Quarterly Report • Jun 17, 2022
Quarterly Report
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31 March 2022


(TRANSLATION FROM ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)

| Corporate Bodies | 3 |
|---|---|
| Summary income statement and statement of financial position | 4 |
| Group Structure and Shareholders | 5 |
| Business Model and Operating segments | 6 |
| Presentation criteria | 10 |
| Disclosure on Operating performance | 11 |
| Other disclosures | 20 |
| Events after 31 March 2022 and business outlook |
23 |
| Financial statements | 24 |

| - Carlo Achermann |
Chairman |
|---|---|
| - Stefano Achermann |
Chief Executive Director |
| - Claudio Berretti |
Director |
| - Cristina Spagna |
Independent Director |
| - Gianluca Antonio Ferrari |
Independent Director |
| - Claudio Roberto Calabi |
Independent Director |
| - Francesca Moretti |
Independent Director |
| - Lucrezia Reichlin |
Independent Director |
| - Anna Maria Tarantola |
Independent Director |
The Board of Directors was appointed by the Shareholders' Meeting of 22 April 2020 for 3 years, with term of office expiring on approval of the financial statements at 31 December 2022.
| - Stefano De Angelis |
Chairman |
|---|---|
| - Rosita Natta |
Standing Auditor |
| - Giuseppe Leoni |
Standing Auditor |
| - Roberta Pirola |
Alternate Auditor |
| - Susanna Russo |
Alternate Auditor |
The Board of Statutory Auditors was renewed by the Shareholders' Meeting of 22 April 2021 for 3 years, with term of office expiring on approval of the financial statements at 31 December 2023.
| - | Independent |
|---|---|
| Claudio Roberto Calabi | Chairperson |
| - | Independent |
| Gianluca Antonio Ferrari | Member |
| - | Independent |
| Francesca Moretti | Member |
The Control and Risk Committee was appointed by Board of Directors' resolution on 22 April 2020 for 3 years, expiring on approval of the financial statements at 31 December 2022.
| - Cristina Spagna |
Independent Chairperson |
|---|---|
| - Claudio Berretti |
Member |
| - Anna Maria Tarantola |
Independent Member |
The appointment of the Remuneration and Appointments Committee was renewed by Board of Directors' resolution on 22 April 2020 for 3 years, expiring on approval of the financial statements at 31 December 2022.
The independent auditors were appointed by the Shareholders' Meeting of 22 April 2021, for a period of 9 years.
| (amounts in EUR millions) | 3M 2022 | 3M 2021 |
|---|---|---|
| Revenue | 62.1 | 51.8 |
| EBITDA | 10.6 | 9.2 |
| EBIT | 7.7 | 6.6 |
| Group profit (loss) before tax | 6.8 | 5.9 |
| (amounts in EUR millions) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Group Shareholders' equity | 73.8 | 66.5 |
| Net Invested Capital | 109.6 | 77.9 |
| Net Operating Working Capital (NOWC) | 28.1 | 5.4 |
| Net Financial Position | 34.6 | 10.0 |
| (amounts in EUR millions) | 3M 2022 | 3M 2021 |
|---|---|---|
| Business Consulting | 45.6 | 36.6 |
| ICT Solutions | 14.5 | 12.1 |
| Digital | 2.0 | 3.1 |
| TOTAL | 62.1 | 51.8 |
| ((amounts in EUR millions) | 3M 2022 | 3M 2021 |
|---|---|---|
| Banks | 49,1 | 40,5 |
| Insurance | 5.8 | 4.7 |
| Industry | 2.7 | 2.9 |
| Public Administration | 0.4 | 0.0 |
| Other | 4.1 | 3.7 |
| TOTAL | 62.1 | 51.8 |
| (amounts in EUR millions) | 3M 2022 | 3M 2021 |
|---|---|---|
| Italy (*) | 34.1 | 34.7 |
| DACH Region (Germany, Austria,Switzerland) | 19.0 | 10.6 |
| U.K. e Spain | 5.1 | 3.5 |
| Cee Region (Poland, Ukraine, Romania) | 3.9 | 3.0 |
| TOTAL | 62.1 | 51.8 |
(*) of which €12.3M invoiced from Italy worked in DACH region and € 0.5M invoiced from Italy worjed in CEE region
| (values in units) | 31.03.2022 | 31.12.2021 |
|---|---|---|
| Executive | 159 | 155 |
| Middle managers | 222 | 216 |
| White-collar staff | 1381 | 1.320 |
| Blue collar | 1 | 89 |
| Apprentices | 75 | 1 |
| TOTAL | 1,838 | 1,781 |

The Be Group (Be for short) is one of the leading Italian players in the IT Consulting sector. The Group provides Business Consulting, Information Technology (including Professional Services) and Digital Business (this last CGU created starting from the first half of 2020). A combination of specialist skills, advanced proprietary technologies and a wealth of experience enable the Group to work with leading financial and insurance institutions and Italian industries to improve their competitive capacity and their potential to create value. With more than 1,800 employees and branches in Italy, Germany, United Kingdom, Switzerland, Austria, Poland, Luxemburg, Czech Republic, the Ukraine, Albania, Spain and Romania in the first quarter of 2021 the Group recorded a total value of production of Euro 62.1 million.
Be Shaping The Future S.p.A. (Be S.p.A. for short), listed in the Segment for High Requirement Shares (STAR) of the Electronic Share Market (MTA), performs management and coordination activities for the Group companies pursuant to art. 2497 et seq. of the Italian Civil Code, through control and coordination of operating, strategic and financial decisions of the subsidiaries and through management and control of reporting flows for the preparation of both annual and interim accounting documents.
At 31 March 2022 the number of shares issued totalled 134,897,272, and the shareholding structure - as indicated in disclosures pursuant to art. 120 of the "Consolidated Law on Finance" (TUF) and in relation to notices received in accordance with internal dealing regulations - was as follows:
| Nationality | No.of Shares | % Ordinary Capital |
|
|---|---|---|---|
| Tamburi Investment Partners S,p,A, | Italian | 38,152,225 | 28.282 |
| Innishboffin S,r,l, | Italian | 10,847,792 | 8.042 |
| Be Shaping the Future S,p,A | Italian | 7,157,460 | 5.306 |
| Stefano Achermann | Italian | 6,386,826 | 4.735 |
| Carma Consulting S,r,l, | Italian | 2,900,779 | 2.150 |
| Float | 69,452,190 | 51.485 | |
| Total | 134,897,272 | 100.00 |


