Earnings Release • May 9, 2019
Earnings Release
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PRESS RELEASE
Genoa, 26 April 2019
The Shareholders' MeeJng of EdiliziAcrobaJca S.p.A. ("Company" or "EDAC") parent company of the EDAC Group, specialised in building works using a double safety rope technique, works of which include maintenance and restoraJon of buildings and of other architectural structures, company listed in the segment AIM Italia of the Italia Stock Exchange (Jcker EDAC) and on Euronext Growth (Jcker ALEAC) was convened today under an ordinary meeJng at the administraJve offices of the company in Genoa, Viale Brigate ParJgiane 18/2.
The board meeJng reviewed the Consolidated Financial Statements for the period ended 31 December 2018, of which we summarise the main data:
Therefore, the Board MeeJng reviewed and approved the Financial Statements for the year ended 31 December 2018, whose main data is summarised below:
1 It must be noted that EBITDA Adjusted is already net of the accounJng effects of the lisJng on the stock exchange, as all costs related to the admission process on AIM were capitalised while revenues regarding the tax credit deriving from the lisJng in stock exchange were not prudently included in 2018. The laper, for its own share, will be included as of 2019 aqer the approval of the MISE which will express a decision 30 days aqer 31 March 2019.
Value of ProducJon at € 22.5 million, +56% YoY;
EBITDA at €4.2 Million, +113.9% (EBITDA Margin at 18.7%);
Shareholders' MeeJng passed a resoluJon to allocate € 34,506 to the legal reserve and carry forward the residual amount of € 2,247,992.
Riccardo Iovino, CEO and Founder of EdiliziAcrobaJca, added: "2018 was a very posiJve year for the company which on 19 November was admiped to the segment AIM of the Italian Stock Exchange and which thanks to its business model, focused on the enhancement of human resources, has consolidated a growth in all major indicators. 2019 followed the same posiJve papern and we witnessed the lisJng in the stock exchange, Euronext Growth, and the acquisiJon of the French company ETAIR Méditerranée, operaJon which once again was conducted pursuant to ethical principles that characterise our company and that has allowed us to keep 47 of the 52 employees of ETAIR in the workforce who are now part of for all purposes":
Anna Marras (Shareholder of EdiliziAcrobaJca and Managing Director in charge of managing all resources of EDAC), added: "Our commitment is to ensure growth and constantly improve our employees and collaborators, by focusing on study courses devised based on their needs and is confirmed once again as a key factor for our success. We have now surpassed the target of 700 human resources and today, just like many years ago, we take care of them with the same care and dedicaJon that we had when EdiliziAcrobaJca was a liple more than a dream that had to come true".
Deloitte & Touche S.p.A
Via Petrarca, 2
16121 Genoa
Italy
Tel.:+39 010 5317011
For the shareholders of
EdiliziacrobaJca S.p.A.
We have audited the financial statement of EdiliziacrobaJca S.p.A. (the "Company"), including the balance sheet as at 31 December 2018, the income statement, and the cash flow statement for the financial year closed on the same date and the Explanatory Note.
In our opinion, the financial statement provides a true, correct view of the financial and equity situaJon of the Company as at 31 December 2018 and of the economic performance and cash flow for the financial year closed on that date, in compliance with Italian laws regulaJng the draqing criteria.
We carried out the audit in accordance with the InternaJonal Standards on AudiJng (ISA Italia). Our responsibiliJes under these principles are described further in the secJon Responsibilities of the auditor to audit the financial statements of the financial year of this report. We are independent from the Company, in compliance with applicable regulaJons and principles on ethics and independence set forth by Italian legislaJon on audiJng financial statements. We believe we have obtained sufficient and appropriate evidence on which to base our assessment.
