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Tinexta Interim / Quarterly Report 2022

Aug 5, 2022

4493_ir_2022-08-05_b4ee7838-277c-4363-b855-b84ede63c9dd.pdf

Interim / Quarterly Report

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HALF-YEAR FINANCIAL REPORT AT 30/06/2022

This English version of Tinexta's Half-Year Financial Report at 30/06/2022 is made available to provide non-Italian speakers a translation of the original document. Please note that in the event of any inconsistency or discrepancy between the English version and the Italian version, the original Italian version shall prevail.

CONTENTS

COMPANY DATA and COMPOSITION OF CORPORATE BODIES

1
SUMMARY OF GROUP RESULTS

2
INTERIM REPORT ON OPERATIONS 4
GROUP ACTIVITIES
4
KEY EVENTS OF THE PERIOD
8
DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS

11
SUMMARY OF RESULTS FOR THE FIRST HALF OF 2022

13
SUMMARY OF SECOND QUARTER 2022 RESULTS

19
STATEMENT OF FINANCIAL POSITION OF THE GROUP

24
KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST-HALF

28
BUSINESS OUTLOOK

29
TREASURY SHARE PURCHASE PROGRAMME
30
2020-2022 STOCK OPTION PLAN
31
2021-2023 STOCK OPTION PLAN
31
MAIN RISKS AND UNCERTAINTIES
32
TRANSACTIONS WITH RELATED PARTIES

32
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 33
Consolidated Financial Statements
34
Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2022
40
Information on the Statement of Financial Position
66
Information on the Comprehensive Income Statement

88
Additional information

96
Certification of the Condensed Interim Consolidated Financial Statements of Tinexta Group at 30 June
2022 pursuant to Art. 154 bis, paragraph 5 of the Legislative Decree No. 58/1998 (Testo Unico della
Finanza) 101
Report on review of Condensed interim Consolidated Financial Statements 102

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

SUMMARY OF GROUP RESULTS

Summary income statement data
(Amounts in thousands of Euro)
1st Half
2022
1st Half
20211
Change Change
%
Revenues 168,001 139,741 28,260 20.2%
EBITDA 32,625 29,184 3,441 11.8%
Adjusted EBITDA 37,055 30,731 6,324 20.6%
Operating profit (loss) 19,045 17,081 1,964 11.5%
Adjusted operating profit (loss) 28,771 23,815 4,956 20.8%
Net profit from continuing operations 13,329 10,902 2,426 22.3%
Adjusted net profit from continuing operations 18,760 14,885 3,875 26.0%
Profit (loss) from discontinued operations 3,270 7,076 -3,806 -53.8%
Net profit 16,599 17,979 -1,380 -7.7%
Free cash flow 23,146 29,663 -6,516 -22.0%
Free Cash Flow from continuing operations 16,115 20,844 -4,729 -22.7%
Summary income statement data
(Amounts in thousands of Euro)
1st
Quarter
2022
1st
Quarter
20212
Change Change
%
Revenues 89,851 75,629 14,222 18.8%
EBITDA 21,048 18,117 2,932 16.2%
Adjusted EBITDA 22,551 19,083 3,469 18.2%
Operating profit (loss) 14,126 12,114 2,013 16.6%
Adjusted operating profit (loss) 18,277 15,673 2,6043 16.6%
Net profit from continuing operations 10,872 7,321 3,551 48.5%
Adjusted net profit from continuing operations 12,105 9,832 2,273 23.1%
Profit (loss) from discontinued operations 1,687 5,167 -3,480 -67.4%
Net profit 12,559 12,488 70 0.6%
Free cash flow -1,636 4,880 -6,516 -133.5%
Free Cash Flow from continuing operations -4,304 992 -5,296 -533.9%

1The comparative figures for the first half of 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12 Discontinued Operations to the Condensed Interim Consolidated Financial Statements.

2 The comparative figures for the second quarter of 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the second quarter of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12 Discontinued Operations to the Condensed Interim Consolidated Financial Statements.

Summary financial position statement data
(Amounts in thousands of Euro)
30/06/2022 31/12/20213 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 314,407 243,115 71,293 29.3%
Total financial indebtedness 266,743 263,296 1.3%
Summary financial position statement data
(Amounts in thousands of Euro)
30/06/2022 30/06/20214 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 314,407 163,554 150,853 92.2%

3The comparative figures at 31 December 2021 have been restated in connection with the completion in the second quarter of 2022 of the identification of the fair values of the assets and liabilities of Forvalue S.p.A., consolidated on a line-by-line basis as from 1 July 2021, and Financial Consulting LAB S.r.l., consolidated on a line-by-line basis as from 1 October 2021.

4 The comparative figures at 30 June 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021.

INTERIM REPORT ON OPERATIONS

GROUP ACTIVITIES

The Tinexta Group provides, mainly in Italy, a wide range of services of Digital Trust, Cybersecurity and Innovation & Marketing Services. On 30 May 2022, Tinexta S.p.A. entered into binding agreements for the sale to CRIF S.p.A. ("CRIF") of its Credit Information & Management division through the sale of the equity investments held by Tinexta in Innolva S.p.A. and ReValuta S.p.A; Forvalue S.p.A. - a subsidiary of Innolva will not be sold to CRIF and will remain within the Tinexta Group with the aim of continuing the strategic partnership with Intesa Sanpaolo. The closing of the transaction with reference to Innolva Group has taken place on 3 August 2022.

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 the following 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 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 user authentication.

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 higher 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 statement). It manages around 450 thousand customer records including professionals, professional firms, public administrations, professional associations and companies.

In November 2021, the acquisition by Infocert S.p.a. of Certeurope S.a.S. CertEurope, based in Paris, was finalised. This is one of the three largest Certification Authorities in France with a very wellknown brand and a market share of around 40% in the eIDAS certificate sector. The company has the

authorisations and accreditations necessary to issue all types of certificates required by the French market, in compliance with the technical requirements established by the French Agency for the Security of Information Systems (ANSSI). Through the acquisition, Tinexta is entering the French market, the second largest in the European Community, and InfoCert, the largest Certification Authority in Europe, will be able to sell its solutions on the territory. CertEurope's well-established business relationships with a number of important trade associations (attorneys, inter alia) and with large national retailers (resellers of digital services) represent a potentially significant accelerator for the penetration of InfoCert solutions into the French market.

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

The IT and R&D divisions of Corvallis (now merged into Corvallis S.r.l. together with the 100% stake in Payotik S.r.l.) have a long experience on the market as a provider of high value solutions. The skills developed by Corvallis are essential to create solutions for large projects of financial companies and other sectors. This activity is based on a broad client base, developed on strong relationships and on processes aligned to 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 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 intensive 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 start-up, 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 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 Optimisation), 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 4.0 Plan. 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.

In January 2022, the Tinexta Group, through its subsidiary Warrant Hub S.p.A., acquired the majority of the Spanish company Evalue Innovación SL ("Evalue"), leader in consulting to companies for subsidised finance operations in support of innovation and development projects. The new acquisition strengthens the European vocation of Warrant Hub, already present in Belgium, France and Bulgaria, allowing it to exploit both commercial development potential – especially as regards opportunities linked to European finance – and industrial, starting a virtuous exchange of know-how and best practices. Evalue boasts a widespread presence throughout the Spanish territory with offices in Valencia, Madrid, Barcelona, Seville and Murcia. The company offers support services for obtaining tax incentives for R&D and technological innovation projects and national and European subsidised finance services.

In March 2022, the Tinexta Group through its subsidiary Warrant Hub S.p.A. completed the acquisition of Enhancers S.p.A. (Enhacers). The transaction presents a high degree of complementarity between the Warrant Hub offer in the Digital Manufacturing area and the skills of Enhancers. In fact, the Warrant Innovation Lab structure, which currently operates in consultancy and project management activities in projects for the optimisation of digitisation processes, will be able to integrate its offer downstream with the development and implementation of the technological component. Enhancers, with offices in Turin and Bologna, combines design and planning activities, aimed at improving the user experience, with the creation of digital products and, in particular, the development of "task-oriented" digital systems (Digital Product Suite) and services aimed at manufacturing companies on products in the Internet of Things (IoT) and Human Machine Interface (HMI) fields.

In June 2022, again through its subsidiary Warrant Hub S.p.A., the Tinexta Group announced the acquisition of Plannet S.r.l. (Plannet). With this transaction, Warrant Hub completes its offering range of services in the Digital Manufacturing area with Plannet's specialised skills aimed at optimising supply chain control and planning processes. Plannet, based in Reggio Emilia and operating for twenty years, offers consultancy on process innovation and digitisation and operate through proprietary software products.

Forvalue S.p.A., acquired in July 2021, offers services and products through a network of partners to support business innovation, growth and the efficiency of management processes.

  1. The Credit Information & Management BU, reclassified to Discontinued Operations following the conclusion of binding agreements for the sale, as stated above, 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 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.

Structure of the Tinexta Group, including only controlling interests held, at 30 June 2022:

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

KEY EVENTS OF THE PERIOD

At the end of February, the macroeconomic environment, already extremely complex due to various issues related to the supply of raw materials, inflationary pressures and a still uncertain health situation, was further characterised by an escalation of tensions between Russia and Ukraine. The Tinexta Group has no direct exposure to these markets.

An overview of the key events that occurred in first half of 2022 is provided as follows:

• On 18 January 2022, the Tinexta Group acquired a majority stake in the Spanish company Evalue Innovación SL ("Evalue"), through the company Warrant Hub S.p.A., which operates in business consultancy for subsidised finance operations to support innovation and development projects. Evalue boasts a widespread presence throughout the Spanish territory with offices in Valencia, Madrid, Barcelona, Seville and Murcia. The company offers support services for obtaining tax incentives for R&D and technological innovation projects and national and European subsidised finance services. In 2020, the company recorded revenues of €8.5 million, up 17.6% compared to the previous year and €4.3 million in EBITDA (with an EBITDA Margin of approximately 50%). The agreement marks a new stage in Tinexta's internationalisation process, in line with the announced strategic lines. Furthermore, the new acquisition strengthens the European vocation of Warrant Hub, already present in Belgium, France and Bulgaria, allowing it to exploit both commercial development potential – especially as regards opportunities linked to European finance – and industrial, starting a virtuous exchange of know-how and best practices. The acquisition of 70.0% of Evalue Innovación involved the payment of a closing consideration of €16.5 million, which was paid from the Group's existing liquidity, plus a deferred payment of €4.0 million paid on the contractually agreed terms after the approval of the 2021 financial statements. The remaining 30% of Evalue, held by the founding shareholders, will be regulated through Put/Call options that can be exercised in 2024 on a 15% stake and in 2026 on a further 15% stake, based on specific agreements. Please refer to Note 31. Financial Liabilities of the Condensed Interim Consolidated Financial Statements for the relevant accounting treatment.

  • On 3 February 2022, the transaction involving the entry into the share capital of InfoCert by Bregal Milestone with a 16.09% interest was completed. In executing agreements already signed on 27 October 2021, the transaction involves an investment by Bregal Milestone of €100 million (of which €70 million at closing and €30 million within the following 12 months) through subscribing a dedicated capital increase of InfoCert S.p.A. Following the subscription of the first €70 million, Bregal Milestone comes to hold 11.83% of InfoCert S.p.A.; Tinexta S.p.A.'s investment in InfoCert S.p.A. drops to 88.17%. Bregal Milestone is an important European private equity fund, with specific knowhow in the technology sector and an extensive relational network of companies in Europe, and will support the Tinexta Group and, in particular, InfoCert to accelerate the internationalisation process already started with some recent acquisitions (Camerfirma, CertEurope and Authada).
  • On 16 March 2022 Tinexta S.p.A. concluded the acquisition of the company Enhancers S.p.A. (Enhancers), through its subsidiary Warrant Hub which operates in consulting to companies for subsidised finance operations and in support of innovation and development projects. The transaction presents a high degree of complementarity between the Warrant Hub offer in the Digital Manufacturing area and the skills of Enhancers. In fact, the Warrant Innovation Lab structure, which currently operates in consultancy and project management activities in projects for the optimisation of digitisation processes, will be able to integrate its offer downstream with the development and implementation of the technological component. Enhancers, with offices in Turin and Bologna, combines design and planning activities, aimed at improving the user experience, with the creation of digital products and, in particular, the development of "task-oriented" digital systems (Digital Product Suite) and services aimed at manufacturing companies on products in the Internet of Things (IoT) and Human Machine Interface (HMI) fields. The transaction provides for the acquisition of 100% of the shares of Enhancers against a consideration of €16.4 million, paid from the Group's existing liquidity and the payment of an Earn Out calculated on the basis of 2024 results, currently estimated at €9.8 million. Enhancers S.p.A. Please refer to Note 31. Financial Liabilities of the Condensed Interim Consolidated Financial Statements for the relevant accounting treatment.
  • On 7 April 2022, the subsidiary Queryo Advance S.r.l. has finalised the acquisition of 100% of the capital of Nomesia S.r.l., a company specialising in the provision of digital marketing services based in Milan, paying the agreed price of €1.0 million at the closing. The transaction was finalised with the aim of expanding the Group synergies in relation to the digital marketing services offered. On 21 June 2022, the Deed of Merger by incorporation of Nomesia into Queryo Advance was signed. The merger becomes legally effective on 29 June 2022, with the accounting and tax effects being retroactive to 1 January 2022.
  • On 27 April 2022, Tinexta S.p.A. signed a new lease agreement for office use in Milan to consolidate the Group's offices in the area. The property was handed over in May and the lease expires in May 2032. Work on the fit-out of the building is ongoing. At the delivery date, a right of use on the property was recognised in the amount of €15.2 million, with a consequent impact on the Group's financial indebtedness of €16.1 million, which includes the payment of the security deposit recorded in non-current financial receivables for the discounted value.
  • On 28 April 2022, the Shareholders' Meeting of Tinexta S.p.A.:
    • resolved the proposed dividend of €13,802,061.90, i.e. €0.30 per share for the outstanding shares of 46,006,873 at the date of the Shareholders' Meeting. The Shareholders' Meeting resolved also to allocate the remainder of the Profit for the year (€14,257,172.18) to Retained Earnings, less 5% to be allocated to the legal reserve, amounting to €1,476,801.79;
    • approved the authorisation for the purchase and disposal of treasury shares, pursuant to arts. 2357 et seq. of the Italian Civil Code and art. 132 of the Consolidated Finance Act, also in several tranches, up to a maximum number that, taking into account the Company's ordinary shares held from time to time in portfolio by the Company and its subsidiaries, and therefore the ordinary shares held by the Company as of today's date, does not exceed a total of more than 10% of the

share capital, in accordance with the provisions of art. 2357, paragraph 3 of the Italian Civil Code, for the following purposes:

  • o to dispose of treasury shares to be allocated in service of the "2020-2022 Stock Option Plan", the "2021-2023 Stock Option Plan", as well as any future incentive plans in order to incentivise and retain employees, partners and directors of the Company, the subsidiaries and/or other categories of persons chosen at the discretion of the Board of Directors;
  • o to implement transactions such as the sale and/or exchange of treasury shares for acquisitions of equity investments, direct or indirect, and/or properties and/or to enter into agreements with strategic partners and/or to implement industrial projects or extraordinary finance operations, falling within the targets for expansion of the Company and of the Group;
  • o to complete subsequent purchase and sale operations of shares, within the limits of permitted market practices;
  • o to carry out, directly or by way of intermediaries, any stabilisation and/or support operations of the liquidity of the Company's stock in respect of permitted market practices;
  • o to set up a "stockpile", useful in any future extraordinary financial transactions;
  • o to implement a medium and long-term investment or in any case to grasp the opportunity to make a good investment, in view of the expected risk and return of alternative investments and also through the purchase and resale of shares when considered appropriate;
  • o to use surplus liquid resources.

The duration of the authorisation is set at 18 months from the date of the resolution of the shareholders' meeting approving the proposal.

  • On 19 May 2022, through the subsidiary Visura S.p.A., the closing of Sferabit S.r.l. was signed. The company is based in Turin and has a proven and consolidated experience in providing management software for Professional Associations. The transaction will allow Visura, on the one hand, to acquire an important market share linked to the forensic field by consolidating its leadership in the Italian Bar sector and, on the other hand, to acquire the technological know-how of the Sfera solution and use the best practices also for the management software offered in other Professional Associations thanks to the product complementarity between the modules of the Sfera solution and the Visura solution. The transaction provided for the acquisition of 100% of the shares of Sferabit for a consideration paid at closing of €2.8 million and a price deferral of €0.7 million to be paid in three annual tranches. An Earn Out payment calculated on the basis of the 2023 results is currently estimated at €0.5 million. Please refer to Note 31. Financial Liabilities of the Condensed Interim Consolidated Financial Statements for the relevant accounting treatment.
  • On 30 May 2022, Tinexta S.p.A. entered into binding agreements for the sale to CRIF S.p.A. of the Credit Information and Management division, which offers business information and technicalvaluation services in the real estate sector, through the sale of Tinexta's stakes in Innolva S.p.A. and ReValuta S.p.A. The transaction values the division at a total enterprise value of €237.5 million. The division 5 generated €75.4 million in revenues in 2021 and €22.0 million in Adjusted EBITDA, resulting in an implied valuation of 10.8x EV/2021 Adjusted EBITDA, which places the overall transaction in the premium area compared to the valuation ranges achieved by the most recent benchmarks in

5 Excluding Forvalue S.p.A. and the associated company Wisee S.r.l. Società Benefit, not included in the transaction scope.

Italy. In the Condensed Interim Consolidated Financial Statements, the sold division is presented as Discontinued Operations in accordance with IFRS 5.

  • On 21 June 2022, through the subsidiary Warrant Hub S.p.A., the acquisition of Plannet S.r.l. was finalised. The company based in Reggio Emilia and operating for twenty years, offers consultancy on process innovation and digitisation and operate through proprietary software products. Following the recent acquisition of Enhancers, aimed at strengthening the combination of design and engineering activities, with the Warrant Hub operation it has completed its offering range of services in the Digital Manufacturing area with Plannet's specialised skills aimed at optimising supply chain control and planning processes. The transaction involves the acquisition of 100% of the Plannet's shares, the consideration for which will be calculated at closing on the basis of an Enterprise Value of €6.5 million plus NFP (contractually calculated), paid from the Group's existing liquidity. The transaction also provides for the payment of an Earn Out calculated on the basis of the 2024 results.
  • On 23 June 2022, through the subsidiary Warrant Hub S.p.A., the option rights on the remaining 40% of the share capital of PrivacyLab S.r.l. were exercised for €1.6 million. With this transaction, Warrant Hub S.p.A. holds 100% of PrivacyLab S.r.l. On the same date, the Deed of Merger by incorporation of Financial Consulting LAB S.r.l. and Financial CLAB S.r.l. into Warrant Hub S.p.A. was signed. The legal effects of the merger start from 30 June 2022, the accounting and tax effects are retroactive to 1 January 2022. The purpose of the merger is to achieve greater efficiency in terms of market placement and management integration, as well as to centralise the coordination of operations and, at the same time, optimise the structure for the benefit of long-term investments in profitable areas.

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 from continuing operations" before "Taxes", "Net financial income (charges)", "Share of profit of equity-accounted investments", "Amortisation and depreciation", "Provisions" and "Impairment", or as "Revenues" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".

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

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

Adjusted operating profit: is calculated as "Operating profit" before the non-recurring components, before the cost relating to the Stock Option Plans and medium-term incentive plan reserved for the Group's key manager and before the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations.

Adjusted net profit from continuing operations: is calculated as "Net profit from continuing operations" before non-recurring elements, net of the cost of stock-option and medium-term incentive plans for the

Group's strategic managers, 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 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 adding together "Cash and cash equivalents", "Other current financial assets" and "Current derivative financial instruments receivable", "Non-current derivative financial instruments receivable 6 ", "Current financial liabilities", "Derivative financial instruments payable", "Non-current financial liabilities" and "Assets (Liabilities) held for sale".

Total adjusted financial indebtedness: is calculated by adding to the Total financial indebtedness the amount of "Other non-current financial assets" and "Non-current derivative financial instruments receivable7 ".

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.

Free Cash Flow from continuing operations: represents the cash flow available for the Group and is the difference between the cash flow from operating activities of continuing operations and the cash flow from investments in fixed capital of continuing operations. It is equal to the difference between "Net cash and cash equivalents generated by continuing operations" and the sum of "Investments in property, plant and equipment" and "Investments in intangible assets" of continuing operations 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 assets8 ".

Net working capital: this is the algebraic sum of:

    • "Inventories";
    • Current and non-current "Trade and other 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".

6Limited to derivative instruments used for hedging purposes on financial liabilities

7Limited to derivative instruments used for non-hedging purposes on financial liabilities 8With the exception of derivative instruments used for non-hedging purposes on financial 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 "Non-financial assets (Liabilities) held for sale".

SUMMARY OF RESULTS FOR THE FIRST HALF OF 2022

The Group closed in the first half of 2022 with Revenues of €168,001 thousand. EBITDA amounted to €32,625 thousand, equal to 19.4% of Revenues. Operating profit and Net profit from continuing operations amounted to €19,045 thousand and €13,329 thousand respectively, or 11.3% and 7.9% of revenues. Net profit, which includes the Result from discontinued operations, amounted to €16,599 thousand.

Condensed Consolidated Income Statement
(Amounts in thousands of Euro)
1st Half
2022
% 1st half
20219
% Change % change
Revenues 168,001 100.0% 139,741 100.0% 28,260 20.2%
Adjusted EBITDA 37,055 22.1% 30,731 22.0% 6,324 20.6%
EBITDA 32,625 19.4% 29,184 20.9% 3,441 11.8%
Operating profit (loss) 19,045 11.3% 17,081 12.2% 1,964 11.5%
Net profit from continuing operations 13,329 7.9% 10,902 7.8% 2,426 22.3%
Profit (loss) from discontinued operations 3,270 N/A 7,076 N/A -3,806 -53.8%
Net profit 16,599 N/A 17,979 N/A -1,380 -7.7%

Revenues increased compared to the first half of 2021 by €28,260 thousand or 20.2%, EBITDA by €3,441 thousand or 11.8%, EBIT by €1,964 thousand or 11.5%, and Net profit from continuing operations by €2,426 thousand or 22.3%. Net profit, which includes the Profit (Loss) from discontinued operations was down by €1,380 thousand or 7.7%.

The results for the period include the contribution of the acquisitions: Forvalue S.p.A. (consolidated from 1 July 2021), CertEurope S.A.S (consolidated from 1 November 2021), Evalue Innovación SL (consolidated from 1 January 2022), Enhancers S.p.A. (consolidated from 1 April 2022) and Sferabit S.r.l. (consolidated from 1 May 2022). The contributions from these companies are shown below as a change in the scope of consolidation.

9 The comparative figures for the first quarter of 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12 Discontinued Operations to the Condensed Interim Consolidated Financial Statements.

Income Statement for the first half of 2022 compared with the same period of the previous year:

Consolidated Income Statement
(Amounts in thousands of Euro)
1st Half
2022
% 1st half
2021
% Change % change
Revenues 168,001 100.0% 139,741 100.0% 28,260 20.2%
Total Operating Costs* 130,946 77.9% 109,011 78.0% 21,936 20.1%
Costs of raw materials 6,413 3.8% 5,982 4.3% 431 7.2%
Service costs 50,812 30.2% 40,703 29.1% 10,109 24.8%
Personnel costs* 70,166 41.8% 59,388 42.5% 10,778 18.1%
Contract costs 2,472 1.5% 2,085 1.5% 387 18.6%
Other operating costs 1,082 0.6% 852 0.6% 230 27.0%
Adjusted EBITDA 37,055 22.1% 30,731 22.0% 6,324 20.6%
Stock Option cost** 1,456 0.9% 777 0.6% 679 87.4%
Non-recurring components 2,974 1.8% 770 0.6% 2,204 286.4%
EBITDA 32,625 19.4% 29,184 20.9% 3,441 11.8%
Amortisation and depreciation 11,810 7.0% 11,279 8.1% 531 4.7%
Provisions 701 0.4% 444 0.3% 257 58.0%
Impairment 1,068 0.6% 380 0.3% 688 181.1%
Operating profit (loss) 19,045 11.3% 17,081 12.2% 1,964 11.5%
Financial income 78 0.0% 55 0.0% 23 41.7%
Financial charges 2,631 1.6% 1,760 1.3% 871 49.5%
Net financial charges 2,552 1.5% 1,705 1.2% 848 49.7%
Profit of equity-accounted investments -30 0.0% -181 -0.1% 152 -83.7%
Profit before tax 16,463 9.8% 15,195 10.9% 1,268 8.3%
Income taxes 3,135 1.9% 4,293 3.1% -1,158 -27.0%
Net profit from continuing operations 13,329 7.9% 10,902 7.8% 2,426 22.3%
Profit (loss) from discontinued operations 3,270 N/A 7,076 N/A -3,806 -53.8%
Net profit 16,599 N/A 17,979 N/A -1,380 -7.7%
of which minority interests 1,584 N/A 281 N/A 1,303 463.9%

* Operating Costs are stated net of non-recurring components and net of the cost relating to the Stock Option Plans and medium-term incentive plan reserved for the Group's key manager (both recognised under "Personnel costs").

** The Stock Option Cost includes the cost of the medium-term incentive plan reserved for the Group's key manager.

Revenues increased from €139,741 thousand in the first half of 2021 to €168,001 thousand in the first half of 2022, an increase of €28,260 thousand or 20.2%. The increase in Revenues attributable to the change in the scope of consolidation was 12.3% (€17,135 thousand), while organic growth was 8.0% (€11,125 thousand).

Operating costs increased from €109,011 thousand in the first half of 2021 to €130,946 thousand in the first half of 2022, an increase of €21,936 thousand or 20.1%. The increase in Operating costs attributable to the change in the scope of consolidation was 10.3% (€11,200 thousand), the remaining 9.8% was attributable to organic growth (€10,735 thousand).

Adjusted EBITDA increased from €30,731 thousand in the first half of 2021 to €37,055 thousand in the first half of 2022, an increase of €6,324 thousand or 20.6%. The increase in adjusted EBITDA attributable to organic growth was 19.3% (€5,935 thousand), organic growth was 1.3% (€389 thousand).

EBITDA increased from €29,184 thousand in the first half 2021 to €32,625 thousand in the first half of 2022, an increase of €3,441 thousand or 11.8%. The increase in EBITDA attributable to the change in the scope of consolidation was 20.0% (€5,834 thousand), the organic decrease was 8.2% (€2,393 thousand).

The item Amortisation, depreciation, impairment and provisions for a total of €13,580 thousand (€12,103 thousand in the first half of 2021) includes €5,296 thousand of amortisation of Other intangible assets that emerged during the allocation of the price paid in the Business Combinations (€5,187 thousand of the first half of 2021), mainly of the Cybersecurity, Warrant Hub, Forvalue and Queryo (this does not include depreciation and amortisation that may arise from the completion of the CertEurope, Evalue Innovación, Enhancers and Sferabit Business Combinations, the recognition of which may result in a restatement of

balances after the date of first consolidation). Impairment increased by €688 thousand, Provisions for risks by €257 thousand.

