ANNUAL FINANCIAL REPORT 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2021

Prepared according to IAS/IFRS

(This report has been translated into the English language from the original which was issued in Italian)

1. TABLE OF CONTENTS

1. GOVERNING BODIES AND OFFICERS AS OF DECEMBER 31, 2021

BOARD OF DIRECTORS

Chairman     Marco Pescarmona ^{(1) (3) (5) (7)}

Chief Executive Officer     Alessandro Fracassi ^{(2) (3) (5)}

Directors     Anna Maria Artoni ⁽⁴⁾

     Fausto Boni

     Chiara Burberi ⁽⁴⁾

     Matteo De Brabant 

     Giulia Bianchi Frangipane ⁽⁴⁾

     Klaus Gummerer ^{(4) (6)}

     Valeria Lattuada ⁽⁴⁾ 

     Marco Zampetti

BOARD OF STATUTORY AUDITORS

Chairman     Stefano Gnocchi

Active Statutory Auditors     Paolo Burlando

     Francesca Masotti

Substitute Statutory Auditors     Filippo Colonna

     Barbara Premoli

INDEPENDENT AUDITORS     EY S.p.A.     

COMMITTEES OF THE BOARD OF DIRECTORS

Audit and Risk Committee     

Chairman     Chiara Burberi

     Giulia Bianchi Frangipane

     Marco Zampetti

Remuneration and Share Incentive Committee

Chairman     Anna Maria Artoni

     Valeria Lattuada

     Matteo De Brabant

Committee for Transactions with Related Parties

Chairman     Valeria Lattuada

     Anna Maria Artoni

     Klaus Gummerer

1. The Chairman is the Company's legal representative.

2. The Chief Executive Officer legally represents the Company, disjointly from the Chairman, within the limits of the delegated powers.

3. Executive Director.

4. Independent non-executive Director.

5. Holds executive offices in some Group companies.

6. Lead Independent Director.

7. Executive Director in charge of overseeing the Internal Control System.

DIRECTOR'S REPORT ON OPERATIONS  

FINANCIAL YEAR ENDED DECEMBER 31, 2021

2. DIRECTORS' REPORT ON OPERATIONS

   1. Introduction

2. Gruppo MutuiOnline S.p.A. (the "Company" or the "Issuer") is the holding company of a group of firms  (the "Group") with an important position in the Italian market for the online comparison, promotion and intermediation of products provided by financial institutions, e-commerce operators and utilities providers (main websites www.mutuionline.it, www.prestitionline.it, www.segugio.it,  www.trovaprezzi.it and www.sostariffe.it) and in the Italian market for the provision of complex business process outsourcing services for the financial sector.

3. In the following sections, we illustrate the main aspects regarding the operations during the past financial year and the current economic and financial structure of the Group.

• 2. Organizational structure

4. As of December 31, 2020, the Issuer controls, also indirectly, the following companies:

• MutuiOnline S.p.A., Money360.it S.p.A, PrestitiOnline S.p.A., CercAssicurazioni.it S.r.l., Segugio.it S.r.l., 7Pixel S.r.l., Zoorate S.r.l., Klikkapromo S.r.l., Innovazione Finanziaria SIM S.p.A. e SOS Tariffe S.r.l.: companies operating in the market for the online comparison, promotion and intermediation of products provided by financial institutions, e-commerce operators and utilities providers to retail consumers; together they represent the "Broking Division" of the Group; 

• Centro Istruttorie S.p.A., Centro Finanziamenti S.p.A., Quinservizi S.p.A., CESAM S.r.l., Centro Processi Assicurativi S.r.l., EuroServizi per i Notai S.r.l., MOL BPO S.r.l., Agenzia Italia S.p.A., 65Plus S.r.l., Eagle & Wise Service S.r.l., Eagle Agency S.r.l., Gruppo Lercari S.r.l. (and its subsidiaries) and Finprom S.r.l. (a company with registered office in Romania): companies operating in the Italian market for the provision of complex business process outsourcing services for the financial sector; together they represent the "BPO (i.e. Business Process Outsourcing) Division" of the Group;

• PP&E S.r.l.: offering real estate renting and support services to the other Italian subsidiaries of the Issuer.

It should be noted that Gruppo Lercari S.r.l. controls the following subsidiaries: Lercari S.r.l., Service Lercari S.r.l., San Filippo S.r.l., Global Care S.r.l., Lercari International Ltd (a company with registered office in UK), Forensic Experts S.r.l., and Lercari Motor S.r.l. (together, the "Lercari Group").

In addition, the Issuer owns 40% of the share capital of Generale Servizi Amministrativi S.r.l., 50% of the share capital of the joint venture PrestiPro S.r.l., 40% of the share capital of Generale Fiduciaria S.p.A., 40% of the share capital of LC Servizi S.r.l. and 50% of the share capital of Sircus Gandino S.r.l., through the subsidiary Gruppo Lercari S.r.l..

On February 1, 2021, following the registration of the merger act, the process of merging Segugio Servizi S.r.l., SOS Consulting S.r.l. and SOS Dev S.r.l. into SOS Tariffe S.r.l. was completed, with accounting effect from January 1, 2021.

On February 28, 2021, the Group acquired the remaining 50% stake of Agenzia Italia S.p.A. from Gruppo Finanziaria Internazionale, object of reciprocal put/call obligations, for a price of Euro 35,000 thousand, substantially in line with the estimated liability previously recorded in the financial statements. At the same time, the Group sold a 15.50% stake to the management of the subsidiary, which previously held a similar indirect shareholding. On such stake, the parties agreed on reciprocal put/call agreements with a maturity of 5 years, at terms and conditions similar those of the previous options.

On May 26, 2021 the Group acquired, through the subsidiary 7Pixel S.r.l., the remaining 60% stake of the share capital of Zoorate S.r.l., for a price of Euro 4,585 thousand, in line with the current liability previously recorded in the financial statements, in execution of the forward purchase agreement already in place between the parties. In addition, a deferred price component of Euro 1,052 thousand (whose condition occurred) is provided, and it will be paid by April 2022. The higher price paid with respect to the portion of net equity acquired was allocated, for Euro 4,587 thousand to the proprietary software (a platform that enables the provision of all services offered by the company, including the integration and recording of the flow of purchases from e-commerce platforms, and the management of opinions) and for Euro 746 thousand as goodwill. Further details are described in paragraph 6 of the notes to the financial statements.

On June 22, 2021 the Group acquired, through the subsidiary Cesam S.r.l., the remaining 24% stake of the share capital of Mikono S.r.l. for a price of Euro 3 thousand, in line with the estimated liability previously recorded in the financial statements due to the existence of reciprocal put/call options. On the same date, Cesam S.r.l. acquired from the Issuer a 51% stake of share capital of Mikono S.r.l., thus reaching 100% ownership of share capital of the entity.

On June 29, 2021, following the registration of the merger act, the process of merging JPL S.r.l., GSA S.r.l. and Centro Servizi Integrati S.r.l. into Gruppo Lercari S.r.l. was completed, with accounting effect from January 1, 2021.

On July 20, 2021, as already agreed at the time of the acquisition of SOS Tariffe S.r.l., the Group sold 100% of the share capital of SOS Broker S.r.l. to the previous shareholders for a consideration equal to Euro 15 thousand.

On October 1, 2021, the process of demerging Fin.it S.r.l. was completed, through the assignment to Agenzia Italia S.p.A. of a business unit corresponding to 70% of the net assets and liabilities of Fin.it S.r.l., equivalent to its share of the company's equity. The net value of the transferred assets and liabilities is equal to Euro 276 thousand, in line with the value of the investment in Fin.it S.r.l..

On October 5, 2021, following the registration of the merger act, the process of merging Mikono S.r.l. into Cesam S.r.l. was completed, with accounting effect from January 1, 2021.

On December 7, 2021, following the registration of the merger act, the process of merging Sircus S.r.l. into Service Lercari S.r.l. was completed, with accounting effect from January 1, 2021.

Therefore, the consolidation area as of December 31, 2021, presented by Division, is the following: 

Broking Division:

BPO Division:

5. 
   

6. Broking Division

7. Our Broking Division operates in the Italian market for loan distribution as a credit intermediary, in the market for insurance distribution as a broker, in the market for the distribution of telecommunications and energy services, and in the market for the promotion of e-commerce operators. The activities carried out by our Broking Division are organized mainly into the following business lines, on the basis of the type of underlying product: 

1. Mortgage Broking: broking of mortgage loans mainly through remote channels (www.mutuionline.it website) and through a network of agents in the field (Money360 Network); 

2. Consumer Loan Broking: broking of consumer loans (prevalently personal loans) through remote channels (www.prestitionline.it website); 

3. Insurance Broking: broking of insurance products, mainly motor third party liability and other motor insurance products through remote channels (www.cercassicurazioni.it  website);

4. E-Commerce Price Comparison: comparison and promotion of e-commerce operators (www.trovaprezzi.it website);

5. Telco & Energy Comparison: comparison and promotion of telecommunications and energy services (www.sostariffe.it website).

8. The activity of the Broking Division is also carried out under the "Segugio.it" brand (www.segugio.it website), which operates as a multibrand aggregator for insurance credit products, telecommunications and energy, mainly pushed by television and online advertising focused on insurance products. Each section of the website is however managed by the product companies of the Group and the related revenues are reported within the above mentioned business lines.

9. Besides, subsidiary Innovazione Finanziaria SIM S.p.A. - authorized to professionally perform placement services to the public without underwriting or warranties pursuant to article 1, comma 5, letter c-bis) of Legislative Decree no. 58 of February 24, 1998 - manages, by means of website www.fondionline.it, an on-line mutual fund supermarket. 

10. BPO Division

11. Our BPO Division provides outsourcing services of core processes for banks, credit institutions, insurance companies and investment companies, with a high level of specialization in some reference verticals.

12. Our BPO services are structured along six separate business lines, on the basis of the type of services rendered and the type of underlying financial product:

1. Mortgage BPO: provides remote loan sales and packaging and mortgage underwriting and closing services; this business line includes notary support services;

2. Real Estate Services BPO: offers real estate appraisal services and technical real estate services for operators in the financial sector and debt collection;

3. Loans BPO: provides application processing and portfolio management services for salary/pension guaranteed loans, and for business loans to companies, also assisted by a guarantee from the State;

4. Insurance BPO: provides management and claim settlement outsourcing services, mainly for non-motor insurance;

5. Investment services BPO: provides complete operational service solutions and technology platforms to investment and asset management companies;

6. Leasing/Rental BPO: provides administrative outsourcing services for leasing and long-term rental operators.

• 3. Information about the profitability of the Group 

13. In the following paragraph we describe the main factors affecting the results of the operations of the Group for the year ended December 31, 2021. The income statement and the cash flow data for the year ended December 31, 2021 are taken from the consolidated annual report prepared according to the international accounting standards approved by the European Union and are compared with the same data for the year ended December 31, 2020.

14. The following table shows the consolidated income statements of the Group for the years ended December 31, 2021 and 2020, together with the percentage weight of each item on the Group revenues.

15. 
    

1. % of total revenues

Revenues in the year ended December 31, 2021, are Euro 313,464 thousand, 20.8% higher than in the previous year. Please refer to paragraph 2.3.1 for the evolution of revenues by Division and business line.

In the financial year ended December 31, 2021, services costs increase by 24.7% compared to the financial year ended December 31, 2020. The growth of such costs is mainly due to the entrance in the consolidation area of SOS Tariffe S.r.l., in December 2020, and to the increase of marketing costs within the Broking Division, asl well as to the entrance in the consolidation area of Lercari Group, in December 2020.

Personnel costs increase by 17.9% compared to the financial year ended December 31, 2020, mainly due to the increase of the number of human resources employed by the Group, following the growth of operating activities and the entrance of Lercari Group and SOS Tariffe S.r.l. in the consolidation area.

The following table provides information about the average headcount for the financial years ended December 31, 2021 and 2020:

Other operating costs increase by 7.6%, compared to the financial year ended December 31, 2020.

Depreciation and amortization increase by 54.3% in the financial year ended December 31, 2021 compared to the previous financial year, mainly due to the higher values of software and trademarks recognized following the completion of the purchase price allocations related to the acquisitions of Lercari Group, SOS Tariffe S.r.l. and Zoorate S.r.l..

The item "Impairments of intangible assets" includes the impairment of goodwill related to the Centro Processi Assicurativi S.r.l. CGU (for which please refer to note 10 of the consolidated financial statement).

Financial costs for the financial year ended December 31, 2021, display a negative balance, mainly due to the interest expense on the outstanding loans in the period, equal to Euro 1,559 thousand, to the costs deriving from the evaluation of the liability related to the put/call option for the acquisition of the remaining 15.50% of Agenzia Italia S.p.A., equal to Euro 1,754 thousand, and to the dividends paid to third-party shareholders by Agenzia Italia S.p.A. for Euro 465 thousand.

The "Income tax expense" item, mainly includes the current taxes related to the financial year 2021 for Euro 11,248 thousand, the utilization of the period of the deferred tax assets related to the higher value of assets revaluated during 2020, for Euro 7,690 thousand, and the write down of deferred tax assets on trademarks (amounting to Euro 28,801 thousand) following the non-extension of the time period over which they are considered recoverable. In this regard, it should be noted that 18 years is considered an adequate period within which to assess the recoverability of deferred tax assets.

With reference to the release of deferred tax assets related to the higher value of trademarks, it should be noted that the Art. 1 comma 622 of the law "Legge di Bilancio 2022", modified the Art. 110 of the Law Decree n. 104/2020, converted in the Law n. 126/2020, which allowed the revaluation of tangible and intangible assets, by providing the increase to 50 years of the tax deductibility period of the higher value recognized for trademarks (compared to an initial tax deductibility period of 18 years). In light of this regulatory change, the management, in line with the assessment made last year, confirms that it considers the value of deferred tax assets recoverable over a time period not exceeding 18 years (in the case of trademarks). The confirmation of the approach adopted in the financial statement as of December 31, 2020 led to the write down of deferred tax assets recoverable after this time period.

It should be noted that the "Income tax expense" item, as of December 31, 2020, mainly included the net tax benefit deriving from the revaluations of software and trademarks for Euro 85,130 thousand.

• • 1. Revenues

The table below provides a breakdown of our revenues by Division and business line, for the years ended December 31, 2021 and 2020.

1. Percentage of total revenues.

16. Broking Division

In the financial year ended December 31, 2021, revenues of the Broking Division increase by 20.9%, passing from Euro 111,053 thousand in the financial year ended December 31, 2020 to Euro 134,248 thousand in the financial year ended December 31, 2021.

Mortgage Broking

Mortgage Broking revenues go from Euro 47,777 thousand in 2020 to Euro 54,015 thousand in 2021 (+13.1%) due to an increase of brokered mortgage flows compared to the previous financial year.

Consumer Loan Broking

Consumer Loan Broking revenues go from Euro 4,579thousand in the year ended December 31, 2020 to Euro 9,064 thousand in the year ended December 31, 2021, increasing by 97.9% compared to the previous financial year, as a result of the increase of the brokered volumes, mainly attributable to some improvements put in place in 2021, and to a strong increase of marketing costs.

Insurance Broking

Insurance Broking revenues grow from Euro 20,394 thousand in the financial year ended December 31, 2020 to Euro 24,482 thousand in the financial year ended December 31, 2021 (+20.0%), as a result of the increase of the number of policies brokered.

E-Commerce Price Comparison

E-Commerce Price Comparison revenues go from Euro 34,475 thousand in the financial year ended December 31, 2020 to Euro 34,057 thousand in the financial year ended December 31, 2021 (-1,2%). The slight drop, if compared to the previous year, is due to an exeptionnel performance during the first spring lockdown.

