Raymond James Conference - Esprinet S.p.A. - IT &...
Transcript of Raymond James Conference - Esprinet S.p.A. - IT &...
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ITALY75%
SPAIN25%
TITOLO DEL GRAFICO
RETAILERS22%
CORPORATE DEALERS
72%
OTHERS6%
31%
11%
12%11%
9%
7%
5%5%
9%
PC
TABLET
SUPPLIES
CONSUMER ELECTRONICS
SERVER-NETWORKING-
STORAGE
TLC
PRINTER
SOFTWARE
OTHER
Corporate Overview
Technology wholesale distributor in Italy, Spain &
Portugal: we buy from technology vendors and we sell to
resellers & retailers
Listed on the Italian Stock Exchange since 2001 (PRT)
Sales ~2 b€ - EBIT ~37 m€ - NET PROFIT ~23 m€ in FY 2013
~ 260 m€ Net Equity, ~ 142 m€ net cash as of 31.12.2012
~ 1.000 employees, in 21 offices in 2 nations
56.000 sqm of warehouse space in Italy & 22.000 sqm in Spain
Over 55.000 registered customers, of which 40.000 active in 2013
More than 1,7 million customer invoices and 8 million lines of
customer orders managed, and 25 million packages shipped in a
year
Over 200.000 SKUs published on our web site, and over 30.000
SKUs on average available on stock
Over 7,8 million yearly web accesses from customers
Over 2,1 million collection and payment transactions managed
yearly
By far #1 in Italy, #3 in Spain(1), #5 in Europe, in the WW ‘Top
Ten’(2)
(1) Sirmi 2014, Channel Partner 2013 – GTDC Context 2014 (2) Factset estimates 2014
Customer Mix
Product Mix (%)
Sales by country(%)
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Group Structure
100%
Esprinet Iberica: IT &
CE distributor
(Spain, Portugal)
Esprinet SpA: IT & CE distributor (Italy)
Value-Added
Distributor
(Italy)
100%
Dealers’ consortium
cloud service provider
(Italy)
9,5%
5
60%
Accessories
Company
Celly SwissCelly
Nordic
Celly
Pacific
25% 100% 100%
100%
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Established in ‘70s under the name Comprel, semiconductor distributor in Italy
Mid ’80s: start of Celo and Micromax business, Italian IT distributors
2000: merger of Celo, Micromax and Comprel, under the brand-new Esprinet (Italian 2nd largest distributor)
July 2001: Esprinet listed on the Italian Stock Exchange (ipo price: € 1.4 per share)
2002: two acquisitions in Italy (Pisani, Assotrade, € ~300m revenue)
2003: Esprinet to reach the #1 position in the Italian market
End of 2005: acquisition of Memory Set (€ 525m revenue in 2004), 2nd largest IT distributor in
Spain
November 2006: acquisition of Actebis Italy (€ ~130m revenue in 2005)
November 2006: acquisition of UMD in Spain (sales of € 266m revenue in 2005) to create Esprinet Iberica
Mid of 2008: restructuring program of Spanish operations
End of 2009: Spanish turnaround completed – Esprinet Iberica among the top three distributors
in Spain
January 2011: V-Valley, the fully owned subsidiary in charge of Datacenter Products sales established
February 2014: sale of 100% of Monclick (€ 98m revenue in 2013), e-tailer of technology products created in
2005
May 2014: acquisition of 60% of Celly (€ 26m revenue in 2013), an Italian vendor & distributor of mobility’s
accessories in different countries
July 2014: divestiture of Comprel to focus further more on Core Business
Corporate milestones
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Italian Distributors’ Ranking
