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Sesa Interim / Quarterly Report 2018

Sep 20, 2018

4086_ir_2018-09-20_ddff7460-09a5-41ff-80f7-8e3852581cb1.pdf

Interim / Quarterly Report

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31 July

Interim Report

2018

Sesa SpA , Registered office: Via Piovola no. 138 – 50053 Empoli (Province of Florence) - Share Capital: Euro 37,126,927; Fiscal Code, Florence Register of Companies and VAT no. 07116910964

Index

Governing and supervisory bodies of Sesa SpA 2
Highlights of Group results 3
Main Financial Indicators 4
Structure of the Sesa Group at 31 July 2018 5
Foreword 6
Accounting policies and standards 6
Significant events in the period 7
Operating conditions and business development 8
Performance of operations 13
General economic and trend 13
Development of demand and performance of the sector in which the Group operates 14
Main income statement data of the Sesa Group 15
Main balance sheet data of the Sesa Group 18
Main income statement data of the VAD Sector 20
Main income statement data of the SSI Sector 21
Main income statement data of the Corporate Sector 22
Segment Reporting 23
Relations with subsidiaries, associates, controlling companies and related concerns 25
Significant events after the period-end 25
Outlook on operations 25
Annexes 26
Attestation pursuant to article 154 bis of of Italian Legislative Decree no. 58/98 31

Governing and supervisory bodies of Sesa SpA

Board of Directors Holding office until
Paolo Castellacci Chairman approval of the FS at 30.04.2021
Giovanni Moriani Executive Vice - Chairman approval of the FS at 30.04.2021
Moreno Gaini Executive Vice - Chairman approval of the FS at 30.04.2021
Alessandro Fabbroni CEO approval of the FS at 30.04.2021
Angela Oggionni Independent Director approval of the FS at 30.04.2021
Luigi Gola Independent Director approval of the FS at 30.04.2021
Maria Chiara Mosca Independent Director approval of the FS at 30.04.2021
Angelica Pelizzari Non- Executive Director approval of the FS at 30.04.2021

To the Chairman, Paolo Castellacci, were granted all powers of ord. management for the strategic management of relations with Vendors and suppliers, power to represent the company legally and institutional relations.

To the CEO, Alessandro Fabbroni, were granted all the powers of ordinary management related to the management of the corporate functions of administration, finance, control, investor relations, legal, corporate duties, extraordinary finance organisation, IT, management of human resources, carrying out banking transactions and the management of equity investments in Corporate & Services Segment.

Corporate Governance Committees Holding office until
Strategic Committee
Luigi Gola (Chairman), member Paolo Castellacci, Alessandro Fabbroni, Giovanni Moriani, Angelica Pelizzari approval of the FS at 30.04.2021
Control and Risk Commitee and Related parties Committee
Maria Chiara Mosca (Chairman), members Luigi Gola, Angela Oggionni approval of the FS at 30.04.2021
Director in charge Alessandro Fabbroni approval of the FS at 30.04.2021
Remuneration Committee
Luigi Gola (Chairman), members Angela Oggionni, Maria Chiara Mosca approval of the FS at 30.04.2021
Board of Statutory Auditors Holding office until
Giuseppe Cerati Chairman approval of the FS at 30.04.2021
Luca Parenti Standing auditor approval of the FS at 30.04.2021
Chiara Pieragnoli Standing auditor approval of the FS at 30.04.2021
Fabrizio Berti Alternate auditor approval of the FS at 30.04.2021
Daria Dalle Luche Alternate auditor approval of the FS at 30.04.2021
Supervisory Board pursuant to Law 231/2011 Holding office until
Luca Parenti Chairman approval of the FS at 30.04.2021
Giuseppe Cerati Member approval of the FS at 30.04.2021
Chiara Pieragnoli Member approval of the FS at 30.04.2021
Michele Ferri, Internal Audit Manager
Independent Auditors Holding office until
Independent Auditors in charge of statutory audit of accounts PricewaterhouseCoopers SpA approval of the FS at 30.04.2022
Francesco Billi, Controller and Manager of administrative processes
Listing Market
Electronic stock market (MTA), Milan (Italy) (1) STAR Segment
Share Capital 37,126,927.50
Outstanding shares 15,494,590
Stake held by the controlling company ITH SpA 52.81%
Specialist operator Intermonte Sim SpA

Conxi Palmero, Investor Relation Manager

Highlights of Group results

Consolidated income statement data at 31 July of each year (3 months)
(in thousands of euros) 2018 2017 2016 2015 2014
Revenues 347,715 314,685 293,199 279,265 259,067
Total revenues and other income 349,642 316,869 294,913 280,582 260,294
EBITDA (Earnings before amortisation and depreciation,
other provisions, financial charges and taxes)
15,685 13,114 12,392 11,391 12,389
EBIT 11,666 10,185 8,748 8,317 8,729
EBT 10,566 9,114 7,998 7,177 7,122
Profit (loss) for the period 7,235 6,008 5,219 4,638 4,488
Profit (loss) for the period attributable to the Group 6,479 5,501 4,882 4,497 4,237
Consolidated balance-sheet data at 31 July of each year
(in thousands of euros) 2018 2017 2016 2015 2014
Total Net Invested Capital 218,224 211,319 197,326 188,378 177,327
Total equity 217,143 204,738 184,667 165,415 148,529
- attributable to the Group 207,206 196,416 177,160 160,399 144,992
- attributable to non-controlling interests 9,937 8,322 7,507 5,016 3,537
Net Financial Position (Net Liquidity) 1,081 6,581 12,659 22,963 28,798
Total Equity and Net Financial Position 218,224 211,319 197,326 188,378 177,327
Consolidated profitability ratio at 31 July of each year (3 months)
2018 2017 2016 2015 2014
EBITDA / Revenues and other income 4.49% 4.17% 4.23% 4.08% 4.78%
EBIT / Revenues and other income (ROS) 3.34% 3.24% 2.98% 2.98% 3.37%
Profit attributable to the Group / Total Revenues and
other income
1.85% 1.75% 1.67% 1.61% 1.64%
Human Resources, amount at period-end (1)
(unit or thousands of euros) 2018 2017 2016 2015 2014
Number of employees at period-end 1,754 1,476 1,262 1,101 1,026
Average number of employees 1,698 1,451 1,182 1,030 1,000
Personnel costs 23,454 19,345 16,765 13,384 12,746

(1) Including fixed-term contracts, excluding internships

Main Financial Indicators

Financial indicators

Sesa 2018 2017 2016 2015 2014
(Euro)
Trading stock Market (1) MTA - Star MTA - Star MTA - Star MTA -Star MTA
Stock price (31 July of each year) 30.20 24.65 14.50 15.54 13.12
Dividend per share (2) (*) 0.60 0.56 0.48 0.45 0.45
Dividend paid (in millions of euros) (3) 9.297 8.677 7.513 7.043 6.984
Pay Out Ratio (4) 31% 32% 30% 31% 32%
Outstanding shares (in millions of euros) 15.49 15.49 15.65 15.65 14.85
Market capitalisation (in millions of euros at 31 July of
each year)
467.9 381.9 226.9 143.2 194.8
Market to Book Value (**) 2.2 1.9 1.2 1.5 1.3
Dividend Yield (on Stock price at 31 July) (***) 2.0% 2.3% 3.3% 2.9% 3.4%
Sesa 2018 2017 2016 2015 2014
(Euro)
Earnings per share (base) (****) 1.74 1.62 1.55 1.40 1.48
Earnings per share (diluted) (*) 1.73 1.62 1.54 1.39 1.40

1) Sesa entered into AIM following the merger with Made In Italy 1 SpA, a SPAC (special purpose acquisition company) established under Italian law, listed on the AIM market. The merger between Sesa SpA and Made In Italy 1 SpA (SeSa SpA) was completed on February 1, 2013. Listing on MTA market realized in October 2013. Transition on STAR segment completed on February 2015.

