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Copertina12 05 Official documents are in Italian Consolidated Annual Report & Accounts as at 31 December 2005 DATALOGIC Consolidated Annual Report & Accounts as at 31 December 2005 CORPORATE BODIES AND OFFICERS page 1 MANAGEMENT REPORT page 2 CONSOLIDATED FINANCIAL STATEMENTS Balance Sheet – Assets page 24 Balance Sheet – Liabilities page 25 Income Statement page 26 Cash Flow Statement page 27 Statement of Changes in Equity page 28 EXPLANATORY NOTES TO ACCOUNTS Accounting standards and policies page 29 Information on Balance Sheet – Assets page 50 Information on Balance Sheet – Liabilities page 65 Information on Income Statement page 82 COMPOSITION OF CORPORATE GOVERNANCE BODIES Board of Directors (1) Romano Volta Chairman (2) Roberto Tunioli Vice Chairman and C.E.O. (3) Pier Paolo Caruso Director Alberto Forchielli Director Giancarlo Micheletti Director Umberto Paolucci Director Elserino Piol Director Gabriele Volta Director Valentina Volta Director John O’Brien Director Angelo Manaresi Director Board of Statutory Auditors (4) Stefano Romani President Gianluca Cristofori Standing auditor Roberto Feverati Standing auditor Patrizia Passerini Alternate auditor Giorgio Delli Alternate auditor Indipendent auditing firm PricewaterhouseCoopers SpA (1) The Board of Directors will remain in office until the shareholders’ meeting that approves financial statements for the year ending on December 31st 2006 (2) Powers of legal representation of the company vis-à-vis third parties (3) Powers of legal representation of the company vis-à-vis third parties (4) The Board of Statutory Auditors will remain in office until the shareholders’ meeting that approves financial statements for the year ending on December 31st 2006 1 Datalogic Group DATALOGIC GROUP – MANAGEMENT REPORT AS AT 31 DECEMBER 2005 To Our Shareholders A) INFORMATION ON PERFORMANCE The annual report for the year ending on 31 December 2005, which we herewith submit to you for review, has been prepared in compliance with the requirements indicated in the instructions accompanying the Regulation issued by Borsa Italiana SpA. More specifically, consolidated financial statements apply the approach envisaged by international accounting standards (IAS/IFRS) introduced by European Regulation 1725/2003. The Datalogic Group’s net profit in the financial year 2005 (FY2005) totalled € 12,997 thousand, growing by over 15.9% vs. € 11,211 thousand reported in FY2004. An important contribution was made to this result by the recent acquisitions of Informatics Inc. (consolidated line by line as from March FY2005) and of the PSC Group (consolidated line by line for December 2005). The acquisition of PSC, one of the historic companies in our sector, takes Datalogic up to 3rd place in the global ranking for our sector, and enables the company to achieve its market share substantially for HHR products (hand-held readers) and MC (mobile computers) and to enter via the “front door” (PSC is world leader) one of the most attractive segments in our market, i.e. checkout scanners for the retail market. The following table summarises the key operating results of the PSC Group in the last month of FY2005: FY2005 (1 month) PSC € ‘000 Total revenues 19,425 EBITDA 149 % on total revenues 0.8% Net profit -219 % on total revenues -1.1% Management Report – Consolidated Annual Report & Accounts as at 31/12/2005 2 Datalogic Group PSC’s results were affected by accounting adjustments made (€ 542 thousand) – as required by IASs/IFRSs – to adjust assets and liabilities as at acquisition to fair value. During FY2005 the PSC Group achieved revenues of some USD 241 million (mn) and EBITDA of some USD 19.2 mn, with an 8% margin on sales. The following table summarises key operating results of Informatics Inc. as at 31 December 2005 (duly adjusted to allow for consolidation adjustments concerning the company): FY2005 Informatics € ‘000 Total revenues 25,477 EBITDA 3,652 % on total revenues 14.3% Net profit 1,786 % on total revenues 7.0% In FY2005 the Datalogic Group achieved total revenues of € 205,948 thousand (vs. € 146,267 thousand in FY2004), detailed as follows: - € 198,460 thousand consisting of revenues from the sale of products (of which: PSC Group €18,828 thousand, and Informatics Inc. € 25,477 thousand); - € 7,488 thousand of revenues from services (of which: PSC Group € 597 thousand). These revenues showed reported growth of some 40.8% YoY (vs. revenues of € 146,267 thousand in FY2004), with growth of 10.1% YoY net of the PSC Group and Informatics Inc. The following table summarises the Datalogic Group’s key operating and financial highlights in FY2005 (i.e. as at 31 December 2005) comparing them with FY2004: Management Report – Consolidated Annual Report & Accounts as at 31/12/2005 3 Datalogic Group Datalogic