AI assistant
Tinexta — Interim / Quarterly Report 2018
Aug 28, 2018
4493_ir_2018-08-28_5fda2c39-e871-49bc-9fed-170aeadcaaa8.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
HALF-YEAR FINANCIAL REPORT at 30/6/2018 at 30.06.2018
This English version of Tecnoinvestimenti's Half-Year Financial Report at 30.06.2018 is made available to provide non-Italian speakers a translation of the original document. Please note that in the event of any inconsistency or discrepancy between the English version and the Italian version, the original Italian version shall prevail.
CONTENTS
| COMPANY DATA and COMPOSITION OF THE CORPORATE GOVERNANCE BODIES 1 | |
|---|---|
| SUMMARY OF GROUP RESULTS 2 | |
| INTERIM REPORT ON OPERATIONS 3 | |
| GROUP ACTIVITIES 3 | |
| KEY EVENTS OF THE PERIOD 5 | |
| DEFINITION OF PERFORMANCE INDICATORS 6 | |
| GROUP ECONOMIC RESULTS 8 | |
| GROUP BALANCE SHEET AND FINANCIAL POSITION 13 | |
| KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST HALF OF 2018 16 | |
| OUTLOOK 16 | |
| CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 18 | |
| Consolidated Financial Statements 19 | |
| Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2018 23 | |
| Information on the Statement of financial position 40 | |
| Information on the Comprehensive income statement 58 | |
| Certification of the Condensed Interim Consolidated Financial Statements pursuant to art. 81-ter of | |
| Consob Regulation no. 11971 of 14 May 1999 and subsequent amendments and integrations 68 | |
| Report on review of Condensed Interim Consolidated Financial Statements 69 |
COMPANY DATA and COMPOSITION OF THE CORPORATE GOVERNANCE BODIES
Parent Company's Registered Office
Tecnoinvestimenti S.p.A. Piazza Sallustio 9 00187 Rome Italy
Statutory Information about the Parent Company
Share capital resolved € 47,207,120 - subscribed and paid-in € 46,573,120 Rome Company Register No. RM 1247386 Tax ID and VAT No. 10654631000 Website www.tecnoinvestimenti.it
Corporate governance bodies currently in office
Board of Directors Enrico Salza Chairman Pier Andrea Chevallard Managing Director Alessandro Potestà Director Riccardo Ranalli Director Laura Benedetto Director (independent) Elisa Corghi Director (independent) Gian Paolo Coscia Director (independent) Paola Generali Director (independent) Giada Grandi Director (independent) Lorena Pellissier Director (independent) Eugenio Rossetti Director (independent)
Control and Risks and Related Parties Committee
Giada Grandi Chairman Riccardo Ranalli Elisa Corghi Alessandro Potestà Eugenio Rossetti
Remuneration Committee
Riccardo Ranalli Paola Generali Lorena Pellissier
Board of Statutory Auditors
Luca Laurini Chairman Monica Mannino Standing Auditor Alberto Sodini Standing Auditor Domenica Serra Alternate Auditor Maria Cristina Ramenzoni Alternate Auditor
Independent Auditors KPMG S.p.A.
Manager responsible for the preparation of the Company's accounting documents Nicola Di Liello
| Registered and Operating Office | Operating Office |
|---|---|
Piazza Sallustio 9 - 00187 Rome Via Principi d'Acaia, 12 - 10143 Turin Via Meravigli, 7 - 20123 Milan
SUMMARY OF GROUP RESULTS
| Summary economic data (In thousands of Euro) |
1st Half 2018 IFRS 2018 |
1st Half 2018 IFRS 20171 |
1st Half 20172 |
Change IFRS 20173 |
Change % IFRS 2017 |
|---|---|---|---|---|---|
| Revenues | 114,510 | 114,347 | 85,404 | 28,943 | 33.9% |
| EBITDA | 28,873 | 28,525 | 18,386 | 10,139 | 55.1% |
| Operating profit | 21,808 | 21,459 | 12,389 | 9,070 | 73.2% |
| Net profit | 14,603 | 14,434 | 8,617 | 5,818 | 67.5% |
| Adjusted net profit | 16,269 | 16,100 | 10,296 | 5,804 | 56.4% |
| Summary equity-financial data (In thousands of Euro) |
30/6/2018 IFRS 2018 |
31/12/2017 | Change | Change % |
|---|---|---|---|---|
| Share capital | 46,573 | 46,573 | 0 | 0.0% |
| Shareholders' equity |
138,487 | 143,317 | -4,830 | -3.4% |
| Net financial indebtedness | 96,345 | 104,563 | -8,218 | -7.9% |
Since 1 January 2018, the Group has adopted IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments", which have led to changes in accounting policies and adjustments to the amounts entered in the accounts. Comparative 2017 data have not been restated, while the economic data for the subject period are also stated without applying IFRS 15 and IFRS 9. The comparative analyses of the Interim Report on Operations refer, unless otherwise indicated, to the 2018 data without application of IFRS 15 and IFRS 9.
1 The 2018 figures do not apply IFRS 15 and IFRS 9, adopted from 1 January 2018, in order to allow comparability with the 2017 data, thereby adopting the same accounting standards in effect during First Half 2017.
2 The comparative data of first half 2017 were re-stated in relation to the completion, in the second half of 2017, of identification of the fair values of the assets and liabilities of Sixtema S.p.A., consolidated on a line-by-line basis from 1 April 2017.
3 Note that, in order to allow effective comparability, changes in the economic results, unless otherwise indicated, refer to data for first half 2018, drawn up without application of IFRS 9 and IFRS 15 ("IFRS 2017"), compared to the data for first half 2017, also drawn up without the application of said principles.
INTERIM REPORT ON OPERATIONS
GROUP ACTIVITIES
The Tecnoinvestimenti Group operates in Italy and to a lesser extent abroad in three business units: Digital Trust, Credit Information & Management and Innovation & Marketing Services. The Group has developed rapidly in recent years, due to both organic growth and acquisitions, aimed at expanding the portfolio of products/services and extending the offering to market sectors considered strategic and synergistic.
The Group operates through three Business Units (BUs):
- The Digital Trust Business Unit proposes IT solutions to the market for digital identity and dematerialisation of processes in line with applicable regulations (including the new European eIDAS regulation) and customer and sector compliance standards, through various products and services such as certified e-mail (CEM), electronic storage, ature, e-invoicing, Telematic Trust Solutions and Enterprise Content Management Solutions. Digital Trust activities are provided by the Group through the InfoCert group and the Visura group.
For the purpose of carrying out activities as a manager of certified e-mail, electronic storage and ature, InfoCert is qualified as Certification Authority and accredited by the AgID (Agenzia per l'identità digitale, the governmental Agency for Digital Identity). The ability to provide said IT solutions is reserved for entities that meet certain legal requirements, in terms of both assets and organic and technological infrastructure. InfoCert has also been accredited by AgID as Identity Trust Provider, i.e. Digital Identity manager, which can issue digital identities to citizens and businesses, managing in total security the authentication of clients.
Visura and its subsidiary Lextel are active in the Digital Trust market, mainly through the sale of Telematic Trust Solutions and resale services of products such as certified e-mail, ature and electronic invoicing like InfoCert; they also offer telematic services and manage approximately 450 thousand client lists including professionals, professional firms, public administrations, professional associations and companies; through its ISI subsidiary, the Visura group also offers products and services in the IT sector for professional associations such as electronic filing, CAF Facile (the filing of 730 tax return statements and related documents) and certified e-mail.
Sixtema, 80%-owned by InfoCert since April 2017, provides IT and management services to companies, entities, associations and institutions, with a particular focus on the world of CNAs - Confederazione Nazionale dell'Artigianato (National Confederation of Artisans). It has its own data centre through which it provides software services via ASP and/or SaaS. Moreover, as service provider, it provides an integrated technological infrastructure service. Its offer comprises software solutions to comply with all tax obligations, employment legislation and other regulations in general.
Camerfirma, 51% owned by InfoCert since May 2018, leader in Spain in the Digital Trust sector and present in the South American market as well (Camerfirma Perù), mainly distributes digital certification services. It has launched the marketing of high value-added InfoCert products to banks and large companies operating on the Spanish market.
- The Credit Information & Management BU provides standard and value-added services mainly aimed at supporting processes for the granting, assessment and recovery of credit in both the banking and business sectors and operates through Innolva S.p.A.4 (created from the merger of the companies Assicom S.p.A. and Ribes S.p.A. in 2017) and RE Valuta S.p.A.
Innolva provides a complete range of IT services to support decision-making processes for the granting, assessment and recovery of credit, along with credit management and business information
4 As described in the note KEY EVENTS OF THE PERIOD, on 26 April 2018, Assicom Ribes changed its name to Innolva S.p.A.
services, through a business model characterised by the integration of services, with the aim of supporting SMEs at every stage of the credit management and recovery cycle. In May 2018, Innolva sold 70% of Creditreform Assicom Ticino, which belongs to the Creditreform network, an international organisation operating in the business information and credit recovery sector with which it operates on the Swiss market.
RE Valuta identifies and provides assessment services to define the effective value of real estate collateral during the granting of loans.
- The Innovation & Marketing Services BU operates in the market through the Co.Mark and Warrant groups, the latter acquired in November 2017. Through a team of TES® (Temporary Export Specialists®), Co.Mark provides value-added services aimed at supporting small and medium-sized companies or networks of companies in their internationalisation, in the search for customers and in creating business opportunities in Italy as well as abroad. In July 2015, Co.Mark TES S.L. was established in Barcelona with the objective of developing the innovative export model, also in support of the Spanish SMEs, which operate in a market very similar to the Italian one.
Warrant Group and its subsidiaries predominantly offer consulting services to companies that invest in productivity and R&D innovation to obtain subsidised and integrated loans, also through tools provided by the European Union, the Ministry of Economic Development and the Regions, and tools provided by the National Industry Plan 4.0. Warrant offers specific support to companies in managing relations with banks and in analysing company ratings in order to identify the most critical variables on which to implement actions to improve the company in view of Basel 2. Warrant Innovation Lab focuses on promoting the sharing of knowledge, ideas, products, technologies and methodologies among companies, universities and research centres, in order to systematically generate and support industrial innovation.
The chart that follows outlines the structure of the Tecnoinvestimenti Group, solely including controlling interests held, at 30 June 2018.
KEY EVENTS OF THE PERIOD
An overview of the key events that occurred in the first half of the year is provided as follows:
-
- On 8 February 2018, Cedacri, a Tecnoinvestimenti shareholder, completed the placement of 4.25% of the share capital at € 6.70 per share. Following the disposal, achieved through an accelerated book building procedure reserved for institutional investors, Cedacri's stake in Tecnoinvestimenti declined to 1.352%, with regard to which Cedacri undertook a 180-day lock-up commitment.
-
- On 1 March 2018, the Board of Directors of Assicom Ribes S.p.A (now Innolva S.p.A.) resolved to dispose of the stake held in Swiss company Creditreform Assicom Ticino SA since, after the changes made to the corporate structure of Assicom Ribes S.p.A. in 2017, this investment is no longer considered strategic. Innolva S.p.A. completed the sale on 22 May 2018. The transaction involved the disposal as at closing date of 70% of the share capital for a total of CHF 370 thousand over 4 years, expiring in 2022, with an early payment option. A call option will be provided on the remaining 30% at a pre-established price of CHF 150 thousand, to be exercised by the purchaser between the date of full payment of the instalment and 2023. Creditreform Assicom Ticino S.A. was consolidated into the Tecnoinvestimenti Group on a line-by-line basis until 31 May 2018, and with the equity method starting from 1 June.
-
- On 13 March 2018, InfoCert S.p.A. received a petition from Thron S.p.A. demanding the payment of € 200 thousand as a penalty due to the failure to comply with a confidentiality agreement, in addition to € 21,780 thousand due to greater damages suffered for alleged undue use of software. In acknowledging this judicial initiative, Tecnoinvestimenti S.p.A., for its part, having consulted with the management of InfoCert S.p.A., highlights the groundlessness of the arguments supporting the claims made. To that end, the appropriate judicial initiatives are underway.
-
- The Ordinary Shareholders' Meeting of 24 April 2018 renewed and set the number of members of the Board of Directors at 11 for the years 2018-2019-2020, as well as the Board's remuneration, confirming Enrico Salza as the Chairman of the Board of Directors. The Ordinary Shareholders' Meeting also appointed the Board of Statutory Auditors for the period 2018-2020 and resolved the distribution of a dividend of € 0.14 per ordinary share, for a total amount of € 6,520,236.80.
-
- On 26 April 2018, Assicom Ribes changed its name and became Innolva S.p.A. Innolva is the new name of the company fully owned by Tecnoinvestimenti S.p.A., which offers business information, risk monitoring and credit recovery services and is part of the Group's Credit Information & Management Business Unit. The company's change in name from Assicom Ribes S.p.A. to Innolva S.p.A. was approved by the company's Extraordinary Shareholders' Meeting on 28 March 2018 and became effective for all intents and purposes following registration with the Register of Companies of the Chamber of Commerce of Udine.
-
- On 3 May 2018, the Tecnoinvestimenti Group, through its subsidiary Infocert S.p.A., successfully completed the acquisition of AC Camerfirma SA (Camerfirma), leader in Spain in the Digital Trust sector, present in the South American market as well (Camerfirma Perù). Infocert has a 51% stake in the new company. The transaction will allow Infocert S.p.A. to pursue its growth strategy through:
- The creation of an international Trust Service Provider with solid roots and a clear focus on the European market;
- Integration of the respective offers and capabilities for effective coverage of the market;
- Optimisation of synergies in infrastructures, transactions, investments, innovation and development of new products/solutions.
The 51% acquisition of Camerfirma took place through the subscription of a share capital increase of € 3.1 million. InfoCert carried out the acquisition with internal resources.
- On 13 June 2018, Tecnoinvestimenti S.p.A. stated that, based on the results of the annual financial statements of the Group companies, the condition set forth in art. 3 of the Regulation of the "Warrant Tecnoinvestimenti 2016-2019" was satisfied for the year ended 31 December 2017. Therefore, Cedacri S.p.A. - shareholder that, based on the information publicly available, holds a 1.352% stake in Tecnoinvestimenti S.p.A. - will be entitled, up until 30 September 2018, to exercise the second tranche of warrants held up to a maximum of 317,000, corresponding to 317,000 new ordinary shares of Tecnoinvestimenti S.p.A. (equal to 0.681% of the latter's current share capital), at a subscription price of € 3.40 per share, determined in accordance with the relevant Regulation.
DEFINITION OF PERFORMANCE INDICATORS
Tecnoinvestimenti management evaluates the performance of the Group and of the business segments also on the basis of a number of indicators not envisaged by the IFRS.
With regard to said indicators, on 3 December 2015, CONSOB issued Communication no. 0092543/15, authorising application of the Guidelines issued on 5 October 2015 by the European Securities and Markets Authority (ESMA/2015/1415), regarding their presentation in the regulated information disclosed or in the statements published starting from 3 July 2016. These guidelines are intended to promote the usefulness and transparency of the alternative performance indicators included in the regulated information or in the statements falling within the scope of application of Directive 2003/71/EC, in order to improve their comparability, reliability and comprehensibility, when such indicators are not defined or envisaged by the financial reporting framework.
The criteria used to calculate these indicators are provided below, in line with the aforementioned communications.
EBITDA: Calculated as "Net profit" before "Income taxes", "Net financial income (charges)", "Share of profit of equity-accounted investments", "Amortisation/depreciation", "Provisions" and "Impairment", or as "Revenues" before "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".
Operating profit: Although the IFRS do not contain a definition of Operating profit, it is presented in the Statement of profit/(loss) and other components of the comprehensive statement of income and is calculated starting from EBITDA, net of "Amortisation/depreciation", "Provisions" and "Impairments".
Adjusted net profit: Calculated using "Net profit" net of non-recurring components and amortisation of intangible assets recognised upon allocation of the price paid for business combinations, net of tax effect. This indicator reflects the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operation of its core business.
Adjusted EPS: Obtained from the ratio of Adjusted net income and the weighted average number of ordinary shares outstanding during the period.
Net financial position (indebtedness): Determined in accordance with Consob Communication no. 6064293 of 28 July 2006 and the ESMA/2013/319 Recommendation, subtracting "Other current financial liabilities", "Derivative financial instruments payable" and "Other non-current financial liabilities" from "Cash and cash equivalents", "Other current financial assets" and "Current derivative financial instruments receivable".
Total net financial position (indebtedness): Calculated by adding the Net financial position (indebtedness), "Non-current derivative financial instruments receivable" and "Other non-current financial assets".
Free Cash Flow: Represents the cash flow available for the Group and is equal to the difference between the cash flow from operating activities and the cash flow for investments in capital assets. It is equal to the difference between "Net cash and cash equivalents generated by operations" and the sum of "Investments in property, plant and equipment" and "Investments in intangible assets" included in the Statement of Cash Flows.
Net non-current assets: The difference between "Non-current assets" and "Non-current liabilities", with the exception of:
- "Non-current derivative financial instruments payable"
- "Other non-current financial liabilities"
- "Non-current receivables from customers"
- "Contract cost assets"
Net working capital: The difference between "Current assets" and "Current liabilities", including "Noncurrent receivables from customers" and "Contract cost assets" and excluding:
- "Current derivative financial instruments receivable"
- "Other current financial assets"
- "Cash and cash equivalents"
- "Current derivative financial instruments payable"
- "Other current financial liabilities"
Net invested capital: The algebraic sum of Net non-current assets and Net working capital.
GROUP ECONOMIC RESULTS
The Group closed First Half 2018 with Revenues of € 114,510 thousand. EBITDA amounted to € 28,873 thousand, equal to 25.2% of revenues. Operating profit and Net profit amounted to € 21,808 thousand and € 14,603 thousand, respectively, equal to 19.0% and 12.8% of Revenues.
In order to ensure effective comparability with the economic results of First Half 2017, we have also presented the data for First Half 2018 without applying the international accounting standards IFRS 9 and 15 (stated in the column "1st Half 2018 IFRS 2017"). The comparative analyses, unless otherwise indicated, therefore refer to the data for First Half 2018, prepared without applying the accounting standards adopted from 1 January 2018.
| Abbreviated Consolidated income statement (in thousands of Euro) |
1st Half 2018 IFRS 2018 |
% | 1st Half 2018 IFRS 2017 |
% | 1st Half 2017 |
% | Change IFRS 2017 |
Change % IFRS 2017 |
|---|---|---|---|---|---|---|---|---|
| Revenues | 114,510 | 100.0% | 114,347 | 100.0% | 85,404 | 100.0% | 28,943 | 33.9% |
| EBITDA | 28,873 | 25.2% | 28,525 | 24.9% | 18,386 | 21.5% | 10,139 | 55.1% |
| Operating profit | 21,808 | 19.0% | 21,459 | 18.8% | 12,389 | 14.5% | 9,070 | 73.2% |
| Net profit | 14,603 | 12.8% | 14,434 | 12.6% | 8,617 | 10.1% | 5,818 | 67.5% |
Revenues rose by € 28,943 thousand or 33.9%, EBITDA by € 10,139 thousand or 55.1%, Operating profit by € 9,070 thousand or 73.2%, and Net profit by € 5,818 thousand or 67.5%. The results largely reflect the expansion of the Group's perimeter compared to First Half 2017, with the introduction of:
- Sixtema S.p.A., consolidated line-by-line as of 1 April 2017;
- Warrant Group, consolidated as of 1 December 2017;
- Camerfirma Group, consolidated as of 1 May 2018.
It is worthwhile noting the deconsolidation, following the sale, of Creditreform Assicom Ticino SA as of 1 June 2018. Starting from this date, the participation is accounted for using the equity method of the associated stake of 30%.
The table below shows the economic results net of non-recurring items.
| Income Statement net of non-recurring items (in thousands of Euro) |
1st Half 2018 IFRS 2018 |
% | 1st Half 2018 IFRS 2017 |
% | 1st Half 2017 |
% | Change IFRS 2017 |
Change % IFRS 2017 |
|---|---|---|---|---|---|---|---|---|
| Revenues | 114,330 | 100.0% | 114,168 | 100.0% | 85,404 | 100.0% | 28,764 | 33.7% |
| EBITDA | 29,229 | 25.6% | 28,881 | 25.3% | 19,523 | 22.9% | 9,358 | 47.9% |
| Operating profit | 22,163 | 19.4% | 21,815 | 19.1% | 13,526 | 15.8% | 8,289 | 61.3% |
| Net profit | 14,855 | 13.0% | 14,687 | 12.9% | 8,713 | 10.2% | 5,973 | 68.6% |
Net of the non-recurring items, Revenues were up by 33.7%, EBITDA by 47.9%, Operating profit by 61.3% and Net profit by 68.6%.
Non-recurring items
During First Half 2018, non-recurring revenues of € 179 thousand were recorded due to a capital gain on the sale of a capital property. Non-recurring operating costs were also recorded for € 535 thousand, of which € 401 thousand for costs linked to acquisitions of target companies and € 134 thousand in personnel reorganisation costs.
***
The calculation method of Adjusted net profit for the period is shown below, used to present the Group's operating performance, net of non-recurring items and the amortisation of intangible assets which arose at the time of allocation of the price paid in the business combinations (net of the tax effect). This indicator reflects the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operation of its core business, thus allowing a more homogeneous analysis of the Group's performance in the periods under comparison.
| Abbreviated Consolidated income statement (in thousands of Euro) |
1st Half 2018 IFRS 2018 |
1st Half 2018 IFRS 2017 |
1st Half 2017 |
Change IFRS 2017 |
Change % IFRS 2017 |
|---|---|---|---|---|---|
| Net profit | 14,603 | 14,434 | 8,617 | 5,818 | 67.5% |
| Non-recurring revenues | -179 | -179 | -179 | ||
| Non-recurring service costs | 401 | 401 | 757 | -356 | |
| Non-recurring personnel costs | 134 | 134 | 380 | -246 | |
| Amortisation of intangible assets recognised upon cost allocation (PPA) |
1,984 | 1,984 | 2,227 | -242 | |
| Non-recurring financial income | -747 | 747 | |||
| Tax effect | -674 | -674 | -937 | 263 | |
| Adjusted net profit | 16,269 | 16,100 | 10,296 | 5,804 | 56.4% |
The following table provides details of the Income statement for First Half 2018:
| Consolidated Income Statement (in thousands of Euro) |
1st Half 2018 IFRS 2018 |
% | 1st Half 2018 IFRS 2017 |
% | 1st Half 2017 |
% | Change IFRS 2017 |
Change % IFRS 2017 |
|---|---|---|---|---|---|---|---|---|
| Revenues | 114,510 | 100.0% | 114,347 | 100.0% | 85,404 | 100.0% | 28,943 | 33.9% |
| Total Operating Costs | 85,636 | 74.8% | 85,823 | 75.1% | 67,018 | 78.5% | 18,804 | 28.1% |
| Costs of raw materials | 2,875 | 2.5% | 2,430 | 2.1% | 2,843 | 3.3% | -413 | -14.5% |
| Service costs | 38,657 | 33.8% | 43,214 | 37.8% | 33,347 | 39.0% | 9,867 | 29.6% |
| Personnel costs | 38,447 | 33.6% | 39,165 | 34.3% | 29,801 | 34.9% | 9,364 | 31.4% |
| Contract costs | 4,644 | 4.1% | n.a. | n.a. | n.a. | n.a. | n.a. | n.a. |
| Other operating costs | 1,014 | 0.9% | 1,014 | 0.9% | 1,028 | 1.2% | -14 | -1.4% |
| EBITDA | 28,873 | 25.2% | 28,525 | 24.9% | 18,386 | 21.5% | 10,139 | 55.1% |
| Depreciation, amortisation, provisions and impairment |
7,066 | 6.2% | 7,066 | 6.2% | 5,996 | 7.0% | 1,069 | 17.8% |
| Operating profit | 21,808 | 19.0% | 21,459 | 18.8% | 12,389 | 14.5% | 9,070 | 73.2% |
| Financial income | 82 | 0.1% | 82 | 0.1% | 899 | 1.1% | -817 | -90.9% |
| Financial charges | 1,077 | 0.9% | 967 | 0.8% | 972 | 1.1% | -5 | -0.5% |
| Result of equity-accounted investments | 30 | 0.0% | 30 | 0.0% | 2 | 0.0% | 28 | 1135.2% |
| Profit before taxes | 20,843 | 18.2% | 20,604 | 18.0% | 12,318 | 14.4% | 8,286 | 67.3% |
| Income taxes | 6,240 | 5.4% | 6,170 | 5.4% | 3,701 | 4.3% | 2,469 | 66.7% |
| Net profit | 14,603 | 12.8% | 14,434 | 12.6% | 8,617 | 10.1% | 5,818 | 67.5% |
Revenues rose from € 85,404 thousand in First Half 2017 to € 114,347 thousand in First Half 2018, with an increase of € 28,943 thousand or 33.9%, mainly due to full consolidation of the Warrant group (from 1 December 2017) and of the Camerfirma group, consolidated on a line-by-line basis from 1 May 2018, and Sixtema S.p.A., consolidated on a line-by-line basis from 1 April 2017. The change in revenues attributable to the change in perimeter (including the deconsolidation of Creditreform as of 1 June 2018) was 30.3%, while the remaining 3.6% is due to organic change.
