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Emak

Interim / Quarterly Report Aug 8, 2024

4407_ir_2024-08-08_dba856f7-6206-4d7f-989f-97b829e9e257.pdf

Interim / Quarterly Report

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HALF YEAR REPORT AT 30 JUNE 2024

Emak S.p.A. • Via Fermi, 4 • 42011 Bagnolo in Piano (Reggio Emilia) ITALY Tel. +39 0522 956611 • Fax +39 0522 951555 • www.emakgroup.it • www.emakgroup.com Capitale Sociale Euro 42.623.057,10 Interamente versato • Registro delle Imprese N. 00130010358 • R.E.A. 107563 Registro A.E.E. IT08020000000632 • Registro Pile/Accumulatori IT09060P00000161 Meccanografico RE 005145 • C/C Postale 11178423 • Partita IVA 00130010358 • Codice Fiscale 00130010358

Index

Organizational chart of Emak Group as of 30 June 2024 3
Corporate Bodies of Emak S.p.A 4
Main shareholders of Emak S.p.A 5
Emak Group Profile 5
Intermediate Directors Report at 30 June 2024 7
Main strategic lines of action 8
Policy of analysis and management of risks related to the Group's business 8
1. Main economic and financial figures for Emak Group 14
2. Information on the Russia-Ukraine and Israel-Palestinian conflicts and on geopolitical tensions in the
Red Sea 15
3. Scope of consolidation15
4. Economic and financial results of Emak Group 16
5. Dealings with related parties 21
6. Plan to purchase Emak S.p.A. shares22
7. Disputes 22
8. Business outlook22
9. Significant events occurring during the period and positions or transactions arising from atypical and
unusual transactions, significant and non-recurring23
10. Subsequent events 23
11. Other information 23
12. Reconciliation between shareholders' equity and net profit of the parent company Emak and
consolidated equity and the results 23
Emak Group Half year report at 30 June 202425
Consolidated Income Statement 26
Statement of consolidated financial position 27
Statement of changes in consolidated equity for the Emak Group at 31.12.2023 and at 30.06.2024 28
Statement of changes in consolidated equity for the Emak Group at 30.06.2023 28
Consolidated Cash Flow Statement 29
Explanatory notes to the abbreviated consolidated financial statements for the half-year of Emak Group 30
Declaration on the half year report in accordance whit Article 154-bis, paragraph 5 of Legislative Decree no.
58/1998 (Consolidated Law on Finance)58
Auditor's review report on the half year condensed consolidated financial statement59

Organizational chart of Emak Group as of 30 June 2024

    1. Valley Industries LLP is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 6%.
    1. Comet do Brasil Industria e Comercio de Equipamentos Ltda is owned for 99.63% by Comet S.p.A. and 0.37% by P.T.C. S.r.l.
    1. Emak do Brasil is owned for 99.99% by Emak S.p.A. and 0.01% by Comet do Brasil Industria e Comercio de Equipamentos Ltda.
    1. Lavorwash Brasil Ind. Ltda is owned for 99.99% by Lavorwash S.p.A. and 0.01% by Comet do Brasil Industria e Comercio de Equipamentos Ltda.
    1. S.I.Agro Mexico is owned for 97% by Comet S.p.A. and 3% by P.T.C. S.r.l.
    1. Markusson Professional Grinders AB is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 19%.
    1. Agres Sistemas Eletrônicos S.A. is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 4.5%.
    1. Poli S.r.l. is consolidated at 100% as a result of the "Put and Call Option Agreement" that governs the purchase of the remaining 20%.
    1. The companies Emak Deutschland Gmbh and Ptc Waterblasting LLC have ceased their operational activities.

Corporate Bodies of Emak S.p.A.

The Ordinary General Meeting of the Shareholders of the Parent Company, Emak S.p.A. on 29 April 2022 appointed the Board of Directors and the Board of Statutory Auditors for the financial years 2022-2024.

Board of Directors
Non-executive Chairman Massimo Livatino
Deputy Chairman and Chief Executive Officer Luigi Bartoli
Executive Director Cristian Becchi
Independent Director Silvia Grappi
Elena Iotti
Alessandra Lanza
Directors Francesca Baldi
Ariello Bartoli
Paola Becchi
Giuliano Ferrari
Marzia Salsapariglia
Vilmo Spaggiari
Paolo Zambelli
Risk Control and Sustainability Committee; Remuneration
Committee,
Related
Party
Transactions
Committee,
Nomination Committee
Chairman Elena Iotti
Components Alessandra Lanza
Silvia Grappi
Manager in charge of preparing the accounting statements Roberto Bertuzzi
Supervisory Body as per Legislative Decree 231/01
Chairman Sara Mandelli
Acting member Marianna Grazioli
Board of Statutory Auditors
Chairman Stefano Montanari
Acting auditors Roberta Labanti
Livio Pasquetti
Alternate auditor Rossana Rinaldi
Giovanni Liberatore
Independent Auditor Deloitte & Touche S.p.A.

Main shareholders of Emak S.p.A.

The share capital of Emak S.p.A. is represented by 163,934,835 shares with a par value of 0.26 euros per share.

The Company has been listed on the Milan Stock Exchange since June 25, 1998. Since September 2001 the stock has been included in the Euronext Segment of Equities with High Requirements (STAR).

At the closing date of June 30, 2024 on the basis of notifications received pursuant to Article 120 of Legislative Decree 58/1998, only Yama S.p.A., with 65.2%, is the owner of a stake of more than 5% of the share capital.

Emak Group Profile

The Group operates on the global market with a direct presence in 15 countries and a distribution network covering 5 continents.

The Group offers a wide range of products with recognised trademarks and refers to a target clientele highly diversified into three business segments:

  • Outdoor Power Equipment (OPE): Emak S.p.A. and its commercial and productive subsidiaries operates in this segment;
  • Pumps and Water Jetting (PWJ): this segment is managed by Comet S.p.A. and its subsidiaries, including Lavorwash S.p.A.;
  • Components and Accessories (C&A): this segment is managed by Tecomec S.r.l., Sabart S.r.l. and their subsidiaries.

Outdoor Power Equipment (30% of total Group sales)

The Outdoor Power Equipment segment is involved in the development, manufacture and marketing of products for gardening and forestry activity and small machines for agriculture, such as brushcutters, lawnmowers, tractors, chainsaws and motor hoes. The Group is a leader in the European market, in which it operates with sales branches in the major markets, and is supported by a vast network of independent importers in the remaining ones. At global level, the Group has a network of 150 distributors in over 115 countries. Given the technical contents of the products, sales are mainly made through the network of specialised distributors, characterised by a high-level pre- and after-sales service, while the mass retail channel is used only in a few countries. Online sales occur through a dedicated proprietary portal, agreements with sector market places and through platforms developed by its network of distributors.

The Group distributes its products under the main brands Oleo-Mac, Efco, Bertolini, Nibbi and, only for the French market, Staub. The Group's offer is aimed mostly at private users and a residual part at professionals. In this sector the Group concentrates its resources on product innovation (electrification and the development of clean motors, safety and comfort) and process innovation, on the strengthening of its market position and on the penetration of new markets with a high potential for development.

Demand in the sector is generally linked to the economic trend and to users' available income. The sales trend, finally, depends on the weather: over the year, in fact, the business has a seasonality that is heavily weighted in the first half of the year; a spring season with a more or less favourable climate can lead to a different trend in the demand for gardening products.

Pumps and Water Jetting (43% of total Group sales)

The Pumps and Water Jetting segment brings together the development, manufacturing and marketing of three product lines: (i) agriculture (around 41% of the segment turnover), a complete range of centrifugal pumps, diaphragm pumps, piston pumps, sprayers and products for irrigating and weeding; (ii) industry (around 21% of the segment turnover), with a complete range of pumps at low and high pressure (up to 2,800 bars), hydrodynamic units (so-called installations) and accessories for water blasting and machines for urban cleaning; (iii) washing or cleaning (around 38% of the segment turnover), with a complete offer of pressure washers, for domestic and professional use, floor washing-drying machines and vacuum cleaners. The Group markets its products with the Comet, HPP, Lemasa, PTC Waterjetting Equipment, PTC Urban Cleaning Equipment, Lavor, Poli, Valley and Bestway brands. Distribution of the products occurs through its sales branches and independent distributors in over 130 countries throughout the world. The type of clientele and sales channel varies depending on the products: the agriculture line is sold to manufacturers of spraying and weeding machines, directly to final users (mainly farmers) or through a network of specialised dealers and importers; the range for industry is sold to manufacturers of pressure washers and hydrodynamic units, to

contractors/users of the complete system or through specialized dealers; the cleaning line is sold through specialized dealers, mass retail, online and to contractors.

In this sector, the Group focuses its activities on product innovation, the extension of its offer, both in terms of product and sectors of use, besides on the maximization of the synergies deriving from acquisitions made over the years.

Demand for agriculture and industry products is generally linked to the trend in the different sectors/fields of application; the one for washing products is mainly related to the economic cycle trend, people's available income and any increase in hygiene standards.

Components&Accessories (27% of total Group sales)

The Components and Accessories segment is related to the development, manufacture and marketing of products intended for the outdoor power equipment sector (equal to around 55% of the segment turnover), agriculture (equal to around 25% of the segment turnover) and washing (equal to around 20% of the segment turnover). Within the wide offer range, the most representative products are wire and heads for brushcutters (which together compose the cutting system); chain sharpeners for chainsaws; guns, valves and nozzles for pressure washers for industrial washing and for agricultural applications; precision products and solutions for agriculture (precision farming). In this segment, the Group operates partly through its own Tecomec, Geoline, Agres, Mecline, Markusson, Sabart and Trebol brands, and partly supplying products with third-party brands. The Group serves the major manufacturers of machines for gardening, agriculture and cleaning, through a network of specialised distributors and has consolidated relationships with the largest mass retail chains. In this sector, the Group focuses its resources on product innovation, on the strengthening of its partnerships

with leading manufacturers and on the extension of its offer. Demand for the products of this segment follows the trends of the other businesses in which the Group operates. In the world of Outdoor power equipment, the weather and the available income of final users can influence the sales of machines and their use, contributing to the sale of products for original equipment and for spare parts respectively. In the agricultural and washing sectors, the raw materials trend, government policies and the general economic situation can influence the levels of investment of market operators.

Intermediate Directors Report at 30 June 2024

Main strategic lines of action

The main goal of the Emak Group is the creation of value for its stakeholders, through sustainable growth.

In order to achieve this objective, the Group focuses on:

    1. Innovation, in relation to both product and process. In a dynamic and competitive scenario likes the one in which it operates, the Group pays great attention to the development of its own range of products, in terms of both extension and evolution. Research and development are focused on the reduction of the products' environmental impact through new technologies (range electrification), reduction in the emissions of endothermic motors and the use of recycled materials. A further line of development is the extension of applications and of the sectors of use of its products (e.g., industrial pumps in agriculture). With regards to processes, drivers of innovation relate to methodological research and digitalisation aimed at improving the efficiency of internal processes.
    1. Distribution, considered, on the one hand, as the strengthening of its position in the distribution network and, on the other hand, as business growth achieved in high-potential markets, in order to obtain the right balance of distribution in different geographical areas.
    1. Efficiency, considered as continuous improvement in its processes and in the management of its activities, aimed at the generation of resources to be allocated to the Group's medium and longterm development initiatives.
    1. Acquisitions, considered as growth by external means, to strengthen the businesses with greater profitability, increase the weight of sectors characterised by greater resilience and medium/longterm stability, re-equilibrate the weight of reference markets at geographical level, and, finally, acquire new know-how and complete product ranges.

Policy of analysis and management of risks related to the Group's business

The Group and its subsidiaries have an internal control system that is considered by the Board of Directors of Emak to be appropriate for the size and nature of the activity carried out, suitable for effectively overseeing the main risk areas typical of the activity, aimed at contribute to the sustainable success of the Group.

In fact, as part of the formalization of strategic plans, the Board of Directors of Emak takes into consideration the nature and level of risk compatible with the strategic objectives of the Issuer and, in this regard, has adopted a system of internal control consisting of the set of rules, resources, processes and procedures that aim to ensure:

  • the containment of risk within the limits compatible with sustainable management of the business activity;
  • the safeguarding of the value of the assets;
  • the effectiveness and efficiency of business processes;
  • the reliability and security of company information and IT procedures;
  • the compliance of company operations with the law, policies, regulations and internal procedures.

Consequently, within the Group the following have been defined:

  • the behaviors to keep;
  • the assignment and separation of duties;
  • the organizational dependencies;
  • the responsibilities and levels of autonomy;
  • the operating instructions;
  • the controls to be applied within the activities.

As part of its industrial activity, the Group is exposed to a series of risks, the identification, assessment and management of which are assigned to Managing Directors, also in the role of Executives Directors appointed pursuant to the self-regulatory Corporate Governance Code of Borsa Italiana S.p.A., to business area managers and the Risk Control and Sustainability Committee.

The Directors responsible for the internal control system oversee the risk management process by implementing the guidelines defined by the Board of Directors in relation to risk management and by verifying their adequacy.

In order to prevent and manage the most significant risks of a strategic nature, of Compliance and of fairness of financial information, the Group has tools for mapping and managing the various types of risks, also through an assessment of the economic and financial impacts and the probability of occurrence.

As part of this process, different types of risk are classified on the basis of the assessment of their impact on the achievement of the strategic objectives, that is to say, on the basis of the consequences that the occurrence of the risk may have in terms of compromised operating or financial performance, or of compliance with laws and/or regulations.

On the website www.emakgroup.com is published The Corporate Governance report prepared in accordance with the provisions of Art. 123-bis, Legislative Decree 58/98 which analytically describes the corporate governance structure of the group and the practices applied in terms of the Internal Control System and risk management.

In relation to the main risks, highlighted below, the Group constantly pays attention to and monitors the situations and developments in macroeconomic, market and demand trends in order to be able to implement any necessary and timely strategic assessments.

The main strategic-operating risks to which the Group is subject are:

Competition and market trends

The Group operates on a global scale, in a sector characterized by a high level of competition and in which sales are concentrated mainly in mature markets with moderate or low rates of growth in demand.

Performances are closely correlated to factors such as the level of prices, product quality, trademarks and technology, which define the competitive positioning of operators on the market. The competitive position of the Group, which compares with global players that often have greater financial resources as well as greater diversification in terms of geography, makes particularly significant the exposure to risks typically associated with market competitiveness.

The Group mitigates the country risk by adopting a business diversification policy by product and geographic area, such as to allow risk balancing.

The Group also constantly monitors the positioning of its competitors in order to intercept any impacts on its commercial offer.

In order to reduce the risk of saturation of the segments / markets in which it operates, the Group is progressively expanding its product range, also paying attention to "price sensitive" segments.

Risks associated with consumer purchasing behavior

Over the last few years, trends have emerged such as for example e-commerce and technologies which could have, in the medium to long term, a significant impact on the market in which the Group operates. The ability to grasp the emerging expectations and needs of consumers is therefore an essential element for maintaining the Group's competitive position.

The Group seeks to capture emerging market trends to renew its range of products and adapt its value proposition based on consumer purchasing behaviour.

Geopolitical risk and international expansion strategy

The Group operates in an increasingly complex international context, in which local tensions and conflicts cause effects at global level, increasingly influencing the economic performance of companies. In addition, the Group's strategies, aimed at increasing business also in emerging countries, more subject to sudden socioeconomic and regulatory changes (e.g., tariffs), could influence results in a more significant way compared to the past.

The breakout of the conflict between Ukraine and Russia, followed by the more recent conflict in the Middle East in the fall of 2023, has had and will have significant repercussions on the variables that determine the performances of businesses, notably the prices of raw materials, transportation costs, energy costs, exchange rates, consumption trends, inflation rate trends and, consequently, interest rates, making the indicators and fundamentals of the economy increasingly volatile and unpredictable; some markets (Russia and Belarus) are subject to economic sanctions that limit their access to the global market.

Emak constantly monitors the evolution of the of the socio-political situation of the various countries in which it operates, seeking to diversify end markets and supply markets, adopting operating flexibility solutions (adequate inventories, adjustment of sales prices, etc.) aimed at promptly dealing with very rapid and unexpected changes in contexts.

The Group, in the context of external growth, implements and coordinates M&A activities in all respects in order to mitigate the risks.

Demand variability following weather conditions

Weather conditions may impact on the sales of certain product families. Generally, weather conditions characterized by drought can cause contractions in the sale of gardening products such as lawnmowers and garden tractors, while winters with mild climate adversely affect sales of chainsaws. The Group is able to respond quickly to changes in demand by leveraging on flexible production.

Technological products evolution

The Group operates in sectors where product innovation represents an important driver for the maintenance and growth of its market share.

The Group actively monitors regulatory requirements introduced in outlet countries in order to anticipate technological innovations and place compliant products on the market.

The Group responds to this risk with continuous investment in research and development and in the use of appropriate skills in order to continue to offer innovative and competitive products and adapt supply to the current and future needs of the market.

Customers performances

The Group's results are influenced by the actions of a number of large customers, with which there are no agreements involving minimum purchase quantities. As a result, the demand of such customers for fixed volumes of products cannot be guaranteed and it is impossible to rule out that a loss of important customers or the reduction of orders made by them could have negative effects on the Group's economic and financial results.

Over the last few years, the Group has increasingly implemented a policy of diversifying customers.

Raw material and components price trend

The Group's economic results are influenced by the trend in the price of raw materials and components. The main raw materials used are copper, steel, aluminium, and plastic materials. Their prices can fluctuate significantly during the year since they are linked to official commodity prices on the reference markets. The Group does not use raw material price hedging instruments but mitigates risk through supply contracts.

