Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia VAT no: 00541390175

Share Capital: € 8,840,000 fully paid up Registration no: 00541390175

tel.: +39 0303692.1 fax: +39 0303365766

Press release

The Board of Directors approved the Financial Statements of Cembre SpA and the Consolidated Financial Statements at December 31, 2016 The Board proposes a €0.70 dividend per share (up 52.2%) Consolidated sales grew to €122.6 million, (up 1%) Consolidated net profit were equal to €16.9 million (up 6.2%)
  • Net consolidated financial position equal to a surplus of €26.7 million

  • Shareholders' Meeting called on April 20, 2017

  • Requisites for the independence of Independent Directors were assessed

  • Request made to the Shareholders' Meeting called on April 20, 2017 to authorize the purchase of own shares

(€'000)

2016

% Margin

2015

% Margin

change

Consolidated sales

122,605

100

121,377

100

1.0%

Consolidated gross operating profit

30,025

24.5

28,537

23.5

5.2%

Consolidated operating profit

24,095

19.7

22,836

18.8

5.5%

Consolidated pre-tax profit

24,059

19.6

22,878

18.8

5.2%

Consolidated net profit

16,927

13.8

15,933

13.1

6.2%

Consolidated net financial position

26,666

17,802

Brescia, March 10, 2017 - The Board of Directors of Cembre Spa - a STAR segment listed company and one of the largest European producers of electrical connectors and tools for their installation - approved at today's meeting chaired by its Chairman and Managing Director Giovanni Rosani the Statutory Accounts of Cembre SpA and the Consolidated Financial Statements at December 31, 2016.

With regard to Corporate Governance, the Board, having acknowledged the representations made by Independent Directors and on the basis of independent information acquired, ascertained the possession of requisites for independence - pursuant to article 148, comma 3, of Legislative Decree no. 58/1998, as referred to by article 147-ter, comma 4 of Legislative Decree no. 58/1998 and article 3 of the Code of Conduct promoted by Borsa Italiana SpA (the Italian Stock Market) - of said Independent Directors.

The Board of Directors also resolved to propose to the Ordinary Shareholders' Meeting called on April 20, 2017 (April 21 on second call), the distribution of a €0.70 dividend for each of the shares in circulation according to the following calendar: ex-dividend date May 8, right to receive dividends date May 9 and payment date May 10, 2017.

In 2016, consolidated revenues amounted to €122.6 million, up 1% on €121,4 million in 2015.

In the year, consolidated domestic sales amounted to €49.0 million, up 1% on the previous year, while exports grew by 1.1% to €73.6 million. A total of 40.0% of Group sales in 2016 were represented by Italy (as compared with 40.0% in 2015), 42.0% by the rest of Europe (43.0% in 2015), and the remaining 18.0% by the rest of the World (17.0% in 2015).

Consolidated gross operating profit amounted in 2016 to €30.0 million, representing a 24.5% margin on sales, up 5.2% on €28.5 million in 2015, when it represented a 23.5% margin on sales. The cost of goods sold as a percentage of sales declined from 34.2% to 33.2%, the cost of services remained stable while personnel costs as a percentage of sales grew as the average number of employees increased from 625 (including 26 employees on short-term contracts) in 2015 to 672 (including 50 employees on short-term contracts) in 2016. The increase in the average number of employees is due primarily to hiring in the sales department to implement the expansive sales policy of the Group.

Consolidated operating profit for 2016 amounted to €24.1 million, representing a 19.7% margin on sales, up 5.5% on €22.8 million in 2015, when it represented an 18.8% margin on sales.

Consolidated profit before taxes amounted in 2016 to €24.1 million, representing a 19.6% margin on sales, up 5.2% on €22.9 million in 2015, when it represented an 18.8% margin on sales.

Consolidated net profit for the year amounted to €16.9 million, representing a 13.8% margin on sales, up 6.2% on 2015, when it amounted to €15.9 million and represented a 13.1% margin on sales.

