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Tinexta Interim / Quarterly Report 2021

May 12, 2021

4493_ir_2021-05-12_7f52d3a9-a5b9-4eb8-a94b-594b03647f11.pdf

Interim / Quarterly Report

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INTERIM REPORT ON OPERATIONS AS AT 31/03/2021

This English version of Tinexta's Interim Report on Operations at 31/03/2021 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 GOVERNANCE BODIES 1
SUMMARY OF GROUP RESULTS 2
INTERIM REPORT ON OPERATIONS 3
GROUP ACTIVITIES 3
KEY EVENTS OF THE PERIOD 5
DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS 7
SUMMARY OF RESULTS FOR THE FIRST QUARTER OF 2021 8
FINANCIAL POSITION OF THE GROUP 13
KEY EVENTS SUBSEQUENT TO THE END OF THE QUARTER 16
BUSINESS OUTLOOK 16
TREASURY SHARE PURCHASE PROGRAMME 16
2020-2022 STOCK OPTION PLAN 17
MAIN RISKS AND UNCERTAINTIES 18
TRANSACTIONS WITH RELATED PARTIES 18
INTERIM REPORT PREPARATION CRITERIA 18
SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA 18
FINANCIAL STATEMENTS 21
Consolidated Financial Statements 22
Declaration of the manager responsible for the preparation of the corporate accounting documents pursuant to

COMPANY DATA and COMPOSITION OF CORPORATE GOVERNANCE BODIES

Parent Company's Registered Office

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

Statutory Information about the Parent Company

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

Corporate governance bodies currently in office

Board of Directors
Enrico Salza Chairman
Riccardo Ranalli Deputy Chairman
Pier Andrea Chevallard Chief Executive Officer
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)
Gail Catherine Anderson Director (independent)
Control and Risk 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
Gail Catherine Anderson
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

SUMMARY OF GROUP RESULTS

Summary income statement
(€'000s)
1st quarter
2021
1st quarter
20201
Change Change
Revenues 82,666 54,911 27,755 50.5%
EBITDA before Stock Options 16,777 10,916 5,861 53.7%
EBITDA 16,351 10,916 5,435 49.8%
Operating profit 9,527 4,643 4,885 105.2%
Net profit 6,822 2,890 3,932 136.0%
Adjusted net profit 7,380 3,878 3,502 90.3%
Free cash flow 24,783 20,113 4,670 23.2%
Summary Financial Data
(€'000s)
31/03/2021 31/12/2020 Change Change %
Share capital 47,207 47,207 0 0.0%
Shareholders' Equity 170,277 173,881 -3,604 -2.1%
Net financial indebtedness 187,047 91,882 95,165 103.6%
Summary Financial Data
(€'000s)
31/03/2021 31/03/20201 Change Change %
Share capital 47,207 47,207 0 0.0%
Shareholders' Equity 170,277 152,074 18,203 12.0%
Net financial indebtedness 187,047 111,366 75,681 68.0%

1 The comparative data for the first three 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.

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 (CEM), 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 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. In addition, as a service provider, it provides an integrated technology 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 Perú S.A.C. and Camerfirma Colombia S.A.S.), mainly offers digital certification services. It has launched the marketing of high value-added InfoCert products to banks and large companies operating on the Spanish market.

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 also offers 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 majorItalian companies: the company containing the Projects and Solutions - IT and R&D business unit 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 customer base, developed on solid relationships, on processes aligned with international best practices. It also boasts 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 damage potentially deriving from a cyber attack. The group 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, the Yoroi group carries out intense R&D activities, collaborating with the University of Bologna, University La Sapienza in Rome, and the University of Sannio.

Swascan S.r.l. is an innovative Italian Cyber Security 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 servicesto 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 as well as abroad. In July 2015, Co.Mark TES was established in Barcelona with the objective of developing the innovative export model to support Spanish SMEs, which operate in a market very similar to the Italian one. On 28 January 2021, Co.Mark S.p.A. finalised its acquisition of control of Queryo Advance S.r.l. (Queryo), a Digital Agency founded in 2014, which mainly offers 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 mainly offer consulting services to companies that invest in productivity and innovation/R&D to obtain subsidised and integrated loans primarily from the

Ministry of Economic Development and the Regions, as well as the tools provided by the National Industry Plan 4.0. BeWarrant and the European Funding Division of Warrant Hub support European research, development or innovation projects, promoting access to the European non-repayable cofinancing on the programmes dedicated to this, such as Horizon 2020 (Future Horizon Europe), Life, SME Instrument 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, as at 31 March 2021:

KEY EVENTS OF THE PERIOD

An overview of the key events that occurred in the first quarter of 2021 is provided as follows:

    1. On 7 January 2021, Tinexta S.p.A. established a joint-stock company called Tinexta Cyber S.p.A. with sole shareholder, with registered office in Rome. The share capital amounts to €1,000,000 divided into no. 1,000,000 ordinary shares with no nominal value and was fully paid up. In January and February, Tinexta S.p.A. made capital contribution payments totalling €50 million.
    1. On 22 January 2021, following the signing on 12 October 2020, Tinexta S.p.A., through the newly established Tinexta Cyber S.p.A., finalised the acquisition of 70% of the 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 all the 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 an earnout, currently estimated at €0.2 million, which will be disbursed after the approval of the company's 2020 financial statements if the conditions are met. The agreements prescribe that the Put & Call option rights relating to minority interests may be exercised in 2024, after the approval of the 2023 Financial Statements. As part of Tinexta's new Cyber Security business unit ("BU"), the skills developed by Corvallis and the size of the division are essential to create advanced solutions and

tackle the most complex projects. High skills, highly specialised resources and advanced technologies will make it possible to seize the growing opportunities in the rapidly expanding digital market.

