SAVINO DEL BENE GROUP

Transcription

1 SAVINO DEL BENE GROUP INTERNATIONAL FREIGHT FORWARDERS SHIPPING AGENT Directors Report on the consolidated financial statements CONSOLIDATED IFRS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011

2 Directors Report on the consolidated financial statements at 31 December 2011 The consolidated financial statements at 31 December 2011 have been prepared in accordance with the International Financial Reporting Standards (hereinafter referred to as IFRS or international accounting standards ) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission in accordance with article 6 of Regulation (EC) no. 1606/2002 of the European Parliament and of the Council dated 19 July 2002, and in accordance with the implementing measures of article 9 of Legislative Decree no. 38/2005. In 2011, the Board of Directors of the Parent Company decided to take all necessary steps to reactivate the IPO process in order to be ready to submit a listing request as soon as the time is right. 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 high-tech organisational solutions. 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 2600 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 (171 as at 31 December 2011) 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 Savino Del Bene Group 2

3 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 high-tech logistical and organisational solutions, which also make it possible to provide customers with the most varied and differentiated highly specialised logistics services with high added value, as well as more prompt information flows, thereby permitting a considerable increase in work productivity. Each Group company, 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 well-established 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 at 31 December 2011, with the relative direct parent company: Company name Registered offices Currency Share capital (in thousands of local currency) Direct parent company % held by Group Albatrans (UK) Limited Glasgow (UK) GBP 50 Albatrans S.p.A. 35 Albatrans China Limited (Shanghai ) Shanghai (China) HKD 1,000 Albatrans S.p.A. 50 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 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. 50 Albatrans New Zealand Auckland (New Zealand) NZD Albatrans S.p.A Albatrans S.p.A. Scandicci (Florence) EUR 258 Albatrans Spain, S.L. Barcelona (Spain) EUR 60 Albatrans S.p.A. 50 Albatrans-Robert Group Logistics, Inc. Montreal (Canada) CAD 151 Albatrans S.p.A Alpha Line Limited Hong Kong (China) HKD 0.1 SDB Benelux S.A. 99 Arimar International S.p.A. Scandicci (Florence) EUR 124 B.B.A Breakbulk, Inc. New York (USA) USD 2 SDB Benelux S.A. Brewer Enterprises Inc. New York (USA) USD 1 Savino Del Bene U.S.A 50 Savino Del Bene Group 3

4 Company name Registered offices Currency Share capital (in thousands of local currency) Direct parent company % held by Group C.R.T. Combined Railway Transport S.r.l. S. Giorgio (Bologna) EUR 10 Novibrama S.r.l. Cavallino S.r.l. Scandicci (Florence) EUR 10 CDC Caribe Inc. San Juan (Puerto Rico) USD 4 CDC S.p.A CDC RE S.r.l. Livorno EUR C.D.C S.p.A CDC S.p.A. Livorno EUR 1,690 Centro Spedizioni Internazionali S.r.l. Segrate (MI) EUR 20 Commercial Department Containers CDC Canada Inc. Commercial Department Containers CDC De Mexico S.A. Savino Del Bene Group Toronto (Canada) CAD 1 CDC S.p.A Mexico City (Mexico) MXN 450 CDC S.p.A Danesi Cargo S.r.l. Carrara (MS) EUR 30 DG Air Cargo S.A. Buenos Aires (Argentina) ARS 352 SDB Benelux S.A. DO.CA de Venezuela C.A. Caracas (Venezuela) VEF 192 Do.Ca S.r.l Do.Ca S.r.l. Livorno EUR 51 Fashion Distribution Services Inc New Jersey (USA) USD 227 Savino Del Bene U.S.A Fiorino Shipping S.r.l. Sesto Fiorentino (Florence) EUR G. Noli Argentina Buenos Aires (Argentina) ARS 12 General Freight Inc. Canada Montreal (Canada) CAD 0.1 General Freight USA, Inc. New York (USA) USD 10 General Noli do Brasil Ltda São Paulo (Brazil) BRL 624 General Noli S.L. Valencia (Spain) EUR 500 General Noli Spedizioni Internazionali S.p.A. Modena EUR 1,000 Leonardi & C. S.p.A. Sassuolo (Modena) EUR 1,354 General Noli Spedizioni Internazionali S.p.A. General Noli Spedizioni Internazionali S.p.A. General Noli Spedizioni Internazionali S.p.A. General Noli Spedizioni Internazionali S.p.A. General Noli Spedizioni Internazionali S.p.A. Leonardi & Co. USA New York (USA) USD 2 Leonardi & C. S.p.A Leonardi Iberia.SA. Valencia (Spain) EUR 60 Leonardi & C. S.p.A Novibrama S.r.l. Livorno EUR 10 P.T. Savino Del Bene (Indonesia) Jakarta (Indonesia) IDR 200,000 SDB Benelux S.A. Sacid S.r.l. Rome EUR 10 Samawat Shipping Services Company Tripoli (Libya) LYD 1,000 SDB Benelux S.A. 65 Savino Del Bene Naklyiati Ltd. Istanbul (Turkey) TRY