The net financial position improved from a surplus of €17.8 million at December 31, 2015 to a surplus of €26.7 million at the end of December 2016.

Capital expenditure in 2016 amounted to €7.6 million, up on €7.1 million in the previous year.

"In 2016 the Cembre Group reported consolidated sales of €122.6 million, up 1.0% on the previous year. Consolidated net income reached €16.9 million (up 6.2% on 2015). Turnover, operating profit and net profit were all at historical highs. Sales of the Cembre Group in the first two months of 2017 also grew 8.4% on the corresponding months of the previous year - commented Managing Director Giovanni Rosani - and in this framework we expect turnover for 2017 to grow moderately on 2016".

"The Group has a solid financial position amounting at December 31, 2016 to a surplus of €26.7 million, remaining stable at the end of February at €25.5 million. A proposal for the distribution of a

€0.70 dividend per share, representing a 52.2% increase on the previous year, will be submitted to the Shareholders' Meeting. The proposed dividend corresponds to 69.9% of consolidated net profit - concluded Rosani".

Parent company Cembre S.p.A. closed the 2016 financial year reporting sales of €94.6 million, up 2.2% on 2015. Operating profit for 2016 grew by 4.8% to €19.4 million, up from €18.5 million in 2015. Net profit of the parent company amounted to €15.9 million, up 10.3% on €14.4 million in

2015. In 2016 the parent company received €2.3 million in dividends from its subsidiaries, while in the previous year these amounted to €1.7 million.

* * * *

Request of the Board of Directors to the Shareholders' Meeting of an authorization to purchase own shares

At today's meeting, the Board of Directors resolved to submit to the upcoming Shareholders' Meeting a request to be authorized to purchase own shares after the authorization granted by the Shareholders' Meeting of April 21, 2016 has been revoked with reference to the unexercised part. The request aims at providing the Company with strategic investment opportunities to any end allowed by current regulations, including those contemplated under article 5 of EU Regulation 596/2014 (Market Abuse Regulation, MAR) and in the procedures contemplated under article 13, MAR.

The authorization to purchase own shares is requested for a period of 18 months from the date of the Extraordinary Shareholders' Meeting and is intended for the purchase of Cembre ordinary shares of par value €0.52, up to a the maximum limit established by current regulations for a consideration that shall not exceed the higher between the price at which the last independent transaction was concluded and the last independent bid price in the market in which the purchase is carried out. For any single purchase, such price per share shall in any case not be more than 20% lower or higher than the closing price registered by Cembre shares on the previous trading day.

The authorization to sell own shares is requested without a time limit.

At the date of the present press release, Cembre holds 89,095 own shares, representing 0.52% of the capital stock of the Company.

* * * *

Cembre designs, manufactures and distributes electrical connectors and cable accessories. It enjoys a leadership position in Italy and significant market shares in the rest of Europe. It is also the world's largest producer of connector installation tools (mechanical, pneumatic and hydraulic) and tools for cable shearing. The products it has developed for connection to the rail and for other railway applications are used by the main companies in this sector round the world. Cembre owes its success to an insistence on innovative, high-quality products, a broad and thorough collection, and an extensive distribution network both in Italy and abroad.

Founded in Brescia in 1969, the Cembre Group is now a full-fledged international force. Along with the parent company in Brescia it has five subsidiaries: four trading companies (in Germany, France, Spain and the United States) and one manufacturing and trading subsidiary (Cembre Ltd., in Birmingham, U.K.), for a total workforce of 678 as of December 2016. Since 1990 its products have been certified by Lloyd's Register Quality Assurance for the design and production of accessories for cables, electrical connectors and tools for their installation.

Cembre has been listed on the Italian Stock Exchange since December 15, 1997, and on the STAR section since September 24, 2001.

Contacts:

Claudio Bornati (Cembre S.p.A. ) +39 030 36921 claudio.bornati@cembre.com

Further information is available at Cembre's institutional website www.cembre.com in the Investor Relations section.

