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Piovan Interim / Quarterly Report 2023

Sep 12, 2023

4095_rns_2023-09-12_3b118f18-e752-4960-b1c0-510384cf044e.pdf

Interim / Quarterly Report

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CONSOLIDATED HALF-YEAR FINANCIAL REPORT

at June 30, 2023

INDEX

GOVERNANCE OF PIOVAN S.P.A. 3
PIOVAN GROUP 7
GROUP OVERVIEW 12
General economic overview 13
Significant events in the first half of 2023 15
Performance of the Group 17
Principal risks and uncertainties to which the Group is exposed 26
Subsequent events after June 30, 2023 26
Outlook 27
Other information 29
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS AT AND FOR THE SIX
MONTH ENDED JUNE 30, 2023 32
Consolidated financial statements at June 30, 2023 33
Notes to the consolidated financial statements 38
Explanatory Notes to the consolidated statement of financial position 47
Explanatory Notes to the Consolidated Statement of Profit and Loss 62
Other information 68
DECLARATION OF THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AT
JUNE 30, 2023 76
AUDITORS' REPORT ON THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS
AT JUNE 30, 2023 78

COMPANY INFORMATION OF THE PARENT COMPANY PIOVAN S.P.A.

Registered Office: Via delle Industrie 16 – 30036 S. Maria di Sala (Venice) Italy Telephone: +39 041 5799111 Certified e-mail: [email protected] E-mail: [email protected] Website: www.piovan.com Share capital: Euro 6,000,000 fully paid-in Tax No.: 02307730289 VAT No.: 02700490275 Venice Economic & Administrative Registration No. 235320

GOVERNANCE OF PIOVAN S.P.A.

Piovan S.p.a. ("the Company" or "the Parent Company") is the parent company of the group of the same name and headquartered in Via delle Industrie 16, Santa Maria di Sala (Venice), Italy. The Company's Board of Directors and Board of Statutory Auditors are as follows.

Board of Directors

In office since April 29, 2021 until the Shareholders' Meeting for the approval of the 2023 Annual Accounts, with the exception of the Director Maurizio Bazzo, who, as appointed on March 21, 2023 by the Board of Directors by means of co-option to replace the Director Marco Stevanato, was confirmed by the Shareholders' Meeting of April 27, 2023 and will remain in office until the Shareholders' Meeting for the approval of the 2023 Annual Financial Statements.

Name In charge
Nicola Piovan Executive Chairman
Filippo Zuppichin Chief Executive Officer
Marco Maria Fumagalli () (*) Independent Director
Manuela Grattoni (*) Independent Director
Mario Cesari (*) Independent Director
Antonella Lillo (*) Independent Director
Maurizio Bazzo (*) Independent Director

(*) Independent Director pursuant to Article 147-ter of the CFA and recommendation No. 7 of the Corporate Governance Code. (**) Director appointed Lead Independent Director as per recommendation No. 13 of the Corporate Governance Code.

Board of Statutory Auditors

In office since April 29, 2021 until the Shareholders' Meeting for the approval of the Annual Financial Statements.

Name In charge
Carmen Pezzuto Chairman
Luca Bassan Statutory Auditor
Patrizia Santonocito Statutory Auditor
Kristian Sartor Substitute Auditor
Stefania Targa Substitute Auditor

Control, Risks and Sustainability Committee

In office since April 29, 2021 until the Shareholders' Meeting for the approval of the 2023 Annual Financial Statements.

Name In charge
Antonella Lillo Chairman
Marco Maria Fumagalli
Mario Cesari

Nomination and Remuneration Committee

In office since April 29, 2021 until the Shareholders' Meeting for the approval of the 2023 Annual Financial Statements.

Name In charge
Manuela Grattoni Chairman
Marco Maria Fumagalli
Antonella Lillo

Related Parties Committee

In office since April 29, 2021 until the Shareholders' Meeting for the approval of the 2023 Annual Financial Statements.

Name In charge
Marco Maria Fumagalli Chairman
Manuela Grattoni
Mario Cesari

Supervisory Board (Organismo di Vigilanza)

In office from August 2, 2021, to August 1, 2024.

Name In charge
Patrizia Santonocito Chairman
Giovanni Boldrin
Chiara Zilio

Corporate Financial Reporting Officer

Giovanni Rigodanza, in office until the Shareholders' Meeting for the approval of the 2023 Annual Financial Statements.

Independent Audit Firm

Deloitte & Touche S.p.A., in office until the Shareholders' Meeting for the approval of the 2026 Annual Financial Statements.

Significant shareholders

Based on the shareholders' register, through communications received in accordance with Article 120 of Legislative Decree No. 58/98 and other information available to the company, the shareholders of Piovan S.p.A. with holdings of greater than 5% at the approval date of the Half-Year Financial Report at June 30, 2023 were:

Declarant Direct shareholder % of ordinary
share capital
(*)
% of voting
share capital
(**)
% of ordinary
share capital
(***)
% of voting
share capital
(****)
Nicola Piovan Pentafin S.p.A 58,350 68,962 61,286 71,515
7INDUSTRIES HOLDING BV 7INDUSTRIES HOLDING
BV
9,205 6,859 9,668 7,113

(*) Total No. ordinary shares: 53,600,000, including Piovan S.p.A. treasury shares equal to 2,567,539.

(**) Share capital expressed as number of votes as per Article 120, paragraph 1 of Legislative Decree No. 58 of February 24, 1998 ("CFA") including Piovan S.p.A. treasury shares.

(***) Total No. ordinary shares: 51,032,461, excluding the Piovan S.p.A. treasury shares.

(****) Share capital expressed as number of votes as per Article 120, paragraph 1 of Legislative Decree No. 58 of February 24, 1998 ("CFA"), excluding Piovan S.p.A. treasury shares.

PIOVAN GROUP

Piovan Group operates in Italy and internationally in the production of systems for the automation of production processes for the storage, transport and treatment of polymers, recycled plastics and bio-resins ("Technical Polymers"), automation systems for the storage and transport of food fluids and food and non-food powders ("Food Systems & Industrial Applications"), and technical assistance and marketing of spare parts and services ("Services"). The Group is a global leader in the Technical Polymers market, designing and producing plants and control systems for the automation of all phases of the polymers, recycled plastics and bioresins production cycle. In particular, over recent years the Group has been particularly engaged in developing and producing systems to automate production processes for the circular economy for recycling and reusing plastic and for the production of plastics which are naturally compostable.

History

The Group began operating in the early 1930's, when Costante Piovan founded a small workshop in Padua specializing in precision mechanics and molds for the manufacture of metal sheets.

In 1964, Luigi Piovan began a process of market diversification, and the Group moved into auxiliary machinery for the plastics industry. It introduced the first granulator to the Italian market, and this was followed by the Convair dryer and the Convector feeder for injection molding machines. The Group is increasingly specialized in the design and production of automation systems for the storage, transport and treatment of polymers and plastic powders, and in 1969 moved its main production plant to Santa Maria di Sala (Venice).

Between 1970 and 1980, the Group expanded gradually in both geographical distribution establishing its first foreign subsidiary Piovan Germania in 1974 - and its range of products and technologies. This came to include a complete range of machines used in the automation process for the storage, transport and processing of polymers and plastic powders, laying the foundations for future worldwide leadership. During the same period, the Company also launched its first line of refrigerators, and introduced the market's first centralized system for granule feeding, dosing and dehumidification.

This was also a time of significant production growth within the Group, which, from a generalist foundation, soon began to develop specific expertise in the application of plastics to the packaging, automotive, consumer and construction markets. This laid the groundwork for future specializations in customer industrial processes, and the consequent ability to offer innovative solutions. Anticipating future market trends, the Company also developed its first plant supervision and control software, which guarantees constant monitoring of machine operativity. During the 1990's, the Group continued to grow globally and to improve its technological and qualitative expertise, gaining ISO 9001 certification and expanding its commercial and production capacities in overseas markets by opening new subsidiaries.

In the early 90s Nicola Piovan, Luigi Piovan's son, joined the company. He has been Chief Executive Officer since 2002 and Sole Director from 2011 to 2018. The Group continued its international expansion and established production plants outside Italy, specifically in Brazil and China. Additional foreign subsidiaries were soon opened in Mexico, Great Britain, Austria, Hungary, the Czech Republic, India, Turkey, Thailand, and Vietnam.

This expansion aimed to guarantee customers a global presence, providing constant, highquality service "close to the customer", to ensure that the complex machinery being sold worked flawlessly. It also ensured commercial presence in every relevant geographical area, allowing the Group to anticipate new market trends. As a result, continuous technological evolution, proximity to customers, high-quality service and sales, along with a focus on employees and their professional and personal growth, now form part of the Group's DNA.

In recent years the Group has developed the first solutions for the processing of recycled plastics, enabling the construction of hundreds of plants in the coming years and the development of the Group's technological leadership.

2007 saw the launch of the first version of the Group's proprietary software "Winfactory". Since then a new version has been released annually, leading to the current version "Winfactory 4.0", which still represents one of the Group's advantages over its main competitors.

Continuous investment in hi-tech solutions and energy saving processes have also contributed to attracting worldwide leaders in packaging, construction, basic commodities, and the food and automotive industries.

Piovan S.p.A. became publicly listed on the Milan stock exchange, within the Star segment, on October 19, 2018.

In October 2020, Doteco S.p.A., an Italian leader globally in technology for the dosing of plastic film and synthetic fibers, along with its U.S. subsidiary Doteco, Inc., joined the Piovan Group.

Finally, in January 2022, Piovan S.p.A. completed the acquisition of the entirety of the share capital in Sewickley Capital Inc., owner of 100% of IPEG Inc. – an industry leader in North America. Thanks to this acquisition, Piovan Group has further consolidated its global leadership in systems for the automation of polymer, recycled plastic and bio-resin transformation processes.

Today the Group comprises a network of direct or indirect subsidiaries of Piovan S.p.A., with sites in Europe, the United States and Asia, both thanks to organic growth dynamics and to acquisitions. The strategic, managerial and operational direction of the Group, which as of June 30, 2023, comprises 42 companies on 4 continents, including 13 production companies with 14 plants and 29 commercial companies, is entrusted directly to Piovan S.p.A.

The global spread of Piovan Group companies creates a major competitive advantage, providing customers across its various markets with a uniform level of service quality, in addition to an extremely broad and constantly developing range of products. This range is a core feature of the Group's commercial offering, both for the processes of automated storage, transport and treatment of polymers, recycled plastics and bio-resins to every final sector, and for the transport and treatment of food powders and creams, which has recently become an area of development within the Group's range, thanks to the subsidiaries Penta S.r.l. and FEA Process & Technologica Plants S.r.l.

On October 22, 2019, Italy's President, Sergio Mattarella, honored Nicola Piovan with the title of Cavaliere del Lavoro (Italian knighthood for accomplishments in industry). This important recognition testifies to the commitment the Piovan family has dedicated to growing the business for more than 50 years.

Piovan Group structure

GROUP OVERVIEW

General economic overview

Following the recovery from the COVID-19 pandemic, the global economy is experiencing a period of volatility and increased uncertainty. Inflation has reached multi-decade highs, mainly due to the increased cost of energy and raw materials, in addition to supply chain interruptions. Simultaneously, the continuation of the war in Ukraine and the slower-than-expected improvement of supply chains continue to weigh on the global economic outlook.

According to the latest International Monetary Fund ("IMF") estimates update, global growth is expected to decline from the 3.5% estimated for 2022 to 3.0% in 2023 and in 2024.

The advanced economies are still expected to see a significant slowdown in growth in 2023: from 2.7% in 2022 to an expected 1.5% in 2023. Specifically, US growth is expected to slow from 2.1% in 2022, to a forecast 1.8% in 2023, while then reducing further to 1% in 2024. Meanwhile, the Eurozone is expected to see growth slow, from 3.5% in 2022 to 0.9% in 2023, before rising to 1.5% in 2024.

In terms of the emerging and developing economies, relatively stable growth is forecast at approximately 4% both in 2023 and in 2024. In particular, with regards to Asia, 5.3% growth is forecast (5.2% for China) in 2023 and 5% (4.5% for China) in 2024.

The raising of interest rates by the central banks to combat inflation continues to weigh on economic activity. Global inflation is expected to decline from 8.7% in 2022 to 6.8% in 2023 and 5.2% in 2024.

The recent decision of the US government to raise the public debt ceiling, and earlier this year the actions taken by the authorities to contain the turbulence of the Swiss and US banks, has reduced the immediate default risks within the financial sector. This has mitigated any potential impacts on the global economic outlook. Existing risks however still continue to threaten global growth. Inflation could remain high and even rise if further extraordinary events occur, including those resulting from the escalation of the war in Ukraine, or extreme weather events, which could trigger tighter monetary policy. Financial sector turmoil could re-emerge as the markets adjust to further policy tightening by the central banks. The Chinese recovery may slow, also due to unresolved real estate sector difficulties, with impacts spilling over internationally. Public debt distress could extend to a wider Group of economies. On the other hand, inflation may ease faster than expected, reducing the need for restrictive monetary policy, and domestic demand may prove more resilient than expected.

For most economies, the priority remains that of achieving lasting disinflation, ensuring at the same time financial stability. Therefore, the central banks should pursue the achievement of price stability and strengthen financial supervision and risk monitoring.

In this environment, the Piovan Group continues to operate through an organizational structure based on subsidiaries with production sites on different continents and a global network providing technical and commercial assistance across all the areas in which the Group operates. This structure - further strengthened by the acquisition of the IPEG Group - has enabled us to find alternatives within the supply chain where possible.

In addition, its presence in highly diversified geographical areas and sectors allowed the Group to mitigate the overall risk and benefit from possible improvements in certain areas/sectors.

Significant events in the first half of 2023

Doteco Inc.

On January 1, 2023, Doteco S.p.A. sold its equity interest in Doteco Inc. to IPEG Inc. This transaction, which had no impact on the consolidated financial statements, falls within the scope of a broader process of reorganization and streamlining that the Piovan Group initiated following the acquisition of the American group IPEG.

Sale of Toba Pnc

On January 31, 2023, the sale was completed to non-controlling interests of a 41% stake held by Piovan S.p.A. in Toba Pnc. As a result, Piovan S.p.A. now holds a 10% interest in Toba Pnc. The Group will be continuing to operate in Korea by way of both the non-controlling interest in Toba Pnc and our direct presence in the country, development of which is ongoing.

Establishing of Piovan Indonesia

On January 6, 2023, the Group established a new commercial branch in Indonesia – Piovan Technology (PT) Indonesia – to be able to serve local clients in that country more directly.

Resignation of a director

On January 26, 2023, the director Marco Stevanato resigned for personal reasons. Mr. Stevanato was a non-independent, non-executive director and held no additional positions on the Company's committees. There are no indemnities or other benefits payable as a result of his conclusion of office. On March 21, 2023, Mr. Maurizio Bazzo was co-opted to the Board and was confirmed by the Shareholders' AGM of April 27, 2023, establishing that he shall remain in office until the conclusion of mandate of the other currently serving directors, and therefore until the Shareholders' AGM called to approve the financial statements at December 31, 2023.

Acquisition of some assets from ProTec Polymer Processing Gmbh

On March 14, 2023, the Piovan Group, by way of the subsidiary FDM GmbH, purchased from ProTec Polymer Processing GmbH a number of assets attributable to the Materials Handling, Dosing and Recycling markets with the goal of developing the service/post-sale market and expanding market share with the OEM leader on the German market.

Dividends distribution

On April 27, 2023, the Shareholders' AGM approved the distribution of a dividend for Euro 10,206,492.20 (Euro 0.20 per share with profit rights, excluding the treasury shares of the Company). The dividend was paid out from May 17, 2023, with coupon date of May 15, 2023 and date of entitlement to payment of May 16, 2023.

Authorization to acquire treasury shares

On April 27, 2023, the Shareholders' AGM conferred to the Board of Directors of the Company the authorization to purchase and make use of treasury shares with prior revocation of the previous authorization of the Shareholders' AGM of April 28, 2022, as detailed in the Directors' report published on the Company's website at www.piovan.com, in the Investors/Investor Relations/Shareholders' Meeting section.

New Long Term Incentive Plan

On April 27, 2023, the Shareholders' AGM approved the new stock grant plan for ordinary company shares, called the "2023-2025 Long Term Incentive Plan" (the "Plan"). The Plan is organized into three cycles (the first for the 2023-2025 vesting period, the second for the 2024- 2026 vesting period, and the third for the 2025-2027 vesting period) and, for each cycle, calls for the assignment of ordinary Piovan S.p.A. shares, under the terms and conditions specified in the disclosure published on the Company's website (www.piovan.com) to Executive Directors (excluding the Executive Chairperson) and Managers with Strategic Responsibilities, and additional individuals to be selected by the Chairperson of the Board of Directors from among the employees and/or contractors of the Company or subsidiary companies due to the strategic importance of the roles. It is underlined that the Plan's goals include one objective related to ESG topics.

Performance of the Group

Provided below are a number of metrics used in order to assess the Group's financial performance and standing. These metrics have been calculated as described in the 2022 Annual Report in the section "Alternative performance measures".

It should be noted that the statement of profit and loss for the first half of 2022 includes the results of the IPEG group from January 31, 2022, the date on which the acquisition was completed.

It should also be noted that, for the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the interim report at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes and the Net profit were restated.

