Half-Yearly
FinancialReport 2020
January - June 2020
Half-yearly Financial Report at
30 June 2020
GVS Group
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CONTENTS
INFORMATION ABOUT THE COMPANY AND INFORMATION FOR SHAREHOLDERS 4
GROUP STRUCTURE* ...................................................................................................................... | 5 | |
CORPORATE BODIES ....................................................................................................................... | 6 | |
DIRECTORS' REPORT ON OPERATIONS ................................................................................... | 7 | |
Foreword................................................................................................................................................ | 7 | |
Group performance and analysis of the results for the first half of the year 2020. ........................ | 7 | |
Investments.......................................................................................................................................... | 12 | |
Research and development................................................................................................................. | 13 | |
Additional information ....................................................................................................................... | 13 | |
Principal risks and uncertainties ....................................................................................................... | 13 | |
Inter-groupand related party transactions...................................................................................... | 14 | |
Significant events occurring in the first half of 2020. ...................................................................... | 14 | |
Events subsequent to the close of the period .................................................................................... | 15 | |
Business outlook .................................................................................................................................. | 16 | |
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2020 | ||
.............................................................................................................................................................. | 17 | |
Consolidated statement of assets and liabilities* ............................................................................. | 17 | |
Consolidated income statement* ....................................................................................................... | 18 | |
Comprehensive consolidated income statement............................................................................... | 19 | |
Prospectus of changes in consolidated shareholders' equity........................................................... | 20 | |
Consolidated statement of cash flows*.............................................................................................. | 21 | |
EXPLANATORY NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL | ||
STATEMENTS AT 30 JUNE 2020 ................................................................................................... | 22 | |
1. | General information ................................................................................................................... | 22 |
2. | Summary of the accounting standards adopted ....................................................................... | 23 |
3. | Recently issued accounting standards....................................................................................... | 26 |
4. | Estimates and assumptions ........................................................................................................ | 27 |
5. | Management of financial risk .................................................................................................... | 28 |
6. | Information on operating segments........................................................................................... | 31 |
7. | Business combinations ................................................................................................................ | 32 |
8. | Notes to the consolidated statement of assets and liabilities ................................................... | 34 |
9. | Notes to the consolidated income statement ............................................................................. | 44 |
10. Non-recurringrevenues and operating costs........................................................................ | 48 | |
11. | Hyperinflation ......................................................................................................................... | 49 |
12. Transactions with related parties .......................................................................................... | 49 | |
13. | Commitments and risks.......................................................................................................... | 52 |
2 |
14. | Directors' and auditors' fees .................................................................................................. | 52 |
15. | Independent auditor's fees ..................................................................................................... | 52 |
16. | Research and development..................................................................................................... | 52 |
17. | Positions or transactions resulting from atypical and/or unusual transactions ................ | 53 |
18. | Events of significance following the close of the financial period ....................................... | 53 |
19. Approval of the condensed interim consolidated financial statements and authorisation
for publication ..................................................................................................................................... | 53 |
ATTACHED TABLES ....................................................................................................................... | 54 |
Consolidated statement of financial position, with indication of the amounts of positions with | |
related parties...................................................................................................................................... | 54 |
Consolidated income statement, with indication of the amounts of positions with related parties. | |
.............................................................................................................................................................. | 55 |
Consolidated statement of cash flows, with indication of the amounts of positions with related | |
parties................................................................................................................................................... | 56 |
Consolidated income statement, with indication of the amounts deriving from non-recurring | |
transactions.......................................................................................................................................... | 57 |
CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO | |
ARTICLE 154 BIS OF LEGISLATIVE DECREE 58/98 ............................................................... | 58 |
AUDITING COMPANY REPORT................................................................................................... | 59 |
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INFORMATION ABOUT THE COMPANY AND INFORMATION FOR SHAREHOLDERS
REGISTERED OFFICE
GVS S.p.A.
Via Roma 50
40069 Zola Predosa
BOLOGNA, ITALY
Phone +39 (051) 617-6311
Fax + 39 (051) 617-6200
www.gvs.com
LEGAL INFORMATION
Share capital: Euro 1,750,000
Tax code 03636630372
VAT number 00644831208
REA of Bologna 0305386
Register of Companies of Bologna 45539
INVESTOR RELATIONS
E-mail investorrelations@gvs.com
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GROUP STRUCTURE*
*For information on the company name, registered office, the currency in which the Company operates, share capital of the GVS Group companies and the stake held by GVS SpA, please see the Explanatory Notes.
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CORPORATE BODIES
Board of Directors | |
Chairman | Grazia Valentini (2) |
Chief Executive Officer | Massimo Scagliarini |
Executive Directors | Marco Scagliarini |
Mario Saccone | |
Matteo Viola | |
Independent Directors | Nadia Buttignol (1) |
Arabella Caporello (1) | |
Alessandro Nasi (2) | |
Michela Schizzi (1) (2) | |
Board of Statutory Auditors | |
Chair | Patrizia Lucia Maria Riva |
Standing auditors | Francesca Sandrolini |
Stefania Grazia | |
Substitute auditors | Daniela Baesi |
Mario Difino | |
Manager responsible for the preparation of the company's | |
accounting documents | Emanuele Stanco |
Independent auditors | PricewaterhouseCoopers SpA |
- Member of the Control, Risk and Sustainability Committee
- Member of the Nominations and Remuneration Committee
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DIRECTORS' REPORT ON OPERATIONS
Foreword
The Interim Report on Operations of GVS SpA (hereinafter "GVS", the "Company" or the "Parent Company" and together with its subsidiaries the "GVS Group" or the "Group") is presented together with the condensed interim consolidated financial statements at 30 June 2020.
The Interim Report on Operations is intended to provide information on the situation of the GVS Group and on operations as a whole and in the various sectors in which it operates, including through subsidiaries.
The tables below have been prepared on the basis of the consolidated financial statements at 30 June 2020, to which reference should be made. The latter were prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and approved by the European Union, as well as with measures issued in implementation of Article 9 of Legislative Decree no. 38/2005.
Group performance and analysis of the results for the first half of the year 2020.
The GVS Group is one of the world's leading suppliers of filter solutions for applications in the following industries: Healthcare & Life Sciences, Energy & Mobility and Health & Safety.
The table below breaks down revenues from contracts with customers by division in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
Healthcare Liquid | 34,829 | 34,090 |
Healthcare Air & Gas | 22,805 | 13,537 |
Laboratory | 10,351 | 10,774 |
Healthcare & Life Sciences | 67,984 | 58,401 |
Powertrain & Drivetrain | 13,473 | 21,604 |
Safety & Electronics | 8,780 | 10,535 |
Sport & Utility | 8,649 | 13,508 |
Energy & Mobility | 30,902 | 45,646 |
Personal Safety | 44,241 | 7,652 |
Air Safety | 3,205 | 5,044 |
Health & Safety | 47,446 | 12,695 |
Revenue from customer contracts | 146,333 | 116,743 |
In the first half of 2020, GVS achieved consolidated revenues of Euro 143 million, up 25% from Euro
116.7 million in the same period of 2019. This result is mainly due to the growth of the Health & Safety division and the Healthcare & Life Sciences division, in both cases driven by the new needs arising from the spread of the COVID-19 pandemic. The drop in revenues from customer contracts, compared to the same period of the previous year, recorded by the Energy & Mobility division (-32%) also due to the exceptional nature of the period, was therefore more than offset by the increase in sales linked to the other sectors in which the Group operates.
Financial statements for the first half closing at 30 June 2020 are shown below in comparison with those of the same period of the previous year, reclassified on the basis of current practice in financial analysis.
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Analysis of reclassified financial position
Half Year closed at 30 June | ||||||||
of which | 2020 from | of which | 2019 from | |||||
non- | ordinary | non- | ordinary | |||||
(in thousands of Euro) | 2020 | recurring | operations | % | 2019 | recurring | operations | % |
Revenues from sales and services | 146,333 | 146,333 | 100.0% | 116,743 | 116,743 | 100.0% | ||
Other revenues and proceeds | 698 | 698 | 0.5% | 1,159 | 1,159 | 1.0% | ||
Total revenues | 147,031 | 147,031 | 100.5% | 117,902 | 117,902 | 101.0% | ||
Cost of raw materials purchases and variations in inventories | (35,273) | (35,273) | -24.1% | (34,412) | (34,412) | -29.5% | ||
Services | (16,775) | (4,481) | (12,294) | -8.4% | (11,696) | (45) | (11,651) | -10.0% |
Various operating costs | (1,280) | (1,280) | -0.9% | (1,982) | (144) | (1,838) | -1.6% | |
Added value | 93,702 | (4,481) | 98,183 | 67.1% | 69,812 | (189) | 70,001 | 60.0% |
Cost of labour | (44,045) | (972) | (43,073) | -29.4% | (37,992) | (187) | (37,805) | -32.4% |
EBITDA | 49,658 | (5,453) | 55,111 | 37.7% | 31,820 | (376) | 32,196 | 27.6% |
Amortisation and depreciation | (9,040) | (1,984) | (7,056) | -4.8% | (7,966) | (1,938) | (6,028) | -5.2% |
Provisions and writedowns | (122) | (122) | -0.1% | (127) | (127) | -0.1% | ||
EBIT | 40,495 | (7,437) | 47,932 | 32.8% | 23,726 | (2,314) | 26,040 | 22.3% |
Financial proceeds and charges | (4,579) | (4,579) | -3.1% | (1,752) | (1,752) | -1.5% | ||
Pre-tax result | 35,916 | (7,437) | 43,353 | 29.6% | 21,974 | (2,314) | 24,288 | 20.8% |
Income tax | (8,909) | 1,690 | (10,599) | -7.2% | (5,555) | 239 | (5,794) | -5.0% |
Group's and minority shareholders' net profit or loss | 27,008 | (5,747) | 32,755 | 22.4% | 16,420 | (2,075) | 18,495 | 15.8% |
The consolidated economic results of operations of the first half closing at 30 June 2020 were as follows: total revenues amounted to Euro 147 million (Euro 117.9 million in 2019); EBITDA from ordinary operations amounted to Euro 55.1 million (Euro 32.2 million in 2019); EBIT from ordinary operations came to Euro 47.9 million (Euro 26 million in 2019).
The trend in revenues from contracts with customers (+25% over 2019) is the result of sales trends in individual customer categories, as stated in the analysis above.
The percentage incidence of the first margin (total revenues, less purchase costs of goods plus change in inventories) on revenues from sales and services improved by 5.4 percentage points compared to last year, mainly due to a lower incidence of variable costs. Other revenues and proceeds primarily represent contributions for operating expenses, recovery and chargeback of costs, insurance refunds and capital gains on sales. The balance of the item decreased by Euro 461 thousand, compared to the same period of the previous year, mainly due to lower contributions and lower insurance reimbursements received during the period.
The "Value added" margin as a percentage of revenues from sales and services improved in 2020 (+7.1 percentage points), compared with the same period of last year, due to the cost containment policies implemented by management and mainly as a result of the above-mentioned reduction in variable costs and as a result of service costs that grew less than proportionally with respect to sales, which as a percentage of revenues from sales and services rose from 10% in the first half of 2019 to 8.4% in the same period of 2020.
The increase in absolute value of personnel costs in the six-month period ended 30 June 2020 compared to the same period of the previous year is due to the strengthening of the Group's structure, also through fixed-term and temporary employment to meet the growth in sales. The percentage impact of personnel costs on revenues from sales and services dropped over the previous year, however, from 32.4% in 2019 to 29.4% in 2020.
The increase in absolute value of the item amortisation, depreciation and write-downs for the period ended 30 June 2020 compared with the same period of the previous financial year is mainly due to the acceleration of the investment plans implemented by the Group in the first months of 2020 to meet the increase in production capacity which was necessary.
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Net financial charges (net of losses on exchanges amounted to Euro 2,663 thousand in the first half of 2020 and profits on exchanges of Euro 573 thousand recorded in 2019) decreased in the period under examination, from Euro 2,325 thousand in the period ending on 30 June 2019 to Euro 1,916 thousand in the period ending on 30 June 2020, primarily as a result of a reduction of interest on loans which was largely due to the improvement between net financial indebtedness and Group EBITDA, to which interest rates on the principal existing loans are correlated, and to a reduction of the residual amount payable on these financial loans.
The result of recurrent activities reached Euro 43.4 million in 2020, Euro 19.1 million higher than the 2019 figure of Euro 24.3 million, due to the effect of the factors described above.
Non-recurrent proceeds and charges in the period ending on 30 June 2020 represent: (i) amortisation of intangible assets recorded following the purchase price allocation of the Kuss group (Euro 1,984 thousand), (ii) consultancy costs and one-off bonuses paid to personnel in relation to the IPO procedure concluded on 19 June 2020 (Euro 5,019 thousand), (iii) consultancy costs for purchase of the shareholding in Puerto Rico (Euro 259 thousand) and (iv) personnel reorganisation costs (Euro 176 thousand), net of the related tax effect.
Non-recurrent proceeds and charges in the period ending on 30 June 2019 represent: (i) amortisation of intangible assets entered following purchase price allocation of the Kuss Group (Euro 1,938 thousand),
- start-upcosts incurred for the company established in Mexico (Euro 91 thousand), (iii) tax credits on indirect taxes of the company IOP (China) Filter Co. Ltd., written down following the winding-up of the company (Euro 144 thousand), and (iv) personnel reorganisation costs (Euro 141 thousand), net of the effect of taxation.
Analysis of reclassified equity position
At 30 June 2020 | At 31 December 2019 | |
(in thousands of Euro) | ||
Net intangible assets | 98,847 | 99,846 |
Net usage rights | 9,427 | 10,320 |
Net tangible assets | 62,529 | 46,614 |
Shareholdings in other companies | 384 | 377 |
Other fixed assets | 2,337 | 1,616 |
Fixed capital (A) | 173,524 | 158,773 |
Net trade receivables | 47,786 | 35,158 |
Inventories | 44,047 | 31,491 |
Payables to suppliers | (33,443) | (13,188) |
Net commercial working capital (B) | 58,390 | 53,462 |
Other current assets | 10,327 | 7,214 |
Other current liabilities | (29,706) | (17,063) |
Total current assets/liabilities (C) | (19,379) | (9,849) |
Net working capital (D)= (B) + (C) | 39,011 | 43,613 |
Other non-current liabilities (E) | (1,928) | (819) |
Employee termination indemnity and end of service indemnity (F) | (4,236) | (4,193) |
Provisions for risks and charges (G) | (0) | - |
Net invested capital (H) = (A+D+E+F+G) | 206,371 | 197,373 |
Shareholders' equity | (197,163) | (94,240) |
Consolidated shareholders' equity (I) | (197,163) | (94,240) |
(Short-term financial indebtedness)/Liquidity | 94,195 | 22,355 |
(Net medium/long term financial indebtedness) | (103,403) | (125,488) |
Net financial indebtedness (L) | (9,208) | (103,134) |
Own funds and net financial indebtedness (M) = (I+L) | (206,371) | (197,373) |
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Fixed capital as of 30 June 2020 showed an increase of Euro 14,751 thousand, as a result of the reduction in net intangible assets and usage rights totalling Euro 1,892 thousand, more than offset by a net increase in tangible assets and other fixed assets of Euro 16,636 thousand.
The balance of trade net working capital at 30 June 2020 showed an increase of Euro 4,928 thousand, compared to 31 December 2019, with an increase in inventories and net trade receivables for a total amount of Euro 25,184 thousand against an increase in trade payables of Euro 20,255 thousand.
The increase in other current assets at 30 June 2020, equal to Euro 3,113 thousand, was mainly due to the increase in advances to suppliers and receivables for indirect taxes.
The increase in other current liabilities at 30 June 2020 compared to 31 December 2019, equal to Euro 12,643 thousand, was mainly due to advances paid by customers for Euro 4,398 thousand, the increase in payables for current taxes for Euro 6,042 thousand and the increase in payables to the personnel for Euro 2,479 thousand only partially offset by the decrease in payables for dividends, equal to Euro 1,681 thousand, paid after the end of the previous financial year.
Shareholders' equity at 30 June 2020 increased mainly due to the result for the period and the effects of the IPO process, which led to an increase in share capital and the share premium reserve of Euro 79,559 thousand.
The reader is referred to the next section for information on changes in net financial indebtedness.
Analysis of net financial indebtedness and net financial position
Trends in net financial indebtedness and net financial position are analysed below.
