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Tinexta Interim / Quarterly Report 2021

Aug 4, 2021

4493_ir_2021-08-04_cbf6944b-410e-46b0-b64c-86c71eb7fe4d.pdf

Interim / Quarterly Report

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HALF-YEAR FINANCIAL REPORT AT 30/06/2021

This English version of Tinexta's Half-Year Financial Report at 30/06/2021 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 5
SUMMARY OF GROUP RESULTS 6
INTERIM REPORT ON OPERATIONS 7
GROUP ACTIVITIES7
KEY EVENTS OF THE PERIOD10
DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS 12
SUMMARY OF RESULTS FOR THE FIRST HALF OF 2021 13
SUMMARY OF RESULTS FOR THE SECOND QUARTER OF 202118
FINANCIAL POSITION OF THE GROUP 22
KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST-HALF 25
BUSINESS OUTLOOK 27
TREASURY SHARE PURCHASE PROGRAMME27
2020-2022 STOCK OPTION PLAN28
2021-2023 STOCK OPTION PLAN28
MAIN RISKS AND UNCERTAINTIES29
TRANSACTIONS WITH RELATED PARTIES 29
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 30
Consolidated Financial Statements31
Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2021 35
Information on the Statement of Financial Position53
Information on the Comprehensive Income Statement73
Additional information81
Certification of the Condensed Interim Consolidated Financial Statements pursuant to Art. 81-ter of Consob
Regulation no. 11971 of 14 May 1999 as amended 85

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

Board of Directors
Enrico Salza Chairman
Riccardo Ranalli Deputy Chairman
Pier Andrea Chevallard Chief Executive Officer
Laura Benedetto Director
Eugenio Rossetti Director (independent)
Valerio Veronesi Director (independent)
Elisa Corghi Director (independent)
Paola Generali Director (independent)
Caterina Giomi Director (independent)
Laura Rovizzi Director (independent)
Gianmarco Montanari Director (independent)
Control, Risks and Sustainability Committee
Eugenio Rossetti Chairman
Riccardo Ranalli
Laura Rovizzi
Related Party Committee
Valerio Veronesi Chairman
Paola Generali
Caterina Giomi
Remuneration Committee
Elisa Corghi Chairman
Laura Benedetto
Gianmarco Montanari
Board of Statutory Auditors
Luca Laurini Chairman
Andrea Bignami Standing Auditor
Monica Mannino Standing Auditor
Anna Maria Mantovani Alternate Auditor
Maria Cristina Ramenzoni Alternate Auditor
Independent Auditors
KPMG S.p.A.
Manager responsible for the preparation of the corporate accounting documents
Nicola Di Liello
Registered and operating headquarters Operating headquarters
Piazza Sallustio 9 - 00187 Rome Via Meravigli, 7 – 20123 Milan
Piazza Luigi Da Porto, 3 – 35131 Padua

Via Principi d'Acaia, 12 – 10138 Turin

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2021

SUMMARY OF GROUP RESULTS

Summary income statement data
(€ '000)
1st half
2021
1st half
20201
Change Change
Revenues 177,813 123,817 53,996 43.6%
EBITDA before Stock Options 41,173 34,451 6,722 19.5%
EBITDA 40,270 34,412 5,858 17.0%
Adjusted EBITDA 42,287 34,903 7,385 21.2%
Operating profit 26,403 21,576 4,827 22.4%
Adjusted operating profit 31,071 25,053 6,018 24.0%
Net profit 20,641 15,936 4,706 29.5%
Adjusted net profit 20,426 16,667 3,759 22.6%
Free cash flow 29,663 28,919 744 2.6%
Summary income statement data
(€ '000)
2nd quarter
2021
2nd quarter
20202
Change Change
Revenues 95,147 68,906 26,241 38.1%
EBITDA before Stock Options 24,396 23,535 861 3.7%
EBITDA 23,919 23,496 423 1.8%
Adjusted EBITDA 25,293 23,904 1,390 5.8%
Operating profit 16,876 16,934 -58 -0.3%
Adjusted operating profit 19,575 18,835 741 3.9%
Net profit 13,819 13,045 774 5.9%
Adjusted net profit 13,047 12,789 257 2.0%
Free cash flow 4,880 8,806 -3,926 -44.6%
Summary financial data
(€ '000)
30/06/2021 31/12/2020 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 166,353 173,881 -7,528 -4.3%
Total financial indebtedness 205,237 91,882 113,355 123.4%
Summary financial data
(€ '000)
30/06/2021 30/06/20201 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 166,353 153,547 12,805 8.3%
Total financial indebtedness 205,237 114,597 90,640 79.1%

1 The comparative data for the first six 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.

2The comparative data for the second 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

  2. 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.

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 June 2021:

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

KEY EVENTS OF THE PERIOD

Key events that occurred in first half of 2021 is provided as follows:

  • 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.
  • 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, currently estimated at €3.4 million. The agreements sets 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.
  • 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 sets 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 cyberattack.

  • 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 sets 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.
  • 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.
  • On April 27, 2021, the Shareholders' Meeting has:
  • 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;
  • 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.
  • On 16 June 2021, the Deed of Merger by incorporation of Payotik Srl into Corvallis Srl 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.
  • On 23 June 2021, the Board of Directors of Tinexta S.p.A. resolved to allocate 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.

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".

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

Adjusted EBITDA: is calculated as "EBITDA before Stock Option", 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 (recognised under "Personnel costs") relating to the Stock Option Plans, and before the amortisation of the Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations.

Adjusted net profit: is calculated as "Net profit" before the non-recurring components, before the cost relating to the Stock Option Plans, before the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, and before the adjustment of liabilities for contingent considerations related to the acquisitions, net of the related tax effects. This indicator reflects the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operation of its core business.

Adjusted 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", the "Current financial liabilities", "Derivative liabilities" 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" 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 FOR THE FIRST HALF OF 2021

The Group closed in the first half of 2021 with Revenues of €177,813 thousand. EBITDA amounted to €40,270 thousand, equal to 22.6% of Revenues. Operating profit and Net profit amounted to €26,403 thousand and €20,641 thousand, respectively, equal to 14.8% and 11.6% of Revenues.

Condensed Consolidated Income
Statement
(€ '000)
1st half
2021
% 1st half
20203
% Change % change
Revenues 177,813 100.0% 123,817 100.0% 53,996 43.6%
EBITDA before Stock Options 41,173 23.2% 34,451 27.8% 6,722 19.5%
EBITDA 40,270 22.6% 34,412 27.8% 5,858 17.0%
Operating Profit 26,403 14.8% 21,576 17.4% 4,827 22.4%
Net profit 20,641 11.6% 15,936 12.9% 4,706 29.5%

Revenues increased by €53,996 thousand compared to the first half of 2020 (43.6%), and EBITDA by €5,858 thousand (17.0%), Operating profit was also up by €4,827 thousand (22.4%), and Net profit by €4,706 thousand (29.5%).

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),

3 The comparative data for the first six 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.

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), and Tinexta Cyber S.p.A. (established in January 2021). The contributions from these companies are shown below as a change in the scope of consolidation.

Consolidated Income Statement
(€ '000)
1st half 2021 % 1st half 2020 % Change % change
Revenues 177,813 100.0% 123,817 100.0% 53,996 43.6%
Total Operating Costs* 136,640 76.8% 89,366 72.2% 47,274 52.9%
Costs of raw materials 5,970 3.4% 4,515 3.6% 1,456 32.2%
Service costs 56,111 31.6% 39,905 32.2% 16,207 40.6%
Personnel costs* 69,550 39.1% 40,201 32.5% 29,349 73.0%
Contract costs 4,050 2.3% 3,831 3.1% 219 5.7%
Other operating costs 958 0.5% 915 0.7% 44 4.8%
EBITDA before Stock Options 41,173 23.2% 34,451 27.8% 6,722 19.5%
Stock Option cost 903 0.5% 39 0.0% 864 2240.1%
EBITDA 40,270 22.6% 34,412 27.8% 5,858 17.0%
Adjusted EBITDA** 42,287 23.8% 34,903 28.2% 7,385 21.2%
Amortisation and depreciation 12,754 7.2% 10,598 8.6% 2,155 20.3%
Provisions 444 0.2% 360 0.3% 84 23.2%
Impairment 670 0.4% 1,878 1.5% -1,207 -64.3%
Operating profit 26,403 14.8% 21,576 17.4% 4,827 22.4%
Financial income 83 0.0% 951 0.8% -868 -91.3%
Financial charges 1,877 1.1% 1,370 1.1% 506 37.0%
Net financial charges 1,794 1.0% 419 0.3% 1,374 327.7%
Profit of equity-accounted investments -180 -0.1% 91 0.1% -271 -297.5%
Profit before tax 24,429 13.7% 21,248 17.2% 3,181 15.0%
Income taxes 3,787 2.1% 5,312 4.3% -1,525 -28.7%
Net profit 20,641 11.6% 15,936 12.9% 4,706 29.5%
of which minority interests 281 0.2% 201 0.2% 80 39.9%

Income Statement for the first half of 2021 compared with the same period of the previous year:

* Personnel costs are recognised net of the Stock Option cost, shown below, in order to better understand the composition of EBITDA before the Stock Options.

** With regard to the construction of adjusted EBITDA, reference should be made to the next paragraph Adjusted Group Results. The adjusted EBITDA margin is calculated in relation to the adjusted revenues.

Revenues increased from €123,817 thousand in the first half of 2020 to €177,813 thousand in the first half of 2021, with a growth of €53,996 thousand or 43.6%. The increase in Revenues attributable to the change in the scope of consolidation was 31.0% (€38,398 thousand), while organic growth was 12.6% (€15,597 thousand).

Operating costs before Stock Options increased from €89,366 thousand in the first half of 2020 to €136,640 thousand in the first half of 2021, an increase of €47,274 thousand (52.9%). The increase in Operating costs attributable to the change in the scope of consolidation was 37.3% (€33,352 thousand), while the remaining 15.6% is due to organic growth (€13,922 thousand).

EBITDA before Stock Optionsrose from €34,451 thousand in the first half of 2020 to €41,173 thousand in the first half of 2021, with an increase of €6,722 thousand, or 19.5%. The increase in EBITDA before Stock Options attributable to organic growth is 4.9% (€1,675 thousand), while the change in the scope of consolidation accounts for 14.6% (€5,046 thousand).

At 30 June 2021, costs for €889 thousand relating to the 2020-2022 Stock Option Plan and costs for €13 thousand relating to the 2021-2023 Stock Option Plan were set aside. Details can be found in the paragraphs 2020-2022 Stock Option Plan and 2021-2023 Stock Option Plan.

Adjusted EBITDA rose from €34,903 thousand in the first half of 2020 to €42,287 thousand in the first half of 2021, with an increase of €7,385 thousand, or 21.2%. The increase in adjusted EBITDA attributable to organic growth was 6.1% (€2,138 thousand), the change in the scope of consolidation was 15.0% (€5,247 thousand).

The item Amortisation and depreciation, impairment and provisions, for €13,867 thousand (€12,836 thousand in the same period in 2020) includes €2,651 thousand in amortisation of Other intangible assets arising upon allocation of the price paid in Business Combinations (€2,987 thousand in the first half of 2020), mainly relating to Warrant Hub, Visura, Innolva. The increase in this item is substantially attributable to amortisation of Intangible assets(+ €1,265 thousand), in particular Databases and Software, and depreciation of Property, plant and equipment (+ €890 thousand) partially offset by lower Impairment of trade receivables (- €1,207 thousand). Provisions for risks increased by €84 thousand.

Net financial income totalled €1,794 thousand for the first half of 2021, compared to Net financial charges of €419 thousand in the same period in 2020. The increase in net financial charges is affected by the nonrecurring income recognized in the first half of 2020 for the renegotiation of loans amounting to €710 thousand. The further increase in financial charges can be attributed to the increase in bank debt to support the acquisitions made.

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €3,787 thousand (€5,312 thousand in the first half of 2020). The tax rate was 15.5% (25.0% in the first quarter of 2020) due to a non-recurring tax income of €3,401 thousand arising from the redemption of statutory/fiscal value differentials, as well as from a gain of €816 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). Also the first half of 2020 had benefited from non-recurring tax income equal to €1,090 thousand.

Net profit for the first half of 2021 amounted to €20,641 thousand (of which €281 thousand from minority interests) compared to €15,936 thousand in the first half 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)
1st half
2021
% 1st half
2020
% Change % change
Adjusted revenues 177,813 100.0% 123,743 100.0% 54,070 43.7%
Adjusted EBITDA 42,287 23.8% 34,903 28.2% 7,385 21.2%
Adjusted operating profit 31,071 17.5% 25,053 20.2% 6,018 24.0%
Adjusted net profit 20,426 11.5% 16,667 13.5% 3,759 22.6%

Compared to the first half of 2020, the adjusted results showed an increase of 43.7% in Revenues, 21.2% in EBITDA, 24.0% in Operating profit and 22.6% in Net profit.

Non-recurring components

Over the course of the first half of 2021, Non-recurring operating costs of €1,115 thousand were recognised for acquisitions of target companies.

Non-recurring income taxes includes non-recurring income of €4,317 thousand referring:

• for €3,401 thousand to the redemption of statutory/fiscal value differentials;

  • for €816 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 €100 thousand to the tax effect on the non-recurring components of the profit before tax.

In the first half of 2020, the following was recorded: Non-recurring revenues for €74 thousand, Non-recurring operating costs for €526 thousand, Non-recurring financial income for €710 thousand and income in Nonrecurring taxes for €1,018 thousand.

Stock Option cost

The costs recognised in the period, amounting to €903 thousand, refer to the 2020-2022 Stock Option Plan as detailed in paragraph 2020-2022 Stock Option Plan for €889 thousand and to the 2021-2023 Stock Option Plan as detailed in the paragraph 2021-2023 Stock Option Plan for €13 thousand.

Amortisation of Other intangible assets from Business Combinations

The amortisation of Other intangible assets that emerged at the time of the allocation of the price paid in Business Combinations came to €2,651 thousand (€2,987 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 €20 thousand (€161 thousand in Financial income in the same period of the previous year).

Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results EBITDA Operating profit Net profit
(€ '000) 1st half
2021
1st half
2020
1st half
2021
1st half
2020
1st half
2021
1st half
2020
Income statement results reported 40,270 34,412 26,403 21,576 20,641 15,936
Provisions for Stock Options 903 39 903 39 903 39
EBITDA before Stock Options 41,173 34,451
Non-recurring revenues 0 -74 0 -74 0 -74
Non-recurring service costs 1,115 526 1,115 526 1,115 526
Amortisation of Other intangible assets from business combinations 2,651 2,987 2,651 2,987
Non-recurring financial income 0 -710
Adjustment of contingent consideration 20 -161
Tax effect on adjustments -686 -785
Non-recurring taxes -4,217 -1,090
Adjusted income statement results 42,287 34,903 31,071 25,053 20,426 16,667

Results by business segment

Condensed Income Statement by % % % change
business segment 1st half
2021
EBITDA
1st half
2021
1st half
2020
EBITDA
1st half
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 63,618 55,433 8,185 14.8% 14.8% 0.0%
Cybersecurity 34,623 0 34,623 n.a. 0.0% n.a.
Credit Information & Management 38,706 35,273 3,433 9.7% 9.7% 0.0%
Innovation & Marketing Services 41,664 33,700 7,964 23.6% 11.7% 12.0%
Other segments (Parent Company) 1,178 1,060 118 11.2% 11.2% 0.0%
Intra-segment -1,975 -1,648 -327 19.8% 4.3% 15.5%
Total Revenues 177,813 123,817 53,996 43.6% 12.6% 31.0%
EBITDA
Digital Trust 14,840 23.3% 13,998 25.3% 842 6.0% 6.0% 0.0%
Cybersecurity 3,353 9.7% 0 n.a. 3,353 n.a. n.a. n.a.
Credit Information & Management 10,954 28.3% 10,155 28.8% 799 7.9% 7.9% 0.0%
Innovation & Marketing Services 16,734 40.2% 14,726 43.7% 2,008 13.6% 2.2% 11.4%
Other segments (Parent Company) -5,612 n.a. -4,467 n.a. -1,145 -25.6% -25.6% 0.0%
Total EBITDA 40,270 22.6% 34,412 27.8% 5,858 17.0% 2.4% 14.6%

Adjusted income statement results by business segment:

% % % change
Adjusted condensed Income
Statement by business segment
1st half
2021
EBITDA
1st half
2021
1st half
2020
EBITDA
1st half
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 63,618 55,359 8,259 14.9% 14.9% 0.0%
Cybersecurity 34,623 0 34,623 n.a. 0.0% n.a.
Credit Information & Management 38,706 35,273 3,433 9.7% 9.7% 0.0%
Innovation & Marketing Services 41,664 33,700 7,964 23.6% 11.7% 12.0%
Other segments (Parent Company) 1,178 1,060 118 11.2% 11.2% 0.0%
Intra-segment -1,975 -1,648 -327 19.8% 4.3% 15.5%
Total adjusted revenues 177,813 123,743 54,070 43.7% 12.7% 31.0%
EBITDA
Digital Trust 15,604 24.5% 13,962 25.2% 1,642 11.8% 11.8% 0.0%
Cybersecurity 3,487 10.1% 0 n.a. 3,487 n.a. 0.0% n.a.
Credit Information & Management 11,424 29.5% 10,155 28.8% 1,269 12.5% 12.5% 0.0%
Innovation & Marketing Services 17,133 41.1% 14,952 44.4% 2,181 14.6% 2.8% 11.8%
Other segments (Parent Company) -5,360 n.a. -4,167 n.a. -1,194 -28.6% -28.6% 0.0%
Total adjusted EBITDA 42,287 23.8% 34,903 28.2% 7,385 21.2% 6.1% 15.0%

Digital Trust

Adjusted revenues from the Digital Trust segment amounted to €63,618 thousand. The increase compared to the first half of 2020 is equal to 14.9%, in absolute terms to €8,259 thousand. During the first half of 2021, the growth in demand for digital and dematerialization services continued, supporting both the growth of standard products such as Certified Electronic Mail (Legalmail) and ature (LegalCert) with an increase of Off the Shelf revenues (Telematic Trust Solutions). The growth of the SPID (Public Digital Identity System) product continues. Revenues from Enterprise Solutions increased also due to both the consolidation of existing projects and the acquisition of new commercial initiatives. The Group continues to develop its digital onboarding offering, which enables it to guarantee its customers remote business continuity with high standards of security and functionality.

Adjusted EBITDA for the segment was €15,604 thousand. The increase compared to the first half of 2020 is 11.8%, €1,642 thousand in absolute terms. In percentage terms, the EBITDA margin is 24.5% compared to 25.2% in the first half of 2020.

Cybersecurity

Adjusted revenues of the Cybersecurity segment amounted to €34,623 thousand, while adjusted EBITDA was €3,487 thousand. The EBITDA margin was 10.1%. The results achieved by the BU in the first half of 2021 are in line with expectations, in terms of the level of business volume developed and the profit margins. The BU is developing both initiatives linked to project activities and the supply of dedicated services. It is also beginning to gather the market opportunities offered in a context of ever greater integration between both the BU companies and the Group companies.

Credit Information & Management

In the Credit Information & Management segment, adjusted revenues amounted to €38,706 thousand, with an increase of 9.7% compared to the first half of 2020, equal in absolute terms to €3,433 thousand, due to the resumption of real estate appraisal services and the increase in Business Information activities, which have overcome the 2020 contraction caused by the health emergency. The number of cases managed in relation to access to the Central Guarantee Fund remained high during the first half of 2021, recording a small contraction compared to the same figure of 2020.

Adjusted EBITDA stood at €11,424 thousand, a 12.5% increase compared to the same period of the previous year. In percentage terms, the EBITDA margin is 29.5% compared to 28.8% in the first half of 2020.

Innovation & Marketing Services

Adjusted revenues of the Innovation & Marketing Services segment amounted to €41,664 thousand, with an increase of 23.6% compared to the first half of 2020, or €7,964 thousand in absolute terms, 11.7% 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 customers, with a resumption of internationalisation services, an increase in innovation consultancy services as well as the launch of activities related to Digital Marketing consultancy.

Adjusted EBITDA for the segment was €17,133 thousand. The increase over the EBITDA for first half 2020 amounts to 14.6%. The growth due to the change in the scope of consolidation was 11.8%, while organic growth accounted for 2.8%. In percentage terms, the EBITDA margin equalled 41.1%, down from the first half of 2020 (44.4%).

