2010 first half reportinvestor.psf.it/files/catalogue/attachments/psf 1h eng_2010.pdf · director...

2010 FIRST HALF

REPORT

Approved by the Board of Directors August 27, 2010

Poligrafica S. Faustino S.p.A. 25030 CASTREZZATO (BS) ITALY - Via Valenca 15 Phone n. +39.030.70491 - (10 lines.) Fax +39.030.7049280 Share Capital Euro 6.161.592,12 fully paid - nr. of shares 1.194.107 Tax code number 01251520175 – VAT code 00614280980 Registered with “Registro Imprese” of Brescia nr. 01251520175 www.psf.it

Poligrafica S. FaustinoGroup – 2010 First Half Report ______________________________________________________________________________________________

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1. INDEX

2. BOARD OF DIRECTORS AND STATUTORY AUDIT COMMITTEE Page 3

3.

THE GROUP Page 4

4. SHAREHOLDERS AND STOCK PERFORMANCES

Page

5

5. MANAGEMENT REPORT 5.1. CONSOLIDATED financial and economic highlights 5.2. POLIGRAFICA S. FAUSTINO financial and economic highlights

Page 6

5.3. R&D activities 5.4. Personnel 5.5. Investments 5.6. Consolidated net financial position 5.7. Own shares 5.8. Related parties 5.9. Corporate Governance 5.10. Economic highlights of subsidiary companies 5.11. Subsequent events 5.12. Enterprise risks management and predictable managing evolution

6.

CONSOLIDATED FINANCIAL STATEMENTS 6.1. Tables of consolidated financial statements 6.2. Notes to consolidated financial statements

Page 16

7. Certification pursuant the article 154 bis of Italian Legislative Decree No. 58/1998

Page 31

Auditors’ review report

Page 32


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2. BOARD OF DIRECTORS AND STATUTORY AUDIT COMMITTEE

BOARD OF DIRECTORS

Chairman and Managing Director Alberto Frigoli Managing Director Giuseppe Frigoli Managing Director Emilio Frigoli Director (*) Francesco Frigoli Director Giovanni Frigoli Independent Director (*) Carlo Alberto Carnevale Maffè Independent Director (*) Alberto Piantoni Director (*) Riccardo Camia (a) (*)= Non executive Directors (a)= Until April 30, 2010

BOARD OF AUDITORS

Chairman Umberto Bisesti Auditor Francesco Curone Auditor Umberto Bisesti

INDEPENDENT AUDITORS

ANALISI S.p.A. – REGGIO EMILIA

SPECIALIST

CENTROBANCA S.p.A. – MILANO


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3. THE GROUP

Subsidiary Companies BB S.r.l. E-commerce services www.cantoalto.it (already owner of the internet site sole proprietorship www.casarossi.it Mediattiva S.r.l. web agency and internet provider sole proprietorship Litografia Spada S.r.l. printing of prestige paper labels sole proprietorship LinkOnLine S.r.l. distribution of consumer products for informatics sole proprietorship

POLIGRAFICA S. FAUSTINO S.p.A.

BB S.r.l.

Mediattiva S.r.l. Litografia

Spada S.r.l.

100% 100%

100%

LinkOnLine S.r.l.

100%


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4. SHAREHOLDERS AND STOCK PERFORMANCES

More relevant shareholders (>2%)

47.282%

Alberto Frigoli (Chairman and Managing Director)

8.611%

Giuseppe Frigoli (Managing Director) 8.563% Francesco Frigoli (Director) 8.596% Emilio Frigoli (Managing Director) 8.617% Giovanni Frigoli (Director) 8.626% Own shares 4.269% Other shareholders (Market) 52.718% Total number of shares 1,194,107 (Number of own shares as at 30/06/10) (50,976) Issue price as at 29/10/99 Euro 37.00 Fixing as at 30/06/10 Euro 10.49 Average price of 2010 First Half Euro 11.42 Total share capital value as at 30/06/10 Euro 12.53 mln Ticker: PSF NM Specialist: Centrobanca S.p.A. (www.centrobanca.it) Web site: www.psf.it Investor Relations: [email protected]


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5. MANAGEMENT REPORT

5.1. CONSOLIDATED FINANCIAL AND ECONOMIC HIGHLIGHTS

The main data are reported here below by comparison with those of the same period of 2009. CONSOLIDATED INCOME STATEMENT RECLASSIFIED 2010

First Half2009

First HalfVariation

Euro (mln) Euro (mln) Euro (mln) Sales and other operating income 22.66 22.74 (0.08) Operating costs (21.77) (21.92) 0.15 EBITDA 0.89 0.82 0.07 Depreciation and amortization (0.56) (1.10) 0.54 EBIT 0.33 (0.28) 0.61 Net financial income (expense) (0.07) (0.15) 0.08 Before tax result 0.26 (0.43) 0.69 Tax (0.14) (0.18) 0.04 Net result 0.12 (0.61) 0.73

Group’s course Even considering the significant difficulties related to the overall economic crisis, the volume of sales in the first semester does not record changes if compared to the same period of last year. EBITDA remains positive with a slight increase of 4% of Sales. In particular, significant savings in cost of services and in cost of personnel (due to a more efficient managing of internal resources) have been registered. For a better read and evaluation of the area courses, below are the summarised economic accounts of the production and commercial area. For further comments, please see the explication notes here below. PRODUCTION AREA (Euro/mln) 2010

1st Half2009

1st HalfVar.

Sales and other operating income 16.81 16.65 0.16

Purchases and inventory change (6.48) (5.66) (0.82) Services (4.78) (5.08) 0.30 Personnel costs (3.94) (4.10) 0.16 Other net operating revenues (expenses) (0.73) (1.03) 0.30

Total operating costs (15.93) (15.87) (0.06)

EBITDA 0.88 0.78 0.10

Depreciation and amortization (0.53) (1.08) 0.55

EBIT 0.35 (0.30) 0.65

Net financial income (expense) (0.03) (0.09) 0.06

Before tax result 0.32 (0.39) 0.71

Tax (0.13) (0.17) 0.04

Net result 0.19 (0.56) 0.75

Minority interest - -

GROUP interest 0.19 (0.56)


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COMMERCIAL AREA The following data refer to the subsidiary Linkonline S.r.l., specialized in the commercial sector, and are gross of intercompany eliminations. (Euro/mln) 2010

1st Half2009

1st HalfVar.