Responsibility of Directors and of the Board of Statutory Auditors for the financial statements for the year
The Directors are responsible for drawing up the financial statement for the year, which provides an accurate and true representaJon in accordance with Italian regulaJons governing the drawing up criteria, and according to legal provisions, for conducJng internal legal controls required to prepare a statement that does not contain significant errors due to fraud or unintenJonal behaviours.
The Directors are responsible for evaluaJng the Company's ability to conJnue operaJng and, in preparing the financial statements, for the appropriateness conJnuing to operate, as well as for the adequate disclosure of this maper. The Directors have assumed that the business will conJnue to operate when preparing the financial statements for the year, except if condiJons are in place to liquidate the Company or to disconJnue acJviJes, or there is no realisJc alternaJve to these opJons.
Within the confines of the law, the Board of Statutory Auditors is responsible for supervising the process of preparing the Company's financial informaJon.
Responsibility of the audiJng firm to audit the financial statements for the year
Our objecJves are the acquisiJon of reasonable assurance that the financial statements as a whole do not contain significant errors, due to fraud or unintenJonal behaviour or events, and to issue a report with our opinion. Reasonable certainty means a high level of certainty. However, this does not guarantee that an audit carried out in accordance with ISA Italia internaJonal audiJng standards will always idenJfy a significant error, if any. Errors can result from fraud or unintenJonal behaviour or events and are considered significant if it can reasonably be expected that they, individually or as a whole, might influence economic decisions made by the users on the basis of the financial statements.
As part of the audit conducted in accordance with ISA Italia internaJonal audiJng standards, we have exercised professional judgment and maintained professional scepJcism throughout the audit. Furthermore:
We communicated to the managers of the governance acJviJes, idenJfied at an appropriate level as requested by the ISA Italia standards, among other aspects, the scope and Jming planned for the audit and the significant results emerged, including any significant deficiencies in the internal control idenJfied in the audit.
Assessment pursuant to article 14 paragraph 2 item e) of Legislative Decree no. 39/10
The Directors of Ediliziacrobatica S.p.A. are responsible for preparing the report on the management of the Company as at 31 December 2018, including for its consistency with the related financial statements and its compliance with the law.
We have carried out the procedures outlined in the auditing principle (SA Italia) no. 720B in order to express an opinion on the consistency of the management report with the financial statements of Ediliziacrobatica S.p.A. as at 31 December 2018 and on their compliance with the law, as well as to issue a declaration on any significant errors.
In our opinion, the Management Report is in line with the financial statement of Ediliziacrobatica S.p.A. as at 31 December 2018, which has been prepared in accordance with legal regulations.
With reference to the declaration pursuant to article 14 paragraph 2 item e) of Legislative Decree no. 39/10, issued on the basis of the knowledge and understanding of the company and the relative context acquired during the audit, we have nothing to report.
DELOITTE & TOUCHE S.p.A.
Eugenio Puddu
Partner
Genoa, 11 April 2019
For the shareholders of
EdiliziacrobaJca S.p.A.,
We carried out an audit of the consolidated financial statements of the EdiliziacrobaJca Group (hereinaqer "the Group"), consisJng of the balance sheet as at 31 December 2018, the profit and loss account, the cash flow statement for the year which closed on this date, and the explanatory notes.
In our opinion, the consolidated financial statements provide a true and fair representaJon of the Group's assets and financial situaJon as at 31 December 2018 and of the net profit and cash flow for the year which closed on this date, in accordance with the Italian legislaJon governing reporJng criteria.
We carried out the audit in accordance with the InternaJonal Standards on AudiJng (ISA Italia). Our responsibiliJes in accordance with these principles are further described in the secJon Responsibilities of Audit Firms When Auditing Consolidated financial statements in this report. We are independent of EdiliziacrobaJca S.p.A. in accordance with the ethics and principles of Italian legislaJon applicable to audiJng consolidated financial statements. We believe we have obtained sufficient and appropriate evidence on which to base our assessment.
