TXT e-solutions S.p.A. (TXT) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the conference call for the presentation of the 2023 results. Today, I'm here with Daniele Misani, CEO of TXT. And we're live from the headquarter of TXT in Milan, and we're going to present the main results of 2023, the main business updates and the evolution expected for the future year. We wait a couple of seconds to start the live presentation. [Operator Instructions] Thank you again for joining, and we're almost ready to start.

Thank you for everybody. So welcome. We're here to present the 2023 results that we have already anticipated in terms of top line and EBITDA. Still, we can go deep a little bit in the other financials and in the business update. So 2023 was a great year for the TXT Group. We -- our top line is well above the EUR 200 million, so EUR 224 million with the pro forma revenues with the latest acquisition about EUR 235 million. So there is a growth of almost 50% with respect to the previous year. Strong KPI is the solid organic growth, so driven by synergies among the companies in the ecosystem of the group. So the organic growth recorded almost 12%. That is a result above the average of the market itself. In terms of profitability, the EBITDA consolidated is EUR 31.6 million. That is slightly above 14% of the revenues. The net profit consolidated is EUR 15.5 million, so 30%% better than the year before. For this reason, we decided to continue with our policy to distribute dividends that is more or less 20% of the net profit. And so we proposed -- we're proposing to the shareholder meetings to approve a dividend of 0.25% (sic) [ EUR 0.25 ] per share. That in absolute value is 40% better than the last dividend of the last year. If we look to the performances of the different division of the group, the contribution to the growth is given by all the divisions themselves. Of course, there is a contribution of the M&A, especially in the Software Engineering part because we consolidated Ennova that is a large contributor to the revenues of the group. So the division about Software Engineering is growing 62% and is landing moreover to EUR 150 million and is the 65% of the overall business of the group. The division related to the Digital Advisory is a strong growth contributor with almost 60% in growth, landing to EUR 35 million more or less of revenues of the -- in terms of absolute value and 16% in terms of percentage for the group. And also the contribution coming from the Smart Solutions. So our innovative and, let's say, very specialized products that we offer to the market is growing. This is mostly organic growth, 12% in growth from EUR 30.4 million to EUR 42.9 million. And the overall business of this area is 20% of the total. In terms of EBITDA contribution, of course, we have different contribution because the -- let's say, different kind of business. Software Engineering is recording a 12% of EBITDA margin with a growth of 37% with the previous year. The division related to the Digital Advisory improved a lot in terms of performances because we -- let's say, last year, we had an impact of the growth related to the training of the people that we hired. And this year, instead, the projects are going in the right way. So the overall performance is 17% in terms of EBITDA margin with an EBITDA contribution of EUR 6 million more or less. And the contribution given by Smart Solutions is the top performance in terms of EBITDA margin, 20% with the contribution of 8.5 on the overall total. As we said, for us, it's a very, let's say, strong value proposition to have a Smart Solutions portfolio within our offering for digital innovation of processes and products of our customers. So we continue to invest. We continue to invest in technology in order to have a broader and stronger approach to the market. Last year, we invested EUR 9 million. That is in growth of almost 20% with the year before. And the Smart Solutions revenue is EUR 43 million with a growth of 12% with respect to the year before. This part of the business for us is strategic because it gives recurrent revenues because most of the software we sell is on subscription base. And it's also a value proposition, very strong for us to position ourselves in front of large customers with a very specialized and very vertical solution that give us good references also to exploit synergies, so to continue to sell also Advisory and to sell Software Engineering services. In terms of international revenue, we have, let's say, a slightly decrease in terms of percentage with respect to the last year in terms of percentage on the total of the revenues of the group. So today is more or less 21% of the overall, recording EUR 48 million. Still for us strategic to expand the international footprint. Last year, we acquired in North America, in Canada. And of course, the mix of the companies and the large contribution of the Italian acquisition has this impact of, let's say, reducing the overall, let's say, percentage with respect to the total. Still we're looking in order to push and to continue to grow internationally. In terms of net financial position, adjusted so is EUR 31 million as a net debt. But I want to highlight you that we still have the buyback program ongoing. Last year, we closed with more or less 1.3 million of treasury shares, whose value at the valuation price in 31 of December last year is about EUR 26 million. This means that we have a net financial position around 0. So we have the possibility to continue to implement our M&A plan