Interim / Quarterly Report • Jul 31, 2023
Interim / Quarterly Report
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2023 HALF-YEAR REPORT
| CORPORATE INFORMATION | 2 |
|---|---|
| CORPORATE BOARDS | 3 |
| DIRECTORS' REPORT | 4 |
| CONDENSED CONSOLIDATED 2023 HALF-YEAR FINANCIAL STATEMENTS AND EXPLANATORY NOTES |
19 |
| Consolidated Income Statement | 19 |
| Consolidated Comprehensive Income Statement | 20 |
| Consolidated Balance Sheet | 21 |
| Consolidated Cash Flow Statement | 22 |
| Statement of changes in Consolidated Shareholders' Equity | 23 |
| Consolidated Net Financial Position | 24 |
| Changes in the Net Financial Position | 25 |
| Explanatory Notes | 26 |
| Explanatory Notes to the Consolidated Income Statement | 30 |
| Explanatory Notes to the Consolidated Balance Sheet | 38 |
| Attachments | 59 |
| DECLARATION OF THE CONDENSED FINANCIAL STATEMENTS AS PER ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF MAY 14, 1999 |
62 |
| AUDITORS' REPORT ON THE LIMITED AUDIT OF THE CONDENSED CONSOLIDATED HALF YEAR FINANCIAL STATEMENTS |
63 |
REGISTERED OFFICE
BasicNet S.p.A. Largo Maurizio Vitale, 1 Turin 10152 - Italy Tel. +39 011 26171
LEGAL INFORMATION
Approved and subscribed share capital Euro 31,716,673.04 VAT, Tax and company's office registration number 04413650013 Turin Economic and Administrative Register No. 631153
| Marco Daniele Boglione | Chairperson |
|---|---|
| Alessandro Boglione | Vice-Chairperson |
| Lorenzo Boglione | Vice-Chairperson |
| Federico Trono | Chief Executive Officer |
| Maria Boglione | Director |
| Veerle Bouckaert | Executive Director |
| Piera Braja | Independent Director |
| Remuneration Committee | |
| Chairperson of the Control and Risks and Related Parties Committee | |
| Paola Bruschi | Executive Director |
| Francesco Calvo | Independent Director |
| Remuneration Committee | |
| Control and Risks and Related Parties Committee | |
| Cristiano Fiorio | Independent Director |
| Control and Risks and Related Parties Committee | |
| Monica Gamberoni | Executive Director |
| Francesco Genovese | Executive Director |
| Daniela Ovazza | Remuneration Committee |
| Carlo Pavesio | Chairperson of the Remuneration Committee |
| Ugo Palumbo | Chairperson |
|---|---|
| Gianna Luzzati | Statutory Auditor |
| Alberto Pession | Statutory Auditor |
| Simonetta Mattei | Alternate Auditor |
| Riccardo Garbagnati | Alternate Auditor |
EY S.p.A.
H1 2023 Key Performance Indicators:
aggregate sales of Group brand products globally totalled Euro 558.3 million, decreasing 1.7%, and were broken down as follows:
| (in Euro millions) | H1 2023 | H1 2022 | % Change |
|---|---|---|---|
| Commercial and direct licensee sales | 396.2 | 393.6 | 0.7% |
| Productive licensee sales | 162.1 | 174.3 | (7.0%) |
| Aggregate sales of licensees and direct | 558.3 | 567.9 | (1.7%) |
Commercial and direct licensee sales growth confirmed in Europe (+12.5%), which accounts for approx. 70.6% of aggregate sales, while reducing in the other regions (Americas -25.4%, Asia and Oceania -17.4%, Middle East and Africa -14.2%), due to a contraction in some markets - against a preceding period which saw extraordinary growth;
Direct sales grew on the same period of the previous year, partly due to the contribution of K-Way France S.a.s, acquired in April 2022. On the other hand, the corresponding royalties from the French subsidiary decreased;
In relation to the "alternative performance indicators", as defined by CESR/05-178b recommendation and Consob Communication DEM/6064293 of July 28, 2006, we provide below a definition of the indicators used in the present Directors' Report, as well as their reconciliation with the financial statement items:
| Commercial licensees or licensees | independent business owners, granted licenses to distribute Group brand products in their respective regions. |
|---|---|
| Productive licensees or sourcing centers | third-party firms to the Group. Their function is to manufacture and market merchandise and are located in various countries worldwide, depending on what type of goods they produce. |
| Commercial and direct licensee aggregate sales | sales by commercial licensees, recognised by the BasicNet Group to the royalties account and the sales by the Group company license holders. |
| Productive licensee aggregate sales | sales by productive licensees, recognised by the BasicNet Group to the "royalties and sourcing commissions" account of the income statement. |
| Brand aggregate sales | is the sum of "Aggregate sales of commercial and direct licensees" and "Aggregate sales of production licensees". |
| Consolidated Revenues | the sum of royalties, sourcing commissions and sales of the BasicNet Group companies and property revenues from third parties. |
| EBITDA | "operating result" before "amortisation and depreciation". |
| EBIT | "operating result". |
| Contribution margin on direct sales | "gross margin"; |
| Debt/equity ratio | this is an indicator of the financial structure of the balance sheet and is calculated as the ratio of financial debt to shareholders' equity. |
| Net financial position | total of current and medium/long-term financial payables, less cash and cash equivalents and other current financial assets. |
| Net financial position with banks | the Net financial position, net of payables for rights-of-use and payables for the acquisition of company shares. |
| Earnings/(loss) per share | calculated as required by IFRS on the basis of the weighted average number of shares in circulation in the year. |
The BasicNet Group operates in the causal and sportswear leisurewear, footwear and accessories sector through the brands Kappa®, Robe di Kappa®, K-Way®, Superga®, Sebago®, Briko®, Jesus®Jeans and Sabelt®.
Group activities involve driving brand enhancement and product distribution through a global network of licensees. This business network is defined as the "Network". And from which the name BasicNet derives. The Network of licensees encompasses all key markets worldwide.
The BasicNet Group brands form part of the informal and casual clothing sector, which has experienced significant growth since the 1960's and continues to develop with the "liberalisation" of clothing trends.
The BasicNet Group comprises Italian and international operating companies within two sectors, as outlined in detail in Note 6:
Commercial operations focused mainly on the renewal of expiring licensing contracts. We highlight the new Sebago® brand distribution agreements for the Philippines and Singapore. A new agreement for the Taiwanese market was signed for the K-Way® brand.
Major communication initiatives in the first half of the year include:
At June 30, Kappa® and Robe di Kappa® monobrand stores and shop-in-shops opened by licensees globally numbered 1,556 (of which 205 in Italy), with Superga® monobrand stores and shop-in-shops totalled 241 (of which 57 in Italy), and there were 107 K-Way® sales points (of which 31 in Italy and 48 in France) and 48 Sebago® sales points (of which 3 in Italy, in Rome, Milan and Turin).
The condensed income statement for the year is reported below:
| (Euro thousands) | H1 2023 | H1 2022 | Changes | % |
|---|---|---|---|---|
| Brand aggregate sales * | 558,266 | 567,863 | (9,597) | (1.7%) |
| Royalties and sourcing commissions | 32,694 | 34,939 | (2,245) | (6.4%) |
| Consolidated direct sales | 146,597 | 126,975 | 19,622 | 15.5% |
| EBITDA ** | 22,634 | 22,443 | 191 | 0.9% |
| EBIT ** | 14,538 | 15,523 | (985) | (6.3%) |
| Group Net Result | 7,429 | 10,732 | (3,303) | (30.8%) |
| Earnings per share ** | 0.1489 | 0.2124 | (0.064) | (29.9%) |
* Data not audited
** For the definition of the indicators reference should be made to paragraph 5 of this Report
The breakdown of sales and production revenues generated through the global Group licensees at current exchange rates was as follows:
| (Euro thousands) | H1 2023 | H1 2022 | Changes | % |
|---|---|---|---|---|
| Commercial and direct licensee aggregate sales | 396,164 | 393,523 | 2,641 | 0.7% |
| Productive licensee aggregate sales | 162,102 | 174,340 | (12,238) | (7.0%) |
| Brand aggregate sales * | 558,266 | 567,863 | (9,597) | (1.7%) |
* Data not audited
The regional breakdown of commercial licensee and direct aggregate sales was as follows:
| (Euro thousands) | H1 2023 | H1 2022 | Changes | |||
|---|---|---|---|---|---|---|
| Europe | 279,567 | 70.6% | 248,468 | 63.1% | 31,099 | 12.5% |
| America | 44,756 | 11.3% | 60,029 | 15.3% | (15,273) | (25.4%) |
| Asia and Oceania | 28,933 | 7.3% | 35,023 | 8.9% | (6,090) | (17.4%) |
| Middle East and Africa | 42,908 | 10.8% | 50,003 | 12.7% | (7,095) | (14.2%) |
| Commercial licensee and direct aggregate sales |
396,164 | 100.0% | 393,523 | 100.0% | 2,641 | 0.7% |
* Data not audited
and of the productive licensees:
| (Euro thousands) | H1 2023 | H1 2022 | Changes | |||
|---|---|---|---|---|---|---|
| Europe | 18,972 | 11.7% | 13,503 | 7.7% | 5,469 | 40.5% |
| America | 18,919 | 11.7% | 14,159 | 8.1% | 4,760 | 33.6% |
| Asia and Oceania | 122,161 | 75.4% | 143,542 | 82.3% | (21,382) | (14.9%) |
| Middle East and Africa | 2,051 | 1.3% | 3,136 | 1.8% | (1,085) | (34.6%) |
| Productive licensee aggregate sales* | 162,102 | 100.0% | 174,340 | 100.0% | (12,238) | (7.0%) |
* Data not audited
Commercial licensee and direct aggregate sales of Euro 396.2 million were up 0.7%, from Euro 393.5 million in the previous year; continental level growth is commented upon in the introductory paragraphs to this Report.
The sales of the productive licensees (Sourcing Centers) are only made to commercial licensees or entities within the "Powered by BasicNet" scope. The production licenses issued to the Sourcing Centers, differing from those issued to the commercial licensees, do not have regional limitations, but are rather based on technical production and business competences. Product sales by the Sourcing Centers to commercial licensees are made in advance of those made by the latter to the end customer. Production licensee sales decreased 7% due to the extraordinary supplies in 2022 to cope with the shortages and logistical criticalities of the pandemic period.
Overall consolidated direct sales were Euro 146.6 million (Euro 127 million in H1 2022) - up 15.5%. Direct sales grew on the same period of the previous year, partly due to the contribution of K-Way France S.a.s, acquired in April 2022 and therefore only consolidated for the second quarter of the comparative period. On the other hand, the corresponding royalties from the French subsidiary decreased;
The contribution margin on sales increased from Euro 49.7 million in 2022 to Euro 62.4 million in 2023 (+25.7%), due to the increased direct sales (+15.5%) in both Italy and Europe, together with a general increase in the product margin, which came in at 42.6% - up on 39.1% in H1 2022.
Other income of Euro 3.9 million is in line with the first half of the previous year.
Sponsorship and media spend of Euro 18.2 million was substantially in line with Euro 18.0 million in the same period of the previous year.
Personnel costs rose from Euro 17.6 million in 2022 to Euro 22.3 million in 2023, an increase of approx. Euro 4.7 million, due mainly to the inclusion of the cost concerning the approx. 90 personnel employed by K-Way France for the entire period, compared to their consolidation from April in the previous year. The average number of employees in H1 2023 was 946 compared to 883 in 2022.
Overhead costs, i.e. Selling and general and administrative costs and royalties expenses increased Euro 5.5 million, reaching Euro 35.8 million in 2023.
EBITDA stood at Euro 22.6 million (Euro 22.4 million in H1 2022).
EBIT was Euro 14.5 million after amortisation and depreciation of Euro 4.3 million and the depreciation of rightof-use of Euro 3.8 million.
Consolidated net financial charges/income, including exchange gains and losses, reported a charge of Euro 2.2 million, compared to income of Euro 150 thousand in the same period of the previous year. The net charge is due to the widely reported and general increase in the average cost of money, alongside the deteriorated currency management result.
The pre-tax profit was Euro 12.4 million, compared to a Euro 15.7 million in H1 2022.
Current and deferred taxes in the year amounted to Euro 4.9 million, with the effective tax rate having increased, mainly due to the reduction in the Patent Box benefit.
The net profit of Euro 7.4 million compares to Euro 10.7 million in the previous year.
The Financial Highlights by Group segment were as follows:
The financial statements by segment are reported at Note 6 of the Notes to the consolidated financial statements.
The changes in the balance sheet are reported below:
| (Euro thousands) | June 30, 2023 | December 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Property | 40,133 | 40,930 | 41,374 |
| Brands | 59,134 | 59,095 | 59,075 |
| Right-of-use assets | 30,773 | 29,911 | 32,246 |
| Non-current assets | 75,977 | 74,514 | 66,982 |
| Current assets | 240,865 | 248,663 | 215,011 |
| Total assets | 446,882 | 453,114 | 414,688 |
| Group shareholders' equity | 146,990 | 149,146 | 133,726 |
| Non-current liabilities | 99,844 | 106,548 | 89,216 |
| Current liabilities | 200,048 | 197,420 | 191,746 |
| Total liabilities and shareholders' equity | 446,882 | 453,114 | 414,688 |
In terms of fixed asset movements, tangible assets increased as a result of investments to develop computer programmes (Euro 1.4 million), to purchase EDP and furniture and fittings (Euro 1.2 million), in addition to sales outlet improvements for Euro 1.2 million.
Group shareholders' equity decreased from Euro 149.1 million at December 31, 2022 to Euro 147 million in 2023, following the distribution of dividends for Euro 9 million (of which Euro 8.4 million has been effectively settled).
| (Euro thousands) | June 30, 2023 | December 31, 2022 |
June 30, 2022 | Changes vs December 31, 2022 |
Changes vs June 30, 2022 |
|---|---|---|---|---|---|
| Net financial position – Short-term | (52,854) | (41,862) | (41,543) | (10,993) | (11,312) |
| Financial payables – Medium-term | (44,021) | (51,756) | (30,617) | 7,734 | (13,404) |
| Finance leases | (153) | (259) | (380) | 106 | 227 |
| Net financial position with banks |
(97,028) | (93,876) | (72,540) | (3,153) | (24,489) |
| Payables for earn-out | (9,738) | (17,081) | (13,598) | 7,343 | 3,860 |
| Payables for rights-of-use | (31,570) | (30,734) | (33,118) | (836) | 1,549 |
| Net Financial Position | (138,336) | (141,691) | (119,256) | 3.354 | (22,940) |
| Debt/equity ratio | 0.94 | 0.95 | 0.89 | (0.01) | 0.05 |
Net financial position with banks rose from net debt of Euro 93.9 million at December 31, 2022, to Euro 97 million at June 30, 2023. Dividends of Euro 8.4 million were distributed in H1 2023 and treasury shares acquired for approx. Euro 1.2 million. The Group also invested Euro 5.1 million in fixed assets.
