EPH SpA

Management Reports • Nov 14, 2018

INTERIM DIRECTORS' REPORT AS AT 30 SEPTEMBER 2018

1

Corporate Officers

BOARD OF DIRECTORS

Executive Chairman and Chief Executive Officer Paolo Ainio

Non-executive Directors Pierluigi Bernasconi

Independent Directors Roland Berger

COMMITTEES

Control, Risks and Related Parties Committee

Independent Director and committee chairman Serenella Rossano Independent Director Roland Berger Independent Director Chiara Burberi

Remuneration Committee

Independent Director and committee chairman Roland Berger Non-executive Director Pierluigi Bernasconi Independent Director Serenella Rossano

BOARD OF STATUTORY AUDITORS

Standing Auditors Stefania Bettoni

Alternate Auditors Luca Zoani

SUPERVISORY BOARD

INDEPENDENT AUDITORS

Andrea Biasco Pietro Boroli Matteo Renzulli

Chiara Burberi Roberto Mazzei Serenella Rossano

Chairman Francesco Perrini

Gabriella Chersicla

Beatrice Galli

Chairman Jean-Paule Castagno Members Fabio Meda Stefania Bettoni

Ernst & Young S.p.A.

COMMENT ON THE RESULTS 7 ANALYSIS OF KEY OPERATING RESULTS 7 SUMMARY OF DATA FOR THE THIRD QUARTER 14 ANALYSIS OF KEY RESULTS FROM THE STATEMENT OF FINANCIAL POSITION 15 SIGNIFICANT EVENTS IN THE PERIOD 18 SIGNIFICANT EVENTS AFTER THE CLOSE OF THE PERIOD 19 OUTLOOK 20 21 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 22 CONSOLIDATED STATEMENT OF PROFIT (LOSS) BEFORE TAX 23 CONSOLIDATED STATEMENT OF CASH FLOW 24 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 25 STATEMENT PURSUANT TO ART. 154-BIS, PARA. 2, ITALIAN LEGISLATIVE DECREE NO. 58/1998 26	DIRECTORS' REPORT 6

Directors' Report

DIRECTORS' REPORT

Basis of preparation of the Interim Directors' Report

On 18 March 2016, Italian Legislative Decree no. 25 of 15 February 2016 (the "Decree") came into force, implementing Directive 2013/50/EU containing amendments to Directive 2004/109/EC on disclosures of listed issuers (the Transparency Directive). The Decree eliminated the compulsory publication of interim directors' reports in order to reduce the administrative costs of listed issuers and to mitigate issuers' and investors' tendency to rely on short-term results.

By notice dated 21 April 2016, Borsa Italiana specified that provisions of the Market Regulations on publication of interim financial reports, particularly article 2.2.3, paragraph 3, will continue to apply to issuers with shares listed in the Star segment.

Consequently, this Interim Directors' Report was prepared in continuity with previous interim reports, in accordance with the provisions of article 154-ter, paragraph 5 of the Consolidated Finance Law. The provisions of IAS 34 on Interim Financial Reporting were therefore not adopted.

For the assessment and measurement of the accounting items included in this Interim Directors' Report, the International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and related interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) were applied, as endorsed by the European Commission and in force at the time of approval of this Report. The accounting standards and criteria are the same as those used to prepare the financial statements as at 31 December 2017, to which reference should be made for further details. As a result of the entry into force of international accounting standard IFRS 15, revenues from the sale of product guarantees, to the extent that the obligation to take action is fulfilled by third parties, was reported net of the related purchase costs for those cases in which ePRICE Group acted as an "agent". Instead, when the Group acted as a "principal", revenues and related costs were recognised on a pro rata basis over the period in which the Group is required to provide the obligation as part of the warranty. The income statements in this Interim Directors' Report shows only the profit (loss) before tax.

As ePRICE S.p.A. (hereinafter also "ePRICE") possesses controlling interests, the Interim Report was prepared on a consolidated basis. All information in this Report refers to the consolidated figures of the ePRICE Group.

The Interim Directors' Report as at 30 September 2018 was approved by the Board of Directors on 8 November 2018.

The quarterly results of the subsidiaries, used to draft this Consolidated Interim Directors' Report, were prepared by the respective administrative departments and reclassified where necessary to standardise them with those of the parent company.

The figures in this report are expressed in thousands of Euros, unless otherwise indicated.

The scope of consolidation as at 30 September 2018 has changed with respect to 31 December 2017, as during the quarter an additional 22% of the company Installo S.r.l. was acquired, which was previously held at 39% and consolidated using the equity method; the consolidation area is shown below:

(With an explanation of the activity conducted and percentage owned)

Name	Activity	Registered office	Ownership percentage
ePRICE S.p.A.	Holding Company	Italy	Holding Company
ePRICE Operations S.r.l.	e-Commerce	Italy	100
Installo S.r.l.	Logistics services	Italy	61%

COMMENT ON THE RESULTS

ANALYSIS OF KEY OPERATING RESULTS

Revenues analysis

As illustrated in the notes to the financial statements as at 31 December 2017, on 8 March 2018 the Board of ePRICE approved the updating of the ePRICE strategic plan guidelines for the period 2018-2023, which are based on strong, coordinated development in the sale of large domestic appliances, strong growth of the Marketplace and the opening of its own platform to new services aimed at Italian consumers and their families.