Source: management’s estimates on Sirmi 2014 data
market share
2011 2012 2013 2011 2012 2013
1 ESPRINET 1.576 1.503 1.543 23,4% 24,2% 24,8%
2 COMPUTER GROSS ITALIA 715 721 775 10,6% 11,6% 12,4%
3 TECH DATA 616 636 657 9,2% 10,2% 10,5%
4 INGRAM MICRO ITALIA 628 614 575 9,3% 9,9% 9,2%
5 DATAMATIC 367 374 374 5,5% 6,0% 6,0%
6 ATTIVA 206 218 245 3,1% 3,5% 3,9%
7 BREVI 147 135 156 2,2% 2,2% 2,5%
8 FUTURA GRAFICA 112 102 105 1,7% 1,6% 1,7%
9 ADVEO ITALIA 59 50 90 0,9% 0,8% 1,4%
10 ITWAY 68 69 70 1,0% 1,1% 1,1%
11 EXECUTIVE 64 69 70 0,9% 1,1% 1,1%
12 IL TRIANGOLO 69 68 67 1,0% 1,1% 1,1%
13 COMPUTERLINKS 46 53 58 0,7% 0,8% 0,9%
14 EDSLAN 54 56 57 0,8% 0,9% 0,9%
15 FOCELDA 51 53 55 0,8% 0,9% 0,9%
16 COMETA 50 52 53 0,7% 0,8% 0,9%
17 SIDIN 48 50 51 0,7% 0,8% 0,8%
18 ICOS 47 49 50 0,7% 0,8% 0,8%
19 ADL AMERICAN DATALINE 39 43 45 0,6% 0,7% 0,7%
20 SNT TECHNOLOGIES 49 45 40 0,7% 0,7% 0,6%
Total top 20 5.012 4.958 5.136 74,5% 79,9% 82,4%
Total aggregated market 6.723,7 6.205,0 6.233,4 100,0% 100,0% 100,0%
Var % top 20 -5,3% -1,1% 3,6%
euro million
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Spanish Distributors’ Ranking
Source: Channel Partner 2013, Ametic, GTDC, management’s estimates
2011 2012 2013 2011 2012 2013
1 TECH DATA 702 716 767 12,7% 13,4% 14,1%
2 INGRAM MICRO 620 589 601 11,2% 11,0% 11,0%
3 ESPRINET IBERICA 520 464 505 9,4% 8,7% 9,3%
4 ADVEO 316 323 346 5,7% 6,0% 6,4%
5 BRIGHTSTAR 20:20 MOBILE 225 225 333 4,1% 4,2% 6,1%
6 VINZEO INFORMATICA 379 330 270 6,8% 6,2% 5,0%
7 ARROW ECS 185 272 283 3,3% 5,1% 5,2%
8 GTI 161 146 159 2,9% 2,7% 2,9%
9 MCR 126 118 141 2,3% 2,2% 2,6%
10 WESTCON GROUP 91 111 124 1,6% 2,1% 2,3%
11 ACTIVA 2000 50 60 73 0,9% 1,1% 1,3%
12 MEGASUR 45 64 70 0,8% 1,2% 1,3%
13 AVNET 50 57 61 0,9% 1,1% 1,1%
14 UFP 44 54 53 0,8% 1,0% 1,0%
15 VALORISTA 40 49 54 0,7% 0,9% 1,0%
16 INFORTISA 36 39 51 0,7% 0,7% 0,9%
17 DMI COMPUTER 37 45 48 0,7% 0,8% 0,9%
18 DIODE 97 47 63 1,8% 0,9% 1,2%
19 EBV ELECTRONIK 40 41 44 0,7% 0,8% 0,8%
20 INFORPOR 39 40 44 0,7% 0,7% 0,8%
Total top 20 3.804 3.790 4.090 68,7% 70,7% 75,0%
Total aggregated market 5.538 5.360 5.450 100,0% 100,0% 100,0%
Var % top 20 -0,4% 7,9%
Sales Market share
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-125-96
-78
-31-57
-153
-56
4
68
3
4361
142
-200
-150
-100
-50
0
50
100
150
200
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
156
120112
88
134
213
112
62
22
129
110103
55
0
50
100
150
200
250
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
6,3 6,3
14
21
27
44
32
24
32
25 2523 23
0
5
10
15
20
25
30
35
40
45
50
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
801954
1.215
1.5001.628
2.230
2.430 2.373
2.1192.205
2.0961.932
2.043
0
500
1.000
1.500
2.000
2.500
3.000
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Key financials highlights(1)
Sales (€/m) Net profit (€/m) (1)
Net Financial Position(2) (€/m)
1) 2011 Adjusted for Goodwill impairment impact
2) See definition in Financial Statement. The net debt of 2006 includes the acquisition cost + net debt of acquired companies Actebis Italia and UMD SA consolidated since
31.12.2006 without consolidation of P&L but with full consolidation of balance sheet
Net Working Capital(€/m)
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EBIT Margin benchmark with European Multinational Distributors
