Earnings Release • Sep 13, 2022
Earnings Release
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| Informazione Regolamentata n. 0469-38-2022 |
Data/Ora Ricezione 13 Settembre 2022 18:45:37 |
Euronext Star Milan | ||
|---|---|---|---|---|
| Societa' | : | BE | ||
| Identificativo Informazione Regolamentata |
: | 166954 | ||
| Nome utilizzatore | : | SERVICEN03 - Cornini | ||
| Tipologia | : | REGEM; 2.2; 1.2 | ||
| Data/Ora Ricezione | : | 13 Settembre 2022 18:45:37 | ||
| Data/Ora Inizio Diffusione presunta |
: | 13 Settembre 2022 18:45:39 | ||
| Oggetto | : | Be_PR13092022_H1 2022 Results | ||
| Testo del comunicato |
Vedi allegato.
INVESTORS INFORMATION
13 September 2022 // Milan
The Board of Directors of Be Shaping The Future SPA ("Be" or "The Company"), listed on the Euronext STAR Milan Segment of Borsa Italiana, approved today the Interim Financial Report as of June 30th 2022 which, in light of the announcement made by Tamburi Investment Partner S.p.A. (TIP) on September 12 2022, takes into account the one-off costs incurred (and to be incurred) by the Company also in relation to its forthcoming transfer of control.
TIP, reference shareholder of the Company, has indicated that all regulatory authorizations in various jurisdictions - being condition precedent to the execution of the Be/Engineering transaction - have been obtained to date, with the exception of those concerning antitrust and foreign investment/ golden power profiles in Romania. There is reasonable expectation to complete the process over the next few days and to execute the closing in the week beginning September 19.
the Board of Directors of the Company resolved to charge to the P&L as at June 30th, 2022 all one-off cost borne (and to be borne) by the Company in relation to the transaction. The amount of €16.8M refers:
| STOCK DATA | GROUP DATA (as of 31.12.2021) | HEADQUARTER | MAIN OFFICES | ||
|---|---|---|---|---|---|
| Reuters code: | BEST.MI | Total Revenues(Eur mln): | 235.3 | Rome | Milan |
| Bloomberg code: | BEST.MI | EBITDA (Eur mln): | 37.1 | London | |
| EBIT (Eur mln): | 20.6 | Munich | |||
| SHAREHOLDERS DATA | EBT (Eur mln): | 18.8 | Frankfurt | ||
| No. of ordinary shares (mln): | 134.9 | Net Profit (Eur mln): | 11.6 | Madrid | |
| Total no. of shares (mln): | 134.9 | Net Financial Position (Eur mln): | -10.0 | Wien | |
| Market cap. (Eur mln): | 435.6 | Varsaw | |||
| Floating (%): | 51.5 | Bucharest | |||
| Floating (Eur mln): | 224.2 | Kyiv | |||
| Main Shareholder: | T.I.P. | Zurich | |||
Be S.p.A.
Investor Relations | Claudio Cornini | +39 06 54 24 86 24 | [email protected]
Net of one-off transaction charges, the first six months of 2022 are the best half-year ever recorded by the Be Group since the early 2000s – says CEO Stefano Achermann. Our Revenues are up 21.2% on previous year, reaching almost €130M. This consolidates the significant growth of 2021 and opens up to the Group the opportunity of further expansion. All of the above in spite of the great effort devoted by our teams to due diligence and other activities related to Company's change of control. We have at any rate decided to represent in H1 accounts the one-off impacts of the transaction, having received news from our majority shareholder of the imminent finalization of the last expected authorization and of an expected timing for the Closing, in the week of September 19.
Total Revenues stood at €129.3M compared to €106.7M as of June 30th 2021. Business Consulting, ICT and Digital segments recorded total revenues equalling respectively of €92.9M (€76.3M as of June 30th 2021), €32.3M (€27.2M as of June 30th 2021) and of €8.6M (€6.0M as of June 30th 2021). Total Revenues by foreign subsidiaries totalled €56.9M (44.0% of Total Revenues), compared to €36.9M as of June 30th 2021.