(in thousands of Euro) | At 30 June 2020 At 31 December 2019 | ||
Cash | 32 | 32 | |
Cash on hand | 137,514 | 58,510 | |
Term deposits | 362 | - | |
Shares held for trading | 3,151 | 3,399 | |
(A) | Liquidity | 141,058 | 61,941 |
Financial receivables due to leasing | 179 | 177 | |
(B) | Current financial receivables | 179 | 177 |
(C) | Current bank debts | (3,000) | (3,000) |
(D) | Current portion of non-current indebtedness | (39,788) | (33,506) |
Financial payables to other companies in the GVS Group due to leasing | (959) | (585) | |
Financial payables for leasing | (2,629) | (2,509) | |
Other financial payables | (666) | (163) | |
(E) | Other current financial payables | (4,254) | (3,257) |
(F) | Current financial indebtedness (C)+(D)+(E) | (47,042) | (39,763) |
(G) | Net current financial indebtedness (A)+(B)+(F) | 94,195 | 22,355 |
Non-current bank debts | (51,691) | (67,999) | |
Non-current bonded loans | (44,995) | (49,574) | |
Financial payables to other companies in the GVS Group due to leasing | (2,661) | (1,886) | |
Non-current financial payables for leasing | (3,991) | (5,965) | |
Other financial payables | (65) | (65) | |
(H) | Non-current financial indebtedness | (103,403) | (125,488) |
(I) | Net financial indebtedness (G)+(H) | (9,208) | (103,134) |
Derivatives | |||
Financial payables for leasing (net) | 10,061 | 10,767 | |
(L) | Total net financial position | 852 | (92,366) |
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The change in net financial indebtedness at 30 June 2020 as compared to 31 December 2019, totalling Euro 93,925 thousand, is primarily due to the combined effect of: (i) an increase in liquidity and current financial receivables totalling Euro 79,119 thousand, due to liquidity obtained from the IPO procedure and liquidity generated by operations, and (ii) a Euro 14,806 thousand reduction in current and non- current financial indebtedness, primarily due to repayment of the current portion of long-term financial payables.
The Group's net financial position (excluding net current and non-current leasing liabilities, measured in accordance with the provisions of IFRS 16 and equal to a total of Euro 10,061 thousand at 30 June 2020 and Euro 10,767 thousand at 31 December 2019 respectively), amounted to positive Euro 852 thousand and negative Euro 92,366 thousand as of these dates. Not that a number of financial agreements require the GVS Group to comply with certain financial parameters, which were met as of 30 June 2020.
Reclassified financial report
The reclassified financial report appears below.
Half Year closed at 30 June | ||
(in thousands of Euro) | ||
2020 | 2019 | |
Net income | 27,007 | 16,419 |
Amortisation, depreciation and writedowns | 9,162 | 8,094 |
Variations in provision for Employee Termination Indemnity | 483 | 466 |
Operative cash flow | 36,652 | 24,978 |
(Increase)/decrease in trade receivables | (12,750) | (3,235) |
(Increase)/decrease in inventory | (12,556) | (3,479) |
Increase/(decrease) in payables to suppliers | 20,255 | (1,392) |
(Increase)/decrease in other items in working capital | 9,530 | (1,507) |
Variations in working capital | 4,480 | (9,613) |
Net (investment) in tangible assets and usage rights | (21,133) | (6,747) |
Net (investment) in intangible assets | (1,931) | (1,916) |
Net variation in other fixed assets | (728) | 911 |
Net variation in other non-current liabilities | 669 | (342) |
Total non-current assets/liabilities | (23,123) | (8,093) |
Free cash flow prior to dividends | 18,010 | 7,272 |
Distribution of dividends | (5,005) | |
Increase for IPO | 79,559 | |
Other variations in shareholders' equity | (3,644) | 142 |
Cash flow from (to) variations in shareholders' equity | 75,915 | (4,863) |
FREE CASH FLOW | 93,925 | 2,409 |
Initial net financial indebtedness | (103,134) | (131,783) |
Cash flow in the period | 93,925 | 2,409 |
Final net financial indebtedness | (9,208) | (129,374) |
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During the period ending on 30 June 2020, operations generated Euro 11,674 thousand more liquidity than in the same period of the previous year, primarily as a result of increased EBITDA; in addition, cash flows generated by working capital were Euro 14,093 thousand higher.
During the first half of 2020, on the other hand, net investment (ordinary and extraordinary purchasing operations) and net variation in other non-current liabilities on the whole absorbed Euro 15,029 thousand more liquidity than in the first half of 2019. This resulted in a free cash flow prior to distribution of dividends of Euro 18,010 thousand, Euro 10,738 thousand greater than in the period ending on 30 June 2019.
The cash flow relating to changes in shareholders' equity, on the other hand, increased considerably due to the net increase in paid-in share capital (Euro 79,559 thousand), resulting in free cash flow of Euro 93,925 thousand, an increase of Euro 91,516 thousand compared with the period ended 30 June 2019.
Indicators
The Group's principal economic and financial indicators and other indicators at 30 June 2019 and 30 June 2020 are listed below.
Half Year closed at 30 June | ||
(in thousands of Euro) | ||
At 30 June 2020 | At 30 June 2019 | |
ROE (net profit/total net shareholders' equity) | 14% | 20% |
ROI (EBIT from ordinary operations/net invested capital) | 23% | 12% |
ROS (EBIT from ordinary operations/total revenues) | 33% | 22% |
EBITDA | 49,658 | 31,820 |
EBITDA from ordinary operations | 55,111 | 32,196 |
Net interest payable (excluding profits/losses on exchanges, Interest on actualisation of funds and | ||
proceeds due to sale of derivatives) | (1,916) | (2,325) |
Net Financial Debt | (9,208) | (129,374) |
Net financial position | 852 | (122,748) |
Total intangible fixed assets/Total fixed assets | 57% | 63% |
Total intangible fixed assets/Total assets | 24% | 34% |
Acid test (short-termassets/short-term liabilities) | 0.9 | 1.5 |
Net interest payable/net financial indebtedness | 21% | 2% |
Indebtedness ratio (net financial indebtedness/shareholders' equity) | 0.05 | 1.57 |
Net financial position/shareholders' equity | (0.00) | 1.49 |
EBITDA/Interest | 25.92 | 13.69 |
EBITDA from ordinary operations/Interest | 28.77 | 13.85 |
Net financial position/EBITDA | (0.02) | 3.86 |
Net financial position/EBITDA from ordinary operations | (0.02) | 3.81 |
Net financial debt / EBITDA | 0.19 | 4.07 |
Net financial indebtedness/EBITDA from ordinary operations | 0.17 | 4.02 |
Investments.
The Group's investment policy aims to achieve diversification in terms of product range and creation of new technological solutions for integration into the range of products it offers for sale. The development of new products is important for the Group, in order to continuously increase the satisfaction of its customers. Moreover, in the period under examination here, the Group has invested in improvement of the efficiency of production through reinforcement and boosting of automation processes and adaptation of its productive capacity to ensure immediate flexibility in response to a possible increase in activity and adaptability to emerging trends.
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Investments for the half year ended 30 June 2020 were mainly attributable to the expansion of production capacity to meet the increase in sales orders of products of the Healthcare & Life Sciences division and the Health & Safety division.
With particular reference to the period ended 30 June 2020, significant investments were made to expand the production capacity of the production site in Mexico.
Research and development.
With research and development centres all over the world, GVS offers an extremely efficient service tailored to respond to its customers' requests: from product conception and design to validation and mass production.
The Group's R&D work aims to introduce new products and implement new production processes. These activities are divided into a number of different phases, from conception and start of the process of designing and new product process to large-scale industrial production. The main indicators for the period under review compared with the same period of the previous year are shown below.
Half Year closed at 30 June | ||
(in thousands of Euro) | At 30 June 2020 | At 30 June 2019 |
Research and development costs | 9,053 | 8,811 |
Research and development costs/revenues from contracts with customers | 6.2% | 7.5% |
Additional information
The Company does not own, and never has owned, stocks or shares in its parent company, even through an intermediary, and therefore did not buy or sell any such stocks or shares in 2020.
As of 30 June 2020, the Company did not hold treasury shares in its portfolio.
The Group did not conduct any atypical or unusual transactions during the period.
Principal risks and uncertainties
In conducting its business, the Company is exposed to financial risk, as described in the Explanatory Notes, representing:
- market risk, deriving from oscillating exchange rates between the Euro and the other currencies in which the Group operates, and of interest rates;
- credit risk, deriving from the possibility of a counterpart defaulting;
- liquidity risk, deriving from insufficiency of financial resources to fulfil financial commitments.
The Group's goal is to maintain balanced management of its financial exposure over the years in order to guarantee a debt structure that is balanced with the composition of the company's assets and capable of guaranteeing the necessary flexibility in operations through use of liquidity generated by current operations and resort to bank loans.
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The capacity of characteristic management to generate liquidity and the capacity for indebtedness allow the Group to adequately satisfy the requirements of its operations and financing of operative working capital and investment capital, and to fulfil its financial obligations.
The Group's financial policy and management of financial risk are guided and monitored at the central level. In particular, the central finance function assesses and approves provisional financial requirements, monitors trends and applies appropriate corrective actions where necessary.
For more details, refer to the "Management of financial risk" section of the Explanatory Notes.
Inter-group and related party transactions
With regard to relations with subsidiary, associated, parent and affiliated companies, please see the analytical indications given in the explanatory notes to these interim consolidated financial statements. The following is a summary of the types of transactions that have taken place:
Company | Type of transaction |
Parent Company - GVS Group SpA | Financial, consolidated fiscal |
Subsidiaries | Commercial, performance of services and financial |
Associated companies - Companies in the GVS Group | Services |
GVS SpA and its Italian subsidiary GVS Sud S.r.l. participate in the optional national tax consolidation system under GVS Group SpA. Transactions with subsidiaries are primarily commercial (sale of raw materials and finished goods, and providing of services for production) and financial (providing infragroup loans) in nature and are conducted under the conditions normally in effect on the market. The Company and a number of its subsidiaries have stipulated contracts for the leasing of real estate properties with companies directly or indirectly controlled by GVS Group SpA, under the conditions normally in effect on the market.
With regard to transactions with related parties, including inter-group transactions, it should be noted that these were neither atypical nor unusual and are part of the normal course of business of Group companies. They were carried out in compliance with internal procedure that contains rules aimed at ensuring their transparency and correctness, pursuant to the CONSOB Regulation no. 17221/2010.
In the notes to the consolidated financial statements, the Company provides the disclosures required pursuant to Art. 154-ter of the TUF as indicated by the CONSOB Rule no. 17221 of 12 March 2010 and subsequent CONSOB Resolution no. 17389 of 23 June 2010. The disclosure on transactions with related parties required by the CONSOB Communication of 28 July 2006 is presented in the attached tables.
For more details, refer to the section entitled "Transactions with related parties" in the Explanatory Notes.
Significant events occurring in the first half of 2020.
On 19 June 2020, the Company completed the listing process on the MTA market of the Italian Stock Exchange. Goldman Sachs International and Mediobanca - Banca di Credito Finanziario S.p.A. acted as joint global coordinators and joint bookrunners, Mediobanca - Banca di Credito Finanziario acted as Sponsor. For the effects on consolidated shareholders' equity and the consolidated net financial position of this transaction, please see the Explanatory Notes.
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The first half of 2020 was a period highly influenced by the COVID-19 pandemic (commonly known as Coronavirus). During this period, the Group implemented organisational measures and procedures to ensure the continuation of production and management activities, so as to guarantee respect for commitments made to customers, while fully respecting the health of its employees and collaborators. In fact, if on the one hand the pandemic has led to a contraction in demand for products in the Energy
- Mobility division, on the other it has brought a significant increase in sales volumes of products in the Healthcare & Life Sciences division and the Health & Safety division. The Group has been strongly committed to guaranteeing the production levels of products in demand as a result of the pandemic, also through investments made from March 2020.
In the previous year, the subsidiary GVS Technology (Suzhou) Co. Ltd., had stipulated an investment memorandum with the Chinese government under which the Chinese subsidiary is required to move its production facility in Suzhou. Following the relocation process, GVS Technology (Suzhou) Co. Ltd. will benefit not only from payment for the sale of the production facility but from: (i) refund of a portion of the taxes paid in each of the years in the 2020-2022three-year period; (ii) a contribution proportionate to investment in plant and machinery; (iii) an additional contribution for development of the new production site, and (iv) a payment as reimbursement for machinery which cannot be removed from the production site relocated. Also note that following the stipulation of the investment memorandum, GVS Technology (Suzhou) Co. Ltd. has agreed to: (i) increase its share capital up to the amount of USD 12 million, possibly through use of reserves, and (ii) to increase investment in ordinary operations. During the first half of 2020 in accordance with the above GVS Technology (Suzhou) Co. Ltd. increased its share capital through the use of reserves by approximately RMB 10 million and at the same time the Chinese government paid an advance for the future sale of the property for an amount of approximately RMB 9.8 million. Note that the methods and timing of the investment and move of the production site will be agreed on by the parties at a subsequent time with the goal of preventing interruptions in the production and sale of products.
During the first half of 2020, the GVS Group, through its subsidiary GVS Filter Technology de Mexico S. de. R.L. de C.V., completed the acquisition of a business unit related to products of the Life Sciences business, previously controlled by Graphic Controls Acquisition Corp. In addition, at the end of the first half of the year, it signed a contract for purchase of a stake in Haemonetics Puerto Rico LLC, a company operating in the Healthcare business. For further information on the assets acquired, the composition of the consideration and the economic and financial effects of these transactions, please see the notes to the financial statements.
Events subsequent to the close of the period
The partial spin-off through the assignment of part of the share capital of GVS Microfiltrazione S.r.l. to the newly incorporated company GVS Patrimonio Immobiliare S.r.l. (see note "Events of significance following the close of the financial period" in the Consolidated Financial Statements for the year ended 31 December 2019), the draft of which was approved on 20 January 2020, due to administrative slowdowns, is not yet legally effective.
In July 2020, GVS paid off loans to Unicredit, Banco Popolare di Milano and Banca Nazionale del Lavoro early for a total amount of Euro 12,525 thousand against available liquidity. This amount has been classified in the current portion of financial liabilities in these condensed interim consolidated financial statements.
In August 2020, following the sales made by the Group in the first six months after the acquisition, relating to the products of the business unit acquired from Graphic Controls Acquisition Corp, GVS released and made the amount of USD 1,000 thousand available from the escrow account in favour of the seller. The remainder, equal to USD 1,000 thousand will be issued, whether or not in favour of the seller, on the basis of the revenues that will be realised in the second half of the year following the date of acquisition.
15
Business outlook
The GVS Group will continue to respond quickly to the demands of the market and its customers in the second half of the year. Depending on the amount of revenues from customer contracts for the six months ended 30 June 2020 and the order backlog acquired to date, GVS expects to achieve, net of the acquisition of Haemonetics Puerto Rico LLC and any further new acquisitions or cancellations of orders acquired, revenues for the year ending 31 December 2020 in the range of Euro 280 to 320 million, up by 23%-41% compared to revenues recorded in the year ended 31 December 2019. Growth rates for 2020 should be higher than the Group's historical business performance averages, due to the remarkable performance related to sales of respiratory filters and personal protective equipment to respond to the emergency generated by the COVID-19. The above forecasts are related to orders already in the portfolio and contracts of the Healthcare & Life Sciences and Health & Safety divisions being negotiated, while the forecasts of orders for customers in the Energy & Mobility sector are estimated to stay down until the end of 2020. As a result, the expected revenue growth is fully driven by the Healthcare & Life Sciences and Health & Safety divisions.
Due to the randomness connected to the occurrence of any future event, it cannot be excluded that there may be deviations, even significant ones, from final values and the values mentioned above.
The evolution of the business in the coming months will depend on (i) the evolution of the pandemic and possible lock-downs in various countries, (ii) the resumption of operations, at full capacity, of customers in the various countries and sectors in which the Group operates and (iii) the development support measures that the various governments will make operational to support the economy and its recovery.
