Annual Report • Feb 9, 2022
Annual Report
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CONSOLIDATED FINANCIAL STATEMENTS
Pandora A/S Havneholmen 17-19 1561 Copenhagen V Denmark CVR no.: 28505116
LOVES
Pandora is the world's largest jewellery brand. Known by more consumers and crafting more jewellery than any other brand in the industry, we provide affordable luxury to consumers in more than 100 countries.
Made from high-quality materials and with endless possibilities for personalisation, millions of people around the world cherish and collect Pandora to express who they are and what matters to them.
full Annual Report and available at pandoragroup.com/investor/ news-and-reports/annual-reports and at cvr.dk following approval at the Annual General Meeting. Our Annual Report is our detailed annual disclosure relating to company performance, strategy, corporate governance and financial results.
Our Sustainability Report provides detailed information and data on sustainability and our responsible business behaviour. The Sustainability Report serves as our annual Communication on Progress to the United Nations Global Compact and as such is our disclosure in accordance with sections 99(a), 99(b) and 107(d) of the Danish Financial Statements Act. The report is available at pandoragroup.com/sustainability/resources/sustainability-reports.
Our Remuneration Report includes full disclosure of Board and Executive Management remuneration. The report is available at pandoragroup.com/investor/corporate-governance/remuneration-reports.
Chair of the Board of Directors
2021 was a landmark year for Pandora. We completed our two-year turnaround, laid out a path for the future with a new growth strategy and ended the year with record-high revenue. We are now ready to write a new chapter in the story of Pandora.
In the first chapter of Pandora's story, our founders introduced our original charms and bracelet concept, Moments, and focused strongly on product and manufacturing capabilities.
In the second chapter, Pandora built an extensive and profitable global retail network and became the world's largest jewellery maker.
Towards the end of the second chapter, growth started to decline and in late 2018 we initiated Programme NOW – a comprehensive two-year turnaround programme that has revitalised the brand and fundamentally changed how we operate Pandora.
We now have a high-performing online business, our product portfolio is slimmer and more productive, we have increased the use of data and analyses across the business, and our organisation is stronger, flatter and faster.
Pandora is now ready to embark on the third chapter: a chapter of growth. Our new Phoenix strategy is designed to drive sustainable top and bottom-line growth by leveraging our key assets: strong brand awareness, a global distribution network and industry-leading manufacturing capabilities.
We see significant, untapped growth potential within our core business. We have defined four pillars that will be driving our growth. The pillars are rooted in a deep understanding of who we want to interact with, what matters to them and then developing inspiring solutions for all touchpoints.
We have set an ambitious plan for our company. We want Pandora to become the largest and most desirable brand in the affordable jewellery market. And we want to lead on
sustainability in our industry to become a low-carbon and circular business that is also inclusive, diverse and fair.
We are proud of our achievements in 2021 – not least considering the challenging circumstances during the pandemic – and would like to thank all Pandora's employees for their commitment. Our combined efforts have changed the company's course and positioned us well as we enter this new chapter of growth. We would also like to thank our loyal customers and shareholders for their continued trust in Pandora.
ALEXANDER LACIK President & CEO
Moments and Collabs
2021 was a milestone year for Pandora – another year where we took significant steps forward. We successfully completed our two-year turnaround, called Programme NOW. And we launched our new strategy, Phoenix, charting a new chapter of sustainable growth in the years ahead.
In 2021, Pandora delivered its highest ever revenue at DKK 23.4 billion. This corresponds to organic revenue growth of 23% compared to 2020. Exiting 2021, we saw broad-based growth across markets in Q4 and total sell-out reached the highest level ever. Throughout 2021, growth was supported by an extraordinarily strong year in our largest market, the US; growth in our core product platform, Moments; and continued solid performance in our online channel. Furthermore, despite COVID-19 and owing to significant mitigating actions, our production in Thailand and our ability to meet demand were not significantly impacted by the pandemic.
OUR GLOBAL BUSINESS UNITS Share of revenue, % of total
Read more about segment and revenue information in note 2.1
In 2021, our Global Business Unit, Moments and Collabs represented 71% of total revenue and delivered sell-out growth of 20%. Growing Pandora Moments is a key pillar in the Phoenix strategy. The performance of Moments was supported by the launch of Wearing Occasions, such as bag holders and key rings.
Our second-largest platform, Pandora Timeless, represented 17% of total revenue in 2021, delivering sell-out growth of 19%. Timeless is part of Pandora's Global Business Unit Style and Upstream Innovation.
In order to drive incremental revenue growth, "fuel with more", Pandora is launching new product platforms that are within or close to the existing core business. In 2021, we launched
Style and Upstream Innovation
Pandora Brilliance, our first collection of lab-created diamond jewellery, as a pilot in the UK. The aim is to make Brilliance a new platform alongside Pandora Moments and Pandora Timeless by democratising diamonds. Pandora Brilliance will be sequentially rolled out globally from 2022.
At the end of September, we relaunched Pandora ME, which targets a Generation Z mindset. The relaunch saw significant engagement on social media. Pandora ME accounted for 4% of revenue in Q4 2021.
32% share of revenue 71% 29% Our online channel continued to deliver very strong results and almost doubled compared to 2019. Online sales accounted for 26% of total revenue in 2021. Digital plays a key role in our new strategy, both as a foundation and a growth pillar. In most countries, our online store is the largest portal to our brand. Our new digital organisation delivers constant improvements to the customer experience. Tangibly, we note that online conversion continues to improve. We continue to expand our omnichannel features. There is strong consumer interest in Click & Collect in the US, which accounted for 11% of our US online sales in 2021. We recently rolled out Click & Collect in France, Italy, Germany, New Zealand, Canada and Australia.
Read more about our new strategy, Phoenix, on page 17.
OUR CHANNELS
Revenue, DKK, and share of revenue, %
Pandora physical stores
9,945m 42% share of revenue
Pandora online stores
5,977m 26% share of revenue
Wholesale and third-party distribution
7,472m
OUR KEY MARKETS
Our largest market, the US, saw extraordinary growth in 2021. Organic growth compared to 2020 was 58%. There were two principal drivers of growth. Firstly, the entire jewellery segment grew, aided by the stimulus packages introduced to support the economy during the COVID-19 pandemic and the reallocation of consumer spending away from travel and services towards gifting and discretionary goods. Secondly, Pandora outperformed the market, driven by a range of initiatives across online, stores, omnichannel and media.
Pandora continues to see ample growth opportunities in the US in the mid-term, for example through higher brand awareness and network expansion, as presented at the Capital Markets Day.
Our key markets in Europe were impacted by temporary store closures during the early part of 2021 due to COVID-19. As stores reopened, Pandora saw a strong rebound in these markets and delivered encouraging and positive growth in both Q3 and Q4.
UK
16%
DKK 3,314m 14%
2020: DKK 2,960m
Performance in China, Australia and other Asian markets was significantly impacted by COVID-19. Like our key European markets, performance in Australia was positive when stores were open, indicating a healthy underlying business. Due to the continued and widespread COVID-19 restrictions during the second half of 2021, Pandora postponed its planned investment to transform its business in China.
On average, the share of Pandora stores temporarily closed due to COVID-19 was 30% in Q1, 15% in Q2, 5% in Q3 and 3% in Q4. In addition to the temporary store closures, revenue was impacted by other types of COVID-19 restrictions imposed by governments during the year, not least in China.
Our strong brand momentum continued in 2021and Pandora maintained a leading brand position. Pandora's global unaided brand awareness remained well ahead of the closest competitor, and we ranked number one in five out of seven key markets.
Total revenue reached DKK 23.4 billion, corresponding to revenue growth of 24% in local currency. The revenue growth was reflected in an increase in the EBIT margin from 20.4% in 2020 to 25.0%, demonstrating the operating leverage in our business model.
In 2020, Pandora cautiously paused cash distribution to shareholders due to the pandemic. In 2021, Pandora resumed cash distributions. The distributions announced in 2021, including both dividends and share buybacks, totalled DKK 5.5 billion and were distributed to shareholders from May 2021 to February 2022. For 2022, the Board proposes a dividend of DKK 16 per share and a new share buyback programme of DKK 3.3 billion. Read more about our financial performance in our Financial review on page 44.
With the goal of making diamond jewellery accessible to a wider audience, we launched Pandora Brilliance, a collection of sustainably lab-created diamond jewellery. Pandora's diamonds are CarbonNeutral® certified and created using more than 60% renewable energy on average. We also announced that we will no longer use mined diamonds in our products. Lab-created diamonds are identical to mined diamonds, but created in a laboratory rather than extracted from a mine. The collection was initially test launched in the UK, with a sequential global roll-out to begin from 2022.
Read more on page 20.
Following a successful turnaround, we launched our new growth strategy, Phoenix, in May 2021. The strategy targets the significant untapped potential to grow Pandora's existing business and attract new consumers to the brand. Phoenix is based on four growth pillars: brand, design, personalisation and core markets, and aims at delivering sustainable and profitable revenue growth. The revenue growth target for 2021-2023 is 6-8% per annum and an EBIT margin of 25-27% in 2023.
In April 2021, we secured a new EUR 950 million credit facility with an interest rate linked to two of our 2025 sustainability goals: becoming carbon neutral in own operations and using only recycled silver and gold. The new loan is part of our liquidity reserve and connects our capital structure to our sustainability agenda.
In September 2021, we announced that we will halve our greenhouse gas emissions across our own operations and entire value chain of suppliers and business partners by 2030. The target has been approved by the Science Based Targets initiative and is based on an extensive decarbonisation plan across Pandora's business to align with the Paris Agreement and what climate science says is necessary to limit global warming to 1.5⁰C. Pandora has also committed to net zero emissions across its entire value chain by 2040.
Read more about our sustainability efforts on page 26.
To meet expected future demand and diversify our geographical footprint, Pandora announced plans to invest DKK 1 billion in new manufacturing capacity. We will build a new facility in Vietnam, capable of crafting 60 million pieces of jewellery annually. Additional capacity of around 20 million pieces will also be added close to one of our existing production sites in Thailand. This represents a total expansion of our capacity by around 60%. The new crafting facilities are expected to open by the end of 2023 in Thailand and by the end of 2024 in Vietnam.
Switching to low-carbon packaging is important to reduce our greenhouse gas emissions, and in 2021 we introduced new and improved bags and boxes across our stores and online. Without compromising on quality, the new packaging cuts emissions by more than 60%, and because it is made with fewer materials, it is also easier to recycle. Our carrier bags will no longer contain any plastic, and plastic content in jewellery boxes will be reduced by more than 75%. The new designs are expected to reduce Pandora's carbon footprint by 3,600 tCO2e per year, equivalent to the annual emissions of 800 cars or around 1% of Pandora's total emissions.
Pandora initially launched Pandora ME in late 2019. The collection has since been refined to specifically target Generation Z, and in October 2021 a relaunch was initiated with the aim to establish Pandora ME as a new platform. We have combined Generation Z's love of music and fashion to inspire our fans, and the new collection includes many options for customisation, such as a variety of new metals, colours, mini dangles, link chain bracelets and necklaces. Pandora ME accounted for 4% of revenue in Q4 2021.
| DKK million | 2021 | 2020 | 2019 | 20182 | , 2 20171 |
|---|---|---|---|---|---|
| Key financial highlights | |||||
| Organic growth, % | 23% | -11% | -8% | -2% | 11% |
| Organic growth, % vs 20193 | 9% | n/a | n/a | n/a | n/a |
| Sell-out growth, incl. temporarily closed stores, % | 20% | -12% | -8% | -4% | 0% |
| Sell-out growth, incl. temporarily closed stores, % vs 20193 | 7% | n/a | n/a | n/a | n/a |
| Gross margin, %4 | 76.1% | 76.5% | 77.4% | 74.3% | 74.5% |
| EBIT margin, %4 | 25.0% | 20.4% | 26.8% | 28.2% | 34.2% |
| Consolidated income statement (reported) | |||||
| Revenue | 23,394 | 19,009 | 21,868 | 22,806 | 22,781 |
| Earnings before interest, tax, depreciation | |||||
| and amortisation (EBITDA) | 7,838 | 4,999 | 6,148 | 7,421 | 8,505 |
| Operating profit (EBIT) | 5,839 | 2,684 | 3,829 | 6,431 | 7,784 |
| Net financials | -461 | -190 | 1 | 151 | -117 |
| Net profit for the period | 4,160 | 1,938 | 2,945 | 5,045 | 5,768 |
| Financial ratios | |||||
| Revenue growth, DKK, % | 23% | -13% | -4% | 0% | 12% |
| Revenue growth, local currency, % | 24% | -11% | -6% | 3% | 15% |
| Gross margin, % | 76.1% | 75.6% | 72.7% | 74.3% | 74.5% |
| EBITDA margin, % | 33.5% | 26.3% | 28.1% | 32.5% | 37.3% |
| EBIT margin, % | 25.0% | 14.1% | 17.5% | 28.2% | 34.2% |
| Effective tax rate, % | 22.6% | 22.3% | 23.1% | 23.4% | 24.8% |
| Equity ratio, % | 38% | 37% | 24% | 33% | 37% |
| NIBD to EBITDA excl. restructuring costs, x5 | 0.4 | 0.5 | 1.1 | 0.8 | 0.6 |
| Return on invested capital (ROIC), %5 | 59% | 25% | 27% | 53% | 68% |
| Cash conversion incl. lease payments, % | 88% | 183% | 133% | 86% | 68% |
| Net working capital, % of last 12 months revenue | -5.0% | -7.6% | -1.3% | 6.7% | 8.8% |
| DKK million | 2021 | 2020 | 2019 | 20182 | , 2 20171 |
|---|---|---|---|---|---|
| Stock ratios | |||||
| Total payout ratio (incl. share buyback), %6 | 115% | 65% | 147% | 104% | 99% |
| Dividend per share, proposed for the year, DKK | 16.0 | - | 9.0 | 9.0 | 9.0 |
| Dividend per share, paid, DKK | 15.0 | - | 9.0 | 9.0 | 27.0 |
| Earnings per share, basic, DKK | 42.1 | 20.0 | 30.3 | 47.2 | 52.0 |
| Earnings per share, diluted, DKK | 41.7 | 19.9 | 30.1 | 47.0 | 51.8 |
| Consolidated balance sheet | |||||
| Total assets | 18,542 | 19,984 | 21,571 | 19,244 | 17,428 |
| Invested capital5 | 9,884 | 10,540 | 14,268 | 12,071 | 11,369 |
| Net working capital | -1,181 | -1,447 | -293 | 1,536 | 2,008 |
| Net interest-bearing debt (NIBD)5 | 2,882 | 3,151 | 9,019 | 5,652 | 4,855 |
| Equity | 7,001 | 7,389 | 5,249 | 6,419 | 6,514 |
| Consolidated statement of cash flow | |||||
| Cash flow from operating activities | 6,228 | 5,975 | 6,775 | 6,624 | 6,606 |
| Capital expenditure – total | 641 | 491 | 822 | 1,129 | 1,388 |
| Capital expenditure – property, plant and equipment | 341 | 369 | 556 | 753 | 946 |
| Free cash flow incl. lease payments | 5,137 | 4,908 | 5,075 | 5,558 | 5,294 |
| Sustainability | |||||
| Scope 1, 2 and 3 emissions, mtCO2e7 | 277,450 | 266,075 | 296,777 | n/a | n/a |
| Recycled silver and gold, total, %8 | 54% | 57% | 60% | n/a | n/a |
| Leadership gender ratio, female/male, %9 | 23/77 | n/a | n/a | n/a | n/a |
1 Figures have been restated to reflect the adoption of IFRS 15.
2 Comparative figures have not been restated following the adoption of IFRS 16 Leases.
3 Revenue performance compared with 2020 was heavily distorted by COVID-19, as both years were impacted by store closures. Pandora has therefore added two supplementary growth KPIs vs 2019 to provide a cleaner view on the performance: Organic growth vs 2019 and Sell-out growth vs 2019. These two KPI's will
be removed from 2022 onwards. 4 2019 and 2020 figures exclude Programme NOW restructuring costs.
5 For 2017, Invested capital and NIBD have been restated due to immaterial reclassifications. Consequently, NIBD to EBITDA and ROIC have been recalculated.
6 Excluding sale of treasury shares amounting to DKK 1.8 billion in Q2 2020.
7 Within limited assurance scope, measured in mtCO2e (metric tons of carbon dioxide equivalent). The Scope 2 emissions are calculated as market-based emissions.
8 Within limited assurance scope. As a requirement of our sustainability-linked credit facility, we have decided to report the actual percentage of our recycled silver and gold total.
9 Leaders from Vice President positions and up, incl. the Board.
The Phoenix strategy aims to deliver sustainable and profitable growth. And in 2021 Pandora delivered on that promise. In 2022 Pandora expects to continue the journey and deliver solid organic revenue growth – confirming that the company is back on the growth track.
Pandora targets an organic growth of 3-6% and an EBIT margin of 25.0-25.5% in 2022. This includes expected headwinds when comparing to the unusually high US growth in 2021 and expected negative impact from COVID-19, especially in Q1 2022.
Given that the US constituted 30% of revenue in 2021 and given the unusually high growth in 2021, the guidance is based on certain assumptions about the growth in the overall US jewellery market. The guidance is also based on certain assumptions about the COVID-19 impact in 2022. The key assumptions behind the organic growth is illustrated to the right.
Pandora's guidance for 2022 is best understood by looking at the US and Rest of world separately. In 2022, Pandora assumes that the general US jewellery market will decline
10-20%, following the very strong growth in 2021. Pandora expects to continue outperforming the general US market – as has been the case for the last several quarters – and deliver organic growth in 2022 between high single-digit negative and slightly positive.
It should be noted that if Pandora's US revenue declines by a high single-digit percentage in 2022, it still equals an organic growth CAGR in the low teens compared to 2019.
Additionally, the low end of the 2022 guidance range assumes that COVID-19 will continue to impact performance negatively and mainly in Q1 (high single-digit percentage negative impact in Q1 2022, corresponding to a low single-digit percentage negative impact for the full year). This is obviously associated with uncertainty.
As a global brand, Pandora's financial performance is subject to changes in the macroeconomic environment, consumer behaviour as well as geopolitical unrest. Pandora sees greater uncertainty than usual around these factors in 2022. In addition, the guidance for 2022 does not assume further material COVID-19 outbreaks later in 2022 or major disruptions in the supply chain.
| 2022 ORGANIC GROWTH ASSUMPTIONS Directional and indicative |
3% | 6% |
|---|---|---|
| COVID-19 | Low single-digit negative impact |
No to very limited negative impact |
| Pandora US | Negative mid- to high single-digit |
Flat to slightly positive |
| Pandora Rest of world | Positive high single-digit | Positive high single-digit |
Pandora aims to continue to expand its EBIT margin and targets an EBIT margin of 25.0-25.5% in 2022. The building blocks in the guidance are illustrated in the bridge.
In 2021, a number of non-recurring factors positively impacted the EBIT margin by 0.5%. Pandora received DKK 152 million in government support and DKK 56 million in rent concessions, positively impacting the EBIT margin by 0.9%. This was partly offset by non-recurring costs of around DKK 100 million related to write-off of IT assets and a larger bonus pool in Q4 2021 dragging down the EBIT margin by 0.4%. Adjusting for these non-recurring impacts, the underlying EBIT margin in 2021 was 24.5%.
The margin expansion in 2022 is driven by operating leverage. Where Pandora will land within the 25.0-25.5% range, will depend primarily on the revenue performance. As in prior years and in line with normal seasonality, Q4 is expected to be the most profitable quarter of the year by far.
Current foreign exchange rates, if unchanged, are estimated to favourably impact the EBIT margin in 2022 by approximately 0.5% compared to 2021. This is offset by a negative impact from commodities, mainly silver prices, of approximately -1.0%.
CAPEX for 2022 is expected to be around 6% of revenue (2021 actual: 3% of revenue). The increase is among others due to opening of new stores and expansion of manufacturing capacity. The guidance for the store network development is net 50-100 concept store openings (2021 actual: 71 net closures) while other points of sale is expected to increase by net 50-75. The effective tax rate is expected to be 23-24%, up from 22-23% in prior years. The increase is
related to among others increased withholding taxes on dividends upstreamed to the Parent Company and non-deductible expenses related to China and Panama.
Pandora reconfirms its targets communicated at the Capital Markets Day in September 2021. Pandora targets organic growth of 5-7% CAGR from 2021 to 2023 and 25-27% EBIT margin in 2023. As a consequence, the absolute revenue target in 2023 is raised from DKK 24.8-26.2 billion to DKK 27.0-28.1 billion.
At the end of December 2021 and following another year of strong cash generation, Pandora's leverage was only 0.4x NIBD to EBITDA, below our capital structure policy of 0.5-1.5x. During 2021, Pandora paid extraordinary dividends of total DKK 15 per share. In addition, from 5 May 2021 to 4 February 2022, Pandora bought back 4.8 million shares at an average price of around DKK 829 equivalent to a total value of DKK 4.0 billion.
Based on the strong results for 2021, Pandora continues distributions to shareholders with a proposed dividend of DKK 16 per share and a new share buyback programme of DKK 3.3 billion.
Cash distribution to the shareholders is, by law, limited to the amount of the free reserves in the Parent Company. As of 31 December 2021, free reserves in the Parent Company amounted to DKK 7.5 billion.
Disclaimer: the guidance contains forward-looking statements, which include estimates of financial performance and targets. These statements are not guarantees of future performance and involve certain risks and uncertainties. Therefore, actual future results and trends may differ materially from what is forecast in this report due to a variety of factors, please also refer to the full disclaimer on page 93.
| FOREIGN EXCHANGE AND COMMODITY ASSUMPTIONS AND IMPLICATIONS |
Average 2021 |
Average 2022 |
Financial impact 2022 Y-Y |
|---|---|---|---|
| USD/DKK | 6.29 | 6.67 | |
| THB/DKK | 0.20 | 0.20 | |
| GBP/DKK | 8.39 | 8.95 | |
| CNY/DKK | 0.98 | 1.05 | |
| AUD/DKK | 4.72 | 4.70 | |
| Silver/USD (per ounce) | 21.1 | 24.9 | |
| Revenue (DKK million) | Approx. 700 | ||
| EBIT (DKK million) | Approx. 100 | ||
| EBIT margin (FX) | Approx. 0.5% | ||
| EBIT margin (Commodities) | Approx. -1.0% |
Throughout history, humankind has shared feelings of happiness, love, pride and belonging. This need for selfexpression lies at the heart of connecting with our partners, friends, family and many others, and it is the essence of our jewellery. That is why Pandora is a story about touching the lives of hundreds of millions of people. Every day, people express who they are and what matters to them with their Pandora jewellery.
People of all backgrounds buy Pandora jewellery. In fact, it is not possible to define a typical customer by age, income bracket or other demographics, but rather a desire to express emotions for passions, places and people through their jewellery. If we look at our key markets, a Pandora customer generally owns more than ten pieces of Pandora jewellery.
Most Pandora wearers are women, but more than half of our customers are in fact men who buy jewellery as gifts for their loved ones. Research shows that women often influence the choice of gifts. Around half of presents are bought after a 'hint' from a woman.
The Pandora brand is accessible to people at all stages of life, and there is a fairly even split across age groups. In the coming years, Generation Z and Millennials are expected to be key growth drivers representing more than 60% of personal luxury goods consumption by 2026, so Pandora is increasing its investments in this target group. We already enjoy a fairly strong position among women in the 18-34 age bracket, who represent 44% of Pandora owners today.
"I treasure how I can express myself through Pandora. It symbolises me. My 'Wonder Woman' engraving makes me feel strong and reminds me to keep dreaming big and stay true to myself."
REBEKAH Pandora wearer for 18 years
that represents me and what I want to give to the world. My beloved Queen Bee charm symbolises being the queen in my own life and standing tall in who I am."
DESTINEE Pandora wearer for 3 years
Every day, millions of people express who they are and what matters to them with their Pandora jewellery. Whether it is a display of friendship or romance, or a love for art, gardening or our planet. Our jewellery is a way to show these loves. That is our purpose: We give a voice to people's loves.
In May 2021, Pandora completed its two-year turnaround programme, Programme NOW, and introduced a new growth strategy, Phoenix.
Programme NOW has stabilised Pandora's top line while maintaining our industry-leading profitability. The programme has strengthened the foundation of Pandora and continues to do so.
Phoenix builds on our strong foundation and centers on the significant untapped opportunities in Pandora's core business. The gross list of opportunities is rich and we have deliberately prioritised the most important ones to stay focused. The strategy has four pillars aiming at delivering sustainable and profitable revenue growth: brand, design, personalisation and core markets.
To succeed with our strategy, we rely on our strong foundation:
People — We work as a world-class team leveraging our global presence. Our operating model enables us to deliver a strong and consistent customer shopping experience while we
constantly refine our ability to work as one global company with one brand expression, shared processes and clear roles. We strive to create a healthy performance culture powered by innovative digital solutions.
Read more about people on page 24.
Digitalisation — The solid digital foundation we are building will enable us to deliver on our strategy. This includes our new digital powerhouse in Copenhagen, more use of data and advanced analytics in everything we do, modern IT solutions, and many other aspects of digitalising our business.
Sustainability — We believe high-quality jewellery, strong business performance and high ethical standards go hand in hand, and we craft our jewellery with respect for resources, environment and people. Our ambition is to be an industry leader in sustainability as we strive to become a low-carbon and circular business that is also inclusive, diverse and fair with a positive impact across our entire supply chain.
Read more about sustainability on page 26.
Phoenix builds on our strong foundation and is focused on the significant untapped opportunities in Pandora's core business.
Excellence — We will continue to improve our operational excellence, leveraging our profitable store network while at the same time continuing the cost-conscious mindset which we demonstrated through Programme NOW.
Scale — Pandora is the largest jewellery manufacturer in the world, and we will continue to strengthen this part of our organisation to benefit from our scale. Through an integrated and sustainable supply base we will enable consumer-centric, innovative products while at the same time driving continuous optimisation of cost, quality and service.
Pandora is a global affordable luxury brand that enjoys a high level of consumer awareness, strong brand equity, and a loyal customer base. Our global brand tracker surveys show that consumer perception mirrors our brand promise, and Pandora scores higher than category average on key attributes that drive brand desire, such as "help me to express my personality".
To ensure that Pandora also wins the hearts of the new generations, we will continue our efforts to increase brand desirability. We use behavioural science, data analytics and social listening to understand our consumers, as we aim to create engaging, authentic and culturally relevant brand experiences across all touchpoints, including products, campaigns, stores, selling ceremony, online and more.
We have increased our media investments significantly in the last three years, and we will continue to invest at a competitive level to maintain brand awareness leadership in today's complex and fragmented media landscape.
Pandora Moments, home of our iconic snake chain bracelet and more than 12 different jewellery themes, is the core of our business and allows for self-expression, modern storytelling and collectability. We also collaborate with well-known brands to create jewellery with characters and icons from universes like Harry Potter, Star Wars (TM) and Disney. In total, Moments and Collabs accounts for 71% of revenue.
Style and Upstream Innovation To fuel our brand with incremental growth, The Pandora we offer our consumers additional collections.
The elegant designs from Pandora Timeless (17% of revenue) have a modern twist and include Pandora Timeless Wish with its wishbone motifs, and the distinct mesh bracelets from Pandora Reflexions.
Pandora ME (3% of revenue) pays tribute to a Generation Z mindset in a uniquely bold and customisable link chain design and styling accents to reflect every side of your personality.
Another collection is Pandora Signature (9% of revenue), characterised by the Pandora logo, pavé, heart motifs and geometric linear beauty.
Pandora Brilliance (0.2% of revenue) seeks to democratise diamonds by using sustainably lab-created diamonds elevated in designs of floating and unique shapes lending a stand-alone luxurious expression.
71%
Moments and Collabs Share of revenue 2020: 71%
29%
Style and Upstream Innovation Share of revenue 2020: 29%
Growth pillar 2: Design
Pandora has three clear design priorities: drive the core (Moments), fuel the brand with more platforms, and establish dedicated support models for each platform.
Pandora's original charms and bracelet offering, Moments, has formed the basis for the company's success over the past two decades, and today Moments and Collabs jewellery accounts for 71% of total revenue. Pandora sees an opportunity to continue growing the Moments business by ensuring a strong pipeline of innovation behind charms and charms carriers, personalisation and collaborations. Combined with commercial focus and visibility this will ensure we build on our core strength.
To fuel the brand with more, Pandora will add new product platforms to its assortment, such as Pandora ME and Pandora Brilliance. These new brand universes will be designed to target specific consumer segments, and we view them as lowrisk opportunities. For all new platforms, the aim is to drive incremental growth and reach at least 5% of revenue. When going to market, Pandora will introduce new platforms in steps to test, learn and adjust before potentially scaling up.
Both our core business and our new platforms will have dedicated support along the full value chain, from creation to purchase. Rather than leaving new products a few weeks after launch, we will continue to leverage their potential across the year.
