Interim / Quarterly Report • Aug 9, 2018
Interim / Quarterly Report
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Executive Chairman and Chief Executive Officer Paolo Ainio
Non-executive Directors Pierluigi Bernasconi
Independent Directors Roland Berger
Andrea Biasco Pietro Boroli Matteo Renzulli
Chiara Burberi Roberto Mazzei Serenella Rossano
Independent Director and Committee Chairman Serenella Rossano Independent Director Roland Berger
Independent Director Chiara Burberi
| Independent Director and Committee Chairman | Roland Berger |
|---|---|
| Non-executive Director | Pierluigi Bernasconi |
| Independent Director | Serenella Rossano |
Standing Auditors Stefania Bettoni
Alternate Auditors Luca Zoani
Chairman Francesco Perrini
Gabriella Chersicla
Beatrice Galli
Chairman Jean-Paule Castagno Members Fabio Meda Stefania Bettoni
Ernst & Young S.p.A.
| DIRECTORS' REPORT 6 | |
|---|---|
| COMMENT ON THE RESULTS6 | |
| ANALYSIS OF KEY OPERATING RESULTS 6 | |
| SUMMARY OF DATA FOR THE SECOND QUARTER 11 | |
| ANALYSIS OF KEY RESULTS FROM THE STATEMENT OF FINANCIAL POSITION12 | |
| SIGNIFICANT EVENTS IN THE PERIOD 15 | |
| SIGNIFICANT EVENTS AFTER THE CLOSE OF THE PERIOD16 | |
| BUSINESS OUTLOOK 16 | |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE HALF YEAR 19 | |
| CONSOLIDATED STATEMENT OF PROFIT/(LOSS) AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR20 |
|
| CONSOLIDATED STATEMENT OF CASH FLOW FOR THE HALF YEAR 21 | |
| CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE HALF YEAR22 |
|
| EXPLANATORY NOTES23 | |
| CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED46 |
As illustrated in the notes to the financial statements as at 31 December 2017, on 8 March 2018 the board of ePRICE approved the updating of the ePRICE strategic plan guidelines for the period 2018-2023, which are based on strong, coordinated development in the sale of large domestic appliances, strong growth of the marketplace and the opening of its own platform to new services aimed at Italian consumers and their families.
In the first half year 2018, Group revenues amounted approximately to Euro 74.8 million. Hence, revenues in the first half year 2018 were 17.4% lower than the same period in 2017, partly due to the repositioning strategy for long-tail category volumes on the Marketplace.
The GMV - which represents customers' actual spending on our e-Commerce sites and on the Marketplace - decreased by 12.2% as compared to last year, amounting to € 106.6 million as compared to € 121.5 million for the first half year of 2017. An increase in volumes is due to the weight and contribution of the Marketplace which was launched in Q2 2015 and now accounts for almost 20% of the GMV as compared to 13.6% of the GMV for the first half year of 2017 and 10% for the first half year of 2016.
| (in thousands of Euros) | H1 2018 | H1 2017 | % Change |
|---|---|---|---|
| Revenues | 74,800 | 90,698 | -17.5% |
| (in millions of Euros) GMV |
106.6 | 121.5 | -12.3% |
The breakdown of Revenues and GMV by product type is as follows:
| Revenues | 74,800 | 90,698 | -17.5% |
|---|---|---|---|
| Services / Other revenues | 7,044 | 7,641 | -7.8% |
| Electronics, Domestic Appliances and other products | 67,756 | 83,057 | -18.4% |
| (in thousands of Euros) | H1 2018 | H1 2017 | % Change |
| Revenues |
| GMV | 106.6 | 121.5 | -12.3% |
|---|---|---|---|
| Services / Other revenues | 3.4 | 3.7 | -8.1% |
| Electronics, Domestic Appliances and other products | 103.2 | 117.8 | -12.4% |
| (In millions of Euros) | H1 2018 | H1 2017 | % Change |
| GMV |
In the first half year 2018 ePRICE recorded € 74.8 million of revenue, of which 67.8 million from product sales. As envisaged in the Strategic Guidelines 2018 - 2023 presented on 8 March 2018, a decline in volumes has come about due to the repositioning of sales for some product categories on the marketplace and to the implementation of a policy aimed at streamlining marketing costs. In the second quarter of 2018, a downturn in revenues which stood at -20.7% was worse than expected due to a particularly sluggish June.
Contrary to this general dip in volumes, the GMV for Large Household Appliances went up by 5.1% in the first half year and by 12.9% in the second quarter, whilst proceeds on Large Household Appliances increased by 2.9% in the first half year as compared with the same period in the previous year and by 11.3% in the second quarter.
Revenues from the sale of Services and Other, which also includes warranties, fell by 7.8% as compared to the first half year of 2017, with a downturn that was substantially less than that of the volumes of product sales. This was due to the positive contribution from the marketplace and warranties. Note that as a result of the entry into force of international accounting standard IFRS 15, revenues from the sale of product warranties were reported net of the related purchase costs with the ePRICE Group acting as agent, insofar as the obligation to take action is fulfilled by third parties. Consequently, the comparison figures were restated.
Home Service continued to achieve 1 a very high NPS and to be an important market share differentiation lever and driver. Home Service represents a series of installation services and the collection of used appliances, integrated with the ePRICE proprietary mobile platform and accessible via a smartphone app.
As at 30 June 2018 the Pick&Pay and Lockers network, the only network on the Italian market, numbered 134 and 290 collection points respectively (n. 132 and n. 297 as at 31 March 2018).
The GMV shrank by 12.2% in the first half year of 2018, shored up by the performance of the Marketplace which reached n. 1,738 merchants and achieved growth levels in excess of 25% in the half-year period, driven by the electronics and mobilephones segment. The growth in Marketplace GMV outstripped that of the target market.
In terms of Key Performance Indicators the following trends can be identified:
| Performance indicators2 | Q2 18 | Q2 17 | % Change | Performance Indicators5 | H1 18 | H1 17 | % Change |
|---|---|---|---|---|---|---|---|
| Orders (thousands) | 169 | 203 | -16.6% | Orders (thousands) | 360 | 427 | -15.5% |
| AOV (Euros)3 | 248 | 245 | 1.5% | AOV (Euros) | 240 | 231 | 3.9% |
| Buyers (thousands)4 | 133 | 156 | -15.1% | Buyers (thousands) | 258 | 296 | -12.8% |
1 The Net Promoter Score is calculated by subtracting the percentage of detractors from the percentage of promoters obtained.
2 They include the 3P marketplace.
3 Average order value (excluding VAT).
4 Customers with at least 1 order in the period.
In the first half year 2018, 360 thousand orders were managed with an average value (AOV) of Euro 240, up by 3.9% compared to the first half year 2017, mainly driven by the mix towards high-ticket categories for large domestic appliances and the switch of long-tail categories on the Marketplace. Lastly, the number of buyers came to 258 thousand, down by 12.8% as compared to the previous half year due to marketing investments that were smaller and aimed more at retaining repeat customers rather than acquiring new ones.
The table below illustrates the Reclassified Income Statement for the first half year of 2018, compared with the corresponding period of the previous year, like for like, by destination according to the formats used by Group management control. In the following statement, the Revenue total is stated net of revenues for logistics, IT and administrative services performed in favour of scopes that were sold or being disposed of, which have been restated as a reduction of the related costs.
| (thousands of Euros) | 30-06-18 | % of total revenues |
30-06-17* | % of total revenues |
% Change |
|---|---|---|---|---|---|
| Total revenues | 74,800 | 100.0% | 90,698 | 100.0% | -17.5% |
| Cost of sales5 | (62,518) | -83.6% | (77,486) | -85.4% | -19.3% |
| Gross profit6 | 12,283 | 16.4% | 13,212 | 14.6% | -7.0% |
| Sales and marketing costs | (5,850) | -7.8% | (6,228) | -6.9% | -6.1% |
| Logistics costs | (8,765) | -11.7% | (9,194) | -10.2% | -4.7% |
| IT costs | (863) | -1.2% | (752) | -0.8% | 14.8% |
| General and administrative expenses | (2,485) | -3.3% | (4,080) | -4.5% | -39.1% |
| Adjusted EBITDA | (5,680) | -7.6% | (7,042) | -7.8% | -19.3% |
| Non-recurring costs and income and stock option plans |
1,733 | 2.3% | (677) | -0.7% | -356.0% |
| EBITDA | (3,947) | -5.3% | (7,719) | -8.5% | -48.9% |
| Depreciation, amortisation and impairment |
(4,404) | -5.9% | (2,994) | -3.3% | 47.1% |
| EBIT | (8,351) | -11.2% | (10,713) | -11.9% | -22.0% |
| Net financial expenses | (10) | 0.0% | 125 | 0.1% | -107.8% |
| Share of the result of associates | (679) | -0.9% | (412) | -0.5% | 64.8% |
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS |
(9,040) | -12.1% | (11,000) | -12.2% | -17.8% |
| Net profit/(loss) from discontinued operations |
3,285 | 682 | N/A | ||
| NET PROFIT/(LOSS) | (5,755) | -7.7% | (10,318) | -11.4% | -44.2% |
* restated to reflect the effects of the first implementation of IFRS 15
5 The Cost of goods sold mainly includes the purchase cost of goods and the cost of some services, including the cost of collection fees.
6 The Gross Margin is represented by net revenues minus cost of goods sold and is a management control indicator used by the Group's management to monitor and evaluate its sales performance. Gross Profit is not identified as an accounting method either under the scope of Italian Accounting Principles or under IFRS (International Financial Reporting Standards) and therefore it should not be considered as an alternative method for evaluating the Group sales performance. Since the composition of the Gross Profit is not regulated by reference accounting standards, the calculation criterion applied by the Group may not be standardised with the one adopted by others and, as such, is not comparable. The impact of Gross Margin on revenue is calculated by the Group as the ratio between the Gross Margin and Total Net Revenues.
Gross Profit was Euro 12,283 thousand, down Euro 929 thousand, equal to 6.9% compared with the corresponding period of the previous year (Euro 13,212 thousand), presenting a much lower decline than that of revenues. In percentage terms, the Gross Profit to Revenues ratio came to 16.4%, a marked improvement from 14.6% recorded in the first half year of 2017 and essentially in keeping with corporate plans.
