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Tesmec

Quarterly Report May 13, 2022

4055_ir_2022-05-13_0de8f6e8-981f-4767-9b2b-ad56652a6c06.pdf

Quarterly Report

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Investor Relator Marco Paredi Tel: +39.035.4232840 - Fax: +39.035.3844606 email: [email protected]

Tesmec S.p.A.

Registered Office: Piazza Sant'Ambrogio, 16 – 20123 Milan Fully paid-up share capital as at 31 March 2022 Euro 15,702,162 Milan Register of Companies no. 314026 Tax and VAT code: 10227100152

Website: www.tesmec.com Switchboard: +39.035.4232911

TABLE OF CONTENTS

TABLE OF CONTENTS 5
COMPOSITION OF THE CORPORATE BODIES7
GROUP STRUCTURE9
INTERIM CONSOLIDATED REPORT ON OPERATIONS11
1. Introduction12
2. Macroeconomic Framework 12
3. Significant events during the period 14
4. Activity, reference market and operating performance for the first three months of 2022 14
5. Income statement and balance sheet situation as at 31 March 2022 15
6. Management and types of financial risk 21
7. Atypical and/or unusual and non-recurring transactions with related parties21
8. Group Employees21
9. Other information 21
CONSOLIDATED FINANCIAL STATEMENTS 23
Consolidated statement of financial position as at 31 March 2022 and as at 31 December 202124
Consolidated income statement for the quarter ended 31 March 2022 and 2021 26
Consolidated statement of comprehensive income for the quarter ended 31 March 2022 and 2021 27
Statement of consolidated cash flows for the quarter ended 31 March 2022 and 2021 28
Statement of changes in consolidated shareholders' equity for the quarter ended 31
March 2022 and 2021 29
Explanatory notes30
Certification pursuant to Article 154-bis of Italian Legislative Decree no. 58/9834

COMPOSITION OF THE CORPORATE BODIES

Board of Directors (in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairman and Chief Executive Officer Ambrogio Caccia Dominioni
Vice Chairman Gianluca Bolelli
Directors Caterina Caccia Dominioni
Lucia Caccia Dominioni
Paola Durante ()
Simone Andrea Crolla (
)
Emanuela Teresa Basso Petrino ()
Guido Luigi Traversa (
)
Antongiulio Marti
Nicola Iorio
(*) Independent Directors

Board of Statutory Auditors(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairman Simone Cavalli
Statutory auditors Attilio Massimo Franco Marcozzi
Laura Braga
Alternate auditors Alice Galimberti
Maurizio Parni

Members of the Control and Risk, Sustainability and Related Parties Transactions Committee (in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairman Emanuela Teresa Basso Petrino
Members Simone Andrea Crolla
Guido Luigi Traversa

Members of the Remuneration and Appointments Committee (in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairman Emanuela Teresa Basso Petrino
Members Antongiulio Marti
Caterina Caccia Dominioni
Lead Independent Director Paola Durante
Director in charge of the internal
control and risk management system
Ambrogio Caccia Dominioni
Manager responsible for preparing the Company's
financial statements
Marco Paredi
Independent Auditors Deloitte & Touche S.p.A.

GROUP STRUCTURE

  • (1) The remaining 33.96% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Marais Technologies SAS is consolidated on a 100% basis.
  • (2) The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Tesmec SA is consolidated on an 100% basis.
  • (3) The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Tesmec Australia (Pty) Ltd. is consolidated on a 100% basis.

INTERIM CONSOLIDATED REPORT ON OPERATIONS

(Not audited by the Independent Auditors)

1. Introduction

The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec are listed on the MTA (screen-based share market) STAR Segment of the Milan Stock Exchange. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.

The Tesmec Group is a leader in the design, production and marketing of special products and integrated solutions for the construction, maintenance and streamlining of infrastructures relating to the transmission of electrical power and data and material transport.

Founded in Italy in 1951 and managed by the Chairman and Chief Executive Officer Ambrogio Caccia Dominioni, the Group, as from its listing on the Stock Exchange on 1 July 2010, has pursued the stated objective of diversification of the types of products in order to offer a complete range of integrated solutions grouped into three main areas of business: Energy, Trencher and Rail. The structure has more than 900 employees and has production plants located in Grassobbio (Bergamo), Endine Gaiano (Bergamo), Sirone (Lecco) and Monopoli (Bari) in Italy, Alvarado (Texas) in the USA and Durtal in France. Furthermore, after the reorganisation of the Automation segment, Tesmec Automation has 3 additional operating units available in Fidenza, Padua and Patrica (Frosinone). The Group has a global commercial structure, with a direct presence on different continents, through foreign companies and sales offices in the USA, South Africa, Russia, Qatar, China, France, Australia, New Zealand, Ivory Coast and Saudi Arabia.

Through the different types of product, the Group is able to offer:

Energy segment

  • machines and integrated systems for overhead and underground stringing of power lines and fibre optic cables;
  • integrated solutions for the streamlining, management and monitoring of low, medium and high voltage power lines (smart grid solutions).

Trencher segment

  • high-efficiency crawler trenching machines for excavation with a set section for the construction of infrastructures for the transmission of data, raw materials and gaseous and liquid products in the various segments: energy, farming, chemical and public utilities;
  • crawler trenching machines for works on surface mines and earth moving works (Rock Hawg);
  • rental of the trenching machines;
  • specialised consultancy and excavation services on customer request;
  • multi-purpose site machinery (Gallmac);
  • this segment also includes the excavation services for power lines and fibre optic cables that constitute the core business of Marais Group.

Rail segment

  • machines and integrated systems for the installation, maintenance and diagnostics of the railway catenary wire system, plus customised machines for special operations on the line.
  • The know-how achieved in the development of specific technologies and innovative solutions and the presence of a team of highly-skilled engineers and technicians allow the Tesmec Group to directly manage the entire production chain: from the design, production and marketing or rental of machinery to the supply of know-how relating to the use of systems and optimisation of work, to all pre- and post-sales services related to machinery and the increase in site efficiency.

2. Macroeconomic Framework

Since the beginning of the year, global economic activity has shown signs of slowing down due to the spread of the Omicron variant of the coronavirus and, subsequently, Russia's invasion of Ukraine. Inflation rose almost everywhere, continuing to reflect increases in energy prices and supply-side bottlenecks. In China, the flare-up of the pandemic in mid-March led to the imposition of lockdown measures in some of the main production centres, holding back growth in the first quarter. The prices of raw materials, especially energy, for which Russia holds a significant share of the world market, further increased. All in all, the war exacerbates downside risks for the global business cycle and upside risks for inflation. According to recent OECD estimates, global inflation (excluding Russia) is expected to rise by a further 2 percentage points in the 12 months following the invasion of Ukraine, due almost exclusively to the increase in the price of raw materials, and the trend in global GDP (again excluding Russia) is expected to weaken by almost 1 percentage point in the 12 months following the invasion. The conflict pushed oil prices up to USD 133 per barrel in the first ten days of March, the highest since 2008, while in the first days of April

they averaged USD 107. Futures contracts indicate that oil prices are expected to decline gradually during this year, although they remain higher than before the invasion. The price of natural gas hit historic highs in Europe, rising to levels around 20 times higher in March and more than 10 times higher in the first days of April than the beginning of the year, largely reflecting the effects of possible sanctions on the energy sector. On the other hand, futures contracts indicate that prices will remain high in this case.