Net financial chargesin the first half of 2022 amounted to €2,552 thousand (€1,705 thousand in the first half of 2021). The increase in Net financial charges was affected by higher acquisition-related contingent consideration adjustment charges of €743 thousand compared to the first half of 2021.

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €3,135 thousand (€4,293 thousand in the first half of 2021). The tax rate was 19.0% due to non-recurring tax income of €3,240 thousand, mainly related to the tax relief (pursuant to art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials for a total of €2,733 thousand. The tax rate in the first half of 2021 was 28.3% due to non-recurring tax income of €1,045 thousand.

Net profit from continuing operations for the first half of 2022 was €13,329 thousand compared to €10,902 thousand for the first half of 2021. Profit (Loss) from discontinued operations of €3,270 thousand includes the income statement figures of the Credit Information & Management division reported as Discontinued Operations in accordance with IFRS 5: the decrease in the item was affected by non-recurring income recognised in the first half of 2021 in the amount of €2,927 thousand, of which €3,087 thousand for realignment and tax relief of statutory/fiscal value differentials.

Net profit in the first half of 2022 was €16,599, thousand (of which €1,584 thousand was minority interest) compared to €17,979 thousand in the first half of 2021.

Adjusted Group Results

Adjusted income statement results calculated before the non-recurring components, before the cost relating to the Stock Option plans and medium-term incentive plan reserved for the Group's key manager, 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 related tax effects and net of "Profit (loss) from discontinued operations". These indicators reflect the Group's economic performance, excluding non-recurring factors not strictly related to the activities and management of the business.

Adjusted Income Statement
(Amounts in thousands of Euro)
1st half
2022
% 1st half
2021
% Change % change
Revenues 168,001 100.0% 139,741 100.0% 28,260 20.2%
Adjusted EBITDA 37,055 22.1% 30,731 22.0% 6,324 20.6%
Adjusted operating profit (loss) 28,771 17.1% 23,815 17.0% 4,956 20.8%
Adjusted net profit from continuing operations 18,760 11.2% 14,885 10.7% 3,875 26.0%

Adjusted results show an increase in EBITDA compared to the first half of 2021 of 20.6%, in EBIT of 20.8% and in Net profit from continuing operations of 26.0%.

Non-recurring components

Over the course of the first half of 2022, Non-recurring operating costs for €2,974 thousand, of which €2,754 related to acquisitions of target companies. Non-recurring taxes included non-recurring income of €3,240 thousand, of which €2,733 thousand related to the tax relief (pursuant to art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials and €507 thousand related to the tax effect on non-recurring elements of Profit before taxes.

In the first half of 2021, Non-recurring operating costs €770 thousand were recorded and income under Nonrecurring taxes amounted to €1,045 thousand.

Stock Option cost

The costs recognised in the period, amounting to €1,456 thousand, refer to the 2020-2022 Stock Option Plan as detailed in paragraph 2020-2022 Stock Option Plan for €640 thousand and to the 2021-2023 Stock Option Plan as detailed in the paragraph 2021-2023 Stock Option Plan for €527 thousand. In the half year, costs of €289 thousand related to the medium-term incentive plan for the Group's key manager were recorded.

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 €5,296 thousand (€5,187 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 €783 thousand (€40 thousand in the same period of the previous year). Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results EBITDA Operating profit
(loss)
Net profit from
continuing operations
(Amounts in thousands of Euro) 1st Half
2022
1st half
2021
1st Half
2022
1st Half
2021
1st Half
2022
1st Half
2021
Income statement results reported 32,625 29,184 19,045 17,081 13,329 10,902
Non-recurring service costs 2,846 770 2,846 770 2,846 770
Stock Option cost 1,456 777 1,456 777 1,456 777
Non-recurring personnel costs 128 0 128 0 128 0
Amortisation of Other intangible assets from Business Combinations 5,296 5,187 5,296 5,187
Adjustment of contingent consideration 783 40
Tax effect on adjustments -2,344 -1,769
Non-recurring taxes -2,733 -1,022
Adjusted income statement results 37,055 30,731 28,771 23,815 18,760 14,885
Change over previous year 20.6% 20.8% 26.0%

Results by business segment

Following the conclusion of binding agreements for the sale of the Credit Information & Management division, the contribution to the consolidated values of the segment is presented as discontinued operations and thus excluded from the Group's business segments (comparative figures have been restated).

Condensed Income Statement by EBITDA EBITDA % change
business segment
(Amounts in thousands of Euro)
1st Half
2022
MARGIN
1st Half
2022
1st half
2021
MARGIN
1st Half
2021
Change Total Organic Scope of consolidation
Revenues
Digital Trust 76,858 63,618 13,240 20.8% 8.1% 12.7%
Cybersecurity 36,768 34,623 2,145 6.2% 6.2% 0.0%
Innovation & Marketing Services 55,364 41,664 13,700 32.9% 11.1% 21.8%
Other segments (Parent Company) 1,479 1,044 435 41.6% 41.6% 0.0%
Intra-segment -2,468 -1,207 -1,260 104.4% 100.7% 3.7%
Total Revenues 168,001 139,741 28,260 20.2% 8.0% 12.3%
EBITDA
Digital Trust 19,911 25.9% 14,840 23.3% 5,070 34.2% 14.1% 20.0%
Cybersecurity 2,288 6.2% 3,353 9.7% -1,065 -31.8% -31.8% 0.0%
Innovation & Marketing Services 18,553 33.5% 16,734 40.2% 1,818 10.9% -6.3% 17.2%
Other segments (Parent Company) -8,127 N/A -5,744 N/A -2,382 -41.5% -41.5% 0.0%
Total EBITDA 32,625 19.4% 29,184 20.9% 3,441 11.8% -8.2% 20.0%

Adjusted income statement results by business segment:

Adjusted condensed Income EBITDA EBITDA % change
Statement by business segment
(Amounts in thousands of Euro)
1st Half
2022
MARGIN
1st Half
2022
1st half
2021
MARGIN
1st Half
2021
Change Total Organic Scope of consolidation
Revenues
Digital Trust 76,858 63,618 13,240 20.8% 8.1% 12.7%
Cybersecurity 36,768 34,623 2,145 6.2% 6.2% 0.0%
Innovation & Marketing Services 55,364 41,664 13,700 32.9% 11.1% 21.8%
Other segments (Parent Company) 1,479 1,044 435 41.6% 41.6% 0.0%
Intra-segment -2,468 -1,207 -1,260 104.4% 100.7% 3.7%
Total Revenues 168,001 139,741 28,260 20.2% 8.0% 12.3%
EBITDA
Digital Trust 21,087 27.4% 15,604 24.5% 5,483 35.1% 15.5% 19.7%
Cybersecurity 3,017 8.2% 3,487 10.1% -469 -13.5% -13.5% 0.0%
Innovation & Marketing Services 20,006 36.1% 17,133 41.1% 2,873 16.8% 0.0% 16.8%
Other segments (Parent Company) -7,055 N/A -5,494 N/A -1,562 -28.4% -28.4% 0.0%
Total adjusted EBITDA 37,055 22.1% 30,731 22.0% 6,324 20.6% 1.3% 19.3%

Digital Trust

Revenues from the Digital Trust amounted to €76,858 thousand. The increase compared to the first half of 2021 was 20.8%, or €13,240 thousand in absolute terms, of which 8.1% was attributable to organic growth and 12.7% to the change in the scope of consolidation, mainly due to the consolidation as from 1 November 2021 of CertEurope S.A.S, which contributed €7,934 thousand to revenues for the half-year. The need to evolve digital and dematerialisation processes is increasingly relevant for companies and citizens with positive effects on BU revenue dynamics: Certified Electronic Mail (CEM), both in the private market and in Public Administration tenders, is also enriched by the cyber security component in order to increasingly preserve the information sent; ature and Onboarding and Identity services, especially with the flagship

products GoSign and TOP, established nationally but above all for the international market, continue their growth trends.

Adjusted EBITDA for the segment was €21,087 thousand, an increase of 35.1% compared to 1st half of 2021. Organic growth was 15.5% (absolute value €2,411 thousand), while growth due to scope expansion was 19.7% (absolute value €3,072 thousand). In percentage terms, the EBITDA margin was 27.4% (26.2% on a like-forlike basis in the first half of 2021) compared to 24.5% in the first half of 2021.

Cybersecurity

Revenues from the Cybersecurity segment amounted to €36,768 thousand. The increase compared to the first half of 2021 is 6.2%, €2,145 thousand in absolute terms.

The Cybersecurity BU, in the first half of 2022, continued to further pursue an asset-based strategy, which aims to develop a portfolio of service offerings based on proprietary assets. In line with this, during the first half of the year, also considering the need expressed by the market to strengthen the security related to the architectures dedicated to its customers, several products (Cyber Exposure Index (CEI), Kanwa, Cybersec.club) and some services (SOC H24 and Defense Centre) were launched, aimed at preventing and mitigating the cyber risk, on which we are receiving positive feedback in terms of market interest.

There is also significant market interest in the convergence of digital trust and cybersecurity services, which together represent an important competitive advantage for the Group. In this regard, the Legalmail Security Premium service was developed and launched. This service is based on Yoroi's Yomi sandbox technology, which allows suspicious communications to be blocked by intercepting and neutralising malicious elements such as attachments and/or links before the message is delivered; sales related to this product exceeded expectations in the first half of the year.

In the digital field, an important partnership was established with Finastra, the world leader in financial services software, for which Corvallis became the sole reseller in Italy and with whom an important commercial deal was concluded in May. Also in the digital area, the BU rebranded a suite of products to create the new Provisio suite, which thus becomes the complete, integrated, flexible and transparent solution enabling end-to-end management of AML processes.

In terms of channels, important intra-group collaborations were initiated for the resale via InfoCert marketplaces of standardised cybersecurity products/services for the SMI and Professional market. In addition, InfoCert's sales force is being enabled for the Large Enterprise market through a simplified offering of customised solutions and services and structured engagement processes.

Adjusted EBITDA for the segment amounted to €3,017 thousand, a decrease of €469 thousand compared to the first half of 2021; this decrease is mainly due to higher organisational and commercial structure costs, in which the BU invested in terms of bringing in new resources.

Innovation & Marketing Services

Revenues of the Innovation & Marketing Services segment amounted to €55,364 thousand, an increase compared to the first half of 2021 of 32.9%, in absolute terms €13,700 thousand, of which 11.1% was attributable to organic growth and the remainder to the change in the scope of consolidation (21.8%), mainly due to the consolidation from 1 January 2022 of Evalue Innovación SL, Enhancers S.p.A. from 1 April 2022 and Forvalue S.p.A. from 1 July 2021. The BU increased the volume of business generated through an increase in the number of files handled, the acquisition of new clients and access to new markets. The newly acquired Spanish company Evalue Innovación contributed €4,276 thousand and the newly acquired Enhancers S.p.A. €1,313 thousand to revenue growth. Compared to the same period of the previous year, there was an increase in revenues from European Funding activities, due to a positive order intake, as well as the contribution of the subsidiary Euroquality, which recorded an increase in revenues corresponding to success fees on project submissions. Revenues generated by Training activities are also on the rise due to activities becoming fully operational compared to the first half of 2021. In contrast and partially offsetting the increases just mentioned, lower revenues were recognised in the subsidised finance sector due to the non-payment of

revaluation files in the financial year 2022. In addition, the Special Subsidised Finance and Corporate Finance sectors showed a reduced activity on the Guarantee Fund compared to the same period last year.

In continuity with 2021 and despite the ongoing conflict between Russia and Ukraine, also in the first half of 2022 both the volumes of internationalisation services to SMEs remained high, also as a result of the support provided by subsidised finance contracts obtained from clients and prospects, and Digital Marketing services, with a trend of market development consolidating in the post-pandemic period.

Adjusted EBITDA for the segment was €20,006 thousand. The increase compared to EBITDA in first half of 2021 was 16.8% entirely attributable to the change in scope.

SUMMARY OF SECOND QUARTER 2022 RESULTS

The Group closed the second quarter of 2022 with Revenues equal to €89,851 thousand. EBITDA amounted to €21,048 thousand, equal to 23.4% of Revenues. Operating profit and Net profit from continuing operations amounted to €14,126 thousand and €10,872 thousand, respectively, equal to 15.7% and 12.1% of Revenues. Net profit, which includes the Profit (loss) from discontinued operations, amounted to €12,559.

Condensed Consolidated Income Statement
(Amounts in thousands of Euro)
2nd
Quarter
2022
% 2nd
Quarter
202110
% Change % change
Revenues 89,851 100.0% 75,629 100.0% 14,222 18.8%
Adjusted EBITDA 22,551 25.1% 19,083 25.2% 3,469 18.2%
EBITDA 21,048 23.4% 18,117 24.0% 2,932 16.2%
Operating profit (loss) 14,126 15.7% 12,114 16.0% 2,013 16.6%
Net profit from continuing operations 10,872 12.1% 7,321 9.7% 3,551 48.5%
Profit (loss) from discontinued operations 1,687 N/A 5,167 N/A -3,480 -67.4%
Net profit 12,559 N/A 12,488 N/A 70 0.6%

Revenues increased compared to the second quarter of 2021 by €14,222 thousand or 18.8%, EBITDA by €2,932 thousand or 16.2%, EBIT by €2,013 thousand or 16.6%, as well as Net profit from continuing operations by €3,551 thousand or 48.5%. Net profit, which includes the Profit (loss) from discontinued operations was up by €70 thousand or 0.6%.

The results for the period include the contribution of the acquisitions: Forvalue S.p.A. (consolidated from 1 July 2021), CertEurope S.A.S (consolidated from 1 November 2021), Evalue Innovación SL (consolidated from 1 January 2022), Enhancers S.p.A. (consolidated from 1 April 2022) and Sferabit S.r.l. (consolidated from 1 May 2022). The contributions from these companies are shown below as a change in the scope of consolidation.

10 The comparative figures for the second quarter of 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12 Discontinued Operations to the Condensed Interim Consolidated Financial Statements.

Income statement for the second quarter of 2022, compared with the same period last year:

Consolidated Income Statement
(Amounts in thousands of Euro)
2nd
Quarter
2022
% 2nd
Quarter
2021
% Change % change
Revenues 89,851 100.0% 75,629 100.0% 14,222 18.8%
Total Operating Costs* 67,299 74.9% 56,546 74.8% 10,753 19.0%
Costs of raw materials 3,203 3.6% 2,811 3.7% 392 14.0%
Service costs 26,943 30.0% 21,298 28.2% 5,644 26.5%
Personnel costs 35,583 39.6% 30,786 40.7% 4,797 15.6%
Contract costs 949 1.1% 1,169 1.5% -219 -18.8%
Other operating costs 621 0.7% 483 0.6% 138 28.7%
Adjusted EBITDA 22,551 25.1% 19,083 25.2% 3,469 18.2%
Stock Option cost** 678 0.8% 413 0.5% 265 64.1%
Non-recurring components 825 0.9% 553 0.7% 272 49.2%
EBITDA 21,048 23.4% 18,117 24.0% 2,932 16.2%
Amortisation and depreciation 5,973 6.6% 5,641 7.5% 332 5.9%
Provisions 271 0.3% 111 0.1% 160 144.0%
Impairment 677 0.8% 251 0.3% 427 170.3%
Operating profit (loss) 14,126 15.7% 12,114 16.0% 2,013 16.6%
Financial income 59 0.1% 27 0.0% 32 117.8%
Financial charges 1,703 1.9% 905 1.2% 798 88.1%
Net financial charges 1,644 1.8% 878 1.2% 766 87.2%
Profit of equity-accounted investments 59 0.1% -181 -0.2% 240 -132.5%
Profit before tax 12,541 14.0% 11,054 14.6% 1,487 13.4%
Income taxes 1,669 1.9% 3,733 4.9% -2,064 -55.3%
Net profit from continuing operations 10,872 12.1% 7,321 9.7% 3,551 48.5%
Profit (loss) from discontinued operations 1,687 N/A 5,167 N/A -3,480 -67.4%
Net profit 12,559 N/A 12,488 N/A 70 0.6%
of which minority interests 851 N/A 154 N/A 698 454.3%

* Operating Costs are stated net of non-recurring components and net of the cost relating to the Stock Option Plans and medium-term incentive plan reserved for the Group's key manager (both recognised under "Personnel costs").

** The Stock Option Cost includes the cost of the medium-term incentive plan reserved for the Group's key manager.

Revenuesincreased from €75,629 thousand in the second quarter of 2021 to €89,851 thousand in the second quarter of 2022, an increase of €14,222 thousand or 18.8%. The increase in Revenues attributable to the change in the scope of consolidation was 12.7% (€9,570 thousand), organic growth was 6.2% (€4,652 thousand).

Operating costs increased from €56,546 thousand in the second quarter of 2021 to €67,299 thousand in the second quarter of 2022, an increase of €10,753 thousand or 19.0%. The increase in Operating costs attributable to the change in the scope of consolidation was 10.8% (€6,115 thousand), the remaining 8.2% was attributable to organic growth (€4,638 thousand).

Adjusted EBITDA rose from €19,083 thousand in the second quarter of 2021 to €22,551 thousand in the second quarter of 2022, an increase of €3,469 thousand or 18.2%. The increase in adjusted EBITDA attributable to the change in the scope of consolidation was 18.1% (€3,455 thousand), organic growth was 0.1% (€14 thousand).

EBITDA increased from €18,117 thousand in the second quarter of 2021 to €21,048 thousand in the second quarter of 2022, an increase of €2,932 thousand or 16.2%. The increase in EBITDA attributable to the change in the scope of consolidation was 18.5% (€3,353 thousand), the organic decrease was 2.3% (€422 thousand).

The item Amortisation, depreciation, impairment and provisions for a total of €6,922 thousand (€6,003 thousand in the second quarter of 2021) includes €2,648 thousand of amortisation of Other intangible assets that emerged during the allocation of the price paid in the Business Combinations (€2,594 thousand of the second quarter of 2021), mainly of the Cybersecurity, Warrant Hub, Innolva and Queryo (the amortisation

that could arise from the completion of the Forvalue, CertEurope, Financial Consulting Lab and Evalue Innovación Business Combinations, whose recognition may result in a restatement of the balances after the date of the first consolidation). Impairment increased by €427 thousand, Provisions for risks by €160 thousand.

Net financial charges in the second quarter 2022 amounted to €1,644 thousand (€878 thousand in the second quarter 2021). The increase in Net financial charges was affected by higher acquisition-related contingent consideration adjustment charges of €670 thousand compared to the second quarter of 2021.

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €1,669 thousand (€3,733 thousand in the second quarter of 2021). The tax rate was 13.3%, due to nonrecurring tax income of €2,682 thousand mainly attributable to the tax relief (pursuant to art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials for a total of €2,733 thousand. The tax rate in the second quarter of 2021 was 33.8% due to non-recurring tax income of €220 thousand.

Net profit from continuing operations in the second quarter of 2022 was €10,872 thousand compared to €7,321 thousand in the second quarter of 2021. Profit (loss) from discontinued operations includes the income statement figures of the Credit Information & Management division reported as Discontinued Operations in accordance with IFRS 5: the decrease in the item was affected by non-recurring income recognised in the second quarter of 2021 in the amount of €2,927 thousand, of which €3,087 thousand for realignment and tax relief of statutory/fiscal value differentials..

Net profit in the second quarter of 2022 was €12,559 thousand (of which €851 thousand was minority interest) compared to €12,488 thousand in the second quarter of 2021.

Adjusted Group Results

Adjusted income statement results calculated before the non-recurring components, before the cost relating to the Stock Option plans and medium-term incentive plan reserved for the Group's key manager, 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 related tax effects and net of "Profit (loss) from discontinued operations". These indicators reflect the Group's economic performance, excluding non-recurring factors not strictly related to the activities and management of the business.

Adjusted Income Statement
(Amounts in thousands of Euro)
2nd
Quarter
2022
% 2nd
Quarter
2021
% Change % change
Revenues 89,851 100.0% 75,629 100.0% 14,222 18.8%
Adjusted EBITDA 22,551 25.1% 19,083 25.2% 3,469 18.2%
Adjusted operating profit (loss) 18,277 20.3% 15,673 20.7% 2,604 16.6%
Adjusted net profit from continuing operations 12,105 13.5% 9,832 13.0% 2,273 23.1%

Adjusted results show an increase in EBITDA compared to the second quarter 2021 of 18.2%, in EBIT of 16.6% and in Net profit from continuing operations of 23.1%.

Non-recurring components

Over the course of the second quarter 2022, Non-recurring operating costs of €825 thousand were recognised, of which €706 thousand for acquisitions of target companies. Non-recurring taxes included nonrecurring income of €2,682 thousand, of which €2,733 thousand related to the tax relief (pursuant to art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials.

In the second quarter of 2021, Non-recurring operating costs of €553 thousand were recorded and income under Non-recurring taxes amounted to €220 thousand. Stock Option cost

The costs recognised in the period, amounting to €678 thousand, refer to the 2020-2022 Stock Option Plan as detailed in paragraph 2020-2022 Stock Option Plan for €269 thousand and to the 2021-2023 Stock Option Plan as detailed in the paragraph 2021-2023 Stock Option Plan for €265 thousand. In the second quarter, costs of €144 thousand related to the medium-term incentive plan for the Group's key manager were recorded.

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 €2,648 thousand (€2,594 thousand in 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 €726 thousand (€56 thousand in the same period of the previous year).

Profit (loss) from discontinued operations

Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results EBITDA Operating profit (loss) Net profit from
continuing operations
(Amounts in thousands of Euro) 2nd Quarter
2022
2nd Quarter
2021
2nd Quarter
2022
2nd
Quarter
2021
2nd
Quarter
2022
2nd
Quarter
2021
Reported Income statement results 21,048 18,117 14,126 12,114 10,872 7,321
Non-recurring service costs 744 553 744 553 744 553
Stock Option cost 678 413 678 413 678 413
Non-recurring personnel costs 81 81 81
Amortisation of Other intangible assets from Business Combinations 2,648 2,594 2,648 2,594
Adjustment of contingent consideration 726 56
Tax effect on adjustments -911 -899
Non-recurring taxes -2,733 -206
Adjusted income statement results 22,551 19,083 18,277 15,673 12,105 9,832
% change over previous year 18.2% 16.6% 23.1%

Results by business segment

Following the conclusion of binding agreements for the sale of the Credit Information & Management division, the contribution to the consolidated values of the segment is presented as discontinued operations and thus excluded from the Group's business segments (comparative figures have been restated).

EBITDA EBITDA % change
Condensed Income Statement by
business segment
2nd
Quarter
2022
MARGIN
2nd
Quarter
2022
2nd
Quarter
2021
EBITDA
MARGIN
2nd
Quarter
2021
Change Total Organic Scope of consolidation
Revenues
Digital Trust 38,878 32,438 6,440 19.9% 8.5% 11.3%
Cybersecurity 18,792 17,837 956 5.4% 5.4% 0.0%
Innovation & Marketing Services 32,808 25,519 7,289 28.6% 5.8% 22.8%
Other segments (Parent Company) 788 542 245 45.3% 45.3% 0.0%
Intra-segment -1,414 -707 -707 100.1% 111.7% -11.6%
Total Revenues 89,851 75,629 14,222 18.8% 6.2% 12.7%
EBITDA
Digital Trust 10,369 26.7% 7,810 24.1% 2,558 32.8% 17.8% 15.0%
Cybersecurity 1,431 7.6% 1,536 8.6% -105 -6.8% -6.8% 0.0%
Innovation & Marketing Services 13,283 40.5% 11,961 46.9% 1,322 11.1% -7.3% 18.4%
Other segments (Parent Company) -4,035 N/A -3,191 N/A -844 -26.4% -26.4% 0.0%
Total EBITDA 21,048 23.4% 18,117 24.0% 2,932 16.2% -2.3% 18.5%

Adjusted income statement results by business segment:

EBITDA EBITDA % change
Adjusted condensed Income
Statement by business segment
2nd
Quarter
2022
MARGIN
2nd
Quarter
2022
2nd
Quarter
2021
EBITDA
MARGIN
2nd
Quarter
2021
Change Total Organic Scope of consolidation
Revenues
Digital Trust 38,878 32,438 6,440 19.9% 8.5% 11.3%
Cybersecurity 18,792 17,837 956 5.4% 5.4% 0.0%
Innovation & Marketing Services 32,808 25,519 7,289 28.6% 5.8% 22.8%
Other segments (Parent Company) 788 542 245 45.3% 45.3% 0.0%
Intra-segment -1,414 -707 -707 100.1% 111.7% -11.6%
Total revenues 89,851 75,629 14,222 18.8% 6.2% 12.7%
EBITDA
Digital Trust 10,735 27.6% 8,439 26.0% 2,296 27.2% 12.1% 15.1%
Cybersecurity 1,845 9.8% 1,553 8.7% 292 18.8% 18.8% 0.0%
Innovation & Marketing Services 13,624 41.5% 12,139 47.6% 1,485 12.2% -5.8% 18.1%
Other segments (Parent Company) -3,653 N/A -3,049 N/A -604 -19.8% -19.8% 0.0%
Total adjusted EBITDA 22,551 25.1% 19,082 25.2% 3,469 18.2% 0.1% 18.1%

STATEMENT OF FINANCIAL POSITION OF THE GROUP

The Group's financial position at 30 June 2022 compared to the situation at 31 December 2021 and 30 June 2021:

Comparison at 31 December 2021 Comparison at 30 June 2021
Amounts in thousands of Euro 30/06
2022
% 31/12
2021
% Δ % Δ 30/06
2021
% Δ % Δ
Intangible assets 122,838 21.1% 156,456 30.9% -33,617 -21.5% 143,828 39.0% -20,990 -14.6%
Goodwill 342,944 59.0% 386,295 76.3% -43,351 -11.2% 264,815 71.8% 78,129 29.5%
Property, plant and equipment 4,594 0.8% 6,837 1.4% -2,243 -32.8% 6,279 1.7% -1,686 -26.8%
Leased property, plant and equipment 31,726 5.5% 19,032 3.8% 12,694 66.7% 17,781 4.8% 13,945 78.4%
Financial assets 9,360 1.6% 7,514 1.5% 1,846 24.6% 7,253 2.0% 2,107 29.0%
Net non-current assets 511,463 88.0% 576,134 113.8
%
-64,671 -11.2% 439,957 119.3
%
71,505 16.3%
Inventories 1,149 0.2% 1,342 0.3% -193 -14.4% 1,070 0.3% 79 7.4%
Trade receivables 79,564 13.7% 100,525 19.9% -20,961 -20.9% 78,996 21.4% 568 0.7%
Contract assets 21,501 3.7% 16,880 3.3% 4,620 27.4% 19,691 5.3% 1,810 9.2%
Contract cost assets 7,594 1.3% 7,138 1.4% 456 6.4% 6,843 1.9% 752 11.0%
Trade payables -39,740 -6.8% -47,636 -9.4% 7,896 -16.6% -41,893 -11.4% 2,154 -5.1%
Contract liabilities and deferred income -75,213 -12.9% -77,058 -15.2% 1,845 -2.4% -72,729 -19.7% -2,484 3.4%
of which current -57,218 -9.8% -59,511 -11.8% 2,292 -3.9% -56,899 -15.4% -319 0.6%
of which non-current -17,995 -3.1% -17,548 -3.5% -447 2.5% -15,830 -4.3% -2,165 13.7%
Payables to employees -18,556 -3.2% -19,618 -3.9% 1,063 -5.4% -18,456 -5.0% -100 0.5%
Other receivables 23,238 4.0% 22,461 4.4% 776 3.5% 20,375 5.5% 2,863 14.0%
Other payables -19,985 -3.4% -22,435 -4.4% 2,450 -10.9% -19,600 -5.3% -385 2.0%
Current tax assets (liabilities) 1,241 0.2% -893 -0.2% 2,134 -238.9% -77 0.0% 1,318 -1710.7%
Deferred tax assets (liabilities) -18,323 -3.2% -26,179 -5.2% 7,856 -30.0% -23,317 -6.3% 4,994 -21.4%
Net working capital -37,531 -6.5% -45,474 -9.0% 7,943 -17.5% -49,099 -13.3% 11,568 -23.6%
Employee benefits -19,084 -3.3% -19,826 -3.9% 742 -3.7% -17,759 -4.8% -1,325 7.5%
Provisions for risks and charges -3,752 -0.6% -4,423 -0.9% 670 -15.2% -4,218 -1.1% 466 -11.0%
Total NWC and Provisions -60,368 -10.4% -69,723 -13.8% 9,355 -13.4% -71,076 -19.3% 10,709 -15.1%
Non-financial assets (liabilities) held for sale 130,055 22.4% 0 0.0% 130,055 N/A 0 0.0% 130,055 N/A
TOTAL LOANS - NET INVESTED CAPITAL 581,150 100.0% 506,411 100.0
%
74,739 14.8% 368,881 100.0
%
212,269 57.5%
Shareholders' equity attributable to the
Group
257,304 44.3% 196,247 38.8% 61,057 31.1% 159,852 43.3% 97,453 61.0%
Minority interests 57,103 9.8% 46,867 9.3% 10,236 21.8% 3,702 1.0% 53,401 1442.5%
Shareholders' equity 314,407 54.1% 243,115 48.0% 71,293 29.3% 163,554 44.3% 150,853 92.2%
Total Financial Indebtedness related to
continuing operations
266,788 45.9% 263,296 52.0% 3,492 1.3% 205,327 55.7% 61,461 29.9%
Total Financial Indebtedness related to
assets held for sale
-46 0.0% 0 0.0% -46 N/A 0 0.0% -46 N/A
Total financial indebtedness 266,743 45.9% 263,296 52.0% 3,446 1.3% 205,327 55.7% 61,416 29.9%
TOTAL SOURCES 581,150 100.0% 506,411 100.0
%
74,739 14.8% 368,881 100.0
%
212,269 57.5%

Net invested capital increased by €74.7 million compared to 31 December 2021, mainly due to the acquisitions in the half-year and the signing of a new leasing contract, which resulted in a significant increase in Net non-current assets amounting to €72.0 million before reclassification to Non-financial assets held for sale of €136.6 million related to the Credit Information & Management division reported as Discontinued Operations pursuant to IFRS 5. The item Total NWC and Provisions increased by €9.4 million mainly due to

the reclassification to Non-financial assets held for sale of negative NWC and Provisions for €6.5 million Euro of the Credit Information & Management division.

