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Intercos — Earnings Release 2022
Mar 14, 2023
4306_rns_2023-03-14_f76166d0-ec6a-45c0-aa17-e5e7a70492a9.pdf
Earnings Release
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Sales in 2022 of Euro 835.6 million, up 24% Adjusted EBITDA of Euro 121.7 million Final quarter of the year beats expectations
Agrate Brianza, March 14, 2023 - The Board of Directors of Intercos S.p.A. (ICOS.MI), at today's meeting chaired by Dario Gianandrea Ferrari, approved the 2022 Separate Financial Statements, in addition to the 2022 consolidated financial statements. The Board also approved the results of the 2022 Non-Financial Statement. o Net Sales of €835.6 million, up +24% on 2021 (+19% at constant exchange rates and consolidation scope). Growth is reported across all geographic areas and business units, with results significantly ahead of the pre-pandemic levels of 2019. The very positive trend in order in-take continues.
- o Adjusted EBITDA of €121.7 million, up +20.3% (+€20.6 million) on the previous year, thanks to the excellent sales performance and sharply recovering profitability which - also benefiting from the price increases applied - was a feature of the second half of the year. The adjusted EBITDA margin on Group net sales was 14.6%, reaching 15.6% in the second half of the year (significantly increasing on 13.2% for the first half of 2022). Adjusted EBITDA on net sales excluding packaging costs (value added sales) was 17.9% (18.2% in 2021). o Adjusted Net Profit of €51.3 million was significantly up on 2021 (+24.6% or +€10.1 million). The Group Consolidated Net Profit was €45 million, up +69.5% on the previous year. o Net Financial Position of €90.7 million, improving €36 million on December 31, 2021. Excellent working capital management, particularly in terms of payments and collections, mitigated the impact from higher inventory in the year to effectively manage the global supply chain disruption. Financial leverage (net financial position on adjusted EBITDA) reduced significantly to 0.74x (from 1.25x at December 31, 2021). o For 2022, the Board of Directors has proposed the distribution (in accordance with the Group Dividend Policy) of dividends totalling €16 million, equal to approximately 35.6% of the Group consolidated net
- o For the second consecutive year, EcoVadis, the sustainability rating company and among the most respected in the beauty sector, has awarded Intercos the Platinum medal, ranking the Group among the top 1% of enterprises in terms of ESG performance in the relevant sector.
- INTERCOS S.P.A. REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 20123 MILAN (MI) SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498 profit.

Renato Semerari, CEO of Intercos "Our Group's 2022 results exceeded our expectations, with the key operating and financial indicators at record levels. Revenues grew +24% on the previous year, +19% at constant exchange rates, to reach nearly Euro 836 million. Adjusted EBITDA also grew significantly, up +20.3% to Euro 121.7 million. The Group's balance sheet was further strengthened, with the net financial position decreasing to Euro 90.7 million, contributing to another marked decrease in financial leverage (now 0.74x adjusted EBITDA). We consider the achievements of our teams across the world even more noteworthy in view of the exceptional nature of 2022. As we are all aware, the unexpected geopolitical and macroeconomic developments, together with the development of the pandemic in Asia, have generated unforeseen inflationary pressures, a major global supply chain crisis, and severe anti-Covid restrictions in China.
Our Group has demonstrated in 2022, thanks also to excellent customer relationships and the uniqueness of the products we sell, significant pricing power that has enabled us to effectively manage the unexpected rise in inflation. The geographic diversification of our business model has also enabled us to mitigate these abnormal and unforeseen market trends, such as that in China, while also allowing us to better manage tensions on the supply chain side.
Analysing the performances by Business Unit, Make-up and Hair & Body report revenue growth respectively of +31% and +24%, while Skincare saw more contained growth (+1.5%), impacted to a greater extent by the challenges on the Chinese market. Make-up EBITDA rose Euro 21.9 million, while Hair & Body saw a slight decrease (-Euro 1.4 million), entirely due to the impacts in the first half of the year from supply chain disruption and the sudden increase in energy costs, although strongly recovering in the second half of the year (+Euro 1.1 million). Skincare EBITDA was however in line with 2021, impacted (as for revenues) by the Chinese market performance, which for some time has been hit by the lockdowns across the country. In 2022, we boosted investment, expanding the Olgiate Comasco Hair & Body plant, also in view of the new commercial agreements (primarily with Dolce & Gabbana) and we have begun to expand the Polish plant,
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498 which is currently being completed. Investments in innovation - as always - were at the heart of our business model, with a double-digit increase on the previous year at a similar percentage of sales, net of the packaging component, in line with the previous year (5%). Developing new, increasingly innovative formulations that meet the needs of our customers, including in terms of sustainability, while maintaining or improving product performance, continues to be one of the hallmarks of our Group and will enable us to play an increasingly central role on the global beauty market. We thank our shareholders for their trust throughout the year and all the people who work for and with us, whose dedication and passion will always remain the foundation of our success, past and future."