(2) For the FY ended April 30, 2018 calculated according to the resolution on dividends approved by the Shareholders' Meeting of August 24, 2018

(3) Dividend gross of treasury shares

(4) Dividend gross of treasury shares/Consolidated Net Profit at April 30

(*) Dividend paid on the current period

(**) Market Capitalisation as of July 31 of every Fiscal Year/Consolidated Group equity

(***) Dividend per share/market value per share as of July 31 of every Fiscal Year

(****) Consolidated net profit/average number of ordinary shares net of treasury shares in portfolio

(*****)Consolidated net profit/average number of ordinary shares net of treasury shares in portfolio and inclusive of impact resulting from Stock Options/Grants Plans, warrants and/or convertible bonds. At the time of writing there are no warrants nor any kind of convertible bonds outstanding

Structure of the Sesa Group at 31 July 2018

The Sesa Group is organised into three main divisions. The VAD Segment (Value-Added ICT Distribution) managed through the subsidiary Computer Gross Italia SpA, ) operating in the IT distribution sector, the Software and System Integration Segment (SSI), which offers through the subsidiary Var Group SpA value IT solutions to customers belonging to the SME and Enterprise segment, and the Corporate Segment which manages corporate functions for all the Group companies and the Group's financial and operational platform through the parent company Sesa SpA.

Subsidiaries, consolidated on a line-by-line basis, are marked azure (companies belonging to the System and Software Integration Segment), green (companies belonging to the Value-Added ICT Distribution Segment) and blue (companies belonging to the Corporate Segment). Associated companies are marked grey (share capital between 20% and 50%) and valued at equity, and subsidiaries, valued at cost inasmuch as they are not significant and/or not yet operational, are marked white.

For more details on the scope of consolidation and the investments held by Sesa SpA, please see the Notes to the Group' Consolidated Financial Statements and related Annex at 30 April 2018.

Foreword

The information included in this Interim Report and the comments reported therein are intended to provide an overview of the patrimonial, financial and economic position of Sesa Group (hereinafter the "Group"), the relative changes that occurred during the period, as well as the significant events that have occurred affecting the result of the period.

The Interim Report at 31 July 2018 is referred to the first three months and represents the first quarterly report prepared by the parent Sesa SpA for the fiscal year ended at 30 April 2019.

For a better evaluation of the economic-financial trend of the Group, in this Report are presented the Reclassified Balance Sheet and Income Statement for the period ended at 31 July 2018 and for the corresponding period of the previous year, jointly to some alternative performance indicators.

This Interim Report of the Group at 31 July 2018 has not been audited.

Accounting policies and standards

The Interim Report of Sesa Group at 31 July 2018 (hereinafter the "Interim Report") has been prepared pursuant to art.154-bis, paragraph 5 of Legislative Decree no. 58/1998 and the provisions of Consob. The interim Report has been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union and in force at the time of approval of this Interim Report. Consolidated income statement, statements of financial position, statement of cash flows and statement of changes in at 31 July 2018 are set out in the attached annex.

Accounting policies and standards adopted in the preparation of the Interim Report at 31 July 2018 are consistent with those adopted in the preparation of the Consolidated Financial Statements of the Group for the year ended at 30 April 2018, taking into account those specifically applicable to interim reports. The Interim Report at 31 July 2018 includes the Interim Report of Sesa SpA, as well as Interim Reports of the subsidiaries at 31 July 2018. These Interim Reports have been adjusted, where due, to ensure compliance with IFRS.

Regarding the scope of consolidation (on a line-by-line basis) compared to the Annual Financial Report at 30 April 2018 are reported the following changes: the entry of Panthera Srl, following the acquisition of the ERP company branch Panthera carried out on 7 May 2018, and Var Engineering Srl following the reorganization and enhancement of services in Digital Manufacturing sector.

Some estimates and assumptions have been made that affect the amounts of revenues, expenses, assets and liabilities and the disclosure of contingent assets and liabilities at the date of the interim report. They have been applied consistently to the periods and the comparative periods showed in this document. In addition to the financial measures envisaged by the IFRS, other measures deriving from the latter are also illustrated in the interim report, despite not being envisaged by the IFRS (Non-GAAP Measures).These measures are presented in order to allow a better assessment of the Group's operations and are not considered as alternative to those envisaged by IFRS.

Significant events in the period

With reference to the first three months of the fiscal year Sesa Group recording a growth of the main economic and financial indicators, which, thanks to investements in human capital and technological infrastuctures and the focus on development of the more value-added business lines of the ICT market.

The VAD Sector, active in the IT value distribution market and headed by the wholly-owned subsidiary Computer Gross Italia SpA, continued its efforts to expand the portfolio of solutions offered to customers and the specialization of human resources.

The results of the first three months confirm the return to profitability growth achieved in the second half of the fiscal year ended 30 April 2018, thanks to the growth in revenues, the consolidation of the commercial margin and the reduction in the incidence of operating costs.

The Software e System Integration (SSI) Sector, active in offering IT services and solutions to the SME and Enterprise segments, records relevant growth in revenues and profitability, confirming the trend of the year ended 30 April 2018 and benefiting from the development of the businiess area with the highest profitability (ERP& Industry Solutions, Managed and Security Services, Digital Solutions).

The growth in turnover and operating profitability recorded in the quarter was determined, among other things, by investments in company acquisitions made in the previous fiscal year: the companies recently included in the scope of consolidation, Tech-Value Srl (active in the IT services sector and PLM solutions for "engineering intensive" customers) and Panthera Srl (active in the ERP market for SME and Enterprise customers) contributed about 50% of the growth in the period.

In the quarter under review, the following significant events were reported:

  • purchase of the Panthera ERP business on 7 May 2018 by the subsidiary Panthera Srl. The contribution of Panthera Srl to the results of the Sesa Group is recognized as of May 2018;
  • reorganization and strengthening of the offer of Var Engineering Srl, a center of expertise in the Digital Manufacturing sector, whose consolidation was started in May 2018.

Among the corporate events, on 12 July 2018 was held the Board of Directors of Sesa SpA, which approved the Group's Consolidated financial statements and the statutory financial statements of Sesa SpA at 30 April 2018, proposing the distribution of a dividend of Euro 0.60 per share, with a 7.1% increase compared to Euro 0.56 per share in the previous year, with payment on 24 September 2018.

During that meeting, the Board of Directors also adopted the following resolutions:

  • Approval of Remuneration Report pursuant to art. 123-ter of Legislative Decree n. 58/1998 and Report on Corporate Governance and Ownership Structures pursuant to art. 123-bis of Legislative Decree n. 58/1998;
  • Proposal to Shareholders' Meeting for the authorization for the purchase (for a maximum amount of Euro 2.5 million and for an amount not exceeding 10% of share capital) and disposal of treasury shares.

The shareholders' Meeting on 24 August 2018 approved the financial statements at 30 April 2018 and the related proposal for dividend distribution of Euro 0.60 per share, in the modalities proposed by the Board of Directors held on 12 July 2018.

The Shareholders' Meeting also approved the proposal to authorize the purchase and disposal of treasury shares and provided for the renewal of the corporate bodies for the next three years.

The Chairman, Paolo Castellacci, the CEO, Alessandro Fabbroni, as well as the Excecutive Vice-Chairmen, Giovanni Moriani e Moreno Gaini, have been confirmed for the next three years.

Furthermore Maria Chiara Mosca, as an independent director appointed by the minority shareholders on the basis of the statutory meccanism of the voting list, and Angelica Pelizzari, Angela Oggioni and Luigi Gola, as Non-Executive Directors, have been nominated.

Operating conditions and business development

The Sesa Group is a major Italian operator in offering of value-added IT services and solutions and partner of the leading international software and hardware vendors for the enterprise segment. The Sesa Group is able to offer a wide range of software and hardware solutions in addition to the integration and specialised consultancy services in support of their own clients.

The Group's activities are divided into three segments:

  • the Corporate Segment, includes the activities relating to the governance and management of the Group's operating machine and financial platform, centralized at the parent company Sesa SpA. In particular, for the main operating companies of the Group, the Administration, Finance and Control, Information Technology, Investor Relations, Corporate Affairs and Governance, Legal and Internal Audit functions are managed by the parent company Sesa SpA. The activities involved in supplying logistics services (product storage, assembly, customisation and handling) applied to ICT, which are managed by the fully owned subsidiary ICT Logistica srl. The Corporate Segment also includes Cloud Computing and marketing services supporting the ICT Channel provided by Arcipelago Cloud Srl and Idea Point Srl;
  • the VAD Segment includes the activities involved in the value-added distribution of the main software and hardware technologies focusing on datacentre, enterprise software and networking segment. The VAD division is managed by the subsidiary Computer Gross Italia SpA and focuses on value products (servers, storage, software enterprise, networking and systems);
  • the Software and System Integration (SSI) Segment, includes the activities involved in the supply of IT services and solutions, software solutions and to support the digital transofrmation, IT consultancy aimed at supporting customer companies, focusing on SME and Enterprise segments. The Software and System Integration division is managed by the fully owned subsidiary Var Group SpA;

Corporate Segment

Sesa SpA

The Parent Company Sesa SpA provides administrative and financial services, organisation, planning and control, management of information technologies, human resources, corporate and legal affairs services for the main companies of the Group and also acts as a holding company. The shares of the Parent Company Sesa SpA are listed on the Electronic Stock Market (MTA, Mercato Telematico Azionario), STAR Segment.