In the first nine months of 2018, Group revenues amounted approximately to Euro 112.6 million. Hence, revenues in the first nine months of 2018 were 14.9% lower than the same period in 2017, partly due to the repositioning strategy for long-tail category volumes on the Marketplace.

The GMV - which represents customers' actual spending on our e-Commerce sites and on the Marketplace - decreased by 10.3% as compared to last year, amounting to Euro 159.9 million compared to Euro 178.3 million for the first nine months of 2017. An increase in volumes is due to the weight and contribution of the Marketplace which was launched in Q2 2015 and accounts for 19% of the GMV in the first nine months, compared to 14.1% of the GMV for the first nine months of 2017 and 10% for the first nine months of 2016.

(in thousands of Euros)	9M 2018	9M 2017	% Change
Revenues	112,568	132,320	-14.9%
(in millions of Euros)
GMV	159.9	178.3	-10.3%

The table below provides the breakdown of Revenues and GMV by product type for the first nine months compared with the first nine months of 2017:

Revenues

(in thousands of Euros)	9M 2018	9M 2017	% Change
Electronics, Domestic Appliances and other products	102,450	121,311	-15.5%
Services / Other revenues	10,118	11,009	-8.1%
Revenues	112,568	132,320	-14.9%

GMV

(In millions of Euros)	9M 2018	9M 2017	% Change
Electronics, Domestic Appliances and other products	155.2	173.1	-10.4%
Services / Other revenues	4.7	5.2	-9.2%
GMV	159.9	178.3	-10.3%

The table below provides the breakdown of Revenues and GMV by product type for the third quarter of 2018 compared to the third quarter of 2017:

Revenues
(in thousands of Euros)	Q3 2018	Q3 2017	% Change
Electronics, Domestic Appliances and other products	34,694	38,254	-9.3%
Services / Other revenues	3,074	3,368	-8.7%
Revenues	37,768	41,622	-9.3%

GMV
(In millions of Euros)	Q3 2018	Q3 2017	% Change
Electronics, Domestic Appliances and other products	51.9	55.3	-6.1%
Services / Other revenues	1.4	1.5	-11.7%
GMV	53.3	56.8	-6.3%

In the first nine months of 2018, ePRICE recorded Euro 112.6 million of revenue, of which 102.4 million from product sales. As envisaged in the Strategic Guidelines 2018 - 2023 presented on 8 March 2018, volumes have declined due to the repositioning of sales for some product categories on the Marketplace.

In the third quarter of 2018, there was a recovery in revenues, in particular as a result of the contribution of the Large Domestic Appliances category. Specifically, total revenues fell by 9.3% in the third quarter in relation to the third quarter of 2017, whilst revenues declined by 14.9% over the first nine months of 2018. At the same time, GMV also posted a decline of 6.3% in the third quarter in relation to the third quarter of 2017, which is an improvement from the decline of 10.3% posted over the first nine months of the year.

Contrary to this general decline in volumes, the GMV for Large Domestic Appliances grew 10.4% in the first nine months of 2018 and 21.5% in the third quarter, whilst revenues for Large Domestic Appliances increased by 9.4% in the first nine months compared to 23.2% in the third quarter.

Revenues from the sale of Services and Other, which also includes warranties, fell by 8.1% as compared to the first nine months of 2017, with a downturn that was substantially less than that of the volumes of product sales. This was due to the positive contribution from the Marketplace and warranties. Note that as a result of the entry into force of international accounting standard IFRS 15, revenues from the sale of product warranties were reported net of the related purchase costs with the ePRICE Group acting as agent, insofar as the obligation to take action is fulfilled by third parties. Consequently, the comparison figures were restated.

The Home Service continues to obtain an extremely high NPS, above 60, and continues to represent an important lever for differentiation and a market share driver. In addition, the total NPS of ePRICE increased considerably in the first nine months of the year, from 50 to 58, reflecting the initiatives on platform quality and the delivery service during the reference period.

As at 30 September 2018, the Pick&Pay and Lockers network, unique for the Italian market, numbered 130 Pick&Pays and 298 Lockers (134 and 290, respectively, as at 30 June 2018).

The GMV of ePRICE was supported by the 3P Marketplace, which reached 1,753 merchants and achieved growth of 19% in the 9M period compared to 9M 17, driven by the electronics and mobile phones segment. The growth in the Marketplace's GMV corresponds to that of the reference market, though slowed by seasonal factors in the third quarter (many small Italian merchants are closed for holidays in August).

In terms of Key Performance Indicators, the following trends can be identified:

Key Performance Indicators1	Q3 18	Q3 17	% Change	Key Performance Indicators2	9M 18	9M 17	% Change
Orders (thousands)	162	200	-19.1%	Orders (thousands)	522	627	-16.7%
AOV (Euro)3	268	231	15.9%	AOV (Euro)	249	231	7.6%
Buyers (thousands)4	130	154	-15.8%	Buyers (thousands)	357	409	-12.7%

In the first nine months, 522 thousand orders were managed with an average value (AOV) of Euro 249, up 7.6%, mainly driven by the mix towards high-ticket categories for large domestic appliances and the switch of long-tail categories to the

1 Including the 3P marketplace.

² Including the 3P marketplace.

³ Average order value (excluding VAT).

⁴ Customers with at least 1 order in the period.

Marketplace. Lastly, the number of buyers came to 357 thousand, down by 12.7% as compared to the first nine months of 2017, due to lower marketing investments.

