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CIR Group: 2018 revenues 2.82 bln (+5.2% at constant exchange rates), net income € 12.9 mln (-€ 5.9 mln in 2017)



NET INCOME AT € 12.9 MLN (VS -€ 5.9 MLN IN 2017)

Consolidated net result, before non-recurring items, of € 33.7 million

Significantly higher revenues (€ 544.9 million, +11.1%) and
EBITDA (€ 101.8 million) for KOS

Net financial position of the parent company positive for € 325.5 million

Board of Directors will propose to the AGM a dividend of € 0.039 per share

Milan, March 11 2019
– The Board of Directors of CIR-Compagnie Industriali Riunite S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed statutory financial statements and the consolidated financial statements of the group for the year ended December 31 2018, as presented by Chief Executive Officer Monica Mondardini. The Board approved the 2018 Consolidated Non-Financial Disclosure (DNF), prepared in accordance with the terms of Legislative Decree no. 254/2016. The Board also voted to propose to the Annual General Meeting of the Shareholders the distribution of a dividend of € 0.039 per share.
The CIR group operates mainly in three sectors: healthcare (KOS), automotive components (Sogefi), and media (GEDI Gruppo Editoriale).

Consolidated results

The consolidated revenues of the CIR group came in at € 2,817.4 million and were up by 2.3% compared to the previous year and by 5.2% at constant exchange rates. All the strategic investees reported rises in revenues: +11.1% for KOS, +5.3% for GEDI, thanks to the merger with the ITEDI group, and +3.2% at constant exchange rates for SOGEFI (-1.5% at current exchange rates).

The consolidated gross operating margin (EBITDA) came to € 306 million, down by 7.5% from € 330.9 million in 2017. This evolution combines a significant rise in the EBITDA of KOS and a decline in Sogefi, due to the negative impact of exchange rates and the rise in the prices of raw materials, and in GEDI, mainly because of higher restructuring costs.

The consolidated operating result (EBIT) was € 101.7 million (3.6% of revenues), down from € 154.2 million (5.6% of revenues) in 2017, because of the decline in EBITDA and the write-down of the value of the GEDI newspaper titles (€ 24 million).

The financial management result of the parent company was positive, with an overall return of 2%, but it was lower than in the previous year when, thanks to disinvestment activity, the overall return was around 7%.

The consolidated net result of the group was a positive figure of € 12.9 million after a loss of € 5.9 million in 2017. As was the case in 2017, when the net result of the group was affected by the extraordinary charge incurred by GEDI to settle a tax dispute for events going back to 1991, in 2018 again, as previously mentioned, non-recurring charges were reported in the subsidiary GEDI for organizational restructuring and the write-down of goodwill and equity investments after impairment tests had been carried out. Excluding these items, the net result would be € 33.7 million.

Consolidated net financial debt
amounted to € 297.1 million at December 31 2018, up by € 24.6 million from € 272.5 million at December 31 2017.

The total debt of the industrial subsidiaries stood at € 622.6 million at December 31 2018, substantially unchanged from December 31 2017 (€ 615.5 million). The cash flow from operations was extremely positive (approximately € 100 million) and at the same time investments were made in acquisitions by KOS (€ 20.9 million) and Sogefi (€ 16.7 million), dividends were distributed for € 29.7 million and the last instalment of GEDI’s extraordinary tax change was paid for an amount of € 35.1 million.

The net financial position of the parent company (including the non-industrial subsidiaries) at December 31 2018 was positive for € 325.5 million, down by € 17.5 million compared to December 31 2017 (€ 343 million) because of the payout of dividends (€ 24.8 million) and the buyback of own shares (€ 12.7 million), offset by the positive cash inflow from operations of € 20 million.

The equity of the group stood at € 936.2 million at December 31 2018 versus € 961 million at December 31 2017, with a net reduction of € 24.8 million. The reduction was due to the combination of the net income offset by the distribution of dividends and the buyback of own shares.