Group Highlights
| Group Highlights | |||||||
|---|---|---|---|---|---|---|---|
| €/mln | 2022 | 2021 | % vs. 2021 | 4Q22 | 4Q21 | % vs. 4Q21 | |
| Net Sales | 835,6 | 673,7 | 24,0% | 238,5 | 188,3 | 26,7% | |
| Industrial gross profit | 178,6 | 144,9 | 23,2% | ||||
| % on net sales | 21,4% | 21,5% | (14Bps) | ||||
| Adjusted EBITDA | 121,7 | 101,1 | 20,3% | 37,3 | 30,6 | 22,0% | |
| % on net sales | 14,6% | 15,0% | (45Bps) | 15,6% | 16,2% | (60Bps) | |
| EBITDA | 115,9 | 82,9 | 39,7% | ||||
| % on net sales | 13,9% | 12,3% | 156Bps | ||||
| EBIT | 70,9 | 42,8 | 65,5% | ||||
| % on net sales | 8,5% | 6,4% | 212Bps | ||||
| PBT | 66,7 | 39,7 | 68,1% | ||||
| % on net sales | 8,0% | 5,9% | 209Bps | ||||
| Net Income | 45,0 | 26,5 | 69,5% | ||||
| % on net sales | 5,4% | 3,9% | 144Bps | ||||
| Adjusted Net Income | 51,3 | 41,2 | 24,6% | ||||
| % on net sales | 6,1% | 6,1% | 3Bps | ||||
| Sales by Business Unit, Commercial area, customer segment | |||||||
| €/mln | 2022 | 2021 | Var. % vs. 2021 |
4Q22 | 4Q21 | Var. | % vs. 4Q21 |
| Business Unit | |||||||
| Make-up | 547,4 | 417,5 | 129,9 31,1% |
156,4 | 120,6 | 35,8 | 29,7% |
| Skincare | 130,8 | 128,9 | 1,9 1,5% |
34,2 | 35,2 | (1,0) | (2,8%) |
| Hair&Body | 157,4 | 127,3 | 30,1 23,6% |
47,9 | 32,5 | 15,4 | 47,3% |
| Total Net Sales | 835,6 | 673,7 | 161,9 24,0% |
238,5 | 188,3 | 50,2 | 26,7% |
| Commercial Company EMEA |
402,7 | 327,0 | 75,7 23,1% |
119,6 | 86,9 | 32,7 | 37,6% |
Sales by Business Unit, Commercial area, customer segment
| Sales by Business Unit, Commercial area, customer segment | ||||||||
|---|---|---|---|---|---|---|---|---|
| €/mln | 2022 | 2021 | Var. | % vs. 2021 | 4Q22 | 4Q21 | Var. | % vs. 4Q21 |
| Business Unit | ||||||||
| Make-up | 547,4 | 417,5 | 129,9 | 31,1% | 156,4 | 120,6 | 35,8 | 29,7% |
| Skincare | 130,8 | 128,9 | 1,9 | 1,5% | 34,2 | 35,2 | (1,0) | (2,8%) |
| Hair&Body | 157,4 | 127,3 | 30,1 | 23,6% | 47,9 | 32,5 | 15,4 | 47,3% |
| Total Net Sales | 835,6 | 673,7 | 161,9 | 24,0% | 238,5 | 188,3 | 50,2 | 26,7% |
| Commercial Company | ||||||||
| EMEA | 402,7 | 327,0 | 75,7 | 23,1% | 119,6 | 86,9 | 32,7 | 37,6% |
| Americas | 289,2 | 216,1 | 73,1 | 33,8% | 79,8 | 62,1 | 17,7 | 28,5% |
| Asia | 143,7 | 130,6 | 13,0 | 10,0% | 39,1 | 39,3 | (0,2) | (0,5%) |
| Total Net Sales | 835,6 | 673,7 | 161,9 | 24,0% | 238,5 | 188,3 | 50,2 | 26,7% |
| Customer Type | ||||||||
| Multinationals | 398,6 | 335,3 | 63,4 | 18,9% | 104,3 | 92,2 | 12,2 | 13,2% |
| Emerging Brands | 305,6 | 210,3 | 95,3 | 45,3% | 100,2 | 58,5 | 41,7 | 71,3% |
| Retailers | 131,4 | 128,2 | 3,2 | 2,5% | 34,1 | 37,7 | (3,6) | (9,6%) |
| Total Net Sales | 835,6 | 673,7 | 161,9 | 24,0% | 238,5 | 188,3 | 50,2 | 26,7% |

Sales by Business Unit, Commercial area, customer segment
Despite the continued global supply chain crisis, particularly evident in the first six months of the year and the prolonged Chinese lockdowns, which mainly impacted starting from the second quarter of 2022, Group revenues reached a record €835.6 million, up +24% also at constant scope (+19% at constant exchange rates). Again in the fourth quarter revenues exceeded expectations at €238.5 million, growth of 26.7% (+22% at constant exchange rates), also at constant consolidation scope.
- Analysing revenues by business unit: Make-up reported revenues of €547.4m up +31.1% and largely exceeding pre-pandemic levels (+16.2% vs. 2019). The Business Unit's growth further accelerated in the second half of the year. All geographical areas and customer types saw significant growth. We highlight in particular the excellent EMEA performance, followed by the Americas, and the Emerging Brands, followed by the Multinationals.
- Skincare reports substantially stable revenues at €130.8 million, increasing +1.5% on 2021. The performance was mainly impacted by the contraction in Chinese consumption which, as a result of the numerous lockdowns, was primarily apparent in the second half of the year.
