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CIR Group

Earnings Release Mar 12, 2018

4434_bfr_2018-03-12_cb7f3ebe-e251-45f0-abae-22675c2d72dc.pdf

Earnings Release

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Informazione
Regolamentata n.
0097-30-2018
Data/Ora Ricezione
12 Marzo 2018
17:14:23
MTA
Societa' : COFIDE
Identificativo
Informazione
Regolamentata
: 100040
Nome utilizzatore : COFIDEN03 - Speciale
Tipologia : 1.1
Data/Ora Ricezione : 12 Marzo 2018 17:14:23
Data/Ora Inizio
Diffusione presunta
: 12 Marzo 2018 17:14:24
Oggetto : € 2,796.7 million (+6.7%) COFIDE Group: revenues higher in 2017 at
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Board of Directors approves results as of December 31 2017

COFIDE GROUP: REVENUES HIGHER IN 2017 AT € 2,796.7 MLN (+6.7%) EBITDA AT € 289 MLN (+12.4%) DIVIDEND OF € 0.014 PER SHARE

Highlights from results for 2017

(in millions of €)
2016 2017 Δ%
Revenues 2,620.7 2,796.7 +6.7%
EBITDA 257.1 289 +12.4%
Net result 21.2 (3.0)
Net debt (end of period) 166.9 303.6

Milan, March 12 2018 - The Board of Directors of COFIDE-Gruppo De Benedetti S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed financial statements and the consolidated financial statements for the year ended December 31 2017. The Board also approved the consolidated Non-Financial Statement (NFS) for the year 2017, in compliance with the terms of Legislative Decree no. 254/2016.

COFIDE is the controlling shareholder of CIR-Compagnie Industriali Riunite S.p.A., the company at the head of an industrial group active mainly in the automotive components sector (Sogefi), in media (GEDI Gruppo Editoriale) and in healthcare (KOS). The COFIDE group also has financial investments in Jargonnant, the private equity fund specializing in real estate assets, and in Three Hills Decalia, the investment fund that supports the growth of small and medium enterprises in Europe.

Consolidated results and results of the parent company

The revenues of the COFIDE group for 2017 totalled € 2,796.7 million, and were up by 6.7% from € 2,620.7 million in 2016.

EBITDA came in at € 289 million (10.3% of sales revenues), up by 12.4% compared to € 257.1 million (9.8% of sales) in 2016. The figure benefited from the higher EBITDA of the CIR group.

In 2017 the COFIDE group reported a net loss of € 3 million compared to net income of € 21.2 million in 2016. The result was determined by the negative contribution of the subsidiary CIR of € 3.3 million (positive for € 18.4 million in 2016) and by the positive contribution of the parent company of the group COFIDE S.p.A. for € 0.3 million (positive for € 2.8 million in 2016). CIR reported a consolidated net loss of € 5.9 million compared to earnings of € 33.8 million in the previous year, as an effect of the tax charge of an extraordinary nature incurred by the subsidiary GEDI for the settlement of a dispute pending in the Court of Cassation for events going back to 1991. The impact of this charge pro-rata on the net result of CIR was a negative € 65.5 million. Excluding this charge, the consolidated net result of the COFIDE group would have been a positive € 33.3 million.

The consolidated net financial debt of the COFIDE group amounted to € 303.6 million at December 31 2017 versus € 166.9 million at December 31 2016. The difference was due mainly to the disbursement made by GEDI to settle its tax dispute (€ 140.2 million).

The net financial debt of the parent company COFIDE S.p.A. stood at € 31.1 million at December 31 2017 (€ 23.3 million at December 31 2016). The increase was due mainly to the buyback of own shares (€ 11.4 million).

Total equity amounted to € 1,480.8 million at December 31 2017, down from € 1,506.9 million at December 31 2016.

