Annual Report 2013

Transcript

Annual Report 2013
RIVA FORNI ELETTRICI
Bilancio Consolidato
Annual Report
2013
Carica cesta rottame in forno - Stabilimento di Siviglia / Steel scrap basket charged into the furnace - Sevilla Plant
Indice
Contents
Ricordo di Emilio Riva
3
In memory of Emilio Riva
Relazione sulla gestione
7
Business Report
Profilo del Gruppo
9
Group Profile
I dati significativi
13
Bilancio consolidato
39
Consolidated financial statements
Nota illustrativa
47
Notes to Consolidated financial statements
Relazione della Società di Revisione
e del Collegio Sindacale
79
Auditors’report
Highlights
I principali prodotti
Main products
Semiprodotti
(da colata continua)
Semiproducts
(continuous casting)
Blumi
Billette
Blooms
Billets
Laminati a caldo
Hot rolled products
Vergella
Tondo cemento armato
Barre
Wire rod
Concrete reinforcing bars
Bars
Laminati a freddo
Cold rolled products
Rete elettrosaldata
Filo trafilato
Trafilati
Pelati
Rettificati
Welded mesh
Drawn wire
Drawn products
Peeled bars
Ground bars
RIVA FORNI ELETTRICI
75%
25%
Riva Energia
100%
100%
Holding
Riva Acciaio
90%
10%
12,44%
Immobiliare
Siderurgica
100%
Siderurgica
Sevillana
100%
A.S.I.
100%
Parsider
100%
Riva Aciér
75%
Riva Stahl
25%
100%
Acor
94%
H.E.S.
6%
100%
Thy Marcinelle
100%
Trefileries de Fontaine
L’Eveque
99,12%
Centre Coord. Sid.
0,88%
90%
Holding
98,13%
SAM
100%
Iton Seine
100%
SAM Montereau
100%
Alpa
1,87%
94%
B.E.S.
100%
Betonstahl
Lampertheim
Gruppo RIVA FORNI ELETTRICI - al 31.12.2013
RIVA FORNI ELETTRICI Group - as at 31.12.2013
6%
10%
87,56%
Muzzana
Trasporti
In memory of Emilio Riva
While the first consolidated financial statements of
the Riva Forni Elettrici Group was being closed, on 29th April 2014 Emilio
Riva, the founder in 1954 of the first company from which the current
group sprung off, passed away.
Without wanting to give to rhetoric, one cannot therefore avoid recalling
here Eng. Riva, whose professional commitment and whose business
foresight played a decisive role in the growth and development of one of
the main Italian, European and worldwide steel groups.
Emilio Riva was born on 21 June 1926 in Milan, and began his
entrepreneurial career building in 1954, along with his brother Adriano, at
the age of 28, Riva&C - a company that marketed iron scrap destined to
the steelworks in the Brescia area.
Three years later he had built in Caronno Pertusella in the province of
Varese the first steel plant, with an electric furnace, where, in 1964, he
installed - first worldwide - the “Danieli” continuous casting machine
which still today represents a vital technology for all production sites of
the world, and that, in 2001, granted Emilio Riva, the Degree Honoris
Causa in mechanical engineering at the Polytechnic University of Milan.
From that “continuous casting”, and from that furnace, the unstoppable
success adventure of Emilio Riva begun and growth of the Group that
will become, in a few decades, one of the first ten leading producers of
the field world, and whose expansion stages may be summarized in:
acquisition of Acciaierie del Tanaro, in the Cuneo area (1966); acquisition
of S.E.E.I in the Brescia area (1970); entering the Siderurgica Sevillana in
Spain (1971); in Iton Seine in France (1976).
Until the mid ‘70, the Group also managed a steel plant in Addis Ababa and
other verticalization installations of steel products in Ethiopia, activities that
fostered the economic development of the African nation and that made
Emilio Riva gain the commendations of the then emperor Hailé Selassié. In
1981 Officine e Fonderie Galtarossa of Verona were purchased.
Emilio Riva was then a pioneer and a great protagonist (as well trailblazer)
of the privatisation era of the European steel industry of the ‘80, a heavily
advocated process at the time, by Viscount Étienne Davignon that,
as European Commissioner for industrial affairs, promoted a drastic
restructuring of the steel system on the Old Continent, a system that
suffered a crisis that seemed irreversible at the time.
Struck by a heavy economic crisis, as well as subject to competitive
distortion of the market, influenced by the dominant public control,
the European steel industry found the way to recovery, thanks to the
“Davignon remedy”. The privatizations represented, in that sense, the
main lever, but the process was not simple and linear, in as much as,
being impossible to find within their own country appropriate subjects to
support and manage the privatisation program - different Governments,
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from the French, to the Belgian and the German - had to resort to foreign
companies and entrepreneurs.
Emilio Riva was the first of these entrepreneurs: in just a little more
than a decade he carried out, through the acquisition of the control, the
privatisation of ALPA - Aciéries et Laminoirs de Paris (France), of THY
Marcinelle – Charleroi (Belgium) and of Brandenburger Elektrostahlwerke
and Hennigsdorfer Elektrostahlwerke, creating a real model and - as
we would say today - a reference “benchmark” for all the subsequent
European privatization operations.
This allowed Emilio Riva to collect many honors and international awards,
from the Grand Cross of Merit conferred on him by the King of Belgium
in 2000 to that conferred by the president of the Federal Republic of
Germany in 2002, the French Legion of Honor in 2005, and that led
Étienne Davignon to declare that if “the steel industry is not an industry
as the others, the Riva Group is not a steel group as the others [ … ]” and
to define Emilio Riva and his family as the real “prophets of a dynamic
and optimistic vision of the private company”.
Mr. Riva was a pioneer also in Italy: in 1988, in fact, becoming majority
shareholder in the company Acciaierie di Cornigliano, with minority
shares granted to Ilva (former Italsider), gave life to the first joint venture
with public participation.
The acquisition of Acciaieria di Cornigliano was, in fact, the first
“privatization” of a full cycle factory, and it required massive interventions
at the business management level to solve a critical economic situation.
The production of the Riva Group broadened the range of products,
extending to slabs (semi-finished products for rolling into flat products).
In April of 1995, the Riva Group purchased from IRI the company Ilva
Laminati Piani, where many of the companies controlled by Ilva had been
merged, with manufacturing plants in Taranto, Novi Ligure, GenovaCornigliano and Turin.
The operation involved numerous interventions, and then large investments,
in the renovation of the different plants and to improve their efficiency and
their environmental sustainability, for technological innovations.
In Taranto alone, the Group invested, from 1995 to 2011, 4.5 billion euros
(more than the total profits of the entire Group in the same years), of
which more than 1.2 billion for environmental actions, for the conversion
and enhancement of the site, otherwise destined to an inexorable decline.
The result was that, in just 12 years, the Group could increase by ten
times the value of the investment, making the Puglia plant become one of
the largest European production centers for steel, vital for many sectors
of the national industry, first of all the automotive sector.
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From Taranto started the judicial matter that marked the last years of
the life of Emilio Riva, rightly proud to have “always opened and bought
factories and never closed one”, and deeply touched not just the heart
of the steel group but the entire Italian steel sector, considering that Ilva
(and businesses associated with it) is the largest production pole of the
country, and unique for quality and size, to be able to compete with the
international giants in the field.
Emilio Riva has gone with the regret of not being able to defend itself against
allegations he was challenged with, but, as he confided to the people close
to him, even with the certainty that justice would have followed its own
course, returning to him and the Group the full good reputation.
All those who have had the luck and privilege to work side by side with Emilio
Riva and to grow professionally under his guidance will not have to wait the
timings of justice: because for them this good repute has never failed.
-5-
Parco billette - Stabilimento di Siviglia / Billets storage yard - Sevilla Plant
Relazione sulla gestione
Business report
Group Profile
The Riva Forni Elettrici Group (hereinafter also “RFE
Group”) operates in the steel industry and other related activities, and
specifically in the field of “long products”.
The Group has begun to operate, with legal effect as of 1st January 2013,
following the partial demerger carried out by Riva Fire S.p.A.
This demerger was carried out with the aim of:
- proceeding to the separation of activities relating to the production
and marketing of “long products” from those activities relating to the
production and marketing of “flat products”;
- giving the Recipient Company (RFE) all the Group components relating
to the field of “long products”, separating - at the same time - the
corporate structures relating to the “flat products” field.
From the industrial point of view, the “demerger” was based on the
following assumptions:
- the field of activity related to “long products” has substantially different
characteristics from those that distinguish the “flat products”, both
in terms of production process and characteristics of the finished
products, and in terms of resources for research and development;
- the separation of “flat products” from “long products”, in the context
of the current general economic environment and competitive
industry, allows each sector to optimize choices, as well as possible
synergies achievable as a result of acquisitions and/or agreements
with industrial, commercial and financial partners (the development
for outside paths and the partnership may in fact be accomplished
more simply whenever autonomous and separated areas are present,
with distinct control structures).
The “demerger” was therefore aimed at:
- creating two groups working in different sectors;
- allowing each sector to pursue the best strategic choices, even in
terms of acquisitions and alliances;
- expanding the opportunities for growth of each sector;
- developing the independence and effectiveness, as well as the
potential on the individual reference markets.
For a fuller discussion of the demerger operation described above and
its legal and accounting aspects, please refer to what is reported in the
“Demerger project” and in the documents attached to it.
From an operational point of view, the steel business for “long products”
is therefore represented:
- by Riva Acciaio S.p.A;
- by the subsidiaries belonging to the Company of Luxembourg law
Stahlbeteiligungen Holding S.A., operating - mainly – on the EU
markets, in addition to other more modest investments in some of the
activities complementary to the “Demerger” ones.
At the end of the demerger process shown above in its strategic and
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operational features, Riva Forni Elettrici S.p.A. holds the branch of the
company relating to the production and marketing of long products,
consisting mainly of companies operating in Italy (Riva Acciaio), Germany
(Riva Stahl and subsidiaries), France (Riva Acier and subsidiaries), and in
Belgium (Thy Marcinelle), Spain (Siderurgica Sevillana) and Canada (ASI).
It should be remembered that the first year post demerger of the RFE
Group was influenced by some judicial events, moreover developed in
conjunction with an already difficult economic situation of the reference
market, particularly the Italian one, that profoundly affected the trend and
management of the parent company Riva Forni Elettrici S.p.A. and some of
its subsidiaries (especially Riva Acciaio S.p.A and Muzzana Trasporti S.r.l.).
These events were inspired by the seizure of money, credit balances
of current accounts, reports and/or financial availability of any type,
shareholdings, immovable and movable property, plant, machinery,
industrial and commercial equipment, etc. , arranged by the judiciary
of Taranto, in May 2013, towards Ilva s.p.a., and its holding company
Riva Fire s.p.a. within the scope of the investigation called “Ambiente
svenduto – Downsold environment”, and subsequently extended (22-23
May 2013) to RFE and, then (9 September 2013), against all subsidiaries
to the latter, including Riva Acciaio.
Compliance with these measures, which subjected all the assets and
properties of these companies under a constraint of unavailability, and
determined the block of the operation of the centralized treasury service
of the RFE Group, generating injurious effects also on subsidiaries - thus
led to the forced block of every business activities of all RFE subsidiaries.
RFE and its subsidiaries timely contested the abovementioned measures,
but only on 20 December 2013 the Court of Cassation finally cancelled
without adjournment the contested order, declaring the measure as
abnormal and illegitimate, and thus disposing the cessation of the
precautionary measure and the refund of all assets to the claimants (while
the operative part of the said decision was notified to the companies
involved on 27 December 2013 by the Guardia di Finanza).
This meant that for at least four months, from September to December
2013, the RFE Group suffered a total forced inactivity.
The effects of the mentioned seizures are still being defined; the involved
companies have reserved to promote suitable legal actions in the
appropriate courts, assuming that the various seizures have produced
harmful effects related, by way of example but not limitation:
-
- 10 -
to block the bank current accounts and seizure of the deposited amounts;
in the increase of interest rates charged by lenders and factoring
companies (greater compared to a normal industrial management
activity);
-
-
-
-
the inability to access new credit lines;
the impossibility, in particular considering the seizure of inventories
of products on Riva Acciaio S.p.A., of shipping any material that had
already been ordered and ready to be shipped, with negative impacts
in customer relations and with inevitable repercussions also on the
customers’ customers;
the change in the payment terms from suppliers, getting, in some cases,
to the request for advance payment before delivery of the goods;
the withdrawal of loans, from credit insurance companies, to the
suppliers of the Group, with the effect of considerably reduced
supplies if compared to the standard ones;
the production block of Italian plants of the Group, with inevitable
consequences on the social partners involved that also led to a loss
of competitiveness, market and customers.
the undertaking of considerable disbursements linked to the activities
of lawyers called to defend the Group.