Sesa holds the fully owned of Computer Gross Italia SpA and Var Group SpA, managing the functions of Administration, Finance and Control, Human Resources and Training, Organization, Information Technology, Investor Relations, Corporate Affairs and Corporate Governance, Legal and Audit for the main companies of the Group.

ICT Logistica Srl

The Company, which is 100% owned by Sesa SpA (of which 66.66% through Computer Gross Italia and 33.33% through Var Group SpA) provides logistics services (product storage, assembly, customisation and handling) applied to ITC on behalf of main Group's companies and other relevant customers operating in such sector.

Arcipelago Cloud Srl

The Company, which is wholly owned by Sesa SpA, is engaged in the provision of cloud computing services to support the ICT distribution channel. It designs, implements and develops cloud computing solutions.

Idea Point Srl

The Company, which is wholly owned by Sesa SpA, operates in the marketing and promotion sector, supporting the ICT channel and operating companies of the Group.

Software and System Integration Segment (SSI)

Business Unit Business Technology Solutions ("BTS")

Var Group SpA

The Company, which is 100% owned by Sesa Spa, is one of the reference system integrators of the Italian IT market for the SME and Enterprise segments with a turnover of around Euro 300 million at 30 April 2018 (including that of the revenue companies). Var Group has developed an integrated offer of IT solutions with a model based (also through its subsidiaries) on 4 business units: Business Technology Solutions, Managed and Security Services, ERP & Industry Solutions, Digital Solutions.

The Financial Solutions and Innovation business units also support the integration of the offer.

Var Group Srl

The Company, which is wholly owned by Var Group SpA, markets hardware and software services and solutions for the parent company Var Group SpA in central Italy.

Var Group Nord Ovest Srl

The Company, which is wholly owned by Var Group Srl, provides IT services and solutions in the North-West of Italy (through the branches of Milan, Turin and Genoa).

Var Aldebra Srl

The Company, which is 51% owned by Var Group srl, provides IT services and solutions in the the North-Eastern Italy (through the branches of Bologna, Verona, Treviso, Trento e Bolzano).

Business Unit Managed & Security Services

Leonet Srl

The Company, which is wholly owned by Var Group SpA, operates in the telecommunications services sector, cloud computing and systems assistance sectors, with a portfolio of services that meets the requirements of business and professional customers.

My Smart Services Srl

The Company, which is wholly owned by Var Group SpA, provides management, maintenance, technical assistance and repair services of computers and IT products on the Italian market.

Var Service Srl

The Company, which is 52.59% owned by My Smart Services Srl, provides services for the maintenance, technical assistance and repair of computers and IT products.

MF Services Srl

The Company, which is 70% owned by My Smart Services Srl, provides services for the maintenance, technical assistance and repair of computers and IT products, in central and northern Italy.

Yarix Srl

The Company, 50% owned by Var Group SpA, is active in the field of services and technology solutions for the IT security of private companies and public administrations.

Yarix Srl opened a R&D center in Tel Aviv for the development of innovative security systems.

Cosesa Srl

The Company, which is 100% owned by Var Group SpA, provides Strategic Outsourcing services to the major corporate customers.

Var Engineering Srl

The Company, which is 93% owned by Tech-Value Srl, is active in the Digital Manufacturing sector and a reference IT partner in the implementation of Product Lifecycle Management, Process Transformation and Virtual Manufacturing projects. It entered in the scope of consolidation from May 2018.

Business Unit ERP & Industry solutions

Sirio Informatica e Sistemi SpA

The Company, which is 51% owned by Var Group SpA, develops and markets proprietary ERP software and applications for small- and medium-sized businesses.

Panthera Srl

The Company, which is 89% owned by Sirio Informatica e Sistemi SpA and 11% owned by Var Group SpA, operates in the development and marketing of ERP software and proprietary applications for the SME and Enterprise market with customers operating in the main Italian production districts. The Company entered in the scope of consolidation from May 2018.

Var Sirio Industria Srl

The Company, which is 55% owned by Sirio Informatica e Sistemi SpA, operates in the technological innovation sector (Industry 4.0), specialized in production, IoT and Energy.

Var One Srl

The Company, which is 65% owned by Var Group SpA, provides solutions and integrated services on the SAP Business One platform. Thanks to its network of qualified partners and a widespread presence on the territory it is one of the main SAP Business One expertise centres in Italy.

Synergy Srl

The Company, 51% owned by Var One SpA, operates in the solutions and integrated services sector on the SAP Business One platform for SME market. Synergy Srl provides consulting, business solutions and services to their customers concentrated in central of Italy.

BMS SpA

The Company, 51% owned by Var Group SpA, is a leading consulting firm, focused on SAP ERP services. BMS SpA operates mainly in Northern Italy, with reference to Enterprise clients.

Apra SpA

The Company, which is 75% owned by Var Group SpA, is a System Integrator active in Central and Eastern Italy that offers software solutions and specific ERP to many production sectors (Furniture, Wine, etc).

Centro 3Cad Srl

80% owned by Apra SpA, it develops 3cad products in the furniture industry area. It operates in partnership with DAU and Intres, with which it forms the Consorzio 3cad for the development and support of the graphic products suite of the "3cad evolution" configurator in Italy and in the world.

Sailing Srl

The Company, which is 51% owned by Var Group SpA, operates in the production and marketing of software and IT services for the Retail sector, with large retailers as major customers.

Var Prime Srl

The Company, which is 51% owned by Var Group SpA, is a leader in Italy for the services on the Microsoft Dynamics platform dedicated to the SME segment with value-added expertise through integrated solutions and project management for major industrial sectors.

Tech-Value Srl

The Company, 51% owned by Var Group SpA, is specialized in IT services and PLM solutions towards "engineering intensive" companies in manufacturing sector with over 1,000 customers and over 120 resources in its branches in Milan, Turin, Genoa, Bologna, Roncade (TV), Fara Vicentina (VI), Viareggio (LU) and Barcelona (Spain). Tech-Value SpA fully owns the companies CCSTeam Srl, Tech.In-Nova Srl, Tech-Value IBERICA SI and through the latter Tech-Value dels Pirineus s.l., Tech-Value Srl and CCSTeam Srl entered in the scope of consolidation starting from January 2018.

Delta Phi Sigla Srl

The Company, which is wholly owned by Var Group SpA, develops and markets software and proprietary applications for the Small Business market. Specifically, it owns the SIGLA++ software platform, which has a user database of a few thousands of customers throughout Italy, mainly small businesses.

Business Unit Digital Solutions

Var Group Digital Srl

The Company, which is wholly owned by Var Group SpA, provides IT solutions for its business customers, with particular reference to the digital area (web marketing, e-commerce and digital solutions) for the business and finance segment.

Agenzia senza nome Srl

The Company, 71.25% owned by Apra SpA, offers digital agency services with specific skills in creating and implementig web sites/e-commerce and digital marketing.

Globo Informatica Srl

The Company, which is 58% owned by Var Group SpA, is an IT Consulting company specialized in Digital Transformation solutions enabled by Enterprise Content and Information Management platforms of Vendor's software OpenText, of which it is a key partner for the Documentum Family and point of reference in the Italian market.

AFB Net Srl

The Company, 62% owned by Var Digital Srl, is active in the digital transformation sector with specific expertise on omnichannel projects, digital marketing, social, BPM and IBM Asset Management Solutions.