Reclassified consolidated income statement

The table below illustrates the Reclassified Income Statement for the first nine months of 2018, compared with the corresponding period of the previous year, by destination according to the statements used by the Group's management. In the following statement, the Revenue total is stated net of revenues for logistics, IT and administrative services performed in favour of scopes that were sold or being disposed of, which have been restated as a reduction of the related costs.

thousands of Euros	30-Sep-18	% of total revenues	30-Sep-17	% of total revenues	% Change
Total revenues	112,568	100.0%	132,320	100.0%	-14.9%
Cost of sales5	(94,202)	-83.7%	(112,741)	-85.2%	-16.4%
Gross Profit6	18,366	16.3%	19,579	14.8%	-6.2%
Sales and marketing costs	(8,171)	-7.3%	(8,716)	-6.6%	-6.3%
Logistics costs	(13,470)	-12.0%	(13,525)	-10.2%	-0.4%
IT costs	(1,044)	-0.9%	(1,390)	-1.1%	-24.9%
General and administrative expenses	(3,528)	-3.1%	(5,982)	-4.5%	-41.0%
Adjusted EBITDA	(7,847)	-7.0%	(10,034)	-7.6%	-21.8%
Non-recurring costs and income and stock option plans	1,654	1.5%	(1,038)	-0.8%	-259.4%
EBITDA	(6,193)	-5.5%	(11,072)	-8.4%	-44.1%
Depreciation, amortisation and impairment	(6,563)	-5.8%	(5,075)	-3.8%	29.3%
EBIT	(12,756)	-11.3%	(16,147)	-12.2%	-21.0%
Net financial expenses	244	0.2%	236	0.2%	3.3%
Share of the result of associates	(996)	-0.9%	(577)	-0.4%	72.6%
PROFIT (LOSS) FROM CONTINUING OPERATIONS	(13,508)	-12.0%	(16,488)	-12.5%	-18.1%
Net profit (loss) from discontinued operations	3,274		682		N/A
NET PROFIT (LOSS)	(10,234)	-9.1%	(15,806)	-11.9%	-35.3%

* restated to reflect the effects of the first implementation of IFRS 15

⁵ The Cost of goods sold mainly includes the purchase cost of goods and the cost of some services, including the cost of collection fees.

⁶ The Gross Profit is represented by net revenues minus cost of goods sold and is a management control indicator used by the Group's management to monitor and evaluate its sales performance. Gross Profit is not identified as an accounting measure either under the scope of Italian Accounting Principles or under IFRS (International Financial Reporting Standards) and therefore it should not be considered as an alternative method for evaluating the Group sales performance. Since the composition of the Gross Profit is not regulated by reference accounting standards, the calculation criterion applied by the Group may not be standardised with the one adopted by others and, as such, is not comparable. The Group calculates Gross Profit as a percentage of revenue as the ratio of Gross Profit to Total Net Revenue.

Gross Profit

Gross Profit was Euro 18,366 thousand, down Euro 1,214 thousand or 6.2% compared with the corresponding period of the previous year (Euro 19,579 thousand), presenting a much lower decline than that of revenues. In percentage terms, the Gross Profit to Revenues ratio came to 16.3%, a marked improvement from 14.8% recorded in the first nine months of 2017 and essentially in line with plans.

The improvement in Gross Profit confirms the strategy announced during the presentation of the Business Plan aimed at recovering margins by developing the Marketplace and obtaining greater profits from core categories, especially household appliances, on which revenues and the reviewed pricing policy are focused.

Adjusted EBITDA

Adjusted EBITDA stood at Euro -7,847 thousand, a substantial improvement from Euro -10,034 thousand in the first nine months of 2017.

Adjusted EBITDA was negatively affected by the impact of the consolidation of the equity investment in Installo for approximately Euro 247 thousand.

The improvement in adjusted EBITDA was particularly significant beginning in the second quarter of 2018, with an increase of Euro 3,171 thousand over both the second and third quarters, which more than offsets the negative difference recorded in the first quarter.

This significant positive change can be attributed to a reduction in all cost items following the efficiency initiatives conducted over the first nine months, as announced during the presentation of the Business Plan. In particular, it should be noted that personnel costs, before capitalised expenses and excluding the impact of the Installo consolidation, dropped by 15.6% in the first nine months of 2018 as compared to the same period of last year and by 17.2% in the third quarter compared to the third quarter of last year. This means that we are moving in the right direction as far as the streamlining process for the organisational structure is concerned.

Sales and marketing costs dropped by 6.3% compared to the first nine months of 2017, proportionally less than the reduction in revenues. This corresponds to the higher costs incurred by TV advertising campaigns and sponsorships of the Radio Italia concert and F.C. Internazionale Milano.

Marketing costs to acquire customers decreased by 11% in absolute terms in the first nine months of 2018 compared to the same period of 2017. This downward trend increased significantly during the third quarter of 2018, amounting to a 29% reduction compared to the third quarter of 2017.

Logistics costs decreased by 0.4% as compared to the first nine months of 2017, while the reduction excluding the consolidation of Installo was 2.3%. This cost item is closely linked to the performance of sale and revenue volumes in household appliance categories, which posted growth over the first nine months of 2018 compared to the previous period; therefore, this reduction in costs is due to the efficiency measures relating to some implementing processes over the year. Note that, beginning in the third quarter, logistics activities carried out for Saldiprivati were concluded due to the early termination of the contract by SRP Group. This resulted in higher warehouse charges in the quarter for around Euro 250 thousand.