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The corporate organization chart of the Group as of
31 December 2013 is presented in the flyer above. The production and
processing facilities and sales branches of the Group, on the same date,
are located as follows:
Countries
Production
and processing facilities
Italy
7
France
7
Germany
3
Belgium
2
Spain
1
Canada
1
———
21
=====
In 2013 the RFE Group reached a consolidated turnover
of Euro 3,695 million, with a steel production of 7.6 million tons and with the
use of 5,066 employees.
The comparative data for the year 2012 have not been
included in consideration of the fact that the Riva Forni Elettrici Group
was established only in 2013 as a result of the demerger operation, the
characteristics of which have been described above; in addition, being
an operation of “business combinations involving entities or businesses
under common control”, the above demerger operation is excluded from
the scope of IFRS 3 and IFRIC 17.
- 12 -
Treno sbozzatore laminazione 1 - Stabilimento di Siviglia / Roughing rolling mill no.1 - Sevilla Plant
I dati significativi
Highlights
Quote produttive del Gruppo sul totale europeo U.E.
(U.E. a 28)
Group Production shares over total Europe E.U.
(E.U - 28)
18
16
14
12
10
8
6
4
2
0
2011
2011
2012
2012
2013
2013
Quote • Shares (%)
2011
2012
2013
Acciaio • Crude steel
6,1
6,3
6,4
Laminati lunghi a caldo • Long hot-rolled products
10,8
11,9
12,2
(Stime • Estimates)
I siti produttivi e di trasformazione
Production and transformation plants
Italia • Italy
Riva Acciaio - Annone Brianza (LC)
Riva Acciaio - Caronno Pertusella (VA)
Riva Acciaio - Cerveno (BS)
Riva Acciaio - Lesegno (CN)
Riva Acciaio - Malegno (BS)
Riva Acciaio - Sellero (BS)
Riva Acciaio - Verona
Estero • Foreign
Acor - Creil (F)
Acor - Vauvert (F)
Acor - St. Just St. Rambert (F)
Alpa - Gargenville (F)
ASI - Montreal (CAN)
BES - Brandenburg (D)
HES - Hennigsdorf (D)
Iton Seine - Bonnieres Sur Seine (F)
Riva Stahl - Lampertheim (D)
SAM - Neuves Maisons (F)
SAM - Montereau (F)
Siderurgica Sevillana - Siviglia (E)
Trefileries de Fontaine l’Eveque - Fontaine l’Eveque (B)
Thy Marcinelle - Charleroi (B)
Betonstahl Lampertheim - Lampertheim (D)
USA e
Canada
Società Commerciali
Trading Companies
Estero • Foreign
Riva Acciaio - Milano (I)
Riva Aciér - Creil (F)
Riva Stahl - Hennigsdorf (D)
Siderurgica Sevillana - Siviglia (E)
Thy Marcinelle - Charleroi (B)
RIVA FORNI ELETTRICI S.p.A. Milano
Highlights
(In million euros)
2013
Operating results
Net sales
Operating margin
Net income (loss)
3,694.5
(45.5)
(60.3)
Capital Structure
Group equity
Long-term debt
Net Financial Position
Property, plant and equipment
1,104.9
(254.3)
734.3
Other key figures
Cash flow from operations
Depreciation and amortization
Net financial income/ (loss)
Capital expenditures
134.1
134.8
(13.6)
84.4
Key Statistics
Employees at year end
n.
5,076
Tons produced (in thousands):
- Crude steel
- Wire rod
- Concrete reinforcing bars
- Bars, hot-rolled billets
t.
t.
t.
t.
7,591
4,204
2,101
913
Sales per employee (in thousands of Euros)
729
- 17 -
La produzione d’acciaio e di laminati • 1996 - 2013
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
Steel and rolled production • 1996 - 2013
10000
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
Migliaia di tonnellate
Thousands of Tons
Produzione d’acciaio
Produzione di laminati a caldo
Steel production
Rolled products
The international
steel industry
During 2013, the world economy expanded by 3.0%
(IMF estimates) compared to a growth of 3.3% in 2012. The largest
contribution to the growth came from the emerging economies that, while
slowing compared to 2012, have generally grown at a rate of 4.7%.
To support the economies of emerging countries was substantially the
growth in the demand of advanced economies and in China. However,
the domestic demand remains weak, and given the decrease in external
investment and the uncertainties on the political level, we expect a
stabilization of the growth, particularly in Russia and Brazil.
In China, the economy has grown at a rate of 7.7%, with a significant
acceleration in the second half of the year, mainly due to an acceleration
in investment.
The acceleration of the economy in India is mainly due to a season
thankfully spared by the violence of monsoons, and an increase in
exports. The adoption of new input on new investments should lead to a
strengthening of growth.
In developed countries, that overall recorded a growth of 1.3%,
the dominant traits were the uncertainty and mistrust that meant
postponements of the spending decisions by households and businesses.
The growth rate of these economies has been slowed down by the datum
of the Euro Area that, after a slow first quarter marks a decline for three
consecutive quarters and closes the year with a -0.4%.
An adverse effect on the economic performance of the area was produced
by a multiplicity of factors such as the reduction of financial leverage, the
consolidation of public finances and the persistent difficulties faced by
the building sector and the high levels of unemployment.
The growth is expected to strengthen to +1% in 2014, and +1.4% in 2015.
The starting point for growth will generally be more modest in European
countries that have faced various degrees of financial hardship (Greece,
Spain, Cyprus, Italy and Portugal), where the increase in exports would
help to support the growth, while the high debt, both private and public,
and the financial fragmentation will continue to restrain domestic demand.
In the United States Gross domestic product grew by 1.9%. Economic
growth is expected to be equal to 2.8% in 2014. This acceleration is due
partly to a less restrictive fiscal policy, as a consequence of the recent
budget agreement.
The Japanese economy, finally, grew over 2013 at a rate of 1.7% and
should slow down gradually over the next two years.
- 19 -
Steel market
The year 2013 closes with a new record for the world production that,
with 1,607 million tonnes, overcome by approx. 3.9% the previous peak
of 2012 (Worldsteel data).
The growth came primarily from Asia, Middle East and Africa, while the
production of steel in all other regions declined in 2013 compared to 2012.
The annual production of Asia, with about 1,059 million tonnes of steel,
improves by 6.0% on the previous year’s results. The continent’s share
increased slightly, from 64.6% in 2012 to 65.9% in 2013. The steel
production in China has marked a new record in 2013 with 779 million
tonnes and an increase of 7.5% compared to 2012. China, in 2013,
produced little more than half of the world steel, with an increase in the
production share from 46.9% in 2012 to 50.4% in 2013.
Japan produced approximately 111 million tonnes in 2013, with an
increase of 3.2% from 2012, while South Korea experienced a contraction
to about 66 million tonnes (-4.4%).
A reduction affected also the CIS countries (-1.9%), with a drop of
Russia (-1.5%) and Ukraine (-0.5%) due to the decrease in demand
from major markets.
A decrease also for South America and North America (decrease of
-0.8% and -1.9% respectively). Brazil produced about 34 million tonnes
in 2013, a decrease of 1% compared to 2012, while the United States
produced approximately 87million tonnes (-1.9% compared to 2012).
In contrast, Africa and the Middle East will improve by 5.8% reaching
approximately 42 million tonnes, pulled by Iran (about 15 million tonnes,
+6.6%) and Egypt (about 7 million tonnes, +1.9%), while Turkey slows
down (about 35 million tons, -3.3%).
The EU has registered a decrease of -1.8% compared to 2012, with
a production of about 166 million tonnes in 2013. Germany produced
about 43 million tonnes of steel in 2013, with a production level close to
that of 2012.
Italy showed a significant decrease (11.7%), with a production of about
24 million tonnes, while the French and Spanish productions remain
substantially stationary on the levels of 2012, with increments of 0.5%
and 0.7% respectively.
Only exception is the United Kingdom that consolidates a growth of
23.8%, reaching approximately 12 million tonnes and becoming the 5th
main European producer.
The ranking of the leading producers of the last two years shows how Italy
underwent the greatest contraction (-3.2 million tons), followed by South
- 20 -
Korea (-3.1 million tonnes) and the United States (-1.7 million tonnes).
Otherwise, the largest increases affected China (+54.3 million tonnes),
India (+ 3.9 million tonnes) and Japan (+3.4 million tonnes).
The average utilization of capacity in 2013 was 78.1%, slightly higher
than in 2012 (76.2%).
Consumption of finished products
The latest data currently available (Worldsteel source) indicate a worldwide
consumption of finished products of 1,481 million tonnes, with an overall
increase of 3.6% compared to 2012, after 1.9% in the previous year.
Following Worldsteel a contained grow is expected, equal to 3% in EU28
in 2014 and 2015.
As regards the individual countries, all will enjoy a positive rate between
1% (Austria, France, Netherlands, United Kingdom) and 7% (Finland).
For the Italian market, growth rates are expected around 2.6% (2014) and
4.1% (2015).
Very positive trend of the North African market, with a growth of 7% for
2014 (Morocco, Algeria, Egypt).
Turkey also benefits from a favorable economic situation and highlights
a growth rate of 4%.
- 21 -
The Italian steel industry
Economic framework
In 2013, the Italian economy shrank by 1.8%.
The GDP, which is supported by exports and variation in stocks,
interrupted its fall only in the third quarter of 2013.
The industrial activity, which had been decreasing almost without
interruption since summer 2011, increased again over the last months
of last year. Based on the surveys and the evolution of the industrial
production, the growth of the product would have been just positive in
the fourth quarter, with a fragile recovery in the Euro Area. The confidence
indicators of companies still improved in December, setting on the levels
observed at the beginning of 2011.
The corrective manoeuvres of public finance set a weight on financial
recovery and continued to have an adverse effect on consumption and
investment.
The economic picture looks very different depending on the categories of
businesses and their geographical location. To improve the prospects of
the larger industrial companies and those more oriented toward foreign
markets, opposes a still unfavourable picture for the smaller companies,
for those in the services sector.
Despite early signs of stabilization of employment, the labour market
conditions remained difficult. The rate of unemployment, which normally
follows with some delay the evolution of the economic cycle, was over 12%
in 2013. As a result, household consumption over the year fell by 3.0%.
In the third quarter of 2013 the decline in households consumption
attenuated; but the same consumption is still however, hampered by the
weakness of disposable income, and of the difficult conditions of the
labour market. In the fourth quarter the recovery in confidence that had
been running since the beginning of 2013 was interrupted. In the latter
part of the year there were signs of stabilization of household expenditure.
Gross fixed investment decreased by 5.2% (compared to 8.2% in 2012);
the decline in investment in construction was higher than 5%, while the
investments in machinery and equipment are about 1% lower.
Positive was the contribution to GDP growth provided by net foreign
demand. The balance of current part of the balance of payments returned
positive in 2013; the surplus is expected to increase again, even in the
presence of an increase in the number of imports led by the expected
gradual strengthening of the economic activity. The improvement of the
balance between the 2010 and 2013 was not affected only by the decline
in imports induced by the recession, but also by an increase in exports.
Exports rose by 0.5% (estimated), a rate similar to that of 2012, while
imports rose sharply, after a decline lasted ten consecutive quarters.
- 22 -
Italian steel market
In 2013, the production of steel in Italy was equal
to about 24 million tonnes, a decrease of 11.7% on 2012 and 24% in
comparison with the pre-crisis peak of 2006.
The cyclic production profile reports a slight reversal of the trend at the
beginning of 2014.
Long products, who continue to be penalized by the decline in the
construction industry, undergo a new recession. In 2013, the production
of long-rolled products, equal to 11.4 million tonnes, decreased by 3.1%
compared to 2012.
The concrete reinforcing bars (in decline on average by 7%), is the most
penalized product; the wire rod loses 2.7%, after having already slipped
the previous year, while the production of bars concludes the year with a
slight increase (+0.6%).
The apparent consumption of steel products in 2013 was equal to about
22 million tonnes, an increase of 0.4% compared to 2012.
In 2013, long products, with approximately 9.0 million tonnes, recorded
a decline of 5.8%, almost determined by the fall of concrete reinforcing
bars (1.6 million tonnes, -27%) which, with respect to the peak of 2006,
loses over 65%.
