BOZZA
Zignago Vetro SpA
Registered office: Fossalta di Portogruaro (VE), Via Ita Marzotto n. 8 Share Capital Euro 8,000,000 fully paid-in
Interim Directors’ Report:
- The Zignago Vetro SpA Group pag. 8
- Zignago Vetro SpA pag. 23
- The Consolidated Subsidiaries pag. 28
- Significant events after the end of the quarter pag. 46
- Outlook pag. 46
Consolidated Financial Statements:
- Consolidated Balance Sheet pag. 48
- Consolidated Income Statement pag. 49
- Comprehensive Consolidated Income Statement pag. 49
- Consolidated Cash Flow Statement pag. 50
- Statement of change in Shareholders’ Equity pag. 51
- Notes to the financial statements pag. 54
100% 100% 79% 30% 50% 100% 99.1% (*) (*) At December 31, 2011: 78.98%
ZIGNAGO VETRO SpA PRODUCTION AND SALE OF HOLLOW
GLASS CONTAINERS
VERRERIES BROSSE SAS
PRODUCTION AND SALE OF GLASS BOTTLES FOR LUXURY FRAGRANCES
BROSSE USA Inc.
DISTRIBUTION OF GLASS BOTTLES FOR LUXURY
FRAGRANCES
VETRI SPECIALI SpA
PRODUCTION AND SALES OF SPECIALITY HOLLOW
GLASS CONTAINERS
HUTA SZKŁA CZECHY S.A.
PRODUCTION AND SALE OF HOLLOW GLASS CONTAINERS
VETRECO Srl
TREATMENT AND SALE OF RECYCLED GLASS
Franco Grisan Paolo Nicolai - chairman
vice chairman Carlo Pesce
Nicolò Marzotto Andrea Felice Dalla Vecchia
CEO alternate members
Paolo Giacobbo (*) Alessandro Bentsik
Stefano Meneghini directors Lino Benassi Ferdinando Businaro Alberto Faggion Gaetano Marzotto Luca Marzotto Stefano Marzotto Maurizio Sobrero Giovanni Tamburi (*) appointed on April 28, 2011.
Internal Control Committee Management
Maurizio Sobrero Group deputy general manager and industrial director
Ovidio Dri Ferdinando Businaro
Luca Marzotto
chief financial officer and investor relations manager
Remuneration Committee Roberto Celot Stefano Marzotto
sales & marketing director
Lino Benassi Maurizio Guseo
Giovanni Tamburi
chief development director
Lead Independent Director Roberto Moretto Lino Benassi
Independent Audit Firm
for the period 2007 - 2015
THE ZIGNAGO VETRO GROUP
The Zignago Vetro Group operates in the production and marketing of high quality hollow glass containers prevalently for the Food and Beverage, Cosmetics and Perfumery and “Specialty Glass” sectors (highly customised glass containers in small batches, typically used for wine, liquors and oils).
The Zignago Vetro Group utilises a business-to-business model supplying containers to its clients, which are then used in their respective industrial activities. Specifically, in the Italian market, the Group is one of the leading producers and distributors of glass containers for the food and beverage sector, while at international level it has a strong market share in the cosmetics and perfumery and specialty glass sectors.
The Interim report as at March 31, 2012 and 2011, unaudited, was prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (“IASB”) and approved by the European Union in accordance with regulation No. 1606/2002 (“IFRS”).
In particular, the accounting principles and policies adopted for the preparation of the interim report to March 31, 2012 and 2011 are the same as those used for the consolidated annual accounts of the Zignago Vetro Group for the full year 2011. They have been consistently applied for all periods presented.
The Interim Report at March 31, 2012 and 2011 was prepared in accordance with Issuers’ Regulations No. 11971 of May 14, 1999 as supplemented.
Reference should be made to the Notes with regard to the accounting criteria and consolidation principles adopted.
Pursuant to CONSOB communication DEM 6064293 of July 28, 2006 and CESR recommendation 05/178-b on alternative performance indicators, we provide the following information:
- the net financial debt is defined by the Company as the sum of short-term financial payables, cash and cash equivalents and medium-long term financial payables. This net figure is the same as the net financial position as per CONSOB communication No. DEM/6064293 of July 28, 2006;
- for the purposes of monitoring its business, the Company, in addition to the normal performance measures established by IAS/IFRS, also considers other performance indicators useful that, although not specifically established by the aforementioned standards, are particularly important. Specifically, we have introduced the following indicators:
- Value of production: the Company defines this as the arithmetical sum of revenues and the change in finished product, semi-finished product, and work-in-progress inventories
- Value added: the Company defines this as the difference between value of production and raw materials consumed (purchase costs plus or minus the change in raw materials inventories and costs for outside services);
- EBITDA: the Company defines this as the difference between value added and payroll & employee benefit costs, including those of temporary workers;
- EBIT: the Company defines this as the difference between Ebitda and depreciation & amortisation of tangible assets plus provisions & write-downs, including allowance for bad debts;
- Operating profit: this performance measure is also contained in IFRS and is defined as the difference between EBIT and the net balance of non-recurrent operating costs and income. We point out that this latter item includes incidental income and costs, capital gains and losses on asset disposals, insurance indemnities, grants, and other minor positive and negative items;
- Free cash flow:the Company defines this as the sum of the operating cash flow generated from self financing and cash flow deriving from investment operations.
The figures reported in this Interim Report and in the related financial statements are expressed in thousands of Euro, if not otherwise indicated. The figures in the notes are shown in millions of Euro unless otherwise indicated.
* * *
The business areas in which Zignago Vetro Group operates are organised into Business Units, each of which corresponds to a legal entity. Given this, information concerning operating performance in the various business segments and geographical areas (segment reporting) is included in the illustration of the Financial Reporting data for each company and is an integral part of the interim directors’ report on operations.
The consolidation scope of the Zignago Vetro Group as at March 31, 2012 and 2011 and as at December 31, 2011 was as follows:
- Zignago Vetro SpA (parent company) - under the 100% line-by-line method:
- Verreries Brosse SAS and its subsidiary: - Brosse USA Inc.
- Huta Szkła “Czechy” S.A. (HSC SA) (with accounting effects as of the date of control: March 3, 2011).
- under the proportional line-by-line method for the shareholdings: - Vetri Speciali SpA
- Vetreco Srl
Events in the first three months of 2012 Dividends distributed.
The Board of Directors of Zignago Vetro SpA on March 14, 2012 resolved to propose to the Shareholders’ AGM the distribution of a dividend of Euro 0.31 per share, totalling Euro 24.4 million, with payment on May 10, 2012.
Treasury shares.
On March 14, 2012 the Board of Directors of Zignago Vetro SpA resolved to propose to the Shareholders’ Meeting to revoke, for the part not executed, the resolution granted in favour of the Board of Directors’ to purchase and utilise treasury shares as approved by the Shareholders’ Meeting of April 28, 2011 and authorised the Board of Directors to purchase and utilise treasury shares for a maximum number of 8 million ordinary shares, within a limit of 10% of the share capital. The authorisation was granted for a period of 18 months commencing from April 28, 2011. The minimum purchase price shall not be less than 20% and the maximum price not more than 20% of the share price registered on the trading day prior to each operation; the disposal price shall not be 20% higher or lower than the share price registered on the trading day prior to each operation.
Within the share buy-back programme reported above, at March 31, 2012, 1,292,140 treasury shares had been acquired, corresponding to 1.615% of the share capital, for a payment of Euro 5 million. In 2011 and 2012, no treasury shares were purchased.
Equity Investments.
On February 9, 2012, Zignago Vetro SpA acquired 20.12% of Huta Szkła “Czechy” S.A. (HSC SA) for consideration of Euro 2.7 million. The operation was carried out through the Company’s own liquidity sources. Following this operation, the holding in the Company rose to 99.1% for total consideration of Euro 10,307,000.
On March 3, 2011 Zignago Vetro SpA acquired 78.98% of HSC SA, a Polish company with headquarters and production facilities in Trabki in the Masovia region and close to Varsavia for consideration of Euro 7.6 million. The operation was facilitated by a bank loan, which however does not change the low credit exposure of the Zignago Vetro Group.
