Daniele Misani
Thank you, Andrea, for the introduction. Thank you, everybody.
Welcome here for this, let's say, presentation of H1 results of the TXT Group. It's summer, it's the last one of the period, but it's very positive for everyone listening.
We just published and approved the results that this morning we approved during the Board of Directors. The first semester of 2026 is another record, let's say, results for the TXT Group.
Total revenues €228 million, with a growth of 21% with the same, let's say, period of the last year. The important thing to highlight is that the contribution of the acquisition is still not visible in the six months results and will have a stronger impact on the full-year results, of course.
In the first half of the year, we did a plus 19%, 19%, almost 20%, of organic growth like-for-like. That is an additional €35 million to the total perimeter that was present also last year.
This is a very strong point of our strategy because we implemented a strong execution of the strategy itself. Putting together different offering, different assets in front of the market, leverage on synergies, commercial one, delivery one, in order to deliver bigger value for customers and, of course, to all the stakeholders, including the investors that believe in our equity story.
Strong organic growth. The other important KPI to highlight is that the EBITDA is growing faster than the top line.
With 21% of the overall turnover growth, we registered a plus 24% of EBITDA growth. We closed the first semester with €35 million, €34 million of EBITDA with a percentage of 15% of the revenues, plus 24% with respect to the same perimeter of the last year.
In terms of contribution, we are registering a good improvement in all the division of the group. The total 21% comes 20% from the System Engineering division that goes from 114 to 127.
We have a strong growth in the Digital Advisory, driven mainly by the public sector industry, from 31 to 40. We have a plus 14% in our Smart Solution perimeter, 44 to 50.
There is, let's say, the contribution of the new acquisition that is small because it was, let's say, mostly in the second quarter contribution. The consolidated values are still low in terms of total consolidated results.
Mainly of this, let's say, growth is organic, driven by the value of the offering that we have in portfolio and the capability to leverage on synergies among the excellences that we have in the group. EBITDA is growing 24% from €27.5 million to 34.2.
There is a stronger growth of the strategic division of the group itself. Digital Advisory and Smart Solution are contributing faster to the overall increase of the EBITDA.
In particular, we registered and recorded a very strong growth in terms of EBITDA of our Smart Solution portfolio, going through 8.1 towards €12.6 million in EBITDA with a growth of plus 55%, very strong. This is driven by the fact that this division is growing in terms of subscription and software licenses that we sell to customers.
Some of the more mature Smart Solution that we have in portfolio are giving very good margins. The growth is mainly margins, not only turnover, because the products are mature, the investment is already stable, and so new business means new margins coming.
It's fully with our strategy to have this kind of offering stronger and with a good positioning to the market, and also with the aim to open up for synergies with the other division in order to continue to grow in the overall top line of the group. Investments, we continue to invest.
As said before, some of the products are more mature and requires less investment, but overall, we are still investing in new product lines and also internal startup like we did with InfraWise, that is the new startup for artificial intelligence for monitoring complex infrastructure, in critical infrastructure. We continue to invest.
The first semester is €13 million, plus 6% with the same period of the last year, that are giving this contribution of growth in terms of licenses and Smart Solution positioning. The total contribution of Smart Solution is €50 million in growth of 14% with the respect of the last year.
International revenues are €34 million, we continue to grow by keeping also the same percentage with respect to the overall group, that is 15% of the total. Let's say the focus on sustainable debt is still confirmed.
We recorded €114 million as net debt adjusted, and the adjustment is referred to our financial investment still in the bank that is still to be dismissed, is under dismissal, but not yet dismissed. The other point is that we continue with our buyback program.
We have now, let's say, treasury shares that at the end of the semester was evaluated more or less €14 million. Of course, last month, July, recorded a very strong growth of our stock price, so as far as today, also this value is increased due to the fact that also the stock price is rising in the last period, and we are happy of this, of course.
Looking to the industry, the different segments in which we are present, we are going better also than the forecasting that we put into the guidance, the overall guidance. The total growth of 21% as a whole is driven and pushed especially by the strategic areas for which we have half of the business, more or less.
I'm speaking about public sector and aerospace and defense, that are strategic domain for which TXT is very well positioned. We are very good, let's say, delivering good value to customers, and we are continuing to growing with new initiatives.
