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Esprinet

Interim / Quarterly Report Dec 1, 2016

4497_ir_2016-12-01_252771a4-4d66-4170-9316-6ba8b5ab2564.pdf

Interim / Quarterly Report

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ESPRINET GROUP

Half-year Financial Report as at 30 June 2016

Approved by the Board of Directors on 15 September 2016

Parent Company:

Esprinet S.p.A. VAT number: IT 02999990969 Monza and Brianza Companies' Register and Tax number: 05091320159 Repository of financial and administrative information (R.E.A.) number: 1158694 Registered Office and Administrative HQ: Via Energy Park, 20 - 20871 Vimercate (MB)

Subscribed and paid-in share capital as at 30/06/2016: Euro 7,860,651 www.esprinet.com - [email protected] [email protected]

Company Officers

Board of Directors:

(Mandate expiring with approval of accounts for the year ending 31 December 2017)

Chairman Francesco Monti (SC)
Deputy Chairman Maurizio Rota (SC)
Chief Executive Officer Alessandro Cattani (SC) (CSC)
Director Valerio Casari (CSC)
Director Marco Monti (SC)
Director Tommaso Stefanelli (SC) (CSC)
Director Matteo Stefanelli (SC) (CSC)
Director Cristina Galbusera (InD) (CRC) (RAC)
Director Mario Massari (InD) (CRC) (RAC)
Director Chiara Mauri (InD) (CRC) (RAC)
Director Emanuela Prandelli (InD)
Director Andrea Cavaliere
Secretary Manfredi Vianini Tolomei Studio Chiomenti

Notes:

(InD): Independent Director

(CRC): Control and Risk Committee

(RAC): Remuneration and Appointments Committee

(SC): Strategy Committee

(CSC): Competitiveness and Sustainability Committee

Board of Statutory Auditor:

(Mandate expiring with approval of accounts for the year ending 31 December 2017)

Chairman Giorgio Razzoli
Permanent Auditor Bettina Solimando
Permanent Auditor Patrizia Paleologo Oriundi
Alternate Auditor Antonella Koenig
Alternate Auditor Bruno Ziosi

Independent Auditor:

(Mandate expiring with approval of accounts for the year ending 31 December 2018)

EY S.p.A.

Waiver of the obligations to provide information on extraordinary transactions

Pursuant to article 70, section 8, and article 71, section 1-bis, of the Issuers' Regulations issued by Consob, on 21 December 2012 the Board of Directors of Esprinet S.p.A. resolved to make use of the right to waive the obligations to publish the information documents stipulated for significant transactions relating to mergers, demergers, increases in capital by the contribution of goods in kind, acquisitions and transfers.

CONTENTS

INTERIM DIRECTORS' REPORT ON OPERATIONS
Company Officers page 2
Activities and structure of the Esprinet Group page 4
1 General Information about the Esprinet Group
2 Target market trends
Group's results of the period page 9
1 Summary of the Group's economic and financial results of the period
2 Review of economic and financial results of the period
3 Sales by product family and customer type
Significant events occurred in the period page 18
Relationships with related parties page 19
Main risks and uncertainties page 19
Other significant information page 20
1 Research and development activities
2 Number and value of own shares
3 Atypical and/or unusual operations
4 Share incentive plans
5 Business combinations
6 Net equity and result reconciliation between Group and parent company
Outlook and main risk factors in the second half of the year page 23
CONDENSED HALF-YEARLY CONSOLIDATED FINANCIAL STATEMENTS
Consolidated statement of financial position page 25
Consolidated separate income statement page 26
Consolidated statement of comprehensive income page 27
Consolidated statement of changes in net equity page 27
Consolidated statement of cash flows page 28
Notes to the condensed half-yearly consolidated financial statements
1 Contents and format of the consolidated financial statements page 29
1.1 Regulations, accounting principles and valuation criteria
1.2 Consolidation area
1.3 Principal assumptions, estimates and rounding
1.4 Restatements of previous published financial statements
1.5 New or revised accounting standards and interpretations adopted by the Group
2 Segment information page 34
2.1 Introduction
2.2 Separate income statement by operating segments
3 Notes to statement of financial position items page 39
4 Notes to income statement items page 52
5 Other significant information page 59
5.1 Cash flow analysis
5.2 Net financial indebtedness
5.3 Loan covenants
5.4 Relationships with related entities
5.5 Non-recurring significant events and operations
5.6 Seasonal nature of business
5.7 Financial instruments pursuant to IAS 39: classes of risk and 'fair value'
5.8 Derivatives analysis
5.9 Subsequent events
5.10 Relationships with related parties
STATEMENT ON THE 'CONDENSED CONSOLIDATED HALF-YEAR STATEMENTS'

PURSUANT TO ARTICLE 154-BIS D.LGS 58/98

INDEPENDENT AUDITORS' REPORT

Activities and structure of the Esprinet Group

1. General information about the Esprinet Group

The chart below illustrates the structure of the Esprinet Group as at 30 June 2016:

Esprinet S.p.A. (hereafter 'Esprinet' or the 'parent company') and its subsidiaries (the 'Esprinet Group' or the 'Group') operate on the Italian, Spanish and Portuguese markets in the 'business-to-business' (B2B) distribution of Information Technology (IT) and consumer electronics.

References to Subgroup Italy and Subgroup Iberica can be found in next comments and tables. At period end, the 'Subgroup Italy' includes, along with the parent company Esprinet S.p.A., the following directly-controlled companies V-Valley S.r.l., Celly S.p.A. and EDSlan S.r.l. was established on 24 March 2016 and started operating on 8 April 2016 after purchasing the distribution business referring to the networking, cabling, Voip e UCC-Unified Communication & Collaboration sectors (transaction details are under 'Significant events occurred during the period'' paragraph).

It should be highlighted that on 28 April 2016, Esprinet S.p.A. sold its shares (equal to 9.52% of the total share capital) in the associated company Assocloud S.r.l.. (for further information please refer to the paragraph 'Significant events occurred in the period').

The subsidiary Celly S.p.A., a company operating in the 'business-to-business' (B2B) distribution of Information Technology (IT) and consumer electronics and more specifically in the wholesale distribution of accessories for mobile devices, includes also its wholly-owned subsidiaries:

  • Celly Nordic OY, a Finnish-law company;
  • Celly Swiss SAGL, a Helvetic-law company;
  • Celly Pacific LTD, a Chinese-law company, completely owned by Celly Swiss SAGL; all of which are operating in the same segment as the Holding Company, as well as Celly's 25% share in Ascendeo SAS, a French-law company.

At the same date, the Spanish Subgroup is made up by the subsidiary Esprinet Iberica S.L.U. as well as by Portuguese subsidiary Esprinet Portugal Lda, established on 29 April 2015 and operating since the beginning of June 2015.

Esprinet S.p.A. has its registered and administrative offices in Italy in Vimercate (Monza e Brianza), while warehouses and logistics centres are located in Cambiago (Milan) and Cavenago (Monza e Brianza).

Esprinet S.p.A. uses Banca IMI S.p.A. as its specialist firm.

2. Target Market Trend

Europe

In the first half 2016, the distribution industry generated revenues for approx. 29.31 billion euro, up slightly (+0.7%) with respect to 29.11 billion euro in the first half 2015, as measured by the English company, Context (July 2016), with reference to a distributors panel representative of the general trend. In particular, while the year-on-year comparison is negative (-0.9%) in the first quarter, it becomes positive (+2.3%) in the second quarter mainly thanks to UK results.

Being the first market in Europe, UK accounts for the biggest share in results growing by 7% to 6.35 billion euro, while the German distribution market (the second largest in Europe) remained stable at 6.13 billion euro.

The French market records a negative result (-4% year-on-year) along with Italy (-0.5%), Poland (- 2.2%) and Scandinavian Peninsula, while Spain reports a +4% year-on-year.

Y-o-Y by cou ntry
by cou ntry
1 Q1 6 vs 1Q15
1 Q1 6 vs 1Q15
Q1 6
1Q15
2Q1 6 vs 2Q1 5
2Q1
2Q1 6 vs 2Q1 5
5
1H 201 6 vs 1H 2015
1H 201 6 vs 1H 2015
T otal -0 ,9 %
-0
%
2,3%
2,3%
0,7%
UK & Ireland 4,0% 9,9% 6,9%
Germany 0,3% -0,3% 0,0%
Italy -0, 1% -1,0 % -0,5%
France -4,0% -4,0% -4,0%
Rest of W Europe -6,6% 1,2% -2,8%
Spai n 1,9 %
1,9
6 ,0 %
,0
4,0%
Poland -6,4% 2,4% -2,2%
Sweden -6,6% 4,6% -1,2%
Switzerland 1,3% 5,5% 3,3%
Belgium -4,0% 2,4% -1,0%
Denmark -1,0% -2,5% -1,7%
Czech Republic -3,8% 4,0% 0,1%
Austria -2,8% 3,0% 0,0%
Norway -8,1% 8,2% -0,2%
Finland 2,6% -8,4% -3,1%
Portugal -5,2% -7,9% -6,5%
Baltics -15,2% -7,8% -11,7%
Slovakia 3,7% 2,5% 3,1%

The table below summarises the distribution trend in the first two quarters, as well as in the first half of the current year compared with the same periods of the previous year:

Font: Context, July 2016

Italy

IT,electronics consumption and distribution industry electronics consumption and distribution industryelectronics distribution industry

In the first half of 2016, the Italian Information Technology ('IT') and Communication Technology (including TLC) market, as measured by GFK data monitoring a cluster - i.e. sales to individuals which represents approx. 30.0% of Esprinet Italy sales in the first half of the year -, recorded a growth of + 5% to 7.38 euro billion up from 7.03 billion euro.

Phone devices (+36%), small and major household appliances (+12% and +9% respectively) resulted as best performers. Information technology (+3%) and consumer electronics (+4%) sectors grow less than the market trends.

In the first half of 2016 the Italian distribution market (source: Context July 2016) decreased by - 0.5% compared with the same period in 2015. Performance analysis by quarter reveals a y-o-y decrease of -0.1% and of -1% in the first and second quarter respectively.

Negative industry results are affected by TLC sector (the second largest contributor to distributors sales), down -18% (9.4 million euro) compared with the first half of 2015. Notebooks, which account for the largest share of distributors sales (21% as compared to 20% of the first half of 2015), grow by +4% (+24 million euro), mainly due to the result achieved in the month of June (+11 million euro), while desktop and software sectors are both stable. Printers (-2%) and components (-7%) show negative results.

According to Context data, Esprinet Italy confirms its leadership in the Italian distributors market. In the first half of 2016, with a slightly decreasing market share (-100 basis points), mainly in the retailer category, while the 'corporate' category is stable.

The following table summarises the Italian distributors ranking for the last three years:

Sales (€ m)
Sales (€ m)
Var. %
Var. %
Market share
Company name
name
2013
2013
2014 2015E 14/13 15/14 2013 2014 2015E
1 Esprinet 1.538,1 1.689,8 1.966,0 10% 16% 25.0% 26.0% 28.1%
2 Computer Gross Italia 781,0 900,0 997,0 15% 11% 12.7% 13.8% 14.2%
3 Tech Data 644,3 812,8 930,0 26% 14% 10.5% 12.5% 13.3%
4 Ingram Micro Italia 613,8 661,2 680,0 8% 3% 10,0% 10.2% 9.7%
5 Datamatic 363,9 329,6 315,0 -9% -4% 5.9% 5.1% 4.5%
6 Attiva 245,8 237,0 275,0 -4% 16% 4.0% 3.6% 3.9%
7 Brevi 153,0 164,1 180,0 7% 10% 2.5% 2.5% 2.6%
8 Futura Grafica 93,2 97,4 101,0 5% 4% 1.5% 1.5% 1.4%
9 Executive 88,6 96,9 103,0 9% 6% 1.4% 1.5% 1.5%
10 Adveo Italia 83,1 86,9 90,0 5% 4% 1.4% 1.3% 1.3%
11 EDSLan 59,5 76,3 85,0 28% 11% 1.0% 1.2% 1.2%
12 Arrow ECS 55,2 71,1 80,0 29% 13% 0.9% 1.1% 1.1%
13 Cometa 53,1 65,9 71,0 24% 8% 0.9% 1.0% 1.0%
14 Il Triangolo 71,7 61,7 67,0 -14% 9% 1.2% 0.9% 1.0%
15 SNT Trading - ex SNT Technologies 66,1 60,0 45,0 -9% -25% 1.1% 0.9% 0.6%
16 ITWay 62,9 53,7 58,0 -15% 8% 1.0% 0.8% 0.8%
17 ADL American Dataline 45,4 49,8 51,5 10% 3% 0.7% 0.8% 0.7%
18 Icos 48,9 49,0 48,0 0% -2% 0.8% 0.8% 0.7%
19 Focelda 47,5 46,8 45,0 -2% -4% 0.8% 0.7% 0.6%
20 SIDIN - Exclusive Networks 46,0 25,6 20,0 -44% -22% 0.7% 0.4% 0.3%
Sales top 20 distributors 5.161,1 5.635,5 6.207,5 9% 10% 83,9% 86,7% 88,7%
Total market 5.750,0 6.160,0 6.700,0 7% 9%

Source: internal processing of Channel Partner data, 2016.

Spain

IT, electronics consumption and distribution industry

In the first half of 2016, the Spanish Information Technology ('IT') and Communication Technology (including TLC) market, as measured by GFK data monitoring a cluster - i.e. sales to individuals which represents approx. 39.8% of Esprinet Iberica sales in the first half of the year, recorded a decrease of -1% to 4.47 billion euro from 4.52 billion euro. In all main product categories revenues declined, mainly in phone devices (-6%) and IT (-4%), while consumer electronics remained substantially stable year-on-year.

In the first half of 2016, the Spanish distribution market (source: Context, July 2016) showed a growth of +4% compared to the same period of 2015. Performance analysis by quarter reveals a y-o-y increase of +1.9% and of +6% in the first and second quarter respectively.

In Spain TLC sector was also negative (down from third to fourth position as a contributor to distributors sales) showing a decrease of -9% (-13 million euro) compared with the first half of 2015. Notebooks, which account for the largest share of distributors sales, grew by +2% (+10 million euro), followed by 'software' (up by +14%, +29 million euro) and 'consumables' (+4%).

Storage and desktops changed by -5% and -2% respectively. Among minor categories with respect to revenues, wireless networking and audio video systems reported a robust growth.

Even in the second half, Esprinet Iberica increased its market share, gaining approx. +3 points in the first quarter and +0.5 points in the second one.

Taking into account the completed acquisition of the distributor Vinzeo Technologies, Esprinet Group reached the first position in the Spanish distribution market as well, as reported in the 2013-2015 ranking below:

Sales (€ m) Var% Market share
Company 2013
2013
2014
2014
2015 14/13 15/14 2013 2014 2015
1 TECH DATA 768,0 866,0 1.026,5 12,8% 18,5% 15,2% 16,4% 17,0%
2 INGRAM MICRO 601,0 660,0 752,4 9,8% 14,0% 11,9% 12,5% 12,4%
3 ESPRINET IBERICA 504,9 601,6 696,1 19,2% 15,7% 10,0% 11,4% 11,5%
4 VINZEO 572,0 492,0 585,0 -14,0% 18,9% 11,3% 9,3% 9,7%
5 ARROW ECS 283,1 339,7 420,1 20,0% 23,7% 5,6% 6,4% 6,9%
6 MCR 141,0 200,0 235,0 41,8% 17,5% 2,8% 3,8% 3,9%
7 GTI 159,0 168,0 203,0 5,7% 20,8% 3,1% 3,2% 3,4%
8 WESTCON 124,3 148,0 168,7 19,1% 14,0% 2,5% 2,8% 2,8%
9 ADVEO IBERIA 346,0 194,9 151,8 -43,7% -22,1% 6,8% 3,7% 2,5%
10 BRIGHTSTAR 20:20 333,0 132,5 125,9 -60,2% -5,0% 6,6% 2,5% 2,1%
11 AVNET 61,0 61,0 120,0 0,0% 96,7% 1,2% 1,2% 2,0%
12 DMI COMPUTER 48,0 74,0 89,0 54,2% 20,3% 0,9% 1,4% 1,5%
13 DEPAU 53,2 57,6 75,1 8,2% 30,5% 1,1% 1,1% 1,2%
14 MEGASUR 70,0 72,0 74,0 2,9% 2,8% 1,4% 1,4% 1,2%
15 INFORTISA 50,9 60,9 71,1 19,6% 16,8% 1,0% 1,2% 1,2%
16 GLOBOMATIK 32,0 33,2 69,5 3,6% 109,6% 0,6% 0,6% 1,1%
17 CRAMBO 41,0 48,9 65,9 19,3% 34,8% 0,8% 0,9% 1,1%
18 DESYMAN 30,0 34,1 45,5 13,8% 33,2% 0,6% 0,6% 0,8%
19 EXCLUSIVE NETWORKS 21,0 27,0 36,0 28,6% 33,3% 0,4% 0,5% 0,6%
20 DIODE (GTI) 47,0 45,2 35,0 -3,9% -22,5% 0,9% 0,9% 0,6%
Top 20 Distributors 4.286 4.317 5.046 5.160 84,6% 81,7% 83,4%
Total Market
Market
5.066
5.066
5.282 6.050 6.152 100,0% 100,0% 100,0%

Source: internal processing of Channel Partner data, 2016.

Group's results for the period

1. Summary of the Group's economic and financial results for the period

6 mo nths Q2
( eu ro /00 0) no tes 2016
2016
% 20 15
20 15
no tes % % var.
16/15
2016
2016
% 2015 no tes % % var.
16 /15
P rofit & Lo ss
Sales 1,244,975 100.0% 1,236,389 100.0% 1% 629,551 100.0% 618,839 100.0% 2%
Gross profit 70,762 5.7% 75,865 6.1% -7% 37,091 5.9% 38,235 6.2% -3%
EBITDA (1) 16,458 1.3% 22,833 1.8% -28% 9,264 1.5% 11,624 1.9% -20%
Operating income (EBIT) 14,311 1.1% 20,909 1.7% -32% 8,075 1.3% 10,775 1.7% -25%
Profit before income tax 13,211 1.1% 18,770 1.5% -30% 7,268 1.2% 10,218 1.7% -29%
Net income 10,358 0.8% 13,243 1.1% -22% 6,113 1.0% 6,979 1.1% -12%
Financial data
Cash flow (2) 12,194 14,843
Gross investments 3,190 3,109
Net working capital (3) 224,206 21,905 (4)
Operating net working capital (5) 235,998 34,512 (4)
Fixed assets (6) 102,492 101,083 (4)
Net capital employed (7) 313,610 111,692 (4)
Net equity 300,679 297,606 (4)
Tangible net equity (8) 224,676 221,695 (4)
Net financial debt (9) 12,931 (185,913) (4)
Main i ndicato rs
Net financial debt / Net equity 0.0 (0.6) (4)
Net financial debt / Tangible net equity 0.1 (0.8) (4)
EBIT / Finance costs - net 13.0 9.8
EBITDA / Finance costs - net 14.9 10.7
Net financial debt/ EBITDA 0.8 (3.7) (4)
Operatio nal data
N. of employees at end-period 1,131 1,014
Avarage number of employees (10) 1,074 992
Earni ngs per sh are ( eu ro )
- Basic 0.20 0.26 -23% 0.12 0.13 -8%
- Diluted 0.20 0.26 -23% 0.12 0.14 -14%

(1) EBITDA is equal to the operating income (EBIT) gross of amortisation, depreciation and accruals for risks and charges.

(2) Sum of consolidated net profit and amortisations.

(3) Sum of current assets, non-current assets held for sale and current liabilities, gross of current net financial debts.

(4) Figures as at 31 December 2015.

(5) Sum of trade receivables, inventory and trade payables.

(6) Equal to non-current assets net of non-current financial assets for derivatives.

(7) Equal to capital employed as of period end, calculated as the sum of net working capital plus fixed assets net of non-current non-financial liabilities. (8) Equal to net equity less goodwill and intangible assets.

(9) Sum of financial debts, cash availability, assets/liabilities for financial derivatives and financial receivables from factoring.

(10) Calculated as the average between opening and closing balance of consolidated companies.

The economic and financial results in the first half 2016 and those of the relative period of comparison have been measured by applying International Financial Standards ('IFRSs'), adopted by the EU during the reference period.

In the chart above, in addition to the conventional economic and financial indicators laid down by IFRSs, some 'alternative performance indicators', although not defined by the IFRSs, are presented. These 'alternative performance indicators', consistently presented in previous periodic Group reports, are not intended to substitute IFRSs indicators; they are used internally by the Management for measuring and controlling the Group's profitability, performance, capital structure and financial position.

As required by the Guidelines ESMA / 2015/1415 ESMA (European Securities and Market Authority) issued under Article 16 of the ESMA Regulation, updating the previous recommendation CESR / 05- 178b of CESR (Committee of European Securities Regulators) and adopted by Consob with Communication no. 0092543 of 12/03/2015, basis of calculation adopted are defined below the table.

2. Review of economic and financial results of the period

A) Esprinet Group's financial highlights Esprinet Group's

The Group's main economic, financial and asset results as at 30 June 2016 are hereby summarised:

(eu ro /000 ) H1 % H1 % Var. Var . % Var . %
2016
2016
20 15
15
Sales 1, 244,9 75
1,
75
10 00% 00%
10 0. 00%
1, 236, 389
389
10 0. 00% 0. 00% 00% 8, 586 1 %
Cost of sales (1,174,213) -94.32% (1,160,524) -93.86% (13,689) 1%
Gro ss profi t 70 ,76 2
,76 2
5. 68%
5. 68%
75, 86 5 75, 86 5 6 . 14% 6 . 14% . 14% (5,1 03) (5,1 03) -7%
Other income 2,677 0.22% - 0.00% 2,677 100%
Sales and marketing costs (22,864) -1.84% (21,968) -1.78% (896) 4%
Overheads and administrative costs (36,264) -2.91% (32,988) -2.67% (3,276) 10%
Operating i ncome (EBIT)
(EBIT)
14, 311 311
14, 311
1 .1 5% 1 .1 5%1 5% 20 ,9 09 20 ,9 ,9 09 1. 69% 69% (6, 598) (6, -32%
Finance costs - net (1,101) -0.09% (2,135) -0.17% 1,034 -48%
Other investments expenses / (incomes) 1 0.00% (4) 0.00% 5 -125%
P ro fi t befo re i nco me taxes
ro t befo re i
taxes
13, 211
211 211
1. 06% 06% 18, 770 770 1. 52% 52% (5, 559) 559) -30 %
Income tax expenses (2,853) -0.23% (5,527) -0.45% 2,674 -48%
Net i ncome 1 0, 358
358
0. 83%
0. 83%
13, 243 13, 243 1. 07% 07% (2, 885) 885) -22%
Earnings per share - basic (euro) 0.20 0.26 (0.06) -23%
Q2 Q2
(eu ro /0 00) 201 6
6
% 2015
2015
% Var. Var. %
Sales 6 29 ,551
6 29 ,551
1 00.0 0% 00.0 0%
1 00.0 0%
618,839 618,839 10 0.00 % 10 0.00 % 0.00 % 10,712 2%
Cost of sales (592,460) -94.11% (580,604) -93.82% (11,856) 2%
Gro ss pro fit 37,0 91
91
5.89%
5.89%
38,235 6.18% (1,144) -3%
Other income 2,677 0.43% - 0.00% 2,677 100%
Sales and marketing costs (12,597) -2.00% (10,978) -1.77% (1,619) 15%
Overheads and administrative costs (19,096) -3.03% (16,482) -2.66% (2,614) 16%
Operati ng i nco me (EBIT )
ng
)
8,0 75
8,0 75
1.28% 10 ,775 10 10 ,775 1.74% (2,700 ) (2,700 ) -25%
Finance costs - net (808) -0.13% (557) -0.09% (251) 45%
Other investments expenses / (incomes) 1 0.00% - 0.00% 1 100%
Pro fit befo re i nco me taxes
Pro
i
taxes
7,26 8
7,26 8
1.15% 1 0,21 8 1 0,21 1 0,21 8 1.65% (2,9 50 ) (2,9 50 ) -29%
Income tax expenses (1,155) -0.18% (3,239) -0.52% 2,084 -64%
Net inco me 6,11 3
6,11 3
0 .97%
0 .97%
6,9 79 6,9 79 1.13% (866 ) -1 2%
Earnings per share - basic (euro) 0.12 0.13 (0.01) -8%

Consolidated sales, equal to 1,245.0 million euro showed an increase of +1% (8.6 million euro) compared to 1,236.4 million euro of the first half 2015. In the second quarter consolidated sales increased by +2% compared to the same period of the previous year (from 618.8 million euro to 629.6 million euro).