1 The Group structure does not include, as they are not considered relevant, the company Paystrat Solutions SL (Pyngo), 65.26% held by Payments and Business Advisors S.L (Paystrat), the company Confinity GmbH, 100% held by Fimas Gmbh, the company Human Mobility S.r.l., placed into liquidation in January 2021 and 100% held by Be Shaping the Future S.p.A., the company Firstwaters GmbH, based in Vienna, held 100% by Firstwaters GmbH, Crispy Bacon S.r.l. and Crispy Bacon Shpk, 100% and 90% held by Crispy Bacon Holding S.r.l..

"Be" is a group specialising in the IT Consulting segment of the Financial Services sector. The organisation is divided by design into the different specialisations of business consulting, the provision of solutions and platforms and the professional services of the ICT Solutions segment and the new Digital business unit.
The Business Consulting segment focuses on the capacity to support the financial services industry in implementing business strategies and/or creating important plans for change. Its specialist skills are in constant development in the areas of payment systems, planning & control methods, regulatory compliance, information gathering and corporate governance systems for financial processes and asset management.
| Size | 1,112 employees at 31 March 2022. |
|---|---|
| Core businesses | Banking, Insurance. |
| Segment revenue at 31.03.2022 |
Euro 45.6 million. |
| Operating units | Rome, Milan, Bologna, Londra, Kiev, Warsaw, Munich, Vienna, Zurich, Luxemburg, Prague, Frankfurt, Madrid, Bucharest, Magdeburg |
The Group's Business Consulting segment operates through the following subsidiaries:

Be TSE Switzerland AG based in Zurich. Be Management Consulting S.p.A. holds 100% of each company's share capital.
The ICT Solutions segment is able to bring together knowledge of the sector with the supply of products, platforms and technology solutions able to give rise to business lines as part of highly specialised segment-leading applications.

| Size | 514 employees at 31 March 2022. |
|---|---|
| Core businesses | Banking, Insurance, Energy and Public Administration. |
| Segment revenue at 31.03.2022 |
Euro 14.5 million. |
| Operating units | Rome, Milan, Turin. |
The Be Group operates in the ICT Solutions segment through the following subsidiaries:
The Digital Business segment aims to assist customer companies in implementing the digital transformation generated by the new business channels. In particular, the Group's offer focuses on the development of web, mobile and social media applications, the production and distribution of digital content, vertical digital solutions and support for human mobility.
| Size | 157 employees at 31 March 2022 |
|---|---|
| Core businesses | Banking, Insurance, Energy and Public Administration. |
| Segment revenue at 31.03.2022 |
Euro 2.0 million |
| Operating units | Rome, Milan, Predazzo, Bolzano, Marostica, Tirana. |
The Be Group operates in the Digital segment through the following subsidiaries:

realizes 60% of its revenues in the Financial Services Industry. Be Shaping the Future S.p.A. holds 51% of the share capital of Crispy Bacon Holding S.r.l, which holds 100% of Crispy Bacon S.r.l. share capital and 90% of Crispy Bacon Shpk (established in Tirana) share capital, of which the remaining 10% is held by minority local shareholders.
The Interim Management Report at 31 March 2022, is not audited and was prepared in accordance with the provisions of art. 154-ter of Italian Legislative Decree no. 58/1998 (Consolidated Law on Finance). The Interim Management Report has been prepared in accordance with international accounting standards IAS/IFRS, issued by the International Accounting Standards Board (IASB) and endorsed by the European Commission following the entry into force of European Regulation no. 1606/2002 and specifically on the basis of international accounting standard IAS 34 - Interim Financial Reporting, applicable to interim financial reports.
The Interim Management Report includes a concise disclosure on the financial statements, comprised of the income statement, statement of financial position, statement of cash flows and statement of changes in shareholders' equity.
The information provided in the statement of financial position refers to 31 March 2022 and to 31 December 2021; the information provided in the income statement regards the situation at 31 March 2022 and 2021; the reclassified consolidated statement of cash flows indicates cash flows during the period and classified among operating, investing and financing activities.
The data are provided on a consolidated basis and presented in thousands of Euro (the functional currency) unless otherwise indicated. There could be differences in the unit amounts shown in the tables below due to rounding.
Compared to 31 December 2021, the scope of consolidation has been altered by the following events:
The Interim Management Report at 31 March 2021 requires discretionary measurements and accounting estimates that have an effect on the value of statement of financial position assets and liabilities and on disclosures. The final results could differ from such estimates.
The estimates are used to measure goodwill, to recognise credit risk provisions, to determine writedowns on investments or assets, and to determine amortisation and depreciation and provisions for