This half of the business is also the business that has longer visibility, it's a sort of derisk to the overall results of the group, because we still have a very strong backlog and very good visibility for the rest of the year, but of course, also for the next one, two years, because in this kind of segments, the projects are long-term, and we are engaged in most of the critical investments that Italy is doing as government investment for IT, and in the defense, let's say, arena, in which we are contributing on the main programs that are now in ramping up phase. There will be possibility to continue with these strong rates also on a short, of course, but also in a mid term.
Also, the other verticals are growing in a good way. Particularly, let's say, important is the performance of the telco, that is including also the gaming part.
In particular, we are growing also better than the expectation in this area, because the positioning of, let's say, one of our companies with an important customer in the gaming industry that required a new investment, and we followed these investments, and so we recorded a plus 18% for the telco and gaming division. Industrial is growing 19%.
Here we have also the contribution of the acquisition of Fast Think that we did in the first half of the year, but there is a very strong growth because we are, let's say, including the new business related to critical infrastructure monitoring by using AI that is, let's say, reported within this vertical, because it's related to the offering that we have for the Industrial IoT, and so we are growing these for these two main reasons. Fintech is growing, a little bit less than the others, but almost in average with the expectation we had, also because the initiative related to digital payments are shifting a little bit, and we will get a better contribution, and we are planning and forecasting to have a better contribution of growth in the second half of the year.
MarTech is also growing. Also here, we have a contribution coming from the acquisition of Netmediaclick, even if, let's say, consolidated just for one month.
The strong point is that the overall offering in this domain is also positioning very well within the market itself, and so we recorded a plus 18% with respect to the same period of the last year. We confirm the guidance.
We have a outlook given the industrial plan to have a growth organically of 15%. Of course, the first semester is stronger.
We plan maybe to have a little bit relax in the second half of the year, specifically for the public sector that started a lot of project in the first half of the year, even if the guidance of plus 15% is more than reachable. We will do better, of course, than the guidance that we have, but still we confirm the guidance.
The important thing is that we acquired, let's say, and I explain a little bit later, a new company that now is integrated and rebranded in TXT Digital Edge that will have a contribution, a strong contribution in the second half of the year in terms of turnover. Our outlook for the pro forma revenues of 2026 is more than half a billion.
It's, let's say, a very strong driver for growth and strong results that we can have as a pro forma for the 2026. Of course, also the consolidated one, we confirm our guidance that will be better than €470 million, and we overshoot also these results, we will be near to half a billion also for a pro forma basis, also for a consolidated reported basis, not only as a pro forma one.
We confirm also our, let's say, vision of keeping a sustainable growth, the growth will have small or no impact on the overall EBITDA margin, that is forecasted around 15%, means more than €70 million also for 2026. Some, let's say, updates about what happened in the last period from the last call that we had a few months ago, and in particular, the acquisition of and investment in a company that we acquired one month ago, more or less, beginning of July, which will be consolidated starting from the 1st of July, means in the full second half of the year.
This investment was made because was strategic, we already invested in this kind of offering that is very focused on cybersecurity, networking, data centers. We started this, let's say, initiative internally in a company already present in the group, but we were looking for a new company to add in our ecosystem in order to accelerate the growth, because we already positioned ourselves, but in order to scale up rapidly, we strategically decided to look for a target, invest in the target, merge the business that we already started in TXT, and have a focus on this domain.
We individuated a target. We acquired the target itself and renamed the target in TXT Digital Edge, that will be the new company of the group that will deliver value for networking, data center, and cybersecurities.
The company we acquired brings also contracts and so business for the verticals in which we are already, telco and banking and finance, but open up also opportunity for energy, utilities, that is a domain for which in the past we were very, let's say, narrow in terms of offering and presence. We think that this investment is a boost in order to continue to grow and generates also opportunity for upselling and cross-sellings other solution towards markets in which we were present, but not so strongly.
Digital Edge generated in 2025 more or less €50 million. We think that and we are working in order to implement commercial synergies and operational efficiencies, and we plan to consolidate for the second half of the year at least €30 million in revenues and €3 million of EBITDA.
It's a strong contribution to overall results of the group itself. The business plan we are working on is a plan, let's say, supported by the backlog that is already in the company and was previously in TXT to have this, let's say, overall offering cover €80 million of revenues and €8 million of EBITDA in 2027.
The enterprise value for the investment was about €7 million in €5.9 million in equity and €1 million of assumed net financial position, means that also the company is a value for money, because the company entered and needed some restructuring. We already did it, and so we will integrate a fully, let's say, clean company that will improve margins and will deliver value for the group and for all the stakeholders.
