ENGINEERING INGEGNERIA INFORMATICA

Transcription

1 ENGINEERING INGEGNERIA INFORMATICA SpA Rome, Via San Martino della Battaglia, 56 THE UNDERSIGNED AND FULLY PAID UP SHARE CAPITAL IS EQUAL TO 31,875,000 TRADE REGISTER NO ROME CHAMBERS OF COMMERCE REA NO QUARTERLY REPORT AS AT 30 SEPTEMBER 2013 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 OCCURRED AFTER THE CLOSE OF THE QUARTER INFRA-GROUP OPERATIONS OWN SHARES OUTLOOK CERTIFICATION ACCORDING TO ART BIS LGS. DECREE N. 58/ Quarterly report as at 30 September / 14

2 1. CORPORATE BOARDS Board of Directors As deliberated during the last General Shareholders meeting on 24 April 2013, following the resignation of the Executive Director Costanza Amodeo, the total number of Board Directors has been reduced from 11 to 10. The Board of Directors in charge for the threeyear period is composed as follows: Michele Cinaglia Paolo Pandozy Marilena Menicucci Armando Iorio Giuliano Mari Dario Schlesinger Alberto De Nigro Massimo Porfiri Chairman Chief Executive Officer Director Executive Director Independent Director Independent Director Independent Director Independent Director On 8 August 2013, Board members Rosario Amodeo and Tommaso Amodeo resigned from their roles held in the Board of Directors. The so called one-tier governance system adopted by Engineering Ingegneria Informatica S.p.A. requires that the Control and Risk Management Committee, formed within the Board of Directors, be entirely composed by independent board members. Secretary Luca Sabelli Lead Independent Director Giuliano Mari Internal Control and Risk Management System Supervisor Paolo Pandozy Control and Risk Management Committee Chairman Massimo Porfiri Members Alberto De Nigro Dario Schlesinger Quarterly report as at 30 September / 14

3 Remuneration Committee Chairman Giuliano Mari Members Alberto De Nigro Massimo Porfiri Appointments Committee Chairman Giuliano Mari Members Massimo Porfiri Dario Schlesinger Committee for the identification and implementation of transactions with correlated parties Chairman Massimo Porfiri Members Alberto De Nigro Dario Schlesinger Supervisory Board Chairman Massimo Porfiri Members Alberto De Nigro Dario Schlesinger Executive responsible for the preparation of accounting documents Armando Iorio Independent Auditors Deloitte & Touche S.p.A. Specialist Banca IMI S.p.A. Quarterly report as at 30 September / 14

4 2. GROUP ACTIVITIES The Engineering Ingegneria Informatica Group (hereafter Engineering Group, or the Group, or Engineering) is the Italian leader in software and IT services. Four market areas, Public Administration, Industry & Services, Finance, Telco & Utilities, having each one of them their peculiarities but, at the same time, capable of sharing cross experiences matured in other fields. Three business lines, systems integration and consulting, software, outsourcing services, strongly connected to build an integrated offering on the market. Six competence centers, Managed Operations, ERP, ECM, IT Security, Plant Management System, Broadband & Media, with an expertise acknowledged at international level. The Research & Innovation department counts more than 250 highly qualified specialists, constantly collaborating with the most important research centers and universities worldwide. As at 30 September 2013, the Group holds a leadership position with about 10% of the IT domestic market share. The Group has 40 offices located in Italy, UE, Latin America and USA. Designing and implementing IT architectures for medium-large size companies is the Group s mission resulting in a portfolio made-up by more than 1,500 clients and process, technological and business expertise. Quarterly report as at 30 September / 14

5 3. SCOPE OF CONSOLIDATION ENGINEERING INGEGNERIA INFORMATICA S.p.A. ENGIWEB SECURITY S.r.l % 100.0% ENGINEERING TRIBUTI S.p.A. ENGINEERING SARDEGNA S.r.l % 100.0% ENGINEERING INTERNATIONAL INC. ENGO S.p.A % 100.0% ENGINEERING.MO S.p.A. OVER IT S.r.l. 95.0% 95.0% NEXEN S.p.A. ENGI DA ARGENTINA S.A. 90.0% ENGINEERING INTERNATIONAL BELGIUM S.A. 75.0% ENGINEERING DO BRASIL S.A. 25.0% 100.0% 75.0% ENGINEERING.IT S.p.A % 65.0% SERVIZI TELEMATICI SICILIANI S.r.l. SICILIA E SERVIZI VENTURE S.c.r.l % SITEL S.r.l. At 30 September 2013, the Engineering Group company structure is composed by 13 companies (besides Sitel S.r.l., Servizi Telematici Siciliani S.r.l. and EngO S.p.A. in liquidation, for the first two companies within the end of the year is foreseen their winding-up and subsequent elimination) on which the parent company wields coordination, business and management activities. Quarterly report as at 30 September / 14

