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Equity-method investees
12 Months Ended
Dec. 31, 2020
Disclosure Of Equity Method Investees [Abstract]  
Equity-method investees

11

Equity-method investees

Changes in the carrying amount of equity-method investees for the years ended December 31, 2020 and 2019 are analysed as follows.

 

 

 

Natuzzi

Trading

Shanghai

 

 

Nars

Miami

LLC

 

 

Salena

S.r.l.

 

 

Total

 

Balance as at December 31, 2018

 

 

40,133

 

 

 

87

 

 

 

 

 

 

40,220

 

Share of profit for the year

 

 

992

 

 

 

19

 

 

 

 

 

 

1,011

 

Share of other comprehensive income

 

 

111

 

 

 

 

 

 

 

 

 

111

 

Balance as at December 31, 2019

 

 

41,236

 

 

 

106

 

 

 

 

 

 

41,342

 

Share of profit for the year

 

 

1,455

 

 

 

 

 

 

 

 

 

1,455

 

Share of other comprehensive income

 

 

(365

)

 

 

(8

)

 

 

 

 

 

(373

)

Dividends received

 

 

(2,335

)

 

 

 

 

 

 

 

 

(2,335

)

Balance as at December 31, 2020

 

 

39,991

 

 

 

98

 

 

 

 

 

 

40,089

 

 

As at December 31, 2020 and 2019 equity-method investees include: (a) the 49% stake in the joint venture Natuzzi Trading Shanghai; (b) the 49% stake in the associate Nars Miami LLC; (c) the 49% interest in the associate Salena S.r.l., whose carrying value was totally impaired in 2014 in consideration of some legal disputes among shareholders.

All such investments are accounted for using the equity method.

(i) Disclosures on Natuzzi Trading (Shanghai) Co. Ltd., joint venture

On March 22, 2018, the Company signed a Joint Venture Agreement and a Share Purchase Agreement with Kuka Group (Kuka), a leading distributor of upholstered furniture in China. Such agreements, which aim to expand the Company’s retail network on the Chinese market, provide for an investment by Kuka in the Group of 65,000, of which: (a) a 35,000 capital injection into the subsidiary Natuzzi Trading (Shanghai) Co. Ltd. (Natuzzi Trading Shanghai), increasing the share capital of the latter, in exchange for a 27.46% interest; and (b) 30,000 for the purchase of an additional 23.54% interest in the subsidiary, Natuzzi Trading Shanghai, which was owned by Natuzzi.

Such agreements were finally completed on July 27, 2018, after obtaining the necessary authorizations and approvals. Following such agreements, the Company and Kuka own, respectively, a 49% and a 51% interest in Natuzzi Trading Shanghai.

Both the Joint Venture Agreement and the Share Purchase Agreement incorporated some conditions precedent, including: (a) the stipulation of a license contract between Natuzzi and Kuka for the use of the exclusive and permanent rights to Natuzzi trademarks, for a total consideration of 15,000; (b) the stipulation of the distribution contracts between Natuzzi and Kuka, in accordance with which Natuzzi Trading Shanghai is to exclusively distribute Natuzzi Italia and Natuzzi Editions branded products, to be purchased mainly by Natuzzi Group, through a network of directly-operated single-brand stores and franchises in China, as well as through online stores. Such contract was signed on March 22, 2018 and became effective on July 27, 2018.

Following the transaction, Natuzzi lost control over its former subsidiary Natuzzi Trading Shanghai, reducing its shareholding to 49%. At the date of loss of control, July 27, 2018, based on IFRS 10 paragraphs 25 and B98 of the Application Guidance, the Company has: (a) derecognised assets and liabilities of Natuzzi Trading Shanghai at their carrying amounts (net assets amounted to 2,613) at the date of loss of control; (b) recognised the fair value of the consideration received from Kuka of 30,000 for the transfer of a 23.54% interest in Natuzzi Trading Shanghai; (c) recognised the 49% retained interest in Natuzzi Trading Shanghai at its fair value, amounting to 48,024, at the date of the loss of control; (d) reclassified to profit or loss all the amounts recognised in other comprehensive income of Natuzzi Trading Shanghai; (e) recognised the resulting difference as a gain in the consolidated statement of profit or loss, in the amount of 75,411.