GDP in the Eurozone stagnated in the first months of this year. Based on available indicators, the trend in GDP weakened in the first quarter of 2022. The industry continues to be affected by the marked increase in raw material prices and difficulties in the supply of intermediate goods. In March, according to preliminary data, consumer inflation rose to 7.5%, the highest level since the start of the Union. More than half of this trend is attributable to the energy component, but food prices also accelerated in early 2022. Tensions related to the war in Ukraine are leading to higher energy prices than in the rest of the world and to new supply difficulties for companies, in addition to those already existing. The euro depreciated further against the dollar, reflecting both expectations of a tighter monetary policy in the US and the Eurozone's increased vulnerability to the possible consequences of the war. The Governing Council of the ECB considers that the invasion of Ukraine will have a major impact on the economic activity and inflation in the Eurozone. According to ECB experts' projections, GDP is expected to grow by 3.7% in 2022 and by 2.8% and 1.6% respectively in the following two years. The strong uncertainty related to the war in Ukraine also prompted the ECB to publish two scenarios with tougher international sanctions on Russia. In the worst-case scenario, which nevertheless contemplates the possibility for the countries in the region to offset at least partially the gas imports from Russia by other sources, GDP growth in the current year is expected to be 1.4% lower than estimated. The consequences of the conflict in Ukraine, which directly affects two of the world's largest exporters of energy, fertilisers, cereals, industrial metals and other raw materials, are weighing on this revision. The lack of these inputs is expected to fuel the rise in supply prices and curb downstream production volumes, especially in Europe; in this context, there are also the negative repercussions on trade induced by the sanctions that Western countries have imposed on Russia. Among the world's major economies, Germany and Italy show the greatest dependence on raw materials from Russia (energy and metal inputs from this country account for 7% of Italy's total needs and 8% of Germany's). Last March, the Governing Council of the ECB announced that it will take all necessary measures to ensure price and financial stability. According to ECB experts' projections, price trend is expected to rise to 5.1% in 2022 and then fall to levels not far from the nominal stability target in the following two years (to 2.1% and 1.9% in 2023 and 2024).

At the end of last year, growth in the Italian economy lost momentum. According to the available indicators, GDP fell by just over half a percentage point in the first quarter of this year compared to the previous period, affected by the rise in infections and further strong energy price increases amid high uncertainty about developments in the invasion of Ukraine. Industrial production fell in the first quarter, returning to slightly lower levels than before the outbreak of the pandemic. Input costs and difficulties in procuring raw materials and intermediate products contributed to the decline. Inflation in Italy reached 7.0% in March, the highest level since the early nineties, mainly driven by exceptional growth in energy prices. Strong upward pressures on gas and oil prices related to the invasion of Ukraine foreshadow high inflation during the year. Food prices also accelerated, rising by more than 5% in February (by almost 9% for fresh food only), due to cost increases throughout the production chain. In the quarterly analysis on inflation and growth expectations, companies estimate an average increase in their prices of 3.6% over the next twelve months. In January-February, exports of goods to non-EU countries increased in volume compared to the previous quarter. However, the prospects for trade are affected by uncertainty related to the possible repercussions of the conflict in Ukraine. Italy's exposure to Russia is limited on the export side, while purchases of energy inputs and some raw materials are substantial. While sales to Russia accounted for 1.5% of Italy's total exports of goods in 2021, exposure is greater on the import side (Euro 17.6 billion in 2021, or 3.7% of total goods purchased by Italy), with a strong concentration, as already commented, in energy products. In addition to energy products, Russia, Ukraine and Belarus account for a significant share (over 10%) of Italian imports of fertilisers, nickel and cereals. In the first part of 2022, Italian financial markets were affected by the increase in uncertainty and risk aversion. After a largely positive start to the year, boosted by improved company profits and the easing of pandemic-related restrictions, share prices fell in connection with the start of the war and then recovered only partially.

In the current highly uncertain context, more unfavourable scenarios cannot be ruled out. The consequences of the conflict on the Italian economy will also depend heavily on the economic policies that may be adopted to counter recessionary pressures and curb price pressures. Against the rising energy costs on the budgets of households and businesses, between January and March the government launched additional temporary measures to counter the effects, allocating more than Euro 11 billion to this end. In particular, the following are envisaged: (a) the cancellation, for the second quarter of this year, of system charges on electricity bills for all users; (b) the recognition of extraordinary contributions to companies, mainly in the form of tax credits; (c) a 30-day reduction in excise duties on fuel; (d) the reduction, for the second quarter, of VAT and system charge rates on gas consumption; (e) the strengthening of the social bonus on electricity and gas for families in need. Following the European Commission's positive assessment on the achievement of the targets and objectives set out in the Fund for recovery and resilience, the Government expects the disbursement of the first instalment of funds (Euro 21 billion) to take place in May. On

6 April, the Government approved the DEF (Economic and Financial Document): against an improvement in the accounts, the Government confirms the objectives set to use this budget space for further expansionary measures, including those to contain the effects of energy price increases.

3. Significant events during the period

The significant events occurred during the period are reported below:

  • on 24 February 2022, with the beginning of the Russian-Ukrainian conflict, Tesmec took all necessary actions to mitigate the impact of this conflict and slowed down its activities on the Russian territory. This brought further tension and uncertainty to the markets, exacerbating the increase in energy and commodity prices. In relation to the emerging uncertainties regarding operations in Russia, note that Tesmec, over the years, has developed a commercial presence and service offering through the subsidiary OOO Tesmec RUS. In this regard, the Group invested and developed specific solutions and technologies for the territory but with a limited contribution to consolidated turnover in the last period (around 2%). Nevertheless, the Tesmec management team is constantly monitoring the situation in order to be able to make assessments in full compliance with EU and international rules (with respect to which there are no relations with parties subject to sanctions) and estimates possible impacts in the very short term, due to the currency trend and the execution of some orders in progress without, however, determining a significant impact for the Group on the result for the year 2022 and on the 2022-2024 Plan lines (the value of net assets attributable to operations in Russia amounted to a negative total of approximately Euro 1 million, including, however, an exposure of intra-group receivables claimed from the subsidiary OOO Tesmec RUS of approximately Euro 2.9 million);
  • in March 2022, the Board of Directors of the subsidiary Tesmec Rail S.r.l. proposed the distribution of dividends based on the 2021 results.

4. Activity, reference market and operating performance for the first three months of 2022

The consolidated financial statements of Tesmec have been prepared in accordance with the International Financial Reporting Standards (hereinafter the "IFRS" or the "International Accounting Standards"), endorsed by the European Commission, in effect as at 31 December 2021. The following table shows the major economic and financial indicators of the Group in March 2022 compared to the same period in 2021.

