Directors` Report

Transcript

Directors` Report

SAVINO DEL BENE GROUP
INTERNATIONAL FREIGHT FORWARDERS – SHIPPING AGENT
Directors’ Report on the consolidated financial statements
CONSOLIDATED IFRS FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS OF 31ST DECEMBER 2010
Directors’ Report on the consolidated financial statements as of 31st December 2010
___________________________________________________________________________
Directors’ Report on the consolidated financial statements
as of 31st December 2010
The consolidated financial statements as of 31st December 2010 have been prepared in
accordance with the International Reporting Standards (hereafter referred to as the IFRS or
“International reporting standards”) issued by the International Accounting Standards Board
(IASB) and adopted by the European Commission in accordance with Article No. 6 of EC
Regulation No. 1606/2002 of the European Parliament and of the Council on 19th July 2002
as well as the provisions issued by way of implementation of Article No. 9 of Legislative
Decree No. 38/2005.
1. GROUP PROFILE
The Group operates in the multimodal shipping sector both in Italy and abroad, concentrating
mainly on shipment by sea and by air.
Specifically, the Group’s activities involve the supply of multimodal shipping services, through
the combined use of different carrier systems (road, rail, sea and air), capable of offering
flexible services tailored to meet specific requirements. These activities are carried out
without using the Group’s own ships and planes but rather by putting together different
logistics systems belonging principally to specialist external operators and adopting
organisational solutions with a high technological content.
Over time the Group’s activities have assumed an increasingly international dimension as
witnessed both by the existence of over 80 Group companies worldwide, with approximately
2,500 employees, and by the growth in the volume of traffic outside Italy, predominantly on
South America/Far East/India routes.
The Group’s network of subsidiary companies, branches, commercial offices and agents
(176 as of 31st December 2010) has been built up gradually in order to guarantee a
widespread presence throughout the world, necessary both in order to provide our customers
with a high quality service and to promote commercial initiatives aimed at the acquisition of
additional market shares. Each company, in conjunction with the parent company, outlines
the corporate and commercial strategies to be followed and periodically analyses the results
associated with the achievement of objectives established beforehand. The Group has
always concentrated greatly on the globalisation of the traffic, creating an international
network over time which plays a leading role in this growth.
The Group is in fact particularly active in developing logistical and organisational solutions
with a high-tech content, which also make it possible to provide customers with the most
Savino Del Bene Group
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varied and differentiated highly-specialised logistics services with elevated added value, as
well as more prompt information flows thereby permitting a considerable increase in work
productivity.
Each Group company, also based on its size and on the type of activity carried out, has its
own sales force, divided up, in certain cases, by sector (sea/air and/or import/export). The
Group also avails itself of sales staff with particular local expertise, in the event of wellestablished trade relations with specific countries and/or geographic areas. In addition to the
function performed by the sales department, each Group company which carries out shipping
activities also has an administrative and audit department, an operating department and, in
certain cases, an information technology department as well.
With regard to the Group structure, the following table shows the subsidiary companies
included in the scope of consolidation as of 31st December 2010, with the relative direct
parent company:
Company name
Registered offices
Curre
ncy
Share
capital (in
thousands
of local
currency)
Direct parent company
Group
%
Albatrans (UK) Limited
Glasgow (UK)
GBP
50
Albatrans S.p.A.
35
Albatrans Cina Limited (Shanghai )
Shanghai (China)
CNY
870
Albatrans S.p.A.
25
Albatrans France S.a.r.l
Bordeaux (France)
EUR
8
Albatrans S.p.A.
50
Albatrans GmbH
Frankfurt (Germany)
EUR
25
Albatrans S.p.A.
50
Albatrans Inc.
New York (USA)
USD
50
Albatrans S.p.A.
47.5
Albatrans International Pty Ltd.
Sydney (Australia)
AUD
200
Albatrans S.p.A.
50
Albatrans Limited (China)
Hong Kong (China)
HKD
1,000
Albatrans S.p.A.
25
Albatrans New Zealand
Auckland (New Zealand)
NZD
100
Albatrans S.p.A.
25.5
Albatrans S.p.A.
Scandicci (Florence)
EUR
258
Trasporti Internazionali
Agenzia Marittima Savino
Del Bene S.p.A.
50
Albatrans Spain, S.L.
Barcelona (Spain)
EUR
60
Albatrans S.p.A.
50
Albatrans-Robert Group Logistic Inc
Montreal (Canada)
CAD
151
Albatrans S.p.A.
25.5
Alpha Line Limited
Hong Kong (China)
HKD
0.1
SDB Finanziaria S.A.
99
Arimar International S.p.A.
EUR
124
Del Bene S.p.A.
100
B.B.A Breakbulk, Inc.
New York (USA)
USD
2
100
C.R.T. Combined Railway Transport
S.r.l.
