We hereby publish the full press release issued by Biesse on 12 March regarding the approval of preliminary financial statemente for the financial year ended 31.12.2014:
“Pesaro, 12 March 2015 – The Board of Directors of Biesse S.p.A. – the company which operates in the market for wood glass and stone processing machinery and systems and which is listed in the STAR segment of the Italian stock exchange – during today’s meeting in Pesaro has approved the preliminary financial statements for the financial year ended 31.12.2014.
The Consolidated Results achieved by the Biesse Group for the 12 months of 2014 are as follows:
· Net revenues Euro 427.1 million (+12.9% compared with the same period of 2013)
· Value added Euro 169.1 million (+17.8% compared with the same period of 2013) representing a margin on revenues of 39.6% (37.9% in 2013)
· EBITDA (before non-recurring items of Euro 1.3 million) Euro 40.9 million (+32.1% compared with the same period of 2013) representing a margin on revenues of 9.6% (8.2% in 2013)
. EBITDA (after non-recurring items) Euro 39,6 million representing a margin on revenues of 9.3%
· EBIT (before non-recurring items of Euro 1.7 million) Euro 26.5 million (+75.9% compared with the same period of 2013) representing a margin on revenues of 6.2% (4.0% in 2013)
. EBIT (after non-recurring items) Euro 24.7 million representing a margin on revenues of 5.8%
· Pre-tax result Euro 22.7 million (+55.1% compared with the same period of 2013) representing a margin on revenues of 5.3% (3.9% in 2013)
· Net result Euro 13.8 million (+115.3 compared with the same period of 2013) representing a margin on revenues of 3.2% (1.7% in 2013) – tax rate 39.1%
Net Financial Position:
The Group Net Financial Position at 31 December 2014 shows Net Debt of Euro 11.2 million, an improvement of Euro 17.4 million compared to June 2014 and Euro 17.1 million compared to September 2014. The improvement in profitability and continued focus on management of net operating working capital are the foundations of the positive result for the period ended 31 December 2014. Despite non-characteristic items created a cash absorption the Group’s net debt compared with the position at December 2013 fell by Euro 12.7 million.
Geographical breakdown of revenues
The geographical breakdown of Group net sales at the end of December 2014 is as follows:
Western Europe 39.6% (37.5% in 2013) -of which Italy 10.4% (10.9% in 2013) – with an increase y/y of 19.3%
Eastern Europe 19.7% (18.8% in 2013) with an increase y/y of 18.2%
North America 14.0% (13.5% in 2013) with an increase y/y of 17.1%
Asia Pacific 19.9% (20.7% in 2013) with an increase y/y of 8.6%
Rest of the World 6.8% (9.5% in 2013)
In 2014 the B.r.i.c. countries accounted for 13.4% of net revenues compared to 17.7% in the previous year. The breakdown by business divison is as follows:
Wood division 72.4% (70.7% in 2013)
Glass/stone division 15.5% (16.8% in 2013)
Mechatronics division 14.8% (14.1% in 2013)
Capital position:
Group Net Shareholders’ Funds at 31 December 2014 were Euro 123.2 million (Euro 113.1 million at 31 December 2013).
Net Invested Capital at end-2014 totalled Euro 134.5 million (Euro 137.0 million at 31 December 2013)
Economic context – order intake:
The international macro-economic environment is beginning to show reassuring signs of improvement despite the fact that in some areas political-economic instability continues to impact on short term growth prospects (Russia – Turkey – Brazil). The estimates produced by the leading wood sector trade associations (Acimall in Italy, VDMA in Germany) give some encouraging indications for the Wood division for 2014, and are also cautiously optimistic for 2015 (projecting growth of about 4%). Prospects for sectors served by the Mechatronics division are, however, more positive, given that the growth of this division is related, in addition to the organic growth of its core activities, also to the opportunities for diversification of its product base and, therefore of its end markets (new materials).
According to the records available to the Group, Biesse in 2014 outperformed the principal indicators both in terms of order intake and in terms of its consequent order portfolio. Biesse Group’s total order intake in 2014 was more than Euro 375 million, +20.1% compared to 2013, while its order portfolio at end-2014 amounts to more than Euro 116 million +49.7% compared with 2013.
