Quarterly Report at 31 March 2013

Transcription

1 Quarterly Report at 31 March 2013 CIA Compagnia Immobiliare Azionaria SpA Via G. Borgazzi Milan - Tel Fax Share Capital 922, Economic & Administrative Index no Tax Code and VAT no

2 Directors and officers Board of Directors Chairman Vice Chairman Managing Director Managing Director Directors Angelo Riccardi Paolo Panerai Luca Nicolò Panerai Marco Fanfani Maurizio Carfagna Giovanni Battista Cattaneo della Volta Nicoletta Costa Novaro Diego Della Valle Andrea Morante Beatrice Panerai Vincenzo Truppa Umberto Vitiello Board of Statutory Auditors Chairman Statutory Auditors Alternate auditors GiamPaolo Dassi Pierluigi Galbussera Carlo Maria Mascheroni Luciano Barbucci Massimo Vidal Independent Auditors PKF Italia Spa The three-year mandates of the Board of Directors and the Board of Statutory Auditors, appointed at the Shareholders' Meeting held on 27 April 2012, will expire at the Shareholders' Meeting that approves the 2014 financial statements. At the meeting held on 14 May 2013, the Board of Directors co-opted Vincenzo Truppa to replace Vittorio Terrenghi, who had died. At the same meeting, Angelo Riccardi was elected as Chairman. The appointment of the independent auditors will terminate at the Shareholders Meeting held to approve the 2021 financial statements. Page 2

3 Compagnia Immobiliare Azionaria S.p.A. and subsidiaries Registered offices at Via G. Borgazzi 2, Milan Quarterly Report at 31 March 2013 The quarterly report has been prepared on a consolidated basis, as required by current legislation. OPERATING PERFORMANCE Consolidated revenues at 31 March 2013 amount to Euro 1.53 million, compared with Euro 2.41 million in the first quarter of the prior year. Operating costs have declined to Euro 0.76 million, from Euro 1.75 million at 31 March Gross operating profit (ebitda), defined as the difference between the value and the cost of production before depreciation/amortisation and financial expenses, amounts to Euro 0.77 million following a 17.5% increase with respect to the comparative period in Depreciation/amortisation and write-downs total Euro 0.39 million (Euro 0.25 million at 31 March 2012) Net financial charges rose to Euro 0.57 million, from Euro 0.39 million in the first quarter of the prior year. After non-controlling interests, the consolidated net loss for the first quarter of 2013 was Euro 0.19 million compared with the broad break-even situation reported at 31 March SIGNIFICANT EVENTS DURING THE PERIOD work to prepare some areas of the Palmento (an old renovated building owned by Feudi del Pisciotto) for use as tourist accommodation has continued, with the installation of comfortable bedrooms. This activity is scheduled to start in June; preliminary studies and activities have continued with a view to making best use of a number of properties in Sicily. In particular: - the properties owned by Isola Longa Srl in the "Stagnone Reserve" area of Trapani (the Trapani salt pans); Page 3

4 - the ancient Baglio (walled farmstead) owned by Feudi del Pisciotto, extending over 2,600 sq.m.; - the properties on the island of Levanzo (in Sicily) owned by Agricola Florio Sarl. ECONOMIC-FINANCIAL HIGHLIGHTS - consolidated revenues at 31 March 2013 amount to Euro 1.53 million, compared with Euro 2.41 million in the first quarter of the prior year. The decline in revenues by Euro 0.87 million was due to the combined effect of two factors: a reduction of Euro 1.14 million in the revenues generated from the sale of homes and garages by Diana Bis Srl; an increase in rental income, mainly attributable to leasing part of the office building owned by Diana Bis Srl from July 2012 i.e. subsequent to the first quarter of the prior year. Revenues for the period are analysed as follows: ( thousands) 31/03/ /03/2012 Change % Rental income % Facility management revenues % Wine sale revenues % Revenues from wine production (9.4%) Revenues from property sales - 1,142 n.s. Other revenues % Total 1,531 2,405 (39.3%) Page 4

