Earnings Release • Nov 7, 2024
Earnings Release
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| Informazione Regolamentata n. 20101-82-2024 |
Data/Ora Inizio Diffusione 7 Novembre 2024 12:52:57 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | WIIT | |
| Identificativo Informazione Regolamentata |
: | 197760 | |
| Utenza - Referente | : | WIITNSS01 - PASOTTO | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 7 Novembre 2024 12:52:57 | |
| Data/Ora Inizio Diffusione | : | 7 Novembre 2024 12:52:57 | |
| Oggetto | : | WIIT_PR_9M 2024 Results | |
| Testo del comunicato |
Vedi allegato

1 For the defini,ons of the alterna,ve performance indicators used (including EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, Net Financial Posi,on/Net Debt, Adjusted Net Financial Debt and Adjusted Net Profit), please refer to the sec,on "Alterna,ve Performance Indicators" at the end of this press release;
2 Italy (WIIT S.p.A.), Germany (WIIT AG excluding Gecko), Switzerland (Econis AG);
3 Core revenue refers to companies opera,ng in the Cloud and Cyber Security market, excluding the consul,ng company Gecko

Milan, 7 November 2024 – The Board of Directors of WIIT S.p.A. ("WIIT" or the "Company"; ISIN IT0005440893; WIIT.MI), one of the leading European players in the market of Cloud CompuLng services for enterprises focused on the provision of conLnuous Hybrid Cloud and Hosted Private Cloud services for criLcal applicaLons, met today and approved the consolidated results at September 30 2024 - prepared in accordance with IFRS internaLonal accounLng standards - of the group headed by WIIT (the "WIIT Group" or the "Group").
***
"The results for the first nine months of the year have exceeded our expecta8ons in both Italy and Germany across all economic and financial indicators". Commented Alessandro Cozzi, CEO of WIIT. "The performance of orders, par8cularly over the past month, supports our year-end targets and significantly increases visibility for 2025. Figures for Germany are aligned with our expecta8ons both in terms of the commercial pipeline, where we are closing two substan8al contracts, and profitability, benefi8ng from the cost synergies being realized. The turnaround in Switzerland is progressing, having already achieved a posi8ve EBITDA in the third quarter, and we expect a posi8ve EBIT result in 2025."
***
Adjusted Revenues at Euro 115.2 million (Euro 44.4 million in Italy, Euro 61.7 million in Germany, and Euro 9.0 million in Switzerland), marking a +19.7% increase over the Euro 96.2 million recorded in the same period last year. This growth was driven by +6.1% organic growth, an acceleraLon compared to the first six months of the year, led by the development of higher value-added services, increased cross-selling among customers of acquired companies, and the addiLon of new clients—up by approximately 4.8% in Italy (core revenue growth of 5.2%) and approximately 7.6% in Germany (core revenue growth of 7.3%) compared to the previous year. Acquired companies contributed as follows: Edge&Cloud in Germany, consolidated from April 1, 2024, contributed Euro 4.4 million (100% Core Revenue), and

Econis AG in Switzerland, consolidated from May 1, 2024, contributed Euro 9.0 million (77% Core Revenue).
The adjustment carried out at the level of Revenues as at 30 September 2024 refers to the amount of Euro 1.8 million relaLng to the negaLve goodwill component (bargain purchase) obtained from the difference between the price paid for the acquisiLon of Econis AG, and the value of the acquiree's assets, which is lower than the price paid.
Adjusted operaCng costs at approximately Euro 37.3 million, showed an increase of Euro 5.5 million over 9M 2023, primarily due to the consolidaLon of acquired companies in Germany and Switzerland, parLally offset by cost synergies from mergers in Italy and Germany. The impact of cost synergies from new acquisiLons is expected to be reflected in the figures over the next 12 months.
Adjusted personnel costs at approximately Euro 34.8 million, increasing Euro 9.7 million compared to the same period of the previous year. This change is almost enLrely alributable to the impact of new acquisiLons and, to a lesser extent, to investments in the corporate and commercial structure supporLng business development
at to Euro 42.6 million (Euro 37.7 million in the first nine months of 2023), + 12.9% compared to the same period of the previous year, thanks to a focus on Cloud services, the optimization achieved in process and operational service organization, cost synergies, and the continuous improvement in the margin of acquired companies. Margin on revenue is at 37.0% (39.2% in the first nine months of 2023), impacted by the dilutive effect of consolidating Edge&Cloud and Econis AG, whose synergies are expected to be seen over the next 12 months. The 'like-for-like' margin would have been 41.6%, up by 370 basis points versus the first nine months of 2023.
As of 30 September 2024, the WIIT Group margin in Italy stands at 46.1% (43.0% in the first nine months of 2023), with continuous progress quarter after quarter, and in Germany at 35.4% (WIIT AG excluding Gecko at 37.3%). The 'like-for-like' margin (excluding Edge&Cloud) in Germany is 38.1% (33.8% in the first nine months of 2023), and that of WIIT AG excluding Gecko is 41% (36.4% in the first nine months of 2023), marking a significant improvement compared to the same period last year, due to an increased focus on higher value-added services.
The adjustment applied to the Gross Operating Margin (EBITDA) as of 30 September 2024, refers to effects arising from extraordinary M&A transactions amounting to Euro 0.5 million, costs related to incentive plans based on financial instruments totaling Euro 0.6 million, and personnel reorganization costs of approximately Euro 0.23 million. Finally, an amount of Euro 1.8 million was excluded, relating to the negative goodwill (bargain purchase) resulting from the difference between the price paid for

