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Dovalue

Annual Report Feb 2, 2024

4145_ir_2024-02-02_348171c2-5c7e-4c2e-8265-2c9d5b494b36.pdf

Annual Report

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doValue – Relazione semestrale consolidata al 30 giugno 2022

2

Registered Office: Viale dell'Agricoltura, 7 – 37135 Verona Share capital €41,280,000.00 fully paid-up

Parent Company of the doValue Group Registered in the Company Register of Verona, Tax I.D. no. 00390840239 and VAT no. 02659940239 www.dovalue.it

CONTENTS

Governing and control bodies 4
GROUP STRUCTURE 5
DIRECTORS' INTERIM REPORT ON THE GROUP 7
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT SEPTEMBER 30, 2023 38
1. FINANCIAL STATEMENTS AT SEPTEMBER 30, 2023 39
ILLUSTRATIVE NOTES 47
2. ACCOUNTING POLICIES 48
3. INFORMATION ON THE CONSOLIDATED BALANCE SHEET 65
4. INFORMATION ON CONSOLIDATED INCOME STATEMENT 86
5. INFORMATION ON RISKS AND RISK MANAGEMENT POLICIES 93
6. SEGMENT REPORTING 101
7. BUSINESS COMBINATIONS 103
8. RELATED-PARTY TRANSACTIONS 105
ANNEXES 108
CERTIFICATIONS AND REPORTS 112
CERTIFICATION OF THE FINANCIAL REPORTING OFFICER

Governing and control bodies

BOARD OF DIRECTORS

4

BOARD OF STATUTORY AUDITORS

Alternate Auditors SONIA PERON

Financial Reporting Officer DAVIDE SOFFIETTI

At the date of approval of this document

  • (1) Chairman of the Appointments and Remuneration Committee
  • (2) Member of the Appointments and Remuneration Committee
  • (3) Chairman of the Risks, Related Party Transactions and Sustainability Committee
  • (4) Member of the Risks, Related Party Transactions and Sustainability Committee (5) Chairman of Supervisory Committee, pursuant to Italian Legislative Decree 231/2001
  • (6) Member of Supervisory Committee, pursuant to Italian Legislative Decree 231/2001

Chairman GIOVANNI CASTELLANETA (2)

CEO MANUELA FRANCHI

Directors FRANCESCO COLASANTI (2) GIOVANNI BATTISTA DAGNINO (4) CRISTINA FINOCCHI MAHNE (3) NUNZIO GUGLIELMINO (1) GIUSEPPE RANIERI ROBERTA NERI (4) MARELLA IDI MARIA VILLA (2) ELENA LIESKOVSKA (2)

Chairman NICOLA LORITO (6)

Statutory Auditors FRANCESCO MARIANO BONIFACIO (6) CHIARA MOLON (5)

MAURIZIO DE MAGISTRIS

AUDIT FIRM EY S.p.A.

GROUP STRUCTURE

With more than 20 years of experience and approximately €118 billion of assets under management, the doValue Group is the main operator in Southern Europe in the management of credit portfolios and real estate assets deriving from non-performing loans.

The doValue Group offers to its customers, both banks and investors, services for the management of portfolios of non-performing loans (NPL), unlikely to pay (UTP), early arrears and performing loans. The doValue Group is also active in the management and development of real estate assets deriving from nonperforming loans (real estate owned, REO).

In addition, the doValue Group offers a broad set of ancillary services (master legal services, due diligence services, data management services and master servicing activities).

The shares of the doValue Group have been listed on Euronext Milan since 2017. In addition, doValue has been admitted to the STAR segment of Euronext Milan in 2022.

The following chart shows the structure of the Group at September 30, 2023, and reflects the organic and external growth and diversification of doValue over 20 years of operations.

GBV
€77 bn 2017 Listing on Borsa Italiana (now Euronext Milan)
€82 bn 2018 doBank enters the Greek servicing market and announces the acquisition
of Altamira Asset Management, active in Spain, Portugal and Cyprus
€132 bn 2019 doBank renounce to its banking license and takes on the name
doValue, completes the acquisition of Altamira (today doValue Spain)
and becomes market leader in Southern Europe
doValue announces the acquisition of Greek servicer FPS Loans
and Credits Claim Management
€158 bn - 2020 doValue completes the acquisition of FPS (today doValue Greece)
and becomes market leader in Greece
doValue has completed the issue of its first bond
€150 bn 2021 doValue signs an agreement for the investment in a stake of c. 10%
in Brazilian fintech company QueroQuitar
doValue completes the issuance of its second bond
doValue acquires an approximately 15% stake in Irish proptech
company BidX1
doValue admitted to the STAR segment of Euronext Milan
€120 bn 2022 Expiry of the contract with Sareb and off-boarding of its €21 bn portfolio

DIRECTORS' INTERIM REPORT ON THE GROUP

7

The summary results and financial indicators are based on accounting data and are used in management reporting to enable management to monitor performance. They are also consistent with the most commonly used metrics in the relevant sector, ensuring the comparability of the figures presented.

The Group's business

The doValue Group provides services to banks and investors over the entire life-cycle of loans and real estate assets.

doValue's services are remunerated under long term contracts based on a fee structure that includes fixed fees based on the volume of assets under management and variable fees linked to the performance of servicing activities, such as collections from NPL receivables or the sale of customers' real estate assets or the number of real estate and business information services provided.

The Group provides services in the following categories:

NPL Servicing The administration, management and recovery of loans utilising in court and out-of
court recovery processes for and on behalf of third parties for portfolios mainly
consisting in non-performing loans. Within its NPL Servicing operations, doValue
focuses on corporate bank loans of medium-large size and a high proportion of real
estate collateral
Real Estate
Servicing
The management of real estate assets on behalf of third parties, including: (1) Real
estate collateral management: activities to develop or sell, either directly or through
intermediaries, real estate assets owned by customers originally used to secure bank
loans; (2) Real estate development: analysis, implementation and marketing of real
estate development projects involving assets owned by customers; and (3) Property
management: supervision, management and maintenance of customers' real estate
assets, with the aim of maximising profitability through sale or lease
UTP Servicing Administration, management and restructuring of loans classified as unlikely-to-pay,
on behalf of third parties, with the aim of returning them to performing status; this
activity is primarily carried out by the doNext subsidiaries pursuant to Art. 106 of
the Consolidated Banking Act (financial intermediary) and doValue Greece, pursuant
to Greek Law 4354/2015 (NPL Servicer under the license and supervision of the
Bank of Greece)
Early Arrears
and Performing
Loans Servicing
The management of performing loans or loans past due by less than 90 days, not
yet classified as non-performing, on behalf of third parties
Ancillary
Services
These include: (1) Due Diligence: services for the collection and organisation of
information in data room environments and advisory services for the analysis and
assessment of loan portfolios for the preparation of business plans for Collection and
Recovery
activities;
(2)
Master
Servicing
and
Structuring:
administrative,
accounting, cash management and reporting services in support of the securitisation
of loans; structuring services for securitisation transactions as well as performing
the role of authorised entity in securitisation transactions; and (3) Master Legal:
management of legal proceedings at all levels in relation to loans, mainly non
performing, managed by doValue on behalf of third parties

doValue, in its capacity as Special Servicer, has received the following ratings confirmed in February 2022: "RSS1- / CSS1-" by Fitch Ratings, and "Strong" by Standard & Poor's, which are the highest ratings assigned to Italian operators in the sector. They have been assigned to the two companies since 2008, before any other operator in this sector in Italy. doNext, as a Master Servicer, received an MS2+ rating from Fitch Ratings in February 2022, which is an indicator of high performance in overall Servicing management capability.

In July 2020, doValue received the Corporate credit rating BB with "Stable" outlook from Standard & Poor's and Fitch. This rating has been confirmed by both agencies in relation to doValue's senior bonds issued with an original nominal value of €265.0 million and €300.0 million with maturity in 2025 and 2026, respectively.

The rating was confirmed in June 2023 by both Fitch and Standard & Poor's, both with "Stable" outlook.

Group Highlights

The tables below show the main economic and financial data of the Group extracted from the related condensed Financial Statements, which are subsequently presented in the section of the Group Results at September 30, 2023.

(€/000)

Key data of the consolidated income statement 9/30/2023
Restated
9/30/2022 Change € Change %
Gross Revenues 335,154 425,529 (90,375) (21.2)%
Net Revenues 304,637 380,013 (75,376) (19.8)%
Operating expenses (189,302) (230,451) 41,149 (17.9)%
EBITDA 115,335 149,562 (34,227) (22.9)%
EBITDA margin 34.4% 35.1% (0.7)% (2.1)%
Non-recurring items included in EBITDA (79) (2,357) 2,278 (96.6)%
EBITDA excluding non-recurring items 115,414 151,919 (36,505) (24.0)%
EBITDA margin excluding non-recurring items 34.4% 35.7% (1.3)% (3.5)%
EBT 5,062 72,142 (67,080) (93.0)%
EBT margin 1.5% 17.0% (15.4%) (91.1)%
Profit (loss) for the period attributable to the Shareholders of
the Parent Company
(25,667) 39,181 (64,848) n.s.
Profit (loss) for the period attributable to the Shareholders of
the Parent Company excluding non-recurring items
(14,202) 45,630 (59,832) (131.1)%

(€/000)

Key data of the consolidated balance sheet 9/30/2023
Restated
12/31/2022 Change € Change %
Cash and liquid securities 95,667 134,264 (38,597) (28.7%)
Intangible assets 472,526 526,888 (54,362) (10.3%)
Financial assets 52,374 57,984 (5,610) (9.7%)
Trade receivables 158,902 200,143 (41,241) (20.6%)
Tax assets 100,586 118,226 (17,640) (14.9%)
Financial liabilities 696,930 684,984 11,946 1.7%
Trade payables 48,282 70,381 (22,099) (31.4%)
Tax Liabilities 59,252 67,797 (8,545) (12.6%)
Other liabilities 48,357 75,754 (27,397) (36.2%)
Provisions for risks and charges 30,481 37,655 (7,174) (19.1%)
Group Shareholders' equity 48,896 136,559 (87,663) (64.2%)

In order to facilitate an understanding of the doValue Group's performance and financial position, a number of alternative performance measures ("Key Performance Indicators" or "KPIs") have been selected by the Group and are summarised in the table below.

(€/000)

KPIs 9/30/2023
Restated
9/30/2022 12/31/2022
Gross Book Value (EoP) - Group 117,768,420 137,343,130 120,478,346
Collections of the period - Group 3,398,809 3,906,556 5,494,503
LTM Collections / GBV EoP - Group - Stock 4.5% 4.0% 4.1%
Gross Book Value (EoP) - Italy 68,710,519 72,481,364 72,031,038
Collections of the period - Italy 1,163,734 1,218,305 1,707,403
LTM Collections / GBV EoP - Italy - Stock 2.5% 2.6% 2.5%
Gross Book Value (EoP) - Iberia 11,230,354 26,405,149 11,650,908
Collections of the period - Iberia 835,620 1,570,705 1,965,314
LTM Collections / GBV EoP - Iberia - Stock 9.6% 6.7% 9.2%
Gross Book Value (EoP) - Hellenic Region 37,827,547 38,456,618 36,796,401
Collections of the period - Hellenic Region 1,399,455 1,117,546 1,821,787
LTM Collections / GBV EoP - Hellenic Region - Stock 7.0% 5.0% 6.1%
Staff FTE / Total FTE Group 42.6% 44.0% 45.0%
EBITDA 115,335 149,562 198,708
Non-recurring items (NRIs) included in EBITDA (79) (2,357) (2,979)
EBITDA excluding non-recurring items 115,414 151,919 201,687
EBITDA margin 34.4% 35.1% 35.6%
EBITDA margin excluding non-recurring items 34.4% 35.7% 36.1%
Profit (loss) for the period attributable to the shareholders of the
Parent Company
(25,667) 39,181 16,502
Non-recurring items included in Profit (loss) for the period attributable
to the Shareholders of the Parent Company
(11,465) (6,449) (34,061)
Profit (loss) for the period attributable to the Shareholders of the
Parent Company excluding non-recurring items
(14,202) 45,630 50,563
Earnings per share (Euro) (0.32) 0.50 0.21
Earnings per share excluding non-recurring items (Euro) (0.18) 0.58 0.64
Capex 9,160 13,733 30,833
EBITDA - Capex 106,175 135,829 167,875
Net Working Capital 110,620 140,074 129,762
Net Financial Position (485,512) (422,778) (429,859)
Leverage (Net Debt / EBITDA excluding non-recurring items LTM) 2.9x 1.8x 2.1x

LEGENDA

11

Gross Book Value EoP: indicates the book value of the loans under management at the end of the reference period for the entire scope of the Group, gross of any potential write-downs due to expected loan losses.

Collections for period: used to calculate fees for the purpose of determining revenues from the servicing business, they illustrate the ability to extract value from the portfolio under management.

LTM collections Stock/GBV (Gross Book Value) EoP Stock: the ratio between total gross LTM collections on the Stock portfolio under management at the start of the reference year and the end-period GBV of that portfolio.

Group Staff FTE/Total FTE: the ratio between the number of employees who perform support activities and the total number of full-time employees of the Group. The indicator illustrates the efficiency of the operating structure and the focus on management activities.

EBITDA and Profit (loss) of the period attributable to the Shareholders of the Parent Company: together with other relative profitability indicators, they highlight changes in operating performance and provide useful information regarding the Group's financial performance. These data are calculated at the end of the period.

Non-recurring items: items generated in extraordinary operations such as corporate restructuring, acquisitions or disposals of entities, start-up of new businesses or entry into new markets.

EBITDA and Profit (loss) for the period attributable to the Shareholders of the Parent Company excluding non-recurring items: are defined as EBITDA and Profit (loss) for the period attributable to core operations, excluding all items connected with extraordinary operations such as corporate restructuring, acquisitions or disposals of entities, start-up of new businesses or entry into new markets.

EBITDA Margin: obtained by dividing EBITDA by Gross Revenues.

EBITDA Margin excluding non-recurring items: obtained by dividing EBITDA excluding non-recurring items by Gross revenues.

Earnings per share: calculated as the ratio between net profit for the period and the number of outstanding shares at the end of the period.

Earnings per share excluding non-recurring items: the calculation is the same as that for earnings per share, but the numerator differs from net profit for the period excluding non-recurring items net of the associated tax effects.

Capex: investments in property, plant, equipment and intangibles.

EBITDA – Capex: calculated as EBITDA net of investments in property, plant and equipment and intangibles. Together with other relative profitability indicators, it highlights changes in operating performance and provides an indication on the Group's ability to generate cash.

Net Working Capital: this is represented by receivables for fees invoiced and accruing, net of payables to suppliers for invoices accounted for and falling due in the period.

Net Financial Position: this is calculated as the sum of cash, cash equivalents and highly-liquid securities, net of amounts due to banks and bonds issued.

Leverage: this is the ratio between the Net Financial Position and EBITDA excluding non-recurring items for the last 12 months (possibly adjusted pro-forma to take account of significant transactions from the start of the reference year). It represents an indicator of the Group's debt level.

Group Results at September 30, 2023

The operating results for the period are reported on the following pages, together with details on the performance of the portfolio under management.

At the end of this Directors' Interim Report on the Group, a reconciliation schedule is provided between the condensed income statement reported below and the income statement provided in the consolidated Financial Statements section.

doValue – Consolidated Interim Report at September 30, 2023

PERFORMANCE

(€/000)
Condensed Income Statement 9/30/2023
Restated
9/30/2022 Change € Change %
Servicing Revenues: 291,498 390,305 (98,807) (25.3)%
o/w: NPE revenues 251,623 326,188 (74,565) (22.9)%
o/w: REO revenues 39,875 64,117 (24,242) (37.8)%
Co-investment revenues 1,064 1,141 (77) (6.7)%
Ancillary and other revenues 42,592 34,083 8,509 25.0%
Gross revenues 335,154 425,529 (90,375) (21.2)%
NPE Outsourcing fees (10,692) (16,111) 5,419 (33.6)%
REO Outsourcing fees (7,256) (19,514) 12,258 (62.8)%
Ancillary Outsourcing fees (12,569) (9,891) (2,678) 27.1%
Net revenues 304,637 380,013 (75,376) (19.8)%
Staff expenses (141,751) (158,580) 16,829 (10.6)%
Administrative expenses (47,551) (71,871) 24,320 (33.8)%
Total o.w. IT (19,604) (25,578) 5,974 (23.4)%
Total o.w. Real Estate (3,801) (5,161) 1,360 (26.4)%
Total o.w. SG&A (24,146) (41,132) 16,986 (41.3)%
Operating expenses (189,302) (230,451) 41,149 (17.9)%
EBITDA 115,335 149,562 (34,227) (22.9)%
EBITDA margin 34% 35% (1)% (2.1)%
Non-recurring items included in EBITDA (79) (2,357) 2,278 (96.6)%
EBITDA excluding non-recurring items 115,414 151,919 (36,505) (24.0)%
EBITDA margin excluding non-recurring items
Net write-downs on property, plant, equipment and
34.4% 35.7% (1.3)% (3.5)%
intangibles (76,437) (47,919) (28,518) 59.5%
Net provisions for risks and charges (13,015) (7,317) (5,698) 77.9%
Net write-downs of loans 1,207 265 942 n.s.
EBIT 27,090 94,591 (67,501) (71.4)%
Net income (loss) on financial assets and liabilities measured
at fair value
1,586 (1,170) 2,756 n.s.
Net financial interest and commissions (23,614) (21,279) (2,335) 11.0%
EBT 5,062 72,142 (67,080) (93.0)%
Non-recurring items included in EBT (11,833) (8,490) (3,343) 39.4%
EBT excluding non-recurring items 16,895 80,632 (63,737) (79.0)%
Income tax for the period (30,996) (22,984) (8,012) 34.9%
Profit (Loss) for the period (25,934) 49,158 (75,092) n.s.
Profit (loss) for the period attributable to Non-controlling
interests 267 (9,977) 10,244 (102.7)%
Profit (Loss) for the period attributable to the
Shareholders of the Parent Company (25,667) 39,181 (64,848) n.s.
Non-recurring items included in Profit (loss) for the period (12,249) (6,849) (5,400) 78.8%
O.w. Non-recurring items included in Profit (loss) for the
period attributable to Non-controlling interest
(784) (400) (384) 96.0%
Profit (loss) for the period attributable to the
Shareholders of the Parent Company excluding non
recurring items (14,202) 45,630 (59,832) (131.1)%
Profit (loss) for the period attributable to Non-controlling
interests excluding non-recurring items
517 10,377 (9,860) (95.0)%
Earnings per share (in Euro) (0.32) 0.50 (0.82) n.s.
Earnings per share excluding non-recurring items (Euro) (0.18) 0.58 (0.76) (131.1)%

Portfolio under management

At September 30, 2023, the Group's Managed Portfolio (GBV) in the five core markets in Italy, Spain, Portugal, Greece and Cyprus amounted to €117.8 billion, with a slight decrease of 2.2% comparing with the balance of €120.5 billion at December 31, 2022.

New flows amounted to approximately 8.7 billion, of which roughly 17% related to the Italian market, 21% to the Iberian region and 62% to the Hellenic one.

The following chart shows the geographical breakdown of the GBV: in particular for each country the share managed at September 30, 2023 is highlighted.

The evolution of the Managed Portfolio, which includes only onboarded portfolios, in the first nine months of 2023 was characterised by contracts related to new customers totalling €6.1 billion, of which approximately €4.5 billion in the Hellenic Region, roughly €0.7 billion in Iberia and about €0.9 billion in Italy.

In addition to the flows listed above, a further €2.6 billion comes from existing customers which are onboarded through flow contracts.

With respect to the decrease in GBV, during the period, disposals and write-offs totalled €3.9 billion and €4.1 billion, respectively.

The Managed Portfolio is to be considered in further growth with respect to the picture described above, due to new mandates acquired and currently in the onboarding phase for a total of approximately €0.4 billion, related to portfolios of Italian leading institutions.

Group collections for the period amounted to €3.4 billion, down by approximately 13% on the same period of the previous year (€3.9 billion). The decrease is essentially due to the exit of the Sareb portfolio in Spain. Excluding the effect of the exit of the Sareb portfolio, the figure for the period would compare with €3.2 billion in the first nine months of 2022, with a 7% improvement in performance.

The geographical breakdown of collections for 2023 is as follows: €1.2 billion in Italy, €0.8 billion in Iberia and €1.4 billion in the Hellenic Region.

Performance

The first nine months of 2023 were persistently affected by international tension, inflationary pressures and increases in interest rates following monetary policy decisions by ECB.

In this complex framework, the doValue Group recorded gross revenues of €335.2 million, down 21% from €425.5 million at September 30, 2022. The comparison with the comparative period is particularly detrimental, but it should be remembered that the 2022 data still included the contribution of the Sareb portfolio (on a like-for-like basis, excluding the latter, the revenues for the first nine months of 2022 would be equal to €379.4 million, denoting a much lower drop of approximately 12%).

At a geographical level, the comparison with the same period of the previous year highlights a lower contribution from the Hellenic Region and a decrease recorded in Iberia (especially linked to the exit of the Sareb portfolio) and in Italy (lower NPL collections partially offset by better performance in the UTP sector and ancillary businesses).

Servicing revenues of NPE and REO assets amounted to €291.5 million (€390.3 million at September 30, 2022), down 25%. On a product basis, NPE revenues amounted to €251.6 million (€326.2 million in September 2022), down by approximately 23%, while REO revenues totalled €39.9 million and, compared to €64.1 million in the same period of the previous year, show a 38% decrease. As mentioned earlier, these trends are impacted by the partial contribution of the Sareb portfolio during the year which was offboarded between July and October 2022.

Co-investment revenues, equal to €1.1 million, are substantially in line with the comparative period and are represented by the revenues of the ABS securities of the Romeo SPV, Mercutio Securitization and Mexico Finance securitisations of which doValue holds 5%.

On the other hand, the contribution of ancillary and other revenues is more significant (€42.6 million) and a sharp increase compared to the €34.1 million balance at September 30, 2022. It originates mainly from income for data processing and provision services and other services closely related to the abovementioned servicing activities, such as due diligence, master and structuring services and legal services, as well as services provided in the Rental, Real Estate Development and diversified Advisory and Portfolio Management areas.

These revenues accounted for 13% of total gross revenues for the period, compared to approximately 8% in the same period of the previous year.

9/30/2023 9/30/2022 Change € Change %
NPE revenues 251,623 326,188 (74,565) (22.9)%
REO revenues 39,875 64,117 (24,242) (37.8)%
Co-investment revenues 1,064 1,141 (77) (6.7)%
Ancillary and other revenues 42,592 34,083 8,509 25.0%
Gross revenues 335,154 425,529 (90,375) (21.2)%
NPE Outsourcing fees (10,692) (16,111) 5,419 (33.6)%
REO Outsourcing fees (7,256) (19,514) 12,258 (62.8)%
Ancillary Outsourcing fees (12,569) (9,891) (2,678) 27.1%
Net revenues 304,637 380,013 (75,376) (19.8)%

(€/000)

Net revenues decreased by 20% to €304.6 million, compared to approximately €380.0 million in the same period of the previous year.

NPE outsourcing fees fell sharply by 34% to €10.7 million (€16.1 million in the first nine months of 2022), with a decrease in all segments, as a result of lower collections through the external network and of a gradual internalization process underway in Italy.

This decrease in terms of cost is more than proportional to the decline in the related revenues, thereby indicating a partial recovery of efficiency in this segment.

REO outsourcing fees decreased to €7.3 million (€19.5 million in 2022), due to the combination of two opposing effects: the decrease in the managed portfolio in Spain and the stability of turnover in Greece due to the ongoing activities carried out by the subsidiary doValue Greece Real Estate. This segment was also affected by the lower number of auctions in Italy and Spain due to the macroeconomic conditions and to a strike by the Spanish courts, occured in the first part of the year.

Ancillary outsourcing fees amounted to €12.6 million compared to €9.9 million in the same period of 2022, up 27%, in line with the increase in volumes of the related revenues.

The impact of outsourcing fees on revenues fell from 11% in September 2022 to 9% in the current period as a result of the Sareb portfolio offboarding and of the Group's policy which increased the use of in-house personnel in the recovery of receivables under management.

Operating expenses amounted to €189.3 million compared to €230.5 million in the same period of 2022. The incidence on gross revenues is 56% compared to 54% of 2022. In details, administrative expenses amounted to €47.6 million (compared to €71.9 million at September 30, 2022). The decrease of approximately 34% shows a general reduction in all segments, particularly in Iberia, as a result of the restructuring that began in 2022.

Staff expenses amounted to €141.8 million, down 11% from €158.6 million in same period of the previous year.

(€/000)

9/30/2023 9/30/2022 Change € Change %
Staff expenses (141,751) (158,580) 16,829 (10.6)%
Administrative expenses (47,551) (71,871) 24,320 (33.8)%
o.w. IT (19,604) (25,578) 5,974 (23.4)%
o.w. Real Estate (3,801) (5,161) 1,360 (26.4)%
o.w. SG&A (24,146) (41,132) 16,986 (41.3)%
Operating expenses (189,302) (230,451) 41,149 (17.9)%
EBITDA 115,335 149,562 (34,227) (22.9)%
o.w: Non-recurring items included in EBITDA (79) (2,357) 2,278 (96.6)%
o.w: EBITDA excluding non-recurring items 115,414 151,919 (36,505) (24.0)%

The table below shows the number of FTEs (Full Time Equivalents) by geographical area.

FTEs BY REGION 9/30/2023 9/30/2022 Change Change %
Italy 959 988 (29) (2.9)%
Iberia 599 711 (112) (15.8)%
Hellenic Region 1,570 1,518 52 3.4%
Total 3,128 3,217 (89) (2.8)%

As a result of the trends described above, EBITDA stood at €115.3 million compared to €149.6 million in 2022, with an incidence on revenues equal to 34% against 36% in September 2022, whose amount was influenced by the contribution of the Sareb portfolio, absent in 2023.

In the first nine months of 2023 were recognised €79 thousand of non-recurring items for strategic consultancies; consequently, EBITDA excluding non-recurring items amounts to €115.4 million, compared to €151.9 million at September 2022 when these items not directly related to the business amounted to €2.4 million.

The Group's EBIT amounted to €27.1 million compared to €94.6 million in the same period of the previous year.

EBT amounted to €5.1 million compared to €72.1 million at September 30, 2022. This item includes the financial costs related to the two bond issues and to the Earn-out recognised following acquisition operations in Spain and Greece, the fair value difference related to minority co-investments in securitisation vehicles where the Group is the Servicer, and other minor items related to the application of IFRS 16.

(€/000)

9/30/2023
Restated
9/30/2022 Change € Change %
EBITDA 115,335 149,562 (34,227) (22.9)%
Net write-downs on property, plant, equipment and
intangibles
(76,437) (47,919) (28,518) 59.5%
Net provisions for risks and charges (13,015) (7,317) (5,698) 77.9%
Net write-downs of loans 1,207 265 942 n.s.
EBIT 27,090 94,591 (67,501) (71.4)%
Net income (loss) on financial assets and liabilities measured
at fair value 1,586 (1,170) 2,756 n.s.
Net financial interest and commissions (23,614) (21,279) (2,335) 11.0%
EBT 5,062 72,142 (67,080) (93.0)%

EBT includes additional non-recurring items totalling €11.8 million (€8.5 million in 2022), which mainy refer to costs related to the early retirement incentive affecting all regions (especially Spain, following the exit of the Sareb portfolio) and to the tax claims in Italy and Spain.

