CONSOLIDATED FINANCIAL STATEMENTS AS AT 30/06/2024
Interim Financial Report 2024
(according to IAS/IFRS)
1. CORPORATE BODIES
1.1 Board of Directors | page 3 |
1.2 Board of Statutory Auditors | page 3 |
1.3 Independent Auditing Company | page 3 |
2. MANAGEMENT REPORT TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF THE LINDBERGH GROUP AS AT 30 SEPTEMBER 2024
2.1 Introduction | page 4 | ||
2.2 | Profile | page 5 | |
2.3 The Lindbergh Group as at 30 June 2024 | page 6 | ||
2.4 The Lindbergh Group as at 23 September 2024 | page 6 | ||
2.5 | Certifications and authorisations | page 7 | |
2.6 | Significant events during the first half | of 2024 | page 7 |
2.7 | Significant events after the first half of | 2024 | page 8 |
2.8 Lindbergh on the Stock Exchange | page 8 | ||
2.9 Treasury Shares and Stock Grant Plan | page 9 | ||
2.10 The Lindbergh Group's Economic, Financial and Asset Situation | page 9 | ||
2.11 Key Economic and Financial Data | page 11 | ||
2.12 The half-year figures in detail | p. 14 | ||
2.13 Business outlook | page 15 |
3. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2024
3.1 Consolidated Financial Statements of the Lindbergh Group as at 30 June 2024 | page 17 |
3.2 Notes to the Consolidated Financial Statements | page 22 |
3.3 Independent Auditor's Report | page 48 |
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1. CORPORATE BODIES
1.1 Board of Directors
The Board of Directors of Lindbergh S.p.a. consists of 7 members elected by the Ordinary Shareholders' Meeting on 29 April 2024 (on the basis of the provisions of the Articles of Association in force at the date of the relevant appointment) and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026.
The current composition of the Board of Directors is as follows:
Office | First and last name | Place of birth | Date of birth |
Chairperson with delegated | Marco Pomè | Bergamo (BG) | 13 June 1965 |
powers (1) | |||
Managing Director (1) | Michele Corradi | Parma (PR) | 27 November 1975 |
Director | Andrea Allegrini | San Giovanni Bianco (BG) | 04 February 1986 |
Director | Monica Ricò | Parma (PR) | 29 May 1980 |
Director | Matteo Vaccari | Parma (PR) | 15 December 1983 |
Director | Stefano Pioli | Salsomaggiore Terme (PR) | 23 December 1964 |
Independent director (2) | Carlo Alberto Carnevale Maffè | Vigevano (PV) | 09 September 1961 |
(1) Executive Director.
(2) Director meeting the independence requirements
1.2 Board of Statutory Auditors
The Board of Statutory Auditors of Lindbergh S.p.A. was appointed by the Ordinary Sharehold- ers' Meeting of Lindbergh S.p.A. on 29 April 2024 (on the basis of the provisions of the Articles of Association in force at the date of the relevant appointment) and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2026.
The current composition of the Board of Statutory Auditors is as follows:
Office | First and last name | Place of birth | Date of birth | |
Chairperson | Peter Pellegri | Parma (PR) | 19 | February 1974 |
Standing auditor | Filippo Fedi | Cremona (CR) | 01 | July 1975 |
Standing auditor | Francesca Masotti | Milan (MI) | 21 | August 1969 |
Alternate Auditor | Lara Rastelli | Cremona (CR) | 11 | February 1981 |
Alternate Auditor | Massimo Magnani | Riccione (FO) | 01 February 1971 | |
1.3 Independent Auditing Company Bdo Italia S.p.a.
The Independent Auditing Company was appointed by the Ordinary Shareholders' Meeting of Lindbergh on 29 April 2024 and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026.
