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Tinexta Interim / Quarterly Report 2020

Sep 7, 2020

4493_ir_2020-09-07_ba9e3f8e-35ac-4ef1-81e2-a6be8a9f0a8e.pdf

Interim / Quarterly Report

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This English version of Tinexta's Half-Year Financial Report at 30/06/2020 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.

COMPANY DATA and COMPOSITION OF CORPORATE GOVERNANCE BODIES 1
SUMMARY OF GROUP RESULTS 2
INTERIM REPORT ON OPERATIONS 3
GROUP ACTIVITIES3
KEY EVENTS OF THE PERIOD5
IMPLICATIONS OF THE COVID-19 PANDEMIC ON THE CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 JUNE
20207
DEFINITION OF PERFORMANCE INDICATORS8
SUMMARY OF RESULTS FOR THE FIRST HALF OF 2020 10
SUMMARY OF RESULTS FOR THE SECOND QUARTER OF 2020 15
FINANCIAL POSITION OF THE GROUP 18
KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST HALF22
BUSINESS OUTLOOK 22
TREASURY SHARE PURCHASE PROGRAMME22
2020-2022 STOCK OPTION PLAN23
MAIN RISKS AND UNCERTAINTIES24
TRANSACTIONS WITH RELATED PARTIES 24
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 25
Consolidated Financial Statements26
Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2020 30
Information on the Statement of Financial Position44
Information on the Comprehensive Income Statement63
Additional information70
Certification of the Condensed Interim Consolidated Financial Statements pursuant to Art. 81-ter of Consob
Regulation no. 11971 of 14 May 1999 as amended 74

COMPANY DATA and COMPOSITION OF CORPORATE GOVERNANCE BODIES

Parent Company's Registered Office

TINEXTA S.p.A. Piazza Sallustio 9 00187 Rome Italy

Statutory Information about the Parent Company

Share capital resolved, subscribed and paid-in € 47,207,120 Rome Corporate Registry No. RM 1247386 Tax ID and VAT No. 10654631000 Website: www.tinexta.com

Corporate governance bodies currently in office

Board of Directors
Enrico Salza Chairman
Riccardo Ranalli Deputy Chairman
Pier Andrea Chevallard Chief Executive Officer
Alessandro Potestà Director
Laura Benedetto Director (independent)
Gian Paolo Coscia Director (independent)
Elisa Corghi Director (independent)
Giada Grandi Director (independent)
Eugenio Rossetti Director (independent)
Paola Generali Director (independent)
Lorena Pellissier Director (independent)

Control and Risks and Related Parties Committee

Eugenio Rossetti Chairman Riccardo Ranalli Elisa Corghi Alessandro Potestà Gian Paolo Coscia

Remuneration Committee

Giada Grandi Chairman Riccardo Ranalli Paola Generali Lorena Pellissier Eugenio Rossetti

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.

Chairman
Standing Auditor
Standing Auditor
Alternate Auditor
Alternate Auditor

Manager responsible for the preparation of the corporate accounting documents Nicola Di Liello

Registered and Operating Office Operating Office

Piazza Sallustio 9 - 00187 Rome Via Meravigli, 7 – 20123 Milan

Piazza Luigi Da Porto, 3 – 35131 Padua Via Principi d'Acaia, 12 – 10138 Turin

SUMMARY OF GROUP RESULTS

Summary economic data
(€ '000s)
1st Half 2020 1st Half 2019 Change Change
%
Revenues 123,817 126,592 -2,774 -2.2%
EBITDA before
Stock Options
34,451 35,663 -1,212 -3.4%
EBITDA 34,412 32,369 2,043 6.3%
Operating Profit 21,653 21,350 304 1.4%
Net Profit 15,991 14,016 1,975 14.1%
Adjusted Net Profit 16,695 19,120 -2,425 -12.7%
Free Cash Flow 28,919 23,751 5,168 21.8%
Summary economic data
(€ '000s)
2nd Quarter
2020
2nd Quarter
2019
Change Change
%
Revenues 68,906 66,857 2,049 3.1%
EBITDA before
Stock Options
23,535 20,595 2,940 14.3%
EBITDA 23,496 17,919 5,577 31.1%
Operating Profit 16,972 12,182 4,790 39.3%
Net Profit 13,073 8,161 4,912 60.2%
Adjusted Net Profit 12,803 11,626 1,178 10.1%
Free Cash Flow 8,806 5,823 2,982 51.2%
Summary equity-financial data
(€ '000s)
30/06/2020 31/12/2019 Change Change
%
Share Capital 47,207 47,207 0 0.0%
Shareholders' Equity 153,531 149,426 4,105 2.7%
Net Financial Indebtedness 114,597 129,138 -14,540 -11.3%

INTERIM REPORT ON OPERATIONS GROUP ACTIVITIES

Tinexta 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):

  1. The Digital Trust BU offers IT solutions to the market for digital identity and the dematerialisation of processes coherent with applicable regulations (including the new European eIDAS regulation of 2016, EU Regulation 910/2014) and customer and sector compliance standards. Products can also be broken down between Off the Shelf products (Telematic Trust Solutions) such as certified e-mail (Legalmail), electronic storage, ature, e-invoicing and e-Enterprise Solutions such as Trusted Onboarding Platform (TOP) and GoSign, within the market of Digital Transaction Management. Digital Trust activities are provided by the Group through InfoCert S.p.A., its subsidiaries and associates, as well as Visura S.p.A.

For the purpose of carrying out activities as a manager of certified e-mail, electronic storage and ature, InfoCert is qualified as a Certification Authority and accredited by the AgID (Agenzia per l'Italia Digitale - Italian Digital Agency) of the Presidency of the Council of Ministers. 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 Qualified Trust Service Provider ("QTPS"), i.e. a Digital Identity manager, which can issue digital identities to citizens and businesses, managing in total security the authentication of clients.

Sixtema S.p.A., 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 the CNA - 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 includes software solutions to comply with all tax obligations, employment legislation and other regulations in general.

AC Camerfirma S.A. (hereinafter also "Camerfirma"), 51% owned by InfoCert since May 2018, operating in Spain in the Digital Trust sector and present in the South American market as well (Camerfirma Perù S.A.C. and Camerfirma Colombia S.A.S.), mainly offers digital certification services. It has launched the marketing of high value-added InfoCert products to banks and large companies operating on the Spanish market.

On 21 December 2018, InfoCert entered into the joint venture Lux Trust S.A. (hereinafter also "LuxTrust") through the subscription of 50% of the latter's share capital. LuxTrust implements and integrates innovative solutions to guarantee on-line transactions, digital identity, and electronic signatures for its customers. LuxTrust manages digital identities throughout Luxembourg. The conclusion of the transaction was aimed at strengthening LuxTrust's positioning in the domestic market and laying the foundations for business development in other European markets, in particular, Netherlands, Belgium and France.

Visura S.p.A. is active in the Digital Trust market, mainly through the sale of Telematic Trust Solutions and resale of product services such as certified e-mail, ature and electronic invoicing. It also offers products and services in the IT sector for professional associations such as telematic certificates, Quadra (electronic filing of documents and management of civil proceedings), electronic filing of practices and financial statements, CAF Facile (the filing of 730 tax returns and related documents). It

manages a database of approximately 450 thousand customers including professionals, professional firms, public administrations, professional associations and companies.

  1. 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.

In relation to Credit Information & Management, the Group operates through Innolva S.p.A. (created from the merger of the companies Assicom S.p.A. and Ribes S.p.A. in 2017) and its subsidiaries Comas S.r.l. (acquired in July 2018), Promozioni Servizi (acquired in October 2018), and Innolva Relazioni Investigative (incorporated in October 2018), through which a complete range of information services is provided to support decision-making processes for the granting, assessment and recovery of credit, along with credit management and business information services. The aim is to support banks and SMEs at every stage of the credit management and recovery cycle. Since 2018, Innolva has controlled Comas (which in 2020 merged Webber S.r.l. by incorporation) established in 1976 and predominantly active in the resale, through the internet, of business information such as filings with 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. Through Promozioni Servizi S.r.l., Innolva offers advisory services to financial institutions on access to the guarantee fund for SMEs.

Re Valuta identifies and provides assessment services to define the value of real estate collateral during the granting of loans or during the process of assessing the value of real estate assets recognised in the Financial Statements, primarily for banking.

  1. The Innovation & Marketing Services BU operates in the market through Co.Mark S.p.A. (acquired in 2016) and its subsidiary Co.Mark TES S.L., (Spain), and Warrant Hub S.p.A. and its subsidiaries acquired in November 2017. Through a team of TES® (Temporary Export Specialist®), Co.Mark provides valueadded 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 was established in Barcelona with the objective of developing the innovative export model to support Spanish SMEs, which operate in a market very similar to the Italian one.

Warrant Hub and its subsidiaries mainly offer consulting services to companies that invest in productivity and innovation/R&D to obtain subsidised and integrated loans primarily from the Ministry of Economic Development and the Regions, as well as the tools provided by the National Industry Plan 4.0. BeWarrant and the European Funding Division of Warrant Hub support European projects for research, development or innovation, facilitating access to the European co-financing through dedicated programmes such as Horizon 2020 (in the future Horizon Europe), Life, SME Instruments and Fast Track to Innovation. Warrant Hub 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. Privacy Lab, acquired in January of the current year, operates in the sale of licenses, consulting, training and tools for managing GDPR compliance.

Structure of the Tinexta Group, including controlling interests held, at 30 June 2020.

KEY EVENTS OF THE PERIOD

Key events that occurred in the first half of 2020:

    1. On 9 January 2020, InfoCert S.p.A. acquired 1% of the share capital of Camerfirma Colombia S.A.S. held by the subsidiary Camerfirma S.A. Camerfirma Colombia S.A.S. is therefore 24% owned by Camerfirma S.A. and 1% by InfoCert S.p.A.
    1. On 27 January 2020, Warrant Hub S.p.A. closed the acquisition of 60% of PrivacyLab S.r.l., operating in the sale of licenses, advisory services, training and tools for the management of compliance with GDPR provisions. The acquisition falls under the diversification process of the offer under the Industry 4.0 Plan, leveraging on the know-how related to advisory expertise on innovation, already present in the subsidiary Warrant Innovation Lab S.r.l. and in the strategy of growth focused on the capacity to adopt solutions that are easily scalable. PrivacyLab S.r.l. ended 2019 with revenues amounting to roughly € 1.1 million and an EBITDA of around € 360 thousand.1 An advance payment on the acquisition price equal to 60% of the share capital of Privacy Lab was made on the closing date, amounting to € 612 thousand. As regards this transaction, it was established that with the approval of the financial statements at 31 December 2019, an earn-out may be recognised, calculated on the basis of EBITDA and the net financial position (contractually defined) at 31 December 2019, to be paid for 50% by 30 June 2020 and for the remaining 50% by 31 December 2020. This price integration was defined as 690 thousand of Euro, 50% (345 thousand of Euro) was paid on 30 June 2020. Warrant Hub SpA, through a Put & Call options system, has the possibility to acquire the remaining 30% of the company in 2022 after the approval of the financial statements ended 31 December 2021. Warrant Hub also holds a Call option on the residual 10% to be exercised at the same deadline of 2022.

1Data prepared according to ITA GAAP standards.

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

    1. On 17 February 2020, the merger by incorporation of the company Webber S.r.l. into Comas S.r.l., both subsidiaries of Innolva S.p.A., effective from 1 March 2020 for legal purposes, was finalised. The accounting and tax effects are retroactive to 1 January 2020.
    1. On 28 April 2020, the Tinexta S.p.A. Shareholders' Meeting approved the Board's proposal not to distribute dividends and to reinvest the Group's 2019 profit; € 1,202 thousand equal to 5% (of Net Profit) was allocated to the Legal Reserve, the remainder, € 22,843 thousand, was carried forward. The Shareholders' Meeting also approved the 2020-2022 Stock Option Plan in favour of executive directors and executives with strategic responsibilities and other management figures of Tinexta Group and other Companies of the Tinexta Group and renewed the authorization of the Company to purchase and dispose Treasury Shares under Articles 2357 and ss. of the Civil Code and Article 132 of the TUF (hereafter, the Italian Consolidated Law on Finance).
    1. On 7 May 2020, Tinexta S.p.A. received notice of the exercise of the Put option on 11.875% of the capital of RE Valuta S.p.A. by the minority shareholder Coesa S.r.l. Tinexta acquired the equity interest in question on 15 June 2020 for a total of € 2,393 thousand. Consequently, Tinexta S.p.A. now holds 95% of RE Valuta S.p.A.
    1. On 15 May 2020, Tinexta S.p.A. announced the start of the Treasury Share purchase programme in implementation of the authorisation approved by the Shareholders' Meeting of 28 April 2020. Details can be found in the paragraph Treasury share purchase programme.
    1. On 28 May 2020, Tinexta S.p.A. signed a loan agreement with UBI Banca to reschedule a previous loan with a nominal residual value of € 7.8 million, envisaging the disbursement of € 10 million at a lower interest rate and maturing on 28 May 2023, in line with the due date of the previous loan. In accordance with IFRS 9, this rescheduling led to the recognition of financial income amounting to € 122 thousand.
    1. On 18 June 2020, Tinexta S.p.A. and Innolva S.p.A. signed a loan agreement with a pool of banks, in which Crédit Agricole Italia S.p.A. is the mandated lead arranger, to reschedule previous loans with a nominal residual value of € 30.6 million, envisaging the disbursement of € 31 million at a lower interest rate and extending the due date from 30 June 2023 to 30 June 2025. In accordance with IFRS 9, this rescheduling led to the recognition of financial income amounting to € 588 thousand. The agreement envisaged an additional credit facility for € 10 million, usable in one or more tranches by 31 December 2020.
    1. On 23 June 2020, the Board of Directors of Tinexta S.p.A. resolved to allocate options in execution of the long-term incentive scheme known as the "2020-2022 Stock Option Plan", as approved by the Shareholders' Meeting on 28 April 2020. Details can be found in the paragraph 2020-2022 Stock Option Plan.
    1. On the same date, 23 June 2020, the Board of Directors of Tinexta S.p.A. approved the Revised Budget and objectives for 2020, prepared in the light of the COVID-19 crisis, which forecast Revenues of more than € 250 million and EBITDA of € 72 million, with a slight improvement in the EBITDA margin compared to 2019. Details can be found in the paragraph Business Outlook.
    1. On 29 June 2020, the Put & Call option contracts were renegotiated with the minority shareholders on 20% of Sixtema S.p.A. The option can be exercised in 2023 after approval of the 2022 Financial Statements, at a variable price linked to changes in the revenues of Sixtema S.p.A. in the period 2020- 2022 with respect to a specific group of customers, compared to the revenues achieved in the same category in 2019.

IMPLICATIONS OF THE COVID-19 PANDEMIC ON THE CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2020

In the first few months of 2020 the problem of the COVID-19 became news, beginning to spread from China to the rest of the world, firstly to nearby countries and then to Europe, especially Italy. The increase in infections in Lombardy and other Italian regions led to the competent public authorities' adoption of urgent measures aimed at combatting and containing the spread of the virus.

In this respect it must be noted that, for the adoption of such measures, on 31 January 2020 the Council of Ministers assumed a 6-month state of emergency (until 31 July 2020, later extended until 15 October 2020). Subsequently, the Decree of the President of the Council of Ministers of 9 March 2020 ("Additional provisions implementing Decree Law no. 6 of 23 February 2020, providing urgent measures for the containment and management of the COVID-19 epidemic emergency, applicable to the entire country") published in Official Gazette no. 62 of 9 March 2020, extended the urgent provisions for containing and combating the spread of the COVID-19 virus set forth in article 1 of the DPCM (Decree of the President of the Council of Ministers) of 8 March 2020 - including restrictions on the movements of people, except for "demonstrated work reasons" or "situations of necessity" or "movements for health reasons" – to all of Italy.

Following the continuous increase in infections and deaths caused by COVID-19, on 11 March 2020 the President of the Council of Ministers issued a decree imposing additional emergency measures for containing the spread of the virus (the "DPCM 11 March"). Also on 11 March 2020, the World Health Organisation (the "WHO") declared that the COVID-19 epidemic was actually a pandemic, thus expressing "deep concern for the alarming levels of spread and severity". These emergency measures taken by the Italian government increased restrictions on the free movement of people, already introduced in the Lombardy region and in an additional 14 provinces with the DPCM of 8 March 2020 and subsequently extended to the entire country with the DPCM of 9 March 2020.

On 17 March, Decree Law no. 18 of 2020, called "Heal Italy" that set out a plan of economic measures worth €25 billion as support for companies and families, was approved. These measures provided for a suspension of payments of taxes and contributions, support for the international activities of companies and, in order to reduce labour costs and direct indemnities, extensive use of social shock-absorbers.

Decree Law no. 23 of 8 April expanded the group of entities who can benefit from the guarantees of the Central Guarantee Fund, at the same time raising the maximum percentage of coverage. In this context, the Group companies, in particular in the Credit Information & Management and Innovation & Marketing Services segments, have taken steps to seize this business opportunity and support the banks in the management of applications.

On 4 May 2020, Italy started "Phase 2" which allowed easing of the restrictions imposed to stop the spread of COVID-19.

On 11 June 2020, DPCM no. 147 containing Government measures for "Phase 3" of the coronavirus emergency was published in the Official Gazette. Monday, 15 June saw new rules triggered on movement and the reopening of production and business activities, in force until 14 July, later extended to 31 July by the DPCM of 14 July 2020.

In this context of uncertainty, the Tinexta S.p.A. Shareholders' Meeting of 28 April 2020 approved the Board of Directors' proposal not to distribute dividends and to reinvest the 2019 profit in Group operations.

During the lockdown, the Group maintained its operations also through recourse to smart working (a.k.a. "remote working") and implemented incisive measures to reduce costs and manage the emergency, such as

incentives for using vacation and leave and the use of social shock absorbers (FIS) in the business segments most affected by the restrictions.

For the re-opening, the Group adopted all measures necessary to combat the virus and to protect the health of its employees and collaborators: room and workplace sanitising, purchase of personal protective equipment, dissemination of hygiene and social distancing rules, extension of smart working.

In a still difficult operating context, the Tinexta Board of Directors meeting of 23 June 2020 examined the Group performance in the first 5 months and the outlook for the rest of the year, illustrated by the Chief Executive Officer. The revenues trend and sales growth make it possible to forecast a recovery of revenues in the next few months, also through a product mix particularly suited to the new digital management methods for work and operations.

The recovery is tangible in the final results for the First Half. As described in the paragraphs that follow, the Tinexta Group has recorded overall positive half-year results at 30 June 2020. Revenues were down slightly by 2.2%, though EBITDA increased by 6.3%, the operating profit by 1.4% and net profit by 14.1%.

Goodwill is periodically tested to determine the existence of any impairment. As a result of its intensity and unpredictability, the COVID-19 pandemic qualifies as a potential external impairment indicator. The Group thus decided at 30 June to also take into consideration the reduced surplus recoverable value over the book value recorded at 31 December 2019 when measuring the recoverable value of the Co.Mark (Innovation & Marketing Services) and Innolva (Credit Information & Management) CGUs. In calculating the recoverable value of the CGUs concerned, an analysis was conducted of the financial projections based on current knowledge of the reference context influenced by elements such as the market response to external stimuli (public funding) now pending finalisation, the effectiveness of communications tools to be used in the next few months, additional cost-saving measures not yet endorsed by decree. In short, the assumptions underlying the 2020-22 plan were reviewed as regards business dynamics and the strategic guidance scenarios for the companies, and the financial values were reviewed downstream of changes in the macroeconomic scenario brought about by the pandemic. Further details can be found in the Notes to the Condensed Interim Consolidated Financial Statements.

No uncertainties or significant risks related to COVID-19 emerged from the analyses conducted within the Tinexta Group sufficient to give rise to doubts regarding going concern.

DEFINITION OF PERFORMANCE INDICATORS

Tinexta 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 communication.

*Consob (Commissione Nazionale per le Società e la Borsa) is the supervisory authority for the Italian financial products market; its aims are to protect investors and the efficiency, transparency and development of the market.

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" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".

EBITDA before Stock Options: is calculated as EBITDA before cost (recognised under "Personnel costs") relating to Stock Option plans.

Adjusted EBITDA: is calculated as "EBITDA before Stock Options", before the non-recurring components.

Operating profit: Although the IFRS do not contain a definition of Operating profit, it is presented in the Statement of Profit/(Loss) and Other comprehensive income and is calculated by subtracting "Amortisation/depreciation", "Provisions" and "Impairment" from EBITDA.