and to continue to grow for the next year and the year later. In terms of, let's say, market performances, the -- let's say, the overall plan that we're implementing is a diversification in order to have, let's say, markets that are stronger to drive the growth of the group and have a possibility to derisk some markets that can slow down. In terms of the mix, the 26% in Aerospace & Defence is also the -- one of the driver of the growth, the organic growth of the group. So in this area, we recorded a growth of 26% also in terms of growth of volumes. The champion of the growth is connected to the Public Sector. This is due to the effect that we won in the last year, a big, let's say, public tenders in order to innovate the Public Sector, mainly in Italy. And this part is growing plus 40% -- 54% and [Audio Gap] is 15% of the overall business of the group. Also the banking and finance area, so the innovation in the processes and in the products of the banking, core products of bank is growing. 21% is the part of the business with respect to the total, and the growth is about 10%. We have, let's say, the new business of Telco, Media & Gaming in which we entered last year with the acquisition of Ennova. That is, let's say, good weighted. With respect to the total, it's 30% of the business. And we have 8% of the business that is related to the Industrial & Automotive, let's say, landscape, which is the one that is stable in terms of volume with respect to the last year. This is due to the fact that also the industrial market and the automotive market is stable in terms of investments with respect to the other markets that are more quick in order to change to invest. If we look instead to the forecast for the next year, so we designed a budget with the ecosystem of the group with a guidance, a guidance to continue to grow in terms of organic growth. So all the synergies among the companies of the group forecast for us a growth in continuity with the past. So we're targeting to grow better than the 10%. So this year was 12%. So we're working very hard in order to give continuity to these kind of performances. In terms of EBITDA, so this year is 14.1%. Our guidance look to have a continuity also in this KPI, so to continue to invest in R&D, to continue to invest in commercial activities and to keep an overall profitability around and above 14%. And of course, we will continue with M&A plan. So as I said before, our net financial position is more or less 0 with our treasury shares. We will continue to use our treasury shares in order to make acquisition and to aggregate vertical excellences in our ecosystems. And the guidance is to continue to invest in order to have a net debt at the end of the year more or less or slightly below 2x the EBITDA that we generate. So the message is that our guidance is a guidance in continuity with the strong performances we recorded in the last few years. So we will continue to invest, aggregate companies, push for synergies and growth in organic growth and in maintaining the sustainability of the EBITDA margins. Here are some updates in terms of business and some events that, let's say, happened last year and will continue to happen. I want to recap a little bit also the investment we did in 2023, so some of which were made into the last quarter. So we continue our strategic M&A plan. Last year, we didn't, let's say, acquire the big, let's say, companies in terms of value. And we focused, let's say, in adding competencies and adding market reach to our offering. The assets and the equity deals that we made were 2: mainly FastCode and Embedded Graphic business unit that is integrated now in PACE and is based in Montreal in Canada. So this company already established company with a track record of, let's say, margins and, let's say, volumes. And we want to push for the synergies in order to make them grow. Then we continue to invest also in technology and also in market assets. We did 2 operations, 2 extraordinary, let's say, deals for acquiring novel technology, Arcan and Paladin that are focused on artificial intelligence. So artificial intelligence in Smart Solutions in order to address the market with more valuable solutions. We did 2 capital increase also for minority stakes in 2 projects, LAS LAB and Simplex, for which TXT Group is the technology provider. So we provided to the company our technology. So we're investing in platforms in order to address new business cases. And the last one that we do -- did the last year was PayDo. PayDo is a fintech, let's say, scale up in the Italian landscape focused on digital payments. We entered with minority shares with a capital increase in order to finance the continuity of the program and to exploit commercial synergies. And we have option to scale up and take the control in the next few years according to the results. So 7, let's say, M&A operations that we did with different flavor, of course, but with the goal to continue to invest in technology and to have a portfolio of offering that is valuable and distinctive also with respect to the competition in the market. Just, let's say, an update on FastCode that was made in December 2023. FastCode is a software engineering company with a strong, let's say, footprint in cloud applications. So technology is related to cloud that was very weak within our group. So we added a strong competence center with this kind of technologies. And we want to exploit synergies with the rest of the team in order to have a better offering also in this area. The revenues of FastCode last year