SUMMARY OF RESULTS FOR THE SECOND QUARTER OF 2021

The Group closed the second quarter of 2021 with Revenues equal to €95,147 thousand. EBITDA amounted to €23,919 thousand, equal to 25.1% of Revenues. Operating profit and Net profit amounted to €16,876 thousand and €13,819 thousand, respectively, equal to 17.7% and 14.5% of Revenues.

Condensed Consolidated Income
Statement
(€ '000)
2nd quarter
2021
% 2nd quarter
20204
% Change % change
Revenues 95,147 100.0% 68,906 100.0% 26,241 38.1%
EBITDA before Stock Options 24,396 25.6% 23,535 34.2% 861 3.7%
EBITDA 23,919 25.1% 23,496 34.1% 423 1.8%
Adjusted EBITDA 25,293 26.6% 23,904 34.7% 1,390 5.8%
Operating profit 16,876 17.7% 16,934 24.6% -58 -0.3%
Net profit 13,819 14.5% 13,045 18.9% 774 5.9%

Revenues increased by €26,241 thousand compared to the second quarter of 2020 (38.1%), and EBITDA by €423 thousand (1.8%); Operating profit was down by €58 thousand (-0.3%), while Net profit was up by €774 thousand (5.9%).

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), and Tinexta Cyber S.p.A. (established in January 2021). The contributions from these companies are shown below as a change in the scope of consolidation.

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

Consolidated Income Statement
(€ '000)
2nd quarter
2021
% 2nd quarter
2020
% Change % change
Revenues 95,147 100.0% 68,906 100.0% 26,241 38.1%
Total Operating Costs* 70,751 74.4% 45,371 65.8% 25,380 55.9%
Costs of raw materials 2,802 2.9% 2,639 3.8% 163 6.2%
Service costs 29,558 31.1% 20,350 29.5% 9,208 45.2%
Personnel costs* 35,690 37.5% 19,966 29.0% 15,724 78.7%
Contract costs 2,154 2.3% 1,945 2.8% 209 10.8%
Other operating costs 547 0.6% 471 0.7% 76 16.2%
EBITDA before Stock Options 24,396 25.6% 23,535 34.2% 861 3.7%
Stock Option cost 476 0.5% 39 0.1% 438 1135.3%
EBITDA 23,919 25.1% 23,496 34.1% 423 1.8%
Adjusted EBITDA** 25,293 26.6% 23,904 34.7% 1,390 5.8%
Amortisation and depreciation 6,500 6.8% 5,436 7.9% 1,064 19.6%
Provisions 111 0.1% 122 0.2% -11 -9.2%
Impairment 432 0.5% 1,005 1.5% -572 -57.0%
Operating profit 16,876 17.7% 16,934 24.6% -58 -0.3%
Financial income 27 0.0% 747 1.1% -720 -96.3%
Financial charges 959 1.0% 684 1.0% 275 40.2%
Net financial charges 931 1.0% -64 -0.1% 995 -1565.2%
Profit of equity-accounted investments -180 -0.2% 77 0.1% -257 -333.3%
Profit before tax 15,765 16.6% 17,074 24.8% -1,309 -7.7%
Income taxes 1,945 2.0% 4,029 5.8% -2,083 -51.7%
Net profit 13,819 14.5% 13,045 18.9% 774 5.9%
of which minority interests 154 0.1% 184 0.1% -30 -16.3%

* Personnel costs are recognised net of the Stock Option cost, shown below, in order to better understand the composition of EBITDA before the Stock Options.

** With regard to the construction of adjusted EBITDA, reference should be made to the next paragraph Adjusted Group Results. The adjusted EBITDA margin is calculated in relation to the adjusted revenues.

4The comparative data for the second 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.

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)
2nd quarter
2021
% % Change % change
Adjusted revenues 95,147 100.0% 68,832 100.0% 26,315 38.2%
Adjusted EBITDA 25,293 26.6% 23,904 34.7% 1,390 5.8%
Adjusted operating profit 19,575 20.6% 18,835 27.4% 741 3.9%
Adjusted net profit 13,047 13.7% 12,789 18.6% 257 2.0%

Compared to the second quarter 2020, the adjusted results showed an increase of 38.2% in Revenues, 5.8% in EBITDA, 3.9% in Operating profit and 2.0% in Net profit.

Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results EBITDA Operating profit Net profit
(€ '000) 2nd
quarter
2nd
quarter
2nd
quarter
2nd
quarter
2nd
quarter
2nd
quarter
2021 2020 2021 2020 2021 2020
Income statement results reported 23,919 23,496 16,876 16,934 13,819 13,045
Provisions for Stock Options 476 39 476 39 476 39
EBITDA before Stock Options 24,396 23,535
Non-recurring revenues 0 -74 0 -74 0 -74
Non-recurring service costs 897 443 897 443 897 443
Amortisation of Other intangible assets from business combinations 1,326 1,493 1,326 1,493
Non-recurring financial income 0 -710
Adjustment of contingent consideration 36 0
Tax effect on adjustments -205 -357
Non-recurring taxes -3,303 -1,090
Adjusted income statement results 25,293 23,904 19,575 18,835 13,047 12,789

Results by business segment

% % change
% EBITDA
Condensed Income Statement by
business segment
2nd
quarter
2021
EBITDA
2nd
quarter
2021
2nd
quarter
2020
2nd
quarter
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 32,438 29,322 3,116 10.6% 10.6% 0.0%
Cybersecurity 17,837 0 17,837 n.a. 0.0% n.a.
Credit Information & Management 19,837 18,221 1,616 8.9% 8.9% 0.0%
Innovation & Marketing Services 25,519 21,706 3,813 17.6% 5.2% 12.4%
Other segments (Parent Company) 609 535 74 13.9% 13.9% 0.0%
Intra-segment -1,093 -878 -215 24.5% -2.8% 27.3%
Total Revenues 95,147 68,906 26,241 38.1% 8.6% 29.4%
EBITDA
Digital Trust 7,810 24.1% 8,079 27.6% -269 -3.3% -3.3% 0.0%
Cybersecurity 1,536 8.6% 0 n.a. 1,536 n.a. 0.0% n.a.
Credit Information & Management 5,736 28.9% 6,572 36.1% -836 -12.7% -12.7% 0.0%
Innovation & Marketing Services 11,961 46.9% 11,394 52.5% 566 5.0% -7.1% 12.0%
Other segments (Parent Company) -3,124 n.a. -2,549 n.a. -576 -22.6% -22.6% 0.0%
Total EBITDA 23,919 25.1% 23,496 34.1% 423 1.8% -10.6% 12.4%

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2021

Adjusted income statement results by business segment:

2nd % EBITDA 2nd % EBITDA % change
Adjusted condensed Income
Statement by business segment
quarter
2021
2nd
quarter
2021
quarter
2020
2nd
quarter
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 32,438 29,248 3,190 10.9% 10.9% 0.0%
Cybersecurity 17,837 0 17,837 n.a. 0.0% n.a.
Credit Information & Management 19,837 18,221 1,616 8.9% 8.9% 0.0%
Innovation & Marketing Services 25,519 21,706 3,813 17.6% 5.2% 12.4%
Other segments (Parent Company) 609 535 74 13.9% 13.9% 0.0%
Intra-segment -1,093 -878 -215 24.5% -2.8% 27.3%
Total adjusted revenues 95,147 68,832 26,315 38.2% 8.8% 29.5%
EBITDA
Digital Trust 8,439 26.0% 8,043 27.5% 396 4.9% 4.9% 0.0%
Cybersecurity 1,553 8.7% 0 n.a. 1,553 n.a. 0.0% n.a.
Credit Information & Management 6,144 31.0% 6,572 36.1% -427 -6.5% -6.5% 0.0%
Innovation & Marketing Services 12,139 47.6% 11,556 53.2% 583 5.0% -6.9% 12.0%
Other segments (Parent Company) -2,982 n.a. -2,267 n.a. -715 -31.5% -31.5% 0.0%
Total adjusted EBITDA 25,293 26.6% 23,904 34.7% 1,389 5.8% -6.5% 12.3%

FINANCIAL POSITION OF THE GROUP

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

Comparison at 31 December 2020 Comparison at 30 June 2020
€ '000 30/06
2021
% 31/12
2020
% Δ % Δ 30/06
2020
% Δ % Δ
Intangible assets 69,756 18.8% 70,070 26.4% -314 -0.4% 70,638 26.3% -882 -1.2%
Goodwill 321,072 86.4% 215,036 80.9% 106,036 49.3% 199,553 74.4% 121,519 60.9%
Tangible fixed assets 6,279 1.7% 5,977 2.2% 302 5.1% 5,122 1.9% 1,157 22.6%
Leased tangible fixed assets 17,781 4.8% 13,736 5.2% 4,045 29.4% 14,158 5.3% 3,622 25.6%
Financial assets 7,253 2.0% 7,148 2.7% 106 1.5% 12,750 4.8% -5,497 -43.1%
Net non-current assets 422,141 113.6% 311,967 117.4% 110,175 35.3% 302,222 112.7% 119,920 39.7%
Inventories 1,070 0.3% 1,154 0.4% -85 -7.3% 1,197 0.4% -128 -10.7%
Trade receivables 78,996 21.3% 75,829 28.5% 3,167 4.2% 79,818 29.8% -822 -1.0%
Contract assets 19,691 5.3% 9,231 3.5% 10,459 113.3% 4,579 1.7% 15,112 330.1%
Contract cost assets 6,843 1.8% 6,481 2.4% 362 5.6% 6,157 2.3% 686 11.1%
Trade payables -41,893 -11.3% -34,580 -13.0% -7,313 21.1% -27,659 -10.3% -14,234 51.5%
Contract liabilities and deferred income -72,729 -19.6% -59,229 -22.3% -13,500 22.8% -54,744 -20.4% -17,986 32.9%
of which current -56,899 -15.3% -48,264 -18.2% -8,635 17.9% -45,517 -17.0% -11,382 25.0%
of which non-current -15,830 -4.3% -10,965 -4.1% -4,865 44.4% -9,226 -3.4% -6,604 71.6%
Payables to employees -18,456 -5.0% -12,011 -4.5% -6,445 53.7% -8,901 -3.3% -9,555 107.3%
Other receivables 20,375 5.5% 10,797 4.1% 9,578 88.7% 9,600 3.6% 10,775 112.2%
Other payables -19,600 -5.3% -13,658 -5.1% -5,942 43.5% -14,873 -5.5% -4,727 31.8%
Current tax assets (liabilities) -77 0.0% -4,835 -1.8% 4,758 -98.4% -2,839 -1.1% 2,762 -97.3%
Deferred tax assets (liabilities) -2,793 -0.8% -8,238 -3.1% 5,445 -66.1% -9,821 -3.7% 7,028 -71.6%
Net working capital -28,574 -7.7% -29,058 -10.9% 484 -1.7% -17,486 -6.5% -11,088 63.4%
Employee benefits -17,759 -4.8% -12,923 -4.9% -4,837 37.4% -12,792 -4.8% -4,967 38.8%
Provisions for risks and charges -4,218 -1.1% -4,223 -1.6% 5 -0.1% -3,799 -1.4% -419 11.0%
Total NWC and Provisions -50,552 -13.6% -46,204 -17.4% -4,348 9.4% -34,077 -12.7% -16,475 48.3%
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 371,590 100.0% 265,763 100.0% 105,827 39.8% 268,145 100.0% 103,445 38.6%
Shareholders' equity attributable to the
Group
162,651 43.8% 169,834 63.9% -7,183 -4.2% 149,915 55.9% 12,736 8.5%
Minority interests 3,702 1.0% 4,047 1.5% -345 -8.5% 3,632 1.4% 70 1.9%
Shareholders' equity 166,353 44.8% 173,881 65.4% -7,528 -4.3% 153,547 57.3% 12,805 8.3%
Total financial indebtedness 205,237 55.2% 91,882 34.6% 113,355 123.4% 114,597 42.7% 90,640 79.1%
TOTAL SOURCES 371,590 100.0% 265,763 100.0% 105,827 39.8% 268,145 100.0% 103,445 38.6%

Net invested capital grew by €105.8 million compared to 31 December 2020 due to the significant increase of €110.2 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 €4.3 million.

Net non-current assets amounted to €422,141 thousand at 30 June 2021, with an increase of €110,175 thousand (35.3%) compared to 31 December 2020 (€311,967 thousand). The change was affected by provisionally allocated goodwill arising from the acquisitions of:

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

Tinexta S.p.A. – Half-Year Financial Report at 30/06/2021

Investments in Intangible and tangible assets amounted to €6,743 thousand in the half year (€5,452 thousand in the first half of 2020) while amortisation/depreciation amounted to €9,993 thousand (€8,624 thousand in the first half of 2020).

Net working capital fell from - €29,058 thousand at 31 December 2020 to - €28,574 thousand at 30 June 2021:

  • Trade receivables and Contract assets increased by €13,626 thousand due to the balances contributed at 1 January by the companies acquired in 2021 of €25,835 thousand.
  • Trade payables increased by €7,313 thousand due to the balances contributed at 1 January by the companies acquired in 2021, equal to €9,036 thousand.
  • The increase in Contract liabilities and deferred income, equal to €13,500 thousand, is attributable for €9,207 thousand to the balances contributed at 1 January by the companies acquired in 2021.
  • The increase in Payables to employees, equal to €6,445 thousand, is attributable for €4,356 thousand to the balances contributed at 1 January by the companies acquired in 2021.

Net working capital at 30 June 2021 would have been - €31,179 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., and Trix S.r.l.) compared to - €17,486 thousand at 30 June 2020 due to the significant improvement in credit management as well as the increase in contract liabilities.

Employee benefits at 30 June 2021 amounted to €17,759 thousand (€12,923 thousand at 31 December 2020) and would have amounted to €13,290 thousand based on the same scope of consolidation of 2020. Provisions for risks and charges at 30 June 2021 amounted to €4,218 thousand and are substantially in line with the same figure at 31 December 2020 of €4,223 thousand.

Shareholders' equity decreased by €7,528 thousand due to the combined effect of:

  • the positive comprehensive income for the period of €20,801 thousand;
  • dividends for €12,573 (of which €157 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 €10,662 thousand (of which: €5,746 thousand on Corvallis Srl, €4,292 thousand on Yoroi Srl, €332 thousand on Swascan Srl, €222 thousand on Queryo Advance Srl and the remaining €70 thousand on Sixtema S.p.A., PrivacyLab Srl, Trix Srl) 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 €903 thousand in the Stock Option Reserve.

The increases in Net non-current assets (€110,175 thousand) and the decrease in Shareholders' equity (€7,528 thousand), net of cash generation produced by Net Working Capital and Provisions (€4,348 thousand), resulted in an increase of €113,355 thousand in Total financial indebtedness.

Group's total financial Indebtedness

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

€ '000 30/06
2021
31/12
2020
Change % 30/06
2020
Change %
A Cash 95,002 92,813 2,189 2.4% 36,161 58,841 162.7%
B Cash equivalents 0 0 0 n.a. 0 0 n.a.
C Other current financial assets 2,850 7,320 -4,469 -61.1% 6,622 -3,772 -57.0%
D Liquidity (A+B+C) 97,852 100,132 -2,280 -2.3% 42,784 55,069 128.7%
E Current financial debt 13,595 8,106 5,489 67.7% 18,523 -4,928 -26.6%
F Current portion of non-current financial debt 41,003 32,258 8,745 27.1% 24,585 16,419 66.8%
G Current financial indebtedness (E+F) 54,598 40,365 14,234 35.3% 43,108 11,490 26.7%
H Net current financial indebtedness (G+D) -43,254 -59,768 16,514 -27.6% 324 -43,578 -13443.4%
I Non-Current financial debt 248,491 151,650 96,842 63.9% 114,273 134,218 117.5%
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) 248,491 151,650 96,842 63.9% 114,273 134,218 117.5%
M Total financial indebtedness (H+L) (*) 205,237 91,882 113,355 123.4% 114,597 90,640 79.1%
N Other non-current financial assets 909 1,246 -337 -27.1% 1,181 -272 -23.1%
O Total adjusted financial indebtedness (M-N) 204,328 90,636 113,692 125.4% 113,416 90,912 80.2%

(*) 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 €205,237 thousand, with an increase of €113,355 thousand compared to 31 December 2020.

Composition of Total financial indebtedness:

Composition of Total financial indebtedness 30/06/2021 31/12/2020 30/06/2020
€ '000 Balance Incidence Balance Incidence Balance Incidence
Total financial indebtedness -205,237 -91,882 -114,597
Gross financial indebtedness -303,090 100.0% -192,014 100.0% -157,381 100.0%
Bank debt -202,293 66.7% -152,395 79.4% -117,546 74.7%
Payable for acquisition of equity investments -78,498 25.9% -22,226 11.6% -34,134 21.7%
Liabilities related to the purchase of minority interests -68,329 22.5% -12,554 6.5% -18,995 12.1%
Contingent consideration connected to acquisitions -7,285 2.4% -4,135 2.2% -7,956 5.1%
Price extensions granted by sellers -2,884 1.0% -5,537 2.9% -7,182 4.6%
Lease payables -16,915 5.6% -12,870 6.7% -13,992 8.9%
Other financial payables -5,384 1.8% -4,524 2.4% 8,291 -5.3%
Liquidity 97,852 100.0% 100,132 100.0% 42,784 100.0%
Cash and cash equivalents 95,002 97.1% 92,813 92.7% 36,161 84.5%
Other financial assets 2,850 2.9% 7,320 7.3% 6,622 15.5%

Change in Total financial indebtedness for the first half of 2021 compared to the first half of 2020 and the last 12 months to 30 June 2021:

€ '000 1st half 2021 1st half 2020 Last 12 months at 30 June 2021
Net financial indebtedness - opening balance 91,882 129,138 114,597
Free cash flow -29,663 -28,919 -67,452
Net financial (income) charges 1,794 419 2,839
Dividends approved 12,573 2,195 12,573
New leases and adjustments to existing contracts 1,564 70 2,768
Acquisitions 110,926 1,821 133,263
Disposals 0 0 -12,000
Adjustment of put options 10,662 406 11,582
Purchase of treasury shares 5,994 9,022 6,973
OCI Derivatives -252 392 176
Other residual -245 52 -82
Net financial indebtedness - closing balance 205,237 114,597 205,237
  • The Free Cash Flow generated during the first half-year amounted to €29,663 thousand, of which €36,405 thousand in Net cash and cash equivalents generated by operations, excluding €6,743 thousand absorbed by investments in Property, plant and equipment and Intangible assets. Free Cash Flow increased by 2.6% compared to the first half 2020 (€28,919 thousand).
  • Dividends for €12,573 thousand approved, of which €11,985 thousand from Tinexta S.p.A. (not distributed for €157 thousand) and €588 thousand from the Group's companies to minority shareholders.
  • New leases and adjustments to existing contractsresulted in a total increase in financial indebtedness of €1,564 thousand;
  • Details of the Acquisitions with their impact on Total 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
Investments in equity-accounted shareholdings 566
Total 110,926
  • Adjustment of Put options for €10,662 thousand (of which: €5,746 thousand on Corvallis Srl, €4,292 thousand on Yoroi Srl, €332 thousand on Swascan Srl, €222 thousand on Queryo Advance Srl and the remaining €70 thousand on Sixtema S.p.A., PrivacyLab Srl, Trix Srl) due to the increase in the expected results of the companies concerned, as well as the revaluation due to the passage of time;
  • During the half-year, 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 OF THE FIRST-HALF

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.) and consolidated using the equity method in the Condensed Interim Consolidated Financial Statements at 30 June 2021. With this agreement, the Tinexta Group comes to hold 51% of Camerfirma Colombia, thus acquiring control.

On 16 July 2021, through the subsidiary Warrant Hub S.p.A., an agreement was executed for the acquisition of 100% of Financial consulting Lab Srl and Financial CLab Srl for a total amount of €4.5 million. The closing of the transaction is expected to take place in October. Both companies are based in Brescia. Financial Consulting Lab Srl 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 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 options on the 25% 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.

On 21 July 2021, Tinexta S.p.A., through its subsidiary InfoCert S.p.A., finalised a binding offer, in the form of a Put Option Agreement, to the French company Oodrive S.A.S. for the acquisition of 60% of the CertEurope S.A.S. share capital. Oodrive has been owned since 2017 by Tikehau Capital, a global alternative asset management group. 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 will enter 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 CertEurope acquisition 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 EBITDA 5 of Euro 5.2 million with an EBITDA Margin of 37%.

