PRESS RELEASE
(Translation from the Italian original which remains the definitive version)
SHAREHOLDERS' MEETING OF PININFARINA S.p.A.
Approved the 2019 annual financial report and the remuneration report
Outlook for 2020
Cambiano, 11 May 2020- The shareholders of Pininfarina S.p.A. met today in an ordinary meeting chaired by Silvio Pietro Angori and approved the Company's 2019 annual financial report, examined the consolidated financial statements and approved the 2019 Remuneration Report.
The 2019 figures approved today are unchanged from those shown in the draft annual financial report already made available to the public by the Company, in its press release on March 23, 2020.
The 2019 and 2018 key financial figures of the Pininfarina Group are as follows:
(€'million) | |||||
2019 | 2018 | Variation | |||
Revenue | 90.4 | 105.3 | -14.9 | ||
EBITDA | -1.7 | 12.6 | -14.3 | ||
EBIT | -19.4 | 3.8 | -23.2 | ||
Net financial expense | -1.5 | -2.4 | 0.9 | ||
Profit for the year | -23.1 | 2.2 | -25.3 | ||
Net financial position (debt) | -12.0 | 5.2 | -17.2 | ||
Equity | 39.0 | 61.7 | -22.7 |
EBITDA is the operating profit or loss gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions.
EBIT is the operating profit or loss.
Pursuant to article 154-bis.2 of the Consolidated Finance Act, the manager in charge of financial reporting, Gianfranco Albertini, states that the financial disclosures provided in this press release are consistent with the relevant documentation, ledgers and accounting records.
General considerations
With reference to the design and engineering activities in the automotive segment, as mentioned in previous financial reports, the group had signed important contracts with certain Asian customers for the production of electric cars. During the year, due to the macro-economic and political conditions of the country in which one of the customers operates, as well as delays in the progress of some contracts in the Chinese market, certain contracts were suspended, leading to a significant drop in revenue compared to 2018.
In general, the macro-economic situation of the automotive segment in 2019 was marked by a drop in global sales (estimated at 4% lower than 2018) and a resulting decrease in volumes and profits for the entire supply chain. Car manufacturers continued to invest heavily in new technologies (electric cars and ADAS), cutting back on cash flows earmarked for developing traditional vehicles. At the same time, many start-ups in the electric car segment struggled to raise the funds needed to develop new vehicles, thus forcing them to downsize their initial projects or abandon them completely.
Pininfarina's key markets - China, India and Germany - showed signs of a downswing compared to 2018 with regard to both GDP and the automotive segment in particular.
Due to the segment's instability, there was severe pressure on prices - especially in the second half of the year
- with a consequent rise in competitiveness and widespread fall in profits for all operators, especially suppliers of engineering services.
Pininfarina S.p.A. and the subsidiary Pininfarina Engineering S.r.l. in particular saw their revenue fall in 2019, leading to operating losses. The parent also incurred impairment losses on a facility and other assets following the impairment tests carried out.
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Economic trends had a negative impact on cash and cash equivalents and the net financial debt, which was also increased due to the recognition of lease liabilities (following IFRS 16 coming into effect) which were absent at 31 December 2018.
The group
The group recognised revenue of €90.4 million for 2019, a 14% decrease on the previous year regarding all segments with the exception of design activities on the Chinese market.
Gross operating loss came to €1.7 million, compared to gross operating profit of €12.6 million in 2018, due to the drop in revenue and sales prices caused by trends in the automotive segment, as mentioned above.
Operating loss amounted to €19.4 million compared to operating profit of €3.8 million in 2018. The downswing is mainly due to the gross operating loss and impairment losses on the parent's property and other assets (€9.2 million). Following the impairment tests carried out, the parent reduced a facility's carrying amount to its fair value (by €4.0 million) and that of other assets to their recoverable value (by €5.2 million).
The group's net financial expense for the year amounted to €1.5 million compared to €2.4 million for 2018. This improvement is mainly due to positive trends in cash flows used by the parent over the year.
The group recognised a tax expense of €2.2 million compared to a tax benefit of €0.8 million in the previous year, due to the reversal of the deferred tax assets recognised by Italian companies in 2018.
As a result of the above, the group recorded a loss for the year of €23.1 million compared to a profit of €2.2 million for the previous year.
The group's equity dropped from €61.7 million at 31 December 2018 to €39 million at the reporting date (- 37%), principally due to the loss for the year.
