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Tinexta Interim / Quarterly Report 2022

May 12, 2022

4493_ir_2022-05-12_f46d54bd-af8b-4bdc-87ba-01ec6c345b72.pdf

Interim / Quarterly Report

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INTERIM REPORT ON OPERATIONS 31/03/2022

This English version of Tinexta's Interim Report on Operations at 31/03/2022 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.

COMPANY DATA and COMPOSITION OF CORPORATE BODIES 1
SUMMARY OF GROUP RESULTS 2
INTERIM REPORT ON OPERATIONS 3
GROUP ACTIVITIES3
KEY EVENTS OF THE PERIOD7
DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS 8
SUMMARY OF RESULTS FOR THE FIRST QUARTER OF 20229
FINANCIAL POSITION OF THE GROUP 15
KEY EVENTS SUBSEQUENT TO THE END OF THE QUARTER18
BUSINESS OUTLOOK 20
TREASURY SHARE PURCHASE PROGRAMME20
2020-2022 STOCK OPTION PLAN21
2021-2023 STOCK OPTION PLAN21
MAIN RISKS AND UNCERTAINTIES22
TRANSACTIONS WITH RELATED PARTIES 22
INTERIM REPORT PREPARATION CRITERIA 22
SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA 22
FINANCIAL STATEMENTS25
Consolidated Financial Statements26
Consolidated Statement of Financial Position 26
Consolidated Statement of Profit or Loss and Other Comprehensive Income27
Consolidated Statement of Changes in Shareholders' Equity28
Consolidated Statement of Cash Flow29

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 Quarter 2022 1st quarter 20211 Change Change
%
Revenues 96,039 82,666 13,373 16.2%
EBITDA 16,208 16,351 -143 -0.9%
Adjusted EBITDA 19,197 16,994 2,203 13.0%
Operating profit 7,587 7,685 -98 -1.3%
Adjusted operating profit 13,307 11,422 1,885 16.5%
Net profit 4,339 5,491 -1,151 -21.0%
Adjusted net profit 8,581 7,326 1,255 17.1%
Free cash flow 24,574 24,783 -209 -0.8%
Summary financial data
(€ '000s)
31/03/2022 31/12/2021 Change % change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 319,239 243,651 75,588 31.0%
Net financial indebtedness 228,431 263,296 -34,865 -13.2%
Summary financial data % change
(€ '000s) 31/03/2022 31/03/20211 Change
Share capital 47,207 47,207 0 0.0%
Shareholders' equity 319,239 168,809 150,430 89.1%

1 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 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 operates in Italy and, to a lesser extent abroad, in a broad range of services: Digital Trust, Cybersecurity, Credit Information & Management and Innovation & Marketing Services. The Group has developed rapidly in recent years, due to both organic growth and acquisitions, aimed at expanding the portfolio of products/services and extending the offering to market sectors considered strategic and synergistic.

The Group operates through four Business Units (BUs):

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

For the purpose of carrying out activities as a manager of certified e-mail, electronic storage and ature, InfoCert is qualified as a Certification Authority and accredited by the AgID (Agenzia per l'Italia Digitale - Italian Digital Agency) of the Italian Presidency of the Council of Ministers. The ability to provide said IT solutions is reserved for entities that meet certain legal requirements, in terms of both assets and organic and technological infrastructure. InfoCert has also been accredited by AgID as a Qualified Trust Service Provider ("QTPS"), i.e. a Digital Identity manager, which can issue digital identities to citizens and businesses, managing in total security the authentication of clients.

Sixtema S.p.A., 80%-owned by InfoCert since April 2017, provides IT and management services to companies, entities, associations and institutions, with a particular focus on the world of the CNA - Confederazione Nazionale dell'Artigianato (National Confederation of Artisans). It has its own data centre through which it provides software services in ASP and/or SaaS mode. Moreover, as service provider, it provides an integrated technological infrastructure service. Its offer includes software solutions to comply with all tax obligations, employment legislation and other regulations in general. AC Camerfirma S.A. (hereinafter also "Camerfirma"), 51%-owned by InfoCert since May 2018, operating in Spain in the Digital Trust sector and present in the South American market as well (Camerfirma Perù S.A.C. and Camerfirma Colombia S.A.S.), offers mainly digital certification services. It has launched the marketing of 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 offers also IT products and services to professional associations such as telematic certificates, Quadra (electronic filing of documents and management of civil proceedings), electronic filing of practices and financial statements, and CAF Facile (the filing of 730 tax returns and ISEE). It manages around 450 thousand customer records including professionals, professional firms, public administrations, professional associations and companies.

In November 2021, the purchase by Inforcert S.p.A. of CertEurope S.A.S. was finalised. 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.

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

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

Swascan S.r.l. is an innovative Italian Cybersecurity 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 Credit Information & Management BU provides standard and value-added services mainly aimed at supporting processes for the granting, assessment and recovery of credit in both the banking and business sectors.

In relation to Credit Information & Management, the Group operates through Innolva S.p.A. and RE Valuta S.p.A. Innolva S.p.A. (created from the merger of Assicom S.p.A. and Ribes S.p.A. in 2017, and which in 2020 merged by incorporation with Promozioni Servizi S.r.l.) and its subsidiaries Comas S.r.l. and Innolva Relazioni Investigative S.r.l. offer a complete range of information services to support decision-making processes for the granting, assessment and recovery of credit, along with credit management and business information services. The aim is to support banks and SMEs at every stage of the credit management and recovery cycle. Since 2018, Innolva has controlled Comas (which in 2020 merged Webber S.r.l. by incorporation) established in 1976 and predominantly active in the resale, through the internet, of business information such as filings with Chambers of Commerce, cadastral property registries, the Driver and Vehicle Licensing Agency and the Registry Office, court certificates, reports on natural and legal persons and other information services. Forvalue S.p.A., acquired in July 2021, offers services and products through a network of partners to support business innovation, growth and the efficiency of management processes.

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

  1. The Innovation & Marketing Services BU operates in the market through Co.Mark S.p.A. (acquired in 2016) and its subsidiaries and Warrant Hub S.p.A. and its subsidiaries acquired in November 2017. Through a team of TES® (Temporary Export Specialists®), Co.Mark provides value-added services aimed at supporting small and medium-sized companies or networks of companies in their internationalisation, in the search for customers and in creating business opportunities in Italy and abroad. In July 2015, Co.Mark TES was established in Barcelona with the objective of developing the

innovative export model to support Spanish SMEs, which operate in a market very similar to the Italian one. On 28 January 2021, Co.Mark S.p.A. completed the acquisition of control of Queryo Advance S.r.l. (Queryo), a Digital Agency founded in 2014, which offers mainly services for the design and management of Digital ADV, SEM (Search Engine Marketing) - SEA (Search Engine Advertising) and SEO (Search Engine Optimization), Social Media Marketing, Remarketing and advanced Web Analytics campaigns, with a distinctly Data Driven and performance-oriented vision.

Warrant Hub and its subsidiaries offer mainly consulting services to companies that invest in productivity and innovation/R&D to obtain subsidised and integrated loans primarily from the Italian Ministry of Economic Development and the Regions, as well as the tools provided by the National Industry Plan 4.0. BeWarrant and the European Funding Division of Warrant Hub support European projects for research, development or innovation, facilitating access to the European co-financing through dedicated programmes such as Horizon 2020 (in the future Horizon Europe), Life, SME Instruments and Fast Track to Innovation. Warrant Hub offers specific support to companies in managing relations with banks and in analysing company ratings in order to identify the most critical variables on which to implement actions to improve the company in view of Basel 2. Warrant Innovation Lab focuses on promoting the sharing of knowledge, ideas, products, technologies and methodologies among companies, universities and research centres, in order to systematically generate and support industrial innovation. Privacy Lab, acquired in January 2020, operates in the sale of licenses, consulting, training and tools for managing GDPR compliance. On 11 November 2020, Warrant Hub S.p.A. finalised the acquisition of Euroquality SAS, based in Paris, and its affiliate Europroject OOD ("Europroject"), based in Sofia (Bulgaria), consulting companies specialised in supporting their own customers in accessing European funds for innovation.

