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Tinexta Interim / Quarterly Report 2021

Nov 10, 2021

4493_ir_2021-11-10_2c42879a-4208-4be8-bd8c-cefaf58fd664.pdf

Interim / Quarterly Report

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INTERIM REPORT ON OPERATIONS AT 30/09/2021

This English version of Tinexta's Interim Report on Operations at 30/09/2021 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 BODIES 1
SUMMARY OF GROUP RESULTS 2
INTERIM REPORT ON OPERATIONS 3
GROUP ACTIVITIES3
KEY EVENTS OF THE PERIOD5
DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS 8
SUMMARY OF RESULTS AT 30 SEPTEMBER 20219
SUMMARY OF RESULTS FOR THE THIRD QUARTER OF 2021 14
FINANCIAL POSITION OF THE GROUP 17
KEY EVENTS SUBSEQUENT TO THE END AT 30 SEPTEMBER 202120
BUSINESS OUTLOOK 22
TREASURY SHARE PURCHASE PROGRAMME22
2020-2022 STOCK OPTION PLAN23
2021-2023 STOCK OPTION PLAN23
MAIN RISKS AND UNCERTAINTIES24
TRANSACTIONS WITH RELATED PARTIES 24
INTERIM REPORT PREPARATION CRITERIA 24
FINANCIAL STATEMENTS27
Consolidated Financial Statements28
Declaration of the manager responsible for the preparation of the Company's accounting documents pursuant
to the provisions of Article 154-bis, paragraph 2 of Italian Legislative Decree 58/1998 (Consolidated Finance Act)

COMPANY DATA and COMPOSITION OF CORPORATE 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

Institutional website www.tinexta.com

Corporate bodies currently in office

Registered and operating headquarters
Piazza Sallustio 9 - 00187 Rome
Operating headquarters
Via Meravigli, 7 – 20123 Milan
Manager responsible for the preparation of the corporate accounting documents
Nicola Di Liello
Independent Auditors
KPMG S.p.A.
Maria Cristina Ramenzoni Alternate Auditor
Anna Maria Mantovani Alternate Auditor
Monica Mannino Standing Auditor
Andrea Bignami Standing Auditor
Luca Laurini Chairman
Board of Statutory Auditors
Gianmarco Montanari
Laura Benedetto
Remuneration Committee
Elisa Corghi
Chairman
Caterina Giomi
Paola Generali
Valerio Veronesi Chairman
Related Party Committee
Laura Rovizzi
Riccardo Ranalli
Eugenio Rossetti Chairman
Control, Risks and Sustainability Committee
Gianmarco Montanari Director (independent)
Laura Rovizzi Director (independent)
Paola Generali
Caterina Giomi
Director (independent)
Director (independent)
Elisa Corghi Director (independent)
Valerio Veronesi Director (independent)
Laura Benedetto
Eugenio Rossetti
Director
Director (independent)
Pier Andrea Chevallard Chief Executive Officer
Riccardo Ranalli Deputy Chairman
Enrico Salza Chairman
Board of Directors

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

SUMMARY OF GROUP RESULTS

Summary income statement data
(€ '000)
30/09/2021 30/09/20201 Change Change
%
Revenues 261,558 188,901 72,657 38.5%
Adjusted EBITDA 63,332 56,939 6,393 11.2%
EBITDA 59,616 55,572 4,043 7.3%
Adjusted operating profit 45,724 42,827 2,897 6.8%
Operating profit 38,392 36,980 1,411 3.8%
Adjusted net profit 29,585 28,431 1,154 4.1%
Net profit 28,124 26,251 1,873 7.1%
Free cash flow 44,261 52,556 -8,295 -15.8%
Summary income statement data 3rd quarter
2021
3rd quarter
20202
Change Change
(€ '000) %
Revenues 83,745 65,083 18,661 28.7%
Adjusted EBITDA 21,045 22,036 -992 -4.5%
EBITDA 19,345 21,160 -1,815 -8.6%
Adjusted operating profit 14,653 17,774 -3,121 -17.6%
Operating profit 11,989 15,404 -3,415 -22.2%
Adjusted net profit 9,159 11,764 -2,605 -22.1%
Net profit 7,482 10,315 -2,832 -27.5%
Free cash flow 14,598 23,637 -9,039 -38.2%
Summary financial data
(€ '000)
30/09/2021 31/12/2020 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 228,311 173,881 54,430 31.3%
Total financial indebtedness 191,611 91,882 99,729 108.5%
Summary financial data
(€ '000)
30/09/2021 30/09/20201 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 228,311 162,978 65,333 40.1%
Total financial indebtedness 191,611 93,409 98,201 105.1%

1 The comparative data at 30 September 2020 were re-stated in relation to the completion, in the fourth quarter of 2020, of identification of the fair values of the assets and liabilities of PrivacyLab S.r.l., consolidated on a line-by-line basis from 1 January 2020.

2 The comparative data for the third quarter of 2020 were re-stated in relation to the completion, in the fourth quarter of 2020, of identification of the fair values of the assets and liabilities of PrivacyLab S.r.l., consolidated on a line-by-line basis from 1 January 2020.

INTERIM REPORT ON OPERATIONS

GROUP ACTIVITIES

The Tinexta Group operates in Italy and, to a lesser extent abroad, in a broad range of services: 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 the market IT solutions for the digital identity and dematerialisation of processes in line with applicable regulations (including eIDAS European regulations issued in 2016, EU Regulation 910/2014) and compliance standards of customers and industry. 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 and 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 Italian 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 a 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 in ASP and/or SaaS mode. 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.), offers mainly digital certification services. It has launched the marketing of high value-added InfoCert products to banks and large companies operating on the Spanish market.

Visura S.p.A. is active in the Digital Trust market mainly through the sale of Telematic Trust Solutions and resale services of products such as certified e-mail, ature and electronic invoicing. It offers also IT products and services to professional associations such as telematic certificates, Quadra (electronic filing of documents and management of civil proceedings), electronic filing of practices and financial statements, and CAF Facile (the filing of 730 tax returns and ISEE). It manages around 450 thousand customer records including professionals, professional firms, public administrations, professional associations and companies.

  1. On 12 October 2020 Tinexta announced the creation of the Cybersecurity BU to assist private and public customers in digital transformation processes with the best technologies and protocols for digital security and identity. Tinexta signed binding agreements for the acquisition of the majority of the share capital of three major Italian companies: the company containing the Projects and Solutions - IT and R&D divisions of Corvallis (acquisition completed on 22 January 2021), Yoroi S.r.l. (acquisition completed on 26 January 2021) and Swascan S.r.l. (acquisition completed on 20 October 2020).

The IT and R&D divisions of Corvallis (now merged into Corvallis S.r.l. together with the 100% stake in Payotik S.r.l.) have a long experience on the market as a provider of high value solutions. The skills developed by Corvallis are essential to create solutions for large projects of financial companies and other sectors. This activity is based on a broad client base, developed on strong relationships and

processes aligned to international best practices. It boasts also a training model based on an "Academy", also thanks to the collaboration with the University of Padua and the University of Milan-Bicocca.

Yoroi S.r.l. (which had incorporated Cybaze and @Mediaservice, before joining Tinexta) provides cutting-edge solutions to companies and organisations that must contain and manage all levels of IT risk, in order to prevent or reduce the damages potentially deriving from a cyber attack. The company has a diversified commercial offer that covers the entire IT security value chain for large companies, with highly specialised technologies and well-known brands such as Cybaze, Emaze, Yoroi and Mediaservice.net. Lastly, Yoroi carries out extensive R&D activities, collaborating with the University of Bologna, La Sapienza University in Rome, and the University of Sannio.

Swascan S.r.l. is an innovative Italian Cybersecurity startup, owner of the Swascan Cloud Security Testing platform and a recognised Cyber Competence Centre. The combination of the "SaaS ready to use" platform and the company's vertical and highly specialised skills make it a point of reference for SMEs for IT security and legislative compliance requirements.

  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. and RE Valuta S.p.A. Innolva S.p.A. (created from the merger of Assicom S.p.A. and Ribes S.p.A. in 2017, and which in 2020 merged by incorporation with Promozioni Servizi S.r.l.) and its subsidiaries Comas S.r.l. and Innolva Relazioni Investigative S.r.l. offer a complete range of information services 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 Driver and Vehicle Licensing Agency and the Registry Office, court certificates, reports on natural and legal persons and other information services. Forvalue S.p.A., acquired in July 2021, offers services and products through a network of partners to support business innovation, growth and the efficiency of management processes.

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 customers.

  1. The Innovation & Marketing Services BU operates in the market through Co.Mark S.p.A. (acquired in 2016) and its subsidiaries and Warrant Hub S.p.A. and its subsidiaries acquired in November 2017. Through a team of TES® (Temporary Export Specialists®), Co.Mark provides value-added services aimed at supporting small and medium-sized companies or networks of companies in their internationalisation, in the search for customers and in creating business opportunities in Italy and 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. On 28 January 2021, Co.Mark S.p.A. completed the acquisition of control of Queryo Advance S.r.l. (Queryo), a Digital Agency founded in 2014, which offers mainly services for the design and management of Digital ADV, SEM (Search Engine Marketing) - SEA (Search Engine Advertising) and SEO (Search Engine Optimization), Social Media Marketing, Remarketing and advanced Web Analytics campaigns, with a distinctly Data Driven and performance-oriented vision.

Warrant Hub and its subsidiaries offer mainly consulting services to companies that invest in productivity and innovation/R&D to obtain subsidised and integrated loans primarily from the Italian 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 2020, operates in the sale of licenses, consulting, training and tools for managing GDPR compliance. On 11 November 2020, Warrant Hub S.p.A. finalised the acquisition of Euroquality SAS, based in Paris, and its affiliate Europroject OOD ("Europroject"), based in Sofia (Bulgaria), consulting companies specialised in supporting their own customers in accessing European funds for innovation.

Structure of the Tinexta Group, including only controlling interests held, at 30 September 2021:

Structure of the Tinexta Group, including only controlling interests held, at the date of this meeting of the Board of Directors:

KEY EVENTS OF THE PERIOD

Key events that occurred in the first nine months of 2021:

  1. On 7 January 2021, Tinexta S.p.A. established a joint-stock company called Tinexta Cyber S.p.A. with sole shareholder and registered office in Rome. The share capital amounts to €1,000,000 divided into 1,000,000 ordinary shares with no nominal value and was fully paid up. In January and February, Tinexta S.p.A. made capital contribution payments totalling €50 million.

