Tps S.p.a.MIL: TPS

2023 03 24 TPS Board of Directors approves the draft financial statement 2022

· Issued by TPS S.p.A.

Technical Publications Service S.p.A.

  • ● PRESS RELEASE ●

TPS GROUP CONTINUES ON ITS DEVELOPMENT PATH

The Board of Directors approves the draft financial statements and consolidated financial statements of the Group at 31 December 2022, proposing the distribution of a € 0.06 dividend per share and the authorisation to purchase and dispose of treasury shares

  • Revenue: Euro 37.8 million

  • EBITDA: Euro 7.6 million

  • Adjusted Net Profit: Euro 3.8 million

  • Net Financial Position: Euro (18.7 million) before the application of IFRS16

Gallarate (VA), 24 march 2023 - TPS S.p.A. (TPS: IM), the operational holding company of the TPS Group, a leader in the aeronautical and automotive engineering and technical services sector ("TPS" or the "Company" or "Issuer"), announces that the Board of Directors today approved the Group's consolidated financial statements and the financial statements of TPS S.p.A. for the financial year ended 31 December 2022.

The Board of Directors also resolved to propose to the Shareholders' Meeting, which has been convened on first call for 28 April 2023, and if necessary, on second call on 29 April 2023, the distribution of a gross dividend of € 0.06 for each outstanding share, according to the following schedule: ex-dividend date (ex-date) 8 May 2023, date of eligibility to receive the dividend (record date) 9 May 2023 and date of dividend payment (payment date) 10 May 2023.

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Key consolidated results at 31 December 2022

The consolidated financial statements were prepared on the basis of the financial statements for the year ended 31 December 2022 of the Issuer as well as the other Group companies within the scope of consolidation, including Air Support International S.r.l., Aviotrace Swiss SA, EMTB S.r.l., Satiz Technical Publishing & Multimedia S.r.l., Satiz Poland sp. zoo. e Stemar Consulting S.r.l.

Revenues are Euro 37.8 million, which is substantially stable compared to the Euro 37.6 million of 2021.

More specifically, the TPS Group is structured as a transversal organization to individual companies and is based on 4 Strategic Business Units: Technical Publishing & Training, Engineering & Cost Engineering, Avionic Services & Informative Technologies, Digital Content Management.

In 2022, EBITDA amounted Euro 7.6 million in line with the last accounting period, corresponding to an EBITDA margin of 20%. EBIT, equalling Euro 5.7 million, also grew compared to 2021, when it was Euro 5.4 million

The Adjusted Net Profit, considered net of the extraordinary expenses, referred to organisational restructuring charges of Euro 3.8 million.

Net Profit amounted to Euro 3.7 million of which Euro 3.6 million attributable to the Group. Net profit in growth compared to the Euro 3.6 million in 2021.

The consolidated net financial position, before the application of IFRS 16, improved significantly, going from Euro (16.8) million in 2021 to Euro (18.7) million in 2022. As a result of the impact of the aforementioned standard on rights-of-use and leases, the NFP decreased to Euro (15.5 million) compared to Euro (14.6 million) in 2021. Growth is to be attributed to cash generation, net of investments for the period.

Key TPS results at 31 December 2022

Revenue amounted to Euro 20.5 million growing to 4.5% ca compared to Euro 19.7 mil in 2021, thanks to the increased technical and design services provided to the aeronautical sector

EBITDA was at 4.4 million, up on the Euro 3.9 million in 2021, and with an EBITDA margin of approximately 21%. EBIT equalled Euro 3.8 million (Euro 3.2 million in 2021).

Net Profit went from Euro 2.3 million in 2021 to Euro 3.9 million in 2022.

The net financial position was Euro (13 million) compared to Euro (9.9 million) at 31 December 2021. Growth is attributable to the generation of operating cash and improved working capital performance.

Business outlook

The 2022 accounting period began with the Russian invasion of Ukraine, a situation that triggered further and serious shocks to the global economic system. This lasting situation of uncertainty has affected the plans and developments of many of our important clients, who have had to rethink their strategies and adapt their production systems to these new conditions. The TPS Group has been able to strengthen its own strategic position and to confirm its turnover by intervening on its internal organisation and selectively reviewing the organisational and production processes, operations that have allowed the Group to achieve margins in line with those of the previous accounting period and above all, project the Group towards expected growth for 2023.

During the course of the year, the TPS Group has further strengthened its information technology, which has had ISO 27001 certification since 2021, and it has also made significant investments to improve the functionality of its processes, also in support of the TPS Training Academy. In 2022 the TPS Training Academy delivered a series of specific training courses, aimed at giving new graduates in scientific fields the specific skills they need to work efficiently within the Group.

In order to strengthen the Group's activities in SBU Digital Content Management, at the end of 2022, the subsidiary, Satiz Technical Publishing & Multimedia s.r.l. acquired a majority shareholding in Fore Comunicazione S.r.l., a digital communication agency based in Turin.

Forecasts for 2023 show organic growth for our businesses, especially for design engineering and aviation industry development. TPS is currently boosting its activities in the Oil & Gas and rail industries, where interesting new business opportunities have opened up.

The Group is continuing along its growth path, assessing new opportunities for industrial integration with businesses that can bring new expertise into the value chain that we place at the disposal of our clients.

