UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34045
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to 12(b) of the Act:
Title of Each Class |
Trading |
Name of Each Exchange | ||
Item 2.02. | Results of Operations and Financial Condition. |
On October 19, 2023, Enovis Corporation (the “Company”) released the following preliminary information about its performance for the third quarter ended September 29, 2023.
Revenues for the three months ended September 29, 2023 are expected to be between $414 and $418 million, compared to approximately $383 million for the three months ended September 30, 2022, representing an increase of approximately 8 to 9%.
Adjusted EBITDA for the three months ended September 29, 2023 is expected to be between $64 and $66 million, compared to approximately $57 million for the three months ended September 30, 2022, representing an increase of approximately 12 to 15%.
The foregoing preliminary financial estimates reflect management’s current views and may change as a result of management’s review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. Such preliminary financial information is subject to the finalization and closing of the accounting books and records of the Company (which have yet to be performed) and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with U.S. GAAP. In the course of preparing and finalizing the financial statements for the three months ended September 29, 2023, the preliminary estimates for the three months ended September 29, 2023 will be subject to change and the Company may identify items that will require it to make adjustments to the Company’s preliminary estimates described above. Any such changes could be material. For these or other reasons, the preliminary financial estimates for the three months ended September 29, 2023 may not ultimately be indicative of the Company’s results for such periods and actual results may differ materially from those described above. No independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to these preliminary results, nor have they expressed any opinion or any other form of assurance on these preliminary estimated results.
Adjusted EBITDA is not prepared in accordance with U.S. GAAP and is included in this Current Report on Form 8-K because it is used by the Company’s management to assess its operating performance. The table below provides a reconciliation of preliminary adjusted EBITDA to the closest comparable U.S. GAAP financial measure, net income (loss) from continuing operations, for the three months ended September 29, 2023.
Adjusted EBITDA represents net income or loss from continuing operations excluding taxes, depreciation and amortization, stock-based compensation costs and restructuring and other charges, European Union Medical Device Regulation and other costs, strategic transaction costs, insurance settlement (gain) loss, and inventory step up costs. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, net income (loss) from continuing operations or other measures calculated in accordance with U.S. GAAP.
Dollars in millions (Unaudited) |
||||||||||||
Three Months Ended September 29, 2023 | ||||||||||||
Low(1) | High(2) | |||||||||||
Net Income (Loss) from continuing operations (GAAP) |
$ | (20.1 | ) | $ | (19.4 | ) | ||||||
Income tax benefit |
(6.0 | ) | (6.2 | ) | ||||||||
Other Income |
(0.8 | ) | ||||||||||
Interest expense, net |
5.8 | |||||||||||
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|
|
|
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Operating loss (GAAP) |
(21.1 | ) | (20.6 | ) | ||||||||
Adjusted to Add: |
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Restructuring and other charges |
5.1 | 5.6 | ||||||||||
Medical Device Regulation (MDR) and other costs(3) |
6.0 | 6.5 | ||||||||||
Strategic transaction costs(4) |
10.3 | 10.8 | ||||||||||
Stock-based compensation |
8.4 | |||||||||||
Depreciation and other amortization |
21.5 | |||||||||||
Amortization of acquired intangibles |
34.0 | |||||||||||
Inventory step-up |
— | |||||||||||
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Adjusted EBITDA |
$ | 64.0 | $ | 66.0 | ||||||||
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(1) | Assumes a GAAP tax rate of 23%. |
(2) | Assumes a GAAP tax rate of 24.2%. |
(3) | Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union MDR. These costs are classified as Selling, general and administrative expense on our Consolidated Statements of Operations. |
(4) | Strategic transaction costs includes costs related to the Separation from ESAB Corporation and certain transaction and integration costs related to recent acquisitions. |
Item 7.01 | Regulation FD Disclosure. |
In this Current Report on Form 8-K, the Company is furnishing the following information of LimaCorporate S.p.A. (the “Lima”), which it plans to provide to certain investors: (i) audited consolidated financial statements of Lima as of and for the year ended December 31, 2022, attached hereto as Exhibit 99.1 and incorporated by reference in this Item 7.01; (ii) unaudited condensed interim consolidated financial statements of Lima as of and for the six months ended June 30, 2023, attached hereto as Exhibit 99.2 and incorporated by reference in this Item 7.01; and (iii) preliminary unaudited pro forma condensed combined financial statements of the Company and Lima as of and for the six months ended June 30, 2023 and for the year ended December 31, 2022, in each case, that give effect to the Company’s planned acquisition of Lima, attached hereto as Exhibit 99.3 and incorporated by reference in this Item 7.01.
The Company cautions that Lima’s financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board and, to the extent audited, have been audited in accordance with International Auditing Standards. These standards differ from generally accepted accounting principles in the United States and the auditing standards promulgated by the PCAOB and American Institute of Certified Public Accountants. The Lima financial statements were not audited or reviewed in accordance with generally accepted accounting standards in the United States or the auditing standards promulgated by the PCAOB and American Institute of Certified Public Accountants. As a result, the pro forma financial information does not comply with Article 11 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). You should not place undue reliance on such financial statements or on the pro forma financial statements that rely on such financial statements.
The information in this report (including the exhibits) furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibits 99.1, 99.2 and 99.3 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, unless such incorporation by reference is specifically referenced therein.
Item 8.01 | Other Events |
On October 19, 2023, the Company issued a press release announcing its intention to offer convertible senior notes due 2028 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company also expects to grant the initial purchasers of the Notes an option to purchase additional Notes within a 13-day period beginning on, and including, the initial closing date. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Audited Consolidated Financial Statements of Lima as of and for the year ended December 31, 2022. | |
99.2 | Unaudited Condensed Consolidated Interim Financial Statements of Lima as of and for the six months ended June 30, 2023. | |
99.3 | Preliminary Unaudited Pro Forma Condensed Combined Financial Statements of the Company and Lima as of and for the Six Months ended June 30, 2023 and for the year ended December 31, 2022. | |
99.4 | Press Release dated October 19, 2023. | |
104 | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 19, 2023 | ENOVIS CORPORATION | |||||
By: | /s/ Phillip B. Berry | |||||
Name: | Phillip B. Berry | |||||
Title: | Senior Vice President and Chief Financial Officer |
Exhibit 99.1
KPMG S.p.A.
Revisione e organizzazione contabile
Piazza Salvemini, 20
35131 PADOVA PD
Telefono +39 049 8249101
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
Independent auditors report
To the board of directors of
Limacorporate S.p.A.
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated financial statements of the Limacorporate Group (the group), which comprise the statement of financial position as at 31 December 2022, the income statement and statements of comprehensive income, cash flows and changes in equity for the year then ended and notes thereto, which include a summary of the significant accounting policies.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Limacorporate Group as at 31 December 2022 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards issued by International Accounting Standards Board (IFRS issued by the IASB).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA). Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the consolidated financial statements section of our report. We are independent of Limacorporate S.p.A. (the parent) in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter IFRS issued by the IASB adoption and error correction
We draw attention to Note 4.1 Transition to IFRS issued by IASB to the consolidated financial statements, which indicates the group has corrected an error related to the payback mechanism accounted in compliance with IFRS 15 that was reported prior to the groups adoption of the IFRS issued by IASB. Our opinion is not modified in respect of this matter.
Other Matter
The consolidated financial statements of Limacorporate Group as at 31 December 2022 has been prepared for its inclusion in the offering memorandum drawn up by Enovis Corporation as part of its potential issue of notes.
KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese. |
Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona |
Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA |
Limacorporate Group
Independent auditors report
31 December 2022
Responsibilities of the parents directors and board of statutory auditors (Collegio Sindacale) for the consolidated financial statements
The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards issued by International Accounting Standards Board and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
The directors are responsible for assessing the groups ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the consolidated financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the parent or ceasing operations exist, or have no realistic alternative but to do so.
The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the groups financial reporting process.
Auditors responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
| identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
| obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the groups internal control; |
| evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors; |
| conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the groups ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the group to cease to continue as a going concern; |
2
Limacorporate Group
Independent auditors report
31 December 2022
| evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; |
| obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance, identified at the appropriate level required by ISA, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Padua, 5 October 2023
KPMG S.p.A.
Silvia Di Francesco
Director
3
Consolidated financial statements as at 31 December 2022
Contents
Consolidated financial statements as at 31 December 2022 |
||||
Consolidated financial statements as at 31 December 2022 of the Limacorporate Group |
6 | |||
Notes to the consolidated financial statements as at 31 December 2022 |
11 | |||
Other information |
51 |
5
Consolidated financial statements as at 31 December 2022 of the Limacorporate Group
Statement of financial position
(000) |
||||||||||||||||
ASSETS |
Note | 31/12/2022 | 31/12/2021 | 01/01/2021 | ||||||||||||
Non-current assets |
||||||||||||||||
Other intangible assets |
[3.1 | ] | 58,234 | 53,595 | 44,477 | |||||||||||
Goodwill |
[3.2 | ] | 384,216 | 398,305 | 396,900 | |||||||||||
Property, plant and equipment |
[3.3 | ] | 79,837 | 81,773 | 85,288 | |||||||||||
Equity investments |
[3.4 | ] | 2 | 2 | 402 | |||||||||||
Deferred tax assets |
[3.5 | ] | 31,709 | 33,462 | 31,895 | |||||||||||
Other non-current assets |
[3.6 | ] | 861 | 705 | 663 | |||||||||||
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Total non-current assets |
554,859 | 567,843 | 559,625 | |||||||||||||
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Current assets |
||||||||||||||||
Inventories |
[3.7 | ] | 86,728 | 87,421 | 84,166 | |||||||||||
Trade receivables |
[3.8 | ] | 70,161 | 66,891 | 63,070 | |||||||||||
Current tax assets |
[3.9 | ] | 2,087 | 2,554 | 4,361 | |||||||||||
Other current assets |
[3.10 | ] | 14,192 | 11,247 | 11,469 | |||||||||||
Cash and cash equivalents |
[3.11 | ] | 25,920 | 21,503 | 26,273 | |||||||||||
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Total current assets |
199,088 | 189,617 | 189,340 | |||||||||||||
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TOTAL ASSETS |
753,947 | 757,461 | 748,965 | |||||||||||||
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EQUITY AND LIABILITIES |
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Equity |
||||||||||||||||
Share capital |
[3.12 | ] | 9,868 | 9,868 | 9,868 | |||||||||||
Share premium reserve |
[3.12 | ] | 14,425 | 14,425 | 14,425 | |||||||||||
Other reserves |
[3.12 | ] | 323,510 | 317,570 | 310,762 | |||||||||||
Retained earnings (accumulated deficit) |
[3.12 | ] | (21,966 | ) | (18,862 | ) | (6,380 | ) | ||||||||
Profit (loss) for the year |
[3.12 | ] | (19,273 | ) | (2,539 | ) | (12,482 | ) | ||||||||
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Total equity attributable to the owners of the parent |
306,564 | 320,463 | 316,194 | |||||||||||||
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Total equity |
306,564 | 320,463 | 316,194 | |||||||||||||
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Non-current liabilities |
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Non-current financial liabilities |
[3.15 | ] | 10,165 | 283,573 | 287,407 | |||||||||||
Employee benefits |
[3.14 | ] | 1,296 | 1,442 | 1,421 | |||||||||||
Deferred tax liabilities |
[3.5 | ] | 19,275 | 17,296 | 12,986 | |||||||||||
Provisions for risks and charges |
[3.13 | ] | 17,156 | 15,314 | 12,847 | |||||||||||
Other non-current liabilities |
[3.16 | ] | 649 | 5,250 | 5,476 | |||||||||||
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Total non-current liabilities |
48,541 | 322,875 | 320,137 | |||||||||||||
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Current liabilities |
||||||||||||||||
Current financial liabilities |
[3.15 | ] | 336,659 | 61,536 | 61,156 | |||||||||||
Trade payables |
[3.17 | ] | 36,564 | 32,343 | 28,941 | |||||||||||
Current tax liabilities |
[3.18 | ] | 877 | 202 | 491 | |||||||||||
Other current liabilities |
[3.19 | ] | 24,742 | 20,041 | 22,047 | |||||||||||
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Total current liabilities |
398,842 | 114,123 | 112,635 | |||||||||||||
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TOTAL EQUITY AND LIABILITIES |
753,947 | 757,461 | 748,965 | |||||||||||||
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6
Income statement
(000) |
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Note | 2022 | 2021 | ||||||||||
Revenue |
[3.20 | ] | 245,669 | 210,543 | ||||||||
Other revenues and income |
[3.20 | ] | 5,798 | 3,973 | ||||||||
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Total revenue and income |
251,467 | 214,517 | ||||||||||
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Raw materials, consumables, supplies and goods |
[3.21 | ] | (56,391 | ) | (53,530 | ) | ||||||
Services |
[3.22 | ] | (81,645 | ) | (69,910 | ) | ||||||
Change in w.i.p., semi-finished products and finished goods |
[3.23 | ] | (887 | ) | 2,058 | |||||||
Personnel expenses |
[3.24 | ] | (76,858 | ) | (60,773 | ) | ||||||
Amortisation and Depreciation |
[3.25 | ] | (35,408 | ) | (32,517 | ) | ||||||
Impairment losses on trade receivables |
[3.25 | ] | (502 | ) | (429 | ) | ||||||
Impairment losses on fixed assets |
[3.25 | ] | (16,152 | ) | (209 | ) | ||||||
Other operating costs |
[3.26 | ] | (1,857 | ) | (1,509 | ) | ||||||
Internal work capitalised |
[3.27 | ] | 13,532 | 16,250 | ||||||||
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Operating costs |
(256,167 | ) | (200,570 | ) | ||||||||
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Operating profit |
(4,700 | ) | 13,947 | |||||||||
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Financial income |
[3.28 | ] | 14,561 | 7,829 | ||||||||
Financial expense |
[3.28 | ] | (22,609 | ) | (20,785 | ) | ||||||
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Net financial expense |