Adjusted operating profit: is calculated as "Operating profit" before the non-recurring components, before the cost (recognised under "Personnel costs") relating to Stock Option plans, and before the amortisation of the Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations.

Adjusted Net Profit: is calculated as "Net Profit" before the non-recurring components, before the cost relating to Stock Option plans, before the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, and before the adjustment of liabilities for contingent considerations related to the acquisitions, net of the related tax effects. 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 Profit 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 "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 operations 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";
  • "Non-current financial liabilities";
  • "Non-current receivables from customers";
  • "Non-current contract cost assets".

Net working capital: The difference between "Current assets" and "Current liabilities", including "Non-current receivables from customers" and "Non-current contract cost assets" and excluding:

  • "Current derivative financial instruments receivable";
  • "Other current financial assets";
  • "Cash and cash equivalents";
  • "Current derivative financial instruments payable";
  • "Current financial liabilities".

Net invested capital: The algebraic sum of Net non-current assets and Net working capital.

SUMMARY OF RESULTS FOR THE FIRST HALF OF 2020

The Group closed First Half 2020 with Revenues of € 123,817 thousand. EBITDA amounted to € 34,412 thousand, equal to 27.8% of Revenues. Operating Profit and Net Profit amounted to € 21,653 thousand and € 15,991 thousand, respectively, equal to 17.5% and 12.9% of Revenues.

Abbreviated Consolidated Income
Statement
(€ '000s)
1st Half
2020
% 1st Half
2020
% Change Change %
Revenues 123,817 100.0% 126,592 100.0% -2,774 -2.2%
EBITDA before Stock Options 34,451 27.8% 35,663 28.2% -1,212 -3.4%
EBITDA 34,412 27.8% 32,369 25.6% 2,043 6.3%
Operating Profit 21,653 17.5% 21,350 16.9% 304 1.4%
Net Profit 15,991 12.9% 14,016 11.1% 1,975 14.1%

Revenues fell by € 2,774 thousand compared to First Half 2019, or 2.2%, EBITDA increased by € 2,043 thousand or 6.3%, Operating Profit was up by € 304 thousand or 1.4%, and Net Profit by € 1,975 thousand or 14.1%.

The results for First Half 2020 were affected by the ongoing pandemic and the associated restrictions on activities which impacted the whole of March and April. From May, with the start of "Phase 2", business performance improved considerably, partly recovering the ground lost during the peak of the pandemic. As a result of the reduction in revenues, management implemented a cost-cutting policy which had an impact already from the second quarter.

First Half results include PrivacyLab S.r.l., consolidated from 1 January 2020. The effects of the contribution of PrivacyLab S.r.l. are reported below as a change in the scope of consolidation.

Breakdown of First Half 2020 Income Statement items compared with First Half 2019:

Consolidated Income Statement
(in millions of Euro)
1st Half
2020
% 1st Half
2019
% Change Change %
Revenues 123.8 100.0% 126.6 100.0% -2.8 -2.2%
Total Operating Costs* 89.4 72.2% 90.9 71.8% -1.6 -1.7%
Costs of raw materials 4.5 3.6% 3.4 2.7% 1.1 32.2%
Service costs 39.9 32.2% 40.7 32.2% -0.8 -2.0%
Personnel costs* 40.2 32.5% 41.3 32.6% -1.1 -2.7%
Contract costs 3.8 3.1% 4.2 3.3% -0.4 -8.6%
Other operating costs 0.9 0.7% 1.3 1.0% -0.4 -29.2%
EBITDA before Stock Options 34.5 27.8% 35.7 28.2% -1.2 -3.4%
Stock Option Cost * 0.04 0.0% 3.29 2.6% -3.26 -98.8%
EBITDA 34.4 27.8% 32.4 25.6% 2.0 6.3%
Depreciation, amortisation, provisions and
impairment
12.8 10.3% 11.0 8.7% 1.7 15.8%
Operating Profit 21.7 17.5% 21.4 16.9% 0.3 1.4%
Financial income 1.0 0.8% 0.2 0.2% 0.7 321.5%
Financial charges 1.4 1.1% 1.5 1.2% -0.1 -8.3%
Net Financial Charges 0.4 0.3% 1.3 1.0% -0.8 -66.9%
Profit of equity-accounted investments 0.1 0.1% 0.0 0.0% 0.1 521.2%
Profit before tax 21.3 17.2% 20.1 15.9% 1.2 6.1%
Income taxes 5.3 4.3% 6.1 4.8% -0.7 -12.3%
Net Profit 16.0 12.9% 14.0 11.1% 2.0 14.1%

* Personnel costs are stated net of the Stock Options Cost, reported hereunder, to better understand the construction of EBITDA before Stock Options.

Revenues decreased from € 126,592 thousand in the First Half 2019 to € 123,817 thousand in First Half 2020, down by € 2,774 thousand or 2.2%. The increase in Revenues attributable to the change in the scope of consolidation, owing to the consolidation of PrivacyLab S.r.l., was 0.5%; the organic decline is 2.7%.

Operating costs fell from € 90,929 thousand in the first six months of 2019 to € 89,366 thousand in the first six months of 2020, a decrease of € 1,563 thousand or 1.7%. The increase in operating costs attributable to the change in scope of consolidation was 0.3%, while the remaining 2.0% is due to organic decline.

In First Half 2020, costs of € 39 thousand were allocated to the 2020-2022 Stock Option Plan. Details can be found in the paragraph 2020-2022 Stock Option Plan.

The item Depreciation, amortisation, provisions and impairment, for € 12,759 thousand (€ 11,019 thousand in the first six months of 2019) includes € 2,949 thousand of amortisation of other intangible assets arising upon allocation of the price paid in business combinations (€ 2,957 thousand in the first six months of 2019), mainly relating to Innolva, Visura, Co.Mark and Warrant Hub. The increase in the item was impacted by the rise in Amortisation of intangible assets (up € +744 thousand), in particular on Databases and Software, as well as higher provisions for Impairment of trade receivables (up € +720 thousand) and Provisions for risks (up € +229 thousand).

Net financial charges for First Half 2020 totalled € 419 thousand, considerably lower than the same period in the previous year (€ 1,269 thousand). The rescheduling of two loans in the period led to the recognition of nonrecurring financial income of € 710 thousand.

Profit from equity-accounted investments stood at € 91 thousand (€ 15 thousand in First Half 2019).

Estimated Income taxes, calculated based on the tax rates envisaged for the year given current tax regulations, amount to € 5,334 thousand (€ 6,079 in First Half 2019). The tax rate is 25.0% (30.3% in the same period of the previous year), mainly due to recognition in the period of a non-recurring gain of € 723 thousand deriving from the elimination of the need to pay the balance of 2019 IRAP (regional corporate taxes) as provided for by Italian Law Decree 34/2020 (the "Relaunch Decree"), in addition to the recognition of "Patent Box" income for 2019 of € 367 thousand (€ 234 thousand in the same period last year).

Adjusted Group Results

Adjusted economic results calculated before non-recurring components, the cost relating to Stock Option plans, the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in business combinations, and the Adjustment of liabilities for contingent considerations related to acquisitions, net of the related tax effects. These indicators reflect the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operations of its core business, thus allowing a more homogeneous analysis of the Group's performance in the periods under comparison.

Adjusted Income Statement
(€ '000s)
1st Half
2020
% 1st Half
2019
% % Change
Adjusted Revenues 123,743 100.0% 126,592 100.0% -2,848 -2.2%
Adjusted EBITDA 34,903 28.2% 36,657 29.0% -1,754 -4.8%
Adjusted Operating profit 25,092 20.3% 28,595 22.6% -3,502 -12.2%
Adjusted Net profit 16,695 13.5% 19,120 15.1% -2,425 -12.7%

The adjusted results show a decrease in revenues of 2.2% compared to the previous year, 4.8% in EBITDA, 12.2% in Operating profit and 12.7% in Net profit.

Non-recurring items

During the First Half, Non-recurring revenues were recorded for € 74 thousand, relating to insurance indemnities on non-recurring costs recognised in previous years, and Non-recurring operating costs for € 526 thousand, of which € 507 thousand linked to acquisitions of target companies.

Non-recurring financial income included € 710 thousand resulting from the rescheduling of two loans in the period.

Non-recurring income taxes includes non-recurring income of € 1,018 thousand, of which € 72 thousand for the tax effect on non-recurring components of profit before tax, € 723 thousand due to the gain resulting from the elimination of the payment of the balance of 2019 IRAP taxes foreseen by the "Relaunch Decree" and € 367 thousand for the 2019 "Patent Box" benefit.

In First Half 2019, Non-recurring operating costs were recorded for € 994 thousand, Non-recurring financial income for € 148 thousand and proceeds in Non-recurring income taxes for € 483 thousand.

Stock Option costs

The costs recognised in the period, totalling € 39 thousand, refer to the 2020-2022 Stock Option Plan as described in full in the paragraph 2020-2022 Stock Option Plan. In the first half of the previous year, the costs were € 3,293 thousand and referred to the Virtual Stock Option Plan concluded in 2019.

Amortisation of Other intangible assets from Business Combinations

The amortisation of Other intangible assets that emerged at the time of the allocation of the price paid in Business Combinations came to € 2,949 thousand (€ 2,957 thousand in the same period of the previous year).

Adjustment of the contingent considerations connected to acquisitions

Adjustments of contingent considerations connected to acquisitions entailed the recognition of Financial income in First Half 2020 for € 161 thousand (€ 119 thousand in Financial charges in the same period of the previous year).

Calculation of adjusted economic results EBITDA Operating profit Net profit
(€ '000s) 1st Half
2020
1st Half
2019
1st Half
2020
1st Half
2019
1st Half
2020
1st Half
2019
Reported economic results 34,412 32,369 21,653 21,350 15,991 14,016
Stock Option provisions 39 3,293 39 3,293 39 3,293
EBITDA before Stock Options 34,451 35,663
Non-recurring revenues -74 -74 -74
Non-recurring service costs 526 755 526 755 526 755
Non-recurring personnel costs 239 239 239
Amortisation of Other intangible assets from Business Combinations 2,949 2,957 2,949 2,957
Non-recurring financial income -710 -148
Adjustment of contingent consideration -161 119
Tax effect on adjustments -775 -1,879
Non-recurring taxes -1,090 -234
Adjusted economic results 34,903 36,657 25,092 28,595 16,695 19,120

The method for calculating the adjusted key economic indicators is as follows:

Results by business segment

The results of the business segments are measured through analysis of the 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 and depreciation policies.

Abbreviated Income 1st Half EBITDA % 1st Half EBITDA % Change %
Statement by business segment
(€ '000s)
2020 1st Half
2020
2019 1st Half
2019
Change Total Organic Total
Revenues
Digital Trust 55,096 51,745 3,351 6.5% 6.5% 0.0%
Credit Information & Management 35,037 37,912 -2,875 -7.6% -7.6% 0.0%
Innovation & Marketing Services 33,685 36,935 -3,250 -8.8% -10.5% 1.7%
Other Segments (Parent Company) 0 0 0 n.a. n.a. n.a.
Total Revenues 123,817 126,592 -2,774 -2.2% -2.7% 0.5%
EBITDA
Digital Trust 13,998 25.4% 13,307 25.7% 691 5.2% 5.2% 0.0%
Credit Information & Management 10,155 29.0% 9,291 24.5% 865 9.3% 9.3% 0.0%
Innovation & Marketing Services 14,726 43.7% 17,378 47.1% -2,652 -15.3% -17.5% 2.2%
Other Segments (Parent Company) -4,467 n.a. -7,607 n.a. 3,140 41.3% 41.3% 0.0%
Total EBITDA 34,412 27.8% 32,369 25.6% 2,043 6.3% 5.1% 1.2%

The following table shows the adjusted economic results by business segments:

Abbreviated Adjusted Income EBITDA % EBITDA % Change %
Statement by business segment
(€ '000s)
1st Half
2020
1st Half
2020
1st Half
2019
1st Half
2019
Change Total Organic Perimetro
Revenues
Digital Trust 55,022 51,745 3,277 6.3% 6.3% 0.0%
Credit Information & Management 35,037 37,912 -2,875 -7.6% -7.6% 0.0%
Innovation & Marketing Services 33,685 36,935 -3,250 -8.8% -10.5% 1.7%
Other Segments (Parent Company) 0 0 0 n.a. n.a. n.a.
Adjusted Total Revenues 123,743 126,592 -2,848 -2.2% -2.7% 0.5%
EBITDA
Digital Trust 13,962 25.4% 13,358 25.8% 604 4.5% 4.5% 0.0%
Credit Information & Management 10,155 29.0% 9,529 25.1% 626 6.6% 6.6% 0.0%
Innovation & Marketing Services 14,952 44.4% 17,378 47.1% -2,426 -14.0% -16.2% 2.2%
Other Segments (Parent Company) -4,167 n.a. -3,609 n.a. -558 -15.5% -15.5% -0.0%
Adjusted Total EBITDA 34,903 28.2% 36,657 29.0% -1,754 -4.8% -5.8% 1.0%

Digital Trust

In the First Half of the year, Revenues from the Digital Trust segment amounted to € 55,022 thousand. The increase compared to the First Half of 2019 is 6.3%, an absolute value of € 3,277 thousand. First Half 2020 witnessed an increase in demand from the market for digital services and dematerialization, such as certified email (Legalmail), ature and SPID (the Italian public digital identity system). The satisfaction of this demand generated an increase in Off the Shelf (Telematic Trust Solutions) revenues sold mainly through the Group's websites and digital platforms. There was also a more significant increase in revenues related to the Enterprise Solutions segment, despite the reduction in the activities of its corporate customers. The Group has

enabled its customers to increase their digital onboarding capacity, as well as to guarantee their organizational structures remote working continuity with high standards of safety and functionality.

The segment's EBITDA amounted to € 13,962 thousand. The increase compared to First Half 2019 is 4.5%, in absolute value € 604 thousand. The EBITDA margin equaled 25.4% and shows a slight decrease compared to First Half 2019 (25.8%).

Credit Information & Management

In the Credit Information & Management segment, Revenues amounted to € 35,037 thousand. Compared to First Half 2019, there was a decrease of 7.6%, equal to € 2,875 thousand in absolute value. These results were affected by lower operations in First Half 2020 by customers in both the Finance and Corporate markets, which led to a temporary reduction in the demand for business information and credit recovery services provided by the Group. With regard to the banking market, following the various Prime Ministerial Decrees issued, there was a significant increase in the demand for corporate loans through access to new financial instruments such as the Guarantee Fund for Companies. A contraction linked to Phase 1 of the health emergency was registered in the demand for real estate information and real estate appraisal services, mainly due to the difficulty of movement in the Italian territory.

On the contrary, EBITDA increased 6.6% compared to the same period of the previous year, reaching € 10,155 thousand. The EBITDA margin is equal to 29.0%, with a significant increase compared to First Half 2019 (25.1%). This increase was substantially determined by the aforementioned different mix of revenues characterized by different operating margins.

Innovation & Marketing Services

Revenues of the Innovation & Marketing Services segment amounted to € 33,685 thousand. Compared to First Half 2019, there was a decrease of 8.8%, in absolute value € 3,250 thousand. The aforementioned change is composed of the increase in the scope of consolidation (+ 1.7%), as a result of the consolidation from 1 January 2020 of PrivacyLab S.r.l. and an organic reduction (-10.5%).

The restrictive measures put in place by the Italian Government in First Half 2020 led to difficulty in the provision of consultancy services to which the sector's operating structures reacted quickly by developing innovative services and products in response to customer needs.

The segment's EBITDA equaled € 14,952 thousand. The decrease compared to First Half 2019 EBITDA was 14.0%. The growth due to the change in the perimeter was 2.2%, while the organic contraction amounted to 16.2%. The EBITDA margin equaled 44.4%, compared to 47.1% in the same period of the previous year.

SUMMARY OF RESULTS FOR THE SECOND QUARTER OF 2020

Condensed Consolidated Income Statement
(€ '000s)
2nd Quarter
2020
% 2nd Quarter
2019
% Change % Change
Revenues 68,906 100.0% 66,857 100.0% 2,049 3.1%
EBITDA before Stock Options 23,535 34.2% 20,595 30.8% 2,940 14.3%
EBITDA 23,496 34.1% 17,919 26.8% 5,577 31.1%
Operating Profit 16,972 24.6% 12,182 18.2% 4,790 39.3%
Net Profit 13,073 19.0% 8,161 12.2% 4,912 60.2%

Revenues rose by € 2,049 thousand or 3.1% compared to Second Quarter 2019, EBITDA by € 5,577 thousand or 31.1%, operating profit by € 4,790 thousand or 39.3%, and net profit by € 4,912 thousand or 60.2%.

The Second Quarter results show the Tinexta Group's recovery, which in the first three months had been marginally affected by the ongoing pandemic. All the indicators were positive and confirm the successful reopening of Group business activities. In particular, the Digital Trust, Credit Information & Management and Innovation & Marketing Services segments demonstrated their reactive capacity with good results in terms of revenues and profit margins.

Breakdown of Income Statement items for Second Quarter 2020 compared to Second Quarter 2019:

Consolidated Income Statement
(€ '000s)
2nd Quarter
2020
% 2nd Quarter
2019
% Change % Change
Revenues 68,906 100.0% 66,857 100.0% 2,049 3.1%
Total operating costs* 45,371 65.8% 46,262 69.2% -891 -1.9%
Costs of raw materials 2,639 3.8% 1,721 2.6% 919 53.4%
Service costs 20,350 29.5% 21,125 31.6% -775 -3.7%
Personnel costs* 19,966 29.0% 20,651 30.9% -685 -3.3%
Contract costs 1,945 2.8% 2,045 3.1% -100 -4.9%
Other operating costs 471 0.7% 720 1.1% -249 -34.6%
EBITDA before Stock Options 23,535 34.2% 20,595 30.8% 2,940 14.3%
Stock Option costs 39 0.1% 2,676 4.0% -2,637 -98.6%
EBITDA 23,496 34.1% 17,919 26.8% 5,577 31.1%
Depreciation, amortisation, provisions and
impairment
6,524 9.5% 5,737 8.6% 787 13.7%
Operating profit 16,972 24.6% 12,182 18.2% 4,790 39.3%
Financial income 747 1.1% 50 0.1% 697 1395.6%
Financial charges 684 1.0% 835 1.2% -152 -18.2%
Net financial charges -64 -0.1% 785 1.2% -849 -108.1%
Profit of equity-accounted investments 77 0.1% -14 0.0% 91 -642.2%
Profit before tax 17,113 24.8% 11,382 17.0% 5,731 50.3%
Income taxes 4,040 5.9% 3,221 4.8% 819 25.4%
Net profit 13,073 19.0% 8,161 12.2% 4,912 60.2%

* Personnel costs are recognised net of the Stock Option costs, reported below, in order to better understand the EBITDA construction before the stock options.

Adjusted Group Results

Adjusted economic results are calculated gross of non-recurring components, the cost relating to Stock Option plans, the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in business combinations, and the adjustment of liabilities for contingent considerations related to acquisitions, net of related tax effects. These indicators reflect the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operations of its core business, thus allowing a more homogeneous analysis of the Group's performance in the periods under comparison.

Adjusted Income Statement
(€ '000s)
2nd Quarter
2020
% 2nd Quarter
2019
% Change % Change
Adjusted Revenues 68,832 100.0% 66,857 100.0% 1,975 3.0%
Adjusted EBITDA 23,904 34.7% 21,145 31.6% 2,759 13.0%
Adjusted Operating profit 18,854 27.4% 16,886 25.3% 1,968 11.7%
Adjusted Net profit 12,803 18.6% 11,626 17.4% 1,178 10.1%

The Adjusted economic results show an increase in revenues of 3.0% compared to the previous year, 13.0% in EBITDA, 11.7% in Operating profit and 10.1% in Net profit.

Calculation of adjusted economic results EBITDA Operating profit Net profit
(€ '000s) 2nd
Quarter
2020
2nd
Quarter
2019
2nd
Quarter
2020
2nd
Quarter
2019
2nd
Quarter
2020
2nd
Quarter
2019
Reported economic results 23,496 17,919 16,972 12,182 13,073 8,161
Stock Option provisions 39 2,676 39 2,676 39 2,676
EBITDA before Stock Options 23,535 20,595
Non-recurring revenues -74 -74 -74
Non-recurring service costs 443 434 443 434 443 434
Non-recurring personnel costs 115 115 115
Amortisation of Other intangible assets from Business Combinations 1,474 1,479 1,474 1,479
Non-recurring financial income -710
Adjustment of contingent consideration 104
Tax effect on adjustments -352 -1,197
Non-recurring taxes -1,090 -146
Adjusted economic results 23,904 21,145 18,854 16,886 12,803 11,626

The method for calculating the Adjusted economic results is as follows:

Results by business segment

The results of the business segments are measured through analysis of the 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 and depreciation policies.

