bilancio 1a parte ING

Transcription

Annual Report
31.12.2002
Consolidated Financial Statements as at 31 st December 2002
Consolidated Balance Sheet (amounts in €)
ASSETS
31-12-02
31-12-01
1) installation and expansion costs
4,250,587
6,327,083
2) R&D and advertising costs
1,451,844
1,720,866
A) Receivables from shareholders
for payments still due.
B) Fixed Assets
I - Intangible assets (net)
3) industrial patent rights
13,584,420
12,945,202
4) concessions, licenses, trademarks and similar
65,840,039
67,736,965
168,877
197,865
92,502,794
95,162,559
1,607,976
684,922
5) goodwill
5-bis) consolidation difference
6) fixed assets under formation and advances
7) other
Total
282,788
366,677
179,689,325
185,142,139
II - Tangible assets (net)
1) land and buildings
2) plant and machinery
3) industrial and commercial equipment
4) other assets
44,766,366
40,522,810
9,694,969
10,898,926
12,735,465
13,117,165
7,060,689
6,022,547
17,563,974
7,489,191
91,821,463
78,050,639
1,278,151
371,105
253,066
146,566
44,795
44,805
a) short-term
340,440
0
b) long term
194,007
0
a) short-term
0
0
b) long term
5,123,233
1,552,027
Total
III - Financial fixed assets
1) investments in:
a) subsidiaries
b) associated companies
c) other companies
2) receivables
a) from subsidiaries
b) from associated companies
d) from others
a) short-term
0
0
b) long term
953,753
1,267,500
260,116
228,635
3) other securities
Total
TOTAL FIXED ASSETS (B)
74
8,447,561
3,610,638
279,958,349
266,803,416
C) Current assets:
31-12-02
31-12-01
30,066,612
27,826,383
I) Inventory
1) raw materials, consumables
2) work in process and semi finished products
776,252
850,467
56,420,855
47,127,065
60,914
76,592
87,324,633
75,880,507
a) short-term
113,327,474
96,851,126
b) long term
606,665
53,833
a) short-term
4,249,814
1,851,317
b) long term
204,517
204,517
a) short-term
1,092,041
0
b) long term
0
0
a) short-term
20,601,671
15,987,885
b) long term
117,253
101,371
140,199,435
115,050,049
1,278
2,414
415,460
315,583
4) finished products and goods
5) advances
Total
II - Receivables (net):
1) from customers
2) from subsidiaries
3) from associated companies
5) from others
Total
III - Financial assets which are not fixed assets:
3) other investments
4) own shares,
(Overall nominal value € 61,902)
5) other securities
Total
568,248
936,673
984,986
1,254,670
33,775,520
28,787,553
42,568
45,269
IV - Liquid assets
1) cash at bank
2) cheques
3) un-presented effects
Total
TOTAL CURRENT ASSETS (C)
1,060,433
1,453,559
34,878,521
30,286,381
263,387,575
222,471,607
D) Accrued income and
prepaid expenses.
a) Accrued income and prepaid expenses
TOTAL ASSETS (A+B+C+D)
75
11,321,437
718,027
554,667,361
489,993,050
LIABILITIES:
A) Shareholders' equity:
31-12-02
31-12-01
I - Capital
104,000,000
104,000,000
II - Share premium reserve
116,893,780
116,893,780
1,307,017
1,239,638
IV - Legal reserve
V - Reserve for own shares in portfolio
0
315,583
17,131,617
15,535,840
22,589,053
20,063,871
(436,055)
1,168,937
261,485,412
259,217,649
44,279,208
3,988,776
305,764,620
263,206,425
Minority capital and reserves
7,027,777
4,064,727
Minority profit (loss) for the year
3,267,108
3,370,835
316,059,505
270,641,987
VII - Other reserves, distinctly indicated
Consolidation reserve
Currency conversion reserve
Total
IX - Profit (loss) for the year
Total group shareholders' equity
Minority interest
TOTAL SHAREHOLDERS' EQUITY
B) Contingency funds:
1) for pensions and similar obligations
2) for taxes
3) others
Total
C) Employees severance indemnity
76
929,297
731,434
3,247,809
318,042
10,507,223
5,490,385
14,684,329
6,539,861
9,406,943
8,617,835
D) Payables:
3)
4)
5)
6)
8)
9)
31-12-02
31-12-01
a) short-term
59,826,369
34,604,356
b) long term
27,609,876
57,906,088
a) short-term
262,282
1,688,686
b) long term
4,912,864
5,069,161
a) short-term
451,529
828,061
b) long term
0
0
a) short-term
92,321,066
73,873,443
b) long term
5,036
5,036
a) short-term
2,658,718
1,677,067
b) long term
0
0
a) short-term
54,544
(38,518)
b) long term
0
0
a) short-term
8,576,703
11,364,174
b) long term
0
147,722
a) short-term
3,045,982
2,538,465
b) long term
0
0
12,705,820
13,645,338
payables to banks
payables to other financers
advances
payables to supplier
payables to subsidiaries
payables to associated companies
11) tax payables
12) welfare institutes and social security payables
13) other payables
a) short-term
b) long term
Total
932,574
86,881
213,363,363
203,395,960
1,153,221
797,407
554,667,361
489,993,050
E) Accrued income and
prepaid expenses.
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY (A+B+C+D+E)
77
Consolidated income statement (amounts in €)
CONSOLIDATED INCOME STATEMENT
A) Production value
B) Production costs
C) Financial income (charges)
1) net sale from operations
2) changes in finished and semi-finished goods,
and work in process
4) increase in fixed assets for internal work
5) other income and revenue
a) Contributions in operating expenses
b) Other revenue
Total
6) raw materials, consumables and goods for
resale (purchased)
7) services costs
8) for using third party property
9) for staff:
a) wages and salaries
b) social charges
c) employees severance indemnity
e) other costs
10) depreciation and devaluation
a) depreciation of intangible assets
b) depreciation of tangible assets
d) devaluation of the credit included
in the current assets and liquid assets
11) changes in the inventories of raw materials,
consumables and goods for resale
12) provision for risks
13) other provisions
14) other operating costs
Total
DIFFERENCE BETWEEN VALUE AND
PRODUCTION COSTS (A-B)
15) income from investments
a) regarding subsidiaries
c) from receivables from other companies
16) other financial income
a) from receivables included in the fixed assets
a) from receivables from subsidiaries
b) from receivables from associated companies
d) from receivables from other companies
c) from securities included in the current
assets which do not constitute equity interests
d) other revenue
d) other revenue
17) interest and other financial charges
d) other interest and financial charges
Total (15-16-17)
78
31-12-02
31-12-01
411,053,840
348,054,605
(1,331,918)
2,922,284
(3,119,337)
5,775,169
0
5,876,825
418,521,031
35,603
3,646,821
354,392,861
162,685,613
88,056,545
3,164,457
140,960,132
76,692,367
2,676,163
48,205,493
12,681,453
2,093,693
1,960,045
41,308,536
11,015,571
1,824,628
2,447,492
13,069,734
12,256,970
12,657,468
11,270,481
1,661,319
1,715,251
(12,828,971)
5,942,991
523,521
2,507,402
341,980,265
(5,902,270)
1,385,363
1,738,211
2,714,850
302,504,243
76,540,766
51,888,618
609,807
55
611,262
0
9,782
173,658
16,784
0
0
35,469
0
36
74,972
3,117,641
56,257
998,891
0
(7,327,351)
(3,324,652)
(85,943)
(9,006,714)
(7,390,742)
CONSOLIDATED INCOME STATEMENT
D) Adjustments in the value
of financial assets
E) Extraordinary income and charges
31-12-02
31-12-01
99,877
0
(47,590)
(1,026)
0
52,287
(165,090)
(166,116)
0
960,535
2,843
961,480
(120,160)
(318,797)
(4,275,807)
(3,754,229)
69,514,172
(3,317)
0
(25,766,563)
(24,805,557)
19,526,203
(23,152,070)
1,184,214
(21,967,856)
(16,509,989)
4,343,399
(12,166,590)
47,546,316
(3,267,108)
7,359,613
(3,370,835)
44,279,208
3,988,778
31-12-02
31-12-01
∆
12,336,244
33,070,850
5,119,531
2,937,183
15,998,988
17,162,554
86,625,350
1,983,375
38,364,085
398,518
3,202,828
9,288,758
16,075,388
69,312,952
10,352,869
(5,293,235)
4,721,013
(265,645)
6,710,230
1,087,166
17,312,398
18) revaluation
a) of investments
19) devaluations:
a) of investments
c) of securities included in the current assets
which do not constitute investments
Total of the adjustments (18-19)
20) income
a) gains from sales whose profit cannot be
included in no. 5 (other income and profit)
b) other income
21) charges
a) losses from sales, whose accounting value
cannot be included in no. 14
(various operating charges)
b) taxes related to previous periods
c) other charges
PRE-TAX RESULT (A-B+C+-D+-E)
22) current income taxes for the
year
deferred
23) result of the year
(Profit) loss regarding related parties
26) profit (loss) on the year.
MEMORANDUM ACCOUNTS
Personal guarantees given
Substantial guarantees given
Guarantees received
Third party assets in bailment
Commitments
Risk accounts
Total
79
Notes to the Consolidated Financial Statements
pliance with the provisions of Legislative Decree no. 127 of 9th
Foreword
April 1991 implementing the VII EEC Directive and subsequent
This document has been drawn up in compliance with law pro-
amendments and additions and referring to relative interpre-
visions of the Civil Code as well as with Consob (Italian
tations formulated in Accounting Principle no. 17 issued by
Securities and Investments Board) and Borsa Italiana S.p.a.
the National Council of Accountants and Book-keepers. These
resolutions and recommendations for companies listed in the
Notes aim to describe, analyse and in some cases to add
STAR status of the domestic stock market. It consists of the
Financial Statements data; they contain all the information
Balance Sheet, Profit and Loss Account and the Notes. The
required by the art. no. 38 of the Legislative Decree no. 127
Company also showed a schedule of the changes in the trade
of 1991. All supplementary information deemed necessary
capital, as well as the Financial Statement to provide a clea-
but not required by specific law provisions has also been sup-
rer and more comprehensive picture of the financial standing
plied to give a truthful and correct picture. Unless otherwise
of the company. Please refer to the Report on the Operations
indicated, the values given in these Notes are expressed in
for detailed information concerning operating trends; likely
Euro.The area of consolidation has been determined referring
future trends and significant events occurred after the close
to the juridical control exercised by the Holding Company on
of the fiscal year. The Report on the Operations also descri-
the other companies within the Group. Some Companies
bes the operations carried out with subsidiaries and associa-
belonging to the Group have not been included in the area of
ted companies during the fiscal year.
consolidation because they are not significant for providing a
truthful and correct picture of the Group's financial situation
and economic results. These are basically non-operating
General instructions for the drawing up
Companies whose exclusion from the area of consolidation is
allowed by the art. no. 28 § 2a of the Legislative Decree
127/91 and that are recorded in the item BIII 1a) “Equity inte-
The Consolidated Financial Statements of Saeco International
rests in subsidiaries”.
st
Group S.p.A. at 31 December 2002 were drawn up in com-
82
Area of consolidation
The area of consolidation as at 31st December 2002 was as follows.
Company
Currency
Share
Capital
(currency)
Share
Capital
(€)
Owned
share (%)
direct
SAECO INTERNATIONAL GROUP S.P.A. €
104,000,000
MTP S.P.A.
€
520,000
100
Owned
share (%)
indirect
Shareholder
Company
Name
Holding Company
--
Saeco Int. Group S.p.A.
PEGASO S.R.L.
€
10,400
60
--
ELFE S.P.A.
€
104,000
--
60
Pegaso s.r.l.
GAGGIA S.P.A.
€
104,000
--
60
Elfe S.p.A.
OROSTA S.R.L.
€
52,000
100
--
SPIDEM S.P.A.
€
104,000
90
--
BIS TRASPORTI S.R.L.
€
10,400
100
--
SAECO VENDING S.P.A.
€
1,000,000
100
--
TECNA S.R.L.
€
62,400
90
--
MCP S.R.L.
€
14,900
87.44
--
SAECO SCHWEIZ AG
CHF
100,000
62,170
90
--
IMEL AG
CHF
100,000
62,170
--
100
SAECO HANDELSGESELLSHAFT MBH
€
1,533,876
80
--
MABECO GMBH
€
25,565
--
80
SAECO AUSTRIA AG
€
1,500,000
80
--
FIANARA INTERNATIONAL BV
€
18,151
100
--
SAECO FRANCE SA
€
416,000
70
--
SAECO IBERICA SA
€
676,139
80
--
SAECOPOR LDA
€
274,339
80
--
SAECO BENELUX SPRL
€
117,749
80
--
SAECO ARGENTINA SA
AR$
21,712
80
--
21,814
Fianara BV
Saeco Hand. MbH
SAECO CANADA LTEE
CAD
1,000
685
80
--
NIHON SAECO KK
JPY
20,000,000
194,137
80
--
SIMEX USA INC
USD$
GLORIA S.R.L.
€
SAECO CARD GMBH
€
SAECO USA INC.
USD$
SAECO ONTARIO LTEE
CAD
SAECO AUSTRALIA PTY LTD.
AUS$
50,000
2,500
49,766
100
--
46,800
100
--
500,000
--
80
2,837
88
--
1,000
685
--
80
1,000,006
564,911
60
--
83
Saeco Hand. mbH
Saeco Canada Ltee
Since 31st December 2001 the following main changes are
as the company Samou GmbH owned at 100% by Saeco
noted:
Handelsgesellshaft mbH were also set up. Being newly set
up Companies, therefore non-operating at 31st December
rd
• On 3 January 2002 the company Elma s.r.l. has been mer-
2002, as specified within the item Equity interests, they
ged by takeover into MTP S.p.A.. The merger, already deci-
were not included in the area of consolidation.
st
ded in 2001, became operative with effect from 1 January
2002. On 31st December 2001 both Companies were included in the area of consolidation.
Since changes in area of consolidation were not important
changes, so it was not necessary to provide pro-forma infor-
th
• On 5 March 2002 the company Samaro AG has been mer-
mation about property and trade balance for the previous
ged by takeover in Imel AG with effect from 1st January
year. Among the changes occurred for tangible and intangible
st
2002. On 31 December 2001 both Companies were inclu-
assets, for provisions for liabilities and charges, as well as for
ded in the area of consolidation.
the employees' severance indemnity fund, a column called
“Changes in the area of consolidation” was entered, giving the
• On 22nd March 2002 60% of the Australian trade companies
opening balances referring to the Companies which entered
Saeco Australia Pty Ltd. and Coffee Machines Services Pty
and left the area of consolidation.
Ltd was purchased. While Saeco Australia Pty Ltd. has been
consolidated with the full method beginning from the year
2002, Coffee Machines Services Pty Ltd., in view of its rela-
The financial statements at 31st December 2002 used for the
tive insignificance, was registered among the non-consoli-
consolidation are those drawn up by the respective Boards of
dated subsidiaries.
Directors. These financial statements, drawn up by all consolidated Companies, have been adjusted, when considered
• On 31st December 2002, merger by takeover of the com-
necessary, for conforming the valuation criteria to those used
pany Estro srl into MCP srl was finished, with a fiscal
to draw up the Consolidated Financial Statements. The valua-
st
st
retroactive effect from 1 January 2002. On 31 December
tion criteria adopted were those of the Holding Company.
2001 both Companies were included in the area of consoli-
Deferred taxes were allocated according to said adjustments,
dation.
pertaining to the homogeneous re-definition of depreciation
rates applied, to the elimination of provisions and adjustments
• During the accounting year the Companies Saeco Polska
effected for tax purposes only, and to survey of the leasing
Sp.zo.o. and Saeco Strategic Services Ltd., owned at 75%
operations using the financial methods.
and at 100% respectively by the Holding Company, as well
The main consolidation principles adopted for the consolidated financial statements were as follows:
84
1. Writing-off of equity interests in subsidiaries. The
2. Transactions between Group Companies. Payable and
book value of stakes held by Saeco International Group
receivable items, cost and revenue items and all significant
S.p.A. or by other Group Companies within the area of con-
business transactions effected during the working year
solidation was written off at the consolidation level, again-
between Companies included in the area of consolidation,
st relative shareholders' equity in relation to the allocation
including dividends distributed within the group, have been
for assets, liabilities, costs and revenues of shareholdings
written off. Intragroup profits included in inventory items
according to the aggregate method.
have also been written off.
For the company Gaggia S.p.A., part of the positive consolidation difference emerging on the purchase date of
3. Minority interests. The portion of shareholders’ equity
Equity interests was allocated, on the basis of specific
attributable to other shareholders of consolidated
assessment, to the respective corporate trademark; the
Companies was shown under a specific Shareholders'
values attributed to Gaggia and Saeco trademarks, the last
equity item called ‘Minority interests - capital and reserves’,
brought back to the original value of the consolidation dif-
while the portion attributable to them in the net results of
ference registered on the purchase date of Equity interests
such Companies was reflected separately in the consolida-
ex-Saeco S.p.A., are amortised on a straight-line basis
ted profit and loss account under the item ‘Profit (Loss)
over a forty-year period taking into account that the refe-
pertaining to minority interests’.
rence time frame value of the trademark within a corporate context for which reasonable profit estimates can be for-
4. Conversion of financial statements expressed in
mulated may be considered unlimited.
foreign currencies. The financial statements of foreign
Equity interests, is totally credited to the consolidated sha-
subsidiaries outside the Euro area were converted into
reholders' equity under the item "Consolidation reserve", as
Euro (€) according to the ‘current exchange rate’ method.
it cannot be related to loss estimates, to lower values of
This method entails the conversion of all assets and liabili-
assets, or to higher values of liabilities.
ties at the exchange rate in place on the statement date
For other consolidated Companies the consolidation diffe-
and of profit and loss account items at the mean exchange
rence, if positive, was allocated, under such name, to
rate for the period. The difference between the value thus
intangible asset items, representing the actual greater
obtained and that deriving from the conversion of the same
value of shareholdings that can be obtained through future
items at the current rate is recorded in a specific sha-
income generated by these Companies. This difference is
reholders' equity item called ‘Conversion reserve’.
amortised on a straight-line basis over a twenty-year period
Shareholders' equity items were kept at historical exchan-
taking into account the Group's income estimates.
ge rates.
85
The exchange rates applied for conversion were as follows:
Currency
Swiss franc
Deutsche mark
French franc
Spanish peseta
Belgian-Luxembourgian franc
Canadian dollar
year 2002
compared to Euro
at the end
Average
of the year
year 2001
compared to Euro
at the end
Average
of the year
1.4524
1.46703
1.483
1.511
1.956
1.956
1.956
1.956
6.56
6.56
6.56
6.56
166.386
166.386
166.386
166.386
40.34
40.34
40.34
40.34
1.655
1.48381
1.408
1.391
Yen
124.39
118.063
115.33
109.054
US dollar
1.0487
0.945574
0.881
0.895
200.482
200.482
200.482
200.482
Escudo
Guilder
2.204
2.204
2.204
2.204
Schilling
13.76
13.76
13.76
13.76
1.8556
1.73765
-
-
Australian dollar
86
5. Memorandum linking shareholders' equity and operating
result of the Parent Company with the corresponding
values indicated in the consolidated financial statements:
Shareholder’s
Net Profit
equity
Shareholder’s
Net Profit
equity
in €uro '000
in €uro '000
in €uro '000
in €uro '000
31-12-02
31-12-02
31-12-01
31-12-01
270,185
30,853
239,332
1,348
Excess depreciations
5,688
1,245
4,444
(2,544)
Leasing
1,160
225
933
158
Amounts resulting from Saeco International Group S.p.A.
Balance Sheet
Consolidation adjustments:
Alignment of Group accounting principles net
of related deferred tax:
Elimination of book value of consolidated subsidiaries:
Difference between the book value of the shareholdings and the
corresponding portions of shareholders’ equity in the shareholdings
(88,001)
–
(101,005)
–
Reversal of former Saeco S.p.A. merger deficit attributed to brand
(49,367)
6,521
(55,888)
1,511
Reintroduction of original consolidation difference attributed to
Saeco brand, on net of related amortisation
65,074
(1,808)
66,882
(1,808)
Difference on consolidation net of related amortisation
92,503
(5,736)
93,718
(5,582)
Share of earnings in shareholdings
16,881
16,881
20,085
20,085
(2,126)
Elimination of effects of operations accomplished
by consolidated companies:
Intragroup profits included in final inventories value
(6,224)
(614)
(5,610)
Proceeds on intragroup sale of assets
(854)
(806)
(49)
7
Exchange losses on Intercompany balances cancellation
(539)
266
(805)
(805)
Transfer of dividends and other intragroup items
(246)
(2,747)
–
(5,079)
(436)
–
1,169
–
(59)
–
–
(1,176)
35,580
13,427
23,874
2,641
305,765
44,280
263,206
3,989
10,295
3,267
7,436
3,371
316,060
47,547
270,642
7,360
Other rectifications:
Currency conversion reserve
Other
Net receivables of consolidation adjustments
Net Profit, resulting from Consolidated Financial Statements
Minority interests
Shareholders’ Equity and operating result as in
Consolidated Financial Statement
87
The evaluation criteria adopted for compiling the financial sta-
duction and systematically amortised over the expected use-
tements were those of the Holding Company, as provided for
ful life. When required by law provisions, such entries are
by art. 2626 of the Civil Code, and are the same as those
effected with the consent of the Independent Auditor.
applied to the financial statements for the year ending
As already mentioned for consolidation principles, the diffe-
31.12.01, given for comparative purposes. The layout of the
rence between the book value of Equity interests and the por-
consolidated financial statements corresponds to properly
tion of shareholders' equity of the consolidated subsidiary
kept accounting results, supplemented by write-offs pursuant
Gaggia S.p.A. attributed to the owned trademarks, likewise
to the consolidation method and by the adjustments indicated
what occurs for Saeco trademark, is systematically amorti-
in the point above, as resulting from these notes, which form
sed over a forty-year period, while the portion attributed to
an integral part thereof.
the positive consolidation difference is systematically amorti-
Items were valued on the basis of prudence and considering
sed over a twenty-year period.
the Company as an ongoing concern;
With special reference to single items making up the balance
Tangible assets
sheet and profit and loss account, the following criteria were
adopted for their valuation.
Reference accounting principles and valuation criteria are
These were carried at purchase or production cost, inclusive
those expressed in existing legislation, interpreted and sup-
of additional, directly attributable charges.
plemented by correct accounting principles established by
Depreciation was calculated systematically for each accoun-
the National Council of Accountants and Book-keepers and
ting period on a straight-line basis, with rates determined
indicated by Consob as a point of reference for the interpre-
according to the remaining useful life of assets.
tation of the Civil Code, and if not present by the International
The rates adopted, reduced by half for the year in which the
Accounting Standards Committee (I.A.S.C.).
asset comes into operation, were as follows:
There are no special reasons for resorting to the exceptions
as per § IV of art.29 of Legislative Decree 127/91.
Asset category
Account was also taken of the risks and losses relative to the
Buildings
accounting period in question, even if they became known
General and specific facilities
after the year end but before the close of consolidated finan-
Electrical plants and equipment
12.5%
cial statements.
Automated machinery
15.5%
There are no special reasons for resorting to the exceptions
Sundry equipment and moulds
as per § IV of art.2423 of the Civil Code.
Office furniture and machinery
12%
Electronic office machinery
20%
Motor vehicles
25%
Internal means of transport
20%
Self-produced equipment
25%
Intangible assets
They were carried at the historical cost of purchase or pro-
88
Rate
3%
10%
25%
Leased goods
Inventories
In accordance with recommendations issued by the National
The following valuation criteria were adopted for inventories:
Council of Accountants and Book-Keepers in the sphere of
• raw, subsidiary and expendable materials (chiefly compo-
consolidated financial statements (accounting principle no.17)
nents) were carried at the lower of the purchase cost and
and with international principles (I.A.S.C. no.17), leasing
the replacement cost.
agreements were carried with the financial method.
• inventories of finished products and goods were valued at
Assets acquired by leasing contract were carried at cost of
the lower of the production cost and net break-up value. The
assets at the time of contract stipulation under tangible
production cost includes all industrial costs attributable to
assets, with parallel entry under liabilities of a debit of the
the product.
same amount owed to the leasing company, progressively
To costing the method of weighted average cost was used.
reduced on the basis of the paying-off of instalments of ren-
Inventories were adequately written down to take into account
tals. The value of the asset carried under assets is systema-
the lower break-up value of obsolete or slow-moving goods.
tically depreciated according to principles established for tan-
Receivables and payables
gible assets. The interest included in rentals is carried for the
respective period as part of financial charges.
Receivables were carried at their estimated break-up value.
Equity interests in non-consolidated
subsidiaries and affiliates
The adjustment of the face value of receivables to the estimated break-up value is obtained through a bad debt fund entry,
taking into account general economic and sectoral conditions
Equity interests in non-consolidated Companies were valued
and collection expectations.
at cost, adjusted for losses of value judged as lasting. These
equity interests were not valued according to the net equity
Payables were carried at their face value.
method since their inclusion would not be significant for pro-
Trade investments from other than fixed
assets
viding a truthful and correct picture of the Consolidated
Financial Statements, being small, non-operating or recently
established Companies.
Participations and other securities of current assets were car-
Other equity interests
ried at the lowest between purchasing cost and break-up
value.
Minority interests in other Companies were entered at cost,
Own shares holding were purchased in observance of terms
adjusted if there was a durable decrease in value.
fixed in art. 2357 of Civil Code.
89
Accrued income and deferred liabilities
Costs and revenues
Accruals and deferrals were determined so as to attribute to
Costs, charges, revenues and income were entered according
the accounting period the portion of costs or revenues com-
to the accrual principle. Revenues deriving from the sale of
mon to two or more accounting periods on an accrual basis.
products were entered by the date of ownership transfer,
which normally coincides with the delivery or shipment of
Provisions for liabilities and charges
goods. Revenues and income, costs and charges were entered net of refunds, bonuses, discounts and allowances, and of
These were destined to cover losses and doubtful debts, for
taxation directly connected with the sale of goods and perfor-
which at the close of the semester it had not been possible to
mance of services.
determine relative amounts or the contingency date.
Income taxes
Employees' severance indemnity
Current income taxes were determined, for each Company in
This reflects actual liabilities accrued at the end of the
the area of consolidation, according to existing rates and
accounting period with respect to all employees of the
regulations, based on a realistic appraisal of taxable income.
Holding Company and of other Italian consolidated Companies
Because of the introduction of Accounting Principle no. 25 of
in compliance with existing law provisions and collective
the National Council of Accountants and Bookkeepers pertai-
labour contracts and supplementary corporate contracts.
ning to income taxes and of Consob Communication no.
These payables are subject to index-linked revaluations.
59010 of 30th July 1999, deferred and advanced income
taxes were carried out according to temporary differences
between asset and liability values according to civil law prin-
90
ciples and the value attributed thereto for tax purposes.
Derivative contracts
The recording of deferred taxes may be omitted if it can be
demonstrated that their payment is unlikely; the recording of
The derivative instruments completed by the Group are aimed
advanced taxes is subject to the reasonable certainty that the
to cover the exposure to the interest rate and exchange rate
same may be recovered.
risks. In this sphere they are valued in compliance with the
evaluation of relative assets and liabilities, recording in the
Conversion of foreign currency items
profit and loss account any net charge, evaluated with reference to each operation.
Costs and revenues, or charges and incomes, deriving from
For instruments covering interest risk, interest differentials
transactions effected in foreign currencies and relative paya-
are entered in the profit and loss account, among “financial
bles and receivables were entered at the exchange rate in
income/charges”, in accordance with the accrual principle.
place on the day on which the cost or revenue, and payable
For contracts covering exchange risk, the cost (or “financial
or receivable, was recorded.
component”, calculated as difference between the spot rate
Outstanding receivables and payables denominated in foreign
at the contract stipulation date and the forward exchange) is
currencies at the close of the accounting period were adju-
entered in the profit and loss account, among “financial inco-
sted to exchange rates at year-end through provisions or use
me/charges”, in accordance with the accrual principle.
of the exchange rate fluctuation fund, and entered in the profit and loss account as appropriate.
Comments on main asset items
Risks, commitments and guarantees
B) Fixed assets
Collateral was entered to the extent corresponding to the overall
I. Intangible assets
guaranteed sum. Sureties were entered to the extent corresponding to the actual commitment at the financial statements
These amounted to € 179,689,325, net of accumulated
date.
amortisation quotas. For each of the above items the fol-
Other memorandum accounts were entered at the value corresponding to the actual commitment they refer to.
91
lowing changes occurred over the period ending 31.12.02:
∆
Balance at
31-12-01 Area of cons.
Installation and expansion costs
6,327,083
R&D and Advertising costs
371
Increase
over the
period
Decrease
over the
period
Depreciation
over the
period
Balance at
31-12-02
64,373
13,952
2,127,288
4,250,587
1,720,866
0
414,517
0
683,539
1,451,844
Design patent rights - software
12,945,202
0
3,125,773
30.160
2,456,395
13,584,420
Concessions, licences, trademarks
67,736,965
0
37,834
0
1,934,760
65,840,039
197,865
0
0
0
28,988
168,877
Goodwill
Fixed assets under formation and advances
684,922
0
930,876
7,822
0
1,607,976
Other
366,677
0
18,550
0
102,439
282,788
95,162,559
3,076,561
0
0
5,736,326
92,502,794
185,142,139
3,076,932
4,591,923
51,934
Consolidation difference
Total
13,069,735 179,689,325
Research & development and advertising
costs
Installation and expansion costs were chiefly referred to the
costs incurred by the Holding Company during the year 2000,
The item was chiefly represented by the research & develop-
for the Milan Stock Exchange listing. These costs are amorti-
ment costs related to manufacturing Companies for develop-
sed over five accounting periods from the time of registration.
ment and design new products and components.
92
The capitalisation of design and development costs was effec-
lidation deficit determined by the difference between the book
ted on the basis of objective elements, being concerned
value of the company Gaggia S.p.A. and the corresponding
solely with assets already available for economic utilisation
portion of shareholders' equity.
and for which an economic return is expected and capable of
As the useful life of the already mentioned trademarks, being
fully reabsorbing capitalised amounts. The increase over the
tied up with expectations on the life cycle and development of
period is entirely due to R&D costs capitalised by the Holding
the Company, can reasonably cover a very long reference
Company for research and design of new products.
time frame, the period of amortisation was taken as 40 years.
At 31st December 2002, depreciations totalled € 7,230,397,
Design patent and software rights
of which € 1,807,599 pertaining to the year.
The item was chiefly composed of rights for use of design
Goodwill
patent and know-how related to a number of components,
such as the dispensing unit and dosing unit of machines
The item ‘Goodwill’ referred to the balance sheet of subsidiary
manufactured by the Saeco Group and belonged to Subsidiary
Saeco Handelsgesellschaft mbH. This value was recognised
Fianara B.V.. The increase over the period, amounting to
following an acquisition operation on the basis of market
€ 3,125,773, is due to charges capitalised by the same
observations and expectations as to the life cycle and deve-
Fianara B.V. (€ 2,176,614), while the residual portion is due
lopment of the Company. In view of this, the period of goodwill
to cost of software licenses purchased, which are amortised
and relative amortisation has been calculated at 10 years.
on a straight-line basis over a three-year period, a duration
believed to adequately represent the useful life thereof.
Consolidation difference
Concessions, licences and trademarks
This was the residual difference not attributed to other items
determined by consolidation calculations between the cost of
The item chiefly includes the amounts relating to Saeco and