The equity of the group stood at € 524.7 million at December 31 2017, down from € 563.4 million at December 31 2016. The change was mainly due to the loss for the year (€ 3 million), to the dilution in GEDI (€ 14.5 million), resulting from the merger of the ITEDI group, the distribution of dividends (€ 10.1 million) and the buyback of own shares (€ 11.4 million).

The equity of the parent company of the group COFIDE S.p.A. amounted to € 562.2 million at December 31 2017, unchanged from the end of 2016. The equity increased with the result for the year of € 14.2 million and the change in the fair value reserve of € 7.3 million and decreased with the distribution of dividends of € 10.1 million and the buyback of own shares for € 11.4 million.

The value of the investment in the Jargonnant fund was € 3.6 million at December 31 2017 compared to € 6.3 million at the end of 2016, following distributions and repayments of capital. The COFIDE group has also invested in the Three Hills Decalia fund, which specializes in small and medium enterprises in Europe: the value of the investment at December 31 2017 was € 6.6 million (€ 5.6 million at the end of 2016).

At December 31 2017 the COFIDE group had 15,885 employees (14,329 at December 31 2016).

Outlook for the year 2018

Regarding the performance of the COFIDE group in 2018, in the components sector the process of development is expected to continue producing a higher result, despite the further increase in the cost of steel; in the media sector the evidence available today does not allow us to forecast any significantly different market evolution than that of 2017. The group will be committed to achieving all the advantages deriving from the merger with ITEDI with action aimed at preserving profitability in a difficult market; in healthcare there is expected to be a rise in sales revenues and profit margins and business development will continue particularly in Italy both externally (acquisitions) and internally (greenfield development projects).

Proposed dividend

The Board of Directors has decided to put before the Annual General Meeting of the Shareholders a proposed dividend of € 0.014 per share, unchanged from last year. The dividend will be paid out on June 13 2018 with detachment of coupon no. 32 on June 11 and record date June 12.

Annual General Meeting of the Shareholders

The Annual General Meeting of the Shareholders has been convened for April 26 2018 at the first call and for April 27 2018 at the second call. At today's meeting the Board resolved:

• To put before the Shareholders' Meeting a motion to cancel and renew the Board's authorization for a period of 18 months to buy back a maximum of 70 million of the Company's own shares at a unit price that cannot be more than 10% higher or lower than the benchmark price recorded by the shares on regulated markets on the trading day preceding each single buyback transaction or the date on which the price is fixed. In any case, when the shares are bought back in the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the highest current independent bid price on the same market, in compliance with what is set out in EU Delegated Regulation no. 2016/1052. The main reasons why this authorization is being renewed are: to fulfil the obligations resulting from possible stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of COFIDE or its subsidiaries; to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; to have a portfolio of own shares to use as consideration in any possible extraordinary transactions, even those involving an exchange of equity holdings with other entities within the scope of transactions of interest to the Company (a so-called "stock of securities"); to support market liquidity of the shares; to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European or domestic rules, and with the procedures established therein.

The Board of Directors also voted to submit to the Annual General Meeting of the Shareholders, in an extraordinary session:

  • The proposal to amend Art. 11 of the Company Bylaws in order to eliminate the clause stating that a list filed for the election of the members of the Board of Directors by Shareholders representing less than 20% of the share capital may not contain more than three candidates;
  • The proposal to renew the authorization of the Board to increase the share capital up to a maximum of € 250 million and to issue convertible bonds within the limits prescribed by law.

***

For further details about the results of the subsidiary CIR, see the press release published by the company today (goo.gl/LFD1Hr).

***

The executive responsible for the preparation of the company's financial statements, Giuseppe Gianoglio, hereby declares, in compliance with the terms of paragraph 2 Article 154 bis of the Finance Consolidation Act (TUF), that the figures contained in this press release correspond to the results documented in the company's accounts and general ledger.

