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Cembre Interim / Quarterly Report 2018

Sep 12, 2018

4425_ir_2018-09-12_f8ba09fb-ad93-4004-a091-e7de9babc355.pdf

Interim / Quarterly Report

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Cembre S.p.A.

Head Office: Via Serenissima 9, Brescia, Italy Share Capital: EUR 8,840,000 (fully paid-up). Registration no: 00541390175 (Commercial Register of Brescia)

This document contains translations of the consolidated interim report prepared in the Italian language for the purpose of the Italian law and of CONSOB regulations (CONSOB is the public authority responsible for regulating the Italian securities market)

CONTENTS

Group
Structure
1
1st Half
Consolidated
Interim
Report
of
the
Cembre
Group
for
the
of
2018
2
Attachment
1:
Comparative
Consolidated
Income
Statement
16
Attachment
2:
Corporate
Boards
17
Condensed
Consolidated
Financial
Statements
at
June
30,
2018
Consolidated
Statement
of
Financial
Position
19
Statement
of
Consolidated
Comprehensive
Income
20
Consolidated
Statement
of
Cash
Flows
21
Statement
of
Changes
in
the
Consolidated
Shareholders'
Equity
Notes
to
the
accounts
22
23
Certification
of
the
Condensed
Consolidated
Financial
Statements
at
June
30,
2018
pursuant
to
article
81‐ter
of
CONSOB
Regulation
no.11971/99
49

Report of the Independent Auditors on the limited audit 50

Group Structure

Report on Operations for the 1st Half of 2018

Operating Review

On May 3rd, 2018, effective May 1st, 2018, wholly‐owned German subsidiary Cembre GmbH acquired the entire capital stock of two companies with offices in Weinstadt, near Stuttgart: IKUMA GmbH & Co.KG ("IKUMA KG"), a company active on the German market in the electrical equipment sector and IKUMA Verwaltungs GmbH, a non‐operating company whose only activity is to manage and provide strategic advice to IKUMA KG. For more details on this operation please refers to paragraph "IV. Acquisition" of Notes.

Starting from the date of the acquisition, the two acquired companies were included in the consolidation of the Cembre Group and results for the 1st Half of 2018 therefore include those of IKUMA KG and IKUMA Verwaltungs.

In the 1st Half of 2018 sales of the Cembre Group grew, as the good results of the 1st Quarter of the year were confirmed in the 2nd Quarter, bringing the Group'stotal turnover to €73.3 million, up 10.1% on €66.6 million in the 1st half of 2017. Sales of IKUMA KG for the period amounted to €1.4 million (from 01.05.2018 to 30.06.2018). Excluding this contribution, sales for the period would have been up 7.9% on the corresponding period in 2017.

The breakdown of consolidated sales by geographical area shows a growth in the Italian market, with sales up by 11.7% to €31.3 million, sales to other European countries up by 9.7% to €30.7 million, and sales to the rest of the world growing by 6.7% to €11.2 million. In the 1st Half of 2018, 42.2% of Group sales were represented by Italy (as compared with 42.1% in the 1st Half of 2017), 41.9% by the rest of Europe (42.1% in the 1st Half of 2017), and the remaining 15.3% by the rest of the World (15.8% in the 1st Half of 2017).

(€'000) 1st Half
2018
1st Half
2017
Change 1st Half
2016
1st Half
2015
1st Half
2014
1st Half
2013
1st Half
2012
1st Half
2011
1st Half
2010
1st Half
2009
Italy 31,349 28,055 11.7% 25,446 25,312 22,194 19,309 20,968 24,819 19,121 15,074
Rest of Europe 30,718 28,014 9.7% 26,250 26,283 26,100 23,995 23,841 22,168 18,958 18,466
Rest of the World 11,228 10,527 6.7% 10,989 11,442 8,319 8,955 8,412 6,848 5,362 4,592
Total 73,295 66,596 10.1% 62,685 63,037 56,613 52,259 53,221 53,835 43,441 38,132

Sales by geographical area

In the 1st Half of 2018 the parent company and its foreign subsidiaries registered an increase in euro sales with the exception of the German subsidiary.

(€'000) 1st Half
2018
1st Half
2017
Change 1st Half
2016
1st Half
2015
1st Half
2014
1st Half
2013
1st Half
2012
1st Half
2011
1st Half
2010
1st Half
2009
Parent Company 40,680 37,303 9.1% 35,226 34,732 29,098 26,607 28,308 31,873 24,496 20,064
Cembre Ltd. (UK) 9,320 8,883 4.9% 9,313 9,979 10,636 9,541 9,086 6,759 5,500 5,933
Cembre S.a.r.l. (F) 5,270 5,025 4.9% 4,836 4,300 4,292 4,037 4,081 3,846 3,157 3,197
Cembre España S.L.U. (E) 5,366 5,093 5.4% 4,084 4,406 3,567 3,167 3,093 3,929 4,333 3,790
Cembre GmbH (D) 4,041 4,319 ‐6.4% 3,824 3,633 3,762 3,535 4,018 3,896 2,981 2,366
IKUMA KG (D) 1,450 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
Cembre AS (NOR)
(Wound up in 2016)
n.a. n.a. n.a. 23 591 450 412 528 424 469 321
Cembre Inc. (USA) 7,168 5,973 20.0% 5,379 5,396 4,808 4,960 4,107 3,108 2,505 2,461
Total 73,295 66,596 10.1% 62,685 63,037 56,613 52,259 53,221 53,835 43,441 38,132

Revenues by Group company (net of intragroup sales)

In the 1st Half of 2018, Group companies reported the following results, before the

consolidation:

Sales
(€'000) 1st Half
2018
1st Half
2017
Change 1st Half
2016
1st Half
2015
1st Half
2014
1st Half
2013
1st Half
2012
1st Half
2011
1st Half
2010
1st Half
2009
Parent Company 57,790 52,215 10.7% 49,264 48,817 42,969 39,071 41,385 43,034 33,823 28,713
Cembre Ltd. (UK) 10,520 9,504 10.7% 10,047 10,779 11,572 10,394 9,970 7,842 6,197 6,485
Cembre S.a.r.l. (F) 5,275 5,031 4.8% 4,845 4,303 4,300 4,080 4,089 3,856 3,161 3,207
Cembre España S.L.U. (E) 5,370 5,093 5.4% 4,084 4,413 3,568 3,167 3,455 3,930 4,334 3,790
Cembre GmbH (D) 4,077 4,365 ‐6.6% 3,846 3,673 3,796 3,666 4,029 3,909 2,997 2,499
IKUMA Verw. GmbH (D) 55 , n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
IKUMA KG (D) 1,450 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
Cembre AS (NOR)
(Wound up in 2016)
n.a. 196 591 450 412 528 430 469 321
Cembre Inc. (USA) 7,169 5,979 19.9% 5,400 5,701 4,914 4,976 4,155 3,109 2,517 2,417
Net profit
(€'000) 1st Half
2018
1st Half
2017
Change 1st Half
2016
1st Half
2015
1st Half
2014
1st Half
2013
1st Half
2012
1st Half
2011
1st Half
2010
1st Half
2009
Parent Company 12,757 10,496 21.5% 9,275 9,283 6,807 4,305 5,635 6,153 4,835 2,181
Cembre Ltd. (UK) 854 2,997 ‐71.5% 1,049 1,182 1,391 1,139 1,123 635 393 595
Cembre S.a.r.l. (F) 307 236 30.1% 160 211 183 166 100 165 74 213
Cembre España S.L.U. (E) 148 289 ‐48.8% (40) 264 161 69 (276) (31) 197 153
Cembre GmbH (D) 139 288 ‐51.7% 166 94 197 98 278 304 156 84
IKUMA Verw. GmbH (D) n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
IKUMA KG (D) 201 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
Cembre AS (NOR)
(Wound up in 2016)
n.a. n.a. n.a. ‐91 49 31 11 57 37 110 56
Cembre Inc. (USA) 694 245 183.3% 183 160 294 480 210 131 46 77

The strong increase in net profit for 2017 of the UK subsidiary was due to the £1,928 thousand (€2,231 thousand) capital gain on the sale to the parent company ofshares held by the UK subsidiary in other subsidiaries carried out to streamline the structure of the Group.

For a more direct evaluation of the effect of foreign exchange translations, we include below sales figures of companies operating outside the euro area in the respective currency.

Currency Sales
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
Change
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
9,255
8.179
13.2%
7,824
7,894
9,504
8,843
8,200
6,808
5,392
5,797
(€'000)
Cembre Ltd. (UK) Gbp
Cembre Inc. (USA) US\$ 8,677 6.475 34.0% 6,026 6,361 6,734 6,536 5,387 4,363 3,339 3,221
Currency Net profit
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
1st Half
Change
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
751
2,580
‐70.9%
817
865
1.142
969
923
552
342
531
(€'000)
Cembre Ltd. (UK) Gbp
Cembre Inc. (USA) US\$ 840 266 215.8% 204 179 402 630 272 183 61 103

To provide a better understanding of the Company's financial performance for the 1st Half of 2018, a Comparative Consolidated Income Statement for the 1st Half of 2018 and 2017 showing percentage changes is enclosed as Attachment 1.

Consolidated gross operating profit for the 1st Half of 2018 amounted to €18,859 thousand, representing a 25.7% margin on sales, up 8.8% on the corresponding period in 2017 when it amounted to €17,336 thousand, representing a 26.0% margin on sales. The cost of goods sold and personnel costs as a percentage of sales declined in the period, despite the increase in the average number of persons employed from 680 in the 1st Half of 2017 to 747 in the 1st Half of 2018 (of which 18 are employees of IKUMA KG).