Zola Predosa, 09 September 2020
For the Board of Directors
Massimo Scagliarini
Chief Executive Officer
16
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2020
Consolidated statement of assets and liabilities*
(in thousands of Euro) | Notes | At 30 June 2020 | At 31 December 2019 |
ASSETS | |||
Non-current assets | |||
Intangible assets | 8.1 | 98,847 | 99,846 |
Assets represented by usage rights | 8.2 | 9,427 | 10,320 |
Tangible assets | 8.3 | 62,529 | 46,614 |
Advance tax assets | 8.4 | 2,261 | 1,451 |
Non-current financial assets | 8.5 | 460 | 542 |
Total non-current assets | 173,524 | 158,773 | |
Current assets | |||
Inventories | 8.6 | 44,047 | 31,491 |
Trade receivables | 8.7 | 47,786 | 35,158 |
Assets from contracts with customers | 8.8 | 1,134 | 591 |
Current tax receivables | 8.9 | 249 | 193 |
Other receivables and current assets | 8.10 | 8,943 | 6,430 |
Current financial assets | 8.5 | 3,691 | 3,576 |
Cash on hand | 8.11 | 137,546 | 58,542 |
Total current assets | 243,396 | 135,981 | |
TOTAL ASSETS | 416,921 | 294,754 | |
SHAREHOLDERS' EQUITY AND LIABILITIES | |||
Share capital | 1,750 | 1,650 | |
Reserves | 168,390 | 59,489 | |
Net income | 27,002 | 33,083 | |
Group net shareholders' equity | 197,142 | 94,222 | |
Minority interests | 19 | 18 | |
Total shareholders' equity | 8.12 | 197,161 | 94,240 |
Non-current liabilities | |||
Non-current financial liabilities | 8.13 | 96,751 | 117,638 |
Non-current leasing liabilities | 8.2 | 6,652 | 7,850 |
Deferred tax liabilities | 8.4 | 1,928 | 819 |
Provisions for employee benefits | 4,236 | 4,193 | |
Total non-current liabilities | 109,567 | 130,500 | |
Current liabilities | |||
Current financial liabilities | 8.13 | 43,454 | 36,669 |
Current leasing liabilities | 8.2 | 3,588 | 3,094 |
Trade payables | 8.15 | 33,443 | 13,188 |
Liabilities from contracts with customers | 8.8 | 6,100 | 1,702 |
Current tax payables | 8.9 | 8,102 | 2,060 |
Other current payables and liabilities | 8.16 | 15,506 | 13,301 |
Total current liabilities | 110,193 | 70,014 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 416,921 | 294,754 |
- Pursuant to the CONSOB Resolution no. 15519 of 27 July 2016, the effects of transactions with related parties on the consolidated statement of assets and liabilities are highlighted in the attached tables and are further described in Note 12.
17
Consolidated income statement*
(in thousands of Euro) | Notes | Half Year closed at 30 June | |
2020 | 2019 | ||
Revenue from customer contracts | 9.1 | 146,333 | 116,743 |
Other revenues and proceeds | 9.2 | 698 | 1,159 |
Total revenues | 147,031 | 117,902 | |
Purchases and consumption of raw materials, semi-products and finished products | 9.3 | (35,273) | (34,412) |
Personnel costs | 9.4 | (44,045) | (37,992) |
Service costs | 9.5 | (16,775) | (11,696) |
Other operating costs | 9.6 | (1,280) | (1,982) |
EBITDA | 49,658 | 31,820 | |
Net writedowns of financial assets | 9.7 | (122) | (127) |
Amortisation, depreciation and writedowns | 9.8 | (9,040) | (7,966) |
EBIT | 40,495 | 23,726 | |
Financial proceeds | 9.9 | 75 | 614 |
Financial charges | 9.9 | (4,654) | (2,366) |
Pre-tax result | 35,916 | 21,974 | |
Income tax | 9.10 | (8,909) | (5,555) |
Net income | 27,008 | 16,420 | |
Group's share | 27,002 | 16,416 | |
Minority share | 5 | 3 | |
Basic net profit per share | 9.11 | 0.27 | 0.16 |
Diluted net profit per share | 9.11 | 0.27 | 0.16 |
- Pursuant to the CONSOB Resolution no. 15519 of 27 July 2016, the effects of transactions with related parties on the consolidated income statement are highlighted in the attached tables and are further described in Note 12.
18
Comprehensive consolidated income statement
(in thousands of Euro) | Notes | Half Year closed at 30 June | |
2020 | 2019 | ||
Net income | 27,008 | 16,420 | |
Other components of the comprehensive income statement which | |||
will be reclassified in the income statement in subsequent years | |||
Difference due to conversion of financial statements in foreign currency | 8.12 | (3,645) | 144 |
(3,645) | 144 | ||
Other components of the comprehensive income statement which | |||
will not be reclassified in the income statement in subsequent years | |||
Actuarial profit (loss) due to employee defined benefit plans | - | - | |
Effect of taxation | - | - | |
Total other components in the comprehensive income statement | (3,645) | 144 | |
Comprehensive net profit | 23,363 | 16,564 | |
Group's share | 23,362 | 16,564 | |
Minority share | 1 | - |
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Prospectus of changes in consolidated shareholders' equity
Reserves | |||||||||||||||||||||||
Group net | Total | ||||||||||||||||||||||
Share | Minority | ||||||||||||||||||||||
(in thousands of Euro) | Share | Negative reserve | Actuarial | Profit (loss) | Net income | shareholders' | shareholders' | ||||||||||||||||
capital | Extraordinary | Translation | interests | ||||||||||||||||||||
premium | Legal reserve | for treasury | profits and | carried over and | equity | equity | |||||||||||||||||
reserve | reserve | ||||||||||||||||||||||
reserve | shares | losses reserve | other reserves | ||||||||||||||||||||
At 31 December 2018 | 1,650 | 13,247 | 329 | 25,831 | (3,267) | (10,981) | 52 | 21,092 | 23,072 | 71,025 | 16 | 71,041 | |||||||||||
Net income | - | - | - | - | - | - | - | - | 16,416 | 16,416 | 3 | 16,419 | |||||||||||
Total other components in the comprehensive income | |||||||||||||||||||||||
statement | - | - | - | - | 147 | - | - | - | - | 147 | (3) | 144 | |||||||||||
Comprehensive net profit | - | - | - | - | 147 | - | - | - | 16,416 | 16,563 | - | 16,563 | |||||||||||
Allocation of net profit from previous year | - | - | - | 9,924 | - | - | - | 13,148 | (23,072) | - | - | - | |||||||||||
Dividends distributed | - | - | - | (5,005) | - | - | - | - | - | (5,005) | - | (5,005) | |||||||||||
At 30 June 2019 | 1,650 | 13,247 | 329 | 30,750 | (3,120) | (10,981) | 52 | 34,240 | 16,416 | 82,583 | 16 | 82,599 | |||||||||||
Reserves | |||||||||||||||||||||||
Group net | Total | ||||||||||||||||||||||
Share | Profit (loss) | Minority | |||||||||||||||||||||
(in thousands of Euro) | Share | Negative | Actuarial | Net income | shareholders' | shareholders' | |||||||||||||||||
capital | Extraordinary | Translation | carried over | interests | |||||||||||||||||||
premium | Legal reserve | reserve for | profits and | equity | equity | ||||||||||||||||||
reserve | reserve | and other | |||||||||||||||||||||
reserve | treasury shares | losses reserve | |||||||||||||||||||||
reserves | |||||||||||||||||||||||
At 31 December 2019 | 1,650 | 13,247 | 329 | 25,745 | (3,040) | (10,981) | (51) | 34,240 | 33,083 | 94,222 | 18 | 94,240 | |||||||||||
Net income | - | - | - | - | - | - | - | 27,002 | 27,002 | 5 | 27,008 | ||||||||||||
Total other components in the comprehensive income statement | - | - | - | - | (3,641) | - | - | - | - | (3,641) | (4) | (3,645) | |||||||||||
Comprehensive net profit | - | - | - | - | (3,641) | - | - | - | 27,002 | 23,361 | 1 | 23,363 | |||||||||||
Allocation of net profit from previous year Cancellation of treasury shares
Capital increase
Accessory costs to the capital increase Taxes relating to capital increase costs
- | - | 15,114 | - | - | - | 17,969 | (33,083) | - | - | - | |
- | - | - | (10,981) | - | 10,981 | - | - | - | - | - | - |
100 | 81,400 | - | - | - | - | - | - | - | 81,500 | - | 81,500 |
- | (2,694) | - | - | - | - | - | - | - | (2,694) | - | (2,694) |
- | 753 | - | - | - | - | - | - | - | 753 | - | 753 |
At 30 June 2020 | 1,750 | 92,706 | 329 | 29,878 | (6,681) | - | (51) | 52,209 | 27,002 | 197,142 | 19 | 197,162 |
20
Consolidated statement of cash flows*
(in thousands of Euro) | Notes | Half Year closed at 30 June | |
2020 | 2019 | ||
Pre-tax result | 35,916 | 21,974 | |
- Adjustment for: | |||
Amortisation, depreciation and writedowns | 9.8 | 9,040 | 7,966 |
Capital losses / (capital gains) from sale of assets | 9.2 - 9.6 | (28) | 40 |
Financial charges / (proceeds) | 9.9 | 4,579 | 1,752 |
Other non-monetary variations | 606 | 594 | |
Cash flow generated / (absorbed) by operations before variations in net working | 50,113 | 32,326 | |
capital | |||
Variation in inventories | 8.6 | (10,878) | (3,010) |
Variation in trade receivables | 8.7 | (13,892) | (4,427) |
Variation in trade payables | 8.15 | 21,366 | (1,156) |
Variation in other assets and liabilities | 8.10 - 8.16 | 3,059 | (4,284) |
Use of provisions for risks and charges and for employee benefits | (440) | (485) | |
Taxes paid | 9.10 | (3,618) | (4,072) |
Net cash flow generated / (absorbed) by operations | 45,709 | 14,892 | |
Investments in tangible assets | 8.3 | (13,459) | (3,325) |
Investments in intangible assets | 8.1 | (1,336) | (3,074) |
Disposal of tangible assets | 8.3 | 108 | 117 |
Investment in financial assets | 8.5 | (1,219) | (929) |
Disinvestment in financial assets | 8.5 | - | 1,700 |
Payment for purchase of business unit net of cash on hand acquired | 7 | (10,532) | - |
Net cash flow generated / (absorbed) by investment | (26,438) | (5,511) | |
Opening of long-term financial payables | 8.13 | 503 | 6,500 |
Repayment of long-term financial payables | 8.13 | (14,366) | (15,023) |
Variation in short term financial payables | 733 | ||
Repayment of leasing liabilities | 8.2 | (2,027) | (1,265) |
Financial charges paid | 9.9 | (1,775) | (1,937) |
Financial proceeds collected | 9.9 | 75 | 41 |
Net fee for IPO | 8.12 | 79,794 | |
Dividends paid | 8.16 | (1,681) | (3,082) |
Net cash flow generated/(absorbed) by financial assets | 60,523 | (14,033) | |
Total variation in cash on hand | 79,795 | (4,652) | |
- | |||
Cash on hand at the start of the year | 58,542 | 45,551 | |
Total variation in cash on hand | 79,795 | (4,652) | |
Conversion differences on cash on hand | (791) | 119 | |
Cash on hand at the end of the year | 137,546 | 41,018 |
- Pursuant to the CONSOB Resolution no. 15519 of 27 July 2016, the effects of transactions with related parties on consolidated cash flows are highlighted in the attached tables.
21
EXPLANATORY NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT 30 JUNE 2020
1. General information
1.1 Foreword
GVS S.p.A. (hereinafter referred to as "GVS", the "Company" or the "Parent Company" and, with its subsidiaries, as the "GVS Group" or simply the "Group") is a company established and domiciled in Italy, with registered offices in Zola Predosa (BO), Via Roma 50, organised according to the law of the Republic of Italy.
GVS is owned by the company GVS Group S.p.A. (hereinafter the "GVS Group"), which directly holds 60% of the share capital. There is no other entity exercising direction and coordination of the Company.
The GVS Group is a leading supplier of advanced filtering solutions for highly critical applications and offers advanced filtering solutions for a multitude of applications in a number of highly regulated sectors, organised into the following business divisions: Healthcare & Life Sciences, Energy & Mobility and Health & Safety.
Operations performed during the periods under examination
Purchase of business unit by GVS Filter Technology de Mexico
On 30 October 2019, the GVS Group, through its subsidiary GVS Filter Technology de Mexico S. de. R.L. de C.V., signed a contract with Graphic Controls Acquisition Corp. for the purchase of a business unit consisting of a complex of assets, including stock inventories representing filters and tangible assets representing plants and machinery, intangible assets and other assets as defined in the contract (hereinafter the "Acquisition of the GCA Business Unit"). As part of the above contract, GVS Filter Technology de Mexico S. de. R.L. de C.V. has also taken over certain previously existing sales and supply contracts. The purchase was completed on 20 January 2020 (hereinafter the "Closing Date"). The contract provides for a provisional cost of USD 3,970 thousand, of which a fixed portion, subject to price adjustment, and a variable portion. For further information regarding the assets acquired and a breakdown of the consideration see note 7.
The transaction described is a business combination within the meaning of IFRS 3.
Purchase of Haemonetics Puerto Rico LLC (now GVS Puerto Rico LLC) by GVS S.p.A.
On 2 June 2020, GVS entered into an agreement with Haemonetics S.A. and Haemonetics Corporation, incorporated under Swiss and US law, respectively, operating in the haematological products sector, for the purchase of a stake held by Haemonetics S.A. in Haemonetics Puerto Rico LLC (hereinafter "Haemonetics"), equal to all the shares of Haemonetics (hereinafter the "Haemonetics Purchase Agreement").
The acquisition was completed on 29 June 2020 (hereinafter the "Closing Date"), following the payment of $15.5 million by GVS. After the closing, the company changed its name from Haemonetics Puerto Rico LLC to GVS Puerto Rico LLC (hereinafter "GVS Puerto Rico").
The price paid may be subject to certain adjustments (upwards or downwards) should the final value of the working capital deviate from the value previously indicated by the seller on the Closing Date.
22
Under the terms of the Haemonetics Purchase Agreement, GVS and Haemonetics Corporation have entered into an additional agreement under which GVS undertakes to supply Haemonetics Corporation, through GVS Puerto Rico LLC, with certain components and finished products related to the haematology business, in order to ensure Haemonetics Corporation's supply of the products necessary for continued production (hereinafter the "Supply Agreement").
The Supply Agreement is governed by the laws of the State of Delaware, USA, and has a term of ten years.
For further information regarding the assets acquired and a breakdown of the consideration see note 7.
The transaction described is a business combination within the meaning of IFRS 3.
2. Summary of the accounting standards adopted
2.1 Basic method of preparation
The Half-Yearly Financial Report at 30 June 2020 has been prepared in accordance with IAS 34, concerning interim reporting. IAS 34 allows for the preparation of financial statements in "condensed" form, i.e. on the basis of a level of disclosure significantly lower than that required for annual financial statements under IFRS, where a complete set of financial statements prepared under IFRS has previously been made available to the public. These half-yearly condensed financial statements therefore do not include all the information required for the annual financial statements and must be read together with the annual financial statements prepared for the year ended 31 December 2019.
The principal criteria and accounting standards applied in preparation of the condensed interim consolidated financial statements are listed below.
2.2 Declaration of conformity with international accounting standards
The condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards, issued by the International Accounting Standards Board. Adopted by the European Union and endorsed by the European Commission (the "International Accounting Standards") they were in force at 30 June 2020. The term EU-IFRS refers to all "International Financial Reporting Standards", all "International Accounting Standards" (IAS) and all interpretations of the "International Financial Reporting Interpretations Committee" (IFRIC), previously known as the "Standing Interpretations Committee" (SIC).
These Interim Consolidated Financial Statements were approved by the Company's Board of Directors on 9 September 2020 and subjected to limited auditing by independent auditor PricewaterhouseCoopers S.p.A.
2.3 General principles of preparation
The condensed interim consolidated financial statements consist of the financial statements obligatorily required under standard IAS 1, and that is, the consolidated statement of financial position, consolidated statement of profit and loss, consolidated comprehensive statement of profit and loss, consolidated statement of changes in equity and statement of cash flows, as well as explanatory notes.
The Group chose to represent its statement of profit and loss according to the nature of the expense, while the assets and liabilities in the statement of financial position are divided into current and non- current. The statement of cash flows is prepared by the indirect method. The schemes employed are those that best represent the Group's economic and financial standing.
23
An asset is classified as current when:
- it may be supposed that the asset will be sold, or is owned for sale or consumption, during the course of the company's regular operating cycle;
- it is owned primarily for the purpose of sale;
- it is supposed that it will be sold within twelve months of the end of the year;
- it consists of liquid assets or cash equivalents (unless it is forbidden to trade it or use it to pay a liability for at least twelve months from the end of the year).
All other assets are classified as non-current. Standard IAS 1 includes tangible assets, intangible assets and long-term financial assets among non-current assets.
A liability is classified as current when:
- it is expected to be extinguished in the course of the company's regular operating cycle;
- it is owned primarily for the purpose of sale;
- it will be extinguished within twelve months of the end of the year;
- there is no unconditional right to defer payment of the liability for at least twelve months after the end of the year. Clauses of a liability that could, if the counterpart so wishes, give rise to its extinction through issuing of instruments representing capital do not affect its classification.
The company has classified all other liabilities as non-current.
The operating cycle is the amount of time that passes between acquisition of goods for the production process and cashing them in as liquid assets or cash equivalents. When the regular operating cycle is not clearly identifiable, its duration is assumed to be twelve months.