Condensed Income Statement 2nd % EBITDA 2nd % EBITDA % Change
by business segment
(€ '000s)
Quarter
2020
2nd
Quarter
2020
Quarter
2019
2nd
Quarter
2019
Change Total Organic Scope of consolidation
Revenues
Digital Trust 29,164 26,553 2,611 9.8% 9.8% 0.0%
Credit Information & Management 18,050 18,548 -498 -2.7% -2.7% 0.0%
Innovation & Marketing Services 21,692 21,756 -64 -0.3% -2.2% 1.9%
Other segments (Parent Company) 0 0 0 n.a. n.a. n.a.
Total Revenues 68,906 66,857 2,049 3.1% 2.5% 0.6%
EBITDA
Digital Trust 8,079 27.7% 7,390 27.8% 690 9.3% 9.3% 0.0%
Credit Information & Management 6,572 36.4% 4,126 22.2% 2,446 59.3% 59.3% 0.0%
Innovation & Marketing Services 11,394 52.5% 11,451 52.6% -57 -0.5% -3.2% 2.7%
Other segments (Parent Company) -2,549 n.a. -5,047 n.a. 2,499 49.5% 49.5% 0.0%
Total EBITDA 23,496 34.1% 17,919 26.8% 5,577 31.1% 29.4% 1.7%

The following table shows the Adjusted economic results by business segment:

Adjusted condensed Income Statement 2nd % EBITDA 2nd % EBITDA % Change
by business segment
(€ '000s)
Quarter
2020
2nd
Quarter
2020
Quarter
2019
2nd
Quarter
2019
Change Total Organic Scope of consolidation
Revenues
Digital Trust 29,090 26,553 2,537 9.6% 9.6% 0.0%
Credit Information & Management 18,050 18,548 -498 -2.7% -2.7% 0.0%
Innovation & Marketing Services 21,692 21,756 -64 -0.3% -2.2% 1.9%
Other segments (Parent Company) 0 0 0 n.a. n.a. n.a.
Adjusted total revenues 68,832 66,857 1,975 3.0% 2.3% 0.6%
EBITDA
Digital Trust 8,043 27.6% 7,374 27.8% 669 9.1% 9.1% 0.0%
Credit Information & Management 6,572 36.4% 4,241 22.9% 2,331 55.0% 55.0% 0.0%
Innovation & Marketing Services 11,556 53.3% 11,451 52.6% 105 0.9% -1.8% 2.7%
Other segments (Parent Company) -2,267 n.a. -1,922 n.a. -345 -18.0% -18.0% 0.0%
Adjusted total EBITDA 23,904 34.7% 21,145 31.6% 2,759 13.0% 11.6% 1.4%

FINANCIAL POSITION OF THE GROUP

The Group's financial position at 30 June 2020 compared with 31 December 2019 and 30 June 2019:

Comparison at 31 December 2019

€ '000s 30/06/2020 % of Net
invested
capital/Total
sources
31/12/2019 % of Net
invested
capital/Total
sources
Change % Change
Intangible assets and goodwill 269,918 100.7% 269,935 96.9% -17 0.0%
Property, plant and equipment 18,544 6.9% 21,215 7.6% -2,671 -12.6%
Investment property 737 0.3% 750 0.3% -13 -1.7%
Other net non-current assets and liabilities -20,488 -7.6% -19,405 -7.0% -1,083 5.6%
Net non-current assets 268,710 100.2% 272,494 97.8% -3,784 -1.4%
Inventories 1,197 0.4% 1,145 0.4% 53 4.6%
Contract cost assets 6,157 2.3% 6,508 2.3% -352 -5.4%
Trade and other receivables* and Contract assets 92,979 34.7% 96,056 34.5% -3,076 -3.2%
Current tax assets (liabilities) -2,839 -1.1% -2,156 -0.8% -683 31.7%
Trade and other payables -51,433 -19.2% -54,953 -19.7% 3,520 -6.4%
Contract liabilities and deferred income -45,517 -17.0% -39,540 -14.2% -5,978 15.1%
Current employee benefits -571 -0.2% -571 -0.2% 0 0.0%
Current provisions for risks and charges -554 -0.2% -420 -0.2% -135 32.1%
Net working capital -582 -0.2% 6,069 2.2% -6,651 -109.6%
Total loans - Net invested capital 268,128 100.0% 278,564 100.0% -10,436 -3.7%
Shareholders' Equity 153,531 57.3% 149,426 53.6% 4,105 2.7%
Net financial indebtedness 114,597 42.7% 129,138 46.4% -14,540 -11.3%
Total sources 268,128 100.0% 278,564 100.0% -10,435 -3.7%

* The item Trade and other receivables includes non-current receivables from customers

Breakdown of other net non-current assets:

Other net non-current assets and liabilities
€ '000s
30/06/2020 31/12/2019 Change % Change
Equity-accounted investments 11,547 11,454 93 0.8%
Other investments 22 22 0 0.0%
Other financial assets, excluding derivative financial instruments 1,181 1,149 33 2.8%
Derivative financial instruments 0 15 -15 -100.0%
Deferred tax assets 5,311 5,635 -324 -5.8%
Other receivables 1,017 1,241 -223 -18.0%
Non-current assets 19,078 19,515 -437 -2.2%
Provisions -3,244 -3,013 -231 7.7%
Deferred tax liabilities -14,875 -15,848 974 -6.1%
Employee benefits -12,221 -11,878 -343 2.9%
Contract liabilities and deferred income -9,226 -8,180 -1,046 12.8%
Non-current liabilities -39,566 -38,920 -646 1.7%
Other net non-current assets and liabilities -20,488 -19,405 -1,083 5.6%

Net non-current assets at 30 June 2020 amounted to € 268,710 thousand, with a decrease of € 3,784 thousand (1.4%) compared to 31 December 2019 (€ 272,494 thousand). Fixed assets (Intangible assets and goodwill, property, plant and equipment and investment property) recorded a decrease of € 2,701 thousand. Affecting this change were: amortisation and depreciation € 10,521 thousand, investments in the period for € 6,208

thousand, goodwill provisionally recognised on the acquisition of PrivacyLab S.r.l. for € 2,021 thousand and changes in leases (mainly early terminations) for € -685 thousand.

Net working capital turned negative, falling from € 6,069 thousand at 31 December 2019 to € -582 thousand at 30 June 2020. The increase in Contract liabilities and deferred income had an impact of € 5,978 thousand on this evolution. The decrease of € 3,076 thousand in Trade and other receivables and contract assets was offset by the reduction in Trade and other payables for € 3,520 thousand.

Shareholders' Equity increased by € 4,105 thousand due to the combined effect of:

  • the positive result from comprehensive income for the period of € 15,668 thousand;
  • Treasury Shares acquired in the first half (775,014, equal to 1.642% of the share capital) for a total purchase value of € 9,022 thousand (details can be found in the paragraph Treasury Share purchase programme);
  • dividends approved and distributed by Group companies to minority interests for € 2,195 thousand;
  • the negative adjustment of put options on minority interests (€ 406 thousand) due to the revised estimate of payments envisaged based on result forecasts by the companies concerned and the effect of renegotiation of options with minority shareholders of Sixtema S.p.A., as well as revaluation due to the passage of time.

The decrease in net non-current assets for € 3,784 thousand and in Net working capital for € 6,651 thousand and the increase in Shareholders' Equity for € 4,105 thousand caused a € 14,540 thousand reduction in Net financial indebtedness.

€ '000s 30/06/2020 % of Net
invested
capital/Total
sources
30/06/2019 % of Net
invested
capital/Total
sources
Change % Change
Intangible assets and goodwill 269,918 100.7% 270,216 97.2% -299 -0.1%
Property, plant and equipment 18,544 6.9% 22,267 8.0% -3,724 -16.7%
Investment property 737 0.3% 585 0.2% 151 25.8%
Other net non-current assets and liabilities -20,488 -7.6% -17,830 -6.4% -2,658 14.9%
Net non-current assets 268,710 100.2% 275,239 99.0% -6,529 -2.4%
Inventories 1,197 0.4% 1,344 0.5% -147 -10.9%
Contract cost assets 6,157 2.3% 6,663 2.4% -507 -7.6%
Trade and other receivables* and Contract assets 92,979 34.7% 95,506 34.4% -2,527 -2.6%
Current tax assets (liabilities) -2,839 -1.1% -3,051 -1.1% 212 -6.9%
Assets held for sale 0 0.0% 199 0.1% -199 -100.0%
Trade and other payables -51,433 -19.2% -51,564 -18.6% 131 -0.3%
Contract liabilities and deferred income -45,517 -17.0% -41,564 -15.0% -3,953 9.5%
Current employee benefits -571 -0.2% -4,564 -1.6% 3,993 -87.5%
Current provisions for risks and charges -554 -0.2% -288 -0.1% -267 92.7%
Net working capital -582 -0.2% 2,681 1.0% -3,263 -121.7%
Total loans - Net invested capital 268,128 100.0% 277,920 100.0% -9,792 -3.5%
Shareholders' Equity 153,531 57.3% 137,676 49.5% 15,855 11.5%
Net financial indebtedness 114,597 42.7% 140,245 50.5% -25,647 -18.3%
Total sources 268,128 100.0% 277,920 100.0% -9,792 -3.5%

Comparison at 30 June 2019

* The item Trade and other receivables includes non-current receivables from customers

A comparison of Net working capital with that at the same date in the previous year shows a decrease in Trade and other receivables and contract assets for € 2,527 thousand (2.6%), reflected in a decrease in revenues

compared to the same period of the previous year (2.2%) and a contemporaneous increase in Contract liabilities and deferred income for € 3,953 thousand. The reduction in Non-current employee benefits reflected the exercise of the Virtual Stock Options, most of which took place in Second Half 2019.

Group net financial indebtedness

The following table provides a breakdown of the Group's net financial indebtedness at 30 June 2020 compared with the position at 31 December 2019 and at 30 June 2019:

€ '000s 30/06
2020
31/12
2019
Change % 30/06
2019
Change %
A Cash 36,151 33,586 2,564 7.6% 26,647 9,504 35.7%
B Cash equivalents 11 14 -3 -22.9% 14 -3 -22.4%
D Liquid assets (A+B) 36,161 33,600 2,561 7.6% 26,660 9,501 35.6%
E Current financial receivables 6,622 6,609 13 0.2% 8,246 -1,624 -19.7%
F Current bank debt -284 -2,952 2,668 -90.4% -1,174 890 -75.8%
G Current portion of non-current debt -17,835 -23,752 5,917 -24.9% -18,342 508 -2.8%
H Other current financial debt -24,989 -35,342 10,353 -29.3% -51,445 26,455 -51.4%
I Current financial debt (F+G+H) -43,108 -62,046 18,938 -30.5% -70,961 27,853 -39.3%
J Net current financial position (indebtedness) (D+E+I) -324 -21,837 21,513 -98.5% -36,055 35,731 -99.1%
K Non-current bank debt -99,428 -90,552 -8,876 9.8% -86,548 -12,879 14.9%
L Other non-current financial debt -14,846 -16,749 1,903 -11.4% -17,642 2,796 -15.8%
M Non-current financial debt (K+L) -114,273 -107,301 -6,972 6.5% -104,190 -10,083 9.7%
N Net financial position (indebtedness) (J+M) (*) -114,597 -129,138 14,540 -11.3% -140,245 25,647 -18.3%
O Other non-current financial assets 1,181 1,163 18 1.5% 1,171 10 0.8%
P Total net financial position (indebtedness) (N+O) -113,416 -127,974 14,558 -11.4% -139,073 25,657 -18.4%

(*) Net financial indebtedness calculated in accordance with the provisions of Consob Communication no. 6064293 of 28 July 2006 and in compliance with the Recommendation ESMA/2013/319

Net financial indebtedness amounted to € 114,597 thousand, marking a decrease of € 14,540 thousand compared to 31 December 2019. In the First Half, the Parent Company purchased 775,014 Treasury Shares for a total value of € 9,022 thousand. Net of this acquisition, therefore, the Net financial indebtedness at 30 June 2020 would have been € 105,575 thousand, down by € 23,562 thousand on the figure at 31 December 2019.

The Total net financial indebtedness at 30 June 2020 includes: € 16,937 thousand in put option liabilities linked to the purchase of minority interests (€ 17,950 thousand at 31 December 2019), liabilities for contingent considerations linked to the acquisitions for € 345 thousand (€ 7,741 thousand at 31 December 2019) and liabilities for price deferments granted by sellers for € 5,592 thousand (€ 8,218 thousand at 31 December 2019).

The main factors impacting the change in Net financial indebtedness compared to 31 December 2019 are the following:

Breakdown of changes in Net financial indebtedness € '000s
Net financial indebtedness at 31/12/2019 129,138
Free cash flow -28,919
Dividends approved and distributed 2,195
Net financial (income) charges 419
Adjustment for derivatives in other comprehensive income 392
Acquisition of PrivacyLab S.r.l. 1,821
Purchase of Treasury Shares 9,022
Adjustment for put options 406
Adjustment for leases 70
Other residual 52
Net financial indebtedness at 30/06/2020 114,597
  • Free cash flow generated during the period amounted to € 28,919 thousand, of which € 34,371 thousand in net cash and cash equivalents generated by operations, excluding € 5,452 thousand absorbed by investments in property, plant and equipment and intangible assets. Free cash flow increased by 21.8% compared to First Half 2019 (€ 23,751 thousand).
  • Dividends approved and distributed by Group companies to minority interests amounted to € 2,195 thousand. The Tinexta S.p.A. Shareholders' Meeting approved the Board of Directors' proposal not to distribute dividends and to reinvest the 2019 profit in Group operations.
  • The initial consolidation of PrivacyLab as of 1 January 2020 resulted in an increase in Net financial indebtedness of € 1,821 thousand.
  • In the First Half, the Parent Company Tinexta S.p.A. purchased 775,014 Treasury Shares (equal to 1.642% of the share capital) for a total purchase value of € 9,022 thousand (details can be found in the paragraph Treasury Share purchase programme).
  • Adjustment for put options for € 406 thousand due to the revised estimate of forecast payments based on results forecast by the companies concerned (Warrant Hub and PrivacyLab S.r.l.) and to the renegotiation of options with the minority shareholders of Sixtema S.p.A.
  • The Adjustment for leasesled to an overall increase in Net financial indebtedness of € 70 thousand. New leases resulted in the recognition of financial liabilities of € 755 thousand, the adjustments resulted in the reversal of financial liabilities of € 685 thousand, mainly as a result of early terminations.

KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST HALF

The Treasury Share purchases continued beyond 30 June. At the date of the Board of Directors Meeting (which approved these results, 4 August), the Parent Company held 857,014 Treasury Shares, equal to 1.815% of Share Capital, for a total purchase value of € 10,001 thousand.

On 31 July 2020, Tinexta S.p.A. signed a loan agreement with the Intesa Sanpaolo Group to refinance an outstanding loan with a nominal residual value of € 46.6 million, which foresees the disbursement of € 50 million at a lower interest rate and extending the maturity from 31 December 2025 to 30 June 2026. The agreement foresees an additional credit facility for € 30 million, usable in one or more tranches by 21 December 2020.

On 3 August 2020, pursuant to the purchase contract signed on 30 November 2017, the option rights were exercised on the remaining 9.75% of Warrant Hub S.p.A.'s share capital by Tinexta S.p.A., which thereby achieves complete ownership of the company. The consideration was set at € 14,839 thousand. The transaction was financed by using € 12 thousand of the loan concluded with BNL - BNP Paribas Group on 20 December 2019 and from own funds for the remainder.

BUSINESS OUTLOOK

In a macroeconomic and corporate context significantly characterised and impacted by the COVID-19 pandemic, the Group's positive performance showed the resilience of the business areas and management's capacity to react successfully, both by accelerating the time-to-market of the innovative product and service mix to meet the needs of customers in the current context, and by taking prompt action on costs and improving operating cash flow generation compared to First Half 2019.

On 23 June 2020, the Board of Directors approved the Revised Budget and the objectives for 2020, confirming the forecast of:

  • Revenues of more than € 250 million;
  • EBITDA at € 72 million, with a slight improvement in the EBITDA margin compared to 2019.

TREASURY SHARE PURCHASE PROGRAMME

The Shareholders' Meeting of 28 April 2020 renewed the authorisation for the Company to purchase and sell Treasury Shares with no nominal value, pursuant to Art. 2357 et seq. of the Italian Civil Code and Art. 132 of the Consolidated Law on Finance, up to a maximum number which, taking into account the Ordinary Company Shares held at the time by the Company and its subsidiaries, does not exceed 10% (4,720,712 Ordinary Shares) of the Company's Share Capital, which was subject to cancellation of the resolution adopted by the Shareholders' Meeting on 7 November 2018 that was to have expired 7 May 2020.

The authorisation allows the Company to purchase and sell ordinary Tinexta shares, in compliance with current EU and Italian regulations and permitted market practices recognised by Consob, for the following purposes:

  • to purchase Treasury Shares to service the "2020-2022 Stock Option Plan", as well as any other sharebased incentive schemes;
  • to purchase Treasury Shares to service, if necessary, any extraordinary equity or financing transactions that imply the allocation or disposal of Treasury Shares;
  • to provide the Company with an instrument used by listed companies to seize investment opportunities for all purposes permitted under current regulations;

• to set up a "stockpile", useful in any future extraordinary financial transactions.

The Shareholders' Meeting also resolved to authorise the Board of Directors, pursuant to Art. 2357-ter of the Italian Civil Code, to sell all or part, in one or more tranches, of the Ordinary Shares purchased under the terms of the aforementioned resolution. The purchase can be completed in one or more tranches within 18 months of the date of the Shareholders' Meeting resolution. The authorisation to sell ordinary Treasury Shares, however, has no time limits.

In implementation of the authorisation granted by the Shareholders' Meeting of 28 April 2020, the Board of Directors meeting of 15 May 2020 decided to launch the Treasury Share purchase programme, with the main aim of implementing the "2020-2022 Stock Option Plan" approved by the Ordinary Shareholders' Meeting of 28 April 2020, as well as other share-based incentive schemes, without prejudice to the Board's right in any event to use repurchased shares for the other purposes approved by that Shareholders' Meeting.

The Company's goal to implement the "2020-2022 Stock Option Plan" is therefore to purchase a maximum 1,700,000 Treasury Shares.

The Company granted a mandate to Banca IMI (today, Intesa Sanpaolo) as a fully independent intermediary in carrying out the aforementioned buyback in compliance with restrictions imposed by applicable regulations and with the limits in the resolutions indicated above.

At 30 June 2020, the Company held 775,014 Treasury Shares, equal to 1.642% of Share Capital, for a total purchase value of € 9,022 thousand.

The Treasury Share purchases continued beyond 30 June. At the date of the Board of Directors Meeting (which approved this report, 4 August 2020), the Parent Company held 857,014 Treasury Shares, equal to 1.815% of Share Capital, for a total purchase value of € 10,001 thousand.

2020-2022 STOCK OPTION PLAN

On 23 June 2020, after obtaining the opinion of the Remuneration Committee, the Board of Directors resolved to allocate options in execution of the long-term incentive scheme known as the "2020-2022 Stock Option Plan" (hereinafter also "Plan"), as approved by the Shareholders' Meeting on 28 April 2020. The Plan envisages the allocation of a maximum 1,700,000 options. In particular, among the executive directors, executives with strategic responsibilities and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors has identified 29 beneficiaries to whom a total of 1,670,000 options have been allocated. The options offer the right to purchase and, if appropriate, subscribe Company shares in the ratio of 1 share for every 1 option exercised. The Plan envisages only one option allocation cycle with a vesting period of 36 months from the date the options are allocated to beneficiaries. Exercise of the options is subordinated to achieving EBITDA in the financial statements at 31 December 2022 of > 80% of the approved budget target. If EBITDA proves to be between > 80% and > 100%, the option vesting will be proportionate. The Vested Options can be exercised at the end of a 36-month Vesting Period starting from the Allocation Date. The exercise price is established as € 10.97367, based on the arithmetic mean of official prices recorded by the Company's shares on the MTA market in the half year prior to the option allocation date. Further details of the Plan can be found in the Information Document already disclosed to the public pursuant to Art. 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance") and Art. 84-bis, paragraph 1 of the Issuers' Regulation, in the Corporate Governance/Shareholders' Meeting/2020 section of the Company's web site (www.tinexta.com/assemblea-azionisti-2020), which will be updated in compliance with the provisions of Art. 84-bis, paragraph 5 of the Issuers' Regulation.