Net write-downs on property, plant and equipment and intangibles amounted to €76.4 million compared to €47.9 million at September 30, 2022, with an increase of €28.5 million substantially attributable to the impairments accounted for the main intangible assets relating to doValue Spain and therefore to the Iberia region.

In particular, the long-term servicing contract with Santander was written down for €14.7 million, as well as the brand for €1.7 million and finally the goodwill for €12.5 million. For further details, please refer to the following section "Group financial position".

The balance of the item also includes the amortization of servicing contracts and the brand for doValue Spain and doValue Greece, amounting to a total of €22.9 million, as well as the amortization of right-ofuse assets deriving from the recognition of leases in accordance with IFRS 16 for a total of €10.7 million. The remaining part of amortisation primarily concerns software licenses for technology investments made by the Group during the period equal to €11.7 million aimed at upgrading the IT platform.

Net provisions for risks and charges amounted to €13.0 million, compared to €7.3 million at September 30, 2022, and were mainly related to provisions for early retirement incentives, legal disputes and prudential provisions on receivables.

Net financial interest and commissions amounted to €23.6 million, against €21.3 million at September 30, 2022. This item mainly reflects the costs associated with the two bonds issued for the acquisitions made in Spain and Greece, implementing the Group's internationalisation strategy.

(€/000)

9/30/2023
Restated
9/30/2022 Change € Change %
EBT 5,062 72,142 (67,080) (93.0)%
Income tax for the period (30,996) (22,984) (8,012) 34.9%
Profit (Loss) for the period (25,934) 49,158 (75,092) n.s.
Profit (loss) for the period attributable to Non-controlling
interests
267 (9,977) 10,244 (102.7)%
Profit (Loss) for the period attributable to the
Shareholders of the Parent Company
(25,667) 39,181 (64,848) n.s.
Non-recurring items included in Profit (loss) for the period
O.w. Non-recurring items included in Profit (loss) for the period
(12,249) (6,849) (5,400) 78.8%
attributable to Non-controlling interest
Profit (loss) for the period attributable to the
Shareholders of the Parent Company excluding non
(784) (400) (384) 96.0%
recurring items (14,202) 45,630 (59,832) (131.1)%
Earnings per share (in Euro) (0.32) 0.50 (0.82) n.s.
Earnings per share excluding non-recurring items (Euro) (0.18) 0.58 (0.76) (131.1)%

Income tax for the period amounted to €31.0 million, compared to €23.0 million in September 2022, due to the income mix developed during the period and of the effects of the write-downs on Italian and Iberian deferred taxes.

The profit for the period attributable to the Shareholders of the Parent Company excluding nonrecurring items came to negative €14.2 million, compared to the positive result of €45.6 at September 30, 2022. Including non-recurring items, the profit for the period attributable to the Shareholders of the Parent Company is negative for €25.7 million, compared to a profit of €39.2 million of September 2022.

SEGMENT REPORTING

doValue's international expansion in the large market of Southern Europe, with the acquisition first of doValue Spain and later of doValue Greece, has led management to consider it appropriate to evaluate and analyse the business with a geographical segmentation.

This classification is tied to specific factors of the entities included in each category and to the type of market. The geographical regions thus identified were: Italy, Hellenic Region and Iberia. It should be noted that the Italy Region includes €3.7 million linked to the cost of the resources allocated to the Group and to the cost relating to the employment relationship with the previous Chief Executive Officer.

Based on these criteria, the following table shows the revenues and EBITDA (excluding non-recurring items) for the period for each of these business segments.

Gross revenues recorded in the first nine months of 2023 amounted to €335.2 million (€425.5 million in September 2022) and EBITDA excluding non-recurring items amounted to €115.4 million (€151.9 million in September 2022). Italy contributed 34% to the Group's gross revenues, Hellenic Region 51% and Iberia 15%.

The EBITDA margin excluding non-recurring items in Italy was 20% (23% excluding charges of €3.7 million mentioned above), 56% in the Hellenic Region and a negative 5% in Iberia.

First Nine Months 2023
Condensed Income Statement
(excluding non-recurring items)
Italy Hellenic Region Iberia Total
Servicing revenues 84,383 158,939 48,176 291,498
o/w NPE Revenues 84,383 140,200 27,040 251,623
o/w REO Revenues - 18,739 21,136 39,875
Co-investment revenues 1,064 - - 1,064
Ancillary and other revenues 27,674 12,737 2,181 42,592
Gross Revenues 113,121 171,676 50,357 335,154
NPE Outsourcing fees (4,893) (3,398) (2,401) (10,692)
REO Outsourcing fees - (3,141) (4,115) (7,256)
Ancillary Outsourcing fees (12,157) - (412) (12,569)
Net revenues 96,071 165,137 43,429 304,637
Staff expenses (56,006) (54,230) (31,515) (141,751)
Administrative expenses (17,283) (15,570) (14,619) (47,472)
o/w IT (6,685) (7,153) (5,766) (19,604)
o/w Real Estate (1,001) (1,847) (953) (3,801)
o/w SG&A (9,597) (6,570) (7,900) (24,067)
Operating expenses (73,289) (69,800) (46,134) (189,223)
EBITDA excluding non-recurring items 22,782 95,337 (2,705) 115,414
EBITDA margin excluding non-recurring items 20.1% 55.5% (5.4)% 34.4%
Contribution to EBITDA excluding non-recurring items 19.7% 82.6% (2.3)% 100.0%

First Nine Months 2023 vs 2022
Condensed Income Statement
(excluding non-recurring items)
Italy Hellenic Region Iberia Total
Servicing revenues
First Nine Months 2023 84,383 158,939 48,176 291,498
First Nine Months 2022 105,204 190,077 95,024 390,305
Change (20,821) (31,138) (46,848) (98,807)
Co-investment revenues, ancillary and other revenues
First Nine Months 2023 28,738 12,737 2,181 43,656
First Nine Months 2022 27,416 2,681 5,127 35,224
Change 1,322 10,056 (2,946) 8,432
Outsourcing fees
First Nine Months 2023 (17,050) (6,539) (6,928) (30,517)
First Nine Months 2022 (14,014) (5,983) (25,519) (45,516)
Change (3,036) (556) 18,591 14,999
Staff expenses
First Nine Months 2023 (56,006) (54,230) (31,515) (141,751)
First Nine Months 2022 (63,253) (53,285) (42,042) (158,580)
Change 7,247 (945) 10,527 16,829
Administrative expenses
First Nine Months 2023 (17,283) (15,570) (14,619) (47,472)
First Nine Months 2022 (20,482) (18,705) (30,327) (69,514)
Change 3,199 3,135 15,708 22,042
EBITDA excluding non-recurring items
First Nine Months 2023 22,782 95,337 (2,705) 115,414
First Nine Months 2022 34,871 114,785 2,263 151,919
Change (12,089) (19,448) (4,968) (36,505)
EBITDA margin excluding non-recurring items
First Nine Months 2023 20.1% 55.5% (5.4)% 34.4%
First Nine Months 2022 26.3% 59.5% 2.3% 35.7%
Change (6)p.p. (4)p.p. (8)p.p. (1)p.p.

Group Financial Position

INTRODUCTION

The balance sheet figures have been reclassified from a management perspective, in line with the representation of the reclassified income statement and the net financial position of the Group.

At the end of this Directors' Interim Report on the Group, in accordance with the same presentation approach for the income statement, we have included a reconciliation between the condensed balance sheet reported below and the table reported in the consolidated Financial Statements.

(€/000)

Condensed Balance Sheet 9/30/2023
Restated
12/31/2022 Change € Change %
Cash and liquid securities 95,667 134,264 (38,597) (28.7)%
Financial assets 52,374 57,984 (5,610) (9.7)%
Property, plant and equipment 52,410 59,191 (6,781) (11.5)%
Intangible assets 472,526 526,888 (54,362) (10.3)%
Tax assets 100,586 118,226 (17,640) (14.9)%
Trade receivables 158,902 200,143 (41,241) (20.6)%
Assets held for sale 16 13 3 23.1%
Other assets 55,471 29,889 25,582 85.6%
Total Assets 987,952 1,126,598 (138,646) (12.3)%
Financial liabilities: due to banks/bondholders 581,179 564,123 17,056 3.0%
Other financial liabilities 115,751 120,861 (5,110) (4.2)%
Trade payables 48,282 70,381 (22,099) (31.4)%
Tax liabilities 59,252 67,797 (8,545) (12.6)%
Employee termination benefits 8,582 9,107 (525) (5.8)%
Provisions for risks and charges 30,481 37,655 (7,174) (19.1)%
Other liabilities 48,357 75,754 (27,397) (36.2)%
Total Liabilities 891,884 945,678 (53,794) (5.7)%
Share capital 41,280 41,280 - n.s.
Reserves 37,289 83,109 (45,820) (55.1)%
Treasury shares (4,006) (4,332) 326 (7.5)%
Profit (loss) for the period attributable to the Shareholders of
the Parent Company (25,667) 16,502 (42,169) n.s.
Net Equity attributable to the Shareholders of the Parent
Company
48,896 136,559 (87,663) (64.2)%
Total Liabilities and Net Equity attributable to the
Shareholders of the Parent Company 940,780 1,082,237 (141,457) (13.1)%
Net Equity attributable to Non-Controlling Interests 47,172 44,361 2,811 6.3%
Total Liabilities and Net Equity 987,952 1,126,598 (138,646) (12.3)%

Cash and liquid securities are down by €38.6 million on the previous year end as a result of the financial trend of the period described in the note to the Net Financial Position.

Financial assets amounted to €52.4 million, a decrease of €5.6 million compared to December 31, 2022 (€58.0 million).

The item is broken down in the following table.

(€/000)

Financial assets 9/30/2023 12/31/2022 Change € Change
%
At fair value through profit or loss 43,172 42,323 849 2.0%
Debt securities 20,953 18,145 2,808 15.5%
CIUs 21,968 23,628 (1,660) (7.0)%
Equity instruments 197 197 - n.s.
Non-hedging derivatives 54 353 (299) (84.7)%
At fair value through OCI 8,309 10,171 (1,862) (18.3)%
Equity instruments 8,309 10,171 (1,862) (18.3)%
At amortized cost 893 5,490 (4,597) (83.7)%
L&R with banks other than current
accounts and demand deposits 54 4,433 (4,379) (98.8)%
L&R with customers 839 1,057 (218) (20.6)%
Total 52,374 57,984 (5,610) (9.7)%

Financial assets "at fair value through profit or loss" increased by an overall €0.8 milioni. In detail, debt securities show an increase of €2.8 million, almost entirely attributable to positive valuation effects detected on one of the Cairo portfolios. CIU units relating to the reserved closed-end alternative securities fund Italian Recovery Fund (formerly Atlante II), decreased by €1.7 million mainly due to the cancellation and distribution of some units for €2.3 million, compensated by valuation effects for €0.6 million. Finally, the category includes the fair value attributed to the non-hedging derivative on BidX1 and representative of the value of the residual call option, which highlights a valuation decrease of €0.3 million in the period. Financial assets "at fair value through OCI", which include the non-controlling interests held in the Brazilian fintech company QueroQuitar S.A. (11.46%) and in the Irish proptech company BidX1 (17.7%), showed a

reduction in valuation of €1.9 million attributable exclusively to the latter company. Financial assets "at amortised cost" decreased by €4.6 million mainly attributable to the sale to third parties, completed in January 2023, of the limited recourse loan for a specific business activity, following the termination of the latter by mutual consent.

Property, plant and equipment amounted to €52.4 million, down by €6.8 million on December 31, 2022. The decrease is mainly due to the amortisation charge of the period (€12.6 million), partially offset by new purchases of €5.7 million relating largely to lease contracts on buildings and cars (€4.3 million).

Intangible assets went from €526.9 million to €472.5 million, down €54.4 million. The decrease is mainly attributable to the combined effect of reductions of €64.0 million (of which €34.6 million for amortisation and €29.4 million for write-downs) and increases of €9.7 million mainly related to software purchases (including the portion classified as assets under development and payments on account).

The write-downs of a total of €29.4 million of intangible assets mainly derive from the results of an impairment test carried out on the values as at September 30, 2023, in which the prospective information has been determined in line with that relating to the last quarter of 2023 deriving from the Budget 2023 approved by the Board of Directors on December 22, 2022 and with the Group Industrial Plan 2022-2024 approved by the Board of Directors on January 25, 2022, with the exception of intangible assets attributable to the Iberia region for which the test was performed on the basis of the preliminary 2024-2026 Business Plan approved by the Board of Directors on January 12, 2024.

The test, which compares the estimated values in use with the related book values net of depreciation for the period, highlighted the need to write down the "long-term servicing contracts" category for €14.7 million referred to the Santander contract of doValue Spain, the "brands" category for €1.7 million relating to the brand attributable to the subsidiary doValue Spain, as well as goodwill allocated to Iberia region for €12.5 million.

The following is a breakdown of intangible assets:

(€/000)

Intangible assets 9/30/2023
Restated
12/31/2022 Change € Change %
Software 41,756 44,441 (2,685) (6.0)%
Brands 20,267 24,581 (4,314) (17.6)%
Assets under development and payments on account 10,975 10,791 184 1.7%
Goodwill 224,367 236,897 (12,530) (5.3)%
Long-term servicing contracts 175,161 210,178 (35,017) (16.7)%
Total 472,526 526,888 (54,362) (10.3)%

In particular, the most significant portion of intangible assets is due to Group's two acquisitions, relating respectively to doValue Spain and its subsidiaries, carried out at the end of June 2019, and the business combination of doValue Greece completed in June 2020, as summarised below:

(€/000)

9/30/2023 Restated
Intangible assets doValue Spain
Business
Combination
doValue Greece
Business
Combination
Total
Software and relative assets under development 12,310 21,677 33,987
Brands 20,198 - 20,198
Goodwill 111,534 112,391 223,925
Long-term servicing contracts 17,560 157,601 175,161
Total 161,602 291,669 453,271
12/31/2022
Intangible assets doValue Spain
Business
Combination
doValue Greece
Business
Combination
Total
Software and relative assets under development 13,073 22,532 35,605
Brands 24,508 - 24,508
Goodwill 124,064 112,391 236,455
Long-term servicing contracts 35,404 174,776 210,180
Total 197,049 309,699 506,748

The tax assets listed below amounted to €100.6 million at September 30, 2023, compared to €118.2 million at December 31, 2022. The €17.6 million decrease is mainly due to releases of "Deferred tax assets", of which €13.2 million derive from the cancellation non-recoverable DTA for tax losses carried forward and temporary differences of the Iberian region and €1.4 million from the cancellation of DTA of the Parent Company doValue.

(€/000) Tax assets 9/30/2023 Restated 12/31/2022 Change € Change % Current tax assets 5,010 5,407 (397) (7.3)% Paid in advance - 1,006 (1,006) (100.0)% Tax credits 5,010 4,401 609 13.8% Deferred tax assets 82,908 101,758 (18,850) (18.5)% Write-down on loans 41,846 49,391 (7,545) (15.3)% Tax losses carried forward in the future 16,341 19,300 (2,959) (15.3)% Property, plants and equipment / Intangible assets 12,981 18,241 (5,260) (28.8)% Other assets / liabilities 3,682 5,243 (1,561) (29.8)% Provisions 8,058 9,583 (1,525) (15.9)% Other tax receivables 12,668 11,061 1,607 14.5% Total 100,586 118,226 (17,640) (14.9)%

The breakdown of tax liabilities equal to €59.3 million, is also shown below, which shows a decrease of €8.5 million compared to the 2022 balance of €67.8 million. The change of the period is primarly related to the €8.2 million reduction in deferred tax liabilities, partly associated with the impairment of intangible assets in the Iberia region as described above (€4.1 million). The remaining portion is attributed to the Purchase Price Allocation (PPA) process of doValue Spain and doValue Greece, along with the additional reduction in tax-related debt for the period (€1.3 million).

(€/000)

Tax liabilities 9/30/2023
Restated
12/31/2022 Change € Change %
Taxes for the period 9,182 10,478 (1,296) (12.4)%
Deferred tax liabilities 42,828 51,003 (8,175) (16.0)%
Other tax payables 7,242 6,316 926 14.7%
Total 59,252 67,797 (8,545) (12.6)%

At September 30, 2023, financial liabilities – due to banks/bondholders went from €564.1 million to €581.2 million, up by €17.1 million.

This increase is due, on the one hand, to the portion of accrued unpaid interest and to the temporary use of a 12-month revolving credit line of €25 million, and, on the other hand, to the reduction of €5.0 million deriving from two buy-back transactions of existing bonds which were concluded by repurchasing part of the debt on the market at a discount so as to reduce the total amount of liabilities by more than the required financial outlay, with the consequent recognition of an income equal to €0.5 million.

At September 30, 2023, the residual liability at amortised cost for the two bonds issued was as follows:

  • 2020-2025 bond with a nominal value of €264.0 million, interest rate 5.0%: €261.1 million;

  • 2021-2026 bond with a nominal value of €296.0 million, interest rate 3.4%: €294.6 million.

Other financial liabilities at September 30, 2023 are detailed below:

(€/000)
Other financial liabilities 9/30/2023 12/31/2022 Change € Change %
Lease liabilities 44,033 49,938 (5,905) (11.8)%
Earn-out 50,198 44,649 5,549 12.4%
Put option on non-controlling interests - 21,894 (21,894) (100.0)%
Hedging derivatives - - - n.s.
Other financial liabilities 21,520 4,380 17,140 n.s.
Total 115,751 120,861 (5,110) (4.2)%

"Lease liabilities" include the discounted value of future lease payments, in accordance with the provisions of IFRS 16.

The liability for the Earn-out refers (i) to the doValue Spain operation in the amount of €21.6 million, which represents a portion of the acquisition price, integrated of the interest component and (ii) to the acquisition of doValue Greece for €28.6 million that is related to the achievement of some EBITDA targets within a ten-year time frame and the first payments of which will not be due before 2024.

Last September 29th, the notification was received for the exercise of the sale option of the residual minority share (equal to 15%) of doValue Spain. The "Put option on non-controlling interests" liability, equal to €21.9 million at December 31, 2022, was therefore cancelled in the reference period as the related amount of €21.5 million defined between the parties was included among the "Other financial liabilities" category following the exercise of the option.

Please note that the expiry of the put option was extended to the end of September 2023 through the agreement signed on June 26, 2023, with which the exercise price of the option was also defined; it should also be noted that the formalization and execution of the transfer of the minority share of doValue Spain took effect from October 24, 2023 ("Transfer date").

The component of "Other financial liabilities" which at December 31, 2022 was equal to €4.4 million, was eliminated at September 30, 2023 following the termination of the limited recourse loan for a specific business activity in January 2023, as a result of the sale of the related loan recognised under financial assets.

Provisions for risks and charges amounted to €30.5 million (€37.7 million at the end of 2022), with a reduction of €7.2 million attributable to the "Other" category for €5.4 million and mainly due to the release of the provision for "Curing fees" pursuant to IFRS 15 on variable fees, as well as, in relation to the "legal and tax disputes" category, to the release of €2.5 million of a risk provision by the subsidiary doValue Spain following the signing, on December 27, 2023, of a settlement agreement with a client.

(€/000)

Provisions for risks and charges 9/30/2023
Restated
12/31/2022 Change € Change %
Legal and Tax disputes 18,081 19,867 (1,786) (9.0)%
Staff expenses 558 535 23 4.3%
Other 11,842 17,253 (5,411) (31.4)%
Total 30,481 37,655 (7,174) (19.1)%

Other liabilities went from €75.8 million to €48.4 million with a decrease of €27.4 million mainly due to the settlement of debts towards employees for performance bonuses and early retirement incentives, as well as the release of the portion referring to first nine months of 2023 of the deferred income on the advance payment of servicing fee and other residual items.

(€/000)

Other liabilities 9/30/2023 12/31/2022 Change € Change %
Amounts due to personnel 24,980 31,495 (6,515) (20.7)%
Debts related to servicing contracts 17,073 16,895 178 1.1%
Accrued expenses/deferred income and other debts 6,304 27,364 (21,060) (77.0)%
Total 48,357 75,754 (27,397) (36.2)%

Shareholders' equity attributable to Shareholders of the Parent Company amounted to €48.9 million, compared to €136.6 million at December 31, 2022.

NET WORKING CAPITAL

(€/000)

Net Working Capital 9/30/2023 9/30/2022 12/31/2022
Trade receivables 158,902 197,849 200,143
Trade payables (48,282) (57,775) (70,381)
Total 110,620 140,074 129,762

The balance for the period was €110.6 million, a marked improvement compared to €129.8 million in December 2022: this decrease is the result of the reduction showed in all the geographical areas of reference. In terms of revenues over the last 12 months, the NWC accounts for 24% in line with the 23% at the end of 2022. This trend is particularly appreciable if considered within the current macroeconomic framework.

NET FINANCIAL POSITION

(€/000)

Net Financial Position 9/30/2023 9/30/2022 12/31/2022
A Cash 95,667 159,518 134,264
B Liquidity (A) 95,667 159,518 134,264
C Current bank debts (25,418) (25,104) (163)
D Bonds issued - current (3,865) (3,896) (9,740)
E Net current financial position (B)+(C)+(D) 66,384 130,518 124,361
G Bonds issued - non-current (551,896) (553,296) (554,220)
H Net financial position (E)+(F)+(G) (485,512) (422,778) (429,859)

At September 30, 2023, the net financial position amounted to €485.5 million, compared to €429.9 million at the end of 2022.

The trend for the period was characterised by planned investments of approximately €9.2 million, mainly in Italy and in the Hellenic Region, the working capital trends explained above, as well as the payment of taxes of €20.0 million (largely attributable to the Hellenic Region) and financial expenses related to the two bond issues for €23.3 million. It should be noted that dividends of approximately €52.6 million were paid

during the period (of which €5.0 million to the minority shareholders of the Greek subsidiary doValue Greece).

Therefore, "Cash" amounted to €95.7 million, compared to €134.3 million at the end of 2022, as a result of the above trends.

In addition to the current cash level, the Group had €93.5 million of available credit lines of, bringing total liquidity (cash plus available lines) to approximately €190 million.

The net current financial position remains positive at €66.4 million (€124.4 million at the end of 2022), reflecting a balanced overall capital structure.

With respect to its debt structure, from time to time, depending on market conditions and other factors, doValue or one of its affiliates may repurchase or acquire an interest in its outstanding debt securities, whether such securities are traded above or below their nominal value, using its cash or in exchange for other securities or other consideration, in any case through market purchases or through privately negotiated or other transactions.

Despite the ongoing turbulence which affected the reference markets also in this quarter of the year, the Group's net financial position was not significantly impacted, also considering the structure of the collection deadlines scheduled by the waterfall that, especially domestically, envisage payment terms close to the end of the quarter.

CONDENSED CASH FLOW

(€/000)

Condensed Cash flow 9/30/2023 9/30/2022 12/31/2022
EBITDA 115,335 149,562 198,708
Capex (9,160) (13,733) (30,833)
EBITDA-Capex 106,175 135,829 167,875
as % of EBITDA 92% 91% 84%
Adjustment for accrual on share-based incentive system payments (4,761) 4,810 5,557
Changes in Net Working Capital (NWC) (10,269) (26,950) (15,137)
Changes in other assets/liabilities (53,175) (49,771) (74,697)
Operating Cash Flow 37,970 63,918 83,598
Corporate Income Tax paid (19,961) (25,368) (44,042)
Financial charges (23,329) (20,200) (27,146)
Free Cash Flow (5,320) 18,350 12,410
(Investments)/divestments in financial assets 2,285 2,428 3,664
Dividends paid to minority shareholders (5,000) (5,002) (5,002)
Dividends paid to Group shareholders (47,618) (36,763) (39,140)
Net Cash Flow of the period (55,653) (20,987) (28,068)
Net financial Position - Beginning of period (429,859) (401,791) (401,791)
Net financial Position - End of period (485,512) (422,778) (429,859)
Change in Net Financial Position (55,653) (20,987) (28,068)

(*) It should be noted that for the sole purpose of better representing the dynamics involving the net working capital, a reclassification was made of the movements related to the "Advance to Suppliers" and to the "Contractual Advance from ERB" from item "Changes in other assets/liabilities" to item "Changes in Net Working Capital (NWC)" for a total of €29.4 as at Sept-23; €19.5m in Sept-22 and €17.9m in Dec-22

The Operating Cash Flow for the period was positive at €38.0 million, (€63.9 million at September 30, 2022 and it is the result of the profit margins achieved during the period, with EBITDA of €115.3 million and capital expenditure of €9.2 million following the implementation of the technological transformation of the Group.

The change in net working capital, in the reference period, is negative with a result of €10.3 million (compared with a cash absorption of €26.9 million in September 2022). The change in the current period is mainly linked to the deferred collection to the end of 2023 and the beginning of 2024 of part of the fees relating to the disposal carried out in Greece on the assets under management.

"Changes in other assets/liabilities" amounting to -€53.2 million, mainly includes payments related to voluntary exits as well as items related to periodic rents treated according to the IFRS 16 methodology and to advanced payments for some residential projects under development in the Iberian area.

Taxes paid amounted to €20.0 million and essentially refer to direct taxes paid in the Hellenic area and in Italy (€25.4 million in September 2022).

Financial charges paid amounted to €23.3 million (€20.2 million in September 2022), reflecting the average cost (at a fixed rate) incurred following the bonds issued to support the Group's international growth process. These transactions allowed the Group to replace credit lines with a pre-established repayment plan, including interest and principal, with instruments with bullet repayment for the principal and interimly payment of coupons. This allowed for a greater balance of sources, extending deadlines and a lower interest expense given the current interest rate curve.

The dynamics described above therefore determine a negative Free Cash Flow of €5.3 million against the value of €18.3 million in the comparative period, especially by virtue of the lower level of EBITDA developed in 2023 as fully described in the section dedicated to the notes on the economic results.

"(Investments)/disinvestments in financial assets" were positive for €2.3 million and mainly included the collection of the units of the Italian Recovery Fund alternative reserved investment fund.

It should be noted that in the current period the payment of approximately €47.5 million in dividends was made, consisting almost entirely of the amounts approved by the last Shareholders' Meeting and a further €5.0 million to the minority shareholders of the Greek subsidiary doValue Greece.

Therefore, the net cash flow of the period was negative by €55.6 million, compared to a negative amount of €21.0 million in the same period of 2022. It should be noted that, excluding the disbursement of dividends, the cash flow generated would have been substantially neutral, also including the buy-back operations of the bond issues amounting to approximately €5 million.

Significant events during the period

RESIGNATION OF THE CHIEF EXECUTIVE OFFICER AND APPOINTMENT OF MANUELA FRANCHI AS NEW CEO

On March 17th, 2023 the Chief Executive Officer Andrea Mangoni announced his intention to resign from his role to take on new professional opportunities.