-
Hair & Body reported revenues of €157,4 million, growth of +23.6% on 2021. The increase in inventory levels in the first half of the year allowed for a significant improvement in production times, supporting revenue growth in the second half of 2022. We in addition consider, in the fourth quarter of the year, the initial production for Dolce & Gabbana Beauty, on the basis of the new commercial agreement signed at the beginning of 2022. In terms of sales by commercial area: - EMEA reported revenues of €402.7 million, up +23.1% on 2021. This growth was across all customer types and particularly among the European Emerging brands. - The Americas was the fastest-growing geographical area, with revenues up +33.8% on the previous year to €289.2 million. All business units performed strongly, sustained mainly by the excellent results both of the Multinationals and the Emerging Brands, with excellent performances both in the prestige and mass - Asia reported revenues of €143.7 million, up +10% on 2021. Despite the impacts from the lockdowns in China and mainly in the second half of the year, this strong growth was mainly driven by the excellent
- INTERCOS S.P.A. REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 20123 MILAN (MI) SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498 segments. make-up segment performance in Korea.

- Finally, with regards to sales by customer type: Multinational customers reported revenues of €398.6 million, increasing +18.9%, mainly thanks to the excellent make-up business unit performances, and particularly in the US, Europe and Korea. - The Emerging Brands customers were confirmed as the main growth driver, reaching revenues of €305.6 million (+45.3%). Both the mass and prestige segments reported growth and particularly the US and EMEA area. - Retailer customers saw more contained growth, with revenues of €131.4 million, increasing +2.5%. The final quarter of the year was again impacted by the Chinese retailers performance. From the first quarter of 2023, the classification of a number of customers shall be reviewed in order to reflect certain Emerging Brands being acquired by multinationals and other retailers which, developing their proprietary brands, have recently expanded their distribution channels.
EBITDA
Group Adjusted EBITDA in 2022 was €121.7 million, up +20.3% (or +€20.6 million), thanks to the excellent sales performance, together with recovering profitability in the second half of the year. 2022 was significantly impacted by inflation, particularly in terms of energy (directly and indirectly) and reduced production efficiency as a result of the difficulties in sourcing production materials. The increase in prices, together with the progressive increase in inventory, allowed us to mitigate these impacts and particularly in the second half of the year. Adjusted EBITDA on net sales was 14.6%, slightly under the 2021 figure (15%), closing some of the gap emerging in the first half of the year (-45Bps in the twelve months compared -79Bps in H1). Adjusted EBITDA on value added sales (sales net of packaging costs) was 17.9%, reducing 38Bps on 2021. Group EBITDA was €115.9 million, up +39.7% on the previous year, thanks to a significant reduction in nonrecurring charges. For further details, reference should be made to page 13 of this Press Release.



-
- recovery in the second half of 2022 (+€1.1m). The Hair & Body business unit, still essentially operating according to a contract manufacturing model, was (and particularly in the first six months of the year) most exposed to changes in the product mix, production efficiency and energy prices. Net Profit
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498 The Group Adjusted Net Profit was €51.3 million, up +24.6% (or +€10.1 million). The increase on 2021 was entirely due to the higher EBITDA, partially offset by increased amortisation, depreciation, write-downs and income taxes. Despite currency movements, net financial charges remained in line with 2021, thanks to the extremely favourable conditions for the current credit lines, which principally mature at the end of 2024. The Group Net Profit was €45 million, increasing +69.5%, also due to the lower non-recurring charges. For further details on the difference between the Adjusted and Unadjusted Result, reference should be made to page 13 of this Press Release.

| Flows | and Net Fianancial Debt |
|||
|---|---|---|---|---|
| Cash | ||||
| €/mln | 2022 | 2021 | Var. | |
| Adjusted EBITDA | 121,7 | 101,1 | 20,6 | |
| Adjustments (*) | (2,6) | (5,9) | 3,3 | |
| Change in Trade Working Capital | (35,7) | (19,5) | (16,2) | |
| Other changes in Working Capital | 16,6 | (0,1) | 16,8 | |
| Capex | (51,6) | (39,1) | (12,5) | |
| Operating Cash Flow | 48,4 | 36,5 | 11,9 | |
| Changes in long term Assets & Liabilities | 2,4 | 5,9 | (3,5) | |
| Fin. Expenses | (3,6) | (3,7) | 0,1 | |
| Income taxes | (21,7) | (13,1) | (8,6) | |
| M&A | (2,4) | 2,4 | ||
| IPO Proceeds (net) | 37,5 | (37,5) | ||
| Other changes in Equity and others | 10,5 | 6,6 | 3,9 | |
| Cash Flow | 36,0 | 67,4 | (31,4) | |
| (*) considering only the adjustments at EBITDA level with cash impact (in FY22 €2.6m out of €5.8m of total | ||||
| adjustments). | ||||
| Net Financial |
Position | |||
| €/mln | 2022 | 2021 | Var. | |
| 90,7 | 126,6 1,25x |
(36,0) (0,51x) |
||
| Net Debt Leverage Ratio (*) |
0,74x |
| adjustments). | |||
|---|---|---|---|
| collections | and supplier payments. |
||
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498 Net cash flows generated in 2022 totalled €36 million. Excluding the net proceeds from the listing in 2021, cash flows increased €6.1 million on the previous year. Despite the increased investment compared to the previous year of €12.5 million and the higher inventory levels of €50.9 million to deal with the supply chain management difficulties, the increased cash generation benefited from the higher EBITDA and the good management of trade receivables The Net Financial Debt at December 31, 2022 was therefore €90.7 million, improving €36 million on December 31, 2021. The decrease in the net financial position, together with continual EBITDA growth, has allowed the Group to further reduce its financial leverage, which is now 0.74x, decreasing 0.51x over the last twelve months.

Following a challenging 2022 in general economic and geopolitical terms, we look to 2023 with optimism. The likelihood of a shorter and less severe recession than previously expected is emerging. Even if a recession were to be longer-lasting, we operate in an industry which has always demonstrated resilience through challenging economic periods. We expect that our diversified market, customer and geographical area coverage will allow our Group to benefit from this resilience.