HSC is a company with great potential, operating in the niche market of glass bottles for cosmetics and perfumes globally and also on the food and beverages container market. The company is located in a strategic geographic position, serving the development potential of the Polish market and also with proximity to the traditional European Union markets and the strongly developing Eastern European market.
On July 21, 2010 Zignago Vetro SpA incorporated, in a joint venture with Ardagh Group Italy Srl and Saint Gobain Vetri SpA, Vetreco Srl with registered office in Latina, with a corporate mission to recycle “raw” glass through separated collection by the Municipalities of Centre-South Italy into a raw material (cullet) ready for use by glassmakers.
Zignago Vetro SpA’s share amounts to 30%, with Ardagh Group Italy holding 30% and Saint Gobain Vetri 40%. The operation was approved by the Anti-trust Authority.
The production site will be located in Central Italy. The size of the plant and the advanced technology used will ensure the production of a competitively-priced and high-quality finished material and the separation of raw glass by colour - broadening the recycling possibilities.
The Company is currently in the start-up phase.During the previous year, with a view to future investment the Company was recapitalised with a pro-quota payment by Zignago Vetro SpA of Euro 0.6 million.
Electricity sourcing.
From 2012 the supply of electricity at the Fossalta di Portogruaro factory is guaranteed by Zignago Power Srl, a Zignago Group company, which has constructed a natural biomass plant. The risk concerning energy cost fluctuation therefore greatly reduced for Zignago Vetro SpA.
Operating Performance
In the first quarter of 2012, glass container demand generally remained robust and in a number of segments in particular was driven by exports. Perfumery container demand was strong within a vibrant fashion sector - also in Europe.
The offer, strengthened by the recovery, is very competitive. The significant increase in energy costs however impacted the results for the quarter.
Consolidated revenues of the Zignago Vetro Group for the first quarter of 2012 amounted to Euro 70.9 million (+ 7.5 % on the same period of the previous year: Euro 66 million).
Raw Materials and service costs, including changes in inventories and internal production of fixed assets, amounted to Euro 36.2 million compared to Euro 35 million in Q1 2011 (+3.4% - 51.1% of revenues compared to 53.2%).
Labour costs amounted to Euro 17.2 million, compared to Euro 15.1 million in the first quarter of 2011 (+14%), as a result of the expanded workforce. These costs increased as a percentage of revenues from 22.8% to 24.2%.
Ebitda totalled Euro 17.5 million compared to Euro 15.9 million in the same period of 2011 (+10.4%), a revenue margin of 24.7% compared to 24%.
Ebit in the first quarter of 2011 was Euro 11.1 million compared to Euro 9.9 million in the first quarter of 2011 (+12.1%), with a revenue margin increasing from 15% to 15.7%.
The operating profit in the first quarter of 2012 grew 12.8% on the same period in the previous year (Euro 11.2 million compared to Euro 9.9 million), representing 15.8% of revenues compared to 15%.
The consolidated net profit was Euro 6.9 million compared to Euro 6.1 million in the same period of 2011 (+13.4%). The revenue margin increased from 9.2% to 9.7%. The tax rate reduced from 36.2% in the first quarter of 2011 to 35.8% in the first quarter of 2012.
The cash flow generated from the net profit in the period and amortisation/depreciation amounted to Euro 13.2 million compared to Euro 11.9 million in the same period of the previous year (+10.4%).
The key data of the reclassified consolidated income statement of the Zignago Vetro Group in Q1 2012 and 2011 are shown below.
Change
Euro thou. % Euro thou. % %
70,942 100.0% 65,976 100.0% 7.5%
Changes in finished and semi-finished prod.
and work in progress 5,998 8.5% 2,222 3.4% n.s.
Internal production of fixed assets 118 0.1% 45 0.1% n.s.
77,058 108.6% 68,243 103.4% 12.9%
Cost of goods and services (42,361) (59.7%) (37,312) (56.6%) 13.5%
34,697 48.9% 30,931 46.9% 12.2%
Labour costs (17,182) (24.2%) (15,066) (22.8%) 14.0%
17,515 24.7% 15,865 24.0% 10.4%
Amortisation & depreciation (6,294) (8.9%) (5,861) (8.9%) 7.4%
Provisions (108) 0.1% (87) (0.1%) 24.1%
11,113 15.7% 9,917 15.0% 12.1%
Net recurring non-operating income 102 0.1% 27 --- n.s.
Operating profit 11,215 15.8% 9,944 15.0% 12.8%
Net financial charges (495) (0.7%) (325) (0.5%) 52.3%
Net exchange differences (3) --- (67) (0.1%) n.s.
10,717 15.1% 9,552 14.4% 12.2%
Corporate income tax & regional tax (3,834) (5.4%) (3,459) (5.2%) 10.8% (Q1 2012: 35.8%)
(Q1 2011: 36.2%)
6,883 9.7% 6,093 9.2% 13.0%
Minority interest profit (2) --- (25) --- n.s.
6,881 9.7% 6,068 9.2% 13.4%
Net profit for the period
Net profit before minority interest
Q1 2012 Q1 2011
Profit before taxes Net revenues
Value of production
Value added
EBIT EBITDA
The breakdown of consolidated revenues for Q1 2012 and 2011 are shown below:
Revenues breakdown by geographic area:
Group revenues outside Italy amounted to Euro 25.5 million compared to Euro 21.7 million in the first quarter of 2011 (+17.6%) and account for 36% of total revenues (first quarter of 2011: 32.9%). In detail:
The net profit in Q1 2012 and 2011 was as follows:
(Euro thousand) Q1 2012 Q1 2011 Change %
Zignago Vetro SpA 41,069 39,549 3.8%
Verreries Brosse SAS and its subsidiary 13,155 10,241 28.5%
Vetri Speciali SpA and its subsidiaries 13,870 15,309 (9.4%)
HSC 3,887 1,343 n.s.
Total aggregate 71,981 66,442 8.3%
Elimination of intercompany sales (1,039) (466) n.s.
Total consolidated 70,942 65,976 7.5%
(Euro thousands) Q1 2012 Q1 2011 Change %
Italy 45,406 44,264 2.6%
European Union (excl. Italy) 20,700 18,175 13.9%
Other areas 4,836 3,537 36.7%
Total 70,942 65,976 7.5%
(Euro thousands) Q1 2012 Q1 2011 Changes %
Zignago Vetro SpA 8,525 7,765 9.8%
Verreries Brosse SAS and its subsidiary 11,711 8,651 35.4%
Vetri Speciali SpA and its subsidiaries 2,394 3,953 (39.4%)
HSC 2,906 1,343 n.s.
Total 25,536 21,712 17.6%
(Euro thousand) Q1 2012 Q1 2011 Change %
Zignago Vetro SpA 13,565 12,102 12.1%
Verreries Brosse SAS and its subsidiary 327 (296) n.s.
Vetri Speciali SpA and its subsidiaries 2,334 2,362 (1.2%)
HSC 248 121 n.s.
