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Wiit Interim / Quarterly Report 2022

May 11, 2022

4197_ir_2022-05-11_8dec7bce-0b26-4b80-87e1-2a717acf7824.pdf

Interim / Quarterly Report

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WIIT Group

Interim Financial Report at March 31, 2022

Company: WIIT S.p.A.

Registered office: 20121 - Milan, Via dei Mercanti No.12

Tax and VAT number: 01615150214

Share capital: Euro 2,802,066.00 fully paid-in

Milan Companies Registration Office: No. 01615150214

R.E.A. No. 1654427

2 | Interim Financial Report at March 31, 2022

Number of shares: 28,020,660

Contents

Profile 7
The Offer 7
Corporate Boards 9
Shareholders 10
Directors' Report 57
Transactions with subsidiary, associate and holding companies 58

Profile

WIIT S.p.A. leads a Cloud Computing Group with a key focus on the provision of IT infrastructure tailored to the specific needs of customers (mainly through the "Managed Hosted Private Cloud" and "Hybrid Cloud") and the provision of infrastructure configuration, management and control services which guarantee uninterrupted functionality and availability.

The company provides Cloud services for the "critical applications" of its customers, i.e. those whose malfunction may impact business continuity and thus demand guaranteed optimal and non-stop functioning. These include the main ERP's (Enterprise Resource Planning) on the market, such as for example SAP, Oracle and Microsoft - in addition to critical applications developed ad hoc for customer business needs (custom applications).

The Group operates through two Data Centers, with the main Milan center TIER IV certified (maximum reliability level) by the Uptime Institute.

By providing services through a number of servers and storage devices, customer "business continuity" can be guaranteed and uninterrupted availability ensured in the case of malfunctions or interruptions to individual systems. The company makes available to customers its Business Continuity and Disaster Recovery service (replicating processing systems and all client critical data almost in real time). The Group also conducts daily backups in order to ensure both data depth over time and the ability to recover data in the event of a disaster.

The offer

The WIIT Group focuses on the Hosted Private Cloud and the Hybrid Cloud for the building of tailor-made IT infrastructure for customers. The Group to a lesser extent provides Public Cloud services, integrating and managing more standardised solutions provided by the main players, adapting them to customers' specific needs.

As part of these operations, the Group offers its services to customers by combining a range of base components of each service category so as to build a custom-made Hosted Private Cloud and/or Hybrid Cloud proposal, according to the specific service, performance and security needs of the customer.

Business Process
Outsourcing
Daily Finance Procedure
Management
Software as a
Services
Document
Management
E-invoicing &
Legally compliant
archiving
Multichannel
delivery
Application
Management
EIM SAP Custom
End User
Productivity
SPOC Service Desk Workstation &
Onsite Mgmt
Security
End User
Platform as a
Service
ERP
Management
System & App
Management
Database
Management
Backup as a
Service
Virtual Desktop
Infrastructure as
a Service
Asset
Management
Network
Management
Server
Management
Monitoring &
Performance
Business
Continuity
SOC &
Cyber
Security
Mgmt
Datacenter
Infrastructure
Network Server
Infrastructure
Storage &
Backup
Disaster
Recovery

The Group's core service categories are presented below. Specifically, a description of services starting from the minimum Infrastructure of the Service category is presented, which forms the underlying component for the provision of other services - up to the more complete Digital Process Outsourcing service.

IaaS (Infrastructure as a Service): the provision of servers, storage and networks;

PaaS (Platform as a Service): the Group's main service, including - in addition to IaaS services - also database or ERP provision services on an on-demand basis;

End User Productivity: customer contact services containing all technologies and methods which improve both individual productivity and the customer/WIIT interface;

Application Management: application life cycle services, including corrective and evolutionary maintenance and the development of new functionalities;

Software & Platform as a Service: : Software platforms and applications made available to the customer as "services";

Digital Process Outsourcing: covering end-to-end services managing entire digital business processes within the customer value chain.

Services are usually provided through a standard contract type for all categories (IaaS, Paas, End User Productivity, Application Management, Software & Platform as a Service and Digital Process Outsourcing) and combined within a single all-inclusive price structure and contract.

Contracts usually cover a period of between three and five years, with generally automatic renewal for equivalent periods (subject to a termination option within the final six months). They generally stipulate an initial provision of services for the "start-up" phase in support of the Group's services, whose consideration is generally included in the periodic fees, and subsequently the provision of specific services on-demand.

Certifications

The Parent Company owns two Data Centers, with the main Milan center TIER IV certified (maximum reliability level) by the Uptime Institute. To date, only a select number of data centers are TIER IV certified by the Uptime Institute in the "Constructed Facility" category (https://uptimeinstitute.com/tier-certification/construction) The Group as a whole also has seven data centres in Germany, particularly in Düsseldorf, Stralsund, and Munich. The Parent Company has achieved international certification for its Data Centers, particularly in terms of service security, such as the ISO20000 (Process Compliance), ISO27001 (Information Security), and ISO22301 (Business Continuity) certifications and with service provision certified to the ITIL (Infrastructure Library) standard. The Parent Company has also achieved certification for its customer IT system management model according to the international ISO/IEC 20000:2011 standard, while its organisation is ISO 9001:2015 certified for the development and provision of Business Process Outsourcing services, such as: Help Desk IT, Desktop Management, Server Management, Application Management, Asset Management, System Housing e Hosting Document Processing System Management.

