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Bertolotti Interim / Quarterly Report 2020

Sep 2, 2020

6567_ir_2020-09-02_35e2fc34-c3d5-48ef-91ee-6d6ab983ded3.pdf

Interim / Quarterly Report

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Interim Management Report

At 30 June 2020

Interim Management Report at 30 June 2020

(TRANSLATION FROM ITALIAN ORIGINAL WHICH REMAINS THE DEFINITIVE VERSION)

Registered office: Rome - Viale dell'Esperanto, 71 - 00144 Rome. Share Capital: € 27,109,164.85, fully paid up Rome Register of Companies. Tax code and VAT number 01483450209

Table of contents

Interim Management Report at 30 June 2020

Corporate Bodies റ്റു
Summary income statement and statement of financial position
Group Structure and Shareholders
Business Model and Operating segments
Significant events involving the Group in the first half of 2020 10
Group operating performance 11
Breakdown of Group equity and financial positions 14
Related Party Transactions 17
Other disclosures 17
Events after 30 June 2020 and business outlook 19

Half-year Condensed Consolidated Financial Statements at 30 June 2020

Consolidated Statement of Financial Position 22
Consolidated Income Statement 23
Consolidated Statement of Comprehensive Income 24
Consolidated Statement of Cash Flows 25
Statement of Changes in Consolidated Shareholders' Equity 26
Corporate information 27
Measurement criteria and accounting standards 27
Breakdown of the main items of the Statement of Financial Position 39
Breakdown of the main items of the Income Statement 58
Other disclosures 63
Events after 30 June 2020 and business outlook 73
Certification of Half-year Condensed Consolidated Financial Statements pursuant to art. 81-ter,
Consob Regulation 11971 of 14 May 1999, as amended
Report of the Independent Auditors
74

Corporate Bodies 1.

Board of Directors

- Carlo Achermann Chairman
- Stetano Achermann Chief Executive Officer
- Claudio Berretti Director
- Cristina Spagna Independent Director
- Gianluca Antonio Ferrari Independent Director
- Claudio Roberto Calabi Independent Director
- Francesca Moretti Independent Director
- Lucrezia Reichlin Independent Director
- Anna Maria Tarantola Independent Director

The Board of Directors was appointed by the Sharebolders' Meeting of 22 April 2020 for 3 years, with term of office expiring or approval of the financial statements at 31 December 2022.

Board of Statutory Auditors

- Giuseppe Leoni Chairman
- Rosita Francesca Natta Standing Auditor
- Stefano De Angelis Standing Auditor
- Roberta Pirola Alternate Auditor
- Biones Ferrari Alternate Auditor

The Board of Statutory Auditors was reneved by the Shareholders' Meeting of 26 April 2018 for 3 years, with term of offive expiring on approval of the financial statements at 31 December 2020.

Control and Risk Committee

Claudio Roberto Calabı Independent Chairperson
Gianluca Antonio Ferrarı Independent Member
Francesca Moretti Independent Member

The Control and Risk Committee was appointed by Board of Directors' resolution on 22 April 2020 for 3 years, expiring on approval of the financial statements at 31 December 2022.

Remuneration and Appointments Committee

- Cristina Spagna Independent Chairperson
- Claudio Berretti Member
Anna Maria Tarantola Independent Member

The Remuneration and Appointments Committee was renewed by Board of Directors' resolution on 22 April 201 approval of the financial statements at 31 December 2022.

Independent Auditors

Deloitte & Touche S.p.A.

The independent auditors received their assignment at the Shareholders' Meeting of 10 May 2012.

E-Market
SDIR CERTIFIED

Key profitability indicators

(amounts in EUR millions) 1H 2020 1H 2019
Value of production 83.4 74.2
EBITDA 13.0 12.0
EBIT 8.2 8.0
Profit (loss) before tax 7.5 7.3
Net profit (loss) 4.2 4.3

Key equity and financial indicators

(amounts in EUR millions) 30.06.2020 31.12.2019
Group Shareholders' equity 55.0 54.3
Net Invested Capital 83.1 67.5
Net Operating Working Capital (NOWC) 27.8 17.1
Net Financial Position (25.9) (11.4)

Value of production by operating segment

(amounts in EUR millions) 1H 2020 1H 2019
Business Consulting 58.0 55.3
ICT Solutions 22.3 17.1
Digital 3.1 1.8
TOTAL 83.4 74.2

Value of production by customer type

(amounts in EUR millions) 1H 2020 1H 2019
Banks 63.2 57.1
Insurance 9.7 10.0
Industry 5.3 4.1
Public Administration 0.0 1.0
Other 5.2 2.0
TOTAL 83.4 74.2

Value of production by geographic area

(amounts in EUR millions) 1H 2020 1H 2019
Italy 53.7 44.3
DACH Region (Germany, Austria, Switzerland) 19.9 19.5
UK and Spain 6.1 7.4
CEE Region (Poland, Ukraine, Romania) 3.7 2.9
TOTAL 83.4 74.2

Group Headcount

(values in units) 30.06.2020 31.12.2019
Executives 136 132
Middle managers 187 173
White collar 963 940
Apprentices 98 75
TOTAL 1,384 1,320

3. Group Structure and Shareholders

The Be Group (Be for short) is one of the leading Italian players in the IT Consulting sector. The Group provides Business Consulting, Information Technology, Professional Services and Digital Business. A combination of specialist skills, advanced proprietary technologies and a wealth of experience enable the Group to work with leading financial and insurance institutions and Italian industries to improve their competitive capacity and their potential to create value. With around 1,400 employees and branches in Italy, Germany, the United Kingdom, Switzerland, Austria, Poland, the Ukraine, Spain and Romania, the Group recorded a total value of production of Euro 83.4 million in the first half of 2020.

Be Shaping the Future S.p.A.(Be S.p.A. for short), listed in the Segment for High Requirement Shares (STAR) of the Electronic Share Market (MTA), performs management and coordination activities for the Group companies pursuant to art. 2497 et seq. of the Italian Civil Code, through control and coordination of operating, strategic and financial decisions of the subsidiaries and through management and control of reporting flows in readiness for preparation of both annual and interim accounting documents.

Note that with the resolution passed unanimously by the Extraordinary Shareholders' Meeting of Be Think, Solve, Execute S.p.A. on 22 April 2020 and concerning the amendments to the Articles of Association relating to the change of the company name, the new company name "Be Shaping The Future S.p.A." took effect.

At 30 June 2020, the number of shares outstanding totalled 134,897,272, and the shareholding structure - as indicated in disclosures pursuant to art. 120 of the "Consolidated Law on Finance" (TUF) and in relation to notices received in accordance with internal dealing regulations - was as follows.

Nationality No. of Shares % Ordinary capital
Tamburi Investment Partners S.p.A. Italian 31,582,225 23.41
iFuture Power in Action S.r.l. Italian 13,519,265 10.02
Axxion S.A. Luxembourg 13,487,712 9.99
Stefano Achermann Italian 7,771,132 5.76
LOYS Investment S.A. Luxembourg 6,475,069 4.80
Be Shaping the Future S.p.A Italian 4,796,335 3.56
Compass Asset Management S.A. Luxembourg 4,181,815 3.10
Float 53,083,719 39.36
Total 134,897,272 100.00

Shareholders

The following chart shows the Be Group structure at 30 June 20204.

1 The Group structure above docs not include Paysted S.26% of white is bedd by Paynests and Basiness Adrivors SL (Paystrat) and Confinity Grebel, 100% of which is held by Fimas GmbH, as not considered relevant.

4. Business Model and Operating segments

"Be" is a group specialising in the IT Consulting segment of the Financial Services sector. The organisation is divided by design into the different specialisations of business consulting, the provision of solutions and platforms and the professional services of the ICT Solutions segment and the new Digital business unit.

I. BUSINESS CONSULTING

The Business Consulting segment focuses on the capacity to support the financial services industry in implementing business strategies and/or creating important plans for change. Its specialist skills are in constant development in the areas of payment systems, planning & control methods, regulatory complance, information gathering and corporate governance systems for financial processes and asset management;

No. of employees 781 employees at 30 June 2020.
Core business Banking, Insurance.
Segment revenue at 30 June 2020 Euro 58.0 million.
Operating units Rome, Milan, London, Kiev, Warsaw, Munich, Vienna,
Zurich, Frankfurt, Madrid.

The Group's Business Consulting segment operates through the following subsidiaries:

  • Be Management Consulting S.p.A. (already Be Consulting S.p.A.). Established in 2008 the company operates in the sector of management consulting for financial institutions. Its aim is to provide support to the Systemically Important Financial Institutions (SIFIs) in creating value, with a particular focus on changes that affect business, the IT platforms and corporate processes. Be S.p.A. holds 100% of the company's share capital. In April 2020, following the implementation of the Group's Rebranding&Positioning project, the Company changed its company name from Be Consulting Think, Project & Plan S.p.A. to Be Shaping The Future, Management Consulting S.p.A. or, Be Management Consulting S.p.A. for short.
  • iBe TSE Limited. Based in London, this company operates on the UK and European market, focusing on financial services consulting, with a customer base with high profiles on the UK and international markets. It specialises in the banking and financial sectors, particularly providing support in the field of innovation and payment services. Be Management Consulting S.p.A. holds 100% of the company's share capital.
  • Be Ukraine LLC. Established in Kiev in December 2012, it performs consulting and development activities for core banking systems and in the areas of accounting, bank reportung and compliance. Be Management Consulting S.p.A. holds 100% of the company's share capital.
  • Be Poland Think, Solve and Execute, sp zo.o. Established in Warsaw in January 2013, it provides consulting and system integration services in Retail banking, Capital Markets, CRM (Salesforce) and Digital (Backbase). Be Management Consulting S.p.A. holds 100% of the company's share capital.
  • Be Think, Solve Execute GmbH. Company based in Munich, it specialises in ICT consulting services, primarily on the German, Austrian and Swiss markets, operating through its two wholly owned subsidiaries, Be Shaping the Future GmbH (former Targit GmbH)

based in Vienna and Be TSE Switzerland AG based in Zurich. Be Management Consulting S.p.A. controls the Group with a 90.00% interest.

  • BE AG. A company whose registered office is close to Munich, 100.00% of which is owned by Be Think, Solve Execute GmbH, specialised in consulting and IT solutions in the Payments sector and specifically as regards SWIFT. In September 2019, the Company changed its name from R&L AG to Be Shaping the Future - Financial Industry Solutions AG (Be AG for short).
  • FIMAS GmbH. A company based in Frankfurt, 60% of which is held by Be Think, Solve Execute GmbH, specialised in consulting services and IT for asset managers, Stock Markets, CSD, clearing houses and custodian banks.
  • Confinity GmbH. Originally established as a joint venture by FIMAS and Q-Fin (now Fimas GmbH), operating in the specific sector of the supply - to the customers of FIMAS - of temporary personnel (ANU - Arbeitnehmerüberlassung) for which it possesses the appropriate licence. Fimas GmbH has a 100% interest in Confinity GmbH.
  • Payments and Business Advisors S.L. (Paystrat for short). A company based in Madrid, 60% of which is held by Be Consulting S.p.A., specialised in advisory services for operators in the payments industry, in areas such as digital wallets, loyalty and market intelligence. The company has a 65.26% interest in Paystrat Solutions S.L.
  • Tesla Consulting S.r.l. A Company based in Bologna, operating in the field of "Cyber Security" and "Digital Forensics", 60% of which is held by Be Management Consulting S.p.A..

II. ICT SOLUTIONS

The ICT Solutions segment is able to bring together business skills and technology solutions, products and platforms, creating theme-based business lines also as part of highly specialised segment-leading applications;

No. of employees 472 employees at 30 June 2020.
Core Businesses Banking, Insurance, Energy and Public Administration.
Segment revenue at 30 June 2020 Euro 22.3 million.
Operating units Rome, Milan, Turin, Bucharest.

The Be Group operates in the ICT Solutions segment through the following subsidiaries:

  • Be DigiTech Solutions S.p.A. (former Be Solutions S.p.A.). It aims to offer specialist ICT consulting and system integration services for proprietary products/platforms or those of third-party market leaders. In previous years, it concentrated on the new technological architectures that have characterised the current digitalisation process of the major Banks and Insurance companies in Italy, where it gained distinctive experience in building multi-channel front-end systems, back-end systems for control and corporate governance (especially in the insurance sector thanks to a proprietary system which is one of the market leaders) and Data & Analytics platforms. Its customers are Banks and Insurance companies, as well as the utilities sector and SMEs, but to a much lesser extent. Cooperation agreements and partnerships are currently in place with a number of the major players in the ICT industry and with several selected fintech and insurtech companies. Be Shaping the Future S.p.A. holds 100% of the company's share capital. In April 2020, following the implementation of the Group's Rebranding&Positioning project, the Company changed its company name from Be Solutions Solve, Realize & Control S.p.A. to Be Shaping the Future, DigiTech Solutions S.p.A. or Be Solutions S.p.A. or Be DigiTech Solutions S.p.A. for short.

  • Be Think Solve Execute RO S.r.l. Established in July 2014 and based in Bucharest, it develops the Group's "near shoring" in the "system integration" segment for highly complex projects, such as multichannel solutions. Be Shaping the Future S.p.A. holds 100% of the company's share capital.

III. DIGITAL

The Digital Business segment ams to assist customer companies, and in particular the European Financial Industry, in implementing the digital transformation generated by the new business channels. In particular, the Group's offer focuses on the development of web, mobile and social media applications, the production and distribution of digital content, vertical digital solutions and support for human mobility.

No. of employees 68 employees at 30 June 2020.
Core Businesses Banking, Insurance, Energy and Public Administration.
Segment revenue at 30 June 2020 Euro 3.1 million.
Operating units Rome, Milan, Trento.

The Be Group operates in the Digital segment through the following subsidiaries:

  • Iquii S.r.l. Established in 2011, it specialises in the development of digital, web and mobile solutions, focusing in particular on the areas of system integration, user and customer experience and the development of new revenue models. Be DigTech Solutions S.p.A. owns 51% of the company.
  • Juniper Extensible Solutions S.r.l. Established in May 2000 and based in the province of Trento, it is an Italian digital company active in the development of web-based and multimedia software solutions in the Sports, Music and Events sectors. Be DigiTech Solutions S.p.A. owns 51% of the company.
  • Dream of Ordinary Madness (Doom) Entertainment. Established in April 2020 as a spinoff of the company ZDF of artist Federico Lucia (aka Fedez) based in Milan, it operates in the business area dedicated to Digital Engagement. Doom is a creative agency that manages a portfolio of talents, including musicians, athletes and influencers. The business model mainly envisages two operating modes: the former involves the active management of the talent portfolio and the search for business opportunities (e.g. sponsorships) through their use in communication and marketing campaigns of customer companies. The latter relates to the comprehensive development of communication projects for customer companies. Be Shaping the Future S.p.A. owns 51% of the company.
  • Human Mobility S.r.1. Established in June 2020 with headquarters in Milan, it operates in the business area dedicated to Digital Engagement. HM's business model focuses on the development of technological solutions aimed at making human mobility easier and more convenient, both for people and as an employee of an organization, in all its possible aspects. Business started with the development of solutions that allow a safe return to work after the period of suspension of activities imposed by the COVID emergency. Be Shaping the Future S.p.A. owns 51% of the company.

5. Significant events involving the Group in the first half of 2020

Important resolutions of the Shareholders' Meeting

On 22 April 2020, the Shareholders' Meeting met on first call both in ordinary and extraordinary session; resolving on

  • · the amendment of Article 1 of the Articles of Association by changing the company name to "Be Shaping the Future S.p.A.";
  • · approval of the Financial Statements at 31.12.2019, allocation of the 2019 profit and distribution of the dividend;
  • · approval of the report on remuneration pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998;
  • · appointment of the Board of Directors for the period 2020-2022;
  • · purchase and disposal of own shares, subject to the revocation of the authorisation for the purchase and disposal of own shares, granted by the Shareholders' Meeting on 18 April 2019.

Again on 22 April 2020, Be's Board of Directors met after its renewal by the Shareholders' Meeting; during the meeting, the Directors resolved as follows:

  • · to appoint Carlo Achermann Chairman of the Board of Directors and Stefano Achermann Chief Executive Officer;
  • · to assign the Chairman Carlo Achermann and Stefano Achermann management and/or signature powers;
  • · to appoint the Directors Cristina Spagna, Claudio Berretti and Anna Maria Tarantola as members of the Remuneration and Appointments Committee, the former as Chairperson;
  • · to appoint the Directors Claudio Roberto Calabi and Gianluca Antonio Ferrari, Francesca Moretti as members of the Control and Risk Committee, the former as Chairperson.

Events important to business development

In March Be and ZDF of Federico Lucia, Italian artist and producer known as Fedez, decided to join forces to create the market leader in the production and distribution of digital content. "Dream of Ordinary Madness (Doom) Entertainment" is the new vehicle originating from the spin-off of ZDF, the operating company of Fedez. The operation is part of the Be Group's strategy to develop a significant business area dedicated to digital engagement, with an importaat focus on the European Financial Industry, dealing with talent research and development, image management and digital presence, content production, creation and launch of brands, personal coaching of artists.

In June Be created a centre of excellence dedicated to solutions supporting human mobility. The aim is not only to provide a high-impact tool for the return to normality but to design an entire ecosystem of services to facilitate the life and movement of people within companies. Starting from an idea of Stefano Quintarelli, Luca Mastrostefano and Marco Locatelli, the company "Human Mobility Srl" is 51% owned by the Be Group.