IT costs fell by 25% compared to the first nine months of last year due to the process of optimising costs and renegotiating certain contracts. The decrease in IT costs is especially evident during the third quarter (-52.5% compared to the third quarter of 2017).

General and administration expenses decreased by 41.0% (-43.3% excluding the impact of the Installo consolidation), a particularly significant drop compared to the first nine months of last year, due to the decline in corporate costs and renegotiation and optimisation of some general costs. In the course of the second quarter, this cost item benefited from the contribution recorded for research & development activities for the parent company Eprice S.p.A. in 2017 for Euro 860 thousand and, in the third quarter, from the contribution from research and development activities for the subsidiary Eprice Operations S.r.l. for Euro 852 thousand.

The breakdown of operating profit (loss) and adjusted EBITDA is provided below:

(in thousands of Euros)	30-Sep-18	% of total revenues	30-Sep-17	% of total revenues
Operating profit (loss)	(12,756)	-11.3%	(16,147)	-12.2%
+ Depreciation, amortisation and impairment	6,563	-5.8%	5,075	-3.8%
Non-recurring costs and stock option plans	1,654	1.5%	(1,038)	-0.8%
Adjusted EBITDA	(7,847)	-7.0%	(10,034)	-7.6%
EBITDA	(6,193)	-5.5%	(11,072)	-8.4%

Earnings before interest, taxes, depreciation and amortisation (EBITDA) for the first nine months of 2018 came to Euro - 6,193 thousand compared to Euro -11,072 thousand, an improvement of Euro 4,879 thousand. Stated as a percentage of revenues, it went from -8.4% for the first nine months of last year to -5.5% for the first nine months of 2018, an improvement of 290 bps.

This item includes non-recurring income for Euro 2,000 thousand ensuing from the agreement entered into with the SRP Group (Showroomprivè) as regards early termination for logistics activities carried out on Bnk4-Saldiprivati's behalf, as described later in this document in the paragraph describing significant events in the period.

It also includes stock-option plan costs amounting to Euro 62 thousand and other non-recurring costs amounting to Euro 284 thousand, principally connected to restructuring charges.

EBIT

EBIT totalled Euro -12,756 thousand, compared with Euro -16,147 thousand in the first nine months of 2017. This improvement was due to the increase in EBITDA, as described above, partly offset by greater amortisation and depreciation, which increased by 29.3% as a result of significant investments made in comparison to the first nine months of 2017, particularly for the implementation of the new corporate ERP system and the new logistics centre in Truccazzano.

Earnings before tax from continuing operations

EBT was Euro -13,508 thousand, compared with Euro -16,488 thousand in the first nine months of 2017.

Profit (loss) from discontinued operations

Net profit (loss) from discontinued operations refers to the earn-out share already accrued, net of some related costs, after certain contractually planned conditions were satisfied from the sale of the Vertical Content division to the Mondadori Group for Euro 785 thousand and the definition of the carve-out amount for the sale of Bnk4 Saldiprivati for Euro 2,500 thousand, which was initially dependent on achieving a series of objectives up to a maximum amount of Euro 5 million. Furthermore, the amount had already been paid upon closing, so there was no impact on the net financial position at 30 September 2018. The additional amount of Euro 2.5 million was paid into an escrow account by SRP Group, recorded amongst the other receivables, as a guarantee whilst the final price was being agreed, with a contra-entry amongst other payables. It was therefore returned once the agreement was reached during the period.

SUMMARY OF DATA FOR THE THIRD QUARTER

The table below illustrates the Reclassified Income Statement for the third quarter by destination according to the statements used by the Group's management.

thousands of Euros	Q3 2018	% of total revenues	Q3 2017*	% of total revenues	% Change
Total revenues	37,768	100.0%	41,622	100.0%	-9.3%
Cost of sales7	(31,685)	-83.9%	(35,255)	-84.7%	-10.1%
Gross Profit8	6,083	16.1%	6,368	15.3%	-4.5%
Sales and marketing costs	(2,321)	-6.1%	(2,488)	-6.0%	-6.7%
Logistics costs	(4,705)	-12.5%	(4,331)	-10.4%	8.6%
IT costs	(304)	-0.8%	(639)	-1.5%	-52.3%
General and administrative expenses	(919)	-2.4%	(1,902)	-4.6%	-51.6%
Adjusted EBITDA	(2,167)	-5.7%	(2,992)	-7.2%	-27.6%
Non-recurring costs and income and stock option plans	(79)	-0.2%	(361)	-0.9%	-78.2%
EBITDA	(2,245)	-5.9%	(3,353)	-8.1%	-33.0%
Depreciation, amortisation and impairment	(2,159)	-5.7%	(2,081)	-5.0%	3.7%
EBIT	(4,404)	-11.7%	(5,434)	-13.1%	-18.9%
Net financial expenses	253	0.7%	111	0.3%	128.3%
Share of the result of associates	(316)	-0.8%	(165)	-0.4%	91.5%
PROFIT (LOSS) FROM CONTINUING OPERATIONS	(4,467)	-11.8%	(5,488)	-13.2%	-18.6%
Net profit (loss) from discontinued operations	(11)		0		N/A
NET PROFIT (LOSS)	(4,478)	-11.9%	(5,488)	-13.2%	N/A

* restated to reflect the effects of the first implementation of IFRS 15

In the third quarter, which better represents the effects of the new action plans launched in 2018, consolidated revenue amounted to Euro 37,768 thousand, which is down 9.3% as compared to the third quarter of 2017 (Euro 41,622 thousand).

