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Neodecortech Interim / Quarterly Report 2022

May 12, 2022

4087_rns_2022-05-12_ac3e0c94-e950-4d26-b531-aa5957d47f65.pdf

Interim / Quarterly Report

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LBG/MLN/git - RC003122022BD0130

Review report on interim condensed consolidated financial statements as at March 31, 2022

To the shareholders of Neodecortech S.p.A.

Introduction

We have reviewed the accompanying interim condensed consolidated financial statements as of March 31, 2022, and the related consolidated income statement, consolidated income statement of comprehensive income, consolidated statement of financial position, consolidated statement of change in equity and consolidated cash flows for the three-month period then ended, and related notes, of Neodecortech S.p.A. and its subsidiaries (Neodecortech Group).

Management is responsible for the preparation of this interim condensed consolidated financial statements in accordance with the International Financial Accounting Standards applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on this interim condensed consolidated financial reporting based on our review.

Scope of review

We conducted our review in accordance with review standard recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of July 31, 1997. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the interim condensed consolidated financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements of Neodecortech Group as of March 31, 2022, are not prepared, in all material respects, in accordance with the International Financial Accounting Standards applicable to interim financial reporting (IAS 34) as adopted by the European Union.

Milan, May 12, 2022

BDO Italia S.p.A. Signed by

Lelio Bigogno Partner

Bari, Bologna, Brescia, Cagliari, Firenze, Genova, Milano, Napoli, Padova, Palermo, Roma, Torino, Verona

Interim Management Statement at 31 March 2022

Financial Statements prepared in accordance with IAS/IFRS

Amounts in Euro

Neodecortech S.p.A. Via Provinciale, 2 24040 Filago, Bergamo

Tel +39 035996111 Fax +39 035995225 [email protected]

Tax Code and Company Register 00725270151 VAT CODE IT 02833670165 R.E.A. BG - 193331

Share Capital € 18,804,209.37 fully paid up www.neodecortech.it

Summary

Interim Management Statement at 31 March 2022 __________ 1
The Neodecortech Group ____________ 4
Corporate bodies ____________ 5
Group structure ______________ 7
Financial highlights of the Neodecortech Group _______ 8
Directors' Comments _______________ 11
Significant events during the quarter _________ 12
Business and market outlook ______________ 14
Consolidated financial statements at 31 March 2022 ______ 16
Consolidated Income Statement at 31 March 2022 _________ 17
Consolidated statement of comprehensive income at 31 March 2022 _______ 17
Consolidated Statement of Financial Position at 31 March 2022 _____ 18
Consolidated statement of changes in equity at 31 March 2022 ______ 19
Consolidated statement of cash flows at 31 March 2022 ___________ 20
Notes _______________ 22
Accounting standards and preparation criteria _______ 23
Scope of consolidation _____________ 23
Main Alternative Performance Measures (APMs) ___________ 23
Notes on the main changes in the consolidated financial statements ________ 24
Revenue by division, type of business and geographical area _______ 25
Related party transactions __________ 27
Other supplementary information __________ 29
Atypical and/or unusual transactions during the quarter ______ 29
Compliance with the simplified system under Articles 70 and 71 of the Issuer Regulation ____ 30
Significant events after 31 March 2022 _____________ 30
Treasury shares and shares of the Parent Company ________ 30

The Neodecortech Group

Corporate bodies

Board of Directors (1)
Chairman Luca Peli
Director, Chief Executive Officer Luigi Cologni
Executive Director Massimo Giorgilli
Non-Executive Director Gianluca Valentini
Non-Executive Director Vittoria Giustiniani
Independent Non-Executive Director Adriano Bianchi*
Independent Non-Executive Director Sara Bertolini*
Independent Non-Executive Director Ida Altimare*
Independent Non-Executive Director Cinzia Morelli*
(*) Independent Director pursuant to Article 148 of the TUF and Article 3 of the Corporate Governance Code.

Board of Statutory Auditors (2) Chairman Stefano Santucci Standing Auditor Federica Menichetti Standing Auditor Stefano Zonca Alternate Auditor Davide Mantegazza Alternate Auditor Marinella Monterumisi

Financial Reporting Manager (3) Fabio Zanobini

Committees (4)

Remuneration and Appointments Committee Ida Altimare (Chairman)

Vittoria Giustiniani Cinzia Morelli Control and Risk Committee Adriano Bianchi (Chairman) Luca Peli Ida Altimare

Related Party Committee Sara Bertolini (Chairman) Cinzia Morelli Adriano Bianchi

Supervisory Board (5) Ettore Raspadori (Chairman) Federica Menichetti (6)

Independent Auditors (7) BDO Italia S.p.A.

(1) The Board of Directors of Neodecortech S.p.A. in office was appointed on 27 April 2022 and will remain in office for three financial years until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2024.

(2) The Company's Board of Statutory Auditors was appointed on 24 February 2020 and will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2022.

(3) Fabio Zanobini was appointed Financial Reporting Manager by the Board of Directors on 25 June 2020, pursuant to Article 154 bis of the TUF.

(4) The Board of Directors of Neodecortech S.p.A. resolved on 28 April 2022 to establish (i) a Remuneration and Appointments Committee; (ii) a Control and Risk Committee; (iii) a Related Party Committee.

(5) The Board of Directors of Neodecortech S.p.A. passed a resolution on 31 January 2020 appointing Mr. Raspadori and Ms. Menichetti as members of the Supervisory Board of the Company for three financial years, therefore, until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2022.

(6) Ms. Menichetti also holds the position of standing auditor of Neodecortech S.p.A.

(7) The nine-year statutory audit assignment pursuant to Article 17 of Legislative Decree 39/2010 of the Italian Civil Code for the financial years 2020-2028 was granted by the Ordinary Shareholders' Meeting on 9 December 2019.

Group structure

The Group structure at 31 March 2022, 31 December 2021 and 31 March 2021 is shown below.

Neodecortech S.p.A. 100% Cartiere di Guarcino S.p.A. 100% Bio Energia Guarcino S.r.l.

At 31 March 2022, the companies forming the Group are:

NDT

Neodecortech S.p.A.

registered and operating offices in Filago (BG) and other operating offices in Casoli d'Atri (TE), heads up the core business of the Group and is active in the printing and impregnation of paper, in the printing and finishing of thermoplastic film, and in the production of laminates at the Casoli headquarters. Neodecortech's goal is to act as a highly proactive decorative surfaces partner for customers in the interior design and flooring industry, through constant monitoring and interpretation of new stylistic trends.

The Parent Company performs the following functions for its subsidiaries:

  • (i) legal and corporate affairs,
  • (ii) administration and investments,
  • (iii) strategic planning and business development,
  • (iv) Internal Audit, Compliance & Risk Management.

CDG

Cartiere di Guarcino S.p.A.

registered office in Guarcino (FR), specializes in the production of decorative papers that subsequently undergo other stages of processing: printing or directly impregnation with thermosetting resins and hot pressing. The company operates on the national and international markets through a network of agents.

