quarterly report at 31 march 2012 - gruppo biancamano · 2012-05-16 · interim report on...

23
QUARTERLY REPORT AT 31 MARCH 2012

Upload: others

Post on 03-Jul-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

QUARTERLY REPORT AT 31 MARCH 2012

Page 2: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Contents 2

CONTENTS

1. COMPANY DATA AND CORPORATE BODIES ...................................................................... 3

COMPANY DATA ................................................................................................................................................................ 3

2. BREAKDOWN OF THE CORPORATE BODIES ...................................................................... 3

3. MAIN CONSOLIDATED ECONOMIC, FINANCIAL, CORPORATE AND OPERATING FIGURES ................................................................................................................................................ 6

4. PERFORMANCE OF THE BIANCAMANO SHARE ON THE STOCK MARKET ............. 7

5. SIGNIFICANT EVENTS OF THE FIRST QUARTER 2012 ..................................................... 7

6. REPORT ON OPERATIONS......................................................................................................... 8

6.1. INTRODUCTION ...................................................................................................................................................... 8

6.2 INFORMATION ON ALTERNATIVE PERFORMANCE INDICATORS ............................................................................... 8

6.3 ECONOMIC PERFORMANCE AND FINANCIAL POSITION............................................................................................ 9

7. SIGNIFICANT EVENTS OCCURRED AFTER THE END OF THE QUARTER ............... 15

8. SIGNIFICANT NON-RECURRING, ATYPICAL AND/OR UNUSUAL TRANSACTIONS15

9. CONSOLIDATED FINANCIAL STATEMENTS AT 31 MARCH 2012 ................................ 16

Page 3: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Company data and Corporate Bodies 3

1. Company data and Corporate Bodies Company data BIANCAMANO S.p.A. Registered office: Rozzano (Milan), Milanofiori, Strada 4, Palazzo Q6 Share capital: 1,700,000 euro fully paid in Registered in the Milan Register of Companies under no. 01362020081 Tax code and VAT no. 01362020081 Website: www.gruppobiancamano.it

2. Breakdown of the corporate bodies Board of Directors in office until approval of the financial statements closed on 31 December 2014

Mr. Giovanni Battista Pizzimbone Chairman and CEO born on 04.05.1966 in Savona (SV) Mr. Pierpaolo Pizzimbone Deputy Chairman born on 04.03.1969 in Savona (SV) Mr. Massimo Delbecchi CEO born on 09.10.1963 in Imperia (IM) Ms. Rosalba Casiraghi Independent Director born on 17.06.1950 in Milan (MI) Mr. Giovanni Maria Conti Director born on 04.10.1964 in Milan (MI) Ms. Patrizia Polliotto Director born on 21.03.1962 in Pinerolo (TO) Mr. Luigi Reale Independent Director born on 01.07.1955 in Syracuse (SR)

Board of Statutory Auditors in office until approval of the company financial statements closed on 31 December 2014

Mr. Enrico Maria Bignami Chairman born on 07.05.1957 in Milan (MI) Mr. Gianfranco Gabriel Statutory Auditor born on 17.10.1949 in Imperia (IM) Mr. Mario Signani Statutory Auditor born on 24.09.1953 in La Spezia (SP) Mr. Paolo Salvaderi Alternate Auditor born on 15.10.1963 in Milan (MI) Ms. Sara Anita Speranza Alternate Auditor born on 12.01.1972 in Luino (VA)

Chief Financial Officer

Ms. Alessandra De Andreis born on 07.02.1969 in Albenga (SV)

Page 4: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Company data and Corporate Bodies 4

Control and Risks Committee and Related Parties Com mittee in office until approval of the financial statements closed on 31 December 2014

Ms. Rosalba Casiraghi born on 17.06.1950 in Milan (MI) Mr. Giovanni Maria Conti born on 04.10.1964 in Milan (MI) Ms. Patrizia Polliotto born on 21.03.1962 in Pinerolo (TO)

Remuneration Committee and Appointments Committee in office until approval of the financial statements closed on 31 December 2014

Mr. Giovanni Maria Conti born on 04.10.1964 in Milan (MI) Ms. Patrizia Polliotto born on 21.03.1962 in Pinerolo (TO) Mr. Luigi Reale born on 01.07.1955 in Syracuse (SR)

Supervisory Board in office until approval of the financial statements closed on 31 December 2014

Mr. Alberto Bernardinello Chairman born on 23.05.1969 in Alassio (IM) Mr. Luigi Bricocoli born on 08.01.1964 in Foggia (FG) Mr. Marco Roncalli Born on 30.03.1971 in Romano di Lombardia (BG)