5 Company name Registered offices Currency Share capital (in thousands of local currency) Direct parent company % held by Group Savino Del Bene (Malaysia) Sdn. Bhd. Johor Bahru (Malaysia) MYR 50 Savino del Bene (S) PTE Ltd. Savino del Bene (S) PTE Ltd. Singapore SGD 620 SDB Benelux S.A. Savino Del Bene (Switzerland) AG Basel (Switzerland) CHF 225 SDB Benelux S.A. Savino Del Bene (Thailand) Ltd. Bangkok (Thailand) THB 8,200 SDB Benelux S.A. Savino Del Bene (U.K.) Ltd Basildon (UK) GBP 20 Savino Del Bene Argentina S.A. Buenos Aires (Argentina) ARS 818 SDB Benelux S.A. Savino Del Bene Australia Pty Ltd. Sydney (Australia) AUD 500 SDB Benelux S.A. Savino Del Bene Bulgaria EAD Sofia (Bulgaria) BGN 120 SDB Benelux S.A. Savino Del Bene Chile S.A. Santiago (Chile) CLP 29,752 SDB Benelux S.A. Savino Del Bene China Ltd Hong Kong (China) HKD 5,960 Savino Del Bene Colombia SAS Bogotá (Colombia) COP 488,000 Savino Del Bene Corp. (Canada) Missisauga (Canada) CAD 40 Savino Del Bene Costa Rica S.A. Costa Rica CRC 59,375 Savino Del Bene d.o.o. Rijeka (Croatia) HRK 123 Trans Solutions Latino America S.A. Savino Del Bene do Brasil Ltda São Paulo (Brazil) BRL 1,641 SDB Benelux S.A. Savino Del Bene Egypt Cairo (Egypt) EGP 530 SDB Benelux S.A. Savino Del Bene France S.A. Roissy (France) EUR 305 SDB Benelux S.A Savino Del Bene Freight Forwarders. (India) Pvt. Ltd. Bombay (India) INR 20,000 SDB Benelux S.A. Savino Del Bene Ghana Ltd. Tema (Ghana) GHS SDB Benelux S.A. Savino Del Bene GmbH Hamburg (Germany) EUR 79 SDB Benelux S.A. Savino Del Bene GmbH (Austria) Vienna (Austria) EUR 73 SDB Benelux S.A. Savino Del Bene Japan Co., Ltd. Tokyo (Japan) JPY 96,000 Savino Del Bene Korea Co. Ltd. Seoul (South Korea) KRW 800,000 SDB Benelux S.A. Savino Del Bene LLC (Ukraine) Kiev (Ukraine) UAH 200 SDB Benelux S.A. Savino Del Bene Mexico S.A. Mexico MXN 1,764 SDB Benelux S.A. Savino Del Bene Panama S.A. Panama USD 10 Trans Solutions Latino America S.A Savino Del Bene Perú SAC. Lima (Peru) PEN SDB Benelux S.A. Savino Del Bene Poland S.p.z. o.o Warsaw (Poland) PLN 700 Savino Del Bene Group 5