risks and charges. The estimates and assumptions are periodically reviewed and the effects of any change are immediately reflected in the income statement.
The following table illustrates the Be Group income statement at 31 March 2021 compared with the same period of the previous year, both originating from half-year condensed consolidated financial statements prepared according to IAS/IFRS.
In accordance with the ESMA guidelines on alternative performance measures (ESMA/2015/1415), the main alternative performance indicators used to monitor the Group's economic and financial performance are highlighted below.
Gross Operating Margin (EBITDA) – a non-GAAP measurement used by the Group to measure its performance. EBITDA is calculated as the algebraic sum of profit for the period before taxes, earnings (including exchange rate gains and losses), financial expense and non-monetary items, such as amortisation/depreciation, write-downs and allocations to provisions, even if classified under other items of the income statement. Note that EBITDA is not an accounting measure under the IAS/IFRS adopted by the European Union. Therefore, the calculation method applied by the Group may not be uniform with the one adopted by other groups and, consequently, the balance obtained by the Group may not be comparable with the one calculated by other groups either.
Net Financial Indebtedness – represents a valid indicator of the Group's financial structure. It is calculated as sum of current and non-current financial payables minus cash and cash equivalents and current financial assets.
Net invested capital – an asset measure to identify uses of capital (equity and debt) invested in the company.
Total revenue was equal to Euro 62.1 million against Euro 51.8 million at 31 March 2021, for an increase of Euro 10.3 million (+19.9%).
Total revenue recorded by the foreign subsidiarie (which account for 45.2% of the Group's total revenue) was equal to Euro 28.0 million, against Euro 17.2 million at 31 March 2021 (equal to 33.2% of the Group's total revenue).
Operating costs increased by around Euro 8.9 million compared to 31 March 2021 (+20.9%), and in particular:
The Gross Operating Margin (EBITDA) was Euro 10.6 million, up 15.2% compared to 31 March 2021 (Euro 9.2 million). The EBITDA margin was 17.1% against 17.8% at 31 March 2021.

Amortisation and depreciation totalled Euro 2.5 million down Euro 0.1 million compared to 31 March 2021 (Euro 2.6 million).
Write-downs and provisions totalled Euro 0.4 million compared to zero at 31 March 2021.
Operating Profit (Loss) (EBIT) was Euro 7.7 million, up (+16.8%) compared to 31 March 2021 (Euro 6.6 million). The EBIT margin stood at 12.4% against 12.7% at 31 March 2021.
Profit (loss) before tax from continuing operations was Euro 7.1 million, up 13.6% compared to 31 March 2021 (Euro 6.2 million).
Group profit (loss) before tax was Euro 6.8 million compared to Euro 5.9 million at 31 March 2021, up 15.6%.
At 31 March 2022 discontinued operations had no impact on the income statement; therefore, the costs and revenue recognised in the restated consolidated income statement refer solely to "continuing operations".
| Amounts in EUR thousands | 3M 2022 | 3M 2021 | Δ | Δ (%) |
|---|---|---|---|---|
| Operating revenue | 61,866 | 51,320 | 10,546 | 20.5% |
| Other revenue and income | 245 | 480 | (235) | (49.0%) |
| Total Revenue | 62,111 | 51,800 | 10,311 | 19.9% |
| Cost of consumables | (75) | (181) | 106 | (58.6%) |
| Cost of services and use of third-party assets | (23,373) | (18,998) | (4,375) | 23.0% |
| Personnel costs | (29,060) | (24,275) | (4,785) | 19.7% |
| Other costs | (153) | (524) | 371 | (70.8%) |
| Internal capitalisations | 1,144 | 1,373 | (229) | (16.7%) |
| Gross Operating Margin (EBITDA) | 10,594 | 9,195 | 1,399 | 15.2% |
| Amortisation and depreciation | (2,508) | (2,618) | 110 | (4.2%) |
| Write-downs and provisions | (404) | 0 | (404) | n.a. |
| Operating Profit (Loss) (EBIT) | 7,682 | 6,577 | 1,105 | 16.8% |
| Net financial income and expense | (588) | (335) | (253) | 75.5% |
| Profit (loss) before tax from continuing operations | 7,094 | 6,242 | 852 | 13.6% |
| Profit (loss) before tax from discontinued operations | 0 | 0 | 0 | n.a. |
| Consolidated profit (loss) before tax including minority | 7,094 | 6,242 | 852 | 13.6% |
| interests Profit (loss) before tax attributable to minority interests |
330 | 391 | (61) | (15.6%) |
| Group profit (loss) before tax for the period | 6,764 | 5,851 | 913 | 15.6% |
The disclosure required by IFRS 8 is provided, taking into account the organisational structure of the Group, which includes the following operating segments:
Business Unit active in the business consulting sector. This business unit operates through Be Management Consulting S.p.A, Be Management Consulting Limited, Be Ukraine Think, Solve, Execute S.A., Be Shaping the Future Sp.zo.o., Be Shaping the Future