Compared with previous financial reports, in order to better reflect the current configuration of products sold and services provided by the Piovan Group, also as a result of the acquisition of the IPEG Group, the target markets have been renamed, as Technical Polymers (formerly "Plastic"), Food & Industrial Applications (formerly "Food & non plastic) and Service.

Economic performance indicators Changes
(amounts in €'000) First half
year 2023
% on total
revenues
and other
income
First half
year 2022 (1)
% on total
revenues
and other
income
2023 vs
2022
%
Revenue 285,437 98.4% 231,995 97.5% 53,442 23.0%
Other revenue and income 4,695 1.6% 6,058 2.5% (1,363) (22.5%)
TOTAL REVENUE AND OTHER INCOME 290,132 100.0% 238,052 100.0% 52,080 21.9%
Adjusted EBITDA 37,677 13.0% 27,323 11.5% 10,354 37.9%
EBITDA 37,458 12.9% 26,710 11.2% 10,748 40.2%
OPERATING PROFIT 30,572 10.5% 18,582 7.8% 11,990 64.5%
PROFIT BEFORE TAXES 31,544 10.9% 21,481 9.0% 10,063 46.8%
Income taxes 9,703 3.3% 6,494 2.7% 3,209 49.4%
NET PROFIT 21,840 7.5% 14,987 6.3% 6,853 45.7%
Attributable to:
Owners of the parent 22,610 7.8% 14,848 6.2%
Non-controlling interests (769) (0.3%) 139 0.1%
Basic earnings per share 0.44 0.30
Diluted earnings per share 0.44 0.29

Economic performance of the Group

(1) For the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the Half-Year Financial Report at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes and the Net profit were restated.

Revenue

Piovan Group revenue in H1 2023 totaled Euro 285,437 thousand, strong growth on Euro 231,995 thousand in the first half of 2022 (+23%). Recognizing the effect of the acquisition of the IPEG Group retroactively to January 1, 2022, revenue in H1 2022 would have been Euro 245,558 thousand (+16.2% in 2023).

Revenue calculated on a like-for-like basis (i.e. average exchange rate in H1 2022) would have decreased by Euro 1,134 thousand at Euro 284,303 thousand and risen 22.5% on the first six months of 2022.

The exchange effect on revenue was mainly due to the US dollar against the Euro and, to a lesser extent, to the Renminbi.

Revenue by market and geographical area

The breakdown of revenue by market is as follows:

€/000 First half
year 2023
% First half
year 2022 (*)
% Change Change %
Technical Polymers 223,531 78.3% 175,533 75.7% 47,998 27.3%
Food & Industrial Applications 18,599 6.5% 23,230 10.0% (4,631) (19.9%)
Services 43,307 15.2% 33,232 14.3% 10,075 30.3%
Revenue 285,437 100.0% 231,995 100.0% 53,442 23.0%

(*)H1 2022 includes the IPEG group for just 5 months.

Revenue by market in H1 2023 indicates:

  • Revenues from Technical Polymers Systems grew 27.3%, with all geographical areas performing strongly and stemming from (i) the increased use of recycled materials in rigid packaging, a sector in which the Group is a leader; (ii) the good automotive sector performance, whereby the transition to electric models requires a significant transformation of metal components into technical polymers; and (iii) investments in new pipelines, and more generally in high technical content components.

  • Food & Industrial Applications Systems revenue decreased compared to the first half of 2022 due to the timing of development of a number of projects, mainly in the North American market, that are to be completed in the second half of 2023, and to the collection of orders for powder processing systems in the Technical Polymers market, which took some production capacity away from food powder processing systems in the Food & Industrial Applications market.

  • Revenues from Services market reported revenue growth of 30.3% on the same period of the previous year, confirming Group development expectations for this market.

€/000 First half-year
2023
% First half-year
2022 (*)
% Change Change %
EMEA 94,127 33.0% 88,021 37.9% 6,106 6.9%
ASIA 32,637 11.4% 19,823 8.5% 12,814 64.6%
NORTH AMERICA 148,814 52.1% 116,871 50.4% 31,943 27.3%
SOUTH AMERICA 9,859 3.5% 7,280 3.1% 2,579 35.4%
Revenue 285,437 100.0% 231,995 100.0% 53,442 23.0%

The breakdown of revenue by region is as follows:

(*)H1 2022 includes the IPEG group for just 5 months.

Revenue in North America mainly grew as a result of the increased market share, the strong performances of the subsidiary Pelletron US and of the food area and also partly driven by a positive EUR/USD currency rate effect.

Growth in Asia, up 64.6%, reflects the market recovery in the region, thanks also to the winning of a number of major orders at the end of 2022 and the beginning of 2023, which had slowed in early 2022 following the lockdowns in response to COVID outbreaks.

Performance in Europe, although strong, reflects the fact that major projects underway in the Food area had a final destination of North America and are developed in Europe. Finally, South America continued to perform well, with growth of 35.4%.

Other revenues and income

Other revenue and income decreased 22.5% on H1 2022. This aggregate included a number of operating grants in 2022. Recognizing the effect of the acquisition of the IPEG Group retroactively to January 1, 2022, Other revenue and income for the Piovan Group would have been Euro 6,763 thousand (-30.6%).

Total revenue and other income

Piovan Group Total revenue and other income in H1 2023 totaled Euro 290,132 thousand, strong growth on Euro 238,052 thousand in the first half of 2022 (+21.9%). Recognizing the effect of the acquisition of the IPEG Group retroactively to January 1, 2022, revenue and other income in H1 2022 would have amounted to Euro 252,321 thousand (+15.0%).

Contribution margin

The contribution margin is calculated as the sum of: (+) Total revenue and income (-) Raw material purchases, components, goods and inventory changes and less variable production costs (external processing, transport costs, intermediation and commissions, as illustrated in Note [30] Service Costs).

€/000 First half-year 2023 First half-year
2022 (*)
Total revenues and other income 290,132 238,053
Costs of raw materials, components and goods and changes in inventories 130,479 105,670
Variable services expenses 34,234 31,767
Contribution margin 125,419 100,616
% on total revenues and other income 43.2% 42.3%
)

((*) H1 2022 includes the IPEG group for just 5 months.1

The contribution margin in the first half of 2023 was Euro 125,419 thousand, compared to Euro 100,616 thousand in 2022. The margin on total revenue and other income was 43.2% (42.3% in H1 2022 and 41.8% for the full year 2022).

In 2023, the figure partly reflected the prudent recognition of certain additional costs related to a contract in the food market for one of the subsidiaries. The Group is currently in negotiations

with the customer to obtain a number of change orders which, if obtained, would generate revenues in future months, thereby offsetting the costs incurred in the semester.

Research and Development Costs

In the first half of 2023, the Piovan Group incurred research and development expenses amounting to Euro 10,481 thousand, 3.6% of Total revenue and other income (Euro 9,035 thousand in H1 2022, 3.8% of Total revenue and income, including the contribution of the IPEG group for 5 months). In H1 2023, Euro 9,771 thousand concerned personnel operating in R&D and engineering, entirely expensed to the statement of profit and loss, for the execution of complex and innovative projects (Euro 8,442 thousand in the first half of 2022). The scale of this commitment to investment in research and development is a clear demonstration of the Group's unwavering desire to position itself as a supplier of solutions, and not merely of machinery or systems. This desire has always set the Group apart and, over the years, has led to its position of market dominance. The Group is defined, in fact, by a range of products that are constantly being updated, thanks to research and development activity carried out in collaboration with its customers, an aspect which is of fundamental importance in the initial phase of the development of customer-specific solutions. The Group's competitive position is linked to constant improvement and investments in technology and processes.

EBITDA

EBITDA in H1 2023 totaled Euro 37,458 thousand, an increase of 40.2% compared to Euro 26,710 thousand in H1 2022 (12.9% margin vs. 11.2% in 2022 on Total revenue and other income).

Recognizing the effect of the acquisition of the IPEG Group retroactively to January 1, 2022, EBITDA in H1 2022 would have been Euro 27,809 thousand (+34.7% in 2023).

The growth in EBITDA reflects certain non-recurring costs incurred in H1 2023 for activities related to integrating the IPEG group and certain additional costs related to a contract in the food market for a subsidiary, as described above.

Adjusted EBITDA

This figure is calculated by excluding certain non-recurring items or non-core activities.

Adjusted EBITDA in H1 2023 totaled Euro 37,677 thousand, for a margin on total revenue and other income of 13% (+37.9% on H1 2022 Adj. EBITDA).

Recognizing the effect of the acquisition of the IPEG Group retroactively to January 1, 2022, Adjusted EBITDA in H1 2022 would have been Euro 28,442 thousand (+32.6% in 2023).

A reconciliation of EBITDA and adjusted EBITDA is shown in the table below:

€/000 First half-year
2023
First half-year
2022
EBITDA 37,458 26,710
Non-recurring expenses related to IPEG group acquisition 198 511
Personnel expenses related to the acquisition of IPEG Inc 102
Non-recurring expenses related to Chinese plant 21
Adj. EBITDA 37,677 27,323

EBIT

EBIT in H1 2023 totaled Euro 30,572 thousand, up from Euro 18,582 thousand in H1 2022.

The EBIT result reflects the effects of the purchase price allocation (PPA) of IPEG, which alone included the recognition of amortization of intangible assets of Euro 1,954 thousand in H1 2023 (Euro 3,141 thousand in H1 2022). The EBIT margin on total revenue and other income came to 10.5%, improving over the previous year (7.8%). Excluding the effects of the PPA as described above, EBIT would have been Euro 32,526 thousand, for a margin on total revenues and other income of 11.2% (Euro 21,723 thousand in H1 2022 for a margin of 9.1% on total revenue and other income).

As described above, the growth in EBIT reflects certain non-recurring costs incurred in H1 2023 for activities related to integrating the IPEG group and certain additional costs related to a contract of a subsidiary.

Profit for the period

The net profit in H1 2023 of Euro 21,840 thousand increased on Euro 14,987 thousand in H1 2022. The margin on total revenue and other income was 7.5% (6.3% in H1 2022).

The net profit in H1 2023 benefited from the gain on the sale of Toba PNC. The company, deconsolidated starting from the date once the control was lost, had negative equity of Euro 2,621 thousand (of which Euro 1,278 thousand related to non-controlling interests).

Excluding amortization of the PPA of IPEG group, in the amount of Euro 1,954 thousand (Euro 3,141 thousand in H1 2022), the related tax effect of Euro 437 thousand (Euro 639 thousand in H1 2022), and the gain on the sale of Toba PNC, net profit for the period would be Euro 22,021 thousand (Euro 17,488 thousand in H1 2022), for a margin on total revenue and other income of 7.6% (7.3% in H1 2022). In addition, the 2022 half-year net profit benefited for Euro 3,346 thousand from favorable USD/Euro exchange rate movements.

Basic and diluted earnings per share

Basic and diluted earnings per share came to Euro 0.44 in H1 2023 (Euro 0.30 and Euro 0.29 respectively in H1 2022)

Financial performance of the Group

The financial structure of the Piovan Group as at June 30, 2023 is summarized below, compared with December 31, 2022, and where considered significant, with June 30, 2022. As described in the Annual Financial Report at December 31, 2022, following the signing of the preliminary agreement for the sale of the equity investment in Toba PNC, this investment was considered as an asset held for sale. As a result, the assets and liabilities of Toba Pnc. were reclassified among "Assets held for sale and discontinued operations" and "Liabilities directly associated with assets held for sale and discontinued operations". The sale was finalized in January 2023, resulting in the deconsolidation of Toba PNC. The figures shown below take account of this classification for 2022.

Group net financial position

We present below the Net Financial Position (NFP) as required by the Consob Warning Notice No. 5/21 of April 29, 2021, which implements the EMSA Guidelines 32-382-1138 of March 4, 2021.

€/000 30.06.2023 31.12.2022 30.06.2022
A. Cash 52,678 74,365 104,480
B. Cash equivalents 14,500 20,000 -
C. Other current financial assets 6,599 6,815 1,525
D. Liquidity (A+B+C) 73,777 101,180 106,005
E. Current financial debt (including debt instruments, but excluding current portion
of non-current financial debt)
(23,747) (10,504) (31,044)
F. Current portion of non-current financial debt (38,258) (32,692) (26,578)
G. Current financial indebtedness (E+F) (62,005) (43,196) (57,623)
H. Net current financial indebtedness (G-D) 11,772 57,984 48,382
I. Non-current financial debt (excluding current portion and debt instruments) (112,022) (142,770) (142,465)
J. Debt instruments - -
K. Non-current trade and other payables (3,295) (23,541)
L. Non-current financial indebtedness (I+J+K) (114,350) (146,065) (166,006)
M. Total net financial position (H+L) (102,578) (88,081) (117,624)

The following is information related to indirect debt and/or debt subject to conditions that are not reflected above but which is required by the ESMA document:

-regarding provisions, see Note [19] – Employee benefit plans and Note [20] – Provisions for risks and charges, which include sums of this type;

  • regarding bank guarantees, see the section "Commitments and Risks" in the Notes;

  • the Group has also recognized liabilities for options granted to non-controlling interests in the amount of Euro 481 thousand (see Note [21]);

  • commitments related to lease agreements that are not recognized as liabilities in accordance with IFRS 16 total approximately Euro 3,274 thousand;

  • the item, at December 31, 2022, did not include the net financial position of Toba PNC, i.e. net debt of Euro 1,737 thousand, as this had been reclassified among "Assets held

for sale and discontinued operations" and "liabilities directly associated with noncurrent assets held for sale and discontinued operations". The sale of the subsidiary was finalized on January 31, 2023.

The caption "Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)" includes the fair value measurement of the earn-out (previously included within "Non Current financial debt"), in the amount of USD 21,802 thousand (Euro 20,064 thousand at June 30, 2023 and Euro 20,441 thousand at December 31, 2022), equal to its maximum contractual value which is expected to be paid in 2024 to the selling shareholders of IPEG Inc., in accordance with contractual obligations.

The Group's net financial position at June 30, 2023 was a debt position of Euro 102,578 thousand (improving over the net debt of Euro 117,624 thousand at June 30, 2022), while increasing on Euro 88,081 thousand at December 31, 2022, absorbing net cash of Euro 14,497 thousand, in H! 2023, which substantially concerned, for approximately Euro 10,206 thousand, dividends approved and settled by the Parent Company in May 2023 and for approximately Euro 4,522 thousand investments in the period.

Excluding the effects of IFRS 16, the Group's net financial position at June 30, 2023 was Euro 84,699 thousand, compared to Euro 70,193 thousand at December 31, 2022, with cash absorbed in the amount of Euro 14,506 thousand.

Investments for the period totaled Euro 4,522 thousand (Euro 1,581 thousand in H1 2022).

Financial debt includes medium/long-term loans, mainly relating to the Parent Company and nearly entirely in euro, for Euro 135,215 thousand, of which Euro 38,258 thousand repayable within 12 months and the remaining Euro 96,957 thousand long-term.

As reported previously, in January 2022, in order to complete the IPEG acquisition, a 6-year Euro 100 million fixed-rate loan bearing annual interest of 1.335% was obtained.

This loan calls for the Group to meet a series of financial and non-financial covenants in line with market practice, particularly in relation to the Financial net debt-to-EBITDA and Financial net debt-to-equity ratios (as defined in the related agreement). These will be tested on a semiannual basis from December 31, 2022. At June 30, 2023, Group performance was amply within the covenants.

Net non-current assets

Net non-current assets represented by property, plant and equipment, right-of-use assets, intangible assets, equity investments, deferred tax assets and other non-current assets at June 30, 2023 amounted to Euro 213,297 thousand, decreasing on December 31, 2022 (Euro 215,602 thousand), as a combined effect of amortization and depreciation and investments in the period.

The figure at December 31, 2022, does not include the contribution of Toba Pnc of Euro 284 thousand, which has been reclassified among assets held for sale and discontinued operations.

(amounts in €'000) At 30th June 2023 At 31st December 2022
Property, plant and equipment 44,188 43,047
Right of Use (IFRS 16 - Lease) 21,637 22,109
Intangible assets 124,539 128,297
Equity investments 11,839 10,832
Other non-current assets 605 574
Deferred tax assets 10,489 10,744
Net non-current assets 213,297 215,602

Investments

Total investments for the period under review came to Euro 4,522 thousand (Euro 1,581 thousand in H1 2022 and Euro 5,838 thousand in 2022). Non-recurring investments amounted to Euro 2,604 thousand (Euro 169 thousand in H1 2022 and Euro 2,430 thousand in 2022), or 0.9% of Total revenue and other income. They concerned mainly to (i) work in progress related to the subsidiary FEA, regarding which the first phase and the consequently relocation of workforce was completed in July 2023, (ii) initial investments regarding the construction of the new factory in China, (iii) charges incurred for the two photovoltaic plant and intangible assets acquired within the purchase of ProTec Polymer Processing GmbH.

Net trade capital and net working capital

Net working capital for the period ended June 30, 2023, was as follows:

(amounts in €'000) At 30th June 2023 At 31st December 2022 At 30th June 2022
Trade receivables 88,959 89,771 76,137
Inventories 88,653 90,188 90,852
Contract assets for work in progress 8,954 6,374 6,711
Trade payables (67,763) (77,292) (69,262)
Advance from customers (36,019) (50,248) (45,856)
Contract liabilities for work in progress (4,197) (7,060) (3,696)
Net trade capital 78,587 51,734 54,886
Tax receivables 7,586 5,469 7,472
Other current assets 12,594 13,156 15,779
Tax liabilities and social security contributions (10,370) (11,285) (8,778)
Other current liabilities (26,772) (23,093) (28,293)
Net working capital 61,625 35,980 41,066

Net working capital increased on June 30, 2022 and December 31, 2022. This increase is mainly due to the increase in assets for contract work-in-progress for the advancement of a number of orders, the payment timing of trade payables, and the postponement of the collection of certain advances from customers to the second half of 2023.