Earnout payables include the best estimate of the variable price component due to the former shareholders of K-Way France, which will be defined on the basis of the subsidiary's performance over the three-year period 2023- 25. During the first half of the year, the Group settled the first portion of the earnout due to the previous shareholders, based on the final 2022 result, for Euro 7.3 million.
Right-of-use payables rose approx. Euro 0.8 million compared to December 31, 2022, due to new shop openings and the renewal of expired or maturing lease contracts, net of payments in the period.
The Net financial position therefore decreased from Euro -141.7 million at December 31, 2022 to Euro -138.3 million at June 30, 2023.
The Extraordinary Shareholders' Meeting of May 30, 2022 approved the elimination of the par value of shares and the cancellation of 6,993,602 treasury shares held in portfolio. In light of the above, the share capital of BasicNet S.p.A. comprises 54,000,000 ordinary shares.
The key stock market figures for the years 2023 and 2022 are reported in the following table:
| June 30, 2023 | December 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| Earnings/(loss) per share | 0.1489 | 0.5994 | 0.2124 |
| Price at period end | 5.34 | 5.31 | 5.78 |
| Maximum price in the period | 6.03 | 6.69 | 6.69 |
| Minimum price in the period | 5.23 | 4.53 | 4.55 |
| Market capitalisation | 288,360 | 286,740 | 312,120 |
| Total number of shares | 54,000,000 | 54,000,000 | 54,000,000 |
| No. Shares outstanding | 49,906,700 | 50,112,500 | 50,523,000 |
At the date of this Report, the list of parties holding, directly or indirectly, more than 5% of the share capital (the significance threshold established by Article 120, paragraph 2 of Legs. Decree No. 58 of 1998 for BasicNet which is classified as a "Small-Medium sized enterprise" as per Article 1, letter w-quater 1) of Legislative Decree No. 58 of 1998), represented by shares with voting rights, according to the shareholders' register, supplemented by the communications received in accordance with Article 120 of Legislative Decree No. 58 of 1998 is as follows:
| Shareholder | % of ordinary & voting share capital |
Note |
|---|---|---|
| Marco Boglione | 37.996% | Owned indirectly through Marco Boglione e Figli S.r.l., which in turn owns the entire share capital of BasicWorld S.r.l. (37.419%) and the remaining 0.577% directly. |
| Helikon Investments Limited | 11.601% | Held by way of discretionary asset management. The company in addition holds "cash settled equity swaps" financial instruments on BasicNet shares equal to 1.672%. |
| BasicNet S.p.A. | 7.580% | Treasury shares in portfolio |
| Francesco Boglione | 7.088% | Held indirectly through Francesco Boglione S.r.l. for 1.941%, with the remaining 5.147% held directly. |
| Tamburi Investment Partners S.p.A. | 5.128% |
The BasicNet Group is subject to a variety of strategic, market and financial risks, as well as general business operational risks.
These risks arise from factors that may comprise the value of the trademarks that the Group implements through its Business System. The Group requires the capacity to identify new business opportunities and markets and appropriate licensees for each market. The Group monitors the activities of its licensees and detects any problems on-line in the management of the brands in the various regions. However, as the commercial license contracts usually establish the advance payment of guaranteed minimum royalties, economic conditions on certain markets may impact the financial capacity of certain licensees, temporarily reducing royalties, particularly where such licensees had previously exceeded the guaranteed minimums.
The Group retains that its Business System has the flexibility needed to swiftly respond to changes in customers' tastes and to limited and localised consumer slowdown. However, the Group may be exposed to economic crises and social and general unrest, which may impact on consumer trends and the general economic outlook.
2022 featured Russia's invasion of Ukraine and the consequent international tensions which continued throughout the year. The conflict to-date has not had significant direct impacts on the Group's operations. The Group companies do not purchase products from the areas affected by the conflict and outstanding transactions with the two countries have been settled on schedule.
The spread of COVID-19 generated an unprecedented emergency on a global scale, with major health, social, and economic repercussions. Amid significant uncertainty, the Group promptly dealt with the emergency, introducing all protective measures to safeguard the health of employees and business continuity and will maintain the level of attention necessary to act promptly amid any new pandemic outbreaks.
The adoption of a licensee network system has enabled the Group brands to expand and quickly enter new markets. The Group monitors the activities of its licensees and detects any problems on-line in the management of the brands in the various regions. The most important factor of the system is therefore to guarantee the capacity to identify new business opportunities and markets and appropriate licensees for each market. The main risk is therefore the undertaking of licensees not equipped for the task and the particular local market.
The Group has adopted specific measures to assess licensees and for the drawing up of contracts to offset this risk, including:
The Group in addition in 2012 put in place the "dotcom"" BasicAudit for the control, verification and analysis of licensee operational compliance, identifying any discrepancies in their operations, developing contractual clauses requiring the annual preparation of certified statements by the International Auditing Firm to certify the data sent to the Group, and carrying out specific controls at licensee offices.
BasicNet carries out extensive selection and monitoring activities on the Sourcing Centers i.e. licensee businesses managing the production flows of Group brand finished products, which are distributed by the commercial licensees within their respective areas and has developed an IT platform which directly connects the productive and commercial licensees.
The theoretical risks identified with regards to the Sourcing Centers are:
BasicNet has put in place specific operating mechanisms to correctly manage these risks, including:
The Group is exposed to currency risk on merchandise purchases or royalty income from commercial licensees and sourcing centre commissions not within the Eurozone. These transactions are mainly in US Dollars and to a lesser extent in Japanese Yen, UK Sterling and Swiss Francs.
The risks on fluctuations of the US Dollar on purchases are measured, preliminary, in the preparation of the budgets and finished products price lists, so as to adequately cover the impact of these fluctuations on sales margins.
Subsequently, royalty income and sourcing commissions from sales are utilised to cover purchases in foreign currencies, within the normal activities of the Group centralised treasury management.
For the foreign currency purchases not covered by foreign currency receipts, or in the case of significant time differences between receipts and payments, forward purchase and sales contracts (flexi-term) are underwritten.
The Group does not undertake derivative financial instruments for speculative purposes.
Group trade receivables derive from licensee royalty income, Sourcing Centre commissions billed, the sales of finished products and property revenues from third parties.
Royalty trade receivables are largely secured by bank guarantees, corporate sureties, letters of credit, guarantee deposits, or advance payment, provided by licensees.
Sourcing commission receivables are covered by the payables of the subsidiaries Kappa S.r.l., K-Way S.p.A., BasicItalia S.p.A., Kappa France S.a.s. and K-Way France S.a.s. to the Sourcing Centers.
Receivables from Italian and French footwear and apparel retailers within the subsidiaries are monitored continually by the credit department of the company alongside specialised legal recovery firms and partners throughout the country, commencing from the customer order. Receivables from the brand stores under franchises are paid weekly, related to their sales and do not present substantial insolvency risks.
Property revenues from third parties do not present substantial default risks.
The sector in which the Group operates is exposed to seasonal factors, which impact upon the timing of goods procurement compared to sales, in particular where the products are acquired on markets with favourable production costs and where the lead times are however much longer. These factors also have seasonal effects on the financial cycle of the Group's commercial companies.
Short-term debt to finance working capital needs comprises "import financing" and "self-liquidating bank advances" secured by the order backlog. The Group manages the liquidity risk through close control on operating working capital with specific attention on inventories, receivables, trade payables and treasury management, with real-time operational reporting indicators or, for some information, at least on a monthly basis, reporting to Senior Management.
The interest fluctuation risks of some medium-term loans were hedged with conversion of the variable rate into fixed rates (swaps).
The Group may be involved in legal and tax disputes, concerning specific issues and in various jurisdictions. Considering the uncertainties relating to these issues, it is difficult to predict with precision any future payments required. In addition, the Group has instigated legal action for the protection of its Trademarks, and of its products, against counterfeit products. The cases and disputes against the Group often derive from complex legal issues, which are often subject to varying degrees of uncertainty, including the facts and circumstances relating to each case, jurisprudence and different applicable laws.
In the normal course of business, management consults with its legal consultants and experts in fiscal matters. The Group accrues a liability against disputes when it considers it is probable that there will be a financial payment made and when the amount of the losses arising can be reasonably estimated.
The main disputes in which the Group is involved are summarised below.
In the initial months of 2018, a tax dispute with the Tax Agency began, following the inspection by the Finance Police for the years 2012 to 2017 at BasicNet S.p.A.. In the tax assessment, the Agency alleges the partial nondeductibility of the Post-employment benefit provision accrual made for the Executive Boards for the years 2012 to 2015, on the basis of an interpretation of the rules governing Post-employment benefits for employees, in the total absence of specific tax rules. The Tax Agency is claiming approx. Euro 360 thousand for IRES, in addition to penalties and interest. Not agreeing with the Tax Agency's interpretation and noting also favourable jurisprudence in similar cases, the Company presented an appeal for all of the years subject to assessment. In March 2019, the Turin Provincial Tax Commission heard the appeal presented by BasicNet. The Tax Agency has appealed against the Tax Commission's decision. The hearing before the Regional Tax Commission held in September 2020 confirmed the Turin Provincial Tax Commission's verdict, finding in favour of BasicNet.
In April 2021, the Supreme Court of Cassation notified BasicNet of the challenge made by the Tax Agency. In February 2023, Section VI referred the case to Section V of the Supreme Court.
On December 28, 2018, a tax assessment was received from the Tax Agency by the subsidiary Basic Properties America, Inc., with registered and administration office in New York-USA, following checks on BasicNet by the Finance Police in 2017, on the basis of the alleged tax inversion claimed by the latter against the US subsidiary. The assessments initally concern financial years 2011, 2012 and 2013, alleging tax evasion in Italy for approx. Euro 3.6 million, in addition to interest and penalties. Tax assessments were also received by BasicTrademark S.A. and SupergaTrademark S.A. for the alleged evasion of VAT for approx. Euro 1 million, on the basis that the royalties paid by Basic Properties America, Inc., for tax purposes considered an Italian company, to these two companies should have been subject to VAT. In July 2019, similar tax assessments for financial year 2014 were received, with claims for additional taxes of approx. Euro 0.3 million and for VAT for approx. Euro 0.1 million.
As they did not consider the arguments put forward by the Agency to be well-founded, the companies lodged appeals against the tax assessments and requests for provisional suspension of the executive effects of the assessments. The Turin Provincial Tax Commission, which had already accepted the request for provisional suspension in October 2019, at the end of January 2020 fully accepted the combined appeals of Basic Properties America Inc., BasicTrademark S.A. (changed its legal format to a "S.r.l." and its name to Kappa S.r.l.) and Superga Trademark S.A. (now S.r.l. and subsequently incorporated with BasicTrademark S.r.l.) and cancelled the tax assessments issued by the Tax Agency.
In June 2020, the Tax Agency appealed against the Provincial Tax Commission's decision. In February 2023, the Piedmont Second Instance Tax Court rejected the Tax Agency's grounds of appeal, upholding the first instance decision favorable to the Group.
In May and June 2021, assessment notices relating to 2015 were received, with further demands of approx. Euro 0.2 million for direct taxes and Euro 0.3 million for VAT: the companies prepared their respective appeals, as well as the requests for provisional suspension of the effects. Nonetheless, the collections unit of the tax administration took charge of the amounts demanded, issuing payment demands equal to one-third of the respective assessment notices. In January 2023, the Turin First Instance Tax Court upheld the appeals filed by the Group Companies.
In October 2022, assessment notices relating to 2016 were received, with further demands of approx. Euro 0.4 million for direct taxes and Euro 0.3 million for VAT: the companies prepared their respective appeals, as well as the requests for provisional suspension of the effects. In late February, the Turin First Instance Tax Court suspended the execution of the challenged acts and set a hearing on the merits for June 2023.
On June 21, 2023, the first level judgement of the Tax Court fully accepted the combined appeals of Basic Properties America Inc., BasicTrademark S.A. (which changed its legal format to a "S.r.l." and its name to Kappa S.r.l.) and Superga Trademark S.A. (now S.r.l. and subsequently incorporated with BasicTrademark S.r.l.) and cancelled the tax assessments issued by the Tax Agency in relation to fiscal year 2016.
Law No. 197 of December 29, 2022 (Budget Law 2023) provided for a series of defining institutions of the tax claim ("tax truce"); consequently, its entry into force entailed a nine-month suspension of the deadlines for appealing all judgments, regarding definable disputes, which would have ordinarily expired between January 1 and July 31, 2023. Therefore, as of September 30, the ordinary terms for any appeal by the Tax Agency in the second instance (for the 2015-2016 fiscal years) or in the Court of Cassation (for the 2011-2014 fiscal years) will begin.
As of today's date, the Group companies have had their claims recognised in the first instance for all the years in dispute and in the second instance for the years 2011 to 2014.
BasicItalia S.p.A. has exercised, on June 3, 2021, its pre-emption right, under the agreement concluding on April 30, 2022, to enter into a new sponsorship contract for the Italian Winter Sports Federation through the Kappa brand for the four-year period 2022-26, which includes the Milan Cortina 2026 Olympics. Nevertheless, FISI considered that the exercise of the pre-emption right by BasicItalia S.p.A was not sufficient to conclude a contract and informed the BasicNet Group of its intention to sign a sponsorship agreement with a third party.
The judgment in the case on the merits, issued on February 23, 2023, confirms this protective order issued on July 14, 2022 and the position of BasicItalia S.p.A., namely that from the moment of BasicItalia S.p.A.'s acceptance of the conditions offered by FISI, and thus from June 3, 2021, a new sponsorship contract was concluded between BasicItalia S.p.A. and FISI for the 2022/23 seasons until the 2025/26 season, also recognising a right of first refusal in favour of Basic Italia S.p.A. for the following four-year period.
As a result, the court ordered FISI to fulfil its contractual obligations, prohibiting FISI from entering into supply and sponsorship contracts with third parties other than BasicItalia S.p.A. and from using in its competitive activities clothing items with trademarks other than those indicated in the contract between BasicItalia S.p.A. and FISI.
Regarding damages, the Court ruled that the damage resulting from FISI's breach of duty can only be fully assessed and quantified following the last competitive season until at least 2025/2026.
FISI appealed the judgment by writ of summons served on March 27, 2023, requesting to suspend and/or revoke the provisional enforceability of the judgment and to uphold the appeal on the basis of the conclusions advanced by FISI in the first instance judgment and, by way of counterclaim, to establish BasicItalia's failure to comply with the provisions of the Contract and to declare the termination of the Contract for non-performance with an order to pay damages.
A hearing on the merits at the Milan Court of Appeals has been set for September 14, 2023. Meanwhile, on July 20, FISI's request for a stay of the enforceability of the first instance ruling was granted by the Court of Appeals, pending further consideration of the documents in the appeal proceedings.
On April 13, 2023, the Company announced the launch of a plan to purchase treasury shares in accordance with the motions of the Shareholders' Meeting held on the same date, for a maximum number of treasury shares equal to 20% of the share capital and a maximum countervalue of Euro 30 million, in compliance with all legal limits.