In accordance with the French legal system, the formalisation of the definitive agreement will take place after the selling party has conducted the information-consultation process of the corporate committee. The transaction is subject to the completion of the control procedure for foreign investments in France. In accordance with the French legal system, the signing is expected to take place in September, at the end of the Hamon Law process involving the Human Resources of the acquired company and being launched today. Closing is expected to take place by the fourth quarter of 2021. This transaction is subject to the completion of antitrust and Golden Rule procedures in France.

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 first half-year results, which are in line with expectations at the beginning of the year, the Board of Directors confirms, on a like-for-like basis, consolidated revenues of €370 million and a consolidated EBITDA of approximately €96 million. The NFP/EBITDA ratio (on a like-for-like basis in the first half-year) 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.

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

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 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 June 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.

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 June 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 June 2021, 190,000 options had been allocated.

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. Reference should be made to the section "Transactions with related parties" in the Notes for further information on this matter.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

30 June 2021 Statements and Notes

Consolidated Financial Statements

Consolidated Statement of Financial Position

€ '000 Notes 30/06/2021 31/12/2020
ASSETS
Property, plant and equipment 13 23,350 18,990
Intangible assets and goodwill 14 390,828 285,106
Investment property 15 711 724
Equity-accounted investments 16 6,252 5,880
Other investments 16 93 22
Other financial assets, excluding derivative financial instruments 17 909 1,246
Deferred tax assets 18 8,623 6,041
Trade and other receivables 21 3,758 2,517
Contract cost assets 19 5,679 5,275
NON-CURRENT ASSETS 440,202 325,799
Inventories 22 1,070 1,154
Other financial assets, excluding derivative financial instruments 23 2,850 7,320
Current tax assets 24 1,588 311
- of which vs related parties 44 0 6
Trade and other receivables 21 95,613 84,110
- of which vs related parties 44 438 48
Contract assets 20 19,691 9,231
Contract cost assets 19 1,164 1,206
Cash and cash equivalents 26 95,002 92,813
CURRENT ASSETS 216,978 196,146
TOTAL ASSETS 657,179 521,945
SHAREHOLDERS' EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -15,995 -10,001
Share premium reserve 55,439 55,439
Other reserves 76,000 77,189
Shareholders' Equity attributable to the Group 162,651 169,834
Minority interests 3,702 4,047
TOTAL EQUITY 27 166,353 173,881
LIABILITIES
Provisions 28 3,721 3,471
Employee benefits 29 17,759 12,792
Financial liabilities, excluding derivative financial instruments 30 247,601 150,508
- of which vs related parties 44 1,334 2,269
Derivative financial instruments 25 890 1,142
Deferred tax liabilities 18 11,416 14,279
Contract liabilities 32 15,824 10,961
- of which vs related parties 44 40 0
Deferred income 33 6 4
NON-CURRENT LIABILITIES 297,217 193,156
Provisions 28 498 752
Employee benefits 29 0 131
Financial liabilities, excluding derivative financial instruments 30 54,598 40,365
- of which vs related parties 44 1,212 1,248
Trade and other payables 31 79,949 60,249
- of which vs related parties 44 368 280
Contract liabilities 32 54,776 46,411
- of which vs related parties 44 75 0
Deferred income 33 2,124 1,854
Current tax liabilities 24 1,665 5,147
CURRENT LIABILITIES 193,609 154,908
TOTAL LIABILITIES 490,826 348,064
TOTAL EQUITY AND LIABILITIES 657,179 521,945

Consolidated Statement of Profit or Loss and Other Comprehensive Income

Six-month period closed at 30 June
€ '000 Notes 2021 20206
Revenues 34 177,813 123,817
- of which vs related parties 44 100 78
- of which non-recurring 34 0 74
Costs of raw materials 35 5,970 4,515
Service costs 36 56,111 39,905
- of which vs related parties 44 1,032 802
- of which non-recurring 36 1,115 526
Personnel costs 37 70,453 40,239
Contract costs 38 4,050 3,831
Other operating costs 39 958 915
- of which vs related parties 44 1 1
Amortisation and depreciation 40 12,754 10,598
Provisions 40 444 360
Impairment 40 670 1,878
Total Costs 151,410 102,241
OPERATING PROFIT 26,403 21,576
Financial income 83 951
- of which non-recurring 0 710
Financial charges 1,877 1,370
- of which vs related parties 26 22
Net financial income (charges) 41 -1,794 -419
Share of profit of equity-accounted investments, net of tax 16 -180 91
PROFIT BEFORE TAX 24,429 21,248
Income taxes 42 3,787 5,312
- of which non-recurring 42 -4,317 -1,018
NET PROFIT FROM CONTINUING OPERATIONS 20,641 15,936
Profit (loss) from discontinued operations 0 0
NET PROFIT 20,641 15,936
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 -17 -21
Profits (losses) from measurement at fair value of derivative financial
instruments 25 252 -392
Equity-accounted investments - share of Other comprehensive income 16 -15 -5
Tax effect -60 94
Total components that may be later reclassified to profit or loss 160 -324
Total other components of comprehensive income, net of tax 160 -324
Total comprehensive income for the period 20,801 15,612
Net profit attributable to:
Group 20,361 15,735
Minority interests 281 201
Total comprehensive income for the period attributable to:
Group 20,532 15,427
Minority interests 270 186
Earnings per share
Basic earnings per Share (€) 43 0.44 0.33
Diluted earnings per Share (€) 43 0.43 0.33

6 The comparative data for the first six 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.

Consolidated Statement of Changes in Equity

Six-month period closed at 30 June 2021
€ '000 Share
capital
Treasury
shares
Legal
reserve
Share
premium
reserve
Hedging
derivative
s reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserve
s
Shareholde
rs' Equity
attributable
to the
Group
Minority
interests
Consolidate
d
Shareholder
s' 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 20,361 20,361 281 20,641
Other components of the comprehensive income statement 191 -20 171 -11 160
Total comprehensive income for the period 0 0 0 0 191 0 0 20,340 20,532 270 20,801
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 -5,994 -5,994
Put adjustment on minority interests -10,662 -10,662 0 -10,662
Stock Options 901 901 1 903
Acquisitions of minority interests in subsidiaries 26 26 -28 -3
Total transactions with Shareholders 0 -5,994 1,359 0 0 0 901 -23,981 -27,715 -615 -28,330
Balance at 30 June 2021 47,207 -15,995 5,673 55,439 -672 -1,061 1,809 70,251 162,651 3,702 166,353
Six-month period closed at 30 June 2020
€ '000 Share
capital
Treasury
shares
Legal
reserve
Share
premium
reserve
Hedging
derivative
s reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserve
s
Shareholde
rs' Equity
attributable
to the
Group
Minority
interests
Consolidate
d
Shareholder
s' equity
Balance at 1 January 2020 47,207 0 3,112 55,439 -241 -846 0 40,896 145,567 3,859 149,426
Comprehensive income for the period
Profit for the period 15,735 15,735 201 15,936
Other components of the comprehensive income statement -298 -11 -309 -15 -324
Total comprehensive income for the period 0 0 0 0 -298 0 0 15,724 15,427 186 15,612
Transactions with Shareholders
Dividends -1,682 -1,682 -513 -2,195
Allocation to legal reserve 1,202 -1,202 0 0
Purchase of treasury shares -9,022 -9,022 -9,022
Put adjustment on minority interests -406 -406 -406
Acquisitions 0 100 100
Stock Options 39 39 39
Acquisitions of minority interests in subsidiaries -7 -7 -7
Total transactions with Shareholders 0 -9,022 1,202 0 0 0 39 -3,297 -11,078 -413 -11,491
Balance at 30 June 2020 47,207 -9,022 4,315 55,439 -539 -846 39 53,323 149,915 3,632 153,547

Consolidated Statement of Cash Flows

(€ '000) Six-month period closed at 30 June
Notes 2021 2020
Cash flows from operations
Net Profit 20,641 15,936
Adjustments for:
- Amortisation and depreciation 40 12,754 10,598
- Impairment (Revaluations) 40 670 1,878
- Provisions 40 444 360
- Provisions for Stock Options 37 903 39
- Net financial charges 41 1,794 419
-
of which vs. related parties
44 26 22
- Share of profit of equity-accounted investments 16 180 -91
- Income taxes 42 3,787 5,312
Changes in:
- Inventories 22 85 -53
- Contract cost assets 19 -362 352
- Trade and other receivables and Contract assets 20.21 5,925 1,843
-
of which vs. related parties
44 -390 121
- Trade and other payables 31 -695 -3,778
-
of which vs. related parties
44 88 88
- Provisions and employee benefits 28.29 -23 345
- Contract liabilities and deferred income. including public contributions 32.33 4,293 6,435
-
of which vs. related parties
44 115 -9
Cash and cash equivalents generated by operations 50,396 39,594
Income taxes paid -13,990 -5,223
Net cash and cash equivalents generated by operations 36,405 34,371
Cash flows from investments
Interest collected 7 22
Collections from sale or repayment of financial assets 4,868 210
Investments in equity-accounted shareholdings 16 -566 0
Investments in property, plant and equipment 13 -662 -563
Investments in other financial assets -72 -233
Investments in intangible assets 14 -6,081 -4,889
Increases in the scope of consolidation, net of liquidity acquired -47,426 -452
Net cash and cash equivalents generated/(absorbed) by investments -49,932 -5,905
Cash flows from financing
Purchase of minority interests in subsidiaries -3 -2,400
Interest paid -1,177 -1,082
-
of which vs. related parties
-31 -22
MLT bank loans taken out 30 62,605 10,035
Repayment of MLT bank loans 30 -13,088 -6,718
Repayment of price deferment liabilities on acquisitions of equity investments 30 -2,602 -2,548
-
of which vs. related parties
-665 0
Repayment of contingent consideration liabilities 30 -1,616 -7,581
Change in other current bank payables 30 -7,384 -2,673
Change in other financial payables 30 296 169
Repayment of lease liabilities 30 -2,813 -1,891
-
of which vs. related parties
-293 -286
Purchase of treasury shares 27 -5,994 -9,022
Capital increases (decreases) - subsidiaries -91 0
Dividends paid -12,416 -2,195
Net cash and cash equivalents generated/(absorbed) by financing 15,716 -25,905
Net increase (decrease) in cash and cash equivalents 2,189 2,561
Cash and cash equivalents at 1 January 26 92,813 33,600
Cash and cash equivalents at 30 June 26 95,002 36,161

Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2021

IMPLICATIONS OF THE COVID-19 PANDEMIC ON THE CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2021

The Tinexta Group monitors the evolution of the Covid-19 pandemic at all its sites, adopting measures to prevent, control and contain contagions and aiming at protecting the health of its employees and collaborators.

The results of the first half of the year show the Tinexta Group's resilience, which in the first months of 2020 had been marginally affected by the pandemic crisis. All the indicators were positive and confirm the stable growth of Group business activities.

Based on the information available and in consideration of the fact that the analysis carried out aimed at ascertaining whether significant events have occurred that indicate the existence of any impairment losses (trigger event) did not reveal the presence of impairment indicators, it was not decided to proceed with the preparation of impairment tests, which will therefore be carried out when preparing the consolidated financial statements at year-end.

From the analyses carried out within the Tinexta Group, there is no significant uncertainty regarding events or circumstances, including those related to the Covid-19 pandemic, which may give rise to significant doubts on the ability of the Parent Company and the Group to continue to operate as a going concern.

1. ENTITY THAT PREPARES THE FINANCIAL STATEMENTS

Tinexta S.p.A. (the "Parent Company" or "Company") is based in Italy. This Condensed Interim Consolidated Financial Statements at 30 June 2021 include the condensed interim financial statements of the Parent Company and the six-monthly financial statements of its subsidiaries prepared by the directors of the individual consolidated companies (together, the "Group"). The Group is mainly active in the Digital Trust, Cybersecurity, Credit Information & Management and Innovation & Marketing Services sectors. These Condensed Interim Consolidated Financial Statements at 30 June 2021 were approved and authorised for publication by the Board of Directors of Tinexta S.p.A. at its meeting on 3 August 2021.

The shares of the Parent Company are listed on the Electronic Equity Market (MTA) managed by Borsa Italiana S.p.A., STAR segment. At the date of preparation of these Condensed Interim Consolidated Financial Statements, Tecno Holding S.p.A. (the "Ultimate Parent") is the shareholder with an absolute majority of Tinexta S.p.A. shares. The Ultimate Parent does not exercise management nor coordination activities for Tinexta.

2. PREPARATION CRITERIA AND COMPLIANCE WITH IFRS

These Condensed Interim Consolidated Financial Statements prepared in accordance with Article 154-ter of Italian Legislative Decree no. 58/98 - Consolidated Financial Act - and subsequent amendments and additions, have been prepared in accordance with the International Financial Reporting Standards (IFRS), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), approved by the European Commission and in force at the reporting date, as well as the previous International Accounting Standards (IAS). In particular, these Condensed Interim Consolidated Financial Statements prepared in accordance with IAS 34 "Interim Financial Reporting" do not include all the information required for annual financial statements

and must be read together with the Consolidated Financial Statements for the year ended 31 December 2020 (the "most recent financial statements") filed at the company's registered headquarters and available on the company website www.tinexta.com.

While not including all the information required for complete disclosure of the Financial Statements, they include specific notes to explain the events and transactions that are relevant for an understanding of the changes

in the Statement of financial position and the performance of the Group since the last Financial Statements. The Financial Statements are consistent with those that make up the annual Consolidated Financial Statements.

3. PRESENTATION CRITERIA

The Condensed Interim Consolidated Financial Statements consist of the Consolidated Statement of Financial Position, Consolidated Statement of profit/(loss) and other comprehensive income, Consolidated Statement of changes in Shareholders' Equity, Consolidated Statement of Cash Flows and these Notes.

  • The Consolidated Statement of Financial Position has been prepared by classifying assets and liabilities according to the "current/non-current" criteria;
  • The Consolidated Statement of Profit/(Loss) and Other comprehensive income is classified on the basis of the nature of costs;
  • The Consolidated Statement of Cash Flows is presented using the indirect method.

In accordance with CONSOB Resolution no. 15519 of 28 July 2006, the Statement of Profit/(Loss) separately identifies, if any, income and charges arising from non-recurring transactions; similarly, shown separately in the Financial Statements are the Balances of transactions with Related Parties which are further described in Note 44. Transactions with related parties.

The Condensed Consolidated Interim Financial Statements are presented in Euro, i.e. the functional currency of the Parent Company and of its subsidiaries (except for Camerfirma Perù S.A.C., whose functional currency is the Peruvian Nuevo Sol - PEN and Europroject OOD whose functional currency is the Bulgarian Lev - BGN) and all values are expressed in thousands of Euro, unless otherwise indicated.

The accounting standards adopted for the preparation of these Condensed Interim Consolidated Financial Statements are the same as those adopted for the drafting of the Group's annual Consolidated Financial Statements for the year ended 31 December 2020, with the exception of the new standards applied from 1 January 2021 (indicated in Note 7. New standards or amendments for 2021 and future requirements.

4. SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA

The Condensed Interim Consolidated Financial Statements include the Condensed Interim Financial Statements of the Parent Company Tinexta S.p.A. and the six-monthly financial statements of the companies on which the Company has the right to exercise control, directly or indirectly, as defined by IFRS 10 "Consolidated Financial Statements" drawn up by the Directors of the individual consolidated companies.

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.

List of companies consolidated on a line-by-line basis or using the equity method at 30 June 2021:
---------------------------------------------------------------------------------------------------- --
at 30 June 2021
Share capital
Company Registered office Amount
€ '000
Curre
ncy
%
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) 3,000 100.00% n.a. 100.00% 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. 100.00% Line-by-line
Innolva Relazioni Investigative S.r.l. Brescia 10 100.00% Innolva S.p.A. 100.00% 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. 30.00% 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

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.

The accounting positions of subsidiaries are consolidated from the date on which control was acquired.

All interim accounting positions used for the preparation of the Condensed Interim Consolidated Financial Statements have been drafted at 30 June 2021 and adjusted, where necessary, to make them consistent with the accounting standards applied by the Parent Company.

The criteria adopted for line-by-line consolidation are the following:

• assets and liabilities, charges and income of the subsidiaries are consolidated line by line, attributing to the minority interests, if applicable, the portion of Shareholders' Equity and Net Profit for the period that pertains to them; these portions are shown separately within Shareholders' Equity and the Income Statement.

  • business combinations are recognised in accordance with the provisions of IFRS 3 Business Combinations according to the Acquisition method. The cost of acquisition is represented by the current value ("fair value") at the time of the acquisition of the assets sold, the liabilities taken on and the equity instruments issued. The identifiable assets, liabilities and potential liabilities acquired are recognised at their current value at the time of the acquisition, with the exception of deferred tax assets and liabilities, assets and liabilities for employee benefit obligations, and assets held for sale, which are recognised on the basis of the corresponding reference accounting standards. The difference between the cost of acquisition and the current value of the assets and liabilities acquired is recognised as goodwill in intangible assets, if positive; if negative, after checking the correct measurement of the current values of the assets and liabilities acquired and the acquisition cost, it is recognised directly in the Income Statement, as income.
  • The accessory charges related to the acquisition are recognised in the Income Statement at the time in which the services are provided.
  • In the case of purchase of controlling interests of less than 100% of share capital, goodwill is recognised only for the part attributable to the Parent Company. The value of minority interests is calculated in proportion to the portions of equity investment held by third parties in the net identifiable assets of the acquired company.
  • If the business combination was carried out in multiple stages, at the time of the acquisition of the control the equity investments previously held are re-measured at fair value and any difference (positive or negative) is recognised in the Income Statement.
  • In the case of the purchase of minority interests, after control has been obtained, the positive differential between acquisition cost and the carrying amount of the minority interests acquired is deducted from the shareholders' equity of the Parent Company. In the case of sales of equity investments that do not involve a loss of control, instead, the difference between sale price and carrying amount of the equity investments sold is recognised directly to Shareholders' Equity (as an increase), without passing through the Income Statement.
  • The items deriving from relations between the consolidated companies are cancelled, especially those deriving from outstanding receivables and payables at the end of the period, costs and revenues as well as financial charges and income recognised in the Income Statements of these companies. Realised profits and losses between the consolidated companies with the related tax adjustments are also cancelled.

ASSOCIATED COMPANIES

Associated companies are those on which the Group exercises a significant influence, which is assumed to exist when the equity investment holds between 20% and 50% of voting rights. Equity investments in associated companies are valued with the equity method and are initially recognised at cost. The equity method is described below:

  • the carrying amount of the equity investments is aligned with the Shareholders' Equity adjusted, if necessary, to reflect the application of IFRS and includes the recognition of the greater/lower values allocated to the assets and to the liabilities, and any goodwill identified at the time of the acquisition;
  • the profits or losses attributable to the Group are recognised from the date on which the significant influence starts and until the date the significant influence ceases. If, as a result of the losses, the Company measured with the method in question reports negative shareholders' equity, the carrying value of the equity investment is cancelled and any excess attributable to the Group, where the latter is committed to fulfil legal or implicit obligations of the associated company, or in any case to cover its losses, is recognised in a specific reserve; the changes in the shareholders' equity of the Company valued with the equity method are not represented in the Income Statement, but are recognised directly among the other components of comprehensive income;
  • unrealised profits and losses on transactions carried out between the Company/subsidiaries and the associated company measured with the equity method, including distributed dividends, are eliminated on the basis of the value of the equity investment of the Group in the associated company, excluding losses if these are representative of a decrease in value of the underlying assets.

5. TRANSLATION OF FINANCIAL STATEMENTS EXPRESSED IN CURRENCIES OTHER THAN THE PRESENTATION CURRENCY

The rules for the translation of the Financial Statements expressed in currencies different from the currency of presentation (excluding situations in which the currency belongs to a hyper-inflation country, which is not the case for the Group), are the following:

• assets and liabilities included in the statements presented have been converted at the exchange rate on the closing date of the period;

• costs and revenues, expenses and income, included in the statements presented are translated at the average exchange rate for the period, or at the exchange rate on the transaction date if it differs significantly from the average exchange rate;

• "conversion reserve" includes both the exchange rate differences generated from the conversion of economic amounts at an exchange rate different from the closing exchange rate and those generated from the conversion of opening shareholders' equity at a different exchange rate than that of the closing of the reporting period. The translation reserve is transferred to the Income Statement at the time of the full or partial sale of the equity investment when this sale involves the loss of control.