The figure at December 31, 2022, does not include the contribution of Toba, a negative Euro 651 thousand, which was reclassified among "Assets held for sale and discontinued operations" and "Liabilities directly associated with assets held for sale and discontinued operations".

Medium/long term liabilities

(amounts in €'000) At 30th June 2023 At 31st December 2022
Employee benefits plans 5,304 5,445
Provision for risks and charges 5,351 4,956
Other non-current liabilities 2,328 3,295
Deferred tax liabilities 14,966 15,591
Medium/long term liabilities 27,949 29,286

At June 30, 2023, medium/long-term liabilities reduced mainly due to the reduction of deferred tax liabilities and the reclassification from non-current to current of payables for employee incentive plans.

Cash conversion

The cash conversion index is calculated as Adj. EBITDA last twelve months less recurring investments in the last twelve months as a percentage of Adj. EBITDA last twelve months. For the first half of 2023, it was 94.6% (93.9% for the first half of 2022).

Principal risks and uncertainties to which the Group is exposed

The Group's activities are exposed to a series of financial and operating risks that could affect its equity and financial position, the result for the period and cash flows through the related impact on financial instruments in place.

Overall responsibility for the creation and supervision of the Group's financial and operating risk management system lies with the Board of Directors. The various organization units functionally responsible for the operational management of each type of risk report to the Board of Directors.

Under guidelines issued by the Board of Director and for each specific risk, these units define the tools and techniques to cover the risks and/or transfer them to third parties (insurance) and evaluate risks neither covered nor insured.

For a closer analysis on the risks to which the Group is exposed, reference should be made to the Annual Financial Report at December 31, 2022, as there have been no changes with regards to that indicated concerning the risks to which the Group is exposed and their management.

Subsequent events after June 30, 2023

No subsequent events to June 30, 2023 are reported.

Outlook

The Group confirms its focus on continuing on the strategic path undertaken and on boosting its contribution to the circular economy by developing products and solutions for the recycled value chain, increasing acquisitions, and working to achieve greater market share in the Food & Industrial Applications segment.

With regard to future acquisitions, and given the completion of the IPEG, Inc. acquisition on January 31, 2022, it is reasonable to assume that the implementation of the strategic integration of IPEG group will continue in the next months, in order to take full advantage of the company's strategic potential, given also its importance within the Group.

Although the Group's focus is on reducing debt as a result of the above-mentioned operation, Piovan remains interested in companies with products/technologies that can expand the value chain served by the Group, and we will continue to assess potential opportunities for acquisitions and external growth.

With regard to developments in European legislation concerning the production and use of plastic, there is a possibility of changes in the marketplace. In particular, legislation could promote the use of recycled plastic or biodegradable polymers at the expense of virgin, petroleum-based polymers.

For the Piovan Group, this European legislation represents an opportunity to sell technologies developed in recent years for the automation, processing and screening of recycled and biodegradable plastics, a sector in which the Group has a position of significant leadership and technological advantage on the strength of various recycling-related patents The Company currently estimates that approximately 32.4% of the automations sold in the packaging, fiber and recycling segments are being used in order to make use of recycled material.

Since 2006, the Group has built hundreds of plastic recycling plant and thousands of systems that make it possible to create new products out of recycled plastic.

Piovan is already engaged at various levels in the process of change and is committed to providing solutions to the market for a circular economy, particularly in researching and developing advanced innovative technologies - allowing customers to use recycled polymers and obtaining a quality product with low environmental impact, cutting CO2 emissions and the consumption of scarce resources.

On the strength of a record performance in 2022 and with H1 2023 appearing to confirm the performance in 2022, the Group looks to organic growth for the future with great optimism despite the uncertainties related to the geopolitical environment. The Piovan Group operates across many geographical areas and in highly diversified sectors. This certainly mitigates the overall risk, which mainly stems from the significant raising of interest rates by central banks and the persistent geopolitical uncertainties.

The order backlog at June 30, 2023 has not undergone significant changes compared to the data of the previous year, thanks to an order intake which, although slightly down on the previous year, was again at a satisfactory level and in line with the Group plan.

In addition, supply chains are gradually normalizing.

Against these positive factors however, risks related to the ongoing Russia-Ukraine war persist, with its consequent impact on the economy, while the particularly high levels of inflation have forced central banks to considerably raise interest rates. Continuing this policy for too long may impact consumption and investment decisions.

Other information

Human resources

During the first half of 2023, the Group employed an average of 1,795 people, compared to 1,730 in the first half of 2022.

The distribution of operating personnel by category was as follows:

First half-year 2023 First half-year 2022
period end average period end average
Managers 42 41 38 36
Junior managers 116 115 107 109
White collars 1,040 1,038 1,020 1,000
Blue collars 595 602 591 585
Total 1,793 1,795 1,756 1,730

Transactions with parent companies, subsidiaries and associated companies

There were numerous inter-company transactions carried out in the ordinary course of business and at normal market conditions.

Inter-company transactions are inherent in the organization structure of the Group. These relationships concern both commercial activities (subsidiaries of Piovan S.p.A. and established in various countries which distribute the products of the Group as agents or as distributors), and production activities (subsidiaries of Piovan S.p.A. which, producing certain types of systems, supplement the Piovan S.p.A. product range or offering the same range to clients selling or acquiring machines to or from Piovan S.p.A.), as well as participation in the national tax consolidation by the Italian companies Piovan S.p.A., Aquatech S.r.l. and Penta S.r.l. with the parent company Pentafin S.p.A.

There are also financial transactions between the companies belonging to the Group, which are also carried out in the normal course of business and at normal market conditions, while there are no transactions that can be considered atypical.

For further information, reference should be made to the comments in the Other information section of the Explanatory Notes to the Consolidated Financial Statements.

Related party transactions

The "Regulation containing the provisions concerning related party transactions", adopted by Consob with motion No. 17221 of March 12, 2010, amended with motion No. 17389 of June 23, 2010 and Consob motion 21624 of December 10, 2022, enacted Article 2391-bis of the Civil Code.

On June 23, 2021, the Board of Directors passed a resolution to approve the revised RPT Policy in order to adapt it to the latest RPT Rules, as most recently amended.

The identification of transactions with related parties is undertaken in accordance with the afore-mentioned Consob regulation.

The company, in addition to the inter-company transactions commented upon above, also undertakes transactions with other related parties principally relating to persons that exercise administration and management functions in Piovan S.p.A., or entities controlled by such parties. These mainly concern commercial transactions and are carried out as part of the ordinary operations and at normal market conditions, as well as participation in the tax consolidation with the parent company Pentafin S.p.A.

Transactions with related parties are commented upon in the Other information section of the Explanatory Notes, to which reference should be made for further information.

Atypical and/or unusual transactions

There were no significant atypical and/or unusual transactions concerning the Parent Company Piovan S.p.A. or the Piovan Group in the first half of 2023.

Treasury shares or parent company shares in portfolio

Pursuant to Article 2428, paragraphs No. 2, No. 3 and No. 4 of the Civil Code we report that the company holds at June 30, 2023 2,567,539 treasury shares, for a total value of Euro 2,489 thousand, recorded in the financial statements as a reduction of net equity under the account Treasury shares in portfolio reserve. No other company in the Group holds treasury shares or shares of the parent company. With regard to shares issued, there are no limitations on voting rights, and no securities exist to which special control rights or special powers attach.

The environment and personnel

The Group carries out work with no potential negative impact on the region and the environment. It always, however, seeks to operate in accordance with best practices, working towards risk prevention and the reduction and minimization of its environmental impact. The Piovan Group also places great importance on the safety of its workers, and is committed to spreading the culture of safety within the Group and the various local organizations.

Off-balance sheet agreements

With regards to the information required by Article 2427, paragraph 1 No. 9 of the Civil Code, it is stated that the Group does not have Off-balance Sheet agreements, with the exception of that indicated in the Explanatory Notes.

Group and consolidated tax procedure

The companies Piovan S.p.A., Penta S.r.l. and Aquatech S.r.l. as consolidated companies adhered to the Group taxation procedures in accordance with the option exercised by Pentafin S.p.A. as consolidating company for the three-year period 2021-2023, as per Articles 117 and 129 of the Presidential Decree 917/1986.

In preparing the financial statements of these companies, the effects of the transfer of the tax positions due to the consolidated tax accounts were taken into account; in particular, the subsequent accounts receivable from/payable to the consolidating company were recognized.

CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS AT AND FOR THE SIX MONTH ENDED JUNE 30, 2023

32 Piovan Group - Consolidated Half-Year Financial Report at June 30, 2023

Consolidated financial statements at June 30, 2023

Consolidated statement of financial position

(amounts in €'000)

ASSETS Notes 30.06.2023 of which
related
parties
31.12.2022 of which
related
parties
"Other "Other
information" information"
NON-CURRENT ASSETS
Property, plant and equipment Note 1 44,188 43,047
Right of Use Note 2 21,637 205 22,109 243
Intangible assets Note 3 124,539 128,297
Equity investments Note 4 11,839 10,832
Other non-current assets Note 5 605 574
Deferred tax assets Note 6 10,489 10,744
TOTAL NON-CURRENT ASSETS 213,297 215,603
CURRENT ASSETS
Inventories Note 7 88,653 90,188
Contract assets for work in progress Note 8 8,954 6,374
Trade receivables Note 9 88,959 81 89,771 105
Current financial assets Note 10 6,599 6,815
Tax receivables Note 11 7,586 5,469
Other current assets Note 12 12,594 13,156 345
Cash and cash equivalents Note 13 67,178 94,365
TOTAL CURRENT ASSETS 280,523 306,138
Assets held for sale and disposal groups Note 14 1,269
TOTAL ASSETS 493,820 523,010
LIABILITIES AND EQUITY Notes 30.06.2023 of which
related
31.12.2022 of which
related
parties parties
"Other "Other
information" information"
EQUITY
Share capital Note 15 6,000 6,000
Legal reserve Note 15 1,200 1,200
Reserve for own shares in portfolio Note 15 (2,489) (2,208)
Translation reserve Note 15 2,368 3,952
Other Reserves and retained earnings Note 15 114,225 89,579
Net profit (loss) Note 15 22,610 34,588
Equity attributable to the owners of the parent 143,914 133,111
Equity attributable to non-controlling interests Note 16 2,328 1,819
TOTAL EQUITY 146,242 134,930
NON-CURRENT LIABILITIES
Long-term loans Note 18 96,957 107,311
Non-current financial liabilities Note 18 15,065 148 35,459 179
Employee benefits plans Note 19 5,304 5,445
Provision for risks and charges Note 20 5,351 4,956
Non-current liabilities for options granted to non-controlling Note 21 - -
interest
Other non-current liabilities Note 22 2,328 261 3,295 543
Deferred tax liabilities Note 6 14,966 15,591
TOTAL NON-CURRENT LIABILITIES 139,971 172,057
CURRENT LIABILITIES
Current portion of long-term loans Note 18 38,258 32,692
Current bank loans and borrowings Note 18 274 7,001
Current financial liabilities Note 18 23,473 63 3,503 63
Trade payables Note 23 67,763 446 77,292 762
Advance from customers Note 24 36,019 50,248
Contract liabilities for work in progress Note 8 4,197 7,060
Current liabilities for options granted to non-controlling
interests
Note 21 481 481
Tax liabilities and social security contributions Note 25 10,370 11,285
Other current liabilities Note 26 26,772 2,559 23,092 603
TOTAL CURRENT LIABILITIES 207,607 212,654
Liabilities associated with assets held for sale Note 14 3,369
TOTAL LIABILITIES 347,578 388,080
TOTAL LIABILITIES AND EQUITY 493,820 523,010

Consolidated statement of profit and loss

(amounts in €'000) of which of which
CONSOLIDATED STATEMENT OF PROFIT AND LOSS Notes 30.06.2023 related
parties
30.06.2022 (1) related
parties
"Other
information"
"Other
information"
Revenues Note 27 285,437 21 231,995 116
Other revenues and income Note 28 4,695 6,058
TOTAL REVENUES AND OTHER INCOME 290,132 238,053
Costs of raw materials, components and goods and changes
in inventories
Note 29 130,479 1,302 105,670 1,379
Services Note 30 53,905 717 48,589 861
Personnel expenses Note 31 65,989 552 55,634 777
Other expenses Note 32 2,301 1,451
Amortisation and depreciation Note 33 6,886 37 8,127 36
TOTAL COSTS 259,560 219,471
OPERATING PROFIT 30,572 18,582
Financial income Note 34 883 386
Financial Expenses Note 34 (1,746) 1 (1,380) 1
Net exchange rate gain (losses) Note 35 (639) 3,346
Gains (losses) on liabilities for option granted to non
controlling interests
Note 36 - -
Profit (losses) from equity investments carried at equity Note 37 1,136 547
Profit (losses) from disposals Note 38 1,337 -
PROFIT BEFORE TAXES 31,544 21,481
Income taxes Note 39 9,703 6,494
NET PROFIT 21,840 14,987
ATTRIBUTABLE TO:
Owners of the parent 22,610 14,848
Non-controlling interests (769) 139
Earnings per share
Basic earnings per share (in Euros) Note 17 0.44 0.30
Diluted earnings per share (in Euros) Note 17 0.44 0.29

(1) For the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the Half-Year Financial Report at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes and the Net profit were restated.

Consolidated statement of comprehensive income

(amounts in €'000)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 30.06.2023 30.06.2022 (1)
Net profit 21,840 14,987
Items that may be subsequently reclassified to profit or loss: -
- Exchange rate differences (1,456) 8,623
Other items valued using the equity method (127) 518
Items that may not be subsequently reclassified to profit or loss: -
- Actuarial gains (losses) on employee benefits net of the tax effect -
- Actuarial gains on agents' termination benefits net of the tax effect -
Total Comprehensive income 20,257 24,128
attributable to: -
- Owners of the parent 21,154 23,989
- Non-controlling interests (769) 139

(1) For the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the Half-Year Financial Report at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes and the Net profit were restated.

Consolidated statement of cash flows

(amounts in €'000)
Consolidated Statement of Cash Flow 30.06.2023 of which
related
parties
30.06.2022
(1) – (2)
of which
related
parties
OPERATING ACTIVITES
Net profit 21,840 14,987
Adjustments for: - -
Amortisation and depreciation 6,886 8,127
Provision 1,976 1,283
Net non-monetary financial (income) 1,746 360
Change in employee benefits liabilities (138) (315)
(Plus) or minus from disposal of fixed assets and investments - -
Unrealized currency exchange rate (gains) losses 700 (3,342)
Non-monetary changes related to liabilities for options granted to non
controlling interests - -
Investment equity valuation (1,136) (547)
Other non-monetary variations (31) (459)
Taxes 9,703 6,495
Cash flows from operating activities before changes in net working capital 41,546 26,590
(Increase)/decrease in trade receivables (348) 24 3,784 (81)
(Increase)/decrease in inventories (460) (13,328)
(Increase)/decrease in conctract assets and liabilities for work in progress (5,476) (4,341)
(Increase)/decrease in other current assets (1,657) - (5,769) -
Increase/(decrease) in trade payables (8,575) (316) (1,053) (237)
Increase/(decrease) in advance from customers (13,818) (3,170)
Increase/(decrease) in other current liabilities (1,542) (282) (844) -
(Increase)/decrease in non-current assets (33) (211)
Increase/(decrease) in non-current liabilities 127 - 1,855 -
Income taxes paid (7,383) (5,915)
CASH FLOWS FROM OPERATING ACTIVITIES (A) 2,381 (2,401)
INVESTING ACTIVITIES -
Investments in property, plant and equipment (3,742) 38 (1,294) -
Disinvestments in property, plant and equipment 196 13
Investments in intangible assets (780) (217)
Disinvestments in intangible assets - 42
Disinvestments/(investments) in financial assets - -
Disinvestments/(investments) in investments - -
Deferred price from the acquisition of controlling interest - -
Business combinations net of the acquired cash - (99,965)
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES (B) (4,326) (101,422)
FINANCING ACTIVITIES -
Issuance of bank loans 10,000 109,688
Repayment of bank loans (14,788) (10,480)
Change in current bank loans and borrowings (6,727) (2,471)
Interests paid (1,746) (360)
Increase/(decrease) in other financial liabilities (1,635) (31) (1,325) 95
Dividends paid (10,206) (5,193)
CASH FLOWS USED IN FINANCING ACTIVITIES (C) (25,102) 89,859
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (A ± B ± C) (27,047) (13,964)
EFFECT OF EXCHANGE RATE CHANGES ON BALANCE OF CASH HELD IN (140) (61)
FOREIGN CURRENCY
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD (E) 94,365 118,505
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (27,187) (13,964)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (G=D+E+F) 67,178 104,480

(1) For the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the Half-Year Financial Report at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes and the Net profit were restated.

(2) Restated as further explained in paragraph "Content, form and criteria for the preparation of the Condensed Half-Year Financial Statements at June 30, 2023".