I want also to inform you too many positive, let's say, information and news. We had some also drawbacks.
In particular, we announced last week, 10 days ago, very recently, an impact related to our net financial position due to the tax position of a subsidiary. In particular, we as a board decided to approve a settlement of a tax audit that we received from the Italian regulation tax office about a subsidiary.
This, let's say, audit was related to an initiative of the subsidiary very focused on a period of time already passed and closed. We started in end of 2021 an initiative of business growth in terms of also international business of the subsidiary itself, initiative that started in 2021 and ended in 2024.
The tax office claim, let's say, some, let's say, not regular, let's say, movement specifically due to some partners that we had in this initiative itself. We were involved, but our subsidiary is fully out of this kind of, let's say, irregular behavior of our partners itself.
Of course, in these moments, we have to decide and do a risk assessment to settle or to open up to possible measure risk with new, let's say, investigation and other things, since the initiative was completely closed and passed, finished, and the fact that we have strong cash generation and strong results for this year. As a board, we decided, in order to be more, let's say, prudent and also because this is a non-recurring item, to close this kind of situation and find an agreement with that tax agency and close it by paying a part that we already paid a few days ago, so, and we will finish to pay by the end of the year.
This is a non-recurring impact that will be recorded, of course, in our profit and loss. It will be in the not adjusted, let's say, net profit essentially, and it will have an impact on the net financial position, but it has no impact on our, let's say, guidance and our forecast for the rest of the year.
This because we are growing faster than we, let's say, also forecasted and budgeted. This means that there is a good cash generation of the group itself.
We confirm our guidance to have 15% of EBITDA, 15% of growth, and net debt-to-EBITDA below 2 times. We still confirm our guidance.
I'd also to outline that, in terms of growth, beside the fact that stock price are increasing means that also the financial community is appreciating the work we are doing in these years, we also had a recognizement from an international, let's say, very important, let's say, newspaper, TIME did a research about the leaders of 2026, and TXT was ranked as first in Italy, fourth in Europe, and 14th globally for the digital segment. For us, make us proud because also an independent review put us in a particular very strong and difficult, let's say, overall group of companies that because there was more than 500,000 listed company that was, let's say, taken in consideration for this survey, and to be first in Italy and fourth in Europe for us is very, very important, let's say, make us very proud of what we are doing as a job.
In terms of business, we are improving, and we are getting a lot of new business specifically also in the public sector. We won the first, let's say, bids for public sector that still are not communicated to the market, because we need to be finalized and approved, but we already are, let's say, knowledgeable of the fact that we are in a very good position for the new wave of tenders that the public sector put in the second quarter of the year.
In the third quarter, we will communicate volumes and projects in which we are involved once approved. We have a longer visibility for the public sector.
I want to highlight also some initiative and some results that we achieved in the last quarter about the defense. In particular, we communicated also this good relationship and partnership we signed with MBDA, that is a, let's say, a French-Italian player, very strong in defense domain.
MBDA is growing up on Turin. Our presence in Turin and Piedmont in general is very strong, we have a long history.
The Piedmont region is, let's say, shifting from the automotive industry towards defense, and we are one of the players that is supporting the region in order to grow, because our strong presence in terms of people and knowledge in the area, and our relationship with the Politecnico di Torino, with the academic community and with the business community itself. We signed an agreement to support MBDA in scaling up the Turin site.
It's a long-term partnership agreement that will cover multi-year, up to five years of growth together. Our focus is on digital innovation, embedded software of critical systems, system engineering, advanced simulation.
These are the topic in our offering that is valuable also for the customer in order to grow. This is a strong point to strengthen our positioning in defense area, and it will contribute with revenues starting from Q3.
We ramp up a team, and we started to deliver just now, in September will be, let's say, the first month with relevant volumes. We are planning to, let's say, consolidate already €1 million coming from this initiative by the end of the year, but it's just the starting point of a ramp-up that will give very good contribution for 2027 and more.
This is just an example, but the overall results are very strong because we have many activities. Some of them we can communicate, other are more, let's say, covered by industrial secrets and so on.
The important thing is to say that we are very very well positioned, and we want to continue to capture opportunity comes from this strong position in order to continue to grow, possibly at the same pace that we are already doing. We expect, and we have a very strong outlook for the 2026 full year, and a very good backlog also for continuity in the mid and long term.
