TXT e-solutions S.p.A. (BIT:TXT)
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Earnings Call: Q4 2022

Mar 10, 2023

Operator

Good morning, everybody. As always, thank you so much for joining us this morning as we discuss the financial results of 2022. We'll just wait another couple of moments for the last few people to join. The presentation, as always, will be given by TXT Group CEO, Daniele Misani, and Investor Relations, Andrea Favini, who is joining us from Berlin. Just another couple of moments, and there will also be a short Q&A session at the end. If you have any questions, please feel free to leave your questions. Preference will be given to those questions not left anonymously. In a couple of moments, we will begin. Thank you very much for your time and your patience.

Daniele Misani
CEO, TXT Group

Can I start? Tell me.

Operator

Whenever you're ready.

Daniele Misani
CEO, TXT Group

Okay.

Operator

Whenever you're ready.

Daniele Misani
CEO, TXT Group

We are ready. Okay, thank you very much, everybody for joining this presentation in which we will explain the results of 2022, that, as you know, probably from the press release of yesterday, are very positive. The main KPI of the group, revenues and EBITDA Revenues consolidated are EUR 150 million in growth by 56% with respect to the previous year. The growth is given by all the division of the group that do a very good job during 2022 in all, let's say, the division and all the offerings. 59% growth of the industrial, aerospace, and aviation division, and plus 53% into the fintech division, including the public sector. The two division are more or less the same size. In terms of marginality, also very good results.

In terms of profitability, we keep the 15% in terms of average EBITDA margin with a growth of 53% consolidated, moving from EUR 14.5 million to EUR 22.3 million during the years, consolidated value. If you look at the, let's say, pro forma value, the result are still stronger because we did several M&A operation during the second half of the year. The pro forma revenues are around EUR 200 million. EUR 205 million plus 88% with the same pro forma value in 2021. With a growth, of course, of the size of 90% related to the M&A and the rest is given by the growth of the company itself.

In terms of pro forma data of the EBITDA also is a good result because we are towards EUR 30 million, EUR 28.4 plus 73% with respect to the same period of the last year. Stronger results not only in the consolidated part, but also given the contribution of the companies that we acquired in the second half of the year, stronger result if we look to the pro forma. To the starting point of 2023. We will start from this figure to address the 2023 growth. This is not, let's say, a good year alone, but is a part of a history that was started several years ago.

Is the first phase of transformation, a very, let's say, deep transformation of the TXT Group that now reaches some size that was not, let's say, ever reached in the past. The EUR 36 million after selling of the retail division in 2017, grow in an organic way with a, let's say, a continuous year-over-year 10% over the years. Let's say after few years, they double the size, so from EUR 36 million to EUR 61 million. The contribution of the M&A strategy, so the buy and build contribution that gives boost by, let's say, aggregating revenues, but also give boost by synergies that increase the overall result, bring us in a continuous and sustainable growth since the beginning of the plan.

This first phase of transformation has been completed, and we start the new, let's say, 3 years in front of us, starting from a solid foundation of diversification in terms of offering and in terms of market access and in terms of technologies. Looking to other KPIs, it was very strong also the organic growth. Like to like perimeter, the overall group grow by 18% above the average of the IT market in 2022. The contribution of the M&A is EUR 37 million for the M&A mainly coming into 2022, but also some one that was closed at the end of 2021. We did, let's say, 6 M&A activity during 2022, Ennova, SPS, DM Consulting, PGMD, and TLogos.

We acquired a minority in Prosim, that is a Dutch company, very focused in simulation that will be consolidated starting from 2024, in which we will have an option to increase our shares within the company. We are investing in order to grow this kind of market and this kind of offering. The good result is also bottom line. The net profit consolidated this year is strong, EUR 12 million. 80% of revenues in the same size in terms of percentage also of the last year. Very strong in terms of absolute value for our history. In terms of investment, we continue to invest.

The strategy to have an offerings Smart Solutions is still a very strong value proposition to the market because position ourself as, let's say, different from the others with a strong proprietary and vertical solution that enable us to address customer and upselling process also other services. In terms of investment, we invested more than EUR 7 million during 2022, increasing the amount of money invested with respect to the previous year by more than 10%. The revenues coming from this software, so from this Smart Solutions offering, is EUR 10.3 million in growth with respect to the same period of the last year. EUR 10.3 million that are mostly recurrent revenues, so revenues coming from subscription or software that are continuing to be maintained.

A very strong point is also the service related to our solution that is sold together with our solution. I'm speaking about services related to data mainly. Data preparation, data quality, data integration to customers. Added value to the customer of service, added value, so high marginality. The revenues coming from this kind of services is more or less EUR 30 million. EUR 28 million. Is strong also our presence, international presence. Last year, total revenues coming abroad, so not in the domestic market, is equal to EUR 42 million. That is 28 out of the total. In terms also of sustainable debt, we are still, let's say, we are not positive, so we are in debt.