Source: Financial Statements and segment information (IM and TD data are referred to their European operations)
1.81%
1.89%
1.13%
2.53%
1.30% 1.30%
1.10% 1.10%
0.78%
0.97%
1.20%1.25%
0.48%
0.82%
0.94%
1.14%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
2,013 2,012 2,011 2,010
Esprinet Also Ingram Micro Tech Data
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9The Business Model
Low margin – High volume business
Multinational coverage
High speed interaction with customers and vendors
Working Capital control is key for survival and success
Multiple go-to-market routes
• Consumer products on Consumer Customers (Retailers)
• Volume IT products on Business Customers (Resellers)
• «Value» IT products on Business Customers (VARs)
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Our unique advantage
Very tight cost and working capital control by means of an established «number crunching» culture
Flexibility in responding to vendor and customers needs by means of a proprietary ERP and Web engine
Multidivisional organization to tackle the different needs of our three key business areas
«Vendor Intimacy» at country level by providing intelligence on the market needs thanks to a very broad customer portfolio and sophisticated market intelligence tools
Stable management team to provide consistency in execution and relationship with key partners
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Co
nsu
mer
devic
es
White goods
Phones & GPS
Games
Audio products
Photo products
Video products
IT for home use
Off
ice
devic
es
PC
Peripherals & Office
products
Software
Supplies & stationary
products
Infr
ast
ructu
red
evic
es
Storage
Networking devices
Servers
Cabling
Data capture
Security
Deve
lopm
ent
in t
imeProducts & Vendors
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Self-Service: ww.esprinet.com, the market standard...always evolving
Product availability in real time,
Detailed product data sheets including
options, accessory and complementary
product.
Cross-selling “intelligent” system
Multiple product research (by type,
multilevel, advanced, textual as well as by
both and/or category)
On line service tracking of orders and
returns
Financial profile under control
Personalized promotions
Possibility to download list price, product
data sheet and invoices
Capability of modifying orders
Offers through an automatic alert system
in cases of price changes, or any product-
issue
Amerigo, navigator software to support
clients in buying multi-licences
Web-mailing: customizable web-
marketing tool: ‘use Esprinet to create your
own marketing proposal in a very few
clicks!’
esprinet.com always evolving:
personalization is the new rule of the game
Customers can choose a number of ways to surf the Esprinet planet as
they do prefer: an esprinet.com exclusive service!
Customers can surf the Esprinet website with their end-users modifying
the pricing (My Margin)
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Self-Service: Esprinet’s Cash & Carry stores
Born in 1988, Esprinet runs 17 Cash & Carry stores under the Esprivillage brand, strategically located throughout the
Italian territory to ensure proximity to customers and vendors.