One of our key strengths at Pandora is our direct relationship to millions of consumers. This connection provides rich insights that can help the company offer a better and more personalised service throughout the whole customer journey. The aim is to provide a more relevant and customised omnichannel shopping experience across stores and online. The company is currently
testing a new store concept to support further personalisation. The first three stores under the new concept were launched for testing in the UK, Italy and China in late 2021.
Read more about our omnichannel efforts on page 32.
Pandora sees ample opportunities to grow its core markets. The highest potential for growth is in the US and China, where the network footprint is underpenetrated. Additionally,
the Pandora brand is not as strong as in the UK, Italy and Australia, and we see potential to drive revenue growth through higher brand awareness. The long-term ambition is to double revenue in the US and triple revenue in China using 2019 as a baseline. Markets like France and Germany also represent opportunities for growth, as brand awareness is also lower in these markets than in the UK, Italy and Australia.
Read more about our focus on the US and China on page 23.
piece collection, including rings, pendant and necklaces, bracelets, open bangles and earrings
+60%
of the energy used to create the lab-created diamonds on average comes from renewable sources
In 2021, Pandora introduced Pandora Brilliance, a jewellery collection featuring lab-created diamonds. The 36-piece collection includes rings, pendant and necklaces, bracelets, open bangles and earrings, each carrying a solitaire labcreated diamond hand-set within sterling silver, solid 14K yellow gold or solid 14K white gold. With Pandora Brilliance, Pandora aims to make diamond jewellery accessible to a wider audience by offering affordable, sustainably created products.
"The use of lab-created diamonds is new territory for Pandora. They are as much symbols of innovation and progress as enduring beauty, and the collection is testament to our ongoing and ambitious sustainability agenda. Diamonds are not only forever, but for everyone," says Stephen Fairchild, Chief Product Officer.
Lab-created diamonds are identical to mined diamonds but created in a laboratory rather than extracted from a mine.
They have the same optical, chemical, thermal and physical characteristics and are graded by the same standards known as the 4Cs – cut, colour, clarity and carat – before being set within the Pandora Brilliance collection.
Pandora Brilliance was initially launched in the UK in order to test and learn. The test proved to be important and resulted in a range of adjustments to the go-to-market model for Pandora Brilliance. In November 2021 it was decided to initiate a step-wise global launch from 2022. The aim is to reach minimum 5% of global revenue and establish Pandora Brilliance as a new collection for the company alongside Pandora Moments, Pandora Timeless, Pandora Signature and Pandora ME.
Pandora's diamonds are CarbonNeutral® certified and created using more than 60% renewable energy on average. We aim to reach 100% when we begin to sequentially roll out globally from 2022.
In the last decade, the global jewellery market has grown 4% per annum1 to a total forecasted value of more than DKK 2,000 billion in 2021. The market remains highly fragmented, and although global brands are growing faster than the overall market, they still make up a relatively small share. The business landscape is currently undergoing dramatic changes, some of which have been accelerated by COVID-19. Four major industry trends are of particular relevance to our Phoenix strategy.
1 Euromonitor data 2009-2019 – weighted market development with Pandora sales for top-10 markets.
Four major industry trends are of particular relevance to our Phoenix strategy.
One of the fundamental shifts in consumer behaviour is the demand for personalised products, services and interactions. As an example, 70% of consumers expect companies to deliver personalised interactions. In recent years, global brands have implemented more personalisation at consumer touchpoints across physical and online channels. Investments in machine learning and data analytics to increase the relevance of customer interactions are paying off.
Pandora wants to create a highly personalised experience for shoppers across channels. One important ingredient to be able to do that is data. In 2020, we ran a first pilot on personalised newsletters and banners to analyse the impact on our customers. In 2021, we scaled our personalised newsletter to eight key markets (the US, Australia, France, Germany, Italy, the UK, the Netherlands and Poland), and we started onboarding Spain in Q4 2021. In 2021, we sent 65 million emails with personalised product recommendations. The clickto-open rate increased by 50% compared to our standardised newsletters.
COVID-19 has accelerated the ongoing shift to digital as more consumers choose to shop from home. In 2021, online jewellery retail sales increased by 9% globally. Brands responded with digital innovations to bring the in-store experience online, such as virtual fitting rooms aided by augmented reality and online shopping events. It is believed this trend will continue: 50% of customers prefer flexible shipping and fulfilment options such as Click & Collect.
We have invested significantly in digital capabilities in recent years. We have established a strong Digital Hub with talent from around the world, and we are moving our online stores to a new and unified architecture and code base, which will make them easier to upgrade. Many of the digital initiatives we developed in response to COVID-19 have proven successful and will become permanent features. In 2021, visitors to pandora.net were 47% more likely to buy, if they used the Virtual Try-On feature. Pandora will continue to enhance the digital experience with new features such as an upgraded gift finder, a Pandora ME bracelet builder, online engraving, and continued roll-out of Click & Collect.
Consumers are increasingly willing to change their purchasing habits to reduce environmental impact, and brands must embrace sustainability to win the trust of younger consumers. Purchases of fine jewellery influenced by sustainability considerations are expected to increase significantly over the coming years. The COVID-19 pandemic has arguably generated even greater interest in social responsibility initiatives, notably related to safeguarding the health and safety of customers, employees and local communities.
Pandora has taken an industry lead by demonstrating how sustainability can be integrated across all activities, from source to sale. We have set ambitious targets to become a low-carbon and circular business that is also inclusive, diverse and fair. We also continue our partnership with UNICEF to support their work with children, especially girls, around the world through learning and skills development, rights awareness and gender equality activities. In 2021, we received the highest ranking in MSCI's annual sustainability rating for the sixth consecutive year.
Read more about our sustainability efforts on page 26.
The high street environment continues to change and has also had to adapt to social distancing and safety guidelines due to COVID-19. Customers have become more purposeful when visiting stores, leading to a decrease in shopping traffic, less patience for queues, and higher demand for an efficient experience.
While there has been a notable shift to online shopping due to COVID-19, physical retail is expected to continue to play a significant role in the way consumers shop, and the pandemic could be a catalyst for change. For example, brands experiment with creating modular spaces that can be used for retail as well as events.
Pandora has more than 27 million store transactions yearly, and physical retail remains central to meet our customers' shopping preferences. In 2021, we redeveloped our selling ceremony to focus not only on the physical store, but also online. In addition, we trained our teams to support new collections such as Pandora ME and, in the UK, Pandora Brilliance.
We have launched new and advanced in-store tech, providing store colleagues with more mobile points of sale, including digital queuing management systems to benefit an efficient customer journey. To further drive traffic and conversion, we are developing a new store concept, and late 2021 we started testing a pilot in Italy, the UK and China. We have also installed engraving machines in most of our stores in North America to enable even more personalised jewellery.
Read more about our omnichannel initiatives on page 32.
The Phoenix strategy identifies significant growth opportunities for Pandora. We are focused on the core markets and our long-term ambition is to double the business in the US and triple the business in China versus 2019.
Pandora's position in these two markets is very different, and we have a tailored plan for each market.
To unlock our full potential in the US, we will fuel brand momentum, enhance product offering, drive strategic network expansion, and build out a superior omnichannel journey and fulfilment through a more cohesive presence. We want to create longer-lasting relationships with both existing and new customers, with particular focus on Generation Z. Pandora is also investing in the product offering, optimising assortment to be relevant to the US consumer. We are expanding our store network in areas where our presence and awareness are low. Lastly, advancing and enhancing our new omnichannel features continues to be a priority in the US.
To grow Pandora in China, the world's largest jewellery market, we have a comprehensive two-phase plan. First, Pandora will solidify the brand by establishing the core proposition of collectability, affordability and selfexpression. This work involves many areas of the business, including a redesign of our marketing communication to make it more relevant, a transformation of our customer experience online and offline to make it more meaningful, and an optimisation of our product assortment and commercial calendar to better engage Chinese consumers. As the first phase gains traction, we will launch the second phase of growing our store network.
Both the US and China plans have a common, key element: our people. Having the right teams in our markets and supporting functions is critical to fuel our ambitions. We have therefore been investing in recruitment and internal development to bring on board and retain world-class talent.
Building an agile organisation, cultivating top talent and a healthy performance culture and creating an industry-leading sustainability position all help drive future growth.
Since 2020, we have redefined the way Pandora operates and built an organisation that balances art and science with the capabilities to deliver results. As the glue across our value chain, we have set up two Global Business Units responsible for developing and marketing our products. This helps us base product decisions on consumer insights and data. To bring leadership closer to customers and ensure strong execution, we have flattened our organisation and connected our Global Office directly to each of our nine trading clusters. We have also transformed our supply organisation to align with the new Global Business Units and increase speed and agility. To accelerate our digitalisation journey, we have established a powerful Digital Hub.
The talent we put into the organisation is just as important as the structure. This is why we want to drive world-class talents to perform and grow their careers and future-proof our performance.
Over the past two years, we have undertaken a massive retooling of Pandora and successfully attracted talent from across the global jewellery industry and leading global companies. We welcomed more than 700 new office colleagues in 2021. We also enrolled 170 top leaders on our new Chief Talent Officer Programme to strengthen their development and create a solid succession pipeline for the years to come. Leveraging synergies across a combined people and sustainability agenda, our work is focused on five key areas, underpinned by an advanced digital platform.
| Innovative & agile organisation |
World-class talent |
Healthy performance culture |
Empowering & transformational leadership |
Sustainability leader |
|---|---|---|---|---|
| Digital platform |
700+
FIVE INTEGRATED PEOPLE AND SUSTAINABILITY PRIORITIES
top leaders enrolled on our new Chief Talent Officer Programme
To foster a healthy working environment that empowers our people to deliver, we have redefined our way of working globally. In 2021, we launched a new set of growth-oriented company values: We Dream, We Dare, We Care, We Deliver.
We have introduced a consistent approach to goal-setting and performance evaluation that aligns with our new strategy and values. Combined with incentive programmes that drive shareholder value, we now have a complete framework for a healthy performance culture.
To track how this translates into employee advocacy, we have set Employee Net Promoter Score, a measure of employee sentiment, as a core KPI for the company. In 2021, our Employee Net Promoter Score averaged 38%, which is satisfactory given the many changes and transformation initiatives during the year.
To drive transformational and courageous global leaders who inspire and empower their colleagues, we have professionalised our leadership standards. Based on this, we will launch our first global leadership development programme in early 2022.
To track and guide leadership development, we have introduced Leadership Effectiveness Score as another core company KPI. In 2021, we scored 8 out of 10, which is an especially strong result considering the significant changes to the company's leadership over the past two years.
An employee survey also showed a strong understanding of the new long-term direction for Pandora, scoring 8 out of 10 on whether the new strategy and values have been 'well communicated to me'.
TENURE 36% 0–1 yrs 13% 1–3 yrs 22% 3–5 yrs 29% +5 yrs
Employee Net Promoter Score
Leadership Effectiveness Score
in employee understanding of new strategy
As part of our Phoenix growth strategy, we have set out to take industry leadership in sustainability and be a positive force for change. Our work is based on recognised international standards and tools, such as the United Nations Sustainable Development Goals, the United Nations Guiding Principles on Business and Human Rights, and the Paris Agreement on Climate Change.
We work on three strategic priorities within sustainability, and in 2021 we set new and increased ambitions for each area.
Transitioning to a low-carbon economy is now a major, global driver of change in society and business, and in 2020, Pandora committed to become carbon neutral in its own operations by 2025. In 2021, Pandora increased this ambition and announced a commitment to cut its emissions by 50% across its own operations and entire value chain of suppliers and business partners by 2030 and be net zero by 2040.
The new target to halve our emissions, one of the most ambitious in the jewellery industry, has been approved by the Science Based Targets initiative and aligns with the Paris Agreement and what climate science says is necessary to limit global warming to 1.5₀ C.
Read our full sustainability disclosure, cf. section 99(a), 99(b) and 107(d) of the Danish Financial Statements Act, in our Sustainability Report 2021 available at our website: pandoragroup.com/sustainability/resources/sustainability-reports.
| TOPIC | TARGET | PROGRESS TO DATE | STATUS |
|---|---|---|---|
| Low-carbon business | |||
| Use 100% renewable energy at our crafting facilities. | Achieved via the purchase of Renewable Energy Certificates and onsite solar generation. |
Achieved | |
| Set a science-based 1.5°C aligned target to reduce carbon emissions across our full value chain by 2021. |
Target was approved by the Science Based Targets initiative in 2021. |
Achieved | |
| Reduce our greenhouse gas emissions by 50% by 2030 from a 2019 baseline (Scopes 1 , 2 and 3). To achieve this, we will: • become carbon neutral in our own operations by 2025, reducing emissions by at least 90% from a 2019 baseline (Scopes 1 and 2). Carbon removal mechanisms and off |
In 2021, we continued to purchase Renewable Energy Certificates, reducing the Scope 2 market based emissions of our crafting facilities and part of our retail operations by 58% since our baseline year of 2019. |
On track | |
| sets will balance out any remaining emissions; • reduce value chain emissions by 42% by 2030 from a 2019 baseline (Scope 3). |
Informed suppliers about upcoming Supplier Engagement Programme on climate change. |
||
| Achieve net zero emissions by 2040. | Roadmap under development. | Target set | |
| Circular innovation | |||
| Use only recycled silver and gold in our jewellery by 2025. | In 2021, 54% of silver and gold in our products came from recycled sources. Secured increased certified volumes and began piloting a third-party audit mechanism for end-to-end traceability. |
On track | |
| Inclusive, diverse and fair | |||
| Create an inclusive workplace and increase the share of underrepresented groups by 2025. |
Roadmap under development. | Target set | |
| Achieve gender parity in leadership by 2030. | Roadmap under development. | Target set | |
| Reflect societal diversity in our market communications by 2025. |
Roadmap under development. | Target set |
Emissions from refrigerants and fossil fuels used at Pandora's facilities.
Emissions from electricity and heating used at Pandora's facilities.
Emissions from other sources outside of Pandora's own operations:
Raw materials such as gold, silver, cubic zirconia, and other metal alloys as well as production materials like gypsum and enamel.
Media spend across all channels ranging from TV campaigns to digital ads and email marketing.
Fuel- and energy-related activities, business travel, employee commuting, water supply,
Transportation and distribution of Pandora jewellery, including inbound logistics, outbound logistics and third-party distribution.
Pandora franchises, wholesalers, and other points of sale which are not directly owned by Pandora.
Outsourcing services, hardware, telecom data, and IT consultants.
7% Packaging & point-of-sale materials Bags, boxes, printed materials, campaign items, displays and trays, and other types of packaging.
Various machines, crafting equipment and furniture in stores.
Reduce our greenhouse gas emissions by 50% by 2030 from a 2019 baseline, across our own operations and entire value chain of suppliers and business partners (Scopes 1, 2 and 3).
To achieve this target we will:
We are committed to transparent climate reporting and submit an annual survey response to CDP (formerly known as Carbon Disclosure Project), which monitors and compares corporate climate performance. We report according to the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). Read more in our Sustainability Report 2021.
The main components in Pandora's products are silver, gold, copper, palladium and man-made stones, and, in significantly smaller volumes, leather, polyester and glass.
Mining for precious metals and gemstones is an energyintensive process and may also be linked to human rights risks. In 2021, Pandora stopped buying mined diamonds and switched to lab-created diamonds which are created using mainly renewable energy.
Pandora is committed to both reducing its carbon footprint related to materials sourcing and mitigating the risk of causing, contributing or being linked to adverse human rights impacts. Recycled metals have a much lower carbon footprint than newly mined metals. For example, the emissions for recycled silver are one third compared to mined silver.
Use only recycled silver and gold in our jewellery by 2025
This shift will allow Pandora to save 37,000 tCO2e a year. In 2021, we saw a small decrease in the share of recycled silver and gold used from 57% in 2020 to 54%. As our production volumes grew by 17%, lead-times required for sourcing recycled metals were unable to keep pace with our increased demand. We are still on track to reach our target of using only recycled silver and gold by 2025.
We will use the Responsible Jewellery Council Chain of Custody standard to source recycled silver and gold. The standard adheres to a strict definition of what recycled means. In 2021, we began piloting an audit mechanism with third-party auditors to ensure our suppliers meet our strict requirements and to establish end-to-end traceability.
Ensuring an inclusive, diverse and fair culture is a key pillar of our sustainability programme. We respect the human rights of everyone whose lives we touch directly or indirectly, including employees, franchisees, consumers, suppliers and their workers and local communities.
Our commitment to equal rights and opportunities for all is reflected in our policies and programmes. In 2021, we updated our Human Rights Policy, Supplier Code of Conduct and Responsible Sourcing Policy. We also made progress on laying the foundations for a human rights programme across our business, which includes a commitment to conduct proactive due diligence in line with the United Nations Guiding Principles on Business and Human Rights. This is also instrumental in preparing Pandora for the upcoming EU legislation on mandatory due diligence.
We aim to secure an inclusive workplace for all employees, achieve gender parity in our leadership, and reflect societal diversity in our consumer engagement.
1/3 women in leadership by 2025 and full gender parity no later than 2030, and a workforce with a proportionate share of underrepresented groups.
23% of our leaders (Vice President and above) are women. This is on par with the average for companies in Denmark. As we work towards gender parity, we will ensure that all hires and promotions at top leadership levels will happen with gender balance.
Three out of seven members on our Board of Directors are women. This is above average for large publicly listed Danish companies. On our Executive Leadership Team, one out of eight members is a woman.
For underrepresented groups, work still remains on establishing a baseline as there are regulatory challenges in obtaining relevant data in several geographies.
Roadmap is under development and will be finalised in 2022.
30% of our brand ambassadors in our global communication are from underrepresented groups. Roadmap is under development and will be finalised in 2022.
Providing children and young people across the globe with opportunities to learn, express themselves and find work in the future is another important aspect of our work as an inclusive and fair company. In 2021, we donated USD 2.4 million to UNICEF as part of our ongoing partnership. We raised the funds primarily through two campaigns under the concept of 'Charms for change' where a portion of the purchase price of each charm sold is donated to UNICEF. Since 2019, Pandora has donated a total of USD 5.8 million to UNICEF.
Pandora supports UNICEF's programmes to fund learning and skills development, rights awareness and gender equality activities in Burundi, China, Nepal, Guatemala and Serbia. In addition, 50% of our donation is allocated to support UNICEF's ongoing work with children exposed to conflict, diseases, natural disasters and other situations that threaten their safety and well-being.
In 2021, Pandora was successfully recertified under the Responsible Jewellery Council's Code of Practice. The certification requires documentation of good business practices and covers:
responsible supply chain, human rights and due diligence;
Pandora supports and aligns its approach with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. All silver and gold used to craft our jewellery comes from certified responsible sources according to the Responsible Jewellery Council Code of Practice or London Bullion Market Association Good Delivery Rules.
In addition, Pandora works with areas such as responsible marketing and consumer privacy in order to be recognised as a responsible company.
of branding content budget spent with producers owned by women or underrepresented
30%
groups.
EUR
950m
revolving credit facility with borrowing costs linked to progress on becoming carbon neutral in own operations and using only recycled silver and gold by
2025.
Pandora carefully monitors and assesses potential risks to the company on an ongoing basis.
Pandora's enterprise risk management is focused on identifying risks early, assessing them candidly, and taking actions to mitigate them so they will not prevent the company from achieving its business objectives. We see a well-functioning risk management process as key to maintaining and building Pandora's position as the world's largest jewellery brand. Pandora's Chief Financial Officer heads up the company's Risk Management Board, which consists of senior management representatives from across our value chain. All areas of our business are required to report their most significant
risks to the Global Insurance & Risk Office, along with assessments of those risks and an overview of implemented mitigations and next milestones. To read more about our enterprise risk management efforts, please visit pandoragroup.com.
The Board of Directors reviews and discusses the key risks that could threaten our business model or the future performance, solvency or liquidity of Pandora. The key risks and our responses to them are further described on the following pages. The key risks do not represent all the risks associated with our business. Other risks not presently identified or those currently deemed to be less material may also have an adverse effect on our business.
It is widely acknowledged that climate change and associated impacts, both social and environmental, are some of the most pressing societal issues of our time. We understand the need to prepare for the risks that will arise from changing weather patterns, rising sea levels and other climate impacts. We have taken initial steps and will expand on these in the future.
As recommended by the Task Force on Climaterelated Financial Disclosures, we will conduct a climate change scenario analysis in 2022 to identify short-, medium- and long-term risks in our production and supply chain so that we can ensure a steady supply of our products.
| AREA | DESCRIPTION | RISK | MITIGATION |
|---|---|---|---|
| Brand and product relevance |
As a large, global brand, the strength and integrity of our brand is a fundamental asset. It is important that our product offerings remain relevant to our customers. |
A lack of brand or product relevance constitutes a significant business risk that could result in lower traffic to our stores and online shopping sites and reduce revenue. |
• Create consumer-centric innovation, fuelled by consumer insights and rigorous testing • Build brand awareness through competitive media investments • Strengthen capabilities within data analytics and technology • Deliver 360 degree brand experience across all consumer touchpoints online and offline • Continue monitoring trademarks and patents and fighting infringements. |
| Brand access | We sell our products globally and rely on a strong channel network and solid insights to engage with consumers in their preferred marketplace. A personalised and unique shopping experience is important for developing customer loyalty. |
Not being able to engage consumers and provide them with a relevant omnichannel shopping experience can result in a decline in revenue. |
• Engage store associates by redeveloping the selling ceremony and focusing on training programmes • Strengthen focus on personalisation of shopping experiences across channels • Invest in improving digital and omnichannel customer experiences • Continuously optimise the store network by relocating, opening and closing stores • Develop and test new store concept. |
| AREA | DESCRIPTION | RISK | MITIGATION |
|---|---|---|---|
| Pandemics, including COVID-19 |
Continued COVID-19 outbreaks or new pandemics may have an effect on the economy in general, consumer behaviour and demand. It may also require significant investments in and changes to Pandora's operating model etc. |
Pandemics can result in both lower revenue and higher costs through temporary store and crafting facility closures, labour shortages, decreases in productivity, supply chain disruptions, and changes in the macroeco nomic environment and consumer behaviour. |
• Planned investment in new factory in Vietnam, first unit to be produced end 2024 • Expansion of online distribution capacity • Increased inventories • Making shopping safer for customers through initiatives such as curbside pickup, pop-up stores, and Click & Collect • Review of supply chain, including dependency on individual suppliers and own production facilities and distribution centres • Increased focus on business continuity plans. |
| Supply disruptions |
Pandora operates a fully integrated value chain and most production is in-house. Procurement of raw materials and the ability to produce and distribute finished products are critical for meeting customer demand. |
Lockdowns, breakdowns, political unrest, fire, natural catastrophes etc. at Pandora's or key suppliers' sites may result in disruption of our supply chain and have a significant impact on our financial performance. Having crafting facilities located exclusively in Thailand elevates the risk of supply disruption. |
• Dual sourcing where feasible • Buffers of production components and finished goods • Crafting at two separate locations in Thailand • Planned investment in additional production capacity at existing locations and an additional crafting site in Vietnam • Engagement of external manufacturers to provide flexibility • Ramped up B2B and B2C distribution capacity through additional warehouses. |
| IT security breaches |
Reliable IT systems and infrastructure are critical to the company's ability to operate effectively. We also have a duty to safeguard the data of our customers and partners as well as our own data. |
Breaches of IT security, caused by malware attacks for example, could have a severe impact on Pandora's ability to maintain operations for a period of time and, hence, its financial performance. The disclosure of confidential information could compromise the privacy of customers or other individuals. |
• Comprehensive cyber security programme to upgrade existing capabilities • Ongoing security monitoring supported by incident-response teams • Third-party vulnerability and security maturity assessments • Cyber and information security awareness training and phishing tests to monitor response. |
| Breakdown of IT systems |
Operating a global company with a fully integrated value chain is heavily depend ent on stable and efficient IT systems. |
Pandora operates a number of legacy IT systems, including ERP. Should Pandora fail or otherwise be unable to upgrade its IT systems in a timely, precise and efficient manner, this could have a material negative effect on Pandora's operations and financial results. Further, a lack of interoperability and an obsolescence of core IT systems could have significant consequences in terms of operational efficiency and business continuity. |
• Significant investment in technology upgrades, including planned upgrade of ERP platform • Cross-functional alignment and project groups to ensure timely implementation of technology upgrades • Ongoing standardisation and consolidation of IT systems across geographies • Increased focus on business continuity plans. |
| AREA | DESCRIPTION | RISK | MITIGATION |
|---|---|---|---|
| Talent attraction and succession |
Pandora needs highly talented and capable people across all key functions and markets to drive growth and sustainable performance to deliver our strategy. |
Failure to attract, develop and retain the right talent as well as maintaining a strong succession pipeline for leadership and critical roles could be a significant risk to delivery on our strategy. |
• Frequent employee advocacy surveys to measure employee engagement and leadership effectiveness • Chief Talent Officer Programme to get to know our talent, develop them for future roles and build succession depth • Enhanced focus on employer branding through targeted Employee Value Proposition for new hires linked to our new corporate values • Launch of new Inclusion & Diversity goals as part of our strategic priorities within sustainability. |
| Responsible business behaviour |
Pandora has a reputation for responsible business behaviour. This reputation benefits the company in several ways, from attracting new employees to meeting consumer expectations. |
If Pandora violates legislation, disregards principles of good corporate citizenship or fails to adhere to social or environmental standards, it could damage our brand, reputation and financial position. |
• Launch of a new Global Code of Conduct • Mandatory ethics and compliance training • Upgrading external access to our whistleblower hotline • Responsible Supplier Programme, including training and vendor audits • Recurring Responsible Jewellery Council certification • Environmental, social and governance reporting to ensure transparency • Renewed commitment to more ambitious climate targets and other focused sustainability initiatives • Pandora's tax strategy aims at paying fair taxes in all markets where Pandora operates. |
| Macroeconomic factors | As a global jewellery brand that relies heavily on discretionary consumer spending, Pandora is particularly exposed to a weak macroeconomic environment and general changes in consumer behaviour. |
Adverse macroeconomic conditions and general changes in consumer behaviour may result in lower demand for our products, impacting our revenue and earnings. |
• Continuous monitoring of the macroeconomic landscape • Continuous monitoring of consumer behaviour and trends • Pursue flexibility in cost base, including frequent break options in store leases • Continued pursuit of cost savings • Geographical diversification of revenue streams • Introduction of buy now, pay later payment models. |
| Market fluctuations |
Our products are made of precious metals, mainly silver and gold. As a global business, Pandora has significant revenue in USD, USD-related currencies and GBP. Our crafting facilities are based in Thailand and consequently we have significant net cost in THB. |
Pandora is exposed to a weakening of the USD, USD-related currencies and GBP and a strengthening of the THB and precious metal prices. Currency fluctuations and increases in the price of precious metals can have a significant impact on the company's financial performance and cash flow. |
• Hedging at least 50% of the combined annual commodity, exchange rate and interest rate risk. However, at least 70% of the annual commodity exposure must be hedged • Ongoing review of sales prices. |
"It is important for us to be where the customer is, offering a true omnichannel experience throughout the entire shopping journey."
MARTINO PESSINA Chief Commercial Officer
One of the pillars of our Phoenix strategy is personalisation: to create a jewellery experience as unique as our customers. Customers should have a seamless online and offline journey, to easily discover, explore and purchase our products wherever and whenever they want. During 2021, we had more than 670 million visits to our various channels, including 90 million visits to concept stores.
"Customers today demand a personalised omnichannel experience. They move fluidly across different channels and might discover Pandora in a store in a mall, explore the brand on Instagram, buy online and pick up in-store. That is why it is important for us to be where the customer is, offering a true omnichannel experience throughout the entire shopping journey," says Chief Commercial Officer Martino Pessina.
In 2021, we advanced our personalisation goals with several initiatives. Click & Collect is now available in the majority of our owned concept stores in key markets, generating 6% of online revenue in 2021.
We also offer Endless Aisle, where the sales assistant can find the product online and have it shipped to the customer's home if not available in-store. In most markets, we also offer other digital features that support an omnichannel experience, like Virtual Try-On.
Our physical store is the key touchpoint in the omnichannel journey. We are testing a new store concept called Evoke, which will provide a more convenient and personalised shopping experience while providing a strong link to our online universe.
The opportunity to create unique, personalised jewellery with engravings is now possible in many US stores and a few in Canada, and we successfully tested online engraving in Italy.
Finally, our store staff play a key role in bringing personalisation to life. We are redesigning our customer experience with an omnichannel mindset, and we are investing in training and technology to empower sales associates to connect with customers in increasingly personalised ways.
Corporate authority is divided between the Board of Directors ("the Board") and Executive Management. The Board outlines the overall vision, strategy and objectives of Pandora's business activities and supervises the performance of Executive Management.
The Board has established Audit, Remuneration and Nomination Committees and appoints members and Chairs to these committees from within the Board. The committees' terms of reference are available at pandoragroup.com.
Members of Executive Management are appointed by the Board. Executive Management is responsible for the day-today management and for the execution of Pandora's strategy.