the acquisition of Econis AG and the lower value of the assets of the acquired entity. This last amount is recorded in the financial statements under other operating income and revenues.
Consolidated Adjusted EBIT (Net Operating Margin) at Euro 22.5 million, compared to Euro 21.0 million in 9M 2023 (+7.2%), representing 19.6% of revenues (21.9% in 9M 2023). Depreciation and amortization totaled approximately Euro 20.1 million, registering an increase of Euro 3.4 million over the same period last year, reflecting investments made and the effect of companies acquired in 2024.
The adjustment at the Net Operating Margin (EBIT) level as of 30 September 2024, refers to the previously mentioned adjustments at the EBITDA level, as well as to the amortization value related to the Purchase Price Allocation (PPA) concerning acquisitions, amounting to Euro 3.6 million.
Net Financial Position (debt) at Euro -215.3 million as of 30 September 2024 (Euro -202.2 million as of 31 December 2023), considering the IFRS16 impact of approximately EUR 10.6 million (Euro 10.6 million as of 31 December 2023) and excluding the valuation of treasury shares at approximately Euro 43.5 million at market value as of September 30, 2024 (market value as of 31 December 2023 was Euro 37.5 million).
This change primarily includes:

In 9M 2024, cash flows generated by operaQng acQviQes amounted to EUR 27.2 million. Cash availability as of September 30, 2024, stood at Euro 18.7 million, reflecLng a Euro +5.0 million difference from December 31, 2023.
The valuaLon does not include the approximately Euro 43.5 million valuaLon of treasury shares at market value as of September 30, 2024
***
On 18 January 2024, WIIT obtained a loan of Euro 10 million, backed by SACE's Green Guarantee. The intervenLon is part of Intesa Sanpaolo's more extensive plan to support corporate investments in environmental transiLon and NRRPrelated objecLves. The proceeds of the funding are intended to support the pursuit of the Environmental Goals (WIIT4Climate), specifically for the purchase of new servers, storage and sooware. The exponenLal increase in digital traffic volumes is in fact forcing ICT companies to adopt energy-efficient soluLons and to move towards the producLon and procurement of energy from renewable sources. In line with this need, cloud providers and data centre companies are looking for innovaLve technology soluLons to reduce business energy consumpLon.
On 19 January 2024, WIIT announced, pursuant to ArLcle 2-ter, paragraph 2, of Consob RegulaLon No. 11971/1999, that it no longer qualifies as a "Small and Medium Enterprise" ("SME") pursuant to ArLcle 1, paragraph 1, leler w-quater.1), of LegislaLve Decree No. 58/1998 as of 1 January 2024, having exceeded the market capitalisaLon threshold of Euro 500.0 million for three consecuLve years (2021, 2022 and 2023).
On 24 January 2024, WIIT AG, a full subsidiary of WIIT, signed an agreement to acquire the business unit called 'Edge & Cloud' with the German company German Edge Cloud GmbH & Co. KG, belonging to the Fridhelm Loh Group. The acquisiLon agreement provides for the payment of a base amount of Euro 2.5 million, at the closing of the transacLon, and earn-out components up to a maximum aggregate amount of Euro 4 million, payable upon the achievement of certain revenue-based targets.
On 26 March 2024, the Group announced that an agreement was signed by WIIT to acquire 100% of Econis AG. Econis AG, a Zurich-based company, is a Managed Services Provider that provides design, implementaLon and management services of Private Cloud infrastructures for the worlds of Banking, Health Care and Manufacturing in the Germanspeaking part of Switzerland. The services offered can be summarised as follows: (i) Managed services: Recursive services for the management of private cloud infrastructures at the customer's own or on the customer's infrastructure; (ii) Consultancy: IT infrastructure consulLng services, including Cyber Security, mainly provided to new customers as a key

