Redelfi board of directors approves results as of Dec. 31, 2022

Read the press release in PDF format here (in Italian)

REDELFI BOARD OF DIRECTORS APPROVES RESULTS AS OF DECEMBER 31, 2022

– Value of Production amounting to Euro 4.5 million, up 390% compared to Dec. 31, 2021 (Euro 0.9 million) and higher than the estimates of the business plan guidance

– EBITDA (Gross Operating Margin) amounting to Euro 1.7 million, up 288% compared to 12/31/2021 (negative Euro 0.9 million) and higher than business plan guidance estimates; EBITDA margin 37.3%

– EBIT (Earnings before financial expenses) of EUR 1.14 million, up 193% compared to Dec. 31, 2021 (negative EUR 1.2 million); EBIT margin 25.22%

– Consolidated net income of EUR0.27 million (EUR3.5 million as of 12/31/2021)

– Net Financial Position of Euro 0.6 million (cash positive Euro 0.1 million as of 12.31.21), higher than estimated business plan guidance

Milan, March 15, 2023

The Board of Directors of Redelfi S.p.A. (the “Company” or “Redelfi”), a management company committed to the digital and green transition and listed on the Euronext Growth Milan market, organized and managed by Borsa Italiana S.p.A., today approved the consolidated financial statements and the draft financial statements as of December 31, 2022 to be submitted to the Shareholders’ Meeting, which will be convened on April 18, 2023.

Davide Sommariva, Chairman of the Company’s Board of Directors, said:

“At the time of the IPO, we presented a multi-year project to the underwriting Shareholders; we then increased our commitment to the market with the presentation of an ambitious industrial plan in November 2022, and as of today, we can present the first results with satisfaction. We believe that the growth process is just beginning and, therefore, we are confident of giving our Shareholders further elements of gratification.”

Consolidated financial results as of December 31, 2022

The consolidated financial statements have been prepared on the basis of the Company’s financial statements for the year which ended on December 31, 2022 as well as the other Group companies included in the scope of consolidation, such as Enginius S.r.l., RH Hydro S.r.l., Benvenuto S.r.l., Green Earth SA, Jarions S.r.l., Adest S.r.l., CerLab S.r.l. and Dreaming Lab S.a.g.l.

Production Value amounted to EUR 4.5 million and thus showed significant growth (+390%) compared to December 31, 2021 (EUR 0.9 million) and compared to the pro forma consolidated financial statements as of December 31, 2021 (EUR 1.2 million). This result is attributable for EUR 2 million to the Green Business Unit (EUR 34 thousand as of December 31, 2021), EUR 1.7 million to the MarTech Business Unit (EUR 0.8 million as of December 31, 2021) and EUR 0.8 million to other revenues (EUR 38 thousand as of December 31, 2021). This value is above the range of the business plan guidance published on November 2, 2022 (EUR 3.5 – 3.7 million), mainly due to the higher contribution of the MarTech Business Unit, which generated higher than expected revenues by approximately EUR 0.4 million and due to the higher contribution of other revenues (resulting from the recognition of higher tax credits, also as a result of regulatory changes – including those brought about by Law no. 197 of 29.12.2022) by an additional EUR 0.4 million.

EBITDA (Gross Operating Margin) amounted to EUR 1.7 million, with EBITDA margin of 37.3%, significantly higher than the December 31, 2021 (negative EUR 0.9 million) and the pro-forma consolidated figure as of December 31, 2021 (negative EUR 0.8 million). EBITDA is significantly higher than the values of the business plan guidance published last November (EUR 0.4 – 0.6 million), in addition to the reasons mentioned above regarding the deviation of the Value of Production, also due to the postponement to 2023 of the acquisition of the first project for the development of a BESS plant on the American market (Lund Storage Center LLC, see in this regard the press release of last January 11, 2023), initially planned to be completed by the end of 2022, resulting in cost savings in that year of approximately EUR 0.4 million.