(8,048 | ) | (12,956 | ) | ||||||||
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Pre-tax income (loss) |
(12,748 | ) | 991 | |||||||||
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Income tax benefit (expense) |
[3.29 | ] | (6,526 | ) | (3,529 | ) | ||||||
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Profit (loss) for the year |
(19,273 | ) | (2,539 | ) | ||||||||
|
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of which attributable to the owners of the parent |
(19,273 | ) | (2,539 | ) | ||||||||
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7
Statement of comprehensive income
(000) |
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Note | 2022 | 2021 | ||||||||||
Profit (loss) for the year |
(19,273 | ) | (2,539 | ) | ||||||||
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Other comprehensive income (expense) |
||||||||||||
Items that will never be reclassified to profit or loss (A) |
||||||||||||
Remeasurements of the net defined benefit liability (asset) |
[3.14 | ] | 71 | 3 | ||||||||
Related tax |
[3.14 | ] | (17 | ) | (1 | ) | ||||||
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54 | 2 | |||||||||||
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Items that are or may be reclassified to profit or loss (B) |
||||||||||||
Exchange differences on translation of foreign operations |
[3.12 | ] | 871 | 1,842 | ||||||||
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871 | 1,842 | |||||||||||
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Other comprehensive income (expense), net of tax (A+B) |
925 | 1,844 | ||||||||||
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Comprehensive income (expense) for the year |
(18,348 | ) | (695 | ) | ||||||||
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Comprehensive income (expense) attributable to: |
||||||||||||
Owners of the parent |
(18,348 | ) | (695 | ) | ||||||||
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8
Statement of changes in equity
(000) |
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Note | Share capital |
Share premium reserve |
Legal reserve |
Merger reserve |
Equity Injections |
Translation reserve |
Actuarial reserve |
Other reserves |
Retained earnings including Profit (loss) for the year |
Total equity attributable to the owners of the parent |
Total equity | |||||||||||||||||||||||||||||||||||||
At 1 January 2021 |
9,868 | 14,425 | 2,101 | 288,261 | 23,088 | (334 | ) | (25 | ) | (2,328 | ) | (18,862 | ) | 316,194 | 316,194 | |||||||||||||||||||||||||||||||||
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Statement of comprehensive income |
||||||||||||||||||||||||||||||||||||||||||||||||
Profit for the year |
[3.12 | ] | | | | | | | | | (2,539 | ) | (2,539 | ) | (2,539 | ) | ||||||||||||||||||||||||||||||||
Other comprehensive income |
[3.12 | ] | | | | | | 1,842 | 2 | | | 1,844 | 1,844 | |||||||||||||||||||||||||||||||||||
Comprehensive income |
| | | | | 1,842 | 2 | | (2,539 | ) | (694 | ) | (694 | ) | ||||||||||||||||||||||||||||||||||
Owner transactions |
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Allocation of the loss for the previous year |
[3.12 | ] | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||
Other owner transactions |
[3.12 | ] | | | | | 4,963 | | | | 4,963 | 4,963 | ||||||||||||||||||||||||||||||||||||
Total owner transactions |
| | | | 4,963 | | | | | 4,963 | 4,963 | |||||||||||||||||||||||||||||||||||||
Other changes |
[3.12 | ] | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||
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At 31 December 2021 |
9,868 | 14,425 | 2,101 | 288,261 | 28,051 | 1,508 | (23 | ) | (2,328 | ) | (21,401 | ) | 320,463 | 320,463 | ||||||||||||||||||||||||||||||||||
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Statement of comprehensive income |
||||||||||||||||||||||||||||||||||||||||||||||||
Profit for the year |
[3.12 | ] | | | | | | | | | (19,273 | ) | (19,273 | ) | (19,273 | ) | ||||||||||||||||||||||||||||||||
Other comprehensive income |
[3.12 | ] | | | | | | 871 | 54 | | | 925 | 925 | |||||||||||||||||||||||||||||||||||
Comprehensive income |
| | | | | 871 | 54 | | (19,273 | ) | (18,349 | ) | (18,349 | ) | ||||||||||||||||||||||||||||||||||
Owner transactions |
||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of the loss for the previous year |
[3.12 | ] | | | | | | | | 565 | (565 | ) | | | ||||||||||||||||||||||||||||||||||
Other owner transactions |
[3.12 | ] | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
Total owner transactions |
| | | | | | | 565 | (565 | ) | | | ||||||||||||||||||||||||||||||||||||
Other changes |
[3.12 | ] | | | | | | | | 4,450 | | 4,450 | 4,450 | |||||||||||||||||||||||||||||||||||
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At 31 December 2022 |
9,868 | 14,425 | 2,101 | 288,261 | 28,051 | 2,379 | 31 | 2,687 | (41,239 | ) | 306,564 | 306,564 | ||||||||||||||||||||||||||||||||||||
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9
Statement of cash flows
(000) |
||||||||||||
Note | 2022 | 2021 | ||||||||||
Operating activities |
||||||||||||
Profit (loss) for the year |
[3.12] | (19,273 | ) | (2,539 | ) | |||||||
Income tax (benefit)/expense |
[3.29] | 6,526 | 3,529 | |||||||||
Net financial (income)/expense |
[3.28] | 10,809 | 13,979 | |||||||||
Amortisation, depreciation and impairment losses |
[3.25] | 50,649 | 32,726 | |||||||||
Accruals/(Release) to provisions |
[3.26] | 1,842 | 3,204 | |||||||||
Net (gains)/loss on disposals |
[3.20] [3.26] | (629 | ) | (550 | ) | |||||||
FX on contingent consideration |
[3.28] | 1,031 | 1,384 | |||||||||
Cash flows from operating activities before changes in working capital |
50,955 | 51,734 | ||||||||||
Change in inventories |
[3.7] | 693 | (3,255 | ) | ||||||||
Change in trade receivables |
[3.8] | (3,270 | ) | (3,502 | ) | |||||||
Change in trade payables |
[3.17] | 4,220 | 3,402 | |||||||||
Change in other assets/liabilities |
[3.10] [3.16] [3.19] | 316 | 523 | |||||||||
Change in non-current assets |
[3.6] | (156 | ) | 358 | ||||||||
Income taxes paid |
(2,019 | ) | (846 | ) | ||||||||
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Cash flows from operating activities A) |
50,739 | 48,414 | ||||||||||
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Investing activities |
||||||||||||
Acquisitions of property, plant and equipment |
[3.3] | (25,234 | ) | (21,983 | ) | |||||||
Disposal of property, plant and equipment |
[3.3] | 1,418 | 2,108 | |||||||||
Acquisitions of intangible assets |
[3.1] | (12,229 | ) | (14,229 | ) | |||||||
Disposal of intangible assets |
[3.1] | 955 | 47 | |||||||||
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Cash flows used in investing activities B) |
(35,090 | ) | (34,056 | ) | ||||||||
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Financing activities |
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Third party funds |
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Net change in current financial liabilities |
[3.15] | 8,916 | 805 | |||||||||
Gross change in non-current financial liabilities |
[3.15] | (0 | ) | (572 | ) | |||||||
Decrease in lease liabilities |
[3.15] | (4,401 | ) | (3,384 | ) | |||||||
Net interest income |
[3.28] | 163 | 154 | |||||||||
Net interest paid |
[3.28] | (15,911 | ) | (16,131 | ) | |||||||
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Cash flows from (used in) in financing activities C) |
(11,231 | ) | (19,127 | ) | ||||||||
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Increase (decrease) in liquid funds (A ± B ± C) |
4,417 | (4,770 | ) | |||||||||
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Opening cash and cash equivalent |
21,503 | 26,273 | ||||||||||
Closing cash and cash equivalent |
25,920 | 21,503 | ||||||||||
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Increase (decrease) in cash and cash equivalents |
4,417 | (4,770 | ) | |||||||||
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10
Notes to the consolidated financial statements as at 31 December 2022
[2.1] General information
The Limacorporate Group (the group) designs, creates and sells joint implants and repair solutions in the medical sector.
The parent, Limacorporate S.p.A. (Limacorporate or the parent), was set up and is domiciled in Italy. Its registered office is at Via Nazionale 52, San Daniele del Friuli (Udine) and its company registration number is 173824.
The group carries out most of its business at its registered office while some activities are also performed by the subsidiaries.
The consolidated financial statements as at and for the year ended 31 December 2022 include the financial statements of the parent and the subsidiaries (together the group).
These consolidated financial statements as at 31 December 2022 were approved by the parents board of directors at its meeting on 3 October 2023.
The parent is managed and coordinated by Emil Holding II S.à.r.l., whose details are provided below:
| Registered office: 26A, Boulevard Royal, L-2449 Luxembourg. |
| Legal form: limited liability company. |
| Description of its business activities and main operations: holding company |
| Ultimate parents name: Emil NewCo S.à.r.l. |
| Name of the ultimate indirect parent: EQT Luxembourg Management S.à r.l. |
[2.2] Basis of presentation
The consolidated financial statements as at 31 December 2022 is prepared in accordance with the IFRS issued by International Accounting Standards Board (IASB) applying IFRS 1 First-time Adoption of International Financial Reporting Standards.
Following the adoption of the IFRS issued by IASB, the Groups equity and profit for the year previously determined under the IFRS endorsed by the European Union, were corrected due to a correction of error related to the payback mechanism accounted in compliance with IFRS 15, retrospectively, as reduction of revenue (variable consideration). The note [4.1] Transition to IFRS issued by IASB describes the corrected error and transition criteria and includes the reconciliation schedules of the Groups equity and profit for the year for the comparative periods.
These consolidated financial statements as at 31 December 2022 comprise the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and these notes. They comply with the provisions of IAS 1 Presentation of financial statements and the general principle of historical cost, except for those items that, pursuant to the IFRS, are measured at fair value, as explained in the accounting policies of the individual captions in note 2.4 Basis of preparation. The statement of financial position has been prepared by separating assets and liabilities into current and non-current, whereas costs are classified in the income statements on the basis of their nature. The statement of cash flows has been prepared using the indirect method.
The notes to the consolidated financial statements as at 31 December 2022 include the information generally required by ruling legislation and the IFRS, suitably presented with reference to the financial statements schedules used.
The consolidated financial statements as at 31 December 2022 have been prepared on a going concern basis, as the related assumptions are deemed to be met.
All figures are in thousands of Euros, unless indicated otherwise. The Euro is the parents functional and presentation currency. For each financial statements caption, the corresponding amount of the previous year is provided for comparative purposes.
11
The consolidated financial statements of Limacorporate Group as at 31 December 2022 has been prepared for its inclusion in the offering memorandum drawn up by Enovis Corporation as part of its potential issue of notes.
[2.3] Consolidation scope
The consolidated financial statements of the Limacorporate Group as at 31 December 2022 include the financial statements of the parent and the Italian and foreign subsidiaries at 31 December 2022.
Subsidiaries are those companies over which the group has control, as defined by IFRS 10 Consolidated financial statements as at 31 December 2022. Control exists when the group has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements as at 31 December 2022 starting from when control is assumed and until such control ceases to exist.
The table below lists the companies included in the consolidation scope at 31 December 2022.
Subsidiaries are included in the consolidation scope from when the group acquires control, as defined above, and are excluded from when the group no longer has control.
Amounts in thousands (of the stated currency)
Registered office |
Currency | Share/quota capital |
Equity | Profit (Loss) for the year |
% | |||||||||||||||
LIMA AUSTRIA GmbH |
Seestadtstrasse 27 Top 6-7, 1220 Vienna (Austria) | (EUR) | 35 | 1,278 | 172 | 100 | % | |||||||||||||
LIMA BELGIUM SRL |
Chaussée de Wavre 504, boîte 5A - 1390 Grez Doiceau (Belgium) | (EUR) | 30 | -1,250 | 289 | 100 | % | |||||||||||||
LIMA CZ s.r.o. |
Do Zahràdek I., 157/5 - 155 21 Praha 5 - Třebonice - (Czech Republic) | (CZK) | 200 | 116,390 | 16,178 | 100 | % | |||||||||||||
LIMA DENMARK ApS |
Lyngebaekgards Alle 2, 2990 Niva (Denmark) | (DKK) | 500 | 427 | 142 | 100 | % | |||||||||||||
LIMA DEUTSCHLAND GmbH |
Kapstadtring 10, - 22297 Hamburg - (Germany) | (EUR) | 25 | 5,291 | 1,674 | 100 | % | |||||||||||||
LIMA DO BRASIL LTDA |
Al. Campinas, 728 2° andar salas 201, 202, 203 e 204.- Jardim Paulista - Sao Paulo - SP - CEP:01404- 001 (Brazil) | (BRL) | 1,500 | -10,475 | 7,754 | 100 | % | |||||||||||||
LIMA FRANCE Sas |
1, Allée des Alisiers - Immeuble Le Galilée - 69500 Bron - (France) | (EUR) | 40 | 440 | 161 | 100 | % | |||||||||||||
LIMA IMPLANTES PORTUGAL S.U. LDA |
Rua Pêro Vaz de Caminha 8 E 2660-441 Stº António Cavaleiros - (Portugal) | (EUR) | 5 | 2,357 | 125 | 100 | % | |||||||||||||
LIMA IMPLANTES Slu |
C/ Manuel Tovar, 33-35 28034 Madrid - (Spain) | (EUR) | 200 | 1,089 | 29 | 100 | % | |||||||||||||
LIMA JAPAN K.K. |
Tokyo Front Terrace 13F 2-3-14 Higashi Shinagawa, Shinagawa, Tokyo, 140-0002 , (Japan) | (JPY) | 10,000 | -984,102 | -34,681 | 100 | % | |||||||||||||
LIMA KOREA Co., Ltd |
Zero Building 11th Floor, 14 Teheran Ro 84 Gil, Gangnam Gu, Seoul 06178 - (Korea) | (KRW) | 100,000 | -1,932,158 | 299,988 | 100 | % | |||||||||||||
LIMA NETHERLANDS B.V. |
Bergweg 153A, 3707AC Zeist - (Netherlands) | (EUR) | 18 | 1,007 | 232 | 100 | % | |||||||||||||
LIMA O.I. d.o.o. - ORTOPEDIJA I IMPLANTATI |
Ante Kovačića, 3 - 10000 Zagreb - (Croatia) | (HRK) | 300 | 32,024 | 1,586 | 100 | % | |||||||||||||
LIMA ORTHOPAEDICS AUSTRALIA Pty Ltd |
Unit 1, 40 Ricketts Road - Mt Waverley, 3149 Victoria - (Australia) | (AUD) | 0 | 21,875 | 405 | 100 | % | |||||||||||||
LIMA ORTHOPAEDICS NEW ZEALAND Pty Ltd |
20 Crummer Rd Grey Lynn 1021 Auckland 1021 - New Zealand | (NZD) | 0 | 10,014 | 195 | 100 | % | |||||||||||||
LIMA ORTHOPAEDICS SOUTH AFRICA (PTY) LTD |
Northlands Deco Park, Stand 326, 10 Newmarket Street, Design Boulevard, Northriding, 2186 (South Africa) | (ZAR) | 0 | -11,459 | -92 | 100 | % | |||||||||||||
LIMA ORTHOPAEDICS UK Ltd |
4 Office Village Forder Way Cygnet Park Hampton Peterborough Peterborough PE7 8GX (United Kingdom) | (GBP) | 0 | 6,932 | 947 | 100 | % | |||||||||||||
LIMA POLSKA SP. z.o.o. |
ul. Ul Lopuszanska 95 - 02-457 Warsaw (Poland) | (PLN) | 5 | 472 | 1,126 | 100 | % | |||||||||||||
LIMA SK S.r.o. |
Cesta na Stadiòn 7 - 97404 Banska Banska Bystrica - (Slovakia) | (EUR) | 7 | 6,371 | 313 | 100 | % | |||||||||||||
LIMA SWEDEN AB |
Box 180 - SE-184 22 Akersberga - (Sweden) | (SEK) | 100 | 1,678 | 666 | 100 | % | |||||||||||||
LIMA SWITZERLAND SA |
Birkenstrasse, 49 - 6343 Rotkreuz - Zug - (Switzerland) | (CHF) | 100 | 2,084 | 328 | 100 | % | |||||||||||||
TASFIYE HALINDE LIMA TURKEY ORTOPEDI AS |
Serifali Mah. Hendem Cad.No: 54 Canan Residence OFIS A-2,34775 - UMRANIYE - Istanbul - (Turkiye) | (TRY) | 50 | -13,713 | -11,252 | 100 | % | |||||||||||||
LIMA USA Inc. |
2001 NE Green Oaks Blvd, Suite 100 - Arlington, TX 76006 - (United States) | (USD) | 20 | 79,420 | -1,368 | 100 | % | |||||||||||||
LIMA SM S.p.A. in liquidazione |
Strada Borrana, 38 - Serravalle 47899 - (Repubblica di San Marino) | (EUR) | 2,701 | 4,051 | -1,174 | 100 | % | |||||||||||||
TechMah Medical LLC |
2099 Thunderhead Road, Suite 302 - Knoxville, TN 37922 - (United States) | (USD) | 29,084 | 961 | -8,268 | 100 | % | |||||||||||||
LIMA (BEIJING) MEDICAL DEVICES CO., LTD. |
Room 616, 6/F, Building 1, No.1, Lize Zhong 2 Road, Chaoyang District, Beijing, China | (CNY) | 3,014 | -3,784 | -2,761 | 100 | % | |||||||||||||
LIMA ORTHOPAEDICS CANADA INC. |
3715 Laird Road Suite Unit 9, Mississauga, ON, Canada | (CAD) | 200 | 221 | 28 | 100 | % |
12
Lima Orthopaedics Canada Inc. incorporated under Canadian law in October 2021 was included in the consolidation scope in 2022. It began operations in the first half of 2022 and was not consolidated in 2021 as it was not yet up and running and was immaterial.