Operating costs rose from € 67,018 thousand in First Half 2017 to € 85,823 thousand in First Half 2018, for an increase of 28.1% or € 18,804 thousand. The variation is due largely, as reported in the revenues section, to the expansion in the scope of consolidation. The change in operating costs attributable to the change in perimeter was 23.9%, while the remaining 4.1% is due to organic change. The item Contract costs, introduced following application of IFRS 15, includes the periodic release of the period's share of the incremental cost assets capitalised for obtaining or fulfilling contracts with customers.
The item Depreciation, amortisation, provisions and impairment, for € 7,066 thousand (€ 5,996 thousand in First Half 2017) includes € 1,984 thousand in amortisation of intangible assets arising upon allocation of the excess cost paid in business combinations, mainly relating to Innolva and to the Visura and Co.Mark groups.
The balance of Financial income and charges during First Half 2018 is negative for € 885 thousand (€ 74 thousand in First Half 2017). Financial charges of € 967 thousand predominantly comprise interest expense on bank loans for € 490 thousand and interest to the majority shareholder, Tecno Holding S.p.A., for € 248 thousand. Particular mention goes to recognition in First Half 2017 of the income achieved in the acquisition of control of Sixtema for € 747 thousand, leading to the significant change between First Half 2018 and First Half 2017.
Estimated Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amount to € 6,170 thousand. The tax rate is 29.9%, in line with the prior period (30.0%).
Results by business segment
The results of the business segments are measured through the analysis of performance of Revenues and EBITDA. In particular, management believes that EBITDA provides a good indication of performance as it is not influenced by tax regulations and amortisation policies.
The table that follows shows the growth dynamics by business segment, listing the respective revenues compared with the previous year:
| EBITDA % | EBITDA % | Change % IFRS 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Summary Income Statement by business segment (thousands of Euro) |
1st Half 2018 IFRS 2018 |
1st Half 2018 IFRS 2018 |
1st Half 2018 IFRS 2017 |
1st Half 2018 IFRS 2017 |
1st Half 2017 |
EBITDA % 1st Half 2017 |
Change IFRS 2017 |
Total | Organic | Perimeter |
| Revenues | ||||||||||
| Digital Trust | 45,682 | 45,520 | 39,184 | 6,336 | 16.2% | 5.9% | 10.2% | |||
| Credit Information & Management |
37,170 | 37,170 | 36,813 | 358 | 1.0% | 1.1% | -0.2% | |||
| Innovation & Marketing Services | 31,656 | 31,656 | 9,407 | 22,250 | 236.5% | 3.5% | 233.1% | |||
| Other segments (Parent Company) |
0 | 0 | 1 | -1 | -60.1% | -60.1% | 0.0% | |||
| Total Revenues | 114,510 | 114,347 | 85,404 | 28,943 | 33.9% | 3.6% | 30.3% | |||
| EBITDA | ||||||||||
| Digital Trust | 11,642 | 25.5% | 11,319 | 24.9% | 10,039 | 25.6% | 1,280 | 12.7% | 7.9% | 4.9% |
| Credit Information & Management |
7,554 | 20.3% | 7,554 | 20.3% | 7,462 | 20.3% | 92 | 1.1% | 1.1% | 0.1% |
| Innovation & Marketing Services | 13,012 | 41.1% | 12,986 | 41.0% | 3,677 | 39.1% | 9,309 | 253.2% | -0.4% | 253.6% |
| Other segments (Parent Company) |
-3,335 | n.a. | -3,335 | n.a. | -2,793 | n.a. | -542 | -19.4% | -19.4% | 0.0% |
| Total EBITDA | 28,873 | 25.2% | 28,525 | 24.9% | 18,386 | 21.5% | 10,139 | 55.1% | 1.7% | 53.4% |
| Summary Income Statement | 1st | EBITDA % | 1st | EBITDA % | EBITDA % | Change % IFRS 2017 | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| by business segment net of non-recurring items |
Half 2018 IFRS 2018 |
1st Half 2018 IFRS 2018 |
Half 2018 IFRS 2017 |
1st Half 2018 IFRS 2017 |
1st Half 2017 |
1st Half 2017 |
Change IFRS 2017 |
Total | Organic | Perimeter |
| Revenues | ||||||||||
| Digital Trust | 45,503 | 45,341 | 39,184 | 6,157 | 15.7% | 5.5% | 10.2% | |||
| Credit Information & Management |
37,170 | 37,170 | 36,813 | 358 | 1.0% | 1.1% | -0.2% | |||
| Innovation & Marketing Services |
31,656 | 31,656 | 9,407 | 22,250 | 236.5% | 3.5% | 233.1% | |||
| Other segments (Parent Company) |
0 | 0 | 1 | -1 | -60.1% | -60.1% | 0.0% | |||
| Total Revenues | 114,330 | 114,168 | 85,404 | 28,764 | 33.7% | 3.4% | 30.3% | |||
| EBITDA | ||||||||||
| Digital Trust | 11,505 | 25.3% | 11,183 | 24.7% | 10,039 | 25.6% | 1,144 | 11.4% | 6.5% | 4.9% |
| Credit Information & Management |
7,814 | 21.0% | 7,814 | 21.0% | 7,992 | 21.7% | -178 | -2.2% | -2.4% | 0.1% |
| Innovation & Marketing Services |
13,012 | 41.1% | 12,986 | 41.0% | 3,677 | 39.1% | 9,309 | 253.2% | -0.4% | 253.6% |
| Other segments (Parent Company) |
-3,102 | n.a. | -3,102 | n.a. | -2,186 | n.a. | -917 | -41.9% | -41.9% | 0.0% |
| Total EBITDA | 29,229 | 25.6% | 28,881 | 25.3% | 19,523 | 22.9% | 9,358 | 47.9% | -2.4% | 50.3% |
The following table shows the economic results by business segments, net of non-recurring items:
Comments on the results of the individual business segments, net of non-recurring items, are provided below. Moreover, in order to ensure effective comparability with the results of First Half 2017, the comments refer to the data for First Half 2018, prepared without applying the accounting standards adopted from 1 January 2018 (IFRS 2017).
Digital Trust
Revenues from the Digital Trust segment amounted to € 45,341 thousand in First Half 2018. The increase over First Half 2017 amounts to 15.7%, or € 6,157 thousand in absolute terms, consisting of 5.5% due to organic growth and 10.2% as a result of growth by acquisitions compared to First Half 2017, following full consolidation of Sixtema S.p.A. from 1 April 2017 and of the Camerfirma group from 1 May 2018.
EBITDA for the segment was € 11,183 thousand in First Half 2018. The increase over the EBITDA for First Half 2017 amounts to 11.4%. Organic growth amounted to 6.5%, while the contribution of Sixtema S.p.A. and of the Camerfirma group due to the aforementioned growth in perimeter was 4.9%. In percentage terms, the EBITDA margin (impact of EBITDA on Revenues) was 24.7%, down slightly compared to First Half 2017. The decrease is attributable to Sixtema (consolidated from April 2017), which has lower margins than other companies in the segment (Infocert and Visura group).
The InfoCert group recorded positive results. Growth in revenues amounts to € 6,270 thousand, a percent increase of 20.5% over the previous year. EBITDA is up by 15.2%, due to the higher turnover volumes arising from a general increase in sales recorded by almost all company products and services in the Mass market (web site) as well as in the Solutions market (Major Customers). Growth in the Solutions market is attributable to the growing capacity of InfoCert to not only act as Certification Authority on the market, but also as promoter of innovative solutions to support the business processes of business customers.
The results achieved, apart from what is described above, are also the result of industrial and commercial synergies developed between the two groups (InfoCert and Visura) and aimed at directing the Digital Trust offering also to the world of trade associations and professionals.
It is also worthwhile noting the contribution of the recently acquired Camerfirma group, consolidated on a line-by-line basis from May 2018, with revenues of € 925 thousand and EBITDA of € 343 thousand.
The Visura group is in line with the expected trend, with revenues essentially stable and EBITDA up by 3.1% compared to the same period of the prior year.
Credit Information & Management
Revenues in the Credit Information & Management segment amounted to € 37,170 thousand. Compared to First Half 2017, a slight growth of 1.0% was recorded, comprising organic growth of 1.1% and a decrease due to change in perimeter compared to First Half 2017 of -0.2% as a result of deconsolidation of Creditreform Assicom Ticino SA from June 2018.
In terms of margins, EBITDA is down slightly (-2.2%) compared to the same period of the prior year, amounting to € 7,814 thousand. The EBITDA margin equaled 21.0%, compared to 21.7% in First Half 2017.
In the Credit Information & Management sector, Assicom Ribes S.p.A. changed its name to become Innolva S.p.A. in early 2018, and the Chamber of Commerce database investment project was completed. After establishment of the initial structure, information in the proprietary data base is constantly updated through steady annual investments. The underlying reasons for the investment are: the possibility of developing an offering aligned with market demand, which calls for the launch of innovative products and the proposition of the associated additional services; independence in the procurement phases from the main competitors and the possibility of guaranteeing the highest quality standards with respect to the depth of the data underlying the analyses and the accuracy guaranteed by their continuous updating. Moreover, as indicated in the paragraph Key events subsequent to the end of First Half 2018, the company Innolva completed its acquisition of the companies Comas S.r.l. and Webber S.r.l., two companies active in the sale of business and real estate information through the internet. The strategy is aimed at strengthening the positioning on the web and increasing Innolva's market share. Comas S.r.l. and Webber S.r.l., respectively established in 1976 and 2013, are predominantly active in the resale, through the web, of business information such as filings with the Chambers of Commerce, cadastral property registries, the automobile registry and the Registry Office, court certificates, reports on natural and legal persons and other information services.
Overall, in the half-year just ended, Innolva S.p.A. recorded a decrease in revenues due to various reasons, such as: extraordinary merger transactions between banking institutes of the company's customer portfolio, leading to a rationalisation of information provided by Innolva S.p.A., aggressive pricing policies by the associated competitors, a general stagnancy of demand and a decline in sales volumes in the credit recovery segment. Operating costs also declined, due to the reduction in costs arising from the industrial synergies achieved following the merger of Assicom and Ribes.
The company Re Valuta S.p.A. recorded higher turnover in First Half 2018 compared to the same period of the prior year, with results up (+38.3%), thanks to a general increase in volumes of the major customers and acquisition of new ones. EBITDA rose from € 850 thousand in 2017 to € 1,407 thousand in 2018, for an absolute increase of € 557 thousand or 65.5% of revenues.
Innovation & Marketing Services
Revenues for the segment amounted to € 31,656 thousand in First Half 2018, an increase over the first half of the previous year of € 22,250 thousand (+236.5%). EBITDA amounted to € 12,986 thousand, up compared to First Half 2017 by € 9,309 thousand (+253.2%).
On a like-for-like basis with respect to First Half 2017 (only the Co.Mark group, which includes Co.Mark S.p.A. and Co.Mark Spagna), thereby excluding the contribution of Warrant group, consolidated on 1 December 2017, revenues rose 3.5%, while EBITDA was essentially stable. This trend is attributable to the investments in the organisational structure, made to support the growth in business of both Co.Mark S.p.A. as well as Co.Mark TES (Spain). The contracts arising from the "Voucher for Internationalisation" grants, launched late due to postponement of the publication of the relative call for tenders by the Ministry of Economic Development, are ready and began to generate revenues from Second Quarter 2018.
The Warrant group, acquired in December 2017, contributed to the results of the segment with revenues of € 21,923 thousand and EBITDA of € 9,330 thousand. The EBITDA margin for the period amounted to 42.6%. Performance of the Warrant group during the half-year confirms the positive trends already recorded in prior periods.
GROUP BALANCE SHEET AND FINANCIAL POSITION
The Group's balance sheet at 30 June 2018 compared with 31 December 2017, is reported as follows:
(in thousands of Euro)
| 30/6/2018 | % of Net invested capital/Total sources |
31/12/2017 | % of Net invested capital/Total sources |
Change | Change % | |
|---|---|---|---|---|---|---|
| Intangible assets and goodwill | 254,102 | 108.2% | 252,693 | 101.9% | 1,409 | 0.6% |
| Property, plant and equipment | 8,047 | 3.4% | 8,287 | 3.3% | -239 | -2.9% |
| Other net non-current assets and liabilities | -19,150 | -8.2% | -16,758 | -6.8% | -2,392 | 14.3% |
| Net non-current assets | 242,999 | 103.5% | 244,221 | 98.5% | -1,222 | -0.5% |
| Inventories | 963 | 0.4% | 2,072 | 0.8% | -1,109 | -53.5% |
| Contract cost assets | 5,874 | 2.5% | n.a. | n.a. | 5,874 | n.a. |
| Trade and other receivables* | 83,548 | 35.6% | 80,543 | 32.5% | 3,004 | 3.7% |
| Contract assets | 5,365 | 2.3% | n.a. | n.a. | 5,365 | n.a. |
| Current tax assets | 1,490 | 0.6% | 1,990 | 0.8% | -500 | -25.1% |
| Assets held for sale | 199 | 0.1% | 199 | 0.1% | 0 | 0.0% |
| Trade and other payables | -52,434 | -22.3% | -47,725 | -19.3% | -4,709 | 9.9% |
| Contract liabilities and deferred income | -41,576 | -17.7% | -26,593 | -10.7% | -14,983 | 56.3% |
| Current employee benefits | -388 | -0.2% | -360 | -0.1% | -28 | 7.7% |
| Current tax liabilities | -11,078 | -4.7% | -6,125 | -2.5% | -4,953 | 80.9% |
| Current provisions for risks and charges | -130 | -0.1% | -342 | -0.1% | 212 | -62.0% |
| Net working capital | -8,167 | -3.5% | 3,659 | 1.5% | -11,826 | -323.2% |
| Total loans - net invested capital | 234,832 | 100.0% | 247,880 | 100.0% | -13,048 | -5.3% |
| Shareholders' equity | 138,487 | 59.0% | 143,317 | 57.8% | -4,830 | -3.4% |
| Net financial indebtedness | 96,345 | 41.0% | 104,563 | 42.2% | -8,218 | -7.9% |
| Total sources | 234,832 | 100.0% | 247,880 | 100.0% | -13,048 | -5.3% |
* The item Trade and other receivables includes non-current receivables from customers
The following is the breakdown of Other net non-current assets and liabilities:
| Other net non-current assets and liabilities 30/6/2018 31/12/2017 Change Change % Equity-accounted investments 183 25 158 Other investments 29 49 -20 Other financial assets except for derivative fin. instruments 850 543 306 Derivative financial instruments 37 40 -3 Deferred tax assets 8,573 5,556 3,017 Other receivables 678 385 293 Non-current assets 10,350 6,598 3,752 Provisions -1,484 -1,598 113 Deferred tax liabilities -9,459 -9,345 -114 Employee benefits -11,599 -10,977 -622 |
in thousands of Euro | ||||
|---|---|---|---|---|---|
| 644.0% | |||||
| -40.2% | |||||
| 56.4% | |||||
| -7.9% | |||||
| 54.3% | |||||
| 76.3% | |||||
| 56.9% | |||||
| -7.1% | |||||
| 1.2% | |||||
| 5.7% | |||||
| Contract liabilities and deferred income | -6,958 | -1,437 | -5,521 | 384.3% | |
| Non-current liabilities -29,500 -23,356 -6,143 |
26.3% | ||||
| Other net non-current assets and liabilities -19,150 -16,758 -2,392 |
14.3% |
Shareholders' equity is down by € 4,830 thousand, mainly due to the application at 1 January 2018 of the international accounting standards IFRS 15 and IFRS 9. Adoption of IFRS 15 involved the recognition, at 1 January 2018, of lower equity reserves for € 8,353 thousand, net of taxes. Adoption of IFRS 9 involved the recognition, at 1 January 2018, of greater equity reserves for € 519 thousand, net of taxes. The further changes in Shareholders' equity during the period mainly regarded dividends resolved by the Group (€ 12,067 thousand) and adjustment of the Put options on minority interests (€ 2,550 thousand), net of the comprehensive statement of income for the period (€ 14,607 thousand) and the increase of minority interests due to full consolidation of the Camerfirma group (€ 3,000 thousand). Please consult the Statement of changes in equity for an overview of all changes.
Net working capital decreased from € 3,659 thousand at 31 December 2017 to € -8,167 thousand at 30 June 2018. The decrease is mainly due to the effect of adoption of IFRS 15, without therefore any impact on liquidity, which involved, at 1 January 2018, recognition of Current contract liabilities for € 9.3 million. Application of said standard required recognition of the following items in the financial statements:
- Contract cost assets: these include capitalised incremental costs to obtain contracts with customers and capitalised costs incurred to carry out contracts with customers that do not fall under the scope of application of other principles;
- Contract assets: these represent the Group's right to obtain consideration for goods or services transferred to the customer when the right is subject to something other than the passing of time. These assets are stated separately from Trade receivables, which solely include rights not impacted by the consideration;
- Contract liabilities: these represent the Group's obligation to transfer to the customer goods or services for which the Group has received consideration from the customer or for which consideration is due.
Net non-current assets at 30 June 2018 amounted to € 242,999 thousand and are essentially in line (-0.5%) with respect to 31 December 2017 (€ 244,221 thousand). Of this balance, € 254,102 thousand refers to Intangible assets and goodwill. Note that the excess cost paid for the Warrant Group acquisition (equal to € 52,987 thousand) was provisionally allocated to goodwill, as all of the information needed for an accurate allocation of the price paid was still not available. This information will be collected and processed in time for drawing up of the 2018 Financial Statements. Application of the new IFRS 15 from 1 January 2018 involved a substantial reduction in Deferred tax assets (tax effect) and Contract liabilities.
Group Net Financial Position
The table below shows a breakdown of the Group's Net financial indebtedness at 30 June 2018 compared to the same position at 31 December 2017:
in thousands of Euro
| 30/6/2018 | 31/12/2017 | Change | % | |
|---|---|---|---|---|
| A Cash | 43,316 | 36,953 | 6,363 | 17.2% |
| B Cash equivalents | 36 | 34 | 2 | 7.0% |
| D Liquid assets (A+B) | 43,352 | 36,987 | 6,366 | 17.2% |
| E Current financial receivables | 4,110 | 4,311 | -200 | -4.7% |
| F Current bank debt | -817 | -1,297 | 480 | -37.0% |
| G Current portion of non-current debt | -7,579 | -7,355 | -224 | 3.0% |
| H Other current financial debt | -77,453 | -13,071 | -64,382 | 492.6% |
| I Current financial debt (F+G+H) | -85,849 | -21,723 | -64,126 | 295.2% |
| J Net current financial indebtedness (D+E+I) | -38,387 | 19,574 | -57,961 | -296.1% |
| K Non-current bank debt | -38,399 | -43,058 | 4,658 | -10.8% |
| L Other non-current financial debt | -19,559 | -81,079 | 61,520 | -75.9% |
| M Non-current financial debt (K+L) | -57,958 | -124,137 | 66,178 | -53.3% |
| N Net financial position (indebtedness) (J+M)(*) | -96,345 | -104,563 | 8,218 | -7.9% |
| O Other non-current financial assets | 887 | 584 | 303 | 51.9% |
| P Total net financial positon (indebtedness) (N+O) | -95,458 | -103,979 | 8,521 | -8.2% |
(*) Net financial indebtedness computed in accordance with the provisions of Consob Communication no. 6064293 of 28 July 2006 and consistent with the ESMA/2013/319 Recommendation
Net financial indebtedness decreased from € 104,563 thousand at 31 December 2017 to € 96,345 thousand at 30 June 2018. Net financial indebtedness at 30 June 2018 includes: € 53,122 thousand in liabilities linked to the purchase of minority interests for Put options, € 3,697 thousand in liabilities for contingent consideration linked to the acquisitions and € 9,535 thousand in liabilities for price deferments granted by sellers.
The change in the item Other current financial debt almost entirely offset by a similar change of opposite sign of the item Other non-current financial debt is attributable to the reclassification from "non-current" to "current" of the PUT options expiring in the first half of 2019, in addition to the debt of € 25 million to parent company Tecno Holding S.p.A.
The main factors impacting the change in Net financial indebtedness are summarised below.
| Net financial indebtedness at 31/12/2017 | 104,563 |
|---|---|
| Free Cash Flow | -22,730 |
| Dividends resolved | 12,067 |
| Adjustment for PUT options | 2,550 |
| IFRS 9 adjustment | -682 |
| NFP Camerfirma group (30/4/2018) | -461 |
| Net financial (income) charges | 995 |
| Other residual | 44 |
| Net financial indebtedness at 30/6/2018 | 96,345 |
• The Free Cash Flow generated during the period amounted to € 22,730 thousand, of which €29,875 thousand in Net cash and cash equivalents generated by operations net of € 7,144 thousand absorbed by investments in property, plant and equipment and intangible assets.
- Dividends resolved for € 12,067 thousand, of which € 5,547 thousand from Group companies to minority interests and € 6,520 resolved by Tecnoinvestimenti S.p.A.
- The IFRS 9 adjustment at 1 January 2018 resulted in a reduction in bank debt of € 682 thousand, to account for the change in cash flows following the refinancing that took place in 2017 (pursuant to Note 28 of the 2017 Consolidated Financial Statements), to be immediately recognised in profit/(loss) for the year in accordance with IFRS 9.