Anticipating what is illustrated in paragraph 9.1 Main risks and uncertainties to which the Be Group is exposed, from January 2020, the national and international scenario has been characterised by the spread of Covid-19 and by the consequent restrictive measures for its containment, set in place by the public authorities of the countries in question. These circumstances, which are extraordinary by nature and extension, are having direct and indirect repercussions on the world economic activity, creating a context of general uncertainty.

In relation to the Covid-19 emergency, in order to prevent and contain the spread of the pandemic in Italy, the Group reacted promptly in line with its protocols and policies for the management of emergencies and company crises, by establishing a Crisis Committee, which set a contingency plan in motion to guarantee the health and safety of its employees and partners, by providing for and extending where possible the adoption of smart-working, with a view to guarantee business and operational continuity both in the current scenario and in terms of possible further restrictions to the access of operating facilities. To date there have been no cases of contagion with reference to Group personnel.

In operational terms, in line with the provisions of the Prime Ministerial Decree of 9 March 2020, the majority of the company has worked/work by adopting a smart-working approach, and the capacity of the technological equipment to support remote operations has been boosted. Business continuity has been guaranteed everywhere. Nearshoring sites have been activated, for any potential requirements, at the competency centres in Poland and Romania, although at present there is no need whatsoever to transfer business activities there.

Specifically, given the particular type of Be Group's reference market - mainly only large financial institutions - the Covid-19 pandemic had almost no impact in the first half of 2020. Indeed, all of the major Financial institutions have accelerated their strategies to switch to digital and the Group offered full support to all of its customers. In addition, it should be considered that the Financial Institutions, which account for almost all of the BE Group's customers, carry out services that have been deemed "essential" by the Ministerial Decree and therefore have maintained their operations even during the lockdown. As a result, already when preparing the Financial Statements for the year, no grounds had been found for not confirming our estimates as regards the objectives for 2020, and more generally, those of the whole 2020-2022 Business Plan.

In the light of the above and by virtue of the results achieved by the Group in the first half of 2020, to which reference should be made in the following paragraphs, no grounds have been found for not confirming the assumptions made at the time of approving the 2019 financial statements with reference also to the objectives set for the current and future years.

6. Group operating performance

The following table illustrates the Be Group income statement for the first half of 2020 compared with the same period of the previous year, both originating from half-year condensed financial statements prepared according to IAS/IFRS.

One of the main indicators adopted to assess the economic and financial performance of the Group is the Gross Operating Margin, or Earnings before Interest, Taxes, Depreciation & Amortisation (EBITDA) - an indicator not envisaged by the IFRS (Communication CERS/05-178b).

Also note that the operating term "Value of production" used in this report is intended to be synonymous with the item "Total Revenue" used in the "Restated Consolidated Income Statement" of the Half-year Condensed Consolidated Financial Statements at 30 June 2020.

Restated Consolidated Income Statement

Amounts in EUR thousands 1H 2020 1H 2019 A △ (%)
Operating revenue 82,005 73,049 8,956 12.3%
Other revenue and income 1,436 1,102 334 30.3%
Value of production 83,441 74,151 9,290 12.5%
Cost of raw materials and consumables (53) (160) 107 (66.9%)
Cost of services and use of third-party assets (33,565) (27,217) (6,348) 23.3%
Personnel costs (39,564) (36,182) (3,382) 9.3%
Other costs (760) (811) 51 (6.3%)
Internal capitalisations 3,469 2,246 1,223 54.5%
Gross Operating Margin (EBITDA) 12,968 12,027 941 7.8%
Amortisation and depreciation (4,775) (4,053) (722) 17.8%
Write-downs and provisions (8) 0 (8) 11.2.
Operating profit (loss) (EBIT) 8,185 7,974 211 2.6%
Net financial income and expense (691) (664) (27) 4.1%
Profit (loss) before tax from continuing
operations
7,494 7,310 184 2.5%
Taxes (2,894) (2,694) (200) 7.4%
Net profit (loss) from continuing operations 4,600 4,616 (16) (0.3%)
Net profit (loss) from discontinued operations 0 0 0 11.2.
Consolidated net profit (loss) including
minority interests
4,600 4,616
(16)
(0.3%)
Net profit (loss) attributable to minority interests 416 356 60 16.9%
Group net profit (loss) 4,184 4,260 (76) (1.8%)

The Value of production amounted to Euro 83.4 million, compared to Euro 74.2 million in the first half of 2019, for an increase of Euro 9.3 million (+12.5%).

The value of production generated by foreign subsidiaries (which represent 35.6% of the Group's value of production) amounted to Euro 29.7 million, compared to Euro 29.8 million at 30 June 2019, or 40.2% of the Group's value of production).

Operating costs increased by around Euro 8.3 million compared to the first half of the previous year (+13.4%). In particular:

  • service costs were around Euro 33.6 million (+23.3%);
  • · personnel costs totalled Euro 39.6 million (+9.3%);
  • · the capitalisation of costs, mainly related to personnel working on projects to develop inhouse software platforms, amounted to Euro 3.5 million.

The Gross Operating Margin (EBITDA) was Euro 13.0 million, up 7.8% compared to the first half of 2019 (Euro 12.0 million). The EBITDA margin was 15.5% against 16.2% in the first half of 2019.

Amortisation and depreciation totalled Euro 4.8 million, up Euro 0.7 million from the first half of 2019 (Euro 4.1 million), while provisions and write-downs were virtually unchanged compared with the first half of 2019.

E-MARKET
SDIR CERTIFIEI

Profit (loss) before tax from continuing operations was Euro 7.5 million, up 2.5% compared to 30 June 2019 (Euro 7.3 million).

Taxes for the first half of 2020 amounted to Euro 2.9 million, against Euro 2.7 million for the first half of 2019.

Net profit was Euro 4.2 million, down by 1.8% compared to Euro 4.3 million at 30 June 2019.

At 30 June 2020, discontinued operations had no impact on the income statement; therefore, the costs and revenue recognised in the restated consolidated income statement refer solely to "continuing operations".

The breakdown of the value of production by operating segment is provided below:

Amounts in EUR millions 1H 2020 0/0 1H 2019 0/0 △ (%)
Business Consulting 58.0 69.6% 55.3 74.5% 4.9%
ICT Solutions 22.3 26.7% 17.1 23.0% 30.4%
Digital 3.1 3.7% 1.8 2.5% 72.2%
TOTAL 83.4 100.0% 74.2 100.0% 12.5%

Value of production by operating segment

An analysis of the breakdown of the value of production by operating segment shows the following:

  • · the Consulting business confirms its significant weight and an increase in production value of 4.9% compared to the value recorded in the first half of 2019;
  • · the ICT Solutions business as a whole recorded significant growth in the value of production (30.4% compared to the first half of 2019);
  • · the Digital business, which was previously partially incorporated in the ICT sector, also thanks to the new corporate operations that took place during the period of reference, acquires independent evidence with a strong growth in the value of production (+72.2%).

The breakdown of the Value of production by customer type is also provided below.

-
Amounts in EUR millions 1H 2020 0/0 1H 2019 % △ (%)
Banks 63.2 75.8% 57.1 77.0% 10.7%
Insurance 9.7 11.6% 10.0 13.5% (3.0%)
Industry 5.3 6.4% 4.1 5.5% 29.3%
Public Administration 0.0 0.0% 1.0 1.3% (100.0%)
Other 5.2 6.2% 2.0 2.7% n.a.
TOTAL 83.4 100.0% 74.2 100.0% 12-5%

Value of production by customer type

The breakdown of the Value of production by geographic area is also provided below:

Value of production by geographic area
Amounts in EUR millions 1H 2020 0/0 1H 2019 0/0 △ (%)
Italy 53.7 64.4% 44.4 59.8% 20.9%
DACH Region (Germany, Austria,
Switzerland)
19.9 23.9% 19.5 26.3% 2.1%
UK and Spain 6.1 7.3% 7.4 10.0% (17.6%)
CEE Region (Poland, Ukraine,
Romania)
3.7 4.4% 2.9 3.9% 27.6%
TOTAL 83.4 100.0% 74.2 100.0% 12.5%

Note that during the first half of 2020, 64.4% of production was generated by the domestic market and the remaining 35.6% by the foreign market.

The significant weight of the DACH (DE, AUT and SUI) Region on the value of production is confirmed, contributing Euro 19.9 million to revenues, up slightly compared to the first half of 2019.

The Cee Region (Poland, Ukraine, Romania) recorded a considerable rise (+27.6%) compared to the corresponding period of the prior year (Euro 3.7 million, compared to Euro 2.9 million at 30 June 2019), while the UK and Spanish markets are falling, generating Euro 6.1 million in the first half of 2020, compared to Euro 7.4 million in the first half of 2019 (-17.6%).

7. Breakdown of Group equity and financial positions

A summary of the consolidated statement of financial position at 30 June 2020 is shown below, compared to the same statement at 31 December 2019.

Amounts in EUR thousands 30.06.2020 31.12.2019 △ (%)
Non-current assets 105,500 101,816 3,684 3.6%
Current assets 49,507 33,135 16,372 49.4%
Non-current liabilities (21,778) (22,667) 889 (3.9%)
Current liabilities (50,138) (44,785) (5,353) 12.0%
Net Invested Capital 83,091 67,499 15,592 23.1%
Shareholders' Equity 57,191 56,072 1,119 2.0%
Net Financial Indebtedness 25,900 11,427 14,473 11.2.

Restated Statement of Financial Position

Non-current assets are mostly represented by goodwill (Euro 70.3 million), recognised at the time of business combinations, intangible asses (Euro 20.5 million) mostly relating to software, rights of use (Euro 7.5 million), property, plant and equipment (Euro 2.2 million), deferred tax assets (Euro 2.8 million), equity investments in other companies (Euro 0.8 million) and receivables and other noncurrent assets (Euro 1.4 million).

Current assets recorded a rise of Euro 16.4 million compared to 31 December 2019, due mainly to the increase in trade receivables.

E-MARKET
SDIR

Non-current liabilities mostly refer to payables for post-employment benefits (TFR) of Euro 6.8 million, deferred tax liabilities of Euro 7.7 million and provisions for risks and charges of Euro 0.1 million, plus other liabilities of Euro 7.2 million, predominantly referring to the remaining share of the discounted price for the future acquisition of minority interests though put&call agreements.

Current liabilities - mostly comprised of trade payables of Euro 17.0 million, current provisions for risks and charges of Euro 6.8 million and other liabilities and tax payables totalling Euro 23.0 million recorded an overall rise of Euro 5.3 million.

Consolidated shareholders' equity was Euro 57.2 million, compared to Euro 56.1 million at 31 December 2019. The breakdown of Net working capital is shown below; for details and related comments on individual items, reference should be made to the description in the Notes to the Financial Statements.

Amounts in FUR thousands 30.06.2020 31.12.2019 △ (%)
nventories 3 3 0 0.0%
Assets deriving from Assets with customers 28,868 11,513 17,355 11.2.
Trade receivables 15,987 17,901 (1,914) (10.7%)
Trade payables (17,048) (12,366) (4,682) 37.9%
Net Operating Working Capital
(NOWC)
27,810 17,051 10,759 63.1%
Other short-term receivables 4,649 3,718 931 25.0%
Other short-term liabilities (33,090) (32,419) (671) 2.1%
Net Working Capital (NWC) (631) (11,650) 11,019 n.a.

Net financial indebtedness at 30 June 2020, which also includes from cial payables from rights of use, was negative by Euro 25.9 million compared to net financial indebtedness of Euro 11.4 million at 31 December 2019.

The breakdown is shown in the table below:

Consolidated Net Financial Indebtedness

Amounts in FUR thousands 36.06.2020 31.12.2019 A △ (%)
Cash and cash equivalents at bank 26,021 34,185 (8,164) (23.9%)
A Cash and cash equivalents 26,021 34,185 (8,164) (23.9%)
B Current financial receivables 179 104 75 72.1%
Current bank payables (896) (4,525) 3,626 (80.1%)
Current share of medium/long-term
indebtedness
(15,803) (10,895) (4,908) 45.0%
Payables for current rights of use (3,293) (3,004) (289) 9.6%
Other current financial payables (23) (152) 129 (84.9%)
C Current financial indebtedness (20,018) (18,576) (1,442) 7.8%
D Current net financial position (A+B+C) 6,182 15,713 (9,531) (60.7%)
Non-current bank payables (26,937) (20,926) (6,011) 28.7%
Payables for non-current rights of use (5,145) (6,214) 1,069 (17.2%)
Other non-current financial payables 0 0 0 n.a.
E Non-current net financial position (32,082) (27,140) (4,942) 18.2%
F Net financial position (D+E) (25,900) (11,427) (14,473) n.a.

With regard to items in the table, in addition to cash and cash equivalents of Euro 26.0 million (Euro 34.2 million at 31 December 2019), we also draw attention to:

  • current financial receivables of Euro 0.2 million (Euro 0.1 million at 31 December 2019) originating from prepaid expenses on factoring interest and from a sale collected in early July;
  • current payables to banks at 31 March 2020 of Euro 20.0 million (Euro 18.6 million at 31 December 2019), relating to:
    • "current bank payables" of Euro 0.9 million (Euro 4.5 million at 31 December 2019) mainly relating to interest accrued but not paid and the negative balance of the current accounts;
    • the current portion of long-term loans for Euro 15.8 million (Euro 10.9 million at 31 December 2019);
    • payables for current rights of use of Euro 3.3 million regarding lease liabilities (Euro 3.0 , million at 31 December 2019);
    • other current financial payables of Euro 0.02 million (Euro 0.2 million at 31 December 2019), mainly referring to financial payables due to customers for credit for ticket sales on behalf of third parties and the balance of credit cards.
  • non-current financial payables of Euro 32.1 million (Euro 27.1 million at 31 December 2019) of which:
    • Euro 26.9 million (Euro 21.0 million at 31 December 2019) referred to payables to banks for unsecured medium/long-term loans due beyond 12 months;
    • Euro 5.1 million (Euro 6.2 million at 31 December 2019) referring to payables for noncurrent rights of use regarding lease liabilities.

8. Related Party Transactions

With regard to Related party transactions, including therein intercompany transactions, note that the same cannot be quantified as atypical or unusual, as part of the normal course of operations of Group companies. Said transactions are settled at arm's length, on the basis of the goods and services provided. In the Notes to the Half-year Condensed Consolidated Financial Statements, the company provides the information requested by art. 154-ter of the Consolidated Law on Finance, as indicated by Consob regulation no. 17221 of 12 March 2010.

Other disclosures 9.

9.1 Main risks and uncertainties to which the Be Group is exposed

Detailed below are the main risks and uncertainties that could affect the business activities, financial conditions and prospects of the Be Group.

· Risks associated with "Operating Performance"

In order to further improve operating performance, the Be Group believes it is important to achieve the strategic objectives of the 2020-2022 Business Plan. This Plan was prepared by the Directors on the basis of forecasts and assumptions inherent to future trends in operations and the reference market. The forecasts represent the best estimate of future events expected to arise and of action that management intends to take. These were estimated on the basis of final figures, orders already received or sales to be made to established customers, as such presenting a lower degree of uncertainty and therefore a higher probability of actually occurring. Vice versa, the assumptions relate to future events and actions, fully or partly independent from management action. Consequently, the Directors acknowledge that the strategic objectives identified in the 2020-2022 Plan, though reasonable, present profiles of uncertainty due to the chance nature of future events occurring and the characteristics of the reference market, and also as regards the occurrence of events represented in the plan, their extent and timing.

· Risks associated with the "Financial Position"

The Be Group is exposed to financial risks associated with its operations, particularly interest rate risk, liquidity risk, credit risk and the risk of cash flow fluctuations. In addition, essential upkeep of the bank credit facilities held is important to the Be Group in order to meet its overall current funding needs and to achieve the objectives of the 2020-2022 Plan.

· Risks associated with "Goodwill Impairment"

The Be Group could have a negative impact on the value of its shareholders' equity if there should be any impairment to goodwill recognised in the financial statements at 30 June 2020 because of the incapacity to generate sufficient cash flows to satisfy those forecast and envisaged in the 2020-2022 Plan.

The Be Group is involved in proceedings before various judicial authorities, divided into litigation cases as defendant - i.e. where the Company has been summoned by third

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· Risks associated with "Restructuring" activities

In recent years, the Be Group began a restructuring of its area of business with necessary actions to reduce personnel, also through transfers. There are risks of adverse appeals, and such proceedings could cause costs in excess of the provisions in the interim financial statements.

The ICT consulting market is highly competitive. A number of competitors could be able to expand their product mix to our detriment. In addition, an intensification of the level of competition could affect Be Group business and the option of consolidating or widening its competitive position in the reference sectors, with subsequent repercussions on business and on the income, equity and financial positions.

· Risks associated with "Technological Change"

The Be Group operates in a market characterised by profound and continuous technological changes that call for the Group capacity to adapt quickly and successfully to such developments and to the changing technology needs of its customers. Any inability of the Be Group in adapting to new technologies and therefore to changes in the needs of its customers could have a negative impact on operating performance.

· Risks related to dependence on key personnel

The Be Group's success depends largely on certain key personnel that have been a determining factor in its development, in particular the executive directors of the Parent Company. The Be Group companies also have an executive team with many years of experience in the field, playing a crucial role in managing the Be Group's activities. The loss of any of these key figures without a suitable replacement, and the inability to attract and retain new, qualified resources, could have a negative impact on the Be Group's prospects, business activities, operating performance and financial position. Management considers in any event that the Be Group has an operational and executive structure capable of ensuring management of corporate affairs as a going concern.