The Group also has an Executive Leadership Team, which is responsible for the day-to-day operations of their respective business areas while at the same time being part of the overall leadership of Pandora.
The Board currently has seven members elected by the General Meeting for a term of one year. All Board members are independent.
The composition of the Board is intended to ensure complementary competencies and diversity to effectively support Pandora's strategy and ensure that all decisions are well considered.
Every year the Board conducts an internal self-evaluation focusing on the effectiveness of the Board and the skills of the Board. The ideal mix of skills and experiences needed of the Board members include:
Sustainability Retail
Board experience Executive management Sectoral experience Digitalisation Marketing and brand Finance
The Board supervises Executive Management's work and is responsible for Pandora's general and strategic direction.
Fast execution and collaboration across clusters and global functions. The nine clusters report to the Chief Commercial Officer.
| BOARD MEMBERS | Board meetings attended |
|---|---|
| Peter A. Ruzicka1 | |
| Christian Frigast2 | |
| Heine Dalsgaard Joined on 11 March 2021 |
|
| Birgitta Stymne Göransson | |
| Marianne Kirkegaard | |
| Catherine Spindler | |
| Jan Zijderveld Joined on 11 March 2021 |
|
| Andrea Dawn Alvey Left on 11 March 2021 |
|
| Isabelle Parize Left on 4 November 2021 |
|
| Ronica Wang Left on 11 March 2021 |
1 Chair 2 Deputy Chair
Meeting attended Meeting not attended Not a Board member at the time
| AUDIT COMMITTEE | Committee meetings attended |
|---|---|
| Heine Dalsgaard1 Joined on 11 March 2021 |
|
| Birgitta Stymne Göransson | |
| Catherine Spindler | |
| Andrea Dawn Alvey Left on 11 March 2021 |
|
| Isabelle Parize Left on 4 November 2021 |
1 Chair
Meeting attended Not a Committee member at the time
An external assessment of the Board skills and effectiveness is conducted every three years to ensure objectivity and benchmarking.
In 2021, an internal Board effectiveness self-evaluation was conducted, including a 360 degree peer review using an online survey across seven areas: value creation and strategy, Board agenda and meetings (including committees), talent and culture, Board composition, Directors' contribution, Chairs' effectiveness, and reporting/risk management. The conclusions were shared with the Chair, the Board members and Executive Management, followed by a thorough discussion. The assessment identified that the Board continues to consist of individuals who possess relevant skills and experience and are engaged and well-prepared. The Board structure and committee work are effective and well-functioning, including interactions with Executive Management.
The Board held 13 meetings in 2021. Its primary focus was to oversee the successful completion of Programme NOW and the development of Pandora's new Phoenix strategy leading up to its full announcement at Pandora's Capital Markets Day on 14 September. Furthermore, the Board spent considerable time handling and steering through the continued global COVID-19 pandemic together with Executive Management, including securing the safety and well being of Pandora's employees and customers and protecting the business during the pandemic.
The Audit Committee currently has three members appointed for a term of one year at a time. The Audit Committee's responsibilities include assistsing the Board in monitoring the effectiveness of the internal control and risk management systems and reviewing Pandora's financial reporting and audit process. The Audit Committee conducts its work according to its Terms of Reference.
In 2021, the Audit Committee met six times. Its main activities were to:
Pandora's independent auditors are appointed for a term of one year at the Annual General Meeting following a proposal from the Board, which is based on a recommendation from the Audit Committee. The framework for the auditors' duties, including their remuneration, audit and non-audit services, is agreed annually between the Board and the auditors following the recommendation of the Audit Committee.
The Remuneration Committee currently has three members appointed for a term of one year at a time. The Remuneration Committee assists the Board in ensuring that Pandora's remuneration policies strike an appropriate balance between the interests of Pandora's shareholders and a rewarding and motivating remuneration of Executive Management and senior employees.
Board meetings in 2021 13
Audit Committe meetings in 2021
Remuneration Committee meetings in 2021
Nomination Committee meetings in 2021
See Pandora's Global Data Ethics Policy
| REMUNERATION COMMITTEE | Committee meetings attended |
|---|---|
| Peter A. Ruzicka1 | |
|---|---|
| Christian Frigast | |
| Jan Zijderveld Joined on 11 March 2021 |
|
| Andrea Dawn Alvey Left on 11 March 2021 |
|
| Ronica Wang Left on 11 March 2021 |
1 Chair
Meeting attended Not a Committee member at the time
1 Chair
Meeting attended Meeting not attended
In 2021, the Remuneration Committee met six times. Its main activities are described in the Remuneration Report available at our Investor website: pandoragroup.com/investor/corporate-governance/remuneration-reports.
The Nomination Committee currently has four members appointed for a term of one year at a time. The Nomination Committee works according to its Terms of Reference and its main responsibilities are:
The Corporate Governance Statement for 2021, cf. section 107(b) of the Danish Financial Statements Act, is available at our Investor website: pandoragroup.com/investor/corporate-governance/governance-statement.
Pandora's Global Data Ethics Policy for 2021, cf. section 99(d) of the Danish Financial Statements Act, is available at: pandoragroup.com/investor/corporate-governance/ data-ethics.
The Board and Executive Management are responsible for Pandora's internal control and risk management systems in relation to the financial reporting process.
The Group's internal control framework identifies key processes, inherent risks and control procedures to reduce and mitigate financial risks and ensure reliable financial reporting.
The Audit Committee assists the Board in supervising the financial reporting process and monitoring the effectiveness of the internal control and risk management systems. Executive Management is responsible for maintaining and strengthening the overall control environment, identifying weaknesses and ensuring necessary steps are taken to mitigate financial risks through standardisation and process optimisation.
A central Internal Audit and Compliance Controlling (IACC) function has been established to help Pandora accomplish its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of internal controls, compliance and governance processes. The IACC function reports to Pandora's Group Finance function.
The Board
basis.
and Executive Management assess risks on an ongoing
The Board and Executive Management assess risks on an ongoing basis, including risks related to the financial reporting, and assess measures to manage, reduce or eliminate identified risks.
The IACC function assists Pandora's Executive Management and the Audit Committee in identifying and mitigating financial risks in the financial reporting process.
The Audit Committee reviews selected high-risk areas on a frequent basis, including significant accounting estimates and material changes to accounting policies.
The financial information reported by Pandora A/S and its subsidiaries follows a formalised and structured process and is controlled by local controllers with local market knowledge as well as the controlling function within Group Finance. The Group controlling function is continuously trained in new accounting and reporting requirements and monitors compliance with relevant legislation on an ongoing basis.
The financial reporting process is dependent on the Group's IT systems. Any weaknesses in system controls and related risks to the financial reporting are mitigated by manual controls.
Each entity assesses its control environment through a selfassessment of the effectiveness of the implemented controls. The IACC function evaluates the effectiveness of the Group's control environment on an ongoing basis and reports its findings to the Audit Committee.
Pandora's internal control procedures and risk management systems, including the whistleblower function, are continuously monitored, tested and documented.
The Audit Committee monitors internal controls and the risk management process to ensure that identified risks are mitigated.
In addition to monitoring of procedures and systems, financial risks are reviewed through monthly performance reviews and audits performed by the IACC function.
Group entities are assigned dedicated controllers within Group Finance to ensure a direct line of communication. The Group Finance function reports to the Chief Financial Officer (CFO).
In addition, the IACC function is present at all Audit Committee meetings and provides regular status updates on the control environment. Furthermore, the head of IACC has regular meetings with the CFO. This set-up ensures transparency and that communication is shared with the Audit Committee on a timely basis.
The Board has adopted an Investor Relations Policy that requires all communication to stakeholders, including financial reporting, to be conducted adequately, timely and openly – both internally and externally – and to be conducted factually and truthfully and in compliance with laws and applicable regulations.
The Board members' full CVs are available at pandoragroup.com.
Year of birth: 1957 Member since: 2016
Non-executive Board member.
Chair of Industrifonden and Min Doktor AB and member of the Boards of Asker AB, Elekta AB, Enea AB and LEO Pharma A/S.
Experience within areas such as consumer goods, retail execution, IT, digital, financial insights and capital markets.
Chair
Professional position:
Non-executive Board member.
Chair of Ventotene Holding AS and member of the Boards of Royal Unibrew A/S, Aspelin Ramm Gruppen AS, AKA AS and Axfood AB.
Vast operational experience with strategy execution and transformation as well as retail and brand optimisation at executive level. Furthermore, Peter A. Ruzicka contributes with experience from other Board positions and insight into capital markets.
Deputy Chair
Year of birth: 1951 Member since: 2010
Executive Chair of Axcel Management A/S.
Chair of Aktive Ejere (Active Owners Denmark), EKF Danmarks Eksportkredit (Denmark's Export Credit Agency) and Danmarks Skibskredit Holding A/S and member of the Board of its subsidiary; Vice Chair of PostNord and Axcel Advisory Board; member of the Boards of Frigast A/S and Nissens A/S; adjunct professor at Copenhagen Business School.
Experience within areas such as general management, capital markets, consumer sales and retail execution.
Year of birth: 1977 Member since: 2020 Professional position: Chief Brand Officer of Lacoste. Non-executive functions: None.
Experience within international brand strategy, digital transformation and vast experience in beauty and cosmetics, high-growth pureplay digital environments and lifestyle apparel retail.
Year of birth: 1971 Member since: 2021
Professional position: Chief Financial Officer of Carlsberg A/S.
Member of the Boards of Novozymes A/S, Carlsberg Integrated Information Technology A/S, Carlsberg Shared Services Sp.z.o.o., Udviklingsselskabet Carlsberg Byen P/S, Carlsberg Breweries A/S, Carlsberg Byen Komplementar ApS, and Carlsberg Ejendomme Holding A/S.
Experience within areas such as international financial and executive management from large corporate multinationals.
Year of birth: 1964 Member since: 2021
Professional position: Non-executive Board member.
Non-executive functions:
Member of the Board of Ahold Delhaize N.V. and Senior Advisor to a number of private equity firms.
International consumer market insight, extensive experience advancing environmental and social sustainability, and exposure to the full value chain.
Year of birth: 1968 Member since: 2020
Professional position: CEO of Brill Bakery Solutions LLC.
Member of the Boards of Faerch Group, Salling Group A/S, BioMar and AKK AB.
In-depth international insight into the consumer market, experience advancing the social sustainability agenda and her experience of the complete value chain within large corporate multinationals.
The Executive Leadership Team members' full CVs are available at pandoragroup.com.
President & Chief Executive Officer (CEO) Year of birth: 1965 Member since: 2019
Alexander Lacik has more than 25 years' experience from large global consumer goods companies. In addition, Alexander is a Board member of Swedish Match. Before joining Pandora, he was CEO of Britax Ltd., a British manufacturer of childcare products. He has also held CEO and senior management positions at Kasthall Golv & Mattor, Procter & Gamble and Reckitt Benckiser, where he held a number of positions, including head of Reckitt Benckiser North America. He has a Bachelor's degree in Business Administration from the University of Växjö, Sweden.
Executive Vice President & Chief Financial Officer (CFO) Year of birth: 1970 Member since: 2018
Anders Boyer has more than 20 years' experience in finance, business management and turnarounds. Prior to joining Pandora, Anders held positions as Chief Financial Officer at Hempel and GN Store Nord, and Finance Director and subsequently Regional Director of ISS. Anders started his career at A.P. Moller-Maersk, where he worked for ten years. He has an MSc in Finance and Accounting from Copenhagen Business School, Denmark.
Chief Commercial Officer Member since: 2020 Chief Supply Officer Member since: 2020 Chief Digital & Technology Officer Member since: 2019 Chief HR Officer Member since: 2019 Chief Product Officer Member since: 2011 Stephen Fairchild Erik Schmidt David Walmsley Martino Pessina Jeerasage Puranasamriddhi Chief Marketing Officer Member since: 2020 Carla Liuni
Pandora shares have been listed on the Nasdaq OMX Copenhagen stock exchange since 2010. Pandora is included in the blue chip OMX C25 index and has around 36,000 registered shareholders.
In addition to being listed in Copenhagen, Pandora has a sponsored level 1 American Depository Receipt (ADR) programme. The ADRs are traded in the US over-the-counter under the symbol PANDY. Further information regarding the ADR programme can be found at the Pandora Group website.
In 2021, the Pandora share price increased by 20% and ended the year with a closing price of DKK 815. The total return to shareholders was further fuelled by cash distributions in the calendar year of DKK 4.8 billion. In 2021, the total shareholder return was 22%.
The Pandora share's liquidity remains strong with a free float of 100% of total shares outstanding and around 119 million shares traded in 2021. The trading volume averaged around 474,000 shares per day.
Pandora's capital structure serves to ensure that the company has sufficient financial flexibility to pursue its strategic goals
and preserve a stable financial structure based on a strong balance sheet.
Pandora's capital structure policy is to maintain NIBD to EBITDA between 0.5 and 1.5. By the end of 2021, Pandora's leverage ratio was only 0.4x EBITDA and thereby slightly below the capital structure policy range. During the last couple of years, Pandora has successfully decreased net working capital by DKK 3 billion. At the same time, capitalised lease liabilities have decreased by more than DKK 1 billion. Combined, these two factors have decreased leverage by around 0.5x. As cash distributions to shareholders are limited to the amount of free reserves in the Parent Company, the lower net working capital and lease liabilities also currently impact the ability to reach the upper part of the leverage range. As of 31 December 2021, free reserves in the Parent Company amounted to DKK 7.5 billion.
Pandora continues to be highly cash generative and has ample liquidity to continue cash distribution to shareholders. For 2022, the Board proposes a dividend of DKK 16 per share and a new share buyback of DKK 3.3 billion. The Board already has the authority to initiate a share buyback at any point in time.
DKK
| ANNUAL DISTRIBUTIONS DKK billion |
FY 2022 Proposed |
FY 2021 Actual |
FY 2020 Actual |
FY 2019 Actual |
FY 2018 Actual |
|---|---|---|---|---|---|
| Dividend (ordinary + interim) | 1.6 | 1.5 | 0.8 | 1.8 | 1.9 |
| Nominal dividend per share, DKK | 16.0 | 15.0 | 9.0 | 18.0 | 18.0 |
| Share buyback programme | 3.71 | 3.3 | - | 2.2 | 4.0 |
| Total cash return | 5.3 | 4.8 | 0.8 | 4.0 | 5.9 |
1 Includes DKK 0.7 billion from already announced share buyback running until 4 February 2022 and DKK 3.0 billion of new share buyback expected to be paid out in calendar year 2022.
total shareholder return in 2021
22%
In 2021, Pandora paid out an extraordinary dividend of DKK 15 per share. The total amount paid was around DKK 1.5 billion. In addition, The Board of Directors initiated share buyback programmes under which Pandora will buy back own shares to a maximum consideration of up to DKK 4 billion by 4 February 2022. Pandora repurchased shares for a value of DKK 3.3 billion in 2021.
As of 31 December 2021, Pandora had two major shareholders. BlackRock has disclosed holding rights to shares corresponding to 9.9% of the total outstanding voting rights and voting rights attached to financial instruments of 2.7%, while Parvus has disclosed holding rights to shares amounting to 5.1%.
As of 31 December 2021, the geographical split of institutional investors was (% of share capital):
As of 31 December 2021, Pandora's Board of Directors and Executive Management held a total of 82,380 and 266,748 Pandora shares respectively, corresponding to 0.35% of the total share capital.
The Executive Management is responsible for the existence of an Investor Relations (IR) function, which is responsible for ensuring compliance with Pandora's Investor Relations Policy. IR reports directly to the Chief Financial Officer.
The purpose of Pandora's IR activities is to ensure that relevant, accurate and timely information is made available to the capital markets to serve as a basis for regular trading and a fair pricing of the share. Prior to the announcement of interim and annual reports, a four-week silent period is in place. In addition, members of the Board of Directors and Executive Management are only allowed to trade shares in a four-week trading window following the announcement of interim and annual reports. Pandora will ensure that the company is perceived as visible, accessible, reliable and professional by the capital markets and that Pandora is regarded among the best relative to peers. This will be achieved by complying with the rules and legislation for listed companies on Nasdaq OMX as well as Pandora's internal policies.
The Pandora Group website (pandoragroup.com ) provides comprehensive information about the company, its activities, share performance and shareholders. Additionally, all company announcements, including interim and annual reports, as well as investor presentations, webcasts and conference call transcripts are made available on the website in due time. Furthermore, the website contains a constantly updated financial and event calendar showing events and actions related to investors.
A comprehensive list of the 23 analysts covering the Pandora share is maintained, including names, institutions and contact details.
Financial calendar 2022
Annual Report 2021
Annual General Meeting
Interim Report Q1 2022
Interim Report Q2 2022
Interim Report Q3 2022
09 Feb
10 Mar
04 May
16 Aug
08 Nov
| Exchange | Nasdaq Copenhagen |
|---|---|
| Trading symbols | PANDORA |
| Identification number/ ISIN |
DK0060252690 |
| Number of shares |
100,000,000 of DKK 1, each with one vote |
| Share classes | 1 |
| GICS | 25203010 |
| Sector | Apparel, Accessories & Luxury Goods |
| Segment | Large |
| ADR trading symbol |
PANDY |
|---|---|
| Programme type |
Sponsored level 1 programme (J.P. Morgan) |
| Ratio (ADR:ORD) | 4 ADRs : 1 ordinary share (4:1) |
| ADR ISIN | US 698 341 2031 |
2021 was a record-breaking year for Pandora. Revenue was at all-time high, and Pandora outperformed its guidance on both organic growth and EBIT margin. 2021 was also the year Pandora released its long-term growth strategy Phoenix, charting a new chapter of sustainable growth for the years ahead.
COVID-19 continued to impact the business in 2021, but in spite of lockdowns and restrictions Pandora ended the year with strong results. Organic growth was 23% compared to 2020 and 9% compared to 2019.
The high growth was supported by a continued strong brand momentum, and investments in digital and commercial initiatives during the last couple of years paid off. Pandora continues to see strong traction on its personalised marketing initiatives and omnichannel features such as Click & Collect. Personalising the consumer journey is a key growth pillar in the Phoenix strategy.
The year was furthermore marked by two developments in particular, which impacted performance in opposite directions:
On the one hand, the pandemic forced Pandora to temporarily close many of its stores, mostly in the first half of the year. Around 30% of stores were closed in Q1 and around 15% were closed in Q2. The pandemic also had a significant impact on store traffic in China, where footfall decreased
1 Presented on the basis of the applicable accounting standards at the time. 2 2019 and 2020 figures exclude Programme NOW restructuring costs.
up to 70% compared to 2019. The negative impact in China was visible throughout 2021, but especially prevalent in the second half of the year.
On the other hand, Pandora was positively impacted by unusually strong performance in the US. The market delivers strong growth throughout the year. While the growth was partly fuelled by government stimulus packages, data indicates that Pandora outperformed the market notably. The US recorded 58% organic growth compared to 2020.
Pandora delivered a strong underlying performance in most of its key markets, and - as mentioned above - not least in the strategically important US market. It is Pandora's long-term ambition to double US revenue compared to 2019.
6.4
21.9
3.9
5.9 5.8
19.0
23.4
The UK, Pandora's second largest market, also delivered solid growth. The online store in particular performed strongly, generating 53% share of revenue compared with 55% in 2020 and 25% in 2019.
Italy and Germany both delivered solid double digit organic growth compared with 2020. The growth in both markets was driven by continued strong demand for the Pandora Moments platform. France was slightly down following COVID-19 store closures and restrictions, but ended the year with positive growth in Q4.
As expected, China was a drag on 2021 performance, but remains a high priority for Pandora. It is Pandora's longterm ambition to triple the revenue in China compared to 2019. The first steps in Pandora's turnaround in China were planned for the second half of 2021, but due to the continued significant impact of COVID-19 in China, Pandora postponed the investments to 2022.
Pandora's Global Business Units, Moments and Collabs and Style and Upstream Innovation, both delivered strong growth in 2021 and generated sell-out growth of 20% and 19%, respectively. The share of business for Moments and Collabs was 71%, unchanged from 2020. Pandora is very pleased with the development in both business units. Pandora's first priority is to continue to grow its Moments platform while simultaneously investing in new designs and developing the product offering. In 2021, Pandora test launched Pandora Brilliance in the UK and relaunched Pandora ME. In 2022, Pandora will do a sequential global roll-out of Brilliance, and Pandora will also introduce a new collaboration.
| REVENUE BY CHANNEL | Organic | Growth in local | Share of revenue | Share of revenue | ||
|---|---|---|---|---|---|---|
| DKK million | 2021 | 2020 | growth | currency | FY 2021 | FY 2020 |
| Pandora owned retail | 15,922 | 13,426 | 16% | 18% | 68% | 71% |
| - of which concept stores | 9,133 | 7,321 | 20% | 25% | 39% | 39% |
| - of which online stores | 5,977 | 5,483 | 8% | 8% | 26% | 29% |
| - of which other points of sale | 812 | 622 | 30% | 30% | 3% | 3% |
| Wholesale | 6,705 | 4,949 | 41% | 37% | 29% | 26% |
| - of which concept stores | 3,737 | 2,714 | 47% | 39% | 16% | 14% |
| - of which other points of sale | 2,968 | 2,235 | 35% | 35% | 13% | 12% |
| Third-party distribution | 767 | 634 | 24% | 24% | 3% | 3% |
| Total revenue | 23,394 | 19,009 | 23% | 24% | 100% | 100% |
| REVENUE BY GLOBAL BUSINESS UNIT | Growth in local | Share of revenue | Share of revenue | |||
|---|---|---|---|---|---|---|
| DKK million | 2021 | 2020 | Sell-out growth | currency | FY 2021 | FY 2020 |
| Moments and Collabs | 16,610 | 13,562 | 20% | 23% | 71% | 71% |
| - Moments | 14,699 | 11,660 | 22% | 27% | 63% | 61% |
| - Collabs | 1,911 | 1,902 | 3% | 0% | 8% | 10% |
| Style and Upstream Innovation | 6,784 | 5,447 | 19% | 25% | 29% | 29% |
| - Timeless | 4,091 | 3,318 | 19% | 24% | 17% | 17% |
| - Signature | 1,990 | 1,739 | 12% | 14% | 9% | 9% |
| - Me | 656 | 390 | 42% | 67% | 3% | 2% |
| - Brilliance | 48 | - | n/a | n/a | 0% | - |
| Total revenue | 23,394 | 19,009 | 20% | 24% | 100% | 100% |
In 2021, Pandora closed net 71 concept stores due to a general pruning of the network. The closed stores were performing unsatisfactorily, even before the lockdowns. Some store openings were delayed or put on hold due to COVID-19, particularly in Latin America and China. Pandora see ample opportunities to grow the store network in the years to come. Pandora expects to open net 50-100 concept stores in 2022.
| STORE NETWORK | |||
|---|---|---|---|
| Number of points of sale | 2021 | 2020 | Growth |
| Concept stores | 2,619 | 2,690 | -71 |
| - of which Pandora owned | 1,423 | 1,382 | 41 |
| - of which franchise owned | 700 | 797 | -97 |
| - of which third-party distribution | 496 | 511 | -15 |
| Other points of sale | 4,154 | 4,402 | -248 |
Pandora's Global Business Unit Moments and Collabs generated a gross margin of 75.3% (2020: 76.1% excluding restructuring costs) while Style and Upstream Innovation generated a gross margin of 78.1% (2020: 77.4% excluding restructuring costs). Overall, gross margin was slightly down compared to 2020 (-0.4pp excluding restructuring costs) mainly following negative impacts from higher silver prices, but also various COVID-19 precautionary measures impacting gross margin negatively. Production in Thailand has been running throughout the year despite severe COVID-19 outbreaks in Thailand.
OPEX excluding restructuring costs increased by 13% in constant foreign exchange rates compared to 2020. The increase is significantly lower than the growth in revenue and mainly stems from higher marketing expenses, as Pandora has continued to invest in the brand. Marketing expenses increased by DKK 0.9 billion and ended at 15.3% of revenue (up 1pp compared to 2020). In 2021, Pandora received DKK 152 million in government subsidies, impacting sales and distribution expenses. The EBIT margin ended at 25.0%, up 4.6pp compared to 2020 (excluding restructuring costs), equal to a 50% growth in absolute EBIT and a testimony to the operating leverage in Pandora's business model.
| COST OF SALES AND GROSS PROFIT | Share of | Share of | |||
|---|---|---|---|---|---|
| DKK million | 2021 | 2020 | Growth | revenue 2021 | revenue 2020 |
| Revenue | 23,394 | 19,009 | 23% | 100.0% | 100.0% |
| Cost of sales | -5,590 | -4,475 | 25% | -23.9% | -23.5% |
| Gross profit excl. restructuring costs | 17,803 | 14,534 | 22% | 76.1% | 76.5% |
| Restructuring costs | - | -159 | -100% | - | -0.8% |
| Gross profit incl. restructuring costs | 17,803 | 14,375 | 24% | 76.1% | 75.6% |
| OPERATING EXPENSES DKK million |
2021 | 2020 | Growth | Share of revenue 2021 |
Share of revenue 2020 |
| Sales and distribution expenses | -6,352 | -6,234 | 2% | 27.2% | 32.8% |
| Marketing expenses | -3,587 | -2,717 | 32% | 15.3% | 14.3% |
| Administrative expenses | -2,026 | -1,702 | 19% | 8.7% | 9.0% |
| Total operating expenses excl. restructuring costs | -11,965 | -10,652 | 12% | 51.1% | 56.0% |
| Restructuring costs | - | -1,038 | -100% | - | 5.5% |
| Total operating expenses incl. restructuring costs | -11,965 | -11,691 | 2% | 51.1% | 61.5% |
| Operating profit (EBIT) | 5,839 | 2,684 | 118% | 25.0% | 14.1% |
| Operating profit (EBIT) excl. restructuring costs | 5,839 | 3,881 | 50% | 25.0% | 20.4% |
Net working capital ended at a -5% of revenue in 2021, a very strong level and a result of the many improvements Pandora has carried out during the last couple of years. Throughout 2021, Pandora has deliberately increased inventory by around DKK 1 billion compared with 2020 to mitigate risk of stock-outs and disruptions in the supply chain. Furthermore, the lapse of Programme NOW restructuring costs in 2020 have decreased Trade payables. Free cash flow remained strong and ended the year at DKK 5.1 billion despite a DKK 1 billion inventory build-up.
In 2021, ROIC was 59% compared with 25% in 2020. This is the highest ROIC since 2017 where it was 69%. The improved underlying performance combined with the lapse of Programme NOW one-off restructuring costs as well as lower invested capital are all positively impacting ROIC. The high ROIC is evidence of Pandora's attractive business model.
Total non-current assets decreased to DKK 12.6 billion at the end of 2021 (2020: DKK 13.0 billion), mainly due to amortisation and depreciation.
| NET WORKING CAPITAL | |||||
|---|---|---|---|---|---|
| Share of preceeding 12 months' revenue | 2021 | 2020 | 2019 | 2018 | 2017 |
| Inventories | 12.8% | 10.3% | 9.8% | 13.8% | 12.0% |
| Trade receivables | 4.3% | 4.6% | 7.5% | 7.2% | 8.6% |
| Trade payables | -14.0% | -16.9% | -14.2% | -9.9% | -7.4% |
| Other net working capital elements | -8.2% | -5.6% | -4.5% | -4.5% | -4.3% |
| Total | -5.0% | -7.6% | -1.3% | 6.7% | 8.8% |
Net interest-bearing debt amounted to DKK 2.9 billion at the end of 2021 (2020: DKK 3.2 billion), corresponding to a financial leverage of 0.4x (2020: 0.5x). The decrease in net interest-bearing debt was driven by a strong cash conversion, ending 2021 with a financial leverage slightly below the capital structure policy range of NIBD to EBITDA between 0.5 and 1.5x.
By the end of 2021, equity in Pandora amounted to DKK 7.0 billion, compared to DKK 7.4 billion in 2020. The decrease was primarily driven by payout of DKK 4.8 billion to its shareholder through a combination of extraordinary dividends and share buybacks, partly offset by profit for the year. Pandora paid out DKK 1.5 billion in extraordinary dividends in 2021 and bought back own shares for a total of DKK 3.3 billion. Read more about cash distribution in 2022 on page 42.