    1. On 22 January 2021, following the signing on 12 October 2020, Tinexta S.p.A., through the newly established Tinexta Cyber S.p.A., finalised the acquisition of 70% of the share capital of Corvallis S.r.l. consisting of the Projects and Solutions business unit and the research and development activities of Corvallis S.p.A., and the entire share capital of Payotik S.r.l. The acquisition is part of the project for Tinexta to create a new Italian hub of digital security services, supporting the other businesses of the Group, in particular the digital identity business. The price for the 70% share is €25.0 million, plus total price adjustments, defined and already paid, of €3.4 million. The agreements set forth that the Put & Call option rights relating to the minority interests may be exercised in 2024, after the approval of the 2023 financial statements. As part of Tinexta's new Cybersecurity business unit ("BU"), the skills developed by Corvallis and the size of the division are essential to create advanced solutions and tackle the most complex projects. High skills, highly specialised resources and advanced technologies will make it possible to seize the growing opportunities in the rapidly expanding digital market.
    1. On 26 January 2021, following the signing announced on 12 October 2020, Tinexta S.p.A., through the newly established Tinexta Cyber S.p.A., finalised the acquisition of 60% of the share capital of Yoroi, one of the most advanced players in the Cybersecurity sector with its Cybaze, Emaze and @Mediaservice.net brands. The acquisition is part of the project for Tinexta to create a new Italian hub of digital security services, supporting the other businesses of the Group, in particular the digital identity business. The price for the 60% share is €19.1 million, plus a defined and already paid price adjustment of €0.6 million. The agreements set forth that the Put & Call option rights relating to the minority interests may be exercised in 2024, after the approval of the 2023 financial statements. As part of the new Cybersecurity business unit ("BU") of Tinexta, in addition to the further development of Yoroi's skills in the field of Research & Development, the dedicated team will be responsible for providing cutting-edge responses to companies and organisations that have the need to contain and manage all cyber risks, in order to prevent or reduce the damages potentially deriving from a cyber attack.
    1. On 28 January 2021, Co.Mark S.p.A. finalised the investment in Queryo Advance S.r.l. (Queryo) for a 60% stake in the share capital for an amount of €8.9 million, of which €4.2 million paid at closing and €4.7 million as price adjustment (already paid for €3.7 million). The transaction provided for also a variable price component equal to a maximum of €1.2 million not due on the basis of the final results in 2020. Queryo is a Digital Agency founded in 2014, which offers mainly services for the design and management of Digital ADV, SEM (Search Engine Marketing) - SEA (Search Engine Advertising) and SEO (Search Engine Optimization), Social Media Marketing, Remarketing and advanced Web Analytics campaigns, with a distinctly Data Driven and performance-oriented vision. Co.Mark enters the share capital of Queryo with the aim of extending its offer and supporting the company's development plan over the next few years. The agreements set forth that the Put & Call option rights relating to the minority shares of the share capital may be exercised in 2025, after the approval of the 2024 financial statements.
    1. On 18 February 2021, Tinexta S.p.A. sold the shareholding representing 51% of the share capital of Swascan S.r.l. at a "spot" price of €2,200 thousand to Tinexta Cyber S.p.A.
    1. On April 27, 2021, the Shareholders' Meeting has:
    2. approved the proposed dividend of €12,035,392.98, i.e. €0.26 per share for the 46,289,973 outstanding shares, at the date of the Meeting. The Shareholders' Meeting resolved also to allocate the remainder of the Profit for the year (€13,784,800.20) to Retained Earnings, less 5% to be allocated to the legal reserve, amounting to €1,358,957.54.
    3. set up the number of members of the Board of Directors at 11 for the financial years 2021- 2022-2023, as well as resolving on the remuneration of the Board and confirming the appointment as Chairman of the Board of Directors of Enrico Salza. The newly elected Board of Directors of Tinexta S.p.A. has appointed Pier Andrea Chevallard as Chief Executive Officer and Riccardo Ranalli as Deputy Chairman.

  • appointed the Board of Statutory Auditors, consisting of three standing auditors and two alternate auditors, and determined their remuneration.
  • approved the 2021-2023 Stock Option Plan in favour of executive directors and executives with strategic responsibilities and other management figures of Tinexta and other Tinexta Group companies. The Plan is intended to award the beneficiaries a maximum total amount of 300,000 options that give the right to buy and, if appropriate, possibly subscribe to, ordinary shares of the Company in the ratio of one share for each option exercised.
  • granted the Board of Directors the power to increase the share capital, also in divisible form (in one or more tranches) with or without warrants and also to service the exercise of warrants, no later than 26 April 2026, by a maximum of €100 million including share premium, in compliance with the option right pursuant to Article 2441 of the Italian Civil Code, or also with the exclusion of the option right pursuant to Article 2441, paragraphs 4 and 5, of the Italian Civil Code.
    1. On 16 June 2021, the Deed of Merger by incorporation of Payotik S.r.l. into Corvallis S.r.l. was signed: the actual effects of the merger took place from the last of the registrations, which took place on 21 June 2021. The accounting and tax effects apply retroactively from 1 January 2021.
    1. On 23 June 2021, the Board of Directors of Tinexta S.p.A. resolved to allocate 190,000 options in execution of the stock option-based incentive scheme known as the "2021-2023 Stock Option Plan", as approved by the Shareholders' Meeting on 27 April 2021. Details can be found in the paragraph 2021-2023 Stock Option Plan.
    1. On 2 July 2021, an agreement was signed with the majority shareholder of Camerfirma Colombia S.A.S. for the purchase of a further 26% by A.C. Camerfirma S.A. The company is already 25%-owned by the Tinexta Group (24% through A.C. Camerfirma S.A. and 1% through InfoCert S.p.A.). The agreement is subject to conditions precedent which have not been met at 30 September 2021. With this agreement, the Tinexta Group will come to hold 51% of Camerfirma Colombia, thus acquiring control.
    1. On 21 July 2021, the Tinexta Group completed the closing of the transaction involving the contribution by Intesa Sanpaolo of the 100% stake of Intesa Sanpaolo Forvalue S.p.A. in Innolva S.p.A. – a subsidiary of Tinexta – and the simultaneous subscription of newly issued shares of Innolva, resulting from a reserved capital increase. The amount of the contribution was set at €55 million. As a result of the transaction, Innolva's share capital is therefore 75% held by Tinexta, which retains the majority of corporate governance, and 25% by Intesa Sanpaolo. The transaction aims to establish a single, integrated domestic hub for higher value-added services for SMEs. This is a strategic partnership that strengthens the Tinexta Group's mission to support Italian SMEs in their growth: through Forvalue's widespread network, which boasts a unique, distinctive and top quality positioning, Italian companies will have access to a wide and qualified platform of products and services to support their business. There are Put & Call option rights on the 25% stake of the share capital of Innolva S.p.A. held by Intesa Sanpaolo, conditional on the partnership coming to an end and/or on some results with respect to the plan objectives, and exercisable in two time windows within the two-year period 2025-2026. An earn-out is also envisaged in the event that certain plan objectives are exceeded, ratified with the approval of Forvalue's 2025 financial statements, which will allow Intesa Sanpaolo to increase its equity investment in Innolva up to a further 5% of the share capital.

DEFINITION OF "NON-GAAP" ALTERNATIVE 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 communications.

EBITDA: is calculated as "Net Profit" before "Tax", "Net financial income (charges)", "Quota of profit of equity-accounted investments", "Amortisation and depreciation", "Provisions" and "Impairment", or as "Revenues" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".

Adjusted EBITDA: is calculated as EBITDA before the cost relating to the Stock Option Plans and other longterm incentive plans reserved for the Group's key managers (both recognised under "Personnel costs") and before the non-recurring components.

Operating profit: although the IFRS do not contain a definition of Operating profit, it is presented in the Income statement and the Statement of 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 relating to the Stock Option Plans and other long-term incentive plans reserved for the Group's key managers and before the amortisation of 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 the Stock Option Plans and other long-term incentive plans reserved for the Group's key managers, 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 earnings per share: obtained from the ratio of Adjusted net profit and the weighted average number of ordinary shares outstanding during the period.

Total financial indebtedness (also net financial indebtedness): is calculated in accordance with CONSOB Communication no. 6064293 of 28 July 2006 and in compliance with the Warning Notice No. 5/21 issued by CONSOB on 29 April 2021 with reference to the Guideline ESMA32-382-1138 dated 4 March 2021, by subtracting from "Cash and cash equivalents", "Other current financial assets" and "Current derivative financial instruments receivable", the "Current financial liabilities", "Derivative financial instruments payable" and "Non-current financial liabilities".

Total adjusted financial indebtedness: is calculated by adding to the Total financial indebtednessthe amount of the "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 the difference between the cash flow from operating activities and the cash flow from investments in fixed capital. 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: this is the algebraic sum of:

  • "Property, plant and equipment";
  • "Intangible assets and goodwill";

  • "Investment property";
  • "Equity-accounted investments";
  • "Other investments";
  • "Non-current financial assets".

Net working capital: this is the algebraic sum of:

    • "Inventories";
    • "Trade and other current receivables";
    • "Contract assets";
    • "Contract cost assets";
    • "Current and deferred tax assets";
  • Current and non-current "Trade and other payables";
  • "Contract liabilities and deferred income";
  • "Current and deferred tax liabilities".

Total net working capital and provisions: this is the algebraic sum of:

    • "Net working capital" as determined above;
  • Current and non-current "Provisions";
  • Current and non-current "Employee benefits".

Net invested capital: is the algebraic sum of "Net non-current assets", "Total net working capital and provisions" and "Assets (Liabilities) held for sale".

SUMMARY OF RESULTS AT 30 SEPTEMBER 2021

The Group closed the first nine months of 2021 with Revenues of €261,558 thousand. EBITDA amounted to €59,616 thousand, equal to 22.8% of Revenues. Operating profit and Net profit amounted to €38,392 thousand and €28,124 thousand, respectively, equal to 14.7% and 10.8% of Revenues.

Condensed Consolidated Income
Statement
(€ '000)
30/09
2021
% 30/09
2020 3
% Change % change
Revenues 261,558 100.0% 188,901 100.0% 72,657 38.5%
Adjusted EBITDA 63,332 24.2% 56,939 30.1% 6,393 11.2%
EBITDA 59,616 22.8% 55,572 29.4% 4,043 7.3%
Operating profit 38,392 14.7% 36,980 19.6% 1,411 3.8%
Net profit 28,124 10.8% 26,251 13.9% 1,873 7.1%

Revenues increased by €72,657 thousand compared to the first nine months of 2020 (38.5%), and EBITDA by €4,043 thousand (7.3%), Operating profit was also up by €1,411 thousand (3.8%), and Net profit by €1,873 thousand (7.1%).

The results for the period include contributions from the acquisitions: Corvallis S.r.l., Yoroi S.r.l., Queryo Advance S.r.l. (consolidated from 1 January 2021), Swascan S.r.l. (consolidated from 1 October 2020), Euroquality S.A.S. and Europroject O.O.D. (consolidated from 31 December 2020), Trix S.r.l. (established at the end of December 2020), Tinexta Cyber S.p.A. (established in January 2021) and Forvalue S.p.A. (consolidated from 1 July 2021). The contributions from these companies are shown below as a change in the scope of consolidation.