Telco & Energy Comparison

Telco & Energy Comparison revenues go from Euro 3,235 thousand in the financial year ended December 31, 2020 to Euro 10,692 thousand in the financial year ended December 31, 2021 (+230.5%). The increase is attributable to the full contribution of SOS Tariffe S.r.l., whose results are consolidated since December 1, 2020. 

17. BPO Division

Revenues of the BPO Division increase, going from Euro 148,333 thousand in the financial year 2020 to Euro 179,216 thousand in the financial year 2021 (+20.8%). 

Mortgage BPO

Mortgage BPO revenues go from Euro 55,248 thousand in the financial year ended December 31, 2020 to Euro 54,160 thousand in the financial year ended December 31, 2021 (-2.0%). Such result is mainly due to the drop of activity volumes for paranotary services.   

Real Estate Services BPO

Real Estate Services BPO revenues go from Euro 18,274 thousand in the financial year ended December 31, 2020 to Euro 20,894 thousand in the financial year ended December 31, 2021 (+14.3%). The increase is mainly due to the services related to the "Ecobonus 110%", linked to interventions of energy efficiency in buildings. 

Loans BPO

Loans BPO revenues go from Euro 25,015 thousand in the financial year ended December 31, 2020 to Euro 25,206 thousand in the financial year ended December 31, 2021 (+0,8%).

Insurance BPO

Insurance BPO revenues go from Euro 7,622 thousand in the financial year ended December 31, 2020 to Euro 31,214 thousand in the financial year ended December 31, 2021 (+309.5%). Such increase is attributable to the full contribution of the Lercari Group, whose results are consolidated since December 1, 2020.

Investment Services BPO

Investment Services BPO revenues go from Euro 9,267 thousand in the financial year ended December 31, 2020 to Euro 10,351 thousand in the financial year ended December 31, 2021 (+11.7%), thanks to the growth of service volumes, both at organic level, and through the acquisition of a new contract.

Leasing/Rental BPO

Leasing/Rental BPO revenues go from Euro 31,992 thousand in the financial year ended December 31, 2020 to Euro 35.811 thousand in the financial year ended December 31, 2021 (+11.9%), partially due to the positive contribution of the car stamp duty management. 

• • 2. Operating income (EBIT)

18. Operating income (EBIT) increases from Euro 63,095 thousand in the financial year ended December 31, 2020 to Euro 68,964 thousand in the financial year ended December 31, 2021 (+9.3%) as detailed in the following table.

19.    

1. Percentage of total revenues, if appropriate by Division (operating margin).

The operating income margin in the financial year ended December 31, 2021 is 22.0% of revenues, slightly down if compared to 24.3% of the financial year ended December 31, 2020. 

Such result is the combined effect of the decreased operating income margin of the Broking Division, going from 37.7% in 2020 to 32.9% in 2021, and the decreased operating income margin of the BPO Division, going from 14.3% in 2020 to 13.8% in 2021. 

The decrease of the margin of the Broking Division is mainly attributable to the amortization of the higher values of the software and trademark assets following the acquisition of SOS Tariffe S.r.l.. The operating margin of Broking Division includes in 2021 amortization costs for Euro 3,782 thousand related to the allocation of the price paid to the values of the software and the trademark for the acquisition of SOS Tariffe S.r.l., and to the allocation of the price paid to the value of the software for the acquisition of Zoorate S.r.l. (Euro 429 thousand in the same period of the previous year). 

The decrease of the margin of the BPO Division is attributable to the amortization of the higher values of the software and trademark assets following the acquisition of Lercari Group and to the impairment loss of the goodwill related to the Centro Processi Assicurativi CGU (for which please refer to note 10 of the consolidated financial statement). The operating margin of BPO Division includes amortization costs for Euro 7,996 thousand related to the higher values of intangible assets (mainly software) emerged following the acquisitions of Lercari Group, Agenzia Italia S.p.A. and Eagle & Wise Service S.r.l. (Euro 4,701 thousand in the same period of the previous year). 

• • 3. EBITDA

20. EBITDA is calculated as net income before income tax expense, net financial income/(expenses), and depreciation and amortization.

21. The following table presents a reconciliation between net income and EBITDA for the financial years ended December 31, 2021 and 2020:

22.    

23. EBITDA increases in the financial year ended December 31, 2021, passing from Euro 76,568 thousand in 2020 to Euro 92,552 thousand in 2021 (+20.9%).

The table below provides a breakdown of EBITDA by Division, for the years ended December 31, 2021 and 2020:

1. Percentage of total revenues, if appropriate by Division (EBITDA  margin).

EBITDA in the financial year ended December 31, 2021 is 29.5% of revenues, in line compared to 29.5% in the financial year ended December 31, 2020. 

• • 4. Net income

24. Net income decreases in the financial year ended December 31, 2021, passing from Euro 130,682 thousand in 2020 to Euro 17,839 thousand in 2021 (-86.3%). Such trend is due to the change of income taxes of the period, whose balance in the financial year 2021 is negatively affected by the release of deferred tax assets related to the revaluation of trademarks described above, while in the financial year 2020 it included the tax benefit deriving from the revaluation of software and trademarks made during 2020.  

• 4. Information about the financial resources of the Group

25. The following table presents the net financial position as of December 31, 2021 and 2020, prepared according to ESMA orientation 32-382-1138 of March 4, 2021 and to the guidance Consob n. 5/21 of April 29, 2021:

26.  

27. The net financial position as of December 31, 2021 shows a negative cash balance of Euro 53,779 thousand, improving for Euro 18,645 thousand if compared to December 31, 2020.

28. For a description of the evolution of cash flows in the financial year ended December 31, 2021, please refer to the following paragraph 2.4.2.

• • 1. Current and non-current indebtedness

29. Current and non-current indebtedness as of December 31, 2021 and 2020 is summarized in the following table.

30.  

31. Long and medium-term bank borrowings

32. Long and medium-term bank borrowings as of December 31, 2021 and December 31, 2020 are summarized in the following table:

33.  

The increase of non-current bank borrowings is mainly due to the subscription by the Issuer of:

• a loan with Unicredit S.p.A., on February 26, 2021, for an amount equal to Euro 10,000 thousand, expiring February 28, 2026, with a variable interest rate equal to 3-months Euribor increased by 1.60%. On such loan we took a derivative contract to hedge the variable rate, which converts the 3-months Euribor interest rate into a yearly fixed rate of minus 0.15% and whose fair value as of December 31, 2021 shows a negative value equal to Euro 16 thousand;

• a loan with Intesa SanPaolo S.p.A., on March 30, 2021, for an amount equal to Euro 80,000 thousand, expiring March 30, 2028, with a fixed interest rate equal to 1.45%. We point out that such loan was partially used for the early reimbursement of the previous loans of the same bank, which had a residual debt equal to Euro 37,009 thousand;

• a loan with Credito Emiliano S.p.A., on September 9, 2021, for an amount equal to Euro 20,000 thousand, expiring September 9, 2026, with a fixed interest rate equal to 0.58%. We point out that such loan was mainly used for the early reimbursement of the previous loans of the same bank, which had a residual debt equal to Euro 16,798 thousand.

Regarding the pre-existing loans, we remind that: 

• on June 28, 2018 the Issuer signed a loan agreement with Crédit Agricole Cariparma S.p.A., for an amount equal to Euro 20,000 thousand, with expiration date June 30, 2025, paid in two tranches on June 28, 2018 and July 4, 2018. The interest rate on this loan is equal to 3-month Euribor increased by a spread equal to 0.90% and is subject to variation at each payment date based on the ratio between the Net Financial Indebtedness and EBITDA;

• on September 27, 2018 the Issuer signed a loan agreement with Banca Popolare di Milano S.p.A., for an amount equal to Euro 20,000 thousand, with expiration date December 31, 2024, composed by two separated credit lines, the first one of Euro 15,000 thousand, with an interest rate equal to 6-month Euribor increased by 1.10%, subject to variation at each payment date based on the ratio between the Net Financial Indebtedness and EBITDA, and the second one of Euro 5,000 thousand, to be entirely reimbursed at the loan expiration date, with an interest rate equal to 6-month Euribor increased by 1.30%, also subject to variation at each payment date based on the ratio between the Net Financial Indebtedness and EBITDA;

• on March 30, 2020 the Issuer signed a loan agreement with con Crédit Agricole Cariparma S.p.A., for an amount equal to Euro 15,000 thousand, expiring on June 30, 2026, at a yearly fixed rate equal to 1.05%;

• on May 21, 2020, subsidiary Agenzia Italia S.p.A. signed a loan agreement with con Banco BPM S.p.A., for an amount equal to Euro 10,000 thousand, expiring on December 31, 2024, at a yearly fixed rate equal to 1.09%.

34. Short-term bank borrowings and bank credit lines

35. Short-term bank borrowings refer to the short-term credit lines used by Agenzia Italia S.p.A., for an amount equal to Euro 6,000 thousand as of December 31, 2021. 

36. Other non-current financial liabilities

37. Other non-current financial liabilities consist in the financial liabilities for the exercise of the put/call option for the residual 49.9% stake of Gruppo Lercari S.r.l., for the exercise of the new put/call option for the residual 15.5% stake of Agenzia Italia S.p.A., and in the leasing liabilities deriving from the adoption of the IFRS 16 standard. 

38. Other current financial liabilities

39. Other current financial liabilities consist in the current portion of the leasing liabilities deriving from the adoption of the IFRS 16 standard.

• • 2. Cash flow analysis

40. In this paragraph we present an analysis of the consolidated cash flows of the Group for the financial years ended December 31, 2021 and 2020.

41. The following table shows a summary of the consolidated statements of cash flows for the financial years ended December 31, 2021 and 2020.

42. 
    

43. In the financial year ended December 31, 2021 the Group generated liquidity for an amount equal to Euro 38,985 thousand, versus an amount of generated liquidity equal to Euro 87,794 thousand during the financial year ended December 31, 2020. This variation is attributable to the lower cash flow generated by operating activities (influenced by the dynamics of net working capital), partially offset by the cash generation of the investment activities and to the higher cash generation of financing activities.

44. Cash flow generated by operating activities

45. Operating activities show a cash generation equal to Euro 1,392 thousand in the financial year ended December 31, 2021, significantly down if compared to the cash generated in the financial year ended December 31, 2020, equal to Euro 106,987 thousand.

Such decrease is attributable to the change in the net working capital, for the analysis of which refer to paragraph 2.4.3, partially offset by the higher cash generation from operating activities.

46. Cash flow generated by investing activities

Investing activities generated cash for Euro 11,139 thousand in the financial year ended December 31, 2021, compared to Euro 35,665 thousand of absorbed cash in the financial year ended December 31, 2020. The cash generated is related to the sale of all Cerved Group S.p.A. shares for Euro 75,586 thousand and to the sale of a bond for Euro 3,108 thousand, partially offset by the purchase of Moneysupermarket.com Group PLC shares for Euro 37,006 thousand, the purchase of a further stake of the share capital of Agenzia Italia S.p.A. for Euro 25,575 thousand, and to the purchase of the residual 60% stake of share capital of Zoorate S.r.l. for Euro 2,197 thousand, net of the cash acquired. 

47. Cash flow generated by financing activities

48. Financing activities generated cash for Euro 26,454 thousand in the financial year ended December 31, 2021, compared to a cash generation of Euro 16,472 thousand in the financial year ended December 31, 2020.

49. The cash flows generated during the financial year ended December 31, 2021 are mainly due to the subscription of a bank loan with Intesa SanPaolo S.p.A., which generated, net of the early reimbursement of the previous loans, cash for Euro 42,991 thousand, of a bank loan with Unicredit S.p.A. for Euro 10,000 thousand, of a bank loan with Credito Emiliano S.p.A., which generated, net of the early reimbursement of the previous loans, cash for Euro 3,202 thousand, and a bank loan with BPER Banca S.p.A. for Euro 2,000 thousand, and to the purchases and disposals of own shares for a net cashed amount equal to 6,789 thousand, partially offset by the payment of dividends for Euro 15,965 thousand, and the reimbursement of outstanding loans for an amount equal to Euro 21,004 thousand.

• • 3. Composition and changes in net working capital

50. The following table presents the breakdown of the components of net working capital as of December 31, 2021 and 2020.

51. 
    

52. Net working capital records a decrease equal to Euro 72,245 thousand in the financial year ended December 31, 2021. 

Such trend is mainly related to the decrease of the other current liabilities, following the payment of a portion of the consideration for the acquisition of Lercari Group and SOS Tariffe S.r.l. for Euro 29,464 thousand, and to the lower advances received by the clients of Agenzia Italia S.p.A. in relation to car taxes to be paid at the beginning of 2022, and to the increase of tax receivables (which includes the payment of tax advances higher than the value of the income taxes) and to the decrease of tax payables as a result of the lower income taxes as of December 31, 2021, following the tax deductibility of the amortization of the higher values recognized to software and trademarks revaluated in 2020.

• 5. Table of reconciliation of the consolidated net income and equity with the Issuer's data

53. Among "Other consolidation adjustments" we also include the higher values deriving from the goodwill recognized upon the first consolidation of the purchased participations, mainly in 7Pixel S.r.l., Quinservizi S.p.A., Centro Processi Assicurativi S.r.l., INSECO S.r.l., EuroServizi per i Notai S.r.l., Agenzia Italia S.p.A., Eagle & Wise Service S.r.l., SOS Tariffe S.r.l. and in the Lercari Group. 

• 6. Research and development

54. Within the Group, several development teams regularly work with the objective of improving and enhancing the IT systems and the software platforms used to supply its services to consumers, lenders and insurance companies. 

55. The capitalized costs related to software development in the financial year ended on December 31, 2021 amount to Euro 4,853 thousand (Euro 3,619 thousand in 2020). During the financial year ended December 31, 2021, the Group increased the resources dedicated to development activities, resulting in an increase in capitalized costs compared to financial year ended December 31, 2020.

56. The proprietary software platforms represent the core of the operations of the companies of the Group in both Divisions and must be continuously expanded and developed to improve their commercial effectiveness, incorporate legislative changes, manage new kinds of products, simplify processes, increase efficiency, improve consulting ability, increase operators' productivity, adapt to the increasingly sophisticated requirements of our client financial institutions, and ensure data protection and security.

• 7. Own shares

On April 29, 2021, the shareholders' meeting revoked, for the unused portion, the previous authorization for the purchase and sale of own shares dated May 28, 2020 and authorized the purchase of own shares within the limits of retained earnings and distributable reserves from the last approved statutory financial statements of the Issuer and for a period of 18 months, and for a maximum of 20% of ordinary share capital, with the following purposes:

1. for activities in support of market liquidity;

2. for the possible use of shares as consideration in extraordinary transactions, including exchanges of participations with other subjects, as part of transactions in the Company's interest;

3. to allot own shares purchased to distribution programs, against payment or free of charge, of stock options or shares to employees, directors and other personnel of the Company or its subsidiaries, as well as to the service of programs for the free allocation of shares to shareholders;

4. for the execution of the contract signed between the Issuer and Equita SIM S.p.A., for its role as specialist on the stock market;

5. for an efficient investment of the liquidity of the Group.

During the year ended December 31, 2021 the Issuer purchased 72,079 own shares equal to 0.180% of ordinary share capital. During the same period following the exercise of vested stock options held by some employees of the Group, the Issuer sold 719,593 own shares equal to 1.799% of ordinary share capital.