In Q1-2015 the first Cash&Carry in Spain will be opened in Madrid
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‘High-Touch’ Corporate with 3 divisions: IT Value, Corporate, SMB
V-Valley: the IT Value Division
• Value Added Distribution for VARs: distributing datacentersolutions
• A team of sales & marketing specialists working hand in hand with the resellers and their Account or SMB Division colleagues in sales
• Services division for special projects
• The best product range, the best choice
Corporate Account Division
• The ‘Inner Club’ for top corporate resellers
• A seasoned sales force used to deal at high-levels
• Ensuring proximity with a face-to-face accounting
SMB Division
• The right place for small-mid resellers
• Day-by-day support through a dedicated inside-sales team
• The best place for vendors looking for new customers
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‘High-Touch’ Consumer
The largest distributor in the consumer space
A seasoned sales team
In daily touch with retailers, a number of tailor-made services:
Sales Services:
Category Management: category managers analyze retailers’ sell out and
therefore suggest the best fitting products
Merchandising: to guarantee both the product availability on the shelf and
its correct pricing, on top of providing visual marketing in the store
Trade Services
Logistic Services
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‘High-Touch’ for vertical clusters: Supplies, Mobility
Supplies Business Unit
The no.1 in Italy as per market share and
number of customers; one of the top in
Spain
A set of customers which need a different
go-to-market
A fully-dedicated marketing unit with more
than 10 years of experience
A committed sales force strictly connected
to the marketing team to serve the
customers in the best way
Mobile phone business unit
A specialized business unit where Esprinet
has invested the most
Product portfolio of a specialized distributor
A dedicated sales & marketing force including
internal and external staff
A seasoned sales team working only on TLCs
products to ensure knowledge and proximity to
both customers and vendors
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Mission and StrategyTo be the best technology distributor operating in its relevant markets, assuring shareholders above-average return on investment thanks to precise, serious, honest, reliable, and innovative management of the customer and vendor relationship, achieved by a closely attentive enhancement and exploitation of its staff skills and innovative capabilities.
Corporate valuesThe quest for excellenceWe run to win and not to participate
Results orientationWe work towards an objective and it has to be achieved
Seriousness of approachSuccess is founded on ethical trading, observance of rules, professionalism, and spirit of sacrifice
Team powerVictory is possible only if my colleague runs for me and I run for him/her and not if we run against each other
InnovationValue is created by inventing new ways of satisfying customer and vendor needs
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Board of directors
Francesco Monti, was born in Bovisio
Masciago on 1st April 1946. With a diploma in
industrial electronics, he began his
professional career as sales supervisor for
companies operating in the components
industry. He was among the founding
members of Comprel where he served as the
Sole Executive. He served as Chairman of
Comprel beginning in 1983 and, following the
merger with Celomax, he has served
as Chairman of Esprinet.
Maurizio Rota, was born in Milan on 22
December 1957. After his early professional
experiences as sales supervisor for companies
operating in the information technology
industry, in 1986 he founded Micromax,
serving as the company’s Chairman. Until
1999, he developed and consolidated the
company, focusing in particular on relations
with the major manufacturers, making the
decisive contribution to the implementation of
the company’s business strategies. Following
the formation of Celomax, for which Mr. Rota
was one of the main sponsors, he served as
Managing Director and later as Vice Chairman.
Today Mr. Rota is the Vice
Chairman and Chief Executive Officer of
Esprinet.
Alessandro Cattani, was born in Milan on
15 August 1963. After completing his first
degree in electronic engineering, he earned a
management Master (“CEGA”) at the Bocconi
University in Milan. He began his professional
career at Scriba S.p.A. where, until 1990, he
served as Management Assistant, but also as
Executive Director of the company which had
the task of managing the group’s information
technology. From 1990 to 2000 Mr. Cattani
worked on the development of management
consulting projects and he currently serves
Esprinet as Chief Executive Officer.
Name Position Executive IndipendentStrategy
Committee
Control and
Risks
Committee
Remuneration
and
Appointments
Committee
Mr. Francesco
MontiChairman X X
Mr. Maurizio
Rota
Deputy
ChairmanX X
Mr. Alessandro
CattaniCEO X X
Mr. Valerio
CasariCFO X
Mr. Giuseppe
CalìDirector X
Mrs. Stefania
Calì
DirectorX
Mr. Marco
Monti
DirectorX
Prof. Mario
Massari
DirectorX X X
Prof. Chiara
Mauri
DirectorX X
Mr. Umberto
Quilici
DirectorX
Mr. Andrea
Cavaliere
DirectorX X X
Mrs. Cristina
Galbusera
DirectorX X
The independent directors
They do not have with the company, its subsidiaries, with the controlling shareholders and/or with the
managing directors of Esprinet business dealings of an entity such as to influence their independence
of judgment. In addition, they do not directly own, and have declared that they do not even indirectly
own, equity interests such as to enable them to exercise control over the company, for which no
accompanying shareholders’ agreements for control exist in which they could participate.