BEG

Bio Energia Guarcino S.r.l.

registered office in Guarcino (FR), owns the cogeneration plant in operation since May 2010 for the self-production of electrical and thermal energy that satisfies a large part of the energy needs of CDG.

Financial highlights of the Neodecortech Group

Income statement

31 M
ARCH 2022
%
31 M
ARCH 2021
%
% change
Chg.
49.229
100,0%
39.603
100,0%
9.626
24,3%
1.156
2,3%
573
1,4%
583
101,7%
o
tal R
evenue
50.385
102,3%
40.176
101,4%
10.209
25,4%
IT
D
A
4.216
8,6%
5.088
12,8%
(872)
(17,1%)
2.283
4,6%
2.148
5,4%
135
6,3%
50
0,1%
87
0,2%
(37)
(42,5%)
IT
1.883
3,8%
2.854
7,2%
(971)
(34,0%)
Financial highlights of the Neodecortech Group
Income statement
The table below shows the main consolidated income statement figures:
(Euro thousands)
Revenue from sales and services
Other revenue
T
EB
Amortization and depreciation
Allocations
EB
P
ro
fit (lo
ss) fo
r the year
4.216 8,6% 1.758 4,4% 2.458 139,8%
in Revenue from Sales and Services (+24.3%) and the strong increase in Other Revenue of € 583 thousand. The latter change is due primarily to the recognition at 31 March 2022 of tax credits for € 548 thousand to the subsidiary Cartiere

Total revenue at 31 March 2022 increased by 25.4% versus the same period of the prior year, a result of the sharp rise in Revenue from Sales and Services (+24.3%) and the strong increase in Other Revenue of € 583 thousand. The latter change is due primarily to the recognition at 31 March 2022 of tax credits for € 548 thousand to the subsidiary Cartiere di Guarcino (energy-intensive), pursuant to Article 15 of Law Decree no. 4/2022.

The reduction of € 872 thousand in EBITDA at 31 March 2022 versus the figure at 31 March 2021 and the lower margins are attributable mainly to the increase in the prices of strategic raw materials, a trend that continued into first quarter 2022, compounded by the outbreak of the Russian-Ukrainian conflict, which has not been completely transferred to end customers yet for the parent company Neodecortech S.p.A. and the subsidiary Cartiere di Guarcino S.p.A.; as for Bio Energia Guarcino S.r.l, on the other hand, the increase in the cost of fuel and the reduction in legal incentives for 2022 were not followed by an increase in energy prices sufficient enough to offset their effects.

Net profit for the period ended 31 March 2022 of € 4,216 thousand, up by € 2,458 thousand versus 31 March 2021, is the result of the one-off financial impact from the write-off in the Parent Company's financial statements of both the payable to MICA for € 5,082 thousand (including principal and accrued interest), and of the receivable from Andreotti Fotoincisioni S.p.A. for € 1,312 thousand (including principal and accrued interest), as they are definitively time-barred, generating a positive effect (also net of tax) of € 2,865 thousand.

As a result, adjusted net profit for the three months ended 31 March 2022 came to € 1,351 thousand (2.7% of revenue), down by € 407 thousand (-23.2%) versus net profit for the three months ended 31 March 2021.

For further detailed comments, reference should be made to "Notes to the main changes in the consolidated financial statements".

Financial results

The table below shows the main consolidated financial indicators:

2021 Chg. % change

The increase in net financial debt of € 1,954 thousand, despite the write-off of the payable to MICA amounting to € 5,082 thousand, is due, in particular, to the following temporary effects: (i) greater resort to short-term debt lines for the subsidiary Cartiere di Guarcino to cover working capital requirements, partly linked to the longer time taken for credit collection from Russian customers due to the embargo; (ii) cash use by the subsidiary Bio Energia Guarcino to meet animal by-products supplies, a strategic raw material; (iii) for Neodecortech to a lower cash flow generated due to delays in transferring the higher raw material costs in the prices applied to end customers.

For further detailed comments, reference should be made to "Notes to the main changes in the consolidated financial statements".

Balance sheet figures at 31 March 2021 are shown for comparison.

(Euro tho usands) 31M ARZO 2022 31M ARCH 2021 Chq.
Net Working Capital 32.728 27.786 4.942
Equity 74.729 63.508 11.221
Net Financial Debt (31299) (37.428) . 6.129

Directors' Comments

Significant events during the quarter

Considering the requirements of CONSOB in the Warning Notices issued with regard to COVID-19 in the provision of financial disclosures, it should be noted that the Group's consolidated operating and financial figures at 31 March 2022 were not materially impacted by the COVID-19 pandemic.

The Group continued to comply with national pandemic containment rules and the observance and adoption of safety protocols on the health of workers and third parties, also managing a few non-serious COVID positive cases among employees.

Specifically, the safety protocols were further updated following entry into force of the provisions set forth in Law Decree no. 172 of 26/11/2021 "Urgent measures for the containment of the COVID-19 epidemic and for the safe performance of economic and social activities", Law Decree no. 221 of 24 December 2021, Law Decree no. 229 of 30 December 2021 "Urgent measures for the containment of the spread of the COVID-19 epidemic and provisions on health surveillance" and Law Decree no. 1 of 7 January 2022, which required, from 15 February 2022, the obligation to check the super green pass for workers aged over 50. With Law Decree 24/2022 effective as from 25 March 2022, the Group adapted its safety protocols to the new provisions, as from 1 April 2022, no longer requiring the obligation to check the enhanced super green pass for workers over 50.

Therefore, taking account of a credit risk that remains low and the operating and financial results reported in first quarter 2022 and the operating and financial forecasts for 2022 reflected in the 2021-2023 Business Plan and the 2022 Budget, no critical issues or uncertainties were found regarding business continuity as a result of the COVID-19 pandemic; the pandemic itself continues not to represent an indicator of impairment of the Group's tangible and intangible assets.

First quarter 2022 witnessed the continued growth trend seen since mid-2020 and throughout 2021, albeit at a slower pace. The entire production chain in which Neodecortech and Cartiere di Guarcino operate worked at full capacity. However, the order backlog, while still higher than the usual levels seen until the end of 2019, declined slightly. Raw material prices, which continued to increase in first quarter 2022, due also to the outbreak of the Russian-Ukrainian conflict, have yet to see the hoped-for retracements.

The ongoing increase in the prices of all the Group's strategic materials (resins, decorative paper, plastics, titanium dioxide and cellulose, and animal by-products), as well as the increases in the cost of energy carriers, has forced Neodecortech and Cartiere di Guarcino to continue their policy of transferring the increases in sales prices to end customers. Such a transfer in first quarter 2022 took place almost entirely and quickly for Cartiere di Guarcino, while for Neodecortech the process was more difficult and took longer, with a resulting drop in margins. This mood is expected to last until at least mid-2022 in all sales areas in which the two Group companies operate. In line with the 2022 Budget, however, this lower margin is expected to be gradually restored in the second half of the year, thanks to the completion of the transfer of costs to the prices charged to customers.