equity interests and shareholders' equity pertaining to the
Gaggia trademarks, originally entered at the historical cost
group of consolidated Companies at the time of their acquisi-
equal to a total of € 72,303,966.
tion. This difference, taking on the form of goodwill, is amorti-
From the year 2001, in consequence of the allocation of the
sed on a straight-line basis over a twenty-year period for the
deficit resulting from the merger by takeover of the subsidiary
reasons given above with reference to consolidation principles.
Saeco S.p.A., already owner of the above mentioned right,
The increase over the period, of € 3,076,561 is due to the
the Saeco trademark has been definitively entered in the
Company Saeco Australia Pty Ltd. (€ 2,574,057), whose con-
Holding Company's financial statements.
trol was acquired during the first semester of 2002, and to
The Gaggia trademark, as already mentioned in the section on
the purchase for € 502,504 of 24.44% of Mcp s.r.l. Company
consolidation principles, was entered by allocating the conso-
capital.
93
Fixed assets under construction and
advances
II. Tangible assets
These amounted to € 91,821,463, net of accumulated amor-
The item ‘Fixed assets under construction and advances’ was
tisation quotas. They generally consisted of real estate, plant
composed of charges for ongoing designs and R&D costs.
and machinery and other durables used by the various
Companies in the Group to perform industrial and distribution
activities.
Other intangible assets
The item ‘Other assets’ basically includes furniture and furnishings, electronic office machinery and motor vehicles.
These were the maintenance charges on rented property and
Changes occurring for single tangible asset items in the
loan charges to be spread over several periods.
period ending 31.12.02 were as follows:
Balance at
∆
Increase
Decrease
Balance at
31-12-01
Area of cons.
over the period
over the period
31-12-02
48,547,305
0
6,101,541
(393,745)
54,255,101
Land and Buildings:
Original cost
Amortisation fund
Total
8,024,495
0
1,572,912
(108,672)
9,488,735
40,522,810
0
4.528,629
(285,073)
44,766,366
24,334,390
59,568
2,092,381
(1,395,625)
25,090,714
Plant and Machinery:
Original cost
Amortisation fund
Total
13,435,464
35,419
2,483,102
(558,240)
15,395,745
10,898,926
24,149
(390,721)
(837,385)
9,694,969
48,625,390
6,493
6,935,609
(1,672,341)
53,895,151
Industrial and trade equipment:
Original cost
Amortisation fund
Total
35,508,225
5,411
6,246,098
(600,048)
41,159,686
13,117,165
1,082
689,511
(1,072,293)
12,735,465
13,242,367
218,273
3,402,701
(1,409,648)
15,453,693
Other assets:
Original cost
Amortisation fund
Total
Fixed assets under formation and advances:
Total net increase
7,219,820
104,160
2,034,036
(965,012)
8,393,004
6,022,547
114,113
1,368,665
(444,636)
7,060,689
7,489,191
0
14,212,882
(4,138,099)
17,563,974
78,050,639
139,344
20,408,966
(6,777,486)
91,821,463
94
The net increase over the period is chiefly due to replacement
Equity interests in subsidiaries not included in the area of con-
and modernisation of production and logistics plants/equip-
solidation were carried at cost, adjusted if necessary for los-
ment of the Holding Company and of other manufacturing
ses in value judged as lasting over time, in view of their relati-
companies. The item “Fixed assets under construction and
ve insignificance. During the year, Trade Company Saeco
advances” shows the value (€ 15,091,552 ) of industrial buil-
Polska Sp.zo.o. was set up through subscription from Holding
dings under construction for the new plant owned by the sub-
Company of a 75% of its Share capital. This Company had to
sidiary Saeco Vending S.p.A. located in Gaggio Montano (BO).
distribute and market Saeco brand products in Poland, where,
in accordance with Group commercial strategy, it was impor-
III. Long-term investments
tant to remain directly with a Company that pursuing sale aims,
optimised its results. The 60% of the company Coffee Machine
Equity interests in subsidiaries
Services (NSW) Pty Ltd. has also been acquired, which
together with the other subsidiary of the Group, Saeco
These amounted to € 1,278,051 and consisted of the fol-
Australia Pty Ltd., markets and distributes Saeco products
lowing non-consolidated Companies:
within the Australian market. In December 2002 the company
Corporate name
Gaggia Deutschland GmbH
SIM AG
Registered office
Shareholder’s
Cost in financial
equity
statement €
€ 26,000
€ (141.480)
26,000
80
ChF 100,000
ChF 1.809.271
1,000
100
€ 50,000
€ 33.594
47,375
100
R$ 200,000
R$ 169.318
69,799
60
Aus$ 260
Aus$ 780.664
413,324
60
PLN 800,000
PLN 705.753
165,654
75
€ 50,000
€ 50.000
50,000
80
€ 500,000
€ 423.526
504,999
100
Hermann–Laur - Str.4
78253 Eigeltingen
Hausac Hersir 46 Binz
Switzerland
Espressolution s.r.l.
Milano – Via Tamagno, 7
Eletrodomesticos
Rua Mourato Coelho, 90
Saeco Brasil Ltda
Share capital
Conjunto, 11 Pinheiros Cep.
% owned
05417-000 Sao Paulo
Coffee Machine Services
(NSW) Pty Ltd.
Saeco Polska Sp.zo.o.
Samou GmbH
Saeco Strategic Services Ltd
Ground Level 28 Burwood Road
NSW 2134 Burwood
Ul.Zeganska 30A/5 04-713
Warszawa – Poland
Fritz-Reichle-Ring 8 78315 Radolfzell – Deutschland
15 Herbert Street, Dublin 2 - Ireland
95
Estro S.L. was closed because non-operating. In the same
The company Sogeco Romania s.r.l. started its industrial acti-
period the company Saeco Strategic Services was set up, with
vity on 15th July 2002. This company takes part in the pro-
offices in Dublin (Ireland); this company will take part in the
duction of manual coffee machines and steam household
rationalisation and management of the service activities.
appliances. During the month of October Gaggia France S.a.
Following the granting of licence for the “Moulinex” trademark
was set up; this company takes part in the sale of Gaggia pro-
by Gruppo Seb, the company Samou GmbH was set up; this
ducts within the French market.
company will take part to the sales of "Moulinex" products in
Germany starting from 1st January 2003.
Equity interests in Affiliates
Corporate name
Registered office
Share capital
Cost entered in
% owned
the financial
statements €
Saeco Engineering & Design Gmbh
Sogeco Romania srl
Hermann–Laur - Str.4
78253 Eigeltingen
Orastie Str. Codruli, 24
Hunedoara Romania
DM 50,000
16,566
39.28
U$D 250
130,000
50.00
€ 150.000
106,500
42.60
Zac des Petits Ruisseaux,
Gaggia France Sarl
15 Rue des Petits Ruisseaux
91370 Verrieres le Buisson
96
Other equity interests
the Subsidiary Fianara B.V. to Sogeco Romania s.r.l., owing
to finance the building of new production plants.
These are minority interests, carried at cost, totalling
Receivables from others
€ 44,795.
These were chiefly receivables for advance tax payments for
Corporate name
Cost at
Cost at
∆
employees' severance indemnity (pursuant to law 140 of 28th
31-12-02 31-12-01
Douglas (Germany)
May 1997 implementing Legislative Decree no.79 of 28th March
41,159
41,159
0
2,582
2,582
0
Conai
279
289
(10)
Consorzio Bologna Energia
775
775
0
44,795
44,805
(10)
Consorzio Caaf Emilia Centro
Total
1997) of Italian Companies, as well as € 409,714 owed to subsidiary Saeco Handelsgesellschaft mbH by Insurance
Companies.
The amount totalling € 172,393 refers to guarantee deposits
for various utilities.
Receivables from subsidiaries
Other securities
They amount to € 534,447 and refer to an interest-bearing
These totalled € 260,116 and are entered in the financial
loan granted by the Holding Company to the subsidiary Saeco
statements at the lowest between purchasing cost and net
Polska Sp.zo.o. recently established for € 340,440, and to
break-up value. The amount of € 195,787 refers to tied-up
another interest-bearing loan granted by the subsidiary Saeco
bonds purchased by the subsidiary Saeco France S.a. for
Australia pty Ltd. to the subsidiary CMS (NSW) pty Ltd. for
outstanding cases with French revenue authorities.
€ 194,007 maturing beyond the next year.
I. Inventory
Receivables from Affiliated undertakings
The inventories value for the various categories was as folThe item, totalling € 5,123,233, consists of loans granted by
lows:
Raw, subsidiary and expendable materials
Raw materials depreciation fund
Work in progress and semi-finished products
Depreciation fund Work in progress and semi-finished products
Finished products and goods
Finished products and goods depreciation fund
Advances
Total
97
31-12-02
31-12-01
∆
30,744,419
28,180,307
2,564,112
(677,807)
(353,924)
(323,883)
776,252
850,467
(74,215)
0
0
0
57,242,806
48,211,230
9,031,576
(821,951)
(1,084,165)
262,214
60,914
76,592
(15,678)
87,324,633
75,880,507
11,444,126
Raw materials in stock consisted of components and expen-
II. Receivables
dable materials for the production of industrial Companies in
the Saeco Group. The inventory depreciation fund, amounting
The net balance at 31st December 2002 amounts to €
to € 1,499,758, derived from write-downs effected by the
113,934,139, as compared with € 96,904,959 at 31st
Companies against non-reusable materials or obsolescence.
December 2001.
The increase for the year reflects the higher volumes worked
up by Group activities.
Trade credits
Financial
Other
credits
Receivables from customers
Receivables from non-consolidated companies
Receivables from associated
Total
Long term
Total
credits
113,327,474
0
0
606,665
113,934,139
3,368,703
880,000
1,111
204,517
4,454,331
918,383
173,658
0
0
1,092,041
117,614,560
1,053,658
1,111
811,182
119,480,511
98
Receivables from customers derived from business transac-
the value of receivables into line with their expected break-up
tions with private entities and other firms.
value.
Receivables from Subsidiaries include amounts due to Saeco
The fund and relative changes occurring over the period were
International Group S.p.A., Gaggia S.p.A., Mabeco GmbH,
as follows:
Saeco Handelsgesellschaft mbH, Gloria S.p.A., and Saeco
Australia pty Ltd. from non-consolidated Companies SIM AG
Initial
(€ 1,077,469), Eletrodomesticos Saeco Brasil Ltda
balance
Increase
Decrease
Final
balance
Receivables
(€ 259,013), Gaggia GmbH (€ 1,703,769), Saeco Polska
depreciation
Sp.zo.o (€ 1,181,696), CMS (NSW) pty Ltd (€ 232,384). The
fund
2,874,093
1,449,924
991,812
3.332,205
balance of receivables from Affiliates refers to Sogeco
Romania (€ 816,913), Saeco Engineering & Design GmbH
Fund increments conform to the prudence principle in relation
(€ 244,230) and Gaggia France S.a.r.l.
to doubtful debts emerging in respective periods.
Amounts entered are net of the relative receivables depreciation fund, whose value was calculated with a view to bringing
Receivables from others consisted of:
31-12-01
∆
0
6,765,594
5,946,324
784,522
0
1,310,348
(525,826)
84,830
0
80,043
4,787
5,027,423
0
5,338,762
(311,339)
18,608,693
0
13,494,747
5,113,946
31-12-02
31-12-02
short-term
long-term
12,711,918
Receivables from Inland Revenue:
- Input VAT
- Taxes to be returned
- Interest on taxes to be returned
- Other receivables from Inland Revenue
Total
Receivables from staff
90,067
9,850
73,147
26,770
Other
1,902,911
107,402
2,521,362
(511,049)
Total
20,601,671
117,252
16,089,256
4,629,667
99
Receivables from the Inland Revenue included amounts due
Own shares were purchased in order to improve a free stock
from the VAT Office deriving from the accumulation of VAT for
ownership plan on behalf of Company and subsidiaries
purchases against tax-free sales to foreign markets.
employees, as decided by Shareholders' Meeting on 26th April
Tax credits due from the Inland Revenue derive chiefly from
2001.
the surplus advance payments of income taxes and withholdings effected in respect of dividend distributions and recei-
The item “Other securities” refers to some portions of invest-
vables for advanced tax payments.
ment trusts subscribed by subsidiaries Saeco Canada Ltee
(€ 567,107) and Mcp s.r.l. (€ 1,141)
No receivables from customers or others had a residual
maturity exceeding five years.
IV. Liquid assets
III. Trade investments from other than fixed assets
Liquid assets were broken down as follows:
The item ‘Other Equities’ were formed by shares of Banca di
Credito Cooperativo dell’Alto Reno.
31-12-02
31-12-01
∆
33,775,520
28,787,553
4,987,967
1,103,001
1,498,828
-395,827
34,878,521
30,286,381
4,592,140
Bank and postal
deposits
The item “Own Shares” (€ 415,460) includes No. 119,043
Cashed values
Company shares with a face value of € 0.52 each, totalling
Total
an amount of € 61,902.
100
Financial Statement
For further information on liquidity flows see the following
Financial Statement:
'000 €
31-12-02
31-12-01
Cash flow produced by operations
Net profit (loss) over the year
44,279
3,989
3,267
3,371
(1,572)
(434)
25,327
23,928
8,144
(2,738)
789
1,018
- Trade credits
(16,476)
(10,751)
- Inventories
(11,444)
(6,191)
- Other current assets
(18,708)
(4,406)
18,448
(10,496)
Minority interests
Reserves from conversion
Changes to reconcile net profit with cash changes from (used in) operation management:
- Depreciation, amortisation and amount set aside
- Net changes to contingency funds
- Net changes to employees' severance indemnity
Changes effect in operational assets and liabilities:
- Trade payables
- Advance payments
(377)
5
(2,787)
(5,595)
- Other current liabilities
999
3,760
- Other medium and long term assets and liabilities
129
280
50,018
(4,260)
(26,028)
(23,102)
- Tax payables
Cash changes due to operation management
Cash (investments) flow produced by investment activities
Net purchase of Tangible Asset
Net purchase of Intangible Asset
(7,617)
(6,974)
Equity interests decrease (increase)
(1,014)
23,975
Other long-term investments - decrease (increase)
Changes due to investment activities
(3,823)
(1,894)
(38,482)
(7,995)
Cash (investments) flow from financial assets
Changes in Minority Interests
Change in Group’s Equity
Changes to other financial liabilities
Changes to medium and long-term financial payments
(558)
0
0
351
(1,426)
(1,673)
(30,453)
38,692
Capital increase
0
0
Distribution of dividends
0
(6,000)
Changes from financial assets
(32,437)
31,370
Cash, bank deposit and share - increase (decrease)
(20,901)
19,115
(3,067)
(22,182)
(23,968)
(3,067)
Initial liquidity
Closing liquidity
101
D) Accrued income and prepaid expenses
incorporation of Saeco S.p.A. and ascribed to the “Saeco”
trademark higher value during the year 2001. Deferred liabilities include hire and rental charges pertaining to the subse-
These were broken down as follows:
quent accounting period totalling € 184,691, maintenance
31-12-02
31-12-01
∆
Accruals
251,636
58,833
192,803
Deferrals
11,069,801
659,194
10,410,607
11,321,437
718,027
10,603,410
Total
costs of € 5,430, insurance premiums amounting to
€ 42,391 and other costs paid in advance.
Accrued income refers to financial income and other revenues
pertaining to the accounting period.
A) Shareholders' Equity
The increase for the year in deferrals is due to the registration, by the Holding Company of a deferral amounting to
€ 9,557,010 referring to the deferral of the substitute tax
The table below shows the changes occurring to consolidated
burdened on franking of merger deficit determined by the
shareholders' equity items (amounts in thousands of Euro):
Balance at
Profit
Dividend
Translation
Other
Net
Balance at
31-12-01
transfer
distribution
differences
changes
profit (loss)
31-12-02
Shareholders’ Equity:
Concerning the Group:
Capital
104,000
104,000
Share premium reserve
116,894
116,894
0
0
Revaluation reserves
Legal reserve
Statutory reserves
Other reserves:
Consolidation reserves
Reserves of translation differences
Other
Profit (loss) brought forward
Profit (loss) for year
1,240
67
1,307
0
0
0
20,064
0
2,642
(118)
1,169
15,851
22,588
(1,605)
(436)
1,280
17,131
0
0
3,989
(3,989)
263,206
0
0
(1,605)
(118)
4,064
3,371
(499)
33
59
Minority profit (loss)
3,371
(3,371)
3,267
3,267
Total minority interests
7,435
0
(499)
33
59
3,267
10,295
270,642
0
(499)
(1,572)
(59)
47,546
316,058
Total group shareholders’ equity
44,279
44,279
44,279
305,763
Concerning Minority:
Minority capital and reserves
Total
102
7,028
The amounts corresponding to the share capital and legal,
sions from profits generated by the Parent Company through
extraordinary and contribution L.317/91 reserves match the
31st December 2002.
values entered in the financial statements of the Parent
Company.
The consolidation reserve represents the effect on the initial
balance for consolidated shareholders' equity of the following
The legal and extraordinary reserves were formed by provi-
consolidation adjustments net of relative deferred taxes:
Balance at 31-12-01
20,064
Alignment of Group accounting principles net of related deferred tax:
Excess amortisation
(2,544)
Leasing
158
Elimination of book value of consolidated subsidiaries:
Reversal of Saeco S.p.A. merger deficit attributed to trademark
1,511
Surplus ascribed to brand, net of amortisation
(1,808)
Difference on consolidation net of related amortisation
(5,582)
Share of earnings in shareholdings
20,085
Transfer of intragroup dividends
(5,079)
Elimination of effects of operations accomplished by Consolidated Companies:
Intragroup profits, included in closing inventories value
(2,126)
Proceeds on intragroup sale of assets
7
Exchange losses on Intercompany balances cancellation
(805)
Revaluation of participation in Saeco Canada
(1,176)
Changes in area of consolidation
(116)
Balance at 31-12-02
22,589
103
The item ‘Shareholders' equity pertaining to minority interests’
refers to capital stock and reserves, € 7,027,777, and to
operating results, € 3,267,108.
B) Contingency funds
These funds were as follows as at 31st December 2002:
Tax fund
Funds for pensions and similar obligations
Other funds
Total
Balance at
∆
Increase
Decrease
Balance at
31-12-01
Area of cons.
over the period
over the period
31-12-02
318,042
119,030
3,238,877
428,140
3,247,809
731,434
0
205,633
7,770
929,297
5,490,385
0
6,199,822
1,182,984
10,507,223
6,539,861
119,030
9,644,332
1,618,894
14,684,329
The tax fund included likely tax liabilities of an indefinite
Company intends to undertake to cover losses of its own
amount or due date, as well as deferred taxes calculated
subsidiary, due mainly to foreign currency devaluation and
according to consolidation adjustments and main temporary
considered not lasting;
differences between balance sheet results and the taxable
• the product guarantee fund (€ 4,146,000) calculated
incomes of consolidated Companies.
according to an estimate of costs by single model to bear
The item 'Other funds' includes:
for assistance services;
• customer supplementary allowance fund (€ 603,023).
• a losses coverage fund referring to Saeco Argentina
(€ 4,025,703) allocated for the charges that the Holding
104
C) Employees’ severance indemnity
Changes to the Fund in question are given below:
Employees' severance indemnity fund
Total
Balance at
∆
Increase
Decrease
Balance at
31-12-01
Area of cons.
over the period
over the period
31-12-02
8,617,835
0
1,909,137
1,120,029
9,406,943
8,617,835
0
1,909,137
1,120,029
9,406,943
This represents the actual amount owed by the Parent Company
rance indemnity accrued and paid over the year to employees
and consolidated Italian Companies to employees employed as
stopped employment relationship.
at 31.12.02 in compliance with existing law provisions.
The average number of employees employed by Group
The difference between the amounts allocated to the fund and
Companies during the year was 1,836. At 31.12.02 the num-
those entered in the profit and loss account is due to seve-
ber of employees was as follows, broken down by category:
31-12-02
31-12-01
Average
31-12-00
Managers
48
47
48
47
Cadres
26
13
20
8
617
557
587
450
Employees
Workers
1,257
1,105
1,181
1,084
Total
1,948
1,722
1,836
1,589
105
D) Payables
I. Payables to banks
31-12-02
Current
Non-current
quota
quota
31-12-01
Total
Portion to be
Current
Non-current
paid back after
quota
quota
34,604,356
57,906,088
Total
5 years
Payables to banks
59,826,369
27,609,876
87,436,245
618,248
92,510,444
Short-term payables included negative cash balances for bank
credit amounting to € 37,000,000 opened by the Holding
current accounts, advance accounts and current loan quotas,
Company and granted by Mediocredito Lombardo.
while non-current quota included the portion of loans payable
Mortgages were taken out on property owned by the Parent
beyond the year. Decrease in medium period financial posi-
Company, subsidiaries, Imel Ag and Saeco AG (Switzerland) to
st
tion, compared with 31 December 2001 was chiefly due to
cover outstanding loans. Total amount of collateral provided
drawing on, within the current year, the due date of a line of
was pointed out in details relative to memorandum accounts.
106
II. Payables to other lenders
31-12-02
Current
Non-current
quota
quota
31-12-01
Total
Portion to be
Current
Non-current
paid back
quota
quota
1,688,686
5,069,161
Total
5 years
Payables to other lenders
262,282
4,912,864
5,175,146
The amounts shown refer to amounts due to minority sha-
4,765,864
6,757,847
V. Tax payables
reholders for loans granted.
Tax payables, totalling € 8,576,073 (€ 11,511,896 at
III. Payables to suppliers
31.12.01), chiefly referred to income for the year relative to
single Companies, net of advances paid, and tax withholdings
This item, amounting to € 92,326,102 (€ 73,878,479 at
taken from the pay of employees and self-employed workers
31.12.01) includes amounts due to suppliers and invoices still
to be paid to Inland Revenue. The balance decrease recorded
to be received for goods and services. Increase for the year,
since 31st December 2001 is due to liabilities accrued by the
was due both to an increase of average day of payment (105
subsidiary Fianara B.V., amounting to € 2,413,860, with
days at 31
st
December 2001 against 116 days at 31
st
respect to Dutch revenue authorities.
December 2002), and to a general increase of industrial activity.
VI. Payables to Social Security and Welfare Institutes
IV. Payables to non-consolidated Companies
Payables to social security and welfare institutes, totalling
These consisted of trade payables to the affiliated Company
€ 3,045,982 (€ 2,538,465 at 31.12.01), consisted of con-
Sim AG (€ 2,657,464), to the Companies Gaggia Deutschland
tributions to be paid to social security institutes, primarily
GmbH (€ 1,228) and to the Company Searmex S.a. de C.V.
related to salaries and wages to be paid at year-end.
(€ 26).
107
VII. Other payables
Other payables consisted of:
31-12-02 short-term
31-12-02 long-term
31-12-01
∆
5,432,636
33,776
4,382,302
1,084,110
46,405
0
162,864
(116,459)
Payables to staff
Statutory body fees
Dividends to be paid
43,829
0
421,817
(377,988)
Advanced payments from customers
337,830
0
44,339
293,491
Guarantees
518,593
0
166,667
351,926
Other
6,326,527
898,798
8,554,230
(1,328,905)
Total
12,705,820
932,574
13,732,219
(93,825)
E) Accrued liabilities and deferred income
Amounts owed to employees consisted of rights accrued by
employees at the financial statements date but not yet paid.
The item ‘Dividends to be paid’ consisted of rights accrued by
These were broken down as follows:
old shareholders before the constitution of the Group.
The item “Other” includes amounts set aside against com-
31-12-02
31-12-01
∆
mercial bonuses, allowed to customers for an amount of
€ 1,979,819, advanced payments from customers for an
Accruals
1,152,871
793,985
358,886
amount of € 1,425,195, payables to factoring companies for
Deferrals
350
3,421
(3,071)
an amount of € 699,214, and payables for guarantee depo-
Total
1,153,221
797,406
355,815
sits amounting to € 518,593.
Accruals refer to interests payable. Accrued incomes were related to insurance contracts and other revenues for the accounting period paid in advance amounting to € 21,110.
108
Memorandum accounts
31-12-02
31-12-01
∆
Guarantees given
12,336,244
1,983,375
10,352,869
Collateral securities given
33,070,850
38,364,085
(5,293,235)
Securities received
5,119,531
398,518
4,721,013
Minority assets held as security
2,937,183
3,202,828
(265,645)
Liabilities
15,998,988
9,288,758
6,710,230
Commitments
17,162,554
16,075,388
1,087,166
86,625,350
69,312,952
17,312,398
Total
Agreement” valid from 16th October 2002 to 16th April
Commitments not appearing in the balance sheet
2003. The agreement entails the payment by Saeco
Vending S.p.A. of the fixed interest rate of 3.19% in exchange for the floating Euribor 6-month rate;
For derivative contracts on interest rates
• € 7,008,823 from the notional value of an “Interest Rate
• € 37,000,000 from the notional value of the “Interest Rate
Swap” agreement valid from 1st January 2002 to 31st
Swap” agreement valid from 23rd April 2002 to 23 April
December 2006. The agreement entails the payment by
2003. The agreement entails the payment by Saeco
Saeco Strategic Services Ltd of a fixed interest rate of
Strategic Services Ltd of the fixed interest rate of 3.14% in
3.77% in exchange for the floating Euribor 6-month rate
exchange for the floating Euribor 6-month rate, the settle-
with six-monthly settlement of differentials every year at
ment will take place through the differential value exchange
30th June and 31st December; the agreement also entails
method, thus at the due dates of 23rd October 2002 and
the gradual reduction of the notional value until the due
23rd April 2003 the company will pay or collect the diffe-
date;
rence between the fixed rate and the floating rate, depen-
• € 3,029,357 from the notional value of an “Interest Rate
ding on the positive (the company pays) or negative (the
Swap” valid from 02.01.02 to 30.07.06. The agreement
company collects) value;
entails the payment by Saeco Strategic Services Ltd of a
fixed interest rate of 2.80% in exchange for a floating
• € 13,000,000 from the notional value of a “Forward Rate
Euribor 3-month rate;
109
For derivative contracts on exchange rates
sed, Put Eur/Call Usd with a Strike 0.99 and a due date
09.04.2003;
• € 750,000.00 from the notional value of five options pur-
• € 500,000.00 from the notional value of an option sold,
chased, Put Eur/Call Usd with a Strike value of 1.00 and
Call Eur/Put Usd with a Strike value 0.99 and a due date 09
with the following due dates “09 X 11.04.03”, “12 X
X 11.04.2003 and Knock-in 1.030.
14.05.03”, “09 X 11.06.03”, “09 X 11.07.03”, “06 X
A) Total revenues
08.08.03”;
• € 1,500,000.00 from the notional value of five options
sold, Call Eur/Put Usd with a Strike value of 1.00 and
I. Revenues from sales and services
Knock-in 1.055 with the following due dates “09 X
Below is the division of revenues by:
11.04.03”, “12 X 14.05.03”, “09 X 11.06.03”, “09 X
• Geographical area
11.07.03”, “06 X 08.08.03”;
• Product line
• € 500,000.00 from the notional value of an option purcha-
'000 €
31-12-02
%
• Trademark
31-12-01
%
∆
31-12-00
%
BREAKDOWN BY GEOGRAPHIC AREA:
ITALY
70,913
17.3%
72,414
20.8%
-2.1%
68,588
21.6%
127,474
31.0%
100,497
28.9%
26.8%
79,831
25.1%
SWITZERLAND
49,446
12.0%
42,273
12.1%
17.0%
44,816
14.1%
OTHER EUROPEAN COUNTRIES
89,784
21.8%
76,165
21.9%
17.9%
68,303
21.6%
OTHER COUNTRIES
73,437
17.9%
56,706
16.3%
29.5%
55,956
17.6%
411,054
100.0%
348,055
100.0%
18.1%
317,494
100.0%
291,432
70.9%
238,655
68.6%
22.1%
212,287
66.9%
54,355
13.2%
49,592
14.3%
9.6%
47,720
15.0%
51.9%
GERMANY
TOTAL
BREAKDOWN BY PRODUCT LINE:
HOME COFFEE MACHINES
- MANUAL MACHINES
- AUTOMATIC MACHINES
237,077
57.7%
189,063
54.3%
25.4%
164,568
PROFESSIONAL COFFEE MACHINES
12,342
3.0%
9,932
2.9%
24.3%
9,989
3.1%
VENDING MACHINES
29,330
7.1%
31,826
9.0%
-7.8%
34,071
10.7%
CLIMATE
12,545
3.1%
9,014
2.6%
39.2%
8,556
2.7%
STEAM
15,544
3.8%
16,854
4.9%
-7.8%
15,582
4.9%
SPARE PARTS
24,653
6.0%
19,064
5.5%
29.3%
18,333
5.8%
OTHER
25,208
6.1%
22,710
6.5%
11.0%
18,675
5.9%
TOTAL
411,054
100.0%
348,055
100.0%
18.1%
317,494
100.0%
SAECO BRAND
270,044
65.7%
242,573
69.7%
11.3%
195,651
61.6%
GAGGIA BRAND
36,716
8.9%
32,041
9.2%
14.6%
31,000
9.8%
SPIDEM BRAND
6,523
1.6%
4,958
1.4%
31.6%
3,247
1.0%
62,466
15.2%
40,080
11.5%
55.9%
59,275
18.7%
BREAKDOWN BY BRAND:
O.E.M.
SPARE PARTS
24,653
6.0%
19,065
5.5%
29.3%
18,333
5.8%
OTHER
10,652
2.6%
9,338
2.7%
14.1%
9,988
3.1%
TOTAL
411,054
100.0%
348,055
100.0%
18.1%
317,494
100.0%
110
The rise in sales revenue was closely tied up with trends for
The item 'Other revenues' is basically concerned with cost
the Group's prevalent activity.
recovery on sponsorships, rents received, insurance compensation, reimbursements on research and transport costs
II. Asset Increases for In-House Work
(€
2,513,705),
with
standard
extraordinary
income
€ 375,247, charging of penalties on breaches of contract
The € 2,922,284 increase in assets from in-house work
cover (€ 300,758).
(€ 5,775,169 at 31st December 2002) derives from elision
B) Production costs
entries of intercompany balance sheets, and refer to the sale
of moulds on the part of subsidiaries Simex Inc. and Orosta
s.r.l. to the Holding Company, entered by the latter in the tan-
I. Cost of Purchasing Raw, Subsidiary, and Expendable
gible assets section.
Materials and Goods
III. Contribution for operating expenses
This item, totalling € 140,960,132 at 31st December 2001,
had changed as follows at 31st December 2002:
31-12-02
31-12-01
∆
Contribution for
operating expenses
0
35,603
(35,603)
Total
0
35,603
(35,603)
Raw materials and
purchase of goods
Stationery
IV. Other revenues
Clothes
Other
The amount of € 5,876,825 (€ 3,646,821 at 31.12.01) was
Total
31-12-02
31-12-01
∆
156,392,217
138,502,814
17,889,403
568,527
317,591
250,936
17,756
32,165
(14,409)
5,707,113
2,107,561
3,599,552
162,685,613 140,960,131
21,725,482
broken down as follows:
The cost of purchasing raw, subsidiary, and expendable mate31-12-02
31-12-01
∆
rials and goods is basically concerned with the materials and
components used for the production and purchased by the
Rents and leasing
337,849
272,624
65,225
Surplus from disposal
of assets
680,583
29,118
651,465
8,960
211,407
(202,447)
94,289
412,386
(318,097)
Advertising contributions
185,018
130,847
54,171
Transport costs
charged to customers
430,205
447,933
(17,728)
Other
4,139,921
2,142,506
1,997,415
Total
5,876,825
3,646,821
2,230,004
Royalties
Insurance
reimbursements
Italian manufacturing Companies of the Group. The increase is
due to the trend of the volumes produced.
111
II. Service costs
III. Costs for Use of Third Parties’ Equipment
Service costs consisted of:
At 31st December 2001 this item amounted to € 2,676,163.
At 31st December 2002 the following changes had occurred:
31-12-02
∆
31-12-01
Third-parties
manufacturing
Industrial leases
31-12-02
31-12-01
∆
1,109,851
1,263,672
(153,821)
984,642
858,356
126,286
18,153,906
15,934,330
2,219,576
Office leases
Consulting
3,603,869
2,130,033
1,473,836
Other
1.069,964
554,135
515,829
Service costs
4,149,599
3,546,161
603,438
Total
3,164,457
2,676,163
488,294
Utility costs
3,163,783
2,724,953
438,830
Commissions
6,127,157
6,433,306
(306,149)
Fees to Directors
2,162,140
2,206,521
(44,381)
Fees to Auditors
263,920
274,221
(10,301)
31-12-02
31-12-01
∆
Legal fees
318,055
224,251
93,804
Advertising
14,002,116
12,512,964
1,489,152
Wages and salaries
48,205,493
41,308,536
6,896,957
321,740
760,886
(439,146)
Social charges
12,681,454
11,015,571
1,665,883
Sponsorships
4,378,744
5,042,249
(663,505)
Trade fairs
2,065,351
1,847,180
218,171
Employees’ severance
indemnity
2,093,693
1,824,628
269,065
Promotional activities
7,987,285
5,516,155
2,471,130
Other costs
1,960,044
2,447,492
(487,448)
Other
21,358,880
17,539,157
3,819,723
Total
64,940,684
56,596,227
8,344,457
Total
88,056,545
76,692,367
11,364,178
Market research
IV. Staff costs
The increase was due to the rise in the labour force.
This item rose due to the increase in Group activities. The
most significant elements of service costs were advertising
and sponsorship costs and third-party manufacturing.
112
V. Depreciations
VI. Changes in stock-raw materials, consumables, and
goods for resale
31-12-02
31-12-01
∆
The increase in changes in stock-raw depends on higher supplies carried out with respect to the orders the Group will have
Intangible asset
depreciation
13.069,734
12.657,468
412,266
to execute in the next months.
12.256,970
11.270,481
986,489
VII. Sundry operating charges
25,326,704
23,927,949
1,398,755
Tangible asset
depreciation
Total
At 31st December 2001 this item amounted to € 2,714,850.
At 31st December 2002 the following changes had occurred:
Amortisation and depreciation levels reflect changes to tangible assets and intangible assets entered in the Group's finan-
31-12-02
31-12-01
∆
45,397
6,018
39,379
Income taxes and
other taxes
570,714
912,731
(342,017)
Losses on receivables
205,552
487,454
(281,902)
Other
1,685,739
1,308,647
377,092
Total
2,507,402
2,714,850
(207,448)
cial statements. Among the intangible assets the elements
having the greatest influence on the Profit and Loss Account
were the amortisation of the consolidation difference and of
Losses on disposal
of assets
the part of the consolidation difference (€ 72,303,966) allocated to trademarks ‘Saeco’ and ‘Gaggia’.
113
C) Financial income and charges
The positive and negative elements of financial management
are detailed below:
31-12-02
31-12-01
∆
Dividends and other incomes from non-consolidated Companies
609,862
611,262
(1,400)
Dividends and other incomes from other Companies
173,658
0
173,658
9,782
0
9,782
Interests from non-consolidated Companies
Interests from other
16,784
35,469
(18,685)
Securities stated in fixed assets other than equity interests
0
0
0
Securities stated in current assets other than equity interests
0
36
(36)
74,972
56,257
18,715
3,117,641
998,891
2,118,750
0
(85,943)
85,943
(7,327,351)
(9,006,714)
1,679,363
(3,324,652)
(7,390,742)
4,066,090
Different incomes from non-consolidated Companies
Different incomes from other
Interests payables from non-consolidated Companies
Interests payables from other