KEY EVENTS SUBSEQUENT TO THE END OF FIRST HALF 2018
On 5 July 2018, the company Innolva S.p.A. completed its acquisition of Comas S.r.l. and Webber S.r.l., two companies active in the sale of business and real estate information through the internet. The transaction is part of the broader strategy aimed at strengthening the positioning on the web and increasing Innolva's market share. Comas S.r.l. and Webber S.r.l., respectively established in 1976 and 2013, are predominantly active in the resale, through the internet, of business information such as filings with Chambers of Commerce, property cadastral registries, the automobile registry and the Registry Office, court certificates, reports on natural and legal persons and other information services. Through the Comas and Webber web sites, Innolva will commercialize its higher value-added products, such as business information, marketing lists, scoring and rating, and will invest in its positioning, starting from this platform that boasts approximately 2.5 million unique visitors per year. The total consideration for the two companies amounts to € 9.25 million, of which € 0.49 million paid, as a deferred price, over 5 years with regular payments. The transaction will be funded by internal resources.
On 9 July 2018, Tecnoinvestimenti S.p.A. signed two Capped Swap derivative contracts with UBI Banca. These derivative contracts were stipulated to hedge the risk connected to variability in the cash flows due to fluctuation in the Euribor 6-month interest rate (Cash Flow Hedge) on the Cariparma Line B and UBI loans, which expire on 30 June 2023 (as better defined in Note 30 to the Condensed Interim Consolidated Financial Statements). Both contracts envisage a maximum Euribor 6-month rate of 1.5%.
On 12 July 2018, Tecnoinvestimenti S.p.A. completed the purchase of an additional 10% of Co.Mark S.p.A., which operates in the Innovation & Marketing Services Business Unit, for a total amount of € 6,296 thousand, following exercising of the second put option by minority shareholders within the contractually envisaged times. The initial acquisition contract for 70% of the share capital indeed envisaged that the remaining 30%, held by the founding shareholders, be subject to Put&Call option rights, which may be exercised in three annual tranches of 10% each, at a price calculated through the application of a variable multiple on annual EBITDA, taking into account the net financial position and on the basis of the growth rates recorded. Tecnoinvestimenti's stake in Co.Mark S.p.A. has thus risen to 90%.
On 23 July 2018, following the resignation of Mr. Alessandro Barberis, director as well as Deputy Chairman, the Board of Directors co-opted Mr. Gian Paolo Coscia, as first non-elected candidate from the majority list in the Shareholders' Meeting of 24 April 2018 (the same list that included the outgoing director).
OUTLOOK
Tecnoinvestimenti will continue its policy to integrate Group companies, maximising growth opportunities and synergies, and developing externally as well, which remains a central element of its strategy.
The solid results achieved in the first six months of the year, the positive growth trend of our businesses and the consolidation of recently acquired companies permit the confirmation that the growth targets for the current year, as outlined in the 2018-2020 Business Plan, will be amply achieved.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
30 June 2018 Statements and Notes
Consolidated Financial Statements
Consolidated Statement of Financial Position
| in thousands of Euro | Notes | 30/6/2018 | 31/12/2017 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 14 | 8,047 | 8,287 |
| Intangible assets and goodwill | 15 | 254,102 | 252,693 |
| Equity-accounted investments | 16 | 183 | 25 |
| Other investments | 16 | 29 | 49 |
| Other financial assets, excluding derivative financial instruments | 17 | 850 | 543 |
| - of which vs Related parties | 44 | 8 | 0 |
| Derivative financial instruments | 25 | 37 | 40 |
| Deferred tax assets | 18 | 8,573 | 5,556 |
| Trade and other receivables | 21 | 1,014 | 643 |
| Contract cost assets | 19 | 4,413 | n.a. |
| NON-CURRENT ASSETS | 277,248 | 267,836 | |
| Inventories | 22 | 963 | 2,072 |
| Other financial assets, excluding derivative financial instruments | 23 | 4,110 | 4,311 |
| Current tax assets | 24 | 1,490 | 1,990 |
| - of which vs Related parties | 44 | 1,133 | 1,167 |
| Trade and other receivables | 21 | 83,211 | 80,285 |
| - of which vs Related parties | 44 | 473 | 563 |
| Contract assets | 20 | 5,365 | n.a. |
| Contract cost assets | 19 | 1,461 | n.a. |
| Cash and cash equivalents | 26 | 43,352 | 36,987 |
| Assets held for sale | 199 | 199 | |
| CURRENT ASSETS | 140,152 | 125,843 | |
| TOTAL ASSETS | 417,400 | 393,679 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 46,573 | 46,573 | |
| Reserves | 88,387 | 96,207 | |
| Shareholders' equity attributable to the Group | 134,961 | 142,780 | |
| Minority interests | 3,527 | 537 | |
| TOTAL SHAREHOLDERS' EQUITY | 27 | 138,487 | 143,317 |
| LIABILITIES | |||
| Provisions | 28 | 1,484 | 1,598 |
| Employee benefits | 29 | 11,599 | 10,977 |
| Financial liabilities, excluding derivative financial instruments | 30 | 57,769 | 123,935 |
| - of which vs Related parties | 44 | 0 | 25,000 |
| Derivative financial instruments | 25 | 189 | 202 |
| Deferred tax liabilities | 18 | 9,459 | 9,345 |
| Contract liabilities | 32 | 6,958 | n.a. |
| Deferred revenue and income | 32 | n.a. | 1,437 |
| NON-CURRENT LIABILITIES | 87,458 | 147,493 | |
| Provisions | 28 | 130 | 342 |
| Employee benefits | 29 | 388 | 360 |
| Financial liabilities, excluding derivative financial instruments | 30 | 85,845 | 21,723 |
| - of which vs Related parties | 44 | 25,248 | 252 |
| Derivative financial instruments | 25 | 3 | 0 |
| Trade and other payables | 31 | 52,434 | 47,725 |
| - of which vs Related parties | 44 | 227 | 242 |
| Contract liabilities | 32 | 41,025 | n.a. |
| Deferred income | 33 | 551 | n.a. |
| Deferred revenue and income | 32 | n.a. | 26,593 |
| Current tax liabilities | 24 | 11,078 | 6,125 |
| - of which vs Related parties | 44 | 1,998 | 2,395 |
| CURRENT LIABILITIES | 191,455 | 102,869 | |
| TOTAL LIABILITIES | 278,913 | 250,362 | |
| TOTAL EQUITY AND LIABILITIES | 417,400 | 393,679 | |
Consolidated Statement of Profit or Loss and other comprehensive income
| Six-month period closed at 30 June 20175 in thousands of Euro Notes 2018 Revenues 34 114,510 85,404 - of which vs Related parties 44 1,145 167 - of which non-recurring 34 179 0 Costs of raw materials 35 2,875 2,843 Service costs 36 38,657 33,347 - of which vs Related parties 44 635 736 - of which non-recurring 36 401 757 Personnel costs 37 38,447 29,801 - of which non-recurring 37 134 380 Contract costs 38 4,644 n.a. Other operating costs 39 1,014 1,028 - of which vs Related parties 44 3 13 Amortisation and depreciation 40 6,292 5,178 Provisions 40 -117 0 Impairment 40 890 818 Total costs 92,702 73,015 OPERATING PROFIT 21,808 12,389 Financial income 82 899 - of which non-recurring 0 747 Financial charges 1,077 972 - of which vs Related parties 248 248 Net financial income (charges) 41 -995 -74 Share of profit of equity-accounted investments, net of tax 16 30 2 PROFIT BEFORE TAX 20,843 12,318 Income taxes 42 6,240 3,701 - of which non-recurring -104 -294 NET PROFIT FROM CONTINUING OPERATIONS 14,603 8,617 Profit (loss) from discontinued operations, net of tax 0 0 NET PROFIT 14,603 8,617 Other components of the comprehensive income statement Components that will never be reclassified to profit or loss Actuarial gains (losses) of employee benefit provisions Equity-accounted investees - share of OCI Tax effect 0 0 Total components that will never be reclassified to profit or loss 0 0 Components that are or may be later reclassified to profit or loss: Exchange rate differences from the translation of foreign financial statements 0 -5 Profits (losses) from measurement at fair value of derivative financial 6 20 instruments Equity-accounted investees - share of OCI -1 0 Tax effect -1 -5 Total components that are or may be later reclassified to profit (loss) 4 10 Total other components of comprehensive income, net of tax 4 10 Total comprehensive income for the period 14,607 8,627 Net profit attributable to: Group net profit 14,206 8,584 Net profit of minority interests 397 33 Total comprehensive income for the period attributable to: Group 14,209 8,594 Minority interests 397 33 Earnings per share Basic earnings per share (Euro) 43 0.31 0.19 Diluted earnings per share (Euro) 43 0.30 0.18 |
||
|---|---|---|
5 The comparative data for First Half 2017 were re-stated in relation to the completion, in the second half of 2017, of identification of the fair values of the assets and liabilities of Sixtema S.p.A., consolidated on a line-by-line basis from 1 April 2017. For additional information, see the paragraph Information on the comprehensive income statement in the Notes.
Consolidated Statement of Changes in Equity
| Six-month period closed at 30 June 2018 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| in thousands of Euro | Share capital |
Legal reserve |
Share premium reserve |
Hedging derivatives reserve |
Defined benefits reserve |
Other reserves |
Shareholders' equity attributable to the Group |
Minority interests |
Consolidated Shareholders' Equity |
| Balance at 31 December 2017 | 46,573 | 1,433 | 53,917 | -154 | -395 | 41,405 | 142,780 | 537 | 143,317 |
| Effect of adoption of IFRS 15 | -8,357 | -8,357 | 4 | -8,353 | |||||
| Effect of adoption of IFRS 9 | 519 | 519 | 519 | ||||||
| Balance at 1 January 2018 | 46,573 | 1,433 | 53,917 | -154 | -395 | 33,567 | 134,941 | 541 | 135,482 |
| Comprehensive income for the period | |||||||||
| Profit for the period | 14,206 | 14,206 | 397 | 14,603 | |||||
| Other components of the comprehensive income | 5 | -1 | 4 | 0 | 4 | ||||
| Total comprehensive income for the period | 0 | 0 | 0 | 5 | 0 | 14,205 | 14,209 | 397 | 14,607 |
| Transactions with shareholders | |||||||||
| Dividends | -11,629 | -11,629 | -437 | -12,067 | |||||
| Allocation to legal reserve | 598 | -598 | 0 | 0 | |||||
| Adjustment of put option on minority interests | -2,550 | -2,550 | -2,550 | ||||||
| Acquisitions | 0 | 0 | 3,000 | 3,000 | |||||
| Other changes | -11 | -11 | 26 | 14 | |||||
| Total transactions with shareholders | 0 | 598 | 0 | 0 | 0 | -14,789 | -14,191 | 2,588 | -11,602 |
| Balance at 30 June 2018 | 46,573 | 2,031 | 53,917 | -149 | -395 | 32,982 | 134,961 | 3,527 | 138,487 |
| Six-month period closed at 30 June 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| in thousands of Euro | Share capital |
Legal reserve |
Share premium reserve |
Hedging derivatives reserve |
Defined benefits reserve |
Other reserves |
Shareholders' equity attributable to the Group |
Minority interests |
Consolidated Shareholders' Equity |
| Balance at 1 January 2017 | 46,256 | 1,136 | 53,156 | -173 | -343 | 29,701 | 129,734 | 187 | 129,921 |
| Comprehensive income for the period | |||||||||
| Profit for the period | 8,584 | 8,584 | 33 | 8,617 | |||||
| Other components of the comprehensive income | 15 | -5 | 10 | 10 | |||||
| Total comprehensive income for the period | 0 | 0 | 0 | 15 | 0 | 8,579 | 8,594 | 33 | 8,627 |
| Transactions with shareholders | |||||||||
| Dividends | -6,949 | -6,949 | -28 | -6,977 | |||||
| Allocation to legal reserve | 297 | -297 | 0 | 0 | |||||
| Adjustment of put option on minority interests | -3,604 | -3,604 | -3,604 | ||||||
| Acquisitions of minority equity investments | -194 | -194 | -194 | ||||||
| Other changes | -11 | -11 | -11 | ||||||
| Total transactions with shareholders | 0 | 297 | 0 | 0 | 0 | -11,056 | -10,759 | -28 | -10,787 |
| Balance at 30 June 2017 | 46,256 | 1,433 | 53,156 | -158 | -343 | 27,225 | 127,569 | 192 | 127,762 |
Consolidated Statement of Cash Flows
| Six-month period closed at 30 June | |||
|---|---|---|---|
| Notes | 2018 | 2017 | |
| Cash flows from operations | |||
| Net profit | 14,603 | 8,617 | |
| Adjustments for: | |||
| - Depreciation of property, plant and equipment | 40 | 1,775 | 1,309 |
| - Amortisation of intangible assets | 40 | 4,517 | 3,869 |
| - Write-downs (Revaluations) | 40 | 890 | 818 |
| - Provisions | 40 | -117 | 0 |
| - Contract costs | 38 | 4,644 | n.a. |
| - Net financial charges | 41 | 995 | 74 |
| - of which vs Related parties | 44 | 248 | 248 |
| - Share of profit of equity-accounted investments | 16 | -30 | -2 |
| - Income taxes | 42 | 6,240 | 3,701 |
| Changes in: | |||
| - Inventories | 101 | 170 | |
| - Contract cost assets | -6,749 | n.a. | |
| - Trade and other receivables and Contract assets | -8,107 | -4,662 | |
| - of which vs Related parties | 90 | -151 | |
| - Trade and other payables | 3,800 | 3,074 | |
| - of which vs Related parties | -15 | -13 | |
| - Provisions and employee benefits | 349 | 86 | |
| Contract liabilities and deferred income, including public contributions | 7,076 | 3,249 | |
| Cash and cash equivalents generated by operations | 29,987 | 20,303 | |
| Income taxes paid | -112 | -2,869 | |
| Net cash and cash equivalents generated by operations | 29,875 | 17,434 | |
| Cash flows from investments | |||
| Interest collected | 39 | 26 | |
| Collections from sale of financial assets | 16,23 | 450 | 3,423 |
| Investments in property, plant and equipment | 14 | -1,414 | -864 |
| Investments in other financial assets | 0 | -85 | |
| Investments in intangible assets | 15 | -5,730 | -1,213 |
| Increases in the scope of consolidation, net of liquidity acquired | 12 | 286 | 1,124 |
| Decreases in the scope of consolidation, net of liquidity acquired | 13 | -23 | 0 |
| Net cash and cash equivalents generated/(absorbed) by investing activities | -6,392 | 2,411 | |
| Cash flows from financing | |||
| Purchase of minority interests in subsidiaries | 0 | -35,057 | |
| Interest paid | -799 | -1,016 | |
| - of which vs Related parties | -252 | -156 | |
| MLT bank loans taken out | 0 | 2,196 | |
| Repayment of MLT bank loans | 30 | -3,976 | -2,145 |
| Repayment of price deferment liabilities on acquisitions of equity investments | 30 | -1,522 | -1,400 |
| Repayment of contingent consideration liabilities | 30 | -372 | -909 |
| Change in other current bank payables | 30 | -486 | 1,831 |
| Change in other current financial payables | 30 | 767 | 519 |
| Repayment of finance lease liabilities | 30 | -119 | -59 |
| Capital increases - subsidiaries | 2 | 0 | |
| Dividends paid | -10,611 | -6,977 | |
| Net cash and cash equivalents generated/(absorbed) by financing | -17,117 | -43,017 | |
| Net increase (decrease) in cash and cash equivalents | 6,366 | -23,172 | |
| Cash and cash equivalents at 1 January | 36,987 | 60,431 | |
| Cash and cash equivalents at 30 June | 43,352 | 37,259 |
Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2018
1. ENTITY THAT PREPARES THE FINANCIAL STATEMENTS
Tecnoinvestimenti S.p.A. (the "Parent Company") has its offices in Italy. The Condensed Interim Consolidated Financial Statements at 30 June 2018 include the financial statements of the Parent Company and its subsidiaries (jointly, the "Group"). The Group is mainly active in the Digital Trust, Credit Information & Management and Innovation & Marketing Services sectors. These Condensed Interim Consolidated Financial Statements at 30 June 2018 were approved and authorised for publication by the Board of Directors of Tecnoinvestimenti S.p.A. at its meeting on 2 August 2018.
The shares of the Parent Company are listed on the Electronic Equity Market (MTA) managed by Borsa Italiana S.p.A., STAR segment. At the date of preparation of these Condensed Interim Consolidated Financial Statements, Tecno Holding S.p.A. (the 'Majority shareholder") is the shareholder with an absolute majority of Tecnoinvestimenti S.p.A. shares. The Majority shareholder does not exercise management nor coordination activities for Tecnoinvestimenti.
2. PREPARATION CRITERIA AND COMPLIANCE WITH IFRS
These Condensed Interim Consolidated Financial Statements prepared in accordance with art. 154-ter of Legislative Decree no. 58/98 - CFA - and subsequent amendments and additions, have been prepared in accordance with the International Financial Reporting Standards (IFRS), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), approved by the European Commission and in force at the reporting date, as well as the previous International Accounting Standards (IAS). In particular, said Condensed Interim Consolidated Financial Statements prepared in accordance with IAS 34 "Interim Financial Statements" do not include all the information required by the annual financial statements and should be read together with the Consolidated Financial Statements for the year ended 31 December 2017 (the "last financial statements") filed at the head office of the Company and available on the website www.tecnoinvestimenti.it.
While not including all the information required for complete disclosure of the Financial Statements, they include specific notes to explain the events and transactions that are relevant for an understanding of the changes in the Statement of financial position and the performance of the Group since the last Financial Statements. These Financial Statements are consistent with those that make up the annual Consolidated Financial Statements, except for the items introduced as a result of IFRS 15, adopted from 1 January 2018.
3. PRESENTATION CRITERIA
The Condensed Interim Consolidated Financial Statements consist of the Statement of financial position, Statement of profit or loss and other comprehensive income, Statement of changes in equity, Statement of cash flows and these Notes that follow.
It is specified that:
- the Statement of financial position has been prepared by classifying assets and liabilities according to the "current/non-current" criteria;
- the Statement of profit/(loss) and other items of the comprehensive income statement is classified on the basis of the nature of costs;
- the Statement of cash flows is presented using the indirect method.
In accordance with Consob Resolution no. 15519 of 28 July 2006, the Statement of Profit/(Loss) separately identifies, if any, income and charges arising from non-recurring transactions; similarly, shown separately in the Financial statements are the Balances of transactions with Related parties which are further described in Note 44. Transactions with Related parties.
The Condensed Interim Consolidated Financial Statements are presented in Euro, the functional currency of the Parent Company and its subsidiaries (except for Camerfirma Perù S.A.C., whose functional currency is the PEN) and all values are expressed in Euro thousands unless otherwise indicated.
The accounting standards adopted for the preparation of these Condensed Interim Consolidated Financial Statements are the same as those adopted for the drafting of the Group's annual Consolidated Financial Statements for the year ended 31 December 2017, with the exception of the new principles applied from 1 January 2018 (indicated in Note 7: New standards or amendments for 2018 and future requirements - a). Specifically, IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments" have led to changes in accounting policies and in some cases adjustments to the amounts entered in the accounts (the effects of the adoption of said standards are illustrated in detail in aforementioned Note 7).
4. SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA
The Condensed Interim Consolidated Financial Statements include the financial statements of the Parent Company Tecnoinvestimenti S.p.A. and the companies over which the Company has the right to exercise, directly or indirectly, control as defined by IFRS 10 "Consolidated Financial Statements".
For the purposes of the assessment of the existence of control, the three necessary elements are all present: • power to control the company;
• exposure to the risk or the rights deriving from the variable returns linked to its involvement;
• ability to influence the company, to the extent of conditioning the results (positive or negative) for the investor (correlation between power and exposure to risks and benefits).
Control can be exercised both on the basis of the direct or indirect possession of the majority of the stocks with voting rights, on the basis of contractual or legal agreements, independently from the possession of stocks. In assessing these rights, we take into account the power to exercise these rights independently from their effective exercise and all potential voting rights are considered.
With respect to 31 December 2017, the scope of consolidation at 30 June 2018 acknowledges the line-byline consolidation, from 1 May 2018, of the investment in AC Camerfirma SA and its subsidiary Camerfirma Perù S.A.C., as better specified in Note 12: Business combinations, as well as the deconsolidation of Creditreform Assicom Ticino SA from 1 June 2017, following the sale completed on 22 May 2018.
The list of companies consolidated on a line-by-line basis or with the equity method at 30 June 2018 is shown in the following table.
| at 30 June 2018 | |||||||
|---|---|---|---|---|---|---|---|
| Company | Registered office |
Share capital | % | ||||
| Amount | Currenc | % ownership |
via | contributio n to the |
Consolidation method |
||
| (in thousands of Euro) |
y | Group | |||||
| Tecnoinvestimenti S.p.A. (Parent Company) |
Rome | 46,573 | Euro | n.a. | n.a. | n.a. | n.a. |
| InfoCert S.p.A. | Rome | 17,705 | Euro | 99.99% | - | 99.99% | Line-by-line |
| Innolva6 S.p.A. | Buja (UD) | 3,000 | Euro | 100.00% | - | 100.00% | Line-by-line |
| Re Valuta S.p.A. | Milan | 200 | Euro | 83.13% | - | 95.00% | Line-by-line |
| Co.Mark S.p.A. | Bergamo | 150 | Euro | 80.00% | - | 100.00% | Line-by-line |
| Visura S.p.A. | Rome | 1,000 | Euro | 60.00% | - | 100.00% | Line-by-line |
| Warrant Group S.r.l. | Correggio (RE) | 58 | Euro | 70.00% | - | 100.00% | Line-by-line |
| Sixtema S.p.A. | Rome | 6,180 | Euro | 80.00% | InfoCert S.p.A. | 99.99% | Line-by-line |
| AC Camerfirma S.A. | Spain | 3,421 | Euro | 51.00% | InfoCert S.p.A. | 50.99% | Line-by-line |
| Camerfirma Perù S.A.C | Peru | 1 | PEN | 99.80% | AC Camerfirma S.A. |
50.89% | Line-by-line |
| Co.Mark TES S.L. | Spain | 36 | Euro | 99.00% | CoMark S.p.A. | 99.00% | Line-by-line |
| Lextel S.p.A. | Rome | 2,500 | Euro | 100.00% | Visura S.p.A. | 100.00% | Line-by-line |
| Isi Sviluppo Informatico S.r.l. | Parma | 31 | Euro | 92.00% | Visura S.p.A. | 92.00% | Line-by-line |
| Warrant Innovation Lab Scarl | Correggio (RE) | 25 | Euro | 96.43% | Warrant Group S.r.l. |
96.81% | Line-by-line |
| Warrant Service S.r.l. | Correggio (RE) | 40 | Euro | 50.00% | Warrant Group S.r.l. |
50.00% | Line-by-line |
| Bewarrant S.r.l. | Belgium | 12 | Euro | 100.00% | Warrant Group S.r.l. |
100.00% | Line-by-line |
| Etuitus S.r.l. | Salerno | 50 | Euro | 24.00% | InfoCert S.p.A. | 24.00% | Shareholders' equity |
| Creditreform Assicom Ticino S.A. | Switzerland | 100 | CHF | 30.00% | Innolva S.p.A. | 30.00% | Shareholders' equity |
| Innovazione 2 Sagl | Switzerland | 20 | CHF | 30.00% | Warrant Group S.r.l. |
30.00% | Shareholders' equity |
The percentage of ownership indicated in the table refers to the portions actually owned by the Group at the reporting date. The percentage of contribution refers to the contribution to the equity of Group of the individual company as a result of the recognition of the additional equity investment in the consolidated company as a result of the recognition of the put options granted to the minority shareholders on the portions in their possession.