Statement of changes in consolidated shareholder's equity

(amounts in €'000)

Share
Capital
Legal
reserve
Treasury
shares
Translation
reserve
Other
reserves
and
retained
earnings
Profit for
the year
attributable
to the
owner of
the parent
(1)
Equity
attributable
to the
owners of
the parent
(1)
Equity
attributable
to non
controlling
interests (1)
TOTAL
EQUITY
(1)
Balance at Jan, 1st, 2022 6,000 1,200 (2,250) (1,104) 64,811 28,347 97,004 1,447 98,451
Allocation of prior year profit 28,347 (28,347)
Distribution of dividends (5,093) (5,093) (100) (5,193)
Incentive plans 222 222 222
Treasury shares 42 386 428 428
Translation reserve reclassification (5) (5) 5
Total comprehensive income (1) 9,141 14,848 23,989 139 24,128
Balance at June 30th, 2022 (1) 6,000 1,200 (2,208) 8,032 88,674 14,848 116,544 1,491 118,036

(1) For the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the Half-Year Financial Report at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes and the Net profit were restated.

Share
Capital
Legal
reserve
Treasury
shares
Translation
reserve
Other
reserves
and
retained
earnings
Profit for
the year
attributable
to the
owner of
the parent
Equity
attributable
to the
owners of
the parent
Equity
attributable
to non
controlling
interests
TOTAL
EQUITY
Balance at Jan, 1st, 2023 6,000 1,200 (2,208) 3,953 89,580 34,588 133,111 1,818 134,930
Allocation of prior year profit 34,588 (34,588)
Distribution of dividends (10,206) (10,206) (10,206)
Incentive plans (360) (4) (364) (364)
Purchase of treasury shares 79 268 346 346
Disposals - 1,279 1,279
Total comprehensive income (1,583) 22,610 21,027 (769) 20,258
Balance at June 30th, 2023 6,000 1,200 (2,489) 2,370 114,225 22,610 143,914 2,328 146,242

Notes to the consolidated financial statements

Piovan S.p.A. ("the Company" or "the Parent Company"), the parent company of the group of the same name with registered office in Santa Maria di Sala (VE), via dell'Industria 16, is a jointstock company enrolled in the Venice Companies' Registration Office.

The shares of Piovan S.p.A. have been listed on the STAR segment of the MTA organized and managed by Borsa Italiana since October 19, 2018.

At June 30, 2023, of the Company's total share capital, in the amount of Euro 6,000,000, 58.35% was held by Pentafin S.p.A., while the remainder was distributed among private shareholders and in treasury shares.

The Company is the operative holding company of a group of companies engaged, in Italy and internationally (the "Group" or the "Piovan Group"), in production processes for the storage, transport and treatment of polymers, recycled plastics and bio-resins ("Technical Polymers"), automation systems for the storage and transport of food fluids and food and non-food powders ("Food Systems & Industrial Applications") and technical assistance and marketing of spare parts and services ("Services"). The Group is a global leader in the Technical Polymers market in the design and production of plants and control systems for the automation of all phases of the polymers, recycled plastics and bio-resins production cycle. In particular, over recent years, the Group has been particularly engaged in developing and producing systems to automate production processes for the circular economy for recycling and reusing plastic and for the production of plastics which are naturally compostable.

The technical solutions proposed by the Group, which permit the automation and streamlining of all the production and transformation process phases, include, for both the Technical Polymers and & Industrial Applications markets: (i) the design of machinery and engineering solutions; (ii) the production of plants and systems; and (iii) the installation at the customer's production facilities. In addition, the Group provides its customers with specific technical support from the preliminary design phase to the installation and start-up of the plant and machinery, ensuring ongoing support in order to guarantee optimal operation of the products installed.

The Group at June 30, 2023, comprised of 42 companies located on 4 continents, of which 13 production companies, with 14 production facilities and 29 commercial and service companies.

The Periodic Financial Statements at June 30, 2023, have been prepared as per Article 154-ter of Legislative Decree No. 58/98 and subsequent amendments, in addition to the Consob's Issuers' Regulation.

Content, form and criteria for the preparation of the Condensed Half-Year Financial Statements at June 30, 2023

The Condensed Consolidated Half-Year Financial Statements at June 30, 2023 were drawn up according to the measurement criteria set out by the IAS/IFRS endorsed by the European Union.

In particular, the Condensed Consolidated Half-Year Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting".

The Condensed Consolidated Half-Year Financial Statements at June 30, 2023 include the consolidated statement of financial position, the consolidated statement of profit and loss, the consolidated statement of comprehensive income, the statement of changes in consolidated equity, in addition to the consolidated statement of cash flow and these notes for the period between January 1, 2023 and June 30, 2023. Comparison is made with the statement of financial position at December 31, 2022 and with the statement of profit and loss and statement of comprehensive income, in addition to the statement of cash flow and the movements in equity, in the first half of 2022. It should be noted that, for the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to Condensed Consolidated Half-Year Financial Statements at June 30, 2022, following the definitive purchase price allocation for the IPEG group. Income taxes, and consequently the Net profit and equity at June 30, 2022, were restated. Furthermore, regarding the consolidated statement of cash flow, as already described in the annual financial report as of December 31, 2022, to provide more detailed information, it was decided to break out "(Increases)/decreases in contract work in progress" (previously included among "(Increases)/decreases in other current assets") and to break down investments and divestments related to both property, plant and equipment and intangible assets. Therefore, since these changes have been applied starting from the Annual Financial Report as of December 31, 2022, the comparative figures, for the consolidated statement of cash flows at June 30, 2022, have been restated to take account of these changes.

The Condensed Consolidated Half-Year Financial Statements at June 30, 2023 have been prepared on the basis of the historical cost convention, with the exception of derivative financial instruments which have been recognized at fair value as required by IFRS 9 - "Financial Instruments", and on a going-concern basis. The Group considers - also in view of its strong competitive positioning, its high profitability and the solidity of its balance sheet and financial position - that it operates as a going concern as per paragraphs 25 and 26 of IAS 1.

The "functional" and "presentation" currency of the Piovan Group, as defined by IAS 21, is the Euro.

The Condensed Consolidated Half-Year Financial Statements at June 30, 2023 have been prepared in thousands of Euro, which may result in rounding differences when individual line items are added together as the individual line items are calculated in Euro.

The preparation of the Condensed Consolidated Half-Year Financial Statements at June 30, 2023 in accordance with IAS/IFRS requires management to make estimates and assumptions which have an impact on the amounts reported in the financial statements and the relative notes; actual results may differ from the estimates made. Reference should be made to the Annual Consolidated Financial Report at December 31, 2022 with regards to the main areas requiring the use of estimates and assumptions.

Russia-Ukraine conflict

In early 2022, the outbreak of the war between Russia and Ukraine marked the start of a period of major global instability, both politically and economically. This climate, which continues to evolve, makes assessments of the impact of future scenarios on the Group's business and performance particularly complex.

The conflict is continuing to fuel major international humanitarian and social crises and is having major repercussions on the populations of these nations. Due to the international sanctions being used as a deterrent for some of the countries involved, we are also seeing a significant impact on trade and on their economies, which is exacerbating supply-chain issues.

The situation is constantly developing and the Company - also with the support of external consultants - is monitoring the situation and the international rules closely to assess any impact of the conflict on its operations. In fact, following the enactment of the eleventh sanctions package at the end of June 2023, the Group will no longer be able to operate in Russia.

The group however has only limited exposure in the areas impacted by the war (i.e. Ukraine, Russia, Belarus) in either sales or purchases. Based on figures for H1 2023, consolidated revenue generated by the Group in Russia, Belarus and Ukraine is 0.3% of the total.

Consolidation scope and basis for preparation

These Condensed Consolidated Half-Year Financial Statements at June 30, 2023 of the Piovan Group include those of the Parent Company and its Italian and overseas subsidiaries.

Compared to December 31, 2022, the consolidation scope changed as follows:

  • Completion of the sale of the 41% stake in Toba PNC on January 31, 2023, and consequent deconsolidation of the company.
  • On January 6, 2023, the Group established a new commercial branch in Indonesia Piovan Technology (PT) Indonesia – to be able to serve local clients in that country more directly.
  • Merger of Progema S.r.l. and Studio Ponte S.r.l. into Penta S.r.l. This operation did not have any effect on the consolidated financial statements.

No new company acquisitions were realized during the first half of 2023.

Paragraph "Other information", at the end of Explanatory Notes outlines the companies included in the consolidation scope at June 30, 2023.

The consolidation criteria adopted to prepare the Condensed Consolidated Half-Year Financial Statements at June 30, 2023 are the same as those adopted and reported in the Annual Financial Report at December 31, 2022 in the paragraph "Consolidation principles and basis".

Summary of the main accounting standards and policies

In preparing the Condensed Consolidated Half-Year Financial Statements at June 30, 2023, the same accounting standards and policies used to prepare the Consolidated Financial Statements at December 31, 2022 were adopted and to which reference should be made to the paragraph "Accounting policies". In addition, with regards to the accounting standards applicable from January 1, 2023, and indicated in the Annual financial report at December 31, 2022, no significant impacts were reported.

Changes in the main accounting standards applied and effects of the new standards

IFRS accounting standards, amendments, and interpretations applicable to the Company and applied from January 1, 2023

  • On May 18, 2017, the IASB published IFRS 17 - Insurance Contracts which replaces IFRS 4 - Insurance Contracts. This standard is effective as of January 1, 2023. The new standard ensures that an entity provides pertinent information which accurately presents the rights and obligations under insurance contracts. The adoption of this principle and the related amendment did not have any effects on the Group consolidated financial statements.
  • On May 7, 2021, the IASB published an amendment called "Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction The document clarifies how deferred taxes should be accounted for on certain transactions that can generate assets and liabilities of equal amounts, such as leases and decommissioning obligations. The amendments were applied from January 1, 2023. The adoption of this principle and the related amendment did not have any effects on the Group consolidated financial statements.
  • On February 12, 2021, the IASB published two amendments entitled "Disclosure of Accounting Policies—Amendments to IAS 1 and IFRS Practice Statement 2" and "Definition of Accounting Estimates—Amendments to IAS 8". The changes are intended to improve disclosure on accounting policies to provide more useful information to investors and other primary users of financial statements and to help companies distinguish between changes in accounting estimates and changes in accounting policies. The amendments were applied from January 1, 2023. The

adoption of this principle and the related amendment did not have any effects on the Group consolidated financial statements.

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

  • On January 23, 2020, the IASB published an amendment entitled "Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent" and on October 31, 2022 published an amendment entitled "Amendments to IAS 1 Presentation of Financial Statements: Non-Current Liabilities with Covenants". The purpose of the documents is to clarify how to classify payables and other short or long-term liabilities. These amendments shall enter into force on January 1, 2024 and early application is permitted.
  • On 22 September 2022, the IASB published an amendment entitled "Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback". The document requires the seller-lessee to measure the lease liability arising from a sale & leaseback transaction so as not to recognize income or losses relating to the retained right of use. The amendments will be applicable from January 1, 2024, although advance application is permitted.
  • On May 23, 2023, the IASB published an amendment called "Amendments to IAS 12 Income Taxes: International Tax Reform – Pillar Two Model Rules". It provides for the immediate application of the temporary exception, while the disclosure requirements will apply only to financial statements for years beginning on or after January 1, 2023.
  • On May 25, 2023, the IASB published an amendment entitled "Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements". The document requires an entity to provide additional information on reverse factoring arrangements. The amendments will be applicable from January 1, 2024, although advance application is permitted.

The Directors do not expect such new standards to have a significant impact on the Group's consolidated financial statements.

Translation of accounts in foreign currencies

Receivables and payables originally expressed in foreign currencies are converted into Euro at the exchange rate of the relative transactions. The differences arising on the collection of receivables and settlement of payables in foreign currencies are recorded in the statement of profit and loss.

Revenues and income, costs and charges related to currency transactions are recorded at the exchange rate at the transaction date.

At the end of the period the assets and liabilities measured in foreign currencies, with the exception of non-current non-monetary assets (which maintain the carrying value of the

transaction date) are recorded at the exchange rates at the reporting date and the relative gains or losses on exchange are recorded in the statement of profit and loss.

The main exchange rates (currency for 1 Euro) used to translate the financial statements in currencies other than the Euro for the periods ended June 30, 2023, December 31, 2022 and June 30, 2022 (comparative data) are summarized below:

Currency Average rate Closing rate
30.06.2023 30.06.2022 30.06.2023 31.12.2022
BRL Brazilian Real 5.483 5.558 5.279 5.639
CAD Canadian Dollar 1.457 1.391 1.442 1.444
CZK Czech Koruna 23.680 24.636 23.742 24.116
CNY Yuan Renminbi 7.490 7.083 7.898 7.358
GBP Pound Sterling 0.877 0.842 0.858 0.887
HUF Forint 380.711 374.712 371.930 400.870
MXN Mexican Peso 19.655 22.175 18.561 20.856
SGD Singapore Dollar 1.444 1.49 1.47 1.430
USD US Dollar 1.081 1.094 1.087 1.067
THB Baht 36.968 36.858 38.482 36.835
INR Indian Rupee 88.878 83.325 89.207 88.171
TRY Turkish Lira 21.544 16.233 28.319 19.965
AED UAE Dirham 3.970 4.018 3.991 3.917
JPY Yen 145.753 134.299 157.160 140.660
VND Dong 25,434.333 25,068.000 25,618.000 25,183.000
MAD Dirham Marocco 11.024 10.603 10.756 11.158
KRW Won sud 1,401.535 1,347.825 1,435.880 1,344.090
IDR Rupia tailandese 16,274.920 n.a. 16,384.540 n.a.

Use of estimates

When preparing these Condensed Consolidated Half-Year Financial Statements, the Directors had to apply accounting policies and methods which, in some circumstances, are based on difficult, subjective evaluations, or on past experience or on assumptions that are, periodically, considered reasonable and realistic depending on the specific circumstances. The application of these estimates and assumptions impact upon the amounts reported in the financial statements, in addition to the disclosure.

The final outcome of the valuations for which the above estimates and assumptions were used may differ from those reported in the financial statements because of the uncertainty that characterizes the assumptions and the conditions on which the estimates are based.

The items that, given their nature, have provided for greater recourse by the Directors to the use of estimates and for which a change in the conditions underlying the assumptions used may have an impact on the consolidated financial statements are as follows:

  • Liabilities for put options granted to non-controlling interests: the conditions under which these liabilities exist and their valuation, depending on the contractual provisions, may be based on future forecasts relating to economic and financial parameters and are therefore inherently uncertain;
  • Impairment test on goodwill: this test is used to assess the recoverability of goodwill allocated to cash generating units. The allocation of goodwill to cash generating units and the determination of its value in use requires the use of estimates that depend on factors that may change over time. The Group tests goodwill for impairment at least

once a year. For the purposes of this test, the recoverable value generated by the cash generating units (CGU's) was determined as the value in use using the "discounted cash flows" method. The Piovan Group conducted impairment testing at December 31, 2022, on goodwill, reviewing the forward-looking data for the CGUs. For the half-year financial report at June 30, 2023, the Directors, also having regard to the implications related to the Russia-Ukraine conflict, did not find elements that would require an updated impairment test.

Segment information

IFRS 8 requires that disclosures regarding operating segments be prepared in such a way as to provide the information necessary to assess the nature and effects on the financial statements of business activities and operating environments. This is done based on internal reporting and operating activities that generate revenues and costs, whose results are reviewed periodically by the chief operating decision maker in order to make decisions about resources to be allocated and to assess performance; operating segments were not identified other than the Group as a whole.

The disclosures also required for entities that have a single segment to report on products sold and services provided and geographical areas are provided in note [27].

Information on risks and financial instruments

The accounting policies applied in the preparation of the Half-Year Financial Report at June 30, 2023 for financial instruments are described in the "Accounting policies" section of the Annual Financial Report at December 31, 2022.

Group operations are exposed to a series of financial and operating risks which may impact the balance sheet/financial position, the result and the cash flows, through the relative impact on financial instrument transactions.

There were no changes compared to that indicated in the Annual Financial Report at December 31, 2022 regarding the risks to which the Group is exposed and their management. Specifically, as already described in detail, at the end of February 2020, following the outbreak of the COVID-19 health emergency, the general economic environment significantly deteriorated as a result of the restrictions introduced by the governments of the countries involved. In the same way, the great geopolitical tensions surrounding the conflict between Russia and Ukraine may lead to significant international humanitarian and social crises with major impacts on the people in these countries, as well as on the global economy and on the Group. International sanctions, used as a deterrent for certain countries involved, have had a significant impact on global trade and have led to a sharp increase in production costs, particularly in terms of energy, which has fueled an inflationary spiral that central banks are seeking to control by further tightening monetary policy and increasing interest rates.

The situation is constantly evolving and the Company is monitoring the markets closely to assess any impact it may have on the business. However, it should be noted that the Group has limited exposure to the regions involved in the war (i.e. Ukraine, Russia, and Belarus) both in terms of sales and purchases; therefore, assuming that the impact of the conflict remains contained to those regions, this should not have a significant impact on Group performance.

These developments, which are extraordinary in nature and extent, have had and continue to have, direct and indirect repercussions on economic activity giving rise to an environment of general uncertainty and whose evolution and effects are unforeseeable. This macroeconomic landscape may also have inevitable repercussions on the other risks described below.