Value Added Distribution (VAD) Segment

Computer Gross Italia SpA

The Company, which is wholly owned by Sesa SpA, distributes value-added ICT products to dealers (software houses, system integrators and dealers) with a portfolio of about 12,000 active customers in Italy, which in turn are present and operate in the small and medium business, corporate and public administration markets. Computer Gross Italia SpA is a leading Italian operator in the marketing of products and solutions provided by the main international vendors, including Citrix, Cisco, Dell, EMC², HP, HPE, IBM, Lenovo, Lexmark, Microsoft, Oracle, Symantec, Vmware. Computer Gross Italia SpA with about 300 employees is organized into Business Units with technical and sales personnel dedicated to market segments (software, networking, POS) and / or to strategic distributed brands.

The Company, with revenues equal to Euro 1,114 million and a net profit of Euro 20.3 million in the year ended 30 April 2018, is the main subsidiary of the Sesa Group.

ICOS SpA

Icos SpA, 51% owned by Computer Gross Italia SpA, is a value-added distributor of enterprise software and data center solutions on the Italian market with branches in Ferrara, Milan and Rome, with an historical partnership with the Vendor Oracle and furthermore distributor of NetApp, CommVault and Huawei solutions. Icos SpA entered in the scope of consolidation starting from November 2017.

Computer Gross Nessos Srl

Computer Gross Nessos Srl, which is 60% owned by Computer Gross Italia SpA, employs the personnel dedicated to the management of Networking products and solutions, a sector in which it is the Italian market leader thanks to the completeness and added value range of the products offered. In particular, its brand portfolio includes Cisco which is a leading vendor at global level in the networking market.

ITF Srl

The Company, which is wholly owned by Computer Gross Italia SpA, is the related Financial Services business unit, which provides financial services and solutions in support of the customer business partners. ITF controls Integration Customer Center Srl.

Computer Gross Accadis Srl

The Company, which is 51% owned by Computer Gross Italia SpA, markets Hitachi Data Systems solutions on behalf of its parent Company Computer Gross Italia SpA.

Performance of operations

General economic trend

The world economy continues its development trend: in the two-years 2018-2019, a further consolidation of the growth trend of the world economy is expected (+3.9% expected annual for both 2018 and 2019) compared to a previous three-years period, which recorde a growth of +3.2% in 2016 and in 2015 and +3.7% in 2017. However, the differences between countries are more marked with an expansion rate that seems to have peaked in some of the major economies. Among the advanced economies, the divergences are greater between the United States (+2.9% in 2018) on one side, and Europe (+2.2% in 2018) and Japan (1.0% in 2018) on other. (source: IMF – WEO, July 2018).

In 2017, after a previous two years with lower growth rates, growth in the Euro area recorded the highest growth rate in recent years (2.4%), thanks mainly to expansive monetary policy and to the acceleration of the world economy. For 2018 and 2019 the estimates of growth of +2.2% in 2018 and +1.9% in 2019 are confirmed; among the risk factors, that may affect the development prospects of the Euro area, international protectionist policies and the expected correction of monetary policy (source: IMF – WEO, July 2018).

Italy ended 2017 with an increase in GDP of 1.5% after two years, 2015 and 2016, with more moderate growth of less than 1%. In 2017 and 2018 are expected growth rates tendential reduction (+1.2% in 2018 and +1.0% in 2019) following the expected lower growth of the entire Euro area (source: IMF – WEO, July 2018).

GDP growth rate Change in GDP Change in GDP Change in GDP Change in GDP Change in
2015 2016 2017 2018 GDP 2019
(actual) (actual) (actual) (expected) (expected)
World +3.2% +3.2% +3.7% +3.9% +3.9%
Advanced Economies +2.1% +1.7% +2.4% +2.4% +2.2%
Emerging Market +4.0% +4.4% +4.7% +4.9% +5.1%
USA +2.6% +1.5% +2.3% +2.9% +2.7%
Japan +0.5% +1.0% +1.7% +1.0% +0.9%
China +6.9% +6.7% +6.9% +6.6% +6.4%
Great Britain +2.2% +1.8% +1.7% +1.4% +1.5%
Euro Area +2.0% +1.8% +2.4% +2.2% +1.9%
Italy +0.8% +0.9% +1.5% +1.2% +1.0%

The following table shows the final results for 2015, 2016 and 2017 and forecast GDP trend for 2018 and 2019 (source: IMF - WEO, July 2018).

Development of demand and performance of the sector in which the Group operates

The IT market consolidates a trend of progressive development with a more marked growth in the areas of greatest innovation, including advanced IT services: managed and security services, cloud computing solutions, collaboration solutions, digital transformation, IOT and cognitive computing.

Since 2015, the IT market in Italy has reversed its trend, showing growing growth rates with values well above the Gross Domestic Product. In 2017 there was a strengthening of the growth of the IT market (+1.9%), which began in 2016 (+1.6%) and is expected to continue in the next two years.. The progressive market development trend is expected to accelerate further in 2018 and 2019 (+2.4% in 2018 and +2.9% in 2019) (source: Sirmi, July 2018).

The recovery of the IT market was mainly driven by the development of the Management Services segment (+4.5% in 2016, +6.0% in 2017 and, 6.7% in 2018 and +7.6% in 2019E), which was the most dynamic and included IT services for infrastructures, security and cloud computing, the latter with growth rates of over 20% (source: Sirmi, July 2018).

The following table shows the trend in demand for IT in Italy in 2014-2017 and the forecasts for 2018 and 2019 (source Sirmi, July 2018).

Italian IT Market 2014 2015 2016 2017 2018E 2019E Ch.
15/14
Ch.
16/15
Ch.
17/16
Ch.
18/17
Ch.
19/18
(in millions of euros)
Hardware 6,427 5,886 6,006 6,044 6,095 6,160 -8.4% 2.0% 0.6% 0.8% 1.1%
Software 3,881 3,857 3,848 3,833 3,840 3,850 -0.6% -0.2% -0.2% 0.2% 0.3%
Project Services 3,557 3,475 3,423 3,436 3,468 3,505 -2.3% -1.5% 0.4% 0.9% 1.1%
Management Services 4,751 4,970 5,193 5,504 5,870 6,315 4.6% 4.5% 6.0% 6.7% 7.6%
Total IT Market 18,616 18,188 18,470 18,817 19,273 19,830 -2.3% 1.6% 1.9% 2.4% 2.9%
O/w Cloud Computing 954 1,128 1,510 1,862 2,282 2,784 28.7% 23.0% 23.3% 22.6% 22.0%
% Cloud on total IT 5.1% 6.8% 8.2% 9.9% 11.8% 14.0%

The IT distribution segment, where the Group operates through its main subsidiary Computer Gross Italia SpA (VAD Sector) grew by approximately 2% in 2017, with expectations of a slight acceleration in 2018 with rates between 2% and 3%, supported by the networking, enterprise software (analytics, security, etc.) segments.

Thanks to the development of the market areas connected with Technological Innovation (Digital transformation of companies and organisations, Security services and infrastructure and application Cloud services), the System Integrator segment recorded annual growth in 2017 of 5%, with development prospects in 2018 and 2019 in continuity with the previous year.

Main income statement data of the Sesa Group

The reclassified consolidated income statement at 31 July 2018 is shown below (data in thousands of euros), compared with the reclassified consolidated income statement of the same period of the prior year.

31/07/2018 31/07/2017 Change
Reclassified income statement (3 months) % (3 months) % 2018/17
Revenues 347,715 314,685 10.5%
Other income 1,927 2,184 -11.8%
Total Revenues and Other Income 349,642 100.0% (316,869) 100.0% 10.3%
Purchase of goods (279,880) 80.0% (262,151) 82.7% 6.8%
Costs for services and leased assets (29,959) 8.6% (21,581) 6.8% 38.8%
Personnel costs (23,454) 6.7% (19,345) 6.1% 21.2%
Other operating charges (664) 0.2% (678) 0.2% -2.1%
Total Purchase of goods and Operating Costs (333,957) 95.5% (303,755) 95.9% 9.9%
EBITDA 15,685 4.49% 13,114 4.14% 19.6%
Depreciation and Amortisation of tangible and
intangible assets (software)
(2,147) (1,487) 44.4%
Amortisation client lists and technological know-how (774) (485) 59.6%
Accruals to provision for bad debts and risks and
other non-monetary costs
(1,098) (957) 14.7%
EBIT 11,666 3.34% 10,185 3.21% 14.5%
Profit from companies valued at equity 108 170 -36.5%
Financial income and charges (1,208) (1,241) -2.7%
EBT 10,566 3.02% 9,114 2.88% 15.9%
Income taxes (3,331) (3,106) 7.2%
Net Profit 7,235 2.07% 6,008 1.90% 20.4%
Net profit attributable to the Group 6,422 5,501 16.7%
Net profit attributable to non-controlling interests 813 507 60.4%
Adjusted EBIT* 12,440 3.56% 10,670 3.37% 16.6%
Adjusted EBT* 11,340 3.24% 9,599 3.03% 18.1%
Adjusted Net Profit* 7,786 2.23% 6,336 2.00% 22.9%
*
Adjusted Net Profit attributable to the Group
6,973 5,829 19.6%

In the first three months of the year it should be noted a growth in the Group's main economic and financial indicators which, thanks to investments in human capital and technological infrastructures and the focus on the development of higher value-added business lines, benefited from an increase in consolidated revenues and profitability with growth rates of about 10% and 20% respectively.