Consolidated operating profit forthe period amounted to €15,492 thousand, representing a 21.1% margin on sales, up 8.9% on €14,227 thousand in the 1st Half of 2017, when it represented a 21.4% margin on sales.

Consolidated profit before taxes for the period profit amounted to €15,421 thousand, representing a 21.0% margin on sales, up 8.4% on €14,222 thousand in the 1st Half of 2017, when it represented a 21.4% margin on sales.

Net profit amounted to €11,699 thousand, representing a 16.0% margin on sales, up 15.3% on €10,150 thousand in the 1st Half of 2017, when it represented a 15.2% margin on sales. The decrease of income taxes as a percentage of profit descended from the application of "Patent Box Regime", whose positive effect on the 1st Half of 2018 amounted to €0.6 million. The agreement with tax authorities for the application of this Regime was signed December 22, 2017, so it so it was not included in the net profit of the 1stHalf of 2017.

In the 1st Half of 2018, nonrecurring costsrelating to the mentioned acquisition amounted to €421 thousand. Net of these costs, results for the 1st Half of 2018 would have been as follows:

  • gross operating profit equal to €19,280 thousand, corresponding to a 26.3% of sales, up 11.2% on the same period in 2017;
  • operating profit equal to €15,913 thousand, corresponding to a 21.7% margin on sales, up 11.9% on the 1st Half of 2017;
  • profit before taxes equal to €15,842 thousand, corresponding to 21.6% of sales, up 11.4% on the 1st Half of 2017.

The consolidated net financial position at June 30, 2018 amounted to a surplus of €4.0 million, down on December 31, 2017, when it amounted to a surplus of €20.3 million. The financial position was affected by the payment of €13.3 million in dividends, capital expenditure made by the parent company in the period, amounting to €7.4 million, and €8.3 million representing the amount paid for the acquisition of IKUMA. At June 30, 2017 the net financial position was equal to a surplus of €14.6 million.

Definition of alternative performance indicators

In compliance with Consob Communication DEM/6064293 dated July 28, 2007, below we define alternative performance indicators used in the present document to illustrate the financial and operating performance of the Group.

Gross operating profit (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit before depreciation, amortization and write‐downs, financial flows and taxes.

Operating profit (EBIT): defined as the difference between Gross operating profit and the value of depreciation, amortization and write‐downs. It represents the profit achieved before financial flows and taxes.

Net financial position: representsthe algebraic sum of cash and cash equivalents, financial receivables and current and non‐current financial debt.

Shareholders' Equity

Consolidation adjustments determined the following differences between the Financial Statements of the parent company at June 30, 2018 and the consolidated accounts at the same date:

(€'000) Shareholders'
Equity
Net Profit
Parent company's financial statements 122,429 12,757
Book value of consolidated companies 23,275 2,214
Elimination of intra‐group profits included in the value of inventories (*) (4,010) (539)
German subsidiary product warranty provision reversal (*) 23 1
Netting of intragroup dividends (2,735)
Netting of intragroup gains (12) 1
Consolidated Financial Statements 141,705 11,699

(*) Net of the related tax effect.

The following values were allocated to assets acquired in the context of the acquisition of IKUMA:

  • an intangible asset consisting of the value of business relationships between IKUMA KG and its customers (i.e. its "Customer list") whose value was assessed at €1,965 thousand, with a useful life of 10 years;
  • an intangible asset consisting of the value of the IKUMA brand on the market, set at €495 thousand, with a useful life of 10 years;
  • a current asset resulting from the difference between the book value of inventories and their fair value, amounting to €283 thousand. On the basis of inventory turnover rotation ratio, such difference is deemed to be eliminated in four months;
  • a deferred tax liability equal to €823 thousand resulting from the tax effect calculated according to tax regulations applicable in Germany – of the above described items upon the acquisition;
  • a goodwill, equal to €4,615 thousand, assessed asthe residual value of the difference between the acquisition price, the above mentioned items and the book value of IKUMA KG.

Capital expenditure

Capital expenditure, gross of amortization, depreciation and disposals made in the 1st Half of 2018 amounted to €7.4 million and consisted mainly in the acquisition of plant and equipment. In the 1st Half of 2017 investments had amounted to €6.7 million. The increase in intangible assets includes the value of IKUMA KG's customer list, amounting to €2.0 million, and the value of the IKUMA trademark, equal to €0.5 million, as described above.

Main risks and uncertainties

Risks connected to the economic situation

The economic and financialsituation of the Group isinfluenced by macroeconomic factors such as changes in the Gross Domestic Product, consumer and business confidence, changes in interest rates and the cost of raw materials.

Despite signs of a slowdown, the world economic outlook remains favorable. The risk of a further slowdown due to tension between the US and its trading partners, however, remains. In Europe, a stable inflation scenario lead the ECB to announce the end of quantitative easing purchases by the end of the year, though the bank will continue to pursue its loose monetary policy until the summer.

The Italian economy continued to recover, though also showing signs of a slowdown, mainly in the export sector. The number of both long term and short term employees grew, while youth unemployment is slowly declining.

The Bank of Italy forecasts GDP to grow by 1.3% this year, by 1.0% in 2019 and by 1.2 in 2020. (source: Bank of Italy Economic Bulletin 3/2018).

The wide margin of uncertainty on which estimates of future performance are based make it very difficult to predict with reliability the future performance of markets and demand.

The Cembre Group, thanks to its strong financial position and good competitive hedge, is confident about the future and feels it is in a position to take advantage of opportunities that may arise and to react to possible changesin the economic scenario that may develop in the next months.

Risks connected with the market

The Group protects its market position by pursuing ongoing innovation, the widening of the product range, introducing into production processes the most advanced methods and machinery while implementing focused marketing policies with the help of its foreign subsidiaries.

Credit risk

Cembre and its subsidiaries have focused over time on a careful selection of their customers, managing prudently salesto customersthat do not possess an adequate credit standing. The Group has accrued a provision for doubtful accounts and the management of litigation. The Company reviews its customers by monitoring overdues and immediately contacting them regarding problem situations.

Cembre moreover holds an insurance policy against commercial credit risk with a primary insurance company that allows it to further reduce exposure to this type of risk.

Exposure to credit risk relates exclusively to trade receivables.

Liquidity risk

Thanks to its solid financial position, the Group is not currently subject to particular liquidity risk, even in case the cash flow generated by operations should decline drastically.

Interest rate risk

In April, the parent company was extended by Banca Intesa two loans amounting respectively to €10 million, expiring in October 2019 and bearing a 0.04% fixed interest, and €4 million, expiring in April 2020, bearing a 0.05% fixed interest. The nature of the interest rate applied and the relatively short maturity of the loans are such as to protect the Group from interest rate fluctuation risks.

Currency risk

Despite its strong international presence, the Group does not have a significant exposure to currency risk, as it operates almost entirely in the euro area, the currency in which its trade transactions are mainly denominated. Exposure to currency risk is limited to sales in US dollars and British pounds, but the size of these transactions is not significant in influencing the overall performance of the Group or its financial position.

Integrity and reputation risk

Possible illicit behavior of employees, aimed at obtaining benefits for themselves and for the Group, can imply the risk of a loss of reputation and of sanctions against the Group. To prevent the risk of these occurrences and in line with Legislative Decree 231/2001, the Company adopted an organizational, management and control model that identifies processes that are subject to risk and establishes the conduct that the various persons involved are to keep in carrying out their tasks. The model was illustrated to employees through specific training sessions. The Company constantly integrates and upgrades the model.

Further information on main risks and uncertainties is contained in the notes.

Environmental management

Cembre S.p.A. deemed it fundamental for its development to adopt an environmental management system that covers in an integrated manner every aspect of its activities. Thanks to the setting of behavioral guidelines and of rigorous procedures, the Company obtained an Environmental Certification under standard UNI EN ISO 14001 that singles out companies that are more sensitive to environmental protection issues.

Worker safety management

In 2012 Cembre S.p.A. obtained the certification of its worker health and safety management system according to the OHSAS 18001: 2007 standard.

Research & Development

In the 1st Half of 2018 costs for personnel employed in Research & Development activities amounted to €342 thousand, of which €101 thousand for development, capitalized among intangibles.

Below we include a brief description of projects undertaken in the first half of the year. Information provided is purposely generic because some products are not yet at the manufacturing stage and are in some cases in the process of obtaining patents.

Cable terminals

A total of 19 requests for new products were approached. All studies included both new connectors and equipment for their manufacturing.

The development of our range of our mechanical locking connectors continued, while the development of a rail contact specific for New York City Transit (New York subway) was concluded. The project consisted, in addition to the development of the contact, in the extrusion system for the same, leading to the development of a tool that meets closely the specific needs of the customer.

Railroad equipment

A prototype for a new battery‐run machine for the drilling of wooden sleepers was developed and manufactured. The tool has been patented and will be officially presented at Innotrans, Berlin's fair dedicated to the railroad sector.

The production of a family of drill bits for wooden sleepers was started. The drill bits were manufactured entirely in‐house and required investments in dedicated machinery and equipment. The project provides for the completion of the range, eliminating entirely items ordered from outside suppliers.

A prototype for a new battery‐run hydraulic utensil for inserting clips used to fasten rails to sleepers was developed and manufactured. The utensil features a particular configuration developed by the University of Moscow for the Russian railways. Following tests carried out by personnel in charge of its installation changes in the design were implemented in the manufacturing phase.

Tools

Three new cutting jaws have been studied for the new bi‐linear tool specific for the American market. The three cutting jaws greatly extend the cutting range compared to previous models and differ from each other depending on the type of cable being cut.