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Code and principles
The Code of Ethics
The Code of Ethics applies to all activities performed by or in the name and on behalf of Esprinet S.p.A. and its subsidiaries (hereafter also the "Group or the " Group Company").
The Code of Ethics:
lays down conduct guidelines and regulates the body of rights, duties and responsabilities the Group expressly assumes vis-à-vis its own stakeholders
defines the ethical criteria adopted for achieving a proper balance between the expetaction and interests of tjhe various stakeholders
incorporates principles of conduct and guidelines on potentially sensitives areas
The Code of ConductThe Esprinet Group wishes to establish commercial relations with its own suppliers and business partners that are characterised by transparency, fairness and ethical trading practices. The development of transparent long-term relationships with suppliers, attention to quality, safety and respect of the environment and compliance with applicable laws represent objectives that must be pursued with a view to consolidating the added value created for stakeholders.Therefor, in conjunction with the Code of Ethics adoped by Esprinet S.p.A. and its subsidiaries, the Group has defined a Code of Conduct to serve as a guide to long-term supply chain relations.
Organisation Model 231 (The “Italian Sarbanes-Oxley”)
This document, entitled “Organisation and Management Model pursuant to Legislative Decree 231/2001” (hereinafter called “the Model”), has been drawn up to implement the terms of ss. 6.1.a and 6.1.b, 6.2, 7.2 and 7.3 of Legislative Decree no. 231of 08.06.2001 (hereinafter called "the Decree").
The Model is the management reference document which institutes a corporate prevention and control system designed to prevent the offences specified in the Decree from being committed.The Ethical Code enclosed summarizes the values, correctness and loyalty by which the Esprinet Group is inspired and constitutes the base of our Organizational, Administrative and Control Models. The Code has been adopted by the company in order to prevent any occupational hazards or risks in view of the D. Lgs. 231/2001 law.
On October 30th, 2013 the companies Board of Directors accepted a new and updated version of the Organizational, Administrative and Control Models which substitutes the previous version approved on March 14th, 2012.
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Shares
Since July 25th 2001, Esprinet’s shares have been listed on the Italian Stock Exchange Esprinet's offering price
was Euros 14.0 per share (correspondent to 1.4 euro as an Esprinet’s stock-split 1:10 occurred in May 2005):
The share capital subscribed and paid by the Company amounts to € 7,860,651.00, represented by
52,404,340 ordinary shares, each with a nominal value of € 0.15. All the shares have voting rights except for
the 1,181,400 own shares (at 27th March 2014)
Ticker Symbols:
Reuters: PRT.MI
Bloomberg: PRT.IM
Major indices:
•MIBSTAR (small-medium caps key index)
•MSCI (Morgan Stanley Small Cap Index)
Type of share: Ordinary shares
Number of shares outstanding: 52.404.340
Securities Code Number (ISIN Code): IT0003850929
% of free float shares: ~64%
% of locked up shares (Shareholders' pact until March 2015): ~36%
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Shareholders
Shareholder´s Breakdown
Source: Company information, May 05th, 2013
Shareholder N° ordinary shares locked-up % on total issued shares % on total locked-up shares
Total 18,978,380 36.215% 100,000%
Francesco Monti 8.232.070 15,709% 30,821%
Giuseppe Calì 7.732.000 14,755% 28,949%
Maurizio Rota 2.514.310 4,798% 9,414%
Alessandro Cattani 500,000 0,954% 1,872%
Shareholders´ agreementThe Agreement syndicates no. 18,978,380 Esprinet S.p.A. ordinary shares out of 52,404,340 totalling 36.215% of share capital.