Net non-current assets at 30 June 2022 amounted to €511,463 thousand, a decrease of €64,671 thousand (11.2%) compared to 31 December 2021 (€576,134 thousand). The change is mainly the result of the following factors:

  • a decrease in the reclassification to Non-financial assets held for sale in the Credit Information & Management division of €136,636 thousand;
  • an increase due to the signing of a new lease agreement for office use in Milan aimed at consolidating the Group's offices in the area. The property was handed over in May and the lease expires in May 2032. Work on the fit-out of the building is ongoing. At the delivery date, a right of use on the building in the amount of €15,245, thousand and the discounted financial receivable on the security deposit in the amount of €851 thousand were recognised.
  • an increase due to goodwill arising from the following acquisitions:
    • Evalue Innovación SL goodwill equal to €31,361 thousand provisionally allocated;
    • Enhancers S.p.A. goodwill equal to €21,289 thousand provisionally allocated;
    • Sferabit S.r.l. goodwill equal to €3,554 thousand provisionally allocated;
    • Nomesia S.r.l. goodwill equal to €1,001 thousand provisionally allocated.

With regard to continuing operations, Investments in Intangible assets and property, plant and equipment amounted to €6,971 thousand in the first half of 2022 (€3,243 thousand in the first half of 2021) while amortisation and depreciation, net of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, amounted to €3,804 thousand (€3,782 thousand in the first half of 2021). In the last twelve months, Investments in Intangible assets and property, plant and equipment amounted to €12,611 thousand while amortisation and depreciation, net of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, amounted to €8,601 thousand.

Net working capital went from -€45,474 thousand at 31 December 2021 to -€37,531 thousand at 30 June 2022:

  • The sum of Trade receivables and Contract assets decreased by €16,341 thousand or 13.9%, of which 4.0% due to organic reduction, 3.9% due to changes in the scope of consolidation11, and 13.8% due to reclassification to Non-financial assets held for sale;
  • Trade payables decreased by €7,896 thousand or 16.6%, of which 2.2% due to organic reduction, 1.6% due to changes in the scope of consolidation and 16.0% due to reclassification to Non-financial assets held for sale;
  • Contract liabilities and deferred income decreased by €1,845 thousand or 2.4%, of which 4.0% due to organic growth, 0.6% due to changes in the scope of consolidation and 7.0% due to reclassification to Non-financial assets held for sale;
  • The sum of Payables to personnel decreased by €1,063 thousand or 5.4%, of which 1.9% due to organic growth, 3.7% due to changes in the scope of consolidation and 11.1% due to reclassification in the Non-financial assets held for sale.

Employee benefits at 30 June 2022 amounted to €19,084 thousand and decreased by €742 thousand compared to 31 December 2021 (€19,826 thousand). The 3.7% decrease is attributable for 9.2% to organic growth, for 0.9% to the change in the scope of consolidation and for 13.8% to the reclassification to Nonfinancial assets held for sale. Provisions for risks and charges at 30 June 2022 amounted to €3,752 thousand and decreased by €670 thousand compared to 31 December 2021 (€4,423 thousand). The 15.2% decrease is attributable for 14.2% to organic growth, 1.3% to the change in the scope of consolidation and 30.7% to the reclassification in the Non-financial assets held for sale.

11 The change in the scope of consolidation means the balances contributed by the companies Evalue Innovación SL, Enhancers S.p.A., Sferabit S.r.l., Nomesia S.r.l. at the date of first consolidation.

Shareholders' equity increased by €71,293 thousand, compared with 31 December 2021, due primarily to the combined effect of:

  • an increase of €70,000 thousand for the contribution refer to the cash payment relating to the entry of Bregal Milestone into the share capital of InfoCert S.p.A. following which the equity investment of Tinexta S.p.A. fell from 100% to 88.17%. The gain on the Group's shareholders' equity was €57,790, thousand;
  • positive result from comprehensive income for the period of €20,338 thousand;
  • dividends amounting to €19,354 thousand (of which €910 thousand has not yet been distributed or collected by the entitled parties), of which €3,419 thousand was distributed by Group companies to minority shareholders;
  • an increase of €1,293 thousand in the Stock Option Reserve;
  • a decrease for the adjustment of Put options on minority interests for a total of €553 thousand (of which: €750 thousand on CertEurope, -€608 thousand on the subsidiaries of Tinexta Cyber, €489 thousand on Queryo Advance and the residual -€79 thousand on Evalue Innovación, Sixtema, PrivacyLab, Trix) as a result of the revaluation due to the passage of time, as well as the change in the discount rate.

Investments in Net non-current assets of €71,965 thousand and cash absorbed by Net Working Capital and Provisions of €2,774 thousand, partially offset by the increase in Shareholders' equity of €71,293 thousand, resulted in an increase in Total financial indebtedness for €3,446 thousand.

Group's total financial Indebtedness

Total financial indebtedness of the Group at 30 June 2022 compared with 31 December 2021 and 30 June 2021:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Δ % Δ 30/06/2021 Δ % Δ
A Cash 82,032 68,253 13,779 20.2% 95,002 -12,970 -13.7%
B Cash equivalents 0 0 0 N/A 0 0 N/A
C Other current financial assets 4,066 4,144 -78 -1.9% 2,850 1,215 42.6%
D Liquidity (A+B+C) 86,098 72,397 13,701 18.9% 97,852 -11,755 -12.0%
E Current financial debt 42,602 7,811 34,791 445.4% 13,685 28,917 211.3%
F Current portion of non-current financial debt 59,009 46,307 12,702 27.4% 41,003 18,006 43.9%
G Current financial indebtedness (E+F) 101,611 54,118 47,493 87.8% 54,688 46,923 85.8%
H Net current financial indebtedness (G-D) 15,513 -18,279 33,792 -184.9% -43,164 58,677 -135.9%
I Non-current financial debt 251,230 281,575 -30,345 -10.8% 248,491 2,738 1.1%
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) 251,230 281,575 -30,345 -10.8% 248,491 2,738 1.1%
M Total financial indebtedness (H+L) (*) 266,743 263,296 3,446 1.3% 205,327 61,416 29.9%
N Other non-current financial assets 1,970 736 1,235 167.8% 909 1,062 116.8%
O Total adjusted financial indebtedness (M-N) 264,772 262,561 2,212 0.8% 204,418 60,354 29.5%

(*) 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 €266,743 thousand, an increase of €3,446 thousand compared to 31 December 2021.

Composition of Total financial indebtedness:

30/06/2022 31/12/2021 30/06/2021
Composition of Total financial indebtedness Balance Incidence Balance Incidence Balance Incidence
Total financial indebtedness -266,743 -263,296 -205,327
Financial Indebtedness related to continuing operations -266,788 -263,296 -205,327
Gross financial indebtedness -349,213 100.0% -335,693 100.0% -303,180 100.0%
Bank debt -193,619 55.4% -205,588 61.2% -202,293 66.7%
Hedging derivatives on Bank debt 4,803 -1.4% -58 0.0% -890 0.3%
Payable for acquisition of equity investments -124,493 35.6% -106,457 31.7% -78,184 25.8%
Liabilities related to the purchase of minority interests -109,397 31.3% -97,535 29.1% -67,262 22.2%
Contingent consideration connected to acquisitions -11,793 3.4% -4,540 1.4% -7,443 2.5%
Price deferments granted by sellers -3,304 0.9% -4,382 1.3% -3,479 1.1%
Lease payables -31,304 9.0% -19,284 5.7% -17,201 5.7%
Other financial payables -4,599 1.3% -4,307 1.3% -4,612 1.5%
Liquidity 82,425 100.0% 72,397 100.0% 97,852 100.0%
Cash and cash equivalents 79,058 95.9% 68,253 94.3% 95,002 97.1%
Other financial assets 3,367 4.1% 4,144 5.7% 2,850 2.9%
Financial Indebtedness related to assets held for sale 46 0 0

Change in Total financial indebtedness at 30 June 2022 compared to 30 June 2021 and to the last 12 months to 30 June 2022:

Amounts in thousands of Euro 1st half 2022 1st half 2021 Last 12 months to 30 June 2022
Net financial indebtedness - opening balance 263,296 91,972 205,327
Free Cash Flow from continuing operations -16,115 -20,844 -45,016
Free Cash Flow from discontinued operations -7,031 -8,819 -4,843
Net financial (income) charges 2,685 1,794 4,131
Approved dividends 19,354 12,573 19,354
New leases and adjustments to existing contracts 17,440 1,564 21,713
Acquisitions 60,778 110,926 143,186
Adjustment of put options 553 10,662 -4,836
Capital increases of minority interests -70,000 0 -70,000
Purchase of treasury shares 0 5,994 3,333
OCI derivatives -4,854 -252 -5,710
Other residual 636 -245 104
Net financial indebtedness - closing balance 266,743 205,327 266,743

Free Cash Flow from continuing operations generated in the first half of 2022 was €16,115 thousand. Free Cash Flow from continuing operations decreased by 22.7% compared to the first half of 2021 (€20,844 thousand) mainly due to higher investments, higher taxes due for the payment of the substitute tax of €3,675 thousand for the tax relief of statutory/fiscal value differentials, as well as for the higher impact of non-recurring costs recognised and paid in the first half of 2022:

Amounts in thousands of Euro 1st half
2022
1st half
2021
Last 12
months
to 30 June
2022
Cash and cash equivalents generated by Continuing Operations 37,080 36,729 76,991
Income taxes paid for Continuing Operations -13,994 -12,643 -19,365
Net cash and cash equivalents generated by Continuing Operations 24,087 57,626
Investments in property, plant and equipment and Intangible assets related to Continuing
Operations
-6,971 -3,243 -12,611
Free Cash Flow from Continuing Operations 16,115 20,844 45,016

  • Dividends amounting to €19,354 thousand (of which €910 thousand has not yet been distributed or collected by the entitled parties), of which €3,419 thousand was distributed by Group companies to minority shareholders;
  • New lease agreements and adjustments to existing contracts in the first half of 2022 resulted in a total increase in financial indebtedness in the amount of €17,440 thousand. In the first half of the year, a new office lease agreement was signed in Milan to consolidate the offices in the area. The property was handed over in May and the lease expires in May 2032. At the delivery date, a right of use on the property was recognised in the amount of €15,245 thousand and a consequent impact on the Group's financial indebtedness for the same amount plus €851 thousand related to the discounted value of the security deposit recorded in non-current financial receivables.
  • Details of the Acquisitions with their impact on Total financial indebtedness at the date of the respective closing:
Details of Total FI impacts for Acquisitions Amounts in thousands of Euro
Evalue Innovación SL 33,923
Enhancers S.p.A. 21,313
Sferabit S.r.l. 3,051
Nomesia S.r.l. 935
Purchase of minority interests in subsidiaries 429
Investments in equity-accounted shareholdings 1,006
Investments in other shareholdings 120
Total 60,778
  • Adjustment of Put options on minority interestsfor a total of €553 thousand (of which: €750 thousand on CertEurope, -€608 thousand on Tinexta Cyber subsidiaries, -€489 thousand on Queryo Advance and the remaining -€79 thousand on Evalue Innovación, Sixtema, PrivacyLab, Trix) due to revaluation due to the passage of time, as well as the change in the discount rate.
  • "Capital increases of minority interests" refer to the cash payment relating to the entry of Bregal Milestone into the share capital of InfoCert S.p.A. following which the equity investment of Tinexta S.p.A. fell from 100% to 88.17%.
  • OCI derivatives refer to the appreciation of hedging derivatives on outstanding loans. As interest rate curves rise, the Mark-to-market appreciates significantly.

KEY EVENTS SUBSEQUENT TO THE END OF THE FIRST-HALF

On 5 July 2022, through the subsidiary Warrant Hub S.p.A., the closing was signed completing the acquisition of Plannet S.r.l., following the signing of 21 June 2022 (and already mentioned in the section Key events for the period).

On 28 July 2022, through the subsidiary Corvallis S.r.l., the closing of LAN&WAN Solutions S.r.l. was signed. The company is based in the province of Padua and has a proven and consolidated experience in the provision of technology solutions and professional services (system integrators), mainly aimed at manufacturing companies for the management and security of the corporate network, with interesting propositions on Network Security and IT Security. The transaction provided for the acquisition of 100% of the shares of LAN&WAN S.r.l against a consideration paid at the closing of €1.0 million and a price deferral of €0.3 million to be paid by 31 December 2025. An EarnOut payment, calculated on the basis of the 2024 results of the Cyber Cluster, currently estimated at €0.1 million, is expected.

On 28 July 2022, through the subsidiary Corvallis S.r.l., the closing was signed for the purchase of the business unit of the company Teknesi S.r.l., a provider of technology solutions and professional services to companies for risk/vulnerability management, Disaster& Recovery and Business Continuity, with operating office in Bologna. The purchase of the business unit provided for a consideration paid at closing of €0.7 million and a price deferral payable in two tranches of €1.1 million (to be paid 20% upon approval of the 2022 financial statements and 40% upon approval of the 2023 financial statements). The payment of an EarnOut, calculated on the basis of the Cyber Cluster 2024 results, is currently estimated at €0.1 million.

On 27 July 2022 in line with the agreements relating to the sale of the Credit Information & Management division dated 30 May 2022, Innolva S.p.A. sold its 36.8% stake in Wisee S.r.l. Società Benefit to Tinexta S.p.A.. The transaction is identifiable as "under common control", therefore it will have no accounting effects in the Tinexta Consolidated Financial Statements.

On 1 August 2022 in line with the agreements relating to the sale of the Credit Information & Management division on 30 May 2022, Innolva S.p.A. sold its 100% stake in Forvalue S.p.A. to Warrant Hub S.p.A. The transaction is identifiable as "under common control" and therefore will have no accounting effects on the Tinexta Consolidated Financial Statements.

On 3 August 2022, following its announcement to the market on 30 May 2022, Tinexta S.p.A. finalised the transfer of 75% of the share capital of Innolva S.p.A. to CRIF S.p.A. for a consideration of €170.1 million, paid partly in cash and partly by offsetting receivables. The total equity value of €226.8 million was based on an enterprise value of Innolva S.p.A. of €187.5 million, adjusted for the estimated net financial position at closing of €39.3 million. The sale of the equity investment in Innolva was finalised upon the fulfilment of all conditions precedent provided for in the relevant binding agreement, including the transfer to CRIF S.p.A. by Intesa Sanpaolo S.p.A. of the remaining 25% of the share capital of Innolva S.p.A. and the transfer of 100% of the share capital of Forvalue S.p.A. from Innolva S.p.A. to Warrant Hub S.p.A., a company wholly owned by Tinexta. In order to strengthen the strategic partnership currently existing between Tinexta and Intesa Sanpaolo S.p.A. by virtue of commercial agreements relating to the business of Forvalue S.p.A, Tinexta and Intesa Sanpaolo S.p.A. are negotiating a hypothetical entry of Intesa Sanpaolo S.p.A. in the share capital of Warrant Hub S.p.A. through an investment in the latter's capital of all or part of the proceeds deriving to Intesa Sanpaolo S.p.A. from the sale to CRIF S.p.A. of 25% of Innolva, through a capital increase.

BUSINESS OUTLOOK

In light of the results of the first six months of 2022 (excluding discontinued operations), substantially in line with expectations, the Board of Directors confirms for the current year Revenues growing12 between 21%and 23% and adjusted EBITDA growth between 25%and 27%. Expectations include the contribution of the acquisitions/sales concluded at today's date. Scope being equal, Revenues are expected to grow between 10% and 12%,, with adjusted EBITDA growing between 8% and 10% compared to 2021. The adjusted NFP/EBITDA ratio is expected to be around 0.6x at the end of 2022, including the acquisition of Plannet and approximately €230 million reduction in the NFP as a result of the transactions in the sale of the Credit Information & Management division.

The transaction also provides for a capital gain of more than €80 million. The macroeconomic context, in addition to the still uncertain health situation, continues to be affected by the criticalities linked to the supply of raw materials, by inflationary pressures and by the protracted tensions between Russia and Ukraine. The development of the conflict and the effects and/or repercussions of this macroeconomic context have not

12The comparative figures for 2021 have been restated due to the reclassification of the Credit Information & Management division's Profit (loss) from discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12. Discontinued operations of the Condensed Interim Consolidated Financial Statements. Restated revenues for 2021 amounted to €301.5 million, restated Adjusted EBITDA amounted to €76.5 million.

currently caused significant changes of an operational nature and therefore no impact is anticipated in the above-mentioned foreseeable evolution of operations. In any case, the digitisation process towards a new form of digital economy is now unstoppable and opens up opportunities for growth and development for companies such as the Tinexta Group. Digital identity, cyber security, digital marketing and consultancy are the building blocks of the economy in the coming years.

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

TREASURY SHARE PURCHASE PROGRAMME

On 28 April 2022, the Shareholders' Meeting of Tinexta S.p.A. approved the authorisation to purchase and disposal of treasury shares pursuant to arts. 2357 et seq. of the Italian Civil Code and art. 132 of the Consolidated Finance Act also in several tranches, up to a maximum number that, taking into account the ordinary shares of the Company from time to time held in the portfolio by the Company and its subsidiaries, and therefore the ordinary shares held by the Company as at today's date, do not exceed a total of 10% of the share capital (equal to 4,720,712 ordinary shares), in accordance with the provisions of art. 2357, paragraph 3, of the Italian Civil Code, for the following purposes:

  • to dispose of treasury shares to be allocated in service of the "2020-2022 Stock Option Plan", the "2021-2023 Stock Option Plan", as well as any future incentive plans in order to incentivise and retain employees, partners and directors of the Company, the subsidiaries and/or other categories of persons chosen at the discretion of the Board of Directors;
  • to implement transactions such as the sale and/or exchange of treasury shares for acquisitions of equity investments, direct or indirect, and/or properties and/or to enter into agreements with strategic partners and/or to implement industrial projects or extraordinary finance operations, falling within the targets for expansion of the Company and of the Group;
  • to complete subsequent purchase and sale operations of shares, within the limits of permitted market practices;
  • to carry out, directly or by way of intermediaries, any stabilisation and/or support operations of the liquidity of the Company's stock in respect of permitted market practices;
  • to set up a "stockpile", useful in any future extraordinary financial transactions;
  • to implement a medium and long-term investment or in any case to grasp the opportunity to make a good investment, in view of the expected risk and return of alternative investments and also through the purchase and resale of shares when considered appropriate;
  • to use surplus liquid resources.

The purchases of treasury shares must be made by 27 October 2023, i.e. within 18 months of the date of the Shareholders' Meeting resolution. The duration of the authorisation to the disposal of the relative shares is without a time limit.

On 12 May 2022, the Board of Directors of Tinexta S.p.A. resolved to initiate the treasury share purchase programme (buy-back) in implementation of the authorisation approved by the Shareholders' Meeting of 28 April 2022. The purpose of the Buy-back is to implement the "2020-2022 Stock Option Plan" and "2021-2023 Stock Option Plan" approved by the Ordinary Shareholders' Meeting, without prejudice to the Board's option to envisage additional or different buy-back purposes in compliance with that approved by the Shareholders' Meeting of 28 April 2022. To execute the Buy-back, the Company therefore aims to purchase a maximum of 769,753 shares.

At 30 June 2022, the Company holds 1,200,247 treasury shares, equal to 2.543% of the Share Capital, for a total purchase value of €19,327 thousand (including commissions for €26 thousand). No treasury shares were acquired during the first half of 2022.

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 option-based 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, key managers and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors 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 Accrued options 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/assemblea-azionisti-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.

At 30 June 2022, 1,620,000 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 option-based incentive 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, key managers 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 Accrued options 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 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/2021 section of the Company's web site (www.tinexta.com/assemblea-azionisti-2021), 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 2021, the fair value for each option was equal to €12.00.

On 5 October 2021 the Board of Directors of Tinexta S.p.A. resolved to grant a further 100,000 options at an exercise price set at €32.2852.

At 30 June 2022, 290,000 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 managed 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 risks" in the Notes to the Consolidated Financial Statements at 31 December 2021.

Uncertainties include the macroeconomic context, in addition to the still unsettled health situation, continues to be affected by the criticalities linked to the supply of raw materials, by inflationary pressures and by the protracted tensions between Russia and Ukraine. The development of the conflict and the effects and/or repercussions of this macroeconomic context have not currently caused significant changes of an operational nature.

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 2022 Statements and Notes

Consolidated Financial Statements

Consolidated Statement of Financial Position

Amounts in thousands of Euro Notes 30/06/2022 31/12/2021
Restated 13
ASSETS
Property, plant and equipment 14 36,320 25,172
Intangible assets and goodwill 15 465,783 542,751
Investment property 16 0 698
Equity-accounted investments 17 7,180 6,630
Other equity investments 17 260 149
Other financial assets, excluding derivative financial instruments 18 1,920 736
- of which vs. related parties 45 137 38
Derivative financial instruments 26 4,834 112
Deferred tax assets 19 12,811 8,843
Trade and other receivables 22 2,223 3,516
Contract cost assets 20 6,131 6,669
NON-CURRENT ASSETS 537,462 595,274
Inventories 23 1,149 1,342
Other financial assets, excluding derivative financial instruments 24 3,360 4,144
- of which vs. related parties 45 886 290
Derivative financial instruments 26 7 0
Current tax assets 25 3,039 2,666
Trade and other receivables 22 100,578 119,470
- of which vs. related parties 45 582 748
Contract assets 21 21,501 16,880
- of which vs. related parties 45 7 1
Contract cost assets 20 1,463 469
Cash and cash equivalents 27 79,058 68,253
- of which vs. related parties 45 3,271 3,325
Assets held for sale 12 160,345 0
- of which vs. related parties 45 1,250 0
CURRENT ASSETS 370,499 213,224
TOTAL ASSETS 907,961 808,498

13 The comparative figures at 31 December 2021 have been restated in connection with the completion in the second quarter of 2022 of the identification of the fair values of the assets and liabilities of Forvalue S.p.A., consolidated on a line-by-line basis as from 1 July 2021, and Financial Consulting LAB S.r.l., consolidated on a line-by-line basis as from 1 October 2021.

Amounts in thousands of Euro Notes 30/06/2022 31/12/2021
Restated
EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -19,327 -19,327
Share premium reserve 55,439 55,439
Other reserves 173,986 112,929
Shareholders' equity attributable to the Group 257,304 196,247
Minority interests 57,103 46,867
TOTAL SHAREHOLDERS' EQUITY 28 314,407 243,115
LIABILITIES
Provisions 29 3,155 3,857
Employee benefits 30 18,923 19,738
Financial liabilities, excluding derivative financial instruments 31 253,969 281,517
- of which vs. related parties 45 2,839 3,718
Derivative financial instruments 26 36 170
Deferred tax liabilities 19 31,134 35,023
Contract liabilities 33 17,934 17,423
- of which vs. related parties 45 84 48
Deferred income 34 61 125
NON-CURRENT LIABILITIES 325,212 357,852
Provisions 29 597 566
Employee benefits 30 161 88
Financial liabilities, excluding derivative financial instruments 31 100,040 54,118
- of which vs. related parties 45 1,367 1,387
Derivative financial instruments 26 2 0
Trade and other payables 32 78,280 89,689
- of which vs. related parties 45 471 458
Contract liabilities 33 55,884 57,102
- of which vs. related parties 45 92 85
Deferred income 34 1,334 2,409
Current tax liabilities 25 1,799 3,559
Liabilities directly related to assets held for sale 12 30,244 0
CURRENT LIABILITIES 268,341 207,531
TOTAL LIABILITIES 593,553 565,384
TOTAL EQUITY AND LIABILITIES 907,961 808,498

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

Six months ended 30 June
Amounts in thousands of Euro Notes 2022 2021
Restated14
Revenues 35 168,001 139,741
- of which vs. related parties 45 173 96
Costs of raw materials 36 6,413 5,982
Service costs 37 53,658 41,473
- of which vs. related parties 45 1,459 765
- of which non-recurring 37 2,846 770
Personnel costs 38 71,750 60,165
- of which non-recurring 38 128 0
Contract costs 39 2,472 2,085
- of which vs. related parties 45 2 0
Other operating costs 40 1,082 852
- of which vs. related parties 45 2 1
Amortisation and depreciation 41 11,810 11,279
Provisions 41 701 444
Impairment 41 1,068 380
Total Costs 148,956 122,660
OPERATING PROFIT (LOSS) 19,045 17,081
Financial income 78 55
Financial charges 2,631 1,760
- of which vs. related parties 34 26
Net financial income (charges) 42 -2,552 -1,705
Share of profit of equity-accounted investments, net of tax 17 -30 -181
PROFIT BEFORE TAX 16,463 15,195
Income taxes 43 3,135 4,293
- of which non-recurring 43 -3,240 -1,045
NET PROFIT FROM CONTINUING OPERATIONS 13,329 10,902
Profit (loss) from discontinued operations, net of tax effects 12 3,270 7,076
- of which vs. related parties 45 387 -263
- of which non-recurring 12 0 2,927
NET PROFIT 16,599 17,979

14 The comparative figures for the first half of 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as indicated in Note 12 Discontinued Operations.

