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Wiit Interim / Quarterly Report 2024

May 10, 2024

4197_ir_2024-05-10_2d1b1b1f-f1c5-4a8a-b96d-f1592b434fa6.pdf

Interim / Quarterly Report

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WIIT Group

Interim Financial Report at March 31, 2024

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, 2024

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

4 | Interim Financial Report at March 31, 2024

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 also marginally Colocation) and the provision of infrastructure configuration, management and control services which guarantee uninterrupted functionality and availability.

The Group provides secure 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) applications 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) and all the non-interruptible business applications.

The Group mainly operates through its own Data Centers, three of which are TIER IV certified (maximum reliability level) by the Uptime Institute, two in Milan and the third in Dusseldorf.

By providing Group 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. These are supported by the company's cyber security services, ensuring IT security internally and for its customers. Customers can also access Business Continuity and Disaster Recovery services, (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. Within its core 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.

The principal categories of service that the Group offers its customers are: Specifically, a description of services starting from Colocation, the most simple service, and then moving up to the Infrastructure as a Service category which forms the underlying component for the provision of other more advanced services - up to the more complex SaaS Digital Process Transformation service. The Datacenter Infrastructure layer is the basic layer on which the services provided by the Group are developed, and can be either Private or Public in a Hybrid Cloud logic.

Colocation: involves making the physical space and the energy used by the client infrastructure available within the Data Centers in Germany.

IaaS (Infrastructure as a Service): the provision of servers, storage and networks and relative Performance Monitoring and Backup services;

PaaS (Platform as a Service): is the layer dedicated to managed services, such as the provision of on-demand databases, ERP, smart working, cyber security and Kubernetes, , which include corrective and adaptive maintenance and the development of new functionalities;

Digital Process Transformation: : Software platforms and applications made available to the client as "services" and which also include the Digital Process Transformation offer, i.e. end-to-end services for the digital management of entire business processes which are part of the customer value chain.

Services are usually provided through a standard contract type for all categories (IaaS, PaaS, Digital Process Transformation) and combined within a single all-inclusive price structure and contract.

Contract duration is generally between three and five years and usually with automatic renewal for periods of equal length (unless terminated in the six months before the expiration date). 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 three TIER IV Data Centers (maximum reliability level) certified by the Uptime Institute, two of which are located in Milan and one in Düsseldorf. To date in Europe only a select number of Data centers are TIER IV certified by the Uptime Institute in the "Constructed Facility" category (https://uptimeinstitute.com/tiercertification/construction) The Group as a whole also has sixteen Data Centers, particularly in Castelfranco Veneto, Düsseldorf, Stralsund, Limburgerhof and Munich.

In relation to its operating structure and Data Centers, the Parent Company has achieved international certifications, particularly in terms of management, security and continuity for its services such as ISO20000 (Service Management), ISO27001, ISO27017, ISO27018, ISO27035 (Information Security Management), and ISO22301 (Business Continuity Management) certifications and with service provision certified to the ITIL (Infrastructure Library) standard.

The parent company has an integrated management system for all the aforementioned certifications, for all the activities relating to:

  • Infrastructure provision and management IaaS on premises, own and third-party DataCenters.
  • Enterprise Application Environments Operating Services, SAP and non-SAP.
  • Disaster Recovery and Managed Backup on proprietary (PaaS) and non-proprietary (Pure Managed Services) technologies.
  • Information Security, Cyber Security and Security Operation Center Services.
  • Desktop Management and Application Management Services.

The correct management and protection of data and information managed through its IT systems is guaranteed through the Parent Company's receipt in 2012 of the I 27001 certification (international standard setting the requirements for information technology security management systems). It also developed and adopted an operational continuity method based on ISO 22301, promoting a structured approached not based only on technology, but capable of addressing all processes involved in operational recovery.

The parent company also applied international standard ISO 27035 for the organisation and proper management of the information security incident response processes.