Risks associated with the supply chain and the availability of raw materials

A delay/blocking of deliveries or problems relating to quality with respect to a supplier can adversely affect the production of finished products. Although the Group does not use raw materials which are difficult to obtain and has always managed to ensure a supply of adequate quantity and quality it is not possible to exclude that the occurrence of possible further supply tensions could lead to procurement difficulties. The Group adopts a strategy of supply diversification specifically with the aim of minimizing the risks linked to a potential unavailability of raw materials in the times required by production.

In addition, the Group has created a system for monitoring the economic-financial performance of suppliers in order to mitigate the risks inherent in any supply interruptions and has set up a management of relations with suppliers that guarantee supply flexibility and quality in line with the Group's policies.

Environment, Health and Safety management

The Group is exposed to risks associated with health and safety at work and the environment, which could involve the occurrence work-related accidents and illness, environmental pollution phenomena or the failed compliance of specific legal regulations. The risks associated with such phenomena may lead to penal or administrative sanctions or pecuniary disbursements against the Group. The Group manages these types of risks through a system of procedures aimed the systematic control of risk factors as well as to their reduction within acceptable limits. All this is organized by implementing different management systems required by the standards of different countries and international standards of reference.

Risks associated with dependence on key figures

The Group's results also depend on the ability of its management, which has a decisive role for the Group's development and which boasts significant experience in the sector. Should the relationship in force with a

number of these professional figures be interrupted without a timely and suitable replacement, the Group's competitive capacity and its relative growth prospects could be affected.

The Group has an operating and management structure able to ensure business continuity, also through the adoption of retention plans for key professional figures, as well as initiatives aimed at developing skills and retaining talent.

Liability to customers and third parties

The Group is exposed to potential liability risks towards customers or third parties in relation to product liability due to possible design and/or manufacturing defects in the Group's products, also attributable to third parties such as suppliers and assemblers. Moreover, in the event that products are defective or do not meet technical and legal specifications, the Group, also by order of control authorities, could be obliged to withdraw such products from the market. In order to manage and reduce these risks, the Group has entered into a master group insurance coverage that minimizes risks only to insurance deductibles.

Risks associated with the recoverability of assets, in particular goodwill

As part of the development strategy, the Group has implemented acquisitions of companies that have enabled it to increase its presence on the market and seize growth opportunities. With reference to these investments, specified in the financial statements as goodwill, there is no guarantee that the Group will be able to reach the benefits initially expected from these operations. The Group continuously monitors the performance against the expected plans, putting in place the necessary corrective actions if there are unfavourable trends which, when assessing the congruity of the values recorded in the financial statements, lead to significant changes in the expected cash flows used for the impairment tests.

Climate Change

Climate change carries with it two types of risk: (i) transition and (ii) physical.

Transition risks derive from the transition towards a low carbon and climate-resilient economy to meet climate change mitigation and adaptation requirements (policy, legal, technological, market and reputational risks). The main transition risks include, by way of example and not in exhaustive terms: transfer to alternative energy sources; electrification of buildings and industrial activities; technological change; change in consumer preferences towards more sustainable products; carbon pricing.

Physical risks derive from the physical effects of climate change (acute and chronic) and can have financial implications for organizations.

Management carries out assessments regarding the impacts on business activities of risks linked to climate change, both regarding the transitional and physical types. Within its Enterprise Risk Management model, the main risks associated with climate change have been mapped, figures responsible for their monitoring have been identified and initiatives to combat any negative impacts have been implemented. The model, as a living management tool for Group activities, is periodically updated by the Risk Management department, shared with the Control, Risks and Sustainability Committee and, finally, subject to examination by the Board of Directors. It should be noted that in the drawing up of its industrial plans, the Group formalizes specific sections dedicated to the risks associated with climate change in which the planned initiatives are set out and, where the data is available, the expected investments, costs and revenues are quantified for the planned initiatives. To date, on the basis of the analyses performed and on the nature of the Group's activities, particular attention is focused on the mitigation of transition risks, considered those with the greatest potential impact. In the Management's view, on the basis of prospectively observable information, said risks can have impacts mainly on the Outdoor Power Equipment segment, which represents 30% of Group revenues.

Transition risks are managed inside the Group in day-to-day business activities. The regulatory evolution of Group's products is followed and monitored by the technical structures through membership and participation in meetings of trade associations which provide information on what will be the requirements of the products in the years to come. The Group's research and development activity (see the specific paragraph) is directed on the basis of the regulatory evolution. The evolution of consumer preferences is monitored through the commercial and marketing structure, with constant contact with the distribution network and through the category associations in which the Group participates. With regards to aspects linked to energy procurement, this area is monitored by the purchasing department.

Said risks open up, at the same time, interesting opportunities from both the point of view of business development (e.g., development of electric/battery-run products, growth of the agriculture sector) and with regards to efficiency (e.g., reduction in energy consumption).

With regards to physical risk, the Group is carrying out scenario analyses aimed at identifying and understanding what the effects of a series of climate events could be on company assets. Specifically, the analysis has been performed taking into consideration the Group's production plants and identifying the most

relevant risks, their future projection over two time horizons consistent with the Group's business and considers two scenarios (one pessimistic and one optimistic). Finally, the analysis examines the initiatives already undertaken and those planned that can mitigate any negative effects of climate events. The work carried out to date has concerned 4 specific risks and, for each, the companies potentially most impacted, the interventions already implemented in order to mitigate the risk and possible initiatives to be implemented have been identified:

  • ✓ water stress: the possible negative impact appears to be mitigated by the limited use of water in the Group's production processes and by the reuse procedures already in place at most of the companies involved;
  • ✓ heat stress and change in air temperature: the possible impact linked to the well-being of employees and the economic implications of the phenomenon are mitigated by the use of air cooling systems within the production premises and by the flexible organization of work;
  • ✓ river flooding: the possible negative impact linked mainly to economic aspects is mitigated by the limited number of plants potentially affected and, in the most pessimistic hypotheses, by their limited weight on the Group's activities.

The analysis carried out so far has not determined the need for interventions by the Group. Through dedicated departments, the Group will continue its monitoring of the scenarios and their evolution so as to always have updated bases for risk assessment and any implementation of mitigating actions.

Tax risk management

The Group operates in many countries and the tax management of each company is subject to complex national and international tax regulations that may change over time.

Compliance with the tax regulations of parent companies and subsidiaries is harmonized with the Group's tax policy through coordination and validation activities, which is expressed in homogeneously approaching, while taking into account local particularities, issues such as tax consolidation, facilitations for research and development., transfer pricing, the various forms of public incentives for businesses, as well as the choices relating to the management of any tax disputes.

In addition, the Group, with particular reference to its Italian subsidiaries, has also defined a tax risk control system coordinated with the provisions of Law 262/05 and Legislative Decree 231/01, to monitor activities with potential tax impacts on the main business processes and on the Group's results.

Information Technology

For several years, the Group has automated through its IT systems most of the operational processes to support its business, continuing a progressive and constant digitalization process, subsequent the exponential technological evolution in place. IT systems malfunction and crashes can have a direct impact on most business processes.

In the current economic and social context the risks of cyber security are increasing, especially because of cyber attacks.

If successful, such attacks could adversely impact the Group's business operations, financial condition or reputation. Also due to the recent investment of the Group in new and updated information systems, the Group has started the necessary activities to keep the systems protected and to guarantee their recovery following emergencies, as well as an adequate data storage capacity; furthermore, activities were started on the enhancement of skills in the field of IT security, as well as awareness and training on information security. In parallel with the provisions of the European Regulation (GDPR), the Group constantly monitors the protection of rights in relation to the personal data processed.

The recent and rapid evolution of AI (Artificial Intelligence) technologies raises the issue of their impact on company business models and operational processes, with a general effect on competitiveness and efficiency. The group closely monitors the technology's evolution and continually evaluates its applications within its business model, in order to develop an appropriate investment plan, both in terms of resources and human capital, to seize opportunities and minimize adverse effects.

Financial risks

In the ordinary performance of its operating activities, the Group is exposed to various risks of a financial nature. For detailed analysis, reference should be made to the appropriate section of the Notes to Annual Financial Statements in which the disclosures as per IFRS no. 7 are set out.

Risk management process

With the aim of reducing the financial impact of any harmful event, Emak has arranged to transfer residual risks to the insurance market, when insurable.

In this sense, Emak, as part of its risk management, has taken steps to customize insurance coverage in order to significantly reduce exposure, particularly with regard to possible damages arising from the manufacturing and marketing of products.

All companies of the Group are today insured, with policies of international programs such as Liability, Property all risks, D&O, Crime, EPL and "legal protection", against major risks considered as strategic, such as: product liability and product recall, general civil liability, legal fees, certain catastrophic events and related business interruption. Other insurance coverage has been taken out at the local level in order to respond to regulatory requirements or specific regulations.

The analysis and insurance transfer of the risks to which the Group is exposed is carried out in collaboration with a high standing insurance broker who, through an international network, is also able to assess the adequacy of the management of the Group's insurance programs on a global scale.

1. Main economic and financial figures for Emak Group

Y 2023 2 Q 2024 2 Q 2023 I H 2024 I H 2023
566,317 Revenues from sales 175,332 159,403 345,439 331,156
67,878 EBITDA before non ordinary income/expenses (*) 23,140 24,119 44,936 49,409
66,304 EBITDA
(*)
22,230 23,838 43,717 48,842
37,224 EBIT 14,160 16,667 27,854 34,826
19,922 Net profit 6,458 10,673 14,309 22,058

Investment and free cash flow (€/000)

Y 2023 2 Q 2024 2 Q 2023 I H 2024 I H 2023
17,204 Investment in property, plant and equipment 4,237 4,368 8,251 8,214
5,732 Investment in intangible assets 1,578 1,146 2,888 2,572
49,002 Free cash flow from operations
(*)
14,528 17,844 30,172 36,074

Statement of financial position (€/000)

31.12.2023 30.06.2024 30.06.2023
475,162 Net capital employed (*) 502,346 500,028
(191,495) Net debt (*) (212,884) (213,049)
283,667 Total equity 289,462 286,979

Other statistics

Y 2023 2 Q 2024 2 Q 2023 I H 2024 I H 2023
11.7% EBITDA / Net sales (%) 12.7% 15.0% 12.7% 14.7%
6.6% EBIT/ Net sales (%) 8.1% 10.5% 8.1% 10.5%
3.5% Net profit / Net sales (%) 3.7% 6.7% 4.1% 6.7%
7.8% 5.5% 7.0%
0.68 0.74 0.74
2,362 Number of employees at period end 2,516 2,402
EBIT / Net capital employed (%)
Net debt / Equity

Share information and prices

31.12.2023 30.06.2024 30.06.2023
0.117 Earnings per share (€) 0.086 0.132
1.72 Equity per share (€)
(*)
1.75 1.74
1.10 Official price (€) 1.01 1.04
1.32 Maximum share price in period (€) 1.23 1.32
0.89 Minimum share price in period (€) 0.96 1.00
180 Stockmarket capitalization (€ / million) 165 171
162,837,602 Average number of outstanding shares 162,837,602 162,837,602
163,934,835 Number of shares comprising share capital 163,934,835 163,934,835
0.301 Free cash flow from operations per share (€)
(*)
0.185 0.222
0.045 Dividend per share (€) - -

(*) See section "definitions of alternative performance indicators"

2. Information on the Russia-Ukraine and Israel-Palestinian conflicts and on geopolitical tensions in the Red Sea

The war between Ukraine and Russia has had a significant impact on the economy and finances of both countries involved, as well as other nations and the global economic system as a whole.

The Group continues to monitor the evolution of the situation resulting the invasion of the Ukrainian territory by the Russian Federation and to implement the necessary actions to mitigate the risks and direct and indirect impacts.

Regarding the direct impacts, the Group operates in Ukraine mainly through a subsidiary, Epicenter Llc, while it distributes its products, in compliance with the relevant international regulations, through independent customers in other areas impacted by the conflict: particularly Russia and Belarus.

Epicenter Llc, located in Kiev (Ukraine), 100% controlled by Emak S.p.A., since the beginning of the war, has implemented all the necessary measures to preserve the safety of its employees in the first instance and, therefore, integrity of company assets, mainly represented by product inventories. The subsidiary, which has 21 employees, generated a turnover of € 2.3 million in the first half of 2024 (€ 5 million in 2023).

The total assets of the Ukrainian subsidiary as of 30 June 2024 amount to approximately € 4 million, mainly represented by inventories, and to a lesser extent by trade receivables and cash on hand.

The local management continues to monitor market exposure, the integrity of the product inventory and the evolution of the situation to guarantee the continuity of the business under the safest condition.

Excluding the activities of the trading subsidiary, the Ukrainian market is marginal for the Group, with sales in the first half of 2024 amounting to approximately € 0.4 million (€ 0.7 million in 2023) and direct exposure of receivables on the Ukrainian market as of 30 June 2024, amounted to approximately € 27 thousand.

The Group's revenues achieved in the Russian and Belarusian markets represent 1.1% in the first half of 2024 compared to 2% in 2023. The exposure at 30 June 2024 amounts to approximately € 0.3 million.

As for the supply chain, there are no impacts related to the current conditions.

The Group systematically monitors the regulatory and sanction framework related to the markets and parties affected by the conflict, complying with the most scrupulous checks of the counterparties to limit regulatory risks, the continuous assessment of the geopolitical framework aims to prevent potential negative impacts of a commercial and financial nature.

With reference to the most recent Israeli-Palestinian conflict, the Group monitors its evolution, although at the moment there are no direct impacts on its business, as the involved areas are not significant markets for either sales or direct sources of supply.

The geopolitical tensions in the Red Sea have led, since the last months of 2023, to a redefinition of global maritime trade routes, which are leading to an increase in transport costs and delivery times of goods.

These situations contribute to the persistence of uncertainties in the geopolitical, economic, and financial context, requiring the Group to take necessary actions to mitigate the risks and direct and indirect impacts deriving from them.

3. Scope of consolidation

Compared to 31 December 2023 and 30 June 2023, the PNR Group entered the scope of consolidation, as of January 1, 2024, following the acquisition by Tecomec S.r.l. of the 79.995% of the share capital of the PNR Italia S.r.l. on January 15, 2024. Subsequently, on June 10, 2024, Tecomec S.r.l. proceeded to acquire the remaining 19.005% of the share capital of PNR Italia S.r.l.

For further information regarding the acquisition of the PNR Group, please refer to the notes of this report.

As of June 30, 2023, the income statement of the company Bestway LLC (acquired by Valley LLP on February 1, 2023, and subsequently merged by incorporation by the buyer) had consolidated for five months.

4. Economic and financial results of Emak Group

Comments on economic figures

Revenues from sales

In the first semester 2024, the Group achieved a consolidated turnover of € 345,439 thousand, compared to € 331,156 thousand of the same period last year, an increase of 4.3%. This increase is due to the change in the scope of consolidation for 3.4%, to an organic increase in sales for 0.7% and to the positive effect of translation changes for 0.2%.

It should be noted that the organic performance has been negatively affected by the Russia-Ukraine conflict by approximately 5 million Euros compared to the same period, and by logistical turbulence that have caused an abnormal level of unfulfilled orders at the end of the semester.

The turnover for the second quarter amounts to € 175,332 thousand against € 159,403 thousand in the second quarter of 2023, an increase of 10% (6.9% an equal consolidation basis).

EBITDA

In the first semester 2024, Ebitda amounts to € 43,717 thousand (12.7% of sales) compared to € 48,842 thousand (14.7% of sales) for the corresponding semester of the previous year.

During the first half of 2024, non-ordinary expenses were recorded for € 1,219 thousand (€ 567 thousand in the semester 2023). Ebitda before non-ordinary expenses and revenues amounts to € 44,936 thousand and equal to 13% of revenues (€ 49,409 thousand equal to 14.9% of revenues in the same period last year).

The positive effect resulting from the application of the IFRS 16 principle on Ebitda for the first half 2024 is € 5,195 thousand, against to € 4,330 thousand of the first half 2023.

Ebitda for the half-year benefited from the change in the area for € 1.910 thousand, while it was affected by the increase in personnel costs, transports costs following geopolitical tensions in the Red Sea and commercial costs to support sales development.

Personnel costs increased compared to the same period of the previous year for € 8,661 thousand; this increase is due to the change in the scope of consolidation, which had an impact of approximately € 3,470 thousand, the greater use of temporary workers to support seasonal peaks and the dynamics of labor costs also affected by contractual increases.

The average number of resources employed by the Group, also considering temporary workers employed in the period, was equal to 2,750 (2,507 in the first semester 2023).

Operating result

Operating result for the first semester 2024 is € 27,854 thousand with an incidence of 8.1% on revenues, compared to € 34,826 thousand (10.5% of sales) for the corresponding period of the previous year.

Depreciation and amortization are € 15,863 thousand, compared to € 14,016 thousand on 30 June 2023.

Non-annualized operating result as a percentage of net capital employed is 5.5% compared to 7% of the same period of the previous year.

Net result

Net profit for the first semester 2024 is equal to € 14,309 thousand, against € 22,058 thousand for the same period last year.

The item "financial expenses" equal to € 8,803 thousand, increased compared to € 8,265 thousand of the same period of the previous year, due to the increase in market interest rates and the higher level of gross indebtedness.

Currency management is negative for € 640 thousand, compared to a positive value of € 1,231 thousand for the same period of last year. Exchange rate management was negatively affected by the devaluation of the Brazilian real against euro and the US dollar.

The item "Income from/(expenses on) equity investment", equal to a negative value of € 7 thousand (compared to a negative value of € 14 thousand for the same period last year), relates to the valuation according to the equity method of the associated company Raw Power S.r.l.