6 Company name Registered offices Currency Share capital (in thousands of local currency) Direct parent company % held by Group Savino Del Bene Portouguesa Lda Perafita (Portugal) EUR Savino Del Bene Russia, LLC St. Petersburg RUB 10 SDB Benelux S.A. Savino Del Bene S.A. Chiasso Chiasso (Switzerland) CHF 250 SDB Benelux S.A Savino Del Bene S.L. Alicante (Spain) EUR 800 Savino Del Bene Shanghai Co. Ltd. Shanghai (China) CNY 11,698 Savino Del Bene South Africa Ltd. Johannesburg (South Africa) ZAR 0.4 SDB Benelux S.A. Savino Del Bene U.S.A Group. New York (USA) USD 1,200 SDB Benelux S.A. Savino Del Bene Uruguay S.A. Montevideo (Uruguay) UYU 1,092 SDB Benelux S.A. Savitransport Inc. New York New York (USA) USD 2 Savitransport S.p.A. 51 Savitransport S.p.A. Sesto Fiorentino (Florence) EUR 200 Savitransport Triveneto S.r.l. Sesto Fiorentino (Florence) EUR Savitransport S.p.A SDB Benelux S.A. Luxembourg EUR 8,553 SDB Information Technology S.r.l. Scandicci (Florence) EUR SDB Meralo Logistics & Projects (Proprietary) Limited Johannesburg (South Africa) ZAR 0.1 SDB Benelux S.A. 51 SDB Venezuela, C.A. Caracas (Venezuela) VEF 5 World Wide Cargo C.V. 50 Trans Solutions Latinoamerica S.A. Panama USD 200 SDB Benelux S.A. World Wide Cargo C.V. Netherlands EUR 891 SDB Benelux S.A Savino Del Bene Group 6

7 2. REVENUES BY GEOGRAPHIC AREA The breakdown of sales revenues by geographic area in which the Group operates, net of the eliminations of intercompany revenue totalling Euro 232,849 thousand in 2011 (Euro 125,547 thousand as at 31 December 2010), is presented in the table below: Geographic area 31 Dec total % 31 Dec total % % change Dec. 11-Dec. 10 EUROPE 451, % 487, % -7.28% NORTH AMERICA 224, % 143, % 56.39% ASIA - OCEANIA 64, % 68, % -6.26% MIDDLE EAST - AFRICA 58, % 43, % 33.60% CENTRAL-SOUTH AMERICA 60, % 57, % 5.97% Total 859,699.00% 800,462.00% 7.40% There was an increase in sales revenues of 7.40% when compared with the previous year. Growth was particularly strong in North America and the Middle East / Africa and to a lesser extent in Central and South America, while there was a slight decline in Europe and Asia / Oceania. Sales revenue by geographic area as at 31 December 2011 Savino Del Bene Group 7

8 Sales revenue by geographic area as of 31st December REVENUES BY BUSINESS SECTOR Revenues by business sector as at 31 December 2011 and 31 December 2010, net of intercompany eliminations for Euro 232,849 at 31 December 2011 (Euro 125,547 as at 31 December 2010) are presented below: Business sector 31 Dec total % 31 Dec total % % change Dec. 11-Dec. 10 BY AIR 185, % 139, % 33.31% BY SEA 593, % 533, % 11.27% BY LAND 23, % 22, % 3.45% BROKERAGE AND DISTRIBUTION 57, % 105, % % Total 859,699.00% 800,462.00% 7.40% When assessing the above figures, it should be remembered that the brokerage and distribution item 1 at 31 December 2010 also included import sales of the Italian companies, whereas this figure was included in the relevant sector at 31 December Italian companies imports by air at 31 December 2011 were Euro 13,975 thousand, while imports by sea totalled Euro 46,324 thousand. 1 This item refers to auxiliary activities to shipping by sea and air. Brokerage refers to preparing administrative and customs documents to enable goods to enter their destination country, while distribution refers to storage and distribution activities (handling and delivery). Savino Del Bene Group 8

9 As a result, and given the subdivision criteria of 2010, all sectors, including brokerage and distribution, grew in Sales revenues by business sector as at 31 December 2011 and 31 December 2010 Savino Del Bene Group 9

10 4. VOLUME OF TRAFFIC By sea, the Group shipped a total of 318,930 TEUs 2 during 2011, compared with 295,716 TEUs at 31 December 2010, an increase of 7.85%. The table below shows the percentages of TEUs shipped by the various geographic areas: TEUS by geographic area 31 Dec total % 31 Dec total % % change Dec.11- Dec.10 EUROPE 207, % 191, % 8.43% NORTH AMERICA 20, % 16, % 22.91% ASIA - OCEANIA 65, % 60, % 9.55% MIDDLE EAST - AFRICA 1, % 1, % 3.77% CENTRAL-SOUTH AMERICA 23, % 26, % -9.53% TOTAL SDB GROUP 318,930.00% 295,716.00% 7.85% The figures above show an increase in traffic from all areas except Central and South America, where there was a slight decline. With regard to the geographic areas in terms of destination of goods, the main area of traffic by sea remains North America, although the routes to the Far East are becoming increasingly important. TEUs - 31 December 2011 and 2010 comparison The results for shipping by air are as follows: The Group shipped 44,786 thousand kilos at 31 December 2011, compared with 47,360 thousand at 31 December 2010, a decrease of 5.44%. The table below shows the percentage of kilos shipped in the various geographical areas: 2 TEUs: Twenty feet Equivalent Unit- Container Standard equal to around 30m 3 used as the static measurement of the flows of the traffic capacities. Savino Del Bene Group 10