For consolidation purposes, the figures of the individual companies at the reporting date were restated to comply with the IFRS adopted by the group. The reporting date of all of the consolidated companies is 31 December.
The basis of consolidation is set out below:
| Adopting the line-by-line method, showing the portions of equity and profit or loss for the year attributable to non-controlling interests and recognising assets, liabilities, revenue and costs regardless of the percentage held in the subsidiaries. |
| Eliminating items deriving from intragroup transactions involving consolidated companies, including any unrealised gains and losses arising from intragroup transactions and recognising the resulting deferred tax effects. |
| Eliminating intragroup dividends and reallocating them to opening equity reserves. |
| Eliminating the carrying amount of investments in consolidated companies and the relevant portion of equity, allocating the resulting positive and negative differences to the relevant captions (assets, liabilities and equity), as defined at the time of acquisition of the investment and considering any subsequent variations. After control is acquired, any acquisitions of non-controlling interests or sales of shares to non-controlling interests that do not entail loss of control are recognised as owner transactions and the relevant effects are taken directly to equity. Any differences between the change in equity attributable to non-controlling interests and cash and cash equivalents exchanged are recognised under changes in equity attributable to the owners of the parent. |
| The financial statements of foreign operations are translated into Euros using the annual average rate for income statement items and the closing rate for statement of financial position items. The difference between the two rates along with the translation differences deriving from changes in opening and closing exchange rates are recognised as changes in equity. |
The following rates were applied in translating the financial statements of foreign operations:
Currency |
Average Rate | Closing Rate | ||||||
AUD - Australian Dollar |
1.51670 | 1.56930 | ||||||
BRL - Brazilian Real |
5.43990 | 5.63860 | ||||||
CAD - Canadian Dollar |
1.36950 | 1.44400 | ||||||
CHF - Swiss Franc |
1.00470 | 0.98470 | ||||||
CZK - Czech Koruna |
7.07880 | 7.35820 | ||||||
CNY - Yuan Renminbi |
24.56590 | 24.11600 | ||||||
DKK - Danish Krone |
7.43960 | 7.43650 | ||||||
GBP - Pound Sterling |
0.85276 | 0.88693 | ||||||
HRK - Croatian Kuna |
7.53490 | 7.53650 | ||||||
JPY - Japanese Yen |
138.0274 | 140.66 | ||||||
KRW - South Korean Won |
1,358.07 | 1,344.09 | ||||||
NZD - New Zealand Dollar |
1.65820 | 1.67980 | ||||||
PLN - Polish Zloty |
4.68610 | 4.6808 | ||||||
SEK - Swedish Krona |
10.62960 | 11.12180 | ||||||
TRY - Turkish Lira |
17.40880 | 19.96490 | ||||||
USD - US Dollar |
1.05300 | 1.06660 | ||||||
ZAR - South African Rand |
17.20860 | 18.0986 |
[2.4] Basis of preparation
13
[2.4.1] Business combinations and goodwill
Business combinations are recognised using the acquisition method under IFRS 3. To this end, the identifiable assets acquired and the liabilities assumed are recognised at their respective acquisition-date fair value. The consideration transferred in a business combination is the aggregate of the fair value, at the date of exchange, of assets acquired, liabilities assumed and equity instruments issued by the acquirer, in exchange for control of the acquiree.
Goodwill is the positive difference between the consideration transferred, increased by both the fair value at the acquisition date of any non-controlling interests already held in the acquiree and the amount of non-controlling interests held in the acquiree by third parties (measured at fair value or based on the present value of the acquirees identifiable net assets), and the fair value of such assets and liabilities.
At the acquisition date, goodwill is allocated to each of the largely independent cash-generating units that are expected to benefit from the synergies of the business combination.
If the difference between the consideration transferred (increased by the above components) and the fair value of the net assets acquired is negative, this is recognised as a gain from a bargain purchase in the income statement in the year of acquisition.
Any goodwill related to non-controlling interests is included in the carrying amount of the relevant equity investments.
After initial recognition, goodwill is not amortised and is recognised net of any cumulative impairment losses, calculated using the methods set out in section [2.4.6] Impairment losses.
As set out in section [3.2] Goodwill of this report, the market multiples method is used to determine the fair value of goodwill, using listed comparable companies (these multiples are compared with the implicit multiple calculated using the groups actual figures), except for CGU TechMah for which the value in use is defined using estimated future cashflows by applying a discount rate.
IFRS 3 is not applied retrospectively to business combinations that took place prior to 1 January 2018, i.e., the date of the parents transition to the IFRS. Accordingly, the amount of goodwill determined under the previous reporting standards, i.e., the carrying amount at such date, is maintained for such business combinations, subject to the recognition of any impairment losses.
[2.4.2] Intangible assets
An intangible asset is an identifiable asset without physical substance, controlled by the group and that generates future economic benefits, in addition to goodwill when acquired against consideration.
Identifiability is defined with reference to the possibility of distinguishing the intangible asset acquired from goodwill. An intangible asset is identifiable when it: (i) arises from a legal or contractual right or (ii) is separable, i.e., can be sold, transferred, licensed, rented, or exchanged, either individually or together with a related contract. An entity controls an asset if it has the power to obtain the future economic benefits flowing from the underlying resource and to restrict the access of others to such benefits.
Intangible assets are stated at cost, which is determined in the same manner as for property, plant and equipment.
Intangible assets with finite useful lives are amortised over their estimated useful lives starting from when they are available for use.
14
The amortisation rates adopted in 2022 are shown in the following table by asset category:
2022 | ||||
Development expenditure |
5 - 10 years | |||
Industrial patents and intellectual property rights |
10 - 20 years | |||
Concessions, licences, trademarks and similar rights |
3 - 4 - 5 years | |||
Other |
Contract term / maximum 6 years |
Development expenditure
Development expenditure is expensed when incurred.
Development expenditure incurred for a specific project is only capitalised when the group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use and for sale, its intention to complete such asset and use or sell it, how the intangible asset will generate probable future economic benefits, the availability of adequate technical, financial and other resources to complete the development and its ability to measure reliably the expenditure attributable to the intangible asset during its development.
Subsequent to initial recognition, development expenditure is measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation of the asset starts from when the development phase has been completed and the asset is available for use. The asset is amortised over the period for which the underlying project is expected to generate revenue for the group.
Industrial patents and intellectual property rights
Industrial patents and intellectual property rights refer to costs for patents owned by Limacorporate S.p.A..
Concessions, licences, trademarks and similar rights
This caption refers to costs to file and register trademarks and costs incurred to acquire commercial licences. The acquisition costs are amortised over a period equal to the useful life of the acquired right.
Other intangible assets
This caption refers to leasehold improvements. The capitalised costs are amortised on the basis of the residual term of the relevant lease contract.
[2.4.3] Property, plant and equipment
Property, plant and equipment are recognised at acquisition or production cost including directly attributable costs incurred to ready the asset for its intended use. Such cost includes costs to replace parts of equipment and plant when they are incurred if they meet the recognition requirements.
Assets acquired under business combinations before 1 January 2018 (the date of the parents transition to the IFRS) are recognised at their pre-existing carrying amount, determined within such business combinations in accordance with the previous reporting standards, i.e., at deemed cost.
The carrying amount (cost less accumulated depreciation and cumulative impairment losses) of the replaced parts of equipment and plant is taken to profit or loss at the time of replacement.
Maintenance and repair costs, which do not add to the value of the assets and/or prolong their residual useful lives, are expensed when incurred. Otherwise they are capitalised.
Property, plant and equipment are stated net of any accumulated depreciation and any cumulative impairment losses determined using the methods set out below. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset for the group.
15
The depreciation rates used are shown in the following table by asset category:
2022 | ||||
Buildings |
3% | |||
Light constructions |
10% | |||
General and specific plant |
10% - 15.5% | |||
Machinery |
15.5% | |||
Sundry and small equipment |
25% | |||
Production equipment |
10% | |||
Office furniture and machines |
12% | |||
Electronic office machines |
20% | |||
Transport vehicles |
20% | |||
Cars |
25% | |||
Right-of-use assets |
Lease term |
The residual value of the assets, the useful life and the depreciation method applied are reviewed at each year end and adjusted prospectively if necessary.
If significant parts of an item of property, plant and equipment have different useful lives, such parts are recognised separately. Land, free of construction or annexed to buildings, is recognised separately and is not depreciated since it has an unlimited useful life.
The carrying amount of an item of property, plant and equipment and every significant part initially recognised is eliminated on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of the item (calculated as the difference between the carrying amount of the asset and the net disposal proceeds) is included in profit or loss when the item is derecognised.
[2.4.4] Leases
IFRS 16 defines the recognition, measurement, presentation and disclosure requirements for leases. Under IFRS 16, lessees are required to recognise all leases using a single accounting model similar to that used to recognise finance leases under IAS 17.
If a contract contains a lease, at the commencement date, the lessee shall recognise an asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. The lessee shall recognise interest on the lease liability and depreciation of the right-of-use asset separately. At inception of a contract, the entity shall assess whether the contract is, or contains, a lease. The contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. An entity shall determine the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.
[2.4.5] Equity investments
Investments in associates and joint ventures are measured using the equity method, recognising the groups share of the profits or losses for the year in the income statement, with the exception of the effects related to other changes in the equity of the investee, other than owner transactions, that are directly recognised in other comprehensive income.
In the event of losses exceeding the carrying amount of the equity investment, the excess is recognised in a specific provision to the extent the parent is obliged to fulfil legal or constructive obligations to the investee or to cover its losses.
Investments in other companies are measured at fair value and the fair value gains and losses are taken to equity. If fair value cannot be reliably determined, they are measured at cost, adjusted for any impairment losses.
16
[2.4.6] Impairment losses
At the reporting date, the carrying amount of property, plant and equipment, intangible assets, financial assets and equity investments is tested for indicators of impairment. Should such indicators exist, the group estimates the recoverable amount of the asset to check the recoverability of the carrying amount and determine any impairment loss to be recognised. Intangible assets with indefinite useful lives or not yet available for use are tested for impairment at least annually, irrespective of whether any indication of impairment exists, or more frequently if an indication of impairment exists.
In order to identify impairment losses, assets are grouped into the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets (the cash-generating unit, CGU). Reference should be made to section [3.2] Goodwill for details of the groups CGU. The goodwill generated by business combinations is allocated to the CGU that is expected to benefit from the combinations synergies. The recoverable amount of an asset or a CGU is the higher of its value in use and its fair value less costs to sell.
Multiples are compared with the implicit multiple calculated using the groups actual figures. When the carrying amount of an asset or a CGU exceeds its recoverable amount, the group recognises an impairment loss in profit or loss. Impairment losses on the CGU are allocated first to reduce the carrying amount of any goodwill allocated to it and then to the other assets of the CGU pro rata on the basis of their carrying amounts. Impairment losses on goodwill cannot be reversed. Impairment losses on other assets are reversed to the carrying amount that would have been determined (net of amortisation and depreciation) had no impairment losses been recognised in prior years.
The market multiples method is used to determine the value in use using listed comparable companies for the groups CGU except for TechMah CGU where the value in use of the CGU Techmah is defined using estimated future cashflows by applying a discount rate (weighted average cost of capital).
[2.4.7] Financial instruments
The financial instruments held by the group are described below.
Financial assets
Financial assets include equity investments, current securities, loans and borrowings, as well as derivatives with a positive fair value, trade receivables and other assets, in addition to cash and cash equivalents.
Specifically, cash and cash equivalents include cash, bank deposits and highly marketable securities that are readily convertible to cash and are subject to an immaterial risk of changes in value.
Current securities include short-term or marketable securities which represent temporary investments of available funds and do not meet the requirements to be classified as cash and cash equivalents. Financial assets represented by debt instruments are classified in the consolidated financial statements as at 31 December 2022 and measured using the business model adopted by the group for managing financial assets and based on the cash flows related to each financial asset. Financial assets also include equity investments not held for trading. Such assets are strategic investments and the group has opted to recognise fair value gains or losses thereon through profit or loss (fair value through profit or loss, FVTPL).
Financial assets are tested for impairment using a model based on expected credit losses.
Financial liabilities
Financial liabilities include loans and borrowings, as well as derivatives with a negative fair value, trade payables and other liabilities.