There is a net debt of EUR 38 million, not adjusted, but we have to remember that we have a financial investment in a bank that is more or less EUR 15 million, that can be is planned to be dismissed during the year. We have treasury shares. An important amount of treasury shares. EUR 12 million that is in the presentation is the value calculated at the end of the last year, so 31 of December. If you consider also the stock price as far as today, the value is more. We have more or less EUR 20 million in treasury share that will be used to do further M&A, so further acquisition during 2023 and the next years.

In terms of contributions of the core markets, as I said before, there is a strong contribution coming from every kind of offering, and also the diversification of the market presence allow us to be more, let's say less risky in order to continue to do sustainable business. The aerospace and defense, let's say the historical offering that we have in the portfolio, that is 54% out of 57% of the overall amount. The industrial, automotive, and tech, that is half the remaining. This, let's say, aerospace and aviation overall division brought EUR 86 million, of which 10% organic, with a strong growth year-over-year, so more or less 60%. A good marginality, so it's 18%.

The contribution of the marginality is given by the strategic positioning in the defense market and is given by the good, let's say, performance also of the fintech, of the civil aviation domain in which PACE outperformance this year. There are strong software revenues, EUR 26 million, of mature product and Smart Solutions portfolio, whose contribution comes also from the new acquired DM Consulting and TeraTron that is bringing smart solution and intelligent and smart devices to customer in the automotive segment and industrial segment. Mostly of the international business is coming from this division, so 36%.

In terms of the FinTech that also includes the public sector offering as far as today in our, let's say, segmentation, there is a good year in terms of growth and in terms of positioning and in terms of also maturity of the Smart Solutions that are going to the market. EUR 65 million consolidated, 53% year-to-year growth. There is a strong contribution of organic growth, yeah. 30% more or less, 28%. Margin is still, let's say, less because there are strong and still investment into the product lines that are not mature. Most of the investment are in this part of some companies that are not still, let's say, bringing good volumes for the investment, we plan to have it in the next future. Revenues coming from software are EUR 12 billion.

That are 20% of the total, is a strong result. The policy to invest in solution is positive also in this area. The international business is 18%, and mostly comes from the DACH region, and particularly from Switzerland, in which we have an offering for the banking and finance institutions. If we look to some detail more, let's say for focus on the singular segment of the market, a contribution important from the public sector domain, so the government. All the business related to public tenders, let's say, Consip, mainly in Italy, that is, let's say the regulator that is giving this kind of contracts.

This part of digitalization related to the government, was a driver of growth of the fintech part because we got 40% growth on the, let's say only in HSPI, that is our digital advisory company operating in this segment. Of course, because also the tenders that I explain later. One, the expectation for the future is very positive in terms of growth in this segment. Fintech domain, I said that growth also 20% organically. Also to the growth of, let's say, and the focus on the quality assurance division that brought the strong positioning of Assioma plus Quence that, joined the group, at the end of 2021. Together, they reached better the market with strong, let's say, contracts and strong continuity.

Also the contribution of the new acquired TXT Novigo and LBA is positive in terms of the overall growth of this market segment in the fintech domain. Civil aviation is good because there is a reprise. The market is repricing, and also our positioning is benefiting. There is a benefit of the reprise of the market because PACE is very well positioned. We closed some deals for the sustainability, so for the fuel optimization. After the slowdown of the COVID outbreak, we have a positive trend confirmed also for the next year. The defense segment is our, let's say, bread and butter, let's say, because we are very strongly positioned. We were also awarded by Leonardo, that is one of our main customer in this segment a few weeks ago, as one of the top supplier, so for the service excellence.

This segment is strong and is expected to grow and remain strong for the next few years. Industrial automotive, that is a market in which there is more also pressure about the performances of the overall market. Still, for us, in terms of digitalization of processes and positioning of intelligent and smart solution, it was, let's say, still a positive contribution for our overall results. Because we recorded an organic double-digit growth also in this segment, driven also by the international business from TeraTron, and also for the contribution of the, let's say, services and platform provided by TXT E-tech and DM Consulting. We added also to the overall portfolio the presence in the tech domain, thanks to the acquisition of Ennova and SPS. Also in this segment, we are starting to position ourselves.

The overall picture of the group is changed because we diversify in terms of market reach, in terms of technology that we can offer to the market. The guidance that we are planning for 2023, the outlook is positive, and we are working in order to keep, let's say, an average EBITDA margin better than 14%. The 15% that we reached this year is a target to be reached also the next year. A sustainable business. We did a lot of, let's say, efficiency also in the general services cost structure in order to serve more company with the same amount of general services cost. We are doing synergies in terms of cost among the ecosystem of our companies in order to continue to keep a good EBITDA margin around more than 14%.