In order to make its use more convenient, a new system for coupling the 13‐ton 'C' compression head to the remote control pump has been designed. The item is manufactured directly with a 3D printer, without requiring finishing work on the machine or the construction of molds.

As requested by customers operating in the British market, the study of a new hydraulic head to be used for the exploration of potentially live cables before proceeding with their cutting, was started. This project is being patented.

A new battery‐powered hydraulic pump is under study. The new pump introduces several innovations, is patented, and will be officially presented at Innotrans, the Berlin fair for the railway sector.

Cable marking

A total of 33 of requests for the development of new products for the marking of cables were followed up. Studies included also the related manufacturing tools.

A project relating to the widening and updating of the range of thermal transfer printers is currently underway.

Related parties

Transactions of a commercial nature concluded between the parent company and its subsidiaries in the 1st Quarter of 2018 are summarized in the table below:

(€'000) Receivables Payables Revenues Purchases
Cembre Ltd. 942 44 4,500 338
Cembre S.a.r.l. 570 3,085 4
Cembre España S.L.U. 1,029 3,133 2
Cembre GmbH 707 8 1,991 26
IKUMA GmbH & Co. KG 3 5
Cembre Inc. 833 4,695 1
TOTAL 4,084 52 17,409 371

Revenues above include the charging to subsidiaries of costs incurred in the maintenance of the information system and royalties for the use of the Cembre trademark, amounting to €240 thousand.

With reference to assets and liabilities relating to subsidiaries shown above, we confirm that transactions with the same and with related parties fall within the scope of normal operating activities.

Cembre S.p.A. currently leases property from Tha Immobiliare S.p.A., with registered office in Brescia, owned by Giovanni Rosani and Sara Rosani, Directors of Cembre S.p.A. Cumulative rent for these contracts for the 1st Half of 2018 amounts to €266 thousand.

Invoices issued in the year relating to the above contracts were all paid in full.

Cembre Ltd. leased an industrial building from Borno Ltd., a company controlled by Lysne S.p.A. Rent for the 1st Half of 2018 amounts to £60 thousand. Such amount is in line with market conditions.

In the context of the acquisition of IKUMA KG, the German subsidiary recorded under liabilities €1,978 thousand. This amount represents the discounted value of the liability towards the sellers and directors of the company (nominal value €2,000), to be paid in four installments in years 2019‐2022, contingent upon the fulfillment of certain contractual clauses. The discounted non‐current portion of the liability amountsto €1,480 thousand. Furthermore, Cembre GmbH recorded a liability of €268 thousand towards the same counterparties, relating to the adjustment of the purchase price of IKUMA KG calculated on future performance on results of the company as at April 30, 2018.

Further detail of these transactions is provided in the notes.

With reference to assets and liabilities relating to subsidiaries shown above, we confirm that transactions with the same and with related parties fall within the scope of normal operating activities.

Absence of control and coordination

Despite the fact that article 2497‐sexies of the Italian Civil Code statesthat "it is presumed that, unless otherwise proved, the direction and coordination activities of companies is exercised by the company or entity that isrequired to consolidate the same in its accounts or that, in any case, controls the former company pursuant to article 2359 (of the Italian Civil Code)", Cembre S.p.A. believesto be operating in full autonomy from its parent Lysne S.p.A..

In particular, as a non‐exhaustive example, the Company manages autonomously its own treasury and relationships with its customers and suppliers, and does not make use of any service provided by its parent company.

Relationships with parent company Lysne S.p.A. are limited to the normal exercise of shareholders' rights on the part of the parent.

Companies incorporated under the laws of States that are not part of the European Union

Cembre S.p.A. currently controls only one company incorporated under the laws of a State that is not part of the European Union and namely Cembre Inc., incorporated in the US.

The company deems the administrative, accounting and reporting systems currently in use to be adequate in supplying regularly its management and the company's independent auditors with the operating and financial information necessary for the preparation of the consolidated financial statements.

The accounts prepared by said foreign subsidiary and used in the preparation of its consolidated financial statements, are audited and made available to the public, as provided by current regulations.

Cembre S.p.A. is active in ensuring an adequate flow of information from said subsidiary to itsindependent auditors and believes the current communication processin place with the independent auditors to be effective.

Cembre S.p.A. already possessesthe by‐laws, the composition and powers of Cembre Inc., and directives ensuring the timely transmission of any information regarding the update of such information have been issued.

Own shares and shares of parent companies

At June 30, 2018, the number of own shares held by Cembre S.p.A. was 282,541, corresponding to 1.66% of the capital stock. In the 1st Half of 2018 no purchases of own shares have been carried out; in the same period 2,116 own shares have been sold. At April 26, 2018, the Shareholders' Meeting of Cembre S.p.A. resolved to authorize the purchase and trade of own shares, for a period of 18 months from the date of the Shareholders' Meeting.

Ownership Structure and Corporate Governance

In compliance with norms contained in article 123‐bis of Legislative Decree 58, dated February 24, 1998 (Testo Unico Consolidated Finance Act), we refer to the Report on Corporate Governance which, in addition to providing a general description of corporate governance, contains information regarding the ownership structure of the Company, the adoption of the Code of Conduct and the observance of the resulting commitments. Said Report is available in the Investor Relations section of the Group's institutional web site (www.cembre.it).

Subsequent events

No event having significant effects on Cembre's financial or operating performance occurred after June 30, 2018.

Outlook

In light of the increase in turnover achieved in the first six months of the year, strengthened in July and August, obtained also with the contribution in terms of sales of newly acquired company IKUMA KG, Cembre expects to close the year reporting a substantial increase in turnover and margins over 2017.

Attachments

The present Report includes the following attachments:

Attachment 1 Comparative Consolidated Income Statement at June 30, 2018

Attachment 2 Company Boards

Brescia, September 11, 2018

THE CHAIRMAN AND MANAGING DIRECTOR OF CEMBRE S.P.A. Giovanni Rosani

Attachment 1 ‐ Report on Operations of the Group

Comparative Consolidated Income Statement

1st Half
2018
%
of sales
1st Half
2017
%
of sales
Change
(€ '000)
Revenues from sales and services provided
Other revenues
73.295
241
100,0% 66.596
253
100,0% 10,1%
‐4,7%
TOTAL REVENUES 73.536 66.849 10,0%
Cost of goods and merchandise
Change in inventories
Cost of services received
Non recurring cost of services
Lease and rental costs
Personnel costs
Other operating costs
Increase in assets due to internal construction
Write‐down of receivables
(29.674)
6.465
(9.563)
(421)
(801)
(20.360)
(729)
515
(98)
‐40,5%
8,8%
‐13,0%
‐0,6%
‐1,1%
‐27,8%
‐1,0%
0,7%
‐0,1%
(23.992)
2.628
(8.555)

(794)
(18.696)
(581)
583
(97)
‐36,0%
3,9%
‐12,8%
0,0%
‐1,2%
‐28,1%
‐0,9%
0,9%
‐0,1%
23,7%
146,0%
11,8%
0,9%
8,9%
25,5%
‐11,7%
1,0%
Accruals to provisions for risks and charges (11) 0,0% (9) 0,0% 22,2%
GROSS OPERATING PROFIT 18.859 25,7% 17.336 26,0% 8,8%
Property, plant and equipment depreciation
Intangible asset amortization
(3.040)
(327)
‐4,1%
‐0,4%
(2.836)
(273)
‐4,3%
‐0,4%
7,2%
19,8%
OPERATING PROFIT 15.492 21,1% 14.227 21,4% 8,9%
Financial income
Financial expenses
Foreign exchange gains (losses)
3
(24)
(50)
0,0%
0,0%
‐0,1%
73
(4)
(74)
0,1%
0,0%
‐0,1%
‐95,9%
500,0%
‐32,4%
PROFIT BEFORE TAXES 15.421 21,0% 14.222 21,4% 8,4%
Income taxes (3.722) ‐5,1% (4.072) ‐6,1% ‐8,6%
NET PROFIT 11.699 16,0% 10.150 15,2% 15,3%

Attachment 2 – Report on the 1st Half of 2018

CORPORATE BOARDS

Board of Directors

Giovanni Rosani Chairman and Managing Director
Anna Maria Onofri Vice Chairman
Sara Rosani Director
Aldo Bottini Bongrani Director
Felice Albertazzi Director
Franco Celli Director
Paola Carrara Independent Director
Fabio Fada Independent Director

Board of Statutory Auditors

Fabio Longhi Chairman
Riccardo Astori Permanent Auditor
Rosanna Angela Pilenga Permanent Auditor

Rosella Colleoni Substitute Auditor

Maria Grazia Lizzini Substitute Auditor

Independent Auditors

EY S.p.A.

The above list is updated at September 11, 2018.

The Board of Directors and Board of Statutory Auditor's term expires with the approval of the Financial Statements at December 31, 2020.

The Chairman holds by statute (article 18) powers of legal representation of the Company. The Board of Directors conferred to the Chairman and Managing Director Giovanni Rosani all the ordinary management powers not specifically reserved to it by law, including exclusive powers over the organization, management and monitoring of the internal control system.

In case of absence or impediment of the Chairman and Managing Director Giovanni Rosani, Vice Chairman and Managing Director Anna Maria Onofri holds all ordinary management powers not reserved to the Board by law. All Managing Directors must keep the Board of Directors informed of all relevant transactions concluded in the context of their mandate. The Board of Directors has approved rules that define which particularly relevant transactions may be concluded exclusively by the same.

