Bolzoni SpA Interim Management Report at Interim Management Report. for the Bolzoni Group

Transcription

1 Interim Management Report for the Bolzoni Group at 30 September

2 INDEX Corporate offices pg. 3 Group activity pg. 5 Group structure pg. 6 Comments of the Directors on the Company s performance pg. 7 Accounting tables pg. 9 Explanatory notes on the Accounting Tables pg. 14 Declaration in compliance with art. 154-bis paragraph 2 of the Leg.Decree n 58 of 24/02/2002 pg. 17 2

3 Corporate offices Bolzoni SpA Interim Management Report at At the present date the assigned corporate offices are as follows: Board of Directors: Name and Surname Office Date appointed Emilio Bolzoni Chairman (Executive) 27 April 2012 Roberto Scotti C.E.O. 27 April 2012 Luigi Pisani Non executive director 27 April 2012 Franco Bolzoni Non executive director 27 April 2012 Davide Turco Non executive director 27 April 2012 Karl-Peter Staack Non executive director 27 April 2012 Pier Luigi Magnelli Non executive director 27 April 2012 Claudio Berretti Non executive director 27 April 2012 Paolo Mazzoni Non executive and independent director 27 April 2012 Raimondo Cinti Non executive and independent director 27 April 2012 Giovanni Salsi Non executive and independent director 27 April 2012 Board of Statutory Auditors: Name and Surname Office Appointed on Giorgio Picone Chairman 29 April 2010 Carlo Baldi Effective auditor 29 April 2010 Maria Gabriella Anelli Effective auditor 29 April 2010 Andrea Foschi Alternate auditor 29 April 2010 Guido Prati Alternate auditor 29 April 2010 Auditing Company: Deloitte & Touche S.p.A. Appointment valid until the approval of financial report for 2020 Internal control and Risk committee: Name and Surname Office Appointed on Giovanni Salsi Chairman 27 April 2012 Raimondo Cinti Councillor 27 April 2012 Pier Luigi Magnelli Councillor 27 April

4 Remuneration Committee: Name and Surname Office Appointed on Giovanni Salsi Chairman 27 April 2012 Pier Luigi Magnelli Councillor 27 April 2012 Raimondo Cinti Councillor 27 April 2012 Supervisory Board ex. DLgs 231/01 : Name and Surname Office Appointed on Raimondo Cinti Chairman 27 April 2012 Pier Luigi Magnelli Councillor 27 April 2012 Giovanni Salsi Councillor 27 April 2012 Nomination Committee: Name and Surname Office Appointed on Raimondo Cinti Chairman 27 April 2012 Pier Luigi Magnelli Councillor 27 April 2012 Giovanni Salsi Councillor 27 April

5 Group activity Bolzoni SpA Interim Management Report at For over sixty years the Bolzoni Group has been active in the design, production and distribution of lift truck attachments and industrial material handling equipment. The Company therefore operates in a segment with a close connection to logistics and to its global development. Today Bolzoni is present in over forty countries worldwide. It holds the leading position in the European market for lift truck attachments and is the second largest worldwide manufacturer in this sector. The Group offers a wide range of products utilized in the industrial material handling and, in particular, lift truck attachments, lifting platforms and forks for lift trucks. The following diagram shows the various locations of the Group companies throughout the world: Production sites Commercial subsidiary Associated company Indipendent distributor Meyer Group Exclusive Distributors 5