The Ukrainian-Russian conflict, which broke out on 24 February, has unquestionably had an impact on the continuing price increases in the cost of electricity and gas and in the price of raw materials used, but has not led to an interruption of activities at the Group's three production plants. Specifically, the Group's most energy-intensive company, Cartiere di Guarcino, continued to function according to the annual production plan that calls for maintenance-related stoppages, and is still fully operational. All this thanks to the supply of electricity by the subsidiary Bio Energia Guarcino, which operates an internal network with respect to Cartiera, and to the fact that BEG benefits from increases in the price of energy, despite the high costs of the biomass burned (sustainable bioliquids originating from the national supply chain, animal by-products).

That said, despite the fact that the Group does not source (except to a limited extent for the purchase of titanium dioxide from Ukraine), has not invested, has not carried out development activities and has only marginal sales in both Russia and Ukraine, no estimates can be currently made on the magnitude and length of the impact of this conflict on the consumption propensity of furniture and flooring buyers, as well as on the possible availability of strategic raw materials and on energy carrier costs.

This situation, in addition to the decline in margins for the first quarter, led to a temporary increase in financial debt due to greater use of short-term lines, primarily in order to procure strategic raw materials in advance (titanium dioxide for Cartiere di Guarcino and animal fat for Bio Energia Guarcino), and to a slight delay in collection from Russian customers, which, however, returned to normal in April.

With regard to the CONSOB notice of 7 March 2022, aimed at compliance with the restrictive measures adopted by the EU in response to the Russian military aggression in Ukraine, it should be noted that the Group is complying with all the measures introduced by the European Union. Additionally, from an IT point of view, the Group has adopted stringent business continuity plans, guaranteeing the full operation of back-ups, including offline solutions, to protect company systems and data from possible cyber-attacks, which could intensify following the Russian-Ukrainian conflict.

With specific regard to the subsidiary Bio Energia Guarcino, in first quarter 2022, the unit value of the incentives dropped sharply from 109.36 €/MWh in 2021 to 42.85 €/MWh in 2022, as a result of a reference price of electricity in 2021 of 125.06 €/MWh. The price of fuel - sustainable supply chain bioliquids, animal by-products - after a slight drop in January and February, saw a further increase in March, with unit prices rising above 1,400€/tonne, due to the high prices of vegetable oils. Conversely, the price of energy, due also to the outbreak of the Russian-Ukrainian war, kept steady above 200 €/MWh, with peaks at times above 300 €/MWh, in a relevant context that remains extremely volatile.

Against this backdrop, Bio Energia Guarcino operated the three motor-generators in a modular way, in an effort to follow the trend of the energy and bioliquids market, with the primary goal of supplying Cartiere di Guarcino at cost-effective conditions. First quarter 2022 therefore saw a decline in margins versus the prior year, a lower contribution to the Group's margin in the first quarter and a greater resort to short-term credit lines to enable fuel procurement and stocks for the coming months.

This pending the hoped-for change in the regulatory framework pursuant to the Legislative Decree - published in the State Gazette on 30.11.2021 - which implemented Directive 2009/28/EC of the European Parliament and of the Council of 23 April 2009 (the so-called RED II Directive), which should ensure the BEG plant to operate independently of the volatility of the raw materials - sustainable bioliquids - and energy markets.

The Company has acted in conjunction with the trade association to put forward, as part of the implementation of the RED II Directive and the related implementing decrees, a proposal to modify the incentive framework for plants powered by domestic biofuels and functional to manufacturing companies which, if transposed, would provide for the:

  • Extension of the aid for bioliquid plants as described above until at least 2030 (the current incentive system ceases in 2025).
  • Introduction, in a manner similar to the provisions of articles 63, 64 and 65 of the ARERA Resolution no. 111/2006 for so-called essential plants for the electricity system, of a revenue reintegration scheme.

With regard to the above, on 14 March 2022, the Board of Directors of Bio Energia Guarcino approved an impairment test, prepared by an independent third party consultant pursuant to IAS 36 (also approved by the Board of Directors of Cartiere di Guarcino S.p.A, again on 14 March 2022, and by the Board of Directors of Neodecortech S.p.A. on 16 March 2022), regarding the recoverability of the carrying amount of the tangible fixed assets of the subsidiary BEG and the carrying amount of the investment held by Cartiere di Guarcino (in turn wholly-owned by Neodecortech S.p.A.) in Bio Energia Guarcino. The conclusions of the impairment test, which was supported by analyses carried out by the appointed consultant and based on projections inferred from the 2022-2030 business plan prepared by the Management of the subsidiary Bio Energia Guarcino and approved by the Board of Directors on 14 March 2022, showed that the recoverable value was higher than both the carrying amount of the tangible fixed assets of Bio Energia Guarcino and the carrying amount of the investment held by the subsidiary Bio Energia Guarcino in Cartiere di Guarcino.

The results of the impairment test are still valid at today's date, as the sensitivity analysis prepared entailed two assumptions: a +/- 1% change in the WACC rate applied and a +/-5% weighting of the scenarios relating to entry into

force of the incentive system. Despite these substantial changes, the performance of the impairment test, including the above sensitivity analyses envisaged the presence of minor impairment losses, exclusively in the event that the incentives come into effect in 2024. At 31 March 2022 therefore, the carrying amount of the net invested capital referred to the subsidiary BEG recorded in the Group's consolidated financial statements can be deemed to be balanced.

In first quarter 2022, the Group continued with its budgeted investment plan. Specifically, an agreement was signed for the purchase of a new impregnating machine, which will be delivered and come into operation in mid-2023 to support the expected growth in volumes of impregnated decorative paper for Neodecortech S.p.A.; as for Cartiere di Guarcino S.p.A., the development of Velvet Paper and, again in terms of innovation, of paper for food use will resume in 2022; the positive outcome from these two new product lines is expected to increase turnover.

The payable arising from the loan taken out by NDT (formerly Confalonieri Fratelli di Mario S.p.A.), on its own behalf and on behalf of Andreotti Fotoincisioni S.p.A. (formerly a Confalonieri Group company) on 20 February 1997 with the Ministry of Industry, Trade and Crafts (the "MICA", now MISE), amounting to approximately 5.7 billion lire (€ 2,943 thousand) in principal (the "MICA Loan"), for which the last repayment instalment was due on 20 February 2012, was definitively timebarred on 20 February 2022. The receivable due from Andreotti Fotoincisioni S.p.A., to which the Company had transferred part of the MICA loan due to it, was equally time-barred.

In this regard, it should be noted that the repayment obligations of the MICA Loan could have been reasonably considered already time-barred, in accordance with the provisions of Article 55 of the Bankruptcy Law and in the absence of claims of debt by MICA, as from 7 April 2011.

Nonetheless, the Company's directors, partly on the basis of the relevant legal opinions obtained and in the absence of significant case law on the matter, have decided to prudently continue to record in the Consolidated Financial Statements both the amount due to MICA and the related receivable due from Andreotti Fotoincisioni S.p.A., in view of the application of ordinary civil law provisions which, in the case of loan agreements, envisage that the ten-year limitation on the right to repayment starts to run as from the date of expiry of the last instalment.