In January 2022, the Tinexta Group, through its subsidiary Warrant Hub S.p.A, acquired the majority of the Spanish company Evalue Innovatión SL ("Evalue"), leader in consulting to companies for subsidized 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.

Structure of the Tinexta Group, including only controlling interests held, as at 31 March 2022:2

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

2 Enhancers S.p.A. will be consolidated in the Tinexta Group starting from 1 April 2022

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 the first quarter of 2022 is provided as follows:

    1. On 18 January 2022, the Tinexta Group acquired the majority of the Spanish company Evalue Innovación SL ("Evalue"), through the company Warrant Hub S.p.A., leader in consulting to companies for subsidised finance operations in support of 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 provided for the payment of a consideration at closing of €16.5 million, which was paid with the Group's existing liquidity, plus an extension of €4.1 million of Euro to be paid within the terms established contractually 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.
    1. 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. 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 drops to 88.17%. Bregal Milestone is an important European private equity fund, with specific know-how 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).
    1. 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 provided for the acquisition of 100% of the shares of Enhancers against a consideration of €16.4 million, paid with 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. will be consolidated in the Tinexta Group starting from 1 April 2022.

DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS

Tinexta management evaluates the performance of the Group and of the business segments also on the basis of a number of indicators not envisaged by the IFRS. With regard to said indicators, on 3 December 2015, CONSOB issued Communication no. 0092543/15, authorising application of the Guidelines issued on 5 October 2015 by the European Securities and Markets Authority (ESMA/2015/1415), regarding their presentation in the regulated information disclosed or in the statements published starting from 3 July 2016. These guidelines are intended to promote the usefulness and transparency of the alternative performance indicators included in the regulated information or in the statements falling within the scope of application of Directive 2003/71/EC, in order to improve their comparability, reliability and comprehensibility, when such indicators are not defined or envisaged by the financial reporting framework. The criteria used to calculate these indicators are provided below, in line with the aforementioned communications.

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

Adjusted EBITDA: is calculated as EBITDA before the cost relating to the Stock Option Plans and 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: is calculated as "Net 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, before the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, and before the adjustment of liabilities for contingent considerations related to the acquisitions, net of the related tax effects. This indicator reflects the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operation of its 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 3 ", "Current financial liabilities", "Derivative financial instruments payable" and "Non-current financial liabilities".

Total adjusted financial indebtedness: is calculated by adding to the Total financial indebtednessthe amount of "Other non-current financial assets" and "Non-current derivative financial instruments receivable"4 .

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

Net non-current assets: this is the algebraic sum of:

• "Property, plant and equipment";

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

4 Limited to derivative instruments used for non-hedging purposes on financial liabilities

  • "Intangible assets and goodwill";
  • "Investment property";
  • "Equity-accounted investments";
  • "Other investments";
  • "Non-current financial assets"5

Net working capital: this is the algebraic sum of:

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

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

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

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

SUMMARY OF RESULTS FOR THE FIRST QUARTER OF 2022

The Group closed the first quarter of 2022 with Revenues of €96,039 thousand. EBITDA amounted to €16,208 thousand, equal to 16.9% of Revenues. Operating profit and net profit amounted to €7,587 thousand and €4,339 thousand, respectively, representing 7.9% and 4.5% of revenues.

Condensed Consolidated Income
Statement
(Amounts in thousands of Euro)
1st Quarter
2022
% 1st quarter
20216
% Change % change
Revenues 96,039 100.0% 82,666 100.0% 13,373 16.2%
Adjusted EBITDA 19,197 20.0% 16,994 20.6% 2,203 13.0%
EBITDA 16,208 16.9% 16,351 19.8% -143 -0.9%
Operating profit 7,587 7.9% 7,685 9.3% -98 -1.3%
Net profit 4,339 4.5% 5,491 6.6% -1,151 -21.0%

Revenues increased by €13,373 thousand compared to the first quarter of 2021 (16.2%), and EBITDA decreased by €143 thousand (0.9%), Operating profit (loss) was down by €98 thousand (1.3%), as was Net profit by €1,151 thousand (21.0%).

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) and Evalue Innovación SL (consolidated from 1 January 2022). The contributions from these companies are shown below as a change in the scope of consolidation.

5 With the exception of derivative instruments used for non-hedging purposes on financial liabilities 6

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 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.

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

Consolidated Income Statement
(Amounts in thousands of Euro)
1st quarter
2022
% 1st quarter
2021
% Change % change
Revenues 96,039 100.0% 82,666 100.0% 13,373 16.2%
Total Operating Costs* 76,841 80.0% 65,672 79.4% 11,169 17.0%
Costs of raw materials 3,206 3.3% 3,168 3.8% 38 1.2%
Service costs 30,409 31.7% 26,337 31.9% 4,072 15.5%
Personnel costs* 40,183 41.8% 33,860 41.0% 6,323 18.7%
Contract costs 2,510 2.6% 1,896 2.3% 613 32.3%
Other operating costs 534 0.6% 411 0.5% 123 30.0%
Adjusted EBITDA 19,197 20.0% 16,994 20.6% 2,203 13.0%
Stock Option cost** 840 0.9% 426 0.5% 414 97.2%
Non-recurring components 2,149 2.2% 217 0.3% 1,932 890.9%
EBITDA 16,208 16.9% 16,351 19.8% -143 -0.9%
Amortisation and depreciation 7,701 8.0% 8,095 9.8% -394 -4.9%
Provisions 430 0.4% 333 0.4% 97 29.2%
Impairment 490 0.5% 238 0.3% 252 106.0%
Operating profit 7,587 7.9% 7,685 9.3% -98 -1.3%
Financial income 15 0.0% 55 0.1% -41 -73.2%
Financial charges 971 1.0% 918 1.1% 53 5.8%
Net financial charges 956 1.0% 863 1.0% 94 10.8%
Profit of equity-accounted investments -88 -0.1% 0 0.0% -88 26884.7%
Profit before tax 6,543 6.8% 6,822 8.3% -280 -4.1%
Income taxes 2,204 2.3% 1,332 1.6% 872 65.5%
Net profit 4,339 4.5% 5,491 6.6% -1,151 -21.0%
of which minority interests 792 0.8% 127 0.2% 664 522.1%

* 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 €82,666 thousand in the first quarter of 2021 to €96,039 thousand in the first quarter of 2022, with a growth of €13,373 thousand or 16.2%. The increase in Revenues attributable to the change in the scope of consolidation was 9.2% (€7,566 thousand), while organic growth was 7.0% (€5,807 thousand).

Operating costs increased from €65,672 thousand in the first quarter of 2021 to €76,841 thousand in the first quarter of 2022, an increase of €11,169 thousand (17.0%). The increase in Operating costs attributable to the change in the scope of consolidation was 7.7% (€5,086 thousand), while the remaining 9.3% is due to organic growth (€6,084 thousand).

Adjusted EBITDA rose from €16,994 thousand in the first half of 2021 to €19,197 thousand in the first half of 2022, with an increase of €2,203 thousand, or 13.0%. The increase in adjusted EBITDA attributable to the change in the scope of consolidation was 14.6% (€2,480 thousand), while the organic decrease was 1.6% (€277 thousand).