The marked improvement in gross profit is especially obvious in the second quarter where, in percentage terms, the Gross Profit to Revenues ratio came to 16.7%, an additional and substantial improvement (340 bps) as compared to 13.3% recorded in the second quarter of 2017. This confirms the strategy announced during the presentation of the Business Plan aimed at recovering margins by developing the Marketplace and obtaining greater profits from core categories and especially household appliances on which revenues and the reviewed pricing policy are focused.
Adjusted EBITDA stood at Euro -5,680 thousand, a substantial improvement on Euro -7,042 thousand in the first proforma half year 2017.
The improvement in adjusted EBITDA was especially marked in the second quarter of 2018 (-2,265 thousand Euros as compared to -4,611 thousand Euros recorded in the second quarter of last year) with an increase of 2,346 thousand Euros, more than recovering the negative difference recorded in the first quarter.
This marked positive change can be attributed to a reduction in all cost items following the efficiency drive conducted over the first six months, as announced during the presentation of the Business Plan. It should be especially noted how personnel costs, before deducting capitalised expenses, dropped by 14% in the first half year of 2018 as compared to the first half year of last year and by 22.5% in the second quarter as compared to the second quarter of last year. This means that we are moving in the right direction as far as the streamlining process for the organisational structure is concerned.
Sales and marketing costs have dropped by 6.1% as compared to the first half year of 2017, proportionately less than the drop in revenues. This is proportionally due to the higher costs incurred by TV advertising campaigns as well as by sponsoring the Radio Italia concert and by higher marketing costs aimed at acquiring a greater number of customers which went up in percentage terms on the GMV by roughly 0.3 percentage points.
Logistics costs went down by 4.7% as compared to the first half year of 2017. This cost item is closely linked to the performance of sale and revenue volumes in household-appliance categories which showed growth over the first six-month period; therefore, this reduction in costs is due to the efficiency measures relating to some implementing processes over the first six months of the year.
The increase in IT costs as compared to the first six months of last year (not meaningful in terms of absolute value) is linked to the implementation of the new corporate ERP system with all ensuing maintenance expenditure.
General and administration expenses decreased by 39.1% with a particularly significant drop compared to the first six months of last year. This was due to a decline in corporate costs and to the renegotiation and optimisation of some general costs. In the course of the second quarter, this cost item benefited from the contribution recorded for research & development activities for Eprice S.p.A. in 2017 for an amount of 860 thousand Euros.
The breakdown of Operating profit/(loss) and adjusted EBITDA is provided below:
| (in thousands of Euros) | 30-06-18 | % of total revenues |
30-06-2017 | % of total revenues |
|---|---|---|---|---|
| Operating profit/(loss) | (8,351) | -11.2% | (10,713) | -11.9% |
| + Depreciation, amortisation and impairment |
4,404 | 5.9% | 2,994 | -3.3% |
| Non-recurring costs and income and stock option plans |
1,733 | 2.3% | (677) | -0.7% |
| Adjusted EBITDA | (5,680) | -7.6% | (7,042) | -7.8% |
| EBITDA | (3,947) | -5.3% | (7,719) | -8.5% |
The earnings before interest, taxes, depreciation and amortisation (EBITDA) for the first half year of 2018 come to -3,947 thousand Euros as compared to -7,719 thousand Euros with an increase of 3,772 thousand Euros which brought the percentage of revenues from -8.5% for the first six months of last year to -5.3% for the first half year of 2018 with an improvement of 320bps.
This item includes non-recurring income for 2,000 thousand Euros ensuing from the agreement entered into with the SRP group (Showroomprivè) as regards early termination for logistics activities carried out on Bnk4-Saldiprivati's behalf, as described further down in this document in the paragraph describing significant events in the period.
It also includes stock-option plan costs amounting to 51 thousand Euros and other non-recurring costs amounting to 216 thousand.
EBIT totalled -€ 8,351 thousand, compared with -€ 10,713 in the first half year of 2017. This improvement was due to the increase in adjusted EBITDA, as described above, partly offset by greater amortisation and depreciation which increased by 47% compared with the half year of 2017, as a result of the significant investments made over 2017, particularly for the implementation of the new corporate ERP system and the new logistics centre of Truccazzano.
EBT was Euro -9,040 thousand, compared with Euro -11,000 thousand in half year of 2017.
Net profit/(loss) from discontinued operations refers to the earnout share already accrued after certain contractually-planned conditions were satisfied from the sale of the Vertical Content division to the Mondadori Group for an amount of 785 thousand Euros and for 2,500 thousand Euros and the definition of the carve-out amount for the sale of Bnk4 Saldiprivati, which was initially dependent on a series of objectives being achieved up to a maximum amount of 5 million. Furthermore, the amount had already been paid upon closing, so there was no impact on the net financial position at 30 June 2018. The additional amount of 2.5 million was paid onto an escrow account by SRP Group, recorded amongst the other receivables, to ensure definition of the definitive price, with a counterentry amongst the other payables. It was therefore returned once the agreement was reached in the half year.
The table below illustrates the Reclassified Income Statement for the second quarter by destination according to the statements used by the Group's management.
| (thousands of Euros) | Q2 2018 | % of total revenues |
Q2 2017* | % of total revenues |
% Change |
|---|---|---|---|---|---|
| Total revenues | 35,809 | 100.0% | 45,323 | 100.0% | -21.0% |
| Cost of sales7 | (29,835) | -83.3% | (39,311) | -86.7% | -24.1% |
| Gross profit8 | 5,974 | 16.7% | 6,012 | 13.3% | -0.6% |
| Sales and marketing costs | (3,061) | -8.5% | (3,610) | -8.0% | -15.2% |
| Logistics costs | (4,074) | -11.4% | (4,362) | -9.7% | -6.6% |
| IT costs | (433) | -1.2% | (518) | -1.1% | -16.4% |
| General and administrative expenses | (671) | -1.9% | (2,134) | -4.7% | -68.6% |
| Adjusted EBITDA | (2,265) | -6.3% | (4,611) | -10.3% | -50.9% |
| Non-recurring costs and income and stock option plans |
1,826 | 5.1% | (270) | -0.6% | -776.2% |
| EBITDA | (439) | -1.2% | (4,881) | -10.8% | -91.0% |
| Depreciation, amortisation and impairment |
(2,446) | -6.8% | (1,542) | -3.4% | 58.7% |
| EBIT | (2,886) | -8.1% | (6,423) | -14.3% | -55.1% |
| Net financial expenses | (31) | -0.1% | 124 | 0.3% | -125.3% |
| Share of the result of associates | (521) | -1.5% | (223) | -0.5% | 133.6% |
| PROFIT/(LOSS) FROM CONTINUING OPERATIONS |
(3,438) | -9.6% | (6,522) | -14.5% | -47.3% |
| Net profit/(loss) from discontinued operations |
2,500 | (17) | N/A | ||
| NET PROFIT/(LOSS) | (938) | -2.6% | (6,539) | -14.5% | N/A |
* restated to reflect the effects of the first implementation of IFRS 15
In the second quarter, which better represents the effects of the new action plans launched in 2018, the consolidated revenue comes to 35,809 thousand Euros which is down by 20.7% as compared to the second half of the year 2017 (45,323 thousand).
Despite the drop in revenue, the gross profit was essentially in keeping in terms of absolute value with that recorded in the second quarter of 2017, going from a percentage of revenues of 13.3% in the second quarter of 2017 to 16.7%. This is further confirmation that the actions aimed at recovering gross profit are working.
The adjusted EBITDA came to -2,265 thousand Euros as compared to -4,661 thousand in the second quarter of 2017, basically reducing the loss by half. This is testament to the fact that the work carried out over the year to streamline costs and recover profitability has been effective.
7 The Cost of sales mainly includes the purchase cost of goods and the cost of some services, including the cost of transport to customers, the cost of collection fees, agent's commissions and sales commissions and external publishing costs.
8 Gross profit is represented by net revenues minus cost of sales and is a management accounts indicator used by the Issuer to monitor and evaluate sales performance. Gross Profit is not identified as an accounting method either under the scope of Italian Accounting Principles or under IFRS (International Financial Reporting Standards) and therefore it should not be considered as an alternative method for evaluating the Group sales performance. Since the composition of the Gross Profit is not regulated by reference accounting standards, the calculation criterion applied by the Group may not be standardised with the one adopted by others and, as such, is not comparable. The impact of Gross Margin on revenue is calculated by the Group as the ratio between the Gross Margin and Total Net Revenues.
The earnings before interest, taxes, depreciation and amortisation (EBITDA) totalled -439 thousand Euros as compared to - 4,881 thousand Euros, benefiting from the non-recurring income obtained from Showroomprivè and amounting to 2,000 thousand Euros, as described previously.
EBIT was -€ 2,886 thousand after depreciation, amortisation and impairment of € 2,446 thousand, compared to -€ 6,423 thousand in the second quarter of 2017.
Earnings before tax (EBT) totalled -938 thousand Euros as compared to -6,539 thousand Euros for the second quarter of 2017; this was also due to earnouts accrued upon sale of Banzai Media and Saldiprivati, as described previously.
The following table presents the statement of financial position reclassified by sources and uses:
| (thousands of Euros) | 30 June 2018 | 31 December 2017* |
|---|---|---|
| USES | ||
| Net Working Capital | 7,742 | (5,482) |
| Fixed assets | 37,111 | 40,996 |
| Long-term assets | 8,750 | 8,992 |
| Personnel provisions | (2,048) | (2,024) |
| Long-term liabilities | (360) | (438) |
| Net Invested Capital | 51,195 | 42,044 |
| SOURCES | ||
| Net Financial Liquidity/Debt | 6,483 | 21,340 |
| Shareholders' equity | (57,678) | (63,384) |
| TOTAL FUNDING SOURCES | (51,195) | (42,044) |
* restated to reflect the effects of the first implementation of IFRS 15
Net Working Capital dropped by Euro 13,224 thousand mainly due to the reduction in trade payables for Euro 15,832 thousand, partially offset by a decrease in inventories and, to a lesser extent, in trade receivables. In particular, the net reduction in trade payables was influenced by the seasonality that led to significant purchases in the final part of the year, partly settled in early 2018. The decrease in inventories was partly affected by seasonal changes, which result in higher stocks towards the end of the year, and partly by the decision to facilitate the migration to the marketplace of certain categories unbundled from services. The change in the item entitled other current receivables and payables primarily stems from settlement of the earnout for the sale of Bnk4 Saldiprivati which took place in 2016, as amply described in the comments on Profit/(loss) from discontinued operations. Receivables include invoices yet to be issued for 2 million Euros to SRP following on from the early-termination agreement for logistics activities carried out on behalf of Bnk4-Saldiprivati; this receivable was fully collected in July 2018.