5 It should also be noted that: - The reduction in revenues from wine production with respect to the prior year mainly reflects the change in the inventories of finished products held by Feudi del Pisciotto Srl; - revenues from property sales relate solely to the sales of homes and garages by Diana Bis Srl. There were no sales during the first quarter of 2013; - other revenues comprise non-recurring income and revenues not deriving from the core business, including Euro 25 thousand from the provision of services to LC International LLC (the holding company that wholly owns the Le Cirque restaurant-companies controlled by the Maccioni family) and Euro 55 thousand from an increase in the inventories of Diana Bis Srl; - operating costs have declined to Euro 0.76 million, from Euro 1.75 million at 31 March 2012, as analysed below: purchases amounted to Euro 0.06 million (Euro 1.18 million at 31 March 2012). services totalled Euro 0.4 million (Euro 0.43 million at 31 March 2012) and included the cost of managing properties and the wine production activities of Feudi del Pisciotto Sarl and Azienda Agricola Tenuta del Pisciotto Sarl, as well as the cost of the technical, administrative, financial and IT consulting services provided by Class Editori Spa. personnel costs of Euro 0.09 million were incurred in relation to the two employees of CIA, one employee of Feudi del Pisciotto Sarl and the temporary workers employed by Feudi del Pisciotto Sarl and Azienda Agricola Tenuta del Pisciotto Sarl; other operating costs of Euro 0.21 million included: IMU (property) taxes, registration taxes, the remuneration of directors and officers and out-of-period expenses. Page 5

6 Personnel: period average 31/03/ /12/ /03/2012 Clerical staff Total Depreciation, amortisation and writedowns amounted to Euro 0.39 million (Euro 0.26 million at 31 March 2012). The increase reflects the rental of new office buildings constructed by Diana Bis Srl. - Net financial charges amounted to Euro 0.57 million (Euro 0.39 million at 31 March 2012). The increase relates to interest on the loan arranged by Diana Bis to finance the property at Corso Italia 64 via Burigozzo 1, Milan. The rental of this property from July 2012 generated the additional revenues mentioned above. FINANCIAL POSITION (thousands) 31/03/ /12/ /03/2012 Net long-term borrowing (44,157) (44,553) (34,822) Net short-term borrowing/liquid funds (5,758) (1,463) (18,417) Of which: Financial payables (6,114) (5,949) (18,443) Cash in hand and financial receivables 356 4, Net financial position: net borrowing/liquid funds (49,915) (46,016) (53,239) The net financial position reflects a net increase in borrowing from third parties from Euro 46 million at 31 December 2012 to Euro 49.9 million at 31 March Page 6

7 The change in the net financial position since 31 December 2012 mainly reflects the payment made to a former partner in 2013 for a 50% interest in Azienda Turistica Florio. This interest was purchased and then resold on 30/12/2012 with immediate payment, thus resulting in a temporary increase in liquidity. ACCOUNTING POLICIES AND MEASUREMENT CRITERIA The accounting policies adopted for the preparation of the consolidated quarterly financial information are unchanged with respect to those applied for the preparation of the 2012 consolidated financial statements. This consolidated quarterly report has been prepared under the historical cost convention, except for the measurement of AFS financial instruments at fair value, if applicable. The comparative amounts are also stated in accordance with the IFRS. The quarterly report at 31 March 2013 has been prepared in compliance with art. 154 ter of Decree 195/2007 and the Issuers' Regulations issued by Consob pursuant to art. 82 of Consob Regulation no /1999 (as amended), as well as with annex 3D to that Regulation. Complete information, concerning both the consolidated financial statements of the Group and the separate financial statements of CIA S.p.A., was published as part of the annual financial statements at 31 December 2012 and the 2012 half-year report, to which reference should be made. SCOPE OF CONSOLIDATION The scope of consolidation includes CIA Spa and the companies which it controls, given the power to determine their financial and management policies in order to obtain benefits from their activities. Subsidiaries are consolidated from the date when control is effectively transferred to the Group and cease to be consolidated from the date when such control is transferred outside the Group. Subsidiaries are consolidated on a line-by-line basis. Information on the financial position and performance of subsidiaries and associates was used to prepare the consolidated data. Such information, prepared by the individual Group companies at the reporting date, was suitably reclassified and adjusted to reflect uniform application of the accounting policies adopted by the Group. Page 7