The significant raw material and energy inflation (particularly in the US and Europe) seems in the initial months of 2023 to have peaked. Thanks to the uniqueness of our products, the Group has already in 2022 demonstrated excellent pricing power, increasing prices twice. We however in 2023 expect further cost increases, particularly in terms of salaries, and have therefore recently agreed with our main customers a fresh price increase to be applied from the second quarter of 2023. We finally consider that the major absentee in 2022 - China - may lead a consumer recovery and particularly in the second half of 2023. In this market, our Group, whose direct sales presence in terms of the broader market still has significant room for improvement, may benefit also from the expansion of a number of western emerging brands which have yet to tangibly enter the Asian market. We ended 2022 with a robust Order Book. This additional factor allows us to tackle 2023 with confidence. The supply chain slowdowns for much of 2022, together with an increasingly solid order in-take throughout the year, resulted in longer delivery times to our customers. We therefore continue to expect, as repeatedly indicated, a short period of decreasing order in-take which will allow us to slightly reduce the Order Book and therefore speed up customer deliveries, without however impacting forecast sales.
On the basis of that outlined, we expect sales at constant exchange rates to increase in 2023 by between 8 and 11% on 2022. It should be noted that in November-December 2022, the order in-take of the company (excluding the Hair & Body Business Unit) reached a history record of €123 million. In January-February 2023, the order in-take of the company (excluding the Hair & Body Business Unit) was €112 million, substantially in line with the average for the two-month periods preceding the year-end peak. This order in-take performance resulted in an Order Book at end of February 2023 of €327 million, up 3% on the previous year. The growth was driven by the Make-up business unit, which rose 6% on the previous year, while the Skincare business unit decreased 17% on the previous year, mainly due to the recent contraction of consumption in China. We highlight finally the very solid forecast also for the Hair & Body Business Unit.
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498
OTHER INFORMATION
Proposal on the allocation of the net profit and the distribution of a dividend totaling €16 million. The Shareholders' Meeting, in ordinary session, shall be called to approve the Separate Financial Statements at December 31, 2022 and to consider the proposal to allocate the net profit and distribute a dividend. The Board of Directors today approved the proposal to the Shareholders' Meeting to allocate the net profit for the year of Euro 5,201,541, to Statutory Reserve for Euro 118,013 and to shareholders for Euro 5,083,528, as dividend and - considering that the financial statements include "Retained earnings" totalling Euro 82,109,654.22 - to distribute a unitary dividend of Euro 0.16622, gross of statutory withholdings, for each of the 96,257,950 ordinary shares outstanding, without par value, and with dividend rights and therefore for a total of Euro 16,000,000, to be attributable for Euro 10,916,472 from "Retained earnings" and for Euro 5,083,528 from the 2022 net profit. The Board of Directors also proposed the payment of the above dividend on May 10, 2023 (payment date), with date of dividend coupon No. 1 of May 8, 2023 and record date as per Article 83-terdecies of Legislative Decree No. 58/1998 of May 9, 2023. Proposal in relation to the approval of the 2023 Remuneration Policy, as per Article 123-ter, paragraph 3-ter of the CFA, and "Section II" of the Remuneration Policy and Report 2023, as per Article 123-ter, paragraph 6 of the CFA. The 2023 Remuneration Policy shall in addition be submitted for the approval of the Ordinary Shareholders' Meeting, in accordance with Article 123-ter, paragraph 3-ter of the CFA and "Section II" of the Remuneration Policy and Report, as per Article 123-ter, paragraph 6 of the CFA. Proposal for the adoption of the "2023-2025 Performance Shares Plan" long-term incentive plan The Board of Directors also approved the submission for the approval of the Ordinary Shareholders' Meeting, in accordance with Article 114-bis of the CFA, the proposal to adopt the "2023-2025 Performance Shares Plan" (the "2023-2025 LTI Plan"), which is part of a wider long-term incentive system comprising 3 three-year plans (2023-2025, 2024-2026 and 2025-2027), whose general structure was approved by the Board of Directors on March 14, 2023, on the proposal of the Appointments and Remuneration Committee at
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their meeting of March 7, 2023. The 2023-2025 LTI Plan provides for the grant (free of charge) to the Chief Executive Officer of Intercos and the managers of Intercos or the companies directly or indirectly controlled by it (the "Subsidiaries"), of rights (the "Rights") to receive, again free of charge, ordinary shares of the Company, in the ratio of 1 (one) share, with full rights, for every 1 (one) Right accrued, subject to the
achievement of certain performance and sustainability targets. The purpose of the LTI Plan 2023-2025 is to: (i) reward the achievement of the targets of the 2023-2027 business plan, according to which the performance targets were drawn up, in addition to the achievement of the sustainability objective for 2025; (ii) to develop a medium-long term variable incentive policy in line with market practices, in order to retain key figures; (iii) to ensure the sustainability of the Company's medium to long-term performance by ensuring loyal conduct to increase its overall value; (iv) to incentivize the alignment of management 's interests with those of shareholders with a view to value creation. The 2023-2025 LTI Plan, if approved by the Shareholders' Meeting, provides for the free grant to the beneficiaries of the Right to receive (again free of charge) Intercos ordinary shares, subject to the achievement of specific minimum values of at least one of the performance or sustainability targets under the 2023-2025 LTI Plan at the end of the vesting period from January 1, 2023 to December 31, 2025. The 2023-2025 LTI Plan includes a 12-month transferability restriction on shares. The three-year vesting period, together with the transferability restriction, in addition to the conclusion date of the 2023-2025 LTI Plan, are considered suitable to support the achievement of the beneficiary long-term incentive and retention objectives of the plan. Details of the 2023-2025 LTI Plan are contained in the related Prospectus prepared pursuant to Article 84-bis of the Issuers' Regulation and the related Illustrative Report prepared pursuant to Article 114-bis of the CFA and Article 84-ter of the Issuers' Regulation, approved by the Board of Directors today, which will be published according to the legally-established manner and timeframe.