Total of financial incomes and charges
114
Other financial income were as follows at 31.12.02:
from asset
other
from asset
other
∆
∆
receivables
31-12-02
receivables
31-12-01
from asset
other
31-12-02
Bank interest received
0
Interest received from loans
Positive differences of exchange
31-12-01
306,155
0
0
46,161
0
348,371
receivables
461,200
0
(155,045)
2,170
49,018
(2,170)
(2,857)
31
306,861
(31)
41,510
Other
16,784
2,416,954
33,268
181,812
(16,484)
2,235,142
Total
16,784
3,117,641
35,469
998,891
(18,685)
2,118,750
Other financial charges, corresponding to € 9,006,714 at 31st
December 2001, were as follows at 31st December 2002:
31-12-02
31-12-01
∆
Bank interest paid
1,574,210
4,260,088
(2,685,878)
Interest paid for loans
3,660,871
1,356,609
2,304,262
718,796
353,756
365,040
Negative differences of exchange
Other
1,373,474
3,036,261
(1,662,787)
Total
7,327,351
9,006,714
(1,679,363)
115
The item “Other” included financial discounts for an amount of
se cost, valued with LIFO standard, and the last official stock
€ 940,684.
listing on 2002.
D) Value adjustments in trade investments
19) Devaluations
18) Revaluations
a) Of participations
a) Of participations
During the year, participation of Searmex Sa de C.v. was integrally written down (€ 47,590) because wound up.
The amount of € 99,877 refers to the revaluation entered by
the Holding Company with regard to purchase of own shares.
This revaluation reflected the value increase between purcha-
These consisted of the following:
Surplus from sales of properties
Other
Losses from sales of properties
Other
Total of financial incomes and charges
116
31-12-02
31-12-01
∆
0
2,843
(2,843)
960,535
961,480
(945)
(135,347)
(3,317)
(132,030)
(4,579,418)
(25,766,563)
21,187,145
(3,754,230)
(24,805,557)
21,051,327
The item “Other” was chiefly composed of recording by the
F) Income taxes
subsidiary Saeco Argentina Sa of an exchange difference
amounting to € 2,642,350 between the Argentine peso and
These consisted of current taxes (€ 23,152,070) and defer-
US dollar which, in the light of Argentine general economic
red tax credits (€ 1,184,214) broken down as follows:
situation, is considered extraneous to the ordinary business
operation. The balance included also credit notes issued by
31-12-02
the Holding Company and regarding the sales carried out
Advanced taxes
during the previous years amounting to € 337,774 as well as
Company deferred taxes
the portion of substitute tax paid for franking of merger defi-
Deferred taxes on consolidation adjustments
cit allocated to “Saeco” brand and pertaining the previous
Total
2,579,399
(2,935,773)
(827,840)
(1,184,214)
year (€ 318,797).
We hereby certify that these financial statements, consisting
of Balance Sheet, Profit and Loss Account and Notes, provide
a truthful and correct picture of the Group's financial situation
and operating results during the accounting period.
Board of Directors
117
Holding Financial Statements as at 31 st December 2002
Consolidated Balance Sheet (amounts in €)
ASSETS
31-12-02
31-12-01
1) installation and expansion costs
4,205,710
6,317,090
2) R&D and advertising costs
1,308,180
1,429,767
A) Receivables from shareholders
for payments still due.
B) Fixed Assets
I - Intangible assets (net)
3) industrial patent rights
4) concessions, licenses, trademarks and similar
7) other
Total
513,075
568,215
50,149,001
55,888,947
1,455,527
684,922
96,500
131,377
57,727,993
65,020,318
23,801,074
23,404,501
II - Tangible assets (net)
1) land and buildings
2) plant and machinery
4,175,353
4,045,636
3) industrial and commercial equipment
8,907,265
8,675,251
4) other assets
1,913,535
1,702,407
Total
1,946,939
2,463,766
40,744,166
40,291,561
148,619,992
144,046,760
3,598
3,598
9,919,712
13,261,557
III - Financial fixed assets
1) investments in:
a) subsidiaries
c) other companies
2) receivables
a) short-term
d) from others
a) short-term
0
0
181,361
411,228
Total
158,724,663
157,723,143
TOTAL FIXED ASSETS (B)
257,196,822
263,035,022
b) long term
120
ASSETS
C) Current assets:
31-12-02
31-12-01
21,846,558
21,778,255
I) Inventory
1) raw materials, consumables and goods for resale
4) finished products and goods
10,151,975
9,306,603
31,998,533
31,084,858
34,328,878
26,727,192
80,153,448
57,204,120
646,621
0
a) short-term
9,762,897
7,569,337
b) long term
0
0
124,891,844
91,500,649
1,278
1,278
Total
II - Receivables (net):
1) from customers
a) short-term
2) from subsidiaries
a) short-term
3) from associated companies
a) short-term
5) from others
Total
III - Financial assets which are not fixed assets:
3) other investments
4) own shares,
(Overall nominal value € 61,902)
Total
415,460
315,583
416,738
316,861
4,271,191
1,398,444
IV - Liquid assets
1) cash at bank
2) cheques
Total
TOTAL CURRENT ASSETS (C)
16,833
25,848
4,288,024
1,424,292
161,595,139
124,326,660
9,923,450
295,660
428,715,411
387,657,342
D) Accrued income and
prepaid expenses,
TOTAL ASSETS (A+B+C+D)
121
LIABILITIES:
A) Shareholders' equity:
31-12-02
31-12-01
I - Capital
104,000,000
104,000,000
II – Share premium reserve
116,893,780
116,893,780
1,307,017
1,239,638
IV - Legal reserve
V - Reserve for own shares in portfolio
415,460
315,583
VII - Other reserves, distinctly indicated
16,716,157
15,535,840
239,332,414
237,984,841
30,852,969
1,347,572
270,185,383
239,332,413
1,940,133
22,155
Total
IX - Profit (loss) for the year
Total group shareholders' equity
B) Contingency funds:
2) for taxes
3) others
Total
C) Employees severance indemnity
122
4,435,463
1,754,137
6,375,596
1,776,292
5,460,999
4,857,787
LIABILITIES:
D) Payables:
3)
5)
6)
8)
9)
31-12-02
31-12-01
a) short-term
49,540,266
23,141,624
b) long term
7,873,533
47,703,311
a) short-term
243,066
272,611
b) long term
0
0
a) short-term
48,486,035
41,588,987
b) long term
0
0
a) short-term
32,136,459
19,562,659
b) long term
0
0
a) short-term
54,544
0
b) long term
0
0
a) short-term
1,840,691
1,222,946
b) long term
0
0
a) short-term
1,874,702
1,443,816
b) long term
0
0
4,260,258
6,412,792
payables to banks
advances
payables to supplier
payables to subsidiaries
payables to associated companies
11) tax payables
12) welfare institutes and social security payables
13) other payables
a) short-term
b) long term
Total
0
0
146,309,554
141,348,746
383,879
342,104
428,715,411
387,657,342
E) Accrued income and
prepaid expenses.
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY (A+B+C+D+E)
123
Consolidated income statement (amounts in €)
Consolidated income statement
A) Production value
1) net sale from operations
2) changes in finished and semi-finished goods,
and work in process
4) increase in fixed assets for internal work
31-12-02
31-12-01
277,177,640
225,168,381
(2,143,593)
387,793
911,684
498,032
5) other income and revenue
b) other revenue
Total
B) Production costs
6)
2,436,451
2,592,940
278,382,182
228,647,146
156,245,750
127,311,741
29,314,022
31,805,130
6,343,155
6,633,817
18,451,504
15,673,380
raw materials, consumables and goods
for resale (purchased)
7)
services costs
8)
for using third party property
9)
for staff:
a) wages and salaries
b) social charges
5,850,481
4,888,035
c) employees severance indemnity
1,360,629
1,154,181
e) other costs
1,015,708
1,373,101
a) depreciation of intangible assets
8,915,702
4,567,993
b) depreciation of tangible assets
6,675,440
5,488,710
0
0
473,209
345,396
(3,057,269)
(568,897)
88,016
65,435
10) depreciation and devaluation
c) other depreciation of fixed assets
d) devaluation of the credit included in the
current assets and liquid assets
11) changes in the inventories of raw materials,
consumables and goods for resale
12) provision for risks
13) other provisions
14) other operating costs
Total
2,656,964
0
456,254
1,006,411
234,789,565
199,744,433
43,592,617
28,902,713
DIFFERENCE BETWEEN VALUE
AND PRODUCTION COSTS (A-B)
124
Consolidated income statement
C) Financial income (charges)
31-12-02
31-12-01
2,251,852
4,585,095
55
37
15) income from investments
a) regarding subsidiaries
c) from receivables from other companies
16) other financial income
a) from receivables included in the fixed assets
a) from receivables from subsidiaries
d) from receivables from other companies
0
565,056
138,254
1,846
0
7,061
125,196
194,643
2,688,393
239,089
(304,052)
(200,261)
(4,829,799)
(5,641,542)
69,899
(248,976)
99,877
0
(1,071,563)
(1,444,390)
0
(160,589)
(971,686)
(1,604,979)
369,949
1,415,521
c) from securities included in the current
assets which do not constitute equity interests
d) other revenue
d) other revenue
17) interest and other financial charges
d) other interest and financial charges
Total (15-16-17)
D) Adjustments in the value
of financial assets
18) revaluation
a) of investments
19) devaluations:
a) of investments
c) of securities included in the current assets
which do not constitute investments
Total of the adjustments (18-19)
20) income
b) other income
21) charges
b) taxes related to previous periods
0
(198)
(2,641,432)
(24,720,638)
Total of extraordinary income and charges (20-21)
(2,271,483)
(23,305,315)
PRE-TAX RESULT (A-B+C+-D+-E)
40,419,347
3,743,443
(9,566,378)
(2,809,572)
0
413,701
30,852,969
1,347,572
c) other charges
22) current income taxes for the
year
deferred
23) result of the year
125
Notes to the Holding Financial Statements
Foreword
i. the improvement of the merger by takeover of Elma srl
into M.T.P S.p.A., both held by Saeco International Group,
The Financial Statements for the year ended December 31 ,
which has entailed an accountancy entry on the M.T.P. par-
2002, consisting of the Balance Sheet, Profit and Loss
ticipation of the book value of the Elma equity;
Account and Notes thereon enclosed, have been drawn up in
ii. Estro srl take-over in M.C.P. srl, which has involved an
compliance with the law provisions of the Civil Code as well as
increase in participation in M.C.P. capital up to 87.44%, and
with Consob's (Italian Securities and Investments Board) reso-
from an accounting point of view, the allocation to the par-
lutions and recommendations for companies listed on the
ticipation in M.C.P of the higher value represented by the
Italian Stock Exchange.
participation in Estro as entered in the financial statements;
st
– as for the acquisition transactions to be reported
The Financial Statements also include the Report on the
Operations that has been drawn up in compliance with current
i. purchase of equity interests in the Australian companies
law provisions.
Saeco Australia pty. ltd., with head office in Melbourne, for
The Balance Sheet and the Profit and Loss Account schedules
which an increase in capital was also subscribed, and CMS
illustrate the changes occurred for each item; the schedules
(NSW) pty ltd., with head office in Sidney, entered at the
of the Notes to the Financial Statements list only the most
cost of 2,897 thousand Euro and 413 thousand Euro;
significant changes that have taken place. Unless otherwise
ii. the establishment of the Polish Trade Company Saeco
specified, the values entered in the schedules are expressed
Polska sp.zo.o;
in thousands of Euro.
iii. the establishment of the Irish Company Saeco Strategic
The Company also drafted the Financial Statement to provide
Services ltd;
– as for other relevant transactions with accounting effects
a clearer and more comprehensive picture of the financial
standing of the company.
on the current balance sheet to be reported
Please refer to the Report on the Operations for detailed infor-
i. The decision taken by the Board of Directors, to give taxa-
mation concerning operating trends; likely future trends and
tion materiality to the merger deficit (generated by the
significant events occurred after the close of the fiscal year.
takeover of Saeco in 2001) allocated entirely to the Saeco
The Report on the Operations also describes the operations
brand, through the payment of a substitute tax of 19% in
carried out with subsidiaries and associated companies
the tax return for the financial year 2001. This decision,
during the fiscal year.
taken at the Board meeting of 17th July 2002, following
approval of the centralisation project of some of the group’s
Significant events occurred during the
accounting year
strategic activities for the newly constituted Saeco
Strategic Services, will allow the Saeco International Group
to benefit from significant tax savings as soon as the brand
Events occurred during the fiscal year 2002 that concern this
is transferred to the Irish company.
document can be summarised in the following points:
ii. the improvement of the leasing of the company branch
– regarding the business combination operations to point out
dealing with food and drinks vending machines production,
128
to the subsidiary Saeco Vending S.p.A., which has been defi-
Consolidated Financial Statements
ned as a strategic business unit for vending development.
All the above-mentioned events shall be dealt with more tho-
Please refer to the Group's Consolidated Financial Statements
roughly in this document in the respective paragraphs.
for a clearer understanding of the economic activity and financial standing of the Group.
Layout and content of the Financial
Statements
Drawing up principles and valuation
criteria
The Financial Statements for the year 2002 reflect the results
of properly kept book-keeping entries and are drawn up in
The accounting principles adopted in drafting these notes are
compliance with the principle of clarity aiming to provide a
those compatible with the law provisions issued by the Italian
truthful and accurate portrayal of the Company's assets and
National Council of Accountants and Book-keepers and those
liabilities as well as its financial standing and results for the
indicated by Consob as a reference for the interpretation of the
fiscal year.
Civil Code. Where not contemplated by such principles, refe-
The layout used to draw up the Asset and Liability Statement
rence was made to IASC (International Accounting Standard
and the Income Statement does not include groups (marked
Committee), documents that were drawn in compliance with
by capital letters), sub-groups (marked by Roman numerals),
current law provisions.
items and sub-items having a balance of zero for both fiscal
The accounting policies used to draft the Financial Statements
years.
are as follows:
In compliance with Art. 2423/ter of the Civil Code, the data
• items were valued on the basis of prudence and considering
pertaining to the Financial Statements at December 31st 2002
the company as an ongoing concern;
was submitted next to the one pertaining to the previous fiscal
• profits are disclosed only when obtained before the closing
year.
of the fiscal year;
The Note to the Financial Statements contains all the infor-
• collection and payments are accounted for in the year to
mation required by Civil Code art. No. 2427 and by
which they pertain, rather than the year in which their move-
Legislative Decree 127/1991 provisions as well as previous
ments take place;
laws provisions.
• risks and losses pertaining to the year have been taken into
To give a clear representation of the Financial Statements on
account even when recognised after the year’s close;
the basis of Legislative Decree no. 58/1998 and on the
• no item contains dissimilar elements.
recommendations supplied by Consob on this matter, all sup-
As for the drawing up principles of the Financial Statements,
plementary information deemed necessary but not required
we point out an amendment of the amortization procedure of
by specific law provisions has also been supplied.
the brand for exclusively tax purposes, with regard to the last
129
financial year. In fact, the use of a double track not being pos-
current financial statement of depreciation suffered by the
sible in the Italian tax system, and therefore the autonomous
brand over a ten year period was included in the intangible
treatment of some Financial Statement items not being per-
assets analysis section, integrating such information with indi-
mitted, civil law legislation makes up for such shortcomings
cations in no. 14 of art. 2427 of the Civil Code.
as per art. 2426 of the Civil Code, allowing value adjustments
Furthermore, it is pointed out that in the financial year in que-
and provisions to be carried out exclusively in respect of tax
stion, accelerated depreciation has been calculated exclusi-
laws. The same National Accounting Principles in paragraph A
vely for tax purposes, using the process recommended by
II of document 29 dealing with “changes in valuations” expres-
Accounting Principle no. 25. The decision to deduct accele-
sly allow a tax influence on the drawing up of civil law finan-
rated depreciation from taxable income was appropriate in
cial statements. A change of accounting principles is admitted
view of the complete use in the financial year of benefits
only if validly motivated or if effected for a better representa-
coming from the application of the reduced rate as specified
tion of events and company operations on the financial state-
in Dual Income Tax for neo-listed companies. Therefore, the
ments; the aforementioned principle makes strict exception of
accelerated depreciation affects the income that discounts
the cases in art 2426 final § of the Civil Code.
the ordinary IRPEG rate. The advanced depreciation for tax
The change in the amortization process of the brand, invol-
purposes only were not allocated to the financial year 2001,
ving an attribution to the profit and loss account of one tenth
since the taxable income, less than that of the current year,
of the historic acquisition cost,-significantly greater than that
would have affected the income subject to the reduced rate.
represented in the Civil Code for the useful life of the asset –
For a detailed description of this operation and for comments
was carried out to benefit from the provisions of art. 68 of
on the influence of the same on the financial and economic
Dpr 917/86 following full recognition of the book value, made
situation, refer to the appropriate sections on Tangible Assets
through the aforementioned payment of the substitute tax as
and Income Taxes.
per D.Lgs. 358/97. Such tax benefits were not attainable in
In compliance with the Civil Code art. 2426, the most signifi-
any other way.
cant valuation criteria adopted to draw up the Financial
In fact, since from the technical-accountancy point of view
Statements for the year ended December 31st, 2001 are as
such an operation is not precisely qualifiable in the same way
follows:
as a change in accounting principles, - not having deviated
Intangible assets
from the postulates of the financial statement nor having used
applied principles different to those of Document no. 24 - and
much less a change in estimate – nothing has in fact changed
Intangible assets are disclosed at their historical acquisition
in the remaining useful life of the asset – these Notes are not
cost and directly amortized for the quota reasonably ascriba-
specifically obliged by current legislation to indicate the
ble to the fiscal year in relation to their expected useful life,
influence on the representation of the economic and financial
except for what indicated for the entry of the brand.
situation of such conduct. At any rate, in compliance with the
postulates of clarity and comparability, and in respect of the
Plant and extension costs, research & development costs
provisions of the IV Community Directive, the effects on the
With the Independent Auditors' approval, plant and extension
130
costs as well as research & development costs having a long-
for by art. 2426 second § of the Civil Code, which allows
term useful life were disclosed among fixed assets and are
value and provisions amendments to be carried out in strict
amortized over a period of five years.
accordance with taxation laws.
In compliance with the Civil Code criteria defined in the pre-
Software
ceding financial year, the amortization process was carried
Software consisted solely of software applications purchased
out in the Consolidated Financial Statement, itself demonstra-
outright. Their acquisition cost is amortized on a straight-line
ting no signs of the taxation effects.
basis for a period believed to adequately represent their useful life, generally set for three fiscal years.
Fixed assets under construction and advances
This item chiefly includes advances for research and design
Trademarks
costs.
The item refers to the value of the Saeco brand observed in
Once researches and designs are completed, the related
the allocation of the merger deficit cancellation determined by
costs are ascribed directly to the Profit and Loss Account if it
the incorporation of Saeco S.p.A. during the financial year
is estimated that their remaining useful life will terminated
2001. The amortization period, originally set at 38 years, ali-
during the current fiscal year, or disclosed under the item
gning the useful life of the trademark to the term previously
"Research & development costs" if the remaining useful life is
determined in the Consolidated Financial Statements, has
assessed to be long- term.
been amended in the current financial statement solely for tax
purposes. As previously indicated in the section on “Drawing
up principles and valuation criteria”, the operation was neces-
This item concerns the expenses pertaining to third –party
sary in order to be able to exploit tax benefits not attainable
assets and other long-term costs.
otherwise. Taxation laws permit the deduction of amortization
Expenses connected to third-party assets were incurred to
quotas from brands, not exceeding one tenth of the cost (art.
improve properties that were acquired through leasing agree-
68 § 1 D.P.R. 917/86) only in cases where the amortization
ments. Such costs are amortized over a term corresponding
is ascribed to the profit and loss account (art. 75 § 4 D.P.R.
to the remaining duration of the leasing agreements.
917/86), when there is no double track similar to that allowed
Long-term costs pertaining to mortgage agreements are
for depreciation of tangible assets. Since the full tax recogni-
amortized over a term corresponding to the remaining dura-
tion of the value of the “Saeco” brand has been achieved,
tion of these agreements.
through payment of the appropriate substitute tax, with the
Tangible assets
possible benefit of ten year depreciation, the Board of
Directors has decided to adopt a taxation criterion of amortization, since it would be uneconomic to proceed with civil
The book value of assets acquired from third parties corre-
code requirements relating to depreciation. The amortization
sponds to their purchasing and installation costs. The value of
plan has thus been recalculated ascribing to the current finan-
assets built with the use of in-house resources is supplied by
cial year a cost equal to 10% of the entry value as provided
all the directly attributable costs incurred.
131
Maintenance and repair costs that are not likely to valorise
ted without charging same to the Income statement, sugge-
and/or lengthen the estimated useful life of the assets are
sting attribution exclusively to a shareholders’ equity reserve
entirely ascribed to the Profit and Loss Account of the fiscal
at the distribution of income.
year in which they are sustained.
The notes on the taxes item supply a detailed description of
Values entered among assets are systematically adjusted
the effects brought about by the deferred tax reserve move-
every year for depreciation quotas calculated taking into
ments following the calculation of these amortizations.
account the estimated useful life of the assets. Depreciation
Long-term investments
quotas are not allocated for fixed assets under construction.
If at the close of the fiscal year the remaining useful life of the
asset proves to be lastingly less than what originally expec-
Equity interests
ted, its residual value is adjusted accordingly.
Equity interests in subsidiaries, associated companies and in
Asset depreciation rates adopted are as follows:
other companies as well as the stocks entered among longterm investments are disclosed at acquisition cost or sub-
Asset category
Buildings
General and specific facilities
Rate
scription cost, plus any related special charges directly attri-
3%
butable, adjusted through accumulated depreciation in the
case of losses deemed of a lasting nature.
10%
Electrical plants and equipment
12.5%
Item equity interests refer to the stakes, represented not only
Automated machinery
15.5%
by stocks, that represent lasting investments in other com-
Sundry equipment and moulds
25%
pany's share.
Office furniture and machinery
12%
If the subsidiary drafts its Financial Statements in a foreign
Electronic office machinery
20%
currency, the valuation is made by referring to the currency of
Motor vehicles
25%
the subsidiary's Financial Statements. The historical exchange
Internal means of transport
20%
rate forming the cost may be modified only when the exchan-
Self-produced equipment
25%
ge rate changes could entail a lasting loss of value. In such
cases, the new exchange rate replaces the historical exchan-
The above rates were reduced by half for acquisitions effec-
ge rate and the book value of the equity is reduced accordin-
ted during the course of the fiscal year. For tangible assets of
gly.
modest value whose cost per unit is less than 516 Euro,
Please refer to the Notes to the Consolidated Financial
depreciation was effected at full rate for the year in which
Statements for details pertaining to the differences between
they came into operation.
the equity interests recordings and the consolidated compa-
During the year and in conformity with Accounting Principle
nies' quota in the shareholders' equity.
no. 25, approved by the National Council of Accountants and
Book-keepers, the Company calculated in addition to econo-
Receivables
mic and technical depreciation also accelerated depreciation
Investment receivables were carried at face value, corre-
only for tax purposes. Accelerated depreciation was calcula-
sponding to their estimated break-up value.
132
Floating assets
Accrued income and deferred liabilities
Inventories
The item "Accrued income and deferred liabilities" includes
The following valuation criteria were adopted for inventories:
earnings relating to the period but payable in subsequent
• raw, subsidiary and expendable materials (chiefly compo-
years as well as the costs incurred before the close of the
nents) were carried at the lower of the weighted average
fiscal year but pertaining to subsequent years.
acquisition cost and the replacement cost;
Entered under the item "Accrued liabilities and deferred inco-
• closing inventories of goods were valued at the lower of the
me" were costs pertaining to the year but payable in subse-
acquisition cost and the likely break-up value in view of
quent years and revenues collected before the close of the
market trends;
fiscal year but pertaining to subsequent years.
• closing inventories of finished products were valued at the
These items included only the portions of costs and revenues
lower of the acquisition cost and the likely break-up price in
common to two or more fiscal years, the size of which varies
view of market trends. The production cost, determined as
over time.
the average of production costs for the year, includes all
industrial costs directly or indirectly attributable to the product.
Inventories were adequately written down to take into account
The provisions for liabilities and charges have been allocated
the lower break-up value of obsolete or slow-moving goods.
only to cover losses or doubtful debts of a specific nature and
of certain or probable occurrence for which the amounts or
Receivables and payables
contingency date could not be determined at the close of the
Receivables were carried at their estimated break-up value.
fiscal year.
With regard to trade credits the face value was suitably adju-
Employees’ severance indemnity
sted through a bad debt fund entry, calculated in compliance
with the provisions dictated by art. No. 71 of Presidential
Decree No. 917/86, considered adequate to the actual risk
The severance indemnity fund was allocated to cover all paya-
coefficient.
bles accruing to employees, in compliance with existing law
Payables were carried at their face value.
provisions and collective labour contracts as well as supplementary corporate benefits. These payables are subject to
Securities other then equity interests
index-linked revaluation.
Securities other than fixed assets are represented chiefly by
Costs and revenues
own shares entered at the lower of the acquisition cost, in
compliance with the LIFO method, and their break-up value in
view of the listing at the end of the year.
Revenues and income, costs and charges were entered net of
The item also includes equity interests in non-subsidiary and
refunds, bonuses, discounts and allowances as well as net of
non-affiliate companies valued at the acquisition cost. This is
taxation directly connected with the sale of the goods and
lower than the market value.
performance of the services.
133
Dividends
take place. Each temporary difference was therefore identified, taking into account the tax rate that would be applied at
Dividends were entered according to the accrual principle
the time in which the assets would be taxed/deduced on the
and, when deriving from foreign shareholdings, same were
basis of current regulations.
appropriately adjusted at the exchange rate applied on the
Conversion of foreign currency items
date of collection. In the same way, any tax credit was charged to increase the dividend's value, with a balancing entry
ascribed to item "Receivables from Inland Revenue" if the divi-
The receivables and the payables in foreign currencies other
dend would be collected during the fiscal year, or to item
than Euro were converted into Euro applying the historical
"Credit for advanced taxes" if the dividend would be collected
exchange rates in force on the day on which the transactions
in the following years.
took place. Exchange rate differences existing at the time of
In the event of collection being deferred after dividend's regi-
the collection of the receivables and the payables in foreign
stration, the deferred taxes that would be charged to the
currencies were entered in the profit end loss account.
company upon its collection were applied on the basis of the
In the event that a negative exchange rate would come forth
tax rate differences estimated to be in force when collection
at the close of the year from the conversion of receivables
was due.
and payables expressed in foreign currencies at the exchange rate in place on the date of the balance sheet, such rate
Income taxes
was entered in the profit and loss account for the fiscal year,
with a balancing entry in the exchange rate fluctuation fund,
Current income taxes due for IRAP (regional corporate income
even if it had not yet been carried out. In the event of a posi-
tax) and IRPEG (national corporate income tax) were determi-
tive exchange difference at the close of the year, this diffe-
ned according to the taxable income and in compliance with
rence was not entered in the profit and loss account on the
the tax legislation in force. Taxes due for IRPEG were calcula-
basis of prudence.
ted applying the tax benefits determined by the "DIT" provi-
The exchange rate fluctuation fund is adjusted at the close of
sions.
each year to record the actual potential liabilities that could
Deferred and advanced income taxes are entered on the basis
derive from the fluctuation of the Euro with other currencies’
of the time differences between the values attributed to
exchange rates.
assets and liabilities in compliance with the civil code princi-
Risks, commitments and guarantees
ples and the value attributed to the same for tax purposes.
The recording of deferred taxes may be omitted if it can be
demonstrated that their payment is unlikely; the recording of
Collateral was entered to the extent corresponding to the
advanced taxes is subject to the reasonable certainty that the
overall guaranteed sum. Sureties were entered to the extent
same may be recovered.
corresponding to the actual commitment at the financial sta-
Deferred and advanced income tax rates were re-aligned
tements date.
during the fiscal year taking into account the tax period in
Other memorandum accounts were entered at the value cor-
which the temporary assets and liability differences would
responding to the actual commitment they refer to.
134
Notes on balance sheet items
to the depreciations. The net value at the end of the year
refers to:
• charges incurred due to statutory changes effected equal
FIXED ASSETS
to 118 thousand Euro;
Please find illustrated below the elements and data required
• charges incurred due to the corporate re-organization of the
by item no. 2 of Civil Code article no. 2427 for each item per-
Group equal to 160 thousand Euro;
taining to tangible and intangible assets as well as to long-
• charges incurred for the admission of the Company in the
term investments.
listing equal to 2,212 thousand Euro;
• costs to position the brand equal to 1,716 thousand Euro.
Intangible assets
Research and development costs
Total
Original cost
11,431
Original cost
Depreciations of the previous years
(5,113)
Depreciations of the previous year
NET VALUE AT THE BEGINNING OF THE YEAR
Increases over the year
Devaluation
Depreciations over the year
NET VALUE AT THE END OF THE YEAR
6,318
6
14
(2,321)
1,430
300
Transfer from the item "advances"
114
4,206
3,751
(2,104)
Total
(536)
1,308
The net worth of the Company at the beginning of the year
Considering the Company marked tendency to product inno-
refers to the following assets:
vation, the item examined changes continually. It refers to