OVERVIEW OF RESULTS
31 March 2021 Key income statement data (Euro in millions) 31 March 2022
49.0 Operating Revenues 55.9
7.1 EBITDA 8.3
1.4 Operating Income 2.9
1.9 Foreign exchange gains/losses 0.8
1.1 Group Net Profit 2.0
938
31 December 2021
Number of employees
Key financial position data (Euro in millions)
957
31 March 2022
193.7 Net Invested Capital 195.2
72.6 Shareholders' Equity 75.8
121.0 Net Financial Indebtedness 119.4
22.9 Investments in property, plant and equipment, intangible assets and rights of use (3.1)

The information on the operations of the main subsidiary and associated companies in the reference period is shown. In order to provide a clearer picture of the production volume of the individual subsidiaries, the following turnover values are reported at the aggregate level, also including inter-company transactions:

  • Tesmec USA Inc., a company that is 100% owned by Tesmec S.p.A., is based in Alvarado (Texas) and operates in the Trencher segment and in the stringing equipment/rail segment. In the first three months, it generated revenues of Euro 7,329 thousand.
  • Tesmec Rail S.r.l., a 100% subsidiary of Tesmec S.p.A., operates in the Rail sector. During the first three months, the company continued production activities related to contracts in progress, recording revenues of Euro 10,526 million.
  • Marais Technologies SAS, with registered office in Durtal (France), 66.04% owned by Tesmec S.p.A., 33.96% by Simest S.p.A. Acquired on 8 April 2015, the French company is at the head of a leading international group in rental services and construction of machines for infrastructures in telecommunications, electricity and gas. During the first quarter, the Group generated revenues totalling Euro 14,482 thousand.
  • Tesmec Automation S.r.l., a company 100% owned by Tesmec S.p.A., with registered office in Grassobbio (BG) and specialised in the design and sale of sensors, integrated fault detectors and measurement devices for medium voltage power lines. In the first three months, it generated revenues of Euro 4,353 thousand.
  • Condux Tesmec Inc, a joint venture that is 50% owned by Tesmec S.p.A. and 50% by American shareholder Condux, based in Mankato (USA), has been active since June 2009 in selling products for the North American stringing equipment market. The company has been consolidated using the equity method and in the first three months of the year generated revenues totalling Euro 2,195 thousand.

5. Income statement and balance sheet situation as at 31 March 2022

5.1 Alternative performance measures

In this section, a number of Alternative Performance Measures not envisaged by IFRS (non-GAAP measures) and used by the directors in order to allow a better assessment of the Group's operating performance are illustrated. The Alternative Performance Measures are constructed exclusively from the Group's historical accounting data and are determined in accordance with the provisions of the Guidelines on Alternative Performance Measures issued by ESMA/2015/1415 as per CONSOB Communication no. 92543 of 3 December 2015.

The Alternative Performance Measures shown below are not audited and should not be interpreted as indicators of the Group's future performance:

  • EBITDA: it is represented by the operating income including amortisation/depreciation and can be directly inferred from the consolidated income statement.
  • Net working capital: it is calculated as current assets net of current liabilities excluding financial assets and financial liabilities and can be directly inferred from the consolidated income statement.
  • Net invested capital: it is calculated as net working capital plus fixed assets and other long-term assets less non-current liabilities and can be directly inferred from the consolidated statement of financial position.
  • Group net financial indebtedness: this is a good indicator of the Tesmec Group's financial structure. It is calculated as the sum of cash and cash equivalents, current financial assets, non-current financial liabilities (including right-of-use liabilities) and fair value of hedging instruments.
  • Net financial indebtedness pursuant to ESMA 32-382-1138 communication: it corresponds to the Group's net financial indebtedness as defined above and also includes trade payables and other non-current payables, which have a significant implicit or explicit financing component (e.g. trade payables with a maturity of more than 12 months), and any other non-interest-bearing loans (as defined in the "Guidelines on disclosure requirements under the Prospectus Regulation" published by ESMA on 4 March 2021 with the "ESMA32- 382-1138" document and incorporated by CONSOB in its communication 5/21 of 29 April 2021).

5.2 Income statement

Consolidated income statement

The comments provided below refer to the comparison of the consolidated income statement figures as at 31 March 2022 with those as at 31 March 2021.

The main accounting figures for the first three months of 2022 and 2021 are presented in the table below:

Quarter ended 31 March
(Euro in thousands) 2022 % of revenues 2021 % of revenues
Revenues from sales and services 55,865 100.0% 48,956 100.0%
Cost of raw materials and consumables (23,832) -42.7% (21,510) -43.9%
Costs for services (9,667) -17.3% (6,774) -13.8%
Payroll costs (14,719) -26.3% (13,345) -27.3%
Other operating costs/revenues, net (1,164) -2.1% (1,460) -3.0%
Amortisation and depreciations (5,326) -9.5% (5,696) -11.6%
Development costs capitalised 1,768 3.2% 1,464 3.0%
Portion of losses/(gains) from operational Joint Ventures
evaluated using the equity method
15 0.0% (237) -0.5%
Total operating costs (52,925) -94.7% (47,558) -97.1%
Operating income 2,940 5.3% 1,398 2.9%
Net financial income/expenses (1,194) -2.1% (1,357) -2.8%
Foreign exchange gains/losses 779 1.4% 1,885 3.9%
Portion of losses/(gains) from associated companies and
non-operational Joint Ventures evaluated using the
equity method
27 0.0% 57 0.1%
Pre-tax profit/(loss) 2,552 4.6% 1,983 4.1%
Income tax (553) -1.0% (882) -1.8%
Net profit/(loss) for the period 1,999 3.6% 1,101 2.2%
Profit/(loss) attributable to non-controlling interests 1 0.0% 7 0.0%
Group profit/(loss) 1,998 3.6% 1,094 2.2%

Revenues

Total revenues as at 31 March 2022, compared to the corresponding period of the previous year, recorded an increase of 14.1%.

Quarter ended 31 March
(Euro in thousands) 2022 % of revenues 2021 % of revenues 2022 vs 2021
Sales of products 37,673 67.44% 30,854 63.02% 6,819
Services rendered 12,765 22.85% 12,176 24.87% 589
Changes in work in progress 5,427 9.71% 5,926 12.10% (499)
Total revenues from sales and services 55,865 100.00% 48,956 100.00% 6,909

Services rendered mainly concern the trencher segment and are represented by the machine rental business carried out in the United States, France, North Africa and Oceania.

Revenues by geographic area

The Group's turnover is produced abroad for 70% and, in particular, in non-EU countries. The revenue analysis by area is indicated below, comparing the first quarter of 2022 with the first quarter of 2021, showing that the Group maintains a percentage distribution of sales in line, with a focus on Italy and Europe. It is emphasised that the segmentation by geographic area is determined by the country where the customer is located, regardless of where project activities are organised.

Quarter ended 31 March
(Euro in thousands) 2022 2021
Italy 16,777 10,510
Europe 12,679 11,445

Total revenues 55,865 48,956
BRIC and Others 8,888 9,440
North and Central America 9,962 8,857
Africa 3,203 3,650
Middle East 4,356 5,054

Operating costs net of depreciation and amortisation

Quarter ended 31 March
(Euro in thousands) 2022 2021 2022 vs 2021 % change
Cost of raw materials and consumables (23,832) (21,510) (2,322) 10.8%
Costs for services (9,667) (6,774) (2,893) 42.7%
Payroll costs (14,719) (13,345) (1,374) 10.3%
Other operating costs/revenues, net (1,164) (1,460) 296 -20.3%
Development costs capitalised 1,768 1,464 304 20.8%
Portion of losses/(gains) from operational Joint Ventures
evaluated using the equity method
15 (237) 252 -106.3%
Operating costs net of depreciation and amortisation (47,599) (41,862) (5,737) 13.7%

The table shows an increase in operating costs of Euro 5,737 thousand (+13.7%). The cost items mainly include the increase in the cost items of services linked to the increase in energy costs related to the general national and international economic situation and more legal and strategic consulting.

EBITDA

In terms of margins, EBITDA amounted to Euro 8,266 thousand, up on the figure recorded in the first half of 2021 when it was equal to Euro 7,094 thousand.