The manager responsible for preparing the Company's financial reports, Claudio Bornati, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records. Attachments - Financial Statements at December 31, 2016:
  • Consolidated Balance Sheet

  • Consolidated Comprehensive Income Statement

  • Consolidated Statement of Cash Flows

  • Balance Sheet of parent company Cembre S.p.A.

  • Comprehensive Income Statement of parent company Cembre S.p.A.

  • Statement of Cash Flows of parent company Cembre S.p.A.

At the date of the present press release the auditing of the 2016 financial statements has not yet been completed.

In the present document use is made of "alternative performance indicators" which are not provided for under European IFRS, and whose significance and content are illustrated below (in line with Recommendation CESR/05-178b published on November 3, 2005):

Gross Operating Profit (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit achieved before amortization, financial flows and taxes.

Operating Profit (EBIT): defined as the difference between the Gross Operating Profit and the value of depreciation, amortization and write-downs. It represents the profit before financial flows and taxes.

Net Financial Position: it represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.

Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia VAT no: 00541390175

Share Capital: € 8.840.000 fully paid up Registration no: 00541390175

tel.: +39 0303692.1 fax: +39 0303365766

Consolidated Financial Statements at December 31, 2016

Consolidated Statement of Financial Position

ASSETS

Dec. 31, 2016

Dec. 31, 2015

(euro '000)

66.298

of which: related parties

65.435

of which: related parties

NON CURRENT ASSETS

Tangible assets

Investment property

1.647

1.715

Intangible assets

1.350

1.336

Other investments

10

10

Other non-current assets

44

10

Deferred tax assets

2.502

2.550

TOTAL NON-CURRENT ASSETS

71.851

71.056

CURRENT ASSETS

38.796

39.191

Inventories

Trade receivables

24.885

26.372

Tax receivables

850

770

Other receivables

560

567

Cash and cash equivalents

26.709

17.802

TOTAL CURRENT ASSETS

91.800

84.702

NON-CURRENT ASSETS AVAILABLE FOR SALE

-

-

TOTAL ASSETS

163.651

155.758

LIABILITIES AND SHAREHOLDERS' EQUIT

Y

Dec. 31, 2016

Dec. 31, 2015

(euro '000)

8.840

of which: related parties

8.840

of which: related parties

SHAREHOLDERS' EQUITY

Capital stock

Reserves

111.860

106.400

Net profit

16.927

15.933

TOTAL SHAREHOLDERS' EQUITY

137.627

131.173

NON-CURRENT LIABILITIES

-

176

-

168

Non-current financial liabilities

Employee termination indemnity and other personnel benefits

2.618

2.617

Provisions for risks and charges

421

150

444

100

Deferred tax liabilities

2.043

2.235

TOTAL NON-CURRENT LIABILITIES

5.082

5.296

CURRENT LIABILITIES

-

16

-

Current financial liabilities

Liabilities on derivative instruments

43

-

Trade payables

13.306

11.653

Tax payables

921

679

Other payables

6.672

6.957

TOTAL CURRENT LIABILITIES

20.942

19.289

LIABILITIES ON ASSETS HELD FOR DISPOSAL

-

-

TOTAL LIABILITIES

26.024

24.585

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

163.651

155.758

Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia VAT no: 00541390175

Share Capital: € 8.840.000 fully paid up Registration no: 00541390175

tel.: +39 0303692.1 fax: +39 0303365766

Consolidated Financial Statements at December 31, 2016

Statement of Consolidated Comprehensive Income

2016

2015

(euro '000)

122.605

of which: related parties

121.377

of which: related parties

Revenues from sales and services provided

Other revenues

681

665

TOTAL REVENUES

123.286

122.042

Cost of goods and merchandise

(40.953)

(666)

(41.454)

(655)

Change in inventories

235

(92)

Cost of services received

(15.453)

(15.245)

