Interim Report on Operations at March 31, di 18

Transcription

1 Interim Report on Operations at March 31, di 18

2 ENGINEERING INGEGNERIA INFORMATICA S.p.A. SEDE IN ROMA - VIA SAN MARTINO DELLA BATTAGLIA, 56 CAPITALE SOCIALE SOTTOSCRITTO E INTERAMENTE VERSATO EURO CODICE FISCALE E ISCRIZIONE AL REGISTRO IMPRESE DI ROMA N C.C.I.A.A. N INTERIM REPORT ON OPERATIONS AT MARCH 31, 2015 BOARD OF DIRECTORS REPORT ON MANAGEMENT PERFORMANCE OF THE ENGINEERING GROUP 1. CORPORATE BOARDS GROUP ACTIVITIES SCOPE OF CONSOLIDATION FORM, CONTENT AND ACCOUNTING PRINCIPLES BUSINESS PERFORMANCE NET FINANCIAL POSITION SIGNIFICANT EVENTS OCCURRED DURING THE QUARTER SIGNIFICANT EVENTS AFTER THE CLOSE OF THE QUARTER INFRAGROUP OPERATIONS TREASURY SHARES OTHER INFORMATION OUTLOOK CERTIFICATION IN COMPLIANCE WITH ART BIS PARAGRAPH 2 D. LGS. N. 58/ Interim Report on Operations at March 31, di 18

3 1. CORPORATE BOARDS The Board of Directors, as deliberated by the Shareholders General Meeting held on April, 24,2015 has been appointed for the next three-year period , as following: Michele Cinaglia Paolo Pandozy Marilena Menicucci Armando Iorio Massimo Porfiri Giuliano Mari Dario Schlesinger Alberto De Nigro Gabriella Egidi Jörg Zirener Chairman Chief Executive Officer Director Executive Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director The so-called one-tier governance system adopted by Engineering Ingegneria Informatica S.p.A. requires that the Internal Control and Risk Management Committee, established within the Board of Directors, be entirely composed of independent directors. The Remuneration Committee, the Appointments Committee, and the Committee for Transactions with Related parties are comprised only of independent directors. Lead Independent Director Giuliano Mari Director in charge of the internal Control and Risk Management System Paolo Pandozy Internal Control and Risk Management Committee Chairman Jörg Zirener Members Massimo Porfiri Gabriella Egidi Interim Report on Operations at March 31, di 18

4 Remuneration Committee Chairman Dario Schlesinger Members Massimo Porfiri Giuliano Mari Jörg Zirener Appointments Committee Chairman Massimo Porfiri Members Giuliano Mari Alberto De Nigro Committee for Transactions with related partie Chairman Giuliano Mari Members Alberto De Nigro Dario Schlesinger Supervisory Board Chairman Alberto De Nigro Members Massimo Porfiri Dario Schlesinger Executive Responsible Armando Iorio Independent Auditors Deloitte & Touche S.p.A. Specialist BANCA IMI S.p.A. Interim Report on Operations at March 31, di 18

5 2. GROUP ACTIVITIES The Group Engineering Ingegneria Informatica (hereafter denominated Engineering Group, or Group, or Engineering) is the leading domestic provider of integrated ICT services, products and consultancy. The company was founded in Padua on 6 June 1980 and has been listed on the FTSE STAR segment of the Italian Stock Market since December With approx. 7,500 employees, 40 offices throughout Italy, the EU and Latin America and with an agent in the United States, the Group derives approx. 15% of revenues abroad and manages IT initiatives in over 20 countries with projects for the Industry, Telecommunications, Banking and Public Administration sectors. Interim Report on Operations at March 31, di 18

6 The Group operates in the outsourcing and Cloud Computing market through an integrated network of 6 data centers located in Pont St. Martin (Aosta), Turin, Padua, Vicenza, Milan and Rome, which manages approx. 300 clients with an infrastructure corresponding to the highest technological, qualitative and security standards. The Engineering market consists of medium-large clients, both in the private (banks, insurance companies, industry, services and telecommunications) and in the public sector (healthcare, local and central public administration and defence) to which SMEs and small municipalities have now been added, for which dedicated offers are targeted in the areas of ERP-CRM and tax collection, respectively. Interim Report on Operations at March 31, di 18

7 The Group plays a leadership role in software research, coordinating a number of national and international projects through a network of scientific partners and universities across Europe. It develops Cloud computing solutions and operates in the Open Source community. The Group operates in Software and IT Services, with a market share of around 8% in Italy and a leading position in numerous vertical sectors, due to a wide range of proprietary solutions, from banking compliance (SISBA, ELISE), to Billing and CRM for Utilities (NET@Suite), to integrated diagnostics and administration solutions for Healthcare (AREAS), WFM systems (OverIT) and mobile platforms for TLC. In relation to system integration, application management and outsourcing, the Group s market share considerably exceeds 10%. Interim Report on Operations at March 31, di 18