Directors are responsible for drawing up consolidated financial statements that provide a true and fair representaJon in accordance with Italian legislaJon governing reporJng criteria and, within the terms sJpulated by law, the aspects of the internal audit they carry out which are deemed necessary for drawing up a consolidated financial statement that does not contain significant errors due to fraud or inadvertent pracJces or events.
The Directors are responsible for assessing the Group's ability to conJnue operaJng as a viable business and, in drawing up the consolidated financial statements, are responsible for appropriately applying the assumpJon of business conJnuity, and providing suitable informaJon in this regard. The Directors apply the assumpJon of business conJnuity when drawing up the consolidated financial statements, unless they conclude that the condiJons exist for liquidaJng the parent company EdiliziacrobaJca S.p.A. or interrupJng business acJvity, or there are no other reasonable alternaJves.
The Board of Statutory Auditors is responsible for supervising the process of preparing the Group's financial informaJon within the terms prescribed by law.
ResponsibiliJes of Audit Firms When AudiJng Consolidated financial statements
Our objecJves are to obtain reasonable certainty that the consolidated financial statements overall do not contain significant errors due to fraud or inadvertent pracJces or events, and to issue an audit report which includes our assessment. Reasonable certainty means a high level of certainty. However, this does not guarantee that an audit carried out in accordance with ISA Italia internaJonal audiJng standards will always idenJfy a significant error, if any. Errors may be due to fraud or inadvertent pracJces or events, and are considered significant if it can be reasonably expected that, individually or together, they can influence the financial decisions of users on the basis of the consolidated financial statements.
As part of the audit conducted in accordance with ISA Italia internaJonal audiJng standards, we have exercised professional judgment and maintained professional scepJcism throughout the audit. Furthermore:
We communicated to the managers of the governance activities, identified at an appropriate level as requested by the ISA Italia standards, among other aspects, the scope and timing planned for the audit and the significant results emerged, including any significant deficiencies in the internal control identified in the audit.
Assessment pursuant to article 14 paragraph 2 item e) of Legislative Decree no. 39/10
The Directors of Ediliziacrobatica S.p.A. are responsible for drawing up the management report of the Ediliziacrobatica Group as at 31 December 2018, and for its consistency with the corresponding consolidated financial statements and its compliance with legislation.
We have carried out the procedures outlined in the auditing principle (SA Italia) no. 720B in order to express an opinion on the consistency of the management report with the consolidated financial statements of the Group as at 31 December 2018 and on their compliance with the law, as well as to issue a declaration on any significant errors.
In our opinion, the management report is consistent with the consolidated financial statements of the Ediliziacrobatica Group as at 31 December 2018 and was drawn up in accordance with the law.
With reference to the declaration pursuant to article 14 paragraph 2 item e) of Legislative Decree no. 39/10, issued on the basis of the knowledge and understanding of the company and the relative context acquired during the audit, we have nothing to report.
DELOITTE & TOUCHE S.p.A.
Eugenio Puddu Partner
Genoa, 11 April 2019
EdiliziAcrobaJca S.p.A.
Report of the Board of Statutory Auditors on the Financial Statements for the financial year that ended on 31 December 2018, drawn up in accordance with arJcle 2429 paragraph 2 of the Civil Code.
For the shareholders' meeJng of EdiliziAcrobaJca S.p.A.
This report has been approved jointly and in Jme for its submission to the registered address of the company, 15 days prior to the date of the first call to convene the shareholders' meeJng for the approval of the financial statements under review.
The Board of Directors has made available the following documents approved on 28 March 2019 relaJng to the financial year that ended on 31 December 2018:
The layout of this report is inspired by the provisions of the law and by the "Rules of conduct of the Board of Statutory Auditors - issued by the CNDCEC.
