FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Registered office: VIA BERLINO 39 VERDELLINO (BG)

Registered in the BERGAMO Companies Register

Tax code and company reference number: 09320600969

Registered in the BERGAMO REA no. 454184

Subscribed Share Capital € 22,601,209 fully paid up

VAT number: 09320600969

Half-year Financial Report

as at 30 June 2020

29 September 2020 Board of Directors

FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Table of contents

Corporate positions

page

3

Half-year Report on Operations

"

4

Balance Sheet

"

18

Income Statement

"

21

Cash Flow Statement

"

23

Explanatory Notes

"

25

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

CORPORATE POSITIONS

Board of Directors

Chairman and CEO

Marco Francesco Eigenmann

CEO

Giorgio Ferraris

Directors

Federico Oriani

Adriano Pala Ciurlo

Fulvio Conti

Marco Costaguta

Paolo Ferrario

Board of Statutory Auditors

Chairman

Paolo Villa

Statutory Auditors

Marco Antonio Manzoni

Barbara Castelli

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Half-year Report on Operations

30/06/2020 Interim Financial Statements

Dear shareholders, the 30 June 2020 Half-year Financial Report ("Half-year or Interim Financial Statements") of Fine Foods & Pharmaceuticals N.T.M. S.p.A. ("Fine Foods S.p.A." or the" Company") was prepared under article 18 of the of the AIM Italia Issuers' Regulations.

The Interim Financial Statements we submit for your approval show a net result for the period of € 3,116,544. This result was obtained after allocating amortisation and depreciation on intangible and tangible fixed assets for € 5,873,951 and allocating taxes for € 1,058,081.

The analysis of the company's situation, operating trend and result is reported in the following paragraphs dedicated explicitly to the market scenario, products and services, investments, and the main indicators of the economic and financial performance.

Values expressed in €

30/06/2020

31/12/2019

Balance sheet

Assets

A

Receivables from shareholders for unpaid called up share

capital

-

-

B

Fixed assets

93,434,663

92,782,222

C

Current assets

118,857,138

113,453,958

D

Accruals and deferrals

69,874

163,417

Total assets

212,361,675

206,399,597

Liabilities

A

Shareholders' equity

146,133,358

148,290,590

B

Provisions for risks and charges

-

-

C

Employee severance indemnity

920,878

972,595

D

Payables

65,268,391

57,096,346

E

Accruals and deferrals

39,048

40,066

Total liabilities

212,361,675

206,399,597

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Values expressed in €

30/06/2020

30/06/2019

Income Statement

A

Production value

76,395,900

88,630,223

B

Total production costs

73,848,127

84,324,063

Difference between production value and costs

2,547,773

4,306,160

C

Financial income (charges)

1,626,852

403,934

D

Adjustments to the value of assets:

-

(217,529)

Earnings before taxes

4,174,625

4,492,565

22

Financial year income taxes

956,736

1,316,458

Deferred (prepaid) taxes

101,345

(41,442)

23

Profit (loss) for the financial year

3,116,544

3,217,549

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

General information and business performance

Fine Foods & Pharmaceuticals N.T.M. S.p.A., is the leading independent Italian Company in the contract development and manufacturing organisation (CDMO) of oral solid forms for the pharmaceutical and nutraceutical industries. The company is recognised on the market for its high- quality products and it generated approximately € 75 million turnover in the first half of 2020.

Economic background

Global growth is expected to be -4.9% in 2020 (source: IMF World Economic Outlook June 2020), 1.9 percentage points below previous April 2020 forecasts.

The Covid-19 pandemic had a more negative impact than expected in the first half of 2020, and recovery is likely to be more gradual than previously forecast. In 2021, global growth is forecast at +5.4%. Overall, this would mean a reduction in GDP in 2021 of about 6.5 percentage points less than projected in January 2020.

The pandemic has worsened in many countries and stabilised in others. Compared to early May 2020, the pandemic has rapidly intensified in several emerging markets and developing economies, making a shutdown necessary and causing greater than expected obstacles to economic activity. In other countries, however, infections and mortality rates were lower on a per capita basis, although the limited spread of serological testing means that there is considerable uncertainty about the pandemic's evolution. In many advanced economies, the pace of new infections and hospital occupancy rates in intensive care have declined thanks to weeks of shutdowns and voluntary suspension.

GDP in the first quarter of 2020 was worse than expected. Indicators suggest a severe contraction in the second quarter, except for China, where most of the country reopened in early April. Consumption and service production fell sharply. In most recessions, consumers use their savings or rely on social safety nets and household support to amortise spending, and consumption is relatively less affected than investment. But this time consumption and service production fell sharply. The model reflects a unique combination of factors, including voluntary social distancing, lockdowns used to slow transmission and enable health systems to cope with a rapidly growing workload, heavy income losses and weaker consumer confidence. Companies have reduced investment in the face of sharply declining demand, supply disruptions and uncertain future earnings. As a result, there is a considerable shock to aggregate demand, exacerbating supply disruptions due to lockdowns.

Mobility remains depressed. Globally, lockdowns were more intense and widespread from around mid-March to mid-May. With the gradual reopening of economies, mobility has recovered in some areas but remain low compared to pre-virus levels, suggesting that people are voluntarily reducing exposure to each other. There has been a severe blow for the labour market. The sharp drop in activity was accompanied by a catastrophic blow to the global labour market. Some countries (particularly in Europe) contained the consequences with effective short-term programmes. However, according to the International Labour Organisation, the global decline in working hours in 2020:Q1 compared to 2019:Q4 was equivalent to the loss of 130 million full-time jobs. The decrease in 2020:Q2 is equivalent to more than 300 million full-time jobs.

The synchronised nature of the recession has amplified worldwide internal imbalances. Trade contracted by almost -3.5%(year-on-year) in the first quarter, due to weak demand, the collapse of cross-border tourism and lockdown supply disruptions (exacerbated in some cases by trade restrictions).

Weaker inflation. Average inflation in advanced economies fell by around 1.3 percentage points since the end of 2019 to 0.4% (year-on-year) by April 2020. In emerging economies, average inflation fell by 1.2 percentage points to 4.2%. The downward pressure on prices due to the fall in

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

aggregate demand, together with the effects of falling fuel prices, has widely offset the upward pressure on costs due to supply disruptions.

Euro Area

In the first quarter of 2020, real GDP in the Euro area fell by 3.8% compared to the previous period, and the new data shows a further marked decline in the second quarter. The most recent economic indicators and latest results of economic cyclical surveys confirm a drastic contraction in the Euro area economy and a rapid deterioration in labour market conditions. The coronavirus pandemic and the necessary containment measures had severe repercussions for manufacturing and service sectors, the area's economy production capacity and domestic demand. The most recent indicators suggest a slight reversal of the contraction in May, coinciding with the gradual restart of part of the economy. With the further easing of the containment measures, in the third quarter the Euro area's activity is expected to recover, supported by favourable financial conditions, the fiscal policies' expansionary approach and the restart of global activity, although overall the speed and extent of the recovery remain uncertain.

This assessment is substantially reflected in the June 2020 macroeconomic projections made by Eurosystem experts for the Euro area. In the projections' baseline scenario, annual real GDP would fall by 8.7% in 2020, rising by 5.2% in 2021 and 3.3% in 2022 (source: ECB).

Generally, the contraction's extent and recovery will depend crucially on the duration and effectiveness of the containment measures, the success of policies to mitigate the adverse impact on incomes and employment, and the extent to which production capacity and domestic demand will be permanently affected.

Significant events

On 30 April 2020, the Fine Foods Shareholders' Meeting resolved on the revocation of the unexecuted part of the authorisation to purchase treasury shares which were approved by the Shareholders' Meeting on 14 December 2018 and informed the market. It provided the Board of Directors with a new mandate to purchase and dispose of treasury shares under articles 2357 and 2357-ter of the Civil Code. This new treasury share buyback programme was launched on 15 May 2020 implementing the 30 April 2020 Shareholders' Meeting resolution.

Management Performance

After January 2020, the national and international scenario was influenced by the spread of the Coronavirus and the consequent restrictive measures for its containment, issued by the public authorities of the countries concerned.

Fine Foods actions focused on protecting its employees' health and safety. The company immediately and rigorously implemented safety and prevention regulations in compliance with government protocols. Another important objective was maintaining business continuity, guaranteeing production and service levels appropriate to the various market scenarios and rapidly implementing remote working solutions for office personnel.

From mid-March, activity was strongly influenced by Covid-19 escalation, with a consequent reduction in sales and financial performance in the first half of 2020.

In line with expectations, the commercial trend improved in May, following the suspension of lockdowns and restrictions in many countries.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Given the contingent situation, we can consider the six months just ended positively, since the drop in turnover must be understood as a shift to the second half of the year. Considering the achieved results and orders in the portfolio acquired for the last four months, we expect the turnover will grow at the end of September compared to the same period of the previous year. The expansion trend, which the company has always recorded, will be confirmed at the end of the year.

Item A1 of the Income Statement (Revenues from sales and services) went from € 83.1 million in the first half of 2019 to € 75.3 million in the first half of 2020, decreasing by 9.4%. This change is mainly due to the reduction in turnover in the nutraceutical sector. The revenues of the "Food" Business Unit amounted to € 54.1 million in the first half of 2020 compared to € 63.1 million in the first half of 2019 and showed a decrease of 14 per cent. The "Pharma" segment sales in the first half of 2020 reached € 21.2 million with an increase of six per cent compared to € 20 million in the first half of 2019.

