| | |
Fintiles Group | | Exhibit 99.2 Interim Report Third Quarter 2012 |
FINTILES S.p.A.
INTERIMREPORT
THIRD QUARTER 2012
CONDENSEDCONSOLIDATED FINANCIALSTATEMENTSANDNOTES
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
1
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Fintiles Group | | Interim Report Third Quarter 2012 |
Condensed consolidated balance sheets
(unaudited)
Table 2.1
| | | | | | | | | | | | |
(Euro thousands) | | 30.09.2012 | | | 31.12.2011 | | | Notes | |
Assets | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | | 40,723 | | | | 65,154 | | | | 2.1 | |
Trade receivables | | | 168,881 | | | | 154,812 | | | | 2.2 | |
Inventories | | | 296,624 | | | | 263,408 | | | | 2.3 | |
Other current assets | | | 37,527 | | | | 33,694 | | | | 2.4 | |
Current financial assets | | | 11,069 | | | | 11,691 | | | | 2.5 | |
Total current assets | | | 554,824 | | | | 528,759 | | | | | |
Non-current assets | | | | | | | | | | | | |
Property, plant and equipment | | | 532,319 | | | | 512,430 | | | | 2.6 | |
Investment property | | | 4,763 | | | | 4,753 | | | | 2.7 | |
Intangible assets | | | 30,674 | | | | 31,165 | | | | 2.8 | |
Goodwill | | | 3,497 | | | | 3,497 | | | | 2.9 | |
Non-current financial assets | | | 1,277 | | | | (0 | ) | | | 2.10 | |
Investments valued under the equity method | | | 14,107 | | | | 17,754 | | | | 2.11 | |
Other investments | | | 1,741 | | | | 1,762 | | | | 2.12 | |
Deferred tax assets | | | 49,555 | | | | 43,942 | | | | 2.39 | |
Other non-current assets | | | 3,338 | | | | 3,452 | | | | 2.13 | |
Total non-current assets | | | 641,271 | | | | 618,755 | | | | | |
Assets held-for-sale | | | 14,359 | | | | 16,390 | | | | 2.14 | |
TOTAL ASSETS | | | 1,210,454 | | | | 1,163,904 | | | | | |
See notes to condensed consolidated financial statements
Table 2.2
| | | | | | | | | | | | |
(Euro thousands) | | 30.09.2012 | | | 31.12.2011 | | | Notes | |
Shareholders’ Equity & Liabilities | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Short-term loans | | | 17,062 | | | | 15,971 | | | | 2.15 | |
Current portion of long-term loans | | | 40,665 | | | | 65,029 | | | | 2.21 | |
Current financial liabilities | | | 6,355 | | | | 6,730 | | | | 2.16 | |
Trade payables | | | 182,758 | | | | 176,861 | | | | 2.17 | |
Income tax payables | | | 7,268 | | | | 2,579 | | | | 2.18 | |
Other current liabilities | | | 51,279 | | | | 42,163 | | | | 2.19 | |
Provisions for risks and charges | | | 5,784 | | | | 8,963 | | | | 2.20 | |
Total current liabilities | | | 311,171 | | | | 318,296 | | | | | |
Non-current liabilities | | | | | | | | | | | | |
Long-term loans | | | 583,457 | | | | 556,540 | | | | 2.21 | |
Non-current financial liabilities | | | 13,003 | | | | 12,079 | | | | 2.22 | |
Post-employment and other employee benefits | | | 14,495 | | | | 14,777 | | | | 2.23 | |
Deferred tax liabilities | | | 71,611 | | | | 67,236 | | | | 2.39 | |
Other non-current liabilities | | | 27,345 | | | | 17,683 | | | | 2.24 | |
Provision for risks and charges | | | 4,690 | | | | 5,184 | | | | 2.25 | |
Total non-current liabilities | | | 714,601 | | | | 673,499 | | | | | |
Liabilities related to assets held-for-sale | | | 1,135 | | | | 1,106 | | | | 2.26 | |
TOTAL LIABILITIES | | | 1,026,907 | | | | 992,901 | | | | | |
| | | |
Group shareholders’ equity | | | | | | | | | | | | |
Share capital | | | 10,789 | | | | 10,789 | | | | 2.27 | |
Retained earnings | | | 128,445 | | | | 121,799 | | | | | |
Foreign currency translation adjustment | | | (18,439 | ) | | | (24,416 | ) | | | | |
Other reserves | | | 58,464 | | | | 59,427 | | | | | |
Total Group shareholders’ equity | | | 179,259 | | | | 167,599 | | | | | |
Non-controlling interest | | | 4,288 | | | | 3,404 | | | | | |
TOTAL SHAREHOLDERS’ EQUITY | | | 183,547 | | | | 171,003 | | | | | |
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | | | 1,210,454 | | | | 1,163,904 | | | | | |
See notes to condensed consolidated financial statements
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
Condensed consolidated income statements
(unaudited)
The condensed consolidated income statement for the first nine months of 2012 compared to the same period in 2011 is shown below.
Table 2.3 (Nine months)
| | | | | | | | | | | | |
(Euro thousands) | | 9M 2012 | | | 9M 2011 | | | Notes | |
Revenues | | | 649,933 | | | | 628,069 | | | | 2.28 | |
Cost of sales | | | (408,322 | ) | | | (399,416 | ) | | | 2.29 | |
Gross Profit | | | 241,611 | | | | 228,653 | | | | | |
Logistic expenses | | | (32,586 | ) | | | (28,685 | ) | | | 2.30 | |
Selling expenses | | | (112,332 | ) | | | (108,425 | ) | | | 2.31 | |
General and administrative expenses | | | (45,785 | ) | | | (41,972 | ) | | | 2.32 | |
Other income | | | 12,792 | | | | 10,446 | | | | 2.34 | |
Other operating charges | | | (2,704 | ) | | | (1,680 | ) | | | 2.35 | |
Operating profit before restructuring and asset write – downs | | | 60,996 | | | | 58,337 | | | | | |
Restructuring charges and asset write-downs | | | (2,757 | ) | | | (4,655 | ) | | | 2.33 | |
Earnings before financial income/charges and taxes | | | 58,239 | | | | 53,682 | | | | | |
Financial charges | | | (29,456 | ) | | | (30,907 | ) | | | 2.37 | |
Currency gains/(losses) | | | 1,418 | | | | (2,433 | ) | | | 2.37 | |
Share of (expenses)/income from equity investments | | | (3,653 | ) | | | 88 | | | | 2.38 | |
Profit/(loss) before taxes | | | 26,548 | | | | 20,430 | | | | | |
Income taxes | | | (18,524 | ) | | | (15,455 | ) | | | 2.39 | |
Net profit | | | 8,024 | | | | 4,975 | | | | | |
Non-controlling interest income | | | 832 | | | | 1,878 | | | | | |
Group profit | | | 7,192 | | | | 3,097 | | | | | |
Earnings per share basic and diluted (in Euro) | | | 0.667 | | | | 0.287 | | | | 3 | |
See notes to condensed consolidated financial statements
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
Condensed consolidated comprehensive income statement
(unaudited)
The following data are net of the related tax effect.