Risks associated with internationalisation

As part of its internationalisation strategy, the Be Group could be exposed to risks typical of international operations, including those relating to changes in the political, macroeconomic, tax and/or regulatory frameworks and to fluctuating exchange rates.

Covid-19

With regard to the main factors of uncertainty existing on the date of submission of this Interim Management Report, we draw attention to those relating to the events that have gradually emerged over the course of the last six months concerning the growing and progressive spread at international and national level of the medical emergency relating to the COVID-19 pandemic (Coronavirus).

Specifically, as mentioned previously, given the particular type of Be Group's reference market - mainly large financial institutions - the Covid-19 pandemic had almost no impact in the first half of 2020. At present, there are no grounds for not confirming our estimates as regards the objectives for 2020, and more generally, those of the whole 2020-2022 Business Plan.

Therefore, with one the biggest global crisis ever in the background, with Italy at the forefront, the results for the first half of 2020, as highlighted above, confirm the solidity of the Be Group's business model. The crisis has accelerated the financial industry's

need to adopt digital applications in all of their forms, bringing considerable benefits in terms of new opportunities for the Be Group. The Group expects this trend to continue in the coming months, especially in light of the greater dependence of credit institutions on remote relationship models. As a result, the Group substantially confirmed the set targets and paid the dividends in April 2020, as planned.

When preparing the Interim Management Report at 30 June 2020, as part of the main valuation and estimation processes, it should be noted that, considering the results in line with the Plan used for the impairment test at 31 December 2019, as well as the hedges resulting from the imparment tests on the assets and liabilities recognised (as resulting from the sensitivity analyses conducted on 31 December 2019), the Company does not believe that there are elements of uncertainty as to recoverability. In addition, with reference to the business outlook, Management believes that it can confirm the estimates of the plans used for the impairment test also thanks to the type of contracts in place and the counterparties that allow it to have a good visibility on the results of the foreseeable future. The acquisition carried out during the period was finalised in the Covid-19 period. Therefore, the valuations of the price paid took this event into account. Moreover, in the period following the acquisition, no events occurred that could have an impact on the price paid and be considered an imparment indicator. It was therefore considered reasonable not to carry out a new imparment test, since the Covid-19 was not deemed to be a trigger event for the Be Group.

In any case, constant monitoring will be carried out in the course of the year.

9.2 Investment in development

The Be Group's development activities have always aimed to consolidate customer relations, develop new forms of business for them and acquire new customers. The main development activities conducted entail developing the Be Group-owned technological platforms; in particular, during the first half of 2020, investments mostly regarded the development and upgrade of the technological platforms "Universo Sirius" - relating to the management of Life and Non-life insurance portfolios, and the development of the company's internal ICT system - by Be Solutions, the development of the digital applications by Iquii, Juniper and the newly established Human Mobility, as well as the development of the IT platforms of Fimas GmbH and Be Think, Solve Execute GmbH and Be Shaping the future Gmbh, specialised in various areas of the banking industry. The Be Group will continue to invest in development, and also plan other project opportunities. These new initiatives will am to expand the product mix, creating technology platforms for the provision of services to its customers.

10. Events after 30 June 2020 and business outlook

In July 2020, Be participated in a dedicated capital increase of YOLO, the instant insurance on demand platform founded by Simone Ranucci Brandimarte and Gianluca de Cobelli. Be's investment in YOLO is added to those of Intesa San Paolo Vita, Banca di Piacenza and CRF. Be's equity investment will be equal to 2.5% of YOLO's capital. Be also adheres to a new Shareholders' Agreement that links the founding members and new investors.

With reference to the Covid-19 pandemic, it should be noted that the Group constantly monitors any development in order to curb and try to virtually zero the effects with regard to health and safety at

work and in economic, equity and financial terms, through the definition and implementation of flexible and timely action plans.

The Group believes that it has adequate management levers available to counter the effects of the health emergency throughout 2020, operating, as demonstrated by the results, in a resilient business and thus confirming the medium-long term prospects set out in the 2020-2022 Plan.

Therefore, taking into account the actions already implemented as well as those planned for the coming months, in the absence of events not currently foreseeable, including a possible new lockdown, the Group believes it can rely on the achievement of the annual objectives and more generally of the 2020-2022 Business Plan.

The financial calendar for 2020, as announced, is currently confirmed.

Milan, 31 July 2020

/ signed/ Stefano Achermann For the Board of Directors Chief Executive Officer

Half-year Condensed Consolidated Financial Statements

at 30 June 2020

A. Consolidated Statement of Financial Position

Amounts in EUR thousands Notes 30.06.2020 31.12.2019
NON-CURRENT ASSETS
Property, plant and equipment 1 2,228 2,161
Rights of use 2 7,527 8,679
Goodwill 3 70,298 65,060
Intangible assets 4 20,458 19,632
Equity investments in other companies 5 829 829
Loans and other non-current assets 6 1,378 2,152
Deferred tax assets 7 2,782 3,303
Total non-current assets 105,500 101,816
CURRENT ASSETS
Inventories 8 3 3
Assets deriving from contracts with customers 9 28,868 11,513
Trade receivables 10 15,987 17,901
Other assets and receivables 11 3,896 2,828
Direct tax receivables 12 753 890
Financial receivables and other current financial assets 13 179 104
Cash and cash equivalents 14 26,021 34,185
Total current assets 75,707 67,424
Total discontinued operations 0 0
TOTAL ASSETS 169,240
SHAREHOLDERS' EQUITY 181,207
Share capital
Reserves 27,109 27,109
23,745 21,144
Net profit (loss) attributable to owners of the Parent Company 4,184 6,087
Group Shareholders' equity 55,038 54,340
Minority interests:
Capital and reserves 1,137 1,262
Net profit (loss) attributable to minority interests 416 470
Minority interests 2,153 1,732
TOTAL SHAREHOLDERS EQUITY 15 57,191 56,072
NON-CURRENT LIABILITIES
Financial payables and other non-current financial liabilities 16 26,937 20,926
Financial liabilities for non-current rights of use 18 5,145 6,214
Provision for non-current risks 22 116 1,649
Post-employment benefits (TFR) 19 6,756 6,953
Deferred tax liabilities 20 7,705 7,348
Other non-current liabilities 21 7,201 6,717
Total Non-current liabilities 53,860 49,807
CURRENT LIABILITIES
Financial payables and other current financial liabilities 17 16,725 15,572
Financial liabilities for current rights of use 18 3,293 3,004
Trade payables 23 17,048 12,366
Provision for current risks 22 6,762 7,075
Tax payables 24 3,102 1,585
Other liabilities and payables 25 23,226 23,759
Total Current liabilities 70,156 63,361
Total discontinued operations 0 0
TOTAL LIABILITIES 124,016 113,168
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 181,207 169,240

The effect of related party ransactions on the considiated inome statement in acondanes with Concordance with Concol Resultion 15519 of 27 July 2006 ar illustrated in a specific statement of financial position in paragraph 5.3.

B. Consolidated Income Statement

Amounts in EUR thousands Notes 1H 2020 1H 2019
Operating revenue 26 82,005 73,049
Other revenue and income 27 1,436 1,102
Total Revenue 83,441 74,151
Cost of raw materials and consumables 28 (53) (160)
Service costs 29 (33,565) (27,217)
Personnel costs 30 (39,564) (36,182)
Other operating costs 31 (760) (811)
Cost of internal work capitalised 32 3,469 2,246
Amortisation, depreciation and write-downs:
Depreciation of property, plant and equipment 33 (346) (397)
Amortisation of intangible assets 33 (2,830) (2,319)
Amortisation of Rights of Use 33 (1,599) (1,337)
Allocations to provisions 34 (8) 0
Total Operating Costs (75,256) (66,177)
Operating profit (loss) (EBIT) 8,185 7,974
Financial income 35 28 44
Financial expense 35 (719) (708)
Total Financial Income/Expense 35 (691) (664)
Profit (loss) before tax 7,494 7,310
Current income taxes 36 (2,040) (1,386)
Deferred tax assets and liabilities 36 (854) (1,308)
Total Income taxes (2,894) (2,694)
Net profit (loss) from continuing operations 4,600 4,616
Net profit (loss) from discontinued operations 0 0
Net profit (loss) 4,600 4,616
Net profit (loss) attributable to minority interests 15 416 356
Net profit (loss) attributable to owners of the Parent Company 4,184 4,260
Earnings (loss) per share:
Basic earnings per share (Euro) 37 0.03 0.03
Diluted earnings per share (Euro) 37 0.03 0.03

The effects of related party transactions on the onsoliated inome statement in acordane with Consol Resourcion 15519 of 27 Jay 2006 are illustrated in a specific statement of financial position in paragraph 5.3.

C. Consolidated Statement of Comprehensive Income

Amounts in EUR thousands 1H 2020 1H 2019
Net profit (loss) 4,600 4,616
Items not subject to reclassification in the income statement:
Actuarial gains (losses) on employee benefits 41 (500)
Tax effect on actuarial gains (losses) (10) 120
Items subject to reclassification in the income statement
when certain conditions are met:
Gains (losses) on cash flow hedges (37) (145)
Translation gains (losses) (479) 43
Other items of comprehensive income (485) (482)
Net comprehensive profit (loss) 4,115 4,134
Attributable to:
Owners of the Parent Company 3,699 3,777
Minority interests 416 357

D. Consolidated Statement of Cash Flows

Amounts in EUR thousands Notes 1H 2020 1H 2019
Net profit (loss) 4,600 4,616
Amortisation, depreciation and write-downs 33-34 4,775 4,053
Non-monetary changes in post-employment benefits (TFR) 484 605
Net financial expense in the income statement 35 746 715
Taxes for the period 36 2,040 1,386
Deferred tax assets and liabilities 36 854 1,308
Losses on current assets and provisions 34 8 0
Release of bad debt provisions (455) 0
Increase in internal work capitalised 32 (3,469) (2,246)
Other non-monetary changes (37) (144)
Exchange rate conversion differences 39 36
Cash flow from operating activities 9,585 10,329
Change in inventories 8 0 4
Change in Assets deriving from Contracts with customers 9 (17,355) (13,378)
Change in trade receivables 10 1,914 (2,553)
Change in trade payables 23 4,682 (1,018)
Use of bad debt provisions 22 (1,399) (858)
Other changes in current assets and liabilities (2,042) (1,675)
Post-employment benefits (TFR) paid 19 (701) (517)
Other changes in non-current assets and liabilities (2,532) (1,594)
Change in net working capital (17,433) (21,589)
Cash flow from (used in) operating activities (7,848) (11,260)
(Purchase) of property, plant and equipment net of disposals 1 (411) (529)
(Purchase) of intangible assets net of disposals 4 (312) (1,500)
Cash flow from business combinations net of cash acquired 2.10 (1,751) 225
(Purchase)/sale of equity investments and securities 5 0 (500)
Cash flow from (used in) investing activities 2,474 (2,304)
Change in current financial assets 13 (15) 467
Change in current financial liabilities 17 1,133 711
Financial expense paid (671) (699)
Change in non-current financial liabilities 16 6,011 (379)
Repayments of lease liabilities (1,244) (1,138)
Cash paid for purchase of share pertaining to third parties 0 (283)
Cash paid to purchase own shares (ව) (503)
Distribution of dividends paid to Group shareholders (2,992) (2,896)
Contribution from minority interests 5 0
Cash flow from (used in) financing activities 2,158 (4,720)
Cash flow from (used in) discontinued operations 0 0
Cash and cash equivalents (8,164) (18,284)
Net cash and cash equivalents - opening balance 14 34,185 36,010
Net cash and cash equivalents - closing balance 14 26,021 17,726
Net increase (decrease) in cash and cash equivalents (8,164) (18,284)

E. Statement of Changes in Consolidated Shareholders' Equity

Amounts in FUR thousands Share
capital
Reserves
and profit
carried
forward
Profit (loss) for
the period
Group
Shareholders'
equity
Minority
interests
Total
SHAREHOLDERS' EQUITY AT
31.12.2018
27,109 20,463 5,481 53,053 1,723 54,776
Net profit (loss) 4,260 4,260 356 4.616
Other items of comprehensive income (483) (483) (482)
Net comprehensive profit (loss) (483) 4,260 3,777 357 4,134
Allocation of prior year profit (loss) 5,481 (5,481) 0
Purchase of own shares (503) (503) (503)
Dividend distribution (2,896) (2,896) (2,896)
(Purchase) / Disposal of Minority Interests 681 681 (681)
SHAREHOLDERS' EQUITY AT
30.06.2019
27,109 22,743 4,260 54,112 1,399 55,511
Amounts in EUR thousands Share
capital
Reserves
and profit
carried
forward
Profit (loss) for
the period
Group
Shareholders'
equity
Minority
interests
Total
SHAREHOLDERS' EQUITY AT
31.12.2019
27,109 21,144 6,087 54,340 1,732 56,072
Net profit (loss) 4,184 4,184 416 4,600
Other items of comprehensive income (485) (485) (485)
Net comprehensive profit (loss) (485) 4,184 3.699 416 4,115
Allocation of prior year profit (loss) 6.087 (6,087) 0
Purchase of own shares (d) ()
Dividend distribution (2,992) (2,992) (2,992
(Purchase) / Disposal of Minority Interests 0 ()
SHAREHOLDERS' EQUITY AT
30.06.2020
27,109 23,745 4,184 55,038 2,153 57,191

Notes to the consolidated financial statements

1. Corporate information

The Be Group is one of the leading Italian players in the IT Consulting sector. The Group provides Business Consulting, Information Technology, Professional Services and Digital Business (CGU created starting from this half of the year). A combination of specialist skills, advanced proprietary technologies and a wealth of experience enable the Group to work with leading financial and insurance institutions and Italian industries to improve their competitive capacity and their potential to create value. With around 1,400 employees and branches in Italy, Germany, the United Kingdom, Switzerland, Austria, Poland, Ukraine, Spain and Romania, in the first half of 2020 the Group recorded total revenues of Euro 83.4 million.

Be Shaping The Future S.p.A.(Be S.p.A. for short), listed in the Segment for High Requirement Shares (STAR) of the Electronic Share Market (MTA), performs management and coordination activities for the Group companies pursuant to art. 2497 et seq. of the Italian Civil Code, through control and coordination of operating, strategic and financial decisions of the subsidiaries and through management and control of reporting flows in readiness for preparation of both annual and interim accounting documents.

The Half-year Condensed Consolidated Financial Statements at 30 June 2020 were approved for publication by the parent company Board of Directors on 31 July 2020.

Note that with the resolution passed unanimously by the Extraordinary Shareholders' Meeting of Be Think, Solve, Execute S.p.A. on 22 April 2020 and concerning the amendments to the Articles of Association relating to the change of the company name, the new company name "Be Shaping The Future S.p.A." took effect.

2. Measurement criteria and accounting standards

2.1. Presentation criteria

The Half-Year Condensed Consolidated Financial Statements of the Be Group at 30 June 2020 (also referred to as the "Half-year Consolidated Financial Statements") were prepared in application of art. 154-ter of the Consolidated Law on Finance and in accordance with IAS 34 -Interim Financial Reporting. Therefore, they do not include all information required for annual financial statements and must be read together with the financial statements prepared at 31 December 2019.

The Half-Year Consolidated Financial Statements comprise the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in shareholders' equity and the relative notes to the consolidated financial statements.

The Be Group consolidated income statement is presented by using a classification of individual components based on their nature. This format complies with the management reporting method adopted by the Group and is therefore considered more representative than a presentation by item

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The consolidated statement of cash flows indicates cash flows during the period and classified among operating, investing and financing activities. Cash flows from operating activities are recognised using the indirect method.

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

With regard to segment reporting in accordance with IFRS 8, note that in view of the Group's business operations the reference format is that for operating segments, a better description of which can be found in paragraph 2.12 "Segment reporting".

The Financial Statements and the notes to the financial statements are presented in thousands of Euro; unless otherwise indicated, there could be differences in the unit amounts shown in the tables below due to rounding.

In preparing these financial statements, the Directors used going concern assumptions and therefore prepared the statements on the basis of standards and criteria applying to fully operative companies. For further information, please refer to paragraph 2.6 "Disclosure on going concern assumptions".

2.2. IFRS accounting standards, amendments and interpretations applicable from 1 January 2020

The accounting principles adopted are the same as for the previous year, except for those entering into force from 1 January 2020 and adopted by the Group for the first time, 1.e.:

· On 31 October 2018, the IASB published a document entitled "Definition of Material (Amendments to IAS 1 and IAS 8)". The document introduced a change to the definition of "material" contained in standards IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors. The purpose of this amendment is to be the definition of "material" more specific and to introduce the concept of "obscured information" alongside the concepts of omitted or erroneous information already present in the two standards being amended. The amendment clarifies that information is "obscured" when it is described in such a way that it has an effect on the primary readers of financial statements that is similar to that which would have been produced if said information would have been omitted or erroneous.

The adoption of this amendment has had no effect on the Group's Half-year Condensed Consolidated Financial Statements.

· On 29 March 2018, the IASB published an amendment to the "References to the Conceptual Framework in IFRS Standards". The amendment applies to periods starting on 1 January 2020 or later, although early application is permitted. The Conceptual Framework establishes the fundamental concepts for financial disclosures and guides the Board in the development of IFRS standards. The document helps to guarantee that the Standards are conceptually consistent and that similar transactions are treated in the same way, so as to provide useful information for investors, lenders and other creditors. The Conceptual Framework provides support to enterprises in developing accounting standards when no IFRS standard is applicable to a specific transaction and, more generally, helps the interested parties understand and interpret the Standards.