Consolidated Statement of Financial Position

ASSETS Notes Jun. 30, 2018 Dec. 31, 2017
(euro '000) of which: related of which: related
NON CURRENT ASSETS parties parties
Tangible assets 1 75.965 72.082
Investment property 2 1.099 1.126
Intangible assets 3 4.380 1.867
Goodwill 4 4.615
Other investments 10 10
Other non‐current assets 5 1.522 41
Deferred tax assets 13 2.662 2.294
TOTAL NON‐CURRENT ASSETS 90.253 77.420
CURRENT ASSETS
Inventories 6 50.429 41.673
Trade receivables 7 31.254 26.520
Tax receivables 8 3.036 4.299
Other receivables 9 1.190 465
Cash and cash equivalents 17.978 20.232
TOTAL CURRENT ASSETS 103.887 93.189
NON‐CURRENT ASSETS AVAILABLE FOR SALE
TOTAL ASSETS 194.140 170.609
LIABILITIES AND SHAREHOLDERS' EQUITY Notes Jun. 30, 2018 Dec. 31, 2017
(euro '000) of which: related of which: related
SHAREHOLDERS' EQUITY parties parties
Capital stock 10 8.840 8.840
Reserves 10 121.166 111.508
Net profit 11.699 22.727
TOTAL SHAREHOLDERS' EQUITY 141.705 143.075
NON‐CURRENT LIABILITIES
Non‐current financial liabilities 11 4.668
Other non‐current payables 5 1.480 1.480
Employee termination indemnity and other personnel benefits 12 2.669 271 2.664 184
Provisions for risks and charges 13 571 25 448
Deferred tax liabilities 14 2.889 2.047
TOTAL NON‐CURRENT LIABILITIES 12.277 5.159
CURRENT LIABILITIES
Current financial liabilities 11 9.333
Trade payables 15 18.947 14.581
Tax payables 2.606 268
Other payables 16 9.272 766 7.526 200
TOTAL CURRENT LIABILITIES 40.158 22.375
LIABILITIES ON ASSETS HELD FOR DISPOSAL
TOTAL LIABILITIES 52.435 27.534
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 194.140 170.609

Statement of Consolidated Comprehensive Income

Notes 1st Half
2018
1st Half
2017
(euro '000) of which: related of which: related
parties parties
Revenues from sales and services provided 17 73.295 66.596
Other revenues 18 241 253
TOTAL REVENUES 73.536 66.849
Cost of goods and merchandise (29.674) (23.992)
Change in inventories 6.465 2.628
Cost of services received 19 (9.563) (334) (8.555) (333)
Non‐recurring cost of services 19 (421)
Lease and rental costs (801) (333) (794) (335)
Personnel costs 20 (20.360) (477) (18.696) (160)
Other operating costs 21 (729) (581)
Increase in assets due to internal construction
Write‐down of receivables
515
(98)
583
(97)
Accruals to provisions for risks and charges 13 (11) (9)
GROSS OPERATING PROFIT 18.859 17.336
Property, plant and equipment depreciation 1‐3 (3.040) (2.836)
Intangible asset amortization 2 (327) (273)
Write‐down of long‐term assets
OPERATING PROFIT 15.492 14.227
Financial income 22 3 73
Financial expenses 22 (24) (4)
Foreign exchange gains (losses) (50) (74)
PROFIT BEFORE TAXES 15.421 14.222
Income taxes 23 (3.722) (4.072)
NET PROFIT FROM ORDINARY ACTIVITIES 11.699 10.150
NET PROFIT FROM ASSETS HELD FOR DISPOSAL
NET PROFIT 11.699 10.150
Items that may be reclassified subsequently to profit and loss
Conversion differences included in equity 247 (799)
COMPREHENSIVE INCOME 24 11.946 9.351
BASIC AND DILUTED EARNINGS PER SHARE 25 0,70 0,60

Consolidated Statement of Cash Flows

1st Half 1st Half
2018 2017
€ '000
A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 20.232 26.709
B) CASH FLOW FROM OPERATING ACTIVITIES
Net profit for the period 11.699 10.150
Depreciation, amortization and write‐downs 3.367 3.109
(Gains)/Losses on disposal of assets (5) (26)
Net change in Employee Severance Indemnity 5 6
Net change in provisions for risks and charges 123 110
Operating profit (loss) before change in working capital 15.189 13.349
(Increase) Decrease in trade receivables (4.734) (4.322)
(Increase) Decrease in inventories (8.756) (2.124)
(Increase) Decrease in other receivables and deferred tax assets 170 814
Increase (Decrease) of trade payables 3.869 (1.024)
Increase (Decrease) of other payables, deferred tax liabilities and tax payables 4.926 1.680
Change in working capital (4.525) (4.976)
NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES 10.664 8.373
C) CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure on fixed assets:
‐ intangible (2.840) (431)
‐ tangible (6.995) (6.261)
‐ goodwill (4.615)
Proceeds from disposal of tangible, intangible, financial assets
‐ intangible (2)
‐ tangible 114 512
Increase (Decrease) of trade payables for assets
NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES
497
(13.839)
363
(5.819)
D) CASH FLOW FROM FINANCING ACTIVITIES
(Increase) Decrease in other non current assets (1) (17)
(Increase) Decrease in financial assets from derivatives (176)
Increase (Decrease) in bank loans and borrowings 14.001
Increase (Decrease) in derivative instruments (43)
Change in reserves 56 (1.637)
Dividends distributed (13.372) (11.834)
NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES 684 (13.707)
E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) (2.491) (11.153)
F) Foreign exchange differences 237 (687)
G) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (A+E+F+G) 17.978 14.869
Assets available for sales included above ‐ 462,00
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 17.978 14.407
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 17.978 14.407
Financial assets from derivative instruments 176
Current financial liabilities (9.333)
Non current financial liabilities (4.668)
NET CONSOLIDATED FINANCIAL POSITION 3.977 14.583
INTERESTS PAID IN THE PERIOD ‐ ‐
BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
Cash 14 28
Banks 17.964 14.379
17.978 14.407

Statement of Changes in the Consolidated Shareholders' Equity

(€ '000) Balance at
December 31,
2017
Allocation of
previous year
net profit
Other
changes
Comprehensive
income of the
period
Balance at
June 30, 2018
Capital stock 8.840 8.840
Share premium reserve 12.245 12.245
Legal reserve 1.768 1.768
Reserve for own shares (5.403) 56 (5.347)
Suspended‐tax revaluation reserve 585 585
Other suspended‐tax reserves 68 68
Other reserves 23.934 (1.717) 521 22.738
Conversion differences (2.126) (274) (2.400)
Extraordinary reserve 72.283 11.072 83.355
Reserve for FTA 3.715 3.715
Reserve for discounting of Employee Termination Indemnity 42 42
Merger surplus reserve 4.397 4.397
Retained earnings
Net profit 22.727 (22.727) 11.699 11.699
Total Shareholders' Equity 143.075 (13.372) 56 11.946 141.705
(€ '000) Balance at
December 31,
2016
Allocation of
previous year
net profit
Other
changes
Comprehensive
income of the
period
Balance at
December 31,
2017
Capital stock 8.840 8.840
Share premium reserve 12.245 12.245
Legal reserve 1.768 1.768
Reserve for own shares (863) (4.540) (5.403)
Suspended‐tax revaluation reserve 585 585
Other suspended‐tax reserves 68 68
Other reserves 22.378 995 561 23.934
Conversion differences (631) (1.495) (2.126)
Extraordinary reserve 68.194 4.098 (9) 72.283
Reserve for FTA 3.715 3.715
Reserve for discounting of Employee Termination Indemnity 4 9 29 42
Merger surplus reserve 4.397 4.397
Retained earnings
Net profit 16.927 (16.927) 22.727 22.727
Total Shareholders' Equity 137.627 (11.834) (4.540) 21.822 143.075

Notes to the Interim Consolidated Financial Statements at June 30, 2018

I. CORPORATE INFORMATION

Cembre S.p.A. is a joint‐stock company with registered office in Brescia, Via Serenissima 9. The company is listed in the Italian Market of Shares (MTA) managed by Borsa Italiana S.p.A.

Cembre S.p.A. and its subsidiaries (hereinafter referred to jointly as "the Cembre Group" or "the Group") are active primarily in the manufacturing and sale of electrical connectors and related tools.

The publication of the Interim Consolidated Financial Statements of Cembre S.p.A. for the half‐year ended June 30, 2018 was authorized by a resolution of the Board of Directors dated September 11, 2018.

Cembre S.p.A. is controlled by Lysne S.p.A., a holding company based in Brescia, that does not direct or coordinate its subsidiary.

II. FORM AND CONTENT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Form and content

The present Consolidated Interim Report at June 30, 2018 was prepared under IAS 34 on Interim Reports.

This consolidated interim report does not include all additional information required for annual reports and must be read in conjunction with the Financial Statements at December 31, 2017. Unless otherwise indicated, figures reported in the financial statements and the related notes are expressed in thousands of euro.

The scope of consolidation has changed both with respect to December 31, 2017 and June 30, 2017 as a result of the acquisition by the German subsidiary of the entire capital stock of IKUMA GmbH & Co. KG (hereinafter referred to as "IKUMA KG") and IKUMA Verwaltungs GmbH, both with headquarters in Weinstadt, near Stuttgart, effective May 1, 2018.

Accounting principles

Principles adopted in the preparation of the present Consolidated Interim Report are those formally approved by the European Union in force at June 30, 2018 and are consistent with those adopted in the preparation of the Consolidated Financial Statements at December 31, 2017.

IFRS 9 Financial instruments

The standard came into effect on January 1, 2018 and has been adopted by the Group from that date. Its application did not have significant effects on the Group's financial statements as trade receivables are held exclusively for collection purposes. The review of the allowance for doubtful accounts and their compliance with the new standard did not produce material effects.