At the allocation date, 23 June 2020, the fair value of each option right was € 3.46.

MAIN RISKS AND UNCERTAINTIES

The Group is exposed to some financial risks: interest rate risk, liquidity risk, credit risk and exchange rate risk. As regards the interest rate risk, the Group assesses on a regular basis its exposure to changes in interest rates and actively manages it by also using financial derivatives exclusively for hedging purposes. The credit risk related to trading receivables is mitigated through internal procedures that provide for a preliminary assessment of customer solvency, as well as through procedures for credit recovery and management. Liquidity risk is managed through careful management and monitoring of operating cash flows and recourse to a cash pooling system between the Group companies. As regards foreign exchange rate, 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 and the transactions are settled almost exclusively in Euro; therefore, it is not greatly exposed to the risk of fluctuation of the exchange rates of foreign currencies against the Euro. For additional information on the main risks and uncertainties to which the Group is exposed, see Note 9. Management of financial risk in the Notes to the Condensed Interim Consolidated Financial Statements.

TRANSACTIONS WITH RELATED PARTIES

Transactions with Related parties of the Group do not qualify as atypical nor as unusual, as they are part of the normal activities of the Group. These transactions are carried out on behalf of the Group at normal market conditions. Reference is made to the section "Transactions with Related parties" in the Notes for further information on transactions with Related parties.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

30 June 2020 Statements and Notes

Consolidated Financial Statements

Consolidated Statement of Financial Position

€ '000s Notes 30/06/2020 31/12/2019
ASSETS
Property, plant and equipment 13 18,544 21,215
Intangible assets and goodwill 14 269,918 269,935
Investment property 15 737 750
Equity-accounted investments 16 11,547 11,454
Other investments 16 22 22
Other financial assets, excluding derivative financial instruments 17 1,181 1,149
- of which vs. Related Parties 44 0 8
Derivative financial instruments 25 0 15
Deferred tax assets 18 5,311 5,635
Trade and other receivables 21 1,088 1,333
Contract cost assets 19 5,265 5,230
NON-CURRENT ASSETS 313,612 316,737
Inventories 22 1,197 1,145
Other financial assets, excluding derivative financial instruments 23 6,617 6,593
- of which vs. Related Parties 44 12 0
Derivative financial instruments 25 6 16
Current tax assets 24 251 756
- of which vs. Related Parties 44 6 322
Trade and other receivables 21 88,330 89,775
- of which vs. Related Parties 44 146 267
Contract assets 20 4,579 6,187
Contract cost assets 19 891 1,278
Cash and cash equivalents 26 36,161 33,600
CURRENT ASSETS 138,032 139,351
TOTAL ASSETS 451,644 456,087
EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -9,022 0
Reserves 111,780 98,360
Shareholders' Equity attributable to Group 149,965 145,567
Minority interests 3,566 3,859
TOTAL SHAREHOLDERS' EQUITY 27 153,531 149,426
LIABILITIES
Provisions 28 3,244 3,013
Employee benefits 29 12,221 11,878
Financial liabilities, excluding derivative financial instruments 30 113,601 107,039
- of which vs. Related Parties 44 1,167 1,458
Derivative financial instruments 25 672 262
Deferred tax liabilities
Contract liabilities
18
32
14,875
9,226
15,848
8,180
- of which vs. Related Parties 44 34 81
NON-CURRENT LIABILITIES 153,839 146,221
Provisions 28 554 420
Employee benefits 29 571 571
Financial liabilities, excluding derivative financial instruments 30 43,091 62,001
- of which vs. Related Parties 44 584 578
Derivative financial instruments 25 17 45
Trade and other payables 31 51,433 54,953
- of which vs. Related Parties 44 293 205
Contract liabilities 32 44,247 37,722
- of which vs. Related Parties 44 160 123
Deferred income 33 1,270 1,818
Current tax liabilities 24 3,089 2,911
CURRENT LIABILITIES 144,274 160,441
TOTAL LIABILITIES 298,113 306,661
TOTAL EQUITY AND LIABILITIES 451,644 456,087

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

Consolidated Statement of Profit or Loss and Other comprehensive income

six-month period closed at 30 June
€ '000s Notes 2020 2019
Revenues 34 123,817 126,592
- of which vs. Related Parties 44 78 20
- of which non-recurring 34 74 0
Costs of raw materials 35 4,515 3,415
Service costs 36 39,905 40,731
- of which vs. Related Parties 44 802 502
- of which non-recurring 36 526 755
Personnel costs 37 40,239 44,593
- of which non-recurring 37 0 239
Contract costs 38 3,831 4,191
Other operating costs 39 915 1,293
- of which vs. Related Parties 44 1 0
Amortisation and depreciation 40 10,521 9,730
Provisions 40 360 132
Impairment 40 1,878 1,158
Total Costs 102,164 105,242
OPERATING PROFIT 21,653 21,350
Financial income 41 951 226
- of which non-recurring 41 710 148
Financial charges 41 1,370 1,494
- of which vs. Related Parties 44 22 284
Net financial income (charges) -419 -1,269
Share of profit of equity-accounted investments, net of tax 16 91 15
PROFIT BEFORE TAX 21,325 20,096
Income taxes 42 5,334 6,079
- of which non-recurring -1,018 -483
NET PROFIT FROM CONTINUING OPERATIONS 15,991 14,016
Profit (loss) from discontinued operations 0 0
NET PROFIT 15,991 14,016
Other components of the comprehensive Income Statement
Components that will never be reclassified to profit or loss
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 -21 7
Profits (losses) from measurement at fair value of derivative financial instruments 25 -392 -2
Equity-accounted investments - share of Other comprehensive income 16 -5 3
Tax effect 94 1
Total components that are or may be later reclassified to profit (loss) -324 8
Total other components of comprehensive income, net of tax -324 8
Total comprehensive income for the period 15,668 14,025
Net Profit attributable to:
Group 15,785 13,758
Minority interests 206 258
Total comprehensive income for the period attributable to:
Group 15,477 13,763
Minority interests 191 261
Earnings per Share
Basic earnings per Share (Euro) 43 0.33 0.29
Diluted earnings per Share (Euro) 43 0.33 0.29

Consolidated Statement of Changes in Equity

six-month period closed at 30 June
€ '000s Share
capital
Treasury
Shares
Legal
reserve
Share
premium
reserve
Hedging
derivatives
reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserves
Shareholders'
Equity
attributable
to the Group
Minority
interests
Consolidated
Shareholders'
Equity
Balance at 1 January 2020 47,207 0 3,112 55,439 -241 -846 0 40,896 145,567 3,859 149,426
Comprehensive income for the period
Profit for the period 15,785 15,785 206 15,991
Other components of the comprehensive Income Statement -298 -11 -309 -15 -324
Total comprehensive income for the period 0 0 0 0 -298 0 0 15,774 15,477 191 15,668
Transactions with Shareholders
Dividends -1,682 -1,682 -513 -2,195
Allocation to legal reserve 1,202 -1,202 0 0
Purchase of Treasury Shares -9,022 0 -9,022 -9,022
Adjustment of put option on Minority interests -406 -406 0 -406
Acquisitions 0 0 28 28
Stock Option 39 0 39 39
Other changes -7 -7 0 -7
Total transactions with Shareholders 0 -9,022 1,202 0 0 0 39 -3,297 -11,078 -485 -11,563
Balance at 30 June 2020 47,207 -9,022 4,315 55,439 -539 -846 39 53,373 149,965 3,566 153,531
six-month period closed at 30 June 2019
€ '000s Share
capital
Treasury
Shares
Legal
reserve
Share
premium
reserve
Hedging
derivatives
reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserves
Shareholders'
Equity
attributable
to the Group
Minority
interests
Minority
interests
Balance at 1 January 2019 46,890 0 2,031 54,678 -181 -361 0 38,561 141,619 3,757 145,376
Comprehensive income for the period
Profit for the period 13,758 13,758 258 14,016
Other components of the comprehensive Income Statement -1 6 5 3 8
Total comprehensive income for the period 0 0 0 0 -1 0 0 13,764 13,763 261 14,025
Transactions with Shareholders
Dividends -15,900 -15,900 -496 -16,396
Allocation to legal reserve 1,081 -1,081 0 0
Adjustment of put option on Minority interests -5,274 -5,274 -5,274
Other changes -55 -55 -55
Total transactions with Shareholder 0 1,081 0 0 0 0 -22,310 -21,229 -496 -21,725
Balance at 30 June 2019 46,890 0 3,112 54,678 -182 -361 0 30,016 134,154 3,522 137,676

Consolidated Statement of Cash Flows

Notes
2020
2019
Cash flows from operations
Net Profit
15,991
14,016
Adjustments for:
- Depreciation of property, plant and equipment
40
3,372
3,329
- Amortisation of intangible assets
40
7,136
6,392
- Depreciation of investment property
40
13
9
- Impairment (Revaluations)
40
1,878
1,158
- Provisions
40
360
132
- Stock option provisions
37
39
0
- Contract costs
38
3,831
4,191
- Net financial charges (income)
41
419
1,269
- of which vs. Related Parties
44
22
284
- Share of profit of equity-accounted investments
16
-91
-15
- Income taxes
42
5,334
6,079
Changes in:
- Inventories
22
-53
0
- Contract cost assets
19
-3,480
-4,297
- Trade and other receivables and Contract assets
21,22
1,843
-4,486
- of which vs. Related Parties
44
121
-110
- Trade and other payables
31
-3,778
-1,754
- of which vs. Related Parties
44
88
-106
- Provisions and employee benefits
28,29
345
2,748
- Contract liabilities and deferred income, including public contributions
32,33
6,435
830
- of which vs. Related Parties
44
-9
0
Cash and cash equivalents generated by operations
39,594
29,600
Income taxes collected/(paid)
-5,223
-134
Net cash and cash equivalents generated by operations
34,371
29,466
Cash flows from investments
Interest collected
22
8
Collections from sale or repayment of financial assets
210
185
Investments in shareholdings consolidated using the equity method
0
-27
Investments in property, plant and equipment
13
-563
-1,212
Investments in other financial assets
-233
0
Investments in intangible assets
14
-4,889
-4,504
Increases in the scope of consolidation, net of liquidity acquired
12
-452
0
Net cash and cash equivalents generated/(absorbed) by investing activities
-5,905
-5,550
Cash flows from financing
Purchase of Minority interests in subsidiaries
30
-2,400
-22,895
Repayment of loans extended by Controlling Shareholder
0
-25,000
- of which vs. Related Parties
0
-25,000
Interest paid
-1,082
-1,080
- of which vs. Related Parties
-22
-270
MLT bank loans taken out
30
10,035
51,886
Repayment of MLT bank loans
30
-6,718
-5,607
Repayment of price deferment liabilities on acquisitions of equity investments
30
-2,548
-2,383
Repayment of contingent consideration liabilities
30
-7,581
-1,347
Change in other current bank payables
30
-2,673
-6,345
Change in other financial payables
30
169
-1,691
Repayment of lease liabilities
30
-1,891
-1,542
- of which vs. Related Parties
44
-286
-291
€ '000s six-month period closed at 30 June
Purchase of Treasury Shares 27 -9,022 0
Dividends paid
-2,195
-16,389
Net cash and cash equivalents generated/(absorbed) by financing
-25,905
-32,392
Net increase (decrease) in cash and cash equivalents
2,561
-8,476
Cash and cash equivalents at 1 January
26
33,600
35,136
Cash and cash equivalents at 30 June
26
36,161
26,660

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2020

IMPLICATIONS OF THE COVID-19 PANDEMIC ON THE CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2020

In relation to the context of uncertainty caused by the COVID-19 pandemic, the Tinexta S.p.A. Shareholders' Meeting of 28 April 2020 approved the Board of Directors' proposal not to distribute dividends and to reinvest the 2019 profit in Group operations.

During the lockdown, the Group maintained its operations also through recourse to smart working and implemented incisive measures to reduce costs and manage the emergency, such as incentives for using vacation and leave and the use of social shock absorbers (so-called "FIS") in the business segments most affected by the restrictions.

For the re-opening, the Group adopted all measures necessary to combat the virus and to protect the health of its employees and collaborators: room and workplace sanitising, purchase of personal protective equipment, dissemination of hygiene and social distancing rules, extension of smart working.

In a still difficult operating context, the Tinexta Board of Directors meeting of 23 June 2020 examined the Group performance in the first 5 months and the outlook for the rest of the year, illustrated by the Chief Executive Officer. The revenues trend and sales growth made it possible to forecast a recovery of revenues in the next few months, also through a product mix particularly attuned to new digital management methods for work and operations.

The recovery is tangible in the final results for the First Half. As described in the paragraphs that follow, the Tinexta Group has recorded overall positive half-year results at 30 June 2020. Revenues were down slightly by 2.2%, though EBITDA increased by 6.3%, Operating profit by 1.4% and Net profit by 14.1%.

Goodwill is periodically tested to determine the existence of any impairment. Given its intensity and unpredictability, the COVID-19 pandemic qualifies as a potential external impairment indicator. Consequently, the Group decided at 30 June to also take into consideration the reduced surplus recoverable value over the book value recorded at 31 December 2019 when measuring the recoverable value of the Co.Mark (Innovation & Marketing Services) and Innolva (Credit Information & Management) CGUs. In calculating the recoverable value of the CGUs concerned, an analysis was conducted of the financial projections based on current knowledge of the reference context influenced by elements such as the market response to external stimuli (public funding) now pending finalisation, the effectiveness of communications tools to be used in the next few months, additional cost-saving measures not yet endorsed by decree. In short, the assumptions underlying the 2020-22 plan were reviewed as regards business dynamics and the strategic guidance scenarios for the companies, and the financial values were reviewed downstream of changes in the macroeconomic scenario brought about by the pandemic. For details, please refer to Note 14. Intangible assets and goodwill.

No uncertainties or significant risks related to COVID-19 emerged from the analyses conducted within the Tinexta Group sufficient to give rise to doubts regarding going concern.

1. ENTITY THAT PREPARES THE FINANCIAL STATEMENTS

Tinexta S.p.A. (the "Parent Company" or "Company") has its offices in Italy. The Condensed Interim Consolidated Financial Statements at 30 June 2020 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 2020 were approved and authorised for publication by the Board of Directors of Tinexta S.p.A. at its meeting on 4 August 2020.

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 'Controlling Shareholder') is the Shareholder with an absolute majority of Tinexta S.p.A. shares. The Controlling Shareholder does not exercise management nor coordination activities of Tinexta.

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 annual financial statements and should be read together with the Consolidated Financial Statements for the year ended 31 December 2019 (the "last Financial Statements") filed at the head office of the Company and available on the website www.tinexta.com.

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.

3. PRESENTATION CRITERIA

The Condensed Interim Consolidated Financial Statements consist of the Statement of financial position, Statement of profit/(loss) and other comprehensive income, Statement of changes in shareholder's 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 comprehensive income is classified according to 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 Peruvian Nuevo Sol - 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 2019, with the exception of the new standards applied from 1 January 2020 (indicated in Note 7: New standards or amendments for 2020 and future requirements).

4. SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA

The Condensed Interim Consolidated Financial Statements include the Financial Statements of the Parent Company Tinexta S.p.A. and the companies on which the Company has the right to exercise control, directly or indirectly, 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 shares 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.

List of companies consolidated on a line-by-line basis or with the equity method at 30 June 2020:

at 30 June 2020
Registered Share Capital %
Company office Amount
(€ '000s)
Currency % ownership via contribution
to the
Group
Consolidation
method
Tinexta S.p.A. (Parent Company) Rome 47,207 Euro n.a. n.a. n.a. n.a.
InfoCert S.p.A. Rome 17,705 Euro 99.99% n.a. 99.99% Line-by-line
Innolva S.p.A. Buja (UD) 3,000 Euro 100.00% n.a. 100.00% Line-by-line
Re Valuta S.p.A. Milan 200 Euro 95.00% n.a. 95.00% Line-by-line
Co.Mark S.p.A. Bergamo 150 Euro 100.00% n.a. 100.00% Line-by-line
Visura S.p.A. Rome 1,000 Euro 100.00% n.a. 100.00% Line-by-line
Warrant Hub S.p.A. Correggio (RE) 58 Euro 90.25% n.a. 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 3,420 Euro 51.00% InfoCert S.p.A. 50.99% Line-by-line
Comas S.r.l. Arezzo 100 Euro 100.00% Innolva S.p.A. 100.00% Line-by-line
Promozioni Servizi S.r.l. Vicenza 10 Euro 100.00% Innolva S.p.A. 100.00% Line-by-line
Innolva Relazioni Investigative S.r.l. Brescia 10 Euro 100.00% Innolva S.p.A. 100.00% Line-by-line
Co.Mark TES S.L. Spain 36 Euro 100.00% Co.Mark S.p.A. 100.00% Line-by-line
Warrant Innovation Lab S.r.l. Correggio (RE) 25 Euro 98.41% Warrant Hub S.p.A. 98.41% Line-by-line
Warrant Service S.r.l. Correggio (RE) 40 Euro 50.00% Warrant Hub S.p.A. 50.00% Line-by-line
Bewarrant S.p.r.l. Belgium 12 Euro 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
PrivacyLab S.r.l. Reggio Emilia 10 Euro 60.00% Warrant Hub S.p.A. 90.00% Line-by-line
Camerfirma Perù S.A.C Peru 84 PEN 99.99% AC Camerfirma S.A. 50.99% Line-by-line
Lux Trust S.A. Luxembourg 12,416 Euro 50.00% InfoCert S.p.A. 50.00% Equity
Etuitus S.r.l. Salerno 50 Euro 24.00% InfoCert S.p.A. 24.00% Equity
Camerfirma Colombia S.A.S. Colombia 1,200,000 COP 25.00% 1% InfoCert S.p.A.
24% AC Camerfirma S.A.
13.24% Equity
Creditreform GPA Ticino S.A. Switzerland 100 CHF 30.00% Innolva S.p.A. 30.00% Equity
Innovazione 2 Sagl Switzerland 20 CHF 30.00% Warrant Hub S.p.A. 30.00% Equity
Digital Hub S.r.l. Reggio Emilia 10 Euro 30.00% PrivacyLab S.r.l. 27.00% Equity

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

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 Group's Shareholders' Equity by the individual company as a result of 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.

All accounting positions used for the preparation of the Condensed Interim Consolidated Financial Statements have been drafted at 30 June 2020 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, charges and income of the subsidiaries are consolidated line by line, attributing to the minority shareholders, if applicable, the portion of Shareholders' Equity and Net Profit for the period that pertains to them; these portions are shown separately within Shareholders' 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 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 income.
  • 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 minority 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 the 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 Shareholders' 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 revenues as well as financial charges and income recognised in the income statements of these companies. Realised profits and 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. 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 Shareholders' 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 and revenues, charges and income 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. SEGMENT REPORTING

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 revenues and costs (including revenues 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 2019, the consolidated economic data of First Half 2020 include the balances for First Half 2020 of Privacy Lab (Innovation & Marketing Services segment) consolidated as of 1 January 2020.

The results of the operating segments are measured and revised periodically by management by analysing trends in EBITDA, defined as "Net Profit" before "Income taxes", "Net financial income (charges)", "Portion of profits from equity-accounted investments", "Amortisation/depreciation", "Provisions" and "Impairment", i.e., as "Revenues" 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.