Consolidated gross profit, equal to 70.8 million euro, showed a decrease of -7% (-5.1 million euro) compared to the same period of 2015 as consequence of a decrease in the gross profit margin. In the second quarter Gross profit, equal to 37.1 million euro, decreased by -3% compared to same period of previous year.

Other income, amounting to 2.7 million euro, refers entirely to the gain realized from the newly established company, EDSlan S.r.l., for the business unit acquisition relating to distribution activities in networking, cabling, VoIP and UCC- unified communications sectors.

Consolidated operating income (EBIT) of the first half 2016, equal to 14.3 million euro, showed a reduction of -32% compared to the first half 2015 (20.9 million euro), with an EBIT margin decreased to 1.15% from 1.69%, due both to a lower consolidated gross profit margin and higher operating costs (-4.75% in 2016 vs -4.44% in 2015). In the second quarter consolidated EBIT equal to 8.1 million euro, decreased by -25% (-2.7 million euro) compared to the second quarter 2015, with an EBIT margin decreased from 1.74% to 1.28%.

Consolidated profit before income taxes was equal to 13.2 million euro, showing a reduction of -30% compared to the first half 2015, the decrease was lower than the one registered in EBIT (-32%), thanks to a -1.0 million euro decrease in financial charges. In the second quarter profit before income taxes decrease by -29% (-3.0 million euro) reaching the value of 7.3 million euro.

Consolidated net income was equal to 10.4 million euro, showing a decrease of -22% (-2.9 million euro) compared to the first half 2015. In the second quarter 2016 consolidated net income amounted to 6.1 million euro compared with 7.0 million euro of the second quarter 2015 (-12%).

Basic earnings per ordinary share as at 30 June 2016, equal to 0.20 euro, showed a reduction of - 23% compared to the value of first half 2015 (0.26 euro). In the second quarter basic earnings per ordinary share was equal to 0.12 euro compared to 0.13 euro of the corresponding quarter in 2015 (-8%).

(eu ro/0 0 0) 30 /0 6 /20 16
6 /20 16
%
%
31 /1 2/20 15 15 15 % Var. Var. %
Fixed assets 102,492 32.68% 101,083 90.50% 1,410 1%
Operating net working capital 235,998 75.25% 34,512 30.90% 201,486 584%
Other current assets/liabilities (11,792) -3.76% (12,607) -11.29% 815 -6%
Other non-current assets/liabilities (13,088) -4.17% (11,296) -10.11% (1,792) 16%
Total uses 313, 61 0 100 . 00 . %
100 . 00 %
11 1, 69 2 11 1, 69 2 1 00 .0 0% 1 00 .0 .0 0% 20 1, 91 9 20 1, 91 9 181%
Short-term financial liabilities 72,783 23.21% 29,314 26.25% 43,469 148%
Current financial (assets)/liabilities for derivatives 246 0.08% 195 0.17% 51 26%
Financial receivables from factoring companies (4,838) -1.54% (2,714) -2.43% (2,124) 78%
Customers financial receivables (452) -0.14% (507) -0.45% 55 -11%
Cash and cash equivalents (115,138) -36.71% (280,089) -250.77% 164,951 -59%
Net current financial debt (47,399) -15.11% (253,801) -227.23% 206,402 -81%
Borrowings 57,216 18.24% 65,138 58.32% (7,922) -12%
Debts for investments in subsidiaries 5,091 1.62% 5,222 4.68% (131) -3%
Non-current financial (assets)/liab. for derivatives 315 0.10% 224 0.20% 91 41%
Customers financial receivables (2,292) -0.73% (2,696) -2.41% 405 -15%
Net financial debt (A) 12,931 4.12% (185,913) -166.45% 198,845 -107%
Net equity (B) 300,679 95.88% 297,605 266.45% 3,074 1%
Total sources of funds (C=A+ B)
(C=A+ B)
Total sources
313, 61 0
61 0
100 . 00 %
%
11 1, 69 2 11 69 2 1 00 .0 0% .0 0% 20 1, 91 9 20 9 181%

Consolidated net working capital as at 30 June 2016 is equal to 236.0 million euro compared to 34.5 million euro at 31 December 2015.

Consolidated net financial position as at 30 June 2016, was negative by 12.9 million euro, compared with a cash surplus of 185.9 million euro as at 31 December 2015.

The reduction of net cash surplus was connected to the increase of consolidated net working capital as of 30 June 2016 which in turn is influenced by technical events often not related to the average level of working capital and by the level of utilisation of both 'without-recourse' factoring programs referring to the trade receivables and of the corresponding securitization program.

This program is aimed at transferring risks and rewards to the buyer, thus receivables sold are eliminated from balance sheet according to IAS 39. These programs are aimed to transferring risks and rewards to the buyer, thus receivables sold are eliminated from balance sheet according to IAS 39.

Taking into account other technical forms of cash advances other than 'without-recourse assignment', but showing the same effects – such as 'confirming' used in Spain –, the overall impact on financial debt was approx. 200 million euro as at 30 June 2016 (approx. 287 million euro as at 31 December 2015).

Consolidated net equity as at 30 June 2016 equal to 300.7 million euro, showed an increase of 3.1 million euro compared to 297.6 million euro as at 31 December 2015.

B) Financial highlights by geographical area Financial highlights by geographical area Financial by geographical area

B.1) Subgroup Italy Italy

The main economic, financial and asset results for the Italian subgroup (Esprinet, V-Valley, EDSlan1 and Celly Group) as at 30 June 2016 are hereby summarised:

(eu ro /00 0) H1 H1
201 6
201 6
% 2015
2015
% Var . Var. % %
Sales to third parties 927,466 100.00% 951,492 100.00% (24,026) -3%
Intercompany sales 24,207 2.61% 21,776 2.29% 2,431 11%
Sales 951, 673 102.61% 973, 26 8 102.29% (21 ,595) -2%
Cost of sales (893,303) -96.32% (910,784) -95.72% 17,481 -2%
Gro ss pro fi t 58, 370
370
6 .1 3%
3% 3%
62,484 6. 42% 42% (4, 114) 114) -7%
Other income 2,677 0.28% - 0.00% 2,677 100%
Sales and marketing costs (19,657) -2.07% (18,941) -1.95% (716) 4%
Overheads and administrative costs (29,755) -3.13% (27,094) -2.78% (2,661) 10%
Oper ati ng inco me (EBIT )
(EBIT )
ng
11, 6 35 6 35
11, 6 35
1. 22% 22% 16 ,449 16 ,449 1. 69% 69% (4, 814) (4, 814) -29%

1 Operating company since 08 April 2016.

Q2 Q2
(eu ro /000 ) 20 16
20 16
% 2015 % Var. Var . % Var . %
Sales to third parties 465,153 468,275 (3,122) -1%
Intercompany sales 13,341 11,487 1,854 16%
Sales 478, 494
494
479, 762 762
479, 762
(1, 268) (1, 268) 0 %
Cost of sales (447,714) (448,911) 1,197 0%
Gro ss pro fi t 30 ,780
30 ,780
6. 43%
6. 43%
30 , 851 30 , 851 6. 43% 6. 43% (71) 0 %
Other income 2,677 0.56% 0 0.00% 2,677 100%
Sales and marketing costs (10,950) -2.29% (9,370) -1.95% (1,580) 17%
Overheads and administrative costs (15,814) -3.30% (13,552) -2.82% (2,262) 17%
Oper ating i ncome (EBIT )
Oper
(EBIT )
6, 693
693
1. 40% 1. 40% 7,9 29 7,9 29 1. 65% 1. 65% (1, 236) (1, 236) -16%

Sales totalled 951.7 million euro, showing a decrease of -2% compared to 973.3 million euro of the first half 2015. In the second quarter 2016, in terms of percentage change, sales were in line compared to the value of 2015.

Gross profit, equal to 58.4 million euro showed a decrease of -7% compared to 62.5 million euro of the first half 2015, due to the combined effect of a gross profit margin reduction (from 6.42% to 6.13%) and lower sales. In the second quarter 2016 gross profit, equal to 30.8 million euro, was in line compared to the second quarter 2015.

Other income, amounting to 2.7 million euro, refers entirely to the gain realized from the newly established company, EDSlan S.r.l., for the business unit acquisition relating to distribution activities in networking, cabling, VoIP and UCC- unified communications sectors.

Operating income (EBIT) equal to 11.6 million euro showed a decrease of -29% compared to the same period of 2015 with an EBIT margin decreased from 1.69% to 1.22% also as a result of the reduction in the gross profit margin and higher operating costs. EBIT in the second quarter 2016 registered a decrease of -16% reaching 6.7 million euro compared to 7.9 million euro of 2015 with an EBIT margin of 1.40% compared to 1.65% of the same period of 2015.

(eu ro /000 ) 30/0 6/2016
6/2016
%
%
31/1 2/20 15
31/1
31/1 2/20 15
15
% Var. Var. %
Fixed assets 110,750 40.81% 110,166 92.85% 585 1%
Operating net working capital 169,818 62.57% 18,333 15.45% 151,485 826%
Other current assets/liabilities 930 0.34% (1,055) -0.89% 1,985 -188%
Other non-current assets/liabilities (10,097) -3.72% (8,801) -7.42% (1,296) 15%
T o tal u ses 271,401 100. 00%
00%00%
11 8,6 43
43
100. 00%
00%
1 52, 759 759 1 29 %
Short-term financial liabilities 72,598 26.75% 29,038 24.48% 43,560 150%
Current financial (assets)/liabilities for derivatives 246 0.09% 195 0.16% 51 26%
Financial receivables from factoring companies (4,838) -1.78% (2,714) -2.29% (2,124) 78%
Financial (assets)/liab. from/to Group companies (130,000) -47.90% (50,000) -42.14% (80,000) 160%
Customers financial receivables (452) -0.17% (507) -0.43% 55 -11%
Cash and cash equivalents (18,226) -6.72% (215,589) -181.71% 197,363 -92%
Net current financial debt (80,672) -29.72% (239,577) -201.93% 158,905 -66%
Borrowings 57,216 21.08% 65,138 54.90% (7,922) -12%
Debts for investments in subsidiaries 5,091 1.88% 5,222 4.40% (131) -3%
Non-current financial (assets)/liab. for derivatives 315 0.12% 224 0.19% 91 41%
Customers financial receivables (2,292) -0.84% (2,696) -2.27% 405 -15%
Net Financial debt (A) (20,342) -7.50% (171,689) -144.71% 151,348 -88%
Net equity (B) 291,743 107.50% 290,332 244.71% 1,411 0%
T o tal so u rces of fu nds (C=A+B)
T o tal
u rces
(C=A+B)
271,401 100. 00% 100. 00%00% 11 8,6 43
11 8,6 43
100. 00%
100. 00%
1 52, 759 1 52, 759 1 29 %

Operating net working capital as at 30 June 2016 was equal to 169.8 million euro, compared to 18.3 million euro as at 31 December 2015.

Net financial position as at 30 June 2016 was positive by 20.3 million euro, compared to a cash surplus of 171.7 million euro as at 31 December 2015. The impact of both 'without-recourse' sale and securization program of trade receivables as at 30 June 2016 was approx. 99 million euro (approx. 147 million euro as at 31 December 2015).

B.2) Subgroup Iberica Subgroup Iberica

The main economic, financial and asset results for the Iberica Subgroup (Esprinet Iberica and Esprinet Portugal) as at 30 June 2016 are hereby summarised:

H1 H1
(eu ro /00 0) 201 6
201 6
% 2015
2015
% Var . Var. % Var.
Sales to third parties 317,509 100.00% 284,896 100.00% 32,613 11%
Intercompany sales - - - 0.00% - 100%
Sales 317, 50 9 100.00% 284, 89 6 100.00% 32,613 11%
Cost of sales (304,827) -96.01% (271,475) -95.29% (33,352) 12%
Gro ss pro fi t 12, 682
682
3. 99%
3. 99%
13,421 4. 71% 71% (739) -6%
Sales and marketing costs (3,190) -1.00% (2,936) -1.03% (254) 9%
Overheads and administrative costs (6,530) -2.06% (5,993) -2.10% (537) 9%
Oper ati ng inco me (EBIT )
ati ng
)
2, 962
2, 962
0. 9 3% 0. 9 0. 9 3% 4,492 1 .58% 1 .58% (1 ,530) (1 ,530) -34%

Sales was equal to 317.5 million euro, showing an increase of +11% compared to 284.9 million euro of the first half 2015. In the second quarter sales registered an increase of + 9% (equal to 13.8 million euro) compared to the same period of 2015.

Gross profit as at 30 June 2016 totalled 12.7 million euro, showing a decrease of -6% compared to 13.4 million euro of the same period of 2015 with a gross profit margin decreased from 4.71% to 3.99%. In the second quarter Gross profit decreased by -11% compared to the previous period, with a gross profit margin decrease from 4.92% to 4.00%.

Operating income (EBIT), equal to 3.0 million euro decreased by -1.5 million euro compared to the first half of 2015, with an EBIT margin decrease to 0.93% from 1.58%. In the second quarter of 2016, Operating income (EBIT) totalled 1.6 million euro compared to 2.9 million euro of the second quarter 2015, showing an EBIT margin decreased from 1.90% to 1.00%.

(eu ro/000) 30 /06/2016
/06/2016
%
%
31/12/201 5
31/12/201 5
% Var. Var. %
Fixed assets 66,343 56.58% 65,562 96.63% 781 1%
Operating net working capital 66,623 56.82% 16,336 24.08% 50,287 308%
Other current assets/liabilities (12,722) -10.85% (11,554) -17.03% (1,168) 10%
Other non-current assets/liabilities (2,991) -2.55% (2,495) -3.68% (496) 20%
T o tal uses 117,253
117,253
100.0 0%
0% 0%
67,849 10 0.00% 10 0.00%0.00% 49,404 73%
Short-term financial liabilities 185 0.16% 276 0.41% (91) -33%
Financial (assets)/liab. from/to Group companies 130
,000
110.87% 50,000 73.69% 80,000 160%
Cash and cash equivalents (96,912) -82.65% (64,500) -95.06% (32,412) 50%
Net Financial debt (A) 33,273 28.38% (14,224) -20.96% 47,497 -334%
Net equity (B) 83,980 71.62% 82,073 120.96% 1,907 2%
T o tal sou rces o f fu nds (C=A+ B)
T o tal sou
fu
B)
117,253
117,253 117,253
100.0 0% 0% 0% 67,849 10 0.00% 10 0.00% 49,404 73%

Operating net working capital as at 30 June 2016 was equal to 66.6 million euro compared to 16.3 million euro as at 31 December 2015.

Net financial position as at 30 June 2016, was negative by 33.3 million euro, compared to a cash surplus of 14.2 million euro as at 31 December 2015. The impact of 'without-recourse' sale of both trade receivables and advancing cash-in of credits was approx. 101 million euro (approx. 140 million euro as at 31 December 2015).

C) Separate income statement by legal e statement entity

Find below the separate income statement showing the contribution of each legal entities as considered significant:2

2 The companies V-Valley S.r.l., as just an Esprinet S.p.A. 'commission sales agent' and Esprinet Portugal Lda because set up in June 2015 and not yet significant, are not showed separately.

H1 2016
Italy Iberian Pen.
(euro/000) $E.Spa + V -$
Valley
Celly* EDSIan Elim.
and
other
Total E.Iberica
۰
E.Portugal
Elim.
and
other
Group
Sales to third parties 901,124 11.944 14,398 927,466 317,509 1,244,975
Intersegment sales 24,784 764 319 (1,660) 24,207 (24, 207)
Sales 925,908 12,708 14,717 (1,660) 951,673 317,509 (24, 207) 1,244,975
Cost of sales (875, 715) (6,760) (12, 545) 1,717 (893, 303) (304, 827) 23,917 (1,174,213)
Gross profit 50,193 5,948 2,172 57 58.370 12,682 (290) 70,762
Gross Profit % 5.42% 46.81% 14.76% 6.13% 3.99% 5.68%
Other incomes 2,677 2,677 2,677
Sales and marketing costs (14, 674) (3,634) (1, 354) 5 (19.657) (3,190) (17) (22, 864)
Overheads and admin. costs (26.985) (1,770) (1,001) 1 (29, 755) (6,530) 21 (36, 264)
Operating income (Ebit) 8,534 544 2,494 63 11,635 2,962 (286) 14,311
EBIT % 0.92% 4.28% 16.95% 1.22% 0.93% 1.15%
Finance costs - net (1, 101)
Share of profits of associates 1
Profit before income tax 13,211
Income tax expenses (2,853)
Net income 10.358
- of which attributable to non-controlling interests 89
- of which attributable to Group 10,269
H1 2015
Italy Iberian Pen.
(euro/000) E.Spa
+ V-Valley
Elim.
Celly*
Total
and
other
E. Iberica +
E. Portugal
Elim.
and
other
Group
Sales to third parties 939,662 11,830 951,492 284,896 1,236,389
Intersegment sales 22,443 $\qquad \qquad \blacksquare$ (667) 21,776 (21,776)
Sales 962,105 11,830 (667) 973,268 284,896 (21,776) 1,236,389
Cost of sales (905, 550) (5,860) 626 (910, 784) (271, 475) 21,735 (1,160,524)
Gross profit 56,555 5.970 (41) 62,484 13,421 (41) 75,865
Gross margin % 5.88% 50.46% 6.42% 4.71% 6.14%
Sales and marketing costs (14, 186) (4,781) 26 (18, 941) (2,936) (91) (21, 968)
Overheads and admin. costs (24, 714) (2, 371) (9) (27,094) (5.993) 99 (32,988)
Operating income (Ebit) 17,655 (1, 182) (24) 16,449 4,492 (33) 20,909
EBIT % 1.84% $-9.99%$ 1.69% 1.58% 1.69%
Finance costs - net (2, 135)
Share of profits of associates (4)
Profit before income tax 18,770
Income tax expenses (5,527)
Net income 13,243
- of which attributable to non-controlling interests (337)
- of which attributable to Group 13,580

* Consisting of Celly S.p.A., Celly Nordic OY, Celly Swiss S.a.g.l. and Celly Pacific Limited.

3. Sales by product family and customer type

(euro/mi llio n) H1
20 16
% H1
20 15
% %
Var.
Q2
20 16
% Q2
20 15
% %
Var.
Dealers 356.5 28.6% 352.0 0.3 1.3% 178.0 28.3% 163.1 26.4% 9.1%
GDO/GDS 292.7 23.5% 291.5 0.2 0.4% 149.3 23.7% 157.2 25.4% -5.0%
Vars 239.6 19.2% 230.0 0.2 4.2% 125.6 19.9% 111.7 18.1% 12.4%
Office/Consumables dealers 181.2 14.6% 211.6 0.2 -14.4% 89.0 14.1% 108.5 17.5% -18.0%
Shop on-line 111.3 8.9% 96.2 0.1 15.7% 60.3 9.6% 54.7 8.8% 10.3%
Sub-distributors 63.7 5.1% 55.1 0.0 15.7% 27.4 4.4% 23.6 3.8% 16.2%
Group Sales
Group Sales
1, 245.01, 245.0
1, 245.0
100 % 1,236. 4 1,236. 4 4 10 0% 1% 629. 6 10 0 % 6 10 0 % 6 18.8
6 18.8
10 0 %
10 0 %
2%
(eu ro /mi llio n) H1
20 16
% H1
2015
% %
Var.
Q2
20 16
% Q2
20 15
% %
Var.
PCs - notebooks 271.4 21.8% 240.0 19.4% 13% 137.1 21.8% 118.0 19.1% 16%
TLC 194.0 15.6% 243.3 19.7% -20% 91.9 14.6% 128.3 20.7% -28%
PCs - desktops and monitors 137.3 11.0% 121.8 9.9% 13% 66.8 10.6% 56.8 9.2% 18%
Consumables 116.8 9.4% 124.9 10.1% -7% 59.5 9.4% 58.7 9.5% 1%
Consumer electronics 118.8 9.5% 115.9 9.4% 2% 60.5 9.6% 59.7 9.6% 1%
PCs - tablets 90.7 7.3% 85.0 6.9% 7% 51.7 8.2% 39.5 6.4% 31%
Storage 58.3 4.7% 60.2 4.9% -3% 27.8 4.4% 29.1 4.7% -5%
Peripherical devices 60.7 4.9% 59.0 4.8% 3% 30.2 4.8% 28.1 4.5% 7%
Software 58.4 4.7% 51.3 4.1% 14% 29.0 4.6% 24.5 4.0% 18%
Networking 41.8 3.4% 23.5 1.9% 78% 27.4 4.4% 12.9 2.1% 113%
Servers 27.0 2.2% 22.8 1.8% 18% 13.4 2.1% 11.5 1.9% 16%
Services 12.4 1.0% 9.7 0.8% 28% 5.9 0.9% 4.7 0.8% 25%
Other 57.5 4.6% 79.0 6.4% -27% 28.5 4.5% 47.0 7.6% -39%
Group sales
Group sales
1, 245. 0
245. 0
10 0%
10 0%
1, 236 .4
236 .4
10 0%
10 0%
1% 6 29. 6 100 %
100 %
6 18.8
18.8
100 % 2%

The sales analysis by customer type shows an improvement as compared to the first half 2015, for 'Shop on-line' channel (+16%) and 'Sub-distribution' channel (+16%), as well as in large business customers (VAR-Value Added Reseller, +4%) and in small-medium business customers ('Dealer', +1%), while 'GDO/GDS' channel showed substantially flat performance. 'Office/consumables dealers' channel showed a decrease of -14%.

A growth can be highlighted also in the second quarter, always driven by 'Sub-distribution' channel (+16%) and 'Shop-online' (+10%), as well as by a more relevant improvement in the large business customers ('VAR-Value Added Reseller', +12%) and in small-medium business customers ('Dealer', +9%). However both 'Office/consumables' channel and 'GDO/GDS' channel showed a decrease of - 18% and -5% respectively.

The analysis by products highlights a relevant increase in 'Networking' category (+78%). The categories 'Services' (+28%), 'PC notebook' (+13%), 'Pc – desktop & monitor' (+13%), 'software' (+14%) and 'server' (+18%) show positive results, as opposed to the negative trend of 'TLC' (-20%), 'Storage' (-3%) and 'Consumables' (-7%).

The second quarter shows similar trends.

Significant events occurred in the period

The significant events occurred during the period are hereby described:

Shareholders' agreement signed

On 23 February 2016 Francesco Monti, Paolo Stefanelli, Tommaso Stefanelli, Matteo Stefanelli, Maurizio Rota and Alessandro Cattani, disclosed that they entered into a shareholders' voting and blocking agreement (the 'Agreement'), in relation to no. 16,819,135 ordinary shares of Esprinet S.p.A. ('Esprinet' or the 'Company'), representing 32.095% of the entire share capital of the Company. The abovementioned agreement, in its integral version, was communicated to Consob and filed with the Companies' Register of Monza and Brianza on 24 February 2016.