6 Group structure Bolzoni S.p.A. controls, either directly or indirectly, twenty-two companies, all included in the Group s consolidation area, and located in various countries worldwide. Eight of these companies (including the Parent and the recently incorporated, but not yet operational, Bolzoni Auramo Wuxi) are production plants situated in Italy, Germany, Finland, U.S.A. and China whereas fourteen companies have exclusively commercial and distributive activities, with the purpose of directly serving the principal logistics and material handling markets all over the world. Either through subsidiaries or associated companies, the Group is present in many countries which all together represent 80% of the specific world market. Bolzoni Spa Headquarters Italy Bolzoni Auramo AB Sweden Bolzoni Auramo GMBH Germany Auramo OY Finland Meyer Gmbh Germany Bolzoni Auramo Zoo Polska 60% Bolzoni Auramo Sarl France Bolzoni Auramo Ltd UK Auramo ZA South Africa 40% Bolzoni Holding Hong Kong 80% Bolzoni Auramo Shanghai China 60% Bolzoni Auramo SL Spain Bolzoni Auramo Inc USA Bolzoni Auramo Ltd Canada Bolzoni Auramo Srl Italy Bolzoni Auramo Wuxi China Bolzoni Huaxin China 60% Xin Huaxin China 20% Bolzoni Auramo BV Holland 51% Meyer Srl Italy Bolzoni Auramo Pty Australia Eurolift Pty Australia Meyer Sarl France Meyer Ltd UK Meyer OOO Russia 80% 6

7 Comments of the Directors on the Company s performance For easier reading, unless otherwise specified, figures are indicated in thousands of euros. Below are the main results of the Consolidated Financial Statement for the fthird quarter of 2012 compared to the same period of Comments to the figures are given after the tables Var. % Revenue 89,505 86, % Ebitda 7,997 7, % Ebit 3,806 3, % Result before tax 2,726 2, % Q Q Var. % Revenue 28,913 28, % Ebitda 2,762 2, % Ebit 1,274 1, % Result before tax 768 1, % Revenue On an annual basis, revenue has increased by 1.38% compared to the same quarter last year. It a small increase but undeniably it goes against the prevailing trend of the market where downward turns have been recorded in the main areas. Trends in the benchmark market and market shares To support the analysis on revenue, below we have indicated the trend recorded by our benchmark market, that is to say fork lift truck sales in various areas. The figures refer to sales in the first nine months of 2012 compared to the same period of the past year. - W. Europe % - N. America % - China % - World % So, a 3.37% growth comparable to a market which, on the whole, has recorded a 4.3% decrease, with Europe achieving an even lower -7.25%. There are no doubts therefore regarding the increase in market shares which has allowed us to defend last year s sales volumes in the third quarter too. Dollar exchange rate The exact exchange rate of the Dollar against the Euro which on was 1.29 has remained 1.29 at with an average exchange rate of At 30 September we have a positive result of 167,000 euros whereas for the same period in 2011 the result was a positive 143,000 euros. 7

8 EBITDA The following shows the trend in Ebitda during the two periods under examination: Q % Ebitda on turnover % 8.41% % Ebitda on turnover % 8.93% Comparing the two periods under examination, Ebitda has passed from 2,603,000 euros in third quarter 2011 to 2,762,000 euros in the third quarter Ebitda has therefore grown to 9.55% in the third quarter with a positive difference both compared to the same quarter last year and also to the previous quarter. The margin level has therefore been adequately defended even in a difficult market situation Result before tax The quarter closes with a profit before tax of 768,000 euros. In the third quarter of 2011 the profit before tax amounted to 1,188,000 euros. This decrease is basically due to the different impact of the exchange rate: positive 291,000 euros last year and negative 105,000 euros this year. On the whole, at profit before tax has increased by 7.11%, from 2,545,000 euros in 2011 to 2,726,000 euros in Balance sheet and financial position Re-classified Balance Sheet Net working capital 22,575 21,123 Net fixed capital 48,635 46,698 TFR and other provisions (5,268) (5,640) Net Invested Capital 65,942 62,181 Net financial position (24,948) (22,472) Net equity (40,994) (39,709) Shareholders equity and net financial position (65,942) (62,181) Cash flow statement Net financial position at the start of the period (22,472) Operating result 1,298 Variation in provisions (258) Variation in net working capital (2,563) Amortization 3,583 Investments (4,437) Dividends (1,039) Variations in net equity 803 Net financial position at the end of the period (25,085) The increase in exposure during the period under examination is as expected, also considering the investment in the pipeline in China. 8