The activities of national companies marked a slowdown in 2013
(production of about 24 million tonnes, -11,4%, while imports increased
by 12.4% to reach 15.6 million tonnes, with an emphasis on European
ones (8.8 million tonnes, +9.2%) on the extra-European ones(6.9 million
tonnes, of +16.5%).
In addition to the flexing of national demand, can be added the foreign
demand one, with exports, which fell by 7.4% on an annual basis, driven
by decline both of the extra-European (5.3 million tonnes, -6.4%) and
European (11.4 million tonnes, -7.9%) ones.
The cyclic profile of market components signals a further weakening
of national demand, with an increase in the gap between supply and
demand.
The year 2013 was a very difficult year for the Italian steel industry. The
projections on the Italian economy for the two following years published
by the Banca d’Italia confirm the turning point of the activity that took
place at the end of 2013. In 2014 there would be a moderate recovery
in economic activity: after a reduction by 1.8 percent in 2013, the GDP
would grow 0.6% this year and 1.1% in 2015. This would result in a
contained growth in apparent steel consumption of +2.6% in 2014, and
+4.1% in 2015 (real consumption respectively of +0.2% and +3.8%).
- 23 -
The Riva Forni Elettrici
Group
The total number of legal entities that are part of the
Group is 27.
For a complete detail of the consolidation area, see Appendix 1.
Secondary places
of business
None of the companies of the RFE Group has
established branches.
The Sales
The turnover of the RFE Group was Euro 3,695
million. In detail, the turnover per Country of origin is the following (in
millions of Euro):
Countries
Italy
2013
742
Germany
1,185
France
1,077
Belgium
361
Spain
327
Canada
3
---------3.695
=======
Sales of steel products made by the Italian companies represent about
20% of the entire turnover, while the remaining 80% of the total has been
achieved by the European subsidiaries. Marginal is the turnover achieved
by non-EU companies.
- 24 -
The Production
In 2013 the Group produced 7.6 million tons of steel
with a prevalence (82%) of the production in the EU countries. The total
production of the Group was maintained over the last year, as it can also
be seen from the data reported in the following table (in thousands of tons):
Countries
2013
2012
+ (-)
Italy
1,346
1,557
(211)
France
2,563
2,577
(14)
Germany
2,156
2,209
(53)
Belgium
808
713
95
Spain
718
703
15
----------
----------
----------
7,591
7,759
(168)
=======
=======
=======
The decrease in production was largely due to the subsidiary Riva Acciaio
S.p.A., in relation to the abovementioned events which involved it over
the year 2013.
In terms of production quotas on the total of the EU,
in 2013 the Riva Forni Elettrici Group essentially confirms its presence
both in the production of crude steel and in the field of long rolled
which operates in. A summary of the shares at European level, drawn
up on the basis of data estimates available at present, is shown in the
following table:
Market share of the RFE Group in Europe (EU 28)
2013
2012
2011
Raw steel
6.4%
6.3%
6.1%
12.2%
11.9%
10.8%
Long-rolled products
- 25 -
The result of operations
The consolidated income statement can be
summarized as follows (in millions of Euro):
2013
%
3,695
100.0%
Operating margin
(45)
(1.2%)
Net financial loss
(14)
(0.4%)
Net income (loss)
before minority interest
(60)
(1.6%)
Net income (loss)
(60)
(1.6%)
Net sales
The economic results of the financial year 2013 have been affected in particular:
- by the difficult economic situation in the global economy, which also
reflected on the steel sector;
- by the achievement of positive margins in some geographical areas and
negative in others;
- by the consolidation of production quotas in the sector the Group operates in.
The balance of the financial management is analyzed below (in thousands of Euro):
2013
Interest expense on debetures
Interest expense and financial charges
14,055
Discounting charges
894
Foreign exchange losses
349
------------
Total financial expenses
15,298
------------
Interest income and other financial income
Income from investments in associates, net
Foreign exchange gains
120
276
1,299
------------
Total financial income
1,695
------------
Net financial loss
(13,603)
========
The result of the financial management suffers from a remarked worsening
of conditions on funding applied by the credit institutions, given the
continuing difficult economic situation.
- 26 -
Cash flow
The cash flow generated from operations was Euro
134 million, thus represented (in millions of Euro):
2013
Income (loss) before minority interests
(60)
Depreciation and amortization
135
Changes in provisions
59
------------
Operating Cash flow
134
========
The net financial position can be summarized below (in millions of Euro):
2013
Cash and cash equivalents
Bank overdrafts
Short-term financing
122,596
(298,240)
(78,655)
------------
Bank overdrafts, net
(254,299)
------------
Long-term debt
------------
Net financial indebtedness
(254,299)
------------
Net financial position
(254,299)
========
- 27 -
The improvement in the net financial position was mainly due to the cash
generated from operations for the year; the main changes occurred over
the year are highlighted in the consolidated financial statements (Note 1) of
which the following is a summary (in millions of Euro):
2013
Cash and cash equivalents (bank overdrafts)
at the beginning of the year, net
(275)
------------
Cash flows provided by operating activities
127
Cash flows used in investing activities
(105)
Cash flows used in financing activities
(1)
------------
Increase in cash and cash equivalents, net
21
------------
Bank overdrafts at the end of the year, net
(254)
========
Main Indicators
Profitability indicators
2013
ROI (operating margin/ (operating invested capital - operating liabilities))
(5.19)%
Net ROE (net result/ shareholders’ equity)
(5.46)%
ROS (operating margin/ sales)
(2.08)%
Solvency Indicators
2013
Working capital (Current assets – Current Liabilities)
368
Current Ratio (Current Assets/ Current Liabilities)
1.33
Operating working capital (Trade and other receivables +
Cash and cash equivalents) – (Current Liabilities)
(288)
Cash Ratio (Trade and other receivables + Cash and cash
equivalents)/ (Current Liabilities)
- 28 -
0.74
Loan structure indicators
2013
Personnel
Debt-to-Equity Ratio
(Long-term Liabilities + Current Liabilities)/ Group Equity
1.05
Leverage Ratio
(Financial Liabilities/ Group Equity)
0.34
The number of employees as of December 31, 2013
was 5,076 units, against 5,015 of the previous year.
Employees working at foreign units were 3,634 , those working within
Italian companies 1,442 .
Comparative data (excluding the employees of non-consolidated minority
shareholdings) are as follows:
Average headcount
December 31 headcount
Countries
2013
2012
+ (-)
2013
2012
+ (-)
Italy
1,426
1,387
39
1,442
1,377
65
France
1,380
1,384
(4)
1,378
1,397
(19)
Germany
1,521
1,521
0
1,531
1,513
18
Belgium
350
347
3
350
339
11
Spain
357
365
(8)
344
359
(15)
32
31
1
31
30
1
------------
------------
------------
------------
------------
------------
5,066
5,035
31
5,076
5,015
61
========
========
========
========
========
========
Canada
There have been no cases of employees registered in the company’s
register subject to death or any serious work accidents that may have
resulted, in the year under review, in the assessment of definitive corporate
responsibility or any claim for work-related illnesses for which the
companies of the Group may have been declared definitively responsible
under criminal law.
- 29 -
Production and
commercial
structure
As already mentioned, the Riva Forni Elettrici Group
works in the field of long rolled products and is organized by geographical
areas the Group operates in: Italy, Germany, France, Spain and Belgium.
In Italy, Riva Acciaio S.p.A. carries out its production and business
activities at the plants in Caronno Pertusella (VA), Lesegno (CN), Verona
(VR), Cerveno (BS), Sellero (BS), Malegno (BS) and Annone Brianza (LC).
In France, the main production companies are Iton Seine S.A.S., Acieries
et Laminoirs de Paris S.A.S., Société des Aciers d’Armature pour le
Beton - SAM S.A.S., SAM Montereau S.A.S. and Aciers de Construction
Rationalisés - Acor S.A.S., while the purchase of the raw material and
supply of semi-finished and finished products is carried out from the
shore Riva Acier S.a. At the level of general coordination is Parsider S. a.
In Germany, with an organization similar to that present in France, the
productive activity is carried out by the companies HES – Hennigsdorfer
Elektrostahlwerke GmbH, BES – Brandenburger Elektrostahlwerke
GmbH and the newly established Betonstahl Lampertheim Gmbh, while
the marketing activities are carried out by Riva Stahl GmbH.
In Belgium operate Thy Marcinelle and Tréfileries de Fontaine L’Eveque:
the first manufactures and sells its products directly, entrusting
the transformation services to the second; Centre de Coordination
Siderurgique is also present and deals with the management of cash flow
for the non-Italian companies of the group.
In Spain Siderurgica Sevillana is present while in Canada the ASI activity
consists in the selection of iron scrap.
The relationship between the companies within the scope of the present
consolidated financial statements reflect both commercial and financial
operations and transactions and are regulated under normal market
conditions.
As regards specifically to the Parent Company, it has carried out for some
subsidiaries, primarily administrative and financial services.
- 30 -
Capital expenditures
Investments in property, plant and equipment made
in 2013 amounted to Euro 84 million (106 million last year).
Ongoing is in any case the investment plan aimed at modernizing and
strengthening of the production set of the Group. As in previous years, the
plant activity was focused in the attainment of improving the qualitative
aspects of the products, in the containment of production costs, the
improvement of safety conditions and in the consolidation of the production
set in the context of preserving and improving environmental factors.
Research and
development
Research and Development activities primarily
relate to the activities, at the Lesegno (CN) plant of Riva Acciaio, of
the experimental laboratory and the system for the simulation of steel
processes, which enables to implement the R&D activities at the service
of all the Group plants.
These processes are simulated through a number of tools including:
- Gleeble 3800, which is able to recreate, on specially formed specimens,
the manufacturing cycle of the steel, starting from the continuous
casting, passing through the rolling to get to all the types of subsequent
treatments (hot moldings, annealings, welding etc.) performed on the
product. Simulations can be either on long products and on the flat
products.
- Experimental melting furnace, that allows to provide experimental
casting tests to test new products and/or optimize existing ones
without having to use industrial castings.
- Laboratory cold rolling mill, which allows to prepare raw rolling pieces
intended to the continuous annealing tests in the Gleeble simulator.
In this sense process and product metallurgists, technologists, quality
control managers can take advantage of the opportunities offered by
the laboratory itself, within the various types of application (simulation of
continuous casting, dilatometry and determination of the “ttt” and “cct”
curves, simulation of the thermal treatments, simulation of hot rolling,
study of hot deformation, workability of the steel, welds).
All charges resulting from this R&D activity were fully entered in the
consolidated income statement, with the exception of the assets subject
to the amortization process.
- 31 -
Environmental and
ecological matters
The year was characterized by the formation
and completion of the systems for the containment of air pollution, in
implementation of current regulations.
There have been no cases where the companies of the Group have been
declared definitively guilty on matters such as environmental damage,
nor penalties were imposed or final judgments under the criminal law for
environmental offenses.
During 2013, the national plants have operated under the following permissions:
- Caronno Pertusella plant: Autorizzazione Integrata Ambientale
(Integrated Environmental Authorization) (AIA) N. 7379 of 05/07/2007
and following update N. 3662, issued by the Province of Varese, and
currently in the process of renewal/review;
- Lesegno plant: Autorizzazione Integrata Ambientale (AIA) N. 687 of
11.26.2013, issued by the province of Cuneo;
- Verona plant: Autorizzazione Integrata Ambientale (AIA) No 1364/13
of 03.20.2013, issued by the Province of Verona;
- Sellero plant: Autorizzazione Integrata Ambientale (AIA) N. 3012
of 03.20.2006 issued by the Province of Brescia and currently
undergoing a renewal/review;
- Cerveno plant: Autorizzazione Integrata Ambientale (AIA) NO 641 of
01.30.2007 issued by the Province of Brescia and currently under
renewal/review;
- Malegno plant: specific authorization to discharge water, issued by
the Province of Brescia. The plat required the Province of Brescia the
Autorizzazione Unica Ambientale (Unique Environmental Authorisation)
(AUA) that is being examined.
- Annone Brianza plant: specific authorization for emissions to the
atmosphere, issued by the Province of Lecco. The plant required the
Province of Lecco the Autorizzazione Unica Ambientale (AUA) that is
being examined.
The Caronno plant, during 2013, submitted a request for a non-substantial
modification for the replacement of the existing natural cooler used in the
fumes abatement system from electric arc furnace (EAF).
The Lesegno plant, over 2013, submitted a request for a non-substantial
modification relative to the installation of a metering system of activated carbons
for the containment of dioxins in the fumes produced by the steelworks.
All plants, managed under the Autorizzazione Integrata Ambientale (AIA),
have complied with the deadlines required by the Piano di Monitoraggio
e Controllo (Monitoring and Control Plan) (PMC) of the Authorizing Act.