FOR THE YEAR ENDED 31 DECEMBER
| DKK million | Notes | 2021 | 2020 |
|---|---|---|---|
| Revenue | 2.1 | 23,394 | 19,009 |
| Cost of sales | 2.3, 3.1, 3.2 | -5,590 | -4,634 |
| Gross profit | 17,803 | 14,375 | |
| Sales, distribution and marketing expenses | 2.3, 3.1, 3.2 | -9,939 | -9,155 |
| Administrative expenses | 2.3, 3.1, 3.2 | -2,026 | -2,536 |
| Operating profit | 2.1 | 5,839 | 2,684 |
| Finance income | 4.6 | 152 | 316 |
| Finance costs | 4.6 | -613 | -507 |
| Profit before tax | 5,378 | 2,494 | |
| Income tax expense | 2.5 | -1,218 | -556 |
| Net profit for the year | 4,160 | 1,938 | |
| Earnings per share, basic (DKK) | 4.2 | 42.1 | 20.0 |
| Earnings per share, diluted (DKK) | 4.2 | 41.7 | 19.9 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME DKK million |
Notes | 2021 | 2020 |
|---|---|---|---|
| Net profit for the year | 4,160 | 1,938 | |
| Other comprehensive income: | |||
| Items that may be reclassified to profit/loss for the year | |||
| Exchange rate adjustments of investments in subsidiaries | 370 | -609 | |
| Commodity hedging instruments: | |||
| - Realised in net cost of sales | -4 | 11 | |
| - Realised in net financials | -16 | -31 | |
| - Realised in inventories | -141 | -234 | |
| - Fair value adjustments | -219 | 490 | |
| Foreign exchange hedging instruments: | |||
| - Realised in net financials | 249 | -49 | |
| - Fair value adjustments | -287 | 21 | |
| Tax on other comprehensive income, income/expense | 2.5 | 83 | -13 |
| Items that may be reclassified to profit/loss for the year, net of tax | 36 | -416 | |
| Items not to be reclassified to profit/loss for the year | |||
| Actuarial gain/loss on defined benefit plans, net of tax | 2.3 | 10 | 6 |
| Items not to be reclassified to profit/loss for the year, net of tax | 10 | 6 | |
| Other comprehensive income, net of tax | 46 | -410 | |
| Total comprehensive income for the year | 4,206 | 1,528 |
AT 31 DECEMBER
| ASSETS DKK million |
Notes | 2021 | 2020 |
|---|---|---|---|
| Goodwill | 4,418 | 4,247 | |
| Brand | 1,057 | 1,057 | |
| Distribution | 1,080 | 1,110 | |
| Other intangible assets | 538 | 529 | |
| Total intangible assets | 3.1 | 7,094 | 6,943 |
| Property, plant and equipment | 3.2 | 1,816 | 2,054 |
| Right-of-use assets | 3.3 | 2,532 | 3,007 |
| Deferred tax assets | 2.5 | 891 | 764 |
| Other financial assets | 222 | 244 | |
| Total non-current assets | 12,555 | 13,012 | |
| Inventories | 3.5 | 2,991 | 1,949 |
| Trade receivables | 3.6 | 1,009 | 870 |
| Right-of-return assets | 3.8 | 70 | 62 |
| Derivative financial instruments | 4.4, 4.5 | 69 | 351 |
| Income tax receivable | 2.5 | 68 | 83 |
| Other receivables | 738 | 745 | |
| Cash | 1,043 | 2,912 | |
| Total current assets | 5,988 | 6,972 | |
| Total assets | 18,542 | 19,984 |
| EQUITY AND LIABILITIES | |||
|---|---|---|---|
| DKK million | Notes | 2021 | 2020 |
| Share capital | 4.1 | 100 | 100 |
| Treasury shares | 4.1 | -3,416 | -93 |
| Reserves | 795 | 750 | |
| Retained earnings | 9,523 | 6,632 | |
| Total equity | 7,001 | 7,389 | |
| Provisions | 3.7 | 416 | 370 |
| Loans and borrowings | 4.3, 4.4 | 2,765 | 2,066 |
| Deferred tax liabilities | 2.5 | 113 | 368 |
| Total non-current liabilities | 3,295 | 2,804 | |
| Provisions | 3.7 | 26 | 29 |
| Refund liabilities | 3.8 | 724 | 654 |
| Contract liabilities | 3.8 | 163 | 82 |
| Loans and borrowings | 4.3, 4.4 | 1,161 | 3,996 |
| Derivative financial instruments | 4.4, 4.5 | 209 | 119 |
| Trade payables | 3.9, 4.4 | 3,267 | 3,211 |
| Income tax payable | 2.5 | 1,003 | 382 |
| Other payables | 4.4 | 1,694 | 1,317 |
| Total current liabilities | 8,246 | 9,790 | |
| Total liabilities | 11,541 | 12,595 | |
| Total equity and liabilities | 18,542 | 19,984 |
FOR THE YEAR ENDED 31 DECEMBER
| DKK million | Notes | Share capital |
Treasury shares |
Translation reserve |
Hedging reserve |
Dividend proposed |
Retained earnings |
Total equity |
|---|---|---|---|---|---|---|---|---|
| 2021 | ||||||||
| Equity at 1 January | 100 | -93 | 535 | 215 | - | 6,632 | 7,389 | |
| Net profit for the year | - | - | - | - | - | 4,160 | 4,160 | |
| Other comprehensive income, net of tax | - | - | 370 | -325 | - | 1 | 46 | |
| Total comprehensive income for the year | - | - | 370 | -325 | - | 4,161 | 4,206 | |
| Share-based payments | 2.3, 2.4 | - | 1 | - | - | - | 209 | 210 |
| Purchase of treasury shares | 4.1 | - | -3,325 | - | - | - | - | -3,325 |
| Dividend paid | 4.2 | - | - | - | - | -1,481 | 2 | -1,479 |
| Dividend proposed | 4.2 | - | - | - | - | 1,481 | -1,481 | - |
| Equity at 31 December | 100 | -3,416 | 905 | -110 | - | 9,523 | 7,001 | |
| 2020 | ||||||||
| Equity at 1 January | 100 | -1,964 | 1,112 | 54 | 836 | 5,110 | 5,249 | |
| Net profit for the year | - | - | - | - | - | 1,938 | 1,938 | |
| Other comprehensive income, net of tax | - | - | -577 | 161 | - | 6 | -410 | |
| Total comprehensive income for the year | - | - | -577 | 161 | - | 1,944 | 1,528 | |
| Share-based payments | 2.3, 2.4 | - | 14 | - | - | - | 76 | 90 |
| Purchase of treasury shares | 4.1 | - | -431 | - | - | - | - | -431 |
| Sale of treasury shares1 | 4.1 | - | 2,288 | - | - | - | -509 | 1,779 |
| Dividend paid | 4.2 | - | - | - | - | -836 | 11 | -825 |
| Dividend proposed | 4.2 | - | - | - | - | - | - | - |
| Equity at 31 December | 100 | -93 | 535 | 215 | - | 6,632 | 7,389 |
1 On 5 May 2020, Pandora initiated an accelerated bookbuild for the sale of 8 million treasury shares, which was completed on the same day, generating approximately DKK 1.8 billion in net proceeds.
The Board of Directors will propose at the Annual General Meeting that a dividend of DKK 16 per share, corresponding to DKK 1.6 billion (2020: DKK 0 million), be distributed for 2021.
In 2021, an extraordinary dividend of DKK 15 per share was paid, corresponding to DKK 1.5 billion.
In 2021, Pandora initiated share buyback programmes, which resulted in repurchases of 3,943,797 treasury shares, corresponding to DKK 3.3 billion.
For further shareholder information on dividend payments, see page 42.
FOR THE YEAR ENDED 31 DECEMBER
| DKK million | Notes | 2021 | 2020 |
|---|---|---|---|
| Operating profit | 5,839 | 2,684 | |
| Depreciation and amortisation | 1,999 | 2,315 | |
| Share-based payments | 2.4 | 166 | 70 |
| Change in inventories | -799 | -96 | |
| Change in receivables | -77 | 869 | |
| Change in payables and other liabilities | 327 | 724 | |
| Other non-cash adjustments | 4.7 | 70 | -155 |
| Interest etc. received | 3 | 3 | |
| Interest etc. paid | -468 | -247 | |
| Income tax paid | 2.5 | -832 | -192 |
| Cash flows from operating activities, net | 6,228 | 5,975 | |
| Acquisition of subsidiaries and activities, net of cash acquired | 3.4 | -66 | -12 |
| Purchase of intangible assets | -289 | -130 | |
| Purchase of property, plant and equipment | -296 | -374 | |
| Change in other non-current assets | 17 | 19 | |
| Proceeds from sale of property, plant and equipment | 2 | 13 | |
| Cash flows from investing activities, net | -631 | -484 | |
| Acquisition of non-controlling interests | - | -42 | |
| Dividend paid | 4.2 | -1,479 | -825 |
| Purchase of treasury shares | 4.1 | -3,325 | -431 |
| Sale of treasury shares | 4.1 | - | 1,778 |
| Proceeds from loans and borrowings | 4.3 | 1,315 | 5,861 |
| Repayment of loans and borrowings | 4.3 | -3,004 | -9,073 |
| Repayment of lease commitments | 4.3 | -991 | -839 |
| Cash flows from financing activities, net | -7,484 | -3,571 | |
| Net increase/decrease in cash | -1,887 | 1,920 |
| Notes | 2021 | 2020 |
|---|---|---|
| 2,912 | 1,054 | |
| 18 | -62 | |
| -1,887 | 1,920 | |
| 1,043 | 2,912 | |
| 6,228 | 5,975 | |
| -3 | -3 | |
| 468 | 247 | |
| -631 | -484 | |
| 66 | 12 | |
| 6,128 | 5,747 | |
| 5,137 | 4,908 | |
| 4.4 | 6,023 | 6,998 |
1 Cash comprises cash at bank and in hand.
The above cannot be derived directly from the income statement and the balance sheet.
Cash flows from operating activities are presented using the indirect method.
Cash flows in currencies other than the functional currency are translated at the average exchange rates for the month in question, unless these differ significantly from the rates at the transaction dates.
| BASIS OF PREPARATION | 55 | |
|---|---|---|
| 1.1 | Principal accounting policies | 56 |
| 1.2 | New accounting policies and disclosures | 57 |
| 1.3 Management's judgements and | ||
| estimates under IFRS | 58 | |
| SECTION 2 | ||
| RESULTS FOR THE YEAR | 59 | |
| 2.1 | Segment and revenue information | 60 |
| 2.1 | Segment and revenue information | 60 |
|---|---|---|
| 2.2 | Government grants | 62 |
| 2.3 | Staff costs | 63 |
| 2.4 | Share-based payments | 64 |
| 2.5 | Taxation | 66 |
| 3.1 | Intangible assets | 71 |
|---|---|---|
| 3.2 | Property, plant and equipment | 74 |
| 3.3 | Leases | 75 |
| 3.4 Business combinations | 77 | |
| 3.5 | Inventories | 78 |
| 3.6 | Trade receivables | 78 |
| 3.7 | Provisions | 79 |
| 3.8 | Contract assets and liabilities | 79 |
| 3.9 | Trade payables | 80 |
| OTHER DISCLOSURES | 90 | |
|---|---|---|
| 5.1 | Contingent liabilities | 91 |
| 5.2 Related parties | 91 | |
| 5.3 | Fees to independent auditor | 91 |
| 5.4 Events occurring after | ||
| the reporting period | 91 | |
| 5.5 | Companies in the Pandora Group | 92 |
| 5.6 | Financial definitions | 93 |
The notes are grouped into five sections related to key figures. The notes contain the relevant financial information as well as a description of accounting policies applied for the topics of the individual notes.
This section introduces Pandora's accounting policies and significant accounting estimates.
A more detailed description of accounting policies and significant estimates related to specific reported amounts is presented in the respective notes. The purpose is to provide transparency on the disclosed amounts and to describe the relevant accounting policy, significant estimates and numerical disclosure for each note.
Pandora A/S is a public limited company with its registered office in Denmark.
The Annual Report for the period 1 January – 31 December 2021 comprises the consolidated financial statements of Pandora A/S and its subsidiaries (the Group). The Annual Report has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and additional requirements of the Danish Financial Statements Act. Annual Report for the period 1 January – 31 December the consolidated financial statements of Pandora A/S and its subsidiaries (the Group) as well as separate financial statements for the Parent Company, Pandora A/S.
The Annual Report has been prepared on a historical cost basis, except for derivative financial instruments, which have been measured at fair value.
The Annual Report is presented in Danish kroner (DKK) and all amounts are in millions unless otherwise stated. Due to rounding, numbers presented throughout this report may not add up precisely to the totals, and percentages may not precisely reflect the absolute figures.
Apart from changes due to the implementation of new or amended standards and interpretations as described in note 1.2 New accounting policies and disclosures , accounting policies are unchanged from last year.
Pandora A/S has filed the Annual Report in 2021 in the new European Single Electronic Format (ESEF), XHTML format that can be displayed in a standard browser. The primary statements in the consolidated financial statements are tagged using eXtensible Business Reporting Language (iXBRL), which comply with the ESEF taxonomy included in the ESEF Regulation. The Annual Report submitted to the Danish Financial Supervisory Authority consists of the XHTML document together with certain technical files, all included in a file named PAND-2021-12-31.zip.
Pandora presents financial measures in the Annual Report that are not defined according to IFRS. Pandora believes these non-GAAP measures provide valuable information to investors and Pandora's management when evaluating performance. Since other companies may calculate these differently from Pandora, they may not be comparable to the measures used by other companies. These financial measures should therefore not be considered to be a replacement for measures defined under IFRS. For definitions of the performance measures used by Pandora, see note 5.6 Financial definitions.
The overall accounting policies applied to the Annual Report as a whole are described below. The accounting policies related to specific line items are described in the notes to which they relate.
The description of accounting policies in the notes forms part of the overall description of Pandora's accounting policies.
The consolidated financial statements comprise the financial statements of the Parent Company and its subsidiaries. Subsidiaries are fully consolidated from the date of acquisition, being the date on which Pandora obtains control, until the date that such control ceases. All intercompany balances, income and expenses, unrealised gains and losses and dividends resulting from intercompany transactions are eliminated in full.
The consolidated financial statements are presented in DKK, which is also the functional currency of the Parent Company. Each subsidiary determines its own functional currency, and items recognised in the financial statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recognised in the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange ruling at the reporting date. All adjustments are recognised in the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are trans-
lated using the exchange rates at the date when the fair value is determined.
The assets and liabilities of foreign subsidiaries are translated into DKK at the rate of exchange prevailing at the reporting date, and their income statements are translated at the exchange rates prevailing at the dates of the transactions.
Exchange rate adjustments arising on translation are recognised in other comprehensive income. On disposal of a foreign subsidiary, the component of other comprehensive income relating to that particular foreign operation is recognised in the income statement.
The consolidated income statement is presented based on costs classified by function. Cost of sales comprises direct and indirect expenses incurred to generate revenue for the year, comprising raw materials, consumables, production staff, depreciation, amortisation and impairment losses in respect of production equipment.
Sales, distribution and marketing expenses comprise expenses related to the distribution of goods sold and sales campaigns, including packaging materials, brochures, wages and salaries and other expenses related to sales and distribution staff as well as depreciation, amortisation and impairment losses in respect of distribution equipment.
Administrative expenses comprise expenses incurred in the year to manage Pandora, including expenses related to administrative staff and depreciation, amortisation and impairment losses in respect of assets used in the administration.
The allocation of amortisation and impairment losses from intangible assets is presented in note 3.1 and the allocation of depreciation and impairment losses from property, plant and equipment in note 3.2.
Pandora has adopted all new or amended standards (IFRS) and interpretations (IFRIC) as adopted by the EU and which are effective for the financial year 1 January – 31 December 2021. The implementation of these new or amended standards and interpretations had no material impact on the financial statements for the year apart from the amendment in IFRS 16.
In March 2021, the IASB issued COVID-19-Related Rent Concessions beyond 30 June 2021, an amendment to IFRS 16 Leases. The IASB extended the period of relief for leases arising as a direct consequence of the COVID-19 pandemic from 30 June 2021 to 30 June 2022.
As a practical expedient, a lessee may elect not to assess whether a COVID-19 pandemic-related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the COVID-19 pandemic-related rent concession the same way it would account for the change under IFRS 16 if the change was not a lease modification. The extension of the practical expedient applies only to rent concessions occurring as a direct consequence of the COVID-19 pandemic and only if all of the following conditions are met:
• the change in lease payments results in revised consideration for the lease that is substantially the same as, or less NOTE 1.2
than, the consideration for the lease immediately preceding the change;
Pandora decided to apply the practical expedient issued by IASB for all contracts with rent concessions occurring as a direct consequence of COVID-19 and where it meets all conditions of the practical expedient. The effect of the amendment and its impact on financial statements are presented in note 3.3 Leases.
2.1 Segment and revenue information
2.5 Taxation
In preparing the consolidated financial statements, management makes various accounting estimates and assumptions that form the basis of the presentation, recognition and measurement of Pandora's assets and liabilities.
Determining the carrying amounts of some assets and liabilities requires estimates and assumptions concerning future events. Estimates and assumptions are based on historical experience and other factors, which management assesses to be reasonable, but which by their nature involve uncertainty and unpredictability. These assumptions may have to be revised, and unexpected events or circumstances may occur.
Pandora is subject to risks and uncertainties that may lead to actual results differing from these estimates, both positively and negatively.
In preparing the Consolidated Financial Statements, management has considered the impact of climate change, particularly in the context of sustainability targets. These considerations did not have a material impact on management's judgements and estimates, consistent with the assessment that climate change is not expected to have a significant impact on the Group's future cash flow or going concern assessment.
In addition, consideration has been given to the potential financial impacts of climate-related risks on the carrying value of goodwill through qualitative review of the Group's climate change risk assessment. This review did not identify any material reporting impacts.
COVID-19 continues to affect the global economy, and Pandora continues to assess the value of intangible assets and property, plant and equipment, and internal forecasts have considered the ongoing impacts of the pandemic on income and expenses. Changes in selling prices and direct costs are based on past experience and management's expectation of future changes in the markets where the Group operates.
Specific risks for Pandora are discussed in the relevant sections of the Management's review and in the notes.
The areas that involve a high degree of judgement and estimation and are material to the financial statements are described in more detail in the related notes.
This section comprises notes related to the results for the year, including reporting segment disclosures, and provides additional information related to two of Pandora's performance measures: revenue and EBIT.
A detailed description of the results for the year is given in the Financial review section of the Management's review.
23,394
Revenue DKK million 2020: 19,009
EBIT margin 2020: 20.4% excl. restructuring costs
Net profit DKK million 2020: 1,938
Effective tax rate 2020: 22.3%
Pandora's activities are segmented into two reportable segments (Global Business Units), each responsible for the endto-end performance of products. One Global Business Unit is responsible for Moments and Collabs, while the other drives the newer collections and innovations.
The two operating segments include all channels relating to the distribution and sale of Pandora products.
Management monitors the profitability of operating segments separately for the purpose of making decisions about resource allocation and performance management. Segment results are measured as gross profit.
As Programme NOW restructuring costs for 2020 cannot be meaningfully allocated to segments, segment performance for 2020 was measured and reported excluding restructuring costs. Segment information is recognised and measured in accordance with IFRS.
| INCOME STATEMENT BY GLOBAL BUSINESS UNIT | Moments | Style and | |
|---|---|---|---|
| DKK million | and Collabs | Upstream Innovation | Group |
| 2021 | |||
| Revenue | 16,610 | 6,784 | 23,394 |
| Cost of sales | -4,106 | -1,485 | -5,590 |
| Gross profit | 12,504 | 5,300 | 17,803 |
| Operating expenses | -11,965 | ||
| Consolidated operating profit (EBIT) | 5,839 | ||
| Profit margin (EBIT margin) | 25.0% | ||
| 20201 | |||
| Revenue | 13,562 | 5,447 | 19,009 |
| Cost of sales | -3,359 | -1,275 | -4,634 |
| Gross profit | 10,204 | 4,172 | 14,375 |
| Operating expenses | -11,691 | ||
| Consolidated operating profit (EBIT) | 2,684 | ||
| Profit margin (EBIT margin) | 14.1% | ||
| Restructuring costs2 | -1,197 | ||
| Profit margin (EBIT margin) excl. restructuring costs | 20.4% |
The use of sales channels for the distribution of Pandora jewellery depends on the underlying market maturity and varies within markets but is consistent when viewed between segments.
DKK million 2021 2020 Moments and Collabs 16,610 13,562 - Moments 14,699 11,660 - Collabs 1,911 1,902 Style and Upstream Innovation 6,784 5,447 - Timeless 4,091 3,318 - Signature 1,990 1,739 - Me 656 390 - Brilliance 48 - Total revenue 23,394 19,009 Goods transferred at a point in time 23,321 18,939 Services transferred over time 73 70 Total revenue 23,394 19,009
REVENUE BY GLOBAL BUSINESS UNIT
1 The 'Garden' collection was reallocated from Style and Upstream Innovation to Moments and Collabs in Q2 2021. Comparative figures for 2020 were restated accordingly.
2 Programme NOW was completed in 2020, thus no restructuring cost was recorded in 2021. Restructuring costs in 2020 amounted to DKK 1.2 billion, comprising mainly cost of sales (DKK 0.2 billion, primarily related to optimisation in production) and operating expenses (DKK 1.0 billion, primarily related to organisational restructuring, IT transformation and consultancy expenses). Restructuring costs impacted marketing expenses by DKK 0.1 billion, sales and distribution expenses by DKK 0.1 billion and administrative expenses by DKK 0.8 billion.
| REVENUE BY SALES CHANNEL | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Pandora physical stores | 9,945 | 7,943 |
| Pandora online stores | 5,977 | 5,483 |
| Wholesale and third-party distribution | 7,472 | 5,583 |
| Total revenue | 23,394 | 19,009 |
| GEOGRAPHIC INFORMATION, REVENUE | ||
| DKK million | 2021 | 2020 |
| UK | 3,314 | 2,960 |
| Italy | 2,443 | 2,021 |
| France | 1,122 | 1,154 |
| Germany | 1,191 | 1,014 |
| Denmark | 32 | 30 |
| US | 7,026 | 4,505 |
| Australia | 1,131 | 1,120 |
| China | 1,126 | 1,261 |
| Other | 6,009 | 4,943 |
| Total revenue | 23,394 | 19,009 |
| GEOGRAPHIC INFORMATION, ASSETS DKK million |
2021 | 2020 |
|---|---|---|
| Germany | 602 | 645 |
| Denmark | 1,983 | 1,952 |
| US | 1,754 | 1,701 |
| Australia | 453 | 443 |
| Thailand | 516 | 535 |
| Other | 1,785 | 1,669 |
| Total intangible assets1 | 7,094 | 6,943 |
| Property, plant and equipment2 | 1,816 | 2,054 |
| Right-of-use assets3 | 2,532 | 3,007 |
| Deferred tax assets | 891 | 764 |
| Other non-current financial assets | 222 | 244 |
| Current assets | 5,988 | 6,972 |
| Total consolidated assets | 18,542 | 19,984 |
1 The allocation of intangible assets in the table above reflects the country in which the assets were acquired, including goodwill, in the functional currency in which it is denominated. This is different from the presentation in note 3.1 Intangible assets, where goodwill is allocated in accordance with management reporting and monitoring.
2 The crafting facilities in Thailand accounted for DKK 1,025 million (2020: DKK 1,130 million), corresponding to 56.4% of property, plant and equipment (2020: 55.0%).
3 Right-of-use assets mainly relate to stores and offices.
Recognition and measurement of revenue is based on estimates and judgements relating to expected sales returns allowed to customers in most countries. These judgements can have a material impact on the timing and measurement of recognised revenue as well as the level of the refund liability. Reductions in revenue from expected sales returns is calculated based on historical return patterns and on a case-by-case basis for commercial reasons.
Revenue from the sale of products through Pandora owned and operated stores is recognised when a store sells a product to the customer. Payment is usually due when the customer picks up the product in the store or the product is delivered from an online store. However, in some instances collection is delayed and a receivable recognised, see note 3.6 Trade receivables.
A refund liability and a right-of-return asset are recognised for products expected to be returned, see note 3.8 Contract assets and liabilities. The estimate for returned products is based on historical experience and expectations. Based on knowledge of the nature of returns, it is considered highly probable that a significant reversal of cumulative revenue recognised will not occur. Rebates and discounts granted to customers are recognised as a reduction in revenue.
The Group's obligation to repair or replace faulty products is part of the standard terms and is therefore recognised as a contract liability, see note 3.8 Contract assets and liabilities. Revenue is further measured excluding sales taxes and duties when
these are passed on to customers. Sales taxes and duties incurred on sales that are not recoverable from the local taxation authorities are reported gross as part of revenue and cost of sales.
Pandora manufactures and sells jewellery to wholesalers and third-party distributors. Revenue is recognised when control of the products has been transferred to the wholesaler or third-party distributor. Change of control of the products occurs when the products have been delivered to the wholesaler or distributor and no further obligation exists that can affect the transfer of control. Delivery has taken place when the products have been shipped to the location of the wholesaler or distributor and control of the goods has been transferred to the buyer. Revenue from the sale is recognised based on the price specified in the contract. Revenue is only recognised to the extent it is highly probable that a significant reversal will not occur. A refund liability and a right-of-return asset are recognised for products expected to be returned, see note 3.8 Contract assets and liabilities. The estimate for returned products is based on historical experience
and expectations. Based on knowledge of the nature of returns in the wholesale and distributor channels, it is considered highly probable that a significant reversal of cumulative revenue recognised will not occur. Provisions for rebates and discounts granted to wholesalers and franchisees are recognised as a reduction in revenue.
The Group's obligation to repair or replace faulty products is recognised on a gross basis in the income statement as both a reduction in revenue and a decrease in cost of goods sold. This is due to the handling of warranty claims, which leads to replacements instead of repairs. Revenue is further measured excluding sales taxes and duties when these are passed on to customers. Sales taxes and duties incurred on sales that are not recoverable from the local taxation authorities are reported gross as part of revenue and cost of sales.
When control has been transferred, a receivable is recognised as the consideration to be paid is conditional only on the passage of time. The price specified in the contract is not adjusted for any financing element as payment terms never exceed 12 months.
Pandora received government subsidies of DKK 152 million (2020: DKK 225 million) as a result of the COVID-19 pandemic for operations mainly in Europe. The majority of the subsidies were related to employee retention and facility cost and included the government programmes "Coronavirus Job Retention Scheme" and "Business Rates Relief" in the UK, "Unemployment Benefits" and "Tax Credit Rental" in Italy, and "Short-Time Work Subsidy" in Germany. There are no unfulfilled conditions or other contingencies attached to the subsidies recognised. During the pandemic, Pandora has retained all staff, including store staff while stores were closed. The government subsidies partially fund the associated cost, and relate mainly to sales and distribution.
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions complied with.
Income from government subsidies as a result of the COVID-19 pandemic has been recognised as a deduction in the expense item the subsidies are intended to compensate.
| DKK million | 2021 | 2020 |
|---|---|---|
| Wages and salaries | 4,041 | 3,581 |
| Pensions | 177 | 178 |
| Share-based payments | 166 | 70 |
| Social security costs | 256 | 177 |
| Other staff costs | 395 | 472 |
| Total staff costs | 5,034 | 4,478 |
| Staff costs have been recognised in the consolidated income statement: | ||
| Cost of sales | 1,063 | 913 |
| Sales, distribution and marketing expenses | 3,010 | 2,572 |
| Administrative expenses | 961 | 993 |
| Total staff costs | 5,034 | 4,478 |
| Average number of full-time employees during the year | 22,441 | 22,336 |
The Group's pension plans are primarily defined contribution plans. Pandora has defined benefit plans relating to employees in Thailand. The defined benefit plans are recognised at the present value of the actuarially measured obligations. In 2021, these obligations amounted to DKK 81 million (2020: DKK 74 million).
In 2021, the actuarial gain was DKK 10 million (2020: gain of DKK 6 million) recognised in other comprehensive income.
| DKK million | Base pay | Bonus | Shares | Benefits | Other | Total |
|---|---|---|---|---|---|---|
| 2021 | ||||||
| Total remuneration to Executive Management | 16.2 | 16.6 | 26.6 | 2.4 | - | 61.9 |
| The 2021 remuneration includes DKK 1.2 million cost of shares related to the former Executive Management. | ||||||
| 2020 | ||||||
| Total remuneration to Executive Management | 14.0 | 15.7 | 13.1 | 1.7 | - | 44.5 |
The 2020 remuneration includes DKK 1.2 million cost of bonus and DKK 1.0 million cost of shares related to the former Executive Management.
| DKK million | 2021 | 2020 |
|---|---|---|
| Total remuneration to Board of Directors |
7.6 | 7.8 |
Board members receive a fixed travel fee when attending Board meetings abroad. Total travel fee for 2021 amounted to DKK 0.4 million (2020: DKK 1.0 million).
For further details, see the Remuneration Report available at pandoragroup.com.
Wages and salaries, social security contributions, leave and sick leave, bonuses and non-monetary benefits are recognised in the financial year in which services are rendered by employees of Pandora. Whenever Pandora provides long-term employee benefits, the costs are accrued to match the rendering of the services by the employees.
Termination benefits are recognised at the time an agreement between Pandora and the employee is made and no future service is rendered by the employee in exchange for the benefits.
Decisions to grant share-based incentive programmes are made by the Board of Directors in accordance with general guidelines on incentive pay for Pandora.
The total cost related to share-based payments was DKK 166 million (2020: net cost of DKK 70 million). The programmes for 2021 and for 2020 were recorded at the maximum level as the maximum performance is expected to be met. The cost of share-based payments is included in staff costs. In the remaining vesting periods, an amount of DKK 174 million (2020: DKK 95 million) is expected to be recognised in respect of the current programmes. The weighted average remaining contractual life of the shares at the end of the period was 1.5 years (2020: 2.9 years).