Internal Audit

Ms. Virginia Scardia born on 27.06.1972 in Bari (BA)

Investor Relator

Ms. Chiara Locati born on 14.04.1972 in Milan (MI)

Lead Independent Director

Mr. Luigi Reale

born on 01.07.1955 in Syracuse (SR) Ethics Committee in office until annulment or resignation

Mr. Lorenzo Reali Chairman born on 05.05.1935 in Bettona (PG) Ms. Maria Fernanda Stagno D’Alcontres born on 19.12.1963 in Messina (ME) Fr. Davide Maria Emilio Cito born on 29.10.1956 in Milan (MI)

Page 5: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Company data and Corporate Bodies 5

Independent Auditing Firm the confirmed audit assignment is for the period 2006-2014

Mazars S.p.A. Corso di Porta Vigentina 35

Milan

Page 6: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 6

3. Main consolidated economic, financial, corporate and operating figures

Economic figures Values expressed in thousands of euro

31/03/2012 31/03/2011 (*) ADJUSTED

31/03/2011 (published)

Total revenues 62,079 65,437 68,641

EBITDA 7,545 7,310 7,310

- From municipal waste management services

8,078 8,102 8,102

- From treatment and disposal services (545) (787) (787)

EBIT 3,736 3,887 3,887

Profit before tax 1,003 2,473 2,473

Net result from operating activities 504 1,288 1,288

Income from asset disposals - - -

Net Result 504 1,288 1,288

Financial figures

31/03/2012 31/12/2011 31/03/2011

Shareholders’ Equity 43,767 43,353 45,286

Investments 9,114 36,986 6,542

Working capital 24,541 20,796 47,908

Invested capital 181,652 173,292 181,495

Net Financial Position 137,877 129,938 136,662

Number of treasury shares (held directly and indirectly)

1,300,311 1,300,311 1,300,311

Operating figures 31/03/2012 31/12/2011 31/03/2011

Number of employees 3,734 3,776 3,756

Number of operating units 85 85 83

Number of vehicles 3,389 3,257 3,101

(*) in order to allow for a comparison with the same quarter of 2012, the adjusted figure as at 31 March 2011 reflects the effect of the change in the method for accounting revenues from the Temporary Joint Venture, which does not however constitute a change in accounting standards, as explained below.

Page 7: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 7

4. Performance of the Biancamano share on the stock market In the first three months of 2012, the Biancamano share’s performance was -1.3%, and it stood at 1.31 euro as at 31 March 2012. In the first quarter of 2012, the share exhibited lateral movement between the relative minimums at around 1.26 euro, already recorded in December, and the upper level of 1.45, with exchange volumes expanding slightly in March. The relative performance of the share compared to the FTSE Star index was -7% on an annual basis and -18% on a quarterly basis.

5. Significant events of the first quarter 2012 The new corporate site was launched in the course of the first quarter of 2012. The key communications tool is the Group’s website (www.gruppobiancamano.it ) and the process begun in 2011 to continuously improve online communication was completed at the end of last year. The creation of a new corporate website is intended to pursue the following goals:

- disseminate awareness of the renewed corporate identity of the Biancamano Group and its leadership in the waste management sector;

- emphasise the focus on the environment and corporate social responsibility; - guarantee easier browsing by means of a more efficient structure; - offer stronger updating ability of the contents and independent publication for system

administrators; - design a section which contributes toward compliance with new elements introduced by

the Transparency Directive; - Addition of the Corporate Social Responsibility section.

Page 8: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 8

6. Report on Operations

6.1. Introduction This Interim Report on Operations at 31 March 2012 (hereafter the “Quarterly report”) was drawn up pursuant to legislative decree 58/1998 and subsequent amendments as well as the Consob’s Issuers’ Regulation. It was not drawn up according to the indications of the interim financial disclosures accounting standard (IAS 34 “Interim Financial Reporting”). Given all of the above, the accounting standards applied to this Quarterly report are the same as those already adopted to prepare the consolidated financial statements at 31 December 2011, to which reference is made for the purpose of completeness of information. This Quarterly report is not subject to auditing.

6.2. Information on alternative performance indicat ors In addition to traditional IFRS indicators, this report at 31 March 2012 presents a number of alternative performance indicators to offer an improved assessment of the economic, equity and financial position. As their measurement is not regulated by the reference accounting standards, the calculation method applied by the Group may not be identical to that adopted by others and therefore these indicators may not be comparable. However, the indicators should not be considered as replacements for the traditional IFRS indicators. The alternative performance indicators used are illustrated as follows:

• EBITDA (Gross Operating Result): profit for the year, gross of the amortisation of intangible fixed assets, depreciation of property, plant and equipment, provisions and write-downs, financial income and charges, the group share of the results of associates and income tax.