***

Contacts: CIR Group Communication Department Mariella Speciale Tel.: +39 02 722701 e-mail: [email protected] www.cofide.it

Alternative performance indicators

Below the meaning and content are given of the "alternative performance indicators", not envisaged by IFRS accounting standards but used in this press release to provide a better evaluation of the economic and financial performance of the COFIDE group.

***

  • EBITDA (gross operating margin): an indicator of operating performance calculated by adding "amortization, depreciation and write-downs" to the "operating result";
  • Consolidated net financial debt: an indicator of the financial structure of the group; it is the algebraic sum of financial receivables, securities, available-for-sale financial assets and cash and cash equivalents in current assets, of bonds and other borrowings in non-current liabilities, and of bank overdrafts, bonds and other borrowings in current liabilities.

Attached are key figures from the consolidated statement of financial position and income statement

Statement of Financial Position

(in thousands of euro)
NON-CURRENT ASSETS
2,220,109
2,070,459
INTANGIBLE ASSETS
1,138,329
988,003
TANGIBLE ASSETS
691,148
671,159
INVESTMENT PROPERTY
19,434
20,144
INVESTMENTS CONSOLIDATED USING THE EQUITY METHOD
125,181
129,987
OTHER EQUITY INVESTMENTS
12,249
5,323
OTHER RECEIVABLES
56,874
79,099
of which with related parties ()
--
1,644
SECURITIES
79,511
85,009
DEFERRED TAX ASSETS
97,383
91,735
CURRENT ASSETS
1,347,959
1,349,077
INVENTORIES
139,072
137,406
CONTRACTED WORK IN PROGRESS
36,536
40,947
TRADE RECEIVABLES
472,614
414,246
of which with related parties (
)
1,677
1,542
OTHER RECEIVABLES
105,207
92,863
of which with related parties ()
105
105
FINANCIAL RECEIVABLES
38,986
30,183
SECURITIES
57,228
66,157
AVAILABLE-FOR SALE FINANCIAL ASSETS
235,251
234,012
CASH AND CASH EQUIVALENTS
263,065
333,263
ASSETS HELD FOR DISPOSAL
3,418
3,418
TOTAL ASSETS
3,571,486
3,422,954
LIABILITIES AND SHAREHOLDERS' EQUITY
31.12.2017
31.12.2016
SHAREHOLDERS' EQUITY
1,480,773
1,506,896
SHARE CAPITAL
350,011
359,605
RESERVES
79,861
95,041
RETAINED EARNINGS (LOSSES)
97,758
87,519
NET INCOME (LOSS) FOR THE YEAR
(2,966)
21,249
EQUITY OF THE GROUP
524,664
563,414
MINORITY SHAREHOLDERS' EQUITY
956,109
943,482
NON-CURRENT LIABILITIES
1,033,504
975,300
BONDS
365,112
283,742
OTHER BORROWINGS
281,863
311,815
OTHER PAYABLES
6,829
15,175
DEFERRED TAX LIABILITIES
171,068
149,833
PERSONNEL PROVISIONS
139,735
131,058
PROVISIONS FOR RISKS AND LOSSES
68,897
83,677
CURRENT LIABILITIES
1,057,209
940,758
BANK LOANS
17,551
12,771
BONDS
20,168
20,980
OTHER BORROWINGS
213,458
201,179
TRADE PAYABLES
469,451
433,354
of which to related parties (
)
1,830
2,189
OTHER PAYABLES
265,337
199,697
PROVISIONS FOR RISKS AND LOSSES
71,244
72,777
LIABILITIES HELD FOR DISPOSAL
--
--
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
3,571,486
3,422,954
ASSETS 31.12.2017 31.12.2016

Income Statement

(in thousands of euro)

