Tinexta — Increasing digital exposure

TMT

Tinexta

Increasing digital exposure

Acquisitions

Professional services

19 October 2020

Price	€21.15
Market cap	€982m

Net debt (€m) at 30 June 2020		113

Shares in issue	46.4m
Free float	34%
Code	TNXT

Primary exchange	Borsa Italiana STAR
Secondary exchange	N/A

Share price performance

%	1m	3m	12m
Abs	20.3	53.9	67.6
Rel (local)	23.8	61	92.9

52-week high/low

€21.15

€7.28

Business description

Tinexta currently has three business divisions: Digital Trust – solutions to increase trust in digital transactions; Credit Information & Management – information services to help manage corporate credit; and Innovation & Marketing Services – consulting services to help clients develop and/or grow their businesses,

Next events

Q320 results	12 November 2020
Q420 results	February 2021

Analysts

Russell Pointon	+44 (0)20 3077 5757
Fiona Orford-Williams	+44 (0)20 3077 5739

media@edisongroup.com

Edison profile page

Tinexta is a research client of Edison Investment Research Limited

Tinexta has announced three acquisitions that will lead to the creation of a fourth business unit, Cybersecurity. The acquisitions are consistent with the strategy of moving towards providing more digital services in high growth markets (9–10% pa in this case). As a result, they are expected to improve the group’s average organic revenue growth from c 4–5% to more than 8%, and lead to enhanced profit growth as margins expand following some initial dilution. While our forecasts are unchanged ahead of completion of the transactions, mostly in early FY21, in this note we discuss the implications for the forecasts and valuation. On a pro forma basis, EV/EBITDA is 12.8x in FY21e.

Year end	Revenue (€m)	PBT* (€m)	EPS* (€)	DPS (€)	P/E (x)	Yield (%)
12/18	238.7	52.3	0.77	0.23	27.3	1.1
12/19	258.7	55.0	0.80	0.00	26.5	0.0
12/20e	266.6	53.3	0.80	0.24	26.3	1.1
12/21e	277.5	56.6	0.86	0.25	24.7	1.2

Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and share-based payments.

Entering cybersecurity

The acquisition of majority stakes in three private Italian companies for an initial cash consideration of €47.2m and implied total current enterprise value of €85.2m, with minority buyouts in FY24, will lead to the creation of a fourth business unit, Cybersecurity. The aim is to build a leading national player given the specialised services of the acquired companies, which are considered best in class. Management is confident that growth will exceed long-term estimates for industry growth of 9–10% pa. The initial focus will be on developing the businesses domestically, but Tinexta’s increasing European exposure should ensure that it can expand outside Italy. There are likely to be significant revenue synergies with Tinexta’s other businesses, notably Digital Trust. On our forecasts the acquisitions will represent 22% of the group’s enlarged revenue and 11% of EBITDA in FY21e.

Forecasts unchanged ahead of completions

Our forecasts for FY20 and FY21 are unchanged until the acquisitions are completed, early in FY21. On a pro forma basis, using implied growth rates from the acquisition multiples, we estimate that Tinexta’s organic revenue growth rate could improve from the current estimate of 4.5% to more than 8%. A lower EBITDA margin from the acquisitions (c 12%) will dilute the average group margin (32.3% before central costs) to 28.6%, but is likely to expand quickly thereafter, according to management.

Valuation: Re-rated due to higher expected growth

The share price has responded positively to the announcement, improving on its already strong year to date performance. On unchanged forecasts the EV/EBITDA multiple for FY21e is 13.5x, and on a pro forma basis it reduces to 12.8x. The multiples are at a premium to historic multiples, which reflects the expected higher growth rates as M&A will change the group’s growth profile.

Creating a fourth business unit – Cybersecurity

Tinexta has announced the acquisition of majority stakes in three Italian private companies, which will lead to the creation of a new, fourth business unit, Cybersecurity. As is typical with Tinexta’s historic M&A strategy, it will initially acquire majority stakes in the companies and has negotiated put/call options over the remaining stakes, which will be exercised in FY24 with pre-agreed multiples based on financial targets for FY23. The three companies to be acquired are as follows:

■

Corvallis: an initial 70% stake of the Projects & Solutions division of Corvallis. The company is a digital solutions provider and integrator whose customer base is typically larger corporates including financial institutions. At present, cybersecurity is not a major source of revenue for the company, but its strong customer relationships and recurring revenues will be an attractive source of new customers for the other two companies being acquired. Along with Yoroi below, this acquisition is likely to complete in early FY21.

■

Yoroi: an initial 60% stake of Yoroi will be acquired. Yoroi provides cybersecurity solutions, primarily to SMEs. Post-acquisition, it is expected that, with the help of the other group companies, it will be better able to target larger corporate customers.