The effective tax rate is equal to 29.8%, increasing compared to 25.7% of the same period last year, mainly due to a different distribution of incomes within the Group deferred tax assets on tax losses not recognized by some subsidiaries not adequately supported by a multi-year tax plan.

Comment to consolidated statement of financial position

31.12.2023 €/000 30.06.2024 30.06.2023
223,575 Net non-current assets (*) 232,790 222,044
251,587 Net working capital (*) 269,556 277,984
475,162 Total net capital employed (*) 502,346 500,028
279,352 Equity attributable to the Group 285,132 282,789
4,315 Equity attributable to non controlling interests 4,330 4,190
(191,495) Net debt
(*)
(212,884) (213,049)
(*) See section "Definitions of alternative performance indicators"

Net non-current assets

During first semester 2024 the Group invested € 11,139 thousand in property, plant and equipment and intangible assets, as follows:

31.12.2023 €/000 30.06.2024 30.06.2023
5,426 Innovation technological of products 3,010 2,735
8,990 Production capacity and process innovation 4,639 4,212
4,682 Computer network system 2,041 2,115
2,229 Industrial buildings 755 870
1,609 Other investments 694 854
22,936 Total 11,139 10,786

Investments broken down by geographical area are as follows:

31.12.2023 €/000 30.06.2024 30.06.2023
14,850 Italy 6,548 6,848
1,636 Europe 1,034 988
4,633 Americas 2,396 2,216
1,817 Asia, Africa and Oceania 1,161 734
22,936 Total 11,139 10,786

Net working capital

Net working capital at 30 June 2024 amounted to € 269,556 thousand, compared to € 251,587 thousand at 31 December 2023 and € 277,984 thousand at 30 June 2023.

The following table shows the change in net working capital in the first half 2024 compared with the previous year:

€/000 1H 2024 1H 2023
Net working capital at 01 January 251,587 247,687
Increase/(decrease) in inventories (7,820) (18,933)
Increase/(decrease) in trade receivables 41,237 29,887
(Increase)/decrease in trade payables (16,549) 11,740
Change in scope of consolidation 5,922 12,302
Other changes (4,821) (4,699)
Net working capital at 30 June 269,556 277,984

The performance of net working capital as at 30 June 2024 reflects the seasonal dynamics of the business. The market context has allowed an improvement in planning and the gradual normalization of inventory levels of the Group, with a positive impact on the reduction of working capital, while the increase in trade receivables, resulting from the growth in sales in the second quarter, has had a growth effect on the same. The change in the scope of consolidation results in an increase of approximately € 5,922 thousand.

Net financial position

Net negative financial position amounts to € 212,884 thousand at 30 June 2024, compared to € 213,049 thousand at 30 June 2023 and € 191,495 thousand at 31 December 2023.

The following table shows the movements in the net financial position of the first half:

€/000 1H 2024 1H 2023
Opening NFP (191,495) (177,305)
Net profit 14,309 22,058
Amortization, depreciation and impairment losses 15,863 14,016
Cash flow from operations, excluding changes in operating
assets and liabilities
30,172 36,074
Changes in operating assets and liabilities (15,653) (16,397)
Cash flow from operations 14,519 19,677
Changes in investments and disinvestments (10,659) (11,673)
Changes rights of use IFRS 16 (3,277) (8,895)
Dividends cash out (7,404) (10,628)
Other equity changes 7 (223)
Changes from exchange rates and translation reserve 1,036 (3,698)
Change in scope of consolidation (15,611) (20,304)
Closing NFP (212,884) (213,049)

Cash flow from operations is equal to € 30,172 thousand compared to € 36,074 thousand in the same period of the previous financial year. Cash flow from operations is positive for € 14,519 thousand compared to € 19,677 thousand in the same period of the previous financial year. The change in the scope of consolidation

linked to the acquisition of the PNR Group has affected for approximately € 15,611 thousand (of which € 13,400 thousand were for the agreed consideration for the total shares acquired).

Details of the net financial position is analyzed as follows:

(€/000) 30.06.2024 31.12.2023 30.06.2023
A . Cash 83,675 75,661 47,947
B . Cash equivalents - - -
C. Other current financial assets 909 1,087 2,147
D. Liquidity funds (A+B+C) 84,584 76,748 50,094
E . Current financial debt (24,274) (24,304) (17,116)
F. Current portion of non-current financial debt (66,949) (70,226) (60,209)
G. Current financial indebtedness (E + F) (91,223) (94,530) (77,325)
H. Net current financial indebtedness (G - D) (6,639) (17,782) (27,231)
I. Non-current financial debt (207,390) (174,980) (187,053)
J. Debt instruments - - -
K . Non-current trade and other payables - - -
L. Non-current financial indebtedness (I + J + K) (207,390) (174,980) (187,053)
M. Total financial indebtedness (H + L) (ESMA) (214,029) (192,762) (214,284)
N. Non current financial receivables 1,145 1,267 1,235
O. Net financial position (M-N) (212,884) (191,495) (213,049)
Effect IFRS 16 45,216 43,936 43,593
Net financial position without effect IFRS 16 (167,668) (147,559) (169,456)

Net financial position at 30 June 2024 includes actualized financial liabilities related to the payment of future rental and rent payments, in application of IFRS 16 standard, equal to overall € 45,216 thousand, of which € 8,187 thousand falling due within 12 months while at 31 December 2023 they amounted to a total of € 43,936 thousand, of which € 7,503 thousand falling due within 12 months.

Current financial indebtedness mainly consists of:

  • account payables and self-liquidating accounts;
  • loan repayments falling due by 30 June 2025;
  • amounts due to other providers of finance falling due by 30 June 2025;
  • debt for the deferred payment of the minority share of the company PNR Italia S.r.l. for an amount of € 1,200 thousand;
  • debt for equity investments subject to Put & Call Options in the amount of € 2,858 thousand.

Financial liabilities for the purchase of the remaining minority shares subject to Put & Call Options are equal to € 5,858 thousand, of which € 3,000 thousand in the medium to long term, related to the following companies:

  • Markusson for an amount of € 2,116 thousand;
  • Poli S.r.l. for an amount of € 1,608 thousand;
  • Valley LLP for an amount of € 1,074 thousand;
  • Agres for an amount of € 1,060 thousand.

Non-current portion of the payables for the purchase of equity investments, recorded in the item "Non current financial debt", above is equal to € 3,000 thousand while the current portion of payables for the purchase of equity investments, recorded in the item "Current financial debt", is equal to € 4,058 thousand.

Equity

Total equity is equal to € 289,462 thousand at 30 June 2024 against € 283,667 thousand at 31 December 2023.

Highlights of the consolidated financial statement of the semester broken down by operating segment

OUTDOOR POWER
EQUIPMENT
PUMPS AND WATER
JETTING
COMPONENTS AND
ACCESSORIES
Other not allocated /
Netting
Consolidated
€/000 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023
Sales to third parties 110,465 106,638 140,354 139,846 94,620 84,672 345,439 331,156
Intersegment sales 233 227 1,198 1,921 5,602 4,431 (7,033) (6,579)
Revenues from sales 110,698 106,865 141,552 141,767 100,222 89,103 (7,033) (6,579) 345,439 331,156
Ebitda (*) 9,654 12,476 17,214 21,857 18,207 15,698 (1,358) (1,189) 43,717 48,842
Ebitda/Total Revenues % 8.7% 11.7% 12.2% 15.4% 18.2% 17.6% 12.7% 14.7%
Ebitda before non ordinary expenses (*) 10,508 12,476 17,269 22,315 18,517 15,807 (1,358) (1,189) 44,936 49,409
Ebitda before non ordinary expenses/Total Revenues % 9.5% 11.7% 12.2% 15.7% 18.5% 17.7% 13.0% 14.9%
Operating result 5,698 8,649 11,300 16,582 12,214 10,784 (1,358) (1,189) 27,854 34,826
Operating result/Total Revenues % 5.1% 8.1% 8.0% 11.7% 12.2% 12.1% 8.1% 10.5%
Net financial expenses (1) (7,466) (5,129)
Profit befor taxes 20,388 29,697
Income taxes (6,079) (7,639)
Net profit 14,309 22,058
Net profit/Total Revenues% 4.1% 6.7%
(1) Net financial expenses includes the amount of Financial income and expenses, Exchange gains and losses and the amount of the Income from equity investment
STATEMENT OF FINANCIAL POSITION 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023
Net debt (*) 8,224 11,174 142,016 134,618 62,644 45,703 0 0 212,884 191,495
Shareholders' Equity 188,848 185,337 98,295 99,670 80,826 76,978 (78,507) (78,318) 289,462 283,667
Total Shareholders' Equity and Net debt 197,072 196,511 240,311 234,288 143,470 122,681 (78,507) (78,318) 502,346 475,162
Net non-current assets (2) (*) 122,326 122,370 114,238 116,156 71,391 60,261 (75,165) (75,212) 232,790 223,575
Net working capital (*) 74,746 74,141 126,073 118,132 72,079 62,420 (3,342) (3,106) 269,556 251,587
Total net capital employed (*) 197,072 196,511 240,311 234,288 143,470 122,681 (78,507) (78,318) 502,346 475,162
(2) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 76,074 thousand Euro
OTHER STATISTICS 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023
Number of employees at period end 720 725 987 959 800 669 9 9 2,516 2,362
OTHER INFORMATIONS 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023
Amortization, depreciation and impairment losses 3,956 3,827 5,914 5,275 5,993 4,914 15,863 14,016
Investment in property, plant and equipment and in
intangible assets
3,176 2,714 3,916 4,181 4,047 3,891 11,139 10,786

(*) See section "Definitions of alternative performance indicators"

Comments on interim results by operating segment

The table below shows the breakdown of "Sales to third parties" in the first six months of 2024 and the second quarter by business sector and geographic area, compared with the same period last year.

OUTDOOR POWER EQUIPMENT PUMPS AND COMPONENTS AND
WATER JETTING ACCESSORIES CONSOLIDATED
€/000 1H 2024 1H 2023 Var. % 1H 2024 1H 2023 Var. % 1H 2024 1H 2023 Var. % 1H 2024 1H 2023 Var. %
Europe 96,290 90,752 6.1 58,935 60,602 (2.8) 56,952 49,943 14.0 212,177 201,297 5.4
Americas 3,281 3,364 (2.5) 68,624 63,954 7.3 27,097 24,356 11.3 99,002 91,674 8.0
Asia, Africa and Oceania 10,894 12,522 (13.0) 12,795 15,290 (16.3) 10,571 10,373 1.9 34,260 38,185 (10.3)
Total 110,465 106,638 3.6 140,354 139,846 0.4 94,620 84,672 11.7 345,439 331,156 4.3
OUTDOOR POWER EQUIPMENT PUMPS AND
WATER JETTING
COMPONENTS AND
ACCESSORIES
CONSOLIDATED
€/000 2Q 2024 2Q 2023 Var. % 2Q 2024 2Q 2023 Var. % 2Q 2024 2Q 2023 Var. % 2Q 2024 2Q 2023 Var. %
€/000 2Q 2024 2Q 2023 Var. % 2Q 2024 2Q 2023 Var. % 2Q 2024 2Q 2023 Var. % 2Q 2024 2Q 2023 Var. %
Europe 47,533 39,776 19.5 31,633 29,459 7.4 28,992 24,800 16.9 108,158 94,035 15.0
Americas 1,306 1,275 2.4 34,762 33,071 5.1 13,365 12,496 7.0 49,433 46,842 5.5
Asia, Africa and Oceania 5,584 5,499 1.5 6,975 8,527 (18.2) 5,182 4,500 15.2 17,741 18,526 (4.2)
Total 54,423 46,550 16.9 73,370 71,057 3.3 47,539 41,796 13.7 175,332 159,403 10.0

Outdoor Power Equipment

Segment revenues increased by 3.6% compared to the same period of the previous year, thanks to positive sales performance in the second quarter, in which all areas contributed to the good performance.

In Europe, sales growth affected the main markets of Western Europe, supported by sales network initiatives, the return to normal stock levels in distribution channels, and generally favorable weather conditions. In Eastern Europe, a negative trend was observed in the areas affected by the Russia-Ukraine conflict, with a decrease in sales of approximately € 2.4 million.

The slight contraction recorded in the Americas was due to a reduction in sales in North America and Mexico, partially offset by growth in South America.

In the Asia, Africa, and Oceania area, the decrease was attributable to lower sales in Turkey and the Far East.

EBITDA, amounting to € 9,654 thousand, compared to € 12,476 thousand in the first half of 2023, benefited from the increase in sales but was penalized by the increase in logistics costs for importing goods because the current global logistics scenario has led to higher costs for maritime freight and increased reliance on rail and air transport.

During the semester, non-recurring expenses amounting to € 854 thousand were recorded.

Net negative financial position, amounting to a € 8,224 thousand improved compared to December 31, 2023, due to the cash flow generated from operating activities.

Pumps and Water Jetting

Segment revenues increased by 0.4% compared to the first half of 2023.

Sales in Europe decreased, mainly due to the significant reduction in exports to Russia and the marked slowdown in sales in France. However, part of this decline was offset by the Polish and Italian markets and good sales performance through the online channel in the second quarter.

Revenue growth in the Americas area is attributable to the effect of the consolidation area and the commercialization of drones from the Bestway division, which have more than compensated for the decline in sales of other product lines.

Revenues in Asia, Africa, and Oceania decreased due to the contraction in sales in some markets, a decline only partially offset by good performance in the Turkish market.

EBITDA for the first half of 2024, amounting to € 17,214 thousand, compared to € 21,857 thousand in the first half of 2023, was negatively impacted by an unfavorable product mix, increased personnel costs, and higher fixed costs.

Net negative financial position, amounting to € 142,016 thousand, increased compared to December 31, 2023, primarily due to the seasonal dynamics of net working capital.

Components and accessories

Segment sales increased by 11.7% compared to the same period in 2023. The inclusion of the PNR Group in the consolidation area contributed approximately 7.7 million euros.

Sales in Europe, net of the PNR Group's contribution, showed a slight increase despite the significant decline in the agriculture division, which was impacted by both negative sector trends and the drop in the Russian market. In the Italian market, the results achieved in the gardening products sector were particularly notable. Revenue in the Americas area increased thanks to the strong performance of the North American market, which more than compensated for the decline in the Brazilian subsidiaries operating in the agricultural sector. In the Asia, Africa, and Oceania area, the slowdown in the Asian, Australian, and South African markets was more than offset by the growth recorded by the Chinese subsidiary and the contribution of the PNR Group.

EBITDA, amounting to € 18,207 thousand compared to € 15,698 thousand as of June 30, 2023, benefited from the change in the consolidation area by approximately 1.7 million euros and an improved product mix, while it was impacted by the increase in maritime transport costs.

Net negative financial position, amounting to € 62,644 thousand, increased compared to the end of 2023, due to the impact of the PNR acquisition and the increase in net working capital, particularly the higher amount of receivables from customers.

5. Dealings with related parties

Emak S.p.A. is controlled by Yama S.p.A., which holds 65.2% of its share capital and which, as a non financial holding company, is at the head of a larger group of companies mainly operating in the production of machinery and equipment for agriculture and gardening and of components for motors, and in real estate.

With these companies there are limited supply and industrial services dealings, as well as industrial surfaces rental services of and financial services deriving from the equity investment of a few Italian companies in the Group, including Emak S.p.A., in the tax consolidation headed by Yama S.p.A.

There have been collaboration relationships for consultancy services of a technological nature linked to the development of new electrical products with the company Raw power S.r.l.

A further area of relationships with "other related parties" is derived from the performance of professional services for legal and fiscal nature, provided by entities subject to significant influence by a non-executive director.

All of the above dealings, of a normal and recurring nature, falling within the ordinary exercise of industrial activity, constitute the preponderant part of activities carried out in the period by the Group with related parties. The transactions in question are all regulated under current market conditions, in compliance with framework resolutions approved periodically by the Board of Directors. Reference can be made to the notes to the accounts at paragraph 35.

During the year, no extraordinary operations with related parties have been carried out. If transactions of this nature had taken place, enforcement procedures approved by the Board of Directors would have been applied, most recently with its resolution of 12 May 2021.

* * * * * * *

The determination of the remuneration of Directors and Auditors and Managers with strategic responsibility in the Parent Company occurs as part of the governance framework illustrated to the Shareholders and to the public through the report as per art. 123-ter of Leg. Dec. 58/98, available on the site www.emakgroup.it. Given the conditions, Emak S.p.A. makes use of the procedural simplifications provided for in paragraphs 1 and 3, lett. b), in art. 13 of CONSOB Resolution no. 17221 of March 12, 2010 and related amendments and additions. The remuneration of Directors and Auditors and Managers with strategic responsibilities in the subsidiaries are also established based on adequate protection procedures, that provide for the Parent Company to perform control and harmonization activities.

6. Plan to purchase Emak S.p.A. shares

At December 31, 2023, the Company held 1,097,233 treasury shares in portfolio for an equivalent value of € 2,835 thousand.

During the first half 2024 and until the date of approval by the Board of Directors of this report, there were no changes in the consistency of the portfolio of treasury shares, leaving the balances at the beginning of the year unchanged.

7. Disputes

There were no disputes in progress that might lead to liabilities in the financial statements other than those already described in note 34 of the abbreviated half-year financial statements, to which reference is made.

8. Business outlook

The first half of the year was characterized by a complex macroeconomic scenario, which led to a conservative approach by customers and consumers, combined with disruptions to international logistics chains caused by tensions in the Red Sea area, resulting in an impact on sales for the period. Despite a challenging context, the Group reported sales growth compared to the same period last year. The forecast is that the described external dynamics will persist in the coming months; nevertheless, based on the information currently available, Management expects the sales growth trend to continue in the third quarter, with a consequent further increase in cumulative revenue compared to 2023.