The correct management and protection of data and information managed through its IT systems is guaranteed through the company's receipt in 2012 of the international ISO/IEC 27001:2013 certification (international standard setting the requirements for information technology security management systems), while developing an operational continuity method based on ISO 22301:2012, shifting from a structured approached not based on technology alone, but capable of addressing all processes involved in operational recovery.

The Company has also certified its model of data security management based on the international standard ISO/IEC 27035 – Information security incident response consulting, organisation and management.

Further to these certifications, the company is a SAP top partner and has obtained many SAP Outsourcing Operation certifications (https://www.sap.com/dmc/exp/2018\_Partner\_Guide/#/partners).

To date it has achieved the following certifications:

  • SAP Applications Operations
  • SAP Business Process Outsourcing Services
  • SAP Cloud and Infrastructure Operations
  • SAP DevOps
  • SAP HANA Operations
  • SAP Hosting Operations

Corporate Boards

BOARD OF DIRECTORS

Chairperson Riccardo Sciutto
Chief Executive Officer Alessandro Cozzi
Executive Director Francesco Baroncelli
Executive Director Enrico Rampin
Executive Director Igor Bailo
Director Stefano Dario
Independent Director Annamaria Di Ruscio
Independent Director Nathalie Brazzelli
Independent Director Emanuela Basso Petrino

BOARD OF STATUTORY AUDITORS

Chairperson of the Board of Statutory Auditors Paolo Ripamonti
Statutory Auditor Chiara Olliveri
Statutory Auditor Francis De Zanche
Alternate Auditor Guido Giovando
Alternate Auditor Fabrizia Pecunia

RISKS AND RELATED PARTIES COMMITTEE

Chairperson Annamaria Di Ruscio
Member Riccardo Sciutto
Member Nathalie Brazzelli

APPOINTMENTS AND REMUNERATION COMMITTEE

Chairperson Emanuela Basso Petrino Member Riccardo Sciutto Member Annamaria Di Ruscio

SUPERVISORY AND CONTROL BOARD

Chairperson of the Supervisory and Control Board Dario Albarello

INDEPENDENT AUDIT FIRM Deloitte & Touche S.p.A.

Shareholders

WIIT S.p.A.'s main shareholders at March 31, 2022 are:

Shareholder Number of shares held
31.03.2022
%
Wiit Fin Srl (*) 15,407,560
Alessandro Cozzi 22,410 55.07%
Treasury shares 1,378,523 4.92%
Market 11,212,167 40.01%
TOTAL 28,020,660 100%
FREE FLOAT (Treasury shares and Market) 12,590,690 44.93%

(*) Company owned by Cozzi Alessandro and Bianchi Amelia

Directors' Report

Significant events

Significant contract

On January 4, 2022, the Parent Company WIIT S.p.A. signed a four-year agreement, for a total value of Euro 2 million, with a leading Italian multinational retail group. The agreement signed with WIIT lays the foundations for customers to implement Zero Datacenter policies, which will provide European business lines with a fully managed, multi-cloud model in which to activate services to support digital transformation. WIIT will help customers to activate this multi-cloud model, which integrates proprietary data centres with those of the hyperscalers selected. The most critical applications will benefit from WIIT's Premium Cloud provided by WIIT's tier-IV data centre in Milan with business continuity ensured by a secondary data centre, while other applications will utilise some of the leading hyperscalers, including Google Cloud and Microsoft Azure. All services will be provided by WIIT 24 hours a day, 7 days a week, to ensure the functioning of the customers' critical systems. The model, therefore, offers great scalability and flexibility to support customers in the digital transformation towards increasingly innovative services.

Update on business combinations

Purchase of 100% holding in ERPTech S.p.A.

On February 14, 2022, WIIT signed an agreement for the purchase of 100% of the share capital of ERPTech S.p.A. from BT Italia S.p.A. ERPTech is a leader in IT outsourcing of SAP systems, for which it holds 4 certifications, and posted 2021 revenues of Euro 9 million and EBITDA of about Euro 500 thousand. For a price of Euro 4 million and a potential increase in the consideration by up to Euro 2 million, subject to achieving certain business targets, this acquisition represents a decisive step forward in the growth of the WIIT Group in Italy and further consolidates the position of leadership in SAP technology management and hosting services. The acquisition was completed on March 31, 2022. At the closing date, Euro 4 million was paid in cash.

Purchase of 20% holding in Matika S.p.A.

On February 22, 2022, the minority shareholders of Matika exercised the put option for the sale of the residual 20% shareholding, as provided for in the option agreement.

The options exercised totalled Euro 9,051 thousand (the first for Euro 4,288 thousand and the second for Euro 4,763 thousand), compared to the original estimate of Euro 7,132 thousand, for an additional cost (net of discounting interest) of Euro 1,919 thousand recognised under income statement account no. 25. It should be noted that the measurement of these options and of the earn-out was established by way of contract amendments signed on June 24, 2021, and February 22, 2022, respectively. Payment of the option was settled 50% in cash and 50% through the use of treasury shares with a lock-up period of 12 months. Following the exercising of these options, Matika is now a wholly-owned subsidiary of Wiit as of the reporting date.

Sale of 20% holding in Comm.it Srl

On February 28, 2022, the Group sold the 20% holding in Comm.it Srl through its subsidiary Adelante Srl for Euro 53 thousand. The Group recognised to the income statement Euro 28,858 to "loss of companies valued at equity" following this transaction.

Purchase of 20% holding in Etaeria S.p.A.