was around EUR 10 million with a margin of 15%. So we will want to give continuity to this business. That is a business that is forecasted to grow by maintaining the performance, so maintaining the profitability. The other, let's say, investment we did in the last quarter of the year was related to, as I said before, to the technology. So we invested in 2 small entities that was developing platforms powered by artificial intelligence, one in Aerospace & Defence in Canada, so in Montreal. That is now integrated with the other acquisition we did and within the PACE offering that is, let's say, strengthened also by this kind of technology. And it's a scale up -- Canadian scale up that already invested in the platform EUR 2.5 million in the last few years and is in the phase for going to the market with this product. So within the TXT Group, we're addressing a possibility to scale up the business and to get, let's say, a strong positioning also in this field. The platform is used for evidence-based training. So the artificial intelligence self structures in order to map the competencies of pilots and drive also the training of the pilots themselves, make efficiency in this kind of process in a better way than in the past. The other one is related to Arcan that is a software quality field. We did the capital increase in order to finance the development of a platform for calculating the technical debt. So it's a software engineering platform that helps the processes of software production and software quality, also in this case, by using artificial intelligence. For us, it's strategic to add this kind of solutions in our portfolio, and the strategy behind it is that we acquire technology. We have already a strong customer base that is interested in this technology. And so we give immediately access to this kind of projects and this kind of companies access to the markets and possibility to have the launch customer, the first customer that is already present in our portfolio. So it's an acceleration of the go-to-market of products that are already at a good stage. They need investment in order to improve the software itself, but they have access immediately to the market. The other, let's say, investment we did, as I introduced also before in the last part of the year, was related to PayDo. PayDo is an innovative scale up with a proprietary solution for digital payments and in particular, for money collection, withdrawal and deposit, okay? It's founded in 2018, so it's founded by a former, let's say, manager in the banking institution in Italy. And the initial investment for TXT consisted in a capital increase in order to continue to finance the domestic international growth of the project. As far as today, we hold more or less 70% of the stake, but we have put/call option in order to increase our stakes at least to the majority, according to the business plan that we share with the management. So we think that this is strategic for us because we had the Smart Solutions in our fintech portfolio, very peculiar, very, let's say, promising in terms of rapid growth. And we added also a team of experts in this field that strengthen our overall offering in the fintech domain and helps also to position ourselves and push also for additional services to customer base. In terms of updates, let's say, main updates and subsequent event. So our outlook for the 2024 is positive driven by the backlog of the orders that we acquired last year in all the divisions. So Smart Solutions is growing. So we have, let's say, already more recurring revenues coming from the order booking of the last year. So we see a positive increase in 2024 on overall the platform of -- overall the portfolio of solutions that we have in-house. Digital Advisory is one of the champion of the growth for the last year. So it was a mix of the established business in the Public Sector, plus the contribution of the acquisition that we did that will focus on cybersecurity and health care innovation. We have still capability in order to start more projects that were acquired in the last part of the year. So we see continuity in growth and profitability with respect to 2023 of this area that now is growing fast and is also a target for us to be strengthened through M&A operations. So we're looking for companies in order to scale up also the Digital Advisory offering of the group itself. Software Engineering is our, let's say, bread and butter, and our history. So we're a digital innovation company, providing Software Engineering services since a lot of -- since the beginning. So this part is strong also in performances because, let's say, our approach is based on work packages. So we're an engineering company providing a project to customers. So we're not selling people. We're selling projects and competencies. And this part is growing. We added, let's say, all the offerings in fintech coming from Ennova. We're implementing, let's say, also organizational and commercial synergies within the group itself. And so our outlook for 2024 is also positive in this area with the main, let's say, area of growth that are the continuity of growth of the last year. So Aerospace & Defence and the Public Sector that are promising, we have a good backlog, and we will continue to organically grow in this area. This is an outlook overall. So I would like to call back near me Andrea in order to have a more detailed overview of the financials. So thank you very much. Please put any questions you want on the chat, and I will answer to them after the Favini speech.