Therefore, as from 20 February 2022, both the payable to MICA of € 5,082 thousand (including principal and accrued interest) and the receivable from Andreotti Fotoincisioni S.p.A. of € 1,312 thousand (including principal and accrued interest) have been written off from the financial statements of the Parent Company, generating an extraordinary positive impact on the results in the Group's consolidated financial statements of first quarter 2022 of € 2,865 thousand (net of the tax effect), and on the reduction of the Parent Company and Group financial debt by € 5,082 thousand.

On 15 March 2022, the Board of Directors approved, for the first year on a voluntary basis, the 2021 Consolidated Non-Financial Statement, subject to limited assurance by Deloitte & Touche S.p.A., in accordance with the criteria set out in ISAE 3000 Revised.

Business and market outlook

In keeping with the trend of the first quarter, estimates for second quarter 2022, in line with the approved budget, point to continued growth in revenue. Given the unlikely retraceability of the prices of strategic raw materials and energy carriers, due also to the continuing Russian-Ukrainian conflict, margins can only partly recover, due to the effects of the completion of the transfer of the increase in the cost of raw materials in recent months to end customers, both for Neodecortech S.p.A. and Cartiere di Guarcino S.p.A.; additionally, as already mentioned, a slowdown in orders has started to be seen as from the beginning of April, although the order book continues to be sizeable and above the average

reported in ordinary years. This confirms the general climate of uncertainty brought by the ongoing Russian-Ukrainian conflict.

Instead, no particularly negative impacts are expected from the trend of the COVID-19 pandemic.

With regard more specifically to Bio Energia Guarcino S.r.l., and pending the new regulatory incentive framework, despite forecasts that point to a rise in the cost of fuel and given the low incentives, the plant is expected to continue operating at cost-effective conditions also for the second quarter, adjusting the operation of the plant.

Taking account of all the above considerations, in light of current events and as far as we can assess at today's date, the Group believes it can achieve the targets set in the 2022 Budget, approved on 14 December 2021. This document expects to maintain operating and financial results basically in line and consistent with 2021.

Consolidated financial statements at 31 March 2022

Consolidated Income Statement at 31 March 2022

Consolidated Income Statement at 31 March 2022
(Euro thousands) 31 M
ARCH 2022
% 31 M
ARCH 2021
% Chg. % change
R
evenue fro
m sales and services
Changes in work in progress, semi-finished and finished
49.229 100,0% 39.603 100,0% 9.626 24,3%
products 3.250 6,6% (93) (0,2%) 3.343 (3594,6%)
Other revenue 1.156 2,3% 573 1,4% 583 101,7%
Value o
f P
ro
ductio
n
53.635 109,0% 40.084 101,2% 13.551 33,8%
Raw and ancillary materials and consum. (36.212) (73,6%) (23.330) (58,9%) (12.882) 55,2%
Other operating expense (7.707) (15,7%) (6.157) (15,5%) (1.550) 25,2%
Value A
dded
9.716 19,7% 10.596 26,8% (880) (8,3%)
Personnel expense (5.500) (11,2%) (5.508) (13,9%) 8 (0,1%)
EB
IT
D
A
4.216 8,6% 5.088 12,8% (872) (17,1%)
Amortization and depreciation (2.283) (4,6%) (2.148) (5,4%) (135) 6,3%
Allocations (50) (0,1%) (87) (0,2%) 37 (42,5%)
EB
IT
1.883 3,8% 2.854 7,2% (971) (34,0%)
Financial expense (1.627) (3,3%) (451) (1,1%) (1.176) 260,8%
Financial income 5.272 10,7% 43 0,1% 5.229 12160,5%
P
ro
fit/
(lo
ss) befo
re tax
Income tax
5.528
(1.312)
11,2% 2.446
(688)
6,2% 3.082
(624)
126,0%
P
ro
fit/
(lo
ss) fo
r the perio
d
4.216 (2,7%)
8,6%
1.758 (1,7%)
4,4%
2.458 90,7%
139,8%
Consolidated statement of comprehensive income at 31 March 2022
(Euro thousands) 31 M ARCH 2022 31 M
ARCH 2021
Profit/(loss) for the period 4.216 1.758
Other items of the comprehensive income statement
Actuarial gains (losses) net of tax effect 107 51
Total items that will not be reclassified in the income statement for the year 107 51
Gains/(losses) on cash flow hedging instruments 148 40
Total items that will or may be reclassified in the income statement for the year 148 40
Total other components of the comprehensive income statement 255 91

Consolidated statement of comprehensive income at 31 March 2022

Income tax (1.312) (2,7%) (688) (1,7%) (624) 90,7%
Profit/(loss) for the period 4.216 1.758
Other items of the comprehensive income statement
Actuarial gains (losses) net of tax effect 107 51
Total items that will not be reclassified in the income statement for the year 107 51
148 40
148 40
Gains/(losses) on cash flow hedging instruments
Total items that will or may be reclassified in the income statement for the year
Total other components of the comprehensive income statement 255 91
Comprehensive income/(loss) for the period 4.471 1.849
Profit for the period attributed to:
Shareholders of the Parent
Non-controlling interests 4.471 1.849
Earnings per share (in Euro):
Basic 0,30 0,13