• EBIT (Net Operating Profit): profit for the year gross of financial income and charges, the group share of the results of associates and income tax.

• Net Financial Position: cash and the financial assets net of current and non-current borrowings.

• Overheads Margin: the difference between shareholders’ equity plus non-current liabilities and non-current assets.

• Debt-Equity Ratio: the ratio between the Net Financial Position and consolidated shareholders’ equity.

• Net Working Capital: current assets net of cash, cash equivalents and financial assets, less non-financial current liabilities.

• Net Invested Capital: the algebraic sum of net fixed assets and net working capital, funds not previously taken into account, deferred tax liabilities and deferred tax assets.

Page 9: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 9

6.3. Economic performance and financial position Comments on the main economic changes

With a view to optimising the management of contracts, with reference to the turnover of some temporary joint ventures, starting this year, the accounting of revenues for the Group, differently from the past, reflects exactly the portion due to it based on the Temporary Joint Venture regulation and the agreements formalised between the Associates and the Commissioning body. To facilitate understanding of the operating performance, the business results as at 31 March 2011 have also been shown with adjusted values. The main consolidated economic figures, therefore net of t effects, can be summarised as illustrated in the following tables.

Economic figures Values expressed in thousands of euro

31/03/2012 % 31/03/2011 ADJUSTED (*)

% 31/03/2011 (Published)

%

Total revenues 62,079 100% 65,437 100% 68,641 100%

EBITDA 7,545 12.2% 7,310 11.2% 7,310 10.6%

EBIT 3,736 6.0% 3,887 5.9% 3,887 5.7%

Profit before tax 1,003 1.6% 2,472 3.8% 2,472 3.6%

Net result from operating activities 504 0.8% 1,288 2.0% 1,288 1.9%

Income from asset disposals - - - - - -

Net Result 504 0.8% 1,288 2.0% 1,288 1.9%

Economic figures 31/03/2012 % 31/03/2011 ADJUSTED (*)

% 31/03/2011 (Published)

%

Total revenues 62,079 100.0% 65,437 100.0% 68,641 100.0%

Changes in inventories (9) - (2) - (2) -

Costs for production supplies (6,661) (10.7%) (6,493) (9.9%) (6,493) (9.5%)

Service costs (12,614) (20.3%) (15,356) (23.5%) (18,560) (27.0%)

Costs for the use of third-party assets (1,212) (2.0%) (1,666) (2.5%) (1,666) (2.4%)

Personnel expense (33,222) (53.5%) (34,210) (52.3%) (34,210) (49.8%)

Other operating (expense) income (304) (0.5) (333) (0.5%) (333) (0.5%)

Other (expense) income (510) (0.8%) (67) (0.1%) (67) (0.1%)

Total costs (54,533) (87.8%) (58,127) (88.8%) (61,331) (89.4%)

Gross Operating Profit 7,545 12.2% 7,310 11.2% 7,310 10.6%

Total revenues went from 65,437 thousand euro in 2011 (adjusted figure) to 62,079 thousand euro, with a change of 3,358 thousand euro basically resulting from the sale of the hospital waste business unit, which as at 31 March 2011 had contributed to the Group’s turnover with revenues of 2,886 thousand euro, while the operating margin was insignificant. In absolute terms, EBITDA reached Euro 7,545 thousand euro and the percentage ratio of EBITDA over total revenues went from 11.2% of 31 March 2011 to 12.2% of 31 March 2012.

Page 10: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 10

As already described in the consolidated report as at 31 December 2011, the improvement in the operating margin is essentially a result of the recovery in contract margins, which as expected began to demonstrate its effects already beginning in the reference quarter. The results achieved are due to actions aimed at: (i) further increasing the selection of tenders based on the achievable operating margin; (ii) adopting new processes, which will become fully operative this year, for the selection of and contract negotiations with suppliers, aimed at maximising the obtainable economic advantages by increasing economies of scale and competition between different potential partners, privileging framework agreements with leading operators at the national level; (iii) identifying, after analysis, some specific production process phases which should be addressed to improve their efficiency and reduce costs such as, for example, increasing efficiency in disposal activities by in-housing services previously assigned to third parties through subcontracting and/or reducing costs related to the Temporary Joint Ventures. In absolute terms, EBIT reached 3,736 thousand euro and the percentage impact on total revenues is essentially in line with that of the previous quarter. The consolidated result before tax stood at 1,003 thousand euro with an impact on total revenues decreasing from 3.8% in 2011 to 1.7% in 2012 (-2.1%). Profit before tax decreased compared to the previous year as a result of the higher impact of net financial charges, which went from 2.2% in 2011 to 4.4% in 2012. Financial charges are mainly related to interest payable on current accounts and factoring advances, payment extensions and commissions applied on credits transferred without recourse. As a result of all of the above, the net consolidated result stood at 504 thousand euro. The operating margin trends by business area are shown below.