Therefore, as of December 31, 2021 the Issuer holds 1,662,041 own shares, equal to 4.155% of ordinary share capital, for a total cost equal to Euro 12,891 thousand. As of the same date, the subsidiaries of the Group do not hold any shares of the Issuer.  

During the first months of 2022, the Issuer purchased 241,382 own shares equal to 0.603% of ordinary share capital. During the same period, the Issuer sold, following the exercise of vested stock options held by some employees of the Group, 2,000 own shares, equal to 0.005% of ordinary share capital. 

As of the date of approval of this report, therefore, the Issuer holds a total of 1,901,423 own shares, equal to 4.754% of ordinary share capital, for a total cost equal to Euro 16,398 thousand, equal to Euro 8.62 per share. As of the same date, the subsidiaries of the Group do not hold any shares of the Issuer.  

• 8. Report on corporate governance

For the report on corporate governance and on the adhesion to the codes of conduct, please refer to the report approved by the Board of Directors on March 15, 2022 and attached to this document.

• 9. Non-financial report ex Legislative Decree n. 254/2016

The Issuer, in compliance with article 5 comma 3, letter b, of the Legislative Decree n. 254/2016, prepared the non-financial consolidated report which represents a separate report. The non-financial consolidated report 2021, prepared according to the option "In accordance - Core" of the "GRI Standards", is available on the Internet site of the Group.

• 10. Shareholdings of the members of the governing and controlling bodies, general managers and managers with strategic responsibilities

The following table shows the participations in the ordinary share capital of the Issuer held by the members of the governing and controlling bodies, general managers and managers with strategic responsibilities in the year ended December 31, 2021.

Besides, it is worth pointing out that Marco Pescarmona holds a 50% indirect shareholding in Alma Ventures S.A. (through Guderian S.p.A.) and Alessandro Fracassi holds a 50% indirect shareholding in Alma Ventures S.A. (through Casper S.r.l.) and that Alma Venture S.A., as of December 31, 2021, holds 12,841,070 shares of the Issuer, equal to 32.10% of the ordinary share capital, none of which were purchased during the year ended December 31, 2021.

• 11. Evolution of the Italian residential mortgage market 

The residential mortgage market in the fourth quarter of 2021 was down year-on-year in terms of new gross originations, as a result of the stability of the volumes of purchase mortgages and the strong contraction in the volumes of remortgages.

Data from Assofin, an association representing the main banks active in the sector, show in fact a year-on-year drop in the volumes of new gross originations equal to 10.3% in October, 10.9% in November, and 16.4% in December 2021; overall, in the fourth quarter of 2021, this trend is caused by volumes of purchase mortgages marginally increasing, while the volumes of remortgages dropped by over 50%. Data from CRIF, the company that manages the main credit information system in Italy, report a year-on-year drop in credit bureau inquiries for residential mortgage applications of 16.0% in October 2021, 13.1% in November 2021 and 28.2% in January 2022 (the figure for December 2021 was not disclosed).

For the first quarter of 2022, one can expect market trends like those of the previous quarter, also because of the comparison with a particularly robust first quarter of 2021. For the rest of 2022, on the other hand, it is possible to assume growth in gross originations of purchase mortgages, also thanks to increasing average amounts, together with a slowdown in the contraction of remortgages. However, market developments are affected by the uncertainty arising from the consequences of the invasion of Ukraine by the Russian Federation. 

For further details in this regard, reference should be made to the section entitled "Subsequent events"-

• 12. Foreseeable evolution 

      1. Broking Division

The Broking Division also grew significantly in 2021, partly due to the acquisition of SOS Tariffe S.r.l. at the end of 2020. Results for the year no longer appear to be materially affected by the pandemic.

For 2022, results are expected to grow for all business lines, except for Mortgage Broking, which will see a continuation of the normalization of remortgages.

The consequences for the business of the Broking Division of the invasion of Ukraine by the Russian Federation are not currently such as to give rise to concern, however any significant drop in consumer confidence and/or disposable income could negatively impact the volumes of the various lines of business.

Mortgage Broking

During 2021, brokered purchase mortgages are up year-on-year, while remortgages are down year-on-year, with a year-on-year contraction well above 50% in the fourth quarter of 2021.

Purchase mortgage volumes are expected to grow in 2022, while remortgages volumes are still expected to contract, especially in the first quarter of the year, which compares to the last period of remortgage growth in 2021. Overall, it is therefore possible to assume a year-on-year drop in revenues in the first quarters of 2022, followed by a gradual stabilization and possible growth at the end of the year. In any case, this trend is subject to possible risks, including economic ones, arising from the conflict in Ukraine.

Consumer Loans Broking

The measures implemented in 2021, together with a strong increase in marketing expenditures, have led to significant year-on-year growth in intermediated volumes and revenues, although accompanied by a significant drop in margins. 

In 2022, revenues are expected to continue to grow, albeit at a much slower pace, while margins are expected to gradually recover.

Insurance broking

Revenues continued to grow in 2021, also thanks to an increase of our market share of new contracts in the online broker channel, despite an environment of still declining average premiums.

Volume and revenue growth and profitability expansion are expected in 2022. Average premiums, until recently expected to rise, may however remain stable due to a reduction in average automotive mileage in response to recent fuel price increases.

E-Commerce price comparison

Revenues are essentially stable year-on-year in 2021, despite a significant increase in marketing expenditures, due to the absence of some exceptional favorable effects present in 2020 related to the Covid-19 pandemic. 

Business growth is expected in 2022, linked to increased e-commerce penetration and continued product improvement efforts.

Telco and Energy comparison

Strong year-on-year revenue growth is observed in 2021 due to the expansion of the scope of consolidation following the acquisition of SOS Tariffe, but the underlying business on a "like-for-like" basis was down due to the normalization of the volumes of telecommunications contracts brokered.

Significant growth in the volumes of energy contracts brokered is expected in 2022 due to the strong rise in hydrocarbons prices. To date, there are no significant supply restrictions in the market, although this risk cannot be ruled out later in the year. Regarding telecommunications contracts, expectations are for substantial stability, in the context of a flat market. From an operational point of view, efforts to fine-tune the offer and the organization continue.

• • 2. BPO Division

The BPO Division's performance in 2021 was solid, with an increase in revenue and operating margin at the EBITDA level when compared to the previous year. Most of the growth was due to the expanded consolidation perimeter in Insurance BPO, thanks the acquisition of Gruppo Lercari at the end of November 2020. Net of this effect, the revenues of the Division would still have grown over 5%.

In financial year 2022, subject to unforeseeable effects linked to the international geopolitical instability, there appears to be substantial continuity with 2021, with turnover and margins increasing. The growth in turnover and margins is mainly linked to the recent bolt-on acquisitions in insurance and real estate services, while the existing perimeter should show stable revenues, albeit with differences between the various business lines, as detailed below. It should also be noted that the management expects that during 2022 our fintech project in the speciality finance area, performed by Centro Finanziamenti S.p.A. will reach break-even and start to contribute positively to the marginality of the Division.

Mortgage BPO

In the second half of 2021, Mortgage BPO saw a progressive slowdown of turnover over the course of the year, when compared to the same months in 2020, due to the rapid normalization of the refinancing business. At the same time, volumes in traditional services (commercial support and processing of residential mortgages) grew, allowing the year to end with a higher operating margin than the previous year.

For the first part of 2022, volumes are expected to be in line with the last quarter of the year just ended, and therefore lower than in the same period of 2021. However, the operating margin will be up, due to the different mix of services.

Real Estate Services BPO

The business line performed beyond management's expectations, growing both in terms of revenues and margins, thanks to our effort to reduce direct costs related to real estate valuations and to the contribution of services related to "Ecobonus" incentives. 

In 2022, BPO Real Estate Services are expected to grow significantly thanks to the acquisition of the activities of Europa S.r.l., the consolidation of which will begin on March 1, 2022. In the existing perimeter, revenues are expected to be in line with those of the year just ended. 

Loans BPO

In 2021, BPO Loans managed, contrary to management's initial expectations, to replicate the record result of 2020. This result was achieved thanks to an excellent performance in the area of portfolio servicing, both in the retail area (salary and pension guaranteed loans) and in the corporate area (SME loans), which made it possible to offset the normalization of revenues from services supporting the origination of state-guaranteed SME loans, underlying the extraordinary growth of 2020.

In 2022, revenues and margins are expected to be slightly higher than in 2021.

Insurance BPO

As expected, 2021 was a transition year, characterized by the restructuring of the business existing prior to the acquisition of Gruppo Lercari, and management has been focused on the integration process, which will continue in 2022, with respect to the two Insurance BPO acquisitions announced in recent months.

For 2022, the management expects growth, both organic (over 5%) and through the contribution, from the second half of the year, of the announced acquisitions.

Investment Services BPO

In 2021, Investment Services BPO confirmed initial expectations, showing double-digit revenue growth, thanks to growth in service volumes, both organically and through the acquisition of a new contract.

In 2022, the growth effects linked to the new contract will continue, but this positive effect could, however, be counterbalanced by the uncertain performance of financial markets, to which some of the revenue drivers of the business line's services are linked.

Leasing/Rental BPO

The business line represented by Agenzia Italia S.p.A. performed beyond management's initial expectations, with growth of over 10% compared with 2020 and an increase in operating margins. This result, although benefiting again this year from the one-off positive impact of the management of vehicle stamp duties, is attributable to the management's ability to counteract, thanks to its own commercial initiatives, the slowdown in certain activities linked to the automotive business, which were affected by delays in the delivery of new cars, linked to the well-known difficulties of manufacturers in finding certain critical components (e.g. microchips).

In financial year 2022, revenues and margins are expected to be slightly up when compared to 2021.

• 13. Other information

      3. Offices

The registered offices of the Issuer and of the Italian subsidiaries are located in via F. Casati, 1/A, Milan, except for Agenzia Italia S.p.A., whose registered office is located in via V. Alfieri 1, in Conegliano (TV), and some subsidiaries of the Lercari Group, whose registered office is located in Via Roma 8/A, in Genoa.

The registered and operating offices of Finprom S.r.l. are in Str. Cocorilor n. 24/A., Arad, Romania. The registered and operating offices of Lercari International Ltd are in 6 New London Street, London, UK.

The administrative offices of the Group are located in Italy, at via Desenzano 2, Milan, except for 7Pixel S.r.l., Zoorate S.r.l. and Klikkapromo S.r.l., whose administrative office is in via Lanzoni, 13, Giussago (PV), Agenzia Italia S.p.A., whose administrative office is in via Venezia 13, in San Vendemiano (TV), and the companies of the Lercari Group, whose administrative office is in via Roma 8/A, in Genoa.

The following table shows the main Italian operating offices of the Group as of December 31, 2021:

• • 2. Relations with related parties

Related party transactions, including intra-group transactions, are part of the ordinary business operations of the Group, and do not include any unusual or atypical transactions.

Relations with related parties are mainly relations with the companies of the Group.

57. In particular, the main items refer to receivables of the Issuer from some of its subsidiaries derived from the adhesion to the tax consolidation regime for Euro 7,104 thousand, and receivables of the remaining subsidiaries from the Issuer derived from the adhesion to the tax consolidation regime for a total amount equal to Euro 2,485 thousand.

58. Concerning the main commercial relationships among companies of the Group, they are mainly represented by services, provided at arm's length. In particular, we highlight:

• revenues for advertising services provided by subsidiary Segugio.it S.r.l. for a total amount equal to Euro 18,174 thousand;

• revenues for rent and office residence services, related to the operating offices in Cagliari and Monastir, and the administrative and operating offices in via Desenzano 2 and viale Sarca 222, Milan, provided by subsidiary PP&E S.r.l. to other companies of the Group, for a total amount equal to Euro 2,719 thousand;

• revenues for outsourcing services provided by subsidiary Finprom S.r.l. to other companies of the Group, for a total amount equal to Euro 5,887 thousand.

59. As of December 31, 2021, in the face of the different commercial relationships among the companies of the Group, there are trade receivables/payables among the different companies of the Group for a total amount of Euro 11,475 thousand.

60. During the financial year ended December 31, 2021:

• subsidiary Innovazione Finanziaria SIM S.p.A. resolved and paid dividends to the Issuer for an amount of Euro 2,479 thousand;

• subsidiary Agenzia Italia S.p.A. resolved and paid dividends to MOL BPO S.r.l. for an amount of Euro 2,535 thousand;

• subsidiary Euroservizi per i Notai S.r.l. resolved and paid dividends to the Issuer for an amount of Euro 600 thousand;

• subsidiary MutuiOnline S.p.A. resolved dividends to the Issuer for an amount of Euro 7,500 thousand;

• associated company Generale Servizi Amministrativi S.r.l. resolved and paid dividends to the Issuer for an amount of Euro 160 thousand.

• • 3. Risk management

Risk management of the Group is based on the principle that operating risk or financial risk is managed by the person in charge of the business process involved.

The main risks are reported and discussed at Group top management level in order to create the conditions for their coverage, assurance and assessment of residual risk.

Exchange and interest rate risk

Currently the financial risk management policies of the companies of the Group do not provide for use of derivative instruments against the interest rate risk (except for the loan with Unicredit S.p.A.) since, as of today, the risk of incurring in greater interest costs as a result of unfavorable variations of market interest rates, as better analyzed in the following, is limited in size if compared to the economic and financial parameters of the Group and is therefore considered acceptable compared to the costs that would be required to mitigate or eliminate such risk.

61. The interest rate on the bank loan from Crédit Agricole Cariparma S.p.A., signed on June 28, 2018, is equal to 3-month Euribor increased by 0.90%, and it is subject to change during the length of the contract based on the change of the ratio between Net Financial Indebtedness and EBITDA.

62. The interest rate on the bank loan from Banco BPM S.p.A., signed on September 27, 2018, is equal to 6-month Euribor increased by 1.10% on the amortizing credit line equal to Euro 15,000 thousand and by 1.30% on the bullet credit line equal to Euro 5,000 thousand. Moreover, the interest rate is subject to a change during the length of the contract based on the change of the ratio between Net Financial Indebtedness and EBITDA.

63. The interest rate on the loan from Unicredit S.p.A., obtained on February 26, 2021, is equal to 3-month Euribor increased by 1.60%. On such loan the Issuer subscribed a derivative hedging the variable rate, which converts the 3-months Euribor interest rate into a yearly fixed rate of -0.15%, and whose fair value as of December 31, 2021 is negative Euro 16 thousand.

64. A possible unfavorable variation of the Euribor, equal to 1.0%, should produce an additional overall expense for the Group equal to Euro 247 thousand in 2022. It is worth pointing out that such variation of interest rates would be partially compensated by the favorable impact on available liquidity.

For the remaining loans already described in paragraph 2.4.1, a fixed rate is applied instead.

It is also worth pointing out that the Group pursues a policy for the management of available liquidity by investing it in low-risk and/or promptly disposable financial assets. 

As regards to the coverage of exchange rate risk, it is worth pointing out that, as of the reference date of this report, there are no significant assets or liabilities denominated in currencies different from the Euro and exchange rate risk is therefore not present.

Credit risk

The current assets of the Group, with the exception of cash and cash equivalents, are constituted mainly by trade receivables for an amount of Euro 109,895 thousand, of which the overdue portion as of December 31, 2021 is equal to Euro 27,700 thousand, of which Euro 5,706 thousand is overdue for over 90 days.

Most of the gross overdue receivables were paid by the clients during the first months of 2022. As of the date of approval of this report, receivables not yet collected, overdue as of December 31, 2021, amount to Euro 5,914 thousand, of which Euro 3,728 thousand are receivables already overdue for over 90 days as of December 31, 2021.