Goodwill and the adjustments deriving from the measurement at fair value of the assets and liabilities resulting from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the end of period exchange rate.

6. SEGMENT REPORTING

Information regarding the business segments has been prepared in accordance with IFRS 8 "Operating Segments", which provides information consistently with the manner adopted by management to make operating decisions. Therefore, the identification of the operating segments and the information presented are defined on the basis of the internal reports used by the management to allocate resources to the different units and to analyse their performance.

An operating segment is defined by IFRS 8 as the component of an entity (i) that carries out business activities generating revenues and costs (including revenues and costs for transactions with other components of the same entity); (ii) the operating results of which are reviewed regularly at the highest decisional level of the entity to make decisions on the resources to be allocated to the sector and the measurement of the performance; (iii) for which separate financial statement information is available.

The operating units identified by management, which encompass all the services and products provided to the customers, are:

  • Digital Trust
  • Cybersecurity
  • Credit Information & Management
  • Innovation & Marketing Services

With respect to first half of 2020, the consolidated income statement data of first half 2021 include:

  • the balances of Corvallis S.r.l. (Cybersecurity segment) consolidated as from 1 January 2021;
  • the balances of Yoroi S.r.l. (Cybersecurity segment) consolidated as from 1 January 2021;
  • the balances of Swascan S.r.l. (Cybersecurity segment) consolidated as from 1 October 2020;
  • the balances of Tinexta Cyber S.p.A. (Cybersecurity segment) established on 1 January 2021;
  • the balances of Queryo Advance S.r.l. (Innovation & Marketing Services segment) consolidated as from 1 January 2021;
  • the balances of Euroquality SAS and Europroject OOD (Innovation & Marketing Services segment) consolidated as from 31 December 2020;

• the balances of Trix S.r.l. (Innovation & Marketing Services segment) established on 16 December 2020;

The results of the operating segments are measured and revised periodically by management by analysing trends in Revenues and EBITDA, defined as "Net Profit" before "Tax", "Net financial income (charges)", "Portion of profits from equity-accounted investments", "Amortisation/depreciation", "Provisions" and "Impairment", i.e., as "Revenues" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".

In particular, management believes that EBITDA provides a good indication of performance as it is not affected by tax regulations and amortisation and depreciation policies.

€ '000
Six-month period closed
at 30 June
Digital Trust Cybersecurity Credit Information &
Management
Innovation &
Marketing Services
Other sectors
(Holding costs)
Total
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Segment revenues 63,618 55,433 34,623 0 38,706 35,273 41,664 33,700 1,178 1,060 179,788 125,466
Intra-segment revenues 205 337 190 0 345 236 58 15 1,178 1,060 1,975 1,648
Revenues from third
parties
63,413 55,096 34,433 0 38,360 35,037 41,606 33,685 1 0 177,813 123,817
EBITDA7 14,840 13,998 3,353 0 16,734 14,726 16,734 14,726 -5,612 -4,467 40,270 34,412
Amortisation and depreciation, provisions and impairment 13,867 12,836
Operating profit 26,403 21,576
Net financial income (charges) -1,794 -419
Profit of equity-accounted investments -180 91
Profit before tax 24,429 21,248
Income taxes 3,787 5,312
Net profit 20,641 15,936

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

Breakdown of the assets and liabilities by operating segment:

€ '000 Digital Trust Cybersecurity Management Credit Information & Marketing Services Innovation & Other sectors
(Parent Company)
Total
30/06/2021 31/12/2020 30/06/2021 31/12/2020 30/06/2021 31/12/2020 30/06/2021 31/12/2020 30/06/2021 31/12/2020 30/06/2021 31/12/2020
€ '000
Assets 151,448 153,351 146,854 14,675 160,257 161,014 164,892 170,852 33,729 22,053 657,179 521,945
Liabilities 112,549 109,009 115,009 11,378 54,562 57,524 113,708 114,359 94,998 55,794 490,826 348,064

7. NEW STANDARDS OR AMENDMENTS FOR 2021 AND FUTURE REQUIREMENTS

  • a) From 1 January 2021, the Group has adopted the following new accounting standards:
  • Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39, IAS 37 Interest Rate Benchmark Reform Phase 2. On 27 August 2020, the IASB published some amendments regarding the following accounting standards:
    • IFRS 4 Insurance Contracts
    • IFRS 7 Financial Instruments Disclosures
    • IFRS 9 Financial Instruments

7 EBITDA: is defined 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".

  • IFRS 16 Leases

  • IAS 39 Financial Instruments: Recognition and Measurement.

The objective of this document is to modify the standards to include some practical expedients and facilitations in order to limit the accounting impacts of the IBOR reform. The amendments apply to Financial Statements for years beginning 1 January 2021 or later.

The adoption of the new standards applicable from 1 January 2021 had no impact.

b) Accounting standards, amendments and interpretations not yet endorsed by the European Union:

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

  • On 23 January 2020, the IASB published some amendments to IAS 1. The document "Presentation of Financial Statements: Classification of Liabilities as Current or Non-current" requires that a liability should be classified as current or non-current according to the rights existing as at the reporting date. In addition, it sets out that the classification is not impacted by the entity's expectation of exercising its rights to defer settlement of the liability. It clarifies also that this provision refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The changes should have come into force from 1 January 2022, however, the IASB, with a second document published on 15 June 2020, postponed their entry into force to 1 January 2023. Early application is permitted.
  • On 14 May 2020, the IASB published the Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements 2018-2020 with the aim of making specific amendments to these standards. The amendments apply to Financial Statements relating to years beginning on 1 January 2022 or later.

The potential impact that the accounting standards, amendments and interpretations to be applied in the near future may have on the financial reporting of the Group are being examined and assessed.

8. USE OF ESTIMATES

In drafting these Condensed Interim Consolidated Financial Statements, in application of the reference accounting standards, the Directors had to formulate assessments, estimates and assumptions, which influence the amounts of the assets, liabilities, and costs and revenues recognised in the financial statements, as well as the disclosure provided. Therefore, the final results of the Financial Statements items for which said estimates were used could differ from those reported in these Condensed Interim Consolidated Financial Statements, given the uncertainty that characterises the assumptions and the hypotheses on which the estimates are based.

The accounting standards and the financial statement items that involve a greater subjectivity by the Directors in the estimation process are the following:

Intangible assets with indefinite life: goodwill is assessed on an annual basis, to identify whether there is an impairment that should be recognised in the Income Statement. Specifically, the assessment in question requires the calculation of the recoverable amount of the CGU (Cash Generating Unit) to which goodwill is allocated. The recoverable amount is calculated by estimating the value in use or the fair value net of disposal costs; if the recoverable amount is less than the carrying amount of the CGU, goodwill is written down. The calculation of the recoverable amount of the CGU requires estimates based on factors that may change over time, with a potentially significant impact on the assessments carried out by Directors.

With particular reference to the determination of the value in use with the method of discounting expected future cash flows, it should be noted that this method is characterised by a high degree of complexity and by the use of estimates, which are uncertain and subjective by nature, approximately:

  • o the cash flows expected from the CGUs, determined taking into account the general economic performance of the sector to which they belong, the cash flows recorded in the last few years and the forecast growth rates;
  • o the financial parameters used to determine the discount rate.
  • Allocation of the price paid for the acquisition of control over an entity (purchase price allocation): in terms of business combinations, in exchange for the consideration transferred for the acquisition of control over a company, the identifiable assets acquired and the liabilities assumed are recognised in the Consolidated Financial Statements at current values (fair value) at the acquisition date, through a purchase price allocation process. During the measurement period, the determination of such current values entails the assumption of an estimate by the directors relating to the information available on all facts and circumstances existing at the date of acquisition, which may have effects on the value of the assets acquired and the liabilities assumed.
  • Impairment of fixed assets: property, plant and equipment and intangible assets with finite useful life are assessed to establish whether there was a decrease in value, to be recognised through impairment, if there are indications that it will be difficult to recover their net accounting value through use. To establish the presence of said indications, Directors must make subjective assessments on the basis of information available within the Company and the market, as well as historical experience. Moreover, if it is determined that a potential impairment loss may be generated, this loss is calculated using appropriate measurement techniques. The correct identification of the factors indicating the occurrence of a potential decrease in value, as well as the estimates for the calculation of these depend on factors that may vary over time, affecting the assessments and estimates carried out by the Directors.
  • Measurement at fair value: in measuring the fair value of an asset or liability, the Company makes use of observable market data as far as possible. Fair values are allocated to different hierarchical levels on the basis of the input data used in the valuation techniques.
  • The measurement of lease liabilities: the measurement of lease liabilities is affected by the duration of the lease, understood as the non-cancellable leasing period to which these two periods must be added: a) periods covered by a leasing extension option if the lessee has the reasonable certainty to exercise this option; and b) periods covered by the option of terminating the lease, if the lessee has the reasonable certainty not to exercise the option. The assessment of the duration of the lease entails the use of estimates based on factors that may change over time, with a potentially significant impact on the assessments carried out by the Directors.
  • Valuation of the provision for expected impairment of commercial receivables: the Group uses an allocation matrix based on historical experience to estimate expected losses on receivables. Depending on the type of customer, the Group may use groupings if the historical experience for credit losses is significantly different than the loss models by different customer segments. Estimates and assumptions are periodically reviewed, and the effects of each change are reflected in the income statement for that period.
  • Valuation of the defined-benefit plans: actuarial valuation requires the formulation of various assumptions that may differ from actual future developments. The results depend on the technical basis adopted such as, among others, the actualisation rate, the inflation rate, the wage increase rate and the expected turnover. All assumptions are reviewed on an annual basis.

9. MANAGEMENT OF FINANCIAL RISK

The Group is exposed to financial risks connected with its operations, especially to the following:

  • interest rate risks, from the financial exposure of the Group;
  • exchange rate risks, from operations in currencies different from the functional currency;
  • liquidity risks, related to the availability of financial resources and access to credit markets;
  • credit risks, resulting from normal business transactions or liquidity management activities.

The Tinexta Group monitors each financial risk closely, intervening with the objective of minimising them promptly also by making use of hedging derivatives.

Exchange rate risk

The exposure to the risk of changes in exchange rates derives from the execution of activities in currencies different from the Euro. The Group carries out most of its activity in Italy, and in any case most of the sales or purchases of services with foreign countries are carried out with EU countries and the transactions are settled almost exclusively in Euro; therefore, it is not greatly exposed to the risk of fluctuation of the exchange rates of foreign currencies against the Euro. To be noted is an exposure in PEN (Peruvian Nuevo Sol) referring to the activities carried out by Camerfirma Perù S.A.C. in its national territory, and in BGN (Bulgarian Lev) referring to the activity undertaken by Europroject OOD in its territory. Therefore, considering the very limited exposure to foreign currencies, at the Group level, no exchange rate hedging has been set up.

Interest rate risk

The Group uses external financial resources in the form of debt and deposits the liquidity in bank deposits. Changes in market interest rates influence the cost and return of the different types of borrowing and depositing and therefore have an impact on the level of the financial charges and income.

Being exposed to interest rate fluctuations with regard to the extent of the financial charges incurred to borrow funds, the Group periodically reviews its exposure to the risk of changes in interest rates and actively manages it also by making use of interest rate derivatives, specifically Interest Rate Swaps (IRS), Interest Rate Floors(Floors), Interest Rate Caps (Caps) and Interest Rate Collars (Collars) purely for hedging purposes. Cash and cash equivalents are mainly represented by deposits on floating rate bank accounts with no term restriction, and therefore their fair value is equivalent to the value recognised in the financial statements; it should be noted that in this particular market context, with negative monetary rates, the counterparty banks have not yet transferred the negative rates to the accounts of the Group, which currently receives a positive or zero rate on its cash. The interest rate benchmark to which the Group is most exposed on indebtedness is the 6-month Euribor. Therefore, the risk of interest rate appears adequately monitored, owing to the current forecast of short-term stability and moderate growth in the medium to long term for the 6-month Euribor index (forward rates curve) and the structure of the debt portfolio.

Bank loans as at 30 June 2021
€ '000
Cash flow hedge derivatives
Notional values by type at 30 June 2021
Nominal
amount
IRS Capped
Swap
Collar Total
Floating rate loans 201,809 79,640 65,081 28,858 173,579
Fixed rate loans 3,076 0
204,885 79,640 65,081 28,858 173,579

The Cash Flow Hedge strategy on bank loans at 30 June 2021:

The hedging rate of floating-rate bank loans is 86.0%.

Credit risk

Financial credit risk results from the inability of a counterparty to fulfil its obligations. At 30 June 2021, the liquidity of the Group was deposited in bank accounts held at prime credit institutions.

Trade credit risk derives essentially from receivables from customers. To mitigate credit risk from trade counterparties, the Group has implemented internal procedures requiring a preliminary assessment of the solvency of the client before accepting a contract, through a scoring analysis. Another procedure was adopted for the recovery and management of trade receivables, which provides for

written reminders to be sent in the case of late payments and gradually more targeted actions (letters, phone telephone reminders, legal action). The Group uses an allocation matrix to calculate the expected losses, based on historical data. Depending on the type of customer, the Group may use groupings if the historical experience for credit losses is significantly different than the loss models by different customer segments.

The table is in Note 21. Trade and other receivables provides a breakdown of current receivables from customers at 30 June 2021, grouped by maturity, gross and net of the related bad debts provision.

Liquidity risk

Liquidity risk may take the form of an inability to promptly raise, at market conditions, the financial resources needed for the Group to operate. The two main factors that influence the liquidity of the Group are:

  • (i) the financial resources generated or absorbed by operating and investing activities;
  • (ii) the maturity of financial debt.

Liquidity risk is managed through careful control of operating cash flows and use of a cash pooling system between the Group companies. The liquidity requirements of the Group are monitored by the Group treasury function, with the objective of ensuring that financial resources can be effectively and promptly obtained and an adequate investment/return of liquidity.

The management believes that the cash and the credit lines currently available, in addition to those that will be generated by operating and financing activities, will allow the Group to meet its requirements, deriving from investing activities, management of working capital and repayment of loans at their contractual maturity.

The table is in Note 30. Financial liabilities, excluding derivative financial instruments, the financial liabilities recognised in the Condensed Interim Consolidated Financial Statements at 30 June 2021 are summarised and classified according to contractual maturity.

10. CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES

Reconciliation between financial asset and liability classes as identified in the Statement of Financial Position of the Company and the types of financial assets and liabilities identified on the basis of IFRS 7 requirements:

€ '000 Assets
measured at fair
value and
recognised in
the Income
Statement
Assets/Liabilities
designated at
fair value and
recognised in the
Income
Statement
Liabilities held
for trading
measured at fair
value and
recognised in the
Income
Statement
Fair Value
Hedging
instruments
Assets/Liabilities
measured at
amortised cost
Assets
measured
at fair value
through
OCI
Investments in
instruments
representing OCI
capital
Total
NON-CURRENT ASSETS 0 0 0 0 4,667 0 0 4,667
Other financial assets, excluding derivative
financial instruments
0 0 0 0 909 0 0 909
Trade and other receivables 0 0 0 0 3,758 0 0 3,758
CURRENT ASSETS 0 2,469 0 0 190,996 0 0 193,465
Other financial assets, excluding derivative
financial instruments
0 2,469 0 0 381 0 0 2,850
Trade and other receivables 0 0 0 0 95,613 0 0 95,613
Cash and cash equivalents 0 0 0 0 95,002 0 0 95,002
NON-CURRENT LIABILITIES 0 67,186 0 890 180,415 0 0 248,491
Financial liabilities, excluding derivative financial
instruments
0 67,186* 0 0 180,415 0 0 247,601
Derivative financial instruments 0 0 0 890 0 0 0 890
CURRENT LIABILITIES 0 8,428 0 0 126,119 0 0 134,547
Financial liabilities, excluding derivative financial
instruments
0 8,428* 0 0 46,170 0 0 54,598
Trade and other payables 0 0 0 0 79,949 0 0 79,949

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

11. FAIR VALUE HIERARCHY

Fair value hierarchy for assets and liabilities of the Group:

€ '000 Fair Value
Level 1 Level 2 Level 3 Total
CURRENT ASSETS 2,469 0 0 2,469
Other financial assets, excluding derivative financial instruments 2,469 0 0 2,469
Capitalisation policy 2,469 0 2,469
Derivative financial instruments 0 0
NON-CURRENT LIABILITIES 0 890 67,186 68,076
Derivative financial instruments 890 890
Other financial liabilities, excluding derivative financial instruments 0 0 67,186 67,186
Liabilities for put options 67,126 67,126
Contingent consideration 60 60
CURRENT LIABILITIES 0 0 8,428 8,428
Other financial liabilities, excluding derivative financial instruments 0 0 8,428 8,428
Liabilities for put options 1,203 1,203
Contingent consideration 7,225 7,225

12. BUSINESS COMBINATIONS

BUSINESS COMBINATIONS FOR WHICH ACCOUNTING RECOGNITION HAS NOT BEEN COMPLETED

Acquisition of Swascan S.r.l.

On 20 October 2020, Tinexta S.p.A. completed the acquisition of 51% of the share capital of Swascan S.r.l., which is part of the project to create a new national hub of digital identity and digital security services. Swascan S.r.l., with registered office in Milan, is an innovative Italian Cybersecurity company, owner of the Swascan Cloud Security Testing platform and of a recognised Cyber Competence Centre. The combination of the "SaaS ready to use" platform and vertical and highly specialised skills make it a point of reference for small and medium-sized enterprises for IT security and legislative compliance requirements.

An advance payment on the acquisition price equal to 51% of the share capital of Swascan was made on the closing date, amounting to €2,100 thousand. As regards this transaction, it was established that with the approval of the financial statements at 31 December 2020, an earn-out would be recognised, calculated on the basis of 2020 EBITDA (contractually defined). This earn-out is currently estimated at €2,061 thousand, and takes account of the price adjustment deriving from the net financial position at closing. The accessory charges to the acquisition amounted to €101 thousand and were fully recognised in 2020.

On the remaining 49% held by the selling shareholders, put-and-call options are provided that they can be exercised after approval of the 2023 financial statements, at a price calculated on the basis of a multiple of Swascan S.r.l.'s 2023 EBITDA (contractually defined), taking into account the NFP (contractually defined), currently estimated at €12,824 thousand.

The company was therefore consolidated on a line-by-line basis as from 1 October 2020 and contributed €1,753 thousand to the Tinexta Group's first-half of 2021 revenue and €62 thousand to consolidated net profit.

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

€ '000 Cash and cash equivalents for 51% 2,100 Contingent consideration on 51% 2,061 Current value of exercise price of Put & Call options on 49% 9,534 Total consideration transferred 13,695

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

€ '000 Book values
Property, plant and equipment 129
Intangible assets 472
Current and deferred tax assets 11
Trade and other receivables 1,207
Cash and cash equivalents 123
Total assets acquired 1,944
Employee benefits 38
Non-current financial liabilities 154
Current financial liabilities 40
Trade and other payables 853
Contract liabilities 21
Current and deferred tax liabilities 70
Total liabilities assumed 1,175
Net assets acquired 768

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

Goodwill 12,927
Net assets acquired 768
Total consideration transferred 13,695
€ '000

The net cash flow, at the acquisition date, deriving from consolidation of the company is shown below:

€ '000
Consideration paid on closing -2,100
Cash and cash equivalents acquired 123
Net cash flow deriving from consolidation -1,977

Acquisition of Euroquality SAS and Europroject OOD

On 11 November 2020, Warrant Hub S.p.A. finalised the acquisition of Euroquality SAS (Euroquality), based in Paris, and the affiliate Europroject OOD (Europroject), based in Sofia (Bulgaria), consulting companies specialised in supporting the customers in accessing European funds for innovation. The acquisition is part of the process of geographical expansion of the Warrant Group, giving priority to countries such as France, which has an entrepreneurial fabric and a legislative framework similar to those of the Italian market.

The two companies were therefore consolidated on a line-by-line basis as from 31 December 2020 and contributed €1,639 thousand to the Tinexta Group's first-half of 2021 revenue and €423 thousand to consolidated net profit.

The consideration for the acquisition of both companies was set at €1,988 thousand paid at closing, plus total price adjustments estimated at €2,114 thousand, of which €1,616 thousand already paid in the first half of 2021. Following the payment of such contingent consideration, the amount of €350 thousand paid in 2020 to an independent third party, in compliance with the contractual agreements, was released to guarantee part of the contingent consideration on 2020 results; this amount was recorded under Other current financial assets at 31 December 2020.