Thank you, Daniele, and welcome, everyone, to the financial section of this conference call. Today, we're going to analyze the profit/loss of 2023 with a focus also on the fourth quarter of the year, and then we will move to the balance sheet and the net financial position of the 2023. Starting from the profit and loss for 2023. Revenues, as already discussed by Daniele, were equal to EUR 224 million, up 48.8% compared to the 2022 with an organic growth of approximately 12%. If we look at the gross margin recorded in 2023, we're at 36.2%, let's say, down 1.2 percentage points compared to the previous year. And this is related to the different mix of revenue costs recorded in 2023 compared to 2022 due to the M&A plan executed in the last 2 years. This effect has been partially offset by the operational efficiencies and synergies created by the group in 2023. Looking at the indirect costs, R&D were EUR 9 million, up 18.4% with an increase, which outperformed the growth of the Smart Solutions business, which grew by approximately 12%. And this will be for the benefit of the future growth of the division from Smart Solutions. Commercial and -- commercial costs, which includes also management costs, increased by 71.2%, a significant increase that, also in this case, will push and will support the growth of all the divisions and the creation of synergies and the commercial synergies that will be already visible from 2024. Looking at the general and administrative costs, we have 7.3% of revenues with lower incidence compared to the 2022, where the general and administrative costs were record to 8.2% of the revenues. This is to be attributed to the synergies and operational efficiency gained by the holding structure. It's also important to notice that within general and administrative costs, there are costs linked to the M&A plan, approximately EUR 0.6 million in 2023 with EUR 0.1 million up compared to the previous year. EBITDA was already discussed by Daniele and is equal to EUR 31.6 million in 2023 with a 14.1% EBITDA margin, a 0.7 percentage point compared -- down compared to the 2022. And this is again related to the different mix of costs and revenues following the M&A plan executed in the last years. Amortization, depreciation and write-offs increased by 37.1%, an increase which is lower than the one recorded in the top line. And the EUR 11.4 million includes depreciation of intangible assets for EUR 5 million, of which EUR 4.2 million are related to purchase price allocation, meaning customer relationship or, let's say, IPs purchased during the last 5 years and is basically goodwill allocated to other intangibles. So no monetary factor for the group and are not included any R&D, any amortization of R&D costs, which are fully expensive in the year. In terms of write-off, there are EUR 0.7 million in 2023, lower compared to the write-off recorded in 2022. So in terms of EBIT, operating profit, we recorded a 9% EBIT margin in 2023, slightly below the 9.2% recorded in 2022. Net financial and extraordinary income had a positive net balance of EUR 0.8 million. And in 2023, financial income included extraordinary income related to M&A like EUR 1.2 million M&A or let's say, the fair value adjustment of financial assets. In fact, that included EUR 1.2 million from the fair value valuation of the investment in Banca del Fucino and included EUR 2.1 million from the fair value valuation of earn-out payables. And there are EUR 0.8 million related to the effect of the fair value adjustment in the remaining 40% stake in TXT working capital solutions and EUR 0.2 million related to dividend received and further EUR 0.6 million from the final fair value of securities in the portfolio. In terms of financial expenses, starting 2023 included EUR 2.5 million related to bank interest and EUR 0.3 million related to foreign exchange differences plus EUR 0.7 million related to bank charges and other financial expenses and additional EUR 0.7 million resulting from results attributable to nonconsolidated companies, mainly ReVersal SIM and ProSim Training Solutions. Tax rate in 2023 was approximately at 26%, stable compared to the previous year. And the net profit were EUR 15.5 million with approximately a 7% net profit margin, down compared to the 8% net profit margin of 2022 mainly due to the different net financial result of the period. In fact, the contribution of the net financial -- the positive net financial result in 2022 was of 1.5% of revenues, down 0.4% in 2023. So the drop in the net profit margin is to be attributed to the different, let's say, financial results of the year. If we move to the next slide, and we focus to the fourth quarter of the year, revenues were EUR 65 million, up 11.4% compared to the previous year. And in the fourth quarter of the year, the impact of the acquisition is much lower because a company like Ennova and SPS are consolidated already from the fourth quarter of 2022. So the digital -- the organic growth is close to the -- it's a high single-digit value of organic revenue growth in the fourth quarter of 2023. Gross margin instead recorded -- gross margin as a percentage of revenue is better in 2023 compared to the 2022 for fourth quarter due to the efficiency gain in the year compared to the previous year and also to the positive effect of the integration of the new acquired companies, Ennova and SPS and more. In terms of indirect costs, we recorded an important growth in the research and development costs, boosted also by the acquisition occurred in the period mainly the platform for fintech as previously discussed by Daniele and also for the platform for artificial intelligence in the Aerospace & Aviation and for the Embedded Graphics business consolidated from the fourth quarter of 2023. In terms of general and administrative costs, we have a reduction compared to the previous year and is mainly to be attributed to the higher extraordinary, say, one-off costs related to M&A of 2022, which have been, let's say, incurred in the first 9 months in 2023. The EBITDA margin reached 15.7%, up 0.7 percentage point compared to the previous year. This is a really positive result that also gives a good, let's say, visibilty in terms of sustainable growth for the 2024 year. Depreciation and amortization are only 2.3% higher in the fourth quarter of 2023. And this is to be attributed to, let's say, extraordinary write-offs accounted for in the fourth quarter of the previous year, so 2022. And this is also an impact, of course, in the financial income and charges as those write-offs were related in 2022 to M&A. So if we look at the financial income and charges, net in the fourth quarter of 2023 are EUR 0.9 million versus EUR 3.9 million in the fourth quarter of 2022. If we look at the bottom line, net profit