The net financial position of €5.2 million at 31 December 2018 decreased to net financial debt of €12 million at the reporting date. The FTA of IFRS 16 (which became effective in 2019) led to a €6.3 million decrease on the previous year.
The workforce numbered 672 at the reporting date (31 December 2018: 656; +2%).
2019 performance by business segment
The Pininfarina Group was involved in a number of corporate transactions during 2018 and in early 2019, aimed at streamlining and rationalising the various services offered and grouping them into dedicated legal entities. With effect from 1 July 2018, Pininfarina S.p.A. transferred its engineering business unit and 100% investment in Pininfarina Deutschland Holding GmbH (active in the German engineering market) to Pininfarina Engineering S.r.l., which was incorporated in May 2018. Moreover, with effect from 1 January 2019, Pininfarina Extra S.r.l., which engages in non-automotive design and architecture activities, was merged into Pininfarina S.p.A., which also acquired, as a result of the above merger, the 100% investment in Pininfarina of America Corp, a company active in the architecture and industrial design market. In addition, the group progressively reduced its non-core operations, such as the sale of spare parts (for cars manufactured in the past up to 2010) and other activities. Starting from 2019, the allocation of the group's operations to business segments has changed as a result of the variations described above. In line with IFRS 8, the group has identified two new business segments. Starting from 1 January 2019, the new reportable segments are the Design and Engineering business segments. The 2018 figures have been reclassified accordingly.
Design segment
In addition to the revenue from the automotive and non-automotive design activities of all kinds, this segment includes revenue from architecture services, royalties for the use of the Pininfarina trademark, revenue from aerodynamic and aeroacoustic services and the income and costs arising from the parent's property management. It recognised revenue of €54.7 million, down by roughly 10% on the €60.5 million recognised in 2018. Reference should be made to the "General considerations" section for further details.
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Its operating loss came to €14.1 million, compared to an operating profit of €5.9 million in 2018, mainly due to the impairment losses on a property and other assets (€9.2 million in total) as a result of the impairment tests required following the drop in the fair value or value in use of such assets compared to their respective carrying amounts. The impairment losses are also partly due to changed prospects for the parent and group following the difficult macro-economic situation of the automotive segment, leading to smaller volumes and profits on design activities, the manufacturing of prototypes and show cars and smaller royalties for the use of the trademark (roughly €3 million).
Engineering segment
This segment, comprising the Italian and German engineering businesses, recognised revenue of €35.7 million, down 20% on 2018 (€44.8 million) for the seasons set out in the "General considerations" section.
Its operating loss came to €5.3 million, up on the €2.1 million recorded in 2018, due to the reduction in revenue and profits in Italy.
The key financial figures of the parent are summarised below:
(€'million) | |||||
2019 | 2018 | Variation | |||
Revenue | 47.3 | 63.2 | -15.9 | ||
EBITDA | -1.5 | 8.8 | -10.3 | ||
EBIT | -14.3 | 6.5 | -20.8 | ||
Net financial expense | -0.6 | -1.6 | 1.0 | ||
Profit for the year | -16.5 | 5.7 | -22.2 | ||
Net financial position (debt) | -6.6 | -0.1 | -6.5 | ||
Equity | 55.3 | 66.2 | -10.9 |
EBITDA is the operating profit or loss gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions.
EBIT is the operating profit or loss.
Events after the reporting date and outlook for 2020
The situation of the struggling international automotive segment, that characterized 2019, was aggravated by the global spread of the Covid-19 virus (Coronavirus), which slowed down and, in some cases, suspended commercial activities for a significant period of time. In order to raise enough funds to meet the group's financial requirements, Pininfarina S.p.A. took out a 36-month loan of €20 million from PF Holdings B.V. in February 2020. Not yet used at the date of this report, these funds will help ensure the operation of the Group in a foreseeable future.
Based on the current situation of the business sectors where the Pininfarina Group operates, its outlook for 2020 is a fall in revenue compared to 2019, along with an operating loss and a loss for the year.
In addition to the Company's 2019 financial statements, the shareholders approved the proposed allocation of the result for the year which does not provide for the distribution of dividend.