A portion of the purchase price paid, amounting to €500 thousand, was paid to an independent third party, in compliance with contractual agreements, to guarantee the contractual guarantee commitments undertaken by the sellers.

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

Total consideration transferred 4,062
Contingent consideration 2,074
Cash paid at closing 1,988
€ '000

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

€ '000 Book values EQ Book values EP IC adjustments Sum
Property, plant and equipment 303 3 306
Non-current financial assets 32 0 -2 31
Trade and other receivables 762 85 -30 817
Cash and cash equivalents 1,291 134 1,425
Current and deferred tax assets 10 0 10
Total assets acquired 2,399 222 -31 2,590
Non-current financial liabilities 203 0 203
Current financial liabilities 513 90 603
Trade and other payables 313 75 -30 358
Contract liabilities 9 0 9
Current and deferred tax liabilities 0 1 1
Total liabilities assumed 1,038 165 -30 1,174
Net assets acquired 1,361 57 -2 1,416

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

€ '000
Total consideration transferred 4,062
Net assets acquired 1,416
Goodwill 2,646

Acquisition of Corvallis S.r.l.

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 divisions and the research and development activities of Corvallis S.p.A., and all the share capital of Payotik S.r.l. (on 16 June 2021, the Deed of Merger by incorporation of Payotik Srl into Corvallis Srl 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). The acquired divisions of Corvallis have an in depth expertise in 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. 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. As part of Tinexta's new Cybersecurity business unit, the skills developed by Corvallis and the size of the division are essential to create advanced solutions and tackle the most complex projects.

The price for the 70% share paid at closing was €25,031 thousand, to which must be added a price adjustment currently estimated for a total of €3,409 thousand based on contractually defined EBITDA and NFP (of which - €329 thousand collected in the first half of the year based on NFP and €3,738 thousand currently estimated based on EBITDA). Accessory charges to the acquisition amounted to €572 thousand, of which €527 thousand already recognised in the 2020 financial year.

On the remaining 30% held by the selling shareholders, put-and-call options are provided that they can be exercised after approval of the 2023 financial statements, at a price calculated on the basis of a multiple of

Corvallis S.r.l.'s 2023 EBITDA (contractually defined), taking into account the NFP (contractually defined), currently estimated at €29,243 thousand.

The company has therefore been consolidated on a line-by-line basis from 1 January 2021, and contributed €28,733 thousand to Tinexta Group revenues for 2021 and €1,561 thousand to consolidated net profit.

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

Total consideration transferred 47,275
Fair value of put & call options on 30% 18,835
Contingent consideration on 70% 3,738
Cash paid out for 70% 24,702
€ '000

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

€ '000 Book values
Property, plant and equipment 5,346
Intangible assets 2,077
Equity investments 71
Non-current financial assets 20
Deferred tax assets 65
Trade and other receivables 19,115
Contract assets 4,629
Cash and cash equivalents 2,934
Total assets acquired 34,258
Employee benefits 3,103
Non-current financial liabilities 3,669
Current financial liabilities 8,038
Trade and other payables 17,223
Contract liabilities 8,611
Current tax liabilities 188
Total liabilities assumed 40,831
Net assets acquired -6,573

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

€ '000
Total consideration transferred 47,275
Net assets acquired -6,573
Goodwill 53,849

The net cash flow deriving from consolidation of the company is shown below:

Net cash flow deriving from consolidation -21,769
Cash and cash equivalents acquired at closing 2,934
Cash paid out for 70% -24,702
€ '000

Acquisition of Yoroi S.r.l.

On 26 January 2021, Tinexta S.p.A., through the newly formed Tinexta Cyber S.p.A., completed the acquisition of 60% of the share capital of Yoroi S.r.l. The Company (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 cyberattack. 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 intense R&D activities, collaborating with the University of Bologna, La Sapienza University in Rome, and the University of Sannio. 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 defined at closing was €19,636 thousand, plus a price adjustment for a total of €78 thousand paid on the basis of the NFP (contractually defined) at closing. Accessory charges to the acquisition amount to €442 thousand, of which €373 thousand already recognised in the 2020 financial year.

On the remaining 40% held by the selling shareholders, Put &Call option rights are provided that they can exercise after the approval of the 2023 financial statements, at a price calculated based on a multiple of Yoroi S.r.l.'s 2023 EBITDA (contractually defined), taking into account the NFP (contractually defined), currently estimated at €28,012 thousand.

The company has been therefore consolidated on a line-by-line basis from 1 January 2021 and has contributed €4,187 thousand to the Tinexta Group's first-half 2021 revenue and €149 thousand to consolidated net profit.

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

€ '000
Cash paid out for 60% 19,714
Fair value of put & call options on 40% 19,254
Total consideration transferred 38,968

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

€ '000 Book values
Property, plant and equipment 880
Intangible assets 6
Non-current financial assets 11
Deferred tax assets 171
Trade and other receivables 3,750
Contract assets 430
Cash and cash equivalents 1,010
Total assets acquired 6,257
Employee benefits 1,214
Non-current financial liabilities 445
Current financial liabilities 164
Trade and other payables 1,882
Contract liabilities 596
Current tax liabilities 182
Total liabilities assumed 4,482
Net assets acquired 1,775

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

Goodwill 37,193
Net assets acquired 1,775
Total consideration transferred 38,968
€ '000

The net cash flow deriving from consolidation of the company is shown below:

€ '000
Cash paid out for 60% -19,714
Cash and cash equivalents acquired at closing 1,010
Net cash flow deriving from consolidation -18,704

Acquisition of Queryo Advance S.r.l.

On 28 January 2021, Tinexta S.p.A., through its subsidiary Co.Mark S.p.A., completed the acquisition of 60% of Queryo Advance S.r.l. (Queryo). The company 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 S.p.A. 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 price for the 60% share defined at the closing was €4,200 thousand, plus a price adjustment totalling €4,731 thousand (€3,743 thousand paid in the first half of 2021) based on EBITDA (contractually defined) for the 2020 financial year, the NFP (contractually defined) at the closing and including dividends on the 2020 financial year collected after the closing by Co.Mark S.p.A. The acquisition agreement provided also for a further price adjustment of up to €1,200 thousand linked to 2021 results and based on 2020 EBITDA (contractually defined); the price adjustment is not due as the company has not achieved 2020 EBITDA as defined in the contract. Ancillary acquisition costs amounted to €118 thousand, of which €43 thousand already recognised in 2020.

On the remaining 40% held by the selling shareholders, Put &Call option rights are provided that they can exercise after the approval of the 2024 financial statements, at a price calculated based on a multiple of Queryo's 2024 EBITDA (contractually defined), taking into account the NFP (contractually defined), currently estimated at €9,182 thousand.

The company has therefore been consolidated on a line-by-line basis from 1 October 2021, and contributed €2,345 thousand to Tinexta Group revenues for 2021 and €795 thousand to consolidated net profit.

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

€ '000
Cash paid out for 60% 7,943
Contingent consideration for 60% 988
Fair value of put & call options on 40% 7,024
Total consideration transferred 15,954

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

€ '000 Book values
Property, plant and equipment 155
Intangible assets 0
Non-current financial assets 3
Deferred tax assets 54
Trade and other receivables 1,246
Contract assets 629
Cash and cash equivalents 989
Total assets acquired 3,077
Employee benefits 95
Non-current financial liabilities 42
Current financial liabilities 738
Trade and other payables 816
Contract liabilities 1
Current tax liabilities 337
Total liabilities assumed 2,027
Net assets acquired 1,050

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

€ '000
Total consideration transferred 15,954
Net assets acquired 1,050
Goodwill 14,904

The net cash flow deriving from consolidation of the company is shown below:

Net cash flow deriving from consolidation -6,954
Cash and cash equivalents acquired at closing 989
Cash paid out for 60% -7,943
€ '000

Information on the Statement of Financial Position

The tables of changes in shareholders' equity show the effects on the consolidated data of changes in the scope of consolidation (provisional estimated values of assets and liabilities acquired of Corvallis S.r.l., Yoroi S.r.l., Swascan S.r.l., Queryo Advance S.r.l.) as explained in Note 12. Business Combinations.

13. PROPERTY, PLANT AND EQUIPMENT

Changes in investments in property, plant and equipment:

€ '000 31/12/2020 Invest
ments
Disinvest
ments
Depre
ciation
Reclas
sifications
Change in
Scope of
Acquisitions
Revalu
ations
Impair
ment
Exchange
rate
delta
30/06/2021
Land
Cost 148 0 0 0 0 0 0 0 0 148
Net value 148 0 0 0 0 0 0 0 0 148
Leased land
Cost 303 0 0 0 0 370 0 0 0 673
Net value 303 0 0 0 0 370 0 0 0 673
Buildings
Cost 1,054 3 0 0 0 0 0 0 0 1,058
Accumulated Depreciation -468 0 0 -16 0 0 0 0 0 -483
Net value 587 3 0 -16 0 0 0 0 0 574
Leased buildings
Cost 18,152 373 -715 0 0 4,433 1,092 -614 0 22,722
Accumulated Depreciation -6,769 0 715 -1,971 0 0 0 0 0 -8,026
Net value 11,383 373 0 -1,971 0 4,433 1,092 -614 0 14,696
Electronic machines
Cost 21,254 471 -269 0 290 2,664 0 0 -1 24,408
Accumulated Depreciation -18,931 0 268 -1,050 0 -2,366 0 0 -2 -22,080
Net value 2,323 471 -1 -1,050 290 298 0 0 -3 2,328
Leased electronic machines
Cost 637 0 0 0 0 54 0 0 0 692
Accumulated Depreciation -319 0 0 -116 0 0 0 0 0 -435
Net value 319 0 0 -116 0 54 0 0 0 257
Leasehold improvements
Cost 2,252 27 0 0 0 1,457 0 0 0 3,736
Accumulated Depreciation -1,737 0 0 -143 0 -870 0 0 0 -2,749
Net value 516 27 0 -143 0 587 0 0 0 987
Assets under construction and advances
Cost 290 0 0 0 -290 1 0 0 0 1
Net value 290 0 0 0 -290 1 0 0 0 1
Other assets
Cost 8,204 168 -254 0 90 1,745 0 0 0 9,952
Accumulated Depreciation -6,813 0 252 -293 -55 -1,513 0 0 0 -8,422
Net value 1,391 168 -2 -293 35 232 0 0 0 1,530
Other leased assets
Cost 3,237 689 -117 0 -90 406 56 -12 0 4,169
Accumulated Depreciation -1,506 0 111 -674 55 0 0 0 0 -2,014
Net value 1,731 689 -7 -674 -35 406 56 -12 0 2,155
Property, plant and equipment 18,990 1,732 -10 -4,262 0 6,381 1,148 -626 -3 23,350
of which leased 13,736 1,063 -7 -2,761 -35 5,263 1,148 -626 0 17,781

Investments during the period amounted to €1,732 thousand (of which €1,063 thousand for new leases) against depreciation of €4,262 thousand (of which €2,761 thousand on leases).

The Group has opted to recognise right-of-use assets from leases under Property, plant and equipment, in the same categories in which the underlying assets would have been recognised if owned. Right-of-use assets on properties are recognised under leased buildings, whilst right-of-use assets on vehicles are recorded under other leased assets. Revaluations include adjustments to rights of use due to increases in lease payments or to lease extensions; Impairment refers solely to early terminations of leases.

The investments in Electronic machines totalling €471 are attributable in the amount of roughly €280 thousand to the Digital Trust segment and refer mainly to acquisitions of hardware and electronic devices required for the functioning of company Data Centres.

14. INTANGIBLE ASSETS AND GOODWILL

This item includes intangible assets with indefinite (goodwill) or definite (intangible assets) useful life as follows:

€ '000 31/12/2020 Investments Divestments Amortisation Reclassifications Change in
Scope of
Acquisitions
Allocations Exchange
rate delta
30/06/2021
Goodwill
Original cost 215,036 0 0 0 0 0 106,035 0 321,071
Net value 215,036 0 0 0 0 0 106,035 0 321,071
Other intangible assets with indefinite
useful life
Original cost 405 0 0 0 0 0 405
Bad debts provision 0 0
Net value 405 0 0 0 0 0 0 0 405
Software
Original cost 66,309 750 0 0 1,301 25,116 93,476
Accumulated amortisation -53,823 0 0 -3,450 0 -24,043 -81,316
Net value 12,486 750 0 -3,450 1,301 1,073 0 0 12,160
Concessions, licences, trademarks and
similar rights
Original cost 297 18 0 0 0 3 318
Accumulated amortisation -208 0 0 -6 0 -2 -215
Net value 90 18 0 -6 0 1 0 0 103
Other intangible assets from
consolidation
Original cost 74,517 0 0 0 0 0 74,517
Accumulated amortisation -30,412 0 0 -2,651 0 0 -33,063
Net value 44,105 0 0 -2,651 0 0 0 0 41,454
Assets in progress and advances
Original cost 5,559 2,911 0 0 -1,300 1,010 8,180
Net value 5,559 2,911 0 0 -1,300 1,010 0 0 8,180
Databases
Original cost 18,437 2,401 0 0 0 20,838
Accumulated amortisation -11,012 0 0 -2,372 0 -13,384
Net value 7,425 2,401 0 -2,372 0 0 0 0 7,453
Other
Original cost 46 1 -46 0 0 1 0 1
Accumulated amortisation -45 0 46 0 0 -1 0 0
Net value 1 1 0 0 0 0 0 0 1
Intangible assets with definite and
indefinite useful life
285,106 6,081 0 -8,479 0 2,084 106,035 0 390,828

Investments in the year amounted to €6.081 thousand against amortisation of €8,479 thousand.

Goodwill

At 30 June 2021, the item amounted to €321,071 thousand and can be broken down as follows by CGU/Operating segment:

€ '000
CGUs Operating 30/06/2021 31/12/2020 Change
segments
Goodwill Innolva (Credit Information & Management) 89,967 89,967 0
Goodwill RE Valuta (Credit Information & Management) 4,578 4,578 0
Goodwill Warrant (Innovation & Marketing Services) 35,772 35,682 90
Goodwill Co.Mark (Innovation & Marketing Services) 61,567 46,663 14,904
Goodwill Visura (Digital Trust) 25,191 25,191 0
Goodwill Ecomind (Digital Trust) 27 27 0
Goodwill Cybersecurity ( Cybersecurity) 103,969 12,927 91,042
Goodwill 321,071 215,036 106,035

The increase in goodwill allocated to the Cybersecurity CGU resulted from the acquisitions of Corvallis S.r.l. and Yoroi S.r.l. The allocation of this goodwill is determined in a provisional manner, as the measurement at fair value of the net assets acquired is still under way (see Note 12. Business Combinations for details).

The increase in goodwill allocated to the Co.Mark CGU is affected by the acquisition of Queryo Advance S.r.l. The allocation of this goodwill is determined in a provisional manner, as the measurement at fair value of the net assets acquired is still under way (see Note 12. Business Combinations for details).

Goodwill is periodically tested to determine the existence of any impairment. For the purposes of preparing these Condensed Interim Consolidated Financial Statements, on the basis of the information available and in consideration of the fact that the analysis carried out to ascertain whether significant events had occurred indicating the existence of possible impairment losses (trigger events) did not reveal the presence of impairment indicators, it was not considered necessary to carry out impairment tests, which will therefore be carried out when preparing the consolidated financial statements at year-end.

Other intangible assets with indefinite useful life

The item Other intangible assets with indefinite useful life consists of the value of the press review database called AZ Press attributable to Innolva S.p.A. (€376 thousand). Considering the specific nature of this database, it is not possible to define criteria to link the value of individual data with the historical value and determine a useful life. Each verification of the value of the database as a whole, as well as that of the ability to express useful life, can therefore only be by means of periodic analysis of the recoverability of the investment. For the purposes of preparing these Condensed Interim Consolidated Financial Statements, on the basis of the information available and in consideration of the fact that the analysis carried out to ascertain whether significant events had occurred indicating the existence of possible impairment losses (trigger events) did not reveal the presence of impairment indicators, it was not considered necessary to carry out impairment tests, which will therefore be carried out when preparing the consolidated financial statements at year-end.

Intangible assets with definite useful life

Software

The item Software includes both the expenses for maintenance and development of the platform related to the software application for the management of Credit Information & Management databases and the costs for the purchase of software licences used for the supply of Digital Trust services.

Investments in the first half of the year totalled €750 thousand, plus €1,301 thousand of investments made in previous years, of which €999 thousand related to the Credit Information & Management segment and €773 thousand to Digital Trust.

Databases

The Databases increased by €2,401 thousand due to investments made during the period. Investment in the Credit Information & Management segment, specifically in the company Innolva S.p.A., envisaged the establishment of the initial structure and constant updating of the positions in the proprietary archives through steady annual investments. The underlying reasons for the investment are: the possibility of developing an offering aligned with market demand, which calls for the launch of innovative products and proposition of associated additional services; independence in the procurement phases from the main competitors and the possibility of guaranteeing the highest quality standards with respect to the depth of the data underlying the analyses and the accuracy guaranteed by their continuous updating.

Other intangible assets from consolidation

Other intangible assets from consolidation consist of the intangible assets recognised during the fair value measurement of the assets acquired as part of the following business combinations:

€ '000 30/06/2021 31/12/2020 Change
Warrant Hub customer list 23,243 24,109 -866
Innolva customer list 17,441 18,441 -1,000
Privacy Lab customer list 573 611 -38
Camerfirma customer list 197 223 -26
Visura customer list 0 721 -721
Other intangible assets from consolidation 41,454 44,105 -2,651

The decrease recognised during the period can be attributed to amortisation (equal to €2,651 thousand).

Assets in progress and advances

Assets in progress rose by €2,911 thousand, of which €2,198 thousand in the Digital Trust segment for the implementation of various innovative solutions with different purposes and characteristics; both direct costs, referring to internal personnel costs, and external costs for technical consultation necessary for the development and implementation of the solutions, were capitalised. An additional €561 thousand refers to software development regarding projects not yet finalised in the Credit information & Managementsegment.

15. INVESTMENT PROPERTY

Changes in investment property:

€ '000 31/12/2020 Investments Divestments Depreciation Reclassifications 30/06/2020
Buildings - investment property
Original cost 1,090 1,090
Accumulated depreciation -366 -13 -379
Net value 724 0 0 -13 0 711
Investment property 724 0 0 -13 0 711

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

16. EQUITY INVESTMENTS

Equity-accounted investments

€ '000 %
ownership
31/12
2020
Increases/Decreases
in the Income
Statement
Acquisitions Exchange
rate
delta
30/06
2021
%
ownership
Authada GmbH 17% 3,139 -151 2,988 17%
FBS Next S.p.A. 30% 2,006 -66 1,940 30%
Innovazione 2 Sagl 30% 483 29 -8 504 30%
Opera S.r.l. - - 0 300 300 20%
Studio Fieschi & Soci S.r.l. - - 0 252 252 20%
Creditreform GPA Ticino S.A. 30% 101 1 -1 102 30%
Camerfirma Colombia S.A.S. 25% 89 -4 14 -6 93 25%
eTuitus S.r.l. 24% 59 10 69 24%
Digital Hub S.r.l. 30% 3 1 4 30%
Investments in associated companies 5,880 -180 566 -15 6,252

Details on the valuation of companies consolidated using the equity method:

In March, Warrant Hub S.p.A. through Warrant Service S.r.l. (subsidiary at 50%) made an investment in the start-up Opera S.r.l. by subscribing to a capital increase of €300 thousand (of which 297 thousand for premium), acquiring a stake equal to 20% of the share capital.

In May, Warrant Hub S.p.A. acquired a 20% stake in the share capital of Studio Fieschi & soci Srl for €225 thousand (plus accessory charges). Studio Fieschi & soci Srl is an innovative SME with offices in Turin and Venice, with a strong strategic, scientific and operational expertise covering all aspects of sustainability: environmental, social and economic. The agreement reinforces Warrant Hub's strategic commitment to the ecological transition of client companies, which has been addressed over the years with automatic subsidised finance instruments, European calls for tenders and specialist advice on eco-innovation and energy. The transaction builds on the successful experiences acquired from the collaboration between the two companies on the European projects LifeZeroGWP, LifeREskiboot and Intelwatt, within the Life and Horizon 2020 framework programmes. The agreement allows Warrant Hub to accelerate its expansion strategy in the area of sustainability services, offering even broader and more qualified support for the competitiveness and growth of businesses. The signed agreement provides for Put & Call options that give Warrant Hub the opportunity to acquire control (51%) by Studio Fieschi & soci Srl in 2023 and to reach the whole control over the company in 2026.