The fair value of the retained interest in Natuzzi Trading Shanghai, amounting to 48,024, has been estimated by applying a discounted earnings technique, and is based on significant inputs that are not observable in the market (level 3). The fair value estimate was based on an assumed discount rate of 14.25% and a terminal value calculated assuming a nil long-term growth rate.

The cash consideration paid by Kuka Group, amounting to 65,000, for the acquisition of the 51% stake in Natuzzi Trading Shanghai reflects the strategic factors associated with applicable synergies in relation to market, products and distribution for such counterparty. Since those factors were deemed to be specific to the counterparty, the Company has determined appropriate to estimate the fair value of the retained investment in Natuzzi Trading Shanghai upon the results of a third-party independent appraisal. The fair value was estimated in the amount of 48,024 and has appropriately taken into consideration the sensitivity factors included in the appraisal.

The fair values of the identifiable assets and liabilities of Natuzzi Trading Shanghai as at the date control was lost were the following:

 

Assets

 

 

 

 

Property, plant and equipment

 

541

 

Intangible assets

 

 

9,397

 

Other non-current assets

 

271

 

Deferred tax assets

 

167

 

Inventories

 

851

 

Trade receivables

 

243

 

Other current receivables

 

388

 

Restricted cash for capital contribution

 

 

35,000

 

Cash and cash equivalents

 

 

4,886

 

Total assets (a)

 

 

51,744

 

Liabilities

 

 

 

 

Deferred tax liabilities

 

 

2,349

 

Trade payables

 

992

 

Other payables

 

 

3,710

 

Liabilities for current income tax

 

31

 

Total liabilities (b)

 

 

7,082

 

Total identifiable net assets at fair value c = (a-b)

 

 

44,662

 

49% interest measured at fair value (c x 49%)

 

 

21,884

 

Goodwill arising on the transaction

 

 

26,140

 

Fair value of the retained 49% interest

 

 

48,024

 

 

Details of the net cash flows deriving from the transaction are as follows:

 

Cash received for the disposal of the 23.54% interest

 

 

30,000

 

Chinese withholding tax

 

 

(2,958

)

Cash and cash equivalents of Natuzzi Trading Shanghai

 

 

(4,886

)

Net cash flows as per cash flows statement

 

 

22,156

 

 

Until the date control was lost, Natuzzi Trading Shanghai contributed 13,500 of revenue and 1,603 to profit before tax of the Group.

The following table shows the reconciliation of the fair value of the retained interest in Natuzzi Trading Shanghai at the date of loss of control with the carrying amount as at December 31, 2018 included in the consolidated statement of financial position.

 

Fair value at the date of loss of control

 

 

 

 

 

 

48,024

 

Elimination of intercompany profit from licensing Natuzzi trademarks

 

 

 

 

 

 

(7,350

)

Group’s share of profit for the year

 

 

311

 

 

 

 

 

Elimination of amortisation of Natuzzi’s trademarks

 

 

153

 

 

 

 

 

Elimination of intercompany profit on inventories

 

 

(597

)

 

 

 

 

Amortisation of intangibles assets

 

 

(216

)

 

 

 

 

Reversal of deferred tax liabilities

 

 

54

 

 

 

 

 

Group’s share of loss for the year, net of equity method adjustments

 

 

(295

)

 

 

(295

)

Group’s share of other comprehensive income

 

 

 

 

 

 

(246

)

Carrying amount as at December 31, 2018

 

 

 

 

 

 

40,133

 

 

