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CIR Group: growth in revenues and margins in 2016, dividend € 0.038 per share

Board of Directors approves results as of December 31 2016

EBITDA HIGHER AT € 260 M (+19%)

Net income € 33.8 m (€ 42 m, of which € 11 m non-recurring income, in 2015)

The contribution of the three industrial subsidiaries (Espresso, Sogefi and KOS)
to the earnings of the group is up by 23% on 2015 (€ 25.1 m vs € 20.4 m)

Net financial position of the parent company at 31/12 a positive € 334.3 m

The Board of Directors will propose to the AGM a dividend distribution of € 0.038 per share

Milan, March 13 2017 – 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 2016 presented by Chief Executive Officer Monica Mondardini. Founded in 1976, the CIR group operates mainly in three sectors: media (Gruppo Editoriale L’Espresso), automotive components (Sogefi) and healthcare (KOS).

“2016 – commented Chief Executive Monica Mondardini – was a significant year for the CIR group: Espresso began an important project of consolidation with ITEDI, which will be completed by the end of the first half of this year, Sogefi achieved a net improvement in its margins and cash flow generation and KOS, as well as having a new shareholding structure, reported significant growth in its results”.

Chairman Rodolfo De Benedetti made the following statement: “We are satisfied with what was achieved in 2016, a year in which CIR obtained positive results and launched initiatives that will further develop the group in the longer term, in the interest of our companies and all our shareholders”.

Consolidated results

The revenues of the CIR group came in at € 2,620.7 million in 2016, posting an increase of 3% from € 2,544.4 million in 2015, underpinned by the growth of Sogefi and KOS, which both reported a rise in revenues of 5%.

The gross operating margin (EBITDA) came to € 259.6 million (9.9% of revenues), up by 19% from € 218.2 million in 2015 (8.6% of revenues). The significant growth was due to the higher EBITDA of Sogefi and KOS, while Espresso reported a slight decline.

The net income of the group totalled € 33.8 million compared to a result before non-recurring income of € 31 million in 2015. In the previous year the group had realized non-recurring income of € 11 million, representing the difference between the capital gain on the sale of Swiss Education Group (€ 41.9 million) and the impairment loss on the shareholding in Espresso (- € 30.9 million). The net result for the year 2015, including non-recurring income, was € 42 million.

The contribution of the industrial subsidiaries (Espresso, Sogefi and KOS) to the earnings of 2016 amounted to € 25.1 million, and was up by 23% from € 20.4 million in 2015.

Espresso, in this still difficult environment for the publishing sector, reported a slowing in the decline of revenues compared to previous years (-2.7% with the same consolidation perimeter) and a positive net result of € 10.4 million compared to € 17 million in 2015, which included the capital gain of € 10.3 million on the sale of All Music. The net financial position was a positive € 31.7 million at December 31 2016, compared to net debt of € 10.7 million at the end of 2015, as a financial surplus of € 42.4 million was reported during the period.

Sogefi reported a rise in revenues of 5%, thanks to significant development in North America and Asia and despite the crisis in the South American market.  EBITDA increased by 32.2%, from € 115.5 million in 2015 to € 152.7 million in 2016. Net income went up from € 1.1 million in 2015 to € 9.3 million in 2016. Free cash flow was a positive € 31.2 million versus - € 24.8 million in 2015 (net debt stood at € 299 million at December 31 2016, down from € 322.3 million at December 31 2015).

Lastly, KOS reported an increase in revenues of 5%, thanks particularly to the development of the nursing home sector resulting from the acquisitions made in 2015; the net result was € 23.4 million (€ 19.8 million in 2015). Net debt stood at € 213.6 million at December 31 2016 (€ 210 million at December 31 2015).

The contribution of the parent company (including the non-industrial subsidiaries) to consolidated earnings came to a positive € 8.7 million, down from € 21.6 million in 2015, which included the above-mentioned non-recurring income of € 11 million. Consolidated net debt totalled € 143.6 million at December 31 2016 compared to € 121.7 million at December 31 2015 (€ 165.3 million at September 30 2016).

The total net debt of the industrial subsidiaries, which stood at € 477.9 million at December 31 2016, declined by € 61.7 million compared to the end of 2015 mainly because of the positive cash flow generation of Espresso (+ € 42.4 million) and Sogefi (+ € 23.3 million).

The net financial position of the parent company (including the non-industrial subsidiaries) at December 31 2016 was positive for € 334.3 million, € 83.6 million lower than at the end of 2015 (€ 417.9 million); the main disbursements were made to increase the interest in KOS (€ 64.3 million), to buy back own shares (€ 19.5 million), and to distribute dividends (€ 29.5 million).