Total
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
55,433 51,949 35,273 38,068 33,700 36,961 1,060 556 125,466 127,535
337 204 236 156 15 27 1,060 556 1,648 943
55,096 51,745 35,037 37,912 33,685 36,935 0 0 123,817 126,592
Digital Trust Credit Information &
Management
Innovation &
Marketing Services
Other sectors
(Parent Company)

Representation of the Revenues and EBITDA for the individual operating units:

EBITDA 13,998 13,307 10,155 9,291 14,726 17,378 -4,467 -7,607 34,412 32,369
Amortisation/depreciation, provisions and impairment 12,759 11,019
Operating Profit 21,653 21,350
Net financial income (charges) -419 -1,269
Profit of equity-accounted investments 91 15
Profit before tax 21,325 20,096
Income taxes 5,334 6,079
Net Profit 15,991 14,016

Breakdown of the assets and liabilities by business units:

Digital Trust Management Credit Information & Services Innovation & Marketing Other sectors
(Parent Company)
Total
30/06/2020 31/12/2019 30/06/2020 31/12/2019 30/06/2020 31/12/2019 30/06/2020 31/12/2019 30/06/2020 31/12/2019
(€ '000s)
Assets 138,900 144,544 157,089 158,350 149,975 161,819 5,679 -8,626 451,644 456,087
Liabilities 104,958 103,429 70,000 70,832 106,043 110,818 17,111 21,582 298,113 306,661

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

7. NEW STANDARDS OR AMENDMENTS FOR 2020 AND FUTURE REQUIREMENTS

a) From 1 January 2020, the Group adopted the following new accounting standards:

  • Amendments to the Conceptual Framework for Financial Reporting, endorsed by the EU on 6 December 2019 with Regulation no. 2075. The main amendments compared to the 2010 version include a new chapter on measurements, better definitions and guidance, with particular regard to the definition of liability, and clarifications of key concepts, such as stewardship, prudence and measurement uncertainty. The amendments apply to Financial Statements for years beginning 1 January 2020 or later.
  • Amendments to IAS 1 and IAS 8: Definition of Material, endorsed by the EU on 10 December 2019 with Regulation no. 2014. The document has the objective of refining and standardising the definition of "material" present in certain IFRSs, so that it is consistent with the new Conceptual Framework for Financial Reporting approved in March 2018 and endorsed by the EU on 6 December 2019. The amendments apply to Financial Statements for years beginning 1 January 2020 or later.
  • Amendments to IFRS 9, IAS 39 and IFRS 7: Interest rate benchmark reform, endorsed by the EU on 16 December 2020 with Regulation no. 34. The objective of the document is to allow entities that prepare financial statements not to suspend hedging transactions until the interest rate benchmark reform – still underway worldwide – is completed. This reform, in particular, has created uncertainties regarding the timeframe and the amount of future cash flows related to some financial instruments, with the consequent risk of having to interrupt the hedging relationships designated in accordance with IAS 39 or IFRS 9. According to IASB, an interruption of hedging relationships due to these uncertainties does not provide useful information to the users of the financial statements; therefore, the document in question has introduced some amendments specific to IAS 39, IFRS 9 and IFRS 7, namely some temporary relaxation of the application of specific provisions in the area of hedge accounting recognition, provided for in IFRS 9 and IAS 39, to be mandatorily applied to all hedging operations that are directly impacted by the reform concerning the reference indexes for the determination of interest rates. The amendments apply to Financial Statements for years beginning 1 January 2020 or later.
  • Amendment to IFRS 3 Business Combinations, endorsed by the EU on 21 December 2020 with Regulation no. 551. This document introduced a much more restrictive definition of business than that contained in the previous version of IFRS 3, as well as a logical procedure to follow to check if a transaction can be considered a "business combination" or simply acquisition of an asset. The amendment must be applied to acquisitions that occur on or after 1 January 2020.

The adoption of the new standards applicable from 1 January 2020 had no significant impact.

b) Accounting standards and interpretations to be applied in the near future:

At the date of approval of these Condensed Interim Consolidated Financial Statements, the IASB had issued certain accounting standards, interpretations and amendments not yet approved by the European Union and some still in the consultation phase, including:

• 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 realised gains and to guarantee greater comparability of results, introducing a single standard for revenue recognition which reflects the services provided. Furthermore, on 25 June 2020, the IASB published Amendments to IFRS 17 and the deferral of the

entry into effect of the new accounting standard to 1 January 2023. At the date of these Condensed Interim Consolidated Financial Statements the endorsement process was still under way.

  • On 23 January 2020, the IASB published some amendments to IFRS 1. The document Presentation of Financial Statements: Classification of Liabilities as Current or Non-current requires that a liability should be classified as current or non-current according to the rights existing as at the financial statements date. In addition, it sets out that the classification is not impacted by the entity's expectation of exercising its rights to defer settlement of the liability. It also clarifies that this provision refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments apply to Financial Statements relating to years beginning on 1 January 2022 or later. Early application is permitted. The endorsement process is still under way.
  • On 14 May 2020, the IASB published the Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements 2018-2020 with the aim of making specific amendments to these standards. The amendments apply to Financial Statements relating to years beginning on 1 January 2022 or later. The endorsement process is still under way.
  • On 28 May 2020, the IASB published Covid-19-Related Rent Concessions, amending IFRS 16 Leases and including a practical expedient to simplify accounting by lessees of rent concessions obtained due to the COVID-19 pandemic. This expedient is optional and does not apply to lessors. The amendments to IFRS 16 enter into effect from financial statements for the year beginning on or after 1 June 2020, but early application is permitted in financial statements for earlier years (including interim reports) for which publication has not yet been authorised. The endorsement process, still under way, is due to be completed in the next few months.
  • On 25 June 2020, the IASB published the document Amendments to IFRS 4 Contracts – deferral of IFRS 9 with the aim of clarifying certain application aspects of IFRS 9 pending the permanent application of IFRS 17. The amendments apply to financial statements relating to years beginning on 1 January 2021 or later. Endorsement by the EU is expected during 2020.

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 Condensed Interim Consolidated 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 assessed1 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

1Or more frequently, if there are indications that it may have suffered a decrease in value.

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: property, plant and equipment and intangible assets with finite useful life are assessed to establish whether there was a decrease in value, to be recognised through impairment, 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.
  • Measurement of lease liabilities: The measurement of lease liabilities is affected by the duration of the lease, understood as the non-cancellable leasing period to which these two periods must be added: a) periods covered by a leasing extension option if the lessee has the reasonable certainty to exercise this option; and b) periods covered by the option of terminating the lease, if the lessee has the reasonable certainty not to exercise the option. The assessment of the duration of the lease entails the use of estimates based on factors that may change over time, with a potentially significant impact on the assessments carried out by the Directors.
  • Valuation of the bad debts provision for expected impairment of trade receivables: The Group uses an allocation matrix based on historical experience to estimate expected losses on receivables. Depending on the type of customer, the Group may use groupings if the historical experience for credit losses is significantly different than the loss models by different customer segments. Estimates and assumptions are periodically reviewed, and the effects of each change are reflected in the income statement for that period.
  • Valuation of the Defined benefit plans: Actuarial valuation requires the formulation of various assumptions that may differ from actual future developments. The results depend on the technical basis adopted such as, among others, the actualisation rate, the inflation rate, the wage increase rate and the expected turnover. All assumptions are reviewed on an annual basis.

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 business transactions or liquidity management activities.

Tinexta 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 and the transactions are settled almost exclusively in Euro; therefore, it is not greatly exposed to the risk of fluctuation of the exchange rates of foreign currencies against the Euro. To be noted is an exposure to PEN (Peruvian Nuevo Sol) referring to the activities carried out by Camerfirma Perù S.A.C. in its territory. Therefore, considering the very limited exposure to foreign currencies, at the Group level, no exchange rate hedging has been set up.

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 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 actively manages also by making use of interest rate derivatives, specifically Interest Rate Swaps (IRS), Interest Rate Floors (Floor) and Interest Rate Caps(Cap) taken out only for hedging purposes. Cash mainly consists of variable-rate bank deposits with no mandatory duration, and therefore its fair value is equivalent to the value recognised in the Financial Statements. The interest rate to which the Group is most exposed is 6-month Euribor. Therefore, the interest rate risk appears adequately monitored, owing to the current forecast of growth in the 6-month Euribor index (forward rates curve) and the structure of the debt portfolio.

Bank loans at 30 June 2020 Cash Flow Hedge Derivatives
Notional values by type at 30 June 2020
€ '000s Nominal amount IRS Capped Swap Collar Total
Floating rate loans 119,745 58,003 24,167 19,073 101,243
Fixed rate loans 76
119,821 58,003 24,167 19,073 101,243

Cash Flow Hedge strategy on bank loans at 30 June 2020:

Hedging rate of bank loans is 85%.

Credit risk

Financial credit risk results from the inability of a counterparty to fulfil its obligations. At 30 June 2020, the liquidity of the Group was invested in bank deposits held at leading banks.

Trade credit risk derives essentially from receivables from customers. To mitigate credit risk related to trade counterparties, the Group has implemented internal procedures requiring a preliminary assessment of the solvency of the customer through a scoring analysis, before accepting a contract. 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). The Group uses an allocation matrix to calculate the expected losses, based on historical data. Depending on the type of customer, the Group may use groupings if the historical experience for credit losses is significantly different than the loss models by different customer segments.

The table in Note 21. Trade and Other Receivables provides a breakdown of current trade receivables from customers at 30 June 2020, grouped by maturity, gross and net of the related bad debts provision.

Liquidity risk

Liquidity risk consists of an inability to promptly raise, on market economic 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 control of operating cash flows and use of 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 and promptly obtained and liquidity is safely invested with adequate returns.

The management believes that 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.

The table in Note 30. Financial liabilities, excluding derivative financial instruments summarizes the financial liabilities recognised in the Financial Statements at 30 June 2020 and classifies them according to contractual maturity.

10. CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES

A reconciliation between financial asset and liability classes as identified in the Statement of Financial Position of the Company and the types of financial assets and liabilities identified following IFRS 7 requirements:

€ '000s Assets designated
at fair value
through profit or
loss
Assets/Liabilities
designated at
fair value
through profit or
loss
Liabilities held for
trading designated
at fair value
through profit or
loss
Fair Value
hedging
instruments
Assets/Liabilities
measured at
amortised cost
Assets
designated at
fair value
through OCI
Investments in
instruments
representing OCI
capital
Total
NON-CURRENT ASSETS 0 438 0 0 1,831 0 0 2,269
Other financial assets, excluding derivative financial
instruments
0 438 0 0 743 0 0 1,181
Derivative financial instruments 0 0 0 0 0 0 0 0
Trade and other receivables 0 0 0 0 1,088 0 0 1,088
CURRENT ASSETS 0 1,973 0 6 129,136 0 0 131,114
Other financial assets, excluding derivative financial
instruments
0 1,973 0 0 4,644 0 0 6,617
Derivative financial instruments 0 0 0 6 0 0 0 6
Trade and other receivables 0 0 0 0 88,330 0 0 88,330
Cash and cash equivalents 0 0 0 0 36,161 0 0 36,161
NON-CURRENT LIABILITIES 0 2,098 0 672 111,504 0 0 114,273
Financial liabilities, excluding derivative financial
instruments
0 2.098* 0 0 111,504 0 0 113,601
Derivative financial instruments 0 0 0 672 0 0 0 672
CURRENT LIABILITIES 0 15,184 0 17 79,340 0 0 94,541
Financial liabilities, excluding derivative financial
instruments
0 15.184* 0 0 27,907 0 0 43,091
Trade and other payables 0 0 0 0 51,433 0 0 51,433
Derivative financial instruments 0 0 0 17 0 0 0 17

* This item includes Liabilities for the purchase of minority interests and Liabilities for contingent consideration linked to acquisitions (more details are provided in Note 30). Liabilities for the purchase of minority interests are recognised at their fair value with changes recorded as a contra entry in Shareholders' Equity, Liabilities for contingent consideration linked to acquisitions are recognised at their fair value with changes recorded as contra entries in the Income Statement.

11. FAIR VALUE HIERARCHY

Fair value hierarchy for assets and liabilities of the Group:

€ '000s Fair Value
Level 1 Level 2 Level 3 Total
NON-CURRENT ASSETS 438 0 0 438
Other financial assets, excluding derivative financial instruments 438 438
Capitalisation policy 438 438
Derivative financial instruments 0
CURRENT ASSETS 1,973 6 0 1,978
Other financial assets, excluding derivative financial instruments 1,973 1,973
Capitalisation policy 1,973 1,973
Derivative financial instruments 6 6
NON-CURRENT LIABILITIES 0 672 2,098 2,769
Derivative financial instruments 672 672
Other financial liabilities, excluding derivative financial instruments 2,098 2,098
Liabilities for put options 2,098 2,098
CURRENT LIABILITIES 0 17 15,184 15,201
Other financial liabilities, excluding derivative financial instruments 15,184 15,184
Liabilities for put options 14,839 14,839
Contingent consideration 345 345
Derivative financial instruments 17 17

12. BUSINESS COMBINATIONS

BUSINESS COMBINATIONS FOR WHICH ACCOUNTING RECOGNITION HAS NOT BEEN COMPLETED

Acquisition of PrivacyLab S.r.l.

On 27 January 2020, through the subsidiary Warrant Hub S.p.A., the Tinexta Group acquired 60% of PrivacyLab S.r.l. (hereinafter also PrivacyLab), operating in the sale of licences, advisory services, training and tools for managing compliance with GDPR provisions.

The acquisition falls under the diversification process of the offer under the Industry 4.0 Plan, leveraging the advisory know-how on innovation, already present in the subsidiary Warrant Innovation Lab S.r.l., and in the growth strategy focusing on the capacity to adopt solutions that are easily scalable. PrivacyLab closed 2019 with revenues amounting to roughly € 1.1 million and EBITDA of around € 0.3 million2 .

A € 612 thousand advance payment on the acquisition price, equal to 60% of the share capital of Privacy Lab, was made on closing. Regarding this transaction, it was decided that after approval of the financial statements at 31 December 2019 an earn-out would be recognised, calculated on the basis of EBITDA and the net financial position (contractually defined) at 31 December 2019, with 50% to be paid by 30 June 2020 and the remaining 50% on 31 December 2020. This earn-out was established as € 690 thousand, 50% of which (€ 345 thousand) was paid on 29 June 2020.

Through a system of put & call options, Warrant Hub has the option of acquiring the remaining 30% of the company in 2022 after approval of the financial statements at 31 December 2021, for an amount currently estimated at € 1,157 thousand.

2 Data prepared according to ITA GAAP standards.

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

The company, which was consolidated on a line-by-line basis from 1 January 2020, with the recognition of minority interests on the remaining 10%, contributed € 631 thousand to Tinexta Group Revenues for First Half 2020 and € 226 thousand to Net profit.

Warrant Hub holds a call option on the remaining 10%, to be exercised in 2022 after approval of the financial statements at 31 December 2021.

The following table summarises the fair value at the acquisition date of the main components of the consideration transferred:

Total consideration transferred 2,276
Fair value of put & call options on 30% 974
Price supplement on 60% 690
Cash and cash equivalents for 60% 612
€ '000s

The following is a summary of book values recognised with reference to the assets acquired and liabilities assumed at the acquisition date of the company:

€ '000s Book values
Property, plant and equipment 71
Intangible assets 209
Equity-accounted investments 1
Non-current financial assets 5
Current financial assets 12
Trade and other receivables 421
Cash and cash equivalents 505
Total assets acquired 1,224
Employee benefits 7
Non-current financial liabilities 30
Current financial liabilities 32
Trade and other payables 259
Contract liabilities 589
Current and deferred tax liabilities 24
Total liabilities assumed 940
Net assets acquired 283

Goodwill arising from the acquisition has been provisionally recognised as shown in the following table:

Goodwill 2,021
Net assets of minority shareholders acquired -28
Net assets acquired 283
Total consideration transferred 2,276
€ '000s

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

Net cash flow at the acquisition date, including the first tranche of the earn-out paid on 29 June 2020, deriving from the consolidation of PrivacyLab:

Net cash flow deriving from the consolidation -452
Cash and cash equivalents acquired 505
1st tranche of contingent consideration -345
Consideration paid on closing -612
€ '000s

Information on the Statement of Financial Position

The items of the Consolidated Statement of Financial Position at 30 June 2020 are commented hereunder. The tables of changes in equity items show the effects on the consolidated data of changes in the scope of consolidation (provisional estimated values of assets and liabilities acquired from PrivacyLab S.r.l., consolidated line-by-line from 1 January 2020) as illustrated in Note 12. Business Combinations.

13. PROPERTY, PLANT AND EQUIPMENT

Changes in investments in property, plant and equipment:

€ '000s 31/12
2019
Investme
nts
Divestme
nts
Depreciat
ion
Change in
scope
Revalua
tions
Impairme
nt
Exchange
rate delta
30/06
2020
Land
Cost 148 148
Net value 148 0 0 0 0 0 0 0 148
Leased land
Cost 303 303
Net value 303 0 0 0 0 0 0 0 303
Buildings
Cost 1,054 1,054
Accumulated Depreciation -436 -16 -452
Net value 618 0 0 -16 0 0 0 0 603
Leased buildings
Cost 17,643 369 -14 48 17 -716 17,346
Accumulated Depreciation -3,972 14 -1,427 10 -5,374
Net value 13,671 369 0 -1,427 48 17 -706 0 11,972
Electronic machines
Cost 20,564 422 -8 12 -2 20,987
Accumulated Depreciation -17,918 6 -1,019 -3 1 -18,934
Net value 2,645 422 -2 -1,019 9 0 0 -1 2,054
Leased electronic machines
Cost 637 637
Accumulated Depreciation -106 -106 -212
Net value 531 0 0 -106 0 0 0 0 425
Leasehold improvements
Cost 1,998 2 2,000
Accumulated Depreciation -1,532 -103 -1,635
Net value 465 2 0 -103 0 0 0 0 365
Other assets
Cost 7,775 141 -140 35 7,811
Accumulated Depreciation -6,457 140 -258 -20 -6,595
Net value 1,319 141 0 -258 15 0 0 0 1,217
Other leased assets
Cost 2,306 383 -14 22 -25 2,673
Accumulated Depreciation -792 14 -444 7 -1,215
Net value 1,514 383 0 -444 0 22 -17 0 1,458
Property, plant and equipment 21,215 1,317 -2 -3,372 71 40 -724 -1 18,544
of which leased 16,019 752 0 -1,977 48 40 -724 0 14,158

The Group has opted to recognise right of use assets from leases under Property, plant and equipment, in the same categories in which the underlying assets would have been recognised if owned. Right of use assets

on properties are recognised under Leased buildings, whilst right of use assets on vehicles are recorded under Other leased assets. Revaluations include adjustments to rights of use due to increases in lease payments or to lease extensions; Impairment refers solely to early terminations of leases.

The investments in Electronic machines totalling € 422 thousand include € 308 thousand attributable to the Digital Trust segment and refer mainly to acquisitions of hardware and electronic devices required for company data centre operations.

14. INTANGIBLE ASSETS AND GOODWILL

This item includes intangible assets with indefinite (goodwill) or definite (intangible assets) useful life.

€ '000s 31/12
2019
Investme
nts
Divestme
nts
Amortisa
tion
Reclassifi
cations
Change in
scope
Allocati
ons
30/06
2020
Goodwill
Original cost 198,180 2,021 200,201
Net value 198,180 0 0 0 0 0 2,021 200,201
Other intangible assets with indefinite useful life
Original cost 405 405
Amortisation provision 0
Net value 405 0 0 0 0 0 0 405
Software
Original cost 59,549 214 2,789 248 62,799
Accumulated amortisation -48,348 -2,386 -53 -50,787
Net value 11,200 214 0 -2,386 2,789 195 0 12,012
Concessions, licences, trademarks and similar rights
Original cost 276 1 16 293
Accumulated amortisation -192 -6 -2 -200
Net value 84 1 0 -6 0 14 0 93
Other intangible assets from consolidation
Original cost 73,830 73,830
Accumulated amortisation -24,438 -2,949 -27,387
Net value 49,392 0 0 -2,949 0 0 0 46,443
Assets in progress and advances
Original cost 3,752 2,247 -2,789 3,210
Net value 3,752 2,247 0 0 -2,789 0 0 3,210
Databases
Original cost 13,788 2,430 16,218
Accumulated amortisation -6,879 -1,791 -8,670
Net value 6,909 2,430 0 -1,791 0 0 0 7,548
Other
Original cost 48 -2 46
Accumulated amortisation -36 -5 -40
Net value 13 0 -2 -5 0 0 0 6
Intangible assets with definite and indefinite useful life 269,935 4,891 -2 -7,136 0 209 2,021 269,918

Goodwill

As at 30 June 2020, the item amounts to € 200,201 thousand and can be broken down as follows among the CGUs/Operating segments:

€ '000s
CGU Operating segments 30/06/2020 31/12/2019 Change
Goodwill Innolva (Credit Information & Management) 89,967 89,967 0
Goodwill RE Valuta (Credit Information & Management) 4,578 4,578 0
Goodwill Warrant (Innovation & Marketing Services) 33,774 31,753 2,021
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 200,201 198,180 2,021

The increase in goodwill allocated to the Warrant CGU refers to the acquisition of PrivacyLab S.r.l., consolidated on a line-by-line basis from 1 January 2020. For details of its calculation, reference is made to Note 12. Business Combinations. Note that the allocation of this goodwill is determined in a provisional manner, as the measurement at fair value of the net assets acquired is still under way.