Thank you very much. I want to ask Andrea to follow up and highlight better the financial results of the six months.
Thank you.
Andrea Favini
Thank you, Daniele. Yes, we can start with the profit and loss of the first six months of 2026.
Here we look top line to EBITDA, and as discussed by Daniele, we have a very positive here in terms of top line with a 20.6% growth compared to the six months of 2025, with an 18.8% of organic growth, very strong performance. In terms of gross margin, the growth is slightly, let's say, reduced by the fact that the grew was more, let's say, strong in software engineering and Digital Advisory, where the gross margin is lower, let's say, by the nature of the business, but also into the Smart Solution business, there are stronger, let's say, investment in the going into operation of major contracts, especially in the aerospace domain, for which, let's say, technical R&D resources are working into paid customer projects for, let's say, major, let's say, subscription deal that will enter into operation between second half of the year and beginning of the next year.
Overall, the gross margin, let's say, reduced from 38.2% in 2025 first half to the 36.6% in the first half of the current year 2026. In terms of indirect costs, also here in terms of research and development, the growth of 6.2%, it's of course lower than the growth of the top line.
As explained by Daniele, this is also by the fact that some of our Smart Solution platforms are reach a maturity which doesn't require heavy investment in terms of new research and development activities, but also by the fact that more than €1 million of resources normally, let's say, involved into R&D activities have been shifted for the time being into, let's say, more direct billed activities for those, let's say, entry into service operation that I mentioned before. In terms of commercial costs, also here, let's say, start to be material and significant the effect of the operational efficiency and the synergies built between the different cluster and verticals of the entities.
In fact, we recorded approximately 15% growth compared to the more than 20% growth in the top line. Also in terms of general administrative cost, there is a strong, let's say, efficiency gain at group level, and this is, let's say, bringing the incidence of general administrative cost down from 7.3% in the first six months of 2025 to the 6.5% of the first half of the current year.
As discussed by Daniele, we have a 40 basis points, let's say, improvement in our EBITDA, which grew from 14.6% to 15% of revenues in 2026, reaching more than €34 million. If we move to the next slide, we have a bridge from EBITDA to the net profit, both adjusted and reported.
Here we start from the 15% of the EBITDA margin. Here we have, let's say, reduction from the €34 million of EBITDA to the €28 million of EBIT adjusted, which is driven by depreciation related to IFRS 16, office and car lease, which accounted for €4 million in the period.
Then we have about €1.7 million of depreciation of other fixed asset, tangible fixed asset. Then we have a residual amount of about €0.7 million of depreciation amortization of intangible assets and write-off of commercial items.
In particular, the depreciation of intangible asset is €0.5 million, and we have about €0.2 million of, let's say, commercial write-offs, mainly accounts receivables. These changes bring the adjusted EBIT to a level of 12.2% with a growth of 23.5% compared to the six months of the previous year.
Looking at the net financial results of the period, in terms of net financial charges, the net amount is €4.3 million and are included approximately €4.8 million of interest expenses and bank charges, with a net growth of approximately 36% compared to the previous year, mainly due to the different, let's say, structure of the debt of the company and volume of debt of the company compared to the previous year. Then there are €0.4 million overall, €0.5 million overall of financial income, of which 0.15 are related to the fair value of financial instruments and 0.4 are related instead to the fair value of earnouts.
Then we have the share profits of associate companies with a negative impact of €0.15 million, and FX gain as a non-material impact of a positive €0.1 million. That brings, together with income taxes of the period of €5.5 million, a net profit adjusted of €17.9 million, equal to the 7.8% of revenues and with, let's say, a growth of 22.8% compared to the previous year.
In terms of adjustments, we have PPA, the amortization of intangible, mainly intellectual properties and customer relationship, which accounted for €6.2 million, of which €1.1 million are related to the compensation of PPA related to the previous year, 2025, in particular related to the acquisition of IT Value. Let's say we can exclude this €1.1 million, and we have, let's say, recurrent PPA for about €5 million in the first six months of the year.
Then we have, as one-off item related to the tax item commented before by Daniele, a total of €12.7 million, of which €1.5 million is related to the write-off of a tax receivable and the remaining €11.2 million are related to an accrual for provision for future charges. With all, let's say, this one-off and effect of the PPA, the net profit reported of the period showed a negative balance of €1 million compared to the €11 million of the previous year.
