Datalogic (Star: DAL.MI). Shareholders approve the Financial Statements at 31st December 2009

Total sales revenues of 312 million Euro vs. 379.8 million Euro at 31st December 2008 (-17.9%).
• EBITDA of 19.6 million Euro vs. 47.8 million Euro in the same period of the past year (-58.9% ).
Net loss of -12.2 million Euro (including 7.7 million Euro of non recurring restructuring costs accrued in 2009), vs. 17.8 million Euro of net profit recorded in 2008.
• Net financial position negative by 100.498 million Euro, an improvement on 106.944 million Euro at 31st December 2008, despite non recurring costs borne equal to 12.9 million Euro.
• Appointed Reconta Ernst & Young S.p.A. as audit company for the 2010-2018 financial years.
• Appointed the company’s board of statutory auditors for the period 2010-2012.
• Approved long term incentive plan as regards directors with special offices.
• Board of Directors authorized to undertake share buybacks and disposal.

Bologna, 29th April 2010 – Today the Annual General Meeting of Datalogic shareholders (which dealt with ordinary and extraordinary matters) - a company listed in the Star segment of the Milan Stock Exchange and a leader in the market for bar code readers, data collection mobile computers, RFID systems and photoelectric sensors for the industrial automation sector – approved the financial statements for the year ending on 31st December 2009.

Mauro Sacchetto, CEO of Datalogic S.p.A. commented: Great efforts made in 2009 mean that we can face the future with confidence. The Group is solid and absolutely determined to improve its market share, keeping profits higher than the average of our market. We have indeed been receiving reassuring signs since the beginning of 2010; what’s more, actions already undertaken to lower the breakeven point should guarantee that Datalogic Group reaches levels of profit coherent with the results of the years prior to the crisis. So let’s look at the market with hope, driven by the reassuring signs that we receive from the outside, but above all encouraged by the certainty that Datalogic still holds strong and has skilfully proven its ability, quarter after quarter, in inverting the negative trend of the initial months of 2009”.

The 2009 sum total of Datalogic Group consolidated revenues is equal to 311.972 million Euro, down by 17.9% vs. 379.820 million Euro for the same period in the previous year.

The Group’s consolidation area is different to that of 2008, since 2009 revenues also include sales of Datasensor S.p.A., acquired and consolidated from October 2008. Considering the same consolidation area Datalogic revenues in 2009 are down by 22.6% vs. 2008.

Total 2009 EBITDA is equal to 19.634 million Euro (down by 58.9% vs. 2008) and the EBITANR[1] is 6.223 million Euro (-82.4% vs. 2008).

FY2009 closed with a consolidated net loss of -12.164 million Euro. This negative result has been influenced by restructuring costs for 7.776 million Euro totally accrued in the second quarter of 2009.

At 31st December 2009 the net financial position of Datalogic was negative by 100.498 million Euro (including the purchase of treasury shares for 1.776 million Euro and the payment of dividends for 1.933 million Euro). This is a significant improvement compared to its position at 31st December 2008 (negative by 106.944 million Euro). Also of note is the payment in the first semester of bonuses and incentives equal to 9.4 million Euro and 3.539 million Euro in non recurring costs mainly comprised of severance payments.

The Shareholders also resolved to appoint Reconta Ernst & Young S.p.A. as auditors for the Company and the Group for the 2010-2018 financial years based on the report presented by the Board of Statutory Auditors pursuant to art. 13, para. 1 of Italian Legislative Decree n. 39 dated 27th January 2010 (previously art. 159, para. 1 of the Italian Consolidated Finance Code).

The meeting also appointed the company’s board of auditors for the 2010-2012 financial years based on the list presented by Hydra S.p.A. pursuant to article 21 of the Company’s by-laws. The board of auditors is chaired by Stefano Romani and its members are Massimo Saracino, and Mario Stefano Luigi Ravaccia  as regular auditors, and Massimiliano Magagnoli and Stefano Biodi as substitute auditors. The Board will hold office until the adoption of the financial statements as of December 31st 2012. The curricula vitae of the members of the Board of Statutory Auditors are available at the Company’s headquarters, Borsa Italiana S.p.A. offices and at www.datalogic.com (Italian language version only, Investor Relations Section under Documentazione Assembleare).

