Smartphoto group sales go up in fiscal 2024 but earnings decline due to targeted investments, faces takeover bid

Belgium-based e-commerce leader Smartphoto group reported an increase in revenue to 80.5 million euro in 2024 thanks to a strong second half and an even stronger last quarter. This growth of 4.0% (or 3.1 million euro) was achieved in a challenging economic environment, with continued pressure on consumer spending and market uncertainties. The company also revealed that Alyrick announced the binding sale and purchase agreement to acquire 18.24% of the shares in Smartphoto Group NV and, upon completion, will launch a mandatory takeover bid for Smartphoto. Details below.

For the full year, EBITDA is 11.4 million euro in 2024, down from 13.1 million euro in 2023 (-13.1%). The decrease in EBITDA is the result of investments in people and marketing to support further long-term growth.

The smartphoto division managed to limit the increase in operating costs by implementing strict cost control and smart price increases, which allowed margins to be further increased, the company said. Targeted investments in marketing brought growth in the second half of the year.

The product range was also further expanded in the second half of the year. Over 2024, mainly the product categories photo books and calendars experienced a nice growth. In the gifts product category, the personalised puzzle, which is available in different sizes and has variants from 24 to 1 000 puzzle pieces, and the personalised fleece blanket made of recycled material proved to be the star products. Compared to 2023, the overall customer database remained stable.

The B-to-B division showed a positive evolution in revenue, both organically, by attracting new clients, and through growth from the existing client portfolio, as through the acquisition of TopFanZ. . The production activities of the Gifts department within naYan will be relocated to the Gift Factory in Wetteren in spring 2025. This relocation will ensure increased efficiency and better utilisation of available space, which will ensure higher productivity in the second half of 2025, the company said. TopFanZ, market leader in Belgium in merchandising products and services in the sports and entertainment sector, is also part of this division.

System Insight Holdings Ltd. and its subsidiaries will also be included within this division as of 2025. An initial cash consideration of GBP 8 million was paid for this acquisition, for which the acquisition price, given the positive growth forecast for the future, was determined using a valuation based on an EBITDA multiple of 6. As of Dec. 31, 2024,, cash on the balance sheet amounted to 1.5 million GBP. In addition to the initial purchase price, the seller is entitled to an additional consideration, the final price of which will depend on future results.

Profit and loss and other comprehensive income

At Dec. 31 2024, the net profit amounts to 5.4 million euro, a decrease of 21.7% compared to the net profit of 6.9 million euro at 31 December 2023. This evolution of the realised profit for 2024, with a decrease of 1.5 million euro, is mainly explained by:

• a negative evolution of profit from operating activities of 2.0 million euro;
• a positive evolution of financial result of 0.4 million euro; and
• a positive impact of income tax income/expense of 0.1 million euro.

Takeover bid by Alyrick BV (Alyrick)

The Smartphoto board of directors has taken note of the sale by shareholders Shopinvest NV and De Vleterbeek NV of their respective shareholdings in smartphoto group NV (amounting to 18.24% in total) to Alyrick BV (Alyrick), an entity controlled by Alychlo NV (controlled by Marc Coucke) and Midelco NV (controlled by Philippe Vlerick). The board has noted Alyrick’s intention to launch a mandatory public takeover bid for all outstanding shares of smartphoto group NV as a result of the completion of the aforementioned sale, which the board supports.

According to March 4, 2025, press release from Midelco NV (“ Midelco ”), controlled by Vlerick, and Alychlo NV (Alychlo ), controlled by Marc Coucke, jointly incorporated Alyrick BV, as a bidding vehicle controlled by Midelco and Alychlo. Upon such incorporation, Midelco, Alychlo, and Alryck agreed for the purpose of the transactions. At the time of incorporation, Midelco, Alychlo, and the Bidder jointly held 1,137,338 shares (or 28.85%) in Smartphoto Group NV.