Income Statement Values expressed in thousands of euro

Biancamano S.p.A.

% Aimeri Ambiente S.r.l.

% Ponticelli S.r.l.

%

Total revenues 1,496 100.0% 61,861 100.00% 336 100.00%

Changes in inventories (4) (0.3%) (4) - - -

Costs for production supplies - - (6,647) (10.7%) (14) (4.1%)

Service costs (591) (39.5%) (13,157) (21.3%) (448) (133.3%)

Costs for the use of third-party assets (45) (3.0%) (1,134) (1.8%) (67) (19.9%)

Personnel expense (829) (55.4%) (32,070) (51.8%) (324) (96.3%)

Other operating (expense) income (25) (1.7%) (227) (0.4%) (52) (15.5%)

Other (expense) income 10 0.7% (544) (0.9%) 24 7.1%

Total costs (1,484) (99.2%) (53,783) (86.9%) (881) (262.1%)

Gross Operating Profit 12 0.8% 8,078 13.06% (545) (162.1%)

Page 11: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 11

Comments on the main equity changes The main consolidated equity figures are summarised as illustrated in the following table.

Equity figures 31/03/12 31/12/11

Non-curren t assets 170,153 164,808

- of which net intangible assets 4,078 4,442

- of which net property, plant and equipment 147,726 142,058

Current assets 162,877 164,513

TOTAL ASSETS 333,030 329,321

Shareholders’ Equity 43,774 43,353

Medium/long-term liabilities 77,659 68,701

Current liabilities 211,597 217,267

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 333,030 329,321

OVERHEADS MARGIN (48,720) (52,754)

Non-current assets Tangible fixed assets increased as a whole by 5,192 thousand euro; this rise was mainly due to investments in new vehicles and equipment. The change in non-current assets other than net fixed assets is not significant. Current assets Current assets decreased by 1,636 thousand euro in absolute terms, largely due to the decrease in other receivables. Shareholders’ Equity The shareholders’ equity increased from 43,353 thousand euro in 2011 to 43,774 thousand euro in the first quarter 2012. Overheads margin The overheads margin decreased from (52,754) thousand euro in 2011 to (48,720) thousand euro in the first quarter 2011. This decrease is due to the increase in investments made in the first quarter 2012. Financial position The main consolidated financial figures can be summarised as illustrated in the following table.

Financial figures Values expressed in thousands of euro

31/03/12 31/12/11 31/03/2011

NET FINANCIAL POSITION (137,877) (129,938) (136,662)

NET WORKING CAPITAL 24,541 20,796 47,908

NET INVESTED CAPITAL 181,652 173,292 181,495

DEBT-EQUITY ratio 3.15 3.0 3.02

Page 12: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 12

Net Financial Position

The following table illustrates the breakdown of the net financial position at the reference dates.

Consolidated Net Financial Position Values expressed in thousands of euro

31/03/2012 31/12/11 31/03/2011

A Cash 286 257 247 B Cash equivalents 4,551 9,589 10,627 C Securities held for trading - - - D Cash and cash equivalents (A) + (B) + (C) 4,837 9,845 10,873 E Current loans 4,885 4,829 4,689 F Current bank payables (56,255) (56,276) (64,050) G Current portion of non-current borrowings (9,452) (9,883) (9,887) H Other current loans payable (17,279) (22,068) (18,910) I Current loans payable (F) + (G) + (H) (82,986) (88,228) (92,847) J Net current financial position (E) + (I) (73,263) (73,553) (77,285) K Non-current bank payables (14,892) (15,953) (19,710) L Bonds issued - - - M Other non-current payables (49,722) (40,433) (39,668) N Non-current financial position (K) + (L) + (M) (64,614) (56,385) (59,378) O Net Financial Position (J) + (N) (137,877) (129,938) (136,662)

The table below shows the change in the Group’s net borrowings this quarter with respect to 2011:

Values expressed in thousands of euro 31/03/2012 31/12/2011

Free cash flow (7,856) (9,052)