The accounting positions of subsidiaries are consolidated from the date on which control was acquired. In particular, for Camerfirma S.A. and for the subsidiary Camerfirma Perù S.A.C., the consolidation was carried out from 1 May 2018.
All accounting positions used for the preparation of the Condensed Interim Consolidated Financial Statements have been drafted at 30 June 2018 and adjusted, where necessary, to make them consistent with the accounting standards applied by the Parent Company.
The criteria adopted for line-by-line consolidation are the following:
- assets and liabilities, expenses and revenue of the subsidiaries are consolidated line by line, attributing to the minority shareholders, if applicable, the portion of equity and net profit for the period that pertains to them; these portions are shown separately within equity and the income statement.
- business combinations are recognised in accordance with the provisions of IFRS 3 Business Combinations according to the Acquisition method. The cost of acquisition is represented by the current value ("fair
6 On 26 April 2018, Assicom Ribes changed its name to Innolva S.p.A.
value") at the time of the acquisition of the assets sold, the liabilities taken on and the equity instruments issued. The identifiable assets, liabilities and potential liabilities acquired are recognised at their current value at the time of the acquisition, with the exception of deferred tax assets and liabilities, assets and liabilities for employee benefit obligations, and assets held for sale, which are recognised on the basis of the corresponding reference accounting standards. The difference between the cost of acquisition and the current value of the assets and liabilities acquired is recognised as goodwill in intangible assets, if positive; if negative, after checking the correct measurement of the current values of the assets and liabilities acquired and the acquisition cost, it is recognised directly in the income statement, as revenue.
- The accessory charges related to the acquisition are recognised in the income statement at the time in which the services are provided.
- In the case of purchase of controlling interests of less than 100% of share capital, goodwill is recognised only for the part attributable to the Parent Company. The value of non-controlling interests is calculated in proportion to the portions of equity investment held by third parties in the net identifiable assets of the acquired company.
- If the business combination was carried out in multiple stages, at the time of the acquisition of control the equity investments previously held are re-measured at fair value and any difference (positive or negative) is recognised in the income statement.
- In the case of the purchase of minority interests, after control has been obtained, the positive differential between acquisition cost and the carrying amount of the minority interests acquired is deducted from the equity of the Parent Company. In the case of sales of equity investments that do not involve a loss of control, instead, the difference between sale price and carrying amount of the equity investments sold is recognised directly to equity (as an increase), without passing through the income statement.
- The items deriving from relations between the consolidated companies are cancelled, especially those deriving from outstanding receivables and payables at the end of the year, costs and revenue as well as financial charges and income recognised in the income statements of these companies. Realised profits and the losses between the consolidated companies with the related tax adjustments are also cancelled.
ASSOCIATED COMPANIES
Associated companies are those on which the Group exercises a significant influence, which is assumed to exist when the equity participation holds between 20% and 50% of voting rights. Equity investments in associated companies are valued with the equity method and are initially recognised at cost. The equity method is described below:
- the carrying amount of the equity investments is aligned with the equity adjusted, if necessary, to reflect the application of IFRS and includes the recognition of the greater/lower values allocated to the assets and to the liabilities, and any goodwill identified at the time of the acquisition;
- the profits or losses attributable to the Group are recognised from the date on which the significant influence starts and until the date the significant influence ceases. If, as a result of the losses, the Company measured with the method in question reports negative equity, the carrying value of the equity investment is cancelled and any excess attributable to the Group, where the latter is committed to fulfil legal or implicit obligations of the associated company, or in any case to cover its losses, is recognised in a specific reserve; the changes in the equity of the Company valued with the equity method are not represented in the income statement, but are recognised directly among the other components of comprehensive income;
- unrealised profits and losses on transactions carried out between the Company/subsidiaries and the associated company measured with the equity method, including distributed dividends, are eliminated on the basis of the value of the equity investment of the Group in the associated company, excluding losses if these are representative of a decrease in value of the underlying assets.
5. TRANSLATION OF FINANCIAL STATEMENTS EXPRESSED IN CURRENCIES OTHER THAN THE PRESENTATION CURRENCY
The rules for the translation of the financial statements expressed in currencies different from the currency of presentation (excluding situations in which the currency belongs to a hyper-inflation country, which is not the case for the Group), are the following:
• assets and liabilities included in the statements presented are translated at the exchange rate at the end for the period;
• costs, revenue, expenses and proceeds included in the statements presented are translated at the average exchange rate of the period, or else at the exchange rate at the time of the transaction if this differs significantly from the average exchange rate;
• the "translation reserve" includes both the exchange rate differences generated from the conversion of income statement items at a rate different from that at the end of the period and those generated from the translation of net opening assets at an exchange rate different from that at the end of the reporting period. The translation reserve is transferred to the income statement at the time of the full or partial sale of the equity investment when this sale involves the loss of control.
Goodwill and the adjustments deriving from the measurement at fair value of the assets and liabilities resulting from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the end of period exchange rate.
6. SECTOR INFORMATION
Information regarding the business segments has been prepared in accordance with IFRS 8 "Operating Segments", which provides information consistently with the manner adopted by management to make operating decisions. Therefore, the identification of the operating segments and the information presented are defined on the basis of the internal reports used by the management to allocate resources to the different units and to analyse their performance.
An operating segment is defined by IFRS 8 as the component of an entity (i) that carries out business activities generating revenue and costs (including revenue and costs for transactions with other components of the same entity); (ii) the operating results of which are reviewed regularly at the highest decisional level of the entity to make decisions on the resources to be allocated to the sector and the measurement of the performance; (iii) for which separate financial statement information is available.
The operating units identified by management, which encompass all the services and products provided to the clients, are:
- Digital Trust
- Credit Information & Management
- Innovation & Marketing Services
With respect to First Half 2017, the Group has adopted IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments", which have led to changes in accounting policies and adjustments to the amounts entered in the accounts; the comparative data for 2017 have not been restated. The economic data for First Half 2018 underwent changes due to:
- the consolidation as of 1 April 2017 of the company Sixtema S.p.A. (fully allocated to the Digital Trust sector);
- the consolidation as of 1 December 2017 of the Warrant group (fully allocated to the Innovation & Marketing Services sector);
- the consolidation as of 1 May 2018 of the company AC Camerfirma S.A. and its subsidiary Camerfirma Perù S.A.C. (fully allocated to the Digital Trust sector);
• deconsolidation as of 1 June 2018 of Creditreform Assicom Ticino S.A. (previously fully allocated to the Credit Information & Management sector);
The results of the operating segments are measured and revised periodically by management by analysing trends in EBITDA, defined as "Net profit" before "Taxes", "Net financial income (charges)", "Portion of profits from equity-accounted investments", "Amortisation/depreciation", "Provisions" and "Impairment", i.e., as "Revenue" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".
Specifically, management believes that EBITDA provides a good indication of the performance since it is not influenced by tax laws and amortisation policies.
| In thousands of Euro | Credit Information | Innovation & | Other units | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Six-month period closed at 30 June |
Digital Trust | & Management | Marketing Services | (Parent Company) | Total | |||||
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Segment revenue | 45,799 | 39,215 | 37,296 | 36,921 | 31,656 | 9,407 | 330 | 251 | 115,082 | 85,794 |
| Intra-unit revenue | 117 | 32 | 125 | 109 | 0 | 0 | 330 | 250 | 572 | 390 |
| Revenue from external customers |
45,682 | 39,184 | 37,170 | 36,813 | 31,656 | 9,407 | 0 | 1 | 114,510 | 85,404 |
We provide below the representation of the Revenue and EBITDA for the individual operating units.
| EBITDA | 11,642 | 10,039 | 7,554 | 7,462 | 13,012 | 3,677 | -3,335 | -2,793 | 28,873 | 18,386 |
|---|---|---|---|---|---|---|---|---|---|---|
| Am., prov. and impairment | 7,066 | 5,996 | ||||||||
| Operating profit | 21,808 | 12,389 | ||||||||
| Net financial income (charges) | -995 | -74 | ||||||||
| Profit of equity-accounted investments | 30 | 2 | ||||||||
| Profit before tax | 20,843 | 12,318 | ||||||||
| Income taxes | 6,240 | 3,701 | ||||||||
| Net profit | 14,603 | 8,617 | ||||||||
We provide below the breakdown of the assets and liabilities by business units.
| In thousands of Euro | Digital Trust | Credit Information & Management |
Innovation & Marketing Services |
Other units (Parent Company) |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | 30/6/2018 | 31/12/2017 | |
| Assets | 122,871 | 90,683 | 160,008 | 159,634 | 146,812 | 138,134 | -12,291 | 5,228 | 417,400 | 393,679 |
| Liabilities | 84,490 | 63,272 | 63,723 | 63,905 | 105,887 | 94,834 | 24,813 | 28,352 | 278,913 | 250,362 |
7. NEW STANDARDS OR AMENDMENTS FOR 2018 AND FUTURE REQUIREMENTS
ACCOUNTING STANDARDS AND AMENDMENTS TO THE STANDARDS ADOPTED BY THE COMPANY
- a) From 1 January 2018, the Group adopted the following new accounting standards:
- IFRS 15 "Revenue from Contracts with Customers", endorsed by the EU on 29 October 2016 with Regulation no. 1905, and "Clarifications to IFRS 15 Revenue from Contracts with Customers", endorsed by the EU on 9 November 2017 with Regulation no. 291. IFRS 15 defines the criteria for recognition and
measurement of revenues from contracts with customers. In brief, the standard requires the analysis of the following 5 steps for revenue recognition: (i) identification of the contract; (ii) identification of the performance obligations contained in the contract; (iii) determination of the transaction price; (iv) allocation of the price envisaged by the contract to the performance obligations; (v) recognition of revenues.
The Group opted for retrospective application of IFRS 15, accounting for the cumulative effect of the initial application at 1 January 2018 with reference only to contracts that had not been completed at the date of initial application.
In the Digital Trust Business Unit a total of € 8.6 million in lower equity reserves was recorded at 1 January 2018, due to:
- recognition over time of services, measured at point in time in accordance with IAS 18, in relation to the model based on the transfer of risks and rewards and the correlation with costs incurred (€ 7.4 million in lower reserves);
- recognition over time, throughout the expected term of the contract, of the initial consideration (and correlated costs) charged to the customer and which may not be reimbursed relating to some solutions that provide the possibility for customers to access an ad-hoc platform from which they can take advantage of a series of services within a period of time, previously recognised in correlation with the costs incurred to provide access to the platform (€ 1.5 million in lower reserves);
- early recognition of unrecognised rights (breakage) in the presence of services that require advance payment (€ 0.3 million in greater reserves).
In the Innovation & Marketing Services Business Unit an increase of € 0.2 million in Shareholders' equity reserves was recognised at 1 January 2018, due to the different trend in the amortisation, pursuant to IFRS 15, of contractual costs linked to obtaining contracts.
In the Credit Information & Management Business Unit no significant effects were recorded on Shareholders' equity as at 1 January 2018.
• IFRS 9 - "Financial instruments", endorsed by the EU on 29 November 2016 with Regulation no. 2067. Starting from 1 January 2018, IFRS 9 "Financial instruments" replaced IAS 39 "Financial Instruments: Recognition and Measurement", identifying a new set of accounting rules applicable to the classification and measurement of Financial Instruments, to the impairment of loans and to hedge accounting. Moreover, among other things, IFRS 9 envisages that in the event that a change or exchange of financial liability does not involve an accounting elimination, any effects arising from recalculation of the value of the new liability using the modified cash flows and the original effective interest rate must be recognised immediately in the profit for the period, contrary to what was envisaged by IAS 39, according to which the new financial liability was accounted for in the future. On the other hand, the costs and commissions sustained for the change continue to be recognised as a direct adjustment to the book value of the amended financial liability and amortised at the effective interest rate throughout the life of the instrument.
Adjustment to IFRS 9 at 1 January 2018 involved recognition of greater reserves of Shareholders' equity for € 0.5 million, to account for the effects of changes in cash flows relative to refinancing during 2017, recognised prospectively in accordance with IAS 39, for which IFRS 9 requires immediate recognition in the income statement.
• IFRS 2 - "Share-based Payment", endorsed by the EU on 26 February 2018 with Regulation no. 289. The document "Classifications and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)" resolved some issues relating to the accounting of share-based payments. In particular, this amendment makes significant improvements to (i) the valuation of share-based payments settled in cash, (ii) the classification thereof and (iii) the method of accounting in case of modification from sharebased payments settled in cash to share-based payments settled with capital instruments.
- IFRS 4 "Insurance Contracts", endorsed by the EU on 3 November 2017 with Regulation no. 1988. The document "Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts" aims to resolve the inconsistencies deriving from the deferment of the dates of entry into force of IFRS 9 and the new accounting standard on insurance contracts.
- IFRIC 22 "Foreign Currency Transaction and Advance Consideration", endorsed by the EU on 28 March 2018 with Regulation no. 519. The document aims to provide clarification on the correct recognition of a transaction in foreign currency, in the case of payments made or received in advance with respect to the subject of the transaction to which the payments refer. The interpretation clarifies that the transaction date to be used for the conversion is the date on which the entity makes or receives the advance payment.
- IAS 40 "Investment Property", endorsed by the EU on 14 March 2018. The document "Amendments to IAS 40: Transfers of Investment Property" aims to clarify the aspects relating to the treatment of transfers from and to property investments. In particular, the amendment clarifies that a transfer must be made if, and only if, there is an actual change in the use of the asset. A change in management's intention is not sufficient in itself for a transfer.
- "Annual Improvements to IFRS Standards 2014-2016 Cycle", endorsed by the EU on 7 February 2018. The amendments introduced fall within the ordinary activity of rationalisation and clarification of international accounting standards.
With the exception of what is mentioned above with regard to IRFS 9 and IRFS 15, adoption of the new standards applicable from 1 January 2018 did not have any significant impacts.
b) Accounting standards and interpretations on standards effective for the financial years after 2018 and not adopted in advance by the Group:
- On 12 October 2017, the IASB published some amendments to IFRS 9 Financial Instruments. The document "Prepayment features with Negative Compensation (Amendments to IFRS 9)" aims to amend the requirements of IFRS 9 with reference to the following two situations: (i) financial assets which contain prepayment options through negative compensation may now be valued at amortised cost or at fair value through other comprehensive income (FVOCI) if they meet the other relevant requirements of IFRS 9; (ii) new accounting criteria are introduced in the case of non-substantial amendments that do not entail a derecognition in the case of modifications or exchanges of fixed-rate financial liabilities. The amendments apply to financial statements relating to years beginning on 1 January 2019 or later; earlier application is permitted. Endorsement by the EU took place on 22 March 2018.
- On 13 January 2016, the IASB published the new standard IFRS 16 "Leases", which replaces the current IAS 17. IFRS 16 is applicable from 1 January 2019. The new standard effectively eliminates the difference in the accounting of operating and financial leases despite the presence of elements that allow simplifying the application thereof and introduces the concept of control within the definition of leasing. In particular, in order to determine whether or not a contract represents a lease, IFRS 16 requires verifying whether or not the lessee has the right to control the use of a given asset for a certain period of time. Earlier application is permitted for entities that apply IFRS 15 - "Revenue from Contracts with Customers". Endorsement by the EU took place on 31 October 2017 with Regulation no. 1986.
As at the date of approval of these Condensed Interim Consolidated Financial Statements, the Group is conducting analyses in order to verify the existence of any impacts from application of these new accounting standards and interpretations.
c) Accounting standards and interpretations to be applied in the near future:
At the date of the approval of these Consolidated Financial Statements, a few accounting standards, interpretations and amendments had been issued by IASB, but not yet ratified by the European Union, some of which still in the consultation stage, among which we note:
- On 18 May 2017, the IASB published the new standard IFRS 17 "Insurance Contracts", which replaces the current IFRS 4. The new standard on insurance contracts aims to enhance the transparency of sources of profit and quality of earnings realised and to guarantee greater comparability of results, introducing a single standard for the recognition of revenues which reflects the services provided. IFRS 17 applies to financial statements relating to years beginning on 1 January 2021, or later. EFRAG's Endorsement Process is still under way.
- On 7 June 2017, the IASB published the interpretation IFRIC 23 "Uncertainty over Income Tax Treatments", which provides indications on how to reflect uncertainties on the tax treatment of a given transaction or circumstance in accounting for income taxes. IFRIC 23 applies to financial statements relating to years beginning on 1 January 2019, or later. The Endorsement Process took place on 6 November 2017, while ratification by the EU is expected in the third quarter of 2018.
- On 12 October 2017, the IASB published some amendments to IAS 28 "Investments in associates and joint ventures". The document "Long-term interests in Associates and Joint Ventures (Amendments to IAS 28)" aims to clarify several aspects in cases in which companies finance associates and joint ventures with preference shares or through loans for which repayment is not required in the foreseeable future ("Long-Term Interests" or "LTI"). The amendments apply to financial statements relating to years beginning on 1 January 2019 or later; earlier application is permitted. The Endorsement Process took place on 24 April 2018, while ratification by the EU is expected by the end of 2018.
- On 12 December 2017, the IASB published the document "Annual Improvements to IFRS Standards 2015-2017 Cycle". The amendments introduced, falling within the ordinary activity of rationalisation and clarification of international accounting standards, are related to the following standards: (i) IFRS 3 - Business Combinations and IFRS 11 - Joint Arrangements: the IASB clarified how to account for increases in interests in a business that is a joint operation; (ii) IAS 12 - Income Taxes: the IASB clarified that the tax effects correlated with the payment of dividends (including payments relating to financial instruments classified in shareholders' equity) are recognised consistently with the underlying transactions or events that generated the amounts subject to distribution (e.g., recognition in the statement of profit/(loss), in OCI or in shareholders' equity); (iii) IAS 23 - Borrowing Costs: the IASB clarified that general borrowings for the calculation of borrowing costs to be capitalised on qualifying assets do not include the borrowings that are specifically relative to qualifying assets in the construction or development phase. When such qualifying assets are available for use, the relative borrowings are considered general borrowings for the purposes of IAS 23. The amendments apply to financial statements relating to years beginning on 1 January 2019 or later; earlier application is permitted. The Endorsement Process took place on 21 March 2018, while ratification by the EU is expected by the end of 2018.
- On 7 February 2018, the IASB published some amendments to IAS 19 "Employee Benefits". The document "Plan Amendment, Curtailment or Settlement (Amendments to IAS 19)" clarifies several accounting aspects relating to amendments, reductions or settlements of defined benefit plans. The amendments apply for amendments, curtailments or settlements taking place as of 1 January 2019 or the date on which they are applied for the first time (early application is permitted). The EFRAG
Endorsement Process was completed on 28 May 2018, while ratification by the EU is expected in 2018.
• On 29 March 2018, the IASB published the revised version of the Conceptual Framework for Financial Reporting. The main amendments compared to the 2010 version include a new chapter on valuation, better definitions and guidance, with particular regard to the definition of liability, and clarifications of key concepts, such as stewardship, prudence and uncertainty in valuations. EFRAG's Endorsement Process is still under way.
The potential impact that the accounting standards, amendments and interpretations to be applied in the near future may have on the financial reporting of the Group are being examined and assessed.
8. USE OF ESTIMATES
In drafting these Condensed Interim Consolidated Financial Statements, in application of the reference accounting standards, the Directors had to formulate assessments, estimates and assumptions which influence the amounts of the assets, liabilities, and costs and revenues recognised in the financial statements, as well as the disclosure provided. Therefore, the final results of the items for which said estimates were used could differ from those reported in these financial statements, given the uncertainty that characterises the assumptions and the hypotheses on which the estimates are based.
The accounting standards and the financial statement items that involve a greater subjectivity by the Directors in the estimation process are the following:
- Intangible assets with indefinite life: goodwill is assessed on an annual basis, to identify whether there is an impairment that should be recognised in the income statement. Specifically, the assessment in question requires the calculation of the recoverable amount of the CGU (Cash Generating Unit) to which goodwill is allocated. The recoverable amount is calculated by estimating the value in use or the fair value net of disposal costs; if the recoverable amount is less than the carrying amount of the CGU, goodwill is written down. The calculation of the recoverable amount of the CGU requires estimates based on factors that may change over time, with a potentially significant impact on the assessments carried out by Directors.
- Allocation of the price paid for the acquisition of control over an entity (Purchase price allocation): In terms of business combinations, in exchange for the consideration transferred for the acquisition of control over a company, the identifiable assets acquired and the liabilities assumed are recognised in the consolidated financial statements at current values (fair value) at the acquisition date, through a purchase price allocation process. During the measurement period, the determination of such current values entails the assumption of an estimate by the directors relating to the information available on all facts and circumstances existing at the date of acquisition which may have effects on the value of the assets acquired and the liabilities assumed.
- Impairment of fixed assets: tangible and intangible assets with finite useful life are assessed to establish whether there was a decrease in value, to be recognised with a write-down, if there are indications that it will be difficult to recover their net accounting value through use. To establish the presence of said indications, Directors must make subjective assessments on the basis of information available within the Company and the market, as well as historical experience. Moreover, if it is determined that a potential impairment loss may be generated, this loss is calculated using appropriate measurement techniques. The correct identification of the factors indicating the occurrence of a potential decrease in value, as well as the estimates for the calculation of these depend on factors that may vary over time, affecting the assessments and estimates carried out by the Directors.
• Measurement at fair value: in measuring the fair value of an asset or liability, the Company makes use of observable market data as far as possible. Fair values are allocated to different hierarchical levels on the basis of the input data used in the valuation techniques.
9. MANAGEMENT OF FINANCIAL RISK
The Group is exposed to financial risks connected with its operations, especially to the following:
- interest rate risks, from the financial exposure of the Group;
- exchange rate risks, from operations in currencies different from the functional currency;
- liquidity risks, related to the availability of financial resources and access to credit markets;
- credit risks, resulting from normal commercial transactions or financing activities.
The Tecnoinvestimenti Group monitors each financial risk closely, intervening with the objective of minimising them promptly also by making use of hedging derivatives.
Exchange rate risk
The exposure to the risk of changes in exchange rates derives from the execution of activities in currencies different from the Euro. The Group carries out most of its activity in Italy, and in any case most of the sales or purchases of services with foreign Countries are carried out with EU Countries; therefore, it is not significantly exposed to the risk of fluctuation of the exchange rates of foreign currencies against the Euro.
Interest rate risk
The Group uses external financial resources in the form of debt and uses the liquidity available in bank deposits. Changes in market interest rates influence the cost and return of the different types of borrowing and investment and therefore have an impact on the level of the financial charges and income.
Being exposed to interest rate fluctuations with regard to the extent of the financial charges incurred to borrow funds, the Group periodically reviews its exposure to the risk of changes in interest rates and manages it also by making use of interest rate derivatives, specifically Interest Rate Swaps (IRS) taken out only for hedging purposes. Details of Interest Rate Swaps and other derivative hedging instruments outstanding at 30 June 2018 are provided in Note 25. Derivative financial instruments. Cash mainly consists of variable-rate bank deposits, and therefore its fair value is close to the value recognised in the financial statements. The interest rate to which the Company is mostly exposed is the Euribor. Therefore, the risk of interest rate appears adequately monitored, given the current slope of the Euribor rate curve.