9. Significant events occurring during the period and positions or transactions arising from atypical and unusual transactions, significant and non-recurring

The significant events that occurred during the period and positions or transactions arising from atypical and unusual transactions, significant and non-recurring are set out in notes 5 and 7 of half year financial statements.

10. Subsequent events

No significant events occurred after the end of the period of this report.

11. Other information

Significant operations: derogation from disclosure obligations

The Company has resolved to make use, with effect from 31 January 2013, of the right to derogate from the obligation to publish the informative documents prescribed in the event of significant merger, demerger, share capital increase through the transfer of goods in kind, acquisition and disposal operations, pursuant to art. 70, paragraph 8, and art. 71, paragraph 1-bis of Consob Issuers Regulations, approved with resolution no. 11971 of 4/5/1999 and subsequent modifications and integrations.

12. Reconciliation between shareholders' equity and net profit of the parent company Emak and consolidated equity and the results

In accordance with the Consob Communication dated July 28, 2006, the following table provides a reconciliation between net income for first half 2024 and shareholders' equity at 30 June 2024 of the Group (Group share), with the corresponding values of the parent company Emak S.p.A.

€/000 Equity at
30.06.2024
Result for the
year ending
30.06.2024
Equity at
30.06.2023
Result for the
year ending
30.06.2023
Equity and result of Emak S.p.A. 153,824 8,805 155,646 13,699
Equity and result of consolidated subsidiaries 368,991 25,616 354,719 28,857
Effect of the elimination of the accounting value of
shareholdings
(223,500) (283) (213,385) (38)
Elimination of dividends - (19,776) - (19,878)
Elimination of intergroup profits (9,848) (46) (9,987) (568)
Evaluation of equity investment in associated (5) (7) (14) (14)
Total consolidated amount 289,462 14,309 286,979 22,058
Non controlling interest (4,330) (349) (4,190) (533)
Equity and result attributable to the Group 285,132 13,960 282,789 21,525

Bagnolo in Piano (RE), August 8, 2024

On behalf of the Board of Directors The Chiarman

Massimo Livatino

Definitions of alternative performance indicators

The chart below shows, in accordance with recommendation ESMA/201/1415 published on October 5, 2015, the criteria used for the construction of key performance indicators that management considers necessary to the monitoring the Group performance.

  • EBITDA before non-ordinary expenses and revenues: is obtained by deducting at EBITDA the impact of charges and income for litigation and grants relating to non-core management, expenses related to M&A transactions, and costs for staff reorganization and restructuring.
  • EBITDA: defined as profit/(loss) for the period gross of depreciation of tangible and intangible fixed assets and rights of use, write-downs of fixed assets, goodwill and equity investments, Income from/(expenses on) equity investment, income and financial charges, foreign exchange gains and charges and income taxes.
  • FREE CASH FLOW FROM OPERATIONS: calculated by adding the items "Net profit" plus "Amortization, depreciation and impairment losses".
  • EQUITY PER SHARE: is obtained dividing the item "Group equity" by number of outstanding shares at period end.
  • NET WORKING CAPITAL: include items "Trade receivables", "Inventories", current non financial "other receivables" net of "Trade payables" and current non financial "other payables".
  • NET FIXED ASSETS or NET NON-CURRENT ASSETS: include non-financial "Non current assets" net of nonfinancial "Non-current liabilities".
  • NET CAPITAL EMPLOYED: is obtained by adding the "Net working capital" and "Net non-current assets".
  • NET FINANCIAL POSITION: this indicator is calculated by adding to the scheme envisaged by the "Call for attention no. 5/21" of 29 April 2021 issued by Consob, which refers to ESMA guidelines 32-382-1138 of 4 March 2021, the noncurrent financial receivables.

It should be noted that alternative performance indicators are not identified as an accounting measure under the International Accounting Standards and, therefore, should not be considered a substitute measure for the evaluation of the performance of the Company and the Group. The criterion for determining these indicators applied by the Company and the Group may not be homogeneous with that adopted by other companies in the sector and, therefore, such data may not be comparable.

Emak Group Half year report at 30 June 2024

Consolidated financial statements

Consolidated Income Statement

Thousand of Euro

Year 2023 CONSOLIDATED INCOME STATEMENT Notes 1H 2024 of which to
related parties
1H 2023 of which to
related parties
Revenues from sales 9 579 634
566,317 9 345,439 331,156
5,493
755
Other operating incomes 1,918 2,475
Change in inventories 10 (6,602) (7,419)
(298,310) Raw materials, consumables and goods 11 (174,643) (1,316) (169,554) (1,254)
(105,036) Personnel expenses 12 (62,255) (53,594)
(102,915) Other operating costs and provisions 13 (60,140) (405) (54,222) (279)
(29,080) Amortization, depreciation and impairment losses (15,863) (937) (14,016) (926)
37,224 Operating result 27,854 34,826
5,621 Financial income 14 1,984 - 1,919 -
(17,830) Financial expenses 14 (8,803) 183 (8,265) 189
418 Exchange gains and losses 14 (640) 1,231
2 Income from/(expenses on) equity investment 14 (7) (14)
25,435 Profit before taxes 20,388 29,697
(5,513) Income taxes 15 (6,079) (7,639)
19,922 Net profit (A) 14,309 22,058
(847) (Profit)/loss attributable to non controlling interests (349) (533)
19,075 Net profit attributable to the Group 13,960 21,525
0.117 Basic earnings per share 16 0.086 0.132
0.117 Diluted earnings per share 16 0.086 0.132
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE
INCOME
Notes 1H 2024 1H 2023
Net profit (A) 14,309 22,058
Profits/(losses) deriving from the conversion of foreign company
accounts
(2,352) (1,215)
Actuarial profits/(losses) deriving from defined benefit plans (*) - -
Income taxes on OCI (*) - -
Total other components to be included in the comprehensive
income statement (B)
(2,352) (1,215)
Total comprehensive income for the period (A)+(B) 11,957 20,843
Comprehensive net profit attributable to non controlling interests (C)
Comprehensive net profit attributable to the Group (A)+(B)+(C)
(178)
11,779
(561)
20,282

(*) Items will not be classified in the income statement

In accordance with the CONSOB resolution no. 15519 of July 27 2006, the effects of transactions with related parties on the consolidated income statement are shown in the scheme and are further described and discussed in note 35.

Statement of consolidated financial position

Thousand of Euro

31.12.2023 ASSETS Notes 30.06.2024 of which to
related parties
30.06.2023 of which to
related parties
Non-current assets
86,021 Property, plant and equipment 17 90,338 84,670
29,228 Intangible assets 18 33,580 29,644
41,907 Rights of use 19 42,822 12,129 41,749 13,872
72,554 Goodwill 20 72,422 9,914 72,835 9,914
8 Equity investments in other companies 21 8 8
802 Equity investments in associates 21 795 786
11,531 Deferred tax assets 30 12,150 10,547
1,267 Other financial assets 22 1,145 37 1,235 74
96 Other assets 24 97 95
243,414 Total non-current assets 253,357 241,569
Current assets
234,656 Inventories 25 231,462 227,851
121,936 Trade and other receivables 24 169,211 2,192 155,352 988
11,249 Current tax receivables 30 10,089 8,104
59 Other financial assets 22 74 74 74 74
1,028 Derivative financial instruments 23 835 2,073
75,661 Cash and cash equivalents 83,675 47,947
444,589 Total current assets 495,346 441,401
688,003 TOTAL ASSETS 748,703 682,970
31.12.2023 SHAREHOLDERS' EQUITY AND LIABILITIES 30.06.2024 of which to
related parties
30.06.2023 of which to
related parties
Shareholders' Equity
279,352 Shareholders' Equity of the Group 26 285,132 282,789
4,315 Non-controlling interests 4,330 4,190
283,667 Total Shareholders' Equity 289,462 286,979
Non-current liabilities
138,547 Loans and borrowings due to banks and others lenders 28 170,361 150,846
36,433 Liabilities for leasing 29 37,029 10,982 36,207 12,724
7,968 Deferred tax liabilities 30 9,262 7,814
6,066 Employee benefits 31 6,501 6,151
2,885 Provisions for risks and charges 32 3,017 2,907
1,653 Other liabilities 33 642 1,418
193,552 Total non-current liabilities 226,812 205,343
Current liabilities
109,772 Trade and other payables 27 132,482 3,481 106,222 3,737
4,691 Current tax liabilities 30 6,598 5,372
86,424 Loans and borrowings due to banks and others lenders 28 82,914 68,890
7,503 Liabilities for leasing 29 8,187 1,849 7,386 1,781
603 Derivative financial instruments 23 122 1,049
1,791 Provisions for risks and charges 32 2,126 1,729
210,784 Total current liabilities 232,429 190,648
688,003 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 748,703 682,970

In accordance with the CONSOB resolution no. 15519 of July 27 2006, the effects of related party transactions on the financial position are shown in the scheme and are further described and discussed in note 35.

Statement of changes in consolidated equity for the Emak Group at 31.12.2023 and at 30.06.2024

SHARE
CAPITAL
OTHER RESERVES RETAINED EARNINGS EQUITY
ATTRIBUTABLE
Thousand of Euro SHARE
PREMIUM
Treasury
Shares
Legal
reserve
Revaluation
reserve
Cumulative
translation
adjustment
Reserve
IAS 19
Other
reserves
Retained
earnings
Net profit
of the
period
TOTAL
GROUP
TO NON
CONTROLLING
INTERESTS
Balance at 31.12.2022 42,623 41,513 (2,835) 4,247 4,353 2,264 (952) 32,339 119,183 30,268 273,003 3,984 276,987
Profit reclassification 722 3,144 15,818 (30,268) (10,584) (204) (10,788)
Other changes 79 79 (309) (230)
Net profit for the period (2,189) (32) 19,075 16,854 844 17,698
Balance at 31.12.2023 42,623 41,513 (2,835) 4,969 4,353 75 (984) 35,483 135,080 19,075 279,352 4,315 283,667
Profit reclassification 522 2,598 8,627 (19,075) (7,328) (76) (7,404)
Other changes 1,329 1,329 (87) 1,242
Net profit for the period (2,181) 13,960 11,779 178 11,957
Balance at 30.06.2024 42,623 41,513 (2,835) 5,491 4,353 (2,106) (984) 38,081 145,036 13,960 285,132 4,330 289,462

Statement of changes in consolidated equity for the Emak Group at 30.06.2023

SHARE
CAPITAL
Treasury
Shares
OTHER RESERVES RETAINED EARNINGS EQUITY
ATTRIBUTABLE
Thousand of Euro SHARE
PREMIUM
Legal
reserve
Revaluation
reserve
Cumulative
translation
adjustment
Reserve
IAS 19
Other
reserves
Retained
earnings
Net profit
of the
period
TOTAL
GROUP
TO NON
CONTROLLING
INTERESTS
TOTAL
Balance at 31.12.2022 42,623 41,513 (2,835) 4,247 4,353 2,264 (952) 32,339 119,183 30,268 273,003 3,984 276,987
Profit reclassification 722 3,056 15,906 (30,268) (10,584) (44) (10,628)
Other changes 88 88 (311) (223)
Net profit for the period (1,243) 21,525 20,282 561 20,843
Balance at 30.06.2023 42,623 41,513 (2,835) 4,969 4,353 1,021 (952) 35,483 135,089 21,525 282,789 4,190 286,979

Consolidated Cash Flow Statement

31.12.2023 ( €/000 ) Notes 30.06.2024 30.06.2023
Cash flow from operations
19,922 Net profit for the period 14,309 22,058
29,080 Amortization, depreciation and impairment losses 13 15,863 14,016
80 Financial expenses from discounting of debts and other income/expenses 14 25 30
from non-monetary transactions
(2) Income from/(expenses on) equity investment 14 7 14
(1,427) Financial (income)/ Expenses from adjustment of estimated liabilities for
outstanding commitment associates' shares
14 (21) 526
(183) Capital (gains)/losses on disposal of property, plant and equipment (81) (126)
314 Decreases/(increases) in trade and other receivables (43,338) (28,398)
11,978 Decreases/(increases) in inventories 6,669 19,682
(4,270) (Decreases)/increases in trade and other payables 20,758 (7,682)
(225) Change in employee benefits (73) (140)
292 (Decreases)/increases in provisions for risks and charges 400 255
1,561 Change in derivative financial instruments (284) 963
57,120 Cash flow from operations 14,234 21,198
Cash flow from investing activities
(22,851) Change in property, plant and equipment and intangible assets (10,748) (10,786)
(923) (Increases) and decreases in securities and financial assets 115 (900)
183 Proceeds from disposal of property, plant and equipment and other changes 81 126
(20,304) Change in scope of consolidation 5 (10,689) (20,304)
(43,895) Cash flow from investing activities (21,241) (31,864)
Cash flow from financing activities
(262) Other changes in equity 7 (223)
(1,796) Change in short and long-term loans and borrowings 26,516 (11,186)
(7,756) Liabilities for leasing refund (4,143) (3,806)
(10,788) Dividends paid (7,404) (10,628)
(20,602) Cash flow from financing activities 14,976 (25,843)
(7,377) Total cash flow from operations, investing and financing activities 7,969 (36,509)
(3,063) Effect of changes from exchange rates and translation reserve 1,022 (3,215)
(10,440) INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 8,991 (39,724)
83,349 OPENING CASH AND CASH EQUIVALENTS 72,909 83,349
72,909 CLOSING CASH AND CASH EQUIVALENTS 81,900 43,625
ADDITIONAL INFORMATION ON THE CASH FLOW STATEMENT
31.12.2023 ( €/000 ) 30.06.2024 30.06.2023
RECONCILIATION OF CASH AND CASH EQUIVALENTS
83,349 Opening cash and cash equivalents, detailed as follows: 72,909 83,349
86,477 Cash and cash equivalents 75,661 86,477
(3,128) Overdrafts (2,752) (3,128)
72,909 Closing cash and cash equivalents, detailed as follows: 81,900 43,625
75,661 Cash and cash equivalents 83,675 47,947
(2,752) Overdrafts (1,775) (4,322)
Other information:
(1,053) Change in related party receivables and service transactions (60) 91
373 Change in related party payables and service transactions 1,875 2,504
37 Change in related party financial assets - -
(2,163) Related party liabilities for leasing refund (1,090) (1,068)

In accordance with the CONSOB resolution no. 15519 of July 27 2006, the effects of transactions with related parties on the consolidated cash flow statement are shown in the section Other information.

Explanatory notes to the abbreviated consolidated financial statements for the half-year of Emak

Group

Index

  • 1. General information
  • 2. Summary of principal accounting policies
  • 3. Capital and Financial risk management
  • 4. Key accounting estimates and assumptions and disclosure of contingent assets and liabilities
  • 5. Significant non-recurring events and transactions
  • 6. Segment information
  • 7. Balances or transactions arising from atypical and unusual operations
  • 8. Net financial position
  • 9. Revenues from sales and other operating income
  • 10. Raw materials, consumable and goods
  • 11. Personnel expenses
  • 12. Other operating costs and provisions
  • 13. Amortization, depreciation and impairment losses
  • 14. Financial income and expenses, exchange gains and losses and Income from/(expenses on) equity investment
  • 15. Income taxes
  • 16. Earnings per share
  • 17. Property, plant and equipment
  • 18. Intangible assets
  • 19. Rights of use
  • 20. Goodwill
  • 21. Equity investments in other companies and investments in associates
  • 22. Other financial assets
  • 23. Derivative financial instruments
  • 24. Trade and other receivables
  • 25. Inventories
  • 26. Equity
  • 27. Trade and other payables
  • 28. Loans and borrowings
  • 29. Liabilities deriving from leases
  • 30. Tax assets and liabilities
  • 31. Employee benefits
  • 32. Provisions for risks and charges
  • 33. Other non-current liabilities
  • 34. Contingent liabilities
  • 35. Related party transactions
  • 36. Subsequent events

1. General Information

Emak S.p.A. (hereinafter "Emak" or the "Parent Company") is a public company, with registered offices in Via Fermi, 4 in Bagnolo in Piano (RE). It is listed on the Italian stock market (MTA) on the EURONEXT STAR segment.

Emak S.p.A. is controlled by Yama S.p.A., non-financial holding company, which holds the majority of its capital and appoints, pursuant to the law and the company's bylaws, the majority of the members of its governing bodies. Emak S.p.A., nonetheless, is not subject to management or coordination on the part of Yama, and its Board of Directors makes its own strategic and operating choices in complete autonomy.

Values shown in the notes are in thousands of Euros, unless otherwise stated.

The half year report at 30 June 2024 is subject to a limited audit by Deloitte & Touche S.p.A. This audit is significantly less extensive than that of a complete audit carried out according to established auditing standards.

1.rmation about Russia-Ukraine conflict and Israel-Palestinian conflicts and on geopolitical tensions in the Red Sea

Please refer to chapter 2 of the interim Directors' report.

2. Summary of principal accounting policies

The principal accounting policies used for preparing the abbreviated consolidated financial statements for the half-year are in line, except as specified below, with those applied for the annual consolidated financial statements at 31 December 2023 and are briefly discussed below.

2.1 General methods of preparation

The abbreviated consolidated half-year report of the Group at 30 June 2024 has been drawn-up in compliance with the IFRS's issued by the International Accounting Standards Board and adopted by the European Union and has been prepared in accordance with the IAS 34 accounting standard (Interim Financial Reporting), with art. 154-ter (financial reports) of the Consolidated Finance Act and with Consob regulations and resolutions in force. The same accounting principles used in preparing the consolidated financial statements at 31 December 2023 were applied. "IFRS" also includes all valid International Accounting Standards ("IAS") still in force, as well as all interpretations of the International Financial Reporting Standards Interpretations Committee (IFRS IC, formerly "IFRIC"), previously known as the Standing Interpretations Committee ("SIC"). For this purpose, the financial statements of consolidated subsidiaries were reclassified and adjusted.

