Interim Board of Directors' Reportat 31 March 2013...Q1 2013 was characterized by a decline in sales...

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Interim Board of Directors' Reportat 31 March 2013 Interpump Group S.p.A. and subsidiaries

Transcript of Interim Board of Directors' Reportat 31 March 2013...Q1 2013 was characterized by a decline in sales...

Page 1: Interim Board of Directors' Reportat 31 March 2013...Q1 2013 was characterized by a decline in sales of 4.5% compared to Q1 2012 (-3.9% net of exchange differences). A breakdown by

Interim Board of Directors' Reportat 31 March

2013

Interpump Group S.p.A. and subsidiaries

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Contents

Page

Composition of corporate bodies 5

Interpump Group Organization Chart at 31 March 2013 7

Interim Board of Directors' Report:

- Directors' remarks on performance in Q1 2013 11

- Financial statements and notes 21

This folder can be consulted at: www.interpumpgroup.it

Interpump Group S.p.A. Registered head office in Sant' Ilario d'Enza (Reggio Emilia), Via Enrico Fermi, 25 Paid-up Share Capital: € 56,617,232.88 Reggio Emilia Business Register - Tax Code 11666900151

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Board of Directors

Fulvio Montipò Chairman and Chief Executive Officer

Paolo Marinsek

Deputy Chairman and Chief Executive Officer

Salvatore Bragantini (c) Independent Director

Franco Cattaneo (a), (b), (c)

Independent Director

Sergio Erede Non-executive Director

Giuseppe Ferrero

Non-executive Director

Giancarlo Mocchi (a) Non-executive Director

Marco Reboa (a), (b), (c)

Independent Director

Giovanni Tamburi (b) Non-executive Director

Board of Statutory Auditors

Enrico Cervellera

Chairman

Achille Delmonte Statutory Auditor

Paolo Scarioni

Statutory Auditor

Independent Auditors

PricewaterhouseCoopers S.p.A.

(a) Member of the Audit Committee (b) Member of the Remuneration Committee (c) Member of the Related Party Transactions Committee

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Interim board of directors' report

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Directors' remarks on performance in Q1 2013

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Consolidated income statements for the first quarter

(€/000) 2013 2012

Net sales 132,264 138,451Cost of sales (82,380) (85,228)Gross industrial margin 49,884 53,223% on net sales 37.7% 38.4%

Other operating revenues 1,862 2,045Distribution costs (14,072) (13,257)General and administrative expenses (16,943) (16,959)Other operating costs (349) (78)EBIT 20,382 24,974% on net sales 15.4% 18.0%

Financial income 2,069 1,143Financial charges (2,464) (3,591)Adjustment of value of investments carried at equity (29) 77Profit for the period before taxes 19,958 22,603

Income taxes (7,174) (8,856)Consolidated profit of continuing operations for the period 12,784 13,747% on net sales 9.7% 9.9%

Result of assets held for sale and discontinued operations - (3)

Consolidated net profit for the period 12,784 13,744

Due to: Parent company shareholders 12,433 13,429Subsidiaries' minority shareholders 351 315

Consolidated profit for the period 12,784 13,744

EBITDA 25,411 29,828% on net sales 19.2% 21.5%

Shareholders' equity 414,581 325,677Net financial indebtedness 74,109 138,347Payables for the acquisition of investments 28,707 28,515Capital employed 517,397 492,539

Unannualized ROCE 3.9% 5.1%Unannualized ROE 3.1% 4.2%Basic earnings per share 0.123 0.145

EBITDA* = EBIT + Depreciation/Amortization + Provisions ROCE = EBIT/ Capital employed ROE = Consolidated profit for the period / Consolidated shareholders' equity * = Since EBITDA is not identified as accounting measure in the context of the Italian accounting principles nor in the context of the international accounting standards (IAS/IFRS), the quantitative determination of EBITDA may not be unequivocal. EBITDA is a measure utilized by the company to monitor and assess operating performance. EBITDA is considered by the management as a significant parameter for company performance assessment since it is not influenced by the effects of different criteria for determination of taxable income, amount and characteristics of employed capital and related amortization policies. The criterion for the determination of EBITDA applied by the company may differ from that used by other companies/groups and hence the value of this parameter may not be directly comparable with the EBITDA values disclosed by said other companies/groups.

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EVENTS OCCURRING IN THE QUARTER

Q1 2013 was characterized by a decline in sales of 4.5% compared to Q1 2012 (-3.9% net of exchange differences). A breakdown by business sector shows the Hydraulic Sector falling by 6.8% (-6.2% net of exchange differences) and a decline of 2.1% for the Water Jetting Sector. (-1.5% net of exchange differences). The breakdown by geographical area shows an essentially stable trend in North America, in Europe (although without considering Italy) and in the Rest of the World. In contrast, Italy suffered a 9.3% drop in sales due to the enduring economic crisis in the country, while the Pacific Area, after a particularly positive result for 2012 (in Q1 2012 the Pacific Area soared by 41.9% compared to Q1 2011) was affected by the negative market performance in Australia and China resulting in a downturn of 25.8%. Forecasts point to recovery on both the Australian and Chinese markets starting in the next quarter. Also profitability fell due to the lower level of sales: EBITDA was recorded at €25.4 million or 19.2% of sales. In Q1 2012 EBITDA was €29.8 million (21.5% of sales). Net profit for the period totalling €12.8 million, was 7.0% lower than the figure of €13.7 million recorded for Q1 2012.

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NET SALES

Net sales for Q1 2013 totalled €132.3 million, down by 4.5% with respect to the same period in 2012, when net sales were €138.5 million (-3.9% net of exchange differences). The breakdown of sales by business sector and geographical area is as follows:

Q1 2013

(€/000) ItalyRest of Europe

North America Pacific Area

Rest of the World Total

Hydraulic Sector 13,039 17,118 18,961 2,395 13,460 64,973Water Jetting Sector 4,967 20,196 29,428 9,289 3,411 67,291Total 18,006 37,314 48,389 11,684 16,871 132,264

Q1 2012

Hydraulic Sector 14,727 17,345 20,487 3,464 13,705 69,728Water Jetting Sector 5,131 20,216 27,766 12,276 3,334 68,723Total 19,858 37,561 48,253 15,740 17,039 138,451

2013/2012 percentage change

Hydraulic Sector -11.5% -1.3% -7.4% -30.9% -1.8% -6.8%Water Jetting Sector -3.2% -0.1% +6,0% -24.3% 2.3% -2.1%Total -9.3% -0.7% +0.3% -25.8% -1.0% -4.5% PROFITABILITY

The cost of sales accounted for 62.3% of turnover (61.6% in Q1 2012). Production costs, which totalled €31.3 million (€30.8 million in the equivalent period of 2012), accounted for 23.7% of sales (22.2% in Q1 2012). The purchase cost of raw materials and components sourced on the market, including changes in inventories, was €51.1 million (€54.5 million in the equivalent period in 2012). The incidence of purchase costs, including changes in inventories, was 38.6% with respect to the 39.3% in Q1 2012, thus improving by 0.7 percentage points. Distribution costs were up by 6.1% with respect to the Q1 2012, with an incidence on sales that was one percentage point higher. General and administrative expenses were in line with Q1 2012 in absolute values, although their incidence on sales rose by 0.6 percentage points. Total payroll costs were recorded at €31.8 million (€30.9 million in Q1 2012). Payroll costs rose by 3.0% due to a 2.3% increase in per capita cost and an increase of 18 in the average headcount. The total average headcount of Group employees in Q1 2013 was 2,700 compared to the figure of 2,682 in Q1 2012. The increase in the average headcount in Q1 2013 reflects the full consolidation of GITOP (average of 10 staff) in 2013. The increase in the average headcount on breaks down as follows: –6 in Europe, +32 in the US and –8 in the Rest of the World (Brazil, China, India, Chile and Australia). EBIT stood at €20.4 million or 15.4% of sales compared to the €25.0 million of Q1 2012 (18.0% of sales).