The Board of Directors has activated the relevant internal procedures aimed at starting the succession process for the role of Chief Executive Officer. In line with the remuneration policy adopted by the Company, there were no indemnities nor benefits in relations to the cessation of the role of Chief Executive Officer.

On April 27th, 2023, the Board of Directors of doValue S.p.A. has co-opted Manuela Franchi as acting Chief Executive Officer of the Group, with the aim of ensuring full continuity and stability in the management of the Group.

Following an in-depth selection process of internal and external candidates activated by the doValue Board of Directors, on August 3, 2023 Manuela Franchi was finally confirmed by unanimous decision in her role as CEO for the Group.

SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting of doValue was held on April 27, 2023. In particular, the Shareholders' Meeting:

  • approved the separate Financial Statements for the year 2022, the destination of the profit for the year 2022 and the distribution of the dividend;
  • examined the second section of the Report on the remuneration policy and on the remuneration paid in the financial year 2022 or related thereto, pursuant to article 123-ter of the TUF and art. 84-Quater of Consob Regulation no. 11971/1999 (the "Issuers' Regulation"), expressing a favourable opinion;
  • granted a new authorisation to purchase treasury shares;
  • approved the amendments to the By-Laws.

DIVIDEND DISTRIBUTION

On March 23, 2023, the Board of Directors of DoValue resolved to propose to the shareholders the distribution of a dividend of €0.60 per share (for a total of approximately €47.5 million, considering the number of treasury shares currently held by the Company). The dividend, which was subsequently approved by the Shareholders in their Meeting on April 27, 2023, was paid on May 10, 2023 (with exdividend date on May 8, 2023 and record date on May 9 2023).

ARBITRATION IN SPAIN

With regard to the developments following the agreement reached with the Tax Authority in 2021 by the subsidiary doValue Spain Servicing S.A. (hereinafter "doValue Spain"), on May 11, 2023, the International Court of Arbitration of the International Chamber of Commerce issued the arbitral award condemning Altamira Asset Management Holdings S.L. (hereinafter "AAMH") to repay approximately €28 million, plus legal interest, in favor of the doValue Group. Simultaneously, doValue S.p.A. is obligated to make the Earn Out payment. The amounts related to the Spanish tax claim were paid in 2021 by doValue Spain to the Spanish Tax Authority in the context of the inspection launched in connection to facts and events occurred prior to the acquisition performed by doValue which took place in 2019.

In response to this arbitral award, AAMH has initiated legal action before, the competent Spanish courts, seeking the partial annulment of the arbitral award concerning its obligation to pay the tax claim imposed under the arbitral award.

TAX AUDIT IN ITALY

Regarding the formal closure of the tax audit that the Parent Company has received by the Italian Tax Authority concerning the fiscal years 2015, 2016 and 2017, prior to the listing, at the end of April 2023, a tax assessment was received in connection with the 2016 finding and for which it filed a tax settlement proposal to activate the adequate protection measures and demonstrate, supported by a pool of professionals, the reasons for the correctness of the own conduct.

OTHER RELEVANT ACTIVITIES

Since the beginning of 2023, doValue has been active on several fronts. A summary of all the main initiatives and key mandates is shown below.

  • MSCI ESG Research: in March 2023, MSCI ESG Research has upgraded the Group's MSCI ESG rating from "AA" to "AAA". MSCI ESG Research measures a company's resilience to environmental, social and governance ("ESG") risks on a long-term horizon. The upgrade by MSCI ESG Research is a tangible example of doValue's commitment in adopting best practices in the interest of its stakeholders, in particular clients, capital providers (equity holders and bond holders), employees, and the broader social and environmental ecosystem in which the Company operates.
  • Moody's Analytics rating: in July 2023, Moody's Analytics upgraded its ESG rating to "Robust" from "Limited".
  • Project Souq: in February 2023, doValue completed a €630 million GBV secondary portfolio disposal in Greece to Intrum. The portfolio has been carved out from the Cairo I and Cairo II HAPS securitisation vehicles, which have been managed by doValue since their creation. The disposal allows doValue to accelerate its collection activity in Greece (for which it received a Collection fee in Q1 2023) whilst obtaining the long-term servicing mandate on the dismissed portfolio.
  • Fino 1 GACS securitisation: in January 2023, thanks to the strong performance of doValue in the management of the securitisation Fino 1, in the context of which the GACS guarantee was granted by the Italian Ministry of Economy and Finance, the Class A senior notes of this securitisation have been repaid.
  • Efesto Fund: between December 2022 and January 2023, the Efesto Fund has received commitments for UTP contributions for an aggregate amount of €1.1 billion (partially already onboarded as of March 31st, 2023), including sizeable commitments from two primary Italian banks.
  • Bond buy-back: as part of an exercise to optimize its liabilities and make better use of available cash, doValue bonds were purchased and subsequently cancelled, for a nominal value of approximately €5.0 million.
  • doValue Spain Put Option: the expiry date of the put option on the minority interest of 15% in doValue Spain was extended from the end of June 2023 to September 2023.
  • Onboarding of SKY portfolio in Cyprus: on September 28, 2023 doValue announced the completion of the acquisition transaction of the Sky portfolio, which includes the onboarding by doValue Cyprus of the Sky portfolio assigned by Cerberus Capital Management for a value total of approximately €2.3 billion of Non-Performing Exposures originating from Alpha Bank Cyprus, of which €2.1 billion represent new assets under management.

doValue – Consolidated Interim Report at September 30, 2023

Significant events after the end of the period

In accordance with IAS 10, it is hereby disclosed that the figures included in the Consolidated Interim Report at September 30, 2023 approved by the Board of Directors on November 9, 2023 have been restated to reflect the effects of the following events occurred after such date and up to January 12, 2024, date of approval of this Consolidated Interim Report.

BUSINESS PLAN 2024-2026

On January 12, 2024, the doValue Board of Directors approved the preliminary 2024-2026 Business Plan for the Iberia region, while the new 2024-2026 Plan for the entire doValue Group is being finalized and will be presented in a subsequent Board of Directors meeting.

The preliminary Business Plan of the Iberia region envisages lower targets compared to the previous 2022- 2024 plan in consideration of the current situation of the subsidiaries in Spain and Portugal and the macroeconomic context.

SETTLEMENT AGREEMENT DOVALUE SPAIN

On December 27, 2023, a settlement agreement was signed with a client of the subsidiary doValue Spain. Specifically, this agreement entails the final settlement of any past, present, or future liabilities arising from the contract, with the client making a payment to the Group. The subsidiary doValue Spain received this payment at the end of December 2023.

The following additional significant events that occurred after the closing of the period are listed below, which the Group considers non-adjusting events in accordance with IAS 10.

SHARE BUYBACK PROGRAM

On October 9, 2023 doValue S.p.A. announced the initiation, as from October 10, 2023, of its share buyback programme for a maximum amount of 2,000,000 shares to restore the own shares reserve to service the share-based incentive plan for the Group's management.

COMMENCEMENT OF THE SALE PROCESS OF DOVALUE PORTUGAL

In November 2023, the Board of Directors of doValue Spain, as the sole shareholder of the subsidiary doValue Portugal Unipessoal Limitada, resolved to initiate the sale process. This decision was made in light of the negative economic and financial outlook of the company, despite the initiatives undertaken to mitigate its financial losses.

ARBITRATION IN SPAIN

With regard to the enforcement action initiated by the Parent Company doValue S.p.A. and its subsidiary doValue Spain Servicing S.A. in July 2023 to request the execution and associated payment of sums due from Altamira Asset Management Holdings S.L. (hereinafter "AAMH"), on December 21, 2023, the competent court in Madrid issued an enforcement order, condemning AAMH to pay the amount specified in the arbitral award, leading to the seizure of all assets owned by AAMH. The enforcement procedure is subject to legal opposition.

In light of the above, the Group holds a contingent asset and anticipates realizing an amount of at least approximately €22 million.

TAX AUDIT IN ITALY

With reference to the tax assessment for the year 2016, following the inability to reach a settlement agreement, on December 16, 2023, the settlement procedure was formally closed, and a judicial appeal was filed.

On December 19, 2023, a tax assessment was also received regarding the 2017 fiscal year finding. The Parent Company is currently evaluating, with the support of its consultant, the actions to be taken within the legal timeframe.

DOVALUE INTEGRATES TEAM 4 COLLECTION & CONSULTING S.L.U.

On December 29, 2023 doValue Spain signed the acquisition of full control of Team 4 Collection & Consulting S.L.u. ("Team4"), a subsidiary of the Arvato Group (Bertelsmann).This integration accelerates doValue Spain's strategy to expand its capabilities in the management of small unsecured tickets, a rapidly growing market segment in the region and in Europe, and is consistent with its strategy aimed at growing its business through increased diversification and a wider base of clients. The acquisition is neutral in terms of net leverage and net financial position of doValue. Team4 recorded €3.5 million of net revenue in 2022 with €2.5 billion of asset under management (GBV) and is expected to achieve €4.2 million of net revenues in 2023. Thanks to its technical and human infrastructure Team4 it is able to effectively serve a diverse range of top clients in the Spanish market, both in the financial sector and the consumer space. Team4 has developed a unique platform with capabilities to efficiently manage collection services, both amicable and judicial. Its proprietary software and robust IT infrastructure provide a strong foundation for managing and optimizing collection processes. The acquisition is expected to generate immediate synergies through the internalization of outsourcing services that currently doValue Spain sources from external companies for managing unsecured tickets. The integration will allow doValue to also expand its customer base toward non-banking clients which represent almost 25% of Team4's assets under management. Under the agreement Team4 will continue to serve Arvato Group and Arvato Group's multinational's customers operating in Spain.

OTHER RELEVANT ACTIVITIES

  • doValue Spain Put option: following the notification received last September 29th for the exercise of the sale option of the residual minority stake (equal to 15%) of doValue Spain, it is noted that the formalization and execution of the transfer of the minority stake took effect from October 24, 2023;
  • S&P Global rating: in November 2023, S&P Global has confirmed its Issuer Credit Rating at "BB" with "Stable" outlook; the rating and outlook apply also to doValue's Senior Secured Notes listed on the Luxemburg Stock Exchange;
  • New servicing in Spain: in December 2023 the Group has secured the servicing contract on approximately €500 million GBV of secured NPLs in Spain. Approximately €170 million GBVs were already being serviced by doValue; with this transactions doValue secures this amount and adds approximately €330 million of additional GBVs. The management of the portfolio will begin in the first quarter of 2024.

Outlook for operations

The Group is currently advancing its Business Plan for the period 2022-2024 and simultaneously finalizing the new Plan for the three-year period 2024-2026 to account for changing market scenarios. The latter, which is in the completion phase at the time of approval of this Consolidated Interim Report, may follow new development guidelines and a renewed operational model, leveraging the positive results achieved so far on a more efficient cost structure obtained through the implementation of the doTransformation program.

Regarding the current market context, it is expected that:

  • activities in Italy will continue in line with the trends observed in 2023, with revenues slightly contracting due to new business inflows not yet sufficient to offset the collection rate;
  • activities in the Hellenic Region will be supported by an acceleration of Collections, also driven by potential portfolio sales in the secondary market on behalf of clients, which should lead to a stable year-on-year margin;
  • activities in Iberia will fully reflect the offboarding of the Sareb portfolio following the contract expiration, partially offset by cost reduction resulting from the reorganization of Spanish activities that has already affected the latter part of 2022.

Main risks and uncertainties

The financial position of the doValue Group is adequately scaled to meet its needs, considering the activity carried out and the results achieved.

The financial policy pursued is aimed at fostering the stability of the Group, which in view of its operations does not currently or prospectively intend to engage in speculative investment activity.

The main risks and uncertainties, considering the Group's business, are essentially connected to the macroeconomic situation which could have consequences on the general trend of the economy and on the generation of non-performing exposures. Furthermore, elements of uncertainty remain linked to the effect inflationary dynamics and the increase in interest rates that could have repercussions on the ability of debtors to repay their exposures.

At the date of approval of this Consolidated Interim Report, considering the high degree of uncertainty linked to these extraordinary circumstances, the actual impacts, direct and indirect, on the Group's business cannot be estimated.

GOING CONCERN

In order to express an opinion on the going concern assumption used to prepare this interim condensed consolidated Financial Statements, the risks and uncertainties to which the Group is exposed were carefully assessed:

  • in particular, account was taken of the forecasts regarding the macroeconomic scenarios impacted by the combination of the inflation, the increase in interest rates, the deterioration of the economic climate, geopolitical risks and the uncertainties relating to future developments;
  • in the sustainability assessment of assets at September 30, 2023, account was taken of the Group's solid capital base, financial position and ability to generate cash flows, as reflected in the Group's 2022-2024 Business Plan and in the preliminary one relating to the three-year period 2024-2026 for the Iberia region, as well as the characteristics of doValue's specific business model, which is capable of responding flexibly to the various phases of the economic cycle;
  • finally, account was taken of assets under management, as well as the contribution of new portfolio management contracts recorded in the first nine months of 2023.

From the analyses carried out and on the basis of the assumptions reported above, no uncertainties have emerged in relation to events or circumstances which, considered individually or as a whole, could give rise to doubts regarding the Group's ability to continue as a going concern.

Other information

MANAGEMENT AND COORDINATION

At September 30, 2023, 25.05% of the shares of the Parent Company doValue are owned by its largest shareholder, Avio S.a r.l, the reference shareholder, a company incorporated in Luxembourg, affiliated to the Fortress Group, which in turn was acquired by Softbank Group Corporation in December 2017.

A further 3.22% of doValue shares are held by other investors similarly connected with Softbank Group Corporation, with an overall stake held by the latter of 28.27%.

At September 30, 2023, the residual 71.73% of the shares were placed on the market and 1.04% consisted of 832,618 treasury shares, measured at cost, for a total of €4.0 million held by the Parent Company.

The reference shareholder does not exercise any management or coordination power over doValue pursuant to Article 2497 et seq. of the Italian Civil Code, as it does not issue directives to doValue and, more generally, does not interfere in the management of the Group. Accordingly, the strategic and management policies of the doValue Group and all of its activities in general are the product of the independent self-determination of the corporate bodies and do not involve external management by Avio.

The Parent Company doValue exercises its management and coordination powers over its direct subsidiaries as provided for in the legislation referred to above.

TRANSACTIONS IN TREASURY SHARES

At September 30, 2023, doValue held 832,618 treasury shares, equal to 1.04% of the total share capital. Their book value is €4.0 million and they are presented in the Financial Statements as a direct reduction of Shareholders' Equity under "Treasury shares" pursuant to article 2357-ter of the Italian Civil Code.

The ordinary Shareholders' meeting of April 27, 2023 revoked the authorisation to purchase and sell treasury shares conferred by said meeting to doValue's Board of Directors by means of resolution of April 28, 2022.

At the same time, a new authorisation to purchase treasury shares in one or more transactions was conferred, according to the same terms and conditions pursuant to the previous Shareholders' meeting resolution, i.e. up to 8,000,000 ordinary shares of doValue S.p.A., equal to 10% of the total, for a period of 18 months from the Shareholders' meeting approval.

RESEARCH AND DEVELOPMENT

During the period the Group continued to invest in a number of technological innovation projects, which are expected to bring a competitive advantage in the future.

PEOPLE

The doValue Group's business is related to people, and the improvement and development of professional skills are strategic drivers to ensure sustainable innovation and growth. doValue continues to invest in its people through policies aimed at the improvement and development of human resources, with the aim of consolidating a climate of company satisfaction.

At September 30, 2023, the number of Group employees was 3,146, compared to 3,212 at the end of 2022.

RELATED-PARTY TRANSACTIONS

In compliance with the provisions of the "Rules for Transactions with Related Parties" referred to in Consob Resolution no. 17221 of March 12, 2010, as amended, any transaction with related parties and connected persons shall be concluded in accordance with the procedure approved by the Board of Directors, whose most recent update was approved at the meeting held on June 17, 2021.

This document is available to the public in the "Governance" section of the company website www.dovalue.it.

With reference to paragraph 8 of Article 5 - "Public information on transactions with related parties" of the Consob Regulation cited above, it should be noted that:

A. on the basis of the Policy in relation to transactions with related parties adopted by the Board of Directors of doValue S.p.A., in the first nine months of 2023, no significant transactions were carried out;

  • B. in the first nine months of 2023, no transactions with related parties were carried out, under different conditions from normal market conditions which have significantly influenced the balance sheet and financial position of the Group;
  • C. in the first nine months of 2023, there have been no changes or developments to individual transactions with related parties already described in the most recent financial report that have had a significant effect on the Group's balance sheet or results in the reference period.

ATYPICAL OR UNUSUAL OPERATIONS

Pursuant to Consob communication no. 6064293 of July 28, 2006, it should be noted that in the first half 2023 the doValue Group did not carry out any atypical and/or unusual transactions, as defined by the same communication, according to which atypical and/or unusual transactions are those transactions that, due to their significance/relevance, the nature of the counterparties, the subject matter of the transaction, the way in which the transfer price is determined and the timing of the event (close to the end of the financial year) can give rise to doubts as to the accuracy/completeness of the information in the Financial Statements, conflicts of interest, the safeguarding of company assets and the protection of minority shareholders.

DISCLOSURE ON THE OPT-OUT OPTION

We inform you that doValue S.p.A. has adopted the simplified rules provided for in Articles 70, paragraph 8, and 71, paragraph 1-bis, of the Consob Issuers Regulation no. 11971/1999, as subsequently amended, and has therefore exercised the option to derogate from compliance with the obligations to publish the information documents provided for in Articles 70, paragraph 6, and 71, paragraph 1, of that Regulation on the occasion of significant mergers, spin-offs, capital increases through the contribution of assets in kind, acquisitions and sales.

RECONCILIATION OF EQUITY AND PROFIT FOR THE YEAR OF THE PARENT COMPANY

In application of Consob Communication no. DEM/6064293 dated July 28, 2006, the Parent Company's shareholders' equity and result are reconciled below with the related consolidated amounts.

(€/000)

9/30/2023 Restated 9/30/2022
Shareholders'
Equity
Profit (loss)
of the period
Shareholders'
Equity
Profit (loss)
of the period
doValue's S.p.A. separate Financial Statements 135,754 6,175 170,953 16,012
- difference arising from the investments' carrying values
and the relative subsidiaries' Equity
(61,753) - (49,628) -
- Results of the subsidiaries, net of minority interest - 33,452 - 40,595
Cancellation of dividends - (28,330) - (28,612)
Other consolidation adjustments 562 (36,964) 562 11,186
Consolidated Financial Statements attributable to the
Shareholders of the Parent Company
74,563 (25,667) 121,887 39,181

Rome, January 12, 2024 The Board of Directors

RECONCILIATION OF THE CONDENSED AND THE STATUTORY INCOME STATEMENT

PL_G_IAS

(€/000) 9/30/2023
Restated
9/30/2022
NPE revenues 251,623 326,188
o.w. Revenue from contracts with customers 251,623 326,153
o.w. Other revenues - 35
REO revenues 39,875 64,117
o.w. Revenue from contracts with customers 39,873 61,544
o.w. Other revenues 2 2,573
Co-investment revenues 1,064 1,141
o.w. Financial (expense)/income 1,064 1,141
Ancillary and other revenues 42,592 34,083
o.w. Financial (expense)/income 28 9
o.w. Revenue from contracts with customers 6,263 7,538
o.w. Other revenues 34,786 26,774
o.w. Costs for services rendered - (611)
o.w. Other operating (expense)/income 1,515 373
Gross revenues 335,154 425,529
NPE Outsourcing fees (10,692) (16,111)
o.w. Costs for services rendered (10,630) (16,088)
o.w. Administrative expenses (62) (23)
REO Outsourcing fees (7,256) (19,514)
o.w. Costs for services rendered (7,256) (19,514)
Ancillary Outsourcing fees (12,569) (9,891)
o.w. Costs for services rendered (449) (1,241)
o.w. Administrative expenses (12,082) (8,650)
o.w. Other operating (expense)/income (38) -
Net revenues
Staff expenses
304,637
(141,751)
380,013
(158,580)
o.w. Personnel expenses (141,780) (158,769)
o.w. Other revenues 29 189
Administrative expenses (47,551) (71,871)
o.w. Personnel expenses (1,538) (3,956)
o.w. Personnel expenses - o.w. SG&A (1,538) (3,956)
o.w. Administrative expenses (49,966) (68,432)
o.w. Administrative expenses - o.w. IT (22,199) (25,629)
o.w. Administrative expenses - o.w: Real Estate (3,900) (5,161)
o.w. Administrative expenses - o.w. SG&A (23,867) (37,642)
o.w. Other operating (expense) (15) (24)
o.w. Other operating (expense)/income - o.w. SG&A (15) (24)
o.w. Other revenues 3,968 563
o.w. Other revenues - o.w. IT 2,595 51
o.w. Other revenues - o.w: Real Estate 99 -
o.w. Other revenues - o.w. SG&A 1,274 512
o.w. Costs for services rendered - (22)
o.w. Costs for services rendered - o.w. SG&A - (22)
Total "o.w. IT" (19,604) (25,578)
Total "o.w. Real Estate" (3,801) (5,161)
Total "o.w. SG&A" (24,146) (41,132)
Operating expenses (189,302) (230,451)
EBITDA 115,335 149,562
EBITDA margin 34% 35%
Non-recurring items included in EBITDA (79) (2,357)
EBITDA excluding non-recurring items 115,414 151,919
EBITDA margin excluding non-recurring items 34% 36%
Net write-downs on property, plant, equipment and intangibles (76,437) (47,919)
o.w. Depreciation, amortisation and impairment (76,679) (48,020)
o.w. Other operating (expense)/income 242 101
Net Provisions for risks and charges (13,015) (7,317)
o.w. Personnel expenses (11,719) (8,513)
o.w. Provisions for risks and charges (1,564) (2,296)
o.w. Other operating (expense)/income 23 3,688
o.w. Depreciation, amortisation and impairment 245 (196)

Net Write-downs of loans 1,207 265
o.w. Depreciation, amortisation and impairment 1,092 45
o.w. Other revenues 115 220
EBIT 27,090 94,591
Net income (loss) on financial assets and liabilities measured at
fair value 1,586 (1,170)
o.w. Financial (expense)/income 1,586 (1,170)
Financial interest and commissions (23,614) (21,279)
o.w. Financial (expense)/income (23,614) (21,105)
o.w. Costs for services rendered - (174)
EBT 5,062 72,142
Non-recurring items included in EBT (11,833) (8,490)
EBT excluding non-recurring items 16,895 80,632
Income tax for the period (30,996) (22,984)
o.w. Administrative expenses (1,199) (1,209)
o.w. Income tax expense (29,797) (21,775)
Profit (Loss) for the period (25,934) 49,158
Profit (loss) for the period attributable to Non-controlling interests 267 (9,977)
Profit (Loss) for the period attributable to the Shareholders of
the Parent Company (25,667) 39,181
Non-recurring items included in Profit (loss) for the period (12,249) (6,849)
O.w. Non-recurring items included in Profit (loss) for the period
attributable to Non-controlling interest (784) (400)
Profit (loss) for the period attributable to the Shareholders of the Parent
Company excluding non-recurring items (14,202) 45,630
Profit (loss) for the period attributable to Non-controlling interests
excluding non-recurring items 517 10,377
Earnings per share (in Euro) (0.32) 0.50
Earnings per share excluding non-recurring items (Euro) (0.18) 0.58

RECONCILIATION OF THE CONDENSED AND THE STATUTORY BALANCE SHEET

9/30/2023
Restated
12/31/2022
Cash and liquid securities 95,667 134,264
Cash and cash equivalents 95,667 134,264
Financial assets 52,374 57,984
Non-current financial assets 52,374 53,604
Current financial assets - 4,380
Property, plant and equipment 52,410 59,191
Property, plant and equipment 52,193 59,136
Inventories 217 55
Intangible assets 472,526 526,888
Intangible assets 472,526 526,888
Tax assets 100,586 118,226
Deferred tax assets 82,908 101,758
Other current assets 12,668 4,027
Tax assets 5,010 12,441
Trade receivables 158,902 200,143
Trade receivables 158,902 200,143
Assets held for sale 16 13
Assets held for sale 16 13
Other assets 55,471 29,889
Other current assets 52,509 27,813
Other non-current assets 2,962 2,076
Total Assets 987,952 1,126,598
Financial liabilities: due to banks/bondholders 581,179 564,123
Loans and other financing non-current 551,896 554,220
Loans and other financing current 29,283 9,903
Other financial liabilities 115,751 120,861
Loans and other financing current - 4,380
Other non-current financial liabilities 48,730 54,158
Other current financial liabilities 67,021 62,323
Trade payables 48,282 70,381
Trade payables 48,282 70,381
Tax Liabilities 59,252 67,797
Tax payables 9,182 16,794
Deferred tax liabilities 42,828 51,003
Other current liabilities 7,242 -
Employee Termination Benefits 8,582 9,107
Employee benefits 8,582 9,107
Provision for risks and charges 30,481 37,655
Provisions for risks and charges 30,481 37,655
Other liabilities 48,357 75,754
Other current liabilities 39,349 66,553
Other non-current liabilities 9,008 9,201
Total Liabilities 891,884 945,678
Share capital 41,280 41,280
Share capital 41,280 41,280
Reserves 37,289 83,109
Valuation reserve (2,724) (906)
Other reserves 40,013 84,015
Treasury shares (4,006) (4,332)
Treasury shares (4,006) (4,332)
Profit (loss) for the period attributable to the Shareholders of the Parent
Company (25,667) 16,502
Profit (loss) for the period attributable to the Shareholders of the Parent
Company
(25,667) 16,502
Net Equity attributable to the Shareholders of the Parent Company 48,896 136,559
Total Liabilities and Net Equity attributable to the Shareholders of the
Parent Company 940,780 1,082,237
Net Equity attributable to Non-Controlling Interests 47,172 44,361
Net Equity attributable to Non-controlling interests 47,172 44,361
Total Liabilities and Net Equity 987,952 1,126,598

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT SEPTEMBER 30, 2023

38

1. FINANCIAL STATEMENTS AT SEPTEMBER 30, 2023

CONSOLIDATED BALANCE SHEET

NOTE 9/30/2023
Restated
12/31/2022
Non-current assets
Intangible assets 1 472,526 526,888
Property, plant and equipment 2 52,193 59,136
Non-current financial assets 3 52,374 53,604
Deferred tax assets 4 82,908 101,758
Other non-current assets 5 2,962 2,076
Total non-current assets 662,963 743,462
Current assets
Inventories 6 217 55
Current financial assets 3 - 4,380
Trade receivables 7 158,902 200,143
Tax assets 8 5,010 12,441
Other current assets 5 65,177 31,840
Cash and cash equivalents 9 95,667 134,264
Total current assets 324,973 383,123
Assets held for sale 10 16 13
Total assets 987,952 1,126,598
Shareholders' Equity
Share capital 41,280 41,280
Valuation reserve (2,724) (906)
Other reserves 40,013 84,015
Treasury shares (4,006) (4,332)
Profit (loss) for the period attributable to the Shareholders of the Parent Company (25,667) 16,502
Net Equity attributable to the Shareholders of the Parent Company 48,896 136,559
Net Equity attributable to Non-controlling interests 47,172 44,361
Total Net Equity 11 96,068 180,920
Non-current liabilities
Loans and other financing 12 551,896 554,220
Other non-current financial liabilities 13 48,730 54,158
Employee benefits 14 8,582 9,107
Provisions for risks and charges 15 30,481 37,655
Deferred tax liabilities 4 42,828 51,003
Other non current liabilities 17 9,008 9,201
Total non-current liabilities 691,525 715,344
Current liabilities
Loans and other financing 12 29,283 14,283
Other current financial liabilities 13 67,021 62,323
Trade payables 16 48,282 70,381
Tax liabilities 8 9,182 16,794
Other current liabilities 17 46,591 66,553
Total current liabilities 200,359 230,334
Total liabilities
Total Net Equity and liabilities
891,884
987,952
945,678
1,126,598