In light of the above and the non-foreseeability of these variances, the Board of Directors considers the business plan guidance presented on November 2 to be still consistent with the business development forecasts for the next four years and therefore has not provided for an update of the same, which are therefore confirmed.

EBIT amounted to EUR 1.14 million (negative EUR 1.2 million as of December 31, 2021, and pro forma) after depreciation, amortization, provisions and write-downs of approximately EUR 0.5 million.

Consolidated Net Income amounted to EUR 0.27 million (of which EUR 0.26 million was attributable to the Group), after taxes of approximately EUR 100 thousand. The change from the previous year (EUR 3.5 million as of December 31, 2021 and December 31, 2021 pro forma) is attributable to the fact that in fiscal year 2021 the consolidated net income was affected by the capital gain from the sale of the shares held in Renergetica S.p.A. by the Company, which occurred for approximately EUR 7 million (for more information, please refer to the financial statements as of December 31, 2021 and the admission document, which can be found on the Company’s website).

Net Financial Position amounted to EUR 0.6 million, compared to EUR 0.1 million (cash positive) as of December 31, 2021, and EUR 1.3 (cash positive) as of June 30, 2022. This value is higher than the business plan guidance (EUR 0.1 – 0.3 million) because the investment in BESS Power Corp. – initially planned for the beginning of 2023 – was brought forward to the end of 2022.

Economic and financial results of Redelfi S.p.A. as of December 31, 2022.

Production Value, amounting to EUR 2.8 million (EUR 74 thousand as of December 31, 2021), is growing significantly mainly in relation to services provided to Group companies for the development of the three Business Units.

EBITDA amounted to EUR 1.6 million (negative EUR 0.8 million as of December 31, 2021).

EBIT amounted to EUR 1.2 million (negative EUR 1 million as of December 31, 2021).

Net Income is Euro 0.46 million, down from the result as of December 31, 2021 (Euro 3.7 million as of December 31, 2021), which, however, reflected the capital gain from the sale of the investment in Renergetica S.p.A., as reported above.

Net Financial Position is cash positive and amounted to EUR 22 thousand (cash positive EUR 120 thousand as of December 31, 2021).

Proposed usage of profit for the year of Redelfi S.p.A.

The Board of Directors resolved to propose to the Shareholders’ Meeting that the profit for the year, amounting to EUR 457,992, be appropriated to the legal reserve in the amount of EUR 22,900 and to retained earnings in the amount of EUR 435,092.

Significant events that occurred during the year

The main events that took place during the year are summarized below: – on June 8, trading of the ordinary shares and “Redelfi 2022- 2025” warrants began on the Euronext Growth Milan segment, organized and managed by Borsa Italiana S.p.A. (RDF.MI), following the placement of a total of 2,760,000 ordinary shares, for a total value of the resources raised of EUR 3.45 million;

– on June 20, Redelfi acquired, through its Swiss-registered subsidiary Green Earth S.A., a majority stake in the company Piano Green S.r.l., with the aim of launching a partnership aimed at implementing the GreenTech B.U.;

– on June 30, the Company established – through its subsidiary RH Hydro S.r.l. – the company CerLab S.r.l., in which it holds a 70% stake, focused on the investment and management of renewable energy communities;

– on July 7, the Global Coordinator Integrae SIM fully exercised the greenshoe option in the capital increase; as a result of the exercise of the greenshoe option, the number of ordinary outstanding shares is 8,440,080;

on Sept. 28, the MarTech BU expanded through Enginius S.r.l.’s acquisition of a majority stake in Dreaming Lab S.a.g.l., a Swiss company active in the development of IT solutions;

on Nov. 2, the Company approved and presented to the market the guidance of the 22-26 business plan, committing to the achievement of challenging targets;