There are also the explanatory notes according to the disclosures required by IAS 34 with the supplementary information considered useful for a clearer understanding of the abbreviated interim financial statements. The interim financial statements at June 30, 2024 should be read in conjunction with the annual financial statements at 31 December 2023.

In accordance with IAS 1, the Directors confirm that, given the economic outlook, the capital and the Group's financial position, it operates as a going concern.

As partial exception to the provisions of IAS 34, these interim financial statements provide detailed as opposed to summary schedules in order to provide a better and clearer view of the economic-financial and financial dynamics during the period.

The financial statements used at June 30, 2024 are consistent with those in place for the annual financial statements at December 31, 2023.

In accordance with the requirements established by IFRS, the abbreviated half-year report is constituted by the following reports and documents:

  1. Statement of consolidated financial position: based on the distinction between current and non-current assets and current and non-current liabilities;

    1. Consolidated Income Statement and Consolidated Statement of other Comprehensive Income: classification of items of income and expense according to their nature and with representation of the operating result that does not include the effects of exchange differences and income from/(expenses on) equity investment, as per the accounting policy historically adopted by the Group;
    1. Consolidated Cash flow Statement: based on a presentation of cash flows using the indirect method;
    1. Consolidated Statement of Changes in Equity;
    1. Notes to the interim consolidated financial statements.

The half year financial report presents annual data for comparative purposes in the previous year in order to provide adequate information, in consideration of the seasonality of the business of the Group as well as the values of the comparatives of the same period of the previous year are also shown. Indeed, the Group carries out an activity that is affected by the non perfect homogeneity of the flow of revenues and expenses during the year, showing a concentration of volumes mainly in the first half of each year.

The preparation of financial statements in conformity with IFRS requires the use of estimates by the Directors. The areas involving a higher degree of judgment or complexity and areas where assumptions and estimates could have a significant impact on the consolidated financial statements are discussed in note 4.

It is also to be noted that some valuation procedures, in particular the more complex such as the determination of any impairment of non-current assets, are generally carried out completely only in the preparation of annual financial statements, when all necessary information are available, except in cases where there are indications that an immediate assessment of any impairment is required. Even the actuarial valuations for the calculation of provisions for employee benefits are normally processed on the occasion of the annual financial statement as well as the adjustment to the most recent estimates, based on the updated long-term plans, of the payables for the purchase of the residual minority shareholdings if based on prospective economic-financial parameters. Current and deferred tax is recognized based on tax rates in force at the date of the half year report.

2.2 Methods of consolidation

Subsidiaries

The consolidated financial statements of the Group include the financial statements of Emak S.p.A. and the Italian and foreign companies over which Emak exercises direct or indirect control by governing their financial and operating policies and receiving the related benefits, according to the criteria established by IFRS 10.

The acquisition of subsidiaries is accounted for using the purchase method ("Acquisition method"), except for those acquired in 2011 from the parent company Yama S.p.A. The cost of acquisition initially corresponds to the fair value of the assets acquired, the financial instruments issued and the liabilities at the date of acquisition. The excess of the cost of acquisition over the group's share of the fair value of the net identifiable assets acquired is recognized as goodwill.

If the cost of acquisition is lower, the difference is directly expensed to income. The financial statements of subsidiaries are included in the consolidated accounts starting from the date of taking control to when such control ceases to exist. Minority interests and the amount of profit or loss for the period attributable to minorities are shown separately in the consolidated statement of financial position and income statement.

Subsidiaries are consolidated line-by-line from the date that the Group obtains control.

In business combinations carried out in several phases, with the presence of previous parent-subsidiary relationship, full consolidation takes place from the date of acquisition of control and on the same date the remeasurement at fair value of the previously held investment takes place.

It should be noted that:

  • the subsidiary Valley LLP, owned by Comet Usa Inc with a share of 94%, is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the acquisition of the remaining 6% held by a company linked to the current CEO of the subsidiary;

  • Markusson Professional Grinders AB, participated by Tecomec S.r.l., with a share of 81%, is consolidated at 100% on the basis of the "Put and Call Option Agreement" which regulates the purchase of the remaining 19%;
  • Agres Sistemas Eletrônicos S.A., participated by Tecomec S.r.l., with a share of 95.5%, is consolidated at 100% on the basis of the "Put and Call Option Agreement" which regulates the purchase of the remaining 4.5%;
  • Poli S.r.l., participated by Comet S.p.A., with a share of 80%, is consolidated at 100% on the basis of the "Put and Call Option Agreement" which regulates the purchase of the remaining 20%.

Intercompany transactions

Transactions, balances and unrealized profits relating to operations between Group companies are eliminated. Unrealized losses are similarly eliminated, unless the operation involves a loss in value of the asset transferred. The financial statements of the enterprises included in the scope of consolidation have been suitably adjusted, where necessary, to align them with the accounting principles adopted by the Group.

Associated companies

Associated companies are companies in which the Group exercises significant influence, as defined by IAS 28 - Investments in Associates and joint venture, but not control over financial and operating policies. Investments in associated companies are accounted for with the equity method starting from the date the significant influence begins, up to when such influence ceases to exist.

Scope of consolidation

The scope of consolidation at June 30, 2024 include the following companies consolidated using the full consolidation method:

Name Head office Share capitale Currency % consolidated Held by % of equity
investment
Parent Company
Emak S.p.A. Bagnolo in Piano - RE (I) 42,623,057
Italy
Comet S.p.A. Reggio Emilia (I) 2,600,000 100.00 Emak S.p.A. 100.00
PTC S.r.l. Rubiera - RE (I) 55,556 100.00 Comet S.p.A. 100.00
Sabart S.r.l. Reggio Emilia (I) 1,900,000 100.00 Emak S.p.A. 100.00
Tecomec S.r.l. Reggio Emilia (I) 1,580,000 100.00 Emak S.p.A. 100.00
Lavorwash S.p.A. Pegognaga - MN (I) 3,186,161 98.92 Comet S.p.A. 98.92
Poli S.r.l. (1)
Pnr Italia S.r.l.
Colorno - PR (I)
Voghera - PV (I)
60,000
1,000,000

100.00 Comet S.p.A.
100.00 Tecomec S.r.l.
80.00
100.00
Europe
Emak Suministros Espana SA Getafe - Madrid (E) 270,459 90.00 Emak S.p.A. 90.00
Comet France SAS Wolfisheim (F) 320,000 100.00 Comet S.p.A. 100.00
Emak Deutschland Gmbh Fellbach - Oeffingen (D) 553,218 100.00 Emak S.p.A. 100.00
Emak France SAS
Emak U.K. Ltd
Rixheim (F) 2,000,000
342,090

GBP
100.00 Emak S.p.A. 100.00
100.00
Epicenter LLC Burntwood (UK)
Kiev (UA)
19,026,200 UAH 100.00 Emak S.p.A.
100.00 Emak S.p.A.
100.00
Speed France SAS Arnas (F) 300,000 100.00 Tecomec S.r.l. 100.00
Victus-Emak Sp. Z o.o. Poznan (PL) 10,168,000 PLN 100.00 Emak S.p.A. 100.00
Lavorwash France S.A.S La Courneuve (F) 37,000 98.91 Lavorwash S.p.A. 100.00
Lavorwash GB Ltd St. Helens Merseyside (UK) 900,000 GBP 98.91 Lavorwash S.p.A. 100.00
Lavorwash Polska SP.ZOO Bydgoszcz (PL) 163,500 PLN 98.91 Lavorwash S.p.A. 100.00
Lavorwash Iberica S.L. Tarragona (E) 80,000 98.91 Lavorwash S.p.A. 100.00
Markusson Professional Grinders AB (2) Rimbo (SE) 50,000 SEK 100.00 Tecomec S.r.l. 81.00
Trebol Maquinaria y Suministros S.A. A Coruña (E) 75,000 83.33 Sabart S.r.l. 83.33
Pnr EE Sp. Z.o.o. Poznan (PL) 5,000 PLN 100.00 Pnr Italia S.r.l. 100.00
Spraylab Western Europe GmbH Freilassing (D) 25,000
100.00 Pnr Italia S.r.l.
100.00 Pnr Italia S.r.l.
100.00
100.00
Spraylab Northern Europe AB Stoccolma (SE) 9,579
America
Comet Usa Inc Burnsville - Minnesota (USA) 231,090 USD 100.00 Comet S.p.A. 100.00
Comet do Brasil Industria e Comercio de 51,777,052 BRL 100.00 Comet S.p.A. 99.63
Equipamentos Ltda Indaiatuba (BR) PTC S.r.l. 0.37
Emak do Brasil Industria LTDA Ribeirao Preto (BR) 23,557,909 BRL 100.00 Emak S.p.A. 99.99
Comet do Brasil LTDA 0.01
PTC Waterblasting LLC Burnsville - Minnesota (USA) 285,000 USD 100.00 Comet Usa Inc 100.00
S.I. Agro Mexico Guadalajara (MEX) 1,000,000 MXN 100.00 Comet S.p.A. 97.00
PTC S.r.l. 3.00
Speed South America S.p.A. Providencia - Santiago (RCH) 444,850,860 CLP 100.00 Speed France SAS 100.00
Valley Industries LLP (3)
Speed North America Inc.
Paynesville - Minnesota (USA)
Wooster - Ohio (USA)
-
10
USD
USD
100.00 Comet Usa Inc
100.00 Speed France SAS
94.00
100.00
34,285,838 Lavorwash S.p.A. 99.99
Lavorwash Brasil Ind. Ltda Indaiatuba (BR) BRL 98.91 Comet do Brasil LTDA 0.01
Spraycom comercio de pecas para agricoltura
S.A. Catanduva (BR) 533,410 BRL 51.00 Tecomec S.r.l. 51.00
Agres Sistemas Eletrônicos S.A. (4) Pinais (BR) 1,047,000 BRL 100.00 Tecomec S.r.l. 95.50
PNR America LLC Poughkeepsie - New York (USA) 1,000 USD 99.00 Pnr Italia S.r.l. 99.00
Rest of the world
Jiangmen Emak Outdoor Power Equipment
Co.Ltd Jiangmen (RPC) 20,425,994 RMB 100.00 Emak S.p.A. 100.00
Ningbo Tecomec Manufacturing Co. Ltd Ningbo City (RPC) 8,029,494 RMB 100.00 Tecomec S.r.l. 100.00
RMB 100.00
Tai Long (Zhuhai) Machinery Manufacturing Ltd Zhuhai (RPC) 16,353,001 100.00 Emak S.p.A.
Speed Line South Africa Ltd Pietermaritzburg (ZA) 100 ZAR 51.00 Speed France SAS 51.00
Yongkang Lavorwash Equipment Co. Ltd Yongkang City (RPC) 63,016,019 RMB 98.91 Lavorwash S.p.A. 100.00
Yongkang Lavorwash Trading Co. Ltd Yongkang City (RPC) 3,930,579 RMB 98.91 Lavorwash S.p.A. 100.00
Jiangmen Autech Equipment Co. Ltd Jiangmen (RPC) 5,106,499 RMB 100.00 Emak S.p.A. 100.00
Other minorities
Raw Power S.r.l.
24.00
Reggio Emilia (I) 75,292 24.00 Emak S.p.A.
1) Poli S.r.l. is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the acquisition of
the remaining 20%.
(2) Markusson Professional Grinders AB is consolidated at 100% as a result of the "Put and Call Option Agreement" which
regulates the acquisition of the remaining 19%.
(3) Valley Industries LLP is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the
acquisition of the remaining 6%.
(4) Agres Sistemas Eletrônicos S.A. is consolidated at 100% as a result of the "Put and Call Option Agreement" which
regulates the acquisition of the remaining 4.5%.

(4) Agres Sistemas Eletrônicos S.A. is consolidated at 100% as a result of the "Put and Call Option Agreement" which regulates the acquisition of the remaining 4.5%.

Compared to 31 December 2023 and 30 June 2023, the PNR Group entered the scope of consolidation, as of January 1, 2024, following the acquisition by Tecomec S.r.l. of the 79.995% of the share capital of the PNR Italia S.r.l. on January 15, 2024. Subsequently, on June 10, 2024, Tecomec S.r.l. proceeded to acquire the remaining 19.005% of the share capital of PNR Italia S.r.l.

As of June 30, 2023, the income statement of the company Bestway LLC (acquired by Valley LLP on February 1, 2023, and subsequently merged by incorporation by the buyer) had been consolidated for five months.

The associated company Raw Power S.r.l., with headquarters in Reggio Emilia (Italy) and share capital of € 75,292, is 24% held by Emak S.p.A. and consolidated starting from the first quarter of 2023 with the equity method.

2.3 Translation differences

Functional currency and presentation currency

Transactions included in the financial statements of each group company are recorded using the currency of the primary economic environment in which the company operates (functional currency). The consolidated financial statements are presented in Euro, the functional and presentation currency of the Parent Company.

Transactions and balances

Transactions in foreign currencies are translated at the exchange rates at the dates of the transactions. Gains and losses arising from foreign exchange receipts and payments in foreign currency and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in income.

Consolidation of foreign companies financial statements

The financial statements of all Group companies with functional currency different from the presentation currency of the consolidated financial statements are translated as follows:

  • (i) assets and liabilities are translated at the closing rate on the statement of financial position date;
  • (ii) income and expenses are translated at the average rate for the period;
  • (iii) all translation differences are recognized as a separate reserve under equity ("cumulative translation adjustment");
  • (iv) the other residual transactions are recorded at the specific exchange rate of the transaction.

The main exchange rates used for the translation in Euro of the financial statements expressed in foreign currencies are the following:

31.12.2023 Amount of foreign for 1 Euro Average 1H 2024 30.06.2024 Average 1H 2023 30.06.2023
0.87 GB Pounds (UK) 0.85 0.85 0.88 0.86
7.85 Renminbi (China) 7.80 7.77 7.49 7.90
1.11 Dollar (Usa) 1.08 1.07 1.08 1.09
4.34 Zloty (Poland) 4.32 4.31 4.62 4.44
20.35 Zar (South Africa) 20.25 19.50 19.68 20.58
42.00 Uah (Ukraine) 42.20 43.27 39.52 39.70
5.36 Real (Brazil) 5.49 5.89 5.48 5.28
10.93 Dirham (Morocco) - - 11.02 10.76
18.72 Mexican Pesos (Mexico) 18.51 19.57 19.65 18.56
977.07 Chilean Pesos (Chile) 1,016.24 1,021.54 871.11 872.59
11.10 Swedish krona (Sweden) 11.39 11.36 11.33 11.81

2.4 Description of accounting policies applied to individual items

Details of the accounting policies applied to individual items within the financial statements can be found in sections from 2.4 to 2.28 of the explanatory notes to the consolidated financial statements at 31 December 2023.

2.5 Changes in accounting standards and new accounting standards

IFRS ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLICABLE SINCE JANUARY 1, 2024

The following IFRS accounting standards, amendments and interpretations were first adopted by the Group starting January 1, 2024:

  • On January 23, 2020, the IASB published an amendment called "Amendments to IAS 1 Presentation of Financial statements: Classification of liabilities as current or non-current" and on 31 October 2022 published an amendment called "Amendments to IAS 1 Presentation of Financial Statements: Non-Current Liabilities with Covenants". These changes aim to clarify how to classify short- or long-term debts and other liabilities. Furthermore, the amendments also enhance the information that an entity must provide when its right to defer the settlement of a liability for at least twelve months is subject to compliance with certain parameters (i.e., covenants). The adoption of this amendment has not had any effects on the Group's consolidated financial statements.
  • On September 2022 the IASB published an amendment called "Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback". The document requires the seller-lessee to value the lease liability arising from a sale & leaseback transaction so as not to recognize an income or loss that refers to the retained right of use. The adoption of this amendment has not had any effects on the Group's consolidated financial statements.
  • On May 25, 2023, the IASB published an amendment entitled 'Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements'. The document requires an entity to provide additional disclosures about reverse factoring arrangements that enable users of financial statements to evaluate how supplier finance arrangements may affect the entity's liabilities and cash flows and to understand the effect of those arrangements on the entity's exposure to liquidity risk. The adoption of this amendment has not had any effects on the Group's consolidated financial statements.

ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS INTERNATIONAL FINANCIAL REPORTING STANDARDS NOT YET APPROVED BY THE EUROPEAN UNION

At the reference date of this document, the competent bodies of the European Union have not yet completed the approval process necessary for the adoption of the amendments and principles described below.

  • On May 30, 2024, the IASB published the document "Amendments to the Classification and Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7". The document clarifies certain problematic aspects that emerged from the post-implementation review of IFRS 9, including the accounting treatment of financial assets whose returns vary upon the achievement of ESG objectives (i.e., green bonds). Specifically, the amendments aim to:
    • o clarify the classification of financial assets with variable returns linked to environmental, social, and corporate governance (ESG) objectives and the criteria to be used for the SPPI test assessment;
    • o determine that the settlement date for liabilities settled through electronic payment systems is the date on which the liability is extinguished. However, an entity is permitted to adopt an accounting policy to derecognize a financial liability before delivering cash on the settlement date under certain specific conditions.

With these amendments, the IASB has also introduced additional disclosure requirements, particularly concerning investments in equity instruments designated at FVOCI.

The amendments will apply to financial statements for periods beginning starting from January 1, 2026. The Directors are currently assessing the potential impacts of introducing this new standard on the Group's consolidated financial statements.