Table 2.4
| | | | | | | | |
(Euro thousands) | | 9M 2012 | | | 9M 2011 | |
Net profit | | | 8,024 | | | | 4,975 | |
Exchange rate differences in the translation of foreign currencies | | | 6,045 | | | | (10,600 | ) |
Losses on derivative instruments | | | (963 | ) | | | (412 | ) |
Gains on investments valued at fair value | | | 0 | | | | 851 | |
Total comprehensive profit/(loss) | | | 13,106 | | | | (5,188 | ) |
Non-controlling comprehensive income | | | 900 | | | | 1,831 | |
Total Group comprehensive profit/(loss) | | | 12,206 | | | | (7,019 | ) |
See notes to condensed consolidated financial statements
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
Condensed consolidated cash flow statements
(unaudited)
Table 2.6
| | | | | | | | |
(Euro thousands) | | 9M 2012 | | | 9M 2011 | |
CASH FLOW FROM OPERATIONS: | | | | | | | | |
NET PROFIT/(LOSS) | | | 8,024 | | | | 4,975 | |
Adjustments to reconcile the net profit with the cash flow generated / (used) from operations: | | | | | | | | |
Amortization and depreciation | | | 47,053 | | | | 43,148 | |
Share of expenses/(income) from equity investments | | | 3,653 | | | | (88 | ) |
Deferred and current income taxes of the period | | | 18,524 | | | | 15,455 | |
Restructuring charges | | | (2,888 | ) | | | (3,155 | ) |
Asset write-downs | | | 1,314 | | | | 582 | |
Provision/utilization and other non-cash items | | | 4,301 | | | | 1,863 | |
Losses/(gains) on sale of tangible fixed assets and equity investments | | | (58 | ) | | | (1,167 | ) |
Unrealized currency losses/(profits) | | | (109 | ) | | | 3,509 | |
Change in Post-employment benefit | | | (282 | ) | | | (570 | ) |
Changes in operating assets and liabilities: | | | | | | | | |
Trade receivables | | | (12,906 | ) | | | (19,859 | ) |
Inventory | | | (32,976 | ) | | | (22,901 | ) |
Trade payables | | | 8,356 | | | | 9,836 | |
Income taxes paid | | | (14,677 | ) | | | (12,177 | ) |
Other – net | | | (479 | ) | | | 5,341 | |
NET CASH FLOW FROM OPERATIONS | | | 26,850 | | | | 24,792 | |
| | |
CASH FLOW FROM INVESTING ACTIVITIES: | | | | | | | | |
Intangible and tangible assets acquired | | | (55,008 | ) | | | (44,006 | ) |
Change in consolidation scope | | | (4 | ) | | | (3,532 | ) |
Net change in financial fixed assets and/or payment of investments acquired | | | 73 | | | | 85 | |
Receipts from the sales of tangible and intangible fixed assets | | | 1,985 | | | | 3,474 | |
NET CASH FLOW FROM INVESTING ACTIVITIES | | | (52,954 | ) | | | (43,979 | ) |
| | |
CASH FLOW FROM FINANCING ACTIVITIES: | | | | | | | | |
New long-term loans | | | 75,982 | | | | 53,865 | |
Repayment of long-term loans | | | (76,681 | ) | | | (41,706 | ) |
Net change in short-term loans | | | (318 | ) | | | 2,714 | |
Change in consolidation scope | | | 105 | | | | 0 | |
Payment of dividends | | | (120 | ) | | | 0 | |
Net change in financial assets | | | (153 | ) | | | 2,940 | |
Other net | | | (28 | ) | | | 143 | |
CASH FLOW FROM FINANCING ACTIVITIES | | | (1,213 | ) | | | 17,956 | |
| | |
EFFECT OF CURRENCY MOVEMENTS ON NET AVAILABLE FUNDS | | | 1,465 | | | | (1,958 | ) |
INCREASE (DECREASE) IN NET LIQUIDITY | | | (25,850 | ) | | | (3,188 | ) |
| | |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | | | 65,154 | | | | 64,978 | |
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | | | 39,304 | | | | 61,790 | |
| | |
other information: | | | | | | | | |
Interest paid | | | 19,796 | | | | 19,399 | |
Interest received | | | 703 | | | | 743 | |
Dividends received | | | 77 | | | | 139 | |
See notes to condensed consolidated financial statements
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
Condensed consolidated statement of changes in shareholders’ equity
(unaudited)
Table 2.5
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY | | Share capital | | | Ret Earn incl. profit for year | | | Currency translation adjust. | | | Other reserves | | | Total | | | Non-controlling interest | | | Total Shareholders’ Equity | |
Balance atDecember 31, 2011 | | | 10,789 | | | | 121,799 | | | | (24,416 | ) | | | 59,427 | | | | 167,599 | | | | 3,404 | | | | 171,003 | |
Net profit | | | | | | | 7,192 | | | | | | | | | | | | 7,192 | | | | 832 | | | | 8,024 | |
Profits/(losses) recorded directly in equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
- derivative instruments | | | | | | | | | | | | | | | (963 | ) | | | (963 | ) | | | | | | | (963 | ) |
Foreign currency translation reserve | | | | | | | | | | | 5,977 | | | | | | | | 5,977 | | | | 68 | | | | 6,045 | |
Total comprehensive profit/(loss) | | | | | | | 7,192 | | | | 5,977 | | | | (963 | ) | | | 12,206 | | | | 900 | | | | 13,106 | |
Dividends distributed | | | | | | | | | | | | | | | | | | | | | | | (120 | ) | | | (120 | ) |
Change in consolidation scope | | | | | | | | | | | | | | | | | | | | | | | 104 | | | | 104 | |
Other movements | | | | | | | (546 | ) | | | | | | | | | | | (546 | ) | | | | | | | (546 | ) |
Balance at September 30, 2012 | | | 10,789 | | | | 128,445 | | | | (18,439 | ) | | | 58,464 | | | | 179,259 | | | | 4,288 | | | | 183,547 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See notes to condensed consolidated financial statements
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
Notes to the condensed consolidated financial statements as at September 30, 2012
1. Form, content, accounting standards and valuation criteria
Fintiles S.p.A. (the “Parent Company” or “Company”) is a company which is subject to the laws of the Italian Republic.FintilesS.p.A. and its subsidiaries (“Fintiles Group” or “Group”) operate primarily in Italy, France, Spain, Russia, the United States of America and China.
The Group produces and markets ceramics for floorings and coverings. It is the world leader in the design, production,and marketing of porcelain tiles, and has a growing presence in markets for other covering materials, sanitary ware, and decorative accessories.
The accounts included in the condensed consolidated financial statements and in these notes are presented in Euro thousands. The Euro is the currency in which the Group principally operates.
The condensed consolidated income statement information refers to the first nine months of 2012 and 2011. The condensed condolidated balance sheet information refers to September 30, 2012 and December 31, 2011.
The present condensed consolidated financial statements for the periods ended September 30, 2012 and September 30, 2011 was prepared in accordance with International Financial Reporting Standards (hereafter “IFRS” or “International Accounting Standards”) issued by the International Accounting Standards Board (“IASB”) and was drawn up according to IAS 34 –Interim financial reporting, applying the same accounting principles adopted in the preparation of the consolidated financial statements at December 31, 2011, with the exception of those described in the Notes in the paragraph Accounting principles, amendments and interpretations applied from January 1, 2012.“IFRS” refers to the International Accounting Standards (“IAS”) in force, as well as those of the IFRS Interpretation Committee, previously known as the International Financial Reporting Interpretations Committee (“IFRIC”), and before that the Standing Interpretations Committee (“SIC”).
Following the earthquakes which hit Emilia Romagna beginning on May 20, 2012, the Group suffered significant damage at the factory in Finale Emilia in Modena, the epicenter of the earthquake – fortunately with no harm to employees. The factory was immediately closed and refurbishment operations and the securing of the site are currently in progress.
The directly quantifiable damage concerns the building, the machinery and the inventory stock: part of the cement structure of the building must be demolished and rebuilt while the processing lines and the kilns will be refurbished or replaced.
The indirect damage concerns the interruption of business and the total halt to production activity.
The refurbishment completion and the re-start of the production site is expected by the end of 2012.
Given the exceptional nature and the recent occurrence of the event, the quantification of damage and of the resulting charges has not been entirely completed and in particular the insurance compensation has not been finalized; the Company is in fact insured against direct and indirect damage caused by the earthquake with a leading insurance company and the maximum compensation provided within the contract is greater than the initial provisional damage estimates.
The Company in the first nine months of 2012 reports charges relating to the interruption of business and the total stoppage of production activity of Euro 1.6 million and insurance compensation received of a similar amount, without any impact on the Group operating result and EBITDA1. Due to the
1 | The EBITDA is defined as the operating result before provisions and amortisation, depreciation and restructuringcharges and asset write-downs and of the costs directly related to incurring such charges; it is a measure utilized by Management of the Company to monitor and evaluate the operating performance, but is not identified specifically within IFRS and, therefore, must not be considered as an alternative accounting indicator. As the composition of the Ebitda is not regulated by the applicable accounting standards, the criteria used in the calculation of the Ebitda by the Group may not be uniform with the criteria adopted by other groups and, therefore, may not be comparable. |
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
uncertainties and the difficulties in quantifying all of the damage suffered, the Company did not recognize any impairment on the assets or compensation for property, plant and equipment which have been damaged; as the Company has an unconditional right to receive repayment for the damage suffered, the recognition of insurance income will take place at the same time as the recognition of impairments of the assets, with no significant effects expected on the net result or on the net equity at the balance sheet date.
The preparation of the condensed consolidated financial statements requires that management make estimates and assumptions on the values of the revenues, costs, assets and liabilities in the condensed consolidatedfinancial statements and on the information disclosed relating to the assets and contingent liabilities at the balance sheet date.
Where future circumstances and events should differ from these estimates and assumptions, which are based on the best valuations made by the Directors, they will be amended appropriately in the period in which these circumstances arise.
Some valuation processes, in particular the most complex, such as the determination of any loss in value of fixed assets, are generally made on a complete basis on the preparation of the annual accounts, except where there are specific indications of impairment which require an immediate valuation of any loss in value.
Income taxes are recognized on the basis of the best estimate of the expected tax rates for the entire year.
Condensed consolidatedfinancial statements Presentation
The Group presents the condensed consolidated income statement by function (also referred to as “cost of sales”), which is considered more representative compared to the presentation of the nature of expenses. The presentation chosen in fact reflects the internal and management reporting systems of the Group’s business. The balance sheet is classified between non-current assets and liabilities and current assets and liabilities.
The condensed consolidated cash flow statement was prepared applying the indirect method.
The atypical and/or unusual operations were identified and shown separately in the preparation of the condensed consolidatedfinancial statements and the notes thereto.