Furthermore, the Shareholders also approved the long term incentive plan as regards directors with special offices pursuant to art. 2389 of the Italian Civil Code and art. 20 of the Company By-laws, as outlined in the Directors’ Report under art. 3 of Italian Ministerial Decree n. 437/1998 available at the Company’s headquarters, Borsa Italiana S.p.A. offices and at www.datalogic.com (Italian language version only, Investor Relations Section under Documentazione Assembleare) (hereinafter the “Plan”),

As regards the main characteristics of the Plan, also in compliance art. 114, para. 5 of Italian Legislative Decree 58/1998, during the AGM discussions today, the following information was provided: 

  1. as regards the parameters for determining remuneration, calculation of Plan incentives will be based on (i) achievement of company objectives i.e. a complex mix of consolidated EBITDA and cash generation (measured using variations on divisional net financial position excluding divisional dividends and extraordinary divisional capital transactions), and (ii) individual participant performance evaluations; 
  2. Plan participants shall exclusively be Group directors and key managers selected by the Board of Directors from the proposals made by the Remuneration Committee; in particular the participants will be executive directors of the Group and managers (or their equivalents abroad) who have roles which are deemed strategic for the purposes of achieving the Company’s objectives;
  3. in relation to the choice of “EBITDA” and “cash generation” as the parameters for calculation of the Plan incentive: 

i. EBITDA has historically been an indicator of the income generating capacity that the Company has used as a reference for company incentive plans (both annual and long term) a sit is in indicator of the quality of managerial performance; 

ii. Cash generation is a clear and excellent parameter for determining the generation of value for shareholders; 

iii. In any event the Plan provides for a minimum level of EBITDA which guarantees payment of the incentive upon expiry of the relevant time period only of the Group has produced net income.

Lastly, during the AGM shareholders also authorised the Board of Directors to buy and dispose of treasury shares. Buyback operations are motivated by Datalogic’ desire to act as a stabiliser, thus improving the stock’s liquidity. 

More specifically, this authorisation was granted for the purchase and subsequent disposal, up to a maximum of n. 11.689.298 ordinary shares, equal to 19.9% of share capital (including treasury shares already held), for the time period running from today to the date of the Shareholders’ Meeting for approval of the 2010 financial statements (i.e. 18 months). According to the resolutions, the purchase price for each ordinary share shall range from 2 Euro to 20 Euro (nominal value). For further information in relation to said buyback operations, please refer to the Board of Directors Report pursuant to artt. 73 and 93 of the Issuers’ Regulation, available at the company’s Headquarters, the office of Borsa italiana S.p.A., and at www.datalogic.com (Italian language version only, Investor Relations Section under Documentazione Assembleare).

 In terms of extraordinary matters, the shareholders resolved to amend art. 15 of the Company by-laws in order to introduce new provisions as regards replacing Board member in the event of resignation or any expiry/termination of office by one or more members of the Board of Directors. For further information please see the Board of Directors Report pursuant to art. 72 and Annex 3A – Table 3 – of the Issuers Regulation, available at the Company’s headquarters, at the offices of Borsa italiana S.p.A., and at www.datalogic.com (Italian language version only, Investor Relations Section under Documentazione Assembleare).

Finally please note that: 

A. As from 30th April 2010, the annual report including the documentation pursuant to art. 77, para 1, of the Issuers Regulation will be available for public consultation at the company headquarters and the offices of Borsa Italiana S.p.A.; said documentation has already been published at www.datalogic.com (Investor Relations section). ;

B. the minutes of the above-mentioned Shareholders’ Meeting will be made publicly available within 15 days pursuant to art. 77, para. 1, lett. b), of the Issuers Regulation;

C. documentation pursuant to art. 77, para. 2, of the Issuers Regulation will be available to the public as from 30th April 2010.



[1] Operating result before non-recurring costs/income and amortization due to acquisitions. (EBITANR= Earnings before interest, taxes, acquisition and non recurring).