Consolidated revenues for the period up by 10.5% from Euro 314,685 thousand at 31 July 2017 to Euro 347,715 thousand at 31 July 2018 thanks to the growth recorded in both Group's main business segments. The VAD Sector showed a 6.6% growth compared to the same period of 2017, while the revenues of the SSI Sector increased by 29.1% compared to the same period of 2017.

Total Revenues and Other Income up by Euro 32,773 thousand (+10.3%), from Euro 316,869 thousand at 31 July 2017 to Euro 349,642 thousand at 31 July 2018.

The Gross Margin1 recorded an increase equal to Euro 15,044 thousand (+27.5%) passing from Euro 54,718 thousand at 31 July 2017 to Euro 69,762 thousand at 31 July 2018, thanks to an higher value-added mix of products and solutions.

* Adjusted EBIT and Adjusted EBT are gross of non-monetary items related to the Stock Grant plans towards Executive Directors and powered by buy back and gross of the amortization of intangible assets (client lists and technological know-how) recorded as a result of the Purchase Price Allocation (PPA) process. Adjusted Net profit and Adjusted Net profit attributable to the Group are gross of non-monetary items related to the Stock Grant plans towards Executive Directors and powered by buy back and gross of the amortization of intangible assets (client lists and technological know-how) recorded as a result of the Purchase Price Allocation (PPA) process, both net of the related tax effects.

1 Gross Margin determined as difference between the items Total Revenues and Other income and Purchase of goods.

The ratio between Gross Margin and Total Revenues and Other Income, equal to 20.0% at 31 July 2018, rose by 270 basis points compared to 17.3% recorded at 31 July 2017, thanks to the increase in gross margin recorded in both sectors and to the higher percentage of the turnover of the SSI Sector (characterised by an higher gross margin).

The Operating Costs trend, which reflecting also the change in the scope of consolidation compared to period ended at 31 July 2017 (with the inclusion of the companies Tech-Value Srl, CCS Team Srl, Icos SpA, Panthera Srl and Var Engineering Srl) is broken down as follows:

Period ended 31 July
(in thousands of euros) 2018 % 2017 % Change
Total Revenues and Other Income 349,642 100.0% 316,869 100.0% 10.3%
Consolidated Gross Margin 69,763 20.0% 54,718 17.3% 27.5%
Costs for services and leased assets (29,959) 8.6% (21,581) 6.8% 38.8%
Personnel costs (23,454) 6.7% (19,345) 6.1% 21.2%
Other operating charges (664) 0.2% (678) 0.2% -2.1%
Total Operating Costs 54,077 15.5% 41,604 13.1% 30.0%
Ebitda 15,685 4.49% 13,114 4.14% 19.6%

Personnel costs passed from Euro 19,345 thousand at 31 July 2017 (6.1% of the Revenues and other income) to Euro 23,454 thousand (6.7% of the Revenues and other income) at 31 July 2018, with a percentage growth of 21.2% deriving from the increase in the Group's average workforce (+17.0%) needed to cope with the growth in turnover and the inclusion in the scope of consolidation of recently acquired companies (overall count over 180 units compared to previuos period ended at 31 July 2017). The Tolal Group workforce passed from 1,476 units at 31 July 2017 to 1,754 units at 31 July 2018.

Average number of employees
at 31 July
Actual number of employees
at 31 July
Actual number of
employees at 30
April 2018
(in units) 2018 2017 2018 2017
Executives 18 16 18 16 18
Middle managers 134 102 145 105 122
Office workers 1,546 1,333 1,591 1,355 1,502
Total 1,698 1,451 1,754 1,476 1,642

Below is showed the average and actual number of the Group's employees:

Consolidated Ebitda at 31 July 2018 is equal to Euro 15,685 thousand (Ebitda margin 4.49%) recorded an increase of Euro 2,571 thousand (+19.6%) compared to Euro 13,114 thousand (Ebitda margin 4.14%) at 31 July 2017, thanks to the growth of gross margins in both the main sectors. The growth of the Ebitda result of the VAD secotr, mainly due to the increase in turnover and the containment of the incidence of operating costs, while the SSI benefits from higher revenues in the Business Units of the IT services and solutions with greater marginality, such as Managed & Security services, Digital and ERP & Industry Solutions.

Consolidated Ebit is equal to Euro 11,666 thousand (Ebit margin 3.34%) recording an increase of Euro 1,481 thousand (+14.5%) compared to Euro 10,185 thousand (Ebit margin 3.21%) at 31 July 2017, after amortisation and accruals to provision for bad debts and risks. Such increase mainly reflects the above-mentioned growth in Ebitda, net of the increase in tangible and intangible amortisation resulting from investments in technology and software solutions implemented by the Group to support commercial growth and supply and the increase in the item Amortisation client lists and technological know-how relating to recent acquisitions of companies.

Consolidated Ebt at 31 July 2018 is equal to Euro 10,566 thousand (Ebt margin 3.02%), with an increase of 15.9% compared to Euro 9,114 thousand (Ebt margin 2.88%) recorded in the previous period. The net balance of financial and income charges also recorded a slight improvement, passing from a negative balance of Euro 1,241 thousand at 31 July 2017 to a negative balance of Euro 1,208 thousand at 31 July 2018.

The item Financial income and charges can be broken down as follows:

Period ended at 31 July
(in thousands of euros) 2018 2017
Interest expense for assignments of receivables (272) (219)
Charges and commissions for assignments of receivables with recourse (276) (219)
Interest expense on bank accounts and loans (64) (152)
Other interest expense (320) (326)
Commissions and other financial charges (281) (528)
Financial charges relating to staff severance pay (TFR) (70) (56)
Total financial charges (1,283) (1,500)
Interest income on other short-term receivables 85 112
Other financial income 17 19
Interest income on bank deposits 13 16
Dividends from equity investments 2 0
Total financial income 117 147
Net financial charges (a) (1,166) (1,353)
Foreign exchange losses (795) (1,337)
Foreign exchange gains 753 1,449
Total foreign exchange management (b) (42) 112
Net financial management (a+b) (1,208) (1,241)

Consolidated net profit after taxes amounted to Euro 7,235 thousand (Eat margin 2.07%) at 31 July 2018. Recording an increase of 20.4% compared to Euro 6.008 thousand (Eat margin 1.90%) at 31 July 2017, also benefiting from a lower income tax rate. Excluding the amortization client list and technological Know-how, which includes the differences in value of the acquired companies, Adjusted Consolidated net profit records an even stronger positive evolution (+22.9%) passing from Euro 6,335 thousand at 31 July 2017 to Euro 7,786 thousand at 31 July 2018.

After non-controlling interests, Consolidated net profit attributable to shareholders at 31 July 2018 is equal to Euro 6,422 thousand, with an increase of 16.7% compared to Euro 5,501 thousand at 31 July 2017.

After non-controlling interests, Adjusted Consolidated net profit attributable to shareholders at 31 July 2018 is equal to Euro 6,973 thousand, with an increase of 19.6% compared to Euro 5,829 thousand at 31 July 2017.

Main balance sheet data of the Group

The reclassified consolidated balance sheet at 31 July 2018 is shown below (in thousands of euros). The comparative figures relating to the period ended 30 April 2018 are shown together with the figures of the period ended 31 July 2017, in order to provide a better analysis of the financial performance, considering the seasonal variations that usually characterise revenues from sales during the year.