The table below provides a breakdown of Net Working Capital:
| (in thousands of Euros) | 30 June 2018 | 31 December 2017* |
|---|---|---|
| Inventories | 16,057 | 20,560 |
| Trade and other receivables | 7,827 | 8,908 |
| Trade and other payables | (22,225) | (38,057) |
| Trade Working Capital | 1,659 | (8,589) |
| Other current receivables and payables | 6,083 | 3,107 |
| Net Working Capital | 7,742 | (5,482) |
* restated to reflect the effects of the first implementation of IFRS 15
Fixed assets fell by 3,885 thousand Euros. This drop was especially due to depreciation, amortisation and impairment for the period coming to 4,024 thousand, the sales for the period mainly relating to Sitonline activities for about 1,686 thousand Euros, partly offset by investments for the period in intangible assets for 2,077 thousand Euros, in tangible assets for 135 thousand Euros and for investments in associates for 316 thousand Euros.
Shareholders' equity decreased during the period from Euro 63,384 thousand to Euro 57,678 thousand mainly due to the comprehensive income, negative for Euro 5,757 thousand. An increase of Euro 51 thousand was also seen in the stock option reserve against costs associated with the incentive plans for employees and directors.
The total number of treasury shares held by the company was 1,023,202, unchanged compared to 31 December 2017.
The breakdown of the Net Financial Position is provided below, in accordance with the CONSOB Communication of 28 July 2006 and in compliance with the ESMA/2011/81 Recommendations.
| (thousands of Euros) | 30 June 2018 | 31 December 2017 |
|---|---|---|
| (A) Cash | (205) | (150) |
| (B) Other cash and cash equivalents | (11,430) | (20,944) |
| (C) Securities held for trading | - | - |
| (D) Liquidity (A)+(B)+(C) | (11,635) | (21,094) |
| (E) Current financial receivables | (1,423) | (2,877) |
| (F) Current financial payables | 5,000 | - |
| (G) Current portion of non-current debt | 1,503 | 2,001 |
| (H) Other current financial payables | 71 | 94 |
| (I) Current financial debt (F)+(G)+(H) | 6,574 | 2,095 |
| (J) Liquidity/Net current financial debt (D)+(E)+(I) | (6,484) | (21,876) |
| (K) Non-current bank payables | - | 501 |
| (L) Bonds issued | - | - |
| (M) Other non-current payables | 2 | 35 |
| (N) Non-current financial debt (K)+(L)+(M) | 2 | 536 |
| (O) (Liquidity)/Net Financial Debt (J)+(N) | (6,482) | (21,339) |
As at 30 June 2018, the Group reported net liquidity of € 6,482 thousand. The difference between this amount and that of 31 December 2017 is mainly due to funds used for operations for 14,641 thousand Euros, of which the change in working capital absorbed 8,757 thousand Euros, net of the receivables amounting to 2,000 thousand ensuing from the termination agreement for the logistics contract with Saldiprivati. The change in working capital was primarily due to a reduction in trade payables and derives from those seasonal fluctuations typically associated with the fourth quarter which led to higher spending, as described above.
The investing activities described above involved the use of funds equal to 217 thousand Euros and benefited from the sale of Sitonline activities for 1,107 thousand Euros as well as from the earnout ensuing from the sale of Banzai Media (Vertical Content Division) for 785 thousand Euros.
During the period, the Group obtained a short-term loan of Euro 5 million, with repayment expected within 12 months.
Development activities are of particular importance for the Group: the aim is to conceive new solutions and new products and services to be included in the range offered by ePRICE, and to continuously innovate existing products and services, including with regard to the introduction of new technologies and new business development models. The Group takes an interdisciplinary approach, the greatest strength of which lies in the close collaboration between development, production and marketing, in order to respond quickly and effectively to constant changes in preferences expressed by consumers.
During the period, the Group continued to invest in improving the quality of services offered to customers, in existing processes and in platform components to make them scalable for increasing volumes.
Team development activities aimed at the mobile-phone sector and geared to optimising customer experience continued; one of the first objectives was to substantially improve the mobile APP by creating standout elements that put it in a class of its own and make it markedly different to the desktop site. Specifically, a new cart for the mobile APP was released, the graphic interface was upgraded and the usability of the product pages was improved, thus emphasising the value-added content of the services offered by ePrice.
A new portal designed for the automatic registration of marketplace sellers was released. It included an in-built CRM system which make the new-seller acquisition phase smoother as well as facilitating management thereof by the marketplace team.
Development work continued on new features aimed at improving the integrated management system. In particular, the purchasing-cycle flow and supplier-invoice checking was computerised, which will lead to optimised management and control of the procurement procedures.
The internal procedures for dealing with customer requests and the impact of the GDPR on handling their personal data were defined. Consequently, all attendant management systems were also adapted to cope with the changes.
The development of a platform for the management of specialist local services related to the world of household appliances (MDA) and the construction/activation of the premium delivery and professional installation network both continued. Improvements were made to the courier-tracking system both for products sent by ePrice and products sent by the marketplace. A monitoring system to check the saturation capacity of the team of installers was released.
The Issuer has exercised the option to waive the obligation provided for in Art. 70, para. 6 and Art. 71, para. 1 of the Issuer Regulations, as defined by Art. 70, para. 8 and Art. 71, para. 1-bis of the Issuer Regulations.
On 8 March 2018, the CEO Pietro Scott Jovane resigned with effect from 15 April 2018. The Board of Directors conferred management powers on the Chairman, Paolo Ainio, who will also take on the role of CEO. The Shareholders' Meeting approved the proposal of the shareholder Paolo Ainio, who owns 22.88% of the Company's share capital, to appoint Roberto Mazzei as a new member of the Board of Directors of ePrice S.p.A. to replace Pietro Scott Jovane following his resignation. Mr. Mazzei will remain in office until the expiry of the current Board's mandate, that is, until the Shareholders' Meeting called to approve the financial statements as at 31 December 2018.
In February 2018, the Group received an unsecured loan of 5 million Euros with a term of 12 months from the banks.
In March 2018, the Group subscribed Euro 175 thousand to the share capital increase of the associate Il Post S.r.l., after which, due to certain shareholders' failure to subscribe, the investment increased from 38.16% to 38.92%.
In April the Group acquired a further 7.8% interest in Apprice Sagl at a price of around Euro 140 thousand, increasing its investment from 17.2% to 25%.
In the month of June, the Group finalised the transfer of Sitonline assets to the Register Group for an approximate amount of 1.8 million, with a positive impact on the income statement for about 236 thousands Euros and on the net financial position at 30 June for about 1.2 million; another 0.5 million will be collected by the end of the year.
The following table shows how the capital gains ensuing from the transfer were calculated:
| Transfer price | 1,800 |
|---|---|
| Goodwill | (1,474) |
| Other assets | 363 |
| Liabilities | (453) |
| Capital gains | 236 |
In June 2018, the Group signed an early-termination agreement with the SRP group for logistics activities carried out on behalf of Bnk4-Saldiprivati, obtaining payment of 2 million Euros which was fully settled in July 2018.
Again in June 2018, the carve-out amount for the sale of Bnk4 Saldiprivati was established in the amount of 2.5 million. This transfer operation was attendant upon some administrative and management activities currently performed by the assignor being successfully passed across to the sold company so that it is able to stand on its own feet; this amount (falling between 0 and 5 million) had already been paid in the amount of 2.5 million to the ePRICE group upon closing, therefore this transaction did not affect the net financial position at 30 June 2018.
No significant events affecting this financial report occurred between the closing date for the period and the approval of this report.
In July 2018, Group acquired a further 22% interest in Installo at a price of around 160 thousand Euros, bringing the percentage it owns to 61%.
Still in July 2018, the group became Official Online Retail Partner of FC Internazionale Milano; this partnership involves ePRICE enjoying considerable brand visibility on all the digital and physical properties of Inter and special actuation at key points in the years, with targeted initiatives aimed at Inter football supporters.
As from 1 August 2018, the Group began selling Large Household Appliances on Amazon.
As testament to the bounty of the contents of the plans approved in March 2018 and in view of the results achieved after a few months at 30 June, the management reaffirms its future projections, i.e. that the action plans already launched will enable the ePRICE group in the second half year of 2018 and in the midterm to consolidate its leadership status for the Service-driven categories and to strengthen the steady growth of the Marketplace. Increasing emphasis will be placed on defending profitability, even at the expense of a reduction in revenues growth, and on a decisive move of several categories to the Marketplace, where revenue is accounted for only to the extent of the commission
This will lead to a gradual improvement in the EBITDA also by means of a more streamlined organisational structure and ongoing cost optimisation, something which has already been partly put in place with the efficiency drive launched in late 2017 and further consolidated in the first 6 months of 2018. The goal is to achieve an improvement in efficiency levels of about 20%.
The actions put in place will generate in the years following 2018 a steady growth in GMV, Revenues and EBITDA percentage margin, driven by sales of Large Household Appliances, Services and 3P marketplace and will also lead to a strong growth in the GED and increased penetration of the Marketplace and Services. The plans also show additional positive cash-flow effects in 2019 too, generated by divestments and earnouts from the sales of BMH and Saldiprivati.