In terms of revenue, we plan to grow. We start from a pro forma of EUR 200 million, and we are targeting more than EUR 250 million. Partially will be given by the organic, we are planning to continue to grow in double-digit organically. Plus, we will continue to acquire. Of course, we are now in a debt position, as I said before, we have treasury shares, that today are more or less EUR 20 million, plus the disinvestment from some financial investment that we did. We have capability plus, to continue to, let's say, acquire. Plus, we have the cash generation, the cash conversion. That is a good cash conversion for us. We are starting from a pro forma of EUR 30 million in EBITDA.

If we increase our volumes next year, it will be more. There is the cash conversion, plus financial, plus the treasury shares, plus some credit line that we will open to the market. We plan to continue to invest also by using the leverage. Our target is not to exceed 2 times the EBITDA for the acquisition. Of course, the acquisition will depend on the opportunity on the market, and our strategy is to continue to aggregate excellency, strengthen the position in the market in which we are, and strengthen the capabilities, so the technology. We invested in order to strengthen ourself in the offering in cybersecurity. We strengthen our offering in IoT, in artificial intelligence.

We want to continue to invest in technology in order to have a better access to the market and to continue to upsell and cross-sell our solutions. Some, let's say, focus on the events that happened after the last call that we had three months ago, or more or less. Two are related to some extraordinary operation that we did end of last year, so it's not after the closing of the, let's say, the year, but it was during 2022, but it was not yet explained to you. I want to give you the strategic, let's say, outlook for the acquisition that we did in end of November and in December 2022. First of all was PGMD, that is a consulting company.

The strategic value of this acquisition was to strengthen the digital advisory, let's say, division. Offer more capability into the digitalization of processes of larger customer and also public sector customer. The main point for the acquisition was to enter into the healthcare segment that is both public and private here in Italy. With a company that is long-lasting experience on the market, a strong management team, with a good track record of big projects for digitalization of ICT processes in the healthcare. The company is small, let's say relatively small, EUR 2.6 million in 2022, with a margin of 20%, so good marginality.

Of course, the strategic value is to boost this capability within the overall digital advisory division of TXT Group, and to add also services related to a software engineering division that can help this, let's say, offering for the healthcare in digitalization of processes to grow faster during 2023. The other positive, let's say, point in the acquisition is also to acquire the backlog of orders that was already of EUR 3 million order backlog when we closed the deal, and now is increasing. In order to give a solid perspective of growth for the next few years in this segment. The we started to consolidate this company starting off from half of November last year. The other, let's say, small boutique that we acquired in order to improve our competence in cybersecurity, mainly, is TLogos.

That is also an historical, let's say, boutique present on the market since more than 10 years. This strategic transaction done in order to acquire competencies around cybersecurity. We acquired a team of experts recognized by the market with also strong, let's say, footprint into the space domain. That is near to our aerospace division itself. We are strengthening both the capability of cybersecurity within a domain that is space, that is a domain that is in range of our offering, as far as today. TLogos in 2022 had revenues of EUR 1.7 million, with a very, very strong EBITDA margin because the value proposition is high-level consultancy in digital transformation and in cybersecurity. Is high professional, 35% of EBITDA margin in average.

Also, this company has a significant backlog for the next few years. Together with the digital advisory, so HSPI, PGMD, and TLogos together in the digital advisory division of TXT, it will be a driver of growth for the 2023-2025 business plan. TLogos was started to be consolidated in December 2022. The other main events that happened last month, last week, I think. No, maybe this week, I remember that we did. It's a long time that we are working on it, so for me is history, but for the, for the people around and for the investor is a news. We finally signed a very important contract.

HSPI through an RTI, so a group of companies, as, let's say, head of this RTI, acquired and signed a contract to provide digital, let's say, digital consultancy to the public sector. It was a very important, let's say, contract, because we position ourself in a very strong position on the market. We will provide application services in the cloud perspective. We. It's part of the National Recovery and Resilience Plan. The total value of this contract is very important, EUR 120 million in four years, okay, more or less, of which 61% are secured to the head of this RTI. To the TXT Group, so to HSPI and the synergy that we put in place.

This will be a driver of growth, we are planning, this, let's say, delivery also since last year. We are investing. This is the reason also for some, let's say, less marginality in the public sector and FinTech division that I showed before, because we invested in hiring people, training people, and we want to address this opportunity very strongly. This is a part of our long-term strategic plan to position ourselves in this segment. This contract is, let's say, the first step of a growth in this area that we are planning and we want to do. It's a key milestone for the accelerated growth in a strategic field that we are, let's say, focusing since few years. In terms also, another minor, let's say, investment that we did in January was related to a Smart Solution.