Further to these certifications, the Parent 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 Business Process Outsourcing BPO Operations (Italy)
  • SAP Cloud and Infrastructure Operations (Italy and Germany)
  • SAP DevOps (Italy)
  • SAP HANA Operations (Italy and Germany)
  • SAP Hosting Operations (Italy and Germany)
  • SAP Business Suite Solutions Operations (Italy)

Corporate Boards

BOARD OF DIRECTORS

- Chairperson Riccardo Sciutto Chief Executive Officer Alessandro Cozzi Executive Director Francesco Baroncelli Executive Director Enrico Rampin Director Stefano Pasotto Director Chiara Grossi Independent Director Annamaria di Ruscio Independent Director Nathalie Brazzelli

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 Luca Valdameri

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

Shareholders

IIT .p. .'s main shareholders at March 31, 2024 are:

Shareholder Number of shares held
31.12.2023
%
Alessandro Cozzi (*) 15,822,202 56.47%
Treasury shares 1,905,337 6.80%
Market 10,293,121 36.73%
TOTAL 28,020,660 100%
FREE FLOAT (Treasury shares and Market) 12,198,458 43.53%

(*) Alessandro Cozzi and companies relating to him

For the latest information, see the Wiit Group Investor Relations section under " hare information".

' p

Significant events

Updates on business combinations and new acquisitions during the year

On January 24, 2024, the Group announced that an agreement had been signed by WIIT AG, a wholly-owned subsidiary of WIIT S.p.A., with the German company German Edge Cloud GmbH & Co. KG ("GEC"), belonging to the Fridhelm Loh Group, for the acquisition of the "Edge Cloud" business unit, for a fixed price of Euro 2.5 million, plus a potential earnout of up to Euro 4 million linked to specific result targets. On signing the acquisition agreement, the sum of Euro 608 thousand was paid. Subsequently, on April 2, 2024, the transaction was closed. This acquisition sees the Group expand its presence in the strategic Frankfurt area, acquiring a portfolio of 40 loyal customers and strengthening the team in Germany with the arrival of new, highly qualified professionals.

On March 26, 2024, the Group announced the signing of an agreement by WIIT S.p.A. to fully acquire Econis AG. Econis AG, a Zurich-based company, is a Managed Services Provider focused on providing Private Cloud infrastructure design, implementation and management services for the Banking, Health Care and Manufacturing sectors in German-speaking Switzerland. The services offered can be summarised as follows: - Managed Services: Recurring services for the management of private cloud infrastructures on its own infrastructure or at customer infrastructure; - Consulting: IT infrastructure consulting services, including Cyber Security, and particularly delivered to new customers as a key to Managed Services; - HW/SW Trading: Resale of cloud infrastructure when initiating relationships with new customers or renewing the infrastructure of existing customers.

On April 30, 2024, the full acquisition of Econis AG was finalised. The price paid was CHF 770 thousand. Representations and warranties, common in this kind of transaction, covered by an insurance policy (W&I) were made by the sellers.

Significant contracts

impact reduction projects.

On January 18, 2024, WIIT S.p.A. obtained a loan worth Euro 10 million, backed by SACE's Green Guarantee. The move is part of Intesa Sanpaolo's broader plan to support corporate investment in environmental transition and objectives related to the National Recovery and Resilience Plan. The funding will support the pursuit of the Environmental Goals (WIIT4Climate), and specifically will go towards purchasing new servers, storage and software. The exponential increase in digital traffic volumes is forcing ICT companies to adopt energy-efficient solutions and move toward renewable energy production and procurement. To meet this need, Cloud Providers and companies that own data centers are seeking innovative technology solutions to reduce business energy consumption. Intesa Sanpaolo considers it crucial to promote the development of a sustainable economy and, thanks in part to its collaboration with SACE, it supports companies (and especially SMEs) in sustainability, innovation and environmental

Other information

On January 19, 2024, WIIT S.p.A. announced that, pursuant to Article 2-ter, Paragraph 2, of Consob Regulation No. 11971/1999 (the "Issuers' Regulation"), it no longer qualifies as a "Small and Medium Enterprise" ("SME") pursuant to Article 1, Paragraph 1, Letter w-quater.1), of Legislative Decree No. 58/1998 (the "CFA") from January 1, 2024, having exceeded the market capitalization threshold of Euro 500 million for three consecutive years (2021, 2022 and 2023).