9 CONSOLIDATED BALANCE SHEET at 30 September 2012 BALANCE SHEET / ASSETS Non-current assets Property, plant and equipment 29,927 25,138 Goodwill 10,618 10,618 Intangible fixed assets 3,226 6,169 Investments in associated companies assessed on N.E. 2,065 1,909 Financial assets Deferred tax assets 2,516 2,634 Total non-current assets 48,562 46,758 Current assets Inventory 21,962 19,999 Trade receivables 24,788 24,486 - of which relating to third parties Other receivables 805 2,034 Financial assets available for sale Cash and cash equivalent 5,800 6,716 Total current assets 53,651 53,519 TOTAL ASSETS 102, ,277 9

10 CONSOLIDATED BALANCE SHEET at 30 September 2012 BALANCE SHEET / GROUP NET EQUITY Share capital 6,498 6,498 Reserves 28,996 28,404 Result of the period 1,298 1,592 TOTAL GROUP NET EQUITY 36,792 36,494 NET THIRD PARTY EQUITY Capital, reserves and retained earnings 4,155 3,170 Result of the period (26) 45 TOTAL NET GROUP AND THIRD PARTY EQUITY 40,921 39,709 LIABILITIES Non-current liabilities Long term loans 13,200 16,113 - of which relating to third parties 1,843 2,344 T.F.R. provision (retirement allowance) 2,941 2,953 Deferred tax liability 1,422 1,550 Contingency and expenses provisions Liabilities for derivatives of which towards related parties Other long-term liabilities Total non-current liabilities 19,029 21,753 Current liabilities Trade payables 15,987 17,575 Payables to banks and current portion of long-term loans 17,422 13,419 - of which relating to third parties 4,530 5,306 Other payables 7,623 7,050 Liabilities for current tax Current portion of contingency provision Total current liabilities 42,264 38,815 TOTAL LIABILITIES 61,293 60,568 TOTAL NET EQUITY AND LIABILITIES 102, ,277 10

11 CONSOLIDATED INCOME STATEMENT AT 30 SEPTEMBER INCOME STATEMENT Var % / vs 2011 Net sales 89,505 86, % Other income 335 1,009 (66.80%) Total revenues 89,840 87, % Cost of raw material and purchased goods (40,748) (38,910) 4.72% Cost of services (16,322) (17,094) (4.52%) Personnel costs (24,393) (23,562) 3.53% Other operating costs (542) (685) (20.88%) Result of associates accounted for under N.E. 162 (68) N.R. EBITDA 7,997 7, % Depreciation and amortization (3,583) (3,776) (5.11%) Accruals and impairment losses (608) (193) N.R. EBIT 3,806 3, % Financial income and expenses (1,247) (909) 37.18% Gain or loss from foreign currency translation % Result before income tax 2,726 2, % Income tax (1,454) (1,209) (20.26%) Result for the period 1,272 1,336 (4.79%) CONSOLIDATED INCOME STATEMENT FOR THIRD QUARTER INCOME STATEMENT Var % Q Q / vs 2011 Net sales 28,913 28, % Other income (81.30%) Total revenues 28,982 28, % Cost of raw material and purchased goods (13,051) (12,994) 0.44% Cost of services (5,347) (5,634) (5.09%) Personnel costs (7,687) (7,429) 3.47% Other operating costs (157) (183) (14.21%) Result of associates accounted for under N.E. 22 (46) N.R. EBITDA 2,762 2, % Depreciation and amortization (1,212) (1,288) (5.90%) Accruals and impairment losses (276) (67) N.R. EBIT 1,274 1, % Financial income and expenses (401) (351) 14.25% Gain or loss from foreign currency translation (105) 291 N.R. Result before income tax 768 1,188 (35.35%) Income tax (547) (474) 15.40% Result for the period (69.05%) 11

