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Tinexta — Investor Presentation 2023
Oct 9, 2023
4493_ip_2023-10-09_7ab5d9b8-adee-431e-a231-8a3c94169262.pdf
Investor Presentation
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2023 Italian Excellences Company Presentation
Paris – October 2023


Disclaimer
This company presentation includes:
- ➢ forward-looking data based on internal management assumptions that are subject to material changes, including changes due to external factors beyond the Group's control
- ➢ management data, when presented, are identified as such
Business unit data are divisional and do not include the elimination of intra-BU items, which are instead eliminated at a Group level.
For detailed information on Tinexta S.p.A., it is recommended to refer to the company's documentation, including the latest interim reports and the Company's financial statements.


Company Overview

1
Management Team

Oddone Pozzi Chief Financial Officer
- Group CFO and Board Member Mondadori Group
- Co-CEO Giochi Preziosi
- CFO Ventaglio Group
- Chief of Administration, Control & Services Enel Business Area Gas
- Degree in Economics & Commerce from Bocconi University


Pier Andrea Chevallard GM & Chief Executive Officer
- Former CEO of Tecno Holding
- General Secretary of the Milan Chamber of Commerce
- Director of Promos (Specialized structure of the Milan Chamber of Commerce to promote international commerce)
- Managing Director of Parcam
- Member of the Board of Directors of Fiera Milano
- Degree in Political Science from the University of Turin

Josef Mastragostino Chief Investor Relations Officer
- Head of Investor Relations Gamenet & PMO
- IGT (Director Investor Relations)
- TREVI Group (Investor Relations Manager)
- Lottomatica (Investor Relations)
- BBA from City University of New York, MS from LUISS University, MBA from Cornell University, and Value Investing Columbia Business School, Columbia University in New York


Tinexta's history – milestones
| 9 0 0 2 |
6 Group's beginning 1 0 > Tecno Holding, an 2 institutional shareholder (Chambers of Commerce of Italy) > Acquisition of InfoCert |
0 Consolidation 2 > Acquisitions of Visura, 0 Innolva, ReValuta,Co.Mark, Warrant Hub 2 > Entrance in the STAR segment of Euronext Milano (Borsa Italiana) |
Cybersecurity > Acquisition of: Corvallis,Yoroi and Swascan > Tinexta Cyber was born |
2 2 0 2 |
M&A development > Acquisition of: Evalue, Enhancers, Plannet, Lan&Wan > Disposal of the Credit Info Mgmt division > Intesa San Paolo enters Warrant Hub > Signing for 20% of Defence Tech |
||||
|---|---|---|---|---|---|---|---|---|---|
| 2014 2015 EBITDA: €11M EBITDA: €25M Leverage: 5.1x Leverage: 1.9x Employees: 584 Employees: 612 |
2017 2020 EBITDA: €41M EBITDA: €78M Leverage: 2.6x Leverage: 1.2x Employees: 1,187 Employees: 1,403 |
2021 EBITDA Adj.: €99M Leverage: 1.97x Employees: 2,393 |
2022 EBITDA Adj.: €95M Leverage: 0.82x Employees: 2,354 |
||||||
| 4 1 0 2 |
AIM 7 > Entrance in the AIM segment of Borsa Italiana 1 0 2 |
Internationalization > Acquisition of Camerfirma > Integration of companies: France, Spain, Germany, Belgium, Bulgaria |
1 2 0 2 |
European expansion > Acquisition of: Queryo ForValue, CertEurope > Partnership with Leonardo > Bregal |
Milestone enters Infocert | 3 Advance, 2 0 2 |
Evolution > Acquisition of Ascertia > Closing of 20% of Defence Tech > Reached 100% of CertEurope share capital 5 |
TINEXTA'S BUSINESS
Reached all planned targets

Refers to IT solutions for digital identity and the dematerialization of processes according to the applicable legislation
Products and services such as certified electronic mail, electronic archiving, ature, electronic invoicing, and solutions for the secure and simplified transmission of legal and financial documents.
| Revenues | Margin | EBITDA Adj. |
|---|---|---|
| €157M | 30% | €47M |
| +20% | +200bps | +30% |

BU Revenues and EBITDA Adjusted data do not include intra-sectoral intercompany.
* On a LFL base as of 31 December 2022 and following the disbursements of the period for the acquisitions that took place, as well as the lower collections due to the postponement by the management of the exercise of the matured Stock Options.
Company Overview
2022 Consolidated Results
Tinexta Group's Revenues grew at a 21.2% CAGR from 2014 to 2022. EBITDA Adjusted grew at a 30.7% CAGR over the same period.