8 As a result of its business model, the Group creates tangible value in its various areas of operation, and can meet the needs of its existing and potential clients and define, plan and develop concretely efficiency and effective IT strategies. Projects Services Software System integration Consulting Outsourcing Application Management Cloud Proprietary Solutions Interim Report on Operations at March 31, di 18

9 3. SCOPE OF CONSOLIDATION The following companies are included in the scope of consolidation: * Sicilia e-servizi Venture S.c.r.l. in liquidation At March 31, 2015 the Engineering Group company structure is composed by 16 companies on which the parent company wields coordination, business and management activities. Interim Report on Operations at March 31, di 18

10 4. FORM, CONTENT AND ACCOUNTING PRINCIPLES With relation to the implementation of the policy on Transparency and complying with the communication n 1814 of 28/1/2008 issued by Borsa Italiana and provisions of Consob communication of 30/4/2008 DEM/ , the information contained herein has been drafted according to the instructions contained in the Art. 154-ter Financial Reports of the Testo Unico della Finanza, introduced by Legislative Decree 195/2007. Economic and financial results herein contained have been drafted in compliance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS), validated by the European Union, as well as to all relevant interpretations of the International Financial Reporting Interpretation Committee (IFRIC) and of the Standing Interpretation Committee (SIC). The companies included within the scope of the consolidation have been consolidated lineby-line, with the exception of the ones that are not operative and winding-up which at the close of the quarter do not have significant economic e equity figures, the accounting period of the controlled companies and the one of the parent company is the same. All evaluations have been made considering the Group continuing the activities in the foreseeable future. Achieved results as at March 31, 2015 include the companies shown in the scheme on previous page. Consolidated income statement represents the progressive situation as at the date and the one of the reference quarter compared with the same periods of previous year. In this present report, some alternative performance indicators not envisaged by IFRS are used, in line with recommendation CESR/05-178b published on November 3, Interim Report on Operations at March 31, di 18

11 In particular, Ebitda (Gross Operating Margin) is calculated, with reference to the income statement, from the operative income gross of amortizations, provisions and write-downs. Ebit, instead, matches with the operating income. Furthermore, in the same way for all intermediate periods shown, some estimates and assumptions have been made, which affect economic values and assets. In the future, if these estimates and assumptions, based on management s best evaluations, should differ from actual happenings, they will be modified in the period in which these circumstances will occur. These evaluations are inspired to the principle of fairness and take into account standard procedures, past experiences, as well as market conditions. Net financial position figures are compared with previous quarter closing figures and with last financial year figures. Values in this quarterly report are expressed in millions of Euros. Interim Report on Operations at March 31, di 18

12 5. BUSINESS PERFORMANCE (Amounts in mn) 1 / 1-31 / 03 ECONOMIC FIGURES yoy Net revenues % Other revenues and income Total revenues % Raw materials, consumables and goods % Services % Personnel % Other overhead costs % Production costs % Gross operating result (EBITDA) % % on net revenues 8.6% 9.1% Operating result (EBIT) % % on net revenues 5.4% 6.8% Result before taxes (EBT) % % on net revenues 5.2% 6.7% The consolidated income statement of the first quarter 2015 shows a growth in revenues and a significant additional increase in profitability levels, with an improvement of all economic indicators: total revenues registered an amount of mn, +1.0% yoy; gross operating result (EBITDA) of the period grew by 6.1% (+1.0 yoy); result before taxes (EBT) reached 13 mn, +30.5% on the same quarter 2014 ( 9.9 mn); net financial position showed a positive balance of mn compared with mn registered at the end March 2014 and mn at the end of December 2014; at March 31, 2015 group headcount totalled 7,492 employees, +102 units compared with 7,390 units registered at the end of 2014 and to 7,233 units registered in the same period of previous year. Interim Report on Operations at March 31, di 18

13 6. NET FINANCIAL POSITION As at March 31, 2015 net financial position is positive at mn, compared with mn of the same period 2014 and mn at the end of (Amounts in mn) NET FINANCIAL POSITION 31 / 03 / / 12 / / 03 / 2015 Non current financial liabilities (16.7) (46.6) (40.0) Liquid cash Current financial liabilities (81.3) (22.6) (27.3) TOTAL NET FINANCIAL POSITION SIGNIFICANT EVENTS OCCURRED DURING THE QUARTER Main events: on January 9, 2015 JP Morgan Chase & Co. sold the holding in Engineering (equal to % of the share capital and held via OEP Italy Tech Due S.r.l., already holding the significant investment in Engineering) to OEP Secondary Fund GP LTD; on January 28, 2015 Engineering Ingegneria Informatica S.p.A. acquired 51% of the share capital of WebResults S.r.l., with registered office in Treviolo (BG). Likewise the parties agreed on selling the residual 49% to Engineering Ingegneria Informatica S.p.A. in phases. The Company s entire shareholding is expected to be purchased within December 31, 2017; on March 11, 2015 the Shareholders Meeting amended the Articles of Association by increasing the number of directors (from 11 to 13) and adjusting it to the regulatory provisions of Law 120 of July 12, 2011 concerning the balance between genders in the composition of the bodies of administration and control; Interim Report on Operations at March 31, di 18