EBITDA moved from €16,351 thousand in the first quarter of 2021 to €16,208 thousand in the first quarter of 2022, with a decrease of €143 thousand, or 0.9%. The increase in EBITDA attributable to the change in the scope of consolidation was 15.2% (€2,480 thousand), while the organic decrease was 16.0% (€2,623 thousand),

The item Amortisation, write-downs and provisions for a total of €8,621 thousand (€8,666 thousand in the first quarter of 2021) includes €2,730 thousand of amortisation of Other intangible assets that emerged during the allocation of the price paid in the Business Combinations (€3,094 thousand of the first quarter of 2021), mainly of the Cybersecurity, of 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). The lower depreciation is partially offset by higher write- downs (+€252 thousand) and higher Provisions for risks (+€97 thousand).

Net financial charges in the first quarter of 2022 amounted to €956 thousand (€863 thousand in the first quarter of 2021). The increase in net financial charges is affected by higher charges for the adjustment of potential payments linked to the acquisitions for €73 thousand.

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €2,204 thousand (€1,332 thousand in the first quarter of 2021). The tax rate is 33.7%. The tax rate for the first quarter of 2021 was 19.5% due to non-recurring tax income of €914 thousand.

Net profit for the first quarter of 2022 amounted to €4,339 thousand (of which €792 thousand from minority interests) compared to €5,491 thousand in the first 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 the related tax effects. 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 Quarter
2022
% 1st quarter
2021
% Change % change
Revenues 96,039 100.0% 82,666 100.0% 13,373 16.2%
Adjusted EBITDA 19,197 20.0% 16,994 20.6% 2,203 13.0%
Adjusted operating profit 13,307 13.9% 11,422 13.8% 1,885 16.5%
Adjusted net profit 8,581 8.9% 7,326 8.9% 1,255 17.1%

Compared to the first quarter 2021, the adjusted results showed an increase in EBITDA of 13.0%, in Operating profit of 16.5% and in Net profit of 17.1%.

Non-recurring components

Over the course of the first quarter of 2022, Non-recurring operating costs of €2,149 thousand were recognised, of which €2,049 for acquisitions of target companies. Non-recurring taxes include non-recurring income overall of €558 thousand, relating to the tax effect on non-recurring components of the pre-tax result.

In the first quarter of 2021, Non-recurring operating costs €217 thousand were recorded and income under Non-recurring taxes amounted to €923 thousand.

Stock Option cost

The costs recognised in the period, amounting to €840 thousand, refer to the 2020-2022 Stock Option Plan as detailed in paragraph 2020-2022 Stock Option Plan for €434 thousand and to the 2021-2023 Stock Option Plan as detailed in the paragraph 2021-2023 Stock Option Plan for €262 thousand. In the year, 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 €2,730 thousand (€3,094 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 €57 thousand (€16 thousand in Financial income in the same period of the previous year).

Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results EBITDA
Operating profit
Net profit
(Amounts in thousands of Euro) 1st
Quarter
2022
1st
quarter
2021
1st
Quarter
2022
1st
quarter
2021
1st
Quarter
2022
1st
quarter
2021
Income statement results reported 16,208 16,351 7,587 7,685 4,339 5,491
Non-recurring service costs 2,058 217 2,058 217 2,058 217
Stock Option cost 840 426 840 426 840 426
Non-recurring personnel costs 91 91 91 0
Amortisation of Other intangible assets from business combinations 2,730 3,094 2,730 3,094
Adjustment of contingent consideration 57 -16
Tax effect on adjustments -1,535 -972
Non-recurring taxes 0 -914
Adjusted income statement results 19,197 16,994 13,307 11,422 8,581 7,326

Results by business segment

EBITDA EBITDA % change
Condensed Income Statement by
business segment
(Amounts in thousands of Euro)
1st
Quarter
2022
MARGIN
1st
Quarter
2022
1st
quarter
2021
MARGIN
1st
Quarter
2021
Change Total Organic Scope of consolidation
Revenues
Digital Trust 37,980 31,180 6,800 21.8% 7.7% 14.2%
Cybersecurity 17,976 16,786 1,190 7.1% 7.1% 0.0%
Credit Information & Management 19,926 18,869 1,057 5.6% -2.9% 8.5%
Innovation & Marketing Services 20,990 16,145 4,845 30.0% 19.4% 10.6%
Other Segments (Parent Company) 755 569 186 32.7% 32.7% 0.0%
Intra-segment -1,587 -882 -705 79.9% 61.2% 18.8%
Total Revenues 96,039 82,666 13,373 16.2% 7.0% 9.2%
EBITDA
Digital Trust 9,542 25.1% 7,030 22.5% 2,512 35.7% 10.1% 25.6%
Cybersecurity 857 4.8% 1,817 10.8% -960 -52.8% -52.8% 0.0%
Credit Information & Management 4,603 23.1% 5,218 27.7% -615 -11.8% -12.4% 0.6%
Innovation & Marketing Services 5,236 24.9% 4,774 29.6% 462 9.7% -3.9% 13.6%
Other Segments (Parent Company) -4,029 n.a. -2,488 n.a. -1,541 -62.0% -62.0% 0.0%
Total EBITDA 16,208 16.9% 16,351 19.8% -143 -0.9% -16.0% 15.2%

Adjusted income statement results by business segment:

Adjusted condensed Income EBITDA EBITDA % change
Statement by business segment
(Amounts in thousands of Euro)
1st
Quarter
2022
MARGIN
1st
Quarter
2022
1st
quarter
2021
MARGIN
1st
Quarter
2021
Change Total Organic Scope of consolidation
Revenues
Digital Trust 37,980 31,180 6,800 21.8% 7.7% 14.2%
Cybersecurity 17,976 16,786 1,190 7.1% 7.1% 0.0%
Credit Information & Management 19,926 18,869 1,057 5.6% -2.9% 8.5%
Innovation & Marketing Services 20,990 16,145 4,845 30.0% 19.4% 10.6%
Other Segments (Parent Company) 755 569 186 32.7% 32.7% 0.0%
Intra-segment -1,587 -882 -705 79.9% 61.2% 18.8%
Total Revenues 96,039 82,666 13,373 16.2% 7.0% 9.2%
EBITDA
Digital Trust 10,352 27.3% 7,165 23.0% 3,187 44.5% 19.4% 25.1%
Cybersecurity 1,172 6.5% 1,934 11.5% -762 -39.4% -39.4% 0.0%
Credit Information & Management 4,665 23.4% 5,280 28.0% -615 -11.7% -12.3% 0.6%
Innovation & Marketing Services 6,348 30.2% 4,993 30.9% 1,354 27.1% 14.2% 13.0%
Other Segments (Parent Company) -3,340 n.a. -2,379 n.a. -961 -40.4% -40.4% 0.0%
Total adjusted EBITDA 19,197 20.0% 16,994 20.6% 2,203 13.0% -1.6% 14.6%

Digital Trust

Revenues from the Digital Trust segment amounted to €37,980 thousand. The increase compared to the first quarter of 2021 is equal to 21.8%, in an absolute value of €6,800 thousand, attributable for 7.7% to organic growth and for 14.2% to the change in perimeter due to the consolidation from 1 November 2021 of CertEurope S.A.S., which contributed €4,413 thousand to revenues for the quarter. The need to evolve digital and dematerialization processes is increasingly relevant for companies and citizens with positive effects on the dynamics of the BU's revenues: Certified Electronic Mail (Legalmail), both in the private market and in tenders for the Public Administration is also enriched with the cyber security component to preserve the information sent more and more; ature and Onboarding and Identity services, especially with the flagship products GoSign and TOP, well-established in the national field but enabled above all for the international market, continue their growth trend, also focusing on a high share of recurring revenues; the SPID service, accompanied in the InfoCert offer by the recognition service, has not yet reached the saturation of demand and continues to confirm a high share of revenues pertaining to the period, while historical products such as Archiving and Invoicing record moderate but costly growth especially through the web channel and the indirect channel through resellers.