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EBITDA totalled €25.4 million (19.2% of sales) compared to the €29.8 million of Q1 2012, which accounted for 21.5% of sales. The following table shows a breakdown of EBITDA by business sector: Q1 2013

€/000% on total

sales*

Q1 2012€/000

% on total

sales* Growth/

Contraction

Hydraulic Sector 9,484 14.6% 11.767 16.9% -19.4%Water Jetting Sector 15,901 23.6% 18,001 26.1% -11.7%Other Revenues Sector 26 n.s. 60 n.s. n.s.Total 25,411 19.2% 29,828 21.5% -14,8%

* = Total sales also include sales to other group companies, while the sales analysed previously are exclusively those external to the Group (see 2 in the notes). Therefore, for the purposes of comparability the percentage is calculated on total sales rather than the sales shown earlier.

The tax rate for the period was 35.9% (39.2% in Q1 2012). The reduction is primarily due to the greater influence in 2012 of intercompany dividends, which are taxed in the countries of origin. Net profit totalled €12.8 million (€13.7 million in Q1 2012) reflecting a downturn of 7.0%. Basic earnings per share were €0.123 (€0.145 in Q1 2012), down by 15.2%. Capital employed increased from €499.4 million at 31 December 2012 to €517.4 million at 31 March 2013. The increase is primarily due to the increase in working capital as usually occurs at the beginning of the year. Unannualized ROCE was 3.9% (5.1% in Q1 2012). Unannualized ROE was 3.1% (4.2% in Q1 2012), this figure being influenced also by the share capital increases that occurred in the 2012 second half.

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CASH FLOW

The change in net debt can be broken down as follows: Q1 2013

€/000 Q1 2012

€/000

Opening net financial position (74,549) (126,963)

Adjustment: opening net cash position of companies not consolidated using the full consolidation method in the prior period

231 -

Adjusted opening net financial position (74,318) (126,963)

Cash flow from operations 20,670 24,805

Liquidity generated (absorbed) by the management of commercial working capital (14,804) (12,036)

Liquidity generated (absorbed) by other current assets and liabilities (734) (1,012)

Capital expenditure in tangible fixed assets (5,568) (4,904)

Proceeds from sales of tangible fixed assets 120 92

Increase in other intangible fixed assets (568) (700)

Received financial income 702 531

Other (477) (114)

Free cash flow of continuing operations (659) 6,662

Acquisition of investments, including received debt and net of treasury stock assigned

(287) (19,377)

Dividends paid to subsidiaries' shareholders - (342)

Outlays for purchase of treasury stock (402) (781)

Proceeds from sale of treasury stock to beneficiaries of stock options - 1,187

Proceeds from sale of financial assets 990 1,614

Loans granted to (repayments from) non-consolidated subsidiaries (117) 16

Net liquidity generated (used) by continuing operations (475) (11,021)

Net liquidity generated (used) by discontinued operations - 43

Exchange rate differences 684 (360)

Adjustment: closing net cash position of Assets held for sale and discontinued operations

- (46)

Net financial position at end of period (74,109) (138,347)

Net liquidity generated by operations totalled €20.7 million (€24.8 million in Q1 2012). Free cash flow was negative in the amount of €0.7 million (+€6.7 million in Q1 2012). We draw your attention to the fact that as from December 2012 the Group decided not to perform any further pro-soluto sales of receivables. However, at 31 March 2012 receivables totalling €5.5 million were sold so by adjusting the change in working capital in Q1 2012 by this amount free cash flow for Q1 2012 would have been €1.2 million. We point out that a higher level of working capital is a natural phenomenon in the first part of the year. In Q1 2013 a total cash amount of €14.8 million was absorbed by working capital (€12.0 million in Q1 2012) as a consequence of the sales trend in the first quarter, which is historically higher than in the final quarter of the prior year. Also in this case the change in working capital of Q1 2012 was influenced by the pro-soluto sale of receivables which occurred in March 2012 as commented previously. Net of this phenomenon the change in working capital of Q1 2012 would have been €17.5 million.

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The net cash position breaks down as follows:

31/03/2013 31/12/2012 31/03/2012 01/01/2012

€/000 €/000 €/000 €/000

Cash and cash equivalents 99,051 115,069 75,326 109,068

Payables to banks (11,635) (10,614) (8,430) (8,762)

Interest-bearing financial payables (current portion) (79,138) (87,303) (98,321) (113,700)Interest-bearing financial payables (non-current portion) (82,387 (91,701) (106,922) (113,569)

Total (74,109) (74,549) (138,347) (126,963)

The Group also has contractual commitments for the purchase of residual interests in subsidiaries totalling €28.7 million (€28.5 million at 31/03/2012). In target company acquisition processes it is Group strategy to purchase majority packages, signing purchase commitments for the residual stakes, the price of which is set in accordance with the results that the company is able to achieve in the subsequent years, thus guaranteeing on the one hand the continuation in the company of the historic management and on the other hand maximizing the goal of increasing profitability.

31/03/2013€/000

31/12/2012 €/000

31/03/2012€/000

Debt for acquisition of residual stakes AVI 772 766 1,014

Payables for the acquisition of 20% of American Mobile 2,505 2,410 2,262

Commitments to exercise the options to sell on HS Penta Africa shares 302 - -

Commitments to exercise the options to sell on Galtech and MTC shares 14,764 10,239 9,570

Commitments to exercise the options to sell on Interpump Hydraulics International S.p.A. 10,364

14,588 15,669

Total 28,707 28,003 28,515

On 2 November 2011 the Group acquired the remaining 49% of the subsidiary AVI S.r.l. for €1,350 thousand, of which €270 thousand paid at the same time as the acquisition of the holdings with the remainder to be settled in four annual instalments of €270 thousand each. The contract for the acquisition of an 80% stake in American Mobile envisages the purchase of the remaining 20% in April of 2016 on the basis of the results achieved by the company in the two preceding years. We therefore proceeded to estimate the expected debt on the basis of a business plan. The commitments for the purchase of HS Penta Africa shares refer to the measurement of the put/call options that oblige/entitle HS Penta S.p.A., on the basis of a price that will be a function of the results achieved in the two years prior to the sale, to purchase the residual minority stakes. We therefore proceeded to evaluate this commitment on the basis of a business plan. Commitments for the purchase of shares of Interpump Hydraulics International S.p.A. refer to the valuation of the put options recognized for minority shareholders of the company, which allow them to sell their holdings to Interpump Hydraulics S.p.A. on the basis of a price that will depend on the results achieved in the two years prior to the sale. We therefore proceeded to measure this commitment on the basis of a business plan Commitments for the purchase of shares of Galtech S.p.A. and MTC S.r.l. refer to the valuation of put options awarded to minority shareholders of the companies, which allow them to sell their holdings to Interpump Hydraulics S.p.A. on the basis of a price that will depend on the

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results achieved in the two years prior to the sale. We therefore proceeded to evaluate this commitment on the basis of a business plan. Debts for the acquisition of investments were discounted to current value taking into account the temporal factor. CAPITAL EXPENDITURE

Capital expenditure in property, plant and equipment stood at €8.1 million (€4.9 million in Q1 2012). Note that the companies belonging to the Very-High Pressure Systems segment record the machinery manufactured and hired out to customers under tangible fixed assets (€1.3 million at 31/03/2013 and also at 31/03/2012). Net of these latter amounts, capital expenditure proper stood at €6.8 million in the first quarter of 2013 (€3.6 million at 31/03/2012) and mainly refers to the normal renewal and modernization of plant, machinery and equipment. The difference with respect to the expenditure recorded in the cash flow statement is due to the dynamic of payments. Increases in intangible fixed assets amounted to €0.6 million (€0.7 million in Q1 2012) and refer mainly to expenditure for the development of new products. RELATIONS WITH GROUP COMPANIES AND WITH RELATED PARTIES

With regard to transactions entered into with related parties, including intra-group transactions, these cannot be defined as either atypical or unusual, inasmuch as they form part of the normal course of activities of the Group companies. These transactions are regulated at arm's length conditions, taking into account the characteristics of the assets transferred and services rendered. Information on transactions carried out with related parties is given in Note 9 of the Interim Consolidated Financial statements at 31 March 2013. CHANGES IN THE GROUP STRUCTURE IN Q1 2013