on Nov. 17, in New York, Redelfi Corp, the Group’s U.S. subsidiary, entered into a partnership with Elio Energy Group LLC, becoming a majority shareholder in BESS Power Corp. a U.S.-registered company established for the development of battery energy storage systems, thus turning the Group’s entire business around and focusing on the performance of the Green B.U., which has become the Group’s driver

on December 15 the subsidiary Redelfi Corp. and Altea Green Power Corp. a U.S.-registered subsidiary of Altea Green Power S.p.A., which is also listed on the EGM segment, established – with equal participation – the company RAL Green Energy Corp. which, founded for the purpose of investing in projects for the development of stand-alone storage systems, acquired the majority stake in BESS Power Corp. previously held by Redelfi Corp;

on December 23, the Company’s Shareholders’ Meeting authorized the launch of a plan to purchase and dispose of treasury shares pursuant to Articles 2357 et seq. of the Civil Code.

Significant events after the end of the fiscal year

On January 11, 2023, the subsidiary BESS POWER Corp. through the purchase of the U.S.-registered special purpose vehicle Lund Storage Center 1 LLC. acquired from the U.S. minority shareholder Elio Energy Group LLC, a project for the development of a storage plant with a capacity of approximately 400 MW in Texas. This project thus implemented the pipeline of its own projects already under in-house development, consisting of two additional early-stage projects, with a capacity of an additional 400MW, respectively, held by the two U.S.-law special purpose vehicles Plomosa Storage Center LLC and Stantonville Storage Center LLC, which were specially established by BESS Power Corp. between January and February 2023. Therefore, as a result of this acquisition and also considering the development projects already in-house, the BESS pipeline currently under development in the U.S. is about 800 MW and thus such, in size and variety of development stage (early stage those generated in-house, slightly later the one acquired) to be presented to possible investors potentially interested in acquiring these projects.

The subsidiary Enginius S.r.l. has submitted the Adest and Jarions projects to Invitalia in order to be able to join the “Smart & Start” call for proposals, which would allow participation in development costs, as well as zero-interest financing on these projects. The process will not be completed before the end of the current fiscal year.

Swiss-registered subsidiary Green Earth S.A. reached a preliminary agreement with Santagata S.p.A. to sell the majority stake in the share capital of Piano Green S.r.l., which was acquired last June 20, 2022. Piano Green S.r.l., which produces two tech products for the agricultural market, despite its undoubted ESG value, implied – for the Group – a particularly important economic and internal human resources commitment, to the detriment of the acceleration of BESS in the Italian market. The Group’s choice, therefore, was to focus on the Green B.U., while maintaining a minority shareholding equal to 10% of the share capital (in fact, the share being sold is 49.37% of the capital, out of a 59.37% shareholding), as it is still convinced of the value of the project.

Foreseeable development of operations

The Green B.U., in its application of the BESS business model, will be the driving force of the Group, on which the drivers of the business plan have been modeled, the guidance for which has been communicated to the market.

The Group, during fiscal year 2023, will work in the U.S. market to develop the projects already in the pipeline, which-as-already specified-are currently included in three specific special purpose vehicles named Lund Storage Center 1 LLC., Plomosa Storage Center LLC and Stantonville Storage Center LLC, respectively, for a total of 800 MW of development.

To this investment in the U.S. market are to be added the investments in the Italian market, where BESS, albeit belatedly, is beginning to be requested by Equity Investors (financial and industrial players in the electricity market). In fact, the Group – in order to best pursue the opportunities that are arising – intends, on the one hand, to work with technical and/or financial partners who share the industrial risk directly related to the development of the projects, thus maintaining the policy already adopted in the American market with the launch of the partnership with the Altea Green Power group and, on the other hand, to discuss framework agreements with Equity Investors interested in purchasing the projects developed and possibly willing to option the aforementioned projects on a fee basis in a strongly growing market.

In addition, the Group does not rule out the use of alternative forms of financing (bank loans and/or minibonds) aimed expressly at the development of the Green Business Unit.