• charges incurred due to statutory changes effected equal
internal studies and researches carried out for manufacture of
a specific product. The item also includes investments carried
to 158 thousand Euro;
out to design the new products, by also applying the results
• charges incurred due to the corporate re-organization of the
of the internal research.
Group during the year 2000 equal to 255 thousand Euro;
• charges incurred during the year 2000 for the admission of
The costs examined were capitalized on the basis of objective
the Company in the Italian Stock Exchange listing equal to
elements, being concerned only with the assets already availa-
3,332 thousand Euro. This item also refers to those costs
ble for economic utilization and for which an economic return is
relating to guarantee and placement commissions, market
expected and capable of fully reabsorbing capitalized amounts.
reports and for the drafting of the information prospectus
Capitalized costs are amortized over five fiscal years and are
and other charges tied up with the listing.
calculated using the fixed rate method, beginning from the
time of their economic utilization.
• installation costs incurred during the year 2000 to position
the brand for the stock market placement on the financial
The cost increase equal to 414 thousand Euro, of which 114
markets equal to 2,573 thousand Euro.
thousand determined by the completion of projects that had
During the year no significant increase has been recorded,
began during the previous fiscal years and 300 thousand for
thus the net value at the end of the year changed according
the development of projects effected during last fiscal year.
135
At the end of the year the item refers to the costs for internal
This item refers to the value of the Saeco brand as determi-
and external research and design equal to 465 thousand Euro
ned by the attribution of the merger deficit cancellation (57
and to 843 thousand Euro respectively.
million Euro) determined by the incorporation of Saeco S.p.A.
Until these costs are fully amortized, dividends may be distri-
occurred during the year 2001.
buted to an extent such as to maintain sufficient reserves
The amortization plan has been determined over 38 fiscal
available to cover the remaining value to be amortized. Such
years, thereby aligning it with what already established in the
value for the current accounting year amounts to 2,764 thou-
Consolidated Financial Statements with reference to the defi-
sand Euro of which 1,308 thousand Euro pertaining to assets
cit of the shareholdings in Saeco S.p.A., because it has been
for which the amortization process has already began and
entailed - and is still entailed - that the value of the trademark
1,456 thousand Euro pertaining to assets under construction.
may be considered as unlimited if appropriately maintained
with investments aiming at brand preservation.
Rights for use of intellectual work – software
Original cost
Total
After the approval of the previous year's financial statements
1,088
and at the same time of the submission of the tax return, due
(520)
to the strategical reattribution of some of the Group's assets,
568
the Company has decided to give fiscal relevance to the value
437
of the merger deficit attributed to the trademark by the sub-
(492)
stitute tax of the Legislative Decree 8th October 1997 n. 358.
513
Considering this choice, for the current accounting year, the
Depreciations of the previous year
Company decided to modify the amortization process for the
This item consisted of software applications, partly purchased
trademark by calculating an allocation in the Income
in the previous years. The increase for the year amounts to
Statement equal to a tenth of the historical cost - a rate higher
437 thousand Euro and refers chiefly to Microsoft licenses
than the one representing the useful life of the good from a
and to cost accounting and wages programs.
civil law point of view – in order to take advantage of the pro-
The amortization of these assets was effected on a straight-
visions in the art. 68 of the Presidential Decree 917/86.
line basis over a three-year period, a duration believed to ade-
These tax benefits could not be obtained in any other way.
quately reflect the remaining useful life of the assets.
The taxation laws entail the possibility to deduct the trademark amortisation quotas to an extent not higher than a tenth
Total
of the cost (art. 68 § 1 Presidential Decree 917/86) only if
Original cost
57,400
the amortisation is entered in the profit and loss account (art.
Depreciations of the previous years
(1,511)
75 § 4 Presidential Decree. 917/86), because a double track
5,.889
system has not been entailed as otherwise allowed for the
Depreciations for the year
(5,740)
amortisation of tangible assets.
50,149
From a civil law point of view, the operation described is
Granting of licenses, trademarks and similar
136
clearly regulated by the resolution of the art. 2426 § 2 of the
Civil Code which entails the execution of adjustments in the
value and provisions exclusively when applying the tax regulations. On the contrary, in the Consolidated Financial
Statements, which does not represent in any way the tax
effects, the amortisation process has continued according to
the civil criteria detected during the previous years.
Below are highlighted the effects of this operation on the
representation of the financial standing and the economic
results
value data in Euro
Merger deficit attribution
57,399,459
Merger deficit attribution
57,399,459
0
Depreciation 2001 equal to 1/38
(1,510,512)
(1,510,512)
0
(1,510,512)
(5,739,946)
(4,229,434)
Value of the trademark as of 31/12/2002
54,378,435
Value of the trademark as of 31/12/2002
50,149,001
(4,229,434)
44,648,781
Pre-tax result
40,419,347
(4,229,434)
Taxes for the year
(9,566,378)
1,702,346
Net profit for year 2002
30,852,969
(2,527,088)
558,026
(1,702,346)
Pre-tax result
Taxes for the year
Tax payables (net of receivables)
(11,268,724)
33,380,057
2,260,372
Tax payables (net of receivables)
The above mentioned change in the amortisation procedure
has determined the recording of higher amortisation quotas
Fixed assets under construction – various designs –
research and development costs
equal to 4,229 thousand Euro, followed by a tax reduction
VALUE AT THE BEGINNING OF THE YEAR
equal to 1,702 thousand Euro and a net result reduction of
Increases for the year
2,527 thousand Euro; from a financial point of view, this ope-
Decreases for completion of projects
(114)
ration has determined a lower disbursement equal to 1,702
VALUE AT THE END OF THE YEAR
1,456
thousand Euro.
137
Total
685
885
The item includes current fixed assets that had already been
revenues and income” and capital losses of 17 thousand Euro
recorded at the close of the previous year since the projects
entered under the item “Sundry operating costs”.
to which they pertain were not yet of economic use. The item
For the year which these notes refer to, the Company, taking
also includes increases for new projects that will be put to
advantage of tax benefits granted by taxation laws, has
productive use in the coming years and the decreases effec-
deducted from tax return 2,923 thousand Euro for advanced
ted reflecting the amortization process that has started of
depreciation, the latter not passing to the Profit and Loss
completed projects.
Account; in relation to these sums, at the time of allocation of
net profit for the year will be proposed to allocate the same
Original cost
Previous years amortizations
Amortizations for the year
Total
amount to a special unavailable Shareholders' Equity reser-
328
ves. Deferred taxes were correspondingly entered in the Profit
and Loss Account amounting to 1,918 thousand Euro.
(196)
Below are changes to single items of the sub-category in que-
132
stion.
8
(44)
96
Land and buildings
Total
Original cost
28,929
The item refers to the charges sustained for third-party assets
(5,524)
as well as mortgage and loans fees and tax charges.
23,405
Tangible assets
1,432
Decreases for the year
(208)
Use of the fund for sales
During the year the present sub-group underwent the following
global changes resulting from purchases, disinvestments and
40
(868)
23,801
depreciation:
Company-owned properties were as follows:
Tangible Assets
Initial balance
Acquisitions
Net disinvestments
Total
• industrial building in Gaggio Montano (Bo), via Panigali no.
40,292
39. The property was given a book value of 8,587 thousand
8,490
Euro. During the year, some modifications to the building
were effected at a cost of 101 thousand Euro;
(1,363)
Amortizations
(6,675)
• industrial building in Gaggio Montano, Via Torretta 240,
Final balance
40,744
given a book value of 7,003 thousand Euro. Works on the
building were carried out at a cost of 532 thousand Euro
The sale of assets during the year brought about global sur-
during the year;
pluses of 1,145 thousand Euro entered under the item “other
138
given a book value of 3,278 thousand Euro. Works on the
Plant and Machinery
building were carried out at a cost of 185 thousand Euro
during the year;
• industrial building in Gaggio Montano, Via Torretta 230
(extension), given a book value of 781 thousand Euro;
given a book value of 180 thousand Euro;
Total
Original cost
10,692
(6,646)
4,046
1,391
(408)
Use of the fund for decreases of the year
• industrial building in Gaggio Montano, Via Torretta
Depreciations for the year
227/228, given a book value of 355 thousand Euro;
320
(1,174)
4,175
• auxiliary building in Pisa, locality La Cella, via Fiorentina
218/A; this property was partly used as an exhibition
Increases of 1,391 thousand Euro referred to special instal-
warehouse and partly leased out. It was given a book value
lations (1,381 thousand Euro) and normal installations (10
of 4,130 thousand Euro.
thousand Euro). The most significant amounts are related to
• auxiliary building in Montese (MO), locality Iola; it was given
the purchase of assembly lines for the production. Decreases
a book value of 3,891 thousand Euro. During the year,
of 408 thousand Euro, referred to the sales of special instal-
works were carried out on the building at a cost of 471
lations (139 thousand Euro), automated machinery (262 thou-
thousand Euro. One-third of the property was used by the
sand Euro), and normal installations (7 thousand Euro).
company, while the remaining part was leased out;
The net value at the end of the year was broken down as
• building for use as company flats in Gaggio Montano, via
follows:
Cavalieri di Vittorio Veneto, given a book value of 546 thou-
• special installations: 2,592 thousand Euro,
sand Euro; no depreciation was effected, it being a resi-
• normal installations: 1,396 thousand Euro,
dential building.
• automated machinery: 187 thousand Euro.
• non-building land in Gaggio Montano, given a book value of
16 thousand Euro;
Industrial and trade equipment
• building land in Castel di Casio, given a book value of 441
Original cost
thousand Euro. Works on the building were carried out at a
cost of 142 thousand Euro during the year;
• building for use as company flats in Gaggio Montano, via
Cavalieri di Vittorio Veneto, given a book value of 324 thousand Euro; no depreciation was effected, it being a resi-
8,675
4,286
(1,449)
while the decrease refers to the sale of the building in
Grizzana Morandi (Bo), via Ponte Ginepri n. 73/R, partly used
as a deposit and partly leased out to third parties.
139
(28,825)
Transfer from the item "advances"
The increase in this year has to be attributed to modifications,
37,500
dential building.
Total
378
1,165
(4,148)
8,907
Increases over the year of 5,451 thousand Euro referred to
Leasing agreements
sundry equipment and moulds acquired from third parties
(4,618 thousand Euro) and self-produced equipment (833
As for the previous years, the methods adopted for recording
thousand Euro). Decreases, referred to the sales of sundry
leasing operations, conforming to usual practices in Italy, are
equipment and of self-produced equipment.
in contrast with the provisions of international accounting prin-
Net value at year end was broken down as follows:
ciples. Book-keeping using the financial method would have
• sundry equipment and moulds: 7,180 thousand Euro,
caused leased goods to be carried in the balance sheet, net
• self-produced equipment: 1,727 thousand Euro,
of amortisation, to be included among the assets, as well as
debt, in terms of principal due, to be included among liabili-
Other assets
Total
ties. At the same time, in the Profit and Loss Account the ren-
Original cost
4,185
tals paid would have been reversed, replacing them with the
(2,483)
amortisation quotas of goods and quotas pertaining to finan-
1,702
cial charges resulting from the implicit interest on the loan
Previous years amortisationsi
included in the year’s instalments.
733
(234)
The effect that this book-keeping method would have had on
198
Shareholders’ Equity and on the operating result would in
Amortisations for the year
(485)
short have been an increase in net tangible assets (3,224
1,914
thousand Euro), an increase in payables (1,187 thousand
Euro), a decrease in deferred liabilities (265 thousand Euro),
During the year the following purchases were effected: inter-
an increase in Shareholders’ Equity (658 thousand Euro) and
nal means of transport (284 thousand Euro), electronic office
an increase in net profit for the year (72 thousand Euro), the
machinery (379 thousand Euro), office furniture and machi-
latter two net of the relative theoretical fiscal effect, calcula-
nery (52 thousand Euro), cellular phones (2 thousand Euro)
ted at 34%.
and furniture and furnishings (16 thousand Euro).
Long-term investments
Fixed assets under construction and advances
Total
2,464
Equity interests in subsidiaries
5,895
data for each interest: name, registered office, share capital,
Decrease for the year
5,247
shareholders’ equity resulting from the most recently appro-
(1,165)
ved financial statement, result for the last accounting period,
Transfer to other categories
equity interest and book value.
1,947
The following changes to equity interests in subsidiaries have
At year end, the item in question was broken down as follows:
Advance for fixed assets
Advances for moulds
Advance for equipment
been recorded during 2002:
37 thousand Euro
679 thousand Euro
1,231 thousand Euro
140
Description
Gross balance at 31/12/2001
the capital increase row (364 thousand Euro);
144,047
3,538
Subscriptions and increases in capital
1,035
Increases due to releases of claims
1,072
- Devaluations
(1,072)
Changes occurred during the year
(4,573)
iv) 100% of Saeco Strategic Services Ltd has been purchased
for a consideration of 100 thousand Euro; then the payment capital was increased of 505 thousand Euro.
At the end of the year, the stake in the above mentioned
company was given a book value of 505 thousand Euro, an
amount that can be entirely found in the row of capital
148,620
+ Devaluations
Gross balance at 31/12/2002
shown in the acquisition row (2,949 thousand Euro) and in
0
Acquisitions
Net balance at 31/12/2002
the table of the changes given above, these values are
144,047
- Devaluations
Net balance at 31/12/2001
Euro, keeping the stake share to the capital unchanged. In
Total
increase;
1,072
v) the company Saeco Polska Sp.Zo.o was set up; the com-
149,692
pany has interests in this subsidiary for the 75% of the
capital, with a book value of 166 thousand Euro; this
These changes are due to the following events:
amount is entirely entered in the subscription row of the
i) it was executed the merger by takover of Elma s.r.l. into
table of the changes already given;
M.T.P. S.p.A., entering the value of the participation in
vi) during the year the company waived receivables already
Elma on the M.T.P. participation, thus increasing its value
accrued with respect to the subsidiary Saeco France Sa
from 4,633 thousand Euro to 6,366 thousand Euro;
for an amount of 1,072 thousand Euro, aiming to cover the
ii) the value of the participation in MCP, originally given a
losses of the subsidiary on its own reference market.
book value of 1,961 thousand Euro, has increased first for
the purchase of another quota amounting to the 19% of
The nature of the losses and a close analysis of the same and
share capital of the subsidiary company for a consideration
of the risks connected to the market where the subsidiary
of 592 thousand Euro and secondly, after the takeover of
operates allowed evaluating how this waiver makes it possible
the Estro srl, a fully owned subsidiary of Saeco
to solve the situation and to write down at all the bad debts
International Group, into the M.C.P. itself; with this opera-
of the subsidiary in the financial statements at 31/12/2002.
tion the value of the stakes held in Estro and amounting to
The loss of Saeco France was thus determined and totally
1,345 thousand Euro are entered on the participation into
covered.
M.C.P.. These operations lead to an increase of the M.C.P.
Having determined the term of the loss and the exact amount
participation from 63% to 87.44%;
of the same, based on what indicated in the Accounting
iii) stake shares to the 60% of the capital of Saeco Australia
Principles (Document 20 Paragraph 3.2) the equity interest
Pty Ltd have been purchased for 2,533 thousand Euro, and
was written down at all for an amount coinciding with the face
stake shares to the 60% of the capital of C.M.S. (NSW) Pty
value of the receivables waived in favour of Saeco France.
Ltd. have been purchased for 413 thousand Euro. The
The value given for the equity interest did not change as for
equity interests in Saeco Australia has increased as a con-
the net amount with respect to the previous year, having being
sequence of an increase in the capital for which the com-
increased due to the waiver of receivables amounting to
pany has entered a share amounting to 364 thousand
141
1,072 thousand Euro, and then written down at all for the
ment in the market shares with respect to the immediate com-
same amount; these changes were noted in the table of the
petitors.
changes, by reporting their amount in the rows for increases
Even trusting in a more clear demonstration of the positive
due to waiver of receivables and for devaluations.
effects of the restructuring plan realized for the Argentine
In compliance with what indicated in the above mentioned
subsidiary, and acknowledging the nature not lasting of the
Document 20, the decrease in the value was highlighted in the
negative results, our Company thought it right also for the
profit and loss account in the D group, Adjustments in the
year 2002 to allocate an amount aiming to cover the losses
value of financial assets, under the item Devaluations, while in
of its own subsidiary, in order to increase the fund for cove-
the section regarding the equity interests the amount of the
rage of losses already allocated.
devaluation will be reminded, in order to detect the revaluation limit in the event of a lasting recovery in the value, that
Italian subsidiaries
allows to register again the equity interest at the acquisition
Company: GLORIA S.R.L.
value, now increased due to waived receivables.
Registered office: Garbagna Novarese
Via G. Matteotti n. 4
We point out that, the year 2002 was characterized by an
Euro/000
uncertainty of the economic and politic situation in Argentina,
Share Capital
with clear effects on the markets and on the results of the
47
Shareholders' Equity at 31/12/02
before the results for the fiscal year
subsidiary Saeco Argentina Sa (of which we own since 1999
a quota amounting to the 80% of the Capital) which registered
a contraction in the revenues, showing a loss during the year
2002.
Equity interests owned 100%
This result characterized also the trend of the year 2001,
Book value
1,340
627
1,967
470
when the reduction in the volume of business of the subsidiary
was more considerable; considering this event, the Company
thought it right to create a fund for coverage of losses, as
Company: M.T.P. S.P.A.
indicated in the Accounting Principles (Document 19
Registered office: Urgnano (BG)
via V° Alpini n. 32
Paragraph C.V.f.), intending to cover the losses of its own
Euro/000
subsidiary, even if considered not lasting, and bear the
Share Capital
restructuring costs for Argentine structure recovery.
In the financial year just ended, the project of restructuring
the company already showed the first positive results, even
520
4,062
2,112
considering the current difficulties of the Argentine economic
6,175
situation: the general contraction of the Country where the
subsidiary company operates did not prevent the improve-
Book value
142
6,366
Company: SPIDEM S.P.A.
Company: SAECO VENDING S.P.A.
Registered office: Milano
Registered office: Gaggio Montano (BO)
via del Sempione n. 249
via Cavalieri di Vittorio Veneto n. 112
Euro/000
Euro/000
Share Capital
104
Share Capital
1,000
551
1,350
831
1,383
Book value
Book value
2,091
Company: OROSTA S.R.L.
Company: TECNA S.R.L.
Registered office: Zanica (BG)
Registered office: Grizzana Morandi (BO)
via Giovanni Falcone
via Ponte Ginepri n. 73/R
Euro/000
Euro/000
52
776
0
776
Book value
Share Capital
62
76
330
406
3,858
Book value
1,075
Company: M.C.P. S.R.L.
Company: BIS TRASPORTI S.R.L.
Registered office: Ponte Venturina (BO)
Registered office: Gaggio Montano (BO)
via Ponte della Venturina n. 27
via Cavalieri di V. Veneto n. 116
Euro/000
Share Capital
Euro/000
15
Share Capital
454
Net loss for year 2002
129
583
Equity interests owned 87.44%
Book value
1,467
3,998
Share Capital
117
10
268
47
315
3,898
Book value
143
928
Company: PEGASO S.R.L.
Company: FIANARA INTERNATIONAL B.V.
Registered office: Amsterdam: OLANDA
via Tamagno n. 7
Staete Building, Aemsteldy n. 166
Euro/000
Euro/000
Share Capital
10
Share Capital
97
18
288
385
Book value
486
28,039
8
Book value
22,242
Company: ESPRESSOLUTION S.R.L.
Company: SAECO IBERICA S.A.
Registered office: Cornella (Barcellona) SPAGNA
via Tamagno n. 7
Sant Ferran , 34-36, Polìgono Almeda
Euro/000
Share Capital
27,553
Euro/000
50
Share Capital
35
(1)
1,384
34
6,023
Book value
676
4,639
47
Book value
20,469
Foreign subsidiaries within the Euro area
Company: SAECO AUSTRIA AG
Registered office: Luestenau (Costanza) AUSTRIA
Company: SAECO HANDELSGESELLSCHAFT MBH
1, Millenniumspark
Registered office: Eigeltingen (Sud Costanza) GERMANIA
Euro/000
Hermann-Laur-Str. n. 4
Euro/000
Share Capital
1,534
11,332
6,417
1,500
4,513
1,989
6,502
17,749
Book value
Book value
Share Capital
30,618
144
7,999
Company: SAECO POR LDA
Company: SAECO STRATEGIC SERVICES LTD
Registered office: Moreira, Maia (Porto) PORTOGALLO
Registered office: 15 Herbert Street
Rua Eng. Frederico Ulrich, 2809
Dublin 2 - Ireland
Euro/000
Euro/000
Share Capital
274
Share Capital
500
686
500
346
(76)
424
1,032
Book value
2,971
Book value
505
Foreign subsidiaries outside the Euro area
Company: SAECO FRANCE S.A.
Registered office: Orly, Cedex (Paris) FRANCIA
Company: SAECO ARGENTINA S.A.
23, Rue Maillard, Senia 410
Registered office: Villa Luzuriaga (Buenos Aires) ARGENTINA
Euro/000
Share Capital
Guido Spano 1840, San Justo
416
Share Capital
929
(572)
357
Book value
2,703
Euro/000
Arg$
22
21,814
1,393
1,691,290
(2,439)
(7,252,038)
(1,046)
(5,560,748)
Book value
12,782
Company: SAECO BENELUX S.P.R.L.
Registered office: Alleur (Liegi) BELGIO
Company: SAECO SCHWEIZ AG
Parc Industriel, Rue Al'Trappe 114
Registered office: Oensingen (Solothurn) SVIZZERA
Euro/000
Share Capital
Nordringstrasse n. 9
118
Share Capital
1,147
133
1,280
Book value
2,475
Euro/000
Chf
62
100,000
2,474
3,715,804
1,071
1,571,561
3,545
5,287,365
Book value
145
7,430
Company: NIHON SAECO KK
Company: SAECO USA
Registered office: Kawasaki-shi,Kanagawa GIAPPONE
Registered office: Annapolis (Maryland) STATI UNITI
1-24-6 Arima, Miyamae-ku
451 A1 Defense Highway
Euro/000
Jpy
Share Capital
194
20,000,000
841
9,584,049
571
67,468,397
1,412
163,052,446
USD
3
2,500
1,436
1,271,963
(581)
(549,018)
855
722,945
Book value
Euro/000
Share Capital
3,630
Book value
3,432
Company: SIMEX INC.
Company: SAECO CANADA LTEE
Registered office: Annapolis (Maryland) U.S.A.
Registered office: Montrèal - Quèbec CANADA
451 A1 Defense Highway
Share Capital
8145 Boul. St. Laurent
Euro/000
US$
50
50,000
(874)
(929,274)
1,011
956,020
137
26,746
Share Capital
Book value
Euro/000
$can
1
1,000
2,744
3,912,455
1,080
1,603,252
3,824
5,515,707
50
Book value
5,026
Company: SIM AG
Company: ELETRODOMESTICOS SAECO DO BRASIL LDA
Registered office: Binz SVIZZERA
Registered office: Pinheiros, Sao Paulo BRASILE
Hausac Hersir 46
Rua Mourato Coelho 90, Consunto 11
Euro/000
Chf
69
100,000
820
1,190,833
426
618,438
1,246
1,809,270
Share Capital
Book value
Euro/000
Real
54
200,000
36
133,059
20
36,259
46
169,318
Share Capital
1
Book value
146
70
Company: SAECO POLSKA SP.ZO.O
Company: CMS (NSW) PTY LTD
Registered office: Warszawa POLONIA
Registered office: 28 Burwood Road Burwood AUSTRALIA
04-713
ul. _ega_ska 30 A/51
2134 New South Wales Australia
Euro/000
Zloty
Share Capital
198,955
800,000
Share Capital
199,154
800,797
(23,439)
175,715
Euro/000
AUD
0
260
224
415,547
(94,247)
197
365,119
706,550
421
780,666
Book value
166
Book value
413
Company: SAECO AUSTRALIA PTY LTD
It is pointed out that in compliance with existing law provi-
Registered office: Reservoir, Victoria 3073 AUSTRALIA
sions, the Consolidated Financial Statements of the Saeco
6/87 Newlands Road
Group were drawn up for the period ending 31st December
Euro/000
AUD
Share Capital
539
1,000,006
539
1,000,006
990
1,720,416
1,529
2,720,422
2002. In these financial statements, in addition to directly controlled companies, with the exception of the companies Sim
A.G., Espressolution s.r.l., Eletrodomesticos Saeco Do Brasil
Ltda, Saeco Strategic Services Ltd, Saeco Polska sp.zo.o,
CMS Ltd, these being considered as "irrelevant" (as per art.
28, § 2A, Legislative Decree 127/91), the following equity
Book value
interests in indirectly controlled companies were recorded:
2,897
147
NAME
REGISTERED OFFICE
SHARE %
Owned through
(indirect)
GAGGIA S.P.A.
MILANO - ITALY
60
22% of Pegaso s.r.l. and the 78% of Elfe s.r.l.
ELFE SRL
MILANO - ITALY
100
100% of Pegaso s.r.l.
IMEL AG
ZURIGO - SWITZERLAND
100
100 % of Fianara B.V.
SAECO ONTARIO LTEE
TORONTO - CANADA
80
100 % of Saeco Canada Ltee.
MABECO GMBH
SUD COSTANZA – GERMANY
80
100 % of Saeco Handelsgesellschaft mbh.
SAECO CARD GMBH
SUD COSTANZA – GERMANY
80
100 % of Saeco Handelsgesellschaft mbh.
For greater details about consolidated companies and the
an interest-bearing loan – 6,5% interest rate - maturing at
principles of consolidation adopted, refer to the explanatory
31.12.03;
notes of the Saeco group’s consolidated financial statements.
• Receivables from Pegaso of 7,149 thousand Euro per a
non-interest-bearing loan;
Equity interests in other companies
• Receivables of 363 thousand Euro for interests related to
The item includes minority interests represented by the equity
various loans;
interest in Conai pool, in Bologna Energia Pool and in CAAF
Emilia Centrale.
The item, totalling 181 thousand Euro, chiefly for sums paya-
Receivables from subsidiaries
ble within the coming year, included the following:
The item totalled 9,920 thousand Euro and included the fol-
• 145 thousand Euro for advanced tax payments on
lowing receivables for loans granted to companies in the group:
employees’ severance indemnity and 12 thousand Euro for
• Receivables from Saeco France of 1,267 thousand Euro for
the relative revaluation contemplated by law.
an interest-bearing loan – 6,5% interest rate - maturing at
• guarantee deposits totalling 17 thousand Euro and other
31.12.03;
receivables for the residual value.
• Receivables from Saeco Australia Ltd of 574 thousand Euro
Working capital
for an interest-bearing loan – 6,5% interest rate - maturing
at 31.12.03;
• Receivables from Saeco Argentina of 236 thousand Euro
INVENTORIES
for an interest-bearing loan – 6,5% interest rate - maturing
They totalled 31,999 thousand Euro, a rise of 914 thousand
at 31.12.03;
Euro vis-à-vis the close of the previous year, and were broken
• Receivables from Saeco Polska of 331 thousand Euro for
down as follows:
148
INVENTORIES
31-12-02
31-12-01
∆
22,292
21,900
392
(445)
(122)
(323)
21,847
21,778
69
Raw materials
Raw materials depreciation fund
Booked total
Goods
3,956
967
2,989
Finished products
6,306
8,570
(2,264)
(110)
(230)
120
Booked total
10,152
9,307
845
TOTAL
31,999
31,085
914
Finished products depreciation fund
Raw materials in stock consisted of components and expen-
the previous year in relation to slow-moving finished products,
dable materials for the production of different company pro-
fell, in consequence of value realignment, owing to the esti-
duct lines.
mate of the Company assets at the end of the year.
The considerable increase of the value for the inventories of
The raw material depreciation fund was increased during the
goods, compared to the previous year, was due to the grea-
year to take into account the potential devaluation of compo-
ter supply of finished products from third parties.
nents deemed to be obsolete or difficult to use.
The finished product depreciation fund, already earmarked in
Changes to respective depreciation funds were as follows:
Raw materials
Finished products
31-12-02
Initial balance
122
Initial balance
Devaluation during the year
323
Use during the fiscal year
Balance at the end of the year
445
149
31-12-02
230
(120)
110
RECEIVABLES
They totalled 124,891 thousand Euro, all payable before the
end of the coming year; the item showed a rise of 33,391
thousand Euro.
Below is the detailed information:
Receivables from customers
The breakdown of this item was as follows:
DESCRIPTION
Customers (Italy)
Foreign customers
Bill portfolio
Invoices to be issued
Rejected receivables
∆
31-12-02
31-12-01
17,289
10,383
6,906
6,683
3,206
3,477
11,456
13,688
(2,232)
7
196
(189)
1,038
861
177
Credit notes to be issued to Italian customers
(1,404)
(1,166)
(238)
Total receivables
35,069
27,168
7,901
(718)
(441)
(277)
Receivables depreciation fund
Default interest depreciation fund
Booked value
(23)
(0)
(23)
34,328
26,727
7,601
The receivables depreciation fund, corresponding to 741
The use of the fund during the year was due to the devalua-
thousand Euro, underwent the following changes:
tion of receivables; their uncollectability showed as definitive
during the year, while the share allocation was due to the
RECEIVABLES DEPRECIATION FUND (deductible)
need to adjust the fund to the losses owing to uncollectability
31-12-02
not yet expressed, though they were feared or latent.
Initial balance
345
(173)
451
623
150
RECEIVABLES DEPRECIATION FUND (taxed share)
Intragroup operations
31-12-02
Below is the analysis of trade receivables in place with Group
Initial balance
companies.
95
Use of the fiscal year
0
0
On this point, and in accordance with the CONSOB recommendations of 20th February 1997 (DAC/97001574), of 27th
February 1998 (DAC/98015375), and with the CONSOB com-
95
munication n.2064231 of 30.09.02, with which the related
parties were determined, it is pointed out that:
During the year an appropriate default interest depreciation
a) intragroup operations, and operations with related parties,
fund was also allocated for an amount equal to the accrued
effected during the year gave rise to relations of a com-
default interests on receivables, calculated according to the
mercial, financial or advisory nature, and were performed
discipline indicated by the Legislative Decree 231/2002.
under market conditions in the economic interests of sin-
Below are the changes of this fund:
gle companies involved in the operations in question;
DEFAULT INTEREST DEPRECIATION FUND
b) untypical or unusual operations deviating from normal busi-
31-12-02
ness operations were not performed, and the interest rates
Initial balance
and conditions (lending and borrowing) applied in financial
0
23
23
relations among the various companies were in line with
market conditions
Payment terms established with firms forming part of the
Group were in accordance with normal trading practices in the
sector and in compliance with what indicated by the
Legislative Decree 231/2002; because of market expansion
policies, especially overseas, these payment terms are sometimes extended, up to 180 days.
151
DESCRIPTION
31-12-02
31-12-01
∆
Consolidated subsidiaries
M.T.P. S.p.A.
214
4
210
M.C.P. s.r.l.
2.571
83
2,488
Gloria s.r.l.
2
0
2
Estro s.r.l.
0
20
(20)
Orosta s.r.l.
7
1
6
3,061
0
3,061
Saeco Vending S.p.A.
315
3
312
Tecna s.r.l.
(183)
Spidem S.p.A.
124
307
Bis trasporti s.r.l.
28
16
12
Saeco Hand. mbH
21,213
14,985
6,228
Saeco Iberica S.A.
2,634
2,136
498
Saeco Argentina SA
3,360
5,065
(1,705)
Saeco Schweiz Ag
4,235
3,616
619
Saeco Australia Ag
2,966
0
2,966
Saeco Austria Ag
6,455
8,521
(2,066)
Saeco Por Lda
1,533
2,255
(722)
Saeco France SA
3,364
5,095
(1,731)
Saeco Benelux S.p.r.l.
1,236
1,744
(508)
Imel Ag
1,661
155
1,506
Gaggia S.p.A.
8,188
(2)
8,190
Saeco Canada Ltee
1,340
1,030
310
Saeco Inc.
5,578
4,958
620
92
149
(57)
Saeco Card. Gmbh
Intragroup bill portfolio
Total
0
6,358
(6,358)
70,177
56,499
13,678
1,076
645
431
259
60
199
Non-consolidated subsidiaries
Sim Ag
Elettrodomesticos Saeco Brasile lda
Saeco Polska sp.zo.o
1,182
0
1,182
Total
2,517
705
1,812
Affiliates
Saeco Eng. GmbH
Sogeco s.r.l.
Total
TOTAL
152
3
0
3
643
0
643
646
0
646
73,340
57,204
16,136
To optimize group financial flow management, during the year
Companies with which S.I.G. has a
current account with a credit balance
the company implemented a “cash pooling” system with the
31-12-02
subsidiary companies in Italy and with Saeco Strategic
Services Ltd. Through the cash pooling agreement Saeco
Bis Trasporti
International Group (pooler company) managed the current
Saeco Vending