Contacts:
Pininfarina:
Gianfranco Albertini, C.F.O. and Investor Relations, Phone 011.9438367
Francesco Fiordelisi, Corporate communication, Phone 335.7262530, f.fiordelisi@pininfarina.it
Carolina Mailander Comunicazione:
Carolina Mailander, carolina.mailander@cmailander.it
Stella Casazza, Phone 349 3579552, stella.casazza@cmailander.it
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PRESS RELEASE
RECLASSIFIED FINANCIAL STATEMENTS (*)
- The reclassified financial statements group the figures presented in thelegally-required statements to improve their understanding, without however changing their presentation logic.
The terms "EBITDA" and "EBIT" as used in the reclassified financial statements are the "operating profit or loss", gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions, and "operating profit or loss" presented in the IFRS financial statements, respectively.
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PRESS RELEASE
PININFARINA GROUP
Reclassified income statement
(€'000)
2019 | % | 2018 | % | Variation | |
Revenue from sales and services | 85,301 | 94.36 | 102,899 | 97.69 | (17,598) |
Change in finished goods | (17) | (0.02) | (26) | (0.02) | 9 |
Other revenue and income | 5,114 | 5.66 | 2,454 | 2.33 | 2,660 |
Revenue | 90,398 | 100.00 | 105,327 | 100.00 | (14,929) |
Net gains (losses) on the sale of non-current assets | (34) | (0.04) | 184 | 0.17 | (218) |
Materials and services (*) | (37,076) | (41.01) | (42,900) | (40.73) | 5,824 |
Change in raw materials | (32) | (0.04) | 41 | 0.04 | (73) |
Value added | 53,256 | 58.91 | 62,652 | 59.48 | (9,396) |
Labour cost (**) | (54,996) | (60.85) | (50,038) | (47.50) | (4,958) |
Gross operating profit (loss) | (1,740) | (1.92) | 12,614 | 11.98 | (14,354) |
Amortisation and depreciation | (4,918) | (5.43) | (3,433) | (3.27) | (1,485) |
(Additions to)/utilisation of provisions and impairment losses | (12,711) | (14.06) | (5,386) | (5.11) | (7,325) |
Operating profit (loss) | (19,369) | (21.43) | 3,795 | 3.60 | (23,164) |
Net financial expense | (1,469) | (1.63) | (2,397) | (2.27) | 928 |
Share of loss of equity-accounted investees | (2) | 0.00 | (21) | (0.02) | 19 |
Profit (loss) before taxes | (20,840) | (23.05) | 1,377 | 1.31 | (22,217) |
Income taxes | (2,235) | (2.48) | 796 | 0.75 | (3,031) |
Profit (loss) for the year | (23,075) | (25.53) | 2,173 | 2.06 | (25,248) |
- | - | - | - | - |
-
Materials and servicesare net of utilisations of the provisions for product warranties and risks (€7 thousand and €227 thousand for
2018 and 2019, respectively).
(**) Labour costis net of utilisations of the restructuring provision (€44 thousand and €184.5 thousand for 2018 and 2019, respectively). As required by Consob resolution no. DEM/6064293 of 28 July 2006, a reconciliation of the data in the consolidated financial statements with those in the reclassified schedules is provided below:
-Materials and servicesinclude raw materials and components, other variable production costs, external variable engineering services, exchange gains and losses and other expenses.
-Amortisation and depreciationcomprise amortisation of intangible assets and depreciation of property, plant and equipment and investment property.
-(Additions to)/utilisation of provisions and impairment losses include additions to/utilisation of provisions, impairment losses and inventorywrite-downs
-Net financial income (expense)comprises net financial income (expense) and dividends.