Sales and other operating income 5.85 6.09 (0.24)

Purchases and inventory change (4.51) (4.78) 0.27 Services (0.63) (0.72) 0.09 Personnel costs (0.41) (0.32) (0.09) Other net operating revenues (expenses) (0.29) (0.23) (0.06)

Total operating costs (5.84) (6.05) 0.21

EBITDA 0.01 0.04 (0.03)

Amortization, (0.03) (0.02) (0.01) Adjustment, depreciation -

EBIT (0.02) 0.02 (0.04)

Net financial income (expense) (0.04) (0.06) 0.02

Before tax result (0.06) (0.04) (0.02)

Tax (0.01) (0.01) -

Net result (0.07) (0.05) (0.02)

all attributable to the Group


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CONSOLIDATED BALANCE SHEET STRUCTURE:

(Euro / million)

30-June-10 31-Dec-09 30-June-09

A) Net current assets

Trade receivables 15.97 14.72 15.50 Inventories 4.80 4.65 4.95 Other current assets 0.80 0.49 0.62 Trade payables (10.21) (9.34) (9.66) Other current liabilities (3.19) (3.00) (3.34)

8.17 7.52 8.07 B) Net fixed assets

Intangible assets 5.34 5.30 5.33 Tangible assets 6.28 6.61 7.02 Financial investments and other non current assets 0.42 0.24 0.17

12.04 12.15 12.52 C) Medium and Long Term liabilities Employee severance indemnity and other medium long term liabilities not financial (2.48) (2.91) (3.32)

D) Invested capital (A+B+C) 17.73 16.76 17.27

Covered by: E) Net financial debt (cash)

Short term loans 4.70 4.19 4.31 Cash and banks (1.47) (2.29) (2.74) Medium/long term loans 1.29 1.71 1.72 4.52 3.61 3.29 F) Equity

Share capital 6.16 6.16 6.16 Reserves and earnings 7.05 6.84 7.63 13.21 13.00 13.79 Minority 0 0.15 0.19 Total Equity F) 13.21 13.15 13.98

G) Total coverage (E+F) 17.73 16.76 17.27


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5.2. Poligrafica S. Faustino S.p.A. (Holding) – Financial and economic

highlights (Euro / million)

2010First Half

2009First Half

Variation

Sales and other operating income 15.93 14.85 1.08Operating costs (15.02) (14.24) (0.78)EBITDA 0.91 0.61 0.30Depreciation and amortization (0.49) (1.02) 0.53EBIT Net financial income (expense) 0.42 (0.41) 0.83Before tax result (0.01) (0.05) 0.04Tax 0.41 (0.46) 0.87Net result (0.10) (0.08) (0.02)Sales and other operating income 0.31 (0.54) 0.85

The holding global sales during the first half of the year 2010 increased of 7.3% in comparison with the data regarding the same period of the last year business;such signal the resumption of sales, still constrained by macroeconomic conditions in persistent crisis has affected most advanced and innovative types of production and industry labels. The export sales is equal to Euro 1.42 million, 9.2% of all sales and has a decrease both in percentage and absolute values in comparison with the previous accounting year (Euro 1.61 million equal to 11.1% in 2009 first half year). The increase of the sales has had positive effects on the EBITDA, which stands at 5.7% of sales (it was 4.1% of sales to June 30, 2009). Considering the progressive decrease in depreciation also EBIT improved significantly and is positive for Euro 0.42 million. Given the absolute irrelevance of the financing components and taxes, the net result is positive in the first half for Euro 0.31 million in direct contrast to the 2009 (negative for Euro 0.54 million).


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POLIGRAFICA S. FAUSTINO S.p.A. (Holding) Balance sheet structure:

(Euro / million)

30-june-10 31-dec-09 30-june-09

A) Net current assets

Trade receivables 11.99 10.46 10.67 Inventories 2.40 2.69 2.93 Other current assets 0.65 0.24 0.28 Trade payables (7.70) (6.58) (6.95) Other current liabilities (2.54) (2.35) (2.53)

4.80 4.46 4.40 B) Net fixed assets

Intangible assets 0.43 0.43 0.49 Tangible assets 6.06 6.39 6.74 Financial investments and other non current assets 6.36 6.15 6.15

12.85 12.97 13.38 C) Medium and Long Term liabilities Employee severance indemnity and other medium long term liabilities not financial (1.82) (2.24) (2.61)

D) Invested capital (A+B+C) 15.83 15.19 15.17

Covered by: E) Net financial debt (cash)

Short term loans 2.06 1.68 1.48 Cash and banks (1.14) (1.48) (1.92) Medium/long term loans 1.28 1.64 1.49 2.20 1.84 1.05 F) Equity

Share capital 6.16 6.16 6.16 Reserves and earnings 7.47 7.19 7.96

Total Equity F) 13.63 13.35 14.12

G) Total coverage (E+F) 15.83 15.19 15.17


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5.3. RESEARCH AND DEPELOPMENT ACTIVITIES

The research and development activities are essentially aimed at streamlining the processes. The careful analysis of market demand determines the orientation of research towards the solutions. The offer is evolving towards services, which traditional products are only a part of. Some business proposals from which we expect interesting findings are always studying or investigational.

5.4. PERSONNEL

The table below shows the breakdown of the personnel of the Group as at 30/06/2010 30/06/10 31/12/09 30/06/09 Managers 5 6 6Clerical employees 79 83 79Manual workers 118 141 143 Total 202 230 228

5.5. INVESTMENTS

During the first half of the year 2010 the Group has not made noteworthy investments (see specific chart of material and intangible asset variation), except for some intervention for the improvement of productive and informatics functionality already existing. The current strategy of the Group involves a gradual outsourcing of certain traditional production lines and, conversely, planning investments in the upgrading lines for innovative productions. In this regard, it is to be recalled that the sale of the business (see press release of April 27, 2010) for a part of the production of labels for Etichette Nika S.r.l. which involved the sale of some equipment, materials and know-how for a consideration of approximately Euro 250 thousand.