11 KG/1,000 by geographic area 31 Dec total % 31 Dec total % % change Dec.11- Dec.10 EUROPE 33, % 32, % 3.24% NORTH AMERICA 5, % 6, % % ASIA - OCEANIA 4, % 6, % % MIDDLE EAST - AFRICA % % -4.42% CENTRAL-SOUTH AMERICA 1, % 1, % % TOTAL SDB GROUP 44,786.00% 47,360.00% -5.44% There was an increase in traffic in Europe, while there was a slight decline in the Middle East / Africa, Central and South America, America and Asia. Kg/1, December 2011 and 2010 comparison During 2011, just the companies under the Savino Del Bene brand shipped 190,555 TEUs by sea (59.75% of the total volume shipped by the Group as a whole), compared with 174,599 TEUs at 31 December 2010, an increase of 9.14%. By Sea 31 Dec total % 31 Dec total % % change Dec.11- Dec.10 SAVINO DEL BENE Companies Brand 190, % 174, % 9.14% Total Group 318,930.00% 295,716.00% 7.85% Savino Del Bene Group 11

12 By air, the companies under the Savino Del Bene brand shipped 35,661 thousand kilos at 31 December 2011 (79.63% of the total shipped by the entire Group), compared with 36,572 thousand kilos at 31 December 2010, a decrease of 2.49%. By Air (KG/1,000) 31 Dec total % 31 Dec total % % change Dec.11- Dec.10 SAVINO DEL BENE Companies Brand 35, % 36, % -2.49% Total Group 44,786.00% 47,360.00% -5.44% Savino Del Bene Group 12

13 5. SUMMARY CONSOLIDATED INCOME STATEMENT (in thousands of Euro) 31 Dec % 31 Dec % Change % change Sales and services revenues 859, % 800, % 59, % Other revenues 5, % 4, % % REVENUES 864,920.00% 805,340.00% 59, % Cost of raw materials and consumables (1,676) -0.19% (1,645) -0.20% (31) 1.88% Cost of services (713,124) % (669,709) % (43,415) 6.48% ADDED VALUE 150, % 133, % 16, % Personnel costs (99,798) % (90,410) % (9,388) 10.38% Other operating costs (5,229) -0.60% (4,549) -0.56% (680) 14.95% Depreciation and amortisation (6,674) -0.77% (6,422) -0.80% (252) 3.92% Provisions and impairment losses (541) -0.06% (844) -0.10% % OPERATING PROFIT/(LOSS) - (EBIT) 37, % 31, % 6, % GROSS OPERATING MARGIN (EBITDA) 45, % 39, % 6, % Income from associated companies valued at equity % % (20) % Financial charges (7,163) -0.83% (4,732) -0.59% (2,431) 51.37% Financial income % % % GROSS PROFIT (EBT) 31, % 27, % 3, % Income tax (13,061) -1.51% (11,619) -1.44% (1,442) 12.41% NET INCOME FOR THE YEAR 18, % 15, % 2, % At 31 December 2011, the Group generated consolidated sales revenues of Euro 860 million, compared with Euro 800 million at 31 December 2010, and added value of Euro 150 million, compared with Euro 134 million in the previous year. The increase in these two figures (+7.40% and % respectively) is attributable mainly to the overall pick-up in traffic. The gross operating margin (EBITDA) and net operating result (EBIT), respectively Euro 45 million (+15.54% compared with last year) and Euro million (+19.26%), disclose considerable growth in profitability. EBITDA as a percentage of revenues rose from 4.85 to 5.21 (+15.54%). Net profit amounted to Euro million, up sharply with respect to the 2010 result (+15.84%). The economic and financial performance during the year led to a positive change in the main profitability and financial ratios as shown below: Savino Del Bene Group 13