Consolidated Statement of Financial Position at 31 March 2022

Consolidated Statement of Financial Position at 31 March 2022
A
ssets
31 M
ARCH
% 31 DECEM
BER
% Chg. % change
2022 2021
(Euro thousands)
Intangible assets 1.371 0,8% 1.551 0,9% (180) (11,6%)
Property, plant and equipment 0,4%
78.900 45,8% 78.561 46,5% 339
Other non-current assets 57 0,0% 19 0,0% 38 200,0%
Non-current financial receivables 445 0,3% 1.757 1,0% (1.312) (74,7%)
Deferred tax assets 1.906 1,1% 1.985 1,2% (79) (4,0%)
N
o
n-current assets
82.679 48,0% 83.873 49,6% (1.194) (1,4%)
Inventory 44.969 26,1% 40.603 24,0% 4.366 10,8%
Trade receivables 30.269 17,6% 26.632 15,7% 3.637 13,7%
Receivables from tax consolidation 404 0,2% 1.129 0,7% (725) (64,2%)
Tax receivables 3.654 2,1% 2.299 1,4% 1.355 58,9%
Current financial receivables 0 0,0% 0 0,0% 0 0,0%
Other current receivables 61,1%
1.746 1,0% 1.084 0,6% 662
Cash funds 8.509 4,9% 13.491 8,0% (4.982) (36,9%)
C
urrent assets
89.551 52,0% 85.238 50,4% 4.313 5,1%
T
o
tal A
ssets
172.230 100,0% 169.111 100,0% 3.119 1,8%
Equity and liabilities
31 M
ARCH
31 DECEM
BER
2022 % 2021 % Chg. % change
(Euro thousands)
Share capital 18.804 10,9% 18.804 11,1% 0 0,0%
Share premium reserve 18.864 11,0% 18.864 11,2% 0 0,0%
Other reserves 17.396 10,1% 17.348 10,3% 48 0,3%
Prior years' profit (loss) 15.449 9,0% 8.761 5,2% 6.688 76,3%
Profit (loss) for the period 4.216 2,4% 6.688 4,0% (2.472) (37,0%)
Equity 74.729 43,4% 70.465 41,7% 4.264 6,1%
Provisions for risks and charges 747 0,4% 977 0,6% (230) (23,5%)
0,7%
6.196 3,6% 6.150 3,6% 46
2.411 1,4% 2.587 1,5% (176) (6,8%)
Deferred tax
Post-employment benefits
Non-current financial liabilities
N
o
n-current liabilities
16.702
26.056
9,7%
15,1%
23.220
32.934
13,7%
19,5%
(6.518)
(6.878)
(28,1%)
(20,9%)
Equity and liabilities
2022 %
(Euro thousands)
Share capital 18.804 10,9% 18.804 11,1% 0 0,0%
Share premium reserve 18.864 11,0% 18.864 11,2% 0 0,0%
Other reserves 17.396 10,1% 17.348 10,3% 48 0,3%
Prior years' profit (loss) 15.449 9,0% 8.761 5,2% 6.688 76,3%
Profit (loss) for the period 4.216 2,4% 6.688 4,0% (2.472) (37,0%)
Equity 74.729 43,4% 70.465 41,7% 4.264 6,1%
Provisions for risks and charges 747 0,4% 977 0,6% (230) (23,5%)
Deferred tax 6.196 3,6% 6.150 3,6% 46 0,7%
Post-employment benefits 2.411 1,4% 2.587 1,5% (176) (6,8%)
Non-current financial liabilities 16.702 9,7% 23.220 13,7% (6.518) (28,1%)
N
o
n-current liabilities
26.056 15,1% 32.934 19,5% (6.878) (20,9%)
Trade payables 40.308 23,4% 39.832 23,6% 476 1,2%
Payables from tax consolidation 1.968 1,1% 816 0,5% 1.152 141,2%
Tax payables 1.142 0,7% 773 0,5% 369 47,7%
Current financial liabilities 23.106 13,4% 19.616 11,6% 3.490 17,8%
Other current payables 4.920 2,9% 4.674 2,8% 246 5,3%
C
urrent liabilities
8,7%
71.445 41,5% 65.712 38,9% 5.733
T
o
tal equity and liabilities
172.230 100,0% 169.111 100,0% 3.119 1,8%

Consolidated statement of changes in equity at 31 March 2022

Consolidated statement of changes in equity at 31 March 2022
(Euro thousands) Attributable to the shareholders of the Parent
Hedging and Equity Non- Total equity
Share Capital translation reserves Equity reserves Other reserves Treasury shares Profit (loss) for contro
the period lling
interes
ts
24.084 (421) 3.535 61.658 0 61.658
B
alance at 01/
01/
2021
17.399 (296) 17.357
Other items of the comprehensive income statement 0 146 0 (16) 0 0 130 0 130
Profit for the period 0 0 0 0 0 6.688 6.688 0 6.688
T
o
tal co
mprehensive inco
me/
lo
ss fo
r the perio
d
0 146 0 (16) 0 6.688 6.818 0 6.818
Dividend distribution 0 0 0 (1.206) 0 0 (1.206) 0 (1.206)
Allocation of prior year's profit (loss) 0 0 0 3.535 0 (3.535) 0 0 0
Other changes 1.406 (4) 1.507 5 281 0 3.195 0 3.195
B
alance at 12/
12/
2021
18.804 (155) 18.864 26.404 (140) 6.688 70.465 0 70.465
B
alance at 01/
01/
2022
18.804 (155) 18.864 26.404 (140) 6.688 70.465 0 70.465
Other items of the comprehensive income statement 0 148 0 107 0 0 255 0 255
Profit for the period 0 0 0 0 0 4.216 4.216 0 4.216
T
o
tal co
mprehensive inco
me/
lo
ss fo
r the perio
d
0 148 0 107 0 4.216 4.471 0 4.471
Dividend distribution 0 0 0 0 0 0 0 0 0
Allocation of prior year's profit (loss) 0 0 0 6.688 0 (6.688) 0 0 0
Other changes
B
alance at 31/
03/
2022
0
18.804
0
(7)
0
18.864
1
33.200
(208)
(348)
0
4.216
(207)
74.729
0
0
(207)
74.729

Consolidated statement of cash flows at 31 March 2022

31 M
ARCH 2022
31 M
4.216
1.758
1.268
617
44
72
(3.639)
407
0
0
(3)
(200)
ro
fit (lo
ss) fo
r the perio
d befo
re inco
me tax, interest,
1.886
2.654
lo
sses fro
m dispo
sals
0
0
0
59
28
50
87
2.283
2.148
0
0
(1.074)
71
ash flo
w befo
re changes in N
WC
3.205
4.988
0
(3.640)
(1.024)
(4.354)
50
476
646
(1.236)
(331)
1.815
805
0
0
ash flo
w after changes in N
WC
(3.734)
5.135
0
(155)
(332)
0
(410)
0
0
0
0
(252)
(188)
(128)
(83)
ARCH 2021
(Euro thousands)
Profit (loss) for the period
Income tax
Deferred/(prepaid) tax
Interest expense/(interest income)
(Dividends received)
(Gains)/losses from disposal of assets
1 P
dividends and gains/
Adjustments for non-monetary items that had no
balancing entry in net working capital:
Allocation to post-employment benefits
Allocations to other provisions
Amortization and depreciation of fixed assets
Write-downs for impairment losses
Other adjustments for non-monetary items
2 C
Changes in net working capital:
Decrease/(increase) in receivables from customers
Decrease/(increase) in inventory
Increase/(decrease) in payables to suppliers
Decrease/(increase) in other receivables
Increase/(decrease) in other payables
Other changes in net working capital
3 C
Other adjustments:
Interest received/(paid)
(Income tax paid)
(Gains)/losses from disposal of assets
Dividends received
(Utilization of provisions)
(Utilization of provisions for post-employment benefits)
Consolidated statement of cash flows at 31 March 2022
4 C
ash flo
w after o
ther adjustments
(4.268) 4.122
A
C
ash flo
w fro
m o
peratio
ns
(4.268) 4.122
Property, plant and equipment (2.402) (1.654)
(Purchase) (2.403) (1.657)
Disposal
Intangible fixed assets
0
(45)
3
(90)
(Purchase)
Disposal
(45)
0
(90)
0
Financial fixed assets 0 (135)
(Purchase)
Disposal
0
0
(136)
1
Current financial assets 0
(Purchase)
disposal
0
0
Proceeds from disposal of assets 3 200
B
C
ash flo
w fro
m investing activities
(2.444) (1.679)
Liabilities
Increase (decrease) in short-term bank payables
1.939
3.396
(4.127)
(3.256)
New loans
Repayment of loan
0
(944)
0
(879)
Financial liabilities to other lenders (514) (7)
Change in financial receivables from other lenders
Equity
0
(208)
15
0
Share capital increase 0 0
Sale (purchase) of treasury shares
Other changes in equity
(208)
0
0
0
C
C
ash flo
w fro
m financing activities
1.731 (4.127)
Increase (decrease) in cash funds (A
± B
± C
)
(4.982) (1.684)
Cash funds at 1 January 13.491 7.536
Cash funds at 30 M
arch
8.509 5.851
The following table shows consolidated net financial debt at 31 March 2022 versus the situation at 31 December
2021 and 31 March 2021:
(Euro thousands) 31 M
ARCH
2022
31
DECEM
BER
Chg. 31 M
ARCH
2021
Chg.
2021
A. Cash funds (8.509) (13.491) 4.982 (5.851) (2.658)
B. Cash and cash equivalents
C. Other current financial assets
0
0
0
0
0
0
0
(65)
0
65
D
. Liquidity (A
+ B
+ C
)
(8.509) (13.491) 4.982 (5.916) (2.593)
E. Current financial debt 17.087 13.608 3.479 9.419 7.668
F. Current portion of non-current financial debt 6.019 6.008 11 5.860 159
23.106 19.616 3.490 15.279 7.827
G. C
urrent financial debt (E + F
)
H
. N
et current financial debt (G - D
)
14.597 6.125 8.472 9.363 5.234
The following table shows consolidated net financial debt at 31 March 2022 versus the situation at 31 December
2021 and 31 March 2021:
2022 31
DECEM
BER
2021
2021 Chg.
A. Cash funds (8.509) (13.491) 4.982 (5.851) (2.658)
B. Cash and cash equivalents 0 0 0 0 0
C. Other current financial assets 0 0 0 (65) 65
D
. Liquidity (A
+ B
+ C
)
(8.509) (13.491) 4.982 (5.916) (2.593)
E. Current financial debt 17.087 13.608 3.479 9.419 7.668
F. Current portion of non-current financial debt 6.019 6.008 11 5.860 159
G. C
urrent financial debt (E + F
)
23.106 19.616 3.490 15.279 7.827
H
. N
et current financial debt (G - D
)
14.597 6.125 8.472 9.363 5.234
I. Non-current financial debt 16.702 23.220 (6.518) 28.065 (11.363)
J. Debt instruments 0 0 0 0 0
K. Trade payables and other non-current payables 0 0 0 0 0
L. N
o
n-current financial debt (I + J + K)
16.702 23.220 (6.518) 28.065 (11.363)