2017 2016
REVENUES 2,796,698 2,620,680
CHANGE IN INVENTORIES (4,268) 5,460
COSTS FOR THE PURCHASE OF GOODS (1,046,116) (988,180)
COSTS FOR SERVICES (674,459) (614,406)
of which from related parties (*) (2,573) (6,272)
PERSONNEL COSTS (732,661) (712,409)
OTHER OPERATING INCOME 30,907 26,812
of which from related parties (*) 1,949 1,778
OTHER OPERATING COSTS (81,059) (80,853)
of which with related parties (*) -- --
AMORTIZATION, DEPRECIATION AND WRITE-DOWNS (136,176) (129,277)
OPERATING RESULT 152,866 127,827
FINANCIAL INCOME 9,594 13,058
of which from related parties (*) 3 15
FINANCIAL EXPENSE (59,810) (61,352)
DIVIDENDS 5,373 11,557
GAINS FROM TRADING SECURITIES 26,391 16,582
LOSSES FROM TRADING SECURITIES (156) (668)
PART OF INCOME (LOSS) OF INVESTMENTS CONSOLIDATED
USING THE EQUITY METHOD (524) 849
ADJUSTMENTS TO THE VALUE OF FINANCIAL ASSETS (3,998) 3,827
RESULT BEFORE TAXES 129,736 111,680
INCOME TAXES (180,718) (53,192)
RESULT FROM OPERATIONS DESTINED TO CONTINUE (50,982) 58,488
NET INCOME (LOSS) FROM ASSETS HELD FOR DISPOSAL 7,594 2,000
NET INCOME (LOSS) FOR THE YEAR INCLUDING MINORITY INTERESTS (43,388) 60,488
- NET LOSS (INCOME) OF MINORITY INTERESTS 40,422 (39,239)
- NET INCOME (LOSS) OF THE GROUP (2,966) 21,249
BASIC EARNINGS (LOSS) PER SHARE (in euro) (0.0042) 0.0295
DILUTED EARNINGS (LOSS) PER SHARE (in euro) (0.0042) 0.0295

Cash Flow Statement

(in thousands of euro)

2017 2016
OPERATING ACTIVITY
RESULT OF OPERATIONS DESTINED TO CONTINUE (50,982) 58,488
ADJUSTMENTS:
AMORTIZATION, DEPRECIATION AND WRITE-DOWNS 136,176 129,277
ADJUSTMENT FOR INVESTMENTS CONSOLIDATED AT EQUITY 4,806 2,356
ACTUARIAL VALUATION OF STOCK OPTION/STOCK GRANT PLANS 3,430 4,242
CHANGE IN PERSONNEL PROVISIONS/PROVISIONS FOR RISKS AND LOSSES (37,324) (2,952)
ADJUSTMENTS TO THE VALUE OF FINANCIAL ASSETS 3,998 (3,827)
LOSSES (GAINS) ON SALE OF CAPITAL ASSETS (22,877) (20,966)
INCREASE (REDUCTION) IN NON-CURRENT RECEIVABLES/PAYABLES (4,508) 38,417
(INCREASE) REDUCTION IN NET WORKING CAPITAL 45,502 8,041
CASH FLOWS FROM OPERATING ACTIVITY 78,221 213,076
of which:
- interest received (paid) (32,945) (33,133)
- income tax payments (30,908) (19,320)
INVESTMENT ACTIVITY
PRICE PAID FOR BUSINESS COMBINATIONS (43,948) (9,861)
NET FINANCIAL POSITION OF ACQUIRED COMPANIES 9,983 53
(PURCHASE) SALE OF MINORITY SHAREHOLDINGS -- (64,330)
(PURCHASE) SALE OF SECURITIES 8,143 87,025
SALE OF CAPITAL ASSETS 14,223 23,636
PURCHASE OF CAPITAL ASSETS (136,158) (123,874)
CASH FLOWS FROM INVESTMENT ACTIVITY (147,757) (87,351)
FINANCING ACTIVITY
INFLOWS FROM CAPITAL INCREASES 1,546 11,487
OTHER CHANGES IN EQUITY (443) (212)
DRAWDOWN/(EXTINGUISHMENT) OF OTHER FINANCIAL PAYABLES/RECEIVABLES 37,319 (47,574)
PURCHASE OF THE GROUP'S OWN SHARES (25,421) (19,387)
DIVIDENDS PAID (29,860) (44,673)
CASH FLOWS FROM FINANCING ACTIVITY (16,859) (100,359)
INCREASE (REDUCTION) IN NET CASH AND CASH EQUIVALENTS – CONTINUING
OPERATIONS (86,395) 25,366
CASH FLOW/NET CASH AND CASH EQUIVALENTS AT START OF YEAR – ASSETS
HELD FOR DISPOSAL
11,417 2,000
NET CASH AND CASH EQUIVALENTS AT START OF YEAR 320,492 293,126
NET CASH AND CASH EQUIVALENTS AT END OF YEAR 245,514 320,492