to Managed Services; (iii) HW/SW trading: Resale of cloud infrastructures during the acLvaLon phase of the relaLonship with new customers or for the renewal of exisLng customers' infrastructures.
On 2 April 2024, the acquisiLon was finalised of the business unit Edge & Cloud through the subsidiary WIIT AG. With this acquisiLon, the Group expanded its presence in the strategic Frankfurt area, with the acquisiLon of a poruolio of 40 loyal customers, as well as strengthening the team in Germany with the entry of new, highly qualified professionals.
On 12 April 2024, the deed of merger between the companies Lansol, Global Access, myloc Managed IT and Boreus (jointly, the "Merging Companies") into WIIT AG was registered at the competent offices, having statutory effect as of 15 April 2024, while the accounLng and tax effects are effecLve as of 1 January 2024. The integraLon of the subsidiaries is an important step in our Cloud4Europe project, which aims to posiLon the WIIT Group as the European leader in cloud for criLcal applicaLons and infrastructure. This underlines our commitment to the German market and our ambiLon to offer our customers excellent WIIT-branded cloud services. The merger will make it possible to concentrate, in the Company WIIT AG, the acLviLes previously carried out via the Merging Companies. More generally, the purpose of the merger transacLon was to opLmise the coordinaLon, operaLon and synergies of the structures headed by the merging companies, as well as to reduce the fixed structural costs deriving from the existence of separate legal enLLes, with consequent advantages in terms of funcLonality and operaLonal and economic efficiency, thus allowing the WIIT Group to strengthen its posiLon as a leading European player in the sectors in which it operates.
On 30 April 2024, the acquisiLon was finalised of 100% of the company Econis AG. The price paid was CHF 0.77 million.
On 15 May 2024, WIIT announced the signing of a new 5-year contract for a total value of over Euro 7.0 million, with a major Italian company operaLng in the medical sector. The customer will rely on WIIT for the next 5 years, a partner chosen for the high reliability of its services, consolidated over Lme thanks to many years of experience in the Cloud and criLcal applicaLons sector. The soluLons offered by WIIT, characterised by specific and customisable funcLonaliLes, are decisive in guaranteeing a level of security in line with the strictest standards required in the medical sector. The Customer's criLcal applicaLons, including the SAP plauorm, which are crucial in guaranteeing the management and confidenLality of sensiLve data, will be managed and hosted in high reliability in the Premium Zone Italy North-West.
On 16 May 2024, the Shareholders' MeeLng of WIIT S.p.A. approved the 2023 financial statements and proceeded with the appointment of the Board of Directors for the 2024-2026 term, sevng the number of members at 9. The following individuals were elected as members of the Board of Directors.
Enrico Giacomelli, as Chairman of the Board of Directors;
Alessandro Cozzi;


At the same Lme, the Shareholders' MeeLng of WIIT S.p.A. appointed the Board of Statutory Auditors for the three-year period 2024-2026. The following were elected as members of the Board of Statutory Auditors
The Shareholders' MeeLng of WIIT S.p.A. also approved, WIIT also approved the remuneraLon report and the compensaLon paid, as well as approved pursuant to ArLcle 114-bis of the Consolidated Law on Finance, a long-term monetary incenLve plan called the "2024-2026 Monetary IncenLve Plan", insofar as it is also based on the performance of WIIT shares (the "LTI Plan"). This plan - intended for WIIT's execuLve directors to be idenLfied by WIIT's Board of Directors upon the proposal of the Appointments and RemuneraLon Commilee - intends to pursue the following objecLves (i) to link the remuneraLon of WIIT's key resources to the Group's actual economic performance and the creaLon of value for the same (ii) to orient the Company's key resources towards strategies for the pursuit of mediumlong term results; (iii) to align the interests of the Company's key resources with those of the shareholders; (iv) to apply retenLon policies aimed at retaining key resources and providing incenLves for them to remain with the Company. The Shareholders' MeeLng also authorized the purchase and disposal of treasury shares. AddiLonally, the Shareholders' MeeLng granted the Board of Directors powers to increase the share capital and to issue converLble bonds. The Shareholders' MeeLng approved the amendment of the bylaws in order to (i) provide for the possibility that alendance in the Shareholders' MeeLng and the exercise of voLng rights occur exclusively through the designated representaLve pursuant to ArLcle 135-undecies of the TUF; (ii) allow for the enhancement of the Augmented Vote system pursuant to ArLcle 127-quinquies of the Consolidated Law on Finance as replaced by ArLcle 14, paragraph 2, of Law No. 21 of 5 March 2024. In parLcular, the amendment to the by-laws sub (ii) allows the so-called loyalty shareholders who have accrued the right to the 2-vote enhancement for each share held uninterruptedly for a period of 24 months to be granted 1 addiLonal vote upon the expiry of each 12-month period of uninterrupted holding, up to a total

maximum of 10 votes per share, on the assumpLon that the shareholder has maintained the relevant requirements during the period of accrual of the addiLonal voLng rights.
On 19 July 2024, WIIT announced, with reference to the approval by the Extraordinary Shareholders' MeeLng of the proposal to amend the arLcles of associaLon to introduce the enhanced enhanced voLng right, that during the period for the exercise of the right of withdrawal, between 21 June 2024 and 6 July 2024 (inclusive), no shareholders exercised their right of withdrawal. As is well known, the effecLveness of the resoluLon on the proposal to amend the bylaws to introduce the increased voLng rights would have been terminated if the cash amount that WIIT might have to pay to the withdrawing shareholders for the purchase of the Withdrawal Shares had exceeded a total of Euro 5.0 million. Since the aforemenLoned terminaLon condiLon has not been fulfilled, the resoluLon of the shareholders' meeLng was definiLvely effecLve and the increased voLng power approved by the shareholders' meeLng can be considered fully implemented in the ArLcles of AssociaLon.
On 24 July 2024, the sale of 51% of the Polish subsidiary Codefit Sp.z.o.o. was finalised for Euro 0.25 million.
On 31 July 2024, WIIT announced the renewal of the four-year contract for Secure Cloud services, for a total value of approximately Euro 4.7 million, with a leading Italian company (the 'Customer') part of a major internaLonal group, a leading operator in the B2B distribuLon of electrical equipment, soluLons and services. The Customer has chosen to conLnue its long-standing collaboraLon with WIIT, confirming the solidity of the relaLonship by extending services to the new mulL-region Secure Cloud model that integrates managed services, processes, security and technologies. This model, included in WIIT's offer, will further enhance the flexibility, scalability and security of the services already available to the customer.
On August 5, 2024, WIIT signed a new five-year contract valued at approximately Euro 1.9 million, of which Euro 1 million is allocated for new Premium Cloud services. This agreement expands the exisLng contract with a major European company specializing in intellectual property protecLon by extending the scope of services and adopLng the Secure Cloud model. The client has chosen WIIT for the next five years, reaffirming their longstanding partnership for Disaster Recovery services which, combined with SW-Based soluLons for wide-area networks, ensure data and process protecLon for their locaLons in Italy and France. This renewed trust highlights WIIT's ability to deliver highly specialized services and soluLons with a high-security profile, facilitaLng the client's transiLon to a Secure Cloud model.
On September 10, 2024, WIIT and Cubbit announced a Business Alliance Partnership to bring geo-distributed cloud services to MSPs and resellers in the DACH region and Italy. Through this partnership, WIIT will implement Cubbit's technology in its 7 Secure Cloud Regions across Germany, Switzerland, and Italy, enabling clients to benefit from hyperresilient cloud soluLons that comply with sovereignty and compliance standards for data protecLon.
On October 17, 2024, WIIT AG, WIIT's German subsidiary, signed an agreement to acquire 100% of the share capital of Michgehl & Partner Gesellschao für Datenverarbeitung und Dienstleistungen mbH.