5.6. CONSOLIDATED NET FINANCIAL POSITION

NET FINANCIAL POSITION 30 june 10 31 dec 09 30 june 09 Euro (000) Euro (000) Euro (000)

CASH AND BANKS 1,467 2,289 2,740 SHORT TERM LOANS (4,694) (4,192) (4,312) SHORT TERM NET POSITION (A) (3,227) (1,903) (1,572) MEDIUM/LONG TERM LOANS (1,289) (1,712) (1,717)

CONSOLIDATED NET FINANCIAL POSITION (A+B) (4,516) (3,615) (3,289)

The variation of total net financial position is a direct result of working capital and in particular loans to customers and inventories are not exactly covered by an equal increase in short-term liabilities. We refer to an examination of the financial report for detailed records of the flows.


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5.7. OWN SHARES

During 2010 first half, as a consequence of a particular going of the Italian Stock Exchange, the Company has partially accomplished a plan for the acquirement of own shares. In particular, considering an expense of Euro 25,734 an amount of 2,492 shares have been acquired (medium value Euro 10.32). At the end of the half year there are n. 50,976 shares enlisted with a medium value of Euro 13.58. On a total of 1,194,107 (corresponding to the full capital stock), the own shares held by the holding correspond to 4.269%.

5.8. RELATED PARTIES

Except for the fees paid to members - directors, the Group made significant transactions with the related company Etichette Nika S.r.l. following the sale to it of part of the labels branch. In particular, beyond the above mentioned sale for a total value of approximately Euro 250 thousand, with the same counterpart during the first half year, the following transactions were carried out under normal market conditions:

Euro/000Purchase of products for resale

(633)

Active rentals 12Various chargebacks 12Materials resale 325 As at June 30, 2010 the followings positions are open (towards the Group):

Euro/000Etichette Nika S.r.l. (client) 372Etichette Nika S.r.l. (supplier) (562)

5.9. CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

With the “Report on Corporate Governance and Ownership Structure” approved by Board of Directors on March 8, 2010, available in Investor Relations / Corporate Governance / Report section of www.psf.it, the Company informed about its own governance corporate system and about the adhesion to the self-discipline code of listed companies as required by art. 3, par. 3, “Testo Unico della Finanza”. On March 19, 2008 the Board has adopted the Model for the Organization, Managing and Control as at the Legislative Decree n. 231/2001. Afterwards the Model has been modified and supplemented in date 29.08.2008, 20.02.2009 and 13.11.2009. On this last occasion, in particular, the special part was implemented with the inclusion of crimes and unlawful informatic processing. On April 30, 2010, the shareholders’ meeting appointed new Board of Directors that presently has 7 members: Frigoli Alberto, Chairman, Frigoli Emilio, Frigoli Giuseppe, Frigoli Francesco, Frigoli Giovanni, Carnevale Maffé Carlo Alberto and Piantoni Alberto, Directors. The shareholders’


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meeting also appointed new Board of Auditors : Bisesti Umberto (1973) Chairman, Bisesti Umberto (1968) e Curone Francesco, Members, Pelati Piergiorgio e Margariti Monica, Alternate. On the same day, the newly appointed Board of Directors, presented the powers of ordinary and extraordinary administration Frigoli Alberto Frigoli Frigoli Emilio and Joseph determined the compensation of CEOs and other advisers, has assessed the independence of the independent On the same day, the newly appointed Board of Directors, gave the powers of ordinary and extraordinary administration to Frigoli Alberto, Frigoli Frigoli Emilio and Giuseppe; it also determined the compensation of CEOs and other advisers: it has assessed the independence of the independent counseillors Alberto Piantoni e Carlo Alberto Carnevale Maffé and appointed the members of Internal Control Committee (Carnevale Maffé Carlo Alberto, Presidente, Piantoni Alberto e Frigoli Francesco, membri) and of Remuneration Committee (Carnevale Maffé Carlo Alberto, Piantoni Alberto and Frigoli Francesco). The Board appointed during the meeting on November 14, 2006 Mrs. Cristina Capitanio Manager executive responsible for the preparation of the Company’s accounting documents. This choice appeared to be the most appropriate as it was in possession of the indispensable professional skills requested by the D. Lgs. 58/1998 and by the Statute article n. 23, and having developed for several years the role of Administration Manager of Poligrafica S. Faustino. Till today, the requirements of honourably requested by the regulation in force for whom is attending to roles of control and a greater professional competence matured in accounting and financial matter, further increased in consequence of the development of the director in charge role. For further information about the Corporate Governance please see the cited relation of March 8, 2010.

5.10. ECONOMIC HIGHLIGHTS OF SUBSIDIARY COMPANIES

Here below there is the activity developed during the first half year in the 4 controlled companies: BB S.r.l. (100%), Mediattiva S.r.l. (100%), Litografia Spada S.r.l. (100%) and Linkonline S.r.l. (100%) and the trend of the respective IAS balance. In this regard, please note that in the first half was acquired a further 35% share in Mediattiva S.r.l., previously held by third parties, for a total cost of approximately Euro 35 thousand. BB S.r.l. sole proprietorship As a consequence of the use by Holding of the B2B Cantoalto Platform, BB receives an amount that allows to cover the managing costs. BB accomplishes also the Group’s marketing and promotion activities. For a total amount of recoveries of Euro 389 thousand (Euro 370 thousand on charge of Poligrafica), the operative costs are about Euro 360 thousand for the whole half year. There are 7 employees together with 1 director. The result before taxes is positive for Euro 32 thousand and the net result is positive for Euro 14 thousand. Mediattiva S.r.l. sole proprietorship Mediattiva is the web agency and internet provider of the Group dedicated to communication activities through telematic networks, elaboration of multimedia communication projects, the production and commercialisation of software. The sales for the first half year reached Euro 659 thousand (Euro 104 thousand are internal to the Group) with a decrease of 2% in comparison with 2009 first half year (Euro 677 thousand). The end result of IAS recorded a net loss of Euro 30 thousand. There are 7 employees at the end of semester. The company is still being reorganised in the operating and commercial sector wth the aim to achieve higher sales and tighter integration and synergies with other companies group.