Amounts in thousands of Euro Notes 2022 2021
Restated
Other components of the comprehensive income statement
Components that will never be reclassified to profit or loss
Actuarial gains (losses) of employee benefit provisions 30 -34 0
Tax effect 9 0
Total components that will never be reclassified to profit or loss -26 0
Components that are or may be later reclassified to profit or loss:
Exchange rate differences from the translation of foreign financial statements 64 -17
Profits (losses) from measurement at fair value of derivative financial instruments 26 4,854 252
Equity-accounted investments - share of Other comprehensive income 17 12 -15
Tax effect -1,165 -60
Total components that are or may be later reclassified to profit or loss 3,765 160
Total other components of comprehensive income, net of tax 3,739 160
of which related to discontinued operations 0 20
Total comprehensive income for the period 20,338 18,139
Net profit attributable to:
Group 15,015 17,698
Minority interests 1,584 281
Total comprehensive income for the period attributable to:
Group 18,716 17,869
Minority interests 1,622 270
Earnings per share
Basic earnings per Share (in Euro) 44 0.33 0.38
- of which from continuing operations 0.26 0.23
- of which from discontinued operations 0.06 0.15
Diluted earnings per share (in Euro) 44 0.32 0.38
- of which from continuing operations 0.26 0.23
- of which from discontinued operations 0.06 0.15

Consolidated Statement of Changes in Equity

Six-month period ended 30 June 2022
Amounts in thousands of Euro Share
capital
Treasury
shares
Legal
reserve
Share
premium
reserve
Hedging
derivatives
reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserves
Shareholders'
Equity
attributable to
the Group
Minority
interests
Consolidated
Shareholders'
equity
Balance at 1 January 2022 Restated 47,207 -19,327 5,673 55,439 -21 -1,487 3,056 105,709 196,247 46,867 243,11515
Comprehensive income for the period
Profit for the period 15,015 15,015 1,584 16,599
Other components of the comprehensive income statement 3,689 -23 35 3,701 38 3,739
Total comprehensive income for the
period
0 0 0 0 3,689 -23 0 15,050 18,716 1,622 20,338
Transactions with Shareholders
Dividends -15,935 -15,935 -3,419 -19,354
Allocation to legal reserve 1,477 -1,477 0 0
Purchase of treasury shares 0 0 0
Put adjustment on minority interests -462 -462 -92 -553
Stock Options 1,238 0 1,238 55 1,293
Sale of minority interests in subsidiaries 86 -89 57,793 57,790 12,210 70,000
Acquisitions of minority interests in subsidiaries -289 -289 -140 -429
Other changes -2 -2 -1 -3
Total transactions with Shareholders 0 0 1,477 0 0 86 1,148 39,629 42,340 8,613 50,954
Balance at 30 June 2022 47,207 -19,327 7,150 55,439 3,667 -1,423 4,204 160,388 257,304 57,103 314,407
Six-month period ended 30 June 2021
Amounts in thousands of Euro Share
capital
Treasury
shares
Legal
reserve
Share
premium
reserve
Hedging
derivatives
reserve
Defined
benefits
reserve
Stock
Option
reserve
Other
reserves
Shareholders'
Equity
attributable to
the Group
Minority
interests
Consolidated
Shareholders'
equity
Balance at 1 January 2021 47,207 -10,001 4,315 55,439 -864 -1,061 908 73,756 169,698 4,047 173,745
Comprehensive income for the period
Profit for the period 17,698 17,698 281 17,979
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 17,678 17,869 270 18,139
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 -10,662
Stock Options 901 0 901 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 Restated 47,207 -15,995 5,673 55,439 -672 -1,061 1,809 67,453 159,852 3,702 163,55416

15 The comparative figures as at 31 December 2021 have been restated in relation to the completion in the second quarter of 2022 of the identification of the fair values of the assets and liabilities of Forvalue S.p.A consolidated on a line-by-line basis as from 1 July 2021 and Financial Consulting LAB S.r.l. consolidated on a line-by-line basis as from 1 October 2021.

16 The comparative figures for the first half of 2021 have been restated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l. consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S. consolidated on a line-by-line basis from 31 December 2020 S.r.l., Corvallis S.r.l., Yoroi S.r.l. and Queryo Advance S.r.l. consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12. Discontinued Operations.

Consolidated Statement of Cash Flows

Amounts in thousands in Euro six-month period ended 30 June
Notes 2022 2021
Restated17
Cash flows from operations
Net profit 16,599 17,979
Adjustments for:
- Amortisation and depreciation
- Impairment (Revaluations)
15,686
1,282
16,437
670
- Provisions 701 444
- Provisions for Stock Options 1,293 903
- Net financial charges 2,668 1,794
-
of which to related parties
34 26
- Share of profit of equity-accounted investments 59 180
- Income taxes 4,436 2,767
Changes in:
- Inventories 23
193
85
- Contract cost assets -766 -362
-
of which from related parties
0 0
- Trade and other receivables and Contract assets 1,669 5,925
-
of which from related parties
-150 -390
- Trade and other payables -49 -695
-
of which to related parties
13 88
- Provisions and employee benefits 1,691 -23
- Contract liabilities and deferred income, including public contributions 3,169 4,293
-
of which vs. related parties
43 115
Cash and cash equivalents generated by operations 48,631 50,396
Income taxes paid -15,423 -13,990
Net cash and cash equivalents generated by operations 33,208 36,405
of which discontinued operations 10,122 12,319
Cash flows from investments
Interest collected 8 7
Dividends collected 652 0
Collections from sale or repayment of financial assets 948 4,868
Investments in equity-accounted shareholdings 17 -1,006 -566
Investments in property, plant and equipment 14 -1,716 -662
Investments in other financial assets -2,628 -72
-
of which vs. related parties
-886 0
Investments in intangible assets 15 -8,345 -6,081
Increases in the scope of consolidation, net of liquidity acquired 13 -36,344 -47,426
Decreases in the scope of consolidation, net of liquidity sold 0 0
Net cash and cash equivalents generated/(absorbed) by investments -48,431 -49,932
of which discontinued operations -3,123 -3,469
Cash flows from financing
Purchase of minority interests in subsidiaries 31 -1,599 -3
Interest paid -1,161 -1,177
-
of which to related parties
-49 -31
MLT bank loans taken out 31 9,990 62,605
Repayment of MLT bank loans 31 -23,489 -13,088
Repayment of price deferment liabilities on acquisitions of equity investments 31 -1,137 -2,602
-
of which to related parties
-675 -665
Repayment of contingent consideration liabilities 31 -1,685 -1,616
Change in other current bank payables -92 -7,384
Change in other financial payables 92 296
Repayment of lease liabilities 31 -3,033 -2,813
-
of which to related parties
-370 -293
Purchase of treasury shares 0 -5,994
Capital increases (decreases) – subsidiaries 28 70,000 -91
Dividends paid -18,883 -12,416
Net cash and cash equivalents generated/(absorbed) by financing 29,003 15,716
of which discontinued operations -6,631 -1,405
Net increase (decrease) in cash and cash equivalents 13,779 2,189
Cash and cash equivalents at 1 January 68,253 92,813
Cash and cash equivalents at 30 June 27 82,032 95,002

17 The comparative figures for the first half of 2021 have been restated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l. consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S. consolidated on a line-by-line basis from 31 December 2020 S.r.l., Corvallis S.r.l., Yoroi S.r.l. and Queryo Advance S.r.l. consolidated on a line-by-line basis from 1 January 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 12. Discontinued Operations.

Notes to the Condensed Interim Consolidated Financial Statements at 30 June 2022

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 2022 include the condensed interim financial statements of the Parent Company and the half-yearly 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. On 30 May 2022, Tinexta S.p.A. executed binding agreements for the sale of the Credit Information & Management division. These Condensed Interim Consolidated Financial Statements at 30 June 2022 were approved and authorised for publication by the Board of Directors of Tinexta S.p.A. at its meeting on 4 August 2022.

The shares of the Parent Company are listed on the Mercato Telematico Azionario (MTA, electronic equity market) 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 on Tinexta.

2. PREPARATION CRITERIA AND COMPLIANCE WITH IFRS

These Condensed Interim Consolidated Financial Statements prepared in accordance with art. 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 2021 (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" criterium;
  • 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.

For each item in the consolidated financial statements, the corresponding value for the previous year or period is shown for comparative purposes:

  • With reference to the impact of the application of IFRS 5 for the Credit Information & Management division, following the conclusion of binding agreements for the sale:
    • In the Statement of Financial Position at 30 June 2022, the assets and liabilities attributable to the Credit Information & Management division are reported in the items "Assets held for sale" and "Liabilities directly related to assets held for sale", respectively, without reclassification of the comparative balance sheet values at 31 December 2021;
    • In the Statement of Profit/(Loss) and other components of comprehensive income for the first half of 2022 and, for comparative purposes, for the first half of 2021, the balances attributable to the Credit Information & Management division are respectively reported or reclassified in "Profit/(loss) from discontinued operations";
    • In the Statement of Cash Flows for the first half of 2022 and, for comparative purposes, for the first half of 2021, net cash flows generated/absorbed by the Credit Information & Management division contribute to the individual items and are also reported in aggregate form in the sub-items of net cash flow from Discontinued Operations: (i) from operating activities, (ii) from investing activities and (iii) from financing activities.
  • With reference to the impact of the completion of activities to identify the fair values of assets and liabilities related to business combinations:
    • in the Statement of Financial Position at 30 June 2022, the comparative figures at 31 December 2021 have been restated in relation to the completion in the second quarter of 2022 of the identification of the fair values of the assets and liabilities of Forvalue S.p.A., consolidated on a line-by-line basis from 1 July 2021, and Financial Consulting LAB S.r.l., consolidated on a line-by-line basis from 1 October 2021;
    • in the Statement of Profit/(Loss) and other components of comprehensive income of the first half of 2022, the comparative figures for the first half of 2021 have been recalculated in relation to the completion in the fourth quarter of 2021 of the activities to identify the fair values of the assets and liabilities of Swascan S.r.l., which is consolidated on a line-by-line basis from 1 October 2020, Euroquality S.A.S., which is consolidated on a line-by-line basis from 31 December 2020, and of Corvallis S.r.l., Yoroi S.r.l and Queryo Advance S.r.l., consolidated on a line-by-line basis from 1 January 2021.

The Information on the Statement of Financial Position and the Information on the Statement of Comprehensive Income contain reconciliation tables between the values published in the Consolidated Financial Statements at 31 December 2021 and the Condensed Interim Consolidated Financial Statements at 30 June 2021, respectively, and those now presented for comparative purposes.

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 2021, with the exception of the new standards applied as from 1 January 2022 (indicated in Note 7. New standards or amendments for 2022 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 2022:

at 30 June 2022
Share Capital %
Company Registered office Amount
(€ '000)
Currency % ownership via contribution
to the
Group
Consolidation
method
Tinexta S.p.A. (Parent Company) Rome 47,207 N/A N/A N/A N/A
InfoCert S.p.A. Rome 20,081 88.17% N/A 88.17% Line-by-line
Innolva S.p.A. * Buja (UD) 4,000 75.00% N/A 75.00% Line-by-line
Re Valuta S.p.A. * Milan 200 95.00% N/A 95.00% Line-by-line
Co.Mark S.p.A. Bergamo 150 100.00% N/A 100.00% Line-by-line
Visura S.p.A. Rome 1,000 100.00% N/A 100.00% Line-by-line
Warrant Hub S.p.A. Correggio (RE) 58 100.00% N/A 100.00% Line-by-line
Tinexta Cyber S.p.A. Rome 1,000 100.00% N/A 100.00% Line-by-line
Sixtema S.p.A. Rome 6,180 80.00% InfoCert S.p.A. 88.17% Line-by-line
AC Camerfirma S.A. Spain 3,421 51.00% InfoCert S.p.A. 44.97% Line-by-line
CertEurope S.A.S. France 500 60.00% InfoCert S.p.A. 88.17% Line-by-line
Comas S.r.l.* Arezzo 100 100.00% Innolva S.p.A. 75.00% Line-by-line
Innolva Relazioni Investigative S.r.l. * Brescia 10 100.00% Innolva S.p.A. 75.00% Line-by-line
Forvalue S.p.A. Milan 150 100.00% Innolva S.p.A. 75.00% Line-by-line
Co.Mark TES S.L. Spain 36 100.00% CoMark S.p.A. 100.00% Line-by-line
Queryo Advance S.r.l. Quartu Sant'Elena (CA) 10 60.00% CoMark S.p.A. 100.00% Line-by-line
Sferait S.r.l. Turin 20 100.00% Visura 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 10 100.00% Warrant Hub S.p.A. 100.00% 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
Evalue Innovación SL Spain 62 70.00% Warrant Hub S.p.A. 100.00% Line-by-line
Enhancers S.p.A. Turin 50 100.00% Warrant Hub S.p.A. 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. 44.96% 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. 21.16% Equity Method
Authada GmbH Germany 74 16.67% InfoCert S.p.A. 14.69% Equity Method
Camerfirma Colombia S.A.S. Colombia 1,200,000 COP 51.00% 1% InfoCert S.p.A.
50% AC Camerfirma S.A.
23.36% Equity Method
IDecys S.A.S. France 1 30.00% CertEurope S.A.S. 26.45% Equity Method
Creditreform GPA Ticino S.A. * Switzerland 100 CHF 30.00% Innolva S.p.A. 22.50% Equity Method
Wisee S.r.l. Società Benefit Milan 17.8 36.80% Innolva S.p.A. 27.60% 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. 30.00% Equity Method

*Companies within the scope of IFRS 5 following the execution of binding sale agreements. For details, please refer to Note 12. Discontinued Operations.

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 2022 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 derecognised.

Assets held for sale/Liabilities directly related to assets held for sale

Non-current assets held for sale and assets and liabilities held for sale and/or related to discontinued operations, for which at the end of the reporting period it is highly probable that their carrying amount will be recovered primarily through sale rather than through continued use, are shown separately from other

assets and liabilities in the statement of financial position. Immediately prior to being classified as held for sale, each asset and liability is recognised in accordance with the relevant IFRS and subsequently carried at the lower of carrying value and fair value, less costs to sell. Any impairment losses are recognised immediately in the income statement. With regard to the presentation in the income statement, discontinued operations or operations being discontinued are classifiable as "discontinued operations"' if they meet one of the following requirements:

  • represent an important autonomous business or geographical segment;
  • are part of a single, coordinated programme for the divestment of an important stand-alone line of business or geographical segment; or
  • are subsidiaries acquired exclusively with a view to a subsequent sale.

The economic effects arising from the management and disposal of these operating activities, net of the related tax effects,

are shown as a single item in the income statement, also with reference to the figures of the comparative period.

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;

• the "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 statements' information is available.

Following the conclusion of binding agreements for the sale of the Credit Information & Management division, the contribution to the consolidated values of the segment is presented as discontinued operations and thus excluded from the Group's business segments (economic comparative figures have been restated). The operating units identified by management, which encompass all the services and products provided to the customers, are:

  • Digital Trust
  • Cybersecurity
  • Innovation & Marketing Services

With respect to first half of 2021, the consolidated income statement data of first half 2022 include:

  • the balances of Forvalue S.p.A. (Innovation & Marketing Services BU) consolidated as from 1 July 2021;
  • the balances of Financial Consulting LAB S.r.l. and Financial Consulting LAB now merged into Warrant Hub S.p.A. (Innovation & Marketing Services BU) consolidated as from 1 October 2021;
  • the balances of CertEurope S.A.S. (Digital Trust BU) consolidated as from 1 November 2021;
  • the balances of Evalue Innovación SL (Innovation & Marketing Services BU) consolidated as from 1 January 2022;
  • the balances of Enhancers S.p.A. (Innovation & Marketing Services BU) consolidated as from 1 April 2022;
  • the balances of Nomesia S.r.l. now merged into Queryo Advance S.r.l. (Innovation & Marketing Services BU) consolidated as from 1 April 2022;
  • the balances of Sferabit S.r.l. (Digital Trust BU) consolidated as from 1 May 2022.

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

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.

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

Amounts in thousands of
Euro
Six months ended 30
June
Digital Trust Cybersecurity Innovation &
Marketing Services
Other sectors
(Holding costs)
Total
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Segment revenues 76,858 63,618 36,768 34,623 55,364 41,664 1,479 1,044 170,469 140,949
Intra-segment revenues 173 60 811 182 135 30 1,348 936 2,468 1,207
Revenues from third
parties
76,685 63,558 35,957 34,441 55,229 41,634 131 109 168,001 139,741
EBITDA 19,911 14,840 2,288 3,353 18,553 16,734 -8,127 -5,744 32,625 29,184
Amortisation/depreciation,
provisions and impairment
13,580 12,103
Operating profit (loss) 19,045 17,081
Net financial income (charges) -2,552 -1,705
Income from equity -30 -181
investments
Profit before tax 16,463 15,195
Income taxes 3,135 4,293
Net profit from continuing operations 13,329 10,902

Breakdown of assets and liabilities by operating segment:

Amounts in
thousands of Euro
Digital Trust Cybersecurity Credit Information &
Management
Innovation & Marketing
Services
Other sectors
(Parent Company)
Total
30/06/2022 31/12/2021 30/06/2022 31/12/2021 30/06/2022 31/12/2021 30/06/2022 31/12/2021 30/06/2022 31/12/2021 30/06/2022 31/12/2021
Amounts in
thousands of Euro
Assets 287,114 210,288 155,665 158,734 160,345 194,421 251,081 216,909 53,756 28,146 907,961 808,498
Liabilities 166,601 156,892 118,160 122,829 30,244 55,242 140,040 121.893 138,508 108,528 593,553 565,384

7. NEW STANDARDS OR AMENDMENTS FOR 2022 AND FUTURE REQUIREMENTS

As required by IAS 8 - Accounting standards, changes in accounting estimates and errors - the new accounting standards and interpretations are indicated below, as well as changes to existing standards and interpretations already applicable, not yet in force at the balance sheet date, which could be applied in the future in the consolidated financial statements of the Group:

a) New documents issued by the IASB and endorsed by the EU to be mandatorily adopted starting from the financial statements for the years starting on 1 January 2022

Document title Date of issue Date of entry
into force
Date of
endorsement
EU regulation and
publication date
Improvements to IFRS (2018-2020 cycle) (Amendments to
IFRS 1, IFRS 9, IFRS 16 and IAS 41)
May 2020 1 January
2022
28 June 2021 (EU) 2021/1080
2 July 2021
Property, plant and equipment – Proceeds before
intended use (Amendments to
IAS 16)
May 2020 1 January
2022
28 June 2021 (EU) 2021/1080
2 July 2021
Onerous contracts – Costs of fulfilling a contract
(Amendments to IAS 37)
May 2020 1 January
2022
28 June 2021 (EU) 2021/1080
2 July 2021
Reference to the Conceptual Framework (Amendments to
IFRS 3)
May 2020 1 January
2022
28 June 2021 (EU) 2021/1080
2 July 2021

The accounting standards, amendments and interpretations, in force from 1 January 2022 and endorsed by the European Commission, are set out below:

  • With Regulation (EU) no. 2021/1080 of 28 June 2021, published in the Official Journal of the European Union of 2 July 2021, the following documents published by the IASB Board on 14 May 2020 were endorsed:
    • Amendments to IFRS 3 – Reference to the Conceptual Framework

The amendments update the reference in IFRS 3 to the Conceptual Framework in the revised version, without this entailing changes to the provisions of the standard. With the amendment to IFRS 3, to identify assets and liabilities of the acquiree, reference must be made to the new definitions of assets and liabilities of the new Conceptual Framework published in March 2018, with the sole exception of the liabilities assumed in the acquiree, which after the acquisition date are accounted for in accordance with IAS 37 - Provisions, contingent liabilities and contingent assets or IFRIC 21 - Levies;

Amendments to IAS 16 – Property, plant and equipment: proceeds before intended use

The IASB Board clarified that proceeds from the sale of goods produced by an asset during the period prior to the date in which the asset is in the necessary location and condition for it to function in the manner intended by management, they must be recognised in profit/(loss) for the year. As a result of the aforementioned amendment, it will no longer be allowed to recognise as a direct reduction in the cost of the asset the proceeds deriving from the sale of goods produced before the asset is available for its use, for example, proceeds from the sale of samples produced during the testing of the correct functioning of the asset;

Amendments to IAS 37 – Onerous Contracts – Cost of Fulfilling a Contract

The IASB Board clarified that the costs necessary for the fulfilment of a contract include all costs directly related to the contract and therefore include:

  • incremental costs, i.e. costs that would not have been incurred in the absence of the contract (for example, raw materials, costs for direct labour, etc.);
  • a portion of the other costs which, although not incremental, are directly related to the contract (for example, the depreciation rate of the assets used to fulfil the contract).

Furthermore, the IASB Board confirmed that, before recognising a provision for an onerous contract, the entity must recognise any impairment losses on non-current assets and clarified that impairment losses must be determined with reference not only to activities dedicated entirely to the contract, but also to other activities that are partially used for the fulfilment of the contract itself;

Improvements to IFRS – 2018-2020 cycle (Amendments to IFRS 1, IFRS 9 and IAS 41)

The Improvements to IFRS Standards are the result of the annual improvement process aimed at resolving non-urgent issues relating to inconsistencies or unclear terminologies identified in the International Accounting Principles. Please note that the document "Improvements to IFRS – 2018-2020 cycle" also includes an amendment to IFRS 16, which is not subject to approval by the European Union as it refers to an illustrative example that is not an integral part of IFRS 16.

The adoption of the new standards from 1 January 2022 had no impact.

b) IAS/IFRS and related IFRIC interpretations applicable to financial statements starting after 1 January 2022, documents endorsed by the EU at 30 June 2022:

Document title Date of issue Date of entry into
force
Date of endorsement
New standard IFRS 17 - Insurance Contracts (issued on 18 May 2017);
including amendments IFRS 17 (issued on 25 June 2020)
May 2017 1 January 2023 23 November 2021
Amendments to IAS 1 – Presentation of financial statements and IFRS
Practice Statement 2: Presentation of accounting principles
February 21 1 January 2023 3 March 2022
Amendments to IAS 8 – Accounting standards, changes in accounting
estimates and errors: definition of accounting estimates
February 21 1 January 2023 3 March 2022

New standard IFRS 17 – Insurance Contracts (issued on 18 May 2017); including amendments IFRS 17 (issued on 25 June 2020)

On 18 May 2017, the IASB published the new standard IFRS 17 Insurance Contracts, which replaces the current IAS 4. The new standard on insurance contracts aims to boost transparency on sources of profit and on the quality of earnings and to guarantee high comparability of results, by introducing a single standard for the recognition of revenues that reflects the services provided.

By Regulation (EU) no. 2020/2097 of 15 December 2020, published in the Official Journal of the European Union on 16 December 2020, the IASB document "Extension of Temporary Exemption from IFRS 9 (Amendments to IFRS 4 Insurance Contracts)" was adopted.

Entities that have a predominantly insurance business may continue to apply the provisions of IAS 39 Financial Instruments: Recognition and Measurement to the classification and measurement of financial instruments until IFRS 17 Insurance Contracts, which will replace the current IFRS 4, becomes effective. The temporary exemption from the application of IFRS 9 Financial Instruments is provided in order to avoid the volatility of profit/(loss) for the year arising from the asymmetry between the IFRS 9 measurement criteria for financial assets and the IFRS 4 measurement criteria for insurance liabilities.

Since the IASB Board in June 2020 decided to postpone the effective date of IFRS 17 from 1 January 2021 to 1 January 2023, the deadline for the temporary exemption to apply IFRS 9 was also consistently extended by two years.

Although the document published by the IASB does not include a specific effective date, the European Endorsement Regulation (issued on 23 November 2021) states that the amendments to IFRS 4 are to be applied as of 1 January 2021 for financial years beginning on or after 1 January 2021.

Amendments to IAS 1 – Presentation of financial statements and IFRS Practice Statement 2: Presentation of accounting principles

On 12 February 2021, the IASB issued the document "Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)" with the aim of indicating the accounting principles to be illustrated in the financial statements. The amendments are effective for financial years starting on or after 1 January 2023 and operate as follows: (i) the notes to the financial statements illustrate the relevant accounting principles instead of the significant accounting principles; (ii) information on accounting principles is material if users of the financial statements need it to understand other material information in the financial statements; (iii) information on immaterial accounting principles must not obscure information on relevant accounting principles.

Amendments to IAS 8 – Accounting standards, changes in accounting estimates and errors: definition of accounting estimates

On 12 February 2021, the IASB issued the document "Definition of Accounting Estimates (Amendments to IAS 8)". The amendments to IAS 8, effective for financial years starting on or after 1 January 2023, clarify that: (i) the accounting estimates are "monetary amounts in the financial statements subject to measurement uncertainty"; (ii) entities make accounting estimates if accounting policies require items in the financial statements to be measured in a way that results in measurement uncertainty; (iii) a change in the accounting estimate resulting from new information or new developments is not the correction of an error. In addition, the effects of a change in an input or measurement technique used to make an accounting estimate are changes in accounting estimates if they do not result from the

correction of errors from previous periods; (iv) a change in an accounting estimate can only affect the profit or loss for the current year, or profit or loss for both the current and future years. The effect of the change relating to the current year is recognised as income or expense in the current year. Any effect on future periods is recognised as income or expense in such future periods.

These amendments, endorsed by the European Union, will apply starting from the financial years starting on 1 January 2023 and are not expected to have significant effects on the financial statements of the Group. Early application is permitted.

c) IAS/IFRS and related IFRIC interpretations applicable to financial statements starting after 1 January 2021, documents NOT yet endorsed by the EU at 31 December 2021

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

Amendments to IAS 1 – Presentation of financial statements – Classification of liabilities as current or non-current

On 23 January 2020, the IASB issued the document "Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current", clarifying the criteria that must be used in order to determine whether the liabilities should be classified as current or non-current. The provisions are effective starting from financial years starting on 1 January 2023 or later. The amendments aim to promote consistency in the application of the requirements by helping companies to determine whether payables, and other liabilities with an uncertain settlement date, should be classified as current (due or potentially to be paid within one year) or non-current. In addition, they include clarifications regarding the classification requirements for liabilities that an entity could settle through conversion into equity instruments.