In the first nine months of 2012, the Group did not have any transactions which for size/importance, nature of the counterparties, nature of the transaction, method in determining the transfer price or time period (close to the year-end) could have given rise to doubts in relation to:the correctness/completeness of the information in the condensed consolidated financial statements, to conflict of interests, to safeguarding the company’s assets or to protecting minority shareholders.
Transactions with parent companies, associated companies (for transactions not eliminated on consolidation) and other related parties in the first nine months of 2012 are reported in the relevant section of the notes at paragraph 3.4.
New standards, amendments and interpretations applied from January 1,2012
Amendments to IFRS 7 – Financial Instruments:additional disclosure. On October 7, 2010, the IASB published a number of amendments to IFRS 7, to be applied by the Group from January 1, 2012.
The amendments were issued in order to improve understanding of transfers (derecognition) of financial assets, including understanding the possible effects of any risks pertaining to the company which has transferred these assets. The amendments also require additional information in the case in which a disproportionate amount of these transactions are carried out near the end of an accounting period. The adoption of this amendment did not have significant effects on the disclosure
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
provided in the present condensed consolidated financial statements and on the valuation of the relative financial statements items. The effects of the adoption of the amendment will be reflected in the disclosure concerning transferred financial assets provided in the Consolidated Financial Statements at December 31, 2012.
Amendment to IAS 12 –Income taxes: requires entities to value deferred taxes deriving from an asset based on the method by which the carrying value of this asset will be recovered (through continuous use or through sale).
The application of the new standards and interpretations did not have a significant impact on the quarterly accounts of the Group.
For a more detailed explanation of the Accounting Principles applied, reference should be made to the Consolidated Financial Statements at December 31, 2011.
The Group Condensed consolidated Financial Statements utilized the same options as those for the preparation of the Consolidated Financial Statements at December 31, 2011.
New standards, amendments and interpretations not yet effective and not adopted in advance by the Group
Amendment to IAS 1 – Presentation of financial statements: published by the IASB in June 2011 this amendment requires the grouping of items presented in Other Comprehensive Income based on whether they are potentially reclassifiable to profit or loss subsequently.
The amendment is effective for annual periods beginning on or afterJuly 1, 2012.
Amendment to IAS 19 –Employee benefits: published by the IASB in June 2011 and removes the option to defer recognition of gains or losses under the corridor method, requiring presentation in the balance sheet of the deficit or surplus of the relevant provision and the separate recognition to the income statement of the labour cost components and net financial charges and the recognition of the gains or losses which derive from the recalculation of the assets and liabilities under Other Comprehensive Income.
The amendment finally introduces new additional information to be provided in the notes to the financial statements.
The amendment is effective for annual periods beginning on or afterJanuary 1, 2013.
IFRS 9 –Financial Instruments: published by the IASB in November 2009 and amended in October 2010, the standardis the first step toward the full replacement of IAS 39 and introduces new criteria for the classification and measurement of financial assets and liabilities and for the de-recognition from the financial statements of financial assets. In particular for financial assets the new standard utilizes a single approach based on the management method of financial instruments and on the contractual cash flow characteristics of the financial assets in order to determine the measurement criteria, replacing the various rules established by IAS 39. According to the new standard these changes must be recorded to Other comprehensive profits and losses and no longer transferred to the income statement. The standard is effective for annual periods beginning on or afterJanuary 1, 2015.
IFRS 10 –Consolidated Financial Statements: published by the IASB in May 2011, it replaces SIC-12 Consolidation – Special Purpose Entities and parts of IAS 27 – Consolidated and Separate Financial Statements (subsequently reissued as IAS 27 – Separate Financial Statements which addresses the accounting treatment of investments in separate financial statements) and will govern the inclusion of investments in the separate financial statements. The new standard is based on existing standards, identifying control as the determining factor for the consolidation of a company in the consolidated financial statements of the parent company.
The standard is effective for annual periods beginning on or afterJanuary 1, 2013.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
IFRS 11 –Joint agreements: published by the IASB in May 2011 it replaces IAS 31 – Interests in joint ventures and SIC -13 – Jointly controlled entities – Non-monetary contributions by venturers. The new standard establishes the criteria for the classification of joint arrangements based on the rights and obligations of the agreements rather than on the legal form and establishes the net equity method as the only method to be applied to holdings in joint ventures in the consolidated financial statements.
The standard is effective for annual periods beginning on or afterJanuary 1, 2013. Following the issue of the new standard, IAS 28 – Investments in Associates has been amended to include accounting for investments in jointly-controlled entities in its scope of application (from the effective date of the standard).
IFRS 12 –Disclosure of interests in other entities: a new and complete standard on additional information to be provided on all types of investments, including those in subsidiaries, joint arrangements, associated companies, special purpose entities and other non consolidated vehicle companies.
The standard is effective for annual periods beginning on or afterJanuary 1, 2013.
IFRS 13 –Fair value measurement: published in May 2011 and clarifies how the fair value is calculated for the purposes of the financial statements and is applied to all IFRS standards which require or permit the calculation of the fair value or the presentation of information based on the fair value.
The standard is effective for annual periods beginning on or after January 1, 2013.
Amendment to IAS 32 –Financial Instruments: disclosure, to clarify the application of a number of criteria for the compensation of financial assets and liabilities present in IAS 32.
The amendment is effective for annual periods beginning on or after January 1, 2014.
Amendments to IFRS 7 –Financial Instruments: disclosure. The amendment requires information on the effects or potential effects of remuneration contracts on the financial assets and liabilities in the balance sheet.
The amendments are effective for annual periods beginning on or after January 1, 2013 and the information must be provided in retrospective manner.
On May 17, 2012, the IASB issued amendments to the IFRS’s (“Improvements to IFRS’s – 2009 -2011”) which will be effective for annual periods beginning on or after January 1, 2013 and applied in retrospective manner; the amendments which may affect the presentation, recognition and valuation of financial statement accounts are as follows – omitting however those which will result in only terminology changes or editing of existing standards with minimal effect in accounting terms or those which have effects on standards or interpretations not applicable to the Group:
• | | IAS 1 – Presentation of financial statements: the amendments clarify the presentation manner of comparative information in the case in which a business modifies its accounting principles or retrospectively restates or reclassifies information, and in the cases in which additional balance sheets are provided from those required by the standard; |
• | | IAS 16 – Property, plant and equipment: the amendment clarifies that spare parts and replacements must be capitalised only if fulfilling the definition of property, plant and machinery, otherwise they must be classified as Inventories; |
• | | IAS 32 – Financial Instruments: Presentation: the amendment eliminates an inconsistency between IAS 12 – Income Taxes and IAS 32 in the recognition of income taxes deriving from distributions to shareholders, establishing that these must be recognized to the income statement in the amount that the distribution relates to income generated from operations originally recognized to the income statement. |
On June 28, 2012, the IASB issued the document “Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests and Other Entities: Transition Guidance (Amendments to IFRS 10, IFRS 11 and IFRS 12)” which provides a number of clarifications and simplifications in relation to the transition requirements of IFRS 10, IFRS 11 and IFRS 12. The provisions are effective for annual periods beginning on or after January 1, 2013.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
No material effects on the group consolidated financial statements are expected from the future adoption of the above new standards.
Changes in the consolidation scope
The principal changes compared to the consolidated scope of the Consolidated Financial Statements at December 31, 2011 are as follows:
| • | | The incorporation of the company Marazzi Group F.Z.E. in Dubai; |
| • | | The incorporation of the company Marazzi Manhattan LLC in the United States; |
| • | | The incorporation of the company KeramaSpb in Russia; |
| • | | The incorporation of the company Kerampromservice in the Ukraine. |
Operations of the subsidiary Marazzi Canada Inc. began following the start-up of specific agency contracts at the beginning of January 2012. On July 5, 2012 the Russian subsidiary Welor ZAO was renamed KM Group.
There were no other significant changes in the consolidation scope compared to the Consolidated Financial Statements at December 31, 2011.
Exchange rates
The exchange rates utilized for the conversion are as follows:
Table 2.10 Period-end rates (balance sheet accounts)
| | | | | | | | |
(currency/Euro) | | 30.09.2012 | | 31.12.2011 | |
Europe | | | |
Russian Rouble | | 40.14 | | | 41.77 | |
Ukrainian Hryvna | | 10.44 | | | 10.37 | |
| |
North America | | | |
Canadian Dollar | | 1.27 | | | 1.32 | |
US Dollar | | 1.29 | | | 1.29 | |
| |
Asia | | | |
UAE Dirham | | 4.75 | | | 4.75 | |
Chinese Renminbi | | 8.13 | | | 8.16 | |
Japanese Yen | | 100.37 | | | 100.20 | |
Average rate for the period (income statement accounts)
| | | | | | | | |
| | |
(currency/Euro) | | 9M 2012 | | | 9M 2011 | |
Europe | | | | | | | | |
Russian Rouble | | | 39.80 | | | | 40.48 | |
Ukrainian Hryvna | | | 10.31 | | | | 11.21 | |
| | |
North America | | | | | | | | |
Canadian Dollar | | | 1.28 | | | | not applicable | |
US Dollar | | | 1.28 | | | | 1.41 | |
| | |
Asia | | | | | | | | |
UAE Dirham | | | 4.71 | | | | not applicable | |
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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| | | | | | | | |
Chinese Renminbi | | | 8.11 | | | | 9.14 | |
Japanese Yen | | | 101.70 | | | | 113.29 | |
2. Contents and principal changes
2.1 Cash and cash equivalents
The breakdown of this account is shown in the following table:
Table 2.11
| | | | | | | | |
Cash and cash equivalents | | 30.09.2012 | | | 31.12.2011 | |
Bank and postal accounts | | | 38,752 | | | | 62,389 | |
Liquidity from other financial institutions | | | 1,166 | | | | 2,272 | |
Cheques | | | 621 | | | | 382 | |
Cash in hand and similar | | | 184 | | | | 111 | |
Total | | | 40,723 | | | | 65,154 | |
The changes in liquidity are illustrated in the attached Cash Flow Statement.