For shares exercised in 2021, the average share price at the time of exercise was DKK 637.
Pandora is launching annual incentive programmes targeting Executive Management and other employees. The calculated value of each programme is recognised over the vesting period (three years) based on the likelihood that programme targets will be met. For Executive Management, a further two-year holding period applies.
| Executive | Other | Average exercise price | ||
|---|---|---|---|---|
| SHARES OUTSTANDING | Management | employees | Total | per performance share, DKK |
| 2021 | ||||
| Shares outstanding at 1 January | 229,018 | 707,613 | 936,631 | 1.1 |
| Shares granted during the year | 50,288 | 205,415 | 255,703 | - |
| Shares exercised during the year | - | -4,754 | -4,754 | - |
| Shares lapsed during the year | - | -38,676 | -38,676 | 0.8 |
| Shares outstanding at 31 December | 279,306 | 869,598 | 1,148,904 | 0.9 |
| 2020 | ||||
| Shares outstanding at 1 January | 188,413 | 502,386 | 690,799 | 4.2 |
| Shares granted during the year | 115,491 | 446,854 | 562,345 | - |
| Shares exercised during the year | -32,061 | -19,079 | -51,140 | 4.1 |
| Shares lapsed during the year | -42,825 | -222,548 | -265,373 | 6.2 |
| Shares outstanding at 31 December | 229,018 | 707,613 | 936,631 | 1.1 |
| NUMBER OF SHARES IN PANDORA A/S | Expiry date |
Exercise price, DKK |
Shares 31 December 2021 |
Expected volatility |
Risk-free interest rate |
Maximum market value at launch (DKK million) |
Accumulated cost recognised (DKK million) |
Remaining value to be expensed (DKK million) |
|---|---|---|---|---|---|---|---|---|
| Programme start date | ||||||||
| November 20181,2 | 2023 | 2.65 | 7,865 | 43% | -0.1% | 2 | 2 | - |
| March 20191,3 | 2022 | 2.65 | 249,135 | 43% | -0.6% | 93 | 57 | - |
| March 20191,2 | 2024 | 2.65 | 105,662 | 43% | -0.5% | 27 | 16 | - |
| July 20203 | 2023 | 0.00 | 419,864 | 42% | -0.6% | 152 | 104 | 45 |
| July 20202 | 2025 | 0.00 | 115,491 | 42% | -0.6% | 36 | 25 | 10 |
| April 20213 | 2024 | 0.00 | 200,599 | 50% | -0.5% | 154 | 53 | 102 |
| April 20212 | 2026 | 0.00 | 50,288 | 50% | -0.5% | 26 | 9 | 17 |
| Total number of shares outstanding | 1,148,904 | 490 | 265 | 174 |
1 Although technically structured as options for legacy Danish tax treatment reasons, the awards have the characteristics of Performance Share Units because the option exercise price is 1% of the share price.
2 Programme related to Executive Management.
3 Programme related to other employees.
The volatility of the shares is based on the historical volatility of the price of Pandora A/S shares. The risk-free interest rate is based on a Danish government bond with similar maturity. The dividend yield applied is equal to 2.2% for the 2021 programme and is based on the assumed future dividend over the vesting period and the share price on the date of the grant. Actual paid dividends may differ from the assumptions applied in the valuation of the market value. Given that the exercise price for one performance share equals up to 1% of the market price of one share at grant date, the fair value almost equals the market value of one share at grant date. The assumptions in the table therefore have very limited impact on the estimated fair value of the shares granted.
Selected Pandora employees receive remuneration in the form of share-based payment transactions, whereby programme participants render services as consideration for equity instruments ("equity-settled transactions").
The cost of equity-settled transactions with employees is measured by reference to the fair value at the grant date. The calculated fair values are based on either the Black-Scholes model or the Monte Carlo model according to the performance conditions of each programme. The cost of equity-settled
transactions is recognised as staff costs together with a corresponding increase in equity over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and management's best estimate of the number of equity instruments that will ultimately vest. The income statement expense or income for a period represents the movement in cumulative expenses recognised at the beginning and end of that period.
Income tax expense was DKK 1,218 million in 2021, corresponding to an effective tax rate of 22.6% (2020: DKK 556 million, 22.3%) for the Group. The tax rate of 22.6% was negatively impacted by non-capitalised tax assets, paid withholding taxes on dividend and other payments, and non-deductible expenses from limitation in deduction for marketing expenses in China and other expenses with no tax deduction. The effective tax rate was reduced by non-taxable income in Thailand as part of the investment agreement with the Thai government, Board of Investment, and further reduced by adjustments to tax for prior years.
The corporate income tax rate in Pandora's key markets is higher than the Danish tax rate of 22%, except for the UK and Thailand.
| INCOME TAX EXPENSE | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Current income tax charge for the year | 1,500 | 604 |
| Change in deferred tax for the year | -201 | -66 |
| Impact of change in tax rates | 1 | 2 |
| Adjustment to current tax for prior years | -42 | -52 |
| Adjustment to deferred tax for prior years | -40 | 68 |
| Total income tax expense | 1,218 | 556 |
| Deferred tax on other comprehensive income | -92 | 45 |
| Income tax on other comprehensive income | 9 | -32 |
| Total tax on other comprehensive income | -83 | 13 |
| 2021 | 2020 | |||
|---|---|---|---|---|
| RECONCILIATION OF EFFECTIVE TAX RATE AND TAX |
% | (DKK million) |
% | (DKK million) |
| Profit before tax | 5,378 | 2,494 | ||
| Corporate tax rate in Denmark, 22% | 22.0% | 1,183 | 22.0% | 549 |
| Deviation in foreign subsidiaries' tax rates compared with the Danish rate |
0.3% | 17 | 0.2% | 5 |
| Deferred tax impact of change in tax rates | 0.0% | 1 | 0.1% | 2 |
| Non-deductible expenses | 3.1% | 166 | 2.7% | 68 |
| Tax incentives | -2.9% | -157 | -3.9% | -98 |
| Adjustment to tax for prior years | -1.6% | -82 | 0.7% | 16 |
| Non-capitalised tax assets, net | 0.6% | 30 | -0.1% | -2 |
| Withholding taxes/other taxes | 1.1% | 60 | 0.7% | 17 |
| Effective income tax rate/income tax expense | 22.6% | 1,218 | 22.3% | 556 |
Income tax expense for the year comprises current tax and changes in deferred tax, including changes in tax rate, adjustment to prior years and changes in provision for uncertain tax positions. Tax is recognised in the income statement, except to the extent that it is related to items recognised in equity or other comprehensive income. The tax rates and tax laws used to compute the amounts are those enacted or substantively enacted, by the reporting date, in the countries in which Pandora operates and generates taxable income.
Pandora is subject to income tax in the countries in which the Group operates, comprising various tax rates worldwide. Significant judgements are required in determining the accrual for income taxes, deferred tax assets and liabilities, and provision for uncertain tax positions. Provision for uncertain tax positions is measured according to IFRIC 23.
As part of Pandora conducting business globally, tax and transfer pricing disputes with tax authorities may occur. Any unresolved disputes with local tax authorities are recognised as income tax payable/receivable based on the expected value method or the most likely amount. Management believes that the provision made for uncertain tax positions is adequate. However, the actual obligation may deviate from this and is dependent on the result of litigations and settlements with the relevant tax authorities.
At the end of 2021, deferred tax assets amounted to DKK 891 million (2020: DKK 764 million) and deferred tax liabilities amounted to DKK 113 million (2020: DKK 368 million). Net deferred tax assets amounted to DKK 778 million (2020: DKK 396 million).
Of the total deferred tax assets recognised, DKK 23 million (2020: DKK 14 million) related to tax loss carryforwards, the utilisation of which depends on future positive taxable income exceeding realised deferred tax liabilities. It is management's opinion that these tax loss carryforwards can be utilised.
Tax assets not recognised were DKK 62 million (2020: DKK 33 million), of which DKK 36 million (2020: DKK 28 million) relate to tax loss carryforwards that are not expected to be utilised in the foreseeable future. Tax losses that can expire amounted to DKK 18 million (2020: DKK 14 million).
No deferred tax has been recognised in respect of entities' earnings that are intended for distribution in the short term, as no material tax expense will be payable on distribution.
Only insignificant latent tax liabilities remained at 31 December 2021. These liabilities are not recognised as the Group is able to control this liability and it is considered probable that the liability will not crystallise in the foreseeable future.
| DEFERRED TAX | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Deferred tax at 1 January | 396 | 440 |
| Exchange rate adjustments | 6 | -15 |
| Recognised in the income statement | 241 | -2 |
| Recognised in other comprehensive income | 92 | -45 |
| Recognised in equity, share-based payments | 44 | 20 |
| Impact of change in tax rates | -1 | -2 |
| Deferred tax at 31 December | 778 | 396 |
| Deferred tax assets | 891 | 764 |
| Deferred tax liabilities | -113 | -368 |
| Deferred tax, net | 778 | 396 |
| DKK million | 2021 | 2020 |
|---|---|---|
| Intangible assets | -633 | -612 |
| Property, plant and equipment | 7 | -6 |
| Right-of-use assets | 16 | 11 |
| Current assets | 999 | 792 |
| Non-current assets and liabilities | 366 | 197 |
| Tax loss carryforwards | 23 | 14 |
| Deferred tax, net | 778 | 396 |
Deferred tax on all temporary differences between the carrying amounts for financial reporting purposes and the tax base of assets and liabilities is measured using the balance sheet liability method. No deferred tax is recognised on temporary differences that arise from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss.
The recognition of deferred tax assets includes the expected tax value of tax loss carryforwards to the extent that these tax assets can be offset against positive taxable income in the foreseeable future. The same applies to deferred tax assets related to investments in subsidiaries. Management has considered future taxable income and applied judgements to determine whether deferred tax assets should be recognised.
Deferred tax assets and liabilities are measured according to current tax rules and at the tax rates expected to be effective on elimination of the temporary differences. Deferred tax assets and liabilities are offset if the Group has a legally enforceable right to offset current tax assets against current tax liabilities and the deferred tax relates to the same taxable entity and the same tax authority.
Sustainability and responsible business practices have been part of Pandora's way of doing business since the very beginning. Our sustainability strategy is reflected in our approach to taxes and we aim to pay a fair tax in all markets where we operate. Pandora is committed to ensure compliance with the letter and spirit of tax law in the markets where we operate, while striving to maximise shareholder value in a responsible way. The Group tax policy, which has been approved by the Board of Directors of Pandora, is available at pandoragroup.com/investor/corporate-governance/tax-information and includes more information on our approach to taxes.
Pandora A/S is the principal value driver and also assumes the majority of business risks. Pandora allocates a profit margin, based on benchmark studies, to all entities in the Group, and the residual profit (or loss) in the value chain remains with Pandora A/S. With a principal tax model, Pandora by nature has a significant number of intercompany transactions. Intercompany transactions are based on arm's length standard and therefore priced on a basis consistent with the way unrelated parties would have priced such transactions. This impacts the taxes we pay in the countries in which we do business. Pandora understands the need for more transparency by both taxpayers and tax administrations, and the need to provide more clarity about Pandora's position on tax. In doing so we provide insight in accordance with the EU Directive to be adopted, which introduces public country-by-country
reporting for our key markets. The full country-by-country report for all markets is available at pandoragroup.com/investor/corporate-governance/tax-information.
In 2021, we paid corporate taxes in the amount of DKK 832 million (2020: DKK 192 million). The increased tax payments mainly relate to Denmark and the US as the profit in these markets has increased significantly and as last year was impacted by tax refunds in both markets. The major part of the taxes paid is attributable to Pandora's key markets and most of the tax payments relate to the current year.
| Income tax expense in income statement | -1,218 | -556 |
|---|---|---|
| Tax on other comprehensive income | -9 | 32 |
| Adjustments regarding deferred taxes | -240 | 4 |
| Movement in income tax receivable/payable | 635 | 328 |
| Income tax paid in the year | -832 | -192 |
| - of which relates to prior years | 9 | 81 |
| - of which relates to current year | -841 | -273 |
| COUNTRY-BY-COUNTRY | Total revenue | Third-party | Current income | |||||
|---|---|---|---|---|---|---|---|---|
| OVERVIEW FOR KEY MARKETS1 | Business | incl. related | revenue | Profit | Tax | tax charge | Employees | Accumulated |
| DKK million | activities | party2 | in P&L | before tax | paid | for the year | (FTE) | earnings |
| UK | 3,583 | 3,314 | 198 | 10 | 42 | 887 | 172 | |
| Italy | 2,639 | 2,443 | 108 | 14 | 32 | 758 | 93 | |
| France | 1,237 | 1,122 | 64 | 22 | 44 | 509 | 119 | |
| Germany | 1,601 | 1,191 | 88 | 14 | 26 | 908 | 99 | |
| Denmark | 14,729 | 32 | 6,282 | 480 | 1,011 | 823 | 11,018 | |
| USA | 14,091 | 7,026 | 348 | 153 | 148 | 1,497 | 275 | |
| Australia | 1,370 | 1,131 | 212 | 58 | 74 | 271 | 36 | |
| China | 1,140 | 1,126 | 18 | 19 | 35 | 1,228 | 46 | |
| Thailand | 6,010 | - | 918 | 20 | 28 | 11,767 | 448 | |
| Rest of world | 6,394 | 6,009 | 233 | 41 | 81 | 3,793 | 1,367 | |
| IFRS eliminations | 604 | - | -3,093 | - | -22 | - | -1,293 | |
| Total Group | - | 23,394 | 5,378 | 832 | 1,500 | 22,441 | 12,378 |
1 The country-by country overview for key markets is based on IFRS principles.
Headquarters Warehouse Production Distribution
2 Total revenue includes third-party revenue, related party revenue, other income and financial income.
Income tax paid reflects the cash tax payments made in the year and relates to taxes on account for the current year as well as payments regarding prior years. For the majority of the countries, the final taxes are paid in the year following the financial year, creating a timing difference in cash tax payments.
At the beginning of the year, net income tax payable by Pandora amounted to DKK 299 million. The net income tax payable increased to DKK 934 million during the year, as shown in the bridge "Movement in net tax payable". The increase reflects the higher profit before tax in 2021 compared to 2020, which is due for payment in 2022.
The difference between income tax expense in the income statement and income tax paid is explained in the bridge "From income tax expense to tax paid". The income tax expense in the income statement for 2021 has been calculated at DKK 1,218 million. The income tax expense includes taxes on other income posted on equity and adjustments to taxes for timing differences. Adding the tax payable from 2020 of DKK 299 million, we have a total tax payable of DKK 1,766 million. Of this amount DKK 934 million is due to be paid in 2022 or later, and the remaining DKK 832 million were settled as cash tax payments in 2021.
DKK million
The notes in this section describe the assets that form the basis for the activities of Pandora and the related liabilities.
Financial risks are described in note 4.4.
CAPEX DKK million 2020: 491
641 -5.0% 9,884
Net working capital/ revenue 2020: -7.6%
Invested capital DKK million 2020: 10,540
| WORKING CAPITAL | |||
|---|---|---|---|
| DKK million | Notes | 2021 | 2020 |
| Inventories | 3.5 | 2,991 | 1,949 |
| Trade receivables | 3.6 | 1,009 | 870 |
| Trade payables | 3.9 | -3,267 | -3,211 |
| Operating working capital | 732 | -391 | |
| Other receivables | 808 | 807 | |
| Current provisions | 3.7, 3.8 | -750 | -683 |
| Commodity derivatives, net | -113 | 221 | |
| Contract liabilities | -163 | -82 | |
| Other payables | -1,694 | -1,317 | |
| Net working capital | -1,181 | -1,447 |
| DKK million | Notes | 2021 | 2020 |
|---|---|---|---|
| Intangible assets | 3.1 | 7,094 | 6,943 |
| Property, plant and equipment | 3.2 | 1,816 | 2,054 |
| Right-of-use assets | 3.3 | 2,532 | 3,007 |
| Other non-current financial assets | 222 | 244 | |
| Non-current provisions | 3.7 | -416 | -370 |
| Net working capital | -1,181 | -1,447 | |
| Deferred tax, net | 2.5 | 778 | 396 |
| Currency derivatives, net | -27 | 12 | |
| Income tax receivables/payable, net | -935 | -299 | |
| Invested capital | 9,884 | 10,540 |
| DKK million | Goodwill | Brand | Distri bution |
Other intangible assets |
Total |
|---|---|---|---|---|---|
| 2021 | |||||
| Cost at 1 January | 4,247 | 1,057 | 1,601 | 1,747 | 8,652 |
| Acquisition of subsidiaries and activities | 12 | - | 13 | - | 25 |
| Additions | - | - | - | 300 | 300 |
| Disposals | - | - | - | -6 | -6 |
| Exchange rate adjustments | 161 | - | -5 | 18 | 173 |
| Cost at 31 December | 4,418 | 1,057 | 1,609 | 2,059 | 9,143 |
| Amortisation and impairment losses at 1 January | - | - | 491 | 1,218 | 1,708 |
| Amortisation for the year | - | - | 33 | 219 | 251 |
| Impairment loss for the year1 | - | - | - | 85 | 85 |
| Disposals | - | - | - | -5 | -5 |
| Exchange rate adjustments | -1 | - | 5 | 4 | 8 |
| Amortisation and impairment losses at 31 December | -1 | - | 528 | 1,521 | 2,049 |
| Carrying amount at 31 December | 4,418 | 1,057 | 1,080 | 538 | 7,094 |
1 The impairment loss of DKK 85 million relates to write-down of software applications. The loss is mainly recognised as sales, distribution and marketing expenses in the income statement.
| DKK million | 2021 | 2020 |
|---|---|---|
| Amortisation and impairment losses have been recognised in the income statement as follows: |
||
| Cost of sales | 46 | 105 |
| Sales, distribution and marketing expenses | 146 | 104 |
| Administrative expenses | 144 | 199 |
| Total | 337 | 408 |
| Carrying amount at 31 December | 4,247 | 1,057 | 1,110 | 529 | 6,943 |
|---|---|---|---|---|---|
| Amortisation and impairment losses at 31 December | - | - | 491 | 1,218 | 1,708 |
| Exchange rate adjustments | - | - | -6 | -28 | -33 |
| Disposals | - | - | -274 | -5 | -281 |
| Impairment loss for the year1 | - | - | - | 82 | 82 |
| Amortisation for the year | - | - | 30 | 296 | 326 |
| Amortisation and impairment losses at 1 January | - | - | 741 | 874 | 1,615 |
| Cost at 31 December | 4,247 | 1,057 | 1,601 | 1,747 | 8,652 |
| Exchange rate adjustments | -170 | - | -6 | -64 | -240 |
| Disposals | - | - | -274 | -17 | -291 |
| Additions | - | - | - | 122 | 122 |
| Acquisition of subsidiaries and activities | 2 | - | - | - | 2 |
| Cost at 1 January | 4,416 | 1,057 | 1,881 | 1,705 | 9,060 |
| 2020 | |||||
| DKK million | Goodwill | Brand | bution | assets | Total |
| Distri | intangible | ||||
| Other |
1 The impairment loss of DKK 82 million relates to scrapped software applications and design rights, the value in use of which has been estimated to be lower than the carrying amount. The loss is mainly recognised as cost of sales in the income statement.
Additions in 2021 relate to acquisitions of activities. Note 3.4 Business combinations includes an overview of acquired goodwill for the year.
The 'Pandora' brand is the only brand of the Group that is capitalised in the financial statements. It comprises a group of complementary intangible assets relating to the brand, domain name, products, image and customer experience related to products sold under the Pandora brand. The brand was acquired as part of the Pandora core business in 2008.
Distribution includes distribution network and distribution rights.
The distribution network covers Pandora's relations with its distributors. The main part of the distribution network was acquired with the Pandora core business in 2008.
Distribution rights mainly relate to the distribution rights for Pandora products in North America. These were acquired with the American distributor in 2008 and the carrying amount at 31 December 2021 was DKK 1,034 million (2020: DKK 1,034 million).
Other intangible assets mainly comprise software.
All intangible assets are tested for impairment if there is any indication of impairment. Intangible assets with indefinite useful life are tested at least annually.
Goodwill is initially recognised at the amount by which the purchase price for a business combination exceeds the recognised value of the identifiable assets and liabilities acquired. Goodwill comprises future growth expectations, buyer-specific synergies, the workforce in place and know-how. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised, but is tested for impairment annually or if impairment indication arises. Impairment losses charged in previous years cannot be reversed.
Brand is initially recognised at cost based on the "Relief from Royalty" method, which is considered to have an indefinite useful life and is impairment tested annually.
The distribution network is initially recognised at fair value based on an estimation of the costs the entity avoids by owning the intangible assets and therefore does not need to rebuild the network (the cost approach).
The distribution network is amortised over an expected useful life of 15 years.
The distribution rights for Pandora products in the North American market are measured based on a
residual model, since the distribution agreement underlying the distribution rights is non-terminable. Consequently, the distribution rights are considered to have an indefinite useful life.
Other acquired distribution rights are initially recognised at cost based on the "Multi-period Excess Earnings" model and amortised over their expected useful lives.
Software is initially recognised at cost and amortised over 2-5 years.
Amortisation is allocated to segments on a pro rata basis based on the standard cost per segment.
At each reporting date, Pandora assesses whether there is any indication that an asset may be impaired.
If any such indication exists, or when annual impairment testing of an asset is required, Pandora estimates the recoverable amount of the asset.
The recoverable amount of an asset is the higher of the fair value of the asset or cash-generating unit (CGU) less costs to sell and its value in use. The recoverable amount is determined for the smallest group of assets that is independent from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is written down to its recoverable amount.
In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used.
The most significant factors when assessing the potential need for impairment are:
The indicators above should be viewed in the context of Pandora's relatively high margins and low asset base.
The brand is applied and supported globally in all of the Group's entities. The brand is maintained and preserved through common strategy and product development at Group level and marketing in the individual sales entities. The brand is consequently tested for impairment at Group level.
Like the brand described above, goodwill is reported and managed internally at Group level. Due to the constraint in IAS 36, goodwill is allocated to the grouped CGUs in the two operating segments for impairment testing purposes. It is management's opinion that this best reflects Pandora's value creation.
In the impairment test, the recoverable amount is compared with the carrying amount. The recoverable amount is based on a calculation of the value in use using cash flow estimates based on the budget for 2022 and a forecast for the two subsequent years. The long-term growth rate in the terminal period has been set so that it equals the expected long-term rate of inflation.
| DKK million | Goodwill | Brand | Distribution |
|---|---|---|---|
| 20211 | |||
| Moments and Collabs | 3,204 | 766 | 783 |
| Style and Upstream Innovation | 1,214 | 291 | 298 |
| Total | 4,418 | 1,057 | 1,080 |
| 2020 | |||
| Moments and Collabs | 2,981 | 742 | 779 |
| Style and Upstream Innovation | 1,265 | 315 | 331 |
| Total | 4,247 | 1,057 | 1,110 |
1 The 'Garden' collection was reallocated from Style and Upstream Innovation to Moments and Collabs in Q2 2021. Comparative figures for 2020 were restated accordingly.
| DISCOUNT RATES AND GROWTH RATES IN TERMINAL PERIOD |
Discount rate before tax |
Growth rate in terminal period |
|---|---|---|
| 2021 | ||
| Moments and Collabs | 11.7% | 2% |
| Style and Upstream Innovation | 11.7% | 2% |
| Group | 11.7% | 2% |
| 2020 | ||
| Moments and Collabs | 11.2% | 2% |
| Style and Upstream Innovation | 11.3% | 2% |
| Group | 11.3% | 2% |
The calculations of the recoverable amounts of CGUs or groups of CGUs are based on the following key assumptions.
Discount rates reflect the current market assessment of the risks specific to each CGU or group of CGUs. The Group discount rates have been estimated based on a weighted average cost of capital for the industry. The rates have also been adjusted to reflect the market assessment of any risk specific to each group of CGUs.
The EBIT figures used in the impairment test are based on the budget for next year, prepared and approved by management, and a forecast for the two subsequent years.
The 2% growth rate applied is an estimate of the expected average inflation in the terminal period. As such, no real growth is applied to the terminal period when calculating the recoverable amounts.
The EBIT margin in the budget of each group of CGUs is based on historical experience and expectations concerning:
• revenue development taking into account development in network (stores, retail/wholesale share), product mix and market share as well as the COVID-19 impact on temporarily closed stores and online revenue growth;
Net working capital in the budget for next year, relative to the revenue of each group of CGUs, is based on historical experience and is maintained for the remainder of the expected useful economic lives. Net working capital thus increases on a linear basis as the level of activity increases.
The impairment test of the brand at Group level is based on the "Relief from Royalty" method.
The impairment tests did not identify any need for impairment losses to be recognised. Based on sensitivity analysis, it is management's opinion that no probable change in any key assumptions would cause the carrying amounts of Global Business Units or at Group level to exceed the recoverable amounts.
Even with a significant reduction in growth rate and an increase in discount rate, management has not identified any likely impairment.
| DKK million | Land and buildings |
Plant and equipment |
Assets under construction |
Total |
|---|---|---|---|---|
| 2021 | ||||
| Cost at 1 January | 1,238 | 3,461 | 44 | 4,742 |
| Acquisition of subsidiaries and activities | - | - | 11 | 11 |
| Additions | 11 | 129 | 199 | 339 |
| Disposals | -40 | -249 | - | -289 |
| Transfers | 14 | 150 | -164 | - |
| Exchange rate adjustments | -30 | 91 | 2 | 64 |
| Cost at 31 December | 1,193 | 3,582 | 91 | 4,866 |
| Depreciation and impairment losses at 1 January | 323 | 2,366 | - | 2,689 |
| Depreciation for the year | 90 | 492 | - | 582 |
| Disposals | -38 | -242 | - | -280 |
| Exchange rate adjustments | -8 | 68 | - | 59 |
| Depreciation and impairment losses at 31 December | 366 | 2,684 | - | 3,050 |
| Carrying amount at 31 December | 827 | 898 | 91 | 1,816 |
| 2020 | ||||
| Cost at 1 January | 1,287 | 3,591 | 33 | 4,912 |
| Acquisition of subsidiaries and activities | - | - | - | - |
| Additions | 4 | 111 | 247 | 362 |
| Disposals | -34 | -146 | - | -180 |
| Transfers | 102 | 130 | -232 | - |
| Exchange rate adjustments | -121 | -225 | -5 | -351 |
| Cost at 31 December | 1,238 | 3,461 | 44 | 4,742 |
| Depreciation and impairment losses at 1 January | 246 | 2,081 | - | 2,326 |
| Depreciation for the year | 136 | 563 | - | 699 |
| Disposals | -34 | -136 | - | -170 |
| Exchange rate adjustments | -25 | -142 | - | -167 |
| Depreciation and impairment losses at 31 December | 323 | 2,366 | - | 2,689 |
| Carrying amount at 31 December | 915 | 1,095 | 44 | 2,054 |
| DKK million | 2021 | 2020 |
|---|---|---|
| Depreciation has been recognised in the income statement as follows: | ||
| Cost of sales | 176 | 241 |
| Sales, distribution and marketing expenses | 364 | 416 |
| Administrative expenses | 42 | 42 |
| Total | 582 | 699 |
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses. Depreciation is calculated on a straight-line basis over the estimated useful life according to the table below.
| Asset | Useful life |
|---|---|
| Land | Indefinite |
| Buildings | 20-50 years |
| Leasehold improvements | Lease term |
| Plant and equipment | 3-5 years |
| Other fixtures and fittings | 3-5 years |
Assets and liabilities related to leases. Amounts recognised in the balance sheet:
Amounts recognised in the income statement:
Additions of right-of-use assets were DKK 690 million in 2021 (2020: DKK 817 million).
| LEASE LIABILITIES | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Non-current | 1,724 | 2,066 |
| Current | 886 | 993 |
| Total lease liabilities | 2,610 | 3,059 |
Lease liabilities are recognised in loans and borrowings.
| DKK million | 2021 | 2020 |
|---|---|---|
| Property1 | 1,066 | 1,190 |
| IT | 1 | 1 |
| Cars | 9 | 11 |
| Other | 4 | 5 |
| Total depreciation and impairment losses on right-of-use assets for the period | 1,081 | 1,208 |
1 Including impairment losses of DKK 128 million in 2020 due to revaluation of right-of-use assets in connection with COVID-19.
Costs recognised in the period for short-term and low-value leases were DKK 39 million (2020: DKK 33 million). Expenses are recognised on a straight-line basis.
| OTHER ITEMS RELATING TO LEASES | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Interest income from subleases | - | 1 |
| Interest expense | -99 | -97 |
| Total interest for the period | -99 | -96 |
COVID-19-related rent concessions of DKK 56 million (2020: DKK 112 million) were recognised within sales and distribution expenses in the income statement in 2021. In addition, repayment of certain fixed leases was negotiated and a cash settlement was agreed with landlords and deferred with immaterial effect (2020: DKK 52 million). Overall financing cash flow was positively impacted by DKK 56 million (2020: DKK 164 million) due to rent relief and rent deferrals.