Notes

Accounting standards and preparation criteria

The Interim Management Statement for first quarter 2022 includes the Balance Sheet, Income Statement, Statement of Comprehensive Income, Statement of Cash Flows, Statement of Changes in Equity and brief notes; it has been prepared on the basis of the recognition and measurement criteria provided for by the IAS-IFRS standards adopted by the European Union. It has been made available to the public on a voluntary basis, and has been prepared in accordance with the regulations of Borsa Italiana, which establish, among the requirements for maintaining the listing on the STAR segment of the MTA market, the publication of interim reports, which are available on the Company website (www.neodecortech.it).

With regard to the relevant international accounting standards and the criteria chosen by the Group in preparing the financial statements, reference is made to the 2021 Annual Report.

The preparation of the Interim Statement has required Management to make estimates and assumptions affecting the value of revenue, costs, assets and liabilities and the information relating to contingent assets and liabilities at the date of the interim statement. These estimates and assumptions have been based on Management's best evaluation. Should they, in the future, differ from the circumstances in effect at that time, they will be modified appropriately in the period in which the change in circumstances is recorded. It should also be noted that these evaluation processes, specifically the more complex ones, such as those relating to the calculation of potential impairment of non-current assets, are generally carried out in their entirety during the preparation of the year-end financial statements when all necessary information is available, unless impairment indicators exist which require an immediate evaluation of the potential impairment.

Lastly, the Interim Management Statement has been prepared in accordance with the "criterion of the separation of periods" based on which the period under review is considered as an independent financial period. From this point of view, the quarterly income statement reflects the income components of the period under review using the accruals basis of accounting.

Scope of consolidation

The list of companies over which Neodecortech S.p.A. exercises control, and are therefore included in these consolidated financial statements, is shown in the table below:

Company name Registered office Share Capital Consolidation method % held
Cartiere di Guarcino S.p.A. Guarcino (IT) 10,000,000 € Full 100%
Bio Energia Guarcino S.r.l.* Guarcino (IT) 1,100,000 € Full 100%

* Controlled indirectly through Cartiere di Guarcino S.p.A.

There were no changes versus the prior year.

Main Alternative Performance Measures (APMs)

The European Securities and Market Authority (ESMA) has published guidelines on Alternative Performance Measures ("APMs") for listed issuers.

The APMs constitute information used by Management and investors to analyze the trends and performance of the Group, which are directly derived from the financial statements, even though not required by IAS/IFRS. These measures, used by the Group continuously and consistently for several years now, are relevant to assist Management and investors in analyzing the Group's performance. Investors should not consider these APMs as substitutes, but rather as additional information to the figures included in the financial statements. It should be noted that the APMs as defined may not be comparable to APMs of a similar name used by other listed groups.

The definition of the main APMs used in this Interim Management Statement is given below:

  • EBITDA and EBIT: alternative performance measures not defined by IAS/IFRS but used by Group Management to monitor and measure its performance, as they are not affected by volatility, due to the effects of the range of criteria for determining taxable income, the amount and characteristics of the capital employed and - for EBITDA - the amortization/depreciation policies. These measures are also commonly used by analysts and investors to assess company performance;
  • ADJUSTED NET PROFIT: a measure used by Management to strip net profit of the effect of non-recurring cost and revenue components;
  • OPERATING WORKING CAPITAL, NET WORKING CAPITAL, FIXED ASSETS and NET INVESTED CAPITAL: allow a better assessment of both the ability to meet short-term trade commitments through current trade assets and the consistency of the structure of loans and sources of financing in terms of time;
  • NET FINANCIAL DEBT: the figure shown is in line with the value of net financial debt determined in accordance with the recommendations of the CESR (Committee of European Securities Regulators) of 10 February 2005 and referred to by CONSOB. This measure allows a better assessment of the overall level of debt, capital strength and the ability to repay debt.

Notes on the main changes in the consolidated financial statements

The Group's consolidated net revenue from sales and services in first quarter 2022 was approximately € 49,229 thousand, up by 24.3% versus the same period of 2021.

The increase shows different patterns for the three Divisions, as follows: Printed Decorative Paper Division (+15.3%), Decorative Paper Division (+36.7%) and Energy Division (+38.3%).

The increase in revenue in the Printed Decorative Paper Division was due primarily to the transfer of raw material price increases for traditional products, while sales volumes of printed PVC, laminates and the new EOS product continued to rise.

As far as the Decorative Paper Division is concerned, Unicolour (+46%) and Print Base papers (+30%) were the biggest contributors to the increase recorded versus the same period of 2021.

In first quarter 2022, revenue of the Energy Division increased versus 31 March 2021, as a result of the increases in recent months in energy prices (PUN).

