The Board of Directors approves the Draft Financial Statements of Cembre SpA and the Consolidated Financial Statements at December 31, 2015

Consolidated sales grow to €121.4 million, up 7.5% on 2015 Consolidated net profit equal to €15.9 million (up 17.7%) Net consolidated financial position equal to a surplus of €17.8 million


  • The Board proposes a €0.46 dividend per share (up 28%)
  • Shareholders’ Meeting called on April 21, 2016
  • Requisites for the independence of Independent Directors were assessed
  • Request made to the Shareholders’ Meeting called on April 21, 2016 to authorize the purchase of own shares



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Brescia, March 11, 2016 - 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 Draft Financial Statements of Cembre SpA and the Consolidated Financial Statements at December 31, 2015.


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 21, 2016 (April 22 on second call), the distribution of a €0.46 dividend for each of the shares in circulation according to the following calendar: ex-dividend date May 16, record date May 17 and payment date May 18, 2016.


In 2015, consolidated revenues amounted to €121,4 million, up 7.5% on €112.9 million in 2014.
In the year, consolidated domestic sales amounted to €48.6 million, up 10.1% on the previous year, while exports grew by 5.8% to €72.8 million. A total of 40.0% of Group sales in 2015 were represented by Italy (as compared with 39.1% in 2014), 43.0% by the rest of Europe (45.3% in 2014), and the remaining 17.0% by the rest of the World (15.6% in 2014).


Consolidated gross operating profit amounted in 2015 to €28.5 million, representing a 23.5% margin on sales, up 17.2% on €24.4 million in 2014, when it represented a 21.6% margin on sales thanks primarily to the decline in the cost of goods sold as a percentage of sales from 35.6% to 34.3%. The cost of services and personnel costs as a percentage of sales declined also, despite the slight growth in the number of employees from 618 in 2014 to 626 in 2015.


Consolidated operating profit for 2015 amounted to €22.8 million, representing an 18.8% margin on sales, up 17.5% on €19.4 million in 2014, when it represented a 17.2% margin on sales.


Consolidated profit before taxes amounted in 2015 to €22.9 million, representing an 18.8% margin on sales, up 16.1% on €19.7 million in 2014, when it represented a 17.5% margin on sales.


Consolidated net profit for the year amounted to €15.9 million, representing a 13.1% margin on sales, up 17.7% on 2014, when it amounted to €13.5 million and represented a 12.0% margin on sales.


The net financial position improved from a surplus of €11.7 million at December 31, 2014 to a surplus of €17.8 million at the end of December 2015.


Capital expenditure in 2015 amounted to €7.1 million, down on €9.2 million in the previous year.


“In 2015 the Cembre Group reported consolidated sales of €121 million, up 7.5% on the previous year. Consolidated net income reached €15.9 million (up 17.7% on 2014). Turnover, operating profit and net profit were all at historical highs. Sales of the Cembre Group in the first two months of 2016 are unchanged on the corresponding months of the previous year – commented Managing Director Giovanni Rosani. In this framework we expect turnover for 2016 to grow slightly on 2014”.

“The Group has a solid financial position amounting at December 31, 2015 to a surplus of €17.8 million. A proposal for the distribution of a €0.46 dividend per share, representing a 28% increase on the previous year, will be submitted to the Shareholders’ Meeting. The proposed dividend corresponds to 49% of consolidated net profit – concluded Rosani”.


Parent company Cembre S.p.A. closed the 2015 financial year reporting sales of €92.6 million, up 9.1% on 2014. Operating profit for 2015 grew by 22.6% to €18.5 million, up from €15.1 million in 2014.  Net profit of the parent company amounted to €14.4 million, up 18.3% on €12.2 million in 2014. In 2015 the parent company received €1.7 million in dividends from its subsidiaries, while in the previous year these amounted to €1.9 million.


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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 23, 2015 has been revoked. The request aims at providing the Company with strategic investment opportunities to any end allowed by current regulations, including reasons contemplated in the “market practices” admitted by Consob pursuant to article 180, comma 1, letter c) of the Unified Finance Act (Testo Unico della Finanza) through Resolution no. 16839 of March 19, 2009 and by EU Regulation no. 2273/2003 of December 22, 2003.
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 does not hold any of its shares.


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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 six subsidiaries: five trading companies (in Germany, France, Spain, the United States and Norway) and one manufacturing and trading subsidiary (Cembre Ltd. in Birmingham, U.K.), for a total workforce of 633 as of December 2015. 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.


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, 2015:

- 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 2015 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.

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Cembre Via Serenissima, 9 - 25135 Brescia - ITALY
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