    1. On 26 January 2021, following the signing announced on 12 October 2020, Tinexta S.p.A., through the newly established Tinexta Cyber S.p.A., finalised the acquisition of 60% of the capital of Yoroi, one of the most advanced players in the Cyber Security 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 an earnout, currently estimated at €0.5 million, that will be disbursed after the approval of the company's 2020 financial statements if the conditions are met. The agreements prescribe that the Put & Call option rights relating to minority interests may be exercised in 2024, after the approval of the 2023 Financial Statements. As part of the new Cyber Security 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 damage potentially deriving from a cyber attack.
    1. On 28 January 2021, Co.Mark S.p.A. finalised the investment in Queryo Advance S.r.l. (Queryo) for a stake equal to 60% of the share capital for an amount of €8.0 million, of which €4.2 million paid at closing and the residual amount, currently estimated at €3.8 million, after the definition of the net financial position at closing. The transaction also envisages a variable price component of up to €1.2 million, which will be disbursed by way of earn-out in consideration of the 2021 performance. This is currently estimated at €0.1 million. Queryo is a Digital Agency founded in 2014, which mainly offers 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. Queryo closed 2020 with revenues of approximately €4.8 million and an EBITDA of approximately €2.5 million2 . The agreements prescribe that the Put & Call option rights relating to minority interests may be exercised in 2025, after the approval of the 2024 Financial Statements.
    1. On 18 February 2021, Tinexta S.p.A. sold the shareholding representing 51% of the share capital of Swascan S.r.l. to Tinexta Cyber S.p.A. at a "spot" price of €2,200 thousand.

2 Data prepared according to ITA GAAP standards.

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 these indicators, on 3 December 2015 CONSOB issued Communication no. 0092543/15, which makes the guidelines issued on 5 October 2015 by the European Securities and Markets Authority (ESMA/2015/1415) applicable to their presentation in regulated information issued or in the statements published after 3 July 2016. These guidelines aim to promote the usefulness and transparency of alternative performance indicators included in regulated information or in the statements falling within the scope of Directive 2003/71/EC, in order to improve their comparability, reliability and understandability, when these 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: it is calculated as "Net profit" before "Tax", "Net financial income (expenses)", "Quota of profit from equity investments accounted for using the equity method", "Amortisation and depreciation", "Provisions" and "Write-downs", i.e. as "Revenues" net of "Costs for raw materials", "Costs for services", "Personnel costs", "Contract costs" and "Other operating costs".

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

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

Operating profit: although there is no definition of operating profit in IFRS, it is shown in the income statement and of the other components of the statement of comprehensive income and it is calculated by subtracting "Amortisation and depreciation", "Provisions" and "Write-downs" from EBITDA.

Adjusted operating profit: it is calculated as "Operating profit" before the non-recurring components, before the cost (recognised under "Personnel costs") relating to the Stock Option Plan, 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: it is calculated as "Net profit" before the non-recurring components, before the cost relating to the Stock Option Plan, 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, except for non-recurring factors that cannot be closely related to the core business.

Adjusted earnings per share: the ratio betweenAdjusted net profit and the weighted average number of ordinary shares outstanding during the year.

Net financial position (indebtedness): it is calculated in accordance with Consob Communication no. 6064293 of 28 July 2006 and in compliance with ESMA Recommendation 2013/319, as the sum of "Cash and cash equivalents", "Other current financial assets" and "Current derivative financial instruments", less "Current financial liabilities", "Derivative liabilities" and "Non-current financial liabilities".

Total net financial position (indebtedness): it is calculated by adding to the net financial position (indebtedness) the amount of the "Non-current derivative financial instruments" and "Other non-current financial assets".

Free Cash Flow: it 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: 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 QUARTER OF 2021

The Group closed the first quarter of 2021 with Revenues of €82,666 thousand. EBITDA amounted to €16,351 thousand, equal to 19.8% of Revenues. Operating profit and Net profit amounted to €9,527 thousand and €6,822 thousand, respectively, equal to 11.5% and 8.3% of Revenues.

Condensed Consolidated Income
Statement
(€'000s)
1st quarter
2021
% 1st quarter
20203
% Change Change %
Revenues 82,666 100.0% 54,911 100.0% 27,755 50.5%
EBITDA before Stock Options 16,777 20.3% 10,916 19.9% 5,861 53.7%
EBITDA 16,351 19.8% 10,916 19.9% 5,435 49.8%
Operating profit 9,527 11.5% 4,643 8.5% 4,885 105.2%
Net profit 6,822 8.3% 2,890 5.3% 3,932 136.0%

Revenues increased by €27,755 thousand compared to the first quarter of 2020 (50.5%), and EBITDA by €5,435 thousand (49.8%), Operating profit was also up by €4,885 thousand (105.2%), and Net profit by €6,822 thousand (136.0%).

The period results include the contribution of the acquisitions: Corvallis S.r.l., its subsidiary Payotik S.r.l., Yoroi S.r.l., and Queryo Advance S.r.l. (consolidated from 1 January 2021), as well as Swascan S.r.l. (consolidated from 1 October 2020), Euroquality S.A.S. and Europroject O.O.D. (consolidated from 31 December 2020), Trix

3 The comparative data for the first quarter of 2020 were re-stated in relation to the completion, in the fourth quarter of 2020, of the 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.

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 reported below as a change in the scope of consolidation.

Consolidated Income Statement
(€'000s)
1st quarter
2021
% 1st quarter
2020
% Change Change %
Revenues 82,666 100.0% 54,911 100.0% 27,755 50.5%
Total Operating Costs* 65,889 79.7% 43,995 80.1% 21,894 49.8%
Costs of raw materials 3,168 3.8% 1,875 3.4% 1,293 68.9%
Service costs 26,553 32.1% 19,555 35.6% 6,999 35.8%
Personnel costs* 33,860 41.0% 20,234 36.8% 13,626 67.3%
Contract costs 1,896 2.3% 1,887 3.4% 9 0.5%
Other operating costs 411 0.5% 444 0.8% -33 -7.4%
EBITDA before Stock Options 16,777 20.3% 10,916 19.9% 5,861 53.7%
Stock Option cost 426 0.5% 0 0.0% 426 n.a.
EBITDA 16,351 19.8% 10,916 19.9% 5,435 49.8%
Amortisation and depreciation 6,254 7.6% 5,163 9.4% 1,091 21.1%
Provisions 333 0.4% 238 0.4% 95 39.8%
Impairment 238 0.3% 873 1.6% -635 -72.8%
Operating profit 9,527 11.5% 4,643 8.5% 4,885 105.2%
Financial income 55 0.1% 204 0.4% -148 -72.8%
Financial charges 918 1.1% 687 1.3% 231 33.7%
Net Financial Charges 863 1.0% 483 0.9% 380 78.6%
Profit from equity-accounted investments 0 0.0% 14 0.0% -14 -102.3%
Profit before tax 8,664 10.5% 4,174 7.6% 4,490 107.6%
Income taxes 1,842 2.2% 1,283 2.3% 559 43.6%
Net profit 6,822 8.3% 2,890 5.3% 3,932 136.0%
of which minority interests 127 0.2% 17 0.0% 110 639.4%

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

* The 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.