Total aggregate 16,474 14,289 15.3%
Minority interest profit (2) (25) (92.0%)
Consolidation adj. (9,591) (8,196) 17.0%
Balance sheet and financial position
The reclassified balance sheet and financial position of the Zignago Vetro Group at March 31, 2012, compared to March 31, 2011 and December 31, 2011 is summarised below:
Euro thous. % Euro thous. % Euro thous. %
Trade receivables 60,786 58,536 63,278
Other receivables 2,834 3,099 4,150
Inventories 59,176 50,746 53,423
Current non-financial payables (63,615) (55,644) (64,215)
Payables on fixed assets (6,009) (6,491) (6,286)
A) Working capital 53,172 26.8% 50,246 26.1% 50,350 25.6%
Net tangible and intangible assets 115,315 114,387 116,102
Goodwill 40,703 40,104 40,657
Investments not fully consolidated and other
medium/long-term assets 2,808 2,957 2,981
Non-current provisions and non-financial
payables (13,659) (14,943) (13,533)
B) Net fixed capital 145,167 73.2% 142,505 73.9% 146,207 74.4%
A+B= Net capital employed 198,339 100.0% 192,751 100.0% 196,557 100.0%
Financed by:
Short-term debt 92,015 95,729 96,284
Cash and cash equivalents (42,313) (46,598) (46,459)
Short-term net debt 49,702 25.1% 49,131 25.4% 49,825 25.3%
Medium/long term debt 22,633 11.4% 27,657 14.3% 25,630 13.0%
C) Net financial debt 72,335 36.5% 76,788 39.8% 75,455 38.4%
D) Minority shareholders' equity 127 0.1% 1,982 1.1% 2,786 1.4%
Opening Shareholders' equity 118,316 108,051 108,051
Dividends paid in the period --- --- (23,612)
Other changes in shareholders' equity 680 (138) (999)
Net profit for the period 6,881 6,068 34,876
E) Closing Shareholders´ equity 125,877 63.5% 113,981 59.1% 118,316 60.2%
C+D+E = Total financial debt and
Shareholders´ equity 198,339 100.0% 192,751 100.0% 196,557 100.0%
Working capital increased at March 31, 2012 by Euro 2.9 million compared to March 31, 2011 and by Euro 2.8 million compared to December 31, 2011. The increase in trade receivables (Euro +2.3 million; +3.8%) compared to March 31, 2011 is related to improved revenues (+7.5%). Other receivables remained substantially unchanged (Euro -0.3 million), principally concerning tax receivables; current non-financial trade payables increased (Euro +8 million), while payables on fixed assets decreased (Euro -0.5 million).
Inventories at March 31, 2012 increased on March 31, 2011 by Euro 8.4 million, particularly due to the higher sales volumes and expected future sales.
The net fixed capital at March 31, 2012 maintained at December 31, 2011 levels (Euro 145.1 million compared to Euro 146.2 million: 1.1%), principally due to the reduction in net property, plant and equipment and intangible assets, with depreciation provisions exceeding investments. Group capital expenditures for theZignago Vetro Groupin the first quarter of 2012 totalled Euro 6.1 million (Euro 3.7 million in the first quarter of 2011). These expenditures related to:
- Zignago Vetro SpAfor Euro 2.1 million (Euro 1.9 million in the same period of 2011) mainly for the replacement of plant, machinery, and equipment and for the purchase of moulds and pallets;
- Verreries Brosse SAS for Euro 2.6 million for plant and industrial equipment, including moulds. In the first quarter of 2011, investments of Euro 1.3 million were made;
- Vetri Speciali SpA (for its share) for Euro 1 million for the replacement of industrial plant and equipment, including moulds and pallets (Euro 0.5 million in Q1 2011)
- Huta Szkła “Czechy” SAfor Euro 0.4 million for the replacement, protection and security of plant;
Consolidated shareholders’ equity, inclusive of net profit for the period, amounted to Euro 125.9 million (at December 31, 2011: Euro 118.3 million, at March 31, 2011: Euro 114 million). The increase on December 31, 2011 of Euro 7.6 million is principally due to the consolidated net profit in the period (Euro +6.9 million) and the increase (Euro +0.7 million) of the translation reserve of financial statements prepared in foreign currencies.
The net financial debt at March 31, 2012 was Euro 72.3 million, a decrease of Euro 3.1 million on December 31, 2011 and of Euro 4.5 million on March 31, 2011. In the first quarter of 2012, a payment of Euro 2.7 million was made for the acquisition of a further share of 20.12% in HSC SA, as outlined above.
The cash flow movements affecting the consolidated net financial position in Q1 2012 and 2011 and in the 2011 full year were as follows:
(Euro thousand) Q1 2012 Q1 2011 FY 2011
(75,455) (75,481) (75,481)
Self-financing:
- net profit for the period 6,881 6,068 34,876
- minority interest profit 2 --- 169
- amortisation and depreciation 6,294 5,861 24,200
- provisions, net of utilisations 126 1,188 419
- net gains on fixed assets disposals --- --- 141
13,303 13,117 59,805
Increase/(decrease) in working capital (2,822) (4,206) (4,958)
Net investments in property, plant and equipment (6,124) (3,696) (27,056)
Net intangible asset investments --- (71) (258)
Net decrease of other medium/long-term assets 127 154 158
Book value of property, plant and equipment sold 1,100 1,070 4,792
(7,719) (6,749) (27,322)
Free cash flow 5,584 6,368 32,483
Purchase of investmen in HSC SA and share capital increase (2,712) (7,594) (7,537)
Liquidity generated from
investment in HSC SA --- 633
---Change in financial debt from
investment in HSC SA --- (574)
---Dividends distributed --- --- (23,612)
Increase in minority interest equity 4 (2)
---244 (138) (1,308)
(2,464) (7,675) (32,457)
Decrease (increase) of net debt 3,120 (1,307) 26 (72,335) (76,788) (75,455) Net debt at end of previous period
Net debt
Effect on net equity of currency conversion of financial statements of foreign companies and other changes
The following table shows the composition of the net debt at March 31, 2012 compared to March 31, 2011 and December 31, 2011.
At March 31, 2012, the Group had 1,842 employees; at March 31, 2011, the number was 1,722 and 1,819 at December 31, 2011. The employees of Vetri Speciali SpA have been fully incorporated.
Research, development and advertising costs
The research and development activities, related to innovation in the processes and products, developed lighter containers for the “food and beverages” and innovative shaped containers for the “cosmetics and perfumery” sector and for the “specialty glass” sector.
Environmental information
In the first quarter of 2012, the commitment of the Zignago Vetro Group continued in the protection of the environment with the continual improvement of the policies of territorial protection and management of environmental issues with actions aimed to reduce atmospheric emissions and energy consumption in the utilisation of natural resources and the optimisation of the production cycle, while remaining continually attentive to new and future technology developed internationally. The works at Vetreco Srl continued and which is expected to enter production in the current year, supplying quality raw glass through separated collection in the centre-south of Italy, with colour separation carried out in the factory.
(Euro thousand) 31.03.2012 31.03.2011 31.12.2011
A. Cash 4 4 15
B. Other cash equivalents 42,309 46,594 46,444
C. Securities held for trading --- ---
---D. Cash and cash equivalents 42,313 46,598 46,459 E. Current financial payables --- ---
---F. Current bank payables 79,860 87,832 83,805
G. Current portion of non current debt 12,155 7,897 12,479
H. Other current financial payables --- ---
---I. 92,015 95,729 96,284 J. 49,702 49,131 49,825 K. Medium/long-term loans 22,633 27,657 25,630 L. Bonds issued --- ---
---M. Other non- current payables --- ---
---N.
22,633 27,657 25,630
O. 72,335 76,788 75,455
Non-current financial debt (K) + (L) + (M) Net financial debt (J) + (N)
Current financial debt (F) + (G) + (H) Net current financial debt (I) - (E) - (D)
Risks related to personnel, security and management
The Companies of the Zignago Vetro Group implement plant management policies to minimise the risk of accidents ensuring high levels of security in line with best industrial practices, utilising insurance to guarantee an extensive degree of protection for company structures, against third party risks and against interruptions in production activity. The company trains and motivates the workforce to guarantee efficiency and normal operational continuity.
Employee data protection and security
Pursuant to rule 26 of Attachment B of Legislative Decree No. 196 of June 30, 2003 (Employee data protection code), the Companies of the Group adopted new security measures required by the above-mentioned decree and updated the “Security Programming Document”.
Financial instruments: Group objectives & policies and description of risks
With regard to point No. 6 bis, paragraph 3 of Article 2428 of the Italian Civil Code, the main financial instruments used by the Zignago Vetro Group consist of trade receivables and payables, cash & cash equivalents, bank borrowing and interest rate swap contracts. The exchange risk is not currently considered significant.
We consider that the Zignago Vetro Group is not exposed to credit risk any higher than the industry average, given that most receivables relate to customers of well-established commercial reliability and that receivables are insured. Allowance for doubtful debts has in any case been made to cover against any residual credit risks. We specify that such provisions were made in the period and in previous periods against specific positions involved in procedures or with longer past-due status than the Group companies average collection times. General provisions have also been made for potential insolvency of debtors.
The Group’s present reference market does not involve areas possibly requiring country-risk management. Trade transactions substantially take place with western countries, primarily in the Euro and USD areas.