  • On May 9, 2024, the IASB published a new standard, IFRS 19 Subsidiaries without Public Accountability: Disclosures. The new standard introduces certain simplifications regarding the disclosures required by other IAS-IFRS standards. This standard can be applied by an entity that meets the following main criteria:
    • o it is a subsidiary;
    • o it has not issued, and is not in the process of issuing, equity or debt instruments in a public market;

o it has a parent company that prepares consolidated financial statements in accordance with IFRS. The new standard will come into effect on January 1, 2027, but earlier application is permitted. The Directors do not expect a significant effect on the Group's consolidated financial statements from the adoption of this amendment.

  • On April 9, 2024, the IASB published a new standard, IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1 Presentation of Financial Statements. The new standard aims to improve the presentation of the primary financial statements and introduces significant changes to the income statement format. Specifically, the new standard requires:
    • o classifying revenues and expenses into three new categories (operating section, investing section, and financing section), in addition to the existing categories of taxes and discontinued operations in the income statement;;
    • o presenting two new subtotals, operating profit and earnings before interest and taxes (EBIT).

The new standard also:

  • o requires more information on performance indicators defined by management;
  • o introduces new criteria for the aggregation and disaggregation of information; and,
  • o introduces some changes to the cash flow statement format, including the requirement to use operating profit as the starting point for presenting the cash flow statement prepared using the indirect method, and the elimination of certain existing classification options (such as interest paid, interest received, dividends paid, and dividends received).

The new standard will come into effect on January 1, 2027, but earlier application is permitted. The Directors are currently assessing the potential impacts of introducing this new standard on the Group's consolidated financial statements.

  • On August 15, 2023 the IASB published an amendment entitled "Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability". The document requires an entity to apply a consistent methodology to determine whether one currency can be converted into another and, when this is not possible, how to determine the exchange rate to use and the disclosure to provide in the notes to the financial statements. The amendments will apply from 1 January 2025, but earlier application is permitted. The Directors do not expect a significant effect on the Group's consolidated financial statements from the adoption of this amendment.
  • On January 30, 2014, IASB published IFRS 14 – Regulatory Defense Accounts, which allows only those who adopt IFRS for the first time to continue to record the amounts relating to activities subject to regulated tariffs ("Rate Regulation Activities") according to the previous accounting principles adopted. Since the Group is not a first-time adopter, this principle is not applicable.

3. Capital and financial risk management

The Group's objectives for managing capital are:

  • a) to safeguard the ability to continue operating as a going concern;
  • b) to provide an adequate return for shareholders.

Details can be found in the explanatory notes to the consolidated financial statements at 31 December 2023.

The Group is exposed to a variety of financial risks associated with its business activities:

  • market risks, with particular reference to exchange and interest rates and market price, since the Group operates at an international level in different currencies and uses financial instruments that generate interest;
  • credit risk, regarding both normal commercial relations and to financing activities;
  • liquidity risk, with particular reference to the availability of financial resources and to access to the credit market.

The Group constantly monitors the financial risks to which it is exposed, so as to minimize the potential negative effects on financial results.

The Group's exposure to financial risks has not undergone significant changes compared to 31 December 2023.

4. Key accounting estimates and assumptions and disclosure of contingent assets and liabilities

The preparation of the financial statements and the related notes under IFRS has required management to make estimates and assumptions affecting the value of reported assets and liabilities and the disclosures relating to potential assets and liabilities at the balance sheet date. Actual results could differ from these estimates. Estimates are used for recording provisions for doubtful accounts and inventory obsolescence, amortization and depreciation, write-downs to assets, employee benefits, taxes, other provisions, liabilities for the purchase of the minority shareholding, liabilities for leasing and rights of use. Estimates and assumptions are reviewed periodically and the effects of any change are immediately reflected in the income statement.

5. Significant non-recurring events and transactions

Acquisition of PNR Group

On 15 January 2024 the subsidiary Tecomec S.r.l. concluded the acquisition of the PNR group, headquartered in Voghera (Italy), made up of 5 target companies (4 in Europe and 1 in the USA) and a total of 120 employees. The target companies are active in the design, production and marketing of components for industrial cleaning with applications in related sectors such as high-pressure washing and agriculture and in diversified sectors, such as metal, paper, chemical, pharmaceutical and food.

The pro forma results of the acquired Group for 2023 show a consolidated turnover of over 15 million euros, a normalized EBITDA margin estimated in the order of 22%.

The deal has guaranteed the 79.995% of the shares from the majority shareholder for a price equal to 11.9 million euros and a call option lasting in 12 months in favour of Tecomec S.r.l. for the remaining shares owned by the minority shareholder.

Simultaneously with the signing of the purchase contract, the parent company Pnr Italia S.r.l. paid 1.6 million euros as consideration for the acquisition of the shares of the other 4 target companies involved in the deal, pursuant to the overall agreements signed.

The fair value of the assets and liabilities of the pro forma PNR subgroup subject to acquisition of the controlling interest determined on the basis of the financial statements of December 31, 2023 and the price paid are detailed below:

€/000 Book values Fair Value
adjustments
Fair value of
acquired assets
and liabilities
Non-current assets
Property, plant and equipment 4,033 - 4,033
Intangible fixed assets 141 5,313 5,454
Rights of use 2,122 - 2,122
Goodwill 0 - 0
Deferred tax assets 424 - 424
Other non current financial assets 39 - 39
Current assets
Inventories 4,626 - 4,626
Trade and other receivables 3,803 - 3,803
Current tax receivables 243 - 243
Cash and cash equivalents 1,511 - 1,511
Non-current liabilities
Loans and borrowings due to banks and other lenders (506) - (506)
Liabilities for leasing (1,822) (1,822)
Employee benefits (507) - (507)
Provisions for risks and charges (81) - (81)
Deferred tax liabilities (1,482) (1,482)
Current liabilities
Trade and other payables (2,272) - (2,272)
Current tax liabilities (478) - (478)
Loans and borrowings due to banks and other lenders (1,133) - (1,133)
Liabilities for leasing (300) - (300)
Total net assets 9,843 3,831 13,674
% interest held 79.995%
Equity of the Group acquired 10,938
Goodwill 962
Value of the share acquired 11,900
Purchase price paid 11,900
Cash and cash equivalents 1,511
Net cash outflow 10,389

The difference between the acquisition price paid and the fair value of the assets, liabilities and contingent liabilities at the acquisition date was recognized as goodwill.

The fair value adjustments refer to the valuation of the customer list of the acquired entities carried out during the Purchase Price Allocation as required by IFRS 3, amounting to € 5,313 thousand, and the related tax effects. The process of determining the fair value of the acquired assets and liabilities did not lead to the identification of further adjustments to be made to the respective book values, furthermore, the evaluation did not reveal any unreflected contingent liabilities.

The determination of the fair value of the acquired assets and liabilities has been performed under valuation methodologies recognized as best practice; in particular, the Multiperiod Excess Earnings Method has been considered for the customer list. The useful life of the acquired customer list has been estimated based on their turnover rate at 11 years.

The fair values of the assets, liabilities and contingent liabilities acquired were determined, in compliance with the provisions of IFRS 3 "Business Combinations", on a provisional basis, as the related valuation processes are still in progress.

On June 10, 2024, Tecomec S.r.l. exercised the call option to purchase the remaining 20.005% for a consideration of 1.5 million Euros, simultaneously paying 0.3 million Euros. The payment of the balance, amounting to 1.2 million Euros, is expected by October 31, 2024.

The effects of the acquisition of the remaining 20% of the PNR Group, being subsequent to the transfer of control of the same, have been directly recognized in equity, as a transaction between shareholders.

6. Segment information

IFRS 8 provides for information to be given for certain items in the financial statements on the basis of the operational segments of the company.

An operating segment is a component of a company:

  • a) that carries on business activities generating costs and revenues;
  • b) whose operating results are reviewed on a periodic basis at the highest executive levels for the purpose of taking decisions about resources to be allocated to the segment and for the evaluation of results;
  • c) for which separate reporting information is available.

IFRS 8 is based on the so-called "Management approach", which defines sectors exclusively on the basis of the internal organizational and reporting structure used to assess performance and allocate resources.

According to these definitions, the operating segments of Emak Group are represented by three Divisions/ Business Units with which develops, manufactures and distributes its range of products:

  • Outdoor Power Equipment (products for gardening, forestry and small agricultural equipment, such as brushcutters, lawnmowers, garden tractors, chainsaws, tillers and walking tractors);
  • Pumps and Water Jetting (membrane pumps for the agricultural sector spraying and weeding piston pumps for the industrial sector, professional and semi-professional high-pressure washers, hydrodynamic units and urban cleaning machines);
  • Components and Accessories (line and heads for brushcutters, cables for agricultural applications, chainsaw accessories, guns, nozzles and valves for high pressure washers and agricultural applications, precision farming such as sensors and computers, technical seats and spare parts for tractors).

The Directors separately observe the results by business segment in order to make decisions about resource allocation and performance verification.

The performance of the segment is evaluated on the basis of the measured result that is consistent with the result of the consolidated financial statements.

Below are the main economic and financial data broken down by operating segment:

OUTDOOR POWER
EQUIPMENT
PUMPS AND WATER
JETTING
COMPONENTS AND
ACCESSORIES
Other not allocated /
Netting
Consolidated
€/000 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023
Sales to third parties 110,465 106,638 140,354 139,846 94,620 84,672 345,439 331,156
Intersegment sales 233 227 1,198 1,921 5,602 4,431 (7,033) (6,579)
Revenues from sales 110,698 106,865 141,552 141,767 100,222 89,103 (7,033) (6,579) 345,439 331,156
Ebitda (*) 9,654 12,476 17,214 21,857 18,207 15,698 (1,358) (1,189) 43,717 48,842
Ebitda/Total Revenues % 8.7% 11.7% 12.2% 15.4% 18.2% 17.6% 12.7% 14.7%
Ebitda before non ordinary expenses (*) 10,508 12,476 17,269 22,315 18,517 15,807 (1,358) (1,189) 44,936 49,409
Ebitda before non ordinary expenses/Total Revenues % 9.5% 11.7% 12.2% 15.7% 18.5% 17.7% 13.0% 14.9%
Operating result 5,698 8,649 11,300 16,582 12,214 10,784 (1,358) (1,189) 27,854 34,826
Operating result/Total Revenues % 5.1% 8.1% 8.0% 11.7% 12.2% 12.1% 8.1% 10.5%
Net financial expenses (1) (7,466) (5,129)
Profit befor taxes 20,388 29,697
Income taxes (6,079) (7,639)
Net profit 14,309 22,058
Net profit/Total Revenues% 4.1% 6.7%
(1) Net financial expenses includes the amount of Financial income and expenses, Exchange gains and losses and the amount of the Income from equity investment
STATEMENT OF FINANCIAL POSITION 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023
Net debt (*) 8,224 11,174 142,016 134,618 62,644 45,703 0 0 212,884 191,495
Shareholders' Equity 188,848 185,337 98,295 99,670 80,826 76,978 (78,507) (78,318) 289,462 283,667
Total Shareholders' Equity and Net debt 197,072 196,511 240,311 234,288 143,470 122,681 (78,507) (78,318) 502,346 475,162
Net non-current assets (2) (*) 122,326 122,370 114,238 116,156 71,391 60,261 (75,165) (75,212) 232,790 223,575
Net working capital (*) 74,746 74,141 126,073 118,132 72,079 62,420 (3,342) (3,106) 269,556 251,587
Total net capital employed (*) 197,072 196,511 240,311 234,288 143,470 122,681 (78,507) (78,318) 502,346 475,162
(2) The net non-current assets of the Outdoor Power Equipment area includes the amount of Equity investments for 76,074 thousand Euro
OTHER STATISTICS 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023 30.06.2024 31.12.2023
Number of employees at period end 720 725 987 959 800 669 9 9 2,516 2,362
OTHER INFORMATIONS 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023 30.06.2024 30.06.2023
Amortization, depreciation and impairment losses 3,956 3,827 5,914 5,275 5,993 4,914 15,863 14,016
Investment in property, plant and equipment and in
intangible assets
3,176 2,714 3,916 4,181 4,047 3,891 11,139 10,786

(*) See section "Definitions of alternative performance indicators"

For the comments of the economic and financial data, reference should be made to chapter 4 of the Directors' Report.

7. Balances or transactions arising from atypical and unusual operations

No events/operations as per Consob Communication DEM/6064293 of 28 July 2006 have been recorded during the first half of 2024. As indicated in this Communication "atypical and/or unusual operations are considered as operations that, due to their significance/materiality, the nature of the counterparties, the object of the transaction, the means for determining the transfer price and the time of the event (near the close of the period), may give rise to doubts with regards to: the correctness/completeness of the information in the financial statements, conflicts of interest, the protection of company assets, the safeguarding of minority interests.

8. Net financial positions

The table below shows the details of net financial position, which includes the net financial debt determined according to ESMA criteria (based on the format required by Consob communication no. 5/21 of 29 April 2021):

(€/000) 30.06.2024 31.12.2023 30.06.2023
A . Cash 83,675 75,661 47,947
B . Cash equivalents - - -
C. Other current financial assets 909 1,087 2,147
D. Liquidity funds (A+B+C) 84,584 76,748 50,094
E . Current financial debt (24,274) (24,304) (17,116)
F. Current portion of non-current financial debt (66,949) (70,226) (60,209)
G. Current financial indebtedness (E + F) (91,223) (94,530) (77,325)
H. Net current financial indebtedness (G - D) (6,639) (17,782) (27,231)
I. Non-current financial debt (207,390) (174,980) (187,053)
J. Debt instruments - - -
K . Non-current trade and other payables - - -
L. Non-current financial indebtedness (I + J + K) (207,390) (174,980) (187,053)
M. Total financial indebtedness (H + L) (ESMA) (214,029) (192,762) (214,284)
N. Non current financial receivables 1,145 1,267 1,235
O. Net financial position (M-N) (212,884) (191,495) (213,049)
Effect IFRS 16 45,216 43,936 43,593
Net financial position without effect IFRS 16 (167,668) (147,559) (169,456)

Net financial position at June 30, 2024, includes € 5,858 thousand (€ 6,034 thousand at December 31, 2023), referring to payables for the purchase of the remaining minority shareholding subject to Put & Call Options. These debts refer to the purchase of investments in the following companies:

  • Markusson for an amount of € 2,116 thousand;
  • Agres for an amount of € 1,060 thousand;
  • Valley LLP for an amount of € 1,074 thousand;
  • Poli S.r.l. for an amount of € 1,608 thousand;

Net financial position also include the debt related to the deferred payment of the minority share already acquired in June 2024 of PNR S.r.l., for an amount of € 1,200 thousand.

Non-current portion of the payables for the purchase of equity investments, recorded in the item "Non current financial debt", above is equal to € 3,000 thousand while the current portion of payables for the purchase of equity investments, recorded in the item "Current financial debt", is equal to € 4,058 thousand.

Net financial position at June 30, 2024, includes, in the items referring to "Financial debts", financial liabilities for € 45,216 thousand (€ 43,936 thousand at December 31, 2023), of which € 8,187 thousand as a current portion (€ 7,503 thousand at December 31, 2023), deriving from the application of IFRS 16- Leases.

Net financial also includes liabilities for leasing to related parties for an amount of € 12,831 thousand, of which € 1,849 thousand as a short term attributable to the application of the IFRS 16 to the rental contracts that some Group companies enter into with the associated company Yama immobiliare S.r.l.

Financial receivables mainly include deposits to guarantee potential liabilities. Other current financial assets mainly relate to the fair value of derivative financial instruments.

For the purposes of the debt declaration pursuant to Consob Communication no. 5/21 of April 29, 2021, there is no indirect debt or debt subject to conditions that has not been directly recognized in the consolidated financial statements, nor are there any significant differences with reference to the obligations arising and registered but whose final amount is not still been determined with certainty.

9. Revenues from sales and other operating income

Details of revenues from sales are as follows:

€/000 1 H 2024 1 H 2023
Net sales revenues (net of discounts and rebates) 343,282 329,084
Revenues from recharged transport costs 3,154 2,824
Returns (997) (752)
Total 345,439 331,156

The increase in "Revenues" compared to the corresponding period of the previous year is mainly due to the expansion of the consolidation area.

The effect on revenues for the half year of the inclusion of the "Bestway AG" business in the scope of consolidation was approximately € 3.5 million, while the effect of the inclusion of PNR Group was about € 7.7 million.

Other operating income is analyzed as follows:

€/000 1 H 2024 1 H 2023
Grants related to income and assets 473 963
Revenues for rents 306 318
Recovery of other costs 251 388
Advertising reimbursement 116 70
Capital gains on property, plant and equipment 145 126
Insurance refunds 10 36
Other operating income 617 574
Total 1,918 2,475

The item "Grants related to income and assets" mainly includes tax credits and other accruals for nonrepayable grant, which have decreased compared to the same period due to the expiration of certain previously provided incentives.

10.Cost of raw materials, consumable and goods

The cost of raw materials, semi-finished products and goods is analyzed as follows:

€/000 1 H 2024 1 H 2023
Raw materials, semi-finished products and goods 172,442 167,330
Other purchases 2,323 2,292
Development costs capitalized (122) (68)
Total 174,643 169,554

The increase in "Cost of raw materials, consumable and goods" is mainly due to the change in the scope of consolidation.

11.Personnel expenses

Details of these costs are as follows:

€/000 1 H 2024 1 H 2023
Wage and salaries 43,310 37,874
Social security charges 12,126 10,458
Employee termination indemnities 1,607 1,509
Other costs 1,674 1,454
Directors' emoluments 573 536
Temporary staff 3,543 2,016
Development costs capitalized (578) (253)
Total 62,255 53,594

Personnel expenses increased compared to the same period of the previous year due to the change in the scope of consolidation, the greater use of temporary workers and the dynamics of labor costs also affected by contractual increases.