Financial liabilities are classified and measured at amortised cost, with the exception of those initially measured at fair value, e.g., financial liabilities related to earn-out considerations for business combinations and derivatives and financial liabilities for options on non-controlling interests.
17
Derecognition of financial assets and liabilities
A financial asset or liability (or, where applicable, part of a financial asset/liability or part of a group of similar financial assets/liabilities) is derecognised when the group unconditionally transfers the contractual rights to receive the cash flows of the financial asset or the obligation to make payments or fulfil other obligations related to the liability.
[2.4.8] Inventories
Raw materials and packaging are measured at the lower of purchase cost and estimated replacement value based on market trends. The cost is calculated using the weighted average cost for the year.
Semi-finished products and finished goods are measured at purchase or production cost, considering their stage of completion, or their realisable value based on market trends, if lower. The production cost includes the reasonably attributable portion of direct and indirect manufacturing costs.
The resulting amount is written down through the allowance for inventory write-down to account for items whose expected realisable value is lower than their cost.
[2.4.9] Trade receivables and other assets and trade payables and other liabilities
Trade receivables and other assets that derive from the supply of credit facilities, goods or services to third parties are classified under current assets, except when they are due after one year of the reporting date with reference to loans and receivables. If they have a set due date, current and non-current loan assets, other current and non-current assets and trade receivables, with the exception of derivatives, are measured at amortised cost calculated using the effective interest method. If they do not have a set due date, financial assets are measured at cost. Loans and receivables due after one year that are non-interest bearing or accruing interest lower than market rates are discounted using market rates.
The above financial assets are measured using the expected credit loss impairment model introduced by IFRS 9.
Trade payables and other liabilities that arise from the acquisition of credit facilities, goods or services from a third party supplier are classified under current liabilities, except when they are due after one year of the reporting date with reference to loans and borrowings.
On initial recognition, current and non-current loans and borrowings, other current and non-current liabilities and trade payables are stated at fair value, which normally coincides with the transaction price including transaction costs. Subsequently, all financial liabilities are measured at amortised cost calculated using the effective interest method.
[2.4.10] Employee benefits
The liability related to short-term employee benefits paid during the employment relationship is recognised on an accruals basis at the amount accrued at the reporting date.
The liability related to employee benefits paid upon or after termination of the employment relationship via defined benefit plans, is recognised at the amount accrued at the reporting date.
The liability related to employee benefits paid upon or after termination of the employment relationship via defined benefit plans, net of any plan assets and advances granted, is calculated using actuarial assumptions and recognised on an accruals basis in line with the service needed to obtain the benefits. Such liability is calculated by independent actuaries. The gain or loss deriving from the actuarial calculation is fully recognised in the statement of comprehensive income for the relevant year.
Defined benefit plan liabilities are measured using the actuarial assumptions set out in section [3.14] Employee benefits of the notes to the consolidated financial statements as at 31 December 2022.
18
[2.4.11] Provisions for risks and charges
The provisions for risks and charges are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation or transfer it to third parties at the reporting date. Where the effect of the discounting is material, the provisions are calculated by discounting the estimated future cash flows at a rate that reflects current market assessments of the time value of money. When discounting is used, the carrying amount of the provision increases to reflect the passage of time and this increase is recognised as borrowing cost.
[2.4.12] Share-based payments
The grant-date fair value of equity-settled share-based payment arrangements agreed with employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions. With regard to non-vesting conditions, any differences between expected and actual outcomes do not have an impact on the consolidated financial statements as at 31 December 2022.
The fair value of the amount payable to employees in respect of cash-settled share-based payments is recognised as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at the settlement date based on the fair value of the share-based payments. Any fair value gains or losses are recognised in profit or loss.
The parent has had agreements with some managers for the award of options and/or shares for several years (see section [4.8] Incentive plans).
[2.4.13] Revenue and expense
Based on the five-step model introduced by IFRS 15, the group recognises revenue after identifying the contract(s) with a customer and the performance obligations in the contract (transfer of goods and/or services), determining the transaction price to which it expects to be entitled in exchange for fulfilling performance obligations (at a point in time or over time). Revenue is measured on the basis of the transaction price excluding amounts collected on behalf of third parties. Based on the groups internal analysis of contracts with customers, the group has not identified any performance obligations that are satisfied over time and, therefore, the group recognises revenue upon the transfer of control of the promised goods or services to the customer. Revenue is measured to the extent that it is probable that the economic benefits will flow to the group and the amount can be measured reliably.
Revenue is adjusted for any discounts and volume rebates allowed by the group in contracts with customers and for the payback (variable considerations) see [3.20] Revenue and other revenue and income and [3.13] Provisions for risks and charges for payback system.
Expense is recognised when the goods and services are sold or consumed during the year or by systematic allocation, or when it is not possible to identify their future use.
Expense items are classified by nature in accordance with the applicable IFRS.
[2.4.14] Government grants
Grants related to income are taken to profit or loss in the year in which the relevant expense is recognised.
19
Grants related to assets received for projects and development activities are recognised under liabilities and subsequently recognised under operating revenue in line with the amortisation and depreciation of the relevant assets.
Grants due for investments in research and development are recognised in line with the progress of the research, calculated on the basis of the progress reports issued to the relevant bodies and the stage of completion reported by those in charge of the research, if all requirements for their disbursement are met.
[2.4.15] Financial income and expense
Financial income and expense are recognised on an accruals basis on the basis of interest accrued on the net amount of the relevant financial assets and liabilities, using the effective interest method.
[2.4.16] Dividends
Dividends are recognised when the shareholders right to receive payment is established.
[2.4.17] Income taxes
Income taxes recognised in profit or loss are the sum of current and deferred taxes.
Income taxes for the year are determined on the basis of ruling legislation. They are recognised in profit or loss, except for those related to items recognised directly in equity, for which the tax effect is accounted for directly in equity.
Income tax liabilities are recognised under current tax liabilities, net of advances paid. Any tax credits are recognised under current tax assets.
Deferred tax assets and liabilities are calculated on the temporary differences between the carrying amounts of assets and liabilities (resulting from the application of the accounting policies set out in note [2.4] Basis of preparation) and their tax bases (deriving from the application of the tax legislation ruling in the country of the subsidiaries). Current and deferred tax assets and liabilities are offset when the group has the legally enforceable right to offset.
Deferred taxes are calculated using the tax rates expected to be enacted in the years in which the temporary differences will be recovered or settled. Deferred tax assets and liabilities are not discounted.
Deferred tax assets are recognised on temporary differences and to the extent that it is probable the group will have future taxable profits that will allow their recovery.
[2.4.18] Fair value
IFRS 13 is a common framework for fair value measurement and relevant disclosure when this measurement is required or allowed by other IFRS. Specifically, the standard sets out the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
IFRS 13 establishes a hierarchy that categorises the inputs used in the valuation techniques adopted to measure fair value into different levels, as follows:
| level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date; |
| level 2: inputs other than quoted prices included in level 1 that are observable for the assets or liabilities, either directly or indirectly; |
| level 3: unobservable inputs for the assets or liabilities. |
20
In some cases, the inputs used to measure the fair value of an asset or a liability might be categorised within different levels of the fair value hierarchy. In those cases, the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The group recognises transfers among the different levels of the fair value hierarchy at the end of the year in which the transfer took place.
Reference should be made to the notes to the individual financial statements items for the definition of the fair value hierarchy level used to classify the individual instruments measured at fair value or whose fair value is disclosed.
The fair value of derivatives is calculated by discounting estimated cash flows using the market interest rates at the reporting date and the credit default swaps issued by the counterparty and group companies, to include the non-performance risk explicitly provided for under IFRS 13.
Where market prices are not available, the fair value of non-derivative medium/long-term financial instruments is calculated by discounting estimated cash flows using the market interest rates at the reporting date and considering counterparty risk for financial assets and credit risk for financial liabilities.
[2.4.19] Use of estimates
In preparing the consolidated financial statements as at 31 December 2022, the directors were required to apply accounting policies that are, at times, based on judgements or past experience or assumptions deemed reasonable and realistic at the time, depending on the relevant circumstances. The application of such estimates and assumptions impacts the carrying amounts recognised in the statement of financial position, income statement, statement of comprehensive income and statement of cash flows, in addition to the disclosure provided. The end results of the assessments in which such estimates and assumptions were used may differ from those recognised in the consolidated financial statements as at 31 December 2022 due to the inherent uncertainty of the assumptions and the conditions underlying the estimates.
Actual results may differ from those estimated. Estimates and assumptions are reviewed on an ongoing basis. The effect of a change in accounting estimates is recognised in profit or loss in the period of the change, if the change affects that period only, or the period of the change and future periods, if the change affects both.
Estimates mainly refer to the following captions:
| Impairment losses on non-current assets and goodwill; |
| loss allowance; |
| allowance for inventory write-down; |
| recoverability of deferred tax assets; |
| estimate of the provisions for risks and contingent liabilities; |
| financial liabilities; |
| employee incentive plans. |
Impairment losses on non-current assets and goodwill
Non-current assets include property, plant and equipment, intangible assets including goodwill and other financial assets.
Management periodically revises the carrying amount of non-current assets held and used and assets held for sale when events and circumstances require such revision. This is performed using the estimates of cash flows the group expects to derive from using or selling the asset and suitable discount rates for calculating the present value.
When the carrying amount of a non-current asset has been impaired, the group recognises an impairment loss equal to the excess between the carrying amount and the amount to be recovered through use or sale of the asset, determined using the parents or groups most recent plans. Reference should be made to note [2.4.6] Impairment losses.
21
Loss allowance
The loss allowance is managements best estimate of the potential credit losses on trade receivables from end customers. Reference should be made to note [2.4.8] Trade receivables and other assets and trade payables and other liabilities for a description of the criteria used in estimating the allowance.
Allowance for inventory write-down
Inventories of slow-moving raw materials and finished goods are periodically analysed on the basis of historical data and the possibility of selling them at prices lower than normal market transactions. If, as a result, the carrying amount of inventories needs to be written down, the group recognises a specific allowance for inventory write-down.
Recoverability of deferred tax assets
The group pays taxes in numerous countries and some estimates are required to calculate the taxes in each jurisdiction. It recognises deferred tax assets to the extent that it is probable that future taxable profits will be available and over a period of time compatible with the time horizon implicit in the management estimates.
Estimate of the provisions for risks and contingent liabilities
The group could be subject to legal and tax disputes regarding a vast range of issues that are subject to the jurisdiction of various countries. Disputes and litigation against the group are subject to a different degree of uncertainty, including the facts and circumstances inherent to each dispute, the jurisdiction and different applicable laws. In the ordinary course of business, management consults its legal consultants and legal and tax experts. The group recognises a liability for such disputes when it is deemed probable that they will result in an outflow of resources and when the amount of the resulting losses can be reasonably estimated. If an outflow of resources is possible but the amount cannot be determined, such fact is disclosed in the notes to the consolidated financial statements as at 31 December 2022.
Employee incentive plans and financial liabilities
Reference is made to section [4.8] Incentive plans for a description of the calculation of the fair value of share-based payments as part of group management incentive plans. Section [3.15] Current and non-current financial liabilities provides details of the calculation of fair value of the groups financial liabilities.
[2.4.20] Translation of foreign currency items
The financial statements of each consolidated company are prepared using the functional currency related to the economy where each company operates. Transactions in currencies other than the functional currency are recognised at the exchange rate at the date of the transaction. Foreign currency monetary assets and liabilities are subsequently translated at the closing rate and any exchange differences are taken to profit or loss. Foreign currency non-monetary assets and liabilities recognised at historical cost are translated using the exchange rate at the date of the transaction.
For consolidation purposes, the foreign currency reporting packages of consolidated companies are translated using the closing rates for asset and liability captions, including goodwill and consolidation adjustments, and the average rate for the year (if similar to the respective transaction-date rates) or the period under consolidation, if lower, for income statement captions. The relevant exchange differences are taken directly to the statement of comprehensive income and reclassified to profit or loss when control over the investee is lost and, thus, it is deconsolidated.
[2.4.21] Operating segments
An operating segment is a component of an entity:
| that engages in business activities from which it may earn revenue and incur expenses (including revenue and expenses relating to transactions with other components of the same entity); |
| whose operating results are regularly reviewed by the entitys chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and |
| for which discrete financial information is available. |
22
Note [4.2] Operating segments provides information about the single operating segment identified.
[2.4.22] New standards and interpretations, revisions and amendments to existing standards
As required by IAS 8 Accounting policies, changes in accounting estimates and errors, below are the new standards and interpretations, in addition to amendments to existing and applicable standards and interpretations, applicable starting from 1 January 2022 and not yet in effect at the reporting date.
[2.4.22.1] New standards and interpretations applicable from 1 January 2022
The amendments to the IFRS adopted during the year included:
On 14 May 2020, the IASB published the following amendments:
| Amendments to IFRS 3 Business combinations: which update the reference in IFRS 3 to the revised conceptual framework without significantly changing its requirements. |
| Amendments to IAS 16 Property, plant and equipment: which prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced during the testing of such item. An entity recognises the proceeds from selling such items, and the cost of producing those items, in profit or loss. |
| Amendments to IAS 37 Provisions, contingent liabilities and contingent assets: which specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract (e.g., direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts (e.g., the allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). |
| Annual Improvements 2018-2020: which amend IFRS 1 First-time adoption of International Financial Reporting Standards, IFRS 9 Financial instruments, IAS 41 Agriculture and the illustrative examples of IFRS 16 Leases. |
All of the amendments are effective for annual periods beginning on or after 1 January 2022.
The adoption of the other standards and interpretations detailed above has not had a material impact on the measurement of the groups asset, liabilities, costs and revenue.
[2.4.22.2] Standards, amendments and interpretations not yet mandatory and not adopted early at 31 December 2022
On 18 May 2017, the IASB published IFRS 17 Insurance contracts which will replace IFRS 4 Insurance contracts.
The objective of the new standard is to ensure that an entity provides relevant information that faithfully represents the rights and obligations deriving from insurance contracts issued. The IASB developed the standard to eliminate inconsistencies and deficiencies in existing accounting standards, providing a single principle-based framework covering all types of insurance contracts, including reinsurance contracts held by an insurance company.
The new standard also sets out presentation and disclosure requirements to improve the comparability between entities operating in the insurance industry.
Under IFRS 17, an entity measures an insurance contract using a general accounting model or a simplified version called the premium allocation approach.