At June 30, 2023, the Company held 4,093,300 treasury shares (7.58% of the share capital), for a total investment of Euro 15.1 million.
At June 30, 2023, the Group headcount was 1,019, as follows:
| Category | Human Resources at June 30, 2023 |
Human Resources at June 30, 2022 |
|---|---|---|
| Executives | 37 | 37 |
| White-collar | 944 | 769 |
| Blue-collar | 38 | 123 |
| Total | 1,019 | 929 |
The corporate reorganisation project to bring under the direct control of BasicNet all of the individual brandowning companies, begun at the beginning of 2022, shall be completed by the end of the present year. For this purpose, SupergaRetail S.r.l. and SebagoRetail S.r.l. were established in the first half of the year: the two new companies, set up to manage the direct domestic retail activities of their respective brands, became fully operational as of July 1, 2023.
The project does not entail any change in the Group's ownership structure or equity structure.
On July 3, 2023, officials from the Tax Agency, Provincial Office II of Turin, Controls Office, gained access to the headquarters of BasicNet S.p.A. to initiate a so-called "targeted" inspection concerning the 2017 tax period.
In particular, the officials were in charge of checking the correct determination of tax credits, as per Article 165 of the Income Tax Law, related to income produced abroad by BasicNet S.p.A., in addition to other entities belonging to the tax consolidation having as consolidator the aforementioned BasicNet S.p.A., which in Italy have benefited from the "Patent box" tax break, as per Article 1, paragraphs 39-47, of Law No. 190 of 23/12/2014 (Stability Law 2015) and subsequent amendments.
The Company responded promptly to the auditors requests by providing the documentation as requested.
The relevant Office formally concluded its audit activities on the morning of July 28 this year, with the issuance of the relative Formal Notice of Findings, without raising any issues for further consideration.
On the basis of the order portfolio and forecast royalties and sourcing commissions, consolidated revenues are expected to grow further in the current financial year. Results from operations however remain contingent on the evolving global general economic and geopolitical environment.
* * *
Turin, July 28, 2023
For the Board of Directors The Chairperson
Marco Daniele Boglione
In accordance with Consob Resolution No. 15519 of July 27, 2006, the transactions with related parties are described at Note 49.
| (Euro thousands) | Note | H1 2023 | H1 2022 | Changes | |||
|---|---|---|---|---|---|---|---|
| Consolidated direct sales Cost of sales |
(8) (9) |
146,597 (84,163) |
100.00 (57.41) |
126,975 (77,319) |
100.00 (60.89) |
19,622 (6,845) |
15.45 (8.85) |
| GROSS MARGIN | 62,434 | 42.59 | 49,656 | 39.11 | 12,778 | 25.73 | |
| Royalties and sourcing commissions | (10) | 32,694 | 22.30 | 34,939 | 27.52 | (2,245) | (6.43) |
| Other income | (11) | 3,892 | 2.65 | 3,869 | 3.05 | 23 | 0.58 |
| Sponsorship and media costs | (12) | (18,234) | (12.44) | (18,043) | (14.21) | (191) | (1.06) |
| Personnel costs | (13) | (22,346) | (15.24) | (17,623) | (13.88) | (4,723) | (26.80) |
| Selling, general and administrative costs, royalties expenses |
(14) | (35,806) | (24.42) | (30,354) | (23.91) | (5,452) | (17.96) |
| Amortisation and depreciation | (15) | (8,096) | (5.52) | (6,921) | (5.45) | (1,175) | (16.98) |
| EBIT | 14,538 | 9.92 | 15,523 | 12.22 | (985) | (6.34) | |
| Net financial income (charges) | (16) | (2,180) | (1.49) | 150 | 0.12 | (2,330) | Y/N |
| Management of equity investments | (17) | (3) | (0.00) | (3) | (0.00) | - | 0.00 |
| PROFIT BEFORE TAXES | 12,355 | 8.43 | 15,670 | 12.34 | (3,315) | (21.15) | |
| Income taxes | (18) | (4,926) | (3.36) | (4,938) | (3.89) | 12 | 0.23 |
| NET PROFIT | 7,429 | 5.07 | 10,732 | 8.45 | (3,303) | (30.78) | |
| Earnings per share: | (19) | ||||||
| Basic | 0.1489 | 0.2124 | (0.064) | (29.90) | |||
| Diluted | 0.1489 | 0.2124 | (0.064) | (29.90) |
| (Euro thousands) | Note | H1 2023 | H1 2022 | Changes |
|---|---|---|---|---|
| Profit for the period (A) | 7,429 | 10,732 | (3,303) | |
| Effective portion of the Gains/(losses) on cash flow hedges | 598 | (1,218) | 1,816 | |
| Re-measurement of post-employment benefits (IAS 19) (*) | 215 | (54) | 269 | |
| Gains/(losses) from translation of accounts of foreign subsidiaries |
(166) | 606 | (772) | |
| Tax effect on other profits/(losses) | (203) | 304 | (507) | |
| Total other gains/(losses), net of tax effect (B) | (33) | 444 | (362) | 806 |
| Total Comprehensive Profit (A)+(B) | 7,873 | 10,370 | (2,497) |
* items which may not be reclassified to the profit and loss account
| (Euro thousands) | Note | June 30, 2023 | December 31, 2022 | June 30, 2022 |
|---|---|---|---|---|
| Intangible assets | (20) | 68,608 | 67,479 | 66,886 |
| Right-of-use assets | (21) | 30,773 | 29,911 | 32,246 |
| Goodwill | (22) | 42,110 | 41,853 | 38,400 |
| Property, plant and equipment | (23) | 55,920 | 56,503 | 53,297 |
| Equity invest. & other financial assets | (24) | 875 | 794 | 1,248 |
| Interests in joint ventures | (25) | 192 | 184 | 193 |
| Deferred tax assets | (26) | 7,539 | 7,727 | 7,407 |
| Total non-current assets | 206,017 | 204,451 | 199,677 | |
| Net inventories | (27) | 137,233 | 124,983 | 108,393 |
| Trade receivables | (28) | 65,526 | 80,887 | 62,902 |
| Other current assets | (29) | 14,123 | 9,852 | 13,509 |
| Prepayments | (30) | 9,496 | 12,454 | 10,525 |
| Cash and cash equivalents | (31) | 12,910 | 19,476 | 18,915 |
| Derivative financial instruments | (32) | 1,577 | 1,011 | 767 |
| Total current assets | 240,865 | 248,663 | 215,011 | |
| TOTAL ASSETS | 446,882 | 453,114 | 414,688 |
| (Euro thousands) | Note | June 30, 2023 | December 31, 2022 | June 30, 2022 |
|---|---|---|---|---|
| Share capital | 31,717 | 31,717 | 31,717 | |
| Reserve for treasury shares in portfolio | (15,117) | (13,955) | (11,791) | |
| Other reserves | 122,961 | 101,347 | 103,068 | |
| Net Profit | 7,429 | 30,037 | 10,732 | |
| TOTAL GROUP SHAREHOLDERS' EQUITY | (33) | 146,990 | 149,146 | 133,726 |
| Provisions for risks and charges | (34) | 1,773 | 1,792 | 120 |
| Loans | (35) | 44,174 | 52,014 | 30,997 |
| Payables for rights-of-use | (37) | 31,570 | 30,734 | 33,118 |
| Other financial payables | (38) | 9,738 | 9,749 | 13,598 |
| Employee and Director benefits | (39) | 3,246 | 3,279 | 3,601 |
| Deferred tax liabilities | (40) | 7,401 | 7,004 | 6,449 |
| Other non-current liabilities | (41) | 1,942 | 1,976 | 1,333 |
| Total non-current liabilities | 99,844 | 106,548 | 89,216 | |
| Bank payables | (36) | 65,765 | 61,338 | 60,458 |
| Trade payables | (42) | 101,203 | 100,074 | 104,781 |
| Tax payables | (43) | 13,678 | 9,737 | 13,725 |
| Other current liabilities | (44) | 11,818 | 17,069 | 8,732 |
| Accrued expenses | (45) | 4,562 | 6,148 | 3,620 |
| Derivative financial instruments | (46) | 3,022 | 3,054 | 430 |
| Total current liabilities | 200,048 | 197,420 | 191,746 | |
| TOTAL LIABILITIES | 299,892 | 303,968 | 280,962 | |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
446,882 | 453,114 | 414,688 |
| (Euro thousands) | June 30, 2023 | June 30, 2022 |
|---|---|---|
| A) OPENING SHORT-TERM BANK DEBT | (26,439) | 6,325 |
| B) CASH FLOW FROM OPERATING ACTIVITIES | ||
| Net profit | 7,429 | 10,732 |
| Amortisation and depreciation | 8,096 | 6,921 |
| Changes in working capital | 7,249 | (12,373) |
| Net changes in employee and director benefits | (32) | (1,300) |
| Management of equity investments | 3 | 3 |
| Others, net | (169) | (83) |
| 22,576 | 3,900 | |
| C) CASH FLOW FROM INVESTING ACTIVITIES | ||
| Fixed asset investments | (5,096) | (9,130) |
| Acquisition K-Way France | (7,343) | (11,886) |
| Acquisition of financial assets: | (89) | - |
| (12,528) | (21,016) | |
| D) CASH FLOW FROM FINANCING ACTIVITIES |
||
| Loan repayments | (7,835) | (4,539) |
| Repayment of loans for rights-of-use | (3,603) | (3,268) |
| Acquisition of treasury shares | (1,162) | (4,373) |
| Dividend payments | (8,435) | (6,093) |
| (21,035) | (18,273) | |
| E) CASH FLOW IN THE PERIOD |
(10,987) | (35,388) |
| F) CLOSING SHORT-TERM BANK DEBT |
(37,426) | (29,064) |
| (Euro thousands) | Share Capital |
Treas. shares |
Reserves & retained earnings |
Translation reserve |
IAS 19 Remeas. Reserve |
IFRS 16 Reserve |
Cash Flow Hedge reserve |
Group Result |
Total Group Net Equity |
|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2022 | 31,717 | (30,648) | 111,161 | 1,167 | (352) | (733) | 1,180 | 20,330 | 133,822 |
| Allocation of 2021 result as per Shareholders' Meeting motion of April 13, 2022: |
|||||||||
| - Reserves & Retained earnings - Dividends distributed |
- - |
14,237 - |
- - |
- - |
- - |
- - |
(14,237) (6,093) |
- (6,093) |
|
| Acquisition of treasury shares | (4,373) | - | - | - | - | - | - | (4,373) | |
| Sale of treasury shares | 23,230 | (23,230) | - | - | - | - | - | - | |
| H1 2022 Result | - | - | - | - | - | - | 10,732 | 10,732 | |
| Other comprehensive income statement items: - Gains/(losses) recorded directly to translation reserve |
- | - | 606 | - | - | - | - | 606 | |
| - Gains/(losses) recorded directly to equity for IAS 19 remeasurement |
- | - | - | (41) | - | - | - | (41) | |
| - Gains/(losses) recorded directly to cash flow hedge reserve |
- | - | - | - | - | (927) | - | (927) | |
| Total comprehensive income | - | - | 606 | (41) | - | (927) | 10,732 | 10,370 | |
| Balance at June 30, 2022 | 31,717 | (11,791) | 102,168 | 1,773 | (393) | (733) | 253 | 10,732 | 133,726 |
| Share Capital |
Treas. shares |
Reserves & Retained earnings |
Translation reserve |
IAS 19 Remeas. reserve |
IFRS 16 reserve |
Cash Flow Hedge reserve |
Group Result |
Total Group Net Equity |
|
|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1, 2023 | 31,717 | (13,955) | 102,168 | 1,483 | (25) | (733) | (1,547) | 30,038 | 149,146 |
| Allocation of 2022 result as per Shareholders' Meeting motion of April 13, 2023: |
|||||||||
| - Reserves & Retained earnings - Dividends distributed |
- - |
21,046 - |
- - |
- - |
- - |
- - |
(21,046) (8,992) |
- (8,992) |
|
| Acquisition of treasury shares | (1,162) | - | - | - | - | - | - | (1,162) | |
| H1 2023 Result - Gains/(losses) |
7,429 | 7,429 | |||||||
| recorded directly to the change in consolidation scope difference reserve |
- | 125 | - | - | - | - | - | 125 | |
| Other comprehensive income statement items: | |||||||||
| - Gains/(losses) recorded directly to translation reserve |
- | - | (166) | - | - | - | - | (166) | |
| - Gains/(losses) recorded directly to equity for IAS 19 remeasurement |
- | - | - | 163 | - | - | - | 163 | |
| - Gains/(losses) recorded directly to cash flow hedge reserve |
- | - | - | - | - | 447 | - | 447 | |
| Total comprehensive income | (166) | 163 | - | 447 | 7,429 | 7,873 | |||
| Balance at June 30, 2023 | 31,717 | (15,117) | 123,339 | 1,317 | 138 | (733) | (1,100) | 7,429 | 146,990 |
| (Euro thousands) | June 30, 2023 | December 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Cash and cash equivalents | 12,910 | 19,476 | 18,915 |
| Bank overdrafts and bills | (21,704) | (5,977) | (19,174) |
| Import advances | (28,633) | (39,938) | (28,805) |
| Sub-total net liquidity available | (37,427) | (26,439) | (29,064) |
| Short-term portion of medium/long-term loans | (15,428) | (15,423) | (12,479) |
| Payables for the purchase of equity investments | - | (7,332) | - |
| Short-term net financial position | (52,854) | (49,194) | (41,543) |
| Medium/long term loans | (44,021) | (51,756) | (30,617) |
| Payables for rights-of-use | (31,570) | (30,734) | (33,118) |
| Payables for exercise future share acquisitions | (9,738) | (9,749) | (13,598) |
| Finance lease payables | (153) | (259) | (380) |
| Sub-total loans and leasing | (85,482) | (92,498) | (77,713) |
| Consolidated Net Financial Position | (138,336) | (141,691) | (119,256) |
The following table shows the composition of the Group's net debt compared with the same figure for December 31, 2022 and June 30, 2022, determined in accordance with the "Guidelines on disclosure requirements under the Prospectus Regulation" issued by ESMA (European Securities & Markets Authority) on March 4, 2021 (ESMA32-382-1138) and implemented by Consob with Attention Reminder No. 5/21 of April 29, 2021.