Amendments to IAS 12 – Income taxes: deferred taxes relating to assets and liabilities arising from a single transaction

On 7 May 2021 the IASB issued the document "Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)" to clarify that in the recognition of deferred taxes on lease agreements and dismantling obligations the exemption provided for by IAS 12.15(b) and by IAS 12.24 is not applied. The amendments are effective from financial years starting on 1 January 2023 or later. Early application is permitted. 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 Company are being examined and assessed.

Amendments to IFRS 17 – Insurance contracts: Initial application of IFRS 17 and IFRS 9 – Comparative information (issued on 9 December 2021)

On 9 December 2021, the IASB issued "Application of IFRS 17 and IFRS 9 - Comparative Information (Amendment to IFRS 17)", which adds an option at the time of transition to the new standard regarding comparative information on financial assets reported upon initial application of IFRS 17. The amendment is intended to help entities avoid temporary accounting mismatches between the financial assets and liabilities of insurance contracts, thereby improving the usefulness of comparative information for the users of financial statements. The amendments are effective from financial years starting on 1 January 2023 or later. Early application is permitted. 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 Company are being examined and assessed.

For all the newly issued standards, as well as for the revisions and amendments to existing standards, the Tinexta Group is evaluating any impacts currently not reasonably estimated deriving from their future application.

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, costs and revenues recognised in the financial statements, as well as the disclosure provided. Therefore, the final results of the items for which said estimates were used could differ from those reported in these Financial Statements, given the uncertainty that characterises the assumptions and the hypotheses on which the estimates are based.

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

  • Intangible assets with indefinite life: goodwill is assessed on an annual basis, to identify whether there is an impairment that should be recognised in the Income Statement. Specifically, the assessment in question requires the calculation of the recoverable amount of the CGU (Cash-Generating Unit) to which goodwill is allocated. The recoverable amount is calculated by estimating the value in use or the fair value net of disposal costs; if the recoverable amount is less than the carrying amount of the CGU, goodwill is written down. The calculation of the recoverable amount of the CGU requires estimates based on factors that may change over time, with a potentially significant impact on the assessments carried out by Directors. 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. Generally, the Group determines the fair value of the assets acquired and the liabilities assumed using methods based on the discounting of expected cash flows and on the royalty rates recognised under license agreements. This method is characterised by a high degree of complexity and by the use of estimates, which are by their nature uncertain and subjective, about:
    • o the expected cash flows, determined taking into account the economic performance of the acquired companies and the sectors 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;
    • o the quantitative and qualitative parameters relating to the royalty rates used.
  • 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.

  • Liabilities for the purchase of minority interests and Liabilities for contingent consideration: they are determined at the present value of the amounts to be paid at the contractually envisaged due dates. The assessment of liabilities entails the use of estimates tied to the prospective results of the entities to which they refer, which depend on factors that may change over time, with a subsequent potentially significant impact on the assessments carried out by the Directors.
  • Measurement at fair value: in measuring the fair value of an asset or a liability, the Group makes use of observable market data as far as possible. Fair values are allocated to different hierarchical levels on the basis of the input data used in the valuation techniques.
  • Measurement of lease liabilities: the measurement of lease liabilities is affected by the duration of the lease, understood as the non-cancellable lease period to which these two periods must be added: a) periods covered by a lease 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 RISKS

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.

Interest rate risk

The Group uses external financial resources in the form of debt and deposits the liquidity in bank deposit accounts. 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 through 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 despite the particular market context, with negative monetary rates also in the first part of the year, the counterparty banks have not yet transferred the negative rates to the accounts of the Group, which maintained positive positions on its cash deposits. There is currently an upward trend in market rates which further reduces this risk. 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 a further moderate growth in the short-term and a stability in the medium to long term for the 6-month Euribor index (forward rates curve) and the structure of the debt portfolio.

Cash Flow Hedge strategy on bank loans at 30 June 2022:

Bank loans at 30 June 2022
Amounts in thousands of Euro
Cash flow hedge derivatives
Notional values by type at 30 June 2022
Nominal
amount
IRS Capped Swap Collar Total
Floating rate loans 190,454 88,154 52,884 25,321 166,359
Fixed rate loans 4,782 0
195,236 88,154 52,884 25,321 166,359

The hedging rate of floating-rate bank loans is 87.3% (87.1% at 31 December 2021). At 30 June 2022, the Group holds derivative exposure with leading banks.

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.

Credit risk

Financial credit risk results from the inability of a counterparty to fulfil its obligations. At 30 June 2022, 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, each Group entity has implemented internal procedures requiring a preliminary assessment of the solvency of the client before accepting a contract, through a scoring analysis. There are also procedures for the recovery and management of trade receivables, which provide for written reminders to be sent in the case of late payments and gradually more targeted actions (letters, phone reminders, legal actions). The Group uses an allocation matrix to calculate the expected losses, based on historical data. Depending on the type of customer, the Group may use groupings if the historical experience for credit losses is significantly different than the loss models by different customer segments.

The table in Note 22. Trade and other receivables provides a breakdown of current receivables from customers at 30 June 2022, 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 extraordinary Shareholders' Meeting held on 27 April 2021 resolved also on the right of the Board of Directors to increase the share capital against payment and indivisibly in one or more tranches, with or without warrants, even excluding pre-emption rights pursuant to art. 2441, paragraphs 4 and 5 of the Italian Civil Code, for a maximum of €100 million including share premium.

The table is in Note 31. Financial liabilities, excluding derivative financial instruments, the financial liabilities recognised in the Condensed Interim Consolidated Financial Statements at 30 June 2022 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:

Amounts in thousands of Euro Assets measured at fair
value and recognised in
the Income Statement
Assets/Liabilities
designated at fair
value and recognised
in the Income
Statement
Liabilities held for
trading measured at
fair value and
recognised in the
Income Statement
Fair Value
Hedging
instruments
Assets/Liabilit
ies measured
at amortised
cost
Assets
measured at
fair value
through OCI
Investments
in
instruments
representing
OCI capital
Total
NON-CURRENT ASSETS 0 0 0 4,834 4,144 0 0 8,977
Other financial assets, excluding
derivative financial instruments
0 0 0 0 1,920 0 0 1,920
Derivative financial instruments 0 0 0 4,834 0 0 0 4,834
Trade and other receivables 0 0 0 0 2,223 0 0 2,223
CURRENT ASSETS 0 2,469 0 7 180,527 0 0 183,003
Other financial assets, excluding
derivative financial instruments
0 2,469 0 0 891 0 0 3,360
Derivative financial instruments 0 0 0 7 0 0 0 7
Trade and other receivables 0 0 0 0 100,578 0 0 100,578
Cash and cash equivalents 0 0 0 0 79,058 0 0 79,058
NON-CURRENT LIABILITIES 0 84,054 0 36 169,915 0 0 254,005
Financial liabilities, excluding
derivative financial instruments*
0 84,054 0 0 169,915 0 0 253,969
Derivative financial instruments 0 0 0 36 0 0 0 36
CURRENT LIABILITIES 0 37,135 0 2 141,185 0 0 178,322
Financial liabilities, excluding
derivative financial instruments*
0 37,135 0 0 62,905 0 0 100,040
Derivative financial instruments 0 0 0 2 0 0 0 2
Trade and other payables 0 0 0 0 78,280 0 0 78,280

* This item includes Liabilities for the purchase of minority interests and Liabilities for contingent consideration linked to the acquisitions (more details are provided in Note 31). 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:

Amounts in thousands of Euro Fair Value
Level 1 Level 2 Level 3 Total
NON-CURRENT ASSETS 0 4,834 0 4,834
Other financial assets, excluding derivative financial instruments 0 0 0 0
Derivative financial instruments 4,834 4,834
CURRENT ASSETS 2,469 7 0 2,476
Other financial assets, excluding derivative financial instruments 2,469 0 0 2,469
Capitalisation policy 2,469 0 2,469
Derivative financial instruments 7 7
NON-CURRENT LIABILITIES 0 36 84,054 84,090
Derivative financial instruments 36 36
Other financial liabilities, excluding derivative financial
instruments
0 0 84,054 84,054
Liabilities for PUT options 75,748 75,748
Contingent consideration 8,307 8,307
CURRENT LIABILITIES 0 2 37,135 37,137
Other financial liabilities, excluding derivative financial
instruments
0 0 37,135 37,135
Liabilities for PUT options 33,649 33,649
Contingent consideration 3,486 3,486
Derivative financial instruments 0 2 0 2

12. DISCONTINUED OPERATIONS

On 30 May 2022, Tinexta S.p.A. entered into binding agreements for the sale to CRIF S.p.A. of the Credit Information and Management division, which offers business information and technical-valuation services in the real estate sector, through the sale of Tinexta's stakes in Innolva S.p.A. and ReValuta S.p.A. The transaction values the division at a total enterprise value of €237.5 million. The division18generated €75.4 million in revenues in 2021 and €22.0 million in Adjusted EBITDA19, resulting in an implied valuation of 10.8x EV/2021 Adjusted EBITDA, which places the overall transaction in the premium area compared to the valuation ranges achieved by the most recent benchmarks in Italy.

Upon fulfilment of the conditions precedent set forth in the binding agreements, the payment of the consideration for the equity investment will take place in cash at the closing. The division to be sold includes Innolva S.p.A. (and its subsidiaries Comas S.r.l. and Innolva Relazioni Investigative S.r.l. and the invested company Creditreform GPA Ticino S.A) - currently 75% owned by Tinexta and 25% owned by Intesa Sanpaolo - and ReValuta S.p.A. currently 95% owned by Tinexta and 5% owned by Cedacri, which holds a statutory preemption right. ForValue - a subsidiary of Innolva - will not be sold to CRIF and will remain within the Tinexta Group with the aim of continuing the strategic partnership with Intesa Sanpaolo. The equity investment in Wisee S.r.l. Società Benefit will also not be sold. be sold.

The sale of Tinexta's equity investment in Innolva is subject to certain conditions precedent, including the sale by Intesa Sanpaolo of 25% of Innolva to CRIF and additional conditions precedent customary for this type of transaction, including Golden Power authorisation. The agreement with CRIF also provides that prior to the closing of the Transaction, Innolva shall transfer ForValue to Tinexta or a company designated by Tinexta. Intesa Sanpaolo assessed favourably both the sale of its stake in Innolva and the continuation of its strategic partnership with the Tinexta Group possibly through investment in the company that will acquire ForValue.

18 Excluding Forvalue S.p.A. not included in the transaction scope (Revenues: €3.8 million, Adjusted EBITDA: €0.7 million).

19 EBITDA: is calculated as "Net profit from continuing operations" before "Taxes", "Net financial income (charges)", "Share of profit of equityaccounted investments", "Amortisation and depreciation", "Provisions" and "Impairment", or as "Revenues" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs". Adjusted EBITDA: is calculated as EBITDA before the cost relating to the Stock Option Plans and medium-term incentive plan reserved for the Group's key manager (both recognised under "Personnel costs") and before the nonrecurring components.

According to the agreements reached, the price for the sale of Innolva S.p.A. to CRIF will be equal to the Equity Value determined by the Enterprise Value of €187.5 million adjusted for the net financial position (contractually defined) at closing. The closing of the sale of Innolva is expected in the second half of 2022. Similarly, the sale of Tinexta's equity investment in ReValuta S.p.A. is subject to certain conditions precedent, including the sale of Innolva S.p.A. to CRIF, the failure to exercise the aforementioned right of pre-emption by the minority shareholder of ReValuta S.p.A., and certain additional conditions precedent customary for this type of transaction, including the Golden Power authorisation. The price for the sale of the equity investment in Revaluta S.p.A. to CRIF will be equal to the Equity Value determined by the Enterprise Value of €50 million adjusted for the net financial position (contractually defined) at closing. The closing of the sale of ReValuta is expected in the second half of 2022.

As discussed in Note 3. Presentation criteria and in consideration of the binding agreements described above, at 30 June 2022, the contribution to the consolidated values of the Credit Information & Management division, which includes the companies consolidated on a line-by-line basis: Innolva S.p.A., RE Valuta S.p.A., Comas S.r.l. and Innolva Relazioni Investigative S.r.l., and the company consolidated using the equity method Creditreform GPA Ticino S.A. is reported as Discontinued Operations pursuant to IFRS 5.\

The balance sheet values of the Credit Information & Management division at 30 June 2022 are reported in the items "Assets held for sale" and "Liabilities directly related to assets held for sale", while the division's income statement values for both the first half of 2022 and the comparative period are reclassified to "Profit (loss) from discontinued operations".

With regard to the presentation of intra-group transactions between Continuing and Discontinued Operations, the following approach was adopted:

  • the income statement items relating to Continuing Operations were reported without taking into account the derecognition of intercompany transactions with the Credit Information & Management division. Profit (loss) from discontinued operations also includes the effect of consolidation derecognitions of intercompany transactions with the Credit Information & Management division. The services charged-back by the Parent Company Tinexta S.p.A. as part of the management holding company activities were instead derecognised within the Continuing Operations.
  • the individual financial situation statement items relating to continuing operations and discontinued operations are both shown net of the derecognitions relating to intercompany transactions with the Credit Information & Management division.

Contribution of the Credit Information & Management division (Discontinued operations) to the net profit (loss) for the first half of 2022 compared to the first half of 2021, after derecognising intercompany transactions:

Six months ended 30 June
Amounts in thousands of Euro 2022 2021
Revenues 35,691 38,072
Operating costs 30,975 32,434
OPERATING PROFIT (LOSS) 4,716 5,638
Financial income 127 27
Financial charges 242 116
Net financial income (charges) -116 -89
Share of profit of equity-accounted investments, net of tax -29 1
PROFIT BEFORE TAX 4,571 5,550
Income taxes 1,301 -1,526
PROFIT (LOSS) FROM DISCONTINUED OPERATIONS 3,270 7,076

In the first half of the year, the total net profit of Discontinued Operations amounted to €3,270 thousand, and benefited from amortisation and depreciation on property, plant and equipment and tangible assets recognised until 31 May, the date from which the different presentation of the Credit Information & Management division's contribution begins. The decrease in Profit (Loss) from discontinued operations was affected by non-recurring income recognised in the first half of 2021 in the amount of €2,927 thousand, of which €3,087 thousand for realignment and tax relief of statutory/fiscal value differentials.

Balance sheet values of the Credit Information & Management division, recorded at the lower of carrying value and sales value, less related costs, reclassified to discontinued operations at 30 June 2022:

Amounts in thousands of Euro 30/06/2022
Property, plant and equipment 4,479
Intangible assets and goodwill 131,368
Investment property 687
Equity-accounted investments 43
Other equity investments 9
Non-current financial assets 50
Deferred tax assets 2,035
Non-current trade and other receivables 19
Non-current contract cost assets 794
Current financial assets 699
Current tax assets 33
Current trade and other receivables 15,951
Current contract assets 1,203
Cash and cash equivalents 2,974
Assets held for sale 160,345
Non-current provisions 1,331
Non-current employee benefits 2,604
Non-current financial liabilities 2,059
Deferred tax liabilities 3,741
Non-current deferred income 16
Current provisions 25
Current employee benefits 133
Current financial liabilities 1,569
Current trade and other payables 13,365
Current contract liabilities 5,364
Current deferred income 11
Current tax liabilities 27
Liabilities directly related to assets held for sale 30,244

Summary cash flows from discontinued operations for the first half of 2022 compared to the first half of 2021:

6-month period ended 30 June
Amounts in thousands of Euro 2022 2021
Net cash flow from operating activities related to Discontinued Operations 10,122 12,319
Net cash flow from investing activities related to Discontinued Operations -3,123 -3,469
Net cash flow from financing activities related to Discontinued Operations -6,631 -1,405
Net Cash Flow from Discontinued Operations 7,444

13. BUSINESS COMBINATIONS

BUSINESS COMBINATIONS FOR WHICH ACCOUNTING RECOGNITION HAS BEEN COMPLETED

Acquisition of Forvalue S.p.A.

On 21 July 2021, the Tinexta Group completed the closing of the transaction, which involved 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.p.A.'s share capital is therefore 75% held by Tinexta S.p.A., which retains the majority of corporate governance, and 25% by Intesa Sanpaolo S.p.A. The transaction aims to establish a single, integrated domestic hub for higher value-added services for SMEs. This is a strategic partnership that strengthens the Tinexta Group's mission to support Italian SMEs in their growth: through Forvalue's widespread network, which boasts a unique, distinctive and top quality positioning, Italian companies will have access to a wide and qualified platform of products and services to support their business. There are Put&Call option rights on the 25% stake held by Intesa Sanpaolo in the share capital of Innolva S.p.A., subject to the termination of the partnership and/or on some results with respect to the plan objectives, and exercisable in two time windows within the two-year period 2025-2026. The price of the Put option may be paid, at Tinexta's option: in cash, or through the assignment of existing or newly issued shares of Tinexta to Intesa. 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.

Forvalue S.p.A. has been consolidated on a line-by-line basis since 1 July 2021.

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

Amounts in thousands of Euro
Fair value Forvalue S.p.A transferred to Innolva S.p.A. 55,000
Total consideration transferred 55,000

The fair value of acquired assets and contingent liabilities was determined according to IFRS 3. The excess of the acquisition price over the fair value of net assets acquired was recognised as goodwill. The following is a summary of the amounts recognised with reference to the assets acquired and liabilities assumed at the acquisition date:

Amounts in thousands of Euro Book values Fair value
adjustments
Fair Value
Intangible assets 14,500 14,500
Current and deferred tax assets 37 37
Trade and other receivables 823 823
Contract assets 295 295
Cash and cash equivalents 3,280 3,280
Total assets acquired 4,435 14,500 18,935
Provisions 46 46
Current financial liabilities 1,950 1,950
Trade and other payables 786 786
Contract liabilities 699 699
Current and deferred tax liabilities 240 4,046 4,286
Total liabilities assumed 3,721 4,046 7,767
Net assets acquired 714 10,455 11,168

The recognition at fair value of the acquisition of Forvalue's assets and liabilities resulted in the recognition of an intangible asset for customer lists for an amount of €14,500 thousand, before taxes, which, according to the customer turnover rate, it is deemed may deplete its future useful life in a period of 11 years from the acquisition date.

Goodwill arising from the acquisition was recognised as shown in the following table:

Goodwill 43,832
Net assets acquired 11,168
Total consideration transferred 55,000
Amounts in thousands of Euro

Goodwill arising from the acquisition was allocated to the CGUs that at the acquisition date were expected to benefit from the synergies of the combination. Of the total €43,832 thousand: €16,785 thousand were allocated to the Forvalue, €17,814 thousand were allocated to the Warrant Hub CGU, €6,188 thousand were allocated to the Innolva CGU, €3,045 thousand were allocated to the Co.Mark CGU. Following the execution of binding agreements for the sale of the Credit Information & Management division and the application of IFRS 5, the goodwill allocated to the Innolva CGU was classified as Assets available for sale.

As established by IFRS 3, the values reported above, determined definitively, were reflected retrospectively at 31 December 2021, with the subsequent amendment and integration of the equity values included in the Consolidated Financial Statements for the year ended 31 December 2021.

Acquisition of Financial Consulting Lab S.r.l. and Financial CLab S.r.l.

On 14 October 2021, through the subsidiary Warrant Hub S.p.A., the closing was signed for the acquisition of 100% of Financial Consulting Lab S.r.l. and Financial CLab S.r.l. for a total value of €5,241 thousand . Both companies are based in Brescia. Financial Consulting Lab S.r.l. has a proven and consolidated expertise in the management of Chambers of Commerce and regional calls for tenders for small-sized businesses in the area of Special Subsidised Finance, while Financial CLab specialises in offering innovative digital tools for businesses that want to access public funds autonomously and independently.

An advance payment on the acquisition price equal to €3,669 thousand (corresponding to 70% of the total price) was made on the closing date. The residual 30% of the total price (equal to €1,572 thousand) will be paid 50% by 31 December 2022 and the remaining 50% by 31 December 2024. Interest conventionally agreed on the residual consideration accrues at an annual rate of 0.50%. The accessory charges to the acquisition amounted to €100 thousand and were fully recognised in 2021.

The two companies have been consolidated on a line-by-line basis since 1 October 2021. On 23 June 2022, the Deed of Merger by incorporation of Financial Consulting LAB S.r.l. and Financial CLAB S.r.l. into Warrant Hub S.p.A. was signed. The legal effects of the merger start from 30 June 2022, the accounting and tax effects are retroactive to 1 January 2022. The purpose of the merger is to achieve greater efficiency in terms of market placement and management integration, as well as to centralise the coordination of operations and, at the same time, optimise the structure for the benefit of long-term investments in profitable areas.

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

Amounts in thousands of Euro
Cash and cash equivalents paid 3,669
Price deferment 1,572
Total consideration transferred 5,241

The fair value of acquired assets and contingent liabilities was determined according to IFRS 3. The excess of the acquisition price over the fair value of net assets acquired was recognised as goodwill. The following is a

summary of the amounts recognised with reference to the assets acquired and liabilities assumed at the acquisition date:

Amounts in thousands of Euro Financial
Consulting Lab
book values
Financial Clab
book values
Book Value
Sum
Fair value
adjustments
Fair value
Property, plant and equipment 292 292 292
Intangible assets 1 1 3,409 3,410
Equity investments 13 13 13
Current and deferred tax assets 2 2 2
Trade and other receivables 349 0 349 349
Cash and cash equivalents 943 8 951 951
Total assets acquired 1,599 8 1,608 3,409 5,017
Employee benefits 74 3 77 77
Non-current financial liabilities 230 230 230
Current financial liabilities 43 43 43
Trade and other payables 261 13 274 274
Current and deferred tax liabilities 131 0 131 951 1,082
Total liabilities assumed 740 16 756 951 1,707
Net assets acquired 860 -8 852 2,458 3,310

The recognition at fair value of the acquisition of Financial Consulting Lab's assets and liabilities resulted in the recognition of an intangible asset for customer lists for an amount of €3,409 thousand, before taxes, which, according to the customer turnover rate, it is deemed may deplete its future useful life in a period of 10 years from the acquisition date.

Goodwill arising from the acquisition was recognised as shown in the following table and allocated to the Warrant Hub CGU:

Amounts in thousands of Euro
Total consideration transferred 5,241
Net assets acquired 3,310
Goodwill 1,932

As established by IFRS 3, the values reported above, determined definitively, were reflected retrospectively at 31 December 2021, with the subsequent amendment and integration of the equity values included in the Consolidated Financial Statements for the year ended 31 December 2021.

BUSINESS COMBINATIONS FOR WHICH ACCOUNTING RECOGNITION HAS NOT BEEN COMPLETED

Acquisition of CertEurope S.A.

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

The agreement provides for the purchase of 60% of the share capital of CertEurope for a total consideration of €46,204 thousand 20 , which includes a contingent consideration of €3,824 thousand based on the performance of the results for 2021 and 2022. At the date of these financial statements, the conditions for the accrual of the contingent consideration on the results of the 2021 financial year did not occur. Accessory charges to the acquisition amounted to €958 thousand, of which €38 thousand were recognised in the year 2022.

On the remaining 40% held by the selling shareholders, Put&Call option rights are provided that can be exercised after approval of the 2022 financial statements, at a price calculated on the basis of a multiple of CertEurope S.A.S.'s 2022 EBITDA (contractually defined), taking into account the NFP (contractually defined), estimated on the acquisition date at €35,479 thousand.

The Company is therefore consolidated on a line-by-line basis as of 1 November 2021.

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

Fair value of Put option on 40% 32,276
Contingent consideration on 60% Earn-Out 2023 1,455
Contingent consideration on 60% Earn-Out 2022 2,369
Cash and cash equivalents paid for 60% 42,381
Amounts in thousands of Euro

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:

Amounts in thousands of Euro Book values
Property, plant and equipment 688
Intangible assets 17
Equity investments 0
Non-current financial assets 1
Current and deferred tax assets 798
Inventories 285
Trade and other receivables 6,465
Contract assets 1,613
Current financial assets 2,756
Cash and cash equivalents 217
Total assets acquired 12,840
Provisions 25
Employee benefits 281
Non-current financial liabilities 409
Current financial liabilities 259
Trade and other payables 1,777
Contract liabilities 5,217
Current and deferred tax liabilities 55
Total liabilities assumed 8,024
Net assets acquired 4,816

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

Amounts in thousands of Euro
Total consideration transferred 78,481
Net assets acquired 4,816
Goodwill 73,665

20 The price paid at the closing of €42,411 thousand was adjusted by €31 thousand in 2022 based on the final net financial position at the closing date.

Acquisition of Evalue Innovación SL

On 18 January 2022, the Tinexta Group acquired a majority stake in the Spanish company Evalue Innovación SL ("Evalue"), through the company Warrant Hub S.p.A. Evalue has a widespread presence throughout Spain with offices in Valencia, Madrid, Barcelona, Seville and Murcia. The company offers support services for obtaining tax incentives for R&D and technological innovation projects and national and European subsidised finance services. The agreement marks a new stage in Tinexta's internationalisation process, in line with the announced strategic lines. Furthermore, the new acquisition strengthens the European vocation of Warrant Hub, already present in Belgium, France and Bulgaria, allowing it to exploit both commercial development potential – especially as regards opportunities linked to European finance – and industrial, starting a virtuous exchange of know-how and best practices.

The agreement provided for the purchase of 70% of Evalue'sshare capital for a total consideration of €20,405 thousand. The accessory charges to the acquisition amounted to €1,047 thousand and were fully recognised in 2022.

On the remaining 30% held by the selling shareholders, Put&Call option rights are provided that can be exercised after the approval of the 2023 financial statements on 15% and after the approval of the 2025 financial statements, at a price calculated on the basis of a multiple on Evalue's average EBITDA (contractually defined) for the years 2022 and 2023 and for the years 2024 and 2025, respectively, taking into account Evalue's Net Financial Position (contractually defined), estimated at the date of the acquisition at €16,345 thousand.

The Company has therefore been consolidated on a line-by-line basis as of 1 January 2022 and has contributed €4,276 thousand to Tinexta Group's first-half revenues and €1,207 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 33,435
Fair value of Put&Call options on 30% 13,030
Cash and cash equivalents paid for 70% 20,405
Amounts in thousands of Euro

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:

Amounts in thousands of Euro Book values
Property, plant and equipment 487
Intangible assets 4
Non-current financial assets 29
Trade and other receivables 3,213
Contract cost assets 485
Cash and cash equivalents 299
Total assets acquired 4,517
Provisions 53
Non-current financial liabilities 259
Current financial liabilities 528
Trade and other payables 910
Contract liabilities 1
Current and deferred tax liabilities 692
Total liabilities assumed 2,443
Net assets acquired 2,074

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

Goodwill 31,361
Net assets acquired 2,074
Total consideration transferred 33,435
Amounts in thousands of Euro

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

Amounts in thousands of Euro
Cash and cash equivalents paid for 60% -20,405
Cash and cash equivalents acquired at closing 299
Net cash flow deriving from consolidation -20,106

Acquisition of Enhancers S.p.A.