During the first half of 2024, personnel costs for € 578 thousand were capitalized under intangible fixed assets (€ 253 thousand at 30 June 2023), referring to the costs for the development of new products.

12. Other operating costs and provisions

Details of these costs are as follows:

€/000 1 H 2024 1 H 2023
Subcontract work 6,782 7,299
Maintenance 4,412 4,060
Trasportation and duties 15,802 12,787
Advertising and promotion 3,399 3,026
Commissions 5,938 5,345
Travel 2,371 2,083
Consulting fees 3,579 3,292
Other services 11,920 11,524
Development costs capitalized (5) (107)
Services 54,198 49,309
Rents, rentals and the enjoyment of third party assets 2,382 2,254
Increases in provisions 773 398
Other operating costs 2,787 2,261
Total 60,140 54,222

The increase in transportation costs is mainly attributable to the geopolitical tensions in the Red Sea which have led to the redefinition of commercial routes, resulting in higher costs and longer delivery times.

13.Amortization, depreciation and impairment losses

Details of these amounts are as follows:

€/000 1 H 2024 1 H 2023
Amortization of intangible assets (note 18) 3,804 3,153
Depreciaton of property, plant and equipment (note 17) 7,517 7,030
Amortization of rights of use (note 19) 4,542 3,833
Total 15,863 14,016

The amortization and depreciation at June 30, 2024 amounted to € 15,863 thousand.

The increase in amortization is due to the change in the scope of consolidation for approximately € 950 thousand.

The item Amortization of rights of use includes the amortization of rights of use recognized among non-current assets in application of IFRS 16 - Leases.

Amortization is calculated based on the duration of the contracts, taking into account the reasonableness of the probable renewals where they are contractually provided for.

14. Financial income and expenses, exchange gains and losses and Income from/(expenses on) equity investment

"Financial income" is analyzed as follows:

€/000 1 H 2024 1 H 2023
Cash management interest 832 361
Income from adjustment to fair value and fixing of derived instruments for
hedging interest rate risk
885 1,364
Financial income of debt adjustment estimate for purchase commitment of
remaining shares of subsidiaries
21 -
Other financial income 246 194
Financial income 1,984 1,919

The "Financial income of debt adjustment estimate for purchase commitment of remaining shares of subsidiaries", equal to € 21 thousand at 30 June 2024, referred to the adjustment estimate of the debt for the purchase of the remaining shares of Valley Industries LLP subject to Put & Call option for the purchase of the remaining 6% of the company. At June 30,2023 a negative adjustment of € 526 thousand had been recorded.

The item "Cash management interest" mainly refers to interest accrued on cash investment operations.

With reference to the income from fair value adjustments and fixing of derivative instruments, please refer to paragraph 23 of these Explanatory Notes.

"Financial expenses" are analyzed as follows:

€/000 1 H 2024 1 H 2023
Interest on medium long-term bank loans and borrowings 6,447 4,957
Financial charges from leases 924 661
Interest on short-term bank loans and borrowings 742
642
Costs from adjustment to fair value and fixing of derived instruments for
hedging interest rate risk
229 1,232
Financial charges of debt adjustment estimate for purchase commitment of
remaining shares of subsidiaries
- 526
Financial expenses from discounting debts 25 30
Financial charges from valuing employee terminations indemnities 67 15
Other financial costs 369 202
Financial expenses 8,803 8,265

The increase in the "interest on medium long-term bank loan and borrowings" is related to the increase in interest rates and to the bank indebtedness.

The "Financial expenses from discounting debts" refer to the implicit interest deriving from the discounting of debts.

The item "Financial charges from leases" refers to interest on financial liabilities recorded in accordance with accounting standard IFRS 16 – Leases.

Reference should be made to Note 23 for more details on interest rate hedging derivatives risk.

Details of "exchange gains and losses" are as follows:

€/000 1 H 2024 1 H 2023
Profit / (Loss) on exchange differences on trade transactions (59) 10
Profit / (Loss) on exchange differences on trade transactions adjustments (491) 2,029
Profit / (Loss) on exchange differences on financial transactions (258) 211
Profit / (Loss) on exchange differences on valuation of hedging derivatives 168 (1,019)
Exchange gains and losses (640) 1,231

The exchange rate management 2024 is negative for € 640 thousand (compared to a positive value of € 1,231 thousand for the same period of last year).

Foreign exchange management was negatively affected by the devaluation of the Brazilian real against euro and the US dollar.

The item "Income from/(expenses on) equity investment", equal to a negative value of € 7 thousand (compared to a negative value of € 14 thousand for the same period last year), relates to the valuation according to the equity method of the investment in the associated company Raw Power S.r.l.

15. Income taxes

The estimated tax burden for the first half of 2024 of current, deferred tax assets and liabilities amounted to € 6,079 thousand (€ 7,639 thousand in the corresponding period of the previous year) equal to an effective tax rate of 29.8%, an increase compared to tax rate of 25.7% for the same period of the previous year, mainly due to a different distribution of incomes within the Group deferred tax assets on tax losses not recognized by some subsidiaries not adequately supported by a multi-year tax plan.

16. Earnings per share

"Basic" earnings per share are calculated by dividing the net profit for the period attributable to the Parent company's shareholders by the weighted average number of ordinary shares outstanding during the period, excluding the average number of ordinary shares purchased or held by the Parent company as treasury shares. The Parent company has only ordinary shares outstanding.

1H 2024 1H 2023
Net profit attributable to ordinary shareholders in the parent company (€/000) 13,960 21,525
Weighted average number of ordinary shares outstanding 162,837,602 162,837,602
Basic earnings per share (€) 0.086 0.132

Diluted earnings per share are the same as basic earnings per share.

17.Property, plant and equipment

Changes in property, plant and equipment are shown below:

€/000 31.12.2023 Change in scope
of consolidation
Increase
Increase/
(Amortizations)
Decrease Reclassification Exchange
difference
30.06.2024
Land and buildings 59,446 2,690 111 178 62,425
Accumulated depreciation (26,442) (1,483) (785) (62) (28,772)
Land and buildings 33,004 1,207 (674) - - 116 33,653
Plant and machinery 137,339 5,850 3,553 (1,032) 1,191 269 147,170
Accumulated depreciation (104,451) (3,564) (3,965) 616 16 (239) (111,587)
Plant and machinery 32,888 2,286 (412) (416) 1,207 30 35,583
Other assets 144,030 2,808 2,254 (1,290) 1,083 (179) 148,706
Accumulated depreciation (128,821) (2,287) (2,766) 1,274 (13) 18 (132,595)
Other assets 15,209 521 (512) (16) 1,070 (161) 16,111
Advances and fixed assets in
progress
4,920 19 2,333 (35) (2,257) 12 4,992
Cost 345,735 11,367 8,251 (2,357) 17 280 363,293
Accumulated depreciation
(note 13)
(259,714) (7,334) (7,517) 1,890 3 (283) (272,955)
Net book value 86,021 4,033 734 (467) 20 (3) 90,338

Tangible fixed assets of PNR Group at the date of entry into the consolidation area, they amounted to € 4,033 thousand.

Increases refer mainly to investments:

    1. in equipment for the development of new products and new technologies;
    1. in renewal projects of the IT system;
    1. in the upgrading and modernization of production lines;
    1. in the upgrading of production systems and infrastructures;
    1. in the cyclical renewal of production and industrial equipment.

18. Intangible assets

Intangible assets report the following changes:

€/000 31.12.2023 Change in scope
of consolidation
Increase
Increases Amortizations Exchange
difference
Reclassification 30.06.2024
Development costs 4,008 - 694 (845) (132) - 3,725
Patents and software 3,697 66 1,033 (1,055) (12) 201 3,930
Concessions, licences and
trademarks
8,182 - 130 (518) 118 - 7,912
Other intangible assets 10,503 5,388 795 (1,386) (139) 2,148 17,309
Advances and fixed assets in
progress
2,838 - 236 - (1) (2,369) 704
Net book value (note 13) 29,228 5,454 2,888 (3,804) (166) (20) 33,580

Intangible fixed assets of PNR Group at the date of entry into the consolidation area, they amounted to € 5,454 thousand and mainly relate to the value attributed to the customer list at the acquisition date, whose useful life has been estimated by the Administrators to be 11 years.

The increase in the semester mainly refers to the investments for the development of new products and for the adoption of software related to greater efficiency and safety of processes.

19.Rights of use

The movement of the item "Rights of use" is set out below:

€/000 31.12.2023 Change in scope
of consolidation
Increases Amortizations Decreases Exchange
difference
30.06.2024
Rights of use buildings 39,931 1,823 1,832 (3,777) (10) 76 39,875
Rights of use other assets 1,976 299 1,458 (765) (4) (17) 2,947
Net book value (note 13) 41,907 2,122 3,290 (4,542) (14) 59 42,822

The increases for the year are mainly related to the signing of new lease contracts for buildings owned by third parties, which expired during the year, for identical underlying assets, while the rights of use of PNR Group amounted to € 2,122 thousand.

20.Goodwill

The goodwill of € 72,422 thousand reported at June 30, 2024 is detailed below:

Cash Generating
Unit (CGU)
Country Description 31.12.2023 Change in scope
of consolidation
Exchange
differences
30.06.2024
Victus Poland Goodwill recorded in Victus IT 5,608 - 40 5,648
Tecomec Italy Goodwill recorded in Tecomec Group 2,807 - - 2,807
Speed France France Goodwill recorded in Speed France 2,854 - - 2,854
Comet Italy Goodwill recorded in Comet Group 4,253 - - 4,253
PTC Italy Goodwill recorded in PTC 1,236 - - 1,236
Valley USA Goodwill recorded in Valley LLP, A1 and Bestway 13,746 - 443 14,189
Tecomec Italy Goodwill Geoline Electronic S.r.l. recorded in Tecomec S.r.l. 901 - - 901
S.I.Agro Mexico Mexico Goodwill recorded in S.I.Agro Mexico 634 - - 634
Comet do Brasil Brazil Goodwill Lemasa LTDA recorded in Comet do Brasil 10,367 - (833) 9,534
Lavorwash Italy Goodwill recorded in Lavorwash Group 17,490 - - 17,490
Spraycom Brazil Goodwill recorded in Spraycom 200 - - 200
Markusson Sweden Goodwill recorded in Markusson 1,589 - (37) 1,552
Agres Brazil Goodwill recorded in Agres 7,863 - (707) 7,156
Poli Italy Goodwill recorded in Poli 1,815 - - 1,815
Trebol Spain Goodwill recorded in Trebol 1,191 - - 1,191
PNR Italy Goodwill recorded in PNR Group - 962 - 962
Total 72,554 962 (1,094) 72,422

The difference compared to December 31, 2023, is due to the change in consolidation exchange rates, for € 1,094 thousand, and to the acquisitions of the PNR Group for € 962 thousand which emerges from the difference between the 80% acquisition price and the fair value of the net assets of the Group following the acquisition carried out in January 2024. The acquisition of the 20% remaining share made in June 2024 did not result in the recognition of additional goodwill having been concluded after the acquisition of control.

For the purposes of preparing the Half-Year Financial Report, Management verified the presence of any indicators that could lead to the presumption of an impairment in the value of the registered goodwill. The analysis took into consideration external and internal factors and in particular evaluated the deviations of the actual data at June 2024 compared to the budget data and the level of headroom of the impairment tests carried out at 31 December 2023.

As a result of the analyses carried out and in particular taking into account: i) the analyses conducted on the actual results as of June 30, 2024 of the Group's companies, which did not indicate the need to revise the related multi-year business plans, ii) the trend of market rates, decreased compared to December 31, 2023, and iii) the levels of headroom of the impairments carried out as of December 31, 2023, the Directors did not identify any indicators requiring the need to activate impairment test procedures to assess the recoverability of individual goodwill as of June 30, 2024.

It is also reported that the persistence of uncertainty on the financial markets has confirmed the performance of the Emak share with a market capitalization level lower than the Group's equity as at 30 June 2024. The Directors, taking into account the size of the headroom of the so-called impairment test of "second level" carried out in preparing the financial statements as at 31 December 2023, and the expected trends did not identify the presence of indicators such as to activate the impairment test procedures for the purpose of assessing the recoverability of the value of the consolidated net invested capital as at 30 June 2024.

21.Equity investments in other companies and Investments in associates

The item "Equity investments in other companies" amounts to € 8 thousand and the same are not subject to impairment losses, risks and benefits associated with the possession of the investment are negligible.

The item " Income from/(expenses on) equity investment", amounting to € 795 thousand, refers to the value of the share pertaining to the Group in associates obtained with the application of the equity method. In particular, the item refers to the company Raw Power S.r.l., which entered the scope of consolidation starting from 22 February 2023.

The value of the equity investments in associated companies was adjusted as at 30 June 2024 for a negative value of € 7 thousand, recorded under the Income Statement item " Income from/(expenses on) equity investment ".

22. Other financial assets

Other financial assets amount to € 1,145 thousand, which is non-current portion, and € 74 thousand as current portion and refer mainly to:

  • an amount of € 448 thousand relating to guarantee deposits, entered under the non-current assets;
  • an amount of € 584 thousand relating to sureties, recorded under non-current assets;
  • an overall amount of € 111 thousand, of which € 37 thousand as a non-current portion and € 74 thousand as a current portion, corresponding to the receivable due from the parent company, Yama S.p.A. by way of a capital replenishment made to the Group for expenses incurred by a number of companies and relating to the period on which Yama S.p.A. exercised control over them.

23.Derivative financial instruments

The financial statements values relate to changes in the fair value of financial instruments for:

  • hedging purchases and sales in foreign currency;
  • hedging the risk of changes in interest rates.

All derivative financial instruments are valued at fair value at the second hierarchical level: the estimate of their fair value has been carried out using variables other than prices quoted in active markets and which are observable (on the market) either directly (prices) or indirectly (derived from prices).

In the case in point, the fair value recorded is equal to the "market to market" estimation provided by the reference banks, which represents the current market value of each contract calculated at the closing date of the Financial Statements.

Accounting for the underexposed instruments is at fair value. According to the IFRS principles these effects were accounted in the income statement of the current year.

The current value of these contracts at June 30, 2024 is shown as follows:

Positive fair value assessment exchange rate hedge and options 58 13
Positive fair value assessment IRS and interest rate options 777 1,015
Total derivative financial instrument assets 835 1,028
Negative fair value assessment exchange rate hedge and options 20 220
Negative fair value assessment IRS and interest rate options 102 383
Total derivative financial instrument liabilities 122 603

24. Trade and other receivables

€/000 30.06.2024 31.12.2023
Positive fair value assessment exchange rate hedge and options 58 13
Positive fair value assessment IRS and interest rate options 777 1,015
Total derivative financial instrument assets 835 1,028
Negative fair value assessment exchange rate hedge and options 20 220
Negative fair value assessment IRS and interest rate options 102 383
Total derivative financial instrument liabilities 122 603
24. Trade and other receivables
Details of these amounts are as follows:
€/000 30.06.2024 31.12.2023
Trade receivables 163,831 118,247
Provision for doubtful accounts (5,746) (4,695)
Net trade receivables 158,085 113,552
Trade receivables from related parties (note 35) 584 332
Prepaid expenses and accrued income 4,759 3,157
Other receivables 5,783 4,895
169,211 121,936
Total current portion
Other non current receivables
97 96
Total non current portion
The change in trade receivables is attributable to the well-known seasonal effects as well as the change in the
97 96
scope of consolidation, the impact of which amounts to approximately € 3,500 thousand.
The creditworthiness of customers is confirmed at good levels of reliability.
The item "Other receivables", for the current portion, includes:
an amount of € 2,767 thousand as advances to suppliers for the supply of goods (€ 1,964 thousand at 31
December 2023);
an amount of € 1,608 thousand (€ 1,800 thousand at 31 December 2023), for receivables of Emak S.p.A.
and certain Group companies towards the controlling company Yama S.p.A., emerging from the
relationships that govern the tax consolidation in which they participate.
All non-current receivables mature within five years. There are no trade receivables maturing beyond one year.
25. Inventories
Inventories are detailed as follows:
€/000 30.06.2024 31.12.2023
-
-
Raw, ancillary and consumable materials 77,879 64,319
Work in progress and semi-finished products 29,054 36,692
Finished products and goods
Total
124,529
231,462
133,645
234,656
  • an amount of € 2,767 thousand as advances to suppliers for the supply of goods (€ 1,964 thousand at 31 December 2023);
  • an amount of € 1,608 thousand (€ 1,800 thousand at 31 December 2023), for receivables of Emak S.p.A. and certain Group companies towards the controlling company Yama S.p.A., emerging from the relationships that govern the tax consolidation in which they participate.

25. Inventories

€/000 30.06.2024 31.12.2023
Raw, ancillary and consumable materials 77,879 64,319
Work in progress and semi-finished products 29,054 36,692
Finished products and goods 124,529 133,645
Total 231,462 234,656

Inventories at June 30, 2024 are stated net of provisions amounting to € 14,908 thousand (€ 13,632 thousand at December 31 2023) intended to align the obsolete and slow moving items to their estimated realizable value.

The inventories provision is an estimate of the loss in value expected by the Group, calculated on the basis of past experience, historic trends and market expectations.

26. Equity

Share capital

Share capital is fully paid up at 30 June 2024 and amounts to € 42,623 thousand, remaining unchanged during the year under examination, and it is represented by 163,934,835 ordinary shares of par value € 0.26 each.

All shares have been fully paid.

Treasury shares

Total value of treasury shares held at 30 June 2024 amounts to € 2,835 and has not undergone any changes compared to the previous year.