The elimination of the intercompany profit from licensing Natuzzi’s trademarks refers to the stipulation of a license contract between the Company and Natuzzi Trading Shanghai for the use of the exclusive and perpetual rights to Natuzzi’s trademarks for a cash consideration of 15,000. The Company concluded that such revenue from licensing its trademarks to Natuzzi Trading Shanghai has to be recognised over time as the transaction satisfies all the criteria in IFRS 15 B58 (“license with the right to access”) and to the extent of the unrelated investor’s (i.e., Kuka’s) interest in Natuzzi Trading Shanghai. Therefore, the Company while applying the equity method has eliminated the 49% intercompany profit arising from this transaction, in the amount of 7,350. Further, the Company has recorded the deferred revenue of 7,650 under contract liabilities (see note 22) and such amount is recognised in profit or loss over the useful life of the licensed trademarks.

The following table shows the reconciliation of the carrying amount of the retained interest in Natuzzi Trading Shanghai as at December 31, 2018 with the carrying amount as at December 31, 2019 included in the consolidated statement of financial position.

 

Carrying amount as at December 31, 2018

 

 

 

 

 

 

40,133

 

Group’s share of profit for the year

 

 

1,684

 

 

 

 

 

Elimination of amortisation of Natuzzi’s trademarks

 

 

368

 

 

 

 

 

Elimination of intercompany profit on inventories

 

 

(671

)

 

 

 

 

Amortisation of intangibles assets

 

 

(519

)

 

 

 

 

Reversal of deferred tax liabilities

 

 

130

 

 

 

 

 

Group’s share of profit for the year, net of equity method adjustments

 

992

 

 

 

992

 

Group’s share of other comprehensive income

 

 

 

 

 

 

111

 

Carrying amount as at December 31, 2019

 

 

 

 

 

 

41,236

 

 

The following table shows the reconciliation of the carrying amount of the retained interest in Natuzzi Trading Shanghai as at December 31, 2019 with the carrying amount as at December 31, 2020 included in the consolidated statement of financial position.

 

Carrying amount as at December 31, 2019

 

 

 

 

 

 

41,236

 

Group’s share of profit for the year

 

 

1,873

 

 

 

 

 

Elimination of amortisation of Natuzzi’s trademarks

 

 

367

 

 

 

 

 

Elimination of intercompany profit on inventories

 

 

(396

)

 

 

 

 

Amortisation of intangibles assets

 

 

(519

)

 

 

 

 

Reversal of deferred tax liabilities

 

 

130

 

 

 

 

 

Group’s share of profit for the year, net of equity method adjustments

 

 

1,455

 

 

 

1,455

 

Group’s share of other comprehensive income

 

 

 

 

 

 

(365

)

Dividends received

 

 

 

 

 

 

(2,335

)

Carrying amount as at December 31, 2020

 

 

 

 

 

 

39,991

 

 

Summarised financial information of the Joint Venture Natuzzi Trading Shanghai, based on its IFRS financial statements, and reconciliation with the carrying amount of the Group’s share in net assets and in profit or loss as reported in the consolidated financial statements are set out below.

Summarised statement of financial position of Natuzzi Trading Shanghai and Group’s share in net assets as at December 31, 2020 and 2019

 

 

 

31/12/20

 

 

31/12/19

 

 

Current assets

 

 

60,319

 

 

 

48,910

 

 

Non-current assets

 

 

20,197

 

 

 

23,166

 

 

Current liabilities

 

 

(38,427

)

 

 

(25,663

)

 

Non-current liabilities

 

 

(2,367

)

 

 

(5,004

)

 

Net Assets

 

 

39,722

 

 

 

41,409

 

 

Group’s share in net assets – 49%

 

 

19,463

 

 

 

20,290

 

 

Intangible assets

 

 

3,351

 

 

 

3,870

 

 

Goodwill

 

 

26,140

 

 

 

26,140

 

 

Elimination of intercompany profit from licensing Natuzzi’s trademarks

 

 

(6,462

)

 

 

(6,829

)

 

Elimination of intercompany profit on inventories

 

 

(1,664

)

 

 

(1,268

)

 

Deferred tax liabilities

 

 

(837

)

 

 

(967

)

 

Group’s carrying amount of interest

 

 

39,991

 

 

 

41,236

 

 

 

As at December 31, 2020 and 2019 cash and cash equivalents, bank overdrafts and borrowings, lease liabilities current and non-current are set out below.