On March 3, 2022, the second put option was exercised by A&C Holding S.r.l., an Etaeria minority shareholder, regarding the residual 20% stake in Etaeria. The options exercised (the first for Euro 1,273 thousand and the second for Euro 846 thousand) along with the earn-out relating to the results in 2020 and 2021 totalled Euro 3,283 thousand, compared to the original estimate of Euro 2,907 thousand, for an additional cost (net of discounting interest) of Euro 375 thousand recognised under income statement account no. 25. These options and the earn-out were established by way of a contract amendment signed on March 3, 2022.

Incorporation of WIIT AG

An event on March 9, 2022 made official the presence in Germany and saw the creation of the holding company WIIT AG, and the Cloud For Europe project, by which WIIT has set a goal of leading Europe cloud-based critical applications. The integration project calls for the German holding company to oversee company acquisitions in the region, myLOC Managed IT AG, topped off by the subsequent acquisitions of Mivitec, Boreus, and GECKO. The organisation calls for sales, administration, marketing, and human resources to be centralised. Today, the Group comes before stakeholders with a strong organisation that, in Germany alone, has more than 300 employees across five locations (in Düsseldorf, Munich, Stralsund, Rostock, and Berlin) with capabilities in DevOps and critical platform management, particularly in e-commerce and SAP, the crown jewel of the WIIT value proposition. Among the assets there are as many as 11 proprietary data centres that are layer 2 connected with the 3 in Italy. The maximum certification of Uptime Institute, the US standard bearer in performance certification, that has already been obtained for the two data centres in Milan is an objective that WIIT has also set for Germany with the achievement of Germany's first Tier IV by year end.

Mergers by incorporation

On March 16, 2022, the Board of Directors of WIIT S.p.A. approved the merger of Adelante S.r.l., Matika S.p.A., and Etaeria S.p.A. This merger will enable the Company to take charge of all the activities previously conducted by the companies to be merged. In general terms, the goal of the merger is to optimise the coordination, operation and synergies of the functions performed by the companies to be merged, as well as to lower the structural costs of operating legally distinct entities, which will bring benefits in terms of operational and financial efficiency and efficacy, thereby enabling the WIIT Group to strengthen its position as an industry leader in Europe.

The date of efficacy of the merger will be defined in the deed of merger.

Purchase of 15% holding in Reventure Gmbh

On March 30, 2022, a 15% holding in Reventure GmbH was acquired through the German subsidiary Boreus GmbH for Euro 150 thousand. At the reporting date, the Group holds 100% of Reventure GmbH.

Share price and volumes

03.01.2022 – 31.03.2022 Period

Source: Bloomberg.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31-03.2022 31.12.2021
ASSETS
Intangible assets 54,882,293 52,386,478
Goodwill 105,656,265 101,862,753
Rights-of-use 11,524,909 10,736,063
Property, plant and equipment 6,699,206 6,683,012
Other tangible assets 34,865,169 32,931,501
Deferred tax assets 1,760,971 1,305,959
Equity investments 4,412 86,305
Other non-current contract assets 81,250 96,991
Other non-current assets 480,253 443,669
NON-CURRENT ASSETS 215,954,726 206,532,732
Inventories 332,324 200,656
Trade receivables 18,587,069 14,283,794
Trade receivables from group companies 6,058 58,140
Current financial assets 20,414,660 20,136,059
Current contract assets 1,960,263 1,278,959
Other receivables and other current assets 6,948,388 5,627,652
Cash and cash equivalents 28,564,956 37,445,042
CURRENT ASSETS 76,813,718 79,030,303

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31.03.2022 31.12.2021
SHAREHOLDERS' EQUITY AND LIABILITIES
Share Capital 2,802,066 2,802,066
Share premium reserve 44,598,704 44,598,704
Legal reserve 530,413 530,413
Other reserves (6,756,068) (4,955,010)
Reserves and retained earnings 2,143,490 2,354,337
Translation reserve (1,521) 3,832
Group net result 2,648,892 (981,315)
GROUP SHAREHOLDERS' EQUITY 45,965,977 44,353,027
Result attributable to non-controlling interests 5,391 571,594
Non-controlling interest equity 138,903 965,469
TOTAL SHAREHOLDERS' EQUITY 46,104,880 45,318,496
Payables to other lenders 14,826,131 13,989,425
Non-current financial indebtedness related to Bond facilities 148,023,638 147,922,733
Bank loans 12,445,410 13,369,968
Other non-current financial liabilities 1,647,806 1,647,806
Employee benefits 3,268,563 2,802,181
Provisions for risks and charges 383,438 368,438
Deferred tax liabilities 15,706,533 16,008,873
Non-current contract liabilities 838,871 244,899
NON-CURRENT LIABILITIES 197,140,389 196,354,323
Payables to other lenders 8,326,533 8,042,466
Current financial indebtedness related to Bond facilities 1,708,048 829,623
Short-term bank loans 3,521,538 3,710,186
Current income tax liabilities 2,742,696 2,036,671
Other current financial liabilities 5,504,551 8,561,318
Trade payables 17,049,350 11,540,432
Payables to Group companies (0) 114,641
Current contract liabilities 3,957,903 3,366,215
Other payables and current liabilities 6,712,553 5,688,664
CURRENT LIABILITIES 49,523,173 43,890,216
TOTAL LIABILITIES 246,663,562 240,244,539
TOTAL LIABILITIES 292,768,444 285,563,035