At December 31 2018 the CIR group had 16,365 employees (15,839 at December 31 2017).

Results of the industrial subsidiaries of the CIR group

Healthcare: KOS

KOS, which is controlled by CIR (59.5%) and in which F2i Healthcare has an interest, is one of the largest groups in Italy in the sector of healthcare and care homes (long-term care, diagnostics and oncology treatments, management of hospital facilities). The group manages 86 facilities, mainly in the centre and north of Italy, for a total of 8,150 beds, and is also active in India and the United Kingdom.

reported a rise in revenues of 11.1% to € 544.9 million, due to the organic growth of all areas of the business and to the contribution of the acquisitions made in 2017 and in 2018.
EBITDA was up by 15.9%, from € 87.8 million in 2017 to € 101.8 million in 2018.
The net income came to € 35.2 million and was up by 21.4% from € 29 million in 2017.
Net debt stood at € 259.4 million at December 31 2018 compared to € 237.1 million at December 31 2017; during the year KOS distributed dividends for a total of € 29.7 million and invested € 20.9 million in acquisitions. During 2018 KOS continued to pursue its path of growth in long-term care with the acquisition of Ideas S.r.l., a residential facility for the non-self-sufficient elderly in the Marche region, Casa di Cura S. Alessandro S.r.l., active in psychiatric rehabilitation, Ippofin S.r.l., with a psychiatric community and a care home facility, and Villa dei Pini s.r.l., a facility active in psychiatric rehabilitation in Florence.

Automotive components: Sogefi

Sogefi is one of the main producers worldwide in the sectors of suspension, filtration, and air and cooling systems for motor vehicles, with 42 production plants in four continents. The company is controlled by CIR (56.8%) and is listed on the Stock Exchange.

, in a global market that reported a contraction in vehicle production of 1%, with the fourth quarter posting -5.4%, posted revenues of € 1,623.8 million, up by 3.2% at constant exchange rates (-1.5% at current exchange rates), thanks particularly to the North-American market (+5.7%), the Asian market (+4.8%) and the South American market (+28%). Still at constant exchange rates, revenues of the Suspensions and the Filtration business units were higher (+4.5% and +4.1% respectively) while those of the Air and Cooling business unit were substantially unchanged.

EBITDA came in at € 190 million, lower than in 2017 (€ 206.9 million), with profitability (EBITDA/revenues %) declining from 12.6% to 11.7%. The lower EBITDA particularly reflects the performance of the Suspensions business unit, which was hit significantly by the price of steel, as well as the negative effect of exchange rates that affected the whole group.

Net income came in at € 14 million, down from € 26.6 million in 2017.
Net debt stood at € 260.5 million at December 31 2018, down from € 264 million at the end of 2017. During the year a minority interest was acquired in the Indian branch of the group, which operates in filtration, with a disbursement of € 16.7 million. 
For further information on the results of Sogefi, see the press release issued by the company on February 25 (goo.gl/EXykPg).

Media: GEDI Gruppo Editoriale

GEDI Gruppo Editoriale (formerly Gruppo Editoriale L’Espresso), after the merger of ITEDI (publisher of the newspapers La Stampa and Il Secolo XIX) in 2017, is now the top Italian company and one of the most important in Europe in daily and multimedia news. It operates mainly in the following sectors: newspapers and magazines, radio, the internet and the collection of advertising. The company is controlled by CIR (45.8%) and is listed on the Stock Exchange.
GEDI’s revenues for 2018 came to € 648.7 million and were up by 5.3% compared to 2017 (-5.9% on a like-for-like basis). Circulation revenues, totalling € 284.6 million, rose by 8.3% compared to those of 2017 but were down by 8.1% on a like-for-like basis, in a market that has continued to report a significant decline in the circulation of newspapers. Advertising revenues came to € 318 million and were up by 4.9% on 2017 but were down by 2.9% on a like-for-like basis. 
As for the group’s media, advertising orders for radio rose by 5.5%, internet orders were up by 11% (+3.1% on a like-for-like basis) and those for the printed press were up 3.2% (-8.1% on a like-for-like basis).
EBITDA came to € 33.1 million; excluding restructuring costs, EBITDA would be € 51.7 million (€57.4 million in 2017.
The group reported a loss of € 32.2 million, recognizing a total negative balance of non-recurring income and charges of € 45.5 million.