 

 

 

31/12/20

 

 

31/12/19

 

 

Cash and cash equivalents

 

 

43,668

 

 

 

37,049

 

 

Bank overdrafts and borrowings

 

 

 

 

 

 

 

Lease liabilities current

 

 

(2,432

)

 

 

(1,982

)

 

Lease liabilities non-current

 

 

(2,367

)

 

 

(5,004

)

 

Total, net

 

 

38,869

 

 

 

30,063

 

 

 

Summarised statement of profit or loss of Natuzzi Trading Shanghai and Group’s share of profit for the year ended December 31, 2020, 2019 and for the period July 27, 2018 – December 31, 2018

 

 

 

2020

 

 

2019

 

 

2018

 

Revenue

 

 

62,023

 

 

 

52,714

 

 

 

13,836

 

Cost of sales

 

 

(37,414

)

 

 

(33,754

)

 

 

(8,197

)

Other income and expenses, net

 

 

(413

)

 

 

41

 

 

 

919

 

Selling expenses

 

 

(17,685

)

 

 

(13,570

)

 

 

(5,141

)

Administrative expenses

 

 

(2,185

)

 

 

(1,883

)

 

 

(632

)

Net finance income

 

 

864

 

 

 

1,194

 

 

 

350

 

Profit before tax

 

 

5,190

 

 

 

4,742

 

 

 

1,135

 

Income tax expense

 

 

(1,368

)

 

 

(1,304

)

 

 

(500

)

Profit for the period

 

 

3,822

 

 

 

3,438

 

 

 

635

 

Other comprehensive profit/(loss)

 

 

(744

)

 

 

227

 

 

 

(503

)

Total comprehensive profit for the period

 

 

3,078

 

 

 

3,665

 

 

 

132

 

Group’s share of profit for the period – 49%

 

 

1,873

 

 

 

1,684

 

 

 

311

 

Elimination of amortisation of Natuzzi’s trademarks

 

 

367

 

 

 

368

 

 

 

153

 

Elimination of intercompany profit on inventories

 

 

(396

)

 

 

(671

)

 

 

(597

)

Amortisation of intangible assets

 

 

(519

)

 

 

(519

)

 

 

(216

)

Deferred tax liabilities

 

 

130

 

 

 

130

 

 

 

54

 

Group’s share of profit/(loss), net of equity method adj.

 

 

1,455

 

 

 

992

 

 

 

(295

)

Group’s share of other comprehensive income/(loss) for the period

 

 

(365

)

 

 

111

 

 

 

(246

)

Group’s share of total comprehensive income/(loss) for the period

 

 

1,090

 

 

 

1,103

 

 

 

(541

)

Dividends received by the Group

 

 

2,335

 

 

 

 

 

 

 

 

 

For the years ended December 31, 2020, 2019 and for the period July 27, 2018 – December 31, 2018, depreciation and amortization, interest income, interest expense and income tax expense are set below.                    

 

 

2020

 

 

2019

 

 

July 27, 2018 -

Dec. 31, 2018

 

Depreciation and amortization

 

 

4,106

 

 

 

2,916

 

 

 

427

 

Interest income

 

 

1,256

 

 

 

1,419

 

 

 

356

 

Interest expense

 

 

392

 

 

 

257

 

 

 

13

 

Income tax expense

 

 

1,368

 

 

 

1,304

 

 

 

500

 

 

(ii) Disclosures on Nars Miami LLC, associate

Nars Miami LLC, an immaterial associate, is engaged in the sale of the Group’s upholstery furniture and home furnishings accessories to end customers, under a franchisee agreement. The principal place of business of such associate is in Miami, Florida (USA).