Looking at the financial position of the company, so as of June 2026, the reported financial net debt is equal to €123 million, excluding the cash-out expected in connection with the one-off tax item commented before. If we look at the main items of the financial debt, in terms of financial assets, we have about €103 million of cash and cash equivalents.
We have six about €17 million of trading security at fair value, with a net increase of €5 million compared to the year-end 2025, as we have some cash that will be, let's say, allocated mostly into M&A, which has been, let's say, invested into some funds with no, let's say, constraints in terms of divestment. We will divest without penalties and without, let's say, any risk to further, let's say, burden the debt of the period.
Then we have, in terms of other financial assets, financial receivable for about 300k. In terms of liabilities, the overall balance of bank loans, it's about €202 million with a net increase of about €5 million compared to the year-end 2025.
Then we have liabilities related to IFRS 16, meaning leasing liabilities, for about €17.5 million with a net decrease of half a million compared to the previous year. We have a very significant increase in terms of earnouts liabilities, which grew from €10.5 million as of year-end 2025 to about €20 million as of end of June 2026, with a net increase of about €9.5 million.
Then we have, let's say, payables for acquisition, of which part are related to treasury share to be transferred, for an overall amount of €1.7 million. Then we have some other payables for about €1.4 million.
In terms of adjustment, as discussed before by Daniele, we have the residual stake owned by TXT in Banca del Fucino for €9.5 million, down compared to the €17.4 million of year-end 2025 following the divestment of part of the stake, and another €1.1 million, which is related to the non-monetary debts for, let's say, basically consideration to be paid in the treasury shares already owned by the company, so that we will not have an impact into our, let's say, cash position. In terms of overall change of adjusted net financial debt, there is a net increase of €13.8 million, which is mainly driven by the effect of the M&A for a total of about €26 million, of which €9.9 million are related to earnouts.
Then there is, let's say, €2.4 million of capital increase in minority-owned companies, the purchase of treasury shares for €3.5 million, the dividend payment of €4.4 million occurred in the second quarter of the year, and the effect of the financial charges net of the financial income for €4.1 million. The overall, let's say, disbursement just listed more than compensate the very positive cash generation coming from operation during the first six months of 2026.
If we look at the balance sheet, with a comparison between end of June 2026 and year-end 2025, in terms of fixed assets, as of June 2026, the total fixed asset amounted to approximately €255 million, representing an increase of €11 million compared to year-end 2025. Intangible fixed asset amounted to about €200 million with a net annual increase of €18 million compared to 2025.
Within this category, goodwill accounted for €141 million at June 2026 with a net increase of about €11 million compared to the previous year following the acquisition of the period. The remaining items consist mainly of customer relationship, intellectual properties assets allocated from goodwill, for a total net book value of €54 million, of which €6.5 million of IP and €7.3 million of customer relationship were allocated from goodwill during the first six months of 2026.
In terms of tangible fixed assets, as of June 2026, they amounted at about €33 million, in line with the year-end 2025, and the balance mainly consists of office and car lease recognized under IFRS 16 for a total of €18 million, one building with a net book value of about €4 million, plant and machines with a net book value of €3 million, and laptop and other electronic equipments for a total of €3 million. The other fixed asset as of June 2026 amounted to about €22 million with a net decrease of about €6 million compared to the previous year.
The end balance mainly included the investment in Banca del Fucino with a fair value of €9.9 million with a decrease of €7.5 million following the divestment of part of the position of TXT in Banca del Fucino occurred in May 2026. Then the remaining amount consists of investment in unconsolidated subsidiaries for €8 million with an increase of €1.5 million compared to the year-end 2025, and other minor amounts linked to security deposits on buildings rented out and deferred tax assets.
Looking at the net working capital of the company, the overall change is about a decrease of €1 million. In terms of trade receivable with customer, it increased at a lower rate compared to top line, with improved DSO and the effect of some invoice discounting, while work in progress related to fixed price project with customer increased by about €9 million in the first six months of the year.
Payable with suppliers, let's say, increased at a rate which is in line with the growth of the business, increased by about €9 million. In terms of other short-term receivable, the increase of €1 million in the first semester is mainly for the increase in deferred expenses account, while in terms of tax payable, it's recorded an increase of about €4 million in the first six months of the year following the recognition of income tax of the period, which more than offset reduction of deferred tax liabilities account.