The results obtained always complied with the limits.
During 2013 the plants continued to maintain the appropriate certifications
relating to the aspects of quality, environment and safety UNI EN ISO 9001,
ISO 14001 and OHSAS 18001, issued by the appropriate certification
bodies (IGQ, TUV, LLOYD).
- 32 -
As regards the water requirement of the plants, it is satisfied by special
wells and/or pumping wells from superficial watercourses.
As regards the scrap/waste originated from the production process, it
should be noted that the same were always sent for disposal or recovery
to authorized facilities.
Regarding the foreign plants, the situation is as follows:
- France: all of the plants are managed following specific Prefectural
authority authorizations, the permissions are for an indefinite period of
time.
- Belgium: the plants are managed with specific permissions with
deadline 02.03.2030 for Thy Marcinelle and 03.11.2014 for Tref. de
Fontaine l’Eveque.
- Spain: the plant is managed with proper authorization which expires
in 2018.
- Germany: the plants of Brandenburg and Hennigsdorf hold the
specific permissions for an indefinite period of time, the plant of
Lampertheim for the specific machining tasks and in relation to the
German legislation does not require particular permissions.
REACH Regulation
Compliance with the EU legislation on chemicals,
Regulation 1907/2006 REACH and of related European regulations (first
of all the CLP regulation n. 1272/2008, that reached the third adaptation
to scientific and technical progress), is ensured by a transverse structure
which sees the integrated involvement of professionals with specific
expertise in the administrative, technical-scientific and legal field, operating
both at central level and in production units of the Group.
The safety of chemicals produced and used in production processes
is the subject of careful monitoring, together with the prevention of any
criticality in the vital processes of supply, manufacture and marketing of
steel products.
During 2013, activities were carried out to consolidate within the corporate
practice the application of new regulations, especially in the case of the
obligations deriving from the role of “downstream user” of substances
and mixes thereof. The project - started in 2011 - to monitor the entry
of dangerous substances and those showing particular problems “SVHCS”- provides for the construction of a central unified archive with
shared management and the widespread dissemination of the information
contained in the Safety Data Sheets. These procedures improve in this
way, the control of the safety profile of substances used in the processes
and in working locations already from the first supply stages.
- 33 -
Riva Acciaio adheres to the Reach Consortium using the related technicalscientific facility, in particular as regards the evaluation of the registration
dossier by the ECHA Agency and the need to update the records.
Emission Trading
With reference to the CO2 market and the Emission
Trading System (ETS), please note the following subjects of interest:
- ETS for 2013 – 2020: as of 2013 emission titles for the III stage of
EU ETS for the thermo-electric sector will no longer be allocated by
National Allocation Plans but through auctions.
The auctions and market will be organised in compliance with
harmonised EU level criteria established in the application Regulations
of the new ETS Directive.
The Commission has announced an early auction of EUA permits for 120
million tons of CO2 in 2012. It has also announced that 1.4 billion tons
equivalent in emission permits will be reduced from the total auction
quotas to mitigate the effect of the economic crisis (drop in emissions)
and market length of stage II.
This should contribute to the effectiveness of the plan in transferring
price signals to the market for investments in decarbonisation measures.
- ETS Registers: on June 17, 2011 EU Government representatives
ratified the EU Regulations introducing further security measures to
protect ETS register operations following hacker attacks and their
forced closure in January 2011.
Even with the possibility to use trusted accounts and measures to
protect operators against theft of access credentials, the Regulation
still has provisions for keeping the serial number of titles purchased
anonymous.
Said measure exposes credits to be returned in compliance with the
measure in which the list of fraudulent EUAs can be updated at any
time to risk; possibly making credits bought on the market “in good
faith” unusable.
- Clean Development Mechanism (CDM) Market: EU Governments
have adopted, at the Commission’s proposal, the European Decision,
which bans credits (CER) generated by CDM projects on industrial
gases (HFC-23 and N2O) as of May 1, 2013. Furthermore, during the
Environmental Council of June 21, 16 EU governments (Germany, UK,
France, Austria, Belgium, Estonia, Greece, Sweden, Slovenia, Czech
Republic, Malta, Bulgaria, Latvia, Luxembourg and Slovakia but not
- 34 -
Italy) signed the Danish Government declaration; so, also within the
”Effort Sharing” framework, they will not use HFC credits in the third
ETS period.
- CO2 Expenses: the Riva Forni Elettrici Group has been assigned, for
systems involved in the various plants, emission permits in line with the
effective needs. Therefore, in the financial statement being illustrated,
there was no need to set aside expenses to purchase the permits
needed.
During the year, the companies of the Group have not carried out
operations for the purchase or sale of shares.
Company risk
management
With regard to the management of risk exposures,
with particular reference to financial risks, also within the meaning of art.
2428, paragraph 2, number 6 bis, of Italian civil code , the main risk
categories the Group is exposed to, are listed below:
Risks related to the sectors the Group operates in - The results of the
Group are influenced by the evolution of the prices of the steel market
and the effects that this trend has on the achieved margins; in addition,
for a proper management of the production cycle and of the trade flows,
the Group presents stocks of raw materials and end products; the level
of these stocks is subject to fluctuations in the steel market. These risk
factors are closely linked to the very nature of the business and are
constantly monitored.
Credit Risk - The maximum theoretical exposure to credit risk is
represented by the book value of the financial activities described in
the financial statements. Outstanding loans at the end of the year are
essentially towards diversified customers and the Exchequer. There are
no significant amount expired balances.
Liquidity Risk - The liquidity risk can manifest itself with the inability to
find the financial resources necessary for the operation. The companies
of the Group are included in the system of centralised management of the
Group’s treasury department, therefore the liquidity risks to which they
are subject are closely related to those affecting the Group as a whole.
The two main factors that determine the liquidity situation of the Group
are, on the one hand, the resources generated or absorbed by operational
and investment activities, on the other hand, the characteristics of expiry
and renewal of debt or liquidity of financial assets and market conditions.
- 35 -
The Group has adopted a series of processes designed to optimize the
management of financial resources, reducing the liquidity risk:
- centralized management of flows of cash receipts and payments (cash
pooling) in the various Countries in which it operates;
- maintaining an adequate level of liquidity available;
- diversification of the tools for the retrieval of financial resources and
continuing and active presence on the capital market;
- obtaining appropriate credit lines;
- monitoring of the liquidity conditions in relation to the process of
business planning.
To date there are ongoing contacts with the various banks to obtain further
funding lines, in addition to those related to discount invoices currently
already available. These lines, in addition to the funds generated from
operating and funding activities, will allow to meet the needs arising from
the investment activities, working capital management and repayment of
debts before their natural expiry.
Foreign exchange risk - No credit or debt positions, or financial
derivatives particularly exposed to the exchange risk are outstanding.
Interest rate risk - The Group covers its financial needs both through
the treasury centralised management system with autonomous financing
operations in the markets. The function of centralised treasury is currently
restricted to the foreign companies while those in Italy, mainly Riva
Acciaio S.p.A., have or are getting equipped with autonomous lines. It
is reported that the Group, based on the procedures adopted by the
Board of Directors, may only utilise financial derivatives having hedging
purposes, being the trading and/or speculative activities excluded.
Other risks on financial derivatives - On the closing date of the financial
year, the Group does not carry out any other transaction in financial derivatives.
Risks associated with the demerger of Riva Fire - RFE has begun
to operate as a result of the demerger of Riva Fire S.p.A., carried out
with legal effect as of 1st January 2013, within the context of a broader
plan above the group of companies of which the latter was the head.
As the result of the division, RFE and Riva Fire S.p.A. operated in a fully
autonomous and separate way, each within its own sphere of expertise.
Although the two companies are entirely separate entities both under the
functional and technical-operational profile, as far as from the legal point
of view, from the mid-2013, these were involved together by legal events
inherent ILVA S.p.A. described above. In particular, RFE, as recipient of
the division, was involved in criminal proceedings at the Court of Taranto
n. R.G.G.I.P. 5488/2010, R.G.P.M. 938/2010 within which the Under the
framework of which the Public prosecutor required the prosecution of
all natural and legal persons involved. In this context, the Preliminary
Investigation Magistrate of Taranto, on May 22-24, 2013, ordered the
- 36 -
arranged the prejudgment garnishment aimed at the confiscation of all
assets of RFE.
As a result of the actions proposed by the parties regarding the
precautionary measure, the seizure in question was finally cancelled
without referral from the Court of Cassation on 20th December 2013
which showed multiple profiles of illegality. Riva Fire S.p.A., is also part
of further civil, criminal and administrative litigation proceedings, pending
or threatened, that derive their origin from events which occurred prior to
1st January 2013 (effective demerger date of Riva Fire in favour of RFE).
Some of these proceedings against Riva Fire S.p.A. represent potential
(and currently latent) sources of liability also of RFE. In fact, the financial
responsibility of Riva Fire for facts prior to the date of effectiveness of
the demerger, could, at least as mere hypothesis, have a negative impact
also on RFE in virtue of the rules of the law in relation to demerger.
RFE, moreover, within the limits of the assets assigned to it, is responsible,
notwithstanding, for the debts of the demerged party, prior to the
demerging itself, which should remain unpaid.
- 37 -
Business outlook
In the light of the above considerations, and of
the data gathered in the early months of the current financial year, it
is reasonable to assume that 2014 can achieve decidedly improving
results compared to those of 2013, especially when one considers the
possibility, for the businesses operating in Italy, to return to production
levels in line with those of 2012; criticalities remain however evident in
some of the countries the RFE Group operates in and these aspects that
could adversely affect the margins of the Group.
In the first quarter the following results were achieved:
Turnover (in million Euros)
Tonnes of steel produced (in thousands)
Milan, 3rd June 2014
- 38 -
2014
2013
976
919
2,162
2,007
Formazione e legatura automatica fasci prodotto finito - Stabilimento di Siviglia / Automatic bundling of the final product - Sevilla Plant
Bilancio consolidato
Consolidated financial statements
Fatturato per Paese
Sales by Country
Canada • 0,1%
Italia • 20,1%
Canada • 0.1%
Italy • 20.1%
Belgio • 9,8%
Belgium • 9.8%
Germania • 32,1%
Spagna • 8,9%
Germany • 32.1%
Spain • 8.9%
Francia • 29,2%
France • 29.2%
Produzione d’acciaio per Paese
Steel Production by Country
Italia • 17,73%
Italy • 17.73%
Belgio • 10,65%
Belgium • 10.65%
Spagna • 9,46%
Spain • 9.46%
Francia • 33,76%
France • 33.76%
Germania • 28,40%
Germany • 28.40%
Consolidated income statement for the financial year ended
on December 31, 2013 - (Note 1)
(In thousands of Euros)
2013
Value of production
(Note 20)
Net sales
3,694,569
Change in inventories of work-in-progress, semi-finished goods and finished products
Other revenues
Production costs
3,722,455
(31,736)
59,622
(Note 21)
Raw, ancillary and consumable materials
3,767,953
3,004,538
Service costs
292,706
Payroll costs
275,318
Depreciation, amortization and other provisions
167,120
Other operating expenses
28,271
---------------
Operating margin
(45,498)
---------------
Financial charges, net
(Note 22)
(13,879)
Income from investments, net
276
---------------
Income (loss) before taxes
(59,101)
---------------
Income taxes
(Note 23)
(1,198)
---------------
Income (loss) before minority interests
(60,299)
==========
Minority interests
6
---------------
Result of the year
(60,293)
==========
Earnings per share
(Note
12 - expressed in Euro)
(2.86)
The accompanying notes are an integral part of these consolidated financial statements.
- 41 -
Consolidated Balance Sheets
as of December 31, 2013
(In thousands of Euros)
Assets
2013
Non-current Assets
778,477
(Note 4)
(Note 5)
734,256
and other investments
(Note 6)
19
Long-term financial assets
and other non-current assets
(Note 7)
43,386
Intangible assets
Property, plant and equipment
816
Investments in affiliates
Current assets
Inventories
Trade and other receivables
Short-term financial assets
Cash and cash equivalents
Other current assets
1,486,728
(Note 8)
(Note 9)
(Note 10)
(Note 11)
656,173
706,412
13
122,582
1,548
---------------
Total assets
2,265,205
==========
The accompanying notes are an integral part of these consolidated financial statements.