In January 2013 an additional 28% of H.S. Penta Africa Pty Ltd was acquired for €/000 140, and a commitment was signed for purchase of the remaining 20%. H.S. Penta Africa is the Group's distributor of HS Penta products in South Africa for hydraulic cylinders and other hydraulic components. The Group considers the South African market to be particularly important in consideration of the sustained economic growth of the country in recent years and in relation to the possibility of serving bordering countries. EVENTS OCCURRING AFTER THE CLOSE OF Q1 2013

On 6 May Interpump Group acquired 100% of Hydrocontrol through its subsidiary Interpump Hydraulics. With headquarters in the province of Bologna, Hydrocontrol is a leading manufacturer and distributor of directional control valves and a range of other hydraulic valves. Hydrocontrol has two manufacturing subsidiaries in China and India and distribution branch in the US. 100% of Hydrocontrol was acquired by transferring to the sellers 4,500,000 listed shares of Interpump Group S.p.A., which the company was carrying at an average unit price of €4.97. In addition, a second tranche of €3,340,000 will be paid in cash on 31 December 2013 when the balance will be settled. The provisional price described above was established on the basis of the preliminary consolidated results of Hydrocontrol at 31/12/2012: consolidated sales of € 57.0 million, EBITDA of € 7.0 million and net financial debt of € 23.65 million. The price adjustment will be settled within 31 December 2013 after the final results have been verified. Hydrocontrol's business is highly synergic with respect to the activities of the Interpump Group's Hydraulic Sector. Indeed, Interpump Hydraulics, which is a wholly owned subsidiary of Interpump Group S.p.A., is a world leader in power takeoffs for industrial vehicles, and through

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the recent acquisitions of Galtech and MTC it expanded its product offering by entering the valves and directional controls segment, these products dovetailing seamlessly with the hydraulic products already manufactured and marketed by Interpump Hydraulics. With the acquisition of Hydrocontrol, Interpump Group strengthens its position in this segment while laying the basis for the achievement of major manufacturing and distribution synergies. The Interpump Group S.p.A. Shareholders' Meeting held on 30 April 2013 approved the 2012 financial statements and the proposal for distribution of a dividend of €0.17; the meeting also: - approved the Remuneration Policy pursuant to art. 123 (3) of decree D.Lgs. 58/98; - passed a resolution to reduce the number of directors from 10 to 9 and appoint the new

Chairman of the Board of Directors in compliance with the provisions of article 15 of the Bylaws, appointing Fulvio Montipò, already acting as Deputy Chairman;

- authorized the Board of Directors, for the period of eighteen months starting from the date of the shareholders' resolution, to purchase treasury stock up to the maximum number of shares permitted by law, and to sell treasury stock already purchased or that will be acquired in the future in execution of said authorization. The resolution authorizing the purchase of treasury stock was approved with a vote of the majority of shareholders in attendance at the meeting other than Gruppo IPG Holding S.r.l. Therefore, said purchases will qualify for inclusion in the exemption regime as at art. 44-(2), subsection 2, of Consob Regulation no. 11971/1999;

- approved the adoption of a new incentive plan designated Interpump 2013/2015 Incentive Plan", having the following aims: (i) development of the business approach of company management; (ii) greater involvement of directors, staff and collaborators in the performance of the Company and focus of the activity on long-term strategic factors of success; (iii) enhancing loyalty among directors, employees and collaborators; (iv) increasing the climate of trust in the growth of the company's value; (v) promotion of the spirit of identification with the Group among directors, employees and collaborators. Terms and conditions of the new Interpump 2013/2015 Incentive Plan are described in the information prospectus drafted in compliance with art. 84-(2) of Consob Regulation 11971/1999 available from the Company's headquarters and on the website www.interpumpgroup.it;

- resolved several amendments to the bylaws in the extraordinary part of the meeting. After the close of Q1 2013 no other atypical or unusual transactions have occurred such that would require mention in this report or call for changes to the consolidated financial statements at 31 March 2013. Sant’Ilario d’Enza, 14 May 2013 For the Board of Directors Fulvio Montipò Chairman and Chief Executive Officer The manager responsible for drafting company accounting documents, Carlo Banci, declares, pursuant to the terms of subsection 2 article 154(2) of the Consolidated Finance Act, that the accounting disclosures in the present document correspond to the contents of documents, the account books and the accounting entries. Sant’Ilario d’Enza, 14 May 2013

Carlo Banci

Manager responsible for drafting company accounting documents

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Financial statements and notes

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Consolidated balance sheet (€/000) Notes 31/03/2013 31/12/2012

ASSETS

Current assets Cash and cash equivalents 99,051 115,069Trade receivables 112,243 96,371Inventories 4 139,664 131,692Tax receivables 5,315 6,705Derivative financial instruments - 306Other current assets 6,594 6,675Total current assets 362,867 356,818

Non-current assets Property, plant and equipment 5 117,179 112,527Goodwill 1 227,980 225,921Other intangible assets 22,026 22,146Other financial assets 1,649 1,840Tax receivables 2,815 2,802Deferred tax assets 16,872 16,707Other non current assets 684 971Total non-current assets 389,205 382,914Assets held for sale 2,121 2,121Total assets 754,193 741,853

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(€/000) Notes 31/03/2013 31/12/2012

LIABILITIES

Current liabilities Trade payables 60,110 53,612Payables to banks 11,635 10,614Interest-bearing financial payables (current portion) 79,138 87,303Derivative financial instruments 820 781Taxes payable 8,846 6,655Other current liabilities 28,832 27,342Provisions for risks and charges 4,316 4,653Total current liabilities 193,697 190,960

Non-current liabilities Interest-bearing financial payables 82,387 91,701Liabilities for employee benefits 11,051 11,008Deferred tax liabilities 22,889 22,456Non-current taxes payable 11 17Other non-current liabilities 28,187 27,496Provisions for risks and charges 1,390 1,339Total non-current liabilities 145,915 154,017Total liabilities 339,612 344,977 SHAREHOLDERS' EQUITY 6

Share capital 52,760 52,796Legal reserve 10,157 10,157Share premium reserve 105,357 105,514Reserve for valuation of hedging derivatives at fair value (331) (333)Translation provision (2,736) (8,243)Other reserves 243,392 231,152Shareholders' equity for the Group 408,599 391,043Minority interests 5,982 5,833Total shareholders' equity 414,581 396,876Total shareholders' equity and liabilities 754,193 741,853

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Consolidated income statements for the first quarter

(€/000) Notes 2013 2012

Net sales 132,264 138,451Cost of sales (82,380) (85,228)Gross industrial margin 49,884 53,223

Other net revenues 1,862 2,045Distribution costs (14,072) (13,257)General and administrative expenses (16,943) (16,959)Other operating costs (349) (78)Ordinary profit before financial charges 20,382 24,974

Financial income 7 2,069 1,143Financial charges 7 (2,464) (3,591)Adjustment of the value of investments equity

(29)

77

Profit for the period before taxes 19,958 22,603

Income taxes (7,174) (8,856)Consolidated profit of continuing operations for the period 12,784 13,747

Profit net of Assets held for sale and discontinued operations

-

(3)

Consolidated profit for the period 12,784 13,744 Due to: Parent company shareholders 12,433 13,429Subsidiaries' minority shareholders 351 315

Consolidated profit for the period 12,784 13,744

Basic earnings per share 8 0.123 0.145Diluted earnings per share 8 0.121 0.141

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Comprehensive consolidated income statement for the first quarter

(€/000) 2013 2012

Consolidated profit for the period (A) 12,784 13,744

Other comprehensive profit (loss) that will be subsequently reclassified in consolidated profit for the period

Accounting of interest rate hedging derivatives recorded in accordance with the cash flow hedging method:

- Profit (Loss) on derivative financial instruments for the period - -- Minus: Adjustment for reclassification of profits (losses) to the income statement -

-

- Minus: Adjustment for recognition of fair value to reserves in the prior 200

151

Total 200 151

Accounting of derivative financial instruments used to hedge the exchange rate risk recorded in accordance with the cash flow hedging method:

- Profit (Loss) on derivative financial instruments for the period (115) 46- Minus: Adjustment for reclassification of profits (losses) to the income statement (89)

306

- Minus: Adjustment for recognition of fair value to reserves in the prior (4)

58

Total (208) 410

Profits (Losses) arising from the conversion to euro of the financial statements of foreign companies 5,733

(5,407)

Profits (losses) of companies carried at equity (30)