Dividends to shareholders - (1,348)

Other changes in shareholders' equity (82) (277)

Change in Net Financial Position (7,939) (10,677)

At 31 March 2012 the net financial position of (137,877) thousand euro recorded a 7,939 thousand euro increase on the figure at 31 December 2011 (129,938 thousand euro) and is, instead, essentially in line with the figure as at 31 March 2011 (136,662 thousand euro). The change in net borrowing compared to the previous year is mainly attributable to the free cash flow which was negative by 7,856 thousand euro, in addition to the change in shareholders’ equity of 82 thousand euro. The negative free cash flow is a result of the following combined factors:

- positive operative cash flow of 1,067 thousand euro, of which 5,744 euro is before changes in net working capital;

- 8,924 thousand euro from investment activities, essentially attributable to technical investments.

Page 13: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 13

The table below also shows the breakdown of the net financial position of Group companies net of intragroup balances:

Values expressed in thousands of euro 31/03/12 31/12/11 31/03/11

Biancamano S.p.A. net financial position 2,889 6,384 13,430

Aimeri Ambiente S.r.l. net financial position (134,462) (131,986) (145,706)

Ponticelli S.r.l. net financial position (6,304) (4,336) (4,386)

Consolidated net financial position (137,877) (129,938) (136,661)

The following table provides an itemised breakdown of the consolidated net financial position at 31 March 2012, with an indication of the percentage weighting of the various components.

Values expressed in thousands of euro 31/03/12 % weighting

Cash, cash equivalents and securities 4,837 (3.5%)

Current loans 4,885 (3.5%)

Due to bank current accounts (6,237) 4.5%

Advances on invoices (50,019) 36.3%

Mortgages and loans due within 12 months (9,452) 6.9%

Due on leases within 12 months (14,654) 10.6%

Other current loans payable (2,622) 2%

Total current net financial position (73,260) 53.1%

Mortgages and loans due after 12 months (18,558) 13.5%

Due on leases after 12 months (46,056) 33.4%

Total non -current financial position (64,614) 46.9%

Net Financial Positio n (137,877) 100.0%

As seen in the chart above, and mentioned a number of times, the structure of the net financial position was characterised by a lower risk profile, since it mainly comprises financial leasing agreements and advances on invoices (“self-liquidating" credit facilities), the total effect of which amounts to approximately 80% on total payables.

Page 14: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 14

Net working capital

The following table illustrates developments in consolidated net working capital during the first quarter 2012.

Net Working Capital Values expressed in thousands of euro

31/03/12 31/12/11 31/03/11

Inventories 1,990 1,999 1,989

Trade receivables 138,393 134,497 134,941

Other current assets 8,940 10,982 7,613

Tax receivables 3,828 2,358 1,910

Current Assets 153,152 149,836 146,453

Trade payables (70,699) (77,348) (62,651)

Tax payables (33,307) (28,054) (16,895)

Other current loans and liabilities (24,605) (23,637) (18,999)

Current liabilities (128,611) (129,039) (98,545)

Net Working Capita l 24,541 20,796 47,908

The consolidated net working capital grew from 20,796 thousand euro of 2011 to 24,541 thousand euro of the first quarter 2012, up by 3,745 thousand euro, essentially as a result of the rise in receivables, typical of the first and third quarter of every year, and also due to the 6,282 thousand euro decrease in trade payables. Net Invested Capital

Values expressed in thousands of euro 31/03/2012 31/12/2011

Fixed assets 170,153 164,808 Intangible assets 14,863 15,227 Property, plant and equipment 147,726 142,058 Financial assets 5,667 5,857 Prepaid tax assets 1,897 1,667 Net capital from operating activities 69,317 59,148 Inventories 1,990 1,999 Trade receivables 138,393 134,497 Trade payables (-) (70,699) (77,348) Working capital from operating activities (45,140) (38,348) Other assets 12,772 13,343 Other liabilities (-) (57,912) (51,691) Invested capital less liabilities for the year 194,967 185,608 Employee -related provisions ( -) (6,888) (6,242) Provisions for risks and charges ( -) (1,891) (1,891) Deferred tax provisions ( -) (3,548) (3,465) Derivative instruments (718) (718) NET INVESTED CAPITAL 181,652 173,292 Shareholders’ Equity: 43,774 43,353 Net fundi ng 137,877 129,938 TOTAL SOURCES OF FUNDING 181,652 173,292

Page 15: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Interim report on operations at 31 March 2012 15

The net invested capital totalled 181,652 thousand euro, compared to 173,292 thousand euro in 2011 (+ 8,360 thousand euro); the difference is mainly due to the increase in investments as described above.