Credit risk
Financial credit risk results from the inability of a counterparty to fulfil its obligations. As at 30 June 2018, the liquidity of the Group was invested in bank deposits held at prime credit institutions.
Trade credit risk derives essentially from receivables from clients. To mitigate credit risk from trade counterparties, the Group has implemented internal procedures requiring a preliminary assessment of the solvency of the client before accepting a contract, through a rating analysis. Another procedure was adopted for the recovery and management of trade receivables, which provides for written reminders to be sent in the case of late payments and gradually more targeted actions (letters, phone reminders, legal actions). Lastly, trade receivables recognised in the Balance Sheet are analysed individually and if a position is believed to be objectively impossible to collect, in part or fully, it is written down. The amount of the write-down is based on an estimate of the flows that may be collected and their collection date. Against receivables that are not subject to individual impairment, provisions are made on a collective basis, based on historical experience and statistical and forecasted data.
The table provided in Note 21 - Trade and Other Receivables provides a breakdown of current trade receivables from customers as at 30 June 2018, grouped by maturity, gross and net of the related bad debts provision.
Liquidity risk
Liquidity risk consists of an inability to raise, on adequate terms, the financial resources needed for the Group to operate. The two main factors that influence the liquidity of the Group are:
- (i) the financial resources generated or absorbed by operating and investing activities;
- (ii) the maturity of financial debt.
Liquidity risk is managed through careful management and monitoring of operating cash flows and recourse to a cash pooling system between the Group companies. The liquidity requirements of the Group are monitored by the Group treasury function, with the objective of ensuring that financial resources can be effectively found and an adequate investment/return of liquidity.
The management believes that the cash and the credit lines currently available, in addition to those that will be generated by operating and financing activities, will allow the Group to meet its requirements, deriving from investing activities, management of working capital and repayment of loans at their contractual maturity.
In Note 30 - Financial liabilities, excluding derivative financial instruments, the financial liabilities recognised in the Financial statements as at 30 June 2018 are summarised and classified according to contractual maturity.
10. CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES
The following is a reconciliation of classes of financial assets and liabilities as identified in the Statement of financial position of the Company and types of financial assets and liabilities identified on the basis of the requirements of IFRS 7:
| In thousands of Euro | Assets measured at fair value and recognised in the income statement |
Assets/Liabilities designated at fair value and recognised in the income statement |
Liabilities held for trading and measured at fair value and recognised in the income statement |
Fair value Hedging instruments |
Assets/Liabilities measured at amortised cost |
Assets measured at fair value to OCI |
Investments in instruments representing OCI capital |
Total |
|---|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | 0 | 0 | 0 | 37 | 1,864 | 0 | 0 | 1,901 |
| Other financial assets, excluding derivative financial instruments |
0 | 0 | 0 | 0 | 850 | 0 | 0 | 850 |
| Derivative financial instruments | 0 | 0 | 0 | 37 | 0 | 0 | 0 | 37 |
| Trade and other receivables | 0 | 0 | 0 | 0 | 1,014 | 0 | 0 | 1,014 |
| CURRENT ASSETS | 0 | 1,682 | 0 | 0 | 128,991 | 0 | 0 | 130,674 |
| Other financial assets, excluding derivative financial instruments |
0 | 1,682 | 0 | 0 | 2,428 | 0 | 0 | 4,110 |
| Trade and other receivables | 0 | 0 | 0 | 0 | 83,211 | 0 | 0 | 83,211 |
| Cash and cash equivalents | 0 | 0 | 0 | 0 | 43,352 | 0 | 0 | 43,352 |
| NON-CURRENT LIABILITIES | 0 | 11,619 | 0 | 189 | 46,150 | 0 | 0 | 57,958 |
| Financial liabilities, excluding derivative financial instruments |
0 | 11,619 | 0 | 0 | 46,150 | 0 | 0 | 57,769 |
| Derivative financial instruments | 0 | 0 | 0 | 189 | 0 | 0 | 0 | 189 |
| CURRENT LIABILITIES | 0 | 45,200 | 0 | 3 | 93,080 | 0 | 0 | 138,283 |
| Financial liabilities, excluding derivative financial instruments |
0 | 45,200 | 0 | 0 | 40,646 | 0 | 0 | 85,845 |
| Derivative financial instruments | 0 | 0 | 0 | 3 | 0 | 0 | 0 | 3 |
| Trade and other payables | 0 | 0 | 0 | 0 | 52,434 | 0 | 0 | 52,434 |
11. FAIR VALUE HIERARCHY
The table below shows the fair value hierarchy of the assets and liabilities of the Group:
| In thousands of Euro | Fair Value | |||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| NON-CURRENT ASSETS | 0 | 37 | 0 | 37 |
| Derivative financial instruments | 37 | 37 | ||
| Floor options | 37 | |||
| CURRENT ASSETS | 1,682 | 0 | 0 | 1,682 |
| Other financial assets, excluding derivative financial instruments |
1,682 | 0 | 0 | 1,682 |
| Financial assets at fair value recognised in the income statement |
1,682 | |||
| NON-CURRENT LIABILITIES | 0 | 189 | 11,619 | 11,809 |
| Other financial assets, excluding derivative financial instruments |
0 | 0 | 11,619 | 11,619 |
| Liabilities for PUT options | 11,619 | |||
| Derivative financial instruments | 0 | 189 | 0 | 189 |
| Interest rate swap | 189 | |||
| CURRENT LIABILITIES | 0 | 3 | 45,200 | 45,203 |
| Other financial liabilities, excluding derivative financial instruments |
0 | 0 | 45,200 | 45,200 |
| Liabilities for PUT options | 41,503 | |||
| Contingent consideration | 3,697 | |||
| Derivative financial instruments | 0 | 3 | 0 | 3 |
| Cap options | 3 |
12. BUSINESS COMBINATIONS
BUSINESS COMBINATIONS FOR WHICH ACCOUNTING RECOGNITION HAS NOT BEEN COMPLETED
Acquisition of Warrant Group Srl.
On 30 November 2017, the acquisition of 70% of Warrant Group Srl was completed. As at 30 June 2018, Warrant Group Srl controls the following companies: Warrant Innovation Lab Scarl (96.4%), BeWarrant Sprl, incorporated under Belgian law (100%), Warrant Service Srl (50%); it also has significant influence over Innovazione 2 Sagl, incorporated under Swiss law (30%).
The Warrant Group offers integrated advisory services to obtain subsidized finance to businesses that invest in research and development innovation activities. The maximum consideration for the acquisition of 70% of the capital of Warrant Group was set at € 33,880 thousand, of which € 25,700 thousand paid at the closing date, up to € 2,830 thousand based on the results achieved and with a net financial position, determined in the contract, equal to 0, and with € 5,350 thousand to be paid in five yearly instalments starting on 15 January 2019. For the remaining 30% held by the selling shareholders, Put & Call option rights are provided, exercisable in two tranches after the respective approval of the 2018 and 2019 Financial statements, at a price calculated on the basis of a multiple on the consolidated 2018 EBITDA of Warrant Group, taking into account its net financial position.
The Euro 25.7 million paid at the closing date was financed by making recourse to an already existing line of credit with Crédit Agricole Cariparma S.p.A. for Euro 10 million (Cariparma Line B Loan), as well as by using Euro 10 million from a new line of credit granted by Unione di Banche Italiane S.p.A (UBI Loan). The conditions of the two lines of credit both lay out a maturity at 30 June 2023 and an interest rate calculated as the sum of the 6M Euribor plus a spread of 160 basis points (for more details on loans obtained, refer to Note 30 - Financial liabilities, excluding derivative financial instruments).
On the payment deferment granted by the selling shareholders, the Group defined an implicit interest rate equal to 1.49% taking into consideration the rate established on the unsecured UBI Loan obtained by Tecnoinvestimenti S.p.A. for the loan and fees on the guarantee to back the deferment obtained. The discounted value was equal to € 5,106 thousand at the acquisition date.
The company was consolidated line-by-line as of 1 December 2017.
In the first six months of 2018, the Warrant group generated revenue of € 21,923 thousand and a profit of € 6,557 thousand.
The following table summarises the fair value at the acquisition date of the main components of the compensation paid:
| Amounts in thousands of Euro | |
|---|---|
| Cash and cash equivalents for 70% | 25,700 |
| Price deferment on 70% | 5,106 |
| Contingent consideration (Earn out) on 70% | 2,759 |
| Fair value of Put & Call options on 30% | 23,745 |
| Total compensation paid | 57,310 |
The following is a summary of the book values recognised with reference to the assets acquired and liabilities undertaken at the acquisition date:
| Amounts in thousands of Euro | Book values |
|---|---|
| Property, plant and equipment | 406 |
| Intangible assets | 1,019 |
| Equity investments at cost or fair value | 43 |
| Other non-current financial assets | 29 |
| Deferred tax assets | 2,009 |
| Inventories | 1,043 |
| Other current financial assets | 14 |
| Trade and other receivables | 11,874 |
| Cash and cash equivalents | 7,663 |
| Total Assets Acquired | 24,099 |
| Provisions | 26 |
| Employee benefits | 1,858 |
| Non-current financial liabilities | 1,285 |
| Deferred tax liabilities | 169 |
| Current financial liabilities | 1,955 |
| Trade and other payables | 6,212 |
| Deferred revenue and income | 6,210 |
| Current tax liabilities | 1,762 |
| Total Liabilities Undertaken | 19,477 |
| Net Assets Acquired | 4,623 |
Goodwill arising from the acquisition has been provisionally recognised as shown in the following table:
| Amounts in thousands of Euro | |
|---|---|
| Total compensation paid | 57,310 |
| Net Assets Acquired | 4,623 |
| Net Assets Acquired of minority shareholders | -299 |
| Goodwill recognised on a provisional basis | 52,987 |
Acquisition of Eurofidi business unit
On 31 October 2017, Ribes S.p.A. (now Innolva S.p.A.) entered into the contract for the acquisition of a business unit of the company Eurofidi Società Consortile di garanzia collettiva Fidi S.C. a r.l. - in liquidation. The contract established a purchase price of € 405 thousand, € 122 thousand of which disbursed in 2017, € 203 thousand to be paid in the course of 2018 and € 81 thousand to be disbursed in 2019. The Parties also agreed that, in addition to the purchase price, the transferee company will need to pay Eurofidi an additional price of up to € 150 thousand if the turnover recorded by the transferee in 2018, in relation to the transferred business unit, is no lower than € 1,100 thousand.
The following table summarises the fair value at the acquisition date of the main components of the compensation paid:
| Amounts in thousands of Euro | |
|---|---|
| Cash and cash equivalents | 122 |
| Price deferment | 284 |
| Contingent consideration (Earn out) | 135 |
| Total compensation paid | 540 |
Goodwill arising from the acquisition has been provisionally recognised as shown in the following table:
| Amounts in thousands of Euro | |
|---|---|
| Total compensation paid | 540 |
| Net Assets Acquired (Software) | 10 |
| Goodwill recognised on a provisional basis | 530 |
Acquisition of AC Camerfirma S.A.
On 3 May 2018, the Tecnoinvestimenti Group completed, through InfoCert S.p.A, acquisition of control (51%) of Spanish company AC Camerfirma S.A. (also "Camerfirma"). Camerfirma controls Peruvian company Camerfirma Peru S.A.C. (99.8%).
The Camerfirma group has a solid presence in the Spanish market, as well as a number of commercial initiatives underway in South America via the aforementioned Camerfirma Peru. Camerfirma was established in 2000 by the Spanish Chambers of Commerce, which today represent the minority shareholders. The customer base of Camerfirma includes private companies and the Spanish public administration. It was established as a provider of certification services based on Spanish Law no. 59/2003 of 19 December, with regard to electronic signatures and identity certificates, which allows companies and their employees to electronically sign documents having full technical security and legal validity.
InfoCert acquired 51% of Camerfirma through the subscription of a share capital increase of € 3,122 thousand. InfoCert financed the acquisition through internal resources.
The Camerfirma group was consolidated line-by-line as of 1 May 2018.
The Camerfirma group contributed to the Tecnoinvestimenti Group's revenues for the first half of the year for € 925 thousand and to profit for € 229 thousand.
The following table summarises the fair value at the acquisition date of the main components of the compensation paid:
| Amounts in thousands of Euro | |
|---|---|
| Cash and cash equivalents for 51% | 3,122 |
| Total compensation paid | 3,122 |
The following is a summary of the book values recognised with reference to the assets acquired and liabilities assumed at the acquisition date:
| Amounts in thousands of Euro | Book values |
|---|---|
| Property, plant and equipment | 138 |
| Intangible assets | 447 |
| Equity investments at cost or fair value | 2 |
| Other non-current financial assets | 50 |
| Current and deferred tax assets | 480 |
| Inventories | 21 |
| Other current financial assets | 175 |
| Trade receivables, other receivables and contract assets | 2,568 |
| Cash and cash equivalents | 3,409 |
| Total assets acquired | 7,289 |
| Trade and other payables | 1,106 |
| Contract liabilities | 25 |
| Deferred income | 31 |
| Current tax liabilities | 4 |
| Total liabilities assumed | 1,166 |
| Net assets acquired | 6,123 |
As illustrated below, no goodwill arose from the provisional accounting of the acquisition:
Amounts in thousands of Euro
| Total compensation paid | 3,122 |
|---|---|
| Net assets acquired | 6,123 |
| Net assets acquired of minority shareholders | -3,000 |
| Goodwill recognised on a provisional basis | 0 |
The net cash flow deriving from the consolidation of the Camerfirma group is shown below:
| Net cash flow deriving from consolidation | 286 |
|---|---|
| Cash and cash equivalents acquired | 3,409 |
| Consideration paid | -3,122 |
| In thousands of Euro |
13. DIVESTITURES
On 22 May 2018, the Tecnoinvestimenti Group completed, through Innolva S.p.A., the sale of control (70%) of Swiss company Creditreform Assicom Ticino S.A.
On 1 March 2018, the Board of Directors of Innolva S.p.A. resolved to dispose of the stake held in Swiss company Creditreform Assicom Ticino SA since, after the changes made to the corporate structure of Assicom Ribes S.p.A. (now Innolva S.p.A.) in 2017, this investment was no longer considered strategic.
The transaction involved the disposal as at closing date of 70% of the share capital for a total of CHF 370 thousand over 4 years, expiring in 2022, with an early payment option. A call option will be provided on the remaining 30% at a pre-established price of CHF 150 thousand, to be exercised by the purchaser between the date of full payment of the instalment and 2023.
Creditreform Assicom Ticino S.A. was consolidated on a line-by-line basis until 31 May 2018. The company contributed to the Tecnoinvestimenti Group's revenues for the first half of the year for € 293 thousand and to loss for € 34 thousand. Starting from 1 June 2018, the company was accounted using the equity method.
The following table summarises the fair value at the sale date of the main components of the compensation paid:
In thousands of Euro
| Fair value of consideration on the sale 70% | 276 |
|---|---|
| Fair value of the 30% stake maintained | 128 |
| Total | 404 |
| Book value Net Assets Creditreform | 191 |
| Goodwill allocated to the CGU Creditreform | 222 |
| Conversion reserve recognised in the income statement |
-5 |
| Total Net assets sold | 409 |
| Capital losses from the loss of control | 5 |
The net cash flow deriving from deconsolidation of Camerfirma Assicom Ticino S.A. is shown below:
| In thousands of Euro | |
|---|---|
| Consideration received | 30 |
| Cash and cash equivalents sold | -53 |
| Net cash flow deriving from deconsolidation | -23 |
Information on the Statement of financial position
It should be noted that the tables of changes in equity items show the effect on the consolidated data of the changes in the scope of consolidation (of the values estimated provisionally for the assets and liabilities acquired as part of the acquisition of Camerfirma, and the sale of control of Creditreform Assicom Ticino S.A.), as illustrated in Note 12 - Business Combinations and Note 13 - Divestitures.
14. PROPERTY, PLANT AND EQUIPMENT
Provided below are the changes in property, plant and equipment investments:
| Amounts in thousands of Euro | 31/12/2017 | Investments | Divestments /Disposals |
Depreciation | Reclassifications | Change in Scope of Acquisitions |
Change in Scope of Disposals |
30/6/2018 |
|---|---|---|---|---|---|---|---|---|
| Land | ||||||||
| Cost | 161 | 0 | -13 | 0 | 0 | 0 | 0 | 148 |
| Net value | 161 | 0 | -13 | 0 | 0 | 0 | 0 | 148 |
| Leased land | ||||||||
| Cost | 303 | 0 | 0 | 0 | 0 | 0 | 0 | 303 |
| Net value | 303 | 0 | 0 | 0 | 0 | 0 | 0 | 303 |
| Buildings | ||||||||
| Cost | 1,499 | 0 | -56 | 0 | 0 | 0 | 0 | 1,443 |
| Accumulated Depreciation | -447 | 0 | 13 | -22 | 0 | 0 | 0 | -456 |
| Net value | 1,052 | 0 | -43 | -22 | 0 | 0 | 0 | 987 |
| Leased buildings | ||||||||
| Cost | 2,953 | 0 | 0 | 0 | 0 | 0 | 0 | 2,953 |
| Accumulated Depreciation | -1,170 | 0 | 0 | -44 | 0 | 0 | 0 | -1,214 |
| Net value | 1,783 | 0 | 0 | -44 | 0 | 0 | 0 | 1,739 |
| Plants and machinery | ||||||||
| Cost | 6,914 | 68 | -22 | 0 | 0 | 809 | -8 | 7,761 |
| Accumulated Depreciation | -5,568 | 0 | 22 | -470 | 9 | -694 | 4 | -6,697 |
| Net value | 1,346 | 68 | 0 | -470 | 9 | 115 | -4 | 1,064 |
| Industrial and commercial equipment |
||||||||
| Cost | 189 | 18 | 0 | 0 | 0 | 0 | 0 | 207 |
| Accumulated Depreciation | -106 | 0 | 0 | -12 | 0 | 0 | 0 | -118 |
| Net value | 83 | 18 | 0 | -12 | 0 | 0 | 0 | 89 |
| Leasehold improvements | ||||||||
| Cost | 1,812 | 11 | -60 | 0 | 0 | 0 | -7 | 1,757 |
| Accumulated Depreciation | -1,137 | 0 | 60 | -95 | 0 | 0 | 2 | -1,170 |
| Net value | 676 | 11 | 0 | -95 | 0 | 0 | -5 | 586 |
| Assets in progress and advances | ||||||||
| Cost | 0 | 28 | 0 | 0 | 0 | 0 | 28 | |
| Net value | 0 | 28 | 0 | 0 | 0 | 0 | 28 | |
| Other assets | ||||||||
| Cost | 15,372 | 1,296 | -87 | 0 | 0 | 87 | -25 | 16,642 |
| Accumulated Depreciation | -12,489 | 0 | 51 | -1,129 | 0 | -63 | 9 | -13,622 |
| Net value | 2,883 | 1,296 | -36 | -1,129 | 0 | 23 | -17 | 3,021 |
| Other leased assets | ||||||||
| Cost | 65 | 86 | -65 | 0 | 0 | 0 | 0 | 86 |
| Accumulated Depreciation | -65 | 0 | 65 | -3 | 0 | 0 | 0 | -3 |
| Net value | 0 | 86 | 0 | -3 | 0 | 0 | 0 | 83 |
| Property, plant and equipment | 8,287 | 1,507 | -93 | -1,775 | 9 | 138 | -26 | 8,047 |
15. INTANGIBLE ASSETS AND GOODWILL
This item includes intangible assets with indefinite (goodwill) or definite (intangible assets) useful life.
| Amounts in thousands of Euro |
31/12/2017 | Investments | Divestments/ Disposals |
Amortisation | Reclassifications | Change in Scope of Acquisitions |
Change in Scope of Disposals |
Delta Exchange rates |
30/6/2018 |
|---|---|---|---|---|---|---|---|---|---|
| Goodwill | |||||||||
| Original cost | 213,298 | -222 | 213,076 | ||||||
| Net value | 213,298 | 0 | 0 | 0 | 0 | 0 | -222 | 0 | 213,076 |
| Other intangible assets with indefinite useful life |
|||||||||
| Original cost | 376 | 29 | 405 | ||||||
| Bad debts provision |
0 | 0 | |||||||
| Net value | 376 | 29 | 0 | 0 | 0 | 0 | 0 | 0 | 405 |
| Industrial patent and intellectual property rights |
|||||||||
| Original cost | 46,373 | 1,064 | -9 | 289 | 1,425 | 49,141 | |||
| Accumulated amortisation |
-39,009 | 9 | -1,749 | -9 | -1,118 | -41,875 | |||
| Net value | 7,364 | 1,064 | 0 | -1,749 | 280 | 307 | 0 | 0 | 7,266 |
| Concessions, licences, trademarks and similar rights |
|||||||||
| Original cost | 276 | 12 | -44 | 30 | 274 | ||||
| Accumulated amortisation |
-181 | 44 | -6 | -30 | -173 | ||||
| Net value | 95 | 12 | 0 | -6 | 0 | 0 | 0 | 0 | 101 |
| Other intangible assets from consolidation |
|||||||||
| Original cost | 41,565 | 41,565 | |||||||
| Accumulated amortisation |
-12,612 | -1,984 | -14,597 | ||||||
| Net value | 28,952 | 0 | 0 | -1,984 | 0 | 0 | 0 | 0 | 26,968 |
| Assets in progress and advances |
|||||||||
| Original cost | 1,701 | 522 | -1,530 | 140 | 833 | ||||
| Net value | 1,701 | 522 | 0 | 0 | -1,530 | 140 | 0 | 0 | 833 |
| Databases | |||||||||
| Original cost | 2,107 | 4,107 | 1,240 | 7,454 | |||||
| Accumulated amortisation |
-1,905 | -663 | -2,568 | ||||||
| Net value | 202 | 4,107 | 0 | -663 | 1,240 | 0 | 0 | 0 | 4,886 |
| Other | |||||||||
| Original cost | 3,397 | -2,070 | 1 | -70 | 1,258 | ||||
| Accumulated amortisation |
-2,693 | 2,066 | -114 | -1 | 50 | -1 | -693 | ||
| Net value | 704 | 0 | -4 | -114 | 0 | 0 | -20 | -1 | 565 |
| Intangible assets with definite and indefinite useful life |
252,693 | 5,734 | -4 | -4,517 | -9 | 447 | -243 | -1 | 254,102 |
Goodwill
As at 30 June 2018, the item amounts to € 213,076 thousand and can be broken down as follows among CGU/Operating segments:
| In thousands of Euro | Chang | |||
|---|---|---|---|---|
| CGU | Operating | 30/6/2018 | 31/12/2017 | e |
| segments | ||||
| Goodwill Innolva | (Credit Information & Management) | 83,630 | 83,630 | 0 |
| Goodwill RE Valuta | (Credit Information & Management) | 4,578 | 4,578 | 0 |
| Goodwill Creditreform | (Credit Information & Management) | 0 | 222 | -222 |
| Goodwill Warrant | (Innovation & Marketing Services) | 52,987 | 52,987 | 0 |
| Goodwill Co.Mark | (Innovation & Marketing Services) | 46,663 | 46,663 | 0 |
| Goodwill Visura | (Digital Trust) | 25,191 | 25,191 | 0 |
| Goodwill Ecomind | (Digital Trust) | 27 | 27 | 0 |
| Goodwill | 213,076 | 213,298 | -222 |
Goodwill is periodically subject to testing to determine the existence of any impairment. For the purpose of preparing these Condensed Interim Consolidated Financial Statements, based on the information available and in view of the absence of "trigger events", the decision was taken not to carry out the impairment tests, which therefore will be performed at the time of the preparation of the Consolidated Financial Statements at year-end.