3 The comparative data for the first nine months of 2020 were re-stated in relation to the completion, in the fourth quarter of 2020, of identification of the fair values of the assets and liabilities of PrivacyLab S.r.l., consolidated on a line-by-line basis from 1 January 2020.

Income Statement, at 30 September 2021, compared with the same period of the previous year:

Consolidated Income Statement
(€ '000)
30/09/2021 % 30/09/2020 % Change % change
Revenues* 261,558 100.0% 188,827 100.0% 72,731 38.5%
Total Operating Costs* 198,226 75.8% 131,888 69.8% 66,338 50.3%
Costs of raw materials 8,469 3.2% 6,602 3.5% 1,867 28.3%
Service costs 81,697 31.2% 58,116 30.8% 23,581 40.6%
Personnel costs 101,041 38.6% 60,473 32.0% 40,568 67.1%
Contract costs 5,506 2.1% 5,361 2.8% 145 2.7%
Other operating costs 1,512 0.6% 1,336 0.7% 176 13.2%
Adjusted EBITDA 63,332 24.2% 56,939 30.2% 6,393 11.2%
Stock Option cost** 1,954 0.7% 482 0.3% 1,472 305.2%
Non-recurring components 1,763 0.7% 885 0.5% 878 99.3%
EBITDA 59,616 22.8% 55,572 29.4% 4,043 7.3%
Amortisation and depreciation 19,219 7.3% 16,101 8.5% 3,118 19.4%
Provisions 1,050 0.4% 426 0.2% 624 146.2%
Impairment 955 0.4% 2,064 1.1% -1,110 -53.8%
Operating Profit 38,392 14.7% 36,980 19.6% 1,411 3.8%
Financial income 124 0.0% 1,340 0.7% -1,216 -90.7%
Financial charges 3,001 1.1% 2,101 1.1% 900 42.8%
Net financial charges 2,877 1.1% 761 0.4% 2,116 278.0%
Profit of equity-accounted investments -240 -0.1% 88 0.0% -329 -371.6%
Profit before tax 35,275 13.5% 36,307 19.2% -1,033 -2.8%
Income taxes 7,151 2.7% 10,057 5.3% -2,906 -28.9%
Net profit 28,124 10.8% 26,251 13.9% 1,873 7.1%
of which minority interests 643 0.2% 280 0.1% 363 129.6%

* Revenues and Operating Costs are stated net of non-recurring components and net of the cost relating to the Stock Option Plans and other longterm incentive plans reserved for the Group's key managers (both recognised under "Personnel costs").

** The Stock Option Cost includes the cost of other long-term incentive plans reserved for the Group's key managers.

Revenues increased from €188,827 thousand in the first nine months of 2020 to €261,558 thousand in the first nine months of 2021, with a growth of €72,731 thousand or 38.5%. The increase in Revenues attributable to the change in the scope of consolidation was 30.9% (€58,287 thousand), while organic growth was 7.6% (€14,444 thousand).

Operating costs increased from €131,888 thousand in the first nine months of 2020 to €198,226 thousand in the first nine months of 2021, with an increase of €66,338 thousand (50.3%). The increase in Operating costs attributable to the change in the scope of consolidation was 37.9% (€50,037 thousand), while the remaining 12.4% is due to organic growth (€16,301 thousand).

Adjusted EBITDA rose from €56,939 thousand in the first nine months of 2020 to €63,332 thousand in the first nine months of 2021, with an increase of €6,393 thousand, or 11.2%. The increase in adjusted EBITDA attributable to the change in the scope of consolidation was 14.5% (€8,250 thousand), while the organic decrease was 3.3% (€1,857 thousand).

EBITDA increased from €55,572 thousand of the first nine months of 2020 to €59,616 thousand of the first nine months of 2021, with an increase of €4,043 thousand or 7.3%. The increase in EBITDA attributable to the change in the scope of consolidation was 5.9% (€7,349 thousand), while the organic decrease was 13.2% (€3,306 thousand),

The item Amortisation and depreciation, impairment and provisions, for €21,224 thousand (€18,592 thousand in the same period in 2020) includes €3,616 thousand in amortisation of Other intangible assets

arising upon allocation of the price paid in Business Combinations (€4,480 thousand in the first nine months of 2020), mainly relating to Warrant Hub, Innolva and Visura. The increase in this item is substantially attributable to amortisation of Intangible assets (+ €1,816 thousand), in particular Databases and Software, and depreciation of Property, plant and equipment (+ €1,302 thousand) partially offset by lower Impairment of trade receivables (- €1,110 thousand). Provisions for risks increased by €624 thousand.

Net financial charges totalled €2,877 thousand in the first nine months of 2021, compared to Net financial charges of €761 thousand in the same period in 2020. The increase in Net financial charges is affected by the non-recurring income recognised in the first nine months of 2020 for the renegotiation of loans amounting to €1,075 thousand. The further increase in financial charges is attributable to the increase in bank debt to support the acquisitions made and to higher costs for adjustment of contingent consideration on acquisitions for €395 thousand.

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €7,151 thousand (€10,057 thousand in the first nine months of 2020). The tax rate was 20.3% (27.7% in the first nine months of 2020) due to a non-recurring tax income of €3,608 thousand arising from the redemption of statutory/fiscal value differentials, as well as from a gain of €820 thousand, deriving from the rebate of the first 2020 IRAP advance recognised by virtue of the extension of the ceiling to the benefit envisaged by Italian Law Decree 41/2021, referred to as "Decreto Sostegni" (Support Decree). The first nine months of 2020 had also benefited from non-recurring tax income of €1,090 thousand.

Net profit for the first nine months of 2021 was €28,124 thousand (of which €643 thousand from minority interests) compared to €26,251 thousand for the first nine months of 2020.

Adjusted Group Results

Adjusted income statement results calculated gross of non-recurring components, of the cost relating to Stock Option Plans, of the amortisation of Other intangible assets emerging at the time of allocation of the price paid in the business combinations and of the adjustment of liabilities for contingent consideration linked to acquisitions, net of the related tax effects. These indicators reflect the Group's economic performance, net of non-recurring factors not strictly related to the activities and management of the "core business".

Adjusted Income Statement
(€ '000)
30/09/2021 % 30/09/2020 % Change % change
Adjusted revenues 261,558 100.0% 188,827 100.0% 72,731 38.5%
Adjusted EBITDA 63,332 24.2% 56,939 30.2% 6,393 11.2%
Adjusted operating profit 45,724 17.5% 42,827 22.7% 2,897 6.8%
Adjusted net profit 29,585 11.3% 28,431 15.1% 1,154 4.1%

Adjusted results show an increase in revenues compared to the first nine months of 2020 of 38.5%, EBITDA of 11.2%, Operating profit of 6.8% and Net profit of 4.1%.

Non-recurring components

Over the course of the first nine months of 2021, Non-recurring operating costs of €1,763 thousand were recognised for acquisitions of target companies.

Non-recurring income taxes includes non-recurring income of €4.629 thousand referring:

  • for €3,608 thousand to the redemption of statutory/fiscal value differentials;
  • for €820 thousand to the rebate of the first advance payment of IRAP 2020 recognised by virtue of the extension of the ceiling to the benefit provided by Italian Decree Law 41/2021 known as "Decreto Sostegni";
  • for €201 thousand to the tax effect on the non-recurring components of the profit before tax.

In the first nine months of 2020, the following was recorded: Non-recurring revenues for €74 thousand, Nonrecurring operating costsfor €959 thousand, Non-recurring financial income for €1,075 thousand and income in Non-recurring taxes for €1,042 thousand.

Stock Option cost

The costs recognised in the period, amounting to €1,521 thousand, refer to the 2020-2022 Stock Option Plan as detailed in paragraph 2020-2022 Stock Option Plan for €1,333 thousand and to the 2021-2023 Stock Option Plan as detailed in the paragraph 2021-2023 Stock Option Plan for €188 thousand.

In the first nine months of the year, costs of €433 thousand related to other long-term incentive plans for the Group's key managers were recorded.

Amortisation of Other intangible assets from Business Combinations

The amortisation of Other intangible assets recognised at the time of the allocation of the price paid in Business Combinations was equal to €3.616 thousand (€4,480 thousand in the same period of the previous year).

Adjustment of the contingent considerations connected to acquisitions

Adjustments of the contingent considerations connected to acquisitions entailed the recognition of Net financial charges for €234 thousand (€161 thousand in Financial income in the same period of the previous year).

Calculation of adjusted economic results EBITDA Operating profit Net profit
(€ '000) 30/09 30/09 30/09 30/09 30/09 30/09
2021 2020 2021 2020 2021 2020
Income statement results reported 59,616 55,572 38,392 36,980 28,124 26,251
Non-recurring revenues 0 -74 0 -74 0 -74
Non-recurring service costs 1,763 959 1,763 959 1,763 959
Stock Option cost 1,954 482 1,954 482 1,954 482
Amortisation of Other intangible assets from business combinations 3,616 4,480 3,616 4,480
Non-recurring financial income 0 -1,075
Adjustment of contingent consideration 234 -161
Tax effect on adjustments -1,678 -1,341
Non-recurring taxes -4,428 -1,090
Adjusted income statement results 63,332 56,939 45,724 42,827 29,585 28,431

Method of calculation of the adjusted economic indicators:

Results by business segment

Condensed Income Statement by % EBITDA % EBITDA % change
business segment 30/09/2021 30/09/2020
30/09/2021
30/09/2020 Change Total Organic Scope of consolidation
Revenues
Digital Trust 93,224 83,124 10,100 12.2% 12.2% 0.0%
Cybersecurity 51,473 0 51,473 n.a. 0.0% n.a.
Credit Information & Management 56,954 55,848 1,106 2.0% -0.6% 2.5%
Innovation & Marketing Services 61,262 50,758 10,503 20.7% 8.7% 12.0%
Other Segments (Parent Company) 1,836 1,599 237 14.8% 14.8% 0.0%
Intra-segment -3,191 -2,429 -763 31.4% 3.3% 28.1%
Total Revenues 261,558 188,901 72,657 38.5% 7.6% 30.9%
EBITDA
Digital Trust 23,055 24.7% 21,899 26.3% 1,156 5.3% 5.3% 0.0%
Cybersecurity 5,062 9.8% 0 n.a. 5,062 n.a. 0.0% n.a.
Credit Information & Management 15,799 27.7% 17,516 31.4% -1,717 -9.8% -10.4% 0.6%
Innovation & Marketing Services 24,254 39.6% 22,918 45.2% 1,336 5.8% -3.7% 9.5%
Other Segments (Parent Company) -8,555 n.a. -6,761 n.a. -1,794 -
26.5%
-26.5% 0.0%
Total EBITDA 59,616 22.8% 55,572 29.4% 4,043 7.3% -5.9% 13.2%