As regards the Group’s financial management, the operating cash flow is considered to be consistent with objectives for repayment of existing debt and such as to assure appropriate financial equilibrium and adequate remuneration of equity via dividend flows.
The Zignago Vetro Group has undertaken interest rate swaps in order to hedge the interest rate risk on some medium-long term loans. The mark to market of the derivatives at March 31, 2012 were as follows:
It should be noted that the above operations undertaken by the Group were made for hedging purposes. However these operations do not comply with all the requirements of IAS / IFRS accounting standards to be considered as such for accounting purposes. For these reasons the Group does not use the so-called hedge accounting method and records the economic effects of hedging directly to the income statement.
Pursuant to the Bank of Italy/ Consob /Isvap document No. 2 of February 6, 2009, it is considered, based on the strong profitability, on the Group’s solid balance sheet and in spite of the current economic environment, that there are no uncertainties or risks on the going concern of the business.
It is considered that the information provided, together with the information illustrated below and relating to the performance of the individual companies, represents a true, balanced and exhaustive analysis of the situation of the Group and of the operational results, for the overall operations and in the various sectors, in accordance with the size and complexity of the Group’s business operations.
Company Bank Underlying Nature Notional Maturity Market
of value value
Contract ref. at
date 31.03.2012
(Euro thousand)
Zigango Vetro SpA Unicredit Banca
Reconciliation between the Group and Zignago Vetro SpA net result and net equity
The reconciliation of the net equity and net profit of Zignago Vetro SpA and the consolidated accounts at March 31, 2012 are disclosed below as per Consob communication No. DEM/6064293 of July 28, 2006.
(Euro thousand) Net result Q1 2012 Net equity at
31/03/2012
Financial statements of the Parent Company 13,565 99,582 Adjustments for change in accounting principles:
-reclass. fixed assets from inventory, net of fiscal effect (32) (297)
- reversal Intercompany Profit --- (49)
- reversal of inter-group dividend (9,559)
- reversal of "Fond de Commerce" in Verreries Brosse SAS --- (100)
- reclassification of emission trading in Verreries Brosse SAS --- 121
- deferred tax asset on pension provisions and on the profits in Verreries
Brosse SAS --- 326
- other consolidated adj. HSC (goodwill) --- 736
- other consolidated adj. Verreries Brosse SaS 1 (174)
(9,590) 563 Carrying value of consolidated companies:
Verreries Brosse SAS --- (4,000)
Brosse USA Inc. --- (69)
Vetri Speciali SpA --- (25,320)
HSC --- (10,306)
Vetreco Srl --- (600)
--- (40,295) Net result and net equity of the subsidiaries:
Verreries Brosse SAS 373 15,508
Brosse USA Inc. (47) 183
Vetri Speciali SpA 2,334 39,589
HSC 248 10,282
Vetreco Srl --- 594
2,908 66,156 Net profit and net equity minority interest:
Allocation previous years (2) (127)
Allocation in the period ---
---(2) (127) Consolidated financial statements 6,881 125,879
In the following pages we review and comment upon the results of the Parent Company and of individual subsidiaries.
We recall that, for the sake of greater clarity, the operating results and balance sheets of Zignago Vetro SpA and its subsidiaries are presented according to the contribution of each of them to the consolidated financial statements. They are shown according to normal reporting practices.
THE COMPANY
Zignago Vetro SpA
In the first quarter of 2012, the European hollow glass market for beverages and food maintained the strong performance of last year.
The Italian market performed in line with Europe - supported by strong exports.
Global demand in the “Perfumery” and “Cosmetic” markets confirms the growth reported in the previous year. “Perfumery” sales increased, benefitting from the strong sales in the Christmas period. Demand for “Cosmetic” containers remains strong.
The significant increases in energy costs, already evident from the final months of the previous year, were not entirely recuperated by sales price increases.
The reclassified income statement ofZignago Vetro SpAfor Q1 2012 compared to the previous year is shown below:
Revenues in the first three months of 2012 amounted to Euro 41.1 million (+3.8% compared to the same period in the previous year: Euro 39.5 million). Sales of glass containers and accessories (the latter referring to Zignago Vetro SpA’s services on the market) amounted to Euro 37.7 million, growth of 3.1% on Euro 36.6 million in Q1 2011.
Change
Euro thous. % Euro thous. % %
41,069 100.0% 39,549 100.0% 3.8%
Changes in finished and semi-finished
products and work in progress 2,234 5.4% 1,315 3.3% 69.9%
43,303 105.4% 40,864 103.3% 6.0%
Cost of goods and services (25,671) (62.5%) (23,383) (59.1%) 9.8%
17,632 42.9% 17,481 44.2% 0.9%
Labour costs (8,056) (19.6%) (7,688) (19.4%) 4.8%
9,576 23.3% 9,793 24.8% (2.2%)
Amortisation & depreciation (3,097) (7.5%) (3,447) (8.7%) (10.2%)
Provisions (35) (0.1%) (57) (0.1%) (38.6%)
6,444 15.7% 6,289 16.0% 2.5%
Net recurring non-operating income 6 --- --- --- n.s.
6,450 15.7% 6,289 16.0% 2.6%
Investment income 9,559 23.3% 8,201 20.7% 16.6%
Net financial charges (130) (0.3%) (65) (0.2%) 100.0%
Net exchange differences 100 0.2% --- --- n.s.
15,979 38.9% 14,425 36.5% 10.8%
Corporate income tax & regional tax (2,414) (5.9%) (2,323) (5.9%) 3.9% (Q1 2012:15.1 %)
(Q1 2011: 16.1%)
13,565 33.0% 12,102 30.6% 12.1%
Operating profit
Net profit for the period
Q1 2012 Q1 2011
Profit before taxes Net revenues
Value of production
Value added
EBIT EBITDA
Exports in the quarter, as shown in the following table, increased by 10.6% on Q1 2011, representing 22.9% of revenues from containers and accessories (21.3% in 2011).
Revenues by geographic area, excluding sundry materials and services:
The percentage of raw material and service costs on revenues, including changes in inventories, increased in the quarter from 55.8% to 57.1%, impacted particularly by the significant increases in energy costs.
Labour costs rose in the first quarter of 2012 compared to the same period in 2011 by 4.8%, principally due to an increase in the number of man-hours. These costs as a percentage of revenues were 19.6% compared to 19.4%.
The Ebitda in the first quarter 2012 totalled Euro 9.6 million compared to Euro 9.8 million in 2011 (-2.2%), a margin of 23.3% on revenues (24.8% in Q1 2011).
The Ebit in the first quarter of 2012 increased by 2.5% on Q1 2011 (Euro 6.4 million compared to Euro 6.3 million) and reports a 15.7% margin on revenues (16% in Q1 2011).
Income from investments concerns dividends approved by Vetri Speciali SpA (Euro 1.4 million; +16.6% on 2011).
The pre-tax profit in the first quarter of 2012 was Euro 16 million (Euro 14.4 million in the first quarter of 2011: +10.8%), with a margin of 38.9% compared to 36.5% in the same period of 2011. The tax rate was 15.1% in Q1 2012 compared to 16.1% in Q1 2011, relating to the largely exempt “investment income - dividends”.
The net profit in the first quarter of 2012 amounted to Euro 13.6 million, growth of 12.1% compared to Euro 12.1 million in the first quarter of 2011, with revenue margins respectively of 33% and 30.6%.
(Euro thousand) Q1 2012 Q1 2011 Change %
Italy 29,103 28,810 1.0%
European Union (Exc. Italy) 6,615 6,503 1.7%
Other areas 2,026 1,307 55.0%
Total 37,744 36,620 3.1%
of which export 8,641 7,810 10.6%
The cash flow generated from net profit and depreciation/amortisation in the first quarter of 2012 amounted to Euro 16.7 million compared to Euro 15.5 million in Q1 2011 (+7.2%), representing 40.6% of revenues (39.3% in Q1 2011).
The reclassifiedbalance sheet and financial position ofZignago Vetro SpA at March 31, 2012 and 2011 and December 31, 2011 were as follows:
The working capital at March 31, 2012 was Euro 1.5 million (+4.1%) higher than March 31, 2011, relating to increased receivables (Euro +2.8 million) and inventory (Euro +1.3 million), both stemming from the increased sales volumes, partially offset by the increased trade payables (Euro +2.6 million).