12 STATEMENT OF COMPREHENSIVE INCOME AT 30 SEPTEMBER STATEMENT OF COMPREHENSIVE INCOME /000 Result for the period before tax (A) 1,272 1,336 Effective part of profit/(loss) on cash flow hedge (62) - Tax effect of cash flow hedge - - Profit/(loss) resulting from the conversion of financial reports of foreign companies 15 (9) Total Other profit/(loss) (B) (47) (9) Overall result before tax (A + B) 1,225 1,327 Attributable to: Group 25 (99) Third parties 1,250 1,228 NET FINANCIAL POSITION at 31 December 2011, at 30 June 2012 and at 30 September 2012 NET FINANCIAL POSITION A. Cash on hand B. Liquid funds 6,709 6,930 5,791 - of which towards Intesa-Sanpaolo D. LIQUID ASSETS 6,716 6,938 5,801 E. Financial credits F. Current bank debts (8,720) (12,602) (12,462) - of which towards Intesa-Sanpaolo (3,144) (3,816) (2,823) G. Current part of non-current indebtedness (4,699) (4,960) (4,960) - of which towards Intesa-Sanpaolo (2,162) (1,707) (1,707) I. CURRENT FINANCIAL INDEBTEDNESS (13,135) (17,266) (17,126) J. CURRENT NET FINANCIAL POSITION (6,419) (10,328) (11,325) Assets held to maturity K. Non-current financial debts (16,113) (14,075) (13,760) - of which towards Intesa-Sanpaolo (2,344) (2,086) (1,843) N. NON-CURRENT NET FINANCIAL POSITION (16,053) (14,075) (13,760) NET FINANCIAL POSITION (NET FINANCIAL INDEBTEDNESS) (22,472) (24,403) (25,085) - of which towards Intesa-Sanpaolo (7,094) (7,050) (5,391) 12

13 STATEMENT OF CHANGES IN CONSOLIDATED NET EQUITY for year ended 31 December 2011 and at 31 March 2012 Capital Share prem. res. Legal Reserve Cash flow hedge reserve Retained earnings Transl. diff. Year result Total N.E. for Group Minority interests Minor. Result Total Net Equity Balances at ,498 17,544 1,284-10, , ,511 Result for the period ,237 1, ,336 Other overall profit/loss Total overall profit/loss ,237 1, ,327 Allocation of net income Dividends Variation in consolid.area ,396-1,188 Others Balances at ,498 17,544 1,305-9, ,237 35,648 2, ,130 Balances at ,498 17,544 1, , ,592 36,494 3, ,709 Result for the period ,298 1, ,272 Other overall profit/loss Total overall profit/loss ,298 1, ,225 Result allocation , , Dividends , , ,088 Variation in consolid.area Other movements Balances at ,498 17,544 1, , ,298 36,792 4, ,921 13

14 EXPLANATORY NOTES SPECIFIC TO THIS INTERIM MANAGEMENT REPORT 1. Introduction The consolidated interim management report at 30 September 2012 has been drawn up in accordance with the contents of Appendix 3D of the Regolamento Emittenti (Italian regulations for Issuers). The same accounting standards adopted for the preparation of the consolidated financial statement for the Bolzoni Group at 31 December 2011 have also been applied, without any modification, to the preparation of this consolidated interim management report for quarter ended 30 September This report should be read together with the Consolidated Financial Statement for the Bolzoni Group at The result achieved at 30 September 2012 is not representative of the result the Group may achieve for the financial year ending 31 December The figures given in the following notes are expressed in thousands of euros, unless otherwise specified. 2. Segment information Information is given below on the secondary segment, that is to say, according to the geographical areas due to the fact that the primary segment of business is considered as a single segment, and the result of the segment coincides with that of the income statement. The geographical areas are: Europe, North America and Rest of World. Sales to external customers disclosed in geographical segments are based on the customers location. The following tables provide figures on the quarters ended on 30 September 2012 and 2011 according to the Group s geographical areas. 30Sept Revenue Group sales Revenue in contr. Gross oper. result Oper. result Finan. Income/ charges Value adjust. on finan. assets. Comp. results at NE Result before tax Europe 92,189 (23,658) 68,531 8,310 4, North America 16,691 (6,250) 10, (565) Rest of World 12,612 (2,079) 10,533 (377) (483) Items not allocated or adjusted (1,055) - - 2,726 Total 121,492 (31,987) 89,505 7,997 3,806 (1,055) , Sept Revenue Group sales Revenue in contr. Gross oper. result Oper. result Finan. Income/ charges Value adjust. on finan. assets. Comp. results at NE Result before tax Europe 90,324 (21,448) 68,876 7,181 3, (68) - North America 13,316 (4,997) 8, (135) Rest of World 10,569 (1,174) 9,395 6 (47) Items not allocated or adjusted (909) - - 2,545 Total 114,209 (27,619) 86,590 7,280 3,311 (909) - (68) 2,545 14