GmbH (Austria), Be Shaping the Future GmbH (Germania), Be TSE Switzerland AG, Be Shaping the Future AG, Fimas GmbH, Firstwaters GmbH (Germania), Firstwaters GmbH (Austria), Confinity GmbH, Payments and Business Advisors S.L., Paystrat Solutions SL (Pyngo), Soranus AG, Be Shaping the Future S.a.r.l, Tesla Consulting S.r.l., Be Your Essence S.r.l. and Be Think Solve Execute RO S.r.l.
Business Unit active in the provision of integrated solutions and systems for the financial services, insurance and utilities sectors. This business unit covers the activities performed by Be DigiTech Solutions S.p.A.
• Digital:
Business Unit active in assisting customer companies, and in particular the European Financial Industry, in implementing the digital transformation generated by the new business channels. The new business unit set up during the first half of 2020 covers the activities carried out by Iquii S.r.l., Human Mobility S.r.l. Be The Change S.r.l., Be World of Wonders S.r.l., Crispy Bacon S.r.l., Crispy Bacon Shpk and Crispy Bacon Holding S.r.l..
The structure of the disclosure reflects that of the reports periodically analyzed by management and by the Board of Directors to manage the business and is the subject of periodic management reporting and planning.
The Parent Company's activities and those of residual businesses are indicated separately.
The economic positions of the Group by operating segment for the first three months of 2022 compared with the corresponding period of 2021, are reported below for continuous operations.
The operating segment values illustrated are gross of intercompany transactions with the other Group companies from different segments, whilst the value of production by operating segment and by customer type indicated in the "Summary income statement and statement of financial position" and in the tables below is shown net of all intercompany transactions between Group companies.
| Consulting | ICT Solutions |
Digital | Corporate and other |
Infra-segment consolidation adjustments |
Minority interest |
Total | |
|---|---|---|---|---|---|---|---|
| Operating revenue | 45,802 | 15,687 | 2,213 | 1,426 | (3,261) | 0 | 61,866 |
| Other revenue | 430 | 115 | 84 | 167 | (551) | 0 | 245 |
| Total revenue | 46,231 | 15,802 | 2,297 | 1,593 | (3,812) | 0 | 62,111 |
| Operating Profit (Loss) (EBIT) |
7,194 | 1,557 | (408) | (712) | 50 | 0 | 7,682 |
| Net financial expense | (448) | (113) | (59) | 34 | (2) | 0 | (588) |
| Profit (loss) before tax | 6,746 | 1,445 | (467) | (678) | 49 | (330) | 6,764 |