Share price and volumes

01.01.2023 – 31.03.2023 Period

Source: Bloomberg.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31.03.2024 31.12.2023
ASSETS
Intangible assets 57,811,850 58,224,012
Goodwill 121,077,831 121,077,831
Right-of-use 13,231,082 11,870,441
Property, plant and equipment 8,932,784 8,737,760
Other tangible assets 50,318,441 46,250,182
Deferred tax assets 1,725,342 1,724,090
Equity investments 5 5
Non-current contract assets 24,356 24,356
Other non-current financial assets 745,983 686,944
NON-CURRENT ASSETS 253,867,675 248,595,622
Inventories 453,542 166,980
Trade receivables 29,303,338 25,842,136
Trade receivables from holding company 0 0
Current financial assets 6,671,042 11,602,736
Current contract assets 0 0
Other receivables and other current assets 11,237,520 9,195,557
Cash and cash equivalents 19,181,624 13,690,212
CURRENT ASSETS 66,847,066 60,497,621
TOTAL ASSETS 320,714,741 309,093,243

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31.03.2024 31.12.2023
H
HO
' QU
N
B
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 5,992,247 5,576,744
Treasury shares in portfolio reserve (30,314,419) (30,566,915)
Reserves and retained earnings (accumulated losses) 9,420,905 1,074,273
Translation reserve 24,995 22,610
Group net result 3,048,576 8,285,649
G OU
H
HO
' QU
36,133,487 32,353,545
Result attributable to non-controlling interests 12,393 60,982
Non-controlling interest equity 146,448 195,037
TOTAL SHAREHOLDERS' EQUITY 36,279,936 32,548,583
Payables to other lenders 19,752,428 13,289,335
Non-current financial indebtedness related to Bond facilities 157,139,878 157,442,669
Bank loans 25,092,875 27,805,467
Other non-current financial liabilities 12,850 331,938
Employee benefits 3,542,582 3,042,572
Provisions for risks and charges 567,886 567,886
Deferred tax liabilities 14,465,548 14,779,476
Non-current contract liabilities 109,882 109,882
Other payables and non-current liabilities 101,066 60,566
NON-CURRENT LIABILITIES 220,784,997 217,429,793
Payables to other lenders 6,309,774 7,695,550
Current financial indebtedness related to Bond facilities 7,906,957 7,897,960
Short-term bank loans 12,454,784 12,120,143
Current income tax liabilities 3,254,856 2,857,006
Other current financial liabilities 330,334 948,035
Trade payables 21,122,126 18,294,275
Trade payables to holding company (0) 0
Current contract liabilities 4,239,517 3,492,306
Other payables and current liabilities 8,031,458 5,809,591
CURRENT LIABILITIES 63,649,808 59,114,866
TOTAL LIABILITIES 284,434,805 276,544,659
TOTAL LIABILITIES & SHARE. EQUITY 320,714,741 309,093,243