We invested in another company in a small, let's say, startup, that is LasLab. The strategic, let's say, the strategic reason of this investment was related to the market target of this kind of solution. Is a software company selling the software to the consumer credit. We entered in minority shares with the expectation to be the, let's say, the software provider, so the technological provider of the company and build the solution and commercialize the solution to the market. These are the main events. Now we'll have Andrea Favini, that will go deeper a little bit in the financial details. Thank you very much.

Andrea Favini
Investor Relations Manager, TXT e-solutions

Thank you, Daniele. Welcome, ladies and gentlemen, to the financial section of this conference call. Starting from the profit and loss of the year, 2022 shows a revenue of EUR 150.8 million, up 56.4% compared to 2022. On a like-to-like basis, the revenue grew by 18%, and the M&A contributed by approximately EUR 37 million. If you look at the gross margin, the gross margin grew by 43.5% in 2022, and the gross margin as percentage of revenues declined by 2.4 percentage point in 2022.

This is mainly related to the different business model acquired and consolidated in 2021 and 2022, that are mainly company with an offering in the digital advisory and the software engineering field, with a higher incidence of direct costs against the indirect cost, mainly R&D and commercial cost. If we look at the R&D cost, the investment in 2022 grew at a lower rate compared to the revenues. We recorded a growth of 11% approximately compared to 2021. Those investment are fully for the benefit of our Smart Solutions offering. The investment, it's almost fully organic investment in terms of company that were already in our perimeter in 2021.

If we look at the commercial cost, the growth in 2022 is significant, up 45%. The growth is mainly... the investment are mainly incurred to accelerate the growth of all the division. If you look at the commercial cost as percentage of revenues, this slightly decreased by 0.5 percentage point compared to the previous year. If you look at the general and administrative cost, those remain quite stable in terms of incidence on revenues. In fact, in 2022, general and administrative costs were equal to 8.2% of revenues, slightly up compared to the 8.5% recorded in 2021. EBITDA amounted to EUR 23.3 million, as already disclosed by Daniele, it's up 53.3% compared to 2021.

let's say that the EBITDA margin decreased by 0.3 percentage point, and this is mainly related to the consolidation beginning in the fourth quarter of 2022 of the service company, Ennova SpA, with a lower EBITDA margin than the TXT Group average, and due to the particularly positive performance of the TXT Group in the fourth quarter of 2021. If we look at the amortization and depreciation grew by 48%, slightly lower compared to the growth of revenues in the same period, and the growth is to be attributed to the merger and acquisition accomplished in 2021 and in 2022.

Also the amortization, of intangibles, grew by 64.8%, a higher rate compared to the depreciation, because amortization also includes the part of goodwill that has been allocated to other intangibles like customer relationships. Of course, there is, let's say, a higher increase in amortization coming from M&A compared to depreciation itself due to the effect of goodwill allocated through PPA, purchase price allocation. If we look at the reorganization and non-recurrent costs, those are of EUR 1.2 million, of which EUR 0.2 million related to accrual to bad debt provision. There are EUR 0.1 million of reorganization cost, and the remaining of EUR 1 million is mainly non-reoccurring cost, mainly related to write-offs of goodwill and other minor losses.

If we look at the financial result of the period, in 2022, we had a positive balance of EUR 2.3 million, compared to EUR 0.7 million in 2021. The increase was mainly attributable to the adjustment of the fair value of the assets amounting to EUR 2.4 million, relating to the earn-out of Assioma and the put call option for the purchase of the remaining 40% of TXT Working Capital Solutions. In particular, for Assioma, the amount recorded fair value for EUR 2.6 million as of September 30, 2022, was adjusted to EUR 1.5 million based on agreement between the parties.

For the TXT Working Capital Solutions, the amount recorded for EUR 2.8 million was adjusted to EUR 1.6 million based on the expected financial and economic results in 2024 of TXT Working Capital Solutions itself. Financial income also includes the EUR 2.2 million from the fair value measurement of the investment in Banca del Fucino and the share of the results of non-consolidated companies, mainly Reversal, ProSim Training Solutions, and Innova for the period in which the results have not been consolidated in our, let's say, the group, meaning mainly the third quarter of 2022. Tax rates in 2022 was approximately at 26%, in line with the 2021 tax rate.

If we look at the net profit, we recorded significant growth from EUR 7.8 million in 2021, up 52.9% to EUR 12 million in 2022. The net profit margin is of 8%, and it's in line compared to the 2021. If you look to the fourth quarter of the year, the results are really positive, and the revenues are EUR 58.4 million, up 97% compared to the fourth quarter of 2021. The main impact is coming, of course, from M&A.