Elimination of the goodwill allocated to the Creditreform CGU is due to the 70% disposal and to the consequent loss of control of the CGU identified as the company Creditreform Assicom Ticino. For details, please refer to Note 13 - Divestitures.
Other intangible assets with indefinite useful life
The item Other intangible assets with indefinite useful life consists of the value of the press review database called AZ Press attributable to Innolva S.p.A. Considering the specific nature of this database, it is not possible to define criteria to link the value of individual data with the historical value and determine a useful life. Each verification of the value of the database as a whole, as well as that of the ability to express useful life, can therefore only be by means of periodic analysis of the recoverability of the investment. For the purpose of preparing these Condensed Interim Consolidated Financial Statements, based on the information available and in view of the absence of "trigger events", it was decided not to proceed with the preparation of impairment tests, which will therefore be performed at the time of the drafting of the Consolidated Financial Statements at year-end.
Intangible assets with definite useful life
The item Industrial patent and intellectual property rights includes both the expenses for maintenance and development of the platform related to the software application for the management of Credit Information & Management databases and the costs for the purchase of software licences used for the supply of Digital Trust services.
The Databases increased by € 4,107 thousand due to investments made during the period, in addition to € 1,240 thousand for beginning of production of investments made at the end of 2017. Investment in the business unit Credit Information & Management, specifically in the company Innolva S.p.A., envisaged establishment of the initial structure and constant updating of the positions in the proprietary archives through steady annual investments. The underlying reasons for the investment are: the possibility of developing an offering aligned with market demand, which calls for the launch of innovative products and proposition of associated additional services; independence in the procurement phases from the main competitors and the possibility of guaranteeing the highest quality standards with respect to the depth of the data underlying the analyses and the accuracy guaranteed by their continuous updating.
Other intangible assets from consolidation consist of the intangible assets recognised during the fair value measurement of the assets acquired as part of the following business combinations:
| In thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Customer list & backlog order Assicom | 10,889 | 11,410 | -521 |
| Customer list Ribes | 5,243 | 5,424 | -181 |
| Customer list Infonet | 4,475 | 4,654 | -179 |
| Customer list Visura group | 4,327 | 5,048 | -721 |
| Customer list Co.Mark | 1,645 | 1,974 | -329 |
| Customer list Datafin | 389 | 442 | -53 |
| Other intangible assets from consolidation | 26,968 | 28,952 | -1,984 |
The decrease recognised during the period can be attributed to amortisation.
16. EQUITY INVESTMENTS
Equity-accounted investments
During the period, there was an increase in the Creditreform Assicom Ticino S.A. investment, following full deconsolidation until 31 May 2018, due to the sale of control of said company, as previously commented on in Note 13 - Divestitures. Given the 30% stake, the company was consolidated through the equity method starting from 1 June 2018.
As at 30 June 2018, the item in question includes the following equity investments in associated companies:
- eTuitus S.r.l., a university spin-off established in October 2014, of which InfoCert S.p.A. holds 24% of the share capital.
- Innovazione2 Sagl, a Swiss company in which Warrant Group S.r.l. holds a 30% stake.
- Creditreform Assicom Ticino S.A., a Swiss company in which Innolva S.p.A. holds a 30% stake.
The table below provides the valuation details of companies consolidated using the equity method.
| In thousands of Euro | % ownership |
31/12/2017 | Increases/Decreases in the income statement |
Changes in scope of consolidation |
Exchange rate Delta |
30/6/2018 | % ownership |
|---|---|---|---|---|---|---|---|
| eTuitus S.r.l. | 24% | 14 | 14 | 24% | |||
| Innovazione 2 Sagl | 30% | 11 | 31 | 0 | 42 | 30% | |
| Creditreform Assicom Ticino S.A. | 0% | 0 | 0 | 128 | -1 | 127 | 30% |
| Shareholdings in Associated companies |
25 | 30 | 128 | 0 | 183 |
Other investments
The item in question includes investments in other companies for € 29 thousand (€ 49 thousand as at 31 December 2017) and refers to minority interests in companies/consortia. The decrease during the period is due to the sale of the entire investment (16.33%) in Gestio S.r.l. by Warrant Group Srl for € 50 thousand; this sale generated a capital gain of € 29 thousand, recognised under Financial income.
17. OTHER NON-CURRENT FINANCIAL ASSETS, EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS
| Amounts in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Other financial assets, excluding derivative financial instruments | 850 | 543 | 306 |
The increase in the item is mainly due to recognition of the receivable, for the amount due over 12 months of € 163 thousand, relative to the price deferment granted to the purchasers of 70% of Creditreform (better described in Note 13 - Divestitures). The remaining amount mainly includes receivables for security deposits.
18. DEFERRED TAX ASSETS/LIABILITIES
Deferred tax assets/liabilities, due to temporary deductible and taxable differences generated also as a result of consolidation adjustments, can be broken down as follows:
| Amounts in thousands of Euro | 31/12/2017 | Allocations (Releases) Income statement |
Allocations (Releases) Shareholders' equity |
Allocations (Releases) Comprehensive inc. statement |
Change in Scope of Acquisitions |
30/6/2018 |
|---|---|---|---|---|---|---|
| Deferred tax assets | 5,556 | -1,448 | 3,987 | -1 | 478 | 8,573 |
| Deferred tax liabilities | -9,345 | 739 | -853 | 0 | 0 | -9,459 |
| Net balance | -3,789 | -708 | 3,134 | -1 | 478 | -886 |
The increase in Deferred tax assets first of all refers to application as at 1 January 2018 of IFRS 15, which required the allocation of € 3,987 thousand, with offsetting entry in Shareholders' equity, partly offset in First Half 2018 with entry in the income statement. A net allocation to the income statement for tax losses was recognised during the period as well (given the expected recoverability for the new tax consolidation option by the end of the year), equal to € 1,034 thousand. Full consolidation of Camerfirma resulted in recognition of Deferred tax assets for € 478 thousand for tax losses to be recovered.
Deferred tax liabilities refer primarily to the fair value of assets emerging on the allocation of the excess cost paid in business combinations (€ 7,636 thousand), issued during the period for € 565 thousand. The allocation of € 853 thousand was recorded during the half-year, with offsetting entry under Shareholders' equity, due to adoption from 1 January 2018 of IFRS 15 (€ 689 thousand) and IFRS 9 (€ 164 thousand).
19. CONTRACT COST ASSETS
The following are recognised under Contract cost assets, pursuant to IFRS 15 "Revenue from contracts with customers":
- incremental costs for obtainment of the sales contract;
- sales contract fulfilment costs.
| Amounts in thousands of Euro | Adoption IFRS 15 1/1/2018 |
30/6/2018 |
|---|---|---|
| Contract obtainment cost assets | 2,559 | 2,768 |
| Contract fulfilment cost assets | 1,456 | 1,645 |
| Non-current contract cost assets | 4,015 | 4,413 |
|---|---|---|
| Contract fulfilment cost assets | 1,029 | 1,461 |
| Current contract cost assets | 1,029 | 1,461 |
| Contract cost assets | 5,044 | 5,874 |
The incremental costs to obtain a sales contract are recognised under Non-current assets; the Group recognises as expenses the incremental costs to obtain the contract when they are sustained, in the case in which the amortisation period of the assets that the Group would have otherwise recognised does not exceed one year.
Contract obtainment cost assets, equal to € 2,768 thousand as at 30 June 2018, include commissions paid to agents to obtain contracts predominantly in the Credit Information & Management and Innovation & Marketing Services sectors, specifically by the Co.Mark group. These costs are amortised on a straight-line basis and in line with the average duration of the contracts to which they refer. The periodic release of the amount relating to First Half 2018 amounts to € 3,683 thousand, and no impairment losses on the capitalised costs were recorded.
Contract fulfilment costs are recognised under Current assets if it is believed that the transfer to the customer of the goods or services to which the asset refers will take place within twelve months. Non-current assets include costs to fulfil the sales contract if the transfer to the customer of the goods and services to which the asset refers is carried out after twelve months.
Non-current contract fulfilment cost assets include costs sustained in Digital Trust to implement "ad hoc" customer platforms to provide a series of services within a time frame of over twelve months. Current contract fulfilment cost assets include costs sustained to provide consulting services in Innovation & Marketing Services, specifically by the Warrant Group, which do not generate inventories, with respect to which the relative income has still not been recognised (recognised under Inventories until 31 December 2017). The periodic release of Contract fulfilment cost assets for the amount relating to First Half 2018 equaled € 961 thousand, and no impairment losses on the capitalised costs were recorded.
20. CONTRACT ASSETS
Contract assets of € 5,365 thousand as at 30 June 2018 predominantly comprise the Group's right to receive consideration for work completed but not yet invoiced as at the end of the period. These assets are reclassified under Trade receivables when the right becomes unconditional.
Adoption of IFRS 15 as at 1 January 2018 involved a reclassification of € 4,710 thousand in Contract assets, recognised under Trade and other receivables as at 31 December 2017.
21. TRADE AND OTHER RECEIVABLES
The item Trade and other receivables totalled € 84,226 thousand (€ 80,928 thousand as at 31 December 2017) and can be detailed as follows:
| in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Receivables from customers | 336 | 258 | 78 |
| Deferred assets | 606 | 313 | 293 |
| Receivables from others | 72 | 72 | 0 |
| Trade receivables and other non-current receivables | 1,014 | 643 | 371 |
| Receivables from customers | 75,470 | 70,115 | 5,355 |
| Receivables from associated companies | 1 | 0 | 1 |
| Receivables from others | 2,830 | 1,779 | 1,051 |
| VAT credit | 44 | 1,619 | -1,575 |
| IRPEF credit | 6 | 7 | -1 |
| Other tax receivables | 738 | 577 | 161 |
| Deferred assets | 4,124 | 6,046 | -1,922 |
| Accrued assets | n.a. | 3 | -3 |
| Contract work in progress | n.a. | 140 | -140 |
| Trade and other current receivables | 83,211 | 80,285 | 2,926 |
| of which vs Related parties | 473 | 563 | -90 |
| Trade and other receivables | 84,226 | 80,928 | 3,297 |
Receivables from customers are shown net of the related bad debts provision.
The increase in current receivables from customers was impacted by the balances generated by the consolidation of the Camerfirma group which, at 30 June 2018, amounted to € 2,656 thousand net of the associated bad debt provision. Also note that due to adoption of IFRS 15 as of 1 January 2018, as anticipated in the previous note, the amount of € 4,710 thousand in Contract assets was reclassified into Receivables from customers, Accrued assets and Contract work in progress as at 31 December 2017.
The following table provides a breakdown of current trade receivables from customers as at 30 June 2018, grouped by maturity brackets, gross and net of the related bad debts provision:
| Amounts in thousands of Euro | 30/6/2018 | due | past due within 90 days |
past due between 91 and 180 days |
past due between 181 days and 1 year |
past due beyond 1 year |
|---|---|---|---|---|---|---|
| Trade receivables from current customers | 79,624 | 47,706 | 15,326 | 5,828 | 4,815 | 5,949 |
| Bad debts provision | 4,154 | 141 | 100 | 204 | 638 | 3,071 |
| % Bad debts provision | 5.2% | 0.3% | 0.7% | 3.5% | 13.2% | 51.6% |
| Net value | 75,470 | 47,565 | 15,226 | 5,623 | 4,177 | 2,879 |
The following table shows changes in the period in the Bad debts provision:
| Amounts in thousands of Euro | |
|---|---|
| Bad debts provision as at 31 December 2017 | 3,614 |
| Allocation 2018 | 900 |
| Uses 2018 | -489 |
| Releases 2018 | -9 |
| Change in scope of consolidation (acquisitions) | 165 |
| Change in scope of consolidation (disposals) | -26 |
| Bad debts provision as at 30 June 2018 | 4,154 |
Deferred assetsrepresent charges accrued after the cash flows and/or documentation have been exchanged; they do not depend on the time of payment of the corresponding charges, pertain to two or more fiscal years and proportionally allocated based on time. This item, in addition to the cost of insurance and rent, mainly relates to hardware and software maintenance services purchased by Infocert S.p.A., as well as the commissions due to agents and the unused portion of prepaid supply contracts of Innolva S.p.A. The decrease in the item is due to recognition under Contract obtainment cost assets (Note 19) of commissions to agents for obtaining contracts, mainly in the sectors of Credit Information & Management and Innovation & Marketing Services, previously recognised under deferred assets for the non-accrued portion.
A significant contribution to the increase in Receivables from others is payment of the signing deposit by Innolva S.p.A. of € 900 thousand, upon signing for acquisition of the companies Comas Srl and Webber Srl; the transaction closed on 5 July 2018. The balance of receivables from others as at 30 June 2018 includes the receivable for contributions on research and development projects presented to the Lazio Region regarding EU funds still to be received by InfoCert S.p.A. for € 724 thousand; the remaining balance is due primarily to advances to suppliers and agents.
22. INVENTORIES
Inventories as at 30 June 2018 amounted to € 963 thousand (€ 2,072 thousand as at 31 December 2017) and can be broken down as follows:
| in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Raw and ancillary materials and consumables | 713 | 860 | -148 |
| Finished products and goods | 251 | 183 | 68 |
| Pending costs | n.a. | 1,029 | -1,029 |
| Inventories | 963 | 2,072 | -1,109 |
Due to adoption on 1 January 2018 of IFRS 15, the costs sustained for the provision of consulting services, with respect to which the relative revenue has not yet been measured, recognised under Pending costs as at 31 December 2017 and equal to € 1,029 thousand, were reclassified under Contract cost assets (as indicated in Note 19 - Contract cost assets).
Inventories of raw materials are mainly attributable to the Digital Trust sector and consist principally of chips for business keys, smart cards, CNS and other electronic components available for sale. Inventories of raw materials are shown net of the related bad debts provision equal to Euro 106 thousand; said provision did not change during the period. Inventories of finished products and goods are also attributable to the Digital Trust sector and relate to inventories of ature readers, smart cards and business keys.
23. OTHER CURRENT FINANCIAL ASSETS, EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS
Other current financial assets amounted to € 4,110 thousand at 30 June 2018 (€ 4,311 thousand at 31 December 2017).
Partial collection of a capitalisation insurance contract by the Visura group for € 400 thousand is recognised during the period; the existing receivable as at 30 June 2018 amounted to € 1,920 thousand (€ 2,306 thousand at 31 December 2017).
The remaining balance as at 30 June 2018 includes € 1,682 thousand related to specific financial assets classified as "Financial assets at fair value recognised in profit or loss".
24. CURRENT TAX ASSETS AND LIABILITIES
As at 30 June 2018, the Group showed an overall net debt position for current taxes equal to € 9,589 thousand (net debt position of € 4,135 thousand as at 31 December 2017) as detailed below:
| in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Current tax assets | 1,490 | 1,990 | -500 |
| of which vs Related parties | 1,133 | 1,167 | -34 |
| Current tax liabilities | 11,078 | 6,125 | 4,953 |
| of which vs Related parties | 1,998 | 2,395 | -397 |
| Net current tax assets | -9,589 | -4,135 | -5,453 |
Note that the deadline has expired for tax consolidation for the period 2015-2017 by the Majority Shareholder Tecno Holding S.p.A., in which the Parent Company Tecnoinvestimenti S.p.A. and InfoCert S.p.A. participated. Related party transactions at 30 June 2018 relate to assets and liabilities for current IRES taxes, of the Parent Company and InfoCert S.p.A. respectively, vis-a-vis the Majority Shareholder Tecno Holding S.p.A. for the 2017 taxation period.
25. DERIVATIVE FINANCIAL INSTRUMENTS
The financial assets and liabilities for derivative instruments may be broken down as follows:
| In thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Non-current financial assets for hedging derivatives | 37 | 40 | -3 |
| Non-current financial liabilities for hedging derivatives | 189 | 202 | -12 |
| Current financial liabilities for hedging derivatives | 3 | 0 | 3 |
| Liabilities for net hedging derivative financial instruments | 156 | 162 | -6 |
Non-current financial liabilities for hedging derivatives relate primarily to Interest Rate Swap (IRS) agreements entered into by the Group to cover the risk of variability in cash flows due to fluctuating interest rates on a portion of the Cariparma line A1 loan and on a portion of the Cariparma line A2 loan (referred to in Note 30 - Financial liabilities, excluding derivative financial instruments). Below is a table with the details of the IRSs outstanding as at 30 June 2018:
in thousands of Euro
| Company | Bank | Notiona l |
Maturity | Rate received | Rate paid | Fair value as at 30/6/2018 |
Fair value as at 31/12/2017 |
|
|---|---|---|---|---|---|---|---|---|
| IRS | Tecnoinvestimenti S.p.A. | Crédit Agricole Cariparma | 3,157 | 31/12/2020 | Euribor 6 months |
0.576% | -43 | -49 |
| IRS | Tecnoinvestimenti S.p.A. | Banca Popolare dell'Emilia Romagna |
2,882 | 31/12/2020 | Euribor 6 months |
0.576% | -39 | -45 |
| IRS | Tecnoinvestimenti S.p.A. | Iccrea Banca Impresa | 824 | 31/12/2020 | Euribor 6 months |
0.576% | -11 | -13 |
| IRS | Tecnoinvestimenti S.p.A. | Crédit Agricole Cariparma | 4,566 | 30/06/2023 | Euribor 6 months |
0.600% | -48 | -38 |
| IRS | Innolva S.p.A. | Crédit Agricole Cariparma | 1,167 | 31/12/2020 | Euribor 6 months |
0.595% | -17 | -19 |
| IRS | Innolva S.p.A. | Banca Popolare dell'Emilia Romagna |
1,066 | 31/12/2020 | Euribor 6 months |
0.595% | -15 | -17 |
| IRS | Innolva S.p.A. | Iccrea Banca Impresa | 305 | 31/12/2020 | Euribor 6 months |
0.595% | -4 | -5 |
| IRS | Innolva S.p.A. | Crédit Agricole Cariparma | 1,034 | 30/06/2023 | Euribor 6 months |
0.640% | -12 | -9 |
| instruments" | Total Interest Rate Swap "hedging | 15,000 | -189 | -195 |
Provided below is a table with the details of the Interest Rate Floors outstanding as at 30 June 2018, stipulated during 2017 following renegotiation of the aforementioned loans, in order to make hedging of the IRS with maturity 31/12/2020 fully effective at the renegotiated conditions.
| in thousands of Euro | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Counterparty bank | Notional | Maturity | Hedged rate | Strike | Fair value as at 30/6/2018 |
Fair value as at 31/12/2017 |
|
| Floor | Tecnoinvestimenti S.p.A. |
Crédit Agricole Cariparma |
6,863 | 31/12/2020 | Euribor 6 months |
0.001% | 27 | 29 |
| Floor | Innolva S.p.A. | Crédit Agricole Cariparma |
2,538 | 31/12/2020 | Euribor 6 months |
0.001% | 10 | 11 |
| Total Floor Option "hedging | 9,400 | 37 | 40 |
instruments"
The € 3 thousand in Current financial liabilities for hedging derivatives are to be attributed to an Interest Rate Cap purchased by Sixtema S.p.A. relating to a hedging strategy on a finance lease.
in thousands of Euro Company Counterparty bank Notional Maturity Hedged rate Strike Fair value as at 30/6/2018 Fair value as at 31/12/2017 Cap Sixtema S.p.A. Credem 555 01/04/2019 Euribor 3 months 2.000% -3 -7 Total Cap Option "hedging instruments" 555 -3 -7
Derivative financial instruments fall within Level 2 of the fair value hierarchy.
26. CASH AND CASH EQUIVALENTS
Cash and cash equivalents amounted to € 43,352 thousand as at 30 June 2018 (€ 36,987 thousand as at 31 December 2017) and the breakdown is as follows:
| Amounts in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Bank and postal deposits | 43,282 | 36,929 | 6,354 |
| Cheques | 36 | 34 | 2 |
| Cash and cash equivalents | 34 | 24 | 10 |
| Cash and cash equivalents | 43,352 | 36,987 | 6,366 |
The balance is mainly represented by the cash and cash equivalents held in bank accounts at leading national banks.
27. SHAREHOLDERS' EQUITY
Consolidated Shareholders' equity at 30 June 2018 amounted to € 138,847 thousand (€ 143,317 thousand at 31 December 2017) and can be analysed as follows:
| Amounts in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Share capital | 46,573 | 46,573 | 0 |
| Legal reserve | 2,031 | 1,433 | 598 |
| Share premium reserve | 53,917 | 53,917 | 0 |
| Reserve from valuation of hedging derivatives | -149 | -154 | 5 |
| Defined-benefits plan reserve | -394 | -394 | 0 |
| Other reserves | 18,777 | 21,173 | -2,396 |
| Profit (loss) for the Group | 14,206 | 20,233 | -6,027 |
| Total Group equity | 134,961 | 142,780 | -7,820 |
| Capital and reserves attributable to minority interests | 3,130 | 459 | 2,670 |
| Profit (loss) attributable to minority interests | 397 | 78 | 319 |
| Total minority interests | 3,527 | 537 | 2,990 |
| Total Shareholders' equity | 138,487 | 143,317 | -4,830 |
On 13 June 2018, Tecnoinvestimenti S.p.A. communicated that, based on the results of the annual accounts of the companies forming part of the Group, the condition pursuant to art. 3 of the Regulations on the "Tecnoinvestimenti 2016-2019 Warrant" became applicable for the year ended 31 December 2017. Therefore, Cedacri S.p.A. - shareholder that, based on the information publicly available, holds a 1.352% stake in Tecnoinvestimenti S.p.A. - will be entitled, up until 30 September 2018, to exercise the second tranche of warrants held up to a maximum of 317,000, corresponding to 317,000 new ordinary shares of Tecnoinvestimenti S.p.A. (equal to 0.681% of the latter's current share capital), at a subscription price of € 3.40 per share, determined in accordance with the relevant Regulations.
The Reserve from valuation of hedging derivatives refers to the fair value valuation of hedging derivatives (referred to in Note 25 - Derivative financial instruments).
The defined-benefits plan reserve refers to the actuarial component of the Employee Severance Indemnity according to the requirements of IAS 19.
28. PROVISIONS
Provisions, amounting to € 1,614 thousand at 30 June 2018 (€ 1,940 thousand at 31 December 2017) are detailed as follows:
| In thousands of Euro | 31/12/2017 | Provisions | Uses | Releases | Change in scope |
30/6/2018 |
|---|---|---|---|---|---|---|
| Provision for pensions | 802 | 179 | -14 | -65 | 0 | 902 |
| Other non-current provisions | 796 | 133 | -100 | -247 | 0 | 582 |
| Non-current provisions | 1,598 | 312 | -114 | -312 | 0 | 1,484 |
| Other current provisions | 342 | 4 | -217 | 0 | 0 | 130 |
| Current provisions | 342 | 4 | -217 | 0 | 0 | 130 |
| Provisions | 1,940 | 316 | -331 | -312 | 0 | 1,614 |
The provision for pensions relates to the provision of the supplementary indemnity of customers due, in the cases provided by law, to agents based on the actuarial valuation of the liability quantifying future payments, through the projection of indemnities accrued on the valuation date by agents until the estimated time of interruption of the contract. Provisions net of releases are recognised by nature in Service costs.