Other revenue at 31 March 2022 amounted to € 1,156 thousand (€ 573 thousand at 31 March 2021), increasing by € 583 thousand, due primarily to the recognition and certification at 31 March 2022 of tax credits for € 548 thousand to the subsidiary Cartiere di Guarcino (energy-intensive), pursuant to Article 15 of Law Decree no. 4/2022. The tax credit is being reviewed and certified for Neodecortech as a result of the energy-intensive status obtained.

With regard to margins, consolidated EBITDA at 31 March 2022 amounted to € 4,216 thousand (8.6% of revenue) versus € 5,088 thousand at 31 March 2021 (12.8% of revenue), down by 17.1%, due mainly to the effect of the increase in the prices of strategic raw materials not fully transferred to end customers for Neodecortech, and the impact of the increase in animal fat prices, not offset by the increase in energy prices and reduced incentives versus 2021, for Bio Energia Guarcino, as explained in the Directors' Comments.

Net tax for the period totaled € 1,312 thousand, representing a theoretical tax rate for the Group of approximately 24%.

Consolidated net profit at 31 March 2022 amounted to € 4,216 thousand (€ 1,758 thousand at 31 March 2021), up by € 2,458 thousand. However, Adjusted Net Profit at 31 March 2022 was € 1,351 thousand (2.7% of revenue), down by

€ 407 thousand (-23.2%) versus net profit at 31 March 2021, as it includes a positive non-recurring item of a financial nature related to the write-off, on 20 February 2022, from the Parent Company's financial statements of both the payable to MICA for € 5,082 thousand (including principal and accrued interest), and of the receivable from Andreotti Fotoincisioni S.p.A. for € 1,312 thousand (including principal and accrued interest), as they are definitively time-barred at such date. The resulting impact, even net of tax, given the fiscal relevance, amounts to a total of € 2,865 thousand.

Consolidated net financial debt at 31 March 2022 amounted to € 31,299 thousand (€ 29,345 thousand at 31 December 2021). The increase of € 1,954 thousand is due primarily to:

  • the decrease from the abovementioned write-off of the payable to MICA for € 5,082 thousand;
  • the increased use of short-term lines of credit for Cartiere di Guarcino, amounting to € 3,391 thousand, in order to support the use of working capital, the growth in trade receivables from the increase in turnover (+36.7%), the early procurement of strategic raw materials (titanium dioxide) and delays in collection from Russian customers due to the embargo, then collected in April;
  • the higher temporary cash use for Neodecortech and Bio Energia Guarcino, relating respectively to increases in raw material prices and their delayed transfer to end customers and to the need for advance procurement for Bio Energia Guarcino to meet the needs of the power plant during the second quarter.

Revenue by division, type of business and geographical area

for Bio Energia Guarcino to meet the needs of the power plant during the second quarter. in raw material prices and their delayed transfer to end customers and to the need for advance procurement the higher temporary cash use for Neodecortech and Bio Energia Guarcino, relating respectively to increases
Conversely, net financial debt at 31 March 2021 (€ 37,428 thousand) is in line with the figure at 31 March 2022, as the
difference of € 6,129 thousand is related primarily to the write-off of the payable to the MICA as mentioned above.
Consolidated net working capital at 31 March 2022 amounted to € 32,728 thousand, while at 31 December 2021 it
amounted to € 25,652 thousand. The main effects contributing to this increase, amounting to € 7,076 thousand, are an
increase in inventory of € 4,366 thousand, partly linked to the need to procure strategic raw materials to cover
production in the coming months, and an increase in trade receivables of € 3,637 thousand, in line with the increase in
turnover (+24.3%).
Consolidated equity at 31 March 2022 amounted to € 74,729 thousand (€ 70,465 thousand at 31 December 2021). The
main effect impacting on the item was the allocation of profit for the quarter.
In first quarter 2022, capital expenditure in tangible and intangible fixed assets amounted to € 2,448 thousand. In the
same period of 2021, capital expenditure had amounted to € 1,747 thousand, up by € 701 thousand.
Revenue by division, type of business and geographical area
The table below shows consolidated revenue by operating segment.
(Euro thousands) 31 M
ARCH 2022
% 31 M
ARCH 2021
% Chg. % change
Printed Decorative Paper Division 19.596 40% 16.996 43% 2.600 15,3%
Decorative Paper Division 19.915 40% 14.078 36% 5.837 41,5%
Energy Division 9.718 20% 8.530 22% 1.188 13,9%

At 31 March 2022, the table below shows consolidated revenue broken down by type of business:

At 31 March 2022, the table below shows consolidated revenue broken down by type of business:
(Euro thousands) Paper Division Printed Decorative Decorative Paper
Division
Energy Division Consolidated
Revenue from incentives 2.744 2.744
T
o
tal by segment
19.596 19.915 9.718 49.229
The table below shows consolidated revenue by geographical area.
(Euro thousands) 31 M
ARCH 2022
% 31 M ARCH 2021
%
Chg. % change
Italy 26.649 54,1% 20.840 52,6% 5.809 27,9%
Europe 16.875 34,3% 15.531 39,2% 1.344 8,7%
Asia 335 0,7% 135 0,3% 200 147,5%
M
iddle East
1.473 3,0% 1.696 4,3% (223) (13,2%)
America 3.632 7,4% 1.014 2,6% 2.618 258,0%
265 0,5% 386 1,0% (121) (31,3%)
Africa 100,0% 39.603 100,0% 9.626 24,3%

The table below shows consolidated revenue by geographical area.

(Euro thousands) 31MARCH 2022 % 31MARCH 2021 % Chg. % change
Italy 26.649 54,1% 20.840 52,6% 5.809 27,9%
Europe 16.875 34,3% 15.531 39,2% 1.344 8,7%
Asia 335 0.7% 135 0,3% 200 147,5%
Middle East 1.473 3,0% 1.696 4,3% (223) $(13,2\%)$
America 3.632 7,4% 1.014 2,6% 2.618 258,0%
Africa 265 0.5% 386 1.0% (121) (31,3%)
Total 49.229 700.0% 39.603 100,0% 9.626 24,3%

Related party transactions

Related party transactions
Transactions carried out by Neodecortech S.p.A. and other Group companies with related parties, as identified by IAS
24, including transactions with subsidiaries, are neither atypical nor unusual and fall within the ordinary course of
business of the Company. These transactions were carried out on market terms. It should be noted that transactions
with subsidiaries are not shown as they are derecognized at the consolidation level, while transactions with related
parties at 31 March 2022 are shown, the details of which are given below.
(Euro thousands)
Trade receivables 31
March 2022
Financial receivables
31 March 2022
Trade payables
31 March 2022
Financial
payables
31 March 2022
Finanziaria Valentini 0 404 0 1.968
Industrie Valentini
ISRFE Srl in liquid.
132
0
0
445
1
0
0
0
Valinvest 0 0 929 0
Loma Srl 1.578 0 34 0
Revenue and income
31 March 2022
Costs and expense
31 March 2022
0 0
0 0
0 0
1.460 34

"Financial receivables", amounting to € 849 thousand, includes € 404 thousand for a tax consolidation receivable regarding the subsidiary Bio Energia Guarcino S.r.l., € 445 thousand for a receivable regarding the subsidiary Cartiere di Guarcino S.p.A. from the related party ISFRE in liquidation, which remained unchanged and for which a provision for risks of an equal amount was set up owing to collection difficulties.