14 31 Dec Dec Fixed asset funding ratios Fixed asset to equity capital margin net equity fixed assets (50,357) (48,461) Fixed asset to equity capital ratio net equity / fixed assets Fixed asset to equity capital and medium-long term debt margin (net equity + consolidated debt) - fixed assets (596) (3,169) Fixed asset to equity capital and medium-long term debt ratio (net equity + consolidated debt) / fixed assets Gearing ratios Total indebtedness 323, ,003 Financial debt 134, ,638 Gearing/leverage ratio financial debt / net equity Solvency ratios Liquidity margin current assets current liabilities 31,360 29,092 Liquidity ratio current assets / current liabilities Profitability/productivity ratios Gross operating margin/revenues 5.21% 4.85% Return on investment (ROI) net operating income / average assets 9.57% 9.07% Return on sales (ROS) net operating income / revenues from services 4.41% 3.97% Return on equity (ROE) net profit-loss / average net equity 24.45% 24.29% Incidence of materials consumption on the value of production 0.19% 0.20% Incidence of services consumption on the value of production 82.45% 83.16% Incidence of the payroll and related costs on the value of production 11.54% 11.23% Value of production per worker Gross operating margin 45,093 39,027 Net operating income 37,878 31,761 In addition to the conventional ratios envisaged by IFRS, a number of alternative performance indicators (EBITDA and adjusted EBITDA) are presented in this Directors Report and used by the Savino Del Bene Group management to monitor and assess its operating performance; as they are not identified as an accounting measure within the sphere of IFRS, they must not be considered as alternative measures for assessing 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: Savino Del Bene Group 14

15 31/12/ /12/2010 Gross profit/loss (EBT) 31,275 27,343 + Financial charges 7,163 4,732 - Financial income /- Income/charges from equity investments in associated companies Operating profit/(loss) - (EBIT) 37,878 31,761 + Restructuring costs Amortisation/depreciation 6,674 6,422 +/- Atypical income/charges - - Gross operating result (EBITDA) 44,552 38,183 + Write-down of receivables from customers Costs of stock option plans - - Gross operating result (adjusted EBITDA) 45,093 39, CONSOLIDATED NET FINANCIAL POSITION (in thousands of Euro) 31 Dec Dec Change % change Cash and cash equivalents 41,225 52,992 (11,767) % Current financial assets (461) % Medium- and long-term loans (49,761) (45,292) (4,469) 9.87% Financial liabilities (84,740) (91,346) 6, % Total net indebtedness (93,006) (82,915) (10,091) 12.17% The Group s net debt at 31 December 2011 was Euro million, compared with Euro million a year earlier, an increase of around Euro million (or 12.17%). 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. 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 satisfied, render the loan immediately repayable. Some of the loans taken out by the Parent Company contain the following covenants: Savino Del Bene Group 15

16 Lender Covenant Consequence of noncompliance Maturity UNICREDIT (taken out on 08/06/2007) 1. Ratio between net financial debt and shareholders equity of equal to or less than 2.5; 2. Ratio between net financial debt and gross operating margin of equal to or less than 5. Step-up 15 bps per annum 30/06/2012 Mediocredito Centrale Ratio between net financial debt and shareholders equity of equal to or less than 2.5. Early termination of the agreement, unless the bank accepts a justifiable request to maintain the loan 31/03/2012 Mediocredito Italiano Ratio between net financial debt and gross operating margin of equal to or less than 4. 31/12/ Ratio between net financial debt and shareholders equity of equal to or less than 2.2 until 2010; after 2010, a maximum of 1.5. BNL 14/10/2015 Termination of the agreement 2. Ratio between net financial debt and gross operating margin of equal to or less than 3 for 2010 and 2011; after 2011, a maximum of 2.7. UNICREDIT (taken out on 28/06/2011) 1. Debt Cover Ratio max 2.8; 2. Leverage max 1.5; 30/06/2014 Savino Del Bene Group 16

17 As well as these covenants related to financial ratios, there are two loan agreements (one with Banca del Monte di Lucca and the other with BNL) which provide respectively for: - the obligation to provide the bank with financial flows (collection orders, advance against invoices) of at least Euro 5 million for each calendar year that begins with the loan still outstanding. If this amount is not met, the loan for the following year (starting from the effective date of the interest portion immediately following the calendar year under review) will bear an interest rate of three-month Euribor plus 2.25 percentage points; - the obligation for the company to provide the bank with payments and receipts of at least Euro 15 million for each calendar year; non-compliance shall result in the obligation to compensate the counterparty pursuant to article 1381 of the Italian Civil Code. With the exception of the loan agreement with UniCredit of 28 June 2011, which provides for covenants to be calculated every six months, all agreements state that these parameters must be met by the end of the financial year. In any case, all of the above covenants were fulfilled as at 31 December INVESTMENTS Fixed assets (tangible and intangible) have undergone certain changes owing to some commercial transactions 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 scope of consolidation at 31 December 2011, compared with a year earlier, are summarised below. Companies consolidated for the first time: - SDB Meralo Logistics & Projects (Proprietary) Limited, with its registered office in Johannesburg, South Africa. The company was founded in September 2009 but remained inactive until the first half of 2011; Savino Del Bene South Africa Ltd owns Savino Del Bene Group 17