| (Euro thousands) | June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|---|
| A. | Cash | 136 | 168 | 159 |
| B. | Other cash equivalents | 12,774 | 19,308 | 18,756 |
| C. | Securities held for trading | - | - | - |
| D. | Cash & cash equivalents (A)+(B)+(C) | 12,910 | 19,476 | 18,915 |
| E. | Current financial receivables | - | - | - |
| F. | Current bank borrowings | (50,337) | (45,915) | (47,979) |
| G. | Current portion of non-current debt | (15,428) | (15,423) | (12,479) |
| H. | Other current financial payables | - | - | - |
| I. | Current financial debt (F)+(G)+(H) | (65,765) | (61,338) | (60,458) |
| J. | Net current financial debt (I)-(E)-(D) | (52,855) | (41,862) | (41,543) |
| K. | Non-current bank payables | (85,482) | (99,829) | (77,713) |
| L. | Bonds issued | - | - | - |
| M. | Other non-current financial payables | (1,445) | (2,044) | 336 |
| N. | Trade payables and other non-current payables | - | - | - |
| O. | Non-current financial debt (K)+(L)+(M) | (86,927) | (101,873) | (77,377) |
| P. | Net financial debt (J) + (O) | (139,782) | (143,734) | (118,920) |
The net financial debt differs from the consolidated net financial position for the fair value of the interest and currency hedging operations - cash flow hedges (Notes 32 and 46).
| (Euro thousands) | June 30, 2023 | June 30, 2022 | |
|---|---|---|---|
| A) | OPENING NET FINANCIAL POSITION | (141,691) | (61,743) |
| B) | CASH FLOW FROM OPERATING ACTIVITIES | ||
| Net profit | 7,429 | 10,732 | |
| Amortisation and depreciation | 8,096 | 6,921 | |
| Management of equity investments | 3 | 3 | |
| Changes in working capital | 7,249 | (12,373) | |
| Net changes in employee and director benefits | (32) | (1,300) | |
| Others, net | (168) | (83) | |
| 22,577 | 3,900 | ||
| C) | CASH FLOW FROM INVESTING ACTIVITIES | ||
| Fixed asset investments | (5,096) | (9,130) | |
| Acquisition K-Way France | - | (37,504) | |
| Acquisition of financial assets | (89) | - | |
| (5,185) | (46,634) | ||
| D) | CASH FLOW FROM FINANCING ACTIVITIES | ||
| Registration payables for Right-of-use | (4,440) | (4,313) | |
| Acquisition of treasury shares | (1,162) | (4,373) | |
| Dividend payments | (8,435) | (6,093) | |
| (14,037) | (14,779) | ||
| E) | CASH FLOW IN THE PERIOD | 3,354 | (57,513) |
| F) | CLOSING NET FINANCIAL POSITION | (138,336) | (119,256) |
BasicNet S.p.A. – with registered office in Turin, listed on the Italian Stock Exchange since November 17, 1999 and its subsidiaries, operate in the sports and casual clothing, footwear and accessories sector through the brands Kappa, Robe di Kappa, Jesus Jeans, K-Way, Superga, Sabelt, Briko and Sebago. Group activities involve the development of the value of the brands and the distribution of their products through a global network of independent licensees.
The duration of BasicNet S.p.A. is fixed by the company by-laws until December 31, 2050.
The consolidated financial statements in this document were approved by the Board of Directors of BasicNet S.p.A. on July 28, 2023. The present document is subject to limited audit.
The main accounting principles adopted in the preparation of the consolidated half-year financial statements and Group financial reporting are described below.
This document has been prepared in accordance with IFRS issued by the International Accounting Standards Board (IASB) and approved by the European Union. IFRS refers to all the revised International Accounting Standards (IAS) and all of the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") - previously known as the Standing Interpretations Committee ("SIC").
The half-year consolidated financial statements are prepared under the historical cost convention (modified where applicable for the valuation of certain financial instruments), as well as on the going concern assumption.
The Group consolidated half-year financial statements include the financial statements at June 30, 2023 of BasicNet S.p.A. and all the Italian and foreign companies in which the Parent Company holds control directly or indirectly. For the financial statements of the US, Asian, Spanish, English, Swiss and French subsidiaries, which utilise local accounting standards, as not obliged to adopt IAS/IFRS, the appropriate adjustments were made for the preparation of the consolidated half-year financial statements in accordance with international accounting standards.
The accounting policies utilised for the preparation of the Condensed Consolidated Half-Year Financial Statements at June 30, 2023 are the same as those used for the previous year's Consolidated Financial Statements. The Group has not adopted in advance any accounting standard, interpretation or amendment issued but not yet in effect.
The following is a list of the new standards, interpretations and amendments with application as from January 1, 2023, for which the assessments carried out did not reveal any significant effects on the half-year financial statements.
In May 2017, the IASB issued IFRS 17 - Insurance Contracts, a complete new standard relating to insurance contracts which covers recognition and measurement, presentation and disclosure. IFRS 17 replaces IFRS 4 Insurance Contracts issued in 2005. IFRS 17 applies to all types of insurance contracts (for example: life, non-life, direct insurance, re-insurance) regardless of the type of entity that issues them, as well as certain guarantees and financial instruments with characteristics of discretionary participation.
The general objective of IFRS 17 is to present an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the provisions of IFRS 4, which are largely based on the maintenance of previous accounting standards, IFRS 17 provides a complete model for insurance contracts that covers all relevant accounting aspects.
These amendments did not have any impact on the Group consolidated half-year financial statements.
The amendments to IAS 8 clarify the distinction between changes in accounting estimates and changes in accounting policies and error correction. They also clarify how entities should use valuation techniques and inputs to develop accounting estimates.
These amendments did not have any impact on the Group consolidated half-year financial statements.
The amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements provide guidance and examples to help entities apply judgements to accounting policy disclosures. The amendments are intended to help entities provide more useful accounting policy disclosures by replacing the requirement for entities to provide their "significant" accounting policies with a requirement to provide disclosures about their "material" accounting policies; in addition, guidance is added on how entities apply the concept of materiality in making accounting policy disclosure decisions.
These amendments did not have any impact on the Group consolidated half-year financial statements.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
The amendments to IAS 12 Income Taxes narrow the scope of the exception to initial recognition, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences, such as leases and decommissioning liabilities.
These amendments did not have any impact on the Group consolidated financial statements.
The BasicNet Group presents its income statement by nature of cost items; the assets and liabilities are classified as current or non-current. The statement of cash flows was prepared applying the indirect method. The format of the consolidated half-year financial statements applied the provisions of Consob Resolution No. 15519 of July 27, 2006 and Notice No. 6064293 of July 28, 2006 on financial disclosure requirements. With reference to Consob Motion No. 15519 of July 27, 2006, transactions with related parties are described in Note 49.
The consolidated half-year financial statements were prepared including the Financial Statements at June 30, 2023 of the Group companies included in the consolidation scope, appropriately adjusted in accordance with the accounting policies adopted by the Parent Company.
The condensed consolidated half-year financial statements of the BasicNet Group are presented in Euro thousands, where not otherwise stated; the Euro is the functional currency of the Parent Company and the majority of the consolidated companies.
Financial statements in currencies other than the Euro are translated into the Euro applying the average exchange rate for the year for the income statement and the exchange rate at the date of the operation in the case of significant non-recurring transactions. The balance sheet accounts are translated at the year-end exchange rate. The differences arising from the translation into Euro of the financial statements prepared in currencies other than the Euro are recorded in a specific reserve in the Comprehensive Income Statement.
The exchange rates applied are as follows (for 1 Euro):
| Currency | June 30, 2023 | December 31, 2022 | June 30, 2022 | ||||
|---|---|---|---|---|---|---|---|
| Average | At period end |
Average | At period end |
Average | At period end | ||
| US Dollar | 1.0808 | 1.0866 | 1.0483 | 1.0666 | 1.0850 | 1.0387 | |
| HK Dollar | 8.4767 | 8.5157 | 8.2100 | 8.3163 | 8.4934 | 8.1493 | |
| Japanese Yen | 147.6629 | 157.1600 | 137.2988 | 140.6600 | 133.4956 | 141.5400 | |
| UK Sterling | 0.8732 | 0.8583 | 0.8534 | 0.8869 | 0.8413 | 0.8582 | |
| Swiss Franc | 0.9882 | 0.9788 | 1.0009 | 0.9847 | 1.0241 | 0.9960 | |
| Vietnamese Dong | 25,446 | 25,618 | 22,515 | 25,183 | 24,919 | 24,170 |
The criteria adopted for the consolidation were as follows:
As illustrated in Attachment 1, at June 30, 2023 the Group is composed solely of subsidiaries owned directly or indirectly by the Parent Company BasicNet S.p.A., or jointly controlled; there are no associated companies or investments in structured entities.
Control exists where the Parent Company BasicNet S.p.A. simultaneously:
The existence of control is verified where events or circumstances indicate an alteration to one or more of the three factors determining control.
Investments in joint ventures are consolidated at equity, as established by IFRS 11 – Joint arrangements.
A joint venture is a joint control agreement, in which the parties who jointly hold control maintain rights on the net assets of the entity. Joint control concerns the sharing, under an agreement, of the control of economic activities, which exists only where the decisions regarding such activities requires unanimity by all parties sharing control.
Associates and joint ventures are consolidated from the date in which significant influence or joint control begins and until the discontinuation of such. Under the equity method, the investment in an associated company or a joint venture is initially recognised at cost and subsequently the carrying amount is increased or decreased to recognise the associated company's share of the profit or loss after the date of acquisition. The share of profits (losses) of the investment is recognised to the consolidated income statements. Dividends received from the investee reduce the book value of the investment.
If the share of losses of an entity in an associate or a joint venture is equal to or greater than its interest in the associate or joint venture the entity discontinues the recognition of its share of further losses. After the investor's interest is reduced to zero, additional losses are provisioned and a liability is recognised, only to the extent that the investor has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. If the associate or the joint venture subsequently reports profits, the investor resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
The consolidation scope includes the Parent company BasicNet S.p.A. and the Italian and foreign subsidiaries in which BasicNet S.p.A. exercises direct, or indirect, control. Attachment 1 contains a list of consolidated companies under the line-by-line method, as well as the complete list of Group companies, registered office, corporate purpose, share capital and direct and indirect holdings.
Two operating segments have been identified within the BasicNet Group: i) apparel, footwear and accessories and ii) real estate. The relevant information is reported in Note 6.
The information by geographic area has significance for the Group in relation to royalty income and direct sales, and therefore was included for the two respective items. The breakdown of licensee aggregate sales by geographic area, from which the royalties derive, is reported in the Interim Directors' Report.
The subsequent events to the end of the year and the outlook for the current year are reported in the Directors' Report.
In accordance with Article 1, paragraph 125 of Law 124/2017, the Group has not received any grants from public bodies in excess of Euro 10 thousand.
State Aid received by the Group and subject to mandatory publication in the National State Aid Register, can be freely consulted in the register, Transparency section, to which reference should be made.
The BasicNet Group identifies two reporting segments, as outlined extensively in the Directors' Report:
The Group operating performance and therefore of the respective segments is outlined in detail in the Directors' Report. The segment performances may be summarised as follows:
| H1 2023 | Clothing, footwear and accessories |
Property | Inter-segment eliminations |
Consolidated |
|---|---|---|---|---|
| Direct sales – third parties (Cost of sales) |
146,597 (84,163) |
- - |
- - |
146,597 (84,163) |
| GROSS MARGIN | 62,434 | - | - | 62,434 |
| Royalties and sourcing commissions – third parties |
32,694 | - | - | 32,694 |
| Other income - third parties | 2,980 | 3,120 | (2,208) | 3,892 |
| (Sponsorship and media costs) | (18,234) | - | - | (18,234) |
| (Personnel costs) | (22,298) | (48) | - | (22,346) |
| (Selling, general and administrative costs, royalties expenses) |
(35,016) | (1,538) | 748 | (35,806) |
| Amortisation and depreciation | (8,257) | (1,296) | 1,457 | (8,096) |
| EBIT | 14,303 | 238 | (3) | 14,538 |
| Financial income | 3,742 | 16 | 61 | 3,819 |
| (Financial charges) | (5,363) | (636) | - | (5,999) |
| Share of profit/(loss) of investments | (3) | - | - | (3) |
| PROFIT/(LOSS) BEFORE TAXES | 12,679 | (382) | 58 | 12,355 |
| Income taxes | (4,987) | 60 | 1 | (4,926) |
| NET PROFIT/(LOSS) | 7,692 | (322) | 59 | 7,429 |
| Significant non-cash items: | ||||
| Amortisation and depreciation | (8,257) | (1,296) | 1,457 | (8,096) |
| Total non-cash items | (8,257) | (1,296) | 1,457 | (8,096) |
| Segment assets and liabilities: | ||||
| Assets | 420,821 | 49,474 | (23,414) | 446,882 |
| Liabilities | 280,485 | 40,401 | (20,994) | 299,892 |
| H1 2022 | Clothing, footwear and accessories |
Property | Inter-segment eliminations |
Consolidated |
|---|---|---|---|---|
| Direct sales – third parties (Cost of sales) |
126,975 (77,319) |
- - |
- - |
126,975 (77,319) |
| GROSS MARGIN | 49,656 | - | - | 49,656 |
| Royalties and sourcing commissions – third parties |
34,939 | - | - | 34,939 |
| Other income - third parties | 3,400 | 2,469 | (2,000) | 3,869 |
| (Sponsorship and media costs) | (18,043) | - | - | (18,043) |
| (Personnel costs) | (17,600) | (23) | (17,623) | |
| (Selling, general and administrative costs, royalties expenses) |
(29,571) | (1,460) | 677 | (30,354) |
| Amortisation and depreciation | (7,242) | (922) | 1,243 | (6,921) |
| EBIT | 15,539 | 64 | (80) | 15,523 |
| Financial income | 4,812 | - | - | 4,812 |
| (Financial charges) | (4,660) | (66) | 64 | (4,662) |
| Share of profit/(loss) of investments | (3) | - | - | (3) |
| PROFIT/(LOSS) BEFORE TAXES | 15,688 | (2) | (16) | 15,670 |
| Income taxes | (4,934) | (5) | 1 | (4,938) |
| NET PROFIT/(LOSS) | 10,754 | (7) | (15) | 10,732 |
| Significant non-cash items: | ||||
| Amortisation and depreciation | (7,242) | (922) | 1,243 | (6,921) |
| Total non-cash items | (7,242) | (922) | 1,243 | (6,921) |
| Segment assets and liabilities: | ||||
| Assets | 412,751 | 43,883 | (41,946) | 414,688 |
| Liabilities | 286,517 | 33,874 | (39,429) | 280,962 |
In April of the previous year, the acquisition of the entire share capital of K-Way France S.a.s. was completed: for the correct reading of the data reported in these consolidated half-year financial statements, it should be noted that the Group's H1 2022 income statement therefore included the full consolidation of the French licensee of the K-Way brand for the second semester of the year only.
During 2023, the Group settled the first portion of the earnout due to the previous shareholders, based on the final 2022 result, for Euro 7.3 million. The additional portion, which will be definitively determined on the basis of the final results of the 2023-25 three-year period, has been estimated at Euro 9.7 million and is recognised to Other financial payables (Note 38).