CONSOLIDATED INCOME STATEMENT

NOTE 9/30/2023
Restated
9/30/2022
Revenue from contracts with customers 20 297,758 395,235
Other revenues 21 38,900 30,354
Total revenue 336,658 425,589
Costs for services rendered 22 (18,334) (37,650)
Personnel expenses 23 (155,038) (171,238)
Administrative expenses 24 (63,309) (78,314)
Other operating (expense)/income 25 1,728 4,138
Depreciation, amortisation and impairment 26 (75,343) (48,171)
Provisions for risks and charges 27 (1,564) (2,296)
Total costs (311,860) (333,531)
Operating income 24,798 92,058
Financial (Expense)/Income 28 (20,935) (21,125)
Profit (Loss) before tax 3,863 70,933
Income tax expense 29 (29,797) (21,775)
Net profit (loss) from continuing operations (25,934) 49,158
Profit (Loss) for the period (25,934) 49,158
o.w. Profit (loss) for the period attributable to the Shareholders of the Parent
Company (25,667) 39,181
o.w. Profit (loss) for the period attributable to Non-controlling interests (267) 9,977
Earnings per share 30
basic (0.32) 0.50
diluted (0.32) 0.50

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

NOTE 9/30/2023
Restated
9/30/2022
Profit (Loss) for the period (25,934) 49,158
Other comprehensive income after tax not recyclable to profit
or loss:
Equity instruments designated at fair value through comprehensive
income 3 (1,863) (597)
Defined benefit plans 14 46 388
Other comprehensive income after tax recyclable to profit or
loss:
Total other comprehensive income after tax (1,817) (209)
Comprehensive income 11 (27,751) 48,949
o.w. Comprehensive income attributable to Shareholders of the
Parent Company (27,484) 38,972
o.w. Comprehensive income attributable to Non-controlling interests (267) 9,977

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY (Note 11) AT 9/30/2023 Restated

Sha
api
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41
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25,
774
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24
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33
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16,
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9
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44
1
180
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of
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pr
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pro
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471
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2)
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9)
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the
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r pa
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d
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4
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6)
(25
,66
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48
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6
47
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2
96
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8

doValue – Consolidated Interim Report at September 30, 2023

AT 12/31/2022

Sha
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24,
279
- (23
4)
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3)
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2)
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1)
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24
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16,
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9
44
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1
180
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0

doValue – Consolidated Interim Report at September 30, 2023

AT 9/30/2022

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)
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)
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8)
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18
1
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68
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5
20
3,1
23

CONSOLIDATED CASH FLOW STATEMENT - INDIRECT METHOD -

(€/000)

NOTE 9/30/2023
Restated
9/30/2022
Operating activities
Profit (loss) for the period befor tax 3,863 70,933
Adjustments to reconcile the profit (loss) before tax with the net
financial flows:
92,937 77,074
Capital gains/losses on financial assets/liabilities held for trading and
on financial assets/liabilities measured at fair through profit or loss
(+/-) 3 (2,995) 994
Depreciation, amortisation and impairment 26 75,343 48,171
Change in net provisions for risks and charges 15 1,564 2,296
Financial (Expense)/Income 28 23,786 20,803
Costs for share-based payments 11 (4,761) 4,810
Change in working capital 19,388 (7,654)
Change in trade receivables 7 41,487 8,281
Change in trade payables 16 (22,099) (15,935)
Change in financial assets and liabilities 9,019 2,109
Other assets mandatorily measured at fair value 3 2,285 1,849
Financial assets measured at amortised cost 3 6,734 260
Other changes: (109,699) (100,907)
Interests paid 28 (23,331) (23,821)
Payment of income taxes 29 (18,371) (23,701)
Other changes in other assets/other liabilities (67,997) (53,385)
Cash flows generated by operations 15,508 41,555
Investing activities
Purchases of property, plant and equipment 2 (1,423) (4,695)
Purchases of intangible assets 1 (7,748) (12,119)
Net cash flows used in investing activities (9,171) (16,814)
Funding activities
Dividends paid 11 (52,618) (41,765)
Loans obtained 12 25,000 25,000
Repayment of loans 12 (4,480) (7,500)
Payment of principal portion of lease liabilities 19 (12,836) (7,626)
Net cash flows used in funding activities (44,934) (31,891)
Net liquidity in the period (38,597) (7,150)
Reconciliation
Cash and cash equivalents at the beginning of period 9 134,264 166,668
Net liquidity in the period (38,597) (7,150)
Cash and cash equivalents at the end of the period 9 95,667 159,518

ILLUSTRATIVE NOTES

2. ACCOUNTING POLICIES

General information

STATEMENT OF COMPLIANCE WITH INTERNATIONAL ACCOUNTING STANDARDS

These interim condensed consolidated Financial Statements as at September 30, 2023 have been prepared in accordance with IAS 34 - Interim Financial Reporting. In accordance with paragraph 10 of mentioned IAS 34, the Group has opted to provide condensed consolidated financial statements.

The interim condensed consolidated financial statements do not provide all the information required in the annual consolidated financial statements. For this reason, it is necessary to read the interim condensed consolidated Financial Statements together with the consolidated Financial Statements as at December 31, 2022.

Although the Group has defined the half-year as the interim period of reference for the application of the aforementioned international accounting standard IAS 34 and the definition of interim financial statements therein, this Consolidated Interim Report as at September 30, 2023, has been prepared in compliance with said standard. This is done to have an interim report available for use (if necessary) in the documentation to be prepared in the context of potential refinancing transactions.

Furthermore, this Consolidated Interim Report as at September 30, 2023, takes into account the informational elements that emerged subsequent to the approval on November 9, 2023, of the previous Consolidated Interim Report as of the same date, published on the doValue Group's website, as described in the section "Restatement of data as of and for the nine months ended September 30, 2023" in these Illustrative Notes.

The preparation, the measurement and consolidation criteria and the accounting standards adopted to prepare these condensed consolidated Financial Statements are compliant with the accounting standards adopted in the preparation of the consolidated Financial Statements as at December 31, 2022, with the exception of the adoption of new or amended standards of the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee as set out in the paragraph "New accounting standards". The adoption of these amendments and interpretations did not have significant impacts on the Group's financial position or performance.

These interim condensed consolidated Financial Statements are accompanied by the Certification of the Financial Reporting Officer pursuant to Article 154-bis of Legislative Decree 58/1998.

BASIS OF PREPARATION

The interim condensed consolidated Financial Statements are prepared using the euro as the accounting currency, in accordance with the provisions of Art. 5(2) of Legislative Decree No 38/2005, and consist of:

  • the consolidated Financial Statements, which include the consolidated balance sheet, the consolidated income statement, the statement of consolidated comprehensive income, the statement of changes in consolidated Shareholders' Equity and the consolidated statement of cash flows (prepared using the "indirect method");
  • the Illustrative Notes;

and are accompanied by the Directors' Interim report on the Group.

In the consolidated balance sheet, assets and liabilities are classified on a "current/non-current" basis with assets classified as held for sale and liabilities included in a disposal group classified as held for sale presented separately. Current assets, which include cash and cash equivalents, are those that are expected to be realised, sold or consumed in the Group's normal operating cycle; current liabilities are those that are expected to be settled in the Group's normal operating cycle.

The consolidated income statement presents a classification of costs by nature, while a separate statement has been prepared for the statement of comprehensive income.

The consolidated cash flow statement is prepared using the indirect method, with cash flows from operating, investing and financing activities presented separately.

The amounts stated are expressed in thousands of euros unless otherwise specified.

These Financial Statements have been prepared in application of the framework established by IAS 1 and the specific accounting standards approved by the European Commission and illustrated in the Section "Main items of the financial statements" of these Illustrative Notes.

The interim condensed consolidated Financial Statements have been prepared on a going concern basis in accordance with the provisions of IAS 1, and in compliance with the principles of accrual accounting, the relevance and materiality of accounting information and the prevalence of economic substance over legal form and with a view to fostering consistency with future presentations.

The accounting policies adopted in these interim condensed consolidated Financial Statements at September 30, 2023 for the recognition, classification, measurement and derecognition of assets and liabilities and the recognition of costs and revenues have not been updated from those adopted in the preparation of the consolidated Financial Statements for the year ended December 31, 2022.

No exceptions were made to the application of IAS/IFRS accounting standards.

Restatement of the figures as of September 30, 2023 and for the nine months period ended at such date

The figures as of and for the nine months ended September 30, 2023, included in the Consolidated Interim Report at September 30, 2023, approved by the Board of Directors on November 9, 2023 have been restated to reflect the effects of certain events occurred after such date and up to January 12, 2024.

These adjustments relate mainly to (i) the impairment of intangible assets and deferred tax assets of the Iberian region based on the Preliminary Industrial Plan 2024-2026 for this region approved by the Board of Directors on January 12, 2024, and (ii) the reversal of a risk provision following the signing of a settlement agreement with a customer.

Details of such events are disclosed in paragraph "Significant events after the end of the period" of the Directors' Interim Report on the Group and details of the reconciliation between the interim financial information approved on November 9, 2023, and the restated values, compliant with IAS 34, are disclosed in the Annexes.

The abovementioned restatement has the following effects on the consolidated income statement for the nine months ended September 30, 2023:

(€/000)
---------
9/30/2023
Restated
Change 9/30/2023
approved on
November 09,
2023
Depreciation, amortisation and impairment (75,343) (28,210) (47,133)
Provisions for risks and charges (1,564) 2,459 (4,023)
Profit (Loss) before tax 3,863 (25,751) 29,613
Income tax expense (29,797) (10,959) (18,838)
Profit (Loss) for the period (25,934) (36,709) 10,775
o.w. Profit (loss) for the period attributable to the
Shareholders of the Parent Company (25,667) (31,409) 5,742
o.w. Profit (loss) for the period attributable to Non
controlling interests (267) (5,300) 5,033

The effects on the consolidated balance sheet and on the shareholders' equity as of September 30, 2023, are the following:

9/30/2023
Restated
Change 9/30/2023
approved on
November
09, 2023
Intangible assets 472,526 (28,210) 500,735
Deferred tax assets 82,908 (14,541) 97,449
Total assets 987,952 (42,751) 1,030,702
Provisions for risks and charges 30,481 (2,459) 32,940
Deferred tax liabilities 42,828 (3,581) 46,409
Total liabilities 891,884 (6,040) 897,924
Total Net Equity 96,068 (36,709) 132,778
o.w. Net Equity attributable to the Shareholders of the Parent
Company 48,896 (36,709) 85,606

Going concern

In preparing the consolidated Financial Statements as at September 30, 2023, the Directors consider the going concern assumption appropriate as, in their opinion, despite the macroeconomic context is still affected by the continuing of inflation and the resulting in rising interest rates, by military tensions and uncertainties related to future developments, no uncertainties have emerged related to events or circumstances that, considered individually or as a whole, could give rise to doubts regarding the business as a going concern. The assessment took into account the Group's equity, financial position as well as the outlook of the operations; the possible presence of events or conditions linked to the climate, which may have an impact on the Group as a going concern was also assessed, also noting the absence of such cases. Please also refer to the specific paragraph of the Directors' Interim Report on the Group.

RISKS AND UNCERTAINTIES ASSOCIATED WITH THE USE OF ESTIMATES

The application of accounting policies sometimes involves the use of estimates and assumptions that affect the amounts recorded in the Financial Statements and the disclosures regarding contingent assets and liabilities. For the purposes of the assumptions underlying estimates, we consider all information available at the date of preparation of the Financial Statements and any assumptions considered reasonable in the light of past experience and current conditions in the financial markets.

More specifically, estimation processes were adopted to support the book value of certain items recognised in the interim condensed consolidated Financial Statements at September 30, 2023, as required by accounting standards. These processes are essentially based on estimates of future recoverability of the values recognised and were conducted on a going concern basis. These processes supported the book values recognised as at September 30, 2023. Estimates and assumptions are reviewed regularly.

In view of the presence of uncertainty in the macroeconomic and market environment, the assumptions made, even if reasonable, might not hold in future scenarios in which the Group may operate. Accordingly, future results may differ from the estimates made for the purpose of preparing the Financial Statements, with the consequent probable need to make adjustments that currently cannot be foreseen or estimated to the book value of the assets and liabilities recognised in the Financial Statements. Moreover, the uncertainties of the future macroeconomic framework in which the Group operates have required a careful analysis and weighting of the new context in the parameters and information used in the valuation models of the recoverable amount of the Group's assets. These estimates and valuations are therefore difficult and inevitably involve elements of uncertainty, even in the presence of stable macroeconomic conditions.

The following sections discuss the key accounting policies for the purposes of providing a true and fair representation of the Group's financial position and performance, both with regard to the materiality of the values in the Financial Statements and the considerable judgement required in performing the assessments.

Estimation of accruing servicing revenues and the effects of the application of servicing contracts

Sales revenues associated with servicing contracts for the recovery of receivables managed under mandate are recognised on an accruals basis according to the Group's activities over time, using IT procedures and complex accounting processes that take account of the different contractual terms of each mandate. Servicing contracts contain numerous clauses specifying the rights and duties of the Group in relations with the participating clients, which can generate income on the one hand and contingent liabilities on the other connected with the possibility of non-performance of contractual obligations.

The amount of the estimated variable consideration is included in the transaction price in total or only to the extent that it is highly probable that when the uncertainty associated with the variable consideration is subsequently resolved, a significant downward adjustment of the amount of the cumulative revenues recorded will not occur.

At the end of the period, accrued revenues that have not yet been manifestly accepted by the customer are recognised. Depending on the terms of contract and the established practice, that acceptance may take the form of the issuance of an invoice or an explicit notice.

In addition, any certain or contingent liabilities must be prudentially determined in order to assess compliance with the obligations set out in the servicing agreement, taking due account of natural differences in interpretation of contractual clauses in the context of actual recovery operations.

Determination of the fair value of financial assets

In the presence of financial instruments not listed on active markets or illiquid and complex instruments, it is necessary to adopt appropriate valuation processes that require the use of a certain degree of judgement

concerning the choice of valuation models and the related input parameters, which may sometimes not be observable on the market.

A degree of subjectivity is present in the valuation on whether it is possible to observe or not certain parameters and the consequent classification in correspondence with the levels of the fair value hierarchy. With particular reference to valuation methods and the unobservable inputs that may be used in fair value measurements, please see the specific section "Information on fair value".

Estimation of the recoverability of deferred tax assets

The Group has significant deferred tax assets mainly arising from temporary differences between the date on which certain costs are recognised in the income statement and the date on which the same costs can be deducted. Deferred tax assets are written down to the extent that they are deemed unrecoverable given the outlook for performance and the resulting expected taxable income, taking due account of tax legislation, which allows those assets to be converted into tax credits under certain conditions, regardless of the Group's ability to generate future profits. In the "Assets" section on tax assets and tax liabilities in these Illustrative Notes, information is provided on the nature and the assessments conducted with regard to the recognition of deferred tax assets.

Estimation of provisions for risks and charges

The complexity of the situations that underline the existing disputes, along with the difficulties in the interpretation of applicable law, makes it difficult to estimate the liabilities that may result when pending lawsuits are settled. The valuation difficulties concern what may be due and how much time will elapse before liabilities materialise and are particularly evident if the procedure launched is in the initial phase and/or its preliminary investigation is in progress.

Information about the Group's main risk positions related to legal disputes (revocatory action and pending lawsuits) and tax disputes, is provided in the "Information on risks and risk management policies", section "Operational risks – legal and tax risks".

Estimation of impairment losses on intangible assets

At least on an annual basis, upon preparing the Financial Statements, the absence of lasting impairment losses on intangible assets is verified. This impairment test is usually conducted by determining the value in use or the fair value of the assets and verifying that the book value of the intangible asset is less than the greater of the respective value in use and the fair value less costs to sell.

Impairment testing for cash generating units (CGUs), to which almost all intangible assets with a definite life and goodwill have been attributed, is conducted with reference to value in use obtained through the application of the Discounted Cash Flow (DCF), under which the value of a CGU is a function of the cash flows that it will be able to generate looking forward, discounted using a specific rate. A similar procedure is used to estimate the recoverability of the values recognised for active long-term servicing contracts, which assess the business plans of the portfolios under management in order to verify their consequent capacity to generate adequate cash flows.

However, note that the parameters and information used to check the recoverability of intangible assets, including goodwill (in particular, the cash flow forecast for the various CGUs, as well as the discount rates used) are significantly influenced by macroeconomic conditions and market developments as well as the behaviour of counterparties, which could change unpredictably. Therefore, the Group assesses whether the general macroeconomic risks as well as those related to the climate risks could have a significant impact, such as the introduction of regulations on the reduction of the environmental impact linked to the properties under management (REO business), which can increase the direct costs of managing portfolios.

These risks in relation to climate-related issues are included as significant assumptions if they have a significant impact on the estimated recoverable value. With regard to the activities carried out by the Group with reference to interventions on the properties under management as part of the Real Estate business, the detection of significant impacts on the estimates of the recovery values due to climatic risks is excluded. If the recoverable value of the assets undergoing impairment testing is determined on the basis of the associated fair value, it should also be noted that the significant and persistent volatility shown by the markets and the intrinsic difficulties in forecasting contractual cash flows mean that we cannot rule out the possibility that the assessments based on parameters drawn from the same markets and on contractual cash flow forecasts may subsequently prove not to be fully representative of the fair value of the assets.

With reference to the intangible assets recognised, it should be noted that these assets are mainly measured on the basis of the definitive Purchase Price Allocation (PPA) of the two business combinations concluded in previous years: i.e., the acquisition of control of doValue Spain Servicing S.A. and its subsidiaries in June 2019 and that of doValue Greece concluded in June 2020. The intangible asset arising

from the payment by doValue Greece of a consideration for the acquisition of the right to be appointed as Servicer of the "Frontier" contract was also measured.

Albeit taking into account the difficulty inherent in the formulation of even short- or medium-term forecasts in this climate of great ongoing uncertainty and considering that both doValue Spain and its subsidiaries and doValue Greece hold medium/long-term management contracts for existing loans (stock) and future positions (new flows) with leading banks and major investment funds, the Group carried out an impairment test in accordance with the international accounting standard IAS 36 "Impairment of assets".

The test was performed on the amounts of intangible assets and goodwill, resulting, as at September 30, 2023, and the updating of amortisation pertaining to the period.

To this end, following the business combinations, the Cash Generating Units (CGUs) were identified in the two geographical segmentation areas pertaining to doValue Spain and its subsidiaries and to doValue Greece, namely Iberia (Spain and Portugal) and Greece and Cyprus and the allocation of intangible assets and goodwill to the two separate CGUs was determined.

For the purposes of impairment testing, the forward-looking information determined in accordance with the 2023 last quarter data deriving from 2023 Budget approved by the Board of Directors on December 22, 2022 and with the Group's 2022-2024 Business Plan approved by the Board of Directors on January 25, 2022 was taken into consideration with the exception of intangible assets attributable to the Iberia region for which the test was performed on the basis of the preliminary 2024-2026 Business Plan approved by the Board of Directors on January 12, 2024.

This analysis revealed some evidence of impairment relating to the acquisition of doValue Spain, for a total of €16.4 million, such as differences between the value in use of the servicing contract attributable to Santander and the brand with the related net book value net of depreciation for the period.

As regards the comparison between the recoverable amount and the total net book value of the CGUs as at September 30, 2023, the model has highlighted for the "Iberia" CGU (Spain-Portugal) impairment losses for the goodwill recorded amounting to €12.5 million. However, it confirmed the recoverable value capacity for the CGU Greece-Cyprus, both concerning the doValue Greece acquisition and for the Cyprus component arising from the doValue Spain and its subsidiaries' acquisition.

The impairment losses have been allocated to the related consolidated income statement item and the residual amounts of intangible assets have been adjusted accordingly (for further details, see also Note 1 Intangible Assets below).

As regards the methodological approach to the impairment test, please refer to the Accounting policies in the paragraph "Other matters - Estimation of impairment losses of intangible assets " of the consolidated Financial Statements as at December 31, 2022. Furthermore, it should be noted that, for the purposes of estimating the recoverable value of intangible assets acquired through business combinations, doValue adopts the valuation models used in the PPA for consistency.

Business combination

The recognition of business combinations involves allocating the difference between the acquisition cost and the net book value to the assets and liabilities of the acquiree. For most of the assets and liabilities, the difference is allocated by recognising the assets and liabilities at their fair value. Any unallocated remainder is recognised as goodwill if positive; if negative, it is recognised in the income statement as revenue. In the process of allocating the cost of the business combination, the Group uses all available information; however, this process implies, by definition, complex and subjective estimations.

For information on the Group's business combinations, please refer to the specific "Business combinations relating to company enterprises or business branches" section.

SCOPE AND METHOD OF CONSOLIDATION

The preparation of the interim condensed consolidated Financial Statements at September 30, 2023, drew on the accounts at the same date of the companies included in the scope of consolidation reported in the table presented at the end of this paragraph.

The accounts as at September 30, 2023, of the companies included in the scope of consolidation were reclassified and adjusted appropriately to take consolidation requirements into account and, where necessary, align them with the Group accounting policies.

All of the companies in the scope of consolidation use the euro as their currency of account and, accordingly, no translations of foreign currency amounts have been necessary.

The following section shows the consolidation principles adopted by the Group in preparing the consolidated Financial Statements as at September 30, 2023.

Subsidiaries

Entities in which doValue holds direct or indirect control are considered subsidiaries. Control over an entity is determined when the Group is exposed, or has rights, to variable returns from its involvement with the investee and, at the same time, has the ability to affect those returns through its power over the entity.

In order to ascertain the existence of control, the following factors are considered:

  • the purpose and design of the investee in order to identify the entity's objectives, the activities that determine its returns and how these activities are governed;
  • power, in order to determine whether the investor has contractual rights that give it the ability to direct the relevant activities; to this end, only substantive rights that give the practical ability to govern are considered;
  • the exposure or rights held in respect of the investee in order to assess whether the investor has relations with the investee whose returns are subject to changes that depend on the investee's performance;
  • the ability to exercise its power over the investee to affect its returns;
  • the existence of potential "principal-agent" relationships.

It is generally presumed that holding a majority of voting rights gives the investor control over the investee. When the Group holds less than a majority of voting rights (or similar rights), it considers all relevant facts and circumstances to determine whether it controls the investee, including:

  • contractual agreements with other holders of voting rights;
  • rights deriving from contractual agreements;
  • the Group's voting rights and potential voting rights.

The Group reconsiders whether or not it has control over an investee if facts and circumstances indicate that there have been changes in one or more of the three elements relevant to the definition of control. The consolidation of a subsidiary begins when the Group obtains control and ends when the Group loses control.

The book value of equity investments in companies consolidated on a line-by-line basis held by the Parent Company is eliminated - with the incorporation of the assets and liabilities of the investees - against the corresponding portion of shareholders' equity attributable to the Group.

Assets and liabilities, off-balance-sheet transactions, income and charges, as well as profits and losses occurring between companies within the scope of consolidation are fully eliminated, in accordance with the consolidation methods adopted.

The assets, liabilities, revenues and costs of the subsidiary acquired or sold during the year are included in the consolidated financial statements from the date on which the Group obtains control until the date on which the Group no longer exercises control over the company.

The difference between the amount received for the subsidiary and the book value of its net assets (including goodwill) at the same date is recognised in the income statement under "Profit (loss) from equity investments" for companies subject to line-by-line consolidation. The shareholding that may be retained must be recognised at fair value.

For companies included within the scope of consolidation for the first time, the fair value of the cost incurred to obtain control over the investee, including transactions costs, is measured as of the acquisition date.

If the disposal does not involve a loss of control, the difference between the amount received in the disposal of a portion of a subsidiary and the associated book value of the net assets is recognised with a balancing entry in Shareholders' equity.

Business combinations

IFRS 3 is the reference accounting standard for business combinations. The transfer of control of a business (or an integrated set of activities and assets conducted and managed together) constitutes a business combination. To this end, control is considered transferred when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

IFRS 3 requires identifying an acquirer for all business combinations. The latter is the entity that obtains control over another entity or group of assets. If it is not possible to identify a controlling entity on the basis of the definition of control described above, such as for example in the case of exchanges of equity interests, the acquirer shall be identified using other circumstances such as: the entity whose fair value is significantly greater, the entity that transfers cash, or the entity that issues new shares.

The acquisition, and therefore, the initial consolidation of the acquiree, must be recognised on the date on which the acquirer effectively obtains control over the company or assets acquired. When the transaction takes place as a single transfer, the date of transfer normally coincides with the acquisition date. However, it is always necessary to verify the possible presence of agreements between the parties that may lead to the transfer of control before the date of the exchange.

The consideration transferred as part of a business combination must be determined as the sum of the fair value, at the date of the exchange, of the assets acquired, the liabilities incurred or assumed and the equity instruments issued by the acquirer in exchange for control. In transactions involving payment in cash (or when payment is made using financial instruments comparable to cash) the price is the agreed consideration, possibly discounted if payment is to be made in instalments over a period longer than short term. If the payment is made using an instrument other than cash, therefore through the issue of equity instruments, the price is equal to the fair value of the means of payment, net of the costs directly attributable to the capital issue. Adjustments subject to future events are included in the consideration of the business combination at the acquisition date, if they are provided for in the agreements and only if they are probable, can be reliably determined and realised within the twelve months following the date of acquisition of control, while indemnities for a reduction of the value of the assets used are not considered as they are already considered either in the fair value of the equity instruments or as a reduction of the premium or increase in the discount on the initial issue in the case of the issue of debt instruments.

Any contingent consideration to be paid is recognised by the acquirer at fair value at the acquisition date. The purchaser shall classify an obligation to pay contingent consideration that meets the definition of a financial instrument as a financial liability or as shareholders' equity, based on the definitions of an equity instrument and a financial liability in IAS 32. The purchaser shall classify as an asset a right to the return of previously transferred consideration when certain conditions are met. The change in the fair value of the contingent consideration classified as an asset or liability, as a financial instrument that is subject to IFRS 9 Financial Instruments, must be recognised in the income statement in accordance with IFRS 9. The contingent consideration that does not fall under the scope of IFRS 9 is measured at fair value at the reporting date and the fair value changes are booked to the income statement.