recorded 8.8%, really positive. And of course, in the previous year fourth quarter of 2022, there was this, let's say, extraordinary effect coming from the positive financial income. If we move to the net financial position, net debt as of -- at the end of 2023 -- the unadjusted net debt at year-end 2023 is equal to EUR 52 million with an increase of EUR 13 million compared to the EUR 38 million as of December 2022 with the main disbursement of the period related to the repurchase of treasury share for approximately EUR 13 million, the payment of dividends for EUR 2.1 million and monetary outlays for investment in new technologies and M&A totaling approximately EUR 10 million. And the disbursement of the period have been partially offset by the cash generated by operations. Main items of the unadjusted net debt as of year-end 2023 consists of cash of EUR 38 million mainly in euro held with the major Italian banks, financial instrument at fair value at EUR 24 million, which include the investment in the multi-segment insurance funds with partially guaranteed capital, government securities and bond with an overall medium low-risk profile. And the balance of financial instruments decreased from the approximately EUR 50 million as of year-end 2022 and is expected to further decrease in 2024. Current financial debt is at EUR 57 million, and I refer to the current portion of noncurrent financial debt. Other short-term loans and credit lines and the short-term portion of the debt for rental lease accounted for according to the accounting standard IFRS 16. And therefore, EUR 1 million is also included estimated in disbursement for earn-outs. Instead, the noncurrent financial debt is at EUR 57 million as well and include a portion of medium- to long-term loans for the portion with a maturity of more than 12 months. The medium- to long-term portion of the payment for rent and lease of offices, cars and so on accounted for according to IFRS 16 and estimated fair value of the debt for the put/call option and earn-out linked to the acquisition closed in the last years. The net financial debt, of course, includes also EUR 10 million of debt referred to IFRS 16 and EUR 8.9 million of debt for earn-out and put/call option for the purchase of minority interest with -- of which EUR 4.9 million beyond the 12 months. If we look instead at the adjusted net financial debt as of December 2023, it was equal to EUR 31 million, down approximately EUR 20 million compared to an adjusted debt of EUR 52 million due to the reclassification of fixed investment in Banca del Fucino from fixed asset to financial asset for approximately EUR 17.8 million and for additional EUR 2.5 million is an adjustment related to the pricing share to be transferred to the seller in the context of M&A transaction, which will not result in any further cash outflow as it will be settled through the transfer of TXT treasury shares that are already in the company availability. So if we move to the next slide, and we look at the balance sheet as of year-end 2023. Total fixed assets were equal to EUR 130 million, up EUR 15 million compared to the total fixed asset as of year-end 2022. And intangible fixed assets as of December 2023 are equal to EUR 86 million and consists mainly of goodwill for EUR 65 million and customer relationships and IPs linked to PPA and M&A for approximately EUR 18 million, up EUR 6 million compared to the previous year, end of 2022. Tangible fixed assets as of December 2023 instead were equal to EUR 20 million and consists mainly of hardware, one building owned by the group, rental and lease contract of offices, car and printers following the adoption of the accounting standard IFRS 16. And tangible fixed assets are up EUR 2 million compared to the year-end 2022 following CapEx of the period and from the effects of, of course, the acquisitions. Other fixed assets are equal to EUR 24.5 million in December 2023 and consist mainly of the investment in Banca del Fucino with a fair value of EUR 17.8 million, up EUR 1.2 million compared to year-end 2022. And that also included the investment in minority for EUR 5 million, up approximately EUR 4 million compared to year-end 2022 following the investment in Simplex, LAS LAB and PayDo. All investment was in fiscal year 2023. Looking at the net working capital. We recorded an increase of approximately EUR 3.6 million, which is mainly related to the increase in inventories and trade receivable, which reflected the increase in the business of the company. And these increases have been partially offset by higher trade payable and the tax payable of the period. So the net working capital as of year-end 2023 is equal to EUR 40 million. If we look at the shareholders' equity, we recorded -- year-end 2023 recorded an increase of approximately EUR 4.5 million compared to the year-end 2022. And it is to be attributed to the results of the year and the effect of the repurchase of treasury shares, net of the treasury transfer to -- in the context of the M&A plan. Moving to the next slide. Shareholding structure of the group as of December 31, 2023, is stable compared to the September end of the year. And we have Laserline Chariman, Enrico Magni, owning approximately 30% of TXT; managers owning 15%, slightly increasing compared to the 9 months -- I mean to September 2023 picture. And then we have treasury share for approximately 10% of the overall capital. In terms of market data in 2023, the TXT share price recorded an official high of EUR 22.85 on June 20, 2023, and a low of EUR 12.86 as of January 2. As of December 31, 2023, the share price was equal to EUR 19.82. The average daily trading volume on the stock exchange in 2023 was approximately 25,400 shares, up from the daily average of 24,300 in 2022. Treasury shares as of December 31, 2023, were EUR 1.3 million, representing 10% of the issued shares at an average carrying value of EUR 7.96 per share. Treasury share include approximately 150,000 shares to be transferred in the context of M&A transactions concluded in December of 2023. And the treasury share as of year-end 2023 are up compared to the EUR 0.9 million as of year-end 2022. With regards to dividends distribution, the Board proposed to the shareholder meeting the distribution of a dividend of EUR 0.25 per share for each of the outstanding shares, excluding treasury share and with payments starting on the 22nd of May, record date May 21 and ex dividend date May 20. Dividend payout in 2023 was of EUR 0.18 per share. So we recorded approximately an increase of 38%. Finally, we remind you that the Board of Directors resolved to call the ordinary shareholder meeting on the 24th of April 2024 at 11 in a single convocation. Thank you so much again for your attention. And now it's time for the Q&A section.