The company budgets (essentially confirmed by the events taking place in the first six months of 2018), the financial resources acquired so far by entering into new agreements with the banks and the closure of some extraordinary transactions envisaged by corporate plans all provide reassurance as to the financial sustainability of routine management as well as viable cash-flow development in the short term. At the end of 2018, the company should achieve a good financial position.
| (in thousands of Euros) | Notes | 30 June 2018 |
Of which related parties |
31 December 2017* |
Of which related parties |
|
|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||||
| Plant and Equipment | 1 | 6,961 | 7,788 | |||
| Intangible Assets | 2 | 25,869 | 28,560 | |||
| Investments in associates | 3 | 2,641 | 2,641 | 2,278 | 2,278 | |
| Non-current financial assets | 4 | 1,640 | 634 | 2,370 | 1,361 | |
| Other non-current assets | 5 | 50 | 292 | |||
| Deferred tax assets | 6 | 8,700 | 8,700 | |||
| TOTAL NON-CURRENT ASSETS | 45,861 | 49,988 | ||||
| CURRENT ASSETS | ||||||
| Inventories | 7 | 16,057 | 20,560 | |||
| Trade and other receivables | 8 | 7,827 | 1,280 | 8,908 | 1,255 | |
| Other current assets | 9 | 10,095 | 14,680 | |||
| Cash and cash equivalents | 10 | 11,635 | 421 | 21,094 | 422 | |
| TOTAL CURRENT ASSETS | 45,614 | 65,242 | ||||
| Assets from discontinued operations | ||||||
| TOTAL ASSETS | 91,475 | 115,230 | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||
| SHAREHOLDERS' EQUITY | ||||||
| Share capital | 826 | 826 | ||||
| Reserves | 62,607 | 87,302 | ||||
| Profit (loss) for the period | (5,755) | (24,744) | ||||
| TOTAL SHAREHOLDERS' EQUITY NON-CURRENT LIABILITIES |
11 | 57,678 | 63,384 | |||
| Payables to banks and other lenders | 12 | 2 | 536 | |||
| Personnel provisions | 13 | 2,048 | 2,024 | |||
| Provisions for risks and charges | 14 | 360 | 360 | |||
| Other non-current liabilities | 16 | 0 | 78 | |||
| TOTAL NON-CURRENT LIABILITIES | 2,410 | 2,998 | ||||
| CURRENT LIABILITIES | ||||||
| Trade and other payables | 15 | 22,001 | 1,302 | 37,737 | 1,769 | |
| Payables to banks and other lenders | 12 | 6,573 | 2,095 | |||
| Other current liabilities | 16 | 2,589 | 8,696 | |||
| Liabilities for returns | 17 | 224 | 320 | |||
| TOTAL CURRENT LIABILITIES | 31,387 | 48,848 | ||||
| Liabilities from discontinued operations | ||||||
| TOTAL LIABILITIES | 33,797 | 51,846 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
91,475 | 115,230 |
* restated to reflect the effects of the first implementation of IFRS 15
| (in thousands of Euros) | Notes | 30 June 2018 | Of which related parties |
30 June 2017* |
Of which related parties |
|---|---|---|---|---|---|
| Revenues | 18 | 76,480 | 499 | 93,636 | 2,131 |
| Other income | 19 | 3,336 | 471 | ||
| Costs for raw materials and goods for resale | 20 | (61,740) | (77,043) | ||
| Costs for services | 21 | (17,862) | (2,910) | (19,926) | (4,747) |
| Personnel expenses | 22 | (3,975) | (4,666) | ||
| Depreciation, amortisation and impairment | 23 | (4,404) | (2,993) | ||
| Other expenses | 24 | (186) | (192) | ||
| Operating profit/(loss) | (8,351) | (10,713) | |||
| Financial expenses | 25 | (63) | (53) | ||
| Financial income | 25 | 53 | 178 | ||
| Share of the result of associates | 26 | (679) | (412) | ||
| Write-downs of financial assets | 0 | 0 | |||
| Profit/(loss) before tax from continuing operations |
(9,040) | (11,000) | |||
| Income taxes | 27 | 0 | 0 | ||
| Profit/(loss) from continuing operations | (9,040) | (11,000) | |||
| Net profit/(loss) from discontinued operations | 3,285 | 682 | |||
| Profit/(loss) for the period | (5,755) | (10,318) | |||
| Other components of comprehensive income | |||||
| That will not subsequently be reclassified into profit (loss) for the year |
|||||
| Employee benefits | (2) | 8 | |||
| Tax effect | 0 | 0 | |||
| Total | (2) | 8 | |||
| That will subsequently be reclassified into profit/(loss) for the year |
|||||
| Comprehensive profit/(loss) for the period | (5,757) | (10,310) | |||
| Earnings per Share | 28 | -0.14 | -0.25 | ||
| Diluted Earnings per Share | 28 | -0.14 | -0.23 |
* restated to reflect the effects of the first implementation of IFRS 15
| (in thousands of Euros) | 30 June 2018 |
Of which related parties |
30 June 2017* |
Of which related parties |
|---|---|---|---|---|
| NET CASH FLOW FROM OPERATIONS | ||||
| Net result from operations | (9,040) | (11,000) | ||
| Adjustments to reconcile profit for the period with cash | ||||
| flow generated by operations: | ||||
| Depreciation and Amortisation | 4,024 | 2,893 | ||
| Bad debt provision | 380 | 100 | ||
| Employee benefit fund provision | 238 | 275 | ||
| Inventory write-down | 0 | 0 | ||
| Employee benefit fund change | (217) | (320) | ||
| Change in deferred tax assets and liabilities | 0 | 0 | ||
| Share of the result of associates | 680 | 412 | ||
| Change in other non-current liabilities | 0 | 25 | ||
| Other non-monetary items | 51 | 273 | ||
| Changes in working capital | ||||
| Change in inventories | 4,214 | 2,092 | ||
| Change in trade receivables | 701 | 25 | 2,072 | (326) |
| Change in other current assets | 1,172 | (1,344) | ||
| Change in trade payables | (15,736) | (467) | (10,105) | (157) |
| Change in other payables | (1,108) | (1,374) | ||
| NET CASH FLOW GENERATED BY OPERATIONS | (14,641) | (16,001) | ||
| NET CASH FLOW FROM INVESTMENT ACTIVITIES | ||||
| Acquisition of tangible assets | (135) | (2,794) | ||
| Disposal of tangible assets | 135 | 1 | ||
| Change in Other non-current assets | 244 | (18) | ||
| Acquisition of intangible assets | (2,100) | (3,811) | ||
| Disposal of intangible assets | 1,170 | 0 | ||
| Provision of financing | 0 | (515) | (515) | |
| Purchase of associates | (316) | (316) | (893) | (893) |
| Cash flow from discontinued operations | 785 | 1,227 | ||
| NET CASH FLOW GENERATED (ABSORBED) BY | (217) | (6,803) | ||
| INVESTMENT ACTIVITIES | ||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||
| Financial payables | 3,944 | 3,446 | ||
| Share capital increase | 0 | 1,045 | ||
| Current financial receivables | 1,455 | (257) | ||
| Treasury shares | 0 | (305) | ||
| Dividends | 0 | (5,252) | ||
| Cash flow from discontinued operations | ||||
| NET CASH FLOW ABSORBED BY FINANCING | 5,399 | (1,323) | ||
| ACTIVITIES | ||||
| (Decrease)/Increase in cash and cash equivalents | (9,459) | (24,127) | ||
| Net exchange-rate differences on cash and cash | ||||
| equivalents | ||||
| CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD |
21,094 | 54,711 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF | ||||
| THE PERIOD | 11,635 | 30,584 |
* restated to reflect the effects of the first implementation of IFRS 15
| Share capital |
Share Premium |
Legal Reserve |
Treasury Shares |
Stock Option Reserve |
Other capital reserves |
Retained earnings (losses) |
FTA Reserve |
Employee benefits |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2017* |
826 | 125,194 | 164 | (3,211) | 796 | 538 | (60,163) | (487) | (273) | 63,384 |
| Profit/(loss) for the period | (5,755) | (5,755) | ||||||||
| Other components of comprehensive income |
0 | |||||||||
| that will not subsequently be reclassified in profit (loss) for the period that will subsequently be |
(2) | (2) | ||||||||
| reclassified in profit (loss) for the period |
0 | |||||||||
| Comprehensive income | (5,755) | (2) | (5,757) | |||||||
| Transactions on treasury shares | 0 | |||||||||
| Share capital increase | 0 | |||||||||
| Share-based payments | 51 | 51 | ||||||||
| Allocation of the result | 0 | |||||||||
| Reclassifications | 0 | |||||||||
| Balance as at 30 June 2018 | 826 | 125,194 | 164 | (3,211) | 847 | 538 | (65,918) | (487) | (275) | 57,678 |
| * restated to reflect the effects of the first implementation of IFRS |
15
| Share capital |
Share Premium |
Legal Reserve |
Treasury Shares |
Stock Option Reserve |
Other capital reserves |
Retained earnings (losses) |
FTA Reserve |
Employee benefits |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2016* |
821 | 124,153 | 1 | (2,585) | 554 | 538 | (30,102) | (486) | (86) | 92,808 |
| Profit/(loss) for the period | (10,318) | (10,318) | ||||||||
| Other components of comprehensive income |
0 | |||||||||
| that will not subsequently be reclassified in profit (loss) for the period that will subsequently be reclassified in profit (loss) for the period |
8 | 8 0 |
||||||||
| Comprehensive income | (10,318) | 8 | (10,310) | |||||||
| Transactions on treasury shares | (305) | (305) | ||||||||
| Share capital increase | 5 | 1,040 | 1,045 | |||||||
| Share-based payments | 274 | 274 | ||||||||
| Allocation of the result | 163 | (5,415) | (5,252) | |||||||
| Balance as at 30 June 2017* | 826 | 125,193 | 164 | (2,890) | 828 | 538 | (45,835) | (486) | (78) | 78,260 |
* restated to reflect the effects of the first implementation of IFRS
15
The half-yearly condensed consolidated financial statements of the ePRICE Group as at 30 June 2018 were approved by the Board of Directors on 02 August 2018.
The half-yearly condensed consolidated financial statements as at 30 June 2018 were drawn up in compliance with IAS 34 accounting standards on interim financial reporting. IAS 34 allows for the preparation of the financial statements in a "condensed" form, meaning they can provide minimum reporting content and substantially less disclosure than provided for by the International Financial Reporting Standards issued by the International Accounting Standards Board and adopted by the European Union. The Condensed Interim Financial Statements as at 30 June 2018 have been drawn up in a "condensed" form and therefore must be read alongside the Consolidated Financial Statements for the Group for the year ended 31 December 2017.
The half-yearly condensed consolidated financial statements have been drawn up with the expectation that the business is a going concern and in light of the consideration expressed in the paragraph "Business Outlook" of the Director's Report.
The half-yearly condensed consolidated financial statements include the consolidated statement of financial position, consolidated comprehensive income statement for the half year, consolidated cash flow statement for the half year and the semi-annual consolidated statement of changes in shareholders' equity. The Group has chosen to prepare the statement of comprehensive income, which includes profit (loss) for the period as well as changes in shareholders' equity relevant to income statement items which, by express provision of the international accounting standards, are recognised as components of shareholders' equity.
The half-yearly results of the subsidiaries, used to draft these half-yearly condensed consolidated financial statements, were prepared by the respective administrative departments and reclassified where necessary to standardise them with those of the Parent Company.