Euro thous. % Euro thous. % Euro thous. %
Trade receivables 37,487 35,284 38,982
Other receivables 10,175 9,575 1,655
Inventories 30,211 28,889 28,287
Current non-financial payables (38,906) (33,566) (39,856)
Payables on fixed assets (1,650) (4,348) (2,837)
A) Working capital 37,317 31.7% 35,834 31.9% 26,231 24.8% Net tangible and
intangible assets 46,669 47,727 48,794
Equity investments 40,226 36,989 37,514
Non con. invest. & non-current assets 1,568 1,475 1,576
Non-current provisions and
non financial payables (8,230) (9,703) (8,190)
B) Net fixed capital 80,233 68.3% 76,488 68.1% 79,694 75.2%
A+B = Net capital employed 117,550 100.0% 112,322 100.0% 105,925 100.0%
Financed by:
Short-term debt 51,039 63,028 56,583
Cash and cash equivalents (40,361) (43,335) (44,506)
Net short-term debt 10,678 9.1% 19,693 17.5% 12,077 11.4%
Medium/long-term debt 7,290 6.2% --- --- 7,831 7.4%
C) Net financial debt 17,968 15.3% 19,693 17.5% 19,908 18.8%
Opening shareholders' equity 86,017 80,527 80,527
Dividends paid in the period --- --- (23,612)
Net profit for the period 13,565 12,102 29,102
D) Closing shareholders' equity 99,582 84.7% 92,629 82.5% 86,017 81.2%
117,550 100.0% 112,322 100.0% 105,925 100.0%
31.03.2012 31.03.2011 31.12.2011
C+D = Total financial debt and Shareholders' equity
Compared to December 31, 2011 the increase in working capital at March 31, 2012 (Euro +11.1 million) concerns principally the dividends approved by Vetri Speciali SpA (Euro 9.6 million), not yet paid.
The net fixed capital at March 31, 2012 increased on March 31, 2011 by Euro 3.7 million, due to investments exceeding depreciation and due to the acquisition of a further 20% share in HSC SA for consideration of Euro 2.7 million.
The net capital employed at March 31, 2012 increased on March 31, 2011 by Euro 5.2 million and on December 31, 2011 by Euro 11.6 million.
The increase in net equity at March 31, 2012 compared to December 31, 2011 of Euro 13.6 million is due entirely to the net profit in the period.
The net debt, taking account of the above-stated movements, at March 31, 2012 amounted to Euro 18 million, a decrease of Euro 1.7 million compared to Euro 19.7 million at March 31, 2011 and of Euro 1.9 million compared to Euro 19.9 million at December 31, 2011.
The number of employees of the Company at March 31, 2012 was 600, broken down as follows: 12 executives, 127 white-collar and 461 blue-collar. There were 33 fixed-term employees.
At December 31, 2011, the total number of employees amounted to 595 (11 executives, 130 white-collar and 454 blue-white-collar - and 26 fixed-term employees); at March 31, 2011: 616 (11 executives, 130 white-collar and 475 blue-collar - and 43 fixed-term employees).
THE CONSOLIDATED SUBSIDIARIES
Verreries Brosse SAS and its subsidiary Brosse USA Inc.
Registered office: Vieux-Rouen-sur-Bresle (France) Business sector: glass bottles for luxury fragrances
Chairman: Paolo Giacobbo
Board of Directors: Marc Cooper
Roberto Celot Ovidio Dri Alberto Faggion Franco Grisan Maurizio Guseo Nicolo’ Marzotto Michele Pezza
The consolidated data of Verreries Brosse SAS includes:
* Verreries Brosse SAS, parent company, which markets its products globally.
* Brosse USA Inc., a wholly-owned subsidiary of Verreries Brosse SAS, which operates as a sales agent in the North American market.
The global “Luxury perfume” market has continued the strong performances reported starting from 2010. The emerging countries continue to be the driving force of demand.
The clients of Verreries Brosse SAS, while continuing to focus on the successful classic lines, are also launching new creations based principally on restyling existing packaging.
Inventories throughout the supply chain, benefitting also from a strong Christmas period sales performance, appear contained.
The reclassified consolidated income statement of Verreries Brosse SAS for Q1 2012 compared to the previous year is shown below:
Net consolidated revenues amounted to Euro 13.2 million, an increase of 28.5% on Q1 2011. In particular, the sales of finished glass products amounted to Euro 12.8 million, up 27.9%.
Revenues by geographic area
(Euro thousand) Q1 2012 Q1 2011 Change %
Italy 1,444 1590 (9.2%)
European Union 10,429 7,937 31.4%
Other areas 1,282 714 79.6%
Total 13,155 10,241 28.5%
Change
Euro thous. % Euro thous. % %
13,155 100.0% 10,241 100.0% 28.5% Changes in finished and semi-finished products
and work in progress 1,122 8.5% 397 3.9% n.s.
14,277 108.5% 10,638 103.9% 34.2% Cost of goods and services (7,181) (54.6%) (5,872) (57.3%) 22.3%
7,096 53.9% 4,766 46.5% 48.9%
Labour costs (4,734) (35.9%) (3,720) (36.3%) 27.3%
2,362 18.0% 1,046 10.2% 125.8% Amortisation & depreciation (1,712) (13.0%) (1,250) (12.2%) 37.0%
Provisions --- --- (10) --- n.s.
650 5.0% (214) (2.1%) n.s.
Net recurring non-operating income 55 0.4% --- --- n.s.
705 5.4% (214) (2.1%) n.s.
Net financial charges (209) (1.6%) (128) (1.3%) 63.3%
Net exchange differences 18 0.1% (56) (0.5%) n.s.
514 3.9% (398) (3.9%) n.s.
Income taxes (187) (1.4%) 102 1.0% n.s.
327 2.5% (296) (2.9%) n.s.
Net profit/(loss) for the period
Q1 2012 Q1 2011
Net revenues
Value of production
Value added
EBIT
Profit/(loss) before taxes EBITDA
The raw material and service costs, including inventory changes, in the first three months of the year amounted to 46.1% of revenues, compared to 53.4% in the same period of 2011.
Labour costs in Q1 2012 increased by 27.3% on Q1 2011, following an expansion of the workforce and increased hours worked. The percentage of revenues was 35.9% compared to 36.3% in the first quarter of 2011.
Ebitda amounted to Euro 2.4 million, increasing by Euro 1.3 million (+125.8%) compared to Euro 1 million in the same period of 2011, with an 18% revenue margin compared to 10.2%.
Q1 2012 reports an operating profit of Euro 0.7 million compared to a loss of Euro 0.2 million in Q1 2011.
The net result in Q1 2012 was a profit of Euro 0.3 million compared to a loss of Euro 0.3 million in Q1 2011.
The cash flow generated from the net profit and amortisation/depreciation in the first three months of the year amounted to Euro 2 million compared to Euro 0.9 million in the same period of 2011.
The reclassified balance sheet and financial position of Verreries Brosse SAS at March 31, 2012 and 2011 and at December 31, 2011 was as follows:
The increase in trade receivables at March 31, 2012 (+20.5%) on March 31, 2011 is due to the increased revenues (+28.5%), with collection periods remaining stable. Compared to December 31, 2011, trade receivables increased by 12.5%.
Inventories at March 31, 2012 increased by 39.5% compared to March 31, 2011 and by 6.6% compared to December 31, 2011, due to increased volumes and an increase in the unitary product cost.