Purchase of EDSLan

On 24 March 2016, Esprinet S.p.A. created a new company, EDSlan S.r.l., which completed the acquisition of EDSLan S.p.A. on 8 April 2016.

EDSLan, the 11th largest Italian distributor in 2015, was founded in 1988, was headquartered in Vimercate (Italy), and had 8 branch offices, 94 employees, and around twenty sales agents and consultants.3

It is well-known as a leading distributor in the networking, cabling, Voip and UCC-Unified Communication & Collaboration segments. Its main suppliers include Hewlett Packard Enterprise Networking, Aruba Networks, Huawei Enterprise, Brocade Networks, Alcatel-Lucent Enterprise, Watchguard, Allied Telesis Panduit, CommScope, Audiocodes and Panasonic.

In 2015, the acquired business served about 3,000 customers such as 'VAR-Value Added Resellers', system integrators, telco resellers and TelCos, as well as installers and technicians.

The deal gives a boost to the Esprinet Group strategy of focusing on the 'complex technologies' market managed through V-Valley S.r.l., thus reinforcing some segments the Group is already operating in (Networking and UCC - EDI) as well as penetrating new 'analog' markets such as cabling, phone control units, video-conference systems and measuring instruments.

In 2015 sales of the purchased business were about 72.1 million euro4 , with an EBITDA5 of 2.2 million euro.

The price paid, amounting to 7.8 million euro, generated an income of 2.7 million euro.

Disposal of shares in Assocloud S.r.l.

On 28 April 2016, Esprinet S.p.A. sold its shares (equal to 9.52% of the total share capital) in the associated company Assocloud S.r.l., operating in the 'cloud computing' business, to the company SME UP S.p.A.. At the same date, the latter also acquired the shares from 8 of the 9 remaining shareholders. The disposal value was equal to the equity value as reported in the latest financial statements approved as at 31 December 2015.

Esprinet S.p.A. Annual Shareholders Meeting

On 4 May 2016 Esprinet Shareholders' meeting approved the separated financial statements for the fiscal year ended at 31 December 2015 and the distribution of a dividend of 0.150 euro per ordinary share, corresponding to a pay-out ratio of 26%.6

3 Source: Sirmi, January 2016

4 Source: management estimates on preliminary 2015 data, net of the trading activities of the 'merchandising' division, which are not included in the deal.

5 Source: management estimates on preliminary 2015 data, net of the trading activities of the 'merchandising' division, which are not included in the deal.

6 Based on Esprinet Group's consolidated net profit

The dividend payment was scheduled from 11 May 2016, ex-coupon no. 11 on 9 May 2016 and record date on 10 May 2016.

Shareholders' Meeting also approved the first section of the report on remuneration pursuant to paragraph 6 art. 123-ter decree law 58/1998.

The Shareholders' Meeting finally resolved to authorise, subject to prior revocation of former authorization resolved on the Shareholder's Meeting of 30 April 2015, the acquisition and disposal of own shares, within 18 months since the resolution, provided that any such purchase does not exceed the maximum of 5,240,434 ordinary Esprinet shares (10% of the Company's share capital).

Relationship with related parties

Group operations with related parties have been defined as per IAS 24 and were effected in compliance with current laws and according to mutual economic advantage.

Any products sold to individuals were done so under the same conditions as those usually applied to employees.

Operations among the parent company Esprinet S.p.A. and its subsidiaries included in the consolidation area were excluded from the interim consolidated financial statements and therefore they are not quoted in this section.

During the period, relationships with related parties consisted essentially in the sale of products and services at market conditions between Group's entities and companies where the key management personnel or shareholders of Esprinet S.p.A. play important roles.

Relationships with key managers consisted in the compensation awarded for services rendered by the same.

Achieved sales are related to the sales of consumer electronic products to business and private customers at market condition.

Services received mainly refer to leasing agreements entered into at market conditions in previous years with the real estate companies, Immobiliare Selene S.r.l. in the case of the Cambiago (MI) logistics site and M.B. Immobiliare S.r.l. in the case of the Cavenago (MB) logistics site, respectively.

As shown in the previous table, the total value of the aforementioned transactions is not material compared to the total volume of the Company's activities, however.

Balances of the statement of financial position and of income statements deriving from operations with related parties are summarised in the 'Notes to income statement'.

It should be noted that, in the first half of this year, there were no transactions of 'greater importance' as defined by the 'Procedure for the discipline of Transactions with Related Parties', approved by the Board of Directors of Esprinet S.p.A. in compliance with Consob resolution no. 17221 of 12 March 2010, as amended, which came into force on 1 January 2011.

Main risks and uncertainties

Esprinet Group activities are exposed to risk factors able to influence its economic and financial situation.

The Group identifies, assesses and manages risks in compliance with internationally recognised models and techniques such as the 'Enterprise Risk Management - Integrated Framework (CoSo 2).

The identification of key risks has enabled their classification in the following categories:

  • strategic risks;
  • operational risks;
  • compliance risks;

  • financial risks.

A brief description of the main risks follows for each category identified, along with the response actions implemented or planned to keep risk levels within acceptable thresholds for the Group.

Strategic risks: criticality in the ability to plan risks: and implement strategies in a systematic and coordinated fashion, inadequate response to unfavourable macro-economic scenarios, inadequate response to changes in customers' and suppliers' needs, inadequate management of the analysis/reaction process to price dynamics (deflationary events).

Protection against strategic risks is usually linked to the quality of strategic planning processes and to the generation of new ideas and/or the validation of existing management models, to the frequency and effectiveness of business reviews and to the availability of competitive analysis methods and tools.

Operating risks: interruption of logistic and stora risks: ge services, dependency on IT and 'web' systems as well as from key vendors, inefficient management of stocks and warehouse turnover.

Operational risks are typically defended against by a mixture of rules and procedures aimed at guaranteeing adequate prevention from risky events, as well as by insurance tools and business continuity and disaster recovery plans aimed at minimizing any possible financial impact of the risky events.

Compliance risks: violation of laws, rules and regu Compliance lations, including tax ones, which govern the Group operations (please see under 'Non-current provisions and other liabilities' paragraph in the 'Notes to the condensed half-yearly consolidated financial statements' in this report).

These risks are mainly guarded against by an external structure made up of professionals who also guarantee that internal administrative resources are updated on new laws and regulations of any possible interest to the Group.

Financial risks: credit risk and liquidity risk. Cr risks: edit risk management strategies are as follows:

  • in the case of cash and cash equivalents and financial derivatives, by the choice of leading national and international banks;
  • in the case of trade receivables, within the limits of the credit negotiated and with the aim of optimizing the balance of costs and benefits, by the transfer of the risk to leading insurance and/or factoring firms, as well as the application of special checking procedures regarding the assignment and periodical revision of lines of credit to customers, besides the requirement of collateral in the case of customers whose ratings are insufficient to guarantee operations.

Liquidity risk management hinges on cash-flow planning and also on the maintenance of consistent amounts of unused lines of credit in Italy and in Spain of a mainly self-liquidating nature, aided by a conservative financial policy favouring stable financing sources including that for financing working capital.

Other significant information

1. Research and development activities

The research and development of IT and 'web' activities are related to the definition and planning of new processes and services referred to the IT platform used by the Group, which is at customers and suppliers disposal for information communication as well as for the management of sales and purchase orders process. These costs were entirely recorded in the income statement, mainly among the costs of respective departments.

2. Number and value of own shares

At the closing date of the current financial report, Esprinet S.p.A. held 646,889 own shares, representing 1.23% of the share capital.

These consist of 31,400 residual own shares purchased in 2007 (fulfilling the Shareholder Meeting resolution dated 26 April 2007) at a unit price of 11.06 euro gross of commissions, fully held at prior year end date.

The remaining 615,489 ordinary shares were bought pursuant to the Shareholder Meeting's resolution dated 30 April 2015 in the period between 22 July 2015 and 4 September 2015, at an average unit price of 7.79 euro, gross of commissions.

3. Atypical and/or unusual operations

No atypical and/or unusual events or operations according to the definition as per Consob communication No. DEM 6064293 of 28 July 2006 occurred during the period.

4. Share incentive plans

Upon the presentation of the 2014 consolidated financial statements to the Esprinet Shareholders' Meeting on 30 April 2015, the share incentive plan ('Long Term Inventice Plan'), approved by the Esprinet Shareholders' Meeting on 9 May 2012 and addressed to the members of the Board of Directors and the executives of the Company, came to maturity.

Subject to achieving revenue targets for the Group within the 3-year period 2012 - 2014 as well as to a service condition up to the presentation date of the consolidated financial statement 2014, the plan provided for the allotment of a maximum of 1,150,000 rights of free stock grants of Esprinet S.p.A. ordinary shares.

On 19 May 2015 following the full achievement of the revenue objectives, no. 1,150,000 shares already available by the issuer have been delivered to the beneficiaries.

As a consequence, the equity reserve in which all costs were recorded during the vesting period was released as regards the delivered shares.

Within the scope of share incentive policies aimed at strengthening the loyalty of executives deemed essential for the purpose of achieving the Group operating targets, on 30 April 2015 Esprinet Shareholders' Meeting approved a new compensation Plan ('Long Term Incentive Plan') for the benefit of the members of the Board of Directors and executives, as proposed by the Remuneration Committee. Such plan will apply for the 3-year period 2015-17 with the purpose of granting a maximum of 1,150,000 rights of free stock grants of Esprinet. S.p.A. ordinary shares.

646,889 of the abovementioned free subscription rights were granted on 30 June 2015 and are conditional upon the achievement of some Group revenue targets in the 2015-17 period and the beneficiary being still employed by the Group at the date of the presentation of the Group's 2017 consolidated financial statements to the Esprinet Shareholder Meeting.

Further information can be found in the 'Notes to the Condensed Half-yearly Consolidated Financial Statement' – paragraph 'Group Personnel costs'.

5. Business combination

Purchase Purchaseof EDSLan S.r.l.. of S.r.l..

Consistently with strategic process aimed at focusing on core business and penetrating highprofitability segments, on 8 April 2016, EDSlan S.r.l., established by Esprinet S.p.A. on 24 March 2016, completed the acquisition of the distribution business referring to the networking, cabling, Voip and UCC-Unified Communication & Collaboration sectors from the pre-existing company EDSlan S.p.A.

The asset deal, effected through the acquisition method, determined a 2.7 million euro gain, referred to the acquisition spot price (7.8 million euro) net of the assets and liabilities of the acquired company at 'fair value', as reported in the table below:

(euro/000) Fair value
EDSlan
08/04/2016
Fixed, intangible and financial assets 363
Deferred income tax assets 14
Receivables and other non-current assets 16
Inventory 6,668
Trade receivables 29,006
Other current assets 130
Cash and cash equivalents 3
Long-term financial liabilities (1,229)
Retirement benefit obligations (632)
Other non current liabilities (413)
Trade payables (13,286)
Other current liabilities (2,124)
Short-term financial liabilities (8,033)
Net assets fair value 10,483
Provisional goodwill (1) (2,677)
Cash paid 7,806

(1) The gain from the business combination transaction may be revised within 12 months from the transaction date, as allowed by the IFRS3 accounting standard.

The acquisition contract provides for the usual seller guarantees relating to any future liabilities arising from events preceding, but not known at, the transaction date.

Since no other potential losses or significant or measurable adjustments were detected in the assets and liabilities acquired, except for the abovementioned ones, the lower spot compensation compared to the net fair value of those assets and liabilities was entirely entered as an income by virtue of the cost-effectiveness of the transaction.

Fair value of receivables, which are all short-term in nature, represents the expected recoverable value from the customers and includes a 1.2 million euro bad debt provision.

Transaction costs, equal to 0.1 million euro in 2016, were entered in the income statement under overheads & administrative costs and are included in the cash flow provided by operating activities in the cash flow statement, to which reference is made.

The net cash flow from the asset deal was equal to 17.1 million euro, as shown in the following table:

(euro/000) Fair value
EDSlan
08/04/2016
Cash and cash equivalents 3
Short-term financial liabilities (8,033)
Long-term financial liabilities (1,229)
Net financial debts acquired (included in cash flows from investing activities) (9,259)
Cash paid (7,806)
Net cash outflow on acquisition (17,065)

Finally, from the date of the asset deal from the pre-existing company EDSlan S.p.A., corresponding to the actual start of business by EDSlan S.r.l., the latter contributed 14.7 million euro to revenues and 2.5 million euro to the Group's net income. If the acquisition had taken place at the beginning of the year, EDSlan S.r.l. would have contributed approx. 34.2 million euro to revenues and approx 2.7 million euro to net income.

6. Net equity and result reconciliation between Group and parent

company.

In compliance with Consob communication no. DEM/6064293 of 28 July 2006 the reconciliation between Group net equity and result of the period together with the relative data of the parent company, Esprinet S.p.A., is illustrated in the table below:

Net income/(loss) income/(loss) Equity
Equity
(euro/000) 30/06/2016
30/06/2016
30/06/2015
30/06/2015
30/06/2015
30/06/2016
30/06/2016
30/06/2016
31/12/2015
31/12/2015
Esprinet S.p.A. separate financial statements
financial statements
5,537
5,537
10,906 293,250 293,250 293,250 294,968
Consolidation adjustments:
Net equity and result for the year of consolidated companies,
net of minority interests
4,875 2,387 99,357 87,924
Esprinet S.p.A. 's investments in consolidated subsidiaries
carryng amount
- - (92,274) (85,688)
Goodwill from Esprinet Iberica S.L.U. business combination - - 1,040 1,040
Goodwill from Celly S.p.A. business combination - - 4,153 4,153
Adjustment to equity value of associated companies - (5) - 0
Deletion of non-realised (profit)/loss on inventory, net of fiscal
effect
(153) (39) (406) (252)
Option on 40% Celly shares 98 (6) (5,309) (5,407)
Other movements - - 867 867
Consolidated net equity 10,358
10,358
13,243
13,243
300,679 300,679 297,605

Outlook and main risk factors in the second half of the year

In the first half 2016, the distribution industry generated revenues for approx. 29.31 billion euro, up slightly (+0.7%) with respect to 29.11 billion euro in the first half 2015, as measured by the English company, Context (July 2016), with reference to a distributors panel representative of the general trend. In particular, while the year-on-year comparison is negative (-0.9%) in the first quarter, it becomes positive (+2.3%) in the second quarter mainly thanks to UK results.

Being the first market in Europe, UK accounts for the biggest share in results growing by 7% to 6.35 billion euro, while the German distribution market (the second largest in Europe) remained stable at 6.13 billion euro.

The French market records a negative result (-4% year-on-year) as compared with the first half 2015, together with Italy, Poland and Scandinavian Peninsula.

In the first half of 2016 the Italian distribution market (source: Context July 2016) decreased by - 0.5% compared with the same period in 2015. Performance analysis by quarter reveals a y-o-y decrease of -0.1% and of -1% in the first and second quarter respectively.

Negative industry results are affected by TLC sector (the second largest contributor to distributors sales), down -18% (9.4 million euro) compared with the first half of 2015. Notebooks, which account for the largest share of distributors sales (21% as compared to 20% of the first half of 2015), grow by +4% (+24 million euro), mainly due to the result achieved in the month of June (+11 million euro), while desktop and software sectors are both stable. Printers (-2%) and components (-7%) show negative results.

During the first six months of 2016, the Spanish distribution market (source: Context, July 2016) grew by +4% compared to the same period in 2015. Performance analysis by quarter reveals a y-o-y increase of +1.9% and of +6% in the first and second quarter respectively.

In Spain TLC sector was also negative (down from third to fourth position as a contributor to distributors sales) showing a decrease of -9% (-13 million euro) compared with the first half of 2015. Notebooks, which account for the largest share of distributors sales, grew by +2% (+10 million euro), followed by 'software' (up by +14%, +29 million euro) and 'consumables' (+4%).

Storage and desktops changed by -5% and -2% respectively. Among minor categories with respect to revenues, wireless networking and audio video systems reported a robust growth.

Even in the second half, Esprinet Iberica increased its market share, gaining approx. +3 points in the first quarter and +0.5 points in the second one.

Taking into account the completed acquisition of the distributor Vinzeo Technologies, Esprinet Group reached the first position in the Spanish distribution market as well.

In the second quarter of 2016, net of the acquisitions completed by the Esprinet Group in April-June period (EDSlan in Italy and Vinzeo in Spain), revenues suffered a further reduction compared to the second quarter of 2015. The slowdown was mainly concentrated in Italy particularly in the mobile phone segment, which on the contrary recorded high volumes in 2015.

For the second half of the year, in absence of further deterioration of the economic situation and of unpredictable events, the management expect an improvement in revenue trend, expecting FY 2016 organic sales basically in line with the previous year. Considering the effects of the consolidation of the acquisitions, management foresees total revenue around 3 billion euro.

As per profitability, the strong pressure on product margin percentages continues, mainly in Italy, due both to the current 'de-stocking' process, especially focused in the mobile phone segment much more than in the notebook one, and to the strong 'price-competition' of some competitors preferring to defend their market share in the short term rather than to achieve satisfying level of profitability. A more specific effect of the margin reduction is evident on the segment of Consumables (toner and ink), that, mainly in Italy, has been facing with the high levels of 2015 as a result of the strong appreciation of the dollar in the first part of 2015.

The upward dynamics of costs was mainly influenced by the 'one-off' expenses related to both acquisitions and investments in production capacity to support future growth plans, which will be described in the Group business plan to be presented to the financial community in the upcoming weeks.

Vimercate, 15 September 2016

Of behalf of the Board of Directors The Chairman Francesco Monti

Consolidated statement of financial position

The table below shows the consolidated statement of financial position drawn up according to IFRS principles, together with the information required pursuant to Consob Resolution No. 15519 of 27 July 2006:

(eu ro /0 0 0) No tes
tes
30 /06 /20 16
/06 /20
related
parties*
31/12/201 5 related
parties*
ASSETS
No n-cu rrent assets
Property, plant and equipment 1 13,715 12,130
Goodwill 2 75,246 75,246
Intangible assets 3 757 664
Investments in associates 5 39 47
Deferred income tax assets 6 8,551 8,347
Receivables and other non-current assets 9 6,476 1,286 7,345 1,285
1 04,784 1,286 10 3,779 1,285
Cu rrent assets
Inventory 10 335,025 305,455
Trade receivables 11 259,901 6 251,493 13
Income tax assets 12 2,457 3,490
Other assets 13 22,141 - 17,509 -
Cash and cash equivalents 17 115,138 280,089
734,6 62 6 858,036 13
Dispo sal grou ps assets
sal grou ps assets
48
48
- -
T o tal assets 839 ,446 1,292 9 61 ,815 1,298
EQUITY
Share capital 19 7,861 7,861
Reserves 20 281,669 258,626
Group net income 21 10,269 30,321
Gro u p net equ ity 29 9 ,799 29 6, 80 8
No n-co ntro lli ng interests 880 797
T o tal equ ity 30 0 ,6 79 29 7, 60 5
29 7, 60 5
LIABILITIES
No n-cu rrent l iabil iti es
Borrowings 22 57,216 65,138
Derivative financial liabilities 23 315 224
Deferred income tax liabilities 24 5,294 4,757
Retirement benefit obligations 25 4,922 4,044
Debts for investments in subsidiaries 49 5,091 5,222
Provisions and other liabilities 26 2,872 2,495
75,710 81, 880
Cu rrent l iabil iti es - -
Trade payables 27 358,928 522,436
Short-term financial liabilities
Income tax liabilities
28 72,783
860
29,314
751
29
Derivative financial liabilities
Provisions and other liabilities
30
32
246
30,240
- 195
29,634
-
463,0 57 - 582,330 -
Dispo sal grou ps li abili ties
sal grou ps
ties
34
34
- -
T o tal li abili ties 538,767 - 66 4,210 -
T o tal equ ity and l iabil iti es 839 ,446 - 9 61 ,815 -

(*) For further details on related parties, see the related section in the 'Interim Directors' Report on Operations'.

Consolidated separate income statement

Below is the consolidated separate income statement, showing revenues by 'function' in accordance with the IFRS, complete with the additional information required under CONSOB decision number 15519 of 27 July 2006:

H1 non - related H1 non - related
(euro/0 0 0 )
)
Notes
Notes
2016 recurring parties* 20 15 recurring parties*
Sales 33
33
1, 244,9 75
1, 244,9 75
- 4 1, 236, 389 - 3
Cost of sales (1,174,213) - - (1,160,524) - -
Gro ss pro fi t
t
35
35
70 ,762
70 ,762
- 75, 865 -
Other income 50 2,677 2,677 - -
Sales and marketing costs 37 (22,864) - - (21,968) - -
Overheads and administrative costs 38 (36,264) (1,255) (1,893) (32,988) (657) (1,683)
Operati ng i ncome (EBIT )
ncome
)
14, 311 1,422 20 , 9 0 9 (657)
Finance costs - net 42 (1,101) - 2 (2,135) - 6
Other investments expenses/(incomes) 43 1 - (4) -
P ro fi t before i nco me tax
P
before i
tax
13, 211
211
1,422 18, 770 (657)
Income tax expenses 45 (2,853) (258) - (5,527) 228 -
Net i nco me 10 , 358 1,164 13, 243 (429)
- of which attributable to non-controlling interests 89 (337)
- of which attributable to Group 10,269 1,164 13,580 (429)
Earnings per share - basic (euro) 46 0.20 0.26
Earnings per share - diluted (euro) 46 0.20 0.26
Q2 non - Q2 non - related
(euro/00 0)
(euro/00 0)
Notes
Notes
20 16 recurring related parties* 2015 recurring parties*
Sales 33
33
629 ,551
629 ,551
- 3 618,839 - (1)
Cost of sales (592,460) - - (580,604) - -
Gross profit
Gross profit
35
35
37, 09 1
37, 09 1
- 38,235 -
Other income 50 2,677 2,677 - -
Sales and marketing costs 37 (12,597) - - (10,978) - -
Overheads and administrative costs 38 (19,096) (1,255) (955) (16,482) (657) (841)
Operati ng i ncome (EBIT)
Operati
i
(EBIT)
8, 075
8, 075
1,422 10, 775 (657)
Finance costs - net 42 (808) - 2 (557) - 3
Other investments expenses/(incomes) 43 1 - - -
Profi t before i ncome tax 7, 268 1,422 10, 218 (657)
Income tax expenses 45 (1,155) (258) - (3,239) 228 -
Net inco me 6, 113 1,164 6 ,9 79 (429)
- of which attributable to non-controlling interests 50 (184)
- of which attributable to Group 6,063 1,164 7,163 (429)
Earnings per share - basic (euro) 46 0.12 0.13
Earnings per share - diluted (euro) 46 0.12 0.14

(*) Excludes fees paid to executives with strategic responsibilities. Further information on operation with Related Parties can be found in the relevant section in the 'Interim Directors' Report on Operations'.