Other payable increased by €4.4 million compared to year-end 2025, mainly for the increase of deferred income related to annual subscription invoiced during first quarter of the year and for the increase of payables with employees for accrued holiday, salaries, bonuses, and other components. Looking at the severance and other non-current liabilities, here is recorded the €12.7 million of provision for, let's say, the €11.2 million of, let's say, accrual on the provision for risk and charges related to the one-off tax items, which drive the increase of the overall balance from €9.6 million to €20.8 million.
In terms of shareholder equity, the reduction is mainly related to the effect of the repurchase of treasury shares for the dividend of €4.4 million and for, let's say, the negative reported net results of about €1 million following the accrual for the one-off tax item. Moving to the next slide, we have, let's say, display in this slide the shareholder structure as of end of June 2026, which is basically in line with the previous call and with the year-end, with Laserline being the financial vehicle of Chairman Enrico Magni owning 20% of TXT, managers who are, of course, top management, including CEO, but also all the seller part of the M&A plan that was, let's say, undertaken over the last six years, for which TXT pay part of the consideration in treasury shares, the selling manager became, let's say, shareholder of the group, and they are currently owning overall a 24% stake in TXT.
Then there is LBO Global Asset Management holding approximately 3% of TXT, treasury share for about 3%, and the markets with the 40%. In terms of performance of the TXT stock during the first semester 2026, TXT share price reached a high of 28 as of June 8, 2026, and the low of 23.85 on February 16, 2026.
At the end of June 2026, the share price was €27.25 per share. As of June 2026, treasury share are approximately 415,000 shares, representing 3.2% of issued share capital.
This compared to the 324,000 shares at the end of the year 2025, there is an increase, which is the net between the executed buyback plan and this share transfer in the context of the M&A. In particular, during the first half of 2026, TXT repurchased 120,000 shares at an average price of €28.73 per share for a total investment of approximately €3.5 million.
In terms of transfer of shares, in May 2026, about 29,000 shares were transferred at an average price of €27.91 per share as consideration for an M&A transaction. Following the end of the reporting period in July 2026, an additional 35,000 shares were transferred at a price of €31.91 per share in connection with an acquisition completed during the second quarter of 2026.
We are done with the financial section of this presentation. It's now time to go through the question that we collected during this presentation.
Thank you for your attention. If you agree, Daniele, I will maybe start with the...
Daniele Misani
Thank you, Andrea. You can go through the Q&A.
Everyone that wants to make any question, they can write on the chat, and we can answer. We already received some questions.
Andrea, if you can go through them, publish, and I can...
Andrea Favini
Yes, maybe already published, because you see that the interface of...
Daniele Misani
The technology.
Andrea Favini
It's difficult to manage.
Daniele Misani
Okay.
Andrea Favini
I will read them loudly, just in case they're not publicly available. The first is from Tommaso Nieddu from Kepler.
The question is, I'm going to read it: "Hi, on TXT Digital Edge, the enterprise value paid was only €6.9 million for a business with €47 million of 2025 revenues, implying circa 0.15 times enterprise value on sales. Can you clarify GC's 2025 EBITDA and net profits?
Since the enterprise value looks very low relative to revenues, we want to understand whether this reflects thin historic margins, one-off items, or in general, what's the reason?"
Daniele Misani
The main reason that we are good negotiator in terms of... Now, beside the jokes, let's say the acquisition was made also because our strategic reason to scale up a business that we already started standalone within other company of the groups.
For this reason, we chose a company that can be totally managed by us, differently from the past acquisition for which we aggregate also the management and, let's say, the structure in order to build on them. Because we already invested in the second half of the last year and the first half of this year in a structure, in management, in a sales team within TXT, we look for a company that can be restructured and make grow, and was an accelerator for us.
We looked for and we searched for contracts, for delivery capability, and we find in GC a perfect target, also because they had some issues and they lost one of their shareholders and, let's say, managing director in the last part of the last year. They were in a position to sell the company itself.
The company, in terms of volumes, made big volumes, but was positioned in the market as a small fish, let's say. Our strategy and our business plan is built in order to also level up the business type of the company itself.
Historically, the company was a small fish in the value chain of big projects in which also the reselling part of third-parts software or hardware was prevalent as a historical business. For us, it's not interesting to be positioned like that, but to have more broader projects including also high-value services within.
We are planning, and our budget for the second half of the year and for the future, is to have a company with an high level of value proposition of what we acquired. The historical margins of the acquired company were lower than the 10% we are declaring for the second half of the year, we are speaking about 5%, more or less.