account balance of other companies involved in the agree-
Estro
ment, undertaking to transfer on the current account of each
MCP
affiliated company an amount equal to the daily balance of
Tecna
636
this account, if negative, or to confiscate the daily balance of
Gaggia
18
the account, if positive. Below is a table of the
MTP
receivables/payables ratio of other subsidiaries at the end of
Saeco Strategic Services
1,031
the year:
TOTAL
7,459
Companies with which S.I.G. has
a current account with a debit balance
Spidem
153
105
1,606
382
2,900
781
31-12-02
1,452
Orosta
204
TOTAL
1,656
DESCRIPTION
Vat receivable
Clearing Vat receivable
31-12-02
31-12-01
∆
4,081
1,720
2,361
516
516
0
41
41
0
Receivables from Swiss Inland Revenue
CIT-IRAP receivables
Receivables from German Inland Revenue
Receivables for advances to suppliers
Receivables for advanced taxed
Other receivables
TOTAL
76
3,426
(3,350)
1,125
1,125
0
834
399
435
2,883
303
2,580
207
39
168
9,763
7,569
2,194
VAT credit was for VAT entries relative to invoices for services
(Corporate Income Tax), taking into account the advances
received but not counterbalanced by taxable revenue, taking
paid during the year; on the contrary, the Irap showed on the
into account the company’s high exporting propensity. VAT
payable side. As these were different taxes, balances were
credit is split up into credit carried over and indemnifiable cre-
not offset directly, but only at the time of balance payment.
dit, in the sphere of taxation payments; the indemnifiable cre-
Receivables for advanced tax payments consisted of IRPEG
dit of 516 thousand Euro has already been used to offset
tax (2,840 thousand Euro) and IRAP regional tax (43 thousand
other payables.
Euro) regarding deferred tax deductible income subject to the
Receivable from Swiss Inland Revenue totalling 41 thousand
fixed tax rates for the period when this income subject carried
Euro and German Inland Revenue of 1,125 thousand Euro
forward to taxes computation; for this purpose, refer to a
arose from withholdings on dividends effected by the parent
more detailed note in the appropriate section on taxes
company, which will be reimbursed by the respective financial
Administrations upon receipt of a standard application; these
MARKETABLE LONG-TERM INVESTMENTS
receivables were classified among the amounts that are to be
paid within 12 months, since the inspections performed
Others equities
showed that this should occur during 2003.
These were Credito Cooperativo shares for an amount of 1
As a consequence of the taxes payment for the year, a recei-
thousand Euro.
vable situation was observed with reference to Irpeg
154
Own shares
LIQUID ASSETS
They were 119,043 company shares with a face value of 0,52
These totalled 4,288 thousand Euro, up 2,864 thousand Euro
Euro each, totalling an amount of 61,902 Euro. These shares
on the previous year. Changes to cash flows are given in the
were purchased in order to improve a free stock ownership
Financial Statement.
plan on behalf of Company and subsidiaries employees, as
Accrued income and prepaid expenses
decided by Shareholders' Meeting in April 2001; the operation
was completed definitively in December of the same year.
Securities purchased showed excessive compared to the sha-
They totalled 9,923 thousand Euro, up 9,627 thousand Euro
res assigned to the employees, and the Shareholders'
on the previous year, mainly due to the deferral calculated to
Meeting decided in April 2002 a mandate for the sale of the
correlate again the substitute tax for taxation franking of mer-
shares still included in the current assets. The market value of
ger deficit and the amortization plan for the trademark, to
the security during the year 2002 and the comparison to the
which the same deficit was attributed. Infact, in the event that
average price of purchase led to maintain own shares, waiting
the deficit franked through the payment of the tax was entirely
to sell them until break-up price reached a quotation equal to
ascribed to the higher value of depreciating assets, it was
the purchase price.
thought that this tax should be considered as pertaining to the
The difference between cost of shares, valued with LIFO stan-
different years of the depreciation period referred to the
dard, and value expressed by the market at the close of the
assets entered at the higher values, and in proportion to the
year, caused a treasury stock depreciation of 161 thousand
depreciation ascribed to each year. The portion of the substi-
Euro; the corresponding estimate carried out at the end of the
tute tax not pertaining to the accounting period should be
year 2002, by valuating the shares at the lowest between the
delayed through the technique of deferred liabilities. In this
cost incurred and the value expressed by the market at the
way the substitute tax will be ascribed, proportionally, to the
close of the year, allowed a recovery in value amounting to 99
different years during which the business carried out a tax
thousand Euro.
saving, by entering higher depreciations in the profit and loss
Below is a breakdown:
account (with the same meaning the point 3 of the Research
Document n. 62 of Assirevi of January ’98).
The item consisted of accrued income on interests for 8 thou-
OWN SHARES
Face value
Share premium
Previous year depreciation
Recovery of value during the year
BOOKED VALUE
62
sand Euro and of deferred liabilities for 9,916 thousand Euro,
414
of which: substitute tax on merger deficit amounting to 9,557
(161)
thousand Euro, rentals paid in advance equal to 265 thousand
99
Euro, fidejussory charges for VAT refunds amounting to 8
415
thousand Euro, rents equal to 9 thousand Euro, rentals for
services amounting to 63 thousand Euro; sponsorship charges equal to 12 thousand Euro and others amounting to 2
thousand Euro.
155
Shareholders’ equity
Description
31-12-01
Increases
Decreases
31-12-02
Share Capital
104,000
0
0
104,000
116,894
0
0
116,894
1,240
67
0
1,307
316
99
0
415
15,536
1.280
(99)
16,717
1,348
30,853
(1.348)
30,853
Legal reserve
Own share reserve
Other reserves
Profit of the year
TOTAL
239,334
270,186
At year end, share capital stood at 104,000 thousand Euro,
– the Extraordinary Reserve rose for an amount of 1,280
split up into 200,000,000 shares each having a face value of
thousand Euro, due to the decision of the Ordinary
0.52 Euro.
Shareholders' Meeting held on 24th April 2002 referring to
the allocation of net profit for the year 2001; the same
During the year the following changes were recorded among
reserve recorded a decrease of 99 thousand Euro to face
the items of the Shareholders' Equity:
up to the adjustment needed for the Own Shares Reserve;
– the legal reserve rose for an amount of 67 thousand Euro,
– the Own Shares Reserve rose of 99 thousand Euro as a
due to the decision of the Ordinary Shareholders' Meeting
consequence of the recovery in value of the own shares for
th
held on 24 April 2002 referring to the allocation of net pro-
the same amount, as described in the appropriate section
fit for the year 2001;
of these Notes.
OTHER RESERVES
Extraordinary reserve
Contribution fund L. 317/91
Advanced depreciation reserve
Contribution art. 55/917 reserve
TOTAL
31-12-01
Increases
Decreases
31-12-02
15,468
1,280
(99)
1,.649
27
0
0
27
0
0
0
0
41
0
0
15,536
156
41
16,717
Other reserves consisted of Extraordinary Reserve and two
Meeting aiming at creating the appropriate Reserve contem-
contributions reserves.
plated by the art. 67 of T.u.i.r. and equal to the same amount.
With reference to the Shareholders' Equity reserves, it is poin-
TAX TREATMENT TO WHICH SHARE CAPITAL AND RESERVES
ted out that the calculation of advanced depreciations for
IN PLACE AT 31st DECEMBER 2002 ARE SUBJECT IN THE
taxation purposes only amounting to 2,923 thousand Euro
EVENT OF THEIR REIMBURSEMENT OR DISTRIBUTION
over the year will determine the need of a decision by the
(pursuant to art.105 of Presidential Decree 917 of 22/12/1986)
Description
Total
Capital reserves
(1)
Profit reserve
Suspended tax reserves
(2)
Share Capital
104,000
99,868
4,132
0
116,894
116,894
0
0
1,307
0
1,307
0
415
0
415
0
Legal reserve
Own share purchase reserve
Extraordinary reserve
16,649
0
16,649
0
41
0
0
41
27
0
0
27
239,333
216,762
22,503
68
TOTAL
(1) These are reserves that do not go to form the income of the company or of the shareholder in the event of distribution.
(2) These are reserves that, if they are distributed, go to form the
income of the company.
157
Dividends that can be distributed and tax
credits
In relation to reserves and profits not distributed at 31st
December 2002:
Dividends that can be distributed
Amounts
with refundable tax
(share capital and reserves)
as of December 31, 2001
credits
21,156
at 1 January 2002 by takeover of Saeco
profit for the year 2001 set aside
as of December 31, 2002
1,348
22,504
Tax credits to be paid
with not refundable tax
(1)
credits
(2)
without tax
credits
(3)
15,852
9,257
(3,953)
15,531
4,300
(19,831)
19,867
1,387
(19,906)
51,250
14,944
(43,690)
28,828
8,406
(1) Usable for taxable income of shareholders and refundable
With regard to the year 2002 the net income amounts to
(or that can be carried forward) for taxes globally lower
30,853 thousand Euro, which will be subject to the payment
than tax credits themselves (box “A”).
of IRPEG corporate income tax in the tax return to be presen-
(2) Usable only for shareholders’ taxable income according to
ted in 2003. This will lead to the crediting in baskets “A” and
procedures established in art.11, § 3 bis of Presidential
“B” of amounts that will already be usable for the distribution
Decree 917/86 (box “B”).
of dividends, to be decided according to the extent of profits
for the year 2002.
(3) Represents the greater (-) or lesser (+) taxable income
compared with civil law balance sheet, as the balance
between:
•
costs and taxes not deductible from IRPEG tax (-),
These funds totalled 6,376 thousand Euro, a rise of 4,600
•
temporary negative differences (-) for prepaid IRPEG tax,
thousand vis-à-vis the previous year, consisting of the fol-
•
temporary positive differences (+) for deferred IRPEG tax.
lowing:
158
Funds for deferred taxes
Customer supplementary allowance fund
The fund was destined to cover brokers' customers allowan-
Fund for deferred IRPEG taxes
ce at 31st December 2002; it increased for an appropriation
31-12-02
of 76 thousand Euro and decreased for use corresponding 53
Initial value
thousand Euro; at the end of the year it amounts to 322 thou-
22
increase/decrease for the year
1,794
Closing value
1,816
sand Euro.
Shareholding losses coverage fund
Fund for deferred IRAP taxes
31-12-02
This fund, equal to 4,026 thousand Euro, represents the
1
amount related to a fund allocated by the Company to cover
increase/decrease for the year
124
losses of the subsidiary Argentine Company, believed to be a
Closing value
125
short-term phenomenon.
Initial value
During the previous year the company attributed to the fund
For comments on tax fund items, refer to the paragraph
the share of the losses of the subsidiary, in compliance with
below on taxes for the year.
the Document n. 19; the year 2002 allowed to confirm the
estimates regarding the development of the subsidiary and of
Penalty risks fund:
the reference market, though it did not record a positive eco-
This general fund was set aside during previous years to face
nomic result, as already indicated in the note section on
up to the risk of penalties with an amount of 10 thousand
equity interests entered among the long-term investments
Euro, and entirely used during the year following the payment
While confirming the expectations of a recovery of the subsi-
of penalties within the assessment process with accession
diary, the company intended to set aside in the appropriate
referred to the tax year 1998, settled with the competent
fund its share for the losses of the Argentine subsidiary, con-
Income Agency in December 2002.
firming the not lasting nature of the same.
The changes of the fund were the following:
Exchange rate fluctuation fund
The fund was destined to cover the risk due to a negative
Fund to cover the losses
exchange rate coming forth and not carried out at the end of
of the subsidiaries
31-12-02
the year; this negative rate was found by converting into Euro
the receivables and payables expressed in foreign currency at
Initial value
the exchange rate in place on the date of the balance sheet.
Changes occurred during the year
2,581
The allocation of 88 thousand Euro coincides with the fund
Closing value
4,025
balance at the end of the year.
159
1,444
Employees’ severance indemnity
Employees' severance indemnity fund
Payables
All payables totalled 146,349 thousand Euro with an increase
changes
of 4,961 thousand Euro vis-à-vis the close of the previous
Existing fund
4,858
year.
Provisions of the year
1,361
Payables were broken down as follows:
Use for replacement tax on severance indemnity revaluation
Closing value
(17)
Payables to banks
(741)
These totalled 57,414 thousand Euro, a decrease of 13,431
5,461
thousand Euro vis-à-vis the previous year. Below is a breakThe difference between the amount set aside and that ascri-
down by debt type and by collectability.
bed to the profit and loss account was due to severance
indemnity accrued and paid out during the year.
31-12-02
31-12-01
∆
2,377
9,214
(6,837)
Current instalments EIB loan
0
127
(127)
EIB exchange rate differences
0
19
(19)
BPV- BSGSP mortgage loan
1,497
1,432
65
Mediocredito Lombardo loan
37,000
0
37,000
Mps loan
848
522
326
Caripit loan
818
724
94
7,000
11,104
(4,104)
49,540
23,142
26,398
31-12-02
31-12-01
∆
BPV loan
4,799
6,292
(1,493)
Mps loan
991
1,570
(579)
Amounts payable within the coming year
Current accounts
Short-term loans
Total amounts payable within the coming year
Amounts payable after the coming year
Caripit loan
Mediocredito Lombardo loan
Total amounts payable after the coming year
TOTAL PAYABLES
160
2,084
2,841
(757)
0
37,000
(37,000)
7,874
47,703
(39,829)
57,414
70,845
(13,431)
B.P.V.-B.S.G.S.P. loan: granted by this Institute in July 1999
pany worth 7,747 thousand Euro.
for a total of 10,329 thousand Euro, is a loan having duration
Cassa Risparmio di Pistoia e Pescia loan: this is a loan for an
of 84 months with a floating rate calculated on the basis of
original amount of 5,165 thousand Euro, and is to be paid
the Euribor 6-month rate plus a spread of 0.45%. This loan is
back in 84 monthly instalments, the last of which being on July
to be paid back in 14 half-yearly instalments, the last of which
2006, with a floating rate calculated on Euribor month rate
st
being on 31 December 2006. The loan is secured by a
plus a fixed spread of 0.5%. At 31st December 2001, there
mortgage on properties owned by the company worth 20,658
were no payables having a remaining duration in excess of five
thousand Euro. For this loan there were no payables having a
years in relation to this loan. This operation is uncovered.
remaining duration in excess of five years.
Mediocredito Lombardo loan: this was a line of credit granted
Monte dei Paschi di Siena loan: this is a loan for an original
to the Company during the month of October 2001, for an
amount of 3,873 thousand Euro, with a duration of 8 years
overall amount of 37,000 Euro with duration of 18 months in
and is to be paid back in 16 half-yearly instalments, with the
bullet. Applied interest rate is 4.05% for the early six months,
final instalment in June 2005, at a floating rate calculated for
until 23rd April 2002 and 3.14% plus a spread of 0.625% from
50% on the basis of government securities yield, half-yearly
24th February 2002 until due date.
founded and for other 50% on the basis of the average
Euribor 3-month rate, plus 0.50% with fixed spread of 0.5%.
st
Advances
December 2001, there were no payables going
These totalled 243 thousand Euro, 30 thousand Euro down on
beyond the five-year term in relation to this loan. The loan is
the previous year, referring to advance payments received
secured by a first mortgage on properties owned by the com-
from customers for sales that are still to be delivered.
At 31
161
Payables to suppliers
These totalled 48,486 thousand Euro, 4,022 thousand of
which for invoices and credit notes to be received; the item
rose by 6,898 thousand Euro vis-à-vis the close of the previous year. Analytical breakdown of the item as follows:
DESCRIPTION
31-12-02
31-12-01
∆
Italian suppliers
42,977
36,209
6,768
Foreign suppliers
1,487
1,752
(265)
Invoices to be received (Italy)
3,190
3,301
(111)
Invoices to be received (outside Italy)
877
573
304
Credit notes to be received
(45)
(247)
202
48,486
41,588
6,898
TOTAL PAYABLES
162
Payables to subsidiaries and associated companies
The table below shows the amount of payables of commercial
The total amount of payables owed to subsidiaries was
nature due to each associated company - directly or indirectly
32,137 thousand Euro, 1,656 thousand Euro of which of
- (thus excluding the cash pooling agreements already detai-
financial nature as coming from cash pooling agreement.
led in the assets section) at 31st December 2002.
Payables to associated companies totalled 55 thousand Euro.
31-12-02
31-12-01
∆
10,665
4,739
5,926
Spidem S.p.A.
103
122
(19)
Orosta s.r.l.
398
608
(210)
M.C.P. s.r.l.
COMPANY
M.T.P. S.p.A.
9,306
712
8,594
Elma s.r.l.
0
2,213
(2,213)
Estro s.r.l.
0
170
(170)
1,596
600
996
Tecna s.r.l.
852
517
335
Saeco Handelsgesellschaft mbH
415
22
393
1,091
4,835
(3,744)
Saeco Australia Pty
9
0
9
Saeco Card GmbH
1
0
1
Saeco Schweiz Ag
0
18
(18)
Saeco France S.a.
0
55
(55)
179
163
16
5,754
4,189
1,565
12
526
(514)
Simex Inc.
0
2
(2)
Saeco Inc.
2
4
(2)
82
56
26
0
1
(1)
Sim AG
15
11
4
Associated companies
55
0
55
30,535
19,563
10,972
Saeco Vending S.p.A.
Fianara BV
Bis trasporti s.r.l.
Gaggia S.p.A.
Imel AG
Gloria srl
Samaro AG
TOTAL
163
Tax payables
thousand Euro to cover the B.P.V.-B.S.G.S.P. loan, and
These totalled 1,841 thousand Euro and are divided into
€ 7,747 thousand to cover the Monte dei Paschi di Siena loan.
withholdings effected as withholding agent for an amount of
Commitments not appearing in the balance sheet information on the breakdown
and nature of these commitments and on
memorandum accounts
1,207 thousand Euro and Irap tax balance pertaining to 2002
for an amount of 634 thousand Euro.
Payables to welfare and social security institutes
The item, consisting of payables for welfare, social security
and insurance contributions for the various worker categories
Memorandum accounts, commitments and risks, included at
and collaborators, totalled 1,875 thousand Euro.
the foot of the balance sheet, may be specified as follows:
Mortgages on properties owned by company
Other payables
This item consisted of a mortgage to cover the B.P.V.-
These were entered to the total extent of 4,260 thousand
B.S.G.S.P. loan and the Monte dei Paschi di Siena loan.
Euro and consisted of: guarantee deposits (519 thousand
Lease instalments falling due
Euro), payables to staff for services performed and not yet
This item was concerned with commitments to leasing compa-
paid (2,064 thousand Euro), holidays due but not taken 1,287
nies for contractual instalments that will fall due in coming years.
thousand Euro, payables to Board of Directors for floating
Third-party inventory located at our plant
fees to be paid (180 thousand Euro), payables for not paid
This item chiefly referred to amounts relative to a goods depo-
membership contributions (60 thousand Euro), and other
sit account for the companies La Pavoni and Miele.
payables (150 thousand Euro).
Equipment and moulds owned by the company held with third
parties
Accrued liabilities and deferred income
These were chiefly moulds and equipment owned by the company and held with various component suppliers, as well as
These consisted entirely of accrued liabilities, totalling 384
inventory in process held with third parties.
thousand Euro, made up of interest payable on loans.
Guarantees
This consisted of a guarantee issued in favour of the
Total amount of receivables and payables
having a remaining duration beyond five
years and payables secured by collateral
consisting of company assets
Municipality of Gaggio Montano (BO) for urbanization and con-
There were no payables or receivables having a period of col-
Below is detailed description of main items of Profit and Loss
lection in excess of five years.
Account.
struction costs.
Analysis of profit and loss account items
With regard to payables secured by collateral consisting of
company assets, we recall the existence of two mortgages on
A) PRODUCTION VALUE
properties owned by the company, worth respectively 20,162
This item totalled 278 million Euro at year end, a rise of 49
million Euro compared to the previous year.
164
Revenues from sales
refer to the schedules below for relative changes and break-
Sales for the accounting period were for vending machines,
down:
coffee machines and relative spare parts and accessories;
Sales breakdown by product type
31-12-02
31-12-01
∆
Manual machines
21,804
19,435
2,369
Automatic machines
43,821
34,536
9,285
DESCRIPTION
Professional machines
1,421
1,440
(19)
11,880
12,170
(290)
Climate
9,229
6,809
2,420
Steam
2,621
3,715
(1,094)
Spare parts
6,451
4,332
2,119
Other
1,390
0
1,390
9,028
7,895
1,133
Vending machines
to consolidated companies
Manual machines
Automatic machines
134,217
105,880
28,337
Professional machines
1,386
840
546
Vending machines
9,475
11,521
(2,046)
Climate
2,155
1,592
563
Steam
Spare parts
Other
TOTAL
658
740
(82)
10,373
14,263
(3,890)
11,268
0
11,268
277,177
225,168
52,009
31-12-02
31-12-01
∆
44,288
46,789
(2,501)
Sales breakdown by geographic areas
DESCRIPTION
ITALY sales
UE sales
EXTRA UE sales
18,415
13,848
4,567
35,.913
21,799
14,114
23,819
14,342
9,477
115,162
120,084
(4,922)
39,580
8,306
31,274
277,177
225,168
52,009
to consolidated companies
ITALY sales
UE sales
EXTRA UE sales
TOTAL
165
Increases in Assets for in-house works
• Research & Development for new products (741 thousand
This item referred to increases of Intangible and Tangible
Euro).
Assets resulting from the capitalisation of costs incurred
during the year for studies and designs, as well as for in-
Other revenues and proceeds
house labour.
This item, of a residual nature, included revenues for ordinary
The amount of 912 thousand Euro was made up as follows:
activities resulting from the incidental managements, inclu-
• in-house works for construction of own production equip-
ding revenues obtained from companies coming under the
ment and automated machinery (171 thousand Euro),
area of consolidation; breakdown of this item as follows:
Description
Rents received
31-12-02
31-12-01
∆
354
525
(171)
1,247
189
1,058
Royalties
262
410
(148)
Other
573
1,469
(896)
2,436
2,593
(157)
Surplus and extraordinary income
TOTAL
166
B) PRODUCTION COSTS
These totalled 235 million Euro at year end; breakdown of this
item as follows:
Raw, subsidiary and expendable materials and goods
They totalled 156 million Euro, inclusive of incidental purchase costs, if included by the supplier in the price of purchase
for materials and goods. The breakdown of this item was as
follows:
Description
31-12-02
31-12-01
∆
Components
81,182
88,300
(7,118)
Finished products
7,251
7,674
(423)
Packaging
3,795
2,878
917
63,148
27,362
35,786
869
1.098
(229)
156,245
127,312
28,933
Purchase by consolidated companies
Expendable materials and various purchase
TOTAL
167
Services
This item included all costs, both fixed and estimate, resulting
from the acquisition of services during the ordinary activity of
the company. These services totalled 29 million Euro, detailed as follows:
Description
31-12-02
31-12-01
∆
4,811
5,142
(331)
From third parties
Third-party manufacturing
Fees to Board of Directors and Statutory Auditors
1,566
1,775
(209)
Advertising and sponsorship
6,239
8,652
(2,413)
Commissions
2,124
2,144
(20)
Advertising contributions demonstrations and various commercial,
1,772
1,145
627
Transports and freights
2,980
1,046
1,934
Other services
5,809
7,318
(1,509)
2,497
3,459
(962)
0
622
(622)
1,516
502
1,014
29,314
31,805
(2,491)
From consolidated companies
Third-party manufacturing
Advertising
Other services
TOTAL
On the basis of the Code of Conduct with regard to the
rising these costs, and subsequently credited for the same
“system regarding the mandate for the purchase of services
amount at the time of redebited expenses incurred to the
without power of attorney”, in the event that service costs
same subsidiaries.
incurred on behalf of subsidiaries, the item was ascribed by
168
Use of third-party goods
This item showed up costs totalling 6,343 thousand Euro;
breakdown of this item in the schedule below:
Description
∆
31-12-02
31-12-01
1,636
1,847
(211)
70
1,221
(1,151)
Rents and condominium expenses
202
194
8
Other
250
5
245
4,125
3,280
845
60
87
(27)
6,343
6,634
(291)
From third parties
Capital leasing
Royalties
From subsidiaries
Royalties
Rents
TOTAL
Royalties were paid to group companies that held industrial
Staff costs
patents for the construction of standard components required
This item included all the costs incurred during the year for
for the company’s products. Ad hoc contracts were stipulated
the employees. Considerations for unrestricted work services
between the company and subsidiaries for the granting of
either permanent or occasional were entered in the service
royalties.
costs. The staff costs totalled 26,678 thousand Euro and
were detailed in the Profit and Loss Account.
The breakdown of employees by category is as follows:
Description
31-12-02
31-12-01
Average
Managers
10
11
11
Employees
185
165
175
Workers
727
628
677
TOTAL
922
804
863
169
Depreciation and amortisation
of brokers are given in this item for an amount of 76 thousand
Amortisation and depreciation provisions were effected to the
Euro and for the coverage of losses of the subsidiary Saeco
extent of 16,064 thousand Euro, 8,916 thousand Euro of
Argentina for an amount of 2,581 thousand Euro.
which for Intangible Assets, 6,675 thousand Euro for Tangible
Assets and 473 thousand Euro by way of a write-down of
Sundry operating costs
working capital receivables. The breakdown of depreciation
This item, of a residual nature, included all the costs for the
and amortisation quotas has already been given in the sec-
standard management which cannot be included in other
tions regarding fixed assets and receivables.
items of B) group, as well as the costs for incidental management of a non-financial or non-extraordinary nature. The
Provisions for risks
item also included all the costs of taxation nature (with the
The provisions for exchange rate risks are given in this item;
exclusion of income taxes) other than incidental purchase
they amount to 88 thousand Euro.
charges. These totalled 456 thousand Euro; breakdown of
this item as follows:
Other provisions
The provisions related to customer supplementary allowance
31-12-02
31-12-01
∆
I.C.I. tax
129
125
4
Free goods – Vat on free goods
110
149
(39)
59
51
8
2
17
(15)
Various charges
156
664
(508)
TOTAL
456
1,006
(550)
Description
Contributions to trade associations
Losses – extraordinary losses
170
C) FINANCIAL INCOME AND CHARGES
Proceeds from equity interests
This item, which showed a net result of 70 thousand Euro,
VThis item was concerned with proceeds from equity intere-
included all the positive and negative elements of the econo-
sts recorded for the year, in the form of dividends and relati-
mic results for the fiscal year related to the financial area of
ve tax credits; breakdown of this item below:
business management.
Dividends decided by Saeco AG and Spidem S.p.A., at balance sheet date, were not distributed yet.
Description
Dividends from Nihon Saeco KK.
31-12-02
31-12-01
∆
273
193
80
Saeco AG dividens
464
714
(250)
Tecna S.r.l. dividends
180
250
(70)
Saeco Handelsgesellschaft mbH dividends
0
2,863
(2,863)
SIM AG dividends
0
205
(205)
Saeco Vending S.p.A. dividends
0
177
(177)
1,260
0
1,260
Tax credit for dividend
102
272
(170)
Not refundable tax credits
(27)
(89)
62
2,252
4,585
(2,333)
Spidem S.p.A. dividends
TOTAL
171
Other financial incomes
Other financial incomes totalled 2,952 thousand Euro; this
item was broken down as follows:
31-12-02
31-12-01
∆
37
80
(43)
Proceeds on exchange rates
260
125
135
Revenues from rate hedging
2,352
0
2,352
30
41
(11)
52
0
52
148
567
(419)
73
195
(122)
2,952
1,008
1,944
31-12-02
31-12-01
∆
Interests payable on loans
2,017
3,485
(1,468)
Charges for rate hedging
1,092
0
1,092
Losses on exchange rates
250
299
(49)
Current account payable interests
531
370
161
Payable discounts
731
765
(34)
0
804
(804)
209
12
197
304
107
197
5,134
5,842
(708)
Description
From third parties
Current account accrued interests
Other
Accrued interests on cash pooling agreements
Loan accrued interests
Delay and lag of payment interests
TOTAL
Interest payable and other financial charges
This item totalled 5,134 thousand Euro; breakdown as
follows:
Description
From third parties
Losses on own shares
Other
Other
TOTAL
172
D) VALUE ADJUSTMENT OF INVESTMENTS
Income taxes for the year
Revaluation of participations
Income taxes totalled 9,567 thousand Euro; the schedule
Revaluations refer for a total of 99 thousand Euro to the reco-
below gives a breakdown of taxation, indicating for each item
very in value of own shares, resulting from the comparison
the net value:
between the last official stock listing on 2001 and the one of
2002; the value entered was the lowest between purchase
Description
cost, valued with LIFO standard and the last official stock
IRPEG tax
listing on 2002, as previously noted.
IRAP tax
31-12-02
6,217
2,949
Advanced taxes
(2,579)
Stake write-down
Deferred taxes
1,918
This item showed up the write-down of equity interest in
Replacement taxes for franking of deficit
1,062
Saeco France amounting to 1,072 thousand Euro; for details
TOTAL
9,567
refer to the appropriate note item related to long-term investments.
Income taxes
Recorded taxes brought about the following changes to the
E) EXTRAORDINARY INCOME AND CHARGES
tax payables and receivables items:
The group included all extraordinary costs and revenues. As
Receivable/payable changes for
IRPEG tax occurred during the year
indicated in the Document n. 12 of the Accounting Principles,
these were extraordinary income and losses, resulting from
Advances for IRPEG tax year 2002
facts for which the source of income or charge was outside
Tax credits on dividends
the ordinary business management, that is to say positive and
negative elements regarding previous years, included taxes
related to previous periods.
102
Withholdings effected
9
IRPEG tax year 2002
(6,217)
Receivables for IRPEG tax at 31/12/01
Incomes
6,182
76
Receivable/payable changes for
IRAP tax occurred during the year
These totalled 370 thousand Euro and made up completely
from extraordinary income.
IRAP tax surplus at 31/12/2001
Charges
Advances for IRAP tax year 2002
These totalled 2,641 thousand Euro, made up from extraordi-
IRAP tax year 2002
nary losses for an amount of 2,322 thousand Euro, and from
Payable for IRAP at 31/12/02
the substitute tax portion (319 thousand Euro) for franking of
merger deficit referred to the previous period.
173
640
1,675
(2,949)
(634)
At the date on which the present Financial Statements were
calculated in the financial statements the taxation charges
drawn up, there were no actual or potential unsettled
resulting from the settlement of the assessment process with
accounts arising from tax assessments or outstanding tax
accession referred to the tax year 1998.
cases.
On this point, it is pointed out that during the year 2002 the
Reconciliation of tax charges as per balance sheet and
company brought to an end the effects of the assessment
theoretical tax charges
activities carried out by the competent Income Agency, and
This is illustrated in the schedule below in Euro (€):
IRPEG tax
Pre-tax result
Theoretical tax charges
40,419,347
6,297,654
(1)
Taxable temporary differences in subsequent years:
dividends not collected during the year
advanced depreciations
Total
(1,723,503)
(2,923,149)
(6,646,652)
Deductible temporary differences in subsequent years:
share for entertainment expenses deductible from subsequent years
membership fees not paid during the year
director floating fees not paid during the year
raw material inventory depreciation allocation
charge allocation for coverage of losses of subsidiary companies
4/5 shares of extraordinary losses on equity interests not carried out (L. 265/02)
Total
54,116
35,000
180,000
323,875
2,581,313
857,250
4,031,554
Re-endorsement of the temporary differences from previous years:
shares for previous year contributions taxed in 10 years
share for previous year extraordinary income with deferred taxation
deductible share for previous year entertainment expenses
share for previous year intangible asset depreciations
use of the finished product inventory depreciation fund
Total
2,692
4,073
(56,757)
(171,831)
(120,000)
Differences which will not carry forward during subsequent years:
land and building income on a cadastral basis
not deductible extraordinary losses
not deductible share for tangible asset depreciations
not deductible share for entertainment expenses over the year
not deductible taxes
share allocation at the customer supplementary allowance fund
other changes increasing the taxable income
dividend not taxable share (for art. 96 bis T.u.i.r.)
other changes decreasing the taxable income
Total
2,474
229,566
6,386
135,291
415,873
75,651
297,436
(259,386)
(169,931)
Taxable income
Current Irpeg income tax for the year
(341,823)
733,360
40,195,786
6,217,172
(1)
(1) calculated by taking into account the reduced Irpeg rate
pursuant the Legislative Decree 466/1997
174
IRAP tax