On October 21, 2024, WIIT signed a new five-year contract valued at Euro 2.8 million for ERP Cloud services with a leading manufacturing company in Milan. The client chose WIIT for the high resilience and reliability provided by WIIT's Secure Cloud model, the only Cloud Provider in Europe boasLng three Tier IV-cerLfied data centers by UpLme InsLtute. Thanks to its established presence in mulLple regions, including Italy, Germany, and Switzerland, and its network of data centers with the highest security standards, WIIT ensures uninterrupted service delivery, even in the event of criLcal incidents such as cyber-alacks, which are now the leading cause of system downLme. The agreement includes migraLng the client's ERP plauorm to WIIT's Cloud. This criLcal applicaLon will be managed and hosted with high resilience and reliability within the Premium Zone in the Italy North-West Region. The client has also opted for the Disaster Recovery feature, provided by the Premium Zone in the Germany West Region, which will ensure operaLonal conLnuity, resilience, and accessibility, essenLal for supporLng criLcal business processes.
On October 31, 2024, WIIT signed a five-year contract for Cloud and Cyber Security services valued at approximately Euro 2.6 million, with Euro 2.0 million from new services, with a major mulLnaLonal Italian company in plasLc processing (the "Client"). The client renewed its trust in WIIT's Cyber Security services for the next five years, extending them to all global subsidiaries, while also iniLaLng a new project to migrate all criLcal applicaLons of the group's companies in Europe and the United States to the Cloud. The client has chosen to benefit from the maximum security level provided by WIIT's Secure Private Cloud model and will uLlize the Premium Regions Italy North-West (Milan) and Germany West (Düsseldorf), both based on Tier IV Data Centers. The new Secure Private Cloud project amounts to over EUR 2.0 million over the five-year contract term.
On the same date, the closing was signed for the transacLon involving the acquisiLon of 100% of the share capital of Michgehl & Partner Gesellschao für Datenverarbeitung und Dienstleistungen mbH. Michgehl & Partner has been operaLng for over 25 years in the German market as a specialized IT provider for law firms. Originally a consulLng and sooware provider, it is now the cloud provider of choice in the legal sector, offering a dedicated web plauorm with a data center and a range of cloud services designed exclusively for law firms. Its service poruolio is focused on cloud soluLons, enriched by specialized consulLng and training, ensuring an extremely low client churn rate. With annual revenues of approximately Euro 4.5 million, primarily recurring and mulL-year, 31 employees, and an expected adjusted EBITDA of around Euro 0.8 million for 2024, Michgehl & Partner is recognized as a leader in its niche market. The transacLon has been executed through WIIT AG, fully owned by WIIT S.p.A. The agreed price was provisionally set at Euro 5.4 million, subject to adjustments based on net financial posiLon values at closing. An earn-out payment of Euro 0.3 million is also foreseen, conLngent upon achieving 2024 targets. This agreement implies an EBITDA mulLple of less than 7x, before considering potenLal synergies. The agreement also includes standard representaLons and warranLes from the seller typical of such transacLons. Through this acquisiLon, WIIT will strengthen its indirect services division, already iniLated with the previous acquisiLon of Lansol GmbH, expand its poruolio with over 300 law firms with 5 to 50 employees, and generate EUR 1.0 million in cost synergies from data center consolidaLon and opLmizaLons in suppliers and personnel.
***