In terms of currency risk, the exposure of assets, liabilities, revenues and pre-tax profits in foreign currencies is outlined below.

The following table summarizes the exposure relating to foreign currency assets and liabilities while showing the most important currencies for each year:

31.12.2022
(€/000) EUR USD CNY BRL MXN THB GBP CAD Other cu. Total
Total assets 211,612 248,634 19,563 10,515 10,550 5,944 5,234 3,779 7,178 523,009
Total liabilities 207,452 140,369 11,225 6,281 6,456 4,210 4,822 848 6,417 388,080
30.06.2023
(€/000) EUR USD CNY BRL MXN THB GBP CAD Other cu. Total
Total assets 188,857 245,780 15,989 10,369 13,410 4,365 4,870 3,504 6,677 493,820

The table below provides a sensitivity analysis of revenues to the risk arising from the translation into euros of revenues generated in currencies other than the euro, for changes of around + /- 10% compared with the average exchange rate for the period:

30.06.2023 30.06.2022
Net revenues FX in LC Current Forex Forex FX in LC Current Forex Forex
Forex in € +10% -10% Forex in € +10% -10%
EUR - Euro 106,115 106,114 106,115 106,115 96,705 96,705 96,705 96,705
USD - US Dollar 163,243 150,942 137,270 167,774 119,787 109,497 99,541 121,661
CNY - Renminbi 74,114 9,895 8,996 10,995 73,256 10,343 9,403 11,492
BRL – Real 26,483 4,830 4,391 5,366 26,490 4,766 4,333 5,296
GBP - Pound sterling 3,286 3,748 3,408 4,165 4,907 5,826 5,296 6,473
THB – Bath 49,667 1,344 1,221 1,493 21,725 589 536 655
TRY - Turkish lira 8,795 408 371 454 5,832 359 327 399
INR - Indian rupee 59,625 671 610 745 78,682 944 858 1,049
JPY - Japanese yen 2,623 18 16 20 2,770 21 19 23
CAD - Canadian dollar - - - - 5 3 3 4
MXN - Mexican peso 70,326 3,584 3,253 3,976 5,249 237 215 263
AED - UAE dirham 316 80 72 88 194 48 44 54
VND - Vietnamese Dong 10,165,735 400 363 444 2,458,751 98 89 109
HUF - Hungarian forint 12,134 32 29 35 10,968 29 27 33
CSK - Czech Koruna 4,916 208 189 231 4,054 165 150 183
KRW - South Corean Won - - - - 3,159,955 2,344 2,131 2,605
MAD - Dirham 88 8 7 9 210 20 18 22
TWD - New 104,205 3,154 2,868 3,505 - - - -
TOTAL - 285,436 269,178 305,415 231,995 219,694 247,025

The table below provides a sensitivity analysis of the pre-tax profit to the risk arising from the translation of financial statements denominated in currencies other than the euro, for changes of around + /- 10% compared with the average exchange rate for the period.

30.06.2023 30.06.2022
Result before taxes Current Forex
in €
Forex +10% Forex -10% Current Forex
in €
Forex +10% Forex -10%
EUR - Euro 13,788 13,788 13,788 11,565 11,565 11,565
SGD 14,045 12,768 15,606
USD - US Dollar 904 822 1,005 7,057 6,415 7,841
CNY - Renminbi 748 680 831 1,133 1,030 1,259
BRL - Real 424 386 471 203 185 226
GBP - Pound sterling 278 253 309 971 883 1,079
THB - Bath 69 62 76 (51) (46) (57)
TRY - Turkish lira 272 247 302 149 135 165
INR - Indian rupee (72) (66) (81) 189 172 210
JPY - Japanese yen 471 428 524 (54) (49) (60)
CAD - Canadian dollar 324 294 360 295 268 328
MXN - Mexican peso 107 97 119 596 541 662
AED - UAE dirham 33 30 37 17 16 19
VND - Dong (22) (20) (25) (17) (15) (18)
HUF - Hungarian forint 38 34 42
KRW - South Corean Won 48 44 54 (653) (593) (725)
MAD - Dirham 161 147 179 (12) (11) (14)
CSK - Czech Koruna (33) (30) (37) 56 51 62
TOTAL 31,544 29,929 33,517 21,481 20,581 22,584

With regard to the market risk related to interest rates, the following table shows an analysis of the sensitivity of interest expense to the risk arising from fluctuations in interest rates on floating rate loans, assuming an increase / decrease of 1% and 2% in interest rates.

Interest expense on variable rate loans
(€'000)
Interest
expenses
+1.00% +2.00% -1.00% -2.00%
30.06.2023 324 471 580 252 142
Interest expense on variable rate loans
(€'000)
Interest
expenses
+0.25% +0.5% -0.25% -0.50%
30.06.2022 14 26 41 - -

Explanatory Notes to the consolidated statement of financial position

[1] Property, plant and equipment

They amount to Euro 44,188 thousand at June 30, 2023 (Euro 43,047 thousand at December 31, 2022). They are composed as shown in the following tables, which also present the changes in H1 2023.

Category Balance
at
31.12.2022
Additions Disposals Translatio
n reserve
difference
s
Reclass. Depr. Balance
at
30.06.2023
Historical cost 37,714 421 (200) (367) 76 - 37,644
Land and buildings Depr. fund (9,182) - (0) 184 - (663) (9,662)
Total 28,532 421 (200) (184) 76 (663) 27,983
Historical cost 21,967 392 (44) (203) 82 - 22,194
Plant and machinery Depr. fund (13,482) - 40 126 - (623) (13,940)
Total 8,485 392 (4) (77) 82 (624) 8,255
Industrial and
commercial equipment
Historical cost 6,231 525 (2) 2 - - 6,756
Depr. fund (5,503) - 2 (2) - (186) (5,689)
Total 728 525 - 0 - (186) 1,067
Other assets Historical cost 27,551 171 (258) (186) (6) - 27,272
Depr. fund (23,486) - 266 171 - (731) (23,779)
Total 4,065 171 8 (14) (6) (731) 3,493
Assets under Historical cost 1,237 2,232 - (3) (76) - 3,390
construction and Depr. fund - - - - - - -
payments on account Total 1,237 2,232 - (3) (76) - 3,390
Total 43,047 3,742 (196) (277) 76 (2,204) 44,188

Capital expenditures in H1 2023 totaled Euro 3,742 thousand, of which non-recurring totaling Euro 2.154 thousand and relating principally for Euro 916 thousand to the subsidiary FEA S.r.l. as part of the production area expansion, regarding which the first phase and the consequently relocation of workforce was completed in July 2023, for Euro 211 thousand to the subsidiary Piovan Industrial Automation, related to the initial construction work on the new building in China, and for Euro 969 thousand to Piovan S.p.A. related mainly to the purchase and installation of photovoltaic panels.

The table below provides a geographical area breakdown of property, plant and equipment:

Property, plant and equipment 30.06.2023 31.12.2022
EMEA 29,425 27,910
- of which Italy 28,533 27,063
NORTH AMERICA 12,337 12,327
- of which the United States of America 12,215 12,311
ASIA 1,307 1,609
SOUTH AMERICA 1,119 1,250
Reclass Assets held for sale and disposal groups - (50)
Total 44,188 43,047

At June 30, 2023, property, plant and equipment are not burdened by mortgages or liens.

They are adequately covered against the risk of loss and/or damage through insurance policies with leading insurance companies.

Finally, no borrowing costs directly attributable to the acquisition, production or construction of tangible assets have been capitalized.

[2] Right-of-use

Right-of-use assets at June 30, 2023, amounts to Euro 21,637 thousand increased on Euro 22,109 thousand at December 31, 2022.

The most significant increase concerns the component Buildings, which includes the signing of a new lease agreement for an additional warehouse by Pelletron US in Pennsylvania.

Category Balance at
31.12.2022
Additions Disposals Translation
reserve
differences
Depr. Balance at
30.06.2023
Historical cost 32,661 1,860 (1,063) (240) - 33,218
Land and buildings Depr. fund (11,730) - 415 87 (1,738) (12,966)
Total 20,931 1,860 (648) (153) (1,738) 20,252
Plant and machinery Historical cost 1,870 - - - - 1,870
Depr. fund (1,836) - - - (11) (1,847)
Total 34 - - - (11) 23
Industrial and
commercial
equipment
Historical cost - - - - - -
Depr. fund - - - - - -
Total - - - - - -
Other assets Historical cost 3,131 557 (83) 11 - 3,617
Depr. fund (1,988) - 64 (7) (324) (2,255)
Total 1,144 557 (19) 4 (324) 1,362
Total 22,109 2,417 (667) (150) (2,072) 21,637

Below is a table with the changes in the year for each class of Right-of-Use:

The Right-of-use broken down by geographical area is presented below:

Right of use 30.06.2023 31.12.2022
EMEA 12,543 13,122
- of which Italy 9,138 9,560
NORTH AMERICA 8,453 8,446
- of which United States of America 8,063 8,126
ASIA 499 615
SOUTH AMERICA 142 159
Reclass. Assets held for sale and disposal groups - (233)
Totale 21,637 22,109

[3] Intangible assets

They amount to Euro 124,539 thousand at June 30, 2023, compared to Euro 128,297 thousand at December 31, 2022. The breakdown of the movements are as follows:

Category Balance
at
31.12.20
22
Additio
ns
Translation
reserve
differences
Reclass. Amortizatio
n
Balance
at
30.06.20
23
Goodwill 63,709 - (832) - - 62,877
Industrial patent and intellectual property rights 830 61 (9) 7 (116) 773
Concessions, licences, trademarks and similar (4)
rights 6,979 66 (107) (287) 6,647
Other intangible assets 56,552 450 (979) 4 (2,207) 53,820
Assets under construction and payments on (7)
account 227 203 (1) - 422
Total 128,297 780 (1,928) - (2,610) 124,539

The changes from the previous year are mainly attributable to the acquisition of intangible assets from ProTec Polymer Processing GmbH, to amortization for the period, and to currency differences.

The table below provides a geographical area breakdown of intangible assets:

Intangible Assets 30.06.2023 31.12.2022
EMEA 21,728 22,217
- of which Italy 21,708 22,197
NORTH AMERICA 102,515 105,783
- of which the United States of America 102,515 105,783
ASIA 33 41
SOUTH AMERICA 264 258
Reclassify Assets held for sale and disposal groups - (2)
Total 124,539 128,297

Intangible assets include those recognized following the acquisition of the IPEG group, particularly in the form of know-how for a residual Euro 10,962 thousand, customer relationships for a residual Euro 40,178 thousand, trademarks for a residual Euro 6,304 thousand, and goodwill in the amount of Euro 41,306 thousand.

Goodwill at June 30, 2023 amounted to Euro 62,877 thousand, compared to Euro 63,709 thousand at December 31, 2022. The change from the previous year is due to the trend in the EUR/USD exchange rate at period end. The goodwill mainly refers to the acquisition:

  • of the US subsidiary Universal Dynamics Inc. ("Unadyn") in 2008;
  • the acquisition of Penta S.r.l. at the end of 2014, in Progema S.r.l. in 2006 and in FEA in 2019. For the purpose of impairment testing;
  • of Doteco S.p.A. in 2020
  • of the IPEG group in 2022, divided into three CGU: "Conair", "Pelletron", "Thermal Care".

Goodwill 31.12.2022 Change in currency
translation reserve
30.06.2023
UnaDyn 3,510 (65) 3,445
Food 2,146 - 2,146
Energys 276 - 276
Doteco 15,695 - 15,695
Conair 29,294 (532) 28,761
Pelletron 5,212 (96) 5,116
Thermalcare 7,568 (139) 7,429
Other 8 - 8
Totale 63,709 (832) 62,877

The amount of tax deductible goodwill totals Euro 1,817 thousand and is attributable to the IPEG group.

No facts or events have been identified that would require updated impairment testing compared to the testing conducted for the accounts at December 31, 2022, which reported very high levels of coverage.

[4] Equity investments

They amount to Euro 11,839 thousand at June 30, 2023, compared to Euro 10,832 thousand at December 31, 2022. The increase is due to the result in the period of the Indian company Nuvu Conair Private Ltd, a joint venture in which IPEG Inc. holds a 50% interest.

Details of the movements in these equity investments are as follows:

Company Registered office % 31.12.202
2
Incr./
Decr.
Change in
transl.
reserve
30.06.2023
CMG S.p.A. Budrio (BO) 20% 216 128 - 344
Penta Auto Feeding India Ltd Mumbai (India) 50% 102 (35) 8 75
Nuvu Conair Private Ltd Ahmedabad (India) 50% 10,019 1,043 (127) 10,935
Total investments in affiliated companies and JV 10,337 1,136 (119) 11,354
Affinity 489 - (9) 480
Toba PNC 10% -
Other 6 - - 6
Total other investments 495 - (9) 486
Total 10,832 1,136 (128) 11,839

Equity investments in associates and joint ventures as indicated in the table above have been measured at equity. Other equity investments have been measured at fair value through profit or loss. Following the sale of the 41% stake in Toba PNC, the Group continued to hold a minority interest of 10%. The value of the investment was fully written down.

As better described in Annual Report as of December 31, 2022, it should be reminded that, because of the purchase price allocation process related to IPEG group acquisition, the investment in JV Nuvu Conair Private Ltd., held by IPEG, was recognized at its fair value, and the difference between the price paid and the net assets acquired, equal to USD 5,432 thousand (Euro 4,999 thousand) was allocated to Goodwill.

[5] Other non-current assets

At June 30, 2023, these amounted to Euro 605 thousand, compared to Euro 574 thousand at December 31, 2022; they mainly refer to various security deposits paid by Group companies on utilities and lease contracts for buildings where Group companies have their headquarters.

[6] Deferred tax assets and liabilities

Deferred tax assets amounted to Euro 10,489 thousand at June 30, 2023, compared to Euro 10,744 thousand at December 31, 2022.

Deferred tax liabilities amounted to Euro 14,966 thousand at June 30, 2023, compared to Euro 15,591 thousand at December 31, 2022. The Group has set aside deferred tax assets and liabilities on temporary differences between book values and tax values.

In particular, deferred tax assets and liabilities derive from the accrual of taxes on future costs or benefits with respect to the year in question, mainly as a result of increased taxes generated from the non-deductibility of losses on receivables, write-downs of equity investments, directors' fees not yet paid, and other amortization and depreciation deductible in subsequent years and provisions for risks.

Taxation has been calculated on the basis of the rates in force when the temporary differences will reverse in the various countries where the Group operates.

The deferred tax liabilities mainly related to the deferred taxes on the gains on the purchase price allocation of the IPEG group, in the amount of Euro 14,183 thousand at June 30, 2023.

The movement in deferred tax assets and deferred tax liabilities are reported below:

31.12.2022 Change in translation
reserve
Increase/(Decrease) in
income statement
30.06.2023
Deferred tax asset 10,744 (4) (251) 10,489
Deferred tax liability (15,591) 304 321 (14,966)
Totale (4,847) 300 70 (4,476)

[7] Inventories

At June 30, 2023, they amounted to Euro 88,653 thousand, compared to Euro 90,188 thousand at December 31, 2022; the breakdown is shown below:

Inventories 30.06.2023 31.12.2022
Raw materials 45,721 46,176
Semi-finished products 24,316 25,343
Finished goods 31,178 30,624
Progress payments 2,024 1,433
Allowance for inventory write-down (14,586) (13,388)
Inventories 88,653 90,188

The caption "Inventories" is essentially in line with the figures at December 31, 2022, and are consistent with provisioning needs and business trends.

[8] Contract assets and contract liabilities for work-in-progress

At June 30, 2023, the caption Contract Assets for work-in-progress amounted to Euro 8,954 thousand, compared with Euro 6,374 thousand at December 31, 2022.

Contract Liabilities for work-in-progress amounted to Euro 4,197 thousand at June 30, 2023, compared with Euro 7,060 thousand at December 31, 2022.

The following table shows the amount due from customers net of the relative advance payments (included under Assets for contract work-in-progress), and the amount due to customers, net of the relative advance payments (included under Liabilities for contract work-in-progress):

Contract assets for work in progress 30.06.2023 31.12.2022
Measurement of contracts in progress (costs incurred added to profits recognized) 27,967 23,330
Progress payments received (19,013) (16,956)
Amounts due from customers 8,954 6,374
Contract liabilities for work in progress 30.06.2023 31.12.2022
Measurement of contracts in progress (costs incurred added to profits recognized) 19,498 14,856
Progress payments received (23,695) (21,916)
Amounts due to customers (4,197) (7,060)

[9] Trade receivables

They amounted to Euro 88,959 thousand at June 30, 2023, compared to Euro 89,771 thousand at December 31, 2022. This item, which represents the exposure to third parties, is broken down as follows:

Trade receivables 30.06.2023 31.12.2022
Gross trade receivables 94,943 95,407
Provision for bad debt (5,983) (5,636)
Trade receivables 88,959 89,771

The value of receivables slightly decreased on December 31, 2022, in line with the Group's collection policies.

Write-downs are made on the basis of a careful analysis of past due accounts of customers in financial difficulties and clients with whom legal action has been initiated, in addition to estimated expected losses on receivables by management. The estimate considers past experience for similar receivables, current and historic amounts overdue, losses incurred, receipts, monitoring of the credit quality and projections on economic and market conditions, with the information known at the reporting date.