CONSOLIDATED INCOME STATEMENT

Adjusted Adjusted
Q1 2022 Q1 2021 Q1 2022 Q1 2021
REVENUES AND OPERATING INCOME
Revenues from sales and services 26,066,210 17,682,455 26,066,210 17,682,455
Other revenue and income 298,778 62,569 298,778 62,569
Total revenues and operating income 26,364,988 17,745,024 26,364,988 17,745,024
OPERATING COSTS
Purchases and services (10,027,502) (6,943,423) (9,793,699) (6,928,423)
Personnel costs (6,432,884) (3,340,126) (6,315,456) (3,340,126)
Amortisation, depreciation and write-downs (5,297,932) (3,533,162) (4,259,920) (3,033,662)
Provisions (93,300) 0 (93,300) 0
Other costs and operating charges (221,919) (372,314) (221,919) (372,314)
Change Inventories of raw mat., consumables
and goods
45,941 49,327 45,941 49,327
Total operating costs (22,027,596) (14,139,699) (20,638,353) (13,625,199)
EBIT 4,337,392 3,605,325 5,726,635 4,119,825
Profit (Losses) from equity-accounted investee
Financial income
(28,858)
434,604
0
385
(28,858)
4,604
0
385
Financial expenses (1,205,371) (314,412) (1,205,371) (314,412)
Exchange gains/(losses) (553) (11,472) (553) (11,472)
PROFIT BEFORE TAXES 3,537,214 3,279,826 4,496,457 3,794,327
Income taxes (882,931) (591,242) (1,267,182) (639,692)
NET PROFIT 2,654,283 2,688,584 3,229,275 3,154,635
EBITDA 9,728,624 7,138,488 10,079,855 7,153,488
36.9% 40.2% 38.2% 40.3%
EBIT 4,337,392 3,605,325 5,726,635 4,119,825

ALTERNATIVE PERFORMANCE MEASURES

In accordance with the ESMA recommendation on alternative performance measures (ESMA/2015/1415), as implemented by Consob Communication No. 0092543 at December 3, 2015, the Alternative Performance Measures used to monitor the Group's operating and financial performance are outlined below.

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 deriving from equity - accounted investee) and amortisation, depreciation, write-downs and provisions. EBITDA is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogenous with that adopted by other groups and, therefore, the amount obtained by the Parent Company may not be comparable with the determined by the latter.

EBITDA Margin - measures the Group operating profitability as a percentage of consolidated revenues reported in the year and is defined as the ratio between EBITDA and Total revenues and operating 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 equity - accounted investee), amortisation, depreciation, write-downs and provisions, costs for professional merger & acquisition (M&A) services, the Put&Call option costs and Stock Option/Stock Grant incentive plan costs.

With regards to Adjusted EBITDA, the Group states that the adjustment (which defines Adjusted EBITDA) was made for the purposes of reflecting the Group's operating performance, net of the effects of certain events and transactions. This adjustment on certain expenses was necessary for improved comparability with the historic figures for the years under review, as such include cost items relating to company developments not concerning the normal operating management of the Group's business and related to professional services costs for M&A's. In order to improve the comparability of operating performance, the Group also excludes from the calculation of Adjusted EBITDA, the costs of accounting for stock options and stock grants (IFRS2). Adjusted EBITDA is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogenous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the latter.

Adjusted EBITDA Margin - measures the Group operating profitability as a percentage of consolidated revenues reported in the year and is defined as the ratio between Adjusted EBITDA and Adjusted total revenues and operating income.

EBIT - A non-GAAP measure used by the Group to measure performance. 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 equity - accounted investee). EBIT is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogenous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the latter.

EBIT Margin - measures the earning capacity of Group sales. It is calculated as the ratio between EBIT and Total revenues and operating income.

Adjusted EBIT - 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 equity - accounted investee), amortisation, depreciation and write-downs, costs for professional merger & acquisition (M&A) services, the Put&Call option costs and Stock Option/Stock Grant incentive plan costs and the amortisation/depreciation of the fixed assets from the Purchase Price Allocation from the acquisitions.

With regards to Adjusted EBIT, the Group states that the adjustment (which defines Adjusted EBIT) was made for the purposes of reflecting the Group's operating performance, net of the effects of certain events and transactions. This adjustment on certain expenses was necessary for improved comparability with the historic figures for the years under review, as such include cost items relating to company developments not concerning the normal operating management of the Group's business and related to professional services costs for M&A's. In order to improve operating performance comparability, the Group also excludes from the Adjusted EBIT the costs for the accounting of Stock options and Stock Grants (IFRS2) and the amortisation and depreciation of assets from the Purchase Price Allocation; client list amortisation, platform and Data Center amortisation for acquisitions.

Adjusted EBIT Margin - measures the earning capacity of Group sales. It is calculated as the ratio between Adjusted EBIT and Adjusted total revenues and operating 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, the costs to adjust the Put&Call options, the costs for the accounting of Stock options and Stock Grants (IFRS2), the financial expense for the closure of the loan contracts, and the amortisation and depreciation of assets arising from the Purchase Price Allocation; customer list amortisation, platform and Data Center amortisation for acquisitions and the related tax effects on the excluded items and of income deriving from the difference between the estimated price for the acquisition of equity investments and the price actually paid and of the relative 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 Communication No. 5/21 of April 29, 2021 and the ESMA 32-382-1138 recommendations. It is presented in the notes to the financial statements.

Adjusted Net Financial Position – this is a valid measure of the Group's financial structure. It is determined in accordance with Consob Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations 32-382-1138, including, where applicable, other non-current assets related to security deposits and excluding trade and other non-current payables. It is also presented net of the effects of IFRS 16. This measure is presented in the Directors' Report.