The main features of the general model are:
| estimates and assumptions of future cash flows are always current; |
| measurement reflects the time value of money; |
23
| estimates make maximum use of observable market data; |
| there is a current and explicit measurement of risk; |
| expected profit is deferred and aggregated in groups of insurance contracts at initial recognition; and |
| expected profit is recognised over the coverage period after adjustments from changes in the cash flows assumptions related to each group of contracts. |
Under the premium allocation approach, an entity measures the liability for the remaining coverage of a group of insurance contracts on the condition that, at initial recognition, the entity reasonably expects that this will be an approximation of the general model. Contracts with a coverage period of one year or less are automatically eligible for PAA. The simplifications arising from PAA do not apply to the measurement of the liability for incurred claims, measured under the general model. However, there is no need to discount those cash flows if the balance is expected to be paid or received in one year or less from the date the claims are incurred.
An entity shall apply the new standard to issued insurance contracts, including reinsurance contracts issued, reinsurance contracts held and also to investment contracts with a discretionary participation feature (DPF).
The standard is effective for annual periods beginning on or after 1 January 2023. Early application is permitted only for entities that apply IFRS 9 Financial instruments and IFRS 15 Revenue from contracts with customers.
The directors do not expect the adoption of this standard to have a significant effect on the groups consolidated financial statements as at 31 December 2022.
On 9 December 2021, the IASB published Amendments to IFRS 17 Insurance contracts: Initial application of IFRS 17 and IFRS 9 Comparative information. The amendment is a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of financial statements. IFRS 17 incorporating the amendment is effective for annual reporting periods beginning on or after 1 January 2023.
On 12 February 2021, the IASB published Disclosure of accounting policiesAmendments to IAS 1 and IFRS Practice statement 2 and Definition of accounting estimatesAmendments to IAS 8. These amendments will help companies improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements and distinguish changes in accounting estimates from changes in accounting policies. The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and early adoption is permitted.
On 7 May 2021, the IASB published Amendments to IAS 12 Income taxes: Deferred tax related to assets and liabilities arising from a single transaction which clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and early adoption is permitted.
Limacorporate S.p.A. did not opt for early adoption of these standards.
Other standards, amendments and interpretations
| On 23 January 2020, the IASB published Amendments to IAS 1 Presentation of financial statements: classification of liabilities as current or non-current and, on 31 October 2022, Amendments to IAS 1 Presentation of financial statements: non-current liabilities with covenants which clarify how an entity classifies debt and other financial liabilities as current or non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and early adoption is permitted. |
| On 22 September 2022, the IASB published Amendments to IFRS 16 Leases: lease liability in a sale and leaseback which requires a seller-lessee to measure lease liabilities arising from a sale and leaseback in a way that it does not recognise any amount of the gain or loss that relates to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and early adoption is permitted. |
24
| On 30 January 2014, the IASB published IFRS 14 Regulatory deferral accounts permits a first-time adopter of IFRS Standards to continue to recognise its rate regulation activities in accordance with its previous GAAP. As the parent and group are not a first-time adopter, this standard is not applicable. |
The group will adopt such new standards and amendments, on the basis of the relevant application date, and will assess the potential impacts on the consolidated financial statements as at 31 December 2022 when they are endorsed by IASB.
25
[3] Notes to the consolidated financial statements as at 31 December 2022
Below are comments on the statement of financial position captions as at 31 December 2022. For details on statement of financial position captions deriving from related party transactions, reference should be made to note [4.6] Related party transactions.
[3.1] Other intangible assets
Other intangible assets at 31 December 2022 amount to 58,234 thousand, up 4,639 thousand on the previous year end (53,595 thousand). Changes in other intangible assets in 2021 and 2022 and a breakdown of historical cost, accumulated amortisation and any cumulative impairment losses are summarised in the following tables.
(000) |
||||||||||||||||||||||||||||
01/01/2021 | Exchange difference |
Increases | Reclassifications | Decreases | Amortisation | 31/12/2021 | ||||||||||||||||||||||
Development expenditure |
664 | 1,414 | 7,322 | 28,340 | 0 | -3,858 | 33,882 | |||||||||||||||||||||
Industrial patents and intellectual property rights |
1,181 | 0 | 413 | 924 | 0 | -455 | 2,063 | |||||||||||||||||||||
Concessions, licences, trademarks and similar rights |
5,016 | 10 | 2,411 | 1,722 | 0 | -2,914 | 6,245 | |||||||||||||||||||||
Assets under development and payments on account |
37,267 | 1,041 | 3,893 | -30,987 | -38 | 0 | 11,176 | |||||||||||||||||||||
Other |
349 | 2 | 53 | 1 | -9 | -167 | 229 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
44,477 | 2,467 | 14,092 | 0 | -47 | -7,394 | 53,595 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(000) |
||||||||||||||||||||||||||||
31/12/2021 | Exchange difference |
Increases | Reclassifications | Decreases | Amortisation | 31/12/2022 | ||||||||||||||||||||||
Development expenditure |
33,882 | 2,057 | 5,132 | 943 | 0 | -4,896 | 37,118 | |||||||||||||||||||||
Industrial patents and intellectual property rights |
2,063 | 0 | 485 | 0 | 0 | -339 | 2,208 | |||||||||||||||||||||
Concessions, licences, trademarks and similar rights |
6,245 | 51 | 2,322 | 446 | 0 | -3,165 | 5,900 | |||||||||||||||||||||
Assets under development and payments on account |
11,176 | 19 | 3,911 | -1,646 | -953 | 0 | 12,507 | |||||||||||||||||||||
Other |
229 | 2 | 271 | 257 | -2 | -257 | 500 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
53,595 | 2,129 | 12,121 | 0 | -955 | -8,657 | 58,234 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
000 |
||||||||||||
01/01/2021 | ||||||||||||
Historical cost | Accumulated amortisation | Carrying amount | ||||||||||
Development expenditure |
1,639 | 975 | 664 | |||||||||
Industrial patents and intellectual property rights |
2,984 | 1,802 | 1,181 | |||||||||
Concessions, licences, trademarks and similar rights |
18,905 | 13,889 | 5,016 | |||||||||
Assets under development and payments on account |
37,267 | | 37,267 | |||||||||
Other |
1,207 | 859 | 348 | |||||||||
|
|
|
|
|
|
|||||||
Total |
62,002 | 17,525 | 44,477 | |||||||||
|
|
|
|
|
|
000 |
||||||||||||
31/12/2021 | ||||||||||||
Historical cost | Accumulated amortisation | Carrying amount | ||||||||||
Development expenditure |
38,593 | 4,711 | 33,882 | |||||||||
Industrial patents and intellectual property rights |
3,904 | 1,841 | 2,063 | |||||||||
Concessions, licences, trademarks and similar rights |
21,272 | 15,027 | 6,245 | |||||||||
Assets under development and payments on account |
11,176 | 0 | 11,176 | |||||||||
Other |
1,246 | 1,017 | 229 | |||||||||
|
|
|
|
|
|
|||||||
Total |
76,191 | 22,596 | 53,595 | |||||||||
|
|
|
|
|
|
26
000 |
||||||||||||
31/12/2022 | ||||||||||||
Historical cost | Accumulated amortisation | Carrying amount | ||||||||||
Development expenditure |
46,425 | 9,307 | 37,118 | |||||||||
Industrial patents and intellectual property rights |
3,663 | 1,455 | 2,208 | |||||||||
Concessions, licences, trademarks and similar rights |
22,359 | 16,458 | 5,901 | |||||||||
Assets under development and payments on account |
12,507 | 0 | 12,507 | |||||||||
Other |
1,731 | 1,231 | 500 | |||||||||
|
|
|
|
|
|
|||||||
Total |
86,685 | 28,451 | 58,234 | |||||||||
|
|
|
|
|
|
Intangible assets with an indefinite useful life only comprise goodwill, while the other assets (development expenditure, industrial patents and intellectual property, concessions, licences, trademarks and similar rights, other intangible assets and assets under development and payments on account) all have a finite life. More information on each item is provided below.
Development expenditure, amounting to 37,118 thousand, comprises:
| 1,060 thousand incurred by the parent mainly related to Physica and Hybrid Glenoid; |
| 14,424 thousand related to the allocation of part of the goodwill arising on consolidation transferred at the acquisition date for TechMah Medical LLC (resulting from a step acquisition achieved in stages but consolidated at 100% as per the anticipated acquisition method). Such goodwill was partly allocated to development expenditure and partly to goodwill. The relevant estimated useful life is ten years; |
| 1,382 thousand for the recognition of the additional new milestone agreed with the sellers of such company in June 2020 via an addendum to the initial agreement, for the development of an additional implant technology to those agreed at the acquisition; |
| 20,252 thousand related to costs capitalised by TechMah Medical LLC for the development of its products which will enrich the groups portfolio with digital solutions designed to assist surgeons with operations. The same applies as for the second point regarding amortisation. |
The significant increase on the previous year end is due to the costs incurred by TechMah Medical LLC in 2022 to develop products. The recoverability of TechMah costs is supported by the result of the discounted cash flow method applied to test the TechMah CGU; based on the impairment test exercise at 31 December 2022 the VIU is lower than the carrying amount of the CGU so, as provided for IAS 36, management fully impaired firstly the goodwill. The carrying amount of the CGU after the impairment of goodwill is recoverable by the VIU defined.
In summer 2023 the Management of Limacorporate took the strategic decision to stop the Spart Space project (TechMah business). All digital activities and resources have been refocused on other projects (please refer to Events after the reporting date paragraph).
Amortisation of this caption amounts to 4,896 thousand.
Industrial patents and intellectual property rights, amounting to 2,208 thousand, are comprised of costs incurred by Limacorporate S.p.A. to acquire patents in 2022 and previous years.
Concessions, licences, trademarks and similar rights of 5,900 thousand are comprised of costs incurred by:
| the parent (2,861 thousand) for costs to register Lima products on the European, US, Chinese, Korean and Japanese markets; |
| other group companies (448 thousand) for costs mainly to register products on the Brazilian market; |
| the parent (2,336 thousand) for costs incurred to purchase commercial licences (1,146 thousand), software programs (1,086 thousand) and to register trademarks (104 thousand); |
| other group companies (255 thousand). |
Amortisation of this caption amounts to 3,165 thousand.
27
Assets under development and payments on account, amounting to 12,507 thousand, is comprised of the following:
| 12,107 thousand for costs incurred by Limacorporate S.p.A. for development activities, payments on account for software licences, costs to register the Lima products and costs incurred to acquire patents; |
| 400 thousand related to other group companies. |
Other, amounting to 500 thousand, refers to the following companies for leasehold improvements:
| Limacorporate S.p.A. for 19 thousand; |
| Lima USA for 269 thousand; |
| Lima Orthopaedics Australia for 23 thousand; |
| Lima Implantes for 56 thousand; |
| Lima Korea for 115 thousand; |
| other group companies for 18 thousand. |
The capitalised costs are amortised over the residual term of the relevant lease contract and amortisation of this caption amounts to 257 thousand.
Total amortisation of intangible assets taken to profit or loss amounts to 8,657 thousand.
[3.2] Goodwill
Goodwill amounts to 384,216 thousand.
Pursuant to IAS 36, goodwill is not subject to amortisation, but is tested for impairment at least annually or more frequently if events or circumstances indicate that it might be impaired. With regard to testing goodwill for impairment, the group identified two CGUs for its operations,-one for the Group except TechMah (Group CGU) and one related to TechMah . It considered the sources of information set out by IAS 36 such as the fact that management monitors the groups performance and takes strategic decisions about its product offering and investments at group level, except for TechMah business which is a separate CGU.
The goodwill recognised in the consolidated financial statements as at 31 December 2022 in relation to the above-mentioned merger, together with other items of goodwill, was tested for impairment at the reporting date. Specifically, the recoverable amount of the groups assets was calculated by estimating their fair value and comparing it with the carrying amount of consolidated net invested capital at 31 December 2022 in order to examine whether recognised amounts had been impaired.
The market multiples method is used to determine the fair value of goodwill of the Group CGU, using listed comparable companies. These multiples are compared with the implicit multiple calculated using the groups actual figures. The market multiples analysis based on companies operating in sectors comparable to those of Limacorporate (performed on the date the impairment test was carried out on seven comparable companies) provides supporting evidence about the carrying amount of goodwill recognised in the 2022 consolidated financial statements as at 31 December 2022. This is because the market multiples (which show an average enterprise value of between 15 and 17 times gross operating profit) are higher and/or in line with the multiple obtained by comparing the groups actual net invested capital at the end of 2022 (i.e., including goodwill) to consolidated gross operating profit.
As a result of such checks, based on market references (i.e., market multiples) compared with the groups implicit multiple, no impairment indicators have been detected to date for goodwill allocated to the Group CGU.
The group separately measured TechMah Medical LLCs business related to the Smart SPACE digital solution.
The recoverable value of the TechMah CGU was determined as its value in use, on the basis of the cashflows discounted using a rate that reflects the risk conditions (WACC of 13.5%). The recoverable amount determined with aforementioned method led to the full impairment of goodwill ( 15,109 thousand) allocated to the CGU.
28
[3.3] Property, plant and equipment
Property, plant and equipment and other assets amount to 79,837 thousand, down 1,936 thousand compared to 31 December 2021 (81,773 thousand).