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498
OTHER INFORMATION Proposal for the purchase and utilization of ordinary treasury shares. The Board of Directors also approved today the proposal to submit to the Shareholders' Meeting the authorization, pursuant to Article
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- 2357 and 2357-ter of the Civil Code, to purchase and utilize treasury shares. The purpose of the request for authorization to purchase and utilize treasury shares is to enable: - market liquidity and efficiency; - the establishment of a "securities reserve";
- the utilization of treasury shares as consideration for corporate transactions, including the exchange or sale of shareholdings, to be carried out by exchange, contribution or other act of disposal and/or use, with other parties, including the servicing of bonds convertible into Company shares or mandatory loans with warrants; - its use to service existing and future remuneration and incentive plans, based on financial instruments and reserved for directors and employees or collaborators of the Company and/or its direct or indirect subsidiaries, both through the free granting of purchase options and through the free allocation of shares (stock option and stock grant plans), in addition to scrip issues to shareholders, including the 2023-2025 LTI Plan incentive plan submitted for the approval of the Shareholders' Meeting. The authorization is requested for the purchase, in one or more tranches, of ordinary Intercos shares up to a maximum number which, taking account of the ordinary Intercos shares which may be held in portfolio by the Company and by its subsidiaries, does not total more than 3% of share capital. Authorization for the purchase of treasury shares is requested for the period of 18 (eighteen) months from the motion of the
Shareholders' Meeting. The authorization to utilize ordinary treasury shares is requested without time limit. The Board of Directors proposes that the purchases of ordinary shares are made in accordance with the trading limits and conditions established by Article 5 of Regulation (EC) No. 596/2014 (Market Abuse Regulation, hereafter "MAR") and Article 3 of the Delegated Regulation (EU) No. 2016/1052 (the "1052 Regulation") in implementation of the MAR, where applicable. The purchases may be made for consideration not exceeding the highest price between the price of the last independent transaction and the price of the highest independent current bid in the trading venues where the purchase is made, it being understood that the unit price may not in any case be lower than a minimum of 15% or higher than a maximum of 15% with respect to the official price recorded by the Company's shares on the trading day preceding each individual purchase transaction. The Board of Directors proposes that purchases of ordinary shares be made in the manner set forth in the applicable legal provisions and regulations, including Article 132 of the CFA, the relative enactment provisions, including Article 144-bis of Consob Regulation No. 11971/1999, in compliance with the conditions and restrictions on trading set forth in Articles 3 and 4 of Regulation 1052, with purchases graduated as deemed appropriate in the interest of the Company. Transactions to dispose of treasury shares in portfolio will be carried out in compliance with the current legislative and regulatory rules on the execution of trading in listed securities, including the practices permitted under Article 13 of the Market Abuse Regulation (where applicable), and may be carried out on one or more occasions, and on a gradual basis as deemed appropriate in the interest of the Company. The details for the proposal for the authorization to purchase and utilize treasury shares are contained in the relative illustrative report, drawn up as per Article 125-ter of the CFA, Article 73 of the Issuers' Regulation and in accordance with Annex 3A - Schedule No. 4 of the Issuers' Regulation, approved by the Board of Directors today, which shall be published according to the legally-established manner and timeframes. Proposal to increase the share capital, free of charge and also in several tranches, pursuant to Article 2349 of the Civil Code and the
It should also be noted that, as of today, Intercos does not hold any treasury shares in portfolio.
*** * ***
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES REG. 05813780961 - R.E.A. 1850176 - TAX CODE AND VAT NUMBER 05813780961 - VAT NUMBER FOR EU TRANSACTIONS IT 05813780961 OPERATIONAL HEADQUARTERS: VIA G. MARCONI, 84 - 20864 AGRATE BRIANZA (MB) - TEL. +39-03965521 (10 LINES) - FAX +39-039654498 amendment of Article 5 of the By-Laws The Extraordinary Shareholders' Meeting will be called upon to approve the proposal to increase Intercos' share capital, free of charge and also in several tranches, pursuant to Article 2349 of the Civil Code, by the final deadline of December 31, 2026, for a maximum amount of Euro 34,782, by issuing a maximum of 289,850 new ordinary shares of the Company, with no indication of par value, to be allocated to the employees of the Intercos Group who are beneficiaries of the 2023-2025 LTI Plan, through the use of profits and/or retained earnings, as resulting from the last approved financial statements in the year, for the allocation of shares to service the aforementioned plan, with the consequent amendment of Article 5.1 of the current By-Laws. Details of these proposals are contained in the relative Illustrative Report approved by the Board of Directors today.