Total adjusted revenues and operating income - A non-GAAP measure used by the Group to measure performance. Total adjusted operating revenues and income is calculated as Total operating revenues and income as per the income statement, in accordance with IFRS, less in 2020 the non-recurring item regarding the tax credit on listing classified to "Other revenues and income". Total adjusted revenues and operating income is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogenous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the latter.

Adjusted operating revenues and income was up 48.6% on the same period of 2021. This strong result reflects the company's healthy income statement and the regard in which the WIIT Group is held among its customer base as a high-quality and cost competitive player. The increase is due both to organic growth and the contribution of the new companies acquired in 2021.

The value of production, EBITDA, profit before taxes and net profit for the first three months of 2022, compared with the same period of 2021, are shown in the following table.

Q1 2022 Q1 2021 Q1 2022
Adjusted
Q1 2021
Adjusted
%
Adj.Cge.
Total revenues and operating
income
26,364,988 17,745,024 26,364,988 17,745,024 48.6%
EBITDA 9,728,624 7,138,488 10,079,855 7,153,488 40.9%
Profit before taxes 3,537,214 3,279,826 4,496,457 3,794,327 18.5%
Consolidated net profit 2,654,283 2,688,584 3,229,275 3,154,635 2.4%

Adjusted EBITDA was up 40.9% on the same period of 2021, with a 38.2% margin on revenues and operating income; this margin decreased on the same period of the previous year due to the acquisitions, while improving on the final quarter of 2021.

The Adjusted consolidated net profit excludes the effects from M&A's for Euro 36 thousand, costs for the stock options and stock grant plans of Euro 316 thousand, amortisation and depreciation from the Purchase Price Allocation regarding the acquisitions for Euro 1.038 million, income from the difference between the estimated price to acquire the equity investments and the actual price paid for Mivitec GmbH of Euro 430 thousand and net of the tax effects of the above. Financial charges in Q1 2022 principally concerned the effects of interest on the bond loan for Euro 980 thousand.

KEY FINANCIALS (€mn)

The Q1 2022 reclassified income statement of the company is compared below with the same period of the previous year (in Euro):

Q1 2022 Q1 2021 Q1 2022 Adjusted Q1 2021 Adjusted
Net revenues 26.364.988 17.745.024 26.364.988 17.745.024
External costs (10.027.502) (6.943.423) (9.793.699) (6.928.423)
Personnel costs (6.432.884) (3.340.126) (6.315.456) (3.340.126)
Other costs and operating
charges
(221.919) (372.314) (221.919) (372.314)
Change in inventories 45.941 49.327 45.941 49.327
EBITDA 9.728.624 7.138.488 10.079.855 7.153.488
EBITDA Margin 36,9% 40,2% 38,2% 40,3%
Amortisation, depreciation
and write-downs
(5.391.232) (3.533.162) (4.353.220) (3.033.662)
EBIT 4.337.392 3.605.325 5.726.635 4.119.825
EBIT Margin 16,5% 20,3% 21,7% 23,2%
Income and charges (800.178) (325.499) (1.230.178) (325.499)
Income taxes (882.931) (591.242) (1.267.182) (639.692)
NET PROFIT 2.654.283 2.688.584 3.229.275 3.154.635

For a better understanding of the company's profitability, the table below illustrates some of the performance indicators compared to previous years. The indicators are calculated on the basis of the consolidated financial statements.

Ratio Formula 31.03.2022 31.03.2021 31.03.2022
Adjusted
31.03.2021
Adjusted
ROE Net profit / equity 5,76% 5,94% 6,92% 6,51%
ROI EBIT / Capital employed 1,48% 1,37% 1,96% 1,56%
ROS EBIT / Value of production 16,45% 20,32% 21,72% 23,22%

Balance Sheet highlights

The reclassified balance sheet of the Group for Q1 2022 is compared with the previous year below (in Euro):

31.03.2022
Consolidated
31.12.2021
Consolidated
Net intangible assets 160,538,558 154,249,231
Net tangible assets 53,089,284 50,350,577
Equity investments and other financial assets 4,412 86,305
Other long-term receivables 561,502 540,660
Deferred tax assets 1,760,971 1,305,959
Fixed assets 215,954,726 206,532,732
Inventories 332,324 200,656
Current trade receivables 18,587,069 14,283,794
Receivables from group companies 6,058 58,140
Current financial assets 20,414,660 20,136,059
Other receivables 8,908,650 6,906,611
Cash and cash equivalents 28,564,956 37,445,042
Current assets 76,813,717 79,030,303
Capital employed 292,768,444 285,563,036
Bank payables (within one year) 3,521,538 3,710,186
Bond payables (within one year) 1,708,048 829,623
Payables to other lenders (within one year) 8,326,533 8,042,466
Payables to suppliers (within one year) 17,049,350 11,540,432
Payables to group companies -
0
114,641
Tax payables and social security institutions 2,742,696 2,036,671
Other current financial liabilities 5,504,551 8,561,318
Other payables 10,670,456 9,054,879
Current liabilities 49,523,173 43,890,216
Post-employment benefits 3,268,563 2,802,181
Bank payables (beyond one year) 12,445,410 13,369,968
Bond payables (beyond one year) 148,023,638 147,922,733
Payables to other lenders (beyond one year) 14,826,131 13,874,540
Payables to suppliers (beyond one year) 0 114,885
Provisions for risks and charges 383,438 368,438
Other non-current financial liabilities 1,647,806 1,647,806
Other medium/long-term payables 838,871 244,899
Other payables and non-current liabilities - -
Deferred tax payables 15,706,533 16,008,873
Medium/long-term liabilities 197,140,389 196,354,323
Minority interest share capital 246,663,564 240,244,539
Shareholders' Equity 46,104,880 45,318,496
Own funds 46,104,880 45,318,496
Own Funds & Minority interest share capital 292,768,444 285,563,036

Main notes to the balance sheet

The value of fixed assets remains substantially unchanged as the effect of investments for approx. Euro 7.3 million in the period was partly offset by amortisation and depreciation of approx. Euro 5.2 million. The increase in goodwill is due to the recent acquisition of ERPtech, in addition to the residual investment in Reventure GmbH.