The Gross Operating Margin (EBITDA) was €3.2M. The Gross Operating Margin adjusted for one-off items (EBITDA adjusted) was €20.1M, up 14.6% on June 30th 2021 (€17.5M), with an EBITDA margin of 15.5% vs. 16.4% as of June 30th 2021.
EBIT amounted to -€2.6M. EBIT adjusted for one-off items, amounted to €14.3M, up 14.3% from June 30th 2021 (€12.5M), with an EBIT margin of 11.0% vs. 11.7% as of June 30th 2021.
EBT amounted to -€5.0M. EBT adjusted for one-off items amounted to €13.1M, up 10.1% on June 30th 2021 (€11.8M).
Net Financial Position, amounted to negative €39.1M, (€41.8M as of June 30th 2021 and €10.0M as at December 31st 2021).
Net Financial Position from Operations amounted to negative €3.7 million (€5.5M at June 30th, 2021) with year-on-year improvement of approximately €1.8 million.
| Amounts in EUR thousand | Pro-forma | ||
|---|---|---|---|
| 30.06.2022 | 30.06.2021 | | |
| Net Financial Position | (39,050) | (41,846) | (8,838) |
| Term value Put&Call options | (19,322) | (10,484) | (358) |
| Right of use debt | (10,487) | (10,129) | (295) |
| Net Financial Debt | (9,241) | (21,233) | 11,992 |
| - of which new M&A | (1,694)0 | (11,510) | 9,816 |
| - of which Dividend | (3,832)0 | (3,831) | (1) |
| - of which treasury shares buy back | 0 | (432) | 432 |
| Working capital financing | (3,715) | (5,460) | 1,745 |
In January 2022 the non-proportional and asymmetric partial demerger project of the subsidiary Doom S.r.l was approved in favour of a newly established company that will take the name of Be World of Wonders S.r.l and that will be held 75% by Be and 25% by ZDF S.r.l.. In particular, the demerger would entail the assignment to Be World of Wonders S.r.l of the activities related to the business segment whose target customers are banking, financial and insurance companies. Be will continue to have a minority stake of 25% in Doom S.r.l after the demerger. This will be consolidated with the Equity method.
During the month of April the Be Group has finalized the acquisition of 51% of the share capital of Synapsy S.r.l., one of the leading companies in the Live Communication & Events Management market in Italy. Synapsy, based in Milan with a team of 20 professionals, is specialized in the design of original formats and implementation of integrated communication projects. The current management team will continue to lead the company until at least 2029.
The consideration was equal to 0.8 Ml/€, corresponding to a total value of the company of 1.6 Ml/€. Synapsy's NFP at the time of the acquisition was 0.9 Ml/€. The agreement also provides for a "price adjustment" and "earn-out" mechanism, which will consider the actual performance of the company in 2022 and subsequent years. Put & Call options are in place up to 2029 for the complete buyout.
Also during the month of April Be Group has finalized the acquisition of 60% of the share capital of Quantum Leap S.r.l. (QL), a leading Italian consulting boutique in
Technology Transfer and Open Innovation, operating for over ten years as a technology advisor for Scientific Research and Industrial sectors. Quantum Leap, based in Rome, with a team of 15 professionals and specialist associates in Technology Transfer, developed a strong expertise in Intellectual Property Strategy, as a tool value creation linked to the technological transformation under way. The current management team will continue to lead the company at least until 2028. The consideration was equal to 0.40 Ml/€, corresponding to a total value of the company of to 0.67 Ml/€. The agreement also provides for a "price adjustment" and "earn-out" mechanism on the purchase of 40%, which will consider the actual performance of the company in 2022 and subsequent years. Put & Call options are in place up to 2028 for the complete buyout.
On April 21, the Shareholders' Meeting of Be Shaping the Future S.p.A. met on first call, in ordinary session, and resolved as follows:
In February, TIP, Stefano and Carlo Achermann signed a letter of intent with Engineering - Ingegneria Informatica S.p.A. which contained the essential terms of an agreement aimed at the sale of 43.209% of BE to Engineering. The essential terms of the transaction included: the sale of 58,287,622 BE shares at a unit price of € 3.45 per share (after receiving a dividend of € 0.03 per share) and a reinvestment by TIP, Stefano and Carlo Achermann in the Italian holding company that controls Engineering. As a result of the progressive fulfillment of numerous conditions (due diligence, commitment to the sale of other BE shares, financing), the signing of definitive and binding agreements took place in June (in keep with LOI provisions) without prejudice to some regulatory conditions still to be met (including antitrust and golden power authorizations in various countries).