Adjusted income statement results by business segment:

Adjusted condensed Income Statement % EBITDA % EBITDA % change
by business segment 30/09/2021 30/09/2021 30/09/2020 30/09/2020 Change Total Organic Scope of consolidation
Revenues
Digital Trust 93,224 83,050 10,174 12.3% 12.3% 0.0%
Cybersecurity 51,473 0 51,473 n.a. 0.0% n.a.
Credit Information & Management 56,954 55,848 1,106 2.0% -0.6% 2.5%
Innovation & Marketing Services 61,262 50,758 10,503 20.7% 8.7% 12.0%
Other Segments (Parent Company) 1,836 1,599 237 14.8% 14.8% 0.0%
Intra-segment -3,191 -2,429 -763 31.4% 3.3% 28.1%
Total adjusted revenues 261,558 188,827 72,731 38.5% 7.6% 30.9%
EBITDA
Digital Trust 24,223 26.0% 21,992 26.5% 2,230 10.1% 10.1% 0.0%
Cybersecurity 5,818 11.3% 0 n.a. 5,818 n.a. 0.0% n.a.
Credit Information & Management 16,338 28.7% 17,585 31.5% -1,247 -7.1% -8.1% 1.0%
Innovation & Marketing Services 24,986 40.8% 23,592 46.5% 1,394 5.9% -3.6% 9.6%
Other Segments (Parent Company) -8,033 n.a. -6,230 n.a. -1,802 -
28.9%
-28.9% 0.0%
Total adjusted EBITDA 63,332 24.2% 56,939 30.2% 6,393 11.2% -3.3% 14.5%

Digital Trust

Adjusted revenues from the Digital Trust segment amounted to €93.224 thousand. The increase compared to the first nine months of 2020 is equal to 12.3%, in absolute terms to €10,174 thousand. The increase in demand for digital and dematerialisation services continued in the first nine months of 2021, supporting both the growth of standard products such as Certified Electronic Mail (Legalmail) and ature (LegalCert), and an increase in Off the Shelf revenues (Telematic Trust Solutions). The growth of SPID product (Sistema Pubblico di Identità Digitale, Public Digital Identity System) continues. Revenues from Enterprise Solutions also increased, due to both the consolidation of existing projects and new commercial initiatives. The Group continues to develop its digital onboarding offering, which enables it to guarantee its customers remote work continuity with high standards of security and functionality.

Adjusted EBITDA for the segment was €24.223 thousand. The increase compared to the first nine months of 2020 was 10.1%, €2,230 thousand in absolute terms. In percentage terms, the EBITDA margin is 26.0% compared to 26.5% for the first nine months of 2020.

Cybersecurity

Adjusted revenues of the Cybersecurity segment amounted to €51,473 thousand, while adjusted EBITDA was €5,818 thousand. The EBITDA margin was 11,3%. The results achieved by the BU in the first nine months of 2021 are in line with expectations, both in terms of business volume developed and margins. The BU is developing both initiatives related to project activities and to the provision of dedicated services, starting to seize the market opportunities offered in a context of increasing integration among both BU and Group companies.

Credit Information & Management

In the Credit Information & Management segment, adjusted revenues amounted to €56,954 thousand, with an increase of 2.0% compared to the first nine months of 2020, in absolute value €1,106 thousand, 2.5% attributable to the change in scope of consolidation as a result of the consolidation of Forvalue S.p.A. from 1 July 2021 and the organic contraction of 0.6%. The number of cases managed in relation to access to the Central Guarantee Fund remained high during the first nine months of 2021, recording a small contraction compared to the same figure of 2020. At the same time, there was a recovery in estimated real estate services for the main national banking groups and an increase in Business Information activities, which overcame the contraction in 2020 caused by the health emergency.

Adjusted EBITDA decreased by 7.1% compared to the same period of last year to €16,338 thousand. The growth due to the change in the scope of consolidation was 1.0%, while the organic contraction accounted for 8.1%. In percentage terms, the EBITDA margin is 28.7% compared to 31.5% in the first nine months of 2020. The reduction in margins can be attributed to the higher volume of activity in the previous year due to companies' recourse to the Central Guarantee Fund.

Innovation & Marketing Services

Adjusted revenues of the Innovation & Marketing Services segment were €61,262 thousand, an increase of 20.7% compared to the first nine months of 2020, or €10,503 thousand in absolute terms, of which 8.7% to be attributed to the organic growth and for the remaining part by the change in the scope of consolidation (12.0%), due to the consolidation from 1 January 2021 of Euroquality S.A.S., Europroject O.O.D., Queryo Advance S.r.l. and Trix S.r.l. The companies in the BU developed innovative services and products, increasing the business volume generated through an increase in cases managed and the acquisition of new clients, with a resumption of internationalization services, an increase in innovation consultancy services, as well as the launch of activities related to Digital Marketing consulting.

Adjusted EBITDA for the segment was €24.986 thousand. There was a 5.9% increase over the EBITDA for the first nine months of 2020. The growth due to the change in the scope of consolidation was 9.6%, while the organic contraction accounted for 3.6%. In percentage terms, the EBITDA margin is 40.8% compared to 46.5% in the first nine months of 2020. The reduction in margins is attributable to the temporary reduction in tax rates and caps on tax credits.

SUMMARY OF RESULTS FOR THE THIRD QUARTER OF 2021

The Group closed the third quarter of 2021 with revenues of €83,745 thousand. EBITDA amounted to €19,345 thousand, equal to 23.1% of revenues. Operating profit and net profit amounted to €11,989 thousand and €7,482 thousand, respectively, representing 14.3% and 8.9% of revenues.

Condensed Consolidated Income
Statement
(€ '000)
3rd quarter
2021
% 3rd quarter
20204
% Change % change
Revenues 83,745 100.0% 65,083 100.0% 18,661 28.7%
Adjusted EBITDA 21,045 25.1% 22,036 33.9% -992 -4.5%
EBITDA 19,345 23.1% 21,160 32.5% -1,815 -8.6%
Operating profit 11,989 14.3% 15,404 23.7% -3,415 -22.2%
Net profit 7,482 8.9% 10,315 15.8% -2,832 -27.5%

4 The comparative data for the third quarter of 2020 were re-stated in relation to the completion, in the fourth quarter of 2020, of identification of the fair values of the assets and liabilities of PrivacyLab S.r.l., consolidated on a line-by-line basis from 1 January 2020.

Revenues increased by €18,661 thousand or 28.7% compared to the third quarter of 2020, EBITDA decreased by €1,815 thousand or 8.6%, Operating profit by €3,415 thousand or 22.2% and Net profit by €2,832 thousand or 27.5%.

The results for the period include contributions from the acquisitions: Corvallis S.r.l., Yoroi S.r.l., Queryo Advance S.r.l. (consolidated from 1 January 2021), Swascan S.r.l. (consolidated from 1 October 2020), Euroquality S.A.S. and Europroject O.O.D. (consolidated from 31 December 2020), Trix S.r.l. (established at the end of December 2020), Tinexta Cyber S.p.A. (established in January 2021) and Forvalue S.p.A. (consolidated from 1 July 2021). The contributions from these companies are shown below as a change in the scope of consolidation.

Income Statement for the third quarter of 2021 compared with the same period of the previous year:

Consolidated Income Statement
(€ '000)
3rd quarter
2021
% 3rd quarter
2020
% Change % change
Revenues 83,745 100.0% 65,083 100.0% 18,661 28.7%
Total Operating Costs* 62,700 74.9% 43,047 66.1% 19,653 45.7%
Costs of raw materials 2,499 3.0% 2,088 3.2% 411 19.7%
Service costs 26,700 31.9% 18,737 28.8% 7,963 42.5%
Personnel costs 31,491 37.6% 20,272 31.1% 11,219 55.3%
Contract costs 1,456 1.7% 1,529 2.3% -73 -4.8%
Other operating costs 554 0.7% 421 0.6% 133 31.6%
Adjusted EBITDA 21,045 25.1% 22,036 33.9% -992 -4.5%
Stock Option cost** 1,051 1.3% 444 0.7% 608 137.0%
Non-recurring components 648 0.8% 433 0.7% 215 49.7%
EBITDA 19,345 23.1% 21,160 32.5% -1,815 -8.6%
Amortisation and depreciation 6,466 7.7% 5,503 8.5% 963 17.5%
Provisions 606 0.7% 66 0.1% 540 815.5%
Impairment 284 0.3% 187 0.3% 98 52.3%
Operating profit 11,989 14.3% 15,404 23.7% -3,415 -22.2%
Financial income 41 0.0% 389 0.6% -348 -89.4%
Financial charges 1,125 1.3% 731 1.1% 394 53.8%
Net financial charges 1,083 1.3% 342 0.5% 742 217.0%
Profit of equity-accounted investments -60 -0.1% -3 0.0% -57 2031.2%
Profit before tax 10,846 13.0% 15,060 23.1% -4,214 -28.0%
Income taxes 3,363 4.0% 4,745 7.3% -1,382 -29.1%
Net profit 7,482 8.9% 10,315 15.8% -2,832 -27.5%
of which minority interests 362 0.4% 79 0.0% 283 356.4%

* Revenues and Operating Costs are stated net of non-recurring components and net of the cost relating to the Stock Option Plans and other longterm incentive plans reserved for the Group's key managers (both recognised under "Personnel costs").

** The Stock Option Cost includes the cost of other long-term incentive plans reserved for the Group's key managers.

Adjusted Group Results

Adjusted income statement results calculated gross of non-recurring components, of the cost relating to Stock Option Plans, of the amortisation of Other intangible assets emerging at the time of allocation of the price paid in the business combinations and of the adjustment of liabilities for contingent consideration linked to acquisitions, net of the related tax effects. These indicators reflect the Group's economic performance, net of non-recurring factors not strictly related to the activities and management of the "core business".

Adjusted Income Statement
(€ '000)
3rd quarter
2021
% 3rd quarter
2020
% Change % change
Adjusted revenues 83,745 100.0% 65,083 100.0% 18,661 28.7%
Adjusted EBITDA 21,045 25.1% 22,036 33.9% -992 -4.5%
Adjusted operating profit 14,653 17.5% 17,774 27.3% -3,121 -17.6%
Adjusted net profit 9,159 10.9% 11,764 18.1% -2,605 -22.1%

Adjusted results show an increase in revenue compared to the third quarter of 2020 of 28.7%, a decrease in EBITDA of 4.5%, Operating profit of 17.6% and Net profit of 22.1%.

Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results EBITDA Operating profit Net profit
(€ '000) 3rd quarter
2021
3rd quarter
2020
3rd quarter
2021
3rd quarter
2020
3rd quarter
2021
3rd quarter
2020
Income statement results reported 19,345 21,160 11,989 15,404 7,482 10,315
Non-recurring service costs 648 433 648 433 648 433
Stock Option cost 1,051 444 1,051 444 1,051 444
Amortisation of Other intangible assets from business combinations 965 1,493 965 1,493
Non-recurring financial income 0 -365
Adjustment of contingent consideration 214 0
Tax effect on adjustments -991 -556
Non-recurring taxes -211 0
Adjusted income statement results 21,045 22,036 14,653 17,774 9,159 11,764

Results by business segment

% % EBITDA % change
Condensed Income Statement by
business segment
3rd
quarter
2021
EBITDA
3rd
quarter
2021
3rd
quarter
2020
3rd
quarter
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 29,606 27,691 1,916 6.9% 6.9% 0.0%
Cybersecurity 16,850 0 16,850 n.a. 0.0% n.a.
Credit Information & Management 18,248 20,575 -2,327 -11.3% -18.2% 6.9%
Innovation & Marketing Services 19,598 17,058 2,539 14.9% 2.9% 12.0%
Other Segments (Parent Company) 658 540 119 22.0% 22.0% 0.0%
Intra-segment -1,216 -780 -436 55.9% 1.3% 54.6%
Total Revenues 83,745 65,083 18,661 28.7% -1.9% 30.6%
EBITDA
Digital Trust 8,214 27.7% 7,901 28.5% 314 4.0% 4.0% 0.0%
Cybersecurity 1,709 10.1% 0 n.a. 1,709 n.a. 0.0% n.a.
Credit Information & Management 4,845 26.6% 7,361 35.8% -2,516 -34.2% -35.6% 1.5%
Innovation & Marketing Services 7,519 38.4% 8,192 48.0% -672 -8.2% -14.3% 6.1%
Other Segments (Parent Company) -2,943 n.a. -2,293 n.a. -649 -28.3% -28.3% 0.0%
Total EBITDA 19,345 23.1% 21,160 32.5% -1,815 -8.6% -19.5% 10.9%

Adjusted income statement results by business segment:

3rd % EBITDA 3rd % EBITDA % change
Adjusted condensed Income
Statement by business segment
quarter
2021
3rd
quarter
2021
quarter
2020
3rd
quarter
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 29,606 27,691 1,916 6.9% 6.9% 0.0%
Cybersecurity 16,850 0 16,850 n.a. 0.0% n.a.
Credit Information & Management 18,248 20,575 -2,327 -11.3% -18.2% 6.9%
Innovation & Marketing Services 19,598 17,058 2,539 14.9% 2.9% 12.0%
Other Segments (Parent Company) 658 540 119 22.0% 22.0% 0.0%
Intra-segment -1,216 -780 -436 55.9% 1.3% 54.6%
Total adjusted revenues 83,745 65,083 18,661 28.7% -1.9% 30.6%
EBITDA
Digital Trust 8,619 29.1% 8,030 29.0% 589 7.3% 7.3% 0.0%
Cybersecurity 2,331 13.8% 0 n.a. 2,331 n.a. 0.0% n.a.
Credit Information & Management 4,914 26.9% 7,430 36.1% -2,516 -33.9% -36.3% 2.4%
Innovation & Marketing Services 7,853 40.1% 8,640 50.7% -787 -9.1% -14.8% 5.7%
Other Segments (Parent Company) -2,672 n.a. -2,064 n.a. -608 -29.5% -29.5% 0.0%
Total adjusted EBITDA 21,045 25.1% 22,036 33.9% -992 -4.5% -18.1% 13.6%

FINANCIAL POSITION OF THE GROUP

The Group's financial position at 30 September 2021 compared with 31 December 2020 and 30 September 2020:

Comparison at 31 December 2020 Comparison at 30 September 2020
€ '000 30/09
2021
% 31/12
2020
% Δ % Δ 30/09
2020
% Δ % Δ
Intangible assets 68,992 16.4% 70,070 26.4% -1,078 -1.5% 69,276 27.0% -285 -0.4%
Goodwill 375,358 89.4% 215,036 80.9% 160,322 74.6% 199,553 77.8% 175,805 88.1%
Tangible fixed assets 5,864 1.4% 5,977 2.2% -114 -1.9% 5,385 2.1% 479 8.9%
Leased tangible fixed assets 16,311 3.9% 13,736 5.2% 2,574 18.7% 13,798 5.4% 2,513 18.2%
Financial assets 7,595 1.8% 7,148 2.7% 447 6.3% 12,798 5.0% -5,203 -40.7%
Net non-current assets 474,118 112.9% 311,967 117.4% 162,152 52.0% 300,809 117.3% 173,309 57.6%
Inventories 1,236 0.3% 1,154 0.4% 82 7.1% 1,162 0.5% 75 6.4%
Trade receivables 64,327 15.3% 75,829 28.5% -11,502 -15.2% 63,988 25.0% 339 0.5%
Contract assets 19,822 4.7% 9,231 3.5% 10,591 114.7% 8,015 3.1% 11,807 147.3%
Contract cost assets 6,771 1.6% 6,481 2.4% 290 4.5% 6,236 2.4% 535 8.6%
Trade payables -35,917 -8.6% -34,580 -13.0% -1,337 3.9% -26,808 -10.5% -9,109 34.0%
Contract liabilities and deferred income -68,345 -16.3% -59,229 -22.3% -9,116 15.4% -50,516 -19.7% -17,829 35.3%
of which current -53,085 -12.6% -48,264 -18.2% -4,820 10.0% -42,084 -16.4% -11,000 26.1%
of which non-current -15,260 -3.6% -10,965 -4.1% -4,295 39.2% -8,431 -3.3% -6,829 81.0%
Payables to employees -20,452 -4.9% -12,011 -4.5% -8,441 70.3% -11,429 -4.5% -9,023 79.0%
Other receivables 23,739 5.7% 10,797 4.1% 12,942 119.9% 9,401 3.7% 14,339 152.5%
Other payables -17,151 -4.1% -13,658 -5.1% -3,494 25.6% -12,239 -4.8% -4,912 40.1%
Current tax assets (liabilities) -3,277 -0.8% -4,835 -1.8% 1,558 -32.2% -6,588 -2.6% 3,311 -50.3%
Deferred tax assets (liabilities) -1,931 -0.5% -8,238 -3.1% 6,306 -76.6% -9,447 -3.7% 7,516 -79.6%
Net working capital -31,178 -7.4% -29,058 -10.9% -2,120 7.3% -28,226 -11.0% -2,952 10.5%
Employee benefits -18,489 -4.4% -12,923 -4.9% -5,566 43.1% -12,449 -4.9% -6,040 48.5%
Provisions for risks and charges -4,531 -1.1% -4,223 -1.6% -307 7.3% -3,748 -1.5% -783 20.9%
Total NWC and Provisions -54,197 -12.9% -46,204 -17.4% -7,993 17.3% -44,423 -17.3% -9,774 22.0%
Assets (Liabilities) held for sale 0 0.0% 0 0.0% 0 0.0% 0 0.0% 0 0.0%
TOTAL LOANS - NET INVESTED CAPITAL 419,921 100.0% 265,763 100.0% 154,159 58.0% 256,387 100.0% 163,535 63.8%
Shareholders' equity attributable to the
Group
182,022 43.3% 169,834 63.9% 12,188 7.2% 159,279 62.1% 22,743 14.3%
Minority interests 46,289 11.0% 4,047 1.5% 42,241 1043.7% 3,699 1.4% 42,590 1151.4%
Shareholders' equity 228,311 54.4% 173,881 65.4% 54,430 31.3% 162,978 63.6% 65,333 40.1%
Total financial indebtedness 191,611 45.6% 91,882 34.6% 99,729 108.5% 93,409 36.4% 98,201 105.1%
TOTAL SOURCES 419,921 100.0% 265,763 100.0% 154,159 58.0% 256,387 100.0% 163,535 63.8%

Net invested capital grew by €154.2 million compared to 31 December 2020 due to the significant increase of €162.2 million in Net non-current assets, by virtue of the acquisitions in the period, net of the decrease in Net working capital and Provisions for €8.0 million.

Net non-current assets amounted to €474,118 thousand at 30 September 2021, with an increase of €162,152 thousand (52.0%) compared to 31 December 2020 (€311,967 thousand). The change was affected by provisionally allocated goodwill arising from the acquisitions of:

  • Forvalue S.p.A. (€54,286 thousand),
  • Corvallis S.r.l. (€53,849 thousand),
  • Yoroi S.r.l. (€37,193 thousand) and
  • Queryo Advance S.r.l. (€14,904 thousand).

At 30 September 2021, investments in Tangible and intangible assets amounted to €10,641 thousand (€8,851 thousand in the first nine months of 2020), while amortisation and depreciation amounted to €15,071 thousand (€13,120 thousand in the first nine months of 2020).

Net Working Capital went from -€29,058 thousand at 31 December 2020 to -€31,178 thousand at 30 September 2021:

  • Trade receivables and Contract assets decreased by €911 thousand including balances contributed by companies acquired in 2021 of €26,642 thousand.
  • Trade payables increased by €1,337 thousand due to the balances contributed by the companies acquired in 2021, equal to €9,577 thousand.
  • The increase in Contract liabilities and deferred income, equal to €9,116 thousand, is attributable for €9,906 thousand to the balances contributed by the companies acquired in 2021.
  • The increase in Payables to employees, equal to €8,441 thousand, is attributable for €4,365 thousand to the balances contributed by the companies acquired in 2021.

Net working capital at 30 September 2021 would have been -€31,413 thousand with the same scope of consolidation as 2020, therefore excluding the changes in Net Working Capital generated by the consolidation of the companies Tinexta Cyber S.p.A., Corvallis S.r.l., Payotik S.r.l., Yoroi S.r.l., Queryo Advance S.r.l., Swascan S.r.l., Euroquality S.A.S., Europroject O.O.D., Trix S.r.l., Forvalue S.p.A.) compared to -€28,226 thousand at 30 September 2020.

Employee benefits at 30 September 2021 amounted to €18,489 thousand (€12,923 thousand at 31 December 2020) and would have amounted to €13,677 thousand based on the same scope of consolidation of 2020. Provisions for risks and charges at 30 September 2021 amounted to €4,531 thousand and were essentially in line with the value at 31 December 2020 of €4,223 thousand.