The WIIT Group, thanks to the posiLve performance of the commercial pipeline characterised by the acquisiLon of new customers and the renewal of mulL-year contracts, expects the financial year 2024 to grow in line with market expectaLons. The focus remains on improving the EBITDA margin thanks to the growth in core revenues and value-added services, the level of opLmisaLon achieved in the organisaLon of operaLonal processes and services, cost synergies and the conLnuous improvement in the margin as a result of the mergers of the German subsidiaries into WIIT AG. The process of integraLng the new Swiss subsidiary Econis AG into the Group's policies began immediately, the effects of which in terms of realised synergies will be seen in the coming quarters. Finally, in line with the growth strategy, M&A scouLng conLnued in the 'D-A-CH zone' and the German market conLnues to represent a significant opportunity for the Group's expansion in Europe. Finally, following the closing of the acquisiLon of 'Michgehl & Partner' WIIT will further consolidate its presence in Germany with cost synergies visible as early as 2025.
As at 30 September 2024, the WIIT Group had marginal exposure to the Russian, Ukrainian and Israeli markets. The Directors do not believe that any risks can arise from these business relaLonships either directly or indirectly, despite the fact that the Russian-Ukrainian and Israeli conflict has and conLnues to generally accentuate the cost of raw materials.
***
The Manager in charge of drawing up the corporate accounLng documents, Mr. Stefano Pasolo, hereby declares, pursuant to arLcle 154-bis, paragraph two of LegislaLve Decree no. 58/1998, that the accounLng informaLon contained in this press release corresponds to the documented results, books and accounLng records.
***
Alached are the WIIT Group's consolidated financial statements as of 30 September 2024. With reference to the figures presented in this press release, It should be noted that these are data which have not yet been subject to statutory audit nor reviewed by the Company's Board of Statutory Auditors. The 9M report as of 30 September 2024 will be made available to the public at the Company's registered office and on the Company's website (hlp://www.wiit.cloud/), in the "Investors - Reports and PresentaLons" secLon, as well as at the authorised storage mechanism "eMarket STORAGE" ().
This press release contains forecasts and es1mates that reflect the current views of the Group's management regarding future and uncertain events. Forecasts and es1mates are typically iden1fied by expressions such as "it is possible," "it should be," "it is forecast," "it is expected," "it is es1mated," "it is believed," "it is intended," "it is planned," "objec1ve" or by the nega1ve use of these expressions or other varia1ons of these expressions or by the use of comparable terminology. These forecasts and es1mates include, but are not limited to, all informa1on other than factual informa1on,
***

including, without limita1on, that rela1ng to the Group's future financial posi1on and opera1ng results, strategy, plans, objec1ves and future developments in the markets in which the Group operates or intends to operate. As a result of such uncertain1es and risks, readers are cau1oned not to place undue reliance on such forward-looking informa1on as a predic1on of actual results. The Group's ability to achieve its expected results depends on many factors beyond management's control. Actual results may differ significantly from (and be more nega1ve than) those predicted or implied by the forecast data. These forecasts and es1mates involve risks and uncertain1es that could have a material impact on expected results and are based on basic assump1ons. The forecasts and es1mates made therein are based on informa1on available to the Group as of today. The Group does not undertake any obliga1on to publicly update and revise forecasts and es1mates as a result of the availability of new informa1on, future events or otherwise, except in the cases envisaged by the law.
***
WIIT S.p.A., a company listed on the Euronext Star Milan segment ('STAR'), is a leader in the Cloud CompuCng market. Through a pan-European footprint, it is present in key markets such as Italy, Germany and Switzerland, posiConing itself among the leading players in the provision of innovaCve Hosted Private and Hybrid Cloud technology soluCons. WIIT operates through managed processes, specialised resources and technological assets including its own datacentres distributed in 7 regions: 4 in Germany, 1 in Switzerland and 2 in Italy, 2 of which are Premium Zone enabled, i.e. with Tier IV cerCfied datacentres by the UpCme InsCtute and the highest levels of security by design. WIIT has 6 SAP cerCficaCons at the highest level of specialisaCon. The end-to-end approach allows the provision to partner companies of customised services with high added value, with extremely high standards of security and quality, for the management of criCcal applicaCons and business conCnuity, as well as guaranteeing maximum reliability in the management of the main internaConal applicaCon plaYorms (SAP, Oracle and Microso[). Since 2022, the WIIT Group has adhered to the UN Global Compact. (www.wiit.cloud).
Investor Rela2ons WIIT S.p.A.: Stefano Paso+o – CFO & Investor Rela6ons Director Francesca Cocco – Lerxi Consul6ng – Investor Rela6ons T +39.02.3660.7500 Fax +39.02.3660.7505 [email protected] www.wiit.cloud
Image Building Rafaella Casula Tel. +39 348 3067877 Simona Porcino Tel. +39 340 9844532 Francesca Alberio Tel. +39 340 0547370 [email protected]

| EMARKET SDIR |
|---|
| CERTIFIED |
| 30.09.2024 | 31.12.2023 | ||
|---|---|---|---|
| ASSETS | |||
| Other intangible assets | 1 | 57.816.901 | 58.224.012 |
| Goodwill | 121.235.353 | 121.077.831 | |
| Rights of use | 11.751.313 | 11.870.441 | |
| Property, plant and equipment | 8.851.645 | 8.737.760 | |
| Other tangible assets | 59.622.917 | 46.250.182 | |
| Deferred tax assets | 16 | 1.709.860 | 1.724.090 |
| Equity investments and other non-current financial assets | 5 | 5 | |
| Other non-current assets deriving from contracts | 24.356 | 24.356 | |
| Other non-current assets | 4 | 506.860 | 686.944 |
| NON-CURRENT ASSETS | 261.519.209 | 248.595.622 | |
| Inventories | 5 | 284.042 | 166.980 |
| Trade receivables | 32.443.768 | 25.842.136 | |
| Trade receivables from associates | 7 | 0 | 0 |
| Current financial assets | 7 | 3.788.729 | 11.602.736 |
| Current assets deriving from contracts | 0 | 0 | |
| Other receivables and other current assets | 13.625.130 | 9.195.557 | |
| Cash and cash equivalents | 8 | 18.680.222 | 13.690.212 |
| CURRENT ASSETS | 68.821.893 | 60.497.621 | |
| TOTAL ASSETS | 330.341.101 | 309.093.243 |