Lease and rental costs

(1.536)

(626)

(1.410)

(584)

Personnel costs

(35.484)

(300)

(34.410)

(300)

Other operating costs

(1.151)

(1.258)

Increase in assets due to internal construction

1.138

852

Write-down of receivables

(43)

(417)

Accruals to provisions for risks and charges

(14)

(71)

GROSS OPERATING PROFIT

30.025

28.537

Property, plant and equipment depreciation

(5.394)

(5.223)

Intangible asset amortization

(536)

(478)

OPERATING PROFIT

24.095

22.836

Financial income

24

33

Financial expenses

(93)

(60)

Foreign exchange gains (losses)

33

69

PROFIT BEFORE TAXES

24.059

22.878

Income taxes

(7.132)

(6.945)

NET PROFIT FROM ORDINARY ACTIVITIES

16.927

15.933

NET PROFIT FROM ASSETS HELD FOR DISPOSAL

-

-

NET PROFIT

16.927

15.933

Items that will not be reclassified to profit and loss

(95)

(42)

Gains (losses) from discounting of Employees' Termination Indemnity

Income tax relating to items that will not be reclassified

23

7

Items that may be reclassified subsequently to profit and loss

Conversion differences included in equity

(1.718)

1.293

Restatement of deferred tax liability as per new tax rate

-

207

COMPREHENSIVE INCOME

15.137

17.398

BASIC AND DILUTED EARNINGS PER SHARE

1,00

0,94

Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia VAT no: 00541390175

Share Capital: € 8.840.000 fully paid up Registration no: 00541390175

Consolidated Financial Statements at December 31, 2016

Consolidated Statement of Cash Flows

2016

2015

€ '000

A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

17.802

11.659

B) CASH FLOW FROM OPERATING ACTIVITIES

16.927

15.933

Net profit for the period

Depreciation, amortization and write-downs

5.930

5.701

(Gains)/Losses on disposal of assets

(25)

9

Net change in Employee Severance Indemnity

1

63

Net change in provisions for risks and charges

(23)

175

Operating profit (loss) before change in working capital

22.810

21.881

(Increase) Decrease in trade receivables

1.487

(747)

(Increase) Decrease in inventories

395

(900)

(Increase) Decrease in other receivables and deferred tax assets

(25)

(29)

Increase (Decrease) of trade payables

1.022

(1.401)

Increase (Decrease) of other payables, deferred tax liabilities and tax payables

(235)

(709)

Change in working capital

2.644

(3.786)

NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES

25.454

18.095

C) CASH FLOW FROM INVESTING ACTIVITIES

(553)

(601)

Capital expenditure on fixed assets:

- intangible

- tangible

(7.059)

(6.534)

Proceeds from disposal of tangible, intangible, financial assets

- intangible

-

9

- tangible

219

327

Increase (Decrease) of trade payables for assets

631

(165)

NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES

(6.762)

(6.964)

D) CASH FLOW FROM FINANCING ACTIVITIES

(34)

(1)

(Increase) Decrease in other non current assets

Increase (Decrease) in derivative instruments

43

-

Change in reserves for purchase of own shares

(863)

-

Dividends distributed

(7.820)

(6.120)

NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES

(8.674)

(6.121)

E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D)

10.018

5.010

F) Foreign exchange differences

(1.039)

961

G) Discounting of Employee Termination Indemnity

(72)

(35)

H) Restatement of deferred tax liabilities as per new tax rate

-

207

I) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (A+E+F+G+H)

26.709

17.802

Assets available for sales included above

-

-

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

26.709

17.802

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

26.709

17.802

Liabilities on derivative instruments

(43)

-

NET CONSOLIDATED FINANCIAL POSITION

26.666

17.802

INTERESTS PAID IN THE PERIOD

-

(1)

BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

Cash Banks

44

26.665

18

17.784

26.709

17.802

Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia VAT no: 00541390175

Share Capital: € 8.840.000 fully paid up Registration no: 00541390175

tel.: +39 0303692.1 fax: +39 0303365766

Financial Statement at December 31, 2016

Statement of financial position

ASSETS

Dec. 31, 2016

Dec. 31, 2015

NON CURRENT ASSETS

56.051.379

of which: related

53.983.959

of which: related

parties

parties

Tangible assets

Investment property

1.179.073

1.232.614

Intangible assets

1.331.101

1.302.697

Investments in subsidiaries

9.851.013

10.144.083

Other investments

10.333

10.333

Other non-current assets

7.791

6.838

Deferred tax assets

765.566

728.392

TOTAL NON-CURRENT ASSETS

69.196.256

67.408.916

CURRENT ASSETS

28.610.236

2.381.905

28.523.940

3.735.181

Inventories

Trade receivables

15.362.022

16.283.580

Trade receivables from subsidiaries

2.381.905

3.735.181

Tax receivables

708.932

669.002

Other assets

511.965

425.025

Cash and cash equivalents

20.127.391

11.074.009

TOTAL CURRENT ASSETS

67.702.451

60.710.737

NON-CURRENT ASSETS AVAILABLE FOR SALE

-

-

TOTAL ASSETS

136.898.707

128.119.653

LIABILITIES AND SHAREHOLDERS' EQUITY

Dec. 31, 2016

Dec. 31, 2015

EQUITY

8.840.000

of which: related

8.840.000

of which: related

parties

parties

Capital stock

Reserves

90.116.691

84.433.132

Net profit

15.931.868

14.438.346

TOTAL SHAREHOLDERS' EQUITY

114.888.559

107.711.478

NON-CURRENT LIABILITIES

-

175.705

-

167.665

Non-current financial liabilities

Employee Severance Indemnity and other personnel benefits

2.353.899

2.387.874

Provisions for risks and charges

421.029

150.000

443.855

100.000

Deferred tax liabilities

1.877.199

1.971.605

TOTAL NON-CURRENT LIABILITIES

4.652.127

4.803.334

CURRENT LIABILITIES

-

145

-

4.324

Current financial liabilities

Liabilities on derivative instruments

43.487

-

Trade payables

12.320.651

10.721.910

Trade payables to subsidiaries

145

4.324

Tax payables

338.230

188.972

Other Payables

4.655.508

4.689.635

TOTAL CURRENT LIABILITIES

17.358.021

15.604.841

LIABILITIES ON ASSETS HELD FOR DISPOSAL

-

-

TOTAL LIABILITIES

22.010.148

20.408.175

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

136.898.707

128.119.653

Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia VAT no: 00541390175

Share Capital: € 8.840.000 fully paid up Registration no: 00541390175

tel.: +39 0303692.1 fax: +39 0303365766

Financial Statement at December 31, 2016

Statement of comprehensive income

2016

2015

Revenues from sales and services provided

94.649.538

of which: related parties

27.516.298

477.145

92.615.852

of which: related parties

26.890.753

482.473

Other revenues

785.692

754.013

TOTAL REVENUES

95.435.230

93.369.865

Cost of goods and merchandise

(35.080.007)

(779.015)

(35.996.664)

(707.765)

Change in inventories

86.296

1.615.010

Cost of services received

(10.723.508)

(665.660)

(10.552.282)

(655.295)

Lease and rental costs

(955.513)

(528.342)

(920.254)

(528.376)

Personnel costs

(24.642.238)

(300.397)

(23.774.554)

(299.510)

Other operating costs

(750.563)

(892.730)

Increase in assets due to internal construction

1.106.158

819.091

Write-down of receivables

-

(340.343)

Accruals to provisions for risks and charges

(14.000)

(70.326)

GROSS OPERATING PROFIT

24.461.855

23.256.813

Tangible asset depreciation

(4.555.464)

(4.306.646)

Intangible asset amortization

(517.237)

(453.494)