S. Giorgio (Bologna)
EUR
10
Novibrama S.r.l.
100
Cavallino S.r.l.
EUR
10
Del Bene S.p.A.
100
CDC Caribe Inc.
San Juan (Puerto Rico)
USD
4
CDC S.p.A.
57.17
CDC RE S.r.l.
Livorno
EUR
100
C.D.C S.p.A.
57.17
CDC S.p.A.
Livorno
EUR
1,690
Del Bene S.p.A.
57.17
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Company name
Registered offices
Curre
ncy
Share
capital (in
thousands
of local
currency)
Group
%
60
Centro Spedizioni Internazionali S.p.A.
Vicenza
EUR
20
Del Bene S.p.A.
Commercial Department Containers
CDC Canada Inc.
Toronto (Canada)
CAD
1
CDC S.p.A.
57.17
Commercial Department Containers
CDC De Mexico S.A.
Mexico City (Mexico)
MXN
450
CDC S.p.A.
54.31
DG Air Cargo S.A.
Buenos Aires (Argentina)
ARS
352
DO.CA de Venezuela C.A.
Caracas (Venezuela)
VEB
19,000
Do.Ca S.r.l.
Livorno
EUR
Fiorino Shipping S.r.l.
Sesto Fiorentino (Florence)
G. Noli Argentina
96
Do.Ca S.r.l.
67.4
51
Del Bene S.p.A.
67.4
EUR
26
Del Bene S.p.A.
60
ARS
12
General Noli Spedizioni
Internazionali S.p.A.
100
General Freight Inc. Canada
Montreal (Canada)
CAD
0.1
100
General Freight USA, Inc.
New York (USA)
USD
10
100
General Noli do Brasil Ltda
São Paulo (Brazil)
BRL
464
100
General Noli S.L.
Valencia (Spain)
EUR
500
100
General Noli Spedizioni Internazionali
S.p.A.
Modena
EUR
1,000
Del Bene S.p.A.
100
Leonardi & C. S.p.A.
Sassuolo (Modena)
EUR
1,354
Del Bene S.p.A.
58.88
Leonardi & Co. USA
New York (USA)
USD
2
58.88
Leonardi Iberia S.A.
Valencia (Spain)
EUR
60
58.88
Novibrama S.r.l.
Livorno
EUR
10
Del Bene S.p.A.
100
P.T. Savino Del Bene (Indonesia)
Jakarta (Indonesia)
IDR
200,000
100
Del Bene S.p.A.
51
65
Sacid S.r.l.
Rome
EUR
10
Samawat Shipping Services Company
Tripoli (Libya)
LYD
1,000
Savino Del Bene Naklyiati Ltd.
Istanbul (Turkey)
TRY
927
Del Bene S.p.A.
100
Savino Del Bene (S) PTE Ltd.
Singapore
SGD
620
100
Savino Del Bene (Switzerland) AG
Basel (Switzerland)
CHF
225
100
Savino Del Bene (Thailand) Ltd.
Bangkok (Thailand)
THB
5,000
100
Savino Del Bene (U.K.) Ltd.
Basildon (UK)
GBP
20
Del Bene S.p.A.
100
Savino Del Bene Argentina S.A.
ARS
510
100
Savino Del Bene Australia Pty Ltd.
Sydney (Australia)
AUD
500
100
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Company name
Registered offices
Curre
ncy
Share
capital (in
thousands
of local
currency)
Group
%
Savino Del Bene Bulgaria EAD
Sofia (Bulgaria)
BGN
120
100
Savino Del Bene Chile S.A.
Santiago (Chile)
CLP
29,752
100
Savino Del Bene China Ltd
Hong Kong (China)
HKD
5,960
Del Bene S.p.A.
99.99
Savino Del Bene Colombia
Bogotá (Colombia)
COP
184,584
Del Bene S.p.A.
100
Savino Del Bene Corp. (Canada)
Mississauga (Canada)
CAD
40
Del Bene S.p.A.
100
Savino Del Bene Costa Rica S.A.
Costa Rica
CRC
59,375
Trans Solutions Latino
America S.A.
100
Savino Del Bene d.o.o.
Rijeka (Croatia)
HRK
123
Del Bene S.p.A.
100
Savino Del Bene do Brasil Ltda
São Paulo (Brazil)
BRL
1,641
100
Savino Del Bene Egypt
Cairo (Egypt)
EGP
530
100
Savino Del Bene France S.A.
Roissy (France)
EUR
305
99.94
Savino Del Bene Freight Forwarders.
(India) Pvt. Ltd.
Bombay (India)
INR
20,000
100
Savino Del Bene Ghana Ltd.
Tema (Ghana)
GHS
113.6
100
Savino Del Bene GMBH
Hamburg (Germany)
EUR
79
100
Savino Del Bene GMBH (Austria)
Vienna (Austria)
EUR
73
100
Savino Del Bene Japan Co., Ltd.