Euro thousand % Euro thousand % Euro thousand %
Trade receivables 10,894 9,042 9,680
Other receivables 1,155 897 1,559
Inventories 14,540 10,426 13,646
Current non-financial payables (10,941) (9,219) (11,103)
Payables on fixed assets (2,743) (1,677) (2,107)
A) Working capital 12,905 27.7% 9,469 22.3% 11,675 26.3% Net tangible and intangible assets 34,439 33,336 33,325
Other non-current assets 368 763 599
Non-current provisions and non-financial
payables (1,149) (1,160) (1,175)
B) Net fixed capital 33,658 72.3% 32,939 77.7% 32,749 73.7%
A+B= Net capital employed 46,563 100.0% 42,408 100.0% 44,424 100.0%
Financed by:
Short-term debt 20,891 15,039 17,675
Cash and cash equivalents --- (3,541) (603)
Short-term net debt 20,891 44.8% 11,498 27.1% 17,072 38.4%
Medium/long term debt 10,000 21.5% 16,000 37.7% 12,000 27.0%
C) Net financial debt 30,891 66.3% 27,498 64.8% 29,072 65.4%
Opening Shareholders' equity 15,352 15,221 15,221
Other shareholders' equity changes (7) (15) (4)
Net profit/(loss) for the period 327 (296) 135
D) Closing shareholders' equity 15,672 33.7% 14,910 35.2% 15,352 34.6%
C+D = Total financial debt and
Share. Equity 46,563 100.0% 42,408 100.0% 44,424 100.0% 31.03.2012 31.03.2011 31.12.2011
Net fixed capital increased at March 31, 2012 by Euro 0.7 million compared to March 31, 2011 and by Euro 0.9 million compared to the end of 2011, due to capital investments (Euro 2.7 million) greater than depreciation.
The net debt at March 31, 2012 was Euro 30.9 million, an increase of Euro 3.4 million on March 31, 2011 and of Euro 1.8 million on December 31, 2011.
At March 31, 2011, there were 366 employees (at December 31 and March 31, 2011 respectively 359 and 299 employees).
Vetri Speciali SpA and its subsidiaries
Registered office: Trento – Via Manci, 5 Business sector: specialty glass containers
Chairman: Stefano Marzotto
Vice Chairman: Vitaliano Torno
Chief Executive Officer: Giorgio Mazzer
Directors: Luca Marzotto
Massimo Noviello Statutory Auditors: Lorenzo Buraggi - chairman
Giuseppe Baratella Carlo Pesce
In the second half of 2011, Vetri Speciali SpA placed the companies Vetri Speciali Inc (USA) and Vetri Speciali Iberica SL into liquidation - wholly-owned companies and no longer considered strategic. The data below concerns only the company for the first quarter of 2012, while concerning the consolidated data for the first quarter of 2011. These results are however comparable.
In Q1 2012, the demand for specialty glass containers continued the recovery reported in the previous year, particularly in relation to luxury products.
The lower revenues of Vetri Speciali SpA in the first quarter of 2012 are connected to the scheduled concentration of deliveries in the second quarter of the year.
The reclassified consolidated income statement in the first quarter of 2012 compared to the same period in the previous year, for the share pertaining to Zignago Vetro SpA (50%), is summarised below:
Consolidated revenues in the first quarter of 2012 amounted to Euro 13.9 million, a decrease of 9.4% compared to Euro 15.3 million in the first quarter of the previous year.
The exports in the quarter amounted to Euro 2.4 million from Euro 3.9 million (-39.4%) in Q1 2011, accounting for 17.3% of revenues compared to 25.8%.
Revenues by geographic area (relative share):
Change
Euro thous. % Euro thous. % %
13,870 100.0% 15,309 100.0% (9.4%)
Changes in finished and semi-finished prod.
and work in progress 2,287 16.5% 441 2.9% n.s.
16,157 116.5% 15,750 102.9% 2.6%
Costs of goods and services (8,011) (57.8%) (7,683) (50.2%) 4.3%
8,146 58.7% 8,067 52.7% 1.0%
Labour costs (3,388) (24.4%) (3,315) (21.7%) 2.2%
4,758 34.3% 4,752 31.0% 0.1% Amortisation & depreciation (1,094) (7.9%) (1,061) (6.9%) 3.1%
Provisions (73) (0.5%) (20) (0.1%) n.s.
3,591 25.9% 3,671 24.0% (2.2%) Net recurring non-operating income 88 0.6% 41 (0.2%) n.s. 3,679 26.5% 3,712 24.2% (0.9%)
Net financial charges (159) (1.1%) (129) (0.8%) 23.3%
Net exchange differences (1) --- (15) (0.1%) n.s.
3,519 25.4% 3,568 23.3% (1.4%) Corporate income tax & regional tax (1,185) (8.5%) (1,206) (7.9%) (1.7%) (Q1 2012: 33.7%)
(Q1 2011: 33.8 %)
2,334 16.8% 2,362 15.4% (1.2%) Net profit for the period
Q1 2012 Net revenues Value of production Value added EBIT EBITDA
Profit before taxes Operating profit
Q1 2011
(Euro thousand) Q1 2012 Q1 2011 Change %
Italy 11,476 11,356 1.1%
European Union (excl. Italy) 1,078 2,437 (55.8%)
Other areas 1,316 1,516 (13.2%)
Total 13,870 15,309 (9.4%)
of which export 2,394 3,953 (39.4%)
Raw materials and service costs, including the changes in inventory, represent 41.3% of revenues compared to 47.3% in the first quarter 2011.
The share of labour costs in the period compared to the same period in 2011 increased by 2.2% due to an increase in the workforce. The percentage on revenues increased from 21.7% to 24.4%. The Ebitda of Euro 4.8 million in Q1 2012 is in line with Q1 2011 - however the revenue margin increased from 31% to 34.4%.
The Ebit of Euro 3.6 million in Q1 2012 is slightly lower than Q1 2011 (Euro 3.7 million), however with a revenue margin of 25.9% compared to 24%.
The net profit in the quarter was Euro 2.3 million compared to Euro 2.4 million in the first quarter of 2011 (-1.2%), equal to 16.8% and 15.4% of revenues respectively, net of the tax provision. The tax rate was 33.7% in the first quarter of 2012, in line with the previous year (33.8%).
The cash flow generated from the net profit and amortisation/depreciation amounted to Euro 3.4 million, in line with March 31, 2011, but comprising 24.7% of revenues compared to 22.4%.
The reclassified balance sheet and financial position of Vetri Speciali SpA at March 31, 2012 and 2011 and December 31, 2011 for the share pertaining to Zignago Vetro SpA (50%) was as follows:
The working capital at March 31, 2012 decreased on March 31, 2011 by Euro 2.5 million. Trade receivables reduced by Euro 1.3 million, following the contraction in sales. Inventories increased (Euro +2.2 million), due to future expected sales and current non-financial payables (Euro +2.7 million), taking account also of dividends approved and not yet paid (Euro 9.6 million).
Eurothous. % Euro thous. % Euro thous. %
Trade receivables 11,176 12,464 13,208
Other receivables 445 486 414
Inventories 10,907 8,729 8,550
Current non-financial payables (22,395) (19,741) (12,246)
Payables on fixed assets (1,017) (347) (528)
A) Working capital (884) (1.4%) 1,591 2.4% 9,398 12.7%
Net tangible and
intangible assets 27,603 27,646 27,685
Goodwill 39,967 39,967 39,967
Other investments & non-cur. assets 277 212 260
Non-current provisions and
non -financial payables (3,188) (3,326) (3,151)
B) Net fixed capital 64,659 101.4% 64,499 97.6% 64,761 87.3%
A+B= Net capital employed 63,775 100.0% 66,090 100.0% 74,159 100.0%
Financed by:
Short-term debt 18,868 19,293 21,685
Cash and cash equivalents (25) (626) (89)
Short-term net debt 18,843 29.5% 18,667 28.2% 21,596 29.1%
Medium/long term debt 5,343 8.4% 11,373 17.2% 5,749 7.8%
C) Net financial debt 24,186 37.9% 30,040 45.5% 27,345 36.9%
Opening Shareholders' equity 46,814 41,907 41,907
Dividends paid in the period (9,559) (8,201) (8,201)
Other changes in shareholders equity --- (18) (551)
Net profit for the period 2,334 2,362 13,659
D) Closing Shareholders´ equity 39,589 62.1% 36,050 54.5% 46,814 63.1%
C+D = Total financial debt and
shareholders' equity 63,775 100.0% 66,090 100.0% 74,159 100.0%
31.03.2011 31.12.2011
The net fixed capital at March 31, 2012 did not significantly change compared to March 31 and December 31, 2011. Capital expenditure in the period (Euro 1 million) is in line with the depreciation provisioned.