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The adoption of this amendment has had no effect on the Group's Half-year Condensed Consolidated Financial Statements.

· On 26 September 2019, the IASB published an amendment called "Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform". The same amends IFRS 9 - Financial Instruments and IAS 39 - Financial Instruments: Recognition and Measurement as well as IFRS 7 - Financial Instruments: Disclosures. More specifically, the amendment changes some of the requirements requested for the application of hedge accounting, envisages temporary departures from the same, in order to mitigate the impact resulting from the uncertainty of the IBOR reform (currently underway) on future cash flows in the period prior to its completion. The amendment also requires to provide additional information in their financial statements regarding their hedges that are directly affected by the uncertainties generated by the reform and to which the abovementioned departures may be applied.

The adoption of this amendment has had no effect on the Group's Half-year Condensed Consolidated Financial Statements.

· On 22 October 2018, the IASB published a document entitled "Definition of a Business (Amendments to IFRS 3)". The document provides some clarification as to the definition of a business for the correct application of IFRS 3. In particular, the amendment clarifies that while a business usually generates an output, the presence of an output is not strictly necessary to identify a business in the presence of an integrated set of activities/processes and assets. However, to meet the definition of a business, an integrated set of activities/processes and assets must include, at least one input and one substantial process that together contribute to the ability to create an output in a substantial manner. To this end, the IASB replaced the term "ability to create output" with "ability to contribute to creating output" to clarify that a business can exist even without the presence of all of the inputs and processes needed to create an output.

The amendment has introduced an optional concentration test, which allows the presence of a business to be excluded if the price paid substantially refers to a single asset or group of assets. The changes are applicable to all business combinations and acquisitions of assets from 1 January 2020, although early adoption is permitted.

The adoption of this amendment has had no effect on the Group's Half-year Condensed Consolidated Financial Statements.

2.3. Accounting Standards, IFRS and IFRIC amendments and interpretations endorsed by the European Union, whose application is not yet compulsory and for which the Group did not opt for early adoption at 30 June 2020

At 30 June 2020, no Accounting Standards, IFRS and IFRIC amendments and interpretations endorsed by the European Union have been issued, whose application is not yet compulsory at 30 June 2020.

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2.4. IFRS accounting standards, amendments and interpretations not yet endorsed by the European Union

At the reference date of this document, the competent bodies of the European Union have not yet completed the endorsement process required for adoption of the amendments and standards illustrated below.

. On 18 May 2017, the IASB published IFRS 17 - Insurance Contracts, which will replace IFRS 4 - Insurance Contracts. The objective of the new standard is to ensure that an entity provides pertinent information that truthfully represents the rights and obligations under the insurance contracts issued. The IASB developed the standard to eliminate inconsistencies and weaknesses in the existing accounting standards, providing a single principle-based framework to take into account all types of insurance contracts, including the reinsurance contracts that an insurer holds. The new standard also envisages requirements for presentation and disclosure to improve the comparability of entities belonging to this sector. The new standard measures an insurance contract on the basis of a General Model or a simplified version of the same, called Premium Allocation Approach ("PAA").

The main characteristics of the General Model are:

  • the estimates and the assumptions of future cash flows are always current ones;
  • the measurement reflects the temporary value of money;
  • the estimates envisage the extensive use of information that can be observed in the market;
  • there is a current and explicit measurement of the risk;
  • the expected protit is deterred and aggregated in groups of insurance contracts at the time of initial recognition; and
  • the expected profit is recognised in the contractual period covered, taking adjustments resulting from changes in assumptions relating to the financial cash flows of each group of contracts into account.

The PAA approach envisages the measurement of the liabilities for the residual coverage of a group of insurance contracts on condition that, at the time of initial recognition, the entity envisages that this liability reasonably represents an approximation of the General Model. Contracts with a coverage period of one year or less are automatically suited to the PAA approach. The simplification results from the application of the PAA method does not apply to the measurement of liabilities for existing claims, which are measured with the General Model. However, it is not necessary to discount cash flows where the balance to be paid or collected is expected to be made within one year from the date on which the claim was made.

The entity must apply the new standard to insurance contracts issued, including reinsurance contracts issued, re-insurance contracts held and also to investment contracts with a discretionary participation feature (DPF).

The standard is applicable from 1 January 2023, although early adoption is permitted only for entities that apply IFRS 9 - Financial Instruments and IFRS 15 - Revenue from Contracts with Customers.

The directors do not expect the adoption of this standard to have any impact on the Group's Consolidated Financial Statements.

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· On 23 January 2020 the IASB published an amendments called "Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current". The purpose of the document is to clarify how to classify debts and other short or long term liabilities. The amendments come into force on 1 January 2022 but the TASB has issued an exposure dratt to postpone their entry into force until 1 January 2023; however, early application is permitted.

At present, the directors are assessing the potential impact that the introduction of this amendment would have on the Group's consolidated financial statements.

  • · On 14 May 2020, the IASB published the following amendments called:
    • Amendments to IFRS 3 Business Combinations: the purpose of the amendments is to update the reference in IFRS 3 to the Conceptual Framework in the revised version, without changing the requirements of IFRS 3.
    • Amendments to IAS 16 Property, Plant and Equipment: the purpose of the amendments is not to allow the amount received from the sale of goods produced during the testing phase of the asset to be deducted from the cost of tangible assets. These sales revenues and related costs will therefore be booked to the income statement.
    • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: the , amendment clarifies that all of the costs directly attributable to the contract must be taken into account when estimating whether a contract is onerous. Accordingly, the assessment of whether a contract is onerous includes not only incremental costs (such as the cost of direct material used in processing), but also all of the costs that the enterprise cannot avoid because it has entered into the contract (such as, for example, the share of personnel costs and depreciation of machinery used to perform the contract).
    • Annual Improvements 2018-2020: the amendments were made to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples of IFRS 16 Leases.

All of the amendments will come into force on 1 January 2022.

At present, the directors are assessing the potential impact that the introduction of these amendments would have on the Group's consolidated financial statements.

· On 28 May 2020 the IASB published the amendments called "Covid-19 Related Rent Concessions (Amendment to IFRS 16)". The document provides lessees with the option to account for the reductions in rents connected with Covid-19 without having to assess, through the analysis of the contracts, whether the definition of lease modification to IFRS 16 applies. Therefore, the lesses applying this option will be able to account for the effects of rent reductions directly in the income statement on the effective date of the reduction. Although this amendment is applicable to financial statements beginning on 1 June 2020, with the possibility of early application to the financial statements beginning on 1 January 2020, it has not yet been approved by the European Union, and therefore has not been applied by the Group at 30 June 2020.

At present, the directors are assessing the potential impact that the introduction of this amendment would have on the Group's consolidated financial statements.

· On 28 May 2020 the IASB published an amendment called "Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4)". The amendments allow the temporary exemption from the application of IFRS 9 to be extended until 1 January 2023. These amendments will come into force on 1 January 2021.

E-MARKET CERTIFIED

At present, the directors are assessing the potential impact that the introduction of this amendment would have on the Group's consolidated financial statements.

. On 30 January 2014, the IASB published IFRS 14 Regulatory Deferral Accounts, which only allows those that adopt IFRS for the first time to continue to recognise amounts related to Rate Regulation Activities according to the previous accounting standards adopted.

As the Company/Group is not a first-time adopter, said standard is not applicable.

2.5. Discretionary measurements and significant accounting estimates

Preparation of the Half-year Consolidated Financial Statements and related notes in application of IFRS requires that management perform discretionary measurements and accounting estimates that have an effect on the value of assets, liabilities, revenue and costs in the financial statements and disclosures. The final results could differ from such estimates.

The estimates are used in measuring goodwill, in recognising credit risk provisions, in measuring property, plant and equipment and intangible assets, in determining amortisation and depreciation and in calculating taxes and provisions for risks and charges.

Also note that the Directors have exercised their discretion in assessing the prerequisites for going concern assumptions. The estimates and assumptions are periodically reviewed and the effects of any change are immediately reflected in the income statement.

For further information on the main accounting estimates, reference should be made to the Consolidated Financial Statements at 31 December 2019.

2.6. Disclosure on going concern assumptions

The 2020-2022 Plan was prepared on the basis of forecasts and assumptions inherent to future trends in operations and the reference market. Though reasonable, these do show profiles of uncertainty due to the questionable nature of future events and the characteristics of the market in which the Group operates.

In relation to the Covid-19 emergency, in order to prevent and contain the spread of the pandemic in Italy, as already stated in the Management Report, the Group reacted promptly in line with its protocols and policies for the management of emergencies and company crises, by establishing a Crisis Committee, which set a contingency plan in motion to guarantee the health and safety of its employees and partners, by providing for and extending where possible the adoption of smart-working, with a view to guarantee business and operational continuity both in the current scenario and in terms of possible further restrictions to the access of operating facilities. To date there have been no cases of contagion with reference to Group personnel.

In operational terms, in line with the provisions of the Prime Ministerial Decree of 9 March 2020, the majority of the company has worked/work by adopting a smart-working approach, and the capacity of the technological equipment to support remote operations has been boosted. Business continuity has been guaranteed everywhere. Nearshoring sites have been activated, for any potential requirements, at the competency centres in Poland and Romania, although at present there is no need whatsoever to transfer business activities there.

Specifically, given the particular type of Be Group's reference market - mainly only large financial institutions - the Covid-19 pandemic had almost no impact in the first half of 2020.

E-MARKET

Indeed, all of the major Financial institutions have accelerated their strategies to switch to digital and the Group offered full support to all of its customers. In addition, it should be considered that the Financial Institutions, which account for almost all of BE Group's customers, carry out services that have been deemed 'essential' by the Ministerial Decree and therefore have maintained their operations even during the lock-down. As a result, already when preparing the Financial Statements for the year, no grounds had been found for not confirming our estimates as regards the objectives for 2020, and more generally, those of the whole 2020-2022 Business Plan.

The results for the first half of the year also confirm the soundness of the Group, which has achieved the main objectives set in the Plan, confirming the assumptions made at the time of approval of the 2019 tinancial statements with reference also to the objectives set for the current and future years.

Last but not least, a number of transactions (see paragraph 5 "Significant events involving the Group in the first half of 2020" of the Interim Management Report on Operations for more details) are worth mentioning, which confirm the Group's ability to face its internal and external growth strategy.

Given the above, the Directors consider going concern assumptions to be appropriate in preparing the Half-year Consolidated Financial Statements as no uncertainties have emerged associated with events or circumstances which, taken individually or as a whole, could give rise to doubts about the company as a going concern.

2.7. Scope of consolidation

The scope of consolidation includes the Parent Company Be S.p.A. and the companies under its direct or indirect control.

Taking previous considerations into account, a list of equity investments in companies included in the scope of consolidation is provided below, as required by Consob Communication 6064293 of 28 July 2006:

E-MARKET
SDIR

Company name Registered
office
Share
capital:
Curre
ncy
Parent Company 0/0
interest
Minority
interests
Be Shaping the Future S.p.A. Rome 27,109,165 HUR
Be Shaping the Future
Corporate Services S.p.A.
Rome 450,000 HUR Be Shaping the Future S.p.A. 100% 0%
Dream of Ordinary Madness
Entertainment S.r.1
Milan 10.000 HUR Be Shaping the Future S.p.A. 51% 49%
Human Mobility S.r.l Milan 10,000 HUK Be Shaping the Future S.p.A. 51% 49%
Be Management Consulting
S.p.A.
Rome 120,000 EUR Be Shaping the Future S.p.A. 100% 0%
Be DigiTech Solutions S.p.A. Rome 7,548,441 EUR Be Shaping the Future S.p.A. 100% 0%
Be Think Solve Execute RO
S.r.l.
Bucharest 22,000 RON Be Shaping the Future S.p.A. 100% 0%
Iqui S.r.l. Rome 10,000 HUR Be DigiTech Solutions S.p.A. 51% 49%
Juniper Extensible Solutions
S.r.l.
Trento 10.000 HUR Be DigiTech Solutions S.p.A. 51% 49%
Be Poland Think, Solve and
Execute sp z.o.o
Warsaw 1,000,000 PIN Be Management Consulting
S.p.A.
100% 0%
Tesla Consulting S.r.l. Bologna 10,000 EUR Be Management Consulting
S.p.A.
60% 40%
Be Ukraine LLC Kiev 20,116 UAH Be Management Consulting
S.p.A.
100% 0%
iBe Think Solve Execute Ltd London 91,898 GBP Be Management Consulting
S.p.A.
100% 0%
Payments and Business
Advisors S.1.
Madrid 3.000 EUR Be Management Consulting
S.p.A.
60% 40%
Paystrat Solutions SL (Pyngo) Madrid 10,265 FUR Payments and
Business Advisors S.1.
65% 35%
Be TSE GmbH Munich 92,033 EUR Be Management Consulting
S.p.A.
90% 10%
Be Shaping The Future AG Munich 1,882,000 EUR Be TSE GmbH 100% 0%
Be Shaping The Future GmbH Vienna 35,000 EUR Be TSE GmbH 100% 0%
Be TSE Switzerland AG Zurich 100,000 CHF Be TSE GmbH 100% 0%
FIMAS GmbH Frankfurt 25,000 FITR Be TSE GmbH 60% 40%
Confinity GmbH Magdeburg 50,000 EUR FIMAS GmbH 100% 0%

Compared to 31 December 2019, the scope of consolidation has been altered by the following events:

  • · in April 2020, Be acquired 51% of the capital of the company Dream of Ordinary Madness Entertainment S.r.l., operating in the business area dedicated to digital engagement, with considerable focus on the European Financial Industry. The parties also agreed on a "Put & Call" structure to purchase the residual capital in two tranches by 2027;
  • · in June 2020, Be created a centre of excellence dedicated to solutions supporting human mobility. The aim is not only to provide a high-impact tool for the return to normality but to design an entire ecosystem of services designed to facilitate the life and movement of people within companies. Starting from an idea of Stefano Quintarelli, Luca Mastrostefano and Marco Locatelli (minority shareholders), the company "Human Mobility Srl" is 51% owned by the Be Group. Minority shareholders will be remunerated for a total of Euro 1.99 million in two subsequent tranches by 2026. This value was determined on the basis of the best estimate available to date. The operation will imply the subsequent purchase of the remaining capital of the company by 2026.

Note that in April 2020, following the implementation of the Group's Rebranding&Positioning project, the companies Be Consulting Think, Project & Plan S.p.A., Be Solutions Solve, Realize & Control S.p.A. and Targit GmbH changed their company name to Be Shaping The Future, Management Consulting S.p.A. (Be Management Consulting S.p.A. for short), Be Shaping The Future, DigTech Solutions S.p.A. (Be Solutions S.p.A. or Be DigTech Solutions S.p.A. for short) and Be Shaping the Future GmbH, respectively.

2.8. Principles of consolidation

The consolidation of subsidiary companies is made on the basis of their respective accounts, appropriately adjusted to bring them in line with the accounting principles adopted by the Parent Company. The end date of the financial year of the subsidiaries included in the scope of consolidation is the same as that of Be S.p.A.

Subsidiaries are consolidated on a line-by-line basis, starting from their date of acquisition, namely from the date on which the Group acquired control, and are no longer consolidated from the date on which control is transferred out of the Group. In preparing the half-year condensed consolidated financial statements, assets and liabilities are assumed on a line-by-line basis, as are the costs and revenue of the companies consolidated, at their total amount, attributing the portion of shareholders' equity and of the profit (loss) for the period relating to minority shareholders under specific items of the statement of financial position and the income statement. The book value of the equity interest in each subsidiary is eliminated against the corresponding portion of shareholders' equity of each subsidiary, including any fair value adjustments, at the acquisition date, to the relative assets and liabilities; any remaining difference that arises, if positive, is allocated to goodwill, and if negative, to the income statement. All intercompany balances and transactions, including any unrealised gains resulting from transactions performed between Group companies, are eliminated in full. The amount of gains and losses recorded with associated companies attributed to the Group are eliminated. Intercompany losses are eliminated, unless they represent impairment losses.

2.9. Conversion of financial statements into currencies other than the Euro

The assets and liabilities of foreign subsidianes are converted into Euro at the exchange rate in force on the date of the financial statements. Income and expense are converted at average exchange rates for the period. The differences resulting from exchange rates are recorded under "Translation reserve" in Shareholders' Equity. This reserve is recognised in the Income Statement as income or as expense for the period in which the relative subsidiary was transferred.

2.10. Transactions and balances in foreign currency

Transactions in foreign currencies are recognised at the exchange rate in force on the date of the transaction. Monetary assets and liabilities, denominated in foreign currencies on the reference date of the financial statements, are converted at the exchange rate in force on said date.

E-MARKET
SDIR

The exchange rate differences generated by the derecognition of monetary items or by their conversion at different rates to those at which they were converted at the time of initial recognition are booked to the income statement.

The table below shows the exchange rates used for conversion into Euro for the 2020 - 2019 financial statements in foreign currencies:

Currency 1H 2020
average
30.06.2020 1H 2019 average 30.06.2019
British Pound (GBP) 0.8745 0.9124 0.8736 0.8966
Polish Zloty (PNL) 4.4142 4.4560 4.2917 4.2496
Ukrainian Hryvnia
(UAH)
28.6275 29.8985 30.4131 29.7654
Romanian Leu (RON) 4.8175 4.8397 4.7419 4.7343
Swiss Franc (CHF) 1.0639 1.0651 1.1294 1.1105

Exchange rates

2.11. Business combinations in the reporting period

As previously described, during the first half of 2020 the Be Group acquired 51% of Dream of Ordinary Madness Entertainment S.r.l., abbreviated to D.O.O.M. S.r.l., through the Parent Company Be Shaping the Future S.p.A., confirming the consolidation strategy on the Italian market.