Tokyo (Japan)
JPY
96,000
Del Bene S.p.A.
100
Savino Del Bene Korea Co. Ltd.
Seoul (South Korea)
KRW
800,000
100
Savino Del Bene LLC (Ukraine)
Kiev (Ukraine)
UAH
200
100
Savino Del Bene Mexico S.A.
Mexico
MXN
1,764
SDB Finanziaria S.A
100
100
Savino Del Bene Panama S.A.
Panama
USD
10
Trans Solutions Latino
America S.A
Savino Del Bene Perù SAC.
Lima (Peru)
PEN
2
100
Savino Del Bene Poland S.p.z. o.o
Warsaw (Poland)
PLN
220
Del Bene S.p.A.
100
Savino Del Bene Portouguesa Lda
Perafita (Portugal)
EUR
100
Del Bene S.p.A.
100
Savino Del Bene Russia, LLC
St. Petersburg
RUB
10
100
Savino Del Bene S.A. Chiasso
Chiasso (Switzerland)
CHF
250
98.8
Savino Del Bene S.L.
Alicante (Spain)
EUR
800
Del Bene S.p.A.
100
Savino Del Bene Shanghai Co. Ltd.
Shanghai (China)
CNY
11,698
Del Bene S.p.A.
100
Savino Del Bene South Africa Ltd
Johannesburg (South
Africa)
ZAR
0.4
100
Savino Del Bene Uruguay S.A.
Montevideo (Uruguay)
UYU
1,125.6
100
5
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Company name
Registered offices
Curre
ncy
Share
capital (in
thousands
of local
currency)
Group
%
Savino Del Bene U.S.A Group.
New York (USA)
USD
1,200
100
Savitransport Inc. – New York
New York (USA)
USD
2
Savitransport S.p.A.
51
EUR
200
Del Bene S.p.A.
51
Savitransport Triveneto S.r.l.
EUR
100
Luxembourg
EUR
8,553
Del Bene S.p.A.
100
SDB Information Technology S.r.l.
EUR
100
Del Bene S.p.A.
100
SDB Venezuela, C.A.
Caracas (Venezuela)
VEB
5
World Wide Cargo C.V.
50
Trans Solutions Latinoamerica S.A.
Panama
USD
200
SDB Finanziaria S.A
100
World Wide Cargo C.V.
The Netherlands
EUR
891
SDB Finanziaria S.A
50
27.03
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2. REVENUES BY GEOGRAPHIC AREA
The breakdown of sales revenues by geographic area in which the Group operates, net of
the elimination of intercompany revenue totalling Euro 125,547 (Euro 98,384 as of 31st
December 2009), is presented in the table below:
31 Dec. 2010
Geographic area
% total
31 Dec. 2009
% total
% change
Dec. 10- Dec. 09
EUROPE
487,394
60.89%
367,470
64.18%
32.64%
NORTH AMERICA
143,479
17.92%
90,450
15.80%
58.63%
ASIA - OCEANIA
68,757
8.59%
51,406
8.98%
33.75%
MIDDLE EAST - AFRICA
43,828
5.48%
24,107
4.21%
81.81%
CENTRAL-SOUTH AMERICA
Total
57,004
7.12%
39,143
6.84%
45.63%
800,462
100.00%
572,576
100.00%
39.80%
There was an increase in sales revenues of 39.80% when compared with the previous year.
The positive trend concerned all five geographic areas where the Group operates.
The most significant increases were reported in Europe and North America.
Sales revenue by geographic area as of 31st December 2010
Sales revenue by geographic area as of 31st December 2009
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3. REVENUES BY BUSINESS SECTOR
Revenues by business sector as of 31st December 2010 and 31st December 2009, net
of intercompany eliminations for Euro 125,547 (Euro 98,384 as of 31st December 2009)
are presented below:
31 Dec.
2010
Business sector
% total
31 Dec.
2009
% total
% change
Dec. 10Dec. 09
BY AIR
139,256
17.40%
101,014
17.64%
37.86%
BY SEA
533,548
66.66%
377,817
65.99%
41.22%
22,536
2.82%
17,473
3.05%
28.98%
105,122
13.13%
76,272
13.32%
37.83%
800,462
100.00%
572,576
100.00%
39.80%
BY LAND
IMPORT, BROKERAGE AND DISTRIBUTION
Total
Analysis of the data presented above discloses an increase in air sales revenues of
37.86%, sea sales revenues of 41.22%, land sales revenues of 28.98% and import,
brokerage and distribution sales revenues of 37.83%.