Reclassified Balance Sheet 31/07/2018 31/07/2017 30/04/2018
Intangible assets 43,727 23,281 39,083
Property, plant and equipment 56,089 51,198 55,221
Investments valued at equity 8,506 8,960 9,179
Other non-current receivables and deferred tax assets 17,424 15,858 17,264
Total non-current assets (a) 125,746 99,297 120,747
Inventories 83,466 77,932 67,752
Current trade receivables 327,212 337,429 328,760
Other current assets 32,993 38,676 37,423
Current operating assets (b) 443,671 454,037 433,935
Payables to suppliers 251,977 246,769 295,706
Other current payables 63,507 68,823 62,967
Short-term operating liabilities (c) 315,484 315,592 358,673
Net working capital (b-c) 128,187 138,445 75,262
Non-current provisions and other tax liabilities 14,131 8,614 14,175
Employee benefits 21,578 17,809 20,495
Non-current liabilities (d) 35,709 26,423 34,670
Net Invested Capital (a+b-c-d) 218,224 211,319 161,339
Total Equity (f) 217,143 204,738 216,001
Medium-Term Net Financial Position 138,548 123,249 123,172
Short-Term Net Financial Position (137,467) (116,668) (177,834)
Total Net Financial Position (Net Liquidity) (g) 1,081 6,581 (54,662)
Equity and Net Financial Position (f+g) 218,224 211,319 161,339

During the period under review, the Group consolidated and further strengthened its capital structure. Non-current assets at 31 July 2018 are equal to Euro 125,746 thousand with an increase of Euro 26,449 thousand compared to the result at 31 July 2017, generated from investments in the period to support growth and in particular by:

  • increase of intangible assets rising from Euro 23,281 thousand at 31 July 2017 to Euro 43,727 thousand at 31 July 2018, due mainly to the acquisition of controlling interests of Icos SpA and Tech-Value Srl, as well as the purchase of the Panthera ERP business through Panthera Srl;
  • increase of property, plant and equipment rising from Euro 51,198 thousand at 31 July 2017 to Euro 56,089 thousand at 31 July 2018, mainly due to technological investments carried out by the Group in support of the development of cloud computing services towards the customers.

There is a further improvement in the efficiency of working capital management: Net working capital amounted to Euro 128,187 thousand at 31 July 2018 with a percentage reduction of 7.4% (equal to Euro 10,258 thousand) compared at 31 July 2017, thanks to the incidence contraction between Net Working Capital on Total Revenues and Other Income, which decreases to 9.2% at 31 July 2018 compared to 10.7% at 31 July 2017.

The Group's Net Financial Position at 31 July 2018 is negative (net debt) and equal to Euro 1,081 thousand with an improvement of Euro 5,500 thousand compared to Euro 6,581 thousand at 31 July 2017. The positive change in the Net Financial Position compared to the previous period is mainly attributable to the cash flow generated by operating management, net of investments in acquisitions of new companies and technological

infrastructures.

Details of the Group's Net Financial Position at 31 July 2018 are shown below (with figures in thousands of euros). Together with the comparative figures for the year ended 30 April 2018 are also included those for the period ended 31 July 2017, in order to provide a better analysis of the Net Financial Position considering the seasonality that usually characterises revenues from sales and consequently financial management during the year.

Net Financial Position 31/07/2018 31/07/2017 30/04/2018
Liquidity (229,056) (170,582) (247,194)
Current financial receivables (3,322) (1,901) (3,344)
Current financial debt 94,911 55,815 72,704
Net current financial debt (137,467) (116,668) (177,834)
Current financial debt 138,548 123,249 123,172
Net non-current financial debt 138,548 123,249 123,172
Net Financial Position 1,081 6,581 (54,662)

The change in Net Financial Position at 31 July 2018 compared to 30 April 2018, which showed a net liquidity equal to Euro 54,662 thousand, mainly reflects the seasonality of the business which is characterized by a greater absorption of working capital during the second half of the calendar year and so at 31 July compared to 30 April of every year.

Consolidated Group's equity at 31 July 2018 ammounted to Euro 217,143 thousand compared to Euro 204,738 thousand at 31 July 2017 and to Euro 216,001 thousand at 30 April 2018.

VAD Sector main economic figures

Below is shown the reclassified income statement of the VAD Sector (Euro thousand) as of 31 July 2018, compared with the previous year ended 31 July 2017.

VAD Segment
(in thousands of euros) 2018 % 2017 % Change
Revenues from third parties 267,026 252,097 5.9%
Inter segment revenues 20,496 17,727 15.6%
Revenues 287,522 269,824 6.6%
Other income 1,295 1,290 0.4%
Total Revenues and Other Income 288,817 100.0% 271,114 100.0% 6.5%
Purchase of goods (267,933) -92.8% (250,759) -92.5% 6.8%
Gross Margin 20,884 7.2% 20,355 7.5% 2.6%
Costs for services and leased assets (6,964) -2.4% (7,280) -2.7% -4.3%
Personnel costs (3,970) -1.4% (3,627) -1.3% 9.5%
Other operating charges (322) -0.1% (450) -0.2% -28.4%
Ebitda 9,628 3.3% 8,998 3.3% 7.0%
Amortisation/depreciation, provisions and other non
monetary costs
(1,615) (1,357) 19.0%
Ebit 8,013 2.8% 7,641 2.8% 4.9%
Profit from companies valued at equity 64 153 -58.2%
Financial income and charges (931) (791) 17.7%
Ebt 7,146 7,003 2.0%
Income taxes (2,091) (2,118) -1.3%
Net Profit 5,055 1.8% 4,885 1.8% 3.5%
Net profit attributable to non-controlling interests 7 10 -30.0%
Net profit attributable to the Group 5,048 4,875 3.5%

The VAD Sector in the quarter confirmed the positive performance achieved in the second half of the previous fiscal year, with the return to growth in both revenues and profitability.

Revenues and Other Income at 31 July 2018 amounted to Euro 288,817 thousand, up by 6.5% compared to Euro 271,117 thousand at 31 July 2017, overperforming the reference market showing expected growth less than 5% in 2018.

The growth in revenues was achieved in the most dynamic and innovative market areas such as enterprise software, networking and collaboration and supported by investments and initiatives aimed to expand the portfolio of solutions offered to customers and the human resources's specialization.

The Gross Margin2 increased by 2.6% during the period, from Euro 20,355 thousand (Gross Margin equal to 7.5%) at 31 July 2017 to Euro 20,884 thousand (Gross Margin equal to 7.2%) at 31 July 2018.

Thanks to the lower incidence of operating costs, the Ebitda in the period is equal to Euro 9,628 thousand (Ebitda margin 3.3%), up by 7.0% compared to Euro 8,998 thousand (Ebitda margin 3.3%) at 31 July 2017. Therefore, the VAD Sector continued to record in the quarter May-July 2018 the growth trend in profitability showed in the last quarters.

The Net profit in the period is equal to Euro 5,055 thousand, with an increase of 3.5% thanks to the positive trend of the operating profitability, net of higher amortisation and depreciation, mainly due to the beginning of the amortisation of the technological know-how and client lists recorded following the consolidation of the subsidiary Icos SpA. At 31 July 2018 the Net profit incidence on Total Revenues and Other Income remained stable at 1.8% compared to the corresponding period at 31 July 2017.

2 Gross Margin determined as difference between the items Total Revenues and Other income and Purchase of goods

SSI Sector main economic figures

Below is shown the reclassified income statement of the SSI Sector (Euro thousand) as of 31 July 2018, compared with the previous year ended 31 July 2017.