10

Related taxes 10 (182)

Total other profit (loss) that will be subsequently reclassified in consolidated profit for the period, net of the tax effect (B) 5,705

(5,018) Comprehensive consolidated profit for the period (A) + (B) 18,489 8,726 Due to: Parent company shareholders 17,942 8,427Subsidiaries' minority shareholders 547 299

Comprehensive consolidated profit for the period 18,489 8,726

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Consolidated cash flow statements for the first quarter (€/000) 2013 2012

Cash flow from operating activities

Earnings before taxes and capital loss on discontinued operations 19,958 22,603

Adjustments for non-cash items:

Capital losses (Capital gains) from the sale of fixed assets (450) (415)

Amortization 4,931 4,774

Costs ascribed to the income statement relative to stock options that do not involve monetary outflows for the Group 209

218

(Profit) losses from investments 29 (77)

Net change in risk funds and allocations for employee benefits (353)

(292)

Outlays for tangible fixed assets destined for hire (1,252) (1,276)

Proceeds from the sale of fixed assets granted for hire 874 1,502

Net financial charges 395 2,448

Other 6 (63)

24,347 29,422

(Increase) decrease in trade receivables and other current assets (13,251) (6,384)

(Increase) decrease in inventories (5,598) (7,188)

Increase (decrease) in trade payables and other current liabilities 3,311 524

Interest paid (1,176) (1,953)

Currency exchange gains realized 269 (192)

Taxes paid (2,770) (2,472)

Net cash from operating activities 5,132 11,757

Cash flows from investment activities

Outlay for the acquisition of investments, net of received cash and including treasury stock assigned (287)

(18,163)

Capital expenditure in property, plant and equipment (5,568) (4,774)

Proceeds from sales of tangible fixed assets 120 92

Increase in intangible fixed assets (568) (700)

Proceeds from sale of financial assets 990 1,614

Received financial income 702 531

Other (249) (14)

Net cash used by investing activities (4,860) (21,414)

Cash flow of financing activities

Disbursals (repayments) of loans (17,111) (24,379)

Dividends paid to subsidiaries' shareholders - (342)

Outlays for purchase of treasury stock (402) (781)

Sale of treasury stock for the acquisition of equity investments - 1,704

Proceeds from sale of treasury stock to beneficiaries of stock options - 1,187

Loans granted to (repayments from) non-consolidated subsidiaries (117) 16

Payment of financial leasing instalments (principal portion) (629) (711)

Net liquidity obtained through (utilized in) financing activities (18,259) (23,306)

Net increase (decrease) of cash and cash equivalents (17,987) (32,963)

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(€/000) 2013 2012

Net increase (decrease) of cash and cash equivalents (17,987) (32,963)

Increase (decrease) of cash from Assets held for sale and discontinued operations -

43

Exchange differences from the translation of the liquidity of companies in areas outside the EU 717

(444)

Initial cash and cash equivalents of GITOP (company consolidated for the first time with the full consolidation method) 231

-

Cash and cash equivalents at the beginning of the period 104,455 100,306

Cash and cash equivalents at the end of the period of Assets held for sale and discontinued operations -

(46)

Cash and cash equivalents at the end of the period 87,416 66,896

Cash and cash equivalents can be broken down as follows: 31/03/2013 31/12/2012 €/000 €/000

Cash and cash equivalents from the balance sheet 99,051 115,069Payables to banks (for current account overdrafts and advances subject to collection) (11,635) (10,614)Cash and cash equivalents from the cash flow statement 87,416 104,455

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Statement of changes in consolidated shareholders' equity

Share capital

Legal reserve

Share premium

reserve

Reserve for valuation of

hedging derivatives at

fair valueTranslation

provisionOther

reserves

Group shareholde

rs' equityMinority interests Total

Balances as at 1 January 2012 47,936 10,157 64,719 (1,086) (2,908) 190,879 309,697 5,463 315,160 Recording in the income statement of the fair value of the stock options assigned and exercisable - - 218 - - - 218 - 218 Purchase of treasury stock (70) - (711) - - - (781) - (781) Sale of treasury stock to the beneficiaries of stock options 163 - 1,024 - - - 1,187 - 1,187 Sale of treasury stock for payment of equity investments 157 - 1,547 - - - 1,704 - 1,704 Dividends paid to subsidiaries' shareholders - - - - - - - (342) (342) Classification of Hydrocar Roma investment among assets held for sale - - - - - - - (195) (195) Comprehensive profit (loss) for Q1 2012 - - - 379 (5,381) 13,429 8,427 299 8,726 Balances at 31 March 2012 48,186 10,157 66,797 (707) (8,289) 204,308 320,452 5,225 325,677 Recording in the income statement of the fair value of the stock options assigned and exercisable - - 654 - - - 654 - 654 Purchase of treasury stock (1,336) - (13,710) - - - (15,046) - (15,046) Sale of treasury stock to the beneficiaries of stock options 117 - 721 - - - 838 - 838 Capital increase following exercise of warrants 5,829 - 51,052 - - - 56,881 - 56,881 Dividends paid - - - - - (11,145) (11,145) (84) (11,229) Disposal of investment in Hydrocar Roma - - - - - - - (1) (1) Comprehensive profit (loss) from 1/4 to 31/12/ 2012 - - - 374 46 37,989 38,409 693 39,102 Balances at 31 December 2012 52,796 10,157 105,514 (333) (8,243) 231,152 391,043 5,833 396,876 Recording in the income statement of the fair value of the stock options assigned and exercisable - - 209 - - - 209 - 209 Purchase of treasury stock (36) - (366) - - - (402) - (402) Purchase of additional stakes in Penta Africa - - - - - (193) (193) - (193) Dividends paid to subsidiaries' shareholders - - - - - - - (398) (398) Comprehensive profit (loss) for Q1 2013 - - - 2 5,507 12,433 17,942 547 18,489 Balances at 31 March 2013 52,760 10,157 105,357 (331) (2,736) 243,392 408,599 5,982 414,581

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Notes to the consolidated financial statements General information Interpump Group S.p.A. is a company incorporated under Italian law, domiciled in Sant'Ilario d'Enza (RE). The company is listed on the Milan stock exchange in the STAR segment. The Group manufactures and markets high and very high-pressure plunger pumps, very high-pressure systems, power takeoffs, hydraulic cylinders and other hydraulic products, and electric motors and windings. The Group has production facilities in northern Italy, the US, Germany, China, India, Brazil and Bulgaria. The trend of sales is unaffected by phenomena of seasonality: historically approximately 55% of sales tend to be concentrated in the first half of the year as a natural consequence of the traditional shut-down of Italian manufacturing plants in August. The consolidated financial statements include Interpump Group S.p.A. and its subsidiaries over which it holds control either directly or indirectly (hereinafter "the Group"). The consolidated financial statements at 31 March 2012 were approved by the Board of Directors on this day (14 March 2013). This Quarterly Report is not subject to auditing. Basis of preparation The consolidated financial statements at 31 March 2013 were drawn up in compliance with international accounting standards (IAS/IFRS) for interim financial statements. The tables were prepared in compliance with IAS 1, while the notes were prepared in condensed form in application of the faculty provided by IAS 34 and therefore they do not include all the information required for annual financial statements drafted in compliance with IFRS standards. Therefore, the consolidated financial statements at 31 March should be consulted together with the annual financial statements for the year ending 31 December 2012. The accounting principles and criteria adopted in the interim financial statements at 31 March 2013 may conflict with IFRS provisions in force on 31 December 2013 due to the effect of future orientations of the European Commission with regard to the approval of international accounting standards or the issue of new standards, interpretations or implementing guidelines by the International Accounting Standards Board (IASB) or the International Financial Reporting Interpretation Committee (IFRIC). Preparation of an interim report in compliance with IAS 34 "Interim Financial Reporting" calls for judgments, estimates, and assumptions that have an effect on assets, liabilities, costs and revenues and on information regarding potential assets and liabilities at the report reference date. We draw your attention to the fact that estimates may differ from the effective results, the magnitude of which will only be known in the future. We further draw your attention to the fact that some evaluation processes, notably those that are more complex, such as the determination of any impairments of non-current assets, are generally performed in a comprehensive manner only at the time of drafting of the annual financial statements when all the necessary information is available, except in cases in which indicators of impairment exist, calling for immediate evaluation of any losses in value. Likewise, the actuarial evaluations required for determination of Liabilities for benefits due to employees are normally processed at the time of drafting of the annual financial statements.