The transaction, when finalized, will entail an obligation on the part of the buyer to launch a public offer on Be shares.
With reference to the BE/Engineering transaction, on September 12, 2022 the reference shareholder of the Company – TIP – indicated in its press release relative to H1 results, that all regulatory authorizations being condition precedent to the execution of the transaction, have already been obtained to date, with the only exception of those concerning antitrust and foreign investment/ golden power profiles in Romania (the "Romania Authorizations"). It is therefore reasonable to
assume that, in view of the expectations regarding the timing for the issuance of the Romanian Authorizations and the anticipated fulfillment of all the additional conditions precedent contractually provided for (see in this regard TIP's press release of 20 June 2022), the closing of the transaction may take place in the week starting on 19 September.
In light of Group's period results, the Company believes at the moment it can achieve its yearly objectives as well as the 2020-2022 Business Plan targets.
With regard to the uncertainties arising from the ongoing conflict between Russia and Ukraine, it is recalled that the Be has its own presence in Kiev through its subsidiary Be Ukraine. The company operates with branches of leading International banks, with about 40 direct employees and 0.7 ml/€ of turnover. At present, ordinary activities continue without interruption and there have been no interruptions in payment flows. It is not possible to define reliable scenarios of evolution. However there are no significant economic impacts even in the event of a worsening of the current situation, given the small size (less than 1%) of the company's contribution to the Group's consolidated figures.
This press release is available on the Company's website www.be-tse.it and on the centralized storage mechanism "eMarket STORAGE" at .
The Executive in charge of preparing the company's accounting documents, Manuela Mascarini, declares, in accordance with art. 154 bis, paragraph 2 of Italian Legislative Decree no. 58, that the accounting disclosures contained in this press release correspond to that recorded in company documents, ledgers and accounting entries.
Be Group, listed on the Euronext STAR segment of Borsa Italiana, is one of the leading Italian players in the Consulting sect or. The Company provides Business Consulting, Information Technology and Digital Engagement services. A combination of specialist skills, advanced proprietary technologies and a wealth of experience enable the Group to work with leading financial, insurance and i ndustrial clients to create value and boost business growth. With over 1,700 employees and operations in Italy, United Kingdom, Germany , Austria, Switzerland, Luxemburg, Spain, Romania, Czech Republic, Poland, Albania and Ukraine, in 2021 the Group revenues stood at Euro 235.3 million.
Be S.p.A. Investor Relations | Claudio Cornini | +39 06 54 24 86 24 | [email protected]
| Amounts in EUR thousand | H1 2022 | H1 2021 | Δ | Δ (%) |
|---|---|---|---|---|
| Operating Revenues | 128,896 | 105,759 | 23,137 | 21.9% |
| Other revenues | 396 | 904 | (508) | (56.2%) |
| Total Revenues | 129,292 | 106,663 | 22,629 | 21.2% |
| Cost of raw materials and consumables | (168) | (343) | 175 | (51.0%) |
| Cost of services and use of third-party assets | (54,191) | (41,268) | (12,923) | 31.3% |
| Personnel costs | (72,810) | (49,318) | (23,492) | 47.6% |
| Other costs | (1,364) | (935) | (429) | 45.9% |