The net capital employed at March 31, 2012 was Euro 63.8 million compared to Euro 66.1 million at March 31, 2011 and Euro 74.2 million at December 31, 2011, with dividends however also paid in the meantime.
The share of net equity reduced by Euro 7.2 million on December 31, 2011, due to the result for the first three months of 2012 and the dividends resolved on March 30, 2012.
The share of net debt at March 31, 2012 amounted to Euro 24.2 million, a decrease of Euro 3.2 million (11.6%) compared to the end of 2011 and Euro 5.9 million (19.5%) on March 31, 2011. At March 31, 2012 the total employees were 547; 7 executives, 125 white-collar and 415 blue-collar employees. At December 31, 2011, employees amounted to 538 (7 executives, 123 white-collar and 408 white-collar); at March 31, 2011, 530 (8 executives, 118 white-white-collar and 404 blue-collar). The figures include all employees.
For completeness the reclassified income statement and balance sheet and financial position of Vetri Speciali SpA (100% of the relative data) are shown below.
The reclassified income statement for Q1 2012 of Vetri Speciali SpA (100% of the data) and compared to the previous year is shown below:
Change
Euro thous. % Euro thous. % %
27,739 100.0% 30,617 100.0% (9.4%) Changes in finished and semi-finished products
and work in progress 4,575 16.5% 882 2.9% n.s.
32,314 116.5% 31,499 102.9% 2.6%
Cost of goods and services (16,022) (57.8%) (15,365) (50.2%) 4.3%
16,292 58.7% 16,134 52.7% 1.0%
Labour costs (6,777) (24.4%) (6,631) (21.7%) 2.2%
9,515 34.3% 9,503 31.0% 0.1%
Amortisation & depreciation (2,187) (7.9%) (2,121) (6.9%) 3.1%
Provisions (146) (0.5%) (40) (0.1%) n.s.
7,182 25.9% 7,342 24.0% (2.2%)
Net recurring non-operating income 176 0.6% 81 0.3% n.s.
7,358 26.5% 7,423 24.2% (0.9%)
Net financial charges (318) (1.1%) (257) (0.8%) 23.7%
Net exchange differences (1) --- (30) (0.1%) n.s.
7,039 25.4% 7,136 23.3% (1.4%) Cor. income tax & regional tax (2,371) (8.5%) (2,412) (7.9%) (1.7%) (Q1 2012: 33.7%)
(Q1 2011: 33.8 %)
4,668 16.8% 4,724 15.4% (1.2%)
Q1 2012 Q1 2011
Net profit for the period Net revenues
Value of production
Value added
EBIT EBITDA
Profit before taxes Operating profit
The reclassified balance sheet and financial position of Vetri Speciali SpA (100% of the data) at March 31, 2012 and 2011 and December 31, 2011 was as follows:
Euro thous. % Euro thous. % Euro thous. %
Trade receivables 22,351 24,927 26,416
Other receivables 890 971 828
Inventories 21,813 17,458 17,099
Current non-financial payables (44,789) (39,482) (24,492)
Payables on fixed assets (2,034) (694) (1,056)
A) Working capital (1,769) (1.4%) 3,180 2.4% 18,795 12.7%
Net tangible and
intangible assets 55,206 55,291 55,369
Goodwill 79,934 79,934 79,934
Other Investments & non-cur. assets 553 424 520
Non- current provisions and
non- financial payables (6,377) (6,651) (6,302)
B) Net fixed capital 129,316 101.4% 128,998 97.6% 129,521 87.3%
A+B= Net capital employed 127,547 100.0% 132,178 100.0% 148,316 100.0%
Financed by:
Short-term debt 37,736 38,585 43,369
Cash and cash equivalents (50) (1,252) (178)
Short-term net debt 37,686 29.5% 37,333 28.2% 43,191 29.1%
Medium/long term debt 10,685 8.4% 22,746 17.2% 11,498 7.8%
C) Net financial debt 48,371 37.9% 60,079 45.5% 54,689 36.9%
Opening Shareholders' equity 93,627 83,813 83,813
Dividends paid in the period (19,119) (16,402) (16,402)
Other changes in shareholders' equity --- (36) (1,101)
Net profit for the period 4,668 4,724 27,317
D) Closing shareholders' equity 79,176 62.1% 72,099 54.5% 93,627 63.1%
C+D = Total financial debt and
shareholders' equity 127,547 100.0% 132,178 100.0% 148,316 100.0% 31.12.2011
Huta Szkła “Czechy” S.A. (HSC SA)
Registered office: Trabkj (Poland)Business sector: glass containers
Chairman: Franco Grisan
“Management Board”: Roberto Cardini
Roberto Celot Alberto Faggion Paolo Giacobbo Nicolò Marzotto Stefano Marzotto
“Supervisory Board”: Paolo Nicolai - chairman Stefano Perosa
Carlo Pesce
General Manager Roberto Cardini
The acquisition of 78.98% of shares with voting rights of Huta Szkła “Czechy” SA (HSC SA), a non-listed company, with registered office in Trabki – Poland, was completed on March 31, 2011 by Zignago Vetro SpA, which on February 9, 2012 acquired a further 20.12%, increasing its holding in the Company to 99.1%.
The consolidated financial statements of Zignago Vetro commented upon in this document, in relation to the first quarter of 2012, includes the results of HSC SA for the first three months of the year, while in relation to 2011 concerns the period from March 3 (acquisition date) to March 31, 2011.
In 2012 demand in the Cosmetics & Perfumery sector confirmed the strong levels reported in the previous year. The Food & Beverages sector demand remain contained, particularly in relation to small clients on the Polish market.
The reclassified income statement of HSC SA for Q1 2012 and for the month of March 2011, included in the Group consolidation, and for completeness of information the entire Q1 2011, is reported below. The following comments concern figures in thousands of Euro.
Revenues include, in addition to glass containers, also the contribution charged to clients for the creation of moulds for specific products and other services, including transport costs.
In particular: Revenues breakdown
Euro thous. % Euro thous. % Euro thous. %
3,887 100.0% 1,343 100.0% 4,020 100.0%
Changes in finished & semi-finished
products & work in progress 355 9.1% 69 5.1% 78 1.9%
Internal production of fixed assets 118 3.0% 45 3.4% 144 3.6%
4,360 112.2% 1,457 108.5% 4,242 105.5% Cost of goods and services (2,537) (65.3%) (840) (62.6%) (2,393) (59.5%)
1,823 46.9% 617 45.9% 1,849 46.0%
Labour costs (1,004) (25.8%) (343) (25.5%) (1,078) (26.8%)
819 21.1% 274 20.4% 771 19.2%
Amortisation and depreciation (391) (10.1%) (103) (7.7%) (331) (8.3%)
428 11.0% 171 12.7% 440 10.9%
Net recurring non-operating income --- --- (21) (1.6%) (69) (1.7%)
428 11.0% 150 11.1% 371 9.2%
Net financial income (charges) 3 0.1% (3) (0.2%) (13) (0.3%)
Net exchange differences (120) (3.1%) 4 0.3% 11 0.3%
311 8.0% 151 11.2% 369 9.2%
Income taxes (63) (1.6%) (30) (2.2%) (83) (2.1%)
248 6.4% 121 9.0% 286 7.1%
Q1 2012 March 3 - 31, 2011 Q1 2011
Net profit for the period Net revenues
Value of production
Value added
EBIT EBITDA
Profit before taxes Operating profit
(Euro thousand) Q1 2012
Glass containers 3.634
Other goods and services 253
Revenues by geographic area
Raw materials and service costs, including changes in inventories and internal production of fixed assets, in Q1 2012 amounted to Euro 2,064 thousand. The percentage on revenues was 53.1% in the period (55.4% between March 3 - December 31, 2011).
Labour costs amounting to Euro 1,004 thousand include also an increase in the workforce of 2. The Ebitda in Q1 2012 amounted to Euro 819 thousand, a revenue margin of 21.1% (Euro 2,247 thousand, revenue margin of 17.7%, in the period of March 3-December 31, 2011).