Management and coordination activities

We certify that the Company is not subject to external management and coordination.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Balance sheet and financial position

For a better understanding of the Company's balance sheet and financial position, a reclassified Balance Sheet is provided below.

Balance Sheet Assets

Item

30/06/2020

%

31/12/2019

%

Absolute

%

change

Changes

WORKING CAPITAL

118,927,012

56%

113,617,375

55.05%

5,309,637

4.67%

Immediate Liquidity

1,446,913

0.68%

2,671,684

1.29%

-1,224,771

-45.84%

Liquid assets

1,446,913

0.68%

2,671,684

1.29%

-1,224,771

-45.84%

Deferred liquidity

117,480,099

55.32%

110,945,691

53.75%

6,534,408

5.89%

Short-term receivables under

26,388,752

12.43%

19,956,886

9.67%

6,431,866

32.23%

Current Assets

Financial assets

67,444,536

31.76%

68,337,564

33.11%

-893,028

-1.31%

Accrued income and prepaid

69,874

0.03%

163,417

0.08%

-93,543

-57.24%

expenses

Inventories

23,576,937

11.10%

22,487,824

10.90%

1,089,113

4.84%

FIXED ASSETS

93,434,664

44%

92,782,221

44.95%

652,443

0.70%

Intangible fixed assets

3,238,932

1.53%

3,449,609

1.67%

-210,677

-6.11%

Tangible fixed assets

90,195,732

42.47%

89,332,612

43.28%

863,120

0.97%

TOTAL APPLICATION OF

212,361,675

100%

206,399,596

100%

5,962,079

2.89%

FUNDS (Total Assets)

Balance Sheet Liabilities

Item

30/06/2020

%

31/12/2019

%

Absolute

%

Change

Changes

THIRD-PARTY CAPITAL

66,228,318

31.19%

58,109,007

28.15%

8,119,311

13.97%

Current liabilities

45,484,960

21.42%

36,516,868

17.69%

8,968,092

24.56%

Short-term payables

45,445,911

21.40%

36,476,802

17.67%

8,969,109

24.59%

Accrued expenses and deferred

39,048

0.02%

40,066

0.02%

-1,018

-2.54%

income

Consolidated liabilities

20,743,359

9.77%

21,592,139

10.46%

-848,780

-3.93%

Medium/long-term payables

19,822,481

9.33%

20,619,544

9.99%

-797,063

-3.87%

Severance Indemnity

920,878

0.43%

972,595

0.47%

-51,717

-5.32%

OWNERS' EQUITY

146,133,357

68.81%

148,290,589

71.85%

-2,157,232

-1.45%

Share Capital

22,601,209

10.64%

22,564,043

10.93%

37,166

0.16%

Reserves

120,415,604

56.70%

119,656,961

57.97%

758,643

0.63%

Profits (losses) carried forward

0%

0%

0

0%

Profit (loss) for the financial year

3,116,544

1.47%

6,069,585

2.94%

-2,953,041

-48.65%

TOTAL SOURCES (Total

212,361,675

100%

206,399,596

100%

5,962,079

2.89%

Liabilities)

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Balance sheet and financial position main indicators

Based on the previous reclassification, the following Financial Statement indicators are calculated:

INDEX

30/06/2020

31/12/ 2019

%

Changes

Fixed asset coverage

= A) Shareholders' equity / B) Fixed assets

156.40 %

159.83 %

(2.14) %

The index assesses the balance between the owners' equity and the company's fixed

assets investments.

Amounts payable to banks to working capital ratio

= D.4) Bank Borrowing / C) Current assets

20.29 %

18.80%

7.91 %

This index measures working capital obtained using bank financing

Short-term payables to banks to working capital ratio

= D.4.1) Payables to banks due within 12 months / C) Current assets

11.95 %

9.35 %

27.73 %

The index is a percentage of how much the banks are financing the company's

current assets in the short term

Debt ratio

= [TOTAL LIABILITIES - A) Shareholders' equity] / TOT. ASSETS

31.19%

28.15%

10.77 %

This index expresses the ratio between third-party capital and total assets

Equity on invested capital

= A) Shareholders' equity / TOT. ASSETS

68.81%

71.85%

(4.23) %

The index measures the company capitalisation degree and its financial

independence from third-party financing

Financial charges on turnover

= C.17) Interest and other financial charges / A.1) Revenues from sales and

1.74 %

0.33 %

432.32 %

services

The index expresses the ratio between financial charges and the Company's

turnover

Financial debt ratio

= [D.1) Bonds payable + D.2) Convertible bonds payable + D.3) Payables to

shareholders for loans + D.4) Payables to banks + D.5) Payables to other lenders +

D.8) Payables represented by debt securities + D.9) Payables to subsidiaries +

0.23

0.21

9.52 %

D.10) Payables to associated companies + D.11) Payables to parent companies] /

A) Shareholders' equity

The index measures the ratio between the use of third-party financing capital (third- party paid capital and subject to repayment) and the use of the Company's own resources

Current Ratio

= [A) Receivables from shareholders for unpaid called up share capital + B.III.2)

Receivables + C) Current assets - C.II) Receivables + D) Accruals and deferrals] /287.75 % 309.80 % (15.90) % [D) Payables + E) Accruals and deferrals]

It is the ratio, in percentage, between (immediate and deferred) liquidity and current liabilities. It expresses the company's ability to meet commitments using its current resources.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

INDEX

30/06/2020

31/12/ 2019

%

Changes

Capital structure primary margin

= [A) Shareholders' equity - (B) Fixed assets - B.III.2) Receivables #)]

52,698,695

55,508,368

(5.06) %

It is the difference between the Shareholders' equity and Net Fixed Assets. It

expresses, in absolute values, the Company's ability to cover its fixed asset

investments with its own resources.

Capital structure primary ratio

= [A) Shareholders' equity] / [B) Fixed assets - B.III.2) Receivables]

1.56

1.60

(2.25) %

It is the ratio between Shareholders' equity and Net Fixed Assets. It expresses, in

relative values, the portion of fixed assets covered by own resources.

Capital structure secondary margin

= [A) Shareholders' equity + B) Provisions for risks and charges + C) Employee

73,442,052

77,100,507

(4.75) %

severance indemnity + D) Payables] - [B) Fixed assets - B.III.2) Receivables]

It is the difference between the Consolidated Long-Term Capital (Shareholders'

equity plus Long-term payables) and Net Fixed Assets. It expresses, in absolute

values, the Company's ability to cover fixed asset investments with consolidated

resources.

Capital structure secondary ratio

= [A) Shareholders' equity + B) Provisions for risks and charges + C) Employee

1.79

1.83

(2.40) %

severance indemnity + D) Payables] / [B) Fixed assets - B.III.2) Receivables #]

It is the ratio between the Consolidated Long-Term Capital and the Net Fixed

Assets. It expresses, in relative values, the portion of fixed assets covered with

consolidated resources.

Net Working Capital

= [A) Receivables from shareholders for unpaid called up share capital + B.III.2)

Receivables + C.I) Inventories + C.II) Receivables + C.III) Current financial assets +

73,442,052

76,612,369

(4.14) %

C.IV) Liquid assets (Cash) + D) Accruals and deferrals] - [D) Payables + E) Accruals

and deferrals]

It is the difference between gross Working Capital and current liabilities. It expresses in absolute values, the ability of the company to face short-term commitments with existing resources

Primary treasury margin

= [A) Receivables from shareholders for unpaid called up share capital + B.III.2)

Receivables + C.II) Receivables + C.III) Current financial assets + C.IV) Liquid assets 49,865,115 54,124,545 (7.87) % (Cash) + D) Accruals and deferrals] - [D) Payables + E) Accruals and deferrals]

It is the difference, in absolute values, between immediate and deferred liquidity and current liabilities. It expresses the Company's ability to meet current commitments using its own liquidity

Secondary treasury margin

= [C.IV) Liquid assets (Cash) - (D) Payables + E) Accruals and deferrals)]

(44,038,047) (33,845,184) 30.12%

It is the difference, in absolute values, between immediate liquidity and current liabilities. It expresses the company's ability to meet current commitments using its immediate liquidity.

The Net Financial Position was positive, with about € 35 million, compared to € 39.8 million in 2019. The excellent cash generation deriving from operations fully supported the new investments

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

made and the movement of working capital. The change from the previous financial year is due to the ongoing buy-back programme and the distribution of dividends.

Financial situation

To better understand the Company's operating results, a reclassification of the Income Statement is provided below.