IFRS 15 Revenue from contracts with customers

The standard came into effect on January 1, 2018 and has been adopted by the Group from that date. The adoption of IFRS 15 did not result in significant changes due to the fact that contracts underwritten by the Cembre Group envisage only the sale of finished products and not the provision of additional services. Any repair and maintenance service provided to customers is invoiced at the time it is rendered. The pro‐quota share for the period of premiums recognized to customers at the end of the year based on individual sales volumes was estimated on the basis of past sales performances and sales forecasts and deducted from revenues.

Future changes in accounting principles

The following updates of IFRS (already approved by the IASB), interpretations and amendments are in the process of being incorporated into European Union regulations:

New and amended Principles Applicable from
IFRS 16 ‐ Leases January 1, 2019

The adoption of IFRS 16 will necessarily entail the introduction of software dedicated to the management of leasing contracts and to their accounting in accordance with the same. The Group has reviewed a number of software packages available on the market to be implemented in the coming months.

The following updates of the IFRS standards (already approved by the IASB) and the following interpretations and amendments are currently being implemented by the competent bodies of the European Union:

New and amended Principles Applicable from
IFRS 17 – Insurance contracts January 1, 2021
Changes in accounting principles Effective from
IFRIC 23 – Uncertainty over Income Tax Treatments January 1, 2019
Amendments to IFRS 9 – Prepayment Features with Negative Compensation January 1, 2019
Amendments to IAS 28 Investment in Associates and Joint Ventures January 1, 2019

The Cembre Group will evaluate in the next months the possible effects of the adoption of the new principles.

Translation of financial statements expressed in currencies other than the euro

The functional and reporting currency of the Group is the euro.

Financial statements denominated in functional currencies other than the euro are translated according to the following criteria:

  • ‐ assets and liabilities are translated at the exchange rate applicable at the date of the financial statements;
  • ‐ income statement items are translated at the average exchange rate for the period;
  • ‐ foreign‐exchange translation differences are recorded in a specific Shareholders' Equity reserve.

At the time at which a foreign subsidiary is disposed of, accumulated foreign‐exchange differences recorded under Shareholders' Equity relating to the same are taken to the Income Statement.

Exchange rates applied in the translation of financialstatements ofsubsidiaries are shown in the table below.

Currency Exchange rate
at June 30, 2018
Average exchange rate for the
1st Half of 2018
British pound (€/£) 0.8861 0.8798
US dollar (€/\$) 1.1658 1.2104

III. SEASONAL FACTORS

The Group's activity is not subject to cyclical or seasonal swings in activity with the exception of the slowdown registered in August for the Summer holidays, and in December for the Christmas holidays.

IV. ACQUISITIONS

On May 3rd, 2018, effective May 1, 2018, wholly‐owned German subsidiary Cembre GmbH acquired the entire capital stock of German company IKUMA GmbH & Co.KG ("IKUMA KG"), a company active on the German market in the electrical equipment sector. Cembre GmbH also acquired the entire capitalstock of IKUMA Verwaltungs GmbH, a non‐operational company whose only activity is to manage and provide strategic advice to IKUMA KG. The acquisition of the entire capital stock of IKUMA KG and Ikuma Verwaltungs GmbH was made against the payment of a price of €6,300 thousand in cash, in addition to a further €2,000 thousand to be paid as management bonus and non‐ competition bonus in favor of the previous owners and managers of the acquired company, in four annual installments over years 2019‐2022, contingent on the verification ofspecific conditions. This amount has been transferred to a guarantee account managed by the notary who draw up the sale agreement.

The contract also provides for a price adjustment mechanism based on balance sheet figures at the acquisition date, which resulted in the recording of a payable towards the previous owners of €268 thousand, to be paid out at the conclusion of the verification activities provided for in the agreements.

The following values were allocated to assets acquired in the context of the acquisition of IKUMA:

Customer list 1,965
Capital gains included in inventories 283
Trademark 495
Deferred taxes (823)
Goodwill 4,615
  • Customer list: an intangible asset consisting of trade relationships between IKUMA KG and its customers whose value was assessed at €1,965 thousand, with a useful life of 10 years;
  • Capital gains included in inventories: a current asset resulting from the difference between the book value of inventories and their fair value, amounting to €283 thousand. On the basis of inventory turnover rotation ratio, such difference is deemed to disappear in four months;
  • Trademark: an intangible asset consisting of the value of the IKUMA brand on the market, set at €495 thousand, with a useful life of 10 years;
  • Deferred taxes: a deferred tax liability equal to €823 thousand resulting from the tax effect – calculated according to tax regulations applicable in Germany – of the above described items upon the acquisition;
  • Goodwill: equal to €4,615 thousand, assessed as the residual value of the difference between the acquisition price, the above mentioned items and the book value of IKUMA KG.

Assets and Liabilities of IKUMA KG at May 1, 2018 were as follows:

Assets
Property, plant and equipment 24
Inventories 1,844
Trade receivables 646
Other receivables 13
Cash 418
Total Assets 2,945
Liabilities
Shareholders' Equity 500
Trade payables 711
Taxes payable 127
Other payables 1,607
Total Liabilities and Shareholders' Equity 2,945

In the period included between May 1, 2018 and June 30, 2018 la IKUMA KG reported the

following results:

Income Statement May 1‐30 June 2018
Revenues 1,450
Purchases (1,091)
Change in inventories 115
Services+ received (30)
Rent (21)
Personnel (161)
Other costs (20)
Depreciation (2)
Income taxes (39)
Net profit 201

V. SEGMENT INFORMATION

IFRS 8 requires segment information to be supplied using the same elements on which management bases internal reporting.

Cembre adopted as its primary reporting focus information by geographical area based on the location in which the operations of the company are based or the production process takes place. As the Cembre Group operates in a single segment denominated "Electric connectors and related tools", items based on this element are not usually utilized for the purposes of internal reporting.

1st Half of 2018 Italy Rest of
Europe
Rest of
World
Elimination of
intragroup
TOTAL
Revenues
Sales to customers 40,679 25,447 7,169 73,295
Sales to other Group companies 17,110 1,245 1 (18,356)
Revenues by sector 57,789 26,692 7,170 (18,356) 73,295
Operating profit by sector 12,268 2,269 955 15,492
Overhead costs not assigned
Operating profit 15,492
Financial income (expense) (71)
Income taxes (3,722)
Net profit 11,699
1st Half of 2017 Italy Rest of
Europe
Rest of
World
Elimination of
intragroup
TOTAL
Revenues
Sales to customers 37,303 23,320 5,973 66,596
Sales to other Group companies 14,912 672 6 (15,590)
Revenues by sector 52,215 23,992 5,979 (15,590) 66,596
Operating profit by sector 11,804 2,022 401 14,227
Overhead costs not assigned
Operating profit 14,227
Financial income (expense) (5)
Income taxes (4,072)
Net profit 10,150

Asthe breakdown ofsales by geographical area is different from that of the related Group

activities, a breakdown of sales by geographical area of customers is shown below.

1st Half of 2018 1st Half of 2017
Italy 31,349 28,055
Europe 30,718 28,014
Rest of World 11,228 10,527
73,295 66,596

The breakdown of assets and liabilities is shown below:

June 30, 2018 Italy Rest of
Europe
Rest of
World
TOTAL
Assets and Liabilities
Assets of the sector
Unassigned assets
141,342 42,884 8,405 192,631
1,509
Total assets 193,835
Liabilities of the sector
Unassigned liabilities
43,855 9,015 279 53,149
(714)
Total liabilities 52,435
December 31, 2017 Italy Rest of
Europe
Rest of
World
TOTAL
Assets and Liabilities
Assets of the sector 141,342 42,899 8,405 192,646
Unassigned assets 1,537
Total assets 194,183
Liabilities of the sector 43,855 9,030 279 53,164
Unassigned liabilities (702)
Total liabilities 52,462
1st Half of 2018 Italy Rest of
Europe
Rest of
World
TOTAL
Other information by sector
Capital expenditure:
‐ Property, plant and equipment 6,609 324 62 6,995
‐ Intangible assets 364 2,464 12 2,840
Total investments 9,942
Depreciation and amortization:
‐ Property, plant and equipment (2,658) (344) (38) (3,040)
‐ Intangible assets (281) (44) (2) (327)
Accruals to provision for employee benefits 480 480
Average no. of employees 499 219 31 749
1st Half of 2017 Italy Rest of
Europe
Rest of
World
TOTAL
Other information by sector
Capital expenditure:
‐ Property, plant and equipment 5,864 395 2 6,261
‐ Intangible assets 427 2 2 431
Total investments 6,692
Depreciation and amortization:
‐ Property, plant and equipment (2,442) (343) (51) (2,836)
‐ Intangible assets (265) (7) (1) (273)
Accruals to provision for employee benefits 445 445
Average no. of employees 463 191 26 680

VI. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Land and Plant and Equipment Other Leased Work in Total
buildings machinery assets assets progress
Historical cost 44,112 62,188 13,140 7,660 38 4,320 131,458
Revaluation FTA of IFRS 5,921 5,921
Revaluations for tax purposes 934 43 977
Accumulated depreciation (12,282) (39,010) (9,111) (5,839) (32) (66,274)
Bal. at Dec. 31, 2017 38,685 23,221 4,029 1,821 6 4,320 72,082
Increases 1,951 1,247 155 841 2,801 6,995
Currency translation differences 3 2 1 4 10
Depreciation (483) (1,866) (339) (322) (3) (3,013)
Net divestments (14) (3) (92) (109)
Reclassifications 1,724 232 99 (18) (2,037)
Bal. at June 30, 2018 41,880 22,822 3,945 2,323 3 4,992 75,965

1. PROPERTY, PLANT AND EQUIPMENT

Land and Plant and Equipment Other Leased Work in Total
buildings machinery assets assets progress
Historical cost 43,003 56,568 12,449 7,451 38 1,636 121,145
Revaluation FTA of IFRS 5,921 5,921
Revaluations for tax purposes 934 43 977
Accumulated depreciation (11,323) (36,042) (8,701) (5,653) (26) (61,745)
Bal. at Dec. 31, 2016 38,535 20,569 3,748 1,798 12 1,636 66,298
Increases 945 3,200 220 310 1,586 6,261
Currency translation differences (69) (29) (1) (14) (113)
Depreciation (498) (1,695) (307) (300) (3) (2,803)
Net divestments (5) (8) (4) (3) (20)
Reclassifications 40 651 143 (2) (834) (2)
Bal. at June 30, 2017 38,953 22,691 3,795 1,788 9 2,385 69,621

Capital expenditure in the 1st Half of 2018 amounted to €6,995 thousand and consisted primarily of investments made by the parent company.