On 16 March 2022, Tinexta S.p.A. concluded the acquisition of Enhancers S.p.A. (Enhancers) through its subsidiary Warrant Hub S.p.A. The transaction shows a high degree of complementarity between Warrant Hub's Digital Manufacturing offering and Enhancers' expertise. In fact, the Warrant Innovation Lab structure, which currently operates in consultancy and project management activities in projects for the optimisation of digitisation processes, will be able to integrate its offer downstream with the development and implementation of the technological component. Enhancers, with offices in Turin and Bologna, combines design and planning activities, aimed at improving the user experience, with the creation of digital products and, in particular, the development of "task-oriented" digital systems (Digital Product Suite) and services aimed at manufacturing companies on products in the Internet of Things (IoT) and Human Machine Interface (HMI) fields.

The transaction provides for the acquisition of 100% of the shares of Enhancers against a consideration of €16,407 million, and the payment of an Earn Out calculated on the basis of 2024 results, currently estimated at €9,778 thousand.

The Company has been consolidated on a line-by-line basis since 1 April 2022 and contributed to Tinexta Group's the first half revenues for €1,313 thousand, and to the consolidated net profit for €291 thousand.

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

Cash and cash equivalents paid 16,407
Contingent consideration 7,729
Total consideration transferred 24,136

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:

Amounts in thousands of Euro Book values
Property, plant and equipment 225
Intangible assets 34
Non-current financial assets 14
Trade and other receivables 1,118
Contract assets 70
Current and deferred tax assets 1
Cash and cash equivalents 3,019
Total assets acquired 4,480
Employee benefits 99
Non-current financial liabilities 139
Current financial liabilities 58
Trade and other payables 896
Contract liabilities 17
Current and deferred tax liabilities 426
Total liabilities assumed 1,634
Net assets acquired 2,846

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

Amounts in thousands of Euro
Total consideration transferred 24,136
Net assets acquired 2,846
Goodwill 21,289

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

Amounts in thousands of Euro
Cash and cash equivalents paid -16,407
Cash and cash equivalents acquired at closing 3,019
Net cash flow deriving from consolidation -13,388

Acquisition of Sferabit S.r.l.

On 19 May 2022, through the subsidiary Visura S.p.A., the closing of Sferabit S.r.l. was signed. The company is based in Turin and has a proven and consolidated experience in providing management software for Professional Associations. The transaction will allow Visura, on the one hand, to acquire an important market share linked to the forensic field by consolidating its leadership in the Italian Bar sector and, on the other hand, to acquire the technological know-how of the Sfera solution and use the best practices also for the management software offered in other Professional Associations thanks to the product complementarity between the modules of the Sfera solution and the Visura solution.

The transaction provided for the acquisition of 100% of the shares of Sferabit for a consideration of €2,778 thousand and a non-interest-bearing price deferral of €700 thousand to be paid in three annual tranches. An EarnOut payment calculated on the basis of the 2023 results is currently estimated at €500 thousand.

The Company has been consolidated on a line-by-line basis since 1 May 2022 and contributed €184 thousand to Tinexta Group's first half revenues and €32 thousand to the consolidated net profit.

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

Amounts in thousands of Euro
Cash and cash equivalents paid 2,778
Price deferral (current value) 665
Contingent consideration 425
Total consideration transferred 3,868

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:

Amounts in thousands of Euro Book values
Property, plant and equipment 32
Non-current financial assets 1
Trade and other receivables 76
Contract assets 30
Current and deferred tax assets 5
Cash and cash equivalents 846
Total assets acquired 990
Provisions and employee benefits 5
Non-current financial liabilities 24
Current financial liabilities 5
Trade and other payables 65
Contract liabilities 429
Current and deferred tax liabilities 147
Total liabilities assumed 676
Net assets acquired 314

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

Goodwill 3,554
Net assets acquired 314
Total consideration transferred 3,868
Amounts in thousands of Euro

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

Amounts in thousands of Euro
Cash and cash equivalents paid -2,778
Cash and cash equivalents acquired at closing 846
Net cash flow deriving from consolidation -1,932

Acquisition of Nomeisa S.r.l.

On 7 April 2022, Queryo Advance S.r.l. finalised the acquisition of 100% of the capital of Nomesia S.r.l., a company specialising in the provision of digital marketing services based in Milan. The transaction was finalised with the aim of expanding the group synergies in relation to the digital marketing services offered. On 21 June 2022, the Deed of Merger by incorporation of Nomesia into Queryo Advance was signed. The merger becomes legally effective on 29 June 2022, with the accounting and tax effects being retroactive to 1 January 2022.

The transaction provided for the acquisition of 100% of the shares of Nomesia for a consideration of €1,030 thousand.

The Company is consolidated on a line-by-line basis as of 1 April 2022.

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

Amounts in thousands of Euro
Cash paid out 1,030
Total consideration transferred 1,030

Summary of book values recognised with reference to assets acquired and liabilities undertaken at the date of acquisition of the company:

Amounts in thousands of Euro Book values
Property, plant and equipment 7
Intangible assets 6
Non-current financial assets 5
Trade and other receivables 205
Cash and cash equivalents 112
Total assets acquired 335
Employee benefits 77
Current financial liabilities 17
Trade and other payables 201
Contract liabilities 10
Current and deferred tax liabilities 1
Total liabilities assumed 306
Net assets acquired 29

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

Goodwill 1,001
Net assets acquired 29
Total consideration transferred 1,030
Amounts in thousands of Euro

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

Amounts in thousands of Euro
Cash and cash equivalents paid -1,030
Cash and cash equivalents acquired at closing 112
Net cash flow deriving from consolidation -918

Information on the Statement of Financial Position

The items of the Consolidated Statement of Financial Position at 30 June 2022 are commented hereunder.

The comparative balances at 31 December 2021 were restated (as indicated in Note 13. Business Combinations) in relation to the completion in the second quarter of 2022 of the identification of the fair values of the assets and liabilities of Forvalue S.p.A fully consolidated as of 1 July 2021 and Financial Consulting LAB S.r.l. fully consolidated as of 1 October 2021.

Amounts in thousands of Euro 31/12/2021 Completion of
Forvalue
Business
Combination
Completion of
Financial
Consulting LAB
Business
Combination
31/12/2021
Restated
ASSETS
Property, plant and equipment 25,172 25,172
Intangible assets and goodwill 538,498 3,386 866 542,751
Investment property 698 698
Equity-accounted investments 6,630 6,630
Other equity investments 149 149
Other financial assets, excluding derivative financial instruments 736 736
Derivative financial instruments 112 112
Deferred tax assets 8,843 8,843
Trade and other receivables 3,516 3,516
Contract cost assets 6,669 6,669
NON-CURRENT ASSETS 591,022 3,386 866 595,274
Inventories 1,342 1,342
Other financial assets, excluding derivative financial instruments 4,144 4,144
Current tax assets 2,666 2,666
Trade and other receivables 119,470 119,470
Contract assets 16,880 16,880
Contract cost assets 469 469
Cash and cash equivalents 68,253 68,253
Assets held for sale 0 0
CURRENT ASSETS 213,224 0 0 213,224
TOTAL ASSETS 804,246 3,386 866 808,498
SHAREHOLDERS' EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -19,327 -19,327
Share premium reserve 55,439 55,439
Other reserves 113,347 -356 -61 112,929
Shareholders' equity attributable to the Group 196,665 -356 -61 196,247
Minority interests 46,986 -119 0 46,867
TOTAL SHAREHOLDERS' EQUITY 243,651 -475 -61 243,115
LIABILITIES
Provisions 3,857 3,857
Employee benefits 19,738 19,738
Financial liabilities, excluding derivative financial instruments 281,517 281,517
Derivative financial instruments 170 170
Deferred tax liabilities 30,234 3,862 927 35,023
Contract liabilities 17,423 17,423
Deferred income 125 125
NON-CURRENT LIABILITIES 353,063 3,862 927 357,852
Provisions 566 566
Employee benefits 88 88
Financial liabilities, excluding derivative financial instruments 54,118 54,118
Trade and other payables 89,689 89,689
Contract liabilities 57,102 57,102
Deferred income 2,409 2,409
Current tax liabilities 3,559 3,559
Liabilities held for sale 0 0
CURRENT LIABILITIES 207,531 0 0 207,531
TOTAL LIABILITIES 560,595 3,862 927 565,384
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 804,246 3,386 866 808,498

The statements of changes in the balance sheet items show:

  • the effect on the consolidated figures of changes in the scope of consolidation (of the provisionally estimated values of the acquired assets and liabilities of Evalue Innovación SL, Enhancers S.p.A., Sferabit S.r.l. and Nomesia S.r.l.). The contributions from these companies are shown below as a change in the scope of consolidation, as outlined in Note 13. Business Combinations.
  • the reclassification of the assets and liabilities attributable to the Credit Information & Management division to the items "Assets held for sale" and "Liabilities directly related to assets held for sale", respectively, with reference to the impact of the application of IFRS 5 following the execution of binding sale agreements, as outlined in Note 12. Discontinued Operations.

14. PROPERTY, PLANT AND EQUIPMENT

Amounts in thousands of Euro 31/12 2021 Invest ments Divestments Depreciation Reclassifica tions Change in Scope of Acquisitions Reclassifica tion of assets available for sale Revaluations Impairment Excha nge rate delta 30/06 2022 Land Cost 304 0 0 0 0 0 -304 0 0 0 0 Net value 304 0 0 0 0 0 -304 0 0 0 0 Leased land Cost 517 0 0 0 0 0 0 0 0 0 517 Net value 517 0 0 0 0 0 0 0 0 0 517 Buildings Cost 3,532 1 0 0 0 0 -2,897 0 0 0 637 Accumulated Depreciation -2,019 0 0 -29 0 0 1,721 0 0 0 -326 Net value 1,514 1 0 -29 0 0 -1,175 0 0 0 311 Leased buildings Cost 22,667 17,051 -467 0 0 584 -3,733 285 -580 0 35,807 Accumulated Depreciation -6,948 0 467 -2,147 0 0 1,744 0 0 0 -6,884 Net value 15,719 17,051 0 -2,147 0 584 -1,989 285 -580 0 28,923 Electronic machines Cost 23,478 1,354 -46 0 0 127 -593 0 0 3 24,324 Accumulated Depreciation -21,256 0 45 -918 0 -82 535 0 0 0 -21,677 Net value 2,221 1,354 0 -918 0 46 -58 0 0 3 2,647 Leased electronic machines Cost 692 0 0 0 0 0 0 0 0 692 Accumulated Depreciation -551 0 0 -116 0 0 0 0 0 -667 Net value 141 0 0 -116 0 0 0 0 0 0 25 Leasehold improvements Cost 2,812 78 -69 0 0 139 -745 0 -35 0 2,181 Accumulated Depreciation -2,157 0 69 -113 0 -65 553 0 0 0 -1,713 Net value 655 78 0 -113 0 74 -192 0 -35 0 467 Assets under construction and advances Cost 0 63 0 0 0 0 0 0 0 63 Net value 0 63 0 0 0 0 0 0 0 63 Other assets Cost 8,986 223 -352 0 0 144 -1,845 0 0 0 7,156 Accumulated Depreciation -7,542 0 351 -273 0 -78 1,490 0 0 0 -6,051 Net value 1,445 223 0 -273 0 65 -355 0 0 0 1,105 Other leased assets Cost 4,858 699 -364 0 0 0 -650 93 -36 0 4,600 Accumulated Depreciation -2,202 0 361 -742 0 0 245 0 0 0 -2,339 Net value 2,656 699 -3 -742 0 0 -406 93 -36 0 2,262 Property, plant and equipment 25,172 19,470 -4 -4,338 0 769 -4,479 378 -651 3 36,320 of which leased 19,032 17,751 -3 -3,005 0 584 -2,395 378 -616 0 31,726

Changes in investments in property, plant and equipment:

Investments during the year amounted to €19,470 thousand (of which €17,751 thousand for new lease agreements) against depreciation of €4,338 thousand (of which €3,005 thousand on lease agreements). Investments in new lease agreements include the execution of a new lease agreement for office use in Milan aimed at consolidating the Group's offices in the area. The property was handed over in May and the lease expires in May 2032. Work on the fit-out of the building is ongoing. At the delivery date, a right of use was recognised on the building in the amount of €15,245 thousand.

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.

Investments in Electronic machines totalling €1,354 thousand are attributable in the amount of approximately €1,067 thousand to the Digital Trust business unit and refer mainly to acquisitions of hardware and electronic devices required for the functioning of company data centres.

15. INTANGIBLE ASSETS AND GOODWILL

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

Amounts in
thousands of Euro
31/12
2021
Restated
Investments Divestments Amortisation Reclassifications Change in
Scope of
Acquisitions
Reclassification
Assets available
for sale
Allocations Exchange
rate
delta
30/06
2022
Goodwill
Original cost 386,294 -100,732 57,382 342,944
Net value 386,294 0 0 0 0 0 -100,732 57,382 0 342,944
Other intangible
assets with indefinite
useful life
Original cost 405 -376 29
Bad debts provision 0 0
Net value 405 0 0 0 0 0 -376 0 0 29
Software
Original cost 94,740 895 -147 0 1,607 343 -26,677 70,761
Accumulated
amortisation
-77,996 118 -3,602 0 -305 20,973 -60,812
Net value 16,744 895 -29 -3,602 1,607 38 -5,705 0 0 9,948
Concessions, licences,
trademarks and
similar rights
Original cost 297 4 6 -43 264
Accumulated -197 -7 -3 30 -177
amortisation
Net value 100 4 0 -7 0 4 -13 0 0 88
Other intangible
assets from
consolidation
Original cost
Accumulated
168,892 0 -31,972 136,920
amortisation -42,997 -6,124 16,359 -32,762
Net value 125,895 0 0 -6,124 0 0 -15,613 0 0 104,158
Assets in progress
and advances
Original cost 6,205 5,063 -1,607 -1,045 8,617
Net value 6,205 5,063 0 0 -1,607 0 -1,045 0 0 8,617
Databases
Original cost 23,361 2,383 -25,744 0
Accumulated
amortisation -16,256 -1,604 17,860 0
Net value 7,105 2,383 0 -1,604 0 0 -7,884 0 0 0
Other
Original cost 46 0 0 46
Accumulated -45 0 0 -45
amortisation
Net value 1 0 0 0 0 0 0 0 0 1
Intangible assets
with definite and 542,751 8,345 -29 -11,337 0 42 -131,368 57,382 0 465,783
indefinite useful life

Investments in the year amounted to €8,345 thousand against amortisation of €11,337 thousand.

Goodwill

At 30 June 2022, the item amounted to €342,944 thousand and can be broken down as follows by CGU/Operating segment:

Amounts in thousands of Euro
CGUs
Operating segments
30/06/2022 31/12/2021
Restated
Change
Goodwill Warrant (Innovation & Marketing Services) 107,739 55,088 52,651
Goodwill Co.Mark (Innovation & Marketing Services) 57,904 56,903 1,001
Goodwill of Forvalue (Innovation & Marketing Services) 16,785 0 16,785
Goodwill InfoCert (Digital Trust) 73,692 73,515 176
Goodwill Visura (Digital Trust) 28,745 25,191 3,554
Goodwill Tinexta Cyber (Cybersecurity) 58,080 58,080 0
Goodwill Innolva (Credit Information & Management) 0 112,939 -112,939
Goodwill RE Valuta (Credit Information & Management) 0 4,578 -4,578
Goodwill 342,944 386,294 -43,351

Following the execution of binding agreements for the sale, the goodwill allocated to the Innolva and RE Valuta CGUs was reclassified to Assets held for sale in the amount of €96,154 thousand and €4,578 thousand, respectively. Goodwill allocated to the Warrant CGU increased by €52,651 thousand due to the goodwill provisionally allocated from the acquisitions of Evalue Innovacion S.L. and Enhancers S.p.A. Goodwill allocated to the Visura CGU increased by €3,554 thousand due to goodwill provisionally allocated from the acquisition of Sferabit S.r.l. Co.Mark's goodwill increased due to the goodwill provisionally allocated from the Nomesia S.r.l. acquisition. In Note 13. Business Combinations details are given on the allocation of the listed goodwill.

Goodwill is periodically tested to determine the existence of any impairment. More specifically, given the changing macroeconomic environment and the related impact on rates, although in the absence of further trigger event indicators, it was deemed appropriate to update the WACC from that used for the Consolidated Financial Statements at 31 December 2021 (6.75% after tax for the Innovation & Marketing Services and Digital Trust CGUs and 6.80% after tax for the Cybersecurity CGU). The estimate for the Condensed Interim Consolidated Financial Statements at 30 June 2022 is for an after tax WACC of 7.92% for the Innovation & Marketing Services and Digital Trust CGUs and an after tax WACC 8.36% for the Cybersecurity CGU as depicted below:

  • Innovation & Marketing Services and Digital Trust: after tax WACC of 7.92%, estimated using a Capital Asset Pricing Model type of approach:
    • risk-free rate of 2.3%, equal to the gross average return of Italian ten-year BTPs;
    • market risk premium of 4.5%;
    • additional risk factor equal to 2.0%;
    • sector levered beta of 0.89 determined considering a list of comparable listed companies;
    • financial structure of the company set to 12.8%, considering the average of the D/E ratio recorded by comparable companies;
    • cost of debt applicable to the Group, equal to 6.0%.
  • Cybersecurity: WACC equal to 8.36% after tax, estimated with a Capital Asset Pricing Model approach, with the following change compared to the WACC of the other sectors:
    • sector levered beta of 1.06 determined considering a list of comparable listed companies;

• financial structure of the company set to 19.8%, considering the average of the D/E ratio recorded by comparable companies;

Given the sensitivity inherent in the Consolidated Financial Statements at 31 December 2021, shown below, which illustrates the WACC values that would make the recoverable value of each CGU equal to its carrying amount, it was not necessary to carry out impairment tests.

%
CGUs Operating WACC
segments
Goodwill Warrant (Innovation & Marketing Services) 29.25
Goodwill Co.Mark (Innovation & Marketing Services) 10.48
Goodwill Visura (Digital Trust) 30.71
Goodwill Tinexta Cyber ( Cybersecurity) 13.16

Intangible assets with definite useful life

Software

The item Software includes costs for the purchase of software licences used to provide services for the Digital Trust and Cybersecurity business units. Investments for the period, for a total of €895 thousand, in addition to €1,607 thousand in investments from previous years, €1,601 thousand attributable to the Digital Trust BU and €227 thousand to Cybersecurity, as well as investments in the Credit Information & Management BU for €499 thousand.

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:

Amounts in thousands of Euro 31/12/2021 Reclassification
of assets
CGU Operating segments Restated Amortisation
and depreciation
available for
sale
30/06/2022
Tinexta Cyber customer list (Cybersecurity) 57,298 -3,080 54,218
Warrant Hub customer list (Innovation & Marketing Services) 26,235 -1,075 25,160
Warrant Hub backlog (Innovation & Marketing Services) 479 -48 431
Forvalue Customer list (Innovation & Marketing Services) 13,841 -659 13,182
Co.Mark customer list (Innovation & Marketing Services) 11,429 -408 11,021
Innolva customer list (Credit Information & Management) 16,442 -829 -15,613 0
InfoCert customer list (Digital Trust) 171 -26 146
Other intangible assets from consolidation 125,895 -6,124 -15,613 104,158

Assets in progress and advances

Investments in assets under construction amounted to €5,063 thousand, of which €2,694 thousand in the Digital Trust BU and €940 thousand in the Cybersecurity BU. Significant investments were also made by the Parent Company Tinexta S.p.A. in the amount of €750 thousand, mainly related to the SAP S/4HANA migration project.

16. INVESTMENT PROPERTY

Changes in investment property:

Amounts in thousands of Euro 31/12/2021 Investments Divestments Amortisation Reclassification
of assets
available for
sale
30/06/2022
Buildings - investment property
Original cost 1,090 -1,090 0
Accumulated amortisation -392 -11 403 0
Net value 698 0 0 -11 -687 0
Investment property 698 0 0 -11 -687 0

Investment properties are attributable to the Credit Information & Management BU being divested.

17. EQUITY INVESTMENTS

Equity-accounted investments

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

Amounts in thousands of Euro %
ownership
31/12
2021
Increases
(Decreases)
in the Income
Statement
Acquisitions Reclassific
ation of
assets
available
for sale
Distributio
n of
dividends
Exchang
e rate
delta
30/06
2022
%
ownership
Authada GmbH 16.7% 2,821 -161 2,660 16.7%
FBS Next S.p.A. 30.0% 2,006 107 2,113 30.0%
Innovazione 2 Sagl 30.0% 396 31 -364 2 66 30.0%
Wisee S.r.l. Società Benefit 18.8% 488 -30 1,006 1,465 36.8%
Opera S.r.l. 20.0% 300 -2 298 20.0%
Studio Fieschi & Soci S.r.l. 20.0% 297 3 300 20.0%
Creditreform GPA Ticino S.A. 30.0% 73 -29 -43 -1 0 30.0%
Camerfirma Colombia S.A.S. 51.0% 166 0 0 10 177 51.0%
eTuitus S.r.l. 24.0% 69 30 99 24.0%
Digital Hub S.r.l. 30.0% 13 -9 4 30.0%
IDecys S.A.S. 30.0% 0 0 0 30.0%
Equity investments in associated
companies
6,630 -59 1,006 -43 -364 12 7,180

In the first half of 2022, the subsidiary Innolva S.p.A. completed the acquisition of an additional stake in the share capital of Wisee S.r.l. Società Benefit with the total payment of €1,000 thousand plus expenses for an additional 18% stake of the share capital, which led to a total of 36.8% of the company. The company is excluded from the scope of the sale.

Other equity investments

The item in question includes equity investments in other companies for €260 thousand (€149 thousand at 31 December 2021) and refers to minority interests in companies/consortia. The increase for the period is attributable to the subscription (and first payments of €120 thousand) by the Parent Company of a 5.19% stake in the Primo Digital mutual investment fund set up by Primo Ventures SGR S.p.A; the total commitment made by the Parent Company was €2.5 million.

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

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Other financial assets, excluding derivative financial instruments 1,920 736 1,185

The item includes mainly receivables for security deposits. The increase from the balance at 31 December 2021 is mainly attributable to the payment of security deposits on lease agreements.

19. DEFERRED TAX ASSETS AND LIABILITIES

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

Amounts in thousands of Euro 31/12/2021
Restated
Allocations
(Releases)
Income
statement
Allocations
(Releases)
Shareholders'
equity
Allocations
(Releases)
Comprehensive
income
statement
Change in
Scope -
Acquisitions
Reclassification
of assets
(liabilities)
available for
sale
30/06/2022
Deferred tax assets 8,844 6,018 -22 6 -2,035 12,811
Deferred tax liabilities 35,023 -1,721 1,135 439 -3,741 31,134
Net balance -26,179 7,739 0 -1,157 -433 1,706 -18,323

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.

Provisions to the income statement of Deferred tax assets of €6,018 thousand, of which €5,938 thousand related to Continuing Operations, were mainly due to the tax relief (pursuant to art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials for a total of €6,408 thousand. This option resulted also in the recognition of a substitute tax of €3,675 thousand under Income taxes in the Income Statement.

Releases to the IS of Deferred tax liabilities of €1,721 thousand, of which €1,495 thousand related to Continuing Operations, relate to the amortisation of the fair value of Other assets arising from the allocation of the excess cost paid in business combinations for €1,471 thousand.

20. 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.
Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Contract obtainment cost assets 903 2,011 -1,109
Contract fulfilment cost assets 5,228 4,657 571
Non-current contract cost assets 6,131 6,669 -538
Contract fulfilment cost assets 1,463 469 994
Current contract cost assets 1,463 469 994
Contract cost assets 7,594 7,138 456

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 €903 thousand at 30 June 2022 include commissions paid to agents to obtain contracts predominantly in the Innovation& Marketing Services sector. 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 2022 amounted to €838 thousand under Continuing operations and no impairment losses on the capitalised costs were recorded. The decrease for the period was affected by the reclassification to Assets available for sale in the amount of €794 thousand.

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 obtainment cost assets for the amount relating to first half 2022 equalled €1,635 thousand under Continuing operations, and no impairment losses on the capitalised costs were recorded.

21. CONTRACT ASSETS

Contract assets of €21,501 thousand at 30 June 2022 (€16,880 thousand at 31 December 2021) 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 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 €100 thousand, as well as the reclassification to Assets available for sale in the amount of €1,203 thousand.

22. TRADE AND OTHER RECEIVABLES

Trade and other receivables totalled €102,801 thousand (€122,986 thousand at 31 December 2021) and can be detailed as follows:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Trade receivables from customers 5 58 -53
Prepaid expense 1,673 2,697 -1,024
Other tax receivables 493 709 -216
Receivables from others 52 52 0
Non-current trade receivables and other receivables 2,223 3,516 -1,293
Trade receivables from customers 79,095 100,138 -21,044
Trade receivables from parent company 1 0 1
Trade receivables from associated companies 464 329 135
Current trade receivables 79,559 100,467 -20,908
Receivables from others 6,448 4,945 1,503
VAT credit 1,488 2,610 -1,122
Other tax receivables 2,805 2,431 375
Prepaid expense 10,277 9,016 1,261
Other current receivables 21,019 19,002 2,017
Current trade and other receivables 100,578 119,469 -18,891
of which from related parties 582 748 -167
Trade and other receivables 102,801 122,986 -20,184

Trade receivables from customers are shown net of the related bad debt provision of €7,003 thousand at 30 June 2022 (€7,014 thousand at 31 December 2021). The decrease in receivables was impacted by the reclassification to Assets available for sale in the amount of €15,971 thousand, partially offset 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 €4,611 thousand.

The following table provides a breakdown of current trade receivables from customers at 30 June 2022, grouped by maturity brackets, gross and net of the related bad debts provision:

Amounts in thousands of Euro 30/06/2022 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
Current trade receivables from customers 86,097 61,058 9,039 5,426 4,124 6,451
Bad debts provision 7,003 505 448 636 823 4,589
% Bad debts provision 8.1% 0.8% 5.0% 11.7% 20.0% 71.1%
Net value 79,095 60,553 8,590 4,790 3,301 1,861
Amounts in thousands of Euro 31/12/2021 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
Current trade receivables from customers 107,153 83,486 9,284 4,170 3,793 6,420
Bad debts provision 7,014 1,021 386 359 782 4,466
% Bad debts provision 6.5% 1.2% 4.2% 8.6% 20.6% 69.6%

Changes in Bad debts provision during the period:

Amounts in thousands of Euro
Bad debts provision at 31 December 2021 7,014
Allocations 1st half 2022 1,248
Uses 1st half 2022 -336
Change in scope of consolidation 429
Reclassification of assets available for sale -1,352
Bad debts provision at 30 June 2022 7,003

The balance of Receivables from others at 30 June 2022 included Receivables for operating grants on research and development projects whose residual balance is mainly attributable to advances to suppliers and agents.

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 2021) are among the entities to which the split payment rule applies pursuant to art. 17-ter of Italian Presidential Decree no. 633 of 26 October 1972. As a result, VAT is not paid to those suppliers (who are not professionals subject to withholding tax).