- 42 -
Consolidated Balance Sheets
as of December 31, 2013 - (Note 1)
(In thousands of Euros)
Liabilities and Group Equity
Group Equity
(Note 12)
Share capital
(1,491)
Other reserves and retained earnings
895,838
(Note 13)
Non-current liabilities
Long-term loans
Provisions for risks and charges
1,104,947
210,600
Translation reserve
Minority interests
2013
226
201,090
(Note 14)
(Note 15)
69,611
Provision for severance
indemnities and pensions
Deferred taxes
(Note 16)
(Note 17)
Current Liabilities
Short-term loans
Trade and other payables
39,453
92,026
958,942
(Note 18)
(Note 19)
376,895
581,911
Other current liabilities
136
---------------
Total liabilities and equity
2,265,205
==========
The accompanying notes are an integral part of these consolidated financial statements.
- 43 -
Consolidated statements of cash flows - (Note 1)
(In thousands of Euros)
2013
Cash flows provided (used) by operating activities
Income (loss) before minority interests
126,952
(60,299)
Adjustments for items not affecting cash flows
Depreciation and amortization
Changes in provisions
134,781
59,610
--------------134,092
Payments of severance indemnities and utilization of provisions
Net change in working capital
Cash flows provided/ (used) in investing activities
Capital expenditures
(32,687)
25,547
(105,154)
(83,947)
Net investments in intangible assets
Net decrease in long-term receivables
Cash flows provided/ (used) by financing activities
(97)
(21,110)
(1,177)
Proceeds from long-term loans
-
Payment of long-term loans
Net change in other reserves and retained earnings
(35)
(1,266)
Net change in minority interests
124
---------------
Increase/ (decrease) in cash and cash equivalents, net
20,621
Cash and cash equivalents at the beginning of the year
(bank overdrafts), net
(274,920)
---------------
Cash and cash equivalents at the end of the year
(bank overdrafts), net
(254,299)
==========
Cash and cash equivalents
Bank overdrafts
122,596
(376,895)
The accompanying notes are an integral part of these consolidated financial statements.
- 44 -
Consolidated statement of changes in Group Equity - (Note 1)
(In thousands of Euros)
Capital
Balance as of January 1, 2013
Translation Other reserves and
Reserve
retained earnings
Total
210,600
-
955,866
1,166,466
=========
=========
=========
=========
Translation adjustments
-
(1,491)
-
(1,491)
Actuarial gains on benefits to employees
-
-
364
364
Other adjustments (note 12)
-
-
(99)
(99)
Net income
-
-
(60,293)
(60,293)
-------------
-------------
-------------
-------------
210,600
(1,491)
895,838
1,104,947
=========
=========
=========
=========
Balance as of December 31, 2013
The consolidated statement of changes in Group equity has been prepared on the basis of the net result of the year. The changes which have
not been directly recorded in the consolidated income statement were highlighted in the individual net equity entries. In order to present the
information thoroughly, it should be noted that the cumulative translation reserve change and the other changes in retained earnings are included
in the configuration of the consolidated comprehensive income statement provided for by IAS 1.
The accompanying notes are an integral part of these consolidated financial statements.
- 45 -
Consolidated comprehensive income statement
as of December 31, 2013 - (Note 1)
(In thousands of Euros)
2013
Net income (loss)
(60,299)
Other items:
Translation adjustment
(1,491)
Actuarial gains
Other profit and loss account items
364
(1,127)
---------------
Comprehensive income statement
(61,426)
---------------
Minority net income (loss)
6
---------------
Total Group net income (loss)
(61,420)
==========
The accompanying notes are an integral part of these consolidated financial statements.
- 46 -
Nota illustrativa
Notes to Consolidated financial statements
L’occupazione • 1996 - 2013 (Solo società controllate)
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
Employment • 1996 - 2013 (Majority owned subsidiaries)
6000
5000
4000
3000
2000
1000
0
Numero di addetti
Number of employed
Notes to the consolidated financial statements for
the year ended December 31, 2013
Introduction
The Riva Forni Elettrici Group is engaged in the field of
production and processing of steel. The Parent Company Riva Forni Elettrici
S.p.A. is located in Milan, in Viale Certosa 249.
About the reasons and aspects related to the birth
of the RFE Group, please refer to what has been illustrated in detail
earlier in the Business Report.
These consolidated financial statements have been prepared in
accordance with the International Financial Reporting Standards
(hereinafter “I.F.R.S.” or “International Accounting Standards”) issued
by the International Accounting Standard Board (I.A.S.B.).
These standards were adopted by the European Commission according
to the procedure outlined in art. 6/1606 of the European Parliament and
Council of July 19, 2002 and pursuant to Italian Legislative Decree n. 38
of February 28, 2005.
The International Accounting Standards adopted by the European
Commission may differ in certain aspects from those issued by the
International Accounting Standard Board (I.A.S.B.).
It should be noted that the I.F.R.S. adjustments regarding the preceding
years were accounted for with direct Equity consideration.
1.
Consolidated
financial
statements
structure and
content
The consolidated financial statements of the Riva Forni
Elettrici Group have been prepared through the consolidation of operating
companies and the holding companies, both Italian and foreign, where Riva
Forni Elettrici S.p.A. owns directly or indirectly the majority of the voting rights.
The financial statements used for the consolidation are generally
those prepared by the Boards of Directors of the individual companies
for approval by the respective board meetings, i.e. those which are
approved by the meetings themselves. These financial statements were
adjusted and reclassified to conform them to I.F.R.S. and uniform Group
accounting principles and valuation method.
The area of consolidation for the financial year ended December 31, 2013
is shown in Appendix 1.
Corporate transactions that affected the Group during the 2013 are the
following:
2013
Amongst the corporate transactions that took place in 2013 we must
- 49 -
remember the transfer made by the German company Riva Stahl Gmbh
for the benefit of the newly-formed company Betonstahl Lampertheim
Gmbh and the purchase by third parties of 25% of the share capital of the
Spanish society Valorizacion de Aridos S.l by the Siderurgica Sevillana S.a
2.
Consolidation
principles
The most important consolidation criteria adopted for
the drawing up of the consolidated financial statements were the following:
a. The carrying value of investments in consolidated subsidiaries is
eliminated against the related share of their shareholders’ equity;
assets, liabilities, income and expenses, are consolidated on a lineby-line basis.
b. The elimination of the book value of investments in subsidiaries as
indicated above is carried out on the basis of the current values at
the date of the purchasing of the subsidiary. Any positive difference
arising from elimination is accounted for as goodwill. Goodwill is not
depreciated but impaired at each reporting date in order to verify that
its book value does not exceed its recoverable amount. Any negative
difference arising from elimination is recognized in the consolidated
income statements.
c. Intercompany receivables, payables, costs and revenues, as well
as profit and appreciations which have not yet been realized are
eliminated.
d. Dividends distributed among the Group companies are written off
in the consolidated income statements. Any related tax credits are
shown as a deduction from income taxes of the financial year, up to
the amount payable.
e. Minority interests in consolidated subsidiaries are stated in a separate
line in the consolidated balance sheets and income statements.
f. The consolidated companies’ financial statements were prepared in
their respective local currencies. The financial statements denominated
in foreign currencies are translated into Euros as follows: income
statement items are translated at the yearly average exchange rates
which approximate the exchange rates in force on the date of the
respective operations; balance sheet items are translated at the
year-end exchange rates, except for the net income (loss) which is
translated at the yearly average exchange rates. Differences arising
upon translation are recorded as a component of Group equity under
“Translation reserve”.
- 50 -
The exchange rates applied for the translation of the foreign companies financial
statements prepared in currencies different from the Euro, are as follows:
Currency
Canadian Dollar
3.
Accounting
principles and
valuation criteria
Average 2013
12.31.2013
1.368
1.467
These consolidated financial statements were drawn
up on the basis of the historical cost convention. Currently there are no
transactions in financial derivatives.
Euro is the functional currency used. Values in the financial statements
and in the illustrative notes are expressed in thousands of Euros, unless
differently indicated.
Use of estimates
in preparing
the financial
statements
The drawing up of the consolidated financial statements
and related notes requires the Directors to make estimates which affect
the stated values of the assets, liabilities, revenues and expenses, and also
of the contingent assets and liabilities on the date of Financial Statement
(such as depreciation and provisions). These estimates are based on the
going-concern assumption, and on the best information available on the
date they were made: the possibility cannot, therefore, be excluded that
events may occur which will cause the assumptions to change. The effect
of any changes in estimates will be recorded in the consolidated financial
statements as soon as they can be objectively determined.
Impairment of
assets
Assets’ values are verified for each financial statement
as of its closing date whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In
this case, the asset is recorded at its recovery value, defined as the higher
of net price of sale and useful value, the latter estimated by discounting
the future cash inflows and outflows deriving from the continued use
of the asset and its final decommissioning. Where the reasons for any
impairment of assets recognized in earlier years no longer exist, the value
of the asset is restored, subject to a maximum of the original book value,
net of depreciation and write-downs.
Foreign
currency items
Revenues and expenses expressed in foreign
currency are translated into the functional currency at the exchange
rate ruling at the time of the underlying transaction; monetary assets
and liabilities expressed in foreign currency are translated into the
functional currency at the year-end exchange rate. Any resulting
differences are charged to the Income Statement. Non monetary
assets and liabilities valued at cost measured in foreign currency are
- 51 -
translated into the functional currency at the exchange rate ruling at the
time of the transaction, while those valued at fair value are converted
at the exchange rate prevailing at the time when the value is being
determined.
Derivative
instruments
To hedge future cash flows related to the payment
of interest and commercial transactions in foreign currency derivative
contracts are stipulated. Changes in the fair value of hedging instruments
are recorded directly to equity reserves. The carrying amounts of the
hedged assets and liabilities are adjusted for changes in their fair value in
view of the risks covered.
The most significant valuation criteria used in preparing the consolidated
financial statements are as follows:
Intangible
assets
Intangible assets are recorded at their purchase or
production cost and are amortized on a straight-line basis over their
estimated useful lives.
Business
combinations
Business combinations are recorded by posting the
difference between the cost of acquisition of the enterprise and the fair
value of its assets and liabilities to its assets and liabilities. If the business
combination involves the control of the acquired company, the above
non-attributed difference is posted to goodwill if positive or to the income
statement if negative. Subsequent share purchases after the Group has
acquired control, are posted to minority purchases and the differences
are offset to “Other reserves and retained earnings”. After the initial
posting, goodwill is not amortized and is posted net of any losses in value
determined according to the method described above.
Property, plant
and equipment
Property, plant and equipment are entered at their
purchase or production cost, net of accumulated depreciation on each item
and written down when necessary as a result of permanent impairments in
value, and also net of any capital grants received.
Where a tangible fixed asset includes significant components with different
useful lives, these components are entered as separate assets. The costs
sustained for the replacement and renewal of significant components are
entered separately. Parts replaced are written-off in full. The subsequent
costs on tangible fixed assets in use are recorded as an increase in the
value of the asset only when it is probable that future economic benefits
will arise that exceed the normal services obtained from the original assets.
- 52 -
All other expenses incurred subsequently are charged in full to the income
statement in the year in which they are sustained. Depreciation of tangible
assets in use is calculated on a straight-line basis at economic-technical
rates, which reflect the estimated useful life of the assets.
Fixed assets in the course of production and advance payments on fixed
assets are entered at cost; depreciation begins on the date when they
enter in use.
The main depreciation rates used are as follows:
Buildings
3-5%
Specific equipment and industrial plants
5-20%
Furnaces
6-18%
Fixtures
20-40%
Furniture and office equipment
10-20%
Means of transport
20-25%
Vessels
5-15%
Lands are not subject to depreciation.
Investments
Investments in entities where a significant influence
is exercised by the Group (generally investments between 20% and 50%
in a company’s equity) are accounted for under the equity method.
Inventories
Inventories are stated at the lower of purchase or
production cost (determined as average cost) and market or net realizable
value. Production cost includes raw materials, labour and all other direct
and indirect production overheads.
Receivables and
payables
Receivables and payables are shown at their face
value. Receivables are then adjusted to their net realizable value through
an allowance for doubtful accounts.
Financial assets
Financial assets are initially entered at cost and
thereafter stated at fair value. Any gains or losses arising from such
valuations are charged to the income statement.
- 53 -
Provisions
for risks and
charges
Provisions for risks and charges cover liabilities
whose amount or effective date is uncertain, when a present obligation
(legal or constructive) exists as a result of a past event and it is probable
that an outflow of resources embodying economic benefits will be
required to discharge the obligation. Provisions are made according
to the best probable estimate of the total amount of the obligation.
Provisions for risks and charges are reviewed and adjusted at the end of
each financial period.