Revenues increased from €54,911 thousand in the first quarter of 2020 to €82,666 thousand in the first quarter of 2021, with a growth of €27,755 thousand or 50.5%. The increase in Revenues attributable to the change in the scope of consolidation was 33.0% (€18,107 thousand), while organic growth was 17.6% (€9,647 thousand).

The Operating costs before Stock Options increased from €43,995 thousand in the first quarter of 2020 to €65,889 thousand in the first quarter of 2021, an increase of €21,894 thousand (49.8%). The increase in Operating costs attributable to the change in the scope of consolidation was 36.3% (€15,982 thousand), while the remaining 13.4% is due to organic growth (€5,912 thousand).

EBITDA before Stock Options rose from €10,916 thousand in the first quarter of 2020 to €16,777 thousand in the first quarter of 2021, with an increase of €5,861 thousand, or 53.7%. The increase in EBITDA before Stock Options attributable to organic growth is 34.2% (€3,735 thousand), while the change in the scope of consolidation accounts for 19.5% (€2,126 thousand).

As at 31 March 2021, costs for €426 thousand had been allocated for the 2020-2022 Stock Option Plan. Details can be found in the paragraph 2020-2022 Stock Option Plan.

The item Amortisation and depreciation, impairment and provisions, for €6,824 thousand (€6,274 thousand in the same period in 2020) includes €1,326 thousand in amortisation of Other intangible assets arising upon allocation of the price paid in Business Combinations (€1,493 thousand in the first three months of 2020), mainly relating to Innolva, Visura, Co.Mark and Warrant Hub. The increase in this item is substantially attributable to amortisation of Intangible assets (+ €655 thousand), in particular Databases and Software, and depreciation of Property, plant and equipment (+€436 thousand) partially offset by lower impairment of trade receivables (-€635 thousand). Provisions for risks increased by €95 thousand.

In 2020, Net financial income totalled €863 thousand for the first quarter of 2021, compared to Net financial charges of €483 thousand in the same period in 2020. The increase in Financial charges reflects 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 €1,842 thousand (€1,283 thousand in the first quarter of 2020). The tax rate was 21.3% (30.7% in the first quarter of 2020) due to a non-recurring tax income of €914 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).

Net profit for the first quarter of 2021 amounted to €6,822 thousand (of which €127 thousand from minority interests) compared to €2,890 thousand in the first quarter of 2020.

Adjusted Group Results

Adjusted economic 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
(€'000s)
1st quarter
2021
% 1st quarter
2020
% Change Change %
Adjusted revenues 82,666 100.0% 54,911 100.0% 27,755 50.5%
Adjusted EBITDA 16,994 20.6% 10,999 20.0% 5,995 54.5%
Adjusted operating profit 11,496 13.9% 6,219 11.3% 5,277 84.9%
Adjusted net profit 7,380 8.9% 3,878 7.1% 3,502 90.3%

Compared to the first quarter of 2020, the adjusted results showed an increase of 50.5% in Revenues, 54.5% in EBITDA, 84.9% in Operating profit and 90.3% in Net profit.

Non-recurring components

Over the course of the first quarter of 2021, Non-recurring operating costs of €217 thousand were recognised for acquisitions of target companies.

Non-recurring income taxes includes non-recurring income of €923 thousand, of which €9 thousand for the tax effect on non-recurring components of result before tax, €914 thousand for the IRAP benefits as per the so-called "Decreto Sostegni".

In the first quarter of 2020, Non-recurring operating costs €83 thousand were recorded and income under Non-recurring taxes amounted to €5 thousand.

Stock Option costs

The costs recognised in the period, totalling €426 thousand, refer to the 2020-2022 Stock Option Plan as described in full in the paragraph 2020-2022 Stock Option Plan.

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 €1,326 thousand (€1,493 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 Financial income for €16 thousand (€161 thousand in financial charges 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
(€'000s) 1st 1st 1st 1st 1st 1st
quarter quarter quarter quarter quarter quarter
2021 2020 2021 2020 2021 2020
Economic results reported 16,351 10,916 9,527 4,643 6,822 2,890
Provisions for Stock Options 426 0 426 0 426 0
EBITDA before Stock Options 16,777 10,916
Non-recurring service costs 217 83 217 83 217 83
Amortisation of Other intangible assets from Business Combinations 1,326 1,493 1,326 1,493
Adjustment of contingent considerations -16 -161
Tax effect on adjustments -481 -428
Non-recurring taxes -914 0
Adjusted economic results 16,994 10,999 11,496 6,219 7,380 3,878

Results by business segment

1st EBITDA % 1st EBITDA % Change %
Condensed Income Statement by
business segment
1st
1st
quarter
quarter
Quarter
Quarter
2021
2020
2021
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 31,180 26,111 5,069 19.4% 19.4% 0.0%
Cyber Security 16,786 0 16,786 n.a. 0.0% n.a.
Credit Information & Management 18,869 17,052 1,817 10.7% 10.7% 0.0%
Innovation & Marketing Services 16,145 11,994 4,151 34.6% 23.5% 11.1%
Other segments (Parent Company) 569 525 44 8.4% 8.4% 0.0%
Intra-segment -882 -770 -112 14.5% 12.5% 2.0%
Total Revenues 82,666 54,911 27,755 50.5% 17.6% 33.0%
EBITDA
Digital Trust 7,030 22.5% 5,919 22.7% 1,111 18.8% 18.8% 0.0%
Cyber Security 1,817 10.8% 0 n.a. 1,817 n.a. 0.0% n.a.
Credit Information & Management 5,218 27.7% 3,584 21.0% 1,634 45.6% 45.6% 0.0%
Innovation & Marketing Services 4,774 29.6% 3,332 27.8% 1,442 43.3% 34.0% 9.3%
Other Segments (Parent Company) -2,488 n.a. -1,919 n.a. -569 -
29.7%
-29.7% 0.0%
Total EBITDA 16,351 19.8% 10,916 19.9% 5,435 49.8% 30.3% 19.5%

Adjusted economic results by business segment:

1st EBITDA % EBITDA %
1st
Change %
Adjusted condensed Income
Statement by business segment
quarter
2021
1st
Quarter
2021
quarter
2020
1st
Quarter
2020
Change Total Organic Scope of consolidation
Revenues
Digital Trust 31,180 26,111 5,069 19.4% 19.4% 0.0%
Cyber Security 16,786 0 16,786 n.a. 0.0% n.a.
Credit Information & Management 18,869 17,052 1,817 10.7% 10.7% 0.0%
Innovation & Marketing Services 16,145 11,994 4,151 34.6% 23.5% 11.1%
Other segments (Parent Company) 569 525 44 8.4% 8.4% 0.0%
Intra-segment -882 -770 -112 14.5% 12.5% 2.0%
Total adjusted revenues 82,666 54,911 27,755 50.5% 17.6% 33.0%
EBITDA
Digital Trust 7,165 23.0% 5,919 22.7% 1,246 21.1% 21.1% 0.0%
Cyber Security 1,934 11.5% 0 n.a. 1,934 n.a. 0.0% n.a.
Credit Information & Management 5,280 28.0% 3,584 21.0% 1,697 47.3% 47.3% 0.0%
Innovation & Marketing Services 4,993 30.9% 3,396 28.3% 1,598 47.1% 36.0% 11.1%
Other Segments (Parent Company) -2,379 n.a. -1,899 n.a. -479 -25.2% -25.2% 0.0%
Total adjusted EBITDA 16,994 20.6% 10,999 20.0% 5,995 54.5% 33.5% 21.0%

Digital Trust

Revenues from the Digital Trustsegment amounted to €31,180 thousand. The increase compared to the first quarter of 2020 is equal to 19.4%, in absolute terms, €5,069 thousand. Over the course of the first quarter of 2021, the demand for digital services and dematerialisation continued, which supported the growth of Certified Electronic Mail (Legalmail), ature (LegalCert) and SPID (Public Digital Identity System) products, with an increase in Off the Shelf revenues (Telematic Trust Solutions), which the Group sells mainly through the E-Commerce channel and indirectly, as well as through websites and digital platforms. There was also an increase in revenues linked to Enterprise Solutions on existing contracts and on new commercial initiatives. The Group continues to develop its digital onboarding service, which means that its customers are guaranteed remote work continuity with high safety and functionality standards.

The EBITDA of the business segment amounted to €7,165 thousand. The increase compared to the first quarter of 2020 is 21.1%, €1,246 thousand in absolute terms. In percentage terms, the EBITDA margin was 23.0%, higher than in the first three months of 2020 (22.7%).

Cyber Security

Revenues of the Cyber Security segment amounted to €16,786 thousand, while EBITDA was €1,934 thousand. The EBITDA margin was 11.5%. The results achieved by the Cyber Security BU over the course of the first quarter of 2021 are in line with expectations, in terms of the level of business volume developed and the profit margins. The BU has seized upon market opportunities, in a context of increasing integration among the Group companies.

Credit Information & Management

In the Credit Information & Management segment, Revenues amounted to €18,869 thousand, with an increase of 10.7% compared to the first quarter of 2020, €1,817 thousand in absolute terms.The number of cases managed by the Group relating to access to the Central Fund guarantee remained high: the Italian Prime Ministerial Decrees issued and Italian Law Decree no. 23 of 8 April 2020 (known as the so-called "Business liquidity"), have increased the number of beneficiaries of the support measures and the percentage of maximum coverage. The demand for property information and property valuation services also increased significantly, and appears to have overcome the contraction caused by the health emergency.

EBITDA increased by 47.3% from the same period of the previous year, to €5,280 thousand. In percentage terms, the EBITDA margin was 28.0%, with a significant increase compared to the first quarter of 2020 (21.0%), determined by the better revenue mix.

Innovation & Marketing Services

Revenues of the Innovation & Marketing Services segment amounted to €16,145 thousand, with an increase of 34.6% compared to the first quarter of 2020, or € 4,151 thousand in absolute terms, 23.5% driven by organic growth and for the remaining part by the change in the scope of consolidation (11.1%), 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. Notwithstanding the persistence of the health emergency and the consequent restrictive measures put in place by the Italian Government, the companies of the BU have developed innovative services and products, increasing the turnover generated through an increase in the number of cases managed and the acquisition of new customers.

EBITDA for the segment was €4.993 thousand. The increase compared to EBITDA in the first quarter of 2020 was 47.1%. The growth due to the change in the scope of consolidation was 11.1%, while organic growth accounted for 36.0%. In percentage terms, the EBITDA margin was 30.9%, higher than the same period of the previous year (28.3%).

FINANCIAL POSITION OF THE GROUP

The Group's financial position at 31 March 20201 compared to 31 December 2020 and 31 March 2020:

Comparison as at 31 December 2020 Comparison as at 31 March 2020
€'000s 31/03
2021
% 31/12
2020
% Δ Δ % 31/03
2020
% Δ Δ %
Intangible assets 70,648 19.8% 70,070 26.4% 578 0.8% 71,232 27.0% -584 -0.8%
Goodwill 317,740 88.9% 215,036 80.9% 102,705 47.8% 199,510 75.7% 118,230 59.3%
Tangible fixed assets 6,631 1.9% 5,977 2.2% 653 10.9% 5,525 2.1% 1,106 20.0%
Leased tangible fixed assets 18,149 5.1% 13,736 5.2% 4,413 32.1% 14,885 5.6% 3,264 21.9%
Financial assets 7,657 2.1% 7,148 2.7% 509 7.1% 12,723 4.8% -5,067 -39.8%
Net non-current assets 420,824 117.8% 311,967 117.4% 108,857 34.9% 303,875 115.3% 116,949 38.5%
Inventories 971 0.3% 1,154 0.4% -184 -15.9% 1,211 0.5% -240 -19.8%
Trade receivables 80,124 22.4% 75,829 28.5% 4,295 5.7% 62,956 23.9% 17,169 27.3%
Contract assets 14,205 4.0% 9,231 3.5% 4,974 53.9% 6,521 2.5% 7,685 117.9%
Contract cost assets 6,801 1.9% 6,481 2.4% 319 4.9% 6,662 2.5% 139 2.1%
Trade payables -36,862 -10.3% -34,580 -13.0% -2,282 6.6% -25,562 -9.7% -11,300 44.2%
Contract liabilities and deferred income -72,452 -20.3% -59,229 -22.3% -13,222 22.3% -52,188 -19.8% -20,264 38.8%
of which current -57,414 -16.1% -48,264 -18.2% -9,150 19.0% -44,604 -16.9% -12,810 28.7%
of which non-current -15,038 -4.2% -10,965 -4.1% -4,073 37.1% -7,584 -2.9% -7,453 98.3%
Payables to employees -18,548 -5.2% -12,011 -4.5% -6,537 54.4% -9,568 -3.6% -8,980 93.9%
Other receivables 18,812 5.3% 10,797 4.1% 8,014 74.2% 10,633 4.0% 8,178 76.9%
Other payables -19,448 -5.4% -13,658 -5.1% -5,790 42.4% -10,829 -4.1% -8,619 79.6%
Current tax assets (liabilities) -7,687 -2.2% -4,835 -1.8% -2,852 59.0% -4,105 -1.6% -3,582 87.3%
Deferred tax assets (liabilities) -7,554 -2.1% -8,238 -3.1% 684 -8.3% -9,839 -3.7% 2,285 -23.2%
Net working capital -41,639 -11.7% -29,058 -10.9% -12,580 43.3% -24,110 -9.1% -17,529 72.7%
Employee benefits -17,509 -4.9% -12,923 -4.9% -4,587 35.5% -12,550 -4.8% -4,960 39.5%
Provisions for risks and charges -4,353 -1.2% -4,223 -1.6% -130 3.1% -3,713 -1.4% -640 17.2%
Total NWC and Provisions -63,501 -17.8% -46,204 -17.4% -17,297 37.4% -40,372 -15.3% -23,129 57.3%
Assets (Liabilities) held for sale 0 0.0% 0 0.0% 0 n.a. 0 0.0% 0 n.a.
TOTAL LOANS - NET INVESTED CAPITAL 357,323 100.0% 265,763 100.0% 91,560 34.5% 263,503 100.0% 93,820 35.6%
Shareholders' equity attributable to the
Group
166,153 46.5% 169,834 63.9% -3,680 -2.2% 148,198 56.2% 17,955 12.1%
Minority interests 4,123 1.2% 4,047 1.5% 76 1.9% 3,939 1.5% 184 4.7%
Shareholders' equity 170,277 47.7% 173,881 65.4% -3,604 -2.1% 152,137 57.7% 18,139 11.9%
Net financial indebtedness 187,047 52.3% 91,882 34.6% 95,165 103.6% 111,366 42.3% 75,681 68.0%
TOTAL INCOME 357,323 100.0% 265,763 100.0% 91,560 34.5% 263,503 100.0% 93,820 35.6%

Net invested capital grew by €91.6 million compared to 31 December 2020 due to the significant increase of €108.9 million in Net non-current assets, by virtue of the acquisitions in the period, net of the decrease in Net working capital of €12.6 million and of Provisions for €4.7 million.

Net non-current assets amounted to €420,824 thousand as at 31 December 2021, with an increase of €108,857 thousand (34.9%) compared to 31 December 2020 (€311,967 thousand). The change was affected by the goodwill, provisionally allocated, deriving from the acquisitions of:

  • Corvallis S.r.l. (€ 50,670 thousand),
  • Yoroi S.r.l. (€36,927 thousand) and
  • Queryo Advance S.r.l. (€15,018 thousand).

Net working capital fell from €-29,058 thousand as at 31 December 2020 to €-41,639 thousand as at 31 March 2021.

  • Trade receivables and Contract assets increased by €9,269 thousand due to the balances contributed as at 1 January by the companies acquired in 2021 of €20,243 thousand.
  • Trade payables increased by € 2,282 thousand due to the balances contributed as at 1 January by the companies acquired in 2021, equal to € 9,036 thousand.
  • The increase in Contract liabilities and deferred income, equal to €13,222 thousand, is attributable for €8,982 thousand to the balances contributed as at 1 January by the companies acquired in 2021.
  • The increase in Payables to employees, equal to €6,537 thousand, is attributable for €4,356 thousand to the balances contributed by the companies acquired in 2021 as at 1 January.

Net working capital as at 31 March 2021 would have been €-42,591 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.

Shareholders' equity decreased by €3,604 thousand due to the combined effect of:

  • the positive comprehensive income for the period of €6,890 thousand;
  • treasury shares acquired in the period (60,133, equal to 0.127% of the Share Capital) for a total purchase value of €1,275 thousand (details can be found in the paragraph Treasury share purchase programme);
  • the negative adjustment for the put options on minority interests (€9,595 thousand) due to the increase in future expected results of the relevant companies, as well the revaluation due to the passage of time;
  • increase of €482 thousand in the Stock Option Reserve;
  • dividends approved and distributed by Group companies to minority interests for €50 thousand.

The increases in Net non-current assets (€108,857 thousand) and the decrease in Shareholders' equity (€3,604 thousand), net of cash generation produced by Net Working Capital and Provisions (€17,297 thousand), resulted in an increase of €95,165 thousand in Net financial indebtedness.

Group net financial indebtedness

Comparison of the Group's net financial indebtedness as at 31 December 2020 with the same position as at 31 December 2020 and at 31 March 2020:

€'000s 31/03/2021 31/12/2020 Change % 31/03/2020 Change %
To Cash 117,129 92,809 24,320 26.2% 48,767 68,363 140.2%
B Other cash equivalents 9 4 5 143.7% 22 -13 -58.9%
D Cash and cash equivalents (A+B) 117,139 92,813 24,326 26.2% 48,789 68,350 140.1%
E Current financial receivables 2,506 7,320 -4,813 -65.8% 6,699 -4,192 -62.6%
F Current bank debt -1,341 -907 -434 47.8% -992 -349 35.2%
G Current portion of non-current debt -29,761 -25,214 -4,547 18.0% -23,992 -5,768 24.0%
H Other current financial debt -18,643 -14,244 -4,400 30.9% -37,041 18,398 -49.7%
I Current financial debt (F+G+H) -49,745 -40,365 -9,380 23.2% -62,025 12,280 -19.8%
J Net current financial position (indebtedness) (D+E+I) 69,900 59,768 10,132 17.0% -6,537 76,438 -1169.2%
K Non-current bank debt -174,513 -126,274 -48,239 38.2% -90,410 -84,103 93.0%
L Other non-current financial debt -82,434 -25,376 -57,058 224.9% -14,418 -68,016 471.7%
M Non-current financial debt (K+L) -256,947 -151,650 -105,297 69.4% -104,828 -152,119 145.1%
N Net financial position (Indebtedness) (J+M) (*) -187,047 -91,882 -95,165 103.6% -111,366 -75,681 68.0%
O Other non-current financial assets 1,404 1,246 158 12.7% 1,232 172 13.9%
P Total net financial position (Indebtedness) (N+O) -185,643 -90,636 -95,007 104.8% -110,134 -75,509 68.6%

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

Net financial indebtedness amounted to €187,047 thousand, with an increase of €95,165 thousand compared to 31 December 2020.