2.2 Trade receivables
The breakdown of this account is shown in the following table:
Tabel 2.12
| | | | | | | | |
Trade receivables | | 30.09.2012 | | | 31.12.2011 | |
Trade receivables – third parties | | | 180.981 | | | | 166,629 | |
Trade receivables from associated and related companies | | | 6.847 | | | | 7,655 | |
Doubtful debt provision | | | (18.947 | ) | | | (19,472 | ) |
Total | | | 168,881 | | | | 154,812 | |
The receivables from related parties are principally from the associated company Tempini S.p.A. (“Tempini”) and relate to commercial transactions at market conditions.
The carrying value of trade receivables, net of the doubtful debt provision, approximates their fair value.
2.3 Inventories
The final inventories are made up as follows:
Table 2.13
| | | | | | | | |
Inventories | | 30.09.2012 | | | 31.12.2011 | |
Raw materials | | | 63,669 | | | | 55,552 | |
Semi-processed products | | | 12,172 | | | | 10,194 | |
Finished products | | | 220,783 | | | | 197,662 | |
Total | | | 296,624 | | | | 263,408 | |
The amounts are reported net of the inventory obsolescence provision, which overall totals Euro 29,316 at September 30, 2012 (Euro 27,149 at December 31, 2011).
Following the stock containment actions carried out in previous years inventory levels began to grow again due to the increase in finished product inventories at the Italian, Spanish – and particularly – the Russian business unit’s to support growing sales volumes.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.4 Other current assets
The breakdown of this account is shown in the following table:
Table 2.14
| | | | | | | | |
Other current assets | | 30.09.2012 | | | 31.12.2011 | |
VAT and other tax receivables | | | 22,141 | | | | 20,216 | |
Other current receivables | | | 6,837 | | | | 4,043 | |
Advances to suppliers | | | 4,324 | | | | 3,816 | |
Other | | | 4,225 | | | | 5,619 | |
Total | | | 37,527 | | | | 33,694 | |
The book value of the other current assets approximates their fair value.
2.5 Current financial assets
The breakdown of this account is shown in the following table:
Table 2.15
| | | | | | | | |
Current financial assets | | 30.09.2012 | | | 31.12.2011 | |
Short-term financial receivables | | | 11,069 | | | | 11,691 | |
Total | | | 11,069 | | | | 11,691 | |
The subsidiary Marazzi Group S.p.A., as the Central Coordinator of the securitization operation under the new structure put in place from July 2009, maintains an interest-earning deposit at the Italian branch of the banking counterparty for the operation. This deposit, which is updated monthly based on the principal operation parameters, totaled Euro 7.9 million at September 30, 2012 (Euro 8.5 million at December 31, 2011). It acts as a guarantee of any subsequent adjustments in the nominal value of the receivable ceded following credit notes, commercial discounts etc., and of the risk on the assets (so-called commingling) relating to collections on behalf of the counterparty. As the securitization programme concerns without recourse receivable factoring, the guarantee does not cover the risk of insolvency of debtors ceded. This amount was recorded under short-term financial receivables.
In conjuction of Fintiles Group’s securitization credit facility, at September 30, 2012, the originators assigned receivables amounting to Euro 66.9 million.
No loans were granted to members of the Board of Directors, or supervision committees of the Parent Company.
The book value approximates the relativefair value.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.6 Property, plant and equipment
The historic cost, accumulated depreciation and net book value of Property, plant and equipment as of September 30, 2012 and December 31, 2011 are detailed below:
Table 2.16
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PROPERTY, PLANT & EQUIPMENT | | Land | | | Buildings, quarries and light constructions | | | Plant and machinery | | | Commercial and industrial equipment | | | Other tangible assets | | | Assets in progress and advances | | | Total | |
Historic cost at 31.12.2011 | | | 119,371 | | | | 255,626 | | | | 726,419 | | | | 47,921 | | | | 4,758 | | | | 27,699 | | | | 1,181,794 | |
Write-down provision at 31.12.2011 | | | | | | | | | | | (439 | ) | | | | | | | | | | | | | | | (439 | ) |
Accum. dep. at 31.12.2011 | | | | | | | (87,107 | ) | | | (538,729 | ) | | | (38,728 | ) | | | (4,361 | ) | | | | | | | (668,925 | ) |
Net value at 31.12.2011 | | | 119,371 | | | | 168,519 | | | | 187,251 | | | | 9,193 | | | | 397 | | | | 27,699 | | | | 512,430 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Historic cost at 30.09.2012 | | | 119,380 | | | | 267,445 | | | | 760,695 | | | | 47,740 | | | | 4,722 | | | | 35,853 | | | | 1,235,835 | |
Write-down provision at 30.09.2012 | | | | | | | (19 | ) | | | (1,005 | ) | | | (1 | ) | | | | | | | | | | | (1,025 | ) |
Accum. dep. at 30.09.2012 | | | | | | | (94,284 | ) | | | (564,436 | ) | | | (39,442 | ) | | | (4,329 | ) | | | | | | | (702,491 | ) |
Net value at 30.09.2012 | | | 119,380 | | | | 173,142 | | | | 195,254 | | | | 8,297 | | | | 393 | | | | 35,853 | | | | 532,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investments for the period amounted to Euro 56.5 million.
In particular, within the Italian business unit investments amounted to Euro 22.3 million and particularly related to the improved efficiency of existing plant. In Russia, investments amounted to Euro 23.3 million and principally concerned the building of the first porcelain production line in Orel; in the United States of America (“USA”) and Spain investments respectively totaled Euro 6.0 million and Euro 3.1 million.
The impairment test carried out in accordance with IAS 36 at December 31, 2011 on the Group Cash Genereting Unit’s, corresponding to the Group business units, did not highlight any impairment loss. As there were no indicators of a possible impairment at September 30, 2012 compared to the previous evaluation, it was not necessary to carry out a new impairment test. In particular, notwithstanding its results below expectations, no impairment losses are expected for the assets of Hatria S.p.A. since the Group Directors believes that the key figures reflected in the business plan used for the 2011 impairment test are substantially confirmed.
2.7 Investment property
The historic cost, accumulated depreciation and the net book value of investment property at September 30, 2012 and December 31, 2011 are detailed in the following table:
Table 2.17
| | | | |
Investment property | | | |
Historic cost at 31.12.2011 | | | 4,768 | |
Accumulated depreciation at 31.12.2011 | | | (15 | ) |
Net value at 31.12.2011 | | | 4,753 | |
| | | | |
Historic cost at 30.09.2012 | | | 4,768 | |
Accumulated depreciation at 30.09.2012 | | | (5 | ) |
Net value at 30.09.2012 | | | 4,763 | |
| | | | |
This account principally refers to the land owned by the subsidiary Marazzi Iberia S.A., recognized at cost, which substantially approximates its fair value.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.8 Intangible assets
The historic cost, accumulated amortization and the net value of Other intangible assets as at September 30, 2012and December 31, 2011 are detailed in the following table:
Table 2.18
| | | | | | | | | | | | | | | | |
OTHER INTANGIBLE ASSETS | | Brands | | | EDP and Software | | | Other | | | Total | |
Historic cost at 31.12.2011 | | | 29,668 | | | | 29,888 | | | | 15,974 | | | | 75,530 | |
Write-down provision at 31.12.2011 | | | | | | | | | | | (221 | ) | | | (221 | ) |
Accumulated amortization at 31.12.2011 | | | (23,216 | ) | | | (12,667 | ) | | | (8,261 | ) | | | (44,144 | ) |
Net value at 31.12.2011 | | | 6,452 | | | | 17,221 | | | | 7,492 | | | | 31,165 | |
| | | | | | | | | | | | | | | | |
Historic cost at 30.09.2012 | | | 29,991 | | | | 32,276 | | | | 17,770 | | | | 80,037 | |
Write-down provision at 30.09.2012 | | | | | | | | | | | (265 | ) | | | (265 | ) |
Accumulated amortization at 30.09.2012 | | | (21,719 | ) | | | (16,225 | ) | | | (11,154 | ) | | | (49,098 | ) |
Net value at 30.09.2012 | | | 8,272 | | | | 16,051 | | | | 6,351 | | | | 30,674 | |
| | | | | | | | | | | | | | | | |
The increase in the account EDP and software is attributable to the investments made in Italy for new management software which will gradually be adopted by all the Group companies.