So thank you, Andrea, for the detailed explanation of all the financials. So we can go through the chat. So I ask you to do the readings. And so we can answer to everybody who put some questions. [Operator Instructions] So let's start from the first one.

Let's start. So can you repeat the comment on M&A firepower? Are you considering to prioritize the stake in Banca del Fucino?

Okay. So in terms of M&A, so as we did in the last few years, we're continuing to invest with an approach to use cash and treasury shares. So for sure, we have this EUR 30 million -- EUR 26 million in treasury shares that can be used in order to continue to do operations and extraordinary transactions. Plus, we can use our, let's say, cash and our, let's say, cash generated by our operations. And of course, our goal and our guidance is to reach up to 2x the EBITDA in order to do these extraordinary operations. Of course, there is a market opportunity, market condition. As you know, probably first 2 months of 2024 record number of M&A much more slower than with respect to the previous years. So there is an overall market situation in which transactions are slower, of course. And we're, let's say, looking for companies that add value to our ecosystem as we did in the past. So we're acquiring and very focused there in terms of growth capabilities and synergies there within the ecosystem of the group. So the process is ongoing. We continue to scout and have opportunity to acquire. And of course, the final result of the year will depend on the opportunity and the timing of, let's say, the acquisition that we'll do during the year. In terms of Banca del Fucino, I was already reading to other questions so I want to address this topic, let's say, as an overall topic. The Banca del Fucino has been, let's say, reevaluated. So we put an increment of the participation of about EUR 1.2 million with respect to the last year because there were last year also some capital increase of the bank itself at a higher value than our participation set, so reevaluated our participation. Last year also, we recorded a good financial, let's say, gain from the dividend coming from the bank. We recorded EUR 150,000, probably as a dividend. And there would be probably another dividend very shortly for the performances of the 2023 because the bank is doing a good result. So it's working very, let's say, with good margins and good growth in terms of business. And they're also investing in digital transformation with new offering in technology for the customers. And for this part, we act as a role also with the bank supporting them in this digital transformation providing technology to them. So for us, of course, the investment in the bank is a financial investment with, let's say, possible synergies for our, let's say, technology competencies that are provided to the bank itself. In our plan, there is the dismissal of the participation. Of course, in terms of financial investment, it's still a good investment. We still know -- have very strong needs to go to dismiss it quickly in order to get money to do M&As. So we'll do it, and we're planning to reduce our investment in the bank during 2024 because in the long period, of course, for us it's not, let's say, an asset that we want to keep. But we will do the right mix in order to capture the financial gains and have the possibility to continue to do our M&A plan. So there is not very urgent. It's ongoing, the negotiation in order to reduce our participation and it's still a good financial investment in terms of return, as you -- as was discussed also before by Andrea. Let's go to the other questions.