Consolidated statement of comprehensive income

H1 H1 Q2 Q2
(eu ro /0 00) 201 6
6
2015
2015
201 6 201 5
Net i nco me 10 ,358 13,243
13,243
6,11 3 6,979
Other comprehensive income:
- Changes in 'cash flow hedge' equity reserve (120) (14) (7) 131
- Taxes on changes in 'cash flow hedge' equity reserve 33 4 2 (36)
- Changes in translation adjustment reserve 2 (10) (1) (19)
Other comprehensive income not to be reclassified in the separate income statement
- Changes in 'TFR' equity reserve (245) 215 (45) 324
- Taxes on changes in 'TFR' equity reserve 47 (59) (8) (89)
Other co mprehensi ve i nco me (283)
(283)
1 35
35
(59) 31 0 31 0
T o tal co mprehensi ve i nco me 1 0,075 13,378
13,378
6,054 7,28 9
- of which attributable to Group 9,990 13,713 6,007 7,477
- of which attributable to non-controlling interests 85 (335) 47 (188)

Consolidated statement of changes in net equity

(eur o/00 0) Sh are
c apital
Reserves Own
sh ares
P rofit for
the
perio d
To tal net
equ ity
Min or ity
interest
Gr ou p n et
equ ity
Balanc e at 31 December 201 4
31 December 201 4
7, 1
7, 86 1
253,268 253,268 (13,0 70) 70) 70) 26 ,813 ,813 274,872 274,872 2,1 93 93 272,679 272,679
T otal c ompr eh ensive in co me/(l oss)
co
ensive
oss)
-
-
1 35
1 35
-
-
13,243
13,243
13,378 13,378 (335) 1 3,713 1 3,713
Allocation of last year net income/(loss) - 20,410 - (20,410) - - - -
Dividend payment - - - (6,403) (6 ,40 3) ,40 3)3) - (6 ,403) ,403)
T ransaction s with own ers
s with
ers
- 20,410 - (26 ,813) ,813),813) (6 ,40 3) ,40 3)3) - (6 ,403) ,403)
Increase/(decrease) in 'stock grant' plan reserve - 304 - - 30 4
30 4
- 30 4 30 4
Assignment of Esprinet own shares - (12,723) 12,723 - - - - - -
Other variations - 13 - - 1 3 1 3 (22) 35 35
Balanc e at 30 Ju ne 20 15
30
ne
15
7, 86 1
7, 86 1
26 1,407 26 1,407 (347) 13,243 13,243 282,16 4 282,16 4 1,836 1,836 280 ,328 280 ,328
Balanc e at 31 December 201 5
31 December 201 5
7, 86 1
7, 86 1
264,848 264,848 (5,145) (5,145)(5,145) 30 ,0 41 30 ,0 41 297, 60 5
297, 60 5
797
797
-
296 ,80 8 296 ,80 8
T otal c ompr eh ensive in co me/(l oss)
co
ensive
oss)
-
-
(283)
(283)
- - 10 ,358 10 ,358 10 ,075 ,075 85 85 9 ,99 0 0
Allocation of last year net income/(loss) - 22,277 - (22,277) -
-
- - -
Dividend payment - - - (7,764) (7,76 4) 4) - (7,76 4)
T ransaction s with own ers
s with
ers
-
-
22,277
22,277
- (30 ,0 41) (30 ,0 41)41) (7,76 4) (7,76 4) - - (7,76 4) (7,76
Change in 'stock grant' plan reserve - 771 - - 771
771
- 771 771
Other variations - (8) - - (8) (2) (6)
Balanc e at 30 Ju ne 20 16
30
ne
16
7, 1
7, 86 1
287,6 05 287,6 05 (5,145) (5,145)(5,145) 10 ,358 10 ,358 30 0 ,679
0 ,679
880
880
299 ,79 9 299 9

Consolidated statement of cash flows7

(euro/0 00 ) H1
20 16
16
H1
201 5
201 5
Cash flo w pro vided by (used i n) o perati ng activities (D=A+ B+ C)
s
C)
(1 70 ,628)
(1
(1 70 ,628)
,628)
(148,455)
(148,455)
Cash flo w generated fro m operations (A) 14,150 22,285
Operating income (EBIT) 14,311 20,909
Income from business combinations (2,677) -
Depreciation, amortisation and other fixed assets write-downs 1,836 1,599
Net changes in provisions for risks and charges (36) (281)
Net changes in retirement benefit obligations (55) (246)
Stock option/grant costs 771 304
Cash flo w pro vided by (used i n) c hanges in wo rki ng capital (B)
capital (B)
(183,151) (183,151)
(183,151)
(16
(16 4,287)
Inventory (22,902) (74,664)
Trade receivables 20,598 44,253
Other current assets (1,400) (4,831)
Trade payables (176,913) (130,663)
Other current liabilities (2,534) 1,618
Other c ash flo w pro vided by (used in) o perati ng activities (C)
ivities (C)
(1 ,626)
,626) ,626)
(6,453)
Interests paid, net (378) 142
Foreign exchange (losses)/gains 130 (1,207)
Net results from associated companies 9 (1)
Income taxes paid (1,387) (5,387)
Cash flo w pro vided by (used i n) i nvesting acti viti es (E) (19 ,76 0)
,76 0)
(2,856 )
(2,856
Net investments in property, plant and equipment (3,034) (2,553)
Net investments in intangible assets (117) (351)
Changes in other non current assets and liabilities 456 48
EDSlan business combination (17,065) -
Cash flo w pro vided by (used i n) financi ng activities (F) 25,436 (13,477)
(13,477)
Repayment/renegotiation of medium/long-term borrowings (9,387) (1,707)
Net change in financial liabilities 44,110 (5,406)
Net change in financial assets and derivative instruments (1,523) 393
Deferred price Celly acquisition - (61)
Option on 40% Celly sharesd - 68
Dividend payments (7,764) (6,403)
Increase/(decrease) in 'cash flow edge' equity reserve (87) (10)
Changes in third parties net equity 87 (351)
Net i ncrease/(dec rease) in cash and cash equ ival ents (G=D+ E+ F)
s (G=D+ E+ F)
(164,951)
(164,951)
(164,951)
(16 4,788)
(16 4,788)
Cash and c ash equivalents at year-begi nni ng 280, 089 225,1 74
Net i ncrease/(dec rease) in cash and cash equ ival ents (164,951)
(164,951)
(16 4,788)
(16 4,788)
Cash and c ash equivalents at year-end 115,138 6 0,386
6 0,386

7 Effects of relationships with related parties are omitted as non significant.

Notes to the condensed half-yearly consolidated financial

statements

1. Contents and format of the consolidated financial statements

1.1 Regulations, accounting principles and valuation criteria

The Esprinet Group consolidated half-yearly financial report as at 30 June 2016 was drawn up in accordance with Article 154-ter (Financial Reports), paragraph 2, of Legislative Decree No. 58/1998 (T.U.F. – Finance Consolidation Act) as well as Consob Communication No. DEM/6064293 of 28 July 2006 ('Information notice concerning Italian listed companies pursuant to Article 114, paragraph 5, Legislative Decree No. 58/98') and includes:

  • the interim directors' report on operations;
  • the condensed half-yearly consolidated financial statements;
  • the declaration foreseen by article 154-bis, paragraph 5 of the T.U.F..

The condensed half-yearly consolidated financial statements have been drawn up in compliance with IFRS - International Financial Reporting Standards -, using the same accounting principles used in the Consolidated Financial Statements as at 31 December 2015 and with special reference to the provisions of IAS 34 'Interim Financial Reporting' – pursuant to which they have been drafted in condensed form.

They do not include all the supplementary information required in the annual financial statements, therefore, they should be read together with the consolidated financial statements of the Esprinet Group as at 31 December 2015.

The condensed half-yearly consolidated financial statements of 30 June 2016 have been subject to a limited review by EY S.p.A..

1.2 Consolidation area

The consolidated financial statement derives from the interim accounts of the parent company Esprinet S.p.A. and of its directly and/or indirectly subsidiaries or associated companies, approved by their respective Boards of Directors.8

Wherever necessary, the interim accounts of subsidiaries have been suitably adjusted to ensure consistency with the accounting principles used by the parent company.

The table below lists companies included in the consolidation perimeter as at 30 June 2016, all consolidated on a line-by-line basis except for the company Ascendeo SAS accounted for using the equity method.

8 Limited to companies under direct control.

Company name
name
Head Office
Head Office
Share capital
(euro) *
Group
interest
Shareholder Interest
held
Holding company:
Esprinet S.p.A. Vimercate (MB) 7,860,651
Subsidiaries directly controlled:
V-Valley S.r.l. Vimercate (MB) 20,000 100.00% Esprinet S.p.A. 100.00%
Celly S.p.A. Vimercate (MB) 1,250,000 80.00% Esprinet S.p.A. 80.00%
Esprinet Iberica S.L.U. Saragoza (Spain) 55,203,010 100.00% Esprinet S.p.A. 100.00%
EDSlan S.r.l. Vimercate (MB) 100,000 100.00% Esprinet S.p.A. 100.00%
Subsidiaries indirectly controlled:
Esprinet Portugal Lda Porto (Portugal) 1,000,000 100.00% Esprinet Iberica S.L.U. 95.00%
Esprinet S.p.A. 5.00%
Celly Nordic OY Helsinki (Finland) 2,500 80.00% Celly S.p.A. 100.00%
Celly Swiss SAGL Lugano (Switzerland) 16,296 80.00% Celly S.p.A. 100.00%
Celly Pacific LTD Honk Kong (China) 935 80.00% Celly Swiss SAGL 100.00%
Associated company
Ascendeo SAS La Courneuve (France) 37,000 20.0% Celly S.p.A. 25.00%

(*) Share capital values, with reference to the companies publishing financial statements in a currency other than euro, are displayed at historical value.

As compared to 31 December 2015 we remark the entry into the consolidation area of EDSlan S.r.l., established on 29 March 2016 and became operating from 8 April 2016.

It should be highlighted that on 28 April 2016, Esprinet S.p.A. sold its shares (equal to 9.52% of the total share capital) in the associated company Assocloud S.r.l..

For further information please refer to the paragraph 'Significant events occurred in the period'.

1.3 Principal assumptions, estimates and rounding

Within the scope of preparing these condensed Half-yearly Consolidated Financial Statements, several estimates and assumptions have been made on the values of revenue, costs, assets and liabilities in the financial statements and on the information relating to potential assets and liabilities at the date of the interim financial statements. These have been applied uniformly to all the financial years presented in this document, unless indicated otherwise.

If these estimates and assumptions, which are based on the best valuation by the management, should differ from actual circumstances in the future, they will be suitably amended during the period in which those circumstances arise.

A detailed description of the assumptions and estimates adopted can be found in the Notes to the Consolidated Financial Statements of the Esprinet Group as at 31 December 2015, to which reference is made.

During the previous interim period, as permitted by IAS 34, income taxes have been calculated based on the best estimate of the tax burden expected for the entire financial year. On the contrary, in the annual consolidated financial statement, current taxes have been calculated specifically based on the tax rates in force at the closing date of the financial statement.

Prepaid and deferred taxes have been instead estimated based on the tax rates considered to be in force at the time of realization of the assets or settlement of the liabilities to which they refer. Figures in this document are expressed in thousands of euro, unless otherwise indicated.

In some cases, rounding differences may occur in the tables since figures are shown in euro thousands.

1.4 Restatements of previous published financial statements

No reclassification or changes in the critical accounting estimates regarding previous periods, pursuant to IAS 8, have been made in this interim management report.

1.5 New or revised accounting standards and interpretations adopted by the Group

The accounting policies adopted in the preparation of the half-yearly condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2015, except for the adoption of new standards, amendments and interpretations approved by IASB (International Accounting Standard Board) and IFRIC (Financial Reporting Interpretation Committee) published in the Official Journal of the European Union effective from 1 January 2016.

The nature and the impact of each new standard or amendment on half-yearly condensed Financial Report is described below:

Amendments to IAS 19 - Defined contribution plans: Contributions by employees - These amendments introduce the distinction between types of contributions envisaging a different accounting approach. These amendments were approved by the European Union in December 2014 (EU Regulation No. 2015/29), and apply to accounting periods starting from 1 February 2015, or later.

Annual improvements to the IFRS, 2010-2012 Cycle - These amendments apply to financial statements for annual periods beginning on or after 1 February 2015 and were endorsed by the European Union in December 2014 (Regulation EU 2015/28). IASB has amended seven current principles. Changes concern in particular: the definition of vesting conditions relating to the IFRS 2, Share-based Payments; accounting for contingent consideration balances in the context of business combination transactions in IFRS 3, Business Combination Transactions; the aggregation of operating segments and reconciliation of total assets of reportable segments compared to the total assets of the entity in IFRS 8, Operating Segments; the proportional restatement of cumulative amortisation in IAS 16 Property, Plants and Equipment and in IAS 38, Intangible Assets; as well as the identification and some information to be included in the financial statements in accordance with IAS 24 Disclosures on Transactions with Related Parties.

Annual Improvements to the IFRS, 2012-2014 Cycle - these amendments were endorsed by the European Union in December 2015 (EU Regulation 1361/2014), apply from 1 January 2016, or later and relate to the following:

  • IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: Assets (or disposal groups) are generally disposed of either through sale or distribution to owners. The amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS5. The amendment must be applied prospectively.

  • IFRS 7 Financial instruments: Disclosure – (i) Servicing contracts: The amendment clarifies that servicing contract that include a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement in IFRS 7 in order to assess whether the disclosures are required. The assessment of whether a service contract entails a continuing involvement must be done retrospectively. However, such disclosures are not required for any period beginning before the annual period in which the entity first applies the amendment. (ii) Applicability of the IFRS 7 amendments to condensed interim financial statements: The amendment clarifies that the offsetting disclosure requirements do not

apply to condensed interim financial statements, unless such disclosures provide a significant update to the information reported in the most recent annual report. The amendment must be applied retrospectively.

  • IAS 19 Employee Benefits - The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no active market for high quality corporate bonds in that currency, government bond rates must be used. The amendment must be applied prospectively.

Amendments to the IFRS 11 – Joint Arrangements – The amendments to IFRS 11 require an entity acquiring an interest in a joint operation, in which the activity of the joint operation constitutes a business, to apply, to the extent of its share, relevant principles in IFRS 3 relating to accounting for joint arrangements. Furthermore, the amendments clarify that, for the acquisition of an additional interest in a joint operation in which the activity of the joint operation constitutes a business, previously held interests in the joint operation must not be remeasured if the joint operator retains joint control. An exemption from IFRS 11 scope was introduced in order to clarify that the amendments do not apply if the joint operators, including the reporting entity, are controlled by the same entity. The amendments apply to the first acquisition of an interest under a joint arrangement as well as to subsequent interests acquired under the same arrangement. The amendments were endorsed by the European Union in November 2015 (EU Regulation 2015/2173) and apply to annual periods beginning on or after 1 January 2016, or later.

Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation – The amendments clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. These changes were approved by the European Union in December 2015 (EU Regulation No. 2015/2441), and apply to the financial statements effective as of 1 January 2016, or later.

Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants - The amendments change the accounting requirements for biological assets that meet the definition of bearer plants. Under the amendments, biological assets will no longer be within the scope of IAS 41 Agriculture instead, IAS 16 is applied. These amendments do not have any impact to the Group as the Group does not have any bearer plants.

Amendments to IAS 1 – Disclosure initiative– The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify:

  • The materiality requirements in IAS 1;
  • That specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated;
  • That entities have flexibility as to the order in which they present the notes to financial statements;
  • That the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss.

Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and OCI. The amendments were endorsed by the European Union in December 2015 (EU Regulation 2015/2406) and apply to annual periods beginning on or after 1 January 2016.

Amendments to IAS 27 - Equity Method in Separate Financial Statements – The amendments allow an entity to use the equity method to account for its investments in subsidiaries, joint ventures and associates in its separate financial statements. An entity having already adopted IFRSs and electing to change to the equity method in its separate financial statements must apply the amendment retrospectively. These changes were approved by the European Union in December 2015 (EU Regulation No. 2015/2441), and apply to the financial statements effective as of 1 January 2016, or later.

The abovementioned amendments had no significant impacts on the condensed interim financial statements at 30 of June 2016.

Standards issued, but not yet approved issued, but yet approved

The following standards and amendments to existing standards are issued but not yet endorsed by the European Union and are therefore not applicable to the Group. The dates reported reflect the expected effectiveness date as provided for by the standards; this date is however subject to the actual endorsement by the competent bodies of the European Union:

IFRS 9 – Financial Instruments (issued in July 2014) IFRS 9 brings together the three phases of the project on accounting for financial instruments: classification and measurement, impairment and hedge accounting. IFRS 9 will be effective for annual periods beginning on or after 1 January 2008, with early application permitted. Except for hedge accounting, the standard must be applied retrospectively, however comparative disclosures are not required. As for hedge accounting, as a rule the standard will apply prospectively, with limited exceptions.

IFRS 15 'Revenues from contracts with customers': the standard, issued by the IASB on 28 May 2014, introduces a new five-step model and will apply to all contracts with customers. IFRS 15 provides for revenues to be accounted for at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The standard will replace all current IFRS requirements relating to revenue recognition. The standard will be effective for annual periods beginning on or after 1 January 2018, using either a full retrospective approach or a modified retrospective approach. Early application is permitted.

IFRS 16 - Leases - Published in January 2016, the new standard on leases, which will replace the current IAS 17, provides for the lessee a single accounting model under which all leases should be recognized in the balance sheet. In it, the concept of operational leasing disappears. The only exceptions permitted relate to short-term leases (less than or equal to 12 months), as well as leases for assets with a not-significant unit value, or small assets (for instance, pieces of office furniture, PC, etc.) for which accounting treatment is similar to the principle adopted for currently operating leases. Said principle, whose entry into force is expected on 1 January 2019, has not yet been approved by the European Union.

Amendments to IFRS 10, IFRS 12 and IAS 28 - Investment entities: Applying the Consolidation Exception – amendments published in December 2014, have the aim of clarifying certain applicative aspects on the fair value measurement of the investment entity subsidiaries. Said changes, whose entry into force is expected on 1 January 2016, have not yet been approved by the European Union.

Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – The amendments, published in September 2014, have the aim of clarifying the accounting treatment, both in the case of loss of control over a subsidiary (disciplined by IFRS 10), and in the cases of downstream transactions disciplined by IAS 28, depending on whether the subject matter of the transaction is (or not) a business, as defined by IFRS 3. Said changes, whose entry into force has been postponed to a yet-to-be-defined date, have not yet been approved by the European Union.

Amendments to IAS 12 - Recognition of Deferred Tax Assets for Unrealized Losses - Changes, published in January 2016, are intended to clarify how to account for deferred tax assets related to debt instruments measured at fair value. Said changes, whose entry into force is expected on 1 January 2017, have not yet been approved by the European Union.

Amendments to IAS 7 - Disclosure Initiative - The changes are intended to improve disclosure of cash flows related to the net cash flow generated/absorbed by investing activities and to the entity's liquidity, especially in the presence of restrictions on the use of cash and cash equivalents. Said changes, whose entry into force is expected on 1 January 2017, have not yet been approved by the European Union.

Any possible impact on the financial statement disclosures arising from the application of these changes is under review.

2 Segment information

2.1 Introduction

The Esprinet Group is organised in the geographical business areas of Italy and the Iberian Peninsula (operating segments) where it performs the business-to-business (B2B) distribution of Information Technology (IT) and consumer electronics.

A 'geographical segment' is involved in investments and transactions aimed at providing products or services within a particular economic environment that is subject to risks and returns that are different from those achievable in other geographical segments.

A 'business segment' is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

Although the organisation by geographical segments is the main way of managing and analysing the Group's results, the next tables also provide a fuller picture of the operating results and asset balances of the business segments where the Group operates in Italy.

2.2 Separate income statement by operating segments

The separate income statement, statement of financial position and other significant information regarding each of the Esprinet Group's operating segments are as follows:

Separate income statement and other significant information by operating segments ormation by operating segments

H1 2016
Italy Iberian Pen.
(euro/000) Distr. IT &
CE B 2 B
Elim.
and
other
Total $\boldsymbol{\%}$ Distr. It &
CE B 2 B
% Elim.
and
other
Group
Sales to third parties 927,466 $\overline{\phantom{m}}$ 927,466 317,509 1,244,975
Intersegment sales 24,207 $\overline{\phantom{a}}$ 24,207 (24, 207)
Sales 951,673 $\blacksquare$ 951,673 317,509 (24, 207) 1,244,975
Cost of sales (893, 365) 62 (893, 303) (304, 827) 23,917 (1, 174, 213)
Gross profit 58,308 62 58,370 6.29% 12,682 3.99% (290) 70,762
Other income 2,677 $\overline{\phantom{a}}$ 2,677 0.29% 0.00% 2,677
Sales and marketing costs (19.657) $\overline{\phantom{a}}$ (19, 657) $-2.12%$ (3,190) $-1.00%$ (17) (22, 864)
Overheads and admin. costs (29, 755) $\overline{\phantom{a}}$ (29, 755) $-3.21%$ (6,530) $-2.06%$ 21 (36, 264)
Operating income (Ebit) 11,573 62 11,635 1.25% 2,962 0.93% (286) 14,311
Finance costs - net (1,101)
Share of profits of associates 1
Profit before income tax 13,211
Income tax expenses (2, 853)
Net income 10,358
- of which attributable to non-controlling interests 89
- of which attributable to Group 10,269
Depreciation and amortisation 1,461 1,461 226 149 1,836
Other non-cash items 2,095 2,095 110 2,205
Investments 2,082 1,108 3,190
Total assets 750,530 299,662 (210,746) 839,446
H1 2015
Italy Iberian Pen.
(euro/000) Distr. IT &
CE B 2B
Elim.
and
other
Total % Distr. It &
CE B2B
% Elim.
and
other
Group
Sales to third parties 951,492 951,492 284,896 1,236,389
Intersegment sales 21.776 $\overline{\phantom{a}}$ 21,776 (21,776)
Sales 973,268 Ξ. 973,268 284,896 (21,776) 1,236,389
Cost of sales (910, 760) (24) (910, 784) (271, 475) 21,735 (1,160,524)
Gross profit 62.508 (24) 62.484 6.57% 13.421 4.71% (41) 75,865
Sales and marketing costs (18, 941) $\overline{\phantom{a}}$ (18, 941) $-1.99%$ (2,936) $-1.03%$ (91) (21,968)
Overheads and admin. costs (27,094) $\overline{\phantom{a}}$ (27,094) $-2.85%$ (5,993) $-2.10%$ 99 (32,988)
Operating income (Ebit) 16,473 (24) 16,449 1.73% 4,492 1.58% (33) 20,909
Finance costs - net (2, 135)
Share of profits of associates (4)
Profit before income tax 18,770
Income tax expenses (5,527)
Net income 13,243
- of which attributable to non-controlling interests (337)
- of which attributable to Group 13,580
Depreciation and amortisation 1,329 1,329 158 113 1,600
Other non-cash items 1,606 1,606 49 1,655
Investments 2.259 850 3.109
Total assets 648,045 211,196 (119, 866) 739,375
Q 2 2016
Italy Iberian Pen.
(euro/000) Distr. IT &
CE B2B
Elim.
and
Other
Total % Distr. It &
CE B2B
% Elim.
and
other
Group
Sales to third parties 465,153 $\frac{1}{2}$ 465,153 164,398 629,551
Intersegment sales 13,341 $\overline{\phantom{a}}$ 13,341 (13, 341)
Sales 478,494 ÷ 478,494 164,398 (13, 341) 629,551
Cost of sales (447, 631) (83) (447, 714) (157, 828) 13,082 (592, 460)
Gross profit 30,863 (83) 30,780 6.62% 6,570 4.00% (259) 37,091
Other income 2,677 $\qquad \qquad \blacksquare$ 2,677 0.58% $\blacksquare$ 0.00% 2,677
Sales and marketing costs (10.950) $\qquad \qquad \blacksquare$ (10, 950) $-2.35%$ (1,639) $-1.00%$ (8) (12, 597)
Overheads and admin. costs (15, 814) $\overline{\phantom{0}}$ (15, 814) $-3.40%$ (3,290) $-2.00%$ 8 (19,096)
Operating income (Ebit) 6,776 (83) 6,693 1.44% 1,641 1.00% (259) 8,075
Finance costs - net (808)
Share of profits of associates $\mathbf{1}$
Profit before income tax 7,268
Income tax expenses (1, 155)
Net income 6,113
- of which attributable to non-controlling interests 50
- of which attributable to Group 6,063
Depreciation and amortisation 750 750 113 88 952
Other non-cash items 1,161 1,161 49 1,210
Investments 1,370 888 2,258
Total assets 750,530 299,662 (210, 746) 839,446
Q 2 2015
Italy Iberian Pen.
(euro/000) Distr. IT &
CE B 2B
Elim.
and
Other
Total % Distr. It &
CE B 2 B
% Elim.
and
other
Group
Sales to third parties 468,275 468,275 150,564 618,839
Intersegment sales 11,487 11,487 (11, 487)
Sales 479,762 $\blacksquare$ 479,762 150,564 (11, 487) 618,839
Cost of sales (448, 925) 14 (448, 911) (143.157) 11,464 (580, 604)
Gross profit 30,837 14 30,851 6.59% 7,407 4.92% (23) 38,235
Sales and marketing costs (9,370) $\overline{\phantom{a}}$ (9,370) $-2.00%$ (1, 571) $-1.04%$ (37) (10, 978)
Overheads and admin. costs (13, 552) $\overline{\phantom{a}}$ (13, 552) $-2.89%$ (2,970) $-1.97%$ 40 (16, 482)
Operating income (Ebit) 7,915 14 7,929 1.69% 2,866 1.90% (20) 10,775
Finance costs - net (557)
Share of profits of associates
Profit before income tax 10,218
Income tax expenses (3,239)
Net income 6,979
- of which attributable to non-controlling interests (184)
- of which attributable to Group 7,163
Depreciation and amortisation 653 653 96 56 805
Other non-cash items 609 609 25 634
Investments 767 324 ۰ 1,091
Total assets 648.045 211.196 (119.866) 739.375