2022 Consolidated Results

FY 2022 results show Revenues of €357.2 million euros, EBITDA Adjusted of €94.8 million euros and Net Profit of €78.1 million euros.
Growth was registered both in Revenues (c. +18%) and EBITDA Adjusted (c. +24%)
EBITDA Adjusted amounted to 94.8 million euros up from 76.5 million in PY
EBITDA reported was 86.3 million euros
EBITDA Adjusted margin was 26.5% (vs 25.4% in PY)
Net Profit came in at €78.1 million euros growing 102% vs 2021 mostly on capital gains from the disposal of the CIM's BU
Net Profit from continuing operations was equal to 32.6 million euros, growing 13.5%
Adjusted Free Cash Flow from continuing operations was 49.5 million euros


1H 2023 Results

2

Key data

EBITDA Adjusted € 37.9 M (+ 2% vs PY)
EBITDA € 34.5 M (+ 6% vs PY)

€ 182.5 M + 9% vs PY REVENUES
€ 45.4 M NET PROFIT

NFP € 52.6 M vs € 77.6 M in FY2022
Results at 30/06/2023

1H 2023: ahead for planned delivery
- Results1 continue to grow also in 1H 2023:
- Revenues at € 182.5M in 1H'23 (+ 8.6% vs PY);
- EBITDA Adjusted at € 37.9M in 1H'23 (+ 2.3% vs PY) mainly driven by DT and CS, EBITDA2 at € 34.5M in 1H'23 (+ 5.8% vs PY);
- EBITDA Adjusted margin 20.8% (22.1% vs PY); EBITDA2 margin 18.9% (19.4% vs PY);
- EBIT at € 15.2M (- 3.7% vs PY); EBIT Margin at 8.3%;
- Net Profit of continuing operations at € 9.3M (- 14.5% vs PY); Net Profit at € 45.4M (very robust growth vs PY) mainly driven by the capital gain from the sale of ReValuta;
- NFP of € 52.6M (€ 77.6M in FY'22) strongly improved by over 32% vs FY'22 on the proceeds from the sale of ReValuta; Very attractive NFP/LTM EBITDA Adjusted of 0.55x;
- Adjusted Free Cash Flow of continuing operations: € 29.3M (+ 27.4% vs PY); on a LTM base Adjusted FCF of continuing ops was: € 55.7M.
• In the First Half of the Year3 :
- Digital Trust, continued to register solid growth. + 12.4% in Revenues, EBITDA + 15.5%. Superb EBITDA margin of 28.2%
- Cyber Security, grew 15.8% in Revenues, EBITDA continued to register a strong rebound growing + 59.1%. EBITDA margin at 11.3%
- Business Innovation, posted a + 1.3% in Revenues with EBITDA at € 16.3M. EBITDA margin at 29.0%
• Recent Events & Updates:
- Finalized the acquisition of 65% of ASCERTIA LIMITED
- Signed a 50:50 joint venture agreement with Digital Magics for investments in innovative startups
- Acquisition of the 40% remaining stake of CertEurope reaching the 100% of its share capital

(1) The comparative data for the first half of 2022 have been restated in relation to the completion in the fourth quarter of 2022 of the identification of the fair values of the assets and liabilities of CertEurope S.A. fully consolidated as of November 1, 2021, of Evalue Innovacion fully consolidated as of January 1, 2022, of Enhancers S.p.A. consolidated from 1 April 2022 and of Sferabit S.r.l. consolidated from 1 May 2022 (2) EBITDA Reported
(3) BU data are provided as Adjusted
1H 2023 Results
1H 2023 Results

1H 2023 results show Revenues of 182.5 million euros, EBITDA Adjusted of 37.9 million euros and Net Profit of 9.3 million euros.
Growth was registered both in Revenues (c. + 9%) and EBITDA Adjusted (c. + 2%)
EBITDA Adjusted amounted to 37.9 million euros up from 37.1 million euros in PY
EBITDA Adjusted margin was 20.8% (vs 22.1% in PY)
EBITDA reported was 34.5 million euros (+ 5.8% vs PY)
EBITDA reported margin at 18.9% (vs 19.4% in PY)
Net Profit came in at 45.4 million euros mostly on capital gains from the disposal of ReValuta
Net Profit from continuing operations was equal to 9.3 million euros
Adjusted Free Cash Flow from continuing operations was 29.3 million euros, + 27.4% vs PY