| EMARKET SDIR |
|---|
| CERTIFIED |
| 30.09.2024 | 31.12.2023 | |
|---|---|---|
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||
| Share Capital | 2.802.066 | 2.802.066 |
| Share premium reserve | 44.598.704 | 44.598.704 |
| Legal reserve | 560.413 | 560.413 |
| Other reserves | 6.520.605 | 5.576.744 |
| -31.026.553 | -30.566.915 | |
| Reserves and retained earnings (accumulated losses) | 1.532.255 | 1.074.273 |
| Translation reserve | 91.771 | 22.610 |
| Net profit for the period | 10.188.533 | 8.285.649 |
| SHAREHOLDERS' EQUITY | 35.267.793 | 32.353.545 |
| 0 | 60.982 | |
| 0 | 195.037 | |
| SHAREHOLDERS' EQUITY | 35.267.794 | 32.548.583 |
| Payables to other lenders | 18.418.270 | 13.289.335 |
| 154.880.229 | 157.442.669 | |
| Bank payables | 29.304.889 | 27.805.467 |
| Other non-current financial liabilities | 0 | 331.938 |
| Employee benefits | 3.263.765 | 3.042.572 |
| 570.287 | 567.886 | |
| Deferred tax liabilities | 13.550.274 | 14.779.476 |
| Non-current liabilities deriving from contracts | 108.356 | 109.882 |
| Other payables and non-current liabilities | 91.551 | 60.566 |
| NON-CURRENT LIABILITIES | 220.187.623 | 217.429.793 |
| Payables to other lenders | 9.789.778 | 7.695.550 |
| 9.547.231 | 7.897.960 | |
| Short-term loans and borrowings | 13.338.151 | 12.120.143 |
| Current income tax liabilities | 5.851.746 | 2.857.006 |
| Other current financial liabilities | 2.512.088 | 948.035 |
| Trade payables | 21.853.348 | 18.294.275 |
| Payables to associates | 0 | 0 |
| Current liabilities deriving from contracts | 3.434.940 | 3.492.306 |
| Other payables and current liabilities | 8.558.404 | 5.809.591 |
| CURRENT LIABILITIES | 74.885.685 | 59.114.866 |
| LIABILITIES HELD-FOR-SALE | 295.073.307 | 276.544.659 |
| TOTAL LIABILITIES | 330.341.101 | 309.093.243 |
certified

| CONSOLIDATED INCOME STATEMENT | |||||||
|---|---|---|---|---|---|---|---|
| Adjusted | Adjusted | ||||||
| 30.09.2024 | 30.09.2023 | 30.09.2024 | 30.09.2023 | ||||
| REVENUES AND OPERATING INCOME | |||||||
| Revenues from sales and services | 112.187.090 | 95.597.052 | 112.187.090 | 95.597.052 | |||
| Other revenues and income | 4.808.575 | 588.312 | 2.982.035 | 588.312 | |||
| Total revenues and operating income | 116.995.665 | 96.185.365 | 115.169.125 | 96.185.365 | |||
| Purchases and services | (38.377.727) | (33.454.293) | (37.330.202) | (31.826.851) | |||
| Personnel costs | (35.130.384) | (26.243.036) | (34.817.612) | (25.081.914) | |||
| Amortisation, depreciation, and write-downs | (23.676.141) | (20.216.629) | (20.072.607) | (16.706.745) | |||
| Provisions | 0 | 0 | 0 | 0 | |||
| Other costs and operating charges | (526.909) | (1.650.095) | (526.909) | (1.650.095) | |||
| Change Inventories of raw mat., consumables and goods |
117.063 | 113.486 | 117.063 | 113.486 | |||
| Total operating costs | (97.594.099) | (81.450.567) | (92.630.267) | (75.152.119) | |||
| EBIT | 19.401.566 | 14.734.798 | 22.538.858 | 21.033.245 | |||
| Write-down of equity investments | 0 | 0 | 0 | 0 | |||
| Financial income | 258.474 | 117.231 | 258.474 | 117.231 | |||
| Financial expenses | -6.526.566 | -5.589.385 | -6.526.566 | -5.589.385 | |||
| Exchange gains/(losses) | -4.346 | -18.172 | -4.346 | -18.172 | |||
| PROFIT BEFORE TAXES | 13.129.129 | 9.244.471 | 16.266.420 | 15.542.919 | |||
| Income taxes | 2.940.596) | (2.460.813) | 4.095.758) | 3.911.244) | |||
| NET PROFIT FROM CONTINUING OPERATIONS | 10.188.533 | 6.783.658 | 12.170.662 | 11.631.675 |