| Consulting | ICT Solutions |
Digital | Corporate and other |
Infra-segment consolidation adjustments |
Minnority interest |
Total | |
|---|---|---|---|---|---|---|---|
| Operating revenue | 38,518 | 13,140 | 3,173 | 1,356 | (4,867) | 0 | 51,320 |
| Other revenue | 660 | 169 | 33 | 267 | (648) | 0 | 480 |
| Total revenue | 39,178 | 13,309 | 3,206 | 1,622 | (5,515) | 0 | 51,800 |
| Operating Profit (Loss) (EBIT) |
6,263 | 1,305 | 313 | (1,304) | 0 | 0 | 6,577 |
| Net financial expense | (242) | (84) | (45) | 34 | 1 | 0 | (335) |
| Profit (loss) before tax | 6,020 | 1,221 | 269 | (1,269) | 1 | (391) | 5,851 |
The breakdown of the value of production by operating segment is provided below:
| Amounts in EUR millions | 3M 2022 | % | 3M 2021 | % | D (%) |
|---|---|---|---|---|---|
| Business Consulting | 45,6 | 73,4% | 36,6 | 70,7% | 24,6% |
| ICT Solutions | 14,5 | 23,3% | 12,1 | 23,4% | 19,8% |
| Digital | 2,0 | 3,3% | 3,1 | 6,0% | (35,5%) |
| TOTAL | 62,1 | 100,0% | 51,8 | 100,0% | 19,9% |
An analysis of the breakdown of total revenue by operating segment shows the following:
The breakdown of revenue by customer type is also provided below.
| Amounts in EUR millions | 3M 2022 | % | 3M 2021 | % | D (%) |
|---|---|---|---|---|---|
| Banks | 49.1 | 79.1% | 40.5 | 78.2% | 21.2% |
| Insurance | 5.8 | 9.3% | 4.7 | 9.1% | 23.4% |
| Industry | 2.7 | 4.3% | 2.9 | 5.6% | (6.9%) |
| Public Administration | 0.4 | 0.6% | 0.0 | 0.0% | n.a. |
| Other | 4.1 | 6.6% | 3.7 | 7.1% | 10.8% |
| TOTAL | 62.1 | 100.0% | 51.8 | 100.0% | 19.9% |
The breakdown of revenue by geographical area is also provided below:
| Amounts in EUR millions | 3M 2022 | % | 3M 2021 | % | D (%) |
|---|---|---|---|---|---|
| Italy | 34.1 | 54.8% | 34.6 | 66.9% | (1.6%) |
| DACH Region (Germany, Austria,Switzerland) |
19.0 | 30.7% | 10.7 | 20.7% | 76.8% |
| U.K.e Spain | 5.1 | 8.2% | 3.5 | 6.8% | 44.4% |
| Cee Region (Polonia, Ukraine, Romania) |
3.9 | 6.3% | 3.0 | 5.8% | 30.6% |
| TOTAL | 62.1 | 100.0% | 51.8 | 100.0% | 19.9% |
Lastly, it should be noted that in the first three months of 2022 54.8% of revenue was generated by the domestic market and the remaining 45.2% by the foreign market.
The domestic market confirms its growth trend generating revenues of 34.1 million, a slight decrease of 1.6% compared to 31 March 2021. The significant weight of the DACH Region (DE, AUT e SUI) on revenue is confirmed, contributing Euro 19.0 million, up 76.8% compared to 31 March 2021; the Cee Region (Poland, Ukraine, Romania) records a considerable increase 30.6% compared to the same period of previous year (Euro 3.9 million compared to Euro 3.0 million at 31 March 2021), while the UK and Spanish markets generated Euro 5.1 million compared to Euro 3.5 million at 31 March 2021 (+44.4%).
The total number of Be Group employees at 31 March 2022 was1,838; the following table shows Be Group employees by operating segment:
| 31.03.2022 | |
|---|---|
| Consulting | 1,112 |
| I.C.T.Solutions | 514 |
| Digital | 157 |
| Corporate and Other | 55 |
| TOTAL | 1,838 |
A summary of the consolidated statement of financial position at 31 March 2022 is shown below, compared to the same statement at 31 December 2021.
| Amounts in EUR thousands | 31.03.2022 | 31.12.2021 | D | D (%) |
|---|---|---|---|---|
| Non-current assets | 130,506 | 131,582 | (1,076) | (0.8%) |
| Current assets | 56,397 | 37,142 | 19,255 | 51.8% |
| Non-current liabilities | (17,827) | (16,319) | (1,508) | 9.2% |
| Current liabilities | (59,429) | (77,206) | 17,777 | (23.0%) |
| Assets/Liabilities held for sale | 0 | 2,706 | (2,706) | n.a. |
| Net Invested Capital | 109,647 | 77,905 | 31,742 | 40.7% |
| Shareholders' Equity | 75,057 | 67,917 | 7,140 | 10.5% |
| Indebtedness from Assets/Liabilities held for sale |
0 | 2,434 | (2,434) | n.a. |
| Financial Indebtedness | 34,590 | 7,554 | 27,036 | n.a. |
| Net Financial Indebtedness | 34,590 | 9,988 | 24,602 | n.a. |
Non-current assets are mostly represented by goodwill equal to Euro 96.8 million, recognised at the time of business combinations, intangible assets equal to Euro 18.2 million, mostly relating to software, right of use equal to Euro 9.5 million, buildings, technical fixed assets of Euro 2.7 million, deferred tax assets equal to Euro 0.5 million and receivables and other noncurrent assets, and equity investments in other companies, for a total of Euro 2.9 million.
Current assets recorded a rise of Euro 19.3 million compared to 31 December 2021. The change is predominantly due to the increase in contract assets, and other assets and receivables and the decrease in assets deriving from contracts with customers.
Non-current liabilities mostly refer to payables for post-employment benefits (TFR) of Euro 9.3 million, deferred tax liabilities of Euro 4.7 million and provisions for risks and charges of Euro 3.9 million.
Current liabilities - mostly comprised of trade payables Euro 21.3 million, provisions for risks and charges of Euro 3.6 million and payables and payables for indirect taxes totaling Euro 34.5 million - recorded an overall decrease of Euro 17.8 million, mostly due to the change in other current liabilities and in trade payables.
Consolidated shareholders' equity was Euro 75.1 million, compared to Euro 67.9 million at 31 December 2021. The breakdown of Net working capital is shown below:
| Amounts in EUR thousands | 31.03.2022 | 31.12.2021 | D | D (%) |
|---|---|---|---|---|
| Inventories | 157 | 157 | 0 | 0.0% |
| Assets deriving from Contracts with customers |
27,081 | 9,589 | 17,492 | n.a. |
| Trade receivables | 22,249 | 23,556 | (1,307) | (5.5%) |
| Trade payables | (21,346) | (27,356) | 6,010 | (22.0%) |
| Assets/liabilities held for sale | 0 | (527) | 527 | 0.0% |
| Net Operating Working Capital (NOWC) |
28,141 | 5,419 | 22,722 | n.a. |
| Other short-term receivables | 6,910 | 3,840 | 3,070 | 79.9% |
| Other short-term liabilities | (38,083) | (49,850) | 11,767 | (23.6%) |
| Assets/liabilities held for sale | 0 | (20) | 20 | n.a. |
| Net Working Capital (NWC) | (3,032) | (40,611) | 37,579 | (92.5%) |
Total net financial position at 31 March 2022 was negative by Euro 34.6 million (Euro 40.3 million at 31 March 2021 proforma).
Net financial debt net of components from right of use and Put&Call liabilities vis-a-vis minorities amounted to Euro 7.1 million (Euro 19.8 million at 31 March 2021).
Net financial debt from operations amounted to Euro 7.1 million (Euro 13.0 million at 31 March 2021) with a year-on-year improvement of approximately Euro 5.9 million.
| Amounts in EUR thousands | 31.03.2022 | 31.03.2021 | D |
|---|---|---|---|
| Net Financial Position | (34,590) | (40,320) | 5,730 |
| End value ofput & call option | (17,114) | (10,431) | (6,683) |
| Rights of use payables | (10,353) | (10,058) | (295) |
| Net Financial Debt | (7,123) | (19,831) | 12,708 |
| - of which period M&A investment | 0 | (6,419) | 6,419 |
| - of which Dividendi | 0 | 0 | 0 |
| - of which buyback of own shares | 0 | (432) | 432 |
| Working Capital Financing | (7,123) | (12,980) | 5,857 |
A detailed breakdown is provided below, calculated (in absolute value) pursuant to Consob Communication DEM/6064293 of 28/07/2006 and in accordance with the updated ESMA recommendation no. 32-382-1138 of 04/03/2021 for the first quarter of 2022 and for 2021.
| Amounts in EUR thousands | 31.03.2022 | 31.12.2021 | D | D% |
|---|---|---|---|---|
| A Cash | 45,345 | 80,167 | (34,822) | (43.4%) |
| B Cash equivalents | 0 | 0 | 0 | n.a. |
| C Other current financial assets | 601 | 177 | 424 | n.a. |
| D Cash and cash equivalents (A+B+C) | 45,946 | 80,344 | (34,398) | (42.8%) |
| E Current financial payables | 1,816 | 456 | 1,360 | n.a. |
| F Current portion of non-current financial payables | 27,925 | 30,089 | (2,164) | (7.2%) |
| G Current financial indebtedness (E+F) | 29,741 | 30,545 | (804) | (2.6%) |
| H Net current financial indebtedness (G-D) | (16,205) | (49,799) | 33,594 | (67.5%) |
| I Non-current financial payables |
33,681 | 39,507 | (5,826) | (14.7%) |
| J Debt instruments |
0 | 0 | 0 | n.a. |
| K Trade payables and other non-current payables | 17,114 | 20,280 | (3,166) | (15.6%) |
| L Net non-current financial indebtedness (I+J+K) | 50,795 | 59,787 | (8,992) | (15.0%) |
| M Total financial indebtedness (H+L) | 34,590 | 9,988 | 24,602 | n.a. |
With regard to items in the table, in addition to cash and cash equivalents of Euro 45.3 million (Euro 80.2 millioni at 31 December 2021) , the following should be noted::
• current financial receivables of Euro 0.6 million (Euro 0.2 million at 31 December 2021) originating from prepaid expenses on factoring interest and the financial receivable to Be World of Wonders resulting from the spin off of the company Doom S.r.l.;