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Litografia Spada S.r.l. sole proprietorship Litografia Spada is specialised in the production of luxury labels for wines, liquors and beverages. The sales of paper and glue labels produced by Litografia Spada are Euro 1.14 million during 2010 first half year and are decreasing in comparison with last year’s amount (1.93). The result before taxes at the end of the half year presents a negative amount equal to Euro 102 thousand. Employees were 24 at the end of the half year (they were 27 as at June 30, 2009) and the company is in a stage of productive and commercial reorganization for a re-balancing by a short time. Linkonline S.r.l. sole proprietorship The acquisition of 100% of Linkonline, company specialised in the trade of consumption products, has offered the group the chance to realize new synergies in the services sectors for the great distribution and the highly qualified institutional clients: banks, assurance companies, gdo. In the first half of 2010 sales of 5.85 million (6.08 million were in the first half of 2009) were achieved with operating income of breakeven. For more detailed economic data please see specific tables of the commercial sector.

5.11. SUBSEQUENT EVENTS

The commercial sector has registered an encouraging sign of increase during the month of July. The plan for investments that includes investments in the second half for about Euro 700 thousand in machinery instrumental in the innovative production has alos started. There were no further events after the end of the semester that had an impact on the data covered by this report.

5.12. ENTERPRISE RISKS MANAGEMENT AND PREDICTABLE MANAGING EVOLUTION

FINANCIAL RISK MANAGING The holding works in the graphic-promotional sector exclusively on demand and, considering the particular productive typology, must adjust the production and the provisioning politics to the specific requests of the clients. The strong competitors and the lack of standard pricelist-products determine the necessity to have price politics that are often influenced by the promotional budget at the clients’ disposal. Till the end of 2007 accounting year, Poligrafica S. Faustino Group has always had only one reference market (the promotional one), with a modest exception of the web agency activity of the controlled Mediattiva. With the precise goal to diversify the reference markets and, in order to limit the different risk typologies, in 2008 Poligrafica S. Faustino S.p.A. acquired Linkonline S.r.l., company that operates in the consumables sector that are destined to the retail sector. Through this operation the Group Poligrafica S. Faustino has been developing a strategy aimed at collecting all possible synergies in particular about the commercial integration of the loyal clients. Each company of the Group is commercially autonomous but responds to strategies that are planned by the Direction of the Group. Similarly, each company ha s a financial autonomy; although the treasury is not correctly canalised on the Group, the financial fluxes of each company are managed by a central function. The financial direction of the Group manages the relations among different banks and analyses the different risks and offers indications about the credit risks, and in particular each time there are


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contracts with new clients. The financial management ‘s activity is concerned with keeping the relations with many banks and carries on the analysis of different risks favouring indications on the credit risks, and in particular when there are contacts with new clients. The change risk, given the absolute irrelevance of the transactions (both passive and active) also beyond the Euro area, is equal to zero. The supplying market of raw materials isn’t affected by indirect consequences bound to the dollar. As far as the credit risk is concerned, above all in front of the huge costs of the transactions and of the clients is limited. It is to be considered that the medium unity amount of the transitions is modest and the analysis of the credit positions already expired or soon to be expired are linked to a fortnight expiry date. About the liquidity risk, the relationship between own and others’ money has always been positive particularly considering the Holding. This notwithstanding, the present financial structure, characterised by modest debts in relation to the capitalisation, together with the existence of significant real estate investments free from bonds and mortgages, determine objective solidity indicators that guarantee the possibility to enter into new credit lines, if necessary. Concerning the interest rate risk, it is generated by short and long term flexible rate financial debts that are not so high to make a coverage politics necessary. For 2010 second half year we do not foresee significant variations which could change the evaluation of the risks above mentioned. PREDICTABLE MANAGING EVOLUTION The return to profit, although modest, is just the most concrete effort underway to overcome the difficulties. Our industry is suffering so bad in the consequences of ongoing transformation. And our belief that the general crisis that has not only exacerbated or anticipated difficulties in the sector. In fact there is a transformation of supply and demand into complex services that require different skills from traditional. We believe that he had correctly interpreted this change. Our company is in fact "lighter" than a year ago and our business proposal appropriate to the times. The increase in sales of the parent company of the first half is particularly significant and we have no reason to doubt that the trend should continue. Similarly we rely on pick-up orders for the commercial sector, especially in light of positive developments of July.


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6. CONSOLIDATED FINANCIAL STATEMENTS

According to international accounting

(I.A.S. / I.F.R.S)


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6.1. TABLES OF CONSOLIDATED FINANCIAL STATEMENTS

Euro (thousand) STATEMENT OF FINANCIAL AND COMPLETION ACCOUNTS POSITION

30/06/10 31/12/09

ASSETS NON CURRENT ASSETS Property, plant and equipments 6,277 6,612Intangible assets 5,340 5,300Equity investments 10 8Other non current assets 228 57Deferred tax assets 188 188

Total non current assets 12,043 12,165 CURRENT ASSETS Inventories 4,805 4,648Trade receivables 15,970 14,715Tax receivables 176 204Other receivables 623 282Current financial assets 0 0Cash and banks 1,467 2,289Total current assets 23,041 22,138

TOTAL ASSETS 35,084 34,303 NET EQUITY AND LIABILITIES 30/06/10 31/12/09 NET EQUITY Share capital 6,162 6,162Other reserves 6,826 8,070Own shares (-) (692) (667)Retained earnings 917 (559)Total Group Equity 13,213 13,006Minority Interests 0 145

Total Net Equity 13,213 13,151 NON CURRENT LIABILITIES Loans 1,289 1,712Employee severance indemnity and retirement reserves

2,045 2,401

Deferred tax liabilities 440 298Other - 211

Total non current liabilities 3,774 4,622 CURRENT LIABILITIES Loans 4,694 4,192Trade payables 10,215 9,338Tax payables 612 527Other payables 2,576 2,473

Total current liabilities 18,097 16,530

TOTAL NET EQUITY AND LIABILITIES 35,084 34,303


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CONSOLIDATED TOTAL INCOME STATEMENTS

Euro (thousand)