The consolidated interim financial statements are prepared in Euro, the currency in which the Company operates. The statement of financial position, statement of profit and loss, the explanatory notes and the tables illustrating them are expressed in thousands of Euro, unless otherwise specified.
The condensed consolidated financial statements have been prepared as follows:
- on the basis of optimal knowledge of EU-IFRS, taking into account best practice in the field; any future orientations and updated interpretations will be reflected in subsequent years, on the basis of the methods specified in the applicable accounting standards;
- with a view to business continuity, on an accrual accounting basis, in compliance with the principle of the relevance and significance of the information and the prevalence of substance over form, and with a view to promoting consistency with future presentations. Assets and liabilities, costs and revenues are not compensated against one another unless this is permitted or required under International Accounting Standards;
- on the basis of the conventional criterion of historical cost, with the exception of assessment of financial assets and liabilities in cases in which it is obligatory to apply the fair value criterion, and for the financial statements of companies operating in economies subject to hyperinflation, which are prepared on the basis of the current cost criterion.
24
With reference to the prospect of business continuity, it should be noted that, in view of the spread of COVID-19 globally during 2020, the Group's economic and financial performance in the six months ended 30 June 2020 was higher than expected. In particular, the trends recorded in the six months ended 30 June 2020 lead us to believe that the Group's performance will be in line with the forecasts made in the business plan, if not better, although with a different distribution of revenues and investments among the divisions in which the Group operates. It should also be noted that cash and cash equivalents at 30 June 2020, amounting to Euro 137.5 million, the credit lines currently available and the cash flows that will be generated by operations, are considered more than sufficient to meet the Group's obligations and finance its operations.
With regard to the performance in the first half of 2020, please read the Directors' Report on Operations.
2.4 Consolidation criteria and methods
The condensed interim consolidated financial statements include the statement of financial position and the statement of profit and loss of the Company and its subsidiaries, approved by their respective administrative bodies, prepared on the basis of their accounting situations and, where applicable, opportunely corrected to ensure that they conform to EU-IFRS.
The table below lists information on the company name, registered offices, currency of operation, share capital and portion thereof owned directly by the Group for all GVS's subsidiaries.
Percentage of control | ||||||
Share | ||||||
Name | Registered offices | Currenc | capital at | Direct owner | At 31 | |
y | 30 June | At 30 June | ||||
December | ||||||
2020 | 2020 | |||||
2019 | ||||||
GVS Sud Srl | Italy - Zola Predosa (BO) | EUR | 10,000 | GVS SpA | 100.00% | 100.00% |
YUYao Yibo Medical Device Co. Ltd | China - Yuyao | CNY | 5,420,000 | GVS Technology (Suzhou) Co. Ltd. | 100.00% | 100.00% |
GVS Technology (Suzhou) Co. Ltd. | China - Suzhou (RPC) | CNY | 25,297,047 | GVS SpA | 100.00% | 100.00% |
Suzhou GVS Trading Co. Ltd. | China - Ningbo | CNY | 250,000 | GVS Technology (Suzhou) Co. Ltd. | 100.00% | 100.00% |
GVS Fortune Holding Ltd | Hong Kong (RPC) | HKD | 1 | GVS SpA | 100.00% | 100.00% |
GVS North America Inc | USA - Sanford (MA) | USD | n.a. | GVS North America Holdings Inc | 100.00% | 100.00% |
GVS Filtration Inc | USA - Findlay (OH) | USD | 10 | GVS North America Holdings Inc | 100.00% | 100.00% |
GVS North America Holdings Inc | USA - Sanford (MA) | USD | 0.10 | GVS SpA | 100.00% | 100.00% |
Fenchurch Environmental Group Ltd | United Kingdom - Morecambe | GBP | 1,469 | GVS SpA | 100.00% | 100.00% |
GVS Filter Technology UK Ltd | United Kingdom - Morecambe | GBP | 27,000 | Fenchurch Environmental Group Ltd | 100.00% | 100.00% |
GVS do Brasil Ltda | Brazil - Municipio de Monte Mor, Campinas | BRL | 20,755,226 | GVS SpA | 99.95% | 99.95% |
GVS Argentina Sa | Argentina - Buenos Aires | ARS | 1,510,212 | GVS SpA | 94.12% | 94.12% |
GVS Filter Technology de Mexico | Mexico - Nuevo Leon | MXN | 50,000 | GVS SpA | 99.90% | 99.90% |
GVS Korea Ltd | Korea - Seul | KRW | 100,000,000 | GVS SpA | 100.00% | 100.00% |
GVS Microfiltrazione Srl | Romania - Ciorani | RON | 1,600 | GVS SpA | 100.00% | 100.00% |
GVS Japan KK | Japan - Tokyo | JPY | 1,000,000 | GVS SpA | 100.00% | 100.00% |
GVS Russia LLC | Russia - Moscow | RUB | 10,000 | GVS SpA | 100.00% | 100.00% |
GVS Filtre Teknolojileri | Turkey - Istanbul | TRY | 100,000 | GVS SpA | 100.00% | 100.00% |
GVS Puerto Rico LLC | Puerto Rico - Fajardo | USD | n.a. | GVS SpA | 100.00% | 0.00% |
Note that as of the date of the condensed interim consolidated financial statements, all companies included in the consolidation area are consolidated using the full consolidation method.
In the half year ended 30 June 2020, the scope of consolidation changed from the previous year, following the purchase of Haemonetics (now GVS Puerto Rico LLC). The purchase took place on 29 June 2020 for which only balance sheet figures have been recorded in the condensed interim consolidated financial statements, without any effect on the consolidated economic result or consolidated shareholders' equity for the period. For further information regarding the assets acquired and a breakdown of the consideration see note 7.
25
The table below lists the exchange rates used for conversion of the financial statements of companies operating in a currency other than the Euro for the periods indicated:
Currency | At 30 June 2020 | At 31 December 2019 | Half Year closed at 30 June | |
2020 | 2019 | |||
Brazilian Real | 6.1118 | 4.5157 | 5.4269 | 4.3417 |
Argentine Peso | 78.7859 | 67.2749 | 71.0544 | 46.8002 |
Swiss Franc | 1.0651 | 1.0854 | 1.0642 | 1.1295 |
Chinese Renminbi | 7.9219 | 7.8205 | 7.7543 | 7.6678 |
American Dollar | 1.1198 | 1.1234 | 1.1037 | 1.1298 |
Hong Kong Dollar | 8.6788 | 8.7473 | 8.5557 | 8.8611 |
Japanese Yen | 120.6600 | 121.9400 | 119.2359 | 124.2836 |
Korean Won | 1,345.8300 | 1,296.2800 | 1,330.0166 | 1,295.1984 |
Swedish Crown | 10.4948 | 10.4468 | 10.6708 | 10.5181 |
Russian Ruble | 79.6300 | 69.9563 | 76.6692 | 73.7444 |
Turkish Lira | 7.6761 | 6.6843 | 7.1492 | 6.3562 |
Mexican Peso | 25.9470 | 21.2202 | 23.8430 | 21.6543 |
Romanian Ron | 4.8397 | 4.7830 | 4.8178 | 4.7418 |
British Pound | 0.9124 | 0.8508 | 0.8633 | 0.8736 |
For the criteria used for the definition of subsidiaries and for the conversion of items in foreign currency, as well as for the recording of transactions with minority shareholders, please read the consolidated financial statements closing at 31 December 2019.
2.5 Accounting standards and assessment criteria
The accounting standards adopted for the condensed interim consolidated financial statements are the same as those used to prepare the consolidated financial statements closing at 31 December 2019, to which reference should be made for further details, with the exception of the following:
- accounting standards, or amendments to existing accounting standards, effective from 1 January 2020 (see note 3 for more details), and
- income taxes, recognised on the basis of the best estimate of the weighted average tax rate expected for the entire year, in line with the provisions of IAS 34.
2.6 Seasonality
The market in which the Group operates is not characterised by marked seasonal phenomena that could lead to a certain lack of uniformity in sales and operating costs over the different months. Consequently, the economic results for the first half of the year could represent a proportional share of the entire financial year. Even from a financial point of view, the half-yearly figures should not be affected by seasonal factors.
3. Recently issued accounting standards
Accounting standards which are not yet applicable as they have not yet been approved by the European Union
As of the date of approval of these condensed interim consolidated financial statements, the competent European Union bodies have not yet concluded the approval process required for adoption of the following accounting standards and amendments:
26
Accounting standard/amendment | Approved by the EU | Date of efficacy |
IFRS 17 Insurance Contracts | NO | 1 January 2021 (possible extension until 1 January 2022) |
Amendments to IAS 1 Presentation of Financial | ||
Statements: Classification of Liabilities as Current | NO | 1 January 2023 |
or Non-current (issued on 23 January 2020) | ||
Future application of these accounting standards and amendments is not expected to have an impact on the Group's consolidated financial statement.
International accounting standards and/or endorsed interpretations in force since 1 January 2020
In accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", the IFRS in force from 1 January 2020 are indicated below.
Accounting standard/amendment | Description |
These changes not only clarify the concept of material but focus on a single | |
Amendments to IAS 1 and IAS 8: | consistent definition of material for all accounting standards and incorporate the |
Definition of Material | guidelines included in IAS 1 regarding intangible information. There were no |
impacts on the Group's financial statements due to the application of these changes. | |
Amendments to References to the | These changes focus on the updating of a number of definitions and references |
Conceptual Framework in IFRS | contained in various accounting standards, and their interpretation. There were no |
Standards | impacts on the Group's financial statements due to the application of these changes. |
These changes focus on accounting representation of hedges, with the aim of | |
Amendments to IFRS 9, IAS 39, | clarifying the potential effects of uncertainty caused by "Interest Rate Benchmark |
Reform". These changes also ask companies to supply additional information of | |
IFRS 7 (Interest Rate Benchmark | |
use to investors regarding hedging relationships directly affected by this | |
Reform) | |
uncertainty. There were no impacts on the Group's financial statements due to the | |
application of these changes. | |
These changes focus on the definition of business in such a way as to further clarify | |
Amendment to IFRS 3 Business | if the item purchased is a business or a group of assets. This amendment applies to |
Combinations | the accounting for the Acquisition of the GCA Business Unit and the Purchase of |
the share in Haemonetics by the Group. |
4. Estimates and assumptions
Preparation of financial statements requires directors to apply accounting standards and methods which, in certain circumstances, are based on difficult and subjective measurements and estimates which are based on historical experience and on assumptions which may or may not be considered reasonable and realistic, depending on their circumstances.
Application of these estimates and assumptions influences the amounts appearing in the accounts in the financial statements, such as the statement of financial position, the income statement, the overall income statement, the financial report and the explanatory information supplied. The final results of items in the financial statements determined on the basis of estimates and assumptions may differ, in some cases significantly, from those appearing in financial statements which report the effects of the occurrence of the event estimated, due to the uncertainty characteristic of assumptions and the conditions on which estimates are based.
For a more detailed description of the valuation processes relevant to the Group, please read the corresponding section of the Consolidated Financial Statements for the year ended 31 December 2019.
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5. Management of financial risk
In the area of business risk, the principal risks identified, monitored and, to the extent specified below, actively managed by the Group are as follows:
- market risk, deriving from oscillating exchange rates between the Euro and the other currencies in which the Group operates, and of interest rates;
- credit risk, deriving from the possibility of counterparts defaulting;
- liquidity risk, deriving from insufficiency of financial resources to fulfil financial commitments.
The Group's goal is to maintain balanced management of its financial exposure over the years in order to guarantee a debt structure that is balanced with the composition of the company's assets and capable of guaranteeing the necessary flexibility in operations through use of liquidity generated by current operations and resort to bank loans.
The capacity of characteristic management to generate liquidity and the capacity for indebtedness allow the Group to adequately satisfy the requirements of its operations and financing of operative working capital and investment capital, and to fulfil its financial obligations.
The Group's financial policy and management of financial risk are guided and monitored at the central level. In particular, the central finance function assesses and approves provisional financial requirements, monitors trends and applies appropriate corrective actions where necessary.
The following note supplies qualitative information on the impact of these risks on the Group.
5.1 Market Risk
Exchange rate risk
Exposure to exchange rate risk is a result of the Group's commercial activities conducted in currencies other than the Euro. Revenues and costs in foreign currency may be influenced by exchange rate fluctuation with an impact on sales margins (economic risk), just as trade payables and receivables in foreign currency may be affected by the exchange rate used, with an impact on economic results (transaction risk). Finally, fluctuating exchange rates also have an impact on consolidated profit or loss and on shareholders' equity, because the financial statements of a number of Group companies are prepared in currencies other than the Euro and then converted (translation risk).
Revenues from contracts with customers are normally in Euro or Dollars, or indexed to the Euro. The Group does not adopt instruments to hedge exchange rate fluctuations. For exchange rate risk management purposes, the Group monitors that, at an aggregate level, the ratio between purchases of raw materials and revenues denominated in a single currency does not exceed 30%, since exceeding this ratio, determined at an aggregate level, would indicate the Group's overexposure to the exchange rate risk associated with the individual currency.
Interest rate risk
The Group uses external financial resources in the form of debts and, where considered appropriate, invests available liquidity in money market instruments. Variations in interest rates influence the cost and yield of various forms of financing and investment, and therefore have an impact on the level of consolidated net financial charges. The Group is exposed to the risk of interest rate fluctuations, in view of the fact that some of its debts have variable interest rates. The Group's policy is to constantly monitor interest rate trends. During the periods under review, the Group did not underwrite derivative financial instruments for hedging purposes.
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5.2 Credit risk
The Group deals with exposure to the credit risk inherent in the possibility of insolvency (defaulting) and/or deterioration of the creditworthiness of its customers through instruments for assessing each individual counterpart through a dedicated organisational structure equipped with adequate tools for constant daily monitoring of customers' behaviour and creditworthiness.
The Group is currently structured to implement a process of ongoing monitoring of credits, modulated with different degrees of reminders, varying on the basis of specific knowledge of the customer and of the number of days by which payment is delayed, in order to optimise working capital and minimise this form of risk.
5.3 Liquidity risk
Liquidity risk represents the possibility of the Group becoming incapable of obtaining the financial resources necessary to guarantee current operations and fulfilment of obligations falling due, or that these resources might be available only at a high cost.
In order to mitigate this risk, the Group: (i) periodically determines forecast financial requirements on the basis of the operative needs, in order to act promptly to obtain any additional resources that may be necessary, (ii) performs all actions required to obtain such resources, (iii) ensures adequate composition in terms of due dates, instruments and degree of availability.
The Group believes the lines of credit currently available, combined with the cash flows generated by current operations, to be sufficient to meet financial requirements for and repayment of loans on their due dates.
5.4 Capital management
The Group's capital management aims to guarantee a solid credit rating and appropriate levels of capital indicators to support the Group's investment plans and fulfil contractual commitments to financial backers.
The Group has the capital necessary to finance its requirements for growth of its business lines and for its operations; sources of financing represent a balanced mix of risk capital and debt capital, in order to guarantee a balanced financial structure and minimise the total cost of capital, benefiting all stakeholders.
Remuneration of risk capital is monitored on the basis of market trends and business performance, once all other obligations, such as service of the Group's debt, have been fulfilled; in order to ensure adequate remuneration of capital, safeguarding of business continuity and growth of lines of business, the Group constantly monitors the evolution of its level of indebtedness in relation to shareholders' equity, business trends, and forecast short, medium and long-term cash flows.
5.5 Categories of financial assets and liabilities and information on fair value
Categories of financial assets and liabilities
The tables below break down financial assets and liabilities by category according to IFRS 9 at 31 December 2019 and 30 June 2020.
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Book value | ||
(in thousands of Euro) | ||
At 30 June 2020 At 31 December 2019 | ||
FINANCIAL ASSETS: | ||
Financial assets measured at amortised cost: | ||
Non-current financial assets | 456 | 538 |
Trade receivables | 47,786 | 35,158 |
Other receivables and current assets | 5,253 | 4,374 |
Current financial assets | 541 | 177 |
Cash on hand | 137,546 | 58,542 |
191,581 | 98,789 | |
Financial assets measured at fair value entered in the income statement: | ||
Non-current financial assets | 4 | 4 |
Current financial assets | 3,151 | 3,399 |
3,154 | 3,403 | |
TOTAL FINANCIAL ASSETS | 194,735 | 102,192 |
Book value | ||
(in thousands of Euro) | ||
At 30 June 2020 At 31 December 2019 | ||
FINANCIAL LIABILITIES: | ||
Financial liabilities measured at amortised cost: | ||
Non-current financial liabilities | 96,751 | 117,638 |
Non-current leasing liabilities | 6,652 | 7,850 |
Current financial liabilities | 43,454 | 36,669 |
Current leasing liabilities | 3,588 | 3,094 |
Trade payables | 33,443 | 13,188 |
Other current liabilities | 15,055 | 13,061 |
TOTAL FINANCIAL LIABILITIES | 198,943 | 191,500 |
In view of the nature of short-term financial assets and liabilities, the book value of the majority of these items is considered to represent a reasonable approximation of fair value.
