CIR GROUP - RESULTS FOR 2018
REVENUES AT 2.82 BLN, +2.3% AND +5.2% AT CONSTANT EXCHANGE RATES
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
the consolidated financial statements of the group for the year ended December 31 2018,
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).
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
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 LEspresso), 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.
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 groups 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).
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
CIRs 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
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.
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 todays meeting resolved:
- To put before the Shareholders Meeting a motion to cancel and renew the Boards authorization for a period of 18 months to buy back a maximum of 5.75 million of the Companys 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 companys 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 companys accounts and general ledger.