The adjusted EBITDA of the segment amounted to €10,352 thousand, an increase of 44.5% compared to 2021. Organic growth is equal to 19.4% (absolute value of €1,385 thousand) while the growth due to the expansion of the perimeter is equal to 25.1% (absolute value of €1,802 thousand). In percentage terms, the EBITDA margin is equal to 27.3% (25.5% on a like-for-like basis in the first quarter of 2021) compared to 23.0% in the first quarter of 2021. This last figure highlights the BU's ability to maintain the growth trend also in terms of margins.

Cybersecurity

Revenues from the Cybersecurity segment amounted to €17,976 thousand. The increase compared to the first quarter of 2021 is 7.1%, €1,190 thousand in absolute terms. The revenues generated by the BU during the first quarter 2022 are in line with expectations. The first quarter of 2022 confirmed the positioning of the companies within the BU in particular on the Finance market where the BU recorded growth of approximately 10% compared to the previous year through an offer increasingly based on custom and vertical project activities; this positioning is also confirmed by the increase in the volume of recurring revenues contracted in this first part of the year. There is also significant interest on the market relating to the convergence of digital trust and cybersecurity services, which together represent an important competitive advantage for the Group. In this direction, the Legalmail Security Premium service was developed and launched, a service based on Yoroi's Sandbox Yomi technology, which allows to block suspicious communications, intercepting and neutralizing malicious elements such as attachments and/or links before the message is delivered; sales linked to this product in the first quarter are higher than expected. Alongside this product, also considering the need expressed by the market to strengthen the security linked to the architectures dedicated to its customers, other products (Cyber Exposure Index (CEI), Kanwa, Cybersec.club) and services were also launched (SOC H24 and Defense Center), developed in 2021 and intended for the prevention and mitigation of Cyber risk and on which positive feedback is being received in terms of interest from the market. In addition, in the course of 2022, also considering the changing international context, the demand for Cybersecurity solutions services integrated with existing business solutions in line with the concept of security by design has grown; simultaneously with the growth in this demand and by virtue of the above, the BU recorded a pipeline growth in the first quarter consistent with the investments made in products and resources focused on the commercial area and the product development area.

Adjusted EBITDA for the segment was €1,172 thousand. The decrease compared to the first quarter of 2021, also in line with expectations, is determined by the BU's higher organizational and commercial costs and whose return is expected to manifest itself in terms of business in the following quarters.

Credit Information & Management

In the Credit Information & Management segment, revenues amounted to €19,926 thousand, an increase of 5.6% compared to the first quarter of 2021, in absolute terms €1,057 thousand, of which 8.5% was attributable to the change in the scope due to the consolidation of Forvalue S.p.A. from 1 July 2021 and 2.9% to organic contraction. The BU's activities have had a positive impact both from a market more oriented towards the use of the digital channel and web sales, and from the contribution of the widespread network of Forvalue, distributed throughout the country. At the same time, the trend of real estate services estimates is confirmed in line with the trend of the corresponding period of the previous financial year, despite the increase in interest rates and the consequent decline in the subrogation market, as well as a general decline in demand for real estate loans. Consultancy and operational support to financial institutions for access to the Guarantee Fund for SMEs continues to record positive results even though it is down compared to the first quarter of 2021 due to the natural contraction in demand (in the first three months of 2021 the demand for liquidity by the economic system was still high and was affected by the effects of the pandemic before the widespread diffusion of the vaccination campaign).

Adjusted EBITDA decreased by 11.7% compared to the same period of last year to €4,665 thousand. The growth due to the change in the scope of consolidation came to 0.6%, while the organic contraction stood at 12.3%. In percentage terms, the EBITDA margin is 23.4% compared to 28.0% in the first quarter of 2021. The reduction in the marginality can be accounted for by the higher volume of activity in the previous year caused by companies' recourse to the Central Guarantee Fund.

Innovation & Marketing Services

revenues of the Innovation & Marketing Services segment amounted to €20,990 thousand, with an increase of 30.0% compared to the first quarter of 2021, or €4,845 thousand in absolute terms, 19.4% to be attributed to the organic growth and for the remaining part by the change in the scope of consolidation (10.6%), due to the consolidation from 1 January 2022 of Evalue Innovación SL. The BU increased the volume of business generated through an increase in the number of files handled and the acquisition of new clients and access to new markets. In this sense, the newly acquired Spanish company Evalue Innovación contributes to the growth of revenues for an amount of €1,712 thousand. At the same time, a positive performance was recorded in the conclusion of Patent Box practices related to the 2015 budget law (190/2014) and in the subsidized finance sector in Italy with particular regard to Tax Credit 4.0. (formerly known as Hyper-amortisation). Compared to the same period of the previous year, there was an increase in revenues also in relation to the activities related to European Funding, thanks to a positive collection in terms of orders, as well as to the contribution of the subsidiary Euroquality which saw an increase in revenues corresponding to the success fee on the presentation of projects. Revenues generated by training activities are also growing thanks to the full entry into operation of this area compared to the first quarter of 2021. In contrast to and partially offsetting the aforementioned increases are the revenues from special subsidized finance activities, due to the significant impact of the "Simest" practices present in the same period of the previous year, and similarly for the Digital Innovation activities that experience the absence of revaluations of intangible assets. In continuity with 2021, also during the first quarter of 2022 the volumes of international expansion services remained high, despite the persistence of the pandemic and the conflict between Russia and Ukraine, both thanks to the support provided by the subsidized finance calls aimed at the sector and for an increase in consulting services for innovation and Digital Marketing.

Adjusted EBITDA for the segment was €6,348 thousand. The increase compared to EBITDA in the first quarter of 2021 was 27.1%. Growth due to changes in the scope of consolidation was 13.0%, organic growth amounted to 14.2%. In percentage terms, the EBITDA margin is 30.2% compared to 30.9% in the first quarter of 2021.

FINANCIAL POSITION OF THE GROUP

The Group's financial position at 31 March 2022 compared to 31 December 2021 and 31 March 2021:

Comparison at 31 December 2021 Comparison as at 31 March 2021
€ '000 31/03
2022
% 31/12
2021
% Δ Δ% 31/03
2021
% Δ Δ%
Intangible assets 137,178 25.0% 139,291 27.5% -2,113 -1.5% 146,562 41.2% -9,383 -6.4%
Goodwill 429,981 78.5% 399,207 78.7% 30,774 7.7% 261,484 73.5% 168,497 64.4%
Tangible fixed assets 6,581 1.2% 6,837 1.3% -256 -3.7% 6,631 1.9% -50 -0.7%
Leased tangible fixed assets 18,778 3.4% 19,032 3.8% -255 -1.3% 18,149 5.1% 629 3.5%
Financial assets 33,277 6.1% 7,514 1.5% 25,763 342.9% 7,657 2.2% 25,621 334.6%
Net non-current assets 625,795 114.3% 571,881 112.8% 53,914 9.4% 440,481 123.7% 185,314 42.1%
Inventories 1,254 0.2% 1,342 0.3% -88 -6.6% 971 0.3% 283 29.2%
Trade receivables 85,354 15.6% 100,525 19.8% -15,171 -15.1% 80,124 22.5% 5,229 6.5%
Contract assets 21,168 3.9% 16,880 3.3% 4,287 25.4% 14,205 4.0% 6,962 49.0%
Contract cost assets 8,033 1.5% 7,138 1.4% 895 12.5% 6,801 1.9% 1,233 18.1%
Trade payables -43,087 -7.9% -47,636 -9.4% 4,548 -9.5% -36,862 -10.4% -6,226 16.9%
Contract liabilities and deferred income -79,920 -14.6% -77,058 -15.2% -2,862 3.7% -72,452 -20.4% -7,469 10.3%
of which current -61,372 -11.2% -59,511 -11.7% -1,862 3.1% -57,414 -16.1% -3,958 6.9%
of which non-current -18,548 -3.4% -17,548 -3.5% -1,000 5.7% -15,038 -4.2% -3,510 23.3%
Payables to employees -22,401 -4.1% -19,618 -3.9% -2,783 14.2% -18,548 -5.2% -3,852 20.8%
Other receivables 24,944 4.6% 22,461 4.4% 2,483 11.1% 18,812 5.3% 6,132 32.6%
Other payables -23,266 -4.2% -22,435 -4.4% -831 3.7% -19,448 -5.5% -3,818 19.6%
Current tax assets (liabilities) -3,222 -0.6% -893 -0.2% -2,328 260.6% -7,687 -2.2% 4,465 -58.1%
Deferred tax assets (liabilities) -21,554 -3.9% -21,390 -4.2% -163 0.8% -28,589 -8.0% 7,036 -24.6%
Net working capital -52,697 -9.6% -40,685 -8.0% -12,012 29.5% -62,674 -17.6% 9,976 -15.9%
Employee benefits -20,582 -3.8% -19,826 -3.9% -756 3.8% -17,509 -4.9% -3,072 17.5%
Provisions for risks and charges -4,846 -0.9% -4,423 -0.9% -423 9.6% -4,353 -1.2% -493 11.3%
Total NWC and Provisions -78,125 -14.3% -64,934 -12.8% -13,191 20.3% -84,536 -23.7% 6,411 -7.6%
Assets (Liabilities) held for sale 0 0.0% 0 0.0% 0 n.a. 0 0.0% 0 n.a.
TOTAL LOANS - NET INVESTED CAPITAL 547,670 100.0% 506,948 100.0% 40,723 8.0% 355,946 100.0% 191,725 53.9%
Shareholders' equity attributable to the
Group
259,246 47.3% 196,665 38.8% 62,581 31.8% 164,686 46.3% 94,557 57.4%
Minority interests 59,993 11.0% 46,986 9.3% 13,007 27.7% 4,123 1.2% 55,873 1355.1
%
Shareholders' equity 319,239 58.3% 243,651 48.1% 75,588 31.0% 168,809 47.4% 150,430 89.1%
Net financial indebtedness 228,431 41.7% 263,296 51.9% -34,865 -13.2% 187,137 52.6% 41,295 22.1%
TOTAL SOURCES 547,670 100.0% 506,948 100.0% 40,723 8.0% 355,946 100.0% 191,725 53.9%

Net invested capital grew by €40.7 million compared to 31 December 2021 due to the acquisitions of the quarter that led to a significant increase of €53.9 million in Net non-current assets, partially offset by the decrease in Net working capital and Provisions for €13.2 million.

Net non-current assets at 31 March 2022 amounted €625,795 thousand, with an increase of €53,914 thousand (9.4%) compared to 31 December 2021 (€571,881 thousand). The change was affected by the acquisitions in the quarter:

  • Evalue Innovación SL goodwill equal to €30,774 thousand provisionally allocated;
  • Investment in Enhancers S.p.A. equal to €24,430 thousand, whose consolidation will take place from April.

Investments in Tangible and intangible assets amounted to €3,693 thousand in the first quarter of 2022 (€2,935 thousand in the first quarter of 2021) while amortisation and depreciation, net of Other intangible assetsthat emerged at the time of allocation of the price paid in Business Combinations, amounted to €3,462

thousand (€3,636 thousand in the first quarter of 2021). In the last 12 months Investments in Tangible and intangible assets amounted to €16,920 thousand, while amortisation and depreciation, net of Other intangible assetsthat emerged at the time of allocation of the price paid in Business Combinations, amounted to €16,216 thousand.

Net working capital fell from €-40,685 thousand as at 31 December 2021 to €-52,697 thousand as at 31 March 2022.

  • The sum of Trade receivables and Contract assets decreased by €10,884 thousand, equal to 9.3%, of which 12.0% due to organic change 7 and 2.7% due to the change in the scope of the perimeter;
  • Trade payables decreased by €4,548 thousand, equal to 9.5%, of which 10.1% due to an organic contraction and 0.6% due to a change in the scope of consolidation;
  • Contract liabilities and deferred income increased by €2,862 thousand, equal to 3.7%, entirely due to organic change;
  • Payables to employeesincreased by €2,783 thousand, equal to 14.2%, of which 12.3% due to organic change and 1.8% due to change in the scope of consolidation.

Employee benefits at 31 March 2022 amounted to €20,582 thousand and increased by €756 thousand compared to 31 December 2021 (€19,826 thousand). The 3.8% increase is entirely attributable to organic change. Provisions for risks and charges at 31 March 2022 amounted to €4,846 thousand compared to €4,423 thousand at 31 December 2021 due to provisions for the quarter.

Shareholders' equity increased by €75,588 thousand due primarily to the combined effect of:

  • an increase of €70,000 thousand due to the cash contribution relating to Bregal Milestone's entry into the share capital of InfoCert S.p.A. following which the shareholding of Tinexta S.p.A. fell from 100% to 88.17%. The benefit on the Group's shareholders' equity amounts to €57,790 thousand;
  • positive result from comprehensive income for the period of €6,750 thousand;
  • a decrease due to the adjustment of Put options on minority interests for a total of €1,644 thousand (of which: €518 thousand on CertEurope, €407 thousand on Corvallis, €320 thousand on Yoroi, €163 thousand on Queryo Advance, €148 thousand on Swascan, and the remaining €89 thousand on Evalue Innovació, Sixtema, PrivacyLab, Trix) due to the change due to the passage of time;
  • increase of €696 thousand in the Stock Option Reserve.

The investments in Shareholders' equity of €75,588 thousand and the cash generation produced by Net Working Capital and Provisions for €13,191, partially offset by the investments in Net non-current assets of €53,914 thousand, resulted in a decrease in Total Financial Indebtedness of €34,865.

7 The change in the scope of consolidation means the balances contributed by the consolidated company Evalue Innovación SL at the date of the first consolidation.

Group's total financial Indebtedness

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

€ '000 31/03
2022
31/12
2021
Δ Δ% 31/03
2021
Δ Δ%
A Cash 134,768 68,253 66,515 97.5% 117,139 17,629 15.0%
B Cash equivalents 0 0 0 n.a. 0 0 n.a.
C Other current financial assets 3,657 4,144 -487 -11.8% 2,506 1,150 45.9%
D Liquidity (A+B+C) 138,425 72,397 66,028 91.2% 119,645 18,779 15.7%
E Current financial debt 6,864 7,811 -948 -12.1% 12,981 -6,118 -47.1%
F Current portion of non-current financial debt 60,433 46,307 14,126 30.5% 36,854 23,579 64.0%
G Current financial indebtedness (E+F) 67,297 54,118 13,179 24.4% 49,835 17,462 35.0%
H Net current financial indebtedness (G-D) -71,128 -18,279 -52,849 289.1% -69,810 -1,318 1.9%
I Non-current financial debt 299,559 281,575 17,984 6.4% 256,947 42,612 16.6%
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) 299,559 281,575 17,984 6.4% 256,947 42,612 16.6%
M Total financial indebtedness (H+L) (*) 228,431 263,296 -34,865 -13.2% 187,137 41,295 22.1%
N Other non-current financial assets 1,106 736 370 50.3% 1,404 -298 -21.2%
O Total adjusted financial indebtedness (M-N) 227,325 262,561 -35,235 -13.4% 185,733 41,592 22.4%

(*) 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 €228,431 thousand, with an increase of €34,865 thousand compared to 31 December 2021.