Depreciation also takes into account new investments of Euro 368 thousand in the period.
The first quarter of 2012 reports a net profit of Euro 248 thousand (6.4% revenue margin) after taxes of Euro 63 thousand (Euro 804 thousand, 6.3% revenue margin in the period March 3- December 31, 2011).
The cash flow generated from net profit and amortisation/depreciation amounted to Euro 639 thousand, comprising 16.4% of revenues (Euro 1,890 thousand, 14.9% of revenues, in the period March 3-December 31, 2011). (Euro thousand) Q1 2012 Italy 981 Europe 2,694 Other countries 212 Total 3,887
The reclassified balance sheet and financial position of HSC SA at March 31, 2012 and 2011 and December 31, 2011, was as follows (comments follow with figures in thousands of Euro):
The working capital increased by Euro 666 thousand compared to December 31, 2011, particularly relating to higher inventories (Euro +625 thousand) based on expected future sales.
Current non-financial payables to fixed asset suppliers include at March 31, 2011 and at December 31, 2011, for an amount of Euro 556 thousand, the payable deriving from a ruling of the Polish Supreme Court - in favour of HSC SA and to be paid on request - which established ownership of the land where the industrial complex is located.
Euro thous. % Euro thous. % Euro thous. %
Trade receivables 2,306 1,958 2,132
Other receivables 318 284 320
Inventories 4,022 3,166 3,397
Current non-financial payables (2,226) (1,729) (2,015)
Payables on fixed assets (599) (119) (679)
A) Working capital 3,821 38.1% 3,560 39.3% 3,155 35.2%
Net tangible and intangible assets 6,859 5,895 6,416
Other investments & non- current assets 438 361 403
Non-current prov. and non-financial
payables (1,092) (754) (1,017)
B) Net fixed capital 6,205 61.9% 5,502 60.7% 5,802 64.8%
A+B= Net capital employed 10,026 100.0% 9,062 100.0% 8,957 100.0%
Financed by:
Short-term debt 320 369 341
Cash and cash equivalents (576) (1,021) (777)
Short-term net debt (256) (2.6%) (652) (7.2%) (436) (4.9%)
Medium/long term debt --- 0.0% 284 3.1% 50 0.6%
C) Net financial debt (256) (2.6%) (368) (4.1%) (386) (4.3%)
Opening Shareholders' equity 9,343 9,441 9,430
Other changes in shareholders' equity 691 (132) (891)
Net profit for the period 248 121 804
D) Closing Shareholders´ equity 10,282 102.6% 9,430 104.1% 9,343 104.3%
C+D= Total financial debt and
shareholders' equity 10,026 100.0% 9,062 100.0% 8,957 100.0%
31.03.2011 31.12.2011
Investments in tangible and intangible fixed assets amounted to Euro 368 thousand, lower than the amortisation and depreciation provisioned.
Surplus funds on bank current accounts are invested in time deposits.
The workforce at March 31, 2012 numbered 329, while at December 31 and March 3, 2011, respectively numbering 327 and 320.
Vetreco Srl
(*)Registered office: Latina – Via Don Torrello,69 Business sector: treatment and sale of recycled glass
Chairman: Roberto Celot
Vice Chairman: Rocco Furia
Directors: Roberto Buzio
Leonardo Fredianelli Dario Lorenzon John Gerard Sadlier Statutory Auditors: Augusto Valchera - chairman
Alberto Faggion Roberto Monticelli
The Company is in the start-up phase with the contract for the construction of the glass recycling factory currently being negotiated.
In 2011, the Shareholders subscribed pro-quota to a capital increase to provide the financial resources for the planned investments.
Therefore the unpaid subscribed share capital of Euro 300,000 was called and a payment was made to the “Shareholders’ capital account” for Euro 1,600,000 thousand.
In Q1 2012 a net loss of Euro 1,057 is reported (2011: loss of Euro 12,287) – considered insignificant as including only general expenses and financial income.
At March 31, 2012, the total investments in tangible and intangible fixed assets, entirely related to the construction of the recycle plant, amounts to Euro 432,415, of which Euro 55,576 in the first quarter 2012 (at December 31, 2011: Euro 378,839, of which Euro 307,405 in 2011).
The cash position at March 31, 2012 amounted to Euro 1,514,810 (Euro 1,614,506 at the end of 2011). A loan is being negotiated with a leading Italian bank, at the best available market conditions, to facilitate investments currently in the contractual phase.
SIGNIFICANT EVENTS AFTER THE END OF THE QUARTER
There were no significant events.
OUTLOOK
Demand in the sectors in which the Zignago Vetro Group operates is expected to remain strong, with revenues therefore expected to improve further. The results will depend also on the ability to quickly recover the significant increases in energy costs.
31.03.2012 31.03.2011 31.12.2011 (Euro thousand) Consolidated Consolidated Consolidated
ASSETS
Non-current assets
Property, plant & equipment 115,088 114,202 115,821
Goodwill 40,704 40,104 40,657
Intangible assets 227 185 282 Equity investments 391 205 391 Other non-current assets 136 140 151 Deferred tax assets 2,282 2,612 2,439 Total non-current assets 158,828 157,448 159,741 Current assets
Inventories 59,176 50,746 53,423
Trade receivables 60,786 58,536 63,278 Other current assets 1,325 811 1,942 Tax receivables 1,510 2,288 2,206 Cash and cash equivalents 42,313 46,598 46,459 Total non-current assets 165,110 158,979 167,308 TOTAL ASSETS 323,938 316,427 327,049
SHAREHOLDERS' EQUITY & LIABILITIES
SHAREHOLDERS' EQUITY
Share capital 8,000 8,000 8,000
Legal reserve 35,205 34,984 34,136
Acquisition of treasury shares (5,027) (5,027) (5,027)
Retained earnings 80,020 69,956 46,331 Net profit for the period 6,881 6,068 34,876 TOTAL GROUP SHAREHOLDERS´ EQUITY 125,079 113,981 118,316 MINORITY INTEREST EQUITY --- 1,982 2,786 TOTAL SHAREHOLDERS' EQUITY 125,079 115,963 121,102
LIABILITIES
Non-current liabilities
Provisions for risks and charges 1,650 2,411 2,443 Leaving indemnity 7,678 7,341 6,767 Medium/long term loans 22,633 27,657 25,630 Other non-current liabilities 225 1,309 225 Deferred tax liabilities 4,106 3,882 4,096 Total non-current liabilities 36,292 42,600 39,161 Current liabilities
Bank payables and current portion
of medium/long term loans 92,015 95,729 96,284 Trade payables 47,518 42,414 51,506 Other current liabilities 15,370 13,288 15,546 Current income taxes 6,737 6,433 3,450 Total current liabilities 161,640 157,864 166,786 TOTAL LIABILITIES 197,932 200,464 205,947 323,011 316,427 327,049 TOTAL SHAREHOLDERS' EQ. & LIAB.
Q1 2012 Q1 2011 2011
(Euro thousand) Consolidated Consolidated Consolidated
Net revenues 70,942 65,976 291,227
Raw material, ancillary,
consumables and goods (13,199) (13,701) (62,642)
Services (22,683) (21,228) (86,856)
Labour costs (17,182) (15,066) (63,360)
Amortisation and depreciation (6,294) (5,861) (24,200)
Other operating expenses (497) (356) (3,043)
Other operating income 128 180 3,980
Operating profit 11,215 9,944 55,106
Financial income 260 142 944
Financial charges (755) (467) (2,726)
Net exchange gains (losses) (3) (67) (499)
Profit before taxes 10,717 9,552 52,825
Income taxes for the period (3,834) (3,459) (17,780)
Net profit before minority interest 6,883 6,093 35,045 Minority interest loss (profit) (2) (25) (169) Group net profit 6,881 6,068 34,876
Earnings per share:
0.087
0.077 0.44
Comprehensive Consolidated Income Statement
(Euro thousand) Q1 2012 Q1 2011 2011
Group net profit 6,881 6,068 34,876
684 (165) (986)
Income taxes -- --
--684 (165) (986) 7,565 5,903 33,890 Other comprehensive income statement items net of
taxes
Total Group comprehensive net profit
Basic (and diluted)