■

Swascan: an initial 51% stake of Swascan will be acquired. Swascan also provides cybersecurity services. It is a relatively young company that has experienced very strong growth. This transaction is likely to complete in FY20 but, due to its size, will not have a material effect on estimates for the year.

The initial cash consideration for the majority stakes is €47.2m, which implies a total current enterprise value of €85.2m. The current value of the total investment, including the final purchase of minorities, will be €104.3m. The acquisition cost of the three businesses can be summarised as follows:

Exhibit 1: Consideration for Cybersecurity acquisitions

	€m
Total investment	104.3
Debt assumed (100% of Corvallis debt)	(10.0)
Present value of puts/calls	(46.5)
Equity value	47.8
Earnout	(0.6)
Initial cash	47.2
Initial EV	85.2
PV of growth in put/calls	19.1
Total investment	104.3

Total investment

Debt assumed (100% of Corvallis debt)

Present value of puts/calls

Equity value

Earnout

Initial cash

Initial EV

PV of growth in put/calls

Total investment

€m
104.3
(10.0)
(46.5)
47.8
(0.6)
47.2
85.2
19.1
104.3

Source: Tinexta

What are the attractions of Cybersecurity for Tinexta?

Management sees the acquisitions as a natural progression of its strategy of moving towards providing services with a high digital content (the acquisitions will take the group’s exposure to digital services from 43% to 55%) and higher rates of growth.

The cybersecurity market has a strong growth outlook, which is greater than the aggregate of Tinexta’s existing business exposure. According to management data, the global cybersecurity market will be worth c $121bn in 2020, having grown by just 3% in FY20, which slowed from 10% growth in 2019 due to the effects of COVID-19. Management estimates suggest the global market CAGR will be 10% from 2020 to 2024. The Italian and western European cybersecurity markets are estimated at $2.1bn and $30bn, with forecast CAGRs through 2024 of 9% and 10% respectively. There are many constituent parts of the this widely defined market; Tinexta’s focus will be on delivering services, ie solutions and integration, estimated to represent $1.2bn of the $2.1bn Italian market, rather than providing software and hardware.

Management believes there is clear opportunity to establish itself, initially, as a leading national player in cybersecurity. Its competitors will include the global consultancies Accenture, IBM, Deloitte and PwC, and smaller domestic companies. The companies to be acquired provide specialised services that are considered best in class, thus providing a strong competitive advantage versus its larger peers. To develop and grow the business, there are likely to be partnerships with other key players and further M&A to acquire new competences in rapidly changing markets.

As well as growing the three businesses as one unit, Tinexta will develop an integrated offer with InfoCert, the main subsidiary of its Digital Trust business unit. InfoCert is likely to be a good source of cross-selling opportunities given its large corporate customer base across many verticals. There are likely to be revenue synergies with other group companies, eg cross-selling cybersecurity solutions to its SME clients in the Innovation & Marketing Services business unit.

Much of the initial focus will naturally be on establishing and growing the businesses domestically but Tinexta’s increasing pan-European exposure should enable it to develop and grow this business internationally.

Given its small but established scale in Italy (estimated market share of domestic focus markets of 5%) and no presence in the wider European market, management believes the new business will grow at a faster rate than CAGRs of 9% and 10% in the indicated markets.

Financials of the acquired companies

According to Tinexta, the pro forma financial profile of the businesses to be acquired is as follows:

Exhibit 2: Cybersecurity business pro forma financials for FY19

	Revenue (€m)	% of revenue	EBITDA (€m)	% of EBITDA	EBITDA margin
Corvallis	51.3	84%	5.8	87%	11.3%
Yoroi	8.2	13%	0.7	10%	8.5%
Swascan	1.3	2%	0.2	3%	15.4%
Total	60.8	100%	6.7	100%	11.0%

Source: Tinexta

As can be seen, of the companies to be acquired, Corvallis is the most significant contributor to revenue and EBITDA. Management has indicated that revenue will grow to c €67m (c 10.2%) and that EBITDA will grow to c €8m (c 19.4%) in FY20, implying good improvement in the EBITDA margin to 11.9% from 11.0% in FY19. We believe the two smaller business are exhibiting very strong rates of growth, ie greater than 20%, and that Corvallis is growing at a lower, ie single-digit rate.

The low margins are attributed to the relative immaturity of the businesses. Over time, management is confident that the EBITDA margin can improve, leading to higher profit growth.

According to management, acquisition of the initial majority stakes was agreed at 10–11x expected EBITDA in FY20 and exercise of the put/call options will take place in 2024 at a multiple equal to 8x EBITDA in FY23e. We can therefore broadly estimate the implied forecast EBITDA for the acquisitions in FY23 if we assume the weighted average minority interest remains at c 31.6% (see calculation below), which includes the simplifying assumption that the profitability of all three companies grows at the same rate in FY20–23e.