A restatement of the income statement figures representing the performance of EBITDA is provided below:

Quarter ended 31 March
(Euro in thousands) 2022 % of revenues 2021 % of revenues 2022 vs 2021
Operating income 2,940 5.3% 1,398 2.9% 1,542
+ Amortisation and depreciations 5,326 9.5% 5,696 11.6% (370)
EBITDA 8,266 14.8% 7,094 14.5% 1,172

Financial Management

Period ended 31 March
(Euro in thousands) 2022 2021
Net financial income/expenses (1,462) (1,387)
Foreign exchange gains/losses 779 1,885
Fair value adjustment of derivative instruments 268 30
Portion of losses/(gains) from associated companies and non-operational Joint Ventures
evaluated using the equity method
27 57
Total net financial income/expenses (388) 585

The net financial management decreased compared to the same period in the previous financial year by a total of Euro 973 thousand, with the following changes reported:

  • decrease of Euro 1,106 thousand due to the different exchange rate trend in the two periods of reference that resulted in the recording of net profits totalling Euro 779 thousand in the first quarter of 2022 (Euro 229 thousand realised and Euro 550 thousand unrealised) against net profits of Euro 1,885 thousand in the first quarter of 2021;
  • improvement in the fair value adjustment of financial instruments of Euro 238 thousand;

5.3 Income Statement by segment

Revenues by segment

The tables below show the income statement figures as at 31 March 2022 compared to those at 31 March 2021, broken down by the three operating segments.

Quarter ended 31 March
(Euro in thousands) 2022 % of revenues 2021 % of revenues 2022 vs 2021
Energy 12,672 22.7% 10,813 22.1% 1,859
Trencher 32,805 58.7% 30,963 63.2% 1,842
Rail 10,388 18.6% 7,180 14.7% 3,208
Total Revenues 55,865 100.0% 48,956 100.0% 6,909

In the first three months of 2022, the Group recorded consolidated revenues of Euro 55,865 thousand, an increase of Euro 6,909 (14.1%) thousand compared to Euro 48,956 thousand in the same period of the previous year.

In detail, the turnover of the Trencher segment as at 31 March 2022 was Euro 33,805 thousand, up by 5.9% compared to Euro 30,963 thousand as at 31 March 2021. The result was positively impacted by the recovery of the American market and, more generally, by the start of development and recovery plans in the countries in which the Group operates, despite an economic scenario characterised by difficulties in finding materials and increased purchase prices.

With regard to the Energy segment, revenues amounted to Euro 12,672 thousand, up by 17.2% compared to the figure of Euro 10,813 thousand as at 31 March 2021. In particular, the Energy-Automation segment achieved revenues of Euro 4,439 thousand, compared to Euro 3,349 thousand as at 31 March 2021. Growth in this sector was also confirmed for the year but slowed down compared to initial estimates due to difficulties in sourcing electronic components and semiconductors from the Far East.

The Rail segment recorded revenues of Euro 10,388 thousand, up 44.7% compared to Euro 7,180 thousand as at 31 March 2021. The growth confirms the trend of strengthening the business generated by higher value-added projects related to diagnostic products and energy transition.

EBITDA by segment

The tables below show the income statement figures as at 31 March 2022 compared to those as at 31 March 2021, broken down by the three operating segments:

Quarter ended 31 March
(Euro in thousands) 2022 % of revenues 2021 % of revenues 2022 vs 2021
Energy 1,591 12.6% 1,707 15.8% (116)
Trencher 4,548 13.9% 4,375 14.1% 173
Rail 2,127 20.5% 1,012 14.1% 1,115
EBITDA 8,266 14.8% 7,094 14.5% 1,172

This result is the combined effect of different trends in the three segments:

▪ Energy: EBITDA decreased from Euro 1,707 thousand as at 31 March 2021 to Euro 1,591 thousand as at 31 March 2022, due to the problems related to sourcing electronic components and semiconductors from the Far East;

  • Trencher: EBITDA increased from Euro 4,375 thousand as at 31 March 2021 to Euro 4,548 thousand as at 31 March 2022. Difficulties in finding raw materials also affected margins in this sector, which nevertheless grew in absolute terms;
  • Rail: the improvement of EBITDA from Euro 1,012 thousand in the first quarter of 2021 to Euro 2,127 thousand in 2022 is due to the recovery of full operations in the sector as described in the previous paragraph.

5.4 Balance sheet and financial profile

Information is provided below on the Group's main equity indicators as at 31 March 2022 compared to 31 December 2021. In particular, the following table shows the reclassified funding sources and uses of the consolidated balance sheet as at 31 March 2022 and as at 31 December 2021:

(Euro in thousands) As at 31 March 2022 As at 31 December 2021
USES
Net working capital 82,188 76,536
Fixed assets 101,668 102,946
Other long-term assets and liabilities 11,538 14,172
Net invested capital 195,214 193,654
SOURCES
Net financial indebtedness 119,402 121,012
Shareholders' equity 75,812 72,642
Total sources of funding 195,214 193,654

A) Net working capital

The table below shows a breakdown of "Net Working Capital" as at 31 March 2022 and 31 December 2021:

(Euro in thousands) As at 31 March 2022 As at 31 December 2021
Trade receivables 67,747 54,392
Work in progress contracts 13,185 15,691
Inventories 82,646 81,293
Trade payables (62,726) (55,966)
Other current assets/(liabilities) (18,664) (18,874)
Net working capital 82,188 76,536

Net working capital amounted to Euro 82,188 thousand, marking an increase of Euro 5,652 thousand (equal to 7.4%) compared to 31 December 2021. This trend is mainly due to the increase in "Trade receivables" of Euro 13,355 thousand (24.6%) as the sales of the first quarter were mainly concentrated at the end of the period offset by the increase in "Trade payables" of Euro 6,760 thousand (12.1%).

B) Fixed assets

The table below shows a breakdown of "Fixed assets" as at 31 March 2022 and 31 December 2021:

(Euro in thousands) As at 31 March 2022 As at 31 December 2021
Intangible assets 24,301 23,896
Property, plant and equipment 46,938 47,607
Rights of use 21,973 23,352

Equity investments in associates 8,433 8,088
Other equity investments 23 3
Fixed assets 101,668 102,946

The total of fixed assets recorded a net decrease of Euro 1,278 thousand compared to 31 December 2021 as a result of depreciation/amortisation for the period.

C) Net financial indebtedness

The table below shows a breakdown of "Net financial indebtedness" as at 31 March 2022 and 31 December 2021:

(Euro in thousands) As at 31 March
2022
of which with
related parties
and group
As at 31
December 2021
of which with
related parties
and group
Cash and cash equivalents (42,545) (50,189)
Current financial assets (19,170) (7,878) (16,777) (9,270)
Current financial liabilities 61,790 5,950 59,220 2,620
Current financial liabilities from rights of use 6,456 6,484
Current portion of derivative financial instruments (25) 50
Current financial indebtedness 6,506 (1,928) (1,212) (6,650)
Non-current financial liabilities 96,169 - 104,166 3,263
Non-current financial liabilities from rights of use 16,727 18,009
Non-current portion of derivative financial instruments - 49
Trade payables and other payables (non-current) 250 254
Non-current financial indebtedness 113,146 - 122,478 3,263
Net financial indebtedness pursuant to ESMA 32-382-
1138 Communication
119,652 (1,928) 121,266 (3,387)
Trade payables and other payables (non-current) (250) (254)
Group net financial indebtedness 119,402 (1,928) 121,012 (3,387)

In the first three months of 2022, the Group's net financial indebtedness decreased by Euro 1,610 thousand compared to the figure at the end of 2021. The net financial indebtedness prior to the application of IFRS 16, as at 31 March 2022, is equal to Euro 96,219 thousand with a decrease of Euro 300 thousand compared to the end of 2021.