Despite the drop in revenue, the Gross Profit improved in percentage terms with respect to that recorded in the third quarter of 2017, increasing from 15.3% of revenues in the third quarter of 2017 to 16.1%. This is further confirmation that the actions aimed at recovering Gross Profit are working.

⁷ The Cost of sales mainly includes the purchase cost of goods and the cost of some services, including the cost of transport to customers, the cost of collection fees, agent's commissions and sales commissions and external publishing costs.

⁸ Gross Profit is represented by net revenues minus cost of sales and is a management accounts indicator used by the Issuer to monitor and evaluate sales performance. Gross Profit is not identified as an accounting measure either under the scope of Italian Accounting Principles or under IFRS (International Financial Reporting Standards) and therefore it should not be considered as an alternative method for evaluating the Group sales performance. Since the composition of the Gross Profit is not regulated by reference accounting standards, the calculation criterion applied by the Group may not be standardised with the one adopted by others and, as such, is not comparable. The Group calculates Gross Profit as a percentage of revenue as the ratio of Gross Profit to Total Net Revenue.

The adjusted EBITDA came to Euro -2,167 thousand as compared to Euro -2,992 thousand in the third quarter of 2017, reducing the loss and proving that the work carried out over the year to streamline costs and recover profitability has been effective.

EBITDA stood at Euro -2,245 thousand, compared with Euro -3,353 thousand.

EBIT was Euro -4,404 thousand after depreciation, amortisation and impairment of Euro 2,159 thousand, compared to Euro - 5,434 thousand in the third quarter of 2017.

EBT was Euro -4,467 thousand, compared with Euro -5,488 thousand in the third quarter of 2017.

ANALYSIS OF KEY RESULTS FROM THE STATEMENT OF FINANCIAL POSITION

The following table presents the statement of financial position reclassified by sources and uses:

(thousands of Euros)	30 September 2018	31 December 2017*
USES
Net Working Capital	2,860	(5,482)
Fixed assets	38,633	40,996
Long-term assets	8,765	8,992
Personnel provisions	(2,164)	(2,024)
Long-term liabilities	(360)	(438)
Net Invested Capital	47,734	42,044
SOURCES
Liquidity/Net Financial Debt	5,722	21,340
Shareholders' equity	(53,455)	(63,384)
TOTAL FUNDING SOURCES	(47,733)	(42,044)

* restated to reflect the effects of the first implementation of IFRS 15

Net Working Capital

Net Working Capital dropped by Euro 8,342 thousand mainly due to the reduction in trade payables for Euro 16,239 thousand, partially offset by a decrease in inventories and, to a lesser extent, in trade receivables. In particular, the net reduction in trade payables was influenced by the seasonality that led to significant purchases in the final part of the year, partly settled in early 2018. The decrease in inventories was partly affected by seasonal changes, which result in higher stocks towards the end of the year, and partly by the decision to facilitate the migration to the Marketplace of certain categories unbundled from services.

Note that during the third quarter the change in net commercial working capital was equal to Euro -2,030 thousand compared to the positive change of Euro 5,504 thousand posted in the third quarter of 2017, with a net positive impact on operating cash generation of Euro 7,534 thousand. This is due to the inventory optimisation process, designed to improve financial management, and the collection of a receivable from Showroomprivè of Euro 2 million relating to the early termination of the logistics contract for Saldiprivati.

The change in the other current receivables and payables item primarily stems from settlement of the earn-out for the sale of Bnk4 Saldiprivati which took place in 2016, as amply described in the comments on Profit (loss) from discontinued operations. On the other hand, following the consolidation of Installo, advances from customers for guarantees sold of Euro 3,051 thousand and advances to supplier of Euro 1,423 thousand were recognised.

The table below provides a breakdown of Net Working Capital:

(in thousands of Euros)	30 September 2018	31 December 2017*
Inventories	14,521	20,560
Trade and other receivables	6,926	8,908
Trade and other payables	(21,818)	(38,057)
Trade Working Capital	(371)	(8,589)
Other current receivables and payables	3,231	3,107
Net Working Capital	2,860	(5,482)

* restated to reflect the effects of the first implementation of IFRS 15

Fixed assets

Fixed assets fell by Euro 2,363 thousand. This variation is primarily due to depreciation, amortisation and impairment for the period of Euro 6,062 thousand, sales for the period mainly relating to Sitonline activities for Euro 1,305 thousand, partly offset by investments for the period in intangible assets for Euro 2,727 thousand, in tangible assets for Euro 159 thousand, and for investments in associates for Euro 491 thousand.

Following the acquisition of control of Installo S.r.l. and its subsequent consolidation according to the line-by-line method, the Group, in accordance with the provisions of IFRS 3, made a preliminary allocation of the cost of the business combination at the fair value of assets acquired and liabilities assumed, and recognised intangible assets for Euro 3,326 thousand.

Shareholders' equity

Shareholders' equity attributable to the holding company decreased during the period from Euro 63,384 thousand to Euro 53,345 thousand mainly due to the loss for the period of Euro 10,098 thousand. An increase of Euro 62 thousand was also seen in the stock option reserve against costs associated with the incentive plans for employees and directors. Following the consolidation of the equity investment in Installo, held at 61%, net equity attributable to minority shareholders of Euro 110 thousand was recognised, net of a loss for the period attributable to minority shareholders of Euro 136 thousand.