Statement of financial position by operating segments

30 /0 6/20 16
(eu ro/0 0 0) Italy Iberi an P en .
Di str. IT &
CE B2B
Elim. and
o ther
Total Italy Di str. IT &
CE B2B
Elim. and
other
Group
ASSETS
Non-cu rrent assets
Property, plant and equipment 11,178 - 11,178 2,537 - 13,715
Goodwill 10,626 5,020 15,646 58,561 1,039 75,246
Intangible assets 732 - 732 25 - 757
Investments in associates 39 - 39 - - 39
Investments in others 92,274 (16,494) 75,780 - (75,780) -
Deferred income tax assets 3,292 98 3,390 5,021 140 8,551
Derivative financial assets 369 (369) - - - -
Receivables and other non-current assets 6,277 - 6,277 199 - 6,476
124, 787 (11, 745) 113,0 42 66, 343 (74, 60 1) 10 4, 784
Current assets
Inventory 236,016 (148) 235,868 99,600 (443) 335,025
Trade receivables 224,513 - 224,513 35,388 - 259,901
Income tax assets 2,356 101 2,457 - - 2,457
Other assets
Cash and cash equivalents
156,424
18,226
-
-
156,424
18,226
1,419
96,912
(135,702)
-
22,141
115,138
637, 535 (47) 637, 488 233, 319 (136, 145) 734,662
Dispo sal grou ps assets
Dispo sal
assets
- - - - - -
Total assets 762, 322 (11, 2)2)
(11, 79 2)
750 ,530 ,530 29 9 , 662
29 9 , 662
(210 , 746)
(210 , 746)
839 ,446
839 ,446
EQUITY
Share capital 9,231 (1,370) 7,861 54,693 (54,693) 7,861
Reserves 290,844 (16,464) 274,380 27,392 (20,103) 281,669
Group net income 8,553 47 8,600 1,872 (203) 10,269
Gro up net equi ty 30 8, 628 (17, 787) 29 0 , 841 83, 9 57 (74, 9 99 ) 29 9 ,79 9
Non-co ntrolling i nterests
nterests
- 902 902 23 (45) 880
Total equity
equity
30 8, 628
628
(16, 885)
(16, 885) 885)
29 1, 743
29 1, 743
83, 9 80
9
(75, 0 44)
0 44) 44)
30 0 ,679
30 ,679
LIABILIT IES
Non-cu rrent liabi li ti es
Borrowings
Derivative financial liabilities
57,216
313
-
2
57,216
315
-
-
-
-
57,216
315
Deferred income tax liabilities 2,663 - 2,663 2,631 - 5,294
Retirement benefit obligations 4,922 - 4,922 - - 4,922
Debts for investments in subsidiaries - 5,091 5,091 - - 5,091
Provisions and other liabilities 2,512 - 2,512 360 - 2,872
67, 626 5,0 9 3 72,719 2, 9 9 1 - 75,710
Current li abi li ti es
Trade payables 290,563 - 290,563 68,365 - 358,928
Short-term financial liabilities 72,598 - 72,598 130,185 (130,000) 72,783
Income tax liabilities 76 - 76 784 - 860
Derivative financial liabilities 246 - 246 - - 246
Provisions and other liabilities 22,585 - 22,585 13,357 (5,702) 30,240
386, 0 68 - 386,0 68 212, 69 1 (135, 70 2) 463, 0 57
Dispo sal grou ps li abi li ti es
Dispo sal
li
li ti es
- - - - - -
Total li abilities
abilities
453, 694
453, 694
5,0 3
5,0 9 3
458, 787
458, 787
215, 682
215, 682
(135, 70 2)
2)2)
538,767
538,767
Total equity and liabi li ti es
li ti es
762, 322
322
(11, 2)2)
(11, 79 2)
750 ,530 ,530 29 9 , 662
29 9 , 662
(210 , 746)746)
(210 , 746)
839 ,446
839 ,446
31/1 2/2015
Italy Iberi an Pen.
(euro/00 0) Di str. IT &
CE B2B
Eli m. and
o th er
T o tal Italy Di str. IT &
CE B2B
Eli m. and
o th er
Gro u p
ASSETS
No n-cu rrent assets
Property, plant and equipment 10,494 - 10,494 1,636 - 12,130
Goodwill 10,626 5,020 15,646 58,561 1,039 75,246
Intangible assets 620 - 620 44 - 664
Investments in associates 47 - 47 - - 47
Investments in others 85,688 (9,955) 75,733 - (75,733) -
Deferred income tax assets 3,027 148 3,175 5,123 49 8,347
Derivative financial assets 369 (369) - - - -
Receivables and other non-current assets 7,147 - 7,147 198 - 7,345
118,018 (5,156) 1 12,862 6 5,56 2 (74,6 45) 10 3,779
Cu rrent assets
Inventory 218,526 (210) 218,316 87,296 (157) 305,455
Trade receivables 192,271 - 192,271 59,222 - 251,493
Income tax assets 3,388 102 3,490 - - 3,490
Other assets 69,817 - 69,817 437 (52,745) 17,509
Cash and cash equivalents 215,589 - 215,589 64,500 - 280,089
Di spo sal gro ups assets 69 9,591
-
(10 8)
-
69 9,483
-
211,455
-
(52,9 02)
-
858,0 36
-
T otal assets 817,6 09 (5,26 4)
4)
812,345
812,345
277,017
277,017
(127,547)
(127,547)
9 61 ,815 ,815
EQUIT Y
Share capital 9,131 (1,270) 7,861 54,693 (54,693) 7,861
Reserves 269,558 (9,703) 259,855 18,798 (20,027) 258,626
Group net income
Grou p net equ ity
22,129
300 ,818
(327)
(11 ,30 0)
21,802
289 ,51 8
8,547
82,038
(28)
(74,748)
30,321
296 ,80 8
No n-co ntrolli ng i nterests
No
i nterests
- 814 814 35 (52) 797
T otal equ i ty 300 ,818 (10 ,486)
,486)
29 0,332
29 0,332
82,0 73 (74,80 0) 0) 297,6 05 05
LIABILITIES
No n-cu rrent li abi li ti es
Borrowings 65,138 - 65,138 - - 65,138
Derivative financial liabilities 224 - 224 - - 224
Deferred income tax liabilities 2,517 - 2,517 2,240 - 4,757
Retirement benefit obligations 4,044 - 4,044 - - 4,044
Debts for investments in subsidiaries - 5,222 5,222 - - 5,222
Provisions and other liabilities 2,240 - 2,240 255 - 2,495
74,1 63 5,222 79,385 2,49 5 - 81 ,880
Cu rrent li abi li ti es
Trade payables 392,254 - 392,254 130,182 - 522,436
Short-term financial liabilities 29,038 - 29,038 50,276 (50,000) 29,314
Income tax liabilities 111 - 111 640 - 751
Derivative financial liabilities 195 - 195 - - 195
Provisions and other liabilities 21,030 - 21,030 11,351 (2,747) 29,634
442,6 28 - 442,628 19 2,449 (52,747) 582,330
Di spo sal gro ups li abili ti es
spo
abili es
- - - - - -
T otal li abi li ti es 51 6,791 5,222
5,222
522,013
522,013
19 4,944
19 4,944
(52,747)(52,747)
(52,747)
66 4,21 0 0
T otal equ i ty and li abi li ti es 817,6 09 (5,26 4)
4)
812,345
812,345
277,017
277,017
(127,547)
(127,547)
9 61 ,815 ,815

3. Notes to statement of financial position items

Non-current assets

1) Tangible assets

Changes occurred during the period in the item Property, plant and equipment are as follows:

(euro/000) Plant and
machinery
Ind. & Comm.
Equipment & other
assets
Assets under
construction &
advances
Total
Historical cost 11,697 24,647 491 36,835
Accumulated depreciation (8,595) (16,109) - (24,705) (24,705)
Balance at 31 December 2015 3,102 8,537 491 12,130
Business combination acquisition - historical cost 5 810 - 815
Business combination acquisition - accumulated
depreciation (3)
(3)
(671)
(671)
- (674)
Historical cost increase 7 836 2,229 3,072
Historical cost decrease (8) (551) (4) (563)
Historical cost reclassification 38 343 (381) -
Increase in accumulated depreciation (386) (1,204) - (1,590) (1,590)
Decrease in accumulated depreciation 9 516 - 525
Total changes (340)
(340)
(60)
(60)
1,844 1,444
Historical cost 11,739 26,085 2,335 40,159
Accumulated depreciation (8,976) (17,468) - (26,444)
Balance at 30 June 2016 2,763 8,617 2,335 13,715

Investments in 'Industrial & commercial equipment & other assets' refer to 0.7 million euro purchase of electronic office machinery by the parent company.

The disinvestments mainly refer to office electronic machines disposals from the parent company.

Investments in assets under construction, totalling 2.2 million euro, refer for 1.1 million euro to Esprinet Iberica works already performed but not yet completed as at 30 June 2016 relating to the new warehouse in Saragozza and for 1.1 million euro to both new asset acquisition and works on assets not yet operating mainly for the logistic site enlargement of Cavenago by the parent company Esprinet S.p.A..

The item 'Business combination acquisition', equal to 0.1 million euro, refers to the contribution generated by EDSlan S.r.l. first consolidation on 8 April 2016.

There are no other temporarily unused tangible fixed assets intended for sale.

The depreciation rates applied to each asset category are unchanged relative to the fiscal year closed at 31 December 2015.

2) Goodwill

Goodwill amounts to 75.2 million euro with no changes compared to 31 December 2015.

The following table summarises the goodwill allocations to the 3 CGUs (Cash Generating Units), in accordance with the operating segments identified in the Segment Information required by IFRS, and relationships between these operating segments and the legal entities which form the Group:

(euro/000)
(euro/000)
30/06/2016
30/06/2016
Esprinet S.p.A. 11,492 CGU 1 B2B distribution of Information Technology and Consumer Electronics (Italy)
Celly S.p.A 4,153 CGU 1 B2B distribution of Information Technology and Consumer Electronics (Italy)
Esprinet Iberica S.L.U. 59,601 CGU 3 B2B distribution of Information Technology and Consumer Electronics (Spain)
Total 75,246

The annual impairment test, required by IAS 36, was carried out in reference to the financial statements as at 31 December 2015 and no impairment loss emerged with reference to the above mentioned CGUs existing at that date.

IAS 36 also requires the goodwill impairment test to be effected more frequently whenever 'triggering events' occur (i.e. indications of loss of value). However, as no such indicators appeared in the period between the annual impairment test in March 2016 and the date of this Half-yearly Financial Report, no other impairment tests were conducted as at 30 June 2016.

In the light of above, the goodwill values booked as at 31 December 2015 and still outstanding in this half-yearly report are confirmed.

Further information regarding 'Goodwill' and the impairment test methods used can be found in the notes to the consolidated financial statements of 31 December 2015.

3) Intangible assets

Changes occurred during the period in the item 'Intangible assets'are as follows:

(euro/000) Cost and
expansion
Industrial and
other patent rights
Licences,
concessions, brand
names and similar
rights
Assets under
construction
and advances
Total
Historical cost 3 8,318 19 - 8,340
Accumulated depreciation (3) (7,664) (10) - (7,677)
Balance at 31 December 2015
2015
-
-
654 10 - 664
Business combination acquisition -
historical cost
- 383 - - 383
Business combination acquisition -
accumulated depreciation
-
-
(161)
(161)
- - (161)
Historical cost increase - 100 - 18 118
Increase in accumulated depreciation - (246) - - (246)
Dencrementi fondo ammortamento
Total changes
-
-
-
76
-
-
-
18
-
93
Historical cost 3 8,801 19 18 8,840
Accumulated depreciation (3) (8,071) (10) - (8,083)
Balance at 30 June 2016 - 730 10 18 757

Investments in 'Industrial and other patent rights' include costs sustained for the long-term renewal and upgrade of ERP system (software). This item is amortised in three years.

The item 'Business combination acquisition', equal to 0.2 million euro, refers to the contribution generated by EDSlan S.r.l. first consolidation on 8 April 2016.

6) Deferred income tax assets

(eu ro/00 0 ) 30/0 6/20 16
6/20 16
31/12/2015
31/12/2015
31/12/2015
Var.
Deferred income tax assets 8,551 8,347 204

The balance of this item is represented by prepaid tax assets due to tax losses carried forward (mainly referring to the Spanish subsidiary) and from taxed provisions and other temporary differences between carrying amounts and other values recognised for tax purposes which the Group expects to recover in future operating years following the creation of taxable profits.

9) Receivables and other non-current assets

(eu ro /00 0) 30/0 6/2016
6/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Guarantee deposits receivables 4,184 4,649 (465)
Trade receivables 2,292 2,696 (404)
Other receivables - - -
Recei vables and o ther no n-cu rrent assets
vables and o
n-cu
assets
6,476
6,476
7,345 (869 )

The trade receivables refer to the portion of receivables from the customer 'Guardia di Finanza – GdF' (Revenue Guard Corps') which expires after one year and arose from goods delivered by Esprinet S.p.A. to GdF in 2011.

This receivables consists of a yearly payments plan until January 2022 against which the Holding Company obtained a loan from Intesa Sanpaolo in 2013 whose instalments would be paid directly by the customer. Since the counterparties of the two transactions are different it was deemed necessary to maintain the receivables from the customer and the payables to the financial entity separately booked until full repayment of the loan.

The item Guarantee deposits receivables includes guarantee deposits relating to utilities and lease agreements ongoing.

Current assets

10) Inventory

The movement in the inventory and in the corresponding provision for obsolescence during the period was as follows:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Finished products and goods
Provision for obsolescence
337,782
(2,757)
308,011
(2,556)
29,771
(201)
Inventory 335,025
335,025
305,455305,455
305,455
29,570

Inventory totalled 335.0 million euro, up 29.6 million euro compared to 31 December 2015 existing stock.

The contribution on 'finish products and goods' from EDSlan S.r.l. first consolidation on 8 April 2016, amounted to 7.7 million euro.

The 2.8 million euro allocated to Provision for obsolescence is intended to address the risks associated with the presumed lower realisable value of obsolete and slow-moving stock.

The movement in the provision during the period was as follows:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Provision for absolescence: year-beginning 2,556
2,556
2,813
2,813
(257)
Uses
Accruals
(908)
109
(934)
677
26
(568)
Subtotal
Acquisition in business combination
(799)
(799)
1,000
(257)
(257)
-
(542)
1,000
Total Variation 201
201
(257)
(257)
458
Provision for absolescence: period-end 2,757
2,757
2,556
2,556
201

The item 'Business combination acquisition', equal to 1 million euro, entirely refers to the contribution generated by EDSlan S.r.l. first consolidation.

11) Trade receivables

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Trade receivables - gross 266,180 257,258 8,922
Bad debt provision (6,279) (5,765) (514)
Trade receivables - net 259,901 251,493 8,408

Trade receivables arise from normal sales dealings engaged in by the Group in the context of ordinary marketing activities. The above shown balance includes 3.2 million euro of receivables transferred to factoring firms under the 'with-recourse' factoring agreement.

These transactions, entered into mainly with customers resident in the two countries where the Group operates, i.e. Italy and Spain, are almost fully in euro and are short-term in nature.

The contribution to gross trade receivables generated by EDSlan S.r.l. first consolidation on 8 April 2016, amounted to 29.0 million euro.

The following table illustrates the variations in the bad debt provision:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Bad debt provision: year-beginning 5,765
5,765
7,431
7,431
(1,666) (1,666)
Uses
Accruals
(1,187)
497
(2,141)
475
954
22
Subtotal
Business combination acquisition
(690)
(690)
1,204
(1,666)
(1,666)
-
976
1,204
Total variation 514
514
(1,666)
(1,666)
2,180
Bad debt provision: period-end 6,279
6,279
5,765
5,765
514

The item 'Business combination acquisition', equal to 1.2 million euro, entirely refers to the contribution generated by EDSlan S.r.l. first consolidation.

12) Income tax assets

(eu ro/00 0) 30 /0 6/20 16
30 /0
16
31/12/201 5
31/12/201 5
Var.
Income tax assets 2,457 3,490 (1,033)

The Income tax assets mainly refer (1.3 million euro) to the refund claim of IRES tax paid as a result of the non-deduction of the IRAP tax on personnel costs in fiscal years 2004-2007 and 2007-2011 with reference to Esprinet S.p.A., as well as to 1.0 million euro referring to Ires and Irap advance payments for 2016 fiscal year.

13) Other assets

(eu ro/000) 30/06/2016 31/12/2015
30/06/2016 31/12/2015
31/12/2015
Recei vables from associ ates compani es (A) - 164
164
(164)
Witholding tax assets 3 - 3
VAT receivables 2,578 1,470 1,108
Other tax assets 1,241 34 1,207
Other recei vables from Tax au thori ti es (B) 3,822 1,504
1,504
2,318
2,318
Receivables from factoring companies 4,838 2,714 2,124
Customer financial receivables 452 507 (55)
Receivables from insurance companies 1,846 1,863 (17)
Receivables from suppliers 7,605 7,471 134
Receivables from employees - 150 (150)
Receivables from others 277 173 104
Other recei vables (C) 15,018 12,878
12,878
2,140
2,140
P repayments (D) 3,301 2,963
2,963
338
338
Other assets (E= A+ B+ C+ D) 22,141 17,509
17,509
4,632
4,632

'VAT receivables' refer to VAT receivables accrued by the subsidiaries V-Valley S.r.l., Celly S.p.A. and Esprinet Iberica S.l.u. as well as to sums claimed for refund by Esprinet S.p.A. from tax authorities and not available as tax relief.

The 'Income tax assets' figure refers almost entirely to the parent company financial receivables from the Tax authority, due to a partial payment of a tax notice referring to indirect taxes on a provisional basis. The above led to a tax dispute detailed in the paragraph 'Development of the disputes involving Esprinet S.p.A. and the Group' under the notes to item '26) Provisions and other liabilities'.

Receivables from factoring companies, mainly referring to the parent company (3.8 million euro) and to the subsidiary V-Valley (1 million euro), relate to the residual amount still unpaid of the receivables sold 'without recourse' at the end of June 2016. At the time this report was drafted, the receivables become due had been almost entirely paid.

The increase compared to the previous year-end balance, is mainly due to the temporary differences in the collection of transferred receivables.

Customer financial receivables refer to the short portion of receivables collectable within the subsequent year that arose from a delivery of goods in 2011 from Esprinet S.p.A. to the customer 'Guardia di Finanza - Gdf'. For further information please refer also to paragraph 'Receivables and other non-current assets'.

Receivables from insurance companies include the insurance compensation – after deductibles – recognized by the insurance companies for claims of various kinds not yet paid, but which are reasonably expected to be collected within the following 12 months.

Receivables from suppliers refer to credit notes received exceeding the amount owed at the end of June for a mismatch between the timing of their quantification and the payment of suppliers. This item also includes receivables from suppliers for advance payments requested by suppliers before purchase orders are executed, as well as receivables from hauliers for advance VAT payments and customs duties pertaining to imports.

Prepayments are costs whose accrual date is deferred compared with that of the cash movement (mainly maintenance fees, insurance premiums, payables for leasing contracts, undrawn credit facility fees).

17) Cash and cash equivalents

(euro/0 00 ) 30/06 /20 16 31 /12/20 15 16 31 /12/20 15/12/20 15 Var.
Bank and postal deposit 115,093 280,076 (164,983)
Cash 32 11 21
Cheques 13 2 11
T otal c ash and c ash equi val ents 115,138 280,0 89 (164,9 51)
(164,9 51)

Cash and cash equivalents are almost entirely made up of bank balances, all immediately available. The level of liquidity (originated in the normal short-term financial cycle of collections/payments) fluctuates during each month, due for the most part to the concentration of payments received from customers at the end and middle of each month, while the maturities of payments to suppliers are distributed more evenly over the month. The variation versus 31 December 2015 is linked to the increase in operating net working capital.

The cash and cash equivalent balance as at 30 June 2015 was equal to 60.4 million euro. The market value of the cash and cash equivalents corresponds to their carrying amount.

Net equity

The main changes in net equity items are explained in the following notes:

(eu ro/0 0 0) 30 /06 /20 16
/20 16
31/12/20 15
1515
Var.
Share Capital (A) 7,86 1 7,861
7,861
-
Reserves and profit carried over (B) 286,814 263,771 23,043
Own shares (C) (5,145) (5,145) -
T otal reserves (D=B+ C) 281, 66 9 258, 626
258, 626
23,0 43
23,0 43
Net i ncome for the year (E) 10 ,26 9 30 ,321
,321
(20, 0 52)
(20, 52)
Net equ i ty (F=A+ D+ E) 29 9, 79 9 296 ,808
,808
2,9 91
2,9 91
Non-controlling interests (G) 880 797 82
T otal equ ity (H=F+ G) 30 0, 679 29 7, 60 5
29 7, 60 5
3,0 73
3,0 73

19) Share capital

The Esprinet S.p.A. Share capital, fully subscribed and paid-in as at 30 June 2016, is 7,860,651 euro and comprises 52,404,340 shares with a face value of 0.15 euro each.

20) Reserves

Reserves and profit carried over

The 'Reserve and profit carried over' balance increased by 23.0 million euro, mainly due to the allocation of profits from previous years equal to 22.6 million euro net of 7.8 million euro relating to a dividend distribution (0.15 euro per ordinary share) effected in the period.

Own shares on hand

The amount of 'own shares on hand' refers to the total purchase price of No. 646,889 Esprinet S.p.A. shares owned by the Company. The variation occurred refers to the 1,150,000 shares granted in May 2015 as per the 2012-2014 'Share Incentive Plan' approved on 9 May 2012 by Esprinet Shareholders' Meeting, as well as to the 615,489 shares purchased pursuant to the resolution of Esprinet Shareholders' Meeting dated 30 April 2015.

21) Net income

Consolidated net profits pertaining to the first half of 2016 amount to 10.3 million euro, down from 13.2 million euro of the same period of the previous year.

Non-current liabilities

22) Borrowings

(euro /00 0) 30 /06 /20 16
16
31/12/20 15
15
Var.
Borrowings 57,216 65,138 (7,922)

The borrowings value refers to the valuation at the amortized cost of the portion of the medium-long term loans granted by the Group companies falling due within 12 months.