Item

30/06/2020

%

30/06/2019

%

Absolute change

%

Changes

Revenues from sales and services

75,350,182

100%

83,140,551

100%

-7,790,369

-9.37%

+ Change in inventories

1,650,346

2.19%

9,079,514

10.92%

-7,429,168

-81.82%

- Raw materials

46,657,254

61,92%

58,247,492

70.06%

-11,590,238

-19.90%

VALUE ADDED

30,343,273

40.27%

33,972,573

40.86%

-3,629,300

-10.68%

+ Other revenues

873,530

1.16%

797,903

0.96%

75,627

9.48%

- Overheads

7,395,108

9.81%

8,874,305

10.67%

-1,479,197

-16.67%

- Personnel cost

14,138,682

18.76%

15,174,047

18.25%

-1,035,365

-6.82%

- Other operating charges

580,342

0.77%

958,708

1.15%

-378,366

-39.47%

EBITDA

9,102,670

12.08%

9,763,416

11.74%

-660,746

-6.77%

ADJUSTED EBITDA

9,799,827

13.01%

11,149,695

13.41%

-1,349,868

-12.11%

- Amortisation, depreciation, and

6,554,898

8.70%

5,457,256

6.56%

1,097,642

20.11%

write-downs

EBIT

2,547,772

3.38%

4,306,160

5.18%

-1,758,388

-40.83%

ADJUSTED EBIT

3,244,929

4.31%

5,692,439

6.85%

-2,447,510

-43%

+ Financial income

2,938,843

3.90%

675,882

0.81%

2,262,961

334.82%

- Financial charges

1,316,997

1.75%

253,727

0.31%

1,063,270

419.06%

- Foreign currency exchange gains

5,006

0.01%

18,221

0.02%

-13,215

-72.52%

and losses

- Adjustments to the value of assets

0

0%

217,529

0.26%

-217,529

-100%

INCOME BEFORE TAXES

4,174,625

5.54%

4,492,565

5.40%

-317,940

-7.08%

ADJUSTED INCOME BEFORE

4,871,782

6.47%

5,878,844

7.07%

-1,007,062

-17.13%

TAXES

- Financial year income taxes

1,058,081

1.40%

1,275,016

1.53%

-216,935

-17.01%

NET INCOME

3,116,544

4.14%

3,217,549

3.87%

-101,005

-3.14%

ADJUSTED NET INCOME

3,637,002

4.83%

4,210,394

5.06%

-573,392

-13.62%

In the first half of 2020, non-recurring costs of € 559,000 were incurred due to the Covid 19 pandemic. These costs relate to the purchase of personal protective equipment, workplace sanitisation, the implementation of smart working, and for direct personnel deriving from a reorganisation of shifts.

In the event of the translisting to MTA (Italian Equities Market), the company incurred extraordinary consultancy costs for € 139,000.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Key economic indicators

Based on the previous reclassification, the following Financial Statement indicators are calculated:

INDEX

30/06/2020

30/06/2019

%

Changes

ROE

= 23) Profit (loss) for the year / A) Shareholders' equity

2.13 %

2.17 %

(47.9) %

The index measures the return on equity invested in the company

ROI

= [A) Production value - A.5) Other revenues and income - B) Production costs + B.14) Other

1.06 %

2.16 % (50.95) %

operating expenses] / TOT. ASSETS

The index measures the profitability and the efficiency of the invested capital for company

ordinary operations

ROS

= [A) Production value - B) Production costs] / A.1) Revenues from sales and services

3.38%

5.18%

(34.75) %

The index measures the Company's ability to generate profits from sales or the operating

income for each unit of revenue

ROA

= [A) Production value - B) Production costs] / TOT. ASSETS

1.20 %

2.09 %

(42.58) %

The index measures the return on investment with reference to the result before financial

management

EBIT

= [A) Production value - B) Production costs + C.15) Income from equity investments + C.16)

Other financial income + C.17a) Foreign currency exchange gains and losses + D) Adjustments

5,491,622

4,746,292

15.70 %

to the value of assets + E) Extraordinary income and charges]

The income margin measures the result for the year, taking into account the ancillary, financial (excluding financial expenses) and extraordinary areas.

Main risks and uncertainties for the Company

The main risks and uncertainties for the Company are described below. The Board of Directors must diligently monitor and implement risk containment policies:

  • the price risk is managed using a solid cost accounting procedure which can identify the production cost, through which remunerative and competitive prices can be offered to the customer;
  • the exchange rate risk is kept under control by avoiding exposures over time in currencies other than the Euro;
  • the liquidity risk is mitigated by adopting policies and procedures which maximise the efficiency of financial resource management. This is carried out through the centralised management of incoming and outgoing flows, assessment of prospective liquidity conditions, obtaining adequate credit lines, and preserving an adequate cash and cash

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

equivalent level. Current liquidity and credit lines are enough to meet future financial needs, along with resources generated by operating and financing activities.

  • the product risk is spread over a large portfolio of products that annually pass through plants. This ensures that the Company is not dependant on a single product. A competent and timely Quality Assurance service safeguards product quality;
  • the risk of changes in cash flows is not considered significant in view of the Company's balance sheet. It is considered that the risks to which the business activity is exposed are not higher than those physiologically connected to the overall business risk;
  • the credit risk represents the Company's exposure to potential losses deriving from the non- fulfilment of the obligations assumed by counterparties. Experience has proved that this risk never significantly occurred for Fine Foods. However, the Company would implement the appropriate hedging if necessary.

Key non-financial indicators

For a better understanding of the Company situation, the operating trend and result, it is useful to present the following non-financial indicators:

  • Fine Foods maintains consolidated and continuous relationships with more than 100 customers;
  • The Company can count on 102 production lines located in the various plants;
  • Fine Foods produces more than 1,300 Stock-Keeping Units (SKUs) annually;
  • The Company has more than 590 employees, of which about 10 per cent are dedicated to quality control activities.

Environmental information

The environmental objectives and policies, including the measures adopted and the improvements made to the business activity that had the greatest impact on the environment, can be summarised as follows:

In May 2020, the Company underwent an environmental certification audit under the UNI EN ISO 14001:2015 standard, which certifies the presence of a management system to prevent air and water environmental issues.

The next maintenance visit is planned for mid-May 2021.

A management system illustrates how to intervene if harmful events occur.

During the year, there were no events that caused damage to the environment for which the Company was found guilty, nor were sanctions or penalties imposed for environmental crimes or damages.

To protect the environment and follow the provisions of current legislation, the Company gives all the types of waste that are generated by the Zingonia - Verdellino and Brembate sites to authorised third parties.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Work Risk Assessment Document

Under Legislative Decree no. 81 of 09/04/2008 of Legislative Decree 106/09 and subsequent amendments, which contain reference standards for workplace health and safety, the Company has drawn up the Risk Assessment Document (DVR - Documento di Valutazione dei Rischi) filed at its registered office and revised on 13 April 2020, version no. 13.

The Company holds the OHSAS 18001:2007 certification, which is the international standard for a safety and health management system for workers.

In April 2020, an audit was scheduled to obtain certification under UNI EN ISO 45001:2018, which will replace the old OHSAS 18001:2007. Due to the COVID-19 pandemic, the audit was rescheduled for September 2020.

During the year there were no serious accidents at work that resulted in serious injuries to personnel enrolled in the employee register for which corporate responsibility was ascertained.

Personnel Management Information

To better understand the Company situation and management performance, some information relating to personnel management is provided.

Attention was paid to the professional growth of personnel. In the first half of 2020, 78 training courses and seminars were held, involving 548 participants, for a total of 1,963 hours of training. These aimed at increasing technical skills and maintaining an adequate level of quality, safety, hygiene and environment skills.

Plant

Number of courses

Number of participants

Total hours

ZINGONIA

43

339

1,369

BREMBATE

35

209

593

TOTAL

78

548

1,963

During the first half of 2020 there were no serious accidents at work that resulted in serious injuries to personnel enrolled in the employee register for which corporate responsibility was ascertained or charges relating to occupational illnesses on employees or former employees and mobbing cases.

Research and development

Fine Foods works in the contract development and manufacturing of solid oral forms for the pharmaceutical and nutraceutical industries. The research and development work stems from a structured collaboration with customers aimed at providing them with new formulations for their products, guaranteeing their effectiveness, quality and innovation.

The costs incurred for product research and development are not capitalised but are included in operating costs and charged to the income statement.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Relationships with subsidiary, associated, parent companies and companies controlled by the parent companies

In the first half of 2020, no subsidiary, associated, parent companies or companies controlled by the parent companies' transactions took place, except for the dividend paid to the parent company of € 0.12 for each share held, as resolved by the 30 April 2020 Shareholders' Meeting.

Treasury shares

The table below summarises the situation regarding treasury shares as at 30/06/2020 and the movements during the year.

Number

Total nominal value

%

Fees Euro

Initial balance

-

-

-

-

Purchased shares

676,840

-

2.87%

7,279,715

Shares allocated free of charge

-

-

-

-

Shares sold

-

-

-

-

Shares cancelled due to excess capital

-

-

-

-

Shares cancelled to cover losses

-

-

-

-

Final balance

676,840

0

2.87%

7,279,715

Under at. 2357-ter of the Civil Code, the purchase of treasury shares involved booking a "Negative reserve for treasury shares in the portfolio" in balance sheet liabilities. The number of treasury shares held by the Company having recourse to the risk capital market does not exceed one-fifth of the share capital, as required by art. 2357 of the Civil Code.

The purchase of treasury shares provides the Company with a useful strategic investment opportunity for purposes permitted by current regulations.

Parent Company shares

The Company has never owned parent Company shares.

Business outlook

Considering the overall positive result achieved by the company in the first half of 2020, when the Covid 19 pandemic reached its peak and having noted an ever-increasing recovery in the market, a second half of the year is expected to strongly expand.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Significant events after the end of the period

On 15 September 2020, Fine Foods purchased 711,974 treasury shares, equal to 3.0214% of the share capital, on AIM Italia, organised and managed by Borsa Italiana S.p.A., at a weighted average price of € 10.7693, totalling € 7,667,460.

On 22 July 2020, the company purchased a property complex adjacent to the pharmaceutical production plant located in via Grignano in Brembate (BG) as part of its continuous organic growth plan and to secure additional space for future development.

Branch offices

The Company's branch operating offices are shown below:

Address

Location

VIA GRIGNANO 43

BREMBATE

VIA LOMBARDIA 8/B/C

NEMBRO

GDPR Privacy Policy

Under EU Regulation 2016/679, General Data Protection Regulation ("GDPR"), the Company has implemented a corporate organisation system for the protection of personal data to comply with the EU regulatory framework, which strengthens Privacy and the individuals' data protection rights.