Supervisory acJviJes pursuant to arJcle 2403 and subsequent of the Civil Code
Knowing the company, assessment of the risks and report on assigned duJes
Taking into account the knowledge of the company that the Board of Statutory Auditors has been entrusted with from the date of appointment to date and with regard to:
further taking into account the size and the issues of the company, it is confirmed that the "planning" phase of the supervisory acJvity - in which the intrinsic risks and the criJcaliJes of the above two parameters have to be assessed - has been implemented through what was already known on the basis of informaJon acquired beforehand.
It was therefore possible to confirm that with respect to what emerged in relaJon to the financial year 2017:
The above has been indirectly confirmed by comparison of results of values expressed in the income statement for the financial years 2017 and 2018. It is also possible to detect how the company operated in 2018 in terms comparable with the previous year. Consequently, our controls were performed on those presupposiJons having checked the substanJal comparability of values and results with those of the previous year.
This report therefore summarises the acJvity concerning the informaJon sJpulated by arJcle 2429 paragraph 2 of the Civil Code, and more specifically:
on the results for the financial year;
on the acJvity carried out in the fulfilment of the duJes as provided for by the standards;
In any case, the Board of Directors is available to discuss any further aspects during the shareholders' meeJng.
The acJviJes carried out by the Board relate to the enJre financial year, and, throughout it, to the meeJngs referred to in arJcle 2404 of the Civil Code, and such meeJngs were recorded by means of appropriate minutes duly signed for unanimous approval.
During the regular audits, the Board has taken note of the evoluJon of the company's acJviJes, paying parJcular apenJon to conJngent and/ or extraordinary issues in order to idenJfy its economic and financial impact on the result from the financial year and on the equity structure, as well as any risks as those arising from loan losses, which are monitored on a regular basis.
The Board has therefore periodically assessed the adequacy of the organisaJonal and funcJonal structure of the company and its possible transformaJons with respect to the minimum requirements posed by the performance of the company.
The relaJons with the persons performing in the said structure - directors, employees and external consultants have been inspired by mutual collaboraJon in respect of the roles assigned to them, having clarified those of the board of statutory auditors.
Throughout the financial year, it was found that:
In addiJon, the organisaJonal structure was implemented during the financial year through the conclusion of new tax and specialist consultancy agreements.
The informaJon required by arJcle 2381 paragraph 5 of the Civil Code are provided by the managing director with an even higher frequency than the minimum required, both at scheduled meeJngs and through individual access granted to the members of the Board of Statutory Auditors to the company's registered address, as well as by telephone and internet discussions with members of the board of directors and with staff entrusted with administraJve tasks: with all the above it is shown that directors have, both in substance and form, complied with the provisions of the aforemenJoned standards. In conclusion and as far as it has been possible to find during the acJvity performed on the course of the financial year, the Board of Statutory Auditors can declare that:
Moreover, in consideraJon of the fact that during the financial year the company was admiped to trade on AIM, the Board of Statutory Auditors monitored compliance with the obligaJons arising from the trading of securiJes on a mulJlateral system.
1) Comments on the financial statement for the financial year
The draq financial statement for the financial year closed on 31 December 2018 has been approved by the board of directors and consists of the balance sheet, the income statement and the explanatory notes.
Furthermore:
highlight any significant deviaJons or negaJve opinions or the impossibility of expressing an opinion or requests for informaJon, and therefore the opinion issued is posiJve.
The draq financial statements were then examined, for which the following further informaJon is being supplied:
The net result idenJfied by the Board of Directors for the financial year that ended on 31 December 2018, as idenJfied while reading the financial statements, is a posiJve result of EUR 2,282,498.
2) Comments and proposals related to approval of the financial statement
Based on what has been menJoned above and as far as the Board of Statutory Auditors is aware, and as verified by the periodic checks carried out, it is unanimously believed that there are no reasons to prevent your approval of the draq financial statements for the financial year that ended on 31 December 2018, as prepared and proposed by the Board of Directors.
Genoa, 11 April 2019 The Board of Statutory Auditors Alda Bertelli Francesco Cinaglia Giorgio Frediani
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