Zignago Vetro S.p.A. PRESS RELEASE. The Board of Directors of Zignago Vetro S.p.A. approves the 2009 Annual Accounts
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1 Zignago Vetro S.p.A. PRESS RELEASE The Board of Directors of Zignago Vetro S.p.A. approves the 2009 Annual Accounts Within a deep recession following the global financial crisis, glass containers market suffered a fall in demand, particularly sharp in the first part of 2009 due to the drop in consumer spending and, in particular, the strong destocking actions in some important sectors such as wine and perfumes. In the second part of the year the difficult market conditions eased and sales recovered. In this context, the Group was able to significantly recover the drop in results of the first half year, substantially maintaining margins. The further holding of 6.5% in Vetri Speciali from July 1 also contributed. Group Highlights FY 2009 FY 2008 Change Change 1H 2009 (Euro mln) (Euro mln) % % Revenues % % EBITDA % % EBIT % % Operating result % % Net profit % % Capital expenditure Free cash flow (after investments) (before investments) Net financial Debt Dividend proposed: Euro per share, pay out ratio 70%.
2 Fossalta di Portogruaro, March 16, The Board of Directors of Zignago Vetro S.p.A., in a meeting held today chaired by Franco Grisan, approved the parent company and consolidated financial statements for the year Group operating performance Consolidated revenues in 2009 amounted to Euro million compared to Euro million in the previous year (-10.2%). Export sales in 2009 reached Euro 67.4 million (Euro 84.5 million in 2008; -20.3%). Consolidated Ebitda in 2009 amounted to Euro 62.3 million, a drop of 10.9% on 2008 (Euro 69.9 million). The Ebitda margin was 27% (27.2% in 2008). The consolidated Ebit was Euro 39 million (-18.1% compared to Euro 47.6 million in 2008) with a margin of 16.9% (18.5% in 2008). Consolidated operating profit was Euro 41.9 million, a drop of 15.1% on the previous year (Euro 49.3 million) a margin of 18.2% (19.2% in 2008). Consolidated net profit in 2009 reached Euro 27.8 million, a drop of 17.5% compared to Euro 33.7 million in 2008 a margin of 12.1% (13.1% in 2008). Group balance sheet and financial situation Group capital expenditures in 2009 totalled Euro 33.2 million (Euro 46.5 million in 2008). Financial investments relate to the acquisition of 6.5% in Vetri Speciali S.p.A. for a payment of Euro 3.8 million and a contribution to the net financial debt of Euro 4.6 million. The Group generated free cash flow in the year, after investments, of Euro 13.4 million (Euro 5 million in 2008). Before investments free cash flow was Euro 46.5 million (Euro 51.5 million in 2008). Consolidated net financial debt at December 31, 2009, amounts to Euro 82.8 million, after dividends of Euro 23.2 million, compared to Euro 62.4 million at December 31, 2008.
3 Financial statements of the Parent Company Zignago Vetro SpA The Board of Directors meeting held today also approved the financial statements of the parent company Zignago Vetro S.p.A.. Revenues amounted to Euro million compared to Euro million in 2008 (-5.8%). Net profit of Euro 25.5 million compared to Euro 24.9 million in 2008 (+2.4%) with a margin of 16.8% (15.5% in 2008). Capital investments in 2009 amounted to Euro 13 million (euro 24.9 million in 2008) and financial investments (purchase of 6.5% in Vetri Speciali S.p.A.) amounted to Euro 3.8 million in Shareholders equity at December 31, 2009 amounts to Euro 72.3 million compared to Euro 71 million at December 31, Net financial debt at the end of the year amounted to Euro 22.7 million compared to Euro 8.9 million at the end of The Company paid dividends in the year of Euro 23.2 million compared to Euro 17.4 million in Franco Grisan, President & CEO of Zignago Vetro S.p.A., declared: In the three-year period the has undertaken a significant plant upgrading and modernisation plan in order to enhance the high quality of the products and increase production capacity in response to the structural increase in demand in some market segments and the appreciation of the products and services of the Group by our clients. Total capital investments amounted to Euro million. The free cash flow in the three-year period, amounting to Euro million, together with recourse to debt of Euro 22.2 million, adequately met the financial requirements for the investments and allowed the distribution of dividends of Euro 49.4 million (pay out ratio of 70%). Outlook In the first months of 2010 the gradual improvement in demand continued, although varying within the various sectors. It is expected that this trend will continue throughout the year. The results of the Group are expected to improve. Declaration The Executive Responsible for the preparation of the corporate accounting documents, Mr. Roberto Celot, declares in accordance with article 154 bis, paragraph 2, of the Consolidated Finance Act, that the accounting information contained in the present press release corresponds to the underlying accounting documents, records and accounting entries.