Verdellino-Zingonia, 29/09/2020

For the Board of Directors

Chairman

Marco Francesco Eigenmann

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Financial Statements

Balance Sheet

30/06/2020

31/12/2019

Assets

B) Fixed assets

I - Intangible fixed assets

-

-

3) industrial patent and intellectual property rights

1,469,512

1,273,296

7) other

1,769,420

2,176,313

Total intangible fixed assets

3,238,932

3,449,609

II - Tangible fixed assets

-

-

1) land and buildings

36,962,570

37,314,959

2) plant and machinery

46,556,398

45,314,549

3) industrial and commercial equipment

1,844,359

2,040,227

4) other tangible assets

2,824,434

2,830,441

5) Fixed assets under construction and payments on account

2,007,970

1,832,437

Total tangible fixed assets

90,195,731

89,332,613

Total fixed assets (B)

93,434,663

92,782,222

C) Current assets

I - Inventories

-

-

1) raw materials, ancillary materials, and consumables

13,214,602

12,297,677

2) work in progress and semi-finished products

2,779,540

3,030,866

4) finished products and goods

7,582,796

7,159,281

Total inventories

23,576,938

22,487,824

II - Receivables

-

-

1) from customers

24,590,725

17,093,400

due within 12 months

24,590,725

17,093,400

5-bis) tax receivables

870,876

2,150,075

due within 12 months

870,876

2,150,075

5-ter) deferred tax assets

386,793

488,138

5-quater) from others

540,357

225,273

due within 12 months

540,357

225,273

Total receivables

26,388,751

19,956,886

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

30/06/2020

31/12/2019

III - Current financial assets

-

-

6) other securities

67,444,536

68,337,564

Total current financial assets

67,444,536

68,337,564

IV - Liquid assets

-

-

1) bank and postal deposits

1,440,966

2,664,126

3) cash and cash equivalents on hand

5,947

7,558

Total liquid assets

1,446,913

2,671,684

Total current assets (C)

118,857,138

113,453,958

D) Accruals and deferrals

69,874

163,417

Total assets

212,361,675

206,399,597

Liabilities

A) Shareholders' equity

146,133,358

148,290,590

I - Capital

22,601,209

22,564,043

II - Share premium reserve

86,743,750

86,743,750

IV - Legal reserve

5,000,000

5,000,000

VI - Other reserves, indicated separately

-

-

Extraordinary reserve

9,398,219

6,072,106

Merger surplus reserve

26,553,351

26,553,351

Total other reserves

35,951,570

32,625,457

IX - Profit (loss) for the year

3,116,544

6,069,585

X - Negative reserve for treasury shares in the portfolio

(7,279,715)

(4,712,245)

Total Shareholders' Equity

146,133,358

148,290,590

C) Employee severance indemnity

920,878

972,595

D) Payables

1) bonds

9,911,375

9,896,567

due after 12 months

9,911,375

9,896,567

4) Bank Borrowing

24,111,650

21,334,924

due within 12 months

9,911,106

10,611,947

due after 12 months

14,200,544

10,722,977

7) trade payables

24,676,048

20,608,429

due within 12 months

24,676,048

20,608,429

12) taxes payable

1,826,742

907,303

due within 12 months

1,826,742

907,303

13) payables due to pension and social security institutions

2,080,296

1,851,465

due within 12 months

2,080,296

1,851,465

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

30/06/2020

31/12/2019

14) other payables

2,662,280

2,497,658

due within 12 months

2,662,280

2,497,658

Total payables

65,268,391

57,096,346

E) Accruals and deferrals

39,048

40,066

Total liabilities

212,361,675

206,399,597

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Income Statement

30/06/2020

30/06/2019

A) Production value

1) revenues from sales and services

75,350,182

83,140,551

2) changes in inventories of work in progress, semi-finished and finished products

172,188

4,691,769

5) other revenues and income

-

-

other

873,530

797,903

Total other revenues and income

873,530

797,903

Total production value

76,395,900

88,630,223

B) Production costs

6) raw materials, ancillary materials, consumables, and goods

46,657,254

58,247,492

7) services

7,156,689

8,331,565

8) use of third-party assets

238,419

542,740

9) personnel

-

-

a) wages and salaries

10,265,755

11,192,171

b) social security contributions

3,240,760

3,391,471

c) severance indemnity

632,167

586,155

e) other costs

-

4,250

Total personnel costs

14,138,682

15,174,047

10) amortisation, depreciation, and write-downs

-

-

a) amortisation of intangible assets

683,456

746,283

b) depreciation of tangible assets

5,190,495

3,840,162

d) write-downs of receivables included in current assets and liquid assets

119,714

120,811

Total amortisation, depreciation, and write-downs

5,993,665

4,707,256

11) changes in inventories of raw materials, ancillary materials, consumables, and

(916,925)

(3,637,745)

goods

14) other operating charges

580,343

958,708

Total production costs

73,848,127

84,324,063

Difference between production value and costs (A - B)

2,547,773

4,306,160

C) Financial income and charges

16) other financial income

-

-

c) from securities included in current assets other than equity investments

2,936,671

674,060

d) income other than the above

-

-

Other

2,172

1,822

Total income other than the above

2,172

1,822

Total other financial income

2,938,843

675,882

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

30/06/2020

30/06/2019

17) interest and other financial charges

-

-

Other

1,316,997

253,727

Total interest and other financial charges

1,316,997

253,727

17-bis) foreign exchange gains and losses

5,006

(18,221)

Total financial income and charges (15 + 16-17 + -17-bis)

1,626,852

403,934

D) Adjustments to the value of assets and liabilities

19) write-downs

-

-

c) from securities included in current assets other than equity investments

-

217,529

Total write-downs

-

217,529

Total adjustments to the value of assets and liabilities (18-19)

-

(217,529)

Earnings before taxes (A-B + -C + -D)

4,174,625

4,492,565

20) Current, deferred, and prepaid income taxes for the year

current taxes

956,736

1,316,458

deferred and prepaid taxes

101,345

(41,442)

Total current, deferred, and prepaid income taxes

1,058,081

1,275,016

21) Profit (loss) for the year

3,116,544

3,217,549

Cash Flow Statement, indirect method

Amount as at Amount as at

30/06/2020 30/06/2019

A) Cash flows from operating activities (indirect method)

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Amount as at

Amount as at

30/06/2020

30/06/2019

Profit (loss) for the financial year

3,116,544

3,217,549

Income taxes

1,058,081

1,275,016

Interest expenses (Income)

(1,621,846)

(422,155)

(Gains)/Losses deriving from asset disposals

(1,564,205)

(449,729)

1) Profit (loss) for the year before income taxes, interest, dividends and capital gains/losses on

988,574

3,620,681

disposals

Adjustments for non-monetary items with no impact on the net working capital

Allocation to Provisions

8,701

14,888

Depreciation of fixed assets

5,873,951

4,586,445

Write-downs for permanent losses in value

217,529

Total adjustments for non-monetary items with no impact on the net working capital

5,882,652

4,818,862

2) Cash flow before changes in net working capital

6,871,226

8,439,543

Changes in net working capital

Decrease/(Increase) in inventories

(1,089,114)

(8,329,514)

Decrease/(increase) in trade receivables

(7,497,325)

(1,968,524)

Increase/(Decrease) in trade payables

4,067,619

5,425,739

Decrease/(increase) in accrued income and prepaid expenses

93,543

(8,405)

Increase/(Decrease) in accrued expenses and deferred income

(1,018)

(2,409)

Other decreases/(increases) of net working capital

2,378,352

2,553,078

Total changes in net working capital

(2,047,943)

(2,330,036)

3) Cash flow after changes in net working capital

4,823,283

6,109,507

Other adjustments

Interest received/(paid)

1,621,846

422,155

(Income taxes paid)

(1,058,081)

(1,275,016)

Other collections/(payments)

(60,418)

(16,300)

Total other adjustments

503,347

(869,161)

Cash flow from operating activities (A)

5,326,630

5,240,346

B) Cash flows deriving from investments

Tangible fixed assets

(Investments)

(6,080,185)

(8,038,324)

Disposals

42,111

44,848

Intangible fixed assets

(Investments)

(472,779)

(292,671)

Current financial assets

(Investments)

(67,725,745)

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Amount as at

Amount as at

30/06/2020

30/06/2019

Disposals

2,441,694

Cash flow from investments (B)

(4,069,159)

(76,011,892)

C) Cash flows deriving from financing

Third-party financing

Increase/(Decrease) of short-term payables to banks

4,562,367

4,422,711

New financing

1,746,679

(Funding repayment)

(1,770,833)

(2,770,833)

Equity

Paid increase in share capital

37,166

65

Sale/(purchase) of treasury shares

(2,567,470)

(2,668,716)

(Dividends and advances on paid dividends)

(2,743,472)

(2,232,218)

Cash flow from financing (C)

(2,482,242)

(1,502,313)

Increase (decrease) in liquid assets (A ± B ± C)

(1,224,771)

(72,273,857)

Liquid assets at the beginning of the financial year

Bank and postal deposits

2,664,126

74,764,972

Cash and cash equivalents on hand

7,558

6,656

Total liquid assets at the beginning of the financial year

2,671,684

74,771,628

Liquid assets at the end of the financial year

Bank and postal deposits

1,440,966

2,489,841

Cash and cash equivalents on hand

5,947

7,930

Total liquid assets at the end of the financial year

1,446,913

2,497,771

Balance difference

Explanatory Notes

Introduction

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Page 24

FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Fine Foods & Pharmaceuticals N.T.M. S.p.A. is a company listed on the Alternative Investment Market Italia (hereafter "AIM Italia"), managed by Borsa Italiana S.p.A., since 1 October 2018.