New right-of-use (IFRS 16) contracts were signed in the first three months of the year for Euro 3.7 million. Cash and cash equivalents reflect outflows of Euro 8.9 million against the use of liquidity to purchase treasury shares for Euro 3.6 million, the purchase of the residual investment in Etaeria S.p.A, net of the advance paid, for Euro 1.2 million, of Matika S.p.A for Euro 2.3 million (partly paid in cash), in addition to the acquisition of the investment in ERPTech for Euro 4 million (net of cash and cash equivalents). Payables to other lenders includes approx. Euro 4.7 million for investments in Q1 2022, of which Euro 2.3 million relate to leasing charges measured according to the finance method (IFRS 16, partly already recognised under IAS 17), and for the remaining amount to property and motor vehicle lease contract payables relating to the above Standard and excluded from the cash flow statement.

Financial payables mainly concern lease payables (Right-of-use)

Condensed Cash Flow Statement

The condensed cash flow statement for the period, compared to the end of the previous year and the same period for the previous year, is presented below.

31.03.2022 31.03.2021
Net profit from continuing operations 2.654.283 2.688.584
Adjustments for non-cash items 8.068.633 4.068.183
Cash flow generated from operating activities before changes 10.722.916 6.756.767
Changes in current assets and liabilities 746.626 (488.931)
Changes in non-recurring current assets and liabilities 390.214 296.979
Cash flow generated from operating activities (418.154) (299.207)
Cash flow generated from operating activities (a) 11.441.603 6.265.608
Net cash flow used in investment activities (b) (9.430.030) (1.632.806)
Net cash flow from financing activities (c) (10.891.660) (4.097.171)
Net increase/(decrease) in cash and cash equivalents (a+b+c) (8.880.087) 535.633
Cash and cash equivalents at end of the period 28.564.955 18.777.844
Cash and cash equivalents at beginning of the period 37.445.042 18.242.212
Net increase/(decrease) in cash and cash equivalents (8.880.087) 535.633

Key Financial Indicators

The Group's net financial debt at March 31, 2022, is as follows:

31.03.2022 31.12.2021
A - Cash and cash equivalents 28.564.956 37.445.042
B - Securities held for trading 0 0
C - Current financial assets 20.414.660 20.136.059
D - Liquidity (A + B + C) 48.979.616 57.581.101
E - Current bank loans (3.521.538) (3.710.186)
F - Other current financial liabilities (5.504.551) (8.561.318)
G - Payables to other lenders (8.326.533) (8.042.466)
H - Current financial indebtedness related to Bond facilities (1.708.048) (829.623)
I - Current financial debt (E + F + G + H) (19.060.670) (21.143.593)
J - Current net financial debt (I - D) 29.918.946 36.437.508
K - Bank loans (12.445.410) (13.369.968)
L - Payables to other lenders (14.826.131) (13.989.425)
M - Non-current financial indebtedness related to Bond facilities (148.023.638) (147.922.733)
N - Other non-current financial liabilities (1.647.806) (1.647.806)
O - Trade payables and other non-current payables 0 (114.885)
P. Non-current financial debt (K + L + M + N + O) (176.942.985) (177.044.816)
Q - Group net financial debt (J + P) (147.024.039) (140.607.308)

The net financial position is based on the definition contained in CONSOB Clarification No. 5/21 of April 29, 2021: "Recommendations for the uniform implementation of the European Commission regulation on financial statements" and in agreement with paragraph 175 of the ESMA Guidelines 32-382-1138.It is the opinion of the Directors that there are no components of implied indebtedness pursuant to the Disclosure Requirements Guidelines under the Prospectus Regulation issued by ESMA on March 3, 2021. Similarly, the Group has no reverse factoring or supply agreement transactions in place.

Strong cash flows were generated by operations in the first quarter of the year. This reflects investments of approx. Euro 7.3 million, due to the acquisition of IT infrastructure and software for the new orders and technological upgrading, the use of liquidity to purchase treasury shares for Euro 3.6 million, and the purchase of the equity investment in ERPTech Spa for Euro 6 million (Euro 4 million paid on closing date). Payables to other lenders includes approx. Euro 4.7 million for investments in Q1 2022, of which Euro 2.3 million specifically concerns the future leasing charges measured according to the finance method (IFRS 16, partly already recognised under IAS 17), in addition to property and motor vehicle lease contract payables relating to the above Standard and excluded from the cash flow statement.

Financial payables mainly concern lease payables (Right-of-use)

For a better understanding of the financial situation, the table below illustrates some financial performance ratios compared to the previous year.

31.03.2022 31.03.2021
Primary liquidity Current Assets / Current Liabilities 1,55 1,81
Debt Third-party capital / Own capital 1,00 1,09

The cash flow statement for the period compared to the same period of the previous year is presented below.

