Tinexta S.p.A. ($TNXT)

Good afternoon. This is the Chorus Call conference operator. Welcome, and thank you for joining the Tinexta Group consolidated results as of the 31st of March 2026 Presentation. [Operator Instructions] At this time, I would like to turn the conference over to Mr. Josef Mastragostino, Chief Investor Relations Officer. Please go ahead, sir.

Thank you, operator. Good afternoon, and good morning to the folks connecting from abroad. Thank you for joining Tinexta's First Quarter 2026 Results Presentation. Here with me today, Oddone Pozzi, Group Chief Financial Officer.

Good afternoon, and good morning.

As a reminder, all the relevant documentation of the first quarter results can be downloaded from the company website in the Investor Relations section. For the purpose of this call, I will cover some key highlights and updates of the call. Oddone, instead, will go over the first quarter financial results as well as the business unit's performance, providing us with a deep dive. The last part of the call will be dedicated to Q&A. A recording of this conference call will also be available on the company website and will be posted upon completion of this call. Without further ado, let me turn to Page 5 of the presentation, which is available on the website. Let's go directly to the KPIs. Revenues came in, in line with prior year at around EUR 106 million. EBITDA adjusted was EUR 15 million, declining 14% versus the prior year. EBITDA on a reported basis was EUR 14 million and net profit adjusted was EUR 1 million for the quarter. Net financial position came in at EUR 351 million versus the EUR 240 million of the fiscal year '25, with a very strong performance from free cash flow on an adjusted basis, growing 12% to EUR 35 million for the quarter. Let's turn to Page 6. Again, let me just deep dive on the non-counted numbers. So we said the net profit on an adjusted basis from continuing operations came in at around EUR 1 million, while net profit on a reported basis was negative EUR 5 million. The change in net financial position, which is important, mainly reflects the estimated value of the exercise of the call option on Bregal Milestone’s stake, which is at around EUR 137 million. The free cash flow on an adjusted basis from continuing operation was EUR 35 million compared to EUR 31 million in the prior year, reflecting strong cash generation from net working capital and provisions. NFP over last 12 months EBITDA adjusted was 3.49x. The middle part of the slide, we give you some key highlights of the single divisions and namely Digital Trust grew 0.4% versus the prior year. In terms of top line, EBITDA grew 1.3% and the EBITDA margin was still very strong at around 29.4%. Cyber had a challenging quarter with revenues declining 16% versus the prior year and EBITDA plummeted 61% versus the prior year with margins at around 5.4% for the quarter. Business Innovation grew on the top line 7.6%, while EBITDA declined a bit more than 40% with margins in the mid-single-digit range at around 6%. On the bottom section of the slide, you can see some of the recent events and updates, in particular, let us give the market some updates. This is all public information available on the website. Between March.. February 23 and March 20, the first window of acceptance period for the mandatory takeover on Tinextas shares promoted by private equity funds, Advent and Nextalia was obviously carried out. Between March 30 and April 7, 2026, the reopening of the terms of the MTO on Tinexta shares was again promoted by the offer. Even though the results were just shy of the 90% threshold, which were necessary to trigger the mandatory takeover and therefore, delisting procedure. In terms of the recent acquisitions, you can see in terms of purchases actually between April 8 and April 30, the offer diligently with all the requirements from Borsa Italiana purchases various shares on the market, in particular, in accordance with MAR in order to reach the threshold of around 90%, again, which will trigger the delisting process. You can find all the official documentation on the website. Turning to Page 7. I think most of the comments the numbers have been commented here. Maybe it's worth noticing again that the free cash flow is very strong at around 35%, but Oddone will definitely give you more color on that. In fact, for that matter, I will leave the floor to him.