14 On March 25, 2015 Engineering Ingegneria Informatica S.p.A. set-up the new-co ENGNOR AS in Norway, headquartered in Oslo. With this operation Ingegneria Informatica S.p.A. owns the 100% of the share capital in the company. 8. SIGNIFICANT EVENTS AFTER THE CLOSE OF THE QUARTER Main events: on April 16, 2015 Engineering Ingegneria Informatica S.p.A. acquired an additional 15% of the share capital from the minority stakeholder of the company MHT S.r.l.. As a result of this operation Engineering Ingegneria Informatica S.p.A. holds 85% of the company MHT S.r.l.; the Shareholders General Meeting, held on April 24, 2015 deliberated: - to distribute a portion of net profit equal to as dividends, at the rate of for each ordinary share in circulation; - to pay the dividend as at May 27, 2015, with ex dividend date as of May 25, 2015; - to appoint the new Board of Directors and to appoint Michele Cinaglia as Chairman of the Board of Directors; - to appoint Jörg Zirener as Chairman of the Internal Control and Risk Management Committee. 9. INFRAGROUP OPERATIONS Pursuant to Consob recommendation no of February 20, 1997 this is to certify that operations within the Group took place at normal market conditions and there were no atypical operations and operations with related parties. It should be noted that relations among Engineering Group companies consist mainly of the supply of services required in customer projects, generating shared revenues/costs for 13.7 mn. Interim Report on Operations at March 31, di 18

15 10. TREASURY SHARES On April 24, 2015 the Shareholders General meeting voted in favour of a treasury share buyback plan up to a maximum of shares, within a maximum time period of 18 (eighteen) months. As at March 31, 2015 treasury shares held totalled n. 343,213 for a value of 7,998,042.69, recorded as a reserve under net equity, in accordance with IAS 32, at an average carrying value of per share. At the date of approval of the present report, the number of treasury shares held in the portfolio of the company remained the same. 11. OTHER INFORMATION Following the initiatives communicated at the approval of the financial statements 2014, all actions, judicial proceedings included, are continuing, aiming at recovering the outstanding credits claimed to Sicilia e-servizi S.p.A., on behalf of the controlled company Sicilia e-servizi Venture S.c.r.l. At the date of the approval of this report, the outstanding credits of Sicilia e-servizi Venture S.c.r.l., owned by Engineering Ingegneria Informatica through a stake of 65% of the share capital, against Sicilia e-servizi S.p.A., fully owned by the Regione Siciliana, amount to more than 106 mn, made-up by issued invoices, invoices to be issued, and work in progress. Interim Report on Operations at March 31, di 18

16 12. OUTLOOK The first quarter 2015 is characterized by a growth in revenues of 1%, with a significant additional increase in profitability levels, a result of the continuous attention toward the optimization of the productive structure and a careful selection of projects which, in a highly competitive domestic market, can guarantee adequate profitability margins. The first quarter 2015 results allow us to confirm what has been already announced in phase of approval of financial statements 2014 with regards to growth estimates for the current year. Interim Report on Operations at March 31, di 18

17 13. CERTIFICATION IN COMPLIANCE WITH ART BIS PARAGRAPH 2 D. LGS. N. 58/1998 CERTIFICATION IN COMPLIANCE WITH ART BIS, PARAGRAPH 2, LGS. DECREE N. 58/1998 DATED FEBRUARY 24, 1998 AND SUBSEQUENT INTEGRATIONS SUBJECT: Third Quarter Report, as at March 31, 2015 The undersigned Armando Iorio, in the position of Manager assigned to preparing accounting documents of Engineering Ingegneria Informatica S.p.A., certifies that the economic and financial figures shown on this quarterly report as at March 31, 2015 correspond to the results of accounting records, as provided by art. 154 bis, paragraph 2, Lgs. Decree n 58/1998. Rome, May 13, 2015 The Executive Responsibile for the preparation of corporate accounting documents Armando Iorio Interim Report on Operations at March 31, di 18

18 ENGINEERING GROUP (Amounts in mn) 1 / 1-31 / 03 ECONOMIC FIGURES yoy Net revenues % Other revenues and income Total revenues % Raw materials, consumables and goods % Services % Personnel % Other overhead costs % Production costs % Gross operating result (EBITDA) % % on net revenues 8.6% 9.1% Operating result (EBIT) % % on net revenues 5.4% 6.8% Result before taxes (EBT) % % on net revenues 5.2% 6.7% (Amounts in mn) NET FINANCIAL POSITION 31 / 03 / / 12 / / 03 / 2015 Non current financial liabilities (16.7) (46.6) (40.0) Liquid cash Current financial liabilities (81.3) (22.6) (27.3) TOTAL NET FINANCIAL POSITION Interim Report on Operations at March 31, di 18