In fact, we have a EUR 4.5 million of organic growth, and the remaining is a contribution coming from the acquisition. The direct cost grew at a higher rate for the same reason explained for the full year results. The new consolidated company, for example, Innova, it's the incidence of direct cost is of course higher, compared to the other Smart Solutions companies that we have in our consolidation perimeter. In terms of EBITDA of the period, in the fourth quarter, we recorded a 15% EBITDA margin, down compared to the 19.4% EBITDA margin of fourth quarter of 2021.

Let's say the 2022 fourth quarter results are more in line with the average target of the company, while in the fourth quarter of 2021 we recorded some extraordinary, let's say, profit coming mainly from multi-year projects. Of course, the incidence of depreciation includes all the effect of the company consolidated in the period, and the organizational recurrent costs are those discussed for the full year, for the full year results, as well as the financial net financial income. In terms of net profit, the net profit of the fourth quarter of 2022 was EUR 6.7 million, equal to 11.4% of revenues of the period.

If we move to the net financial debt, the consolidated net financial debt, unadjusted... Next slide, please. The, let's say unadjusted consolidated net financial debt as of December 31st, 2022 was positive for EUR 38.3 million, with an increase of EUR 26.6 million compared to the negative balance of EUR 11.6 million as of 31st December, 2021. The increase is mainly attributable to the effect of the acquisition net of the acquired financial debt for EUR 19.4 million, the purchase of treasury share for EUR 5.5 million, and the effect of an increase in the net working capital of EUR 12.6 million, which is expected to decrease in the first half of 2023.

The net financial position, the net financial debt include EUR 8.5 million of debt referred to IFRS 16, up EUR 2.7 million compared to EUR 5.7 million as of December 31, 2021, and are also included EUR 11 million of debt for earnouts and put call option for the purchase of minority interest, of which are EUR 6.7 million beyond the term month. If we look at in the details of the unadjusted net debt position as of December 31, 2022, cash and cash equivalents for EUR 33 million mainly consist of let's say bank accounts held in major Italian banks.

If we look at the financial instruments at fair value for EUR 49 million, those are mainly related to investment in multi-segmentation tools with a partially guaranteed capital and bond loan and government securities with an average, with an overall medium low risk profile. If we look at the current financial debt as of December 31, 2022, which is equal to EUR 52 million, it includes mainly EUR 44 million for the current portion of noncurrent financial debt and short-term loans of money, and are also included EUR 4.3 million as estimated disbursement for the first earnouts, and EUR 2.5 million for the short-term period of the debt for rental and lease following the adoption of the accounting standard IFRS 16.

The short-term financial resources are equal to EUR 30.3 million as of December 31, 2022, down EUR 7.5 million compared to the net financial resources as of December 31, 2021. If we look at the non-current net financial debts, which is equal to EUR 69 million as of December 31, 2022, it related to for EUR 57 million to the portion of medium to long-term loans with the maturity over 12 months. We have EUR 7 million for the estimated fair value of the debt for put call option and earnouts linked to the acquisitions. There are EUR 6 million for the medium long-term portion of the debt for the payment of rental lease office accounted for according to IFRS 16.

If we look at the consolidated adjusted net financial position as of December 31, 2022, it is positive, so a net debt of EUR 20 million, up EUR 18.3 million compared to the consolidated net financial position unadjusted as of December 31, 2022. The difference of EUR 18.3 million is mainly consisting to the reclass of the TXT Group investment in main bank accounted for within fixed asset in the financial statement and adjusted within the financial asset in the adjusted financial position. Also included, the share still to be transferred in the context of the M&A operation concluded in the November and December of 2022.

The adjusted net debt position, it's equal to EUR 20 million as of December 31, 2022, and it's down EUR 28 million approximately compared to the adjusted net debt position as of end of 2021. If you look at the balance sheet, as of 31st December, 2022, intangible asset grew by EUR 22.8 million, and the growth is mainly related to the goodwill accounted for in the period. In fact, the goodwill increased from EUR 44.6 million end of 2021 to EUR 63.5 million end of 2022. We can say that the growth is mainly driven by acquisition thus by the increase in goodwill.

Tangible assets increased at a lower, let's say rate, EUR 6 million compared to 2021 and are equal to EUR 18.3 million as of end of 2022. In the other fixed asset, it's included the, in the stake in Banca del Fucino, which also recorded an adjustment in its fair value and is the main, let's say, driver in the change occurring, the other fixed asset. Total fixed asset are up to EUR 150 million up to EUR 32 million compared to the 2021. If we look at the net working capital, in as of December 31, 2022, it is equal to approximately EUR 37 million, up approximately EUR 13 million compared to the end of 2021.

The growth it's of course explained also by the fact that there is the full, let's say, assets and liabilities of the new acquired companies, while of course, the profit and loss consolidate only the pro rata part of the economic results of the period. Nevertheless, of course, the group expect a reduction in the net working capital during the first, let's say half of 2023 due to a temporary growth of receivables. Which is, let's say more or less a standard for the TXT Group. The severance and other non-current liabilities grew by EUR 1.5 million, mainly for the acquisition.