The equity of the group amounted to € 1,052.3 million at December 31 2016, down from € 1,103 million at December 31 2015. Despite the positive net result for the year, the change was due to the distribution of dividends for € 29.5 million, the buyback of own shares for € 19.5 million and the recognition, in application of IFRS 3, of the further interest acquired in KOS at the value of the equity acquired (€ 27 million) instead of at the price paid (€ 64.3 million).

At December 31 2016 the CIR group had 14,329 employees (14,252 at December 31 2015).

Results of the industrial subsidiaries of the CIR group

Media: Espresso

Gruppo Editoriale L’Espresso is one of the most important publishing companies in Italy. It operates especially in the following sectors: newspapers and magazines, radio, internet and the collection of advertising. The group, which is 56.5% controlled by CIR, is listed on the Stock Exchange.

The sales revenues of Espresso in 2016 came to € 585.5 million, and were down by 3.2% on 2015 (-2.7% with the same consolidation basis) with less of a decline than in previous years.

Circulation revenues (including sundry revenues), totalling € 242.5 million, were down by 6.4% on 2015 (-5.5% with the same consolidation basis) in a market that has continued to report a significant fall in newspaper circulation (-8% in 2016 according to ADS figures).

Advertising revenues remained substantially in line with those of the previous year (-0.9%). Orders for radio and the internet showed a slight increase compared to 2015, while the printed press was affected by the critical performance of the market. Costs fell by 2.4%, with a decline substantially in line with the decline in sales; in particular industrial fixed costs were down, as were logistics and distribution costs, editorial costs and management and administration costs.

EBITDA came to € 44.7 million (€ 47.5 million in 2015), including € 7.7 million of reorganization costs.

Net income came in at € 10.4 million, down from € 17.0 million in 2015; the difference is due to the sale, in the previous year, of All Music to Discovery, which gave rise to capital gains, classified in discontinued operations, equal to € 10.3 million in 2015 and € 2.0 million in 2016.

The net financial position was a positive € 31.7 million at December 31 2016, as there was a financial surplus in the year of € 42.4 million.

The Board of Directors of Espresso, at the meeting held on February 27 2017, voted to submit to the Annual General Meeting of the Shareholders a proposal to increase the share capital, with the exclusion of the option right pursuant to Art. 2441, paragraph four, of the Civil Code, which will be paid in through the contribution in kind by Fiat Chrysler Automobiles N.V. (FCA) and Ital Press Holding S.p.A. of shares representing the entire capital of ITEDI. The capital increase constitutes the implementation of the plan to merge the businesses of Espresso with those of ITEDI, which was the subject of the general agreement the signing of which was announced on August 1 2016. Completion of the deal, which is subject to authorization by the competent authorities and to conditions precedent typical of deals of this kind, is scheduled to take place in the first half of 2017.
The total amount of the capital increase has been set at € 79,969,000.00, of which € 14,497,678.65 will be allocated to nominal share capital and € 65,471,321.35 will be allocated to share premium. The capital increase will be executed by means of the issuance of a total of 96,651,191 new ordinary Espresso shares, each with a nominal value of € 0.15, of which 74,421,417 will be allotted to FCA and 22,229,774 will be allotted to Ital Press. On completion of the transaction, CIR will hold 43.40% of the share capital of Espresso, while FCA will hold 14.63% and Ital Press will hold 4.37%.

For more information on the results of Espresso see the press release published by the company on February 27 (goo.gl/ReuthF).

Automotive components: Sogefi

Sogefi is one of the main producers worldwide in the sectors of suspension, filtration, and air and cooling systems with 42 production plants in three continents. The company is controlled by CIR (57.1%) and is listed on the Stock Exchange. Sogefi’s sales revenues in 2016 came in at € 1,574.1 million and were up by 5% from € 1,499.1 million in 2015 (+9.8% with the same exchange rates). The growth in revenues was driven by the significant development seen in North America (+16.9%) and in Asia (+25.6%) while Europe reported a rise of 1.4%. However, sales in South America declined by 7.1%, but showed an increase of 13.9% in the fourth quarter thanks to the first signs of a recovery in the market.

EBITDA came to € 152.7 million, posting growth of 32.2% compared to the figure for 2015 (€ 115.5 million). The rise was due to the growth in revenues and the improvement in profitability, which rose to 9.7% from 7.7% in 2015. The increase in profitability was the result of a slight increase in the gross margin and the lower impact of indirect costs.