Analysis by business sector as of 31st December 2010 and 31st December 2009
1,000,000
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
0
533,548
31 Dec. 2010
31 Dec. 2009
139,256
377,817
22,536
17,473
101,014
BY AIR
BY SEA
BY LAND
105,122
76,272
IMPORT,
BROKERAGE AND
DISTRIBUTION
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4. VOLUME OF TRAFFIC
The Group shipped a total of 295,716 TEUS by sea during 2010,1 compared with 242,595
TEUS as of 31st December 2009, disclosing an increase of 21.90% with respect to the
previous year.
The table below shows the percentages, with respect to the total, of the TEUS shipped by
the various geographic areas:
TEUS by geographic area
31 Dec. 2010
EUROPE
NORTH AMERICA
ASIA - OCEANIA
TOTAL SDB GROUP
% total
191,556
16,496
60,079
1,326
26,259
295,716
31 Dec. 2009
64.78%
5.58%
20.32%
0.45%
8.88%
100.00%
% total
161,686
12,667
43,778
901
23,563
242,595
66.65%
5.22%
18.05%
0.37%
9.71%
100.00%
% change
Dec.10-09
18.47%
30.23%
37.24%
47.17%
11.44%
21.90%
With regard to the geographic areas concerned with the shipment of goods, the main area of
traffic by sea remains North America, even if the routes towards the Far East are becoming
increasingly important.
TEUS - 31st December 2010 and 2009 comparison
TEUS by geographic area
250,000
200,000
150,000
100,000
50,000
0
191,556
161,686
31 Dec. 2010
16,496
60,079
43,778
12,667
26,259 23,563
31 Dec. 2009
1,326 901
EUROPE
NORTH
AMERICA
ASIA OCEANIA
MIDDLE
EAST AFRICA
CENTRALSOUTH
AMERICA
Geographic areas
The by air sector presented the following results by contrast: kilos shipped by the Group
amounted to 47,360 thousand as of 31st December 2010, against 37,702 thousand as of
31st December 2009, disclosing an increase of 25.62% with respect to 2009.
1
TEUS: Twenty feet Equivalent Unit- Container Standard equal to around 30m 3 used as the static measurement of the flows of
the traffic capacities.
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In detail, the table below shows the percentage of kilos shipped in the various geographical
areas, compared with the total:
KG/1,000 by geographic area
31 Dec. 2010
EUROPE
NORTH AMERICA
ASIA - OCEANIA
TOTAL SDB GROUP
32,258
6,835
6,432
197
1,638
47,360
% total
31 Dec. 2009
68.11%
14.43%
13.58%
0.42%
3.46%
100.00%
% total
25,150
6,120
4,384
275
1,773
37,702
% change
Dec.10-09
66.71%
16.23%
11.63%
0.73%
4.70%
100.00%
28.26%
11.68%
46.72%
-28.36%
-7.61%
25.62%
There was an increase in traffic in the Asiatic, European and North American areas; the
Middle East-African area and the Central-Southern American area were down slightly.
Kg/1,000 – 31st December 2010 and 2009 comparison
Kg/1000
Kg/1,000 by geographic area
35,000
30,000
25,000
20,000
15,000
10,000
5,000
0
32,258
25,150
31 Dec. 2010
6,835 6,120
EUROPE
NORTH
AMERICA
6,431
4,384
ASIA OCEANIA
31 Dec. 2009
197
275
1,638
MIDDLE
EAST AFRICA
1,773
CENTRALSOUTH
AMERICA
Geographic areas
During the financial year 2010, just the companies under the Savino Del Bene brand
shipped 174,599 TEUS by sea (equivalent to 59.04% of the total volume shipped by the
Group as a whole), compared to 138,949 TEUS as of 31st December 2009, disclosing an
increase of 25.66% with respect to the previous year.
By Sea
31 Dec. 2010
% total
31 Dec. 2009
% total
% change
Dec.10-09
SAVINO DEL BENE Companies
Brand
174,599
59.04%
138,949
57.28%
25.66%
Total Group
295,716
100.00%
242,595
100.00%
21.90%
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By Sea
The kilos shipped by air by just the companies under the Savino Del Bene brand as of
31st December 2010 amounted to 36,572 thousand (equivalent to 77.22% of the total
shipped by the entire Group) compared to 29,229 thousand as of 31st December
2009, disclosing an increase of 25.12% with respect to last year.