Dividends

On 29 April 2024 the Shareholders' Meeting of Emak S.p.A. resolved to allocate the profit for the year 2023 for € 522 thousand to the legal reserve, for a total of € 7,328 thousand as a dividend to shareholders and for the remainder to a extraordinary reserve.

Share premium reserve

At 30 June 2024, the share premium reserve amounts to € 41,513 thousand, and consists of premiums on subsequently issued shares.

The reserve is shown net of progress charges related to the capital increase amounted to € 1,598 thousand and adjusted for the related tax effect of € 501 thousand.

Legal reserve

The legal reserve at June 30, 2024 of € 5,491 thousand (€ 4,969 thousand at December 31, 2023).

Revaluation reserve

At 30 June 2024 the revaluation reserve includes the reserves deriving from the revaluation as per Law 72/83 for € 371 thousand, as per Law 413/91 for € 767 thousand and as per Law 104/2020 for € 3,215 thousand.

Reserve for translation differences

At 30 June 2024 the reserve for translation differences for a negative amount of € 2,106 thousand is entirely attributable to the differences generated from the translation of balances into the Group's reporting currency. The reserve recorded a negative adjustment of € 2,181 thousand mainly due to the effect of the Brazilian currency.

Reserve IAS 19

At 30 June 2024 the IAS 19 reserve is equal a negative amount of € 984 thousand, for the actuarial valuation differences of post-employment benefits to employees.

Other reserves

At 30 June 2024 the Other reserves include:

  • the extraordinary reserve, amounts to € 34,269 thousand, inclusive of all allocations of earnings in prior years;
  • the reserves qualifying for tax relief refer to tax provisions for grants and donations for € 129 thousand;
  • the reserves for merger surpluses for € 3,561 thousand;
  • the reserves from capital grants deriving from the merger of Bertolini S.p.A. for € 122 thousand.

27. Trade and other payables

Details of trade and other payables are set out below:

€/000 30.06.2024 31.12.2023
Trade payables 103,796 86,254
Payables due to related parties (note 35) 754 551
Payables due to staff and social security institutions 18,614 14,075
Advances from customers 1,380 2,455
Accrued expenses and deferred income 3,299 3,268
Other payables 4,639 3,169
Total current portion 132,482 109,772

The item "Trade payables" includes € 1,200 thousand related to the residual portion of the short term payable for the acquisition, which took place in 2020, by the subsidiary Speed France of a technology and systems for the production of polyester monofilaments and cables for agricultural applications.

The item "Other payables" includes € 2,727 thousand, compared to € 1,055 thousand at 31 December 2023, for current IRES tax liabilities recorded by some companies of the Group towards the parent company Yama S.p.A. and arising from the relationships that govern the consolidated tax return, to which the same participating.

28. Loans and borrowings

Details of short-term loans and borrowings are as follows:

€/000 30.06.2024 31.12.2023
Bank loans 76,252 80,214
Overdrafts 1,774 2,752
Liabilities for purchase of equity investments 4,058 2,837
Financial accrued expenses 516 606
Other loans 314 15
Total current portion 82,914 86,424

The item "Liabilities for purchase of equity investments" includes:

  • an amount of € 1,074 thousand refers to the debt towards the transferor shareholder of the company Valley Industries LLP for the purchase of the remaining 6% subject to the "Put & Call Option without expiry date;
  • an amount of € 176 thousand relates to the estimated dividends due to the minority shareholders of the company Markusson;
  • an amount of € 1,608 thousand, relates to the discounted debt for the purchase price portion of 20% of Poli S.r.l. shares and governed by the "Put and Call option" contract to be exercised between 2024 and 2026;
  • An amount of € 1,200 thousand refers to the remaining debt towards the transferor shareholder of the company PNR Italia for the purchase of the remaining 20% to be paid by October 31, 2024 (€ 300 thousand were paid on June 10, 2024, concurrently with the exercise of the option; the total consideration amounts to € 1,500 thousand).

Long-term loans and borrowings are detailed as follows:

€/000 30.06.2024 31.12.2023
Bank loans 167,361 135,350
Liabilities for purchase of equity investments 3,000 3,197
Other loans - -
Total non current portion 170,361 138,547

The item " Liabilities for purchase of equity investments " includes:

  • € 1,940 thousand, relates to the discounted debt for the purchase price portion of 19% of Markusson shares and governed by the "Put and Call option" contract to be exercised in 2026;
  • € 1,060 thousand, relates to the discounted debt for the purchase price portion of 4.5% of Agres Sistemas Eletrônicos shares and governed by the "Put and Call option" contract to be exercised from 1 January 2026.

As at 30 June 2024, bank loans due after 5 years amount to a € 13,131 thousand.

Some loans at medium-long term are subjected to financial Covenants verified, mainly, on the basis of the consolidated ratios Nfp/Ebitda and Nfp/Equity consolidated at year-end; no constraint of compliance with financial covenant applies to 30 June 2024.

On the basis of the business plans prepared by the Management as well as the forecast results, compliance with the covenants is expected at December 31, 2024, date of verification of the restrictions.

29.Liabilities derivig from leases

The item "Liabilities deriving from leases" which totals € 45,216 thousand, of which € 37,029 thousand as non-current portion and € 8,187 thousand as current portion, refers to financial liabilities recorded in application of the IFRS 16 accounting standard – Leases. These liabilities are equal to the present value of the future residual payments provided by the contracts.

At 30 June 2024 the payables deriving from leases due beyond 5 years amount to € 9,556 thousand.

30. Tax assets and liabilities

Deferred tax assets are detailed below:

€/000 30.06.2024 31.12.2023
Deferred tax on impairment losses of assets 361 392
Deferred tax on reversal of unrealized intercompany gains 3,699 3,592
Deferred tax on provision for inventory write-downs 2,756 2,490
Deferred tax on losses in past financial periods 1,096 563
Deferred tax on provisions for bad debts 743 570
Deferred tax on right of use IFRS 16 518 457
Deferred tax asset on on unrealized exchange differences 480 469
Deferred tax on tax realignment and revalutations 1,193 1,200
Other deferred tax assets 1,304 1,798
Total 12,150 11,531

The item "Deferred tax assets on tax realignments and revalutarions" includes deferred tax assets recognized against the recognition of future tax benefits deriving from revaluation and realignment of the civil and fiscal values carried out by some companies of the Group during 2020 and 2021.

The deferred tax assets as of June 30, 2024, include an increase of € 423 thousand related to the change in the scope of consolidation.

The breakdown of Deferred tax liabilities is shown as follows:

Deferred tax on property ex IAS 17 85 87
Deferred tax on depreciations 6,621 5,199
Other deferred tax liabilities 2,556 2,682
Total 9,262 7,968

31. Employee benefits

32. Provisions for risks and charges

Deferred tax on property ex IAS 17 85 87
6,621 5,199
2,556 2,682
9,262 7,968
The item "Employee benefits" equal to € 6,501 thousand, refer principally to the discounted liability for
employment termination indemnity payable at the end of an employee's working life, amounting to € 6,021
The main economic financial assumptions used to calculate the fund are unchanged compared to those used
32. Provisions for risks and charges
Movements in these provisions are detailed below:
31.12.2023 Change in scope
of consolidation
Increase Decrease Exchange
differences
30.06.2024
2,589 41 106 - 2,722
296 40 58 (14)
(98)
(1) 295
2,885 81 164 (112) (1) 3,017
1,450 - 104 (82) (9) 1,463
341 - 505 (176) (7) 663
The "other deferred tax liabilities" refer mainly to revenues already accounted for, but which will acquire fiscal
The item 'Deferred tax liabilities on depreciation' as of June 30, 2024, includes deferred tax liabilities arising
from the consolidation and the Purchase Price Allocation process within the business combination of the PNR
Group, as described in paragraph 5. Significant non-recurring events and transactions of these notes. Deferred
tax liabilities have been allocated in the amount of €1,482 thousand against the fair value attributed to the
Current tax receivables amount at June 30, 2024 to € 10,089 thousand, against € 11,249 thousand at
December 31, 2023, and refer to VAT credits, surplus payments on account of direct tax and other tax credits.
Current tax liabilities amount to € 6,598 thousand at June 30, 2024, compared with € 4,691 thousand at
December 31, 2023, and they refer to payables for direct tax for the period, VAT and withholding taxes.
The main Italian companies of the Group participate with the parent company Yama S.p.A. in the tax
consolidation pursuant to articles 117 and following of the Presidential Decree n. 917/1986: payables and
receivables for current IRES taxes of these companies are recorded under the item "Other current payables"

The other non-current provisions, amounting to € 295 thousand, mainly refer to a dispute related to an alleged infringement of industrial property rights. During the exercise, these provisions were used for € 58 thousand against the already incurred ancillary expenses and increased by the same amount in order to take account of the probable future evolution of the disputes.

The product warranty provision refers to future costs for repairs on warranty which will be incurred for products sold covered by the legal and/or contractual warranty period; the allocation is based on estimates extrapolated from the historic trend.

The item "Other provisions", for the current portion, refers to the best possible estimate of probable liabilities relating to:

  • provision for future costs to be incurred for the restoration activities of the industrial area of the former headquarters of the company Tailong (Zhuhai) Machinery Manufacturing Equipment Ltd, allocated during the half-year for an amount of € 448 thousand;
  • provisions for future defense costs for € 49 thousand (€ 125 thousand at 31 December 2023) in the face of some tax disputes against two Group companies;
  • provisions any future charges related to disputes with some employees for € 48 thousand;
  • allocations of € 118 thousand for some disputes and litigation of a different nature.

The Group, also on the basis of the information currently available and on the basis of the opinion of its consultants, does not believe it will allocate further provisions for contingent liabilities.

33. Other non-current liabilities

The item "Other non-current liabilities" includes:

  • € 370 thousand, against € 382 thousand at 31 December 2023, refers to the deferred income, of future competence, relating to capital grants received pursuant to Law 488/92 by Comag S.r.l., now merged into Emak S.p.A.;
  • other deferrals related to the correct accrual accounting of received grants amounting to approximately €240 thousand.

34. Contingent liabilities

At 30 June 2024, The Group has not further significant outstanding disputes in addition to those already discussed in these notes.

35. Related party transactions

The transactions entered into with related parties by the Group in the first half of 2024 mainly relate to three different types of usual nature relations, within the ordinary course of business, adjusted to normal market conditions.

It is in first place for the exchange of goods and provision of services of industrial and real estate activities, responding to a stringent production logic and purpose, carried out with the parent company YAMA S.p.A. and with certain companies controlled by it. On one side, among the companies under the direct control of Yama, some have provided during the period to the Group components, materials of production, as well as the leasing of industrial surfaces.

In particular, significant amounts of rights of use, equal to € 12,129 thousand, liabilities deriving from leases, equal to € 12,831 thousand, amortization and depreciation, equal to € 937 thousand, and financial charges, equal to € 183 thousand, derive from the passive real estate lease relationships with the subsidiary Yama Immobiliare S.r.l., in compliance with the IFRS accounting standard. 16, properly identified in the financial statements.

On the other hand, certain companies of Yama Group bought from the Group products for the completion of their respective range of commercial offer.

Secondly, relations of a tax nature and usual character arise from the participation of the Parent Company Emak S.p.A. and of the subsidiaries Comet S.p.A., Tecomec S.r.l., Sabart S.r.l., P.T.C. S.r.l., Lavorwash S.p.A. and Poli S.r.l. to the tax consolidation regime under Articles. 117 et seq., Tax Code, intercurrent with Yama S.p.A., as consolidating company. The criteria and procedures for the settlement of such transactions are established and formalized in agreements of consolidation, based on the principle of equal treatment between participants.

For some years there have been collaboration relationships for consultancy services of a technological nature linked to the development of new electrical products with the company Raw power S.r.l.. Following the purchase of the 24% connection share which took place in the first half of 2023, the transactions with this company they qualify as related party transactions.

A further area of relationships with "other related parties" is derived from the performance of professional services for legal and fiscal nature, provided by entities subject to significant influence by a non-executive director.

The nature and extent of the usual and commercial operations described above is shown in the following two tables.

Sale of goods and services, trade and other receivables and financial asset:

receivables Other
receivables for
tax
consolidation
Total trade
and other
receivables
Current
financial assets
Non current
financial assets
Euro Reflex D.o.o. 542 542 - 542 - -
Garmec S.r.l. 37 42 - 42 - -
Yama S.p.A. - - 1,608 1,608 74 37
Total (notes 22 and 24) 579 584 1,608 2,192 74 37
€/000 Net sales Trade
receivables
receivables for
tax
consolidation
and other
receivables
Current
financial assets
Non current
financial assets
Euro Reflex D.o.o. 542 542 - 542 - -
Garmec S.r.l. 37 42 - 42 - -
Yama S.p.A. - - 1,608 1,608 74 37
Total (notes 22 and 24) 579 584 1,608 2,192 74 37
Purchase of goods and services, trade and other payables:
€/000 Purchases of
raw materials
Other
and
operating costs
consumables
Trade
payables
Other payables
for tax
consolidation
Total trade
and other
payables
Financial
charges
Current
liabilities for
leasing
Non current
liabilities for
leasing
Euro Reflex D.o.o. 1,232 23
411
- 411 - - -
Garmec S.r.l. 28 - 21
-
21 - - -
Selettra S.r.l. 56 - 50
-
50 - - -
Yama Immobiliare S.r.l. - - -
-
- 183 1,849 10,982
Yama S.p.A. - - 2
2,727
2,729 - - -
Raw Power S.r.l. - 97 85
-
85 - - -
Other related parties - 285 185
-
185 - - -
Total (note 27) 1,316 405
754
2,727 3,481 183 1,849 10,982
The amount of balances with related parties, relating to tax consolidation relationships, are shown in notes 24
and 27.
With regard to values that arose in previous years from transactions with related parties, it should be noted
that the assets still exhibit goodwill equal to € 9,914 thousand (unchanged compared to 31 December 2023).
These values derive from the so-called Greenfield operation through which the Group, on 23 December 2011,
acquired from the parent company Yama S.p.A. the total control of the Tecomec Group, of the Comet Group,
of Sabart S.r.l.
***
As regards relations with the parent company's corporate bodies, the accrued payments at 30 June 2024 are
as follows:
Board of Directors for € 248 thousand (included in Personnel costs);
Statutory Auditors for € 40 thousand (included in Cost of services).

***************

  • Board of Directors for € 248 thousand (included in Personnel costs);
  • Statutory Auditors for € 40 thousand (included in Cost of services).

36. Subsequent events

For a description of subsequent events, please refer to Note 10 of the Directors report.

Declaration on the half year report in accordance whit Article 154-bis, paragraph 5 of Legislative Decree no. 58/1998 (Consolidated Law on Finance)

    1. We, the undersigned, Cristian Becchi, as Chief Executive Officer for finance and control, and Roberto Bertuzzi, the latter also in his position as the manager in charge of preparing the accounting statements of the company Emak S.p.A. affirm, taking account of the provisions of art. 154-bis, paragraphs 3 and 4, of legislative decree 24 February 1998, n. 58:
    2. the suitability, with reference to the nature of the company, and
    3. the effective application,

of administrative and accounting procedures for the preparation of the half year financial statements for the financial period 1 January 2024 - 30 June 2024.

No significant elements have emerged.

    1. It is hereby declared, moreover, that:
  • 2.1 The abbreviated half-year accounts:
    • a) have been drawn up in compliance with applicable international accounting principles recognized by the European Community in accordance with (EC) regulation no. 1606/2002 issued by the European Parliament and Council on 19 July 2002;
    • b) correspond to the accounting records and entries;
    • c) are appropriate for giving a true and fair view of the assets, liabilities, economic and financial situation of the issuer and of the companies included in the consolidation.

2.2 The intermediate directors' report contains references to significant events that have occurred in the first six months of the financial period and their effect on the abbreviated half-year accounts, together with a description of the main risks and uncertainties for the remaining six months of the financial period. The intermediate directors' report contains, as well, information regarding significant operations with related parties.

Date: 8 August 2024

The Chief Executive Officer for finance and control

Cristian Becchi

The Manager in charge of preparing the accounting statements

Roberto Bertuzzi

Deloitte & Touche S.p.A. Piazza Malpighi, 4/2 40123 Bologna Italia

Tel: +39 051 65811 Fax: +39 051 230874 www.deloitte.it

REPORT ON REVIEW OF THE HALF-YEARLY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders of Emak S.p.A.

Introduction

We have reviewed the accompanying half-yearly condensed consolidated financial statements of Emak S.p.A. and subsidiaries (the "Emak Group"), which comprise the statement of financial position as of June 30, 2024 and the income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the six month period then ended, and the related explanatory notes. The Directors are responsible for the preparation of the half-yearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange ("Consob") for the review of the half-yearly financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Parma Roma Torino Treviso Udine Verona

Sede Legale: Via Tortona, 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220,00 i.v.

Codice Fiscale/Registro delle Imprese di Milano Monza Brianza Lodi n. 03049560166 - R.E.A. n. MI-1720239 | Partita IVA: IT 03049560166

Il nome Deloitte si riferisce a una o più delle seguenti entità: Deloitte Touche Tohmatsu Limited, una società inglese a responsabilità limitata ("DTTL"), le member firm aderenti al suo network e le entità a esse correlate. DTTL e ciascuna delle sue member firm sono entità giuridicamente separate e indipendenti tra loro. DTTL (denominata anche "Deloitte Global") non fornisce servizi ai clienti. Si invita a leggere l'informativa completa relativa alla descrizione della struttura legale di Deloitte Touche Tohmatsu Limited e delle sue member firm all'indirizzo www.deloitte.com/about.

2

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements of Emak Group as at June 30, 2024 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union.

DELOITTE & TOUCHE S.p.A.

Signed by Giovanni Borasio Partner

Bologna, Italy August 8, 2024

This report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative.

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