SSI Segment
(in thousands of euros) 2018 % 2017 % Change
Revenues from third parties 80,363 62,143 29.3%
Inter segment revenues 762 688 10.8%
Revenues 81,125 62,831 29.1%
Other income 1,102 1,275 -13.6%
Total Revenues and Other Income 82,227 100.0% 64,106 100.0% 28.3%
Purchase of goods (30,811) -37.5% (29,110) -45.4% 5.8%
Costs for services and leased assets (27,281) -33.2% (16,435) -25.6% 66.0%
Personnel costs (17,964) -21.8% (14,268) -22.3% 25.9%
Other operating charges (308) -0.4% (205) -0.3% 50.2%
Ebitda 5,863 7.1% 4,088 6.4% 43.4%
Amortisation, depreciation and other non-monetary costs (2,357) (1,527) 54.4%
Ebit 3,506 4.3% 2,561 4.0% 36.9%
Profit from companies valued at equity 64 17 276.5%
Financial income and charges (283) (454) -37.7%
Ebt 3,287 2,124 54.8%
Income taxes (1,173) (967) 21.3%
Net Profit for the year 2,114 2.6% 1,157 1.8% 82.7%
Net profit attributable to non-controlling interests 806 509 58.3%
Net profit attributable to the Group 1,309 648 102.0%

The SSI Sector in the quarter under review confirmed the positive performance achieved in the financial years with a double-digit growth both in terms of revenues and profitability.

Sector's revenues in the period grew by 29.1%, from Euro 62,831 thousand at 31 July 2017 to Euro 81,125 thousand at 31 July 2018, continuing the trend of the previous fiscal year and benefiting from the development of high value-added business areas such as Managed & Security Services, ERP & Industry Solutions, Digital Solutions, with the recent investments in innovation and corporate acquisitions (Tech-Value Srl, ERP company branch Panthera Srl).

In particular, the changes in the scope of consolidation recorded in the quarter contributed for approximately 50% to the quarterly growth in revenues and Ebitda.

Ebitda in the period is equal to Euro 5,863 thousand, up by 43.4% compared to 31 July 2017, with a significant growth in the Ebitda margin (+70 basis point), which rose from 6.4% at 31 July 2017 to 7.1% at 31 July 2018, supported in particular by the increasing incidence of revenues in the Managed and Security Services, ERP & Industry Solutions, Digital Solutions areas.

The Net profit for the period, equal to Euro 2,114 thousand, recorded an increase of 82.7% thanks to the growth in profitability and the positive contribution from the financial management, which passed from a negative net balance of Euro 454 thousand at 31 July 2017 to a negative net balance of Euro 283 thousand at 31 July 2018.

At 31 July 2018 the Net profit incidence on Total Revenues and Other Income further increased reaching 2.6% compared to 1.8% in the corresponding period at 31 July 2017.

Corporate Sector main economic figures

Below is shown the reclassified income statement of the Corporate Sector (Euro thousand) as of 31 July 2018, compared with the previous year ended 31 July 2017.

Corporate Segment 31 July
(in thousands of euros) 2018 % 2017 % Change
Revenues from third parties 324 445 -27.2%
Inter segment revenues 2,914 2,575 13.2%
Revenues 3,238 3,020 7.2%
Other income 599 540 10.9%
Total Revenues and Other Income 3,837 100.0% 3,560 100.0% 7.8%
Purchase of goods (55) -1.4% (181) -5.1% -69.6%
Costs for services and leased assets (2,019) -52.6% (1,870) -52.5% 8.0%
Personnel costs (1,520) -39.6% (1,450) -40.7% 4.8%
Other operating charges (49) -1.3% (32) -0.9% 53.1%
Ebitda 194 5.1% 27 0.8% 618.5%
Amortisation, depreciation and other non-monetary costs (47) (45) 4.4%
Ebit 147 3.8% (18) -0.5% 916.7%
Profit from companies valued at equity (20) - ns
Financial income and charges 6 4 50.0%
Ebt 133 3.7% (14) -0.4% 1050.0%
Income taxes (67) (21) -219.0%
Net Profit for the year 66 1.7% (35) -1.0% 288.6%
Net profit attributable to non-controlling interests - (13) ns
Net profit attributable to the Group 65 (22) 395.5%

The economic results of the Corporate Sector show a growth in revenues and operating results compared to the previous period ended 31 July 2017. The Net profit for the period is equal to Euro 66 thousand compared to a loss of Euro 35 thousand at 31 July 2017.

Segment Reporting

The criteria applied to identify the business segments being reported are in line with the procedures through which the management runs the Group. In particular, the organisation of the business segments being reported corresponds to the structure of the reports that are periodically analysed by the board of directors for the purposes of the management of the Group's business. Specifically, the main scope of operational analysis used by the Group is that relating to the following operating segments:

  • Value Added Distribution which, through the subsidiary Computer Gross Italia SpA, includes value added distribution of IT products and solutions in the server, storage, enterprise software and networking categories to the sector operators (software houses, technology integrators, resellers) for the realization of complex technological solutions aimed at end users mainly belonging to the SME and Enterprise segments;
  • Software and System Integration (SSI), which includes the offer of software, technology, services and consultancy, through the subsidiary Var Group SpA, aimed at training and supporting businesses as end users of IT. The Group provides services for the design, consultancy, development and installation of software and complex technology, pre- and after-sales assistance and strategic outsourcing.
  • the Corporate Segment, which includes the activities carried out by the parent company Sesa SpA (administration, finance, organisation, planninig and control, information technology, human resources, general and legal affairs), and logistics services (product storage, assembly, customisation and handling) managed by the company ICT Logistica Srl.

The operating segments of Value-Added Distribution and Software and System Integration are vertically integrated through the sale of IT products and solutions from Computer Gross SpA to Var Group SpA.

The Group's management assesses the performance of the different operating segments, using the following indicators:

  • revenues from non-controlling interests by operating segment;
  • Ebitda defined as profit for the year gross of amortisation, provisions for bad debts, provisions for risk provisions, figurative costs related to stock grant plans assigned to Executive Directors, financial income and charges, profit (loss) of companies valued at equity and taxes;
  • Profit for the year.

As Ebitda is not a recognized measure of financial performance under IFRS (Non-GAAP Measures) the quantitative calculation may not be unique. Ebitda is a measure used by management to monitor and evaluate the operating performance of the companies of the Group. The criteria in determining the Ebitda reported above and applied by the Group may not be consistent with that used by other companies or groups, and therefore the figures may not be comparable with that determined by such groups.

Value
Added
Software
and System
Corporate Eliminations Group Value
Added
Software
and System
Corporate Eliminations Group
(in thousands of
euros)
Distribution Integration Distribution Integration
Revenues from third
parties
267,026 80,363 324 347,713 252,097 62,143 445 - 314,685
Inter segment revenues 20,496 762 2,914 24,172 17,727 688 2,575 - 20,990
Revenues 287,522 81,125 3,238 (24,170) 347,715 269,824 62,831 3,020 (20,990) 314,685
Other income 1,295 1,102 599 (1,069) 1,927 1,290 1,275 540 (921) 2,184
Total Revenues and
Other Income
288,817 82,227 3,837 (25,239) 349,642 271,114 64,106 3,560 (21,911) 316,869
Purchase of goods (267,933) (30,811) (55) 18,919 (279,880) (250,759) (29,110) (181) 17,899 (262,151)
Costs for services and
leased
assets
(6,964) (27,281) (2,019) 6,305 (29,959) (7,280) (16,435) (1,870) 4,004 (21,581)
Personnel costs (3,970) (17,964) (1,520) (23,454) (3,627) (14,268) (1,450) - (19,345)
Other operating charges (322) (308) (49) 15 (664) (450) (205) (32) 9 (678)
Ebitda 9,628 5,863 194 - 15,685 8,998 4,088 27 1 13,114
Amortisation, depreciation
and write-downs and other
non-monetary costs
(1,615) (2,357) (47) - (4,019) (1,357) (1,527) (45) - (2,929)
Ebit 8,013 3,506 147 - 11,666 7,641 2,561 (18) 1 10,185
Profit from companies
valued at equity
64 64 (20) - 108 153 17 - - 170
Financial income and
charges
(931) (283) 6 - (1,208) (791) (454) 4 - (1,241)
Ebt 7,146 3,287 133 - 10,566 7,003 2,124 (14) 1 9,114
Income taxes (2,091) (1,173) (67) - (3,331) (2,118) (967) (21) - (3,106)
Profit for the year 5,055 2,114 66 - 7,235 4,885 1,157 (35) 1 6,008
Net profit attributable to
non-controlling interests
7 806 - - 813 10 509 (13) 1 (3,106)
Net profit attributable to
the Group
5,048 1,309 65 - 6,422 4,875 648 (22) - 5,501

The segment reporting for the period ended at 31 July 2018 and 31 July 2017 is broken down as follows:

Relations with related parties and Group's companies

Regarding the relations with related parties, it should be noted that the transactions carried out with these parties, including intragroup transactions, were concluded at market conditions and with reciprocal economic convenience.