Exhibit 3: Implied EBITDA growth of Cybersecurity

	2020	2023	Total
EV	54.8	30.4	85.2
Debt assumed	7.0	3.0	10.0
Equity value	47.8	27.4	75.2
Present value of growth of minority interest		19.1
Present value of minority interest		46.5
Future value of minority interest (8% cost of capital) in 2023		58.6
EV	85.2	58.6
EBITDA*	8.0	23.2
EV/EBITDA	10.7	8.0

Minority interest calculation:	% of 2020 EBITDA	Minority %	Weighted average
Corvallis	87%	30%	26.1%
Yoroi	10%	40%	4.0%
Swascan	3%	49%	1.5%
Total			31.6%

Source: Tinexta, Edison Investment Research. * 2023 EBITDA is total EBITDA assuming minority interest of 31.6%

Calculated EV/EBITDA of 10.7x for the original majority stakes (FY20) is consistent with the 10–11x stated by management. Implied EBITDA of €23.2m in FY23 represents an EBITDA CAGR of c 24% from pro forma EBITDA of €8m in FY20, which is broadly consistent with a revenue CAGR of 15% and a rapid increase in EBITDA margin to c 23% in FY23 as shown in Exhibit 4 below.

Exhibit 4: Potential growth trajectory for Cybersecurity

€m	2020	2021	2022	2023
Revenue	67.0	77.1	88.6	101.9
Growth y-o-y		15.0%	15.0%	15.0%
EBITDA	8.0	11.6	17.7	23.4
EBITDA Margin	11.9%	15.0%	20.0%	23.0%
Growth y-o-y		44.5%	53.3%	32.3%

Source: Tinexta, Edison Investment Research

Implications for Tinexta’s financials

We make no changes to our estimates for FY20 and beyond until the acquisitions are completed. Management will likely provide guidance for the new group structure when it introduces its new three-year business plan and annual guidance at the start of 2021.

Comparative group profiles for Tinexta in FY21 before and after the acquisitions on a pro forma basis are shown in Exhibit 5 below. Note that the two largest transactions, Corvallis and Yoroi, are likely to complete in early FY21, so future estimates will be different from the pro forma for 12 months.

Exhibit 5: Tinexta pro forma financials

€000s	FY21e current	Current mix	FY21e pro forma	Pro forma mix
Revenue:
- Digital Trust	126,941	46%	126,941	36%
- Credit Information & Management	65,022	23%	65,022	18%
- Innovation & Marketing Services	85,578	31%	85,578	24%
- Cybersecurity			77,050	22%
Total	277,541	100%	354,591	100%
Organic revenue growth:
- Digital Trust	10.0%		10.0%
- Credit Information & Management	(5.0)%		(5.0)%
- Innovation & Marketing Services	5.0%		5.0%
- Cybersecurity			15.0%
Total	4.5%		8.3%
EBITDA:
- Digital Trust	35,006	39%	35,006	35%
- Credit Information & Management	13,904	15%	13,904	14%
- Innovation & Marketing Services	40,848	46%	40,848	40%
- Cybersecurity			11,558	11%
sub-total	89,758	100%	101,316	100%
- Other (ie central costs)	(9,240)		(9,240)
Total	80,518		92,076
EBITDA Margin:
- Digital Trust	27.6%		27.6%
- Credit Information & Management	21.4%		21.4%
- Innovation & Marketing Services	47.7%		47.7%
- Cybersecurity			15.0%
sub-total	32.3%		28.6%
- Other (ie central costs)	N/A		N/A
Total	29.0%		26.0%

Source: Edison Investment Research

Based on pro forma numbers, Cybersecurity would represent 22% of group revenue in FY21 and 11% of group EBITDA before ‘other’, ie central costs. Given the higher than expected organic revenue growth in FY21 for Cybersecurity of 15% versus the existing businesses of 4.5%, it would increase the expected organic growth rate for revenue to 8.3% on a pro forma basis for the group as a whole.

Cybersecurity’s expected EBITDA margin of 15% in FY21 is lower than the estimated margin for the rest of the group in FY21 of 32.3%, but the dilution to group margin will reduce as its margin is expected to grow thereafter.

Valuation: Re-rated due to higher anticipated growth

The share price has performed strongly year to date and since the weakness induced by COVID-19. It has reacted very positively to the announcement of the acquisitions to create the new Cybersecurity division. While our forecasts do not incorporate estimates for the acquisitions, we calculate that the EV/EBITDA for the new enlarged group is 12.8x in FY21e. This is a premium to the long-run average since 2014 of 8.5x. We believe that a higher multiple is deserved given the changes in group structure and stronger expected growth rate following M&A.