Difference between value and production costs
Theoretical tax charges
73,489,128
(2)
3,058,750
Taxable temporary differences in subsequent years:
dividends not collected during the year
advanced depreciations
(2,923,149)
Total
(2,923,149)
Deductible temporary differences in subsequent years:
share for entertainment expenses deductible from subsequent years
54,116
membership fees not paid during the year
35,000
director floating fees not paid during the year
raw material inventory depreciation allocation
323,875
charge allocation for coverage of losses of subsidiary companies
4/5 shares of extraordinary losses on equity interests not carried out (L. 265/02)
Total
412,991
Re-endorsement of the temporary differences from previous years:
shares for previous year contributions taxed in 10 years
2,692
share for previous year extraordinary income with deferred taxation
4,073
deductible share for previous year entertainment expenses
(56,757)
share for previous year intangible asset depreciations
(171,831)
use of the finished product inventory depreciation fund
(120,000)
Total
(341,823)
Differences which will not carry forward during subsequent years:
extraordinary income related to the taxable base
200,018
not deductible extraordinary losses
5,015
not deductible share for tangible asset depreciations
6,386
not deductible share for entertainment expenses over the year
135,291
financial charges on rental rates
190,122
long collaboration contracts (collaborazioni coordinate e continuative)
1,772,530
other changes increasing the taxable income
252,139
extraordinary losses related to the taxable base
(2,011,877)
other changes decreasing the taxable income
(286,197)
Total
263,427
Taxable income
Current Irpeg income tax for the year
70,900,574
(2)
2,948,737
(2) calculated by taking into account the deductible share for
staff costs
175
Liabilities for deferred taxes and assets for advanced
ble income, which arise in one financial year and cancel each
taxes
other out in one of more subsequent years.
During the year deferred and advanced taxes were recorded,
The main temporary differences are illustrated in the table
calculated for the temporary differences between the value
below, which gives a positive value if the difference brings about
ascribed to assets and liabilities according to civil law criteria
a deferral in deduction of the cost, and a negative value if the
and the value ascribed to the same assets and liabilities for
difference brings about a deferral in the taxation of the income;
tax purposes.
in this table the residual amounts referred to each temporary dif-
These differences chiefly originated from deviations between
ference category were reported, representing only the values
the pre-tax result of the civil law financial statements and taxa-
which will affect the taxation during the coming years.
Temporary difference
Amount (Euro)
Deductible shares for entertainment expenses
149,880
Shares for losses not carried out on equity interests
857,250
Depreciation of inventories not deducted at the attribution
555,527
Depreciation of receivables not deducted at allocation
95,485
Depreciation of intangible assets with deferred deduction
343,664
Director floating fees not paid during the year
180,000
Membership contributions ascribed to the profit and loss account and not paid
Not deducted subsidiary charge provision
59,709
4,025,703
Dividendi non incassati (per computo imposte anticipate)
1,260,000
Not collected dividends (for deferred tax calculation)
(2,437,453)
Surplus with deferred taxation
(8,146)
Advanced depreciations
(2,923,149)
176
Both credit for advanced taxes and receivables for deferred
This choice was dictated by the high decrease of Dit base due
taxes, already carried in the financial statements of the pre-
to the changes occurred to the taxation laws during the year;
vious year, underwent changes as a result of:
the decrease made the consequence of this benefit on the
– cancellation of a part of previous temporary differences;
company taxation hard to calculate, both for the lower inci-
– attribution of temporary differences emerging during the pre-
dence of the benefit on the total taxable base, and for the high
sent year,
increase of the same base registered by the company during
– changes vis-à-vis the previous year in relation to tax rates
the current year.
applied to temporary differences, owing to a new estimate for
The IRAP tax rate (4.25%) remained unchanged.
tax rates for the years in which temporary differences will be
paid in; the tax rates adopted for the previous appropriation
Changes to credit for advanced taxes and to the defer-
were 4.25% for IRAP and 14.20% for IRPEG, representing the
red taxes fund
expected rate of taxation in coming years. During the year,
Changes to advanced tax credits, carried under item C II
IRPEG tax rate, used to calculate future tax burden, resulting
“Receivables from others payable beyond next year” on the
from payment of temporary differences, was reconsidered,
assets side of the balance sheet, and to the deferred taxes fund
using the tax rate specific for the year 2003 and subsequent,
indicated under item B “Tax funds” on the liabilities side of the
equal to the 34%.
balance sheet, are given in the table below in thousand of Euro:
Changes to receivables for advanced taxes
IRPEG tax
IRAP tax
Balance at the beginning of the year
256
47
Decrease for temporary differences paid in
(43)
(21)
Increase for changes in Irpeg tax rates
547
0
Increase for attribution of temporary differences
2,079
17
2,839
43
IRPEG tax
IRAP tax
Balance at the beginning of the year
22
1
Decrease for temporary differences paid in
(1)
0
Changes in the fund for deferred taxes
Increase for changes in Irpeg tax rates
72
0
Increase for attribution of temporary differences
1,722
124
1.815
125
Result for the year
The year ended with a net Profit of 30,853 thousand Euro.
177
Financial statement
CASH FLOW - '000 €
31-12-02
31-12-01
30,853
1,348
15,591
10,056
4,599
899
603
755
(31,198)
(15,166)
(914)
(916)
- Trade credits
- Inventories
- Trade payables
(11,821)
388
19,525
(14,549)
- Advance payments
(30)
(83)
- Tax payables
618
(2,659)
(1,680)
3,266
0
448
26,146
(16,213)
Net purchase of tangible asset
(7,128)
(11,713)
Net purchase of intangible asset
(1,623)
(1,796)
(4,573)
18,066
3,572
(3,712)
(9,752)
845
(2,472)
37,017
Cash (investments) from financial activities
Increase (decrease) of mid/long term loans
Increase in Group’s equity
0
0
Dividend distribution
0
(6,000)
(2,472)
31,017
Change of current finiancing activities
Increase (decrease) of cash, banks and other securities
Liquidity at the beginning of the year
Liquidity at the end of the year
13,922
15,649
(18,596)
(34,245)
(4,674)
(18,596)
Liquidity is made up as follows
Liquid assets and securities in the current assets
Payables to banks within 12 months
4,705
1,741
(49,540)
(23,142)
3,161
2,805
Adjustments:
Current part of mid term loans
Transfers from mid term to short terms (Loan from Mediocredito Lombardo)
37,000
0
Total net liquidity
(4,674)
(18,596)
178
Fees owing to directors and statutory
auditors
(complying with Consob resolution n. 11971 of 14th May 1999)
Surname and name
Zappella Sergio
Zaccanti Giovanni
Nonmonetary
benefits
Bonus, other
incentives
and/or fees
S.I.G.
TOTAL
fees from
subsidiaries
general
TOTAL
300
300
68
368
Office
Duration
Emoluments
Chairman
1/1-31/12
Vice-chairman
“
361
361
Schmed Arthur
Managing director
“
361
361
Sprenger Simon
“
“
361
361
361
Golinelli Andrea
“
“
31
31
31
Rutigliano Lorenzo
361
16
377
Director
“
31
31
31
Baglioni Marco
“
14/3-31/12
26
26
26
Sandri Sandro
“
1/1-31/12
31
31
31
Pelliciardi Carlo A.
Chairman of the
Board of auditors
“
31
31
31
Perini Giampaolo
Auditor
“
16
16
16
Caruso Pier Paolo
Auditor
“
TOTAL
16
16
1,565
1,565
16
84
1,649
The total fees to the Board of Directors refers to the amount
BRIEFING PURSUANT TO LAW 342 OF 09 NOVEMBER 2000
decided by the Ordinary Shareholders' Meeting on 26th April
In accordance with the provisions of art.16 of Law 342 of 9th
2001, tacitly confirmed by the meeting of 24th April 2002.
November 2000, which in turn refers to the provisions of Law
The Board of Directors decided for the Managing Directors A.
72/83 and Law 413/91, it is pointed out that no revaluations
Schmed, S. Sprenger and G. Zaccanti an emolument partly
were effected for assets still included on the assets side of
fixed and partly floating; this form of remuneration was con-
the balance sheet, and no exceptions were made to the man-
sidered appropriate to obtain the Star status which, with refe-
datory revaluation criteria in accordance with the Civil Code.
rence to the top management reward system, prefers fees
based on business results. With regard to the Managing
This Financial Statement, consisting of Balance Sheet, Profit
Director A. Golinelli, the fee based on business results which
and Loss Account and the Accompanying Notes, provides a
was adopted, entailed the attribution of stock option plan on
truthful and correct picture of the company's financial situa-
th
tion and economic results and reflect the results of properly
9 October 2001.
kept book-keeping entries.
On behalf of the Board of Directors
THE CHAIRMAN
179
Enclosures
Enclosures
182
Enclosures
183
Enclosures
184
Enclosures
Auditors' Report to the Financial
Statements for the year ended 31 st
December 2002
It has to be pointed out that the provisions adopted by the
Board of Directors during 2001 and 2002 in order to
strengthen and rationalise the organizational structure of the
Company already brought some benefits, even at economic
level.
As last year, the relations with the persons responsible for the
To Our Shareholders,
Internal Auditing went on, in compliance with the principles of
we submit you the Financial Statements of Saeco International
Group S.p.A. for the year ended 31
st
the code of self-regulation. In order to improve the manage-
December 2002,
showing a net profit of 30,852,968.97 Euro.
ment supervision, we insisted on the enhancement of the ade-
The Financial Statements, drafted by the Directors according
quacy of the internal control system, of the administrative
to law and duly reported to the Board of Auditors together
accounting system, whose reliability to properly represent the
with the Report on the Operations, also include the
management events we can assure.
Independent Auditors' Report.
During the financial year, concerning the Holding Company's
During the year 2002 the Board of Auditors attended the mee-
relations with its Italian subsidiaries, we could establish the
tings of the Board of Directors (8). The Executive Directors
progress and benefits of the 'Central Treasury', which started
provided us, periodically as well as upon our request, the
operating in the first half-year of 2002.
information on the activity carried out, on economically and
In December 2002 the central treasury became operative for
financially relevant transactions carried out during the year by
all the European subsidiaries, both belonging to the Euro area
the Holding Company and by its subsidiaries. The Board of
as well as to other currencies areas.
Auditors held 7 meetings, 4 meetings with the Independent
The Hyperion project was implemented for the purpose of the
Auditors, 1 meeting with the Committee for the Remuneration
consolidated financial statements, allowing to monitor the
of Directors, 2 meetings with the Internal Control Committee
information flows between the Holding Company and its Italian
and 2 meetings with the Executive Committee.
and foreign subsidiaries.
The Board of Auditors assessed that the relevant transactions
Another positive aspect of this financial year was the
decided and carried out, complied with the law and articles of
Company's listing in the STAR segment of Borsa Italia, which
association, were not imprudent and risky, with a potential
represents an important step towards the improvement and
conflict of interest or against the decisions taken by the mee-
rooting of the behaviours of company's functions, in com-
ting.
pliance with the Code of Practice and for the full execution of
Further, the Board of Auditors supervised, according to its
the Company's Corporate Governance.
competence, the adequacy of the Company's structure, the
The Board of Directors, on 15th October 2002, adopted the
compliance with the principle of good management, recom-
Code of Internal Conduct, the Code of Conduct for the sale
mending the full compliance with the corporate governance
and purchase of the Company's shares (Insider Dealing); the
requirements. In such supervising activity we collected infor-
procedures listing the relevant persons and corresponding
mation from the Heads of each function as well as through
information obligations were approved, appointing one of the
meetings with the Independent Auditors for the purpose of
Directors at the head at the procedures.
exchanging relevant information.
As already mentioned, during the year were held periodical
185
Enclosures
meetings with the Independent Auditors and with the various
during the financial year, whose execution and compliance
Committees already created by the Board of Directors.
with law regulations and articles of association was carefully
supervised by the Board of Auditors, duly informed.
Concerning the management control, the implementation of
During the financial year no charges ex art. 2408 of the Civil
the information procedures allowed to start the so called
Code were notified, nor any written statement submitted.
Central Treasury for all the Italian and European subsidiaries,
The Board of Auditors declares that the Independent Auditors
while for the overseas companies the financial flow manage-
were entrusted, besides the annual and half-year financial sta-
ment is carried out through monthly reports and the standard
tements auditing, the law obligations concerning the control
'quarterly package' as well as by periodical visits made at the
on correct bookkeeping as well as the opinion and evaluation
various overseas subsidiaries by the Company's officers,
when provided by law and when considered necessary by the
managers and executive directors.
directors for prudential reasons.
Concerning untypical intragroup and/or related parties opera-
The amount of 130,358.85 Euro, gross of VAT and additional
tions, the Board of Auditors wishes to point out that in June
expenses charged, was paid to the Independent Auditors
2002 the Company acquired a further 6% share of the subsi-
Grant Thornton S.p.A. for the auditing, while for the control on
diary M.C.P. srl, in order to strengthen the direct presence of
correct bookkeeping it was paid the amount of 7,057.49
the Holding Company in the aforementioned subsidiary, thus
Euro, totalling 137,416.34 Euro gross of VAT and reimburse-
bringing its majority shareholding to 87.44% of the share
ment of expenses.
capital (since the Company purchased at the same time a
The Board of Auditors, with reference to the control and moni-
further share in M.C.P. from a third party).
toring obligations concerning offices assigned to persons
The aforementioned purchase was duly decided by the Board
related to the Independent Auditors by permanent relations
of Directors with the abstention of the Director who sold the
and their corresponding costs, wishes to point out, with the
share, being in conflict of interest in this decision.
purpose of supplying all relevant information, that the com-
The price for the abovementioned two purchases of MCP srl
pany Grant Thornton Impresa S.p.A. with offices in Milan,
was established, with prior official appraise made by an inde-
though belonging to the network of the company Grant
pendent professional, on the appraised economic value of
Thornton S.p.A.,. is an independent corporate entity, as the
MCP srl shareholders' equity.
company itself communicated to the Board of Directors upon
The economic effects on the purchasing Holding Company
request of the Board itself.
can be referred to the opportunity to strengthen its direct con-
Finally, we remind you that during the financial year expired
trol on a company which manufactures important components
the 3-year agreement for the consolidated financial state-
for the machines produced in the Holding Company's plants.
ments auditing stipulated with company Grant Thornton S.p.A.
The consequent effects on the company's assets are showed
In order to select the new Independent Auditors, the Company
in the corresponding increase of Item 'Equity Interests', stres-
invited all the major companies of the sector, in particular
sing however, considered their low amount, the irrelevance of
Grant Thornton, KPMG, Ernst & Young, Price Waterhouse
effects on the net financial position of the Holding Company.
Coopers and Deloitte & Touche, to draw up a written proposal
The Accompanying Notes to the Financial Statements provide
meeting both the exigencies of efficient control and economic
a detailed description of the main transactions carried out
convenience. After examining all the offers received, the
186
Enclosures
Board of Directors during its meeting of 10th March 2003,
decided to accept the proposal submitted by the company
concerning the Group's consolidated financial statements, we
Grant Thornton S.p.A..
point out that the Holding Company Saeco International Group
Actually the abovementioned proposal, compared with those
S.p.A. has a proper accounting and administrative organiza-
of the competitors, assure, essentially at the same price, a
tion able to receive and control all the necessary information
wider and more efficient auditing.
and data, in order to manage the consolidation procedures.
The Board of Auditors, considering the choice of the Board of
On this point, the Independent Auditors drafted their auditing
Directors properly reasoned and considered the standing of
report.
the selected Independent Auditors, expresses its favourable
opinion on the proposal which the Board of Directors will submit to the shareholders' meeting to be held on 23rd April
2003.
with reference to the Report on the Operations submitted by
the directors and to the results concerning the company's
Finally, the supervising activity performed by the Board of
financial statements, the Board of Directors asks you to
Auditors was carried out according to functions and obliga-
approve the financial statements at 31st December 2002 as
tions of the Board of Auditors under the Italian Civil Code and
drafted by the Board of Directors.
the Code of Practice of Borsa Italiana S.p.A..
Concerning the proposals of the Board of Directors for the
allocation of the net profit for the year, they comply with the
law and Articles of Association.
The Board of Auditors
Mr Carlo Alberto Pelliciardi
Mr Pier Paolo Caruso
Mr. Giampaolo Perini
Gaggio Montano, 25th March 2003
187
Edited by
Marketing Saeco International Group
Graphic design
Graphicamente - Milano
Page layout
Silvia Mancini - Milano
Images
Archivio Gruppo Saeco
Press and printer
Grafiche IGC
We live in an age of high economic, political, social, technological and cultural changes. To face them properly we
need to maintain clear external relations which are open
to the future and innovation, more integrated and positive. In other words, we need to look at the future identifying the essence of things, catching or often creating
new opportunities and exploiting them in the best possible way.
T
We live in an age of high economic, political, social, technological and cultural changes. To face them properly we need
to maintain clear external relations which are open to the
future and innovation, more integrated and positive. In other
words, we need to look at the future identifying the essence
of things, catching or often creating new opportunities and
exploiting them in the best possible way.
It was a very positive year which brought important confirmations. The first was the growth in sales: a strong growth
obtained thanks to the growing worldwide appreciation for
the Group's products. The second one was the break-even
growth: such growth was due to the Group's constant attention paid to the processes efficiency and optimisation
levers. Lastly, the confirmations consisting in the achievement of all the objectives defined for 2002, starting from the
launch of new products to the coming into operation of the
new manufacturing plants, necessary for the growth sustainability.
I believe there exist three kinds of companies: companies
causing the events, companies witnessing such events and
finally companies who ask themselves what happened after
the events occurred. The Saeco Group belongs to the first
type and strongly wishes to position itself more and more in
such category.
The outcomes are the result of the management system
adopted, which we trust and on which we intend to invest,
consisting in the clarity of strategies, transparency of behaviours, reliability of objectives and in the strong determination and capacity to reach them.
For this purpose during 2002, as we never did before, we
invested a lot on human resources, considering that the
development of excellence in specific competences and
responsibilities represents the essential condition to allow
the whole Group to maintain and reinforce its international
leadership.
This is the basis to face new challenges and new projects,
trying to renew ourselves at any obstacle and unforeseen
event and appealing to the Group's innate sense of improvement, an attitude which we would like to see spread, shared
and practised at any level.
Though without undervaluing the general difficulties of the
period, I can't in any case conceal my satisfaction for the
Group's trend in 2002. Difficulties exist for all the companies, even for us, and nobody has to undervalue them.
Competition is an incentive to us, but market crisis and economic stagnation make our work more complex and difficult
every day.
3
General Information
pag. 6
Saeco Group and the Shareholders
pag. 18
Company Profile
pag. 22
D i r e c t o r ’s R e p o r t o n O p e r a t i o n
pag. 44
Consolidated Financial Statements
as at 31st December 2002
pag. 72
Notes to the Consolidated Financial
Statements
pag. 80
Holding Financial Statements
as at 31st December 2002
pag. 118
pag. 126
Enclosures
pag. 180
Registered Office: 40041 Gaggio Montano - Bologna - Via Panigali, 39
Telethone +39 0534 770511 - Fax +39 0534 37650 - www.saeco.com
Entered in Company Register of Bologna under no. 1998-73044 - Chanber of Commerce. Bo 305873 – Cod. Mecc. Bo 43118
Tex Revenue Code 08568300159 – VAT Number 01932061201 - Capital Stock € 104.000.000 fully paid up - Id Cod. 01932061201
5
General Information
Notizie generali
8
General Information
Summary of economic and equity data
Gruppo Saeco ‘000
Economic Data
31-12-02
31-12-01
∆%
31-12-00
411,054
348,055
18.1%
317,494
36.4%
80,462
Revenues from sales and services
Export quota (%)
Gross Operating Margin (EBITDA)
Gross Operating Margin (EBITDA - %)
Operating Result (EBIT)
Operating Result (EBIT - %)
77.6%
80,655
26.8%
23.2%
76,541
51,889
78.4%
24.8%
47.5%
55,699
18.6%
14.9%
44,279
3,989
1010.0%
23,455
Assets
274,015
264,115
3.7%
282,183
Net Working Capital
116,944
86,598
35.0%
52,924
Employees’ Servance Indemnity and
other medium/long term liabilities
(25,024)
(15,392)
62.6%
(17,073)
Net Invested Capital
365,935
335,321
9.1%
318,034
Group shareholder’s equity
305,765
263,206
16.2%
264,337
10,295
7,436
38.4%
5,027
316,060
270,642
16.8%
269,364
Medium/long term financial indebtness
32,523
62,975
-48.4%
24,283
Short term net financial position
17,354
1,704
918.4%
24,388
49,877
64,679
-22.9%
48,671
Profit of the Group
Company Assets
82.1%
109,995
Third party equity
Own Means
Net financial position
9
17.2%
General Information
The Group is a market leader in the domestic espresso home coffee machines sector; with a European market share that reached 32.8% in 2002.
Market Share %
34
32,8
32
32,0
32,2
2000
2001
30,6
30,2
30
28,8
28
26
1997
1998
1999
2002
€ Mln
Net sales
450
411
400
348
350
In 2002, Saeco Group, has reali-
317
300
200
zed consolidated sales for €
242
250
215
411,054
183
thousand
with
an
150
increase of 18.1% compared
100
to the € 348,055 thousand of
50
the previous year.
0
1997
1998
1999
2000
2001
2002
10
General Information
The increase of revenue on foreign markets was excellent …. such outcomes are the result of the management penetration strategy aiming at consolidating the leadership on each single market.
Consolidated Revenues
st
by Geographical Area at 31 December
2002
OTHER COUNTRIES
17,9%
ITALY 17,3%
21,8%
GERMANY 31,0%
SWITZERLAND 12,0%
by Brand at 31st December 2002
71,9%
All
of
the
Group's
brands
showed a positive trend thanks
to the centrally defined strategy
aiming at coordinating the activi-
O.E.M.16,6%
ties of each brand.
1,7%
9,8%
11
General Information
by Product Line at 31st December 2002
STEAM 3,8%
CLIMATE 3,1%
SPARE PARTS 6,0%
OTHER 6,1%
VENDING MACHINES 7,1%
PROFESSIONAL COFFEE MACHINES 3,0%
MANUAL COFFEE MACHINES 13,2%
AUTOMATIC COFFEE MACHINES 57,7%
Espresso coffee machines for home use raised their percentage of total sales
revenue confirming the Group's core business vocation.
€ Mln
Core business evolution
350
291
300
239
250
200
212
157
150
100
82
105
109
120
Home caffee machines
50
Other Products
0
1999
2000
2001
2002
12
General Information
Margin's increase......A Growth obtained improving in Efficiency and Process
Optimization.
CAGR 1999-2002 +
30%
EBITDA € Mln
110,4
80,5
80,7
2000
2001
50,2
1999
2002
Employment
31-12-02
31-12-01
Media
31-12-00
Top Managers
48
47
48
47
Middle Managers
26
13
20
8
617
557
587
450
Blue Collars
1,257
1,105
1,181
1,084
Total
1,948
1,722
1,836
1,589
White Collars
13
General Information
Company offices
Board of Directors
Sergio Zappella
Chairman and Managing Director
Giovanni Zaccanti Vice
Chairman and Managing Director
Arthur Joachin Schmed
Managing Director
Simon Sprenger
Managing Director
Andrea Golinelli
Managing Director
Sandro Sandri
Director
Lorenzo Rutigliano
Director
Marco Baglioni
Director
Board of Statutory Auditors
Carlo Alberto Pelliciardi
Chairman of Auditors
Gianpaolo Perini
Auditor
Pier Paolo Caruso
Auditor
Massimiliano Pizzi
Supply Auditor
Marcello Evangelisti
Supply Auditor
Auditing Company
Grant Thornton S.p.A.
15
General Information
Company Organization Chart
80%
SAECO POR SA
100%
SAECO VENDING S.P.A.
100%
GLORIA S.R.L.
90%
SAECO SCHWEIZ AG
100%
M.T.P.S. S.P.A.
100%
ESPRESSOLUTION S.R.L
80%
SAECO BENELUX SPRL
100%
OROSTA S.R.L.
100%
BIS TRASPORTI S.R.L
70%
SAECO FRANCE SA
90%
TECNA S.R.L.
100%
FIANARA INT’NAL BV
80%
SAECO ARGENTINA SA
87,44%
M.C.P. S.R.L.
100%
IMEL AG
50%
SOGECO ROMANIA S.R.L.
80%
NIHON SAECO KK
100%
SAECO STRATEGIC SERVICES LTD.
80%
SAECO AUSTRIA AG
90%
SPIDEM S.P.A.
100%
SIMEX INC.
100%
SEARMEX S.A. DE CV
60%
PEGASO S.R.L.
100%
ELFE S.P.A.
100%
SIM AG
60%
ELETRODOMESTICOS SAECO BRASIL LTDA
88%
SAECO USA INC.
80%
SAECO CANADA LTEE
22%
GAGGIA S.P.A.
100%
SAECO ONTARIO LTEE
71%
GAGGIA FRANCE SARL
80%
SAECO IBERICA SA
75%
SAECO POLSKA SP.ZO.O
100%
SAMOU GMBH
60%
SAECO AUSTRALIA PTY LTD
100%
MABECO GMBH
60%
CMS (NSW) PTY LTD
100%
GAGGIA DEUT. GMBH
80%
SAECO HAND. MBH
100%
SAECO CARD GMBH
Productive
Sales
Captive
Holding
Inactive
35%
4.7%
SAECO ENGINEERING
GMBH
4.7%
17
Other
4.7%
To be closed
78%
... proposes presentations and road shows, which
permit direct contact with the top management of the
Group...
Investor Relations
T
tact with the top management of the Group when the financial
statements and periodical situations are published.
The Group pursues a strong communication policy with its
own shareholders. The Investor Relation programme proposes presentations and road shows, which permit direct con-
Website: www.saeco.com
E-mail: [email protected]
20
Market Capitalization
1.200
1.000
800
600
400
Volume
8000000
7000000
6000000
5000000
4000000
3000000
2000000
1000000
0
Share Price
4
3,5
3
2,5
2
1,5
1
Close
High
21
Low
Notizie generali
Company Profile
22
The Group designs, manufactures and distributes coffee machines for home and professional use, as well
as vending machines serving hot and cold beverages
and snacks for offices, small communities and public
areas (vending), both of its own brands (‘Saeco’,
‘Gaggia’ and ‘Spidem’) and on behalf of third parties.
The Group is a market leader in the domestic espresso home coffee machines sector; with a European
market share that reached 32.8% in 2002.
24
Company Profile
Brief profile
the 'cleaning' and 'ironing' sectors as well, developing and
widening its range of products.
T
The Group designs, manufactures and distributes coffee
The Group's internationalised outlook has made overseas
machines for home and professional use, as well as vending
machines serving hot and cold beverages and snacks for offi-
from 79.2% in year 2001 to
82.7% in 2002.
ces, small communities and public areas (vending), both of its
The main reference markets, in which the Group's products
own brands (‘Saeco’, ‘Gaggia’ and ‘Spidem’) and on behalf of
are sold are, in addition to Italy: Germany, Switzerland,
third parties. The Group is a market leader in the domestic
Austria, Spain, Benelux, France and the United States. Other
espresso home coffee machines sector; with a European
markets in which the Group has a significant or strategically
market share that reached 32.8% in 2002.
important presence are Australia, Japan, Canada, England
sales increase
and Brazil. Finally, a large network of direct importers, having
During this period, the Group continued to propose its pro-
different size and structure, distributes the Group's products
ducts in the field of dehumidifiers and air conditioners, and in
in over 60 countries all over the world.
25
Company Profile
The success of the Saeco formula
T
The Group's leading position is based on the constant attention paid to consumers' needs, on research centring on the
progressive automation of assembly lines and standardisation
of components - aimed at reducing production costs - as well
as on continuous technological innovation preserving the
Strategic development
T
The Group's growth objectives concentrate on the ‘core business’. Here, the Group intends to exploit the competitive
advantages and experience it has acquired, by transferring
them to all the market segments in which it operates or
intends to operate. For this reason, the Group intends to con-
highest quality of products and leadership of the Group itself.
solidate and develop relations with OEMs with a view to ensu-
The automation of the production process and
ring production volumes sufficient for achieving economies of
standardisation of components give assembly lines high
scale and to stimulating continuous product innovation.
levels of flexibility and consequently permit a swift adaptabi-
Generally speaking, development strategies set out:
the Group
has a highly integrated production. This allows
lity to swings in demand. In addition to this,
• to achieve expansion in new markets having high growth
potential where the Group does not already occupy a significant position;
the monitoring of each manufacturing phase and the immediate availability of high quality components.
• to raise output, by bringing its productive set-up in line with
demand growth expectations;
In terms of distribution, where the Group's companies are not
present, products are marketed through a network of direct
• to diversify products and develop ‘non core’ business
areas, by boosting the air-conditioning and steam sectors and
exploiting both the synergies of its own distribution system
and the image and renown of its brands. It is in these sectors
that the Group intends to introduce new products and focus
its attention on technologically advanced and innovative products in the high price range;
importers mostly operating through exclusivity agreements
(by territory or product).
• to undertake R&D investments: As far as this field
is concerned, the Group intends to continue investing in
research aimed at product and process innovation, and at
satisfying the emerging needs of customers and supplying
them with technologically advanced solutions. This will also
help to enhance the perceived image of high quality connected with the Group's brands and also to raise the sales
of OEMs and consolidate relevant relations.
• to strengthen
Strategy.
26
the Corporate Image and Brand
Company Profile
...automatic machines represent the Group’s most
innovative products in terms of experience and technology...
27
Company Profile
matic machines and manual machines. During year 2002, the
Product lines
Group’s domestic coffee machines sales accounted for
T
The Group’s principal product lines are:
81.3% of automatic machines and 18.7% of manual machi-
1) espresso coffee machines for domestic use
nes.
2) espresso coffee machines for professional use
3) vending machines
Automatic machines: they represent the Group’s most
4) steam appliances
innovative products in terms of experience and technology. By
5) air conditioners and dehumidifiers.
simply pressing a button, the machine automatically performs
all the operations needed to brew one or two cups of espres-
1) Domestic coffee machines: Coffee machines
so coffee. This is possible thanks to Saeco’s international
designed for domestic use constitute the ‘core business’ of
patent Espresso Brewing Unit. This device measures the pre-
the Group and related sales. During year 2002, they repre-
cise quantity of coffee to be used, brews the coffee and remo-
sented 70.9% of the Group’s consolidated net sales (68.6%
ves the used coffee grounds automatically. Two independent
during the previous year). Domestic espresso coffee machi-
dosing units make it possible to use both coffee beans and
nes can be divided into two main product categories: auto-
pre-ground coffee, even decaffeinated type. A hot water tap
28
Company Profile