As detailed under the paragraph 'Net financial indebtedness', to which reference is made, the most significant loan, whose nominal value equals to 40.4 million euro , is represented by the non-current portion of the 5-year 'Term Loan Facility' of 65.0 million euro in nominal value signed by Esprinet S.p.A. in July 2014, as well as the bullet loan of 10.0 million euro signed in July 2015 and expiring in July 2019 and related to trade receivables securitization carried out by Esprinet S.p.A. and V-Valley S.r.l..

Both abovementioned borrowings are subject to the compliance with 3 financial covenants, whose details can be found under paragraph 'Loans and loan covenants'.

In addition, debt is related for 3.5 million euro to the residual non-current portion of a five-year floating rate unsecured loan, whose nominal value is equal to 5.0 million euro and was signed by subsidiary Celly S.p.A. in October 2015; another 2.3 million euro refers to the portion not past due of the loan granted to the Parent Company relating to a delivery of goods to the customer 'Revenue Guard Corps' (so called Guardia di Finanza – GdF), which led to the booking of an identical long-term receivable from GdF, as described under paragraph 9 'Receivables and other non-current assets'.

At 30 June 2016 total non-current debt toward banks attributable to EDSlan S.r.l. is equal to 1.0 million euro.

The decrease in financial debt compared to the end of previous year was mainly due to the payment of the first instalment under the Term Loan Facility by 8.1 million euro effected in this half year, as well as to the transferring of the portion due within 12 months to the current financial debts, due to the passage of time.

23) Derivative financial liabilities (non-current)

(eu ro /000) 30/06/20 16
30/06/20 16
31/12/201 55
31/12/201 5
Var .
Derivative financial liabilities 315 224 91

The amount refers to the 'fair value' of 'IRS-Interest Rate Swap' contracts entered into December 2014 by Esprinet S.p.A. to entirely hedge the risk of interest rate fluctuations on the 'Term Loan Facility' signed with a pool of banks for 65.0 million euro in July 2014 (reduced to 56.9 million euro as effect of capital repayments as at 30 of June 2016). For further details regarding the operation please refer to the section headed 'Disclosures on risks and financial instruments'.

The increase compared to 31 December 2015 is due to a reduction in reference interest rates, which more than offset the notional decrease following the reduction in non-current financial debts as better explained under the above note '22) Borrowings' to which reference is made.

24) Deferred income tax liabilities

(eu ro/0 0 0 ) 30 /0 6/20 16 31/12/20 15
30
6/20 16 31/12/20 15
Var.
Deferred income tax liabilities 5,294 4,757 537

The balance of this item depends on higher taxes that the Group has to pay in the next operating years due to temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding values recognised for tax purposes.

These differences mainly arise from the elimination of the tax amortisation of goodwill.

25) Retirement benefit obligations

Retirement benefit obligations reflects the staff severance indemnities ('TFR') and other benefits accruing to salaried staff at the close of the period, assessed in accordance with actuarial criteria, pursuant to IAS 19.

The provisions totally belong to Italian companies, since a similar system does not exist in Spain.

Changes occurred during the half-year are shown in the table below:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Balance at year-beginning 4,044
4,044
4,569
4,569
(525)
Acquisition from business combinations 616 - 616
Service cost 50 156 (106)
Interest cost 42 65 (23)
Actuarial (gain)/loss 260 (275) 535
Pensions paid (90) (471) 381
Changes 878
878
(525)
(525)
1,403
Balance at year-end 4,922
4,922
4,044
4,044
878

The increase in this provision amounting to 878 thousand euro, is mainly due to EDSlan S.r.l. entering the consolidation perimeter and to the 'actuarial gains/losses' from the valuation on 30 June 2016. The 'TFR' of EDSlan flows either into complementary pension funds or to 'INPS', because the company had more than 50 employees as at the entry into force of the reform of the social security system enacted by the Act n. 296 of 27 December 2006 ('Legge Finanziaria 2007') and by subsequent decrees and regulations issued in 2007.

Values recognised in the separate income statement are as follows:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Amounts booked under personnel costs 50 156 (106)
Amounts booked under financial costs
Total
42
92
65
221
(23)
(129)

The method known as 'Project Unit Credit Cost' used to assess the staff severance indemnity ('TFR') as per the IAS 19 accounting standard is based on demographic assumptions and on the following economic-financial assumptions:

30/06/2016
30/06/2016
31/12/2015
31/12/2015
Cost of living increase 1,50% 1,80%
Discounting rate (2) 1,10% 2,00%
Remuneration increase 3.00% (1) 3.00% (1)
Staff severance indemnity (TFR) - annual rate increase 2,63% 2,80%

(1) The assumption relating to a remuneration increase refers solely to Celly S.p.A..

(2) IBoxx Eurozone Corporates AA10+ index has been used for the calculation.

49) Debts for investments in subsidiaries

(eu ro/0 00) 30 /0 6/2016 31/12/2015
30
6/2016
31/12/2015 Var.
Debts for investments in subsidiaries 5,091 5,222 (131)

The debts for investments in subsidiaries refer to the discounted fair value of the forecast potential compensation relating to the acquisition of the residual 20% of Celly S.p.A. as a consequence of the mutually granted put/call options between Esprinet S.p.A. and Celly S.p.A. on the same shares.

The above mentioned debt, falling due between the 5th and the 7th year subsequent to the Celly Group acquisition date occurred on 12 May 2014, was calculated from the expected EBITDA and net financial position of Celly Group in the two-year period prior to the exercise date adjusted by means of a ratio varying based on a matrix of possible combinations and discounted-back using a 5-year free risk rate prevailing at the reporting date.

26) Non-current provisions and other liabilities

(eu ro/000 ) 30 /06 /201 6 31 /1 2/201 5
/06 /201 6 31 /1 2/201 5
31 /1
5
Var.
Long-term liabilities for cash incentives 123 31 92
Provisions for pensions and similar obligations 2,353 1,904 449
Other provisions 396 560 (164)
Non-cu rrent provi si ons and other li abi li ti es
Non-cu rrent provi ons
li abi li ti es
2,872
2,872
2,49 5
2,49 5
377 377

The item 'Provisions for pensions and similar obligations' includes the supplementary customer indemnity provision payable to agents based on current regulations disciplining the subject. Movements in the period are as follows:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Provisions for pensions: year-beginning 1,904 1,433 471
Uses (87) (99) 12
Accruals 123 570 (447)
Subtotal 36 471 (435)
Business combination acquisition 413 - 413
Total variation 449 471 (22)
Provisions for pensions: period-end 2,353 1,904 449

The item 'Business combination acquisition' refers to the contribution generated by EDSlan S.r.l. first consolidation on 8 April 2016.

The amount, entered under Other Provisions, is intended as cover for risks linked with current legal and tax-related disputes.

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Other provisions: year-beginning 560 1,301 (741)
Uses (352) (892) 540
Accruals 188 151 37
Subtotal (164) (741) 577
Business combination acquisition - - -
Total variation (164) (741) 577
Other provisions: period-end 396 560 (164)

Development of the disputes involving Esprinet S.p.A. and the Group. A. and the

As at the date of this financial report the following developments occurred in relation to the main disputes involving the Group, against which the Company conducted the relevant risk assessments and, where deemed appropriate, recognised allocations to the provision for risks. The following list summarises the development of the main current legal disputes.

Esprinet S.p.A. direct taxes for the year 2002 direct year 2002

In the tax dispute for tax period 2002 relating to VAT, IRPEG and IRAP, amounting to 6.0 million euro plus penalties and interest, it should be noted that, after Esprinet S.p.A. had obtained favourable judgements in both the first and second instance against the assessment notice issued in late 2007, on 3 August 2016 the Supreme Court judgement was filed that partially accepted the appeal made by Italian Revenue Office. The Supreme Court referred the case to another section of Regional TAX Commission which will have to determine which part of the assessment will be upheld in relation to the disputed notice.

The company will resume the action within the terms required by law.

Considering the explanations of the judgements already issued and the tax advisors' opinion, no allocations were accounted for this dispute.

Actebis Computer S.p.A. (now Esprinet S.p.A.) S.p.A. (now Esprinet S.p.A.) ow Esprinet S.p.A.) -Indirect taxes fo Indirect fofor the year 2005 r year 2005

In the tax disputes involving Actebis Computer S.p.A. relating to periods prior to the acquisition of the company (subsequently merged into Esprinet S.p.A.), as also disclosed in the financial statements for the previous year, all outstanding litigation has been put to rest, with the exception of that pertaining to the year 2005, for which Esprinet, on indication from the seller of Actebis, after the attempted assessment by adhesion failed, proceeded to pay the reduced penalties and lodge an appeal before the Provincial Tax Commission. This appeal was rejected on 8 October 2012. Esprinet S.p.A., following seller consultant's advice, presented an appeal which was registered at the Regional Tax Commission on 20 May 2013.

On 23 September 2014 the appeal was rejected and against the judgement the seller consultant's presented an appeal in front of the Court of Appeal.

In the meanwhile Esprinet paid the sums inscribed on the tax roll as per the the Regional Tax Commission decision, after the receipt of funding from the seller.

Esprinet S.p.A. indirect taxes for the year 2010 taxes for 2010

On 29 December 2015 the Company was served a notice equal to 2.8 million euro relating to an assessment claiming VAT on taxable transactions entered into with a company whose purchases benefited from tax exemption by virtue of a declaration issued by the same company, which eventually did not qualify as a frequent exporter.

On 26 February 2016 an appeal was filed with the Provincial Tax Commission together with a selfdefence petition and on 28 April 2016, in accordance with administrative procedure, the company made an advance payment equal to 1.2 million euro, displayed under 'Other tax assets'.

On 20 June 2016 the matter was treated and on 26 August 2016 the Provincial Tax Commission issued their judgement rejecting the Company's appeal.

Nevertheless, also based of its advisors' opinion, the Company still confirms the correctness of its actions and will proceed to file an appeal against Provincial Tax Commission sentence as soon as possible.

Monclick S.r.l. Monclick S.r.l.direct taxes for the year 2012 direct taxes 2012 taxes

On 7 September 2015 the Italian Revenue Office closed a tax audit relating to tax period 2012 (year in which the company was still part of the Esprinet Group) serving a tax notice. From the tax audit report some breaches arise resulting in disallowance of costs.

On 2 November the Company filed its comments.

On 20 July 2016 Italian Revenue Office notified tax assessment notices related to Irap and direct taxation, currently under review by company tax advisers.

Current liabilities

27) Trade payables

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Trade payables - gross
Credit notes to be received
442.754
(83.826)
613.304
(90.868)
(170.550)
7.042
Trade payables 358.928
358.928
522.436522.436
522.436
(163.508) (163.508)

28) Short-term financial liabilities

(eu ro/000 ) 30/0 6/2016
30/0 6/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Bank loans and overdrafts 61,850 21,269 40,581
Other financing payables 10,933 8,045 2,888
Short - term financial li abi liti es 72, 783 29,314
29,314
43, 469 43, 469

Bank loans and overdrafts mainly consist of short term loans due within one year, as well as advances 'with recourse' on invoices and trade bills for 41.7 million euro (compared to 1.3 million of euro at 31 December 2015), and of the amortised cost of the current portion of medium-long-term loans for 18.5 million euro (17.6 million euro at 31 December 2015), whose details are reported in the paragraph 5.2 'Net financial indebtedness'.

The change compared to 31 December 2015 is mainly due to the greater use of bank borrowings made by the Group, substantially for financing Vinzeo Technologies business combination completed on 1 July 2016 as already explained in the paragraph 5.8 'Subsequent events'.

Payables to other lenders are mainly advances obtained from factoring companies deriving from the usual with-recourse assignment of credits by the Group, and from outstanding payables received in the name and on behalf of clients under the without-recourse factoring agreement. The debt increase compared to 31 December 2015 is a direct consequence of different terms of payment.

29) Income tax liabilities

(eu ro/0 00) 30/06/20 16
30/06/20 16
31/12/20 15
31/12/20 15
31/12/20 15
Var.
Income tax liabilities 860 751 109

Income tax liabilities mainly refer to Iberica subgroup and are due to the difference between current income taxes and advances paid in the first half of 2016.

30) Derivative financial liabilities (current)

(eu ro/0 0 0) 30/0 6/20 16
6/20 16
31/12/20 1515
31/12/20 15
Var.
Derivative financial liabilities 246 195 51

The amount refers to the 'fair value' of 'IRS-Interest Rate Swap' contracts entered into December 2014 by Esprinet S.p.A. to entirely hedge the risk of interest rate fluctuations on the 'Term Loan Facility' signed with a pool of banks for 65.0 million euro in July 2014 (reduced to 56.9 million euro as effect of capital repayments as at 30 of June 2016).

The increase compared to 31 December 2015 is due to a reduction in reference interest rates, which became negative compared to the comparative period.

For further details regarding the two operations please refer to the section headed 'Derivatives analysis'.

32) Provisions and other liabilities

(eu ro/00 0 ) 30/06 /201 6
30/06 /201 6 31 /1
31 /1 2/20 15
15 15
Var.
Social secu ri ty liabil iti es (A) 3,565 3, 00 7
3, 00 7
558
558
Associates co mpanies l iabil ities (B) 5 5
5
-
-
VAT payables 13,148 10,888 2,260
Withholding tax liabilities 207 249 (42)
Other tax liabilities 1,112 1,369 (257)
Oth er payabl es to Tax au tho ri ties (C) 1 4,467 1 2, 50 6
2, 50 6
1 ,96 1
Payables to personnel 4,635 4,109 526
Payables to customers 5,311 7,821 (2,510)
Payables to others 1,829 1,849 (20)
T otal other creditors (D) 1 1,775 13, 779
779
(2,00 4)
(2,00 4)
Accru ed expenses and deferred i ncome (E) 428 337
337
9 1 9 1
P ro visio ns and other li abilities (F=A+ B+ C+ D+ E)
ro visio
li
D+ E)
30 ,240
30 ,24
29, 634
29, 634
60
60 6

Provisions and other liabilities include solely payables whose maturity is within the following 12 months.

Social security liabilities mainly refer to payables to Welfare Institutions linked to wages and salaries paid in June and to social contributions accrued on deferred compensation, including monetary incentives.

VAT liabilities, referring to the amount matured during the month of June.

Other tax liabilities are mainly taxes withheld on wages and salaries paid to employees during the month of June.

Payables to personnel refer to the June wages and salaries, as well as deferred monthly payables (holidays not taken, year-end bonus, Christmas salary) accruing at 30 June 2016.

Payables to customers refer to credit notes issued and not yet paid as at 30 June relating to ongoing business.

Payables to others include 1.1 million euro for Directors' fees accrued in the first half, as well as 0.6 million euro relating to commissions due and not paid to the Group's agent network.

Accrued expenses and deferred income are income and/or charges whose accrual date is deferred/anticipated compared to the cash collection/expenditure.

4. Notes to income statement items

Sales and costs analysis of the period, having previously stated both the Group financial results and the sales by product family and customer type in the 'Interim Directors' Report on Operations', are reported as follows:

33) Sales

Sales by geographical segment.

(eu ro/mi lli on)
(eu ro/mi lli on)
H.1 20 16
H.1
16 16
% H.1 20 15 H.1 20 15 15 % %
Var.
Q.2
2016
% Q.2
2015
% %
Var.
Italy 912.8 73.3% 941.5 76.1% -3.1% 457.9 72.7% 463.1 74.8% -1.1%
Spain 308.7 24.8% 271.3 21.9% 13.8% 160.4 25.5% 143.8 23.2% 11.5%
Other EU countries 13.0 1.0% 20.8 1.7% -37.6% 5.8 0.9% 10.6 1.7% -45.3%
Extra EU countries 10.5 0.8% 2.7 0.2% 282.2% 5.5 0.9% 1.3 0.2% 311.5%
Grou p sales
Grou sales
1,245.0
1,245.0
100 .0%
100 .0%.0%
1,236 .4
1,236 .4
100 .0%
100 .0%.0%
0 .7% 629.6 100 .0% 100 .0%.0% 6 18.8
6 18.8
100 .0%
.0% .0%
1.7%

Sales in other EU countries mainly refer to sales made by the Spanish subsidiary to customers resident in Portugal. Sales to extra E.U. countries refer mainly to the sales to clients whose residence is in the Republic of San Marino.

Sales by products and services.

H1 H1 % Q2 Q2 %
(eu ro/mi ll ion) 20 16
20 16
% 20 15
15
% Var. 20 16
16
% 20 15
15
% Var.
Product sales 919.9 73.9% 947.1 76.6% -3% 461.4 73.3% 466.3 75.4% -1%
Services sales 7.6 0.6% 4.4 0.4% 73% 3.8 0.6% 2.0 0.3% 90%
Sales - Su bgrou p Italy
Italy
9 27. 5 74.5% 574.5% 9 51. 5
51. 5
77.0 %
77.0 %
-3% 465. 2 73. 9 %
%%
468.3
468.3
75.7%
75.7%
-1%
Product sales 317.2 25.5% 284.9 23.0% 11% 164.3 26.1% 150.5 24.3% 9%
Services sales 0.3 0.0% - 0.0% 0% 0.1 0.0% - 0.0% 0%
Sales - Su bgrou p Spain
Spain
317. 5 25.5% 525.5% 284. 9 9 23.0 % 1 1% 164. 4 26.1 %
26.1 %
150 .5
150 .5
24.3%
24.3%
9 %
Gr ou p sales
p sales
1 ,245.
1 ,245. 0
10 0 .0 %%
10 0 .0 %
1 ,236. 4
1 ,236. 4
10 0 .0 %
10 0 .0 %
1% 629 . 6 10 0 . 0 0 %
10 0 . 0 %
618.8
618.8
10 0 .0
10 0 .0 %
2%

The sales analysis by product family and customer type is presented under the relative paragraph in the 'Interim Directors Report on Operation' to which reference is made for further details.

35) Gross profit

H1 H1 % Q2 Q2 %
(eu ro /00 0) 201 6
201 6
% 2015
2015
% Var. 2016
2016
% 2015
2015
% Var.
Sales 1,244,975 100.00% 1,236,389 100.00% 1% 629,551 100.00% 618,839 100.00% 2%
Cost of sales 1,174,213 94.32% 1,160,524 93.86% 1% 592,460 94.11% 580,604 93.82% 2%
Gro ss pro fi t
Gro pro t
70, 76 2
76 2 2
5.6 8% 8% 75, 865 75, 865 6. 14% -7% 37,09 1
37,09 1
5. 89%
89%
38, 235 235 6.1 8% -3%

Consolidated gross profit, equal to 70.8 million euro, showed a decrease of -7% (-5.1 million euro) compared to the same period of 2015 as consequence of a decrease in the gross profit margin. In the second quarter Gross profit, equal to 37.1 million euro, decreased by -3% compared to same period of previous year.

50) Other income

(eu ro /000 ) H1
201 6
% H1
201 5
% %
Var
Sales 1 .244.975
1 .244.975
1.236.389 0,69%
Other income 2.677 0,22% - 0,00% 100,00%
Other i nco me 2.677
2.677
0,22%
0,22%
- 0,00% 1 00,00% 1

Other income, amounting to 2.7 million euro, refers entirely to the gain realized from the newly established company, EDSlan S.r.l., for the business unit acquisition relating to distribution activities in networking, cabling, VoIP and UCC- unified communications sectors.

37-38) Operating costs

H1 H1 % Q2 Q2 %
( eu ro /0 00 ) 20 16
20 16
% 20 15
15
% Var . 20 16
16
% 20 15
15
% Var.
Sal es
es
1, 244, 9 75
1, 244, 9 75
##### 1, 236, 389 ##### 1% 6 29, 551 ##### 6 18,839 ##### 2%
Sales and marketing costs 22,864 1.84% 21,968 1.78% 4% 12,597 2.00% 10,978 1.77% 15%
Overheads and administrative costs 36,264 2.91% 32,988 2.67% 10% 19,096 3.03% 16,482 2.66% 16%
Operati ng co sts
Operati
sts
59, 128
59, 128
4. 75%
75%
54, 9 56 54, 9 56 4.44% 8% 31,6 9 3 5.0 3%
5.0 3%
27,46 0
27,46 0
4. 44% 15%
- of which non recurring 1,255 0.10% 657 0.05% 91% 1,255 0.20% 657 0.11% 91%
'Recu rri ng' o perating co sts
rri ng' o perating
57, 873
57,
4. 6 5%
6 5%5%
54, 29 9 54, 9 4.39 % 7% 30 ,438 4.83%
4.83%
26 ,80 3 4. 33% 3 14%

During the first six months of 2016 operating costs, amounting to 59.1 million euro, increased by 4.2 million euro compared to the same period of 2015. This change is mainly due (approx. 3.3 million euro) to the increase in 'administrative and general costs'.

During the first half 2016, consultancy costs, commission costs and registration fees, as a whole amounting to 1.3 million euro and referring to business combination operation both in Italy (EDSlan S.r.l.) and in Spain (Vinzeo Technologies S.A.U., acquired on 1 July 2016) were displayed as nonrecurring costs acquired on 1 July 2016).

In the same period of 2015 key personnel termination indemnities in the parent company (equal to 657 thousand euro) were identified as non-recurring items.

The operating costs incidence on sales increased from 4.44% in 2015 to 4.44% in 2016.

Reclassification by nature of some categories of operating costs

For the purposes of providing more information, some categories of operating costs allocated by 'function' have been reclassified by 'nature'.

Amortisation, depreciation, write-downs and accruals for risks

H1 H1 % Q2 Q2 %
(eu ro/0 00 ) 20 1 6
20 6
% 20
20 15
% Var. 20 16
16
% 20 15
20 15
% Var.
Sales 1, 244,9 75 ##### 1 ,236, 389 ##### 1% 629 ,551 ##### 618, 839 ##### 2%
Depreciation of tangible assets 1,590 0.13% 1,297 0.10% 23% 819 0.13% 669 0.11% 22%
Amortisation of intangible assets 246 0.02% 302 0.02% -19% 133 0.02% 137 0.02% -3%
Amort . & depreci ati on
on
1,836
1,836
0 15%15%
0 . 15%
1, 600
600
0 . 13%
. 13%
15% 9 52 0. 15%
15%
80 5 0 .13% 5 0 .13% 18%
Write-downs of fixed assets - 0.00% - 0.00% 0% - 0.00% - 0.00% 0 %
Amort. & depr ., wri te-downs (A)
depr
(A)
1,836
1,836
0 . 15%0 15%
0 . 15%
1, 600
1, 600
0 . 13%
0 . 13%
15% 9 52 0. 15%
0. 15%
80 5
80 5
0 .13%
0 .13%
18%
Accruals for risks and charges (B) 311 0.02% 324 0.03% -4% 237 0.04% 44 0.01% 439%
Amort. & depr ., wri te-downs,
accru al s for risks (C=A+ B)
2, 147 0 . 17%
. 17%
1,9 24
1,9 24
0 . 16%
0 .
12% 1, 189 0 .19 %
0 %%
849
849
0 .14%
0
40 %

Labour costs and number of employees

The labour cost analysis as at 30 June 2015 is detailed as follows:

(euro/000)
(euro/000)
H1 2016
H1 2016
% H1 2015 % % Var. Q2 2016 % Q2 2015 % % Var.
Sales 1.244.975
1.244.975
1.236.389
1.236.389
1% 629.551
629.551
618.839
618.839
2%
Wages and salaries 19.172 1,54% 17.390 1,41% 10% 10.157 1,61% 8.648 1,40% 17%
Social contributions 5.513 0,44% 5.188 0,42% 6% 2.917 0,46% 2.622 0,42% 11%
Pension obligations 1.053 0,08% 993 0,08% 6% 547 0,09% 520 0,08% 5%
Other personnel costs 482 0,04% 430 0,03% 12% 256 0,04% 220 0,04% 16%
Employee termination incentives 11 0,00% 814 0,07% -99% 10 0,00% 809 0,13% -99%
Share incentive plans 308 0,02% 73 0,01% 322% 154 0,02% 18 0,00% 756%
Total labour costs (1) 26.539 2,13% 24.888 2,01% 7% 14.041 2,23% 12.837 2,07% 9%

(1) Cost of temporary workers excluded.