CONSOLIDATED INCOME STATEMENT

31.03.2024 31.03.2023 Adjusted
31.03.2024
Adjusted
31.03.2023
REVENUES AND OPERATING INCOME
Revenues from sales and services
Other revenues and income
33,227,403
301,845
31,551,817
241,474
33,227,403
301,845
31,551,817
241,474
Total revenues and operating income 33,529,248 31,793,291 33,529,248 31,793,291
OPERATING COSTS
Purchases and services
Personnel costs
Amortisation, depreciation and write-downs
Provisions
Other costs and operating charges
(11,566,295)
(9,174,841)
(7,037,567)
(15,000)
(218,724)
(11,914,529)
(8,600,323)
(6,279,394)
(168,905)
(293,243)
(11,477,494)
(9,082,137)
(5,867,606)
(15,000)
(218,724)
(11,226,548)
(8,252,632)
(5,148,857)
(168,905)
(293,243)
Change in Inventories of raw mat., consumables
and goods
286,563 8,000 286,563 8,000
Total operating costs (27,725,865) (27,248,395) (26,374,398) (25,082,185)
EBIT 5,803,383 4,544,896 7,154,850 6,711,106
Profit (Losses) from equity-accounted investees
Financial income
Financial expense
Exchange gains/(losses)
0
87,476
(1,998,868)
(863)
0
6,793
(1,752,136)
(4,577)
0
87,476
(1,998,868)
(863)
0
6,793
(1,752,136)
(4,577)
PROFIT BEFORE TAXES 3,891,128 2,794,977 5,242,595 4,961,187
Income taxes (830,159) (607,120) (1,153,791) (1,077,467)
NET PROFIT 3,060,969 2,187,857 4,088,804 3,883,720

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 the measurement at equity of investments) 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 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 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 the measurement at equity of investments), amortisation, depreciation, writedowns and provisions, professional merger & acquisition (M&A) services, personnel internal reorganisation costs, 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 '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 homogeneous 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 the measurement of investments at equity). 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 homogeneous 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 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), amortisation, depreciation and writedowns, professional merger & acquisition (M&A) services, personnel internal reorganisation costs, 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 '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; customer list, exclusive contracts and platform and Data Center amortisation, related to the 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, personnel internal reorganisation costs, Put&Call options costs, 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, exclusive contracts and platform and Data Center amortisation, related to the acquisitions 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 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.

Adjusted operating revenues and income was up 5.5% on the same period of 2023. This strong result reflects the Company's healthy income statement and the regard in which the IIT Group is held among its customer base as a high-quality and cost competitive player. The increase is due to organic growth as the Group's scope remained unchanged.

The value of production, EBITDA, profit before taxes and net profit for the first three months of 2024, compared with the same period of 2023, are shown in the following table.

Q1 2024 Q1 2023 Q1 2024
Adjusted
Q1 2023
Adjusted
%
Adj.Cge.
Total revenues and operating
income
33,529,248 31,793,291 33,529,248 31,793,291 5.5%
EBITDA 12,855,950 10,993,195 13,037,455 12,028,868 8.4%
EBIT 5,803,383 4,544,896 7,154,850 6,711,106 6.6%
Profit before taxes 3,891,128 2,794,977 5,242,595 4,961,187 5.7%
Consolidated net profit 3,060,969 2,187,857 4,088,804 3,883,720 5.3%

Adjusted EBITDA was up 8.4% on the same period of 2023, a 38.9% margin on revenues and operating income, increasing on the same period of the previous year, thanks to the concentration on Cloud services, the optimisation of the process and operating services organisation, cost synergies, and the ongoing improvement in the margin of the acquirees.

The djusted consolidated net profit excludes the effects from M 's for Euro 15 thousand, costs for the stoc options and stock grant plans of Euro 155 thousand, the costs for Euro 6 thousand related to the reorganisation of internal personnel and the amortisation and depreciation deriving from the Purchase Price Allocations regarding the acquisitions for Euro 0.870 million, net of the tax effects of the above items. Financial expense in Q1 2024 principally concerned the effects of interest on the bond loans for Euro 1,304 thousand.