The breakdown of "consolidated direct sales" by geographic area is reported below:
| H1 2023 | H1 2022 | |
|---|---|---|
| Sales Italy | 94,643 | 82,240 |
| EU countries other than Italy | 46,597 | 40,903 |
| Rest of the World | 5,357 | 3,832 |
| Total consolidated direct sales | 146,597 | 126,975 |
Direct sales revenues relate to merchandise sold by Kappa S.r.l., K-Way S.p.A., BasicItalia S.p.A., K-Way France S.a.s. and Kappa France S.a.s. and its respective subsidiaries through both the wholesale and retail channels (Euro 146.3 million) and sample merchandise sales (Euro 0.3 million). Sales on the home market accounted for 64.5%, while approx. 31.8% of sales were in other EU countries, with the remaining approx. 3.7% outside the EU.
The composition of revenues from direct sales by distribution channel is presented in the following table:
| H1 2023 | H1 2022 | |
|---|---|---|
| Multibrand sales | 101,233 | 99,690 |
| Franchising sales | 41,164 | 23,570 |
| Online sales | 3,924 | 3,231 |
| Sample sales | 276 | 484 |
| Total consolidated direct sales | 146,597 | 126,975 |
| H1 2023 | H1 2022 | |
|---|---|---|
| Goods purchased – Overseas | 77,504 | 87,072 |
| Freight charges and accessory purchasing cost | 8,018 | 17,442 |
| Cost of outsourced logistics | 5,464 | 4,230 |
| Goods purchased – Italy | 4,755 | 4,202 |
| Samples purchased | 1,343 | 1,622 |
| Packaging | 587 | 779 |
| Change in inventory of raw materials, ancillary, consumables and goods |
(12,250) | (39,512) |
| Others | (1,258) | 1,484 |
| Total cost of sales | 84,163 | 77,319 |
"Goods purchased" refer to the finished products acquired by Kappa S.r.l., BasicItalia S.p.A., K-Way S.p.A., K-Way France S.a.s. and Kappa France S.a.s. Sample purchases were made for resale to the licensees or to the agents.
"Royalties and sourcing commissions" refer to royalty fees for the brand licenses in the countries where the licenses have been assigned, or recognised to authorised sourcing centres for the production and sale of group brand products by commercial licensees.
The changes in the year are commented upon in the Directors' Report.
| H1 2023 | H1 2022 | |
|---|---|---|
| Europe (EU and non-EU) | 13,124 | 12,492 |
| America | 6,027 | 6,640 |
| Asia and Oceania | 10,664 | 12,850 |
| Middle East and Africa | 2,879 | 2,957 |
| Total | 32,694 | 34,939 |
| H1 2023 | H1 2022 | |
|---|---|---|
| Prior year income | 845 | 1,286 |
| Signing fees from commercial licensees | 863 | 659 |
| Income and chargebacks from aircraft | 330 | 512 |
| Rental income | 495 | 278 |
| Income from promo sales | 51 | 72 |
| Recovery of condominium expenses | 176 | 72 |
| Other income | 1,132 | 990 |
| Total other income | 3,892 | 3,869 |
"Prior year income" concerns the positive differences on the assessment of expenses from previous years.
"Other income" includes the recharge of expenses to third parties and other indemnities against counterfeiting and unauthorised usage protection actions.
| H1 2023 | H1 2022 | |
|---|---|---|
| Sponsorship and marketing | 13,640 | 14,384 |
| Advertising | 3,362 | 2,844 |
| Promotional expenses | 1,232 | 815 |
| Total sponsorship and media costs | 18,234 | 18,043 |
The account "sponsorship" refers to communication investments incurred directly to which the Group contributes, described in detail in the Directors' Report.
"Advertising" refers to billboard advertising and press communication campaigns.
Promotional expenses concern gifts of products and advertising material, not relating to specific sponsorship contracts.
| H1 2023 | H1 2022 | |
|---|---|---|
| Wages and salaries | 16,106 | 12,740 |
| Social security charges | 5,459 | 4,217 |
| Post-employment benefits | 781 | 666 |
| Total | 22,346 | 17,623 |
The number of employees at the reporting date, by category, is reported in the separate section in the Directors' Report.
The average number of employees in 2023 was 946 - broken down as 36 executives, 873 white-collar and 37 blue-collar employees - compared to 883 in 2022.
The increase is mainly due to the personnel at the new sales points. The inclusion of K-Way France for the full consolidation scope also resulted in an increase in the item for Euro 1.3 million.
| H1 2023 | H1 2022 | |
|---|---|---|
| Selling and royalty service expenses | 9,252 | 7,220 |
| Rental, accessory and utility expenses | 5,268 | 4,827 |
| Commercial expenses | 7,194 | 5,168 |
| Professional consultants | 2,878 | 2,986 |
| Directors and Statutory Auditors emoluments | 2,480 | 2,448 |
| Doubtful debt provision | 1,443 | 985 |
| Bank charges | 1,030 | 961 |
| Insurance | 825 | 841 |
| Hire | 805 | 793 |
| Taxes and duties | 794 | 706 |
| Costs related to Human Resources | 666 | 483 |
| Purchases of consumables and paperwork | 584 | 287 |
| Extraordinary charges | 348 | 603 |
| Other transport costs | 218 | 258 |
| Company expenses | 196 | 184 |
| Other general expenses | 1,825 | 1,604 |
| Total selling, general and administrative costs, and royalties expenses |
35,806 | 30,354 |
"Selling and royalty service expenses" mainly includes commissions to agents and transport costs to customers, whose increase is related to higher revenues; the item also includes royalties on sports team merchandising contracts and co-branding operations.
"Commercial expenses" include costs for trade fairs and events, commercial consultancy, travel expenses, entertainment expenses and other charges to support sales activities.
"Directors and Statutory Auditors emoluments", for offices held at the date of the present Report, approved by the Shareholders' AGM and the Board of Directors' meetings of April 29, 2022, are in line with the company remuneration policy, pursuant to Article 78 of Consob Regulation No. 11971/99 and subsequent amendments and supplements, and are reported in the Remuneration Report pursuant to Article 123-ter of the CFA, which is available on the company's website www.basicnet.com Shareholder' Meeting 2023 section, to which reference should be made.
"Other general expenses" includes stamp and legal fees and other minor costs.
| H1 2023 | H1 2022 | |
|---|---|---|
| Amortisation | 1,534 | 1,473 |
| Right-of-use | 3,827 | 3,253 |
| Depreciation | 2,735 | 2,195 |
| Total amortisation & depreciation | 8,096 | 6,921 |
Amortisation of intangible assets includes approx. Euro 33 thousand of key-money write-down relating to some sales points for which the decision to close has been made, within a normal rotation of less profitable sales point in favour of the opening of new locations or more appropriate operational strategies.
Depreciation of rights-of-use refers mainly to the lease contracts of Group sales points.
| H1 2023 | H1 2022 | |
|---|---|---|
| Interest income | 39 | 29 |
| Bank interest charges | (605) | (30) |
| Interest on medium/long term loans | (855) | (261) |
| Property lease interest | (6) | (4) |
| Interest IFRS 16 | (227) | (271) |
| Loan and current account fees | (112) | (115) |
| IAS 19 interest | (17) | (8) |
| Others | (158) | (111) |
| Total financial income and charges | (1,941) | (771) |
| Exchange gains | 2,522 | 4,783 |
| Exchange losses | (2,761) | (3,862) |
| Net exchange gains/(losses) | (239) | 921 |
| Total financial income/(charges) | (2,180) | 150 |
Net exchange losses amounted to Euro 239 thousand, against gains of Euro 921 thousand in the previous year; net financial charges servicing the debt amounted to Euro 1.9 million, compared to Euro 0.8 million in the previous year.
"Other" comprises financial discounts and rebates mainly on the French and English markets.
The account reflects the effect on the consolidated result for the period of the valuation at equity of the joint venture Fashion S.r.l.
The account balance refers to a net tax charge of Euro 4.9 million. It consists mainly of:
The reconciliation of the theoretical tax rate with the effective tax rate is reported in the table below:
| H1 2023 | H1 2022 | |
|---|---|---|
| Profit before taxes | 12,355 | 15,670 |
| Income tax rate | 24.0% | 24.0% |
| Theoretical IRES | (2,965) | (3,761) |
| Effect of differences between Italian and foreign tax rates | 713 | 114 |
| Permanent differences | (1,372) | (491) |
| Taxes from previous periods | (282) | (276) |
| Patent Box benefit | 614 | 1,010 |
| IRAP | (872) | (1,028) |
| Deferred assets not recognised on losses | (762) | (522) |
| Other changes | - | 16 |
| EFFECTIVE TAX CHARGE | (4,926) | (4,938) |
| Effective tax rate | 39.9% | 31.6% |
The tax rate for the period is affected by the non-recognition of deferred tax assets on the loss for the period of the French subsidiaries of the Kappa France Group, whose future tax benefit shall in any case be utilisable by the Group, in addition to the reduced benefit arising from the application of the new Patent Box regulations.
The basic earnings per share, for H1 2023, is calculated dividing the net result attributable to the shareholders of the Group by the weighted average number of ordinary shares outstanding during the period:
| (in Euro) | H1 2023 | H1 2022 |
|---|---|---|
| Profit/(loss) | 7,428,746 | 10,731,663 |
| Weighted average number of ordinary shares | 49,906,700 | 50,523,000 |
| Basic earnings per ordinary share | 0.1489 | 0.2124 |
At June 30, 2023 there were no "potentially diluting" shares outstanding, therefore the diluted earnings per shares coincide with the earnings per share.
The change in the weighted average number of ordinary shares outstanding between 2023 and 2022 relates to the number of treasury shares acquired in the year.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Concessions, brands and similar rights | 59,777 | 59,745 | 59,349 |
| Software development | 4,996 | 4,741 | 4,693 |
| Other intangible assets | 3,785 | 2,918 | 2,740 |
| Industrial patents | 50 | 75 | 104 |
| Total intangible assets | 68,608 | 67,479 | 66,886 |
The changes in the original costs of the intangible assets were as follows:
| Concessions, brands and similar rights |
Software development |
Other intangible assets |
Industrial patents |
Total | |
|---|---|---|---|---|---|
| Historical cost at 1.1.23 | 72,307 | 52,595 | 13,238 | 833 | 138,973 |
| Investments | 198 | 1,291 | 1,139 | 1 | 2,629 |
| Disposals and other changes | (43) | 51 | - | (53) | (45) |
| Historical cost at 30.06.23 |
72,462 | 53,937 | 14,377 | 781 | 141,557 |
The changes in the relative accumulated depreciation provisions were as follows:
| Concessions, brands and similar rights |
Software development |
Other intangible assets |
Industrial patents |
Total | |
|---|---|---|---|---|---|
| Accum. Amort. at 1.1.23 | (12,562) | (47,854) | (10,320) | (758) | (71,494) |
| Amortisation | (166) | (1,053) | (274) | (8) | (1,501) |
| Disposals and other changes | 43 | (34) | 2 | 35 | 46 |
| Accum. Amort. at 30.06.23 |
(12,685) | (48,941) | (10,592) | (731) | (72,949) |
The net book value of intangible assets is reported below:
| Concessions, brands and similar rights |
Software development |
Other intangible assets |
Industrial patents |
Total | |
|---|---|---|---|---|---|
| Opening net book value at 1.1.23 |
59,745 | 4,741 | 2,918 | 75 | 67,479 |
| Investments | 198 | 1,291 | 1,139 | 1 | 2,629 |
| Disposals and other changes | - | 17 | 2 | (18) | 1 |
| Amortisation | (166) | (1,053) | (274) | (8) | (1,501) |
| Closing net book value at 30.06.23 |
59,777 | 4,996 | 3,785 | 50 | 68,608 |
The increase in "concessions, brands and similar rights" is due to the capitalisation of costs incurred for the registration of trademarks in new countries, for renewals and extensions and for the purchase of software licenses. Amortisation in the period concerns the Jesus Jeans brand, amortised over 20 years, as not yet reaching a market positioning equal to that of the principal brands.
At June 30, 2023, the Kappa and Robe di Kappa brands report a book value of Euro 15.3 million, with the Superga brand reporting a book value of Euro 21.2 million; the K-Way brand was valued at Euro 9.4 million, the Sebago brand at Euro 12.1 million and the Briko brand at Euro 0.9 million. The Kappa, Robe di Kappa, Superga, K-Way, Briko and Sebago brands are considered intangible assets with indefinite useful life and as such are subject to an impairment test at least annually.
The book value of the Sabelt brand, for which the Group is worldwide licensee for the "fashion" classes, held through the two joint ventures, reflects the value of the investment.
At June 30, in application of the provisions of IAS 36 on at least annual impairment testing and in view of the fact that the profitability forecasts drawn up in the financial statements at December 31, 2022 for all the CGU's were achieved during the first half of the year, the Group deemed that there were no indicators of any impairment losses.
The account "software development" increased approx. Euro 1.3 million for investments and decreased Euro 1.1 million for amortisation in the year.
The account "other intangible assets" principally includes improvements related to the franchising project and recorded investments of Euro 1.1 million and amortisation of Euro 0.3 million.
The Group utilises the exceptions under the standard on leasing contracts which have a duration of equal to or less than 12 months and which do not contain a purchase option ("short-term leasing") and on leases whose underlying asset is of a low value ("low value asset").
| June 30, 2023 | December 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| Right-of-use | 30,773 | 29,911 | 32,246 |
| Total right-of-use | 30,773 | 29,911 | 32,246 |
The changes in the original cost of the right-of-use were as follows:
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| Historical cost at 01.01 | 60,224 | 50,704 |
| Initial balance from acquisition | - | 8,025 |
| Investments and renovations | 3,013 | 4,406 |
| Disposals and other changes | (345) | (2,911) |
| Historical cost at period end | 62,892 | 60,224 |
The changes in the relative accumulated depreciation provisions were as follows:
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| Accum. Deprec. at 01.01 | (30,313) | (27,585) |
| Depreciation | (3,827) | (6,932) |
| Disposals and other changes | 2,021 | 4,204 |
| Accum. Deprec. at period end | (32,119) | (30,313) |
The movements in the net book value of the right-of-use is shown below:
| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| Net book value at 01.01 | 29,911 | 23,119 |
| Initial balance from acquisition | - | 8,025 |
| Investments and renovations | 3,013 | 4,406 |
| Disposals and other changes | 1,676 | 1,293 |
| Amortisation and depreciation | (3,827) | (6,932) |
| Net book value at period end | 30,773 | 29,911 |
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Goodwill | 42,110 | 41,853 | 38,400 |
| Goodwill | 42,110 | 41,853 | 38,400 |
The account "goodwill" includes the goodwill arising on the business combination with a Spanish licensee (totalling Euro 6.7 million) and the French licensee (Euro 1.2 million), goodwill for Euro 3.4 million following the acquisition of the French Group Kappa Europe (now Kappa France Group), Euro 24.5 million following the acquisition of K-Way France S.a.s. and goodwill paid for the acquisition of retail outlets, known as key money (Euro 5.9 million).