Other investments

This item includes investments in other companies for €93 thousand (€22 thousand at 31 December 2020) and refers to minority interests in companies/consortia. The increase for the period refers to a minority interest contributed by Corvallis Srl.

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

€ '000 30/06/2021 31/12/2020 Change
Other financial assets, excluding derivative financial instruments 909 1,246 -337

The item includes mainly receivables for security deposits. The decrease compared to the balance at 31 December 2020 was due to the reclassification in Other current financial assets of capitalisation policies for an amount of €443 thousand.

18. DEFERRED TAX ASSETS/LIABILITIES

Deferred tax assets/liabilities, due to temporary deductible and taxable differences generated also as a result of consolidation adjustments, can be broken down as follows:

€ '000 31/12/2020 Allocations
(Releases)
Income
statement
Allocations
(Releases)
Shareholders'
equity
Allocations
(Releases)
Comprehensive
income
statement
Change in
Scope -
Acquisitions
30/06/2021
Deferred tax assets 6,041 2,353 -60 290 8,623
Deferred tax liabilities 14,279 -2,863 0 0 11,416
Net balance -8,238 5,216 0 -60 290 -2,793

Deferred tax liabilities are to be attributed primarily to the fair value of assets emerging on the allocation of the excess cost paid in business combinations.

Allocations to the income statement for Deferred tax assets of €2,132 thousand, as well as the release of Deferred tax liabilities of €2,122 thousand, are attributable to the Group's option to obtain full recognition for tax purposes of the differences between the carrying amounts and the tax bases of some intangible assets arising from the merger by incorporation of Promozioni Servizi S.r.l. in 2020 (Article 176, paragraph 2-ter, of Italian Presidential Decree no. 917/86 and Article 15, paragraph 10, of Italian Decree Law no. 185/2008), as well as other intangible assets recognised in connection with the merger transactions in years prior to 2020 (Article 110 of Italian Decree Law 104/2020). This option resulted also in the recognition of a substitute tax of €853 thousand in the item Income taxes of the Income Statement.

The other allocations to the Income Statement for Deferred tax liabilities refer to the fair value of assets emerging on the allocation of the excess cost paid in business combinations in the amount of €739 thousand.

19. CONTRACT COST ASSETS

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

  • incremental costs to obtain the sales contract;
  • sales contract fulfilment costs.
€ '000 30/06/2021 31/12/2020 Change
Contract obtainment cost assets 1,920 1,655 265
Contract fulfilment cost assets 3,759 3,620 139
Non-current contract cost assets 5,679 5,275 404
Contract fulfilment cost assets 1,164 1,206 -42
Current contract cost assets 1,164 1,206 -42
Contract cost assets 6,843 6,481 362

The incremental costs to obtain a sales contract are recognised under non-current assets; the Group recognises as expenses the incremental costs to obtain the contract, when they are incurred, in the case in which the amortisation period of the assets thatthe Group would have otherwise recognised does not exceed one year.

Contract obtainment cost assets, equal to €1,920 thousand at 30 June 2021 include commissions paid to agents to obtain contracts predominantly in the Credit Information & Management and Innovation & Marketing Services sectors. These costs are systematically amortised over the average life of the contracts to which they refer. The periodic release of the amount relating to first half 2021 amounted to €2,434 thousand, and no impairment losses on the capitalised costs were recorded.

Contract fulfilment costs are recognised under Current assets if it is believed that the transfer to the customer of the goods or services to which the asset refers will take place within twelve months. Non-current assets include costs to fulfil the sales contract if the transfer to the customer of the goods and services to which the asset refers is carried out after twelve months.

Non-current contract fulfilment cost assets include costs sustained in Digital Trust to implement "ad hoc" customer platforms to provide a series of services within a time frame of over twelve months. Current contract fulfilment cost assets include costs sustained to provide consulting services, primarily with regard to innovation consulting, in Innovation & Marketing Services, with respect to which the relative income has not yet been recognised. The periodic release of Contract fulfilment cost assets for the amount relating to first half 2021 equalled €1,616 thousand, and no impairment losses on the capitalised costs were recorded.

20. CONTRACT ASSETS

Contract assets of €19,691 thousand at 30 June 2021 (€9,231 thousand at 31 December 2020) comprise predominantly the Group's right to receive consideration for work completed but not yet invoiced at the end of the period. These assets are reclassified under trade receivables when the right becomes unconditional. Thus, the item includes invoices to be issued, the gross amount due from customers for project work and accrued trade assets.

The increase in the item was affected by the balances contributed at the date of first-time consolidation by the companies that entered the consolidation scope during the first half of the year, for a total of €5,688 thousand.

21. TRADE AND OTHER RECEIVABLES

Trade and other receivables totalled €99,371 thousand (€86,627 thousand at 31 December 2020) and can be detailed as follows:

€ '000 30/06/2021 31/12/2020 Change
Trade receivables from customers 102 141 -39
Prepaid expense 3,603 2,324 1,280
Receivables from others 52 52 0
Trade receivables and other non-current receivables 3,758 2,517 1,241
Trade receivables from customers 78,647 75,537 3,109
Trade receivables from associated companies 247 151 96
Current trade receivables 78,894 75,688 3,205
Receivables from others 4,777 1,807 2,970
VAT credit 451 530 -79
Other tax receivables 842 573 268
Prepaid expense 10,650 5,511 5,139
Other current receivables 16,719 8,422 8,298
Trade and other current receivables 95,613 84,110 11,503
of which vs. related parties 438 48 389
Trade and other receivables 99,371 86,627 12,744

Trade receivables from customers are shown net of the related bad debts provision of €7,273 thousand at 30 June 2021 (€7,117 thousand at 31 December 2020). The increase in trade receivables from customers was affected by the balances contributed at the date of first-time consolidation by the companies that entered the consolidation scope during the first half of the year, for a total of €20,147 thousand.

The following table provides a breakdown of current trade receivables from customers at 30 June 2021, grouped by maturity brackets, gross and net of the related bad debts provision:

€ '000 30/06/2021 due past due
within 90
days
past due
between
91 and
180 days
past due
between
181 days
and 1
year
past due
beyond 1
year
Trade receivables from current customers 85,920 59,566 10,108 5,134 3,764 7,347
Bad debts provision 7,273 488 223 434 854 5,274
% Bad debts provision 8.5% 0.8% 2.2% 8.5% 22.7% 71.8%
Net value 78,647 59,078 9,885 4,700 2,910 2,073
past due past due
€ '000 31/12/2020 due past due
within 90
days
between
91 and
180 days
between
181 days
and 1
year
past due
beyond 1
year
Trade receivables from current customers 82,654 59,676 7,695 3,888 3,940 7,455
Bad debts provision 7,117 574 313 315 941 4,974
% Bad debts provision 8.6% 1.0% 4.1% 8.1% 23.9% 66.7%

Changes in the bad debts provision in the period:

€ '000
Bad debts provision at 31 December 2020 7,117
Allocations 1st half 2021 670
Uses 1st half 2021 -726
Change in scope of consolidation (acquisitions) 212
Bad debts provision at 30 June 2021 7,273

The balance at 30 June 2021 of Receivables from others includes mainly receivables for grants on Research and Development projects as well as advances to suppliers and agents. The increase in the item was affected by the balances contributed at the date of first-time consolidation by the companies that entered the consolidation scope during the first half of the year, for a total of €2,486 thousand, mainly related to receivables for grants for Research and Development projects.

As regards the VAT credit, note that the Group companies (with the exception of foreign companies, Warrant Service S.r.l., Swascan S.r.l. and companies entering the scope of consolidation during the first half of the year) are among the entities to which the split payment rule applies pursuant to Article 17-ter, Italian Presidential Decree no. 633 of 26 October 1972. As a result, the non-payment of VAT to suppliers (who are not professionals subject to withholding tax).

Prepaid expense represents charges deferred to beyond the quantification/recording date; it does not depend on the payment date of the corresponding charges, pertains to two or more fiscal years and is proportionally allocated based on time. The increase in the item was affected by the balances contributed at the date of first-time consolidation by the companies that entered the consolidation scope during the first half of the year, for a total of €1,424 thousand.

22. INVENTORIES

Inventories at 30 June 2021 amounted to €1,070 thousand (€1,154 thousand at 31 December 2020) and can be broken down as follows:

€ '000 30/06/2021 31/12/2020 Change
Raw and ancillary materials and consumables 649 733 -84
Finished products and goods 421 421 0
Inventories 1,070 1,154 -85

Inventories of raw materials are mainly attributable to the Digital Trust sector and consist primarily of chips for business keys, smart cards, CNS and other electronic components available for sale. Inventories of raw materials are shown net of the related bad debts provision equal to €106 thousand; said provision did not change during the period. Inventories of finished products and goods are also attributable to the Digital Trust sector and relate to inventories of ature readers, smart cards and business keys.

23. OTHER CURRENT FINANCIAL ASSETS, EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS

Other current financial assets amounted to €2,850 thousand at 30 June 2021 (€7,320 thousand at 31 December 2020).

€ '000 30/06/2021 31/12/2020 Change
Guarantee deposits 0 4,350 -4,350
Capitalisation insurance contracts 2,469 2,014 455
Other financial assets 381 956 -574
Other current financial assets 2,850 7,320 -4,469

The item Guarantee deposits included, at 31 December 2020, the payment by InfoCert of €4 million to an independent third party in accordance with contractual arrangements to guarantee the contingent consideration to be paid to the sellers of LuxTrust S.A. Following the sale of the aforementioned equity investment, the amount was released, and therefore collected, in January 2021. The additional €350 thousand related to the payment made by Warrant Hub to an independent third party, in compliance with contractual agreements, to guarantee the contingent consideration to be disbursed to the sellers of Euroquality SAS; the deposit was released following payment of the contingent consideration in the first half of 2021.

The item Capitalisation insurance contracts includes the reclassification from non-current financial assets of capitalisation policies amounting to €443 thousand.

The decrease in Other financial assets was affected by the release of prepaid expense for €424 thousand for transaction costs linked to obtaining the ISP and ICREEA loans (described in Note 30. Financial liabilities) whose use took place in the first half of 2021.

24. CURRENT TAX ASSETS AND LIABILITIES

At 30 June 2021, the Group showed an overall net debt position for current taxes equal to €77 thousand (€4,835 thousand at 31 December 2020) as detailed below:

€ '000 30/06/2021 31/12/2020 Change
Current tax assets 1,588 311 1,277
of which vs. related parties 0 6 -6
Current tax liabilities 1,665 5,147 -3,482
Net current tax assets (liabilities) -77 -4,835 4,758

The change in Net current tax liabilities reflects the allocation of taxes for the half-year, the balances contributed at the date of first consolidation by companies that entered the consolidation scope during the first half of the year (for a total of €706 thousand), the income for €816 thousand deriving from 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", and the payments (IRES, IRAP and foreign taxes) of the half-year.

25. DERIVATIVE FINANCIAL INSTRUMENTS

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

€ '000 30/06/2021 31/12/2020 Change
Non-current financial liabilities for hedging derivatives 890 1,142 -252
Liabilities for net hedging derivative financial instruments 890 1,142 -252

The current derivative financial instruments at 30 June 2021 refer to the contracts executed by the Group in order to hedge the risk of cash flow changes due to fluctuating interest rates on a portion of the bank loans (for details, see the Note 30. Financial liabilities, excluding derivative financial instruments).

Table illustrating the contract type, notional amount, hedged loan and fair value of current derivatives at 30 June 2021:

€ '000

Type Loan hedged Notional Maturity date Rate received Rate paid Fair value at
30/06/2021
Fair value at
31/12/2020
IRS CA line A1 4,571 30/06/2023 6-month Euribor1 0.600% -35 -52
IRS CA line A 1,429 30/06/2023 6-month Euribor1 0.640% -12 -17
IRS CA line C 10,500 31/12/2024 6-month Euribor -0.220% -43 -78
IRS CA line A 11,779 30/06/2025 6-month Euribor -0.146% -98 -189
IRS CA line A 3,181 30/06/2025 6-month Euribor -0.155% -23 -44
IRS CA line B 8,889 30/06/2025 6-month Euribor -0.276% -25 -56
IRS ISP Group 30,006 31/12/2025 6-month Euribor2 -0.163% -166 -311
IRS BPER 9,286 31/12/2027 6-month Euribor3 -0.182% -32 n.a.
Total Interest Rate Swap hedging instruments 79,640 -434 -747

1 the index has a lower limit (Floor) of zero

2 the index has a lower limit (Floor) of -1.40%

3 the index has a lower limit (Floor) of -1.25%

€ '000

Capped Swap
5,000
30/06/2023
6-month Euribor
1.500%
-6
CA line A
Capped Swap
4,444
30/06/2023
6-month Euribor
1.500%
-5
BPS
Capped Swap
former UBI
10,000
29/05/2023
6-month Euribor
0.500%
-14
Capped Swap
ISP Group
6,836
30/06/2026
6-month Euribor
0.600%
-35
Capped Swap
ISP Group
28,800
30/06/2026
6-month Euribor
0.500%
-142
Capped Swap
BPM
10,000
31/12/2026
6-month Euribor
0.500%
-71
Total Capped Swap hedging instruments 1
65,081
-274
Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2021
Fair value at
31/12/2020
-9
-8
-19
-57
n.a.
n.a.
-93

1 the derivatives have a 6-monthly periodic premium

€ '000

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2021
Fair value at
31/12/2020
Floor BNL 19,500 31/12/2025 6-month Euribor -1.450% -55 -62
Total Floor Option hedging instruments 1 19,500 -55 -62

1 the derivatives have a 6-monthly periodic premium

€ '000

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2021
Fair value at
31/12/2020
Collar ISP Group 9,358 31/12/2025 6-month Euribor 1.75%/-0.33% -34 -64
Collar BNL 19,500 31/12/2025 6-month Euribor 1.00%/-0.30% -93 -176
Total Collar Option hedging instruments 28,858 -127 -240

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

26. CASH AND CASH EQUIVALENTS

Cash and cash equivalents amounted to €95,002 thousand at 30 June 2021(€92,813 thousand at 31 December 2020) and are broken down as follows:

€ '000 30/06/2021 31/12/2020 Change
Bank and postal deposits 94,909 92,741 2,167
Cheques 6 4 2
Cash and cash equivalents 88 68 20
Cash and cash equivalents 95,002 92,813 2,189

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

27. SHAREHOLDERS' EQUITY

The approved, subscribed and paid-in share capital amounted to €47,207,120 at 30 June 2021 and consists of 47,207,120 Ordinary Shares.

At 30 June 2021, Tinexta S.p.A. held 1,111,147 treasury shares, equal to 2.354% of the share capital, for a total purchase value of €15,995 thousand.

Consolidated shareholders' equity at 30 June 2021 amounted to €166,353 thousand (€173,881 thousand at 31 December 2020) and can be analysed as follows:

€ '000 30/06/2021 31/12/2020 Change
Share capital 47,207 47,207 0
Treasury shares held -15,995 -10,001 -5,994
Legal reserve 5,674 4,315 1,359
Share premium reserve 55,439 55,439 0
Stock Option reserve 1,810 908 903
Reserve from valuation of hedging derivatives -672 -864 191
Defined-benefit plans reserve -1,061 -1,061 0
Other reserves 49,889 36,612 13,277
Profit (loss) for the Group 20,361 37,279 -16,919
Total Group Shareholders' Equity 162,651 169,834 -7,183
Share capital and reserves attributable to minority interests 3,421 3,412 9
Profit (loss) attributable to minority interests 281 635 -354
Total minority interests 3,702 4,047 -345
Total Shareholders' Equity 166,353 173,881 -7,528

Treasury shares held include the cost incurred for purchase of the treasury shares and related transaction costs. In the first half of 2021, 254,133 shares were purchased (equal to 0.538% of the share capital) for a total value of €5,994 thousand.

The Stock Option reserve refers to the allocation recognised under personnel costs(to which reference should be made for details) on the 2020-2022 Stock Option Plan (€1,797 thousand) and on the 2021-2023 Stock Option Plan (€13 thousand).

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

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

The positive change of €13,277 thousand in the item Other reserves is mainly affected by the Group profit for the year 2020 equal to €37,279 thousand net of the dividends approved by the Parent Company for €11,985 thousand and the allocation to the Legal reserve for €1,359 thousand, as well as the adjustment of the Put options on minority interests equal to €10,662 thousand.

28. PROVISIONS

Provisions, amounting to €4,218 thousand at 30 June 2021 (€4,223 thousand at 31 December 2020) are detailed as follows:

€ '000 31/12/2020 Provisions Uses Releases Reclassifications 30/06/2021
Provision for pensions 1,181 106 -42 1,245
Other non-current provisions 2,290 444 -259 2,475
Non-current provisions 3,471 550 -300 0 0 3,721
Provision for disputes with employees 436 -127 310
Other current provisions 316 -128 188
Current provisions 752 0 -255 0 0 498
Provisions 4,223 550 -555 0 0 4,218

The provision for pensionsrelates to the provision of the supplementary indemnity due to agents, in the cases provided by law, based on the actuarial valuation of the liability quantifying future payments, through the projection of indemnities accrued on the valuation date by agents until the estimated time of interruption of the contract. Provisions net of releases are recognised by nature under service costs.

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

The provision for disputes with employees includes allocations for disputes with current employees or with employees whose contracts were terminated at 30 June 2021. The amounts allocated for disputes with employees, net of releases, are recognised by nature under personnel costs.

Other information

In May 2019, the subsidiary Visura S.p.A. was subject to a personal data breach following which the Italian Data Protection Authority started an investigation of InfoCert S.p.A. requesting information and inspections at the Company's offices. At the present time, this investigation has not yet been completed. Therefore it cannot be excluded that the Italian Data Protection Authority will open a sanctioning procedure. At the reporting date, it is not possible to anticipate with certainty if sanctions will be imposed, nor what they might amount to if this should occur.

29. EMPLOYEE BENEFITS

Employee benefits, amounting to €17,759 thousand at 30 June 2021 (€12,923 thousand at 31 December 2020) are detailed as follows:

€ '000 30/06/2021 31/12/2020 Change
Employee severance indemnity 17,759 12,792 4,968
Non-current employee benefits 17,759 12,792 4,968
Other current employee benefits 0 131 -131
Current employee benefits 0 131 -131
Employee benefits 17,759 12,923 4,837

The increase in the item Employee Severance Indemnity was affected by the balances contributed at the date of first-time consolidation by the companies that entered the consolidation scope during the first half of the year, for a total of €4,411 thousand. The remaining increase was due to provisions accrued in the half-year, net of benefits paid (€790 thousand).

The item Other employee benefits at 31 December 2020 included the provision relating to a long-term incentive programme for the management of InfoCert S.p.A., which was disbursed during the first half of the year.

30. FINANCIAL LIABILITIES, EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS

This item includes financial liabilities assumed by the Group for a variety of reasons, with the exception of those deriving from the underwriting of derivative financial instruments, and is broken down as follows:

€ '000 30/06/2021 31/12/2020 Change
Current portion of bank loans 34,477 25,214 9,264
Non-current portion of bank loans 167,142 126,274 40,868
Other current bank payables 673 907 -233
Liabilities for the purchase of minority interests, current 1,203 0 1,203
Liabilities for the purchase of minority interests, non-current 67,126 12,554 54,572
Liabilities for current contingent consideration 7,225 3,818 3,407
Liabilities for non-current contingent consideration 60 317 -257
Current price deferment liabilities 1,246 2,763 -1,517
Non-current price deferment liabilities 1,638 2,774 -1,137
Liabilities for the purchase of current leased assets 5,280 4,282 998
Liabilities for the purchase of non-current leased assets 11,636 8,588 3,048
Current payables to other lenders 4,494 3,382 1,112
Current financial liabilities 54,598 40,365 14,234
of which vs. related parties 1,212 1,248 -36
Non-current financial liabilities 247,601 150,508 97,093
of which vs. related parties 1,334 2,269 -935
Total financial liabilities 302,199 190,872 111,327

The Financial liabilities balance increased from €190,872 thousand at 31 December 2020 to €302,199 thousand at 30 June 2021. The increase of €111,327 thousand is mainly attributable to the item Bank loans, which was up by €50,132 thousand for new disbursements (net of repayments over the half-year), and to the

item Liabilities for the purchase of minority interests for €55,775 thousand due to the Put options relating to the acquisitions of Corvallis Srl, Yoroi Srl and Queryo Advance Srl, as well as the adjustment of the Put options already included at 31 December 2020.