EY FI CI (€mn

The Q1 2024 reclassified income statement of the company is compared below with the same period of the previous year (in Euro):

Q1 2024 Q1 2023 Q1 2024
Adjusted
Q1 2023
Adjusted
Revenues and operating income 33,529,248 31,793,291 33,529,248 31,793,291
Purchases and services (11,566,295) (11,914,529) (11,477,494) (11,226,548)
Personnel costs (9,174,841) (8,600,323) (9,082,137) (8,252,632)
Other costs and operating
charges
(218,724) (293,243) (218,724) (293,243)
Change in inventories 286,563 8,000 286,563 8,000
EBITDA 12,855,950 10,993,195 13,037,455 12,028,868
EBITDA Margin 38.3% 34.6% 38.9% 37.8%
Amortisation, depreciation &
write-downs
(7,052,567) (6,448,299) (5,882,606) (5,317,762)
EBIT 5,803,383 4,544,896 7,154,850 6,711,106
EBIT Margin 17.3% 14.3% 21.3% 21.1%
Income and charges (1,912,255) (1,749,920) (1,912,255) (1,749,920)
Income taxes (830,159) (607,120) (1,153,791) (1,077,467)
Net Profit 3,060,969 2,187,857 4,088,804 3,883,720

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 31.03.2024 31.03.2023 31.03.2024
Adjusted
31.03.2023
Adjusted
ROE Net profit / equity 8.44% 19.48% 6.05% 28.81%
ROI EBIT / Capital employed 1.81% 5.36% 2.23% 7.66%
ROS EBIT / Value of production 17.31% 14.30% 21.34% 21.11%

Statement of financial position highlights

The reclassified balance sheet of the Group at March 31, 2024 is compared with the previous year below (in Euro):

31.03.2024
Consolidated
31.12.2023
Consolidated
Net intangible assets 178,889,682 179,301,843
Net tangible assets 72,482,308 66,858,383
Equity investments and other financial assets 5 5
Other long-term receivables 770,339 711,300
Deferred tax assets 1,725,342 1,724,090
Fixed assets 253,867,675 248,595,622
Inventories 453,542 166,980
Current trade receivables 29,303,338 25,842,136
Current financial assets 6,671,042 11,602,736
Other receivables 11,237,519 9,195,557
Cash and cash equivalents 19,181,624 13,690,212
Current assets 66,847,065 60,497,621
Capital employed 320,714,741 309,093,243
Bank loans (within one year) 12,454,784 12,120,143
Financial indebtedness related to Bond facilities (within one year) 7,906,957 7,897,960
Payables to other lenders (within one year) 6,309,774 7,695,550
Payables to suppliers (within one year) 21,122,126 18,294,275
Tax payables and social security institutions 3,254,856 2,857,006
Other current financial liabilities 330,334 948,035
Other payables 12,270,976 9,301,897
Current liabilities 63,649,808 59,114,866
Post-employment benefits 3,542,582 3,042,572
Bank loans (beyond one year) 25,092,875 27,805,467
Financial indebtedness related to Bond facilities (beyond one year) 157,139,878 157,442,669
Payables to other lenders (beyond one year) 19,752,428 13,289,335
Provisions for risks and charges 567,886 567,886
Other non-current financial liabilities 12,850 331,938
Other medium/long-term payables 109,883 109,884
Other payables and non-current liabilities 101,066 60,566
Deferred tax payables 14,465,548 14,779,476
Medium/long-term liabilities 220,784,996 217,429,793
Minority interest share capital 284,434,804 276,544,659
hareholders' Equity 36,279,936 32,548,583
Own funds 36,279,936 32,548,583
Own funds & Minority interest share capital 320,714,741 309,093,243

Main notes to the statement of financial position

The value of fixed assets remains substantially unchanged as the effect of investments for approx. Euro 12.2 million in the period was partly offset by amortisation and depreciation of approx. Euro 5.9 million.

New right-of-use (IFRS 16) contracts were signed in the first three months of the year for Euro 8.3 million. Strong cash flows were generated from operating activities in the first quarter of 2024. Payables to other lenders includes approx. Euro 8.3 million for investments in Q1 2024, of which Euro 5.7 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.