The breakdown of the Net Financial Position is provided below, in accordance with the CONSOB Communication of 28 July 2006 and in compliance with the ESMA/2011/81 Recommendations.

Net Financial Position
(thousands of Euros)	30 September 2018	31 December 2017
(A) Cash	(200)	(150)
(B) Other cash and cash equivalents	(10,136)	(20,944)
(C) Securities held for trading	-	-
(D) Liquidity (A)+(B)+(C)	(10,336)	(21,094)
(E) Current financial receivables	(1,535)	(2,877)
(F) Current financial payables	5,086	-
(G) Current portion of non-current debt	1,002	2,001
(H) Other current financial payables	45	94
(I) Current financial debt (F)+(G)+(H)	6,133	2,095
(J) Liquidity/Net current financial debt (D)+(E)+(I)	(5,738)	(21,876)
(K) Non-current bank payables	16	501
(L) Bonds issued	-	-
(M) Other non-current payables	-	35
(N) Non-current financial debt (K)+(L)+(M)	16	536
(O) (Liquidity)/Net Financial Debt (J)+(N)	(5,722)	(21,339)

As at 30 September 2018, the Group reported net liquidity of Euro 5,722 thousand. The difference between this amount and that of 31 December 2017 is mainly due to funds used for operations amounting to Euro 14,449 thousand, of which the change in working capital absorbed Euro 8,686 thousand. The change in working capital was primarily due to a reduction in trade payables and derives from those seasonal fluctuations typically associated with the fourth quarter which led to higher spending, as described above.

The investing activities described above involved the use of funds equal to Euro 1,157 thousand, and benefited from the sale of Sitonline activities for Euro 1,170 thousand as well as from the earn-out ensuing from the sale of Banzai Media (Vertical Content Division) for Euro 785 thousand.

During the period, the Group obtained a short-term loan of Euro 5 million, with repayment expected within 12 months.

RESEARCH, DEVELOPMENT AND INNOVATION

Development activities are of particular importance for the Group: the aim is to conceive new solutions and new products and services to be included in the range offered by ePRICE, and to continuously innovate existing products and services, including with regard to the introduction of new technologies and new business development models. The Group takes an interdisciplinary approach, whose greatest strength lies in the close collaboration between development, production and marketing, in order to respond quickly and effectively to constant changes in preferences expressed by consumers.

During the period, the Group continued to invest in improving the quality of services offered to customers, in existing processes and in platform components to make them scalable for increasing volumes.

Team development activities aimed at the mobile-phone sector and geared to optimising customer experience continued; one of the first objectives was to substantially improve the mobile APP by creating distinctive elements that put it in a class of its own and make it markedly different to the desktop site. Specifically, a new cart for the mobile APP was released, the graphic interface was upgraded and the usability of the product pages was improved, thus emphasising the value-added content of the services offered by ePrice.

A new portal designed for the automatic registration of marketplace sellers was released. It included a built-in CRM system which makes the new-seller acquisition phase smoother in addition to facilitating its management by the Marketplace team.

Development work continued on new features aimed at improving the integrated management system. In particular, the purchasing-cycle flow and supplier-invoice checking was automated, which will lead to optimised management and control of the procurement procedures.

The internal procedures for handling customer requests and the impact of the GDPR on handling their personal data were defined. Consequently, all relevant management systems were also adapted for the new requirements.

The development of a platform for the management of specialist local services related to the household appliances (MDA) segment and the construction/activation of the premium delivery and professional installation network both continued. Improvements were made to the courier-tracking system both for products sent by ePrice and products sent by the Marketplace. A monitoring system to check the saturation capacity of the team of installers was released.

Right to waive the obligation to publish an information document in the event of material transactions

The Issuer has exercised the option to waive the obligation provided for in Art. 70, para. 6 and Art. 71, para. 1 of the Issuer Regulations, as defined by Art. 70, para. 8 and Art. 71, para. 1-bis of the Issuer Regulations.

SIGNIFICANT EVENTS IN THE PERIOD

On 8 March 2018, CEO Pietro Scott Jovane resigned effective 15 April 2018. The Board of Directors conferred management powers to the Chairman, Paolo Ainio, who will also take on the role of CEO. The Shareholders' Meeting approved the proposal of the shareholder Paolo Ainio, who owns 22.88% of the Company's share capital, to appoint Roberto Mazzei as a new member of the Board of Directors of ePrice S.p.A. to replace Pietro Scott Jovane following his resignation. Mr. Mazzei will remain in office until the expiry of the current Board's mandate, that is, until the Shareholders' Meeting called to approve the financial statements as at 31 December 2018.

In February 2018, the Group received an unsecured loan of Euro 5 million with a term of 12 months from the banks.

In March 2018, the Group subscribed the share capital increase of the associate Il Post S.r.l. for Euro 175 thousand, after which, due to certain shareholders' failure to subscribe, the investment increased from 38.16% to 38.92%.

In April, the Group acquired a further 7.8% interest in Apprice Sagl at a price of around Euro 140 thousand, increasing its investment from 17.2% to 25%.

In the month of June, the Group finalised the transfer of Sitonline assets to the Register Group for Euro 1.8 million, with a positive impact on the income statement of Euro 236 thousands and on the net financial position at 30 September of Euro 1.2 million; an additional Euro 0.5 million will be collected by the end of the year.