Changes in property, plant and equipment in 2021 and 2022 and a breakdown of historical cost, accumulated depreciation and any cumulative impairment losses are summarised in the following tables:
01/01/2021 | Exchange difference |
Increases | Decreases | Depreciation | Reclassifications | Other changes |
31/12/2021 | |||||||||||||||||||||||||
Land and buildings |
15,907 | 0 | 508 | 0 | -703 | 34 | 0 | 15,746 | ||||||||||||||||||||||||
Leased land and buildings |
9,364 | 377 | 827 | -78 | -2,539 | 0 | -880 | 7,071 | ||||||||||||||||||||||||
Plant and equipment |
17,945 | 14 | 1,753 | -754 | -4,282 | 343 | 0 | 15,019 | ||||||||||||||||||||||||
Leased plant and equipment |
26 | 0 | 0 | 0 | -15 | 0 | 2 | 13 | ||||||||||||||||||||||||
Industrial and commercial equipment |
35,489 | 670 | 15,676 | -626 | -14,967 | 578 | 0 | 36,820 | ||||||||||||||||||||||||
Leased industrial and commercial equipment |
15 | 0 | 935 | 0 | -315 | 0 | 0 | 635 | ||||||||||||||||||||||||
Other assets |
1,605 | 35 | 643 | -22 | -576 | 0 | 0 | 1,683 | ||||||||||||||||||||||||
Other leased assets |
2,695 | 7 | 1,221 | 0 | -1,726 | 0 | -52 | 2,145 | ||||||||||||||||||||||||
Assets under construction and payments on account |
2,244 | 81 | 1,349 | -78 | 0 | -955 | 0 | 2,641 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
85,288 | 1,184 | 22,912 | -1,558 | -25,123 | 0 | -930 | 81,773 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31/12/2021 | Exchange difference |
Increases | Reclassifications | Decreases | Other changes |
Depreciation | 31/12/2022 | |||||||||||||||||||||||||
Land and buildings |
15,746 | 0 | 456 | 35 | -67 | 0 | -674 | 15,496 | ||||||||||||||||||||||||
Leased land and buildings |
7,071 | 226 | 2,087 | 0 | -5 | 623 | -3,247 | 6,755 | ||||||||||||||||||||||||
Plant and equipment |
15,019 | 0 | 3,601 | 2,255 | -17 | 0 | -4,442 | 16,416 | ||||||||||||||||||||||||
Leased plant and equipment |
13 | 0 | 82 | 0 | 0 | 0 | -16 | 79 | ||||||||||||||||||||||||
Industrial and commercial equipment |
36,820 | 258 | 14,647 | -63 | -1,156 | 0 | -15,832 | 34,674 | ||||||||||||||||||||||||
Leased industrial and commercial equipment |
635 | 0 | 0 | 0 | 0 | -58 | -558 | 19 | ||||||||||||||||||||||||
Other assets |
1,683 | 15 | 706 | 3 | -20 | 0 | -600 | 1,787 | ||||||||||||||||||||||||
Other leased assets |
2,145 | 2 | 1,577 | 0 | 0 | 90 | -1,514 | 2,299 | ||||||||||||||||||||||||
Assets under construction and payments on account |
2,641 | 64 | 1,991 | -2,231 | -154 | 0 | 0 | 2,311 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
81,773 | 566 | 25,145 | 0 | -1,418 | 655 | -26,884 | 79,837 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/01/2021 | ||||||||||||||||
Historical cost | Accumulated depreciation |
Accumulated impairment losses |
Carrying amount | |||||||||||||
Land and buildings |
24,082 | 7,610 | 565 | 15,907 | ||||||||||||
Leased land and buildings |
18,471 | 9,107 | | 9,364 | ||||||||||||
Plant and equipment |
53,382 | 35,437 | | 17,945 | ||||||||||||
Leased plant and equipment |
117 | 91 | | 26 | ||||||||||||
Industrial and commercial equipment |
116,513 | 80,857 | 167 | 35,489 | ||||||||||||
Leased industrial and commercial equipment |
30 | 15 | | 15 | ||||||||||||
Other assets |
6,727 | 5,122 | | 1,605 | ||||||||||||
Other leased assets |
6,176 | 3,481 | | 2,695 | ||||||||||||
Assets under construction and payments on account |
2,244 | | | 2,244 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
227,741 | 141,720 | 733 | 85,288 | ||||||||||||
|
|
|
|
|
|
|
|
31/12/2021 | ||||||||||||||||
Historical cost | Accumulated depreciation |
Accumulated impairment losses |
Carrying amount | |||||||||||||
Land and buildings |
24,624 | 8,313 | 565 | 15,746 | ||||||||||||
Leased land and buildings |
17,344 | 10,273 | 0 | 7,071 | ||||||||||||
Plant and equipment |
54,318 | 39,299 | 0 | 15,019 | ||||||||||||
Leased plant and equipment |
119 | 106 | 0 | 13 | ||||||||||||
Industrial and commercial equipment |
132,183 | 95,196 | 167 | 36,820 | ||||||||||||
Leased industrial and commercial equipment |
966 | 331 | 0 | 635 | ||||||||||||
Other assets |
7,257 | 5,574 | 0 | 1,683 | ||||||||||||
Other leased assets |
6,016 | 3,871 | 0 | 2,145 | ||||||||||||
Assets under construction and payments on account |
2,641 | 0 | 0 | 2,641 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
245,468 | 162,963 | 733 | 81,773 | ||||||||||||
|
|
|
|
|
|
|
|
29
31/12/2022 | ||||||||||||||||
Historical cost | Accumulated depreciation |
Accumulated impairment losses |
Carrying amount | |||||||||||||
Land and buildings |
23,870 | 8,374 | 0 | 15,496 | ||||||||||||
Leased land and buildings |
19,868 | 13,113 | 0 | 6,755 | ||||||||||||
Plant and equipment |
59,135 | 42,719 | 0 | 16,416 | ||||||||||||
Leased plant and equipment |
202 | 122 | 0 | 80 | ||||||||||||
Industrial and commercial equipment |
141,939 | 107,009 | 256 | 34,674 | ||||||||||||
Leased industrial and commercial equipment |
66 | 47 | 0 | 19 | ||||||||||||
Other assets |
7,937 | 6,150 | 0 | 1,787 | ||||||||||||
Other leased assets |
5,069 | 2,770 | 0 | 2,299 | ||||||||||||
Assets under construction and payments on account |
2,311 | 0 | 0 | 2,311 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
260,397 | 180,304 | 256 | 79,837 | ||||||||||||
|
|
|
|
|
|
|
|
The 456 thousand increase in land and buildings during the year is chiefly due to costs incurred by the parent to build the new electrical substation at the Villanova production facility and to acquire land to extend the production facility.
The increase in plant and machinery mainly refers to the construction of plant for the new electrical substation, the completion of the new packaging line and investments made to purchase production machinery, specifically additive manufacturing machines.
Industrial and commercial equipment amounts to 34,674 thousand and is chiefly comprised of surgical instruments capitalised during the current and previous years.
Other assets include office furniture and machines, electronic office machines, transport vehicles and cars. Investments, amounting to 706 thousand, refer to purchases of electronic office machines and furniture.
The 1,991 thousand increase in assets under construction and payments on account during the year is chiefly due to costs incurred to expand the Villanova production facility and for the purchase of production equipment and machinery.
Some plant and machinery are subject to a special lien at the reporting dates. Additional information is provided in note [3.15] Current and non-current financial liabilities.
Changes in right-of-use assets deriving from the application of IFRS 16 are set out in the following tables, where such changes are shown for each asset category along with details on the historical cost and accumulated depreciation:
01/01/2021 | Exchange difference |
Increases | Decreases | Depreciation | Other changes |
31/12/2021 | ||||||||||||||||||||||
Right-of-use assets |
||||||||||||||||||||||||||||
Leased land and buildings |
9,364 | 377 | 827 | -78 | -880 | -2,539 | 7,071 | |||||||||||||||||||||
Leased plant and equipment |
26 | 0 | 0 | 0 | 2 | -15 | 13 | |||||||||||||||||||||
Leased industrial and commercial equipment |
15 | 0 | 935 | 0 | 0 | -315 | 635 | |||||||||||||||||||||
Other leased assets |
2,695 | 7 | 1,221 | 0 | -52 | -1,726 | 2,145 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
12,100 | 384 | 2,983 | -78 | -930 | -4,595 | 9,864 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31/12/2021 | Exchange difference |
Increases | Decreases | Depreciation | Other changes |
31/12/2022 | ||||||||||||||||||||||
Right-of-use assets |
||||||||||||||||||||||||||||
Leased land and buildings |
7,071 | 226 | 2,087 | -5 | 623 | -3,247 | 6,755 | |||||||||||||||||||||
Leased plant and equipment |
13 | 0 | 82 | 0 | 0 | -16 | 79 | |||||||||||||||||||||
Leased industrial and commercial equipment |
635 | 0 | 0 | 0 | -58 | -558 | 19 | |||||||||||||||||||||
Other leased assets |
2,145 | 2 | 1,577 | 0 | 90 | -1,514 | 2,300 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
9,864 | 228 | 3,746 | -5 | 655 | -5,335 | 9,153 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities deriving from the application of IFRS 16 are included under current and non-current financial liabilities (analysed in note [3.15] Current and non-current financial liabilities). Changes in current and non-current lease liabilities from 1 January 2021 to 31 December 2022 are set out below:
30
01/01/2021 | Increases | Decreases | Reclassifications | 31/12/2021 | ||||||||||||||||
Lease liabilities as per IFRS 16 - non-current portion |
6,573 | 1,369 | 0 | -3,518 | 4,423 | |||||||||||||||
Lease liabilities as per IFRS 16 - current portion |
3,384 | 0 | -3,384 | 3,518 | 3,518 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
TOTAL |
9,957 | 1,369 | -3,384 | 0 | 7,941 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
01/01/2022 | Exchange difference |
Increases | Decreases | Other changes |
Reclassifications | 31/12/2022 | ||||||||||||||||||||||
Lease liabilities as per IFRS 16 - non-current portion |
4,423 | 83 | 3,663 | 0 | 655 | -4,273 | 4,552 | |||||||||||||||||||||
Lease liabilities as per IFRS 16 - current portion |
3,518 | -7 | 40 | -4,559 | 0 | 4,273 | 3,265 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
TOTAL |
7,941 | 76 | 3,703 | -4,559 | 655 | 0 | 7,817 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[3.4] Equity investments
Equity investments amount to 2 thousand at 31 December 2022.
The following information is provided on direct and indirect equity investments in subsidiaries, associates and other companies.
Subsidiaries
All of the subsidiaries are included in the consolidation scope.
Other companies
Equity investments in other companies amount to 2 thousand and refer to CAAF Interregionale dipendenti S.r.l., Consorzio Friuli Energia, Terra degli Elimi and CE.R.ME.T..
[3.5] Deferred tax assets and liabilities
Deferred tax assets and liabilities are only offset when this is legally provided for within the same tax jurisdiction. The group recognised deferred tax assets and liabilities on the temporary differences between carrying amounts and tax bases. The latter were calculated using the rates ruling when the temporary differences will reverse in the different countries where the group operates.
Deferred tax assets and liabilities are broken down as follows at 31 December 2022 and 2021:
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Deferred tax assets |
11,558 | 11,947 | 12,758 | -390 | -811 | |||||||||||||||
Deferred tax assets arising on consolidation |
20,151 | 21,515 | 19,137 | -1,364 | 2,378 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
31,709 | 33,462 | 31,895 | -1,754 | 1,567 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Deferred tax liabilities |
9,414 | 7,931 | 5,461 | 1,483 | 2,470 | |||||||||||||||
Deferred tax liabilities arising on consolidation |
9,861 | 9,364 | 7,525 | 497 | 1,839 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
19,275 | 17,295 | 12,986 | 1,980 | 4,309 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Reference should be made to section [3.29] of these notes for more details on deferred tax assets and liabilities and the differences that generated them.
The recoverability of DTA accrued at 31 December 2022 was based on the business plan prepared by the management which shows the recoverability considering the future taxable incomes.
31
[3.6] Other non-current assets
Other non-current assets, amounting to 861 thousand, mainly refer to guarantee deposits for lease contracts taken out by the group and prepayments (162 thousand), mostly for insurance and maintenance.
[3.7] Inventories
A breakdown of inventories at 31 December 2022 and 2021 is provided below:
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Raw materials and supplies |
6,272 | 6,094 | 6,106 | 178 | -12 | |||||||||||||||
Work in progress and semi-finished products |
11,533 | 12,861 | 14,344 | -1,328 | -1,483 | |||||||||||||||
Contract work in progress |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Finished goods |
79,583 | 77,993 | 74,875 | 1,590 | 3,118 | |||||||||||||||
Payments on account |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
Goods in transit |
831 | 647 | 177 | 184 | 470 | |||||||||||||||
Allowance for inventory write-down |
-11,492 | -10,174 | -11,336 | -1,318 | 1,162 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
86,728 | 87,421 | 84,166 | -693 | 3,255 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Inventories were measured using the cost of the production company for the consolidated companies.
The allowance for inventory write-down, amounting to 11,492 thousand at 31 December 2022, changed as follows during the year:
Balance at 01/01/2021 |
11,336 | |||
Exchange difference |
74 | |||
Utilisations |
-1,952 | |||
Accruals |
716 | |||
|
|
|||
Balance at 31/12/2021 |
10,174 | |||
|
|
|||
Exchange difference |
54 | |||
Utilisations |
-1,883 | |||
Accruals |
3,146 | |||
|
|
|||
Balance at 31/12/2022 |
11,491 | |||
|
|
Utilisations of the allowance refer to the scrapping of obsolete goods by Limacorporate S.p.A. and subsidiaries during the year.
[3.8] Trade receivables
Trade receivables at 31 December 2022 amount to 70,161 thousand, compared to 66,891 thousand at the previous year end, and are broken down as follows:
Gross amount | Loss allowance | Carrying amount 31/12/2021 |
||||||||||
Trade receivables - third parties |
68,971 | 2,082 | 66,889 | |||||||||
Trade receivables - related parties |
2 | | 2 | |||||||||
|
|
|
|
|
|
|||||||
Total |
68,973 | 2,082 | 66,891 | |||||||||
|
|
|
|
|
|
Gross amount | Loss allowance | Carrying amount 31/12/2022 |
||||||||||
Trade receivables - third parties |
72,527 | 2,387 | 70,140 | |||||||||
Trade receivables - related parties |
21 | | 21 | |||||||||
|
|
|
|
|
|
|||||||
Total |
72,548 | 2,387 | 70,161 | |||||||||
|
|
|
|
|
|
32
Trade receivables originate from group activities and are broken down by geographical segment as follows:
Total Italy 31/12/2021 |
Total EU 31/12/2021 |
Rest of world 31/12/2021 |
Total 31/12/2021 |
|||||||||||||
Trade receivables |
21,642 | 20,938 | 24,309 | 66,889 | ||||||||||||
From subsidiaries |
0 | 0 | 2 | 2 | ||||||||||||
From associates |
0 | 0 | 0 | 0 | ||||||||||||
From parents |
0 | 0 | 0 | 0 | ||||||||||||
From subsidiaries of parents |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
21,642 | 20,938 | 24,311 | 66,891 | ||||||||||||
|
|
|
|
|
|
|
|
Total Italy | Total EU | Rest of world | Total | |||||||||||||
31/12/2022 | 31/12/2022 | 31/12/2022 | 31/12/2022 | |||||||||||||
Trade receivables |
23,021 | 20,681 | 26,438 | 70,140 | ||||||||||||
From subsidiaries |
0 | 0 | 0 | 0 | ||||||||||||
From associates |
0 | 0 | 0 | 0 | ||||||||||||
From parents |
0 | 21 | 0 | 21 | ||||||||||||
From subsidiaries of parents |
0 | 0 | 0 | 0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
23,021 | 20,702 | 26,438 | 70,161 | ||||||||||||
|
|
|
|
|
|
|
|
Trade receivables in foreign currency are detailed in section [4.2] Financial instruments Fair value and risk management under Other information, to which reference should be made.
The loss allowance amounts to 2,387 thousand at 31 December 2022 (31 December 2021: 2,082 thousand).
The loss allowance is managements estimate of the expected credit losses on trade receivables from customers. The estimate is based on the groups expected credit losses, determined using past experience with similar receivables, current and historical overdue amounts, losses and collections, a careful monitoring of credit quality and forecasts of economic and market conditions.