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The consolidated financial statements are drafted in thousands of euro. The Group adopts the function-based income statement (COGS - cost of goods sold) and the cash flow statement with the indirect method. The financial statements are drafted according to the cost method, with the exception of financial instruments, which are carried at fair value. Accounting standards The accounting standards adopted are those described in the consolidated financial statements at 31 December 2012, with the exception of those adopted as from 1 January 2013 as described hereunder, and they were uniformly applied to all Group companies and all periods presented.

a) New accounting standards and amendments taking effect as from 1 January 2013 and adopted by the Group As from 2013 the Group has applied the following new accounting standards, amendments and interpretations, reviewed by IASB: Amendments to IAS 1 - Presentation of financial statements. On 16 June 2011 IASB

published the above amendment, which requires all components presented in the comprehensive income statements (OCI or Other Comprehensive Income) to be grouped depending on whether or not they can be reclassified in the future to profit and loss. The amendment was implemented also by FASB in order to improve the comparability between international financial reporting standards (IFRS) and the US generally accepted accounting principles (US GAAP). The adoption of this amendment produced no effect from the standpoint of measurement of the captions in the financial statements and it had limited effects on the disclosure provided in this Quarterly report;

Amendments to IAS 19 – Employee benefits. On 16 June IASB published the revised version of IAS 19. The most important changes concern the elimination of the so-called "corridor approach" for recording of actuarial profit and loss (not utilized by Interpump Group), presentation of changes in the assets and liabilities deriving from defined benefit plans, including the relative re-determination, in the comprehensive income statements, and an increased requirement for information relative to the characteristics and risks associated with defined benefits. The amendments were aimed at providing readers of financial statements with a clearer overview of the company's obligations arising from defined benefit plans, and the way in which such obligations may affect the company's economic performance, cash flow and net financial position. The adoption of the new principle had no effects on the Group financial statements and it was therefore not necessary to re-measure and restate the data for 2012;

IFRS 13 – Fair value measurement. On 12 May 2011 IASB, in agreement with FASB, issued a fair value measurement guide. The guide, which is the product of five years of preparation, is an important support tool for fair value measurements, an element that helps to harmonize European and US accounting principles, and a response from IASB and FASB to markets aimed at alleviating the global financial crisis. The adoption of the new principle had no effects on the measurement of the captions in the financial statements included in this Quarterly report;

IFRS 7 – Financial instruments: Additional information. On 16 December 2011 IASB and FASB issued shared provisions concerning the disclosures required in the case of offsetting of financial assets and financial liabilities. The provisions in question are set down in an amendment to IFRS 7 entitled “Disclosures — Offsetting Financial Assets and Financial Liabilities”. The required disclosures must be supplied retroactively. It is deemed that adoption of the new principle has no significant effects on the Group's financial statements;

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On 17 May 2012 IASB issued a raft of amendments to IAS/IFRS standards (“Annual improvements 2009-2011 cycle”) which are applicable retroactively from 1 January 2013; below we mention only the amendments that could imposed a change in the presentation, recognition and measurement of the captions in the financial statements, disregarding any amendments that result exclusively in different terminology or editorial changes with minimal effects on the accounts, or those that impact on principles or interpretations that are not applicable to the Interpump Group:

IAS 1 – Presentation of financial statements: the amendment clarifies the method of presentation of comparative information in the event in which an entity changes its accounting principles and in the cases wherein the entity performs a retroactive disclosure or reclassification and in the cases wherein the entity provides additional balance sheet information with respect to the matters required by the standard;

IAS 16 – Property, Plant and Equipment: the amendment clarifies that replacement parts and equipment must be capitalized only if they comply with the definition of Property, plant and equipment, otherwise they must be classified as Inventories;

IAS 32 – Financial instruments: Presentation: the amendment eliminates an inconsistency between IAS 12 – Income taxes and IAS 32 concerning the recognition of taxes deriving from distributions to shareholders, establishing the principle that such amounts must be recognized in profit and loss in the measure in which the distribution is referred to income generated by operations originally recorded in profit and loss.

b) New accounting principles and amendments taking effect as from 1 January 2013 but not relevant for the Group IFRS 1 – First adoption of International Financial Reporting Standards (IFRS). On 13

March 2012 IASB published an amendment entitled "Government Loans" which allows companies that are the recipients of government loans below market rates to dispense with the retroactive modification of the recognition of said loans at the time of initial adoption of IAS/IFRS standards.

c) New accounting standards and amendments not yet applicable and not adopted early by the Group IFRS 10 – Consolidated Financial Statements. On 12 May 2011 IASB issued the

following standard, which will become applicable from 1 January 2014. IFRS 10 supplies a guide to assess the presence of control, this being a decisive factor for consolidation of an entity, in such cases wherein its identification is not immediate;

IFRS 11 – Joint arrangements. On 12 May 2011 IASB issued the following standard, which will become applicable from 1 January 2014. Apart from regulating joint arrangements, the new standard supplies the criteria for their identification based on the rights and obligations that arise from the contract rather than relying merely on the legal aspects of the arrangement. IFRS 11 excludes the faculty of using the proportional method for the consolidation of joint arrangements;

IFRS 12 – Disclosure of interests in other entities. On 12 May 2011 IASB issued the following standard, which will become applicable from 1 January 2014. The new standard specifies a series of information that the company must disclose in relation to interests in other entities, associated companies, special purpose vehicles and other off balance sheet vehicles;

IFRS 9 – Financial instruments. On 12 November 2009 IASB published the following principle, which was subsequently amended on 28 October 2010 with a further amendment in mid-December 2011. The standard, which is applicable from 1 January

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2015, constitutes the first part of a process in stages aimed at replacing IAS 39 and introduces new criteria for classification and measurement of financial assets and liabilities and for derecognition of financial assets from the financial statements Specifically, for financial assets the new principle utilizes a single approach based on the methods of management of financial instruments and on the characteristics of the contractual cash flows of financial assets in order to establish the measurement criterion, replacing the various rules contained in IAS 39. In contrast, for financial liabilities the main change that has occurred concerns the accounting treatment for changes in the fair value of a financial liability designated as a financial liability measured at fair value in profit and loss, in the event wherein such changes are due to changes in the credit rating of the liabilities in question. In accordance with the new principle, such changes must be recorded in the comprehensive income statement and cannot thereafter be derecognized in profit and loss;

IAS 32 – Financial Instruments: presentation. On 16 December 2011 IASB clarified the requirements to allow offsetting of financial assets with financial liabilities by publishing an amendment to IAS 32 entitled Offsetting Financial Assets and Financial Liabilities The changes are applicable, retroactively, as from 1 January 2014;

At the date of this Quarterly Report the competent bodies of the European Union had yet to terminate the approval process required for adoption of the amendments and standards described above.