The following table shows how the capital gains ensuing from the transfer were calculated:

Capital gains	236
Liabilities	(453)
Other assets	363
Goodwill	(1,474)
Transfer price	1,800

In June 2018, the Group signed an early termination agreement with the SRP group for logistics activities carried out on behalf of Bnk4-Saldiprivati, obtaining payment of Euro 2 million, which was fully settled in July 2018.

Again in June 2018, the carve-out amount for the sale of Bnk4 Saldiprivati was established in the amount of Euro 2.5 million. This transfer operation was subject to certain administrative and management activities currently performed by the assignor being successfully passed across to the sold company so that it is can be independent; this amount (falling between Euro 0 and 5 million) had already been paid in the amount of Euro 2.5 million to the ePRICE Group upon closing, therefore this transaction did not affect the net financial position at 30 September 2018.

In July 2018, Group acquired a further 22% interest in Installo at a price of Euro 160 thousand, bringing its ownership share to 61%.

Also in July 2018, the Group became Official Online Retail Partner of FC Internazionale Milano; this partnership provides ePRICE with considerable brand visibility on all the digital and physical properties of Inter and special events at key points in the years, with targeted initiatives aimed at Inter football supporters.

As from 1 August 2018, the Group began selling Large Domestic Appliances on Amazon.

SIGNIFICANT EVENTS AFTER THE CLOSE OF THE PERIOD

No significant events took place between the closing date of the period and the approval of this interim directors' report.

The Group continued to diversify its sources of financing and, in particular, obtained a medium-term unsecured loan of Euro 1 million, an overdraft credit line of Euro 650 thousand, and advances for the sale of a VAT receivable for Euro 587 thousand.

The Group sold its 16% share in Interactive Thinking for Euro 2.5 million, higher than the book value.

OUTLOOK

As confirmation of the plans approved in March 2018 and in view of the results achieved through 30 September, the management reaffirms its future projections, i.e. that the action plans already launched will enable the ePRICE Group, in the last quarter of 2018 and in the medium term, to consolidate its leadership status for service-driven categories and to strengthen the steady growth of the Marketplace. The greatest emphasis will be placed on defending profitability, even at the expense of a reduction in revenue growth, and on a decisive move of several categories to the Marketplace, where revenue is recognised only to the extent of the commission.

This will lead to a gradual improvement in the EBITDA, including by means of a more streamlined organisational structure and ongoing cost optimisation, which has already been partly achieved with the efficiency initiatives launched in late 2017 and further consolidated in the first 9 months of 2018. The goal is to achieve an improvement in efficiency levels of about 20%.

The actions put in place will generate in the years following 2018 a steady growth in GMV, Revenues and EBITDA percentage margin, driven by sales of Large Domestic Appliances, Services and 3P Marketplace and will also lead to a strong growth in the GED and increased penetration of the Marketplace and Services. The plans also show additional positive cash-flow effects in 2019, generated by divestments and earn-outs from the sales of BMH and Saldiprivati.

The company budgets (essentially confirmed by the results of the first nine months of 2018), the financial resources acquired so far by entering into new agreements with the banks, and the closure of some extraordinary transactions envisaged by corporate plans all provide reassurance as to the financial sustainability of routine management as well as viable cash-flow development in the short term. At the end of 2018, the company should reach a positive financial position.

Consolidated Financial Statements as at 30 September 2018

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in thousands of Euros)	30 September 2018	31 December 2017*
NON-CURRENT ASSETS
Plant and equipment	6,693	7,788
Intangible assets	28,307	28,560
Investments in associates	2,167	2,278
Non-current financial assets	1,464	2,370
Other non-current assets	66	292
Deferred tax assets	8,700	8,700
TOTAL NON-CURRENT ASSETS	47,397	49,988
CURRENT ASSETS
Inventories	14,521	20,560
Trade and other receivables	6,926	8,908
Other current assets	11,416	14,680
Cash and cash equivalents	10,336	21,094
TOTAL CURRENT ASSETS	43,199	65,242
TOTAL ASSETS	90,596	115,230
LIABILITIES AND SHAREHOLDERS'
EQUITY
SHAREHOLDERS' EQUITY
Share capital	826	826
Reserves	62,617	87,302
Profit (loss) for the period	(10,098)	(24,744)
Shareholders' equity attributable to parent company
shareholders	53,345	63,384
Shareholders' equity attributable to minority
shareholders	110	0
TOTAL SHAREHOLDERS' EQUITY	53,455	63,384
NON-CURRENT LIABILITIES
Payables to banks and other lenders	16	536
Personnel provisions	2,164	2,024
Provisions for risks and charges	360	360
Other non-current liabilities	0	78
TOTAL NON-CURRENT LIABILITIES	2,540	2,998
CURRENT LIABILITIES
Trade and other payables	21,336	37,737
Payables to banks and other lenders	6,133	2,095
Other current liabilities	6,650	8,696
Provisions for risks and charges	482	320
TOTAL CURRENT LIABILITIES	34,601	48,848
TOTAL LIABILITIES	37,141	51,846
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY	90,596	115,230