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PININFARINA GROUP | |||||
Reclassified statement of financial position | |||||
(€'000) | |||||
31.12.2019 | 31.12.2018 | Variation | |||
Net non-current assets (A) | |||||
Net intangible assets | 6,092 | 7,326 | (1,234) | ||
Net property, plant and equipment and investment property | 40,481 | 49,979 | (9,498) | ||
Right-of-use assets | 5,785 | - | 5,785 | ||
Equity investments | 854 | 857 | (3) | ||
Total A | 53,212 | 58,162 | (4,950) | ||
Working capital (B) | |||||
Inventories | 360 | 408 | (48) | ||
Contract assets | 4,617 | 3,131 | 1,486 | ||
Net trade receivables and other assets | 40,004 | 34,647 | 5,357 | ||
Assets held for sale | 1,819 | - | 1,819 | ||
Deferred tax assets | 839 | 3,019 | (2,180) | ||
Trade payables | (19,638) | (16,971) | (2,667) | ||
Contract liabilities | (14,624) | (13,566) | (1,058) | ||
Provisions for risks and charges | (3,452) | (620) | (2,832) | ||
Other liabilities (*) | (7,864) | (6,892) | (972) | ||
Total B | 2,061 | 3,156 | (1,095) | ||
Net invested capital (C=A+B) | 55,273 | 61,318 | (6,045) | ||
Post-employment benefits (D) | 4,243 | 4,778 | (535) | ||
Net capital requirements (E=C-D) | 51,030 | 56,540 | (5,510) | ||
Equity (F) | 39,001 | 61,749 | (22,748) | ||
Net financial (position) debt (G) | |||||
Non-current loans and borrowings | 24,840 | 21,891 | 2,949 | ||
Net current financial position | (12,811) | (27,100) | 14,289 | ||
Total G | 12,029 | (5,209) | 17,238 | ||
Total as in E (H=F+G) | 51,030 | 56,540 | (5,510) | ||
(*) Other liabilities include the following items: deferred tax liabilities, other financial liabilities, current tax liabilities and other liabilities.
PININFARINA GROUP
Net financial position (debt)
(€'000)
31.12.2019 | 31.12.2018 | Variation | |||
Cash and cash equivalents | 20,115 | 18,357 | 1,758 | ||
Current assets held for trading | - | 13,106 | (13,106) | ||
Current bank overdrafts | (2,368) | (725) | (1,643) | ||
Lease liabilities | (1,298) | - | (1,298) | ||
Loans and borrowings - related parties and joint ventures | - | - | - | ||
Current portion of bank loans and borrowings | (3,638) | (3,638) | - | ||
Net current financial position | 12,811 | 27,100 | (14,289) | ||
Non-current loans and receivables - third parties | - | - | - | ||
Non-current loans and receivables - related parties | 550 | 550 | - | ||
Non-currentheld-to-maturity investments | - | - | - | ||
Non-current lease liabilities | (4,990) | - | (4,990) | ||
Non-current bank loans and borrowings | (20,400) | (22,441) | 2,041 | ||
Non-current loans and borrowings | (24,840) | (21,891) | (2,949) | ||
NET FINANCIAL POSITION (DEBT) | (12,029) | 5,209 | (17,238) | ||
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PRESS RELEASE
PININFARINA S.p.A.
Reclassified income statement
(€'000)
2019 | % | 2018 | % | Variation | |
Revenue from sales and services | 44,699 | 94.58 | 61,925 | 97.94 | (17,226) |
Change in finished goods | (17) | ( 0.04) | (15) | ( 0.02) | (2) |
Other revenue and income | 2,581 | 5.46 | 1,313 | 2.08 | 1,268 |
Revenue | 47,263 | 100.00 | 63,223 | 100.00 | (15,960) |
Net gains (losses) on the sale of non-current assets | ( 34) | (0.07) | 184 | 0.29 | ( 218) |
Materials and services (*) | (27,068) | (57.27) | (32,099) | (50.77) | 5,031 |
Change in raw materials | (32) | (0.07) | 41 | 0.07 | (73) |
Value added | 20,129 | 42.59 | 31,349 | 49.58 | (11,220) |
Labour cost (**) | (21,648) | (45.80) | (22,589) | (35.72) | 941 |
Gross operating profit (loss) | (1,519) | (3.21) | 8,760 | 13.86 | (10,279) |
Amortisation and depreciation | (2,630) | (5.57) | (2,567) | (4.06) | (63) |
(Additions to)/utilisation of provisions and impairment (losses) and gains | (10,186) | (21.55) | 264 | 0.42 | (10,450) |
Operating profit (loss) | (14,335) | (30.33) | 6,457 | 10.21 | (20,792) |
Net financial expense | (579) | (1.23) | (1,580) | (2.51) | 1,001 |
Share of loss of equity-accounted investees | (2) | 0.00 | (33) | (0.05) | 31 |
Profit (loss) before taxes | (14,916) | (31.56) | 4,844 | 7.66 | (19,760) |
Income taxes | (1,633) | (3.45) | 886 | 1.41 | (2,519) |
Profit (loss) for the year | (16,549) | (35.01) | 5,730 | 9.06 | (22,279) |
-
Materials and servicesare net of utilisations of the provisions for product warranties and risks (€7 thousand and €227 thousand for
2018 and 2019, respectively).