The items Other current and non-current provisions include disputes with current employees or employees who have stopped working as at 30 June 2018. Provisions for disputes with employees, net of provisions, are recognised by nature in Personnel costs for an overall effect during the period of € 46 thousand.
29. EMPLOYEE BENEFITS
Employee benefits, amounting to € 11,986 thousand at 30 June 2018 (€ 11,337 thousand at 31 December 2017) are detailed as follows:
| Amounts in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Employee severance indemnity | 10,640 | 10,322 | 318 |
| Other non-current employee benefits | 959 | 655 | 304 |
| Non-current employee benefits | 11,599 | 10,977 | 622 |
| Other current employee benefits | 388 | 360 | 28 |
| Current employee benefits | 388 | 360 | 28 |
| Employee benefits | 11,986 | 11,337 | 650 |
The item Other employee benefits includes the accrued liability associated with the Virtual Stock Option Plan approved by the Board of Directors of the Parent Company on 14 November 2016 for senior managers with strategic responsibilities, aimed at the payment of deferred sums corresponding to the growth in the value of the Company's shares. The current liability, relating to the first tranche of Stock Options that may be exercised starting from 31 January 2018, is equal to € 388 thousand, while the non-current liability, relating to the second tranche of Stock Options that may be exercised starting from 31 July 2019, amounts to € 486 thousand.
The item Other non-current employee benefits includes the provision equal to € 472 thousand relating to a long-term incentive program for the management of InfoCert S.p.A., the payment of which is expected in 2020.
30. FINANCIAL LIABILITIES, EXCLUDING FINANCIAL DERIVATIVE INSTRUMENTS
This item includes financial liabilities assumed by the Group for a variety of reasons, with the exception of those deriving from the underwriting of financial derivative instruments, and is broken down as follows:
| Amounts in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Current portion of bank loans | 7,591 | 7,360 | 230 |
| Non-current portion of bank loans | 38,399 | 43,058 | -4,658 |
| Other current bank payables | 805 | 1,292 | -486 |
| Liabilities for the purchase of non-controlling interests, current | 41,503 | 5,752 | 35,750 |
| Liabilities for the purchase of non-controlling interests, non-current | 11,619 | 44,820 | -33,200 |
| Liabilities for current contingent consideration | 3,697 | 3,138 | 559 |
| Liabilities for non-current contingent consideration | 0 | 876 | -876 |
| Current price deferment liabilities | 2,531 | 1,689 | 842 |
| Non-current price deferment liabilities | 7,004 | 9,394 | -2,390 |
| Liabilities to Majority shareholder for current loans | 25,248 | 252 | 24,996 |
| Liabilities to Majority shareholder for non-current loans | 0 | 25,000 | -25,000 |
| Liabilities for the purchase of current leased assets | 142 | 134 | 8 |
| Liabilities for the purchase of non-current leased assets | 744 | 785 | -42 |
| Current payables to other lenders | 4,328 | 2,106 | 2,223 |
| Non-current payables to other lenders | 3 | 3 | -1 |
| Current financial liabilities | 85,845 | 21,723 | 64,122 |
| of which vs Related parties | 25,248 | 252 | 24,996 |
| Non-current financial liabilities | 57,769 | 123,935 | -66,166 |
| of which vs Related parties | 0 | 25,000 | -25,000 |
| Total | 143,614 | 145,658 | -2,044 |
Non-current financial liabilities expected to mature in more than 5 years from the date of the financial statements equal € 392 thousand and relate to finance leases. The following is a summary of the financial liabilities recognised in the Financial statements as at 30 June 2018, classified according to the contractual maturity:
| Amounts in Euro | within one year |
between 1 and 2 years |
between 2 and 3 years |
between 3 and 4 years |
between 4 and 5 years |
more than 5 years |
Book value as at 30/6/2018 |
|---|---|---|---|---|---|---|---|
| Bank loans | 7,591 | 9,568 | 9,609 | 9,564 | 9,659 | 0 | 45,990 |
| Other current bank payables | 805 | 805 | |||||
| Liabilities for the purchase of minority interests | 41,503 | 11,619 | 53,122 | ||||
| Liabilities for contingent consideration | 3,697 | 3,697 | |||||
| Price deferment liabilities | 2,531 | 2,489 | 2,423 | 1,038 | 1,054 | 9,535 | |
| Liabilities to Majority Shareholder for loans | 25,248 | 0 | 25,248 | ||||
| Liabilities for the purchase of leased assets | 142 | 148 | 132 | 37 | 35 | 392 | 886 |
| Payables to other lenders | 4,328 | 3 | 4,331 | ||||
| Total financial liabilities | 85,845 | 23,827 | 12,163 | 10,639 | 10,748 | 392 | 143,614 |
Bank loans
Details of the Bank loans in place at 30 June 2018 are provided below, with evidence of the current and noncurrent portions. The current portion includes any accrued interest.
| Bank loans | Counterparty | Rate | Expiry date | Current portion |
Non-current portion |
Residual value as at 30 June 2018 |
|---|---|---|---|---|---|---|
| In thousands of Euro | ||||||
| Loan line of credit A1 | Cariparma S.p.A. | Euribor 6 months + spread 1.30% | 30/6/2023 | 3,477 | 13,166 | 16,642 |
| Loan line of credit A2 | Cariparma S.p.A. | Euribor 6 months + spread 1.30% | 30/6/2023 | 1,084 | 4,098 | 5,182 |
| Loan line of credit A3 | Cariparma S.p.A. | Euribor 6 months + spread 1.60% | 30/6/2023 | 450 | 1,721 | 2,172 |
| Loan line of credit B | Cariparma S.p.A. | Euribor 6 months + spread 1.60% | 30/6/2023 | 0 | 9,872 | 9,872 |
| UBI loan | UBI Banca S.p.A. | Euribor 6 months + spread 1.60% | 30/6/2023 | 1,111 | 8,787 | 9,898 |
| MPS loan | MPS S.p.A. | 0.81% p.a. / Euribor 6 months + 0.85% spread |
31/03/2019 | 375 | 0 | 375 |
| Warrant Group loans | 1,077 | 729 | 1,806 | |||
| Other minor loans | 17 | 27 | 44 | |||
| 7,591 | 38,399 | 45,990 |
The Cariparma line A1, Cariparma line A2 and Cariparma line A3 loans were taken out on 27 April 2017 in order to renegotiate the loan obtained on 16 December 2014 in the amount of Euro 36.5 million entered into with a pool of banks, of which Crédit Agricole Cariparma was lead bank. The main terms of the contract are as follows: maturity on 30 June 2023 and repayment of semi-annual instalments at 6-month Euribor plus a margin of 130 bps. The applicable margin shall be determined based on the Debt Cover Ratio (hereafter "DCR", namely the ratio of NFP to EBITDA, defined contractually) as follows: DCR ≥ 3 Margin 145 bps; DCR < 3 and ≥ 1 Margin 130 bps; DCR < 1 margin 115 bps.
The Capex facility line (Cariparma line B loan) available upon request for € 15 million at 6M Euribor plus 160 bps was used to the extent of € 10 million as at 30 June 2018 as a result of the disbursement on 29 November 2017 to cover part of the investment in Warrant Group S.r.l. (described in more detail in Note 12 - Business Combinations. The repayment of principal will take place in half-yearly instalments starting from 31 December 2019, maturing on 30 June 2023, and interest will be paid on a half-yearly basis starting from 31 December 2017. The applicable margin shall be determined based on the Debt Cover Ratio (DCR) as follows: DCR ≥ 3 Margin 175 bps; DCR < 3 and ≥ 1 Margin 160 bps; DCR < 1 margin 145 bps. On the unused portion (€ 5 million as at 31 December 2017) there is a non-use fee, starting from 1 January 2018, equal to 15 bps, which will rise to 25 bps from 1 July 2018 and 35 bps from 1 January 2019.
On the Cariparma loans, Tecnoinvestimenti S.p.A. is committed, for each reference half-year, to respect the following limits: maximum DCR threshold of 3.5 and NFP/Equity ratio of 2.0. At 30 June 2018, these parameters were respected.
UBI Loan for an original amount of € 10 million obtained on 30 November 2017 to support the investment in Warrant Group S.r.l. The loan was disbursed at 6M Euribor plus 160 bps and requires repayment of principal in half-yearly instalments starting from 30 June 2019 and maturing on 30 June 2023, with interest paid on a half-yearly basis starting from 31 December 2017. The applicable margin shall be determined based on the Leverage Ratio (LR), which is the contractually defined ratio of NFP to EBITDA, as follows: LR ≥ 3 Margin 175 bps; LR < 3 and ≥ 1 Margin 160 bps; LR < 1 margin 145 bps. Starting from 30 June 2017 and for each reference half-year period, the Parent Company will need to meet the following financial limits: LR less than 3.5 and Gearing Ratio (ratio of NFP and Shareholders' Equity) lower than 2.0. At 30 June 2018, these parameters were respected.
The MPS loan was obtained on 7 January 2016 by Assicom S.p.A. (now Innolva S.p.A.) for the original amount of € 1,500 thousand, in order to finance the acquisition of Datafin concluded in 2015. The loan is not secured by guarantees. The loan, with a duration of 3 years, is repayable in 12 quarterly instalments, including capital and interest, as of 30 June 2016. The rate applied is an annual nominal rate of 0.81%, notwithstanding the possibility for the bank, with no obligation of advance notice, to adjust the rate to 6-month Euribor plus a fixed spread of 0.85 points per annum.
The Warrant Loans refer to the minor loans outstanding as at 30 June 2018, with different banking institutions under the Warrant group.
The changes in Bank loans are shown below, to allow for a better understanding of cash flows recognised under Financing activities in the Statement of Cash Flows:
| Amounts in Euro | 31/12/2017 | IFRS 9 adjustment at 1/1/2018 |
Principal payments |
Interest paid |
Accrued interest |
30/6/2018 |
|---|---|---|---|---|---|---|
| Bank loans | 50,418 | -682 | -3,976 | -359 | 590 | 45,990 |
IFRS 9 Adjustment at 1 January 2018 involved a decrease in bank debt to account for the effects of changes in cash flows relative to refinancing during 2017, recognised prospectively in accordance with IAS 39, for which IFRS 9 requires immediate recognition in the income statement. The above decrease was recognised as an offsetting entry to shareholders' equity as at 1 January 2018.
Other current bank payables
Other current bank payables as at 30 June 2018 amount to € 805 thousand and refer to bank overdrafts of € 784 thousand used by the Group to meet temporary liquidity needs.
Liabilities for the purchase of non-controlling interests
The item Liabilities for the purchase of minority interests includes the liabilities for put options granted by the Group to the minority shareholders of RE Valuta S.p.A. (11.875%), Co.Mark S.p.A. (20%), Visura S.p.A. (40%), Sixtema S.p.A. (20%) and Warrant Group Srl (30%). The value of these liabilities was calculated as the current value of the amount to be paid at the contractual maturities against the reversal of the interests of these minority shareholders. As at 30 June 2018, the discount rate used was equal to the WACC used for the purposes of the impairment test of the goodwill resulting from the purchase of the equity investments in question (8.0%).
| In thousands of Euro | 30/6/2018 | 31/12/2017 | |||||
|---|---|---|---|---|---|---|---|
| 30/6/2018 | Current | Non-current | 31/12/2017 | Current | Non current |
Change | |
| Warrant Group Put Options | 24,834 | 13,215 | 11,619 | 23,901 | 23,901 | 933 | |
| Co.Mark Put Options | 13,032 | 13,032 | 11,990 | 5,752 | 6,238 | 1,042 | |
| Visura Put Options | 12,968 | 12,968 | 12,480 | 12,480 | 487 | ||
| Sixtema Put Options | 1,224 | 1,224 | 1,176 | 1,176 | 47 | ||
| RE Valuta Put Options | 1,064 | 1,064 | 1,024 | 1,024 | 40 | ||
| Total Liabilities for the purchase of minority interests |
53,122 | 41,503 | 11,619 | 50,572 | 5,752 | 44,820 | 2,550 |
Liabilities for contingent consideration
Liabilities for contingent consideration connected to acquisitions were determined at the present value of the amounts to be paid at the contractual expiries. As at 30 June 2018, the discount rate used was equal to WACC used for the purposes of the impairment test of the goodwill resulting from the purchase of the equity investments in question (8.0%).
| In thousands of Euro | 30/6/2018 | 31/12/2017 | |||||
|---|---|---|---|---|---|---|---|
| 30/6/2018 | Current | Non-current | 31/12/2017 | Current | Non current |
Change | |
| Warrant Group contingent consideration (Earn Out) |
2,786 | 2,786 | 2,777 | 2,777 | 9 | ||
| Sixtema contingent consideration (Earn Out) | 769 | 769 | 739 | 739 | 30 | ||
| Eurofidi contingent consideration (Earn Out) | 142 | 142 | 137 | 137 | 5 | ||
| Eco-Mind App Factory contingent consideration (Earn Out) |
0 | 361 | 361 | -361 | |||
| Total liabilities for contingent consideration (Earn Out) |
3,697 | 3,697 | 0 | 4,014 | 3,138 | 876 | -317 |
Changes in contingent consideration (Earn Out) are recognised in the Income Statement under Financial charges.
Payment of the contingent consideration linked to the selling shareholders of Eco-Mind App Factory for € 372 thousand was recognised during the period.
Price deferment liabilities
Price deferment liabilities represent the payable at the reporting date referring to deferments obtained from the selling shareholders of Co.Mark S.p.A. (€ 4,223 thousand), Warrant Group S.r.l. (€ 5,150 thousand) and Eurofidi for the disposal of the business unit (€ 162 thousand).
The changes in Price deferment liabilities are shown below, to allow for a better understanding of cash flows recognised under Financing activities in the Statement of Cash Flows:
| Amounts in Euro | 31/12/2017 | Principal payments | Interest paid |
Accrued interest |
30/6/2018 |
|---|---|---|---|---|---|
| Price deferment liabilities | 11,083 | -1,522 | -112 | 86 | 9,535 |
Liabilities to Majority Shareholder for loans
The item Liabilities to Majority Shareholder refers to the loan of € 25 million, maturing on 30 June 2019, granted by the Majority Shareholder Tecno Holding S.p.A. in two tranches in 2016. For this loan, the expected interest is calculated at Euribor 6m/365 plus two percentage points. It is noted that the rate applied may never be less than 2% on an annual basis.
The changes in Liabilities to Majority Shareholder for loans are shown below, to allow for a better understanding of cash flows recognised under Financing activities in the Statement of Cash Flows:
| Amounts in Euro | 31/12/2017 | Interest paid | Accrued interest | 30/6/2018 |
|---|---|---|---|---|
| Liabilities to Majority Shareholder for loans | 25,252 | -252 | 248 | 25,248 |
Liabilities for the purchase of leased assets
Liabilities for the purchase of leased assets include the liability with regard to Sixtema S.p.A. for an amount at 30 June 2018 of € 553 thousand, relative to a finance lease agreement with a duration of 18 years, maturing in 2030, concerning a portion of the property in Modena where the company office is located. The remaining amount of the liability equal to € 284 thousand can be ascribed to the remaining financial liability on a finance lease agreement on a property located in Buja (UD), where the company Innolva S.p.A. is headquartered.
The changes in Liabilities for the purchase of leased assets are shown below, to allow for a better understanding of cash flows recognised under Financing activities in the Statement of Cash Flows:
| Amounts in Euro | 31/12/2017 | Principal payments |
Interest paid |
Accrued interest |
New no cash-flow liabilities |
30/6/2018 |
|---|---|---|---|---|---|---|
| Liabilities for the purchase of leased assets |
919 | -119 | -15 | 15 | 86 | 886 |
Payables to other lenders
Payables to other lenders amount to € 4,331 thousand (€ 2,109 as at 31 December 2017) and increased mainly due to recognition of € 1,449 thousand in debt for dividends resolved and partly unpaid by Warrant Group Srl.
The item also includes € 2,432 thousand in prepaid amounts paid by customers to purchase stamps and fees not yet used at the date of 30 June 2018 (€ 1,751 thousand as at 31 December 2017) and € 440 thousand to payables to customers for amounts recovered to be restituted as part of credit recovery activities of the Credit Information & Management Business Unit (€ 354 thousand as at 31 December 2017).
31. TRADE AND OTHER CURRENT PAYABLES
The item Trade and other current payables totalled Euro 52,434 thousand (Euro 47,725 thousand as at 31 December 2017) and can be detailed as follows:
| Amounts in thousands of Euro | 30/6/2018 | 31/12/2017 | Change |
|---|---|---|---|
| Payables to suppliers | 28,888 | 26,865 | 2,023 |
| Payables to Majority Shareholder | 90 | 106 | -16 |
| Payables to Associated companies | 117 | 88 | 29 |
| Due to Social security | 4,966 | 4,745 | 222 |
| VAT liability | 4,743 | 909 | 3,834 |
| Payable for withholding taxes to be paid | 2,442 | 2,685 | -243 |
| Payables to employees | 10,256 | 10,842 | -585 |
| Due to others | 778 | 1,022 | -244 |
| Accrued sales charges | 153 | 464 | -311 |
| Trade and other current payables | 52,434 | 47,725 | 4,709 |
| of which vs Related parties | 227 | 242 | -15 |
The increase in Payables to suppliers was impacted by the balances generated by the consolidation of the Camerfirma group, which at 30 June 2018 amounted to € 849 thousand.
32. CONTRACT LIABILITIES
Deferred revenue and income, equal to € 28,030 thousand as at 31 December 2017, was reclassified as at 1 January 2018 as a result of adoption of IFRS 15, under the items Contract liabilities (for € 27,780 thousand) and Deferred income (€ 250 thousand).
Contract liabilities represent the Group's obligation to transfer to the customer goods or services for which the Group has received consideration from the customer or for which consideration is due. This item was equal to € 47,983 thousand as at 30 June 2018 and can be broken down as follows:
| Amounts in thousands of Euro | 31/12/2017 | IFRS 15 Reclassification 1/1/2018 |
IFRS 15 Adjustment 1/1/2018 |
Decreases revenues 1st Half 2018 |
Increases | Reclassifications | Change in Scope of Acquisitions |
Change in Scope of Disposals |
30/6/2018 |
|---|---|---|---|---|---|---|---|---|---|
| Non-current contract liabilities | n.a. | 1,437 | 4,149 | 0 | 2,644 | -1,272 | 0 | 0 | 6,958 |
| Current contract liabilities | n.a. | 26,343 | 9,278 | -16,657 | 20,821 | 1,272 | 25 | -56 | 41,025 |
| Contract liabilities | n.a. | 27,780 | 13,427 | -16,657 | 23,464 | 0 | 25 | -56 | 47,983 |
The increase in the item Contract liabilities, with respect to reclassification from the item Deferred revenue and income, is first of all due to the adoption of IFRS 15, which involved recognition of greater liabilities as at 1 January 2018 for € 13,427 thousand.
33. DEFERRED INCOME
The item Deferred income totalled € 551 thousand (€ 250 thousand as at 31 December 2017) and includes deferrals for operating grants.
Information on the comprehensive income statement
With respect to First Half 2017, the consolidated figures of First Half 2018 include the balances from the first half-year of the Warrant group (Innovation & Marketing Services sector) consolidated as of 1 December 2017, the First Quarter 2018 balances of Sixtema S.p.A. (Digital Trust sector) consolidated from 1 April 2017, and the months of May and June for the Camerfirma group (Digital Trust sector) consolidated as of 1 May 2018; they do not include the balances of June for Creditreform Ticino SA (Credit Information & Management sector); therefore, the change in the income statement items, unless otherwise indicated, is attributable to the change in scope of consolidation.
Note that, as already commented extensively in Note 13 - Business Combinations of the 2017 Consolidated Financial Statements, in relation to completion of the activities for identification of the fair value of assets and liabilities of Sixtema S.p.A. as at the acquisition date, with respect to the previous accounting statements published, the comparative balances of First Half 2017 were re-stated as follows.
| in thousands of Euro | 2017 | Completion of Sixtema Business combination |
2017 restated |
|---|---|---|---|
| Revenues | 85,404 | 0 | 85,404 |
| Costs of raw materials | 2,843 | 0 | 2,843 |
| Service costs | 33,347 | 0 | 33,347 |
| Personnel costs | 29,801 | 0 | 29,801 |
| Contract costs | 0 | 0 | 0 |
| Other operating costs | 1,028 | 0 | 1,028 |
| Amortisation and depreciation | 5,163 | 15 | 5,178 |
| Provisions | 0 | 0 | 0 |
| Impairment | 818 | 0 | 818 |
| Total costs | 73,000 | 15 | 73,015 |
| OPERATING PROFIT | 12,404 | -15 | 12,389 |
| Financial income | 259 | 639 | 899 |
| Financial charges | 981 | -8 | 972 |
| Net financial income (charges) | -722 | 648 | -74 |
| Share of profit of equity-accounted investments, net of tax | 2 | 0 | 2 |
| PROFIT BEFORE TAX | 11,685 | 633 | 12,318 |
| Income taxes | 3,705 | -4 | 3,701 |
| NET PROFIT FROM CONTINUING OPERATIONS | 7,980 | 637 | 8,617 |
| Profit (loss) from discontinued operations, net of tax | 0 | 0 | 0 |
| NET PROFIT | 7,980 | 637 | 8,617 |
Since 1 January 2018, the Group has adopted IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments", which have led to changes in accounting policies and adjustments to the amounts entered in the accounts. Comparative 2017 data have not been restated, while the economic data for First Half 2018 are also stated without applying IFRS 15 and IFRS 9.
34. REVENUES
In First Half 2018 Revenues totalled € 114,510 thousand (€ 85,404 thousand in the same period of the previous year). Revenues rose compared to the same period of the prior year 34.1%, of which 3.6% due to organic growth, 30.3% to the change in the scope of consolidation and 0.2% to the adoption of IFRS 15 from 1 January 2018. The amount would have been € 114,347 thousand if the Group had not adopted IFRS 15.
| In thousands of Euro | six-month period closed at 30 June | |||
|---|---|---|---|---|
| 2018 | 2017 | Change | ||
| Revenues from sales and services | 113,377 | 84,312 | 29,065 | |
| Other revenues and income | 1,133 | 1,092 | 41 | |
| Revenues | 114,510 | 85,404 | 29,106 | |
| of which vs Related parties | 1,145 | 167 | 978 | |
| of which non-recurring | 179 | 0 | 179 |
The following table summarises details of revenues by operating segment:
| In thousands of Euro Six-month period closed at 30 June |
Digital Trust | Credit Information & Management |
Innovation & Marketing Services |
Other units (Holding costs) |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | |
| Segment revenue | 45,799 | 39,215 | 37,296 | 36,921 | 31,656 | 9,407 | 330 | 251 | 115,082 | 85,794 |
| Intra-unit revenue | 117 | 32 | 125 | 109 | 0 | 0 | 330 | 250 | 572 | 390 |
| Revenue from external customers |
45,682 | 39,184 | 37,170 | 36,813 | 31,656 | 9,407 | 0 | 1 | 114,510 | 85,404 |
Non-recurring revenues of € 179 thousand regard the capital gain, recognised under Other revenues and income, achieved on the sale of a capital property (for details, see Note 14 - Property, plant and equipment).