In compliance with the requirements of IAS 36, the CGUs were defined as the smallest identifiable asset group that generates cash flows that are largely independent from the cash flows generated by other assets or groups of assets and represent the minimum level at which goodwill is monitored for internal management purposes.

The identified CGUs to which goodwill has been allocated are indicated in the table above. In particular, goodwill was allocated to the CGUs, as defined above, at the time of the acquisition of control of each individual company or group of companies.

Goodwill is periodically tested to determine the existence of any impairment. In relation to the COVID-19 emergency, the Group decided to measure the recoverable value of the Innolva and Co.Mark CGUs at 30 June, also in view of the reduced surplus of recoverable value over the book value found at 31 December 2019.

The recoverable value of these CGUs was determined on the basis of estimated value in use, as the fair value of the individual CGUs could not be reliably measured.

The value in use has been determined by using the discounted cash flow method, in the unlevered version, applied to forecasts prepared by the Directors of each CGU in relation to the three-year period from 2020 to 2022. In calculating the value in use of the CGUs concerned, an analysis was conducted of the financial projections based on current knowledge of the reference context influenced by elements such as the market response to external stimuli (public funding) now pending finalisation, the effectiveness of communications tools to be used in the next few months, additional cost-saving measures not yet realizable by decree. In short, the assumptions underlying the 2020-22 plan were reviewed with regard to business dynamics and the strategic orientation scenarios for the companies, and the financial values were reviewed in light of the changes in the macroeconomic scenario brought about by the pandemic.

The cash flows used for the determination of the value in use are related to the operational management of each CGU and do not include financial charges and extraordinary items; they include the investments envisaged in the plans and changes in cash attributable to working capital, without taking into consideration the effects of future restructuring not yet approved by the directors or future investments to improve future

profitability. The forecast growth in the plans used as the basis for impairment tests is in line with the corresponding growth forecast in the respective sectors. An explicit period of three years was used, beyond which the above flows were projected according to the perpetuity growth valuation method (terminal value) using a growth rate (g-rate) equal to 1.2% for the market within which the individual CGUs operate. The macroeconomic assumptions at the base of the plans, when available, were determined based on external sources of information, while the estimates in terms of growth and profitability used by the directors, are derived from historical trends and expectations related to the markets in which Group companies operate.

The cash flows were discounted by prudentially using a WACC equal to 7.35% post-tax, estimated with a Capital Asset Pricing Model approach, for the impairment test at 31 December 2019, despite the WACC estimate at 30 June 2020 envisaging a lower value.

The impairment test at 30 June 2020 did not identify any impairment in recognised goodwill. The plans underlying the impairment tests mentioned above were approved by the Boards of Directors of the individual companies, or sub-groups, to which goodwill has been allocated. The impairment tests were approved by the Board of Directors of Tinexta on 4 August 2020.

The surplus recoverable value of the Innolva and Co.Mark CGUs relative to their book values, determined on the basis of the assumptions described above, is as follows:

€ '000s
CGU
Operating segments
30/06/2020
Goodwill Innolva (Credit Information & Management) 5,906
Goodwill Co.Mark (Innovation & Marketing Services) 640

The surplus recoverable value of the CGUs relative to their book values are evaluated with the following sensitivity analyses: (i) an increase in WACC used to develop cash flows of all CGUs of 50 basis points, all other conditions being equal; (ii) a decrease in the growth rate in the calculation of the terminal value of 50 basis points, all other conditions being equal:

€ '000s WACC g-rate
CGU Operating segments 0.50% -0.50%
Goodwill Innolva (Credit Information & Management) -4,066 -2,952
Goodwill Co.Mark (Innovation & Marketing Services) -3,161 -2,558

WACC and g-rate values that would result in the recoverable value of each CGU being equal to the related book value, with all other parameters used in the respective impairment tests remaining the same:

%
CGU Operating segments WACC g-rate
Goodwill Innolva (Credit Information & Management) 7.64 0.88
Goodwill Co.Mark (Innovation & Marketing Services) 7.43 1.11

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. (€ 376 thousand). 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. The impairment test at 30 June 2020 did not identify any impairment in the database.

Intangible assets with definite useful life

Software

The item Software 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.

Investments for the year, totalling € 214 thousand, plus € 2,789 thousand for the production start-up of investments made in previous years, are attributable to the segments Digital Trust (€ 2,075 thousand) and Credit Information & Management (€ 838 thousand).

Databases

Databases increased by € 2,430 thousand due to investments made during the period. Investment in the Credit Information & Management segment, specifically in the company Innolva S.p.A., envisaged the 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

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:

€ '000s 30/06/2020 31/12/2019 Change
Warrant Hub customer list 24,975 25,842 -866
Innolva customer list 17,308 18,221 -912
Promozioni Servizi customer list 2,139 2,234 -94
Visura customer list 1,442 2,164 -721
Co.Mark customer list 329 658 -329
Camerfirma customer list 249 274 -26
Other intangible assets from consolidation 46,443 49,392 -2,949

The decrease recognised during the year can be attributed to amortisation (equal to € 2,949 thousand).

Assets in progress and advances

Assets in progress rose by € 2,247 thousand, of which € 1,430 thousand in the Digital Trust segment for the implementation of various innovative solutions with different purposes and characteristics; both direct costs,

referring to internal personnel costs, and external costs for the acquisition of technical consultation necessary for the development and implementation of the solutions, were capitalised. An additional € 718 thousand refers to software development regarding projects not yet finalised in the Credit information & Management segment.

15. INVESTMENT PROPERTY

Changes in investment property:

€ '000s 31/12/2019 Investments Divestments Depreciation Reclassifications 30/06/2020
Buildings - investment property
Original cost 1,090 1,090
Accumulated depreciation -340 -13 -353
Net value 750 0 0 -13 0 737
Investment property 750 0 0 -13 0 737

Rent revenues from investment property recognised during the period amounted to € 23 thousand and are included in Other revenues and income.

16. EQUITY INVESTMENTS

Equity-accounted investments

The table below provides the valuation details of companies consolidated using the equity method.

€ '000s %
ownership
31/12/2019 Increases/Decreases
in the Income
Statement
Change
in
scope
Exchange
rate delta
30/06/2020 %
ownership
Lux Trust S.A. 50% 11,021 -15 11,006 50%
Innovazione 2 Sagl 30% 252 96 5 353 30%
Creditreform GPA Ticino S.A. 30% 100 -9 1 92 30%
eTuitus S.r.l. 24% 46 14 59 24%
Camerfirma Colombia S.A.S. 25% 35 5 -5 35 25%
Digital Hub S.r.l. 0% 0 1 1 30%
Investments in associates 11,454 91 1 1 11,547

The investee Lux Trust S.A. recorded a loss in the period based on local Luxembourg GAAP. At the preparation date of this half-year report, no disclosure for the period prepared according to the IFRS adopted by the Group was available for this investee. However, the item is immaterial. The decrease in this investment in the Income Statement refers to amortisation of the customer list recorded on the recognition at fair value of assets and liabilities acquired at the time of acquisition.

The investment in Digital Hub S.r.l. was included following the consolidation of PrivacyLab S.r.l.

Other investments

The item in question includes investments in other companies for € 22 thousand (unchanged since 31 December 2019) and refers to minority interests in companies/consortia.

17. OTHER NON-CURRENT FINANCIAL ASSETS, EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS

€ '000s 30/06/2020 31/12/2019 Change
Other financial assets, excluding derivative financial instruments 1,181 1,149 33

This item includes two capitalisation insurance contracts whose fair value amounts to € 438 thousand at 30 June 2020. The remainder, in addition to the receivable of € 64 thousand relative to the price deferment granted to the purchasers of 70% of Creditreform, mainly includes receivables for security deposits.

18. DEFERRED TAX ASSETS AND 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:

€ '000s 31/12/2019 Allocations
(Releases)
Income
statement
Allocations
(Releases)
Shareholders'
Equity
Allocations
(Releases)
Comprehensive
income
statement
Change in
Scope -
Acquisitions
30/06/2020
Deferred tax assets 5,635 -415 91 0 5,311
Deferred tax liabilities 15,848 -970 -4 14,875
Net balance -10,213 556 0 94 0 -9,564

Deferred tax liabilities refer primarily to the fair value of assets emerging from the allocation of excess cost paid in business combinations for a total of € 14,020 thousand at 30 June 2020. The releases to the Income Statement referred to Other intangible assets from consolidation for € 838 thousand and Software for € 79 thousand.

19. CONTRACT COST ASSETS

The following are recognised under contract cost assets, pursuant to IFRS 15 Revenue from Contracts with Customers:

  • incremental costs to obtain the sales contract;
  • sales contract fulfilment costs.
€ '000s 30/06/2020 31/12/2019 Change
Contract obtainment cost assets 1,628 1,924 -295
Contract fulfilment cost assets 3,637 3,306 331
Non-current contract cost assets 5,265 5,230 35
Contract fulfilment cost assets 891 1,278 -387
Current contract cost assets 891 1,278 -387
Contract cost assets 6,157 6,508 -352

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 incurred, 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 € 1,628 thousand at 30 June 2020, include commissions paid to agents to obtain contracts predominantly in the Credit Information & Management and Innovation & Marketing Services segments. 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 2020 amounts to € 2,428 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, primarily with regard to innovation consulting, in Innovation & Marketing Services, with respect to which the relative income has not yet been recognised. The periodic release of Contract fulfilment cost assets for the amount relating to First Half 2020 equalled € 1,404 thousand, and no impairment losses on the capitalised costs were recorded.

20. CONTRACT ASSETS

Contract assets of € 4,579 thousand at 30 June 20 (€ 6,187 thousand at 31 December 2019) predominantly comprise the Group's right to receive consideration for work completed but not yet invoiced at the end of the period. These assets are reclassified under Trade receivables when the right becomes unconditional. Thus, the item includes invoices to be issued, the gross amount due from customers for project work and accrued trade assets.

21. TRADE AND OTHER RECEIVABLES

Trade and other receivables totalled € 89,418 thousand (€ 91,109 thousand at 31 December 2019) and can be detailed as follows:

€ '000s 30/06/2020 31/12/2019 Change
Receivables from customers 70 93 -22
Prepaid expense 965 1,188 -223
Receivables from others 52 52 0
Non-current trade and other receivables 1,088 1,333 -245
Receivables from customers 79,611 81,855 -2,244
Receivables from associated companies 137 247 -110
Receivables from others 2,442 2,930 -488
VAT credit 174 215 -41
Other tax receivables 636 483 153
Prepaid expense 5,331 4,045 1,285
Current trade and other receivables 88,330 89,775 -1,445
of which vs. related parties 146 267 -121
Trade and other receivables 89,418 91,109 -1,691

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

Receivables from customers are shown net of the related bad debts provision of € 7,728 thousand at 30 June 2020 (€ 6,105 thousand at 31 December 2019).

The following table provides a breakdown of current trade receivables from customers at 30 June 2020, grouped by maturity brackets, gross and net of the related bad debts provision:

€ '000s 30/06/2020 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 87,338 54,866 11,543 7,316 4,979 8,634
Bad debts provision 7,728 376 523 774 1,047 5,008
% Bad debts provision 8.8% 0.7% 4.5% 10.6% 21.0% 58.0%
Net value 79,611 54,490 11,020 6,542 3,932 3,626

Changes in the bad debts provision in the period:

€ '000s
Bad debts provision at 31 December 2019 6,105
Allocations 1st Half 2020 1,878
Uses 1st Half 2020 -255
Bad debts provision at 30 June 2020 7,728

The balance of Receivables from others at 30 June 2020 included a receivable for EU-funded grants on research and development projects not yet received for around € 900 thousand. The remainder is mainly attributable to advances to suppliers and agents.

As regards the VAT receivable, note that Group companies (except foreign entities, Warrant Service S.r.l. and PrivacyLab S.r.l.) are among the entities to which the split payment rule applies pursuant to Art. 17-ter, Italian Presidential Decree no. 633 of 26 October 1972. As a result, VAT is not paid to those suppliers (who are not professionals subject to withholding tax) with required payments being made instead on a regular basis to the tax authorities.

Prepaid expense represents charges deferred to beyond the quantification/recording date; it does not depend on the payment date of the corresponding charges, pertains to two or more fiscal years and is proportionally allocated based on time. This item refers primarily to the hardware and software maintenance services of the Digital Trust segment.

22. INVENTORIES

Inventories at 30 June 2020 amounted to € 1,197 thousand (€ 1,145 thousand at 31 December 2019) and can be broken down as follows:

€ '000s 30/06/2020 31/12/2019 Change
Raw and ancillary materials and consumables 742 697 45
Finished products and goods 455 447 8
Inventories 1,197 1,145 53

Inventories of raw materials are mainly attributable to the Digital Trust sector and consist primarily 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 € 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 € 6,617 thousand at 30 June 2020 (€ 6,593 thousand at 31 December 2019).

€ '000s 30/06/2020 31/12/2019 Change
Guarantee deposits 4,000 4,000 0
Capitalisation insurance contracts 1,973 1,961 12
Other financial assets 644 632 12
Other current financial assets 6,617 6,593 24

Guarantee deposits include the payment by InfoCert of € 4 million to an independent third party in accordance with contractual arrangements to guarantee the contingent consideration to be paid to the sellers of Lux Trust S.A., which were not due on the basis of those contractual arrangements and the final results of the company.

24. CURRENT TAX ASSETS AND LIABILITIES

At 30 June 2020, the Group showed an overall net debt position for current taxes equal to € 2,839 thousand (€ 2,156 thousand at 31 December 2019) as detailed below:

€ '000s 30/06/2020 31/12/2019 Change
Current tax assets 251 756 -505
of which vs. related parties 6 322 -317
Current tax liabilities 3,089 2,911 178
Net current tax assets (liabilities) -2,839 -2,156 -683

The change in Net current tax liabilities reflects the allocation of taxes for the first half of the year, nonrecurring income of € 723 thousand deriving from the elimination of the payment of 2019 IRAP balance as per Italian Law Decree 34/2020 (the "Relaunch Decree") and payments made (IRES and foreign taxes) in the First Half.

Starting from 2018, the Parent Company Tinexta S.p.A. opted, as consolidating entity, for the national consolidated taxation pursuant to Art. 117 et seq. of Italian Presidential Decree 917/86 (the Consolidated Tax Act - TUIR) for the three-year period 2018-2020, with the following direct and indirect subsidiaries: Co.Mark S.p.A., InfoCert S.p.A, Innolva S.p.A., RE Valuta S.p.A., Sixtema S.p.A., Visura S.p.A., Warrant Hub S.p.A. and Warrant Innovation Lab S.r.l. The economic and financial relations, as well as the reciprocal responsibilities and obligations, between the Parent Company and the consolidated companies are defined in the corresponding tax consolidation regulations.

Current tax assets vs. related partiesincludes the amount due from the controlling shareholder Tecno Holding S.p.A. for receivables related to the tax income recognised by InfoCert S.p.A. for the "Patent Box" tax relief, pursuant to Art. 1, paragraphs 37 to 45, Italian Law no. 190 of 23 December 2014, for the years 2015 and 2016 (for further details see Note 42. Taxes) in which the tax consolidation (2015-2017) was with the controlling Shareholder.

25. DERIVATIVE FINANCIAL INSTRUMENTS

The financial assets and liabilities for derivative instruments may be broken down as follows:

€ '000s 30/06/2020 31/12/2019 Change
Non-current financial assets for hedging derivatives 0 15 -15
Current financial assets for hedging derivatives 6 16 -10
Non-current financial liabilities for hedging derivatives 672 262 410
Current financial liabilities for hedging derivatives 17 45 -28
Liabilities for net hedging derivative financial instruments 683 276 407

The current derivative financial instruments at 30 June 2020 refer to contracts executed by the Group to hedge the risk of cash flow changes due to fluctuating interest rates on a portion of bank loans (for details, see Note 30. Financial liabilities, excluding derivative financial instruments).

Tables illustrating the contract type, notional value, loan hedged and fair value of current derivatives at 30 June 2020:

€ '000s
Type Loan hedged Notional Maturity date Rate received Rate paid Fair value at
30/06/2020
Fair value at
31/12/2019
IRS CA line A 2,763 31/12/2020 6-month Euribor 0.576% -12 -32
IRS CA line A 4,095 30/06/2023 6-month Euribor 0.600% -62 -71
IRS CA line A 1,138 31/12/2020 6-month Euribor 0.595% -5 -13
IRS CA line A 1,005 30/06/2023 6-month Euribor 0.640% -20 -22
IRS CA line C 13,500 31/12/2024 6-month Euribor -0.220% -47 4
IRS ISP Group 35,503 31/12/2025 6-month Euribor -0.163% -231 10
Total Interest Rate Swap hedging instruments 58,003 -377 -122

€ '000s

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2020
Fair value at
31/12/2019
Capped Swap CA line A 7,500 30/06/2023 6-month Euribor 1.500% -13 -18
Capped Swap BPS 6,667 30/06/2023 6-month Euribor 1.500% -11 -15
Capped Swap UBI 10,000 29/05/2023 6-month Euribor 0.500% -16 0
Total Capped Swap hedging instruments 24,167 -40 -33

€ '000s

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2020
Fair value at
31/12/2019
Floor CA line A 3,900 31/12/2020 6-month Euribor 0.001% 6 16
Floor BNL 20,000 31/12/2025 6-month Euribor -1.450% -63 -65
Total Floor Option hedging instruments 23,900 -58 -50

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

€ '000s

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2020
Fair value at
31/12/2019
Collar ISP Group 11,073 31/12/2025 6-month Euribor 1.75%/-0.33% -57 -25
Collar BNL 20,000 31/12/2025 6-month Euribor 1.00%/-0.30% -152 -46
Total Collar Option Hedging instruments 31,073 -209 -71

Derivative financial instruments fall within Level 2 of the fair value hierarchy.

26. CASH AND CASH EQUIVALENTS

Cash and cash equivalents amounted to € 36,161 thousand at 30 June 2020 (€ 33,600 thousand at 31 December 2019) and the breakdown is as follows:

€ '000s 30/06/2020 31/12/2019 Change
Bank and postal deposits 36,095 33,533 2,562
Cheques 11 14 -3
Cash and cash equivalents 56 53 3
Cash and cash equivalents 36,161 33,600 2,561

The balance is mainly represented by the cash and cash equivalents held in bank accounts at leading national banks. The Statement of Cash Flows provides a detailed analysis of the changes shown.

27. SHAREHOLDERS' EQUITY

The approved, subscribed and paid-in Share Capital amounted to € 47,207,120 at 30 June 2020 and consists of 47,207,120 Ordinary Shares.

At 30 June 2020, Tinexta S.p.A. held 775,014 Treasury Shares, equal to 1.642% of the share capital, for a total value of € 9,022 thousand.

Consolidated Shareholders' Equity at 30 June 2020 amounted to € 153,531 thousand (€ 149,426 thousand at 31 December 2019) and can be analysed as follows:

€ '000s 30/06/2020 31/12/2019 Change
Share Capital 47,207 47,207 0
Treasury Shares held -9,022 0 -9,022
Legal reserve 4,315 3,112 1,202
Share premium reserve 55,439 55,439 0
Stock Option reserve 39 0 39
Reserve from valuation of hedging derivatives -539 -241 -298
Defined benefit plans reserve -846 -846 0
Other reserves 37,588 12,714 24,874
Profit (loss) for the Group 15,785 28,182 -12,397
Total Group Shareholders' Equity 149,965 145,567 4,399
Capital and reserves attributable to minority interests 3,359 3,263 96
Profit (loss) attributable to minority interests 206 596 -390
Total minority interests 3,566 3,859 -294
Total Shareholders' Equity 153,531 149,426 4,105

Treasury Shares held includes the cost incurred for purchase of the Treasury Shares and related transaction costs.

The Stock Option reserve refers to the allocation recognised under Personnel costs(to which reference should be made for details) on the 2020-2022 Stock Option Plan.

The Reserve from valuation of hedging derivatives refers to the fair value measurement of hedging derivatives (referred to in Note 25. Derivative financial instruments).

The Defined benefit plans reserve refers to the actuarial component of employee severance indemnity according to the requirements of IAS 19.