(**) Labour costis net of utilisations of the restructuring provision (€44 thousand and €184.5 thousand for 2018 and 2019, respectively).
As required by Consob resolution no. DEM/6064293 of 28 July 2006, a reconciliation of the data in the separate financial statements with those in the reclassified schedules is provided below:
- Materials and servicesinclude raw materials and components, other variable production costs, external variable engineering services, exchange gains and losses and other expenses.
- Amortisation and depreciationcomprise amortisation of intangible assets and depreciation of property, plant and equipment and investment property.
- (Additions to)/utilisation of provisions and impairment lossesinclude additions to/utilisation of provisions, impairment losses and inventorywrite-downs
- Net financial income (expense)comprises net financial income (expense) and dividends.
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PININFARINA S.p.A. | ||||||
Reclassified statement of financial position | ||||||
(€'000) | ||||||
31.12.2019 | 31.12.2018 | Variation | ||||
Net non-current assets (A) | ||||||
Net intangible assets | 5,450 | 5,963 | (513) | |||
Net property, plant and equipment and investment property | 33,122 | 40,231 | (7,109) | |||
Right-of-use assets | - | - | - | |||
Equity investments | 22,231 | 24,044 | (1,813) | |||
Total A | 60,803 | 70,238 | (9,435) | |||
Working capital (B) | ||||||
Inventories | 360 | 266 | 94 | |||
Contract assets | 954 | 839 | 115 | |||
Net trade receivables and other assets | 30,094 | 22,387 | 7,707 | |||
Assets held for sale | 290 | - | 290 | |||
Deferred tax assets | - | 1,255 | (1,255) | |||
Trade payables | (13,145) | (14,566) | 1,421 | |||
Contract liabilities | (9,658) | (7,541) | (2,117) | |||
Provisions for risks and charges | (867) | (528) | (339) | |||
Other liabilities | (3,950) | (3,342) | (608) | |||
Total B | 4,078 | (1,230) | 5,308 | |||
Net invested capital (C=A+B) | 64,881 | 69,008 | (4,127) | |||
Post-employment benefits (D) | 2,978 | 2,717 | 261 | |||
Net capital requirements (E=C-D) | 61,903 | 66,291 | (4,388) | |||
Equity (F) | 55,269 | 66,239 | (10,970) | |||
Net financial debt (G) | ||||||
Non-current loans and borrowings | 18,309 | 20,025 | (1,716) | |||
Net current financial position | (11,675) | (19,973) | 8,298 | |||
Total G | 6,634 | 52 | 6,582 | |||
Total as in E (H=F+G) | 61,903 | 66,291 | (4,388) | |||
PININFARINA S.p.A. | ||||||
Net financial position (debt) | ||||||
(€'000) | ||||||
31.12.2019 | 31.12.2018 | Variation | ||||
Cash and cash equivalents | 17,036 | 11,183 | 5,853 | |||
Current assets held for trading | - | 13,106 | (13,106) | |||
Lease liabilities | (100) | - | (100) | |||
Loans and borrowings - related parties | (1,683) | (738) | (945) | |||
Current portion of bank loans and borrowings | (3,578) | (3,578) | - | |||
Net current financial position | 11,675 | 19,973 | (8,298) | |||
Non-current loans and receivables - related parties | 2,191 | 2,326 | (135) | |||
Non-current lease liabilities | (130) | - | (130) | |||
Non-current bank loans and borrowings | (20,370) | (22,351) | 1,981 | |||
Non-current loans and borrowings | (18,309) | (20,025) | 1,716 | |||
NET FINANCIAL DEBT | (6,634) | (52) | (6,582) | |||
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Related party transactions - Pininfarina Group
The table below, which is presented pursuant to Consob communication no. DEM/6064293 of 28 July 2006, summarises related party transactions, including intragroup transactions. These transactions were carried out at market conditions, consistent with the nature of the goods exchanged or services provided. They were neither atypical nor unusual for the purposes of the above-mentioned communication.