Shareholders' equity increased by €54.430 thousand due primarily to the combined effect of:

  • transfer to Innolva S.p.A. of the equity investment Forvalue S.p.A. by Intesa Sanpaolo set at €55,000 thousand. Through this transaction, Intesa Sanpaolo holds 25% of Innolva S.p.A. The benefit on the Group's Shareholders' equity amounts to €12,785 thousand;
  • positive comprehensive income for the period of €28.434 thousand;
  • dividends for €12,573 (of which €118 thousand not distributed) approved and €588 thousand of which distributed by the Group companies to minority interests;
  • adjustment of Put options on minority interests for a total of €11,760 thousand (of which: €6,141 thousand on Corvallis S.r.l., €4,669 thousand on Yoroi S.r.l., €505 thousand on Swascan S.r.l., €338 thousand on Queryo Advance S.r.l. and the remaining €107 thousand on Sixtema S.p.A., PrivacyLab S.r.l., Trix S.r.l.) due to the increase in the expected results of the companies concerned, as well as the revaluation due to the passage of time;
  • treasury shares acquired in the period (254,133, equal to 0.538% of the Share Capital) for a total purchase value of €5,994 thousand (details can be found in the paragraph Treasury share purchase programme);
  • increase of €1.521 thousand in the Stock Option Reserve.

The investments in Net non-current assets of €162,152 thousand, partially offset by the increase in Shareholders' equity of €54,430 thousand and by the cash generated by Net Working Capital and Provisions of €7,993 thousand, resulted in an increase of €99,729 thousand in Total Financial Indebtedness.

Group's total financial Indebtedness

Total financial indebtedness of the Group at 30 September 2021 compared with 31 December 2020 and 30 September 2020:

€ '000 30/09/2021 31/12/2020 Change % 30/09/2020 Change %
A Cash 123,417 92,813 30,605 33.0% 56,556 66,861 118.2%
B Cash equivalents 0 0 0 n.a. 0 0 n.a.
C Other current financial assets 2,933 7,320 -4,387 -59.9% 7,124 -4,191 -58.8%
D Liquidity (A+B+C) 126,350 100,132 26,218 26.2% 63,680 62,670 98.4%
E Current financial debt 10,685 8,106 2,579 31.8% 3,614 7,071 195.6%
F Current portion of non-current financial debt 43,091 32,258 10,832 33.6% 21,610 21,481 99.4%
G Current financial indebtedness (E+F) 53,776 40,365 13,412 33.2% 25,224 28,552 113.2%
H Net current financial indebtedness (G+D) -72,574 -59,768 -12,806 21.4% -38,456 -34,119 88.7%
I Non-current financial debt 264,185 151,650 112,535 74.2% 131,865 132,320 100.3%
J Debt instruments 0 0 0 n.a. 0 0 n.a.
K Non-current trade and other payables 0 0 0 n.a. 0 0 n.a.
L Non-current financial indebtedness (I+J+K) 264,185 151,650 112,535 74.2% 131,865 132,320 100.3%
M Total financial indebtedness (H+L) (*) 191,611 91,882 99,729 108.5% 93,409 98,201 105.1%
N Other non-current financial assets 757 1,246 -488 -39.2% 1,199 -442 -36.8%
O Total adjusted financial indebtedness (M-N) 190,853 90,636 100,217 110.6% 92,210 98,643 107.0%

(*) Total financial indebtedness calculated in accordance with the provisions of CONSOB Communication no. 6064293 of 28 July 2006 and in compliance with the Warning Notice no. 5/21 issued by CONSOB on 29 April 2021 with reference to the Guideline ESMA32-382-1138 dated 4 March 2021.

Total financial indebtedness amounted to €191,611 thousand, with an increase of €99,729 thousand compared to 31 December 2020.

Composition of Total financial indebtedness:

Composition of Total financial indebtedness 30/09/2021 31/12/2020 30/09/2020
€ '000 Balance Incidence Balance Incidence Balance Incidence
Total financial indebtedness -191,611 -91,882 -93,409
Gross financial indebtedness -317,961 100.0% -192,014 100.0% -157,089 100.0%
Bank debt -220,209 69.3% -152,395 79.4% -132,301 84.2%
Payable for acquisition of equity investments -75,871 23.9% -22,226 11.6% -34,134 21.7%
Liabilities related to the purchase of minority interests -69,426 21.8% -12,554 6.5% -18,995 12.1%
Contingent consideration connected to acquisitions -3,646 1.1% -4,135 2.2% -7,956 5.1%
Price extensions granted by sellers -2,799 0.9% -5,537 2.9% -7,182 4.6%
Lease payables -15,403 4.8% -12,870 6.7% -13,992 8.9%
Other financial payables -6,478 2.0% -4,524 2.4% 23,337 -14.9%
Liquidity 126,350 100.0% 100,132 100.0% 63,680 100.0%
Cash and cash equivalents 123,417 97.7% 92,813 92.7% 56,556 88.8%
Other financial assets 2,933 2.3% 7,320 7.3% 7,124 11.2%

Change in Total financial indebtedness at 30 September 2021 compared to 30 September 2020 and the last 12 months at 30 September 2021:

€ '000 30/09/2021 30/09/2020 Last 12 months at 30 September 2021
Net financial indebtedness - opening balance 91,882 129,138 93,409
Free cash flow -44,261 -52,556 -58,413
Net financial (income) charges 2,877 761 3,581
Approved dividends 12,573 2,195 12,573
New leases and adjustments to existing contracts 1,564 711 2,127
Acquisitions 110,140 1,821 132,477
Disposals 0 0 -12,000
Adjustment of put options 11,760 444 12,642
Purchase of treasury shares 5,994 10,001 5,994
OCI derivatives -454 717 -352
Other residual -465 177 -427
Net financial indebtedness - closing balance 191,611 93,409 191,611
  • The Free Cash Flow generated in the first nine months amounted to €44,261 thousand, of which €54,901 thousand in Net cash and cash equivalents generated by operations, excluding €10,641 thousand absorbed by investments in Property, plant and equipment and Intangible assets. Free Cash Flow was down by 15.8% compared to the first nine months of 2020 (€52,556 thousand) mainly due to higher taxes paid (€15,172 thousand at 30 September 2021 compared to €6,505 thousand at 30 September 2020).
  • Approved dividends for €12,573 thousand, of which €11,985 thousand from Tinexta S.p.A. (not distributed for €118 thousand) and €588 thousand from the Group's companies to minority shareholders.
  • New leases and adjustments to existing contracts resulted in a total increase in financial indebtedness of €1,564 thousand;
  • Details of the Acquisitions with their impact on Net financial indebtedness at the date of the respective closing:
Details of NFI impacts for Acquisitions € '000
Corvallis S.r.l. 56,049
Yoroi S.r.l. 38,567
Queryo Advance S.r.l. 15,744
Forvalue S.p.A. -1,330
Investments in equity-accounted shareholdings 1,110
Total 110,140
  • Put option adjustment for €11,760 thousand (of which: €6,141 thousand on Corvallis S.r.l., €4,669 thousand on Yoroi S.r.l., €505 thousand on Swascan S.r.l., €338 thousand on Queryo Advance S.r.l. and the residual €107 thousand on Sixtema S.p.A., PrivacyLab S.r.l., Trix S.r.l.) due to the increase in the expected results of the companies concerned, as well as the revaluation due to the passage of time;
  • At 30 September 2021, the Parent Company Tinexta S.p.A. purchased 254,133 treasury shares (equal to 0.538% of the Share Capital) for a total purchase value of €5,994 thousand (details can be found in the paragraph Treasury share purchase programme).

KEY EVENTS SUBSEQUENT TO THE END AT 30 SEPTEMBER 2021

On 5 October 2021, the Board of Directors of Tinexta S.p.A. resolved to allocate 100,000 options in execution of the stock option-based incentive scheme known as the "2021-2023 Stock Option Plan", as approved by the Shareholders' Meeting on 27 April 2021. Details can be found in the paragraph 2021-2023 Stock Option Plan.

On 14 October 2021, through the subsidiary Warrant Hub S.p.A., the closing was signed for the acquisition of 100% of Financial Consulting Lab S.r.l. and Financial CLab S.r.l. for a total value of €5.2 million. Both companies are based in Brescia. Financial Consulting Lab S.r.l. has a proven and consolidated expertise in the management of Chambers of Commerce and regional calls for tenders for small-sized businesses in the area of Special Subsidised Finance, while Financial CLab specialises in offering innovative digital tools for businesses that want to access public funds autonomously and independently.

On 27 October 2021, Tinexta S.p.A. signed a binding agreement for the Bregal Milestone entry into the share capital of InfoCert with a minority interest. Bregal Milestone is a European private equity fund managing more than €1.1 billion dedicated to investments in the technology sector, and part of Bregal Investments, a global group that has invested more than €15 billion since 2002 and currently has more than €12 billion in assets under management. The strategic and capital strengthening resulting from this transaction will allow InfoCert to accelerate the internationalisation process already started with the acquisition of Camerfirma and, more recently, with the acquisition of CertEurope and Authada. The support of a global partner such as Bregal Milestone, which has specific know-how in the technology sector and an extensive relationship network of companies in Europe, will make it possible to seize the opportunities arising from the consolidation process in the Digital Trust sector, which has seen an acceleration with the entry into force of the eIDAS regulation. The transaction involves an investment by Bregal Milestone of €100 million (of which €70 million at closing and €30 million within the following 12 months) for the subscription of a dedicated share capital increase up to a total stake of 16.09% of the InfoCert's share capital. The agreements also provide for the possibility for Bregal Milestone to further increase this investment – again within 12 months from the closing – up to a maximum percentage of the InfoCert's share capital equal to 19.95%, with a total investment of €130 million. The transaction is based on a valuation of InfoCert equal to a pre-money Enterprise Value of €501 million, calculated on the basis of a multiple equal to 20x LTM adjusted EBITDA of InfoCert and its subsidiaries (pro-rata) plus Adjusted NFP, as booked in June 2021. The transaction is subject to the usual closing conditions, including the Golden Power authorisation received from Bregal Milestone and the adoption of the resolution for the reserved share capital increase and the approval of the new articles of association. The entry of Bregal Milestone in the share capital of InfoCert is also conditional on the closing of the acquisition of CertEurope, expected by the end of the current year. The shares of InfoCert owned by Bregal Milestone and Tinexta will not be transferable for a period of three years from the execution date, unless the transfer takes place in favour of wholly owned subsidiaries. The agreements do not entail put options in favour of Bregal Milestone, but regulate possible exit forms of the fund, which in any case may not be initiated before the third year from closing and which also include capital market transactions, as well as the repurchase of the equity investment by Tinexta. The governance of InfoCert shall remain the expression of the majority shareholder Tinexta S.p.A. The shareholder Bregal Milestone shall be represented by two directors on the Board of Directors of InfoCert S.p.A., which will be composed of eleven members. Bregal Milestone manages funds dedicated to investments in the technology sector and in the last three years has completed eleven investments in eight different European countries, in addition to eleven strategic acquisitions completed by the companies in the portfolio. The fund was selected for its ability to support the development and international expansion of investees, positioning itself as a financial and strategic partner.