Thank you, Josef. Good afternoon again, everybody. As anticipated here by Josef, you have seen that the quarter was almost basically aligned with the prior year results, while the group suffered a little bit on the margin side. Entering into different business units at Page 9, we are seeing that Digital Trust went up both in revenues and EBITDA, while definitely was less expected to have revenue falling down in cybersecurity by 16%, driving obviously an impact on the profitability. On Business Innovation, we had some good news in terms of revenue, especially on the completion of the 5.0 long walk through 3 different years. And, but on the other side, we suffer a bit, we suffered in France on AD. If we move to Page 10 to the P&L, we have seen that the revenue is basically flat and also that the personnel cost has been kept at basically flat compared to previous year, in some way anticipated the situation. The revenue mix and especially also the 5.0 in zero acceleration brought a higher utilization of third-party services that moved up from 38% incidents to close to 40% incident that is driving basically the erosion of a couple of points of the EBITDA. We have to consider as usual that the Q1 represent a portion well below 1/4 of the total year EBITDA. We are talking basically below 15%. So this is something that can be managed through the year where the group has already put in place some actions in order to confirm and achieve the year-end projections. In terms of depreciation basically flat compared to previous year. Financial income and charges, the only difference is related to last year, we got a profit on the cancellation of the put on Ascertia drew the gross to EUR 7 million profit that did not occur this year. For the rest, as anticipated by Josef, the net profit was basically negative by EUR 5 million compared to EUR 4 million of the previous year. Also this year, we had some no recurring specially costs Definitely this has been driven mostly by all the activities we incurred both on some M&A activity, but also on all the listing activities that the company has carried out during the process. If we go to the balance sheet at Page 12, the net invested capital went down quite significantly, definitely as expected. We had an organic decrease in terms of working capital of almost EUR 30 million. The higher level of billing that occurs in Q4 has been during the Q1 as usual. And we were able, as we will see during the presentation to deliver a very strong cash generation. So the invested capital went down, while the net financial position went up as the group decided to exercise the call on the 16% of the stake in Infocert by the private equity Bregal this brought basically to book that like item basically in the net financial position that is EUR 351 would say that almost 50% of this debt is related to future put and calls to be executed. It's not all financial debt bearing interest and cost. As a reverse of this, we have seen the shareholder equity going down to EUR 200. I think we on the LTM basis, obviously, the net investment capital went down to almost EUR 200 million. Obviously, half of this has been driven by the impairment that has been implemented at Q4 and the shareholder equity as both as part of the previous mentioned as well as obviously the loss of the previous year. On the if we move to Page 14, on the net on the basically the free cash flow from continue operation obviously, has been extremely positive. Basically, the free cash flow from continuing operations went up from EUR 31 million to almost EUR 35 million in the first quarter, significant growth at double digit. And if we look at LTM basis, basically, we are talking about more than EUR 74 million that is -- that again, is a confirmation of the strict financial policy and financial discipline, I would say, that we are able to put in place, especially on net working capital, improving year-on-year the capability of collect our receivable and the revenue we produce and a very strict control in the CapEx to confirm the financial discipline we have in place. Also if we -- again, if we move to Page 15. Again, you have seen that we do not have a major issue around the Q1, excluding basically the booking an estimate of potential cash out coming from the exercise of the put on the stake of Bregal as well as small addition to our portfolio of activity that we delivered during Q1, we acquired a couple of small company who complete our offer in basically in Digital Trust and business as well as we disposed business in the sixtema business that is part of Digital Trust cashing in one booking EUR 1.6 million cash. On the LTM basis, we have seen here the picture is more wide. I would say we have an important part of cash generation of the last 12 months. And obviously, last year, we distributed dividends for almost EUR 17 million. And obviously, the net between acquisition and disposal has been EUR 110 million debt because late last year, basically, we deconsolidated as a financial credit the deconsolidation of defense. I think it's very important to go to deep dive into the business unit. I would say if we deep dive in Digital Trust, we have to say that all went well if we exclude the performance of ABF and Ascertia. Ascertia had a not positive Q1 especially in terms of revenue and obviously also in terms of EBITDA. So basically, we had a quarter with no one-time sale of licenses that are generally fueling the growth on top of the traditional EUR 1 million recurring revenue that we have each month. Apart of Ascertia, we may say that the online sales grew almost 20%. This is very important and encouraging achievement we delivered as well as we were able to confirm the positive trend in other part of the business and still confirming the importance of the growth and the results of this area. CapEx has been aligned with previous year, confirming our capability to manage them. And again, the EBITDA is growing just 1.3%. But if we exclude Ascertia, I would say the revenue and the profitability would have been much more positive. On cybersecurity, I have to say this year is the level of drop of the revenue was definitely quite significant because we are talking about more than 15%. Security solution services, especially were down 20%, 24%, especially in lower sales in advisory as well as in managed security services. So we were definitely in this area weak in terms of especially on sales. On Technology Solutions, obviously, we are suffering about all the portion of the business mostly related to project and system integration is suffering. This is a situation of the segment. Especially we are suffering on activities in primary client in the banking sector that is also putting under pressure our profitability. We will continue in this area to recover profitability through to immediate cost cutting rebalancing of the cost with the revenue. At the same time, we are pumping up our portfolio trying to accelerate the recovery of Business Innovation, I would say business innovation, the situation some extent could be analyzed as the Digital Trust. So basically here, we suffered quite significantly because we deliver EUR 2 million less EBITDA in ABF than previous year, and this has been the major impact that we have. The situation in the market of subsidized financing in France is really tough and difficult. Basically, the level of the success rate went down quite significantly, basically has been half than previous year. And this is not related to our capability to provide service to companies. Definitely, the level of project accepted by the relevant public bodies has been severely reduced and this is driving, obviously, on one side, some issues in getting orders from the clients because in front of a potential lower probability of getting the project accepted by the relevant public bodies, sometimes difficult to get orders. On the other side, we may say that the level of positive responses for the relevant bodies are dropped. If you take out ABF and this situation, we have to say that at the end, we got a positive, finally a positive impact. So basically, what has been missed in Q4 last year on 5.0 has been recovered in Q1. In Q1, we booked a better results compared to previous year. So basically, the company was finally able to get the revenue or all the activity performed on the 5.0. We are now waiting starting from Q2 an acceleration on the new measure that we have, that is the [indiscernible] for which sales have already started. And we do expect that some major clarification that should occur over the next weeks will put our sales force in the position to collect all the orders that are expected by from this new measure. So overall, this is the situation. The revenues went up 7%. There's been some pressure on the mix of the revenue we deliver also because the 5.0 has been requested to deliver in a very small amount of time, and this required additional effort from external resources being able to perform all the activities until the expiring of the measure. so basically, this is the situation, then I leave to Josef that will complete talking about the guidance.