Composition of Total financial indebtedness:

31/03/2022 31/12/2021 31/03/2021
Composition of Total financial indebtedness Balance Incidence Balance Incidence Balance Incidence
Total financial indebtedness -228,431 -263,296 -187,137
Gross financial indebtedness -366,856 100.0% -335,693 100.0% -306,782 100.0%
Bank debt -216,151 58.9% -205,588 61.2% -205,614 67.0%
Hedging derivatives on bank debt 2,941 -0.8% -58 0.0% -1,145 0.4%
Payable for acquisition of equity investments -130,653 35.6% -106,457 31.7% -78,184 25.5%
Liabilities related to the purchase of minority interests -110,913 30.2% -97,535 29.1% -67,262 21.9%
Contingent consideration connected to acquisitions -12,305 3.4% -4,540 1.4% -7,443 2.4%
Price deferments granted by sellers -7,435 2.0% -4,382 1.3% -3,479 1.1%
Lease payables -18,983 5.2% -19,284 5.7% -17,201 5.6%
Other financial payables -4,009 1.1% -4,307 1.3% -4,637 1.5%
Liquidity 138,425 100.0% 72,397 100.0% 119,645 100.0%
Cash and cash equivalents 134,768 97.4% 68,253 94.3% 117,139 97.9%
Other financial assets 3,657 2.6% 4,144 5.7% 2,506 2.1%

Change in Total financial indebtedness a at 31 March 2022 compared to 31 March 2021 and to the last 12 months to 31 March 2022

€ '000 1st Quarter 2022 1st quarter 2021 Last 12 months to 31 March 2022
Net financial indebtedness - opening balance 263,296 91,972 187,137
Free cash flow -24,574 -24,783 -56,166
Net financial (income) charges 956 863 3,333
Approved dividends 183 50 12,706
New leases and adjustments to existing contracts 848 510 6,176
Acquisitions 58,826 107,555 144,605
Adjustment of put options 1,644 9,595 -2,677
Capital increases of minority interests -70,000 0 -70,000
Purchase of treasury shares 0 1,275 8,052
OCI derivatives -3,099 -110 -4,096
Other residual 349 211 -638
Net financial indebtedness - closing balance 228,431 187,137 228,431
  • The Free Cash Flow generated in the first quarter of 2022 amounted to €24,574 thousand, of which €28,267 thousand in Net cash and cash equivalents generated by operations, net of €3,693 thousand absorbed by investments in Property, plant and equipment and Intangible assets. Free Cash Flow is down by 0.8% compared to the first quarter of 2021 (€24,783 thousand) mainly due to the effect of non-recurring taxes paid in the first quarter of 2022 equal to €1,018 thousand.
  • Dividends for €183 thousand approved by the Group companies to minority interests.
  • New leases and adjustments to existing contracts resulted in a total increase in financial indebtedness of €848 thousand;
  • Details of the Acquisitions with their impact on Net financial indebtedness at the date of the respective closing:
Details of NFI impacts for Acquisitions Amounts in thousands of Euro
Evalue Innovación SL 33,336
Enhancers S.p.A. 24,430
Investments in equity-accounted shareholdings 1,001
Investments in other shareholdings 60
Total 58,826
  • Adjustment of Put options on minority interests for a total of €1,644 thousand (of which: €518 thousand on CertEurope, €407 thousand on Corvallis, €320 thousand on Yoroi, €163 thousand on Queryo Advance, €148 thousand on Swascan, and the remaining €89 thousand on Evalue Innovació, Sixtema, PrivacyLab, Trix) due to the change due to the passage of time;
  • The Minority share capital increases refer to the payment in cash relating to Bregal Milestone's entry into the share capital of InfoCert S.p.A. following which the shareholding of Tinexta S.p.A. fell from 100% to 88.17%.

KEY EVENTS SUBSEQUENT TO THE END OF THE QUARTER

On 7 April 2022, the subsidiary Queryo Advance S.r.l. finalized the acquisition of the entire share capital of the company Nomesia S.r.l., a company specialized in the provision of digital marketing services based in Milan, paying the agreed price at closing of €1.0 million. The transaction was finalized with the aim of expanding the Group synergies in relation to the digital marketing services offered.

The Shareholders' Meetings of the Financial Consulting LAB and Financial CLAB companies of 11 April 2022 and the Shareholders' Meeting of Warrant Hub S.p.A. of 14 April 2022 approved the merger by incorporation of the Financial Consulting LAB and Financial CLAB companies into Warrants Hub S.p.A. The merger will make it possible to achieve greater efficiency in terms of placement on the reference market and management integration, as well as to centralise the coordination of operational activities and, at the same time, optimise the structure for the benefit of long-term investments in profitable areas .

On 15 April 2022, through the subsidiary Visura S.p.A., the agreement was signed for the acquisition of the entire share capital of Sferabit S.r.l. for a total value of €3.2 million. The company is based in Turin and has a proven and consolidated experience in the supply of management software for Professional Orders. The operation will allow Visura on the one hand, to acquire an important market share linked to the forensic world, consolidating its leadership in the Italian lawyer sector, and on the other hand to acquire the technological know-how of the Sfera solution and use best practices also for the management software proposed in other professional associations thanks to the product complementarity between the modules of the Sfera solution and that of Visura.

On 28 April 2022, the Shareholders' Meeting of Tinexta S.p.A.:

  • approved the proposed dividend of €13,802,061.90, i.e. €0.30 per share for the 46,006,873 outstanding shares, at the date of the 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 art. 2357 et seq. of the Italian Civil Code and art. 132 of the Consolidated Law on Finance, 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, is not overall higher than 10% of the share capital, in compliance with the provisions of art. 2357, paragraph 3, of the 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 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.

BUSINESS OUTLOOK

In light of the results of the first three months of 2022, substantially in line with expectations at the beginning of the year, the Board of Directors confirms for the current year, including the contribution of the acquisitions concluded in 2021 and already consolidated up to 31 March 2022, Revenues up between 18% and 20%, with Adjusted EBITDA up between 20% and 22% compared to 2021. On a like-for-like basis, 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 2x at the end of 2022.

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

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 the continuation of the tensions between Russia and Ukraine. The Tinexta Group has no direct exposure to the markets of Russia and Ukraine, however the evolution of the conflict and the possible effects and/or repercussions of this macroeconomic context are not currently known and therefore reflected in the aforementioned foreseeable business outlook.

TREASURY SHARE PURCHASE PROGRAMME

On 28 October 2021 the authorisation resolved by the Shareholders' Meting of 28 April 2020 for the purchase and sale of treasury shares with no nominal value by the Company, pursuant to Articles 2357 et seq. of the Italian Civil Code and Article 132 of the Consolidated Finance Act, up to a maximum number, which, taking into account the ordinary Company shares held at the time by the Company and its subsidiaries, does not exceed 10% (4,720,712 ordinary shares) of the Company's share capital.

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

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

On 28 April 2020 the Shareholders' Meeting resolved also to authorise the Board of Directors, pursuant to Article 2357-ter of the Italian Civil Code, to sell all or part, in one or more tranches, of the ordinary shares purchased under the terms of the aforementioned resolution. The purchase could be completed in one or more tranches within 18 months of the date of the Shareholders' Meeting resolution. The authorisation to sell ordinary treasury shares, however, has no time limits.

At the date of 31 March 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 in the first quarter of 2022.

As reported in the Paragraph Significant events after the end of the quarter on 28 April 2022, the Shareholders' Meeting of Tinexta S.p.A. approved the authorization for the purchase and disposal of treasury shares up to a maximum number which, taking into account the ordinary shares of the Company held from time to time in the portfolio by the Company and its subsidiaries, and therefore of the ordinary shares held by the Company as of today, does not exceed 10% of the share capital overall, in compliance with the provisions of the article 2357, paragraph 3, of the Civil Code. The duration of the authorisation is set at 18 months from the date of the resolution of the shareholders' meeting approving the proposal.