Acquisition-related costs are the costs the acquirer incurs to effect a business combination. By way of example, these may include professional fees paid to auditors, experts, legal consultants, costs for appraisals and auditing of accounts, preparation of information documents required by regulations, as well as finder's fees paid to identify potential targets to be acquired if it is contractually established that the payment is made only in the event of a positive outcome of the combination, as well as the costs of registering and issuing debt and equity securities. The acquirer shall recognise acquisition-related costs in the periods in which these costs are incurred and the services are received, with the exception of the costs of issuing debt or equity securities, which shall be recognised in accordance with IAS 32 and IAS 39.

Business combinations are accounted for using the "acquisition method", under which the identifiable assets acquired (including any intangible assets not previously recognised by the acquiree) and the identifiable liabilities assumed (including contingent liabilities) are recognised at their respective fair values on the acquisition date. In addition, for each business combination, any non-controlling interests in the acquiree can be recognised at fair value (with a consequent increase in the consideration transferred) or in proportion to the non-controlling interest in the identifiable net assets of the acquiree.

If control is acquired in stages, the acquirer shall measure its previously held equity interest in the acquiree at its acquisition date fair value and recognise through profit or loss any difference compared to the previous carrying amount.

The excess of the consideration transferred (represented by the fair value of the assets transferred, the liabilities incurred or the equity instruments issued by the acquirer), the amount of any non-controlling

interests (determined as described above) and the fair value of interests previously held by the acquirer, over the fair value of the assets and liabilities acquired shall be recognised as goodwill. Conversely, if the latter exceeds the sum of the consideration, non-controlling interests and fair value of previously held interests, the difference shall be recognised in the income statement.

Business combinations may be accounted for provisionally by the end of the financial year in which the business combination is carried out and must be completed within twelve months of the acquisition date. Pursuant to IFRS 10, the recognition of additional interests in companies that are already controlled is considered as an equity transaction, i.e., a transaction with shareholders acting in their capacity as shareholders. Therefore, differences between the acquisition costs and the book value of non-controlling interests acquired are booked to Shareholders' Equity pertaining to the Group; similarly, sales of noncontrolling interests without loss of control do not generate gains/losses recognised in the income statement but rather are recognised as changes in Shareholders' Equity pertaining to the Group.

Business combinations do not include transactions to obtain control over one or more entities that do not constitute a business or to obtain transitory control or, finally, if the business combination is carried out for the purpose of reorganisation, therefore between two or more companies or activities that already belong to the doValue Group and that does not involve a change in the control structure regardless of the percentage of third-party rights before and after the transaction (so-called combinations of entities under common control). These transactions are considered as having no economic substance. Accordingly, in the absence of an IAS/IFRS that specifically applies to the transaction and in compliance with the assumptions of IAS 8, which requires that - in the absence of a specific standard - an entity shall use its judgement in applying an accounting policy that produces relevant, reliable and prudent information that reflects the economic substance of the transaction, such transactions are accounted for by retaining the values of the acquiree in the financial statements of the acquirer. Mergers are a form of business combination, representing the most complete form of such combinations, as they involve the legal and financial merging of the entities participating in the transaction.

Whether they involve the formation of a new legal entity (merger of equals) or the absorption of one entity by another existing entity, mergers are treated in accordance with the criteria discussed above. Specifically:

  • if the transaction involves the transfer of control of an entity, it is treated as a business combination pursuant to IFRS 3;
  • if the transaction does not involve the transfer of control, it is accounted for by retaining the accounting values of the merged company.

Associates

An associate is an entity over which an investor has significant influence but which is not controlled exclusively or jointly controlled. Significant influence is presumed when the investor:

  • holds, directly or indirectly, at least 20% of the share capital of another entity, or
  • is able, including through shareholders' agreements, to exercise significant influence through:
    • representation on the governing body of the company;
      • participation in decision-making processes, including participation in decisions about dividends or other distributions;
      • the existence of significant transactions between the investor and the investee;
      • the exchange of managerial personnel;
      • provision of essential technical information.

Note that only companies that are governed through voting rights can be classified as subject to significant influence.

Investments in associates are measured using the equity method. In accordance with IAS 36, the carrying amount of associates is tested as a single asset, comparing this with the recoverable amount (defined as the higher of its value in use and its fair value less costs of disposal).

Equity method

With the equity method, the investment in an associated company is initially recognised at cost. The book value of the equity investment in companies measured using the equity method include any goodwill (less any impairment loss) paid to purchase them. The investor's share of the profit or loss of the investee after the acquisition date is recognised in the income statement under "Profit (loss) from equity investments". Any dividends distributed reduce the book value of the equity investment.

If the investor's interest in a subsidiary's losses is equal to or greater than its book value, no further losses are recognised, unless the investor has assumed specific obligations to or made payments on behalf of the company.

Gains and losses on transactions with associates or joint arrangements are eliminated in proportion to the percentage interest in the company.

Any changes in the valuation reserves of associates or joint arrangements, which are recorded against the value changes in the associated item, are reported separately in the Statement of comprehensive income.

As at September 30, 2023, there were no companies measured using the equity method.

Investments in subsidiaries

The following table reports the companies included in the scope of consolidation:

Owner relationship
Company name Headquarters and
Registered Office
Country Type of
Relationship
(1)
Held by Holding % Voting
rights %
(2)
1. doValue S.p.A. Verona Italy Holding
2. doNext S.p.A. Rome Italy 1 doValue S.p.A. 100% 100%
3. doData S.r.l. Rome Italy 1 doValue S.p.A. 100% 100%
4. doValue Spain Servicing S.A. Madrid Spain 1 doValue S.p.A. 85% 85%
5. doValue Portugal, Unipessoal
Limitada
doValue Cyprus Limited
Lisbon Portugal 1 doValue Spain
Servicing S.A.
100% 100%
6. (formerly Altamira Asset
Management Cyprus Limited)
doValue Special Projects
Nicosia Cyprus 1 doValue Spain
Servicing S.A.
doValue S.p.A. +
100% 100%
7. Cyprus Limited (formerly
doValue Cyprus Limited)
doValue Greece Loans and
Nicosia Cyprus 1 doValue Spain
Servicing S.A.
94%+6% 94%+6%
8. Credits Claim Management
Société Anonyme
doValue Greece Real Estate
Moschato Greece 1 doValue S.p.A. 80% 80%
9. Services single member
Société Anonyme
Moschato Greece 1 doValue S.p.A. 100% 100%
10. Zarco STC, S.A. Lisbon Portugal 1 doValue Portugal,
Unipessoal Limitada
100% 100%
11. Adsolum Real Estate S.L. Madrid Spain 1 doValue Spain
Servicing S.A.
100% 100%

Notes to the table

(1) Type of relationship:

1 = majority of voting rights at ordinary shareholders' meeting

2 = dominant influence at ordinary shareholders' meeting

3 = agreements with other shareholders

4 = other types of control

5 = centralized management pursuant to Article 39, paragraph 1, of Legislative Decree 136/2015

6 = centralized management pursuant to Article 39, paragraph 2, of Legislative Decree 136/2015

(2) Voting rights available in general meeting. The reported voting rights are considered effective

Changes in the scope of consolidation

There were no changes to the scope of consolidation in the first nine months of 2023.

However, it should be noted the change of the two Cypriot companies' name: from Altamira Asset Management Cyprus Limited to doValue Cyprus Limited and from doValue Cyprus Limited to doValue Special Projects Cyprus Limited.

Significant valuations and assumptions for determining the scope of consolidation

The doValue Group determines the existence of control and, as a consequence, the scope of consolidation, by ascertaining compliance with the requirements envisaged by IFRS 10 with regard to entities in which it holds exposures:

  • the existence of power over the entities' relevant activities;
  • exposure to variable returns;
  • the ability to affect the returns.

The factors considered for the purpose of this assessment depend on the entity's method of governance, its purpose and its financial structure.

This analysis led to the inclusion of the subsidiaries listed in the previous section within the scope of consolidation at September 30, 2023.

SUBSEQUENT EVENTS

Please refer to the specific paragraph of the Directors' Interim Report on the Group for a description of the significant events, adjusting and non-adjusting, occurred after the end of the period.

OTHER MATTERS

NEW ACCOUNTING STANDARDS

The Group has adopted, for the first time, a number of accounting standards and amendments in preparing these interim condensed consolidated Financial Statements that took effect for financial years beginning as from January 1, 2023, where applicable, with a complete list of them set out below, showing that they did not have any substantial effect on the balance sheet and income statement figures reported:

  • Amendments to IAS 12 Income taxes: International Tax Reform Pillar Two Model Rules (issued on 23 May 2023);
  • Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information (issued on December 9, 2021);
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on May 7, 2021);
  • Amendments issued by the IASB on February 12, 2021:
    • o Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies;
    • o Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates;
  • IFRS 17 Insurance Contracts (issued on May 18, 2017); including Amendments to IFRS 17 (issued on June 25, 2020).

We also note the following amendments which come into force for financial years starting from January 1, 2024:

  • Amendments to IAS 1 Presentation of Financial Statements:
    • o Classification of Liabilities as Current or Non-current Date (issued on 23 January 2020);
    • o Classification of Liabilities as Current or Non-current Deferral of Effective Date (issued on 15 July 2020); and
    • o Non-current Liabilities with Covenants (issued on 31 October 2022);
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on September 22, 2022).

Lastly, the new accounting standards, amendments and interpretations issued by IASB, but still not endorsed by the European Union, are reported below:

  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (Issued on 25 May 2023);
  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023).

Main items of the financial statements

As regards the criteria for the recognition, classification, measurement and derecognition of the main items of the financial statements, refer to the corresponding section of the Illustrative Notes to the consolidated Financial Statements as at December 31, 2022.

Information on fair value

Paragraph 9 of IFRS 13 defines fair value as "the price that would be received for the sale of an asset or that would be paid for the transfer of a liability in an arm's length transaction at the measurement date".

Measurement at fair value assumes that the sale of an asset or transfer of a liability takes place in a principal market, which can be defined as the market with the highest trading volumes and levels for the asset/liability being measured. In the absence of a principal market, the most advantageous market should be taken as the reference, i.e. the market that maximises the amount that would be received in the sale of an asset or minimises the amount that would be paid in the transfer of a liability, after taking into account transaction costs.

With the aim of maximising the consistency and comparability of fair value measurements and related disclosures, IFRS 13 establishes a fair value hierarchy that divides the parameters used to measure fair value into three levels:

  • Level 1: the fair value of the instrument is determined on the basis of listed prices observed on active markets;
  • Level 2: the fair value of the instrument is determined on the basis of valuation models that use observable inputs onto active markets, such as:
    • o prices listed on active markets for similar instruments;
    • o observable parameters such as interest rates or yield curves, implied volatility, early payment risk, default rates and illiquidity factors;
    • o parameters that are not observable but supported and confirmed by market data;
  • Level 3: the fair value of the instrument is determined on the basis of valuation models that mainly use inputs that cannot be inferred from the market, which therefore involve the adoption of estimates and internal assumptions.

This classification aims to establish a hierarchy in terms of objectivity of the fair value according to the degree of discretion adopted, giving priority to the use of parameters observable on the market. The fair value hierarchy is also defined on the basis of the input data used in the fair value calculation models and not on the basis of the valuation models themselves.

Fair value levels 2 and 3: valuation techniques and inputs used

The information required by IFRS 13 with regard to accounting portfolios measured at fair value on a recurring basis is shown below. For financial assets not measured at fair value, the Group believes that the book value is a reasonable approximation of the fair value.

At the date of preparation of the interim condensed consolidated Financial Statements at September 30, 2023, there are no assets or liabilities measured at fair value on a non-recurring basis.

Assets and liabilities measured at fair value on recurring basis

ASSET BACKED SECURITIES

ABSs are measured using the discounted cash flow model, which is based on an estimate of the cash flows paid by the security and an estimate of a spread for discounting.

EQUITY INVESTMENTS

Equities are assigned to Level 1 when an active market price considered liquid is available and to Level 3 when there are no prices or the prices have been suspended permanently. Such instruments are classified as Level 2 only if the volume of activity on the listing market is significantly reduced.

For equities measured at cost, an impairment loss is recognised if the cost exceeds the recoverable amount significantly and/or for a long time.

INVESTMENT FUNDS

Funds are classified as Level 1 if they are listed on an active market; if this does not occur, they are classified as Level 3 and are assessed through a credit adjustment of the NAV based on the specific characteristics of the individual fund.

OTHER DERIVATIVES

The fair value of derivatives not traded on an active market derives from the application of mark-to-model valuation techniques. When there is an active market for the input parameters to the valuation model of the different components of the derivative, the fair value is determined on the basis of their market prices. Valuation techniques based on observable inputs are classified as Level 2 while those based on significant unobservable inputs are classified as Level 3.

Description of assessment techniques

In order to assess positions for which market sources do not provide a directly observable market price, specific valuation techniques that are common in the market and described below are used.

DISCOUNTED CASH FLOW

The valuation techniques based on the discounted cash flow generally consist in determining an estimate of the future cash flows expected over the life of the instrument. The model requires the estimate of cash flows and the adoption of market parameters for the discount: the discount rate or margin reflects the credit and/or funding spread required by the market for instruments with similar risk and liquidity profiles, in order to define a "discounted value". The fair value of the contract is the sum of the discounted future cash flows.

MARKET APPROACH

A valuation technique that uses prices generated by market transactions involving assets, liabilities or groups of identical or comparable assets and liabilities.

NAV

The NAV (Net Asset Value) is the difference between the total value of the fund's assets and liabilities. An increase in NAV coincides with an increase in fair value. Usually, for funds classified at Level 3, the NAV is a risk-free valuation; therefore, in this case, the NAV is adjusted to consider the issuer's default risk.

Hierarchy of fair value

Financial instruments are assigned to a certain fair value level based on whether the inputs used for valuation are observable.

When the fair value is measured directly using an observable quoted price in an active market, the instrument will be classified within Level 1. When the fair value must be measured using a comparable approach or a pricing model, the instrument will be classified in either Level 2 or Level 3, depending on whether all significant inputs used in the valuation are observable.

In the choice between the different valuation techniques, the one that maximises the use of the observable inputs is used.

All transfers between the levels of the fair value hierarchy are made with reference to the end of the reporting period.

The main factors that would prompt a transfer between fair value levels (both between Level 1 and Level 2 and within Level 3) include changes in market conditions and improvements in valuation models and the relative weights of unobservable inputs used in fair value measurement.

Fair value hierarchy: asset and liabilities measured at fair value on a recurring basis - breakdown by fair value level

The following table reports the breakdown of assets and liabilities measured at fair value by fair value hierarchy input level.

Level 3 of the category "Financial assets measured at fair value through profit or loss" mainly includes:

    1. the value of the notes issued by the securitisation vehicle companies:
    2. Romeo SPV and Mercuzio Securitisation, equal to 5% of the total securities;
    3. Cairo, whose mezzanine notes were purchased on June 5, 2020 to coincide with the acquisition of the subsidiary doValue Greece;
    4. Mexico, purchased in December 2021, remaining 5% of the total of subordinated securities issued by the vehicle;
    5. Dores Securitization S.r.l., whose untranched notes were issued as part of a new funding operation and 20% subscribed by doNext;
    1. Units in collective investment undertakings (CIUs): the equivalent of the amount paid for the subscription of the remaining 23.3 units of the Italian Recovery Fund (formerly Atlante II), reserved real estate investment fund, net of redemptions;
    1. the fair value of the call option on equity instruments of the investee BidX1, subscribed at the same time as the purchase of the minority interest, which amounted to 17.7% of the company's share capital as at September 30, 2023.

Level 3 of the category "Financial assets recognised at fair value through comprehensive income" includes the value of the equity instruments relating to the minority interests in the aforementioned company BidX1 and in the brazilian fintech company QueroQuitar S.A. for 11,46%, for which the Group applies the option for the designation at fair value through comprehensive income.

The fair value of these financial liabilities was determined on the basis of the contracts for the acquisition of equity interests and the economic-financial parameters that can be drawn from the long-term plans of the acquired companies. Since these parameters are not observable on the market (either directly or indirectly), these liabilities are classified under Level 3.

Level 3 of the category relating to "Other financial liabilities" includes:

    1. the Earn-out represented by the fair value of the liability relating to a portion of the acquisition price of doValue Spain;
    1. the Earn-out represented by the fair value of the liability relating to a portion of the acquisition price of doValue Greece, which is linked to the achievement of certain EBITDA targets over a 10-year period;
    1. the fair value of the liability linked to the put option to purchase residual minority interests in the subsidiary doValue Spain. At September 30, 2023, the fair value of this liability was classified under the item "Others" following receipt of the notification for the exercise of this option at the end of September 2023, with the effectiveness of the transaction postponed to the following month.

The fair value of these financial liabilities was determined on the basis of the contracts for the acquisition of equity interests and the economic-financial parameters that can be drawn from the long-term plans of the acquired companies. Since these parameters are not observable on the market (either directly or indirectly), these liabilities are classified under Level 3.

doValue – Consolidated Interim Report at September 30, 2023

9/30/2023 12/31/2022
Level
1
Level 2 Level
3
Level
1
Level
2
Level
3
Financial assets measured at fair value through
profit or loss
- - 43,172 - - 42,323
Units in collective investment undertakings (CIUs) - - 21,968 - - 23,628
Debt securities - - 20,953 - - 18,145
Equities - - 197 - - 197
Non-hedging derivatives - - 54 - - 353
Financial assets measured at fair value through
comprehensive income
- - 8,309 - - 10,171
Equities - - 8,309 - - 10,171
Total - - 51,481 - - 52,494
Other financial liabilities - - 71,718 - - 66,543
Earn-out - - 50,198 - - 44,649
Put option on non-controlling interests - - - - - 21,894
Others 21,520 -
Total - - 71,718 - - 66,543

3. INFORMATION ON THE CONSOLIDATED BALANCE SHEET

Assets

NOTE 1 – INTANGIBLE ASSETS

(€/000)

Software Brands Assets under
development
and
payments on
account
Goodwill Other
intangible
assets
Total Total
9/30/2023
Restated
12/31/2022
Gross opening balance 175,010 46,885 10,791 236,897 436,418 906,001 872,403
Initial reduction in value (130,569) (22,304) - - (226,240) (379,113) (327,178)
Net opening balance 44,441 24,581 10,791 236,897 210,178 526,888 545,225
Changes in gross balance 8,921 (1,686) 184 - (14,712) (7,293) 33,598
Purchases 3,567 - 5,580 - - 9,147 36,566
Impairment (55) (1,686) (435) - (14,712) (16,888) (1,344)
Other changes 5,409 - (4,961) - - 448 (1,624)
Changes in reduction in value (11,606) (2,628) - (12,530) (20,305) (47,069) (51,935)
Amortisation (11,693) (2,628) - - (20,305) (34,626) (53,559)
Impairment of goodwill - - - (12,530) - (12,530) -
Other changes 87 - - - - 87 1,624
Gross closing balance 183,931 45,199 10,975 236,897 421,706 898,708 906,001
Final reduction in value (142,175) (24,932) - (12,530) (246,545) (426,182) (379,113)
Net closing balance 41,756 20,267 10,975 224,367 175,161 472,526 526,888

The opening balances are mainly represented by the value of multi-annual servicing contracts included in the item "other intangible assets" and by the goodwill deriving from the acquisitions completed by the Group: in June 2019, the acquisition of doValue Spain Servicing (hereinafter also "doValue Spain") and its subsidiaries, and in June 2020 the business combination of doValue Greece.

Thanks to the acquisition of doValue Greece, the following net values were recognised as at September 30, 2023:

  • €21.7 million relating to software and related assets under development;
  • €157.6 million related to multi-year servicing contracts ("SLAs"), of which €36.3 million related to the Frontier portfolio;
  • €112.4 million relating to goodwill.

With regard to the acquisition of doValue Spain and its subsidiaries, the net values as at September 30, 2023, were as follows:

  • €12.3 million relating to software and related assets under development;
  • €20.2 million relating to the brand;
  • €17.6 million relating to other intangible assets, which include the valuation of active long-term servicing contracts ("SLAs");
  • €111.5 million relating to goodwill.

The changes in gross balance include "purchases", which during the period were concentrated on the development of the IT platform, with an increase in the "software" and "assets under development and payments on account" categories totalling €9.1 million and the "impairment" related to Iberia region for a total of €16.9 million primarly following the execution of the impairment test, as detailed below.

The "other changes", which mainly affect the "software" and "assets under development and payments on account" categories, relate to the reclassification of assets between the two categories in connection with the entry into use of software.

The changes in reduction in value mainly include "impairment of goodwill" of €12.5 million following the results of the impairment test as described below, as well as the amortisation charges for the period of €34.6 million. "Other intangible assets" include the values of long-term servicing contracts deriving from the evaluation of the doValue Spain and doValue Greece acquisition transactions and the "Frontier" contract, which are systematically amortised based on the direct margin curve for each contract over the course of its entire useful life, consistent with the best estimate of the cash flows from each individual contract. The amortisation charge of each contract was calculated to an extent corresponding to the direct margin posted in the period.

For the purpose of preparing the impairment test on the values as at September 30, 2023, continuing with the approach taken to the test performed on the data as at December 31, 2022, and June 30, 2023, the Cash Generating Units (CGUs) in the two geographical segmentation areas pertaining to doValue Spain and its subsidiaries and to doValue Greece, namely "Iberia" (Spain and Portugal) and the "Hellenic Region" (Cyprus and Greece) were used, and the allocation of intangible assets and goodwill to the two separate CGUs was determined.

For the purposes of carrying out the test, the prospective information has been determined in line with that relating to the last quarter of 2023 deriving from the 2023 Budget approved by the Board of Directors on December 22, 2022 and with the 2022-2024 Group Business Plan approved by the Board of Directors on January 25, 2022, with the exception of intangible assets attributable to the Iberia region for which the test was performed on the basis of the preliminary 2024-2026 Business Plan approved by the Board of Directors on January 12, 2024.

As part of the analysis, the current value in use attributable to the individual active servicing contracts was therefore consistently estimated, considering the respective expected cash flows over the entire useful life. With regards to the test performed on the other intangible assets, the analysis revealed evidence of impairment losses such as differences between the value in use of the servicing contracts and the related book value net of amortization for the period, for a total of €14,7 million relating to doValue Spain's Santander contract. Furthermore, the test performed on the brand item also revealed evidence of impairment, for a total of €1.7 million relating to the brand attributable to the subsidiary doValue Spain.

As regards goodwill, the comparison between the recoverable value and the aggregate net book value of the CGUs as of 30 September 2023, the model highlighted for the "Iberia" CGU (Spain-Portugal) impairment losses for the goodwill recorded equal to €12.5 million. However, it confirmed the recoverable value capacity for the CGU Greece-Cyprus, both concerning the doValue Greece acquisition and for the Cyprus component arising from the doValue Spain and its subsidiaries' acquisition.

The discount rate (WACC - Weighted Average Cost of Capital) used in the impairment analysis carried out on goodwill and other intangible assets was 7.6% for the Spain and Portugal CGU and 8.6% for the Cyprus component of the Greece and Cyprus CGU and 8.4% for the single Greece component in relation to the testing of the PPA of doValue Greece and the "Frontier" contract.

The following table summarises the outcome of the impairment test on the intangible assets of doValue Spain:

(€/000)

Net present value Net book value Impairment
Software 9,575 9,575 -
Brand 20,198 21,885 (1,687)
Other ingible assets - SLAs 7,421 22,133 (14,712)
Intangible Assets - Iberia 37,194 53,593 (16,399)
Software 2,529 2,529 -
Other ingible assets - SLAs 20,503 10,139 -
Intangible Assets - Hellenic Region 23,032 12,668 -
Total 60,226 66,261 (16,399)

Similarly, the table summarising the impairment test performed on the value attributed to the intangible assets of doValue Greece is shown below.

(€/000)

Net present value Net book value Impairment
Intangible Assets - SLAs - Regione Ellenica 318,480 157,600 -
Total 318,480 157,600 -

With regard to the methods used to carry out the test, please refer to the Section "Accounting Policies – Risks and uncertainties associated with the use of estimates" in the paragraph dedicated to Estimation of impairment losses on intangible assets.

doValue – Consolidated Interim Report at September 30, 2023

Buildings Furniture Electronic systems Assets under development and payments on account Other Total Total 9/30/2023 12/31/2022 Gross opening balance 69,971 3,566 29,139 1,455 15,692 119,823 88,088 Initial reduction in value (33,408) (3,086) (13,428) - (10,765) (60,687) (53,939) Net opening balance 36,563 480 15,711 1,455 4,927 59,136 34,149 Changes in gross balance 1,284 695 (1,330) 385 683 1,717 31,735 Purchases 3,265 191 148 827 1,273 5,704 41,973 o.w. Right of Use 3,080 - 50 - 1,149 4,279 38,027 Disposals and dismissals (720) - - - (161) (881) - Other changes (1,261) 504 (1,478) (442) (429) (3,106) (10,238) Changes in reduction in value (4,350) (601) (2,432) - (1,277) (8,660) (6,748) Amortisation (7,072) (213) (3,794) - (1,556) (12,635) (16,626) o.w. Right of Use (6,531) - (3,207) - (1,011) (10,749) (13,061) Other changes 2,722 (388) 1,362 - 279 3,975 9,878 Gross closing balance 71,255 4,261 27,809 1,840 16,375 121,540 119,823 Final reduction in value (37,758) (3,687) (15,860) - (12,042) (69,347) (60,687) Net closing balance 33,497 574 11,949 1,840 4,333 52,193 59,136

NOTE 2 – PROPERTY, PLANT AND EQUIPMENT

In the first nine months of 2023, the item recorded an overall decrease of €6.9 million, going from €59.1 million to €52.2 million.

The changes in gross balance mainly include "purchases", which in the period totalled €5.7 million (of which €4.3 million in rights of use) and consisted of the renewal of rental contracts, enlargments and improvements for certain premises in Italy and Cyprus, as well as renewals and additional car rentals in the category "Other".

The "other changes" in gross balance should be read together with the same component included under changes in reduction in value and are largely related to the disposal of depreciated assets.

The changes in reduction in value included depreciation of €12.6 million, of which €10.7 million related to rights of use.

Please see Note 19 for more details on changes in rights of use.

NOTE 3 –FINANCIAL ASSETS

(€/000)

9/30/2023 12/31/2022
Non-current financial assets 52,374 53,604
Financial assets measured at fair value through profit or loss 43,172 42,323
Units in collective investment undertakings (CIUs) 21,968 23,628
Debt securities 20,953 18,145
Equities 197 197
Non-hedging derivatives 54 353
Financial assets measured at amortised cost 893 1,110
Loans to customers 839 1,057
Loans to banks 54 53
Financial assets measured at fair value through other comprehensive income 8,309 10,171
Equities 8,309 10,171
Current financial assets - 4,380
Financial assets measured at amortised cost - 4,380
Loans to customers - 4,380
Total 52,374 57,984

Non-current financial assets measured at fair value through profit or loss include CIUs units, debt securities, equities and non-hedging derivatives.

CIUs units relate to 23.3 units of the restricted closed-end alternative securities investment fund denominated Italian Recovery Fund (formerly Atlante II). Partial repayments of €2.3 million were recorded during the period, which have been compensated by revaluation effects of €0.6 million, while additional shares to be subscribed of €1.1 million were recognised under commitments.