6 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 evaluated with net equity method, and results for subsidiaries and the parent company are based on the same financial year. All evaluations have been made considering the Group continuing the activities in the foreseeable future. Achieved results as at 30 September 2013 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 3 November Quarterly report as at 30 September / 14

7 In particular, Ebitda (Gross Operating Margin) is calculated, with reference to the income statement tables, from the operative income gross of amortizations, provisions and writedowns. Instead, Ebit 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. Quarterly report as at 30 September / 14

8 5. BUSINESS PERFORMANCE (Amounts in mn) ECONOMIC FIGURES / 1-30 / yoy 1 / / yoy Net revenues % % Other revenues and income Total revenues % % Raw materials, consumables and gooods % % Services % % Personnel % % Other overhead costs % % Production costs % % Gross operating result (EBITDA) % % % on net revenues 11.1% 11.8% 11.7% 11.5% Operating result (EBIT) % % % on net revenues 7.9% 8.2% 9.0% 8.5% Result before taxes (EBT) % % % on net revenues 7.1% 12.3% 7.5% 8.1% The consolidated income statement of the third quarter 2013, in comparison with the same period of the previous year, shows a significant growth in revenues and margins. This result is to be considered as particularly satisfying, especially because it has been achieved in a domestic market declining on a yearly basis by 4.2%, where the position of leadership of the Group is strengthened in all reference segments. Total revenues in the quarter registered a result of mn, +6.5% yoy. Gross operating result (EBITDA) of the period grew by 3.8 ( +0.8 mn) The result before taxes (EBT) reached 15.1 mn, with a +14.4% on the same quarter 2012 ( 13.2 mn). Quarterly report as at 30 September / 14

9 The first nine months of the current year, when compared with same period of the previous year, show the following figures: Total revenues came in at mn, +7.0% on mn of the same period of previous year. Gross operating result (EBITDA) reached 68.2 mn on 60.0 mn (+13.5%). Operating result before taxes, registering a result of 70.6 mn (+82.3% yoy), includes non-recurring proceeds for approx 26.5 mn resulting from the acquisition of T-Systems Italia S.p.A., today Engineering.Mo S.p.A. (badwill), net of which it should be recorded an amount of 44.1 mn (+13.7% yoy). Orders registered mn, +7.2% yoy, while backlog came in at mn, on mn (+1.3%) yoy. (Amounts in mn) ORDERS PORTFOLIO % Orders to be realized ( a ) at 01/ % Booking ( b ) at 30/ % Net revenues ( c ) % ORDERS IN PORTFOLIO ( a ) + ( b ) - ( c ) AT 30/ % As at 30 September 2013, Group headcount came in at 7,297 units, compared to 6,844 units registered at the end of 2012 and 6,652 units of the same period of previous year. This increase can be referable to an organic growth and to the acquisition of T-Systems Italia S.p.A. (today Engineering.Mo S.p.A), counting about 300 employees. Quarterly report as at 30 September / 14

10 The positive performance of the company finds its confirmation on the stock performance, with a value growing during the last year of about 60%, bringing in a stable way the company s equity beyond 500 mn. Engineering FTSE Italia STAR 6. NET FINANCIAL POSITION As at 30 September 2013, net financial position registered -6.9 mn, to be compared with mn of the same period of previous year. (Amounts in mn) NET FINANCIAL POSITION 30 / 09 / / 12 / / 06 / / 09 / 2013 Non current financial liabilities (13.9) (14.3) (22.6) (19.5) Liquid cash Current financial liabilities (119.4) (115.7) (104.8) (85.4) TOTAL NET FINANCIAL POSITION (55.3) (28.6) 39.0 (6.9) Quarterly report as at 30 September / 14