With regard to the 51% acquisition of the company, the Parent Company paid Euro 1,869 thousand at the time of closing.

The reference values for the transaction were as follows:

Amounts in EUR thousands Book value of
the business
acquired
Fair value
adjustments
Fair Value
Property, plant and equipment 9 0 9
Cash and cash equivalents 118 0 118
Post-employment benefits (TFR) (61) 0 (61)
Other liabilities and payables (55) 0 (57)
NET TOTAL OF ASSETS ACQUIRED 11 0 11
GOODWILL 5,607
ACQUISITION PRICE 5,618
broken down as follows (amounts include discounting as at
the acquisition date):
Fee paid at 30 June 2020 (1,869)
Fair value of minority interests (3,749)
CASH FLOW FROM THE ACQUISITION
Payment already made (1,869)
Cash and cash equivalents acquired 118
NET CASH FLOWS (1,751)

E-MARKET CERTIFIED

The agreement gives an option to acquire the remaining 49% in two subsequent stages through a put&call option: 24.5% by July 2025 and a further 24.5% by July 2027.

More specifically, the put&call option envisages:

  • · an earn-out for the first 24.5% based on certain results recorded by the subsidiary in FYs 2023 and 2024. The above-mentioned earn-out was calculated on the basis of currently available estimates of Euro 2,276 thousand (corresponding to a discounted amount at the acquisition date of Euro 1,930 thousand);
  • · an earn-out for the second 24.5% based on certain results achieved by the subsidiary in FYs 2026 and 2027. The above-mentioned earn-out was calculated on the basis of currently available estimates of Euro 2,276 thousand (corresponding to a discounted amount at the acquisition date of Euro 1,819 thousand).

The transaction was accounted for using the purchase cost method with effect from the date of acquisition of control. The gain of Euro 5,607 thousand generated by the acquisition was provisionally allocated to goodwill, in accordance with IFRS 3.45 and 3.46, pending a more indepth assessment of the assets acquired.

In the period between the date of acquisition of control by the Be Group and the closing date of the Consolidated Financial Statements at 30 June 2020, the Company achieved a total revenue of Euro 1,038 thousand and a profit before tax of Euro 20 thousand.

2.12. Segment reporting

The disclosure required by IFRS 8 is provided, taking into account the organisational structure of the Group, which includes the following operating segments:

Business Consulting:

Business Unit active in the business consulting sector. This business unit operates through Be Management Consulting S.p.A., iBe Solve Execute Ltd, Be Ukraine Think, Solve, Execute S.A., Be Poland Think, Solve, Execute Sp.zo.o., Be Think, Solve Execute GmbH, Be Shaping the Future GmbH, Be TSE Switzerland AG, Be Shaping the Future AG, Fimas GmbH, Confinity GmbH, Payments and Business Advisors S.L., Paystrat Solutions SL (Pyngo) and Tesla Consulting S.r.1..

. ICT Solutions:

Business Unit active in the provision of integrated solutions and systems for the financial services, insurance and utilities sectors. This business unit covers the activities performed by Be DigiTech Solutions S.p.A., Be Think Solve Execute RO S.r.l.

0 Digital:

Business Unit active in assisting customer companies, and in particular the European Financial Industry, in implementing the digital transformation generated by the new business channels. The new business unit set up during the first half of 2020 covers the activities carried out by Iqui S.r.l. and Juniper Extensible Solutions S.r.l., which were included in the ICT Solutions Business Unit at 31 December 2019, Dream of Ordinary Madness Entertainment S.r.l. and Human Mobility S.r.l.

The structure of the disclosure reflects that of the reports periodically analysed by management and by the Board of Directors to manage the business and is the subject of

periodic management reporting and planning. The Parent Company's activities and those of residual businesses are indicated separately.

The economic position of the Group for the first half of 2020, compared with that of the first half of 2019, is reported below, separating continuing operations from discontinued operations.

The operating segment values illustrated are gross of intercompany transactions with the other Group companies from different segments, whilst the value of production by operating segment and by customer type indicated in the Management Report is shown net of all intercompany transactions between Group companies.

At present, the Group does not believe that a segment analysis by geographic area is relevant for its reporting purposes, considering that in the first half of 2020, 35.6% of production value was generated by markets abroad, with the DACH Region (DE, AUT and SUI) accounting for a significant share, contributing Euro 19.9 million to revenue generation; the UK and Spain markets, as well as the Cee Region (Poland, Ukraine, Romania), generated Euro 6.1 million and Euro 3.7 million of revenues, respectively,

Breakdown by operating segment 1 January 2020 - 30 June 2020

Consulting ICT
Solutions
Digital Corporate
and other
Infra-segment
consolidation
adjustments
Minority
interests
Total
Operating revenue 58,308 23,991 3,220 2,544 (6,059) 82,005
Other revenue 1,547 620 3 340 (1,073) () 1,436
Value of production 59,855 24,611 3,223 2,884 (7,132) 83,441
Operating profit (loss)
(EBIT)
7,240 2,614 468 (2,141) 4 0 8,185
Net financial expense (512) (151) (16) 9,944 (9,956) 0 -691
Net profit (loss) 4.326 1,740 316 8,171 (9,953) (416) 4,184

Breakdown by operating segment 1 January 2019 - 30 June 2019

Consulting ICT
Solutions
Digital Corporate
and other
Infra-segment
consolidation
adjustments
Minority
interests
Total
Operating revenue 55,777 19,082 1,827 2,017 (5,653) 73,049
Other revenue 1,431 457 22 449 (1,257) 1,102
Value of production 57,208 19,539 1,849 2,466 (6,910) 74,152
Operating profit (loss)
(EBIT)
7,850 1,954 162 (2,028) 35 () 7,974
Net financial expense 80 (189) (35) 10,216 (10,738) (664)
Net profit (loss) 5,747 1,125 84 8,363 (10,703) (356) 4,260

3. Breakdown of the main items of the Statement of Financial Position

Note 1.

Property, plant and equipment

At 30 June 2020, property, plant and equipment recorded a balance of Euro 2,228 thousand, net of cumulative depreciation, compared to Euro 2,161 thousand at 31 December 2019.

Change in historical cost

Historical
cost 2019
Business
combinations
Increases Decreases Reclassifications Exchange
gains
/losses
Historical
cost
30.06.20
Plant and
machinery
573 0 1 0 0 0 574
Fixtures and
fittings, tools
and other
equipment
191 0 0 0 0 0 191
Other assets 20,423 12 282 (45) 0 (61) 20,611
Assets under
development
and advances
3 0 168 0 0 0 171
TOTAL 21,190 12 451 (45) 0 (61) 21,547

Change in accumulated depreciation

Accumulated
depreciation
2019
Business
combinations
Depreciation Decreases Reclassifications Exchange
gains
/losses
Accum
ulated
depreci
ation
30.06.2
0
Plant and
machinery
479 0 16 0 0 0 495
Fixtures
and fittings,
tools and
other
equipment
112 0 0 0 0 0 112
Other
assets
18,438 3 330 (5) 0 (54) 18,712
TOTAL 19,029 3 346 (5) 0 (54) 19,319
Net value 31.12.2019 Net value 30.06.2020
Plant and machinery 94 79
Fixtures and fittings, tools and other equipment 79 79
Other assets 1,985 1.89.
Assets under development and advances 3 171
TOTAL 2,161

E-MARKET certified

The value of fixtures and fittings, tools and other equipment includes all the Group-owned operating assets used in the production of data processing services. The figure for other assets includes the following:

  • passenger cars;
  • ordinary office furniture and machines;
  • electronic office machines;
  • leasehold improvements.

The increase in the item other assets during the period mainly refers to the purchase of electronic machines by Be DigiTech Solutions and the companies in the DACH area.

The decreases refer to the disposal of obsolete assets during the first half of the year.

Note 2.

Rights of use

At 30 June the rights of use totalled Euro 7,527 and mainly regard long-term property leases and leases for company cars used by personnel. Changes in the period are shown below:

Change in historical cost

Historical
cost
31.12.2019
Business
combinations
Increases Decreases Exchange
gains
/ losses
Historical cost
30.06.202
Motor vehicles 2,014 0 222 (104) (3) 2,129
Property 9,339 0 286 0 (28) 9.597
Other assets 186 0 0 0 186
TOTAL 11,539 0 508 (104) (31) 11,912

Change in accumulated amortisation

Accumulated
amortisation
31.12.2019
Business
combinations
Amortisation Decreases Exchange
gains/
losses
Accumulated
amortisation
30.06.2020
Motor vehicles 525 0 368 (61) (1) 831
Property 2,273 0 1201 0 (12) 3,462
Other assets 62 0 30 0 0 92
TOTAL 2,860 0 1,599 (61) (13) 4,385

Historical cost

Net value 31.12.2019 Net value 30.06.2020
Motor vehicles 1,489
Property 7.066 6,135
Other assets 124 94
TOTAL 8,679

E-MARKET
SDIR CERTIFIEL

Goodwill

Goodwill stood at Euro 70,298 thousand at 30 June 2020, compared to Euro 65,060 thousand at 31 December 2019. The cash generating units (CGUs) were identified for impairment testing purposes based on the Group's reorganisation defined during the first half of 2020 with the acquisition of the company Dream of Ordinary Madness Entertainment S.r.l and the establishment of Human Mobility S.r.l. and consistent with the former IFRS 8 reporting structure described in the paragraph 2.12 "Segment reporting".

The breakdown is as follows:

Goodwill

Balance at
31.12.2019
Increases Reclassifications Exchange
gains/losses
Balance at
30.06.2020
Cash generating unit (CGU)
Business Consulting 35,643 0 0 (369) 35,274
ICT Solutions 29,417 0 (2,247) 0 27,170
Digital (new CGU) 0 5,607 2,247 0 7.85
Total 65,060 5,607 0 (369) 70,298

The increase in goodwill of Euro 5,607 thousand refers to the acquisition of Dream of Ordinary Madness Entertainment S.r.l. through the Parent Company in 2020.

When preparing this Interim Financial Report, Company Management verified the continued reliability of the forecasts for revenue, investments and operating costs contained in the 2020-2022 Plan used to estimate value in use at 31 December 2019, in order to determine the recoverable amount of goodwill of the various cash generating units. The Directors then confirmed that the book value of goodwill recognised at 30 June 2020 is sustainable. The analysis conducted, which took into account the market environment, affected by the health emergency for the Covid-19 pandemic, as explained in the Management Report, showed no signs of imparment and allows confirmation of the assumptions made in formulating the plans. In particular, it should be noted that, considering the results in line with the Plan used for the imparment test at 31 December 2019, as well as the hedges resulting from the imparment tests on the assets and liabilities recognised (as resulting from the sensitivity analyses conducted on 31 December 2019), the Company does not believe that there are elements of uncertainty as to recoverability. In addition, with reference to the business outlook, as already stated in the Management Report, Management believes that it can confirm the estimates of the plans used for the imparment test also thanks to the type of contracts in place and the counterparties that allow it to have a good visibility on the results of the foreseeable future. The acquisition carried out during the period was finalised in the Covid-19 period. Therefore, the valuations of the price pad took this event into account. Moreover, in the period following the acquisition, no events occurred that could have an impact on the price paid and be considered an imparment indicator. It was therefore considered reasonable not to carry out a new imparment test, since the Covid-19 was not deemed to be a trigger event for the Be Group.

In any case, constant monitoring will be carried out in the course of the year.

For further information and a description of the imparment test procedure, reference should be made to the Notes to the "Annual Financial Report at 31 December 2019".

Note 4.

Intangible assets

At 30 June 2020, intangible assets recorded a balance of Euro 20,458 thousand, net of cumulative amortisation, compared to Euro 19,632 thousand at 31 December 2019.

The changes during the reporting period, changes in accumulated amortisation and the historical cost are provided below, with amounts expressed in thousands of Euro.

Change in historical cost

Historical
cost at
31.12.2019
Increases Decreases Reclassifications Business
Combinations
Exchange
gains/losses
Historical
cost
30.06.2020
Research and
development 678 0 0 (1) 0 0 677
costs
Concessions,
licences and 1,764 104 0 60 0 0 1,928
trademarks
Assets under
development
5,652 2,794 0 (2,281) 0 0 6,165
and advances
Other (including
proprietary SW)
49,034 884 0 2,222 0 (263) 51,877
TOTAL 57,128 3,782 0 0 0 (263) 60,647

Change in accumulated amortisation

Accumulated
at 31.12.2019
amortisation Amortisation Decreases Reclassifications Business
Combinations
Exchange
gains/losses
Accumulated
amortisation
30.06.2020
Research
and
development
costs
676 0 0 1 0 0 677
Concessions,
licences and
trademarks
1,648 34 0 0 0 0 1,682
Other
(including
proprietary
SW)
35,172 2,796 0 0 0 (138) 37,830
TOTAL 37,496 2,830 0 1 0 (138) 40,189

Net book value

Net value 31.12.2019 Net value 30.06.2026
Research and development costs 2
Concessions, licences and trademarks 116 246
Assets under development and advances 5,652
Other (including proprietary SW) 13,862 14,04
I'O'LAL 19,632

At 30 June 2020, increases in assets under development essentially refer to the development of the following IT platforms: "Universo Sirius", relating to the management of Life and Non-Life insurance portfolios and the development of the company's internal IT system carried out by Be DigiTech Solutions for a total of Euro 1,025 thousand. This increase also refers to digital applications by Juniper, Iquii and Human Mobility for Euro 384 thousand, Euro 171 thousand and Euro 388 thousand respectively, as well as platforms owned by Be Think, Solve Execute GmbH, Be Shaping the future AG and Fimas GmH specialising in various areas of the banking sector, for a total of Euro 987 thousand.

The residual values of individual intangible assets are considered justified on the basis of their estimated useful lives and profitability.

Note 5.

Equity investments in other companies

Equity investments in other companies mainly refer to:

  • · the investment of Euro 799 thousand, held via Be DigiTech Solutions, in Talent Garden S.p.A., an Italian start-up, which operates in the sector of co-working and spaces for innovation, corresponding to 1.22% of share capital against a pro rate shareholders' equity of Euro 258 thousand at 31 December 2019;
  • · the investment of approximately Euro 27 thousand, held via Juniper Extensible Solutions S.r.h., in Engagigo S.r.l., Italian company operating in the social media and digital market place sector, in the sports, outdoor and fitness area, corresponding to 6% of share capital.

Equity investments in other companies

Balance at
30.06.2020
Balance at
31.12.2019
Equity investments in other companies 829 829
TOTAL 829 829

Note 6.

Loans and other non-current assets

Loans and other non-current assets reter to guarantee deposits paid for Euro 293 thousand and advances paid to employees in past years to be recovered on termination of their employment contracts for Euro 12 thousand.

Other non-current receivables of Euro 893 thousand mainly refers to:

  • · Euro 480 thousand for the portion of the residual discounted price that may be collected beyond the year, accrued against the sale of the Be DigiTech Solutions business divisions sold to CNI S.p.A.;
  • · Euro 172 thousand for a receivable of Be DigTech Solutions due from the town council of Lercara Friddi, for which a 10-year repayment plan has been established;
  • · Euro 191 thousand for a receivable of Be Tse GmbH due from Blu IT for employee termination indemnities to be paid to employees transferred by the same.

Other assets and receivables

Balance at
30.06.2020
Balance at
31.12.2019
Guarantee deposits 293 464
Receivables from employees due beyond 12 months 12 42
Receivables from social security and welfare
organisations
151 151
Other non-current receivables 893 1,474
Non-current prepaid expenses 29 21
TOTAL 1,378 2,152

Note 7.

Deferred tax assets

The deferred tax assets in the financial statements refer mainly to the Parent Company and the subsidiary Be DigiTech Solutions S.p.A. and are recognised based on the reasonable assumption that they will be recoverable, in accordance with future taxable income forecast in the three-year plan. They are calculated on the basis of prior year losses considered recoverable and on the temporary tax differences on taxable provisions for risks and differences between the book value and value for tax purposes on goodwill recognised.

Deferred tax assets are calculated using the tax rates in force from 1 January 2017 (IRES 24% and IRAP 3.9%-4.26%).

Deferred tax assets

Balance at
31.12.2019
Allocation Utilisation Other changes Balance at
30.06.2020
Deferred tax assets 3.303 55 (551) (25) 2,782
TOTAL 3,303 55 (551) (25) 2,782

Note 8.

Inventories

Inventories refer mainly to the inventories of consumables of Be Shaping the Future AG for Euro 3 thousand.

Inventories

Balance at
30.06.2020
Balance at
31.12.2019
Inventories 3 r
TOTAL 3

E-MARKET CERTIFIEL

Note 9.

Assets deriving from Contracts with customers

At 30 June 2020, assets deriving from Contracts with customers showed a balance of Euro 28,868 thousand, against Euro 11,513 thousand at 31 December 2019. For a better presentation, the recorded balance of invoices to be issued and previously included in the item "Trade receivables" at 31 December 2019, was reclassified under this item. The activity denving from the contract represents the right of the company to obtain the consideration for goods or services transferred by it to the customer and includes the part of the service already performed by the Group but not yet invoiced to the customer.

Assets deriving from Contracts with customers

Balance at
30.06.2020
Balance at
31.12.2019
Assets deriving from Contracts with customers 28,868 11,513
TOTAL 28,868 11,513

Note 10.