On 3 November 2021, Tinexta S.p.A., through its subsidiary InfoCert S.p.A., completed the acquisition of 60% of the share capital of CertEurope S.A.S. CertEurope, based in Paris, is one of the three largest Certification Authorities in France with a very well-known brand and a market share of around 40% in the eIDAS certificate sector. The company has the authorisations and accreditations necessary to issue all types of certificates required by the French market, in compliance with the technical requirements established by the French Agency for the Security of Information Systems (ANSSI). Through the acquisition, Tinexta is entering the French market, the second largest in the European Community, and InfoCert, the largest Certification Authority in Europe, will be able to sell its solutions on the territory. CertEurope's well-established business relationships with a number of important trade associations (attorneys, inter alia) and with large national retailers (resellers of digital services) represent a potentially significant accelerator for the penetration of InfoCert solutions into the French market. The agreement provides for the purchase of 60% of CertEurope's share capital for a total consideration of €43.8 million (which includes earn-outs of €3.8 million based on 2021 and 2022 performance), assuming zero net financial indebtedness at closing. The option right inherent

in the minority interests in the company's share capital may be exercised in 2023, on the basis of specific Put/Call agreements. The discounted value of the Put/Call option of the minority interests is estimated at approximately €28.4 million. The investment for 100% of the share capital is estimated at €72.2 million. The acquisition of CertEurope will be financed with the existing liquid assets. The enterprise value of the company is €66.7 million, at a multiple of between 12x and 13x the 2020 pro forma EBITDA for the acquisition of the majority stake and a multiple of between 12x and 13x the 2022 EBITDA expected for the exercise of the option right on the remaining shares in 2023. In 2020, CertEurope recorded Revenues of €14.1 million, up 6.9% compared to the previous year and a pro-forma EBITDA5 of Euro 5.2 million with an EBITDA Margin of 37%. The total value of the Digital Trust market in France is estimated at approximately €150 million, with a 23% growth forecast per year over the next few years to reach €500 million in 2025. The competitive context is composed of some major brands (including CertEurope, with around 10% of the market share, the third largest player) and a wide range of smaller competitors.

BUSINESS OUTLOOK

In light of the results for the first nine months, which are substantially in line with expectations at the beginning of the year, the Board of Directors confirms, on a like-for-like basis, consolidated revenues for about €370 million and consolidated adjusted EBITDA of approximately €96 million. The NFP/EBITDA adjusted ratio (on a like-for-like basis in the first nine months) is expected to be around 2x at the end of 2021.

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 Articles 2357 et seq. of the Italian Civil Code and Article 132 of the Consolidated Finance Act, 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, subject to cancellation of the resolution adopted by the Shareholders' Meeting on 7 November 2018 and expiring 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 resolved also to authorise the Board of Directors, pursuant to Article 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 resolved to launch the treasury share purchase programme, with the main aim of executing the "2020-2022 Stock Option Plan" approved by the ordinary Shareholders' Meeting of 28

5 The scope of the transaction refers to the legal entity CertEurope S.A.S. following a carve out and carve in process completed prior to closing. In particular, with the carve out some assets and 13 Human Resources were transferred, while 24 Human Resources have joined CertEurope as a result of the carve in.

April 2020, as well as other share-based incentive schemes, without prejudice to the Board's right to use bought-back shares for the other purposes approved by that Shareholders' Meeting of 28 April 2020.

The Company's goal in order to implement the "2020-2022 Stock Option Plan" is therefore to purchase a maximum 1,700,000 treasury shares. The Board has set a maximum of €25 million for the potential maximum expenditure to buy back the shares to service the Plan.

The Company appointed Banca IMI (now Intesa Sanpaolo) to act as fully independent intermediary in carrying out the aforementioned buyback in compliance with the constraints imposed by the applicable regulations and within the limits set in the aforementioned resolutions.

At 30 September 2021, the Company held 1,111,147 treasury shares, equal to 2.354% of the Share Capital, for a total purchase value of €15,995 thousand.

At the date of this Board of Directors Meeting, the Company holds 1,200,247 treasury shares, equal to 2,543% of the Share Capital, for a total purchase value of € 19,327 thousand.

2020-2022 STOCK OPTION PLAN

On 23 June 2020, after obtaining opinion from the Remuneration Committee, the Board of Directors resolved to allocate options in execution of the long-term stock-based 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 provides for a single option allocation cycle and envisages 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 Options accrued may be exercised at the end of a 36-month Vesting Period as 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 Article 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and Article 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/assembleaazionisti-2020), which will be updated in compliance with the provisions of Article 84-bis, paragraph 5 of the Issuers' Regulation.

At the grant date, 23 June 2020, the fair value for each option was equal to €3.46.

At 30 September 2021, 1,670,000 options had been allocated.

2021-2023 STOCK OPTION PLAN

On 23 June 2021, after obtaining opinion from the Remuneration Committee, the Board of Directors resolved to allocate options in execution of the long-term stock-based scheme known as the "2021-2023 Stock Option Plan" (hereinafter also "Plan"), as approved by the Shareholders' Meeting on 27 April 2021. The Plan envisages the allocation of a maximum 300,000 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 3 beneficiaries to whom a total of 190,000 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 provides for a single option allocation cycle and envisages 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 2023 of ≥ 80% of the approved budget value. If EBITDA proves to be ≥ 80% and ≥ 100%, the option vesting will be proportionate. The Options accrued may be exercised at the end of a 36-month Vesting Period as from the Allocation Date. The exercise price is established as €23.49, 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 Article 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and Article 84-bis, paragraph 1 of the Issuers' Regulation, in the Corporate Governance/Shareholders' Meeting/2021 section of the Company's web site (www.tinexta.com/assemblea-azionisti-2021), which will be updated in compliance with the provisions of Article 84-bis, paragraph 5 of the Issuers' Regulation.

At the grant date, 23 June 2021, the fair value for each option was equal to €12.00.

At 30 September 2021, 190,000 options had been allocated.

As stated in the section Significant events after the end of the period, on 5 October 2021 the Board of Directors of Tinexta S.p.A. resolved to grant a further 100,000 options at an exercise price set at €32.2852.

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 for exclusive hedging purposes. The credit risk related to trading receivables is mitigated through internal procedures that provide for a preliminary assessment of the customer solvency, as well as through procedures for credit recovery and management. Liquidity risk is mitigated through careful management and control of operating cash flows and use of 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 the paragraph "Management of financial risk" in the Notes to the Consolidated Financial Statements at 31 December 2020.

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.

INTERIM REPORT PREPARATION CRITERIA

The Group's Interim Report on Operations at 30 September 2021 was prepared in accordance with Article 154-ter, paragraph 5 of the Consolidated Finance Act, introduced by Italian Legislative Decree 195/2007, in implementation of Directive 2004/109/EC. The Interim Report on Operations was approved by the Board of Directors of Tinexta on 10 November 2021, and its disclosure was authorised by the same body on said date.

The Group's Interim Report on Operations at 30 September 2021 was not audited.

The interim report on operations was prepared on the basis of the recognition and measurement criteria envisaged by the International Financial Reporting Standards (IFRS) adopted by the European Union. The accounting standards adopted forthe preparation of this Interim Report on Operations are the same as those adopted for the drafting of the Group's annual Consolidated Financial Statements for the year ended 31 December 2020.

SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA

The Consolidated Financial Statements include the Financial Statements of the Parent Company Tinexta S.p.A. and of 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 over the company;
  • exposure to the risk or rights arising from the variable returns linked to its involvement;

• ability to influence the company, so as to have an impact on the results (positive or negative) for the investor (correlation between power and own 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.

The list of companies consolidated on a line-by-line basis or using the equity method at 30 September 2021 is shown in the following table.

Registered office at 30 September 2021
Company Share capital %
Amount (€
'000)
Currency % ownership via contribution
to the
Group
Consolidation
method
Tinexta S.p.A. (Parent Company) Rome 47,207 n.a. n.a. n.a. n.a.
InfoCert S.p.A. Rome 17,705 99.99% n.a. 99.99% Line-by-line
Innolva S.p.A. Buja (UD) 4,000 75.00% n.a. 75.00% Line-by-line
Re Valuta S.p.A. Milan 200 95.00% n.a. 95.00% Line-by-line
Co.Mark S.p.A. Bergamo 150 100.00% n.a. 100.00% Line-by-line
Visura S.p.A. Rome 1,000 100.00% n.a. 100.00% Line-by-line
Warrant Hub S.p.A. Correggio (RE) 58 100.00% n.a. 100.00% Line-by-line
Tinexta Cyber S.p.A. Rome 1,000 100.00% n.a. 100.00% Line-by-line
Sixtema S.p.A. Rome 6,180 80.00% InfoCert S.p.A. 99.99% Line-by-line
AC Camerfirma S.A. Spain 3,421 51.00% InfoCert S.p.A. 50.99% Line-by-line
Comas S.r.l. Arezzo 100 100.00% Innolva S.p.A. 75.00% Line-by-line
Innolva Relazioni Investigative S.r.l. Brescia 10 100.00% Innolva S.p.A. 75.00% Line-by-line
Forvalue S.p.A. Milan 2,000* 100.00% Innolva S.p.A. 75.00% Line-by-line
Co.Mark TES S.L. Spain 36 100.00% CoMark S.p.A. 100.00% Line-by-line
Queryo Advance S.r.l. Quartu Sant'Elena (CA) 10 60.00% CoMark S.p.A. 100.00% Line-by-line
Warrant Innovation Lab S.r.l. Correggio (RE) 25 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
Warrant Service S.r.l. Correggio (RE) 40 50.00% Warrant Hub S.p.A. 50.00% Line-by-line
Bewarrant S.p.r.l. Belgium 12 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
PrivacyLab S.r.l. Reggio Emilia 10 60.00% Warrant Hub S.p.A. 90.00% Line-by-line
Trix S.r.l. Correggio (RE) 10 70.00% Warrant Hub S.p.A. 100.00% Line-by-line
Euroquality SAS France 16 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
Europroject OOD Bulgaria 10 BGN 100.00% 90.00% Warrant Hub S.p.A.
10.00% Euroquality SAS
100.00% Line-by-line
Swascan S.r.l. Milan 178 51.00% Tinexta Cyber S.p.A. 100.00% Line-by-line
Corvallis S.r.l. Padua 1,000 70.00% Tinexta Cyber S.p.A. 100.00% Line-by-line
Yoroi S.r.l. Rome 100 60.00% Tinexta Cyber S.p.A. 100.00% Line-by-line
Camerfirma Perù S.A.C. Peru 84 PEN 99.99% AC Camerfirma S.A. 50.98% Line-by-line
FBS Next S.p.A. Ravenna 2,000 30.00% Tinexta S.p.A. 30.00% Equity method
Etuitus S.r.l. Salerno 50 24.00% InfoCert S.p.A. 24.00% Equity method
Authada GmbH Germany 74 16.67% InfoCert S.p.A. 16.67% Equity method

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 method
Creditreform GPA Ticino S.A. Switzerland 100 CHF 30.00% Innolva S.p.A. 22.50% Equity method
Wisee S.r.l. Benefit company Milan 14 18.80% Innolva S.p.A. 14.10% Equity method
Innovazione 2 Sagl Switzerland 20 CHF 30.00% Warrant Hub S.p.A. 30.00% Equity method
Studio Fieschi & Soci S.r.l. Turin 13 20.00% Warrant Hub S.p.A. 20.00% Equity method
Opera S.r.l. Bassano del Grappa (VI) 13 20.00% Warrant Service S.r.l. 10.00% Equity method
Digital Hub S.r.l. Reggio Emilia 10 30.00% PrivacyLab S.r.l. 27.00% Equity method

* On 24 June 2021, the previous shareholder structure of the company resolved to reduce the share capital from €2,000,000 to €50,000. The relevant resolution is subject to the time limit set forth in Article 2445 of the Italian Civil Code for any objection by creditors.