Other tax credits mainly include tax credits for Research and Development projects and, to a residual extent, for super-amortisation.

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.

23. INVENTORIES

Inventories at 30 June 2022 amounted to €1,149 thousand (€1,342 thousand at 31 December 2021) and can be broken down as follows:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Raw and ancillary materials and consumables 546 910 -364
Finished products and goods 603 432 171
Inventories 1,149 1,342 -193

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 €157 thousand; said provision did not change during the period. Inventories of finished products and goods are also primarily attributable to the Digital Trust sector and relate to inventories of ature readers, smart cards and business keys.

24. OTHER CURRENT FINANCIAL ASSETS, EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS

Other current financial assets amounted to €3,360 thousand at 30 June 2022 (€4,144 thousand at 31 December 2021). Other current financial assets reclassified to Assets available for sale amounted to €699 thousand.

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Financial receivables from associated companies 886 290 596
Capitalisation insurance contracts 2,051 2,469 -418
Other financial assets 422 1,384 -962
Other current financial assets 3,360 4,144 -784
of which from related parties 886 290 596

25. CURRENT TAX ASSETS AND LIABILITIES

At 30 June 2022, the Group recorded an overall net credit position for current taxes equal to €1,241 thousand (€893 thousand in payables at 31 December 2021) and can be detailed as follows:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Current tax assets 3,039 2,666 373
Current tax liabilities 1,799 3,559 -1,761
Net current tax assets (liabilities) 1,241 -893 2,134

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 (totalling €827 thousand) and payments (IRES, IRAP and foreign taxes) for the half-year.

26. DERIVATIVE FINANCIAL INSTRUMENTS

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

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Non-current financial assets for hedging derivatives 4,834 112 4,721
Current financial assets for hedging derivatives 7 0 7
Non-current financial liabilities for hedging derivatives 36 170 -134
Current financial liabilities for hedging derivatives 2 0 2
Assets (liabilities) for net hedging derivative financial instruments 4,803 -58 4,860

The current derivative financial instruments at 30 June 2022 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 31. Financial liabilities, excluding derivative financial instruments

Table illustrating the contract type, notional amount, hedged loan and fair value of current derivatives at 30 June 2022:

Amounts in thousands of Euro

Type Loan hedged Notional Maturity date Rate received Rate paid Fair value at
30/06/2022
Fair value
at
31/12/2021
IRS CA line A 2,286 30/06/2023 6-month Euribor1 0.600% 0 -20
IRS N/A N/A 30/06/2023 6-month Euribor 0.640% N/A -7
IRS BNL 8,333 18/07/2023 3-month Euribor -0.350% 38 N/A
IRS CA line C 7,500 31/12/2024 6-month Euribor -0.220% 158 -11
IRS CA line A 13,394 30/06/2025 6-month Euribor -0.146% 632 15
IRS N/A N/A 30/06/2025 6-month Euribor -0.155% N/A 3
IRS CA line B 6,667 30/06/2025 6-month Euribor -0.276% 185 8
IRS ISP Group 24,116 31/12/2025 6-month Euribor2 -0.163% 782 -9
IRS Unicredit 18,000 31/12/2025 6-month Euribor -0.008% 787 -9
IRS BPER 7,857 31/12/2027 6-month Euribor3 -0.182% 417 36
Total Interest Rate Swap hedging instruments 88,154 3,000 5

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 -1.40%

Amounts in thousands of Euro

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2022
Fair value at
31/12/2021
Capped Swap CA line A 2,500 30/06/2023 6-month
Euribor
1.500% -2 -4
Capped Swap BPS 2,222 30/06/2023 6-month
Euribor
1.500% 0 -3
Capped Swap UBI 5,000 29/05/2023 6-month
Euribor
0.500% 6 -6
Capped Swap ISP Group 6,762 30/06/2026 6-month
Euribor
0.600% 267 15
Capped Swap ISP Group 26,400 30/06/2026 6-month
Euribor
0.500% 947 37
Capped Swap BPM 10,000 31/12/2026 6-month
Euribor
0.500% 223 -22
Total Capped Swap hedging instruments1 52,884 1,442 17

1 the derivatives provide for a periodic 6-monthly premium

Amounts in thousands of Euro

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06/2022
Fair value at
31/12/2021
Floor BNL 17,800 31/12/2025 6-month Euribor -1.450% -36 -47
Total Floor Option hedging instruments1 17,800 -36 -47

1 the derivatives provide for a periodic 6-monthly premium

Amounts in thousands of Euro

Type Loan hedged Notional Maturity date Hedged rate Strike Fair value at
30/06//2022
Fair value at
31/12/2021
Collar ISP Group 7,521 31/12/2025 6-month Euribor 1.75%/-0.33% 66 -13
Collar BNL 17,800 31/12/2025 6-month Euribor 1.00%/-0.30% 331 -20
Total Collar Option hedging instruments 25,321 397 -32

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

27. CASH AND CASH EQUIVALENTS

Cash and cash equivalents at 30 June 2022 amounted to €79,058 thousand (€68,253thousand at 31 December 2021) and are composed as follows:

Amounts in thousands of Euro 30/06
2022
31/12
2021
Change
Bank and postal deposits 78,913 68,126 10,787
Cheques 2 0 2
Cash and cash equivalents 143 127 17
Cash and cash equivalents 79,058 68,253 10,805
Cash and cash equivalents directly related to operating assets available for sales 2,974 0 2,974
Cash and cash equivalents at 30 June of the Statement of Cash Flows 82,032 68,253 13,779

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.

28. SHAREHOLDERS' EQUITY

The approved, subscribed and paid-in share capital amounted to €47,207,120 at 30 June 2022 and consists of 47,207,120 ordinary shares.

At 30 June 2022, the Parent Company holds 1,200,247 treasury shares, equal to 2.543% of the Share Capital, for a total purchase value of €19,327 thousand.

Consolidated shareholders' equity at 30 June 2022 amounted to €314,407 thousand (€243,115 thousand at 31 December 2021) and can be detailed as follows:

Amounts in thousands of Euro 30/06/2022 31/12/2021
Restated
Change
Share capital 47,207 47,207 0
Treasury shares held -19,327 -19,327 0
Legal reserve 7,150 5,674 1,477
Share premium reserve 55,439 55,439 0
Stock Option reserve 4,204 3,056 1,148
Reserve from valuation of hedging derivatives 3,667 -21 3,689
Defined-benefit plans reserve -1,423 -1,487 64
Other reserves 145,373 67,806 77,568
Profit (loss) for the Group 15,015 37,903 -22,888
Total Group Shareholders' Equity 257,304 196,247 61,057
Share capital and reserves attributable to minority interests 55,519 45,663 9,856
Profit (loss) attributable to minority interests 1,584 1,204 380
Total Minority interests 57,103 46,867 10,236
Total Shareholders' Equity 314,407 243,115 71,293

Treasury shares held include the cost incurred for purchase of the treasury shares and related transaction costs.

The Stock Option reserve refers to the allocation recognised under Personnel costs(to which reference should be made for details) on the 2020-2022 Stock Option Plan and on the 2021-2023 Stock Option Plan.

The Reserve from valuation of hedging derivatives refers to the fair value measurement of hedging derivatives (referred to in Note 26. Derivative financial instruments).

The Defined-benefit plan reserve refers to the actuarial component of the Employee severance indemnity according to the requirements of IAS 19 (for further details, see Note 30. Employee benefits).

Other reserves include retained earnings from previous years. The significant increase in the item equal to €77,568 thousand mainly reflects:

  • an increase as a result of the allocation of the Group's net income for 2021 of €37,903 thousand, net of €1,477 thousand allocation to the legal reserve, dividends of €13,802 thousand resolved by the Parent Company Tinexta S.p.A. and dividends of €2,176 thousand distributed to minority shareholders holding Put options
  • an increase in income of €57,790 thousand arising from the dilution of the shareholding in InfoCert from 100% to 88.17% as a result of the cash payment relating to the entry of Bregal Milestone into the share capital of InfoCert S.p.A. following which the equity investment of Tinexta S.p.A. fell from 100% to 88.17%, although maintaining control;
  • a decrease in the negative adjustment of liabilities for the purchase of minority interests for €462 thousand;
  • a decrease in the consolidation loss due to the acquisition of minority interests in subsidiaries for €289 thousand.

29. PROVISIONS

Provisions, amounting to €3,752 thousand at 30 June 2022 (€4,423 thousand at 31 December 2021) are detailed as follows:

Amounts in thousands of Euro 31/12/2021 Provisions Uses Releases Change in
scope
Acquisitions
Reclassification of
liabilities directly
related to assets
available for sale
30/06/2022
Provision for pensions 1,290 73 -67 0 0 -1,114 182
Other non-current provisions 2,567 721 -38 -60 0 -216 2,973
Non-current provisions 3,857 794 -105 -60 0 -1,331 3,155
Provision for disputes with employees 200 0 0 0 53 -25 228
Other current provisions 366 0 0 0 3 0 369
Current provisions 566 0 0 0 56 -25 597
Provisions 4,423 794 -105 -60 56 -1,356 3,752

Provision for pensions relates 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 non-current provisions include allocations for litigations with customers, agents and tax authorities, where the risk of losing is considered to be likely.

Provision for disputes with employees includes allocations for disputes with current employees or with employees whose contracts were terminated at 30 June 2022. The amounts allocated for disputes with employees, net of releases, are recognised by nature under Personnel costs.

Other information

Following a personal data breach sustained by the subsidiary Visura S.p.A. in May 2019 that also affected InfoCert S.p.A., the Italian Data Protection Authority started an investigation requesting information and inspections at the companies' offices. During September 2021, the companies received a communication from the Italian Data Protection Authority with which it notified the conclusion of the investigation conducted by the same Authority following the personal data breach which occurred in May 2019. To the communication, carried out also pursuant to art. 166, paragraph 5 of Italian Legislative Decree 196/2003 as amended and supplemented ("Privacy Code") and art. 58, paragraph 1, letter d) of Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data ("GDPR"), the companies have given prompt and analytical feedback. At present there is no evidence of further requests or decisions, and, therefore, in light of the complex factual/legal situation, although it is not possible to exclude the imposition of sanctions, it is not possible to indicate with certainty whether they will be imposed or, if they were, to provide a reliable estimate.

30. EMPLOYEE BENEFITS

Employee benefits, amounting to €19,084 thousand at 30 June 2022 (€19,826 thousand at 31 December 2021), can be detailed as follows:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Employee severance indemnity 17,622 18,756 -1,133
Other non-current employee benefits 1,301 982 319
Non-current employee benefits 18,923 19,738 -815
Other current employee benefits 161 88 73
Current employee benefits 161 88 73
Employee benefits 19,084 19,826 -742

The decrease of €1,133 thousand in the item Employee severance indemnity reflects:

  • a decrease due to the reclassification of €2,260 thousand to Liabilities directly related to assets available for sale;
  • an increase due to the provisions for the period of €1,642 thousand;
  • a decrease due to uses for the period of €701 thousand;
  • an increase due to 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 €186 thousand.

The item Other employee benefits at 30 June 2022 includes the provision relating to medium- and long-term incentive schemes in favour of employees and directors of the Group.

31. 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:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Current portion of bank loans 50,978 39,268 11,710
Non-current portion of bank loans 142,326 165,631 -23,305
Other current bank payables 315 689 -375
Liabilities for the purchase of minority interests, current 33,649 1,140 32,510
Liabilities for the purchase of minority interests, non-current 75,748 96,395 -20,648
Liabilities for current contingent consideration 3,486 1,676 1,810
Liabilities for non-current contingent consideration 8,307 2,865 5,442
Current price deferment liabilities 2,037 1,266 771
Non-current price deferment liabilities 1,267 3,116 -1,848
Current lease liabilities 4,983 5,772 -789
Non-current lease liabilities 26,321 13,512 12,810
Current payables to other lenders 4,592 4,307 285
Non-current payables to other lenders 0 0 0
Current financial liabilities 100,040 54,118 45,922
of which to related parties 1,367 1,387 -20
Non-current financial liabilities 253,969 281,517 -27,549
of which to related parties 2,839 3,718 -879
Total financial liabilities 354,009 335,635 18,373

The Financial liabilities balance increased from €335,635 thousand at 31 December 2021 to €354,009 thousand at 30 June 2022. The increase of €18,373 thousand was attributable to the item Liabilities for the purchase of minority interests for €11,862 thousand mainly due to the effect of the Put options related to the acquisition of Evalue Innovacion SL and to the item Lease liabilities for €12,021 thousand due to the

signing of a new lease agreements. The execution of binding agreements for the sale of the Credit Information & Management division resulted in the reclassification of €3,628 thousand of financial liabilities under Liabilities directly related to Assets available for sale.

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 €15,226 thousand, of which €2,600 thousand for bank loans and €12,626 thousand for lease liabilities. The financial liabilities recognised in the Condensed Interim Consolidated Financial Statements at 30 June 2022 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
30/06/2022
Bank loans 50,978 42,387 45,634 44,806 6,900 2,600 193,305
Other current bank payables 315 315
Liabilities for the purchase of minority interests 33,649 58,114 10,546 7,088 109,397
Liabilities for contingent consideration 3,486 429 7,877 11,793
Price deferment liabilities 2,037 188 1,079 0 0 0 3,304
Lease liabilities 4,983 3,345 3,255 3,562 3,533 12,626 31,304
Liabilities to other lenders 4,592 0 4,592
Total financial liabilities 100,040 104,462 68,392 55,456 10,433 15,226 354,009

Bank loans

Breakdown of the Bank loans at 30 June 2022 showing the current and non-current portions of their book value, including the effects of measurement at amortised cost.

Bank loans
Amounts in thousands of Euro
Counterparty Rate Maturity
date
Nominal
amount
Book value Current
portion
Non
current
portion
UBI loan Former UBI Banca 6-month Euribor¹ + 1.20%
spread²
28/05/2023 5,000 4,979 4,979 0
BNL mini-mortgage loan BNL 3-month Euribor3 + 0.70%
spread
18/07/2023 8,333 8,332 6,666 1,667
BPS loan Banca Popolare di Sondrio 6-month Euribor¹ + 1.25%
spread²
31/12/2023 3,000 2,988 1,990 998
Credem loan Credem 6-month Euribor + 1.20%
spread
30/01/2024 1,606 1,604 1,008 596
CA line C loan Crédit Agricole 6-month Euribor + 1.20%
spread²
31/12/2024 7,500 7,463 2,978 4,485
CA line A loan Crédit Agricole 6-month Euribor + 1.05%
spread²
30/06/2025 18,180 17,678 2,484 15,194
CA line B loan Crédit Agricole 6-month Euribor + 1.05%
spread²
30/06/2025 6,667 6,629 2,202 4,426
ISP Group line A1 loan Intesa Sanpaolo Group 6-month Euribor + 0.9%
spread
30/06/2026 38,400 37,559 8,169 29,390
ISP Group line A2 loan Intesa Sanpaolo Group 6-month Euribor + 1.15%
spread
30/06/2026 26,400 26,163 2,332 23,830
BNL loan BNL 6-month Euribor + 1.45%
spread
31/12/2025 17,800 17,675 2,650 15,025
Mediobanca loan Mediobanca 6-month Euribor + 1.65%
spread²
11/11/2025 11,667 11,637 3,332 8,305
ICCREA-BCC loan ICCREA-BCC 6-month Euribor¹ + 1.00%
spread
15/12/2026 10,000 9,990 3,028 6,963
BPM loan Banco BPM 6-month Euribor + 1.20%
spread
31/12/2026 10,000 9,977 2,214 7,763
BPER loan BPER 6-month Euribor + 1.2%
spread²
31/12/2027 7,857 7,787 1,407 6,381
Unicredit loan Unicredit 6-month Euribor + 1.25%
spread
30/09/2027 18,000 17,957 3,286 14,672
Other minor loans Fixed rate 4,782 4,778 2,169 2,609
Other minor loans Variable rate 44 110 87 23
¹ Floor at 0 on 6-month Euribor 195,236 193,305 50,978 142,326

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

3Floor at -0.70% on 3-month Euribor

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 line for a total of €10 million 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 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 2022 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 semi-annual 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 2022 these parameters were found to have been respected. Based on the parameters indicated above, the 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 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. At 30 June, based on the parameters indicated above, the margin paid was 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, matures on 30 June 2025, includes repayment of principal in deferred semi-annual instalments starting from 31 December 2020 and interest settled at the floating 6 month Euribor rate plus a margin updated every year based on the ratio of NFP to EBITDA, defined contractually, as follows: NFP/EBITDA > 1.75 margin 110 bps; NFP/EBITDA ≤ 1.75 margin 105 bps. At 30 June, based on the parameters indicated above, the margin paid was 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 line are: maturity on 30 June 2025, repayment of principal in deferred semi-annual instalments and interest settled at the floating 6-month Euribor rate plus a margin updated every year based on the ratio of NFP to EBITDA, defined contractually, as follows: NFP/EBITDA > 1.75 margin 110 bps; NFP/EBITDA ≤ 1.75 margin 105 bps. At 30 June, based on the parameters indicated above, the margin paid was 105 bps. Part of the loan was granted to the subsidiary Innolva SpA and was fully repaid in advance on 30 June 2022 for €4,150 thousand plus accrued interest.

On the Crédit Agricole loans, the Company has 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 2022 these parameters were found to have been respected.

BNL loan for a total of €20 million, for which Tinexta S.p.A. signed the agreement on 20 December 2019. The loan was used in its entirety in 2020 to finance the 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 2022 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. Line A1, for a total of €50 million, matures on 30 June 2026 and envisages repayment of principal in deferred semi-annual instalments from 30 June 2021 and interest settled at the floating 6-month Euribor rate plus a margin of 90 bps. 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 2022 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 line A2 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 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 has committed to respect the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity below 2.0. At 30 June 2022 these parameters were found to have been respected. Based on the parameters indicated above, the margin paid was 165 bps.

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 has committed to respect the following financial limits: NFP/EBITDA less than 3.5 and NFP/Shareholders' Equity less than 2.0. As at 30 June 2022 these parameters were met.

The BPM Loan was signed 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. Starting from 31 December 2021, 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 2022 these parameters were found to have been respected.

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 agreement are as follows: maturity on 31 December 2027, repayment of semi-annual equal instalments of principal starting on 30 June 2021 and interest settled at the floating 6 month Euribor rate plus a margin updated every year based on the ratio of NFP to EBITDA, defined contractually, as follows: NFP/EBITDA > 1.75 margin 125 bps; NFP/EBITDA ≤ 1.75 margin 120 bps. 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 2022 these parameters were found to have been respected. Based on the parameters indicated above, the margin paid was 120 bps.

The Unicredit Loan was signed on 21 September 2021 for €18 million, the amount was fully disbursed on the same date. The main terms of the agreement are as follows: maturity on 30 September 2027, repayment of semi-annual equal instalments of principal starting from 30 September 2022 and interest settled at the floating 6-month Euribor rate (with a zero floor), plus a margin of 125 bps. 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 2022 these parameters were found to have been respected.

BNL Mini-mortgage loan

The BNL Mini-mortgage loan totalling €10 million, the contract for which was signed by Tinexta S.p.A. on 18 January 2022. The loan was used in full to finance the liquidity needs arising from group treasury operations as well as to partially support the acquisition of Evalue Innovacion SL. The interest rate applied is the 3-month Euribor rate with floor at -0.70%, increased by a spread of 70 bps and provides for the repayment of the principal in constant quarterly instalments starting on 18 April 2022 and expiring on 18 July 2023, the repayment of interest on a quarterly basis as from 18 April 2022. As of 30 June 2022 and for each half-year period of reference, the Group has committed to comply with the following financial limits on consolidated figures: NFP/EBITDA less than 3.5 and NFP/EBITDA below 2.0. At 30 June 2022, these parameters were met

Changes in Bank loans:

Amounts in Euro 31/12/2021 Disbursements Principal
payments
Interest
paid
Accrued
interest
Change in
scope of
consolidation
Acquisitions
Other
non
cash
flow
changes
30/06/2022
Bank loans 204,899 9,990 -23,489 -687 1,447 395 750 193,305

The disbursements for the period refer to the BNL Mini-mortgage loan, net of transaction costs incurred for the disbursement. Principal and interest payments disbursed include the voluntary early repayment made on the Crédit Agricole Loan Line A portion as shown above. Other no-cash-flow changes include the taking over of a loan recognised as a balancing entry in the reduction of Liabilities for the purchase of minority interests. Accrued interest includes €702 thousand of charges accrued by applying the effective interest criterion.

Other current bank payables

Other current bank payables amounted to €315 thousand at 30 June 2022 (€689 thousand at 31 December 2021) and mainly consisted of bank accrued expenses.

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 CertEurope S.A.S. (40%), Corvallis S.r.l. (30%), Yoroi S.r.l. (40%), Evalue Innovacion (30%), Queryo Advance S.r.l. (40%), Swascan S.r.l. (49%), 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 2022, the discount rate used is equal to the WACC, as defined in Note 15. Intangible assets and goodwill.

30/06/2022 31/12/2021
Amounts in thousands of Euro 30/06/2022 Current Non-current 31/12/2021 Current Non-current Change
CertEurope Put options 32,632 32,632 31,881 31,881 751
Corvallis Put options 23,496 23,496 24,862 24,862 -1,366
Yoroi Put options 19,705 19,705 19,563 19,563 141
Evalue Innovacion PUT Options 12,884 12,884 0 12,884
Queryo Advance Put options 10,518 10,518 10,029 10,029 489
Swascan Put options 9,116 9,116 9,051 9,051 65
Sixtema Put options 1,018 1,018 994 994 23
Trix Put options 28 28 15 15 13
PrivacyLab Put options 0 1,140 1,140 -1,140
Total liabilities for the purchase of minority
interests
109,397 33,649 75,748 97,535 1,140 96,395 11,862

During the first half of the year, a put option on 30% of PrivacyLab was exercised by minority shareholders for €1,170 thousand. Warrant Hub S.p.A. also exercised a call option on the remaining 10% held by the rest of minority shareholders for a total of €399 thousand, including accessory charges.

The changes in liabilities for the purchase of minority interests, subsequent to the first accounting of the business combination (for details, please refer to Note 13. Business combinations) to which they refer, are recognised in shareholders' equity: the overall effect of the change recognised during the half year is negative for €553 thousand.

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.

Amounts in thousands of Euro 30/06/2022 30/06/2022 31/12/2021 31/12/2021 Change
Current Non-current Current Non-current
Contingent consideration Enhancers 7,877 7,877 0 7,877
CertEurope contingent consideration 2,932 2,932 2,865 2,865 67
Contingent consideration Sferabit 429 429 0 0 429
Queryo Advance contingent consideration 494 494 988 988 -494
Contingent consideration Euroquality 60 60 688 688 -628
Total liabilities for contingent
consideration
11,793 3,486 8,307 4,540 1,676 2,865 7,252

The changes in contingent consideration, subsequent to the first accounting of the business combination (for details, please refer to Note 13. Business combinations) to which they refer, are recognised in the income statement under Financial income (charges): the overall effect of the change recognised during the year is negative for €783 thousand.

During the period, the payment of contingent consideration for a total of €1,685 thousand was recorded:

  • to the selling shareholders of Euroquality for €1,191 thousand;
  • to the selling shareholders of Queryo Advance for €494 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., Financial Consulting LAB (now merged into Warrant Hub S.p.A) and Sferabit S.r.l.

Changes in Price deferment liabilities:

Amounts in Euro 31/12/2021 Principal
payments
Interest
paid
Accrued
interest
Reclassification of
liabilities directly
related to Assets
available for sale
Other
non-cash
flow
changes
30/06/2022
Price deferment liabilities 4,382 -1,137 -41 23 -588 665 3,304

The price deferment granted by the selling shareholders of Sferabit S.r.l.is recognised in Other non-cash flow changes(for details, please refer to Note 13. Business combinations).

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
2021
New leases Principal
payments
Interest
paid
Accrued
interest
Change in scope
of consolidation
Acquisitions
Reclassificati
on of
liabilities
directly
related to
Assets
available for
sale
Other non
cash
flow changes
30/06
2022
Lease liabilities 19,284 17,145 -3,033 -151 242 584 -2,480 -286 31,304

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

With reference to New leasesin the first half of the year, a new office lease was signed in Milan to consolidate the offices in the area. The property was handed over in May and the lease expires in May 2032. At the delivery date, a right of use on the property of €15,245 thousand was recognised, including initial direct costs of €581 thousand and a Lease liability of €14,664 thousand.

Liabilities to other lenders

Liabilities to other lenders amounted to €4,592 thousand (€4,307 thousand at 31 December 2021). The item mainly includes:

  • €3,053 thousand prepaid by customers for the purchase of stamps and rights and not yet used at 30 June 2022 (€2,293 thousand at 31 December 2021);
  • €1,239 thousand of dividends payable to be paid: €1,068 thousand of Queryo Advance S.r.l. and €171 thousand of the parent company Tinexta SpA (€769 thousand at 31 December 2021);
  • €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 (unchanged from 31 December 2021).

32. CURRENT TRADE AND OTHER PAYABLES

The item Current trade and other payables totalled €78,280 thousand (€89,689 thousand at 31 December 2021) and can be detailed as follows:

Amounts in thousands of Euro 30/06/2022 31/12/2021 Change
Trade payables due to suppliers 39,274 47,183 -7,909
Trade payables to parent company 109 181 -72
Trade payables to associated companies 357 272 85
Trade payables 39,740 47,636 -7,896
Due to social security institutions 9,472 10,968 -1,497
VAT payable 6,728 6,024 705
Payable for withholding taxes to be paid 3,518 4,328 -810
Other tax liabilities 14 499 -486
Payables to employees 18,556 19,618 -1,063
Due to others 253 616 -363
Other current payables 38,540 42,053 -3,513
Current trade and other payables 78,280 89,689 -11,409
of which to related parties 471 458 13

The decrease in Trade and other payables was affected by the reclassification to Liabilities directly related to assets available for sale in the amount of €13,365 thousand, partially offset 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 €2,073 thousand.

Trade payables due to suppliers are summarised below by past due brackets:

Invoices received
Trade payables due to suppliers
Amounts in thousands of Euro
Balance 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 2022 39,274 16,761 22,513 15,158 5,008 1,490 521 336
31 December 2021 47,183 18,460 28,723 20,830 6,248 745 567 332

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.

33. 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 amounted to a total of €73,818 thousand (€74,525 thousand at 31 December 2021). Changes in the item:

Amounts in thousands of Euro 31/12/2021 Decreases
in
revenues
1st Half
2022
Increases Reclassifications Change in
Scope
Acquisitions
Reclassification
of liabilities
directly related
to Assets
available for
sale
30/06/2022
Non-current contract liabilities 17,423 0 4,993 -4,482 0 0 17,934
Current contract liabilities 57,102 -42,458 41,678 4,482 445 -5,364 55,884
Contract liabilities 74,525 -42,458 46,671 0 445 -5,364 73,818

34. DEFERRED INCOME

The item Deferred income totalled €1,395 thousand (€2,534 thousand at 31 December 2021) and includes primarily prepayment and deferrals for government grants.