A large part of investments relate to land and buildings and consisted almost entirely in work for the completion of the new warehouse hosting the new section of the automated warehouse and the packaging department, work which absorbed also a large part of advances on work in progress. Overall, investment in buildings amounted to €1,951. Investments for the purchase of machinery and the installation of plant and equipment amounted to € 1,247 thousand, among which a sawing machine for €195 thousand and a new tinning line for €141 thousand. Advances paid amounted to €2,476 thousand, of which, as mentioned, a large portion (€1,397 thousand) was represented by advances on work in progress of the new warehouse and related plant and equipment.

Investments for work in progress carried out in‐house amounted to €325 thousand.

2. PROPERTY

Land and
buildings
Plant and
equipment
Other assets Total
Historical cost 1,714 278 5 1,997
Accumulated depreciation (606) (261) (4) (871)
Balance at Dec. 31, 2017 1,108 17 1 1,126
Depreciation expense (23) (4) (27)
Balance at June 30, 2018 1,085 13 1 1,099

Property includes the building located in Calcinate (Bergamo) that is no longer utilized by the Group.

Development
costs
Patents Software Trademarks Other Work in
progress
Total
Historical cost 1,868 642 5,075 78 93 7,756
Accumulated amortization (1,205) (424) (4,216) (44) ‐ (5,889)
Balance at Dec. 31, 2017 663 218 859 34 93 1,867
Increases 101 25 254 495 1,965 2,840
Amortization expense (115) (77) (87) (8) (40) (327)
Reclassifications 9 (9)
Balance at Dec. 31, 2018 649 166 1,035 487 1,959 84 4,380

3. INTANGIBLE ASSETS

In allocating the purchase price of the investment in IKUMA KG, the customer list of the company wasrecorded at €1,965 thousand under other intangible assets; the value of the trademark was also recorded for €495 thousand.

Development costs are discussed more in detail in the Report on Operations.

4. GOODWILL

June 30, 2018 December 31, 2017 Change
Goodwill 4,615 4,615

The item consists of the difference between the price paid for IKUMA GmbH & Co. KG and the book value of the same, net of intangible assets and other assets recorded at the time of the allocation of the purchase price of the company.

5. OTHER NON‐CURRENT ASSETS

June 30, 2018 December 31, 2017 Change
Security deposits 42 41 1
Guarantee credit 1,480 1,480
Total 1,522 41 1,481

Item Guarantee credit consists of the discounted non‐current portion of the sum deposited with the notary upon the acquisition of IKUMA AG to cover the amount payable in the future to the sellers and directors of the company – recorded under Other non‐ current payables – contingent on the achievement of certain targets and conditions in future years. The discounting effect is extremely low and equal to €20 thousand.

6. INVENTORIES

June 30, 2018 December 31, 2017 Change
Raw materials 11,346 9,672 1,674
Work in progress and semi‐finished goods 12,986 11,486 1,500
Finished goods 26,097 20,515 5,582
Total 50,429 41,673 8,756

The increase in the value of inventories is mainly due to the increase in stocks of Cembre S.p.A. and Cembre Inc., which registered a considerable increase in sales, in addition to €1,959 thousand in inventories of newly acquired IKUMA KG.

The value of finished goodsinventoriesis adjusted to its expected realizable value through a provision forslow‐moving stock amounting approximately to €3,882 thousand. Changes in the provision in the 1st Half of 2018 are shown in the table that follows:

June 30, 2018 December 31, 2017
Balance at beginning of the period 3,070 2,729
Accruals 787 678
Uses (244)
Currency translation differences 25 (93)
Balance at end of the period 3,882 3,070

Accruals relate prevalently to inventories of the parent company (€393 thousand), the US subsidiary (€179 thousand) and Cembre Ltd. (€80 thousand).

7. TRADE RECEIVABLES

June 30, 2018 December 31, 2017 Change
Gross trade receivables 32,157 27,361 4,796
Provision for doubtful accounts (903) (841) (62)
Total 31,254 26,520 4,734

Trade receivables by geographical area

June 30, 2018 December 31, 2017 Change
Italy 17,555 14,488 3,067
Europe 12,562 10,021 2,541
America 1,383 1,664 (281)
Oceania 133 211 (78)
Middle East 208 234 (26)
Far East 153 607 (454)
Africa 163 136 27
Total 32,157 27,361 4,796

Average collection time increased from 68 days in 2017 to 73 days in the 1st Half of 2018.

Changes in the provision for doubtful accounts are shown in the table that follows:

June 30, 2018 December 31, 2017
Balance at beginning of the period 841 1.178
Accruals 99 8
Uses (26) (195)
Reversal of accrual (11) (148)
Currency translation differences (2)
Balance at end of the period 903 841

Breakdown of receivables by maturity

Not
matured
0‐90
days
91‐180
days
181‐365
days
Over one
year
Under
litigation
Total
June 30, 2018 28,945 2,691 86 83 228 124 32,157
Dec. 31, 2017 23,653 3,055 112 107 352 82 27,361

8. TAX RECEIVABLES

June 30, 2018 December 31, 2017 Change
Tax receivables 3,036 4,299 (1,263)

The item includes prevalently the tax credit recorded by the parent company resulting from the agreement reached in December 2017 with Tax Authorities on the application of the Patent Box regime.

9. OTHER ASSETS

June 30, 2018 December 31, 2017 Change
Receivables from employees 39 28 11
VAT receivables and indirect taxes 37 (37)
Guarantee credit 500 500
Advances to suppliers 359 184 175
Other 294 216 78
Total 692 465 227

Item Other includes prevalently receivables of the parent company relating to social security.

10. SHAREHOLDERS' EQUITY

The capital stock of the parent company amounts to €8,840 thousand, and is made up of 17 million ordinary shares of par value €0.52 each, fully underwritten and paid‐up.

At June 30, 2018 the Company owned 282,541 treasury shares, corresponding to 1.66% of its capital stock. A liability amounting to €5,347 thousand was recorded under equity against the purchase of these shares.

A reconciliation between the Shareholders' Equity and net profit of the parent company and the Consolidated Shareholders' Equity and net profit is provided in the Report on Operations.

Changes in individual components of the Consolidated Shareholders' Equity are shown in the Statement of Changes in the Consolidated Shareholders' Equity included in the Consolidated Financial Statements.

June 30, 2018 Dec. 31, 2017
Elimination of investments in subsidiaries 23,071 22,070
Elimination of unrealized intra‐group profit in stock (3,471) (3,796)
German subsidiary product warranty provision reversal 22 22
Dividends from subsidiaries 3,127 5,649
Currency translation differ. on intra‐group payables and receivables (1)
Intra Group gains and reconciliations (11) (10)
Total 22,738 23,934

The consolidation reserve is made up as follows:

Effective
interest rate
Expiration June 30, 2018 Dec. 31, 2017
Bank loans
Parent company
Non‐current portion
Banca Intesa 0.04% Oct. 2019 2,668
Banca Intesa 0.05% Apr. 2020 2,000
NON‐CURRENT DEBT 4,668
Bank loans
Parent company
Current portion
Banca Intesa 0.04% Oct. 2019 7,333
Banca Intesa 0.05% Apr. 2020 2,000
CURRENT DEBT 9,333

11. CURRENT AND NON‐CURRENT DEBT

12. EMPLOYEE TERMINATION INDEMNITY AND OTHER RETIREMENT BENEFITS

The item includes the Employee Severance Indemnity accrued for employees of the parent company. Special retirement benefits, due in accordance with French regulations to persons employed in France at the time of retirement, are also included in the provision.

At June 30, 2018, in view of the lack of changes in the discounting parameters, the Group decided to maintain unchanged the discounting effect at December 31, 2017.

June 30, 2018 Dec. 31, 2017
Beginning balance 2,664 2,618
Accruals 480 974
Uses (147) (305)
Social security (INPS) treasury account (328) (615)
Discounting effect (8)
Closing balance 2,669 2,664

Total amounts accrued with the INPS (Social Security) treasury amounted at June 30, 2018

to €6,747 thousand.

13. PROVISIONS FOR RISKS AND CHARGES

Changes in the 1st Half of 2018 are shown in the table below.

Customer
indemnities
Directors'
variable
compensation
Employee
incentives
Total
At December 31, 2017 132 316 448
Accruals 11 25 87 123
At June 31, 2018 143 25 403 571

In line with the remuneration policy of the Company, variable compensation linked to the achievement of medium‐long term objectives was introduced in favor of the Chairman and Managing Director. Such compensation could be paid out in 2021 in case targets set for years 2018‐2020 by the Board of Directors, upon proposal of the Remuneration Committee, are achieved. The amount of the accrual against the possible variable compensation of directors is recorded among the cost of services and has not been discounted in view of the negligible effect.