This also taken into the account of the acquisition itself, on the price we paid. Also adding to the fact that the company was, let's say, in very, let's say, strong position to sell, for us was a very good opportunity, and for us is a very good opportunity in value for money to restructure and build up a new company with, let's say, a stronger value also in terms of projects and in terms of margin itself.
The low price with respect to turnover is a mix of historical performances that will not be delivered in the new ecosystem we are building, and for the fact that they needed some restructuring and they lost also some managers that was very important, and so this is reflected into the price we paid.
Andrea Favini
Thank you, Daniele. I hope it was clear enough, Tommaso.
Then we have the next question from Andrea Randone from Intermonte. Actually, there are two questions.
I will start with the first one: "Are you planning an update with investors of your business plan?"
Daniele Misani
Yes. Also as discussed in the past with the financial community, today, this morning, during the Board of Director, we, let's say, decided to plan it for before the end of the year.
It will be around November, in the November month, in which we will have already the reported nine-month results and a strong visibility on the full-year results, of course. We will present an update of the current, let's say, guidance for the 2026, 2027.
Of course, the Digital Edge, let's say, new initiative brings new values to the overall performances of the group, and will be reflected in this update. Of course, we will give also a broader vision on mid term.
We will include also in this update of the plan the visibility of 2028. With respect to the current plan that is 2025 to 2027.
Mid of November, and it will be formalized with a communication just after summer, because also today is one of the last day, and the team will be back end of August, and we will send invitation and the information about location and correct date by the end of the month.
Andrea Favini
Thank you, Daniele. I will go through the second question from Andrea: "If my calculations are correct, the very good profitability you recorded in the second quarter of 2026 comes after a particularly strong marginality in Smart Solutions, circa 21%, coupled with a quite weak software engineering, about 10%.
Can you provide the comments on these trends and updates us with the full-year outlook?"
Daniele Misani
In terms of, let's say, analytical calculation, of course Randone is a very good calculator about numbers. Let's say the underlying motivation that was, let's say, shown is correct, and of course, the overall good results in terms of margins is driven by the growth of margins into the Smart Solution.
This is because the growth of the turnover of Smart Solutions and that is mostly driven by new business and selling new licenses. Means margins with respect to additional investments.
It's not so weak in terms of business the System Engineering part, but it includes also some impact coming from investments that we are doing, in particular the scale-up of the structure to manage and to drive the Digital Edge initiative. We started to invest by hiring essentially high-profile people, managers, and specifically in sales and accounting, large customer accounting, and also some technical strong, let's say, profiles that we added and we hired and we paid in the first half of the year, of course without the revenues coming from the acquisition that we did in July.
Originally, we planned to close the deal also for GC earlier, but at the end, we formalized it in July. This is because the price was good.
The negotiation was harder than expected in order to keep, let's say, valuable the price itself. Of course, this has an impact in terms of cost that we sustain in the first half of the year, and in the second half of the year will be diluted with the new volumes that will be added.
In terms of outlook overall, I already give some indication during the presentation. We didn't change the overall outlook to have more than €470 million in terms of turnover and 15% of EBITDA margin.
Of course, we are budgeting, let's say, better results, specifically in turnover. We expect to close with this 15% to keep stable and sustainable this 15%, to continue to invest in our solution in order to continue to have a sustainable growth on a mid-long term.
Of course, in terms of turnover, 470 is quite, let's say, conservative, because we are working on an internal budget that is more near to half a billion than to 470. There are a lot of risk connected to businesses.
Some of the areas are not still ramping up as we expected, like, for example, the digital payments initiative, for which we have a very good pipeline in terms of opportunity, but revenue still it's a question mark we can start to book the revenue during this year, when, and so the contribution will come on a midterm for sure, but for the second half of the year, we are still, let's say, converting the pipeline into revenues. For this reason, let's say, the overall outlook will be turnover better than 470, and internal budget more near to half a billion.
Of course, that it's an internal, let's say, outlook, of course, not the official one that will be better than 470, that is a very good results looking forward. Of course, during the Capital Markets Day in November, the visibility will be better for sure.
Andrea Favini
Yes. Thank you, Daniele.