The table below shows the breakdown of the changes:

  • increase in current financial indebtedness of Euro 7,718 thousand due to the:
    • decrease in cash and cash equivalents and current financial assets of Euro 7,644 thousand;
    • increase in current financial liabilities of Euro 2,570 thousand, mainly due to the short-term reclassification of the short-term portions of medium/long-term loans to current financial liabilities, including the loan obtained in 2020 from the related parties TTC S.r.l. and MTS-Officine Meccaniche di Precisione S.p.A. of Euro 3,263 thousand due in 2023;
  • decrease in medium/long-term financial indebtedness of Euro 9,332 thousand related to the reclassification in current financial indebtedness of the short-term portions of medium/long-term loans.

The existing loan agreements and bond issues contractually provide for the calculation of the financial covenants based on net financial indebtedness calculated on the consolidated financial statements as at 31 December and prior to the application of IFRS 16.

6. Management and types of financial risk

For the management of financial risks, please see the paragraph "Financial risk management policy" contained in the Explanatory Notes to the Annual Consolidated Financial Statements for 2021, where the Group's policies in relation to the management of financial risks are presented.

7. Atypical and/or unusual and non-recurring transactions with related parties

In compliance with the CONSOB communications of 20 February 1997, 27 February 1998, 30 September 1998, 30 September 2002 and 27 July 2006, it should be noted that during the first quarter of the 2022 financial year, no transactions took place with related parties of an atypical or unusual nature, outside of normal company operations or such as to harm the profits, balance sheet or financial results of the Group.

For significant intercompany and related party information, please see the paragraph "Related party transactions" in the Explanatory Notes.

8. Group Employees

The number of Group employees in the first quarter of 2022, including the employees of companies that are fully consolidated, is 957 persons compared to 938 in 2021.

9. Other information

Events occurring after the end of the reporting period

In particular, the effects occurring after the close of the quarter include the following:

▪ on 13 April 2022, the subsidiary Tesmec Rail S.r.l. definitively acquired the business unit that was managed on a lease basis by the company Advanced Measuring Group S.r.l. (AMG) since July 2019. As this transaction had already been originally accounted for in accordance with IFRS 3, the outright acquisition will have no significant impact on the Group's statement of financial position.

On the same date, the Tesmec Rail S.r.l. Shareholders' Meeting approved the distribution of the 2021 dividends for the amount of Euro 1 million. The dividend will be paid as from 15 April 2022;

▪ on 21 April 2022, the Ordinary Shareholders' Meeting of Tesmec S.p.A. met electronically in a single call and approved the Financial Statements as at 31 December 2021 and the allocation of the Net Profit. During the Shareholders' Meeting, the Consolidated Financial Statements as at 31 December 2021 of the Tesmec Group and the related reports were presented, including the Consolidated Non-Financial Statement.

The Shareholders' Meeting also resolved favourably on the First Section of the Report on Remuneration and remuneration paid pursuant to article 123-ter of Italian Legislative Decree no. 58/1998 and article 84-quater of Consob Regulation no. 11971/1999 and authorised also the Board of Directors, for a period of 18 months, to purchase, on the regulated market, ordinary shares of Tesmec until 10% of the share capital of the Company and within the limits of the distributable profits and of the available reserves resulting from the last financial statements duly approved by the Company or the subsidiary company making the purchase.

The authorisation also includes the right to dispose of (in whole or in part and also in several times) the shares in the portfolio subsequently, even before having exhausted the maximum number of shares purchasable and to possibly repurchase the shares to the extent that the treasury shares held by the Company and, if necessary, by its subsidiaries, do not exceed the limit established by the authorisation. The quantity and the price at which transactions will be made will comply with the operating procedures laid down by the regulations.

Today's authorisation replaces the last authorisation resolved by the Shareholders' Meeting on 22 April 2021 and expiring in October 2022. The resolution concerning authorisation to purchase treasury shares was passed with the favourable vote of the majority of the Tesmec shareholders at the shareholders' meeting other than the majority shareholder and therefore, pursuant to Article 44-bis of the Issuers' Regulation, the shares that the Issuer will purchase in executing this resolution will be included in the share capital of the Issuer, on which the significant equity investment for the purpose of Article 106, paragraphs 1, 1-bis, 1-ter and 3 letter b) of the TUF will be calculated;

▪ on 21 April 2022, the Shareholders' Meeting of Tesmec S.p.A. resolved to:

  • appoint the new Board of Directors that will remain in office until the shareholders' meeting that will be called to approve the financial statements for the year ended 31 December 2024, composed of Gianluca Bolelli, Caterina Caccia Dominioni, Lucia Caccia Dominioni, Paola Durante, Simone Andrea Crolla, Emanuela Teresa Basso Petrino, Guido Luigi Traversa, Antongiulio Marti and Nicola Iorio as well as Ambrogio Caccia Dominioni who was confirmed as Chairman of the Board of Directors;
  • appoint the new Board of Statutory Auditors that will also remain in office until the shareholders' meeting called to approve the 2024 financial statements, composed of Statutory Auditors Simone Cavalli (Chairman), Laura Braga and Attilio Massimo Franco Marcozzi and of Alternate Auditors Maurizio Parni and Alice Galimberti.
  • on 21 April 2022, the Board of Directors confirmed Ambrogio Caccia Dominioni as the Chief Executive Officer and Gianluca Bolelli as Vice Chairman.

The Board of Directors decided to appoint:

  • the directors Emanuela Teresa Basso Petrino (Chairman), Simone Andrea Crolla and Guido Traversa as members of the Control and Risk, Sustainability and Related Parties Transactions Committee;
  • the directors Emanuela Teresa Basso Petrino (Chairman), Antongiulio Marti and Caterina Caccia Dominioni as members of the new Remuneration and Appointments Committee;
  • Caterina Caccia Dominioni as director in charge of the internal control and risk management system;
  • the Independent Director Paola Durante as Lead Independent Director.

Business outlook

Despite a macroeconomic context characterized by strong uncertainties and criticalities relating to geopolitical tensions in progress, evolution of the pandemic, increase of prices of raw materials and logistical tensions and in management of freight rates, which do not facilitate the estimation processes, Tesmec Group confirms its guidelines for the 2020-2023 Plan, supported by the performance of the first quarter and by the status of activities in the second quarter 2022. Tesmec is active in sectors that will benefit from new investments and development policies aimed at strengthening the key infrastructures of the main countries: the Group's business is concentrated in strategic sectors that are extremely lively and have significant growth prospects. In details, huge investments are planned in the Trencher segment to strengthen telecommunications networks and digitalization in addition to strong development in the mining sector. The Rail segment is benefiting from a significant increase in investments to reduce traffic congestion of road vehicles and increase sustainable mobility, as well as for the maintenance of lines with the aim of ensuring the safety of rail transport. In the Energy segment, the transition to the use of renewable energy sources is confirmed, with the power lines being adapted to the new requirements.

In the light of the above, the Group expects to achieve in the 2022 financial year: consolidated turnover exceeding Euro 240 million, EBITDA percentage higher than 16% and reduction of Net Financial Debt compared to the end of 2021.

The short-term objectives were developed according to the logic that there is no worsening of the macroeconomic conditions or a drift in the Russian-Ukrainian conflict.

The state of political and military tension generated, and the consequent economic sanctions adopted by the international community against Russia have determined significant effects and turbulence on the global markets. Note that Tesmec, over the years, has developed a commercial presence and service offering through a local company and that the Group invested and developed specific solutions and technologies for the territory but with a limited contribution to consolidated turnover in the last period (around 2%). Nevertheless, Tesmec's management team is constantly monitoring the situation in order to be able to make assessments in full compliance with EU and international rules. The Group's priority is to protect its employees across the Country and to maintain their employment as long as international and national conditions allow Tesmec to do so.