Yeah, As you all know, the Board of Directors convened today, and they obviously confirmed, as you have read on the official documents, press releases and presentation, the guidance, which includes revenues growing 3% to 4% versus the prior year in terms of top line, EBITDA adjusted growing 6% to 7% versus the prior year and leverage ratio to end around that is NFP over adjusted EBITDA to end around 3.1 to 3.3x. Obviously, there are key initiatives being already put in place in terms of implementation and action plans that containing operating costs as extensively underlined. At this point, I would open the call for...

Sorry, your last word just cut out just to let you know, but we have the first question from Aleksandra Arsova of Equita.

A couple of questions from my side. The first one, just a follow-up on what you said at the very beginning on the delay of the postponing of the reverse merger since you're aiming to reach the 90% without threshold, which is the new threshold according to the updated to regulation. But since this new regulation came into effect after the end of the original tender offer period. So I was wondering if you have received a sort of formal confirmation by CONSOB that you can apply this new rule also retroactively to this, let's say, to this deal to the tender offer. And the second one is on the call you recorded for Infocert for the 16% stake. If I read it correctly, you booked EUR 137 million for the 16%. So I was wondering if you can share with us what is the implied valuation in terms of multiples in this EUR 137 million.

Hi Aleksandra, I'll take the first one and Oddone will take the second one. So in terms of the information that you're asking, first of all, obviously, it's the offerer who is acting in terms of the mandatory takeover. We know about the new, but that I think will be approved in June or something like that. In terms of the information that you see on the public press release, what has been mentioned is basically that the reverse merger has already been put in place or at least the initial works have been put in place and that accordingly, we basically the offer has almost reached the 90% threshold. I think that pretty much is the information that you guys need. In terms of retroactively, I cannot confirm if that is the case. We know that the TUFA was obviously amended and will make the processes easier. But let's keep it factual. Let's keep and stick to what is on the press release. So I will just say that we confirm what the press release is actually saying, and we also confirm all the already and public information in terms of the purchases made by the offer to reach the 90% threshold. Just give us a second for the second question.

Okay. Yes, going to the second question. So basically, we applied our view on the calculation of the value of the acquisition of the 16%. so basically, this has been internally calculated based on the information and on our view how this is going to be calculated. So the process is currently ongoing as a normal M&A deal. And we are dialoguing with the counterpart and the process is following. There is no -- definitely is a complete calculation of -- based on the agreement between the 2 parties.

[Operator Instructions] Gentlemen, at this time, there are no questions registered.

All right. Thank you very much, operator, and thank you.

Thank you.

Bye.

Ladies and gentlemen, thank you for joining. The conference is now over, and you may disconnect your telephones.