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Notes to the consolidated financial statements at 31 March 2013

Page 1. Consolidation basis and goodwill 35 2. Sector information 37 3. Acquisition of investments 40 4. Inventory write-down provision 40 5. Property, plant and equipment 41 6. Shareholders' equity 41 7. Financial income and charges 41 8. Earnings per share 42 9. Transactions with related parties 42 10. Disputes, potential liabilities and potential assets 45 11. Fair value measurements 45

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1. Consolidation basis and goodwill The perimeter of consolidation at 31 March 2013 includes the Parent company and the following subsidiaries:

Share capital Percent stake

Company Registered office €/000 at 31/03/13

Interpump Hydraulics S.p.A. Nonantola (MO) 2,632 100.00%

Muncie Power Prod. Inc. (1) Muncie (USA) 784 100.00%

American Mobile Power Inc. (5) Fairmount (USA) 3,410 80.00%

Hammelmann Maschinenfabrik GmbH Oelde (Germany) 25 100.00%

Hammelmann Corporation Inc (2) Dayton (USA) 39 100.00%

Hammelmann S. L. (2) Zaragoza (Spain) 738 100.00%

Hammelmann Pumps Systems Co Ltd (2) Tianjin (China) 871 90.00%

Hammelmann Australia Pty Ltd (2) Melbourne (Australia) 472 100.00%

NLB Corporation Inc. Detroit (USA) 12 100.00%

Interpump Engineering S.r.l. Reggio Emilia 76 100.00%

General Pump Inc. Minneapolis (USA) 1,854 100.00%

General Technology S.r.l. Reggio Emilia 100 100.00%

SIT S.p.A. S. Ilario d'Enza (RE) 105 65.00%

Interpump Hydraulics France S.a.r.l. (1) Ennery (France) 76 99.77%

Hydroven S.r.l. (1) Tezze sul Brenta (VI) 200 100.00%

AVI S.r.l. (1) Varedo (MB) 10 100.00%

Interpump Hydraulics International S.p.A. (1) Nonantola (MO) 14,162 81.61%

HS Penta S.p.A (3) Faenza (RA) 4,244 100.00%

Contarini Leopoldo S.r.l. (3) Lugo (RA) 47 100.00%

Oleodinamica Panni S.r.l. (3) Tezze sul Brenta (VI) 2,000 100.00%

Cover S.r.l. (3) Gazzo Veronese (VR) 41 100.00%

Hydrocar Chile S.A. (1) Santiago (Chile) 37 60.00%

Unidro S.a.r.l. (4) Barby (France) 8 90.00%

Copa Hydrosystem Odd (4) Troyan (Bulgaria) 3 90.00%

Golf Hydrosystem Odd (4) Sofia (Bulgaria) 3 90.00%

Modenflex Hydraulics S.r.l. (3) Modena 10 100.00%

Wuxi Interpump Weifu Hydraulics Company Ltd (1) Wuxi (China) 2,095 65.00%

Interpump Hydraulics India Private Ltd (1) Hosur (India) 330 100.00%

Interpump Hydraulics do Brasil Partecipacoes Ltda (1) San Paolo (Brazil) 12,308 100.00%

Takarada Industria e Comercio Ltda (6) Caxia do Sul (Brazil) 2,892 100.00%

Galtech S.p.A. (1) Reggio Emilia 2,000 53.00%

M.T.C. S.r.l. (1) Bagnolo in Piano (RE) 80 60.00%

Teknova S.r.l. (in liquidation) Reggio Emilia 362 100.00%

(1) = controlled by Interpump Hydraulics S.p.A.

(2) = controlled by Hammelmann Maschinenfabrik GmbH

(3) = controlled by Interpump Hydraulics International S.p.A.

(4) = controlled by Contarini Leopoldo S.r.l.

(5) = controlled by Muncie Power Inc.

(6) = controlled by Interpump Hydraulics do Brasil Partecipacoes Ltda

The other companies are controlled directly by Interpump Group S.p.A.

The minority shareholders of Interpump Hydraulics International S.p.A. are entitled to sell their holdings starting from the approval of the financial statements for the years 2012, 2013 or 2014 depending on the case, at a price established in accordance with the results of the

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Interpump Hydraulics International Group in the last two financial statements closed before the year in which the option is exercised. In accordance with the prescriptions of IFRS 3, Interpump Hydraulics International S.p.A. was 100% consolidated, recording a debt relative to the estimate of the current value of the exercise price of the options, determined on the basis of a business plan. Since the business combination was formed prior to 1 January 2010 it is measured in accordance with the preceding version of IFRS 3, therefore, any subsequent changes in the debt relative to the estimate of the current value of the options exercise price will be recorded as an adjustment of the original goodwill. Also the minority shareholders of Galtech and MTC are entitled to dispose of their holdings starting from the approval of the 2014 financial statements up to the 2025 financial statements on the basis of the average results of the company in the last two reporting periods closed before the exercise of the option. Likewise, the minority shareholders of American Mobile Power are obliged to sell – and Muncie is obliged to purchase – their holdings in April 2016 at a price that will be determined on the basis of the company's results as reported in the last two financial statements for the years closed prior to this term. Further to the agreement entered into at the time of the acquisition of the additional 28% of HS Penta Africa, the minority shareholders of HS Penta Africa are required to sell their residual interests (20%), and HS Penta is obliged to purchase them as from September 2013 until September 2017 on the basis of the average results of the company in the last two financial statements for the years ending before the exercise of the option. In accordance with the prescriptions of IFRS 3, Galtech S.p.A., MTC S.r.l., American Mobile Power and HS Penta Africa were 100% consolidated, recording a debt relative to the estimate of the current value of the exercise price of the options as determined on the basis of a business plan. Any subsequent changes in the debt relative to the estimate of the current value of the outlay that occur within 12 months from the date of acquisition and that are due to greater or lesser levels of information, will be recorded as an adjustment of goodwill, while after 12 months from the date of acquisition any changes will be recognized in profit and loss. Due to its modest size HS Penta Africa is not consolidated with the full consolidation method. Assets held for sale and discontinued operations of 2012 reflect the three-month data of Hydrocar Roma, which was divested in July 2012. Changes in goodwill in Q1 2012 were as follows:

Company: Balance at

31/12/2012

Increases(Decreases)

for the period

Changes for foreign exchange

differences Balance at

31/03/2013

- High pressure pumps division 37,406 - 148 37,554

- Very high pressure pumps division 90,079 - 893 90,972

Total Water Jetting Sector 127,485 - 1,041 128,526

- Power takeoffs and hydraulic pumps division 53,401 126 892 54,419

- Cylinders Division 45,035 - - 45,035

Total Hydraulic Sector 98,436 126 892 99,454

Total goodwill 225,921 126 1,933 227,980

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2. Business sector information Business sector information is supplied with reference to operating sectors. We also present the information required by IFRS by geographical area. Information on operating sectors reflects the Group internal reporting structure. In 2012 the Group decided to change the designation of its business sectors: the Industrial Sector therefore became the Water Jetting Sector and the Hydraulic Sector was renamed the Hydraulic Sector. The values of components or products transferred between sectors are the effective sales price between Group companies, which correspond to the selling prices to the best customers. Sector information includes directly attributable costs and costs allocated on the basis of reasonable estimates. The holding costs (remuneration of directors, auditors and functions of the Group's financial management, control and internal auditing, and also consultancy costs and other related costs) were ascribed to the sectors on the basis of sales. Business sectors The Group is composed of the following business sectors: Water Jetting Sector (previously called the Industrial sector). Mainly composed of high and very high-pressure pumps and pumping systems used in a wide range of industrial sectors for the conveyance of fluids. High-pressure plunger pumps are the main component of professional high-pressure washers. These pumps are also utilized for a broad range of industrial applications including car wash installations, forced lubrication systems for machine tools, and inverse osmosis systems for seawater desalination plants. Very high-pressure pumps and systems are used for cleaning surfaces, ship hulls, various types of pipes, and also for removing machining burr, cutting and removing cement, asphalt, and paint coatings from stone, cement and metal surfaces, and for cutting solid materials. On a marginal level this sector also includes operations of drawing, shearing and pressing sheet metal and the manufacture and sale of cleaning machinery. Hydraulic Sector previously called the Hydraulic sector). Includes the production and sale of power takeoffs, hydraulic cylinders, pumps, spool valves, general hydraulic valves and other hydraulic components. Power take-offs are mechanical devices designed to transmit drive from an industrial vehicle engine or transmission to power a range of ancillary services through hydraulic components. These products, combined with other hydraulic components (spool valves, controls, etc.) allow the execution of special functions such as lifting tipping bodies, moving truck-mounted cranes, operating mixer truck drums, and so forth. Hydraulic cylinders are components of the hydraulic system of various vehicle types, utilized in a wide range of applications depending on the type. Front-end and underbody cylinders (single acting) are utilized mainly on industrial vehicles in the construction sector, while double acting cylinders are utilized in a range of applications: earthmoving machinery, agricultural machinery, cranes and truck cranes, waste compactors, etc.