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, executives with strategic responsibilities and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors has identified 29 beneficiaries to whom a total of 1,670,000 options have been allocated. The options offer the right to purchase and, if appropriate, subscribe Company shares in the ratio of 1 share for every 1 option exercised. The Plan provides for a single option allocation cycle and envisages a vesting period of 36 months from the date the options are allocated to beneficiaries. Exercise of the options is subordinated to achieving EBITDA in the financial statements at 31 December 2022 of > 80% of the approved budget value. If EBITDA proves to be between > 80% and > 100%, the option vesting will be proportionate. The Options accrued may be exercised at the end of a 36-month Vesting Period as from the Allocation Date. The exercise price is established as €10.97367, based on the arithmetic mean of official prices recorded by the Company's shares on the MTA market in the half-year prior to the option allocation date. Further details of the Plan can be found in the Information Document already disclosed to the public pursuant to Article 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and Article 84-bis, paragraph 1 of the Issuers' Regulation, in the Corporate Governance/Shareholders' Meeting/2020 section of the Company's web site (www.tinexta.com/assembleaazionisti-2020), which will be updated in compliance with the provisions of Article 84-bis, paragraph 5 of the Issuers' Regulation.

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

As at 31 March 2022, 1,670,000 options had been allocated.

2021-2023 STOCK OPTION PLAN

On 23 June 2021, after obtaining opinion from the Remuneration Committee, the Board of Directors resolved to allocate options in execution of the long-term stock 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, executives with strategic responsibilities and/or other employees and managerial roles in the Company and/or subsidiaries, the Board of Directors has identified 3 beneficiaries to whom a total of 190,000 options have been allocated. The options offer the right to purchase and, if appropriate, subscribe Company shares in the ratio of 1 share for every 1 option exercised. The Plan provides for a single option allocation cycle and envisages a vesting period of 36 months from the date the options are allocated to beneficiaries. Exercise of the options is subordinated to achieving EBITDA in the financial statements at 31 December 2023 of ≥ 80% of the approved budget value. If EBITDA proves to be ≥ 80% and ≥ 100%, the option vesting will be proportionate. The Options accrued may be exercised at the end of a 36-month Vesting Period as from the Allocation Date. The exercise price is established as €23.49, based on the arithmetic mean of official prices recorded by the Company's shares on the MTA market in the half-year prior to the option allocation date. Further details of the Plan can be found in the Information Document already disclosed to the public pursuant to Article 114-bis, Italian Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Act") and Article 84-bis, paragraph 1 of the Issuers' Regulation, in the Corporate Governance/Shareholders' Meeting/2021 section of the Company's web site (www.tinexta.com/assemblea-azionisti-2021), which will be updated in compliance with the provisions of Article 84-bis, paragraph 5 of the Issuers' Regulation.

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

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.

As at 31 March 2022, 290,000 options overall 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 risk" in the Notes to the Consolidated Financial Statements at 31 December 2021.

Among the uncertainties, we note the outbreak of the Russia-Ukraine conflict at the end of February, the evolution of which is not foreseeable to date. The Tinexta Group has no direct exposure to the Russian and Ukrainian markets.

TRANSACTIONS WITH RELATED PARTIES

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

INTERIM REPORT PREPARATION CRITERIA

The Group's Interim Report on Operations at 31 March 2022 was prepared in accordance with Art. 154-ter, paragraph 5 of the Consolidated Finance Act, introduced by Italian Legislative Decree 195/2007, in implementation of Directive 2004/109/EC. The Interim Report on Operations was approved by the Board of Directors of Tinexta on 12 May 2022, and its disclosure was authorised by the same body on said date.

The Group's Interim Report on Operations as at 31 March 2022 was not audited.

The interim report on operations was prepared on the basis of the recognition and measurement criteria envisaged by the International Financial Reporting Standards (IFRS) adopted by the European Union. The accounting standards adopted for the preparation of this Interim Report on Operations are the same as those adopted for the drafting of the Group's annual Consolidated Financial Statements for the year ended 31 December 2021.

SCOPE OF CONSOLIDATION AND CONSOLIDATION CRITERIA

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

  • power over the company;
  • exposure to the risk or rights arising from the variable returns linked to its involvement;
  • ability to influence the company, so as to have an impact on the results (positive or negative) for the investor (correlation between power and own exposure to risks and benefits).

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

The list of companies consolidated on a line-by-line basis or with the equity method as at 31 March 2022 is shown in the following table.

as at 31 March 2022
Company Registered office Share capital %
Amount (€ Currency % ownership via contribution
to the
Consolidation method
Tinexta S.p.A. (Parent Company) Rome '000)
47,207
n.a. n.a. Group
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) 3,000 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
Warrant Innovation Lab S.r.l. Correggio (RE) 25 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
Warrant Service S.r.l. Correggio (RE) 40 50.00% Warrant Hub S.p.A. 50.00% Line-by-line
Bewarrant S.p.r.l. Belgium 12 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
PrivacyLab S.r.l. Reggio Emilia 10 60.00% Warrant Hub S.p.A. 90.00% Line-by-line
Trix S.r.l. Correggio (RE) 10 70.00% Warrant Hub S.p.A. 100.00% Line-by-line
Euroquality SAS France 16 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
Europroject OOD Bulgaria 10 BGN 100.00% 90.00% Warrant Hub
S.p.A.
10.00% Euroquality
SAS
100.00% Line-by-line
Financial Consulting Lab S.r.l. Brescia 16 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
Financial CLAB S.r.l. Brescia 10 100.00% Warrant Hub S.p.A. 100.00% Line-by-line
Evalue Innovación SL Spain 62 70.00% 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. 16.67% 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. Benefit company 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. 27.00% Equity method

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

FINANCIAL STATEMENTS 31 March 2022

Consolidated Financial Statements

Consolidated Statement of Financial Position

€ '000 31/03/2022 31/12/2021
ASSETS
Property, plant and equipment 24,668 25,172
Intangible assets and goodwill 567,159 538,498
Investment property 691 698
Equity-accounted investments 7,565 6,630
Other investments 24,607 149
Other financial assets, excluding derivative financial instruments 1,106 736
- of which vs. related parties 137 38
Derivative financial instruments 3,012 112
Deferred tax assets 9,021 8,843
Trade and other receivables 2,790 3,516
Contract cost assets 6,738 6,669
NON-CURRENT ASSETS 647,356 591,022
Inventories 1,254 1,342
Other financial assets, excluding derivative financial instruments 3,657 4,144
- of which vs. related parties 642 290
Current tax assets 1,162 2,666
Trade and other receivables 107,508 119,470
- of which vs. related parties 1,007 748
Contract assets 21,168 16,880
- of which vs. related parties 7 1
Contract cost assets 1,295 469
Cash and cash equivalents 134,768 68,253
- of which vs. related parties 4,060 3,325
CURRENT ASSETS 270,811 213,224
TOTAL ASSETS 918,167 804,246
EQUITY AND LIABILITIES
Share capital 47,207 47,207
Treasury shares -19,327 -19,327
Share premium reserve 55,439 55,439
Other reserves 175,924 113,347
Shareholders' equity attributable to the Group 259,243 196,665
Minority interests 59,997 46,986
TOTAL SHAREHOLDERS' EQUITY 319,239 243,651
LIABILITIES
Provisions 4,227 3,857
Employee benefits 20,426 19,738
Financial liabilities, excluding derivative financial instruments 302,500 281,517
- of which vs. related parties 2,992 3,718
Derivative financial instruments 72 170
Deferred tax liabilities 30,574 30,234
Contract liabilities 18,447 17,423
- of which vs. related parties 62 48
Deferred income 101 125
NON-CURRENT LIABILITIES 376,347 353,063
Provisions 619 566
Employee benefits 155 88
Financial liabilities, excluding derivative financial instruments 67,297 54,118
- of which vs. related parties 1,367 1,387
Trade and other payables 88,754 89,689
- of which vs. related parties 453 458
Contract liabilities 59,653 57,102
- of which vs. related parties 79 85
Deferred income 1,719 2,409
Current tax liabilities 4,384 3,559
CURRENT LIABILITIES 222,581 207,531
TOTAL LIABILITIES 598,928 560,595
TOTAL EQUITY AND LIABILITIES 918,167 804,246