Provisions
for severance
indemnities and
pensions
Consolidated companies have different pension
plans, based upon laws, regulations and labour contracts prevailing
in the countries where they operate. The most significant provisions for
severance indemnities and pensions relate to Italian companies. The
provision for severance indemnities and pensions reflects the present
value of the liabilities for benefits owed to employees, at the termination
date, considering demographic and financial actuarial assumptions. Such
provision is computed in the amount of benefits earned by each employee
in return to their service at each balance sheet date.
The profits and losses arising from changes in the actuarial assumptions
underlying the determination of the fair value of the liability are charged
in full to equity.
Revenues and
expenses
Revenues and expenses are accounted for on the
accrual basis. Revenues from sales of goods are recognized when the
transfer of risk and rewards of ownership has occurred.
Financial revenues
and expenses
Financial revenues and expenses are charged to the
income statement on the basis of the accrual principle.
Income taxes
Provision is made for current income taxes on
the basis of the best possible estimate of taxable income, taking into
account the tax regime and any tax allowances available in the individual
countries. They are stated in the Financial Statement net of any tax
credits that may be due. Deferred taxes are stated on the basis of the
temporary timing differences between the value of an asset or liability for
tax purposes and its balance sheet value. These are calculated using the
fiscal depreciation quotas applying in the various countries.
Due to the peculiar economic conditions of the steel industry, whose
profitability is strongly affected by cyclical trends, tax assets are
recognized only to the extent that the timing of their redemption is
reasonably foreseeable.
- 54 -
Segment
information
For management purposes, the Group’s activities are
organized in a single operating segment.
Commitments and
contingencies
Contingencies which are probable but for which the
amount cannot reasonably be estimated, or which are only possible, are
described in the notes to the financial statements, but no provision is set
aside for them. Remote contingencies are not taken into account.
Assets and
liabilities intended
for disposal
Assets or groups of assets and liabilities which meet
the criteria for classification as held for sale are stated separately on their
own lines in the balance sheet, at the lower of their carrying amount and their
presumed realizable value taking selling costs into account; any losses are
charged to the income statement. The net income of each individual asset,
group of assets or liability to be disposed of is stated separately on its own
line in the income statement.
Changes to
the accounting
standards issued
by the EU and
in force since
January 1,2013
As required by paragraph 28 of IAS 8 are listed
below and briefly explained the IFRS in force since January 1, 2013 with
potential effects on the Group.
Accountig
standards,
amendments and
interpretations
relevant and
applicable from
January 1, 2013
The following accounting standards, amendments
and interpretations have been applied by the Group for the first time
starting from January 1, 2013:
The IASB and IFRIC have approved some changes to and interpretations
of IFRS, which were published in part in the Official Journal of the
European Union and apply for the first time to annual periods beginning
on or after January 1, 2013. They have also approved some changes
in interpretations already issued but applicable to financial statements
referring to periods beginning on or after January 1, 2014.
-
IFRS 13 – Fair value measurement
the standard illustrates the techniques for measuring fair value in
financial statements and applies to all standards that require or allow
fair value measurement or disclosure of information based on fair value.
It also requires disclosures about the inclusion of counterparty risk
in calculating fair value. The new standard has not had a significant
impact on these consolidated financial statements.
- 55 -
-
Amendments to IFRS 7 – Financial instruments: disclosures
On December 16, 2011 the IASB issued a number of amendments to
IFRS 7 – Financial instruments: disclosures. The amendments require
disclosure of information about the effects or potential effects of
netting arrangements associated with financial assets and liabilities
on an entity’s financial position. These amendments have had no
significant impact on the information included in these consolidated
financial statements.
-
Amendment to IAS 1 – Presentation of Financial Statements
On June 16, 2011 the IASB issued an amendment to IAS 1 –
Presentation of Financial Statements which requires all companies
to disclose separately ‘‘Items of Other Comprehensive Income’’
which may subsequently be reclassified to the income statement. The
amendment has been applied by the Group since January 1, 2013
and the related effects on disclosure are shown in the consolidated
financial statements for all periods reported.
-
Amendment to IAS 19 – Employee Benefits
On June 16, 2011 the IASB issued an amendment to IAS 19 –
Employee Benefits, which removes the option to defer recognition of
actuarial gains and losses using the corridor method. The amendment
requires the deficit or surplus on the provision to be presented in
the statement of financial position, cost components associated
with benefits earned by employees and net financial liabilities to be
recognised in the income statement, and actuarial gains and losses
arising from remeasurement of assets and liabilities to be presented
in the statement of comprehensive income. In addition, the return on
assets included in net financial charges must be calculated on the
basis of discount rate of liabilities rather than the expected return on
assets. Lastly, the amendment introduces new additional disclosures
to be provided in the notes to the financial statements. The amendment
has been applied by the Group since January 1, 2013 and the
related effects on disclosure are shown in the financial statements.
In 2012, the IASB also issued the following amendments, which have
already been approved and applied since 2013 and have not had a
significant effect on the Group’s financial statements:
-
IAS 1 – Presentation of Financial Statements
The amendments mainly involve additional disclosures of comparative
information. In particular, it has been clarified that if an entity changes
an accounting standard or applies a restatement/reclassification
retrospectively, it must also present a statement of financial position
as at the beginning of the comparative period (‘third statement of
- 56 -
financial position’ in the financial statements), while the notes to the
accounts are not required to present comparative disclosures also
for the ‘third statement of financial position’, except as regards the
items concerned.
-
IAS 16 - Property, plant and equipment
The changes are mainly related to servicing equipment, which must be
classified under ‘Property, plant and equipment’ if used for more than one
financial year, otherwise under inventories.
-
IAS 32 – Financial Instruments
This contains the requirement to provide information about direct taxes on
distributions to holders of equity instruments and on transaction costs of
equity instruments, which follow the rules of IAS 12.
-
IAS 34 – Interim Financial Reporting
The amendment clarifies that total assets for a reportable segment
need to be disclosed only if such information is regularly provided to
the chief operating decision maker of the entity and there has been
a material change in the total assets for a segment from the figure
previously disclosed in the last annual financial statements.
Accounting
standards,
amendments and
interpretations
endorsed by
the European
Union but not yet
applicable, except
in the case of
early adoption
The IASB has issued the following amendments, the
approval process for which was completed by the European Union by the
date of these consolidated financial statements and which are due to be
applied to future accounting periods or on an early adoption basis: the
Group has not opted for early adoption:
-
IFRS 10 – Consolidated Financial Statements
This standard replaces SIC-12 Consolidation – Special Purpose
Entities (SPVs) and some parts of IAS 27 – Consolidated and Separate
Financial Statements, which will change its name to IAS 27 – Separate
Financial Statements and will govern the accounting treatment of
equity investments in separate financial statements. The new IFRS 10
identifies the notion of control as the factor that determines whether
or not a company should be consolidated into the Parent Company’s
consolidated financial statements, and provides guidance on
determining the existence of control in difficult cases.
Transition Guidance (IFRS 10, IFRS 11, IFRS 12).
On June 28, 2012 the IASB issued ‘Consolidated Financial Statements,
Joint Arrangements and Disclosure of Interests in Other Entities’, a
document which clarifies and simplifies the transition requirements for
IFRS 10, IFRS 11 and IFRS 12.
- 57 -
-
IFRS 11 – Joint Arrangements
This standard replaces IAS 31 – Interests In Joint Ventures and SIC13 – Jointly Controlled Entities – Non-Monetary Contributions by
Venturers. The new standard sets out the criteria for identifying joint
arrangements based on the rights and obligations arising from the joint
arrangements rather than on the legal form of the joint arrangements
themselves, and establishes that equity investments in jointly
controlled entities may only be accounted for in the consolidated
financial statements using the equity method.
-
IFRS 12 – Disclosure of Interests in Other Entities
This standard describes the additional information to be disclosed
about equity investments (subsidiaries, joint arrangements, associates,
special purpose entities and other unconsolidated structured entities).
-
IAS 27 – Consolidated and Separate Financial Statements
The amendment to IAS 27 sets out the standards to be applied when
accounting for investments in subsidiaries, joint ventures and associates
when preparing separate financial statements after the introduction of
IFRS 10.
-
IAS 28 – Investments in Associates and Joint Ventures
The amendment to IAS 28 (as amended in 2011) sets out the criteria
for applying the equity method when accounting for investments in
associates and joint ventures.
On December 16, 2011 the IASB issued a number of amendments to
IAS 32 – Financial instruments: presentation, to clarify the application of
some of the criteria for offsetting financial assets and financial liabilities
set out in IAS 32.
The amendments will be applicable retrospectively for financial years
beginning on or after 1st January 2014.
It is not believed that the adoption of the amendments will have a
significant impact on the Group’s financial statements.
- 58 -
Accounting
standards,
amendments and
interpretations
not yet applicable
and not adopted
in advance by the
Group
-
IFRS 9 – Financial Instruments
The IASB issued this standard on November 12, 2009. At the reporting
date, the IASB had not set the effective date for the standard and the
competent bodies of the European Union had not yet completed the
endorsement process necessary for the application of the amendment.
The amendments concern the reporting and measurement criteria for
financial assets and the related classification in the financial statements.
Among other things, the new provisions establish a model for classifying
and measuring financial assets based solely on the following categories:
(i)assets measured at amortised cost;
(ii) assets measured at fair value. The new provisions also require equity
investments other than those in subsidiaries, joint ventures or associates
to be measured at fair value through profit or loss. In the event that
such investments are not held for trading, fair value changes may be
recognised in the statement of comprehensive income, with only the
effects of the distribution of dividends being recognised in the income
statement. When the investment is sold, the amounts recognised in the
statement of comprehensive income do not need to be recognised in
the income statement. Furthermore, on 28th October 2010, the IASB
incorporated new requirements into IFRS 9 including the criteria for
recognising and measuring financial liabilities.
Specifically, the new provisions require, among other things, that when
measuring a financial liability at fair value through profit or loss, the fair
value changes relating to changes in the issuer’s own credit risk be
recognised in the statement of comprehensive income. The item must
be recognised in the income statement to ensure a match with other
items in the financial statements relating to the liability, thereby avoiding
accounting mismatch.
The IASB also issued the following amendments, for which the
European Union had not completed the endorsement process by the
date of these financial statements.
Investment Entities (amendments to IFRS 10; IFRS 12 and IAS 27):
on October 31, 2012 the IASB issued the document “Investment
Entities”, which regulates the activities of particular types of
companies classified as investment entities. The IASB considers
investment entities to be companies that invest with the sole aim
of increasing the capital invested or the investment income or both.
The provisions will be effective from financial years beginning on or
after January 1, 2014.
On May 29, 2013 the IASB published an amendment to IAS 36,
Recoverable Amount Disclosures for Non-Financial Assets, which
requires specific disclosure of the discount rate used to determine
an impairment loss (or a reversal) when the recoverable amount
based on fair value less costs of disposal is determined using the
present value method.
- 59 -
At the moment it is not considered that adoption of these amendments
will have a significant impact on the Group’s financial statements.
4.
Intangible
assets
The handling of this item is the following (in thousands
of Euro):
Other intangible
fixed
assets
Net value at January 1, 2013
863
========
Net increases
Amortization and impairment
97
(144)
------------
Net value at December 31, 2013
816
========
- 60 -
5.
Property, plant
and equipment
The handling of this item is the following (in thousands
of Euro):
Land and
buildings
Net value at
January 1, 2013
Industrial & Construction Other
Commercial in progress
fixed
equipment and Advances assets
Plant and
Machinery
211,064
511,873
30,239
=======
========
=======
929
18,029
812
(19,847)
77
-
-
-
-
-
-
-
4,801
(148)
46,033
(3,754)
8,254
(1,810)
18,615
(26)
6,699
(1,257)
84,402
(6,995)
Accumulated Depreciation
Increases
(15,461)
Decreases
63
(104,896)
3,727
(8,429)
1,617
-
(5,851)
1,250
(134,637)
6,657
(42)
(72)
-
-
(4)
(118)
-----------
------------
-----------
----------- -----------
------------
201,206
470,940
30,683
=======
========
=======
Reclassifications
Change in consolid. area
Gross value of assetsi
Increases
Decreases
Translation adjustments
Net value at
December 31, 2013
16,359
15,412
Total
784,947
======= ======= ========
15,101
16,326
734,256
======= ======= ========
The main changes in property, plant and equipment
which occurred during 2013 are summarized as follows:
2013
Main additions relate to the investments made at Brandenburg (EUR 13
million), Neuves Maison (EUR 11 million), Montereau (EUR 11 million),
Lesegno (CN) (EUR 7 million), Gargenville (EUR 7 million), Seville (EUR 6
million), Bonnieres sur Seine (EUR 6 million), Verona (EUR 5 million) and
Hennigsdorf (EUR 3 million).