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Interpump Group business sector information (amounts shown in €/000) Q1 Hydraulic Water Jetting Other Elimination entries Interpump Group 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012

Net sales external to the Group 64,973 69,728 67,291 68,723 - - - - 132,264 138,451 Sales between sectors 9 3 222 142 261 265 (492) (410) - - Total net sales 64,982 69,731 67,513 68,865 261 265 (492) (410) 132,264 138,451 Cost of sales (43,596) (46,130) (39,049) (39,328) (41) 19 306 211 (82,380) (85,228) Gross industrial margin 21,386 23,601 28,464 29,537 220 284 (186) (199) 49,884 53,223 % on net sales 32.9% 33.8% 42.2% 42.9% n.s. n.s. 37.7% 38.4%

Other net revenues 1,273 1,416 646 691 77 13 (134) (75) 1,862 2,045 Distribution costs (6,485) (6,418) (7,587) (6,839) - - - - (14,072) (13,257) General and administrative expenses (9,329) (9,724) (7,661) (7,270) (273) (239) 320 274 (16,943) (16,959) Other operating costs (302) (23) (47) (55) - - - - (349) (78) Ordinary profit before financial charges 6,543 8,852 13,815 16,064 24 58 - - 20,382 24,974 % on net sales 10.1% 12.7% 20.5% 23.3% n.s. n.s. 15.4% 18.0%

Financial income 791 381 1,456 1,074 - 2 (178) (314) 2,069 1,143 Financial charges (1,081) (1,454) (1,560) (2,449) (1) (2) 178 314 (2,464) (3,591) Adjustment of investments carried at equity (42) 141 13 (64) - - - - (29) 77 Profit for the period before taxes 6,211 7,920 13,724 14,625 23 58 - - 19,958 22,603

Income taxes (2,506) (3,674) (4,629) (5,144) (39) (38) - - (7,174) (8,856) Consolidated profit of continuing operations for the period 3,705 4,246 9,095 9,481 (16) 20 - - 12,784 13,747

Net profit of discontinued operations - - - - - - - - - (3) Consolidated profit for the period 3,705 4,246 9,095 9,481 (16) 20 - - 12,784 13,744

Due to: Parent company shareholders 3,373 3,977 9,076 9,434 (16) 20 - - 12,433 13,429 Subsidiaries' minority shareholders 332 269 19 47 - - - - 351 315 Consolidated profit for the period 3,705 4,246 9,095 9,481 (16) 20 - - 12,784 13,744

Further information required by IFRS 8 Amortization, depreciation and write-downs 2,893 2,903 2,036 1,869 2 2 - - 4,931 4,774 Other non-monetary costs 460 239 363 548 - - - - 823 787

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Financial position (amounts shown in €/000)

Hydraulic Water Jetting Other Elimination entries Interpump Group

31 March2013

31 December2012

31 March2013

31 December2012

31 March2013

31 December2012

31 March2013

31 December2012

31 March2013

31 December 2012

Assets by sector 335,030 323,798 355,459 337,331 1,960 1,758 (39,428) (38,224) 653,021 624,663 Assets held for sale - - 2,121 2,121 - - - - 2,121 2,121 Subtotal of assets of the sector (A) 335,030 323,798 357,580 339,452 1,960 1,758 (39,428) (38,224) 655,142 626,784 Cash and cash equivalents 99,051 115,069 Total assets 754,193 741,853

Liabilities of the sector (B) 109,124 102,187 66,212 61,686 1,837 1,707 (39,428) (38,224) 137,745 127,356 Payables for payment of investments 28,707 28,003 Payables to banks 11,635 10,614 Interest-bearing financial payables 161,525 179,004 Total liabilities 339,612 344,977

Total assets, net (A-B) 225,906 221,611 291,368 277,766 123 51 - - 517,397 499,428 Further information required by IFRS 8 Investments carried at equity 1,004 1,307 196 205 - - - - 1,200 1,512 Non current assets other than financial assets and deferred tax assets 183,856 181,056 186,667 183,156 161 155 - - 370,684 364,367

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40

Cash flows by business sector for the first quarter are as follows: €/000 Hydraulic

Sector Water Jetting

Sector Other Revenues

Sector

Total 2013 2012 2013 2012 2013 2012 2013 2012

Cash flows from:

Operating activities 3,412 5,656 1,547 5,719 173 382 5,132 11,757Investing activity (2,000) (18,717) (2,891) (2,707) 31 10 (4,860) (21,414)Financing activities 424 17,267 (18,682) (40,572) (1) (1) (18,259) (23,306)Total 1,836 4,206 (20,026) (37,560) 203 391 (17,987) (32,963)

Investing activities in Q1 2013 of the Hydraulic Sector include €/000 257 relative to the acquisition of investments (€/000 18,163 in Q1 2012), while investing activities of the Water Jetting Sector in Q1 include €/000 30 relative to the acquisition of investments (no amount recorded in 2012). Financing activities for Q1 2013 include intercompany loans from the Water Jetting Sector to the Hydraulic Sector in the amount of €/000 4,000 (€/000 17,204 in Q1 2012). Moreover, cash flows of the financing activities of the Water Jetting Sector in 2013 include operations relative to treasury stock which, in 2013, are related exclusively to outlays for the purchase of treasury stock in the amount of €/000 402 and which in Q1 2012 totalled €/000 781, to €/000 1,187 of receipts for the sale of treasury stock to the beneficiaries of stock options, and to €/000 1,704 relative to the value of treasury stock sold for the acquisition of Galtech. 3. Acquisition of investments The fair value of the assets and liabilities acquired in Q1 2013 through the acquisition of Takarada (100%), Galtech (53%) and MTC (60%), which, as permitted by IFRS 3, was measured provisionally on 31 December 2012, can now be considered to be final. There were no changes with respect to the data disclosed in note 7 of the annual report at 31 December 2012. 4. Inventories and breakdown of changes in the Inventories allowance

31/03/2013 31/12/2012 €/000 €/000

Inventories gross value 151,683 143,584Allowance for inventories (12,019) (11,892)Inventories 139,664 131,692

Changes in the inventory write-down provision were as follows: Q1 2013 Year

2012 €/000 €/000

Opening balances 11,892 11,309Exchange rate difference 86 (71)Change to consolidation basis - 1,001Allocations for the period 351 1,719Utilizations in the period due to surpluses - (25)Utilizations in the period due to losses (310) (2,041)Closing balance 12,019 11,892

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5. Property, plant and equipment Purchases and disposals In Q1 2013 Interpump Group acquired capital assets for €/000 8,091 (€/000 14,288 in Q1 2012, of which €/000 9,437 through the acquisition of equity investments). In Q1 2013 assets were divested for a net book value of €/000 544 (€/000 1,179 in Q1 2012). The divested assets generated a net capital gain of €/000 450 (€/000 415 in Q1 2012). Contractual commitments At 31 March 2013 the Group had contractual commitments for the purchase of tangible assets in the amount of €/000 3,150 (€/000 4,297 at 31/03/2012). 6. Shareholders' equity Share capital The share capital is composed of 108,879,294 ordinary shares with a unit face value of €0.52 for a total amount of €56,617,232.88. In contrast, share capital recorded in the financial statements amounts to €/000 52,760 because the nominal value of purchased treasury shares, net of divested treasury stock, was deducted from the share capital in compliance with the reference accounting principles. At 31 March 2013 Interpump Group S.p.A. held 7,418,239 treasury shares in the portfolio, equivalent to 6.8133% of the share capital, purchased at an average cost of €4.9707. Purchased treasury stock The amount of treasury stock held by Interpump Group S.p.A. is recorded in an equity provision. In Q1 2013 the Group acquired 69,000 treasury shares for the total amount of €/000 402 (in Q1 2012 the Group purchased 133,791 treasury shares for €/000 781). Treasury stock sold In Q1 2013 no options were exercised in relation to the stock option plans (no. 314,500 options exercised in Q1 2012 resulting in a receipt of €/000 1,187). Moreover, during Q1 2012 a total of 300,831 treasury shares were divested to pay for a portion of the stake in Galtech. 7. Financial income and expenses

2013 2012 €/000 €/000

Financial income Interest income 533 416Foreign exchange gains 1,329 330Earnings from valuation of derivative financial instruments 169 369Other 38 28Total financial income 2,069 1,143

Financial charges Interest payable 1,729 2,411Foreign exchange losses 386 996Losses from valuation of derivative financial instruments 349 184Total financial charges 2,464 3,591Total financial charges, net 395 2,448

8. Earnings per share

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Basic earnings per share Earnings per share are calculated on the basis of consolidated profit for the period attributable to Parent Company shareholders, divided by the weighted average number of ordinary shares as follows: Q1 2013 2012

Consolidated profit for the period attributable to parent company shareholders (€/000)

12,433 13,429

Average number of shares in circulation 101,468,974 92,363,359Basic earnings per share for the quarter (€) 0.123 0.145

Diluted earnings per share Diluted earnings per share are calculated on the basis of diluted consolidated profit of the period attributable to the parent company's shareholders, divided by the weighted average number of ordinary shares in circulation adjusted by the number of potentially dilutive ordinary shares. The calculation is as follows: 2013 2012

Consolidated profit for the period attributable to Parent company shareholders (€/000)

12,433 13,429

Average number of shares in circulation 101,468,974 92,363,359Number of potential shares for stock option plans (*) 1,387,500 1,310,632Number of potential shares for the exercise of warrants (**) - 1,633,562Average number of shares (diluted) 102,856,474 95,307,553Earnings per diluted share for the quarter (€) 0.121 0.141

(*) calculated as the number of shares assigned for in-the-money stock option plans multiplied by the ratio

between the difference between the average value of the share in the period and the exercise price at the numerator, and the average value of the share in the period at the denominator.