Non-current financial assets and liabilities are regulated or measured at market rates, and their fair value is therefore considered to be substantially in line with their current book value.
Information on fair value
IFRS 13 requires the value of assets and liabilities measured at fair value in the company's financial position to be classified on the basis of a hierarchy of levels reflecting the significance of the input used to determine fair value. The fair value of financial instruments is classified on the basis of the following hierarchic levels:
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- Level 1: fair value determined with reference to listed prices (not adjusted) on active markets for identical financial instruments. In Level 1 the emphasis is therefore placed on determination of the following elements: (a) the principal market for the asset or liability, or, in the absence of a principal market, the most advantageous market for the asset or liability; (b) the possibility of the entity conducting a transaction in the asset or liability at the price in effect on that market as of the measurement date.
- Level 2: fair value determined with reference to assessment techniques referring to variables
that may be observed on active markets. The input for this level includes: (a) prices listed for similar assets or liabilities in active markets; (b) prices listed for identical or similar assets or liabilities in inactive markets; (c) figures other than the listed prices that may be observed for the assets or liabilities, such as interest rates or yield curves which may be observed at commonly listed intervals, implicit volatility, credit spread, or input conformed by the market. - Level 3: fair value determined on the basis of assessment techniques referring to market variables that cannot be observed.
The tables below list financial assets and liabilities measured at fair value, divided on the basis of their levels in the hierarchy at 31 December 2019 and 30 June 2020:
(in thousands of Euro) | At 30 June 2020 | |||
Level 1 | Level 2 | Level 3 | ||
Non-current financial assets | - | - | 4 | |
Current financial assets | - | 3,151 | - | |
Total assets measured at fair value | - | 3,151 | 4 | |
(in thousands of Euro) | At 31 December 2019 | |||
Level 1 | Level 2 | Level 3 | ||
Non-current financial assets | - | - | 4 | |
Current financial assets | - | 3,399 | - | |
Total assets measured at fair value | - | 3,399 | 4 |
There have been no transfers among different levels in the fair value hierarchy in the financial years under consideration here.
6. Information on operating segments
Information on operating segments has been prepared on the basis of IFRS 8 "Operating segments" (hereinafter "IFRS 8"), which requires the information to be presented consistently with the methods adopted by the directors in making operative decisions.
The Group bases its management on a matrix structure divided by product line, distribution channel and geographic area, an organisation which identifies a unified strategic vision of the business in a synthetic view. This structure is reflected in the way in which management monitors and strategically guides the Group's activities. Top management reviews the Group's economic performance as a whole, so individual operating segments may not be identified. The Group's activity has therefore been represented as a single segment for the purposes of reporting under IFRS 8.
Details of revenues from contracts with customers by product line, distribution channel and geographic area appear in note 9.1.
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7. Business combinations
Acquisition of the GCA Business Unit
On 30 October 2019, the GVS Group, through its subsidiary GVS Filter Technology de Mexico S. de. R.L. de C.V., signed a contract with Graphic Controls Acquisition Corp. concerning the Acquisition of the GCA Business Unit consisting of a complex of assets, including stock inventories representing filters and tangible assets representing plants and machinery, intangible assets and other assets as defined in the contract. As part of the above contract, GVS Filter Technology de Mexico also took over certain previously existing sales and supply contracts. The purchase was completed on 20 January 2020 (Closing Date).
The contract specified a provisional cost of USD 3,970 thousand, of which:
- USD 1,970 thousand paid by GVS Filter Technology de Mexico on the Closing Date, adjusted on the basis of any differences between the value of inventory in stock as of the Closing Date and its target value as defined in the contract (the "Price Adjustment"), which must be settled by the parties either (i) sixty days after the Closing Date, or (ii) ten days after the date on which the parties agree on the value of inventory as of the Closing Date, whichever comes later, and
- a variable component (potential consideration) based on sales to a number of customers in the twelve months subsequent to the Closing Date, for an amount between USD 200 thousand and USD 2,000 thousand, to be settled via an escrow account opened by GVS Filter Technology de Mexico on the Closing Date.
The fair value of the potential consideration, equal to Euro 2,000 thousand, was estimated on the basis of the present value of expected future cash flows. In view of the fact that this potential consideration will be determined on the basis of revenues recorded in the twelve months following the Closing Date, no adjustment has been made to the consideration for the transaction to take into account the effects of the time value of money.
It should be noted that on 20 May 2020, the parties determined the final value of the transferred inventory and consequently the Price Adjustment, against which GVS Filter Technology de Mexico collected USD 170 thousand.
Finally, it should be noted that during August 2020, following sales made by the Group in the first six months after the acquisition, GVS released the amount of USD 1,000 thousand from its escrow account in favour of the seller. The remainder equal to USD 1,000 thousand will be issued, whether or not in favour of the seller, on the basis of revenues recorded in the second half of the year following the Closing Date.
The table below reports the fair value of the assets and liabilities identifiable as of the date of the takeover.
(in thousands of Euro) | Provisional fair value as of the purchase date |
Tangible assets | 1,217 |
Inventories | 1,303 |
Total net assets acquired (A) | 2,520 |
Consideration (B) | 3,455 |
Goodwill (B) - (A) | 935 |
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Goodwill has been provisionally recognised for an amount of Euro 935 thousand, as the valuation period as defined by IFRS 3 is in progress.
The contribution of the acquired business to the Group's revenues from contracts with customers in the half year ending on 30 June 2020 was Euro 709 thousand.
Acquisition of Haemonetics Puerto Rico LLC (now GVS Puerto Rico LLC)
On 2 June 2020, GVS entered into a contract with Haemonetics S.A. and Haemonetics Corporation for the purchase of the stake held by Haemonetics S.A. in Haemonetics (equal to all the shares). The transaction was completed on 29 June 2020 (Closing Date), against payment of approximately USD 15,500 thousand.
The purchase price is provisional and may be subject to certain adjustments (upwards or downwards) should the final value of the working capital deviate from the value previously indicated by the seller on the Closing Date. In fact, GVS has 90 days from the Closing Date to communicate to the seller the final value of the working capital being sold.
At the same time as the Haemonetics Purchase Agreement, GVS and Haemonetics Corporation entered into an additional agreement under which GVS undertakes to supply Haemonetics Corporation, through GVS Puerto Rico LLC, with certain components and finished products related to the haematology business, in order to ensure Haemonetics Corporation's supply of the products necessary for continued production.
The table below reports the fair value of the assets and liabilities identifiable as of the date of the takeover.
(in thousands of Euro) | Provisional fair value as of the |
purchase date | |
ASSETS | |
Non-current assets | |
Tangible assets | 7,388 |
Total non-current assets | 7,388 |
Current assets | |
Inventories | 2,965 |
Other receivables and current assets | 248 |
Cash on hand | 6,480 |
Total current assets | 9,693 |
Total assets | 17,081 |
Non-current liabilities | |
Deferred tax liabilities | 348 |
Total non-current liabilities | 348 |
Current liabilities | |
Trade payables | 852 |
Current tax payables | 1,442 |
Other current payables and liabilities | 882 |
Total current liabilities | 3,176 |
Total liabilities | 3,524 |
Total net assets acquired (A) | 13,557 |
Consideration (B) | 13,557 |
Goodwill (B) - (A) | - |
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The fair value of the acquired assets and liabilities identifiable at the date of acquisition and goodwill (zero) have been recognised on a provisional basis, as the valuation period as defined by IFRS 3 is ongoing.
The contribution of the acquired business to the Group's revenues from contracts with customers in the half year ending on 30 June 2020 was zero.
8. Notes to the consolidated statement of assets and liabilities
8.1 Intangible assets
The table below reports the composition of, and movement in, intangible assets in the half year ending on 30 June 2020.
Industrial | Concessions, | Assets | ||||||
patent rights | licenses, | |||||||
Developme | Customer | Other fixed | under | |||||
(in thousands of Euro) | Goodwill | and rights to | trademarks, | Total | ||||
nt costs | relationship | financial assets | constructio | |||||
use intellectual | and similar | |||||||
n | ||||||||
property | rights | |||||||
Historical cost as of 31 December 2019 | 6,530 | 70,017 | 23,979 | 11,376 | 5,140 | 3,793 | 1,124 | 121,959 |
Investments | 1,121 | - | - | 50 | 43 | - | 122 | 1,336 |
Reclassification | 205 | - | - | 26 | 29 | - | (451) | (191) |
Business combinations | - | 935 | - | - | - | - | - | 935 |
Conversion reserves | 110 | (82) | 79 | 12 | 409 | - | (25) | 503 |
Historical cost as of 30 June 2020 | 7,966 | 70,870 | 24,058 | 11,464 | 5,621 | 3,793 | 770 | 124,542 |
Provision for amortisation and depreciation | (2,498) | - | (7,243) | (4,169) | (4,410) | (3,793) | - | (22,113) |
as of 31 December 2019 | ||||||||
Amortisation and depreciation | (684) | - | (1,526) | (513) | (206) | - | - | (2,929) |
Reclassification | 16 | - | - | - | - | - | - | 16 |
Conversion reserves | (167) | - | (2) | (68) | (431) | - | - | (668) |
Provision for amortisation and depreciation | (3,333) | - | (8,771) | (4,750) | (5,047) | (3,793) | - | (25,694) |
as of 30 June 2020 | ||||||||
Net book value as of 31 December 2019 | 4,032 | 70,017 | 16,736 | 7,207 | 730 | - | 1,124 | 99,846 |
Net book value as of 30 June 2020 | 4,633 | 70,870 | 15,287 | 6,714 | 574 | - | 770 | 98,847 |
Intangible assets with a defined useful lifespan
Customer relationship reflects the value of business relations measured following allocation of the consideration paid for the KUSS Takeover.
Patent rights primarily reflect the value measured at the time of allocation of the consideration paid for the KUSS Takeover, in addition to filing of new patent applications.
Concessions, licences and similar rights represent the purchase and customisation of industrial management and programming software.
Investment in intangible assets in the half year ending on 30 June 2020, amounting to Euro 1,336 thousand, was primarily attributable to the cost of development and fixed assets in progress and reflects amounts paid for development of new products and the corresponding production processes. Investment in fixed assets in progress also includes investment in software and applications supporting production processes.
At 30 June 2020, the Group had not found any indicators of impairment of intangible assets.
34
Intangible assets with an indefinite useful lifespan
Goodwill
At 30 June 2020 the value of goodwill, equal to Euro 70,870 thousand (Euro 70,017 thousand at 31 December 2019), mainly refers to the acquisition of the KUSS Group on 28 July 2017 (see the note "Business combinations" in the Consolidated Financial Statements for the year ended 31 December 2019), as well as other previous business combinations. This value increased during the period for Euro 935 thousand, due to the Acquisition of the GCA Business Unit carried out during the six months ended 30 June 2020 (see note 7).
In accordance with the requirements of IAS 36, the Group verified the absence of impairment indicators at 30 June 2020 with reference to goodwill recognised in intangible assets. In particular, the Group has not found any indicators of impairment in view of: (i) economic and financial performance in line with budget forecasts; (ii) medium/long-term growth rates in line with those determined in previous estimates; (iii) no interruptions or slowdowns in its operations that had a noteworthy impact on its economic or financial performance; (iv) investment forecasts unchanged, in terms of overall values, with respect to what was planned and (v) no changes in its business model.
In particular, also in view of the spread of COVID-19 globally during 2020, the Group's trends recorded in the six months ended 30 June 2020 lead to the belief that the performance of the first year of the plan will be in line with, if not better than the original plan, although with a different distribution of revenues and investments among the divisions in which the Group operates, considered for the purposes of defining the flows used for the goodwill impairment test at 31 December 2019.
It should also be noted that interest rates have not increased to such an extent that the discount rate used may be increased in such a way as to reduce the recoverable value of goodwill significantly.
At the reporting date of these condensed consolidated interim financial statements, based on the above, the Group's management did not find any reasons that could change the results obtained with reference to the impairment test carried out at 31 December 2019.
The main assumptions used to determine the recoverable value, as well as the outcome of the impairment test carried out at 31 December 2019, are illustrated in the Consolidated Financial Statements for the year ended 31 December 2019, to which reference should be made.
8.2 Assets represented by usage rights and current and non-current leasing liabilities
The principal items of capital information regarding the Group's leasing contracts, primarily as tenant, appear in the table below.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Net book value of assets represented by usage rights (real estate) | 8,575 | 9,542 |
Net book value of assets represented by usage rights (automobiles) | 749 | 654 |
Net book value of assets represented by usage rights (machinery) | 104 | 124 |
Total net book value of assets represented by usage rights | 9,427 | 10,320 |
Current leasing liabilities | 3,588 | 3,094 |
Non-current leasing liabilities | 6,652 | 7,850 |
Total leasing liabilities | 10,240 | 10,944 |
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The table below shows the principal economic and financial information on the Group's leasing contracts.
Half Year closed at 30 June
(in thousands of Euro) | |||
2020 | 2019 | ||
Amortisation of assets represented by usage rights (real estate) | 1,748 | 958 | |
Amortisation of assets represented by usage rights (automobiles) | 152 | 209 | |
Amortisation of assets represented by usage rights (machinery) | 31 | 89 | |
Total amortisation of assets represented by usage rights | 1,931 | 1,256 | |
Interest payable on leases | 125 | 56 | |
Total outgoing cash flows due to leasing | 2,152 | 1,321 |
Assets represented by usage rights relating to real estate, as at 30 June 2020, refer mainly to leasing: (i) of two production sites in North America; (ii) of land and buildings subject to Real Estate Reorganisation(see note 1.2 of the Consolidated Financial Statements for the year ended 31 December 2019) and(iii) of a production plant located in Mexico, as well as sales and leaseback operations, mainly relating to the production site located in Avellino and two production sites located in North America, in Ohio and Wisconsin respectively (see note 1.2 of the Consolidated Financial Statements for the year ended 31 December 2019).
As of 30 June 2020, the Group had not identified any indicators of lasting impairment of assets corresponding to usage rights.
For information on the valuations made for the purposes of determining the discount rate, please read note 8.2 of the Consolidated Financial Statements for the year ended 31 December 2019.
8.3 Tangible assets
The table below shows the breakdown and movements of tangible assets in the years ending on 30 June 2020.
Tangible | |||||||
Land and | Plants and | Industrial and | Other | Improveme | assets in | ||
(in thousands of Euro) | commercial | nts on third | progress | Total | |||
buildings | machinery | assets | |||||
equipment | party assets | and | |||||
advances | |||||||
Historical cost as of 31 December 2019 | 5,566 | 60,769 | 46,719 | 7,850 | 4,059 | 8,698 | 133,661 |
Investments | 162 | 1,631 | 842 | 327 | 7 | 10,491 | 13,459 |
Disposal | - | (37) | - | (30) | (54) | (4) | (126) |
Reclassification | (38) | 3,285 | 5,184 | 75 | 1,218 | (9,532) | 191 |
Business combinations | - | 14,775 | - | 221 | - | 3,740 | 18,736 |
Conversion reserves | (490) | (2,575) | (914) | (324) | (200) | (482) | (4,985) |
Historical cost as of 30 June 2020 | 5,200 | 77,846 | 51,831 | 8,119 | 5,030 | 12,910 | 160,936 |
Provision for amortisation and depreciation as of 31 | (1,084) | (41,805) | (35,164) | (6,105) | (2,889) | - | (87,047) |
December 2019 | |||||||
Amortisation and depreciation | (166) | (2,125) | (1,492) | (252) | (145) | - | (4,180) |
Disposal | - | 37 | - | 9 | - | - | 46 |
Reclassification | 6 | - | (16) | (6) | (0) | - | (17) |
Business combinations | - | (9,931) | - | (200) | - | (10,131) | |
Conversion reserves | 185 | 1,741 | 671 | 244 | 81 | - | 2,922 |
Provision for amortisation and depreciation as of 30 June | (1,059) | (52,084) | (36,001) | (6,310) | (2,954) | - | (98,406) |
2020 | |||||||
Net book value as of 31 December 2019 | 4,482 | 18,964 | 11,555 | 1,745 | 1,170 | 8,698 | 46,614 |
Net book value as of 30 June 2020 | 4,141 | 25,763 | 15,830 | 1,809 | 2,077 | 12,910 | 62,529 |
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Tangible assets refer primarily to real estate, such as land and buildings, and to capital goods, such as plant, machinery, moulds and equipment used in the production process.
Investments in tangible assets for the half year ended 30 June 2020, amounting to Euro 13,459 thousand, were mainly attributable to the expansion of production capacity to meet the increase in sales orders of products of the Healthcare & Life Sciences division and the Health & Safety division.