- 61 -
6.
Investments
in affiliates
and other
investments
The balance at December 31 includes (in thousands
of Euro):
Immobiliare Siderurgica S.r.l.
Other investments
% held
2013
Value at December 31
2013
12.443
11
8
----------
Total
19
=======
7.
Long-term
financial assets
The balance at December 31 includes (in thousands
of Euro):
2013
Guarantee deposits
Other long-term financial assets
Deferred tax assets
1,729
17
41,640
----------
Total
43,386
=======
Deferred tax assets are entered on past tax losses which have become
usable without any time limit and are related to foreign companies for
Euro 20.9 million and EUR 20.7 million to Italian companies; a provision
for risks of equal amount was formed, since they are in the process of
checks - with the help of qualified consultants - about their eligibility and
potential of future collection.
- 62 -
8.
Inventories
This caption, at year-end, can be detailed as follows
(in thousands of Euros):
2013
Scrap
Refractory products and alloys
249,937
19,486
Spare parts and sundry materials
165,552
Provision for obsolete and slow-moving inventories
(30,284)
------------
Total raw materials and spare parts
404,691
------------
Work-in-progress and semi-finished goods
53,465
------------
Long-rolled products
Provision for obsolete and slow-moving inventories
196,757
(56)
------------
Total finished products
196,701
------------
Advances
1,316
------------
Totale
656.173
========
- 63 -
9.
Trade and other
receivables
The breakdown of trade and other receivables is as
follows (in thousands of Euros):
2013
Trade receivables.
Due from clients
675,828
Due from affiliates
1
Advances to suppliers
--------------
Total trade receivables
675,829
--------------
Allowance for doubtful accounts
(11,748)
--------------
Total trade receivables, net
664,081
--------------
Other receivables:
Tax credit
31,488
Due from social security agencies
1,703
Others
9,140
--------------
Total other receivables
42,331
--------------
Total trade and other receivables
706,412
=========
Tax credits mainly include income taxes (Euro 2.5
million) and VAT credits (Euro 11 million).
10. Short-term
financial assets
The balance of short-term financial assets includes
(in thousands of Euro):
2013
Other financial assets
13
------------
Total
13
========
The heading Other financial assets relates to receivables for interest
on the financing granted by the subsidiary Riva Acciaio to the owned
company Immobiliare Siderurgica.
- 64 -
11. Cash and cash
equivalents
The balance of cash and cash equivalents includes
(in thousands of Euros).
2013
Petty cash
Bank and postal deposits
41
122,541
------------
Totale
122,582
========
In the item Bank and postal deposits are included also balances of the
sums directed to the FUG, as a result of the seizures described in the
introductory part, amounting to approximately Euro 61 million. Sums that
were released only in the first quarter of 2014.
12. Group Equity
Riva Forni Elettrici S.p.A. share capital, issued and
fully paid in, consists of 21,060,000 ordinary shares with a nominal value
of Euro 10 each, with equal rights and no restrictions.
The other reserves and retained earnings attributable
to some consolidated companies include untaxed reserves deriving from
the application of national laws, as well as undistributed profits which
would be taxed if distributed. No deferred taxes were accrued on these
reserves as they are permanently reinvested and there are no plans to carry
out transactions that would cause them to be taxed (Note 17).
It should be noted that the FTA (First-time Adoption) reserve amounts to
Euro 104,937 thousand.
The other reserves and retained earnings, as of
December 31, 2013, show a decrease of Euro 1.2 million relating to the
effect of the translation adjustments (decrease in the amount of Euro
1.5 million), the actuarial gains according to IAS 19 (increase for Euro
0.4 million) and the variation resulting from increases in reserves not
undersigned by minority shareholders (decrease for Euro 0.1 million).
The earning per share is negative for Euro 2.86 in
2013 and was calculated by dividing net income (loss) of the year by the
number of Riva Forni Elettrici S.p.A. outstanding shares.
The Board of Directors of May 2014, which approved
the financial statements 2013 of the Parent Company Riva Forni Elettrici
S.p.A., has not proposed any dividend distribution.
- 65 -
13. Minority interests
For the year 2013 the change of minority interests is
almost entirely related to the minority interest in the net result (negative for Euro
6 thousands) of the consolidated companies and a variation of the reserves
determined by subscription failure of increases in equity of some German
subsidiaries by minority shareholders (positive for Euro 124 thousand).
14. Long-term loans
15. Provisions for
risks, charges
and contingent
liabilities
At the balance sheet date no long-term loans are present.
The operations for the financial year 2013 are the
following (in thousands of Euro):
Provisions
for risks
and charges
Balance at January 1, 2013
42,009
========
Increases
30,872
Decreases
(3,270)
------------
Balance at December 31, 2013
69,611
========
The entry provisions for risks and charges
formed as follows (in thousands of Euro):
is
2013
Environmental liabilities
33,201
Legal disputes and contractual, fiscal and other contingencies
10,728
Others
25,682
------------
Total
69,611
========
- 66 -
The provision for environmental liabilities reflects
primarily the estimate of future remediation and waste disposal costs of
sites in Germany (Euro 24.5 million), Italy (Euro 8.3 million) and France
(0.4 million euro).
The provision for legal disputes and contractual,
fiscal and other contingencies is mainly due to work-related disputes.
Other provisions relates mainly to the subsidiary
Riva Acciaio S.p.A. (Euro 18.4 million) and correspond to the balance
of items in the assets of the budget relating to both the deferred tax
assets and Ires tax receivables towards the former parent company
Riva Fire S.p.A., for which the verifications are being carried out - with
the aid of qualified consultants - about their eligibility and potential for
future collection; the rest is mainly due to the Parent Company RFE
(Euro 4.7 million) and corresponds to the balance of items entered in the
receivables of the balance sheet for deferred tax regarding which the
previous observations apply.
Contingent liabilities are composed of the risks arising
from the demerger operation, following the subsidiary responsibility of the
parent company, within the limits of the equity assigned to it, for liabilities
existing prior to the demerger. No specific provisions were made for contingent
liabilities, as an outgoing of resources cannot be predicted or quantified.
16. Provision for
severance
indemnities and
pensions
Changes in the provision for severance indemnities
and pensions for the financial year 2013 are the following (in thousands
of Euro):
Provision for severance
indemnities and pensions
Balance at January 1, 2013
43,214
========
Increases
Decreases
8,424
(12,185)
------------
Balance at December 31, 2013
39,453
========
The provision for severance indemnities and
pensions reflects the current value of liabilities for benefits due to employees,
at the date of the termination of the work contract, considering demographic
and financial actuarial assumptions and is summarized below:
- 67 -
Recruitment
2013
Mortality rates
ISTAT SIMF91 Table
Inflation rates
The cost of living index for the year
2013, linear variation from 2013
at predictive value 2015
(source: DEF 2013);
from 2016 constant rate
Salary increases
No salary increase
Turnover,
Retirement, employment
contract expiration
and advances
Rates inferred from observation of the
historical data of the Group’s companies
Interest Rates
risk free rate Curve +
spread 0.15%
Actuarial gains and losses deriving from the change in the assumptions
underlying the determination of the current value of liabilities are
recognized to equity.
On December 31, 2013 the economic components for the adjustments
of the liabilities in relation to the provision for severance indemnities and
pensions were classified among personnel costs (Euro 16.3 million) and
amongst financial income and charges (charges for Euro 69 thousands).
17. Deferred taxes
The variation of deferred taxes is the following (in
thousands of Euros):
Deferred
tax liabilities
Balance at January 1, 2013
88,943
========
Increases
14,205
Decreases
(11,122)
------------
Balance at December 31, 2013
92,026
========
- 68 -
The provision for deferred taxes includes the net tax
liability related to the temporary differences between individual company’s
carrying amounts of asset and liabilities and their corresponding tax base.
As indicated in Note 3 (“Accounting principles and valuation criteria”),
the consolidated financial statements as of December 31, 2013 do not
include deferred tax assets relating to non-deductible provision and other
temporary deductible differences (Euro 50 million).
The consolidated financial statements as of 31 December 2013 do not
reflect deferred taxes provisions (amounting to Euro 13 million) on the
undistributed reserves that refers to the foreign consolidated companies,
which would be subject to taxation in case of distribution, as these
reserves are reinvested on a permanent basis by the foreign subsidiaries
and, therefore, no taxation is expected to be paid. As far as the Italian
companies’ undistributed reserves are concerned, the Group is subject
to the tax consolidation regime on a national basis and thus taxation is
almost completely excluded in the case of distribution.
The provision for deferred taxes is formed as such (in
thousands of Euros):
2013
Tax effects related to temporary
differences for:
Property, plant and equipment
42,103
Inventories
49,012
Other differences
911
------------
Total
92,026
========
- 69 -
18. Short-term loans
This entry is as follows (in thousands of Euro):
2013
Short-term debts and bank loans
376,895
Current quota of long-term
loans (note 14)
-
-----------Total
376,895
========
Loans from banks and other lenders are regulated by interest rates varying
between 2% and 7% in 2013, taking into account - in particular for the Italian
law companies - the effects of seizures mentioned above.
19. Trade and other
payables
The balance of trade and other payables may be
analyzed as follows (in thousands of Euro):
2013
Trade payables:
Due to suppliers
Advances from customers
493,024
8,268
------------
Total trade payables
501,292
------------
Other payables:
Due to tax authorities
24,996
Due to social security institutions
21,395
Due to personnel
30,441
Others
3,787
------------
Total other payables
80,589
------------
Total trade and other payables
581,911
========
- 70 -
Due to tax authorities mainly includes liabilities for
income taxes for the fiscal year (Euro 3.6 million), withholding taxes on the
wages of the employees (Euro 2.2 million) and VAT payables (Euro 13.3 million).
20. Value of
production
Net sales per country of origin, net of the infra-group
sales, can be summarized as follows (in thousands of Euros):
2013
Italy
741,669
Germany
1,185,334
France
1,076,969
Spain
327,014
Belgium
360,558
Canada
3,025
------------
Total
3,694,569
========
Other revenues amounted to Euro 59.6 million in
2013 and mainly include fees related to the consumption of electricity
(Euro 27.2 million), recovery of various charges (Euro 14.7 million), capital
gains (Euro 0.4 million).
21. Production
costs
Raw, ancillary and consumable materials are
identifiable as follows (in thousands of Euros):
2013
Raw Materials
Energy
Semi-finished and finished goods
Metals, iron alloys, fluxes and refractory
Spare Parts
Others
2,249,005
385,336
1,079
111,287
65,273
183,192
Change in raw, ancillary
and consumable materials
9,366
-----------3,004,538
========
- 71 -
Service costs include (in thousands of Euros):
2013
Transport and sales commissions
181,834
Maintenance
47,912
Sundry services
37,248
General and administrative costs
11,737
Others
13,975
------------
Total
292,706
========
The service costs includes the amounts due to the members of the
Parent Group’s Board of Auditors which were stated by the Shareholders’
meeting amounting to Euro 75 thousands. There are also fees relevant to
the year 2013 for the auditing services rendered by Mazars S.p.A. for
Euro 16 thousands.
The payroll costs are formed as such (in thousands
of Euros):
2013
Salaries and wages
192,487
Social Security
62,391
Provision for severance indemnities and pensions
16,238
Others
4,202
------------
Totale
275,318
========
- 72 -
22. Financial charges,
net
Financial charges, net are reported below (in
thousands of Euros):
2013
Interest expense and financial charges
(14,056)
Discounting losses
(894)
Foreign exchange losses
(349)
------------
Total financial charges
(15,299)
------------
Interest income and financial income
Foreign exchange gains
120
1,300
------------
Total financial income
1,420
------------
Totale
(13,879)
========
During the year Euro 11.1 million were paid on interest
expense and Euro 58 thousands were received as interest income.
- 73 -
23. Income taxes for
the year
This item includes the allocation of current taxes for
the year (Euro 8 million) and a net provision of deferred taxes (Euro 3.1
million). In 2013 were accounted for deferred tax on tax losses for Euro
9.9 million. Deferred taxes derived mainly from temporary differences
concerning the values of financial assets and liabilities consolidated and
their respective values taxable.