35. COSTS OF RAW MATERIALS
Costs of raw materialsin First Half 2018 amounting to € 2,875 thousand (€ 2,843 thousand in the same period of the previous year), refer almost entirely to the Digital Trust Business Unit, largely due to InfoCert S.p.A., and mainly include the amounts relating to the purchase of IT products intended for resale to customers. Costs of raw materials are up compared to the same period of the prior year, equal to 1.1%, of which -6.8% due to organic change, -7.7% to the change in the scope of consolidation and 15.7% to the adoption of IFRS 15 from 1 January 2018. The amount would have been € 2,430 thousand if the Group had not adopted IFRS 15.
| In thousands of Euro | six-month period closed at 30 June | ||
|---|---|---|---|
| 2018 | 2017 | Change | |
| Hardware, software | 2,648 | 2,280 | 368 |
| Production consumption | 115 | 253 | -138 |
| Change in inventory of raw and ancillary materials, consumables and goods |
112 | 200 | -87 |
| Other general consumption | 0 | 110 | -110 |
| Costs of raw materials | 2,875 | 2,843 | 33 |
36. SERVICE COSTS
In First Half 2018, service costs totalled € 38,657 thousand (€ 33,347 thousand in the same period in the previous year). Service costs rose compared to the same period of the prior year 15.9%, of which 6.7% due to organic change, 22.9% to the change in the scope of consolidation and -13.7% to the adoption of IFRS 15 from 1 January 2018. The amount would have been € 43,214 thousand if the Group had not adopted IFRS 15, mainly due to the different treatment of the portion of costs of the agent network, capitalised based on the new standard under Contract obtainment cost assets (pursuant to Note 19 - Contract cost assets) and recognised for the relative portion under Contract obtainment costs (pursuant to Note 38 - Contract costs).
| In thousands of Euro | six-month period closed at 30 June | ||
|---|---|---|---|
| 2018 | 2017 | Change | |
| Purchase of access to databases | 12,208 | 10,778 | 1,430 |
| Technical services | 10,242 | 5,948 | 4,293 |
| Costs for agent network | 1,445 | 4,052 | -2,607 |
| Costs for use of third-party assets | 3,278 | 2,285 | 993 |
| Specialist professional services | 1,582 | 1,721 | -139 |
| Travel, assignments, and lodging expenses | 1,716 | 1,229 | 487 |
| Maintenance costs | 1,113 | 1,198 | -85 |
| IT structure costs | 1,104 | 1,029 | 74 |
| Advertising, marketing and communication | 1,394 | 833 | 562 |
| Help desk services | 959 | 812 | 146 |
| Consultancy | 467 | 502 | -34 |
| Network and connectivity costs | 761 | 464 | 298 |
| Utilities and telephone costs | 565 | 432 | 133 |
| Banking costs | 386 | 302 | 84 |
| Insurance | 274 | 190 | 84 |
| Independent auditors' fees for audit and other services | 199 | 188 | 10 |
| Statutory auditors' fees | 192 | 176 | 16 |
| Other service costs | 1,924 | 1,476 | 448 |
| Capitalised service costs | -1,154 | -268 | -886 |
| Service costs | 38,657 | 33,347 | 5,309 |
| of which vs Related parties | 635 | 736 | -101 |
| of which non-recurring | 401 | 757 | -356 |
The increase in Capitalised service costs is due to the effect of Capitalised service costs in fulfilment of the contract (introduced by IRFS 15) for the costs sustained in Digital Trust to implement "ad hoc" customer platforms to provide a series of services within a time frame of over twelve months, as better described in Note 19 - Contract cost assets.
In First Half 2018, non-recurring service coststotalled € 401 thousand, due to costs connected to acquisitions of target companies.
37. PERSONNEL COSTS
In First Half 2018, Personnel costs totalled € 38,447 thousand (€ 29,801 thousand in the same period of the previous year). Personnel costs rose compared to the same period of the prior year 29.0%, of which 3.4% due to organic growth, 28.0% to the change in the scope of consolidation and -2.4% to the adoption of IFRS 15 from 1 January 2018. The amount would have been € 39,165 thousand if the Group had not adopted IFRS 15, mainly due to recognition under Capitalised personnel costs of the suspension in Contract obtainment cost assets (Note 19 - Contract cost assets) of the costs sustained in Digital Trust for implementation of "ad hoc" customer platforms from which to provide a series of services within a time frame of over twelve months.
| In thousands of Euro | six-month period closed at 30 June | ||
|---|---|---|---|
| 2018 | 2017 | Change | |
| Wages and salaries | 26,325 | 20,034 | 6,292 |
| Social security contributions | 7,443 | 5,483 | 1,960 |
| Employee severance indemnity | 1,725 | 1,338 | 387 |
| Other personnel costs | 1,838 | 1,233 | 605 |
| Capitalised personnel costs | -1,144 | -483 | -661 |
| Directors' fees | 1,933 | 2,108 | -175 |
| Ongoing partnerships | 327 | 88 | 239 |
| Personnel costs | 38,447 | 29,801 | 8,646 |
| of which non-recurring | 134 | 380 | -246 |
The following table shows the number of employees as at 30 June 2018 and the average number of employees in First Half 2018 compared to First Half 2017.
| Number of employees | 30/6/2018 | avg. no. six-month period closed at 30 June | ||
|---|---|---|---|---|
| 2018 2017 |
||||
| Senior managers | 34 | 32 | 31 | |
| Middle managers | 171 | 163 | 128 | |
| Employees | 1,041 | 1,001 | 784 | |
| Total | 1,246 | 1,196 | 943 |
The allocation for the half-year of € 182 thousand relating to the liability connected with the Virtual Stock Options Plan approved by the Board of Directors of the Parent Company on 14 November 2016 was included in the item Other personnel costs, aimed at key management personnel, targeted at disbursing deferred sums corresponding to the growth in value of Tecnoinvestimenti shares. Allocations and releases of employee benefit provisions were also recognised in the item.
Non-recurring personnel costs recognised in First Half 2018 mainly refer to the costs for reorganisation of the Credit Information & Management sector, already launched in 2017.
38. CONTRACT COSTS
The item Contract costs, introduced following application of IFRS 15, includes the periodic release of the period's share of the incremental cost assets capitalised for obtaining or fulfilling the contract (better described in Note 19 - Contract cost assets).
| In thousands of Euro | six-month period closed at 30 June 2018 |
|---|---|
| Contract obtainment costs | 3,683 |
| Contract fulfilment costs | 961 |
| Contract costs | 4,644 |
39. OTHER OPERATING COSTS
In First Half 2018 Other operating costs totalled € 1,014 thousand (€ 1,028 thousand in the same period in the previous year), of which € 3 thousand with respect to Related parties. These costs refer to items of a residual nature such as membership fees, donations and gifts, sundry taxes and duties, sanctions and penalties and contingent liabilities.
40. AMORTISATION/DEPRECIATION, PROVISIONS AND IMPAIRMENTS
Details of the items depreciation/amortisation, provisions and impairment are summarised below:
| In thousands of Euro | six-month period closed at 30 June | ||
|---|---|---|---|
| 2018 | 2017 | Change | |
| Depreciation of property, plant and equipment | 1,775 | 1,309 | 466 |
| Amortisation of intangible assets | 4,517 | 3,869 | 648 |
| Amortisation/Depreciation | 6,292 | 5,178 | 1,114 |
| Provisions | -117 | 0 | -117 |
| Impairment | 890 | 818 | 72 |
Amortisation and depreciation in First Half 2018 amount to € 6,292 thousand (€ 5,178 thousand in the same period of the prior year), of which € 1,775 thousand referring to Property, plant and equipment and € 4,517 thousand to Intangible assets. With regard to their composition, we refer to the tables of changes in Property, plant and equipment and Intangible assets, respectively in Notes 14 and 15.
Provisions for the period, equal to a negative value of € 117 thousand, refer to the release of provisions made in prior years for -€ 199 thousand, due to elimination of the risks linked to customer and supplier disputes and to the provision of € 82 thousand for new risks.
The item Impairment in the period refers entirely to adjustment for the expected losses on trade receivables; in this regard, please refer to Note 21 - Trade and other receivables.
41. NET FINANCIAL CHARGES
In First Half 2018, Net financial charges totalled € 995 thousand (€ 74 thousand in the same period in the previous year). The amount would have been € 885 thousand if the Group had not adopted IFRS 9.
| In thousands of Euro | six-month period closed at 30 June | |||
|---|---|---|---|---|
| 2018 | 2017 | Change | ||
| Financial income | 82 | 899 | -817 | |
| of which non-recurring | 0 | 747 | -747 | |
| Financial charges | 1,077 | 972 | 104 | |
| of which vs Related parties | 248 | 248 | 0 | |
| Net financial income (charges) | -995 | -74 | -921 |
Financial income
Non-recurring financial income in First Half 2017 includes income from the consolidation of Sixtema S.p.A., equal to € 747 thousand. Financial income for First Half 2018 includes the capital gain of € 29 thousand recognised as a result of disposal of the stake in Gestio S.r.l. (for details, see Note 16 - Equity investments).
Financial charges
| In thousands of Euro | six-month period closed at 30 June | ||
|---|---|---|---|
| 2018 | 2017 | Change | |
| Interest expenses | 708 | 627 | 81 |
| Amortised cost | 244 | 94 | 149 |
| Negative adjustment to the fair value of contingent consideration | 55 | 149 | -94 |
| Negative adjustment to financial instruments at fair value | 3 | 14 | -11 |
| Charges on hedging derivatives | 58 | 53 | 5 |
| Other financial charges | 9 | 35 | -26 |
| Financial charges | 1,077 | 972 | 104 |
| of which vs Related parties | 248 | 248 | 0 |
Interest expensesrecognised comprise € 356 thousand in bank loans pursuant to Note 30 - Financial liabilities; the total financial charges in the period related to bank loans also include € 244 thousand for expenses accrued by applying the effective interest criterion (it would have been € 134 thousand if IFRS 9 had not been adopted), and € 58 thousand for Charges on hedging derivatives.
Interest expenses also include € 248 thousand in costs (same amount as in first half of 2017) on the € 25 million loan obtained by Majority Shareholder Tecno Holding and € 87 thousand (€ 62 thousand in First Half 2017) on deferrals granted to the selling shareholders Co.Mark S.p.A. and Warrant Group Srl.
The negative adjustment to the fair value of contingent considerations was impacted by adjustment of the contingent considerations (Earn outs) to be paid to the selling shareholders of Sixtema, Warrant Group, Eco-Mind App Factory and Eurofidi with respect to the amount estimated at 31 December 2017. For details, please refer to the matters already discussed in Note 30 - Financial liabilities, excluding derivative financial instruments.
The Negative adjustment to financial instruments at fair value is related to financial assets classified as "Financial assets at fair value recognised in the income statement" referred to in Note 23 - Other current financial assets.
42. INCOME TAXES
In First Half 2018, the income tax expense totalled € 6,240 thousand, and can be detailed as follows:
| In thousands of Euro | six-month period closed at 30 June | ||
|---|---|---|---|
| 2018 | 2017 | Change | |
| IRES | 4,922 | 4,137 | 785 |
| IRAP | 940 | 876 | 64 |
| Current foreign taxes | 32 | 18 | 15 |
| Deferred tax liabilities | -739 | -575 | -164 |
| Deferred tax assets | 1,448 | -165 | 1,612 |
| Income taxes related to previous years | 34 | -16 | 50 |
| Proceeds from tax consolidation | -397 | -574 | 177 |
| Income taxes | 6,240 | 3,701 | 2,539 |
| of which non-recurring | -104 | -294 | 190 |
The actual tax rate on the Profit before tax is 29.9%, essentially in line with the first half of the prior year (30.0%).
The item Deferred tax liabilities refers predominantly to the releases of deferred tax liabilities relating to the amortisation of intangible assets recorded at the time of the accounting of business combinations at fair value, as better detailed in Note 18.
The item Deferred tax assets includes releases of assets allocated as at 1 January 2018 following introduction of IFRS 15. This allocation, recognised under Shareholders' equity, was € 3,987 thousand.
The item Proceeds from tax consolidation includes income recognised by InfoCert S.p.A. for the GOP (Gross operating profit) transferred in 2017 to the tax consolidation. Note that following tax consolidation in 2017 under Majority Shareholder Tecno Holding S.p.A., the tax losses recognised in First Half 2018 were recognised under Deferred tax assets, given the expected recoverability for the new tax consolidation option by the end of the year.
43. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing Net profit for the period attributable to the Group by the weighted average number of ordinary shares outstanding during the period (net of any treasury shares):
| In thousands of Euro | six-month period closed at 30 June | |
|---|---|---|
| 2018 | 2017 | |
| Net profit (Euro thousands) | 14,206 | 8,584 |
| Weighted average number of outstanding ordinary shares | 46,573,120 | 46,256,120 |
| Basic earnings per share (Euro) | 0.31 | 0.19 |
Diluted earnings, equal to € 0.30 per share, include the effects of the 2016-2019 Tecnoinvestimenti Warrants for a total of 634,000 shares, granted in favour of the shareholder Cedacri S.p.A., which envisage an issue price of shares in service of the Warrants of € 3.40 per share, compared to an average fair value of Tecnoinvestimenti shares in First Half 2018, weighted by volume, of € 6.70 per share:
| In thousands of Euro | six-month period closed at 30 June | |
|---|---|---|
| 2018 | 2017 | |
| Net profit (Euro thousands) | 14,206 | 8,584 |
| Diluted weighted average number of shares | 46,885,492 | 46,578,803 |
| Diluted earnings per share (Euro) | 0.30 | 0.18 |
44. TRANSACTIONS WITH RELATED PARTIES
All transactions with Related parties are part of normal business operations and are regulated at normal market conditions.
Below is the summary table of all equity balances and the incidence on the related items of the financial statements as at 30 June 2018 and the relative comparative figures as at 31 December 2017:
| 30/6/2018 | |||||||
|---|---|---|---|---|---|---|---|
| In thousands of Euro | Non-current financial assets |
Current tax assets |
Trade and other current receivables |
Non-current financial liabilities |
Current financial liabilities |
Trade and other current payables |
Current tax liabilities |
| Majority Shareholder | 8 | 1,133 | 20 | 25,248 | 90 | 1,998 | |
| Associated companies | 1 | 117 | |||||
| Other Related parties | 451 | 19 | |||||
| Total Related parties | 8 | 1,133 | 473 | 0 | 25,248 | 227 | 1,998 |
| Total financial statement item |
850 | 1,490 | 83,211 | 57,769 | 85,845 | 52,434 | 11,078 |
| % Incidence on Total | 0.9% | 76.0% | 0.6% | 0.0% | 29.4% | 0.4% | 18.0% |
| 31/12/2017 | |||||||
| In thousands of Euro | Non-current financial assets |
Current tax assets |
Trade and other current receivables |
Non-current financial liabilities |
Current financial liabilities |
Trade and other current payables |
Current tax liabilities |
| Majority Shareholder | 0 | 1,167 | 20 | 25,000 | 252 | 106 | 2395 |
| Associated companies | 63 | ||||||
| Other Related parties | 543 | 72 | |||||
| Total Related parties | 0 | 1,167 | 563 | 25,000 | 252 | 242 | 2,395 |
| Total financial statement item |
543 | 1,990 | 80,285 | 123,935 | 21,723 | 47,725 | 6,125 |
| % Incidence on Total | 0.0% | 58.6% | 0.7% | 20.2% | 1.2% | 0.5% | 39.1% |
Assets and liabilities related to current taxes refer, respectively, to payables and receivables arising from the tax losses and taxable income transferred respectively by the Majority Shareholder and by InfoCert S.p.A., up to 2017, as part of the tax consolidation headed by the Majority Shareholder Tecno Holding S.p.A. Note that the terms of the tax consolidation for the period 2015-2017 have expired.
The item Financial liabilities due to the Majority Shareholder refers to the loan of € 25,000 thousand, expiring on 30 June 2019, disbursed by Tecno Holding S.p.A. in two tranches in 2016. For this loan, the expected interest is calculated at the Euribor 6m/365 plus two percentage points. It is noted that the rate applied may never be less than 2% on an annual basis.
The table below summarises all economic transactions and the incidence on the associated items of the income statement in First Half 2018 and the relative comparative balances in First Half 2017:
| six-month period closed at 30 June 2018 | |||||||
|---|---|---|---|---|---|---|---|
| In thousands of Euro | Revenues | Service costs | Other operating costs | Financial charges | |||
| Majority Shareholder | 190 | 248 | |||||
| Associated companies | 1 | 21 | |||||
| Other Related parties | 1,144 | 423 | 3 | ||||
| Total Related parties | 1,145 | 635 | 3 | 248 | |||
| Total financial statement item | 114,510 | 38,657 | 1,014 | 1,077 | |||
| % Incidence on Total | 1.0% | 1.6% | 0.3% | 23.0% | |||
| six-month period closed at 30 June 2017 | |||||||
| In thousands of Euro | Revenues | Service costs | Other operating costs | Financial charges | |||
| Majority Shareholder | 162 | 4 | 248 | ||||
| Associated companies | 167 | 115 | |||||
| Other Related parties | 459 | 9 | |||||
| Total Related parties | 167 | 736 | 13 | 248 | |||
| Total financial statement item | 85,404 | 33,347 | 1,028 | 972 | |||
| % Incidence on Total | 0.2% | 2.2% | 1.3% | 25.5% |
Service costs to the Majority shareholder mainly relate to lease contracts in place for the offices used by the Parent Company (Rome and Milan) and InfoCert S.p.A. Financial charges to the Majority Shareholder refer to interest accrued on the loan mentioned above.
Transactions with associates in First Half 2017 referred to Sixtema S.p.A., associated up to 31 March 2017.
Service costs to other Related parties refer primarily to costs for lease fees of the offices of Co.Mark S.p.A. and the Visura group.
45. NET FINANCIAL INDEBTEDNESS
As required by Consob communication no. DEM/6064293 of 28 July 2006, the Group's Net financial indebtedness as at 30 June 2018 is provided below:
| 30/6/2018 | of which vs Related parties |
31/12/2017 | of which vs Related parties |
|
|---|---|---|---|---|
| A Cash | 43,316 | 36,953 | ||
| B Cash equivalents | 36 | 34 | ||
| C Securities held for trading | 0 | 0 | ||
| D Liquidity (A+B+C) | 43,352 | 36,987 | ||
| E Current financial receivables | 4,110 | 4,311 | ||
| F Current bank debt | -817 | -1,297 | ||
| G Current portion of non-current debt | -7,579 | -7,355 | ||
| H Other current financial debt | -77,453 | -25,248 | -13,071 | -252 |
| I Current financial debt (F+G+H) | -85,849 | -21,723 | ||
| J Net current financial indebtedness (D+E+I) | -38,387 | 19,574 | ||
| K Non-current bank debt | -38,399 | -43,058 | ||
| L Bonds issued | 0 | 0 | ||
| M Other non-current financial payables | -19,559 | -81,079 | -25,000 | |
| N Non-current financial debt (K+L+M) | -57,958 | -124,137 | ||
| O Net financial position (indebtedness) (J+N) | -96,345 | -104,563 |
46. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE PERIOD
On 5 July 2018, the company Innolva S.p.A. completed its acquisition of Comas S.r.l. and Webber S.r.l., two companies active in the sale of business and real estate information through the internet. The transaction is part of the broader strategy aimed at strengthening the positioning on the web and increasing Innolva's market share. Comas S.r.l. and Webber S.r.l., respectively established in 1976 and 2013, are predominantly active in the resale, through the internet, of business information such as filings with the Chambers of Commerce, cadastral property registries, the automobile registry, and the Registry Office, and court certificates, reports on natural and legal persons and other information services. Through the Comas and Webber web sites, Innolva will commercialize its higher value-added products, such as business information, marketing lists, scoring and rating, and it will invest in its positioning, starting from this platform that boasts approximately 2.5 million unique visitors per year. The total consideration for the two companies amounts to € 9.25 million, of which € 0.49 million paid, as a deferred price, over 5 years with regular payments. The transaction will be funded by internal resources.
On 9 July 2018, Tecnoinvestimenti S.p.A. signed two Capped Swap derivative contracts with UBI Banca. These derivative contracts were stipulated to hedge the risk connected to variability in the cash flows due to fluctuation in the Euribor 6-month interest rate (Cash Flow Hedge) on the Cariparma Line B and UBI loans, which expire on 30 June 2023 (as better defined in Note 30 to the Condensed Interim Consolidated Financial Statements). Both contracts envisage a maximum Euribor 6-month rate of 1.5%.
On 12 July 2018, Tecnoinvestimenti S.p.A. completed the purchase of an additional 10% of Co.Mark S.p.A., which operates in the Innovation & Marketing Services Business Unit, for a total amount of € 6,296 thousand, following the exercising of the second put option by minority shareholders within the contractually envisaged times. The initial acquisition contract for 70% of the share capital indeed envisaged that the remaining 30%, held by the founding shareholders, be subject to Put&Call option rights, which may be exercised in three annual tranches of 10% each, at a price calculated through the application of a variable multiple on annual EBITDA, taking into account the net financial position and on the basis of the growth rates recorded. Tecnoinvestimenti's stake in Co.Mark S.p.A. has thus risen to 90%.
On 23 July 2018, following the resignation of Mr. Alessandro Barberis, director as well as Deputy Chairman, the Board of Directors co-opted Mr. Gian Paolo Coscia, as first non-elected candidate from the majority list in the Shareholders' Meeting of 24 April 2018 (the same list that included the outgoing director).
Certification of the Condensed Interim Consolidated Financial Statements pursuant to art. 81-ter of Consob Regulation no. 11971 of 14 May 1999 as amended
-
- The undersigned Pier Andrea Chevallard and Nicola Di Liello, as Chief Executive Officer and Designated Manager Responsible for the preparation of the Corporate Accounts of Tecnoinvestimenti S.p.A., respectively, certify, taking into account the provisions of art. 154-bis, paragraphs 3 and 4, of Italian Legislative Decree 24 February 1998 n. 58:
- the adequacy in relation to the characteristics and
- the effective application of the administrative and accounting procedures in drawing up the Condensed Consolidated Financial Statements of First Half 2018.
-
- In this regard, it is stated that no significant aspects were identified.
-
- It is also certified that:
- 3.1 The Condensed Interim Consolidated Financial Statements:
- a. are drawn up in accordance with the applicable international accounting standards recognised in the European Community pursuant to (EC) Regulation no. 1606/2002 of the European Parliament and Council of 19 July 2002;
- b. correspond to the results of the books and accounting records;
- c. are suitable in providing a true and accurate representation of the balance sheet, income statement and financial position of the issuer and of the set of companies included within the consolidation.
3.2 The Interim Report on Operations provides a reliable analysis of information on the key events that took place during the first six months of the year and on their impact on the Condensed Interim Consolidated Financial Statements, along with a description of the main risks and uncertainties for the remaining six months of the year. The Interim Report on Operations also includes a reliable analysis of the information on significant transactions with Related parties.
Milan, 2 August 2018
Pier Andrea Chevallard Nicola Di Liello
Chief Executive Officer Manager Responsible for the preparation of Corporate Accounting Documents