So how many people does TXT employ? How many hiring are you planning? Can you comment on churn and wage inflation?

Yes. So as far as today, also with the latest acquisitions, we have more than -- more or less 2,200 people in terms of overall resource pool. Most of them are in Italy, and if -- the presence international is also growing with acquisition in North America and the hirings in the German and Swiss countries. As far as today, we have -- last year, let's say, we hired more than 300 people overall. And so we're planning to continue with this growth rate. There is a turnover that is more or less -- it's quite different because we have different kind of businesses. So the Smart Solutions business has a pool of resources that's more stable with respect to the Service business that has a bigger turnover also because we hire, let's say, young people. We put the people within projects teams in order to do a learn-by-doing approach and make them grow within real projects. More or less, the overall turnover is about 15%, 1-5 percent. So we're implementing retention, let's say, initiatives in order to keep the most valuable resources within our teams. Of course, we're addressing a market in which there are a lot of competitions and also attractiveness from other companies. Still, our performance is also looking to benchmark of competitors in a right, let's say, direction. In terms of wage inflation, of course, let's say that our goal is also to keep the overall -- the total mix, let's say, balanced because we hire a lot from universities. So young people with, let's say, salary that are lower with respect to the professional, already experts. So the mix having, let's say, hirings of young with established, let's say, team of experienced people. Our goal is to take the mix in continuity. So not to have an impact on the overall increase of labor costs because the mix, of course. And the other approach that also we have, of course, we have an impact from the wage inflation. So the overall salary for the people already in the company is increasing, but it's also mitigated in terms of EBITDA margin. So operational margin by making efficiency into the teams that are working on projects. Our main business is not a resource headcount-based, but it's a project-based, so we can have a good mix in projects in order to keep margins. And the other topic is that we have initiatives internally in order to improve the way the people work in their daily jobs also by using artificial intelligence. So we have an initiative to improve tools and processes of our own, let's say, workforce that is empowered by the technology in order to produce the same in less time, so to produce more, more or less. These are the initiatives that we're putting in place in order to address the wage inflation.

Thank you, Daniele. Very comprehensive answer. Then we have another question more related to balance sheet. Can you comment about the net working capital? Do you expect an improvement? So I give you the yes. So before we went quickly through the net working capital, which is at EUR 40 million, 4-0 million as of year-end 2023. And there is just a EUR 3.6 million increase compared to the 2022. So if you compare net working capital balance end of 2023 in proportion of, let's say, the business and the top line, of course, there is a better off compared to the previous year. Nevertheless, EUR 40 million includes the -- of course, need to be, let's say, considered as the overall. So with also FastCode, the company acquired end of 2023. So if we compare, let's say, a top line of EUR 235 million pro forma with net working capital of EUR 40 million, it's approximately 17%, which is an okay, let's say, rate for us, also considering that we're exposed with a big, large player for which, let's say, the DSO are not, let's say, super short. But this is something that is coming from the past. We're monitoring more and more the trend of the net working capital. It's true that close to year-end, the net working capital tend to increase. And then in the first 2 quarters of the following year, it's quite absorbed by the collection of receivables and so on. So we feel like the year-end 2023 is a sustainable, let's say, level of net working capital, also looking forward. I hope I answered.

So in general, we support our big customer financial results. They're listed. So their net financial position is better, and our working capital is a little less, okay?