The account Brands principally refer to the allocation of the difference between the value recognized in 2005 and the book value of the WelorKerama Group of Euro 8,535.
In relation to the account Others, in the first nine months of 2012 costs were capitalized of Euro 1.8 million (Euro 2.0 million in 2011) relating to specific projects for new product lines for which the technical and commercial feasibility was determined as well as the economic return on the investment.
2.9 Goodwill
The account amounts to Euro 3,497 at September 30, 2012 and Euro 3,497 at December 31, 2011. The amount includes:
| • | | Euro 2,125 derives from the acquisition of Mix Ceramiche S.p.A., a subsidiary since 2000 and from January 1, 2011 merged into the subsidiary Marazzi Group S.p.A.; following this acquisition, the Group was able to complete its product range with different formats; |
| • | | Euro 1,372, from gains, compared to the fair value of assets and liabilities, paid on the acquisition of the remaining share of 50% of the company Tekma Srl, operating in the assembly and installation of elevated floors and large surface area facades, in April 2008; this value is entirely allocated to the strategic potential of this specific activity, within the long-term development plans of the Group. |
As indicate above, under the procedure established by IAS 36, the impairment test carried out at December 31, 2011 on the goodwill of the Italian business unit did not highlight any losses. As there were no indicators of a possible loss in value at September 30, 2012 compared to the previous evaluation, it was not necessary to carry out a new impairment test.
2.10 Non-currentfinancialassets
Table 2.19
| | | | | | | | |
Non-current financial assets | | 30.09.2012 | | | 31.12.2011 | |
Long-term financial receivables | | | 1,277 | | | | 0 | |
Total | | | 1,277 | | | | 0 | |
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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The long term financial receivables comprise loans and receivables for assets granted under finance leases by the Russian subsidiary companies to third parties.
2.11 Investments valued under the equity method
The changes in the investments accounted for under the equity method in the first nine months of 2012 were as follows:
Table 2.20
| | | | |
Equity investments valued at equity | | | |
Net value at 31.12.2011 | | | 17,754 | |
Share of profits/losses valued at NE | | | (3,647 | ) |
Net value at 30.09.2012 | | | 14,107 | |
The losses deriving from the equity valuation of holdings relate for Euro 3.4 million to Tempini and Euro 0.2 million to FinmillS.r.l..
The net book value of the investment in Tempini, stated in accordance with the equity method, exceeds the corresponding share of net equity of the associated company by about Euro 10 million. Despite the uncertainties related to the real estate market and to the financial difficulties which Tempini is currently facing, the Group Directors believe that the investment in Tempini still represent a strategic asset for the group as an important driver for sales in the North Italian market. As a consequence, notwithstanding the above mentioned uncertainties, the investment has been evaluated as part of the cash generating unit “Italy” which includes all the Italian operations of the Group in the tile segment and the related assets. The last available impairment test as of December 31, 2011 didn’t required any write-down of these assets.
2.12 Other investments
The changes in the “Other investments” in the first nine months of 2012 were as follows:
Table 2.21
| | | | |
Other investments | | | |
Net value at 31.12.2011 | | | 1,762 | |
Share of profits/losses recorded directly to NE | | | (6 | ) |
Write-downs | | | (14 | ) |
Currency changes | | | (1 | ) |
Net value at 30.09.2012 | | | 1,741 | |
2.13 Other non-current assets
The other non-current assets consist of:
Table 2.22
| | | | | | | | |
Other non-current assets | | 30.09.2012 | | | 31.12.2011 | |
Deposits and other assets | | | 3,315 | | | | 3,452 | |
Non-current receivables | | | 23 | | | | 0 | |
Total | | | 3,338 | | | | 3,452 | |
The book value of the above receivables approximates their fair value.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.14 Assets held-for-sale
The movements in assets held-for-sale and related liabilities were as follows:
Table 2.23
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 31.12.2011 | | | Increases | | | Write- down/ Revaluation | | | Sales | | | Currency Diff. | | | 30.09.2012 | |
Buildings | | | 7,294 | | | | 363 | | | | (564 | ) | | | (1,037 | ) | | | | | | | 6,056 | |
Commercial, logistical and other: | | | | | | | | | | | | | | | | | | | | | | | | |
- Alsace Logistic | | | 1,600 | | | | | | | | (11 | ) | | | | | | | | | | | 1,589 | |
Other assets | | | 7,496 | | | | | | | | (750 | ) | | | | | | | (32 | ) | | | 6,714 | |
Total Assets | | | 9,096 | | | | | | | | (761 | ) | | | 0 | | | | (32 | ) | | | 8,303 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets held-for-sale | | | 16,390 | | | | 363 | | | | (1,325 | ) | | | (1,037 | ) | | | (32 | ) | | | 14,359 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other liabilities | | | 1,106 | | | | 36 | | | | | | | | | | | | (7 | ) | | | 1,135 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities relating to assets held-for-sale | | | 1,106 | | | | 36 | | | | 0 | | | | 0 | | | | (7 | ) | | | 1,135 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net assets held-for-sale | | | 15,284 | | | | 327 | | | | (1,325 | ) | | | (1,037 | ) | | | (25 | ) | | | 13,224 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
The account Buildings held-for-sale amount to Euro 6,056 and includes properties acquired through exchanges, also with related parties, held exclusively for subsequent sale. In consideration of the continued property market crisis, the negotiations for the sale of these buildings were put on hold; despite this they have been maintained as assets held-for-sale, although the 12-month period has elapsed, in that these assets will be exclusively realized through sale as soon as market conditions allow.
The account Other assets concerns, as in the previous year, the book value of a number of assets held by a subsidiary company which manages a clay quarry in the Ukraine. The company operations are currently suspended, awaiting the result of negotiations concerning its sale. In 2011 and in the initial months of 2012, although a non-binding agreement was signed confirming the intention of the parties to proceed in the negotiations, the final sale has not yet been concluded. The deadline for the drawing up of the final contract was extended to the end of 2012 and the Directors maintained the presentation of the above-stated assets as held-for-sale in accordance with IFRS 5.
The agreement currently under discussion establishes for the realisation of the book value of the assets recorded to the condensed consolidated financial statements through the sales price and, particularly, future savings related to the contemporaneous signing of a clay supply contract for the coming 9 years at prices already fixed. The Directors are seeking to establish better conditions for the agreement, also considering an alternative possibility which would see the recommencement of quarry operations in a more integrated manner with the operations of the Group in Russia. The Directors – although with uncertainties surrounding the outcome of the negotiations in progress and concerning the estimates valuing the future benefits expected – does not consider that indicators are currently in place to suggest the need for a further significant write-downs of the book value of the above-stated assets.
2.15 Short-term loans
Short-term loans are analyzed as follows:
Table 2.24
| | | | | | | | |
Short-term loans | | 30.09.2012 | | | 31.12.2011 | |
Payables to banks | | | 15,681 | | | | 15,971 | |
Funding from other financial institutions | | | 1,342 | | | | 0 | |
Other financial payables | | | 39 | | | | 0 | |
Total | | | 17,062 | | | | 15,971 | |
The book value of the above payables approximates their fair value.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.16 Current financial liabilities
The composition of the current financial liabilities is shown below:
Table 2.25
| | | | | | | | |
Current financial liabilities | | 30.09.2012 | | | 31.12.2011 | |
Fair value forward currency hedge derivative instruments | | | 0 | | | | 185 | |
Interest Rate Swap (“IRS”) hedging derivative instruments | | | 6,355 | | | | 6,545 | |
Total | | | 6,355 | | | | 6,730 | |
The derivative financial instruments at September 30, 2012 are undertaken to hedge the interest rate risk and in line with Group policy; these derivative operations offset the interest rate risk concerning the debt exposition at variable interest rates of the Group. The Interest Rate Swaps subscribed entail – at each given maturity – an exchange of interest payments, calculated on a notional reference value, at agreed rates. The IRS effect of the derivatives is to transform the underlying liability at a variable rate into a liability at a fixed rate.
Tests were made on the effectiveness of the IRS derivatives at the designation date of the hedge (projection tests) and at each subsequent quarter (projection and retrospective tests) as per IAS 39, utilising the “assumed perfect hedge derivative method”. The effectiveness test was positive.
2.17 Trade payables
Table 2.26
| | | | | | | | |
Trade payables | | 30.09.2012 | | | 31.12.2011 | |
Trade payables – associated companies and related parties | | | 1,218 | | | | 2,156 | |
Trade payables – third parties | | | 146,924 | | | | 137,136 | |
Payables for asset purchases | | | 34,616 | | | | 37,569 | |
Total | | | 182,758 | | | | 176,861 | |
The book value of the above payables approximates their fair value.
At September 30, 2012 trade payables increased overall by Euro 5.9 million, primarily within the ceramic tile sector.