Composition of Net financial indebtedness:

Composition of net financial indebtedness 31/03/2021 31/12/2020 31/03/2020
Amounts in thousands of Euro Total % Total Incidence Total Incidence
Net financial indebtedness 187,047 91,882 111,366
Gross financial indebtedness 306,692 100.0% 192,014 100.0% 166,854 100.0%
Bank debt 205,614 67.0% 152,395 79.4% 115,394 69.2%
Payable for acquisition of equity investments 78,184 25.5% 22,226 11.6% 34,134 20.5%
Liabilities related to the purchase of minority interests 67,262 21.9% 12,554 6.5% 18,995 11.4%
Contingent considerations connected to acquisitions 7,443 2.4% 4,135 2.2% 7,956 4.8%
Price extensions granted by sellers 3,479 1.1% 5,537 2.9% 7,182 4.3%
Lease payables 17,201 5.6% 12,870 6.7% 13,992 8.4%
Other financial payables 5,692 1.9% 4,524 2.4% 3,334 2.0%
Cash and cash equivalents and Other current financial
assets
119,645 100.0% 100,132 100.0% 55,488 100.0%
Cash and cash equivalents 117,139 97.9% 92,813 92.7% 48,789 87.9%
Other financial assets 2,506 2.1% 7,320 7.3% 6,699 12.1%

Change in Net financial indebtedness compared to 31 December 2020 and to 31 March 2020:

€'000s 1st quarter 2021 1st quarter 2020 Last 12 months to 31 March 2021
Net financial indebtedness - opening balance 91,882 129,138 111,366
Free cash flow -24,783 -20,113 -71,378
Net financial (income) charges 863 483 1,845
Dividends approved and distributed 50 0 2,245
New leases and adjustments to existing contracts 510 -185 1,969
Acquisitions 107,555 1,560 130,153
Disposals 0 0 -12,000
Adjustment of put options 9,595 76 10,844
Purchase of treasury shares 1,275 0 11,276
OCI Derivatives -110 231 478
Other residual 211 176 250
Net financial indebtedness - closing balance 187,047 111,366 187,047
  • The Free Cash Flow generated during the period amounted to €24,783 thousand, of which €27,718 thousand in Net cash and cash equivalents generated by operations, excluding €2,935 thousand absorbed by investments in Property, plant and equipment and Intangible assets. The Free Cash Flow increased by 23.2% compared to the first quarter of 2020 (€20,113 thousand).
  • The Adjustment for leases led to an overall increase in net financial indebtedness of €510 thousand. New leases resulted in the recognition of financial liabilities of €505 thousand, the adjustments resulted in an increase of €5 thousand in financial liabilities.
  • Details of the Acquisitions with their impact on Net financial indebtedness at the date of the respective closing:
Details of NFI impacts for Acquisitions in thousands of €
Corvallis S.r.l. 52,871
Yoroi S.r.l. 38,489
Queryo Advance S.r.l. 15,896
Opera S.r.l. 300
Total 107,555

  • Adjustment for Put options for €9,595 thousand, due to the increase in future expected results of the relevant companies and due to the revaluation due to the passage of time.
  • During the year, Parent Company Tinexta S.p.A. purchased 60,133 treasury shares (equal to 0.127% of the Share Capital) for a total purchase value of €1,275 thousand (details can be found in the paragraph Treasury share purchase programme).

KEY EVENTS SUBSEQUENT TO THE END OF THE QUARTER

On 27 April 2021, the Shareholders' Meeting:

  • Approved the proposed dividend of €12,035,392.98, or €0.26 per share for the outstanding shares, which at the date of the Shareholders 'Meeting amounted to 46,289,973. The Ordinary Shareholders' Meeting also resolved to allocate the remainder of the Profit for the Year (€13,784,800.00) to Retained Earnings, less 5% to be allocated to the legal reserve, amounting to €1,358,957.54.
  • Determined the number of members of the Board of Directors to be 11 for the years 2021-2022- 2023, resolved on the remuneration of the Board and confirmed Mr. Enrico Salza as the Chairman of the Board of Directors. The newly elected Board of Directors of Tinexta S.p.A. appointed Mr. Pier Andrea Chevallard as Chief Executive Officer and Mr. Riccardo Ranalli as Vice 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.

BUSINESS OUTLOOK

On 23 February 2021, the Board of Directors approved the strategic guidelines and objectives of the threeyear Plan for the period 2021-2023.

The Plan envisages consolidated revenues of €370 million in 2021, and consolidated EBITDA of approximately €96 million, including in the scope and in the comparison data the acquisitions for the new Cyber Security hub and those for the Innovation & Marketing Services BU. The NFP/EBITDA ratio is expected to be around 2 at the end of 2021.

In light of the results of the first quarter of 2021, the targets for Revenues and EBTIDA and for the NFP/EBITDA ratio are confirmed.

The targets set out do not contain the opportunities for growth through external strands that the Group, in line with the strategy it has set out, intends to continue to pursue, supported by the solid equity and financial situation and by the significant generation of operating cash that is expected.

TREASURY SHARE PURCHASE PROGRAMME

The Shareholders' Meeting of 28 April 2020 renewed the authorisation for the Company to purchase and sell treasury shares with no nominal value, pursuant to art. 2357 et seq. of the Italian Civil Code and art. 132 of the Consolidated 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 also resolved to authorise the Board of Directors, pursuant to art. 2357-ter of the Italian Civil Code, to sell all or part, in one or more tranches, of the ordinary shares purchased under the terms of the aforementioned resolution. The purchase can be completed in one or more tranches within 18 months of the date of the Shareholders' Meeting resolution. The authorisation to sell ordinary treasury shares, however, has no time limits.

