Cembre

The Board of Directors of the Brescia-based company approves the draft financial statements and the consolidated financial statements at 12/31/2019

CEMBRE (STAR): The Board proposes a €0.90 dividend per share
Consolidated sales amounted to €146.3 million (+1.5%)
Consolidated net profit amounted to €21.7 million

11/03/2020

(Brescia, March 11, 2020, h 03:46 pm)

  • Consolidated net financial position positive for €5.6 million
  • Ordinary Shareholders’ Meeting called on April 22
  • Requisites for the independence of “Independent Directors” were assessed
  • The Shareholders’ Meeting called for April 22 will be required to resolve on the request for authorisation to purchase and dispose of own shares
 

 

(euro ‘000)

2019

Margin %

2018

Margin %

change

Consolidated revenues from sales

146,296

100

144,096

100

1.5%

Consolidated gross operating result

37,098

25.4

35,650

24.7

4.1%

Consolidated operating result

27,181

18.6

28,496

19.8

-4.6%

Consolidated pre-tax result

26,937

18.4

28,365

19.7

-5.0%

Consolidated net result

21,690

14.8

22,736

15.8

-4.6%

Consolidated net financial position

5,562

 

7,531

 

 

 

Brescia, March 11, 2020 - The Board of Directors of Cembre S.p.A., – a company listed on the STAR segment of the Milan Stock Exchange and one of the largest European manufacturers of electrical connectors and tools for their installation, met today, chaired by its Chairman and Chief Executive Officer Giovanni Rosani, approved the draft financial statements and the consolidated financial statements as at December 31, 2019.

With regard to Corporate Governance, the Board, having acknowledged the declarations issued by the Independent Directors and on the basis of the information in its possession, ascertained the satisfaction of the independence requirements – pursuant to article 148, paragraph 3, of Legislative Decree 58/1998, as referred to by art. 147-ter, paragraph 4 of Legislative Decree 58/1998 and art. 3 of the Code of Corporate Governance issued by the Corporate Governance Committee - relating to them.

The Board of Directors of Cembre also resolved to propose to the Shareholders’ Meeting called on April 22, 2020 (May 20 on second call, if necessary), the distribution of a dividend of €0.90 for each of the shares in circulation, according to the following calendar: ex-dividend date June 1, 2020; record date June 2, 2020 and payment date June 3, 2020.

In 2019, consolidated revenues amounted to €146.3 million, up 1.5% on €144.1 million at the end of 2018.

In 2019, Group sales in Italy amounted to €58.5 million, down by 0.9% on the previous year; revenues in the rest of Europe increased by 9.8% to €68.8 million, while sales in non-European markets decreased by 15.0% to €19.1 million. Italy accounted for 40% of Group sales (as compared with 41% in 2018), with Europe accounting for 47% (43.5% in 2018), and the rest of the World the remaining 13% by (15.5% in 2018).

It should be noted that consolidated turnover in 2018 only partially included the figure for IKUMA KG, acquired with effect from May 1, 2018. This value amounted to €5.2 million, while in 2019, IKUMA KG's turnover included in the Group's turnover amounted to €7.3 million. Excluding the contribution of IKUMA KG, consolidated sales would have increased by 0.1%.

Consolidated gross operating profit in the year came to €37.1 million, representing a 25.4% margin on sales, up 4.1% on €35.7 million in 2018, when it represented a 24.7% margin on sales. The incidence of cost of sales decreased slightly compared to 2018, from 32.6% to 32.3%, while the weight of services costs rose slightly, from 13.5% to 13.9%. The incidence of personnel costs also increased, from 27.8% to 28.5%; the average workforce rose from 743 units in 2018 (including 54 temporary workers) to 744 units in 2019 (including 35 temporary workers).