Information on the Comprehensive Income Statement

Compared to the first half of 2021, the consolidated income statement data of the first half of 2022 include the balances of the first six-months of

  • Forvalue S.p.A. (Innovation & Marketing Services BU) consolidated as from 1 July 2021;
  • Financial Consulting Lab S.r.l. and Financial Consulting LAB now merged into Warrant Hub S.p.A. (Innovation & Marketing Services BU) consolidated as from 1 October 2021.
  • CertEurope S.A. (Digital Trust BU) consolidated as from 1 November 2021;
  • Evalue Innovación SL (Innovation & Marketing Services BU) consolidated as from 1 January 2022;
  • Enhancers S.p.A. (Innovation & Marketing Services BU) consolidated as from 1 April 2022;
  • Nomesia S.r.l. now merged into Queryo Advance S.r.l. (Innovation & Marketing Services BU) consolidated as from 1 April 2022;
  • Sferabit S.r.l. (Digital Trust BU) consolidated as from 1 May 2022;

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 (with the exception of: Financial Consulting LAB and Financial CLAB now merged into Warrant Hub S.p.A. and Nomesia S.r.l. now merged into Queryo Advance S.r.l.).

The comparative balances for the first half of 2021 have been restated as follows:

  • in connection with the completion in the fourth quarter of 2021 of the identification of the fair values of the assets and liabilities of Swascan S.r.l. consolidated on a line-by-line basis as from 1 October 2020, Euroquality S.A.S. consolidated on a line-by-line basis as from 31 December 2020 S.r.l., Corvallis S.r.l, Yoroi S.r.l. and Queryo Advance S.r.l. consolidated on a line-by-line basis as from 1 January 2021.
  • the balances attributable to the Credit Information & Management division are respectively reported or reclassified under "Profit (loss) from discontinued operations". For more information reference should be made to Note 12. Discounted Operations.
Amounts in thousands of Euro 1st Half
2021
Completion of
Swascan
Business
Combination
Completion of
Corvallis
Business
Combination
Completion of
Yoroi Business
Combination
Completion of
Queryo
Business
Combination
Completion of
Euroquality
Business
Combination
Reclassification
of
Discontinued
Operations
1st Half
2021
Restated
Revenues
Costs of raw materials
177,813
5,970
-38,072
12
139,741
5,982
Service costs 56,111 -14,639 41,473
Personnel costs 70,453 -10,287 60,165
Contract costs 4,050 -1,965 2,085
Other operating costs 958 -106 852
Amortisation and depreciation 12,754 377 1,369 1,334 556 48 -5,158 11,279
Provisions 444 0 444
Impairment 670 -290 380
Total Costs 151,410 377 1,369 1,334 556 48 -32,434 122,660
OPERATING PROFIT (LOSS) 26,403 -377 -1,369 -1,334 -556 -48 -5,638 17,081
Financial income 83 -27 55
Financial charges 1,877 -116 1,760
Net financial income (charges) -1,794 0 0 0 0 0 89 -1,705
Share of profit of equity-accounted investments, net
of tax
-180 -1 -181
PROFIT BEFORE TAX 24,429 -377 -1,369 -1,334 -556 -48 -5,550 15,195
Income taxes 3,787 -105 -382 -372 -150 -12 1,526 4,293
PROFIT (LOSS) FROM CONTINUING OPERATIONS 20,641 -272 -987 -962 -406 -36 -7,076 10,902
Profit (loss) from discontinued operations 0 7,076 7,076
NET PROFIT 20,641 -272 -987 -962 -406 -36 0 17,979
Profit for the period attributable to the Group 20,361 -272 -987 -962 -406 -36 17,698
Profit for the period attributable to minority interests 281 0 281

35. REVENUES

In the first half of 2022, Revenues totalled €168,001 thousand (€139,741 thousand in the first half of 2021). The growth compared to the first half of 2021 was 20.2% (€28,260 thousand), of which 12.3% (€17,135

thousand) was attributable to the change in the scope of consolidation and 8.0% (€11,125 thousand) to organic growth.

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021 Restated Change
Revenues from sales and services 164,516 137,246 27,271
Other revenues and income 3,485 2,496 989
Revenues 168,001 139,741 28,260
of which from related parties 173 96 76

Breakdown of revenues by business segment:

Amounts in thousands of
Euro
Six months ended 30
June
Digital Trust Cybersecurity Innovation &
Marketing Services
Other sectors
(Holding costs)
Total
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Segment revenues 76,858 63,618 36,768 34,623 55,364 41,664 1,479 1,044 170,469 140,949
Intra-segment revenues 173 60 811 182 135 30 1,348 936 2,468 1,207
Revenues from third
parties
76,685 63,558 35,957 34,441 55,229 41,634 131 109 168,001 139,741

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:

2022 2021 Restated
Amounts in thousands of Euros Innovation
&
Marketing
Services
Cybersecurity Total Digital
Trust
Innovation
&
Marketing
Services
Cybersecurity Total
Italy 64,208 46,951 34,118 145,277 59,959 38,414 33,266 131,639
EU 11,124 7,090 102 18,316 2,791 2,277 42 5,110
Outside the EU 519 44 360 923 233 60 204 497
Total by Geographic area 75,852 54,085 34,580 164,516 62,983 40,750 33,512 137,246
Digital Trust products 38,245 38,245 30,551 30,551
Digital Trust solutions 24,019 24,019 18,724 18,724
Data distribution platforms, software and telematics services 13,588 13,588 13,709 13,709
Marketing consultancy and internationalisation 13,879 13,879 9,558 9,558
Innovation consulting 21,122 21,122 17,932 17,932
Other innovation services 19,084 19,084 13,261 13,261
Cybersecurity consulting 34,580 34,580 33,512 33,512
Total per type of product/service 75,852 54,085 34,580 164,516 62,984 40,751 33,512 137,246

Other revenues and income

Amounts in thousands of Euro Six-month period closed at 30 June
2022 2021 Restated Change
Government grants 3,090 2,134 956
Capital gains on the sale of assets 4 17 -13
Other 390 345 46
Other revenues and income 3,485 2,496 989

Other revenues and income amounted to €3,485 thousand (€2,496 thousand in the first half of 2021).

36. COSTS OF RAW MATERIALS

In the first half of 2022, Costs of raw materials totalled €6,413 thousand (€5,982 thousand in the first half of 2021). The growth compared to the first half of 2021 was 7.2% (€431 thousand), of which 14.3% (€855 thousand) was attributable to the change in the scope of consolidation and 7.1% (€424 thousand) to the organic decrease.

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021
Restated
Change
Hardware, software 6,220 5,898 322
Change in inventories of raw and ancillary materials, consumables and goods 193 85 108
Costs of raw materials 6,413 5,982 431

37. SERVICE COSTS

In the first half of 2022, Service costs amounted to €53,658 thousand (€41,473 thousand in the first half of 2021). The increase compared to the first half of 2021 was 29.4% (€12,186 thousand), of which 12.3% (€5,120 thousand) was attributable to the change in the scope of consolidation and 17.0% (€7,066 thousand) to organic growth.

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021 Change
Restated
Technical services 23,265 20,998 2,267
IT structure costs 10,527 6,867 3,661
Specialist professional services 5,325 2,690 2,635
Outsourcing services 2,655 3,396 -740
Advertising, marketing and communication costs 2,345 1,717 628
Costs for agent network 2,080 443 1,637
Access to databases and commercial information 1,587 1,591 -4
Consultancy 1,583 1,146 437
Travel, assignments, and lodging expenses 1,451 651 800
Other costs of the commercial network 1,204 386 818
Property, plant and vehicle management costs 1,170 1,093 78
Utilities and telephone costs 930 685 245
Banking costs 582 545 36
Insurance 429 329 100
Rental costs excluding IFRS 16 407 276 131
Remuneration of the Board of Statutory Auditors and Supervisory Body 317 274 43
Independent auditors' fees for audit and other services 301 242 59
Other service costs 787 647 141
Capitalised service costs -3,289 -2,503 -787
Service costs 53,658 41,473 12,186
of which vs. related parties 1,459 765 693
of which non-recurring 2,846 770 2,077

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 €10,774 thousand to the Digital Trust BU (€10,089 thousand in the first half of 2021), €6,715 thousand to Innovation & Marketing Services (€5,855 thousand in the first half of 2021) and €5,776 thousand to the Cybersecurity segment (€5,054 thousand in the first half of 2021).

IT structure costs represent the costs incurred for the operation (including the software license fees, the housing/hosting services and the network and connectivity costs) and the maintenance of the IT equipment.

Non-recurring items are recognised for €2,092 thousand in Specialist professional services, €653 thousand in Consultancy, and €101 thousand in Other service costs, of which €2,754 thousand concerning acquisitionrelated charges for target companies.

Capitalised service costs refer for €1,519 thousand (€1,107 thousand in the first half of 2021) 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 revenues have not yet been recognised. The additional capitalised costs of €1,770 thousand (€1,396, thousand in the first half of 2022) refer to software development activities, particularly in Digital Trust and residually in Cybersecurity.

38. PERSONNEL COSTS

-

Personnel costs amounted to €71,750 thousand (€60,165 thousand in the first half of 2021). The increase compared to the first half of 2021 was 19.3% (€11,585 thousand), of which 7.8% (€4,694 thousand) was attributable to the change in the scope of consolidation and 11.5% (€6,890 thousand) to organic growth.

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021
Restated
Change
Wages and salaries 49,690 41,187 8,503
Social security contributions 15,121 12,362 2,759
Employee severance indemnity 3,247 2,420 827
Retirement incentives 132 0 132
Provisions for disputes with personnel 0 0 0
Provisions for stock options 1,167 777 390
Other personnel costs 1,991 1,636 355
Capitalised personnel costs -3,476 -1,437 -2,039
Directors' fees 3,346 2,800 546
Ongoing partnerships 532 420 112
Personnel costs 71,750 60,165 11,585
of which non-recurring 128 0 128

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 in Continuing operations, working in the Group, compared to the first half of 2021.

Table showing the number of employees at 30 June 2022, broken down between employees in Continuing Operations and Discontinued Operations, and the average number of employees in the first half of 2022 in Continuing Operations compared to the average number of employees in the first half of 2021:

Continuing operations Discontinued operations
Number of employees Total at
30/06/2022
30/06/2022 Average number in six
month period closed at 30
June
30/06/2022
2022 2021
Senior Management 96 84 71 57 12
Middle Management 350 305 309 240 45
Employees 2,117 1,806 1,834 1,441 311
Workers 13 13 0 0 0
Total 2,576 2,208 2,214 1,738 368

Capitalised personnel costs refer for €1,355 thousand (€541 thousand in the first half of 2021) 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, primarily relating to innovation consulting in Innovation & Marketing Services, for which the relative revenues have not yet been recognised. The additional capitalised costs of €2,121 thousand (€896 thousand in 2021) refer to software development activities in Digital Trust and Cybersecurity.

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 option-based incentive scheme known as the "2020- 2022 Stock Option Plan" (hereinafter also "Plan"), as approved by the Shareholders' Meeting on 28 April 2020. In particular, among the executive directors, key managers and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors 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≥ 80% and ≥ 100%, the option vesting will be proportionate. The Accrued options 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.

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%.

At 30 June 2022, 1,620,000 options had been allocated.

The accrued cost in the first half of 2022 for the aforementioned plan, under Personnel costs, was €640 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 option-based incentive 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, key managers 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 Accrued options 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 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/2021 section of the Company's web site (www.tinexta.com/assemblea-azionisti-2021), which will be updated in compliance with the provisions of art. 84-bis, paragraph 5 of the Issuers' Regulation.

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

At the grant date, 23 June 2021, the fair value for each option was equal to €12.000555. 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%.

On 5 October 2021 the Board of Directors of Tinexta S.p.A. resolved to grant a further 100,000 options at an exercise price set at €32.2852. The fair value for each option right was equal to €12.1476 using the same parameters of the assignment of 23 June 2021.

At 30 June 2022, 290,000 options had been allocated.

The accrued cost recognised in the first half of 2022 for the aforementioned plan, under Personnel costs, was €527 thousand.

39. 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 20. Contract cost assets). Contract costs amounted to €2,472 thousand (€2,085 thousand in the first half of 2021). The growth compared to the first half of 2021 was 18.6% (€387 thousand), of which 23.4% (€487 thousand) was attributable to the change in the scope of consolidation and 4.8% (€100 thousand) to the organic contraction.

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021
Restated
Change
Contract obtainment costs 838 469 368
Contract fulfilment costs 1,635 1,616 19
Contract costs 2,472 2,085 387

40. OTHER OPERATING COSTS

Other operating costs totalled €1,082 thousand (€852 thousand in the first half of 2021). The increase compared to the first half of 2021 was 27.0% (€230 thousand), of which 17.1% (€146 thousand) was attributable to the change in the scope of consolidation and 9.9% (€85 thousand) to organic growth. These costs refer to items of a residual nature, the most significant of which include: membership contributions, donations and gifts (€223 thousand) and various taxes and fees (€294 thousand).

41. AMORTISATION AND DEPRECIATION, PROVISIONS AND IMPAIRMENT

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

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021
Restated
Change
Depreciation of property, plant and equipment 3,916 3,637 278
of which leased 2,710 2,310 400
Amortisation of intangible assets 7,895 7,642 253
Amortisation and depreciation 11,810 11,279 531
Provisions 701 444 257
Impairment 1,068 380 688

Amortisation and depreciation in the first half of 2022 amounted to €11,810 thousand (€11,279 thousand in the first half of 2021), of which €3,916 thousand related to Property, Plant and Equipment (€2,710 thousand for rights of use) and €7,895 thousand related to Intangible Assets.

The nature of provisions for the period is indicated in Note 29. Provisions.

Impairment for the period (€1,068 thousand) refer to expected losses on trade receivables of €1,033 thousand and impairment of property, plant and equipment of €35 thousand.

42. NET FINANCIAL INCOME (CHARGES)

Net financial charges amounted to €2,552 thousand (€1,705 thousand in the first half of 2021).

Amounts in thousands of Euro Six-month period closed at 30 June
2022 2021
Restated
Change
Financial income 78 55 23
Financial charges 2,631 1,760 871
of which to related parties 34 26 7
Net financial income (charges) -2,552 -1,705 -848

Financial income

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021 Change
Restated
Exchange gains 30 31 0
Positive adjustment to financial instruments at fair value 14 12 2
Income on financial assets at amortised cost 5 1 4
Bank and postal interest 3 6 -2
Positive fair value adjustment of contingent consideration 0 2 -2
Other interest income 25 3 23
Other financial income 1 2 -1
Financial income 79 55 23

Financial charges

Amounts in thousands of Euro Six-month period closed at 30 June
2022 2021
Restated
Change
Negative fair value adjustment of contingent consideration 783 42 741
Interest expenses on bank loans 734 706 28
Amortised cost adjustment on bank loans 511 565 -54
Charges on hedging derivatives 263 226 37
Interest expenses on leases 213 112 101
Exchange losses 117 26 91
Other interest expenses 10 72 -63
Negative adjustment to financial instruments at fair value 0 0 0
Other financial charges 0 11 -11
Financial charges 2,631 1,760 871
of which to related parties 34 26 7

The increase in Financial charges was affected by the price adjustment on the Euroquality, Enhancers and CertEurope acquisitions recognised in Negative fair value adjustment contingent consideration.

The total financial charges in the period related to bank loans also include €511 thousand for expenses accrued by applying the effective interest criterion, and €263 thousand for Charges on hedging derivatives.

43. INCOME TAXES

Income taxes for the first half of 2022, amounting to €3,135 thousand, can be broken down as follows:

Six-month period closed at 30 June
Amounts in thousands of Euro 2022 2021
Restated
Change
IRES 4,279 5,494 -1,215
IRAP 1,431 1,309 122
Current foreign taxes 923 174 749
Deferred tax liabilities -1,495 -1,485 -10
Deferred tax assets -5,938 -497 -5,441
Income taxes for previous years 260 -742 1,002
Taxes other than the above 3,675 40 3,634
Income taxes 3,135 4,293 -1,158
of which non-recurring -3,240 -1,045 -2,195

Non-recurring income taxes include non-recurring income of €3,240 thousand referring:

  • For €2,733 thousand to the tax relief (pursuant to art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials. This option resulted in provisions of Deferred tax assets for €6,408 thousand, and the recognition and payment of a substitute tax of €3,675 thousand under the item Taxes other than the above.
  • for €507 thousand to the tax effect on the non-recurring components of the profit before tax.

Additional information

44. 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).

Basic earnings per share were determined as follows:

Six-month period closed at 30 June
2022 2021 Restated
Group Net Profit (thousands of Euro) 15,015 17,698
Weighted average number of outstanding Ordinary Shares 46,006,873 46,260,390
Basic earnings per Share (in Euro) 0.33 0.38

Basic earnings per share from continuing operations were determined as follows:

Six-month period closed at 30 June
2022 2021 Restated
Net profit from continuing operations attributable to the Group (thousands of Euro) 12,080 10,690
Weighted average number of outstanding Ordinary Shares 46,006,873 46,260,390
Basic earnings per share from continuing operations (in Euro) 0.26 0.23

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

and employees. The average fair value of shares in the period was used to calculate the average number of potential shares outstanding.

Diluted earnings per share were calculated as follows:

Six-month period closed at 30 June
2022 2021 Restated
Group Net Profit (thousands of Euro) 15,015 17,698
Weighted average number of diluted outstanding Ordinary Shares 47,049,647 47,139,143
Diluted earnings per share (in Euro) 0.32 0.38

Diluted earnings per share from continuing operations were determined as follows:

Six-month period closed at 30
June
2022 2021 Restated
Net profit from continuing operations attributable to the Group (thousands of Euro) 12,080 10,690
Weighted average number of diluted outstanding Ordinary Shares 47,049,647 47,139,143
Diluted earnings per share from continuing operations (in Euro) 0.26 0.23

45. 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 2022, with comparative figures at 31 December 2021:

30/06/2022
Amounts in thousands of
Euro
Non-current
financial
assets
Current
financial
assets
Current
trade and
other
receivables
Contract
assets
Cash and
cash
equivalents
Assets held
for sale
Non-current
financial
liabilities
Non-current
contract
liabilities
Current
financial
liabilities
Current
trade and
other
payables
Current
contract
liabilities
Parent Company 45 0 29 0 435 0 120 109 0
Associated companies 0 886 500 7 0 0 84 0 354 92
Other related parties 92 0 52 0 3,271 1,250 2,404 0 1,247 8 0
Total related parties 137 886 582 7 3,271 1,250 2,839 84 1,367 471 92
Total financial statements'
item
1,920 3,360 100,578 21,501 79,058 160,345 253,969 17,934 100,040 78,280 55,884
% Incidence on Total 7.1% 26.4% 0.6% 0.0% 4.1% 0.8% 1.1% 0.5% 1.4% 0.6% 0.2%
31/12/2021
Amounts in thousands of
Euro
Non-current
financial
assets
Current
financial
assets
Current
trade and
other
receivables
Contract
assets
Cash and
cash
equivalents
Assets held
for sale
Non-current
financial
liabilities
Non-current
contract
liabilities
Current
financial
liabilities
Current
trade and
other
payables
Current
contract
liabilities
Parent Company 38 0 21 0 484 0 147 181 0
Associated companies 0 290 329 1 0 0 48 0 272 85
Other related parties 0 0 398 0 3325 3233 0 1240 5 0
Total related parties 38 290 748 1 3,325 0 3,718 48 1,387 458 85
Total financial statements'
item
736 4,144 119,470 16,880 68,253 0 281,517 17,423 54,118 89,689 57,102
% Incidence on Total 5.1% 7.0% 0.6% 0.0% 4.9% 0.0% 1.3% 0.3% 2.6% 0.5% 0.1%

Cash and cash equivalents include Bank deposits of Forvalue S.p.A. with the Intesa Sanpaolo Group (minority shares in Innolva S.p.A. with significant influence in Forvalue S.p.A.)

Financial liabilities include the payable due to the ultimate parent Tecno Holding S.p.A. for property lease agreements already in existence on 31 December 2021 (€555 thousand) and to other related parties of the Group (€2,961 thousand). In addition, at 30 June 2022 liabilities include the payable for price deferments (€690 thousand) granted in previous years by shareholders selling their stakes, now considered other related parties, as strategic managers of the Group.

Table below summarises all economic transactions and the incidence on the associated items of the Income Statement in the first half of 2022 and the relative comparative balances in the first half of 2021:

six-month period ended 30 June 2022
Amounts in thousands of
Euro
Revenues Service costs Contract costs Other operating
costs
Financial
charges
Profit (loss) from
discontinued
operations
Parent Company 7 285 0 1 6 387
Associated companies 144 637 0 0 0
Other related parties 21 536 2 1 28
Total related parties 173 1,459 2 2 34 387
Total financial statements'
item
168,001 53,658 2,472 1,082 2,631 3,270
% Incidence on Total 0.1% 2.7% 0.1% 0.2% 1.3% 11.8%
Six-month period ended 30 June 2021 Restated
Amounts in thousands of
Euro
Revenues Service costs Contract costs Other operating
costs
Financial
charges
Profit (loss) from
discontinued
operations
Parent Company 0 259 0 0 5 -110
Associated companies 73 472 0 0 0 -153
Other related parties 23 35 0 1 21
Total related parties 96 765 0 1 26 -263
Total financial statements'
item
139,741 41,473 2,085 852 1,760 7,076
% Incidence on Total 0.1% 1.8% 0.0% 0.1% 1.5% -3.7%

Service costs to the parent company relate mainly to the service contracts in place for the offices used by the Parent Company, as well as for personnel seconded by the Parent Company. Financial charges to the parent company refer to the interest expense accrued on property lease agreements.

Services costs to other related parties refer to purchases made by Corvallis S.p.A. from the minority shareholder (or by companies related to them) and from Forvalue S.p.A. from the Intesa Sanpaolo Group.

Financial charges to related parties refer to interest expense on lease agreements and the price deferment mentioned above.

46. TOTAL FINANCIAL INDEBTEDNESS

Total financial indebtedness of the Group at 30 June 2022, compared with 31 December 2021, 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, was:

30/06/2022 of which vs.
related
parties
31/12/2021 of which vs.
related
parties
82,032 4,209 68,253 3,325
0 0
4,066 4,144
86,098 72,397
42,602 7,811
59,009 1,367 46,307 1,387
101,611 54,118
15,513 -18,279
251,230 2,839 281,575 3,718
0 0
0 0
251,230 281,575
266,743 263,296

Total financial indebtedness of the Group at 30 June 2022 includes -€46 thousand of Net financial indebtedness directly related to Assets held for sale.

47. KEY EVENTS SUBSEQUENT TO YEAR-END

On 5 July 2022, through the subsidiary Warrant Hub S.p.A., the closing was signed completing the acquisition of Plannet S.r.l., following the signing of 21 June 2022 (and already mentioned in the section Key events for the period).

On 28 July 2022, through the subsidiary Corvallis S.r.l., the closing of LAN&WAN Solutions S.r.l. was signed. The company is based in the province of Padua and has a proven and consolidated experience in the provision of technology solutions and professional services (system integrators), mainly aimed at manufacturing companies for the management and security of the corporate network, with interesting propositions on Network Security and IT Security. The transaction provided for the acquisition of 100% of the shares of LAN&WAN S.r.l against a consideration paid at the closing of €1.0 million and a price deferral of €0.3 million to be paid by 31 December 2025. An EarnOut payment, calculated on the basis of the 2024 results of the Cyber Cluster, currently estimated at €0.1 million, is expected.

On 28 July 2022, through the subsidiary Corvallis S.r.l., the closing was signed for the purchase of the business unit of the company Teknesi S.r.l., a provider of technology solutions and professional services to companies for risk/vulnerability management, Disaster& Recovery and Business Continuity, with operating office in Bologna. The purchase of the business unit provided for a consideration paid at closing of €0.7 million and a price deferral payable in two tranches of €1.1 million (to be paid 20% upon approval of the 2022 financial statements and 40% upon approval of the 2023 financial statements). The payment of an EarnOut, calculated on the basis of the Cyber Cluster 2024 results, is currently estimated at €0.1 million.

On 27 July 2022 in line with the agreements relating to the sale of the Credit Information & Management division on 30 May 2022, Innolva S.p.A. sold its 36.8% stake in Wisee S.r.l. Società Benefit to Tinexta S.p.A. The transaction is identifiable as "under common control", therefore it will have no accounting effects in the Tinexta Consolidated Financial Statements.

On 1 August 2022 in line with the agreements relating to the sale of the Credit Information & Management division on 30 May 2022, Innolva S.p.A. sold its 100% stake in Forvalue S.p.A. to Warrant Hub S.p.A. The transaction is identifiable as "under common control" and therefore will have no accounting effects on the Tinexta Consolidated Financial Statements.

On 3 August 2022, following its announcement to the market on 30 May 2022, Tinexta S.p.A. finalised the transfer of 75% of the share capital of Innolva S.p.A. to CRIF S.p.A. for a consideration of €170.1 million, paid partly in cash and partly by offsetting receivables. The total equity value of €226.8 million was based on an enterprise value of Innolva S.p.A. of €187.5 million, adjusted for the estimated net financial position at closing of €39.3 million. The sale of the equity investment in Innolva was finalised upon the fulfilment of all conditions precedent provided for in the relevant binding agreement, including the transfer to CRIF S.p.A. by Intesa Sanpaolo S.p.A. of the remaining 25% of the share capital of Innolva S.p.A. and the transfer of 100% of the share capital of Forvalue S.p.A. from Innolva S.p.A. to Warrant Hub S.p.A., a company wholly owned by Tinexta. In order to strengthen the strategic partnership currently existing between Tinexta and Intesa Sanpaolo S.p.A. by virtue of commercial agreements relating to the business of Forvalue S.p.A, Tinexta and Intesa Sanpaolo S.p.A. are negotiating a hypothetical entry of Intesa Sanpaolo S.p.A. in the share capital of Warrant Hub S.p.A. through an investment in the latter's capital of all or part of the proceeds deriving to Intesa Sanpaolo S.p.A. from the sale to CRIF S.p.A. of 25% of Innolva, through a capital increase.

Certification of the Condensed Interim Consolidated Financial Statements of Tinexta Group at 30 June 2022 pursuant to Art. 154 bis, paragraph 5 of the Legislative Decree No. 58/1998 (Testo Unico della Finanza)

    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 no. 58:
    2. the adequacy in relation to the characteristics and
    3. the effective application of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements at 30 June 2022, during the first half of 2022.
    1. In this regard it should be noted that the assessment of the adequacy and the effective application of the administrative and accounting procedures for the preparation of the condensed interim consolidated financial statements at 30 June 2022 have based on an internal control model defined consistently with the "Internal Control – Integrated Framework" issued by the" Committee of Sponsoring Organizations of the Treadway Commission" which represents a reference framework generally accepted internationally and that no significant aspects emerged from this assessment.
    1. It is also certified that:
    2. 3.1 The condensed interim consolidated financial statements of Tinexta Group at 30 June 2022:
      • 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, 4 August 2022

Pier Andrea Chevallard Nicola Di Liello

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

Report on revi ew of Condensed interim Consolidate d Fina ncial Stateme nts