7. Significant events occurred after the end of the quarter The Biancamano S.p.A. Ordinary Shareholders’ Meeting approved the financial statements closed as at 31 December 2011 on 27 April 2012 and resolved to allocate the entirety of Biancamano’s profit for the year totalling 2,731,496 euro to the distributable reserve. The Biancamano S.p.A. Shareholders’ Meeting also appointed the following Directors for three years and therefore until the approval of the financial statements as at 31 December 2014: Giovanni Battista Pizzimbone, Massimo Delbecchi, Pier Paolo Pizzimbone, Rosalba Casiraghi, Giovanni Maria Conti, Patrizia Polliotto and Luigi Reale, proposed directly during the meeting by the controlling shareholder, Biancamano Luxembourg SA. The Meeting appointed Director Giovanni Battista Pizzimbone as the Chairman and three Independent Directors (Rosalba Casiraghi, Patrizia Polliotto and Luigi Reale) out of seven Directors in observance of the provisions of the Consolidated Law on Finance (art. 148, 3 paragraph) and the self-imposed code of conduct (art. 3.C.3 - December 2011 edition). The Meeting unanimously approved the remuneration policy proposed for members of the Management Body and strategic executives, as well as the procedures used to adopt and implement it, as described in the first section of the remuneration report prepared pursuant to articles 123 ter of the Consolidated Law on Finance (TUF) and 84 quater of the Issuers' Regulation adopted with Consob resolution no. 11971/1999. The Meeting unanimously nominated for three years and so until the approval of the financial statements as at 31 December 2014, Mr. Enrico Maria Bignami, Mr. Gianfranco Gabriel and Mr. Mario Signani as Statutory Auditors and Ms. Sara Anita Speranza and Mr. Paolo Salvaderi as Alternate Auditors, who were directly proposed during the meeting by the majority shareholder Biancamano Luxembourg SA. The Meeting acknowledged that all of the statutory auditors satisfy the requirements of provisions in force to take the position. The Meeting unanimously elected the Statutory Auditor Enrico Maria Bignami as Chairman. On 27 April 2012 , the Board of Directors, elected by the Ordinary Shareholders’ Meeting, confirmed the pre-existing authorisations of the Chairman Giovanni Battista Pizzimbone, confirmed Massimo Delbecchi as the CEO and appointed Pier Paolo Pizzimbone as Deputy Chairman. The Board of Directors appointed the Control and Risks Committee, which was also assigned the responsibilities of the Related Parties Committee, and the Remuneration Committee, which was also assigned the responsibilities of the Appointments Committee. Finally, the Board reconfirmed the Independent Director Luigi Reale as the Lead Independent Director pursuant to criterion 2.C.3 of the self-imposed code of conduct. The non-executive directors Rosalba Casiraghi (independent), Patrizia Polliotto (independent) and Giovanni Maria Conti (not independent) were appointed as members of the Control and Risks Committee and the non-executive Directors Giovanni Maria Conti (not independent), Patrizia Polliotto (independent) and Luigi Reale (independent) were appointed as members of the Remuneration Committee. The Board also re-appointed the Supervisory Body, which includes Mr. Alberto Bernardinello, Mr. Luigi Bricocoli and Mr. Marco Roncalli.

8. Significant non-recurring, atypical and/or unusu al transactions During the reference quarter the Group did not perform any significant transaction that qualifies as non-recurring, atypical and/or unusual according to the provisions of Consob Communication DEM/6064293 of 28 July 2006.

Rozzano (MI), 14 May 2012

Page 16: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 16

9. Consolidated financial statements at 31 March 20 12 9.1. Statement of Financial Position

Consolidated statement of financial position Values expressed in thousands of euro

31/03/2012 31/12/2011

Non-current assets: Property, plant and equipment 147,726 142,058 Goodwill 10,785 10,785 Other intangible assets 4,078 4,442 Investments 895 894 Non-current financial assets 158 158 Receivables and other non-current assets 4,613 4,804 Prepaid taxes 1,897 1,667 Total non -current assets 170,153 164,808 Current assets: Inventories 1,990 1,999 Trade receivables 138,393 134,497 Other current assets 8,940 10,982 Tax receivables 3,828 2,358 Current financial assets 4,888 4,832 Cash and cash equivalents 4,837 9,845 Total current assets 162,877 164,513 Available -for -sale assets - - Total Assets 333,030 329,321 Shareholders’ Equity: Capital 1,700 1,700 Revaluation reserve 964 964 Other reserves 38,120 38,120 Treasury shares (3,039) (3,039) Consolidation reserve 1,751 1,751 Retained earnings 3,767 2,273 Profit (loss) for the year 504 1,576 Total Group Shareholders’ Equity 43,767 43,346