The scope of consolidation as at 30 June 2018 remains unchanged from 31 December 2017 and is shown below:
| Name | Activity | Registered office | Ownership percentage |
|---|---|---|---|
| ePRICE S.p.A. | Parent Company | Italy | - |
| ePRICE Operations S.r.l. | e-Commerce | Italy | 100 |
The e-commerce segment, in which the Group operates, is subject to those seasonal fluctuations typically associated with retail selling. Most notably, sales are generally higher in the second six months of every year with effects that are quite commensurate with sale trends.
The accounting principles used to draw up the half-yearly condensed consolidated financial statements are consistent with those used to draft the consolidated financial statements as at 31 December 2017, except for when new principles, amendments or interpretations effective from 1st January 2018 were adopted. The Group has not applied ahead of time any new principles, interpretations or amendments issued but not yet in force.
The nature and effects of these changes are described below. Even though these new principles and amendments were applied for the first time in 2018, they have not significantly affected the consolidated financial statements of the Group nor the half-yearly condensed consolidated financial statements of the Group. The nature and impact of each new principle/amendment have been listed below:
IFRS 15 replaces IAS 11 Work on commission and IAS 18 Revenue and related interpretations. It applies to all revenue from contracts with customers, unless these contracts fall into the scope of other principles. The new principle introduces a new model in five phases which will apply to revenue from contracts with customers. The IFRS 15 imposes reporting of revenues for an amount, to which the entity considers having the rights to in exchange for transfer of merchandise or services to the client.
This principle involves the entity forming an opinion which takes into consideration all relevant facts and circumstances when applying each phase of the model to contracts with its customers. Furthermore, this principle specifies the accounting of incremental costs relating to winning a contract and costs directly linked to completing a contract.
The Group adopted IFRS 15, using the full retrospective adoption method.
The Group contracts for online sales usually only include one obligation. The Group arrived at the conclusion that revenue from product sales should be recognised at the time when control of the assets is transferred to the customer, which is generally when goods are delivered. Therefore, adopting IFRS 15 has not impacted the timeframe for recognition of revenue. Nevertheless, there were repercussions on the amount of revenue to be recognised, as described below.
The sales contracts grant customers the right to return goods. Before adopting IFRS 15, the Group recorded the revenue from sales of goods at the fair value of the amount received or due to be received, net of any adjustments for returns or trade discounts. When IFRS 15 was adopted, rights of return generated a variable consideration. An estimate of this consideration was made at the start of the contract and limited until the element of uncertainty regarding the consideration was resolved.
Right of return
According to IFRS 15, consideration received from the customer is variable because the contract entitles the customer to return goods. The Group used the estimated-value method to assess the goods that would be returned because this method allows for a more accurate estimation of the variable consideration to which the Group is entitled. In defining the extent of variable consideration to be included in the transaction price, the Group applied IFRS-15 requirements to limit the appraisal of the variable consideration. The Group presented liabilities for returns separately in the statement of financial position and assets recorded under inventories for the right to recover goods from the customers, with disclosure provided in the explanatory notes. Additional amounts of Liabilities for returns and Assets for recovery rights from customer returns were recognised and the net effect was recorded under Retained earnings.
The statement of financial position at 31 December 2017 was restated with a recognition of Liabilities for returns in an amount of 320 thousand Euros and an increase in Inventories of 290 thousand Euros. The income statement for the halfyear period at 30 June 2017 was also restated with an increase in revenues and costs for raw materials and goods for resale, respectively for an amount of 184 thousand Euros and 168 thousand Euros.
The Group sells via its e-commerce websites warranties and extensions of warranties for repairs carried out by third-party suppliers. For said obligations, the Group cannot be deemed to be primarily liable for any failure to uphold promises to provide any support or assistance activities that might be requested. Moreover, the Group cannot exercise discretion when defining warranty price as the consideration due to the Group is calculated in these contracts as the difference between the purchase price and the sales price. In adopting IFRS 15, the Group established that it does not control the post-warranty assistance services and, therefore, that it acts as an agent. This change led to a reduction in revenue for sales of goods and cost of goods sold and to an increase in revenue for services rendered for the difference. The income statement for the halfyear period at 30 June 2017 was restated with a decrease in revenues and costs for raw materials and goods for resale for an amount of 534 thousand Euros.
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and measurement for the years beginning on or after 1st January 2018, combining all three aspects involved in recording financial instruments: classification and valuation, impairment and hedge accounting. The Group applied IFRS 9 retrospectively, with an initial application date of 1st January 2018 and adjustment of comparative information for the year starting on 1st January 2017. Application of this standard had no meaningful effect on the Group.
The interpretation clarifies that, in defining the spot exchange rate to be used for initial recognition of the related asset, expense or income (or part thereof), when cancelling a non-monetary asset or a non-monetary liability for advance consideration, the transaction date must be the date on which the entity initially recognises the non-monetary asset or nonmonetary liability for advance consideration. In the event of multiple payments or advances, the entity must determine the transaction date for each payment or advance consideration. This interpretation had no impact on the consolidated financial statements of the Group
The amendments clarify when an entity should transfer property, including properties under construction or development, within or outside the "investment property" category. The amendment states that a change in use applies when the property satisfies, or ceases to satisfy, the definition of investment property and there is evidence of the change in use. A simple change in management intentions related to use of the property does not provide evidence of a change in use. These amendments didn't have any impact on the consolidated financial statements of the Group.
The IASB has issued amendments to IFRS 2 Share-based Payments covering three main areas: the effects of vesting conditions on the measurement of a share-based payment transaction settled in cash; the classification of a share-based payment transaction settled net of withholding tax obligations; the accounting where a change to the terms and conditions of a share-based payment transaction changes its classification from a cash-settled to an equity-settled transaction. At the time of adoption, the entities must apply the amendments without restating previous periods, but retrospective application is permitted if all three amendments are chosen and the other criteria are also respected. These amendments had no impact on the consolidated financial statements of the Group.
The amendments relate to problems that arise from adopting the new principle on financial instruments, IFRS 9, prior to adoption of IFRS 17, Insurance Contracts, which replaces IFRS 4. The amendments introduce two options for entities issuing insurance contracts: temporary exemption from applying IFRS 9 and the overlay approach. These amendments are not relevant to the Group.
The amendments show that an entity that is a venture capital organisation or other qualified entity could decide, at the time of initial recognition and with regard to the individual investment, to measure its investments in associates and joint ventures at fair value recognised in the income statement. If an entity that is not qualified as an investment entity has an investment in an associate or joint venture that is an investment entity, the entity may, when applying the equity method, decide to maintain the fair value measurement applied by that investment entity (whether it is an associate or joint venture) when measuring its (those of the associate or joint venture) investments. This choice shall be made separately for each associate or joint venture that is an investment entity on the latest of the following dates: (a) initial recognition of the investment in the associate or joint venture that is an investment entity; (b) the date on which the associate or joint venture becomes an investment entity; and (c) the date on which the associate or joint venture that is an investment entity becomes a parent company for the first time. These amendments didn't have any impact on the consolidated financial statements of the Group.
Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards – Deletion of Short-Term Exemptions for First-Time Adopters.
The short-term exemption specified in paragraphs E3-E7 of IFRS1 were cancelled since they fulfilled their purpose. These amendments didn't have any impact on the consolidated financial statements of the Group.
For the purposes of IFRS 8 - Operating segments, the Group's activity consists of only the e-Commerce operating segment.
No operating segments have been combined to determine the reportable segments.
The "plant & equipment" item totals 6,961 thousand Euros at 30 June 2018 (7,788 thousand Euros at 31 December 2017); this decrease is mainly due to depreciation and amortisation for the period for 827 thousand Euros.
Intangible assets stood at € 25,869 thousand (€ 28,560 thousand as at 31 December 2017) and break down as indicated below.
Intangible assets with an indefinite useful life are entirely made up of goodwill for 12,818 thousand Euros, down by 1,474 thousand Euros compared to 31 December 2017 after the sale of Sitonline which took place in June 2018. At 30 June 2018, no impairment indicators were recognised as compared to 31 December 2017; the Group directors therefore held that conditions had been met to confirm the value of goodwill at 30 June 2018.
Intangible assets with a finite useful life stood at € 13,051 thousand as at 30 June 2018 (14,268 thousand Euros as at 31 December 2018). Changes in the period are ascribable for 3,082 thousand Euros to depreciation and amortisation for the period, partly offset by investments for the period totalling 2,100 thousand Euros which especially related to specific projects aimed at developing innovative solutions to create and manage online platforms. These investments include internal employee costs and costs for services rendered by third parties. Expenses for research undertaken to obtain new knowledge and make discoveries are recognised in the income statement at the time that they are incurred. The increase in software is primarily due to new functions and interface of the Group ERP system which became operational at the start of 2017.
The changes in the year in investments in associates are indicated in the table below:
| (in thousands of Euros) | At 31 December 2017 |
Share of profit/(loss) |
Increases due to purchases |
At 30 June 2018 |
|---|---|---|---|---|
| Investments in associates | 2,278 | (679) | 1,042 | 2,641 |
| Total equity investments in associates | 2,278 | (679) | 1,042 | 2,641 |
Equity investments in associates are booked in the Consolidated Financial Statements using the equity method, pursuant to IAS 28.
Increases during the year were for subscription to a share-capital increase in the associate "Il Post" for 175 thousand Euros, the waiver of shareholder loans to the associate Click&Quick Distribution for 727 thousand Euros and the acquisition of a further 7.8% interest in Apprice Sagl for 140 thousand Euros.
The breakdown of other non-current financial assets is as follows:
| Non-current financial assets | At 30 June 2018 | At 31 December 2017 | Change |
|---|---|---|---|
| Investments in other companies | 1,006 | 1,009 | (3) |
| Loans | 634 | 1,361 | (727) |
| Total non-current assets | 1,640 | 2,370 | (730) |
The balance of 1,006 thousand Euros in equity investments in other companies at 30 June 2018 was down by 3 thousand as compared to 31 December 2017 due to repayment of the share in the purchasing consortium Gaer and breaks down as follows:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Interactive Thinking S.r.l. | 1,005 | 1,005 |
| Consortia and collective credit guarantee cooperatives | 1 | 4 |
| Quadrante S.r.l. in liquidation | - | - |
| Total equity investments in other companies | 1,006 | 1,009 |
Based on available information, management believed that as at 30 June 2018 there were no impairment indicators or objective evidence that the equity investments in other companies were impaired.