*** * ***

OTHER INFORMATION CALL NOTICE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING, TO BE HELD IN SINGLE CALL, ON APRIL 28, 2023 The Board of Directors today approved the calling of the Ordinary and Extraordinary Shareholders' Meeting for April 28, 2023. The call notice of the above Shareholders' Meeting shall be published in accordance with law and made available on the Company website at https://www.intercos-investor.com/governance/ and on the centralised storage mechanism, where the Illustrative Report to the Shareholders' Meeting on the proposals concerning the matters on the agenda shall also be made available, in addition to the further documentation required by the applicable regulation. DECLARATION OF THE EXECUTIVE OFFICER FOR FINANCIAL REPORTING Mr. Pietro Oriani, as Executive Officer for Financial Reporting, declares - in accordance with paragraph 2, Article 154-bis of Legislative Decree No. 58/1998 ("Consolidated Finance Act") - that the accounting information included in this press release corresponds to the underlying accounting records.
*** * ***
RESULTS PRESENTATION CONFERENCE CALL The 2022 results shall be presented to analysts and investors on March 14, 2023 at 6.30PM (CET). The conference may be followed by connecting to the following numbers: +39 02 8020911 (from Italy), +44 1 212818004 (from UK), +1 718 7058796 (from USA), (for journalists +39 02 8020927). The supporting presentation for the conference call shall be made available on the company website www.intercos.com in the "Investor Relations" section at the following link: https://www.intercos-investor.com/investors/documentifinanziari/presentazioni/ and on the storage mechanism at . From the day subsequent to the call, a recording of the call shall be made available on the same website. UPCOMING FINANCIAL CALENDAR EVENTS Q1 2023 Report May 4, 2023 IDENTIFICATION CODES ISIN Code of the Shares: IT0005455875 Symbol: ICOS
H1 2023 Report August 3, 2023 Q3 2023 Report November 6, 2023

OTHER INFORMATION INTERCOS GROUP Intercos is one of the leading business-to-business operators internationally in the creation, production and marketing of cosmetics (Make-up) and Skincare products, in addition to hair and body care products (Hair&Body), for leading domestic and international brands, emerging brands and retailers serving the cosmetics market and the wider beauty sector. Founded in 1972 by Dario Ferrari, Intercos lists the top cosmetics brands among its customers, with a staff of 5,200, 11 research centers, 16 production facilities and 15 commercial offices across three continents. Intercos for nearly 50 years has interpreted beauty, creating cosmetic products and becoming a trend setter which predicts, anticipates and influences new cosmetic trends, meeting the demands of a range of customers with products for all price ranges. NOTE AND DEFINITIONS Alternative performance measures, not covered by IFRS, are used by management for a better assessment of the Group's operating and financial performance and are in line with the Group's performance policies and control parameters. These measures should not be considered to replace those set out in the IFRS. The alternative performance measures not stemming directly from the financial statements are outlined below: • EBITDA: this is defined as the sum of net profit for the period, plus income taxes, financial income and expense, and the effects of valuing equity investments held as financial investments using the equity method and amortisation and depreciation. • Adjusted EBITDA: this is obtained by deducting from EBITDA those components evaluated by the Company as non-recurring, i.e., particularly significant events that are not linked to the ordinary performance of the core businesses or that do not determine cash flows and/or changes in the amount of equity. • Adjusted Net Profit: this is obtained by deducting from profit those components evaluated by the Company as non-recurring, i.e., particularly significant events that are not linked to the ordinary performance of the core businesses or that do not determine cash flows and/or changes in the amount of equity and the relaive tax impacts. • Net debt (cash) or net financial position: the sum of current and non-current financial payables, net of current and non-current financial receivables, including cash and cash equivalents; Other definitions: - Rep Fx: percentage change at current exchange rates. - C Fx : percentage change at constant exchange rates. - Order-in-take: means all orders legally placed and processed by a company during the accounting period or fiscal year under review. - Order Book: open order book at a certain date
- Value Added Sales: net sales excluding packaging costs incurred during the period. they depend on future events and developments. The actual results may even diverge significantly from those announced, due to a range of factors. prepared in accordance with the electronic XHTML format pursuant to Delegated Regulation (EU) 2019/815 ("ESEF Regulation"); with the approval of
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DISCLAIMER
The information presented in this document has not been audited. This document may contain forward-looking statements relating to future events and results of operations, financial positionand cash flows of Intercos. These statements by nature contain an element of risk and uncertainty in that Via Privata Maria Teresa, 11 20123 – Milan
DELEGATED REGULATION (EU) 2019/815
INTERCOS S.P.A. - REGISTERED OFFICE: PIAZZA GENERALE ARMANDO DIAZ NO. 1 - 20123 MILAN (MI) - SHARE CAPITAL EURO 11,300,256.00 FULLY PAID-IN COMPANIES The Statutory Financial Statements for the financial year 2022 and the Consolidated Financial Statements for the financial year 2022 have been the Consolidated Financial Statements, the corresponding markings in XBRL were also approved.