On 12 March 2010, the Company's Board of Directors adopted the Procedure for Related-Party Transactions, subsequently amended on 23 January 2014, 13 February 2014, 15 May 2014, 1 July 2014, 11 May 2017 and 6 May 2021. For further details, this document is published on the Company web site (www.be-tse.it).
It should be noted that the amendments resolved on 6 May 2021 were necessary in light of the changes made to regulation no. 17221 of 12 March 2010 by Consob, with resolution no. 21624 of 10 December 2020, which came into effect on 1 July 2021. With regard to related-party transactions, including intercompany transactions, it should be noted that these cannot be classified as atypical or unusual, being part of the normal course of operations of Group companies. These transactions are settled at arm's length, based on the goods and services provided.
The Be Group's related parties with which economic and equity transactions were recognised at 31 March 2022: TIP Tamburi Investment Partners S.p.A.
With regard to Messrs Stefano Achermann and Carlo Achermann and the companies controlled by them respectively - Innishboffin S.r.l. and Carma Consulting S.r.l. - the economic transactions that took place in the period substantially refer to fees paid for the positions of Executive and Company Director of Group companies and, like remuneration for other members of the Board of Directors and Board of Statutory Auditors, are not included in the following tables.
The following tables illustrate the Group's costs and revenue, payables and receivables due to/from related parties:
No significant transactions were performed in the first quarter of 2022.
Nelle tabelle seguenti vengono indicati i costi e ricavi, i debiti e crediti che il Gruppo vanta nei confronti delle parti correlate:
MAKKE SDIR |
|---|
| CERTIFIED |
| Receivables | Payables | |||||
|---|---|---|---|---|---|---|
| Trade receivables and other receivables |
Other receivables |
Financial Receivables |
Trade and other payables |
Other payables |
Financial payables |
|
| Related parties | ||||||
| T.I.P. S.p.A | 0 | 0 | 0 | 18 | 0 | 0 |
| Total related parties |
0 | 0 | 0 | 18 | 0 | 0 |
| Revenue | Costs | |||||
|---|---|---|---|---|---|---|
| Revenue | Other Revenue |
Financial income |
Service s |
Other costs |
Financial expense |
|
| Related partis | ||||||
| T.I.P. S.p.A | 0 | 0 | 0 | 15 | 0 | 0 |
| C. Achermann | 0 | 0 | 0 | 10 | 0 | 0 |
| Total related parties | 0 | 0 | 0 | 25 | 0 | 0 |
Detailed below are the main risks and uncertainties that could affect the business activities, financial conditions and prospects of the Be Group.
In order to further improve operating performance, the Group believes it is important to achieve the strategic objectives of the 2022-2024 Business Plan. This Plan was prepared by the Directors on the basis of forecasts and assumptions inherent to future trends in operations and the reference market. The forecasts represent the best estimate of future events that are expected to occur and the projection of results from the actions that management intends to undertake. These were estimated on the basis of final figures, orders already received or sales to be made to established customers, and therefore have a higher probability of actually occurring. Vice versa, the assumptions relate to future events and actions, fully or partly independent from management action. Consequently, the Directors acknowledge that the strategic objectives identified in the 2022-2024 Plan, though reasonable, present profiles of uncertainty due to the chance nature of future events occurring and the characteristics of the reference market, and also as regards the occurrence of events represented in the plan, their extent and timing..

The Be Group is exposed to financial risks associated with its operations, particularly interest rate risk, liquidity risk, credit risk and the risk of cash flow fluctuations. In addition, essential upkeep of the bank credit facilities held is important to the Group in order to meet its overall current funding needs and to achieve the objectives of the 2022- 2024 Plan..
The Be Group could be negatively affected in terms of shareholders' equity value if there was an impairment to goodwill recognised in the financial statements at 31 March 2022, which may be necessary if the cash flows generated were insufficient with respect to those forecast and envisaged in the 2022-2024 Plan.
The Be Group is involved in legal proceedings, both as defendant, where Group Companies have been summoned by third parties, and as plaintiff, where these Companies have summoned third parties.
In recent years, the Be Group began a restructuring of its area of business, implementing, when possible, reduction of personnel, also through transfers. There is a risk of appeals against such actions and the proceedings have given rise to prudential allocation of provisions in the Consolidated financial statements. Uncertainty remains in any event regarding the decisions of the authorities involved.
The ICT consulting market is highly competitive. A number of competitors could be able to expand their product mix to our detriment. In addition, an intensification of the level of competition could affect Group business and the option of consolidating or widening its competitive position in the reference sectors, with subsequent repercussions on business and on the income, equity and financial positions.
The Group operates in a market characterised by profound and continuous technological changes that call for the capacity to adapt quickly and successfully to such developments and to the changing needs of its customers. Any inability of the Group in adapting to new technologies and therefore to the needs of its customers could have a negative impact on operating performance.
The Group's success depends largely on certain key personnel that have been a determining factor in its development, in particular the executive directors of the Parent Company. The Group companies also have an executive team with many years of experience in the field, playing a crucial role in managing its activities. The loss of any of these key figures without a suitable replacement, and the inability to attract and retain new, qualified resources, could have a negative impact on the Group's prospects, business activities, operating performance and financial position. Management considers in any event that the Group has an operational and executive structure capable of ensuring business continuity.