Quadrante S.r.l. in liquidation was entirely written down in previous years; it is not considered necessary to record the liabilities in the accounts because ePRICE has no legal obligations nor does it intend to provide support for this subsidiary.
Financial receivables of 634 thousand Euros refer to the disbursement of interest-free loans, repayable on request, to investee companies. Specifically, most of the change during the year relates to partial waiver of funding provided to Click&Quick Distribution S.r.l..
Other non-current assets totalled 50 thousand Euros (292 thousand Euros as at 31 December 2017), and mainly included security deposits for leases, utilities and purchasing consortia; this decrease is due to restitution of the deposit with the purchasing consortium Gaer, no longer used by the Group.
This item, which has remained unchanged since 31 December 2017, comes to 8,700 thousand Euros and incorporates the balance of prepaid taxes on tax losses which can be reported in future years and on the temporary differences between the value attributed to an asset or a liability in the financial statements and the tax value of the same asset or liability.
The deferred tax assets recorded were those deemed to be recoverable during the period of the 2018-2023 plan, the guidelines for which were approved by the Board of Directors on 8 March 2018.
The Group has additional fiscally relevant losses of approximately 54 million which may be carried forward to future years, against which no deferred tax assets have been allocated.
The breakdown of inventories is as follows:
| Inventories | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Goods inventories | 16,404 | 20,820 |
| Goods-recovery rights upon returns | 203 | 290 |
| Provision for obsolete inventory | (550) | (550) |
| Total Inventories | 16,057 | 20,560 |
Goods inventories comprise assets acquired for subsequent resale on the e-commerce platforms. The right to merchandise recovery due to returns was introduced by applying the principle under IFRS 15 and reflects the estimated value to be charged to the warehouse for expected returns, the value of which is recorded as a liability for returns; the comparative data was restated to highlight the estimate at 31 December 2017. The provision for obsolete inventory, unchanged as compared to the previous year, reflects the obsolescence risk for some slower moving goods.
Trade and other receivables totalled € 7,827 thousand, compared with € 8,908 thousand at the end of the previous year, as indicated below:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Trade receivables | 4,663 | 5,601 |
| Invoices to be issued | 3,935 | 4,079 |
| Provision for bad debts | (772) | (772) |
| Total Trade and other receivables | 7,827 | 8,908 |
Receivables are recognised net of the relative provision for bad debts. It should be noted that there are no receivables due in more than one year; the invoices yet to be issued include 2 million in receivables from SRP as a result of the earlytermination agreement for logistics activities carried out on behalf of Bnk4-Saldiprivati; this receivable was fully collected in July 2018.
Allocations to the provision for bad debts are made for specific credit positions that present specific risks in order to reflect their presumed realisable value. The change during the year is shown below:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Opening provision | 772 | 187 |
| Increases | 380 | 606 |
| Uses/Releases | (380) | (21) |
| Provision for bad debts | 772 | 772 |
Applying the new international accounting standard IFRS 9 did not bring about any significant changes to the estimated provision for bad debts.
The following table shows the clients' bill book before the provision for bad debts:
| Amounts (in € 000s) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| To become due | 6,858 | 7,371 |
| Due for <30 days | 57 | 1,045 |
| Due for 30-90 days | 93 | 382 |
| Due for 90-180 days | 806 | 242 |
| Due for >180 days | 784 | 640 |
| Total due | 1,740 | 2,309 |
| Total | 8,598 | 9,680 |
The breakdown of other current assets is as follows:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Tax credits | 4,364 | 5,945 |
| Deferred collection receivables | 1,423 | 2,877 |
| Other receivables | 2,594 | 4,260 |
| Advances to suppliers | 69 | 1 |
| Accruals and deferrals | 1,645 | 1,597 |
| Total other current assets | 10,095 | 14,680 |
Tax receivables are mainly made up of VAT receivables for 2,488 thousand Euros and tax credits for research & development coming to 1,430 thousand Euros.
Deferred collection receivables include the proceeds from sales made just before the end of the period and paid by credit card but not yet credited at the date of the financial statements since they were finalised soon after the end of the period, and the receivables from logistics operators from whom payment on delivery is requested. The decrease compared to the 31 December 2017 is primarily due to seasonal fluctuations and a lower percentage of payments on delivery.
The other receivables, which come to 2,594 thousand Euros, are down compared to 31 December 2017 because the credit amounting to 2,500 thousand Euros coming from a deposit paid by the SRP Group into an escrow account to secure payment of the retained amount no longer exists, now that the contractual value has been defined. Indeed, this deposit was returned and the debt with SRP was settled at the same time.
Prepayments and accrued income include, in particular, multi-year advertising prepayments of € 621 thousand.
There are no prepayments and accrued income extending for more than five years.
The breakdown of cash and cash equivalents is as follows:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Bank and postal accounts | 11,430 | 20,944 |
| Cash | 205 | 150 |
| Total cash and cash equivalents | 11,635 | 21,094 |
Cash and cash equivalents, denominated entirely in Euros, represents cash and cash equivalents at the reporting dates.
Cash and cash equivalents as at 30 June 2018 were free from any constraints or restrictions on use.
Shareholders' equity decreased during the period from Euro 63,384 thousand to Euro 57,678 thousand mainly due to the comprehensive income, negative for Euro 5,757 thousand. An increase of Euro 51 thousand was also seen in the stock option reserve against costs associated with the incentive plans for employees and directors.
The total number of treasury shares held by the company was 1,023,202, unchanged compared to 31 December 2017.
The extraordinary shareholders' meeting held on 22 December 2014 resolved, subject to the start of trading of the Company's shares on the MTA, on the adoption of a stock option plan for executive directors, contract workers and Group company employees (the "2015 Plan"). The 2015 Plan involves the allocation of up to 2,750,000 options, each of which entitles the holder to subscribe to one newly issued ordinary share. With regard to the 2015 Plan, on 14 May 2015 the Board of Directors of the Company approved the Plan Regulations for 2015 and assigned a maximum of 1,100,000 options conferring the right to subscribe to one newly issued ordinary share for the amount of €6. After verification of the objectives inferable from the approval of the consolidated financial statements as at 31 December 2015 and the sale of the Vertical
Content business, all first tranche options were unassigned or lapsed. On 15 October 2015, the Company's Board of Directors assigned another maximum 1,300,000 options to the Managing Director, conferring the right to subscribe to one newly issued ordinary share for the amount of €5.
The general shareholders' meeting of 14 April 2016 resolved to approve a stock option plan to award up to 1,700,000 warrants, each of which confers the right to subscribe to one newly issued ordinary share of ePRICE S.p.A., referred to as the '2016-2018 Stock Option Plan', and a Stock Grant Plan to award a maximum of 280,000 ordinary shares of ePRICE S.p.A., referred to as the '2016-2018 Stock Grant Plan'. On 9 May 2016, the Company's Board of Directors assigned 363,900 options as the first tranche of the 2016-2018 Stock Option Plan to certain senior managers with key responsibilities at the Company and the subsidiaries, setting the strike price at €3.68, and assigned 75,263 shares as the first tranche of the 2016-2018 Stock Grant Plan to certain employees of the Company and the subsidiaries.
On 31 December 2016, following the departure of a number of persons who were beneficiaries of awards of stock options and stock grants and in view of the results achieved by the Group, consideration was given to the award of 975,000 stock options under the 2015 Plan, 195,375 stock options under the 2016-2018 Stock Option Plan and 43,326 stock grants for the 2016-2018 Stock Grant Plan.
| 30 June 2018 | 20 June 2018 WAPY |
2017 | 2017 WAPY |
|
|---|---|---|---|---|
| Outstanding at 1st January | 1,144,875 | 4.67 | 1,170,375 | 4.57 |
| No. assigned | 0 | 0.00 | 0 | 0.00 |
| No. cancelled/not vested | 0 | 0.00 | 25,500 | 0.00 |
| No. exercised | 0 | 0.00 | 0 | 0.00 |
| No. lapsed | 0 | 0.00 | 0 | 0.00 |
| No. outstanding | 1,144,875 | 4.67 | 1,144,875 | 4.67 |
| No. exercisable | 1,031,059 | 4.80 | 543,559 | 5 |
The following table shows the number and weighted average prices for the year ('WAPY') of the options during the year:
The breakdown of non-current payables due to banks and other lenders as at 30 June 2018 is as follows:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Bank payables | - | 501 |
| Payables to other finance providers | 2 | 35 |
| Total non-current payables due to banks and other lenders | 2 | 536 |
The breakdown of current payables due to banks and other lenders as at 30 June 2018 is as follows:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Bank payables | 6,503 | 2,001 |
| Payables to other finance providers | 70 | 94 |
| Total current payables due to banks and other lenders | 6,573 | 2,095 |
In the course of 2018, the group obtained a loan of 5 million Euros to be repaid within 12 months; this loan is in addition to the mid-term loan of 4 million obtained in the course of 2017 and details are provided in the table below:
| (in thousands of Euros) | At 30 June 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Lending institution | Loan type | Interest rate | Amount disbursed |
Year taken out |
Year of expiry |
Accounting balance |
Within 1 year |
More From 1 to than 5 5 years years |
| UBI Banca Commercio e Industria |
Unsecured | 3-month Euribor + spread |
4,000 | 2017 | 2019 | 1,503 | 1,503 | - - |
During the year, the Group did not take out any loans in any currency other than Euros.
The breakdown of net financial debt as at 30 June 2017 is reported below, in accordance with the Consob Communication of 28 July 2006 and in compliance with the ESMA/2011/81 Recommendations:
| (thousands of Euros) | 30 June 2018 | 31 December 2017 |
|---|---|---|
| (A) Cash | (205) | (150) |
| (B) Other cash and cash equivalents | (11,430) | (20,944) |
| (C) Securities held for trading | - | - |
| (D) Liquidity (A)+(B)+(C) | (11,635) | (21,094) |
| (E) Current financial receivables | (1,423) | (2,877) |
| (F) Current financial payables | 5,000 | - |
| (G) Current portion of non-current debt | 1,503 | 2,001 |
| (H) Other current financial payables | 71 | 94 |
| (I) Current financial debt (F)+(G)+(H) | 6,574 | 2,095 |
| (J) Liquidity/Net current financial debt (D)+(E)+(I) | (6,484) | (21,876) |
| (K) Non-current bank payables | - | 501 |
| (L) Bonds issued | - | - |
| (M) Other non-current payables | 2 | 35 |
| (N) Non-current financial debt (K)+(L)+(M) | 2 | 536 |
| (O) (Liquidity)/Net Financial Debt (J)+(N) | (6,482) | (21,339) |
This item totals 2,048 thousand Euros (2,024 at 31 December 2017) and includes the recognition of severance pay related to employees of the Group companies, as provided for in Article 2120 of the Italian Civil Code, discounted according to the procedures governed by IAS 19.