Debt securities increased by €2.8 million, almost entirely referred to positive evaluation effects accounted on one of the Cairo portfolios. The breakdown of debt securities is represented, for €16.7 million by the ABS securities of the Cairo securitisations acquired as part of the acquisition of doValue Greece, for €2.0 million by the value of the ABS securities relating to the Romeo SPV and Mercuzio Securitisation securitisations and, for €2.1 million by the co-investment in the Mexico securitisation notes and for €0.1 million by the fair value of new ABS securities subscribed by doNext and issued by the vehicle Dores Securitisation S.r.l. as part of a new finance operation.

Equities classified at fair value through profit or loss are attributable to the minority interests for which the Group has not exercised the envisaged option under IFRS 9 to measure these instruments at fair value through other comprehensive income without recycling to profit or loss.

Non-hedging derivatives include an option linked to the purchase of further equity interests in the company BidX1 mentioned below among the financial assets recognized at fair value through other comprehensive income.

The category of non-current financial assets measured at amortised cost include the non-current part of €0.9 million mainly related to loans to customers, which is stable comparing to the previous year. On the other hand, the current component is reduced to zero as a result of the transfer to third parties of the limited recourse loan for a specific business.

The category of non-current financial assets measured at fair value through other comprehensive income includes the value of equities relating to two companies for which the Group exercised the option available under IFRS 9 to measure these instruments at fair value through other comprehensive income without recycling to profit or loss:

  • €1.5 million equal to 11.46% of the Brazilian fintech company QueroQuitar S.A. which operates in the field of digital collections;

  • €6.8 million equal to 17.7% of BidX1, an Irish proptech company specialising in the promotion and execution of real estate transactions through online auction processes in real time. The reduction of the item by €1.9 million compared to 31 December 2022 originates from the fair value evaluation process and refers exclusively to the investment in BidX1.

Focus on securitisations

Over the years, the Group originated securitisations or invested in them through the subscription of the related debt securities, also assuming the role of Servicer. A brief description of these transactions is provided below.

On September 30, 2016, the assignment of the non-performing portfolio of the Parent Company doValue to the securitisation vehicle Romeo SPV S.r.l. ("Romeo") was finalised. Romeo was established pursuant to Italian Law 130/1999. Subsequently, in the second quarter of 2017, the unsecured part of the portfolio was transferred to the vehicle Mercuzio Securitisation S.r.l. ("Mercuzio") and, at the same time, the issue of ABSs was completed by both SPVs with a single tranching of the securities.

As originator, the Parent Company doValue subscribed a nominal value of notes equal to 5% of the total securities issued in order to comply with the provisions of the retention rule referred to in Regulation (EU) 575/2013 (the CRR).

In both transactions, doValue Group plays the role of Servicer and Administrative Services Provider.

At the same time as the acquisition of Eurobank FPS in June 2020 mezzanine notes of the 3 Cairo securitisations (Cairo I, Cairo II and Cairo III) were subscribed, the securities of which are backed by state guarantees ("Asset Protection Scheme"). The originator of this transaction is Eurobank, which sold €7.4 billion of performing and non-performing loans.

In December 2020, mezzanine and junior ABS securities were also subscribed for the Relais securitisation, which concerns lease receivables sold by UniCredit. However, these notes were sold in February 2021, while the Group maintained the roles of Master Servicer (performed by doNext) and Special Servicer (performed by doValue).

In the second half of 2021, in relation to the Mexico transaction, the Parent Company doValue subscribed an amount equal to €45.0 million of junior and mezzanine notes, equal to 95% of the notes issued by the vehicle and at the same time sold 90% of the total notes issued to a third investor; the remaining portion of notes recognised in the financial statements therefore corresponds to 5% class B (mezzanine) and 5% class C (junior). The Group is servicer of the portfolio through the subsidiary doValue Greece.

During the first quarter of 2023, the subsidiary doNext disbursed a loan which was transferred in the same period to the credit securitization company Dores Securitization S.r.l.. As part of this transaction, doNext subscribed 20% of the untranched notes issued by the SPV, corresponding to a nominal amount of €0.4 million, and assumed the roles of Master and Special Servicer.

NOTE 4 – DEFERRED TAX ASSETS AND LIABILITIES

The items report deferred tax assets by deductible temporary difference.

Deferred tax assets (hereinafter also referred to as "DTAs") include amounts in respect of loan write-downs, tax losses carried forward and deferred tax assets determined specifically on the basis of the stocks of the components to which they refer (e.g. litigation, provisions for employees).

In this regard, the Parent Company exercised the option to retain the possibility of converting deferred tax assets into tax credits pursuant to Article 11 of Italian Legislative Decree 59 of May 3, 2016, ratified with Italian Law 119 of June 30, 2016. This measure introduced the optional regime in order to eliminate issues that emerged at the Community level regarding the incompatibility of the DTA transformation legislation with the rules governing state aid, ensuring that the convertibility of qualifying DTAs into tax credits is only allowed following payment of a specific fee based on the amount of those DTAs.

With regard to the deferred tax assets referred to in Italian Law 214/2011, as a result of the express provision of Article 56 of Italian Decree Law 225 of 29/12/2010, the negative components corresponding to the deferred tax assets transformed into tax credits are not deductible, first offsetting on a priority basis decreases at the nearest maturity in an amount corresponding to a tax equal to the transformed DTAs.

The 2019 Budget Act (Italian Law 145/2018) modified the temporary mechanism provided for in Article 16, paragraphs 3-4 and 8-9 of Italian Decree Law 83/2015 concerning the deductibility for both IRES and IRAP purposes of the loan losses of banks, financial companies and insurance undertakings. The law essentially deferred to the current tax period as at December 31, 2026, for both IRES and IRAP purposes, the deductibility of 10% of write-downs and losses on loans to customers recognised for that purpose that were originally intended to be deducted for the current tax period as at December 31, 2018.

Article 1, paragraphs 712-715 of the 2020 Budget Act (Italian Law 160/2019) then provided for the deferral of the deduction of the negative IRES (corporate income tax) components. More specifically, the deductibility, for IRES and IRAP purposes, of the stock of write-downs and loan losses of credit and financial institutions, of 12%, originally established for the tax period under way as at December 31, 2019 was postponed to tax periods under way as at December 31, 2022 and the three subsequent tax periods. The deferral is made on a straight-line basis.

Article 42 of Italian Law Decree no. 17/2022 intervenes for the third time on the original deduction plan with a postponement technique substantially similar to that carried out by Italian Law no. 160/2019.

This law provides as follows: the portion that should have been deducted in the 2022 financial year is deferred to the current tax period as at December 31, 2023, and to the three following years. In this regard, it should be noted that the deferral affects only the 12% deduction originally envisaged by the Italian Law Decree no. 83/2015, but not also the 3% deduction envisaged by Article 1, paragraph 712, of Italian Law no. 160/2019, which instead remains deductible according to the "normal" time frame. Moreover, to partially mitigate the effects deriving from this deferral, paragraph 1-bis of Article 42 amends paragraph 1056 of Italian Law no. 145/2018, establishing that 53% of the 10% share pertaining to 2019 and deferred for IRES and IRAP purposes to 2026 is brought forward to December 31, 2022; for the remaining portion (47%), the deductibility of the portion itself remains fixed at 2026.

As a result of Italian Law Decree no. 17/2022, the pre-2015 recovery plan of adjustments is now the following: 5% in the current tax period as at December 31, 2016; 8% in the current tax period as at December 31, 2017; 12% in the current tax period as at December 31, 2020; 12% in the current tax period as at December 31, 2021; 8.3% (3% +5.3%) in the current tax period as at December 31, 2022; 18% (12% +3% +3%) for the current tax period as at December 31, 2023; 18% (12% +3% +3%) for the current tax period as at December 31, 2024; 11% (5% +3% +3%) for the current tax period as at December 31, 2025; 7.7% for the current tax period as at December 31, 2026. At the time of the conversion, the original regulation of Italian Law Decree no. 17/2022 (which envisaged the deferral of the portion to be reversed in 2021) was amended in two respects: i) on the one hand, the deferral to the 2022 portion instead of the 2021 portion was envisaged; ii) on the other hand, the deduction of the 2019 portion deferred to 2026 was partially brought forward to 2022.

As a result of these law provisions, the amount of the deferred tax assets relating to the Parent Company begins to change starting from the current year, through reversals with economic impact.

With regard to the provisions of IAS 12, deferred tax assets are subject to sustainability testing, taking account of forecast profits in future years and verifying that future taxable income will be available against which the deferred tax assets can be used.

The test carried out on the data as at September 30, 2023, took therefore into account the 2022-2024 Business Plan updated on the basis of the Preliminary Plan 2024-2026 relating to the Iberia region approved in the Board of Directors of January 12, 2024, and in general of estimates based on the most recent both endogenous and exogenous parameters.

As at September 30, 2023, additional DTAs totalling €8.5 million have been recognised mainly relating to tax losses that can be carried forward in the future. This increase was more than offset by lower deferred tax assets related to the cancellation of deferred tax assets for the period of €26.8 million mainly attributable to:

  • "write-downs of non-recoverable items" for a total of €14.5 million of which €13.2 million attributable to the DTAs, both from tax losses and temporary differences, of the subsidiaries doValue Spain and doValue Portugal primarly following the execution of the sustainability test based on the Preliminary plan 2024-2026 of the Iberia region and €1.4 million for the DTAs recognized by the doValue Group to cover the portions of non-deductible interest expenses from previous fiscal periods; and
  • movement of DTAs referred to in Law 214/2011 described above for €7.4 million.

The criteria used for the recognition of deferred tax assets can be summarised as follows:

  • deferred tax assets correspond to the amounts of income tax that can be recovered in future years regarding temporary differences;
  • the prerequisite for the recognition of deferred tax assets is that it is considered reasonably certain in view of corporate developments that taxable income will be generated against which the deductible temporary differences will be used.

Taxes were calculated by applying the tax rates established under current law in each country, using, only for doNext the additional IRES 3.5 percentage-point tax envisaged for Italian credit and financial institutions (Italian Law no. 208 of December 28, 2015).

With regard to the calculation of the Italian IRAP (regional business tax) rate as at September 30, 2023, doValue meets the requirements for classification as a non-financial holding company. In accordance with that classification, doValue determines its tax base on the same basis as ordinary companies and takes account of the difference between the interest income and similar income and the interest expense and similar charges to the extent provided for under tax law, also applying the increased rate (of 5.57% unless otherwise provided by the individual regions) levied on credit and financial institutions.

Deferred tax assets

Breakdown

(€/000)

9/30/2023
Restated
12/31/2022
Provisions recognised through Income Statement 82,573 101,408
Writedowns of loans 41,846 49,391
Tax losses carried forward 16,341 19,300
Provisions for risks and charges 6,259 7,729
Property, plant and equipment / intangible assets 12,981 18,241
Administrative expenses 1,464 1,504
Other assets / liabilities 3,682 5,243
Provisions recognised through Equity 335 350
Defined benefit plans 335 350
Total 82,908 101,758

Change

(€/000)

Recognised
through
Income
Statement
Recognised
through
Equity
Total Total
9/30/2023
Restated
12/31/2022
Opening balance 101,408 350 101,758 112,640
Increases 8,545 - 8,545 4,093
Deferred tax assets recognised during the period 8,104 - 8,104 4,008
- In respect of previous periods 95 - 95 1,005
- Accruals 8,009 - 8,009 3,003
Other changes 441 - 441 85
Decreases (27,380) (15) (27,395) (14,975)
Deferred tax assets derecognised during the period (26,811) (1) (26,812) (14,836)
- Reversals of temporary differences (12,104) - (12,104) (12,927)
- Writedowns of non-recoverable items (14,540) - (14,540) (1,909)
- Other (167) (1) (168) -
Other changes (569) (14) (583) (139)
Closing balance 82,573 335 82,908 101,758

Deferred tax liabilities

Breakdown

9/30/2023
Restated
12/31/2022
Provisions recognised through Income Statement 42,807 50,982
Other assets / liabilities 43,360 50,809
Others (553) 173
Provisions recognised through Equity 21 21
Defined benefit plans 21 21
Total 42,828 51,003

Change

(€/000)

Recognised
through
Income
Recognised
through
Equity
Statement Total Total
9/30/2023
Restated
12/31/2022
Opening balance 50,982 21 51,003 54,350
Increases 879 - 879 2,621
Deferred tax liabilities recognised during the period 879 - 879 2,620
- Accruals 879 - 879 2,620
Other changes - - - 1
Decreases (9,054) - (9,054) (5,968)
Deferred tax liabilities derecognised during the period (9,054) - (9,054) (5,968)
- Reversals of temporary differences (3,651) - (3,651) -
- Other (5,403) - (5,403) (5,968)
Closing balance 42,807 21 42,828 51,003

Deferred tax liabilities derive mainly from business combinations and, in particular, from the exercise of the Purchase Price Allocation (PPA) as an overall tax effect of the fair value adjustments made to the values of the entry to consolidation of the companies acquired, namely doValue Spain and doValue Greece, both determined on the basis of the definitive PPA.

It should be noted that following the impairment of intangible assets, please refer to Note 1 - Intangible assets, the balance at September 30, 2023 was characterized by the derecognition of deferred tax liabilities for €4.1 million recorded in the "other" item.

NOTE 5 – OTHER ASSETS

The following table provides a breakdown of other current and non-current assets.

(€/000)

9/30/2023 12/31/2022
Other non-current assets 2,962 2,076
Other current assets 65,177 31,840
Accrued income / prepaid expenses 4,022 2,152
Items for employees 651 823
Receivables for advances 45,283 21,966
Current receivables on taxes other than income tax 12,668 4,032
Other items 2,553 2,867
Total 68,139 33,916

Overall, the item increased by €34.2 million compared to December 31, 2022, mainly due to higher receivables for advances from customers within the Hellenic Region, particularly as a result of measures to increase legal recovery activities which already started during the last quarter of 2022; in addition to this, part of the increase is due to advances paid for a new real estate business project undertaken in Spain.

Other non-current assets mainly consist of security deposits.

NOTE 6 – INVENTORIES

As at September 30, 2023, the item amounted to €217 thousand, an increase compared to the balance as at December 31, 2022, which amounted to €55 thousand.

During the period, one of the two buildings present at the end of the previous year was sold and €200 thousand of suspended costs relating to the Iberian Region were recorded in relation to a real estate business project under construction.

NOTE 7 – TRADE RECEIVABLES

(€/000)

9/30/2023 12/31/2022
Receivables
Receivables accruing (Invoices to be issued)
160,286
136,793
201,828
127,643
Receivables for invoices issued but not collected 23,493 74,185
Provisions
Provisions for expected losses on receivables
(1,384)
(1,384)
(1,685)
(1,685)
Total 158,902 200,143

Trade receivables arise in respect of invoices issued and accruing revenues mainly connected with servicing activities and real estate services under mandate and therefore mainly relating to the revenue item "revenues from contracts with customers".

The item shows a net decrease of €41.2 million compared to the balance as at December 31, 2022, mainly attributable to the collection of invoices, partially offset by higher accruals for invoices to be issued at the end of the period.

Provisions for expected future credit losses amounted to around 1% of receivables.

NOTE 8 – TAX ASSETS AND TAX LIABILITIES

As at September 30, 2023, tax assets amounted to €5.0 million and include tax credits originating from Italian and Spanish companies.

Tax liabilities amount to €9.2 million and represent the payable to the tax authorities for taxes net of liquidations made in the period.

NOTE 9 - CASH AND CASH EQUIVALENTS

The balance of €95.7 million, with a decrease of €38.6 million compared with the €134.3 million reported as at December 31, 2022, represents the liquidity available at the end of the third quarter 2023. For information on the next evolution, please refer to the paragraph on the Net Financial Position in the Directors' Report on the Group.

For an analysis of changes in cash and cash equivalents, please refer to the Consolidated Cash Flow Statement.

NOTE 10 – ASSETS HELD FOR SALE AND RELATED LIABILITIES

The table shows the values relating to the total equity investment in the shares of special purpose vehicles (SPV) which the Group intends to liquidate or sell to third parties.

During the period a new vehicle in Spain has been created, similar to the one acquired at the end of 2022, with the view to transferring control in the current year.

Therefore, the value as at September 30, 2023, corresponds to three SPVs, one based in Italy and two based in Spain.

(€/000)

9/30/2023 12/31/2022
Non-current assets:
Intangible assets - -
Property, plant and equipment - -
Investments in associates and joint ventures - -
Non-current financial assets 16 13
Deferred tax assets - -
Other non-current assets - -
Total non-current assets 16 13
Current assets:
Inventories - -
Current financial assets - -
Trade receivables - -
Tax assets - -
Other current assets - -
Cash and cash equivalents - -
Total current assets - -
Total assets held for sale 16 13
Non-current liabilities:
Loans and other financing - -
Other non-current financial liabilities - -
Employee benefits - -
Provisions for risks and charges - -
Deferred tax liabilities - -
Other non-current liabilities - -
Total non-current liabilities - -
Current liabilities:
Loans and other financing - -
Other current financial liabilities - -
Trade payables - -
Tax liabilities - -
Other current liabilities - -
Total current liabilities - -

Total liabilities associated with assets held for sale - -

Liabilities and Equity

NOTE 11 – NET EQUITY

(€/000)

9/30/2023
Restated
12/31/2022
Net Equity attributable to the Shareholders of the Parent Company 48,896 136,559
Share capital
Treasury shares
41,280
(4,006)
41,280
(4,332)
Valuation reserve
Other reserves
(2,724)
40,013
(906)
84,015
Profit (loss) for the period attributable to the Shareholders of the Parent Company (25,667) 16,502
Net Equity attributable to Non-controlling interests 47,172 44,361
Total 96,068 180,920

As at September 30, 2023, the subscribed and paid-up share capital of the Parent Company amounted to €41.3 million divided into 80,000,000 ordinary shares with no par value.

The following table shows the shares outstanding at the reporting date.

(no. of shares) 9/30/2023 12/31/2022
Ordinary shares issued 80,000,000 80,000,000
Treasury shares (832,618) (900,434)
Total shares outstanding 79,167,382 79,099,566

Treasury shares, shown as a direct reduction of Shareholders' Equity, amounted to €4.0 million, compared to €4.3 million in the previous year.

The following table provides information on the changes in the number of treasury shares held, showing a decrease as a result of 67,816 performance stock grants (for a value of €326 thousand), which were allocated by doValue to the beneficiaries at the time of the 2022 incentive system, in accordance with the 2022 Remuneration Policy.

As at September 30, 2023, the number of treasury shares is 1.04% of the number of issued ordinary shares.

(no. of treasury shares) 9/30/2023 12/31/2022
Opening balance 900,434 972,339
Transfers due to exercise of performance stock grants (67,816) (71,905)
Closing balance 832,618 900,434

The valuation reserve as at September 30, 2023, amounted to a negative value of €2.7 million, (-€0.9 thousand as at December 31, 2022) and included the combined effect of the valuation of the severance indemnity pursuant to IAS 19 and that arising from the valuation of the Bidx1 equity.

Other reserves break down as follows:

(€/000)

9/30/2023
Restated
12/31/2022
Reserves from allocation of profits or tax-suspended reserves 26,029 25,774
Legal reserve 8,256 8,256
Reserve art. 7 Law 218/90 2,304 2,304
Tax-suspended reserve from business combinations 2 2
Reserve from FTA IAS art. 7 par. 7 Lgs. Decree 38/2005 8,780 8,780
Reserve from FTA IAS IFRS 9 1,140 1,140
Reserve from retained earnings (8,597) (8,597)
Reserve from retained earnings - Share Based Payments 14,144 13,889
Other reserves 13,984 58,241
Extraordinary reserve 60,388 88,417
Reserve, Lgs. Decree no. 153/99 6,103 6,103
Legal reserve for distributed earnings 44 44
Reserve art. 7 Law 218/90 4,179 4,179
Reserve from business combinations 1,746 1,746
Share Based Payments Reserve 3,472 9,168
Consolidation reserve (36,165) (33,132)
Negative reserve for put option on non-controlling interests (25,783) (18,284)
Total 40,013 84,015

Overall, the item shows a decrease of €44 million due to the combination of the following main elements:

  • €47.5 million decrease related to the dividends that the Shareholders' Meeting of April 27, 2023 resolved to distribute in full from the profit for 2022 equal to €19.5 million and €28.0 million the extraordinary reserve. Of the approved amount, €0.4 million not yet collected by shareholders as at September 30, 2023;
  • €3.0 million increase in the negative consolidation reserve mainly due to the 2022 results of the subsidiaries;
  • €7.5 million increase in the negative reserve associated with the recognition of the financial liability for the option to purchase non-controlling interests pursuant to IAS 32 which moved from - €18.3 million to -€25.8 million due to the portion exceeding the amount of equity pertaining to non-controlling interests with respect to the doValue Spain acquisition;
  • €5.4 million net decrease of the Share Based Payments reserves accounted for pursuant to IFRS 2 in implementation of the post-IPO remuneration policy, which provides for the grant of shares as remuneration to certain categories of managers and as a consequence of the former CEO resignation (for further details, please refer to Note 18 – Share based payments).

Shareholders' equity attributable to Non-controlling interests amounted to €47.2 million, including the profit (loss) for the period attributable to non-controlling interests of €7.8 million, and refers to the 20% stake in doValue Greece held by Eurobank. The portion of shareholders' equity attributable to minority interests in doValue Spain, which also includes the negative result for the period attributable to minority interests equal to -€8.1 million, is absorbed by the recognition of the liability related to the "Put option on non-controlling interests", classified under item "others" among other financial liabilities at September 30, 2023 (please refer to Note 13 – Other financial liabilities).

NOTE 12 – LOANS AND OTHER FINANCING

(€/000)

Interest Rate % Due Date 9/30/2023 12/31/2022
Non-current loans and other financing 551,896 554,220
Bond 2020 5% 8/4/2025 258,917 258,056
Bond 2021 3,375% 7/31/2026 292,979 296,164
Current loans and other financing 29,283 14,283
Bank loans Euribor3m+1,8% 12 months 25,418 126
Bank overdrafts Euribor3m+1,9% on demand - 37
Due to other lenders 0 - 4,380
Bond 2020 5% 8/1/2023 2,200 5,521
Bond 2021 3,375% 7/31/2023 1,665 4,219
Total 581,179 568,503

The balance of loans and other financing as at September 30, 2023, includes the residual debt values at amortised cost of the following bonds (current and non-current portions):

  • €261.1 million for the guaranteed senior bond loan issued on August 4, 2020, maturing in 2025, at the annual rate of 5% for a principal of €264.0 million (€265.0 million at issue), reduced by €1.0 million in the period due to the partial repurchase ("bond buy-back) by the Parent Company of its own debt securities. The liquidity deriving from this bond loan had been used to repay the bridge loan in the context of the acquisition of doValue Greece;
  • €294.6 million for the guaranteed senior bond loan issued on July 22, 2021, maturing in 2026, at the annual fixed rate of 3.375%, for a principal amount of €296.0 million (€300.0 million at issue), reduced by €4.0 million in the period due to the partial repurchase ("bond buy-back) by the Parent Company of its own debt securities. The bond was used to repay the Facility Loan concluded to finance the purchase of the interest in doValue Spain and to refinance the pre-existing debt of the same investee.

The bonds were reserved for qualified investors and are listed on the Euro MTF multilateral trading system of the Luxembourg Stock Exchange.

The bond buyback transactions mentioned above for a total of €5.0 million were concluded by repurchasing part of its debt on the market below par, with the aim to reduce the total amount of liabilities by more than the required financial outlay. This therefore determined the recognition of a €0.5 million income.

The bank loan component includes €25.4 million relating almost completely to the use of a revolving credit line with a 12-month maturity aimed at temporary liquidity needs in the Hellenic Region.

The due to other lenders component at September 30, 2023 is nil following the termination in January 2023 of the limited recourse loan allocated for a specific business, as a consequence of the transfer of the related receivable recorded under financial assets.

NOTE 13 – OTHER FINANCIAL LIABILITIES

(€/000)

9/30/2023 12/31/2022
Other non-current financial liabilities 48,730 54,158
Lease liabilities 31,923 38,109
Earn-out 16,807 16,049
Other current financial liabilities 67,021 62,323
Lease liabilities 12,110 11,829
Earn-out 33,391 28,600
Put option on non-controlling interests - 21,894
Others 21,520 -
Total 115,751 116,481

Lease liabilities, split into current and non-current components, represent the recognition of the current value of the remaining lease payments following the introduction of IFRS 16. Please see Note 19 for information on changes in lease liabilities during the period.

The Earn-out liability recorded in the amount of €16.8 million under other non-current financial liabilities as well as €11.8 million under the current portion, relates to the debt arising from the acquisition of doValue Greece linked to the achievement of certain EBITDA targets over a ten-year period and any payments will not be due before 2024.

The remaining Earn-out portion recognised under current financial liabilities amounts to €21.6 million and is related to the portion of the acquisition price of doValue Spain which was supplemented by the component of interest expense for late payment of €4.1 million (of which €1.3 million already allocated under Provisions for risks and charges) relating to the arbitration with Altamira Asset Management Holdings S.L...

Last September 29, 2023 the notification was received for the exercise of the sale option of the residual minority share (equal to 15%) of doValue Spain. The put option on non-controlling interests liability, equal to €21.9 million at December 31, 2022, was therefore cancelled in the reference period as the related amount of €21.5 million, defined between the parties, was included among the category related to other financial liabilities category following the exercise of the option.

Please note that the expiry of the put option was extended to the end of September 2023 through the agreement signed on June 26, 2023, with which the exercise price of the option was also defined; it should also be noted that the formalization and execution of the transfer of the minority share of doValue Spain took effect from October 24, 2023 ("Transfer date").

Net financial indebtness

In accordance with the requirements of Consob Communication of July 28, 2006, and in compliance with the CESR Recommendation of February 10, 2005 "Recommendations for the consistent implementation of the EU Regulation on prospectuses", the Group's net financial indebtedness as at September 30, 2023, breaks down as follows.

(€/000)

Note 9/30/2023 12/31/2022
9 A Cash on hand 3 5
9 B Cash at banks and short-term deposits 95,664 134,259
D Liquidity (A)+(B)+(C) 95,667 134,264
3 E Current financial assets - 4,380
12 F Current bank debt (25,418) (37)
12 G Current portion of non-current debt - (126)
12, 13 H Other current financial debt (67,021) (66,703)
I Current financial indebtness (F)+(G)+(H) (92,439) (66,866)
J Net current financial indebtness (I)+(E)+(D) 3,228 71,778
12 L Bond Issued (555,761) (563,960)
12, 13 M Other non-current loans (48,730) (54,158)
N Non-current financial indebtness (K)+(L)+(M) (604,491) (618,118)
O Net financial indebtness (J)+(N) (601,263) (546,340)

Compared with the net financial position, equal to €485.5 million reported in the Directors' Report on the Group, to which reference should also be made for further information, this table includes the items reported under letters E, H and M, for a total of €115.8 million. The following table reconciles the two different representations:

9/30/2023 12/31/2022
A Net financial indebtness (601,263) (546,340)
Other current financial debt 67,021 66,703
Other non-current loans 48,730 54,158
Current financial assets - (4,380)
B Items excluded from the Net financial position 115,751 116,481
C Net financial position (A)+(B) (485,512) (429,859)

NOTE 14 – EMPLOYEE BENEFITS

Within the Group, there are defined-benefit plans, or plans for which the benefit is linked to the salary and seniority of the employee.