Shareholders’ Equity – minority interests 7 7 Total Shareholders' Equity 43,774 43,353 Non-current liabilities: Medium/long-term borrowings 64,614 56,385 Long-term derivatives 718 718 Provisions for risks and charges 1,891 1,891 Employee benefits 6,888 6,242 Deferred taxes 3,548 3,465 Non-current financial liabilities - - Other non-current loans and liabilities - - Total non -current liabilities 77,659 68,701 Current liabilities: Short-term borrowings 80,364 86,279 Short-term derivatives - - Current financial liabilities 2,622 1,949 Trade payables 70,699 77,348 Tax payables 33,307 28,054 Other current loans and liabilities 24,605 23,637 Total current liabilities 211,597 217,267 Liabilities linked to assets for disposal - - Total Shareholders' Equity and Liabilities 333,030 329,321

Page 17: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 17

9.2. Income Statement

Consolidated Income Statement Values expressed in thousands of euro

31/03/2012 % 31/03/2011 %

Total revenues 62,079 100.0% 68,641 100.0%

Changes in inventories (9) - (2) -

Costs for production supplies (6,661) (10.7%) (6,493) (9.5%)

Service costs (12,615) (20.3%) (18,561) (27.0%)

Costs for the use of third-party assets (1,213) (2.0%) (1,666) (2.4%)

Personnel expense (33,222) (53.5%) (34,210) (49.8%)

Other operating (expense) income (304) (0.5%)- (333) (0.5%)

Other (expense) income (510) (0.8%) (67) (0.1%)

Total costs (54,533) (87.8%) (61,331) (89.4%)

Gross Operating Profit 7,545 12.2% 7,310 10.6%

Provisions and write-downs - - - - Amortisation/depreciation (3,810) (6.1%) (3,423) (5.0%) Write-down of fixed assets - - - -

Net Operating Profit 3,736 6.0% 3,887 5.7%

Associates consolidated to equity - - - - Financial charges (2,900) (4.7%) (1,992) (2.9%)

Financial income 167 0.3% 577 0.8%

Result for the Year 1,003 1.6% 2,473 3.6%

Taxes (499) (0.8%) (1,184) (1.7%)

Net result from operating activities 504 0.8% 1,288 1.9% Income from asset disposals or assets held for disp osal - - - - Net result for the period (Group and Minority Inter ests) 504 0.8% 1,288 1.9%

Pertaining to minority interests 0,204 0.0% 0,164 0.0% Pertaining to the Group 504 0.8% 1,288 1.9% Earnings per share on the Group result 0.02 0.0% 0.04 0.0%

Diluted earnings per share on the Group result 0.02 0.0% 0.04 0.0%

Earnings per share from Group operating activities

0.02 0.0% 0.04 0.0%

Diluted earnings per share from Group operating activities

0.02 0.0% 0.04 0.0%

Earnings per share from Group asset disposals or assets held for disposal

- - - -

Page 18: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 18

Diluted earnings per share from Group asset disposals or assets held for disposal

- - - -

9.3. Statement of Comprehensive Income

Statement of Comprehensive Income Values expressed in thousands of euro

31/03/2012 31/03/2011

Profit (loss) - (A) 504 1,288

changes in the revaluation reserve - 32

effective portion of profit or loss on hedges (IAS 39) - 327

Total o ther profit (loss), net of tax effects (B) - 359

Total consolidated comprehensive income for the yea r (A) + (B) 504 1,647

pertaining to the Group 504 1,647

pertaining to minority interests 0,204 0,210

Page 19: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 19

9.4. Cash Flow Statement

Consolidated Cash Flow Statement Values expressed in thousands of euro

31/03/2012 31/12/2011

Net Group result for the period 504 1,577 Pertaining to minority interests - - Adjustments to items with no effect on cash and cash equivalents: Depreciation/amortisation of property, plant, equipment and intangible assets 3,810 14,129 Write-downs on loans - 4,484 Provisions for risks and charges - 1,371 Employee Severance Indemnity for the year: 1,579 6,024 (Increase)/decrease in prepaid taxes (230) (574) Increase/(decrease) in deferred taxes 82 580 Operating profit prior to changes in working capita l 5,744 27,591 (Increase)/decrease in inventories 9 (229) (Increase)/decrease in current receivables (3,896) (23,630) (Increase)/decrease in tax receivables (1,471) (609) (Increase)/decrease in other current assets 2,042 (3,889) Increase/(decrease) in current payables (6,649) 15,906 Increase/(decrease) in tax payables 5,253 13,770 Increase/(decrease) in other current liabilities 968 4,435 Employee Severance Indemnity paid (932) (6,248) Cash flow generated from operating activities 1,067 27,098