Commercial | Financial | Operating | Financial | ||||||||||||
Assets | Liabilities | Assets | Liabilities | Revenue | Expense | Income | Expense | ||||||||
Signature S.r.l. | 48,800 | 1,818 | 550,000 | - | 118,894 | 78,354 | - | - | |||||||
Tech Mahindra Ltd | 5,370 | 162,240 | - | - | 250,654 | 219,411 | - | - | |||||||
Tech Mahindra GmbH | 24,051 | - | - | - | 204,069 | - | - | - | |||||||
Mahindra&Mahindra Ltd | 113,940 | - | - | - | 9,820,076 | - | - | - | |||||||
Mahindra Graphic Research Design S.r.l. | - | - | - | - | - | 143,585 | - | - | |||||||
PT Mahindra Accelo Steel Indonesia | - | 31,746 | - | - | 44,754 | - | - | - | |||||||
Mahindra North America Technical Center | 23,850 | - | - | - | 55,022 | - | - | - | |||||||
Ssangyong Motor Company | - | - | - | - | 302,000 | - | - | - | |||||||
Automobili Pininfarina GmbH | 652,816 | 2,060,151 | - | - | 14,211,401 | - | - | - | |||||||
Total | 868,827 | 2,255,955 | 550,000 | - | 25,006,870 | 441,350 | - | - | |||||||
Intragroup transactions include:
- Signature S.r.l.: loan agreement, purchases and sales of goods with Pininfarina S.p.A.;
- Tech Mahindra Ltd: services agreements in favor of Pininfarina Engineering S.r.l. and Pininfarina S.p.A.; services agreements with Pininfarina S.p.A., Pininfarina Engineering S.r.l., Pininfarina Deutschland GmbH and Pininfarina of America Corp.;
- Tech Mahindra GmbH: lease agreement for equipped office premises with Pininfarina Deutschland GmbH;
- Mahindra & Mahindra Ltd: brand licence agreement and engineering services agreements with Pininfarina S.p.A. and Pininfarina Engineering S.r.l.;
- Mahindra Graphic Research Design S.r.l.: engineering services agreement in favor of Pininfarina Engineering S.r.l.;
- PT Mahindra Accelo Steel Indonesia: design services agreement with Pininfarina S.p.A.;
- Mahindra North America Technical Center: services agreement with Pininfarina Engineering S.r.l.;
- Ssangyong Motor Company: design services agreement with Pininfarina S.p.A.;
- Automobili Pininfarina Gmbh: design and engineering agreement with Pininfarina S.p.A..
In addition to the above figures:
-
legal assistance activity provided to the parent by Studio Starclex - Studio Legale Associato
Guglielmetti, related to Romina Guglielmetti (director of Pininfarina S.p.A.), for €36,000. - consulting activity provided to Pininfarina Engineering S.r.l. by Mr. Roberto Mattio for a gross amount of €6,960.
On 26 September 2018, Pininfarina Engineering S.r.l. signed an engineering services agreement with Mahindra & Mahindra Ltd ("M&M") for the development of a project to design the upper body systems of the body shell, integration of the body shell with the main operating systems and achievement of the performance requested of a new Mahindra vehicle based on its new platform.
Pininfarina Engineering S.r.l. will receive a fee of €10,583,172 for its services to be provided over roughly 16 months. This fee qualifies the transaction as a "major transaction" pursuant to the relevant legislation. The services provided are part of the "company's normal business activities" and are rendered on an arm's length basis. At the reporting date, services provided to the customer totalled €10,553,138, €7,783,643 of which in
D I R E Z I O N E C O M U N I C A Z I O N E E I M M A G I N E - W W W . P I N I N F A R I N A . C O M - I N F O @ P I N I N F A R I N A . C O M
PRESS RELEASE
2019. The project as of December 31, 2019 has not ended because, according to the customer's instructions, the end-of-project tunnel test has been postponed to 2020.
The parent, Pininfarina S.p.A., signed five design and engineering services agreements with Automobili Pininfarina GmbH ("AP") on 29 June 2018, 26 March 2019, 31 May 2019, 22 July 2019 and 9 December 2019, respectively, for the development of a project to design the interior and exterior of a new car, to design the upper body systems of the body shell, integration of the body shell with the main operating systems and achievement of the performance requested of a new AP vehicle based on its new platform.
The parent will receive a total fee of €20,510,227 for its services to be provided under the above contracts from June 2018 to December 2020. This fee qualifies the transaction as a "major transaction" pursuant to the relevant legislation. The services provided are part of the "company's normal business activities" and are rendered on an arm's length basis. At the reporting date, services provided to the customer totalled €14,261,633, €10,345,998 of which in 2019.
On 25 July 2019, Pininfarina Engineering S.r.l. signed an engineering services agreement with Mahindra & Mahindra Ltd ("M&M") for the development of a project to design the upper body systems of the body shell, integration of the body shell with the main operating systems and achievement of the performance requested of a new vehicle.