Trade receivables are mainly from banks and other financial institutions, insurance companies, leasing/rental companies and public entities, considered highly reliable but, facing receivables for which we consider a credit risk could arise, we allotted an allowance for doubtful receivables equal to Euro 5,876 thousand.

The Group monitors counterparty risk by analyzing the solvency and standing of customers before entering into business relations with them and trying to limit an excessively high concentration of receivables from a few counterparties.

For this purpose, it is worth mentioning that we do not notice any significant concentration of revenues on any client: in 2021 the revenues from the main client of the Group represent 7.9% of total consolidated revenues.

Liquidity risk

Liquidity risk represents the risk that a company is not able to procure financial resources to support short-term operations.

The total amount of liquidity as of December 31, 2021 is Euro 165,857 thousand, and current financial liabilities equal to Euro 25,211 thousand; therefore, the management believes that liquidity risk for the Group is limited.

Risk linked to Covid-19 Pandemic

This scenario had significant impacts on the economy, financial markets and consumer confidence in Italy and worldwide.

The Group has taken prompt action, also on the basis of directives issued by the Government, to stem the possible impacts of health threats for its employees, and has equipped its personnel with all the necessary tools to continue working safely and, where appropriate, remotely.

It should be noted, however, that the current scenario did not have a significant impact on the economic results achieved in the financial year ended December 31, 2021 (with regard to the impact of this scenario on the Group's economic results in 2020, please refer to the consolidated financial statements as of December 31, 2020).

As of the date of approval of this report, it is not possible to predict the duration and the lasting impacts of the pandemic and therefore assess their economic and financial impact on the results for the medium term.

It should be noted, anyway, that:

• there have not been significant delays in payments from clients, nor news of particular difficulties on their part;

• no financial tensions occurred for the Group;

• there are no elements that could put into question the going concern assumption according to which the financial statements have been prepared.

Operating risk and going concern

The technological component is an essential element for the operating activities of the Group; therefore, there is the risk that the possible malfunctioning of the technological infrastructure may cause an interruption of client services or loss of data. However, the companies of the Group have developed a series of plans, procedures and tools to guarantee business continuity and data security. 

Considering the economic and financial situation, in particular the available reserves, and taking into account the trend of the net working capital and of the economic and financial situation, the separated and consolidated financial reports have been prepared considering the assumption of going concern, respected.

It should also be considered that the Group, as in previous years, has achieved positive economic results, and that future economic forecasts are also positive. Finally, the Group has adequate financial resources to meet its future obligations over a period of at least 12 months from the date of approval of the financial statements, and it can, where necessary, activate additional levers to rapidly liquidate significant invested amounts.

• • 4. Information concerning environment and human resources

With regards to the management of human resources and of environmental matters for the financial year ended December 31, 2021, we are not aware of any events that could entail any responsibility for the Group.

• 14. Net income allocation and dividend distribution proposal

The net income of the Issuer for the financial year ended December 31, 2021 is equal to Euro 3,826,260.00. This income is influenced by the distribution of part of the distributable reserves of the subsidiaries. 

The board of directors prudently resolved to propose to the shareholders' meeting to approve an ordinary dividend distribution for a total of Euro 0.40 per outstanding share, equal to an estimated total amount of Euro 15,239,430.80, broken down as follows:

• Euro 3,809,857.70, corresponding to Euro 0.10 per share, as ordinary dividend deriving from the net income of the period, with ex-dividend date May 16, 2022, record date May 17, 2022 and payable date May 18, 2022.

• Euro 11,429,573.10, corresponding to Euro 0.30 per share as ordinary dividend deriving from retaining earnings. 

The Company's statutory financial statements for the year ended December 31, 2021 will be approved by the shareholders' meeting of Gruppo MutuiOnline S.p.A., to be held on April 28, 2022 (single call).

Milan, March 15, 2022

For the Board of Directors

The Chairman

(Ing. Marco Pescarmona)

____________________________

CONSOLIDATED ANNUAL REPORT 

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2021

Prepared according to IAS/IFRS

3. CONSOLIDATED ANNUAL REPORT AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2021

   15. Financial statements

       1. Consolidated statement of financial position 

* For the disclosure on the reclassification of comparative data as of December 31, 2020, please refer to note 5.

• • 2. Consolidated income statement

• • 3. Consolidated comprehensive income statement

• • 4. Consolidated statement of cash flows

• • 5. Consolidated statement of changes in shareholders' equity

• 2. Notes to the consolidated financial statements

1. General information

65. Gruppo MutuiOnline S.p.A. (the "Company" or the "Issuer") is the holding company of a group of firms  (the "Group") with an important position in the Italian market for the online comparison, promotion and intermediation of products provided by financial institutions, e-commerce operators and utilities providers (main websites www.mutuionline.it, www.prestitionline.it, www.segugio.it,  www.trovaprezzi.it and www.sostariffe.it) and in the Italian market for the provision of complex business process outsourcing services for the financial sector.

This consolidated annual report, including the consolidated statement of financial position, consolidated comprehensive income statement, consolidated statement of cash flows and consolidated statement of changes in shareholders' equity as of and for the year ended December 31, 2021 and the relevant notes, has been prepared in accordance with IFRS issued by the International Accounting Standard Board ("IASB") and the related interpretations SIC/IFRIC, adopted by the European Commission. Besides it has been prepared in accordance with CONSOB resolutions No. 15519 and No. 15520 dated July 27, 2006, with ESMA orientation 32-382-1138 of March 4, 2021, with the guidance Consob n. 5/21 of April 29, 2021, and with art. 149-duodecies of the Issuer Regulations. 

IFRS should be understood as the International Financial Reporting Standards, the International Accounting Standards ("IAS"), the interpretations of the International Financial Reporting Interpretation Committee ("IFRIC"), previously denominated Standing Interpretations Committee ("SIC"), as adopted by the European Commission as of December 31, 2021 and published in the EU regulations as of this date.

66. In particular, the IFRS have been consistently applied to all the periods presented.

The Group has elected the "non-current/current" presentation for the statement of financial position, the presentation of costs by nature for the income statement, the comprehensive income statements and the indirect method for the preparation of the statement of cash flows.

The statement of changes in shareholders' equity was prepared according with IAS 1.

67. These consolidated financial statements have been prepared in Euro, the currency of the primary economic environment in which the Group operates.

68. All the amounts included in the tables of the following notes are in thousands of Euros, except where otherwise stated.

69. These consolidated financial statements have been prepared according to the going concern assumption, due to the economic and financial results achieved.

The Board of Directors approved the publication of the present document on March 15, 2022.

2. Basis of preparation of the consolidated financial statements

The following consolidation procedures have been applied in the preparation of the consolidated financial statements as of and for the year ended December 31, 2021.

The consolidated financial statements of the Group include the financial statements of Gruppo MutuiOnline S.p.A. and its subsidiaries, over which the Company exercises direct or indirect control and the value measured with the equity method of joint ventures and of associated companies. Subsidiaries are consolidated from the date when control is acquired until the date when it ceases. Control is connected with the ongoing existence of all the following conditions:

• power over the investee;

• the possibility of achieving a return resulting from ownership of the investment;

• the investor's ability to use its power over the investee to affect the amount of its return.

The existence of potential voting rights exercisable, if substantial, at the reporting date is also taken into consideration for the purposes of determining control.

Furthermore, it is worth pointing out that once control of an entity is obtained, transactions, in which further minority interests are acquired or sold, without modifying the control exercised on the subsidiary, are considered transactions with the shareholders and therefore should be recorded as equity transactions, without recording any effect in the comprehensive income statement. Subsidiaries are consolidated on a line-by-line basis. The criteria adopted for consolidation on a line-by-line basis are:

• the assets and liabilities, income and expenses of the entirely consolidated entities are taken line by line, attributing to minority interest the portion of the shareholders' equity and net income for the year due to it; this portion is disclosed separately in the consolidated statement of financial position and consolidated comprehensive income statement;

• the purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets acquired, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Assets, liabilities and possible liabilities acquired are booked at the fair value at the date of the acquisition. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recognized as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement, after an audit of the correct measurement of the fair value of the assets and the liabilities acquired and of the cost of acquisition. Business combinations between entities under "common control" are accounted for with the pooling of interest method, thus recognizing assets and liabilities of the acquired entity without fair value adjustments, but adjusted for eventual differences of accounting standards used and IFRS;

• inter-company transactions and balances, as well as the relevant tax effects, are eliminated. Significant unrealized inter-company gains and losses are eliminated; as an exception, unrealized losses are not eliminated when they provide evidence for impairment of the asset transferred;

• gains and losses from the disposal of investments in subsidiaries are recognized in the income statement for an amount equal to the difference between the sale price and the net assets of the investment.

A joint venture is an arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

Associated companies are companies, which are neither subsidiaries nor joint-ventures, on which the Issuer exercises a significant influence. Significant influence is presumed when the Issuer owns, directly or indirectly, more than 20% of the ordinary share capital of a company.

Joint ventures and associated companies are evaluated with the equity method.

3. Scope of consolidation

The consolidation area includes all the entities on which the Issuer exercises control, directly or indirectly, and the companies on which the Issuer exercises a significant influence. 

The controlled and associated entities as of December 31, 2021 are:

70. 
    

71.  * the percentage in the table corresponds to the stake held by Gruppo Lercari S.r.l.

72. 
    

73. During the financial year ended December 31, 2021 the consolidation area changed with reference to:

• the merger by incorporation of Segugio Servizi S.r.l., SOS Consulting S.r.l. and SOS Dev S.r.l. into SOS Tariffe S.r.l;

• the acquisition, through 7Pixel S.r.l., of the remaining 60% stake of the share capital of Zoorate S.r.l., which led to the line-by-line consolidation of the subsidiary;

• the merger by incorporation of JPL S.r.l., GSA S.r.l. and Centro Servizi Integrati S.r.l. into Gruppo Lercari S.r.l.;

• the sale by SOS Tariffe S.r.l. of its 100% stake in SOS Broker S.r.l.;

• the demerger Fin.it S.r.l., through the assignment to Agenzia Italia S.p.A. of 70% of the net assets and liabilities of Fin.it S.r.l., equivalent to its share of the company's equity;

• the merger by incorporation of Mikono S.r.l. into Cesam S.r.l.;

• the merger by incorporation of Sircus S.r.l. into Service Lercari S.r.l..

For the calculation of the equivalent value in Euro of the financial and economics amounts in foreign currency of the Rumanian subsidiary Finprom S.r.l. and the English subsidiary Lercari International Ltd, we applied the following exchange rates:

Balance sheet items have been converted by using the exchange rate as of December 31, 2021, while income statement items have been converted by using the average exchange rate of the year. 

4. Accounting policies

The consolidated financial statements are prepared at cost, with the exception of items specifically described in the following notes, for which the measurement at fair value is adopted. The fair value is the price at which an asset could be exchanged, or a liability discharged, between knowledgeable, willing parties in an arm's length transaction.

IFRS 13 provides for a hierarchy of fair value which classifies on three levels the inputs for the assessment adopted to evaluate fair value. The hierarchy of fair value gives the highest priority to quoted prices (not adjusted) on active markets for the same assets and liabilities (data of Level 1) and the lowest priority to unobservable inputs (data of Level 3). 

Level 1 inputs are quoted prices (not adjusted) for the same assets and liabilities on active markets, which the entity may access as of the assessment date.

Level 2 inputs are inputs different from the quoted prices included in Level 1 which can be observed directly or indirectly for the asset or the liability. 

Level inputs 3 are unobservable inputs for the asset or the liability.

Receivables are derecognized if the right to receive the cash flows has been transferred or when the entity no longer controls such financial assets.

Payables are derecognized only when they are settled or the specific obligation is met or canceled or expired.

The principal accounting policies are set out below.

1. Intangible assets

Intangible assets are non-monetary assets that are distinctly identifiable and able to generate future economic benefits. These items are recognized at purchase cost and/or internal production cost, including all costs to bring the assets available for use, net of accumulated amortization and impairment, if any. 

The item includes the goodwill referred to business combinations.

Amortization commences when the asset is available for use and is systematically calculated on a straight-line basis over the estimated useful life of the asset. 

(a)     Research and development costs

Research and development costs are recognized as an expense as incurred. Costs incurred on development projects are recognized as intangible assets when:

• development activity is clearly identified and its costs can be measured reliably;

• technological feasibility is demonstrated;

• the intention of completing the project and selling the intangible goods generated are demonstrated;

• a prospective market exists or, in case of internal use, the benefits of the intangible asset for the production of intangible goods generated by the project is demonstrated;

• the necessary technological and financial resources for the completion of the project are available. 

Amortization is usually calculated on a straight-line basis over 5 years, which represents the estimated useful life of the assets.

It should, however, be noted that following the analyses carried out for the statutory financial statements of the Group companies as of December 31, 2020, as part of the revaluation of certain intangible assets, which are not visible except for their tax effects in these consolidated financial statements, also in the light of the considerations developed by the experts who prepared the valuation reports on such revaluations, the Group companies that used a 3 or 4 year amortization period for their proprietary software, have started to use since January 1, 2021 a 5-year amortization period, considered more representative of the residual useful life of the intangible assets. The adoption of a longer amortization period is reflected in the consolidated financial statements only with reference to capitalized software development costs and software values recognized at the time of new acquisitions, as revaluations made by subsidiaries are not relevant for the purposes of international accounting standards.

(b)     Trademarks, licenses and other rights

Licenses and other rights are amortized on a straight-line basis in order to allocate their acquisition cost over the shorter of useful life and duration of the relevant contracts, starting from the moment of acquisition of the rights and usually lasting for a period of 3 to 5 years. For trademarks, amortization is calculated using the straight-line method and it is equal to a period of 10 years.

2. Property, plant and equipment 

Property, plant and equipment are stated at historical cost of acquisition or production less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition. 

All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. When assets are composed of different identifiable components whose useful life is significantly different, each component is depreciated separately applying the "component approach". 

Depreciation is charged to each component on a systematic basis over the estimated useful life from the date of initial recognition.

Property, plant and equipment are depreciated with useful lives as follows:

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

3. Investments measured with the equity method

A joint venture is an arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

An associated entity is a company, which is neither a subsidiary nor a joint venture, on which the Issuer exercises a significant influence. Significant influence is presumed when the Issuer owns, directly or indirectly, more than 20% of the ordinary share capital of a company.

Joint ventures and investments in associated entities are measured for an amount equal to the corresponding fraction of equity in the last financial statements of the same entities, after the transfer of dividends and the application of adjustments in accordance with the disclosures for the preparation of the financial statements. 

Gains and losses arising from changes of the adjusted equity of associated companies are recorded in the income statement for the period in which they arise.

4. Leases

IFRS 16 sets out the principles for the recognition, measurement, presentation and the disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. At the commencement date of a lease, a lessee recognizes a liability to make lease payments (i.e. the lease liability) and an asset representing the right to use the underlying asset during the lease (i.e. the right of use asset). Lessees separately recognize the interest expenses on the lease liability and the depreciation expense on the right of use asset.

Lessees will be also required to re-measure the lease liability on the occurrence of certain events (e.g. a change in the lease term, a change in the future lease payments resulting from a change in an index or rate used to establish those payments). The lessee will generally recognize the re-measurement amount of the lease liability as an adjustment to the right of use of the asset.

The standard includes two recognition exemptions for lessees:

• leases of low value assets (a situation that could arise for the Group with reference to operating leases for office equipment such as photocopiers, currently recognized in the balance sheet under the item "Other operating costs");

• short-term leasing contracts (e.g. leases with a lease term of 12 months or less).