The provision for employee benefits includes amounts accrued for sales personnel that will be paid out upon the achievement of performance objectives set in the sales development plan launched by the Company.

June 30, 2018 Dec. 31, 2017
Deferred tax liabilities
Elimination of unrealized intra‐group profits in stock 1,552 1,343
Write‐down of inventories 468 370
Provision for French personnel costs 100 100
Provision for doubtful accounts of parent company 149 150
Differences on amortization and depreciation of parent company 184 181
Other 203 150
Gross deferred tax liabilities 2,662 2,294
Deferred tax assets
Average cost valuation of inventories by the parent (307) (241)
Accelerated depreciation (159) (159)
Elimination of Cembre GmbH product warranty provision (11) (11)
Reversal of land depreciation (24) (24)
Land revaluation (1,652) (1,652)
Discounting of employee termination indemnity 40 40
IKUMA customer list (579)
Gain on IKUMA inventories (43)
IKUMA trademark (145)
Foreign exchange translation differences (2)

14. DEFERRED TAX ASSETS AND LIABILITIES

Discounting of payables to IKUMA sellers (7)
Gross deferred tax assets (2,889) (2,047)
Net deferred tax liabilities (227) 247

15. TRADE PAYABLES

June 30, 2018 Dec. 31, 2017 Change
Payable to suppliers 18,542 14,538 4,004
Advances 405 43 362
Total 18,947 14,581 4,366

Trade payables by geographical area

June 30, 2018 Dec. 31, 2017 Change
Italy 13,898 12,701 1,197
Rest of Europe 3,844 1,786 2,058
Far East 774 21 753
America 22 27 (5)
Other 4 3 1
Total 18,542 14,538 4,004

16. OTHER PAYABLES

June 30, 2018 Dec. 31, 2017 Change
Payables to employees 4,041 1,904 2,137
Employee withholding taxes payable 454 1,119 (665)
Bonuses owed to customers 371 (371)
VAT and similar foreign taxes payable 1,325 751 574
Commissions payable 324 336 (12)
Payable to Statutory Auditors 23 19 4
Payable to Directors 14 200 (186)
Payable to directors of IKUMA 766 766
Social security payables 1,806 2,635 (829)
Payable on sundry taxes 232 72 160
Other 297 236 61
Accrued liabilities (10) (117) 107
Total 9,272 7,526 1,746

The increase in payables to employee on December 31, 2017, is due to the accruals for holidays, thirteenth monthly payments and year‐end bonuses that have have already matured but will be paid out in the next months.

Item Payables to IKUMA directors includes the discounted value of the current portion of the management bonus and the non‐competition bonus provided for in the sale contract, amounting to €498 thousand, as well asthe price adjustment based on future progression on the situation at April 30, 2018, amounting to €268.

17. REVENUES FROM SALES AND SERVICES PROVIDED

1st Half of 2018 1st Half of 2017 Change
Revenues from sales and services provided 73,295 66,596 6,699

In the 1st Half of 2018, revenues grew by 10.1% on the corresponding period in the previous year. Domestic sales represented 42,8% of total sales and grew by 11.7% on the 1st Half of 2017, while sales in the rest of Europe represented 41.9% of the total, up 9.7% on the 1st Half of 2017. Sales in the rest of the world represented 15.3% of total sales, up 6.7% on the 1st Half of 2017. In compliance with accounting principles, revenues are recorded net of discounts and bonuses to customers, in addition to adjustments to estimates of prior year's sales.

18. OTHER REVENUES

1st Half of 2018 1st Half of 2017 Change
Capital gains 18 25 (7)
Insurance damages 5 3 2
Reimbursements 169 201 (32)
Grants 17 17
Other 32 24 8
Total 241 253 (12)

Reimbursements relate primarily to transport costs charged to customers.

19. COST OF SERVICES AND NON‐RECURRING COST OF SERVICES

1st Half of 2018 1st Half of 2017 Change
Subcontracted work 2,153 1,596 557
Electricity, heating and water 877 770 107
Transport of goods sold 1,179 1,088 91
Fuel 223 212 11
Travelling expenses 593 590 3
Maintenance and repair 1,068 999 69
Consulting 907 829 78
Advertising and promotion 330 434 (104)
Insurance 435 435
Boards' compensation 380 378 2
Postage and telephone 175 176 (1)
Commissions 470 337 133
Security and cleaning 275 281 (6)
Bank charges 84 82 2
Other 414 348 66
Total cost of services 9,563 8,555 1,008

The increase in the cost of subcontracted work is due both to the increase in the volume of production and a different management of copperscrapsresulting from the production process.

Non‐recurring cost of services, amounting to €421 thousand, descend from due diligence activities and advisory on the acquisition of IKUMA KG.

20. PERSONNEL COSTS

1st Half of 2018 1st Half of 2017 Change
Wages and salaries 15,694 14,224 1,470
Social security contributions 3,604 3,527 77
Employee termination indemnity 606 574 32
Retirement benefits 115 112 3
Other costs 341 259 82
Total 20,360 18,696 1,664

Wages and salaries include €1,216 thousand relating to outsourced personnel, mainly of

the parent company.

Average number of employees by category

1st Half of 2018 1st Half of 2017 Change
Managers 14 15 (1)
Administrative and commercial staff 337 311 26
Workers 334 315 19
Outsourced personnel 62 39 23
Total 747 680 67

Average number of employees by Group company

Managers White
collars
Blue
collars
Outsourced
personnel
Total
1st Half
2018
Total
1st Half
2017
Change
Parent Company 6 207 228 58 499 463 36
Cembre Ltd. 3 31 71 105 99 6
Cembre Sarl 1 20 7 1 29 27 2
Cembre España SLU 1 29 10 3 43 42 1
Cembre Inc. 2 23 6 31 26 5
Total 14 337 334 62 747 680 67
Cembre GmbH 1 16 5 22 23 (1)
IKUMA GmbH & Co. KG 11 7 18 n.a. 18

The increase in personnel costs is due mainly to the increase in the number of employees of the parent company and of the UK subsidiary, in addition to personnel contributed by newly acquired company IKUMA KG.

21. OTHER OPERATING COSTS

1st Half of 2018 1st Half of 2017 Change
Sundry taxes 383 355 28
Losses on receivables 10 3 7
Capital losses 13 2 11
Donations 19 16 3
Other 304 205 99
Total 729 581 148

Item Other includes prevalently sundry costs incurred by the parent company.

22. FINANCIAL INCOME (EXPENSE)

1st Half of 2018 1st Half of 2017 Change
Discounting of guarantee credit (22) (22)
Bank loans and overdrafts (2) (2)
Other financial charges (1) (4) 3
(3) (4) (20)
Interest earned on bank account balances 3 10 (7)
Other financial income 63 (63)
3 73 (70)
Financial income (expense) (21) 69 (90)

23. INCOME TAXES

Income taxes are made up as follows:

1st Half of 2018 1st Half of 2017 Change
Current taxes (4,082) (3,894) (188)
Deferred taxes 347 (163) 517
Net extraordinary gains 13 (15) 28
Total (3,722) (4,072) 357

In view of the complexity of the calculation and the immateriality of the difference between theoretical and actual tax expense recorded in the past, taxes for some foreign subsidiaries were calculated based on the theoretical tax rate. We therefore limit our analysis to the comparison between actual tax and theoretical tax expense for the 1st Half of 2018 and the 1st Half of 2017, postponing a reconciliation to the financial statements at December 31, 2018.

1st Half of 2018 1st Half of 2017
Profit before taxes 15,421 14,222
Income taxes (3,722) (4,072)
Effective tax rate 24.14% 28.63%
Theoretical tax rate (*) 27.90% 27.90%

(*)Tax rate of the parent company (IRES + IRAP)

The decrease of the Effective Tax Rate descended from the application of "Patent Box Regime", whose positive effect on the 1st Half of 2018 amounted to €0.6 million. The agreement with tax authorities for the application of this Regime was signed December 22, 2017, so it was not included in the 1stHalf of 2017 accounts.

At June 30, 2018 there were no temporary differences and loss carry‐forwards on which no deferred tax asset or liability had been recorded.

1st Half of 2018 1st Half of 2017
Elimination of unrealized intra‐group profits in stock 209 (117)
Average cost valuation of inventories by the parent 98 (25)
Provision for doubtful accounts of parent company (1) 10
Differences on amortization and depreciation of parent company 3
Average cost valuation of inventories by the parent (66) (80)
Accelerated depreciation 4
IKUMA customer list 10
Gains on IKUMA inventories 42
IKUMA trademark 3
Other 49 45
Prepaid/deferred taxes for the period 347 (163)

Deferred and prepaid taxes

24. COMPREHENSIVE INCOME

The Cembre Group choose to adopt IAS 1 Revised providing for the use of a single table to report its comprehensive income. In particular, the economic effects recorded directly under Shareholders' Equity are reported separately and result as an increase or decrease of net profit for the period. At June 30, 2018, the only difference relates to foreign exchange translation differences arising upon consolidation on the translation into euro of the financial statements of companies whose functional currency is not the euro.

25. EARNINGS PER SHARE (BASIC AND DILUTED)

Earnings per share are calculated by dividing net profit by the weighted average number of shares in circulation for the period, excluding treasury shares held at the end of the period, equal to 282,541.

1st Half of 2018 1st Half of 2017
Consolidated net profit (€'000) 11,699 10,150
No. of ordinary shares ('000) 16,717 16,848
Basic and diluted earnings per share 0.70 0.60

26. NET FINANCIAL POSITION

The net financial position of the Group amounted at June 30, 2018 to a surplus of €3,977 thousand, down on December 31, 2017 due to the acquisition of IKUMA, to capital expenditure made in the first six months of the year and the payment of dividends for financial year 2017.