In the first half of 2016 labour costs amounted to 26.5 million euro, increasing by +7% (+1.6 million euro) compared to the same period of previous year, and refer mainly to the newly established EDSlan S.r.l. that acquired a business unit with 95 employees from the pre-existing company, EDSlan S.p.A. on 8 April. Besides, the cost increase refers to a staff expansion in each country where the Group operates, partially offset by lower charges due to both business reorganisation and disposal of the 'Rosso Garibaldi' business by Celly group in 2015.

The employees number of the Group - split by qualification - is shown in the table below: 30 June 2015 figures include approx. 20 employees of Celly S.p.A., subsequently disposed through the 'Rosso Garibaldi' business.

Clerks and
Execu ti ves mi ddle Workers
Workers
Total
Total
Average*
man ager
Esprinet S.p.A. 18 656 2 6 76
Celly S.p.A. 1 37 - 38
V-Valley S.r.l. - - - -
Celly Pacific LTD - 4 - 4
Celly Swiss SAGL - - - -
Celly Nordic OY - 3 - 3
EDSlan S.r.l. 5 86 5 9 6
Su bgrou p Italy 24 786 7 817 76 0
Esprinet Iberica S.L.U. - 255 52 307
Esprinet Portugal Lda - 7 - 7
Su bgrou p Spai n - 26 2 52 314 314
Grou p as at 30 Ju ne 20 16
20 16
24
24
1, 048 1, 048 59 1 ,1 31 1 ,1 3131 1, 074
Grou p as at 31 December 20 15
20 15
19
19
9 45 52 1, 01 6 01 6 9 93
Var 30/06/2016 - 31/12/2015 5 103 7 115 81
Var % 26% 11% 13% 11% 8%
Grou p as at 30 Ju ne 20 15
20 15
18
18
9 45 51 1, 0 14 1, 0 14 0 14 9 92
Var 30/06/2016 - 30/06/2015 6 103 8 117 82
Var % 33% 11% 16% 12% 8%

(1) Average of the balance at period-beginning and period-end.

Share incentive plans

In the first half of 2016 costs were booked referring to the Long Term Incentive Plan, approved on 30 April 2015.

Conversely, in the corresponding period of the previous year, costs were booked referring to the previous Long Term Incentive Plan, approved on 9 May 2012 and come to maturity on 30 April 2015.

Esprinet S.p.A. owned only 31,400 of the ordinary shares underlying the abovementioned Plan, with a face value of 0.15 euro each. Therefore it had to acquire the remaining amount relating to the 646,889 rights granted.

Both the plans booked at 'fair value' as at grant date by adopting the Black-Scholes method, taking into account the expected volatility, the foreseen dividend yield (as per the latest dividend distribution to shareholders) and the level of the risk-free interest rate at that date.

The main information items used in reporting the value of both the stock grant plans are summarized as follows:

Plan 1
Plan 1
Plan 2
Plan 2
Allocation date 14/05/12 30/06/15
Vesting date 30/04/15 30/04/18
Expiry date 30/06/15 30/06/18
Total number of stock grant 1,150,000 1,150,000
Total number of stock grant allocated 1,150,000 646,889
Total number of stock grant granted 1,150,000 646,889
Wages and salaries 2.38 6.84
Social contributions 2,737,897 4,424,721
Risk-free interest rate (BTP 3 years) 1.1% (1) 0.7% (2)
Implied volatility (260 days) 47.4% (1) 40.9% (2)
Duration (years) 3 3
Spot price (3) 2.64 7.20
Dividend yield 3.4% 1.7%

(1) Source: Bloomberg, 11 May 2012

(2) Source: Bloomberg, 29 June 2015

(3) Official price of Esprinet S.p.A. shares at assignment date.

Costs in the income statement relating to the abovementioned plans totalled 308 thousand euro with reference to the employees (73 thousand euro in the first half of 2015) and 463 thousand euro with reference to Board of Directors' members (231 thousand euro in the first half of 2015).

42) Finance costs – net

H1 H1 % Q2 Q2 %
(euro /000 ) 2016
2016
% 2015
2015
% Var. 2016
2016
% 2015 % Var.
Sales 1,244,975 ##### 1,236 ,38 9 ##### 1% 629,551 ###### 6 18,839 ##### 2%
Interest expenses on borrowings 1,008 0.08% 922 0.07% 9% 506 0.08% 467 0.08% 8%
Interest expenses to banks 109 0.01% 183 0.01% -40% 58 0.01% 118 0.02% -51%
Other interest expenses 15 0.00% 21 0.00% -29% 12 0.00% 21 0.00% -43%
Upfront fees amortisation 193 0.02% 202 0.02% -4% 95 0.02% 101 0.02% -6%
Interest on shareholdings acquired - 0.00% 6 0.00% NA - 0.00% (12) 0.00% NA
IAS 19 expenses/losses 41 0.00% 33 0.00% 24% 21 0.00% 5 0.00% >100%
IFRS financial lease interest expenses - 0.00% 1 0.00% NA - 0.00% - 0.00% NA
T otal fi nanci al expenses (A)
nanci al
(A)
1,366
1,366
0.11%
0.11%
1,36 8
1,36 8
0
0 .11%
0 % 69 2 0 .11%
0 .11%
700
700
0
0 .11%
-1%
Interest income from banks (60) 0.00% (220) -0.02% -73% (24) 0.00% (71) -0.01% -66%
Interest income from others (62) 0.00% (60) 0.00% 3% (28) 0.00% (35) -0.01% -20%
Changes in debts from investments in subsidiaries (132) -0.01% - 0.00% NA (86) -0.01% - 0.00% NA
T otal fi nanci al i nco me(B)
nanci al nco me(B)
(254) (254) -0.02% (280) -0.02% -9 % (138) -0.02%
(138) -0.02%
(106 ) ) -0.02% 30%
Net fi nanc i al exp. (C=A+ B)
fi
exp.
B)
1,112 0.09 % 0.09 % 1,08 8
1,08 8
0 .09%
0 .09%
2% 554 0 .09%
0 .09%
594
594
0.10% -7%
Foreign exchange gains (599) -0.05% (677) -0.05% -12% (171) -0.03% (219) -0.04% -22%
Foreign exchange losses 588 0.05% 1,724 0.14% -66% 425 0.07% 182 0.03% >100%
Net fo rei gn exch . (profi t)/lo sses (D)
fo rei gn
(D)
(11)
(11)
0.00 % % 1,047
1,047
0 .08%
0 .08%
<-100 % 254 0.04%
0.04%
(37) -0.01% <-10 0%
Net fi nanc i al (inc ome)/co sts (E=C+ D)
fi
(inc ome)/co sts
D)
1,10 1 0.09 % 1% 2,135
2,135
0.17%
0.17%
-48 % 808 0 .13%
.13%
557
557
0.09%
0.09%
45%

The negative balance of 1.1 million euro between financial income and charges shows an improvement (+1.0 million euro) compared to the same period of previous year.

The abovementioned trend was mainly due to the positive impact of the foreign exchange management (+1.0 million euro), which recorded a profit of 11 thousand euro in the first semester 2016 as compared to a loss of 1.0 million euro in the same period 2015.

Net interest to banks, negative by 1.1 million euro, shows a worsening of 0.2 million euro compared to the same period of previous year (0.9 million euro as at 30 June 2015) mainly as a consequence of an increase in the average debt levels to banks, only partially counterbalanced by a decline in rates as compared to the first half of previous year.

As at 30 June 2016, the amount of the item 'Changes in debts from investments in subsidiaries', equal to +132 thousand euro, relates to the discounting of the consideration referred to the potential acquisition of 20% in Celly shares.

(eu ro/00 0) H1 % H1 % % Q2 % Q2 % %
2016
2016
2015
2015
Var. 20 16
20 16
20 15
15
Var .
Sales
Sales
1,244,975
1,244,975 #####
1 ,236,389 ##### Ricavi 1% 629,551 ##### 61 8,839 ##### 2%
Cu rrent and deferred taxes
rrent and deferred taxes
2,853
2,853
0.23% 5,527 0 .45% -48% Imposte correnti e differite
1,155
0.18%
1,155 0.18%
3,239 0.52% -64%
Profit before taxes 13,211 1.06% 18,770 1.52% -30% Utile ante imposte 7,268 1.15% 10,218 1.65% -29%
Tax rate 22% 0.00% 29% 0.00% -27% Tax rate 16% 0.00% 32% 0.00% -50%

45) Income tax expenses

Income taxes, amounting to 2.9 million euro, decreased by 48% compared to the first half of 2015, mainly as a consequence of 2.7 million euro income arising from the asset deal executed by the subsidiary EDSlan S.r.l.. Net of the above mentioned event, the tax rate amounts to 27%, still decreasing compared to the first half of 2015, thanks to both a lower taxable income and to the lower estimated tax rate for the period.

46) Net income and earnings per share

H1 H1 % Q2 Q2 %
(eu ro /0 00 ) 20 16
20 16
201 5
5
Var. Var. 201 6
201 6
20 15
15
Var. Var.
Net inco me 10 ,358
,358
13,243
13,243
(2,885) (2,885) -22% 6 ,1 13
13
6 ,9 79
79 79
(866 ) -12%
Weighed average no. of shares in
circulation: basic
51,757,451 51,496,144 51,757,451 51,766,347
Weighed average no. of shares in
circulation: diluted
51,999,812 51,618,545 52,020,553 50,882,585
Earnings per share in euro - basic 0 .20 0. 26 (0. 06 ) ) -23% 0. 12
0. 12
0 .13
0 .13
-0 .0 1 1 -8%
Earnings per share in euro - diluted 0 .20 0. 26 (0. 06 ) (0. 06 -23% 0. 12
0. 12
0 .14
0 .14
-0 .0 2 -0 .0 -14%

No own shares held in portfolio were used to calculate the 'basic' earnings per share.

The potential shares involved in the stock grant plan approved on 30 April 2015 by the Esprinet S.p.A. Shareholders' meeting, resulting in the free assignment of 646,889 rights to receive Esprinet S.p.A. ordinary shares, were used in the calculation of the 'diluted' profit per share.

5. Other significant information

5.1 Cash flow analysis

As at 30 June 2016, due to cash flows development reported in the Consolidated statement of cash flows, the Esprinet Group recorded a net financial indebtedness of 12.9 million euro compared to 28.9 million euro as at 30 June 2015 as shown in the following table.

(eu ro/0 00 ) H1
20 16
20 16
H1
201 5
5
Net financial debt at start o f th e year (185,9 13)
(185,9 13)
(130 ,284)
(130 ,284)
Cash flow provided by (used in) operating activities (170,628) (148,455)
Cash flow provided by (used in) investing activities (19,760) (2,856)
Cash flow provided by (used in) changes in net equity (7,765) (6,696)
T o tal cash flo w (19 8,152)
(19 8,152)
(158,0 0 7)
7)
Unpaid interests (693) (1,196)
Net financial po siti on at end o f year 1 2, 9 31 28,9 19
19
Short-term financial liabilities 72,783 24,156
Customers financial receivables (452) (441)
Current financial (assets)/liabilities for derivatives 246 164
Financial receivables from factoring companies (4,838) (822)
Cash and cash equivalents (115,138) (60,386)
Net cu rrent fi nanci al debt (47, 39 9 )
39 )
(37,329 )
(37,329 )
Borrowings 57,216 59,160
Debts for investments in subsidiaries 5,091 9,697
Non-current financial (assets)/liab. for derivatives 315 88
Customers financial receivables (2,292) (2,697)
Net financial debt at start o f th e year 1 2, 9 31 28,9 19
19

5.2 Net financial indebtedness

Pursuant to Consob Communication No. DEM/6064293 of 28 July 2006, the net financial indebtedness (or 'net financial position' also) is substantially calculated in compliance with the criteria specified in the CESR or Committee of European Securities Regulators recommendation of 10 February 2005: 'CESR's recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses nº 809/2004' and referred to by Consob itself.

With reference to the same table, it should be underlined that the net financial indebtedness, measured according to the CESR criteria, coincides with the notion of 'net financial debt' used hereafter.

(euro /0 0 0 ) 30 /0 6/201 6
6
31/12/20 1515
31/12/20 15
30 /0 6/20
30 /0 6/20 15
A. Bank deposits and cash on hand 115,125 280,087 60,367
B. Cheques 13 2 18
C. Trading securities - - -
D. Liquidity (A+B+C) 115,138 280,089 60,386
Financial assets for derivatives - - -
Customer financial receivables 452 507 441
Financial receivables from factoring companies 4,838 2,714 822
E. Current financial receivables 5,290 3,221 1,263
F. Current bank debt 43,303 3,687 7,111
G. Current portion of non current debt 18,547 17,582 8,970
H. Other current financial debt and financial liability for derivatives 11,179 8,241 8,239
I. Current financial debt (F+G+H) 73,029 29,510 24,320
J . Net cur rent financial indebtedness (I-E-D) (47,399 )
)
(253, 80 0 )
))
(37,329 ) (37,329 )
K. Non-current bank loans 57,216 65,138 59,160
L. Customers financial receivables (2,292) (2,696) (2,697)
M. Other financial debt & non-current financial liabilities for derivatives 5,406 5,446 9,785
N. Non-cu rrent fin ancial in debtedness (K+ L+ M) 60 ,330 67,888
67,888
66,248
O. Net finan cial indebtedn ess (J + N) 12,9 31 (185,9 13)13)
(185,9 13)
28,9 1 9
9
Br eakdo wn of net financial indebtedness:
Short-term financial liabilities 72,783 29,314 24,156
Current financial (assets)/liabilities for derivatives 246 195 164
Customers financial receivables (452) (507) (441)
Financial receivables from factoring companies (4,838) (2,714) (822)
Cash and cash equivalents (115,138) (280,089) (60,386)
Net curr ent finan cial debt (47,399 )
)
(253,80 1)
1) 1)
(37,329 ) (37,329 )
Non-current financial (assets)/liabilities for derivatives 315 224 88
Customers financial receivables (2,292) (2,696) (2,697)
Debts for investments in subsidiaries 5,091 5,222 9,697
Borrowings 57,216 65,138 59,160
Net financial debt 12,9 31 (185,9 13)(185,9 13)
(185,9 13)
28,9 1 9
28,9 1 9

The Group's net financial position, negative in the amount of 12.9 million euro, corresponds to a net balance of gross financial debts of 130.0 million euro, derivative financial liabilities of 0.6 million euro, financial debt for subsidiaries purchasing of 5.1 million euro, financial receivables from factoring companies' totalling 4.8 million euro, customer financial receivables equal to 2.7 million euro, and 'Cash and cash equivalents' of 115.1 million euro.

The liquid assets mainly consist of free and unrestricted bank deposits of a transitional nature as they are formed temporarily at the end of the month as a result of the Group's distinctive financial cycle.

A feature of this cycle is the high concentration of funds received from customers and factoring companies – the latter in the form of net income from the non-recourse assignment of trade receivables – normally received at the end of each calendar month, while payments to suppliers, also tending to be concentrated at the end of the period, are usually spread more equally throughout the month. For this reason, the spot figure at the end of a period does not represent the net financial borrowings or the average treasury resources for the same period.

The without-recourse sale of account receivables revolving programme focusing on selected customer segments continued during 2016 both in Italy and in Spain as part of the processes aimed at the structural optimisation of the management of working capital. This program is aimed at transferring risks and rewards to the buyer thus receivables sold are eliminated from balance sheet according to IAS 39. The overall effect on the levels of financial debt as at 30 June 2016 is approx. 200 million euro (approx. 287 million euro as at 31 December 2015 and approx. 125 million euro as at 30 June 2015).

Details of the current portion of medium-/long-term financial debt and the portion falling due beyond the following year, broken down by 'Subgroup Italy' and 'Subgroup Spain', are illustrated below. Please note that amounts may be different from the book value of loan principal since they represent the amortised cost calculated on the basis of the effective interest rate.

30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
(euro/000) Curr.
Curr.
Non - curr.
curr.
Tot. Curr. Non - curr. curr. Tot. Curr. Non - curr. Non - curr.curr. Tot.
Pool loan (ag. Banca IMI) 16,076 40,455 56,531 16,047 48,502 64,549 29 (8,047) (8,018)
Intesa Sanpaolo (GdF loan) 384 2,242 2,626 368 2,636 3,004 16 (394) (378)
Unicredit - 10,000 10,000 - 10,000 10,000 - - -
Intesa Sanpaolo 1,000 3,500 4,500 1,000 4,000 5,000 - (500) (500)
Credem - - - 167 - 167 (167) - (167)
Deutsche Bank 252 - 252 - - - 252 - 252
BPM 335 254 589 - - - 335 254 589
Unicredit 250 383 633 - - - 250 383 633
Intesa Sanpaolo 250 382 632 - - - 250 382 632
Total Subgroup Italy
Italy
18,547
18,547
57,216 75,763 17,582 65,138 82,720 965 (7,922) (7,922) (7,922) (6,957) (6,957)
Total Subgroup Iberica
Iberica
-
-
- - - - - - - -
Total Group 18,547 57,216 75,763 17,582 65,138 82,720 965 (7,922) (6,957)

The following table shows the principal carrying amount of the above mentioned loans:

(euro/000) 30/06/2016
30/06/2016
31/12/2015
31/12/2015
31/12/2015
Var.
Pool loan 'GdF' (agent: Intesa Sanpaolo) to Esprinet S.p.A.
repayable in 9 yearly instalments by January 2022
2,696 3,085 (389)
Unsecured pool loan to Esprinet S.p.A.
repayable in 1 six-monthly instalments by July 2019
56,875 65,000 (8,125)
Unsecured loan (agent: Unicredit) to Esprinet S.p.A.
repayable in 1 six-monthly instalments by July 2019
10,000 10,000 -
Unsecured loan (agent: Intesa Sanpaolo) to Celly S.p.A.
repayable in 1 six-monthly instalments by October 2020
4,500 5,000 (500)
Unsecured pool loan (agent: Credem) to Celly S.p.A.
repayable in quarterly instalments by January 2016
- 167 (167)
Unsecured loan (agent: Deutshe Bank) to EDSlan S.r.l.
repayable in monthly instalments by October 2016
252 - 252
Unsecured loan (agent: BPM) to EDSlan S.r.l.
repayable in quarterly instalments by March 2018
589 - 589
Unsecured loan (agent: Unicredit) to EDSlan S.r.l.
repayable in monthly instalments by December 2018
633 - 633
Unsecured loan (agent: Intesa Sanpaolo) to EDSlan S.r.l.
repayable in monthly instalments by December 2018
632 - 632
Total book value of loan principal 76,177 83,252 (7,075)

5.3 Loan covenants

The loan agreement whose principal has a book value amounting to 65.0 million euro, consisting of a Term Loan Facility entered by Esprinet S.p.A. with a pool of banks, received in August 2014 and expiring within July 2019 and the loan agreement with a principle book value amounting to 10 million euro taken with Unicredit S.p.A. in July 2015 and expiring in July 2019, both are subject to the compliance of 3 covenants, the failure of which allow the issuing institutes to claim their immediate repayment. These covenants, which are subject to 6-monthly checks against the audited consolidated financial statements are listed as follows:

  • i) ratio between 'extended net financial indebtedness' and EBITDA;
  • ii) ratio between EBITDA and net financial charges
  • iii) amount of 'extended net financial indebtedness'

Where 'extended net financial indebtedness' is the net financial indebtedness as measured in the previous paragraph Net financial indebtedness and financial liabilities analysis gross of financial receivables and of the impact of prepayments received from factoring companies within the 'without recourse' sale of account receivables programs or from other financial counterparts within account receivables securitisations.

In addition a Revolving Facility, entered into in the same date, and having the same maximum loan principal and maturity as the Term Loan Facility, drawn on average by 41.0 million euro during 2015 between beginning of July and beginning of November but undrawn after the latter date is also subject to the compliance of the above said covenants. Main purpose of the Revolving Facility and of the Term Loan Facility is to support Group's financial needs by maintaining an adequate level of stability and flexibility of the financial structure.

At 30 June 2016, according to management estimates, the covenant were observed.

Loan contracts also contain the usual 'negative pledge', 'pari passu' and similar type clauses none of which were breached at the time this report was drafted.

5.4 Relationships with related entities

The details of the number and type of operations with related parties, the total value of which however is insignificant in relation to the overall volume of the Group's business operations, can be found under 'Relationships with related parties'.

5.5 Non-recurring significant events and operations

In the first half of 2016 the following non-recurring items were identified:

  • 2.7 million gain arising form the asset deal relating to distribution activities in networking, cabling, VoIP and UCC- unified communications sectors by the newly established company, EDSlan S.r.l., from the pre-existing company EDSlan S.p.A.
  • Miscellaneous costs amounting to 1.3 million euro for consultancy, commissions and registration fees relating to business combinations both in Italy (EDSlan S.r.l.) and in Spain (Vinzeo Technologies S.A.U., acquired on 1 July 2016).

In the same period of 2015 key personnel termination indemnities in the parent company (equal to 657 thousand euro) were identified as non-recurring items.

The following table shows the impact of the above said events and transactions on the income statement (including the related tax effects):

(eu ro/000 ) Charge type H1
20 16
H1
2015
Var.
Other income Income from business combination 2,677 - 2,712
Other income
Other income
2, 677
677
- 2, 712
Overheads and administrative costs Transaction costs on EDSlan's acquisition (1,255) - (1,255)
Overheads and administrative costs Employee termination incentives - (657) 657
Total SG&A (1, 255)
255)
(657)
(657)
(59 8)
Operating income (EBIT) 1,422
1,422
(657)
(657)
(59 8)
P rofi t before i ncome taxes 1,422
1,422
(657)
(657)
(59 8)
Income tax expenses Non-recurring events impact 384 228 (494)
P rofi t for the peri od 1, 806
806
(429)
(429)
(1,0 92) 92)
Non-controlling interest - - -
Net in come / (loss) 1, 806
806
(429)
(429)
(1,0 92)

5.6 Seasonal nature of business

The table below highlights the impact of sales per solar quarter in the years 2015 and 2014.

20 15 20 14
Grou p
Grou p
Italy
Italy
Iberi ca Iberi caca Gro u p Gro u p u p Italy Iberi ca Iberi ca
Sales Q1 22.9% 24.2% 19.3% 22.4% 23.3% 19.9%
Sales Q2 23.0% 23.5% 21.6% 22.7% 23.5% 20.8%
Sal es H1
Sal
H1
45. 9%
9%
47.7% 40 .9% .9% 45.1% 46 .7% .7% 40. 7%
Sales Q3 21.1% 20.5% 23.0% 21.9% 21.7% 22.8%
Sales Q4 33.0% 31.8% 36.0% 33.0% 31.6% 36.5%
Sal es H2
Sal
H2
54.1%
54.1%
52.3% 59 .1% .1% 54.9 % % 53.3% 59 .3%
Sal es for the year
Sal
year
10 0. 0%
10
0%
1 00 .0 % % % 10 0 .0% 10 .0% 10 0.0 % 10 % % 10 0 .0 % 0 .0 % 10 0.0 % 10

The IT and electronic markets both in Italy and in Spain are traditionally characterised by seasonal sales which involve an increase in demand in the fourth quarter of the solar year essentially in terms of purchases concentrated in the pre-Christmas and in the so-called 'back-to-school' seasons to consumers and by the spending dynamics of budgets dedicated to IT investments which are statistically concentrated around the months of November and December.