Total cash outflow for the year relating to leases was DKK 1,377 million (2020: DKK 1,164 million), comprising of fixed lease payments in scope of IFRS 16 of DKK 991 million (2020: DKK 839 million), variable lease payments of DKK 248 million (2020: DKK 196 million), interest paid of DKK 99 million (2020: DKK 96 million), and short-term and low-value leases of DKK 39 million (2020: DKK 33 million).
Many of the Group's property leases contain variable payment terms that are linked to the volume of sales made from leased stores according to normal market practice. In 2021, around 18% (2020: 17%) of the lease payments recognised in the income statement were variable rent. Pandora has estimated that a 1% increase in annual physical store revenue would consequently result in a 0.5% (2020: 0.7%) increase in lease payments. The average standard store leases are three to five years with a three to five-year option to extend in approximately 18% (2020: 23%) of current leases, typically with one or more break options. Approximately 27% of current leases are up for renegotiation in 2022. The estimated value of lease extensions that Pandora is not reasonably certain to exercise is around DKK 0.4 billion (2020: DKK 0.6 billion).
When assessing the lifetime of leases, Pandora considers the non-cancellable lease term and options to extend the lease where Pandora is reasonably certain to extend. Leases in Pandora mainly comprise stores, office buildings, cars, IT and other office equipment. Most lease contracts for stores average three to five years with a three to five-year option to extend in approximately 18% of current leases, typically with one or more break options. The lease term for stores has been assessed to be up to ten years, depending on location, revenue and earnings. For office buildings, the lease term is usually five to fifteen years. For other assets, the life is equal to the non-cancellable lease term, and extensions are not considered for these.
Pandora applies a single recognition and measurement approach to all leases, except for short-term leases and low-value leases.
Pandora recognises right-of-use assets at the commencement date of the lease when the asset is available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, lease payments made at or before the commencement date, key money, less any lease incentives received. Key money is measured at cost and amortised over the term of the contract. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. At each reporting date Pandora assesses whether there is any indication that a right-of-use asset may be impaired. If any such indication exists, Pandora carries out impairment testing for the relevant CGU.
Pandora recognises lease liabilities at the commencement date of the lease, measured at the present value of lease payments to be made over the lease term. Lease payments include fixed payments less any lease incentives receivable. Some leases
are exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. Payments relating to services are not included in lease liabilities. Some property leases contain variable payment terms that are linked to sales generated from a store. Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs and are not included in the lease liability.
In calculating the present value of lease payments, Pandora uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the lease payments. Lease payments are classified in financial activities in the cash flow statement.
Pandora applies the short-term lease recognition exemption to its short-term leases.
Payments related to short-term leases and leases of low-value assets continue to be recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise some IT equipment and other office equipment.
In March 2021, the IASB issued COVID-19-Related Rent Concessions beyond 30 June 2021 - amendment to IFRS 16 Leases. The IASB extended the period of the relief for lessees arising as a direct consequence of the COVID-19 pandemic from 30 June 2021 to 30 June 2022. As a practical expedient, a lessee may elect not to assess whether a COVID-19 pandemic-related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the COVID-19 pandemic-related rent concession the same way it would account for the change under IFRS 16, if the change was not a lease modification.
Pandora applied the extension of the practical expedient to all contracts with rent concessions occurring as direct consequence of COVID-19 and where they meet all conditions of the practical expedient.
| ACQUISITIONS | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Distribution rights | 13 | - |
| Property, plant and equipment and right-of-use assets | 84 | 4 |
| Inventories | 34 | 4 |
| Assets acquired | 131 | 8 |
| Non-current liabilities | 50 | 2 |
| Other current liabilities | 27 | 1 |
| Liabilities assumed | 77 | 3 |
| Total identifiable net assets acquired | 54 | 5 |
| Goodwill arising on acquisitions | 12 | 2 |
| Purchase consideration | 66 | 7 |
| Cash movements on acquisitions: | ||
| Consideration transferred regarding previous years | - | 5 |
| Net cash flows on acquisitions | 66 | 12 |
In 2021, Pandora took over 29 concept stores in the US in two business combinations. Net assets acquired mainly consist of store properties, inventories and related liabilities. The total purchase price for the acquisitions was DKK 66 million. Based on the purchase price allocations, goodwill was DKK 12 million. Goodwill from the acquisitions is mainly related to the synergies from converting the stores from wholesale to Pandora owned retail. Of the goodwill acquired, DKK 12 million is deductible for income tax purposes.
Cost relating to the acquisitions was immaterial and is recognised as operating expenses in the income statement.
The contributions to Group revenue and net profit from acquisitions for the period 1 January - 31 December 2021 were DKK 307 million and DKK 93 million respectively.
On a pro forma basis, if the acquisitions had been effective from 1 January 2021, the impact on Group revenue and net profit for the period 1 January - 31 December 2021 would have been approximately DKK 358 million and DKK 112 million respectively.
No acquisitions, to an extent of significance to Pandora, were completed during 2020.
No acquisitions, to an extent of significance to Pandora, took place after the reporting period.
Business combinations are accounted for in accordance with the IFRS 3 acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree.
For each business combination, the acquirer measures the non-controlling interests in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are expensed. Subsequent to initial recognition, goodwill is measured at cost less any accumulated impairment losses.
As goodwill is reported and managed internally at Group level, goodwill acquired should also be allocated to the Group. However, goodwill acquired is allocated to the grouped CGUs in the two operating segments for impairment testing purposes due to the constraint in IAS 36.
If any part of the cost of an acquisition is contingent on future events or performance, the cost is recognised at fair value at the time of acquisition. Changes to the fair value of the contingent payment are recognised in net financials in the income statement.
Any changes to the fair value of obligations to acquire non-controlling interests (put options) are recognised directly in equity.
| DKK million | 2021 | 2020 |
|---|---|---|
| Raw materials and consumables | 779 | 358 |
| Work in progress | 148 | 119 |
| Finished goods | 1,911 | 1,392 |
| Point-of-sale materials | 153 | 80 |
| Total inventories at 31 December | 2,991 | 1,949 |
| Inventory write-downs at 1 January | 740 | 837 |
| Write-downs during the year | 154 | 361 |
| Utilised in the year | -129 | -458 |
| Inventory write-downs at 31 December | 765 | 740 |
Inventory write-downs primarily relate to finished goods and are recognised in cost of sales, DKK 141 million (2020: DKK 312 million), and operating expenses, DKK 13 million (2020: DKK 49 million). Write-downs include mainly the cost of remelting obsolete jewellery.
Remelting of goods (realised and unrealised) negatively impacted gross profit by DKK 103 million (2020: DKK 110 million).
Production overheads are calculated using a standard cost method, which is reviewed regularly to ensure relevant assumptions concerning capacity utilisation, lead times and other relevant factors.
Net realisable value is based on the estimated selling price less estimated costs of completion and distribution. Alternatively, for inventories that are not expected to be sold, net realisable value is based on the remelt value of the reusable raw materials (primarily silver and gold).
Inventories are valued at the lower of cost and net realisable value. Costs are accounted for on a first-in, first-out basis (FIFO). Besides raw materials, costs include labour and a proportion of production overheads based on normal operating capacity, but excluding borrowing costs.
Point-of-sale materials comprise purchase costs regarding equipment, displays and packaging materials etc. and are also accounted for on a FIFO basis.
Estimates relating to write-downs are impacted by forecasting accuracy in the number of obsolete products that will need to be remelted. The impact from remelt is also influenced by fluctuations in the market prices of silver and gold.
| DKK million | 2021 | 2020 |
|---|---|---|
| Receivables related to third-party distribution and wholesale | 672 | 600 |
| Receivables related to retail revenue sales | 337 | 270 |
| Total trade receivables at 31 December | 1,009 | 870 |
| Ageing of trade receivables at 31 December | ||
| Not past due | 850 | 746 |
| Up to 30 days | 159 | 124 |
| Between 30 and 60 days | - | - |
| Between 60 and 90 days | - | - |
| Over 90 days | - | - |
| Total past due, not impaired | 159 | 124 |
| Total trade receivables at 31 December | 1,009 | 870 |
| Development in impairment losses on trade receivables | ||
| Impairment at 1 January | 121 | 129 |
| Additions | 12 | 53 |
| Utilised | -20 | -11 |
| Unused amounts reversed | -30 | -44 |
| Exchange rate adjustments | 3 | -5 |
| Impairment at 31 December | 86 | 121 |
Trade receivables are amounts due from the sale of goods sold to wholesalers and distributors, or due from landlords, malls or e-commerce providers responsible for the collection of cash on behalf of Pandora related to retail sales.
While realised losses are immaterial and remain low, Pandora continued to apply an increased risk factor in light of COVID-19. The impairment on receivables decreased by DKK 35 million for the year. Realised losses remained within the expected range.
Management continues to assess credit risks in order to ensure credit risk never exceeds the recognised write-down on trade receivables. For a further description of credit risk, see note 4.4 Financial risks . Changes in impairment are presented in the table on the previous page.
Trade receivables are initially recognised at the amount of consideration that is unconditional unless they contain significant financing components, and consequently recognised at fair value. The Group holds trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Pandora applies the simplified approach to measure expected credit losses, using a lifetime expected loss allowance.
In view of the low historical loss rates on receivables, adjusting these rates to reflect current and forward-looking information on macroeconomic factors such as GDP and the unemployment rate that affects the ability of customers to settle receivables will not increase the risk of losses significantly.
| DKK million | 2021 | 2020 |
|---|---|---|
| Provisions at 1 January | 399 | 332 |
| Additions in the year | 127 | 142 |
| Utilised in the year | -11 | -26 |
| Unused provisions reversed | -77 | -33 |
| Exchange rate adjustments | 5 | -16 |
| Provisions at 31 December | 442 | 399 |
| Provisions are recognised in the consolidated balance sheet as follows: |
||
| Current | 26 | 29 |
| Non-current | 416 | 370 |
| Provisions at 31 December | 442 | 399 |
Our provisions are liabilities of uncertain timing or amount and consist of defined benefit pension plans of DKK 81 million (2020: DKK 74 million), obligations to restore leased property of DKK 132 million (2020: DKK 124 million), and other legal and constructive obligations of DKK 203 million (2020: DKK 172 million). See note 5.1 Contingent liabilities for estimates relating to litigation.
Provisions are recognised when Pandora has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is recognised in the income statement net of any reimbursement.
| DKK million | 2021 | 2020 |
|---|---|---|
| Contract assets | ||
| Receivables from sale of products, see note 3.6 |
1,009 | 870 |
| Right-of-return assets | 70 | 62 |
| Total contract assets | 1,078 | 932 |
| Contract liabilities | ||
| Prepayments from customers Coupons, gift cards etc. |
11 92 |
10 72 |
| Loyalty programme | 60 | - |
| Refund liabilities | 724 | 654 |
| Total contract liabilities | 887 | 736 |
In most countries, Pandora has provided return and warranty rights to customers. The handling of warranty claims leads to replacements instead of repairs. The recognised refund liability relating to return and warranty rights is assessed to a large extent on the basis of historical return patterns.
Pandora recognises a refund and warranty liability related to return rights provided to customers in most countries. A corresponding right-of-return asset is also included as part of contract assets. The value of the right-of-return asset is determined by how many of the returned products are expected to be sold. Remaining products are written down to remelt value together with returns covered by warranties.
The refund liability for estimated sales returns is recognised when there is historical experience or when a reasonably accurate estimate of expected future returns can otherwise be made. The income effect recognised is the gross margin of the expected returns and the potential effect of writing down parts of the returned goods to remelt value. Changes to the right-of-return asset and refund liability are recognised gross in the income statement, i.e. as both revenue and cost of sales.
Refund liability to cover warranty claims is based on expected replacements provided for products still covered by warranty at the end of the period. The liability is recognised gross in the income statement, as both a reduction in revenue and in cost of goods sold. This is due to the handling of warranty claims, which lead to replacements instead of repairs.
As a common practice in Pandora, no costs to obtain contracts with customers have been capitalised in 2021 or previous years.
| DKK million | Refund | Warranty | Total |
|---|---|---|---|
| 2021 | |||
| Liability at 1 January | 382 | 273 | 654 |
| Performance obligations to which consideration has been received |
1,238 | 218 | 1,456 |
| Revenue recognised, included in the contract liability | -974 | -171 | -1,145 |
| Contract liabilities reversed | -189 | -80 | -269 |
| Exchange rate adjustments | 21 | 6 | 27 |
| Refund and warranty liability at 31 December | 478 | 246 | 724 |
| 2020 | |||
| Liability at 1 January | 428 | 325 | 753 |
| Performance obligations to which consideration has been received |
936 | 281 | 1,217 |
| Revenue recognised, included in the contract liability | -845 | -238 | -1,084 |
| Contract liabilities reversed | -109 | -85 | -194 |
| Exchange rate adjustments | -27 | -10 | -38 |
| Refund and warranty liability at 31 December | 382 | 273 | 654 |
The Group generally accepts that vendors sell off their receivables arising from the sale of goods and services to the Group to a third party. Pandora has established a supply chain financing programme where vendors can sell off their receivables from Pandora on attractive terms, based on invoices approved by Pandora, but at the bank's sole discretion. Pandora is not directly or indirectly a party to these agreements. The amounts payable to suppliers included in the supply chain financing programme are classified as trade payables in the balance sheet as well as in the cash flow statement (working capital within cash flow from operations) and amounts to DKK 24 million at 31 December 2021 (DKK 26 million at 31 December 2020).
This section includes notes related to Pandora's capital structure and net financials, including financial risks (see note 4.4 ). As a consequence of its operations, investments and financing, Pandora is exposed to a number of financial risks that are monitored and managed by Pandora's Group Treasury. Pandora uses a number of derivative financial instruments to hedge its exposures to fluctuations in commodity prices and currencies. Derivative financial instruments are described in note 4.5.
Pandora's capital structure policy is to maintain a leverage ratio (NIBD to EBITDA ratio) between 0.5 and 1.5 (excluding restructuring costs and including leases in accordance with IFRS 16). At 31 December 2021, the ratio was 0.4x, reflecting Pandora's continued strong cash generation. In 2021, cash conversion was 88% and Pandora continued to operate with negative net working capital.
6bn DKK
Undrawn committed facilities of DKK 6 billion, out of DKK 7 billion with maturity in 2026, underpin Pandora's strong liquidity position.
| NET INTEREST-BEARING DEBT | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Loans and borrowings, non-current | 1,041 | - |
| Lease liabilities, non-current | 1,724 | 2,066 |
| Loans and borrowings, current | 274 | 3,003 |
| Lease liabilities, current | 886 | 993 |
| Cash | -1,043 | -2,912 |
| Net interest-bearing debt | 2,882 | 3,151 |
| SHARE CAPITAL | Number of shares | Nominal value (DKK) |
|---|---|---|
| 2021 | ||
| Balance at 1 January | 100,000,000 | 100,000,000 |
| Balance at 31 December | 100,000,000 | 100,000,000 |
| 2020 | ||
| Balance at 1 January | 100,000,000 | 100,000,000 |
| Balance at 31 December | 100,000,000 | 100,000,000 |
| Number | Nominal | |||
|---|---|---|---|---|
| TREASURY SHARES | of shares | value (DKK) | Purchase price | % of shares |
| 2021 | ||||
| Balance at 1 January | 322,839 | 322,839 | 92,742,356 | 0.3% |
| Used to settle performance shares | -4,754 | -4,754 | -1,264,761 | 0.0% |
| Purchase of treasury shares | 3,943,797 | 3,943,797 | 3,324,724,241 | 3.9% |
| Balance at 31 December | 4,261,882 | 4,261,882 | 3,416,201,836 | 4.3% |
| 2020 | ||||
| Balance at 1 January | 7,070,524 | 7,070,524 | 1,964,356,664 | 7.1% |
| Used to settle performance shares | -51,140 | -51,140 | -14,363,322 | -0.1% |
| Purchase of treasury shares | 1,303,455 | 1,303,455 | 430,511,739 | 1.3% |
| Sale of treasury shares | -8,000,000 | -8,000,000 | -2,287,762,725 | -8.0% |
| Balance at 31 December | 322,839 | 322,839 | 92,742,356 | 0.3% |
At 31 December 2021, the share capital comprised 100,000,000 shares with a par value of DKK 1. No shares have special rights.
In 2021, Pandora launched two share buyback programmes under which Pandora expects to buy back own shares to a value of DKK 4.0 billion. In 2021, Pandora bought 3,943,797 treasury shares, corresponding to a total purchase price of DKK 3.3 billion. At 31 December 2021, Pandora had yet to repurchase own shares at a total purchase price of DKK 0.7 billion as part of the share buyback programmes.
Own shares of DKK 0.7 billion have been repurchased after 31 December 2021.
All treasury shares are owned by Pandora A/S. Treasury shares include hedges for share-based incentive plans granted to the Executive Management and other employees.
| DKK million | 2021 | 2020 |
|---|---|---|
| Profit attributable to equity holders | 4,160 | 1,938 |
| Weighted average number of ordinary shares | 98,775,946 | 97,048,768 |
| Effect of performance shares | 898,708 | 374,286 |
| Weighted average number of ordinary shares adjusted for the effect of dilution | 99,674,654 | 97,423,054 |
| Basic earnings per share, DKK | 42.1 | 20.0 |
| Diluted earnings per share, DKK | 41.7 | 19.9 |
There have been no transactions between the reporting date and the date of completion of the Annual Report involving shares that would have significantly changed the number of shares or potential shares in Pandora A/S.
The Board of Directors will propose at the Annual General Meeting that a dividend of DKK 16 per share (2020: DKK 0), corresponding to DKK 1.6 billion, be distributed for 2021.
In 2021, extraordinary dividend of DKK 1.5 billion in total was paid. Dividend paid had no effect on the Group's tax expense for the year.
For further shareholder information on dividend payments, see page 42.
Cash distribution to the shareholders are, by law, limited to the amount of the free reserves of the Parent Company. As of 31 December 2021, free reserves in the Parent Company amounted to DKK 7.5 billion. When calculating the amount available for distribution of dividend and share buyback, treasury shares are deducted from distributable reserves.
Dividend proposed is recognised as a liability at the date of the adoption at the Annual General Meeting (declaration date). Extraordinary dividend is recognised as a liability at the declaration date.
| TOTAL LIABILITIES FROM FINANCING ACTIVITIES | Financial liabilities | Foreign exchange | Financial liabilities | |||
|---|---|---|---|---|---|---|
| DKK million | 1 January | Cash flows, net | New leases, etc. | Other1 | adjustments | 31 December |
| 2021 | ||||||
| Non-current borrowings | - | 1,315 | - | -273 | - | 1,041 |
| Non-current lease liabilities | 2,066 | - | 495 | -899 | 61 | 1,724 |
| Current borrowings | 3,003 | -3,004 | - | 274 | 1 | 274 |
| Current lease liabilities | 993 | -991 | 215 | 637 | 32 | 886 |
| Total liabilities from financing activities | 6,063 | -2,680 | 710 | -262 | 94 | 3,926 |
| 2020 | ||||||
| Non-current borrowings | 5,157 | -2,182 | - | -2,976 | - | - |
| Non-current lease liabilities | 2,804 | - | 588 | -1,225 | -101 | 2,066 |
| Current borrowings | 1,057 | -1,028 | - | 2,976 | -1 | 3,003 |
| Current lease liabilities | 1,012 | -839 | 261 | 608 | -49 | 993 |
| Total liabilities from financing activities | 10,031 | -4,050 | 849 | -617 | -150 | 6,063 |
1 Includes the effect of the reclassification of the non-current portion of interest-bearing loans and borrowings to current due to the passage of time. Further, it includes the effect of accrued but not yet paid interest on interest-bearing loans and borrowings, upfront prepayment of lease liabilities and the effect of the lease modification and reassessment. The Group classifies interest paid as cash flows from operating activities.
On initial recognition, interest-bearing debt and borrowings are measured at fair value less transaction costs. Subsequent to initial recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised and through the effective interest rate method. Amortised cost is calculated by taking into account any discount or premium at inception, and fees and other costs.
As a consequence of its operations, investments and financing, Pandora is exposed to a number of financial risks that are monitored and managed by Pandora's Group Treasury.
To manage financial risks, Pandora may use a number of financial instruments, such as forward contracts, silver and gold swaps, currency and interest rate swaps, options and similar instruments within the framework of its current policies. Financial risks are divided into commodity price risk, foreign currency risk, credit risk, liquidity risk and interest rate risk.
It is Pandora's policy to hedge at least 50% of the combined commodity, exchange rate and interest rate risk. However, at least 70% of estimated commodity purchases for the next 12 months must be hedged.
The table to the right illustrates the sensitivity on 2021 revenue, EBIT and EBIT margin from exchange rates and commodity price movements. In addition, the sensitivity of assets and liabilities as of 31 December from currency movements is illustrated on the next page.
Raw material risk is the risk of fluctuating commodity prices resulting in additional production costs. The most important raw materials are silver and gold, which are priced in USD.
It is the policy of Pandora to ensure stable, predictable raw material prices. Based on a rolling 12-month production plan, the general policy is for Group Treasury to hedge at least 70% of the Group's expected purchases.
Purchases are hedged from 1 to 12 months forward with a hedge ratio target that decreases with time to maturity as illustrated to the right. Any deviation from the policy must be approved by the Audit Committee.
Commodity hedging is updated at the end of each month or in connection with revised 12-month rolling production plans. Actual production may deviate from the 12-month rolling production plan. In case of deviations, the realised commodity hedge ratio may deviate from the estimated hedge ratio. The effective portion of the realised gain or loss from commodity hedging is recognised in Group inventories and subsequently in cost of sales. For the fair value of hedging instruments, see note 4.5 Derivative financial instruments.
Pandora's presentation currency is DKK, but the majority of Pandora's activities and investments are denominated in other currencies. Consequently, exchange rate fluctuations may have a substantial impact on Pandora's cash flows, profit (loss) and/or financial position in DKK.
2021 2020
| SENSITIVITY ANALYSIS ON EXCHANGE RATES AND COMMODITY PRICES1 DKK million |
Change in exchange rate and commodity prices |
Revenue | EBIT | EBIT margin impact |
Revenue | EBIT | EBIT margin impact |
|---|---|---|---|---|---|---|---|
| USD | +10% | 748 | 350 | 0.7% | 480 | 138 | 0.3% |
| CAD | +10% | 65 | 38 | 0.1% | 57 | 36 | 0.1% |
| AUD | +10% | 127 | 81 | 0.2% | 123 | 83 | 0.3% |
| GBP | +10% | 333 | 235 | 0.6% | 299 | 209 | 0.9% |
| EUR | +1% | 62 | 39 | 0.1% | 53 | 30 | 0.1% |
| CNY | +10% | 111 | 7 | -0.1% | 125 | 30 | 0.1% |
| THB | +10% | - | -238 | -1.0% | - | -227 | -1.2% |
| GOLD and SILVER | +10% | - | -182 | -0.8% | - | -124 | -0.7% |
1 Revenue and EBIT would have been impacted by the above amounts if exchange rates and commodity prices in 2021 had been higher than the realised exchange rates and commodity prices. The impact would have been the opposite if exchange rates and commodity prices had been decreasing by similar percentages. The analysis is based on the transaction currency. The analysis excludes the effects of hedging and time lag of inventory.
The majority of Pandora's revenue is denominated in USD, CAD, AUD, GBP, CNY and EUR. The functional currency of subsidiaries is generally the local currency, and a substantial portion of Pandora's costs relates to raw materials purchased in USD. In addition, Pandora incurs costs denominated in THB. Changes in the exchange rate of these currencies versus DKK will result in changes to the translated value of future EBIT and cash flows.
Pandora finances the majority of its subsidiaries' cash requirements via intercompany loans denominated in the local currency of the individual subsidiary. A devaluation of these currencies against DKK will in general result in a foreign exchange loss in the Parent Company.
Exchange rate fluctuations may lead to a decrease in revenue and an increase in costs and thus declining margins. In addition, exchange rate fluctuations affect the translated value of the profits or losses of foreign subsidiaries and the translation of foreign currency assets and liabilities.
It is Pandora's policy to hedge foreign currency risks related to the risk of declining net cash flows resulting from exchange rate fluctuations. Pandora does not hedge balance sheet items or ownership interests in foreign subsidiaries. For 2021, 70% of the cash flows from the main currencies have been hedged based on a rolling 12-month liquidity forecast. Cash flows are hedged from 1 to 12 months forward with a hedge ratio that
decreases with time to maturity. Foreign currency hedging is updated at the end of each month or in connection with revised 12-month rolling cash forecasts. The realised profit (loss) from exchange rate hedging is taken to financial items.
The table below illustrates the currency revaluation impact in DKK million on net profit and changes in equity resulting from a change in the Group's primary foreign currencies after the effect of hedge accounting.
Credit risk is primarily related to trade receivables, cash and unrealised gains on financial contracts. The maximum credit risk related to financial assets corresponds to the carrying amounts recognised in the consolidated balance sheet.
It is Pandora's policy for subsidiaries to be responsible for credit evaluation and credit risk on their trade receivables. Any deviations from standard agreements must be approved by Group Treasury and/or the Chief Financial Officer.
Note 3.6 Trade receivables includes an overview of the credit risk related to trade receivables. Rating of trade receivables does not differ materially either by type of customer or geographic location. The risk of further impairment is considered to be limited.
Credit risks related to Pandora's other financial assets mainly include cash and unrealised gains on financial contracts.
| 31 December 2021 | 31 December 2020 | ||||
|---|---|---|---|---|---|
| CURRENCY EXPOSURE FROM ASSETS AND LIABILITIES1 DKK million |
Change in exchange rate |
Profit (loss) before tax |
Equity | Profit (loss) before tax |
Equity |
| USD | +10% | 38 | -188 | -118 | 36 |
| CAD | +10% | 28 | -8 | 14 | -4 |
| AUD | +10% | 8 | -43 | 2 | -35 |
| GBP | +10% | -47 | -159 | 43 | -54 |
| EUR | +1% | 3 | 3 | 2 | 31 |
| THB | +10% | -71 | 170 | -52 | 121 |
| CNY | +10% | -21 | -35 | 60 | 36 |
1 The movements in the income statement arise from monetary items (cash, borrowings, receivables and payables) where the functional currency of the entity differs from the currency that the monetary items are denominated in. The movements in equity arise from monetary items and hedging instruments where the functional currency of the entity differs from the currency that the hedging instruments or monetary items are denominated in. The impact would have been the opposite if exchange rates had been decreasing by similar percentages. The analysis is based on the transaction currency.
ANNUAL REPORT 2021 FINANCIAL STATEMENTS 86
The credit risk is related to default of the counterparty with a maximum exposure corresponding to the carrying amount of the assets. Group Treasury is responsible for managing these credit risks.
Pandora's cash conversion is high and Pandora maintains an adequate level of cash and unutilised credit facilities to meet financial obligations when due. Pandora's liquidity risk is considered to be low.
Pandora has a new revolving credit facility of DKK 7,065 million committed until April 20261. Pandora has uncommitted credit facilities to ensure efficient and flexible local liquidity management. The credit facilities are managed by Group Treasury.
Interest rate risk is the risk of interest rate fluctuations resulting in changed interest rate payments and market value of the net borrowings. At the reporting date, all interest-bearing loans and borrowings were based on floating interest rates.
All else being equal, it is estimated that a general increase in interest rates by one percentage point would lead to a DKK 6 million decrease in profit before tax and equity, excluding tax effect (2020: no impact).
The table to the right breaks the Group's financial liabilities down into relevant maturity groupings based on contractual maturities for:
• all non-derivative financial liabilities;
• net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is insignificant.
Based on the Group's expectations for the future operation and the Group's current cash resources, no significant liquidity risks have been identified.
| Falling due | Falling due | Falling due | ||
|---|---|---|---|---|
| LIABILITIES FALL DUE AS FOLLOWS | within | between | after more | |
| DKK million | 1 year | 1 and 5 years | than 5 years | Total |
| 2021 | ||||
| Non-derivatives | ||||
| Loans and borrowings | 274 | 1,050 | - | 1,324 |
| Lease liabilities | 977 | 1,600 | 275 | 2,851 |
| Trade payables | 3,267 | - | - | 3,267 |
| Other payables | 289 | - | - | 289 |
| Derivatives | ||||
| Derivative financial instruments | 209 | - | - | 209 |
| Total at 31 December | 5,016 | 2,650 | 275 | 7,941 |
| 20201 | ||||
| Non-derivatives | ||||
| Loans and borrowings | 3,033 | - | - | 3,033 |
| Lease liabilities | 1,079 | 1,863 | 356 | 3,298 |
| Trade payables | 3,211 | - | - | 3,211 |
| Other payables | 293 | - | - | 293 |
| Derivatives | ||||
| Derivative financial instruments | 119 | - | - | 119 |
| Total at 31 December | 7,735 | 1,863 | 356 | 9,954 |
1 Items not classified as financial instruments were excluded in 2020.
1 Two year extension option (1+1) subject to bilateral consent between Pandora and bank group.
Pandora uses a number of derivative financial instruments to hedge its exposure to fluctuations in commodity prices and exchange rates.