CONTACTS
Media Relations: Image Building Tel. +39 02 89011300 [email protected]
Investor relator:
Intercos S.p.A. Andrea Tessarolo tel. +39 039 65521 [email protected]

APPENDIX
| APPENDIX | |||
|---|---|---|---|
| Reclassified Consolidated Income Statement |
|||
| €/mln | 2022 | 2021 | Delta Var.% |
| Net Sales | 835,6 | 673,7 | 161,9 24,0% |
| COGS | (657,0) | (528,8) | (128,3) 24,3% |
| Industrial gross profit | 178,6 | 144,9 | 33,6 23,2% |
| % on net sales | 21,4% | 21,5% | |
| Research & Development and innovation costs | (37,2) | (31,9) | (5,3) 16,7% |
| Selling expenses | (28,9) | (22,6) | (6,3) 27,9% |
| General and administrative expenses | (48,8) | (36,1) | (12,8) 35,4% |
| Other operating income (expenses) | 7,3 | (11,6) | 18,8 (162,7%) |
| Operating Profit (EBIT) | 70,9 | 42,8 | 28,0 65,5% |
| % on net sales | 8,5% | 6,4% | |
| (***) D&A |
(45,0) | (40,1) | (4,9) 12,2% |
| EBITDA | 115,9 | 82,9 | 32,9 39,7% |
| Adjustements (*) | (5,8) | (18,2) | 12,4 |
| Adjusted EBITDA | 121,7 | 101,1 | 20,6 20,3% |
| % on net sales | 14,6% | 15,0% | |
| Financial income (expenses) | (3,6) | (3,7) | 0,1 (1,6%) |
| Incomes/(losses) from investments | (0,6) | 0,5 | (1,1) (221,9%) |
| Profit before taxes (EBT) | 66,7 | 39,7 | 27,0 68,1% |
| Income taxes | (21,7) | (13,1) | (8,6) 65,4% |
| Net income | 45,0 | 26,5 | 18,4 69,5% |
| Adjustments (**) | (6,3) | (14,6) | 8,3 |
| Adjusted Net income | 51,3 | 41,2 | 10,1 24,5% |
| (***) All functional areas include D&A which are restated for the purpose of the EBITDA calculation | |||
| Adjustments to EBITDA and Net Profit |
|||
| €/mln | 2022 | 2021 | |
| IPO costs | (0,7) | (5,6) | |
| Costs related to M&A transactions | (0,4) | ||
| Management Long Term Incentive Plan | (3,0) | (5,5) | |
| One-off costs related to re-organizations (mainly personnel costs and layoff) | (1,2) | (6,7) | |
| Contrubution to the Ukrainan population and one-off welfare | (0,9) | ||
| Other minor one-off costs | (0,1) | ||
| Adjustments (*) at EBITDA level | (5,8) | (18,2) | |
| (***) All functional areas include D&A which are restated for the purpose of the EBITDA calculation | |||
|---|---|---|---|
| €/mln | 2022 | 2021 | |
| IPO costs | (0,7) | (5,6) | |
| Costs related to M&A transactions | (0,4) | ||
| Management Long Term Incentive Plan | (3,0) | (5,5) | |
| One-off costs related to re-organizations (mainly personnel costs and layoff) | (1,2) | (6,7) | |
| Contrubution to the Ukrainan population and one-off welfare | (0,9) | ||
| Other minor one-off costs | (0,1) | ||
| Adjustments (*) at EBITDA level | (5,8) | (18,2) | |
| Accrual regarding previous years taxes | (5,1) | ||
| Write-off regarding a company in liquidation and a fiscal asset | (2,8) | ||
| Tax impact mainly arising from above adjustments and assets realignment (2021) | 2,4 | 8,7 | |
| (6,3) | (14,6) |

APPENDIX
| APPENDIX | ||||
|---|---|---|---|---|
| Reclassified | Consolidated Balance Sheet |
|||
| €/mln | 31Dec22 | 31Dec21 | Delta | |
| Tangible Assets | 214,3 | 210,6 | 3,8 | |
| Intangible Assets | 46,7 | 43,3 | 3,4 | |
| Goodwill | 132,9 | 132,1 | 0,8 | |
| Investments | 1,4 | 2,1 | (0,6) | |
| Deferred tax assets | 17,7 | 20,5 | (2,8) | |
| Other non-current Assets/Liab. | (14,6) | (15,1) | 0,5 | |
| Non-current Assets | 398,5 | 393,4 | 5,1 | |
| Inventory | 193,7 | 142,9 | 50,9 | |
| Trade Receivables | 141,1 | 120,1 | 20,9 | |
| Trade Payables | (185,1) | (149,1) | (36,0) | |
| Other current Assets/Liab. | (39,6) | (22,9) | (16,6) | |
| Net Working Capital | 110,1 | 91,0 | 19,1 | |
| Capital Employed | 508,7 | 484,5 | 24,2 | |
| Net Debt | 90,7 | 126,6 | (36,0) | |
| Equity | 418,0 | 357,8 | 60,2 |
| €/mln 2022 2021 Delta |
|---|
| Cash flows provided by (used in) operating activities 77,2 62,1 15,1 |
| Cash flows provided by (used in) investing activities (48,4) (39,9) (8,4) |
| Cash flows provided by (used in) financing activities (52,6) (46,7) (5,8) |
| Net increase (decrease) in cash and cash equivalents (23,7) (24,6) 0,9 |
| Cash and cash equivalents, at beginning of the year 207,0 225,4 (18,4) |
| Of which, change in exchange differences 0,0 (6,1) 6,2 |
| Cash and cash equivalents, at end of the year 183,2 207,0 (23,7) |
| Net increase (decrease) in cash and cash equivalents (23,7) (24,6) 0,9 |

APPENDIX