CONSOLIDATED CASH FLOW STATEMENT 31.03.2022 31.03.2021
Net profit from continuing operations 2.654.283 2.688.584
Adjustments for non-cash items: 0 0
Amortisation, depreciation, revaluations and write-downs 5.391.232 3.533.162
Financial assets adjustments 0 0
Change in employee benefits 311.796 (29.435)
Increase (decrease) provisions for risks and charges 0 0
Financial charges 771.320 314.412
Income taxes 882.931 591.242
Other non-cash changes 711.354 (341.200)
Cash flow generated from operating activities before working capital changes 10.722.916 6.756.767
Changes in current assets and liabilities: 0 0
Decrease (increase) in inventories (131.669) (49.327)
Decrease (increase) in trade receivables (2.103.337) 129.846
Increase (decrease) in trade payables 4.608.716 (787.675)
Increase (decrease) in tax payables 623.484 125.768
Decrease (increase) other current assets (2.201.271) (379.006)
Increase (decrease) in current liabilities (49.297) 471.463
Decrease (increase) in other non-current assets (36.583) (24.635)
Increase (decrease) in other non-current liabilities (93.300) 366.574
Decrease (increase) in assets deriving from contracts (665.562) 55.831
Increase (decrease) in liabilities deriving from contracts 1.185.660 (100.791)
Income taxes paid (209.976) 0
Interest paid/received (208.178) (299.207)
Net cash flow generated from operating activities (a) 11.441.603 6.265.608
Net increase intangible assets (3.375.340) (1.280.687)
Net increase tangible assets (1.937.518) (352.119)
Decrease (increase) other financial current assets (167.850) 0
Cash flows from business combinations net of cash and cash equivalents (3.949.322) 0
Net cash flow used in investing activities (b) (9.430.030) (1.632.806)
New financing 0 0
Repayment of loans (1.113.203) (45.076)
Lease payables (2.605.067) (1.543.038)
Payment of deferred fees for business combinations (3.617.174) (1.010.284)
(Purchase) Use of treasury shares
(3.556.217)
Net cash flow from financing activities (c) (10.891.659)
Net increase/(decrease) in cash and cash equivalents a+b+c (8.880.087) 535.633
Cash and cash equivalents at end of the period 28.564.955 18.777.844
Cash and cash equivalents at beginning of the period 37.445.042 18.242.212
Net increase/(decrease) in cash and cash equivalents (8.880.087) 535.633

Financial instruments

The Group does not have any derivative financial instruments at March 31, 2022.

Treasury shares or parent company shares

In accordance with Article 2428 points 3) and 4) of the Civil Code, the Parent Company holds 1,378,523 treasury shares, but does not hold shares in parent companies, including through trust companies or nominees, nor have shares of the Parent Company been acquired and/or sold during the period, including through trust companies or nominees.

At March 31, 2022, the 1,378,523 treasury shares (4.92% of the share capital) held by Wiit S.p.A. are recorded in the financial statements at a total value of Euro 15,475,849.

In compliance with International Financial Reporting Standards (IFRS), this amount was recognised as a reduction of shareholders' equity.

The market value of treasury shares at March 31, 2022 was Euro 41,300,549.

Information relating to the environment and personnel

In relation to the societal role of the company as set out in the Directors' Report of the Italian Accounting Professionals Body (Consiglio Nazionale dei Dottori commercialisti e degli esperti contabili), the following information relating to the environment and to personnel is provided.

Personnel

In Q1 2022, no deaths of registered employees occurred at the workplace.

No serious workplace accidents took place during the period which involved serious injury to registered employees.

No issues in relation to workplace health matters concerning employees or ex-employees or misconduct against the company arose in the first quarter of 2022.

Environment

During the initial month of 2022, no environmental damage was declared against the company. No penalties were incurred for offences or environmental damage in Q1 2022.

Transactions with subsidiaries, associates, holding companies

COSTS WIIT FIN WIIT WIIT SWISS ADELANTE ICTW MATIKA ETAERIA TOTAL
REVENUES WIIT FIN - 124,750 - - - - - 124,750
WIIT - - - 55,556 - 30,860 305,834 392,250
WIIT SWISS - - - - - - - -
ADELANTE - 33,605 - - 2,985 - - 36,590
ICTW - 13,700 - 5,400 - - - 19,100
MATIKA - 23,679 - 720 - - - 24,399
ETAERIA - 1,055,150 - 34,842 - 13,390 - 1,103,382
TOTAL - 1,250,883 - 96,518 2,985 44,250 305,834 1,700,470
PAYABLES RECEIVABLES WIIT FIN WIIT WIIT SWISS ADELANTE ICTW MATIKA ETAERIA TOTAL
WIIT FIN - 2,382,545 - - - - - 2,382,545
WIIT - - - 1,335,845 13,700 5,262,115 1,352,208 7,963,869
WIIT SWISS - 95,838 - - - - - 95,838
ADELANTE 48,741 70,399 - - 5,400 634 42,119 167,293
ICTW - - - 29,293 - - - 29,293
MATIKA - 118,297 - 68,076 - - 26,943 213,316
ETAERIA - 2,028,174 - - - - - 2,028,174
TOTAL 48,741 4,695,253 - 1,433,214 19,100 5,262,749 1,421,270 12,880,327

Please note that the transactions with related parties, including inter-company transactions, are not quantifiable as either atypical or unusual but fall within the Group's normal business operations. These transactions were carried out on an arm's length basis. Payables and receivables with WIIT Fin S.r.l. include the portion concerning the tax consolidation.