CONSOLIDATED FINANCIAL STATEMENTS

(Not audited by the Independent Auditors)

Consolidated statement of financial position as at 31 March 2022 and as at 31 December 2021

31 March 2022 31 December 2021
(Euro in thousands)
NON-CURRENT ASSETS
Intangible assets 24,301 23,896
Property, plant and equipment 46,938 47,607
Rights of use 21,973 23,352
Equity investments in associates evaluated using the equity method 8,433 8,088
Other equity investments 23 3
Financial receivables and other non-current financial assets 3,458 6,821
Derivative financial instruments 260 10
Deferred tax assets 16,571 15,839
Non-current trade receivables 2,136 1,761
Other non-current assets 913 1,266
TOTAL NON-CURRENT ASSETS 125,006 128,643
CURRENT ASSETS
Work in progress contracts 13,185 15,691
Inventories 82,646 81,293
Trade receivables 67,747 54,392
of which with related parties: 3,364 3,510
Tax receivables 1,972 1,782
Other available-for-sale securities - 2
Financial receivables and other current financial assets 19,170 16,775
of which with related parties: 7,878 9,270
Other current assets 10,801 9,365
Derivative financial instruments 25 -
Cash and cash equivalents 42,545 50,189
TOTAL CURRENT ASSETS 238,091 229,489
TOTAL ASSETS 363,097 358,132
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO PARENT COMPANY SHAREHOLDERS
Share capital 15,702 15,702
Reserves/(deficit) 58,027 55,670
Group net profit/(loss) 1,998 1,195
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO PARENT COMPANY
SHAREHOLDERS
75,727 72,567
Capital and reserves/(deficit) attributable to non-controlling interests 84 61
Net profit/(loss) for the period attributable to non-controlling interests 1 14
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS 85 75
TOTAL SHAREHOLDERS' EQUITY 75,812 72,642
NON-CURRENT LIABILITIES
Medium/long-term loans 92,442 100,439
of which with related parties: - 3,263
Bond issue 3,727 3,727
Non-current financial liabilities from rights of use 16,727 18,009
Derivative financial instruments - 49
Employee benefit liability 4,499 4,564
Deferred tax liabilities 7,231 6,707

Other long-term liabilities 250 254
TOTAL NON-CURRENT LIABILITIES 124,876 133,749
CURRENT LIABILITIES
Interest-bearing financial payables (current portion) 59,323 56,753
of which with related parties: 5,950 2,620
Current bond issue 2,467 2,467
Current financial liabilities from rights of use 6,456 6,484
Derivative financial instruments - 50
Trade payables 62,726 55,966
of which with related parties: 1,017 1,310
Advances from customers 4,386 2,194
Income taxes payable 2,151 2,051
Provisions for risks and charges 3,180 3,171
Other current liabilities 21,720 22,605
TOTAL CURRENT LIABILITIES 162,409 151,741
TOTAL LIABILITIES 287,285 285,490
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 363,097 358,132

Consolidated income statement for the quarter ended 31 March 2022 and 2021

Quarter ended 31 March
(Euro in thousands) 2022 2021
Revenues from sales and services 55,865 48,956
of which with related parties: 1,022 2,220
Cost of raw materials and consumables (23,832) (21,510)
of which with related parties: (8) -
Costs for services (9,667) (6,774)
of which with related parties: (8) (8)
Payroll costs (14,719) (13,345)
Other operating costs/revenues, net (1,164) (1,460)
of which with related parties: 58 23
Amortisation and depreciations (5,326) (5,696)
Development costs capitalised 1,768 1,464
Portion of losses/(gains) from operational Joint Ventures evaluated using the
equity method
15 (237)
Total operating costs (52,925) (47,558)
Operating income 2,940 1,398
Financial expenses (2,795) (2,183)
of which with related parties: (116) (14)
Financial income 2,380 2,711
of which with related parties: 22 18
Portion of losses/(gains) from associated companies and non-operational Joint
Ventures evaluated using the equity method
27 57
Pre-tax profit/(loss) 2,552 1,983
Income tax (553) (882)
Net profit/(loss) for the period 1,999 1,101
Profit/(loss) attributable to non-controlling interests 1 7
Group profit/(loss) 1,998 1,094
Basic and diluted earnings/(losses) per share 0.0033 0.0018

Consolidated statement of comprehensive income for the quarter ended 31 March 2022 and 2021

Quarter ended 31 March
(Euro in thousands) 2022 2021
NET PROFIT/(LOSS) FOR THE PERIOD 1,999 1,101
Other components of comprehensive income:
Exchange differences on conversion of foreign financial statements 1,170 1,227
Total other income/(losses) after tax 1,170 1,227
Total comprehensive income (loss) after tax 3,169 2,328
Attributable to:
Shareholders of Parent Company 3,168 2,321
Non-controlling interests 1 7

Statement of consolidated cash flows for the quarter ended 31 March 2022 and 2021

Quarter ended 31 March
2022
(Euro in thousands)
2021
CASH FLOW FROM OPERATING ACTIVITIES
Net profit/(loss) for the period
1,999
1,101
Adjustments to reconcile net income for the period with the cash flows generated by
(used in) operating activities:
Amortisation and depreciations
5,326
5,696
Provisions for employee benefit liability
450
382
Provisions for risks and charges/inventory obsolescence/doubtful accounts
240
576
Employee benefit payments
(515)
(330)
Payments of provisions for risks and charges
(16)
(5)
Net change in deferred tax assets and liabilities
(61)
621
Change in fair value of financial instruments
(374)
(30)
Change in current assets and liabilities:
Trade receivables
(11,550)
(12,100)
of which with related parties:
146
(900)
Inventories and work in progress contracts
1,728
(9,058)
Trade payables
6,588
(1,466)
of which with related parties:
(293)
(319)
Other current assets and liabilities
(2,210)
(1,124)
NET CASH FLOW GENERATED BY OPERATING ACTIVITIES (A)
1,605
(15,737)
CASH FLOW FROM INVESTING ACTIVITIES
Investments in property, plant and equipment
(2,945)
(1,548)
Investments in intangible assets
(2,251)
(2,397)
Investments in rights of use
(343)
(654)
(Investments)/disposals of financial assets
721
163
of which with related parties:
1,392
151
Proceeds from sale of property, plant and equipment, intangible assets and rights of use
2,454
3,579
NET CASH FLOW USED IN INVESTING ACTIVITIES (B)
(2,364)
(857)
NET CASH FLOW FROM FINANCING ACTIVITIES
Disbursement of medium/long-term loans
3,675
2,232
of which with related parties:
(3,263)
-
Recognition of financial liabilities from rights of use
161
1,532
Repayment of medium/long-term loans
(1,471)
(2,370)
Repayment of financial liabilities from rights of use
(3,520)
(1,359)
Net change in short-term financial debt
(5,863)
(436)
of which with related parties:
3,330
72
NET CASH FLOW GENERATED BY/(USED IN) FINANCING ACTIVITIES (C)
(7,018)
(401)
TOTAL CASH FLOW FOR THE PERIOD (D=A+B+C)
(7,777)
(16,995)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (E)
133
163
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD (F)
50,189
70,426
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (G=D+E+F)
42,545
53,594
Additional information:
Interest paid
1.581
601
Income tax paid
54
106

Statement of changes in consolidated shareholders' equity for the quarter ended 31 March 2022 and 2021