Pininfarina Engineering S.r.l. will receive a fee of €3,950,000 for its services to be provided over roughly 14 months. This fee qualifies the transaction as a "major transaction" pursuant to the relevant legislation. The services provided are part of the "company's normal business activities" and are rendered on an arm's length basis. Services provided to the customer at the reporting date totalled €1,030,666.
Directors' and statutory auditors' fees
(€'000) | 2019 | 2018 | |
Directors | 737 | 812 | |
Statutory Auditors | 107 | 112 | |
Total | |||
844 | 924 | ||
Related party transactions - Pininfarina S.p.A.
Commercial | Financial | Operating | Financial | ||||||||||||
Assets | Liabilities | Assets | Liabilities | Revenue | Expense | Income | Expense | ||||||||
Signature S.r.l. | 48,800 | 1,818 | 550,000 | - | 118,894 | 78,354 | - | - | |||||||
Pininfarina Extra S.r.l. | - | - | - | - | - | - | - | - | |||||||
Pininfarina Engineering S.r.l. | 2,305,060 | 876,113 | 141,077 | 1,683,087 | 1,956,320 | 9,025,169 | - | - | |||||||
Pininfarina Deutschland GmbH | 25,386 | - | 1,500,000 | - | 25,386 | - | 10,327 | - | |||||||
Pininfarina Shanghai Co. Ltd | 944,190 | 4,962 | - | - | 1,267,149 | 15,962 | 500,000 | - | |||||||
Pininfarina of America Co. Ltd | 154,603 | 7,869 | - | - | 511,581 | 7,982 | - | - | |||||||
Tech Mahindra Ltd | 4,480 | - | - | - | 209,898 | 10,800 | - | - | |||||||
Mahindra&Mahindra Ltd | - | - | - | - | 2,347,919 | - | - | - | |||||||
Pt Mahindra Accelo Steel Indonesia | - | 31,746 | - | - | 44,754 | - | - | - | |||||||
Automobili Pininfarina GmbH | 652,816 | 2,060,151 | - | - | 14,181,925 | - | - | - | |||||||
Ssangyong Motor Company | - | - | - | - | 302,000 | - | - | - | |||||||
Total | 4,135,335 | 2,982,659 | 2,191,077 | 1,683,087 | 20,965,826 | 9,138,267 | 510,327 | - | |||||||
Intragroup transactions include:
- Signature S.r.l.: loan agreement and purchases of goods;
- Pininfarina Engineering S.r.l.: lease for the equipped premises, secondment agreements, cost sharing agreement and services agreements;
D I R E Z I O N E C O M U N I C A Z I O N E E I M M A G I N E - W W W . P I N I N F A R I N A . C O M - I N F O @ P I N I N F A R I N A . C O M
PRESS RELEASE
- Pininfarina Deutschland GmbH: loan agreement;
- Pininfarina Shanghai Co Ltd: services agreement, secondment agreement and cost sharing agreement;
- Pininfarina of America Corp.: secondment agreement and cost sharing agreement;
- Tech Mahindra Ltd: services agreement and recharge of costs incurred by Pininfarina S.p.A. on the company's behalf;
- Mahindra & Mahindra Ltd: brand licence agreement and engineering services agreements;
- PT Mahindra Accelo Steel Indonesia: design services agreement;
- Automobili Pininfarina GmbH: design and engineering services agreement;
- Ssangyong Motor Company: design services agreement.
In addition to the above figures, Studio Starclex - Studio Legale Associato Guglielmetti, related to Romina Guglielmetti (director of Pininfarina S.p.A.), provided legal assistance to the company for €36,000.
Directors' and statutory auditors' fees
(€'000) | 2019 | 2018 | |
Directors | 737 | 552 | |
Statutory Auditors | 99 | 102 | |
Total | 836 | 654 | |
The total fees to Pininfarina S.p.A.'s key management personnel approximate €2.2 million for 2019, of which:
- remuneration for employee €1.1 million;
- incentives €0.8 million;
- rights for stock options vesting €0.3 million.
D I R E Z I O N E C O M U N I C A Z I O N E E I M M A G I N E - W W W . P I N I N F A R I N A . C O M - I N F O @ P I N I N F A R I N A . C O M
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Pininfarina S.p.A. published this content on 11 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 May 2020 16:13:07 UTC