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2. MANAGEMENT REPORT TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF THE LINDBERGH GROUP AS AT 30 SEPTEMBER 2024
2.1 Introduction
Dear Shareholders,
these condensed consolidated interim financial statements as at 30 June 2024 have been prepared on a voluntary basis in accordance with the Euronext Growth Milan Regulation. It should be noted, in fact, that the group is not obliged to prepare consolidated financial statements pursuant to Legislative Decree 127/1991.
In accordance with the Euronext Growth Milan Issuers' Regulation, Part One, Article 19, the Group has exercised its option to prepare its financial statements in accordance with International Financial Reporting Standards (hereinafter also referred to as 'IFRS').
In the preparation of the condensed consolidated interim financial statements, prepared in accordance with IAS 34 'Interim Financial Reporting', the same accounting principles were applied as those already adopted in the preparation of the consolidated financial statements as at 31 December 2023, to which reference should be made for completeness.
IFRS are all international accounting standards as issued by the International Accounting Standards Board (IASB) and endorsed by the European Union at the date of approval of these condensed interim financial statements, as well as all interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC).
The Consolidated Financial Statements reflect the results of the accounting records regularly kept by the parent company and its subsidiaries, adjusted by the eliminations inherent in the consolidation process. The statement of financial position and results of operations of the Group are presented in a clear, true and fair manner in accordance with the provisions of IAS 34 'Interim Financial Reporting'.
Pescarolo ed Uniti (CR), 23 September 2024
The Chairperson of the Board of Directors
Marco Pomè
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2.2 Profile
The Lindbergh Group operates in Italy and France. It offers unique, value-added logistics services to customers in a variety of industries through networks of technical assistance and 'field operations management'. The services offered are aimed at increasing the productivity of tech- nicians. In addition, the Group operates two other business units: its Waste Management/Cir- cular Economy services manage the entire flow of industrial waste and act as a single point of contact for large customers with special needs and requirements relating to waste disposal and recovery. In 2023, the Group set up a full-fledged Circular Economy service, where the waste produced by customers is isolated, sorted and processed. Finally, each waste material (leather, rubber, plastics, etc.) is sent for true recovery at centres specialised in these processes and in obtaining secondary raw material which, through the 'Regenesis' project launched in 2024, can be resold to the same brands that produce the waste. The third business unit, launched in 2023, operates in the HVAC (heating, ventilation and air-conditioning) sector. Through its subsidiary SMIT, the Group aims to become the leading player in Italy in servicing and installing HVAC equipment. Through the acquisition of Technical Assistance Centres throughout Italy, SMIT is acting as an aggregator in a market that is extremely fragmentary. The optimisation of structural costs, combined with the provision of logistics services that Lindbergh has always offered its customers, will from now on be the objectives for process standardisation and cost rationalisation. In addition, the combination of all the different competences will yield benefits in terms of business and sales of services.
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2.3 The Lindbergh Group as at 30 June 2024
(79%) | Lindbergh Spa | (100%) | ||||||
Lindbergh | France Sas | Smit | Srl | |||||
(100%) | Gatti Ermanno Srl | |||||||
Alberti Srl | (100%) | |||||||
(55%) | Climan Srl | |||||||
RCR Srl | (100%) | |||||||
(65%) | Idro Calor Srl | |||||||
Vergottini Srl | (100%) | |||||||
2.4 The Lindbergh Group as at 23 September 2024
(79%) | Lindbergh Spa | (100%) | ||||||
Lindbergh | France Sas | Smit Srl | (HVAC) | |||||
(100%) | Gatti Ermanno Srl | |||||||
Alberti Srl | (100%) | |||||||
(59.9%) | Idro Calor Srl* | |||||||
RCR Srl | (100%) | |||||||
(100%) | EPS Srl | |||||||
Vergottini Srl | (100%) | |||||||
*: the company incorporated Climan Srl from July 2024 |
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2.5 Certifications and authorisations
The operational parent company Lindbergh S.p.a. possesses all the necessary authorisations to run the three Business Lines, which represent an important barrier to entry into the relevant sectors, as well as quality certifications issued by accredited bodies.