(Euro in thousands) Share
capital
Legal
reserve
Share
premium
reserve
Reserve
of
treasury
shares
Translation
reserve
Other
reserves
Net
profit/(loss)
for the
period
Total
shareholders'
equity
attributable
to Parent
Company
shareholders
Total
shareholders'
equity
attributable
to non
controlling
interests
Total
shareholders'
equity
Balance as at 1 January 2022 15,702 2,141 39,215 (2,341) 3,886 12,769 1,195 72,567 75 72,642
Profit/(loss) for the period - - - - - - 1,998 1,998 1 1,999
Other profits/(losses) - - - - 1,162 - - 1,162 9 1,171
Total comprehensive
income/(loss)
1,998 3,160 10 3,170
Allocation of the result for the
period
- - - - - 1,195 (1,195) - - -
Change in the consolidation area - - - - - - - - - -
Balance as at 31 March 2022 15,702 2,141 39,215 (2,341) 5,048 13,964 1,998 75,727 85 75,812
(Euro in thousands) Share
capital
Legal
reserve
Share
premium
reserve
Reserve
of
treasury
shares
Translation
reserve
Other
reserves
Net
profit/(loss)
for the
period
Total
shareholders'
equity
attributable
to Parent
Company
shareholders
Total
shareholders'
equity
attributable
to non
controlling
interests
Total
shareholders'
equity
Balance as at 1 January 2021 15,702 2,141 39,215 (2,341) 1,809 19,689 (6,828) 69,387 61 69,448
Profit/(loss) for the period - - - - - - 1,094 1,094 7 1,101
Other profits/(losses) - - - - 1,224 - - 1,224 3 1,227
Total comprehensive
income/(loss)
1,094 2,318 10 2,328
Allocation of the result for the
period
- - - - - (6,828) 6,828 - - -
Balance as at 31 March 2021 15,702 2,141 39,215 (2,341) 3,033 12,861 2,188 74,023 81 74,104

Explanatory notes

Accounting policies adopted in preparing the interim consolidated report on operations as at 31 March 2022

1. Company information

The Parent Company Tesmec S.p.A. (hereinafter "Parent Company" or "Tesmec") is a legal entity organised in accordance with the legal system of the Italian Republic. The ordinary shares of Tesmec are listed on the MTA STAR Segment of the Milan Stock Exchange as from 1 July 2010. The registered office of the Tesmec Group (hereinafter "Group" or "Tesmec Group") is in Milan, Piazza S. Ambrogio 16.

2. Reporting standards

The interim consolidated report on operations as at 31 March 2022 was prepared in condensed form. Since the interim consolidated report on operations does not disclose all the information required in preparing the consolidated annual financial statements or interim financial statements in accordance with IAS 34, it must be read together with the consolidated financial statements as at 31 December 2021.

The accounting standards adopted in preparing this interim consolidated report on operations as at 31 March 2022 are those adopted for preparing the consolidated financial statements as at 31 December 2021 in compliance with IFRS, to which reference is made for full details. Note that the standards and interpretations approved by the European Union and that came into force for the first time on 1 January 2022 have no particular relevance for the Group. Moreover, the Group has not adopted in advance any other principle, interpretation or modification published but not yet in force.

The interim consolidated report on operations as at 31 March 2022 comprises the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, statement of changes in consolidated shareholders' equity, statement of consolidated cash flows. Comparative figures are disclosed (31 December 2021 for the statement of financial position and the first quarter of 2021 for the consolidated income statement, consolidated statement of comprehensive income, statement of changes in shareholders' equity and cash flow statement).

More precisely, the consolidated statement of financial position, the consolidated income statement, the consolidated comprehensive income statement, the consolidated statement of changes in shareholders' equity and the consolidated statement of cash flows are drawn up in extended form and are in the same format adopted for the consolidated financial statements as at 31 December 2021.

The interim consolidated report on operations is presented in Euro. The balances in the financial statements and notes to the financial statements are expressed in thousands of Euro, unless specifically indicated.

Disclosure of the interim consolidated report on operations of the Tesmec Group for the period ended 31 March 2022 was authorised by the Board of Directors on 10 May 2022.

3. Consolidation methods and area

The interim consolidated report on operations comprise the interim report on operations of Tesmec S.p.A. and its subsidiaries as at 31 March 2022. The accounting standards and consolidation methods adopted in preparing this interim consolidated report on operations as at 31 March 2022 are those adopted for preparing the consolidated financial statements as at 31 December 2021 to which reference is made for full details.

As at 31 March 2022, no changes have taken place in the consolidation area in comparison with 31 December 2021.

Translation of foreign currency financial statements and of foreign currency items

The exchange rates used to determine the value in Euros of the financial statements of subsidiary companies expressed in foreign currency (exchange rate to 1 Euro) are shown below:

Average exchange rates for the End-of-period exchange rate
quarter ended 31 March as at 31 March
2022 2021 2022 2021
US Dollar 1.12 1.20 1.11 1.17
Russian Rouble 88.40 89.67 117.20 88.32
Qatari Riyal 4.08 4.39 4.04 4.27
South African Rand 17.08 18.03 16.17 17.35
Renminbi 7.12 7.81 7.04 7.68
Australian Dollar 1.55 1.56 1.48 1.54
Algerian Dinar 158.08 160.29 158.16 157.09
New Zealand Dollar 1.66 1.68 1.60 1.68
Tunisian Dinar 3.26 3.28 3.28 3.28
CFA Franc 655.96 655.96 655.96 655.96
GNF Franc 10,020.97 12,106.50 9,770.32 11,675.72
Saudi Riyal 4.21 4.52 4.16 4.40
Moroccan Dinar 10.63 10.78 10.71 10.63

4. Segment Reporting

For management purposes, the Tesmec Group is organised into strategic business units identified based on the goods and services provided, and presents three operating segments for disclosure purposes:

Energy segment

▪ machines and integrated systems for overhead and underground stringing of power lines and fibre optic cables; integrated solutions for the streamlining, management and monitoring of low, medium and high voltage power lines (smart grid solutions).

Trencher segment

  • high-efficiency crawler trenching machines for excavation with a set section for the construction of infrastructures for the transmission of data, raw materials and gaseous and liquid products in the various segments: energy, farming, chemical and public utilities, crawler machines for working in the mines, surface works and earth moving works (RockHawg);
  • rental of the trenching machines;
  • specialised consultancy and excavation services on customer request;
  • multi-purpose site machinery (Gallmac).

Rail segment

▪ machines and integrated systems for the installation, maintenance and diagnostics of the railway catenary wire system, plus customised machines for special operations on the line.

No operating segment has been aggregated in order to determine the indicated operating segments that are the subject of the reporting.

Quarter ended 31 March
2022 2021
(Euro in thousands) Energy Trencher Rail Consolidated Energy Trencher Rail Consolidated
Revenues from sales and services 12,672 32,805 10,388 55,865 10,813 30,963 7,180 48,956
Operating costs net of depreciation and
amortisation
(11,081) (28,257) (8,261) (47,599) (9,106) (26,588) (6,168) (41,862)
EBITDA 1,591 4,548 2,127 8,266 1,707 4,375 1,012 7,094
Amortisation and depreciations (1,156) (3,241) (929) (5,326) (1,450) (3,220) (1,026) (5,696)
Total operating costs (12,237) (31,498) (9,190) (52,925) (10,556) (29,808) (7,194) (47,558)

Operating income 435 1,307 1,198 2,940 257 1,155 (14) 1,398
Net financial income/(expenses) (388) 585
Pre-tax profit/(loss) 2,552 1,983
Income tax (553) (882)
Net profit/(loss) for the period 1,999 1,101
Profit/(loss) attributable to non-controlling
interests
1 7
Group profit/(loss) 1,998 1,094

The directors monitor separately the results achieved by the business units in order to make decisions on resources, allocation and performance assessment. Segment performance is assessed based on operating income.