and steam tap make it possible to brew teas and cappuccinos
Group differentiates itself in this market with its high quality
as well as to warm up beverages. In this category, the Group
innovative products, characterised by features such as its
produces up to 25 different models; each of them is available
Cappuccinatore and Pressurised Filter Holder.
in different colours with voltage and setting ranges suitable to
The Cappuccinatore, a device patented by the Group, allows
the country where the product is sold.
the machine to draw milk directly out of a milk carton and turn
it into creamy froth. With this device, the home user can make
Manual machines: The Group produces three main
a high quality cappuccino. The Pressurised Filter Holder is
types of manual espresso coffee machines: single, combined
another device patented by the Group, which consists of a
and filter types.
system of valves designed to permit the user of a manual
Single machines: These are coffee machines with a fil-
machine to maintain a constant high pressure during coffee
ter holder, which require the user to manually carry out the
preparation. Using either rough ground or finely ground cof-
preparations necessary to make a cup of espresso coffee.
fee, the Pressurised Filter Holder helps create a dense liquid
They are relatively simple machines, small in size and refined
and frothy ‘crema’, highly appreciated by espresso coffee
in design. This is a market segment where competition is
consumers. In this category, the Group produces up to 15 dif-
stronger, though the Group has recently reinforced its com-
ferent models; each of them is available in different colours
petitive position with the acquisition of the Gaggia brand. The
with voltage and setting suitable to the sales markets.
... the Group produces three main types of manual
espresso coffee machines: single...
29
Company Profile
...professional coffee machines, larger in size than
domestic machines, are designed for making espresso
coffees in hotels, bars and restaurants...
30
Company Profile
Combined machines: These coffee machines are simi-
are primarily sold outside Italy, in Countries where the proce-
lar to single coffee machines, with the addition of an incorpo-
dures and techniques for the preparation of espresso coffee
rated coffee grinder, which automatically grinds coffee beans
are not well established, even among professional operators.
and dispenses the required quantity of ground coffee to make
Currently, the Group has two product lines in the automatic
the finest espresso coffee instantly. In the espresso prepara-
professional sector, Profimat and Modular, which can offer a
tion this type of machine allows the consumer to start from
competitive quality-to-price ratio through the use of innovative
coffee beans ground just before brewing the espresso, thus
technologies.
obtaining a higher quality product. Five models in different
product lines belong to this category. Each product has a
Manual machines: Manual professional espresso coffee
distinct design and is available in different colours with volta-
machines are equipped with removable filter holders and
ge and setting ranges fully complying with every Country.
require a trained operator to manually grind, load, press,
insert, dispense the coffee and remove the coffee grounds
Filter machines: These coffee machines are used to
brew American-style filter coffee, via hot water filtered through a ground coffee dose. The Group has recently entered this
market segment, which is actually the most widespread in the
world, with an innovative filter coffee machine able to brew
not only American-style filter coffee, but also hot milky drinks,
chocolate and teas through its patented Cappuccinatore. This
device is an important innovation with significant expectations
in both the American and European markets.
2) Professional coffee machines: Professional coffee machines, larger in size than domestic machines, are
designed for making espresso coffees in hotels, bars and
restaurants. Professional coffee machines represented
approximately 3.0% of the Group’s consolidated net sales for
the year 2002. Professional coffee machines can be divided
into two main categories: automatic and manual types.
Automatic machines: queste maThe Group’s automatic
espresso coffee machines for the professional sector are the
evolution of manual machines produced by the Group for
after use. Recently, the Group has successfully entered this
domestic use. Automatic espresso coffee machines are cha-
market thanks to the acquisition of Gaggia brand. During the
racterized by the automation of the whole process for the
first half-year of 2002, a new machine, named S2000, was
preparation of espresso coffee (coffee grinding, dosing,
introduced both in manual and electronic model.
brewing and used grounds ejection). These coffee machines
31
Company Profile
3) Vending machines: The Group manufactures and
companies such as Mercedes and Siemens in Germany.
sells a wide range of automatic vending machines. The Group
Automatic vending machines represented approximately 7.1%
produces coffee dispensing machines for small private com-
of the Group’s consolidated net sales for the year 2002, com-
munities and offices and larger machines aimed at coffee and
pared with 9.0% of consolidated net sales for the previous
hot drinks distribution in larger areas. These machines are
year. The Group currently produces 10 models of vending
available in ‘tabletop’ and ‘freestanding’ versions. The ‘table-
machines, having different size, capacity and operating featu-
top’ version is smaller and can be placed on any surface.
res.
These characteristics making it flexible and suitable for use in
4) Steam appliances for cleaning and ironing:
different environments such as small communities, offices
As to the steam cleaning appliances, the Group produces or
and shops. The ‘freestanding’ version has a self-supporting
markets both traditional steam cleaning systems and innova-
structure and is used to distribute hot and cold drinks and
tive multifunctional cleaning system. These systems combine
steam cleaning functions to those of a bagless vacuum cleaner for both solid and liquid wastes via a water filter system.
These two functions can be used separately or simultaneously, thus achieving better performances in cleaning all home
surfaces. Steam Appliances represented approximately 3.8%
of the Group’s consolidated net sales for the year 2002.
5) Climate: In this category, the Group manufactures an
air conditioning line and dehumidifier line that cover both portable and fixed air conditioners. Portable air conditioners
come both as monoblock systems (without external condensing motors) and split systems (with external condensing
motors). Fixed air conditioners are available both in mono
snacks, in large enterprises and public spaces such as hospi-
system versions (with external condensing motors connected
tals, schools, public transport stations and airports. These
to an internal conditioning unit), dual systems (an external
advanced automatic vending machines are designed for the
condensing motor connected to two internal conditioning
most modern ranges of payment systems, such as bill rea-
units) and trial system (an external condensing motor con-
ders and change giver coin mechanisms, including cashless
nected to three internal conditioning units).
systems such as coded keys and payment cards. The Group
Air conditioner and dehumidifier sales represented approxi-
has developed the Saeco Card, which contains a special chip
mately 3.1% of the Group’s consolidated net sales for the
that allows acceptance of cashless payments for vending
year 2002.
machines, and can be adapted for other purposes such as
payment for firm canteens or to record employee presence at
the workplace. The Saeco Card is already used by some big
32
...from small to larger dispensing machines aimed
at coffe and hot drinks distribution available in “tabletop” and “freestanding” versions...
33
Company Profile
...the Group maintained a leading position in the
espresso coffee machine market primarily as a result of
its Company strategy oriented to continuous and
remarkable investment in technology...
34
Company Profile
The Group’s research and development teams deal with:
Research and Development
T
•
The Group makes considerable investments in technological
research on innovative and technologically advanced production processes and products;
field for development and manufacture of products, through a
• design of
structure that is functional to production. The Group maintai-
•
ned a leading position in the espresso coffee machine market
products;
industrialization of products (aiming at the steady
improvement of quality, production, and economic standard);
primarily as a result of its Company strategy oriented to continuous and remarkable investment in technology.
This strategy has a double objective:
• preparation of technical documentation for the product or
for the after-sale assistance network.
reduction of pro-
duction costs (through new production processes) and a
greater product differentiation through technical cha-
The Group designs the entire range of products, which are
racteristics that improve innovation of product itself.
internally manufactured by the Group itself.
The Group’s personnel is currently composed of 54 people,
The team uses advanced planning and design systems, inclu-
who are highly qualified and divided into three Companies:
ding 2D and 3D CAD systems, sophisticated workstations -
Imel A.G. in Switzerland, the centre of Group’s Research &
numerically controlled machines integrated with computer
Development, Saeco International Group S.p.A. and Gaggia
systems - and test systems.
S.p.A.
35
Company Profile
Manufacturing
T
certain types of components and spare parts. The Saeco
Vending's plant in Gaggio Montano (Bologna), that started
manufactures ven-
The Group’s manufacturing process is divided into eleven full-
operating in the first days of 2003,
cycle plants.
ding machines.
The entire production process of coffee machines and other
Part of the Group’s policy is to maintain control of each manu-
in the
facturing phase, thus ensuring immediate availability of high
three main plants: the two plants of Saeco International
quality components for the assembly. Manufacturing process
Group S.p.A. in Gaggio Montano and the Gaggia S.p.A. plant
is divided into construction of moulds for plastic and alumi-
in Robecco sul Naviglio (Milan). During 2002, in line with the
nium components, production of machine housings, produc-
strategy aimed at increasing the output capacity, the plant of
tion of electronic components and finally assembly, final
Sogeco Romania s.r.l. was completed and it is manufacturing
testing and packaging for the sale of finished product. Aiming
manual coffee machines for domestic use and ironing
at the reduction of costs and at increasing profits, we intend
systems. The other plants mainly produce spare parts and
to exploit the economies of scale through a higher standardi-
components and are engaged in pre-assembly and assembly
sation of products allowing the improvement of the manufac-
operations.
turing efficiency and the specialization of the plants through
manufacture automatic and
manual espresso coffee machines for domestic
use, professional coffee machines, steam cleaning
appliances, air conditioners and dehumidifiers and
the construction of new plants such as Sogeco Romania.
products manufactured by the Group takes place
Saeco International’s plants
Each of the five main components used for the manufacturing
of the Group’s automatic espresso coffee machines - the
pump, turbine, removable espresso brewing unit, boiler and
36
...manufacturing process is divided into construction
of moulds for plastic and aluminium components, production of machine housings, production of electronic
components and finally assembly, final testing and
packaging for the sale of finished product...
• Production of heating elements (M.C.P. s.r.l.)
coffee grinder, is internally manufactured. All of these, except
the coffee grinder, are manufactured using completely auto-
• Production of wiring harnesses (M.T.P. S.p.A.)
mated processes ensuring high quality standards and immediate availability. The production lines, as well as their ‘auto-
Demand can be met very quickly thanks to the high degree of
mation’, are the result of internal research. The Group also
automation in the various phases of the work cycle and the
manufactures main spare parts used for both scheduled and
flexibility of assembly lines.
unscheduled maintenance of its production lines.
The operations performed at single workstations are simple
The Group’s manufacturing process is highly integrated, as its
and short. This ensures high flexibility and a rapid learning
companies are engaged in:
curve.
• Mechanical work processes and assembly (Saeco
Vending S.p.A., MCP S.r.l. and Tecna S.r.l., the latter producing also coffee grinders)
The productive labour force totalled 1,071 employees at 31
• Construction of plastic and aluminium moulds (Orosta
S.r.l.)
around 15.5% of sales (16.0% in 2001), the improvement was
December 2002 (as compared with 1,075 employees at 31
December 2001). In the year 2002 labour costs represented
due to a higher degree of automation in the manufacturing
process. At 31st December 2002 the two main manufacturing
• Moulding process of plastic materials (MTP S.p.A.)
companies, Saeco International Group S.p.A. and Gaggia
S.p.A., employed 922 and 147 employees respectively.
• Machining and painting of steel sheets (Saeco
International Group S.p.A).
37
Company Profile
...many of the Group's companies already implemented
an UNI EN ISO 9000 certified Quality System...
38
Company Profile
Production Quality
T
S.p.A. started updating its Quality System in compliance with
The Group has a clear quality-based philosophy. Many of the
Group's companies already implemented an
the new UNI EN ISO 9001:2000 regulation. The development
UNI EN ISO
of this project will lead to the involvement of all the company's
9000 certified Quality System while others are
levels in the definition of clear objectives through the mana-
implementing it. This allows the monitoring of all the phases
gement by processes, also meant as a support to the activi-
of the manufacturing process. Materials (parts and semi-fini-
ties in terms of human resources management and System
shed products) destined for the Group’s production lines,
improvement.
including those coming from companies within the Group, are
The Group is willing to extend to all ‘Captives Companies’ in
the Group Quality Systems, which comply with the UNI EN ISO
9001 regulation, in order to receive from them products up
with fixed quality standards, to prevent non-compliance causes, to constantly improve design, supply, production, distribution and assistance processes and to estimate achieved
results.
Distribution
W
With regard to the Italian market, the Group’s sales network is
divided into three sectors: domestic appliances, professional
appliances and vending machines.
The domestic appliance sector includes, in addition to coffee
machines, ‘air conditioning’ and ‘steam’ products.
To make Saeco and Gaggia brands better known to end con-
subjected to rigorous quality tests, which comply with internal
sumers, the Group is willing to maintain two separate distri-
procedures set up according to the UNI EN ISO 9001 regula-
bution networks, one for Saeco and one for Gaggia products.
tion, prior to being used. The production lines also provide for
Each agency has a number of employees or collaborators
automatic and computerised control and testing systems
proportionate to the size of the territory where it is operating
ensuring that finished products meet the Group’s high quality
and to the size of the relative market. Saeco International
standards. In addition to the manual test carried out on each
Group S.p.A. also maintains direct relations with main custo-
product during the final phases in the assembly line, a test on
mers, such as Metro, Coop, Media World, UniEuro, Auchan
product samples already packed destined for warehouse or
and Mercatone Uno.
shipping is also carried out.
As for the domestic appliance sector (Coffee Line, Climate
According with its policy aimed at reinforcing its position in
Line, Steam Line), products are sold to independent or spe-
terms of 'Customer Satisfaction', Saeco International Group
cialist stores; chain of shops; large-scale or multiple retailing.
39
Company Profile
The professional distribution sector deals with the sale of
this sector:
operating in
different Countries through a distribution
network, similar in many ways to that in place
in Italy.
– toasters, who purchase machines to supply them to their
In countries where the Group is not represented by subsidia-
by companies belonging to the Group and
machines to bars, restaurants and communities in general.
Machines are chiefly sold to two different types of operator in
ries, the Group’s products are marketed by importers who buy
customers, mainly consisting of bars and restaurants;
products directly from the Group, sell them in the respective
– resellers and agents, operating in various Italian regions,
market and then handle after sales assistance activity.
who deal with the installation of machines and technical
There are basically three importer categories: those with
assistance.
A network of resellers is in place for the vending machine sector. These resellers cover the needs
exclusive territorial selling rights, with product exclusive rights and those with no
exclusive rights.
of ‘small/medium’ operators, while large-scale operators are
In addition to sales of ‘Saeco’, ‘Gaggia’ and ‘Spidem’ brands,
directly supervised by the Group. Operators usually supply
the Group also produces coffee machines and vending machi-
machines to their customers on a free-loan basis, with a con-
nes on behalf of some leading manufacturers of household
tractual agreement binding their customers to product supply
appliances and vending machines, which then sell them under
(coffee, sugar, tea, etc.) and assistance services.
their own brand names. OEM customers purchase products
manufactured under their name directly from the Group, sell
them in the market through their own sales network and hand-
With regard to foreign markets, the Group’s products are sold
40
Company Profile
le after sales assistance.
Leading brand names include: Germany’s Krups, Miele and
Bosch-Siemens, Switzerland’s Solis, Migros, Turmix and Rotel
and Spain’s Azkoyen*.
The Group also manufactures espresso coffee machines (Linea Barista, Zia and Athena) that are
sold under the brand name ‘Starbucks’ in the ‘coffee shop’
chains of Starbucks Coffee Company Inc. present in the
United States and in other countries worldwide. Further, starting from the current year, Starbucks decided to introduce on
the USA market the automatic machine using the 'Saeco'
brand, giving an essential contribution to the renown of the
brand, whose intrinsic value should anyway grow in future
years.
After-sales Service
th
From a commercial point of view, on 7 November 2002 the
European Commission approved the Gruppo Seb proposal to
grant the Saeco Group the license for the 'Moulinex' brand in
eight countries (Germany, Austria, Belgium, Netherlands,
Portugal, Denmark, Norway, and Sweden).
I
In countries where the Group has a distribution subsidiary,
after sales assistance is carried out by a network of independent authorised customer service centres, which have agreements with the Group. These centres are coordinated by the
Company’s head office in specific countries. In other coun-
* The brands mentioned are owned by the following companies:
tries the Group’s authorised distributor usually provides after-
Robert Krups GmbH &Co.KG, Miele & C.I.E. Gmbh & Co. Gutersloh,
sales service. The Group provides authorised service centres
Bosch und Siemens Hausgeräte GmbH, Nestlè S.a., Solis A.G.,
and its authorised distributors with all of the necessary sup-
Turmix A.G. Migros-Genossenschaftsbund, Rotel A.G., Azkoyen
port in terms of technical documentation, supply of spare
Commercial S.a..
parts, and periodical training courses, so that they can provide assistance to customers in line with Group’s standards in
case of maintenance or repair operations.
All the Group's companies located in the EU provide the user
a twenty-four month warranty on household appliances, in
compliance with the 1999/44/EC Directive.
All the machines manufactured by the Group have a multilingual operation manual, which describes the correct opeartion
and maintenance of the product.
41
Company Profile
Marketing and Advertising
L
change in the strategies for communication and international
positioning of the brand.
Group investment in marketing and promotional activities folThe Saeco Group is a market leader in the home espresso
lowed the trend below:
€ '000
coffee machines sector with a market share of 32.8% (Source
2000
2001
%
2002
GFK). The Group is also present on other non-core markets
%
such as those of ironing and steam systems, air-conditioning,
Advertising
(TV, Radio, Press,
New Media)
15,231
Sales Promotion,
Merchandising,
Trade Mktg
5,239
Exhibitions
Sponsoring (Team)
Overall
investment costs
%
professional coffee machines and vending machines, where
60% 12,513
51% 14,002
50%
20%
5,516
22%
7,987
28%
The communication and promotional plans on a local basis
1,663
6%
1,847
7%
2,065
7%
lead to a great independence in investments management for
3,651
14%
5,042
20%
4,379
15%
its position has been acquiring a greater importance.
foreign subsidiaries, according to the local features.
25,784 100% 24,918 100% 28,433 100%
The strategies and marketing activities at a corporate level
focus on growth of brand equity, as brand capacity of increa-
The general economic situation, the growth of competitors as
sing intrinsic potentials over time; on management and coor-
well as the development of new business areas required a
dination of Saeco Group image, as international Company and
not only as a mere sum of local experiences; on
product
management processes in active co-operation with
Research & Development area, aiming at defining
new products and widening the existing product range; on managerial logic that sets high quality of
products at the centre of brand image, in order to induce the
customer to accept new products, even if outside the ‘core
business’. The excellent quality of products is considered as
a first source of value by customers and consequently of
customer satisfaction. Each new product shall appeal to functional and symbolic values of the brand and, at the same time,
shall improve them, thus widening the competitive market of
the Group.
The advertising investments through both traditional
mass media and new media took up 50% of entire budget. On the one hand Saeco leadership in the ‘core business’
of automatic coffee machines - its sales increased by 25.4%
- was strengthened, on the other resources were devoted to
42
...concerning the sponsorship of the Saeco cycling
team, the year 2002 marked an important turning point...
support Group differentiation strategies in climate, steam,
allows to maintain a strong brand visibility at international
vending and professional lines of products.
level. The investment, divided into traditional sponsorship and
28% of marketing budget was invested in the
traditional promotional activities dedicated both
related advertising activities, in 2002 reached 15% of
the Group's marketing budget.
to the distribution network (prizes, demonstrations, etc.) and
The remaining 7% of the budget was used to take part in lea-
to end consumers (pop material, samples, direct marketing,
ding trade fairs in the sector, both in Europe and all over the
etc.) and to the production of catalogues, sundry corporate
world. For example, in 2002 Saeco took part in Berlin
material and merchandising.
Hometech, a new international event and reference point for
sponsorship of the Saeco cycling
team, the year 2002 marked an important
turning point with the introduction of important changes
the companies producing small and large domestic applian-
in the staff in order to make it more competitive. Due to the
conditioning sector respectively.
Concerning the
ces, in Genoa Venditalia and in Milan ExpoComfort, among the
most important biennial fairs for vending machines and air-
perfect identification between the team and the company's
brand, each victory of important international cycling races
43
Director’s Report on Operation
The Group
I
In the year 2002, the Saeco Group had a consolidated sales
revenue of € 411,054 thousand: 18.1% increase on the figu-
re of € 348,055 thousand of the previous year.
In particular, sales of automatic espresso coffee machines for
home use amounted to € 237,077 thousand: an increase of
25.4%.
The increase of revenue on foreign markets was excellent:
among non-European markets stand out the Australian and
USA performances that showed a growth of 211.7% and
41.3% respectively, while in Europe the Belgian and Austrian
markets showed an increase of 66.9% and 27.7% respectively. Such outcomes are the result of the management penetration strategy aiming at consolidating the leadership on
each single market.
46
Consolidated reclassified profit and loss account
PROFIT AND LOSS ACCOUNT '000 €
Change in finished goods, components
and work in process
31-12-02
%
31-12-01
%
∆
31-12-00
%
411,054
98.2%
348,055
98.2%
18.1%
317,494
98.0%
(1,332)
-0.3%
(3,119)
-0.9%
-57.3%
(1,261)
-0.4%
Inventory capitalised
2,922
0.7%
5,775
1.6%
-49,4%
3,440
1.1%
5,877
1.4%
3,682
1.0%
59.6%
4,295
1.3%
Value of output
418,521
100.0%
354,393
100.0%
18.1%
323,968
100.0%
Materials consumed
(149,857)
-35.8%
(135,058)
-38.1%
11.0%
(126,838)
-39.2%
(88,057)
-21.0%
(76,692)
-21.6%
14.8%
(63,434)
-19.6%
(5,672)
-1.4%
(5,391)
-1.5%
5.2%
(4,623)
-1.4%
174,935
41.8%
137,252
38.7%
27.5%
129,073
39.8%
Services
Other operative costs
Value added
% on sales
Staff costs
Gross operating profit
% on sales
42.6%
39.4%
40.7%
(64,941)
-15.5%
(56,596)
-16.0%
14.7%
(48,610)
-15.0%
109,994
26.3%
80,656
22.8%
36.4%
80,463
24.8%
26.8%
23.2%
25.3%
Provisions for doubtful debts
(1,661)
-0.4%
(1,715)
-0.5%
-3.1%
(1,100)
-0.3%
Provisions for risks and losses
(6,467)
-1.5%
(3,124)
-0.9%
107.0%
(710)
-0.2%
Assets depreciation
(25,327)
-6.1%
(23,928)
-6.8%
5.8%
(22,952)
-7.1%
Operating profit
76,539
18.3%
51,889
14.6%
47.5%
55,701
17.2%
% on sales
Financial income
Financial expenses
Extraordinary income
Extraordinary expenses
Profit before income tax & Minority Interests
% on sales
IIncome taxes
Profit before Minority Interests
Net profit (loss) for the year
14.9%
17.5%
4,003
1.0%
1,702
0.5%
135.2%
1,586
0.5%
(7,327)
-1.8%
(9,093)
-2.6%
-19.4%
(6,060)
-1.9%
1,060
0.3%
964
0.3%
10.0%
690
0.2%
(4,762)
69,513
-1.1%
16.6%
(25,936)
19,526
-7.3%
5.5%
-81.6%
256.0%
(920)
50,997
-0.3%
15.7%
16.9%
(21,968)
47,545
% on sales
Minority interests
18.6%
5.6%
-5.2%
11.4%
11.6%
(12,167)
7,359
16.1%
-3.4%
2.1%
80.6%
546.1%
2.1%
(24,732)
26,265
-7.6%
8.1%
8.3%
(3,267)
-0.8%
(3,371)
-1.0%
-3.1%
(2,806)
-0.9%
44,278
10.6%
3,988
1.1%
1010.3%
23,459
7.2%
47
Revenue sharing by area, product line and brand name
31-12-02
%
31-12-01
%
∆
31-12-00
%
BREAKDOWN BY AREA:
ITALY
70,913
17.3%
72.414
20.8%
-2.1%
68,587
21.6%
127,474
31.0%
100,497
28.9%
26.8%
79,831
25.1%
SWITZERLAND
49,446
12.0%
42,273
12.1%
17.0%
44,816
14.1%
89,784
21.8%
76,165
21.9%
17.9%
68,304
21.6%
GERMANY
OTHER COUNTRIES
TOTAL
73,437
17.9%
56,706
16.3%
29.5%
55,956
17.6%
411,054
100.0%
348,055
100.0%
18.1%
317,494
100.0%
291,432
70.9%
238,655
68.6%
22.1%
212,287
66.9%
54,355
13.2%
49,592
14.3%
9.6%
47,720
15.0%
237,077
57.7%
189,063
54.3%
25.4%
164,567
51.9%
12,342
3.0%
9,932
2.9%
24.3%
9,989
3.1%
- MANUAL MACHINES
- AUTOMATIC MACHINES
VENDING MACHINES
29,330
7.1%
31,826
9.0%
-7.8%
34,071
10.7%
CLIMATE
12,545
3.1%
9,014
2.6%
39.2%
8,556
2.7%
STEAM
15,544
3.8%
16,854
4.9%
-7.8%
15,583
4.9%
SPARE PARTS
24,653
6.0%
19,064
5.5%
29.3%
18,333
5.8%
OTHER
25,208
6.1%
22,710
6.5%
11.0%
18,675
5.9%
TOTAL
411,054
100.0%
348,055
100.0%
18.1%
317,494
100.0%
SAECO
270,044
65.7%
242,574
69.7%
11.3%
195,651
61.6%
GAGGIA
36,716
8.9%
32,041
9.2%
14.6%
31,000
9.8%
SPIDEM
6,523
1.6%
4,958
1.4%
31.6%
3,247
1.0%
O.E.M.
62,466
15.2%
40,080
11.5%
55.9%
59,275
18.7%
BREAKDOWN BY BRAND:
SPARE PARTS
24,653
6.0%
19,065
5.5%
29.3%
18,333
5.8%
OTHER
10,652
2.6%
9,337
2.7%
14.1%
9,988
3.1%
TOTAL
411,054
100.0%
348,055
100.0%
18.1%
317,494
100.0%
48
49
Revenue by product line
revenue in other European countries, such as Benelux
(+66.9%), Austria (+27.7%) and Great Britain (+25.8%). The
Espresso coffee machines for home use raised their percen-
sales growth in non-European countries (+29.5%) is a great
tage of total sales revenue from 68.6% to 70.9%, thus con-
result attesting the penetration of these products on those
firming the Group's core business vocation, thanks to the
markets, especially the Australian (+211.7%) and the USA
improving of sales revenue from automatic machines, increa-
market (+41.3%), and the capacity to face extraordinary cri-
sed by 25.4% compared with year 2001. Sales of vending
sis on the Argentine market showing a sales decrease of
machines decreased due to the situation of economic uncer-
94.5% due to economic difficulties.
tainty in the areas where this type of machines was traditionally marketed. During the working year the Group made inve-
The Swiss market also keeps growing with an increase of
stments to complete a product range which will assure,
17.0% compared to the data at 31 December 2001.
already in 2003, an improved efficiency, both in terms of pro-
Revenue by brand
duct innovation and of new markets penetration, as well. The
sales of professional coffee machines showed a recovery,
thanks especially to the new professional line S2000, both in
All of the Group's brands showed a positive trend thanks to
the electronic and in the manual model, that in the second half
the centrally defined strategy aiming at coordinating the acti-
of the year became a sale success. The negative result of the
vities of each brand.
steam line in the first half-year was due to a general decrease of the 'multifunction' products market, a trend that Saeco
was able to reverse in the second part of the year, therefore,
even though the global growth for the year is still negative,
the last two quarters showed a slight improvement compared
with last year. The 'Climate' line trend was excellent, with an
increase of 39.2% compared to the year 2001. The remaining categories also increased, thanks to the growing business.
Revenue by geographic area
The percentage breakdown confirms the trend showed at the
end of 2001, with a growing German market which reached
the first position with a sales increase of 26.8% compared to
2001, thus confirming the efficacy of the strategy aiming at
improving the penetration of those markets where the Group
is already present and at expanding in new geographical
areas, as well. There was also an important growth in sales
50
... espresso coffee machines for home use raised
their percentage of total sales revenue from
68.6% to 70.9%,...
51
Costs and profits
Investments and financial management
The incidence of raw materials consumed went from 38.1% of
The analysis of the Balance Sheet shows tangible assets, net
2001 to 35.8%. This decrease was due both to a more effi-
of the related adjusting funds, equal to € 274,014 thousand.
cient purchase strategy allowing optimisation of supplier
The data shows an increase of net tangible assets due to new
management with a consequent effect on the cost of the com-
gross investments amounting to € 9,900 thousand for the
ponents purchased, and to an improved optimisation of the
purchase of new machinery and equipment needed for the
stock levels, as well.
manufacturing of new products and for Group internal pro-
The increase of labour costs is due to a rise in the number of
duction settlements.
employees.
The change in the Net Working Capital was due, besides the
growth of the company assets, to the increase of Receivables
Staff trends
from the Inland Revenue (+ € 4,523 thousand) and to the
Holding Company prepaid expenses amounting to € 9,557
31-12-02 31-12-01
thousand for the deferral of the substitute tax on the release
Average 31-12-00
Top managers
48
47
48
47
of the merger deficit determined by the incorporation of
Executive Cadres
26
13
20
8
Saeco S.p.A. and ascribed to the 'Saeco' brand higher value
617
557
587
450
during 2001. The item Payables to Suppliers increased pro-
Workers
1,257
1,105
1,181
1,084
portionally to sales due to the extension of the average term
Total
1,948
1,722
1,835
1,589
of payment to suppliers, while the average term of collection
Employees
and the average warehousing remain unchanged.
Depreciations rose from € 23,928 thousand to € 25,327
The Net Financial Position shows a debit of € 49,875 thou-
thousand as a result of the investments undertaken. This figu-
sand (€ 64,679 thousand in 2001) with a decrease in
re includes depreciation allowance of consolidation difference
medium-/long-term balances and, at the same time, an increa-
amounting to € 7,260 thousand.
se in short-term balances, due especially to the maturity,
during the current year, of a line of credit granted by
The evolution of the financial situation determined net financial
Mediocredito Lombardo to support new production invest-
charges amounting to € 3,324 thousand compared to €
ments. On the whole, the decrease since last year was due to
st
7,391 thousand at 31 December 2001. The decrease was
the increase of cash volumes produced by the Group.
due both to the Group improved financial position and to a
