PRESS RELEASE

WIIT S.p.A. Board of Directors approves 2020 separate financial statements and consolidated financial statements1

Sales rise further (+54.9%), driven by contracts extension to existing customer, the acquisition of new customers and the consolidation of myLoc in the fourth quarter of the year

Focus on higher added value products and continually expanding Cloud services market

Long-Term Backlog expansion of 32.6% to Euro 100 million at January 1st, 2021

The WIIT Group reports for 2020:

  • Adjusted Consolidated Revenues of Euro 52.5 million (Euro 33.9 million in 2019), +54.9% on the previous year; increase driven by organic growth, a focus on higher added-value services, increasing cross-selling on customers of acquirees of the WIIT Group and their consequent consolidation (in particular myLoc in Q4 2020), the acquisition of new customers and a continually-expanding cloud services market.

  • Consolidated Adjusted EBITDA of Euro 18.3 million (Euro 13.2 million in 2019), +38.8% on 2019, thanks to the concentration on Cloud services, the degree of optimisation of process and operating services organisation, cost synergies, and the ongoing improvement in the margin of acquirees; margin on revenue of 34.8%.

  • Adjusted Consolidated EBIT of Euro 9.0 million (Euro 6.8 million in 2019), +33.0% on 2019, with a 17.2% margin on revenue, despite the increase in amortisation, depreciation and write-downs from Euro 6.4 million (in 2019) to Euro 9.3 million.

  • Adjusted Net profit of Euro 6.1 million, up 8.7% on Euro 5.6 million in 2019 (net of the "Patent Box" effect of Euro 1 million in 2019 referring to the 2015-2019 accumulated benefit). The 2020 amount does not include the benefit of the Patent Box, currently being defined

  • Adjusted Net Financial Position amounting to a net debt of Euro 95.3 million (Euro 25.5 million at December 31, 2019). The Adjusted Net Financial Position includes the IFRS 16 effect for Euro 9.0 million (Euro 5.5 million in 2019). This amount includes, in particular, the debt for the acquisition of myLoc at the end of September 2020 for approx. Euro 55 million (including the IFRS 16 effect and bank fees) and for the acquisition and payment of the earnouts relating to Etaeria S.r.l. (now Etaeria S.p.A.) and Aedera S.r.l. for a total of Euro 13 million, both concluded in January 2020. This value does not include the valuation of treasury shares in portfolio for approximately Euro 24.3 million at market value as at December 31, 2020.

1) For the definitions of EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, Net Financial Position/Net Debt, Adjusted net profit, reference should be made to the "Alternative performance indicators" at the end of this Press Release.

  • 2020 pro-forma data1:

    - Consolidated pro-forma revenues of Euro 65.4 million;

    - Consolidated pro-forma Adjusted EBITDA of Euro 24.7 million, with margin on revenue of 37.7%;

    -

    Consolidated pro-forma Adjusted EBIT of Euro 12.4 million, with a margin on revenue of 19.0%;

    - Consolidated pro-forma Adjusted net profit of Euro 9.3 million.

  • Proposed dividend of Euro 1,05 for each WIIT share.

  • Call notice for the Ordinar Shareholders' Meeting on May 5, 2021.

  • 2020 "Sustainability Report" approved on a voluntary basis.

Milan, March 19, 2021 - In its meeting today the Board of Directors of WIIT S.p.A ("WIIT" or the "Company"; ISIN IT0004922826; WIIT.MI), a leading European player in the Cloud Computing market for enterprises demanding uninterrupted Hybrid Cloud and Hosted Private Cloud services for critical applications, approved, inter alia, the 2020 Separate Financial Statements and the Consolidated Financial Statements - drawn up as per IFRS - and the Directors' Report.

The Chief Executive Officer Alessandro Cozzi observed: "The results for 2020 confirm the Group's constant growth across all financial indicators. All four acquired companies met, and in some cases exceeded, their budget targets. The backlog - driven by upselling and cross selling on existing customers and the acquisition of ones - is continuously expanding. The ongoing sales growth is confirmed for the first two months of the year, in which we have seen growing demand for Cloud and Cyber Security services, supporting the figures for the first quarter of the year. Finally, we are investing in marketing and communication to support brand awareness and our commercial structures".