31.03.2024 31.03.2023
Net profit from continuing operations 3,060,969 2,187,857
Adjustments for non-cash items 10,437,898 9,021,231
Cash flow generated from operating activities before working capital changes 13,498,866 11,209,088
Changes in current assets and liabilities (2,336,015) (822,493)
Changes in non-recurring current assets and liabilities 728,672 (20,336)
Cash flow generated from operating activities (2,092,714) (2,205,878)
Net cash flow generated from operating activities (a) 9,798,809 8,160,382
Net cash flow used in investment activities (b) 3,021,784 (11,580,585)
Net cash flow from financing activities (c) (7,329,183) 5,579,464
Net increase/(decrease) in cash and cash equivalents (a+b+c) 5,491,412 2,159,263
Cash and cash equivalents at end of the period 19,181,624 33,617,342
Cash and cash equivalents at beginning of the period 13,690,212 31,458,079
Net increase/(decrease) in cash and cash equivalents 5,491,412 2,159,263

Key Financial Indicators

The net financial position at March 31, 2024 was as follows:

31.03.2024 31.12.2023
A - Cash and cash equivalents 19,181,624 13,690,212
B - Securities held for trading 0 0
C - Current financial assets 6,671,042 11,602,736
D - Liquidity (A + B + C) 25,852,666 25,292,948
E - Current bank loans (12,454,784) (12,120,143)
F - Other current financial liabilities (330,334) (948,035)
G - Payables to other lenders (6,309,774) (7,695,550)
H - Current financial indebtedness related to Bond facilities (7,906,957) (7,897,960)
I - Current financial debt (E + F + G + H) (27,001,850) (28,661,688)
J - Current net financial debt (I - D) (1,149,185) (3,368,740)
K - Bank loans (25,092,875) (27,805,467)
L - Payables to other lenders (19,752,428) (13,289,335)
M - Non-current financial indebtedness related to Bond facilities (157,139,878) (157,442,669)
N - Other non-current financial liabilities (12,850) (331,938)
O - Trade payables and other non-current payables 0 0
P - Non-current financial debt (K + L + M + N + O) (201,998,031) (198,869,409)
Q - Group net financial debt (J + P) (203,147,216) (202,238,149)
- Lease payables IFRS 16 (current) 3,545,602 2,585,627
- Lease payables IFRS 16 (non-current) 8,012,956 7,998,155
R - Net financial debt excluding the impact of IFRS 16 for the Group (191,588,658) (191,654,367)

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".

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.

In the first three months, strong operating cash flows were generated, reflecting investments for approx. Euro 12.2 million, mainly due to the acquisition of IT infrastructure and software for new orders and technology updates. Payables to other lenders includes approx. Euro 8.3 million for investments in Q1 2024, of which Euro 5.7 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.

31.03.2024 31.03.2023
Primary liquidity Current Assets / Current Liabilities 1.05 1.04
Debt Third-party capital / Own capital 1.76 1.17