Trade receivables

Trade receivables arise from goods and services produced and provided by the Group but not yet collected at 30 June 2020.

Please refer to Note 9 for the reclassification made between the balance of the item "Trade receivables" and the item "Assets deriving from Contracts".

Trade receivables

Balance at
30.06.2020
Balance at
31.12.2019
Receivables due from customers 17,128 19,224
Bad debt provision for receivables due from (1,141) (1,323)
customers
TOTAL
15,987 17,901

The provision, which amounts to Euro 1,141 thousand, includes Euro 99 thousand at 31 December 2019) for the impact of the application of IFRS 9 (expected credit loss method).

The amount allocated in the financial statements is considered fair coverage of the credit risk; the utilisation of the bad debt provision for Euro 190 thousand refers to the Bassilichi dispute.

Bad debt provision

Balance at Balance at
30.06.2020 31.12.2019
Opening balance 1,323 1,083
Allocations 8 402
Utilisation (190) 162)
TOTAL 1,141 1,323

The breakdown of receivables is shown below, by due date and before the bad debt provision of Euro 1,141 thousand. The amount outstanding for over 180 days mostly regards receivables due from the Italian Public Administration for which the appropriate credit collection measures have been taken.

Due 0-30 days 31-60
days
61-90
days
91-180
days
Over
180 days
l otal
Receivables due from customers 11,876 1,881 427 613 446 1,884 17,128
Bad debt provision (1,141) (1,141)
TOTAL 11,876 1,881 427 હોંડે 446 743 15,987

Note 11.

Other assets and receivables

Other assets and receivables at 30 June 2020 amount to Euro 3,896 thousand and break down as follows:

Other assets and receivables

Balance at
30.06.2020
Balance at
31.12.2019
Advances to suppliers for services 61 63
Receivables due from social security
organisations
119 106
Receivables due from employees 141 109
VAT credits and other indirect taxes 176 627
Accrued income and prepaid expenses 1,734 974
Other receivables 1,665 949
TOTAL 3,896 2,828

Advances to suppliers refer to payments on account mainly to suppliers of services provided to Group companies.

Receivables due from social security organisations amounting to Euro 119 thousand mainly refer to the receivable due to Be DigiTech Solutions relating to the recovery of costs for welfare support systems previously held by the former Be Eps S.p.A..

Accrued income and prepaid expenses amount to Euro 1,734 thousand and include the portions of costs incurred during the period but due in the next period, relating to support and maintenance fees, insurance premiums, rents and lease instalments not covered by IFRS 16.

Note 12.

Direct tax receivables

Direct tax receivables primarily include amounts due from Italian Tax Authorities for IRAP and IRES, as well as other tax receivables due mainly to the companies in the DACH area.

Direct tax receivables

Balance at
30.06.2020
Balance at
31.12.2019
Tax receivables 162 186
Other tax receivables 591 704
TOTAL 753 39(

Note 13.

Financial receivables and other current financial assets

Financial receivables amounting to Euro 179 thousand mainly refer to receivables due from factoring companies on assignments made up to 30 June 2020, but settled after that date.

Financial receivables and other current financial assets

Balance at
30.06.2020
Balance at
31.12.2019
Financial receivables and other current tinancial assets 179 104
TOTAL 179 104

Note 14.

Cash and cash equivalents

The balance represents cash held in current accounts at banks and post offices, and to a residual extent to cash on hand at 30 June 2020.

Note that the Be Group has adopted an automatic daily cash pooling system with the banks in order to optimise financial resources at Group level.

Cash and cash equivalents

30.06.2020 Balance at Of which business
combinations
Balance at
31.12.2019
Bank and postal deposits 25,753 118 34,176
Cash at bank and in hand 268 () 9
TOTAL 26,021 118 34,185

Note 15.

Shareholders' Equity

At 30 June 2020, the Parent Company's fully paid-up share capital totalled Euro 27,109 thousand, divided into 134,897,272 ordinary shares.

On 22 April 2020, the Shareholders' Meeting approved the Financial Statements at 31 December 2019 of Be S.p.A., resolving to allocate Euro 260,215.19 of the profit for the year of Euro 5,204,303.77 to the Legal Reserve and the remainder of Euro 4,944,088.58 to Profit carried forward, and to distribute a dividend of Euro 0.023 per share, drawing partly on the profit carried forward and the remainder from the extraordinary reserve.

The payment date of the dividend was 20 May 2020 - coupon no. 10 date of 18 May 2020 and record date of 19 May 2020.

Consolidated equity reserves at 30 June 2020 amount to Euro 23,745 thousand and include the tollowing:

  • · Share Premium Reserve of the Parent Company for Euro 15,168 thousand;
  • · Legal Reserve of the Parent Company for Euro 801 thousand;
  • · Own Shares Reserve of the Parent Company for negative Euro 4.665 thousand;
  • · Other Reserves of the Parent Company for Euro 1.613 thousand;
  • · IAS Reserves (FTA and IAS 19R) for a negative Euro 344 thousand;
  • · Other Consolidation Reserves for Euro 11.172 thousand.

Stock option plans

The company has no stock option plans.

Own shares

Note that on 26 April 2018, an ordinary and extraordinary session of the Shareholders' Meeting of Be, was held, on second call, resolving, among other things, to approve, on the proposal of the Board of Directors, the plan to purchase and sell the Company's ordinary shares, in one or more than one tranche, on a rotational basis, up to the maximum number permitted by law (at present represented by a number of shares not exceeding 20% of share capital), to be determined also in accordance with the legal and regulatory provisions in force at the time and the share capital in hand at the time of each purchase.

During the Shareholders' Meeting on 18 April 2019, the Meeting approved a new plan for the purchase of own shares, subject to the revocation of the resolution authorising the purchase and disposal of own shares, approved by the Shareholders' Meeting on 26 April 2018.

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During the Shareholders' Meeting on 22 April 2020, the Meeting in ordinary session resolved, at the proposal of the Board, on the plan for the purchase and disposal of own shares, subject to the revocation of the authorisation resolved by the Shareholders' Meeting on 18 April 2019.

Overall, the company holds 4,796,335 own shares corresponding to 3.56% of share capital.

Minority interests

Minority interests amount to Euro 1,737 thousand, compared to Euro 1,732 thousand at 31 December 2019.

Disclosure on the Group's Minority shareholders (Non-Controlling Interests)

The following paragraphs contain financial information on companies not fully controlled by the Group, as required by the new standard IFRS 12.

The following amounts are shown prior to consolidation adjustments (amounts in Euro/thousand):

Company % minority
interest
Local
currency
Total
assets
Total
Shareholders'
Equity
Net
Revenue
Net profit
(loss) for
the year
Total
dividends
distributed
Be TSE Gmbh 10.00% EUR 12,731 4,358 10,959 (234) 0
Fimas GmbH 40.00% FUR 3,900 2,579 4,650 521 0
Payments and
Business Advisors
S.l. (Paystrat)
40.00% POR 303 (202) 203 (157) 0
Paystrat Solutions
SL (Pyngo)
34.74% EUR 17 17 0 (1) 0
Juniper S.r.l. 49.00% FUR 1,543 580 489 81 0
Iquii S.r.l. 49.00% FUR 3,633 1,249 1,922 225 0
Tesla Consulting
S.r.l.
40.00% FOR 2,010 1,136 1,701 393 0
Dream of Ordinary
Madness
Entertainment S.r.l.
49.00% FUR 1,461 31 1,038 20 0
Human Mobility
S.r.l
49.00% EUR 669 249 0 (10) 0

Net Financial Indebtedness

Net financial indebtedness at 30 June 2020, which also includes from rights of use, was negative by Euro 25.9 million compared to net financial indebtedness of Euro 11.4 million at 31 December 2019. The breakdown is shown in the table below:

Net Financial Indebtedness

30.06.2020 31.12.2019 A%
Cash and cash equivalents at bank 26,021 34,185 (8,164) (23.9%)
A. Cash and cash equivalents 26,021 34,185 (8,164) (23.9%)
B. Current financial receivables 179 104 75 72.1%
Current bank payables (895) (4,525) 3,626 (80.1%)
Current portion of non-current indebtedness (15,803) (10,895) (4,908) 45.0%
Payables for current rights of use (3,293) (3,004) (289) 9.6%
Other current financial payables (23) (152) 129 (84.9%)
C Current financial indebtedness (20,018) (18,576) (1,442) 7.8%
D. Current net financial position (A+B+C) 6,182 15,713 (9,531) (60.7%)
Non-current bank payables (26,937) (20,926) (6,011) 28.7%
Payables for non-current rights of use (5,145) (6,214) 1,069 (17.2%)
Other non-current financial payables () () 0 11.2.
E Non-current net financial position (32,082) (27,140) (4,942) 18.2%
E Net financial position (D+E) (25,900) (11,427) (14,473) n.a.

For comments on individual items, please refer to the content of Notes 12 and 13 above and Notes 15, 16 and 17 below.

A detailed breakdown of net financial indebtedness calculated according to the provisions of Consob Communication DEM/6064293 of 28 July 2006 and in accordance with the ESMA/2013/319 recommendations for the first half of 2020 and for the year 2019 is shown below.

30.06.2020 31.12.2019 A%
A. Cash 268 59 209 11.2.
B. Positive bank balance 25,753 34,126 (8,373) (24.5%)
C. Cash and cash equivalents (A)+(B) 26,021 34,185 (8,164) (23.9%)
D. Current financial receivables 179 104 75 72.1%
E. Current bank payables (899) (4,525) 3,626 (80.1%)
F. Current portion of non-current indebtedness (15,803) (10,895) (4,908) 45.0%
G. Other current financial payables (3,316) (3,156) (160) 5.1%
H. Current financial indebtedness
(E)+(F)+(G)
(20,018) (18,576) (1,442) (7.8%)
I. Net current financial indebtedness
(H)+(D)+(C)
6,182 15,713 (9,531) (60.7%)
J - Non-current bank payables (26,937) (20,926) (6,011) 28.7%
K Bonds issued 11.2.
T. Other non-current payables (5,145) (6,214) (1,069) 17.2%
M. Net non-current financial indebtedness
(1)+(K)+(L)
(32,082) (27,140) (4,942) 18.2%
N. Net financial indebtedness (I)+(M) (25,900) (11,427) (14,473) n.a.

The effects of the amendments to international accounting standard IAS 7 made by the publication of the document "Disclosure Initiative (Amendments to IAS 7)".

Non-monetary flows
(Amounts in EUR
thousands)
31.12.2019 Cash Flow1 Change
Scope of
consolidation2
Exchange
rate
differences
Change in
IFRS 16
Other
Changes
30.06.2020
Non-current financial
indebtedness
(27,140) (6,011) 0 0 1,069 (32,082)
Current financial
indebtedness
(18,576) (1,133) 0 0 (289) (20) (20,018)
Current financial
receivables
104 75 0 0 179
Net liabilities resulting
from financing activities
(45,612) (7,069) 0 0 780 (20) (51,921)
Cash and cash equivalents 34,185 (8,282) 118 0 0 0 26,021
Net financial
indebtedness
(11,427) (15,351) 118 0 780 (20) (25,900)

Note 16.

Financial payables and other non-current financial liabilities

Non-current financial payables of Euro 26,937 thousand refer mainly to payables to banks for unsecured medium/long-term loans due beyond 12 months.

Financial payables and other non-current financial liabilities

Balance at Balance at
30.06.2020 31.12.2019
Non-current financial payables 26.937 20,926
TOTAL 26,937 20,926

The medium and long term loans outstanding at 30 June 2020 and relative maturities were as follows:

M/L term loans Balance at
30.06.2020
<1 year >1<2
years
>2<3
Years
>3<4
years
>4 years
Loans maturing in 2020 0 0 0 0 0 0
Loans maturing in 2021 5,260 4,224 1,036 0 0 0
Loans maturing in 2022 7,804 3,322 3,356 1,126 0 0
Loans maturing in 2023 25,745 7,508 8,529 8,217 1,491 0
Loans maturing in 2025 3,815 749 756 763 770 777
TOTAL LOANS 42,624 15,803 13,677 10,106 2,261 777

1 Flows shown in the Statement of Cash Flows.

2 For acquisition | disposal transactions, please refer to paragraph 2.13 "Business Combinations in the reporting period".

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SDIR CERTIFIEL

Long-term financial payables include the negative impact of the joint application of the amortising cost and of the fair value of the IRS contracts to hedge the risk of an increase of the interest rate on a variable interest rate loan granted in 2018 and on a second variable interest rate loan granted during the year, for a total of around Euro 116 thousand.

Note that the fair value of the above loans is essentially in line with their book value.

The lending terms represent terms negotiated at different times; they mirror the loan duration, any guarantees given, market conditions and the Group's credit rating at the date of signing.

With regard to the effects of Covid-19, it should be noted that the Group has no difficulties in terms of access to financing sources and that the covenants are expected to be met for 2020.

Note 17.

Financial payables and other current financial liabilities

Current payables to banks at 30 June 2020 totalled around Euro 16,725 thousand and relate mainly to:

  • · current bank payables for Euro 899 thousand;
  • · Euro 15,803 thousand as the short-term portion of the medium-long term loans obtained, as per the previous table;
  • · short-term financial payables of Euro 23 thousand.

Financial payables and other current financial liabilities

Balance at
30.06.2020
Balance at
31.12.2019
Current financial payables 16,725 15.572
TOTAL 16,725 15,572

Note 18.

Financial liabilities for current and non-current rights of use

Financial liabilities for current and non-current rights of use at 30 June 2020 totalled Euro 8,438 thousand.

Following the entry into force on 1 January 2019 of IFRS 16 - Leases, the Group recognised a financial liability, corresponding to the present value of residual future payments on the transition date, discounted by using, for each contract, the incremental borrowing rate applicable on the transition date.

The application of the standard mainly regards long-term property leases and leases for company cars used by personnel.

Balance at
30.06.2020
Balance at
31.12.2019
Financial liabilities for current rights of use 3,293 3,004
Financial liabilities for non-current rights of use 5,145 6,214
TOTAL 8,438 9,218

Financial liabilities for current and non-current rights of use

Note 19.

Post-employment benefits (TFR)

Post-employment benefits are recognised in compliance with IAS 19 as "Defined benefit plans" and were determined on the basis of an expert actuarial calculation in line with the provisions of international accounting standards.

Changes in Post-employment benefits (TFR) regard allocations to provisions made during the period by Group companies, to the portions of TFR paid following the resignation of some employees as well as advances and the adjustment of the Provision in accordance with IAS/IFRS standards.

Post-employment benefits (TFR)

Balance at
31.12.2019
Of which
business
combinations
Increases -
Allocation
Decreases -
Utilisation
Other
changes
Balance at
30.06.2020
Post-
employment
benefits
(TFR)
provision
6,953 61 692 (924) (26) 6,756
TOTAL 6,953 61 692 (924) (26) 6,756

The actuarial assumptions used for the purposes of the adjustment of the post-employment benefits (TFR) provision according to IAS/IFRS standards are illustrated below.

Main Actuarial Assumptions

Annual discount rate 0.74%
Annual inflation rate 1.20%
Annual rate increase in post-employment benefits 2.40%
Annual increase in remuneration 1.00%
Frequency of benefit advances/no. of years' service 2.00%
No. of years' service/annual turnover rate: up to 10 years 4.00%
No. of years' service/annual turnover rate: from 10 to 30 years 4.00%
No. of years' service/annual turnover rate: over 30 years 6.00%

The additional information required by IAS 19, as amended*, is shown below:

• sensitivity analysis:

E-MARKET CERTIFIEI

Company Post-
employment
benefits
(THR)
Turnover rate Inflation rate Discounting rate
1% -1% 0.25% -0.25% 0.25% -0.25%
Be S.p.A. 157 155 159 160 154 153 162
Be Management Consulting S.p.A. 2,999 2,933 3,077 3,087 2,914 2,893 3,111
IQUII S.r.l. 212 208 217 218 206 205 220
Be DigiTech Solutions S.p.A. 1,509 1,501 1,518 1,526 1,492 1,482 1,537
Juniper Extensible Solutions S.r.l. 127 125 129 130 124 123 131
Tesla S.r.l. 24 23 24 24 23 23 24
Be Corporate S.p.A. 182 181 183 183 180 179 184

* The sensitivity analysis only refers to the Group's Italian companies, as not relevant or applicable to Foreign companies.

· indication of the contribution to the next year* and the average financial duration of the obligation for defined benefit plans:

Company Service Cost Duration of the plan
Be S.p.A. 0 12.0
Be Management Consulting S.p.A. 947 22.2
IQUII S.r.l. 94 22.7
Be DigiTech Solutions S.p.A. 0 7.9
Juniper Extensible Solutions S.r.l. 20 16.5
Tesla S.r.l. 10 23.6
Be Corporate S.p.A. 0 6.8

* The service cost is zero, in application of the Company with an average of at least 50 employees over the course of 2006.

Note 20.

Deferred tax liabilities

The deferred tax liabilities and related changes during the period are mainly attributable to temporary differences between the book value and the value recognised for tax purposes to goodwill and postemployment benefits.

Specifically, with regard to goodwill, the difference arises - in application of IAS/IFRS - because these assets are not amortised whereas they are tax deductible to the extent of 1/18 per year.

Deferred tax liabilities are calculated using the tax rates in force on 1 January 2019 (IRES 24% and IRAP 3.9%-4.82%).

Deferred tax liabilities

Balance at
31.12.2019
Increases Decreases Other
changes
Exchange
gains/losses
Balance at
30.06.2020
Deferred tax liabilities 7.348 457 (99) 14 (15) 7,705
TOTAL 7,348 457 (99) 14 (15) 7,705

Note 21.