Positions that are affected by the application of IFRS 16, with a significant effect for the Group are linked to: 

• leasing contracts for the main office site (Milan);

• leasing contracts for operating sites (Faenza, Genoa, Conegliano, Arad, Tirana); 

• cars under long-term rental contracts used by employees of the Group.

5. Business combinations 

Business combinations are valued with the acquisition method. 

The cost of the acquisition is determined by the sum of the considerations transferred in a business combination, measured at the fair value at the acquisition date, the acquired liabilities and the equity instruments issued. The assets, the acquired liabilities and the potential liabilities in a business combination are initially measured at their fair value.

The minority interests in the acquired entity are measured at their fair value and at the pro-quota value of the net assets recognized for the acquired company.

The surplus between the considerations transferred, the amount of the minority interests and the fair value of the non-controlling participations held before the acquisition date, compared to the fair value of the controlling stake of the net assets acquired, is recorded as goodwill.

If the value of the net assets acquired at the acquisition date exceeds the sum of the considerations transferred, of the minority interests and of the fair value of any previously held participation in the acquired company, this surplus is recorded as income of the closed transaction in the income statement.

74. It is worth pointing out that the Group, based on shareholders' agreements related to the acquisition of Agenzia Italia S.p.A., considers applicable IAS 32 rather than IFRS 10, and recognized in the consolidated financial statement the financial liability related to the put/call option over the shares not yet purchased, without recognizing non-controlling interest. According to such approach, the business combination is accounted on the basis of the assumption that the Group could get economic benefits also on shares under the put/call option. No non-controlling interest is recognized when the acquirer determines the goodwill to recognize following the acquisition. 

75. With reference to the acquisition of Lercari Group, the Group has applied the approach, provided for by IFRS 10, of the partial recognition of minority interests, on the basis of which, at the end of the financial year, the minority interests have been reclassified as financial liabilities, related to the put/call option on the residual stake of 49.9%.

According to provisions of IFRS 3, in step acquisitions (acquisitions achieved in stages) a business combination is achieved only after control has been obtained, and at this moment all the acquired entity's identifiable net assets should be measured at the fair value; minority interests should be measured based on their fair value or based on the proportionate share of the fair value of identifiable net assets of the acquired entity (a method already permitted under the previous version of IFRS 3).

In a step acquisition of an associate, the previously held investment, until then accounted according to IAS 39 ("Financial instruments: recognition and measurement"), or according to IAS 28 ("Investments in Associates") or according to IFRS 11 ("Joint arrangements), shall be treated as if it had been sold and repurchased as of the date on which control is acquired. This participation should be measured at its "sale" date fair value and the resulting profit or loss of this measurement should be recorded in the income statement. In addition, any value previously recorded in the shareholder's equity, which should be charged in the income statement after the sale of the relevant assets, should be reclassified in the income statement. The goodwill or income (in case of badwill) deriving from the deal concluded with the subsequent acquisition should be determined as the sum of the compensation paid to acquire the control, the value of minority interests (measured according to one of the methods permitted by the standard), and the fair value of the previously held minority shareholdings, net of the fair value of the identifiable net assets of the acquired entity. 

In addition, according to IFRS 3 the costs related to the acquisition of business combinations are recognized as expenses in the period in which these costs are incurred. Finally, under IFRS 3 contingent consideration is recognized as a part of the transfer price of the acquired net assets and is measured at the acquisition date fair value. The fair value of these liabilities is restated as of the date of each financial report. Similarly, if the combination agreement includes the right to return some consideration components if specified conditions are met, that right is classified as an asset by the acquirer. Any subsequent changes in the fair value of the net assets acquired should be recognized as adjustments to the original accounting treatment only if they are determined by additional or better information about the fair value and occur within 12 months from the acquisition date; all other changes must be recorded in profit or loss.

6. Impairment

The Group verifies, at least annually, whether there are indicators of a potential loss in value of intangible and tangible assets. If the Group finds that such indications exist, it estimates the recoverable value of the relevant asset.

In addition, intangible assets with an indefinite useful life or that are not available for use and goodwill are subject to an impairment test each year, or more frequently if there is an indication that the asset may have been subject to a loss in value.

The ability to recover the assets is ascertained by comparing the reported value to the related recoverable value, which is represented by the greater of the fair value less disposal costs and the value in use.

In the absence of a binding sale agreement, the fair value is estimated on the basis of recent transaction values in an active market, or based on the best information available to determine the amount that could be obtained from selling the asset.

The value in use is determined by discounting expected cash flows resulting from the use of the asset, and if significant and reasonably determinable, the cash flows resulting from its sale at the end of its useful life.

Cash flows are determined on the basis of reasonable, documentable assumptions representing the best estimate of the future economic conditions that will occur during the remaining useful life of the asset, with greater weight given to outside information.

The discount rate applied takes into account the implicit risk of the business segment.

When it is not possible to determine the recoverable value of an individual asset, the Group estimates the recoverable value of the unit that incorporates the asset and generates cash flows ("CGU", shorthand of Cash Generating Unit).

A loss of value is reported if the recoverable value of an asset is lower than its carrying value.

This loss is booked to the income statement unless the asset was previously written up through a shareholders' equity reserve. In this case, the reduction in value is first allocated to the revaluation reserve.

If, in a future period, a loss on assets, other than goodwill, does not materialize or is reduced, the carrying value of the asset or CGU is increased up to the new estimate of recoverable value, and may not exceed the value that would have been determined if no loss from a reduction in value had been reported.

The recovery of a loss of value is posted to the income statement, unless the asset was previously reported at its revalued amount. In this case, the recovery in value is first allocated to the revaluation reserve.

The value in use of an asset that does not generate independent cash flows is determined in relation to the CGU to which this asset belongs. Impairment is recognized in the income statement whenever the carrying amount of the asset and of the related CGU exceeds its recoverable value. Whenever the circumstances causing the impairment cease to exist, the book value of the asset, except the goodwill, is restored with the recognition in the income statement, up to the net value that the asset would have had if it were not impaired and regularly depreciated.

Goodwill is not amortized, but is subject annually, or more frequently if specific events or changes in circumstances indicate that the asset might be impaired, to tests in order to identify possible impairments. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

The impairment of goodwill recorded as of the date of the financial report is shown in the income statement under depreciation of intangible assets.

7. Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and highly liquid short-term investments (readily convertible to cash within three months). Overdrafts are included in short-term borrowings and are measured at fair value.

8. Financial assets held to maturity 

These financial assets are low-risk bonds, not representing equity instruments, purchased by the Group and not available for trading, valued initially at fair value and subsequently at amortized cost using the effective interest rate basis.

9. Financial assets at fair value through OCI

Upon initial recognition, the Group can elect to irrevocably classify its equity investments as equity instruments designated at fair value through other comprehensive income ("OCI") when they meet the definition of equity under IAS 32 "Financial Instruments: Presentation" and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in the profit and loss statement when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

10. Financial assets at fair value through profit and loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Financial assets at fair value through profit and loss are classified in the financial statements at fair value and the fair value changes are recorded in profit and loss. 

11. Trade receivables

Trade receivables are valued initially at fair value and subsequently at amortized cost using the effective interest rate basis. 

Any losses arising as a result of impairment reviews are recognized in the income statement. In particular, IFRS 9 requires the Group to record expected credit losses on all its debt securities, loans and trade receivables, either over a 12-month period or on a lifetime basis (e.g. lifetime expected loss). The Group opted for the simplified approach and therefore records the expected losses on all trade receivable based on their residual contractual duration. The Group however continues to analytically consider the specificity of the sector and of some clients in its assessments.

In the presence of impairment indicators, the values of the assets are reduced to the present value of expected future cash flows and the differences are recognized in the income statement, with a provision for bad debts as counterbalance, offsetting trade receivables. If in subsequent periods the reasons for such impairments are no longer valid, the values of the assets are reinstated up to the amortized cost as if the impairment had never occurred.

12. Own shares

Own shares are booked as a reduction of shareholders' equity. Being the shares without nominal value, the purchase cost is deducted from the share capital for an amount implicitly corresponding to the nominal value and from the distributable reserves for an amount equal to the remaining part of the purchase cost. 

13. Trade payables and financial liabilities

Financial liabilities, trade payables and other debts are initially recognized at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Amortization is determined based on the effective interest rate which equates, at the initial moment, the present value of cash flows connected with the liability and its initial recorded amount (amortized cost method).

Whenever expected future cash flows change, and these could be reliably estimated, the value of the liability is recalculated on the basis of the new cash flows and the initial effective interest rate.

14. Provisions for risks and charges

Provisions are recognized when; (i) the existence of a current obligation, legal or implicit, arising from a past event, is probable; (ii) it is probable that the fulfillment of the obligation will be onerous; (iii) the amount of the obligation can be reliably estimated. Provisions are recognized based on the best estimate of the expenditure required to settle the present obligation or to transfer it to a third party at the balance sheet date. When the financial effect of the timing of the obligation is significant and the dates of the payments can be reliably estimated, the provision is discounted back. Provisions are measured at the present value of the payments expected to be required to settle the obligation using a rate that reflects current market assessments of the time value of money and the risks specific to the obligation.

15. Defined benefit program liability

Employee termination benefits ("Trattamento Fine Rapporto", or "TFR"), which are compulsory for Italian companies in accordance with the civil code, are considered by IFRS as a defined benefit program, based, among other things, on the period of employment and the remuneration of the employee during a predefined period. 

The TFR liability is determined by independent actuaries using the Projected Unit Credit Method to account for the time value of money. According to "revised" IAS 19 the adjustments deriving from the changes in actuarial assumptions are recorded in equity, by means of the recognition in the comprehensive income statements. 

The implicit interest cost for the adjustment of the present value of the TFR liability over time is recognized in the financial expenses in the income statement.

The legislative changes that become effective in 2007 had no material impact on the evaluation method adopted by the Group because the percentage of employees adhering to the funds at the relevant date was low and besides the greater part of employees of the companies of the Group is employed in companies that did not exceeded the limits, provided by the new law and calculated on the average number of employees in 2006, over which a company is obliged to contribute the accrued fund to the National Institute for Social Security ("INPS") when employees choose to keep their TFR in the company.

16. Share based payments

The Group has a stock option plan for the benefit of directors, employees and other personnel. As per IFRS 2 ("Share based payments"), stock option plans are valued at the fair value of the option at grant date, using methods that take into account the exercise price and vesting period of the option, the current stock price, the expected volatility and dividend payout of the shares, and the risk-free interest rate determined on the day of the option grant. 

As of the grant date, the expense related to the stock option plan is recognized on a straight-line basis in personnel costs in the income statement over the vesting period of the option, and in a reserve in shareholders' equity.

17. Revenue recognition

Revenues and other income are recognized net of discounts, allowances and bonuses and of the provision for possible repayments of commissions upon early repayment or insolvency of brokered loans.

IFRS 15 provides for the recognition of revenues for an amount which reflects the compensation at which the entity believes to be entitled in the economic transaction with the customer for the transfer of products and services.

Revenues are recognized in the income statement when it is probable that future economic benefits will flow to the Group.

The methods of revenue recognition for the main activities of the Group are as follows: 

(a)      Credit, insurance, telecommunications and energy broking services, and e-commerce price comparison

Revenues from credit, insurance, telecommunications and energy broking services are recognized upon the actual disbursement of loans by lenders, the actual underwriting of contracts by insurance companies or the subscription of the contract for telecommunications or energy. The Group is entitled to receive its commission for the service provided only when the operation is closed with the disbursement of a loan, the activation/renewal of an insurance policy or a utility contract.

Those revenues include fees whose recognition is based on information coming from consumers and not yet confirmed by the client companies as of the end of the financial year.

Revenues from e-commerce price comparison activities are recorded at the time of click (in the case of pay per click) or at the time of product purchase (in the case of pay per sell).

(b)      BPO services

Revenues from BPO services are recognized based on the type of services provided and contractual conditions agreed with clients. In particular, we can identify the following categories of services provided:

• provision of services whose revenues accrue upon the completion of each phase of processing, regardless of the effective outcome of the process; 

• provision of services whose revenues accrue upon the completion of the processing and is subject to the effective closing of a transaction, such as a loan disbursement. In such case, the measurement of the revenue, in accordance with IFRS 15, depends on the stages effectively accomplished, on their contractual value, and the probabilities of success of the applications; 

• promotion and placement of financial products, whose revenues are represented by success fees based on the amount of the operations finalized;

• agreements which provide for document collection activities concerning Investment Services BPO. The standard provides for the evaluation of revenues based on their stand-alone selling price: when the unit value of any job is decreasing during the years of the contract effectiveness, without any justification deriving from economies of learning and at the same value of the service provided. Considering the ongoing agreement with the client, and the analysis performed on the basis of the available data, the Group believes it is not appropriate to proceed with a linearization of the unit value of revenues associated to each job; 

• agreements, regarding the provision of administrative credit collection services on behalf of insurance companies. In such case, we take into consideration, for the determination of the total compensation of the contract, both the possible implicit financial impact in transactions where the timing of payments agreed by the parties gives the customer a financial benefit, and the probability of cashing these receivables, on which the fees due to the company are established.

18. Government grants

Government grants are recognized when it is reasonably certain that the Group will respect the related conditions and they will be received.

19. Cost recognition

Costs are recognized as the assets and services are consumed during the relevant period or when they are sustained, when it is not possible to determine future economic benefits.

20. Financial income and expenses

Interest income and expenses are recognized in the accrual period on the net value of the relevant financial assets and liabilities using the effective interest rate method.

Financial expenses are recognized on an accrual basis and recorded in the income statement in the accrual period.

21. Taxation

Current income taxes are accounted on the basis of estimated taxable income and the relevant applicable tax rates.

Deferred income taxes are determined based on temporary differences arising between the tax bases of assets and liabilities (excluding goodwill) and their carrying amounts, and differences arising from undistributed reserves registered in the shareholders' equity of the subsidiaries when the timing of reversal of these differences is under the Group's control and they will probably reverse within a reliably foreseeable period. Deferred income tax assets, including those on tax loss carryforwards, and not offset by deferred tax liabilities, are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income taxes are calculated using tax rates (and laws) that are expected to apply when the related deferred income tax assets are realized or the deferred income tax liabilities are settled. 

Current and deferred income taxes are recognized in the income statement with the exception of the items that are recognized directly in shareholders' equity in which case the tax effect is accounted for in the relevant equity reserve. Current and deferred tax assets and liabilities are netted only when the entity has a legally enforceable right to offset the recognized amounts.

Substitute tax relates to the revaluation of assets according to Italian tax legislation and is recognized in income tax expense in the income statement. Other taxes, not related to income, are recognized in other operating costs in the income statement.

22. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

IFRS 9 Adoption

76. IFRS 9 sets out the accounting of financial instruments with reference to the following areas: classification and measurement, impairment and hedge accounting. 

77. The main areas of intervention on the discipline operated by the standard are described below.

Classification and measurement of the financial assets and liabilities

78. The Group does not own at present any financial liability measured at fair value through profit and loss due to the adoption of the so-called fair value option. 

79. Concerning financial assets, the new standard provides that the classification of the assets depends on the characteristics of the financial flows linked to such assets and to the business model used by the Group for their management. The Group at present does not own nor managed during the financial year any financial asset, such as debt securities, with sale purpose nor in absolute terms, except for the financial instruments managed as part of the core business of the company Centro Finanziamenti S.p.A. and for the financial instruments acquired following the change in the consolidation area occurred in the period. In addition, the Group does not own participations as investments which could be included under IFRS 9 or derivatives, even embedded ones. Trade receivables are held to be cashed at the contractual maturities of the cash flows related to them in capital and interest, where applicable. The Group assessed the characteristics of the contractual cash flows of these instruments and concluded that they respect the criteria for the measurement at amortized cost according to IFRS 9. Therefore, it was not necessary to reclassify these financial instruments. We can reach the same conclusions for the items recorded as cash and cash equivalents.