The defined-benefit plans of the Italian companies mainly include "post-employment benefits" in accordance with applicable regulations, as well as other provisions of a contractual nature. For Greece, there is a defined-benefit plan on a mandatory basis.

In accordance with IAS 19, the obligations of defined-benefit plans are determined using the "Projected Unit Credit" method. This method envisages that the present value of the benefits accrued by each participant in the plan during the year is recognised as an operating cost, considering both future salary increases and the benefit allocation formula. The total benefit that the participant expects to acquire at the retirement date is divided into units, associated on the one hand with the seniority accrued at the valuation date and on the other with the expected future seniority until retirement.

Employee benefits changed as follows during the period.

(€/000)

9/30/2023 12/31/2022
Opening balance 9,107 10,264
Increases 469 3,008
Provisions for the period 469 3,000
Other changes - 8
Decreases (994) (4,165)
Benefits paid (935) (3,577)
Other changes (59) (588)
Closing balance 8,582 9,107

Overall, the item shows a balance substantially in line with the one at December 31, 2022, with a slight decrease of €0.5 million.

NOTE 15 – PROVISIONS FOR RISKS AND CHARGES

(€/000)

Funds against the item "Provisions for risk and
charges" of the income statement
Funds against other items of the income
statement
Legal
disputes
Out-of-court
disputes and other
provisions
Total funds
against the item
"Provisions for
risk and charges"
of the income
statement
Potential
liabilities for
employee
Other Total funds
against other
items of the
income
statement
Total Total
9/30/2023
Restated
12/31/2022
Opening balance 5,701 12,262 17,963 535 19,157 19,692 37,655 44,235
Increases
Provisions for the period
2,546
2,433
2,769
2,289
5,315
4,722
35
34
2,860
2,683
2,895
2,717
8,210
7,439
16,519
15,829
Changes due to the passage of
time and changes in the discount
rate
94 121 215 1 - 1 216 106
Other changes 19 359 378 - 177 177 555 584
Decreases
Reallocations of the period
(1,937)
(97)
(6,154)
(3,276)
(8,091)
(3,373)
(11)
-
(7,282)
(7,162)
(7,293)
(7,162)
(15,384)
(10,535)
(23,099)
(12,286)
Utilisation for payment (1,481) (1,370) (2,851) (12) (120) (132) (2,983) (10,591)
Other changes (359) (1,508) (1,867) 1 - 1 (1,866) (222)
Closing balance 6,310 8,877 15,187 559 14,735 15,294 30,481 37,655

The item legal disputes recognised against the economic item "provisions for risks and charges" primarily includes funds in respect of the risks of litigation brought against the Group concerning its core activities, increasing by €0.6 million owing to the greater impact of the provisions for new disputes compared with the settlement of a number of disputes.

The item out-of-court disputes and other provisions, which mainly includes provisions for risks for which no litigation has currently been activated, decreased by €3.4 million comparing to the balance at December 31, 2022. This decrease is attributable for €2.5 million to the release of a risk provision by the subsidiary doValue Spain following a settlement agreement with a customer. For further details, please refer to the paragrapg "Significant events after the end of the period" of the Directors' Interim Report on the Group.

The item potential liabilities for employees includes provisions to finance any bonuses not governed by already existing agreements or determinable quantification mechanisms.

The dynamics of the item other is mainly due to the provision, release to the income statement and payment of the respective portions pertaining to the period of the variable fees connected to a particular type of fee ("Curing Fee"), in application of the provisions of the IFRS 15 accounting standard.

NOTE 16 – TRADE PAYABLES

(€/000)

9/30/2023 12/31/2022
Payables to suppliers for invoices to be received 33,360 48,799
Payables to suppliers for invoices to be paid 14,922 21,582
Total 48,282 70,381

The amount at September 30, 2023 decreased by 31% equal to of €22.1 million, compared to the figure recorded as at December 31, 2022, which is attributable in equal percentage to both categories of debts to suppliers showed.

NOTE 17 – OTHER LIABILITIES

(€/000)

9/30/2023 12/31/2022
Other non-current liabilities 9,008 9,201
Amounts to be paid to third parties 8,844 8,845
Deferral of government grants related to assets 164 356
Other current liabilities 46,591 66,553
Amounts to be paid to third parties 8,229 8,050
Amounts due to personnel 20,516 25,874
o.w. employees 20,183 24,874
o.w. members of Board of Directors and Auditors 333 1,000
Amounts due to pension and social security institutions 4,464 5,621
Current payables on taxes other than income tax 7,242 -
Items being processed 158 8,900
Deferral of government grants related to assets 277 352
Other accrued expenses / deferred income 5,480 16,088
Other items 225 1,668
Total 55,599 75,754

As September 30, 2023, this item amounted to €55.6 million compared to €75.8 million in 2022, with an overall decrease of €20.2 million.

With regard to other non-current liabilities, the main component "amounts to be paid to third parties" includes for €6.1 million to the liability towards Eurobank linked to the "advance compensation commission", subject to certain performance conditions, received by the Group in connection with the securitisation of the Mexico portfolio. The item includes also €2.8 million for the liability related to the acquisition of software under medium-long-term contracts in Italy and Greece.

The item other current liabilities showed an overall decrease of €20.0 million, which resulted mainly from the category "amounts due to personnel" and "amounts due to pension and social security institutions" following the liquidation of performance bonuses and redundancies, as well as from the "other accrued expenses/deferred income" category, which is reducing for the progressive release of the deferred income on the advance payment of the Hellenic servicing fees.

It is also noted that, compared to December 31, 2022, an "item being processed" of €6.0 million attributable to the subsidiary doValue Spain and referring to an advance payment for a portfolio management, was classified among the "amounts to be paid to third parties" at September 30, 2023.

NOTE 18 – SHARE-BASED PAYMENTS

The Shareholders' Meeting of doValue on April 27, 2023, approved the Report on the 2023 remuneration Policy and on the remuneration paid in 2022, maintaining unchanged the 2022-2024 Remuneration policy (hereinafter "the Policy"), which was approved by the Shareholders' Meeting of April 28, 2022 and which is applicable to Directors, Key Management Personnel and Members of Supervisory Bodies.

The new Remuneration Policy is based on the 2022-2024 time horizon, in line with the Business Plan and thus able to ensure a high degree of consistency to the entire Governance system, to favour the coverage of key roles and also to guarantee an attractive remuneration offer to people who are key to the Group's long-term strategy.

The three-year Policy confirmed the main characteristics of the previous Remuneration Policy, while introducing some elements:

  • maintenance of the variable remuneration strategy for Key management personnel, broken down as follows:
    • o a short-term Management By Objectives (MBO) incentive plan to encourage annual performance, both financial and non-financial, with a focus on skills and conduct to improve alignment with doValue values across the Group;
    • o a long-term incentive plan (LTI) to promote the alignment of participants with the longterm interests of the Stakeholders, to attract and retain individuals who are key to the long-term success of the Group, and to promote the "One-Group culture";
    • o an increased focus on ESG metrics as a key element in strengthening doValue's sustainability plan;
    • o a review of the Peer Group in order to identify the relative "Total Shareholders Return" (TSR), to take into account the new structure of the doValue Group.

The Policy envisages remuneration systems in some cases based on the use of its own financial instruments. In detail, they include the following types of remuneration:

  • a portion of the fixed remuneration and the entire variable component of the Chief Executive Officer is paid in shares;
  • a part of the variable remuneration of Key management personnel, specifically that deriving from the long-term incentive (LTI) plan, is paid in shares. The LTI plan provides for an annual grant ("rolling" plan) based entirely on doValue's shares ("Performance shares") and based on a 3-year vesting period. The objective of the 2022-2024 cycle is in line with the 2022-2024 Business Plan, while the objectives of the 2023-2025 and 2024-2026 cycles are set at the beginning of 2023 and 2024. The plan grants beneficiaries the right to receive, on a rolling basis, free company shares if a given set of return conditions is respected at the end of the vesting period.

The variable component of remuneration of the Chief Executive Officer indicated above is paid in part upfront and in part deferred over 3 years. The up-front portion is paid after the approval, by the Shareholders' Meeting, of the financial statements for the accrual period and no later than the month following approval. The deferred variable portion is instead postponed on a pro-rata basis on the three-year period following assignment of the variable up-front portion.

The disbursement of the deferred portion of the variable component of the Chief Executive Officer is subject to assessment of access gate, vesting and malus conditions, measured as at December 31 of the year prior to vesting.

For the shares allocated to Executives with Strategic Responsibilities (DIRS) of the LTI plans, provision is made for a 1-year retention period for 50% of the shares accrued, while for the Chief Executive Officer, the shares received can be sold on a quarterly basis, for a maximum amount not exceeding 25% of the shares allocated.

The Group uses treasury shares for these remuneration plans.

The reference price for calculating the number of shares to be assigned as the equivalent value of the variable remuneration of the LTI plan is determined by using the average of the closing prices in the 3 months prior to the day on which the Board of Directors approves each cycle.

Without prejudice to the right to compensation for any additional damages, after payment of the variable compensation, the Company reserves the right, within 5 years from the granting date of the variable remuneration, to ask the beneficiary to repay the bonus ("clawback"), in specific cases of fraudulent behaviour or gross negligence, violations of laws or the Code of Ethics and Company rules, or the allocation of a bonus based on data which later turns out to be manifestly incorrect or intentionally altered. Malus conditions are also applicable if one of the clawback clauses occurs during the performance period.

For more details on the mechanisms and terms of attribution of the shares, please refer to the information documentation published on the internet website of the doValue Group www.doValue.it ("Governance/Remuneration" section).

Effects of the voluntary resignation of the former Chief Executive Officer of the Group

The former Group CEO, having communicated his intention to voluntary resign as of April 28, 2023, in advance of the expiry of the mandate coinciding with the date of the shareholders' meeting that will approve the 2024 Financial Statements, basing on the current Remuneration Policy, the former Group CEO was not entitled to any form of remuneration, except for the fixed remuneration accrued up to the date. Considering this, any other entitlement to remuneration not yet paid or assigned and for which the vesting period is not completed has been cancelled.

Consistently with the Remuneration Policy and contract provisions, the upfront portion of the 2022 MBO awarded was paid after the Shareholders' Meeting of April 27, 2023 which approved the 2022 financial statements, while any deferred MBO regarding 2022 has been cancelled.

The amount recognised in the income statement as a consequence of the former CEO resignation is reflected in a specific equity reserve.

NOTE 19 – LEASES

(€/000)

The Group entered into lease contracts in place for buildings, electronic equipment (hardware) and cars, which are classified as "other tangible assets" and are used for operations or assigned to employees. The property leases generally have an original term ranging from a minimum of 4 to a maximum of 7 years, those referring to hardware 8 years, while the vehicle leases generally have an original term of 4 years. The liabilities in respect of these lease contracts are secured by the lessors' ownership of the leased assets. In general, the Group cannot sublet its leased assets to third parties. Most of the leases include renewal or cancellation options typical of property leases, while none envisage variable payments. The following table reports the carrying amounts of right-of-use assets and changes in the period:

Buildings Electronic
system
Other tangible
assets
Total Total
9/30/2023 12/31/2022
Opening balance 33,886 14,219 2,545 50,650 26,024
Increases
Purchases
Other changes
3,613
3,080
533
50
50
-
1,149
1,149
-
4,812
4,279
533
27,907
38,027
(10,120)
Decreases
Amortisation
Other changes
(6,368)
(6,531)
163
(3,207)
(3,207)
-
(1,182)
(1,011)
(171)
(10,757)
(10,749)
(8)
(3,281)
(13,061)
9,780
Closing balance 31,131 11,062 2,512 44,705 50,650

Information is provided below on the carrying amounts of the lease liabilities (included in the item "Other financial liabilities") and their changes in the period:

(€/000)

9/30/2023 12/31/2022
Opening balance 49,938 26,366
Increases 7,069 35,908
New liabilities 2,933 34,936
Financial expenses 1,049 963
Other changes 3,087 9
Decreases (12,974) (12,336)
Payments (12,836) (11,941)
Other changes (138) (395)
Closing balance 44,033 49,938
o.w.: Non-current lease liabilities 31,923 38,109
o.w.: Current lease liabilities 12,110 11,829

The amounts recognised in profit or loss are provided in the following table:

9/30/2023 9/30/2022
Amortisation of right-of-use assets (10,749) (8,396)
Financial expenses from lease liabilities (1,049) (456)
Total (11,798) (8,852)

4. INFORMATION ON CONSOLIDATED INCOME STATEMENT

NOTE 20 – REVENUE FROM CONTRACTS WITH CUSTOMERS

(€/000)

9/30/2023 9/30/2022
Servicing services 129,252 205,967
Servicing for securitisations 138,799 133,509
REO services 29,707 55,759
Total 297,758 395,235

The item as a whole decreased by 25% compared to September 30, 2022.

This result is due to lower revenues recorded in the component of the servicing services (-37%) and of revenues from REO services (-47%), only partially offset by the positive performance of servicing for securitisation (+4%).

This contraction, in line with the Group's expectations, is the result of the worsening macroeconomic conditions that are affecting the market to which must be added the effect of the off-boarding of the Sareb portfolio in Spain which took place between July and October 2022.

At a geographical level there was a negative difference between the two periods in comparison in all regions.

Performance obligations

Servicing services under mandate and for securitisation transactions

The servicing services include the administration, management and recovery of loans utilising in-court and out-of-court recovery processes on behalf and under the mandate of third parties for portfolios mainly consisting of non-performing loans.

These services normally include a performance obligation that is fulfilled over time: in fact, the customer simultaneously receives and uses the benefits of the recovery service and the service provided improves the credit that the customer controls.

For the recognition of revenues, the Group applies a valuation method based on the outputs represented by both the assets managed and the collections on each position under mandate, so as to recognise revenues for an amount equal to that for which it has the right to invoice the customer.

The Group, following a more precise interpretation of some clauses provided for in the Service Level Agreement signed between doValue Greece and Eurobank connected to a particular type of fee ( "Curing Fee") and in application of the provisions of the IFRS15 accounting standard relating to variable fees, has aligned the relative method of recording revenues, which sees as a counterpart the establishment of a specific provision for risks and charges against possible penalties on stock and flow restructured portfolios.

Real estate services under mandate

This involves the management of real estate assets on behalf of and under the mandate of third parties, including the management of real estate guarantees as well as the development and management of the properties subject to mandate.

As with the servicing services mentioned above, there is an obligation to perform over time because the customer receives and simultaneously uses the benefits of the property management and/or sale service. For revenue recognition, the Group applies a valuation method based on the outputs of property

management activities and sales on each managed position, so as to recognise revenues for an amount equal to that for which it has the right to invoice the customer.

The breakdown of revenue from contracts with Group customers is shown below:

(€/000)

First Nine Months 2023 Italy Hellenic Region Iberia Infrasector Group
Servicing services 15,392 86,820 35,033 (7,993) 129,252
Servicing for securitisations 73,989 64,810 - - 138,799
REO services - 7,338 25,915 (3,546) 29,707
Total revenue 89,381 158,968 60,948 (11,539) 297,758
First Nine Months 2022 Italy Hellenic Region Iberia Infrasector Group
Servicing services 26,877 132,479 53,710 (7,099) 205,967
Servicing for securitisations 85,864 47,645 - - 133,509
REO services - 9,953 50,775 (4,969) 55,759
Total revenue 112,741 190,077 104,485 (12,068) 395,235

NOTE 21 – OTHER REVENUES

(€/000)

9/30/2023 9/30/2022
Administrative Servicing/Corporate Services Provider 14,284 12,917
Information services 5,164 3,263
Recovery of expenses 1,646 750
Due diligence & Advisory 3,751 1,910
Ancillary REO services 2,483 8,753
Other revenues 11,572 2,761
Total 38,900 30,354

The item shows an increase of 28% compared to the first nine months of 2022 and finds its origin in all the categories of other revenues exposed above, with the exception of the ancillary REO services component, which in the comparison period mainly included revenues of Sareb portfolio ended in the latter part of 2022. The other revenues component includes income from the Hellenic Region relating to ancillary services provided to SPV customers.

NOTE 22 – COSTS FOR SERVICES RENDERED

(€/000)

9/30/2023 9/30/2022
Costs related to Assets Under Management (10,979) (19,318)
Brokerage fees (7,355) (16,996)
Costs for services - (1,336)
Total (18,334) (37,650)

The item, which includes the fees of the recovery network, was halved overall compared to the same period of the previous year (-51%) following the decrease in the portfolios managed in Iberia and in Italy which also generated the reduction in revenues as reported above.

The remuneration mechanism of the external network, directly related to revenues, combined with the flexibility of the collaboration agreements, allows the Group to reduce these direct costs to protect its margins in cyclical phases of business slowdown.

NOTE 23 – PERSONNEL EXPENSES

(€/000)

9/30/2023 9/30/2022
Payroll employees (153,267) (162,137)
Members of Board of Directors and Board of Statutory Auditors 4,099 (6,119)
Other personnel (5,870) (2,982)
Total (155,038) (171,238)

Average number of employees by category

9/30/2023 9/30/2022
Payroll employees 2,889 3,067
a) Executives 111 133
b) Managers 920 939
c) Other employees 1,858 1,995
Other staff 250 171
Total 3,139 3,239

The item shows an overall reduction of 9% compared to September 30, 2022: in detail, there is a reduction of 5% in the "payroll employees", while the "members of the Board of Directors and Statutory Auditors" component shows a positive amount due to the effect the release of provisions for deferred variable compensation in favor of the former Chief Executive Officer, who resigned on April 27, 2023. The residual component "other personnel", which mainly includes temporary agency work, instead recorded an increase which partially offsets the previous item.

In line with the objectives of the 2022-2024 Business Plan, personnel expenses include charges related to early retirement incentives totaling €11.8 million, of which €6.0 million only in Iberia following the restructuring program already started in 2022.

Regarding the breakdown of the cost for employee benefits included in this item, please refer to Note 14 – Employee benefits.

NOTE 24 – ADMINISTRATIVE EXPENSES

(€/000)

9/30/2023 9/30/2022
External consultants (15,354) (28,670)
Information Technology (25,514) (27,005)
Administrative and logistical services (9,145) (6,445)
Building maintenance and security (1,826) (2,845)
Insurance (1,638) (1,543)
Indirect taxes and duties (1,566) (1,738)
Postal services, office supplies (415) (675)
Indirect personnel expenses (1,333) (2,544)
Debt collection (929) (262)
Utilities (1,953) (1,960)
Advertising and marketing (3,212) (3,439)
Other expenses (424) (1,188)
Total (63,309) (78,314)

The item as a whole showed a reduction of 19% compared to the the same period of the previous year. This trend is mainly driven by lower costs for external consultants, and it is also a result of the restructuring program in Iberia.

NOTE 25 – OTHER OPERATING (EXPENSE)/INCOME

(€/000)

9/30/2023 9/30/2022
Government grants 281 101
Reductions in assets (116) 62
Other expenses (98) (267)
Other income 1,661 4,242
Total 1,728 4,138

The item, equal to €1.7 million compared to €4.1 million in the first nine months of 2022, reveals a decrease of €2.4 million essentially due to the effect of the income present in the comparison period relating to an insurance indemnity for €4.1 million.

NOTE 26 – DEPRECIATION, AMORTISATION AND IMPAIRMENT

(€/000)

9/30/2023
Restated
9/30/2022
Intangible assets (64,044) (37,294)
Amortisation (34,626) (36,704)
Impairment (29,418) (590)
o.w. Impairment on goodwill (12,530) -
Property, plant and equipment (12,635) (10,726)
Amortisation (12,635) (10,726)
Financial assets measured at amortised cost 829 45
Writedowns (324) (41)
Writebacks 1,153 86
Trade receivables 245 (196)
Writedowns (38) (262)
Writebacks 283 66
Other assets 262 -
Writebacks 262 -
Total (75,343) (48,171)

The item shows an increase of 56% compared to the same period of the previous year.

In detail, the intangible assets component includes impairment losses of €29.4 million in the period compared to €0.6 million in the previous period, in addition to the amortization which reflects the trend of the amortization curves on long-term contracts based on the relevant business plans.

The impairment recorded in the period derives from the results of the impairment test. As part of the aforementioned analysis, evidence of impairment emerged on servicing contracts, for a total of €14.7 million referring to the Santander contract of doValue Spain, as well as €1.7 million referring to the brand attributable to the the same subsidiary and to €12.5 million relating to the goodwill of the "Iberia" CGU. For further details, please refer to Note 1 - Intangible assets.

The property, plant and equipment category includes the effects of the IFRS 16 standard for depreciation on rights of use which, for the first nine months of 2023, had an impact of €10.7 million compared to €8.4 million at September 30, 2022.

The "write-backs" component of financial assets measured at amortized cost is linked to the repayment of a previously written-down receivable.

NOTE 27 – PROVISIONS FOR RISKS AND CHARGES

(€/000)

9/30/2023 Restated 9/30/2022
Provisions Reallocations Total Provisions Reallocations Total
Legal disputes (2,527) 97 (2,430) (1,535) 1,005 (530)
o.w. Employee disputes (36) 18 (18) - 11 11
Out-of-court disputes and other
risk provisions
(2,410) 3,276 866 (2,545) 779 (1,766)
Total (4,937) 3,373 (1,564) (4,080) 1,784 (2,296)

The item, whose net balance showed an increase of €0.7 million compared to the same period of 2022, consists of operational changes in provisions for legal disputes and out-of court disputes and other risk provisions allocated to meet legal and contractual obligations that are presumed will require an outflow of economic resources in subsequent years.

As at September 30, 2023, the item showed a negative balance of €1.6 million (€2.3 million as at September 30, 2022), due to the combined effect of the releases for provisions of previous years that are no longer needed and prudential provisions relating to both legal disputes and operational risks and other charges.

In particular, we note the release of a fund for €2.5 million by the subsidiary doValue Spain following a settlement agreement with a customer. For further details, please refer to the section "Significant events after the end of the period" of the Directors' Interim Report on the Group.

NOTE 28 – FINANCIAL (EXPENSE)/INCOME

(€/000)

9/30/2023 9/30/2022
Financial income 2,836 1,304
Income from financial assets measured at fair value through P&L 1,064 1,141
Income from financial assets measured at amortised cost 1,307 134
Income from financial liabilities measured at amortised cost 454 -
Other financial income 11 29
Financial expense (26,766) (21,435)
Expense from financial liabilities measured at amortised cost (20,121) (20,200)
Other financial expenses (6,645) (1,235)
Net change of other financial assets and liabilities measured at fair value through
P&L
2,995 (994)
Financial assets - o.w.: debt securities 2,716 (1,962)
Financial assets - o.w.: units in collective investment undertakings 577 353
Financial assets - o.w.: non-hedging derivatives (298) 615
Total (20,935) (21,125)

Financial income amounted to €2.8 million and was mainly due to income from the ABS securities (€1.1 million), from interest income on term deposits (€1.3 million) and finally from income (€0.5 million) realized from the partial repurchase by the Parent Company of its own debt securities, at a lower market value than the issue value (for further details, see Note 12).

Financial expense (€26.8 million) includes interest expense accrued on outstanding 2020 and 2021 bonds, while the component of "other financial expenses" mainly includes the portion of interest calculated in accordance with IFRS 16 as well as €2.8 million million in interest expense for late payment related to the arbitration with Altamira Asset Management Holdings S.L. and connected to the Earn-out for the acquisition of doValue Spain.

The net change of other financial assets and liabilities measured at fair value through profit or loss is attributable to the fair value delta relating to the notes in the portfolio.

NOTE 29 – INCOME TAX EXPENSE

Every country in which the doValue Group operates has an independent tax system in which the determination of the tax base, the level of the tax rates, the nature, the type and the timing of the formal obligations differ from one another.

At September 30, 2023, as regards tax rates and with reference to the countries in which the Group operates, the income tax of the companies is established at a nominal rate of 25% in Spain, 21% in Portugal (to which a "Municipal Surtax" of 1.5% is added and an additional "State surtax" of 3%, 5% or 9% depending on the disposable income bracket), 22% in Greece and 12.5% in Cyprus.

In Italy, the standard corporate income tax rate (IRES) is 24%, to which a surcharge of 3.5% is added, applicable exclusively to banks and financial institutions (Italian Law no. 208 of December 28, 2015), which applies to the subsidiary doNext.

In addition to IRES, in Italy, IRAP (regional business tax) must be added. As at September 30, 2023, in order to determine the IRAP rate of the Parent Company doValue, maintenance of the requirements of nonfinancial equity holding was verified, with the subsequent application of the rate envisaged for banks and the extension of the tax base also to financial charges and income; the nominal rate for banks and financial institutions is 4.65% (to which each Region can independently apply an increase of 0.92%, up to a theoretical rate of 5.57% plus a further 0.15% for the regions with a health deficit).

Income taxes for the period have been restated and amount to €29.8 million, an increase compared to the figure of 2022 when they amounted to €21.8 million.

It has to highlight that the data for the period includes elements not present in the balance at September 30, 2022, such as mainly €14.5 million of DTAs impairment due to subsequent irrecoverability (see Note 4 for details) and €4.1 million of reduction in deferred tax liabilities following the impairment of intangible assets of doValue Spain (see Note 1 for details).

NOTE 30 – EARNINGS PER SHARE

(€/000)
9/30/2023
Restated
9/30/2022
Profit (loss) for the period attributable to the Shareholders of the Parent
Company [A]
Weighted average number of shares outstanding for the purposes of calculation
(25,667) 39,181
of profit (loss) per share
basic [B]
79,154,865 79,084,698
diluted [C] 79,154,865 79,084,698
Earnings (loss) per share (in euro)
basic [A/B] (0.32) 0.50
diluted [A/C] (0.32) 0.50

The basic earnings per share are calculated by comparing the economic result attributable to holders of ordinary equity instruments of the Parent Company doValue to the weighted average number of shares outstanding, net of treasury shares.

Diluted earnings per share are equal to the basic earnings as there are no other categories of shares other than ordinary shares and there are no instruments convertible into shares.

doValue – Consolidated Interim Report at September 30, 2023

5. INFORMATION ON RISKS AND RISK MANAGEMENT POLICIES

INTRODUCTION

The doValue Group, in line with the regulations that apply to it and applicable best practices, has an Internal Control System that is composed of instruments, organisational structures, company rules and regulations targeted at allowing, through an adequate process of company risk identification, measurement, management and monitoring, a sound, correct company management consistent with the pre-established performance targets and protection of company assets as a whole.

The Group Internal Control System is based on control bodies and departments, information flows and mechanisms to involve the applicable parties and Group governance mechanisms. More specifically, the Group has structured its internal control organisational model by aiming to ensure integration and coordination between the actors within the Internal Control System, in compliance with the principles of integration, proportionality and cost-effectiveness, as well as ensuring reliability, accuracy, trustworthiness and timeliness of financial information.