In implementation of the authorisation granted by the Shareholders' Meeting of 28 April 2020, the Board of Directors meeting of 15 May 2020 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.

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.

As at 31 December 2021, the Company held 917,147 treasury shares, equal to 1.943% of the Share Capital, for a total purchase value of €11,276 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 incentive scheme known as the "2020-2022 Stock Option Plan" (hereinafter also "Plan"), as approved by the Shareholders' Meeting on 28 April 2020. The Plan envisages the allocation of a maximum 1,700,000 options. In particular, among the executive directors, executives with strategic responsibilities and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors has identified 29 beneficiaries to whom a total of 1,670,000 options have been allocated. The options offer the right to purchase and, if appropriate, subscribe Company shares in the ratio of 1 share for every 1 option exercised. The Plan 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 as at 31 December 2022 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 €10.97367, based on the arithmetic mean of official prices recorded by the Company's shares on the MTA market in the half year prior to the option allocation date. Further details of the Plan can be found in the Information Document already disclosed to

the public pursuant to art. 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and art. 84-bis, paragraph 1 of the Issuers' Regulation, in the Corporate Governance/Shareholders' Meeting/2020 section of the Company's web site (www.tinexta.com/assembleaazionisti-2020), which will be updated in compliance with the provisions of art. 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.

As at 31 March 2021, 1,640,000 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 riskrelated to trading receivables is mitigated through internal procedures that provide for a preliminary assessment of the solvency of the customer, as well as through procedures for credit recovery and management. Liquidity risk is managed through careful 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 annual Consolidated Financial Statements as at 31 December 2020.

TRANSACTIONS WITH RELATED PARTIES

Transactions with Related parties of the Group do not qualify as atypical nor as unusual, as they are part of the normal activities of the Group. These transactions are carried out on behalf of the Group at normal market conditions.

INTERIM REPORT PREPARATION CRITERIA

The Group's Interim Report on Operations at 31 March 2021 was prepared in accordance with Art. 154-ter, paragraph 5 of the Consolidated Finance Act, introduced by Italian Legislative Decree 195/2007, in implementation of Directive 2004/109/EC. The Interim Report on Operations was approved by the Board of Directors of Tinexta on 12 May 2021, and its disclosure was authorised by the same body on said date.

The Group's Interim Report on Operations as at 31 March 2021 was not audited.

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

SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA

The Consolidated Financial Statements include the Financial Statements of the Parent Company Tinexta S.p.A. and the companies on which the Company has the right to exercise control, directly or indirectly, as defined by IFRS 10 "Consolidated Financial Statements". For the purposes of the assessment of the existence of control, the three necessary elements are all present:

• power over the company;

• exposure to the risk or rights arising from the variable returns linked to its involvement;

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

Control can be exercised both on the basis of the direct or indirect possession of the majority of the shares with voting rights, on the basis of contractual or legal agreements, independently from the possession of stocks. In assessing these rights, we take into account the power to exercise these rights independently from their effective exercise and all potential voting rights are considered.

The list of companies consolidated on a line-by-line basis or with the equity method as at 31 March 2021 is shown in the following table.

as at 31 March 2021
Company Registered office Share Capital
Amount Curren
cy
%
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 3,420 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 98.41% Warrant Hub S.p.A. 98.41% 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 Perú S.A.C. Peru 84 PEN 99.99% AC Camerfirma S.A. 50.98% Line-by-line
Payotik S.r.l. Padua 10 100.00% Corvallis S.r.l. 100.00% 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
Opera S.r.l. Bassano del Grappa (VI) 10 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.

FINANCIAL STATEMENTS 31 March 2021

Consolidated Financial Statements

Consolidated Statement of Financial Position

€'000s 31/03/2021 31/12/2020
ASSETS
Property, plant and equipment 24,062 18,990
Intangible assets and goodwill 388,388 285,106
Investment property 717 724
Equity-accounted investments 6,164 5,880
Other investments 89 22
Other financial assets, excluding derivative financial instruments 1,404 1,246
Deferred tax assets 6,347 6,041
Trade and other receivables 4,113 2,517
Contract cost assets 5,318 5,275
- of which vs related parties 9 0
NON-CURRENT ASSETS 436,602 325,799
Inventories 971 1,154
Other financial assets, excluding derivative financial instruments 2,506 7,320
Current tax assets 445 311
- of which vs related parties 6 6
Trade and other receivables 94,823 84,110
- of which vs related parties 370 48
Contract assets 14,205 9,231
- of which vs related parties 6 0
Contract cost assets 1,483 1,206
Cash and cash equivalents 117,139 92,813
CURRENT ASSETS 231,572 196,146
TOTAL ASSETS 668,174 521,945
EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -11,276 -10,001
Share premium reserve 55,439 55,439
Other reserves 74,783 77,189
Shareholders' equity attributable to the Group 166,153 169,834
Minority interests 4,123 4,047
TOTAL SHAREHOLDERS' EQUITY 170,277 173,881
LIABILITIES
Provisions 3,727 3,471
Employee benefits 17,378 12,792
Financial liabilities, excluding derivative financial instruments 255,802 150,508
- of which vs related parties 1,543 2,269
Derivative financial instruments 1,145 1,142
Deferred tax liabilities 13,902 14,279
Contract liabilities 15,035 10,961
- of which vs related parties 34 0
Deferred income 3 4
NON-CURRENT LIABILITIES 306,991 193,156
Provisions 626 752
Employee benefits 131 131
Financial liabilities, excluding derivative financial instruments 49,745 40,365
- of which vs related parties 1,239 1,248
Trade and other payables 74,858 60,249
- of which vs related parties 278 280
Contract liabilities 55,262 46,411
- of which vs related parties 78 0
Deferred income 2,152 1,854
Current tax liabilities 8,132 5,147
CURRENT LIABILITIES 190,906 154,908
TOTAL LIABILITIES 497,897 348,064
TOTAL EQUITY AND LIABILITIES 668,174 521,945