Allocation of profit for the period

TPS S.p.A. 's financial statements at 31 December 2022 show a profit of Euro 3,942,844.

The Board of Directors resolved to propose to the Shareholders' Meeting that profit for the year is allocated as follows:

- the distribution of a gross dividend of Euro 0.06 per share for a total of Euro 435,592;

- Euro 3,507,252 to the extraordinary reserve

Proposal for authorisation to purchase and dispose of treasury shares

The Board of Directors has ruled to submit to the approval of the Members' Assembly an acquisition and disposal programme for treasury shares, in conformity with Articles 2357 and 2357-ter of the Italian Civil Code

For more information about this proposal, please see the illustrated report by the board, which will be published within the terms of law on the Company websitewww.tps-group.it, in the Investor Relations, Meetings section, as well as on the websitewww.borsaitaliana.it, Shares/Documents section.

Calling of the Ordinary Shareholders' Meeting

During today's meeting, the TPS Board of Directors resolved, inter alia, to call the Ordinary session of the TPS Shareholders' Meeting, on 28 April 2023 on first call and, if necessary, on 29 April 2023 on second call, to resolve on the following agenda:

  • 1. Approval of the TPS S.p.A. Financial Statements as at 31 December 2022, presentation of the 2022 Group Consolidated Financial Statements and allocation of the profit for the period. Relative and consequent resolutions;

  • 2. Appointment of members of the Board of Directors after determining the number of members, term of office and relevant remuneration. Relevant and ensuing resolutions;

  • 3. Appointment of members of the Board of Statutory Auditors and determination of the relevant remuneration. Relevant and ensuing resolutions;

  • 4. Proposal for authorisation to purchase and dispose of treasury shares. Relevant and ensuing resolutions.

With specific reference to the appointment of the Board of Directors, pursuant to Art. 6-bis of the current Euronext Growth Milan Issuers Regulations, the Issuer's shareholders are reminded that if they are entitled to or interested in putting forward the candidacy of one or more independent board members, to acquire the prior opinion of the Euronext Growth Advisor within sufficient time to be able to state this in the proposal for the Meeting to appoint the board. To this regard, between 8th and 13th April 2023, those persons entitled to submit their own candidates shall send a certified email tointegraesim@legalmail.it, annexing to same the curriculum vitae of possible candidates, together with a list of the main positions held in limited companies over the last five years, and a statement certifying possession of the requirements of integrity and the lack of conflicts of interest with the Company. You are reminded that candidates who meet the requirements of independence presented shall be assessed and approved beforehand by the Issuer's Euronext Growth Advisor. You are hereby informed that the Euronext Growth Advisor for the Issuer is Integrae SIM S.p.A.

The call notice will be published in the Investor Relations, Shareholders' Meeting section of the Issuer's websitewww.tps-group.it, and in the Official Gazette and on the website www.borsaitaliana.it in the Shares/Documents section in accordance with legal and statutory requirements.

The documentation required in terms of applicable legislation regarding the aforementioned matters will be made available at the Company's registered office and under the Investor Relations Section, Sustainability Report of the Issuer's websitewww.tps-group.it and in the Shares/Documents section on the website www.borsaitaliana.it in accordance with legal requirements

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The reclassified data of the Income Statement, Balance Sheet and Cash Flow Statement at 31 December 2022 (both consolidated and for the year for TPS) follow below. The data is currently being certified by the appointed Independent Auditor.

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This press release is available online atwww.tps-group.it (Investor Relations/Communications Section)

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TPS S.p.A. is the operational holding company of the TPS Group, a leader in technical and engineering services for the aeronautical industry, with a particular focus on the helicopter segment. TPS has been a Borsa Italiana "Elite" listed company since 2016.

The TPS Group works in the aeronautical, automotive, defence, railway, naval and cable transport systems sectors, providing Technical Publishing & Training, Engineering, Design and Cost Engineering, Avionic Software Development and Systems Integration, Digital Content Management. The TPS Group's clients include leaders in the design and production of aircraft and aeronautical components, as well as leaders in the automotive, railway, defence and cable transport systems manufacturing sector.

ISIN code ordinary shares: IT0005246142 - Ordinary Share Ticker: TPS

For further information:

● Investor Relations●

● Integrae SIM S.p.A. ●

Sanna Rossella

Euronext Growth Advisor

e.mail:investor.relations@tps-group.it

tel: +39 02/96846864

e.mail:info@integraesim.it

-www.tps-group.it -

Consolidated economic, financial, and operational statements

TPS GROUP

CONSOLIDATED INCOME STATEMENTConsolidated financial statements 2022

Consolidated financial statements 2021

Value of production

37.801.153

37.566.393

Costs for materials and services

(8.315.461)

(8.457.322)

Added value

29.485.692

29.109.072

Personnel costs

(21.725.607)

(21.203.133)

Other operating costs

(127.196)

(274.703)

Gross operating profit (EBITDA)

7.632.889

7.631.235

Depreciations, amortisations and impairments

(1.892.906)

(2.188.402)

Operating result

5.739.983

5.442.833

Financial expenses and income

(289.009)

(218.397)

Extraordinary expenses and income

(117.259)

(160.536)

Pre‐tax profit (loss)

5.333.714

5.063.899

Taxes

(1.598.207)

(1.498.416)

Consolidated operating result

3.735.508

3.565.483

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