The seasonable nature of IT and electronics sales has an influence both on the business volumes of the distribution industry and on the sales volumes of the Esprinet Group.

The winter trend provides a contrast to the drop in demand in the summer months, in August, in particular. As a result of the increasing reluctance to suspend work during the summer months, this last trend also appears to be re-dimensioning, in the business sector in particular.

In addition to the above, operating results are also seasonal, but even more so than those of sales since the absolute profit margin levels track the seasonal nature of sales, while overheads tend to be more regular during the year.

The seasonal nature of sales described above also has an influence on the part of the levels of borrowings that is closely linked to working capital needs, which peak in the last part of each solar year.

The level of net borrowings fluctuates dramatically not only along the calendar year but also during each month, due for the most part to the concentration of payments received from customers at the end and middle of each month, while the maturities of payments to suppliers are distributed more evenly over the month.

For this reason, the figure resulting at the end of the period, or at the end of each month, is not much representative of the average net financial indebtedness customarily observable during the same period.

The circumstances described above give rise to higher financial and commercial risk levels for the Group compared with businesses which are less subject to seasonable fluctuations.

5.7 Financial instruments pursuant to IAS 39: classes of risk and 'fair value'

The following table illustrates the relationship between the financial instrument items in the statement of financial position and the financial assets and liabilities categories in accordance with accounting standard IAS 39:

Assets
Assets
30/06/2016
30/06/2016
31/12/2015
(euro/000) Carrying
amount
Financial
assets at
FVTPL(1)
Loans and
receiv.
Not
IAS 39
Carrying
amount
Financial
assets at
FVTPL(1)
Loans and
receiv.
Not
IAS 39
Customer financial receivables 2,292 2,292 2,696 2,696
Guarantee deposits 4,184 2,543 1,641 4,649 3,040 1,609
Consortium membership fees - - - -
Rec.and other non-curr. Assets 6,476 4,835 1,641 7,345 5,736 1,609
Non-current assets 6,476 - 4,835 1,641 7,345 - 5,736 1,609
Trade receivables 259,901 259,901 251,493 251,493
Receivables from associates - - 164 164
Receivables from factors 4,838 4,838 2,714 2,714
Customer financial receivables 452 452 507 507
Other tax receivables 3,822 3,822 1,504 1,504
Receivables from suppliers 7,605 7,605 7,471 7,471
Receivables from insurances 1,846 1,846 1,863 1,863
Receivables from employees - - 150 150
Receivables from others 277 277 173 173
Pre-payments 3,301 3,301 2,963 2,963
Other receivables 22,141 7,413 14,728 17,509 5,571 11,938
Cash and cash equivalents 115,138 115,138 280,089 280,089
Current assets 397,180 - 382,452 14,728 549,091 - 537,153 11,938
Liabilities
Liabilities
30/06/2016
30/06/2016
31/12/2015
Financial
liabilities
amortized
39
(1)
cost
65,138
224
5,222
31
31
5,446
65,169
522,436
29,314
195
5
3,007
13,779
255
(euro/000) Carrying
amount
Financial
liabilities
at FVTPL (1)
Financial
liabilities
amortized
cost
Not IAS
39
Carrying
amount
Financial
liabilities
at FVTPL
Not IAS
Borrowings 57,216 57,216 65,138
Derivative financial liabilities 315 315 224
Debts for investments in subsidiar. 5,091 5,091 5,222
Provisions of pensions 2,353 2,353 1,904 1,904
Other provisions 396 396 560 560
Cash incentive liabilities 123 123 31
Prov. and other non-curr. Liab. 2,872 123 2,749 2,495 2,464
Non-current liabilities 65,494 5,406 57,339 2,749 73,079 2,464
Trade payables 358,928 358,928 522,436
Short-term financial liabilities 72,783 72,783 29,314
Derivative financial liabilities 246 246 195
Associates liabilities 5 5 5
Social security liabilities 3,565 3,565 3,007
Other tax liabilities 14,467 14,467 12,506 12,506
Payables to others 11,775 11,775 13,779
Accrued expenses (insurance) 428 428 255
Deferred income - - 83 83
Provisions and other liabilities 30,240 15,773 14,467 29,635 17,046 12,589
Current liabilities 462,197 246 447,484 14,467 581,580 195 568,796 12,589

(1) 'FVTPL': Fair Value Through Profit and Loss.

For further details about the contents of individual balance sheet items please see the analyses provided in the specific sections in the chapter 'Notes to the statement of financial position items'. The fair value measurement of financial assets and liabilities reported in the statement of financial statements as provided for by IAS 39 and governed by IFRS 7 and IFRS 13, grouped by classes of risk, and the methods and the assumptions applied in determining them, are as follows:

Assets 30/06/2016 31/12/2015
Fair value Fair value
(euro/000) Carrying amount Trade
receiv.
Financial
receiv.
Receiv.
From
other
Receiv.
From
insurers
Receiv.
From
employ
Carrying amount Trade
receiv.
Financial
receiv.
Receiv.
From
other
Receiv.
From
insurers
Receiv.
From
employ
Customer financial ees ees
receivables 2,292 2,542 2,696 2,967
Guarantee deposit 2,543 2,486 3,040 2,973
Other non current assets 4,835 5,028 5,736 5,940
Non-current assets 4,835 - 5,028 - - - 5,736 - 5,940 - - -
Trade receivables 259,901 259,901 251,493 251,493
Receiv. Form associates - - 164 164
Receiv. From factors 4,838 4,838 2,714 2,714
Customer financial receivables 452 452 507 507
Receiv. From insurances 1,846 1,846 1,863 1,863
Receiv. From employees - - 150 150
Receiv. From others 277 277 173 173
Other receivables 7,413 5,290 277 1,846 - 5,571 3,221 173 1,863 314
Cash and cash equival. 115,138 115,138 280,089 280,089
Current assets 382,452 259,901 120,428 277 1,846 - 537,153 251,493 283,310 173 1,863 314
Liabilities
Liabilities
30/06/2016
30/06/2016
31/12/2015
Fair value Fair value
(euro/000) Carrying
amount
Trade
payables
Financial
payables
FVTPL
derivat
Other
payables
Carrying
amount
Trade
payables
Financial
payables
FVTPL
derivat
Other
payables
Borrowings 57,216 56,912 65,138 64,182
Financial derivarives 315 315 224 224
Debts for investments in
subsidiar.
5,091 5,163 5,222 5,137
Cash incentive liab. 123 123 31 31
Payables to other 123 123 31 31
Non-current liabilities 62,745 - 62,075 315 123 70,615 - 69,319 224 31
Trade payables 358,928 358,928 522,436 522,436
Short-term financial liab.
Financial derivarives
72,783
246
74,749 246 29,314
195
30,004 195
Associates liabilities 5 5 5 5
Social security liabilities 3,565 3,565 3,007 3,007
Payables to other 11,775 11,775 13,779 13,779
Accrued expenses 428 428 255 255
Provision and other liab. 15,773 15,773 17,046 17,046
Current liabilities 447,730 358,928 74,749 246 15,773 568,991 522,436 30,004 195 17,046

The corresponding hierarchy level for each of the abovementioned fair value list is described below as required by IFRS 13:

Assets
Assets
30/06/2016
30/06/2016
30/06/2016
31/12/2015
(euro/000) Carrying
amount
Fair value Fair value
hierarchy
Carrying
amount
Fair value Fair value
hierarchy
Customer financial receivables 2,292 2,542 level 2 2,696 2,967 level 2
Guarantee deposits 2,543 2,486 level 2 3,040 2,973 level 2
Other non current assets 4,835 5,028 5,736 5,940
Non - current assets 4,835 5,028
-
5,736 5,940
-
Trade receivables 259,901 259,901 level 2 251,493 251,493 level 2
Receiv. From associates - - level 2 164 164 level 2
Receiv. From factors 4,838 4,838 level 2 2,714 2,714 level 2
Customer financial receivables 452 452 level 2 507 507 level 2
Receiv. From insurances 1,846 1,846 level 2 1,863 1,863 level 2
Receiv. From employees - - level 2 150 150 level 2
Receiv. From others 277 277 level 2 173 173 level 2
Other receivables 7,413 7,413 5,571 5,571
Cash and cash equival. 115,138 115,138 280,089 280,089
Current assets 382,452 382,452 537,153 537,153
Liabilities
Liabilities
30/06/2016
30/06/2016
31/12/2015
31/12/2015
(euro/000) Carrying
amount
Fair value Fair value
hierarchy
Carrying
amount
Fair value Fair value
hierarchy
Borrowings 57,216 56,912 level 2 65,138 64,182 level 2
Financial derivatives 315 315 level 2 224 224 level 2
Debts for investments in subsidiaries5,091 5,163 level 3 5,222 5,137 level 3
Cash incentive liab. 123 123 level 2 31 31 level 2
Provision and other liab. 123 123 31 31
Non-current liabilities 62,745 62,513 70,615 69,574
Trade payables 358,928 358,928 level 2 522,436 522,436 level 2
Short-term financial liab. 72,783 74,749 level 2 29,314 30,004 level 2
Financial derivatives 246 246 level 2 195 195 level 2
Associated liabilities 5 5 level 2 5 5 level 2
Social security liabilities 3,565 3,565 level 2 3,007 3,007 level 2
Payables to others 11,775 11,775 level 2 13,779 13,779 level 2
Accrued expenses 428 428 level 2 255 255 level 2
Provision and other liab. 15,773 15,773 17,046 17,046
Current liabilities 447,730 449,696 568,991 569,681

Given their short-term maturity, the gross carrying value of current assets (excluding derivatives if any), trade payables, short-term financial liabilities and other payables (excluding liabilities for monetary incentives), is deemed a reasonable approximation of their 'fair value' (classified in level 2 in the so called 'fair value hierarchy').

The 'fair value' of non-current assets and borrowings was estimated by discounting expected cash flows from principal and interest, according to the terms and the due dates of each agreement, and using the market interest curve at the balance sheet date, as adjusted for the effects of DVA (Debit Value Adjustment) and the CVA (Credit Value Adjustment).

The 'fair value' of 'Interest Rate Swap' (IRS) derivatives was estimated by discounting expected cash flows, according to the terms and the due dates of each derivative agreement and its underlying, and using the market interest curve at the balance sheet date, as adjusted for the effects of DVA (Debit Value Adjustment) and the CVA (Credit Value Adjustment).

The interest rates used were obtained from the 'Forward' and the 'Spot' Curve Euro at 30 June as provided by Bloomberg plus any spread provided for by the agreement (such spread was not taken into account in applying the market interest curve for discounting cash flows). Since all inputs entered in the valuation model were based on observable market data instruments are classified at hierarchy level 2. The soundness of the measurement made, with reference to IRS - Interest Rate Swap, was confirmed by the comparison with the value provided by the issuer banks.

Debt for investments in subsidiaries shows the present value of the enterprise value of the residual 20% share in Celly S.p.A., measured using the 5-year free-risk rate at 30 June 2016, as adjusted in order to taken into account the remaining time until the first available exercise date of the option (falling on 12 May 2019). The fair value so measured corresponds to a level 3 in the fair value hierarchy being based also on management estimates about future financial performance of the subsidiary. Further details can be found in the paragraph 'Goodwill' in the Notes to the Consolidated Financial Statement as at 31 December 2015.

5.8 Derivatives analysis

Introduction

The Esprinet Group signs derivative contracts in order to hedge some loan agreements against fluctuating interest rates by means of a strategy of cash flow hedge.

The aim of these hedging transactions against the interest rate risk is to fix the funding cost of middle/long-term floating-rate loans by entering into a derivative contract that enables the Group the floating rate to be received and the fixed rate to be paid.

Hedging operations are therefore reported in the financial statements according to the instructions of the IAS 39 accounting principle regarding 'hedge accounting' and in order to verify the hedge effectiveness, the Group periodically carry out perspective and retrospective tests.

Derivative instruments as at 30 June 2016 30 June 2016

As at 30 June 2016 the Group was using eight IRS (Interest Rate Swap) contracts with different notional amounts and fixed interest rate but identical conditions (hedging instruments), which were entered into with each of the eight banks that on 31 July 2014 granted the medium-term variable interest rate loan of 65 million euro, called Term Loan Facility.

Each financing counterparties signed the derivative proportionally to their respective share in the loan, which the derivative is intended to hedge by means of their receiving a variable interest rate against payment of a fixed interest rate.

Further details concerning the derivatives contracts/hedging instruments can be found under 'Hedge accounting' in the 'Notes to the consolidated financial statements' of 2015.

The next tables illustrate the following information regarding the derivative contracts with reference to the cash flow hedge accounting technique:

  • the notional amount at 30 June 2016 and at 31 December 2015 shared into portions maturing within or beyond a 12-months period;
  • the amount recognised in the statement of financial position as at 30 June 2016 and 31 December 2015 representing the 'fair value' of the contracts at the date of the 'highly'effective hedge termination;
  • the cumulative change in fair value from the inception to the date of 'highly'effective hedge termination with reference to the instalments still effective at the financial statement closing date;
  • the ineffective portion recognised or reversed in income statement under 'Finance costs' from the inception with reference to the instalments still outstanding at the same date.
Notional amount
Period
Income Taxes on FV Retained
(euro/'000) Within 1
year
Beyond 1
year
Fair value (1) statement (2) contracts (3) earnings (4)
Interest rate risk management
- cash flow hedge on derivatives 2014
- cash flow hedge on derivatives 2014
30/06/2016
31/12/2015
16,250
16,250
40,625
48,750
561
419
105
84
(126)
(92)
(330)
(243)

(1) Amount of the (assets)/liabilities recorded in the statement of financial position resulting from derivatives measured at fair value using cash flow hedge accounting technique.

(2) Ineffective portion of the gain or loss on the hedging instrument as per IAS 39.

(3) Deferred income taxes related to the fair value of the derivative contracts using cash flow hedge accouting technique.

(4) Cumulative change in fair value from inception to the statement of financial position date recognised in equity using cash flow edge accounting technique.

The events that caused the changes in the amount of the 'cash flow hedge' equity reserve related derivatives measured at fair value during the semester are so detailed:

(euro/'000) Period Change in
fair value of
derivatives
Trasfert to
P&L (1)
Tax effect
on trasf.
to PL
Ineffective
portion of
(gain)/loss to
PL
Taxes on fair
value of
derivatives
Change in
equity
reserve
- equity reserve on derivatives 2014 H1 2016 (240) 120 (33) - 66 (87)
- equity reserve on derivatives 2014 H1 2015 (56) 41 (11) - 15 (11)
Total (296)
(296)
161
161
(44) - 81 (98)

(1) Accounted as increase/(decrease) of 'Financial charges'.

5.9 Subsequent events

Esprinet purchases 100% of Vinzeo Technologies and becomes the first ICT distributor in Spain.

On 1 July 2016 Esprinet S.p.A., through its fully owned subsidiary Esprinet Iberica, completed the purchase of the entire capital of Vinzeo Technologies S.A.U., the fourth largest ICT wholesaler in Spain.9

Vinzeo operates many important distribution agreements both in the ICT 'volume' market (i.e. HP, Samsung, Acer, Asus, Toshiba, Lenovo) and in the 'value' one (mainly Hewlett-Packard Enterprise). Since 2009, Vinzeo has been a key distributor of Apple products, including iPhones (since 2014) and Apple Watch (since 2015).

The headquarters are in Madrid, while branch offices are located in Barcelona and Bilbao, with approx. 170 employees positively directed by a senior management deal.

The transaction perimeter only includes the wholesale distribution activities. Based on this perimeter, 2015 pro-forma accounts of the acquired perimeter showed sales of approx. 584.4 million euro (+19% compared to 2014) and EBITDA reported of 7.5 million euro.10

Thanks to the transaction, Esprinet will become the leader in the Spanish distribution market, strengthen its smart-phone products and customers portfolio. Esprinet expects to generate significant synergies from the transaction mostly due to the doubling of scale of its Spanish operations.

Esprinet, that has recently entered the Portuguese market, is now the biggest distributor in Southern Europe bringing to completion a strategy fully focused on pure 'business-to-business' ICT distribution, specifically addressed to achieve the leadership in each country where the Group operates.

9 Source: management, Channel Partner 2016 (www.channelpartner.es)

10 Source: management

The total consideration agreed by the parties was 74.1 million euro for the entire Vinzeo corporate capital based on an enterprise value of 57.6 million euro and on the last 12-month average working capital.

The value could be adjusted based on the net financial position as at 30 June 2016.

Esprinet to obtain 'waiver' on 130.0 million euro Pool Loan

As a result of the agreed terms for the Vinzeo acquisition, in particular referring to the level of implied enterprise value that was higher than the annual threshold-value of 40.0 million euro, the acquisition itself was an operation contractually subject to the pre-emptive approval to be given by a qualified majority equal to at least two thirds of the lending banks. For this purpose, before Vinzeo acquisition's signing date, that was dated 6 May 2016, a 'comfort letter' from a leading bank was obtained. The letter contained a commitment from the bank to grant a loan in such amount sufficient to allow the company to replace the existing pool loan and intended to neutralize the risk to fail in obtaining the required 'waiver' from the existing lending banks.

On 22 July 2016 the communication regarding the granting of consent to the operation by the unanimity of the lending banks was finally received by the company.

5.10 Relationship with related parties

Group operations with related parties, as defined by IAS 24, cited in turn by Consob Communication No. DEM/6064293 of 28 July 2006, were affected in compliance with current laws and according to mutual economic advantage.

Any products sold to individuals were done so under the same conditions as those usually applied to employees.

Operations between the Esprinet S.p.A. parent company and subsidiaries included in the consolidation area have been eliminated from the half-year consolidated financial statements and therefore do not figure in this section.

It has also to be noted that, in the first half of this year, there were no operations of 'greater importance' as defined by the 'Procedure for the discipline of Transactions with Related Parties', approved by the Board of Directors of Esprinet S.p.A. in compliance with Consob resolution n. 17221 of 12 March 2010 and subsequent amendments thereto, entered into force on 1 January 2011.

Relationships with 'other related parties'

H1 2016 H1 2015
(euro/000) Type
Type
Sales
Sales
Costs Receiv. Receiv.Receiv. Payab. Sales Costs Receiv. Receiv.Receiv. Payab.
Sales
Infoklix S.r.l. in liquidation* Sales of goods - - 2 - - - 2 -
Key managers and family Sales of goods 4 - 4 - 3 - - -
Subtotal 4 - 6 - 3 - 2 -
Overheads and administrative costs
Immobiliare Selene S.r.l. Lease - premises - 728 717 - 728 717 -
Immobiliare Selene S.r.l. Overheads - 7 - - - - -
M.B. Immobiliare S.r.l. Lease - premises - 1,148 567 - 955 471 -
M.B. Immobiliare S.r.l. Overheads - 10 - - - - -
Subtotal - 1,893 - 1,893 1,284 - - 1,683 1,188 -
Finance costs - net
Immobiliare Selene S.r.l. Interes on guar. deposits 1 - 1 - 2 - 2 -
M.B. Immobiliare S.r.l. Interes on guar. deposits 1 - 1 - 4 - 4 -
Subtotal 2 - 2 - 6 - 6 -
Total 6 1,893 6 1,893 1,292 - 9 1,683 1,196 -

* Gross values.

The aforementioned table details operations occurred between Group companies and: - companies where Esprinet S.p.A. directors and shareholders play important roles; - key managers and their close members of the family.

Sales regard consumer electronics products sold at normal market conditions.

Services received mainly refer to leasing agreements entered into at market conditions in previous years with the real estate companies, Immobiliare Selene S.r.l. in the case of the Cambiago (MI) logistics site and M.B. Immobiliare S.r.l. in the case of the Cavenago (MB) logistics site, respectively. As shown in the previous table, the total value of the aforementioned transactions is not material compared to the total volume of the Company's activities, however.

Emoluments to board members and key managers

Information regarding emoluments both of Esprinet S.p.A. Board of Directors and Statutory Auditors, and of the Group key managers are described as follows.

The amounts below presented include all employee benefits on accrual basis, non-monetary benefits and the emoluments received as board members of the Group entities.

H1 20 16
20 16
H1 20 15
H1 20
(eu ro/00 0) Emolument Fri nge
benefi t
T otal
otal
Emolument
Emolument
Fri nge
benefi t
Board of Directors 2,230 7 2,237 1,902 8 1,910
Other key managers - - - - - -
Subtotal 2, 230
230
7
7
2, 237 237 1, 90 2 2 2 8 1, 910
Board of Statutory Auditors 65 - 65 65 - 65
Total 2, 29 5
29 5
7
7
2, 302 302 1, 96 7 96 7 8 1, 975

As defined by accounting principle IAS 24 and quoted by Consob Resolution No. 17221 of 12 March 2010, 'key managers are those persons having authority and responsibility for planning, directing and controlling the activities of the entity preparing the financial statements, including any director (whether executive or otherwise) of that entity'.

The term key manager, in the Esprinet Group denotation, refers to the Board of Directors, to the Board of Statutory Auditors and to the Group CFO.

In the light of his role within the Board of Director of Esprinet S.p.A., his compensation is included in the item 'Board of Directors'.

Relationships with associated companies

The relationships with the associated company are shown in the table below.

(euro/'000) Type
Type
Sales
Sales
Costs Receiv. Receiv.Receiv. Payab.
Assocloud S.r.l. Charge expenses 51 - 639 -
Assocloud S.r.l. Lease fees - 59 248 -
Assocloud S.r.l. Purchase of products - 25 - 464
Ascendeo SAS Services costs - - - 5
Ascendeo SAS Sales of goods 39 - 23 -
Total 30 June 2015 90 84
84
910
910
469
469
Assocloud S.r.l. Lease payement - 21 - -
Ascendeo SAS Sales of products - 6 - 5
Total 30 June 2016 - 27
27
-
-
5
5

With reference to Assocloud S.r.l. sold by Esprinet on 28 April 2016 the value of sales and expenses classified by nature and accrued at the date of sale was reported.

The abovementioned values refer to expenses and payables for services provided by Celly S.p.A. to Ascendeo SAS.

Vimercate, 15 September 2016

Of behalf of the Board of Directors The Chairman

Francesco Monti

Statement on the 'Condensed consolidated half-year statements' pursuant to Article 154-bis D.Lgs 58/98

  1. In consideration of the provisions of Article 154-bis, subsections 3 and 4, of legislative decree No. 58 of 24 February 1998, the undersigned Alessandro Cattani, Chief Executive Officer of Esprinet S.p.A and Pietro Aglianò, executive charged with drawing up the Esprinet S.p.A. accounting documents, hereby declare:

  2. appropriate to the features of the Group

  3. effectively applied.

of the administrative and accounting procedures used in drawing up the condensed half-year statements relating to the period between 1 January 2016 – 30 June 2016.

  1. The assessment of the adequacy of the administrative and accounting procedures used for the preparation of the condensed consolidated half-year statements at 30 June 2016 was effected in accordance with the Internal Control - Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission, an internally-accepted reference framework. No significant aspects emerged.

  2. We further declare that:

3.1 the condensed consolidated half-year statements as at 30 June 2016:

a) have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) of the European Parliament and Counsel, dated 19 July 2002 as implemented in Italy by Article 9 of Legislative Decree no. 38 of 2005;

b) correspond to the amounts shown in the Company's accounts, books and records;

c) provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

3.2 The Interim Directors' Report on Operations contains a reliable analysis of the significant events that affected the Group during the first six months of the year and their impact on the condensed consolidated half-year statements, as well as a description of the main risks and uncertainties for the remaining six months of the year. The Interim Directors' Report on Operations also includes reliable information regarding significant operations with related parties.

Vimercate, 15 September 2016

(Ing. Alessandro Cattani) (Pietro Aglianò)

Chief Executive Officer Executive charged with . financial reports

.

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