The percentage of ownership indicated in the table refers to the portions actually owned by the Group at the reporting date. The contribution percentage refers to the contribution to the Shareholders' equity of the Group made by the individual companies following the recognition of additional equity investments in the consolidated companies as a result of the recognition of the put options granted to the minority shareholders on the shares held by them.

FINANCIAL STATEMENTS 30 September 2021

Consolidated Financial Statements

Consolidated Statement of Financial Position

€ '000 30/09/2021 31/12/2020
ASSETS
Property, plant and equipment 21,470 18,990
Intangible assets and goodwill 444,350 285,106
Investment property 704 724
Equity-accounted investments 6,744 5,880
Other investments 93 22
Other financial assets, excluding derivative financial instruments 757 1,246
Deferred tax assets 9,059 6,041
Trade and other receivables 3,125 2,517
Contract cost assets 5,764 5,275
NON-CURRENT ASSETS 492,066 325,799
Inventories 1,236 1,154
Other financial assets, excluding derivative financial instruments 2,933 7,320
Current tax assets 311 311
- of which vs related parties 0 6
Trade and other receivables 84,941 84,110
- of which vs related parties 569 48
Contract assets 19,822 9,231
- of which vs related parties 1 0
Contract cost assets 1,008 1,206
Cash and cash equivalents 123,417 92,813
- of which vs related parties 4,158 0
CURRENT ASSETS 233,669 196,146
TOTAL ASSETS 725,735 521,945
EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -15,995 -10,001
Share premium reserve 55,439 55,439
Other reserves 95,371 77,189
Shareholders' equity attributable to the Group 182,022 169,834
Minority interests 46,289 4,047
TOTAL EQUITY 228,311 173,881
LIABILITIES
Provisions 4,020 3,471
Employee benefits 18,453 12,792
Financial liabilities, excluding derivative financial instruments 263,377 150,508
- of which vs related parties 1,703 2,269
Derivative financial instruments 808 1,142
Deferred tax liabilities 10,990 14,279
Contract liabilities 15,254 10,961
- of which vs related parties 39 0
Deferred income 6 4
NON-CURRENT LIABILITIES 312,909 193,156
Provisions 511 752
Employee benefits 36 131
Financial liabilities, excluding derivative financial instruments 53,776 40,365
- of which vs related parties 1,252 1,248
Trade and other payables 73,521 60,249
- of which vs related parties 932 280
Contract liabilities 50,968 46,411
- of which vs related parties 76 0
Deferred income 2,117 1,854
Current tax liabilities 3,588 5,147
CURRENT LIABILITIES 184,516 154,908
TOTAL LIABILITIES 497,424 348,064
TOTAL EQUITY AND LIABILITIES 725,735 521,945

Consolidated Statement of Profit/(Loss) and Other Comprehensive Income

Nine-month period closed at 30 September
€ '000 2021 20206
Revenues 261,558 188,901
- of which vs related parties 218 120
- of which non-recurring 0 74
Costs of raw materials 8,469 6,602
Service costs 83,460 59,075
- of which vs related parties 1,988 841
- of which non-recurring 1,763 959
Personnel costs 102,995 60,955
Contract costs 5,506 5,361
Other operating costs 1,512 1,336
- of which vs related parties 2 1
Amortisation and depreciation 19,219 16,101
Provisions 1,050 426
Impairment 955 2,064
Total Costs 223,166 151,921
OPERATING PROFIT 38,392 36,980
Financial income 124 1,340
- of which non-recurring 0 1,075
Financial charges 3,001 2,101
- of which vs related parties 50 32
Net financial income (charges) -2,877 -761
Share of profit of equity-accounted investments, net of tax -240 88
PROFIT BEFORE TAX 35,275 36,307
Income taxes 7,151 10,057
- of which non-recurring -4,629 -1,042
NET PROFIT FROM CONTINUING OPERATIONS 28,124 26,251
Profit (loss) from discontinued operations 0 0
NET PROFIT 28,124 26,251
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 -29 -42
Profits (losses) from measurement at fair value of derivative financial instruments 454 -717
Equity-accounted investments - share of Other comprehensive income -6 -16
Tax effect -109 172
Total components that may be later reclassified to profit or loss 310 -604
Total other components of comprehensive income, net of tax 310 -604
Total comprehensive income for the period 28,434 25,647
Net profit attributable to:
Group 27,480 25,970
Minority interests 643 280
Total comprehensive income for the period attributable to:
Group 27,806 25,395
Minority interests 628 252
Earnings per share
Basic earnings per share (€) 0.59 0.55
Diluted earnings per share (€) 0.58 0.55

6 The comparative data at 30 September 2020 were re-stated in relation to the completion, in the fourth quarter of 2020, of identification of the fair values of the assets and liabilities of PrivacyLab S.r.l., consolidated on a line-by-line basis from 1 January 2020.

Consolidated Statement of Changes in Equity

Nine-month period closed at 30 September 2021
€ '000 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 2021 47,207 -10,001 4,315 55,439 -864 -1,061 908 73,892 169,834 4,047 173,881
Comprehensive income for the period
Profit for the period 27,480 27,480 643 28,124
Other components of the comprehensive income
statement
344 -18 325 -15 310
Total comprehensive income for the period 0 0 0 0 344 0 0 27,462 27,806 628 28,434
Transactions with Shareholders
Dividends -11,985 -11,985 -588 -12,573
Allocation to legal reserve 1,359 -1,359 0 0
Purchase of treasury shares -5,994 0 -5,994 -5,994
Put adjustment on minority interests -11,760 -11,760 0 -11,760
Stock Options 1,506 0 1,506 15 1,521
Sale of minority interests in subsidiaries 6 11 12,768 12,785 42,215 55,000
Acquisitions of minority interests in subsidiaries 26 26 -28 -3
Other changes -195 -195 -195
Total transactions with Shareholders 0 -5,994 1,359 0 6 11 1,506 -12,506 -15,617 41,613 25,996
Balance at 30 September 2021 47,207 -15,995 5,673 55,439 -514 -1,050 2,414 88,848 182,022 46,289 228,311
Nine-month period closed at 30 September 2020
€ '000 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 25,970 25,970 280 26,251
Other components of the comprehensive income
statement
-545 -30 -575 -29 -604
Total comprehensive income for the period 0 0 0 0 -545 0 0 25,940 25,395 252 25,647
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 -10,001 0 -10,001 -10,001
Put adjustment on minority interests -444 -444 -444
Acquisitions 0 100 100
Stock Options 481 0 481 1 482
Acquisitions of minority interests in subsidiaries -38 -38 -38
Total transactions with Shareholders 0 -10,001 1,202 0 0 0 481 -3,366 -11,683 -412 -12,096
Balance at 30 September 2020 47,207 -10,001 4,315 55,439 -786 -846 481 63,470 159,279 3,699 162,978

Consolidated Statement of Cash Flows

(€ '000) Nine-month period closed at 30 September
2021 2020
Cash flows from operations
Net profit 28,124 26,251
Adjustments for:
- Amortisation and depreciation 19,219 16,101
- Impairment (Revaluations) 955 2,064
- Provisions 1,050 426
- Provisions for Stock Options 1,521 482
- Net financial charges 2,877 761
-
of which vs. related parties
50 32
- Share of profit of equity-accounted investments 240 -88
- Income taxes 7,151 10,057
Changes in:
- Inventories -82 -17
- Contract cost assets -290 272
- Trade and other receivables and Contract assets 17,182 14,249
-
of which vs. related parties
-292 106
- Trade and other payables -7,462 -4,735
-
of which vs. related parties
641 2
- Provisions and employee benefits 380 -119
- Contract liabilities and deferred income, including public contributions -790 2,207
-
of which vs. related parties
116 -18
Cash and cash equivalents generated by operations 70,073 67,912
Income taxes paid -15,172 -6,505
Net cash and cash equivalents generated by operations 54,901 61,406
Cash flows from investments
Interest collected 14 23
Collections from sale or repayment of financial assets 4,910 228
Investments in equity-accounted shareholdings -1,110 -44
Investments in property, plant and equipment -912 -1,461
Investments in other financial assets -10 -778
Investments in intangible assets -9,729 -7,390
Increases in the scope of consolidation, net of liquidity acquired -47,884 -452
Net cash and cash equivalents generated/(absorbed) by investments -54,721 -9,872
Cash flows from financing
Purchase of minority interests in subsidiaries -3 -17,271
Interest paid -1,277 -1,225
-
of which vs. related parties
-54 -32
MLT bank loans taken out 80,719 24,827
Repayment of MLT bank loans -13,488 -7,026
Repayment of price deferment liabilities on acquisitions of equity investments -2,695 -2,638
-
of which vs. related parties
-665 0
Repayment of contingent consideration liabilities -1,731 -7,581
Change in other current bank payables -7,850 -2,553
Change in other financial payables -462 -35
Repayment of lease liabilities -4,249 -2,881
-
of which vs. related parties
-455 -435
Purchase of treasury shares -5,994 -10,001
Capital increases (decreases) - subsidiaries -91 0
Dividends paid -12,455 -2,195
Net cash and cash equivalents generated/(absorbed) by financing 30,424 -28,578
Net increase (decrease) in cash and cash equivalents 30,605 22,956
Cash and cash equivalents at 1 January 92,813 33,600
Cash and cash equivalents at 30 September 123,417 56,556

Declaration of the manager responsible for the preparation of the Company's accounting documents pursuant to the provisions of Article 154-bis, paragraph 2 of Italian Legislative Decree 58/1998 (Consolidated Finance Act)

The manager responsible for the preparation of the corporate accounting documents hereby declares, pursuant to art. 154-bis, paragraph 2, of the Consolidated Finance Act, that the accounting information in this Interim Report on Operations at 30 September 2021 corresponds to the documentary results, books and accounting records.

Milan, 10 November 2021

Nicola Di Liello

Manager responsible for the preparation of the corporate accounting documents