4 Dividends The Board of Directors of Zignago Vetro S.p.A., taking into account the current global financial situation, approved a proposal to the AGM for the distribution of a dividend of Euro per share, equal to a pay-out ratio of 70%, which will be paid from May 13, 2010, dividend coupon No. 3 dated May 10, *********************** Treasury shares The Board of Directors approved the proposal to be presented at the next Shareholders Meeting for the authorisation to purchase and placement of treasury shares, with prior revocation, where not utilised, of the previous resolution of April 29, This authorisation, similar to the terms of the previous resolution, has the objective of allowing flexibility for the Company when opportunities arise. The proposal of the Board of Directors provides that the authorisation for the purchase of treasury shares is for a period of 18 months and that the price of the purchases may not be 20% above or below the Zignago Vetro share price recorded on the Stock Exchange in the trading day prior to each operation. The purchases of treasury shares will be made in compliance with the current regulations for listed companies and thus in accordance with article 132 of Legislative Decree No. 58 of February 24, 1998 and subsequent amendments and article bis of Consob Regulation No of May 14, 1999 and subsequent amendments, and the Stock Exchange Regulations and any other regulation applicable including those of the EU Directive 2003/6 of January 28, 2003 and relative European Union and National legislation. The Shareholders Meeting will also be requested to authorise the placement, of all or part, without time limit, even before the completion of purchases, of the treasury shares acquired; the shares may be sold on one or more occasions, even through an offer to the public and/or to the shareholders, in regulated Markets and/or non-regulated Markets and/or outside the Market, as an institutional placement, a placement of warrants, or as consideration for acquisition or public exchange offers, at a price which may not be above or below 20% of the share price recorded on the Stock Exchange in the trading day prior to each operation. However, these price limits will not be applied where the sale of shares is to employees, including management, executive directors, and consultants of Zignago Vetro and its subsidiaries in relation to incentive stock option plans. Pursuant to article 2357, third paragraph, of the civil code, the maximum number of shares acquired may not be for a total nominal value, including the shares held by subsidiary companies, above 10% of the entire share capital. Subsequent to the Shareholders Meeting authorisation of December 22, 2006, May 9, 2008 and April 29, 2009 Zignago Vetro at the present date holds 1,292,140 treasury shares, accounting for 1.6% of the share capital. AGM The Board of Directors today also convened the Shareholders AGM of Zignago Vetro to be held at Fossalta di Portogruaro (VE) in Via Ita Marzotto No. 8, for April 29, 2010 at the time of in first call and for
5 April 30, 2010, at the same time and location, in second call. The AGM will also be called to appoint the Board of Directors after the expiry of their three year mandate and determine their number and the duration of their appointment. The Board of Statutory Auditors must also be appointed. *********************** The companies produce high quality glass containers for the Food and Beverage, Cosmetics and Perfumery industries and Speciality Glass bottles for wines and spirits, for the domestic and international markets. This press release is available on the internet site: For further information: Roberto Celot Chief Financial Officer Investor relations manager Zignago Vetro S.p.A