The key assumptions used to determine the present value of employee benefits on retirement according to IAS 19 remain unchanged as compared to those used at 31 December 2017.
This item totalled 360 thousand Euros, which was unchanged since 31 December 2017, and included the allocation relating to contractual guarantee provisions for risks.
Trade payables stood at € 22,001 thousand (€ 37,737 thousand as at 31 December 2017) and are recorded at their nominal value. All payables mature within the next year, so there are no payables to be discounted. Trade payables include both payables due to suppliers of finished goods and raw materials and suppliers of services. All payables for significant amounts are denominated in Euros. The net reduction in trade payables was influenced by the seasonality that led to significant purchases in the final part of the year, partly settled in early 2018.
The following table provides a breakdown of trade payables by maturity:
| Amounts (in € 000s) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| To become due | 18,122 | 32,659 |
| Due for <30 days | 1,898 | 2,045 |
| Due for 30-90 days | 874 | 1,995 |
| Due for 90-180 days | 386 | 999 |
| Due for >180 days | 721 | 39 |
| Total due | 3,879 | 5,078 |
| Total trade payables and other payables | 22,001 | 37,737 |
The other non-current liabilities have a zero balance; at 31 December 2017 they totalled 78 thousand Euros and reflected the severance pay of directors no longer with the Group.
Other current liabilities amounted to € 2,589 thousand, broken down as follows:
| (in thousands of Euros) | At 30 June 2018 | At 31 December 2017 |
|---|---|---|
| Due to employees/directors | 870 | 940 |
| Due to social security bodies | 585 | 691 |
| Advances from customers | 216 | 522 |
| Tax payables | 224 | 395 |
| Accruals and deferrals | 11 | 459 |
| Other payables | 683 | 5,689 |
| Total other current liabilities | 2,589 | 8,696 |
Other payables to employees/directors include liabilities for pay, unused leave and the relative contributions.
Advances from customers related to the e-Commerce sales process.
Other payables, amounting to 683 thousand Euros, were down compared to 31 December 2017 because the amount of 5,000 thousand Euros owed to the SRP Group no longer exists after the contract value was determined for the price adjustment. This led to recognition of revenue from discontinued operations for 2.5 million Euros and an offsetting of the remaining 2.5 million owed against receivables for the same amount which included the sum deposited by SRP on the escrow account as a guarantee.
This item totals 224 thousand Euros (320 thousand at 31 December 2017) and reflects the estimated value of expected returns; comparative data has been restated to highlight the estimate at 31 December 2017.
The breakdown of revenue is as follows:
| (in thousands of Euros) | For the period ended 30 June | ||
|---|---|---|---|
| 2018 | 2017 | ||
| E-commerce revenues | 74,800 | 90,698 | |
| Other | 1,680 | 2,938 | |
| Revenues | 76,480 | 93,636 |
The "Other" mainly includes recharged logistics costs to BNK4 Saldiprivati S.r.l..
In terms of the breakdown of revenues by region, the revenues were generated in Italy.
Other income amounts to 3,336 thousand Euros (471 thousand Euros in the first six months of 2017) and mainly includes 2 million stemming from the early-termination agreement for logistics activities carried out on behalf of Bnk4-Saldiprivati and a contribution of 865 thousand Euros for research & development activities.
The breakdown of the item costs for raw materials and goods for resale is as follows:
| (in thousands of Euros) | For the period ended 30 June | |
|---|---|---|
| 2018 | 2017 | |
| Raw materials and goods for resale | (57,236) | (74,937) |
| Change in inventories | (4,504) | (2,106) |
| Total costs for raw materials and goods for resale | (61,740) | (77,043) |
The breakdown of costs for services is as follows:
| Costs for services | At 30 June 2018 | At 30 June 2017 |
|---|---|---|
| Sales and marketing costs | 5,163 | 5,284 |
| Transport and logistics | 7,469 | 9,088 |
| Consulting and contract workers | 505 | 571 |
| IT services and technical consulting | 1,037 | 979 |
| Rentals and leases | 1,544 | 1,285 |
| Deposit fees and bank expenses | 871 | 1,016 |
| Travel expenses | 71 | 111 |
| Utilities | 298 | 171 |
| Directors' remuneration | 325 | 792 |
| Other | 560 | 629 |
| Total Costs for services | 17,862 | 19,926 |
Costs for services totalled 17,862 thousand Euros compared with 19,926 thousand for the corresponding period of the previous year.
Sales and marketing costs include, in particular, customer acquisition costs and loyalty promotional activities.
Costs for rental and leases mainly relate to lease agreements for offices and warehouses.
Costs for transport and logistics relate to transport expenses incurred to send products to customers and costs incurred to transport products from suppliers to Group warehouses and from the latter to Pick&Pay collection points. Handling,
packaging and preparation costs are also included; the drop compared to the previous year is linked to the decrease in turnover.
The reduction in directors' remuneration primarily stems from the fact that the Chief Executive Officer left the Group. His executive powers have been delegated to the Chairman of the Board of Directors.
The breakdown of employee costs is as follows:
| At 30 June 2018 | At 30 June 2017 | |
|---|---|---|
| Salaries and Wages | 3,331 | 3,885 |
| Social Security Charges | 965 | 1,223 |
| Severance pay | 238 | 275 |
| Capitalised costs | (610) | (989) |
| Stock option | 51 | 273 |
| Employee costs | 3,975 | 4,666 |
Personnel expenses have gone down as compared to the corresponding period in the previous year and this is strictly related to the reduction of the workforce.
Personnel expenses are shown net of internal costs capitalised in fixed assets for development projects relating to the Group's businesses.
The following table shows the average and actual number of employees by category at 30 June 2018 and 31 December 2017:
| 30 June 2018 | 31 December 2017 | |||
|---|---|---|---|---|
| Average | Actual | Average | Actual | |
| Senior managers | 5 | 4 | 7 | 7 |
| Middle managers | 18 | 17 | 20 | 20 |
| Clerical workers | 129 | 122 | 145 | 141 |
| Manual workers | 2 | 2 | 2 | 2 |
| Total | 145 | 170 |
The breakdown of depreciation, amortisation and write-downs is as follows:
| Depreciation, amortisation and impairment | At 30 June 2018 | At 30 June 2017 |
|---|---|---|
| Amortisation of intangible assets | 3,082 | 2,421 |
| Amortisation of tangible assets | 827 | 472 |
| Write-down of Receivables and Fixed assets | 495 | 100 |
| Total amortisation and impairments | 4,404 | 2,993 |
Depreciation and amortisation for the period has risen by 47% as compared to the first six months of 2017 due to heavy investments made throughout 2017 and, especially, the implementation of the new corporate ERP system and the new logistics centre in Truccazzano; write-downs related to 380 thousand Euros in trade receivables and to 115 thousand Euros in tangible fixed assets previously used for services rendered to Saldiprivati.
Other costs stood at € 186 thousand (€ 192 thousand in the corresponding period in 2017) and consist mainly of indirect taxes, subscriptions, membership fees and losses incurred for various reasons.
Financial expenses, net of income, come to 10 thousand Euros (net income of 125 thousand Euros in the previous year when there was a higher percentage of financial discounts and the dividend of 31 thousand Euros from the associate company Installo S.r.l..)
This entry amounts to a net expense of 679 thousand Euros (expense of 412 thousand at 30 June 2017) and includes the Group share of profit generated during the year by the associated companies.
The balance of current taxes is nil. At 30 June 2018, the Group has not set aside further deferred tax assets because it deems that the amount already recorded in the financial statements reflects the tax benefit that can be recovered during the 2018-2023 plan period.
Net profit/(loss) from discontinued operations refers to the earnout share already accrued after certain contractually-planned conditions were satisfied from the sale of the Vertical Content division to the Mondadori Group for an amount of 785 thousand Euros and for 2,500 thousand Euros and the definition of the carve-out amount for the sale of Bnk4 Saldiprivati, which was initially dependent on a series of objectives being achieved up to a maximum amount of 5 million. Furthermore, the amount had already been paid upon closing, so there was no impact on the net financial position at 30 June 2018. The additional amount of 2.5 million was paid onto an escrow account by SRP Group, recorded amongst the other receivables,
to ensure definition of the definitive price, with a counterentry amongst the other payables. It was therefore returned once the agreement was reached in the half year.
Basic earnings per share is calculated by dividing the profit (loss) for the year attributable to ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share are calculated by dividing the profit (loss) attributable to ordinary shareholders of the parent company by the weighted average number of ordinary shares outstanding during the period, in addition to potential shares that would be generated by the exercise of stock options existing at the reporting date and in the money..
Earnings per share and the share information used to calculate basic and diluted earnings per share are provided below:
| In thousands of Euro | At 30 June 2018 |
At 30 June 2017 |
|---|---|---|
| Profit/(Loss) attributable to the parent company's ordinary shareholders (In Thousands of Euro) |
(5,775) | (10,318) |
| Average number of shares outstanding | 40,291,648 | 40,301,382 |
| Dilution effect | - | 2,832,875 |
| Average number of outstanding shares for the purposes of calculating diluted earnings | 40,291,648 | 43,134,257 |
| Earnings per Share (Euros) | -0.14 | -0.26 |
| Diluted earnings per share (Euros) | -0.14 | -0.24 |
The weighted average number of treasury shares used for basic earnings per share takes into account the weighted average effect of changes due to transactions on treasury shares that took place during the year.
Because they are out of the money, the dilutive effect of stock options outstanding has not been taken into account.
The Group's activity consists of only the e-Commerce operating segment.