Effective from January 1, 2019, the Group adopted IFRS 16 to account for leasing contracts and leases; the application of the new standard involved a reduction in consolidated pre-tax profit of €41 thousand. It should be noted that, following the application of the aforementioned new standard, the consolidated gross operating result in 2019 benefitted from the cancellation of leasing fees of €1.53 million; therefore, without said effect, the consolidated gross operating result in 2019 would have been €35.6 million, corresponding to 24.3% of revenues from sales. The table below summarises the main income results, after the effects of the adoption of IFRS 16:

 

(euro ‘000)

2019

%

2018

%

Change

Revenues from sales and services

146,296

100.0%

144,096

100.0%

1.5%

Gross operating result

35,566

24.3%

35,650

24.7%

-0.2%

Operating result

27,097

18.5%

28,496

19.8%

-4.9%

Pre-tax result

26,978

18.4%

28,365

19.7%

-4.9%

 

Consolidated operating profit amounted to €27.2 million, representing a 18.6% margin on sales, down 4.6% on €28.5 million in the previous year, when it represented a 19.8% margin on sales.

Consolidated profit before taxes amounted to €26.9 million, representing a 18.4% margin on sales, up 5.0% on €28.4 million in 2018, when it represented a 19.7% margin on sales.

Consolidated net profit for the year amounted to €21.7 million, representing a 14.8% margin on sales, down 4.6% on 2018, when it amounted to €22.7 million and represented a 15.8% margin on sales.

The consolidated net financial position went from a positive balance of €7.5 million at December 31, 2018 to a positive balance of €5.6 million at December 31, 2019, reflecting the effects of the application of the new international accounting standard IFRS 16, which resulted in the recognition under non-current financial liabilities of €4.9 million and €1.5 million under current financial liabilities, as liabilities for leased assets, as well as the payment of dividends of €15 million by the Parent Company and capital expenditure of €11.7 million. Excluding the effect of IFRS 16 entries, the net financial position would have been a positive €12.0 million.

Investments made in the period amounted to €10.6 million in tangible assets (€17.8 million in 2018) and €1.1 million in intangible assets (€3.2 million in 2018).

 

“In consideration of the uncertainty of the current situation, making forecasts is extremely difficult” - commented the Chief Executive Officer Giovanni Rosani. “The Group has a solid financial position, amounting at December 31, 2019 to a positive €5.6 million, and also remained positive at February 29, 2020, at €3.2 million. Group sales in the first two months of the year fell by 3.3%, however, note should be taken of a better performance in orders received, which grew slowly during the same period. A dividend of €0.90 will be proposed to the Shareholders’ Meeting (unchanged from the dividend paid for financial year 2018); the proposed dividend corresponds to 69.4% of consolidated net profit” - G. Rosani went on to say.

 

In 2019, the parent company Cembre S.p.A. recorded sales revenues of €108.8 million, down 0.2% on 2018. Cembre S.p.A.’s operating result decreased by 2.4%, from €23.2 million in 2018 to €22.7 million in 2019. Cembre S.p.A.’s pre-tax profit increased by 3.3%, from €25.9 million in 2018 to €26.7 million in 2019. Cembre S.p.A.'s net profit rose from €21.3 million in 2018 to €22.6 million in 2019. This increase is also due to higher dividends that Cembre S.p.A. collected in 2019 from its subsidiaries totalling €4.3 million, while in 2018 the dividends collected came to €2.7 million.

 

* * * *

 

Request to the Shareholders’ Meeting for the authorisation to purchase and dispose own shares

 

At today’s meeting, the Board of Directors resolved to submit to the upcoming Shareholders’ Meeting a request to be authorised to purchase and dispose own shares, based on the prior revocation of the authorisation granted by the Ordinary Shareholders’ Meeting of April 18, 2019 for the part still not used. The proposal aims at providing the Company with strategic investment opportunities to any end allowed by current regulations, including those set forth under article 5 of EU Regulation 596/2014 (Market Abuse Regulation, MAR) and in the permitted procedures set out under article 13, MAR, as well as, where necessary, for the provision of own shares to be allocated to the beneficiaries of the incentive plan pursuant to art. 114-bis of the TUF called “Carlo Rosani Prize for the 50th anniversary of the foundation of the Company”, which will be submitted to the next Shareholders’ Meeting.