Finally, the issuance of the decree that will regulate the incentive mechanism for CERs (the core business of the subsidiary CerLab S.r.l.), will also allow the Group to start investments aimed at the construction and operation of photovoltaic plants.

In addition, the Group does not exclude the use of alternative forms of financing (bank loans and/or minibonds), aimed expressly at the development of the Green Business Unit.

Finally, the issuance of the decree that will regulate the incentive mechanism for CERs (core business of the subsidiary CerLab S.r.l.), will also allow the Group to start investments aimed at the construction and operation of photovoltaic plants.

The Martech B.U., which operates through its subsidiary Enginius S.r.l., as of today does not experience any slowdown in consulting demand to third parties (regarding Big Data, AI); Enginius’ acquisition of 80 percent of the Swiss company Dreaming Lab Sagl has broadened the B.U.’s spectrum of action both technologically and geographically. Further partnerships/acquisitions will be evaluated during fiscal year 2023, in a manner similar to that of Dreaming Lab Sagl, i.e., not draining cash to the Group and/or Green B.U.. With reference to the subsidiaries Jarions S.r.l. and Adest S.r.l., it should be noted that they are proceeding with the development of their namesake products. Jarions, software with the purpose of aggregating, categorizing and organizing messages from different social channels, should be released – barring the emergence of technical problems – in Beta version within 6 months and commercialized by 2024. Adest, innovative software that can create dynamic product placement or edit post-production videos by inserting products for commercial purposes in real time, will be launched by the first half of 2025.

The GreenTech B.U. will enter full operation no earlier than the completion of the 2024 FY, as the portal and business model definition are being developed in order to raise expressions of interest and/or capital to be allocated to eco-system management activities.

Ratification of the initiation of the share buyback plan pursuant to Article 2357 of the Civil Code resolved on Dec. 23, 2022

The Board of Directors today ratified the purchase of treasury shares initiated by the Company in fiscal year 2022 in execution of the related authorization of the Ordinary Shareholders’ Meeting last December 23, 2022 (see press release of December 23, 2022, for more details). As a result of this operation, Redelfi has purchased until December 31, 2022, a total of 207,000 treasury shares, equal to 2.45 % of the share capital, for a total consideration of EUR 212,317, coinciding with a weighted average unit price of approximately EUR 1.03 per share. It should be noted that no additional treasury shares have been purchased after December 31, 2022, so as of today the Company owns 207,000 treasury shares, corresponding to 2.45% of the share capital, while Redelfi S.p.A.’s subsidiaries do not own any shares of the Issuer.

Calling of Ordinary Shareholders’ Meeting

The Board of Directors resolved to convene the Ordinary Shareholders’ Meeting on April 18, 2023, in a single call, at the places and in the manner to be announced in the relevant notice of meeting, which will be published within the terms prescribed by applicable laws and regulations.

The documents relating to the items on the agenda will be made available to the public at the registered office and on the website www.redelfi.comm (Investor Relations/Shareholders’ Meeting section), as well as on the website www.borsaitaliana.it (Shares/Documents section) within the terms provided by current regulations.

This press release is available on the website www.redelfi.comm, Investor Relations > Press Releases section and at www.1info.it.

***

Redelfi is the parent company of the Redelfi Group active in the digital and green transition through three Business Units operating in the Green, MarTech and GreenTech sectors. Each Business Unit adopts a highly innovative approach in defining products, services, and processes with a strong focus on compliance with ESG principles in business management. In the 2022 fiscal year, the Group achieved a Production Value of EUR 4.5 million and a Net Income of EUR 0.27 million. Its Net Financial Position was EUR 0.6 million and its Net Equity was EUR 9.3 million. In 2022, the Group made investments of approximately EUR 6.4 million.

EURONEXT GROWTH ADVISOR & SPECIALIST
Integrae SIM | info@integraesim.it | T: +39 02 96846864 | Piazza Castello, 24 – 20121 Milano

Redelfi board of directors approves results as of Dec. 31, 2022

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