By Air (KG/1,000)
31 Dec. 2010
% total
31 Dec. 2009
% total
% change
Dec.10-09
SAVINO DEL BENE Companies
Brand
36,572
77.22%
29,229
77.53%
25.12%
Total Group
47,359
100.00%
37,702
100.00%
25.61%
By Air
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5. SUMMARY CONSOLIDATED INCOME STATEMENT
Change
% 20102009
31 Dec.
2010
%
Revenues from sales and services
800,462
99.39%
572,576
99.11%
227,886
39.80%
4,878
0.61%
5,130
0.89%
(252)
-4.91%
577,706 100.00%
Other revenues
REVENUES
805,340 100.00%
Cost of raw and consumable materials
Services
(1,645)
(669,709)
31 Dec.
2009
Change
20102009
(in thousands of Euro)
%
227,634
39.40%
(1,473)
-0.25%
(172)
11.68%
-83.16% (465,288)
-80.54%
(204,421)
43.93%
-0.20%
ADDED VALUE
133,986
16.64%
110,945
19.20%
23,041
20.77%
Payroll and related costs
(90,410)
-11.23%
(81,775)
-14.16%
(8,635)
10.56%
Other operating costs
(4,549)
-0.56%
(4,721)
-0.82%
172
-3.64%
Depreciation and amortisation
(6,422)
-0.80%
(6,482)
-1.12%
60
-0.93%
(844)
-0.10%
(724)
-0.13%
(120)
16.57%
OPERATING PROFIT/(LOSS) - (EBIT)
31,761
3.94%
17,243
2.98%
14,518
84.20%
GROSS OPERATING MARGIN (EBITDA)
39,027
4.85%
24,449
4.23%
14,578
59.63%
52
0.01%
20
0.00%
32
160.00%
(4,732)
-0.59%
(7,885)
-1.36%
3,153
-39.99%
262
0.03%
314
0.05%
(52)
-16.56%
27,343
3.40%
9,692
1.68%
17,651
182.12%
(11,619)
-1.44%
(5,957)
-1.03%
(5,662)
95.05%
15,724
1.95%
3,735
0.65%
11,989
320.99%
Provisions and write-downs
Income from associated companies carried at equity
Financial charges
Financial income
GROSS PROFIT (EBT)
Income tax
NET PROFIT
As of 31st December 2010, the Group generated consolidated sales revenues of Euro 800
million, compared with Euro 572 million as of 31st December 2009, and added value of Euro
134 million compared with Euro 111 million last year.
The increase in these two balances with respect to the previous year (+39.80% and
+20.77%) is essentially attributable to the generalised pick-up in traffic.
The gross operating margin (EBITDA) and net operating result (EBIT), respectively Euro 39
million (+59.63% compared with last year) and Euro 31.76 million (+84.20%), disclose
considerable growth in profitability.
The EBITDA as a percentage of revenues rose from 4.23 to 4.85 (+0.62%).
Net profit amounted to Euro 15.72 million, up sharply with respect to the 2009 result
(+320.99%).
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The economic and financial performance during the year led to a positive change in the main
profitability and financial ratios as shown below:
(48,461)
0.58
31 Dec.
2009
(63,498)
0.44
(net equity + consolidated debt) - fixed assets
(3,169)
(25,681)
(net equity + consolidated debt) / fixed assets
0.97
0.77
312,003
136,638
2.08
249,182
113,298
2.26
29,092
1.12
6,316
1.04
4.85%
4.23%
Fixed asset funding ratios
Fixed asset to equity capital margin
Fixed asset to equity capital ratio
Fixed asset to equity capital and mediumlong term debt margin
Fixed asset to equity capital and mediumlong term debt ratio
31 Dec. 2010
net equity – fixed assets
net equity / fixed assets
Gearing ratios
Total indebtedness
Financial debt
Gearing/leverage ratio
financial debt / net equity
Solvency ratios
Liquidity margin
Liquidity ratio
current assets – current liabilities
current assets / current liabilities
Profitability ratios
Gross operating margin/Revenues
Return on investments (ROI)
net operating income / average assets
9.07%
5.25%
Return on sales (ROS)
net operating income / revenues from services
3.97%
3.01%
Return on equity (ROE)
net profit-loss / average net equity
24.29%
6.10%
Incidence of materials consumption on the
value of production
0.20%
0.25%
Incidence of services consumption on the
value of production
83.16%
80.54%
Incidence of the payroll and related costs
on the value of production
11.23%
14.16%
333
236
Value of production per worker
A number of alternative performance ratios (EBITDA and adjusted EBITDA) are presented in
this report on operations - in addition to the conventional ratios envisaged by the IFRS - used
by Savino Del Bene Group management to monitor and assess the operating performance of
the same; as they are not identified as an accounting measure within the sphere of the IFRS,
they must not be considered as alternative measures for the assessment of the performance
of the Savino Del Bene Group’s results. Since the composition of the EBITDA and adjusted
EBITDA is not disciplined by the reference accounting standards, the calculation criteria
applied by the Savino Del Bene Group may not be consistent with those adopted by others
and therefore may not be comparable. These ratios are constructed as indicated below:
14
___________________________________________________________________________
Gross profit/loss (EBT)
+ Financial charges
- Financial income
+/- Income/charges from equity investments in associated companies
Operating profit/(loss) - (EBIT)
+ Restructuring costs
+ Amortisation/depreciation
+/- Atypical income/charges
Gross operating result (EBITDA)
+ Write-down of receivables from customers (trade)
+ Stock options plan costs
Gross operating result (adjusted EBITDA)
31 Dec. 2010
31 Dec. 2009
27,343
4,732
(262)
(52)
31,761
6,422
38,183
844
39,027
9,692
7,885
(314)
(20)
17,243
6,482
23,725
724
24,449
15
___________________________________________________________________________
6. CONSOLIDATED NET FINANCIAL POSITION
31 Dec. 2010
(in thousands of Euro)