The effects relating to business combinations are attributable to the acquisition of a business unit by GVS Filter Technology de Mexico and the acquisition of Haemonetics. Refer to note 7 for more information.
The net value of tangible assets disposed of in the six months ending on 30 June 2020 is insignificant.
As of 30 June 2020, no indications of possible impairment of tangible assets arose.
As of 30 June 2020, there were no real estate assets or capital goods burdened by any kind of guarantee provided to a third party.
8.4 Advance tax assets and deferred tax liabilities
Advanced tax assets, amounting to Euro 2,261 thousand at 30 June 2020 (Euro 1,451 thousand at 31 December 2019), include the tax charge corresponding to temporary differences arising between pre- tax result and taxable profit in relation to deferred deductibility items. The allocation of advance tax assets was made by assessing the existence of the conditions for the recoverability of these assets in future on the basis of expected results.
Deferred tax liabilities at 30 June 2020 totalled Euro 1,928 thousand (Euro 819 thousand at 31 December 2019) and refer to temporary differences arising between the result for the financial year and taxable profit in relation to deferred deductibility items.
8.5 Financial assets (current and non-current)
The table below reports details of current and non-current financial assets as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Security deposits | 380 | 373 |
Non-current leasing assets | 76 | 165 |
Capital instruments | 4 | 4 |
Non-current financial assets | 460 | 542 |
Investment funds | 3,151 | 3,399 |
Term deposits | 362 | - |
Current leasing assets | 179 | 177 |
Current financial assets | 3,691 | 3,576 |
Total financial assets | 4,151 | 4,118 |
Security deposits, classified as financial assets measured at amortised cost: on the basis of IFRS 9, represent sums paid under existing leasing agreements.
Leasing assets refer to a sub-leasing contract assessed as a financial asset on the basis of the requirements of IFRS 16. The sub-lease, identified under a contract with a customer, regards a portion of a production site in North America.
37
Investment funds, classified as financial assets measured at fair value entered in the income statement on the basis of IFRS 9, represent excess liquidity invested in unlisted securities representing investment funds, primarily linked with the course of interbank interest rates on the Brazilian market.
Term deposits refer entirely to the balance of a term deposit for a period of six months.
8.6 Inventories
The table below reports details of inventories as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Finished products and goods | 19,454 | 15,482 |
Raw materials, subsidiary materials and consumables | 19,927 | 12,574 |
Products in progress and semi-products | 6,128 | 4,623 |
Gross inventories | 45,509 | 32,679 |
Provision for writedown of inventory | (1,462) | (1,188) |
Inventories | 44,047 | 31,491 |
Net allocation to the provision for writedown of inventory amounted to Euro 274 thousand for the six months ended 30 June 2020.
8.7 Trade receivables
The table below reports details of trade receivables as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Trade receivables from customers | 48,696 | 35,961 |
Trade receivables (gross) | 48,696 | 35,961 |
Provision for writedown of trade receivables | (910) | (803) |
Trade receivables | 47,786 | 35,158 |
The book value of trade receivables is considered to approximate their fair value. The increase in receivables is closely linked to the increase in sales, which occurred in the last months of the period compared to the last months of the previous year.
The table below reports movements in the provision for writedown of trade receivables in the half year ending on 30 June 2020.
(in thousands of Euro) | Provision for writedown of trade receivables |
At 31 December 2019 | 803 |
Net provisions | 122 |
Use | (4) |
Conversion reserves | (12) |
At 30 June 2020 | 910 |
Net provisions to the provision for writedown of receivables appear in the income statement under the item net writedowns of financial assets (see note 9.7).
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8.8 Assets and liabilities deriving from contracts with customers
Assets from contracts with customers, equal to Euro 1,134 thousand at 30 June 2020 (Euro 591 thousand at 31 December 2019), primarily represented the right to obtain a consideration for goods transferred to customers in relation to the production of moulds and equipment, primarily for the Energy & Mobility division.
Liabilities from contracts with customers, worth Euro 6,100 thousand at 30 June 2020 (Euro 1,702 thousand at 31 December 2019) represent advances received from customers for contractual obligations not yet met. The balance at 30 June 2020 includes the advance received from the Chinese government, for an amount of Euro 1,237 thousand, following the agreement signed for the sale of the Chinese subsidiary's facility.
Assets and liabilities from contracts with customers are shown net in the statement of assets and liabilities if they refer to the same contractual obligation to the same customer. The table below shows the gross amount of assets and liabilities from contracts with customers, and how they are compensated, as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Gross assets from contracts with customers | 2,880 | 2,220 |
Compensation with liabilities from contracts with customers | (1,746) | (1,629) |
Assets from contracts with customers | 1,134 | 591 |
Gross liabilities from contracts with customers | 7,846 | 3,331 |
Compensation with assets from contracts with customers | (1,746) | (1,629) |
Liabilities from contracts with customers | 6,100 | 1,702 |
8.9 Current tax receivables and payables
Current tax receivables at 30 June 2020 amounted to Euro 249 thousand (Euro 193 thousand at 31 December 2019).
Current tax payables at 30 June 2020 amounted to Euro 8,102 thousand (Euro 2,060 thousand at 31 December 2019).
The changes in the net balances of the assets and liabilities in question for the six months ended 30 June 2020 mainly concern the allocation of current income taxes of Euro 9,158 thousand and payments of Euro 3,618 thousand respectively.
8.10 Other receivables and current assets
The table below reports details of other receivables and current assets as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Advances and instalments | 1,638 | 937 |
Tax receivables | 4,531 | 2,839 |
Prepaid expenses | 2,052 | 1,119 |
Receivable from employees | 183 | 177 |
Other receivables | 538 | 1,358 |
Other receivables and current assets | 8,943 | 6,430 |
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The increase in other current assets at 30 June 2020 compared to 31 December 2019 is mainly due to the increase in tax receivables, mainly due to VAT receivables, and prepaid expenses, with particular reference to the prepayment of insurance costs.
8.11 Cash on hand
The table below reports details of cash on hand as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Bank and postal accounts | 137,513 | 58,510 |
Cash and cash equivalents on hand | 32 | 32 |
Cash on hand and cash equivalents | 137,546 | 58,542 |
As of 30 June 2020, cash on hand was not subject to any restrictions or limitations.
The financial report shows variations in cash on hand during the periods under examination.
8.12 Shareholders' equity
The table below reports details of shareholders' equity as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Share capital | 1,750 | 1,650 |
Share premium reserve | 92,706 | 13,247 |
Legal reserve | 329 | 329 |
Extraordinary reserve | 29,878 | 25,745 |
Translation reserve | (6,681) | (3,040) |
Negative reserve for treasury shares | - | (10,981) |
Actuarial profits and losses reserve | (51) | (51) |
Profit (loss) carried over and other reserves | 52,209 | 34,240 |
Net income | 27,002 | 33,083 |
Minority interests | 19 | 18 |
Total shareholders' equity | 197,161 | 94,240 |
The statement of variations in consolidated shareholders' equity appears in the note on this topic.
The movements affecting shareholders' equity for the six months ended 30 June 2020 relate to the recognition of the comprehensive net profit for the period for Euro 23,363 thousand, and the net increase in share capital for Euro 79,559 thousand.
Share capital
As of 30 June 2020, the Company's fully subscribed and paid-in share capital amounted to Euro 1,750 thousand, and are divided into 175,000,000 ordinary shares without any face value.
In particular, on 13 March 2020, the Extraordinary Shareholders' Meeting of GVS proceeded to cancel the 1,512,005 shares owned by the shareholder GVS Group and 137,995 treasury shares, with the simultaneous reissue of 1,650,000 shares with no face value, all of which are owned by the shareholder GVS Group. The Shareholders' Meeting also resolved to split the ordinary shares in circulation according to the following ratio: 100 new ordinary shares for every 1 ordinary share, after elimination of the face value. Lastly, the Shareholders' Meeting resolved to increase the share capital for cash by a maximum nominal value of Euro 150 thousand, through the issue of at most 15,000,000 ordinary shares reserved for qualified investors for the purpose of listing the Company's shares on the stock exchange, based on the subscriptions collected during the listing process. On completion of the listing process, the subscriptions collected involved 10,000,000 ordinary shares with a face value of Euro 100,000.
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Translation reserve
The translation reserve includes all differences resulting from translation into Euro of the financial statements of subsidiaries included in the consolidation perimeter expressed in foreign currency.
Reserve for treasury shares
The reserve for treasury shares, equal to Euro 10,981 thousand at 31 December 2019, was entirely set to zero following the cancellation of the 137,995 treasury shares held in portfolio, approved by the Extraordinary Shareholders' Meeting of 13 March 2020, without reduction of the share capital, and with reduction of extraordinary reserve at the same time.
Actuarial profits and losses reserve
The actuarial profits and losses reserve includes profits and losses deriving from changes to the actuarial hypotheses in relation to defined benefit plans.
Reserve from first adoption of EU-IFRS
The reserve for first adoption of EU-IFRS, included among other reserves, has a negative balance of Euro 1,532 thousand, and represents the effects of conversion from Italian accounting standards to EU- IFRS standards.
8.13 Financial liabilities (current and non-current)
The table below reports details of current and non-current financial liabilities as of 31 December 2019 and 30 June 2020.
At 30 June 2020 | At 31 December 2019 | |||
(in thousands of Euro) | Non- | Current | Non- | |
Current portion | current | current | ||
portion | ||||
portion | portion | |||
2014 Bond Loan | 4,431 | 13,290 | 4,411 | 17,684 |
2017 Bond Loan | 7,926 | 31,705 | 7,972 | 31,890 |
Total bonded loans | 12,357 | 44,995 | 12,383 | 49,574 |
Pool Loan Agreement | 13,436 | 51,691 | 13,351 | 58,176 |
Banco BPM loan | 5,033 | 1,756 | 4,152 | |
Unicredit mortgage (2017) | 3,313 | 1,332 | 2,663 | |
BNL loan | 2,500 | 1,000 | 2,000 | |
Banco BPM mortgage | 1,679 | 1,342 | 1,008 | |
BPER mortgage | - | - | 316 | - |
Deutsche Bank loan | - | - | 313 | - |
Commercial lines of credit | 3,000 | - | 3,000 | - |
Accrued payables | 1,470 | - | 1,713 | - |
Total financial payables to banks | 30,431 | 51,691 | 24,123 | 67,999 |
Education Ministry (MIUR) loan under special terms (GVS Sud) | 98 | - | 98 | - |
Loans under special terms Invitalia | 503 | - | - | - |
Education Ministry (MIUR) loan under special terms (GVS SpA) | 65 | 65 | 65 | 65 |
Total other financial payables | 666 | 65 | 163 | 65 |
Total financial liabilities | 43,454 | 96,751 | 36,669 | 117,638 |
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It should be noted that during the half year ended 30 June 2020, no new loans were taken out, with the exception of the loans under special terms Invitalia, for a total amount of Euro 503 thousand. During the Coronavirus emergency, Invitalia published the Special Measures to Protect Health and Support the Economy (CuraItalia) tender call, in which both GVS and its subsidiary GVS SUD S.r.l. participated, and their application was accepted. During the month of April 2020 both companies received a loan under special terms with no interest. Against the companies investing in production lines for personal protective equipment, the tender will cover 75% of the investment and gives the possibility of transforming the loan under special terms into a non-repayable grant, depending on the speed with which the production lines become operational. Both companies have provided the disbursing body with the documentation supporting the various investments and are currently waiting to receive notification of how much of the amount disbursed will be converted into a non-repayable grant and how much will remain a loan under special terms. Pending such notification, and the related repayment plan for the portion received to be allocated to a loan under special terms, the entire amount has been prudentially classified as a short-term financial liability.
It should also be noted that, against available liquidity, in July 2020, GVS paid off loans to Unicredit, Banco Popolare di Milano and Banca Nazionale del Lavoro early for a total amount of Euro 12,525 thousand. This amount has been classified in the current portion of financial liabilities in these Interim Financial Statements.
For a description of the main items making up the Group's financial liabilities as at 30 June 2020, please read the relevant notes to the consolidated financial statements as at 31 December 2019.
As at 30 June 2020, the financial parameters (Covenants) of an equity, economic and financial nature set out in the various contracts, calculated on the data resulting from these Financial Statements, were complied with.
The table below reports, for the half year under examination, variations in financial liabilities resulting from cash flows generated and/or absorbed by financing, and deriving from non-monetary elements, as required by IAS 7.
Variation in | ||||||||
(in thousands of Euro) | At 01 | Opening | Reclassificatio | Repayment | accrued | Amortised | (Profits) losses | At 30 June |
January 2020 | n | payables on | cost | on exchanges | 2020 | |||
interest | ||||||||
Non-current financial liabilities | 117,638 | - | (20,769) | - | - | - | (118) | 96,751 |
Current financial liabilities | 36,669 | 503 | 20,769 | (14,366) | (243) | 122 | - | 43,454 |
Total financial liabilities | 154,307 | 503 | - | (14,366) | (243) | 122 | (118) | 140,205 |
8.14 Net financial indebtedness and net financial position
In accordance with the requirements of the CONSOB communication of 28 July 2006 and in compliance with ESMA guidelines (ESMA/2015/1415), the net financial debt of the GVS Group at 30 June 2020 is shown below.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 | |
Cash | 32 | 32 | |
Cash on hand | 137,514 | 58,510 | |
Term deposits | 362 | - | |
Shares held for trading | 3,151 | 3,399 | |
(A) | Liquidity | 141,058 | 61,941 |
Financial receivables due to leasing | 179 | 177 | |
(B) | Current financial receivables | 179 | 177 |
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(C) | Current bank debts | (3,000) | (3,000) |
(D) | Current portion of non-current indebtedness | (39,788) | (33,506) |
Financial payables to other companies in the GVS Group due to leasing | (959) | (585) | |
Financial payables for leasing | (2,629) | (2,509) | |
Other financial payables | (666) | (163) | |
(E) | Other current financial payables | (4,254) | (3,257) |
(F) | Current financial indebtedness (C)+(D)+(E) | (47,042) | (39,763) |
(G) | Net current financial indebtedness (A)+(B)+(F) | 94,195 | 22,355 |
Non-current bank debts | (51,691) | (67,999) | |
Non-current bonded loans | (44,995) | (49,574) | |
Financial payables to other companies in the GVS Group due to leasing | (2,661) | (1,886) | |
Non-current financial payables for leasing | (3,991) | (5,965) | |
Other financial payables | (65) | (65) | |
(H) | Non-current financial indebtedness | (103,403) | (125,488) |
(I) | Net financial indebtedness (G)+(H) | (9,208) | (103,134) |
Derivatives | |||
Financial payables for leasing (net) | 10,061 | 10,767 | |
(L) | Total net financial position | 852 | (92,366) |
The Group's net financial position excluding net current and non-current leasing liabilities, measured in accordance with the provisions of IFRS 16 and equal to a total of Euro 10,061 thousand and Euro 10,767 thousand on 30 June 2020 and 31 December 2019 respectively, amounted to a positive Euro 852 thousand and a negative Euro 92,366 thousand as of these dates.
8.15 Trade payables
The table below reports details of trade payables as of 31 December 2019 and 30 June 2020.
(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Trade payables to suppliers | 32,594 | 13,157 |
Trade payables to related parties | 849 | 31 |
Trade payables | 33,443 | 13,188 |
Trade payables primarily regard transactions for the purchase of raw materials, components and services. The increase in payables is closely linked to the increase in raw material purchases and investments made in the last months of the period compared to the last months of the previous year.
The book value of trade payables is considered to approximate their fair value.
8.16 Other current payables and liabilities
The table below reports details of other payables and current liabilities as of 31 December 2019 and 30 June 2020.
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(in thousands of Euro) | At 30 June 2020 | At 31 December 2019 |
Payable to employees | 9,931 | 7,452 |
Payable to social security institutions | 2,759 | 2,347 |
Tax payables | 2,279 | 1,341 |
Payable for dividends | - | 1,681 |
Accrued payables | 42 | 217 |
Deferred income | 408 | 23 |
Payable to directors | 16 | 18 |
Other | 71 | 222 |
Other current payables and liabilities | 15,506 | 13,301 |
Payables to employees primarily reflect salaries payable and deferred charges such as holidays, leave and bonuses.
Payables to social security institutions primarily represent payment of contributions owned to pension and social security institutions.
Tax payables as of 30 June 2020 primarily include tax payables for taxes not correlated to income, consisting primarily of VAT and other indirect taxes payable and withholding tax on employees' pay.