6 All the figures in the Consolidated Income Statement and Balance Sheet (Attachments No. 1 and No. 2) reported below were prepared in accordance with IAS/IFRS international accounting standards, maintaining the management classification criteria normally utilised by management and by investors to evaluate the Group s results. ATTACHMENT 1 Reclassified Consolidated Income Statement Change Euro thousand % Euro thousand % % Net revenues 230, % 256, % (10.2%) Changes in finished and semi-finished and products and work in progress 8, % 1, % n.s. Internal production of fixed assets % % n.s. Value of production 239, % 258, % (7.6%) Cost of goods and services (126,403) (54.9%) (137,509) (53.5%) (8.1%) Value added 2009 (*) 112, % 121, % (7.0%) Labour costs (50,549) (22.0%) (51,401) (20.1%) (1.7%) 2008 (**) Ebitda 62, % 69, % (10.9%) Amortisation & depreciation (21,854) (9.5%) (20,894) (8.1%) 4.6% Provisions (1,482) (0.6%) (1,409) (0.6%) 5.2% Ebit 38, % 47, % (18.1%) Net recurring non-operating income 1, % 1, % (10.7%) Non-recurring charges 1, % n.s. Operating profit 41, % 49, % (15.1%) Net financial charges (1,530) (0.7%) (3,189) (1.2%) (52.0%) Net exchange differences % Profit before taxes 40, % 46, % (12.6%) Corporate income tax and regional tax (12,628) (5.4%) (12,536) (4.9%) 0.7% (tax-rate 2009: 31.3%) (tax-rate 2008: 27.1%) Net profit for year 27, % 33, % (17.5%)
7 ATTACHMENT 2 Reclassified Consolidated Balance Sheet (*) (**) Change Euro thousand % Euro thousand % Euro thousand Trade receivables 50,878 58,219 (7,341) Other receivables 6,116 6,783 (667) In ventories 50,012 40,272 9,740 Cu rrent non-financial payables (49,135) (53,054) 3,919 Payables on fixed assets (8,799) (10,417) 1,618 A) Working capital 49, % 41, % 7,269 Net tan gible and intangible assets 98,019 87,456 10,563 Goodwill 39,967 34,772 5,195 In vestments not fully consolidated and other medium/long-term assets 3,027 2, Non-current provisions and non-financial payables (13,961) (14,476) 515 B) Net fixed cap ital 127, % 110, % 16,915 A+B= Net capital emplo yed 176, % 151, % 24,184 Financed by: Cu rrent financial payables 73,459 43,453 30,006 Cash and cash equivalents (29,323) (19,960) (9,363) Sh ort-term net debt 44, % 23, % 20,643 Medium/long term debt 38, % 38, % (298) C) Net financial d ebt 82, % 62, % 20,345 Opening Shareholders' eq uity 89,524 77,211 Dividends paid in the year (23,219) (17,399) Other shareholders' equity changes (712) (3,959) Net profit for the year 27,770 33,671 D) Closing shareholders' equity 93, % 89, % 3,839 C+D = Total Financial Debt and Shareholders' Equity 176, % 151, % 24,184
8 ATTACHMENT 3 Consolidated Income Statement (Euro thousands) Note Net revenues 230, ,739 (22) Raw material, ancillary, consumables and goods (56,749) (62,798) (23) Services (59,787) (71,801) (24) Labour costs (50,549) (51,401) (25) Amortisation & depreciation (21,854) (20,894) (26) Other operating expenses (3,408) (3,227) (27) Other operating income 3,786 2,729 (28) Operating profit 41,871 49,347 Financial income (29) Financial charges (1,759) (3,933) (30) Net exchange losses Profit before taxes 40,398 46,207 Income taxes (12,628) (12,536) (31) Group net profit 27,770 33,671 Earnings per share: Basic earnings (and diluted) per share (in Euro) Comprehesive Consolidated Income Statement (Euro thousands) Group net profit 27,770 33,671 Translation difference (14) 29 Income taxes Total net profit (loss) of comprehensive income (14) 29 Total comprehensive net profit (loss) 27,756 33,700