Derivative financial instruments include silver and gold swaps and foreign exchange forward contracts.
| Carrying | Hedge reserve, | |||
|---|---|---|---|---|
| DKK million | Assets | Liabilities | amount | net of tax |
| 2021 | ||||
| Commodities | 8 | -121 | -113 | -90 |
| Foreign exchange | 61 | -88 | -27 | -20 |
| Total derivative financial instruments | 69 | -209 | -140 | -110 |
| 2020 | ||||
| Commodities | 231 | -10 | 220 | 206 |
| Foreign exchange | 120 | -108 | 12 | 9 |
| Total derivative financial instruments | 351 | -119 | 232 | 215 |
It is Pandora's policy to hedge at least 70% of the Group's expected gold and silver consumption based on a rolling 12-months production plan. The table to the right illustrates the timing of the hedges related to the purchase of silver for production, i.e. excluding the time-lag effect from inventory to cost of sales (when the product is sold). The time-lag from use in production to impact on cost of sales is usually 2-7 months.
| HEDGED AND REALISED PURCHASE PRICES | Realised in | Hedged | Hedged | Hedged | Hedged |
|---|---|---|---|---|---|
| At use of the silver and gold for production | 2021 | Q1 2022 | Q2 2022 | Q3 2022 | Q4 2022 |
| Gold price | 1,785 | 1,806 | 1,802 | 1,794 | 1,807 |
| Silver price | 23.72 | 25.65 | 25.59 | 23.72 | 23.44 |
| Commodity hedge ratio, % | Realised | 70-100% | 70-90% | 50-70% | 30-50% |
The fair value at 31 December 2021 and 2020 of Pandora's derivative financial instruments was measured in accordance with level 2 in the fair value hierarchy (IFRS 13). Level 2 is based on non-quoted prices, observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). Pandora uses input from third-party valuation specialists to quote prices for unrealised derivative financial instruments. The value of unrealised silver and gold instruments is tested against the prices observable at London Bullion Market Association (LBMA). The value of unrealised foreign exchange instruments is tested against observable foreign exchange forward rates.
The value of financial instruments recognised in other comprehensive income is recycled from equity at the time the instrument is settled, i.e. within 12 months.
The hedges are expected to be highly effective due to the nature of the economic relation between the exposure and the hedge.
The effective portion of the unrealised gain or loss on all hedging instruments is recognised directly as other comprehensive income in the equity hedging reserve. The ineffective portion is recognised in net financials.
The effective portion of the realised gain or loss on a commodity hedging transaction is recognised in Group inventories and subsequently in cost of sales whereas the ineffective portion is realised in net financials.
The realised gain or loss on all foreign exchange contracts is recognised in net financials.
The ineffectiveness impact in net financials was a gain of DKK 16 million (2020: gain of DKK 31 million).
For information about risk management strategy, see note 4.4 Financial risks.
Derivative financial instruments are initially recognised at fair value at the date on which a contract is entered into and are subsequently measured at fair value. For derivative financial instruments not traded in an active market, the fair value is determined using appropriate valuation methods. Such methods may include comparison with recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, or discounted cash flow analysis.
Pandora has designated certain derivative financial instruments as cash flow hedges as defined under IFRS 9. Hedge accounting is classified as a cash flow hedge when the hedges of a particular risk is associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions.
Pandora designates and documents all hedging relationships between commodity contracts and purchase transactions.
| DKK million | 2021 | 2020 |
|---|---|---|
| Reclassified from equity hedge reserves | 53 | 149 |
| Total finance income from derivative financial instruments | 53 | 149 |
| Finance income from loans and receivables measured at amortised cost: | ||
| Foreign exchange gains | 78 | 160 |
| Interest income, bank | 19 | 6 |
| Interest income, loans and receivables | 2 | 1 |
| Total finance income from loans and receivables | 99 | 167 |
| Total finance income | 152 | 316 |
| DKK million | 2021 | 2020 |
|---|---|---|
| Reclassified from equity hedge reserves | 286 | 68 |
| Total finance costs from derivative financial instruments | 286 | 68 |
| Finance costs from financial liabilities measured at amortised cost: | ||
| Foreign exchange losses | 116 | 186 |
| Interest on loans and borrowings | 34 | 61 |
| Interest on lease liabilities | 99 | 97 |
| Other finance costs | 78 | 95 |
| Total finance costs from loans and borrowings | 327 | 439 |
| Total finance costs | 613 | 507 |
Finance income and costs comprise interest income and expenses, realised and unrealised gains and losses on payables/receivables and transactions in foreign currencies.
For all financial instruments measured at amortised cost, interest income or expense is recognised using the effective interest rate, which is the rate that discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability.
| OTHER NON-CASH ADJUSTMENTS | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Effects from exchange rate adjustments | 129 | 52 |
| Effects from derivative financial instruments | - | -91 |
| Effects from IFRS16 rent concessions | -56 | -112 |
| Other, including gains/losses from the sale of property, plant and equipment |
-4 | -4 |
| Total other non-cash adjustments | 70 | -155 |
Pandora is a party to various legal proceedings with current business partners, authorities and other third parties, related to copyrights, marketing conduct and pricing. None of these proceedings is expected to have a material effect on Pandora's financial position or future earnings.
The factors taken into account when estimating a potential liability in connection with litigation include the nature of the litigation or claim. Other factors taken into account are the development of the case, the judgements and recommendations of legal or other advisers, experience from similar cases, and management's decision on how the Group will react to the litigation or claim.
Pandora has entered into a number of long-term purchase, sales and supply contracts in the course of the Group's ordinary business. Contractual obligations amounted to DKK 500 million at 31 December 2021 (2020: DKK 462 million).
Apart from the liabilities already recognised in the balance sheet, no significant financial losses are expected to be incurred as a result of these contracts.
At 31 December 2021, treasury shares accounted for 4.3% of the share capital (2020: 0.3%), see note 4.1 Share capital.
Other related parties of Pandora with significant influence include the Board, Executive Management and their close family members. Related parties also include companies in which the aforementioned persons have control or significant interests.
As part of the share buyback carried out in 2021, Pandora purchased own shares from major shareholders. The shares were purchased at the volume-weighted average purchase price for the shares purchased under the share buyback programme in the market on the relevant day of trading.
Pandora did not enter into any significant transactions with members of the Board or the Executive Management, except for compensation and benefits received as a result of their membership of the Board, employment with Pandora or shareholdings in Pandora. See notes 2.3 Staff costs and 2.4 Share-based payments.
| DKK million | 2021 | 2020 |
|---|---|---|
| Fee for statutory audit | 10 | 11 |
| Other assurance engagements | 1 | 1 |
| Total audit related services | 11 | 12 |
| Tax consultancy | - | - |
| Other services | - | 1 |
| Total non-audit services | - | 1 |
| Total fees to independent auditor | 11 | 13 |
The costs are recognised in the consolidated income statement as administrative expenses.
Pandora has implemented a policy regarding non-audit services provided by the auditor appointed at the Annual General Meeting. The policy states which services are allowed or prohibited.
Other non-audit services include fees for advisory services, including Programme NOW. All non-audit services have been approved according to the policy for non-audit services.
No subsequent events have occurred after the balance sheet date that required adjustment to or disclosure in the consolidated financial statements.
| Company | Ownership | Registered office | Date of consolidation | Company | Ownership | Registered office | Date of consolidation |
|---|---|---|---|---|---|---|---|
| OWNED BY PANDORA A/S | Pandora Schweiz AG | 100% | Switzerland | 6 December 2011 | |||
| Pandora Jewelry Argentina SRL | 100% | Argentina | 27 September 2017 | Pandora Production Co. Ltd. | 100% | Thailand | 7 March 2008 |
| Pandora Österreich GmbH | 100% | Austria | 23 May 2012 | Pandora Services Co. Ltd. | 100% | Thailand | 15 October 2010 |
| Pandora Jewellery Belgium NV | 100% | Belgium | 13 April 2017 | Pandora Jewelry Mücevherat Anonim Şirketi | 100% | Turkey | 4 November 2013 |
| Pandora do Brasil Participações Ltda. | 100% | Brazil | 24 October 2013 | Pandora Jewelry Inc. | 100% | USA | 1 July 2008 |
| Pandora Jewelry Ltd. | 100% | Canada | 7 March 2008 | Pandora Jewelry Latam LLC | 100% | USA | 20 October 2021 |
| Pandora Jewelry Chile SpA | 100% | Chile | 7 May 2017 | ||||
| Pandora Jewelry Colombia S.A.S | 100% | Colombia | 17 January 2019 | OWNED BY OTHER COMPANIES IN THE PANDORA GROUP | |||
| Pandora Int. ApS | 100% | Denmark | 1 October 2009 | AD Astra Holdings Pty Ltd. | 100% | Australia | 1 July 2009 |
| Pan Me A/S | 100% | Denmark | 16 January 2015 | Pandora Retail Pty Ltd. | 100% | Australia | 1 July 2009 |
| Pandora Jewelry Taiwan A/S | 100% | Denmark | 18 May 2018 | Pandora Jewelry Pty Ltd. | 100% | Australia | 1 July 2009 |
| Pandora Jewellery DMCC | 100% | Dubai | 8 October 2014 | Pandora do Brasil Comércio e Importação Ltda. | 100% | Brazil | 24 October 2013 |
| Pandora Jewellery UK Limited | 100% | England | 1 December 2008 | Pandora Franchise Canada Ltd. | 100% | Canada | 19 January 2011 |
| Pandora Jewelry Finland Oy | 100% | Finland | 1 January 2012 | Pandora Retail Canada Ltd. | 100% | Canada | 4 February 2014 |
| Pandora France SAS | 100% | France | 25 February 2011 | Pandora Jewelry (Shanghai) Company Ltd. | 100% | China | 4 February 2015 |
| Pandora Jewelry GmbH | 100% | Germany | 5 January 2010 | Pandora Jewelry Design (Beijing) Company Ltd. | 100% | China | 1 March 2016 |
| Pandora EMEA Distribution Center GmbH | 100% | Germany | 5 December 2011 | Pandora Jewelry CR s.r.o. | 100% | Czech Republic | 2 December 2009 |
| Pandora Jewelry Asia-Pacific Limited | 100% | Hong Kong | 1 November 2009 | Panmeas Jewellery LLC | 100% | Dubai | 16 January 2015 |
| Pandora Jewelry Hong Kong Company Ltd. | 100% | Hong Kong | 4 February 2015 | ||||
| Pandora Jewelry Limited | 100% | Ireland | 10 January 2018 | Pandora Jewelry Hungary Ltd. | 100% | Hungary | 2 June 2010 |
| Pandora Italia SRL | 100% | Italy | 23 May 2012 | Pandora Jewelry Japan Ltd. | 100% | Japan | 29 October 2014 |
| Pandora Jewelry Mexico Import, S.A. de C.V. | 100% | Mexico | 4 April 2018 | Pandora Jewelry Macau Company Ltd. | 100% | Macau | 1 January 2016 |
| Pandora Jewelry Mexico, S.A. de C.V. | 100% | Mexico | 8 March 2017 | Pandora Jewelry B.V. | 100% | Netherlands | 20 September 2010 |
| Pandora Jewelry Mexico Servicios, S.A. de C.V. | 100% | Mexico | 8 March 2017 | Pandora Norge AS | 100% | Norway | 17 August 2010 |
| Pandora Jewelry Panama S.A. | 100% | Panama | 5 July 2016 | Pandora Jewelry Romania SRL | 100% | Romania | 18 August 2011 |
| Pandora Jewelry Peru S.A.C | 100% | Peru | 10July 2018 | Pandora Jewelry Singapore Pte. Ltd | 100% | Singapore | 1 January 2016 |
| Pandora Jewelry Shared Services Sp. z.o.o. | 100% | Poland | 7 February 2012 | Pandora ECOMM LLC | 100% | USA | 21 August 2014 |
| Pandora Jewelry CEE Sp. z.o.o. | 100% | Poland | 1 March 2009 | Pandora Jewelry LLC | 100% | USA | 7 March 2008 |
| Pandora Jewelry Slovakia s.r.o. | 100% | Slovakia | 6 September 2016 | Pandora Franchising LLC | 100% | USA | 1 November 2009 |
| Pandora Jewellery South Africa Pty Ltd. | 100% | South Africa | 31 January 2017 | Pandora Ventures LLC | 100% | USA | 10 May 2012 |
| Pandora Jewellery Spain S.L | 100% | Spain | 28 September 2017 | ||||
| Pandora Sweden AB | 100% | Sweden | 4 November 2013 | Pandora Group has four dormant companies, which have been omitted from the table. |
Pandora A/S has no dormant companies.
| Revenue growth, % | (The current year's revenue - last year's revenue) |
|---|---|
| Last year's revenue |
Revenue growth, local currency, % (The current year's revenue at last year's exchange rates - last year's revenue) Last year's revenue
Gross margin, % Gross profit / revenue
Effective tax rate, % Income tax expense / profit before tax
Equity ratio, % Equity / total assets
Payout ratio, % Dividends paid for the year / net profit
Total payout ratio, % Dividends paid for the year plus value of share buyback / net profit
EPS basic Net profit / average number of shares outstanding
EPS diluted Net profit / average number of shares outstanding, including the dilutive effect of share options 'in the money'
This Annual Report contains forward-looking statements, including, but not limited to, guidance, expectations, strategies, objectives and statements regarding future events or prospects with respect to the Company's future financial and operating results. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as "expect", "estimate", "intend", "will be", "will continue", "will result", "could", "may", "might" or any variations of such words or other words with similar meanings. Forward-looking statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially from the results discussed in such forward-looking statements. Prospective information is based on management's then current expectations or forecasts. Such information is subject to the risk that such expectations or forecasts, or the assumptions underlying such expectations or forecasts, may change. The Company assumes no obligation to update any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. Some important risk factors that could cause the Company's actual results to differ materially from those expressed in its forward-looking statements include, but are not limited to: economic and geopolitical uncertainty (including interest rates and exchange rates), financial and regulatory developments, general changes in market trends and end-consumer preferences, demand for the Company's products, competition, the availability and pricing of materials used by the Company, production- and distribution-related issues, IT failures, litigation, pandemics, and other unforeseen factors. The nature of the Company's business means that risk factors and uncertainties may arise, and it may not be possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on the Company's business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Accordingly, forward-looking statements should not be relied on as a prediction of actual results.
Pandora presents the following alternative performance measures not defined according to IFRS (non-GAAP measures) in the Annual Report:
Total like-for-like sales-out growth, % Sell-out revenue from concept stores and eSTOREs across all channels that have been operated for more than 12 months relative to the same period last year
Sell-out growth, % Like-for-like incl. temporarily closed stores
Organic growth, % Growth in revenue in local currency relative to the same period last year adjusted for the acquisition/divestment of distributors and franchisee stores (the effect of converting wholesale to retail revenue and vice versa)
Restructuring Costs related to Programme NOW
costs includes inventory buyback, optimisation of product portfolio and product quality, brand restructuring, external consultants, IT transformation, etc.
EBIT excl. restructuring costs Earnings before interest and tax (operating profit) excl. restructuring costs
EBIT margin excl. restructuring costs, % EBIT excl. restructuring costs / revenue
EBIT margin, % EBIT / revenue
EBITDA Earnings before interest, tax, depreciation and amortisation
Furthermore, a breakdown of 'Operating working capital', 'Net working capital' and 'Invested capital' is given on the section 3 divider.
The Board of Directors and the Executive Management have today discussed and approved the Annual Report of Pandora A/S for 2021.
The Annual Report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.
It is our opinion that the consolidated financial statements and the Parent Company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2021 and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 1 January – 31 December 2021.
Further, in our opinion, the Management's review gives a fair review of the development in the Group's and the Parent Company's activities and financial matters, results of operations, cash flows and financial position as well as a description of material risks and uncertainties that the Group and the Parent Company face.
In our opinion, the Annual Report of Pandora A/S for the financial year 1 January to 31 December 2021 with the file name PAND-2021-12-31.zip has been prepared, in all material respects, in compliance with the ESEF Regulation.
We recommend that the Annual Report be approved at the Annual General Meeting.
| Executive |
|---|
| Management |
Alexander Lacik Chief Executive Officer Peter A. Ruzicka Chair
Christian Frigast Deputy Chair
Heine Dalsgaard Birgitta Stymne Göransson
Anders Boyer Chief Financial Officer Marianne Kirkegaard
Catherine Spindler
Jan Zijderveld
We have audited the consolidated financial statements and the Parent Company financial statements of Pandora A/S for the financial year 1 January – 31 December 2021, which comprise statement of comprehensive income, balance sheet, statement of changes in equity, statement of cash flows and notes, including accounting policies, for the Group and the Parent Company. The consolidated financial statements and the Parent Company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.
In our opinion, the consolidated financial statements and the Parent Company financial statements give a true and fair view of the financial position of the Group and the Parent Company at 31 December 2021 and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 1 January – 31 December 2021 in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act.
Our opinion is consistent with our long-form audit report to the Audit Committee and the Board of Directors.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA code.
To the best of our knowledge, we have not provided any prohibited non-audit services as described in article 5(1) of Regulation (EU) no. 537/2014.
Subsequent to Pandora A/S being listed on Nasdaq OMX Copenhagen, EY was appointed auditors of Pandora A/S on 8 April 2011. We have been reappointed annually at the General Meeting for a total consecutive period of 11 years up to and including the financial year 2021. Subsequent to a tender process, we were re-appointed at the Annual General Meeting on 11 March 2021.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the financial year 2021. These matters were addressed during our audit of the financial statements as a whole and in forming our opinion thereon. We do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled our responsibilities described in the "Auditor's responsibilities for the audit of the financial statements" section, including in relation to the key audit matters below. Our audit included the design and performance of procedures to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements.
Revenue is recognised when control of the goods has been transferred to the buyer and it is measured at fair value of the expected consideration to be received, less rebates, discounts, sales taxes, duties and expected sales returns. Revenue recognition and measurement of the related expected sales returns was a matter of most significance in our audit due to the inherent risk in the estimates and judgements which Management makes in the normal course of business as to timing of revenue and measurement of expected sales returns.
Details on revenue recognition and expected sales returns are provided in sections 2.1 and 3.8 of the consolidated financial statements and in section 2.1 and 3.5 of the Parent Company financial statements, to which we refer.
Our procedures in relation to revenue recognition and measurement of expected sales returns included considering the Group's accounting policies for revenue recognition, including those related to expected sales returns, and assessing compliance of policies with applicable accounting standards. We identified and assessed internal controls related to the timing of revenue recognition and measurement of expected sales returns. We tested the effectiveness of the Group's internal controls in relation to calculation of expected sales returns and timing of revenue recognition. On a sample basis, we tested sales transactions taking place at either side of the balance sheet date as well as credit notes issued after the balance sheet date to assess whether those transactions were recognised in the correct period. We assessed the key assumptions applied by Management regarding expected sales returns based on our knowledge of the business and by reviewing the supporting documentation prepared by Management. Furthermore, we evaluated the disclosures provided by Management in the consolidated financial statements and the Parent Company financial statements to applicable accounting standards.
The Group has extensive international operations and in the normal course of business, Management makes judgements and estimates in determining the recognition of income taxes, deferred taxes and provisions for uncertain tax positions. In Thailand, the Group is subject to Board of Investment (BOI) agreements, where many, but not all, types of net income are tax-exempt, and therefore, changes in profit allocation could significantly impact the Group's consolidated tax expense. On this basis, taxation was a matter of most significance in our audit. Additional details on income taxes are provided in section 2.5 of the consolidated financial statements, to which we refer.
The Group carries inventory in the balance sheet at the lower of cost and net realisable value. Significant management judgements are required with regards to valuation of inventories due to the uncertainty associated with the estimate of slow-moving items and expected value of the reusable raw materials, as well as calculations of elimination of internal gain. Given the level of significant management judgements and estimates, inventory valuation was a matter of most significance in our audit. Additional details on the valuation of inventories are provided in section 3.5 of the consolidated financial statements and in section 3.4 of the Parent Company financial statements, to which we refer.
Our procedures in relation to recognition of income taxes, deferred taxes and provisions for uncertain tax positions included assessing the Group's processes for recording and continual re-assessment of provisions for uncertain tax positions. Our procedures also covered evaluating the assumptions applied by Management in determining the recognition and measurement of income taxes and deferred taxes while taking into account relevant correspondence with relevant tax authorities. Our own tax specialists performed an assessment of the Group's recognition of income taxes and deferred taxes, including correspondence with relevant tax authorities to consider the completeness of the tax provisions. In addition, we assessed the assumptions used, taking into consideration our own tax specialists' knowledge and experience. Further, we evaluated the disclosures provided by Management in the consolidated financial statements and the Parent Company financial statements to applicable accounting standards.
Our procedures in relation to inventory valuation included assessing the Group's processes related to inventory valuation including on a sample basis testing of direct costs related to raw materials, labour costs and attributable overhead costs incurred in the manufacturing process, recording of write-downs and understanding of the process for internal gain elimination. We challenged the basis for write-downs and performed analytical procedures to assess slow-moving items. We assessed the key assumptions applied by Management regarding items life-cycle status and expected value of the reusable raw materials based on our knowledge of the business, and on a sample basis tested the supporting documentation. Further, on a sample basis we tested the calculation of elimination of internal gain at group level. Furthermore, we evaluated the disclosures provided by Management in the consolidated financial statements and the Parent Company financial statements to applicable accounting standards.
CONSIDERATION OF THE MATTER IN THE AUDIT
Management is responsible for the Management's review.
Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.
Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act.
Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement of the Management's review.
Management is responsible for the preparation of consolidated financial statements and Parent Company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and additional requirements of the Danish Financial Statements Act and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, Management is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit conducted in accordance with ISAs and additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements and the Parent Company financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
As part of our audit of the Consolidated Financial Statements and Parent Company Financial Statements of Pandora A/S we performed procedures to express an opinion on whether the Annual Report of Pandora A/S for the financial year 1 January to 31 December 2021 with the file name PAND-2021-12-31.zip is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the Annual Report in XHTML format and iXBRL tagging of the Consolidated Financial Statements.
Management is responsible for preparing an Annual Report that complies with the ESEF Regulation. This responsibility includes:
Our responsibility is to obtain reasonable assurance on whether the Annual Report is prepared, in all material respects, in compliance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor's judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include:
In our opinion, the Annual Report of Pandora A/S for the financial year 1 January to 31 December 2021 with the file name PAND-2021-12-31.zip is prepared, in all material respects, in compliance with the ESEF Regulation.
9 February 2022 EY Godkendt Revisionspartnerselskab CVR no. 30 70 02 28
State Authorised Public Accountant mne26693
State Authorised Public Accountant mne32212
ANNUAL REPORT 2021 PARENT COMPANY 99
DKK billion 13.6
revenue 2021
5.4
DKK billion net profit 2021 The Parent Company operates as the principal of Pandora, and all inventories are consequently traded from the crafting facilities in Thailand to wholesalers and retailers through the Parent Company. Similarly, all inventories are returned from subsidiaries through the Parent Company for the purpose of remelting any excess inventory. Gross profit is therefore impacted by realised losses from remelting activities and unrealised losses from inventory write-downs. Fluctuations in market prices of silver and gold also have a major impact on gross profit.
Apart from the sale of jewellery, the Parent Company maintains and develops Group functions, including administration, distribution, business development, retail set up, product development and risk management, which all determine the activity level in the Parent Company.
The risk management activities carried out by the Parent Company include hedging the Group's risk relating to commodity prices and exchange rates.
Revenue was DKK 13.6 billion (2020: DKK 9.6 billion), while net profit was DKK 5.4 billion (2020: DKK 1.6 billion). The increase in net profit was mainly related to the business recovery after COVID-19 as well as received dividends of DKK 2.8 billion (2020: DKK 0.7 billion). In 2021, Pandora A/S paid an extraordinary dividend of DKK 15 per share, corresponding to DKK 1.5 billion.
Other events and impacts in 2021:
• In 2021, Pandora A/S launched two share buyback programmes under which Pandora expects to buy back own shares to a value of DKK 4.0 billion. Treasury shares acquired in the year amount to 3,943,797, corresponding to a total purchase price of DKK 3.3 billion.
• Pandora A/S merged with the 100% owned subsidiary Pandora Jewelry Central Western Europe A/S in 2021 with Pandora A/S as the surviving company. The merger is described in the notes 1.1 Principal accounting policies and 3.3 Investments in subsidiaries and business combinations in the Parent Company Financial Statements 2021.
FOR THE YEAR ENDED 31 DECEMBER
| INCOME STATEMENT DKK million |
Notes | 2021 | 2020 |
|---|---|---|---|
| Revenue | 2.1 | 13,583 | 9,626 |
| Cost of sales | -6,440 | -4,932 | |
| Gross profit | 7,143 | 4,693 | |
| Sales, distribution and marketing expenses | 2.2, 3.1 | -2,082 | -1,160 |
| Administrative expenses | 2.2, 3.1 | -1,259 | -2,138 |
| Operating profit | 3,802 | 1,396 | |
| Dividends from subsidiaries | 3.3 | 2,848 | 652 |
| Impairment of investments in subsidiaries | 3.3 | -135 | - |
| Finance income | 4.5 | 222 | 379 |
| Finance costs | 4.5 | -509 | -511 |
| Profit before tax | 6,228 | 1,915 | |
| Income tax expense | 2.4 | -808 | -291 |
| Net profit for the year | 5,420 | 1,624 |
| STATEMENT OF COMPREHENSIVE INCOME | |||
|---|---|---|---|
| DKK million | Notes | 2021 | 2020 |
| Net profit for the year | 5,420 | 1,624 | |
| Other comprehensive income: | |||
| Items that may be reclassified to profit/loss for the year | |||
| Commodity hedging instruments: | |||
| - Realised in net cost of sales | -4 | 11 | |
| - Realised in net financials | -4 | -1 | |
| - Fair value adjustments | 8 | -2 | |
| Foreign exchange hedging instruments: | |||
| - Realised in net financials | 249 | -49 | |
| - Fair value adjustments | -287 | 21 | |
| Tax on other comprehensive income, hedging instruments, | |||
| income/expense | 2.4 | 8 | 5 |
| Other comprehensive income, net of tax | -29 | -16 | |
| Total comprehensive income for the year | 5,391 | 1,608 |
AT 31 DECEMBER
| ASSETS | |||
|---|---|---|---|
| DKK million | Notes | 2021 | 2020 |
| Intangible assets | 3.1 | 3,573 | 2,963 |
| Property, plant and equipment | 31 | 51 | |
| Right-of-use assets | 3.2 | 104 | 128 |
| Investments in subsidiaries | 3.3 | 5,257 | 6,350 |
| Loans to subsidiaries | 5.2 | 878 | 1,010 |
| Other financial assets | 12 | 12 | |
| Total non-current assets | 9,855 | 10,514 | |
| Inventories | 3.4 | 687 | 420 |
| Trade receivables | 13 | 4 | |
| Receivables from subsidiaries | 5.2 | 6,829 | 3,700 |
| Right-of-return assets | 3.5 | 216 | 204 |
| Derivative financial instruments | 4.3, 4.4 | 69 | 351 |
| Income tax receivable | 27 | 90 | |
| Other receivables | 116 | 308 | |
| Cash | 142 | 2,211 | |
| Total current assets | 8,099 | 7,288 | |
| Total assets | 17,953 | 17,802 |
| EQUITY AND LIABILITIES | |||
|---|---|---|---|
| DKK million | Notes | 2021 | 2020 |
| Share capital | 4.1 | 100 | 100 |
| Treasury shares | -3,416 | -93 | |
| Reserves | 216 | 207 | |
| Dividend proposed | - | - | |
| Retained earnings | 10,978 | 6,830 | |
| Total equity | 7,877 | 7,044 | |
| Provisions | 51 | 34 | |
| Loans and borrowings | 4.2, 4.4 | 1,124 | 105 |
| Deferred tax liabilities | 2.4 | 93 | 318 |
| Total non-current liabilities | 1,269 | 457 | |
| Provisions | - | 4 | |
| Refund liabilities | 3.5 | 1,674 | 1,438 |
| Loans and borrowings | 4.2, 4.4 | 298 | 3,003 |
| Derivative financial instruments | 4.3, 4.4 | 209 | 119 |
| Payables to subsidiaries | 4.4, 5.2 | 4,937 | 4,361 |
| Trade payables | 3.6, 4.4 | 831 | 1,135 |
| Income tax payable | 488 | 0 | |
| Other payables | 4.4 | 371 | 242 |
| Total current liabilities | 8,807 | 10,301 | |
| Total liabilities | 10,076 | 10,758 | |
| Total equity and liabilities | 17,953 | 17,802 |
FOR THE YEAR ENDED 31 DECEMBER
| Share | Treasury | Hedging | Other | Dividend | Retained | Total | ||
|---|---|---|---|---|---|---|---|---|
| DKK million | Notes | capital | shares | reserve | reserves1 | proposed | earnings | equity |
| 2021 | ||||||||
| Equity at 1 January | 100 | -93 | 9 | 198 | - | 6,830 | 7,044 | |
| Net profit for the year | - | - | - | - | - | 5,420 | 5,420 | |
| Other comprehensive income, net of tax | - | - | -29 | - | - | - | -29 | |
| Total comprehensive income for the year | - | - | -29 | - | - | 5,420 | 5,391 | |
| Transfers | - | - | - | 38 | - | -38 | - | |
| Share-based payments | 2.3 | - | 1 | - | - | - | 202 | 203 |
| Effect of merger with subsidiary | 3.3 | - | - | - | - | - | 45 | 45 |
| Purchase of treasury shares | 4.1 | - | -3,325 | - | - | - | - | -3,325 |
| Dividend paid | - | - | - | - | -1,481 | 2 | -1,479 | |
| Dividend proposed | - | - | - | - | 1,481 | -1,481 | - | |
| Equity at 31 December | 100 | -3,416 | -20 | 236 | - | 10,978 | 7,877 | |
| 2020 | ||||||||
| Equity at 1 January | 100 | -1,964 | 25 | 266 | 836 | 5,568 | 4,832 | |
| Net profit for the year | - | - | - | - | - | 1,624 | 1,624 | |
| Other comprehensive income, net of tax | - | - | -16 | - | - | - | -16 | |
| Total comprehensive income for the year | - | - | -16 | - | - | 1,624 | 1.608 | |
| Transfers | - | - | - | -68 | - | 68 | - | |
| Share-based payments | 2.3 | - | 14 | - | - | - | 68 | 82 |
| Purchase of treasury shares | 4.1 | - | -431 | - | - | - | - | -431 |
| Sale of treasury shares2 | 4.1 | - | 2,288 | - | - | - | -509 | 1,779 |
| Dividend paid | - | - | - | - | -836 | 11 | -825 | |
| Dividend proposed | - | - | - | - | - | - | - | |
| Equity at 31 December | 100 | -93 | 9 | 198 | - | 6,830 | 7,044 |
The Board of Directors will propose at the Annual General Meeting that a dividend of DKK 16 per share, corresponding to DKK 1.6 million (2020: DKK 0 million), be distributed for 2021.