Cash and cash equivalents
31 Dec.
2009
Change
2010-2009
Change %
2010-2009
52,992
26,273
26,719
102%
731
357
374
105%
Medium and long term loans
(45,378)
(37,817)
(7,561)
20%
Financial liabilities
(91,260)
(75,481)
(15,779)
21%
(82,915)
(86,668)
3,753
+4%
Current financial assets
Total net indebtedness
The Group’s net financial position as of 31st December 2010 disclosed a negative balance of
Euro 82.91 million, compared with Euro 86.67 million at 31st December 2009, having
increased 4%, or around Euro 3.8 million.
The trend in the net financial position has been penalised in the past by the medium/long
term debt contracted by the Parent Company in order to finance the IPO in 2003 and by the
debts acquired during 2007 as a result of the inverse merger operation between the Parent
Company and Cargo Venture S.p.A.
The improvement in the net financial position has been possible thanks to the improved
activities for handling trade receivables and the consequent reduction in the timescales
(days) for collection of payments.
The Group’s liquidity for the period (ratio of current assets to current liabilities) comes to 1.12
and improved with respect to last year (1.04) – see ratios table.
7. COVENANTS
Covenants are contractual clauses upon which the continuation of the loan depends; these
clauses are often linked to financial statement ratios or to company results which, if not met,
render the loan repayable. In this connection, as of 31st December 2010 the Parent
Company had the following mortgage contracts which envisage the following clauses:

UniCredit Banca d’Impresa:
- Ratio of net financial indebtedness to shareholders’ equity of 2.5 or less;
- Ratio of net financial indebtedness to gross operating margin of 5 or less.

Mediocredito Centrale:
-

Ratio of net financial indebtedness to shareholders’ equity of 2.5 or less;
Monte dei Paschi di Siena, this envisages the obligation to deposit at least 6% of the
incoming cash flows deriving from the collection of receivables with the bank. The
16
___________________________________________________________________________
occurrence of the hypothesis foreseen by Article No. 1186 of the Italian Civil Code
gives the bank the right to cancel the contract.

Mediocredito Italiano:
- Ratio of net financial indebtedness to gross operating margin, at consolidated level,
of 4 or less;

BNL:
-
- Ratio of net financial indebtedness to gross operating margin of 3.0 or less for
2010 and 2011; after 2011, max 2.7;
-
Ratio of net financial indebtedness and shareholders’ equity of 2.2 or less until
2010; 1.5 maximum after.
With regard to UniCredit, in the event of the failure to meet both of the abovementioned
parameters, the bank reserves itself the right to apply a step up clause of 15 basis points per
annum for those years in which the parameters are not met.
As for Mediocredito Centrale, the failure to meet even one of the contractual obligations
envisaged (covenants and disclosure obligations) gives the bank the right to cancel the
contract unless, following the company’s justified request, the bank consents to continue the
loan.
Furthermore, the loan agreement entered into with Monte dei Paschi di Siena, for Euro 5,000
thousand, envisages the obligation to deposit at least 6% of the incoming cash flows deriving
from the collection of receivables with the bank.
All of the above covenants had been observed as of 31st December 2010.
8. INVESTMENTS
Fixed assets (tangible and intangible) have undergone various changes, due to commercial
operations carried out as part of the Group’s ongoing strategy of expansion on all of the
principal markets, and a greater globalisation and internationalisation of its business.
As part of the growth project, the Group assesses the appropriateness of carrying out further
corporate acquisitions, or of putting together extraordinary business combinations with
complementary companies and/or those which operate in the sector of the core business;
transactions which could allow the market position to be strengthened.
The principal changes in the consolidation area as of 31st December 2010 with respect to
31st December 2009, are summarised below.
17
___________________________________________________________________________
Companies consolidated for the first time:
-
Samawat Shipping Services with registered offices in Tripoli (Libya), established in
June 2010, share capital 1,000,000.00 Libyan dinars; SDB Finanziaria S.A.
subscribed 65% of the share capital;
-
Savino Del Bene Russia, LLC, with registered offices in St. Petersburg, established in
September 2010: the share capital of 10,000 roubles was fully subscribed by SDB
Finanziaria S.A.;
-
Savino Del Bene Uruguay S.A. with registered offices in Montevideo; the share
capital, amounting to UYU 1,126 thousand, was fully subscribed by SDB Finanziaria
S.A.;
-
Savino Del Bene Ghana Ltd with registered offices in Tema (Ghana); the share
capital, amounting to GHS 114 thousand, was fully subscribed by SDB Finanziaria
S.A.