The explanatory notes on the 30 June 2020 Half-year Report refer to the Balance Sheet, Income and Cash Flows Statement on 30 June 2020.

The Cash Flow Statement shows the positive or negative changes in the cash and cash equivalents that took place in the first half of 2020. It was prepared using the OIC 10 accounting standard, adopting the "cash flow from operating activities determined using the indirect method" layout.

The 30 June 2020 Interim Financial Statements consisted of the Balance Sheet, Income and Cash Flow Statement and Explanatory Notes corresponding to the regularly kept accounting records and are prepared using OIC principles.

The 30 June 2020 Interim Financial Statements show a net profit of € 3,116,544 after amortisation and depreciation of € 5,873,951 and provision of income taxes of € 1,058,081.

Based on the economic performance and the sound financial position, the directors believe that the Company can continue its operations and have prepared the 30 June 2020 Half-year Report based on the going concern principle.

Drafting and valuation criteria and principles

The Interim Financial Statements are based on criteria and principles used for the preparation of the 31 December 2019 Financial Statements to which reference should be made.

The valuation principles adopted for the 30 June 2020 Interim Financial Statements comply with applicable civil law.

The Interim Statements preparation follows the OIC 30 Accounting Standard relating to Interim Statements.

The book values are represented in units of Euro by rounding off the related amounts.

When reviewing the Company's economic, financial and operational performance in the first half of 2020, the Company's activities, relations with the Parent Company, significant events that took place during the first half of the year, and the business outlook, reference should be made to the Report on Operations, prepared by the Company's Directors to accompany these Half-yearly Interim Financial Statements.

Description of the main items in the Balance Sheet and Income Statement

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

The notes on the Company's items in the 30 June 2020 Interim Financial Statements are set out below, with the corresponding 31 December 2019 values for the Balance Sheet items and 30 June 2019 for the Income Statement items.

Assets

Fixed assets

Intangible fixed assets

Under article 10 of law 19 March 1983, no. 72, and mentioned by the subsequent monetary revaluation laws, no monetary revaluation has been carried out on balance sheet intangible assets. It was unnecessary to write-down these fixed costs as required by the OIC 9 accounting standard, no indicators of potential permanent losses in the value of intangible assets were found.

Movements in intangible fixed assets

After booking the amortisation of € 683,456 in the Income Statement, the intangible assets were € 3,238,932.

The table shows the movements in fixed assets.

Industrial patents

Other intangible

Total intangible

and intellectual

fixed assets

fixed assets

property rights

Value as at 31 December 2019

Cost

2,786,414

4,716,743

8,668,054

Amortisation

1,513,118

2,540,431

5,218,446

Book value

1,273,296

2,176,312

3,449,609

Changes during the period

Increases resulting from acquisitions

472,779

472,779

Amortisation for the period

276,563

406,893

683,456

Other - Cost

0

0

0

Other - Accumulated Amortisation

0

0

Total changes

196,216

-406,893

-210,677

Value at end of the period

Cost

3,259,193

4,716,743

9,140,833

Amortisation

1,789,681

2,947,324

5,901,902

Book value as at 30 June 2020

1,469,512

1,769,420

3,238,932

Industrial patents and intellectual property rights

The "Industrial patents and intellectual property rights" item mainly refers to the purchase of software licenses, to development projects for the "Microsoft Dynamics AX" ERP information system and MES software for a better production control and management.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Other intangible fixed assets

The "Other intangible fixed assets" item includes the costs incurred by the company to carry out the "Business Combination", i.e. the merger between Innova Italy 1 S.p.A. and Fine Foods & Pharmaceuticals N.T.M. S.p.A. consisting of a merger by incorporation of Fine Foods & Pharmaceuticals N.T.M. S.p.A. into Innova Italy 1 with a subsequent change of company name to "Fine Foods & Pharmaceuticals N.T.M. S.p.A." that can be abbreviated to "Fine Foods N.T.M. S.p.A."

These are costs for legal, notary, tax, corporate and financial assistance relating to the transaction.

Tangible fixed assets

The assets belonging to tangible fixed assets are booked on the date on which the transfer of the risks and benefits connected to the acquired asset took place. They are booked in the Financial Statements at purchase cost, increased by any additional charges incurred until the assets are ready for use and within the limits of their recoverable value.

These assets are shown in the Balance Sheet assets net of accumulated depreciation.

The depreciation of tangible fixed assets, the use of which is limited in time, was carried out using the following rates:

Table of annual depreciation rates

Food

Pharma

Industrial buildings based on their type

3%

5.5%

Light construction

10%

10%

Generic plant, based on their type

7.5%

10%

Specific plant and machinery, based on their type

14%

12%

Industrial and commercial equipment, based on their type

20%

40%

Other assets: Furniture and furnishings

12%

Other assets: Electronic office machines

20%

Other assets: Transport vehicles

20%

Other assets: Cars

25%

Any disposal of assets (sales, scrapping, etc.) that occurred during the period resulted in the cancellation of their residual value. Any difference between the book value and the disposal value was recorded in the Income Statement.

Any write-down was unnecessary, as required by the OIC 9 accounting standard, no indicators of potential permanent losses in the value of tangible assets were found.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Movements in tangible fixed assets

Tangible fixed assets, including the related accumulated depreciation, are € 169,741,011; the accumulated depreciation is € 79,545,279.

The table below shows the movements in fixed assets.

Tangible fixed

Land and

Plant and

Industrial and

Other

assets under

Total tangible

commercial

tangible fixed

construction

buildings

machinery

fixed assets

equipment

assets

and payments

on account

Value as at 31 December

2019

Cost

54,440,216

92,929,265

7,742,500

6,929,391

1,832,437

163,873,810

Depreciation

17,125,259

47,614,717

5,702,273

4,098,951

0

74,541,199

Book value

37,314,958

45,314,549

2,040,227

2,830,440

1,832,437

89,332,611

Changes during the

period

Increases resulting from

459,661

2,298,005

178,318

417,714

2,836,314

6,190,012

acquisitions

Reclassifications (of the

144,667

2,377,336

9,950

19,000

-2,550,953

0

net book value)

Decreases deriving from

disposals and divestments

195,894

17,090

212,984

- Cost

Decreases deriving from

disposals and divestments

181,046

5,369

186,414

- Accumulated

depreciation

Depreciation for the

956,715

3,418,643

372,415

442,720

5,190,494

period

Other changes - Cost

-109,828

-109,828

Other changes -

Accumulated

-

Depreciation

Total changes

-352,387

1,241,850

-195,869

-6,006

175,534

863,121

Value at end of the

period

Cost

55,044,544

97,408,712

7,913,678

7,366,106

2,007,970

169,741,011

Depreciation

(Accumulated

18,081,974

50,852,314

6,069,320

4,541,671

0

79,545,279

Depreciation)

Book value as at 30 June

36,962,570

46,556,398

1,844,359

2,824,434

2,007,970

90,195,732

2020

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Buildings

The increase recorded in the "Buildings" item in the first half of 2020 is due to reorganisation and expansion works at the Zingonia-Verdellino and Brembate production sites.

Plant and Machinery

The acquisitions recorded in the period involve a new stripline with packaging machine that came into operation at the nutraceutical plant in Zingonia and a new envelope line installed at the pharmaceutical plant in Brembate.

Equipment

The acquisitions refer to production and laboratory equipment for the Zingonia nutraceutical plant and the Brembate pharmaceutical plant.

Other fixed assets

The acquisitions refer to new furnishings, implementations of the data processing system (e.g. SAN - Storage Area Network-, servers, switches etc...) and the purchase of cars/vehicles.

Tangible fixed assets under construction and payments on account

The above 30 June 2020 item included advances to suppliers for the purchase of tangible assets totalling € 2,007,970 and refer to plant and machinery purchases.

Amount of revaluations of tangible assets included in the Financial Statement balances

During 2008, the Verdellino and Brembate operating properties were revalued based on paragraphs 16 to 23 of Article 15 of Decree-Law no. 185 of 29 November 2008, converted with amendments by Law no. 2 of 28 January 2009, which permitted revaluing properties of companies that do not adopt international accounting standards in the preparation of their Financial Statements, as described below.

Previously, the Company had carried out a revaluation based on law no. 266/05 with related realignment. Fixed assets consisting of "land and buildings" were previously subjected to voluntary revaluation, which was limited to the maximum objectively determined asset use-value.

The revaluation made in 2008 permits a higher value attributed to the assets to become valid for tax purposes starting from the 2013 financial year. If there is a disposal, the tax validity starts from 01/01/2014.

As of 2013, depreciation on the revaluation started to be deducted for tax purposes. Portions from previous years will be deducted after the end of the statutory depreciation process.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Revaluation

Financial

Revaluation

Total

Tangible assets subject to revaluation

under law

under Decree-

revaluation

revaluations

266/05

Law 185/08

Land and buildings

3,127,545

158,660

3,440,000

6,726,205

Financial leases

At the end of the period, the Company had no financial leasing contracts in place.

Current assets

Inventories

Asset inventories are valued at the lower of purchase or production cost and realisable value based on market trends.