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

EMARKET
SDIR
CERTIFIED
CONSOLIDATED CASH FLOW STATEMENT 31.03.2024 31.03.2023
Net profit from continuing operations 3,060,969 2,187,857
Adjustments for non-cash items:
Amortisation, depreciation, revaluations and write-downs 7,052,567 6,448,299
Change in employee benefits 500,010 (35,960)
Increase (decrease) provisions for risks and charges (15,000) (168,905)
Financial income and expenses 1,912,255 1,749,920
Income taxes 830,159 607,120
Other non-cash charges/(income)* 157,907 420,757
Cash flow generated from operating activities before working capital changes 13,498,866 11,209,088
Changes in current assets and liabilities:
Decrease (increase) in inventories (286,563) (61,962)
Decrease (increase) in trade receivables (3,537,219) (4,018,032)
Increase (decrease) in trade payables 2,827,850 2,757,556
Increase (decrease) in tax receivables and payables 397,851 (906,772)
Decrease (increase) in other current assets (4,029,546) 1,266,683
Increase (decrease) in other current liabilities 2,291,612 140,034
Decrease (increase) in other non-current assets (59,039) 14,305
Increase (decrease) in other non-current liabilities 40,500 499,513
Decrease (increase) in contract assets 0 (371,440)
Increase (decrease) in contract liabilities 747,210 (162,714)
Income taxes paid (1,215,084) (1,334,383)
Interest paid/received (877,631) (871,495)
Cash flows generated from operating activities (a) 9,798,809 8,160,382
Net increase intangible assets (1,673,124) (3,082,773)
Net increase tangible assets (2,224,370) (2,128,841)
Decrease (increase) investing activities 6,919,278 0
Cash flows from business combinations net of cash and cash equivalents 0 (6,368,971)
Cash flows used in investing activities (b) 3,021,784 (11,580,585)
New financing 0 12,000,000
Repayment of loans (2,377,951) (1,362,270)
Bond principal repayment (1,328,418) 0
Lease payables (3,198,753) (2,552,562)
Payment of deferred fees for business combinations 0 (500,000)
Drawdown (settlement) other financial investments (424,061) (6,532)
(Purchase) Use of treasury shares 0 (1,999,171)
Cash flows from financing activities (c) (7,329,183) 5,579,464
Net increase/(decrease) in cash and cash equivalents a+b+c 5,491,412 2,159,263
Cash and cash equivalents at end of the period 19,181,624 33,617,342
Cash and cash equivalents at beginning of the period 13,690,212 31,458,079
Net increase/(decrease) in cash and cash equivalents 5,491,412 2,159,263

Financial Instruments

The Group does not have any derivative financial instruments at March 31, 2024.

Treasury shares or Parent Company shares

In accordance with Article 2428 points 3) and 4) of the Civil Code, the Parent Company holds 1,905,337 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, 2024, the 1,905,337 treasury shares (6.80% of the share capital) held by Wiit S.p.A. are recorded in the financial statements at a total value of Euro 30,314,418.83.

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, 2024 was Euro 34,410,386.22.

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 2024, 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 2024.

Environment

During the initial month of 2024, no environmental damage was declared against the company. No penalties were incurred by the Group for offences or environmental damage in Q1 2024.

26 | Interim Financial Report at March 31, 2024

Transactions with subsidiaries, associates, holding companies

COSTS WIIT
FIN
WIIT WIIT SWISS MYLOC BOREUS GECKO CODEFIT LANSOL GMBH LANSOL
DATACENTER
WIIT AG GLOBAL TOTAL
REVENUES WIIT FIN - 124,750 - - - - - - - - - 124,750
WIIT - - - 151,710 44,686 6,727 - 2,001 - 6,497 19,172 230,792
WIIT SWISS - - - - - - - - - - - -
MYLOC - 1,769 - - - 9,150 - 1,547 - 22,000 - 34,466
BOREUS - - - 20,070 - 54,741 - - - - - 74,811
GECKO - - - 26,045 32,359 - - - - - - 58,404
CODEFIT - - - - - - - - - - - -
LANSOL GMBH - - - 18,283 - - - - - - - 18,283
LANSOL DATACENTER - - - - - - - - - - - -
WIIT AG - - - 246,994 138,791 91,000 - 125 - - 629 477,538
GLOBAL - - - 8,675 - - - - - - - 8,675
TOTAL - 126,519 - 471,777 215,835 161,618 - 3,673 - 28,497 19,801 1,027,720
RECEIVABLES WIIT
FIN
WIIT WIIT SWISS MYLOC BOREUS GECKO CODEFIT LANSOL GMBH LANSOL
DATACENTER
WIIT AG GLOBAL TOTAL
WIIT FIN - 1,897,270 - - - - - - - - - 1,897,270
WIIT - - - 7,376 - - - - - - - 7,376
WIIT SWISS - - - - - - - - - - - -
MYLOC - 21,464,450 - - 3,500,000 3,500,000 - 1,287,586 - 912,647 619,744 31,284,426
BOREUS - 128,141 - - - 15,217 - - - 3,669 - 147,026
GECKO - 6,727 - - 20,281 - - - - 1,264 - 28,272
PAYABLES CODEFIT - - - - - - - - - - - -
LANSOL GMBH - 2,001 - 249 - - - - - 158 - 2,408
LANSOL DATACENTER - - - - - - - - - - - -
WIIT AG - - - 7,538 - - - 1,264,717 - - 203,660 1,475,916
GLOBAL - 57,600 - - - - - - - 682 - 58,282