OPERATING PROFIT

19.389.154

18.496.673

Financial income

2.422.764

2.408.894

1.750.719

1.728.542

Financial expenses

(92.038)

(59.072)

Foreign exchange gains (losses)

69.359

(24.387)

PROFIT BEFORE TAXES

21.789.239

20.163.933

Income taxes

(5.857.371)

(5.725.587)

NET PROFIT FROM ORDINARY ACTIVITIES

15.931.868

14.438.346

NET PROFIT FROM ASSETS HELD FOR DISPOSAL

-

-

NET PROFIT

15.931.868

14.438.346

Items that will not be reclassified to profit and loss

(94.905)

(42.413)

Gains (losses) from discounting of Employees' Termination Indemnity

Income tax relating to items that will not be reclassified

22.778

6.946

Items that may be reclassified subsequently to profit and loss

Restatement of deferred tax liability as per new tax rate

-

207.232

COMPREHENSIVE INCOME

15.859.741

14.610.111

BASIC AND DILUTED EARNINGS PER SHARE

0,94

0,85

Financial Statement at December 31, 2016

Statement of Cash Flows

Joint-stock Company

Main Office: Via Serenissima, 9 - 25135 Brescia

VAT no: 00541390175

Share Capital: € 8.840.000 fully paid up Registration no: 00541390175

2016

2015

A) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

11.074.009

7.342.623

B) CASH FLOW FROM OPERATING ACTIVITIES

15.931.868

14.438.346

Net profit for the year

Depreciation, amortization and write-downs

5.072.701

4.760.140

(Gains)/Losses on disposal of assets

(6.441)

42.679

Net change in Employee Severance Indemnity

(33.975)

54.773

Net change in provisions for risks and charges

(22.826)

174.528

Operating profit (loss) before change in working capital

20.941.327

19.470.466

(Increase) Decrease in trade receivables

2.274.834

(283.349)

(Increase) Decrease in inventories

(86.296)

(1.615.010)

(Increase) Decrease in other receivables and deferred tax assets

(164.044)

186.561

Increase (Decrease) of trade payables

963.376

(1.303.140)

Increase (Decrease) of other payables and deferred tax liabilities

20.725

(666.954)

Change in working capital

3.008.595

(3.681.892)

NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES

23.949.922

15.788.574

C) CASH FLOW FROM INVESTING ACTIVITIES

(545.641)

(599.338)

Capital expenditure on fixed assets:

- intangible

- tangible

(6.706.294)

(5.631.774)

Proceeds from disposal of tangible, intangible, financial assets

- intangible

-

9.269

- tangible

143.392

278.993

- financial

293.070

-

Increase (Decrease) of trade payables for assets

631.186

(164.823)

NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES

(6.184.287)

(6.107.673)

D) CASH FLOW FROM FINANCING ACTIVITIES

(953)

(1.280)

(Increase) Decrease in other non current assets

Increase (Decrease) of liabilities from derivative instruments

43.487

-

Change in reserves for purchase of own shares

(862.660)

-

Dividends distributed

(7.820.000)

(6.120.000)

NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES

(8.640.126)

(6.121.280)

E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D)

9.125.509

3.559.621

F) Discounting of employees' termination indemnities

(72.127)

(35.467)

H) Restatement of deferrd tax liabilities as per new tax rate

-

207.232

G) CASH AND CASH EQUIVALENTS AT END OF YEAR (A+E+F)

20.127.391

11.074.009

CASH AND CASH EQUIVALENTS AT END OF YEAR

20.127.391

11.074.009

Liabilities on derivative instruments

(43.487)

-

NET FINANCIAL POSITION

20.083.904

11.074.009

INTEREST PAID IN THE YEAR

(21)

(325)

BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF YEAR

Cash Banks

5.760

20.121.631

11.608

11.062.401

20.127.391

11.074.009

Cembre S.p.A. published this content on 10 March 2017 and is solely responsible for the information contained herein.
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