The purchase cost includes any directly attributable ancillary charges.

The production cost does not include indirect costs as they were objectively unattributable.

On 30 June 2020, a write-down was made of the inventory relating to goods expiring, not moving, "rejected" or destroyed during July and August 2020. The write-down was € 561,233.

The following table shows information on inventory changes.

30/06/2020

31/12/2019

Changes

raw materials, ancillary materials, and

13,214,602

12,297,677

916,925

consumables

work in progress and semi-finished products

2,779,540

3,030,866

-251,326

finished products and goods

7,582,796

7,159,281

423,515

Total

23,576,938

22,487,824

1,089,114

Receivables booked in current assets

Receivables under current assets are booked in the Financial Statements using the amortised cost method, based on the time factor and the estimated realisable value.

The presumable realisable value adjustment was carried out through the allocation of a bad debt provision.

For those receivables for which the application of the amortised cost or discounting method was irrelevant, the recording has been maintained using the presumed realisable value to represent the company's equity and financial situation correctly. This happened for receivables due within 12 months or, using the amortised cost method, when the transaction costs, commissions or any other difference between the initial value and the due date value were insignificant or, in the case of discounting, when there was an interest rate inferable from the contractual conditions that is not significantly different from the market interest rate.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Changes and due date of receivables booked in current assets

The following table shows information relating to changes in receivables booked in current assets.

Amount as at

30/06/2020

31/12/2019

Changes

30/06/2020 payable

within 12 months

Trade receivables

24,590,725

17,093,400

7,497,325

24,590,725

Tax receivables

870,876

2,150,075

-1,279,199

870,876

Deferred tax assets

386,793

488,138

-101,345

386,793

Receivables from others

540,357

225,273

315,084

540,357

Total

26,388,752

19,956,886

6,431,866

26,388,752

The receivables shown in the table above are due within 12 months.

Breakdown of receivables booked in current assets by geographical area

The following table shows the breakdown of the receivables booked in current assets by geographical area.

Trade receivables

Tax receivables

Deferred tax assets

Receivables from

Total Receivables

Geographical area

booked in current

booked in current

booked in current

others booked in

booked in current

assets

assets

assets

current assets

assets

Italy

10,637,407

870,876

386,793

540,357

12,435,434

Abroad

13,953,318

-

-

-

13,953,318

Total

24,590,725

870,876

386,793

540,357

26,388,752

Trade receivables

The "Trade Receivables" item increased compared to the previous year's Financial Statements due to the crediting of some collections in the first days of July.

The nominal value adjustment of trade receivables to the presumed realisable value was obtained by recording a specific bad debt provision, the movements of which are shown below:

Movements in the bad debt provision under Article 71 of Presidential Decree

30/06/2020

917/1986

Balance at the beginning of the financial year

592,102

Merger contribution

Uses during the year

Provisioning

119,714

Balance at the end of the financial year

711,816

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Tax receivables

The following table shows the breakdown of the "Tax receivables" item.

Tax receivables detail

30/06/2020

31/12/2019

VAT Credit

548,117

1,805,008

IRAP credit

140,661

Receivables for withholding tax on collected coupons, dividends and realised capital gains

293,475

173,924

Receivables for IRES repayment for IRAP deduction on personnel costs

27,929

27,929

Receivables for energy account withholdings

1,356

2,553

Balance at the end of the financial year

870,876

2,150,075

The change in VAT credit during the first half of 2020 is due to the ability to purchase tax-free, as a regular exporter, through the issue of declarations of intent, under the available limit.

Deferred Tax Assets

The temporary differences that led to the recording of prepaid income tax, determined by applying the tax rates in force, related to the inventory write-down and goodwill amortisation. The tax effect booked in the Financial Statements is € 156,584 for the inventory write-down and € 230,209 for goodwill amortisation.

Receivables from others

The following table shows the breakdown of the "Receivables from others" item.

Receivables from others detail

30/06/2020

31/12/2019

Advances for participation in exhibitions

219,288

82,166

INAIL Credit

197,007

12,989

Receivables from FASA

17,306

6,812

From suppliers for advances not on fixed assets

105,235

121,086

Deposits

1,521

-

Other receivables

-

2,220

Total

540,357

225,273

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Current financial assets

Changes in current financial assets

Other Securities

The following table shows information on current asset changes.

Item description

30/06/2020

31/12/2019

Changes

Investment Securities Account

67,444,536

68,337,564

-893,028

A leading Credit Institution is managing a discretionary and individualised management service on an investment portfolio that includes financial instruments and liquidity. Fine Foods entered a total of € 67 million in the Financial Statements against the above investment portfolio, as at 30 June 2020; this includes the higher/lower liquidity deriving from the realisation of capital gains/losses during the period and dividends on shares and bond coupons.

It should be noted, however, that at 30 June 2020 the total Fair Value of the portfolio amounted to € 69.2 million.

Liquid assets

Liquid assets are valued at nominal value.

The following table shows the information on liquid asset changes from 31 December 2019 to 30 June 2020.

30/06/2020

31/12/2019

Changes

Bank and postal deposits

1,440,966

2,664,126

-1,223,160

Cash and cash equivalents on hand

5,947

7,558

-1,611

Total

1,446,913

2,671,684

-1,224,771

For more details on liquid asset changes, please refer to the Cash Flow Statement.

Accrued income and prepaid expenses

Accruals and deferrals have been calculated on an accrual basis, by allocating revenues and costs common to two or several years.

The following table shows information on changes in prepaid expenses and accrued income.

30/06/2020

31/12/2019

Changes

Accrued income

10,912

107,846

-96,934

Prepaid expenses

58,962

55,571

3,391

Total

69,874

163,417

-93,543

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

The following tables show the items' composition:

Accrued income detail

30/06/2020

31/12/2019

Energy account accrued amount

10,912

107,846

Balance

10,912

107,846

Prepaid expenses detail

30/06/2020

31/12/2019

R&D technical consulting

434

950

Exhibitions and meetings

-

12,191

Advertising

27

172

Nembro rentals

3,607

17,826

EDP fees

54,894

24,432

Balance

58,962

55,571

Liabilities and Shareholders' equity

Shareholders' equity

The following table details the movements in Shareholders' equity:

Balance as at

Allocation of

Other

Operating

Balance as at

operating

Dividends

31/12/2019

movements

result

30/06/2020

result

I- Share Capital

22,564,043

37,166

22,601,209

II- Share premium reserve

86,743,750

86,743,750

III - Revaluation reserve

-

IV - Legal reserve

5,000,000

5,000,000

V - Statutory reserves

-

-

VI - Other reserves:

-

- Merger reserve

26,553,351

26,553,351

- Extraordinary reserve

6,072,106

6,069,585

(2,743,472)

9,398,219

VIII - Profits (losses) carried

forward

-

IX - Profit (loss) for the year

6,069,585

(6,069,585)

3,116,544

3,116,544

X - Negative reserve for treasury

(4,712,245)

(2,567,470)

(7,279,715)

shares in the portfolio

Total

115,665,133

-

(2,743,472)

(2,530,304)

3,116,544

146,133,358

The increase in Share Capital recorded in 2020 derives from the issue of new shares following the conversion of warrants.

All subscribed shares (with no nominal value) have been fully paid up.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Employee severance indemnity

The severance indemnity has been calculated under art. 2120 of the Civil Code, considering the legal provisions, contract specifications and professional categories. It includes the accrued annual instalments and the revaluations made using ISTAT coefficients.

The provision amount is booked net of the advances paid and the quotas used for the employment termination during the period and represents the amount owed to employees at the Financial Statements closing date.

The following table shows information on changes in the employee severance indemnity.

Substitute tax

on the

Severance indemnity provision

31/12/2019

Paid on

Accrued on

revaluation of

30/06/2020

movement detail

30/06/2020

30/06/2020

employee

severance

indemnity

972,595

-59,229

8,701

-1,189

920,878

The movements of the severance indemnity paid to INPS and the complementary social security funds are shown below:

Substitute tax

on the

Detail of severance indemnity

31/12/2019

Paid on

Accrued on

revaluation of

30/06/2020

paid to funds

30/06/2020

30/06/2020

employee

severance

indemnity

INPS Treasury

4,203,212

204,477

369,138

5,214

4,362,659

Private pension funds

3,292,905

284,999

3,577,904

Total

7,496,117

204,477

654,137

5,214

7,940,563

Payables

Payables have been booked in the Financial Statements according to the amortised cost method, as defined by art. 2426 par. 2 of the Civil Code, considering the time factor. For those payables for which the application of the amortised cost or discounting method was irrelevant, the recording has been maintained using the nominal value to represent the company's equity and financial situation correctly. This happened for payables due within 12 months or, using the amortised cost method, when the transaction costs, commissions or any other difference between the initial value and the due date value were insignificant or, in the case of discounting, when there was an interest rate inferable from the contractual conditions that is not significantly different from the market interest rate.

Based on the provisions of article 12, paragraph 2 of Legislative Decree 139/2015, the Company applied the amortised cost method exclusively to payables booked in the Financial Statements from 2016.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Payables changes and due date

The following table shows information relating to changes in payables and any information on their due date.