Net income came in at € 9.3 million, up from € 1.1 million in 2015, after tax expense of € 32.6 million in 2016 (€ 12.9 million in 2015), as a consequence of the higher pre-tax result and of non-recurring taxes of € 10.2 million.
Net debt stood at € 299 million at December 31 2016 and was down by € 23.3 million compared to December 31 2015 (€ 322.3 million) and by € 15.1 million compared to September 30 2016 (€ 314.1 million).

For further information on the results of Sogefi see the press release published by the company on February 27 (goo.gl/e6AuoV).

Healthcare: KOS

KOS, which is controlled by CIR and in which F2i Healthcare has an interest, is one of the major groups in Italy in the sector of healthcare and care homes (nursing homes, rehabilitation centres, oncology treatments, diagnostics and management of hospital facilities). The group manages 77 facilities in Italy, mainly in the centre and north, for a total of around 7,300 beds, and is also active in India and the United Kingdom.

KOS reported revenues of € 461.1 million in 2016 (+5% from € 439.2 million in 2015), thanks to the acquisitions made in the previous year and to the organic growth in the care-home sector.

EBITDA was € 82.4 million, up by 12.9% from € 73 million in 2015.
Net income came in at € 23.4 million, up by 18.2% from € 19.8 million in 2015.
  • Net debt stood at € 213.6 million at December 31 2016 compared to € 210 million at December 31 2015, after the distribution of dividends of € 29.9 million.

    During the year the KOS group continued its path of development in the care-home and rehabilitation areas.

    More specifically, in Italy in September the group acquired control of a psychiatric rehabilitation facility in the Marche region (Villa Jolanda), further strengthening its presence in the sector.

    Moreover, in 2016 the group opened its first rehabilitation facility in India through the company ApoKOS, an equal share joint venture with the main local healthcare operator Apollo. The facility, situated in the city of Hyderabad, has 64 beds devoted to the rehabilitation of patients with neurological, orthopaedic, cardiopulmonary, paediatric, geriatric and oncological problems.

    In the area of oncology treatments and diagnostics, business is continuing to develop in Italy, India (with the subsidiary ClearMedi Healthcare Ltd) and the United Kingdom (with the subsidiary Medipass Healthcare Ltd).

    Lastly, it should be remembered that following the changes in the shareholding structure that took place in 2016, the current shareholders of KOS are CIR with 59.53% of the capital and F2i Healthcare with 40.47%. F2i is the majority shareholder of F2i Healthcare but the Kingdom of Bahrain sovereign fund also has an interest.

    Non-core investments

    The non-core investments of the CIR group consist of private equity initiatives, non-strategic shareholdings and other investments with a total value at December 31 2016 of € 114.7 million (€ 113.7 million at December 31 2015).

    More specifically, the CIR group has a diversified portfolio of funds in the private equity sector (with a fair value at December 31 2016 of € 58.1 million, down by € 1.1 million compared to December 31 2015). Total distributions in the period amounted to € 11 million, generating a capital gain of € 7 million.

    At December 31 2016 CIR owned, both directly and indirectly, non-strategic equity investments worth € 18.3 million and a portfolio of non-performing loans with a total value of € 38.3 million.

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

    The parent company of the group CIR S.p.A. closed financial year 2016 with net income of € 14.2 million which compares with a loss of € 8.4 million in 2015. The result for 2016 benefited from the receipt of dividends of € 23.2 million versus € 9.9 million in the year 2015.

    Shareholders’ equity stood at € 978.1 million, down by € 30.1 million from € 1,008.2 million at December 31 2015.

    Outlook for 2017

    As far as the performance of the CIR group in 2017 is concerned, in the automotive components sector, the process of increasing profitability is forecast to continue; in the media sector, there is insufficient evidence available today to be able to predict any market evolution that is significantly different from that which characterized 2016; in healthcare the business will continue to develop particularly in Italy.

    Proposed dividend

    The Board of Directors has decided to propose that the Annual General Meeting of the Shareholders approve a dividend distribution of € 0.038 per share. The dividend will be paid out on May 24 2017 with detachment of coupon no. 23 on May 22 and record date May 23.

    Annual General Meeting of the Shareholders

    The Annual General Meeting of the Shareholders has been called for April 27 2017 at the first call and for April 28 2017 at the second call. At the meeting held today the Board adopted the following resolutions:
    -   To put before the Shareholders’ Meeting a motion to cancel and renew the Board’s authorization for a period of 18 months for the purchase of a maximum of 40 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. 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 (as treasury stock); 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 2017 aimed at directors and/or executives of the company, its subsidiaries and its parent company for a maximum of 2,000,000 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.

The Shareholders’ Meeting will also be called upon to adopt a resolution on the renewal of the Board of Directors and the Board of Statutory Auditors.

13 March 2017 | 12:21 CET