Changes in the loss allowance in 2022 and 2021 are as follows:
2022 | 2021 | |||||||
Opening balance |
2,082 | 1,940 | ||||||
Exchange difference |
33 | 10 | ||||||
Accruals |
519 | 544 | ||||||
Utilisations |
-247 | -412 | ||||||
|
|
|
|
|||||
Closing balance |
2,387 | 2,082 | ||||||
|
|
|
|
Specifically:
Receivables impaired individually |
Receivables impaired collectively |
Total | ||||||||||
01/01/2021 |
1,660 | 280 | 1,940 | |||||||||
Utilisations |
-398 | -14 | -412 | |||||||||
Accruals |
406 | 138 | 544 | |||||||||
Exchange difference |
11 | 0 | 11 | |||||||||
|
|
|
|
|
|
|||||||
31/12/2021 |
1,679 | 403 | 2,082 | |||||||||
|
|
|
|
|
|
|||||||
Utilisations |
-230 | -17 | -247 | |||||||||
Accruals |
324 | 195 | 519 | |||||||||
Exchange difference |
-10 | 43 | 33 | |||||||||
|
|
|
|
|
|
|||||||
31/12/2022 |
1,763 | 624 | 2,387 | |||||||||
|
|
|
|
|
|
33
A breakdown of the loss allowance by past due category is as follows:
Not yet due | Overdue | Total | ||||||||||||||||||||||
<30 days | 30 - 90 days | 90 - 180 days | Over 180 days | |||||||||||||||||||||
Gross trade receivables at 01 January 2021 |
38,238 | 6,112 | 5,375 | 4,306 | 10,968 | 64,998 | ||||||||||||||||||
Loss allowance |
0 | 0 | 0 | 64 | 1,876 | 1,940 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net trade receivables at 01 January 2021 |
38,238 | 6,112 | 5,375 | 4,242 | 9,092 | 63,058 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross trade receivables at 31 December 2021 |
41,111 | 6,422 | 5,362 | 4,622 | 11,454 | 68,971 | ||||||||||||||||||
Loss allowance |
0 | 0 | 0 | 24 | 2,059 | 2,082 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net trade receivables at 31 December 2021 |
41,111 | 6,422 | 5,362 | 4,598 | 9,396 | 66,889 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross trade receivables at 31 December 2022 |
47,181 | 7,324 | 6,108 | 4,519 | 7,394 | 72,526 | ||||||||||||||||||
Loss allowance |
0 | 0 | 1 | 1 | 2,385 | 2,387 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net trade receivables at 31 December 2022 |
47,181 | 7,324 | 6,109 | 4,520 | 9,779 | 74,913 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
[3.9] Current tax assets
Tax assets at 31 December 2022 amount to 2,087 thousand and include direct taxes, particularly in relation to the parents IRES and IRAP for 1,619 thousand.
[3.10] Other current assets
Other current assets at 31 December 2022 amount to 14,192 thousand, compared to 11,247 thousand at the previous year end, and are broken down as follows:
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Grants |
5,281 | 4,976 | 4,807 | 305 | 169 | |||||||||||||||
Other tax assets |
827 | 758 | 1,024 | 69 | -266 | |||||||||||||||
Advances to agents |
776 | 779 | 964 | -3 | -185 | |||||||||||||||
VAT |
1,317 | 1,340 | 923 | -23 | 417 | |||||||||||||||
Advances to suppliers |
1,327 | 939 | 804 | 388 | 135 | |||||||||||||||
Hire and maintenance |
873 | 657 | 669 | 216 | -12 | |||||||||||||||
Other sundry |
1,354 | 420 | 489 | 934 | -69 | |||||||||||||||
VAT to be offset |
325 | 118 | 461 | 207 | -343 | |||||||||||||||
Insurance premiums and sureties |
574 | 507 | 396 | 67 | 111 | |||||||||||||||
Other |
676 | 239 | 349 | 437 | -110 | |||||||||||||||
VAT claimed for reimbursement |
289 | 289 | 289 | 0 | 0 | |||||||||||||||
Other tax credit |
0 | 0 | 104 | 0 | -104 | |||||||||||||||
Rent |
32 | 112 | 88 | -80 | 24 | |||||||||||||||
Deductible taxes |
0 | 50 | 50 | -50 | 0 | |||||||||||||||
Social security institutions |
20 | 20 | 21 | 0 | -1 | |||||||||||||||
IRAP-IRES reimbursement |
18 | 18 | 18 | 0 | 0 | |||||||||||||||
Tax withholdings |
2 | 8 | 7 | -6 | 1 | |||||||||||||||
Factoring interest |
40 | 10 | 3 | 30 | 7 | |||||||||||||||
Accrued income |
3 | 3 | 3 | 0 | 0 | |||||||||||||||
Tax assets - interest |
454 | 0 | 0 | 454 | 0 | |||||||||||||||
Leasing fees |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
IRPEF reimbursement |
4 | 5 | 0 | -1 | 5 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
14,192 | 11,248 | 11,469 | 2,944 | -221 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Grants chiefly refer to the amount accrued by the parent (5,281 thousand) and are broken down as follows:
| SIB grant (4,630 thousand); |
| MCBEES grant (258 thousand); |
| AIM grant (40 thousand); |
| IAREPAM grant (158 thousand; |
| PROST3SIS grant (195 thousand). |
34
Other assets also include guarantee deposits on gas and electricity consumption (472 thousand).
[3.11] Cash and cash equivalents
Cash and cash equivalents at 31 December 2022 amount to 25,920 thousand, compared to 21,503 thousand at the previous year end. This caption shows the groups liquidity at the reporting date.
Reference should be made to the statement of cash flows for an analysis of changes in cash and cash equivalents.
31/12/2022 | 31/12/2021 | 31/12/2020 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Bank and postal accounts |
25,903 | 21,486 | 26,257 | 4,417 | -4,771 | |||||||||||||||
Cash-in-hand and cash equivalents |
17 | 17 | 16 | 0 | 1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
25,920 | 21,503 | 26,273 | 4,417 | -4,770 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
[3.12] Equity
Equity attributable to the owners of the parent amounts to 306,564 thousand, and is broken down as follows:
(000) |
||||||||||||||||||||
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Share capital |
9,868 | 9,868 | 9,868 | 0 | 0 | |||||||||||||||
Share premium reserve |
14,425 | 14,425 | 14,425 | 0 | 0 | |||||||||||||||
Legal reserve |
2,101 | 2,101 | 2,101 | 0 | 0 | |||||||||||||||
Equity injections |
28,051 | 28,051 | 23,088 | 0 | 4,963 | |||||||||||||||
Merge reserve |
288,261 | 288,261 | 288,261 | 0 | 0 | |||||||||||||||
Actuarial reserve |
31 | -23 | -25 | 54 | 2 | |||||||||||||||
Translation reserve |
2,379 | 1,508 | -334 | 871 | 1,842 | |||||||||||||||
Other reserves |
2,687 | -2,329 | -2,329 | 5,016 | 0 | |||||||||||||||
Retained earnings (losses carried forward) |
-21,966 | -18,862 | -6,380 | -3,104 | -12,482 | |||||||||||||||
Profit (loss) for the year |
-19,273 | -2,539 | -12,482 | -16,735 | 9,943 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity |
306,564 | 320,463 | 316,194 | -13,899 | 4,269 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
The share capital at 31 December 2022 is 9,868 thousand and is fully subscribed and paid up. It is comprised of 9,989,718 ordinary shares without a nominal amount. It is unchanged on the previous year end.
The share premium reserve amounts to 14,425 thousand and is unchanged on the previous year end.
The legal reserve amounts to 2,101 thousand. This reserve is not distributable and did not change during the year.
Negative goodwill, amounting to 288,261 thousand, comprises the effects of the reverse merger between the parent and Emil Holding III S.p.A. in October 2016 on equity.
Capital injections for capital increase, amounting to 28,051 thousand, comprise the contribution in kind made in 2021 by the shareholder for the acquisition of TechMah Medical (4,963 thousand), the capital injection made by the shareholder in June 2020 (20,000 thousand) and the effects of a contribution in kind made in 2019 by the shareholder in relation to the transaction carried out by the subsidiary Lima USA with Hospital for Special Surgery (HSS) (3,088 thousand).
The contribution in kind made by the shareholder in 2021 is directly related to the shared-based payment of certain milestones regarding the acquisition of TechMah Medical. Under the agreement signed in 2018, the subsidiary Lima USA would allocate the founding shareholders of TechMah Medical a set number of new EmilNewCo Sarl (indirect parent of Limacorporate S.p.A. with a 100% interest) shares upon reaching set targets regarding the development of new products benefiting the group.
35
The above-mentioned allocation of shares in October 2021 led to a share capital increase for EmilNewCo and the recognition of an amount due from the founding shareholders of TechMah Medical equal to the liability recognised by Lima USA for the contractual milestones to be settled. The two transactions between the founding shareholders of Techmah Medical and Lima Group (EmilNewCo Sarl, Limacorporate S.p.A. and Lima USA) were offset using claim notes, which generated the capital injection referred to above.
With a similar transaction, the collaboration agreement signed with HSS in January 2019 for the production of implants within the hospital led to the following agreements:
| a six-year lease for the premises where Lima USA will produce the implants for HSS, of which payment for the first three years has been made by awarding HSS a fixed number of new EmilNewCo Sarl shares and the second three years will be paid by monthly instalments; |
| a clause which establishes that HSS will bear an agreed amount of the cost of any leasehold improvements made by Lima USA and will receive an agreed number of new EmilNewCo Sarl shares in return. |
The above-mentioned allocation of shares led to a share capital increase for EmilNewCo and the recognition of an amount due from HSS. The prepaid lease instalments and the set amount related to the leasehold improvements generated a liability for Lima USA towards HSS. The two transactions between HSS and Lima Group (EmilNewCo, Limacorporate S.p.A. and Lima USA) have been offset using claim notes, which generated the capital injection referred to above.
Other reserves also include:
| the revaluation reserve, which arose from the merger of Lima S.p.A., amounts to 111 thousand and is recognised in compliance with Law no. 413 of 30 December 1991 in relation to deferred tax on the revalued amount of land and industrial buildings. There were no changes in the reserve during the year; |
| the reserve deriving from the application of IAS 19 Employee benefits amounting to 31 thousand; |
| the IFRS 2 reserve amounting to 4,650 thousand deriving from the accounting treatment of cash-settled share-based payment and equity-settled share-based payment arrangements; |
| the reserve for unrealised exchange rate gains of 1,764 thousand, comprising the net unrealised gains on the allocation of the parents profit for the previous year; |
| the translation reserve, with a positive balance of 2,379 thousand, reflects the changes in the groups share of the equity of consolidated companies due to changes in exchange rates of such companies functional currencies compared to the presentation currency of the consolidated financial statements as at 31 December 2022. |
The correction of error on payback for 6.945 thousand has been recorded on retained earnings / losses carried forward (see section Transition to IFRS issued by IASB).
The following table provides information on the possibility of use and distribution of each of the parents equity items, along with their utilisations in the last three years:
36
Description |
Amount | Possibility of use |
Available portion |
Utilisation in the previous three years to cover losses |
Utilisation in the previous three years for other reasons |
|||||||||||||||
Share capital |
9,868 | B | ||||||||||||||||||
Share premium reserve |
14,425 | A, B | 14,425 | |||||||||||||||||
Legal reserve |
2,101 | B | 2,101 | |||||||||||||||||
Capital injections for capital increase |
28,051 | A, B, C | 28,051 | 9,215 | ||||||||||||||||
Merge reserve |
288,261 | A, B, C | 288,288 | 246 | ||||||||||||||||
Actuarial reserve |
31 | |||||||||||||||||||
Translation reserve |
2,379 | |||||||||||||||||||
Other reserves |
2,687 | |||||||||||||||||||
Retained earnings (losses carried forward) |
-21,966 | 10,770 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
TOTAL |
325,838 | 343,635 | 9,461 | 0 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Non-Distributable Portion (Legal Reserve) |
2,101 | |||||||||||||||||||
Non-Distributable Portion (Reserve For Unrealised Exchange Rate Gains) |
1,199 | |||||||||||||||||||
Capitalised Start-Up And Development Costs) |
14,387 | |||||||||||||||||||
|
|
|||||||||||||||||||
Residual Distributable Amount |
325,949 | |||||||||||||||||||
|
|
* | A: for capital increases; B: to cover losses; C: dividends |
The following supplementary information is provided on the parents reserves:
1) Reserves or other provisions that do not contribute to the taxable profit of shareholders in the event of distribution regardless of when they are formed.
31/12/2022 | 31/12/2021 | 01/01/2021 | ||||||||||
Emil Holding III merger reserve |
288,261 | 288,261 | 288,261 | |||||||||
Capital injections for capital increase |
28,051 | 28,051 | 23,088 | |||||||||
Share premium reserve |
14,425 | 14,425 | 14,425 | |||||||||
|
|
|
|
|
|
|||||||
Total |
330,737 | 330,737 | 325,774 | |||||||||
|
|
|
|
|
|
2) Reserves or other provisions that do contribute to the taxable profit of the parent in the event of distribution regardless of when they are formed.
31/12/2022 | 31/12/2021 | 01/01/2021 | ||||||||||
Revaluation reserve as per Law no. 413/1991 |
111 | 111 | 111 | |||||||||
Reserve as per article 55 of Presidential decree no. 917/86 |
| | | |||||||||
|
|
|
|
|
|
|||||||
Total |
111 | 111 | 111 | |||||||||
|
|
|
|
|
|
3) Reserves included in share capital.
Reserves or other provisions that contribute to the taxable profit of shareholders in the event of distribution, irrespective of when they were set up, for a free share capital increase by using the reserve as per the shareholders resolution of 15 October 1999.
31/12/2022 | 31/12/2021 | 01/01/2021 | ||||||||||
Extraordinary reserve |
540 | 540 | 540 | |||||||||
|
|
|
|
|
|
|||||||
Total |
540 | 540 | 540 | |||||||||
|
|
|
|
|
|
[3.13] Provisions for risks and charges
Details of this caption and changes therein during 2021 and 2022 are provided below:
37
(000) |
||||||||||||||||||||||||
01/01/2021 | Exchange differences |
Increases | Decreases | Reclassification | 31/12/2021 | |||||||||||||||||||
Pension and similar provisions |
889 | 0 | 198 | -162 | 0 | 925 | ||||||||||||||||||
Other provisions |
11,958 | -4 | 4,226 | -1,222 | -569 | 14,389 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
12,847 | -4 | 4,424 | -1,384 | -569 | 15,314 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(000) |
||||||||||||||||||||||||
01/01/2022 | Exchange differences |
Increases | Decreases | Reclassification | 31/12/2022 | |||||||||||||||||||
Pension and similar provisions |
925 | 0 | 236 | -576 | 0 | 585 | ||||||||||||||||||
Other provisions |
14,389 | 14 | 4,166 | -1,997 | 0 | 16,571 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
15,314 | 14 | 4,402 | -2,573 | 0 | 17,156 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Agents termination indemnity (585 thousand) is the estimated liability deriving from the application of ruling legislation and the contractual clauses in relation to the termination of agency contracts. Unlike accruals to the provision for risks, guarantees and other provisions, accruals to agents termination indemnity are classified by nature among costs for services. The decreases of the year refer to utilisations of the provision following the termination of agency contracts and the release of the provision when not due.