| Consolidated Net Financial Position | 30.09.2024 | 31.12.2023 |
|---|---|---|
| A - Cash and cash equivalents | 18.680.222 | 13.690.212 |
| B - Securities held for trading | 0 | 0 |
| C - Current financial assets | 3.788.729 | 11.602.736 |
| D - Liquidity (A + B + C) | 22.468.952 | 25.292.948 |
| E - Current bank loans | (13.338.151) | (12.120.143) |
| F - Other current financial liabilities | (2.512.088) | (948.035) |
| G - Payables to other lenders | (9.789.778) | (7.695.550) |
| H - Current financial indebtedness related to Bond facilities | (9.547.231) | (7.897.960) |
| I - Current financial debt (E + F + G + H) | (35.187.247) | (28.661.688) |
| J - Current net financial debt (I - D) | (12.718.295) | (3.368.740) |
| K - Bank loans | (29.304.889) | (27.805.467) |
| L - Payables to other lenders | (18.418.270) | (13.289.335) |
| M - Non-current financial indebtedness related to Bond facilities | (154.880.229) | (157.442.669) |
| N - Other non-current financial liabilities | (0) | (331.938) |
| O - Trade payables and other non-current payables | 0 | 0 |
| P. Non-current financial debt (K + L + M + N + O) | (202.603.388) | (198.869.409) |
| Q - Group net financial debt (J + P) | (215.321.684) | (202.238.149) |
| - Payables for leases IFRS 16 (current) | 2.845.388 | 2.585.627 |
| - Payables for leases IFRS 16 (non-current) | 7.767.310 | 7.998.155 |
| R - Net financial debt excluding Group IFRS16 impact | (204.708.986) | (191.654.367) |


| CONSOLIDATED CASH FLOW STATEMENT | 30.09.2024 | 30.09.2023 |
|---|---|---|
| Net profit from continuing operations | 10.188.533 | 6.783.65 |
| Adjustments for non-cash items: | 0 | |
| Amortisation, depreciation, revaluations and write-downs | 23.676.141 | 20.216.62! |
| Change in employee benefits | 221.192 | 241.99 |
| Financial charges | 6.272.438 | 5.490.32 |
| Income taxes | 2.940.596 | 2.460.81 |
| Other non-cash changes | (3.335.553) | 503.44 |
| Cash flow generated from operating activities before working capital changes | 39.963.347 | 35.696.86! |
| Changes in current assets and liabilities: | ||
| Decrease (increase) in inventories | (117.063) | (113.486 |
| Decrease (increase) in trade receivables | (3.289.711) | (520.398 |
| Increase (decrease) in trade payables | (1.986.733) | 5.652.10 |
| Increase (decrease) in tax payables | 2.777.247 | (926.815 |
| Decrease (increase) other current assets | (4.373.645) | (1.720.645 |
| Increase (decrease) in current liabilities | (894.257) | (30.472 |
| Decrease (increase) in other non-current assets | 231.848 | (210.651 |
| Increase (decrease) in other non-current liabilities | 5.441 | 110.91 |
| Decrease (increase) in assets deriving from contracts | 1.298.081 | 41.15 |
| Increase (decrease) in liabilities deriving from contracts | (58.893) | (604.298 |
| Income taxes paid | (3.108.394) | (3.586.541 |
| Interest paid/received | (3.354.567) | (2.314.244 |
| Net cash flow generated from operating activities (a) | 27.092.703 | 31.473.48 |
| Net increase intangible assets | (4.620.065) | (5.516.253 |
| Net increase tangible assets | (5.351.108) | (10.482.954 |
| Decrease (increase) other financial current assets | 7.919.278 | (13.000.000 |
| Cash flows from business combinations net of cash and cash equivalents | (585.824) | (7.333.214 |
| Net cash flow used in investing activities (b) | (2.637.719) | (36.332.421 |
| New financing | 13.000.000 | 22.000.001 |
| Repayment of loans | (10.113.758) | (6.696.425 |
| Reimbursement of bond loan | (3.999.852) | - |
| Lease payables | (9.370.606) | (7.905.445 |
| Payment of deferred fees for business combinations | 0 | (1.752.073 |
| Increase / (decrease) other financial payables | (440.957) | |
| Distribution of dividends | (7.827.667) | (7.818.114 |
| (Purchase) Use of treasury shares | (712.134) | (8.518.570 |
| Net cash flow from financing activities (c) | (19.464.975) | (10.690.629 |
| Net increase/(decrease) in cash and cash equivalents a+b+c | 4.990.010 | (15.549.569 |
| Cash and cash equivalents at end of the period | 18.680.222 | 15.908.51 |
| Cash and cash equivalents at beginning of the period | 13.690.212 | 31.458.081 |
| Net increase/(decrease) in cash and cash equivalents | 4.990.010 | (15.549.568 |