The following table shows the parties to the Agreement and gives a separate indication of no. of ordinary shares which are transferred to the Agreement:
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24FY 2014 – First 9 months - financial highlights
First nine months 2014 results
• Consolidated sales: € 1,535.4 million (+10% vs € 1,391.3 million of the first nine months of 2013)
• Gross profit: € 96.3 million (+13% vs € 85.0 million)• Operating income (EBIT): € 24.3 million (+17% vs € 20.8 million)• Net income: € 17.4 million (+29% vs € 13.5 million)
Net financial position as at 30 September 2014 negative by € 44.0 million(vs Net financial position as 31 December 2013 positive by € 141.7 million)
Third quarter 2014 results
• Consolidated sales: € 502.4 million (+17% vs € 431.0 million of the third quarter of 2013)
• Gross profit: € 31.3 million (+22% vs € 25.6 million)• Operating income (EBIT): € 7.2 million (+28% vs € 5.6 million)• Net income: € 4.1 million (+28% vs € 3.2 million)
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First 9 months 2014 financial highlights
Consolidated sales, equal to € 1,535.4 million, showed an increase of +10% (€ 144.1 million) compared to € 1,391.3 million of the first nine months 2013. In the third quarter consolidated sales increase of +17% compared to the same period of the previous year;
Consolidated gross profit is equal to € 96.3 million showing an increase (equal to +13% or € 11.3 million) compared to the same period of 2013 as a consequence of both higher sales and higher gross profit margin. In the third quarter gross profit, equal to € 31.3 million, showed an increase of +22% compared to the same period of the previous year;
Consolidated operating income (EBIT) totalled € 24.3 million, showing an increase of +17% compared to the first nine months of 2013 (€ 20.8 million), with an EBIT margin increased to 1.58% from 1.50%, notwithstanding a € 7.8 million growth in operating costs compared to the same period of 2013. In the third quarter EBIT was equal to € 7.2 million with an increase of +28% (€ 1.6 million) compared to the third quarter 2013 showing an EBIT margin growth (from 1.31% to 1.44%);
Consolidated profit before income taxes equal to € 23.0 million, benefitting lower financial costs of € 0.3 million showed an increase of +20% compared to the first nine months of 2013. In the third quarter profit before income taxes registered an increase of +20% (€ 1.1 million) reaching the value of € 6.2 million;
Consolidated net income from continuing operation was equal to € 15.5 million, with an increase of +25% (€ 3.1 million) compared to the first nine months of 2013. In the third quarter net income from continuing operation rose of € 1.5 million (+56%) compared to the same period of 2013;
Consolidated net income was equal to € 17.4 million, with a growth of +29% (€ 3.9 million) compared to the first nine months of 2013 benefitting of € 1.8 million from “Profit/(Loss) from disposal groups” increased of € 0.7 million (+63%) compared to the same period of 2013. In the third quarter consolidated net income increased of € 0.9 million (+28%) compared to the same period of 2013 despite a € 0.2 million negative effect in the “Profit/(Loss) from disposal groups” worsened by € 0.6 million compared to the same period of 2013;
Basic earnings per share from continuing operations as at 30 September 2014 was equal to € 0.30, showing an increase of +25% compared to the first nine months of 2013. In third quarter this value was equal to € 0.08 compared to € 0.05 of the same quarter in 2013;
Basic earnings per ordinary share as at 30 September 2014 equal to € 0.34, showed an increase of + 30% compared to the first nine months of 2013. In the third quarter basic earnings per ordinary share was equal to € 0.08 compared to € 0.06 of the corresponding quarter of 2013.
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First 9 months 2014 financials
• Consolidated net working capital as at 30 September 2014 is equal to € 246.5 million, compared to € 49.5 million as at 31 December 2013;
• Consolidated net financial position as at 30 September 2014, is negative by € 44.0 million, compared to a cash surplus equal to € 141.7 million as of 31
December 2013. The financial indebtedness growth was connected to the increase of consolidated net working capital as of 30 September 2014 influenced both
by technical events often not related to the average level of working capital particularly by a ‘without-recourse’ sale of account receivables from customers. This
program is aimed at transferring risk and reward to the buyer thus receivables sold are stripped out by balance sheet according to IAS 39. Even considering
other technicalities from factoring by means of which to obtain the result of advancing cash-in of credits on a “no recourse” basis - such as “confirming” used in
Spain –, the impact on financial debt was approx. € 107 million as at 30 September (approx. € 154 million as at 31 December 2013 and € 59 million as at 30
September 2013);
• Consolidated net equity as at 30 September 2014 was € 265.6 million, increasing by € 5.8 million compared to € 259.8 million as at 31 December 2013.