Other provisions, amounting to 16,571 thousand, are comprised as follows:
| the provision for charges of 1,859 thousand, of which 1,460 thousand related to commission expense on revenue yet to be invoiced; and 399 thousand related to highly probable non-competition agreements the payment date of which is not yet known; |
| the provision related to the payback system for 14.3 million; |
| compensation for damage caused by products of 300 thousand; |
| other disputes/contingent liabilities of 95 thousand. |
The decreases of the year mainly refer to the release of a provision following the signing of a settlement agreement with an agent.
The accruals of the year mainly refer to the best estimate of the amounts due under the payback system.
The market in which the Group operates is strictly controlled by laws and regulations such as, e.g., the EU Medical Devices Regulation (MDR) in Europe and the Federal Food, Drug and Cosmetic Act (FDCA) in USA. In order to demonstrate adherence to regulatory requirements and to maintain the ability to sell its products, the Group must obtain and maintain authorisations and certifications from the relevant authorities. Discussions are currently underway with the Australian authority, the Therapeutic Goods Administration (the TGA), which has been provided with clarification regarding an observation made by the TGA on the high revision rate of certain elements of the SMR shoulder solution.
[3.14] Employee benefits
Employee benefits chiefly refer to post-employment benefits recognised by the parent. These are defined benefit plans in accordance with IAS 19. Changes in the caption during the two years were as follows:
38
31/12/2022 | 31/12/2021 | Variation | ||||||||||
Balance at 1 January |
1,442 | 1,421 | 21 | |||||||||
Exchange difference |
-13 | 0 | -13 | |||||||||
Benefits settled/advances paid |
-189 | -123 | -66 | |||||||||
Accruals |
1,716 | 1,651 | 65 | |||||||||
Cometa Fund, other pension funds |
-1,599 | -1,376 | -223 | |||||||||
Post-employment benefits - Substitute tax on revaluation |
0 | -132 | 132 | |||||||||
Interest |
10 | 4 | 6 | |||||||||
Actuarial gain |
-71 | -3 | -68 | |||||||||
|
|
|
|
|
|
|||||||
TOTAL |
1,296 | 1,442 | -146 | |||||||||
|
|
|
|
|
|
The main actuarial assumptions used in determining the present value of post-employment benefits are set out below:
31/12/2022 |
31/12/2021 | |||
Actual mortality rate | RG48 tables determined by the State general accountant | RG48 tables determined by the State general accountant | ||
Actual invalidity rate | INPS disability/invalidity tables | INPS disability/invalidity tables | ||
Rate of early terminations (dismissals and resignations) |
Constant annual average rate of 5% | Constant annual average rate of 5% | ||
Rate of requests for advances of post-employment benefits |
- Constant annual average rate of 3%
- Average amount of 70% of post-employment benefits accrued |
- Constant annual average rate of 3%
- Average amount of 70% of post-employment benefits accrued | ||
Annual technical discount rate | 3.6% - iBoxx index Eur Corporate AA 10 | 1% - iBoxx index Eur Corporate AA 10+ | ||
Annual future inflation rate | 2.50% | 1.50% | ||
Pension dates | In line with ruling legislation | In line with ruling legislation | ||
Annual increase in post-employment benefits | Fixed rate of 3.38% plus 75% of the inflation rate noted by ISTAT for December of the previous year | Fixed rate of 2.63% plus 75% of the inflation rate noted by ISTAT for December of the previous year |
The occurrence of reasonably possible changes in the actuarial assumptions at 31 December 2022 and 2021 would have impacted the defined benefit obligations by the amounts shown below:
2021 sensitivity analysis |
||||||||
(000) | Defined benefit obligation | |||||||
+ | - | |||||||
Annual discount rate (+/- 0.50%) |
959 | 999 | ||||||
Annual inflation rate (+/- 0.25%) |
991 | 967 | ||||||
Annual turnover rate (+/- 2.00%) |
978 | 979 | ||||||
2022 sensitivity analysis |
||||||||
(000) | Defined benefit obligation | |||||||
+ | - | |||||||
Annual discount rate (+/- 0.50%) |
890 | 922 | ||||||
Annual inflation rate (+/- 0.25%) |
915 | 896 | ||||||
Annual turnover rate (+/- 2.00%) |
907 | 906 |
The number of employees by category at the reporting date and the average for the year is set out below:
39
Workforce |
31/12/2020 | Incoming | Outgoing | Other changes |
Reclassifications | 31/12/2021 | 2021 average | |||||||||||||||||||||
Blue collars |
227 | 11 | -18 | 0 | 0 | 220 | 224 | |||||||||||||||||||||
White collars |
589 | 108 | -104 | -1 | -1 | 591 | 590 | |||||||||||||||||||||
Junior managers |
90 | 7 | -9 | 0 | -12 | 76 | 83 | |||||||||||||||||||||
Managers |
32 | 5 | -9 | 0 | 13 | 41 | 37 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
938 | 131 | -140 | -1 | 0 | 928 | 933 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Workforce |
31/12/2021 | Incoming | Outgoing | Other changes |
Reclassifications | 31/12/2022 | 2022 average | |||||||||||||||||||||
Blue collars |
220 | 22 | -14 | -20 | -4 | 204 | 212 | |||||||||||||||||||||
White collars |
591 | 140 | -132 | 1 | -2 | 598 | 595 | |||||||||||||||||||||
Junior managers |
76 | 8 | -14 | 15 | 5 | 90 | 83 | |||||||||||||||||||||
Managers |
41 | 4 | -9 | 4 | 1 | 41 | 41 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
928 | 174 | -169 | 0 | 0 | 933 | 931 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[3.15] Current and non-current financial liabilities
Non-current financial liabilities, amounting to 10,165 thousand at 31 December 2022, comprise the portion of loans and borrowings due after one year and are broken down as follows:
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Non-current bank loans and borrowings |
363 | 746 | 1,379 | -383 | -633 | |||||||||||||||
Non-current bank loans and borrowings (due after five years) |
2 | 0 | 41 | 2 | -41 | |||||||||||||||
Bonds |
0 | 272,556 | 271,136 | -272,556 | 1,420 | |||||||||||||||
Other financial liabilities |
5,248 | 5,848 | 8,279 | -600 | -2,431 | |||||||||||||||
Lease liabilities as per IFRS 16 |
4,552 | 4,423 | 6,573 | 129 | -2,150 | |||||||||||||||
Derivatives |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
10,165 | 283,573 | 287,407 | -273,408 | -3,834 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Current financial liabilities, amounting to 336,659 thousand, comprise the current portion of loans and borrowings and are broken down as follows:
31/12/2022 | 31/12/2021 | 01/01/2021 | Variation 2022 vs 2021 |
Variation 2021 vs 2020 |
||||||||||||||||
Credit cards |
383 | 47,000 | 40,000 | -46,617 | 7,000 | |||||||||||||||
Advances on exports |
0 | 7,771 | 14,817 | -7,771 | -7,046 | |||||||||||||||
Current bank loans and borrowings |
54,000 | 3,518 | 3,384 | 50,482 | 134 | |||||||||||||||
Non-current bank loans and borrowings |
386 | 1,346 | 1,318 | -960 | 28 | |||||||||||||||
Bonds - current portion |
274,039 | 882 | 909 | 273,157 | -27 | |||||||||||||||
Accrued expenses on bonds - due within one year |
1,979 | 0 | 0 | 1,979 | 0 | |||||||||||||||
Accrued financial expense - due within one year |
298 | 401 | 405 | -103 | -4 | |||||||||||||||
Loans and borrowings with other financial backers |
2,310 | 280 | 211 | 2,030 | 69 | |||||||||||||||
Lease liabilities as per IFRS 16 |
3,265 | 338 | 112 | 2,927 | 226 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
336,659 | 61,536 | 61,156 | 275,123 | 380 | |||||||||||||||
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Current financial liabilities chiefly include the bonds issued by Limacorporate S.p.A. in 2017 equal to 274,039 thousand at the reporting date. They are senior secured bonds redeemable in 2023 for a total nominal amount of 275 million. The bonds were initially recognised at fair value, net of directly related costs, and measured at amortised cost applying the effective interest rate method.
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The bonds have coupons based on the 3-month Euribor plus a 3.75% spread, with a Euribor floor threshold of 0.00%. They are listed on the Euro MTF market of the Luxembourg Stock Exchange and the professional section of the ExtraMOT market of the Italian Stock Exchange.
The coupons mature every three months on 15 February, 15 May, 15 August and 15 November each year starting from 15 November 2017.
The following guarantees were issued in relation to the bonds:
| pledge on the shares of Limacorporate S.p.A.; |
| pledge on the shares of some subsidiaries; |
| pledge on some of the current accounts of the parent and some subsidiaries; |
| special lien on plant, machinery and other items of property, plant and equipment of the parent; |
| lien on certain categories of assets of some subsidiaries; |
| guarantees on some categories of assets of the parent and some subsidiaries. |
In relation to the refinancing put in place in 2017, as well as the issue of bonds, Limacorporate also finalised an agreement for a new super senior revolving credit facility for a maximum of 60 million. It may also be used partially, in several instalments with set repayment terms. If the financial covenants are complied with, the interest rate is the same as the bonds, i.e., 3-month Euribor plus a 3.75% spread, with a Euribor floor threshold of 0.00%.
The same guarantees provided for the issue of the bonds were granted for this revolving credit facility; specifically:
| pledge on the shares of Limacorporate S.p.A.; |
| pledge on the shares of some subsidiaries; |
| pledge on some of the current accounts of the parent and some subsidiaries; |
| special lien on plant, machinery and other items of property, plant and equipment of the parent; |
| lien on certain categories of assets of some subsidiaries; |
| guarantees on some categories of assets of the parent and some subsidiaries. |
At the reporting date, 54 million of the revolving facility was used (31 December 2021: 47 million).
If more than 35% of the available amount of the revolving facility is used (i.e., draw-downs exceeding 21 million), a covenant related to the ratio of super senior net debt (the amount drawn down from the revolving facility net of liquid funds) to consolidated gross operating profit (as defined in the loan agreement), which cannot exceed 1.83, is activated under the terms of the contract. Such covenant was complied with at 31 December 2022.
On 3 February 2023, the parent issued new senior secured bonds redeemable in February 2028 for a total nominal amount of 295 million. In addition to the bond issue, the parent also signed a new super senior revolving facility for a maximum of 65 million expiring in November 2027.
On 9 March 2023, the parent privately placed additional notes with the same terms and conditions as the bonds, for an amount of 15 million.
The pre-existing bonds and super senior revolving facility were fully redeemed and repaid.
The bonds have coupons based on the 3-month Euribor plus a 5.75% spread, with a Euribor floor threshold of 0.00%. They are listed on the Euro MTF market of the Luxembourg Stock Exchange.
The completion of the refinancing also saw a significant capital injection of 46,295 thousand by the parents shareholder.
The management, after having carefully assessed, and positively considered, the effects of the actions in progress have the reasonable expectation that the Company may continue to operate in the foreseeable future, consequently the management have prepared the financial statements as at 31 December 2022 on a going concern basis.
Non-current financial liabilities include loans and borrowings from other financial backers (185 thousand) related to the amount due in 2024 for the acquisition of a business unit from the groups Sicilian distributor.
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On 25 September 2017, the parent entered into an agreement with the agency MT Ortho to acquire its business unit comprising the components organised for the marketing, sale and after-sales assistance of Lima medical devices in Sicily and Calabria. Specifically, the business unit included:
| ongoing supply contracts with the healthcare facilities; |
| supply contracts under negotiation; |
| goodwill. |
The consideration of 3.7 million was to be paid as follows:
| 740 thousand when the contract was signed; |
| 2,960 thousand in six annual instalments (from 2018 to 2023), the payment of which depends on whether a certain level of sales is maintained in the region until the payment is complete. |
The agreement was renegotiated in late 2020, accelerating the payment of the remaining 2021 instalments of 1,645 thousand against a 20 thousand decrease in the liability and the renegotiation of the commissions in the area.
Loans and borrowings from other financial backers also include amounts yet to be paid in relation to the acquisition of TechMah Medical LLC (contingent consideration). The difference on the previous year end is taken to profit or loss under financial income.
The caption also includes the non-current portion of the medium/long-term loans taken out by the parent for the SICAT and IAREPAM projects and by some branches in relation to the relief available for the Covid-19 pandemic, detailed as follows:
Description |
Company | Original amount |
Rate |
Expiry date |
Residual amount at 01/01/2021 |
Guarantee | ||||||||||||||||
SICAT sustainable growth fund 1st progress report |
Limacorporate S.p.A. | 274 | Fixed | 30/06/2026 | 190 | None | ||||||||||||||||
SICAT sustainable growth fund 2nd progress report |
Limacorporate S.p.A. | 339 | Fixed | 30/06/2026 | 251 | None | ||||||||||||||||
Covid-19 subsidised loan |
Lima France | 500 | Fixed | 31/05/2024 | 500 | |
Government guarantee |
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Covid-19 subsidised loan |
Lima Austria | 200 | 0% until August 2022, then a floating loan |
31/12/2024 | 200 | None | ||||||||||||||||
Covid-19 subsidised loan |
Lima Switzerland | 407 | Fixed | 31/03/2025 | 407 | None | ||||||||||||||||
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Total |
1,720 | 1,548 | ||||||||||||||||||||
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Description |
Company | Original amount |
Rate |
Expiry date |
Residual amount at 31/12/2021 |
Guarantee | ||||||||||||||||
SICAT sustainable growth fund 1st progress report |
Limacorporate S.p.A. | 274 | Fixed | 30/06/2026 | 156 | None | ||||||||||||||||
SICAT sustainable growth fund 2nd progress report |
Limacorporate S.p.A. | 339 | Fixed | 30/06/2026 | 206 | None | ||||||||||||||||
Covid-19 subsidised loan |
Lima France | 500 | Fixed | 31/05/2024 | 512 | |
Government guarantee |
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Covid-19 subsidised loan |
Lima Austria | 200 | 0% until August 2022, then a floating loan |
31/12/2024 | 150 | None | ||||||||||||||||
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