2010 First Half

2009 First Half

OPERATING REVENUES Sales 22,413 22,542Other operating income and revenues 245 198Total operating revenues and income 22,658 22,740 OPERATING COSTS Materials (11,204) (10,248)Change in inventory 158 (188)Services (5,414) (5,795)Payroll costs (4,350) (4,428)- less costs for capitalized in-house work 57 -Other net operating (costs) revenues (1,019) (1,258)Total operating costs (21,772) (21,917) EBITDA 886 823 Depreciation and amortization (557) (1,105)Capital gains (losses) on disposal of non current assets -Write-down/write backs of non current assets - EBIT 329 (282) Financial income 14 12Financial expenses (79) (161) BEFORE TAX RESULT 264 (431)Income taxes (142) (181)NET RESULT FOR THE PERIOD 122 (612)Proceeds allocated to equity 0 0Costs attributable to equity 0 0Total profit (loss) 0 0Attributable to: Controlling shareholders 122 (611)Minority interest 0 (1)PROFIT PER SHARE n. Ordinary shares 1,194,107 1,194,107n. middle ordinary shares 1,194,107 1,194,107 Basis profit (loss) per share **in euro** 0.102 (0.513)Diluited profit (loss) per share **in euro** 0.102 (0.513)

Please note that there are no charges recognized directly in the equity without going through the income statement in the application of the different criteria set by IAS and therefore the overall results attributable to minority shareholders coincide with the above allocations. Basic earnings per share is equal to the ratio between the net income and the average number of ordinary shares. The result coincides with the share basis as the Holding has not issued bonds or other securities convertible into financial instruments representing the capital.


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CONSOLIDATED CASH FLOW STATEMENT

30/06/2010 31/12/2009

A) OPENING net short term cash (debt) (1,903) (2,404)

B) Operating cash flow Cash flow

Net result for the period (minority included) 122 (1,364)

Depreciation and amortization

- of intangible assets 107 218

- of tangible fix assets. 450 1,524

Total CASH FLOW 679 378

Net book value on disposal of fixed assets 9 37

Change in deferred tax assets and liabilities 142 (34)

Change in other non current liabilities (567) (36)

263 345

Changes in current assets and liabilities

(increase) Decrease of trade receivables (1,255) 1,480

(increase) Decrease of inventories (157) 489

(Decrease) Increase of trade payables 877 145

Other change in current assets and liabilities (287) (858)

Total Changes in current assets and liabilities (822) 1,256

Total operating cash flow (B) (559) 1,601

C) Cash flow for investments

Intangibles (148) (155)Tangible assets (125) (208)

Other investments (9) (10)

Goodwill from acquiring shares - (101)

Total cash flow used for investments (C) (282) (474)

D) Cash flow from financing activities

Change in medium/long term loans, net (423) (312)

Dividends and other change in equity 0 0

Other changes and purchase of own shares (60) (314)

Net Cash flow from financing activities (D) (483) (626)

E) TOTAL CASH FLOW FOR THE PERIOD (B + C + D) (1,324) 501

F) Net CLOSING short term financial position (debt) (3,227) (1,903)

30/06/2010 31/12/2009

Details

Cash and banks 1,467 2,289

Short term loans from bank (4,552) (3,877)

Short term loans from leasing companies (142) (315)

(3,227) (1,903)


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TABLE OF MOVEMENTS IN CONSOLIDATED EQUITY

EQUITY 31/12/2008 Result Other Result 31/12/2009

2009 movements allocation movements

Share capital 6,162 6,162

Share premium reserve 10,535 (3,274) (100) 7,161

Own shares’ reserve 567 100 667

Own shares (567) (100) (667)

Revaluation reserve 241 241

Legal reserve 175 175

Other reserves 361 224 585

- Result for period (3,050) 3,050 (1,318) (1,318)

Total GROUP Equity 14,424 0 (100) (1,318) 13,006

Minority reserves 444 (253) 191

- Minority result (39) 39 (46) (46)

Total Minority Equity 405 (214) (46) 145

TOTAL 14,829 (214) (100) (1,364) 13,151

EQUITY 31/12/2009 Result Other Result 30/06/2010

2010 First half movements allocation movements

Share capital 6,162 6,162

Share premium reserve 7,161 (1,243) (25) 5,893

Own shares’ reserve 667 25 692

Own shares (667) (25) (692)

Revaluation reserve 241 241

Legal reserve 175 175

Other reserves 585 (75) 110 620

- Result for period (1,318) 1,318 122 122

Total GROUP Equity 13,006 0 85 122 13,213

Minority reserves 191 (46) (145) 0

- Minority result (46) 46 0 0

Total Minority Equity 145 0 (145) 0 0

TOTAL 13,151 0 (60) 122 13,213


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CONSOLIDATED NET FINANCIAL POSITION NET FINANCIAL POSITION 30 June 10 31 Dec 09 Euro (000) Euro (000)

CASH AND BANKS 1,467 2,289 DEBTS TOWARDS BANKS (SHORT TERM) (4,552) (3,877) DEBTS TOWARDS LEASING COMPANIES (SHORT TERM) (142) (315) TOTAL SHORT TERM POSITION (A) (3,227) (1,903) DEBTS TOWARDS BANKS (medium/long TERM) (1,209) (1,579) DEBTS TOWARDS LEASING COMPANIES (M/L TERM) (80) (133) TOTAL M/L POSITION (B) (1,289) (1,712)

NET FINANCIAL POSITION (A+B) (4,516) (3,615)

The medium and long term debts towards other financiers are made exclusively by funds derived from financial locations on plants and machinery whose payback is now previewed in a maximum period of 2 accounting years. In particular, the financial position specifically referable to Linkonline (commercial area) can be summoned as follows: LINKONLINE 30 June 10 31 Dec 09 NET FINANCIAL POSITION Euro (000) Euro (000)

CASH AND BANKS 259 445 DEBTS TOWARDS BANKS (SHORT TERM) (2,057) (1,942) DEBTS TOWARDS LEASING COMPANIES (SHORT TERM) - (2)

TOTAL SHORT TERM POSITION (A) (1,798) (1,499) DEBTS TOWARDS BANKS (medium/long TERM) - - DEBTS TOWARDS LEASING COMPANIES (M/L TERM) - -

TOTAL M/L POSITION (B)) 0 0

NET FINANCIAL POSITION (A+B) (1,798) (1,499)

For further dynamics of financial character, please see the consolidated financial statements.