9 ATTACHMENT 4 Consolidated balance sheet (Euro thousands) Note ASSETS Non-current assets Property, plant & equipment 97,808 87,259 (1) Goodwill 39,967 34,772 (2) Intangible assets (3) Equity investments (4) Other non-current assets (5) Deferred tax assets 2,716 2,030 (6) Total non-current assets 141, ,613 Current assets Inventories 50,012 40,272 (7) Trade receivables 50,878 58,219 (8) Other current assets 1,189 1,039 (9) Tax receivables 4,927 5,744 (10) Cash and cash equivalents 29,323 19,960 (11) Total current assets 136, ,234 TOTAL ASSETS 277, ,847 SHAREHOLDERS' EQUITY AND LIABILITIES SHAREHOLDERS' EQUITY Share capital 8,000 8,000 Reserves 34,916 34,916 Acquisition of treasury shares (5,027) (4,172) Retained earnings 27,704 17,109 Net profit for the year 27,770 33,671 TOTAL SHAREHOLDERS' EQUITY 93,363 89,524 (12) LIABILITIES Non-current liabilities Provisions for risks and charges 2,610 2,227 (13) Leaving indemnity 7,225 7,441 (14) Medium/long term loans 38,625 38,923 (15) Other non-current liabilities (16) Deferred tax liabilities 3,956 3,847 (17) Total non-current liabilities 52,586 53,399 Current liabilities Bank payables and current portion of medium/long term loans 73,459 43,453 (18) Trade and other payables 43,992 49,641 (19) Other current liabilities 11,376 11,051 (20) Current income taxes 2,566 2,779 (21) Total current liabilities 131, ,924 TOTAL LIABILITIES 183, ,323 TOTAL SHAREHOLDERS' EQUITY & LIAB. 277, ,847
10 ATTACHMENT 5 Consolidated cash flow statement (Euro thousands) CASH FLOW FROM OPERATING ACTIVITIES: Group net profit 27,770 33,671 Adjustments to reconcile net profit with cash flow generated from operating activities Amortisation & depreciation 21,854 20,894 Gains on disposal of property, plant and equipment (5) (286) Doubtful debt provision Utilisation of deferred tax liabilities/assets (577) (4,831) Employee leaving indemnity in the year (543) (388) Net change in other provisions Changes in operating assets and liabilities: Trade receivables 8,208 (6,487) Other current assets (68) (237) Receivables for current taxes 817 (2,476) Inventories (8,364) (2,490) Trade and other payables (5,016) 4,272 Other current liabilities Current income taxes (376) 284 Other non-current assets and liabilities (604) 877 Total adjustments and changes 16,329 11,372 Net cash flow generated from operating activities (A) 44,099 45,043 CASH FLOW FROM INVESTING ACTIVITIES: Investments in intangible assets (118) (128) Investments in property, plant & equipment incl. (35,190) (45,067) Purchase of 6.5% in Vetri Speciali (3,849) --- Other effects from purchase of investment (1,348) (45,067) Sales price of property, plant tangible fixed assets 4,400 4,777 Net cash flow from investing activities (B) (36,105) (85,485) CASH FLOW FROM FINANCING ACTIVITIES: Net change in short-term bank borrowings 25,421 2,505 New medium/long-term loans 5,400 21,830 Repayments of medium/long term loans (5,378) (10,238) Acquisition of treasury shares (855) (3,988) Dividends distributed (23,219) (17,399) Net cash flow from financing activities Net increase (decrease) in cash and cash equivalents (C) 1,369 (7,290) (A-B-C) 9,363 (47,732) Cash & cash equivalents at beginning of year 19,960 22,625 Cash & cash equivalents at end of year 29,323 (25,107)
11 ATTACHMENT 6 Statement of changes in Shareholders Equity (Euro thousands) Share Legal Revaluation Other Translation Capital Treasury Retained Net Total cons. capital Reserve reserve reserves reserve grants shares earnings profit shareholders' equity Balance at January 1, (230) Consolidated net profit Other gains (losses) (58) (58) Total profit(loss) (288) Allocation of the result (15.415) --- Distribution of reserve (8.800) --- (8.800) Acquisition of treasury shares (184) (184) Balance at December 31, (288) --- (184) Consolidated net profit Other gains (losses) Total profit(loss) (259) --- (184) Allocation of the result (24.917) --- Distribution of reserve (17.399) --- (17.399) Acquisition of treasury shares (3.988) (3.988) Bal. at Dec.31, (259) --- (4.172) Consolidated net profit Other gains (losses) (14) (14) Total profit(loss) (273) --- (4.172) Allocation of the result (33.671) --- Distribution of reserve (23.219) --- (23.219) Capital grants Acquisition of treasury shares (855) (855) Bal. at Dec.31, (273) 157 (5.027)
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