As part of its internationalisation strategy, the Group could be exposed to risks typical of international operations, including those relating to changes in the political, macroeconomic, tax and/or regulatory frameworks and to fluctuating exchange rates.
With regard to the main factors of uncertainty existing at the time of submission of this Interim Report, those relating to the ongoing medical emergency relating to the Covid-19 pandemic (Coronavirus) should be noted.
The Be Group continued to operate during the Covid-19 health emergency, safeguarding the health of its employees and partners and expanding the use of remote working methods where possible. At the operational level, business continuity has been guaranteed everywhere.
Specifically, as mentioned above, given the particular type of Be Group's reference market - mainly large financial institutions - the Covid-19 pandemic had almost no impact on the company's business in 2021 and in the first quarter of 2022. Indeed, all of the major Financial Institutions accelerated their Digital transformation process and the Group offered full support to all of its customers. In addition, it should be considered that the Financial Institutions, which account for almost all of the Be Group's customers, carry out services that have been deemed "essential" by the Ministerial Decree and have maintained their operations even during the lock-down periods. During the preparation of the consolidated financial statements at 31 March 2022, as part of the main measurement and estimation processes, and in line with what was carried out for the consolidated accounts at 31 December 2021, sensitivity analyses were conducted to identify the value of the key parameters for which the recoverable amounts would coincide with book values.
Although conducted at a time of general uncertainty, these analyses did not indicate any clear risk of future impairment of the amounts recognised in the financial statements at 31 March 2022 considering the macro-economic scenario consequent to the aforementioned pandemic.
In relation to the uncertainties arising from the ongoing conflict between Russia and Ukraine, it should be noted that the Be Group has its own presence in Kiev through its subsidiary Be Ukraine.. At present, ordinary activities continue uninterrupted and there are no interruptions in payment flows. It is impossible to define reliable development scenarios; however, due to the insignificant size (less than 1%) of the company's contribution to the Group's consolidation, no significant economic impact is foreseen even if the current situation worsens.
The Be Group's development activities have always aimed to consolidate customer relations, develop new forms of business for them and acquire new customers. The main development projects regard the technological platforms owned by the Be Group.. In particular at 31 March 2022 investments were made for the development and upgrade of the technological platforms relating to the management of Life and Non-life insurance portfolios - by Be Digitech Solutions,

of the company's internal ICT system by Be Digitech Solutions and Be Management Consulting, of the digital applications by Iquii and Tesla, and of the IT platforms of Be Ukraina, Fimas GmbH specialised in various areas of the banking industry. The Be Group will continue to invest in development, planning additional project opportunities. The objective of the latter will be to expand the offer through the realisation of technological platforms to provide services to customers.
Pursuant to art. 2428 paragraph 4 of the Italian Civil Code, we note that the Parent Company holds 7,157,460 own shares with a face value of Euro 1, equal to 5.306% of the share capital.
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. In February, with reference to the possible transaction concerning, among other things, the sale of shares representing approximately 43.209% of the capital of Be Shaping the Future S.p.A., the essential terms of which were disclosed to the market on 11 February 2022, by means of a press release by Tamburi Investment Partners S.p.A., the Board of Directors of Be, received from Engineering Ingegneria Informatica S.p.A. (Engineering) - a leading company in the sector of technological innovation, software production, automation and information technology ecosystems, indirectly controlled by Bain Capital and NB Renaissance - the request to perform, in the context of the proposed Transaction, a due diligence on Be Group. On February 15, 2022, Be's Board of Directors gave its conset to the Due Diligence.
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 0.82 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:
• approved the Parent Company's financial statements as at December 31, 2021, showing a net profit of Euro 8.2 million (compared with a profit of Euro 6.5 million in the previous year);
• approved the profit allocation and distribution of gross dividend for aggregate Euro 3,832,194, no. 12 coupon detachment date on May 23, 2022 and payment date on May 25, 2022 equal to Euro 0.03 per share;
In light of Group's Q1 2022 results along with 2021 results, the Company confirms the objectives defined in the 2020-2022 Business Plan. In the foreseeable macroeconomic scenario, it is reasonable to expect further growth in 2022.
Milan, 10 May 2022
/signed/ Stefano Achermann For the Board of Directors Chief Executive Officer