80. Impairment

81. IFRS 9 requires the Group to record expected credit losses on all its debt securities, loans and trade receivables, either over a 12-month period or on a lifetime basis (e.g. lifetime expected loss). The Group opted for the simplified approach and therefore records the expected losses on every trade receivable based on their residual contractual duration. The standard allows the adoption of matrixes for the measurement of the provision, capable of incorporating forecast information and not limited to historical evidences, as a practical expedient. The Group however continues to analytically consider the specificity of the sector and of some clients in its assessments. 

82. Hedge accounting 

83. Given that IFRS 9 does not modify the general principle according to which an entity accounts for the effective hedging instruments, the main changes compared to the previous regulation IAS 39 are the following: (i) the hedge effectiveness test is only perspective and can also be based on qualitative aspects, replacing the previous 80-125% test and focusing on the economic relationship between hedge and hedged element; (ii) the possibility to designate as subject to hedging only a component of risk also for non-financial elements (provided that the risk component can be separately identifiable and reliably estimated); (iii) introduction of the cost of hedging concept; (iv) greater possibility to designate groups of elements as subject to hedging, including stratifications and some net positions. Without hedge accounting, the changes in the fair value of derivatives will continue to be recorded in the income statement.

84. In 2021, cash flow hedging transactions concerned the interest rate risk relating to the loan signed with Unicredit on February 26, 2021. A derivative was signed on this loan to hedge the interest rate, which converts the 3-month Euribor rate into a fixed rate of -0.15% on an annual basis.

23. Earnings per share 

(a)     Basic

Basic earnings per share are calculated by dividing the net income attributable to the Group by the weighted average number of ordinary shares outstanding during the year, excluding own shares.

(b)     Diluted

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding, excluding own shares, assuming the exercise of all potentially dilutive rights, whilst the Group's net income is adjusted to account for the effect of the conversion, net of taxes. The diluted earnings per share are not calculated in the event of losses, given that any such calculation would result in an improvement in the Group's results.

24. Accounting estimates and judgments

The preparation of the financial statements requires the application by the directors of principles and accounting methodologies that sometimes require the use of estimates and judgments based on historical experience and other assumptions that are believed to be reasonable under the circumstances. The application of these estimates and assumptions impacts on the amounts included in the statement of financial position, income statement, statement of cash flows and the notes to the financial statements. The resulting accounting estimates could differ from the related actual results because of the uncertainty influencing the assumptions.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below.

(a)     Deferred taxes

Deferred tax assets/liabilities are recognized on the basis of expectations of future earnings. The estimate of future earnings for purposes of the recognition of deferred taxes depends on factors that could vary over time and significantly affect the amount of deferred tax assets/liabilities.

(b)     Stock options

The valuation of stock option plans is based on valuation techniques that take into consideration the expected volatility of share prices and the dividend yield. Should different assumptions be applied, the valuation of the stock option plans and the related expenses could be different.

(c)     Impairment test for the evaluation of goodwill and participations

The impairment test provides for the use of valuation methods based on estimations and assumptions which could be subject to significant changes with subsequent impacts on the results of the evaluations done.

(d)     Fair value of net assets acquired in a business combination 

Pursuant to IFRS 3, the Group records the identifiable acquired assets and liabilities at fair value as of the date of acquisition of control. The residual amount is recorded as goodwill arising from the acquisition. These values are determined by estimating the identifiable assets and liabilities, based on reasonable and realistic assumptions using the information available at the date when control was acquired, which had an effect on the value of the recognized assets, liabilities and goodwill, as well as on the revenues and expenses for the period. 

25. New principles effective starting from the financial year ended December 31, 2021 not relevant to the Group

85. The following standards, amendments and interpretations, applicable from January 1, 2021, are not relevant or they did not involve effects for the Group:

• interest rate benchmark reform: amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. 

5. Restatement of comparative figure as of December 31, 2020 

In November 2020, the Group completed the acquisitions of the Lercari Group and SOS Tariffe S.r.l.. The initial allocations of the purchase prices relating to these business combinations were not completed as of December 31, 2020, therefore, as allowed by IFRS 3, provisional goodwill was determined for each acquisition, equal to Euro 65,221 thousand for the Lercari Group and Euro 25,931 thousand for SOS Tariffe S.r.l..

The final allocations of the purchase price led to the restatement of the comparative figures as of December 31, 2020 as detailed below:

Consequently, as detailed in note 7 below, the final goodwill allocated to the Lercari Group CGU is equal to Euro 44,240 thousand, and the final goodwill allocated to the SOS Tariffe CGU is equal to Euro 13,147 thousand.

6. Financial risk analysis

Risk management of the Group is based on the principle that operating risk or financial risk is managed by the person in charge of the business process involved.

The main risks are reported and discussed at Group top management level in order to create the conditions for their coverage, assurance and assessment of residual risk.

Exchange and interest rate risk

Currently the financial risk management policies of the companies of the Group do not provide for use of derivative instruments against the interest rate risk (except for the loan with Unicredit S.p.A.) since, as of today, the risk of incurring in greater interest costs as a result of unfavorable variations of market interest rates, as better analyzed in the following, is limited in size if compared to the economic and financial parameters of the Group and is therefore considered acceptable compared to the costs that would be required to mitigate or eliminate such risk.

86. The interest rate on the loan from Crédit Agricole Cariparma S.p.A., signed on June 28, 2018, is equal to 3-month Euribor increased by a spread equal to 0.90%, and is subject to variation at each payment date based on the ratio between the Net Financial Indebtedness and EBITDA. 

87. The interest rate on the loan from Banco BPM S.p.A., signed on September 27, 2018, is equal to 6-month Euribor increased by 1.10% on the amortizing credit line equal to Euro 15,000 thousand, and equal to 6-month Euribor increased by 1.30% on the bullet credit line equal to Euro 5,000 thousand. The interest rate is subject to variation at each payment date based on the ratio between the Net Financial Indebtedness and EBITDA.

88. The interest rate on the loan from Unicredit S.p.A., obtained on February 26, 2021, is equal to 3-month Euribor increased by 1.60%. On such loan the Issuer subscribed a derivative hedging the variable rate, which converts the 3-months Euribor interest rate into a yearly fixed rate of -0.15%, and whose fair value as of December 31, 2021 is negative Euro 16 thousand.

A possible unfavorable variation of the interest rate, equal to 1,0%, should produce an additional expense for the Group equal to Euro 247 thousand in 2022. It is worth pointing out that such variation of the interest rate would be to a large extent compensated by the favorable impact on available liquidity.

For the remaining loans already described in paragraph 2.4.1, a fixed rate is applied instead.

It is also worth pointing out that the Group pursues a policy for the management of available liquidity by investing it in low-risk and/or promptly disposable financial assets. 

As regards to the coverage of exchange rate risk, it is worth pointing out that, as of the reference date of this report, there are no significant assets or liabilities denominated in currencies different from the Euro and exchange rate risk is therefore not present.

Credit risk

The current assets of the Group, with the exception of cash and cash equivalents, are constituted mainly by trade receivables for an amount of Euro 109,895 thousand, of which the overdue portion as of December 31, 2021 is equal to Euro 27,700 thousand, of which Euro 5,706 thousand is overdue for over 90 days.

The majority of the gross overdue receivables were paid by the clients during the first months of 2022. As of the date of approval of this report, receivables not yet collected, overdue as of December 31, 2021, amount to Euro 5,914 thousand, of which Euro 3,728 thousand refers to receivables already overdue for over 90 days as of December 31, 2021.

Trade receivables are mainly versus banks and other financial institutions, insurance companies, leasing/rental companies and public entities, considered highly reliable but, facing receivables for which we consider a credit risk could arise, we allotted an allowance for doubtful receivables equal to Euro 5,876 thousand.

The Group monitors counterparty risk by analyzing the solvency and standing of customers before entering into business relations with them and trying to limit an excessively high concentration of receivables from a few counterparties.

For this purpose, it is worth mentioning that we do not notice concentration of revenues on any client: in 2021 the revenues from the main client of the Group represent 7.9% of total consolidated revenues.

Liquidity risk

Liquidity risk represents the risk that a company is not able to procure financial resources to support short-term operations.

The total amount of liquidity as of December 31, 2021 is Euro 165.857 thousand, and current financial liabilities equal to Euro 25,211 thousand; therefore, the management believes that liquidity risk for the Group is limited.

Risk linked to Covid-19 Pandemic

This scenario had significant impacts on the economy, financial markets and consumer confidence in Italy and worldwide.

The Group has taken prompt action, also on the basis of directives issued by the Government, to stem the possible impacts of health threats for its employees, and has equipped its personnel with all the necessary tools to continue working safely and, where appropriate, remotely.

It should be noted, however, that the current scenario did not have a significant impact on the economic results achieved in the financial year ended December 31, 2021 (with regard to the impact of this scenario on the Group's economic results in 2020, please refer to the consolidated financial statements as of December 31, 2020).

As of the date of approval of this report, it is not possible to predict the duration and the lasting impacts of the pandemic and therefore assess their economic and financial impact on the results for the medium term.

It should be noted, anyway, that:

• there have not been significant delays in payments from clients, nor news of particular difficulties on their part;

• no financial tensions occurred for the Group;

• there are no elements that could put into question the going concern assumption according to which the financial statements have been prepared.

Operating risk and going concern

The technological component is an essential element for the operating activities of the Group; therefore, there is the risk that the possible malfunctioning of the technological infrastructure may cause an interruption of client services or loss of data. However, the companies of the Group have developed a series of plans, procedures and tools to guarantee business continuity and data security. 

Considering the economic and financial situation, in particular the available reserves, and taking into account the trend of the Net Working Capital and of the economic and financial situation, the separated and consolidated financial reports have been prepared considering  the assumption of going concern respected.

It should also be considered that the Group, as in previous years, has achieved positive economic results, and that future economic forecasts are also positive. Finally, the Group has adequate financial resources to meet its future obligations over a period of at least 12 months from the date of approval of the financial statements, and it can, where necessary, activate additional levers to collect highly liquid investments of significant amounts very quickly. 

7. Segment reporting

The primary segment reporting is by business segments; the board of directors of the Issuer identifies the business segments of the Group in Broking and BPO Division:

• Broking Division: the division operates in the Italian market for credit and insurance distribution, operating as a credit intermediary and insurance broker. The credit products that we broker are mainly mortgages and personal loans, provided to retail clients primarily through remote channels and secondarily through the territorial network. The lenders using the credit intermediation services of the Broking Division are primary universal and specialized banks and include some of the main financial institutions operating in the Italian market. The brokered insurance products are mainly auto and motorcycle insurance policies, distributed through remote channels. Moreover, the Division also performs comparison and/or promotion of further products, including e-commerce products, bank accounts and utilities (ADSL, electricity and gas).

• BPO Division (Business Process Outsourcing Division): operates in the Italian market for outsourcing services to financial institutions, which consist principally of performing complex commercial, underwriting and portfolio servicing activities related to mortgages and CQ Loans, in the market for management and claim settlement outsourcing services, in the market of administrative outsourcing services for leasing and long-term rental operators and, finally, in the market for the provision of back office outsourcing services supporting financial advisors and investment companies. The financial institutions using the services of the BPO Division include primary national and international financial institutions.

Detailed information relative to each division is provided below. For this purpose, it is worth highlighting that the allocation of the costs incurred by the Issuer and by PP&E S.r.l. for the benefit of each Division is based on the relevant headcount in Italy at the end of the period.

Revenues by Division

Operating income by Division

As follows we provide the breakdown of revenues by client for each Division:

• 1. Percentage of total Division revenues

Assets by Division 

The allocation of property, plant and equipment shared by both Divisions is based on space occupied.

Liabilities by Division

8. Business combinations

89. Acquisition of Gruppo Lercari

90. On November 16, 2020 the Group acquired from the Lercari family a 50.1% stake of Gruppo Lercari S.r.l., the parent company of the namesake group of companies ("Lercari Group"), leader in the Italian market for claims appraisals, third party administration and after-sales services for the insurance sector, also active internationally through exclusive agreements with the Sedgwick Group. The agreed price for the purchase of the shares of Gruppo Lercari S.r.l. is Euro 35,664 thousand, which includes Euro 10,843 thousand of net cash balance, to which a conditional price component (whose condition occurred in 2021) of up to Euro 4,000 thousand is added.

91. Following the analysis aimed at determining the fair value of the assets, mainly represented by the software platform and the trademark, the liabilities and potential liabilities, the management, also through the support of a specifically appointed independent advisor, defined the allocation of the purchase price paid for the acquisition of the Lercari Group, as follows:

92. 
    

93. All the quotas of Gruppo Lercari S.r.l. will be subject to a lock-up of 5 years. At the end of this period, as well as upon the possible occurrence of specific events, reciprocal put/call options were agreed for the residual 49.9% stake. The liability related to the put/call option at the acquisition date was equal to Euro 33,697 thousand (Euro 32,672 thousand as of December 31, 2021), based on the operating cash flows resulting from the 2021 budget and the strategic plans prepared by the company for the period 2022-2023.

94. It should be noted that, as described in note 5 above, the final allocation of the price paid for this acquisition led to the restatement of the comparative balance sheet figures as of December 31, 2020.

95. Acquisition of SOS Tariffe

96. On November 27, 2020 the Group acquired from the founders and from minority shareholder Noosalab S.r.l., 100% of the share capital of SOS Tariffe S.r.l. ("SOS Tariffe"), an historical operator with a leadership position in Italian market for the comparison and promotion of telecommunication and energy contracts through the portal SOStariffe.it. The agreed price for the purchase of the shares of SOS Tariffe is Euro 28,746 thousand (of which Euro 27,546 thousand already paid as of December 31, 2021), which includes Euro 2,287 thousand of net cash balance, to which a conditional price component (whose condition occurred in 2021) of up to Euro 800 thousand is added.

97. Following the analysis aimed at determining the fair value of the assets, mainly represented by the software platform and the trademark, the liabilities and potential liabilities, the management, also through the support of a specifically appointed independent advisor, defined the allocation of the purchase price paid for the acquisition of SOS Tariffe and its subsidiaries, as follows:

98. 
    

99. It should be noted that, as described in note 3 above, the final allocation of the price paid for this acquisition led to the restatement of the comparative balance sheet figures as of December 31, 2020.

100. Acquisition of Zoorate S.r.l.

On May 26, 2021 the Group acquired, through subsidiary 7Pixel S.r.l., the remaining 60% stake of the share capital of Zoorate S.r.l., for a price of Euro 4,585 thousand, in line with the current liability previously recorded in the financial statements, as a result of the forward purchase already agreed between the parties. In addition, a deferred price component of Euro 1,052 thousand is provided, subject to the occurrence of certain events, which may be paid by April 2022. 

The higher price paid with respect to the portion of net equity acquired was allocated for Euro 4,587 thousand to the proprietary software (platform that enables the provision of all services offered by the company, including the integration and recording of the flow of purchases from e-commerce platforms, and the publication of opinions) and for Euro 746 thousand as goodwill, as follows:  

101. 
     

102. NON-CURRENT ASSETS

9. Intangible assets

The following table presents the situation and the variation of the item as of and for the year ended December 31, 2021 and 2020:

The item "Proprietary software" includes the higher value of the software recognized following the consolidation of the Lercari Group (Euro 19,280 thousand), the higher value of the software recognized following the consolidation of SOS Tariffe (Euro 11,789 thousand) and the higher value of the software recognized following the consolidation of Zoorate (Euro 4,052 thousand), and the development costs mainly refer to the personnel costs capitalized for the creation and development of the proprietary software platforms used by Group companies to perform their activities. The increases in the financial year ended December 31, 2021, are related to purchases and capitalizations for Euro 5,108 thousand, and to the recognition of the higher value of the software following the consolidation of Zoorate.