15 3. Interest bearing loans and borrowings Bolzoni SpA Interim Management Report at Actual interest rate % Maturity Short term Bank overdrafts On request Trade advances days 2,868 1,953 Advances on foreign business 4,700 1,000 Loans to subsidiaries 5,884 5,736 Euro 7,000,000 unsecured loan (1) Euribor Euro 4,500,000 unsecured loan (2) Euribor Euro 10,000,000 unsecured loan (3) Euribor ,453 1,710 Euro 6,000,000 mortgage loan (4) Euribor Euro 2,000,000 unsecured loan (5) Euribor ,422 13,419 Medium/long term Euro 1,500,000 unsecured loan (2) Euribor Euro 2,000,000 unsecured loan (3) Euribor Euro 2,000,000 unsecured loan (5) Euribor ,353 Euro 2,000,000 unsecured loan (3) Euribor ,250 Euro 6,000,000 unsecured loan (3) Euribor ,346 5,257 Euro 6,000,000 mortgage loan (4) Euribor ,094 4,526 Other loans 2,825 2,634 13,622 16,113 Bank overdrafts, advances subject to final payment and foreign advances Bank overdrafts, advances subject to final payment and foreign advances refer mainly to the Parent, the Spanish subsidiary and the two Italian subsidiaries. Foreign subsidiary loans Short term loans to foreign subsidiaries are: 0.5 million dollar loan obtained by the subsidiary Bolzoni Auramo Inc.; 0.4 million euro loan obtained by the subsidiary Bolzoni Auramo GmbH; 2.2 million euro loan obtained by the subsidiary Auramo OY; 2.7 million euro loan obtained by the subsidiary Meyer GmbH. 7,000,000 euro unsecured loans (1) The loans are unsecured and repayable in half-yearly instalments. 4,500,000 euro unsecured loans (2) The loans are unsecured and repayable in half-yearly instalments. 10,000,000 euro unsecured loans (3) The loans are unsecured and repayable in half-yearly instalments. 6,000,000 euro mortgage loans (4) The loans, secured by a mortgage on the property in Podenzano, are repayable in half-yearly instalments 2,000,000 euro unsecured loans (5) The loans are unsecured and repayable in half-yearly instalments. Other loans These consist of: 2.3 million euro loan obtained by subsidiary Meyer GmbH; 0.6 million euro loans obtained by other Group companies. All loans obtained by the subsidiary companies are secured by comfort letters given by the parent. 15

16 4. Financial risk management The main risk factors have not undergone any significant changes since the information given in the Consolidated Financial Statement at 31 December Events after 30 September 2012 There is news that our main US competitor Cascade Corp. based in Portland has been bought up by the Toyota Group. The operation foresees the acquisition of of the share capital and has been approved by the two Board of Directors. Other than the above, since 30 September 2012 and up to the present day, no other important events have occurred with a significant impact on the figures contained in this interim management report. Podenzano, November 13 th, 2012 On behalf of the Board of Directors The Chairman Emilio Bolzoni 16

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