The following table shows details of related-party transactions:
| In thousands of Euro | at 30 June 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Trade receivables |
Investments in associates |
Non-current financial assets |
Liquid assets |
Trade payables |
Costs for services |
Revenues | ||
| Banca Profilo S.p.A. | - | - | - | 421 | - | - | - | |
| Il Post S.r.l. | - | 71 | 35 | - | - | - | - | |
| Ecommerce Outsourcing S.r.l. |
36 | 265 | - | - | - | - | 246 |
| Installo S.r.l. | 2 | 331 | 176 | - | 1034 | 2,572 | 11 |
|---|---|---|---|---|---|---|---|
| Termostore S.r.l. | 891 | 782 | - | - | - | - | 153 |
| Click Quick Distribution S.r.l. |
351 | 1192 | 423 | - | 252 | 241 | 89 |
| Apprice Sagl | - | - | - | - | 16 | 97 | - |
| Total | 1,280 | 2,641 | 634 | 421 | 1,302 | 2,910 | 499 |
| Total Balance sheet item | 7,827 | 2,641 | 1,640 | 11,635 | 22,001 | 17,862 | 76,480 |
| Weight % | 16.35% | 100% | 38.66% | 3.62% | 5.92% | 16.29% | 0.65% |
Banca Profilo is a related party of ePRICE since Sator Fund controls Banca Profilo indirectly, and holds an indirect equity investment in the share capital of the company, over which it exercises significant influence. In addition, Banca Profilo is a related party of Arepo BZ S.à r.l., a company indirectly controlled by Sator Fund, through which Sator Fund holds the abovementioned stake in the Issuer. The other companies are related parties because there is a shareholding relationship connecting them with ePRICE Group companies.
The following is a breakdown of the transactions with related parties as at 31 December 2017 as regards asset items and at 30 June 2017 as regards costs and revenues:
| Trade receivables |
Investments | Non-current financial assets |
Liquid assets | Trade Payables |
|
|---|---|---|---|---|---|
| Banca Profilo S.p.A. | - | - | - | 422 | - |
| Il Post S.r.l. | - | 38 | 35 | - | - |
| Ecommerce Outsourcing S.r.l. |
39 | 205 | - | - | |
| Installo S.r.l. | 66 | 368 | 176 | - | 1,296 |
| Termostore S.r.l. | 809 | 853 | - | - | |
| Click & Quick | 341 | 502 | 1,150 | - | 451 |
| Apprice | - | 312 | - | - | 22 |
| Total | 1,255 | 2,278 | 1,361 | 422 | 1,769 |
| Total Balance sheet item |
8,908 | 2,278 | 2,370 | 21,094 | 37,737 |
| Weight % | 14.09% | 100.00% | 57.43% | 2.00% | 4.69% |
| In thousands of Euro | at 30 June 2017* | |
|---|---|---|
| Costs for services | Revenues | |
| Ecommerce Outsourcing S.r.l. | - | 867 |
| Installo S.r.l. | 2,259 | 12 |
| Termostore S.r.l. | - | 330 |
| Click Quick Distribution S.r.l. | 2,488 | 922 |
| Total | 4,747 | 2,131 |
| Total Balance sheet item | 19,926 | 93,636 |
| Weight % | 2.4% | 2.3% |
* restated to reflect the effects of the first implementation of IFRS 15
There were no commitments or guarantees given by Group companies in favour of third parties other than those issued as part of the sale of the Vertical Content and BKN4 Saldiprivati.
For the Vertical Content sale, ePRICE also issued to the purchaser the usual statements and guarantees applicable to sales transactions: specifically, for tax and labour law guarantees, the maximum charge back amount is equals to the total value of the transaction. The best estimate of the risks of enforcement of these guarantees is reflected in the provision for risks and charges provided in this annual report.
For the sale of BNK4 Saldiprivati, the ePRICE Group has also made to the purchaser the representations and warranties which are usual in a sale. The maximum amount which can be repaid in the first 24 months from signature of the contract of sale is €3.5 million, which thereafter becomes €3 million.
The Group's objective is to maximise the return on net invested capital while retaining its ability to operate over time, and guaranteeing adequate shareholder returns and benefits for other stakeholders, with a sustainable financial structure.
To achieve these objectives, as well as generating cash flows and solid results, the Group may take measures concerning the dividend policy and the capital configuration.
The Group is primarily exposed to financial risks linked to the ability of its customers to meet their obligations to the Group (credit risk), obtaining financial resources on the market (liquidity risk), and interest rate and exchange rate fluctuations (market risk).
Financial risk management is an integral part of Group business management and is carried out centrally based on guidelines developed by the Finance Department as part of the more general risk management strategies defined by the Board of Directors.
Liquidity risk refers to the failure to obtain the financial resources needed for the business to function and for the development of operations.
The two main factors that impact the Group's liquidity are the resources generated or absorbed by operations and investment activities, and the contractual maturity of debt or financial investments and market conditions.
Credit risk is exposure to potential losses arising from default by trade counter-parties on their obligations.
The Group closely monitors its credit exposure using an internal reporting system. Since receipts for sales are generally obtained in advance, credit risk is marginal with respect to the overall size of the business.
With regard to financial assets and liabilities, the Group is primarily exposed to market risk linked to fluctuations in interest rates on floating-rate loans and cash investments, which may affect the cost of borrowing and the return on investments.
As regards currency risk, the Group operates primarily in the euro area.
The carrying amount and fair value of financial instruments for the year ended 30 June 2018 are shown below:
| (in thousands of Euros) | Financial instruments at fair value held for trading |
Held-to maturity assets |
Receivables and loans |
AFS financial instruments |
Fair value |
Fair value hierarchy |
|---|---|---|---|---|---|---|
| Other financial assets | ||||||
| Investments | - | - | - | 1,006 | 1,006 | Level 3 |
| Other financial assets | - | - | 634 | - | 634 | Level 3 |
| Other assets | 50 | 50 | Level 3 | |||
| Trade receivables | ||||||
| Trade receivables | - | - | 7,827 | - | 7,827 | Level 3 |
| Cash and cash equivalents | ||||||
| Bank and postal accounts | - | - | 11,635 | - 11,635 | Level 1 | |
| At 30 June 2018 | |||||
|---|---|---|---|---|---|
| (in thousands of Euros) | Financial instruments at fair value held for trading |
Liabilities at amortised cost |
Fair value | Fair value hierarchy |
|
| Non-current financial payables and liabilities |
|||||
| Payables to banks and other lenders | - | 2 | 2 | Level 3 | |
| Current liabilities | |||||
| Payables to banks and other lenders | - | 6,573 | 6,573 | Level 3 | |
| Due to suppliers | - | 22,001 | 22,001 | Level 3 |
The carrying amount of financial instruments in the financial year ended 31 December 2017 is shown below:
| (in thousands of Euros) | Financial instruments at fair value held for trading |
Held-to maturity assets |
Receivables and loans |
AFS financial instruments |
Fair value |
Fair value hierarchy |
|---|---|---|---|---|---|---|
| Other financial assets | ||||||
| Investments | - | - | - | 1,009 | 1,009 | Level 3 |
| Other financial assets | - | - | 1,361 | - | 1,361 | Level 3 |
| Other assets | 292 | 292 | Level 3 | |||
| Trade receivables | ||||||
| Trade receivables | - | - | 8,908 | - | 8,908 | Level 3 |
| Cash and cash equivalents | ||||||
| Bank and postal accounts | - | - | 21,094 | - 21,094 | Level 1 |
At 31 December 2017
| At 31 December 2017 | ||||||
|---|---|---|---|---|---|---|
| (in thousands of Euros) | Financial instruments at fair Liabilities at value held for trading amortised cost |
Fair value | Fair value hierarchy |
|||
| Non-current financial payables and liabilities |
||||||
| Payables to banks and other lenders | - | 536 | 536 | Level 3 | ||
| Current liabilities | ||||||
| Payables to banks and other lenders | - | 2,095 | 2,095 | Level 3 | ||
| Due to suppliers | - | 37,734 | 37,734 | Level 3 |
No other contingent liabilities were identified except for those mentioned in these explanatory notes.
In compliance with the provisions of the Consob Communication of 28 July 2006, there were no atypical and/or unusual transactions in the half year, as defined in said Communication.
The table below, prepared in accordance with Art. 149-duodecies of the Consob Issuer Regulations, shows the fees for auditing and other non-auditing services provided by the independent auditors or by companies belonging to the Ernst & Young network.
| Service | Entity providing the service | Beneficiary | Amount |
|---|---|---|---|
| Limited audit of the half-year report | EY S.p.A. | ePRICE S.p.A. | 42 |
| Total ePRICE S.p.A. | 42 | ||
| Total ePRICE Group | 42 |
The Chairman Paolo Ainio
Milan, 02 August 2018
Chairman The Manager Responsible for Preparing the Financial Reports
Paolo Ainio Emanuele Romussi
Review report on the Condensed Consolidated Half-year Financial Statements as of June 30, 2018
EY S.p.A. Via Meravigli, 12 20123 Milano
Tel: +39 02 722121 Fax: +39 02 722122037 ey.com
To the Shareholders of ePRICE S.p.A.
We have reviewed the condensed consolidated half-year financial statements, comprising the consolidated statement of financial position for the half year at June 30, 2018, the consolidated statement of profit/(loss) and other comprehensive income for the half year, the consolidated statement of cash flow for the half year, the consolidated statement of changes in shareholders' equity for the half year and the related explanatory notes of ePRICE S.p.A. and its subsidiaries (the "ePRICE Group") as of 30 June, 2018. The Directors of ePRICE S.p.A. are responsible for the preparation of the condensed consolidated half-year 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 condensed consolidated half-year 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 condensed consolidated half-year 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 condensed consolidated half-year financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated half-year financial statements of ePRICE Group as of June 30, 2018 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.
EY S.p.A. Sede Legale: Via Po, 32 - 00198 Roma Capitale Sociale Euro 2.525.000,00 i.v. Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma Codice fiscale e numero di iscrizione 00434000584 - numero R.E.A. 250904 P.IVA 00891231003 Iscritta al Registro Revisori Legali al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998 Iscritta all'Albo Speciale delle società di revisione Consob al progressivo n. 2 delibera n.10831 del 16/7/1997
We draw attention to the paragraph "Business outlook" of the Directors' Report with reference to the assessments made by Directors on the forecasts already contained in the Group's Strategic Plan for the period 2018-2023, taking into account the results achieved in the period. In particular, it should be noted that the aforementioned Plan includes actions aimed at recovering efficiency and consolidating current market positions, in addition to the possible disposal of non-core assets, in order to seek a recovery in profitability and cash flows over the plan timeframe. Our opinion is not qualified in respect of this matter.
Milan, August 3, 2018
EY S.p.A. Signed by: Paolo Zocchi, Partner
This report has been translated into the English language solely for the convenience of international readers
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