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6.2. NOTES

The 2010 first half consolidated accounting period report has been made following the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) already applied for 2009 financial statements and according to CONSOB rules n. 11971 of 14/05/1999 and following. This was issued in thousands of Euro and was compared with consolidated data of the previous accounting period that were collected with an homogeneity of principles. It is formed by the balance sheet, the income statement, the cash flow statement, the table of net equity movements and the comment notes. As regards the half yearly report, the indications applied followed the IAS 34 principles about. Please note that in the six months covered by this report, the group hasn’t carried out transactions for unusual nature and size and that no changes have been made in the evaluations made in intermediate periods during the current year or in the evaluations made in previous accounting years. The outline relative to the balance sheet and consolidated financial situation does not include specifications relative to assets held for sale and assets and liabilities included in disposal groups held for sale as there is no such case. With regard to the consolidated income statement, it has been decided to present a unique perspective (total income). However, nothing is indicated relating to income and charges concerning equity because there are no such circumstances. The half-yearly consolidated financial statements presents the comparative data required by IAS 34 par. 20. The Group also did not have retroactive application of accounting principles, retrospective elements of the budget or reclassifications of one or more elements for which it was not necessary to generate additional comparative information required by IAS 1 revised 2007. Segment information A segment is a distinctly identifiable part of a Group which supplies a combination of related products and services (business segment) or supplies products and service in a specific economic area (geographical segment). The PSF Group substantially operates in just one business segment (personalized graphic products), except for the web agency activity performed by Mediattiva which, however, is not relevant (less than 5%) compared with total Group activity and the kind of business e-procurement conducted by Linkonline Ltd in the field of consumer products for computer and office. Similarly the market business area involves Euro area with local market absolute priority. Financial and income Statement tables In the outline relative to the balance sheet and consolidated financial situation there is the essential content based on International accounting principles and has the distinction between current and non-current assets and liabilities, according to their attitude to get realized within 12 months since the reference date. The income statement is developed according to a cost-based structure. The cash flow statement is developed applying the indirect method.


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This first half report is audited (limited review) by the independent Auditors ANALISI S.p.A. – Reggio Emilia. All data are presented in thousand Euro.

6.2.1. CONSOLIDATION CRITERIA AREA

Premise The consolidation area includes the following companies: Poligrafica S. Faustino S.p.A., holding company, operates mostly in 3 business areas:

• printed forms (promotional items, business papers and others) • self-adhesive labels and flexible packaging • documental managing

BB S.r.l. sole proprietorship (100%), already owner of the patented Casarossi.it, is the owner of B2B (“Cantoalto”) Platform now granted to Poligrafica. The company in involved in Marketing activities for the Group. Mediattiva S.r.l. sole proprietorship is a Group’s company (now participated for 100% as a consequence of the acquisition happened in the course of the half year) involved in communication activities through telematic webs, in the elaboration of multimedia communication projects, in the production and commercialisation of software. Moreover, Mediattiva manages the files and bank dates, the promotional actions also through internet and intranet, the development of services aimed to the use of digital and computer systems. Litografia Spada S.r.l. sole proprietorship: it deals with the production of luxurious glue and paper labels with operative headquarter is in Venaria (TO). Poligrafica S. Faustino S.p.A. holds the 100% of the company. Linkonline S.r.l. sole proprietorship: it is a commercial company that is active in the distribution of consumption computer products: Poligrafica S. Faustino S.p.A. acquired the 100% in February 2008. Group Companies Holding Registered

office Capital stock

Poligrafica S. Faustino S.p.A. Castrezzato Euro 6,161,592.12

Consolidated subsidiaries with integral method

Registered office

Capital stock Control

BB S.r.l. sole proprietorship Castrezzato Euro 10,000 100% DirectMediattiva S.r.l. sole proprietorship Castrezzato Euro 78,000 100% DirectLitografia Spada S.r.l. sole proprietorship

Castrezzato Euro 100,000 100% Direct

Linkonline S.r.l. sole proprietorship Castrezzato Euro 200,000 100% Direct There are no other companies excluded from the consolidation.


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Reconciliation Table Reconciliation table from Holding result and equity to Consolidated result and equity. (Euro/000) Result of period Net Equity

Holding 312 13,633Subsidiaries’ result (IAS) (190) (190)Other adjustments of consolidation - (230)Total Consolidated Result and Equity 122 13,213Minority interest 0 0Results and net equity of the Group 122 13,213

6.2.2. NOTES TO CONSOLIDATED BALANCE SHEET

(All data reported are expressed in THOUSANDS OF EURO, unless otherwise indicated) NON CURRENT ASSETS

- Tangible assets Value at 30/06/10 6,277Value at 31/12/09 6,612

Variation (335) Lands Historical cost 1,047Revaluation 0Devaluation 0Value at 31/12/09 1,047Increase -Disposals -Value at 30/06/10 1,047 Buildings Cost (413/91 revaluation included for Euro 249 thousand) 5,672Accumulated depreciation (2,061)Value at 31/12/09 3,611Increase -Disposals -Depreciation of the year (85)Value at 30/06/10 3,526 Plants and machinery Historical cost 19,857Accumulated depreciation (18,367)Value at 31/12/09 1,490Increase 55Disposals (90)


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Depreciation write-off from disposals 90Depreciation of the year (263)Value at 30/06/10 1,282 Other fixtures, fittings, tools and equipment Historical cost 1,273Revaluation Accumulated depreciation (1,026)Devaluation Value at 31/12/09 247Increase 25Disposals (84)Depreciation write-off from disposals 81Depreciation of the year (56)Value at 30/06/10 213 Other tangible assets Historical cost 2,477Revaluation Accumulated depreciation (2,295)Devaluation Value at 31/12/09 182Increase 45Disposals (132)Depreciation write-off from disposals 124Depreciation of the year (40)Value at 30/06/10 179 Improvements on third parties’ buildings Cost 430Accumulated depreciation (395)Value at 31/12/09 35Acquisitions -Disposals -Depreciation of the year (5)Value at 30/06/10 30

- Intangible asset

Value at 30/06/10 5,340Value at 31/12/09 5,300

Variation 40

Description Value at Increase Amort. Other Value at 31/12/09 variation 30/06/10 Goodwill 4,803 - - - 4,803Development costs 387 42 (64) 365Software 110 105 (43) 172 5,300 147 (107) 5,340


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Company Stake Goodwill Linkonline S.r.l. 100% 3,461Litografia Spada S.r.l.