8 All intercompany balances and transactions have been eliminated from the quarterly report, together with any unrealised gains and losses arising on transactions with Group companies. Subsidiaries that were not operative were consolidated using the equity method. Their influence on the results of the Group is not, in any case, significant. Investments in associates, over which the Group exercises significant influence, are measured at equity as established in IAS 28. Profits or losses attributable to the Group are recognised in the consolidated financial statements from the date when such significant influence begins and until the date when it ceases. The scope of consolidation at 31 March 2013 is presented below: Consolidation on a line-by-line basis In addition to Compagnia Immobiliare Azionaria Spa, the following subsidiaries have been consolidated on a line-by-line basis: Percentage of Ownership - Azienda Agricola Tenuta del Pisciotto S.r.l % - Resort del Pisciotto S.r.l % - Feudi del Pisciotto S.r.l % - Diana Bis S.r.l % - Infrastrutture America Srl % - Agricola Florio Srl Società Agricola (formerly Isola Longa Turismo Rurale) % - Resort & Golf Società Consortile A.r.l.* % * Consolidated line-by-line since it is 16.67% held by Resort del Pisciotto, 16.67% by Az. Agricola Tenuta del Pisciotto and 16.67% by CIA Spa. Page 8

9 Equity method The following associates of Compagnia Immobiliare Azionaria Spa have been measured using the equity method: Percentage of Ownership - Donnafugata Resort S.r.l % - LC International LLC % - Società Infrastrutture Sicilia S.r.l.* % - Isola Longa S.r.l % * 50% owned by Infrastrutture America. The holding in Donnafugata Resort Srl was originally 17.41%; following exercise of the put option for the sale of a 15% stake, the residual interest became 1.66%. Following the capital increase authorised by the company, not taken up by CIA, the current holding is indicated in the table. SIGNIFICANT EVENTS SUBSEQUENT TO 31 MARCH 2013 AND OUTLOOK FOR OPERATIONS The most significant events that have arisen subsequent to 31 March 2013 are described below: In April, Diana Bis Srl sold two more garages for a total of Euro 0.17 million. The successful conclusion of current negotiations would result, in the near future, in achievement of all the objectives established in the investment plan; In order to complete and expand its winery facilities, Feudi del Pisciotto Sarl is now building a tasting room equipped with kitchen and a wine shop. This work will be completed in July The original arbitrator, Luigi Guatri, determined that 100% of Donnafugata Resort Srl was worth Euro 33 million. This appraisal was upheld following an appeal by the counterpart, a major Spanish listed company required to purchase 15% of the company. Given the continued non-performance and unjustified nature of the actions taken by the counterpart to the put option, CIA is considering the measures needed to enforce the arbitration ruling. Upon collection of the price established for the quotas sold, Euro 4.95 million, CIA will recognise a significant capital gain. Page 9

10 The outlook for operations is positive, regardless of the current economic crisis, given the stability of the returns on the investments made and, above all, the results expected from the commercial activities of Diana Bis Srl and Feudi del Pisciotto Sarl. In the latter case, wine sales are forecast to increase due to the expansion of the market, especially in Asia and the USA. For the Board of Directors The Vice Chairman Paolo Panerai Page 10

11 Compagnia Immobiliare Azionaria S.p.A. CIA S.p.A. and subsidiary companies Quarterly Report 01/01/ /03/2013 Consolidated economic data (euro/000) INCOME STATEMENT 31/03/ /03/2012 REVENUES Revenues from sales 1,256 2,146 Other operating income Total revenues 1,531 2,405 COSTS Operating costs 764 1,752 Gross operating profit Ebitda Depreciation, amortisation and writedowns Operating profit - Ebit Financial income (charges), net (573) (393) Net result (192) 5 Non-controlling interest 1 - Net result attributable to the Group (191) 5 Page 11

12 In a press release dated 1 February 2013, Compagnia Immobiliare Azionaria informed the public about its election to opt-out made pursuant to para. 8 of art. 70 and para. 1- bis of art. 71 of the Issuers' Regulations, as amended by Consob decision no dated 20 January This exercises a right to make exceptions to the requirement to publish prospectuses at the time of significant mergers, spin-offs, capital increases via the contribution of assets in kind, purchases and disposals. STATEMENT PURSUANT TO ARTICLE 154-BIS, PARAGRAPH 2, OF DECREE NO. 58 OF 24 FEBRUARY 1998 The undersigned Emilio Adinolfi, as the Executive responsible for preparing the corporate accounting documents of Compagnia Immobiliare Azionaria Spa, hereby confirms that the accounting information included in this document agrees with the documentary records, books and accounting entries. The Responsible Executive Emilio Adinolfi Page 12