Group financial management (including financial income and charges) and income tax are managed at Group level and are not allocated to the individual operating segments.

The following table shows the consolidated statement of financial position by business segment as at 31 March 2022 and as at 31 December 2021:

As at 31 March 2022 As at 31 December 2021
(Euro in thousands) Energy Trencher Rail Not
allocated
Consolidated Energy Trencher Rail Not
allocated
Consolidated
Intangible assets 10,482 5,948 7,871 - 24,301 10,062 5,833 8,001 - 23,896
Property, plant and equipment 3,003 35,710 8,225 - 46,938 2,980 36,554 8,073 - 47,607
Rights of use 862 20,534 577 - 21,973 817 21,945 590 - 23,352
Financial assets 4,241 4,292 3,293 348 12,174 3,858 4,334 3,293 3,437 14,922
Other non-current assets 1,495 6,884 615 10,626 19,620 1,936 6,595 727 9,608 18,866
Total non-current assets 20,083 73,368 20,581 10,974 125,006 19,653 75,261 20,684 13,045 128,643
Work in progress contracts 1,852 11,333 - - 13,185 1,346 - 14,345 - 15,691
Inventories 17,601 59,708 5,337 - 82,646 17,766 59,542 3,985 - 81,293
Trade receivables 10,626 47,931 9,190 - 67,747 7,657 35,734 11,001 - 54,392
Other current assets 2,896 4,639 7,268 17,165 31,968 2,500 4,385 7,554 13,485 27,924
Cash and cash equivalents 3,999 8,598 13,307 16,641 42,545 5,205 9,807 7,135 28,042 50,189
Total current assets 36,974 132,209 35,102 33,806 238,091 34,474 109,468 44,020 41,527 229,489
Total assets 57,057 205,577 55,683 44,780 363,097 54,127 184,729 64,704 54,572 358,132
Shareholders' equity attributable
to parent company shareholders
- - - 75,727 75,727 - - - 72,567 72,567
Shareholders' equity attributable
to non-controlling interests
- - - 85 85 - - - 75 75
Non-current liabilities 2,892 18,057 9,663 94,264 124,876 2,983 19,414 8,338 103,014 133,749
Current financial liabilities 2,851 4,816 8,708 45,415 61,790 2,509 4,279 10,013 42,469 59,270
Current financial liabilities from
rights of use
317 3,404 98 2,637 6,456 276 3,531 91 2,586 6,484
Trade payables 13,717 38,800 10,209 - 62,726 14,351 33,089 8,526 - 55,966
Other current liabilities 2,279 7,745 11,892 9,521 31,437 1,324 8,779 11,588 8,330 30,021
Total current liabilities 19,164 54,765 30,907 57,573 162,409 18,460 49,678 30,218 53,385 151,741
Total liabilities 22,056 72,822 40,570 151,837 287,285 21,443 69,092 38,556 156,399 285,490
Total shareholders' equity and
liabilities
22,056 72,822 40,570 227,649 363,097 21,443 69,092 38,556 229,041 358,132

5. Related party transactions

The following table gives details of economic and equity transactions with related parties. The companies listed below have been identified as related parties as they are linked directly or indirectly to the current shareholders:

Quarter ended 31 March 2022 Quarter ended 31 March 2021
(Euro in thousands) Revenues Cost of
raw
materials
Costs for
services
Other operating
costs/revenues,
net
Financial
income
and
expenses
Revenues Cost of
raw
materials
Costs for
services
Other operating
costs/revenues,
net
Financial
income and
expenses
Associates:
Locavert S.A. 13 - - - - 55 - - - -
Subtotal 13 - - - - 55 - - - -
Joint Ventures:
Condux Tesmec Inc. 562 - - 46 4 1,538 - - 31 2
Tesmec Peninsula - - - - 14 - - - - 13
Subtotal 562 - - 46 18 1,538 - - 31 15
Related parties:
Ambrosio S.r.l. - - - (1) (1) - - - - -
Dream Immobiliare
S.r.l.
- - - 9 (94) - - - (11) (2)
TTC S.r.l. - - (7) - - - - (8) - -
Fi.ind. - - - - - - - - - -
M.T.S. Officine
meccaniche S.p.A.
444 (8) (1) 4 (17) 518 - - 3 (1)
RX S.r.l. - - - - - - - - (8)
ICS Tech. S.r.l. 17 - - - - 109 - - - -
Comatel 3 - - - - - - - - -
Subtotal 464 (8) (8) 12 (112) 627 - (8) (8) (11)
Total 1,039 (8) (8) 58 (94) 2,220 - (8) 23 4
31 March 2022 31 December 2021
(Euro in thousands) Trade
receivables
Current
financial
receivables
Non
current
financial
payables
Current
financial
payables
Trade
payables
Trade
receivables
Current
financial
receivables
Non
current
financial
payables
Current
financial
payables
Trade
payables
Associates:
Locavert S.A. 12 - - - - 20 - - - -
R&E Contracting (Pty) Ltd. - - - - - - - - - -
Subtotal 12 - - - - 20 - - - -
Joint Ventures:
Condux Tesmec Inc. 2,426 180 - - 2,782 1,707 - - 3
Tesmec Peninsula 30 2,085 - 1,126 4 12 2,044 - 1,089 4
Tesmec Saudi Arabia 533 4,742 - - 7 441 4,648 - - 7
Marais Lucas - 794 - - - - 794 - - -
Subtotal 2,989 7,801 - 1,126 11 3,235 9,193 - 1,089 14
Related parties:
Dream Immobiliare S.r.l. - 77 - - 949 - 77 - - 1,137
Ambrosio S.r.l. - - - - 5 - - - - 4
Fi.ind. - - - - - - - - - -
TTC S.r.l. - - - - 24 - - - - 24
M.T.S. Officine meccaniche S.p.A. 206 - - 3,050 13 123 - 3,050 - 63
RX S.r.l. - - - 1,774 3 - - 213 1,531 34
Triskell Conseil Partner - - - - 12 - - - - 34
ICS Tech. S.r.l. 154 - - - - 132 - - - -
Comatel 3 - - - - - - - - -
Subtotal 363 77 - 4,824 1,006 255 77 3,263 1,531 1,296
Total 3,364 7,878 - 5,950 1,017 3,510 9,270 3,263 2,620 1,310

Certification pursuant to Article 154-bis of Italian Legislative Decree no. 58/98

    1. The undersigned Ambrogio Caccia Dominioni and Marco Paredi, as the Chief Executive Officer and the Manager responsible for preparing the Company's financial statements of Tesmec S.p.A., respectively, hereby certify, also taking into consideration the provisions of Article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree no. 58 of 24 February 1998:
    2. the adequacy in relation to the characteristics of the business and
    3. the actual application

of the administrative and accounting procedures adopted to prepare the Interim consolidated report on operations as at 31 March 2022.

    1. We also certify that:
  • 2.1 the Interim consolidated report on operations as at 31 March 2022:
    • correspond to the amounts shown in the Company's accounts, books and records;
    • gives a current view of the financial position, the results of the operations and of the cash flows of the issuer and of its consolidated companies.
  • 2.2 the interim report on operations refers to the important events that took place during the first three months of the financial period and their impact on the Interim consolidated report on operations, together with a description of the main risks and uncertainties for the nine remaining months of the financial period. The interim report on operations also includes a reliable analysis of information on significant transactions with related parties.

Grassobbio, 10 May 2022

Mr. Ambrogio Caccia Dominioni Mr. Marco Paredi

Chief Executive Officer Manager responsible for preparing the Company's financial statements

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