100% 947

Mediattiva S.r.l. 100% 395 Total 4,803 The original setting off values are Euro 940 thousand (now reduced at Euro 846 thousand) for the acquisition of Litografia Spada S.r.l. accomplished in 2003 and Euro 395 thousand derive from the starting out coming from the acquisition of one branch of BOL (Brescia On Line) Business accomplished in October 2004; Euro 3,461 thousand for the acquisition of Linkonline S.r.l. which took place in 2008 and a further component of goodwill of Litografia Spada S.r.l. (Euro 101 thousand) generated by the acquisition of the further 49% finalized in the month of march 2009. As seen in IFRS 3, the set off is no longer systematically amortized, but is subject to impairment tests. This test is carried out during the business final balance. The development costs comprehend the costs for the build implementation of computer platforms used also in the producing managing of the graphic supports. The increases of the period refer to improvements and perfections with a special attention for the documental managing platform.

- Investments and other non current receivables 30/06/10 31/12/09Equity investments in other companies 10 8Other receivables 228 57Deferred tax assets 188 188 426 253 The data concerning the anticipated taxes include the IRES determined on the fiscal losses obtained by the Holding and Litografia Spada so as resulting from the definitive liquidation of the taxes until December 31, 2009 and it is kept as the latent fiscal benefit is justified by reasonable predictions of taxable income, within the reported period. The temporary fiscal effects concerning the first half year have been issue of evaluation and imputation to the taxes fund, postponed of the liabilities. Among other claims, beyond the active deposits for a total of Euro 66 thousand, the component over the short term in response to the aforementioned sale of business unit to Etichette Nika S.r.l. is also included.

- CURRENT ASSETS Description 30/06/10 31/12/09 VariationInventories 4,805 4,648 157Trade receivables 15,970 14,715 1,255Tax receivables 176 204 (28)Other receivables 623 282 341Cash and banks 1,467 2,289 (822)Total current assets 23,041 22,138 903

The dynamic of the current posts is partially conditioned by seasonal nature effects. The financial dynamics are defined in financial report to which we refer.


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The commercial credit is so built up: Description 30/06/10 31/12/09Trade receivables: Italy 15,756 14,391CEE Area 430 588Extra-CEE Area 15 14(less) Allowance for doubtful credits

(231) (278)

Total 15,970 14,715

- EQUITY

30/06/10 31/12/09 VariationShare capital 6,162 6,162 0Reserves and earnings 7,051 6,844 207Minority interests - 145 (145) 13,213 13,151 62 During the first half of 2010 the total net assets are increased as a result of the period’s result (net income of Euro 122 thousand), net of the additional acquisition of shares and the change in the consolidation area following the acquisition of a additional share of Mediattiva Srl (now 100%). In particular, during 2010 half year the holding has made further acquisitions of own shares for a value of Euro 25 thousand for 2,492 shares. All ordinary shares are equal to 1,194,107 with a nominal value of 5.16 Euro. At the end of the half year, the holding keeps a total of 50,976 own shares (4.269%) with a value equal to Euro 692,341. For further details please see the survey on the variations of equity.

- NON CURRENT LIABILITIES Description 30/06/10 31/12/09 Variation Loans (medium/long term debt) 1,289 1,712 (423)Employee severance indemnity 2,045 2,401 (356)Deferred tax liabilities 440 298 142Other non current liabilities 0 211 (211)Total non current liabilities 3,774 4,622 (848)

The total funds on charge of the Group are:

- Euro 3,460 thousand for bank loans, Euro 1,209 of which is the medium-long term part (Euro 2,251 thousand in short term);

- Euro 222 thousand from debts on financial location contacts, whose medium-long term component is Euro 80 thousand (Euro 142 thousand in short term).

During the first half of the year four new loan has been raised for a total amount of Euro 930 thousand:

1. Euro 330 thousand provide 52 thousand euro monthly repayment installments; 2. Euro 200 thousand with repayment installments scheduled for 28/02/2011 and 31/05/2011; 3. Euro 300 thousand, back in from the fourth term, expiring on 31/07/2011; 4. Euro 100 thousand, as return of the outstanding debt provided in 14 installments, outdating

17/08/2011 Conversely, in the first half, there were no new finance leases.


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The liabilities for postponed taxes are made up by postponed fiscal effects on the fiscal cleaning operated in 2004 and to which the fiscal effects deriving from the application of different accounting principles made for the IAS/IFRS and evaluation of taxes for 2010 first half year. The variation happened in comparison with the December 31, 2009 is determined by the net effect deriving from the period evaluation net taxes on the different Group’s companies.

- CURRENT LIABILITIES Description 30/06/10 31/12/09 Variation Loans (short term debt) 4,694 4,192 502Trade payables 10,215 9,338 877Tax payables 612 527 85Other payables 2,576 2,473 103 Total current liabilities 18,097 16,530 1,567

In addition to the current amount of the loan equal to Euro 2,251 thousand, the short-term loans include various credit worthiness use equal to Euro 2,301 thousand and short-term finance leases amounts for Euro 142 thousand. The dynamic of the short-term finance leases amounts is consistent with what described above and with what is showed by the financial report. Details of trade payables are following: Description 30/06/10 31/12/09Trade payables:

Italy 9,619 8,845CEE Area 223 138

Extra-CEE Area 5 1Advance from clients 368 354

Total 10,215 9,338The increase in trade debts is partly related to the increase of the inventories and the partial outsourcing of some traditional products. The Group has no derivatives. NOTES TO CONSOLIDATED INCOME STATEMENT Description 30/06/10 % 30/06/09 % Operating revenues 22,658 100.00 22,740 100.00

Materials and change in inventory (11,046) (48.75) (10,436) (45.90)