(**) calculated as the number of shares potentially exercisable by the ratio between the difference between the average value of the share in the period and the exercise price at the numerator, and the average value of the share in the period at the denominator.

9. Transactions with related parties The Group has relations with unconsolidated subsidiaries and other related parties at arm's length conditions considered to be normal in the respective reference markets, taking account of the characteristics of the goods and services rendered. Transactions between Interpump Group S.p.A. and its consolidated subsidiaries, which are related parties of the company, were eliminated in the interim consolidated financial statements and are not described in these notes.

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The effects in the Group's consolidated income statements for the first half of 2013 and of 2012 are given below:

First quarter 2013 (€/000)

Total Consolidated

Non-consolidated subsidiaries

Associates

Other

related parties

Total

related parties

% incidence

on financial

statements caption

Net sales 132,264 1,255 - 1 1,256 0.9% Cost of sales 82,380 116 - 2,787 2,903 3.5% Other revenues 1,862 7 - 2 9 0.5% Distribution costs 14,072 158 - 316 474 3.4% General and administrative expenses

16,943

-

-

193

193

1,1%

Financial income 2,069 40 - - 40 1.9% Financial charges 2,464 - - 4 4 0.2%

First quarter 2012 (€/000)

Total Consolidated

Non-consolidated subsidiaries

Associates

Other

related parties

Total

related parties

% incidence

on financial

statements caption

Net sales 138,451 1,257 - 22 1,279 0.9% Cost of sales 85,228 86 - 3,881 3,967 4.7% Other revenues 2,045 8 - 3 11 0.5% Distribution costs 13,257 71 - 301 372 2.8% General and administrative expenses

16,959

-

-

205

205

1.2%

Financial income 1,143 28 - - 28 2.4%

The effects on the consolidated balance sheet at 31 March 2013 and 2012 are shown below:

31 March 2013 (€/000)

Total Consolidated

Non-consolidated subsidiaries

Associates

Other

related parties

Total

related parties

% incidence

on financial

statements caption

Trade receivables 112,243 2,986 - 4 2,990 2.7% Other financial assets 1,649 1,631 - - 1,631 98.9% Trade payables 60,110 268 - 1,884 2,152 3.6% Financial payables financial payables (current portion)

79,138

-

-

355

355

0.4% Short-term provision for risks and charges

4,316

337

-

-

337

7.8%

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31 March 2012 (€/000)

Total Consolidated

Non-consolidated subsidiaries

Associates

Other

related parties

Total

related parties

% incidence

on financial

statements caption

Trade receivables 107,066 1,954 - 27 1,981 1.9% Other financial assets 1,919 1,035 - - 1,035 53,9% Trade payables 63,646 151 - 3,534 3,685 5.8% Financial payables financial payables (current portion)

98,321

-

-

336

336

0,3% Other current liabilities

25,126 - - 13 13 0.1%

Provision for risks and charges

2,832

249

-

-

249

8.8%

Other current tax receivables

30,050

217

-

-

217

0.7%

Loans to non-consolidated subsidiaries Relations with non-consolidated subsidiaries are as follows:

(€/000) Receivables Revenues

31/03/2013 31/03/2012 2013 2012HS Penta Africa Pty Ltd 904 714 409 338Interpump Hydraulics Middle East 1,066 353 333 325Galtech Canada Inc. 321 486 224 333Interpump Hydraulics (UK) 206 - 153 -General Pump China Inc. 173 159 103 160Hammelmann Bombas e Sistemas Ltda 256 198 21 93Syscam Gestione Integrada 60 44 19 16Total subsidiaries 2,986 1,954 1,262 1,265

(€/000) Payables Costs

31/03/2013 31/03/2012 2013 2012Hammelmann Bombas e Sistemas Ltda 220 85 150 63

General Pump China Inc. 36 55 124 94HS Penta Africa Pty Ltd 12 11 - -

Total subsidiaries 268 151 274 157

(€/000) Loans Financial income

31/03/2013 31/03/2012 2013 2012Interpump Hydraulics (UK) 189 - 1 -General Pump China Inc. 107 173 - -Interpump Hydraulics Middle East 105 - 1 -Hammelmann Bombas e Sistemas Ltda 30 29 - -Syscam Gestione Integrada - - 38 28Total subsidiaries 431 202 40 28

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Relationships with associates The Group does not hold investments in associated companies. Transactions with other related parties Transactions with other related parties regard the leasing of facilities owned by companies controlled by current shareholders and directors of Group companies for the amount of 1,088 thousand euro (1,058 thousand euro in Q1 2012), and consultancy services provided by entities connected with directors and statutory auditors of the Parent company for a total of €41 thousand (€21 thousand in Q1 2012). Costs for rentals were recorded under the cost of sales in the amount of €/000 812 (€/000 798 in Q1 2012), under distribution costs in the amount of €/000 219 (€/000 205 in 2012) and in general and administrative expenses in the amount of €/000 57 (€/000 55 in 2012). Consultancy costs of €/000 15 were booked under distribution costs (15 €/000 also in Q1 2012) and of €/000 5 under general and administrative expenses (€/000 26 in Q1 2012).

Moreover, further to the stipulation of building rental contracts with other related parties, the Group has commitments of €/000 8,787 (€/000 13,576 thousand in the first quarter of 2012).

10. Disputes, Potential liabilities and Potential assets The Parent company and several of its subsidiaries are directly involved in several lawsuits in respect of limited amounts. It is however considered that the settlement of said lawsuits will not generate any significant liabilities for the Group that cannot be covered by the risk provisions that have already been created. There were no substantial changes with respect to the situation of disputes or potential liabilities existing at 31 December 2012.

11. Fair value measurements In relation to financial instruments recorded in fair value in the balance sheet, international accounting principles required that said values be classified on the basis of a hierarchy of levels that reflects the significance of the inputs utilized to establish the fair value and subdivided on the basis of the recurrence in their measurement. International accounting standards identify the following levels:

- Level 1 quotations recorded on an active market for assets and liabilities subject to measurement;

- Level 2 inputs other than the listed prices mentioned in the prior point, which are directly (prices) or indirectly (price derivatives) observable on the market;

- Level 3 inputs that are not based on observable market data.

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The following table shows the financial instruments measured at fair value at 31 March 2013, broken down by level.

(€/000) Level 1 Level 2 Level 3 Total

Other financial assets available for sale 12 -

- 12

Total assets 12 - - 12 Derivatives payable: - Plain vanilla forwards - 291 - 291- Interest rate swaps - 529 - 529Total liabilities - 820 - 820

No transfers between levels were carried out in Q1 2013.

All fair value measurements shown in the above table are to be considered as recurrent; the Group did not perform any non-recurrent fair value measurements in Q1 2013.

The fair value of derivative financial instruments is calculated considering market parameters at the date of this interim Board of Directors' report and using the measurement models widely disseminated in the financial sector. Specifically:

- the fair value of plain vanilla forwards is calculated considering the exchange rate and interest rates of the two currencies at 28 March 2013 (last available trading day);

- the fair value of interest rate swaps is calculated using the cash flows discounting method.