Group FY2005 FY2004 YoY Change € ‘000 € ‘000 € ‘000 % Total revenues 205,948 146,267 59,681 40.8% EBITDA 31,548 25,249 6,299 24.9% % on total revenues 15.3% 17.3% Group net profit (i.e. of parent company’s 12,997 11,211 1,786 15.9% shareholders) % on total revenues 6.3% 7.7% Net Financial Position (NFP) -125,718 35,878 -161,596 -450.4% Group EBITDA was € 31,548 thousand (of which: PSC € 149 thousand and Informatics Inc. €3,652 thousand), with a 15.3% margin on total revenues (17.2% net of the PSC Group and Informatics Inc.). The outright increase over FY2004 totalled € 6,299 thousand (+24.9% vs. €25,249 thousand as at 31 December 2004, +9.9% net of the PSC Group and Informatics Inc.). Management Report – Consolidated Annual Report & Accounts as at 31/12/2005 4 Datalogic Group The following table shows the main components of EBITDA and the comparison with FY2004. FY2005 FY2004(*) YoY Change € ‘000 € ‘000 € ‘000 % Total revenues 205,948 100.0% 146,267 100.0% 59,681 40.8% Cost of goods sold and operating costs -174,400 -84.7% -121,018 -82.7% -53,382 44.1% EBITDA 31,548 15.3% 25,249 17.3% 6,299 24.9% Depreciation of property, plant & equipment -4,558 -2.2% -3,349 -2.3% -1,209 36.1% Amortisation of intangible assets -2,191 -1.1% -2,347 -1.6% 156 -6.6% EBIT 24,799 12.0% 19,553 13.4% 5,246 26.8% Non-recurrent costs -4,521 -2.2% -1,322 -0.9% -3,199 242.0% Operating profit 20,279 9.8% 18,231 12.5% 2,047 11.2% Net finance income/(costs) and income from 2,401 1.2% 446 0.3% 1,955 438.3% associate companies EBT 22,680 11.0% 18,677 12.8% 4,002 21.4% Income tax -9,512 -4.6% -7,466 -5.1% -2,046 27.4% NET PROFIT BEFORE MINORITY 13,168 6.4% 11,211 7.7% 1,957 17.5% INTEREST Minority interest 171 0.1% 0 0.0% 171 GROUP NET PROFIT 12,997 6.3% 11,211 7.7% 1,786 15.9% (*) FY2004 data have been restated to make them comparable with IFRS-compliant FY2005 data. Following the introduction of IASs/IFRSs, non-recurrent or extraordinary costs are no longer shown separately in financial statements below the operating line but are included in ordinary operating figures. In order to assure better representation of the Group’s ordinary profitability, we have preferred – in all tables in this management report – to show an operating result before the impact of non-recurrent costs/income that we have called “EBIT”. To permit comparability with detailed official accounting statements, we have in any case included a further intermediate profit margin (called “Operating profit”) that includes the net impact of non-recurrent items. As at 31 December 2005 non-recurrent costs (€ 4,521 thousand) consisted of the following items: - Non-recurrent remuneration for the CEO (€ 2,396 thousand) - Amortisation of intangible assets recognised in accounts due to the acquisition of Laservall and Informatics (€ 1,830 thousand) - Other non-recurrent items (€ 295 thousand). Management Report – Consolidated Annual Report & Accounts as at 31/12/2005 5 Datalogic Group EBIT (i.e. before non-recurrent items) amounted to € 24,799 thousand (of which: € -143 thousand PSC Group and € 3,480 thousand Informatics Inc.) with a 12% margin on revenues and 26.8% growth over FY2004 performance (+9.8% net of the PSC Group and Informatics Inc.). As at 31 December 2005 Group net profit (i.e. of the parent company’s shareholders) totalled € 12,997 thousand (of which: € -219 thousand PSC Group and € 1,786 thousand Informatics Inc.), up by 15.9% vs. € 11,211 thousand reported in FY2004 (+1.9% net of the PSC Group and Informatics Inc.). The next 2 tables compare the main operating results achieved in the last quarter of 2005 (4Q05) with, respectively, 4Q04 and the third quarter of 2005 (3Q05). YoY Change € ‘000 4Q05 4Q04 Amount % Total revenues 73,145 100.0% 43,842 100.0% 29,303 66.8% EBITDA 8,612 11.8% 7,586 17.3% 1,026 13.5% EBIT 6,575 9.0% 5,865 13.4% 710 12.1% It should be noted that 4Q05 included the results of Informatics and of the PSC Group, whereas 4Q05 did not. YoY Change € ‘000 4Q05 3Q05 Amount % Total revenues 73,145 100.0% 46,236 100.0% 26,909 58.2% EBITDA 8,612 11.8% 8,188 17.7% 424 5.2% EBIT 6,575 9.0% 6,524 14.1% 51 0.8% Net of PSC, which, as already highlighted, in 4Q05 did not make a contribution in line with the Datalogic Group’s average profitability, EBITDA and EBIT would have respectively been € 8,463 thousand (15.8% margin on revenues of € 53,720 thousand) and € 6,718 thousand (12.5% margin on revenues). Management Report – Consolidated Annual Report & Accounts as at 31/12/2005 6 Datalogic Group REVENUE TRENDS AND KEY FACTORS AFFECTING OPERATIONS IN FY2005 Segment information A business segment is a group of assets and operations the aim of which is to provide products or services and that is subject to risks and returns that are different from those of other business segments.
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