Dividends:
In addition to approving the preliminary financial statements for 2014 the Board of Directors examined the possibility and the potential amount of dividend that might be paid to Biesse shareholders. Taking into consideration the positive results for the 2014 financial year, the Board of Directors of Biesse proposed the distribution of a dividend gross of witholding taxes of Euo 0.36 for every share having rights to a dividend (payout of 67.7% of the 2014 net profit of the parent company, Biesse S.p.A.) which will be submitted for the approval of an Ordinary Meeting of Shareholders convened for the 29 April 2015 at 09.30 (first convocation) and, if required, for the 30 April 2015 at the same time and place (second convocation). The total net cash disbursement for the Company arising from the payment of a dividend as proposed would amount to € 9.811 million (net of treasury shares held by Biesse S.p.A. ) and would be enacted by detachment of coupon no. 11 on 18 May for payment 20 May 2015, record date 19 May 2015. The remaining attributable net profit would be allocated to the Extraordinary Reserve ( Biesse S.p.A.parent company )
Corporate Governance:
Today’s meeting of the Board of Directors also approved the Corporate Governance Report of Biesse for the calendar year 2014 in accordance with article 123-bis of the Tuf (Consolidated Financial Law), updated on the basis of the latest regulations.
New LTI plan:
The Board of Directors, in today’s meeting – having received a favourable opinion from the Remuneration Committee – also approved a new medium-long term incentive plan, which will be submitted for approval at the Shareholders’ Meeting convened for the 29 and 30 April 2015. This new plan, the contents of which are similar to the expired “Long Term Incentive 2012 -2014 of Biesse S.p.A.”, will be applicable for three years, for the period 2015 – 2017, and applies to directors of Biesse S.p.A. and strategic managers of the Issuer and of another Group company. The object of the Plan is to introduce medium – long term incentive instruments based on the achievement of corporate performance objectives, to consolidate a results oriented culture and enhance retention. The plan allows for the payment of cash bonuses and the assignment of own shares held as treasury stock. For further information, please refer to the relevant information document that will be published in accordance with the law.
Purchase and sale of own shares:
The Board of Directors also agreed to submit for the approval of the Shareholders’ Meeting a proposal for authorisation to purchase and sell the company’s own shares, the details of which will be illustrated in the report to be prepared and published in accordance with the law.
Ordinary and Extraordinary Meeting of Biesse shareholders:
Having approved the preliminary Financial Statements for 2014, the Board of Directors called for an Ordinary and
Extraordinary Meeting of Biesse Shareholders for 29 April 2015 at 09.30 (first convocation) with second convocation on the following day if necessary, to discuss and attend to the following items on the agenda:
The Agenda for the Ordinary meeting of shareholders is as follows:
1. Approval of the Financial Statements for the year to 31 December 2014, the Directors’ report on operations, the
report of the Board of Statutory Auditors and the Independent Auditors’ report on the Financial Statements for the year to 31 December 2014; and to discuss all matters arising therefrom. Presentation of the Consolidated Financial
statements for the year to 31 December 2014.
2. Allocation of the results for the financial year 2014.;
3. Nomina Appointment of the Board of Directors, given prior approval of the number of directors of which it is
composed, and to discuss all matters arising therefrom.
4. Appointment of the Board of Statutory Auditors, and to discuss all matters arising therefrom.
5. Approval of a new incentive plan to be known as the “Long Term Incentive 2015-2017 of Biesse S.p.A.”.
6. Approval of the remuneration policy of Biesse Group.
7. Approval of a treasury share purchase and sale programme in accordance with articles 2357 and 2357-ter of
the Italian Civil Code and the conferral of powers of execution on the Board of Directors, and to discuss all
matters arising therefrom.
The Agenda for the Extraordinary Shareholders’ Meeting:
1. Amendment of articles 16 and 19bis of the Articles of Association relating to list voting procedures for the
election of members of corporate bodies (introduction of regulations to guarantee gender equality)
For further information, please refer to the notice of convocation of the the meeting, to the reports regarding each individual item on the agenda and to the supporting documents submitted to the Shareholders’ Meeting which will be published in accordance with the law.”