The annual provision is included under Other operating costs.

The following table shows the value of receivables at June 30, 2023, compared to the previous year, by maturity bracket and the relevant portion of the doubtful debts provision.

Receivables and bad debt 30.06.2023 31.12.2022
Receivables Bad Debt Receivables Bad Debt
Receivables due to expire 53,242 (831) 45,110 (1,286)
Receivables overdue whitin 30 days 23,376 (370) 33,083 (329)
Receivables overdue between 1 and 12 months 15,527 (1,983) 14,410 (1,218)
Receivables overdue over 12 months 2,799 (2,799) 2,804 (2,804)
Total 94,943 (5,983) 95,407 (5,636)

Receivables by geographical area are as follows:

30.06.2023 31.12.2022
EMEA 35,819 34,167
of which Italy 16,716 18,687
North America 34,677 38,499
ASIA 14,363 10,903
SOUTH AMERICA 4,100 6,202
Receivables 88,959 89,771

The doubtful debt provision reports the following movements in the period:

Provision for bad debt
31.12.2022 5,636
Release (353)
Accruals 698
Utilisations (25)
Exchange rate differences 27
30.06.2023 5,983

[10] Current financial assets

They amounted to Euro 6,599 thousand at June 30, 2023, compared to Euro 6,815 thousand at December 31, 2022. This item includes bonds purchased in order to invest available cash liquidity. These instruments have been measured at fair value (level 1) at June 30, 2023 as required by IFRS 9 and were classified as current financial assets in line with the purpose of using part of the available liquidity in low-risk and readily available instruments.

[11] Tax receivables

They amounted to Euro 7,586 thousand at June 30, 2023, compared to Euro 5,469 thousand at December 31, 2022. VAT receivables mainly refer to the parent company Piovan S.p.A. and the subsidiary Penta S.r.l.

Tax receivables 30.06.2023 31.12.2022
VAT receivables 3,093 1,687
Other current tax assets 4,493 3,782
Tax receivables 7,586 5,469

[12] Other current assets

They amounted to Euro 12,594 thousand at June 30, 2023, compared to Euro 13,156 thousand at December 31, 2022. A breakdown follows:

Other current assets 30.06.2023 31.12.2022
Advances to suppliers 9,727 9,067
Receivables from parent - 332
Prepayments and accrued expenses 1,923 2,151
Other receivables 944 1,606
Other current assets 12,594 13,156

[13] Cash and cash equivalents

They amount overall to Euro 67,178 thousand at June 30, 2023, compared to Euro 94,365 thousand at December 31, 2022.

Cash and cash equivalents 30.06.2023 31.12.2022
Current accounts and post office deposits 52,651 74,344
Cash equivalent 14,500 20,000
Cash 27 21
Cash and cash equivalents 67,178 94,365

Current accounts and postal deposits are classified as current assets, as highly liquid and convertible into cash with an exchange rate risk that is considered not significant.

The "Cash equivalents" account includes time deposits that can be divested rapidly.

For further information on the movements to cash and cash equivalents, reference should be made to the Statement of Cash Flows.

[14] Assets/Liabilities held for sale and disposal groups

At December 31, 2022, this included the assets and liabilities of Toba PNC. For the preparation of the Annual Financial Report at December 31, 2022, it was considered that the conditions were met for the application of IFRS 5 following the signing of the preliminary agreement for the sale of the 41% interest held by Piovan S.p.A. Therefore, Toba Pnc, was considered, at December 31, 2022, a Current asset held for sale. As a result, the assets and liabilities of Toba Pnc. were reclassified among "Assets held for sale and disposal groups" and "Liabilities directly associated with assets held for sale and disposal groups". The sales agreement was finalized with the transfer of the shares on January 31, 2023, the date on which Piovan S.p.A. no longer held a controlling interest in the company. Provided below is a breakdown of the assets and liabilities related to Toba PNC, which have been deconsolidated:

€/000 31.01.2023
Assets held for sale and disposal groups
Property, plant and equipment 49
Right of Use 233
Intangible assets 2
Other non-current assets 61
Inventories 173
Trade receivables 573
Other current assets 11
Cash and cash equivalents 167
Total Assets held for sale and disposal groups 1,269
Liabilities associated with assets held for sale
Employee benefits plans 57
Long-term loans 542
Non-current financial liabilities 436
Trade payables 471
Advance from costumers 537
Current portion of long-term loans 298
Current financial liabilities 629
Tax liabilities and social security contributions 95
Other current liabilities 304
Total Liabilities associated with assets held for sale 3,369
Fair value of assets (2,100)

[15] Equity attributable to the owners of the Parent

Equity is made up as follows:

Equity attributable to the owners of the parent 30.06.2023 31.12.2022
Share capital 6,000 6,000
Legal reserve 1,200 1,200
Reserve for own shares in portfolio (2,489) (2,208)
Translation reserve 2,368 3,952
Other Reserves and retained earnings 114,225 89,579
Net profit (loss) 22,610 34,588
Equity attributable to the owners of the parent 143,914 133,111

The Company's share capital approved, subscribed and paid-in amounted to Euro 6,000,000, divided into 53,600,000 ordinary shares with no par value.

The Company and the Group as at June 30, 2023 hold 2,567,539 treasury shares, equal to 4.79% of the share capital of Piovan S.p.A., directly through Piovan S.p.A. with a value of Euro 2,489 thousand at June 30, 2023. The change from the previous year is related to the assignment of treasury shares in January 2023 in relation to the first cycle of the 2020-2022 Performance Shares Plan. For this cycle, n. 93,255 shares were assigned to the beneficiaries of the plan, of which n. 40,094 were simultaneously withheld by the Company in order to meet the beneficiaries' fiscal obligations, in the form of a substitute tax, related to this assignment.

Also with reference to the 2020–2022 Performance Shares Plan, for the second and third cycles, certain executives of the Parent Company were granted the right to receive shares in Piovan S.p.A. numbering 298,761, based on achieving the plan's targets, with vesting dates set across a period from 2023 to 2024. The total value is Euro 1.067 thousand, whereas the amounts vested at June 30, 2023 totaled Euro 728 thousand. These shares will vest permanently at the end of the vesting period if the executive still has an employment relationship with the Company.

In addition, on April 24, 2023, the Shareholders' AGM approved the new stock grant plan for ordinary company shares, called the "2023-2025 Long Term Incentive Plan" (the "Plan"). The Plan is divided into three cycles (the first relating to the 2023- 2025 vesting period, the second relating to the 2024-2026 vesting period, and the third relating to the 2025-2027 vesting period) and provides for the allotment of ordinary shares of Piovan S.p.A. for each cycle. With reference to the first cycle, the rights were granted to managers of Piovan S.p.A., but also of its subsidiaries, and the number of rights at maturity was estimated at approximately n. 114,337. The total value of the first cycle is Euro 1,081 thousand, whereas the amounts vested at June 30, 2023 totaled Euro 180 thousand. These shares will vest permanently at the end of the vesting period if the executive still has an employment relationship with the Company.

The Translation reserve includes exchange rate differences arising from the translation of the opening equity of foreign companies included in the consolidation scope at the exchange rates prevailing at the end of the period and from the translation of their net income at the average exchange rates for the period.

The item Other reserves and retained earnings mainly includes the other profit and capital reserves of the Parent Company, in addition to the consolidated profit for previous years and the effects of adjustments resulting from the adoption of international accounting standards.

[16] Equity attributable to non-controlling interests

Equity attributable to non-controlling interests at June 30, 2023 amounted to Euro 2,328 thousand, compared to Euro 1,819 thousand at December 31, 2022. The account includes the share of the non-controlling interests in the subsidiaries. FDM GmbH and FEA.

The changes compared to December 31, 2022 were as follows:

  • the change in scope of consolidation with the sale of Toba PNC, an increase of Euro 1,279 thousand;
  • the non-controlling interest share of the losses of the subsidiaries FDM GmbH and FEA, in the amount of Euro 769 thousand.

[17] Basic and diluted earnings per share

At June 30, 2023, the shares in circulation numbered 53,600,000 and the treasury shares held by Piovan S.p.A. amounted to 2,567,539.

Earnings per share was calculated by dividing the net profit attributable to the shareholders of the Parent Company by the weighted average number of ordinary shares in circulation during the reporting period. As mentioned in relation to the Group's equity, ordinary shares were repurchased in Q1 2023. In addition, it should be noted that in the context of the 2020 - 2022 Performance Shares Plan and the 2023 - 2025 Long Term Incentive Plan, there are ordinary shares that could be assigned at the end of the vesting period, drawing on treasury shares in the portfolio and which could have a diluting effect.

The calculation of the basic earnings per share is as follows:

Earnings per share 30.06.2023 30.06.2022 (*)
Net Profit Attributable to Owners of the Parent (in thousands of Euros) 22,610 15,057
Weighted average number of ordinary shares (in thousands of units) 51,024 50,953
Basic earnings per share (in Euros) 0.44 0.30

(*) For the purposes of comparison, the figure for H1 2022 has been restated compared to the interim report at June 30, 2022, following the definitive purchase price allocation for the IPEG group.

The diluted earnings per share is as follows:

Dilutive earnings per share 30.06.2023 30.06.2022 (*)
Net Profit Attributable to Owners of the Parent (in thousands of Euros) 22,610 15,057
Weighted average number of ordinary shares (in thousands of units) 51,428 51,244
Dilutive earnings per share (in Euros) 0.44 0.29

(*) For the purposes of comparison, the figure for H1 2022 has been restated compared to the interim report at June 30, 2022, following the definitive purchase price allocation for the IPEG group.

[18] Current and non-current financial liabilities

The account is broken down as follows:

Current financial liabilities 30.06.2023 31.12.2022
Short-term bank borrowings 274 7,001
Current portion of long-term loans 38,258 32,692
Other current financial liabilities 23,473 3,503
Current financial liabilities 62,005 43,196
Non-current financial liabilities 30.06.2023 31.12.2022
Medium to long-term bank loans 96,957 107,311
Other non-current financial liabilites 15,065 35,459
Non-current financial liabilities 112,022 142,770

The caption "Other current financial liabilities" increased and "Other non-current financial liabilities" decreased due to the reclassification of the from non current to current of the fair value of the earn-out which is expected to be paid within June 2024 to the former shareholders of IPEG Inc., in accordance with contractual obligations.

Below is provided a breakdown by contract of "Medium to long-term bank loans" and the "Current portion of medium to long-term loans" at June 30, 2023, and December 31, 2022, as well as the main features of the bank loans by maturity:

Original 30.06.2023 31.12.2022
Currency amount Maturity Interest
rate
Terms Residual Curren Non Residual Current Non
(EUR) debt t current debt current
EUR 7,000 03/05/2024 Fixed 0.54% 1,764 1,764 - 2,643 1,759 883
EUR 5,000 05/02/2025 Variable Euribor 6m+0.65% 2,000 1,000 1,000 2,500 1,000 1,500
EUR 7,000 07/04/2024 Variable Euribor 6m+0.85% 1,750 1,750 - 2,625 1,750 875
EUR 2,000 24/06/2023 Fixed 0.35% - - - 335 335 -
EUR 20,000 14/10/2025 Fixed 0.67% 10,000 4,000 6,000 12,000 4,000 8,000
EUR 4,125 23/12/2028 Variable Euribor 6m+0.6% 3,241 589 2,652 3,536 589 2,946
EUR 5,000 05/05/2023 Fixed 0.01% - - - 1,667 1,667 -
EUR 10,000 22/11/2024 Fixed 0.25% 5,009 3,337 1,672 6,675 3,333 3,342
EUR 100,000 21/01/2028 Fixed 1.34% 95,000 20,000 75,000 100,000 15,000 85,000
EUR 10,000 20/06/2025 Variable Euribor 6m+0.80% 6,756 3,317 3,439 8,370 3,258 5,112
EUR 10,000 15/05/2027 Variable Euribor 6m+0.75% 10,000 2,500 7,500 - - -
KRW 839 31/08/2026 Fixed 3.85% - - - 839 298 542
KRW 372 29/06/2026 Fixed 2.03% - - - 372 62 310
Reclassification of liabilities associated with assets held for sale - Toba Pnc - - - (1,211) (360) (852)
Bank loans 135,520 38,258 97,262 140,350 32,692 107,658
EUR 595 30/06/2031 Fixed 0.18% 595 74 521 595 37 558
Other 595 74 521 595 37 558
Total 136,115 38,332 97,783 140,945 32,729 108,216

Loans are recognized at amortized cost and include arrangement expenses of Euro 305 thousand recognized as a reduction to the residual debt (Euro 347 thousand at December 31, 2022).

Current fincial liabilities Non current fincial liabilities
€/000 Short-term
bank
borrowings
Current
portion of
long-term
loans
Other
loans and
borrowings
Total
current
financial
liabilities
Medium
to long
term
bank
loans
Other
loans and
borrowings
Total
non
current
financial
liabilities
31.12.2022 7,001 32,692 3,503 43,196 107,311 35,459 142,770

Financial liabilities changed during the period as follows:

As required by IFRS 7, the following table show cash flows relating to the Group's financial liabilities by maturity.

Change in consolidation area - - - - - - - Disbursements/(Refunds) (6,727) (4,787) (1,634) (13,149) - - - Change in translation reserve - - (41) (41) - (499) (499) Increase/(decrease) for lease - - 525 525 - 1,225 1,225 Reclassifications from non current to current - 10,353 21,120 31,474 (10,353) (21,120) (31,474) 30.06.2023 274 38,258 23,473 62,005 96,958 15,065 112,022

30.06.2023 Total Total
flows
Within 1
year
From 2
to 5
years
Over 5
years
Medium to long-term bank loans 96,957 99,716 99,416 301
Other loans and borrowings 15,065 15,340 15,340
Non-current financial liabilities 112,022 115,057 114,756 301
Short-term bank borrowings 38,258 40,230 40,230
Current portion of long-term loans 274 274 274
Other loans and borrowings 23,473 23,803 23,803
Current financial liabilities 62,005 64,307 64,307

[19] Employee defined benefits

They amount overall to Euro 5,304 thousand at June 30, 2023, compared to Euro 5,445 thousand at December 31, 2022.

The item mainly includes the liabilities for the Post-employment benefit provision recorded in the companies of the Group qualifying as defined benefit plans according to IAS 19 and thus subject to actuarial calculation.

Compared to the actuarial assumptions outlined in the Explanatory Notes to the Consolidated Financial Report at December 31, 2022, no developments occurred which would require an update to the actuarial calculation and to the underlying assumptions.

Defined Benefit Plan
31.12.2022 5,445
Accrual 891
Release (1,035)
Translation changes 3
30.06.2023 5,304

[20] Provisions for risks and charges

Provisions for risks and charges 31.12.2022 Accruals Releases Chanege in
translation
reserve
30.06.2023
Provision for legal and tax risks 686 40 - (9) 717
Provision for product warranties 2,615 360 - (38) 2,937
Provision for agents' termination benefits 176 9 - 7 192
Pension provision 50 - (1) - 49
Other provisions for risks 1,429 1,005 (943) (35) 1,456
Provisions for risks and charges 4,956 1,414 (944) (75) 5,351

The provision for risks and charges at June 30, 2023 reported a net increase of approximately Euro 395 thousand.

The Provision for legal and tax risks at June 30, 2023 mainly includes:

  • a provision of Euro 167 thousand of the subsidiary Piovan France Sas set aside in relation to a dispute with the owner of the building in which the company operated until 2020.
  • a provision set aside by the US subsidiary for a total amount at June 30, 2023 of USD 517 thousand (Euro 475 thousand) against a potential liability linked to indirect taxation in various states.

The Provision for product warranty was set up to cover estimated warranty service charges to be incurred in the future, calculated on the basis of historical costs and expected costs relating to the machines and plants sold and still within the initial warranty period. The significant increase is attributable to the IPEG group, which grants customers a longer-than-average warranty period for certain specific products.

The provision for agents' termination benefits represents the estimated liability resulting from the application of current legislation and contractual clauses regarding the termination of agency relationships.

The item other risk provisions includes:

  • an estimate of the charges that may need to be incurred for the relocation of Piovan Plastic Machinery to the new plant;
  • a provision for the remainder that represents the best estimate of the costs needed to fulfil existing commercial contracts (net of related economic benefits).

[21] Non-current and current liabilities for options granted to non-controlling interests

The liability totaled Euro 481 thousand at June 30, 2023, unchanged on December 31, 2022.

The items in question refer to liabilities for put options granted to the non-controlling interests of FEA. In particular, the liability recognized concerns a 32% holding of non-controlling interests. The contract stipulates that the non-controlling interests may exercise a put option on all, and not part, of their share capital in the period between 30.04.2022 and 30.04.2024. Piovan S.p.A., on the other hand, may exercise a call option - also in a single transaction and in the period between 30.04.2022 and 30.04.2024 - on the 12% of share capital held by FEA's historic shareholders. The value of the share is determined when exercising the option based on certain financial parameters defined in the agreements between the parties.

The book value of the liabilities for put options described above represent the best estimate, at each reference date, of their present value.

With regard to the subsidiary FDM, the minority shareholder of the latter holds a put option on its share (33.33%). This option has not been measured as it is subordinate to actions that the Parent Company must implement and therefore under the control of the latter.

[22] Other non-current liabilities

At June 30, 2023, these amounted to Euro 2,328 thousand compared to Euro 3,295 thousand at December 31, 2022, and are represented by payables to employees for incentive plans and by non-current tax payables of the subsidiaries Piovan Do Brasil and Piovan Plastic Machinery.