30/06/2020

31/12/2019

Changes

Amount as at

Amount as at

30/06/2019

30/06/2019

payable within

payable after

12 months

12 months

Bonds payable

9,911,375

9,896,567

14,808

9,911,375

Bank Borrowing

24,111,650

21,334,924

2,776,726

9,911,106

14,200,544

Trade payables

24,676,048

20,608,429

4,067,619

24,676,048

Taxes payable

1,826,742

907,303

919,439

1,899,608

Payables due to pension and

2,080,296

1,851,465

228,831

2,080,296

social security institutions

Other payables

2,662,280

2,497,658

164,622

2,662,280

Total

65,268,392

57,096,346

8,172,046

41,229,338

24,111,919

Bonds

The main features of Bonds, which amount to € 9,911,375, are described below:

  • Total principal: € 10,000,000 (ten million);
  • Issue method: the securities are issued dematerialised, in a tranche and bearer format under the TUF and the "Consob" Regulation - "Banca d'Italia" Decree-Law 22 February 2008, and deposited and managed by the "Monte Titoli S.p.A." centralised system;
  • Currency: Euro;
  • Number of bonds and value: 100 bonds with a unit value of € 100,000 (one hundred thousand);
  • Coupon: half-yearly, at a fixed interest rate of 0.82% (zero-pointeighty-two per cent) under

the regulation.

These Bonds require compliance with certain covenants (economic and financial parameters) that had been fully complied with at the Financial Statements' date.

The Bonds payable originated in 2016 with a duration of seven years with interest payments as indicated above, and the related costs were initially booked at the value determined by discounting future cash flows at the contractual interest rate. The difference between the initial book value of the debt in the 2016 Financial Statements (€ 9,788,000) and the forward value (€ 10,000,000) is booked in the Income Statement as a financial charge over the debt duration using the effective interest rate method.

Bank Borrowing

The following table shows the items' composition:

Bank Borrowing detail

30/06/2020

31/12/2019

Within 12 months

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Current accounts and invoice advances

11,626,602

5,601,886

Financing and bank loans

2,573,942

5,010,062

Total payable within 12 months

14,200,544

10,611,948

After 12 months

30/06/2020

31/12/2019

MedioCredito mortgage loan

9,911,106

10,722,977

Total payable after 12 months

9,911,106

10,722,977

Total

24,111,650

21,334,925

The debt for the mortgage loan subscribed in 2016 by the acquired Company Fine Foods expiring on 30 June 2027, for which interest is payable as indicated below, and the related costs, were initially booked at the value determined by discounting future cash flows at the estimated contractual interest rate.

The difference between the initial booked value of the debt, net of capital repayments already made as at 31 December 2019 and 30 June 2020 (€ 11,546,000) and the forward value (€ 11,667,000) is booked in the Income Statement as a financial charge over the debt duration using the effective interest rate method.

Below are the 06 August 2016 mortgage loan contract main features:

  • Total amount € 15,000,000;
  • Amount disbursed at signing € 5,000,000;
  • Amount disbursed during 2017 € 5,000,000;
  • Amount disbursed during 2018 € 3,500,000;
  • Amount disbursed during 2019 € 1,500,000;
  • Rate: Six-month Euribor + 1%.

Trade payables

The following table shows the breakdown of the "Trade payables" item.

Trade payables detail

30/06/2020

31/12/2019

Trade payables in Italy and abroad

21,889,791

19,013,448

Payables for invoices to be received

2,948,542

1,910,339

From suppliers for credit notes to be received

-162,284

-315,358

Total

24,676,048

20,608,429

Taxes payable

The following table shows the breakdown of the "Taxes payable" item.

Taxes payable detail

30/06/2020

31/12/2019

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Substitute tax on severance indemnity

20,624

20,336

Fasi social security institute

1,295

0

Payables for withholding taxes on employees

711,871

630,096

Payables for withholding taxes on self-employment

26,686

4,127

Payables for IRES

948,284

252,744

Payables for IRAP

117,981

Total

1,826,742

907,303

Payables due to pension and social security institutions

The following table shows the breakdown of the "Payables due to pension and social security institutions" item.

Payables due to pension and social security institutions detail

30/06/2020

31/12/2019

Payables to INPS

1,223,470

1,024,540

Payables to INPS for solidarity contribution

1,813

1,952

Payables to Cassa Vita (life insurance fund)

1,132

1,086

Payables to Previndai

44,474

47,752

Payables to Inail

0

34,762

Payables to private funds

30,181

29,207

Payables for Trade Union membership

4,207

2,519

Payables to Alifond

88,460

87,114

Accrued contributions on thirteenth and fourteenth-month salary

199,559

174,939

Accrued contributions on accrued holidays

487,000

447,594

Total

2,080,296

1,851,465

Other payables

The following table shows the breakdown of the "Other payables" item.

Other payables detail

30/06/2020

31/12/2019

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Remuneration to be paid

115,027

63,575

Payables for thirteenth-month salary accrued

624,623

897

Payables for fourteenth-month salary accrued

513

542,234

Payables for unused accrued holidays

1,586,031

1,457,459

Payables for salary-deducted loans

12,065

11,003

Payables for compensation to directors

90,000

140,000

Advances from customers

56,993

45,193

Payables for exemption contribution for disabled people

50,000

47,064

Insurance payables

90,004

118,675

Payables for the Board of Statutory Auditors' remuneration

32,760

65,520

Other payables

4,263

6,038

Total

2,662,279

2,497,658

Breakdown of payables by geographical area

The following table shows the breakdown of payables by geographical area

Payables due

Geographical

Bonds

Bank

Trade

Taxes payable

to pension and

Other

Payables

area

Borrowing

payables

social security

payables

institutions

Italy

9,911,375

24,111,650

17,232,631

1,826,742

2,080,296

2,662,280

57,824,975

Abroad

7,443,417

7,443,417

Total

9,911,375

24,111,650

24,676,048

1,826,742

2,080,296

2,662,280

65,268,392

Payables secured by collateral on corporate assets

The following table, separately for each item, shows the payables secured by collateral on the corporate assets, with an indication of the guarantees' nature.

Payables backed by

Total payables

Payables unsecured

Total

mortgages

secured by collateral

by collateral

Bonds payable

9,911,375

9,911,375

9,911,375

Bank Borrowing

11,547,548

11,547,548

12,564,102

24,111,650

Trade payables

-

24,676,048

24,676,048

Taxes payable

-

1,826,742

1,826,742

Payables due to pension and social

-

2,080,296

2,080,296

security institutions

Other payables

-

2,662,280

2,662,280

Total

21,458,923

21,458,923

43,809,469

65,268,392

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Accrued expenses and deferred income

The following table shows the composition of the items resulting from the Financial Statements.

Accrued expenses detail

30/06/2020

31/12/2019

Interest payable on Bonds

38,653

39,267

Interest payable on unsecured loans

395

799

Total

39,048

40,066

Income Statement

The Income Statement shows the net result for the half-year.

It provides a representation of management operations, through a summary of revenues and expenses that have contributed to determining the net result. The revenues and expenses are distinguished according to the relevant management: operating, ancillary, and financial activities.

Ordinary activities create income components through ongoing operations and in the sector relevant to their performance. These components identify and qualify the distinctive aspect of the Company's financial activity.

The financial activity consists of transactions that generate financial income and charges.

The marginal ancillary activities consist of transactions that generate income which is part of ordinary activities but are not part of operating or financial activities.

The analysis of the composition of the Income Statement items and the comments on the general income and charges trend is described in the Half-year Report on Operations.

Production value

Revenues are booked in the Financial Statements on an accrual basis, net of returns, rebates, discounts, and premiums, and related taxes.

The asset sales revenues are booked when the substantial and non-formal transfer of ownership has taken place, assuming the transfer of risks and benefits as the reference parameter for the substantial transfer.

Revenues deriving from the provision of services are booked when the service is provided or performed. If there are ongoing services, the related revenues are booked for the accrued portion.

Production value detail

30/06/2020

30/06/2019

Changes

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Revenues from sales and services

75,350,182

83,140,551

-7,790,369

Changes in product inventories

172,188

4,691,769

-4,519,581

Other revenues and income

873,530

797,903

75,627

Total

76,395,899

88,630,223

-12,234,324

Breakdown of revenues from sales and service by business category

The following table shows the breakdown of revenues from sales and services by business category.

Business category

Current period value

Product sales

75,192,782

Revenues from services

157,400

Total

75,350,182

Breakdown of revenues from sales and services by geographical area

The following table shows the breakdown of revenues from sales and services by geographical area.

Geographical area

Current period value

Italy

29,501,995

Abroad

45,848,187

Total

75,350,182

The effect of foreign turnover on the total for the period was approximately 61%.

Item A1 of the Income Statement went from € 83.1 million in the first half of 2019 to € 75.3 million in the first half of 2020, decreasing by 9.4%. This change is mainly due to the reduction in turnover in the nutraceutical sector. The revenues of the "Food" Business Unit amounted to € 54.1 million in the first half of 2020 compared to € 63.1 million in the first half of 2019 and showed a decrease of 14 per cent. The "Pharma" segment sales in the first half of 2020 reached € 21.2 million with an increase of six per cent compared to € 20 million in the first half of 2019.

Other Revenues detail

30/06/2020

30/06/2019

Changes

Press Expenses

88,719

46,706

42,013

Laboratory Tests

20,629

60,055

-39,426

Packaging charges

38,344

58,450

-20,107

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Charges for other expenses

406,671

509,895

-103,224

Capital gains

21,261

23,814

-2,553

Contingencies

297,906

98,983

198,923

Total

873,530

797,903

244,699

The "Other revenues" item includes income deriving from the invoicing of costs incurred on behalf of customers, capital gains and contingent assets.