2.18 Income tax payables
The composition is as follows:
Table 2.27
| | | | | | | | |
Taxes payable | | 30.09.2012 | | | 31.12.2011 | |
Taxes payable | | | 7,268 | | | | 2,579 | |
Total | | | 7,268 | | | | 2,579 | |
The increase in the first nine months of 2012 of Euro 4.7 million is strictly related to the timing of payment dates for income taxes.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.19 Other current liabilities
The breakdown of the account “Other current liabilities” is detailed below:
Table 2.28
| | | | | | | | |
Other current liabilities | | 30.09.2012 | | | 31.12.2011 | |
Other payables | | | 7,834 | | | | 7,344 | |
Employee payables | | | 29,181 | | | | 19,654 | |
Social security institutions | | | 2,934 | | | | 6,432 | |
Current taxes (excluding corporation tax) | | | 11,330 | | | | 8,733 | |
Total | | | 51,279 | | | | 42,163 | |
The book value of the above payables approximates their fair value.
2.20 Provisions for risks and charges
The movements are detailed in the following table:
Table 2.29
| | | | | | | | |
Provisions for risks and charges | | 30.09.2012 | | | 31.12.2011 | |
Provisions for risks and charges | | | 5,784 | | | | 8,963 | |
Total | | | 5,784 | | | | 8,963 | |
At September 30, 2012 the account included mainly the provision for restructuring charges to be incurred principally for the personnel reorganisation (Euro 1.1 million), contractual risk charges (Euro 0.5 million) and provisions for current dispute risks (Euro 2.5 million).
The reduction in the first nine months of 2012 of Euro 3.1 million is substantially due to utilizations and is described below.
The restructuring charges provision concerns charges for restructuring begun in previous years.
The Group recognizes costs related to potential liabilities when the loss is likely and the amount can be reasonably determined.
It is the opinion of the Directors that the final outcome of the current and potential litigation within the course of business activity, which is not currently foreseeable, will not have a significant effect on the Group’s condensed consolidated financial statements.
The movements in the risks and charges provision in the first nine months 2012 were as follows:
Table 2.30
| | | | |
Provisions for risks and charges | | | |
Net value at December 31, 2011 | | | 8,963 | |
Provisions | | | 396 | |
Utilizations | | | (3,575 | ) |
Net value at September 30, 2012 | | | 5,784 | |
The utilizations of the restructuring, contractual/dispute risks and future charges provisions at September 30, 2012 amounted respectively to Euro 1.5 million, Euro 1.5 million and Euro 0.5 million.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.21 Long-term loans
The following table reports the utilization of the various long-term loans:
Table 2.31
| | | | | | | | |
Long-term loans | | 30.09.2012 | | | 31.12.2011 | |
Loans in Euro: | | | | | | | | |
Loans repayable from 2012 to 2017, at variable rates | | | 574,528 | | | | 563,554 | |
Loans repayable from 2012 to 2022, at fixed rates, subsidised by the Government | | | 5,628 | | | | 1,897 | |
Total | | | 580,156 | | | | 565,451 | |
| | |
Loans in Roubles: | | | | | | | | |
Loans repayable up to 2016, at variable rates | | | 41,481 | | | | 44,275 | |
Lease payments for the acquisition of tangible fixed assets | | | 0 | | | | 44 | |
Total | | | 41,481 | | | | 44,319 | |
| | |
Loans in US Dollars: | | | | | | | | |
Revolving loans repayable by 2016 at a variable rate | | | 2,320 | | | | 11,593 | |
Total | | | 2,320 | | | | 11,593 | |
| | |
Loans in Yen: | | | | | | | | |
Variable rate loans | | | 165 | | | | 206 | |
Total | | | 165 | | | | 206 | |
| | |
Total long-term payables | | | 624,122 | | | | 621,569 | |
Less current portion | | | (40,665 | ) | | | (65,029 | ) |
Long-term portion | | | 583,457 | | | | 556,540 | |
The changes in the year are illustrated in the Cash Flow Statement attached.
The long-term value of the loans in the accounts is not materially different from their fair value.
At September 30, 2012, the Group reports “committed” unutilized medium-term credit lines of approx. Euro 176.2 million equivalent.
The exposure to the interest rate risk, relating to variable interest rate loans in Euro as per the table, was offset through interest rate swap contracts which converts the variable rate to fixed rate for a total notional amount of Euro 340 million with commencement dates from 2007 and 2011 and maturity dates from 2012 to 2016.
2.22 Non-current financial liabilities
The non-current financial liabilities, amounting to Euro 13,003, are shown in the table below:
Table 2.32
| | | | | | | | |
Non-current financial liabilities | | 30.09.2012 | | | 31.12.2011 | |
IRS hedging derivative instruments | | | 13,003 | | | | 12,079 | |
Total | | | 13,003 | | | | 12,079 | |
For a more detailed analysis reference should be made to the comments at point 2.16 “Current financial liabilities”.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
2.23 Post-employment benefits
The table below shows the composition of the employee benefits at September 30, 2012 and December 31, 2011.
Table 2.33
| | | | | | | | |
Post-employment benefits | | 30.09.2012 | | | 31.12.2011 | |
Employee leaving indemnity (Italy) | | | 13,691 | | | | 14,081 | |
Retrait e Medaille du Travail (France pension/service bonus) | | | 804 | | | | 696 | |
Total | | | 14,495 | | | | 14,777 | |
The average number of employees per category is shown in the following table:
Table 2.34
| | | | | | | | |
Category | | 9M 2012 | | | 9M 2011 | |
Executives | | | 99 | | | | 104 | |
Managers & white-collar | | | 2,315 | | | | 2,247 | |
Blue collar | | | 3,878 | | | | 3,782 | |
Total | | | 6,292 | | | | 6,133 | |
The overall number of personnel did not change significantly compared to the same period of 2011 (+2.6%).
2.24 Other non-current liabilities
The breakdown of this account is shown in the following table:
Table 2.35
| | | | | | | | |
Other non-current liabilities | | 30.09.2012 | | | 31.12.2011 | |
Payables for asset purchases | | | 26,884 | | | | 17,231 | |
Other liabilities | | | 461 | | | | 452 | |
Total | | | 27,345 | | | | 17,683 | |
The payables for asset purchases relates to investments made in recent years principally by the Italian, Russian and American companies of the Group and provide for extended payment terms. The increase in the period is related to the increase in the non-current portion of payables for the purchase of assets in Russia and the USA.
The book value of the above positions approximates their fair value.
2.25 Provisions for risks and charges
The breakdown of this account is shown in the following table:
Table 2.36
| | | | | | | | |
Provisions for risks and charges | | 30.09.2012 | | | 31.12.2011 | |
Provision for agents leaving indemnity | | | 3,078 | | | | 2,768 | |
Provision for other risks | | | 1,529 | | | | 2,047 | |
Provision for tax risks | | | 83 | | | | 333 | |
Restoration provision | | | 0 | | | | 36 | |
Total | | | 4,690 | | | | 5,184 | |
The Group recognizes costs related to potential liabilities when the loss is considered probable.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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The agents leaving indemnity relates to a number of Italian companies.
The account “Provision for other risks” primarily relates to estimated liabilities deriving from pending disputes initiated by social security institutions for worker’s compensation.
The subsidiary Marazzi Group S.p.A. in 2006 was subject to a general inspection by the Italian Finance Police for the tax years 2003, 2004 and 2005. For the years 2003 and 2004 all cases were closed in 2009 through the agreed settlement procedure, while for the year 2009 the Tax Agency issued an Assessment on December 1, 2008 for a payment of Euro 1.1 million, against which the Parent Company appealed, claiming the correctness of its returns. Meanwhile, on July 7, 2009, a request for payment was received of Euro 1.2 million (including penalties), with an additional Euro 0.3 million requested in 2010. The amount was paid on a provisional basis while awaiting the outcome of the appeal and recognized as a receivable in the “Other current assets” account.
In the first half of 2011, the subsidiary Marazzi Group S.p.A. was subject to a general inspection by the Tax Agency, Regional Centre of Emilia Romagna Large Contributions Office, for the 2007 tax year. The inspection was concluded with the preparation of a Formal Written Notice on April 29, 2011. Following the appeals concluding in May 2012, the company presented an agreed settlement procedure and on July 09, 2012 signed the relative settlement for a total including taxes, penalties and interest of Euro 852 thousand, to be paid in installments and fully provisioned in the accounts.
The Directors consider that from the conclusion of the above stated disputes, in addition to those from the fiscal years still open of the Parent Company and of the subsidiaries, no significant liabilities will be recorded to the condensed consolidated financial statements.
2.26 Liabilities related to assets held-for-sale
The account of Euro 1,135 (Euro 1,106 at December 31, 2011) relates to liabilities directly related to assets held-for-sale and commented upon at point 2.14 “Assets-held-for-sale”.
2.27 Share capital and reserves
The share capital amounts to Euro 10,789,497 and consists of 10,789,497 ordinary shares with a par value of Euro 1 each.