R = The comparative data for the first half of 2022 have been restated in relation to the completion in the fourth quarter of 2022 of the identification of the fair values of the assets and liabilities of CertEurope S.A. fully consolidated as of November 1, 2021, of Evalue Innovacion fully consolidated as of January 1, 2022, of Enhancers S.p.A. consolidated from 1 April 2022 and of Sferabit S.r.l. consolidated from 1 May 2022
1H 2023 Results
EBITDA Adjusted Quarter by Quarter – back end weighted business

2023 EBITDA Adjusted guidance

1H 2023 Results – Income Statement
| 1H'23 | LFL 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| € M | % | 1H'22R | % | Δ | Δ% | |||
| Revenues | 182.5 | 100.0% | 168.0 | 100.0% | 14.5 | 8.6% | In top 5 products/services, all Business Units are represented | |
| Total Operating Costs | 144.6 | 79.2% | 130.9 | 77.9% | 13.6 | 10.4% | ||
| Service & Other Costs | 65.9 | 36.1% | 60.7 | 36.1% | 5.1 | 8.5% | ||
| Personnel Costs |
78.7 | 43.1% | 70.2 | 41.8% | 8.5 | 12.1% | Adjusted EBITDA's growth is supported by DT (+ 16%) and CS (+ 59%) notwithstanding BI's reduction |
|
| EBITDA Adjusted | 37.9 | 20.8% | 37.1 | 22.1% | 0.8 | 2.3% | ||
| LTI incentives & Other non-recurring costs | 3.4 | 1.9% | 4.4 | 2.6% | -1.1 | -23.8% | EBITDA, included non-recurring costs, reached € 34.5M with a | |
| EBITDA | 34.5 | 18.9% | 32.6 | 19.4% | 1.9 | 5.8% | growth of 5.8% | |
| Depreciation, amortisation, provisions and impairment |
19.3 | 10.6% | 16.8 | 10.0% | 2.5 | 14.8% | ||
| Operating Profit | 15.2 | 8.3% | 15.8 | 9.4% | -0.6 | -3.7% | Operating Profit decreases by 3.7% mostly on higher | |
| Financial Income | 3.2 | 1.7% | 0.1 | 0.0% | 3.1 | 3934.2% | amortization of intangible assets | |
| Financial Charges | 3.8 | 2.1% | 2.6 | 1.6% | 1.1 | 42.6% | Net Financial Charges decrease on higher Financial income | |
| Net Financial Charges | -0.6 | -0.3% | -2.6 | -1.5% | 2.0 | -77.0% | which includes interest accrued on short-term cash investments | |
| Profit of equity-accounted investments |
-0.1 | -0.1% | 0.0 | 0.0% | -0.1 | 273.2% | (time deposits) | |
| Profit Before Taxes |
14.5 | 8.0% | 13.2 | 7.9% | 1.3 | 9.8% | ||
| Income Taxes |
5.2 | 2.9% | 2.3 | 1.4% | 2.9 | 124.1% | Net profit of continuing ops. decreases consequently to higher | |
| Net Profit of Continuing Operations | 5.1% | 10.9 | 6.5% | -1.6 | -14.5% | taxes (vs tax relief registered in 2022) | ||
| Results of Discontinued Operations |
36.1 | N/A | 3.3 | N/A | 32.8 | 1002.9% | ||
| Net Profit | 45.4 | N/A | 14.2 | N/A | 31.2 | 220.1% | Net profit growth reflects the sale of ReValuta |

R = The comparative data for the first half of 2022 have been restated in relation to the completion in the fourth quarter of 2022 of the identification of the fair values of the assets and liabilities of CertEurope S.A. fully consolidated as of November 1, 2021, of Evalue Innovacion fully consolidated as of January 1, 2022, of Enhancers S.p.A. consolidated from 1 April 2022 and of Sferabit S.r.l. consolidated from 1 May 2022
1H 2023 Results – Balance Sheet

1H 2023 Results
1H 2023 Results – Business Units Overview




Business Innovation

1H 2023 Results

1H 2023 Results – NFP & FCF
€ M
NFP Adjusted FCF of continuing ops

Main Changes in 1H 2023:


1H 2023 Results – NFP Bridge


1H 2023 Results – NFP LTM Bridge

1H 2023 Results

M&A: The Track Record


3
Business Plan 2023-2025

The growth strategy
Robust pillars of the strategy represent a clear and cohesive plan

People + ESG
Enhance corporate culture, investing in people to support their skills, enhance engagement and attract new talent, increasing evermore a companywide culture in ESG.
Financial Policy
Maintain a close focus on the cost structure, the predictability of cash flows and the cost of debt, for a long-term sustainable growth strategy.
Strengthen our leadership
Develop the services and products offered by our companies to increase the Group's competitiveness in the digital solutions' market with strong emphasis on Digital marketing.
M&A + Internationalization
Coordination & Integration
Strengthen the integrated offer of products and services, improving internal synergies and Group coordination of the Customer Relationship Management and Sales & Marketing functions.
Confirm the growth path through targeted acquisitions, with a selection of assets guided by rigorous criteria of quality, solidity, innovation.