The identification of the Group's related parties was carried out in compliance with the international standard IAS 24. No significant related party transactions are reported in the period.

Significant events after the period-end

On 24 August 2018 the Shareholders' Meeting of Sesa approved the Financial Statements at 30 April 2018 and the related proposal for the dividend distribution of Euro 0.6 per share in the manner proposed by the Board of Directors.

The Shareholders' Meeting also approved the authorization proposal for purchase (within Euro 2.5 million in value and 10% of the share capital) and the disposal of treasury shares and provided to renew the corporate bodies for the next three years.

The Chairman Dr. Paolo Castellacci, the Managing Director Dr. Alessandro Fabbroni, as well as the Executive Vice Chairmen Giovanni Moriani and Moreno Gaini were confirmed.

Dr. Maria Chiara Mosca was also appointed as Independent Director by minority shareholders on the basis of the list vote statutory mechanism, Dr. Angelica Pelizzari, Dr. Angela Oggionni and Eng. Luigi Gola were also appointed as non-Executive Directors.

On 5 September 2018, has been notified the sentence of acceptance by the Provincial Tax Commission of Florence regarding the appeals filed by Computer Gross Italia SpA about VAT relative to the years 2011 and 2012, which together the 2010 one (for which the favorable outcome of the appeal by Provincial Tax Commission was already notified in January 2017) constitute the only not insignificant tax disputes concerning Group companies.

Outlook on operations

In the quarter under review, the Group's management continued in line with the previous year and consistently with the focus strategy on value-added business areas with high growth potential in the IT market.

The first quarter at 31 July 2018 overperformed the reference market and the Group's track record, which in the last 10 years achieved average annual growth in revenues and profitability of about 10% thanks to successful initiatives and investments carried out in the previous years.

The aim for the fiscal year to 30 April 2019 is to continue in the path of sustainable growth by investing with long-term policies in human capital and technological infrastructures, in order to evolve the portfolio of solutions offered to customers and consolidate the competitive advantages of the Group for the benefit of all stakeholders.

The Chairman of the Board of Directors CEO Paolo Castellacci Alessandro Fabbroni

Annexes

Consolidated Income Statement

Period ended at 31 July
(in thousands of euros) 2018 2017
Revenues 347,715 314,685
Other income 1,927 2,184
Consumables and goods for resale (279,880) (262,151)
Costs for services and rent, leasing, and similar costs (29,959) (21,581)
Personnel costs (23,454) (19,345)
Other operating costs (1,762) (1,635)
Amortisation and depreciation (2,921) (1,972)
EBIT 11,666 10,185
Profit from companies valued at equity 108 170
Financial income 870 1,597
Financial charges (2,078) (2,838)
Profit before taxes 10,566 9,114
Income taxes (3,331) (3,106)
Profit for the year 7,235 6,008
of which:
Profit attributable to non-controlling interests 813 507
Profit attributable to the Group 6,422 5,501

Consolidated Statement of Financial Position

At 31 July At 30 April
(in thousands of euros) 2018 2018
Intangible assets 43,727 39,083
Property, plant and equipment 56,089 55,221
Investment property 290 290
Equity investments valued at equity 8,506 9,179
Deferred tax assets 6,760 6,532
Other non-current receivables and assets 10,374 10,442
Total non-current assets 125,746 120,747
Inventories 83,466 67,752
Current trade receivables 327,212 328,760
Current tax receivables 7,613 7,452
Other current receivables and assets 28,702 33,315
Cash and cash equivalents 229,056 247,194
Total current assets 676,049 684,473
Non-current assets held for sale
Total assets 801,795 805,220
Share capital 37,127 37,127
Share premium reserve 33,144 33,144
Other reserves (3,420) 1,723
Profits carried forward 140,355 132,961
Total Group Equity 207,206 204,955
Equity attributable to non-controlling interests 9,937 11,046
Total Equity 217,143 216,001
Non-current loans 138,548 123,172
Employee benefits 21,578 20,495
Non-current provisions 2,971 2,836
Deferred tax liabilities 11,160 11,339
Total non-current liabilities 174,257 157,842
Current loans 94,911 72,704
Payables to suppliers 251,977 295,706
Current tax payables 5,291 2,187
Other current liabilities 58,216 60,780
Total current liabilities 410,395 431,377
Total liabilities 584,652 589,219
Total equity and liabilities 801,795 805,220

Consolidated Statement of Changes in Equity

(in thousand of euros) Share
capital
Share
premium
reserve
Other
reserves
Profit for
the year
and Profits
carried
forward
Group
equity
Equity
attributabl
e to non
controlling
interests
Total
equity
At 30 April 2018 37,127 33,144 1,723 132,961 204,955 11,046 216,001
Profit for the period 6,422 6,422 813 7,235
Actuarial Profit/ Loss for employee
benefits
Comprehensive income for the
period
6,422 6,422 813 7,235
Purchase of treasury shares (276) (276) (276)
Dividends distribution (828) (828)
Allocation of Net profit
Changes in the scope of consolidation
and other changes
(4,867) 972 (3,895) (1,094) (4,989)
At 31 July 2018 37,127 33,144 (3,420) 140,355 207,206 9,937 217,143

Consolidated Statement of Cash Flows

Period ended at 31 July
(in thousands of euros) 2018 2017
Profit before taxes 10,566 9,114
Adjustments for:
Amortisation and depreciation 2,921 1,972
Accruals to provisions for personnel and other provisions 1,558 1,825
Net financial (income)/charges 626 606
Profit from companies valued at equity (108) (170)
Other non-monetary items 166 248
Cash flows generated from operating activities before changes in net working 15,729 13,595
capital
Change in inventories
(15,554) (16,362)
Change in trade receivables 3,234 (23,477)
Change in payables to suppliers (44,452) (24,215)
Change in other assets 4,786 (15,297)
Change in other liabilities (4,785) 12,788
Use of provisions for risks (44)
Payment of employee benefits (40) (12)
Change in deferred taxes (730) 169
Change in current tax payables and receivables (407) (15)
(388)
Interest paid (656) (697)
Taxes paid - -
Net cash flow generated from operating activities (a) (43,263) (53,567)
Investments in companies, net of acquired cash (8,336) -
Investments in property, plant and equipment (2,581) (2,713)
Investments in intangible assets (1,199) (2,154)
Disposals of property, plant and equipment and intangible assets - -
Disposal of assets held for sale - -
Investments in associated companies (369) -
Disposals of associated companies 1,154 -
Disbursement of loans - -
Investments in non-current financial assets (202) -
Collection of non-current financial assets 33 108
Dividends collected 42 45
Interest collected 98 147
Net cash flow generated from/(used in) investing activities (b) (11,360) (4,567)
New disbursements of long-term loans and financials leasing 60,000 57,000
Repayments of long-term loans (26,925) (24,715)
(Decrease)/increase in short-term loans 4,508 4,783
Investments/disinvestments in financial assets 6 (5)
Change in Group equity - (171)
Change in equity attributable to minority interests - 72
Purchase of treasury shares (276) (199)
Dividends distribution (828) -
Net cash flow generated from/(used in) financing activities (c) 36,485 36,765
Translation difference on cash and cash equivalents -
Change in cash and cash equivalents (a + b + c) (18,138) (21,369)
Cash and cash equivalents at the beginning of the year 247,194 191,951
Cash and cash equivalents at the end of the year 229,056 170,582

The consolidated Statement of Cash Flows reflects the management of the Group's cash flows for the first three months of the fiscal year and is influenced by the seasonality that typically characterizes the distribution of revenues during the year.

Attestation pursuant to article 154 bis paragraph 2 of Legislative Decree n. 58 of 24 February 1998, "Consolidated Law on Finance" and subsequent amendments

The Director responsible for drawing up Sesa SpA's financial statements and accounting documents, pursuant to the provisions of article 154-bis, paragraph 2 of Consolidated Law on Finance hereby attests that the accounting information contained in the Interim Report at 31 July 2018 corresponds to the document results, books and accounting records.

Empoli, 13 September 2018

Alessandro Fabbroni

(Director responsible for drawing up accounting documents)