In accordance with the ESMA recommenda1on on alterna1ve performance measures (ESMA/2015/1415), as implemented by Consob Communica1on No. 0092543 at December 3, 2015, the Alterna1ve Performance Measures used to monitor the Group's opera1ng and financial performance are outlined below.
Total adjusted Revenues and operaQng income - A non-GAAP measure used by the Group to measure performance. Total adjusted operaLng revenues and income is calculated as Total operaLng revenues and income as per the income statement, in accordance with IFRS, less the non-recurring item regarding the negaLve goodwill (bargain purchase) classified to "Other operaLng income" in 2024. Total adjusted revenues and operaLng income is not recognised as an accounLng measure within IAS/IFRS adopted by the European Union. Consequently, the determinaLon criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the laler.
EBITDA - A non-GAAP measure used by the Group to measure performance. EBITDA is the sum of the net profit for the year, gross of taxes, financial income and expenses (including exchange gains and losses) and amorLzaLon, depreciaLon and write-downs. EBITDA is not recognised as an accounLng measure within IAS/IFRS adopted by the European Union. Consequently, the determinaLon criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Parent Company may not be comparable with the determined by the laler.
EBITDA Margin - measures the Group operaLng profitability as a percentage of consolidated revenues reported in the year and is defined as the raLo between EBITDA and Total revenues and operaLng income.
Adjusted EBITDA - A non-GAAP measure used by the Group to measure performance. Adjusted EBITDA is the sum of the net profit for the period, gross of taxes, financial income and expenses (including exchange gains and losses and deriving from the measurement at equity of investments), amorLzaLon, depreciaLon, write-downs and provisions, professional merger & acquisiLon (M&A) services, personnel internal reorganizaLon costs, Put&Call opLon costs, Stock OpLon/Stock Grant incenLve plan costs, and the non-recurring item related to negaLve goodwill (badwill) classified under "Other revenues and operaLng income". With regards to Adjusted EBITDA, the Group states that the adjustment (which defines Adjusted EBITDA) was made for the purposes of reflecLng the Group's operaLng performance, net of the effects of certain events and transacLons. This adjustment on certain expenses was necessary for improved comparability with the historic figures for the years under review, as such include cost items relaLng to company developments not concerning the normal operaLng management of the Group's business and related to professional services costs for M&A's. In order to improve the comparability of operaLng performance, the Group also excludes from the calculaLon of Adjusted EBITDA the costs of accounLng for stock opLons and stock grants (IFRS2). Adjusted EBITDA is not recognised as an accounLng measure within IAS/IFRS adopted by the European Union. Consequently, the determinaLon criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the laler.
Adjusted EBITDA Margin - measures the Group operaLng profitability as a percentage of consolidated revenues reported in the year and is defined as the raLo between Adjusted EBITDA and Adjusted total revenues and operaLng income. EBIT - A non-GAAP measure used by the Group to measure performance. EBIT is the sum of the net profit for the year, gross of taxes and financial income and expenses (including exchange gains and losses). EBIT is not recognised as an

accounLng measure within IAS/IFRS adopted by the European Union. Consequently, the determinaLon criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the laler.
EBIT Margin - measures the earning capacity of Group sales. It is calculated as the raLo between EBIT and Total revenues and operaLng income.
Adjusted EBIT - A non-GAAP measure used by the Group to measure performance. Adjusted EBIT is the sum of the net profit for the period, gross of taxes, financial income and expenses (including exchange gains and losses and deriving from the measurement at equity of investments), amorLsaLon, depreciaLon and write-downs, professional merger & acquisiLon (M&A) services, personnel internal reorganizaLon costs, Put&Call opLon costs and Stock OpLon/Stock Grant incenLve plan costs, the amorLzaLon/depreciaLon of the fixed assets from the Purchase Price AllocaLon from the acquisiLons and the non-recurring item related to negaLve goodwill (bargain purchase) classified under "Other revenues and operaLng income". With regards to Adjusted EBIT, the Group states that the adjustment (which defines Adjusted EBIT) was made for the purposes of reflecLng the Group's operaLng performance, net of the effects of certain events and transacLons. This adjustment on certain expenses was necessary for improved comparability with the historic figures for the years under review, as such include cost items relaLng to company developments not concerning the normal operaLng management of the Group's business and related to professional services costs for M&A's. In order to improve operaLng performance comparability, the Group also excludes from the Adjusted EBIT the costs for the accounLng of Stock opLons and Stock Grants (IFRS2) and the amorLzaLon and depreciaLon of assets from the Purchase Price AllocaLon; customer list, exclusive contracts and plauorm and Data Center amorLzaLon, related to the acquisiLons.
Adjusted EBIT Margin - measures the earning capacity of Group sales. It is calculated as the raLo between Adjusted EBIT and Adjusted total revenues and operaLng income.
Adjusted net profit or loss – A non-GAAP measure used by the Group to measure its performance. The Adjusted net profit or loss is calculated as the net profit or loss for the period, gross of M&A costs, personnel internal reorganisaLon costs, Put&Call opLons costs, the costs for the accounLng of Stock opLons and Stock Grants (IFRS2), the financial expense for the closure of the loan contracts, and the amorLsaLon and depreciaLon of assets arising from the Purchase Price AllocaLon; customer list, exclusive contracts and plauorm and Data Center amorLsaLon, related to the acquisiLons and the related tax effects on the excluded items.
Net Financial Debt – this is a valid measure of the Group's financial structure. It is calculated in accordance with the provisions of Consob CommunicaLon No. 5/21 of April 29, 2021 and the ESMA 32-382-1138 recommendaLons. It is presented in the explanatory notes.
Adjusted Net financial debt – this is a valid measure of the Group's financial structure. It is determined in accordance with Consob CommunicaLon No. 5/21 of April 29, 2021 and in accordance with ESMA RecommendaLons 32-382-1138, including, where applicable, other non-current assets related to security deposits and excluding trade and other noncurrent payables. It is also presented net of the effects of IFRS 16. This measure is presented in the Directors' Report.
| Fine Comunicato n.20101-82-2024 | Numero di Pagine: 20 |
|---|---|
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