| APPENDIX | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Income Statement from |
Notes to |
Financial | Statements | |||||
| €/mln | 2022 | 2021 | Delta | Var.% | |||||
| Revenues | 835,6 | 673,7 | 161,9 | 24,0% | |||||
| Cost of sales | (657,0) | (528,8) | (128,3) | 24,3% | |||||
| Industrial Gross Profit | 178,6 | 144,9 | 33,6 | 23,2% | |||||
| Research, Development and Innovation Costs | (37,2) | (31,9) | (5,3) | 16,7% | |||||
| Selling Expenses | (28,9) | (22,6) | (6,3) | 27,9% | |||||
| 35,4% | |||||||||
| General and Administrative Expenses | (48,8) | (36,1) | (12,8) | (162,7%) | |||||
| Other income and expenses | 7,3 | (11,6) | 18,8 | ||||||
| EBIT | 70,9 | 42,8 | 28,0 | 65,5% | |||||
| Financial income | 13,2 | 11,4 | 1,8 | 16,0% | |||||
| Financial expense | (16,9) | (15,1) | (1,8) | 11,7% | |||||
| Profits/(Losses) from equity investments | (0,6) | 0,5 | (1,1) | (221,9%) | |||||
| EBT | 66,7 | 39,7 | 27,0 | 68,1% | |||||
| Income taxes | (21,7) | (13,1) | (8,6) | 65,4% | |||||
| Net Profit | 45,0 | 26,5 | 18,4 | 69,5% | |||||
| Consolidated | Balance Sheet from |
Notes to |
Financial Statements |
||||||
| €/mln | 31Dec22 | 31Dec21 | |||||||
| ASSETS | €/mln | 31Dec22 | 31Dec21 | ||||||
| NON-CURRENT ASSETS | EQUITY Share Capital |
11,3 | 11,2 | ||||||
| Property, plant and equipment | 214,3 | 210,6 | Other reserves | 108,5 | 108,5 | ||||
| Intangible assets | 46,7 | 43,3 | Retained earnings | 296,2 | 236,1 | ||||
| Goodwill | 132,9 | 132,1 | Total Equity owners of the parent | 416,0 | 355,9 | ||||
| Equity Investments | 1,4 | 2,1 | Non-controlling interest equity | 2,0 | 1,9 | ||||
| Deferred tax assets | 29,1 | 28,7 | TOTAL EQUITY | 418,0 | 357,8 | ||||
| Other non-current assets | 0,9 | 0,9 | LIABILITIES | ||||||
| Non-current assets | 425,4 | 417,7 | NON-CURRENT LIABILITIES | ||||||
| CURRENT ASSETS | Bank borrowings and other lenders | 206,7 | 253,9 | ||||||
| ASSETS | EQUITY | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | |||||||||||
| Property, plant and equipment | 214,3 | 210,6 | |||||||||
| Intangible assets | 46,7 | 43,3 | |||||||||
| Goodwill | 132,9 132,1 |
||||||||||
| Equity Investments | 1,4 | 2,1 | |||||||||
| Deferred tax assets | 29,1 | 28,7 | |||||||||
| Other non-current assets | 0,9 | 0,9 | LIABILITIES | ||||||||
| Non-current assets | 425,4 | 417,7 | NON-CURRENT LIABILITIES | ||||||||
| CURRENT ASSETS | |||||||||||
| Inventories | 142,9 | ||||||||||
| Trade receivables | 141,1 | 120,1 | |||||||||
| Other current assets | 30,6 | 25,0 | |||||||||
| Other financial assets | 11,1 | 0,0 | |||||||||
| Cash and cash equivalents | 183,2 | 207,0 | |||||||||
| Current assets | 559,7 | 495,0 | CURRENT LIABILITIES | ||||||||
| €/mln | 31Dec22 | 31Dec21 | €/mln | 31Dec22 | 31Dec21 | |
|---|---|---|---|---|---|---|
| ASSETS | EQUITY | |||||
| NON-CURRENT ASSETS | Share Capital | 11,3 | 11,2 | |||
| Property, plant and equipment | 214,3 | 210,6 | Other reserves | 108,5 | 108,5 | |
| Intangible assets | 46,7 | 43,3 | Retained earnings | 296,2 | 236,1 | |
| Goodwill | 132,9 | 132,1 | Total Equity owners of the parent | 416,0 | 355,9 | |
| Equity Investments | 1,4 | 2,1 | Non-controlling interest equity | 2,0 | 1,9 | |
| Deferred tax assets | 29,1 | 28,7 | TOTAL EQUITY | 418,0 | 357,8 | |
| Other non-current assets | 0,9 | 0,9 | LIABILITIES | |||
| Non-current assets | 425,4 | 417,7 | NON-CURRENT LIABILITIES | |||
| CURRENT ASSETS | Bank borrowings and other lenders | 206,7 | 253,9 | |||
| Inventories | 193,7 | 142,9 | Provisions for risks and charges | 6,5 | 6,1 | |
| Trade receivables | 141,1 | 120,1 | Deferred tax liabilities | 11,4 | 8,2 | |
| Other current assets | 30,6 | 25,0 | Other non-current liabilities | 0,5 | 0,7 | |
| Other financial assets | 11,1 | 0,0 | Employee benefits | 8,5 | 9,2 | |
| Cash and cash equivalents | 183,2 | 207,0 | Non-current liabilities | 233,6 | 278,1 | |
| Current assets | 559,7 | 495,0 | CURRENT LIABILITIES | |||
| TOTAL ASSETS | 985,1 | 912,7 | Current bank borrowings and other lenders | 69,3 | 70,7 | |
| Other financial payables | 9,0 | 9,0 | ||||
| Trade payables | 185,1 | 149,1 | ||||
| Provisions for risks and charges | 0,0 | 0,0 | ||||
| Other current liabilities | 70,2 | 47,9 | ||||
| Current liabilities | 333,5 | 276,8 | ||||
| TOTAL LIABILITIES AND EQUITY | 985,1 | 912,7 |