COSTS WIIT
S.p.A.
MYLOC MIVITEC BOREUS GECKO CODEFIT REVENTURE WIIT DE TOTAL
WIIT S.p.A. - 10,258 - - - - - - 10,258
MYLOC - - 1,104 35,000 18,604 - - 11,700 66,408
MIVITEC - - - - - - - - -
REVENUES BOREUS - - - - 43,428 - 8,182 - 51,611
GECKO - - - 213,593 - 6,576 - - 220,170
CODEFIT - - - - 13,500 - - - 13,500
REVENTURE - - - 75,609 - - - - 75,609
WIIT DE - 17,400 - - - - - - 17,400
TOTAL - 27,658 1,104 324,202 75,532 6,576 8,182 11,700 454,955
RECEIVABLES WIIT FIN WIIT WIIT
SWISS
ADELANTE ICTW MATIKA COMM.IT ETAERIA TOTAL
WIIT FIN - 2,208 - - - - - - 2,208
WIIT 3,200,000 - - - - - - 3,332 3,203,332
WIIT SWISS - 1,192 - - - - - - 1,192
ADELANTE - 41,650 - - 59,373 - 29,615 - 130,639
ICTW - 22,017 - 1,188 - 4,498 - - 27,703
MATIKA - - - - 6,576 - - - 6,576
COMM.IT - - - 708 - - - - 708
ETAERIA - 13,923 - - - - - - 13,923
TOTAL 3,200,000 80,990 - 1,897 65,950 4,498 29,615 3,332 3,386,281

PAYABLES

Subsequent events to March 31, 2022

ESG Rating

On April 20, the parent company announced its position among the 50 best sustainable companies in the software and services sector, according to Sustainalytics' ESG Rating. An ESG Rating (or Sustainability Rating) is a score that certifies the solidity of an organisation from the standpoint of its environmental, social and governance performances and is to be regarded as complementary to traditional ratings, defined exclusively according to operating-financial indicators. WIIT has embarked on an ecological transition since its listing to become a sustainability ratings leader and to attract investments from the financial community, which looks to these matters with increasing interest, setting itself apart on the Software and Services market. In order to consolidate its ESG commitment and best tap into the opportunities presented by the ecological transition, in 2020 the Group launched an annual sustainability performances assessment process, supported by Sustainalytics, one of the world's most reputable ESG Ratings agencies. According to Sustainalytics, WIIT, thanks to the effective management of material sustainability topics, presents a low risk profile in terms of possible significant impacts from non-financial factors. In addition to not being subject to disputes in relation to ESG issues, WIIT has stood out for our excellent performance in corporate governance, earning a score of 14.8 for a "Low" ESG risk rating on a 5-tier scale from "Negligible" to "High". The rating positions WIIT's Sustainability Report in line with best market practice, highlighting its strong sense of responsibility towards stakeholders. WIIT was therefore recognised among the "ESG Industry Top Rated" by Sustainalytics, i.e. the 50 top performing Software & Services companies globally in this regard.

Stock Option Incentive Plans

The Shareholders' Meeting of WIIT S.p.A. of April 21, in ordinary session, approved the adoption of the "2022- 2027 Stock Option Plan" incentive plan. The details of the plans (including the enactment conditions and requirements) are outlined in the Board of Directors' illustrative report and in the related disclosure document, and confer upon the Board of Directors the widest powers necessary and/or useful for the complete and comprehensive enactment of the "2022-2027 Stock Option Plan" incentive plan. The Board has the right to identify the beneficiaries of these plans and, where appropriate, the maximum number of options to be assigned to each of them.

Update on business combinations

On May 10, the Extraordinary Shareholders' Meetings of the subsidiaries Adelante Srl, Matika Spa and Etaeria Spa were held to approve the merger proposal into WIIT S.p.A.. The parent company approved the project through the notarised Board of Directors of May 11.

Outlook

With reference to the situation regarding the conflict between Russia and Ukraine, the Group has no exposure to Russian or Ukrainian counterparties, either directly or indirectly. This situation is however generally impacting raw material costs, in particular the energy costs required for its servers. In order to ensure future margins, the Group has signed a contract with an energy company to stabilise the cost of energy for the coming four years.

In the first three months of 2022, despite the continued COVID-19 pandemic, the company maintained growth. Expectations regarding the COVID-19 pandemic confirmed the gradual lifting of restrictions on the basis of an accelerated vaccine campaign, while the WIIT Group continues its focus on measures to ensure safety at local offices in order to ensure that normal operations continue. The Group currently, on the basis of available information, does not expect an impact on the operating-financial results for the present year. Any future impacts on the operating-financial performance and on the equity situation of the Group, in addition to the business development plans, shall be assessed in view of the development and duration of the pandemic, both in Italy and overseas. No particular situations of insolvency among the company's customers are highlighted. There were no impacts on the financial statement items of a valuation nature (i.e. doubtful debt provision, inventory obsolescence provision, provisions for risks and charges) related to the COVID-19 pandemic. The Group has continued to support remote working, balanced with in-person work.

Milan, May 11, 2022 For the Board of Directors The Chairperson (Riccardo Sciutto)

Statement of the Executive Officer for Financial Reporting in accordance with article 154-bis, paragraph 2 of Legislative Decree No. 58/1998 (CFA)

The Executive Responsible for Financial Reporting declares in accordance with Article 154-bis, paragraph 2, of the Consolidated Finance Act, that the accounting information contained in the present Interim Report at March 31, 2022 corresponds to the underlying accounting documents, records and entries.

Milan, May 11, 2022 The Executive Officer (Stefano Pasotto)