INVESTMENT ACTIVITIES (Increase)/decrease in investments and non-current financial assets (1) (34) (Increase)/decrease in intangible assets, property, plant and equipment (9,114) (36,264) Net increase/(decrease) in long-term funds - (1) (Increase)/decrease in other non-current assets 191 (4,268) Increase/(decrease) in other non-current liabilities - - (Increase)/decrease in available-for-sale assets - 4,471 Increase/(decrease) in liabilities linked to assets for disposal - (559) TOTAL (8,924) (36,655)

FINANCIAL ACTIVITIES Increase/(decrease) in payables to bondholders - - Increase/(decrease) in loans payable to shareholders - - Increase/(decrease) in short-term bank payables (5,915) 2,900 Increase/(decrease) in medium/long-term bank payables 8,228 (4,493) Increase/(decrease) in long-term financial instruments - 206 Increase/(decrease) in payables to other lenders - - Increase/(decrease) in current financial liabilities 673 893 Increase/(decrease) in non-current financial liabilities - - (Increase)/decrease in current financial assets (56) 3,331 Other changes in shareholders' equity (82) (1,831) Other changes in minority interest shareholders' equity - - TOTAL 2,848 1,006

COMPREHENSIVE CASH FLOW (5,008) (8,552)

CASH IN HAND AND BANKS - OPENING BALANCE 9,846 18,398

CASH IN HAND AND BANKS - CLOSING BALANCE 4,838 9,846

Page 20: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 20

Page 21: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 21

9.5. Statement of changes in shareholders’ equity Description Values expressed in thousands of euro

Share capital

Revaluation

reserve

Other reserves Treasury shares

Consolidation

reserve

Retained earnings (losses)

Net result for the period

Group Shareholders’

Equity

Legal reserve

Distributable reserve

Other reserves

IFRS

Treasury shares reserve

Cash flow

hedge reserve

Share premium reserve

31 December 2011 1,700 964 1,206 4,969 (1,617) 3,039 (520) 31,043 (3,039) 1,751 2,273 1,576 43,346

Allocation of results - - - - - - - - - - 1,576 (1,576) -

Other changes in shareholders' equity - - - - - - - - - - (83) - (83)

Result for the period - - - - - - - - - - 504 504

of which Profit (Loss) recognised directly to Shareholders’ Equity - - - - - - - - - - - - -

of which Profit (Loss) for the period - - - - - - - - - - - - -

31 March 2012 1,700 964 1,206 4,969 (1,617) 3,039 (520) 31,043 (3,039) 1,751 3,767 504 43,767

Page 22: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Financial statements 22

Shareholders’ equity – Minority interests

Description

Share capital

Revaluation

reserve

Other reserves Consolidation

reserve

Retained earnings (losses)

Profit (loss) for the year

Shareholders’ Equity

– minority interests

Legal reserve

Distributable reserve

Other reserves

IFRS

Cash flow

hedge reserve

31 December 2011 3,772 0,911 0,290 0,810 (1,108) (0,104) (0,007) 1,494 0,609 6,667

Allocation of results - - - - - - - 0,609 (0,609) (1,548)

Other changes in shareholders' equity - - - - - - - - - -

Comprehensive result for the period - - - - - - - - 0,204 0,204

31 March 2012 3,772 0,911 0,290 0,810 (1,108) (0,104) (0,007) 2,103 0,204 6,871

Page 23: QUARTERLY REPORT AT 31 MARCH 2012 - Gruppo Biancamano · 2012-05-16 · Interim report on operations at 31 March 2012 7 4. Performance of the Biancamano share on the stock market

Statement of the Manager Responsible 23

STATEMENT OF THE MANAGER RESPONSIBLE

FOR DRAFTING THE CORPORATE DOCUMENTS The manager responsible for drafting the corporate documents Ms. Alessandra De Andreis declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information regarding the data at 31 March 2012, as reported in this interim report on operations, corresponds to the documentary results, books and accounting entries.

Rozzano (MI), 14 May 2012

The manager responsible for drafting the corporate documents Ms. Alessandra De Andreis, accountant