* * *

2020 Consolidated results

The Group headed by WIIT (the "WIIT Group") reports consolidated adjusted revenues for 2020 of Euro 52.5 million, up significantly (+54.9%) on Euro 33.9 million in 2019.

This increase is driven by organic development, a focus on higher value-added services, the acquisition of new customers, cross-selling to customers of acquired companies and the consolidation of these companies.

Consolidated Adjusted EBITDA in 2020 was Euro 18.3 million (+38.8%), up on Euro 13.2 million in 2019, with a margin of 34.8%.

1) The figures included on a pro-forma basis include the contribution of myLoc Management IT AG ("myLoc ") - a company acquired on September 30, 2020 - as of January 1, 2020. The data used for to prepare the pro-forma information was provided by the management of myLoc and has not been approved by the Board of Directors of WIIT, nor has it been subjected to a statutory audit or other review by WIIT's independent audit firm or Board of Statutory Auditors.

WIIT's margin in 2020 was 42.9%, compared to 44.4% in 20192, Adelante's margin improved from 17.3% in 2019 to 21.1% in 2020. The margin of Matika was 27.2%, the Etaeria S.p.A. ("Etaeria") one was 19.5%, while the margin of myLoc managed IT AG ("myLoc") stood at 43.9%.

The normalisation performed on EBITDA in 2020 refers to non-recurring costs incurred for M&A activity (acquisition of myLoc) for Euro 2.4 million and to a tax credit of Euro 0.4 million, for a total value of approximately Euro 2.0 million.

Adjusted EBIT was Euro 9.0 million in 2020 (Euro 6.8 million in 2019), with a 17.2% margin, despite an increase in amortisation, depreciation and write-downs of Euro 2.9 million compared to 2019 to Euro 9.3 million.

Adjusted net profit was Euro 6.1 million in 2020, compared to Euro 5.6 million in 2019, net of the "Patent Box" tax benefit recognised in 2019 and amounting to Euro 1 million. The 2020 amount does not include the benefit of the Patent Box, currently being defined.

The Net Financial Position (debt), considering the IFRS 16 impact of approx. Euro -9.0 million in 2020, increased from Euro -25.5 million at December 31, 2019 to Euro -95.3 million at December 31, 2020. This amount includes, in particular, the debt for the acquisition of myLoc at the end of September 2020 of approx. Euro 55 million (including the IFRS 16 effect and bank fees) and the acquisition and payment of the earnouts relating to the acquisitions of Etaeria S.p.A. and Aedera S.r.l. (the "Aedera Business Unit") for a total of Euro 13 million, both concluded in January 2020. This amount does not include the valuation of treasury shares in portfolio for approximately Euro 24.3 million at market value as at December 31, 2020.

Strong cash flows were generated from operating activities in 2020. Cash and cash equivalents were approx. Euro 18.2 million, despite CAPEX of approx. Euro 10.0 million in IT infrastructure related to new orders signed in the year, including the effect of myLoc's 2020 Capex , the non-recurring costs incurred for M&A's for approx. Euro 2.4 million and the purchase of treasury shares for Euro 3.9 million.

Significant events during 2020

On January 7, 2020 the Company signed a loan contract for a maximum of Euro 40 million - then reduced to a maximum Euro 32.5 million with the amendment of September 17, 2020 - with a banking syndicate comprising Banca IMI S.p.A. (now Intesa Sanpaolo S.p.A.), as arranger and agent bank, and Intesa Sanpaolo S.p.A. and Banco BPM S.p.A. as lending banks.