Consolidated Statement of Profit or Loss and Other Comprehensive Income

three-month period closed as at 31 March
€ '000s 2021 20204
Revenues 82,666 54,911
- of which vs related parties 51 34
Costs of raw materials 3,168 1,875
Service costs 26,553 19,555
- of which vs related parties 583 328
- of which non-recurring 217 83
Personnel costs 34,286 20,234
Contract costs 1,896 1,887
Other operating costs 411 444
- of which vs related parties 1 0
Amortisation and depreciation 6,254 5,163
Provisions 333 238
Impairment 238 873
Total Costs 73,139 50,269
OPERATING PROFIT 9,527 4,643
Financial income 55 204
Financial charges 918 687
- of which vs related parties 17 11
Net financial income (charges) -863 -483
Share of profit of equity-accounted investments, net of tax 0 14
PROFIT BEFORE TAX 8,664 4,174
Income taxes 1,842 1,283
- of which non-recurring -923 -5
NET PROFIT FROM CONTINUING OPERATIONS 6,822 2,890
Profit (loss) from discontinued operations 0 0
NET PROFIT 6,822 2,890
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 subsequently reclassified to profit or loss:
Exchange rate differences from the translation of foreign financial statements 0 -3
Profits (losses) from measurement at fair value of derivative financial instruments 110 -231
Equity-accounted investments - share of Other comprehensive income -16 -8
Tax effect -26 55
Total components that may be subsequently reclassified to net profit 68 -187
Total other components of comprehensive income, net of tax 68 -187
Total comprehensive income for the period 6,890 2,704
Net profit attributable to:
Group 6,695 2,873
Minority interests 127 17
Total comprehensive income for the period attributable to:
Group 6,764 2,695
Minority interests 126 8
Earnings per share
Basic earnings per share (€) 0.14 0.06
Diluted earnings per share (€) 0.14 0.06

4 The comparative data for the first three 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

Three-month period closed as at 31 March 2021
€'000s Share
capital
Treasury
shares
Legal
reserve
Share
premium
reserve
Hedging
derivatives
reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserves
Shareholders'
Equity
attributable
to the Group
Minority
interests
Consolidated
Shareholders'
Equity
Balance as 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 6,695 6,695 127 6,822
Other components of the comprehensive income statement 84 -15 69 -1 68
Total comprehensive income for the period 0 0 0 0 84 0 0 6,680 6,764 126 6,890
Transactions with Shareholders
Dividends 0 0 -50 -50
Purchase of treasury shares -1,275 0 -1,275 -1,275
Put adjustment on minority interests -9,595 -9,595 0 -9,595
Stock Options 425 0 425 1 426
Total transactions with Shareholders 0 -1,275 0 0 0 0 425 -9,595 -10,444 -49 -10,494
Balance as at 31 March 2021 47,207 -11,276 4,315 55,439 -780 -1,061 1,333 70,977 166,153 4,123 170,277
Three-month period closed as at 31 March 2020
€'000s Share
capital
Treasury
shares
Legal
reserve
Share
premium
reserve
Hedging
derivatives
reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserves
Shareholders'
Equity
attributable
to the Group
Minority
interests
Consolidated
Shareholders'
Equity
Balance as 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 2,873 2,873 17 2,890
Other components of the comprehensive income statement -175 -3 -178 -9 -186
Total comprehensive income for the period 0 0 0 0 -175 0 0 2,871 2,695 8 2,704
Transactions with Shareholders
Put adjustment on minority interests -76 -76 -76
Acquisitions 0 20 20
Total transactions with Shareholders 0 0 0 0 0 0 0 -76 -76 20 -56
Balance as at 31 March 2020 47,207 0 3,112 55,439 -416 -846 0 43,690 148,186 3,887 152,072

Consolidated Statement of Cash Flow

(€ '000s) Three-month period closed as at 31 March
2021 2020
Cash flows from operations
Net profit 6,822 2,890
Adjustments for:
- Amortisation and depreciation 6,254 5,163
- Impairment (Revaluations) 238 873
- Provisions 333 238
- Provisions for Stock Options 426 0
- Net financial charges (income) 863 483
- of which vs. related parties 17 11
- Share of (profit) loss of equity-accounted investments 0 -14
- Income taxes 1,842 1,283
Changes in:
- Inventories 184 -66
- Contract cost assets -319 -154
- of which vs. related parties -9 -63
- Trade and other receivables and Contract assets 12,373 16,925
- of which vs. related parties -328 -63
- Trade and other payables -5,312 -9,252
- of which vs. related parties -1 -50
- Provisions and employee benefits -28 136
- Contract liabilities and deferred income, including government grants 4,240 3,732
- of which vs. related parties 32 -33
Cash and cash equivalents generated by operations 27,916 22,237
Income taxes paid -198 161
Net cash and cash equivalents generated by operations 27,718 22,398
Cash flows from investing activities
Interest collected 9 4
Collections from sale or repayment of financial assets 4,805 0
Investments in equity-accounted investments -300 0
Investments in property, plant and equipment -308 -247
Investments in other financial assets -239 -230
Investments in intangible assets -2,626 -2,038
Increases in the scope of consolidation, net of liquidity acquired -42,934 -170
Net cash and cash equivalents generated/(absorbed) by investing activities -41,594 -2,681
Cash flows from financing activities
Interest paid -164 -146
- of which vs. related parties -39 -11
MLT bank loans taken out 52,438 0
Repayment of MLT bank loans -274 -408
Repayment of price deferment liabilities on acquisitions of equity investments -2,504 -1,008
- of which vs. related parties -665 0
Repayment of contingent consideration liabilities -1,317 0
Change in other current bank payables -6,717 -1,965
Change in other financial payables -431 -126
Repayment of lease liabilities -1,464 -874
- of which vs. related parties -150 -147
Purchase of treasury shares -1,275 0
Capital increases (decreases) - subsidiaries -91 0
Net cash and cash equivalents generated/(absorbed) by financing activities 38,202 -4,528
Net increase (decrease) in cash and cash equivalents 24,326 15,189
Cash and cash equivalents at 1 January 92,813 33,600
Cash and cash equivalents as at 31 March 117,139 48,789

Declaration of the manager responsible for the preparation of the corporate accounting documents pursuant to the provisions of Art. 154-bis, paragraph 2 of Legislative Decree 58/1998 (Consolidated Finance Act)

The manager responsible for the preparation of the corporate accounting documents hereby declares, pursuant to art. 154-bis, paragraph 2, of the Consolidated Finance Act, that the accounting information in this Interim Report on Operations at 31 March 2021 corresponds to the documentary results, books and accounting records.

Rome, 12 May 2021

Nicola Di Liello

Manager responsible for the preparation of the corporate accounting documents