Statement of changes in Shareholders' Equity

Attributable to the Shareholders of the parent company
Net income Minority Total
Issued less Share Reserves Retained (losses) Total Interests
(in thousands of euro) own earnings
Capital shares Capital (losses) for the year
BALANCE AT DECEMBER 31 2015 359,605 -- 359,605 110,571 78,901 18,687 567,764 1,005,314 1,573,078
Capital increases -- -- -- -- -- -- -- 11,487 11,487
Dividends to Shareholders -- -- -- -- (10,069) -- (10,069) (34,604) (44,673)
Retained earnings -- -- -- 18,687 (18,687) -- -- --
Effects of equity changes in subsidiaries -- -- -- (12,258) -- -- (12,258) (73,323) (85,581)
Comprehensive result for the year
Fair value measurement of hedging instruments -- -- -- 486 -- -- 486 1,091 1,577
Fair value measurement of securities -- -- -- (274) -- -- (274) 2,351 2,077
Securities fair value reserve released to income
statement
-- -- -- (314) -- -- (314) (260) (574)
Effects of equity changes in subsidiaries -- -- -- 92 -- -- 92 188 280
Currency translation differences -- -- -- 751 -- -- 751 852 1,603
Actuarial gains (losses) -- -- -- (4,013) -- -- (4,013) (8,853) (12,866)
Result for the year -- -- -- -- 21,249 21,249 39,239 60,488
Total comprehensive result for the year -- -- -- (3,272) -- 21,249 17,977 34,608 52,585
BALANCE AT DECEMBER 31 2016 359,605 -- 359,605 95,041 87,519 21,249 563,414 943,482 1,506,896
Capital increases -- -- -- -- -- -- -- 85,198 85,198
Dividends to Shareholders -- -- -- (10,069) -- (10,069) (19,791) (29,860)
Retained earnings -- -- -- 941 20,308 (21,249) -- -- --
Adjustment for own-share transactions -- (9,594) (9,594) (1,770) -- -- (11,364) -- (11,364)
Effects of equity changes in subsidiaries -- -- -- (13,099) -- -- (13,099) 1,274 (11,825)
Comprehensive result for the year
Fair value measurement of hedging instruments -- -- -- 980 -- -- 980 2,146 3,126
Fair value measurement of securities -- -- -- 6,689 -- -- 6,689 (426) 6,263
Securities fair value reserve released to income
statement
-- -- -- (852) -- -- (852) (685) (1,537)
Effects of equity changes in subsidiaries -- -- -- (220) -- -- (220) (428) (648)
Currency translation differences -- -- -- (8,450) -- -- (8,450) (15,458) (23,908)
Actuarial gains (losses) -- -- -- 601 -- -- 601 1,219 1,820
Result for the year -- -- -- -- -- (2,966) (2,966) (40,422) (43,388)
Total comprehensive result for the year -- -- -- (1,252) -- (2,966) (4,218) (54,054) (58,272)
BALANCE AT DECEMBER 31 2017 359,605 (9,594) 350,011 79,861 97,758 (2,966) 524,664 956,109 1,480,773

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