The loan, principally aimed to support the WIIT Group's acquisition-led growth strategy on the Italian and international market and investment plan, stipulates the following key terms and conditions:

  • • the composition of the loan as (i) an amortising credit line for a maximum Euro 15 million, with maturity of December 31, 2025, of which a first drawdown of Euro 5 million was issued on January 9, 2020; (ii) a bullet credit line of a maximum Euro 15 million, with maturity of June 30, 2026, of which a first drawdown of Euro 5 million was issued on January 9, 2020; and (iii) an amortising credit line for a maximum Euro 10 million, with maturity of December 31, 2024, of which a first drawdown of Euro 2.5 million was issued on May 21, 2020 and with regards to which the parties, through the amendment of September 17, 2020, agreed to reduce the amount available to this amount, cancelling the residual;

3) The 46% margin recognised during 2019 and previously disclosed was calculated on revenues net of intercompany transactions, while the restated margin reported in this press release instead refers to revenues gross from intercompany transactions to ensure consistency with the 2020 margin.

  • • an annual interest rate based on the reference Euribor and an increasing or decreasing variable margin according to the change in the NFP/EBITDA ratio;

  • • EBITDA/net financial charges and NFP/EBITDA covenants, which at the date of this press release have been complied with;

  • • the pledging, in favour of the lending banks, of the holdings representing the share capital of certain target companies acquired by WIIT in execution of its growth strategy.

In accordance with best market practice, the loan contract in addition contains provisions concerning, among others, mandatory early settlement events, conditions to which the disbursements are subjects to, declarations and guarantees, limitations on debt and corporate transactions, in addition to dividend distribution limits.

On January 15, 2020, WIIT signed agreements for the gradual acquisition of 100% of the share capital of Etaeria S.r.l. ("Etaeria"), a Kelyan Group company providing cloud and cyber security services, in addition to the acquisition of the Aedera (Kelyan Group) business, provider of IT services and solutions for the digitalisation of companies in SAAS mode.

The agreements stipulate the initial acquisition of a 60% majority holding in Etaeria for consideration of approx. Euro 3.5 million, in addition to the variable price component subject to the achievement of the 2019 full-year earnings objectives. The acquisition of the Etaeria shares also involves the payment of an advance for the acquisition of the residual 40%, for which put and call options are stipulated, to which variable price components are linked ("earnouts"), subject to the achievement of set Etaeria earnings objectives.

In relation to the Aedera business unit, the estimated consideration on closing amounted to approx. Euro 1.4 million, in addition to the variable price component (earnouts) for approx. Euro 0.9 million, subject to the achievement of the result objectives by the Aedera business unit in the 2019-2022 period.

On May 4, 2020, the company obtained from the Ministry for Economic Development the tax credit recognised to SMEs for consultancy costs incurred from January 1, 2018 until December 31, 2020 for their listing on a regulated market. The tax credit for Euro 403,049.00 shall be used according to the means set out in Article 7 of the Ministerial Decree of April 23, 2018. This credit has been included in the financial statements.

On September 19, 2020, WIIT signed an agreement for the purchase of 100% of the share capital of myLoc, a German provider of cloud and colocation services for businesses and individuals. myLoc has a proprietary data center located in Düsseldorf, operates on the German market, providing colocation, managed hosting, private and public cloud and server hosting services. myLoc's share capital was fully-held by Virtual Minds AG, a subsidiary of ProSiebenSat.1 Media SE. The acquisition price was fixed at approx. Euro 50 million, calculated according to the enterprise value of myLoc. The closing of the transaction took place on September 30, 2020. In order to fund with transaction, WIIT signed with Intesa Sanpaolo S.p.A. and Banco BPM S.p.A. an amendment to the loan agreed on January 7, 2020, in accordance with which, among others, an additional credit line for a maximum Euro 50 million was issued at substantially similar terms and conditions to those applied to the other existing lines.

On November 23, 2020, Igor Bailo was appointed as the new Chief Operating Officer of the WIIT Group. The appointment follows the agreed assessment made with the previous COO, Riccardo Mazzanti, that a new COO should take on the role.

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WIIT S.p.A. published this content on 19 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2021 15:08:05 UTC.