There were no movements in the number of shares in the first months of 2012. The changes in the shareholders’ equity are illustrated in the relative schedule. At September 30, 2012, the Parent Company and the companies of the Group did not hold any treasury shares.
2.28 Revenues
The Group operates mainly in the design, development, production and marketing of tiles, semi-finished products, raw materials and ancillary products.
In the first nine months of 2012 and 2011 net sales totaled Euro 649,933 and Euro 628,069 respectively, and can be broken down as follows:
Table 2.37
| | | | | | | | |
Revenues | | 9M 2012 | | | 9M 2011 | |
Tile sales | | | 601,878 | | | | 577,786 | |
Semi-finished and raw materials sales | | | 17,752 | | | �� | 20,628 | |
Sanitary sales | | | 16,887 | | | | 18,406 | |
Revenues for services and other | | | 13,416 | | | | 11,249 | |
Total | | | 649,933 | | | | 628,069 | |
Despite the economic environment outlined above, net sales for the Group of Euro 649.9 million increased by 3.5% (+0.9% at constant exchange rates), improving further on the first half of the year (increase of 2.5% and of 0.4% at constant exchange rates).
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
2.29 Cost of sales
The composition of cost of sales is shown in the following table:
Table 2.38
| | | | | | | | |
Cost of sales | | 9M 2012 | | | 9M 2011 | |
Raw materials purchases | | | 108,780 | | | | 101,900 | |
Parts and consumables | | | 18,391 | | | | 14,188 | |
Packaging | | | 23,995 | | | | 22,360 | |
Finished products purchases | | | 33,534 | | | | 47,744 | |
Energy purchases | | | 69,922 | | | | 59,963 | |
External processing and external production services | | | 16,637 | | | | 16,451 | |
Transport | | | 21,242 | | | | 23,296 | |
Labour costs and related charges | | | 84,136 | | | | 80,630 | |
Amortization & Depreciation | | | 39,522 | | | | 35,549 | |
Maintenance | | | 11,724 | | | | 10,232 | |
(Increase) decrease of inventory | | | (30,057 | ) | | | (24,236 | ) |
Rent and industrial equipment leasing | | | 1,080 | | | | 1,085 | |
Other | | | 15,407 | | | | 14,162 | |
Increases in fixed assets constructed internally | | | (5,991 | ) | | | (3,908 | ) |
Total | | | 408,322 | | | | 399,416 | |
2.30 Logistic expenses
The breakdown of this account is detailed in the following table:
Table 2.39
| | | | | | | | |
Logistic expenses | | 9M 2012 | | | 9M 2011 | |
Labour costs and related charges | | | 12,283 | | | | 12,599 | |
Amortization & Depreciation | | | 1,242 | | | | 751 | |
Internal transport | | | 9,658 | | | | 5,473 | |
Packing | | | 1,589 | | | | 1,812 | |
Other logistic costs | | | 7,814 | | | | 8,050 | |
Total | | | 32,586 | | | | 28,685 | |
The increase in the account “Internal transport” relates to the increase in the Russian market costs following the higher volumes produced and sold and the general increase in the cost of truck and rail transport. The account “Other logistic expenses” relates principally to warehouse rental (Euro 2.9 million) in the USA, Russia and Italy and for the residual part to other logistic services.
2.31 Selling costs
The breakdown of this account is detailed in the following table:
Table 2.40
| | | | | | | | |
Selling costs | | 9M 2012 | | | 9M 2011 | |
Labour costs and related charges | | | 36,475 | | | | 34,915 | |
Promotions and advertising | | | 34,761 | | | | 34,748 | |
Transport on sales | | | 14,657 | | | | 13,978 | |
Amortization & Depreciation | | | 1,949 | | | | 2,059 | |
Losses on receivables | | | 4,570 | | | | 4,615 | |
Other selling costs | | | 19,920 | | | | 18,110 | |
Total | | | 112,332 | | | | 108,425 | |
Labour costs increased due to the expanded workforce employed in Russia.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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The account “other selling costs” refers principally to the rental of commercial space in the USA and Russia (Euro 6.5 million), travel and sales representative expenses (Euro 6.1 million) and commercial services and consultancy (Euro 3.9 million). Write-downs on receivables of Euro 4.6 million have not changed significantly compared to the previous period.
2.32 General and administrative expenses
The breakdown of this account is detailed in the following table:
Table 2.41
| | | | | | | | |
General and administrative expenses | | 9M 2012 | | | 9M 2011 | |
Labour costs and related charges | | | 23,321 | | | | 21,733 | |
Duties and taxes (excluding corporation tax) | | | 2,956 | | | | 2,984 | |
Legal and administrative services | | | 3,904 | | | | 2,453 | |
Directors’ and auditors’ fees | | | 1,527 | | | | 1,171 | |
Amortization & Depreciation | | | 4,341 | | | | 4,789 | |
General and administrative insurances | | | 602 | | | | 630 | |
IT Expenses | | | 2,838 | | | | 2,576 | |
Telephone and postal expenses | | | 827 | | | | 790 | |
Other general and administration costs | | | 5,469 | | | | 4,846 | |
Total | | | 45,785 | | | | 41,972 | |
The labour cost component increase was substantially due to the increase in personnel and the emoluments of the Russian business unit.
2.33 Restructuring charges and asset write-downs
The restructuring charges and assets write-downs amount to Euro 2,757 in the first nine months of 2012 (Euro 4,655 in 9M 2011).
Table 2.42
| | | | | | | | |
Restructuring charges and asset write-downs | | 9M 2012 | | | 9M 2011 | |
Restructuring charges | | | 1,443 | | | | 4,073 | |
Write down of intangible and tangible investments | | | 1,314 | | | | 582 | |
Restructuring charges and asset write-downs | | | 2,757 | | | | 4,655 | |
The breakdown of this account at September 30, 2012 is detailed in the following table:
Table 2.43
| | | | | | | | |
(Euro thousands) | | 9M 2012 | | | 9M 2011 | |
Charges for employee reductions in the year | | | 854 | | | | 1,978 | |
Contractual charges | | | 401 | | | | 1,480 | |
Other charges | | | 188 | | | | 615 | |
| | | | | | | | |
Total Restructuring charges | | | 1,443 | | | | 4,073 | |
| | | | | | | | |
Fair value valuation of non-current assets held for sale | | | 1,314 | | | | 582 | |
Restructuring charges and asset write-downs | | | 2,757 | | | | 4,655 | |
The valuation at fair value of non-current assets held-for-sale concerns the impairment made at the lower between the book value and the fair value net of selling costs.
Restructuring charges of Euro 1.4 million principally relates to reduction of personnel charges (Euro 0.8 million) and contract charges (Euro 0.4 million).
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
2.34 Other income
The breakdown of this account is detailed in the following table:
Table 2.44
| | | | | | | | |
Other income | | 9M 2012 | | | 9M 2011 | |
Recharge of transport costs | | | 4,263 | | | | 4,800 | |
Other income | | | 5,365 | | | | 1,999 | |
Revenues from samples and displays | | | 906 | | | | 1,399 | |
Gains on sale of assets | | | 156 | | | | 1,240 | |
Other | | | 2,102 | | | | 1,008 | |
Total | | | 12,792 | | | | 10,446 | |
2.35 Other operating expenses
The breakdown of this account is detailed in the following table:
Table 2.45
| | | | | | | | |
Other operating expenses | | 9M 2012 | | | 9M 2011 | |
Provisions for various risks | | | 194 | | | | 284 | |
Other charges | | | 2,097 | | | | 1,266 | |
Non-recurring charges | | | 315 | | | | 58 | |
Loss on sale of assets | | | 98 | | | | 72 | |
Total | | | 2,704 | | | | 1,680 | |
2.36 Expenses by nature
The composition of expenses by nature is detailed in the following table:
Table 2.46
| | | | | | | | |
Expenses by nature | | 9M 2012 | | | 9M 2011 | |
Amortization and depreciation | | | 47,053 | | | | 43,148 | |
Labour costs | | | 156,215 | | | | 149,878 | |
Change in inventory | | | (30,057 | ) | | | (24,236 | ) |
Purchases | | | 250,219 | | | | 244,059 | |
Transport | | | 41,536 | | | | 38,522 | |
Promotional and advertising | | | 20,950 | | | | 20,549 | |
Commissions | | | 13,811 | | | | 14,199 | |
Other expenses | | | 102,002 | | | | 94,059 | |
Total | | | 601,729 | | | | 580,178 | |
Classified by type as follows:
Table 2.47
| | | | | | | | |
Expense category | | 9M 2012 | | | 9M 2011 | |
Cost of sales | | | 408,322 | | | | 399,416 | |
Logistic expenses | | | 32,586 | | | | 28,685 | |
Selling expenses | | | 112,332 | | | | 108,425 | |
General and administrative expenses | | | 45,785 | | | | 41,972 | |
Other charges | | | 2,704 | | | | 1,680 | |
Total | | | 601,729 | | | | 580,178 | |
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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2.37 Financial charges (income) and currency (gains)/losses
The breakdown of this account is detailed in the following table:
Table 2.48
| | | | | | | | |
Financial charges (income) | | 9M 2012 | | | 9M 2011 | |
Interest income from bank deposits | | | 1,016 | | | | 894 | |
Other financial income | | | 76 | | | | 55 | |
Financial income | | | 1,092 | | | | 949 | |
| | |
Borrowing costs on bank loans | | | 24,873 | | | | 25,882 | |
Financial component leaving indemnity | | | 375 | | | | 450 | |
Bank charges and amortized costs | | | 5,300 | | | | 5,524 | |
Financial charges | | | 30,548 | | | | 31,856 | |
| | |
Financial charges (income) | | | 29,456 | | | | 30,907 | |
| | | | | | | | |
Currency (gains)/losses | | | (1,418 | ) | | | 2,433 | |
| | | | | | | | |
Total | | | 28,038 | | | | 33,340 | |
| | | | | | | | |
Financial charges relate to short, medium, and long term debt obtained from credit and financial institutions. The financial charges are net of financial charges capitalised on investments made during the period of Euro 685 (Euro 236 in 2011) and relate to the Russian subsidiaries (average annual capitalisation rate 5.6%).