28. PROVISIONS

Provisions, amounting to € 3,799 thousand at 30 June 2020 (€ 3,432 thousand at 31 December 2019) are detailed as follows:

€ '000s 31/12/2019 Allocations Uses Releases 30/06/2020
Provision for pensions 1,103 84 -15 1,173
Other non-current provisions 1,909 210 -48 2,072
Non-current provisions 3,013 294 -63 0 3,244
Provision for disputes with employees 417 -15 401
Other current provisions 3 150 153
Current provisions 420 150 -15 0 554
Provisions 3,432 444 -78 0 3,799

The Provision for pensionsrelates to the provision of the supplementary indemnity due to agents, in the cases provided by law, 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 under service costs.

Other current and non-current provisions include allocations for disputes with customers, agents and authorities, where the risk of losing is considered probable.

The provision for disputes with employees includes allocations for disputes with current employees or with employees whose contracts were terminated at 30 June 2020. The amounts allocated for disputes with employees, net of releases, are recognised by nature under personnel costs.

Other information

In May 2019, the subsidiary Visura S.p.A. was subject to a personal data breach following which the Personal Data Protection Authority initiated an investigation of InfoCert S.p.A. requesting information and inspection operations to be carried out at the Company's office. It should not be excluded that these activities could lead to the opening of a sanctioning procedure by the Personal Data Protection Authority. At the reporting date, it is not possible to anticipate with certainty if a sanction will be imposed, and in that case, to provide an accurate estimate thereof.

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, Tinexta S.p.A. notes the groundlessness of the arguments supporting the claims made. To that end, the appropriate judicial initiatives are underway.

29. EMPLOYEE BENEFITS

Employee benefits, amounting to € 12,792 thousand at 30 June 2020 (€ 12,449 thousand at 31 December 2019) are detailed as follows:

€ '000s 30/06/2020 31/12/2019 Change
Employee severance indemnity 12,123 11,813 310
Other non-current employee benefits 98 65 33
Non-current employee benefits 12,221 11,878 343
Other current employee benefits 571 571 0
Current employee benefits 571 571 0
Employee benefits 12,792 12,449 343

The item Other employee benefits at 30 June 2020 includes the provision relating to a long-term incentive program for the management of InfoCert S.p.A., expected to be paid in 2020 (€ 571 thousand) and in 2021 (€ 98 thousand).

30. FINANCIAL LIABILITIES, EXCLUDING DERIVATIVE FINANCIAL 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 derivative financial instruments, and is broken down as follows:

€ '000s 30/06/2020 31/12/2019 Change
Current portion of bank loans 17,835 23,752 -5,917
Non-current portion of bank loans 99,428 90,552 8,876
Other current bank payables 284 2,952 -2,668
Liabilities for the purchase of minority interests, current 14,839 17,950 -3,111
Liabilities for the purchase of minority interests, non-current 2,098 0 2,098
Liabilities for current contingent consideration 345 7,741 -7,396
Current price deferment liabilities 2,725 2,830 -105
Non-current price deferment liabilities 2,867 5,388 -2,521
Liabilities for the purchase of current leased assets 4,008 3,898 110
Liabilities for the purchase of non-current leased assets 9,205 11,098 -1,892
Current payables to other lenders 3,055 2,879 177
Non-current payables to other lenders 4 1 3
Current financial liabilities 43,091 62,001 -18,910
of which vs. related parties 584 578 6
Non-current financial liabilities 113,601 107,039 6,562
of which vs. related parties 1,167 1,458 -290
Total 156,692 169,040 -12,348

The expiry of Non-current financial liabilities is expected within 5 years from the date of the Financial Statements in the amount of € 7,692 thousand, of which € 6,502 thousand for bank loans and € 1,190

thousand for lease liabilities. The financial liabilities recognised in the Financial Statements at 30 June 2020 are summarised below, broken down according to their contractually envisaged due date:

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 at
30/06/2020
Bank loans 17,835 22,604 23,119 20,537 26,666 6,502 117,262
Other current bank payables 284 284
Liabilities for the purchase of minority interests 14,839 1,004 1,094 16,937
Liabilities for contingent consideration 345 345
Price deferment liabilities 2,725 1,230 1,247 243 147 0 5,592
Liabilities to Controlling Shareholder for loans 0 0
Lease liabilities 4,008 3,317 2,070 1,494 1,134 1,190 13,213
Liabilities to other lenders 3,055 4 3,059
Total financial liabilities 43,091 28,158 27,530 22,275 27,947 7,692 156,692

Bank loans

Breakdown of the Bank loans at 30 June 2020 showing the current and non-current portions of their book value, including the effects of measurement at amortised cost.

Bank loans
€ '000s
Counterparty Current rate Maturity
date
Nominal
amount
Book value Current
portion
Non-current
portion
UBI loan UBI Banca 6-month Euribor1 + spread 1.20% 28/05/2023 10,000 9,839 -68 9,907
BPS loan Banca Popolare di Sondrio 6-month¹ Euribor + spread 1.25%² 31/12/2023 7,000 6,943 1,974 4,969
Credem loan Credem 6-month Euribor + spread 1.20% 30/01/2024 3,607 3,595 988 2,607
CA line C loan Crédit Agricole 6-month Euribor + spread 1.50%² 31/12/2024 13,500 13,380 2,955 10,425
CA line A loan Crédit Agricole 6-month Euribor + spread 1.10%² 30/06/2025 31,000 29,691 4,682 25,009
ISP Group loan Intesa Sanpaolo Group 6-month Euribor + spread 1.40% 31/12/2025 46,576 45,912 7,013 38,898
BNL loan BNL 6-month Euribor + spread 1.45% 31/12/2025 8,000 7,765 153 7,612
Other minor loans 138 137 137 0
117,262 17,835 99,428

¹ Floor at 0 on 6-month Euribor

² Spread subject to change on the contractually defined NFP/EBITDA parameter

The Crédit Agricole Line A financing was signed on 18 June 2020 with a pool of banks, with Crédit Agricole Italia S.p.A. as the mandated lead arranger, to renegotiate the previous Crédit Agricole Line A and Crédit Agricole Line B financings (in turn renegotiated in 2017 with the same counterparties) due to mature on 30 June 2023. The new Line A for a total of € 31 million (replacing the previous line for € 30,625 thousand, therefore with an encashment of € 375 thousand net of commissions at the renegotiation date) matures on 30 June 2025, envisages principal repayments in deferred semi-annual instalments from 31 December 2020 and interest at the floating 6-month Euribor rate plus a 110 bps margin. The margin applied is updated annually on the basis of the contractually defined NFP/EBITDA ratio as follows: NFP/EBITDA > 1.75 Margin 110 bps; NFP/EBITDA ≤ 1.75 Margin 105 bps. For IFRS 9 purposes, the transaction qualifies as a renegotiation without accounting derecognition of the financial liability and generated income recognised under Financial income of € 588 thousand.

The financing agreement signed on 18 June 2020 envisages an additional credit facility (Crédit Agricole Line B) for € 10 million, usable in one or more tranches by 31 December 2020 (unused at 30 June 2020). The main terms of the new line are: maturity on 30 June 2025, repayment of principal in deferred semi-annual instalments and interest settled at the floating 6-month Euribor rate plus a margin of 110 bps; the applicable margin is updated every six months based on the ratio of NFP (i.e. Net Financial Position) to EBITDA, defined contractually, as follows: NFP/EBITDA > 1.75 Margin 110 bps; NFP/EBITDA ≤ 1.75 Margin 105 bps.

The Crédit Agricole Line C financing was disbursed for € 15 million on 28 June 2019 million to meet the financial commitment deriving from the repayment of the financing extended by the Controlling Shareholder Tecno Holding S.p.A. The main terms of the contract are as follows: maturity on 31 December 2024, repayment of equal semi-annual instalments of principal with a first pre-amortisation period (until 31 December 2019) and interest settled at the floating 6-month Euribor rate plus a margin of 135 bps; the applicable margin is updated every six months based on the ratio of NFP to EBITDA, defined contractually, as follows: NFP/EBITDA > 2 Margin 150 bps; NFP/EBITDA ≤ of 2 and > 1.5 Margin 135 bps; NFP/EBITDA ≤ 1.5 Margin 120 bps.

On the Crédit Agricole financings the Company is committed, for each reference half-year, to respect the following limits: maximum NFP/EBITDA ratio threshold of 3.5 and NFP/Shareholders' Equity ratio of 2.0. At 30 June 2020, these parameters were respected.

The Intesa Sanpaolo Group financing available on demand for a total of € 50 million was fully drawn down at 30 June 2020 in order to support the planned investments for the acquisition of the minority stakes in subsidiaries based on the Put options exercised in 2019, as well as to meet the financial commitment deriving from settlement in June 2019 of the financing extended by the Controlling Shareholder Tecno Holding S.p.A. The financing carries interest at the 6-month Euribor rate plus 140 bps. Starting from 31 December 2019 and for each reference half-year period, the Group has committed to respecting the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity lower than 2.0. Principal will be repaid in increasing half-yearly instalments starting from 30 June 2020, maturing on 31 December 2025, and interest will be paid on a half-yearly basis starting from 31 December 2019.

The UBI financing signed on 28 May 2020 to renegotiate the financing obtained on 30 November 2017, originally for € 10 million with the same counterparty. The new line for a total of € 10 million (replacing the previous line for € 7,778 thousand, therefore collecting € 2,222 thousand in principal at the renegotiation date) matures on 28 May 2023, envisages principal repayments in deferred semi-annual instalments from 28 November 2021 and interest at the floating 6-month Euribor rate, with zero floor, plus a 120 bps margin. The interest is payable semi-annually from 28 November 2020. For IFRS 9 purposes, the transaction qualifies as a renegotiation without accounting derecognition of the financial liability and generated income recognised under financial income of € 122 thousand. Starting from 31 December 2020 and for each reference half-year period, the Group has committed to respecting the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity lower than 2.0. At 30 June 2020, these parameters were respected.

BPS financing for an original amount of € 10 million to support the acquisition of Lux Trust S.A. The financing was disbursed on 27 November 2018 at the 6-month Euribor rate, with zero floor, plus 140 bps and requires repayment of principal in equal half-yearly instalments starting from 30 June 2019 and maturing on 31 December 2023, with interest paid on a half-yearly basis starting from 30 June 2019. The applicable margin is updated every six months based on the ratio of NFP to EBITDA, defined contractually, as follows: NFP/EBITDA ≥ 3 Margin 165 bps; NFP/EBITDA < 3 and ≥ 2 Margin 140 bps; NFP/EBITDA < 2 Margin 125 bps. Starting from 31 December 2018 and for each reference half-year period, the Group has committed to respecting the following financial limits on consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity lower than 2.0. At 30 June 2020, these parameters were respected. Based on the parameters indicated previously, the margin actually paid is 125 bps.

The BNL financing for a total of € 20 million, usable on demand by 20 December 2020, for which Tinexta S.p.A. signed the agreement on 20 December 2019. At 30 June 2020, € 8 million of the financing had been used to fund payment of the contingent consideration to the selling shareholders of Warrant Hub at that same date. The rate applied is the 6-month Euribor plus 145 bps and requires repayment of principal in increasing semi-annual instalments starting from 30 June 2021 and maturing on 31 December 2025, with interest paid semi-annually starting from 31 December 2020. Starting from 31 December 2018 and for each reference half-year period, the Group has committed to respecting the following financial limits on consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity lower than 2.0. At 30 June 2020, these parameters were respected.

Credem financing for an original amount of € 5 million to support the acquisition of Lux Trust S.A. The financing was disbursed on 29 January 2019 at the 6-month Euribor plus 120 bps and requires repayment of principal in increasing half-yearly instalments starting from 28 February 2019 and maturing on 30 January 2024, with interest paid on a monthly basis starting from 28 February 2019.

Changes in Bank loans is provided for a better understanding of cash flows recognised under Financing activities in the Statement of Cash Flows:

Amounts in Euro 31/12/2019 Disbursements Principal
payments
Interest
paid
Accrued
interest
Other no
cash flow
changes
30/06/2020
Bank loans 114,304 10,035 -6,718 -689 1,040 -710 117,262

The disbursements for the period refer to the BNL, UBI and Crédit Agricole Lines A and B financings, net of transaction costs incurred for disbursement.

Other non-cash flow changes indicate the income deriving from renegotiations concluded in the period.

Other current bank payables

Other current bank payables amounted to € 284 thousand at 30 June 2020 (€ 2,952 thousand at 31 December 2019) and are composed primarily of bank current account overdrafts.

Liabilities for the purchase of minority interests

The item Liabilities for the purchase of minority interests includes the liabilities for put options granted by the Group to the non-controlling shareholders of Warrant Hub S.p.A. (9.75%), Sixtema S.p.A. (20%) and PrivacyLab S.r.l. (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. At 30 June 2020, the discount rate used was equal to WACC used for the purposes of the impairment test of the goodwill resulting from purchase of the equity investments in question (7.35%).

30/06/2020 31/12/2019
€ '000s 30/06/2020 Current Non
current
31/12/2019 Current Non
current
Change
Warrant Hub Put Options 14,839 14,839 14,125 14,125 714
Sixtema Put Options 1,094 1,094 1,554 1,554 -460
PrivacyLab Put Options 1,004 1,004 0 1,004
RE Valuta Put Options 0 2,271 2,271 -2,271
Total liabilities for the purchase of minority
interests
16,937 14,839 2,098 17,950 17,950 0 -1,013

During the first half, the option rights were exercised by minority shareholders for 11.875% of RE Valuta S.p.A. share capital, in accordance with the originally envisaged contractual terms. Tinexta therefore holds

95% of RE Valuta S.p.A. share capital. The purchase price for the aforementioned participation was € 2,393 thousand plus accessory charges.

Also in the first half of the year, the Put & Call option contracts were renegotiated with the minority shareholders of 20% of Sixtema S.p.A. The option can be exercised in 2023 after approval of the 2022 Financial Statements, at a variable price linked to changes in the revenues of Sixtema S.p.A. in the period 2020-2022 with respect to a specific group of customers, compared to the revenues achieved in the same category in 2019.

Liabilities for contingent consideration

Liabilities for contingent consideration linked to acquisitions were determined at the present value of the amount to be paid at the contractual expiries, if the payment is envisaged more than 12 months after initial recognition.

€ '000s 30/06/2020 31/12/2019
30/06/2020 Current Non-current 31/12/2019 Current Non-current Change
PrivacyLab contingent consideration 345 345 0 345
Warrant Hub contingent consideration 0 7,741 7,741 -7,741
Total liabilities for contingent consideration 345 345 0 7,741 7,741 0 -7,396

Changes in contingent consideration are recognised in the Income Statement under Financial income (charges).

Also note the payment, during the period, to the selling shareholders of Warrant Hub of the contingent consideration totalling € 7,581 thousand.

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., Warrant Hub S.p.A., Comas S.r.l., Promozioni Servizi S.r.l. and Eurofidi for the sale of the business unit.

Changes in Price deferment liabilities are illustrated to provide a better understanding of cash flows recognised under financing activities in the Statement of Cash Flows:

Amounts in Euro 31/12/2019 Principal
payments
Interest paid Accrued
interest
30/06/2020
Price deferment liabilities 8,218 -2,548 -140 61 5,592

Lease liabilities

Lease liabilitiesincludes the present value of payments due on the leases falling under the application of IFRS 16, adopted by the Group starting from 1 January 2019.

Changes in Lease liabilities are illustrated to provide a better understanding of cash flows recognised under financing activities in the Statement of Cash Flows:

Amounts in Euro 31/12/2019 New
leases
Principal
payments
Interest
paid
Accrued
interest
Change in
scope
Other no
cash flow
changes
30/06/2020
Lease liabilities 14,996 752 -1,891 -161 152 48 -682 13,213

Other non-cash flow changesinclude adjustments to lease liabilities for changes in lease payments (e.g. ISTAT adjustments), extensions and early terminations.

Liabilities to other lenders

Liabilities to other lenders amounted to € 3,059 thousand (€ 2,880 thousand at 31 December 2019). The item includes € 2,576 thousand in prepaid amounts from customers to purchase stamp duties and fees not yet used at 30 June 2020 (€ 1,792 thousand at 31 December 2019) and € 465 thousand in payables to customers for amounts recovered to be returned as part of credit recovery activities of the Credit Information & Management segment (€ 515 thousand at 31 December 2019). Note the cancellation of the liabilities of Warrant Hub in relation to the cash collected for projects and initiatives approved by the European Commission and to be paid to the partner companies in such projects and initiatives (€ 565 thousand at 31 December 2019).

31. TRADE AND OTHER CURRENT PAYABLES

The item Trade and other current payables totalled € 51,433 thousand (€ 54,953 thousand at 31 December 2019) and can be detailed as follows:

€ '000s 30/06/2020 31/12/2019 Change
Payables to suppliers 27,366 32,553 -5,188
Payables to Controlling Shareholder 212 130 82
Payables to associated companies 81 45 37
Due to social security institutions 5,296 5,981 -684
VAT liability 6,848 3,398 3,449
Payable for withholding taxes to be paid 2,307 2,423 -116
Payables to employees 8,901 10,048 -1,147
Due to others 421 375 47
Trade and other current payables 51,433 54,953 -3,521
of which vs. related parties 293 205 88

The item Payables to employees includes payables for wages to be paid, pay in lieu of vacation, expense reports to be reimbursed and bonuses to be paid.

32. CONTRACT LIABILITIES

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 includes deferred trade income, advances and thus prepaid trade amounts, the gross amount due to customers for project work and the value of options (material rights) which allow the customer to acquire additional goods or services free of charge or with a discount. This item was equal to € 53,474 thousand at 30 June 2020 (of which € 194 thousand due to related parties), and can be broken down as follows:

€ '000s 31/12/2019 Decreases in
revenues 1st
Half 2020
Increases Reclassifications Change
in scope
30/06/2020
Non-current contract liabilities 8,180 0 3,480 -2,434 0 9,226
Current contract liabilities 37,722 -24,670 28,173 2,434 589 44,247
Contract liabilities 45,902 -24,670 31,652 0 589 53,474

33. DEFERRED INCOME

The item Deferred income totalled € 1,270 thousand (€ 1,818 thousand at 31 December 2019) and primarily includes deferrals for government grants.

Information on the Comprehensive Income Statement

Compared to the First Half 2019, consolidated economic data in First Half 2020 include the balances for the first half of PrivacyLab (Innovation & Marketing Services segment) which was consolidated from 1 January 2020.

The cumulative effect of these updates on changes with respect to the previous year is specified in the notes below as a change in the scope of consolidation.

34. REVENUES

In First Half 2020, Revenues totalled € 123,817 thousand (€ 126,592 thousand in First Half 2019). Revenues decreased compared to the same period last year by -2.2%, of which -2.7% attributable to workforce downsizing and +0.5% due to the change in the scope of consolidation.

six-month period closed at 30 June
€ '000s 2020 2019 Change
Revenues from sales and services 122,445 125,370 -2,925
Other revenues and income 1,372 1,221 151
Revenues 123,817 126,592 -2,774
of which vs. related parties 78 20 58
of which non-recurring 74 0 74

Breakdown of revenues by business segment:

€ '000s
Six-month period closed at
Digital Trust Credit Information &
Management
Innovation &
Marketing Services
Other sectors
(Holding costs)
Total
30 June
2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Segment revenues 55,433 51,949 35,273 38,068 33,700 36,961 1,060 556 125,466 127,535
Intra-segment revenues 337 204 236 156 15 27 1,060 556 1,648 943
Revenues from third
parties
55,096 51,745 35,037 37,912 33,685 36,935 0 0 123,817 126,592

Revenues from sales and services

This item includes Revenues from contracts with customers. A summary table providing the breakdown of revenues from sales and services recognised during the year by business segment, geographic area and type of product or service follows:

1st Half 2020 1st Half 2019
€ '000s Digital
Trust
Credit
Information &
Management
Innovation &
Marketing
Services
Total Digital
Trust
Credit
Information &
Management
Innovation &
Marketing
Services
Total
Italy 51,074 34,880 32,424 118,379 48,427 37,633 35,647 121,707
EU 3,144 41 507 3,693 2,637 86 604 3,327
Non-EU 281 69 24 374 229 102 5 336
Total by geographical area 54,499 34,990 32,956 122,445 51,293 37,821 36,256 125,370
Digital Trust products 25,837 25,837 24,666 24,666
Digital Trust solutions 15,947 15,947 12,935 12,935
Data distribution platforms, software and electronic services 12,715 12,715 13,692 13,692
Business information and credit recovery 24,065 24,065 23,587 23,587
Real estate information and real estate appraisal services 10,925 10,925 14,234 14,234
Marketing consulting 6,241 6,241 9,345 9,345
Innovation consulting 19,601 19,601 23,168 23,168
Other innovation services 7,114 7,114 3,742 3,742
Total by type of product/service 54,499 34,990 32,955 122,445 51,293 37,821 36,256 125,370

Other revenues and income

six-month period closed at 30 June
€ '000s 2020 2019 Change
Government grants 1,043 1,000 43
Capital gains on the sale of assets 46 1 45
Rental income on investment property 23 16 7
Other 260 204 55
Other revenues and income 1,372 1,221 151
of which non-recurring 74 0 74

Other revenues and income amounted to € 1,372 thousand (€ 1,221 thousand in First Half 2019). During the first half, Non-recurring revenues were recorded for € 74 thousand, relating to insurance indemnities on nonrecurring costs recognised in previous years.