centralised and more efficient management of the financial
resources.
52
Consolidated Reclassified Balance Sheet
BALANCE SHEET '000 €
31-12-02
Fixed assets
Net tangible assets
Intangible assets
Equity interests
Other long-term assets
Total of Fixed Assets
91,821
179,689
1,576
928
274,014
Working Capital
(net) receivables from customers
Inventories
Other current assets
Advances
Tax payables
Other current liabilities
Net Working capital
Total of Resources
113,327
87,325
37,265
(92,326)
(452)
(8,577)
(19,618)
116,944
390,958
Long-term liabilities and funds
Other medium-/long-term liabilities
Contingency funds
Total of long-term liabilities and funds
9,407
933
14,684
25,024
Financial position
Investment receivables
Cash, bank deposit and share
Payables to banks
Other short-term financial liabilities
Short-term financial position
Long-term loans, net of the current quota
(6,872)
(35,864)
59,826
262
17,352
32,523
49,875
Shareholders’ Equity
Share capital
Reserves
Pro-forma reserve
Profit (loss) over the year
Total Group shareholders’ equity
Minority interests
Total Shareholder's Equity
Total of third parties and own means
104,000
135,332
(436)
22,589
0
44,279
305,764
10,295
316,059
390,958
%
31-12-01
70.1%
78,051
185,142
562
360
264,115
29.9%
100.0%
96,851
75,881
18,557
(73,878)
(828)
(11,364)
(18,620)
86,599
350,714
6.4%
8,618
235
6,540
15,393
4.4%
12.8%
78.2%
80.8%
100.0%
53
(3,048)
(31,541)
34,604
1,689
1,704
62,975
64,679
104,000
133,985
1,169
20,064
0
3,989
263,207
7,436
270,643
350,715
%
∆
31-12-00
%
75.3%
17.6%
-2.9%
180.4%
157.8%
3.7%
66,219
190,825
24,538
600
282,182
84.2%
24.7%
100.0%
17.0%
15.1%
100.8%
25.0%
-45.4%
-24.5%
5.4%
35.0%
11.5%
86,100
69,689
14,151
(84,374)
(823)
(16,959)
(14,860)
52,924
335,106
15.8%
100.0%
4.4%
9.2%
297.0%
124.5%
62.6%
7,600
195
9,278
17,073
5.1%
125.5%
13.7%
72.9%
-84.5%
918.3%
-48.4%
-22.9%
(1,154)
(27,514)
49,691
3,362
24,385
24,283
48,671
0.0%
1.0%
-137.3%
12.6%
0.0%
1010.0%
16.2%
38.4%
16.8%
11.5%
103,291
129,648
640
7,302
0
23,457
264,338
5,027
269,365
335,106
0.5%
18.4%
75.0%
77.2%
100.0%
7.3%
14.5%
78.9%
80.4%
100.0%
Consolidated financial statement
CASH FLOW ‘000 €
31-12-02
31-12-01
31-12-00
44,279
3,989
23,457
3,267
3,371
2,806
(1,572)
(434)
609
25,327
23,928
22,952
8,144
(2,738)
5,561
789
1,018
507
- Trade credits
(16,476)
(10,751)
(14,871)
- Inventories
(11,444)
(6,191)
(21,684)
(18,708)
(4,406)
(6,096)
18,448
(10,496)
27,767
Minority interests
- Trade payables
- Advance payments
(377)
5
294
(2,787)
(5,595)
1,761
999
3,760
4,492
129
280
(369)
50,018
(4,260)
47,186
- Tax payables
Net purchase of tangible assets
(26,028)
(23,102)
(18,917)
Net purchase of intangible assets
(7,617)
(6,974)
(15,312)
(1,014)
23,975
(24,451)
(3,823)
(1,894)
286
(38,482)
(7,995)
(58,394)
(558)
0
0
0
351
0
(1,426)
(1,673)
(222,104)
(30,453)
38,692
2,155
216,246
Change in minority interests
Capital increase
0
0
0
(6,000)
(922)
(32,437)
31,370
(4,625)
(20,901)
19,115
(15,833)
(3,067)
(22,182)
(6,349)
(23,968)
(3,067)
(22,182)
Initial liquidity
Closing liquidity
54
Strategies and evolution of the business
Directors of the 1st July 2001 The plan provide for actions for
During last year the strategies for the future have been defi-
possible to carry out this plan, even if approved, because of
ned: they aim to an increase in turnover and to an improve-
disagreements with the minorities of Pegaso s.r.l., holding
ment in margins.
company of Gaggia S.p.A., who refused a capital increase
three years and investments for € 37 millions. It has not been
necessary to the plan as proposed from the governing direcSaeco Group, through different actions, aim to the expansion
tor. Saeco belives that Gaggia, which has not invested signifi-
in new, high growth markets, where it has not yet a relevant
cantly in the last ten years, needs to reinforce its financial
position and to continue the penetration in historical markets,
structure to fulfill the plan and to allow the development of the
consolidating a position gained year after year. In this view a
company in the mid term.
distributors of Saeco products in Australia, located in
Melbourne and with a subsidiary in Sidney, has been taken over
During the year 2002 two investments were completed
in March 2002 and, in July, Saeco Polska sp.zo.o., first sales
aiming at expanding the Group's production capacity, to gear
company of the Group in Eastern Europe, has been founded.
the production to demand and at specializing the different
With these actions the Group continues its strategy of growth
industrial plants improving efficiency. The first plant, located
after taking over a sales company in the United States and
in Romania, (Sogeco Romania s.r.l.) employs about 200 peo-
founding new subsidiaries in Brasil and Hong Kong last year.
ple and started the production of manual coffee machines
and steam household appliances in July. This plant has been
In terms of growth strategy of the Group, the Holding com-
developed to contrast new competitors coming from far east
pany sees Gaggia as an important chance of development,
countries, China first of all, who are preparing for production
which up to now has not expressed all its potential. After
of low cost automatic machines and soon will be able to sell
acquiring the control of Gaggia in 1999, its results improved
it in the global market. Furthermore, according to what was
significantly thanks to the technologies transferred from
planned, the construction of the new factory located in
Saeco and to the supply from Group companies which in
Gaggio Montano (Bologna) (Saeco Vending S.p.A.) for the pro-
2002 accounted for 29% (€ 15,102 thousand) of the turno-
duction of vending machines was completed.
ver of Gaggia S.p.A.. The evolution of intragroup relations, the
chances emerged from the opening of new plants, such as the
In term of sales the Group aimed both at the product diversi-
one in Romania, and of new markets, the growing complexity
fication and at the consolidation of the core business, exploi-
of a global market, together with the need to meet customers
ting synergies in the distribution channels and the image and
requirements in terms of innovation, are all elemets that pla-
renown of its brands. With the precise goal of improving the
ced Gaggia in the condition of disengaging itself from the
sales mix new products with innovative and technological con-
technological dependence from the Group. Gaggia needs to
tent have been introduced in the high price range. The stra-
express and develop its own business model, which taking
tegy of consolidation of relations with “directional” customer
advantage of the synergies of the Group, gives it a chance to
continued allowing the Group to give an exclusive and unique
develop also the potential of the brand. With this aim in mind
service; in this view have to be considered the relations with
a plan has been proposed and approved by the Board of
Starbucks, Miele, SEB Group and recently Heineken.
55
...the first beertender, developed together with
Heineken...
56
During the year 2002 the European Commission approved the
against a Spanish company Vendematic S.L. which tried to
Seb Group proposal to grant the Saeco Group the licence for
use the brewing unit in its own coffee machines. A law court
“Moulinex” brand in eight European countries (Germany,
recognized the rights of Saeco.
Austria, Belgium, Netherland, Portugal, Denmark, Norway and
Sweden) confirming the good connections between two rele-
The Group reinforced its identity both in terms of Corporate
vant international companies within the business.
Image and of Brand Strategy centralizing the marketing acti-
In the last part of 2002 Starbucks started the distribution of
vities.
an automatic household coffee machines in its coffee-shops
and in the first months of 2003 Saeco started a new coope-
The Group started a strategy for the centralization of strate-
ration with an important Italian coffee producer for supplying
gic assets and activities with the purpose of creating value for
an innovative portioned coffee machine. In April 2003 it will be
the shareholders. In this view a plan has been defined desi-
launched the first beertender, developed together with
gned specifically to pursue efficiency in every single process:
Heineken, on the Swiss market.
• Exploitation and increase the value of its brands through a
The development of these new products, which became sales
management of the actual brands and the development and
opportunities, had been possible thanks to commitment of the
managements of new ones.
Group to the research and development aimed at the product
• Pursuit and development of new sales opportunities related
innovation, satisfaction of new customer needs and supply of
to the management of brands of third parties.
solutions technologically advanced. All this is also related to
• Prompt and precise registration of international patents
the reinforcement of image of the brands belonging to the
safeguarding the investments in research and development
Group and, on the other hand, to the increase of OEM turno-
• Centralized management of treasury and finance.
ver and reinforcement of such relations. Following this vision,
Related to this last point the aim is to exploit the potential
also in the next years new products will be launched. As far
synergies and to nullify the negative effects of a financial
as vending is concerned, confirming the value of the work
management organized following the juridical separation of
done by the Group and of the investments aimed at the spe-
the single companies of the Group such as high costs, lower
cialization of the activities of Saeco, a significant recognition
contractual force, hard control of bank conditions. So a cen-
has been received when Nestlè introduced Saeco in the list of
tralized management has been identified as the best way to
its own authorised supplier.
compensate the financial flows with advantage for the Group.
The constant investments in innovation for the renewing of
The Group adopted a state of the art centralized structure
product lines brought new fame to the brand: a project has
where the management of the finance activities is carried out
been translated into the introduction of a new family of auto-
by only one company which has a coherent and global vision
matic household coffee machines (Incanto) which introduced
of the situation. The value added of this model is generated
in 2001 has been definitely launched in this year, with a real
from synergies in funding, savings in relations with third par-
sales success.
ties and within the Group, specialization and kills of human
resources.
During 2002 the Group safeguarded its patents, in particular
This strategy evolved creating a new company, Saeco
57
Strategic Services Ltd with offices in Dublin, appointed to
– Merger by takeover of the company Estro s.r.l. into MCP
develop and manage these activities, which if oriented to the
s.r.l. on 31st December 2002, with retroactive fiscal effect
satisfaction of the needs of all the companies in the Group,
from 1st January 2002. The merger occurred on the basis
may consolidate the competitive advantage, with real econo-
of the companies Financial Statements as of December
mic benefits.
31st, 2002.
The rationalization of the company structures continued
On 23rd September 2002, Borsa Italiana S.p.A. granted Saeco
during 2002, as showed by the summary of the main opera-
ordinary shares the STAR status, thus acknowledging the ful-
tions carried out:
filment of the requirements concerning transparency, liquidity
– Merger by takeover of the company Elma s.r.l. into MTP
and Corporate Governance. For Saeco obtaining the START
S.p.A.. The merger, already decided in 2001, became ope-
status represents an opportunity in terms of valorisation,
st
rative with effect from 1 January 2002.
improved visibility, information and relation services.
– Merger by takeover of the company Samaro AG into Imel AG
with effect from 1st January 2002.
58
In 2002 the Company had a sales revenue of € 277,178 thou-
Holding Company
sand (+24.8% compared to the previous year) with a net incoSaeco International Group S.p.A. is the main production unit,
me of € 30,855 thousand.
directly managing the manufacturing and marketing activities
Income situation shown in the table below highlight the trend
of the 'core' products as well as all O.E.M. activity.
in profit indicators for ordinary operations.
59
Holding Company reclassified income statement
PROFIT AND LOSS ACCOUNT - '000 €
31-12-02
%
31-12-01
%
∆
31-12-00
%
Change in finished goods, components and
work in process
Inventory capitalised
277,178
98.8%
222,012
98.2%
24.8%
206,596
98.3%
(2,144)
912
4,740
-0.8%
0.3%
1.7%
388
498
3,133
0.2%
0.2%
1.4%
-652.6%
83.1%
51.2%
1,106
571
1,995
0.5%
0.3%
0.9%
Total revenues
280,686
100.0%
226,031
100.0%
24.2%
210,268
100.0%
Materials consumed
Services
Other operative costs
(153,188)
(31,448)
(6,799)
-54.6%
-11.2%
-2.4%
(124,303)
(31,879)
(7,390)
-55.0%
-14.1%
-3.3%
23.2%
-1.4%
-8.0%
(117,295)
(25,710)
(10,315)
-55.8%
-12.2%
-4.9%
89,251
32.2%
31.8%
62,459
28.1%
27.6%
42.9%
56,948
27.6%
27.1%
% on sales
-9.5%
22.3%
(23,089)
39,370
17.7%
-10.2%
17.4%
15.5%
58.9%
(20,181)
36,767
17.8%
-9.6%
17.5%
% on sales
(26,678)
62,573
22.6%
-0.2%
-1.0%
-5.6%
15.6%
(346)
(1,510)
(10,056)
27,458
12.4%
-0.2%
-0.7%
-4.4%
12.1%
37.1%
81.8%
55.0%
59.4%
(390)
(90)
(8,078)
28,209
13.7%
-0.2%
0.0%
-3.8%
13.4%
% on sales
(473)
(2,745)
(15,591)
43,764
15.8%
4,139
(4,069)
300
(3,713)
1.5%
-1.4%
0.1%
-1.3%
5,593
(5,842)
1,416
(24,881)
2.5%
-2.6%
0.6%
-11.0%
-26.0%
-30.3%
-78.8%
-85.1%
3,856
(3,261)
213
(465)
1.8%
-1.6%
0.1%
-0.2%
Profit before income tax & Minority Interests
% on sales
40,421
14.6%
14.4%
3,744
1.7%
1.7%
979.9%
28,552
13.8%
13.6%
Income taxes
Profit before Minority Interests
(9,566)
30,855
11.1%
-3.4%
11.0%
(2,396)
1,348
0.6%
-1.1%
0.6%
299.2%
2190.6%
(9,979)
18,573
9.0%
-4.7%
8.8%
9.0%
0
30,855
0.0%
11.0%
0
1,348
0.0%
0.6%
2190.6%
0
18,573
0.0%
8.8%
Value added
Staff costs
Gross operating profit
Provisions for doubtful debts
Provisions for risks and losses
Assets depreciation
Operating profit
Financial income
Financial expenses
Extraordinary income
Extraordinary expenses
% on sales
Minority interests
Net profit (loss) for the year
60
The table below shows revenue distribution in 2002.
31-12-2002
%
∆
%
31-12-2001
208,869
75.4%
164,628
74.1%
26.9%
30,832
11.1%
27,330
12.3%
12.8%
178,037
64.2%
137,298
61.8%
29.7%
2,807
1.0%
2,279
1.0%
23.2%
VENDING MACHINES
21,355
7.7%
23,692
10.7%
-9.9%
CLIMATE
11,384
4.1%
8,401
3.8%
35.5%
3,280
1.2%
4,455
2.0%
-26.4%
16,824
6.1%
18,557
8.4%
-9.3%
- manual machines
- automatic machines
STEAM
SPARE PARTS
OTHER
Total
12,659
4.6%
0
–
–
277,178
100.0%
222,012
100.0%
24.8%
The incidence of raw materials consumed decreased from
to 804 of the previous year, nevertheless, thanks to the pro-
55.0% to 54.6% due to the productivity increase. The costs
ductivity increase the incidence on the sales decreased, con-
for services slightly decreased from € 31,879 thousand in
firming the half-year data.
2001 to € 31,448 thousand in the current year. Within the
costs for services the marketing costs decreased since in
The gross operating profit of € 62,573 thousand rose more
2001 they were affected by the expenses for the advertising
than proportionally with sales growth (+58.9%) thanks to the
campaign for the launch of the new steam multifunction pro-
aforementioned saving on costs.
duct named 'Fata Morgana', while in 2002 the advertising
investment for the same product consisted only in a campai-
The operating profit amounted to € 43,764 thousand with an
gn to boost the range extension, thus allowing to save on
incidence on the sales of 15.6% compared with 12.1% of
costs; on the contrary, the maintenance costs increased for
2001.
the effect of an on-going improvement strategy of the company production plant and consultancy costs, as well.
The net operating profit rose from € 1,348 thousand to €
The labour costs increased due to a rise in the number of
30,855 thousand.
st
employees that at 31 December 2002 were 922 compared
61
Holding Company reclassified Balance Sheet
BALANCE SHEET - '000 €
31-12-02
Fixed assets
Net tangible assets
Intangible assets
Equity interests
Other long-term assets
Total of Fixed Assets
40,744
57,728
148,624
0
247,096
Working Capital
(Net) receivables from customers
Inventories
Other current assets
Advances
Tax payables
Other current liabilities
Net Working capital
Total of resources used
115,129
31,999
19,686
(80,677)
(243)
(1,841)
(6,519)
77,534
324,630
Long-term liabilities and funds
Other medium-/long-term liabilities
Contingency funds
Total of long-term liabilities and funds
5,461
0
6,376
11,837
Financial position
Investment receivables
Cash, bank deposit and share
Payables to banks
Other short-term financial liabilities
Short-term financial position
Long-term loans, net of the current quota
(10,101)
(4,705)
49,540
0
34,734
7,874
42,608
Shareholders’ Equity
Share capital
Reserves
Pro-forma reserve
Profit (loss) over the year
Total Group shareholders’ equity
Minority interests
Total Shareholder's Equity
Total of third parties resources
and own means
104,000
135,332
0
0
0
30,853
270,185
0
270,185
324,630
%
31-12-01
76%
40,291
65,020
144,050
0
249,361
24%
100%
83,931
31,085
7,865
(61,152)
(273)
(1,223)
(8,199)
52,034
301,396
4%
4,858
0
1,776
6,634
11%
13%
(13,673)
(1,741)
23,141
0
7,727
47,703
55,430
83%
104,000
133,985
0
0
0
1,347
239,332
0
239,332
100%
301,396
83%
62
%
∆
31-12-00
%
83%
1.1%
-11.2%
3.2%
–
-0.9%
34,068
67,792
162,116
448
264,424
92%
17%
100%
37.2%
2.9%
150.3%
31.9%
-11.0%
50.5%
-20.5%
49.0%
7.7%
68,765
30,169
8,253
(75,700)
(355)
(3,882)
(4,933)
22,317
286,741
8%
100%
2%
12.4%
259.0%
78.4%
4,103
0
877
4,980
2%
-26.1%
170.2%
114.1%
349.5%
-83.5%
-23.1%
(9,961)
(8,315)
42,560
0
24,284
13,492
37,776
79%
0.0%
1.0%
2188.8%
12.9%
12.9%
103,291
129,648
0
0
(7,525)
18,571
243,985
0
243,985
100%
7.7%
286,741
3%
18%
79%
8%
13%
85%
85%
100%
Holding Company Financial Statement
CASH FLOW - '000 €
31-12-02
31-12-01
30,853
1,348
Minority interests
0
0
0
0
15,591
10,056
4,599
899
603
755
(31,198)
(15,166)
(914)
(916)
- Trade credits
- Inventories
- Trade payables
(11,821)
388
19,525
(14,549)
- Advance payments
(30)
(83)
- Tax payables
618
(2,659)
(1,680)
3,266
0
448
26,146
(16,212)
Net purchase of tangible asset
(7,128)
(11,713)
Net purchase of intangible assets
(1,623)
(1,796)
(4,573)
18,066
3,572
(3,712)
(9,752)
845
Change in minority interests
0
0
0
0
0
0
(39,830)
34,211
Capital increase
0
0
0
(6,000)
(39,830)
28,210
(23,436)
12,844
Initial liquidity
(21,402)
(34,245)
Closing liquidity
(44,838)
(21,401)
63
Stock Option Plan
Event subsequent to 31st December 2002
During 2001 the Company prepared and approved a stock
In the first days of 2003 the Saeco Vending S.p.A. plant in
option plan in oredr to:
Gaggio Montano (Bologna), locality La Casona, started ope-
• recognize and encourage participation of Saeco Group key
rating. As already mentioned, the plant is specifically used for
people, not included meaningfully, at the moment, in
the manufacturing of vending machines.
Company Share Capital; improve results and create value
Operational management’s evolution
for shareholders;
• align recipients’ interests both to purposes of a medium
period stock ownership and to expectations of investors;
Despite the uncertainty of the general economic situation, the
• concentrate recipients’ attention on strategic successful
positive trend of the year consolidates Saeco resistance to
factor in medium term period;
the general macroeconomic downturns. Furthermore, aiming
• recognize and reward recipients’ contributions for achieve-
at the innovation and improvement of the conditions and qua-
ment of both yearly objectives and long term objectives of
lity of life of consumers, new products will be launched to sati-
Company and Subsidiaries;
sfy exigent customers. Those will be even crucial for future
• stimulate recipients of different trade companies of Saeco
development.
Group with determined performance objectives to optimise
Corporate Governance
Group results and obtain, in this way, advantages also for
Company stock ownership;
• support recipients’ continuity inside the Group in long-term
The Company
period and sustain their motivation.
draw up yearly a report on “Corporate
Governance” in line with the recommendations and rules contained in the Code of Practice of Borsa Italiana S.p.A..
The plan, decided by the Board of Directors, has a duration of
This report can be found at the Company offices, in the Borsa
four years, and gives to recipients the opportunity of subscri-
Italiana S.p.A. offices and also on the website.
st
st
bing stock from 1 February 2005 until 31 March 2005. The
The system operating today is in line both with the Code of
plan interested the assignment of n. 3,000,000 shares, each
Practice as revised with the amendments of July 2002 from
allowed to subscribe n.1 share, totalling a nominal value of
the Council for Corporate Governance for companies listed on
€ 1,560,000.
the stock exchange, and with the reccomendations of Borsa
Italiana S.p.A. for the drawing up of report on Corporate
During the Year 2001 and 2002 have been already attributed
Governance, and has the following structure:
n. 2,000,000 stock options that will permit the subscription
of the same number of shares at the expiry date of the plan.
– The current Board of Directors that will hold the office until
The remaining 1,000,000 rights of option will be attributed in
the Meeting for the approval of the Financial Statements as
two round lots of n. 500,000 rights during 2003 and 2004.
of 31st December 2002, normally holds about ten meetings
64
every year to examine and approve the strategical, indu-
The Chairman and the Managing Directors, despite the
strial and financial plans of the company, assess the ope-
powers granted to them, always submit the most significant
rating trend of the various sectors, approve quarterly
economic and financial operations to the Board of Directors
results, organizational proposals and significant events sub-
for their approval.
mitted by Directors. The functions of the Board of Directors
A particular attention is devoted to operations with a poten-
are those set forth by art. 1.2. of the Code of Practice, pre-
tial conflict of interest: in this case the directors being in
cising that the Chairman and the Managing Directors report
such situation abstain from discussing and voting.
to the Board of Directors about the activity carried out
Further, it is pointed out that the Company directors do not
during their office.
hold the office of director or auditor in any other company
To improve operational efficiency, the company’s Board has
listed in regulated markets, even abroad, in finance compa-
traditionally made the organisational choice of delegating
nies, bank, insurance companies or any big company.
operational powers to company Directors who, pursuant to
art. 16 of the Articles of Incorporation, are, separately, the
– The Board of Directors set up, according to the Code of
th
company’s legal representatives. On 27 April 2000 the
Practice, three committees: the Nomination Committee for
Board thus entrusted the Chairman, Sergio Zappella, and
the Appointment of Directors composed of three directors,
the Managing Directors with extensive operational powers.
two of them independent and non-executive; the Committee
nd
On 12 September 2002 the Board of Directors granted to
for the Remuneration of Directors composed of three inde-
the managing director Andrea Golinelli full powers for finan-
pendent and non-executive directors, and the Internal
ce and treasury management.
Control Committee composed of independent and non-exe-
The operational powers granted to the Chairman and Vice-
cutive directors.
Chairman allow operations up to a value of € 10,000,000,
while the Executive Committee (composed of S. Zappella,
– The Company, through the top management and the struc-
Zaccanti, Schmed and Sprenger) is authorized to carry out
ture for the investors relations, aims at setting up a dialo-
operations even of higher value.
gue with shareholders as well as with institutional investors.
The Executive Committee, through its Chairman and
Periodical meetings with representatives of the financial
Managing Directors, periodically report to the Board of
community are held in order to update the information on
Directors about the activities carried out during their office.
the Group activity and management.
Furthermore, the entrusted boards provide proper information about untypical, unusual or related parties operations,
– The Directors deal with the management of the confidential
whose analysis and approval are not reserved for the Board
information, for this purpose the Board of Directors adop-
of Directors. Such information is also provided to Auditors.
ted on 14th March 2002 an internal procedure concerning
The Chairman exercises his powers in collaboration with the
the disclosure of company documents and information, in
Managing Directors, especially for what concerns the
particular 'price sensitive' information.
Group's strategy options, international relations, valorisa-
The Directors, the heads of the company's offices and
tion of human resources and optimisation of financial
anyone having access to information and documents on the
resources.
Company when exercising their functions, are required to
65
keep those data confidential and to comply with the proce-
of finished products, are regulated at competitive rates,
dure adopted for the disclosure of such documents and
according to the quality of the goods and services supplied.
information.
Below is a summary of transactions carried out during the
th
In addition, the Board of Directors approved on 15 October
year between the Holding Company, its subsidiaries and affi-
2002 the Code of Conduct for the sale and purchase of the
liates, as specified by International Accounting Standard no.
Company's shares (Insider Dealing) detailing the procedure
24 and Consob’s reccomendations. All these transactions are
and listing the relevant persons and corresponding infor-
regulated following market terms and conditions, as if the
mation obligations.
counterparts were independent respecting the formal and
substantial fairness.
– It is pointed out that the Corporate Governance Annual
In transactions between related parties the members of the
Report is available to shareholders together with the docu-
Board of Dorectors who have an interest even if not direct or
ments for the meeting and it has also been sent to the
only potential, inform the Board of Directors about this intere-
Borsa Italiana.
st and do not take part to the resolution.
During this year have not been carried out transactions with
Relations among groups and related
parties
related parties, also through subsidiaries, which in compliance with art. 71 bis of Consob resolution n. 11971/1999
should be communicated to the stock exchange.
Relations between Group companies, relevant to both vertical
productive integration and to the supply of services and sale
We point out that there isn't any parent company
66
Consolidated subsidiaries of the Group
Receivables
Payables
Revenues
Costs
GAGGIA SPA
8,189,310
5,753,472
13,638,513
15,101,666
PEGASO SRL
7,479,306
-
-
-
-
-
-
-
213,953
10,665,244
377,942
23,862,187
6,664
397,884
14,189
184,002
27,989
179,012
88,912
693,834
315,138
1,596,251
109,029
3,069,462
SAECO INTERNATIONAL GROUP SPA
ELFE SRL
M.T.P. SPA
OROSTA SRL
BIS TRASPORTI SRL
SAECO VENDING SPA
SPIDEM SPA
3,060,708
103,470
8,761,366
428,009
TECNA SRL
123,616
852,017
266,673
1,945,395
M.C.P. SRL
2,570,937
9,306,135
3,397,830
19,801,654
IMEL AG
1,661,047
11,780
12,546,875
1,088,822
MABECO GMBH
-
-
-
-
NIHON SAECO KK
-
-
287,538
33,437
SAECO AUSTRIA AG
6,455,443
-
14,643,207
-
SAECO BENELUX SPRL
1,236,471
-
6,061,283
719
SAECO CANADA LTEE
1,340,292
-
3,032,236
-
21,213,124
415,217
78,750,820
723,583
SAECO FRANCE SA
4,644,954
-
4,568,966
-
SAECO IBERICA SA
2,633,727
-
8,194,034
-
SAECO HANDELSGESEL. MBH
SAECO SCHWEIZ AG
4,234,884
-
15,421,011
112,033
SAECO POR L.DA
1,532,954
-
3,365,672
63
SAECO ARGENTINA SA
3,630,057
-
178,633
-
-
1,091,301
-
3,615,198
FIANARA BV
SIMEX USA
SAECO USA INC.
GLORIA SRL
SAECO CARD GMBH
SAECO AUSTRALIA PTY LTD
Total
67
1,398
-
59,998
669,064
5,578,316
1,894
3,223,346
10,342
633
82,120
26,535
188,962
91,864
631
289,109
631
3,543,308
9,083
6,050,119
150
79,786,093
30,465,510
183,353,836
71,529,212
Non-consolidated subsidiaries of the Group
SIM AG
Receivables
Payables
Revenues
Costs
1,076,358
14,923
3,561,481
-
SEARMEX Sa de Cv
-
-
-
-
GAGGIA LTD
-
-
-
-
GAGGIA DEUTSCHLAND GMBH
-
-
-
-
F.V.V.G MBH
-
-
-
-
ESTRO S.L.
-
-
-
-
ESPRESSOLUTION SRL
-
-
-
-
259,013
-
313,868
-
ELETRODOMESTICOS SAECO BRASILE
SAECO POLSKA Sp.zo.o
1,522,136
-
1,795,171
-
CMS (NSW) pty Ltd
-
-
-
-
SAMOU GmbH
-
-
-
-
SAECO STRATEGIG SVS Ltd
-
-
-
-
2,857,507
14,923
5,670,520
-
Receivables
Payables
Revenues
Costs
Total
Non-consolidated affiliates of the Group
SAECO ENGINEERING & DESIGN Gmbh
SO.GE.CO. ROMANIA SRL
GAGGIA FRANCE SA
Total
68
3,367
-
6,733
-
643,255
54,544
28,989
-
-
-
-
-
646,621
54,544
35,722
-
Here follows the list of all the operations with related parties*,
to whom market conditions are always applied:
Other information related to civil law
requirements
• The company A Zeta s.r.l., with head office in Gaggio
The Company doesn't have any secondary division, but it has
Montano (BO) is indirectly controlled by Giovanni Zaccanti
several local units on the Italian territory:
and leased various buildings to the Group's companies for
• registered office and manufacturing plant in Gaggio
the amount of € 36,168. In addition, it supplied services to
Montano (BO), via Panigali, 39;
the Holding Company for a total amount of € 158,093.
• workshop in Gaggio Montano (BO), via Cavalieri di Vittorio
• Immobiliare Gaggio s.r.l., with offices in Gaggio Montano
Veneto, 116;
(BO), controlled by Giovanni Zaccanti and Sergio Zappella,
• deposit in Grizzana Morandi (BO), via Ponte Ginepri, 73/R;
leased various buildings to the Group's companies for a
• deposit in Pisa, via Fiorentina, 218/A;
total amount of rentals of € 24,960 in 2002. This company
• warehouse in Iola Montese (MO), via Porrettana, 2330;
also supplied services to companies of the Group amoun-
• manufacturing plant in Gaggio Montano (BO), Via Torretta,
ting to € 82,710.
230;
• The company DI.A. s.r.l., with offices in Gaggio Montano,
• deposit in Gaggio Montano (BO), Loc. La Casona;
shared in by Sergio Zappella and Giovanni Zaccanti, in 2002
• deposit/warehouse in Granaglione (BO), via IV Novembre,
purchased vending machines from the Group for a total
215/4.
amount of € 213,648.
• Klaus Dotter leased a building located in Wolfurt (Austria) to
the company Saeco Austria AG for a consideration of
€ 21,600 for the year 2002.
• José Ramón Climent Gasch leased a building located in
* Sergio Zappella, Arthur Schmed, Giovanni Zaccanti, Mario Muttoni,
Mostoles (Spain) to the company Saeco Iberica S.A. for a
Romeo Marinoni, Marcus Bihler, José Ramon Climent Gash e Klaus
consideration of € 21,691 for the year 2002.
Dotter are shareholders of Saeco International Group S.p A. In par-
• Sergio Zappella granted a loan to the subsidiary Saeco
ticular, Sergio Zappella, Arthur Schmed and José Ramon Climent
Austria AG amounting to € 290,737.
Gash hold shares through subsidiaries.
69
Name
Sergio Zappella
Office held in the
subsidiary
Subsidiary
company
Shares as of
31-12-2001
Shares
purchased
Shares
sold
Shares as of
31-12-2002
Chairman BoD
Saeco International Group S.p.A.
59,526,472 (*)
0
0
59,526,472 (*)
3,000,000 (**)
0
2,150,509 (**)
849,491 (**)
29,255,250 (*)
0
0
29,255,250 (*)
Arthur Joachin Schmed
Managing Director
3.642,400 (**)
265,235 (**)
0
3,907,635 (**)
Giovanni Zaccanti
Managing Director
14,164,000
25,961
0
14,189,961
Simon Sprenger
Managing Director
0
0
0
0
Director
0
2,000
1,000
1,000
Sandri Sandro
Rutigliano Lorenzo
Director
0
4,800 (**)
4,800 (**)
0
Chairman BoA
21,000
5,000
26,000
0
Perini Giampaolo
Auditor
1,000 (**)
0
0
1,000 (**)
Golinelli Andrea
Director
4,000
10,000
14,000
0
Carlo Alberto Pellicciardi
PierPaolo Caruso
Auditor
Saeco International Group S.p.A
0
0
0
0
Marco Baglioni
Director
Saeco International Group S.p.A
0
0
0
0
(*)
Shares held through subsidiary companies
Shares held by the spouse
(**)
70
• € 2,923,149 to the “Unavailable reserve - advanced depre-
Proposal for allocation of net profit for
the year 2002
ciation”
• € 11,387,172 to the “Extraordinary Reserve”
We invite you to approve the Financial Statements we submitted and informing you that fiscally advanced depreciation, to
be deducted in the tax return, totalled € 2,923,149, we propose to allocate the net profit for the year, amounting to €
On dividend distribution, as it has been proposed above, will
30,852,969, as follows:
be recognized to the shareholders "Credit for advanced taxes"
such as stated by art. 105, clause 1)A of D.P.R. 917/86
(refundable Credit for advanced taxes).
• 5% to the “Legal Reserve” amounting to € 1,542,648 thus
increasing it to € 2,849,665
Gaggio Montano, 10th March 2003
As far as the remaning € 29,310,321 are concerned:
• € 0,075 to each of the n. 200,000,000 of shares for a
total amount of € 15,000,000
71

bilancio 1a parte ING

Transcription

Similar documents

targeting in practise: solutions with data protection

HD8761/09 Saeco Automatic espresso machine

Head Automatica K HORSE

Teleplan Annual Report 2007 from website

COMPANY PRESENTATION

Teleplan_GB_2006_Final

Come and see the restoration of the Ghent Altarpiece!

Introduction to European Standards and Euro Codes

1-7 August 2016 ITINERARY

Suretech Solutions - Enterprise Ireland