CONSOLIDATED STATEMENT OF PROFIT (LOSS) BEFORE TAX

(in thousands of Euros)	30 September 2018	30 September 2017*
Revenues	114,720	135,381
Other income	4,050	646
Costs for raw materials and goods for resale	(92,163)	(111,101)
Costs for services	(26,430)	(28,917)
Personnel expenses	(5,965)	(6,809)
Depreciation, amortisation and impairment	(6,562)	(5,075)
Other expenses	(406)	(271)
Operating profit (loss)	(12,756)	(16,146)
Financial expenses	(77)	(69)
Financial income	321	304
Share of the result of associates	(996)	(577)
Profit (loss) before tax from continuing operations	(13,508)	(16,488)
Net profit (loss) from discontinued operations	3,274	678
Profit (loss) for the period of which:	(10,234)	(15,810)
Net result pertaining to third parties	(136)	0
Net result pertaining to the Group	(10,098)	(15,810)

CONSOLIDATED STATEMENT OF CASH FLOW

(in thousands of Euros)	30 September 2017	30 September 2017*
NET CASH FLOW FROM OPERATIONS
Net result from operations	(13,508)	(16,488)
Adjustments to reconcile profit for the period with cash
flow generated by operations:
Depreciation and amortisation	6,062	4,738
Bad debt provision	500	336
Employee benefit fund provision	356	392
Inventory write-down	0	0
Employee benefit fund change	(367)	(546)
Provisions for risks and charges	136	0
Share of the result of associates	996	577
Change in other non-current liabilities	0	33
Other non-monetary items	62	305
Changes in working capital
Change in inventories	5,752	1,022
Change in trade receivables	1,780	3,141
Change in other current assets	1,949	(996)
Change in trade payables	(17,357)	(15,409)
Change in other payables	(810)	(1,448)
NET CASH FLOW GENERATED (ABSORBED) BY	(14,449)	(24,343)
OPERATIONS
NET CASH FLOW FROM INVESTMENT ACTIVITIES
Acquisition of tangible assets	(159)	(4,982)
Disposal of tangible assets	135	0
Change in other non-current assets	244	(19)
Acquisition of intangible assets	(2,726)	(5,462)
Disposal of intangible assets	1,170	0
Provision of financing	0	(1,055)
Purchase of associates	(491)	(1,203)
Acquisition of subsidiaries	(104)	0
Cash flow from discontinued operations	774	1,222
NET CASH FLOW GENERATED (ABSORBED) BY	(1,157)	(11,499)
INVESTMENT ACTIVITIES CASH FLOW FROM FINANCING ACTIVITIES
Financial payables	3,415	3,526
Share capital increase	0	1,045
Current financial receivables	1,433	338
Treasury shares	0	(378)
Dividends	0	(5,252)
Cash flow from discontinued operations
NET CASH FLOW ABSORBED BY FINANCING
ACTIVITIES	4,848	(721)
(Decrease)/Increase in cash and cash equivalents	(10,758)	(36,563)
CASH AND CASH EQUIVALENTS AT THE START
OF THE PERIOD	21,094	54,711
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD	10,336	18,148

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

	Share capital	Share premium	Legal reserve	Treasury shares	Stock option reserve	Other capital reserves	Retained earnings (losses)	FTA Reserve	Employee benefits	Total SE attributable to Group	SE attributable to third parties	Total
Balance as at 31 December 2017*	826	125,194	164	(3,211)	796	538	(60,163)	(487)	(273)	63,384	0	63,384
Profit (loss) for the period							(10,098)			(10,098)	(136)	(10,234)
Other components of comprehensive income										0		0
that will not subsequently be reclassified in profit (loss) for the period that will subsequently be reclassified in profit (loss) for									(3)	(3) 0		(3) 0
the period Comprehensive income							(10,098)		(3)	(10,101)	(136)	(10,237)
Change in scope of consolidation										0	246	246
Share capital increase										0		0
Share-based payments				45	62					62		62
Allocation of the result										0		0
Reclassifications										0		0
Balance as at 30 September 2018	826	125,194	164	(3,166)	813	538	(70,261)	(487)	(276)	53,345	110	53,455

* restated to reflect the effects of the first implementation of IFRS 15

	Share capital	Share premium	Legal reserve	Treasury shares	Stock option reserve	Other capital reserves	Retained earnings (losses)	FTA Reserve	Employee benefits	Total
Balance as at 31 December 2016*	821	124,153	1	(2,585)	554	538	(30,102)	(486)	(86)	92,808
Profit (loss) for the period							(15,810)			(15,810)
Other components of comprehensive income										0
that will not subsequently be reclassified in profit (loss) for the period that will subsequently be reclassified in profit (loss) for the period									7	7 0
Comprehensive income							(15,810)		7	(15,803)
Transactions on treasury shares				(378)						(378)
Share capital increase	5	1,040								1,045
Share-based payments					255					255
Allocation of the result			163				(5,415)			(5,252)
Balance as at 30 September 2017*	826	125,193	164	(2,963)	809	538	(51,327)	(486)	(79)	72,675

STATEMENT PURSUANT TO ART. 154-BIS, PARA. 2, ITALIAN LEGISLATIVE DECREE NO. 58/1998

The Manager Responsible for Preparing the Financial Reports of ePRICE S.p.A., Emanuele Romussi, declares, pursuant to Article 154-bis of the Consolidated Finance Law, that the accounting information contained in this Consolidated Interim Directors' Report of the ePRICE Group as at 30 September 2018 corresponds to the underlying accounting documents, records and accounting entries.

The Manager Responsible for Preparing the Financial Reports Emanuele Romussi