30.06.2023 31.12.2022
Payables to employees 1,593 2,630
Tax payables 735 664
Other current liabilities 2,328 3,295

[23] Trade payables

They amounted to Euro 67,763 thousand at June 30, 2023, compared to Euro 77,292 thousand at December 31, 2022. The movement in this item on December 31, 2022 mainly derives from the reduction in the timing of payments.

[24] Advances from customers

At June 30, 2023, Advances from customers amounted to Euro 36,019 thousand, compared to Euro 50,248 thousand at December 31, 2022. This item refers to advances received by customers and relating to contracts where performance obligations are met at a point in time.

[25] Tax liabilities and social security contributions

They amount to Euro 10,370 thousand at June 30, 2023, compared to Euro 11,285 thousand at December 31, 2022. The account is broken down as follows:

30.06.2023 31.12.2022
Social security contributions 3,757 3,935
VAT liabilities 1,852 3,104
Tax withholdings for employees 1,830 1,638
Income tax liabilities (IRES and IRAP) 2,648 2,525
Other 284 84
Tax liabilities and social security contributions 10,371 11,285

The account decreased mainly as a result of the reduction in VAT payable.

[26] Other current liabilities

They amounted to Euro 26,772 thousand at June 30, 2023, compared to Euro 23,092 thousand at December 31, 2022. The account is broken down as follows:

30.06.2023 31.12.2022
Payables to employees 16,834 12,383
Payables to parent company 2,029 0
Accrued income and deferred expense 3,538 3,922
Other payables 4,371 6,788
Other current liabilities 26,772 23,092

Employee payables refer to wages and salaries and accruals for vacation and leave accrued. Payables to parent companies mainly refer to the parent company Piovan S.p.A. and concern estimated current taxes based on performance for the period in accordance with the tax consolidation contract in place with the parent company, Pentafin S.p.A.. The balance at December 31, 2022 was a credit.

Explanatory Notes to the Consolidated Statement of Profit and Loss

Regarding comparison between H1 2023 and H1 2022 results, it should be reminded that, since IPEG group acquisition was completed at the end of January 2022, H1 2022 includes its contribution, only for 5 months.

[27] Revenue

Revenue amounted to Euro 285,437 thousand in H1 2023 compared to Euro 231,995 thousand in H1 2022, an increase of 23%. Revenues are shown net of discounts and rebates. It should be noted that H1 2022 includes the IPEG group for just 5 months.

In order to provide adequate disclosure a breakdown of revenues by market and region is provided below. This breakdown is the analysis regularly monitored by Group Management.

€/000 First halfyear 2023 % First halfyear 2022 (*) % Change Change % Technical Polymers 223,531 78.3% 175,533 75.7% 47,998 27.3% Food & Industrial Applications 18,599 6.5% 23,230 10.0% (4,631) (19.9%) Services 43,307 15.2% 33,232 14.3% 10,075 30.3%

The breakdown of revenue by market is as follows:

Revenue 285,437 100.0% 231,995 100.0% 53,442 23.0% (*)H1 2022 includes the IPEG group for just 5 months.

Part of the revenues of the Technical Polymers Systems and the Food and Industrial Applications Systems markets derive from contracts with customers where the performance obligations, as well as the recognition of the related revenues, are met over time, as described in the section "Accounting policies" of the Annual Financial Report at December 31, 2022. The above revenue category totaled Euro 14,172 thousand for the first six months of 2023 (Euro 15 million in H1 2022). This revenue mainly relates to the subsidiaries Penta S.r.l., FEA S.r.l. and Pelletron Corp., part of the IPEG Group.

The breakdown of revenue by region is as follows:

€/000 First half-year
2023
% First half-year
2022 (*)
% Change Change %
EMEA 94,127 33.0% 88,021 37.9% 6,106 6.9%
ASIA 32,637 11.4% 19,823 8.5% 12,814 64.6%
NORTH AMERICA 148,814 52.1% 116,871 50.4% 31,943 27.3%
SOUTH AMERICA 9,859 3.5% 7,280 3.1% 2,579 35.4%
Revenue 285,437 100.0% 231,995 100.0% 53,442 23.0%

(*)H1 2022 includes the IPEG group for just 5 months.

Revenue in EMEA include revenue in Italy which amounted to Euro 26,906 thousand in the first six months of 2023 and Euro 27,559 thousand in the first six months of the previous year.

For further information, reference should be made to the "Group operating performance" section.

[28] Other Revenue

Other revenue amounted to Euro 4,695 thousand, decreasing Euro 1,363 thousand compared to the first six months of 2022 and which breaks down as follows:

€/000 First half-year 2023 First half-year 2022
Accessory transport services for sales 3,280 4,188
Machinery leases 28 66
Grants 417 335
Contingency 472 424
Gains for disposal of tangible and intangible assets 33 53
Insurance compensation 3 6
Agency commissions 18 4
Increase in fixed assets for internal works - 151
Other 444 831
Other revenues and income 4,695 6,058

Accessory transport services for sales mainly refers to revenues from transport ancillary services related to sales transactions with customers.

Machinery rent refers to income from the rental of assets produced internally generally for demonstration purposes or for the time until delivery of the system ordered by the customer.

Grants related to income are mainly represented by grants for research and development of Piovan S.p.A.

Other Revenue mainly includes recharges and penalties applied to customers.

[29] Purchases of raw materials, components, goods and change in inventories

This item amounted to Euro 130,479 thousand in the first six months of 2023, compared to Euro 105,670 thousand in the first six months of the previous year. This item is broken down as follows:

First half-year 2023 First half-year
2022
Costs of raw materials, components and goods 121,530 103,692
Costs of consumables 6,280 3,851
Change in raw materials and goods 1,336 1,561
Change in finished goods and semi-finished products 1,333 (3,434)
Costs of raw materials, components and goods and changes in inventories 130,479 105,670

The item increased on the first half of the previous year by approximately 23.5%. This accounted for 44.4% of Total revenue and income in the first half of 2022 and 45% in the first half of 2023. It should be noted that H1 2022 includes the IPEG group for just 5 months.

[30] Services

Services amounted to Euro 53,905 thousand in the first half of 2023, compared with Euro 48,589 thousand in 2022.

€/000 First half-year 2023 First half-year
2022
Outsourcing 21,581 19,796
Transport 4,089 5,667
Business trips and travel 3,476 2,559
Agency commissions 8,563 6,304
Fees to directors, statutory auditors and independent auditors 1,085 1,231
Consultancies 3,036 2,975
Maintenance and repairs 2,331 1,926
Marketing and advertising 2,046 1,610
Utilities 1,408 1,326
Insurance 609 590
Telephone and connections 494 433
Other costs for services 3,550 2,898
Rental expenses 875 642
Leases 88 197
Hires 674 436
Services 53,905 48,589
of which non-recurring 219 512
Costs for services excluding non-recurring services 53,686 48,077

The item increased on the first half of the previous year by approximately 10.9%. It should be noted that H1 2022 includes the IPEG group for just 5 months. This accounted for 20.2% of Total revenue and income in the first half of 2022 and 18.5% in the first half of 2023.

The main cost accounts also from an industrial process viewpoint refer to:

  • outsourcing costs amounting to Euro 21,581 thousand in the first half of 2023 (40.0% of total Service costs) determined by the production methods of the Group, which concentrates internally processing and high value added and core activities. In H1 2022, this item amounted to Euro 19,796 thousand (40.7% of total Service Costs). Outsourcing as a percentage of revenue slightly improved on H1 2022 due also to the different product mix.
  • transport costs on purchases and sales, which totaled Euro 4,089 thousand in H1 2023, equal to 7.6% of service costs, compared to 11.7% from H1 2022. The change was due to different mix of sales conditions;
  • business trips and travel relating to both commercial activities and customer relations, and travel to customers' production sites to carry out installation and start-up and customer assistance;
  • commission costs, which totaled Euro 8,563 thousand in H1 2023, equal to 15.9% of service costs, compared to 13.0% from H1 2022. The increase is due to the increase in sales volumes and a different sales mix.

Rent, lease and similar costs include costs related to rental agreements that do not meet the characteristics for the application of IFRS 16.

[31] Personnel expenses

Personnel expenses amounted to Euro 65,989 thousand, compared with Euro 55,634 thousand in the first half of 2022. A breakdown of personnel expenses is provided below:

€/000 First half-year 2023 First half-year 2022
Wages and salaries 51,523 43,610
Social security contributions 9,614 8,561
Costs for defined benefit plans 891 947
Other expenses 3,961 2,516
Personnel expenses 65,989 55,634

The account increased by about 18.6% compared to the first half of the previous year. It should be noted that H1 2022 includes the IPEG group for just 5 months. This accounted for 23.4% of Total revenue and income in the first half of 2022 and 22.7% in the first half of 2023, recording a small improvement.

The breakdown of the workforce compared to H1 2022 is presented below:

First half-year 2023 First half-year 2022
period end average period end average
Managers 42 41 38 36
Junior managers 116 115 107 109
White collars 1,040 1,038 1,020 1,000
Blue collars 595 602 591 585
Total 1,793 1,795 1,756 1,730

[32] Other operating costs

This item amounted to Euro 2,301 thousand, compared with Euro 1,451 thousand in the previous year. This item is broken down as follows:

€/000 First half-year 2023 First half-year 2022
Other taxes and duties 527 539
Bad debt provision 386 (574)
Entertainment costs 185 135
Provision for legal and tax risks 191 304
Provision for product warranty 360 240
Provision for additional client expenses 9 13
Other 643 795
Other expenses 2,301 1,451

Other taxes and duties mainly includes indirect taxes on property and local taxes related to operations in the various countries and in particular with regard to the newly acquired group in the United States, to the parent company in Italy, and to the other shareholdings in Brazil and in the United States.

[33] Amortization, depreciation and write-downs

This item amounted to Euro 6,886 thousand compared with Euro 8,127 thousand in previous year. This item is broken down as follows:

€/000 First half-year 2023 First half-year 2022
Amortisation 2,610 3,861
Depreciation 2,204 1,825
Right of use depreciation 2,072 1,958
Impairment loss on intangible assets - 482
Depreciation & amortisation 6,886 8,127

[34] Financial income and expenses

The account presented net expenses of Euro 862 thousand in H1 2023, compared to net expenses of Euro 994 thousand in H1 2022. This item is broken down as follows:

€/000 First half-year 2023 First half-year 2022
Interest income 482 97
Income on financial assets 136 75
Other financial income 265 215
Financial income 883 386
Bank interest expenses 1,143 690
Other interest expenses 246 213
Other financial expenses 357 478
Financial expense 1,746 1,381
Net financial income (charges) (863) (994)

Financial income is mainly attributable to the Parent Company and includes interest income on deposits and on bonds, which increased compared to H1 2022 as a result of more effective management of liquidity.

Interest expense increased mainly in response to new financing obtained in January 2022 for the acquisition of the IPEG group.

[35] Net exchange rate gains/(losses)

The item reports a net loss of Euro 639 thousand in H1 2023, compared to a net gain of Euro 3,346 thousand in H1 2022. This item is broken down as follows:

First half-year 2023 First half-year 2022
Exchange rate gains 4,070 5,219
Exchange rate losses (4,709) (1,873)
Net exchange rate gain (losses) (639) 3,346

Unrealized foreign exchange gains included under Foreign exchange gains amounted to Euro 2,914 thousand in first six months 2023 (71.6% of foreign exchange gains for the period) and Euro 4,450 thousand in the first six months of 2022 (85% of foreign exchange gains for the period).

Unrealized foreign exchange losses included under Foreign exchange losses amounted to Euro 3,614 thousand in the first six months of 2023 (76.8% of foreign exchange losses for the period) and Euro 897 thousand in the first six months of 2022 (75.4% of foreign exchange losses for the period).

The change on H1 2022 is mainly attributable to the IPEG group and to Piovan do Brasil, as well as to the trends in the US dollar and Brazilian real against the Euro.

[36] Gains/(losses) on liabilities for option granted to non-controlling interests

There is no valuation income or expense during the reporting period. For further details, reference should be made to Note [21].

[37] Profits/(Losses) from equity investments carried at equity

The item amounted to net profit of Euro 1,136 thousand in H1 2023 (Euro 547 thousand in H1 2022), and related to investments measured using the equity method. Reference should be made to note [4] for further information.

[38] Gains/(losses) on assets and liabilities sold

This includes the income attributable to the Group from the sale of the investment in Toba PNC and consequent loss of a controlling interest.

[39] Income Taxes

This item amounted to Euro 9,703 thousand in the first six months of 2023 compared to Euro 6,494 thousand in the first six months of the previous year. Income taxes have been determined taking into account the best estimate of the average annual tax rate expected for the whole year.

First half-year 2023 First half-year 2022 (*)
Current tax liabilities 9,557 7,701
Deferred/advance taxes (70) (1,207)
Previous years taxes 217
Income taxes 9,703 6,494

(*) For the purposes of comparison, the statement of profit and loss figures for H1 2022 have been restated compared to the Half-Year Financial Report at June 30, 2023, following the definitive purchase price allocation for the IPEG group.

Other information

Non-recurring items

Consob Communication no. DEM/6064293 of July 28, 2006 requires information on significant events and transactions whose occurrence is non-recurring or on transactions or events that do not occur frequently in the normal course of business.

Non-recurring income relates to non-exceptional income items.

In H1 2023 and H1 2022, the following non recurring items have been identified

Non recurring items (€/000) H1 2023 H1 2022
Non recurring expenses relate to acquisition and integration of IPEF group (198) (511)
Personnel expenses - (102)
Non recurring expenses related to new plant in China (21)
Impairment loss on Toba's goodwill - (482)
Gain from sale of Toba 1,337
Total income/(expenses) 1,118 (1,095)

Incentive Plans

On May 12, 2020, the Shareholders' Meeting of the Parent Company approved three medium/long-term incentive plans, which aim to retain and incentivize those beneficiaries who are key players in achieving the Group's objectives. This will align the remuneration of these beneficiaries with increases in value and return on shareholder investment.

The first plan, called the "2020-2022 Performance Shares Plan", stipulates that the beneficiaries are identified from among the Executive Directors, excluding the Executive Chairperson, and the Senior Executives at the Piovan Group companies, providing for the free allocation of Piovan S.p.A. shares already held by the Company. The first cycle of this first plan came to a close in 2022, and in January 2023, 93,255 shares, representing all of the shares planned, were assigned to plan participants.

The second, called the "2020-2022 Long-Term Monetary Incentive Plan", establishes that the beneficiaries are identified from among the Executives and employees or collaborators at the Piovan Group's companies, providing for monetary incentives. The plans commenced from their approval by the Shareholders' AGM and conclude on December 31, 2022, comprising three rolling cycles (vesting periods), each of three years, with the last period concluding in 2024. The vesting periods concern periods on the conclusion of which the shares of the company, or a monetary incentive, shall be granted or issued to beneficiaries, on verification of the achievement for each cycle of the performance objectives linked to the Group's sales volumes and consolidated EBITDA by the Board of Directors and within the limits and according to the means indicated in the respective regulations and disclosure documents. The first cycle of this second plan came to a close in 2022, and the amounts were paid at the beginning of 2023.

The third plan, called the "2020-2022 Phantom Stock Option Plan", is for the Executive Directors and Senior Executives at Piovan Group's companies. This is a long-term plan divided into three

cycles (also known as "Vesting Periods"), each lasting three years. The Vesting Periods are the periods at the end of which it is possible to request payment of the incentive. The duration of the Phantom Stock Option Plan, therefore, is from the date of the plan's approval by the Ordinary Shareholders' Meeting until the date the incentive is paid. This will be in 2025, while the last Vesting Period will end on December 31, 2024. The first cycle of this third plan came to a close in 2022, and the amounts were paid at the beginning of 2023.

Finally, on April 24, 2023, the Shareholders' AGM approved the new stock grant plan for ordinary company shares, called the "2023-2025 Long Term Incentive Plan". This new plan is divided into three cycles (the first covering the 2023- 2025 vesting period, the second covering the 2024- 2026 vesting period, and the third covering the 2025-2027 vesting period). Beneficiaries of the plan are individually identified by the Board of Directors, upon the proposal of the Chairperson of the Board of Directors, and having heard the opinion of the Nomination and Remuneration Committee, as the Executive Directors (excluding the Executive Chairperson) and the Senior Executives (as formally identified), with additional beneficiaries identified by the Chairperson of the Board of Directors from among the employees and/or collaborators of the Company or Subsidiaries due to the strategic importance of the roles, as follows:

  • by December 31, 2023 for the First Cycle;
  • by December 31, 2024 for the Second Cycle;
  • by December 31, 2025 for the Third Cycle;

The allocation of the Initial Rights will take place free of charge, with the relevant Beneficiaries not required to pay any consideration to the Company for such allocation.

Initial rights will be allocated based on performance rights (90%), linked to the achievement of certain Group targets, and retention rights (10%), linked to continued employment. Performance Rights may accrue in a range from 0 to approximately 120% of the Initial Rights. The Performance Goals for each Cycle are set by the Board of Directors, after consultation with the Nomination and Remuneration Committee, in accordance with the provisions of the Plan, and communicated to each Beneficiary, for the First Cycle, indicatively by June 30, 2023, and for each subsequent Plan Cycle indicatively by March 31 of the first year of that Plan Cycle. Performance targets are based on both "market conditions" and "non-market conditions". Furthermore, it is underlined that the Plan's goals include objective related to ESG topics.