The Group verifies the recovery of the goodwill at least on an annual basis or more frequently when there is an indication of a loss in value. For the purposes of the impairment test the goodwill is allocated to the lowest cash-generating unit. See Note 20 on the checks carried out as at June 30, 2023.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Buildings | 40,133 | 40,930 | 41,406 |
| Furniture and other assets | 10,236 | 9,706 | 8,979 |
| Plant & machinery | 3,677 | 3,787 | 865 |
| EDP | 1,699 | 1,888 | 1,844 |
| Industrial & commercial equipment | 175 | 191 | 203 |
| Total property, plant and equipment | 55,920 | 56,503 | 53,297 |
The changes in the historical cost of property, plant and equipment were as follows:
| Property | Furniture and other assets |
Plant & machinery |
EDP | Industrial and commercial equipment |
Total | |
|---|---|---|---|---|---|---|
| Historical cost at 1.1.23 |
61,567 | 28,037 | 6,639 | 18,161 | 1,355 | 115,759 |
| Investments | 111 | 1,524 | 216 | 284 | 11 | 2,146 |
| Disposals and other changes |
- | (53) | (8) | (159) | (1) | (221) |
| Historical cost at 30.06.23 |
61,678 | 29,508 | 6,847 | 18,286 | 1,365 | 117,684 |
The changes in the relative accumulated depreciation provisions were as follows:
| Property | Furniture and other assets |
Plant & machinery |
EDP | Industrial and commercial equipment |
Total | |
|---|---|---|---|---|---|---|
| Accum. Deprec. at 1.1.23 |
(20,637) | (18,332) | (2,852) | (16,273) | (1,163) | (59,257) |
| Depreciation | (909) | (978) | (318) | (403) | (26) | (2,634) |
| Disposals and other changes |
- | 37 | - | 89 | 1 | 127 |
| Accum. Deprec. at 30.06.23 |
(21,546) | (19,273) | (3,170) | (16,587) | (1,188) | (61,764) |
| Property | Furniture and other assets |
Plant & machinery |
EDP | Industrial and commercial equipment |
Total | |
|---|---|---|---|---|---|---|
| Net book value at 1.1.23 |
40,930 | 9,706 | 3,787 | 1,888 | 191 | 56,503 |
| Investments | 111 | 1,524 | 216 | 284 | 11 | 2,146 |
| Depreciation | (909) | (978) | (318) | (403) | (26) | (2,634) |
| Disposals and other changes |
- | (16) | (8) | (70) | - | (23) |
| Net book value at 30.06.23 |
40,133 | 10,236 | 3,677 | 1,699 | 176 | 55,920 |
The net book value of property, plant and equipment was as follow:
"Property" includes the value of the buildings at Strada della Cebrosa 106, Turin, headquarters of BasicItalia S.p.A. and at Largo Maurizio Vitale 1, Turin, headquarters of the Parent Company, adjacent buildings owned by Basic Village S.p.A. acquired in late 2016, the property complex at Via dell'Aprica, No. 12 in Milan, owned by Aprica Costruzione S.r.l, Milan, a company which was acquired in January 2020, and merged into Basic Village S.p.A. in July 2020, and the building at Corso Regio Parco No. 33 in Turin, acquired by the subsidiary Basic Village S.p.A. at the end of March 2022.
Total gross investments in the period amounted to Euro 2.1 million, principally relating to the acquisition of furniture and EDP for the opening of new stores.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Investments in: | |||
| - Other companies |
- | - | 349 |
| Total investments | - | - | 349 |
| Other receivables, guarantees | 875 | 794 | 899 |
| Total financial receivables | 875 | 794 | 899 |
| Total investments & other financial assets | 875 | 794 | 1,248 |
"Other receivables, guarantees" principally refer to deposits on real estate property.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Investments in: | |||
| - Joint venture |
192 | 184 | 193 |
| Total investments in joint ventures | 192 | 184 | 193 |
Investments in joint ventures concern the value of the investment in Fashion S.r.l., held 50%. The company owns the Sabelt brand.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Deferred tax assets | 7,539 | 7,727 | 7,407 |
| Total deferred tax assets | 7,539 | 7,727 | 7,407 |
Deferred tax assets and liabilities are calculated on all the temporary differences arising between the book value in the consolidated financial statements and their assessable amount for tax purposes.
The individual effects are reported in the table below:
| June 30, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Amount of temporary differences |
Rate % (*) | Tax effect | Amount of temporary differences |
Rate % (*) | Tax effect | |
| Deferred tax assets: | ||||||
| - Excess doubtful debt provision not deductible |
(16,215) | 24.1% | (3,914) | (15,862) | 24.1% | (3,819) |
| - Inventory obsolescence provision | (3,307) | 27.1% | (898) | (3,214) | 27.2% | (873) |
| - Prudent exchange differences, net | (572) | 24.0% | (137) | (28) | 24.0% | (7) |
| - Misc. charges temporarily non-deductible |
(872) | 25.5% | (223) | (1,346) | 25.1% | (338) |
| - Effect IFRS 16 - lease payables | (498) | 28.3 | (141) | (656) | 27.9% | (183) |
| -Effect IFRS9 – fin. instruments | (1,445) | 23.6% | (341) | (2,044) | 24.1% | (493) |
| Total DTA on temporary temporary [A] |
(22,910) | (5,654) | (23,148) | (5,711) | ||
| Deferred tax liabilities: | ||||||
| - Amortisation/Depreciation tax basis |
13,817 | 27.9% | 3,855 | 11,790 | 27.9% | 3,289 |
| - Statutory-tax difference on amortisation, depreciation, and valuations |
12,934 | 28.2% | 3,641 | 13,286 | 28.1% | 3,730 |
| - Effect IAS 19 – Employee Benefits | 268 | 23.0% | 62 | (118) | 27.1% | (32) |
| - Effect IAS 38 – plant costs | 18 | 27.9 | 5 | 18 | 27.9% | 5 |
| -Effect IFRS 3 – goodwill amort. | 723 | 30.4% | 206 | 683 | 27.9% | 208 |
| Total DTL on temporary differences [B] |
27,759 | 7,768 | 25,658 | 7,199 | ||
| Losses carried forward [C] | (8,961) | 25.9% | (2,251) | (8,688) | 25.9% | (2,210) |
| Deferred tax (liabilities) assets, net [A+B+C] |
(4,112) | (137) | (6,179) | (722) | ||
| Of which: | ||||||
| Deferred tax assets Deferred tax liabilities |
(7,539) 7,401 |
(7,727) 7,004 |
||||
(*) Average tax rate
Deferred tax assets are recorded considering probable their recovery based on future profit expectations, and principally relate to non-deductible doubtful debt provisions (approx. Euro 3.9 million) and nondeductible inventory obsolescence provisions (approx. Euro 0.9 million), in addition to Euro 2.3 million of unlimited loss carry forwards for Kappa Europe Group.
Deferred tax liabilities principally refer to the tax effects deriving from the application of the IFRS international accounting standards, with particular reference to the accounting of amortisation on own brands solely for tax purposes (Euro 3.9 million) and differences between statutory and fiscal amortisation (Euro 3.6 million).
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Raw materials, ancillaries and consumables | 85 | 85 | 87 |
| Finished products and goods | 141,260 | 128,541 | 112,825 |
| Inventory obsolescence provision | (4,112) | (3,643) | (4,519) |
| Total net inventories | 137,233 | 124,983 | 108,393 |
Finished inventories include goods in transit at the balance sheet date which at June 30, 2023 amount to approx. Euro 22.9 million compared to Euro 31.8 million at June 30, 2022, goods held at Group brand stores for Euro 7.3 million, compared to Euro 7.4 million at June 30, 2022 and goods to be shipped against orders, to be delivered at the beginning of the following period, for Euro 7.6 million compared to Euro 7 million at June 30, 2022.
Inventories are valued under the weighted average cost method and net of the obsolescence provision considered reasonable for a prudent valuation of inventories, which recorded the following changes during the year:
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Inventory obsolescence provision at 01.01 | 3,643 | 4,970 | 5,041 |
| Provisions in the period | 1,129 | 1,243 | 845 |
| Utilisations | (660) | (2,570) | (1,367) |
| Inventory obsolescence provision at 30.06 | 4,112 | 3,643 | 4,519 |
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Gross value | 85,532 | 100,415 | 82,007 |
| Doubtful debt provision | (20,006) | (19,528) | (19,105) |
| Total trade receivables | 65,526 | 80,887 | 62,902 |
"Trade receivables" refer for Euro 60.1 million to goods sold by proprietary licensees compared to Euro 55.4 million at December 31, 2022 against which a doubtful debt provision was recorded of Euro 10.1 million (Euro 9.2 million at December 31, 2022) and for Euro 24.8 million to royalties and sourcing commissions (Euro 44.5 million at December 31, 2022) against which a doubtful debt provision was recorded of Euro 9.8 million (Euro 10.1 million at December 31, 2022).
The receivables are recorded at their realisable value through a doubtful debt provision based on estimated losses on disputes and/or overdue receivables as well as a general provision.
The movements during the year were as follows:
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Doubtful debt provision at 01.01 | 19,528 | 17,949 | 17,949 |
| Initial balance from acquisition | - | - | - |
| Provisions in the period | 1,443 | 3,115 | 985 |
| Exchange adjustments | - | - | 696 |
| Utilisations | (965) | (1,536) | (524) |
| Doubtful debt provision at 30.06 | 20,006 | 19,528 | 19,105 |
The utilisations of the provision are related to the write off of long outstanding amounts and are made when the legal documentation of the loss has been received. Provisions are made based on an examination of individual credit positions and the calculation of expected losses based on statistical and parametric elements. Overdue receivables not written down are normally recovered in the period immediately after the maturity date and in any case are subject to specific risk evaluations.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Tax receivables | 10,069 | 6,643 | 11,207 |
| Other receivables | 4,054 | 3,209 | 2,301 |
| Total other current assets | 14,123 | 9,852 | 13,509 |
Current "tax receivables" principally relate to withholding taxes on royalties for Euro 5.5 million, VAT receivables for Euro 3.3 million, IRES and IRAP receivables of Euro 0.4 million, in addition to minor amounts.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Expenses pertaining to future collections | 1,609 | 3,351 | 4,817 |
| Sponsorship and media | 2,466 | 4,495 | 2,357 |
| Others | 5,421 | 4,608 | 3,351 |
| Total prepayments | 9,496 | 12,454 | 10,525 |
The "expenses pertaining to future collections" include the costs relating to new Collections to be brought to the market, as well as presentations costs for the collections.
The "sponsorship costs" relate to the annual amount contractually defined by the parties, which is partially invoiced in advance during the sports season, compared to the timing of the services.
The "other prepayments" include various costs for samples, services, utilities, insurance and other minor amounts incurred by the companies of the Group.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Bank and postal deposits | 12,774 | 19,308 | 18,756 |
| Cash and valuables in hand | 136 | 168 | 159 |
| Total cash and cash equivalents | 12,910 | 19,476 | 18,915 |
"Bank deposits" refer to temporary current account balances principally due to receipts from clients.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Derivative financial instruments | 1,577 | 1,011 | 767 |
| Total | 1,577 | 1,011 | 767 |
Reference should be made to Note 46 below for further details.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Share capital | 31,717 | 31,717 | 31,717 |
| Treasury shares | (15,117) | (13,955) | (11,791) |
| Other reserves | 122,961 | 101,347 | 103,068 |
| Net Profit | 7,429 | 30,037 | 10,732 |
| Total Shareholders' Equity | 146,990 | 149,146 | 133,726 |
The "share capital" of the Parent Company, amounting to Euro 31,716,673.04, is divided into 54,000,000 fully paid-in ordinary shares without par value.
In April, as approved by the Shareholders' AGM of BasicNet S.p.A. of April 13, 2023, in relation to the allocation of the 2022 net profit, a dividend of Euro 0.18 per share was distributed to each of the ordinary shares in circulation, for a total pay-out at June 30 of approx. Euro 8.4 million. The related reduction in shareholders' equity is Euro 0.6 million greater, due to dividends not yet paid to the respective shareholders and recognised to other current liabilities.
With the purchases during the period of 205,800 treasury shares in execution of the authorising shareholder motions of May 30, 2022 and April 13, 2023, at June 30, 2023, there were 4,093,300 treasury shares in portfolio, equal to 7.58% of the share capital.
The account "other reserves" comprises:
the "cash flow hedge reserve", negative for Euro 1 million, changed in the year due to the fair value measurement of cash flow hedges held at June 30, 2023;
The other gains and losses recorded directly to equity in accordance with IAS 1 – Presentation of financial statements are reported below.
| June 30, 2023 | June 30, 2022 | Changes | |
|---|---|---|---|
| Effective part of the Gains/(losses) on cash flow instruments generated in the period (currency hedges) |
543 | (1,063) | 1,606 |
| Effective part of the Gains/(losses) on cash flow instruments generated in the period (interest rate hedges) |
55 | (155) | 210 |
| Effective part of the Gains/losses on cash flow hedge instruments |
598 | (1,218) | 1,816 |
| Re-measurement of defined benefit plans (IAS 19) | 215 | (54) | 269 |
| Gains/(losses) from translation of accounts of foreign subsidiaries |
(166) | 606 | (772) |
| Tax effect relating to the Other items of the comprehensive income statement |
(203) | 304 | (507) |
| Total other gains/(losses), net of tax effect | 444 | (362) | 806 |
(*) items which may not be reclassified to the profit and loss account
The tax effect relating to Other gains/(losses) is as follows:
| June 30, 2023 | June 30, 2022 | |||||
|---|---|---|---|---|---|---|
| Gross value |
Tax Charge/ Benefit |
Net value |
Gross value |
Tax Charge/ Benefit |
Net value |
|
| Effective part of Gains/losses on cash flow hedge instruments |
598 | (151) | 447 | (1,218) | 291 | (927) |
| Remeasurement gains/(losses) Defined benefit plans (IAS 19) |
215 | (52) | 163 | (54) | 13 | (41) |
| Gains/(losses) from translation of accounts of foreign subsidiaries |
(166) | - | (166) | 606 | - | 606 |
| Total other gains/(losses), net of tax effect |
647 | (203) | 444 | (666) | 304 | (362) |
(*) items which may not be reclassified to the profit and loss account
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Provisions for risks and charges | 1,773 | 1,792 | 120 |
| Total provisions for risks and charges | 1,773 | 1,792 | 120 |
The provision for risks and charges relates to the Agents Termination Indemnity Provision (FIRR) in Kappa S.r.l., BasicItalia S.p.A. and K-Way S.p.A., the provisions for commercial disputes and disputes with the licensee network.