Exhibit 6: Financial summary

	€m	2018	2019	2020e	2021e
Year end 31 December		IFRS	IFRS	IFRS	IFRS
INCOME STATEMENT
Revenue		238.7	258.7	266.6	277.5
Operating costs		(172.1)	(181.9)	(189.9)	(197.0)
EBITDA before non-recurring costs		66.6	76.8	76.7	80.5
EBITDA		66.0	71.3	76.7	80.5
Normalised operating profit		54.3	59.0	56.6	59.8
Amortisation of acquired intangibles		(5.8)	(5.9)	(5.8)	(5.8)
Exceptionals		(0.6)	(5.5)	0.0	0.0
Share-based payments		0.0	0.0	0.0	0.0
Reported operating profit		47.9	47.5	50.8	54.0
Net Interest		(2.5)	(4.1)	(1.5)	(2.0)
Joint ventures & associates (post tax)		0.1	(1.1)	(1.1)	(1.1)
Exceptionals		0.0	0.0	0.0	0.0
Profit Before Tax (norm)		52.3	55.0	53.3	56.6
Profit Before Tax (reported)		45.5	42.2	48.2	50.8
Reported tax		(12.6)	(13.4)	(14.2)	(15.0)
Profit After Tax (norm)		36.8	38.3	37.5	39.9
Profit After Tax (reported)		32.9	28.8	34.0	35.8
Minority interests		(0.6)	(0.6)	(0.4)	(0.5)
Discontinued operations		0.0	0.0	0.0	0.0
Net income (normalised)		36.2	37.7	37.1	39.5
Net income (reported)		32.4	28.2	33.5	35.4

Average number of shares outstanding (m)		46.6	47.0	46.1	46.1
EPS - normalised (€)		0.78	0.80	0.80	0.86
EPS - normalised fully diluted (c)		77.36	79.71	80.48	85.58
EPS - basic reported (€)		0.69	0.60	0.73	0.77
Dividend (€)		0.23	0.00	0.24	0.25

Revenue growth (%)		36.6	8.4	3.0	4.1
EBITDA Margin before non-recurring costs (%)		27.9	29.7	28.8	29.0
Normalised Operating Margin		22.8	22.8	21.2	21.5

BALANCE SHEET
Fixed Assets		307.1	316.7	308.6	300.4
Intangible Assets		272.1	269.9	267.3	264.5
Tangible Assets		8.2	21.2	15.8	10.3
Investments & other		26.8	25.6	25.6	25.6
Current Assets		143.4	139.4	172.1	207.3
Stocks		1.3	1.1	1.2	1.2
Debtors		86.3	89.8	92.5	96.3
Cash & cash equivalents		35.1	33.6	63.6	94.9
Other financial assets		8.2	6.6	6.6	6.6
Other		12.4	8.2	8.2	8.2
Current Liabilities		(194.4)	(160.4)	(161.2)	(163.3)
Creditors		(93.9)	(92.7)	(93.4)	(95.5)
Tax and social security		(0.7)	(2.9)	(2.9)	(2.9)
Short term borrowings		(97.4)	(62.0)	(62.0)	(62.0)
Other		(2.4)	(2.9)	(2.9)	(2.9)
Long Term Liabilities		(110.8)	(146.2)	(146.2)	(146.2)
Long term borrowings		(70.7)	(107.0)	(107.0)	(107.0)
Other long-term liabilities		(40.2)	(39.2)	(39.2)	(39.2)
Net Assets		145.4	149.4	173.4	198.2
Minority interests		(3.8)	(3.9)	(4.3)	(4.8)
Shareholders' equity		141.6	145.6	169.1	193.4

CASH FLOW
Operating cash flow		43.4	55.2	53.5	56.8
Capex		(13.1)	(13.5)	(12.0)	(12.5)
Acquisitions/disposals		(33.2)	(47.5)	(28.0)	0.0
Net interest		(1.4)	(2.5)	(1.5)	(2.0)
Equity financing		1.1	1.1	(10.0)	0.0
Dividends		(12.1)	(16.4)	0.0	(11.1)
Borrowings		17.3	23.7	0.0	0.0
Other		(3.9)	(1.7)	28.0	0.0
Net Cash Flow		(1.9)	(1.5)	30.0	31.3
Opening net debt/(cash)		103.8	123.8	128.0	98.0
FX		0.0	0.0	0.0	0.0
Other non-cash movements		(18.1)	(2.6)	0.0	0.0
Closing net debt/(cash)		123.8	128.0	98.0	66.7

Source: Company accounts, Edison Investment Research

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Latest from the TMT sector

MoneyHero — Emphasis on driving margin

1Spatial — Wins in the utilities sector for AI-supported apps

Filtronic — Upgrading on stronger H225 expectations

Verve Group — ID-less targeting solutions

AAC Clyde Space — Extending its world view

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