Other changes worthy of note:
-
Acquisition in July 2010, by SDB Finanziaria S.A., of an additional 44% in the share
capital of DG Air Cargo while the remaining 4% was acquired by Savino Del Bene
Argentina S.A. By means of these latter acquisitions, DG Air Cargo is now wholly
owned by the SDB Group;
-
Increase in the share capital of Savino Del Bene do Brasil Ltda for a total of Euro
550,000.00.
-
Increase in the share capital of Savino Del Bene Korea Co Ltd for a total of Euro
350,000.00.
9. RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS EXPOSED
Risks associated with the general economic situation
The results of the Group’s activities are directly influenced by the volume of international
commercial traffic, which in turn is influenced by economic, political and social factors outside
the Group’s control.
The occurrence of such factors, which are often difficult to forecast, could determine a drop
in future demand for the services offered by the Company, with possible negative effects on
its economic, equity and financial situation. The profitability of the services rendered is also
influenced by the trend in charter freight charges (which represent the core costs of the
business activities) and which in turn depend directly on certain unpredictable factors such
as the trend in oil prices, the availability of space on the various routes, the volume of goods
18
___________________________________________________________________________
shipped at worldwide or local level, as well as the application of stricter legislation in this
sector which renders the transport more costly for the carrier.
In the absence of contractual coverage designed to exclude or limit the eventual effects of a
fall in margins and in volumes handled, it is possible that the occurrence of such events
could give rise to negative effects on the Company’s economic, equity and financial situation.
Credit risk
The Group’s exposure to credit risk is related almost entirely to trade receivables and to a
lesser extent to other receivables.
The Group only deals with known and reliable customers. It is Group policy to submit those
customers who request extended terms of payment to verification procedures on the related
credit class. In addition, the receivable balances are monitored throughout the year in order
to contain the extent of exposure to losses. The trade receivables are stated in the financial
statements net of the allowance for doubtful accounts, calculated on the basis of the risk of
non-payment by the customer, determined considering the information available on the
solvency of the customer and taking into account past experience.
Trade receivables by geographic area as of 31st December 2010, compared with the
previous year, are shown below:
In thousands of Euro
Europe
31 Dec. 2010
% total
31 Dec. 2009
% total
% change
Dec.10-09
119,105
60.75%
91,154
62.71%
30.66%
North America
36,488
18.61%
26,558
18.27%
37.39%
Central-South America
10,485
5.35%
7,459
5.13%
40.57%
Asia and Oceania
10,943
5.58%
7,979
5.49%
37.15%
Middle East And Africa
19,042
9.71%
12,217
8.40%
55.86%
196,063
100.00%
145,367
100.00%
34.87%
Total
The table below shows the analysis of trade receivables by maturity:
In thousands of Euro
31 Dec. 2010
% total
31 Dec. 2009
% total
% change
Dec.10-09
Between 0 and 60 days
164,726
80.41%
116,842
75.61%
40.98%
13,948
6.81%
15,067
9.75%
-7.43%
5,517
2.69%
5,272
3.41%
4.65%
4,503
2.20%
2,845
1.84%
58.28%
16,153
7.89%
14,505
9.39%
11.36%
204,847
100.00%
154,531
100.00%
32.56%
Gross Total
19
___________________________________________________________________________
Provision for doubtful receivables
(8,784)
Net total as per Financial statements
-4.29%
196,063
(9,164)
-5.93%
-4.15%
145,367
No significant exposure to credit risk exists related to any single customer. All the balances
which refer to trade receivables, both as of 31st December 2010 and 31st December 2009,
relate to receivables due within 12 months.
Interest rate risk
The Group’s sensitivity to interest rate risk is handled by appropriately taking into account the
overall exposure; as part of its general policy of optimising its financial resources, the Group
tries to reach an equilibrium by using less costly forms of finance.
It is also Group policy that the hedge repayment plan mirrors, in terms of maturity date and
notional value, the repayment plan for the underlying debt. During 2010, no operations were
undertaken for the hedging of interest rate risk related to medium and long term loans.
The cost of indebtedness towards banks is linked to the Euribor/Libor rate for the period, plus
a spread that depends upon the type of credit facilities utilised in any event equal per type of
facility. The utilisation varies from a minimum of a few days up to a maximum of one year.
The margins applied are in line with the market standards. The interest rate risk to which
Group companies are exposed derives mainly from outstanding financial liabilities.
Exchange rate risk
The Savino Del Bene Group is exposed to fluctuations in the exchange rates of the
currencies in which it invoices its sales, which translates into the risk that the equivalent
value in Euro of revenues is insufficient to cover production costs and achieve the desired
margin. This risk is emphasised due to the significant time lapse between the moment in
which the shipping prices are set and the moment in which the revenues are converted into
Euro.