"Financial payables" amounted to € 1,968 thousand and relates to the tax consolidation payable of the Parent Company and the subsidiary Cartiere di Guarcino S.p.A.

Trade receivables include:

  • the receivable from Industrie Valentini of € 132 thousand, included in the Bankruptcy Proceedings, for the sale of printed and impregnated paper in 2020. The receivable is covered by a guarantee from Finanziaria Valentini S.p.A. for € 100 thousand and is partly written down by 80% for the remainder;
  • receivables for € 1,578 thousand from the business agreement between Neodecortech S.p.A. and Loma S.r.l., for the distribution of the Parent Company's products and the sale of base decorative paper by Cartiere di Guarcino S.p.A.; Loma S.r.l. became a related party following appointment of one of its Directors as a "key management personnel" of the Parent Company.

Trade payables include:

  • € 929 thousand to Valinvest S.r.l., whose lease agreement with the Parent Company for the Casoli Plant (production of laminates) terminated following purchase of the plant on 18 November 2021, for an amount of € 1,548 thousand. Payment of the consideration was established in 3 equal instalments, the last two of which amount to € 1,032 thousand to be paid in June and December 2022. The residual financial receivable granted by Neodecortech S.p.A., again to Valinvest S.r.l., for the renovation of the warehouse located in Casoli d'Atri (TE), amounting to € 103 thousand, will be offset with the last instalment of the payment for the purchase of the property on 31 December 2022. As a guarantee of the payment of the 2 instalments due in 2022 (for € 1,032 thousand), Neodecortech S.p.A. issued a guarantee on first demand, issued by Banco Popolare BPM S.p.A., at the same time as the deed.
  • € 34 thousand to Loma S.r.l. for the agreement to provide strategic and commercial marketing consultancy services to Neodecortech S.p.A.

Revenue and income, costs and expense relate to the agreements with Loma S.r.l. as mentioned above.

The following table shows the fees to the Group's directors and key management personnel at 31 March 2022:

Subjects Fees 31 March 2022
Luigi Cologni 111
Massimo Giorgilli 84
Riccardo Bruno 30
Paola Carrara 8
Paolo Pietrogrande 10
Laura Calini 8
Pietro Zanini 5
Luca Peli 0
Stefano Santucci 9
Federica Manichetti 6
Stefano Zonca 5
Key management personnel 178
Total 454
Subjects Payable for fees 31
March 2022
Luigi Cologni 126
Massimo Giorgilli 115
Riccardo Bruno 5
Paola Carrara 8
Paolo Pietrogrande 3
Laura Calini 0
Pietro Zanini 5
Luca Peli 0
Stefano Santucci 3
Federica Manichetti 7
Stefano Zonca
Key management personnel
Total
118
390

Other supplementary information

Atypical and/or unusual transactions during the quarter

In first quarter 2022, the Group did not carry out any significant transactions qualifying as non-recurring, atypical and/or unusual.

Compliance with the simplified system under Articles 70 and 71 of the Issuer Regulation

It should be noted that the Company, pursuant to articles 70, paragraph 8 and 71, paragraph 1-bis, of the Regulation adopted by CONSOB through resolution no. 11971/1999, as supplemented and amended (the "Issuer Regulation"), complies with the opt-out system provided for by the above articles, availing itself of the right to depart from the obligations to publish the information documents envisaged in Annex 3B of the Issuer Regulation on the occasion of significant transactions relating to mergers, spin-offs and capital increases through contribution of assets in kind, acquisitions and transfers.

Significant events after 31 March 2022

The Shareholders' Meeting held on 27 April 2022 of the Parent Company Neodecortech S.p.A. approved the Financial Statements at 31 December 2021, allocating profit for the year of € 6,688,151.71 as follows:

  • € 334,408.00 to the legal reserve;
  • € 2,642,882.46 to the non-distributable revaluation reserve for investments recorded pursuant to Legislative Decree no. 38/05 Article 6, paragraph 1;
  • € 1,710,861.25 to the extraordinary reserve;
  • the remainder of the profit as a dividend on the no. 14,218,021 outstanding ordinary shares for a total of € 2,000,000.00.

On 18 May 2022, Neodecortech S.p.A. will pay out dividends of € 2,000,000.00 (gross of the portion related to treasury shares held at the time of distribution).

The same Shareholders' Meeting, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/1998, approved Section One of the Report on Remuneration Policy and Compensation Paid and, pursuant to Article 123-ter, paragraph 6, of the TUF, approved Section Two of the Report on Remuneration Policy and Compensation Paid.

At the same Meeting, the Board of Directors of Neodecortech S.p.A. was renewed, by increasing the number of members from seven to nine, including four directors meeting the independence requirements (one representing the list of minority shareholders) and four women directors, in compliance with the regulations on gender balance; the Shareholders' Meeting also set the gross annual fee to be paid to the Board of Directors at € 600,000 for their entire term; the Board will remain in office until the approval of the Financial Statements for the year ending 31 December 2024.

At its meeting of 28 April 2022, the Board of Directors defined the powers of the new Board and established its internal Committees.

Treasury shares and shares of the Parent Company

Pursuant to Articles 2435-bis and 2428 of the Italian Civil Code, it should be noted that the Company held no. 86,700 treasury shares at 31 March 2022 for a value of € 349,980.

The Shareholders' Meeting held on 13 April 2021 approved the additional purchase of ordinary shares of the Company, up to a maximum of 10% of the Company's share capital, equal to a maximum of no. 1,351,526 ordinary shares. The purchase of treasury shares may be made, in one or more tranches, within eighteen months.

In January, February and March 2022, the Company continued with the purchase of additional treasury shares based on and within the limits of the above resolution.

At 31 March 2022 and during the quarter, the Company did not purchase any shares of the parent company.

Filago (BG), 11 May 2022

For the Board of Directors The Chairman (Luca Peli)

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Neodecortech Group | Interim Management Statement at 31 March 2022 31

Certification by the Financial Reporting Manager

Pursuant to the provisions of Article 154-bis, paragraphs 3 and 4, of Italian Legislative Decree no. 58 of 24 February 1998:

SUBJECT: Interim Management Statement at 31 March 2022 approved on 11 May 2022.

I, the undersigned, Fabio Zanobini, Financial Reporting Manager of Neodecortech S.p.A.

CERTIFY

Pursuant to Article 154 bis, paragraph two, Part IV, Title III, Chapter II, Section V-bis, of Legislative Decree no. 58 of 24 February 1998, that, to the best of my knowledge, the Interim Management Statement at 31 March 2022 corresponds to the underlying records, books and accounting entries.

Date: 11 May 2022

Fabio Zanobini Financial Reporting Manager

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