Of course, we also recorded a significant growth in the shareholders' equity, driven by the net profit and the effect of the treasury shares, the sales and the repurchase of treasury shares. If we move to the next slide. The shareholder structure as of December 31st, 2022 shows Laserline, the vehicle of the TXT chairman Enrico Magni, owning a stake of 30%. There are the managers of the group owning a stake of 16%. These, those are mainly coming from the M&A operation in which TXT paid part of the consideration by using treasury shares. There is the market owning 43%. A new investor, LBO Global Asset Management SA, owning 3%. We have treasury shares that are accounting for the 7% of the capital of TXT.

The number of treasury share as of December 31, 2022 are 906.6 thousand. The market data shows as of December 31, 2022, a price per share of EUR 12.84 and a market cap of EUR 155 million. Based on historical net profit result achieved and the sustainability of the business, which is sufficient to generate cash to finance the Group ambitious growth plan, together with treasury share and medium longer to term financing, the board proposed to the shareholder meeting the distribution of a dividend of EUR 0.18 per share for each of the outstanding shares, excluding treasury share, with payment starting on May 24, 2023.

Record date 33rd of May, 2023, and ex-dividend date 22nd of May, 2023. The total dividend will thus be of approximately EUR 2.2 million, with a dividend yield of 1.4%, calculated on the stock price as of December 31st, 2022. If we look at the graph for dividend and treasury share repurchase. In 2022, the group did not pay any dividend. EUR 5.5 million were, let's say, invested in the repurchase of treasury shares that has been mainly used for the M&A plan that is still ongoing. We are done for the financial section of this conference call. Now, I let Daniele and Brigid go through the Q&A. Thank you so much for your attention, and see you the next time.

Thank you again.

Operator

We were mute. Sorry. Thank you very much, Andrea. Like you said, we will now begin the short Q&A session, even though today we got quite a few questions. I'll go one by one, Daniele, if you agree.

Daniele Misani
CEO, TXT Group

Yes.

Operator

Yes. Our first question came from Paul Phelan, who said that our ability to grow organically and via acquisitions and synergistically is impressive. Thank you very much. How far do you think you can go with the strategy?

Andrea Favini
Investor Relations Manager, TXT e-solutions

Okay. Thank you, Paul, for the consideration. We did this plan starting, let's say the plan started in 2000 after the selling of retail, 2018, but of course, it started to go.

Daniele Misani
CEO, TXT Group

On a ramp up phase, in the last 3 years, so starting from 2020. Results is very positive. This is our strategy to continue to aggregate, let's say, excellency in an ecosystem, leverage on synergies. Synergies that are commercial synergies, of course, in order to upsell and cross-sell different offering to customer, large customer mostly. To do synergies in terms of technological capability. We have a center of excellences in different technological, let's say fields, like cybersecurity, artificial intelligence, IoT, extended reality that we are pushing and we are using as apps in order to serve all the company of the ecosystem. This strategy is fundamental to be continued in the next 3 years plan.

We are planning a 3-year plan starting from 2023 to continue with this approach in which we leverage synergies among the ecosystem, and we add companies in order to diversify the offering and reach more market segments. We are planning to continue at least for 3 years before doing any other kind of consideration. The plan continues. Of course, the performances are still, let's say, a question mark, of course. The track record is positive. We are very committed to continue on this road, and we are planning, and we want to achieve the same result we did in the last few years also in a time span of 3 more years, at least.

Operator

Okay. Thank you very much. The second question is from Andrea Bonfà . I hope I pronounced that correctly. He calculated EUR 120 million of new public administration orders over 2023-2026. Is this correct? If yes, how is the workload of those orders? Is it homogenous year per year or front-loaded or back-loaded? Are we counting on more orders?

Daniele Misani
CEO, TXT Group

Yes. Let's say the estimation given by Andrea is quite correct. There's a sum up of, let's say, of previously acquired with respect to the big, let's say 120... 61% of EUR 120 million order booking. Is something in the order of EUR 120. Summing up also the previous one already acquired, plus the ones that we inherited from the company we acquired in the last month of 2022, and speaking about PGMD, that is working for the healthcare segment in the public administration segment. EUR 120 million, that will be, let's say, is a maximum amount to be achieved during the four years. There is still a delivery and capacity, let's say, plan in order to meet the overall amount.

There is an expectation to have more orders because we are still working on tenders, so there is the opportunity to increase the order booking also in these directions. Of course, the, let's say, the revenue booking with respect to these orders is not homogeneous because in general, these are big and large projects, has a ramp up phase in which we start to work, but let's say the... We think to start to have an homogeneous workload, so in the half of the period. First year is a ramp up, then there is a plafond, plateau. No plafond. Plateau is better than plafond. Plateau. There is at the end, when the project is closing, a little bit slow down.