In particular, the Company:
- is registered in the Road Haulage Register maintained by the Ministry of Infrastructure and Sustainable Mobility;
- is registered in the National Register of Environmental Managers held by the Ministry of Ecological Transition as an authorised entity (i) for the collection and transport of special non-hazardous waste, (ii) for the collection and transport of hazardous waste, and (iii) for the intermediation and trade of waste without holding;
- is authorised by local authorities (Provinces and Metropolitan Cities) to store special waste (in the local units of Opera (MI), Calderara di Reno (BO), Vigonza (PD), Fiano Romano (RM);
- is certified according to UNI EN ISO 9001:2015 ('Quality Management Systems');
- is certified according to UNI EN ISO 14001:2015 ('Environmental Management Systems');
- is certified according to UNI EN ISO 45001:2018 ('Occupational health and safety manage- ment systems').
- is certified according to UNI EN ISO 27001:2018 ('Information Security Management Systems');
In November 2021, an organisational, management and control model was also adopted pursuant to Legislative Decree No. 231/2001, as a set of protocols regulating and defining the corporate structure and the management of its sensitive processes, as well as appointing the relevant Supervisory Board.
2.6 Significant events during the first half of 2024page
On 11 January 2024, the company announced that Sun Mountain Fund LP, a leading investor based in Boston (US), had reached a stake of approximately 3.86% in Lindbergh's share capital, holding 328,000 ordinary shares.
On 31 January 2024, the company announced that PINVEST Srl (a company linked to by the Chairman of the Board of Directors Marco Pomè) had sold 100,000 ordinary shares, represent- ing 1.18% of Lindbergh's share capital, to major leading institutional investor.
On 29 February 2024, the company announced that Algebris Investments LTD had exceeded the relevant threshold of 5% of Lindbergh's share capital.
On 07 March 2024, the company announced that, through its subsidiary Smit Srl, it had en- tered into an agreement for the acquisition of two business units of the companies 'Alberti Sas' and 'RCR Impianti Tecnologici Srl', respectively, which have been operating for over 30 years in the assistance and installation of heating and plumbing systems in the lower Veneto region.
On 27 March 2024, the company announced the closing of the acquisition, through its subsid- iary SMIT Srl, of the business units of Alberti Sas and RCR Impianti Tecnologici Srl.
On 11 April 2024, the company announced that, through its subsidiary Smit Srl, it had entered into a preliminary agreement to acquire the Valtellina-based company Vergottini Srl, which op-
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erates in the HVAC sector. The closing of the acquisition transaction took place on 13 May 2024.
On 29 April 2024, the Ordinary Shareholders' Meeting approved the Financial Statements as at 31 December 2023. The Shareholders' Meeting appointed the new Board of Directors, the Board of Statutory Auditors and the independent auditors, who will remain in office until the approval of the financial statements as at 31 December 2026. The meeting also approved the new 18-month buyback plan.
On 28 May 2024, the company announced that it had signed a three-year agreement with the LVMH Group to provide circular economy services through a project called 'CircularITALIE'. The partnership is aimed at Lindbergh's offer of innovative services and solutions for the logistics, document and IT management of all recovery processes, with the objective of enhancing unused materials from the manufactures of the LVMH Group Maisons and their main suppliers.
On 27 June 2024, the company announced that it had signed, through its subsidiary SMIT Srl, a preliminary agreement for the acquisition of EPS Energy Pro. System Srl of Lecco. After the acquisition of Vergottini Srl, Lindbergh thus confirms its strategic target of becoming the first Italian industrial company able to provide technical assistance and installation services in the HVAC sector.
On 28 June 2024, the company announced that it had attained a 100% stake in SMIT Srl, a vehicle company for the process of development in the HVAC sector.
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Significant events after the first half of 2024
On 29 July 2024, the company announced the closing, through its subsidiary SMIT Srl, of the transaction involving the acquisition of 100% of the capital of EPS Energy Pro. System Srl of Lecco.