It should also be noted that two other related parties have been identified with which the Company has conducted business relations at arm's length:

  • Immo 2 S.r.l.: costs of Euro 15 thousand, fully settled at 31.03.2024. The company is considered a related party of Wiit S.p.A by way of Michele Pagliuzzi, company representative of Wiit S.p.A. and Chief Executive Officer of Immo 2 S.r.l.
  • ABC Capital Partners S.r.l.: revenues of Euro 1,750. The company is considered a related party of Wiit S.p.A. due to the positions of Alessandro Cozzi and Francesco Baroncelli, both Directors of Wiit S.p.A. and ABC Capital Partners S.r.l..

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.

Subsequent events to March 31, 2023

On April 2, 2024, the purchase was finalised of the "Edge & Cloud" business unit from the German company German Edge Cloud GmbH & Co. KG ("GEC") through the subsidiary WIIT AG. This acquisition sees the Group expand its presence in the strategic Frankfurt area, acquiring a portfolio of 40 loyal customers and strengthening the team in Germany with the arrival of new, highly qualified professionals.

On April 12, the deed of merger between the companies Lansol, Global Access, myloc Managed IT and Boreus (jointly, the "Incorporated Companies" into IIT G was registered with the relevant offices, effective for civil law purposes as of April 15, 2024, while the accounting and tax effects will run from January 1, 2024. The integration of the subsidiaries is an important step in our Cloud4Europe project, which seeks to position the WIIT Group as a European leader in the cloud for critical applications and infrastructure. This underscores our commitment to the German market and our ambition to offer excellent WIIT-branded cloud services to our customers. This merger will enable WIIT AG 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.

On April 30, 2024, the full acquisition of Econis AG was finalised. The price paid was CHF 770 thousand. Representations and warranties, common in this kind of transaction, covered by an insurance policy (W&I) were made by the sellers.

Outlook

The Wiit Group at March 31, 2024 has a marginal exposure to the Russian, Ukrainian and Israeli markets. Group revenues from Russia in Q1 2024 amounted to Euro 24 thousand, with those from Ukraine totalling Euro 67 thousand, and from Israel amounting to Euro 2 thousand. The Directors do not consider that either direct or indirect risks may arise from such trade relations, despite the fact that the Russian-Ukrainian and Israeli conflict is generally driving the cost of raw materials higher.

The WIIT Group, thanks to the strong commercial pipeline following the winning of new customers and the renewal of long-term contracts, expects to see continued growth in 2024 and in line with market expectations. The focus remains on improving the EBITDA margin based on the growth of core revenues and of value added services, greater optimisation in process and operating services organisation, cost synergies and the continual improvement of the margin due to the merger of the German subsidiaries into WIIT AG, in spite of a prudent estimate of expected energy costs in line with the previous year. Finally, M&A scouting in the "D-A-CH zone" continues in line with the growth strategy, and the German market continues to represent a significant opportunity for the Group's expansion in Europe.

Milan, March 15, 2023 On behalf of 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, 2024 corresponds to the underlying accounting documents, records and entries.

Milan, March 15, 2023 The Executive Officer for Financial Reporting (Stefano Pasotto)