Production costs

Costs and charges are allocated on an accrual and type basis, net of returns, rebates, discounts, and premiums, following the principle of correlation with revenues, and booked in the respective items under the OIC 12 accounting principles. The costs related to goods purchase are booked when the substantial and non-formal transfer of ownership has taken place, assuming the transfer of risks and benefits as the reference parameter for the substantial transfer. The costs for purchased services are booked when the service is provided or performed. If there are ongoing services, the related costs are booked for the accrued portion.

Production costs detail

30/06/2020

30/06/2019

Changes

Raw materials, ancillary materials, consumables, and goods

46,657,254

58,247,492

-11,590,238

Services

7,156,689

8,331,565

-1,174,876

Use of third-party assets

238,419

542,740

-304,321

Personnel

14,138,682

15,174,047

-1,035,365

Amortisation, depreciation, and write-downs

5,993,665

4,707,256

1,286,409

Changes in inventories of raw materials and goods

-916,925

-3,637,745

2,720,820

Other operating charges

580,342

958,708

-378,366

Total

73,848,127

84,324,063

-10,475,936

The incidence of costs for raw materials, ancillary materials, consumables and goods, net of the change in inventories of raw materials and goods, on the Value of Production, is about 60% which is in line with that booked in the first half of 2019.

Services Detail

30/06/2020

30/06/2019

Changes

Industrial services

4,672,680

5,801,600

-1,128,920

Business services

532,469

747,553

-215,083

Administrative and general services

1,951,539

1,778,705

172,834

Total

7,156,689

8,327,858

-1,171,169

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

In addition to the pro rata remuneration of Directors and Statutory Auditors, costs for Services include: ordinary maintenance, utilities, transport, consulting, outsourcing, cleaning, waste disposal, luncheon vouchers, promotional expenses and Insurance.

The "Use of third-party assets" item includes the rental costs for third-party warehouses, forklifts, and pallet truck rental costs.

Other operating charges detail

30/06/2020

30/06/2019

Changes

Ordinary losses

5,721

5,475

246

Non recurring losses

161,749

282,240

-120,491

Indirect taxes, duties, and contributions

287,322

271,905

15,417

Fines and penalties

2,047

2,844

-797

Other costs and charges

123,503

396,244

-272,741

Total

580,342

958,708

-378,366

Financial income and charges

Financial income and charges are booked on an accrual basis for the portion accrued during the period.

Financial income detail

30/06/2020

30/06/2019

Changes

Interest income on bank accounts

-

-

Dividends on other Securities

322,357

230,383

91,974

Gains on the sale of other Securities

2,614,314

443,677

2,170,637

Other income

2,172

1,822

350

Total

2,938,843

675,882

2,262,961

Financial charges detail

30/06/2020

30/06/2019

Changes

Interest expenses on bank accounts

13,432

35,935

-22,503

Interest expenses on bonds

126,361

129,406

-3,045

Interest expenses on financing and bank loans

107,883

74,292

33,591

Interest expenses for deferments

-

40

-40

Losses on the sale of other Securities

1,065,649

12,286

1,053,363

Rebates and discounts payable

3,672

1,768

1,904

Total

1,316,997

253,727

1,063,270

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Breakdown of interest and other financial charges by type of debt

The following table shows interest and other financial charges with a breakdown between those related to bonds, bank debts and other cases.

Bonds

Bank Borrowing

Other

Total

Interest and other financial charges

126,361

121,315

1,069,321

1,316,997

Foreign currency exchange gains/losses

The Foreign currency exchange gains/losses are shown below

Exchange rate differences details

30/06/2020

30/06/2019

Changes

Realised foreign currency exchange gains

10,439

1,855

8,584

Realised foreign currency exchange losses

-5,433

-20,076

14,643

Total

5,006

-18,221

23,227

Current, deferred and prepaid income taxes

Current taxes

The Company has estimated the taxes based on the application of current tax regulations.

Deferred taxation

This item includes the impact of deferred taxation on these Financial Statements. This is due to the temporary differences between the values attributed to an asset or liability following statutory criteria and the corresponding values recognised for tax purposes.

The Company determined the deferred taxation for IRES and IRAP.

The following tables provide:

  • a description of the temporary differences that led to the recording of deferred tax assets and liabilities, specifying the rate applied and the changes from the previous year, the amounts credited or debited to the Income Statement or Shareholders' equity;
  • the amount of deferred taxes booked in the Financial Statements relating to losses for the year or previous years and the reasons, the amount not yet booked and the reasons for the failure to record it;
  • the items excluded from the calculation and the related reasons.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Recording of deferred and prepaid taxes and consequent effects

IRES

IRAP

A) Temporary differences

Total deductible temporary differences

1,386,361

1,386,361

Net temporary differences

-1,386,361

-1,386,361

B) Tax effects

Deferred tax (assets)/liabilities at the beginning of the financial year

-419,907

-68,231

Deferred or prepaid (income)/expenses for the financial year

87,178

14,167

Deferred tax (assets)/liabilities at the end of the financial year

-332,729

-54,064

Deductible temporary differences detail

Amount at

Changes

Amount at

the end of

which

the end of

the

occurred

IRES tax

IRAP tax

Description

the

IRES rate

IRAP rate

previous

during the

effect

effect

financial

financial

financial

year

year

year

Inventory write-down provision

875,938

314,705

561,233

24

134,696

3.9

21,888

Goodwill accumulated

873,665

48,537

825,128

24

198,033

3.9

32,176

amortisation

Total deductible temporary

1,749,603

363,242

1,386,361

24

332,729

3.9

54,064

differences

Cash Flow Statement

The Company has prepared a Cash Flow Statement, which is the summary document linking the changes occurred during the period in the company's assets with the changes in the financial situation. It highlights the values relating to the financial resources that the company needed during the period and the related uses.

Under the OIC 10 provision, the Company has adopted the indirect method where the cash flow is reconstructed by adjusting the period result of the non-monetary components.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Other information

Employment data

The following table shows the average number of employees, broken down by category and calculated considering the daily average.

Executives

White-collar employees

Blue-collar employees

Total employees

Average number

14

256

313

583

The number of employees is growing in line with previously planned investment initiatives.

The following is precise data on employment at the end of the period:

Employment data (expressed in units)

30/06/2020

31/12/2019

Executives

14

13

White-collar employees

267

245

Blue-collar employees

310

312

Total

591

570

Categories of shares issued by the Company

The following table shows the number of Company shares and any movements that occurred during the period.

Initial number

Shares subscribed during the

Final number

period, number

Ordinary Shares

18,142,929

671,661

18,814,590

Redeemable Shares

1,200,000

-

1,200,000

Multiple voting Shares

3,500,000

-

3,500,000

Special Shares

100,000

-50,000

50,000

Total

22,942,929

621,661

23,564,590

In January 2020, in compliance with the provisions of article 6.4 (d) (i) of Fine Foods & Pharmaceuticals N.T.M. S.p.A. Articles of Association, 50,000 special shares (without voting

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

rights), equal to 25 per cent of their total, were converted into 300,000 ordinary shares, without nominal value.

The remaining increase of 371,661 ordinary shares derives from the conversion of listed warrants during the first half of 2020.

For the features of each category of Shares listed above, please refer to Article 6 of the Fine Foods

  • Pharmaceuticals N.T.M. S.p.A. Articles of Association published on the Company's websitehttp://www.finefoods.it.

Securities issued by the Company

The Company has not issued any security or similar included in art. 2427 no. 18 of the Civil Code.

Details on other financial instruments issued by the Company

We confirm that the Company has issued the following financial instruments:

  • 5,000,000 Warrants, of which 1,858,418 were exercised as of 30 June 2020, exercisable under Article 3 of the "Fine Foods & Pharmaceuticals N.T.M. S.p.A. Warrant Regulation" published on the Company's website http://www.finefoods.it These instruments were issued for subscribing shareholders and are listed on the AIM Italia trading system organised and managed by Borsa Italiana S.p.A.
  • 4,000,000 unlisted and non-transferable warrants up to 20 months from the Effective Merger Date, which grant the right to subscribe newly issued shares of the merger-resulting Company and exercisable under the methods and terms indicated in the 7 June 2018 Board of Directors Report accompanying the Merger Plan as published on the Company's website http://www.finefoods.it

The conditions for exercising the Warrants are linked to a formula that includes the following variables: average monthly price, strike price and subscription price.

The possible transfer methods and the financial and administrative rights of these instruments follow the Articles of Association, Warrant Regulations and the related legal provisions.

Commitments, guarantees and contingent liabilities not resulting from the Balance Sheet

The following table shows the information on the guarantees.

Amount

Guarantees

25,000,000

Collateral securities (mortgage on the property of Verdellino

in favour of Mediocredito and Sace)

25,000,000

Related party transaction information

Other than the remuneration of directors, certain categories of employees and the Stock Grant plan approved on 14 December 2018, the Company has no relationships with related parties.

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FINE FOODS & PHARMACEUTICALS N.T.M. S.p.A.

Information on agreements not resulting from the Balance Sheet

During the period, no agreement was made that did not result from the Balance Sheet.

Companies preparing the Financial Statements of the largest/smallest group of subsidiaries to which the company belong

The Parent Company that prepares the Consolidated Financial Statements is EIGENFIN S.r.l. with its registered office in Zingonia-Verdellino, where the 31 December 2019 Consolidated Financial Statements are filed.

Zingonia/Verdellino, 29/09/2020

For the Board of Directors

Chairman

Marco Francesco Eigenmann

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Page 48

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Fine Foods & Pharmaceuticals NTM S.p.A. published this content on 29 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2020 17:04:04 UTC