In order to limit the exposure to exchange rate risk deriving from its commercial operations,
the Parent Company and a number of its subsidiary companies enter into forward currency
sales/purchase contracts aimed at defining the exchange rate in advance, or a pre-defined
range of exchange rates at a future date.
Further details are disclosed in Note 41 to the consolidated financial statements.
20
___________________________________________________________________________
10. TRANSACTIONS WITH ASSOCIATED COMPANIES AND OTHER RELATED
PARTIES
These are disclosed in detail in Note 38 to the consolidated financial statements.
11. RESEARCH AND DEVELOPMENT ACTIVITIES
During the financial year, the Group continued its activities for the training and constant
updating of personnel for the diffusion of standardised methods and for the use of office
automation programmes. Customised applications continue to be spread among the Group
companies for the main customers, achieved on the WEB in order to permit interconnection
between the IT system of certain Group companies and that of said customers.
12. SIGNIFICANT EVENTS AFTER THE END OF THE ACCOUNTING PERIOD
No significant events arose after the end of 2010, which would have modified the figures
shown in these financial statements.
In January 2011, the Company’s ordinary shareholders’ meeting authorised the purchase of
treasury shares consequent to the manifestation by the "MPS Venture 1" shareholder of its
will to sell the equity investment of 7.48% held in the Parent Company’s share capital.
The main reasons are attributable to the following aspects:
(i) maintaining the Savino Del Bene S.p.A. shareholding structure unchanged, avoiding that
M.P.S. Venture SGR S.p.A. sells its investment to shareholders outside the current structure;
(ii) using treasury shares as investment for an efficient use of the liquidity generated by the
Company’s core activities, taking into account that the purchase price is fair given the
significant growth prospects of the Group of companies;
(iii) availing of securities to be used as payment within the sphere of any extraordinary and/or
strategic transactions such as stock market listing, also by means of exchange of equity
investments with other parties, including industrial and/or commercial partners;
(iv) establishing the funding necessary for executing any stock option plans which may be
approved in the future, plans which may be launched for the purpose of making the ability to
attract and maintain the best managerial skills within the Company more competitive.
Furthermore, it should be noted that the current political situation in Libya and the related
logistical consequences (closure of the ports to traffic, intermittent business activities care of
all the offices) have left the new company opened in Tripoli in June 2010 on stand-by. At
present, neither the write-down nor the disposal of the same is envisaged since it is a
company established to serve a specific clientele linked to the energy sector, located in this
geographic area; a resumption in working activities to a greater extent is envisaged just as
soon as the political situation is back to normal.
21
___________________________________________________________________________
13. DISCLOSURE PURSUANT TO ITALIAN LEGISLATIVE DECREE NO. 196
DATED 30TH JUNE 2003
In relation to the fulfilments envisaged by Italian Legislative Decree No. 196/03, the Group
has carried out all of the checks and/or activities necessary for the updating of its “Data
security planning document” each time this is required in relation to any corporate or
legislative changes. In any event, even when no changes have taken place, a careful review
of the adequacy and efficiency of the measures adopted is envisaged during the year.
14. TREASURY SHARES
Pursuant to the matters envisaged by Article No. 2428, sections 3 and 4 of the Italian Civil
Code, it should be noted that in January 2011 the Parent Company authorised (for a period
of 18 months) the Board of Directors (represented by the Chairman) to purchase a maximum
number of treasury shares equating to 8,113,788 shares for a total of Euro 11,582,060. This
purchase was consequent to the manifestation by the "MPS Venture 1" Closed-End Property
Fund shareholder of its will to sell the equity investment of 7.48% held in the share capital of
Savino Del Bene S.p.A.
15. BUSINESS OUTLOOK
During 2010, the Group reported a generalised pick-up in traffic with a decisive increase in
sales revenues, profitability and the main income and financial ratios (the gross operating
margin achieved rose around 60% when compared with 2009) involving a significant
improvement in the net result with respect to the previous year, exceeding the budget
expectations envisaged.
With regard to the forecast economic scenario, 2011 will see the continuation of the core
business activities, consolidated and confirmed both on foreign markets and in Italy and, in
the absence of negative events which cannot be foreseen at present, a positive evolution of
the balance sheet and income statement situation of the Group is envisaged together with
noticeable growth and development. The Group’s efforts will continue to be focused on the
generation of important cash flows and the improvement of the significant operating margins
achieved in 2010.
This assessment is the direct consequence of the analysis of the quantitative data for the first
quarter of 2011, clearly up with respect to last year.
Scandicci (Florence), Italy, 30th March 2011
on behalf of the Board of Directors
Paolo Nocentini - Chairman
22

Directors` Report

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