Strengthen our leadership
Digital Trust
- ➢ Expand the offer integrating towards a Digital Wallet
- ➢ Continue to develop cybersecurity features/functionalities as a distinguishing factor
- ➢ Identity certification of IoT (Internet of Things)
- ➢ Grow more internationally, specifically in Europe
Cybersecurity
- ➢ Focus on system integration service in the infrastructural areas (identity & access management, cloud security, application security, networking security, business continuity, IoT)
- ➢ Strengthen the offer in Advisory and Managed Security Services
- ➢ Increase presence in the Public Administration
Business Innovation
- ➢ To be positioned as a key player in Digital Marketing
- ➢ Increase end-to-end online customer activities (content marketing + marketplace mgmt.)
- ➢ Extend Temporary Management in Sales & Marketing
- ➢ Strengthen subsidized finance on regional and national tenders
- ➢ Development ESG plans and awareness in SMEs
- ➢ Grow internationally, specifically in Europe


Business Plan 2023-2025
Coordination & Integration
- ➢ Increase and improve post M&A integration
- ➢ Simplify the corporate structure (see recent Warrant reorganization)
- ➢ Centralized CRM
- ➢ Foster cross/up-selling operational synergies within the organization
- ➢ Central coordination for the development of an integrated offer of the Group and the related "go to market"
- ➢ Leverage the Forvalue channel to strengthen the Group's commercial strategy for services to SMEs
M&A + Internationalization
Tinexta's approach to M&A:
➢ Target check list/criteria
- ➢ Growing market segment
- ➢ Solid Business Fundamentals
- ➢ Strategic Fit & Finish
- ➢ Synergy analysis
- ➢ Disciplined Financial Policy
- ➢ Cash Flow generative
➢ Carrying out the deal
- ➢ Purchase at least a majority stake in a company
- ➢ Agree on strategic business plan with the seller
- ➢ Maintain key strategic managers to grow the business
- ➢ Regulate purchase completion via Earn outs/Put/Calls to align interest and support growth
➢ Key strategic markets: Spain, France, Germany and the Nordic countries


Business Plan 2023-2025

People + ESG
Countries, 3 one Group
- Skills talent acquisition as a priority
- Health & safety + welfare all employees enjoy welfare coverage provided for either by the various collective contracts or by Company contracts
- Responsible supply chain
- Tax transparency
9
• New offices with a lighter footprint
393 new hires (40% women, 42% <30) 266 external workers 97% full-time workers in Italy (94% abroad) 39% are women 18% are under 30 Abide to the Code of Conduct and Human Rights Policy and a Diversity & Inclusion Policy


• Cyber security (Phishing courses) Business Units
Digital Trust revolutionized entire sectors, contributing to facilitating the lives of users, who have reduced the time required to complete various transactions, gaining in quality of life
Cybersecurity thanks to constant innovation, helps customers maintain high levels of cybersecurity, which must constantly respond to increasingly refined threats
Business Innovation can offer complete support to companies in their digital transformation process, demonstrating that they make innovation a driving force of their business model
Business Talks + Subject Matter Expert
To launch E-learning courses to focus employee population on ESG themes 29,508 hours of companywide training
- Business continuity
- Sustainability
- Green Finance
- Effective communication
- English proficiency
- Cyber Hackathon
Corporate Academy 1

Business Plan 2023-2025
People + ESG
ESG
Significant leap forward in addressing all major ESG topics at a Group level
Major steps taken:
- ➢ Established Internal & Permanent ESG committee (regularly reporting to the Risk and Sustainability Control Committee + Board of Directors)
- ➢ Approved 6 ESG policies at Group level
- ➢ Published Sustainability Policy to provide full market disclosure on cutting edge website
- ➢ Involved Corporate Functions, Business Units and Internal & External Stakeholders


- ➢ Data collection on the Non-Financial Reporting
- ➢ Definition of the Environment management process
- ➢ Measuring methods on energy consumption and CO₂ emissions
Reception and application within the Group of all Company Policies

People + ESG
Progress report:


HUMAN RIGHTS

Defined a plan to measure Performance 28Business Plan 2023-2025
PERFORMANCE VALUATION