Services (5,414) (23.89) (5,795) (25.49)

Personnel costs (4,350) (19.20) (4,428) (19.48)

Other operating costs (net) (962) (4.24) (1,258) (5.54)

EBITDA 886 3.92 823 3.62

Depreciation and amortization (557) (2.46) (1,105) (4.86)

EBIT 329 1.46 (282) (1.24)

Net financial income (expense) (65) (0.29) (149) (0.66)

BEFORE TAX RESULT 264 1.17 (431) (1.90)

Income tax (142) (0.63) (181) (0.80)

NET RESULT 122 0.54 (612) (2.70)


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The sales of the Group has recorded an overall result well in line with the same period of last year. The slight recovery on the gross margin was then created by a more intense and widespread policy of cost containment. The EBIT and net income have been significantly influenced by the reduction in depreciation resulting from the natural conclusion of the process of depreciation on investments of previous years and financial charges. COMPARISON BETWEEN THE CONSOLIDATED RESULTS OF FIRST HALF Production area (Euro / thousand) 2010

1st Half% 2009

1st Half %

Sales 16,573 100.00 16,464 100.00 Other operating income and revenues 238 1.44 185 1.13

Total operating income and revenues 16,811 101.44 16,649 101.13

Materials (6,810) (41.09) (5,544) (33.68) Change in inventories 274 1.65 (117) (0.72) Services (4,781) (28.85) (5,080) (30.86) Personnel costs (3,947) (23.82) (4,104) (24.93) - costs for capitalized in-house work 57 0.35 0 0 Other operating (costs) revenues/net (730) (4.40) (1,027) (6.24)

Total operating costs (15,937) (96.16) (15,872) (96.43)

EBITDA 874 5.28 777 4.70

Depreciation and amortization (526) (3.17) (1,082) (6.58) Other write-off of fixed assets

EBIT 348 2.11 (305) (1.88)

Net financial income (expense)i (27) (0.16) (86) (0.53)

BEFORE TAX RESULT 321 1.95 (391) (2.35)

Income taxes (127) (0.77) (170) (1.04)

NET RESULT 194 1.18 (561) (3.41)

Minority interest 0 (1)

GROUP Interest 194 (560)

The manufacturing sector, due to the original structure of the Group before the acquisition of the commercial Linkonline S.r.l., registers an absolute keeping of the sales. The development strategy is oriented to a partial outsourcing of traditional production lines and, conversely, to development of innovative products and services made possible by planned investments and by the expansion of the sales force. The export sales is equal to Euro 1.42 million and has decreased of 12% in comparison with the same period of the previous accounting year (Euro 1.61 million). EBITDA is then maintained at about 5% while EBIT improved significantly compared to the reduction in depreciation. Further benefits should come from the advanced commercial and productive reorganizations (among which the outsourcing of some productions) with savings in the direct and producing costs. The impact of net financial costs is getting smaller and smaller.


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Commercial Area LINKONLINE INCOME STATEMENT (Euro/thousand) 2010

1st Half% 2009

1st Half %

Sales 5,840 100.00 6,078 100.00Other operating income and revenues 7 0.12 13 0.22

Total operating income and revenues 5,847 100.12 6,091 100.22

Materials (4,942) (84.62) (4,704) (77.40)Change in inventories 432 7.40 (71) (1.17)Services (633) (10.84) (715) (11.77)Personnel costs (403) (6.90) (324) (5.34)- costs for capitalized in-house work - - - -Other operating (costs) revenues/net (289) (4.95) (231) (3.81)

Total operating costs (5,835) (99.91) (6,045) (99.49)

EBITDA 12 0.21 46 0.73

Depreciation and amortization (31) (0.53) (23) (0.37)Other write-off of fixed assets -

EBIT (19) (0.32) 23 0.36

Net financial income (expense)i (38) (0.65) (63) (1.04)

BEFORE TAX RESULT (57) (0.97) (40) (0.68)

Income taxes (15) (0.26) (11) NET RESULT (72) (1.23) (51)

Linkonline S.r.l. works in the marketing of consumer products for the office. The contraction in sales (almost entirely related to the domestic market, n particular supermarkets) equal to 3.9% did not allow the resumption of marginality that still suffers from strong competition in a market in distress. The current development strategy envisages a strengthening of the internal sales force, partly recorded in the first half.


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7. Certification pursuant the article 154 bis of Italian Legislative Decree No. 58/1998

Certification of the half year report pursuant to article 154 bis, paragraph 5, of Italian Legislative Decree no. 58/1998 and article 81 ter of Consob Regulation no. 11971 of May 14, 1999, as amended.

1. We, Alberto Frigoli, Emilio Frigoli and Giuseppe Frigoli, declare herewith as managing directors, together with Cristina Capitanio, account manager responsible for the accounting documents of Poligrafica S. Faustino S.p.A., confirm (considering all stated of art. 154 bis, paragraph 3 and 4, of Italian Legislative Decree no. 58 of February 24, 1998) as follows:

the adequacy concerning the company characteristics and

the factual application,

of the administrative and accounting procedures for the forming of the half year report during the first half 2010.

2. This concerning, no aspects of particular managing or strategic or existence of anomalies and problems also seen in the effecting procedure application emerged.

3. Herewith it is also confirmed that

3.1 the first half report as at June 30, 2010: a) it is made up in conformity with the international accounting principles acknowledged by the

European Community according to the Regulation (CE) n. 1606/2002 of the European Parliament and Council, of July 19, 2002.

b) corresponds to the results of the accounting reports and books; c) is made according to the International Financial Reporting Standards of the International

Accounting Standards Board. It is furthermore apt to give a faithful representation of the patrimonial situation of the issuer and of the whole of the companies included in the consolidating.

The first half year report includes a fair review of references to important events that occurred during the first six months of the year and their impact on the condensed half-yearly budget, and describe the principal risks and uncertainties for the remaining six months exercise. The report includes also a fair review of information about significant transactions with related parties.

Castrezzato, August 27, 2010

Managing Directors The account manager responsible for the accounting documents

Mr. Alberto Frigoli Mrs. Cristina Capitanio

................... ………………………..

Mr. Emilio Frigoli

...................

Mr. Giuseppe Frigoli

...................

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