It's not homogeneous. The most revenue impact will come starting not 2023, but 2024, okay? This amount of money.

Operator

Okay. Thank you. Andrea also sent us another question. Yes. Have you an estimate of the annualized sales that your 2023 M&A might generate?

Daniele Misani
CEO, TXT Group

The contribution of M&A, I understand. In 2023. As the slide telling the governance model for 2023, we have confirmed that we are planning to reach an overall revenue consolidated in 2023, more than EUR 250 million. This is given by the contribution, of course, of organic growth, and we are planning to continue in double digits. Starting from EUR 200 million means EUR 220 at least, if we have 10% growth. The remaining is the contribution coming expected from the M&A consolidated. Of course, you know, when we are speaking about M&A, there is also the timing of the M&A that can have an impact on the consolidated result.

If we close in the second half of the year, it will be difficult to have a strong consolidation. We are still planning to do, let's say, extraordinary operation in the right time in order to consolidate more than EUR 250 million. I know that I give a political answer and not so clear, let's say the main number is EUR 250 million more as revenues of 2023 with a mix of organic plus M&A.

Operator

Okay. Thank you. In advance of this call this morning, we received also a couple of questions from Massimo Vecchio. I hope I pronounced his surname correctly. His first question, I feel I could continue on from the last question we had. In particular, he would like to know if the M&A strategy will continue in 2023 or would it be a year of consolidation considering that there's a reduction in cash, in light of the net financial position.

Daniele Misani
CEO, TXT Group

Too many financial.

Operator

Not being that neutral. I'm also translating in the meantime, so that's why.

Daniele Misani
CEO, TXT Group

Too many technical and financial statements.

Operator

Too many acronyms, yes.

Daniele Misani
CEO, TXT Group

No. I understood the question, it was already answered during the presentation. We will continue with the M&A plan. Our strategy is to continue with the plan that we are already implementing, also in the next 3 years phase. We use cash and so on, but we are in a, we can access to credit, so we can do leverage in order to have, let's say a net financial position, as I said, during the governance targets that I put in the presentation to reach at maximum 2 times the EBITDA in terms of, let's say net financial position. We have space in order to continue to do M&A and to continue to invest in order to grow. We will do it.

Operator

Another one of his questions, another question from Massimo was, he would like to know if the investment in Banca del Fucino will definitely be sold in during this year, or is there hope that the IPO will come before 2024?

Daniele Misani
CEO, TXT Group

The IPO, I think... I mean, the IPO of the bank probably.

Operator

Probably, yes.

Daniele Misani
CEO, TXT Group

You know, there is a plan to do the IPO of the bank. Of course, it's not under our control. It's also a matter of the, let's say, I think the situation in the market that in some cases is not, let's say good in order to do such kind of operations. We are monitoring the possibility that this IPO will happen. Still we are planning, and we are moving in order to dismiss the investment, also not through the IPO, but to another investor that wants to acquire the shares. We are moving this direction because we plan to get this, let's say, benefit from investment in order to continue our M&A operations.

Operator

Of course. Another question, once again from Massimo, was If your major-

Daniele Misani
CEO, TXT Group

Massimo has a lot of questions.

Operator

Yes, he's got five in total.

Daniele Misani
CEO, TXT Group

Okay.

Operator

This is the third question.

Daniele Misani
CEO, TXT Group

Let's go.

Operator

Is the majority control of ProSim-TS probable by 2023 or more than likely not before 2024?

Daniele Misani
CEO, TXT Group

ProSim. Okay.

Operator

Mm-hmm.

Daniele Misani
CEO, TXT Group

No, the acquisition of ProSim was more an investment to do a boost of a company that was in a stable position but small. The decision for us was to invest, putting a capital increase in order to develop new products. In particular, there is a trend for the civil aviation training in which there is a shortage of pilots now.

Operator

Mm-hmm.

Daniele Misani
CEO, TXT Group

There is lot of need of training and training device. The authorities are changing the regulations. There is a, let's say, a strong input from technology that can help the training of pilots by using, let's say, new extended reality solution, virtual reality solution, and so on. We decided to invest in ProSim in order to have an access to the market because they are already present, but, to invest in the platform, and 2023 is a year in which we will continue to invest. Our, let's say, option in order to acquire the majority, so to start to consolidate is in 2024, because 2023 will be, let's say, at least the first half development phase of the new products start to be addressed to the market in the second half of the year.

We start to consolidate, hopefully, according to the plan, when the company start to earn money. It will be a positive impact in our, let's say, financial plan.

Operator

Okay. Thank you.