SUSTAINABILITY POLICY



ENVIRONMENT POLICY

Gender pay gap
GENDER GAP

FISCAL POLICY
DIVERSITY POLICY

Approved the Diversity & Inclusion Policy

ESG KPIS ON COMP

and LTI
ANTI CORRUPTION
Introduced ESG KPIs in MBOs
Approved the Anti corruption
Policy

Established an internal Academy for both corporate and sustainability cultures
ACADEMY

Identified a data collection and monitoring system
CO2MONITORING


ENVIRONMENT MANAGER

Business Plan 2023-2025
We have always looked towards digitalization, technological innovation and the future. For this reason, sustainability is integrated into all of the Group's activities and represents a founding element
Environmental

Various actions have been implemented to reduce the environmental impact of our activities on the planet.
Our efforts focus on two action areas: Material and energy resources and Greenhouse gas emissions.
➢ Action tool: Environmental Policy
Social
ESG We are aware that responsible management also includes the social sphere. This is why we are working to ensure the creation of an inclusive environment that considers diversity as a value to be safeguarded.
Our efforts focus on two action areas: Inclusiveness and equality and Working conditions and environment.
➢ Action tool: Diversity & Inclusion + Human Rights Policies
Governance
Sustainable approach means a strategy based on the principles of integrity, transparency, legality, impartiality and prudence, as well as compliance with laws and regulations, both mandatory and voluntary.
Our efforts focus on two action areas: Regulatory compliance and Transparency and integrity
➢ Action tool: Anti-Corruption + Tax Policies 29
Business Plan 2023-2025

Growth in quality revenues
- ➢ Continue to expect sound organic growth in line with prior years
- ➢ Financial structure even more ready to capture future growth thanks to significant cash on hand from CIM disposal
Improve operational efficiency by increasing EBITDA
- ➢ Operating leverage
- ➢ Cross-selling + synergies
EPS & DPS growth
- ➢ D&A mostly in line with prior years
- ➢ Financial Expenses entirely covered by bank deposit given cash on hand
- ➢ EPS at historical high given capital gain from CIM's sale
- ➢ DPS increased, signaling very attractive shareholder return
Strong cash generation
- ➢ Continuing strong cash conversion
- ➢ No substantial changes in Capex
- ➢ Closely monitoring of NWC management



Financial Policy – Business Units' Financial Targets – Organic
| Revenues | EBITDA Adjusted | Key Highlights | ||
|---|---|---|---|---|
| Digital Trust | +10% | +11% | Continues to generate healthy double-digit growth | |
| 2023 vs PY |
Cybersecurity | +30% | +43% | Strong top line followed by even more solid EBITDA adjusted growth |
| Business Innovation |
+15% | +5% | Top line growth reflects increased diversification with defensive margins | |
| Revenues | EBITDA Adjusted | Key Highlights | ||
| Digital Trust | +10% | +14% | Operating leverage expected to grow margins faster than revenues | |
| 2025 | Cybersecurity | +17% | +27% | Strong acceleration foreseen |
| 2022-2025 CAGR | Business Innovation |
+13% | +11% | Revenue diversification at play with healthy margin recovery |

Financial Policy – Group's Financial Targets/Assumptions – Organic

| Revenues | EBITDA Adjusted | NFP / EBITDA Adj. | Dividends | Inflation | |
|---|---|---|---|---|---|
| 2023 vs PY |
+11-15% | +8-12% | 0.2-0.3x | 30% of Net Profit | 6% |
| 2025 | Low to mid-double digit | double digit | Cash positive | 35% of Net Profit | Assumed at 3% |
| 2022-2025 CAGR | by end of the plan | by end of the plan |
PNRR's potential positive benefits not included in guidance nor any additional M&A



Closing Remarks and Q&A


Closing Remarks

Growth path is secure with robust fundamentals, a clear business plan and strong management commitment

M&A already in place, balance sheet ready and new targets identified to further support international expansion

2023-2025 Outlook confirms sustained revenue growth rate, solid profitability and strong cash position

The Group is well positioned to continue to pursue its growth through external lines




OTHER HOLDINGS
TINEXTA DEFENCE S.R.L. 100.00%

TINEXTA FUTURO DIGITALE S.C.A.R.L.



Thanks.
Tinexta.com
Piazza Sallustio,9 Roma, 00187, Italia Tel. +39.06.42012631 E-mail [email protected] Pec [email protected] LinkedIn: Tinexta
Investor Relations Contacts
Josef Mastragostino Chief Investor Relations Officer [email protected]
Tinexta Presentation
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