The item "Trademarks, licenses and other rights" includes the higher value of the trademark recognized following the consolidation of the Lercari Group (Euro 4,500 thousand), the higher value of the trademark recognized following the consolidation of SOS Tariffe (Euro 2,696 thousand) and the value of the licenses for the utilization of third-party software and trademarks of the Group. The increases in the financial year ended December 31, 2021 refer to software licenses purchased during the financial year for Euro 347 thousand, and to software licenses acquired following the incorporation of the business unit of Fin.it S.r.l. into Agenzia Italia S.p.A.. 

103. The item "Goodwill" includes the goodwill emerged from the allocation of the purchase prices of the investments acquired.

104. The increase of the year equal to Euro 746 thousand refers to the recognition of the goodwill allocated following the acquisition of Zoorate S.r.l., while the decrease equal to Euro 2,801 thousand refers to the write-down of goodwill related to the Centro Processi Assicurativi CGU, as described in the following note.

10. Recoverability of intangible assets

The following table presents the detailed goodwill reported as of December 31, 2021 and subject to impairment test, which differs if compared to the previous year due to the recognition of the goodwill arising from the acquisition of Zoorate S.r.l., and the write-down of the goodwill related to the Centro Processi Assicurativi S.r.l. CGU:

Each goodwill recorded in the financial statements as of December 31, 2021 and indicated above belongs to a specific CGU.

As regards the determination of the recoverable amount of the CGUs, based on the value-in-use method, the cash flows generated by the CGUs themselves have been estimated. Forecasts of operating cash flows derive from the related business plans of at least three years' duration, approved by the Board of Directors of the Issuer held on March 15, 2022.

The main assumptions regarding the value-in-use of the CGUs are the operating cash flows during the three-year forecast period, the discount rate and the growth rate used to determine the terminal value, conservatively equal to 1.3%.

The composition of future cash flows has been determined based on reasonable, prudent and consistent criteria regarding the attribution of future general expenditures, capital investment, financial balance and the main macroeconomic variables. Finally, it is worth pointing out that cash flow forecasts refer to ordinary activities and, therefore, they are not comprehensive of cash flows deriving from possible extraordinary activities.

The terminal value has been estimated with the discounted cash flow formula for perpetuities. 

The value-in-use of the CGUs has been determined by discounting the value of the estimated future cash flows, including the terminal value, which are supposed to be derived from ongoing activities, at a discount rate, net of taxes, adjusted for risk and reflecting the weighted average cost of capital.

In particular, the discount rate used is calculated starting from the Weighted Average Cost of Capital ("WACC") of the two Divisions of the Group, for the determination of which, reference was made to indicators and parameters observable on the reference market of the CGUs in question, at the current value of money. In particular, the determination of the WACC refers to the following parameters:

• Risk free rate: 0.013%, equal to the yield on 10-year Bunds at the beginning of March 2022;

• Market equity risk premium: 6.42%, source: Damodaran, Italy, January 2022; such value already includes the risk about Italian public debt;

• Additional equity risk premium: equal to 1.00%, to consider the extraordinary risk elements linked to the current geopolitical situation;

• Beta unlevered (different for the two Divisions): 0.73 for the Broking Division and 0.87 for the BPO Division using as a source 3-year unlevered betas provided by Infrontanalytics.com, for a set of comparable operators, as of the beginning of March 2022;

• Target financial structure: D/E ratio of 0.25. 

Based on the above, the discount rate would be 5.90% for the Broking Division and 6.76% for the BPO Division.

As of December 31, 2021, the in-use values of the CGUs evaluated, determined as described above, are higher if compared to the carrying amounts of the assets allocated to them, goodwill included.   

Keeping into consideration the actual situation of volatility of the markets and of uncertainty upon future economic perspectives, we developed a sensitivity analyses on the recoverable value of goodwill. 

In particular, we developed a sensitivity analysis on the recoverable amount of the CGUs, assuming an increase of the discount rate, a decrease on the perpetual growth rate. 

The sensitivity analysis, pursuant to paragraph 134 of IAS 36, of the results of impairment test for the CGUs for which we that did not notice any impairment shows the following margins of tolerance:

• Discount rate: the value in-use of the CGUs remains higher compared to the book value of the CGUs also forecasting an increase of discount rate as follows: 

• increase of discount rate until 12.50% for the Agenzia Italia CGU;

• increase of discount rate until 18.97% for the 7Pixel CGU;

• increase of discount rate until 23.58% for the Eagle & Wise CGU.

• increase of discount rate until 75.76% for the Quinservizi CGU;

• increase of discount rate until 8.27% for the Gruppo Lercari CGU;

• increase of discount rate until 9.10% for the SOS Tariffe CGU.

• growth rate "g": the value in-use of the CGUs remains higher compared to the book value of the CGUs also forecasting a drop of the implicit growth rate ("g rate") as follows:

• decrease of "g rate" until -5.83% for the Agenzia Italia CGU;

• decrease of "g rate" until -18.39% for the 7Pixel CGU;

• decrease of "g rate" until -29.18% for the Eagle & Wise CGU;

• decrease of "g rate" over -100.00% for the Quinservizi CGU;

• decrease of "g rate" until -0.42% for the Gruppo Lercari CGU;

• decrease of "g rate" until -2.41% for the SOS Tariffe CGU.

Based on the analyses performed, the Directors of the Issuer considered recoverable the book value of the goodwill recorded in the consolidated financial statements as of December 31, 2021, with the exception of the Centro Processi Assicurativi S.r.l. CGU, for which an impairment test was carried out, from which the need to make a full write-down of the value of goodwill emerged, due to a change in expectations regarding the future development of the business, also in relation to the constraints and opportunities arising from the acquisition of the Lercari Group in the development of the insurance claims management and settlement business.

Regarding the Gruppo Lercari CGU, the sensitivity analysis showed that the value in use of the CGU remains higher than the book value, with an increase of the discount rate up to 8.27% or, keeping the WACC unchanged, with a decrease of "g rate" up to -0,42%. In light of this, the Directors of the Issuer consider recoverable the book value of the goodwill of the CGU recorded in the consolidated financial statements as at 31 December 2021, but, since the conditions to confirm this assessment would not be met in the event of a significant change in the parameters used or in the economic conditions underlying the analysis carried out, they will constantly monitor the CGU during the financial year ended December 31, 2022, performing further assessments and, if necessary, write down the CGU if its value in use is lower than its book value.

11. Property, plant and equipment

The following table presents the situation and the variation of the item as of and for the year ended December 31, 2021 and 2020:

As of December 31, 2021, the net value of property, plant and equipment is equal to Euro 24,669 thousand (Euro 27,841 thousand as of December 31, 2020). During the financial year ended December 31, 2021 we record increases for a total amount of Euro 2,559 thousand, of which Euro 722 thousand related to the adoption of IFRS 16 (for which please refer to the table below), Euro 978 thousand refer to plant and machinery, mainly related to production hardware, Euro 713 thousand refer to other tangible assets, mainly related to office equipment and furniture, and Euro 146 thousand related to buildings.

The other movements include the property, plant and equipment acquired with the incorporation of a business unit of Fin.it S.r.l. into Agenzia Italia S.p.A.. 

The net book value of "Land and buildings" as of December 31, 2021 mainly refers to the operating office of 7Pixel S.r.l., in Giussago (Province of Pavia) for Euro 6,036 thousand (of which Euro 892 thousand related to the land), to the building and land located in Cagliari, respectively equal to Euro 1,693 thousand and Euro 372 thousand, to the building located in Monastir (Province of Cagliari) for Euro 1,100 thousand, and to the right of use deriving from the adoption of IFRS 16 standard for Euro 8,419 thousand, in relation to the rental contracts for operating offices not owned by the Group.

The item "Plant and machinery" includes investments in generic electronic office equipment, in the different operating offices of the Group, and for production hardware. 

The item "Other tangible assets" includes investments in furniture and fittings, specific equipment and vehicles.

105. Changes in the values of the rights of use and the leasing liabilities during the financial year ended December 31, 2021 is shown below:

106. 
     

The main increases refer to the right of use of vehicles, as a result of the higher agreements signed during 2021.

12. Participations measured with the equity method

The item includes the participation in the subsidiaries Fin.it S.r.l., Generale Fiduciaria S.p.A., Generale Servizi Amministrativi S.r.l., LC Servizi S.r.l., Sircus Gandino S.r.l., and in the joint venture PrestiPro S.r.l..

The following table shows the changes in this item for financial year ended December 31, 2021:

The item "Participations measured with the equity method" shows a decrease equal to Euro 1,262 thousand.

The other movements include the decrease of the value of the participation in Fin.it S.r.l., following the incorporation of the business unit in Agenzia Italia S.p.A., in Zoorate S.r.l. and in Global Care S.r.l., following the acquisition of control of such entities, the dividend received from Generale Servizi Amministrativi S.r.l. for Euro 160 thousand, the disposal of certain irrelevant participations held by SOS Tariffe S.r.l. for Euro 139 thousand, and the acquisition of a minority stake in Geckoway S.r.l. by the subsidiary Agenzia Italia S.p.A.. 

With reference to the participation in PrestiPro S.r.l., it should be noted that it has a value equal to zero, following the write down made in 2020.

13. Financial assets at fair value

The following table presents the variation of the item as of and for the financial year ended December 31, 2021:

Financial assets at fair value show a significant decrease compared to December 31, 2020, due to the disposal of all the shares in Cerved Group S.p.A. ("Cerved") previously owned by the Group, following the disposal of n. 1,643,050 shares made in March and April 2021, and subsequently, following the acceptance (on September 7, 2021) by the Issuer and its subsidiary Centro Istruttorie S.p.A. of the takeover bid for the shares of Cerved, promoted by Castor Bidco S.p.A., which led to the sale of the residual n. 5,862,321 Cerved shares. The difference between the amount received from the disposals in 2021 and the fair value as of December 31, 2020 (equal to Euro 19,672 thousand) has been classified among the OCI reserve.

The item as of December 31, 2021 mainly includes shares in MoneySupermarket.com PLC, purchased starting from October 2021, for an amount equal to Euro 38,559 thousand. Such financial assets are evaluated at fair value through OCI. In particular, the movements of the year refer to the purchase of n. 15,000,000 shares for an amount of Euro 37,006 thousand (average of Euro 2.47 per share), and to revaluations for Euro 1,553 thousand. 

The item also includes insurance savings products subscribed by subsidiary Gruppo Lercari S.r.l. for Euro 1,510 thousand, and securities related to the "Igloo" securitization promoted by the subsidiary Centro Finanziamenti S.p.A. for Euro 341 thousand.

The cancellation of the value of the BFF Bond, which as of December 31, 2020 was equal to Euro 3,064 thousand, refers to the sale of the bond during the financial year ended December 31, 2021. The capital gain equal to Euro 45 thousand has been classified among the item "Income/(losses) from financial assets/liabilities".

14. Deferred tax assets and liabilities

The following tables present the situation and the variation of the item as of and for the financial year ended December 31, 2021 and 2020:

Year ended December 31, 2020

Year ended December 31, 2021

Among deferred tax assets referring to differences between the tax bases of assets and their carrying amounts there is, as of December 31, 2021, the amount of Euro 56,683 thousand, related to the revaluation of software, trademarks and real estate properties owned by some entities of the Group, among the measures introduced by the Art. 110 of the Law Decree n. 104/2020, converted in the Law n. 126/2020, enacting "Urgent measures to support and relaunch the economy".

During the financial year ended December 31, 2021, we booked the use in the period of deferred tax assets relating to the higher value of assets revalued in 2020, for Euro 7,690 thousand, and the write down of deferred tax assets relating to the higher value of revalued trademarks, equal to Euro 28,801 thousand.

With reference to the release of deferred tax assets related to the higher value of trademarks, it is should be noted that the Art. 1 comma 622 of the law "Legge di Bilancio 2022", modified the Art. 110 of the Law Decree n. 104/2020, converted in the Law n. 126/2020, which allowed the revaluation of tangible and intangible assets, by providing the increase to 50 years of the tax deductibility period of the higher value recognized to the trademarks (compared to an initial tax deductibility period of 18 years). In light of this regulatory change, the management, in line with the assessment made last year, confirms that it considers the value of deferred tax assets recoverable over a time period not exceeding 18 years (in the case of trademarks). The confirmation of the approach adopted in the financial statement as of December 31, 2020 led to the write down of deferred tax assets recoverable after this time period.

The item also includes deferred tax assets for Euro 967 thousand, deriving from the tax release, performed in the financial year ended December 31, 2012, of the consolidation differences emerged after the purchase of the participations in Key Service S.r.l. by Quinservizi S.p.A., and in Quinservizi S.p.A. itself by Centro Perizie S.r.l. (now Eagle & Wise Service S.r.l.). The amount used during 2021 amounts to Euro 127 thousand.

Among deferred tax assets referring costs with different tax deductibility, there is the tax credit, equal to Euro 860 thousand, deriving from the accruals recorded among the provisions for risks and charges. 

Finally, it is worth pointing out that among deferred tax liabilities referring to differences between the tax bases of assets and their carrying amounts, as of December 31, 2021, there is the amount related to the tax effect of the higher values recognized to the software and trademarks of SOS Tariffe S.r.l. and Lercari Group, for Euro 10,676 thousand. The utilization of deferred tax liabilities mainly refer to the utilization of the period of the tax effect of the higher value of the software of Agenzia Italia S.p.A., for Euro 188 thousand, of the higher value of the software and trademark of SOS Tariffe S.r.l., for Euro 906 thousand, and of the higher value of the software and trademark of Lercari Group, for Euro 1,485 thousand.

15. Other non-current assets

The following table presents the situation of the item as of December 31, 2021 and 2020:

The item as of December 31, 2021, equal to Euro 698 thousand, includes a non-interest bearing loan granted to the joint venture PrestiPro S.r.l., for an amount equal to Euro 130 thousand, security deposits related to lease contracts for Euro 218 thousand and a security deposit in favor of a supplier of the BPO Division to guarantee the payment of professional services in the mortgage area for an amount equal to 350 thousand. 

The decrease of the value of the loan granted to the joint venture Prestipro S.r.l. is due to the partial write-down of this receivable, for Euro 60 thousand, as a result of the liquidation of the company, which took place in February 2022. The remaining amount recorded in the financial statement, equal to Euro 130 thousand, is considered recoverable on the basis of the cash and cash equivalents of PrestiPro S.r.l..

It is worth pointing out that the actualization of financial assets using the current rates does not have significant impacts on their measurement.

CURRENT ASSETS

16. Cash and cash equivalents

Cash and cash equivalents include cash in hand and bank deposits. The item includes cash on bank deposits with specific destinations for Euro 4,919 thousand.

For comments on the evolution of cash and cash equivalents, please refer to the management report.

The following table presents net financial position as of December 31, 2021 and 2020, prepared according to ESMA orientation 32-382-1138 of March 4, 2021 and to the guidance Consob n. 5/21 of April 29, 2021:

The net financial position as of December 31, 2021 shows a negative cash balance, for Euro 53,779 thousand, improving by Euro 18,645 thousand compared to the previous financial year.

17. Trade receivables 

The following table presents the situation of the item as of December 31, 2021 and 2020:

Trade receivables refer to ordinary sales to client companies operating in the banking and financial sector.