9. Notes to the consolidated income statement
9.1 Revenue from customer contracts
The table below breaks down revenues from contracts with customers by division in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | ||
2020 | 2019 | ||
Healthcare Liquid | 34,829 | 34,090 | |
Healthcare Air & Gas | 22,805 | 13,537 | |
Laboratory | 10,351 | 10,774 | |
Healthcare & Life Sciences | 67,984 | 58,401 |
Powertrain & Drivetrain | 13,473 | 21,604 |
Safety & Electronics | 8,780 | 10,535 |
Sport & Utility | 8,649 | 13,508 |
Energy & Mobility | 30,902 | 45,646 |
Personal Safety | 44,241 | 7,652 |
Air Safety | 3,205 | 5,044 |
Health & Safety | 47,446 | 12,695 |
Revenue from customer contracts | 146,333 | 116,743 |
The increase in revenues in the six months ended 30 June 2020 compared to the six months of the previous year is mainly due to the increase in turnover achieved in the Health & Safety and Healthcare & Life Sciences divisions.
The table below breaks down revenues from contracts with customers by type of sale in the half years ending on 30 June 2019 and 2020.
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(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
Business to business (BTB) | 98,664 | 99,219 |
Business to consumer (BTC) | 47,669 | 17,524 |
Revenue from customer contracts | 146,333 | 116,743 |
The table below breaks down revenues from contracts with customers by geographic area in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
North America | 46,227 | 49,736 |
Europe | 64,984 | 34,839 |
Asia | 25,146 | 23,065 |
Other countries | 9,975 | 9,103 |
Revenue from customer contracts | 146,333 | 116,743 |
Practically all the Group's contracts with customers do not involve variable payments.
The Group does not believe any of its contracts contain a significant financial component, or involve a time lapse of more than twelve months between the agreed date for transfer of the goods to the customer and the payment date. The Group has therefore not adjusted considerations due to take into account the time value of money.
In the case of contractual obligations fulfilled over time, the Group enters revenues from contracts with customers using methods based on the input used to fulfil the contractual obligation, consisting of costs incurred. In the case of contractual obligations fulfilled at a given time, revenues from contracts with customers are entered at the time of transfer of control over the assets.
9.2 Other revenues and proceeds
The table below breaks down other revenues and proceeds for the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
Contributions for operating expenses | 14 | 339 |
Recovery and chargeback | 308 | 320 |
Insurance refunds | - | 109 |
Recovery of scrap | 114 | 92 |
Capital gains on sales | 28 | - |
Other | 234 | 299 |
Other revenues and proceeds | 698 | 1,159 |
9.3 Purchases and consumption of raw materials, semi-products and finished products
The table below breaks down purchases and consumption of raw materials, semi-products and finished products in the half years ending on 30 June 2019 and 2020.
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(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
Purchases of raw materials | 42,789 | 37,529 |
Variation in inventories of products in progress, semi-products and finished products | (4,165) | (1,001) |
Variation in inventories of raw materials, subsidiary materials and goods | (3,351) | (2,116) |
Purchases and consumption of raw materials, semi-products and finished products | 35,273 | 34,412 |
9.4 Personnel costs
The table below breaks down personnel costs in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
Salaries and wages | 34,008 | 29,317 |
Social security contributions | 9,406 | 8,095 |
Cost of termination indemnity | 456 | 439 |
Other costs | 175 | 141 |
Personnel costs | 44,045 | 37,992 |
The increase in personnel costs in the six months ended 30 June 2020 compared to the six months of the previous financial year is mainly due to the increase in turnover achieved in the Health & Safety and Healthcare & Life Sciences divisions.
9.5 | Service costs | ||
The table below breaks down service costs in the half years ending on 30 June 2019 and 2020. | |||
(in thousands of Euro) | Half Year closed at 30 June | ||
2020 | 2019 | ||
Utilities and cleaning services | 2,753 | 2,879 | |
Maintenance | 1,429 | 1,695 | |
Transportation | 1,901 | 1,366 | |
Consulting services | 5,929 | 1,222 | |
Travel and lodging | 539 | 954 | |
Subcontracting | 863 | 587 | |
Marketing and trade fairs | 430 | 518 | |
Insurance | 494 | 523 | |
Cafeteria | 531 | 484 | |
Commissions | 365 | 281 | |
Directors' fees | 200 | 177 | |
Independent auditor's fees | 186 | 160 | |
Other services | 1,155 | 850 | |
Service costs | 16,775 | 11,696 |
Consultancy services, in the six months ended 30 June 2020, include, for Euro 4,291 thousand, costs relating to the listing of GVS ordinary shares on the Mercato Telematico Azionario organised and managed by the Italian Stock Exchange.
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9.6 Other operating costs
The table below breaks down other operating costs in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | |
2020 | 2019 | |
Leasing costs | 514 | 625 |
Indirect taxation | 392 | 600 |
Membership fees and charity contributions | 79 | 67 |
Losses on sales | - | 40 |
Other minor costs | 295 | 650 |
Other operating costs | 1,280 | 1,982 |
Leasing costs include: (i) leasing fees for properties of modest value, for which the Group avails itself of the exemption permitted under IFRS 16, (ii) variable components of a number of leasing fees and
- costs connected with use of property under leasing agreements not subject to IFRS 16.
9.7 Net writedowns of financial assets
Net writedowns of financial assets, entered on the basis of the requirements of IFRS 9, totalled Euro 122 thousand and Euro 127 thousand in the half years ending on 30 June 2020 and 2019, respectively, and represent writedown of trade receivables.
A breakdown of movements in the provision for writedown of receivables for the half year ending on 30 June 2020 appears in note 8.6 - "Trade receivables".
9.8 Amortisation, depreciation and writedowns
The table below breaks down amortisation, depreciation and writedowns in the half years ending on 30 June 2019 and 2020.
Half Year closed at 30 June
(in thousands of Euro) | |||
2020 | 2019 | ||
Amortisation and writedowns of intangible assets | 2,929 | 2,676 | |
Depreciation and writedowns of tangible assets | 4,180 | 4,034 | |
Amortisation and writedowns of assets represented by usage rights | 1,931 | 1,256 | |
Amortisation, depreciation and writedowns | 9,040 | 7,966 | |
A breakdown of the composition of, and movements in, intangible assets and tangible assets for the half year ending on 30 June 2020 is provided in notes 8.1 and 8.3. Information on assets represented by usage rights appears in note 8.2.
9.9 | Financial proceeds and charges | |||
The table below breaks down financial proceeds in the years ending on 30 June 2019 and 2020. | ||||
(in thousands of Euro) | Half Year closed at 30 June | |||
2020 | 2019 | |||
Net profits on exchanges | - | 573 | ||
Other financial proceeds | 75 | 41 | ||
Financial proceeds | 75 | 614 | ||
The table below breaks down financial charges in the half years ending on 30 June 2019 and 2020.
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Half Year closed at 30 June
(in thousands of Euro) | |||
2020 | 2019 | ||
Interest on bonded loans | 1,100 | 1,169 | |
Interest on loans | 615 | 987 | |
Net losses on exchanges | 2,663 | - | |
Interest on leasing liabilities | 125 | 56 | |
Amortised cost | 122 | 120 | |
Other financial charges | 29 | 34 | |
Financial charges | 4,654 | 2,366 | |
9.10 Annual income tax
The table below breaks down annual income tax in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | ||
2020 | 2019 | ||
Current taxes | 9,158 | 5,259 | |
Deferred taxes | (154) | 296 | |
Taxes pertaining to previous financial years | (95) | - | |
Income tax | 8,909 | 5,555 | |
Income taxes, in accordance with the provisions of IAS 34, are recognised on the basis of management's estimate of the weighted average expected annual effective tax rate for the entire year, equal to 24.8% for the half year ended 30 June 2020 (25.3% for the half year ended 30 June 2019).
9.11 Net profit per share
The table below reports net profit per share, calculated as the ratio between net profit and the weighted average number of ordinary shares in circulation in the period, excluding treasury shares.
Half Year closed at 30 June | ||
2020 | 2019 | |
Group's share of net profit (in thousands of Euro) | 27,002 | 16,416 |
Weighted average number of shares in circulation | 100,029,540 | 100,029,540 |
Profit per share (in Euro) | 0.27 | 0.16 |
Diluted net profit per share is equal to net profit per share, as there are no financial instruments with potential diluting effects.
10. Non-recurring revenues and operating costs
It should also be noted that, in compliance with the provisions of the CONSOB Resolution 15519 of 27 July 2006 and CONSOB Communication No. DEM/6064293 of 28 July 2006, the consolidated income statement has been presented as an annex with separate indication of the amounts of costs and revenues deriving from non-recurring operations.
Non-recurrent proceeds and charges in the period ending on 30 June 2020 represent: (i) amortisation of intangible assets recorded following the purchase price allocation of the Kuss group (Euro 1,984 thousand), (ii) consultancy costs and one-off bonuses paid to personnel in relation to the IPO procedure concluded on 19 June 2020 (Euro 5,019 thousand), (iii) consultancy costs for purchase of the shareholding in Puerto Rico (Euro 259 thousand) and (iv) personnel reorganisation costs (Euro 176 thousand), net of the related tax effect.
48
Non-recurrent proceeds and charges in the period ending on 30 June 2019 represent: (i) amortisation of intangible assets entered following purchase price allocation of the Kuss Group (Euro 1,938 thousand),
- start-upcosts incurred for the company established in Mexico (Euro 91 thousand), (iii) tax credits on indirect taxes of the company IOP (China) Filter Co. Ltd., written down following the winding-up of the company (Euro 144 thousand), and (iv) personnel reorganisation costs (Euro 141 thousand), net of the effect of taxation.
11. Hyperinflation
On the basis of the provisions of EU-IFRS regarding the entry and exit criteria for inflation accounting, the Argentinian subsidiary GVS Argentina S.A. adopted inflation accounting beginning in the year ending on 31 December 2018; it is the only Group company to operate in a situation of high inflation. The price index used for the purpose is the national consumer price index (IPC) published by Argentina's National Statistics and Census Institute (INDEC). Also, in consideration of the immateriality of the subsidiary's contribution compared to the Group's balances, the effects on the income statement for the half year ended 30 June 2020 were not significant.
12. Transactions with related parties
Transactions with related parties identified on the basis of the criteria set forth in IAS 24 are primarily of a commercial and financial nature, and are conducted under regular market conditions.
The tables below provide details of economic and capital relations with related parties. The companies indicated have been identified as related parties because they are directly or indirectly linked to the Group's reference shareholders.
It should also be noted that, in compliance with the provisions of the CONSOB Resolution 15519 of 27 July 2006 and CONSOB Communication no. DEM/6064293 of 28 July 2006, the consolidated income statement, the consolidated balance sheet and the consolidated statement of cash flows are attached, with separate indication of transactions with related parties and an indication of their percentage weight on individual balances.
The table below sums up the Group's payables and receivables in relation to related parties at 31 December 2019 and 30 June 2020.
Parent company | Companies subject to parent | Total item in the | Impact | ||||
company's control | Top | on the | |||||
(in thousands of Euro) | Total | financial | |||||
management | financial | ||||||
statement | |||||||
GVS Group | GVS Real | GVS Real Estate | statement | ||||
Estate | US | ||||||
Assets represented by usage rights | |||||||
At 30 June 2020 | - | 2,724 | 730 | - | 3,454 | 9,427 | 36.6% |
At 31 December 2019 | - | 3,038 | 861 | - | 3,899 | 10,320 | 37.8% |
Other receivables and current assets | |||||||
At 30 June 2020 | 130 | - | - | - | 130 | 8,943 | 1.5% |
At 31 December 2019 | 515 | - | - | - | 515 | 6,430 | 8.0% |
Non-current leasing liabilities | |||||||
At 30 June 2020 | - | 2,153 | 503 | - | 2,656 | 6,652 | 39.9% |
At 31 December 2019 | - | 2,465 | 665 | - | 3,130 | 7,850 | 39.9% |
Current leasing liabilities | |||||||
At 30 June 2020 | - | 624 | 366 | - | 990 | 3,588 | 27.6% |
At 31 December 2019 | - | 622 | 360 | - | 982 | 3,094 | 31.7% |
Trade payables | |||||||
At 30 June 2020 | 849 | - | - | - | 849 | 33,443 | 2.5% |
At 31 December 2019 | 31 | - | - | - | 31 | 13,188 | 0.2% |
Current tax payables
49
At 30 | June 2020 | 1,544 | - | - | - | 1,544 | 8,102 | 19.1% |
At 31 | December 2019 | 555 | - | - | - | 555 | 2,060 | 26.9% |
Other current payables and liabilities | ||||||||
At 30 | June 2020 | - | - | - | 868 | 868 | 15,504 | 5.6% |
At 31 | December 2019 | 1,681 | - | - | 184 | 1,865 | 13,301 | 14.0% |
The table below lists the Group's economic relations with related parties for the half year ending on 30 June 2020.
Parent | Companies subject to parent | Total item in | Impact on the | ||||
company | company's control | Top | |||||
(in thousands of Euro) | Total | the financial | financial | ||||
Management | |||||||
statement | statement | ||||||
GVS Group | GVS Real | GVS Real Estate | |||||
Estate | US | ||||||
Personnel costs | |||||||
Half year ended 30 June 2020 | - | - | - | 1,468 | 1,468 | 44,045 | 3.3% |
Amortisation, depreciation and writedowns | |||||||
Half year ended 30 June 2020 | - | 312 | 167 | - | 479 | 9,040 | 5.3% |
Financial charges | |||||||
Half year ended 30 June 2020 | - | 16 | 8 | - | 24 | 4,654 | 0.5% |
Transactions with the GVS Group
The Company and its Italian subsidiary GVS Sud S.r.l. participate in the optional national tax consolidation system under GVS Group. Current tax payables at 31 December 2019 and 30 June 2020 refer exclusively to this case.
Transactions with GVS Real Estate
On 5 March 2018 GVS stipulated a leasing agreement with GVS Real Estate, expiring on 28 January 2024, for two production facilities, one of which includes the Company's registered offices in Zola Predosa (BO). On the basis of this lease contract, at 30 June 2020, the Group recorded assets represented by usage rights and relative leasing liabilities for Euro 1,414 thousand and Euro 1,437 thousand respectively (Euro 1,606 thousand and Euro 1,627 thousand at 31 December 2019), as well as depreciation and financial charges, for the half year ended 30 June 2020, for Euro 193 thousand and Euro 9 thousand respectively.
On 11 December 2019, the Group company GVS Sud S.r.l. signed an agreement with GVS Real Estate for the sale of land and buildings pertaining to a production facility in Italy (Avellino). The parties subsequently signed a lease agreement under which GVS Real Estate leased the property sold back to the Group. The leasing agreement for the land and buildings sold involved entry, as of 30 June 2020, of assets represented by usage rights and leasing liabilities of Euro 1,310 thousand and Euro 1,340 thousand respectively (Euro 1,429 thousand and Euro 1,457 thousand, respectively at 31 December 2019), and of amortisation, depreciation and writedowns and financial charges for the half year ending on 30 June 2020 of Euro 119 thousand and Euro 7 thousand respectively.
50
Transactions with GVS Real Estate US
On 3 September 2019, the Group company GVS Filtration Inc signed two sales agreements with GVS Real Estate US for sale of land and buildings pertaining to two production facilities in Ohio and Wisconsin. At the same time as the sale, the parties signed two lease agreements under which GVS Real Estate US leased the properties sold back to the Group. The leasing agreements for the real estate properties sold as described above resulted in entry as of 30 June 2020 of assets represented by usage rights amounting to Euro 693 thousand and Euro 831 thousand respectively (Euro 829 thousand and the corresponding leasing liabilities amounting to Euro 988 thousand at 31 December 2019), as well as amortisation, depreciation and writedowns and financial charges in the half year ending on 30 June 2020 amounting to Euro 140 thousand and Euro 8 thousand respectively.
Transactions with Top Management
As of the date of this Statement the following persons are considered members of the Group's Top Management:
- the chief executive officer;
- the chief financial officer;
- the chief operation officer;
- the managers of the (i) Healthcare & Life Sciences; (ii) Health & Safety; (iii) Energy & Mobility and (iv) Science & Development divisions.
The table below provides details of fees payable to members of Top Management in the half years ending on 30 June 2019 and 2020.
(in thousands of Euro) | Half Year closed at 30 June | ||
2020 | 2019 | ||
Fees for office held | 541 | 430 | |
Bonuses and other incentives | 795 | 478 | |
Other fees | 132 | 112 | |
Total | 1,468 | 1,020 | |
Other related parties
In addition to the economic and capital transactions with related parties listed in the tables above, note that:
- other current receivables at 30 June 2020 include receivables from directors for an amount of Euro 10 thousand (zero at 31 December 2019);
- other current payables and liabilities as of 30 June 2020 include payables to directors for fees not yet paid totalling Euro 16 thousand (Euro 18 thousand at 31 December 2019);
- provisions for employee benefits as of 30 June 2020 include the value of end of service indemnity for directors totalling Euro 1,501 thousand (Euro 1,474 thousand at 31 December 2019);
- costs for services for the half year ended 30 June 2020 include directors' fees and allocations to the provisions for end of service indemnity for an amount of Euro 200 thousand (Euro 177 thousand for the half year ended 30 June 2019).