Net debt stood at € 103.2 million at December 31 2018, showing a reduction from the figure of € 115.1 million reported at the end of 2017, despite the disbursement of € 35.1 million as the last instalment of the extraordinary tax change reported in 2017.

For further information on the results of GEDI, see the press release issued by the company on March 1 (goo.gl/k9Qaza).

Non-core investments

The non-core investments of the CIR group were worth € 72.5 million at December 31 2018 (€ 74 million at December 31 2017) and consisted of the following: a diversified portfolio of private equity funds, the fair value of which was € 46 million at December 31 2018, investments in non-strategic shareholdings worth € 16.5 million and a portfolio of non-performing loans worth a total of € 10 million.

Results of the parent company CIR S.p.A.

The parent company of the group CIR S.p.A. closed the year 2018 with net income of € 14.2 million, which compares with a net loss of € 49 million in 2017 (due to the impairment loss on the interest in GEDI Gruppo Editoriale S.p.A. of € 61.6 million).
Shareholders’ equity stood at € 869.1 million at December 31 2018, posting a reduction of € 21.6 million from € 890.7 million at December 31 2017.

Outlook for the year

CIR’s performance in 2019 will depend mainly on the performance of the sectors in which it operates its strategic businesses.
KOS expects to see a marginal increase in revenues and margins as far as its current perimeter is concerned and will continue its development activities, particularly in Italy, both externally (acquisitions) and internally (greenfield development projects).
As for Sogefi, sources in the sector expect the market to be in line with 2018, with a decline in production in the first half of the year and a recovery in the second half. It should however be stressed that there is little visibility at the moment as to how the whole year will evolve, and as to market volatility, which remains high.  The evolution of commodity prices is equally uncertain. In this climate, Sogefi is forecasting revenues in line with the market and is committed to recouping profitability, especially in the Suspensions sector.
As far as GEDI is concerned, evidence available today does not allow us to forecast any change in the market that is significantly different from what characterized 2018. In this environment, the group will continue with its commitment to implementing rationalization initiatives to preserve its profitability in a market that is structurally difficult, and will continue to reap further benefits from its merger with the ITEDI group, while strengthening its leadership in digital businesses.

Proposed dividend

The Board of Directors has decided to put before the Annual General Meeting of the Shareholders a proposal for a dividend of € 0.039 per share. The dividend will be paid out on May 22 2019 with detachment of coupon no. 25 on May 20 and record date May 21.

Annual General Meeting of the Shareholders

The Annual General Meeting has been convened for April 29 2019. The Board of Directors at today’s meeting 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 5.75 million of the Company’s own shares, and in any case up to 20% of total share capital, 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 CIR, its subsidiaries or its parent company; 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 for 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.
-    To put before the Shareholders’ Meeting for approval a stock grant plan for 2019 aimed at directors and/or executives of the company, its subsidiaries and its parent company for a maximum of 2,200,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge 1 CIR share. The shares thus assigned will be made available from the own shares that the company is holding as treasury stock.
-    To propose that Francesca Pasinelli, who was co-opted on to the Board of Directors on June 4 2018, be appointed as a member of the Board of Directors.
-    To propose, at the extraordinary session of the meeting, the renewal of the powers assigned to the Board of Directors for capital increases of up to a maximum amount of € 500 million, for share capital increases in favour of directors and employees of the company, its subsidiaries and its parent company of up to a maximum amount of € 11 million, and for issuing convertible bonds or bonds with warrants attached, even with the exclusion of the option right, and in this case in favour of institutional investors.

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. ***

11 March 2019 | 12:50 CET