Classes of financial instruments and fair value hierarchy

With reference to the breakdown of financial assets and liabilities required by IFRS 7, there were no transfers between the fair value levels indicated in IFRS 13 and those reported in the Annual Financial Report at December 31, 2022, to which reference should be made for further information.

30.06.2023 IFRS 9 categories Book value Level 1 Level 2 Level 3
Current accounts and post office deposits Receivables and loans 52,651 52,651
Cash equivalent Receivables and loans 14,500 14,500
Cash Receivables and loans 27 27
Cash and cash equivalents 67,178 67,178
Trade receivables Receivables and loans 88,959 88,959
Financial assets 6,599 6,599
Total financial assets 162,736 6,599 67,178 88,959
Bank borrowings Liabilities at amortised cost 96,957 96,957
Payables to other lenders Liabilities at amortised cost 15,065 15,065
Non-current financial liabilities 112,022 112,022
Short-term bank loans Liabilities at amortised cost 274 274
Short-term bank loans Liabilities at amortised cost 38,258 38,258
Payables to other lenders Liabilities at amortised cost 23,473 23,473
Current financial liabilities 62,005 62,005
Trade payables Liabilities at amortised cost 67,763 67,763
Advances from customers Liabilities at amortised cost 36,019 36,019
Liabilities for commitments and put options Liabilities at fair value 481 481
Total financial liabilities 278,290 174,027 104,263
31.12.2022 IFRS 9 categories Book value Level 1 Level 2 Level 3
Current accounts and post office deposits Receivables and loans 74,344 74,344
Cash equivalent Receivables and loans 20,000 20,000
Cash Receivables and loans 21 21
Cash and cash equivalents 94,532 94,532
Trade receivables Receivables and loans 90,344 90,344
Financial assets Receivables and loans 6,815 6,815
Total financial assets 191,691 6,815 94,532 90,344
Reclassification to financial assets held for sale and
discontinued operations
(740) (167) (573)
Total financial assets 190,951 6,815 94,365 89,771
Bank borrowings Liabilities at amortised cost 107,852 107,852
Payables to other lenders Liabilities at amortised cost 35,895 35,895
Non-current financial liabilities 143,747 143,747
Short-term bank loans Liabilities at amortised cost 7,001 7,001
Short-term bank loans Liabilities at amortised cost 32,990 32,990
Payables to other lenders Liabilities at amortised cost 4,132 4,132
Current financial liabilities 44,123 44,123
Trade payables Liabilities at amortised cost 77,763 77,763
Advances from customers Liabilities at amortised cost 50,785 50,785
Liabilities for commitments and put options Liabilities at fair value 481 481
Total financial liabilities 316,899 187,870 129,029
Reclassification to financial liabilities held for sale
and discontinued operations (2,913) (1,904) (1,009)
Total financial liabilities 313,987 185,966 128,020

Segment disclosure

IFRS 8 requires that disclosures regarding operating segments be prepared in such a way as to provide the information necessary to assess the nature and effects on the financial statements of business activities and operating environments. As indicated in the Annual Financial Report at December 31, 2022, this is done based on internal reporting and operating activities that generate revenues and costs, whose results are reviewed periodically by the chief operating decision-maker in order to make decisions about resources to be allocated and to assess performance; operating segments were not identified other than the Group as a whole.

The disclosures also required for entities that have a single segment to report on products sold and services provided and geographical areas are provided in note [27].

Related party transactions

During 2022 and 2023, the Group had commercial relations with some related parties of the Group.

In accordance with the provisions of IAS 24, the following entities are considered Related Parties: (a) companies that directly or indirectly through one or more intermediate companies, control, or are controlled or are under common control with the reporting entity; (b) associated companies; (c) natural persons who directly or indirectly have voting power in the reporting entity that gives them a dominant influence over the company and their immediate family members; (d) key management personnel, i.e. those who have the power and responsibility for planning, directing and controlling the activities of the reporting entity, including directors and officers of the company and the immediate family members of such persons; (e) companies in which any natural person described under (c) or (d) has, directly or indirectly, significant voting power, or over which such person has such power. Case (e) includes undertakings owned by the directors or major shareholders of the reporting entity and undertakings which have a manager with strategic responsibilities in common with the reporting entity. All transactions are regulated at market conditions for goods and services of equal quality.

Transactions at 30.06.2023 Nature of transactions Property
Plant &
Equipemen
t and Right
of use
Current
trade
receivables
Other
current
assets
Trade
payable
Current
financial
liabilities
Non-current
financial
liabilities
Other
current
liabilities
Other non
current
liabilities
Revenues Expenses
Pentafin S.p.A.* Piovan S.p.A. parent company 1 2,029
CMG S.p.A. Associated company 6 446 8 1,302
Penta Auto Feeding India Ltd. Subsidiary 74 13
Nicola Piovan Chairman of the BoD of Piovan S.p.A. and Sole
shareholder of Pentafin S.p.A.
188 50 143 54 643
Filippo Zuppichin Chief executive officer and shareholder of
Piovan S.p.A.
17 13 4 442 261 574
Members of BoD (except President
and the CEO)
Directors 34 91
TOTAL 205 81 446 63 148 2,559 261 21 2,609
Property Crediti
Transactions at 31.12.2022 Nature of transactions Plant &
Equipemen
t and Right
of use
Current
trade
receivables
Other
current
assets
Trade
payable
Current
financial
liabilities
Non-current
financial
liabilities
Other
current
liabilities
Other non
current
liabilities
Revenues Expenses
Pentafin S.p.A. Piovan S.p.A. parent company 1 332
CMG S.p.A. Associated company 762 32 2,925
Penta Auto Feeding India Ltd. Subsidiary 104 40
Nicola Piovan Chairman of the BoD of Piovan S.p.A. and Sole
shareholder of Pentafin S.p.A.
220 13 50 168 57 1,430
Filippo Zuppichin Chief executive officer and shareholder of
Piovan S.p.A.
23 13 11 508 543 1,245
Members of BoD (except President
and the CEO)
Directors 38 181
TOTAL 243 105 345 762 63 179 603 543 72 5,781
Transactions at 30.06.2022 Nature of transactions Property
Plant &
Equipemen
t and Right
of use
Current
trade
receivables
Other
current
assets
Trade
payable
Current
financial
liabilities
Non-current
financial
liabilities
Other
current
liabilities
Other non
current
liabilities
Revenues Expenses
Pentafin S.p.A. Piovan S.p.A. parent company 5,374
CMG S.p.A. Associated company 23 718 21 1,379
Penta Auto Feeding India Ltd. Subsidiary 242 95 -
Nicola Piovan Chairman of the BoD of Piovan S.p.A. and Sole
shareholder of Pentafin S.p.A.
235 20 50 193 55 - 786
Filippo Zuppichin Chief executive officer and shareholder of
Piovan S.p.A.
29 12 17 403 358 - 799
Members of BoD (except President
and the CEO)
Directors 50 - 90
TOTAL 264 265 20 718 62 210 5,882 358 116 3,054

Commitments and risks

At June 30, 2023, the Group provided guarantees to third parties as indicated below:

  • Euro 7,492 thousand for guarantees in favor of third parties against advances received for contract work-in-progress;
  • Euro 303 thousand for guarantees in favor of third parties of the Parent Company Piovan S.p.A..

At June 30, 2023, the parent company Piovan S.p.A. provided sureties in favor of credit institutions in the interest of subsidiaries and subject to the control of the parent company for a total of Euro 8,806 thousand.

In addition, commitments related to lease agreements that are not recognized as liabilities in accordance with IFRS 16 total approximately Euro 3,274 thousand.

Contingent liabilities and contingent assets

We are not aware of the existence of further disputes or proceedings that are likely to have significant repercussions on the Group's economic and financial situation.

We are not aware of any contingent assets of significance to the Group's financial performance or standing.

Remuneration paid to Directors and Statutory Auditors

The remuneration of the Directors, Statutory Auditors and other Senior Executives for the first half of 2023 compared with the first half of 2022 is presented below:

€/000 First half-year
2023
First half-year
2022
Directors 1,009 927
Key managers 524 403
Statutory auditors 28 28

List of investments included in the consolidated financial statements and other investments

The table below lists the companies in which the Parent Company has a direct or indirect interest, together with the disclosures required by law for the preparation of consolidated financial statements.

Share capital % Shares held Consolidation
Company name Registered office Country Currency at shareholding Shareholder method
30/06/2023
Partner
Parent:
Piovan S.p.A. Santa Maria di Sala Italy EUR 6,000,000
Equity investments in subsidiary companies:
Piovan India Private Ltd
Mumbai India INR 350,000 100.00% Piovan S.p.A. Full
Piovan Plastics Machinery Ltd Suzhou (CN) Cina CNY 5,088,441 100.00% Piovan S.p.A. Full
Piovan Do Brasil Ltda Osasco (BRA) Brasile BRL 11,947,356 100.00% Piovan S.p.A. Full
Piovan Mexico S. A. Queretaro (MX) Messico MXN 706,540 100.00% Piovan S.p.A. Full
Piovan Central Europe GmbH Brunn am Gebirge (A) Austria EUR 35,000 100.00% Piovan S.p.A. Full
Piovan UK Ltd Bromsgrove (GB) Regno GBP 25,000 100.00% Piovan S.p.A. Full
Piovan Czech Republic s.r.o. Praga (CZ) Unito
Repubblica
Ceca
CZK 200,000 100.00% Piovan
Central
Europe
GmbH (90%)
Piovan S.p.A.
(10%)
Full
Piovan France Sas Chemin du Pognat (F) Francia EUR 1,226,800 100.00% Piovan S.p.A. Full
Universal Dynamics Inc. Fredericksburg, Virginia (U.S. A.) USA USD 3,500,000 100.00% Piovan S.p.A. Full
Piovan GmbH Garching (D) Germania EUR 102,258 100.00% Piovan S.p.A. Full
Piovan Canada Ltd Mississauga - Ontario (CAN) Canada CAD 10 100.00% Piovan S.p.A. Full
Piovan Asia Pacific Ltd Bangkok (TH) Tailandia THB 8,010,000 100.00% Piovan S.p.A. Full
FDM GmbH Troisdorf (DE) Germania EUR 75,000 66.67% Piovan S.p.A. Full
Piovan Muhendslik Ltd Beikoz (TR) Turchia TRY 10,000 100.00% Piovan S.p.A. Full
Penta S.r.l. Ferrara (IT) Italia EUR 100,000 100.00% Piovan S.p.A. Full
Energys S.r.l. Venezia (IT) Italia EUR 10,000 100.00% Piovan S.p.A. Full
Piovan Japan Inc. Kobe (J) Giappone
Emirati
JPY 6,000,000 100.00% Piovan S.p.A. Full
Piovan Gulf FZE Dubai (UAE) Arabi AED 1,000,000 100.00% Piovan S.p.A. Full
Aquatech S.r.l. Venezia (IT) Italia EUR 40,000 100.00% Piovan S.p.A. Full
Piovan Vietnam Company Ltd Mai Chi Tho (Vietnam) Vietnam VND 1,136,500,000 100.00% Piovan S.p.A. Full
Piovan Hungary Kft Budapest Ungheria HUF 3,000,000 100.00% Piovan
Central
Europe
GmbH
Full
Piovan Maroc Sarl. AU Kenitra Marocco MAD 1,000,000 100.00% Piovan S.p.A. Full
FEA Process&Technological Plants S.r.l. Scarnafigi (CN) Italia EUR 20,400 68.17% Piovan S.p.A. Full
CMG America Inc. Clio Michigan USD 70,000 100.00% Piovan S.p.A. Equity method
Doteco S.p.A. Modena (IT) Italia EUR 1,000,000 100.00% Piovan S.p.A. Full
Doteco INC Dalton, Georgia (U.S.A.) USA USD 75,000 100.00% Doteco
S.p.A.
Full
Piovan North America Llc Delaware (USA) USA USD 0 100.00% Piovan S.p.A. Full
IPEG Holdings Inc. Delaware (USA) USA USD 21,038,000 100.00% Piovan Nord
America Llc
Full
IPEG Inc. Franklin, Pennsylvania (USA) USA USD 4,502,000 100.00% IPEG Full
Pinconning, Michigan (USA) Holdings Inc.
Republic Machine Inc. Kentucky (USA) USA USD 100 100.00% IPEG Inc. Full
Thermal Care Inc. Illinois (USA) USA USD 1,000 100.00% IPEG Inc. Full
Pelletron Corp. Pennsylvania (USA) USA USD 1,000 100.00% IPEG Inc. Full
Conair Mexicana S.A. de C.V. Guadalupe (Mexico) Messico MXN 52,739,210 100.00% IPEG Inc. Full
International Plastics Equipement Group
S.A. de C.V.
Guadalupe (Mexico) Messico MXN 50,000 100.00% IPEG Inc. Full
Pelletron Europe GmbH Bodnegg (Germany) Germania EUR 55,654,985 100.00% IPEG Inc. Full
Conair Pacific Equipement Pte Ltd (Singapore) Singapore SND 10,000 100.00% IPEG Inc. Full
Conair Trading (Shangai) Co Ltd Shangai (China) Cina CNY 0 100.00% IPEG Inc. Full
Conair Asia Pte Ltd (Singapore) Singapore SND 10,000 100.00% IPEG Inc. Full
Conair Asia Pte Ltd Taiwan Taiwan TWD 17,900,000 100.00% 0 Full
Piovan Industrial Automation (Suzhou)
Co., Ltd.
Suzhou (Cina) Cina CNY 40,000,000 100.00% Piovan S.p.A. Full
99.00% Piovan S.p.A.
PT Piovan Technology Indonesia Giacarta (Indonesia) Indonesia ID 1,000,100,000 1.00% Aquatech Full
S.r.l.
Equity investments in affiliated companies:
CMG S.p.A. Budrio (BO) Italia EUR 1,250,000 20.00% Piovan S.p.A. Equity method
NuVu Conair Private LTD
Penta Auto Feeding India Ltd
Ahmedabad (India)
Navi Mumbai (India)
India
India
INR
INR
19,915,000
10,000,000
50.00%
50.00%
IPEG Inc.
Penta S.r.l.
Equity method
Equity method

Subsequent events after June 30, 2023

In the period following 30 June 2023, no significant facts or events relevant to the interpretation and/or evaluation of the results for the first half year were recorded.

Santa Maria di Sala (Venice), September 12, 2023

For the Board of Directors

Executive Chairman

Nicola Piovan

DECLARATION OF THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AT JUNE 30, 2023

76 Piovan Group - Consolidated Half-Year Financial Report at June 30, 2023

Declaration as per Article 154-bis of Legs. Decree No. 58 of 24.02.1998 and Article 81-ter of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements

Santa Maria di Sala, September 12, 2023

The undersigned Filippo Zuppichin, Chief Executive Officer, and Giovanni Rigodanza, Executive Officer for Financial Reporting of Piovan S.p.A. declare, also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:

  • the accuracy of the information on company operations and
  • the effective application

of the administrative and accounting procedures for the drawing up of the Consolidated Half-Year Financial Report for the first half of 2023.

No significant aspect emerged concerning the above.

It is also declared that the Consolidated Half-Year Financial Report at June 30, 2023:

  • a) is drawn up in compliance with the applicable international accounting standards recognized by the European Union, in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and the Council of July 19, 2002;
  • b) corresponds to the underlying accounting documents and records;
  • c) provide a true and fair view of the financial position, financial performance and cash flow of the Issuer and of the other companies in the consolidation scope.

The Interim Directors' Report includes a reliable analysis on the performance and operating result as well as the situation of the issuer and of the companies included in the consolidation, together with a description of the principal risks and uncertainties to which they are exposed.

It also presents a reliable analysis of the significant transactions with related parties.

The Chief Executive Officer The Executive Officer for

Financial Reporting

Filippo Zuppichin Giovanni Rigodanza

77 Piovan Group - Consolidated Half-Year Financial Report at June 30, 2023

AUDITORS' REPORT ON THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AT JUNE 30, 2023

Deloitte & Touche S.p.A. Via Fratelli Bandiera, 3 31100 Treviso Italia

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

To the Shareholders of Piovan S.p.A.

Introduction

We have reviewed the accompanying half-yearly condensed consolidated financial statements of Piovan S.p.A. and subsidiaries (the "Piovan Group"), which comprise the consolidated statement of financial position as of June 30, 2023, consolidated statement of profit and loss, consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in equity for the six month period then ended, a summary of significant accounting policies and other explanatory notes. The Directors are responsible for the preparation of the half-yearly condensed consolidated financial statements in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on the half-yearly condensed consolidated financial statements based on our review.

Scope of Review

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

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements of Piovan Group as at June 30, 2023 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union.

DELOITTE & TOUCHE S.p.A.

Signed by Barbara Moscardi Partner

Treviso, Italy September 12, 2023

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

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

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Piovan Group - Consolidated Half-Year Financial Report at June 30, 2023

Consolidated Half-Year Financial Report at June 30, 2023 of Piovan S.p.A.

PIOVAN S.p.A.

Via delle Industrie 16 – 30036 S. Maria di Sala VE - Italy

80 Piovan Group - Consolidated Half-Year Financial Report at June 30, 2023