Below is the reconciliation between the theoretical tax
charge obtained by applying the Italian tax rate to the economic result
before tax and the overall tax charge accounted in the consolidated
financial statements (in thousands of Euro):
2013
Income (loss) before taxes
Theoretical tax charge:
IRES (National income tax) - 27.5%
IRAP (Local income tax) - 3.9% *
Effects resulting from the differential between the theoretical tax rate
and those in force, as a function of the rules
apply in individual countries in which the Group operates
Effect of non-taxable earnings deriving from the valuation
of investment with the equity method
Effect of non-deductible charges, net
Tax effects of temporary deductible differences
and tax losses to be carried forward
Total income tax for the year
(59,101)
-----------(16,253)
998
-----------(15,255)
6,351
6.249
3,853
-----------(1,198)
========
* The tax base IRAP is different from the IRES one.
- 74 -
24. Commitments
and guarantees
Commitments and guarantees as at December 31,
2013 are represented by:
-
Guarantees for Euro 35.5 million, mainly relating to guarantees and
letters of patronage.
25. Derivatives
On December 31, 2013 the Group has no existing
derivative contract.
26. Segment
information
The Riva Forni Elettrici Group operates in a single
production sector, therefore no information is provided as segment
information, nor information per geographic area as more than 90% of
the Group’s activities are carried out within the EU, which is viewed by
management as a common market.
- 75 -
List of companies included
in the 2013 consolidation
Appendix 1
Companies fully consolidated on a line-by-line basis (Note 1)
Name
Holdings
Headquarters
Business
Consolidation
%
2013
Italiy:
Milan, Italia
Holding
100.00
Luxembourg
Holding
100.00
Milan, Italy
Steel production
100.00
Aciérs de Construction Rationalisés – Acor S.A.S.
Creil, France
Processing
100.00
Aciéries et Laminoirs de Paris S.A.S.
Gargenville, France
Steel production
100.00
Associated Steel Industries Ltd.
Ville St Catherine, Canada
Crushing
100.00
Betonstahl Lampertheim GmbH
Brandenburg, Germany
Steel production
100.00
Brandenburger Elektrostahlwerke GmbH
Brandenburg, Germany
Steel production
99.886
Iton Seine S.A.S.
Bonnieres sur Seine, France Steel production
100.00
Hennigsdorfer Elektrostahlwerke GmbH
Hennigsdorf, Germany
Steel production
99.886
Parsider S.A.
Gargenville, France
Trading
100.00
Riva Aciér S.A.
Gargenville, France
Trading
100.00
Riva Stahl GmbH
Hennigsdorf, Germany
Trading
100.00
Sam Montereau S.A.S.
Montereau, France
Steel production
100.00
Siderurgica Sevillana S.A.
Siviglia, Spain
Steel production
100.00
Société des Aciérs d’Armature pour le Beton S.A.S.
Neuves Maisons, France
Steel production
100.00
Thy Marcinelle S.A.
Charleroi, Belgium
Steel production
Trefileries de Fontaine L’Eveque S.A.
Fontaine L’Eveque, Belgium Processing
Riva Forni Elettrici S.p.A.
Abroad:
Stahlbeteiligungen Holding S.A.
Production,
processing and
trading companies
Italy:
Riva Acciaio S.p.A.
Abroad:
- 76 -
100.00
100.00
Name
Service Companies
Headquarters
Business
Consolidation
%
2013
Italy:
Muzzana Trasporti S.r.l.
Caronno Pertusella, Italy
Transport
100.00
Riva Energia S.r.l.
Milano, Italy
Energy
100.00
B.E.S/H.E.S. Stahlbeteiligungen GmbH
Hennigsdorf, Germany
Real estate
90.00
Brand. Real Estate & CO KG
Hennigsdorf, Germany
Real estate
98.10
Brand. Suedstreifen Vermoegensverw. GmbH
Brandenburg, Germany
Real estate
99.886
Centre de Coordination Siderurgique S.A.
Mont sur Marchienne, Belgium
Services
100.00
Abroad:
Hennig. Real Estate & CO KG
Hennigsdorf, Germany
Real estate
Hierros del Sur S.A.
Seville, Spain
Services
100.00
98.10
Valorizacion de Aridos S.l.
Seville, Spain
Services
100.00
- 77 -
Fatturato per Paese
Sales by Country
Milioni di Euro
Millions Euro
Italia
Italy
Francia
France
Belgio
Belgium
Spagna
Spain
Germania
Germany
Canada
Canada
Relazione della Società di Revisione
e del Collegio Sindacale
Auditors’report
- 79 -
Auditor’s Report on the consolidated financial statements pursuant
to Art. 14 of Lgs. Decree n. 39, of 27 January 2010
To the Shareholders of
RIVA FORNI ELETTRICI S.p.A.
1. We have audited the consolidated financial statements, wich comprise the statement of
financial position, the income statement, the statement of changes in equity, the statement
of cash flows and the related explanatory notes to financial statements of RIVA FORNI
ELETTRICI S.p.A., and its subsidiaries (RIVA FORNI ELETTRICI Group) as of and for the
year ended 31 December, 2013. These consolidated financial statements prepared in
accordance with International Financial Reporting Standards (“IFRS”) as adopted by the
European Union are the responsibility of the RIVA FORNI ELETTRICI S.p.A’s Directors.
Our responsibility is to express an opinion on these consolidated financial statements based
on our audit. The above mentioned financial statements have been prepared for the first
time in accordance with International Financial Reporting Standards (“IFRS”) as adopted by
the European Union.
2. We conducted our audit in accordance with the Auditing Standards issued by the Italian
Accounting Profession (CNDCEC) and recommended by Consob. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Directors, as well as evaluating the
overall financial statements presentation. We believe that our audit provides a reasonable
basis for our opinion
The consolidated balance sheet and profit and loss do not present comparative amounts
due to the fact that Riva Forni Elettrici Group has been established in 2013 as a result of
the demerger transaction as specified in the explanatory notes.
3. In our opinion, the consolidated financial statements of RIVA FORNI ELETTRICI Group as
of 31 December, 2013 comply with the International Financial Reporting Standards as
adopted by the European Union; accordingly, they give a true and fair view of the financial
position, of the results of operations and of the cash flows of the RIVA FORNI ELETTRICI
Group for the year then ended.
4. As disclosed in the explanatory notes, the Riva Forni Elettrici Group begun its operations with
effective date January 1st, 2013 following the partial and proportional demerger of Riva Fire
S.p.A.. The related explanatory note has been examined by us in order to issue this auditor
report.
5. The Directors of RIVA FORNI ELETTRICI S.p.A are responsible for the preparation of the
Report on Operations in accordance with the applicable laws and regulations. Our
responsibility is to express an opinion on the consistency of the Report on operations with
the consolidated financial statements, as required by law. For this purpose, we have
performed the procedures required under Auditing Standard n. 001 issued by the Italian
M AZARS S PA
S EDE L EGALE : C ORSO DI P ORTA V IGENTINA , 35 - 20122 M ILANO
T EL : +39 02 58 20 10 - F AX : +39 02 58 20 14 03 - www.mazars.it
SPA - CAPITALE SOCIALE € 1.000.000,00 I.V.
REG. IMP. MILANO E COD. FISC. / P. IVA N. 03099110177 - REA DI MILANO 2027292
ISCRITTA AL REGISTRO DEI REVISORI LEGALI AL N. 41306 CON D.M. DEL 12/04/1995 G.U. N.31BIS DEL 21/04/1995
U FFICI I N I TALIA : B ARI - B OLOGNA – B RESCIA - F IRENZE - G ENOVA – M ILANO - N APOLI - P ADOVA - P ALERMO - R OMA – T ORINO
Accounting Profession (CNDCEC) and recommended by Consob. In our opinion, the
Report on operations is consistent with the consolidated financial statements of RIVA
FORNI ELETTRICI Group as of and for the year ended 31 December 2013.
Milan, June 10 2014
Mazars S.p.A.
Signed by Simone Del Bianco
Partner
This report has been translated into the English language solely for the convenience of
international readers
Riva Forni Elettrici S.p.A.
Share Capital 120.000 Euro fully paid up
Registered Office in Viale Certosa n. 249 – Milan
Registration Number and Tax Code: 07969220966
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS’ MEETING
PURSUANT TO ARTICLE 2429 OF THE ITALIAN CIVIL CODE FOR THE FINANCIAL
STATEMENT 2013
Dear Shareholders,
following the effect of the proportional partial demerger of Riva Fire S.p.A. occurred on the 1st
January 2013, the financial year closed at 31 December 2013 represents the first operating
financial year of Riva Forni Elettrici S.p.A.
In the financial year closed at 31 December 2013, we discharged the supervisory activities in
accordance with the rules of conduct for the Board of Statutory Auditors as provided for by the
Italian Board of Professional Accountants and Auditors.
•
Supervisory activities
We have supervised and checked the compliance with the law and the Company’s by-laws and
we watched over that the principles of correct administration have been observed.
We have attended the Shareholders’ Meetings and, based on the information provided, we didn’t
notice violations of Law and of the Company’s by-laws and we didn’t notice operations manifestly
imprudent or risky, in potential conflict of interest or susceptible of compromising the integrity of
the Company’s assets and equity.
The Directors provided us information on the activities undertaken by them, and on the most
significant economic, financial and capital transactions carried out by the Company and its
subsidiaries. Based on the information provided no relevant issues have to be reported.
No significant aspects or issues worthy of mention arose during the meeting held with the
Independent Auditors.
We have exchanged information with the Statutory Auditors of the controlled companies, if
different of the Statutory Auditors of Riva Forni Elettici S.p.A., and no relevant issues are worthy of
mention in this report.
We have acquired knowledge and watched over, insofar as this falls within our competencies, the
adequacy of the organizational structure and no relevant issues have to be reported.
We have acquired knowledge and have watched over, insofar this falls within our competencies,
regarding the adequacy of the administration/accounting system, as well as on the dependability
of this latter to correctly reflect operational events and no relevant objection have to be reported.
No complaints, pursuant to article 2408 of the Italian Civil Code, were received during the course
of the financial year.
During 2013 we have issued the “justified proposal to the Shareholders” for the designation of the
Independent Auditors responsible for the statutory audit according to article 13 of the Legislative
Decree no. 39/2010.
No other relevant issues emerged during the performed supervisory activities described above.
•
Financial Statement and Consolidated Financial Statement
We have examined the Draft Financial Statement at 31 December 2013 and we report as follows.
As the Independent Audit of the Financial Statement is not our responsibility, we oversaw
compliance with statutory provisions pertaining to the preparation and layout of the Financial
Statements and the related Reports on Operations.
The Directors in the Reports on Operations have illustrated the proportional partial demerger of
Riva Fire S.p.A. and the related effects on the Financial Statement of Riva Forni Elettrici S.p.A. also
pursuant to article 2428, paragraph 1, of the Italian Civil Code.
As far as the Board of Statutory Auditors knows, the Directors have made no derogation from the
Law pursuant to article 2423, paragraph 4, of the Italian Civil Code in the preparation of the Financial
Statement.
The Directors in the Financial Statements have illustrated that the business operations carried out
during the financial year with related parties or with companies belonging to the Group have been
performed within the normal business activities, at market conditions and in the Company’s interest.
The Independent Auditors Mazars S.p.A. today issued, pursuant to Articles 14 of Legislative Decree
No. 39/2010, the report which show that the financial statement at 31 December 2013 have been
clearly prepared and is a true and fair view of the Company’s balance sheet, financial situation ond
operating result for the Financial Year. The Independent Auditors report also show the consistency
of the Reports on Operations with the Financial Statement at 31 December 2013.
Pursuant to Legislative Decree no. 127/1991 the Company have prepared the Consolidated Financial
Statement and the related Reports on Operations.
The Directors in the Consolidated Reports on Operations have illustrated the proportional partial
demerger of Riva Fire S.p.A. and the related effects on the Consolidated Financial Statement of Riva
Forni Elettrici S.p.A. also pursuant to article 40, paragraph 1, of the Legislative Decree no. 127/1991.
The Board of Statutory Auditors oversaw the compliance with statutory provisions pertaining to
the preparation and layout of the Consolidate Financial Statements and the related Consolidated
Reports on Operations.
The Independent Auditors Mazars S.p.A. today issued the report which show that the Consolidated
Financial Statement as at 31 December 2013 have been clearly prepared and is a true and fair view
of the Group’s balance sheet, financial situation and operating results for the Financial Year. The
Independent Auditors report also show the consistency of the Consolidated Reports on Operations
with the Consolidated Financial Statement as of 31 December 2013.
Milan, 10 June 2014
The Board of Statutory Auditors
Enrico Maria Colombo
Oliviero Eric Cimaz
Francesco Nobili
- Chairman
- Statutory Auditor
- Statutory Auditor
This report has been translated into the English language
solely for the convenience of the international readers.