The expiry of non-current financial liabilities is expected beyond 5 years from the date of these Condensed Consolidated Interim Financial Statements in the amount of €5,891 thousand, of which €4,246 thousand for bank loans and €1,645 thousand for lease liabilities. The financial liabilities recognised in the Condensed Interim Consolidated Financial Statements at 30 June 2021 are summarised below, broken down according to their contractually envisaged due date:

Amounts in Euro within
one year
between
1 and 2
years
between
2 and 3
years
between
3 and 4
years
between
4 and 5
years
more
than 5
years
Book value
at
30/06/2021
Bank loans 34,477 39,632 37,586 44,277 41,401 4,246 201,619
Other current bank payables 673 673
Liabilities for the purchase of minority interests 1,203 967 58,907 7,252 68,329
Liabilities for contingent consideration 7,225 60 7,285
Price deferment liabilities 1,246 1,247 243 147 2,884
Lease liabilities 5,280 3,732 2,702 2,051 1,504 1,645 16,915
Liabilities to other lenders 4,494 0 4,494
Total financial liabilities 54,598 45,638 99,439 53,727 42,906 5,891 302,199

Bank loans

Breakdown of the Bank loans at 30 June 2021 showing the current and non-current portions of their book value, including the effects of measurement at amortised cost.

Bank loans
€ '000
Counterparty Rate Maturity
date
Nominal
amount
Book
value
Current
portion
Non
current
portion
Former UBI loan Former UBI Banca 6-month Euribor¹ +
1.20% spread
28/05/2023 10,000 9,918 4,945 4,973
BPS loan Banca Popolare di Sondrio 6-month Euribor¹ +
1.25% spread²
31/12/2023 5,000 4,969 1,982 2,988
Credem loan Credem 6-month Euribor +
1.20% spread
30/01/2024 2,611 2,604 1,001 1,603
CA line C loan Crédit Agricole 6-month Euribor +
1.50% spread ²
31/12/2024 10,500 10,431 2,968 7,463
CA line A loan Crédit Agricole 6-month Euribor +
1.10% spread²
30/06/2025 25,960 24,971 3,529 21,442
CA line B loan Crédit Agricole 6-month Euribor +
1.10% spread²
30/06/2025 8,889 8,824 2,195 6,629
Mediobanca loan Mediobanca 6-month Euribor +
1.65% spread²
11/11/2025 15,000 14,937 3,324 11,613
BNL loan BNL 6-month Euribor +
1.45% spread
31/12/2025 19,500 19,320 1,645 17,675
ISP Group line A1 loan Intesa Sanpaolo Group 6-month Euribor + 0.9%
spread
30/06/2026 46,200 44,956 7,397 37,559
ISP Group line A2 loan Intesa Sanpaolo Group 6-month Euribor +
1.15% spread
30/06/2026 28,800 28,489 2,326 26,163
ICCREA-BCC loan ICCREA-BCC 6-month Euribor¹ +
1.00% spread
15/12/2026 10,000 9,910 972 8,939
BPM loan Banco BPM 6-month Euribor +
1.20% spread
31/12/2026 10,000 9,968 -9 9,977
BPER loan BPER 6-month Euribor +
1.25% spread²
31/12/2027 9,286 9,190 1,403 7,788
Other minor loans Fixed rate 3,076 3,069 781 2,288
Other minor loans Floating rate 64 64 20 44
¹ Floor at 0 on 6-month Euribor 204,885 201,619 34,477 167,142

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

The former UBI loan signed on 28 May 2020 to renegotiate the loan obtained on 30 November 2017, originally for €10 million with the same counterparty. The new line for a total of €10 million (replacing the

previous line for €7,778 thousand, therefore collecting €2,222 thousand in principal at the renegotiation date) matures on 28 May 2023, envisages principal repayments in deferred semi-annual instalments from 28 November 2021 and interest at the floating 6-month Euribor rate, with zero floor, plus a 120 bps margin. The interest is payable half-yearly from 28 November 2020. From 31 December 2020 and for each reference halfyear, the Group has committed to respect the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity below 2.0. At 30 June 2021 these parameters were found to have been complied with.

BPS loan of an original amount of €10 million to support the acquisition of Lux Trust S.A. The loan was disbursed on 27 November 2018 at 6-month Euribor with a zero floor, plus 140 bps, and requires repayment of principal in half-yearly instalments starting from 30 June 2019 and terminating on 31 December 2023, with interest paid on a half-yearly basis starting from 30 June 2019. The applicable margin is updated annually based on the ratio of NFP to EBITDA determined contractually, as follows: NFP/EBITDA ≥ 3 margin 165 bps; NFP/EBITDA <3 and ≥ 2 margin 140 bps; NFP/EBITDA <2 margin 125 bps. From 31 December 2018 and for each reference half-year, the Group has committed to respect the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity below 2.0. At 30 June 2021 these parameters were found to have been respected. Based on the parameters indicated above, the actual margin paid was 125 bps.

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

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

The Crédit Agricole line A loan was signed on 18 June 2020 with a pool of banks, with Crédit Agricole Italia S.p.A. as the mandated lead arranger, to renegotiate the previous Crédit Agricole line A and Crédit Agricole line B loans (which had in turn been renegotiated in 2017 with the same counterparties) due on 30 June 2023. The new line A for a total of €31 million (replacing the previous line for €30,625 thousand, therefore collecting €375 thousand net of commissions at the renegotiation date) matures on 30 June 2025, envisages principal repayments in deferred semi-annual instalments from 31 December 2020 and interest at the floating 6-month Euribor rate plus a 110 bps margin. The margin applied is updated annually on the basis of the contractually defined NFP/EBITDA ratio as follows: NFP/EBITDA > 1.75 margin110 bps; NFP/EBITDA ≤ 1.75 margin 105 bps.

The loan agreement executed on 18 June 2020 envisages an additional credit facility (Crédit Agricole line B) for €10 million, which had been disbursed in full on 10 December 2020. The main terms of the new line are: due on 30 June 2025, repayment of principal in deferred semi-annual instalments and interest settled at the floating 6-month EURIBOR rate plus a margin of 110 bps; the applicable margin is updated every six months based on the ratio of NFP (i.e. Net Financial Position) to EBITDA, defined contractually, as follows: NFP/EBITDA >1.75 margin 110 bps; NFP/EBITDA ≤ 1.75 margin 105 bps.

On the Crédit Agricole loans, the Company is committed, for each reference half-year, to respecting the following limits: maximum NFP/EBITDA ratio threshold of 3.5 and NFP/Shareholders' Equity ratio of 2.0. At 30 June 2021 these parameters were found to have been respected.

The BNL loan for a total of €20 million, usable on demand by 20 December 2020, for which Tinexta S.p.A. signed the agreement on 20 December 2019. The loan was used in its entirety to finance payment of the

price supplement and the acquisition of the minority interests in Warrant Hub. The rate applied is the 6 month Euribor plus 145 bps and requires repayment of principal in increasing semi-annual instalments starting from 30 June 2021 and maturing on 31 December 2025, with interest paid semi-annually starting from 31 December 2020. From 31 December 2018 and for each reference half-year, the Group has committed to respect the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity below 2.0. At 30 June 2021 these parameters were found to have been respected.

The Intesa Sanpaolo loan was stipulated on 31 July 2020 with Intesa Sanpaolo in order to renegotiate the previous loan of €50 million, also with Intesa Sanpaolo, maturing on 31 December 2025. The new A1 line for a total of €50 million (replacing the previous line for €47,540 thousand, including commissions, therefore collecting €2460 thousand, net of commissions, at the renegotiation date) terminates on 30 June 2026, envisages principal repayments in deferred semi-annual instalments from 30 June 2021 and interest at the floating 6-month Euribor rate plus a 90 bps margin. For IFRS 9 purposes, the transaction qualifies as a renegotiation without accounting derecognition of the financial liability and generated income recognised under Financial income of €365 thousand. The Group undertook to respect the following financial limits on the consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity less than 2.0. At 30 June 2021 these parameters were found to have been respected. The executed loan agreement envisages an additional credit line (line A2) for €30 million used in full on 25 January 2021. The main terms of the new line are: maturity on 30 June 2026, repayment of principal in deferred semi-annual instalments and interest settled at the floating 6-month Euribor rate plus a margin of 115 bps.

The Mediobanca loan was signed on 11 November 2020 and disbursed for €15 million on 30 December 2020. The main terms of the contract are as follows: maturity on 11 November 2025, repayment of semi-annual equal instalments of principal with a first pre-amortisation period (until 11 May 2021) and interest settled at the floating 6-month Euribor rate, with a zero floor, plus a margin of 165 bps; the applicable margin is updated every six months based on the ratio of NFP to EBITDA, defined contractually, as follows: NFP/EBITDA > 3 margin 190 bps; NFP/EBITDA ≤ 3 and > 2 margin 165 bps; NFP/EBITDA ≤ 2.0 margin 145 bps. The Group undertook to respect the following financial limits on the consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity less than 2.0. At 30 June 2021 these parameters were found to have been respected.

The ICCREA-BCC loan was signed on 15 December 2020 with a pool of banks comprising ICCREA Banca and BCC Milano for €10 million. The amount was fully disbursed on 29 January 2021. The main terms of the contract are as follows: maturity on 15 December 2026, repayment of semi-annual equal instalments of principal with a first pre-amortisation period (until 31 December 2021) and interest settled at the floating 6 month Euribor rate with a zero floor, plus a margin of 100 bps. The Group undertook to respect the following financial limits on the consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity less than 2.0.

The BPM loan was finalised and fully disbursed on 30 April 2021 for €10 million. The main terms of the agreement are as follows: maturity on 31 December 2026, repayment of semi-annual equal instalments of principal with a first pre-amortisation period (until 30 June 2022) and interest settled at the floating 6-month Euribor rate, plus a margin of 120 bps. From 31 December 2021, the Group undertook to respect the following financial limits on the consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity less than 2.0.

The BPER Loan was signed on 19 February 2021 for €10 million, the amount was fully disbursed on 24 February 2021. The main terms of the new agreement are: maturity on 31 December 2027, repayment of principal in semi-annual equal instalments of principal starting on 30 June 2021 and interest settled at the floating 6-month Euribor rate plus a margin of 125 bps; the applicable margin is updated every six months based on the ratio NFP/EBITDA, defined contractually, as follows: NFP/EBITDA >1.75 margin 125 bps; NFP/EBITDA ≤ 1.75 margin 120 bps. The Group undertook to respect the following financial limits on the consolidated data: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity less than 2.0. At 30 June 2021 these parameters were found to have been respected.

Changes in Bank loans:

Amounts in Euro 31/12/2020 Disbursements Principal
payments
Interest
paid
Accrued
interest
30/06/2021
Bank loans 151,488 62,605 -13,088 -713 1,328 201,619

Disbursements for the period refer to Intesa San Paolo, ICREEA-BCC, BPM, BPER loans net of transaction costs incurred for the disbursement and other minor loans for a total of €3,200 thousand.

Other current bank payables

Other current bank payables amounted to €673 thousand at 30 June 2021 (€907 thousand at 31 December 2020) and are composed primarily of bank current account overdrafts.

Liabilities for the purchase of minority interests

The item Liabilities for the purchase of minority interests includes the liabilities for Put options granted by the Group to the minority shareholders of Corvallis S.r.l. (30%), Yoroi S.r.l. (40%), Queryo Advance S.r.l. (40%), Swascan S.r.l. (49%), Privacy Lab S.r.l. (30%), Sixtema S.p.A. (20%) and Trix S.r.l. (30%). The value of these liabilities was determined as the current value of the amount to be paid at the contractual maturities against the reversal of the interests of these minority shareholders. At 30 June 2021, the discount rate used was equal to the WACC used for the purposes of the impairment test of the goodwill at 31 December 2020 (6.51%).

30/06/2021 31/12/2020
€ '000 30/06/2021 Current Non
current
31/12/2020 Current Non
current
Change
Corvallis Put options 24,581 24,581 0 24,581
Yoroi Put options 23,546 23,546 0 23,546
Swascan Put options 10,780 10,780 10,448 10,448 332
Queryo Advance Put Options 7,245 7,245 0 7,245
PrivacyLab Put options 1,203 1,203 1,166 1,166 37
Sixtema Put options 967 967 937 937 30
Trix Put options 6 6 3 3 3
Total Liabilities for the purchase of minority
interests
68,329 1,203 67,126 12,554 0 12,554 55,775

Changes in liabilities for the purchase of minority interests are recognised in the shareholders' equity.

Liabilities for contingent consideration

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

30/06/2021 31/12/2020
€ '000 30/06/2021 Non 31/12/2020 Non Change
Current current Current current
Corvallis contingent consideration 3,738 3,738 0 3,738
Swascan contingent consideration 2,061 2,061 2,061 2,061 0
Queryo Advance contingent consideration 988 988 0 0 988
Euroquality - Europroject contingent
consideration 498 438 60 2,074 1,757 317 -1,576
Total liabilities for contingent consideration 7,285 7,225 60 4,135 3,818 317 3,150

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

Also note the payment, during the period, to the selling company Euroquality of the contingent consideration totalling €1,616 thousand.

Price deferment liabilities

Price deferment liabilities represent the payable at the reporting date referring to deferments obtained from the selling shareholders of Warrant Hub S.p.A., Comas S.r.l., Promozioni Servizi S.r.l.

Changes in Price deferment liabilities:

Amounts in Euro 31/12/2020 Principal
payments
Interest paid Accrued
interest
30/06/2021
Price deferment liabilities 5,537 -2,602 -86 35 2,884

Lease liabilities

Lease liabilitiesincludes the present value of payments due on the leases falling under the application of IFRS 16.

Changes of lease liabilities:

Amounts in Euro 31/12/2020 New
leases
Principal
payments
Interest
paid
Accrued
interest
Change in scope
of consolidation
- Acquisitions
Other no
cash flow
changes
30/06/2021
Lease liabilities 12,870 1,061 -2,813 -141 149 5,286 503 16,915

Other no cash flow changes include adjustments to lease liabilities for changes in lease payments (e.g. ISTAT adjustments), extensions and early terminations.

Liabilities to other lenders

Liabilities to other lenders amounted to €4,494 thousand (€3,382 thousand at 31 December 2020). The item includes

  • €2,894 thousand prepaid by customers for the purchase of stamps and rights and not yet used at 31 December 2020 (€2,155 thousand at 31 December 2020);
  • €815 thousand of payables for dividends to be paid (€659 thousand of Queryo Advance Srl and €157 thousand of the parent company Tinexta SpA);
  • €626 thousand of payables to customers for amounts recovered to be retroceded as part of the credit collection activities of the Credit Information & Management segment (€797 thousand at 31 December 2020);
  • €155 thousand in liabilities of Warrant Hub in relation to the cash collected for projects and initiatives approved by the European Commission and to be paid to the partner companies in such projects and initiatives (€425 thousand at 31 December 2020).

31. TRADE AND OTHER CURRENT PAYABLES

The item Trade and other current payables totalled €79,949 thousand (€60,249 thousand at 31 December 2020) and can be detailed as follows:

€ '000 30/06/2021 31/12/2020 Change
Trade payables due to suppliers 41,508 34,313 7,195
Trade payables to ultimate parent 75 169 -94
Trade payables to associated companies 310 98 212
Trade payables 41,893 34,580 7,313
Due to social security institutions 8,828 6,717 2,111
VAT liability 6,267 3,826 2,441
Payable for withholding taxes to be paid 3,443 2,683 760
Other tax liabilities 474 0 474
Payables to employees 18,456 12,011 6,445
Due to others 587 432 155
Other current payables 38,055 25,669 12,386
Trade and other current payables 79,949 60,249 19,700
of which vs. related parties 368 280 88

The increase in the item Trade payables was affected by the balances contributed at the date of first-time consolidation by the companies that entered the consolidation scope during the first half of the year, for a total of €9,036 thousand. Trade payables due to suppliers are summarised below by past due brackets:

Invoices received
€ '000 Trade
payables
due to
suppliers
Accruals
and
invoices
to be
received
due past
due
within
90
days
past due
between
91 and
180
days
past due
between
181
days
and 1
year
past
due
beyond
1 year
30 June 2021 41,508 21,398 20,110 14,964 3,698 750 265 433
31 December 2020 34,313 17,289 17,024 13,700 2,429 224 373 299

The increase in the item Payables to social security institutions and Payables to employees was affected by the balances contributed by the companies that entered the scope of consolidation in the first half of 2021 in relation to the personnel transferred to the Group. The item Payables to employees includes payables for wages to be paid, pay in lieu of vacation, expense reports to be reimbursed and bonuses to be paid.

32. CONTRACT LIABILITIES

Contract liabilities represent the Group's obligation to transfer to the customer goods or services for which the Group has received consideration from the customer or for which consideration is due. This item includes deferred trade income, advances and thus prepaid trade amounts, the gross amount due to customers for project work and the value of options (material rights) which allow the customer to acquire additional goods or services free of charge or with a discount. This item was equal to €70,599 thousand at 30 June 2021 (of which €115 thousand due to related parties), and can be broken down as follows:

€ '000 31/12/2020 Decreases
in revenues
1st half
2021
Increases Reclassifications Change in
Scope -
Acquisitions
30/06/2021
Non-current contract liabilities 10,961 0 7,885 -3,023 0 15,824
Current contract liabilities 46,411 -35,024 31,159 3,023 9,207 54,776
Contract liabilities 57,372 -35,024 39,044 0 9,207 70,599

33. DEFERRED INCOME

The item Deferred income totalled €2,130 thousand (€1,857 thousand at 31 December 2020) and includes primarily deferrals for government grants.

Information on the Comprehensive Income Statement

Compared to the first half of 2020, the consolidated income statement data of first half 2021 include the balances of the first six-months of

  • Corvallis S.r.l. (Cybersecurity segment) consolidated as from 1 January 2021;
  • Queryo Advance S.r.l. (Innovation & Marketing Services segment) consolidated as from 1 January 2021;
  • Swascan S.r.l. (Cybersecurity segment) consolidated as from 1 October 2020;
  • Euroquality S.A.S. and Europroject O.O.D. (Innovation & Marketing Services segment) consolidated as from 31 December 2020;
  • Trix S.r.l. (Innovation & Marketing Services segment) established at the end of December 2020; and
  • Tinexta Cyber S.p.A. (Cybersecurity segment) established in January 2021.

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

As already commented in Note 12. Business Combinations to the Annual Consolidated Financial Statements at 31 December 2020, in relation to the completion of activities for the identification of the fair values of the assets and liabilities of Privacy Lab S.r.l., at the acquisition date, the comparative balances in the first half of 2020 were re-determined as follows:

€ '000 Six-month period
closed at 30 June
2020
Completion of
Privacy Lab
Business
Combination
Six-month period
closed at 30 June
2020 Restated
Revenues 123,817 123,817
Costs of raw materials 4,515 4,515
Service costs 39,905 39,905
Personnel costs 40,239 40,239
Contract costs 3,831 3,831
Other operating costs 915 915
Amortisation and depreciation 10,521 77 10,598
Provisions 360 360
Impairment 1,878 1,878
Total Costs 102,164 77 102,241
OPERATING PROFIT 21,653 -77 21,576
Financial income 951 951
Financial charges 1,370 1,370
Net financial income (charges) -419 0 -419
Share of profit of equity-accounted investments, net of tax effects 91 91
PROFIT BEFORE TAX 21,325 -77 21,248
Income taxes 5,334 -21 5,312
NET PROFIT FROM CONTINUING OPERATIONS 15,991 -56 15,936
Profit (loss) from discontinued operations 0 0 0
NET PROFIT 15,991 -56 15,936
Profit for the period attributable to the Group 15,785 -50 15,735
Profit for the period attributable to minority interests 206 -6 201

34. REVENUES

In the first half of 2021, Revenues totalled €177,813 thousand (€123,817 thousand in the first half of 2020). The increase compared to the first half of 2020 was 43.6% (€53,996 thousand), of which 31.0% (€38,398 thousand) due to the change in the scope of consolidation and 12.6% (€15,597 thousand) to organic growth.