On 01 August 2024, the company announced that it had signed, through its subsidiary SMIT Srl, a preliminary agreement for the acquisition of ITR Srl and EcoManutenzioni Impianti Srl of Rome.
On 17 September 2024, the company announced the start of the Regenesis project to supply 100% recycled and tracked materials. The project will see the collaboration of major players covering the different stages of the finishing process. - Lindbergh on the Stock Exchange
Admission to trading took place on 16 December 2021 following the placement, at an offer price of EUR 1.70 per share, of a total of 2,675,000 ordinary shares, of which 2,499,000 shares as part of a capital increase and 176,000 shares placed as part of the exercise of the over-al- lotment option on sale granted by the shareholders Pibes S.r.l., Pinvest S.r.l., Livingston S.r.l. to Integrae SIM S.p.A., as Global Coordinator.
The total value of the funding raised through the placement is EUR 4,547,500, of which EUR 4,248,300 from the capital increase and EUR 299,200 deriving from the exercise of the over-al- lotment option on sale granted by the shareholders Pibes S.r.l., Pinvest S.r.l., Livingston S.r.l.
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The free float of the Company post-listing is 29.74% of the share capital. Based on the offer price, the expected post-money market capitalisation was EUR 14,448,300.
In addition, as part of the listing transaction, 2,528,000 'Lindbergh Warrants 2021-2024' were issued, allocated free of charge, based on the ratio of 1 Warrant for every 1 Share, for every ordinary share to all those who subscribed ordinary shares as part of the Offer or who purchased them as part of the exercise of the over-allotment option.
The conversion ratio is equal to 1 Share for every 2 warrants held, with strike-price equal to the placement price increased by 30%, for each of the three exercise periods provided for according to the terms and conditions of the Warrant Regulations available on the website www. lindberghspa.it, in the Investor Relations section.
The share capital of Lindbergh S.p.A., after the capital increase, consists of a total of 8,499,000 ordinary shares with no par value. The following identification codes have been assigned:
- Shares (Alphanumeric Code: LDB - ISIN Code: IT0005469272)
- Warrants (Alphanumeric Code: WLDB24 - ISIN Code: IT0005469207)
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Own Shares and Stock Grant Plan
By resolutions passed at the Shareholders' Meetings on 8 September 2022 (for the first plan) and 29 April 2024 (for the second plan), the Share Purchase and Disposal Plan was approved. As at 30 June 2024, the company held 149,500 treasury shares, equal to 1.8% of the share cap- ital. The 2023 Stock Grant Plan, also approved by means of shareholders' meeting resolution of 08 September 2022, ended with the free allocation of 13,500 shares to employees. - Lindbergh Group's economic, financial and asset situation
Alternative Performance Indicators
In accordance with the ESMA recommendation on alternative performance indicators (ESMA/2015/1415), the tables in paragraph 2.11 highlight the main alternative performance indicators used to monitor the Group's economic and financial performance.
EBITDA is a non-GAAP measure used by the Group to measure its performance. EBITDA is calculated as the algebraic sum of the profit for the period before taxes, income (including foreign exchange gains and losses), financial expenses and depreciation, amortisation and write- downs. Please note that EBITDA is not identified as an accounting measure under the IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Company may not be homogeneous with that adopted by other groups and, therefore, the balance obtained by the Company may not be comparable with that determined by the latter.
EBIT is a non-GAAP measure used by the Group to measure its performance. EBIT is calculated as the algebraic sum of the profit for the period before tax, financial income (including foreign exchange gains and losses), and financial expenses. Please note that EBIT is not identified as an accounting measure under the IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Company may not be homogeneous with that adopted by other groups and, therefore, the balance obtained by the Company may not be comparable with that determined by the latter.
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Net Financial Debt is a good indicator of the Group's financial structure. It is determined as the result of current and non-current financial liabilities less cash and cash equivalents and current financial assets. The effects on net financial debt of leasing liabilities and non-current payables related to acquisitions made by the Parent Company were also included.
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