Other non-current liabilities

At 30 June 2020, other non-current liabilities were Euro 7,201 thousand.

Other non-current liabilities

Balance at Balance at
30.06.2020 31.12.2019
Other non-current liabilities 7.201 6,717
TOTAL 7,201 6,717

This item mainly refers to:

  • · Euro 666 thousand relating to the portion of the residual discounted price to pay to the former shareholders of Iquii S.r.l.;
  • · Euro 146 thousand relating to the portion of the residual discounted price to pay to the former shareholders of Payments and Business Advisors S.I.;
  • · Euro 542 thousand relating to the portion of the residual discounted price to pay to the former shareholders of Fimas;
  • · Euro 222 thousand relating to the portion of the residual discounted price to pay to the former shareholders of Q-fin;
  • · Euro 210 thousand relating to the portion of the residual discounted price to pay to the former shareholders of Juniper S.r.l.;
  • · Euro 1,600 thousand relating to the portion of the residual discounted price to pay to the former shareholders of Tesla Consulting S.r.l.;
  • · Euro 3,804 thousand relating to the portion of the residual discounted price to pay to the former shareholders of D.O.O.M. S.r.l..

Note 22.

Provision for current and non-current risks

At 30 June 2020 the provisions for risks and charges mainly refer to:

· provisions for pending disputes with employees for Euro 116 thousand, of which Euro 36 thousand relating to the Parent Company and Euro 80 thousand to Be DigiTech Solutions relating to the estimated residual charges for the closure of the Pomezia site; the decrease is related to the payments made during the year for disputes settled;

E-MARKET CERTIFIED

· other provisions for risks and charges totalling Euro 6,731 thousand refer to provisions for bonuses/incentives to be given to personnel and include provisions for the variable emoluments of executive directors and key partners on achievement of the three-year objectives envisaged. The decreases relating to this item are connected to the drawdowns made at the time of the closure of the Pomezia site and the bonuses/incentives that will be paid to personnel in July 2020, below the amount allocated at 31 December 2019.

The table below shows the changes that occurred in the period in question:

Balance at
31.12.2019
Increases Decreases Exchange
gains
losses
Balance at
30.06.2020
Provision for penalties 31 0 0 0 31
Provision for personnel
risks
1,649 0 (1,533) 0 116
Other provisions for risks
and charges
7,043 0 (312) 0 6,731
TOTAL 8,723 0 (1,845) 0 6,878

Provision for current and non-current risks

Note 23.

Trade payables

Trade payables arise from the purchase of goods or services with payment due within 12 months. These amounts refer essentially to the services and equipment supplied and lease instalments.

Trade payables

Balance at Balance at
30.06.2020 31.12.2019
Trade payables 17.048 12,366
TOTAL 17,048 12,366

Note 24.

Tax Payables

The balance at 30 June 2020 relates to residual tax payables and to the allocation of the portion for the first half of 2020 of IRES and IRAP, in addition to the income tax of foreign companies, classified under other tax payables.

Tax payables

Balance at Balance at
30.06.2020 31.12.2019
IRES tax payables 12 0
IRAP tax payables 701 209
TOTAL 3,102 1,585
Other tax payables 2.389 1,376

Note 25.

Other liabilities and payables

Other liabilities and payables at 30 June 2020 amount to Euro 23,226 thousand and break down as follows:

Other liabilities and payables

Balance at
30.06.2020
Of which
business
combinations
Balance at
31.12.2019
Social security and welfare payables 1,938 2,953
Payables to employees 6,387 54 3,576
Payables for VAT and withholding tax 3,555 7,963
Accrued expenses and deferred income 2,053 2,115
Other payables 9,293 7,152
TOTAL 23,226 55 23,759

Social security and welfare payables amounting to Euro 1,938 thousand relate to contributions payable by the company. Payables to employees include amounts due for additional months' salares accrued at 30 June 2020 and for leave and permitted absences accrued but not used as at the date of these financial statements.

Accrued expenses and deferred income, amounting to Euro 2,053 thousand mainly refer to deferred revenue receivable on invoices collectible in the reporting period subsequent to 30 June 2020.

Other payables, totalling Euro 9,293 thousand, refer, for Euro 5,000 thousand, to the guarantee deposit received in relation to the signature of a framework agreement with a customer represented by a leading bank, plus advances from customers and payments on account on multi-year contracts and the payable due to directors, for both salaries and annual bonuses.

The item also includes Euro 791 thousand relating to the short-term portion of the residual price for the acquisition of minority interests in Be TSE GmbH, Euro 117 thousand relating to the short-term portion of the residual price for the acquisition of minority interests in Q-fin GmbH (merged into Fimas GmbH), Euro 15 thousand relating to the short-term portion of the residual price for the acquisition of minority interests in Payments and Business Advisors S.I., Euro 1,096 thousand relating to the short-term portion of the residual price for the acquisition of minority interests in Fimas GmbH, Euro 657 thousand relating to the short-term portion of the residual price for the acquisition of minority interests in IQUII S.r.l. and Euro 175 thousand relating to the short-term portion of the residual price for the acquisition of minority interests in Juniper S.r.l.

E-MARKET
SDIR CERTIFIEL

4. Breakdown of the main items of the Income Statement

Note 26.

Operating revenue

Revenue accrued during the period was from activities, projects and services performed on behalf of Group customers and amounts to Euro 82,005 thousand, compared to Euro 73,049 thousand relating to the same period of the previous year.

The six months that have just ended, compared with the previous one, recorded an increase of Euro 8,956 thousand in revenue from sales and services; revenue originating from foreign companies amounted to Euro 29,166 thousand.

For further details on business performance, reference should be made to the "Management Report".

Operating revenue

1H 2020 1H 2019
Operating revenue 82,005 73.049
TOTAL 82,005 73,049

Note 27.

Other revenue and income

The Group's Other revenue and income totalled Euro 1,436 thousand at 30 June 2020, compared to Euro 1,102 thousand at 30 June 2019. This item includes ordinary contingent assets, the recovery of costs advanced to customers, insurance rembursements, invoicing to employees for the use of company cars and other income of a residual nature.

Other revenue and income

1H 2020 1H 2019
Other revenue and income 1.436 1,102
TOTAL 1,436 1,102

Note 28.

Cost of raw materials and consumables

This item includes the costs incurred and related changes for the purchase of consumables such as stationery, paper, toner, etc., and to goods purchased for resale as part of the services provided to customers

Cost of raw materials and consumables

11- 2020
Change in inventories of raw materials and consumables
Purchase of raw materials and consumables 53 56
Al 53

Note 29.

Service costs

Service costs include all costs incurred for services received from professionals and businesses, as well as the fees of the directors.

Service costs

1H 2020 1H 2019
Service costs 33,565 27,217
TOTAL 33,565 27,217

Service costs break down as follows:

Service costs

1H 2020 1H 2019
Transport 4
Outsourced and consulting services 26,318 18,899
Remuneration of directors and statutory auditors 1,166 1,190
Marketing costs
antan mana manantan manaman mana manantana masa n
1,273 2,294
Cleaning, surveillance and other general services 452 461
Maintenance and support services 106 111
Utilities and telephone charges 461 490
Consulting - administrative services 1,616 1,386
Other services (chargebacks, commissions, etc.) 980 1,175
Bank and factoring charges 282 257
Insurance 158 143
Rental and leasing 749 805
TOTAL 33,565 27,217

Note that outsourced and consulting services include the costs of services received from technical and ICT professionals used by the Group to provide its own services to customers.

Rental and leasing regards the costs incurred by the Group for the use of the movables registered and property belonging to third parties, based on the lease and rental contracts entered into, with a term

E-MARKET CERTIFIEL

of less than twelve months and/or of low value, for which certain simplifications apply (so-called practical expedients) envisaged by IFRS 16.

For these contracts, the introduction of IFRS 16 has not resulted in the recognition of the financial lease liability and of the relative right of use, but the lease payments were recognised in the income statement on a straight line basis for the term of the respective contracts.

Note 30.

Personnel costs

The figure shown represents the total personnel-related cost incurred by the Group in the first half of 2020.

Wages and salaries include amounts due to employees for additional months' salaries accrued and for leave and permitted absences accrued but not used, as well as rewards and bonuses accrued during the period.

Social security contributions include all pay-related contributions envisaged by law; Post-employment benefits relate to the provision accrued during the period (in this regard see also note 19 "Postemployment benefits (TFR)"), while Other personnel costs include personnel-related costs such as membership fees paid on behalf of employees, indemnities and compensation, fringe benefits disbursed by the company in various forms to certain employee categories and luncheon vouchers (tickets restaurant).

Personnel costs

1H 2020 1H 2019
Wages and salaries 29,883
Social security contributions 7,260
Post-employment benefits 1,812 52
Other personnel costs 609
TOTAL 39,564

The number of employees at 30 June 2020, broken down by category, is illustrated in the following table:

Description No. in current period
Executives 136
Middle managers 187
White collar 963
Blue collar 0
Apprentices 98
Total 1,384

Note 31.

Other operating costs

This item includes all costs of a residual nature, other than those recognised under items that have already been commented upon.

Specifically, the item includes contingent liabilities for Euro 292 thousand mainly referring to undeclared contingent assets relating to this period and other operating costs for Euro 169 thousand referring to membership fees, fines, penalties on services provided and indirect taxes for Euro 241 thousand.

Other operating costs

1H 2020 1H 2019
Other operating costs 760 811
TOTAL 760 811

Note 32.

Cost of internal work capitalised

Capitalised costs refer to the suspension of costs relating mainly to personnel involved in the development of proprietary software platforms, described in more detail in note 4.

Cost of internal work capitalised

1H 2020 1H 2019
Cost of internal work capitalised 3,469 2,246
TOTAL 3,469 2,246

Note 33.

Amortisation, depreciation and write-downs

Amortisation and depreciation are calculated according to the deterioration of assets and recognised to a specific provision, reducing the value of the individual assets.

Amortisation, depreciation and write-downs

1H 2020 1H 2019
Depreciation of property, plant and equipment 346 397
Amortisation of intangible assets 2,830 2,319
Amortisation of rights of use 1,599 1,337
TOTAL 4,775 4,053

Note 34.

Allocations to provisions

During the period in question, allocations to bad debt provision of Euro 8 thousand were made following the application of IFRS 9 (expected loss method). Reference is made to Note 10.

Allocations to provisions

1H 2020 1H 2019
Allocation to bad debt provision x
TOTAL ot 0

Note 35.

Financial income and expense

Financial income is represented by bank interest income mainly accrued by foreign companies. Financial expense includes interest payable to banks for advances on invoices and overdrafts, for factoring transactions.

They also include the interest expense accrued on existing loans and the financial component relating to Post-employment benefits (TFR), valued in accordance with IAS/IFRS principles.

Financial management income and expense

1H 2020 1H 2019
Financial income 28 44
Financial expense 640
Gains (Losses) on foreign currency transactions 19
TOTAL

Breakdown of financial interest and expense

1H 2020 1H 2019
Interest expense on current bank accounts 8 C
Interest expense on factoring and advances on invoices 172 179
Interest expense on loans 208 172
Other financial expense 252 300
TOTAL 640

E-MARKET CERTIFIEL

Note 36.

Current income taxes, deferred tax assets and liabilities

Current taxes relating to the period include Euro 518 thousand for IRAP tax and IRES tax plus the income tax for foreign affiliates for a total of Euro 1,521 thousand. Note that the Parent Company and Italian subsidiaries have jointly adopted the national tax consolidation regime pursuant to Article 117 et seq. of the Consolidated Income Tax Act (TUIR).

Current income taxes, deferred tax assets and liabilities

1H 2020 1H 2019
Current taxes 2,040 1,386
Deferred tax assets and liabilities 854 1,308
TOTAL 2,894 2,694

Note 37.

Earnings per share

The basic earnings per share is calculated by dividing the profit/loss for the period pertaining to owners of the Parent Company by the average number of ordinary shares outstanding during the period. The result and disclosures on shares used to calculate the basic negative earnings per share are provided below.

Earnings per share

1H 2020 1H 2019
Profit (loss) from continuing operations pertaining to owners of the
Company
4,182 4,260
Profit (loss) from discontinued operations pertaining to owners of the
Company
Profit (loss) attributable to owners of the Parent Company 4,182 4.260
Total no. shares 134,897,272 134,897,272
Number of own shares held 4,796,335 3,260,888
Number of ordinary shares outstanding 130,101,016 131,636,384
Basic earnings per share pertaining to owners of the Parent Company EUR 0.03 FUR 0.03
Diluted earnings per share FOR 0.03 FUR 0.03

5. Other disclosures

5.1. Potential liabilities and disputes pending

The Group has certain legal proceedings before various judicial authorities in place:

More specifically, with regard to labour disputes, also on the basis of opinions expressed by its legal advisors, the Group has allocated provisions for risks totalling Euro 116 thousand, considered sufficient to cover liabilities that could arise from these disputes, Euro 80 thousand of which relates to Be DigTech Solutions to cover the estimated charges of closing the Pomezia site. Note that during the year 2019 a dispute was filed with INPS for which the company had allocated Euro 326 thousand relating to contribution differences owed by the company. An appeal has been filed.

5.2. Significant non-recurring events and transactions

In the period under analysis, the Be Group did not recognise any non-recurring income and/or charges pursuant to Consob Resolution no. 15519 of 27 July 2006.

5.3. Related Party Transactions

The Company's Board of Directors adopted the "Regulations on Related Parties" on 1 March 2014, replacing the one previously approved on 12 March 2010. For further details, this document is published on the Company web site (www.be-tse.it).

Note that the Be's Board of Directors has approved a new version of the procedure for transactions with the Company's related parties. The Procedure was changed in order to reflect some changes made by Consob to the Regulation for Related Party Transactions (approved on 22 March 2019) in order to align domestic legislation with that envisaged by the "Market Abuse Regulation".

With regard to related party transactions, including therein intercompany transactions, note that the same cannot be quantified as atypical or unusual, as part of the normal course of operations of Group companies. Said transactions are settled at arm's length, on the basis of the goods and services provided.

The Be Group's related party with which economic and equity transactions were recognised at 30 June 2020 is: TIP Tamburi Investment Partners S.p.A., relating to Ir Top Consulting S.r.I. It should be noted that its Chief Executive Officer, Anna Lambiase, has no longer been a member of the Board of Directors of Be S.p.A. since 22 April 2020, as her term of office has expired.

With regard to Messrs Stefano Achermann and Carlo Achermann and the companies controlled by them - Carma Consulting S.r.l., iFuture S.r.l. and Innishboffin S.r.l. - the economic transactions that took place in the period substantially refer only to fees paid for the positions of Executive and Company Director of Group companies and, like remuneration for other members of the Board of Directors and Board of Statutory Auditors, are not included in the following tables.

No significant transactions were performed in the year 2020.

The following tables illustrate the Group's costs and revenue, payables and receivables due to/from related parties:

Receivables and payables with related parties at 30 June 2020

Receivables Payables
Trade and other Other
receivables receivables receivables
Financial Trade and other Other
payables payables
Financial
payables
Related Parties
T.I.P. S.p.A. 0 0 0 18 0
IR Top 0 0 0 0 0
Total Related
Parties
0 0 0 18 0 0

Receivables and payables with related parties at 31 December 2019

Receivables Payables
Trade and other Other Financial
receivables receivables receivables
Trade and other Other
payables payables
Financial
payables
Related Parties
T.I.P. S.p.A. 0 0 0 33 0 0
IR Top 0 0 0 6 0 0
Total Related
Parties
0 0 39 0 0

Revenue and costs with related parties in the first half of 2020

Revenue Costs
Revenue Other
revenue
Financial
income
Other
costs
Financial
expense
Related Parties
. LA MI BEL BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE BE
T.I.P. S.p.A. 0 0 0 30 0
IR Top 0 O O 5 0 0
1 8 1 8 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
C. Achermann
0 0 0 20 0
Total Related Parties 0 0 0 55 0 0

Revenue and costs with related parties in the first half of 2019

Revenue Revenue
Other
revenue
Services Costs
Other
costs
Financial
expense
Related Parties
T.I.P. S.p.A. 0 0 0 30 0
IR Top 0 0 15
.
C. Achermann
0 0 FERMINERALEMENTERESERVERESERVERESSENSERSENDERESSENDERSENDERE EN ELE ELECTE ESTE ELECTE ESTE ESTAFFE ESTAFFERENCE
0
20 0
IR Top 0 O 15 0
11 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
Total Related Parties
0 1 80 0 00 00 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0
0 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000
રિક
0

E-MARKET
SDIR CERTIFIED

Pursuant to Consob Communication DEM/6064293 of 28 July 2006, the impact of related party transactions is illustrated below in table format:

Relevance of related party transactions

STATEMENT OF FINANCIAL
POSTTION
30.06.2020 Absolute
value
0/0 31.12.2019 Absolute
value
0/0
Trade receivables and Assets
deriving from Contracts with
customers
44,855 0 0% 29,414 0 0%
Other assets and receivables 3,896 () 0% 2,828 0 0%
Cash and cash equivalents 26,021 0 0% 34,185 0 0%
Financial payables and other
liabilities
82,527 0 0% 76,191 0 0%
Trade payables 17,048 18 0% 12,366 39 0%
INCOME STATEMENT 1H 2020 Absolute
value
0/0 1H 2019 Absolute
value
0/0
Operating revenue 82,005 0 0% 73,049 0 0%
Service and other costs 34,325 55 0% 28,028 65 0%
Net financial expense 691 0 0% 664 0 0%