Financial risks

CREDIT RISK

Credit risk is the risk that a counterparty will not fulfil its obligations linked to a financial instrument or a commercial contract, therefore leading to a financial loss. This risk mainly derives from economic and financial factors, or from the possibility of a default situation of a counterparty.

The Group is exposed to credit risk deriving mainly from its operating activities, i.e. from trade receivables and, to a lesser extent, from its financing activities, deposits with leading banks and financial institutions and other financial instruments, as well as reduced non-performing positions owned.

Trade receivables, which are at very short term and are settled with payment of the related invoice, are essentially attributable to servicing contracts under which the Group companies accrue receivables in respect of their counterparties, who may default due to insolvency, economic events, liquidity shortages, operational deficiencies or other reasons.

In order to limit this risk, the Group monitors the positions of individual customers, analyses expected and actual cash flows in order to promptly undertake any recovery actions.

Pursuant to IFRS 9, at each reporting date, these receivables are subject to an assessment aimed at verifying whether there is evidence that the carrying amount of the assets cannot be fully recovered.

As at September 30, 2023, the main trade counterparties were represented by banks and important Investors with high credit standing and Vehicle Companies established pursuant to the provisions of Italian Law 130/1999.

For a quantitative analysis, please see the Note on trade receivables.

With regard to individual non-performing positions, which concern a marginal number of positions acquired over time, the procedures and tools supporting the activity of the workout units always enable position managers to prepare accurate forecasts of the amounts and timing of expected recoveries on the individual relationships in accordance with the state of progress in the recovery management process. These analytical evaluations take account of all the elements objectively connected with the counterparty and are in any case conducted by the position managers in compliance with the principle of sound and prudent management.

As regards the credit risk relating to relations with banks and financial institutions, the Group only uses partners with a high credit standing.

LIQUIDITY RISK

The liquidity risk is manifested as the inability to raise, an economically sustainable manner, the financial resources necessary for the Group's operations.

The two main factors that determine the Group's liquidity situation are, on the one hand, the resources generated or absorbed by operating and investment activities and, on the other, the expiry and renewal characteristics of the debt or liquidity of financial investments and market conditions.

The Group has adopted a series of policies and processes to optimise the management of financial resources, thereby reducing liquidity risk.

The Parent Company doValue identifies and monitors liquidity risk on a current and forward-looking basis. In particular, the prospective assessment takes account of probable developments in the cash flows connected with the Group's business.

One of the main instruments for mitigating liquidity risk is the holding of reserves of liquid assets and revolving credit lines. The liquidity buffer represents the amount of liquid assets held by the Group and readily usable under stress conditions and deemed appropriate in relation to the risk tolerance threshold specified.

In order to ensure efficient liquidity management, from the second quarter of the current financial year, treasury activities are largely centralised at the Holding level, with liquidity needs being met primarily from cash flows generated by the ordinary course of business and any surpluses being managed appropriately.

Management believes that the funds and credit lines currently available, in addition to the liquidity that will be generated by operations and financing activities, will enable the Group to meet its requirements for investment, working capital management and repayment of debt as it falls due.

doValue – Consolidated Interim Report at September 30, 2023

On
demand
Up to 3
months
3 to 12
months
1 to 5
years
Over 5
years
9/30/2023 12/31/2022
Loans and other
financing
- 3,953 25,330 551,896 - 581,179 568,503
Bank loans - 88 25,330 - - 25,418 126
Bank overdraft - - - - - - 37
Due to other lenders - - - - - - 4,380
Bonds - 3,865 - 551,896 - 555,761 563,960
Other financial
liabilities
113 23,979 42,929 38,326 10,404 115,751 116,481
Lease liabilities 113 2,459 9,538 28,306 3,617 44,033 49,938
Earn-out - - 33,391 10,020 6,787 50,198 44,649
Put option on non
controlling interests
- - - - - - 21,894
Others - 21,520 - - - 21,520
Trade payables 11,545 14,558 19,683 2,496 - 48,282 70,381
Other current
liabilities
4,711 20,745 21,135 8,113 895 55,599 75,754
Total 16,369 63,235 109,077 600,831 11,299 800,811 831,119

MARKET RISK - INTEREST RATE RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will change due to variations in the market price. The market price includes three types of risk: interest rate risk, currency risk and other price risks, such as, for example, the equity risk. The financial instruments affected by market risk include loans and financing, deposits, debt and equity instruments and financial derivative instruments.

The Group, which uses external financial resources in the form of debt and uses available liquidity in bank deposits, is exposed to interest rate risk, which represents the risk that the fair value or future cash flows of a financial instrument will change due to variations in market interest rates. The Group's exposure to the risk of variations in market interest rates is related to medium-term indebtedness with variable interest rates.

Thanks to the 2020 and 2021 fixed rate bonds, the structure of the Group's current medium-term debt is no longer exposed to interest rate risk.

ASSETS ALLOCATED FOR A SPECIFIC BUSINESS ACTIVITY

"Vitruvian" asset allocated for a specific business activity

On January 9, 2023, the contract to assign the loans was finalised with the investor investor Vitruvian Investments SA and therefore, as at September 30, 2023, there are no longer values representing the assets in question, which originated in 2021 against the collection by the subsidiary doNext of funds deriving from a passive loan contract allocated for a specific business activity and governed by articles 2447 - bis, paragraph 1 lett. B and 2447 – decies of the Italian civil code.

Operational risks

Operational risk is the risk of incurring losses due to the inadequacy or the failure of procedures, human resources and internal systems, or to external events.

This includes the following risks identified as part of the Group's activity and business:

  • transactional and process risks that include:
    • o the risks related to day-to-day operations borne by asset managers (e.g. timeliness of file allocation, requirements, mortgage guarantees);
    • o the handling of complaints from debtors and/or other third parties;
    • o the calculation of potential losses related to specific events ("risk events");
    • the risk of conduct, with a special reference to whistle-blowing events and violations of the corporate code of ethics;
    • external fraud;
    • IT risk, to be understood as the unavailability of software applications in use, vulnerabilities in software applications and security incidents in the computer network;
  • the concentration and performance risk of third-party suppliers used by the various Group companies, with a special reference to outsourcing services.

The objective of monitoring these risks is to mitigate their potential impact and/or probability from a cost/benefit perspective in line with the defined Risk Appetite.

The doValue Group adopts a set of controls, principles and rules to manage operational risk. In terms of organisation, the Enterprise Risk Management Function (hereinafter "ERM") was established in July 2022, whose mission is to ensure integrated risk management throughout the Group, acting as a facilitator of business growth and development by identifying, measuring and managing potential risks that may affect the Group.

The Enterprise Risk Management function was placed at Group level within the "Group Organisation & Enterprise Risk Management" area, reporting directly to the General Manager Corporate Functions. ERM's main organisational responsibilities are:

  • ensuring a Risk-Informed approach, i.e. providing information to doValue's Management and Board of Directors in order to support the decision-making process, based not only on expected performance but also on the underlying risk profile;
  • guaranteeing integrated monitoring of potentially applicable risk categories at Group level, in line with the model of second-level controls;
  • defining a common framework within the Group for identifying, assessing, measuring and monitoring risks, linking strategies, policies, processes and operating mechanisms and receiving information flows from local "Risk Management" functions and other functions where necessary;
  • ensuring Group-wide monitoring, analysis and reporting on the evolution of risks, their mitigation actions, the overall risk profile and compliance with identified risk tolerance thresholds;
  • supporting the monitoring of provisions for risks and charges in the Consolidated Financial Statements in cooperation with Group Finance.

In order to monitor and manage the Group's risks, a system of information flows has been implemented between the Group functions and local Risk Management on the different types of operational risk, which are summarised in a "Tableau de Bord" (TdB) to provide an overview of the risks monitored at Group level. This TdB, which is shared quarterly with the Chief Executive Officer and the Committees and interimly with the doValue Board of Directors, includes in particular a set of Key Risk Indicators (KRIs), prepared monthly and/or quarterly, considering local peculiarities and existing regulations.

LEGAL AND TAX RISKS

Risks connected with litigations

The Group operates in a legal and legislative context that exposes it to a vast range of possible litigation connected with the core business of servicing loan recovery under mandate, potential administrative irregularities and labour litigation.

The associated risks are assessed periodically in order to quantify a specific allocation to the "Provision for risks and charges" whenever an outlay is considered probable or possible on the basis of the information that becomes available, as provided for in the specific internal policies.

Risks connected with tax disputes

Regarding the events following the agreement reached with the Tax Authority in 2021 by the subsidiary doValue Spain Servicing S.A. (hereinafter "doValue Spain"), on May 11, 2023, the International Court of Arbitration of the International Chamber of Commerce issued the arbitral award condemning Altamira Asset Management Holdings S.L. (hereinafter "AAMH") to repay approximately €28 million, plus legal interest, in favor of the doValue Group. Similarly, doValue S.p.A. is required to make the Earn Out payment. The amounts related to the Spanish tax claim were paid in 2021 by doValue Spain to the Spanish Tax Authority in the context of the inspection launched in connection to facts and events occurred prior to the acquisition performed by doValue which took place in 2019. In response to this arbitral award, AAMH has initiated legal action, before the competent Spanish courts, seeking the partial annulment of the arbitral award concerning its obligation to pay the tax claim imposed under the arbitral award.

Regarding the enforcement action initiated by the Parent Company doValue and its subsidiary doValue Spain in July 2023 to enforce and collect the sums due from AAMH, on December 21, 2023, the competent court in Madrid issued an enforcement order, condemning AAMH to pay the amount specified in the arbitral award, leading to the seizure of all assets owned by AAMH. The enforcement procedure is subject to legal opposition.

In light of the above, the Group holds a contingent asset and expects to realize an amount of at least approximately €22 million.

Additionally, concerning the formal closure of the tax audit that the Parent Company has received by the Italian Tax Authority concerning the fiscal years 2015, 2016 and 2017, prior to the listing, at the end of April 2023, a tax assessment was received in connection with the 2016 finding and for which it filed a tax settlement proposal to activate the adequate protection measures and demonstrate, supported by a pool of professionals, the reasons for the correctness of the own conduct. Following the inability to reach a settlement agreement, on December 16, 2023, the settlement procedure was formally closed, and a judicial appeal was filed.

On December 19, 2023, a tax assessment was also received regarding the 2017 fiscal year finding. The Parent Company is currently evaluating, with the support of its consultant, the actions to be taken within the legal timeframe.

Considering the above for both tax assessments, the Company has deemed the risk of potential liabilities possible and considers the provision allocated in the financial statements appropriate, thereby confirming the assessments made in the Consolidated half-year Report as of June 30, 2023.

Capital management

For the purposes of the management of the Groups capital, it was defined that this includes the share premium reserve and all other reserves attributable to the shareholders of the Parent Company. The main objective of capital management is to maximise value for shareholders, safeguard business continuity, as well as support the development of the Group.

The Group therefore intends to maintain an adequate level of capitalisation, which at the same time makes it possible to achieve a satisfactory economic return for shareholders and to guarantee efficient access to external sources of financing.

The Group constantly monitors the evolution of the level of indebtedness to be compared to shareholders' equity and taking into account the generation of cash from the businesses in which it operates.

There are currently no financial covenants linked to a gearing ratio, i.e. the ratio between the net debt and the total capital plus the net debt, illustrated below.

(€/000)

9/30/2023
Restated
12/31/2022
Loans and other financing (Note 12) 581,179 568,503
Other financial liabilities (Note 13) 115,751 116,481
Trade payables (Note 16) 48,282 70,381
Other liabilities (Note 17) 55,599 75,754
Less: cash and cash equivalents (Note 9) (95,667) (134,264)
Net debt (A) 705,144 696,855
Equity 48,896 136,559
Equity and net debt (B) 754,040 833,414
Gearing ratio (A/B) 94% 84%

The table below reconciles the net debt figure shown in the previous table with the net financial indebtedness presented in Note 13 of the "Information on the consolidated balance sheet" section.

(€/000)

9/30/2023 12/31/2022
Net financial indebtness (Note 13) 601,263 546,340
Trade payables (Note 16) 48,282 70,381
Other liabilities (Note 17) 55,599 75,754
Current financial assets (Note 3) - 4,380
Net debt (A) 705,144 696,855

Commitments and guarantees provided

As at September 30, 2023, there were commitments totalling €1.1 million relating to units in collective investment undertakings (CIUs) to be subscribed for the restricted closed-end alternative securities investment fund denominated Italian Recovery Fund (formerly Atlante II) (see also Note 3).

The guarantees issued as at September 30, 2023, amounted to €0.9 million and are related to rented operating properties.

6. SEGMENT REPORTING

In accordance with IFRS 8, segment reporting was prepared as a breakdown of revenues by Region, intended as the location in which services are provided.

For management purposes, the Group is organised into business units based on the geographical areas of the southern European region in which it operates following the corporate acquisitions in Europe (doValue Spain at the end of June 2019 and doValue Greece in June 2020), illustrated below:

  • Italy: includes the companies operating in Italy, namely the Parent Company doValue, doData and doNext;
  • Hellenic Region: includes doValue Greece, doValue Greece RES, based in Greece, and investee companies of the doValue Spain based in Cyprus;
  • Iberia: includes companies based in Spain and Portugal, namely doValue Spain with the subsidiary Adsolum and doValue Portugal with the subsidiary Zarco, respectively.

(€/000)

First Nine Months 2023 Restated Italy Hellenic
Region
Iberia Infrasector Group
Revenue from contracts with customers 89,381 158,968 60,948 (11,539) 297,758
Other revenues 27,663 12,725 2,380 (3,868) 38,900
Total revenue 117,044 171,693 63,328 (15,407) 336,658
Costs for services rendered (4,913) (6,539) (6,882) - (18,334)
Personnel expenses (60,443) (56,933) (37,639) (23) (155,038)
Administrative expenses (37,071) (14,468) (15,783) 4,013 (63,309)
Other operating (expense)/income 1,879 (3) (148) - 1,728
Depreciation, amortisation and impairment (9,484) (26,195) (22,537) (17,127) (75,343)
Provisions for risks and charges (2,062) (731) (1,230) 2,459 (1,564)
Total costs (112,094) (104,869) (84,219) (10,678) (311,860)
Operating income 4,950 66,824 (20,891) (26,085) 24,798
Financial (expense)/income (12,427) (2,971) (5,059) (478) (20,935)
Dividends and ordinary similar income 21,300 - 5,876 (27,176) -
Profit (loss) before tax 13,823 63,853 (20,074) (53,739) 3,863
Income tax expense (6,364) (15,126) 724 (9,031) (29,797)
Net Profit (loss) from continuing
operations 7,459 48,727 (19,350) (62,770) (25,934)
Net profit (loss) for the period 7,459 48,727 (19,350) (62,770) (25,934)
Total assets (846,639) (472,359) (172,152) 503,198 (987,952)
of which: Intangible assets (18,812) (299,797) (74,667) (79,250) (472,526)
of which: Property, plant and equipment (15,052) (23,675) (13,466) - (52,193)
of which: Other non-current assets (312) (1,626) (1,024) - (2,962)
Total liabilities 692,382 211,519 194,585 (206,602) 891,884

Intra-sectoral revenues are derecognised at the consolidated level and are reflected in the "Intra-sectoral eliminations" column.

doValue – Consolidated Interim Report at September 30, 2023

7. BUSINESS COMBINATIONS RELATING TO COMPANY ENTERPRISES OR BUSINESS BRANCHES

Business combinations completed in the period

This section provides detailed information on business combinations involving companies or business units undertaken with counterparties outside the Group, which are accounted for using the purchase method as provided for under IFRS 3 "Business combinations".

Where applicable, qualitative information is also provided on business combinations involving companies or business units already controlled directly or indirectly by doValue, as part of the Group's internal reorganisations are also reported here. These transactions, which do not have economic substance, are accounted for in the financial statements of the seller and the buyer on a predecessor value basis.

No external or internal business combinations were recorded as at September 30, 2023.

Business combinations completed after the end of the period

On December 29, 2023, doValue Spain signed the acquisition of full control of Team 4 Collection & Consulting S.L.U., a subsidiary of the Arvato Group (Bertelsmann), to expand its business in the management of small unsecured tickets.

Retrospective adjustments

As at September 30, 2023, there were no retrospective adjustments relating to previous business combinations.

8. RELATED-PARTY TRANSACTIONS

INTRODUCTION

The provisions of IAS 24 apply for the purposes of disclosures on related parties. That standard defines the concept of related party and identifies the relationship between the related party and the entity preparing the financial statements.

Pursuant to IAS 24, related parties are classified into the following categories:

  • the Parent Company;
  • the companies that jointly control or exercise significant influence over the company;
  • the subsidiaries;
  • the associates;
  • the joint ventures; key management personnel;
  • close family members of key management personnel and subsidiaries, including jointly, by key management personnel or their close family;
  • other related parties.

In compliance with Consob Resolution no. 17221 of March 12, 2010, as amended, doValue has adopted the "Policy for the management of transactions with related parties and transactions conducted in situations of conflict of interest of the doValue Group", published on the corporate website of doValue (www.doValue.it), which defines the principles and rules for managing the risk associated with situations of possible conflict of interest engendered by the proximity of certain parties to decision-making centres.

To manage transactions with related parties, doValue established a Risks and Related Party Transactions Committee - composed of a minimum of 3 (three) and a maximum of 5 (five) members chosen from the non-executive members of the Board of Directors, and with the majority meeting independence requirements - charged with the task of issuing reasoned opinions to the Board of Directors regarding transactions with related parties in the cases governed by the procedure.

RELATED-PARTY TRANSACTIONS

During the period, low-value transactions with related parties of an ordinary nature and lesser importance were carried out, mainly attributable to contracts for the provision of services. All transactions with related parties carried out in the first nine months of 2023 were concluded in the interest of the Group and at market or standard conditions. The following table shows the values outstanding as at September 30, 2023. (€/000)

Financial Transactions Amount related to
"Other related
parties"
Total as per
financial
statement
% of
financial
statement
total
Non-current financial assets 2,022 52,374 3.9%
Trade receivables 3,565 158,902 2.2%
Total assets 5,587 211,276 2.6%
Trade payables 802 48,282 1.7%
Total liabilities 802 48,282 1.7%

(€/000)

Costs/Revenues Amount related
to "Other related
parties"
Total as per financial
statement
% of
financial
statement
total
Revenue from contracts with customers 21,001 297,758 7.1%
Other revenues 2,445 38,900 6.3%
Personnel expenses (1,332) (155,038) 0.9%
Other operating (expense)/income 281 1,728 16.3%
Financial (Expense)/Income (125) (20,935) 0.6%
Total 22,270 162,413 13.7%

With 25.05% of the shares, the ultimate parent company is Avio S.à r.l., a company incorporated under Luxembourg law that is affiliated with the Fortress group, which in turn was acquired by Softbank Group Corporation in December 2017.

Avio S.à r.l. does not exercise any management or coordination powers over doValue pursuant to Articles 2497 et seq. of the Italian Civil Code.

The main relations with other related parties relate to:

  • Securitisation SPVs: the Group carries out Master Servicing and Structuring activities: i.e. administrative, accounting, cash management and reporting services in support of the securitisation of loans; structuring services for securitisation transactions under Italian Law 130/1999 as well as performing the role of authorised entity in securitisation transactions. Some of these vehicles, in particular those linked to Softbank, fall within the scope of related parties and for the first nine months of 2023 the amount of revenues from contracts with customers for this category of customers amounts to €20.9 million, while other revenues are equal to €2.1 million with corresponding trade receivables of €2.5 million at September 30, 2023; for the vehicles Romeo SPV and Mercuzio Securitisation, for which the Group holds ABS notes, €2.0 million of financial assets, €195 thousand of other operating income and €125 thousand of financial expenses are also recorded;
  • Companies affiliated to the Fortress group (FIG Italia, FIG LLC, Fortress Investment Group LLC, Arx Asset Management s.r.l.): the Group mainly carries out due diligence on the indicated company and in the first nine months of 2023 accrued other revenues and other operating income of €247 thousand, in addition to having trade receivables of €679 thousand at the end of the period; there is also an active staff secondment relationship with one of the companies, which generated income of €392 thousand;
  • Companies affiliated to the Bain Capital Credit group (Beat Capital Partners Limited, Aptia Group Limited, Bain Capital Credit, Ltd): the Group recognizes trade receivables for €120 thousand at the end of the period;
  • Torre SGR S.p.A.: the company rented the Group a property for one of the main offices in Rome, which was disposed; trade payables for €37 thousand is the amount at the end of the period.
  • ReoCo: the Group manages property assets for certain ReoCo (real estate owned companies), with other revenue and other operating income during the period of €216 thousand and trade receivables of €204 thousand;
  • Eurolife FFH General Insurance Single Member Societé Anonyme: the company manages pension funds and medical insurance for the employees of the subsidiary doValue Greece. At September 30, 2023, personnel expenses of €1.7 million and trade payables of €0.8 million were recorded.

ANNEXES

Annex 1: RESTATEMENT OF THE CONSOLIDATED BALANCE SHEET

Total Net Equity and liabilities 987,952 (42,749) 1,030,702
Total liabilities 891,884 (6,040) 897,924
Liabilities associated with assets held for sale - - -
Total current liabilities 200,359 - 200,359
Other current liabilities 46,591 - 46,591
Tax liabilities 9,182 - 9,182
Other current financial liabilities
Trade payables
67,021
48,282
-
-
67,021
48,282
Loans and other financing 29,283 - 29,283
Current liabilities
Total non-current liabilities 691,525 (6,040) 697,565
Other non current liabilities 9,008 - 9,008
Deferred tax liabilities 42,828 (3,581) 46,409
Provisions for risks and charges 30,481 (2,459) 32,940
Employee benefits 8,582 (1) 8,583
Other non-current financial liabilities 48,730 1 48,729
Loans and other financing 551,896 - 551,896
Non-current liabilities
Total Net Equity 96,068 (36,709) 132,778
Net Equity attributable to Non-controlling interests 47,172 - 47,172
Net Equity attributable to the Shareholders of the Parent Company 48,896 (36,709) 85,606
Profit (loss) for the period attributable to the Shareholders of the Parent
Company
(25,667) (31,409) 5,742
Other reserves
Treasury shares
40,013
(4,006)
(5,300)
-
45,314
(4,006)
Valuation reserve (2,724) - (2,724)
Share capital 41,280 - 41,280
Shareholders' Equity
Total assets 987,952 (42,751) 1,030,702
Assets held for sale 16 - 16
Total current assets 324,973 - 324,973
Cash and cash equivalents 95,667 - 95,667
Other current assets 65,177 - 65,177
Trade receivables
Tax assets
158,902
5,010
-
-
158,902
5,010
Inventories 217 - 217
Current assets
Other non-current assets
Total non-current assets
2,962
662,963
-
(42,751)
2,962
705,713
Deferred tax assets 82,908 (14,541) 97,449
Non-current financial assets 52,374 - 52,374
Property, plant and equipment 52,193 - 52,193
Intangible assets 472,526 (28,210) 500,735
Non-current assets
Restated Change November
09, 2023
9/30/2023 9/30/2023
approved on

Annex 2: RESTATAMENT OF THE CONSOLIDATED INCOME STATEMENT

9/30/2023
Restated
Change 9/30/2023
approved on
November 09,
2023
Revenue from contracts with customers 297,758 - 297,758
Other revenues 38,900 - 38,900
Total revenue 336,658 - 336,658
Costs for services rendered (18,334) 1 (18,335)
Personnel expenses (155,038) - (155,038)
Administrative expenses (63,309) - (63,309)
Other operating (expense)/income 1,728 - 1,728
Depreciation, amortisation and impairment (75,343) (28,210) (47,133)
Provisions for risks and charges (1,564) 2,459 (4,023)
Total costs (311,860) (25,750) (286,110)
Operating income 24,798 (25,750) 50,548
Financial (Expense)/Income (20,935) - (20,935)
Profit (Loss) before tax 3,863 (25,750) 29,613
Income tax expense (29,797) (10,959) (18,838)
Net profit (loss) from continuing operations (25,934) (36,709) 10,775
Profit (Loss) for the period (25,934) (36,709) 10,775
o.w. Profit (loss) for the period attributable to the Shareholders of
the Parent Company (25,667) (31,409) 5,742
o.w. Profit (loss) for the period attributable to Non-controlling
interests
(267) (5,300) 5,033
Earnings per share
basic (0.32) (0.40) 0.07
diluted (0.32) (0.40) 0.07

Annex 3: RESTATAMENT OF THE CONSOLIDATED CASH FLOW STATEMENT

9/30/2023
Restated
Change 9/30/2023
approved on
November 09,
2023
Operating activities
Profit (loss) for the period befor tax 3,863 (25,750) 29,613
Adjustments to reconcile the profit (loss) before
tax with the net financial flows:
Capital gains/losses on financial assets/liabilities held
92,937 25,751 67,186
for trading and on financial assets/liabilities measured at
fair through profit or loss (+/-) (2,995) - (2,995)
Depreciation, amortisation and impairment 75,343 28,210 47,133
Change in net provisions for risks and charges 1,564 (2,459) 4,023
Financial (Expense)/Income
Costs for share-based payments
23,786
(4,761)
-
-
23,786
(4,761)
Change in working capital 19,388 - 19,388
Change in trade receivables 41,487 - 41,487
Change in trade payables (22,099) - (22,099)
Change in financial assets and liabilities 9,019 - 9,019
Other assets mandatorily measured at fair value 2,285 - 2,285
Financial assets measured at amortised cost 6,734 - 6,734
Other changes: (109,699) (1) (109,698)
Interests paid (23,331) - (23,331)
Payment of income taxes (18,371) - (18,371)
Other changes in other assets/other liabilities (67,997) (1) (67,996)
Cash flows generated by operations 15,508 - 15,508
Investing activities
Purchases of property, plant and equipment (1,423) - (1,423)
Purchases of intangible assets (7,748) - (7,748)
Net cash flows used in investing activities (9,171) - (9,171)
Funding activities
Dividends paid
(52,618) - (52,618)
Loans obtained 25,000 - 25,000
Repayment of loans (4,480) - (4,480)
Payment of principal portion of lease liabilities (12,836) - (12,836)
Sale/purchase of minority - - -
Net cash flows used in funding activities (44,934) - (44,934)
Net liquidity in the period (38,597) - (38,597)
Reconciliation
Cash and cash equivalents at the beginning of period
134,264 - 134,264
Net liquidity in the period (38,597) - (38,597)
Cash and cash equivalents at the end of the period 95,667 - 95,667

CERTIFICATIONS AND REPORTS

Certification pursuant article 154 BIS, paragraph 2 of Italian Legislative Decree no. 58 of 24 February 1998 (the Consolidated Financial Law)

Pursuant to Article 154 bis, paragraph 2, of the "Consolidated Law on Finance", Mr Davide Soffietti, in his capacity as the Financial Reporting Officer with preparing the financial reports of doValue S.p.A, certifies that the accounting information contained in the 'Consolidated Interim Report as at September 30,2023', is consistent with the data in the supporting documents and the Group's books of accounts and other accounting records.

Rome, January 12, 2024

Davide Soffietti

Financial Reporting Officer

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