Consolidated Statement of Profit or Loss and Other Comprehensive Income

three-month period closed at 31 March
Amounts in thousands of Euro 2022 20218
Revenues 96,039 82,666
- of which vs. related parties 294 51
Costs of raw materials 3,206 3,168
Service costs 32,467 26,553
- of which vs. related parties 691 583
- of which non-recurring 2,058 217
Personnel costs 41,114 34,286
- of which non-recurring 91 0
Contract costs 2,510 1,896
- of which vs. related parties 1 0
Other operating costs 534 411
- of which vs. related parties 1 1
Amortisation and depreciation 7,701 8,095
Provisions 430 333
Impairment 490 238
Total Costs 88,452 74,981
OPERATING PROFIT 7,587 7,685
Financial income 15 55
Financial charges 971 918
- of which vs. related parties 18 17
Net financial income (charges) -956 -863
Share of profit of equity-accounted investments, net of tax -88 0
PROFIT BEFORE TAX 6,543 6,822
Income taxes 2,204 1,332
- of which non-recurring -558 -923
NET PROFIT FROM CONTINUING OPERATIONS 4,339 5,491
Profit (loss) from discontinued operations 0 0
NET PROFIT 4,339 5,491
Other components of the comprehensive income statement
Components that will never be reclassified to profit or loss
Total components that will never be reclassified to profit or loss 0 0
Components that are or may be later reclassified to profit or loss:
Exchange rate differences from the translation of foreign financial statements 39 0
Profits (losses) from measurement at fair value of derivative financial instruments 3,099 110
Equity-accounted investments - share of Other comprehensive income 17 -16
Tax effect -744 -26
Total components that are or may be later reclassified to profit or loss 2,411 68
Total other components of comprehensive income, net of tax 2,411 68
Total comprehensive income for the period 6,750 5,559
Net profit attributable to:
Group 3,547 5,363
Minority interests 792 127
Total comprehensive income for the period attributable to:
Group 5,913 5,433
Minority interests 837 126
Earnings per share
Basic earnings per Share (€) 0.08 0.12
Diluted earnings per share (€) 0.08 0.11

8 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 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.

Consolidated Statement of Changes in Equity

Three-month period closed at 31 March 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 47,207 -19,327 5,673 55,439 -21 -1,487 3,056 106,127 196,665 46,986 243,651
Comprehensive income for the period
Profit for the period 3,547 3,547 792 4,339
Other components of the comprehensive income
statement
2,339 26 2,365 45 2,411
Total comprehensive income for the period 0 0 0 0 2,339 0 0 3,574 5,913 837 6,750
Transactions with Shareholders
Dividends -183 -183 0 -183
Put adjustment on minority interests -1,581 -1,581 -63 -1,644
Stock Options 668 0 668 27 696
Sale of minority interests in subsidiaries 86 -89 57,793 57,790 12,210 70,000
Acquisitions of minority interests in subsidiaries -30 -30 0 -30
Total transactions with Shareholders 0 0 0 0 0 86 579 55,999 56,664 12,174 68,838
Balance as at 31 March 2022 47,207 -19,327 5,673 55,439 2,318 -1,401 3,634 165,700 259,243 59,997 319,239
Three-month period closed at 31 March 20219
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 5,363 5,363 127 5,491
Other components of the comprehensive income
statement
84 -15 69 -1 68
Total comprehensive income for the period 0 0 0 0 84 0 0 5,349 5,433 126 5,559
Transactions with Shareholders
Dividends 0 -50 -50
Purchase of treasury shares -1,275 -1,275 -1,275
Put adjustment on minority interests -9,595 -9,595 -9,595
Stock Options 425 0 425 1 426
Total transactions with Shareholders 0 -1,275 0 0 0 0 425 -9,595 -10,444 -49 -10,494
Balance as at 31 March 2021 47,207 -11,276 4,315 55,439 -780 -1,061 1,333 69,510 164,686 4,123 168,809

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 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.

Consolidated Statement of Cash Flows

Amounts in Euro thousand Three-month period closed at 31 March
2022 202110
Cash flows from operations
Net profit 4,339 5,491
Adjustments for:
- Amortisation and depreciation 7,701 8,095
- Impairment (Revaluations) 490 238
- Provisions 430 333
- Provisions for Stock Options 696 426
- Net financial charges 956 863
-
of which vs. related parties
18 17
- Share of profit of equity-accounted investments 88 0
- Income taxes 2,204 1,332
Changes in:
- Inventories 88 184
- Contract cost assets -411 -319
-
of which vs. related parties
0 -9
- Trade and other receivables and Contract assets 11,124 12,373
-
of which vs. related parties
-264 -328
- Trade and other payables -1,839 -5,312
-
of which vs. related parties
-5 -1
- Provisions and employee benefits 696 -28
- Contract liabilities and deferred income, including public contributions 2,861 4,240
-
of which vs. related parties
7 32
Cash and cash equivalents generated by operations 29,424 27,916
Income taxes paid -1,157 -198
Net cash and cash equivalents generated by operations 28,267 27,718
Cash flows from investments
Interest collected 6 9
Collections from sale or repayment of financial assets 975 4,805
Investments in equity-accounted shareholdings -1,001 -300
Investments in property, plant and equipment -276 -308
Investments in other financial assets -16,926 -239
-
of which vs. related parties
-350 0
Investments in intangible assets -3,417 -2,626
Increases in the scope of consolidation, net of liquidity acquired -16,151 -42,934
Net cash and cash equivalents generated/(absorbed) by investments -36,790 -41,594
Cash flows from financing
Purchase of minority interests in subsidiaries -30 0
Interest paid -244 -164
-
of which vs. related parties
-32 -39
MLT bank loans taken out 9,990 52,438
Repayment of MLT bank loans -730 -274
Repayment of price deferment liabilities on acquisitions of equity investments -1,038 -2,504
-
of which vs. related parties
-675 -665
Repayment of contingent consideration liabilities -494 -1,317
Change in other current bank payables -404 -6,717
Change in other financial payables -94 -431
Repayment of lease liabilities -1,507 -1,464
-
of which vs. related parties
-148 -150
Purchase of treasury shares 0 -1,275
Capital increases (decreases) - subsidiaries 70,000 -91
Dividends paid -411 0
Net cash and cash equivalents generated/(absorbed) by financing 75,038 38,202
Net increase (decrease) in cash and cash equivalents 66,515 24,326
Cash and cash equivalents at 1 January 68,253 92,813
Cash and cash equivalents at 31 March 134,768 117,139

10The 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 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.

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

The manager responsible for the preparation of the corporate accounting documents hereby declares, pursuant to art. 154-bis, paragraph 2, of the Consolidated Finance Act, that the accounting information in this Interim Report on Operations at 31 March 2022 corresponds to the documentary results, books and accounting records.

Milan, 12 May 2022

Nicola Di Liello

Manager responsible for the preparation of the corporate accounting documents