11 7. SIGNIFICANT EVENTS OCCURRED DURING THE QUARTER Main events: On 8 August 2013, the acquisition by OEP ITALY High Tech Due S.r.l. of 3,644,801 shares owned by Rosario, Costanza e Tommaso Amodeo was closed. The shares sold by the Amodeo s family correspond to % of the company s share capital. On the same date, Tommaso Amodeo resigned from the roles of vice president of Engineering Ingegneria Informatica S.p.A and board member of Engineering International Belgium S.A. On 8 August 2013, Rosario Amodeo resigned from the role of board member of Engineering Ingegneria Informatica S.p.A. On 27 September 2013, the extraordinary shareholders meeting of Engineering Ingegneria Informatica S.p.A. and Engineering.IT S.p.A. deliberated in favour of the merger through acquisition of Engineering.IT S.p.A. into Engineering Ingegneria Informatica S.p.A. On 27 September 2013, the extraordinary shareholders meeting of Engineering Tributi S.p.A. deliberated in favour of the transfer of its registered office from Rome to Trento. 8. SIGNIFICANT EVENTS OCCURRED AFTER THE CLOSE OF THE QUARTER No significant events occurred after the close of the quarter. 9. INFRA-GROUP OPERATIONS Pursuant to Consob recommendation no of 20 February 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 88.1 mn.. Quarterly report as at 30 September / 14

12 10. OWN SHARES On 24 April 2013, 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. Treasury shares, held as at 30 September 2013, totalled n. 310,027 for a value of 6,711,246.26, recorded as a reserve under net equity, in accordance with IAS 32, at an average carrying value of per share, with an average value above 40 registered during the last week. At the date of approval of the present report, the number of treasury shares held in portfolio of the company remained unchanged. 11. OUTLOOK Economic and financial figures of the first nine months of the year, in line with our estimates, allow us to confirm the estimates at 31 December already announced: total revenues between 810 and 830 mn and Ebitda tra 98 and 100 mn. As it occurred in the past, also for the year 2013 we will propose - in occasion of the next General Shareholders meeting of the companies Engineering Ingegneria Informatica S.p.A. and Engineering.IT S.p.A. the distribution of a portion of yearly profits to employees, accordingly to criteria bound to the achievement of precise business goals. We feel confident that this allocation will be approved by the Shareholders General meeting. As provided by IAS 19, these costs, up to about 6.0 mn, will be recorded at the end of the current year among personnel costs. Quarterly report as at 30 September / 14

13 12. CERTIFICATION ACCORDING TO ART BIS LGS. DECREE N. 58/1998 DOCUMENTS IN COMPLIANCE WITH ART BIS, PARAGRAPH 2, LGS. DECREE N. 58/1998 DATED 24 FEBRUARY 1998 AND SUBSEQUENT INTEGRATIONS SUBJECT: Third Quarter Report, as at 30 September 2013 The undersigned Armando Iorio, in the position of Manager assigned to preparing accounting documents of Engineering Ingegneria Informatica SpA, certifies that the economic and financial figures shown on this quarterly report as at 30 September 2013 correspond to the results of accounting records, as provided by art. 154 bis, paragraph 2, Lgs. Decree n 58/1998. Rome, 14 November 2013 The manager assigned to the preparation of accounting documents Armando Iorio Quarterly report as at 30 September / 14

14 ENGINEERING GROUP (Amounts in mn) ECONOMIC FIGURES / 1-30 / yoy 1 / / yoy Net revenues % % Other revenues and income Total revenues % % Raw materials, consumables and gooods % % Services % % Personnel % % Other overhead costs % % Production costs % % Gross operating result (EBITDA) % % % on net revenues 11.1% 11.8% 11.7% 11.5% Operating result (EBIT) % % % on net revenues 7.9% 8.2% 9.0% 8.5% Result before taxes (EBT) % % % on net revenues 7.1% 12.3% 7.5% 8.1% (Amounts in mn) NET FINANCIAL POSITION 30 / 09 / / 12 / / 06 / / 09 / 2013 Non current financial liabilities (13.9) (14.3) (22.6) (19.5) Liquid cash Current financial liabilities (119.4) (115.7) (104.8) (85.4) TOTAL NET FINANCIAL POSITION (55.3) (28.6) 39.0 (6.9) Quarterly report as at 30 September / 14