Daniele Misani
CEO, TXT Group

It was good as an answer for you?

Operator

Yeah.

Daniele Misani
CEO, TXT Group

Okay.

Operator

I think it was great.

Daniele Misani
CEO, TXT Group

Okay. Another one.

Operator

The second last question. What about Reversal? Is it closed or are we still completing the constitution? Do you know when it will be operational?

Daniele Misani
CEO, TXT Group

For Reversal, yes. For Reversals, we didn't put too many information out because it's still into the incubation phase, let's say.

Operator

Okay.

Daniele Misani
CEO, TXT Group

We started to start up the company, doing some investment, but it's not yet mature in order to communicate outside. We are, let's say, in a bootstrap phase. We have some cost. As far as today is not consolidated but is aggregated into the net profit. Before the net profit in terms of contribution of non-consolidated companies, there are costs in the company because we are bootstrapping the overall structure. I plan that we will start to communicate as soon as we start to commercialize offering during the second half of this year. We'll be provided more information about Reversal during the second half of this year.

Operator

Okay. The fifth and final question from Massimo-

Daniele Misani
CEO, TXT Group

Okay

Operator

is about, Beucare Polaris . We're promoting it a lot, but there's no contract apart from the one that Valmet ech signed.

Daniele Misani
CEO, TXT Group

Mm-hmm.

Operator

Is the market not interested or are there too many competitors?

Daniele Misani
CEO, TXT Group

Let's say, Polaris is the platform that address the market in a unique way with respect also the competition. There is a, let's say, an establishment of, services related to factoring in general that are already well established and in use by many companies. The new approach provided by the marketplace of Polaris is still something new, and it takes time in order to ramp up. We are suffering some slowdown because it's slower than what we forecasted during the planning of this company. To reach the targets and bring them to the marketplace and start to generate value within the marketplace. You know, the offer is being based on the marketplace, you need people inside the marketplace in order to do business.

This acquisition of players in the marketplace is lower than we expected. We are moving to power up this offering. We are discussing with a possible partner that will enter with an additional approach to insurance, to put an insurance on the credit that will be an added value to the market, a new feature in order to attract more players to enter. We are still investing and planning this year to have, let's say, the benefit that we planned in the past, but with a delay with respect to the expectation. We are in delay, let's say, of one year with respect to the initial expectations.

This brought also this valuation of the, let's say, of the asset, of the goodwill itself, because we had to put a call on this topic with the founder that, of course, will not be reached because the plan delayed.

Operator

Mm-hmm. Okay.

Daniele Misani
CEO, TXT Group

You understood or not so much?

Operator

No, completely.

Daniele Misani
CEO, TXT Group

Okay. Okay.

Operator

Okay.

Daniele Misani
CEO, TXT Group

There are other questions coming from the chat.

Operator

We have two anonymous questions. The first question is, are we planning an Investor Day during the year?

Daniele Misani
CEO, TXT Group

Yes. As I already also discussed, we planned to do this Investor Day in the past. The situation on the market was quite complex. Now there is, let's say, a little discontinuity with respect to the overall plan because, let's say the board of directors will, with the approval of the results, end the three-year period. A new one will be renewed after the shareholder meeting in April. It will be done during the second quarter or in the second half of the year after summer. We are planning to show to the market the overall plan for the next three years.

Operator

Okay.

Daniele Misani
CEO, TXT Group

Other questions?

Operator

The last question, another anonymous question.

Daniele Misani
CEO, TXT Group

There are a lot of anonymous.

Operator

Okay. Thank you very much.

Daniele Misani
CEO, TXT Group

Not brave people.

Operator

Thank you very much for your questions, whoever you are. The last question is what is the EBITDA margin recorded by Innova in 2022? What are your expectations for 2023?

Daniele Misani
CEO, TXT Group

Okay. Let's say, being Innova is service business mainly, like the other service business, the average, let's say, target that we put for service business is around 10%-13%, let's say, as a target expected also for the next year. This year, it was closed on the, let's say, same kind of, order of magnitude. We are speaking about 12%, something like that. Of course, we consolidated just one quarter, so, you know, when you close, the profit and loss, during the year is never an average because, it's a little bit to understand the overall, performance. Let's say the overall performance of the company of 2022 was around 12% in EBITDA margin.

Operator

Thank you very much, Daniele, for your time. I believe those are all of the questions that we have received so far. If you have any more questions, please, write an email to Andrea at iortexecutive.com, and I'm sure he'll get back to you.

Daniele Misani
CEO, TXT Group

Thank you, everybody. Thank you, Andrea. See you the next.

Operator

3 months.

Daniele Misani
CEO, TXT Group

In another month. Thank you very much.

Operator

Thank you.

Daniele Misani
CEO, TXT Group

Bye bye.

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