18 51% of its share capital of ZAR. This company was founded with a view to expanding the Group s activity in the Middle East and Africa; - Danesi Cargo S.r.l., with its registered office in Marina di Carrara. Savino Del Bene S.p.A. acquired 51% of the share capital of Euro 30, on 15 July 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 demand for the services offered by the Company, with possible negative effects on its statement of financial position, income statement and statement of cash flows. 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 shipped at worldwide or local level, and the application of stricter legislation in this sector, which renders transportation 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 deals only with known and reliable customers. It is Group policy to submit those customers who request extended terms of payment to checks relating to the relevant credit class. In addition, the receivables balance is monitored throughout the year in order to contain the extent of exposure to losses. The trade receivables are shown in the financial statements net of the provision for doubtful receivables, calculated on the basis of the risk of default by the customer, determined in consideration of the available information on the solvency of the customer and historical data. Trade receivables by geographic area as at 31 December 2011, compared with the previous year, are shown below: Savino Del Bene Group 18

19 In thousands of Euro 31 Dec total % 31 Dec total % Change Europe 131, % 119, % 10.18% North America 32, % 36, % % Central and South America 14, % 10, % 42.67% Asia and Oceania 12, % 10, % 15.86% Middle East and Africa 17, % 19, % -5.57% Total 209,652.00% 196,063.00% 6.93% The table below shows the breakdown of trade receivables by due date: In thousands of Euro 31 Dec total % 31 Dec total % % change From 0 to 60 days 175, % 164, % 6.81% From 60 to 90 days 16, % 13, % 19.58% From 90 to 120 days 6, % 5, % 17.24% From 120 to 180 days 3, % 4, % % From 180 to 365 days 14, % 16, % -7.60% Gross total 217,981.00% 204,847.00% 6.41% Provision for doubtful receivables (8,329) -3.82% (8,784) -4.29% -5.18% Net total as per financial statements 209, , % No significant exposure to credit risk exists in relation to any individual debtor. All of the above balances, both at 31 December 2011 and 31 December 2010, relate to trade receivables due within 12 months. Interest rate risk The Group manages interest rate risk by taking account of its total 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. During 2011, no operations were undertaken for the hedging of interest rate risk related to medium and long term loans. The cost of bank debt is linked to the Euribor/Libor rate for the period, plus a spread that depends upon the type of credit lines, but which is the same for credit lines of the same type. The utilisation varies from a minimum of a few days up to a maximum of one year. The Savino Del Bene Group 19

20 margins applied are in line with market standards. The interest rate risk to which the Group companies are exposed arises primarily from outstanding financial payables. 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 value in Euro of revenues may be insufficient to cover production costs and achieve the desired margin. This risk is accentuated due to the significant time lapse between the time at which the shipping prices are set and the time at 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 some of its subsidiary companies stipulate forward currency sale/purchase contracts and options aimed at defining the exchange rate in advance, or a pre-defined range of exchange rates at a future date. More details can be found in the explanatory notes. 10. TRANSACTIONS WITH ASSOCIATED COMPANIES AND OTHER RELATED PARTIES Transactions with associated companies and related parties are described in detail in the explanatory notes. 11. RESEARCH AND DEVELOPMENT ACTIVITIES During the financial year, the Group continued to train and constantly refresh personnel in order to diffuse standardised methods and the use of office automation programs. Customised applications continue to be spread among the Group companies for the main customers; these are online so that the IT system of certain Group companies can connect to the systems of these customers. 12. SIGNIFICANT EVENTS AFTER THE END OF THE ACCOUNTING PERIOD No significant events arose after the end of 2011, which would have modified the figures shown in these financial statements. In January 2012, SDB Benelux S.A. agreed to buy % of Dutch company Cargo Friends B.V. The agreed price was Euro 400, In March 2012, South African subsidiary Savino Del Bene (South Africa) (Proprietary) Limited agreed to acquire % of Tuiton Services, with registered offices in Namibia. Savino Del Bene Group 20