The changes in the loans during the period are shown below:
| 31/12/2022 | Repay. | 30/06/2023 | Short-term portion |
Medium/long term portion |
||
|---|---|---|---|---|---|---|
| Banco BPM Mortgage Loan | Real Estate | 30,713 | 1,575 | 29,138 | 3,150 | 25,988 |
| MPS Loan | Purchase brand Sebago | 4,875 | 1,625 | 3,250 | 3,250 | - |
| Unsecured loan Banco BPM | Purchase brand Kappa Japan | 5,625 | 750 | 4,875 | 1,500 | 3,375 |
| FCG Loan L.662/96 Intesa SanPaolo |
BasicNet liquidity | 5,156 | 688 | 4,469 | 1,375 | 3,094 |
| FCG Loan L.662/96 Intesa SanPaolo |
BasicItalia liquidity | 5,156 | 688 | 4,469 | 1,375 | 3,094 |
| FCG Loan L.662/96 Banco BPM |
K-Way Retail liquidity | 4,125 | 550 | 3,575 | 1,100 | 2,475 |
| FCG Loan L.662/96 Banco BPM |
Purchase brand Kappa Japan | 5,500 | 688 | 4,813 | 1,375 | 3,438 |
| BPI loan | Kappa France liquidity | 1,001 | 167 | 834 | 333 | 501 |
| Abanca "Covid-19" subsidised loan |
Kappa Sport Iberia liquidity | 167 | 33 | 135 | 67 | 68 |
| Santander "Covid-19" subsidised loan |
Kappa Sport Iberia liquidity | 329 | 69 | 260 | 141 | 120 |
| Intesa Sanpaolo loan | Kappa France liquidity | 1,200 | 400 | 800 | 800 | - |
| BNP Mortgage | Boutique K-Way La Baule | 314 | 29 | 286 | 57 | 229 |
| BPI Mortgage | Boutique K-Way La Baule | 343 | 29 | 314 | 57 | 257 |
| HSBC Mortgage | Boutique K-Way Montpellier | 203 | 23 | 180 | 46 | 134 |
| BNP Mortgage | Boutique K-Way Nice | 334 | 39 | 295 | 79 | 216 |
| SGE Mortgage | Boutique K-Way Lyon | 277 | 43 | 234 | 87 | 147 |
| SGE Mortgage | Boutique K-Way Temple | 110 | 23 | 87 | 47 | 40 |
| BNP Mortgage | Boutique K-Way Temple | 169 | 42 | 127 | 85 | 43 |
| SGE Mortgage | Boutique K-Way Temple | 176 | 43 | 133 | 87 | 46 |
| SGE Mortgage | Boutique K-Way Biarritz | 207 | 27 | 181 | 54 | 126 |
| BPI Mortgage | Boutique K-Way Biarritz | 206 | 38 | 168 | 75 | 94 |
| PGE BNP Mortgage | K-Way France liquidity | 432 | 80 | 353 | 121 | 231 |
| PGE HSBC Mortgage | K-Way France liquidity | 279 | 42 | 237 | 84 | 154 |
| PGE SGE Mortgage | K-Way France liquidity | 279 | 42 | 237 | 84 | 154 |
| Balance | 67,178 | 7,729 | 59,449 | 15,428 | 44,021 |
The maturity of the long-term portion of loans is highlighted below:
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Medium/long term loans: | |||
| - due within 5 years | 33,784 | 39,943 | 30,560 |
| - due beyond 5 years | 10,237 | 11,813 | 57 |
| Total medium/long-term loans | 44,021 | 51,756 | 30,617 |
| Leasing payables | 153 | 259 | 380 |
| Total leasing payables (maturity within 5 years) | 153 | 259 | 380 |
| Total loans | 44,174 | 52,014 | 30,997 |
During the first half of the year, the Group made all capital repayments falling due.
At June 30, 2023 the credit lines available from the banking system (bank overdrafts, commercial advances, medium/long-term loans, import financing, leasing and letters of credit), amounted to Euro 404.8 million, broken down as follows:
| (in millions of Euro) | June 30, 2023 | December 31, 2022 | June 30, 2022 |
|---|---|---|---|
| Cash facility | 283.8 | 267.4 | 244.5 |
| Factoring | 14.2 | 14.2 | 14.2 |
| Letters of credit and swaps | 46.3 | 39.8 | 41.3 |
| Medium/long term loans | 59.5 | 67.2 | 43.1 |
| Property leases | - | 1.0 | - |
| Equipment leasing | 1.0 | - | - |
| Total | 404.8 | 389.6 | 343.1 |
The average interest paid for the BasicNet Group in the year is reported in Note 36 below.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Bank payables due within one year: | |||
| - short-term portion of medium/long-term loans | 15,428 | 15,423 | 12,479 |
| - bank overdrafts and bills | 21,704 | 5,977 | 19,174 |
| - import advances | 28,633 | 39,938 | 28,805 |
| Total bank payables | 65,765 | 61,338 | 60,458 |
The portion of medium/long-term loans due within one year is included under short-term bank debt as described in Note 35.
The changes in the financial position are commented upon in the Directors' Report. Interest due matured at the end of the year on short and medium/long-term loans is reported in the account "bank payables".
Cash advances refer to temporary utilisation by the Parent Company BasicNet S.p.A., for Group treasury needs.
The financial debt by interest rate at June 30, 2023 is as follows:
| Interest Rate | |||
|---|---|---|---|
| Fixed | Variable | Total | |
| Short-term | 24,392 | 41,373 | 65,765 |
| Medium/long term | 25,633 | 18,541 | 44,174 |
| Total | 50,025 | 59,914 | 109,939 |
The average interest rate on medium/long term loans was 3.1%.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Payables for rights-of-use | 31,570 | 30,734 | 33,118 |
| Total payables for right-of-use | 31,570 | 30,734 | 33,118 |
In H1, new contracts or renewals of existing agreements amounting to Euro 5.3 million were recognised, respective payables of Euro 3.6 million were settled, and payables reduced due to contractual changes or early terminations for Euro 0.9 million.
| June 30, 2023 | December 31, 2022 | June 30, 2022 | |
|---|---|---|---|
| Payables for earn-out | 9,738 | 9,749 | 13,598 |
| Total other financial payables | 9,738 | 9,749 | 13,598 |
The item refers entirely to the residual earnout to the previous shareholders of K-Way France, payment of which will be made between 2024 and 2026. For further details, reference should be made to Note 7.
The account includes the post-employment benefits for employees of Euro 2.7 million and the termination indemnities of Directors of Euro 580 thousand.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Deferred tax liabilities | 7,401 | 7,004 | 6,449 |
| Total deferred tax liabilities | 7,401 | 7,004 | 6,449 |
Reference should be made to Note 26 above for further details.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Guarantee deposits | 1,942 | 1,976 | 1,333 |
| Medium/long term tax payables | - | - | - |
| Total other non-current liabilities | 1,942 | 1,976 | 1,333 |
The "guarantee deposits" include the guarantees received from licensees, to cover the minimum royalties guaranteed contractually.
"Trade payables" are all payable in the short-term and increased by approx. Euro 1.1 million compared to December 31, 2022, due to the normal commercial dynamics related to business seasonality.
Trade payables are normally settled between 30 and 120 days. The book value of trade payables equates the relative fair value.
The breakdown of this account is shown in the following table:
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Tax payables: | |||
| IRES | 8,385 | 5,563 | 8,947 |
| Employee contributions | 738 | 628 | 690 |
| Group VAT | 4,380 | 3,120 | 3,496 |
| Other | 175 | 426 | 592 |
| Total tax payables | 13,678 | 9,737 | 13,725 |
Current tax payables include provisions for IRES and IRAP, in addition to the corresponding national, federal or regional taxes of the overseas subsidiaries, to be settled at the reporting date.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Payables for the purchase of equity investments | - | 7,332 | - |
| Payables to employees and directors | 4,873 | 3,811 | 4,983 |
| Social security institutions | 2,822 | 2,836 | 2,644 |
| Accrued expenses | 211 | 1,069 | 178 |
| Shareholder dividend account | 562 | 5 | 5 |
| Other payables | 3,350 | 2,016 | 923 |
| Total other current liabilities | 11,818 | 17,069 | 8,732 |
The account "accrued expenses" principally includes deferred employee remuneration.
"Payables to employees and Directors" mainly concern salaries and expenses for reimbursement settled in the subsequent month.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Royalties for period/subsequent period | 37 | 1,215 | - |
| Sponsored goods revenues | 3,247 | 4,261 | 2,722 |
| Other deferred income | 1,278 | 671 | 898 |
| Total deferred income | 4,562 | 6,147 | 3,620 |
The "sponsored goods revenues" relates to the invoicing of sponsored merchandise, which contractually partially refers to the period after the reporting date, with corresponding prepayments recorded under assets for sponsoring costs.
| June 30, 2023 | December 31, 2022 |
June 30, 2022 | |
|---|---|---|---|
| Derivative financial instruments | 3,022 | 3,054 | 430 |
| Total | 3,022 | 3,054 | 430 |
The amount includes the market value at June 30, 2023 of the currency hedge instruments on US Dollars (cash flow hedge), subscribed with primary credit institutions; the instrument utilised, called flexi term, operates in the form of forward currency purchases on a portion of the estimated currency needs for the purchase of goods on foreign markets, to be made in 2023 and 2024, on the basis of the goods orders already sent to suppliers, or still to be made but included in the budget. At June 30, 2023, commitments were in place on estimated future purchases, for USD 113.1 million, broken down into 42 transactions with differing maturities: 25 transactions in the second half of 2023 (for USD 66.1 million), 17 transactions in the first half of 2024 (for USD 47 million) at variable exchange rates set between USD/Euro 1.006 and USD/Euro 1.17. A negative equity reserve was recorded of Euro 1.1 million, net of the tax effect. During H1 2023, forward purchase operations were utilised for approx. USD 14.8 million and the relative effects were recognised to the income statement.
In the case of the Interest Rate Swap (IRS) agreed by the Group, the specific hedge of the variable cash flow realised at market conditions, through the signing of the fix/flo IRS perfectly hedges the item to which the original cash flows stem, as in this case, and continues to be considered effective.
With reference to the guarantees and commitments of the Group with third parties reference should be made to Note 35.
We highlight:
The principal risks and uncertainties of the Group activities are described in the Interim Directors' Report.
The financial instruments of the BasicNet Group include:
It is recalled that the Group only subscribes to cash flow hedges, to hedge against interest and currency risks.
In accordance with the requirements of IFRS 7 in relation to financial risks, the types of financial instruments present in the financial statements, with indication of the valuation criteria applied, are reported below:
| Financial instruments at fair value recorded through: |
Financial instruments at amortised cost |
Non-listed investments valued at cost |
Values at June 30, 2023 |
||
|---|---|---|---|---|---|
| Income Statement |
Shareholders ' Equity |
||||
| Assets: | |||||
| Equity invest. & other financial assets | - | - | - | 875 | 875 |
| Interests in joint ventures | - | - | - | 192 | 192 |
| Cash and cash equivalents | - | - | 12,910 | - | 12,910 |
| Trade receivables | - | - | 65,526 | - | 65,526 |
| Other current assets | - | - | 14,123 | - | 14,123 |
| Derivative financial instruments | - | 1,577 | - | - | 1,577 |
| Liabilities: | |||||
| Medium/long-term loans | - | - | 44,174 | - | 44,174 |
| Bank payables | - | - | 65,765 | - | 65,765 |
| Trade payables | - | - | 101,203 | - | 101,203 |
| Other current liabilities | - | - | 11,818 | - | 11,818 |
| Derivative financial instruments | - | 3,022 | - | - | 3,022 |
The financial risk factors, identified in IFRS 7 – Financial instruments: additional disclosures, are described below:
The Group is exposed to the risk of fluctuations in commodity prices relating to raw materials (wool, cotton, rubber, synthetic fibre etc.) incorporated in the finished products which Kappa S.r.l., BasicItalia S.p.A., K-Way France S.a.s. and Kappa France S.a.s. acquire on international markets, as well as fluctuations in the cost of oil which influences transport costs.
The Group does not hedge these risks as not directly dealing with raw materials but only finished products and is exposed for the part of the increase which cannot be transferred to the final consumer if the market and competitive conditions do not permit such.
The BasicNet Group has subscribed the majority of its financial instruments in Euro which corresponds to its functional and presentation currency. Operating on the international market the group is also exposed to fluctuations in exchange rates, principally the US Dollar against the Euro.
At June 30, 2023, unrealised exchange gains were recorded of Euro 303 thousand, while unrealised exchange losses were recorded of Euro 853 thousand, for a net exchange loss of Euro 550 thousand.
At the reporting date, there were 42 hedge transactions on US Dollar fluctuations, totalling USD 113.1 million; the relative effects are illustrated in the account "Derivative financial instruments", in Note 46.
Group Management considers that the management and containment polices adopted for this risk are adequate.
All medium/long-term loans and leasing contracts are in Euro, therefore they are not subject to any currency risk.
The composition of the gross financial debt between fixed and variable interest rates at June 30, 2023 is shown below:
| June 30, 2023 | % | June 30, 2022 | % | |
|---|---|---|---|---|
| Fixed rate | 50,025 | 45.5% | 33,273 | 36.4% |
| Variable rate | 59,914 | 54.5% | 52,182 | 63.6% |
| Gross debt | 109,939 | 100.0% | 91,455 | 100.0% |
The interest rate fluctuation risks of some medium/term loans were hedged with conversion of the variable rate into fixed rates, as described in Note 46. On the remaining part of the debt, the Group is exposed to fluctuation risks.
Where at June 30, 2023 the interest rate on long/term loans at that date were 100 basis points higher (or lower) compared to the actual rates, there would be a higher financial charges (lower), before the tax effect, respectively of Euro +454 thousand and Euro -454 thousand.
The doubtful debt provision (Note 28) which includes provisions against specific credit positions and a general provision on an historical analysis of receivables, represents approx. 23.4% of trade receivables at June 30, 2023.
Liquidity risk is mitigated in the short-term period by the significant generation of cash realised by the "licenses and trademarks" segment, by the significant positive net working capital, and by the overall credit lines provided by the banking system (Note 36).
The risk that the loans within the companies of the Group contain clauses (covenants) which allow the counterparties to request the creditor on the occurrence of certain events or circumstances the immediate repayment of the sums granted and not yet due, generating a liquidity risk.
The loans in place at the reporting date are not subject to financial covenants.
The transactions between the Parent Company and its subsidiaries and between the subsidiaries were within the normal operating activities of the Group and were concluded at normal market conditions. The balance sheet and income statement effects of the transactions are eliminated in the consolidation process. Based on the information received from the companies of the Group there were no atypical or unusual operations.
BasicNet S.p.A., and, as consolidated companies, BasicItalia S.p.A., K-Way S.p.A., BasicRetail S.r.l., K-WayRetail S.r.l.,, Basic Village S.p.A., Jesus Jeans S.r.l., Kappa S.r.l., Sebago S.r.l. and BasicAir S.r.l. have adhered to the national fiscal regime as per Article 177/129 of the CFA.
Kappa France S.a.s. and, as subsidiaries, Sport Fashion Retail S.A.R.L. and Textiles d'Artois S.A.R.L. are part of the French tax consolidation regime pursuant to Articles 223-A/223-U of the General Tax Code (CGI). This regime was further extended to the subsidiary K-Way France S.a.s., effective from the tax period beginning January 1, 2023.