35. COSTS OF RAW MATERIALS

Costs of raw materials in First Half 2020 amounted to € 4,515 thousand (€ 3,415 thousand in First Half 2019) and refer almost entirely to the Digital Trust Business Unit, mainly including the amounts relating to the purchase of IT products intended for resale to customers. Costs of raw materials were up 32.2% compared to the same period of the prior year.

six-month period closed at 30 June
€ '000s 2020 2019 Change
Hardware, software 4,567 3,416 1,152
Change in inventories of raw and ancillary materials, consumables and goods -53 -1 -52
Costs of raw materials 4,515 3,415 1,100

36. SERVICE COSTS

In First Half 2020, Service costs totalled € 39,905 thousand (€ 40,731 thousand in First Half 2019). Service costs decreased by -2.0% compared to the same period last year, of which -2.3% attributable to workforce downsizing and +0.3% to the change in the scope of consolidation.

€ '000s six-month period closed at 30 June
2020 2019 Change
Technical services 16,231 16,077 154
Purchase of access to databases 5,893 7,044 -1,151
Specialist professional services 2,482 1,497 985
Costs for use of third-party assets 2,549 1,979 570
Advertising, marketing and communication 2,202 1,971 231
Help desk services 1,955 1,251 704
Maintenance costs 1,550 1,817 -268
IT structure costs 1,184 366 819
Costs for agent network 1,109 1,540 -431
Consultancy 846 1,424 -579
Network and connectivity costs 840 983 -143
Travel, assignments, and lodging expenses 783 1,899 -1,116
Utilities and telephone costs 632 584 48
Banking costs 462 485 -23
Insurance 330 295 35
Independent auditors' fees for audit and other services 211 215 -4
Statutory auditors' fees 212 199 12
Other service costs 2,101 2,244 -143
Capitalised service costs -1,667 -1,140 -527
Service costs 39,905 40,731 -827
of which vs. related parties 802 502 300
of which non-recurring 526 755 -230

Technical services represent professional and technical services relating to the Group's ordinary operations, which can be potentially insourced and are activated only for technical and organisational reasons or business practice. These include € 8,619 thousand relating to the Digital Trust segment (€ 6,789 thousand in First Half 2019), € 4,706 thousand to the Credit Information & Management segment (€ 5,799 thousand in First Half 2019) and € 2,906 thousand relating to the Innovation & Marketing Services segment (€ 3,489 thousand in First Half 2019).

Specialist professional services include € 507 thousand in non-recurring charges linked to acquisitions of target companies.

Costs for use of third-party assets at 30 June 2020 include € 2,363 thousand in software lease instalments and licences (€ 1,693 thousand in First Half 2019), € 182 thousand in property and vehicle lease instalments for which the lease term is less than 12 months, and € 3 thousand in instalments on low value assets.

37. PERSONNEL COSTS

Personnel costs totalled € 40,239 thousand (€ 44,593 thousand in First Half 2019). Personnel costs decreased by 9.8% compared to the previous year, of which 10.0% attributable to workforce downsizing and +0.3% to the change in the scope of consolidation.

six-month period closed at 30 June
€ '000s 2020 2019 Change
Wages and salaries 27,680 28,043 -364
Social security contributions 8,468 8,361 108
Employee severance indemnity 1,748 1,804 -55
Retirement incentives 170 523 -353
Provisions for stock options 39 3,293 -3,255
Other personnel costs 1,284 1,498 -214
Capitalised personnel costs -1,651 -1,394 -257
Directors' fees 2,232 2,130 101
Ongoing partnerships 270 334 -64
Personnel costs 40,239 44,593 -4,354
of which non-recurring 0 239 -239

Table indicating the number of employees at 30 June 2020 and the average number of employees in First Half 2020 compared with the figure for First Half 2019:

Number of employees 30/06/2020 Average number in six-month period closed at 30 June
2020 2019
Senior Management 42 42 35
Middle Management 183 176 173
Employees 1,114 1,090 1,074
Total 1,339 1,308 1,282

Despite the increase in the average number of employees compared to the first half of the previous year, Personnel costs reduced primarily because of the significant decrease in stock option costs for € -3,255 thousand. Costs for First Half 2020 refer to the 2020-2022 Stock Option Plan. In the same period of the previous year, the costs instead referred to the Virtual Stock Option Plan concluded in 2019. The decrease in Personnel costs was also affected by the higher use of leave (for around € 600 thousand compared to the same period in the previous year) and, in part, by the recourse to social shock absorbers in response to restrictions imposed by the COVID-19 pandemic (with a benefit of approximately € 600 thousand).

Capitalised personnel costs refer for € 680 thousand to Capitalised costs for fulfilling contract obligations incurred by Digital Trust in order to implement "ad hoc" customer platforms offering use of a series of services over more than twelve months, and for costs sustained for the provision of consulting services, primarily relating to innovation consulting in Innovation & Marketing Services, for which the relative revenue has not yet been recognised. The additional capitalised costs refer to software development activities, in particular in Digital Trust.

Information on the 2020-2022 Stock Option Plan

On 23 June 2020, after obtaining the opinion of the Remuneration Committee, the Board of Directors resolved to allocate options to implement the long-term incentive scheme known as the "2020-2022 Stock Option Plan" (hereinafter also "Plan"), as approved by the Shareholders' Meeting on 28 April 2020. In particular, among the executive directors, executives with strategic responsibilities and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors has identified 29 beneficiaries to whom a total of 1,670,000 options have been allocated. The options offer the right to purchase and, if appropriate, subscribe Company Shares in the ratio of 1 Share for every 1 option exercised. The Plan envisages only one option allocation cycle with a vesting period of 36 months from the date the options are allocated to beneficiaries. Exercise of the options is subordinated to achieving EBITDA in the financial statements at 31 December 2022 of ≥ 80% of the approved budget value. If EBITDA proves to be between ≥ 80% and ≥ 100%, the option vesting will be proportionate. The Vested Options can be exercised at the end of a 36-month Vesting Period starting from the Allocation Date. The exercise price is established as € 10.97367, based on the arithmetic mean of official prices recorded by the Company's Shares on the MTA market in the half year prior to the option allocation date. Further details of the Plan can be found in the Information Document already disclosed to the public pursuant to Art. 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance") and Art. 84-bis, paragraph 1 of the Issuers' Regulation, in the Corporate Governance/Shareholders' Meeting/2020 section of the Company's web site (www.tinexta.com/assemblea-azionisti-2020), which will be updated in compliance with the provisions of Art. 84-bis, paragraph 5 of the Issuers' Regulation.

In application of IFRS 2, the option rights underlying the Plan were measured at fair value at the time of assignment.

At the allocation date, 23 June 2020, the fair value of each option right was € 3.463892. The fair value of the options assigned was calculated by an independent expert, reflecting the "no arbitrage" and "risk neutral framework" characteristics common to the basic pricing models for options, by means of the calculation parameters indicated below:

  • risk-free rate curve obtained from market IRS rates at the measurement date;
  • expected dividends: 2%;
  • share price volatility: 40%;
  • annual probability of beneficiary exits: 3%.

The accrued cost recognised at 30 June 2020 for the aforementioned plan, under Personnel costs, was € 39 thousand.

38. CONTRACT COSTS

The item Contract costs, introduced following the application of IFRS 15, includes the periodic release of the portion accrued in the year of incremental cost assets capitalised for obtaining or fulfilling the contract (better described in Note 19. Contract cost assets).

six-month period closed at 30 June
€ '000s 2020 2019 Change
Contract obtainment costs 2,428 3,208 -780
Contract fulfilment costs 1,404 983 421
Contract costs 3,831 4,191 -359

39. OTHER OPERATING COSTS

Other operating costs totalled € 915 thousand (€ 1,293 thousand in First Half 2019), of which € 1 thousand with respect to related parties. The item decreased by -29.2% compared to the previous year, of which - 29.9% attributable to workforce downsizing and +0.6% to the change in the scope of consolidation. These costs refer to items of a residual nature, the most significant of which include: sundry taxes and duties (€ 223 thousand) and membership fees, donations and gifts (amounting to € 202 thousand).

40. AMORTISATION AND DEPRECIATION, PROVISIONS AND IMPAIRMENT

Details of depreciation/amortisation, provisions and impairment line items are summarised below:

six-month period closed at 30 June
€ '000s 2020 2019 Change
Depreciation of property, plant and equipment 3,372 3,329 43
of which leased 1,977 1,677 300
Amortisation of intangible assets 7,136 6,392 744
Depreciation of investment property 13 9 4
Amortisation and depreciation 10,521 9,730 791
Provisions 360 132 229
Impairment 1,878 1,158 720

Amortisation and depreciation in First Half 2020 amounted to € 10,521 thousand (€ 9,730 thousand in 2019), of which € 3,372 thousand referring to Property, plant and equipment (€ 1,977 thousand on rights of use), € 7,136 thousand to Iintangible assets, and € 13 thousand to Investment property. For further details regarding the breakdown of amortisation and depreciation, reference is made to Notes 13, 14 and 15.

The nature of Provisions for the period is indicated in Note 28. Provisions.

The Impairment for the period (€ 1,878 thousand) refers entirely to the expected losses on trade receivables (in this regard, please refer to Note 21. Trade and other receivables).

41. NET FINANCIAL INCOME (CHARGES)

Net financial charges totalled € 419 thousand (€ 1,269 thousand in First Half 2019).

€ '000s six-month period closed at 30 June
2020 2019 Change
Financial income 951 226 725
of which non-recurring 710 148 562
Financial charges 1,370 1,494 -124
of which vs. related parties 22 284 -263
Net financial income (charges) -419 -1,269 849

Financial income

six-month period closed at 30 June
€ '000s 2020 2019 Change
Positive adjustment to the fair value of contingent consideration 161 0 161
Exchange gains 42 17 25
Income on financial assets at amortised cost 18 19 -1
Positive adjustment to financial instruments at fair value 13 26 -12
Bank and postal interest 7 3 4
Income on derivatives 0 0 0
Other financial income 710 160 549
Financial income 951 226 725
of which non-recurring 710 148 562

The Positive adjustment to the fair value of contingent consideration reflects the adjustment to the price paid to selling shareholders of Warrant Hub S.p.A. in 2020. Details are provided in Note 30. Financial liabilities.

Income on financial assets at amortised cost includes implicit interest income accrued on the price deferment granted to the purchasers of Creditreform Assicom Ticino S.A., now Creditreform GPA Ticino S.A.

The Positive adjustment to financial instruments at fair value is related to insurance capitalisation contracts, as per Notes 17 and 23.

Other financial income included € 710 thousand for the rescheduling of two financings in the period (for details see Note 30. Financial liabilities).

Financial charges

six-month period closed at 30 June
€ '000s 2020 2019 Change
Interest expenses on bank loans 711 500 211
Amortised cost adjustment on bank loans 329 255 74
Interest expenses on leases 152 190 -38
Charges on hedging derivatives 99 62 36
Interest expenses on payment deferments 62 79 -17
Exchange losses 17 34 -17
Other interest expenses 1 6 -5
Interest expenses to Controlling Shareholder for loans 0 245 -245
Negative adjustment to the fair value of contingent consideration 0 119 -119
Negative adjustment to financial instruments at fair value 0 3 -3
Financial charges 1,370 1,494 -124
of which vs. related parties 22 284 -263

The increase in Interest expenses on bank loans reflected the increase in bank debt compared to the same period of the previous year. The total financial charges for the period attributable to bank loans also included € 329 thousand for charges accrued by applying the effective interest criterion, and € 99 thousand for Charges on hedging derivatives (the ineffective component amounted to € 4 thousand and related to the Time Value component on the options pursuant to Note 25. Derivative financial instruments).

42. INCOME TAXES

Income taxes for First Half 2020, amounting to € 5,334 thousand, can be broken down as follows:

six-month period closed at 30 June
€ '000s 2020 2019 Change
IRES 5,735 5,694 41
IRAP 1,506 1,398 107
Current foreign taxes 26 32 -6
Deferred tax liabilities -970 -1,088 118
Deferred tax assets 415 175 240
Income taxes related to previous years -1,137 -132 -1,005
Income from tax consolidation -241 0 -241
Income taxes 5,334 6,079 -746
of which non-recurring -1,018 -483 -535

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 recognition of business combinations at fair value, as better detailed in Note 18. Deferred tax assets and liabilities.

Non-recurring components include the tax effect on non-recurring components of Profit before tax (amounting to € 128 thousand between IRES and IRAP) as well as Income taxes related to prior years of € 723 thousand, deriving from the elimination of the payment of 2019 IRAP balance as per Italian Law Decree 34/2020 (the "Relaunch Decree"), and the "Patent Box" benefit for 2019 (€ 367 thousand).

Additional information

43. EARNINGS PER SHARE

Basic earnings per Share are calculated by dividing Group net profit for the period by the weighted average number of ordinary shares outstanding during the period, considering purchases and sales of Treasury Shares as share cancellations and issues, respectively.

The earnings (loss) per Share was calculated as follows:

six-month period closed at 30 June
2020
2019
Group Net Profit (thousands of €) 15,785 13,758
Weighted average number of outstanding Ordinary Shares 47,122,535 46,890,120
Basic earnings per Share (€) 0.33 0.29

The diluted earnings per share for 2020 is obtained by dividing Group net profit for the year by the weighted average number of outstanding Shares during the year, adjusted for the dilutive effects of weighted average of Shares based on the period in which they are outstanding. In the outstanding Shares calculation, purchases and sales of Treasury Shares were considered cancellations and issues of Shares, respectively. The categories of potential Ordinary Shares derive from the possible conversion of stock options assigned to Group directors and employees. The average fair value of Shares in the period was used to calculate the average number of potential shares outstanding.

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

six-month period closed at 30 June
2020
Group Net Profit (thousands of €) 15,785 13,758
Diluted weighted average number of Shares 47,127,898 47,106,839
Diluted earnings per Share (€) 0.33 0.29

44. TRANSACTIONS WITH RELATED PARTIES

All transactions with Related Parties are part of normal business operations and are regulated at normal market conditions.

The following table summarises all equity balances and the impact on related items of the Statement of Financial Position at 30 June 2020, with comparative figures at 31 December 2019:

30/06/2020
€ '000s Non-current
financial
assets
Current
financial
assets
Current tax
assets
Trade and
other current
receivables
Non-current
financial
liabilities
Non-current
contract liabilities
Current financial
liabilities
Trade and other
current payables
Current contract
liabilities
Controlling Shareholder 6 20 367 70 212
Associated companies 99 34 81 160
Other Related Parties 12 27 800 514
Total related parties 0 12 6 146 1,167 34 584 293 160
Total financial statement
item
1,181 6,617 251 88,330 113,601 9,226 43,091 51,433 44,247
% Incidence on Total 0.0% 0.2% 2.3% 0.2% 1.0% 0.4% 1.4% 0.6% 0.4%
31/12/2019
€ '000s Non-current
financial
assets
Current
financial
assets
Current tax
assets
Trade and
other current
receivables
Non-current
financial
liabilities
Non-current
contract liabilities
Current financial
liabilities
Trade and other
current payables
Current contract
liabilities
Controlling Shareholder 8 322 20 399 69 130
Associated companies 247 81 45 123
Other Related Parties 1058 509 30
Total related parties 8 0 322 267 1,458 81 578 205 123
Total financial statement
item
1,149 6,593 756 89,775 107,039 8,180 62,001 54,953 37,722
% Incidence on Total 0.7% 0.0% 42.7% 0.3% 1.4% 1.0% 0.9% 0.4% 0.3%

Financial liabilities include the property lease payable due to the Controlling Shareholder Tecno Holding S.p.A. (€ 437 thousand) and other Group related parties (€ 1,314 thousand).

The table below summarises all economic transactions and the incidence on the associated items of the Income Statement in First Half 2020 and the relative comparative balances in First Half 2019:

six-month period closed at 30 June 2020
€ '000s Revenues Service costs Other operating costs Financial charges
Controlling Shareholder 189 6
Associated companies 77 609
Other Related Parties 4 1 15
Total related parties 78 802 1 22
Total financial statement item 123,817 39,905 915 1,370
% Incidence on Total 0.1% 2.0% 0.1% 1.6%
six-month period closed at 30 June 2019

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2020

€ '000s Revenues Service costs Other operating costs Financial charges
Controlling Shareholder 189 252
Associated companies 20 309
Other Related Parties 4 32
Total related parties 20 502 0 284
Total financial statement item 126,592 40,731 1,293 1,494
% Incidence on Total 0.0% 1.2% 0.0% 19.0%

Service costs to the Controlling Shareholder refer mainly to service contracts in place for offices used by the Parent Company and RE Valuta S.p.A., as well as to personnel seconded to the Parent Company. Financial charges to the Controlling Shareholder refer to interest accrued on property lease agreements.

45. NET FINANCIAL INDEBTEDNESS

As required by Consob Communication no. DEM/6064293 of 28 July 2006, the Group's Net financial indebtedness at 30 June 2020 is provided below:

€ '000s 30/06/2020 of which vs.
related parties
31/12/2019 of which vs.
related
parties
A Cash 36,151 33,586
B Cash equivalents 11 14
C Securities held for trading 0 0
D Liquid assets (A+B+C) 36,161 33,600
E Current financial receivables 6,622 6,609
F Current bank debt -284 -2,952
G Current portion of non-current debt -17,835 -23,752
H Other current financial debt -24,989 -584 -35,342 -578
I Current financial debt (F+G+H) -43,108 -62,046
J Net current financial indebtedness (D+E+I) -324 -21,837
K Non-current bank debt -99,428 -90,552
L Bonds issued 0 0
M Other non-current financial debt -14,846 -1,167 -16,749 -1,458
N Non-current financial debt (K+L+M) -114,273 -107,301
O Net financial position (indebtedness) (J+N) -114,597 -129,138

46. KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST HALF

The Treasury Share purchases continued beyond 30 June. At the date of the Board of Directors Meeting (which approved this report, 4 August) the Parent Company holds 857,014 Treasury Shares, equal to 1.815% of the share capital, for a total purchase value of € 10,001 thousand.

On 31 July 2020, Tinexta S.p.A. signed a loan agreement with the Intesa Sanpaolo Group to reschedule a previous loan with a nominal residual value of € 46.6 million, envisaging the disbursement of € 50 million at a lower interest rate and extending the due date from 31 December 2025 to 30 June 2026. The agreement foresees an additional credit facility for € 30 million, usable in one or more tranches by 21 December 2020.

On 3 August 2020, pursuant to the purchase contract signed on 30 November 2017, option rights were exercised on the remaining 9.75% of Warrant Hub S.p.A. share capital, with Tinexta S.p.A. thereby achieving complete ownership of the company. The consideration was set at € 14,839 thousand. The transaction was financed by using € 12 million of the loan concluded with BNL - BNP Paribas Group on 20 December 2019 and from own funds for the remainder.

Certification of the Condensed Interim Consolidated Financial Statements pursuant to Art. 81-ter of Consob Regulation no. 11971 of 14 May 1999 as amended

    1. The undersigned Pier Andrea Chevallard and Nicola Di Liello, as Chief Executive Officer and Manager responsible for the preparation of the corporate accounting documents of Tinexta 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 Interim Consolidated Financial Statements of First Half 2020.
    1. In this regard, it is stated that no material aspects were identified.
    1. 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 Union pursuant to Regulation (EC) 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 Company and of the set of companies included within the scope of 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.

Rome, 4 August 2020

Pier Andrea Chevallard Nicola Di Liello

Chief Executive Officer Manager responsible for the preparation of Corporate Accounting Documents