Consolidated Statement of Financial Position (in accordance with Consob Resolution 15519 of 27 July 2006)

Amounts in EUR thousands 30.06.20 Of which related parties 31.12.19 Of which related parties
NON-CURRENT ASSETS
Property, plant and equipment 2,228 0 2,161 0
Rights of use 7,527 0 8,679 0
Goodwill 70,298 0 65,060 0
Intangible assets 20,458 0 19,632 0
Equity investments in other companies 829 0 829 0
Loans and other non-current assets 1,378 0 2,152 0
Deferred tax assets 2,782 0 3,303 0
Total non-current assets 105,500 0 101,816 0
CURRENT ASSETS
Inventories 3 0 3 0
Assets deriving from contracts with customers 28,868 0 11,513 0
Trade receivables
Other assets and receivables
15,987 0
0
17,901 0
0
Direct tax receivables 3,896
753
0 2,828
890
0
Financial receivables and other current financial assets 179 0 104 0
Cash and cash equivalents 26,021 0 34,185 0
Total current assets 0 0
Total discontinued operations 75,707
0
0 67,424 0
0
TOTAL ASSETS
SHAREHOLDERS' EQUITY
181,207 0 169,240
Share capital 27,109 0 27,109 0
Reserves 23,745 0 21,144 0
Net profit (loss) attributable to owners of the Parent Company 4,184 0 6,087 0
Group Shareholders' equity 55,038 0 54,340 0
Minority interests:
Capital and reserves 1,737 0 1,262 0
Net profit (loss) attributable to minority interests 416 0 470 0
Minority interests 2,153 0 1,732 0
TOTAL SHAREHOLDERS' EQUITY 57,191 0 56,072 0
NON-CURRENT LIABILITIES
Financial payables and other non-current financial liabilities 26,937 0 20,926 0
Financial liabilities for non-current rights of use 5,145 0 6,214 0
Provisions for risks 116 0 1,649 0
Post-employment benefits (TFR) 6,756 0 6,953 0
Deferred tax liabilities 7,705 0 7,348 0
Other non-current liabilities 7,201 0 6,717 0
Total Non-current liabilities 53,860 0 49,807 0
CURRENT LIABILITIES
Financial payables and other current financial liabilities 16,725 0 15,572 0
Financial liabilities for current rights of use 3,293 0 3,004 0
Trade payables 17,048 18 12,366 39
Provision for current risks 6,762 0 7,075 0
Tax payables 3,102 0 1,585 0
Other liabilities and payables 23,226 0 23,759 0
Total Current liabilities 70,156 18 63,361 39
Total discontinued operations 0 0 0 0
TOTAL LIABILITIES 124,016 18 113,168 39
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 181,207 18 169,240 39

Consolidated Income Statement (in accordance with Consob Resolution no. 15519 of 27 July 2006)

Of which Of which
Amounts in EUR thousands 1H 2020 Of which
related
parties
non-
recurring
income
(charges)
1H 2019 Of which
related
parties
non-
recurring
income
(charges)
Operating revenue 82,005 0 0 73,049 0 0
Other revenue and income 1,436 0 0 1,102 0 0
Total Revenue 83,441 0 0 74,151 0 0
Raw materials and consumables (53) 0 0 (160) 0 0
Service costs (33,565) (25) 0 (27,217) ((5) 0
Personnel costs (39,564) 0 0 (36,182) 0 0
Other operating costs (760) 0 0 (811) 0 0
Cost of internal work capitalised 3,469 0 0 2,246 0 0
Amortisation, depreciation and write-downs:
Depreciation of property, plant and equipment (346) 0 0 (397) 0 0
Amortisation of intangible assets (2,830) 0 0 (2,319) 0 0
Amortisation of Rights of Use (1,599) 0 0 (1,337) 0 0
Allocations to provisions (8) 0 0 0 0 0
Total Operating Costs (75,256) (55) 0 (66,177) (65) 0
Operating profit (loss) (EBIT) 8,185 (55) 0 7,974 (65) 0
Financial income 28 0 0 44 0 0
Financial expense (719) 0 0 (708) 0 0
Total Financial Income/Expense (691) 0 0 (664) 0 0
Profit (loss) before tax 7,494 (55) 0 7,310 (65) 0
Current income taxes (2,040) 0 0 (1,386) 0 0
Deferred tax assets and liabilities (854) 0 0 (1,308) 0 0
Total Income taxes (2,894) 0 0 (2,694) 0 0
Net profit (loss) from continuing operations 4,600 (55) 0 4,616 (65) 0
Net profit (loss) from discontinued operations 0 0 0 0 0 0
Net profit (loss) 4,600 (55) 0 4,616 (65) 0
Net profit (loss) attributable to minority interests 416 0 0 356 0 0
Net profit (loss) attributable to owners of the
Parent Company
4,184 (55) 0 4,260 (65) 0

E-MARKET CERTIFIEI

The Company's main financial instruments, other than derivatives, include bank loans, finance leases and rental agreements with a purchase option, demand and short-term bank deposits. The main objective of these instruments is to fund the operations of the Company and of the Group. The Company and the Group have various financial instruments, such as trade payables and receivables, resulting from its operations.

The Company and the Group have not performed any transactions in derivatives, unless to hedge interest rate risk.

• Exchange rate risk

The Company and the Group are exposed to the risk of fluctuations in the following exchange rates: Euro/GBP, Euro/UAH, Euro/PLN, Euro/RON and Euro/CHF, with regard to consolidation of the economic and equity amounts of iBe Solve Execute Ltd, Be Ukraine Think, Solve, Execute S.A., Be Poland Think, Solve, Execute Sp.zo.o., Be Think Solve Execute RO and Be TSE Switzerland AG. In view of the events associated with the United Kingdom's process of exiting from the European Union ("Brexit"), the Group could be exposed to potential risks, at present not quantifiable or foreseable, linked amongst other things to a write-down of its assets held in GBP. Management has implemented appropriate monitoring activities in order to react quickly to any negative effects.

• Risk of change in price of raw materials

The Group is not exposed to the risk of fluctuations in raw materials prices.

· Credit risk

Credit risk represents the Group's exposure to potential losses resulting from the failure of the counterparty to fulfil its commercial and financial obligations. Given the nature of its customers (mainly banks and the public administration), credit risk mainly relates to delays in collecting receivables from Public Administration customers and to any disputes (see note 9 and paragraph 5.1). In this regard, the Company and the Group carefully consider the use of all instruments, including any legal action, to ensure the prompt collection of receivables from Public Administration customers.

The Group has ongoing transactions to free up trade receivables without recourse.

• Interest rate risk

As the Company has loans in Euro at a floating interest rate, it believes that its exposure to any rise in interest rates may increase future financial expense. Four swap contracts have been entered into to hedge the interest rate risk on three unsecured loans obtained. The tables included in the sections on current and non-current financial payables show the book value, by maturity, of the Group's financial instruments that are exposed to interest rate risk.

· Liquidity risk

Liquidity risk is defined as the possibility that the Group is not able to maintain its payment commitments, due to the inability to rase new funds, or to be forced to incur very high costs to meet its commitments. The Be Group's exposure to this risk is represented above all by the loan agreements in place. At present, it has short and medium/long-term loans with banking financial counterparties. In addition, in the event of need, the Group may arrange other short-term bank loans. The two main factors that determine the Group's liquidity situation are on one hand, the resources generated or absorbed by operating and investing activities, and on the other the maturity and renewal characteristics of the payable or of the financial loans and market conditions. From an operating perspective, the Group manages liquidity risk by monitoring cash flows, obtaining adequate credit lines and maintaining an adequate level of

E-Market
SDIR

available resources. The management of operating cash flows, of the main loan transactions and of the company's liquidity is centralised and performed by the Group's treasury companies, with the objective of guaranteeing the effective and efficient management of the financial resources. The maturity characteristics of financial payables are illustrated in Notes 16 and 17, while with regard to trade payables, the amount due within the following year is shown on the financial statements. According to Management, the funds currently available, in addition to those that will be generated by operating and funding activities, including the current funds available on credit lines, will enable the Group to meet its requrements relating to investment, the management of working capital and the repayment of debts when the same are due, and will assure an appropriate level of operating and strategic flexibility.

• Additional information on financial instruments and risk management policies

The following tables provide, separately for the two years compared, the additional information required by IFRS 7 in order to assess the relevance of financial instruments with relation to the equity and financial situation of the Group and its profit (loss) for the year.

Categories of financial assets and liabilities

The breakdown of the book value of financial assets and liabilities into the categories envisaged by accounting standard IFRS 9 is shown below.

Amounts in EUR thousands Financial
assets for
derivative
instruments
Financial
assets at
amortised cost
Financial
assets
FVOCI
Book
value
Notes to
the
financial
statements
OTHER FINANCIAL ASSETS 0 0 0 0
Other receivables and financial assets 0 0 0
Financial receivables (portion beyond 12
months)
0 0 0 0
TRADE RECEIVABLES 44,855 0 44,855
Receivables due from customers 0 15,987 0 15,987 10
Assets deriving from contracts with customers 0 28,868 0 28,868 9
OTHER CURRENT
RECEIVABLES/ASSETS
0 0 0 0
CURRENT FINANCIAL ASSETS 179 0 179
Financial receivables and other current financial
assets
0 179 0 179 13
Securities and financial assets 0 0 0
CASH AND CASH EQUIVALENTS 0 26,021 0 26,021
Cash and cash equivalents 0 26,021 0 26,021 14
TOTAL FINANCIAL ASSETS 0 71,055 0 71,055

Financial assets at 30.06.2020

E-Market
SDIR CERTIFIED

Financial liabilities at 30.06.2020

Amounts in FUR thousands Financial
liabilities
for
derivative
instruments
Financial
liabilities at
amortised
cost
Book
value
Notes to
the
financial
statements
FINANCIAL PAYABLES AND OTHER NON-CURRENT
LIABILITIES
(208) (31,874) (32,082)
Financial payables and other non-current financial liabilities 0 (26,729) (26,729) 16
Hedge derivatives (208) 0 (208) 16
Financial liabilities for non-current rights of use 0 (5,145) (5,145) 18
Other financial liabilities O
CURRENT LIABILITIES (37,066) (37,066)
Financial payables and other current financial liabilities 0 (16,725) (16,725) 17
Hedge derivatives 0 O 0 17
Trade payables 0 (17,030) 17,030 23
Payables to related parties 0 (18) (18) 23
Financial liabilities for current rights of use 0 (3,293) (3,293) 18
OTHER FINANCIAL LIABILITIES 0 0
Other financial liabilities 0 0
Financial payables to related parties 0
TOTAL FINANCIAL LIABILITIES (208) (68,940) (69,148)

Financial assets at 31.12.2019

Amounts in FUR thousands Financial
assets for
derivative
instruments
Financial
assets at
amortised
cost
Financial
assets
FVOCI
Book
value
Notes to
the
financial
statements
OTHER FINANCIAL ASSETS 0 0 0 0
Other receivables and financial assets O
Financial receivables (portion beyond 12 months) () 0 () 0
TRADE RECEIVABLES 0 29,414 0 29,414
Receivables due from custom 17,901 17,901 10
Assets deriving from contracts with customers 0 11,513 11,513
OTHER CORRENT
RECEIVABLES/ASSETS
0 0 0 0
CURRENT FINANCIAL ASSETS 0 104 0 104
Financial receivables and other current financial
assets
0 104 0 104 13
Securities and financial assets
CASH AND CASH EQUIVALENTS 0 34,185 34,185
Cash and cash equivalents 0 34.185 34.185 14
TOTAL FINANCIAL ASSETS 63,703 0 63,703

E-MARKET CERTIFIEI

Financial liabilities at 31.12.2019

Amounts in EUR thousands Financial
liabilities
for
derivative
instruments
Financial
liabilities at
amortised cost
Book value Notes to
the
financial
statements
FINANCIAL PAYABLES AND OTHER NON-
CURRENT LIABILITIES
(168) (26,972) (27,140)
Financial payables and other non-current financial liabilities (20,758) (20,758) 16
Hedge derivatives (168) (168) 16
Financial liabilities for non-current rights of use (6,214) (6,214) 18
Other financial liabilities () ()
CURRENT LIABILITIES (1) (30,941) (30,942)
Financial payables and other current financial liabilities (15,571) (15,571) 17
Hedge derivatives (1) (1) 17
Trade payables (12,327) (12,327) 23
Payables to related parties (39) (39) 23
Financial liabilities for current rights of use (3,004) (3,004) 18
OTHER FINANCIAL LIABILITIES 0 0 0
Other financial liabilities 0 0
Financial payables to related parties O 0
TOTAL FINANCIAL LIABILITIES (169) (57,913) (58,082)

Note that the fair value of derivative instruments refers to the measurement techniques described previously.

The following table shows the classification of the financial assets and liabilities recognised in the financial statements at fair value, based on the nature of the financial parameters used to determine the fair value, using the hierarchy envisaged by the standard:

  • · level I: quoted prices for identical instruments in active markets;
  • · level II: variables other than quoted prices in active markets that are observable either directly (as in the case of prices) or indirectly (namely price derivatives);
Financial statement item at 30 June 2020 Book
value
Level I Level Level Level Level Level Level Level Level Level Level Level Level Level Level Level
TIT
Total
fair
value
Notes to
the
financial
statements
Hedge derivatives on equity instruments 0 0 0 0 0
- Put 0 0 0 0 0
- Call 0 0 0 0 0
Derivatives designated for cash flow hedges (208) 0 (208) 0 (208)
- Forward contracts 0 0 0 0 0
- IRS on rates contracted on Unicredit loan (85) 0 (85) 0 (81) 16-17
- IRS on rates contracted on BNL loan of Euro 6
million
(43) 0 (43) 0 (43) 16-17
- IRS on rates contracted on BPM loan of Euro 10
million
(80) 0 (80) 0 (87) 16-17

· level III: variables that are not based on observable market values.

Financial statement items at 31 December 2019 Book
value
Level I Level II Level
TIT
Total
fair
value
Notes to
the
financial
statements
Hedge derivatives on equity instruments 0 0 0 0 0
- Put 0 0 0 0 0
- Call 0 0 0 0 0
Derivatives designated for cash flow hedges (169) 0 (169) 0 (169)
- Forward contracts O 0 0 0 0
- IRS on rates contracted on Unicredit loan (81) 0 (81) 0 (81) 16-17
- IRS on rates contracted on BPM loan of Euro 7
million
(1) 0 (1) 0 (1) 16-17
- IRS on rates contracted on BPM loan of Furo 10
million
(87) 0 (87) 0 (87) 16-17

5.5. Positions deriving from atypical or unusual transactions

In the first half of 2020, the Group did not undertake any atypical or unusual transactions as defined in Consob Communication DEM/6064293.

6. Events after 30 June 2020 and business outlook

In July 2020, Be participated in a dedicated capital increase of YOLO, the instant insurance on demand platform founded by Simone Ranucci Brandimarte and Gianluca de Cobelli. Be's investment in YOLO is added to those of Intesa San Paolo Vita, Banca di Piacenza and CRIF. Be's equity investment will be equal to 2.5% of YOLO's capital. Be also adheres to a new Shareholders' Agreement that links the founding members and new investors.

With reference to the Covid-19 pandemic, it should be noted that the Group constantly monitors any development in order to curb and try to virtually zero the effects with regard to health and safety at work and in economic, equity and financial terms, through the definition and implementation of flexible and timely action plans.

The Group believes that it has adequate management levers available to counter the effects of the health emergency throughout 2020, operating, as demonstrated by the results, in a resilient business and thus confirming the medium-long term prospects set out in the 2020-2022 Plan.

Therefore, taking into account the actions already implemented as well as those planned for the coming months, in the absence of events not currently foreseeable, including a possible new lockdown, the Group believes it can rely on the achievement of the annual objectives and more generally of the 2020-2022 Business Plan.

Milan, 31 July 2020

| signed| Stefano Achermann For the Board of Directors Chief Executive Officer

E-Market

SDIR CERTIFIEI

Certification of the Half-year Condensed Consolidated Financial Statements pursuant to art. 81-ter, Consob Regulation 11971 of 14 May 1999, as amended

    1. Having considered the provisions of art. 154-in, paragraphs 3 and 4, Italian Legislative Decree 58 of 24 February 1998, the undersigned, Stefano Achermann as Chief Executive Officer and Manuela Mascarini as Executive in charge of preparing the company's accounting documents of "Be Think, Solve, Execute S.p.A.", or "Be S.p.A.", hereby confirm:
    2. the adequacy in relation to the business characteristics, and
    3. the effective application of administrative accounting procedures adopted in the first half of 2020 when preparing the Half-year Condensed Consolidated Financial Statements.
  • It is also confirmed that: 2.
    • 2.1 the Half-year Condensed Consolidated Financial Statements:
      • a) were prepared in compliance with international accounting standards endorsed by the European Union pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of Council, of 19 July 2002;
      • b) correspond with the accounting entries and records;
      • c) provide a true and fair view of the equity, economic and financial position of the issuer and of the group of companies included in the scope of consolidation;
    • 2.2. the management report contains a reliable analysis of references to significant events occurring in the first half of 2020 and their impact on the results of operations, as well as of the position of the issuer and its consolidated companies, together with a description of the main risks and uncertainties to which they are exposed.

Milan, 31 July 2020

/signed/ Manuela Mascarini Executive in charge of preparing the company's accounting documents

Manuela Mascarini

/signed/ Stefano Achermann Chief Executive Officer

Stefano Achermann