The authorisation to purchase own shares is requested for a period of 18 months from the date of the Shareholders’ Meeting resolution and is intended for the purchase of Cembre ordinary shares with a par value €0.52, up to the maximum limit established by current regulations for a consideration that shall not exceed the higher between the price at which the last independent transaction was concluded and the highest current independent bid price in the trading venues where the purchase is carried out, notwithstanding that the unit consideration cannot, in any case, be more than 20% lower or higher than the official price registered by Cembre shares on the trading day prior to each individual purchase transaction.

The authorisation to dispose own shares is requested without a time limit; the Board resolved to propose that the disposal can take place, among other things, by means of the disposal thereof in favour of the beneficiaries of the incentive plan pursuant to art. 114-bis of Legislative Decree 58/1998 called “Carlo Rosani Prize for the 50th anniversary of the foundation of the Company”, under the terms, conditions and methods provided therein and, in particular, at the price of €10 per share.

At the date of the present press release, Cembre holds 280,041 own shares, representing 1.647% of the capital stock of the Company.

 

* * * *

 

Cembre designs, manufactures and distributes electrical connectors and cable accessories. It enjoys a leadership position in Italy and significant market shares in the rest of Europe. Cembre is one of the world’s leading manufacturers of tools (mechanical, pneumatic and hydraulic) for the installation of connectors and the shearing of cables. The products it has developed for connection to the rail and for other railway applications are used by the main companies in this sector round the world.

Cembre owes its success to an insistence on innovative, high-quality products, a broad and thorough collection, and an extensive distribution network both in Italy and abroad.

Founded in Brescia in 1969, the Cembre Group is now a fully-fledged international force. Along with the parent company in Brescia it has six subsidiaries: five trading companies (2 in Germany, 1 in France, Spain and the United States) and one manufacturing and trading subsidiary (Cembre Ltd., in Birmingham, U.K.), for a total workforce of 761 as of December 31, 2019. Since 1990, its products have been certified by Lloyd’s Register Quality Assurance for the design and production of accessories for cables, electrical connectors and tools for their installation.

Cembre has been listed on the Italian Stock Exchange since December 15, 1997, and on the STAR section since September 24, 2001.

 

Contacts: Claudio Bornati (Cembre S.p.A.) 030/36921    claudio.bornati@cembre.com

 

Further information is available at Cembre’s institutional website www.cembre.com in the Investor Relations section.

 

The manager responsible for preparing the Company’s financial reports, Claudio Bornati, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

Attachments - 2019 Financial Statements:

-       Consolidated Balance Sheet

-       Consolidated Comprehensive Income Statement

-       Consolidated Statement of Cash Flows

-       Balance Sheet of parent company Cembre S.p.A.

-       Comprehensive Income Statement of parent company Cembre S.p.A.

-       Statement of Cash Flows of parent company Cembre S.p.A.

 

At the date of the present press release, the auditing of the attached documents is in progress, but has not yet been completed.

 

In the present document use is made of “alternative performance indicators” which are not provided for under European IFRS, and whose significance and content are illustrated below (in line with Recommendation CESR/05-178b published on November 3, 2005):

Gross Operating Result (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit achieved before amortisation, cash flows and taxes.

Operating Result (EBIT): defined as the difference between the Gross Operating Result and the value of amortization/impairment. It represents the profit before cash flows and taxes.

Net Financial Position: it represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.

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Anmerkungen und rechtliche Informationen

Cembre Via Serenissima, 9 - 25135 Brescia - ITALY
© Copyright 2020 Cembre S.p.A.

CODICE FISCALE – P.IVA: 00541390175
ISCRIZIONE AL REGISTRO DELLE IMPRESE: n. 00541390175 Brescia
CAPITALE SOCIALE: € 8.840.000 i.v.