| Internal capitalisations | 2,463 | 2,708 | (245) | (9.0%) |
| Gross Operating Margin (EBITDA) | 3,222 | 17,507 | (14,285) | (81.6%) |
| Extraordinary-Non recurring costs | 16,837 | 0 | 0 | n.a. |
| EBITDA Adjusted | 20,059 | 17,507 | 2,552 | 14.6% |
| Amortisation and depreciation | (5,375) | (5,032) | (343) | 6.8% |
| Write-downs and provisions * | (428) | 0 | (428) | n.a.! |
| Operating Profit (Loss) (EBIT) | (2,581) | 12,475 | (15,056) | n.a. |
| EBIT Adjusted | 14,256 | 12,475 | 1,781 | 14.3% |
| Net financial income and expense | (1,204) | (625) | (579) | 92.6% |
| Value Adjustments on Financial Assets | 0 | 0 | 0 | n.a. |
| Profit before tax from continuing operations (EBT) | (3,785) | 11,850 | (15,635) | n.a. |
| EBT Adjusted | 13,052 | 11,850 | 1,202 | 10.1% |
| Taxes | (1,167) | (3,336) | 2,169 | (65.0%) |
| Net profit (loss) from continued operations | (4,952) | 8,514 | (13,466) | n.a. |
| Net profit (loss) from discontinuing operations | 0 | 0 | 0 | n.a. |
| Net profit (loss) including minority interests | (4,952) | 8,514 | (13,466) | n.a. |
| Net result - Minority Interest | 534 | 401 | 133 | 33.2% |
| Group Net profit (loss) | (5,486) | 8,113 | (13,599) | n.a. |
| Risultato netto del Gruppo Adjusted | 11,351 | 8,113 | 3,238 | 39.9% |
| Amounts in EUR thousand | 30.06.2022 | 31.12.2021 | Δ | Δ (%) |
|---|---|---|---|---|
| Non current Assets | 136,178 | 131,582 | 4,596 | 3.5% |
| Current Assets | 100,852 | 115,766 | (14,914) | (12.9%) |
| Assets held for sale | 0 | 6,963 | (6,963) | 100.0% |
| Total Assets | 237,030 | 254,311 | (17,281) | (6.8%) |
| Total Shareholders' Equity | 61,717 | 67,917 | (6,200) | (9.1%) |
| - Minority interests | 1,348 | 1,461 | (113) | (7.7%) |
| Non current Liabilities | 60,267 | 71,997 | (11,730) | (16.3%) |
| Current Liabilities | 115,046 | 107,706 | 7,340 | 6.8% |
| Liabilities held for sale | 0 | 6,691 | (6,691) | 100.0% |
| Total Liabilities | 175,313 | 186,394 | (11,081) | (5.9%) |
| Total Liabilities and Shareholders' Equity |
237,030 | 254,311 | (17,281) | (6.8%) |
| Amounts in EUR thousand | 30.06.2022 | 31.12.2021 | | (%) | |
|---|---|---|---|---|---|
| Cash and cash equivalents at bank | 35,136 | 80,167 | (45,031) | (56.2%) | |
| A | Cash and cash equivalents | 35,136 | 80,167 | (45,031) | (56.2%) |
| B | Current financial receivable | 728 | 177 | 551 | n.a. |
| Current bank payables | (1,286) | (415) | (871) | n.a. | |
| Current share of medium/long-term indebtedness | (20,481) | (26,478) | 5,997 | (22.6%) | |
| Other current financial debt | (26) | (41) | 15 | n.a. | |
| C | Current financial indebtedness | (21,793) | (26,934) | 5,141 | (19.1%) |
| D | Net current financial position (A+B+C) | 14,071 | 53,410 | (39,339) | (73.7%) |
| Non-current bank payables | (23,312) | (31,760) | 8,448 | (26.6%) | |
| E | Net non-current financial indebtedness | (23,312) | (31,760) | 8,448 | (26.6%) |
| F | Net financial indebtedness ante IFRS 16 (D+E) | (9,241) | 21,650 | (30,891) | n.a. |
| Current right of use payables | (3,617) | (3,611) | (6) | 0.2% | |
| Non-current right of use payables | (6,870) | (7,747) | 877 | (11.3%) | |
| G | Right of use payable | (10,487) | (11,358) | 871 | (7.7%) |
| H | Net financial indebtness post IFRS 16 (F+G) | (19,728) | 10,292 | (30,020) | n.a. |
| I | Other non current debt* | (19,322) | (20,280) | 958 | n.a. |
| J | Overall net financiale position (H+I) | (39,050) | (9,988) | (29,062) | n.a. |
* This item refers to long-term liabilities arising from put&calls in place with minority shareholders.
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