For further information, reference should be made to the previous paragraph 2.21.
Net currency gains of Euro 1,418 are reported (a loss of Euro 2,433 in the corresponding period); the improvement of Euro 3.8 million relates to net items realized for Euro 0.2 million and unrealized for Euro 3.6 million.
2.38 Share of charges/(income) from equity investments
Table 2.49
| | | | | | | | |
Share of income and charges | | 9M 2012 | | | 9M 2011 | |
Share of income | | | 0 | | | | (298 | ) |
Share of charges | | | 3,653 | | | | 210 | |
Total | | | 3,653 | | | | (88 | ) |
The charges deriving from the equity valuation of holdings relate for Euro 3.4 million to Tempini and Euro 0.2 million to FinmillS.r.l..
2.39 Income taxes
Income taxes in the third quarter of 2012 and 2011 are summarized below:
Table 2.50
| | | | | | | | |
(Euro thousands) | | 9M 2012 | | | 9M 2011 | |
Current taxes | | | 19,927 | | | | 16,096 | |
Deferred tax charge (income) | | | (1,403 | ) | | | (641 | ) |
Income taxes for the period | | | 18,524 | | | | 15,455 | |
The Group tax rate for 9M 2012 was 69.7% (75.6% in 9M 2011).
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Deferred tax assets and liabilities
The following table shows the deferred tax assets and liabilities at September 30, 2012 and December 31, 2011:
Table 2.51
| | | | | | | | |
Deferred tax assets and liabilities | | 30.09.2012 | | | 31.12.2011 | |
Deferred tax assets | | | 49,555 | | | | 43,942 | |
Deferred tax liability | | | (71,611 | ) | | | (67,236 | ) |
Total net deferred tax liabilities | | | (22,056 | ) | | | (23,294 | ) |
The deferred taxes reflect the net fiscal effect of the timing differences between the accounting and fiscal values of assets and liabilities.
The accounting of deferred taxes in the condensed consolidated financial statements was made considering the effective recoverability of the deferred tax assets.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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3 Earnings per share
The following table reports the result and the number of ordinary shares used for the calculation of the basic earnings per share, determined in accordance with IAS 33.
Table 2.52
| | | | | | | | |
| | 9M 2012 | | | 9M 2011 | |
Net profit attributed to the shareholders of the parent company | | | 7,192 | | | | 3,095 | |
Weighted average number of ordinary shares to calculate basic earnings per share | | | 10,789,497 | | | | 10,789,497 | |
Weighted average number of ordinary shares to calculate diluted earnings per share | | | 10,789,497 | | | | 10,789,497 | |
Basic earnings per share – Euro | | | 0.667 | | | | 0.287 | |
Diluted earnings per Share – Euro | | | 0.667 | | | | 0.287 | |
4 Transactions with related parties
Transactions with parent companies, associated companies (for transactions not eliminated on consolidation) and other related parties in the first nine months of 2012 are reported below:
Table 2.53
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TRANSACTIONS WITH RELATED PARTIES | | 30.09.2012 | | | 9M 2012 | | | 31.12.2011 | | | 9M 2011 | |
(Euro thousands) | | Rec. and other assets | | | Payables and other liabilities | | | Costs | | | Revenues | | | Rec. and other assets | | | Payables and other liabilities | | | Costs | | | Revenues | |
Associated companies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mineralbaveno S.r.l | | | | | | | 372 | | | | 817 | | | | | | | | | | | | 508 | | | | 873 | | | | | |
Tempini S.p.A. | | | 6,752 | | | | | | | | | | | | 2,139 | | | | 7,327 | | | | 23 | | | | | | | | 3,291 | |
Ravenna Mill srl | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total associated companies | | | 6,752 | | | | 372 | | | | 817 | | | | 2,139 | | | | 7,327 | | | | 531 | | | | 873 | | | | 3,291 | |
| | | | | | | | |
Other related parties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Regina Pacis S.p.A. | | | | | | | 721 | | | | 1,145 | | | | 11 | | | | | | | | 1,456 | | | | 1,209 | | | | 1 | |
Ab Keramica di Ante Bautovic | | | 86 | | | | | | | | | | | | 151 | | | | 30 | | | | | | | | | | | | 119 | |
Studio Graziosi | | | | | | | 125 | | | | 125 | | | | | | | | | | | | 167 | | | | 226 | | | | | |
Multinvest S.p.A. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sassuolo Sviluppo | | | | | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | 28 | |
Rosa Real Estate | | | | | | | | | | | | | | | 1 | | | | 189 | | | | | | | | | | | | 27 | |
Des ArtesS.r.l. | | | | | | | | | | | 61 | | | | 2 | | | | | | | | 2 | | | | 71 | | | | | |
Permira Associati SpA | | | | | | | | | | | 4 | | | | | | | | | | | | 16 | | | | 6 | | | | | |
Rosaria Marazzi | | | 9 | | | | | | | | | | | | | | | | 108 | | | | | | | | | | | | | |
Studio Ravà/Sisa | | | | | | | | | | | 12 | | | | | | | | | | | | 26 | | | | 23 | | | | | |
Total other related parties | | | 95 | | | | 846 | | | | 1,347 | | | | 165 | | | | 328 | | | | 1,667 | | | | 1,535 | | | | 175 | |
| | | | | | | | |
Total related parties | | | 6,847 | | | | 1,218 | | | | 2,164 | | | | 2,304 | | | | 7,655 | | | | 2,198 | | | | 2,408 | | | | 3,466 | |
The Parent Company and the subsidiary Marazzi Group S.p.A. in the first nine months of 2012 undertook the following transactions with related parties:
Rental contracts
The subsidiary Marazzi Group S.p.A. on March 13, 2001 (as lessee) signed a lease with Immobiliare Regina Pacis S.p.A (as lessor) regarding a plot of land utilized by the Company in Sassuolo. The
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
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Fintiles Group | | Interim Report Third Quarter 2012 |
contract had a duration of 1 year starting on January 1, 2001 and provides for automatic yearly renewal unless terminated by one of the parties with one month notice. Annual rental is Euro 723, plus VAT, and there is no provision for an automatic update based on the change of the ISTAT inflation index. There is no provision of a change in rent on the automatic renewal of the lease.
On May 24, 2005 the subsidiary Marazzi Group S.p.A. (as lessee) also signed a lease with Immobiliare Regina Pacis S.p.A (as lessor) regarding the real estate units at Sassuolo used by the Parent Company for production and offices. The leasing contract was for duration of 6 years (from May 24, 2005), and provides for automatic renewal for an additional six years unless terminated by the lessee with six months notice. The leasing contract does not provide any grounds for termination by the lessor.
The contract has been modified on various occasions. The annual rental charge is currently Euro 977 plus VAT, updated each year based on the ISTAT inflation index.
Consulting and service contracts
The following paragraphs report the Parent Company’s and the subsidiary Marazzi Group S.p.A.’s principal consultancy contracts and service contracts with related parties, stipulated at market conditions.
Studio Graziosi
In the first nine months of 2012, the subsidiary Marazzi Group S.p.A. recorded costs for legal/tax consulting provided by Studio Graziosi (of which Gian Battista Graziosi, a member of the Finceramica S.p.A. Board of Directors, is a partner) for a total of Euro 125.
Studio Ravà-Franzini commercialisti associati, SISA Sas
In the first nine months of 2012, the Ravà-Franzini Accountancy firm (in which Mr. Andrea Franzini a member of the Board of Directors of the Parent Company is involved), provided accountancy services to the Parent Company of a corporate and tax nature, directly or through its services company S.I.S.A Sas for an amount of Euro 12.
5 Significant non-recurring events and operations
There were no non-recurring significant events or operations in the first nine months of 2012.
(ALLAMOUNTSAREEXPRESSEDINTHOUSANDSOF EURO,EXCEPTWHEREOTHERWISEINDICATED)
29