The transactions with related parties for the period ended June 30, 2023 are reported below:
| Investments | Trade receivables |
Trade Payables |
Other Income |
Costs | |
|---|---|---|---|---|---|
| Interests in joint ventures: - Fashion S.r.l. |
193 | - | - | - | - |
| Remuneration of Boards and Senior Executives and other related parties |
- | - | - | - | 3,791 |
The remuneration concerns emoluments and all other payments, pension-related or social security deriving from the role of Director or Statutory Auditor in BasicNet S.p.A. and the other companies within the consolidation scope.
These events are outlined in the Directors' Report.
Pursuant to Consob Communication DEM/6064293 of July 28, 2006, we report that there were no nonrecurring significant operations during the year.
The BasicNet Group is involved in some legal disputes of a commercial nature which are not expected to give rise to significant liabilities.
In the initial months of 2018, a tax dispute with the Tax Agency began, following the inspection by the Finance Police for the years 2012 to 2017 at BasicNet S.p.A.. In the tax assessment, the Agency alleges the partial non-deductibility of the Post-employment benefit provision accrual made for the Executive Boards for the years 2012 to 2015, on the basis of an interpretation of the rules governing Post-employment benefits for employees, in the total absence of specific tax rules. The Tax Agency is claiming approx. Euro 360 thousand for IRES, in addition to penalties and interest. Not agreeing with the Tax Agency's interpretation and noting also favourable jurisprudence in similar cases, the Company presented an appeal for all of the years subject to assessment. In March 2019, the Turin Provincial Tax Commission heard the appeal presented by BasicNet. The Tax Agency has appealed against the Tax Commission's decision. The hearing before the Regional Tax Commission held in September 2020 confirmed the Turin Provincial Tax Commission's verdict, finding in favour of BasicNet.
In April 2021, the Supreme Court of Cassation notified BasicNet of the challenge made by the Tax Agency. In February 2023, Section VI referred the case to Section V of the Supreme Court.
On December 28, 2018, a tax assessment was received from the Tax Agency by the subsidiary Basic Properties America, Inc., with registered and administration office in New York-USA, following checks on BasicNet by the Finance Police in 2017, on the basis of the alleged tax inversion claimed by the latter against the US subsidiary. The assessments initally concern financial years 2011, 2012 and 2013, alleging tax evasion in Italy for approx. Euro 3.6 million, in addition to interest and penalties. Tax assessments were also received by BasicTrademark S.A. and SupergaTrademark S.A. for the alleged evasion of VAT for approx. Euro 1 million, on the basis that the royalties paid by Basic Properties America, Inc., for tax purposes considered an Italian company, to these two companies should have been subject to VAT. In July 2019, similar tax assessments for financial year 2014 were received, with claims for additional taxes of approx. Euro 0.3 million and for VAT for approx. Euro 0.1 million.
As they did not consider the arguments put forward by the Agency to be well-founded, the companies lodged appeals against the tax assessments and requests for provisional suspension of the executive effects of the assessments. The Turin Provincial Tax Commission, which had already accepted the request for provisional suspension in October 2019, at the end of January 2020 fully accepted the combined appeals of Basic Properties America Inc., BasicTrademark S.A. (changed its legal format to a "S.r.l." and its name to Kappa S.r.l.) and Superga Trademark S.A. (now S.r.l. and subsequently incorporated with BasicTrademark S.r.l.) and cancelled the tax assessments issued by the Tax Agency.
In June 2020, the Tax Agency appealed against the Provincial Tax Commission's decision. In February 2023, the Piedmont Second Instance Tax Court rejected the Tax Agency's grounds of appeal, upholding the first instance decision favorable to the Group.
In May and June 2021, assessment notices relating to 2015 were received, with further demands of approx. Euro 0.2 million for direct taxes and Euro 0.3 million for VAT: the companies prepared their respective appeals, as well as the requests for provisional suspension of the effects. Nonetheless, the collections unit of the tax administration took charge of the amounts demanded, issuing payment demands equal to one-third of the respective assessment notices. In January 2023, the Turin First Instance Tax Court upheld the appeals filed by the Group Companies.
In October 2022, assessment notices relating to 2016 were received, with further demands of approx. Euro 0.4 million for direct taxes and Euro 0.3 million for VAT: the companies prepared their respective appeals, as well as the requests for provisional suspension of the effects. In late February, the Turin First Instance Tax Court suspended the execution of the challenged acts and set a hearing on the merits for June 2023.
On June 21, 2023, the first level judgement of the Tax Court fully accepted the combined appeals of Basic Properties America Inc., BasicTrademark S.A. (now Kappa S.r.l.) and Superga Trademark S.A. (now S.r.l. and subsequently incorporated with BasicTrademark S.r.l.) and cancelled the tax assessments issued by the Tax Agency in relation to fiscal year 2016.
Law No. 197 of December 29, 2022 (Budget Law 2023) provided for a series of defining institutions of the tax claim ("tax truce"); consequently, its entry into force entailed a nine-month suspension of the deadlines for appealing all judgments, regarding definable disputes, which would have ordinarily expired between January 1 and July 31, 2023. Therefore, as of September 30, the ordinary terms for any appeal by the Tax Agency in the second instance (for the 2015-2016 fiscal years) or in the Court of Cassation (for the 2011- 2014 fiscal years) will begin.
As of today's date, the Group companies have had their claims recognised in the first instance for all the years in dispute and in the second instance for the years 2011 to 2014.
BasicItalia S.p.A. has exercised, on June 3, 2021, its pre-emption right, under the agreement concluding on April 30, 2022, to enter into a new sponsorship contract for the Italian Winter Sports Federation through the Kappa brand for the four-year period 2022-26, which includes the Milan Cortina 2026 Olympics. Nevertheless, FISI considered that the exercise of the pre-emption right by BasicItalia S.p.A was not sufficient to conclude a contract and informed the BasicNet Group of its intention to sign a sponsorship agreement with a third party.
The judgment in the case on the merits, issued on February 23, 2023, confirms this protective order issued on July 14, 2022 and the position of BasicItalia S.p.A., namely that from the moment of BasicItalia S.p.A.'s acceptance of the conditions offered by FISI, and thus from June 3, 2021, a new sponsorship contract was concluded between BasicItalia S.p.A. and FISI for the 2022/23 seasons until the 2025/26 season, also recognising a right of first refusal in favour of Basic Italia S.p.A. for the following four-year period.
As a result, the court ordered FISI to fulfil its contractual obligations, prohibiting FISI from entering into supply and sponsorship contracts with third parties other than BasicItalia S.p.A. and from using in its competitive activities clothing items with trademarks other than those indicated in the contract between BasicItalia S.p.A. and FISI.
Regarding damages, the Court ruled that the damage resulting from FISI's breach of duty can only be fully assessed and quantified following the last competitive season until at least 2025/2026.
FISI appealed the judgment by writ of summons served on March 27, 2023, requesting to suspend and/or revoke the provisional enforceability of the judgment and to uphold the appeal on the basis of the conclusions advanced by FISI in the first instance judgment and, by way of counterclaim, to establish BasicItalia's failure to comply with the provisions of the Contract and to declare the termination of the Contract for non-performance with an order to pay damages.
A hearing on the merits at the Milan Court of Appeals has been set for September 14, 2023. Meanwhile, on July 20, FISI's request for a stay of the enforceability of the first instance ruling was granted by the Court of Appeals, pending further consideration of the documents in the appeal proceedings.
For the Board of Directors
Marco Daniele Boglione
| Registered Office | Corporate purpose | Share capital | Parent company holding (%) |
||
|---|---|---|---|---|---|
| PARENT COMPANY | |||||
| BasicNet S.p.A. | |||||
| Directly held subsidiaries: | |||||
| - BasicAir S.r.l. single shareholder company |
Turin (Italy) | Company owning the Cessna Citation VII aircraft. |
EURO | 3,000,000 | 100 |
| - BasicItalia S.p.A. single shareholder company |
Turin (Italy) | Italian licensor for Sebago and Superga, direct stores of the BasicNet Group. |
EURO | 2,650,000 | 100 |
| - BasicNet Asia Ltd. | Hong Kong (China) | Control activity of the licensees and sourcing centre in Asia. |
HKD | 10,000 | 100 |
| - BasicNet Asia Company Limited |
Ho Chi Minh City (Vietnam) |
Control activity of the licensees and sourcing centre in Asia. |
DONG | 462,600,000 | 100 |
| - Basic Properties America, Inc. | Richmond (Virginia – USA) |
Sub-license of brands for the American market |
USD | 2,000 | 100 |
| - BasicVillage S.p.A. - single shareholder company |
Turin (Italy) | Management of the properties owned in Turin - Largo M. Vitale 1, C.so Regio Parco, 43, C.so Regio Parco, 33, Strada della Cebrosa 106, and Milan - Via dell'Aprica 12. |
EURO | 412,800 | 100 |
| - Jesus Jeans S.r.l. single shareholder company |
Turin (Italy) | Initially set up to manage the Jesus Jeans brand. |
EURO | 10,000 | 100 |
| - Kappa S.r.l. single shareholder company |
Turin (Italy) | Company owning the Kappa, Robe di Kappa, Briko brands and distributor for the brands, managing direct-to public outlets for the brands' products. |
EURO | 1,300,000 | 100 |
| - K-Way S.p.A. single shareholder company |
Turin (Italy) | Company owning the K-Way brand and distributor for the brand, managing direct-to-public outlets for brand products. |
EURO | 10,050,000 | 100 |
| - Sebago S.r.l. single shareholder company |
Turin (Italy) | Owner of the Sebago brand and owner of the brand's global collection development and marketing activities. |
EURO | 50,000 | 100(1) |
| - Superga S.r.l. single shareholder company |
Turin (Italy) | Owner of the Superga brand and owner of the brand's global collection development and marketing activities. |
EURO | 50,000 | 100 |
| Indirectly held subsidiaries: | |||||
| - through Kappa S.r.l. | |||||
| - Kappa France S.a.s. | Saint Herblain (France) Kappa licensees for the territories of France, Spain, Portugal and United |
EURO | 2,207,600 | 100 |
1) shares subject to a pledge with the Group required to maintain full ownership of the company, in guarantee of the loan issued by MPS Capital Services Banca per le Imprese S.p.A. in July 2017.
Kingdom.
| Registered Office | Corporate purpose | Share capital | Parent company holding (%) |
||
|---|---|---|---|---|---|
| Indirectly held subsidiaries (cont.): |
|||||
| - through Kappa S.r.l. | |||||
| - KappaRetail S.r.l. single shareholder company |
Turin (Italy) | Company operating certain retail outlets for products of the Kappa, Robe di Kappa brands |
EURO | 10,000 | 100 |
| - through BasicItalia S.p.A. | |||||
| - BasicRetail S.r.l. single shareholder company |
Turin (Italy) | Management of outlets owned by the Group and a number of sales points. |
EURO | 10,000 | 100 |
| - SebagoRetail S.r.l. single shareholder company |
Turin (Italy) | Company established in January 2023 to manage certain retail outlets for Sebago brand products. |
EURO | 10,000 | 100 |
| - SupergaRetail S.r.l. single shareholder company |
Turin (Italy) | Company established in January 2023 to manage certain retail outlets for Superga brand products. |
EURO | 10,000 | 100 |
| - through K-WAY S.p.A. | |||||
| - K-WayRetail S.r.l. single shareholder company |
Turin (Italy) | Management of outlets owned by the Group and a number of K-Way brand and product sales points. |
EURO | 10,000 | 100 |
| - K-WayRetail SUISSE S.A. | Mendrisio (Switzerland) |
Management of the point of sale to the public in Mendrisio, Switzerland of K Way brand products. |
CHF | 100,000 | 100 |
| - K-Way France S.a.s. | Paris (France) | Distribution and management of retail outlets of K-Way brand products to the public in France. |
EURO | 150,000 | 100 |
| - through Kappa France S.a.s. | |||||
| - Kappa Retail Monaco S.a.r.l. | Monaco | Company that manages the store in Monaco. |
EURO | 15,000 | 100 |
| - Kappa Sport Iberia S.L. | Madrid (Spain) | Sub-licensee for the Spanish and Portuguese territory |
EURO | 505,588 | 100 |
| - Preppy Cotton S.A. (in liquidation) |
Reidermoos (Switzerland) |
Swiss company in liquidation. | EURO | 101,105 | 100 |
| - Sport Fashion Distribution UK Ltd (in liquidation) |
Manchester (United Kingdom) |
British company in liquidation. | GBP | 1 | 100 |
| - Sport Fashion Retail S.a.r.l. | Saint Herblain (France) Company operating direct outlets in France. |
EURO | 5,000 | 100 | |
| - Textiles D'Artois S.a.r.l. | Haute Avesnes (France) |
Company dedicated to sublimation projects on behalf of the Kappa France Group licensees. |
EURO | 3,000 | 100 |
| Registered Office | Corporate purpose | Share capital | Share capital Holding (%) |
||
|---|---|---|---|---|---|
| - Fashion S.r.l. | Turin (Italy) | Owner of the Sabelt brand under joint venture |
EURO | 100,000 | 50 (2) |
(2) the remaining 50% of the investment is held by the Marsiaj family
The undersigned Marco Daniele Boglione, Chairperson with delegated powers, Federico Trono, Chief Executive Officer, and Paola Bruschi, Executive Officer for Financial Reporting of BasicNet S.p.A. certify, also taking into account the provisions of Article 81-ter of Consob Regulation No. 11971 of May 14, 1999, the adequacy and effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements for the period from January 1, 2023 to June 30, 2023, considering the characteristics of the company.
In addition, we declare that the condensed half-year financial statements:
Turin, July 28, 2023
Marco Daniele Boglione Chairperson
Federico Trono Paola Bruschi
Chief Executive Officer Executive Officer for Financial Reporting
Review report on the interim condensed consolidated financial statements
(Translation from the original Italian text)
EY S.p.A. Via Meucci, 5 10121 Torino Tel: +39 011 5161611 Fax: +39 011 5612554 ey.com
To the Shareholders of BasicNet S.p.A.
We have reviewed the interim condensed consolidated financial statements, comprising the consolidated income statement, the consolidated comprehensive income statement, the consolidated balance sheet, the statement of change in consolidated Shareholders' equity, the consolidated cash flows and the related explanatory notes of BasicNet S.p.A. and its subsidiaries (the "BasicNet Group") as of 30 June, 2023. The Directors of BasicNet S.p.A. are responsible for the preparation of the interim condensed consolidated financial statements in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review.
We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of 31 July 1997. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the interim condensed consolidated financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the interim condensed consolidated financial statements of BasicNet Group as of June 30, 2023 are not prepared, in all material respects, in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Turin, July 28, 2023
EY S.p.A. Signed by: Stefania Boschetti, Statutory Auditor
This report has been translated into the English language solely for the convenience of international readers
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