More, yes. And our net debt is higher and our working capital higher as well. I hope I answered, otherwise I'm more than happy to further discuss.

Okay. Let's go to the next question.

What are sales and -- okay, sorry. So [Foreign Language] So I have a few questions. One is related to the stake in Banca del Fucino...

It was already answered.

Do you think it's profitable?

Yes.

So I think that has already been answered. And in a long-term investment...

Yes, about Banca del Fucino, I already answered.

So the listing in the U.S. market, it's a question if it's some of our case or it's in the plan? Any.....

Yes. No, I also -- I'm reading that some, let's say, equity funds entered in the capital. Yes, we announced also in the last quarter partnership with Alkemia that was published in a press release. That is a partner in equity. So we sold treasury shares to the equity firm in order to support us also on a strategic plan. So help us also to find opportunities in M&A and continue to grow. So we need also financial, let's say, partners, not, let's say, to finance our operation itself, but to have them as a partner in order to position ourselves better on the capital market and also in order to scout and have synergies in possible opportunities for M&A and grow by external lines. In terms of, let's say, listing in the USA as far as today is not in our plan. Of course, then in the future what would happen is always a mystery, of course. But for today, for us, the focus is to make, let's say, more visible and to create more interest in our stocks on the Italian Stock Exchange in the STAR Segment that is the best segment for, let's say, the Italian Stock Exchange for the tech companies. So we want to continue to grow in this market. And there is no short term or long term, let's say, willing to go to USA also for the size that we have, of course.

Thank you, Daniele. So again, Banca del Fucino, I think has already been answered. Do you have any update on disposal of Banca del Fucino, disposal?

The other one is the last one?

Yes, what are sales and EBITDA pro forma for 2023?

Yes. So as we presented in the slides of the presentation, so the pro forma for, let's say, the overall revenues is EUR 235 million. So there is an addition of EUR 10 million because, let's say, the M&A operations, that added, let's say, volumes were related to FastCode than the EGS business in Canada. So the other ones are more investment in a mid, long term in order to bring technology and grow our positioning in the market. In terms of EBITDA margin and the contribution, we didn't publish it because the Canadian company is a branch of a larger company. So we had also some extraordinary costs due to the carve-out and the integration of the branch within the PACE organization. So -- but the expectation for the future, as we stated, so FastCode is running at 15%. And we won't bring back the EGS business in line with the performances of the entire PACE Group. That is, let's say, in line with the Smart Solutions offering that is more or less 20% of the margin. So it will take time because there are some integration issues. So in terms of top line, EUR 235 million in terms of EBITDA, it's slightly better than the one that we published.

Thank you, Daniele. And then we also have some new questions. It's possible to have information on the timing of your industrial plan?

Okay. So about the industrial plan, also in the last quarter, we announced that we have -- our, let's say, goal is to present the 3-year plan. We're working currently, of course, to the stock exchange to the investors. We plan to do that -- still we plan to do that. And let's say, the target is or -- before summer or just after summer.

Thank you, Daniele. Then another question, which is a follow-up of the previous question. When you calculate 2x the debt EBITDA limit, which debt you consider? It includes treasury shares and Banca del Fucino or not?

Let's say, it's more a guidance, a guideline that we're giving also to you as investors that our net financial position at the end of the year is no more than 2x the EBITDA. Of course, it will depend lot of the -- on the mix. And let's say, we can consider it as an adjusted, so including also contribution of selling the Banca del Fucino and using treasury shares.

Thank you, Daniele. I think that answered the question.

Okay. I think that...

I think we answered all the -- well....

So if some other, let's say, request or update is needed, you can always contact our Investor Relator, Andrea Favini, that will be happy to answer, of course, okay? So we closed this year in a very good way. We put some basement in order to continue the growth. Our net financial position is strong in order to continue our acquisition plan. We will continue to invest in technology, so innovation with our Smart Solutions. So we think we have an outlook that is positive also to have continuity and sustainability for the 2024. So I would like to thank you, everybody, so also the investors that are believing in us and also investing in our stocks. And so let's meet together again after the first quarter in order to give you an update of the continuity of this plan. Thank you very much. Thank you, everybody. Thank you, Andrea.

Thank you, everyone, and see you the next time.

Bye-bye.