At June 30, 2018, the Group had no outstanding debt involving covenants or negative pledges. Below we include the Net Financial Position of the Group, as provided by Consob in Regulation DEM/6064313 dated July 28, 2006.

1st Half of 2018 1st Half of 2017
A Cash 14 51
B Bank deposits 16.487 20.181
C Cash and equivalents (A+B) 16.501 20.232
D Financial receivables
E Current bank debt (9.333)
F Current financial debt (E) (9.333)
G Net current financial position (C+D+F) 8.645 20.232
H Non‐current bank debt (4.668)
I Non‐current financial debt (H) (4.668)
J Net financial position (G+I) 3.977 20.232

27. RELATED PARTIES

Payables Receivables Revenues Purchases
Cembre Ltd. 942 44 4,500 338
Cembre S.a.r.l. 570 3,085 4
Cembre España S.L.U. 1,029 3,133 2
Cembre GmbH 707 8 1,991 26
IKUMA GmbH & Co. KG 3 5
Cembre Inc. 833 4,695 1
TOTAL 4,084 52 17,409 371

The table that follows shows transactions between the parent company and its subsidiaries at June 30, 2018.

Revenues above include revenues from the charging to subsidiaries of costs incurred in information technology services provided and of royalties for the use of the Cembre trademark, amounting to €240 thousand.

With reference to assets and liabilities relating to subsidiaries shown above, we confirm that transactions with the same and with related parties fall within the scope of normal operating activities.

Among assets leased to Cembre by third parties are an industrial building adjacent to the Company's registered office measuring a total of 5,960 square meters on three floors, in addition to the Monza, Padua and Bologna sales offices, all of which are owned by company Tha Immobiliare S.p.A., with registered office in Brescia, controlled by Giovanni Rosani and Sara Rosani, directors of Cembre S.p.A. Lease paymentsfor the 1st Half of 2018 amounted to €266 thousand. Rent is in line with market conditions. It is in the Company's interest to benefit from the continuity of office space reducing the risk of early termination of leases. At June 30, 2018, all amounts due to Tha Immobiliare had been settled.

Cembre Ltd. leased an industrial building from Borno Ltd., a company controlled by Lysne S.p.A.. Rent for the 1st Half of 2018 amounted to £60 thousand, in line with market conditions.

1st Half of 2018 1st Half of 2017 Change
Rent paid to related parties 334 335 (1)

In the context of the acquisition of IKUMA KG, the German subsidiary recorded under its liabilities €1,978 thousand. This amount represents the discounted value of the liability towards the sellers and directors of the company (nominal value €2,000), to be paid in four installments in years 2019‐2022 contingent upon the respect of certain contractual terms. The discounted non‐current portion of the liability amounts to €1,480 thousand. Furthermore, Cembre GmbH recorded a liability of €268 thousand towards the same counterparties, relating to the adjustment of the purchase price of IKUMA KG calculated on future performance on results of the company as at April 30, 2018.

Cembre S.p.A. does not have direct relationships with its parent company Lysne S.p.A. of any other nature than that of the exercise of shareholders' rights on the part of the parent. Lysne S.p.A. does not carry out any management or coordination activity with respect to Cembre S.p.A.

Boards' compensation

In the 1st Half of 2018, compensation for the Board of Directors and the Board of Statutory Auditors amounted to:

Statutory Auditors Directors
Emoluments as directors and auditors of the parent company 44 311
Retribution as employees 477
Non‐monetary benefits 10

Non‐monetary benefits relate to the use of a company car and insurance policies underwritten in favor of directors.

Consistent with its remuneration policy, the Company introduced a variable compensation based on medium‐ and long‐term objectivesfor its Managing Director. This remuneration will be paid out in 2021 contingent on the achievement of objectives set for financial years 2018‐2020 by the Board of Directors, upon proposal of the Remuneration Committee. The Company prudentially accrued a provision of €25 for the part relating to the 1st Half of 2018.

28. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Group does not make significant use of derivative instruments to hedge against interest risk and currency exposure.

The short term maturity of a large part of the financial instruments held is such that their carrying value is in line with their fair value of the same.

Risks connected with the market

The Group faces these risks with ongoing innovation, the widening of the product range and the upgrade of its production process, implementing focused marketing policies also with the help of its foreign subsidiaries.

Interest rate risk

In April, the parent company was extended by Banca Intesa two loans amounting respectively to €10 million – expiring in October 2019 and bearing a 0.04% fixed interest – and €4 million – expiring in April 2020 and bearing a 0.05% fixed interest. The nature of the interest rate applied and the relatively short maturity of the loans are such as to protect the Group from interest rate fluctuations.

Currency risk

Despite a strong international presence, the Group does not have a significant exposure to currency risk (on an operating or equity basis), as it operates mainly in the euro area, the currency in which its trade transactions are mainly denominated.

Exposure to currency risk is determined mainly by sales in US dollars and British pounds. The size of these transactions is not significant in influencing the overall performance of the Group.

As described in the consolidation principles section, financial statements of consolidated companies prepared in currencies other than the euro are translated into euro at the exchange rate published on the Internet site of the Ufficio Italiano Cambi.

In addition to currency risk, the Group is also exposed to currency translation risk. As described in the consolidation principles section, in fact, financial statements of consolidated companies prepared in currencies other than the euro are translated into euro at the exchange rate published on the Internet site of the Ufficio Italiano Cambi.

In the table that follows we report the economic effect of possible fluctuations in exchange rates for main financial figures of consolidated companies operating outside the euro area.

Currency Exchange rate
fluctuation
Effect on
Shareholders'
Equity
Effect on sales Effect on pre‐tax
profit
Cembre Ltd. GBP 5% / ‐5% 612 / (612) 526 / (526) 55 / (55)
Cembre Inc. USD 5% / ‐5% 362 / (362) 358 / (358) 48 / (48)

At June 30, 2018, the effect of foreign‐exchange transactions, net of currency hedging, was negative by €50 thousand.

Liquidity risk

The exposure of the Group to liquidity risk is not material as its financial position is balanced. The collection and payment cycle is also in balance, as shown by the ratio of current assets to current liabilities which is considerably above 2.

Credit risk

Exposure to credit risk relates exclusively to trade receivables.

As shown in note 5, none of the areas in which the Group operates poses relevant credit risks.

Operating procedures limit the sale of products or services to customers who do not possess an adequate credit profile or provide secured guarantees. Receivables matured over 12 months and those under litigation are widely covered by the provision for bad debt accrued. Cembre moreover holds an insurance policy against commercial credit risk with a primary insurance company, allowing it to reduce further exposure to credit risk.

29. SUBSEQUENT EVENTS

No event having significant effects on the Group's financial position or operating performance occurred after June 30, 2018.

30. CONSOLIDATED COMPANIES

The consolidation area has changed from December 31, 2017 as a result of the acquisition by the German subsidiary of the entire capitalstock of IKUMA GmbH & Co. KG and IKUMA Verwaltungs GmbH, both German companies based in Weinstadt, near Stuttgart.

Company Registered office Share capital Share held at
June 30, 2018
Share held at
Dec. 31, 2017
Cembre Ltd. Sutton Coldfield
(Birmingham ‐ UK)
£ 1,700,000 100% 100%
Cembre Sarl Morangis
(Paris)
€ 1,071,000 100% 100% (*)
Cembre España S.L.U. Torrejón de Ardoz
(Madrid)
€ 2,902,000 100% 100% (*)
Cembre GmbH Munich
(Germany)
€ 10,112,000 100% 100% (*)
Cembre Inc. Edison
(New Jersey , US)
US\$ 1,440,000 100% 100%(**)
IKUMA GmbH & Co. KG Weinstadt
(Germany)
EURO 40,000 100% (*)
IKUMA Verwaltungs
GmbH
Weinstadt
(Germany)
EURO 25,000 100% (*)

Companies consolidated line‐by‐line are:

(*) held through Cembre GmbH

Brescia, September 11, 2018

THE CHAIRMAN AND MANAGING DIRECTOR OF CEMBRE S.P.A.

Giovanni Rosani

Attestation of the Half-year Condensed Financial Statements

pursuant to art 154-bis Paragraph 5, of Legislative Decree 58 dated Feb. 24, 1998 "Consolidated Law on financial intermediation regulations" and subsequent integrations and updatings

The undersigned Giovanni Rosani and Claudio Bornati in their capacity respectively of, Managing Director and Manager responsible for preparing the financial reports of Cembre S.p.A., attest, pursuant to article 154-bis, paragraphs 3 and 4 of Legislative Decree no.58 dated February 24, 1998, as amended and integrated:

  • the adequacy in relation to the characteristics of the company, and
  • the application of

administrative and accounting procedures used in the preparation of the Half-year Condensed Financial Statements for the 1st Half of 2018.

It is furthermore attested that the Half-year Condensed Financial Statements for the 1st Half of 2018:

• correspond to the document results, books and accounting records;

• have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and Counsel dated July 19, 2002;

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

It is furthermore attested that the Report on Operations includes reference to important events that occurred in the first six months of the year and their impact on the condensed consolidated interim financial statements, along with a description of the main risks and uncertainties for the six remaining months of the year, in addition to information on significant related-party transactions. The interim management statement also contains a reliable analysis of the information on significant transactions with related parties.

Brescia, September 11, 2018

signed by signed by Giovanni Rosani Claudio Bornati

the Chairman and the Manager responsible for Managing Director preparing the financial reports