| Amounts in EUR thousands | 31.03.2022 | 31.12.2021 |
|---|---|---|
| NON-CURRENT ASSETS | ||
| Property, plant and equipment | 2,681 | 2,714 |
| Rights of use | 9,477 | 10,303 |
| Goodwill | 96,763 | 96,740 |
| Intangible assets | 18,169 | 18,733 |
| Equity investments in other companies | 2,386 | 1,919 |
| Loans and other non-current assets | 533 | 673 |
| Deferred tax assets | 497 | 500 |
| Total non-current assets | 130,506 | 131,582 |
| CURRENT ASSETS | ||
| Inventories | 157 | 157 |
| Assets deriving from contracts with customers | 27,081 | 9,589 |
| Trade receivables | 22,249 | 23,556 |
| Other assets and receivables | 6,653 | 3,570 |
| Direct tax receivables | 257 | 270 |
| Financial receivables and other current financial assets | 601 | 177 |
| Cash and cash equivalents | 45,345 | 78,447 |
| Total Current assets | 102,343 | 115,766 |
| Discontinued operations | 0 | 6,963 |
| Total Discontinued operations | 0 | 6,963 |
| TOTAL ASSETS | 232,849 | 254,311 |
| SHAREHOLDERS' EQUITY | ||
| Share capital | 27,109 | 27,109 |
| Reserves | 39,937 | 27,702 |
| Net profit (loss) attributable to owners of the Parent Company | 6,764 | 11,645 |
| Group Shareholders' equity | 73,810 | 66,456 |
| Minority interests: | ||
| Capital and reserves | 917 | 553 |
| Net profit (loss) attributable to minority interests | 330 | 908 |
| Minority interests | 1,247 | 1,461 |
| TOTAL SHAREHOLDERS' EQUITY | 75,057 | 67,917 |
| NON-CURRENT LIABILITIES | ||
| Financial payables and other non-current financial liabilities | 26,804 | 31,760 |
| Financial liabilities for non-current rights of use | 6,877 | 7,615 |
| Provision for non-current risks | 3,852 | 3,613 |
| Post-employment benefits (TFR) | 9,297 | 8,027 |
| Deferred tax liabilities | 4,678 | 4,679 |
| Other non-current liabilities | 17,114 | 16,303 |
| Total Non-current liabilities | 68,622 | 71,997 |
| CURRENT LIABILITIES | ||
| Financial payables and other current financial liabilities | 26,265 | 26,933 |
| Financial liabilities for current rights of use | 3,476 | 3,567 |
| Trade payables | 21,346 | 27,356 |
| Provision for current risks | 3,555 | 3,903 |
| Tax payables | 4,479 | 4,877 |
| Other liabilities and payables | 30,049 | 41,070 |
| Total Current liabilities | 89,170 | 107,706 |
| Discontinued operations | 0 | 6,691 |
| Total Discontinued operations | 0 | 6,691 |
| TOTAL LIABILITIES | 157,792 | 186,394 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 232,849 | 254,311 |
| Amounts in EUR thousands | 3M 2022 | 3M 2021 | Δ | Δ (%) |
|---|---|---|---|---|
| Revenue | 61,866 | 51,320 | 10,546 | 20.5% |
| Other revenue and income | 245 | 480 | (235) | (49.0%) |
| Total Revenue | 62,111 | 51,800 | 10,311 | 19.9% |
| Raw materials and consumables | (75) | (181) | 106 | (58.6%) |
| Service costs | (23,373) | (18,998) | (4,375) | 23.0% |
| Personnel costs | (29,060) | (24,275) | (4,785) | 19.7% |
| Other operating costs | (153) | (524) | 371 | (70.8%) |
| Cost of internal work capitalised | 1,144 | 1,373 | (229) | (16.7%) |
| Gross Operating Margin (EBITDA) | 10,594 | 9,195 | 1,399 | 15.2% |
| Amortisation and depreciation | (2,508) | (2,618) | 110 | (4.2%) |
| Write-downs and provisions | (404) | 0 | (404) | n.a. |
| Operating Profit (Loss) (EBIT) | 7,682 | 6,577 | 1,105 | 16.8% |
| Net financial income and expense | (588) | (335) | (253) | 75.5% |
| Profit (loss) before tax from continuing operations | 7,094 | 6,242 | 852 | 13.6% |
| Profit (loss) before tax from discontinued operations | 0 | 0 | 0 | n.a. |
| Consolidated profit (loss) before tax | 7,094 | 6,242 | 852 | 13.6% |
| Profit (loss) before tax attributable to minority interests | 330 | 391 | (61) | (15.6%) |
| Group profit (loss) before tax for the period | 6,764 | 5,851 | 913 | 15.6% |
| Amounts in EUR thousands | 31.03.2022 | 31.03.2021 |
|---|---|---|
| Operating activities: | ||
| Profit (loss) for the period | 7,094 | 6,242 |
| Adjustments of items that do not affect liquidity | 5,202 | 1,794 |
| a) Cash flow from operating activities | 12,296 | 8,036 |
| b) Change in net working capital | (36,339) | (34,896) |
| Operating cash flow (a+b) | (24,043) | (26,860) |
| c) Cash flow generated (absorbed) by investing activities | (1,873) | (4,223) |
| d) Cash flow generated (absorbed) by financing activities | (7,457) | 5,749 |
| e) Cash flow generated (absorbed) by discontinued operations | 272 | 0 |
| Total cash flow (a+b+c+d+e) | (33,102) | (25,333) |
| Net cash and cash equivalents - opening balance | 78,447 | 60,580 |
| Net cash and cash equivalents - closing balance | 45,345 | 35,247 |
| Change in net cash and cash equivalents | (33,102) | (25,333) |

| Amounts in EUR thousands | Share capital |
Reserves and retained earnings |
Profit (loss) for the period/year |
Group Shareholders' equity |
Minority interests |
Total |
|---|---|---|---|---|---|---|
| SHAREHOLDERS' EQUITY AT 31.12.2020 |
27,109 | 20,935 | 7,973 | 56,017 | 2,876 | 58,893 |
| Net profit (loss) | 11,645 | 11,645 | 908 | 12,553 | ||
| Other items of comprehensive income | 749 | 749 | 0 | 749 | ||
| Net comprehensive profit (loss) | 749 | 11,645 | 12,394 | 908 | 13,302 | |
| Allocation of prior year profit (loss) | 7,973 | (7,973) | 0 | 0 | 0 | |
| Purchase of own shares | (368) | (368) | 0 | (368) | ||
| Dividend distribution | (3,832) | (3,832) | (78) | (3,910) | ||
| Other changes | 2,245 | 2,245 | (2,245) | 0 | ||
| SHAREHOLDERS' EQUITY AT 31.12.2021 |
27,109 | 27,702 | 11,645 | 66,456 | 1,461 | 67,917 |
| Net profit (loss) | 6,764 | 6,764 | 330 | 7,094 | ||
| Other items of comprehensive income | 45 | 45 | 1 | 46 | ||
| Net comprehensive profit (loss) | 45 | 6,764 | 6,809 | 331 | 7,140 | |
| Allocation of prior year profit (loss) | 11,645 | (11,645) | 0 | 0 | 0 | |
| Other changes | 545 | 545 | (545) | 0 | ||
| SHAREHOLDERS' EQUITY AT 31.03.2022 |
27,109 | 39,937 | 6,764 | 73,810 | 1,247 | 75,057 |
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