If I can only add something here, of course also the growth of software engineering in telco and gaming, which was stronger, let's say, than expected, has an impact on the overall division margin, and, let's say, historically, but also currently, the profitability on such, let's say, vertical, it's lower compared to the average of the software engineering division. For the Smart Solution, of course, there is also the impact of the acquisition, especially in the second quarter with the Smart Routing business, which basically is providing EBITDA more than revenues because TXT, through its subsidiary PaySys, was already acting as prime contractor.
Basically, there are significant royalties that are not longer paid to outside, let's say, third parties, but are all internal. This also drove a, let's say, material growth of the profitability at Smart Solution level.
I will continue with the next question. We have two questions from Andrea Bonfà from Banca Akros.
I will start reading the first one: "The contribution expected from GC/TXT Digital Edge for second half of 2026 and 2027 are entirely additional or include some TXT activities already present?"
Daniele Misani
In terms of values, €30 million and €3 million of... €30 million turnover and €3 million of EBITDA are the new perimeter, additional to the activity that was already, let's say, planned in our budget as a startup activity we have in our, let's say, portfolio.
The outlook that we gave for 2027 is already including, instead, the part, let's say, we developed before in TXT that is worth more or less €12 million of turnover, more or less, this part that is included in the €80 million. So €80 million is additional perimeter plus this €12 million plus the growth that we will do in this part.
I hope that I answered to this question. Yeah.
Andrea Favini
Thank you, Daniele. Then we have the second question from Andrea from Banca Akros: "On the 21% EBITDA margin of Smart Solution in second quarter 2026, looking at 26% achieved from that division in the second half of 2025, it seems that 20% looks sustainable also in the second half 2026 and going forward.
Do you agree?"
Daniele Misani
I agree, but we can do also better in some cases. Specifically, as said by Andrea, there is a good contribution from the acquisition that we did in North America, because we acquired a partner for which they were subcontractor of us, in terms of balance sheet, of course, we are consolidating the margins more than the revenue itself, because we have no cost to pay the subcontractor, but we have the asset within our portfolio.
In particular, this part is forecasted to grow, because we already communicated to have signed two important deals with North American airlines, two North American airlines. In the first half of the year, they started to give contribution to the overall consolidated revenues, but they are expected to grow in the second half of the year.
The 30% that Andrea looks sustainable is confirmed, and probably we can do also a little bit more better if we scale up with these airline deals in the proper way and if there are no drawbacks on other businesses that are on board. Say that also
Andrea Favini
the last quarter 2025 was particularly strong for the Smart Solution business for some perpetual licenses deal closed exactly in the fourth quarter of the last year. To replicate, let's say, the same performance of last quarter of 2025 plus a growth, let's say, factor will be a bit challenging, but of course, we will do our best in order to outperform the performance of, in terms of profitability, EBITDA margin of the second half of the previous year.
Daniele Misani
Andrea is more financial oriented. I am more business oriented and optimistic on this case, also because, let's say, we have a good pipeline, we have quite good visibility.
I think that we can manage to continue by keeping these results.
Andrea Favini
Thank you, Daniele. If I'm not wrong, there are no further questions.
So...
Daniele Misani
Okay. I would like to thanks everybody for attending this meeting also during summer.
Probably most of you are on a beach or on a boat or whatever. We are in office.
I hope not so longer again. Now, what I want to say is that, let's say, first half of the year was very good in terms of overall results.
For us, record results in terms of turnover, profitability, very good, let's say, implementation of a strategy, good execution of the strategy that brings a good result. Still, the good has to come.
Because we have to consider also the performances on a full-year basis. For sure, the Digital Edge initiative will have a strong contribution for the second half of the year.
If this first quarter is good, we are looking forward for the full-year results with a very good, let's say, sentiment. Of course, our project is a long-term one.
In our industrial plan, already we disclosed our, let's say, long-term view, and we will update in November. We are working very strongly, we are continuing to invest in order to create value on a mid-long term.
I thank you again for attending this conference call. I hope you enjoy this holiday season.
We will continue. Since we are very global now, I don't know, in every country, someone is already finished with holidays, in other they are starting.
As a TXT team, we will continue to push in order to meet and to do better from the guidance that we disclosed to the market itself. Thank you very much, and let's update all together on the next conference call and in the main events that we will attend, and of course, on the new, let's say, update of the Capital Market Day we are planning to do in November.
Thank you again. Thank you, Andrea.
Andrea Favini
Thank you, Daniele. Thank you, everyone who joined the call, and see you for the next call.
Daniele Misani
Thank you. Bye-bye.
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