It is worth pointing out that trade receivables include a portion related to the estimation of conditional considerations upon the occurrence of certain contractual events, and that IFRS 15 standard defines as "contract assets". In particular, the considerations refer to: 

• mortgage underwriting and closing services, for which in some cases the contractual remuneration is subject to the effective disbursement of the loan, for Euro 450 thousand;

• administrative activities aimed at credit collection on behalf of insurance companies, for which the fees are subject to the effective collection of the credits, for Euro 3,046 thousand. 

The following tables present the variation of the allowance for doubtful receivables in the financial years ended December 31, 2021 and 2020:

Year ended December 31, 2020

Year ended December 31, 2021

The change in the scope of consolidation refers to the provision for bad debts of the Zoorate S.r.l., included in the consolidation area during the financial year ended December 31, 2021.

The acrruals for the year mainly include the adjustments to the bad debt provision booked by the subsidiary Agenzia Italia S.p.A..

18. Tax receivables

This item, equal to Euro 12,371 thousand as of December 31, 2021 (Euro 2,759 thousand as of December 31, 2020), refers to the credit for current taxes due to the payments of advances by the companies of the Group during 2021 higher than the amount of the tax due on the taxable income. 

19. Other current assets

The following table presents the situation of the item as of December 31, 2021 and 2020:

The item "Accruals and prepayments" mainly includes the payments for leases and maintenance services already paid but pertaining to subsequent financial years as well as revenues already accrued on services not yet completed. The increase compared to the previous year is the result of the higher costs for the use of third-party software licenses.

The item "Advances to suppliers" as of December 31, 2021 mainly includes advance payments for consulting and services not yet performed. 

The cancellation of the receivables from associated companies is due to the closure of the centralized treasury account of Agenzia Italia S.p.A. with Fin.it S.r.l. following the merger of a business unit of Fin.it S.r.l. into Agenzia Italia S.p.A..

The increase of VAT receivables is due to the higher credit recorded by the Issuer and a company of the Broking Division.

NON-CURRENT LIABILITIES

20. Long-term debts and other financial liabilities  

The following table presents the situation of the item as of December 31, 2021 and 2020:

Bank loans

Non-current bank borrowings refer to the outstanding loans from Intesa SanPaolo S.p.A. for Euro 79,893 thousand, Crédit Agricole Cariparma S.p.A., for Euro 20,956 thousand, Banco BPM S.p.A., for Euro 14,540 thousand (of which Euro 5,050 thousand related to the bank loan obtained by Agenzia Italia S.p.A.), Credito Emiliano S.p.A. for Euro 17,658 thousand, and from Unicredit S.p.A. for Euro 6,487 thousand.

The repayment schedule is as follows:

Interest rates

108. The interest rate on the bank loan from Crédit Agricole Cariparma S.p.A., obtained on June 28, 2018, is equal to 3-month Euribor increased by 0.90%, and it is subject to change during the length of the contract based on the change of the ratio between Net Financial Indebtedness and EBITDA.

109. The interest rate on the bank loan from Banco BPM S.p.A., obtained on September 27, 2018, is equal 6-month Euribor increased by 1.10%, on the amortizing credit line equal to Euro 15,000 thousand, and by 1.30% on the bullet credit line equal to Euro 5,000 thousand. Moreover, the interest rate is subject to a change during the length of the contract based on the change of the ratio between Net Financial Indebtedness and EBITDA.

110. The loan from Crédit Agricole Cariparma S.p.A., obtained on March 30, 2020, for an amount equal to Euro 15,000 thousand, carries an annual fixed rate equal to 1.05%.

111. The loan from Banco BPM S.p.A, obtained by subsidiary Agenzia Italia S.p.A. for an amount equal to Euro 10,000 thousand, carries an annual fixed rate equal to 1.09%.

112. The bank loan from Unicredit S.p.A., obtained on February 26, 2021, for an amount equal to Euro 10,000 thousand, carries a yearly variable rate equal to 3-month Euribor increased by 1.60%. A derivative hedging the variable rate, was put in place on this loan, which converts the 3-months Euribor interest rate in a yearly fixed rate of -0.15% and whose fair value as of December 31, 2021 shows a negative amount equal to 16 thousand.

113. The bank loan from Intesa SanPaolo S.p.A., obtained on March 30, 2021, for an amount equal to Euro 80,000 thousand, carries a yearly fixed rate equal to 1.45%.

114. The bank loan from Credito Emiliano S.p.A., obtained on September 9, 2021, for an amount equal to Euro 20,000 thousand, carries a yearly fixed rate equal to 0.58%.

Such interest rates are representative of the actual interest rate paid. The book value of the financial liabilities represents their fair value as of the date of the financial statement.

115. Financial covenants

As regard the loan obtained from Crédit Agricole Cariparma S.p.A., the Group is obliged to comply with the following consolidated financial covenant: ratio between Net Financial Position and EBITDA: (i) not over 2.50, with reference to the consolidated annual report ended December 31 of each year; (ii) not over 2.75, with reference to the consolidated half year report ended June 30 of each year.

As regard the loan obtained from Banco BPM S.p.A., the Group is obliged to comply with the following consolidated financial covenant, as resulting from the consolidated financial statements for each full and half year, clarifying that the economic data are to be considered on an yearly basis: ratio between Net Financial Position and EBITDA not over 3.0.

As regard the loan obtained from Credito Emiliano S.p.A., the Group is obliged to comply with the following consolidated financial covenant, as resulting from the consolidated financial statements for each full and half year: ratio between Net Financial Position and EBITDA not over 3.0.

As regard the loan obtained from Unicredit S.p.A., the Group is obliged to comply with the following consolidated financial covenant, as resulting from the consolidated financial statements for each full and half year, clarifying that the economic data are to be considered on a yearly basis: ratio between Net Financial Position and EBITDA not over 3.0. In addition, in the event that such ratio should be higher than 2.25, the Issuer is obliged not to distribute or resolve the distribution of profits of the year in amounts exceeding 50% of the consolidated annual net income.

As regard the loan obtained from Intesa SanPaolo S.p.A., the Group is obliged to comply with the following consolidated financial covenants: i) ratio between Net Financial Position and EBITDA not over 2.5; ii) ratio between Net Financial Position and Equity not over 2.0. In addition, in the event that the ratio between Net Financial Position and EBITDA should result higher than 2.0, the Issuer is obliged not to distribute profits and/or reserves made up of undistributed profits from previous years in excess of 50%.

The Group has complied with these covenants as of December 31, 2021. 

Changes in liabilities

We provide below the table required by IAS 7 about the changes of the liabilities related to financing activities:

The "Others" column refers to the reclassification among current liabilities of the stakes of the loans that will expire during the next twelve months.

Other non-current financial liabilities

Finally, "Other non-current financial liabilities" are composed of the estimated liability for the exercise of the put/call option on the residual 49,9% stake of Gruppo Lercari S.r.l., equal to Euro 32,672 thousand, the estimated liability for the exercise of the put/call option on the residual 15.5% stake of Agenzia Italia S.p.A., equal to Euro 17,812 thousand, and the leasing liabilities deriving from the adoption of IFRS 16, for Euro 5,917 thousand.

21. Provisions for risks and charges

The following tables present the situation and the variation of the item as of and for the financial year ended December 31, 2021 and 2020:

Year ended December 31, 2020

Year ended December 31, 2021

The provision for early repayment of mortgages includes the estimation of possible repayment of commissions received for mortgages intermediated in the year ended at the financial statements date, if particular clauses of the agreements with the banks provide for the reversal of the fees in case of loan prepayment or borrower default. The item also includes a provision of Euro 126 thousand, booked during financial year ended December 31, 2019, which refers to an estimation of the economic indemnities that may have to be paid to customers and/or assignees by a company of the Group which provides loans subsequently transferred to other intermediaries, in the event of requests for early repayment, pursuant to the judgment of the Court of Justice of the European Union of September 11, 2019 about the repayment - pro rata - of the total cost of the receivable in case of early repayment.

The "Other provisions for risks" include, for Euro 875 thousand, the estimation of the liability deriving from the probable charging by some suppliers of the Group of additional costs compared to the previously foreseeable amount, related to professional services supplied to the Mortgage BPO business line. The management considers it appropriate to allot those amounts since, based on the agreements with these suppliers, the Group must bear the direct costs incurred by the suppliers in the provision of these services. The item also includes the measurement of the liability considered probable related to labor claims, for Euro 826 thousand.

22. Defined benefit program liabilities 

The following table presents the situation of the item as of December 31, 2021 and 2020:

The economic and demographic assumptions used for the actuarial determination of the defined benefit program liabilities are provided below for the years ended December 31, 2021 and 2020:

Actuarial losses deriving from the liability as of December 31, 2021, equal to Euro 81 thousand, are recorded in equity, with the recognition in the comprehensive income statement.

The following table presents the variation of the employee termination benefit liability for the year ended December 31, 2021 and 2020:

Expenses related to the defined benefit program liability that are recognized in the income statement are as follows:

As regards the discount rate, the reference rate used for the valorization of this parameter is the Iboxx Eur Corporate AA 10+ index (maturity over 10 years) as of the valuation date. This term is in fact linked to the average residual permanence of the employees of the Group, weighed with the expected payments.

The directors' termination benefits for the companies of the Group are recognized pursuant to the resolutions of the relevant shareholders' meetings.

23. Non current portion of tax liabilities

The item, equal to Euro 3,691 thousand as of December 31, 2021 (Euro 7,281 thousand as of December 31, 2020), includes the non-current portion of the substitute tax liabilities recognized in the financial statements of some companies of the Group, following the revaluations of software and trademarks already described previously. The decrease compared to December 31, 2020 is due to the short-term reclassification of an annual installment.

24. Other non-current liabilities

The item, equal to Euro 2,000 thousand as of December 31, 2021, includes the non-current portion of the consideration still to be paid for the acquisition of Gruppo Lercari S.r.l., for Euro 1,000 thousand, and of SOS Tariffe S.r.l. for Euro 1,000 thousand. Such portions will be paid during 2023.

CURRENT LIABILITIES

25. Short-term debts and other financial liabilities

The following table presents the situation of the item as of December 31, 2021 and 2020:

The item "Short-term debts and other financial liabilities" amounting to Euro 25,211 thousand as of December 31, 2021, includes the current portions of bank borrowings and the interest payable on the outstanding loans, for an amount equal to Euro 16,048 thousand, the bank liabilities related to the short-term credit lines used by Agenzia Italia S.p.A., for an amount equal to Euro 6,013 thousand, the current portion of the lease liabilities (according to IFRS 16) for Euro 3,134 thousand, and the liability related to the derivative on the loan with Unicredit S.p.A., for Euro 16 thousand. 

We provide below the table required by IAS 7 about the changes of the liabilities related to financing activities:

The "Others" column refers to the reclassification among current liabilities of the portions of the loans that will expire during the next twelve months.

26. Trade and other payables

Trade and other payables include the payables to suppliers for the purchase of goods and services, for Euro 43,580 thousand as of December 31, 2021, compared to Euro 44,501 thousand as of December 31, 2020.

27. Tax payables  

Tax payables include payables for current taxes. As of December 31, 2021, the item includes mainly the liability for accrued IRES and IRAP. It is worth pointing out that during the financial year ended December 31, 2021, the Group paid a total amount of Euro 21,053 thousand for the final balance of the income taxes related to financial year 2020 and for the advances on the income taxes related to financial year 2021, and Euro 3,690 thousand related to the first installment of the substitute tax related to the revaluations.

28. Other current liabilities

The following table presents the situation of the item as of December 31, 2021 and 2020:

Liabilities to personnel are mainly liabilities for salaries accrued in December, paid at the beginning of 2022, for accrued holidays and for deferred expenses as of December 31, 2021 that are still to be paid and bonus liabilities for the financial year 2021 not yet paid as of December 31, 2021. The increase compared to the previous year is mainly due to the increase in the average number of employees, in relation to the growth of operating activities.

The item "Accruals" mainly includes deferred revenues linked to outsourcing activities performed by the Leasing/Rental BPO business line, and deferred revenues linked to the activities of subsidiary Zoorate S.r.l.. The increase with respect to the previous year is due both to the inclusion of Zoorate S.r.l. in the consolidation area, and to higher deferred revenues within the Leasing/Rental BPO business line.

The item "Advances from clients" mainly includes payables to customers of the Insurance BPO business line for advances received for claim settlements for Euro 9,717 thousand, payables to customers of the Loans BPO business line for Euro 3,735 thousand, payables of the subsidiary Centro Finanziamenti S.p.A. to its loan buyers for expected early repayments on the transferred loans for Euro 1,271 thousand, and payables to customers of the Leasing/Rental BPO business line, for advances received by the subsidiary Agenzia Italia S.p.A. in relation to car stamp duties to be paid in the short term, amounting to Euro 777 thousand. The significant decrease of the advances is due to the lower advances collected from the clients of the subsidiary Agenzia Italia S.p.A., as a result of the return to ordinary methods of managing the payment of car stamp duties during 2021. 

The item "Other payables" mainly includes the unpaid portion of the consideration for the acquisition of Lercari Group, for Euro 1,000 thousand, and of SOS Tariffe for Euro 1,000 thousand. The decrease compared to the previous year is mainly attributable to the payment of portions of the consideration for the acquisition of Lercari Group for Euro 27,664 thousand, and the consideration for the acquisition of SOS Tariffe for Euro 1,800 thousand.

The item "Consideration for purchase of Zoorate S.r.l.", includes the portion still to be paid of the consideration for the acquisition of the residual 60% stake of Zoorate S.r.l. for Euro 1,052 thousand, to be paid following the approval of the statutory financial statement as of December 31, 2021.

29. Shareholders' equity

The following table presents the situation of the item as of December 31, 2021 and 2020:

116. For the changes in shareholders' equity, refer to the relevant table.

117. On April 29, 2021 the shareholders' meeting resolved the distribution of a dividend of Euro 0.40 per share, for a total amount of Euro 15,500 thousand. Such dividend has been paid out with ex-dividend date May 17, 2021 record date May 18, 2021 and payable date May 19, 2021.

118. The Company, as of December 31, 2021, has a share capital of Euro 1,012,354.01, formed by 40,000,000 ordinary shares without nominal value.

As of December 31, 2021, the Issuer holds 1,662,041 own shares, equal to 4.155% of ordinary share capital, for a total cost of Euro 12,638 thousand. Being the shares without nominal value, the purchase cost is deducted from the share capital for an amount implicitly corresponding to the nominal value, equal to Euro 42 thousand as of December 31, 2021, and from available reserves for an amount equal to the remaining part of the purchase cost.

The following table presents the impact of the purchase and sale of own shares by the companies of the Group on the consolidated share capital and net equity of the shareholders of the Issuer as of December 31, 2021 and 2020:

30. Stock option plan

119. The following table summarizes the variation of the stock options during the year: 

120.   

121. The outstanding stock options as of December 31, 2021 are as follows:

122.  

123. The weighted average price of the shares for the year ended December 31, 2021 is equal to Euro 42.874.

124. Personnel costs for the year ended December 31, 2021 include Euro 479 thousand related to the Group's stock option plan. In the income statement for the year ended December 31, 2020 there are costs equal to Euro 1,259 thousand related to the stock option plan.

NOTES TO THE MAIN ITEMS OF THE CONSOLIDATED INCOME STATEMENT

31. Revenues 

125. The following table presents the details of the item for the financial years ended December 31, 2021 and 2020:

126.  

127. For comments on the evolution of revenues, please refer to the management report.

32. Other income

128. The following table presents the details of the item for the financial years ended December 31, 2021 and 2020:

129.