51
Allocation of end of service indemnity to a number of directors was resolved by the Company's shareholders' meeting on 15 January 2015, with reference to the 2015-2017three-year period, and renewed by the shareholders' meeting on 23 May 2018 for the 2018-2020three-year period. It should be noted that with effect from the date of commencement of trading of GVS's ordinary shares on the Mercato Telematico Azionario organised and managed by the Italian Stock Exchange, on 17 April 2020, the Board of Directors of GVS ordered the termination of the provisions for termination indemnity relating to one of the directors who ceased to be an executive director from the negotiation start date.
13. Commitments and risks
Sureties and guarantees granted to third parties
At 30 June 2020, the Group had sureties and guarantees in place for a total amount of Euro 100 thousand.
Potential liabilities
In 2018 the Parent Company underwent a tax assessment by the Italian tax authorities (Agenzia delle Entrate) for the 2015 fiscal year, as a result of which a formal report on findings was issued. No notice of assessment has yet been received. As the report on findings does not constitute an executive act, the Italian tax authorities' claims cannot yet be considered final. Though the possibility of a negative outcome of the subsequent phases of the proceedings cannot be excluded entirely, the Parent Company believes it can produce technical arguments significantly reducing the tax claim contained in the formal report on findings in the event of a tax dispute or litigation reduction proceedings (i.e. an assessment procedure with adhesion and/or settlement in court). In view of this, no provisions have been allocated for this eventuality in the financial statement.
14. Directors' and auditors' fees
The fees due to directors and statutory auditors amounted to a total of Euro 219 thousand for the half year ended 30 June 2020 (Euro 194 thousand for the first half of 2019).
No loans or advances were granted to directors or shareholders during the period under examination.
15. Independent auditor's fees
The fees due to the independent auditors and related out-of-pocket expenses for the half year ended 30 June 2020 amounted to Euro 1,304 thousand, of which Euro 186 thousand for auditing services and Euro 1,118 thousand for services other than auditing.
16. Research and development
The Group's R&D work aims to introduce new products and implement new production processes. These activities are divided into a number of different phases, from conception and start of the process of designing and new product process to large-scale industrial production.
The table below reports research and development costs entered among operating costs in the half years ending on 30 June 2019 and 2020.
52
Half Year closed at 30 June
(in thousands of Euro) | |||
2020 | 2019 | ||
Research and development costs | 9,053 | 8,811 | |
Capitalised development costs | (1,168) | (934) | |
Amortisation of capitalised development costs | 684 | 493 | |
Research and development costs entered as operating costs | 8,569 | 8,370 | |
17. Positions or transactions resulting from atypical and/or unusual transactions
Pursuant to the CONSOB communication no. 6064293 of 28 July 2006, it should be noted that during the first half of 2020 there were no atypical and/or unusual transactions with respect to the normal management of the company that could give rise to doubts regarding the correctness and completeness of the information in the financial statements, conflicts of interest, the safeguarding of the company's assets, or the protection of minority shareholders.
18. Events of significance following the close of the financial period
The partial spin-off through the assignment of part of the share capital of GVS Microfiltrazione S.r.l. to the newly incorporated company GVS Patrimonio Immobiliare S.r.l. (see note "Events of significance following the close of the financial period" in the Consolidated Financial Statements for the year ended 31 December 2019), the draft of which was approved on 20 January 2020, due to administrative slowdowns, is not yet legally effective.
In July 2020, GVS paid off loans to Unicredit, Banco Popolare di Milano and Banca Nazionale del Lavoro early for a total amount of Euro 12,525 thousand against available liquidity. This amount has been classified in the current portion of financial liabilities in these condensed interim consolidated financial statements.
In August 2020, following sales made by the Group in the first six months after the acquisition of GCA Business Unit products, GVS released the amount of USD 1,000 thousand from an escrow account in favour of the seller Graphic Controls Acquisition Corp. The remainder, equal to USD 1,000 thousand will be issued, whether or not in favour of the seller, on the basis of the revenues realised in the second half of the year following the Closing Date.
With the exception of the above, no significant events occurred after the date of this interim report.
19. Approval of the condensed interim consolidated financial statements and authorisation for publication
The condensed interim consolidated financial statements ending on 30 June 2020 were approved on 9 September 2020 by the Board of Directors, which authorised their publication within the legal deadline.
53
ATTACHED TABLES
Consolidated statement of financial position, with indication of the amounts of positions with related parties.
of | of | |||||
At 30 June | which | At 31 | which | |||
(in thousands of Euro) | with | percentage | December | with | percentage | |
2020 | ||||||
related | 2019 | related | ||||
parties | parties | |||||
ASSETS | ||||||
Non-current assets | ||||||
Intangible assets | 98,847 | 99,846 | ||||
Assets represented by usage rights | 9,427 | 3,454 | 36.6% | 10,320 | 3,899 | 37.8% |
Tangible assets | 62,529 | 46,614 | ||||
Advance tax assets | 2,261 | 1,451 | ||||
Non-current financial assets | 460 | 542 | ||||
Total non-current assets | 173,524 | 158,773 | ||||
Current assets | ||||||
Inventories | 44,047 | 31,491 | ||||
Trade receivables | 47,786 | 35,158 | ||||
Assets from contracts with customers | 1,134 | 591 | ||||
Current tax receivables | 249 | 193 | ||||
Other receivables and current assets | 8,943 | 140 | 1.6% | 6,430 | 515 | 8.0% |
Current financial assets | 3,691 | 3,576 | ||||
Cash on hand | 137,546 | 58,542 | ||||
Total current assets | 243,396 | 135,981 | ||||
TOTAL ASSETS | 416,921 | 294,754 | ||||
SHAREHOLDERS' EQUITY AND LIABILITIES | ||||||
Share capital | 1,750 | 1,650 | ||||
Reserves | 168,390 | 59,489 | ||||
Net income | 27,002 | 33,083 | ||||
Group net shareholders' equity | 197,142 | 94,222 | ||||
Minority interests | 19 | 18 | ||||
Total shareholders' equity | 197,161 | 94,240 | ||||
Non-current liabilities | ||||||
Non-current financial liabilities | 96,751 | 117,638 | ||||
Non-current leasing liabilities | 6,652 | 2,656 | 39.9% | 7,850 | 3,130 | 39.9% |
Deferred tax liabilities | 1,928 | 819 | ||||
Provisions for employee benefits | 4,236 | 1,501 | 35.4% | 4,193 | 1,474 | 35.2% |
Total non-current liabilities | 109,567 | 130,500 | ||||
Current liabilities | ||||||
Current financial liabilities | 43,454 | 36,669 | ||||
Current leasing liabilities | 3,588 | 990 | 27.6% | 3,094 | 982 | 31.7% |
Trade payables | 33,443 | 849 | 2.5% | 13,188 | 31 | 0.2% |
Liabilities from contracts with customers | 6,100 | 1,702 | ||||
Current tax payables | 8,102 | 1,544 | 19.1% | 2,060 | 555 | 26.9% |
Other current payables and liabilities | 15,506 | 884 | 5.7% | 13,301 | 1,883 | 14.2% |
Total current liabilities | 110,193 | 70,014 | ||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 416,921 | 294,754 | ||||
54
Consolidated income statement, with indication of the amounts of positions with related parties.
Half Year closed at 30 June | |||||
(in thousands of Euro) | of which | of which | |||
2020 | with related | percentage | 2019 | with related percentage | |
parties | parties | ||||
Revenue from customer contracts | 146,333 | 116,743 | |||
Other revenues and proceeds | 698 | 1,159 | |||
Total revenues | 147,031 | 117,902 |
Purchases and consumption of raw materials, semi- products and finished products
Personnel costs Service costs
Other operating costs
(35,273) | (34,412) | ||||
(44,045) | (1,668) | 3.8% | (37,992) | (1,197) | 3.2% |
(16,775) | (11,696) | ||||
(1,280) | (1,982) |
EBITDA | 49,658 | 31,820 | ||||
Net writedowns of financial assets | (122) | (127) | ||||
Amortisation, depreciation and writedowns | (9,040) | (479) | 5.3% | (7,966) | (193) | 2.4% |
EBIT | 40,495 | 23,726 | ||||
Financial proceeds | 75 | 614 | ||||
Financial charges | (4,654) | (24) | 0.5% | (2,366) | (11) | 0.5% |
Pre-tax result | 35,916 | 21,974 | ||||
Income tax | (8,909) | (5,555) | ||||
Net income | 27,008 | 16,420 | ||||
Group's share | 27,002 | 16,416 | ||||
Minority share | 5 | 3 | ||||
55
Consolidated statement of cash flows, with indication of the amounts of positions with related parties.
Half Year closed at 30 June | ||||||
(in thousands of Euro) | ||||||
of which with | of which with | |||||
2020 | percentage | 2019 | percentage | |||
related parties | related parties | |||||
Pre-tax result | 35,916 | (2,171) | -6% | 21,974 | (1,401) | -6% |
- Adjustment for: | ||||||
Amortisation, depreciation and writedowns | 9,040 | 479 | 5% | 7,966 | 193 | 2% |
Capital losses / (capital gains) from sale of assets | (28) | 40 | ||||
Financial charges / (proceeds) | 4,579 | 24 | 1% | 1,752 | 11 | 1% |
Other non-monetary variations | 606 | 27 | 4% | 594 | 27 | 5% |
Cash flow generated / (absorbed) by operations before | 50,113 | 32,326 | ||||
variations in net working capital | ||||||
Variation in inventories | (10,878) | (3,010) | ||||
Variation in trade receivables | (13,892) | (4,427) | 0 | 0% | ||
Variation in trade payables | 21,366 | 818 | 4% | (1,156) | 0 | 0% |
Variation in other assets and liabilities | 3,059 | 1,057 | 35% | (4,284) | 3,989 | -93% |
Use of provisions for risks and charges and for employee | (440) | (485) | ||||
benefits | ||||||
Taxes paid | (3,618) | (1,252) | 35% | (4,072) | (2,490) | 61% |
Net cash flow generated / (absorbed) by operations | 45,709 | 14,892 | ||||
Investments in tangible assets | (13,459) | (3,325) | ||||
Investments in intangible assets | (1,336) | (3,074) | ||||
Disposal of tangible assets | 108 | 117 | ||||
Investment in financial assets | (1,219) | (929) | ||||
Disinvestment in financial assets | - | 1,700 | ||||
Payment for purchase of business unit net of cash on hand | (10,532) | - | ||||
acquired | ||||||
Net cash flow generated / (absorbed) by investment | ||||||
(26,438) | (5,511) | |||||
Opening of long-term financial payables | 503 | 6,500 | ||||
Repayment of long-term financial payables | (14,366) | (15,023) | ||||
Variations in current financial payables | - | 733 | ||||
Opening of leasing payables | - | - | ||||
Repayment of leasing liabilities | (2,027) | (501) | 25% | (1,265) | (189) | 15% |
Financial charges paid | (1,775) | (24) | 1% | (1,937) | (11) | 1% |
Financial proceeds collected | 75 | 41 | ||||
Net fee for IPO | 79,794 | - | ||||
Dividends paid | (1,681) | (1,681) | 100% | (3,082) | (3,082) | 100% |
Net cash flow generated/(absorbed) by financial assets | ||||||
60,523 | (14,033) | |||||
Total variation in cash on hand | 79,795 | (4,652) | ||||
Cash on hand at the start of the year | 58,542 | 45,551 | ||||
Total variation in cash on hand | 79,795 | (4,652) | ||||
Conversion differences on cash on hand | (791) | 119 | ||||
Cash on hand at the end of the year | 137,546 | 41,018 | ||||
56
Consolidated income statement, with indication of the amounts deriving from non- recurring transactions.
Half Year closed at 30 June | ||||||||
of which | 2020 | of which | 2019 | |||||
(in thousands of Euro) | from | from | ||||||
non- | percentag | non- | percentag | |||||
2020 | ordinary | 2019 | ordinary | |||||
recurrin | e | recurrin | e | |||||
operation | operation | |||||||
g | g | |||||||
s | s | |||||||
Revenue from customer contracts | 146,333 | 146,333 | 116,743 | 116,743 | ||||
Other revenues and proceeds | 698 | 698 | 1,159 | 1,159 | ||||
Total revenues | 147,031 | - | 147,031 | 117,902 | - | 117,902 |
Purchases and consumption of raw materials, semi-products and finished products
Personnel costs
Service costs
Other operating costs
(35,273 | (35,273) | (34,412 | (34,412) | ||||
) | ) | ||||||
(44,045 | (972) | (43,073) | 2.2% | (37,992 | (187) | (37,805) | 0.5% |
) | ) | ||||||
(16,775 | (4,482) | (12,293) | 26.7% | (11,696 | (45) | (11,651) | 0.4% |
) | ) | ||||||
(1,280) | (1,280) | (1,982) | (144) | (1,838) |
EBITDA | 49,658 | (5,454) | 55,112 | 31,820 | (376) | 32,196 | ||
Net writedowns of financial assets | (122) | (122) | (127) | (127) | ||||
Amortisation, depreciation and writedowns | (9,040) | (1,984) | (7,056) | 21.9% | (7,966) | (1,938) | (6,028) | 24.3% |
EBIT | 40,495 | (7,438) | 47,933 | 23,726 | (2,314) | 26,040 | ||
Financial proceeds | 75 | 75 | 614 | 614 | ||||
Financial charges | (4,654) | (4,654) | (2,366) | (2,366) | ||||
Pre-tax result | 35,916 | (7,438) | 43,354 | 21,974 | (2,314) | 24,288 | ||
Income tax | (8,909) | 1,690 | (10,599) | -19.0% | (5,555) | 239 | (5,794) | -4.3% |
Net income | 27,008 | (5,748) | 32,756 | 16,420 | (2,075) | 18,495 | ||
57
CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO ARTICLE 154 BIS OF LEGISLATIVE DECREE 58/98
- The undersigned, Massimo Scagliarini, Chief Executive Officer and Emanuele Stanco, Manager responsible for the preparation of the accounting documents of GVS S.p.A., taking into account the provisions of Article 154-bis, paragraphs 3 and 4 of Legislative Decree no. 58 of 24 February 1998, certify:
- the adequacy in relation to the characteristics of the business, and
- the effective application of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements during the first half of 2020.
- The assessment of the adequacy of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements at 30 June 2020 was carried out on the basis of the standards and methodologies defined by GVS mainly in accordance with the Internal Control - Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission, which represents a reference framework for the internal control system generally accepted at the international level.
- In addition, they also certify that:
- the condensed interim consolidated financial statements:
- have been prepared in compliance with applicable international accounting standards recognised by the European Community pursuant to Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 and with the measures issued in implementation of Article 9 of Legislative Decree no. 38/2005;
- correspond to the results in accounting books and records;
- are suitable to provide a true and fair view of the statement of financial position, and the statement of profit and loss of the issuer and all the companies included in the consolidation.
- the Interim Report on Operations includes a reliable analysis of references to important events that occurred in the first six months of the financial year and their impact on the condensed interim consolidated financial statements, together with a description of the main risks and uncertainties for the remaining six months of the year. The interim report on operations also includes a reliable analysis of information on transactions with related parties.
Zola Predosa, 09 September 2020 | |
Massimo Scagliarini | Emanuele Stanco |
Chief Executive Officer | Manager Responsible for the preparation of |
the Company's accounting documents | |
58 |
REVIEW REPORT ON CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
To the Shareholders of
GVS SpA
Foreword
We have reviewed the accompanying consolidated condensed interim financial statements of GVS SpA (hereinafter, also the "Company" and together with its subsidiaries the "GVS Group") as of 30 June 2020 which comprise the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related explanatory notes. The Directors of the Company are responsible for the preparation of the consolidated condensed interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
Scope of review
We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution No. 10867 of 31 July 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a full- scope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated condensed interim financial statements.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the consolidated condensed interim financial statements of GVS Group as of 30 June 2020 are not prepared, in all
material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Other Matters
The interim consolidated financial statements of GVS Group for the period ended as of 30 June 2019 were neither audited nor reviewed.
Bologna, 10 September 2020
PricewaterhouseCoopers SpA
Signed by Giuseppe Ermocida (Partner)
This report has been translated into English from the Italian original solely for the convenience of international readers
2 of 2
GVS S.p.A
Via Roma 50
40069 Zola Predosa (BO) - Italy
www.gvs.com
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GVS S.p.A. published this content on 16 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 September 2020 12:39:09 UTC