In 2021, an extraordinary dividend of DKK 15 per share was paid, corresponding to DKK 1.5 billion.
In 2021, Pandora initiated share buyback programmes, which resulted in repurchases of 3,943,797 treasury shares, a total value of DKK 3.3 billion.
For further shareholder information on dividend payments, see note 4.1 Share capital to the consolidated financial statements.
¹ Other reserves include non-distributable reserves under Danish legislation relating to the capitalisation of projects developed in-house.
² On 5 May 2020, Pandora initiated an accelerated bookbuild for the sale of 8 million treasury shares, which was conducted on the same day, generating approximately DKK 1.8 billion in net proceeds.
FOR THE YEAR ENDED 31 DECEMBER
| DKK million | Notes | 2021 | 2020 |
|---|---|---|---|
| Operating profit | 3,802 | 1,396 | |
| Depreciation and amortisation | 286 | 277 | |
| Share-based payments | 2.3 | 106 | 43 |
| Change in inventories | -268 | 295 | |
| Change in intercompany receivables/payables | -1,629 | -1,588 | |
| Change in receivables | 171 | 118 | |
| Change in payables and other liabilities | 97 | 235 | |
| Other non-cash adjustments | 4.6 | 384 | -478 |
| Interest etc. received | 31 | 65 | |
| Interest etc. paid | -369 | -120 | |
| Income tax paid | -513 | 124 | |
| Cash flows from operating activities, net | 2,098 | 365 | |
| Acquisitions of subsidiaries and activities, net of cash acquired | 3.3 | 138 | -24 |
| Purchase of intangible assets | -253 | -113 | |
| Purchase of property, plant and equipment | - | -13 | |
| Change in other financial non-current assets | - | -3 | |
| Dividends received1 | 858 | - | |
| Cash flows from investing activities, net | 743 | -152 |
| DKK million | Notes | 2021 | 2020 |
|---|---|---|---|
| Dividend paid | -1,479 | -825 | |
| Purchase of treasury shares | 4.1 | -3,325 | -431 |
| Sale of treasury shares | 4.1 | - | 1,778 |
| Proceeds from loans and borrowings | 4.2 | 1,315 | 5,921 |
| Repayment of loans and borrowings | 4.2 | -1,412 | -4,769 |
| Repayment of lease commitments | 4.2 | -26 | -22 |
| Cash flows from financing activities, net | -4,927 | 1,651 | |
| Net increase/decrease in cash | -2,086 | 1,864 | |
| Cash at 1 January | 2,228 | 347 | |
| Net increase/decrease in cash | -2,086 | 1,864 | |
| Cash at 31 December1 | 142 | 2,211 | |
| Cash flows from operating activities, net | 2,098 | 365 | |
| - Interest etc. received | -31 | -65 | |
| - Interest etc. paid | 369 | 120 | |
| Cash flows from investing activities, net | 743 | -152 | |
| - Acquisition of subsidiaries and activities, net of cash acquired | -138 | 24 | |
| Free cash flow | 3,041 | 292 | |
| Unutilised committed credit facilities2 | 6,023 | 6,998 |
1 Non-cash dividends received amounted to DKK 1,991 million (2020: DKK 652 million).
2 See note 4.4 Financial risks to the consolidated financial statements.
The above cannot be derived directly from the income statement and the balance sheet.
| 1.1 | Principal accounting policies | 106 |
|---|---|---|
| 1.2 | New accounting policies and disclosures | 106 |
| 1.3 Management's judgements and | ||
| estimates under IFRS | 106 |
| 2.1 | Revenue from contracts with customers | 107 |
|---|---|---|
| 2.2 | Staff costs | 107 |
| 2.3 | Share-based payments | 107 |
| 2.4 | Taxation | 108 |
| 3.1 | Intangible assets | 109 |
|---|---|---|
| 3.2 | Leases | 109 |
| 3.3 Investments in subsidiaries | ||
| and business combinations | 110 | |
| 3.4 | Inventories | 110 |
| 3.5 | Contract assets and liabilities | 111 |
| 3.6 | Trade payables | 111 |
4.1 Share capital 111 4.2 Liabilities from financing activities 111 4.3 Derivative financial instruments 111 4.4 Financial risks 112 4.5 Net financials 113 4.6 Other non-cash adjustments 113
| 5.1 | Contingent liabilities | 113 |
|---|---|---|
| 5.2 Related parties | 114 | |
| 5.3 | Fees to independent auditor | 114 |
| Notes for the Parent Company |
|---|
| The notes are grouped into five sections related to key |
| figures. The notes contain the relevant financial information |
| as well as a description of accounting policies applied for the |
| topics of the individual notes. For some notes, reference is |
| made to notes in the consolidated financial statements. |
Under section 149 of the Danish Financial Statements Act, the consolidated financial statements of Pandora (also referred to as the 'Group') represent an extract of Pandora's complete Annual Report. This Annual Report of the Parent Company is an integrated part of the full Annual Report, which contains the statement by Executive Management and the Board of Directors as well as the independent auditor's report.
The Parent Company financial statements show the financial position, results and cash flows of Pandora A/S on a non-consolidated basis for the financial year 1 January – 31 December 2021.
The accounting policies of the Parent Company are unchanged from last year and identical to the accounting policies in Pandora's consolidated financial statements, with the following exceptions:
Foreign exchange adjustments of balances accounted for as part of the total net investment in entities that have a functional currency other than DKK are recognised in profit for the year as net financials in the Parent Company financial statements.
The effective portion of realised and unrealised gains and losses on all commodity hedging instruments is recognised as cost of goods sold, while the ineffective portion is recognised in net financials. Derivative financial instruments are treated as economic hedging if the hedge accounting requirements in IFRS 9 are not met.
Dividends from investments in subsidiaries are recognised in the financial year in which they are declared.
Investments in subsidiaries are measured at cost. Impairment testing is carried out if there is any indication of impairment, as described in Pandora's consolidated financial statements. The carrying amount is written down to the recoverable amount whenever the carrying amount exceeds the recoverable amount. If the Parent Company has a legal or constructive obligation to cover a deficit in subsidiaries, a provision for this is recognised.
Group internal transfer of businesses without consideration (e.g. a merger) is accounted for at booked value based on the consolidated accounts. As of the date of the transfer of the business, the investment in the subsidiary is replaced by the consolidated carrying amounts of underlying assets and liabilities. The difference between the consolidated carrying amounts and investment in subsidiary is recognised in equity. Transfer of businesses without consideration are reflected in the financial statements of the Parent Company from the date of transfer hence comparative information for the transferred business has not been adjusted.
The description in note 1.2 New accounting policies and disclosures to the consolidated financial statements regarding new standards issued effective for the Annual Report for 2021 fully covers the Parent Company as well, except for the amendment to IFRS 16, which has not had any material impact on the Parent Company's results as lease arrangements are limited to the headquarters in Copenhagen and leases for cars and office equipment.
In the process of preparing the Parent Company financial statements, a number of accounting estimates and judgements have been made that affect assets and liabilities at the reporting date and income and expenses for the reporting period. Management regularly reassesses these estimates and judgements, partly on the basis of historical experience and a number of other factors in the given circumstances, see note 1.3 Management's judgements and estimates under IFRS to the consolidated financial statements.
| REVENUE BY SALES CHANNEL | |
|---|---|
| DKK million | 2021 | 2020 |
|---|---|---|
| Third-party distribution | 13,583 | 9,626 |
| Total revenue | 13,583 | 9,626 |
Revenue mainly comprises sales of jewellery to subsidiaries carrying out the distribution. All sales are thus intra-group sales. Contracts are generally five-year distribution contracts.
| REVENUE BY GLOBAL BUSINESS UNIT | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Moments and Collabs | 9,496 | 7,058 |
| - Moments | 8,504 | 5,741 |
| - Collabs | 992 | 1,317 |
| Style and Upstream Innovation | 4,087 | 2,568 |
| - Timeless | 2,266 | 1,599 |
| - Signature | 1,183 | 810 |
| - Me | 567 | 159 |
| - Brilliance | 70 | - |
| Total revenue1 | 13,583 | 9,626 |
| Goods transferred at a point in time | 13,583 | 9,626 |
| Total revenue | 13,583 | 9,626 |
1 Figures include franchise fees of DKK 4 million (2020: DKK 3 million), which have been allocated to the collections.
Revenue is recognised when control of the products has been transferred to the subsidiaries. Change of control of the products occurs when the products have been delivered to the subsidiary and no further obligation exists that can affect the transfer of control. The Parent Company provides return rights to subsidiaries, which cover products received in subsidiaries for both returns and warranty, based on historical return rates and current return liabilities in subsidiaries.
| DKK million | 2021 | 2020 |
|---|---|---|
| Wages and salaries | 760 | 570 |
| Pensions | 54 | 40 |
| Share-based payments | 106 | 43 |
| Social security costs | 7 | 3 |
| Other staff costs | 65 | 118 |
| Total staff costs | 993 | 774 |
| Staff costs have been recognised in the income statement: Sales, distribution and marketing expenses Administrative expenses |
497 496 |
330 444 |
| Total staff costs | 993 | 774 |
| Average number of full-time employees during the year | 797 | 614 |
Key management personnel at Pandora A/S represent the same persons as key management personnel of the Pandora Group. For information regarding remuneration of key management personnel of Pandora A/S, see note 2.3 Staff costs to the consolidated financial statements.
The performance share programmes described in note 2.4 Share-based payments to the consolidated financial statements are issued by Pandora A/S. The value of shares granted to employees in the Parent Company's subsidiaries is recognised in investments in subsidiaries. As described in note 2.4 Share-based payments to the consolidated financial statements, the costs related to share-based payments were DKK 166 million (2020: DKK 70 million), of which DKK 60 million related to subsidiaries (2020: DKK 23 million).
| DKK million | 2021 | 2020 |
|---|---|---|
| Current income tax charge for the year | 1,009 | 160 |
| Change in deferred tax for the year | -180 | 124 |
| Adjustment to current tax for prior years | -21 | -54 |
| Adjustment to deferred tax for prior years | - | 61 |
| Total income tax expense | 808 | 291 |
| Deferred tax on other comprehensive income |
-8 | -5 |
| Tax on other comprehensive income | -8 | -5 |
Pandora A/S is taxed jointly with its Danish subsidiaries. These subsidiaries are included in the joint taxation from the date they are recognised in the consolidated financial statements and up to the date on which they are no longer consolidated. The jointly taxed Danish companies are taxed under the on-account tax scheme.
Further information is provided in note 2.5 to the consolidated financial statements.
| DKK million | 2021 | 2020 |
|---|---|---|
| Deferred tax at 1 January | -318 | -154 |
| Recognised in the income statement | 180 | -185 |
| Recognised in other comprehensive income | 8 | 5 |
| Recognised in equity, share-based payments | 37 | 16 |
| Deferred tax at 31 December | -93 | -318 |
| Deferred tax liabilities | -93 | -318 |
| Deferred tax, net | -93 | -318 |
| 2021 | 2020 | |||
|---|---|---|---|---|
| RECONCILIATION OF EFFECTIVE TAX RATE AND TAX | % | DKK million | % | DKK million |
| Profit before tax | 6,228 | 1,915 | ||
| Corporate tax rate in Denmark, 22% | 22.0% | 1,370 | 22.0% | 421 |
| Non-taxable dividend income | -10.1% | -627 | -7.5% | -143 |
| Non-deductIble impairment expenses | 0.5% | 30 | - | - |
| Non-deductible expenses and non-taxable income | 0.1% | 3 | 0.3% | 7 |
| Other adjustments including adjustment to tax for prior years | -0.2% | -14 | 0.1% | 1 |
| Withholding taxes | 0.7% | 46 | 0.3% | 5 |
| Effective income tax rate/income tax expense | 13.0% | 808 | 15.2% | 291 |
| DKK million | 2021 | 2020 |
|---|---|---|
| Intangible assets | -552 | -542 |
| Property, plant and equipment | 10 | 9 |
| Inventories | 6 | -39 |
| Provisions | 329 | 277 |
| Other assets and liabilities | 114 | -23 |
| Deferred tax, net | -93 | -318 |
| Other intangible | Amortisation and impairment losses have been recognised in the | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| DKK million | Goodwill | Brand | Distribution | assets | Total | income statement as follows: | in the balance sheet: | ||
| 2021 | |||||||||
| Cost at 1 January | 549 | 1,044 | 1,541 | 1,011 | 4,144 | DKK million | 2021 | 2020 | RIGHT-OF-USE ASSETS |
| Additions from merger | 590 | - | - | - | 590 | Sales, distribution and marketing | |||
| Additions | - | - | - | 270 | 270 | expenses | 125 | 88 | |
| Disposals | - | - | - | -8 | -8 | Administrative expenses | 117 | 149 | |
| Cost at 31 December | 1,139 | 1,044 | 1,541 | 1,273 | 4,997 | Total | 242 | 237 | |
| Amortisation and impairment losses | |||||||||
| at 1 January | - | - | 427 | 755 | 1,182 | ||||
| Amortisation for the year | - | - | 30 | 130 | 160 | ||||
| Impairment loss for the year1 | - | - | - | 82 | 82 | (2020: DKK 14 million). | |||
| Disposals | - | - | - | - | - | ||||
| Amortisation and impairment losses at 31 December |
- | - | 457 | 967 | 1,424 | LEASE LIABILITIES | |||
| Carrying amount at 31 December | 1,139 | 1,044 | 1,084 | 306 | 3,573 | ||||
| 2020 | |||||||||
| Cost at 1 January | 549 | 1,044 | 1,541 | 904 | 4,038 | ||||
| Additions | - | - | - | 114 | 114 | ||||
| Disposals | - | - | - | -7 | -7 | ||||
| Cost at 31 December | 549 | 1,044 | 1,541 | 1,011 | 4,144 | ||||
| Amortisation and impairment losses at 1 January |
- | - | 397 | 551 | 947 | ||||
| Amortisation for the year | - | - | 30 | 175 | 205 | million). | |||
| Impairment loss for the year2 | - | - | - | 32 | 32 | ||||
| Disposals | - | - | - | -3 | -3 | ||||
| Amortisation and impairment losses at 31 December |
- | - | 427 | 755 | 1,182 | ||||
| Carrying amount at 31 December | 549 | 1,044 | 1,114 | 256 2,963 |
1 The impairment loss of DKK 82 million relates to write-down of software applications. The loss is mainly recognised as sales, distribution and marketing expenses in the income statement.
2 The impairment loss of DKK 32 million relates to scrapped software applications. The loss is recognised as administrative expenses.
| DKK million | 2021 | 2020 |
|---|---|---|
| Sales, distribution and marketing | ||
| expenses | 125 | 88 |
| Administrative expenses | 117 | 149 |
| Total | 242 | 237 |
NOTE 3.2 LEASES
| RIGHT-OF-USE ASSETS | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Property | 98 | 120 |
| Cars | 6 | 8 |
| Total right-of-use-assets | 104 | 128 |
| LEASE LIABILITIES | ||
|---|---|---|
| DKK million | 2021 | 2020 |
| Non-current | 83 | 105 |
| Current | 24 | 27 |
| Total lease liabilities | 107 | 132 |
Lease liabilities are recognised in loans and borrowings.
Depreciation on right-of-use assets charged to the income statement for the period was DKK 26 million (2020: DKK 23 million).
Interest expense for the period was DKK 1 million (2020: DKK 1 million). Total cash outflow relating to leases was DKK 26 million in 2021 (2020: DKK 23 million).
| DKK million | 2021 | 2020 |
|---|---|---|
| Cost at 1 January | 6,457 | 6,411 |
| Additions | 4 | 24 |
| Disposals1 | -1,022 | - |
| Additions relating to share-based | ||
| payments | 60 | 23 |
| Cost at 31 December | 5,499 | 6,457 |
| Impairment at 1 January | 107 | 107 |
| Impairment for the year | 135 | - |
| Impairment at 31 December | 242 | 107 |
| Carrying amount at 31 December | 5,257 | 6,350 |
1 In 2021, DKK 899 million relates to the merger of Pandora Jewelry Central Western Europe A/S into Pandora A/S, and DKK 114 million relates to the capital reduction in Pandora Jewelry Mexico.
In 2021, Pandora A/S received a total of DKK 2.8 billion in dividend, mainly from subsidiaries in Thailand (DKK 0.9 billion), the US (DKK 0.7 billion), the UK (DKK 0.4 billion) and Spain (DKK 0.3 billion).
In 2020, Pandora A/S received a total of DKK 0.7 billion in dividend from subsidiaries in Thailand.
As at 31 December 2021, the cost price of investments in subsidiaries was tested for impairment where Pandora identified an impairment indicator. The impairment test identified impairment charges for 2021 amounting to DKK 135 million (2020: DKK 0 million). The impairment was related to investments in subsidiaries in Argentina, Brazil and Turkey.
The impairment test was based on a five-year forecast and an applied market-specific discount rate in the range of 14%-43%.
The growth rate applied is an estimate of the expected growth for each market in the terminal period, including the expected average inflation.
Pandora A/S merged with the 100% owned subsidiary Pandora Jewelry Central Western Europe A/S in 2021 with Pandora A/S as the surviving company. Assets obtained through the merger consist of goodwill (DKK 590 million), cash (DKK 17 million), other current assets (DKK 1,176 million) and total liabilities (DKK 839 million).
| DKK million | 2021 | 2020 |
|---|---|---|
| Finished goods | 588 | 340 |
| Point-of-sale materials | 99 | 80 |
| Total inventories at 31 December | 687 | 420 |
| Inventory write-downs at 1 January | 259 | 336 |
| Write-downs during the year | 113 | 328 |
| Utilised in the year | -119 | -405 |
| Inventory write-downs at 31 December | 253 | 259 |
Inventory write-downs are recognised in cost of sales, DKK 99 million (2020: DKK 289 million), and operating expenses, DKK 14 million (2020: DKK 39 million).
| DKK million | 2021 | 2020 |
|---|---|---|
| Contract assets | ||
| Receivables from sale of products | 5,430 | 2,403 |
| Right-of-return assets | 216 | 204 |
| Total contract assets | 5,646 | 2,607 |
| Contract liabilities | ||
| Refund liabilities | 1,674 | 1,438 |
| Total contract liabilities | 1,674 | 1,438 |
The Parent Company recognises a refund liability related to return rights provided to subsidiaries. A corresponding rightof-return asset is also recognised as part of contract assets. The value of the right-of-return asset is determined by how many of the returned products are expected to be sold. Remaining products are written down to remelt value.
Pandora generally accepts that vendors sell off their receivables arising from the sale of goods and services to Pandora to a third party. Pandora has established a supply chain financing programme where vendors can sell off their receivables from Pandora on attractive terms, based on invoices approved by Pandora, but at the bank's sole discretion. Pandora is not directly or indirectly a party to these agreements. The amounts payable to suppliers included in the supply chain financing programme are classified as trade payables in the balance sheet as well as in the cash flow statement (working capital within cash flow from operations) and amounted to DKK 24 million at December 2021 (DKK 23 million at 31 December 2020).
See note 4.1 Share capital to the consolidated financial statements.
| TOTAL LIABILITIES FROM FINANCING ACTIVITIES DKK million |
Financial liabilities 1 January |
Cash flows, net1 |
New leases |
Other2 | Financial liabilities 31 December |
|---|---|---|---|---|---|
| 2021 | |||||
| Non-current borrowings | - | 1,315 | - | -273 | 1,041 |
| Non-current lease liabilities | 105 | - | 2 | -23 | 83 |
| Current borrowings | 2,976 | -2,975 | - | 273 | 274 |
| Current lease liabilities | 27 | -26 | 1 | 22 | 24 |
| Total liabilities from financing activities |
3,107 | -1,687 | 3 | -1 | 1,423 |
| 2020 | |||||
| Non-current borrowings | 5,157 | -2,182 | - | -2,976 | - |
| Non-current lease liabilities | 119 | - | 10 | -25 | 105 |
| Current borrowings | 933 | -933 | - | 2,976 | 2,976 |
| Current lease liabilities | 20 | -22 | 7 | 22 | 27 |
| Total liabilities from financing activities |
6,230 | -3,137 | 17 | -3 | 3,107 |
1 Cash flows from loans and borrowings in the statement of cash flows include internal loan movements. The effect was an inflow of DKK 1,564 million in 2021 (2020: inflow of DKK 4,267 million).
2 The 'Other' column includes the effect of the reclassification of the non-current portion of interest-bearing loans and borrowings to current due to the passage of time. Further, it includes the effect of accrued but not yet paid interest on interest-bearing loans and borrowings and upfront prepayment of lease liabilities. The Group classifies interest paid as cash flows from operating activities.
All hedging is carried out by the Parent Company's Treasury department. As all instruments are also recorded in the Parent Company, all effects from financial instruments are shown in note 4.5 to the consolidated financial statements.
As a consequence of its operations, investments and financing, Pandora A/S is exposed to a number of financial risks that are monitored and managed by Pandora's Group Treasury.
The company's financial risks and the management of these are in all material respects identical to the disclosures made in note 4.4 to the consolidated financial statements, unless otherwise stated below.
The company's credit risk includes the risk related to receivables from subsidiaries.
The table to the right provides a breakdown of Pandora A/S's financial liabilities similar to note 4.4 to the consolidated financial statements.
| LIABILITIES FALL DUE AS FOLLOWS DKK million |
Falling due less than 1 year |
Falling due between 1 and 5 years |
Falling due after more than 5 years |
Total |
|---|---|---|---|---|
| 2021 | ||||
| Non-derivatives | ||||
| Loans and borrowings | 274 | 1,050 | - | 1,324 |
| Lease liabilities | 25 | 75 | 9 | 109 |
| Payables to subsidiaries | 4,937 | - | - | 4,937 |
| Trade payables | 831 | - | - | 831 |
| Other payables | 112 | - | - | 112 |
| Derivatives | ||||
| Derivative financial instruments | 209 | - | - | 209 |
| Total at 31 December | 6,388 | 1,125 | 9 | 7,522 |
| 20201 | ||||
| Non-derivatives | ||||
| Loans and borrowings | 3,006 | - | - | 3,006 |
| Lease liabilities | 28 | 94 | 12 | 135 |
| Payables to subsidiaries | 4,361 | - | - | 4,361 |
| Trade payables | 1,135 | - | - | 1,135 |
| Other payables | 59 | - | - | 59 |
| Derivatives | ||||
| Derivative financial instruments | 119 | - | - | 119 |
| Total at 31 December | 8,708 | 94 | 12 | 8,814 |
1 Items not classified as financial instruments were excluded in 2020.
| FINANCE INCOME DKK million |
2021 | 2020 |
|---|---|---|
| Reclassified from equity hedge reserves | 53 | 149 |
| Total finance income from derivative financial instruments | 53 | 149 |
| Finance income from loans and receivables measured at amortised cost: | ||
| Interest income from subsidiaries | 31 | 64 |
| Foreign exchange gains | 138 | 165 |
| Total finance income from loans and receivables | 169 | 230 |
| Total finance income | 222 | 379 |
| FINANCE COSTS | ||
| DKK million | 2021 | 2020 |
| Reclassified from equity hedge reserves | 298 | 68 |
| Total finance costs from derivative financial instruments | 298 | 68 |
| Finance costs from financial liabilities measured at amortised cost: | ||
| Interest costs to subsidiaries | 11 | 5 |
| Foreign exchange losses | 120 | 326 |
| Interest on loans and borrowings | 34 | 61 |
| Interest on lease liabilities | 1 | 1 |
| Other finance costs | 45 | 50 |
| Total finance costs from loans and borrowings | 211 | 443 |
| Total finance costs | 509 | 511 |
| DKK million | 2021 | 2020 |
|---|---|---|
| Effects from exchange rate adjustments | 5 | -161 |
| Effects from derivative financial instruments | 380 | -318 |
| Other, including gains/losses from sale of property, plant and equipment |
0 | 1 |
| Total other non-cash adjustments | 384 | -478 |
Pandora is a party to various legal proceedings with current business partners, authorities and other third parties, related to copyrights, marketing conduct and pricing. None of these proceedings is expected to have a material effect on Pandora A/S's financial position or future earnings.
Pandora A/S has entered into a number of long-term purchase, sales and supply contracts in the course of the company's ordinary business. Contractual obligations amounted to DKK 491 million as 31 December 2021 (2020: DKK 461 million). Apart from the liabilities already recognised in the balance sheet, the company does not expect to incur any significant financial losses as a result of these contracts.
Pandora A/S has issued letters of support in favour of certain subsidiaries. Furthermore, the company has issued guarantees totalling DKK 508 million at 31 December 2021 in favour of certain subsidiaries related to securing local credit lines and rental agreements (2020: DKK 580 million).
The company is jointly taxed with Danish subsidiaries. The company is jointly and severally liable with other jointly taxed Danish companies within the Group for income tax and withholding taxes due on or after 1 July 2012 in the joint taxation.
| DKK million 2021 Income statement: Sales to subsidiaries 13,577 |
2020 9,621 -4,726 |
|---|---|
| Purchases from subsidiaries -5,977 |
|
| Recharges -589 |
-312 |
| Dividend 2,848 |
652 |
| Finance income 31 |
64 |
| Finance costs -11 |
-5 |
| Total 9,880 |
5,294 |
| Balance sheet: | |
| Loans to subsidiaries, non-current 878 |
1,010 |
| Trade receivables from subsidiaries 5,418 |
2,399 |
| Loans to subsidiaries, current 1,411 |
1,301 |
| Right-of-return assets, related parties 216 |
204 |
| Payables to subsidiaries -4,937 |
-4,361 |
| Refund liabilities, related parties -1,674 |
-1,438 |
| Total 1,312 |
-885 |
| Development in impairment losses on trade receivables | |
| Impairment at 1 January 24 |
25 |
| Additions 15 |
- |
| Unused amounts reversed - |
-1 |
| Impairment at 31 December 39 |
24 |
AUDITOR In addition to the related parties disclosed in note 5.2 to the consolidated financial statements, related parties of Pandora A/S include the subsidiaries listed in the Group structure in note 5.5 to the consolidated financial
statements.
NOTE 5.3
| DKK million | 2021 | 2020 |
|---|---|---|
| Fee for statutory audit | 3 | 3 |
| Other assurance engagements | 1 | 1 |
| Total audit related services | 4 | 4 |
| Other services | - | 0 |
| Total non-audit services | - | 0 |
Total fees to independent auditor 4 4
The costs are recognised in the income statement as administrative expenses.
FEES TO INDEPENDENT
Havneholmen 17-19 1561 Copenhagen V Denmark
Phone: +45 3672 0044 CVR no.: 28505116 www.pandoragroup.com
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