Six-month period closed at 30 June
€ '000 2021 2020 Change
Revenues from sales and services 175,362 122,445 52,917
Other revenues and income 2,451 1,372 1,079
Revenues 177,813 123,817 53,996
of which vs. related parties 100 78 23
of which non-recurring 0 74 -74

Breakdown of revenues by business segment:

€ '000
Six-month period closed
at 30 June
Digital Trust Cybersecurity Credit Information &
Management
Innovation &
Marketing Services
Other sectors
(Holding costs)
Total
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Segment revenues 63,618 55,433 34,623 0 38,706 35,273 41,664 33,700 1,178 1,060 179,788 125,466
Intra-segment revenues 205 337 190 0 345 236 58 15 1,178 1,060 1,975 1,648
Revenues from third
parties
63,413 55,096 34,433 0 38,360 35,037 41,606 33,685 1 0 177,813 123,817

Revenues from sales and services

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

1st half 2021 1st half 2020
€ '000 Digital
Trust
Credit
Information
&
Management
Innovation
&
Marketing
Services
Cybersecurity Total Digital
Trust
Credit
Information &
Management
Innovation
&
Marketing
Services
Total
Italy 59,817 38,151 38,386 33,258 169,612 51,074 34,880 32,424 118,379
EU 2,791 46 2,277 42 5,156 3,144 41 507 3,693
Non-EU 233 98 60 204 594 281 69 24 374
Total by Geographical area 62,841 38,294 40,723 33,504 175,362 54,499 34,990 32,956 122,445
Digital Trust products 30,551 30,551 25,837 25,837
Digital Trust solutions 18,608 18,608 15,947 15,947
Data distribution platforms, software and
electronic services
13,683 13,683 12,715 12,715
Commercial information and credit recovery 24,909 24,909 24,065 24,065
Real estate information and real estate appraisal
services
13,385 13,385 10,925 10,925
Marketing consulting 9,558 9,558 6,241 6,241
Innovation consulting 17,904 17,904 19,601 19,601
Other innovation services 13,261 13,261 7,114 7,114
Cybersecurity products and services 33,504 33,504 0
Total by type of product/service 62,841 38,294 40,723 33,504 175,362 54,499 34,990 32,956 122,445

Other revenues and income

Six-month period closed at 30 June
€ '000 2021 2020 Change
Government grants 2,131 1,043 1,088
Capital gains on the sale of assets 25 46 -22
Rental income on investment property 23 23 0
Other 272 260 13
Other revenues and income 2,451 1,372 1,079
of which non-recurring 0 74 -74

Other revenues and income amounted to €2,451 thousand (€1,372 thousand in the first half of 2020).

35. COSTS OF RAW MATERIALS

In the first half of 2021, costs of raw material totalled €5,970 thousand (€4,515 thousand in the first half of 2020). The increase compared to the first half of 2020 was 32.2% (€1,456 thousand), of which 7.8% (€351 thousand) due to the change in the scope of consolidation and 24.5% (€1,104 thousand) to organic growth.

Six-month period closed at 30 June
€ '000 2021 2020 Change
Hardware, software 5,886 4,567 1,318
Change in inventories of raw and ancillary materials, consumables and goods 85 -53 138
Costs of raw materials 5,970 4,515 1,456

36. SERVICE COSTS

In the first half of 2021, service costs totalled €56,111 thousand (€39,905 thousand in the first half of 2020). The increase compared to the first half of 2020 was 40.6% (€16,207 thousand), of which 23.6% (€9,412 thousand) due to the change in the scope of consolidation and 17.0% (€6,795 thousand) to organic growth.

Six-month period closed at 30 June
€ '000 2021 2020 Change
Technical services 27,178 16,254 10,924
IT structure costs 7,964 5,425 2,539
Access to databases and commercial information 5,807 5,753 54
Outsourcing services 4,255 2,860 1,395
Specialist professional services 2,937 2,482 455
Advertising, marketing and communication 2,465 2,202 262
Property, plant and vehicle management costs 1,478 951 527
Consultancy 1,451 846 605
Utilities and telephone costs 806 632 174
Travel, assignments, and lodging expenses 754 783 -29
Banking costs 649 462 187
Costs for agent network 572 417 155
Other costs of the commercial network 482 693 -211
Insurance 430 330 100
Remuneration of the Board of Statutory Auditors and Supervisory Body 339 295 44
Rental costs excluding IFRS 16 307 186 121
Independent auditors' fees for audit and other services 281 211 70
Other service costs 726 788 -62
Capitalised service costs -2,770 -1,667 -1,103
Service costs 56,111 39,905 16,207
of which vs. related parties 1,032 802 230
of which non-recurring 1,115 526 589

Technical services represent professional and technical services relating to the Group's ordinary operations, which can be potentially insourced and are activated only for technical and organisational reasons or business practice. These include €10,089 thousand relating to the Digital Trust segment (€8,619 thousand in the first half of 2020), €6,299 thousand to the Credit Information & Management segment (€4,729 thousand in the first half of 2020) and €5,735 thousand relating to the Innovation & Marketing Services segment (€2,906 thousand in the first half of 2020) and €5,054 thousand to the Cybersecurity segment.

Non-recurring items are recognised for €840 thousand in Specialist professional services and for €275 thousand in Consultancy and relate to expenses incurred for acquisitions of target companies.

Capitalised service costs refer for €1,107 thousand (€668 thousand in 2020) to costs incurred for fulfilling contract obligations for the external costs incurred in Digital Trust to implement "ad hoc" customer platforms to provide a series of services within a time frame of over twelve months, and for external costs sustained for the provision of consulting services, primarily relating to innovation consulting in Innovation & Marketing Services, for which the related revenue has not yet been recognised. The additional capitalised costs of €1,663 thousand (€998 thousand in 2020) refer to software development activities, in particular in Digital Trust.

37. PERSONNEL COSTS

-

Personnel costs totalled €70,453 thousand (€40,239 thousand in the first half of 2020). The increase compared to the first half of 2020 was 75.1% (€30,213 thousand), of which 58.2% (€23,436 thousand) due to the change in the scope of consolidation and 16.8% (€6,777 thousand) to organic growth.

Six-month period closed at 30 June
€ '000 2021 2020 Change
Wages and salaries 48,200 27,680 20,521
Social security contributions 14,452 8,468 5,984
Employee severance indemnity 2,924 1,748 1,176
Retirement incentives 51 170 -119
Provisions for stock options 903 39 864
Other personnel costs 1,881 1,284 597
Capitalised personnel costs -1,749 -1,651 -99
Directors' fees 3,371 2,232 1,139
Ongoing partnerships 420 270 151
Personnel costs 70,453 40,239 30,213

The increase in costs for wages and salaries, social security charges and post-employment benefits is consistent with the increase in the average number of employees employed in the Group compared to the first half of 2020.

Table indicating the number of employees at 30 June 2021 and the average number of employees in the first half of 2021 compared with the figure for in the first half of 2020:

Number of employees 30/06/2021 Average number in six-month period closed at 30 June
2021 2020
Senior Management 70 67 42
Middle Management 295 290 176
Employees 1,844 1,762 1,090
Total 2,209 2,119 1,308

Capitalised personnel costs refer for €541 thousand (€680 thousand in the first half of 2020) to costs incurred for fulfilling contract obligations for personnel costs sustained in Digital Trust in order to implement "ad hoc" customer platforms to provide a series of services within a time frame of over twelve months, and for costs sustained for the provision of consulting services, primarily relating to innovation consulting in Innovation & Marketing Services, for which the relative revenue has not yet been recognised. The additional capitalised costs of €1,208 thousand (€970 thousand in 2020) refer to software development activities, in particular in Digital Trust.

Information on the 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.

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

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

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

The accrued cost recognised in the first half of 2021 for the aforementioned plan, under personnel costs, was €889 thousand.

Information on the 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.

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

At the grant date, 23 June 2021, the fair value for each option was equal to €12.00. The fair value of the options assigned was calculated by an independent expert, reflecting the "no arbitrage" and "risk neutral framework" characteristics common to the basic pricing models for options, by means of the calculation parameters indicated below:

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

The accrued cost recognised in the first half of 2021 for the aforementioned plan, under personnel costs, was €13 thousand.

38. CONTRACT COSTS

The item Contract costs includes the periodic release of the year's share of the incremental cost assets capitalised for obtaining or fulfilling the contract (better described in Note 19. Contract cost assets).

€ '000 Six-month period closed at 30 June
2021 2020 Change
Contract obtainment costs 2,434 2,428 7
Contract fulfilment costs 1,616 1,404 212
Contract costs 4,050 3,831 219

39. OTHER OPERATING COSTS

Other operating costs totalled €958 thousand (€915 thousand in the first half of 2020). The increase compared to the first half of 2020 is equal to 4.8% (€44 thousand), of which 18.1% (€166 thousand) attributable to the change in the scope of consolidation and -13.3% (- €122 thousand) to the organic contraction.

These costs refer to items of a residual nature, the most significant of which include: donations, gifts and membership fees (€265 thousand) and sundry taxes and duties (€257 thousand).

40. AMORTISATION AND DEPRECIATION, PROVISIONS AND IMPAIRMENT

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

Six-month period closed at 30 June
€ '000 2021 2020 Change
Depreciation of property, plant and equipment 4,262 3,372 890
of which leased 2,761 1,974 787
Amortisation of intangible assets 8,479 7,213 1,265
Depreciation of investment property 13 13 0
Amortisation and depreciation 12,754 10,598 2,155
Provisions 444 360 84
Impairment 670 1,878 -1,207

Amortisation and depreciation in the first half of 2021 amounted to €12,754 thousand (€10,598 thousand in 2020), of which €4,262 thousand referring to property, plant and equipment (€2,761 thousand on rights of use), €8,479 thousand to intangible assets, and €13 thousand to investment property. For further details regarding the breakdown of amortisation and depreciation and the impact of the change in the scope of consolidation, reference is made to Notes 13, 14 and 15.

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

The Impairment for the period (€670 thousand) refers entirely to the expected losses on trade receivables (in this regard, please refer to Note 21. Trade and other receivables).

41. NET FINANCIAL INCOME (CHARGES)

Net financial charges totalled €1,794 thousand (€419 thousand in the first half of 2020).

€ '000 Six-month period closed at 30 June
2021 2020 Change
Financial income 83 951 -868
of which non-recurring 0 710 -710
Financial charges 1,877 1,370 506
of which vs. related parties 26 22 5
Net financial income (charges) -1,794 -419 -1,374

Financial income

Six-month period closed at 30 June
€ '000 2021 2020 Change
Exchange gains 31 42 -11
Positive adjustment to the fair value of contingent consideration 22 161 -139
Positive adjustment to financial instruments at fair value 12 13 -2
Income on financial assets at amortised cost 7 18 -11
Bank and postal interest 6 7 -1
Other financial income 6 710 -704
Financial income 83 951 -868
of which non-recurring 0 710 -710

Other financial income in the first half of 2020 included €710 thousand for the renegotiation of two loans.

Financial charges

Six-month period closed at 30 June
€ '000 2021 2020 Change
Interest expenses on bank loans 721 711 10
Amortised cost adjustment on bank loans 607 329 277
Charges on hedging derivatives 238 99 139
Interest expenses on leases 149 152 -3
Interest expenses on payment deferments 35 62 -27
Exchange losses 29 17 13
Other interest expenses 41 1 40
Negative adjustment to the fair value of contingent consideration 42 0 42
Other financial charges 14 0 14
Financial charges 1,877 1,370 506
of which vs. related parties 26 22 5

The increase in interest expenses on bank loans and in Amortised cost adjustment on bank loans reflected the increase in bank debt compared to the same period of the previous year. Total financial expenses attributable to bank loans in the period include €238 thousand in charges on hedging derivatives.

42. INCOME TAXES

Income taxes for the first half of 2021, amounting to €3,787 thousand, can be broken down as follows:

Six-month period closed at 30 June
€ '000 2021 2020 Change
IRES 7,113 5,494 1,619
IRAP 1,625 1,506 119
Current foreign taxes 174 26 148
Deferred tax liabilities -2,863 -992 -1,871
Deferred tax assets -2,353 415 -2,768
Income taxes related to previous years -763 -1,137 375
Taxes other than the above 854 0 854
Income taxes 3,787 5,312 -1,525
of which non-recurring -4,317 -1,018 -3,299

Non-recurring items includes non-recurring income of €4,317 thousand referring to:

  • for a total of €3,401 thousand to the redemption of statutory/fiscal value differentials. The Group made use of the option to obtain full recognition for tax purposes of the differences between the carrying amounts and the tax bases of some intangible assets arising from the merger by incorporation of Promozioni Servizi S.r.l. in 2020 (Article 176, paragraph 2-ter, of Italian Presidential Decree no. 917/86 and Article 15, paragraph 10, of Italian Decree Law no. 185/2008), as well as other intangible assets recognised in connection with the merger transactions in years prior to 2020 (Article 110 of Italian Decree Law 104/2020). This option resulted in provisions of Deferred tax assets for €2,132 thousand, releases of Liabilities for deferred taxes for €2,122 thousand, as well as the recognition of a substitute tax of €853 thousand under the item Taxes other than the above;
  • for €816 thousand to the rebate of the first advance payment of 2020 IRAP recognised by virtue of the extension of the ceiling to the benefit provided by Italian Decree Law 41/2021 known as the "Decreto Sostegni", recognised under item Income taxes related to previous years;
  • for €100 thousand to the tax effect on the non-recurring components of the profit before tax.

Additional information

43. EARNINGS PER SHARE

Basic earnings per Share are calculated by dividing Net Profit for the period attributable to the Group by the weighted average number of Ordinary Shares outstanding during the period (net of any Treasury Shares).

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

Six-month period closed at 30 June
2021
2020
Net Profit attributable to the Group (€ '000) 20,361 15,735
Weighted average number of outstanding Ordinary Shares 46,260,390 47,122,535
Basic earnings per Share (€) 0.44 0.33

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

Six-month period closed at 30 June
2021
2020
Net Profit attributable to the Group (€ '000) 20,361 15,735
Diluted weighted average number of shares 47,139,143 47,127,898
Diluted earnings per share (€) 0.43
0.33

44. TRANSACTIONS WITH RELATED PARTIES

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

The following table summarises all equity balances and the impact on related items of the Statement of Financial Position at 30 June 2021, with comparative figures at 31 December 2020:

30/06/2021
€ '000 Current tax
assets
Trade and
other current
receivables
Non-current
financial
liabilities
Non-current
contract
liabilities
Current
financial
liabilities
Trade and
other current
payables
Current
contract
liabilities
Ultimate Parent 0 57 299 0 71 75 0
Associated companies 0 304 0 40 0 293 75
Other Related Parties 0 77 1,035 0 1,141 0 0
Total Related Parties 0 438 1,334 40 1,212 368 75
Total financial statement
item
1,588 95,613 247,601 15,824 54,598 79,949 54,776
% Incidence on Total 0.0% 0.5% 0.5% 0.3% 2.2% 0.5% 0.1%
31/12/2020
€ '000 Current tax
assets
Trade and
other current
receivables
Non-current
financial
liabilities
Non-current
contract
liabilities
Current
financial
liabilities
Trade and
other current
payables
Current
contract
liabilities
Ultimate Parent 6 20 333 0 71 169 0
Associated companies 0 2 0 0 0 83 0
Other Related Parties 0 27 1936 0 1177 28 0
Total Related Parties 6 48 2,269 0 1,248 280 0
Total financial statement
item
311 84,110 150,508 10,961 40,365 60,249 46,411
% Incidence on Total 1.8% 0.1% 1.5% 0.0% 3.1% 0.5% 0.0%

Financial liabilities included the amount payable for leases for buildings already existing at 31 December 2020, to the ultimate parent Tecno Holding S.p.A. (€370 thousand) and to other related parties of the Group (€806 thousand) as well as the payable for price deferments (€1,370 thousand) granted in prior years by the selling shareholders of the equity investments, considered today as other related parties in their quality of strategic managers of the Group.

The table below summarises all economic transactions and the incidence on the associated items of the Income Statement in the first half of 2021 and the relative comparative balances in the first half of 2020:

Six-month period closed at 30 June 2021
€ '000 Revenues Service costs Other operating costs Financial charges
Ultimate Parent 259 5
Associated companies 77 629
Other Related Parties 23 145 1 21
Total Related Parties 100 1,032 1 26
Total financial statement
item
177,813 56,111 958 1,877
% Incidence on Total 0.1% 1.8% 0.1% 1.4%
Six-month period closed at 30 June 2020
€ '000 Revenues Service costs Other operating costs Financial charges
Ultimate Parent 189 6
Associated companies 77 609
Other Related Parties 4 1 15
Total Related Parties 78 802 1 22
Total financial statement
item
123,817 39,905 915 1,370
% Incidence on Total 0.1% 2.0% 0.1% 1.6%

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

45. TOTAL FINANCIAL INDEBTEDNESS

As required by CONSOB communication no. DEM/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, the Group's total financial indebtedness at 30 June 2021 was:

€ '000 30/06/2021 of which
vs. related
parties
31/12/2020 of which
vs. related
parties
A Cash 95,002 92,813
B Cash equivalents 0 0
C Other current financial assets 2,850 7,320
D Liquidity (A+B+C) 97,852 100,132
E Current financial debt 13,595 8,106
F Current portion of non-current financial debt 41,003 1,212 32,258 1,248
G Current financial indebtedness (E+F) 54,598 40,365
H Net current financial indebtedness (G+D) -43,254 -59,768
I Non-Current financial debt 248,491 1,334 151,650 2,269
J Debt instruments 0 0
K Non-current trade and other payables 0 0
L Non-current financial indebtedness (I+J+K) 248,491 151,650
M Total financial indebtedness (H+L) 205,237 91,882

46. KEY EVENTS SUBSEQUENT TO THE END OF THE PERIOD

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.) and consolidated using the equity method in the Condensed Interim Consolidated Financial Statements at 30 June 2021. With this agreement, the Tinexta Group comes to hold 51% of Camerfirma Colombia, thus acquiring control.

On 16 July 2021, through the subsidiary Warrant Hub S.p.A., an agreement was executed for the acquisition of 100% of Financial consulting Lab Srl and Financial CLab Srl for a total amount of €4.5 million. The closing of the transaction is expected to take place in October. Both companies are based in Brescia. Financial Consulting Lab Srl 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 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 options on the 25% 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.

On 21 July 2021, Tinexta S.p.A., through its subsidiary InfoCert S.p.A., finalised a binding offer, in the form of a Put Option Agreement, to the French company Oodrive S.A.S. for the acquisition of 60% of the CertEurope S.A.S. share capital. Oodrive has been owned since 2017 by Tikehau Capital, a global alternative asset management group. 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 will enter 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 CertEurope acquisition 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 EBITDA 8 of Euro 5.2 million with an EBITDA Margin of 37%.

In accordance with the French legal system, the formalisation of the definitive agreement will take place after the selling party has conducted the information-consultation process of the corporate committee. The transaction is subject to the completion of the control procedure for foreign investments in France. In accordance with the French legal system, the signing is expected to take place in September, at the end of the Hamon Law process involving the Human Resources of the acquired company and being launched today. Closing is expected to take place by the fourth quarter of 2021. This transaction is subject to the completion of antitrust and Golden Rule procedures in France.

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.

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

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

    1. The undersigned Pier Andrea Chevallard and Nicola Di Liello, as Chief Executive Officer and Manager responsible for the preparation of the corporate accounting documents of Tinexta S.p.A., respectively, certify, taking into account the provisions of Art. 154-bis, paragraphs 3 and 4, of Italian Legislative Decree 24 February 1998 n. 58:
  • the adequacy in relation to the characteristics and
  • the effective application of the administrative and accounting procedures in drawing up the Condensed Interim Consolidated Financial Statements of First Half 2021.
    1. In this regard, it is stated that no material aspects were identified.
    1. It is also certified that:
  • 3.1 The Condensed Interim Consolidated Financial Statements:
    • a. are drawn up in accordance with the applicable international accounting standards recognised in the European Union pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and Council of 19 July 2002;
    • b. correspond to the results of the books and accounting records;
    • c. are suitable in providing a true and accurate representation of the Balance Sheet, Income Statement and Financial Position of the Company and of the set of companies included within the scope of consolidation.

3.2 The Interim Report on Operations provides a reliable analysis of information on the key events that took place during the first six months of the year and on their impact on the Condensed Interim Consolidated Financial Statements, along with a description of the main risks and uncertainties for the remaining six months of the year. The Interim Report on Operations also includes a reliable analysis of the information on significant transactions with related parties.

Milan, 3 August 2021

Pier Andrea Chevallard Nicola Di Liello

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