Quarterly Report • Aug 2, 2019
Quarterly Report
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2019 HALF-YEAR FINANCIAL REPORT
Geox S.p.A. Registered Offices in Italy - Via Feltrina Centro 16, Biadene di Montebelluna (Treviso) Share Capital - Euro 25,920,733.1 fully paid Tax Code and Treviso Companies Register No. 03348440268
| DIRECTORS' REPORT 5 | |
|---|---|
| Profile 6 | |
| The distribution system 7 | |
| The production system 8 | |
| Human resources 9 | |
| Shareholders 10 Financial communication 10 Control of the Company 10 |
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| Shares held by directors and statutory auditors 10 Company Officers 11 |
|
| Group Structure 12 | |
| The Group's economic performance 13 Economic result summary 13 Sales 14 Cost of sales and gross profit 17 Operating expenses and EBIT 17 EBITDA 17 Taxes and tax rate 17 |
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| The Group's financial performance 18 | |
| Treasury shares and equity interests in parent companies 21 | |
| Stock Plan 21 | |
| Transactions between Related Parties 21 | |
| Outlook for operation and significant subsequent events 22 | |
| CONSOLIDATED FINANCIAL STATEMENTS AND EXPLANATORY NOTES 23 |
The Geox Group creates, produces, promotes and distributes Geox-brand footwear and apparel, the main feature of which is the use of innovative and technological solutions that can guarantee the ability to breathe and remain waterproof at the same time.
The extraordinary success that Geox has achieved is due to the technological characteristics of its shoes and apparel. Thanks to a technology that has been protected by 38 different patents and by 24 more recent patent applications, "Geox" products ensure technical characteristics that improve foot and body comfort in a way that consumers are able to appreciate immediately.
Geox's innovation stems essentially from the creation and development of special outsoles: thanks to a special membrane that is permeable to vapour but impermeable to water, rubber outsoles are able to breathe and leather outsoles remain waterproof. In the apparel sector the innovation increases the expulsion of body's internal humidity thanks to hollow spaces and aerators.
Geox is market leader in Italy in its own segment and is one of the leading brands world-wide in the "International Fashion-Lifestyle Casual Footwear Market" (source: Shoe Intelligence, 2018).
Geox distributes its products through over 10,000 multi-brand selling points and also through a Geox shops network (Franchising and DOS – directly operated stores).
As of June 30, 2019, the overall number of "Geox Shops" came to 987, of which 539 franchising and 448 operated directly.
(*) Europe includes: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland.
Geox's production system is organized so as to ensure the attainment of three strategic objectives:
Production is completed by selected partners mainly in the Far East and at the group's production plant in Vranje, Serbia, in an area where there is a high level of shoe manufacturing expertise.
This production plant currently covers approximately 8% of the Group's requirements.
All stages of the production process are under the strict control and coordination of the Geox organisation.
Great care is taken by the Group in selecting third-party producers, taking into account their technical skills, quality standards and ability to handle the production volumes which are assigned by the agreed deadlines.
All of the output from these manufacturing locations is consolidated at the Group's distribution centers in Italy for Europe, Moscow for Russia, New Jersey for the North America, Tokyo for Japan, Shanghai for China and Hong Kong for the rest of Asia.
At June 30, 2019 the Group had 5,188 employees, showing a decrease of 58 employees compared with 5,246 employees at 31 December 2018.
As of June 30, 2019 the employees were splitted as follows:
| Level | June 2019 | Dec. 2018 |
|---|---|---|
| Managers | 43 | 42 |
| Middle Managers and Office Staff | 1,031 | 1,043 |
| Shop Employees | 2,706 | 2,780 |
| Factory Workers | 1,408 | 1,381 |
| Total | 5,188 | 5,246 |
The graph shows the employees of the Group, broken down by geographic area:
Geox maintains a constant dialogue with individual shareholders, institutional investors and financial analysts through its Investor Relations function, which actively provides information to the market to consolidate and enhance confidence and level of understanding of the Group and its businesses.
The Investor Relations section, at www.geox.biz, provides historical financial data and highlights, investor presentations, quarterly publications, official communications and real time trading information on Geox shares.
LIR S.r.l. holds a controlling interest in the share capital of Geox S.p.A. with a shareholding of 71.10%. LIR S.r.l., is an investment holding company that belongs entirely to Mario Moretti Polegato and Enrico Moretti Polegato (who respectively own 85% and 15% of the share capital).
The shareholder structure of Geox S.p.A. based on the number of shares held is as follows:
| Shareholder structure (*) | Number of shareholders |
Number of shares |
|---|---|---|
| from 1 to 5.000 shares | 10,846 | 14,300,050 |
| from 5.001 to 10.000 shares | 883 | 6,777,120 |
| 10.001 shares and over | 746 | 236,122,426 |
| Lack of information on disposal of individual positions previously reported | 2,007,735 | |
| Total | 12,475 | 259,207,331 |
(*) As reported by Computershare S.p.A. on June, 29 2019.
As mentioned previously, the directors Mr. Mario Moretti Polegato and Mr. Enrico Moretti Polegato directly hold the entire share capital of LIR S.r.l., the Parent Company of Geox S.p.A..
Directors, statutory auditors and executives with strategic responsibilities have submitted declarations that they hold no shares of the Company as of June 30, 2019.
Mario Moretti Polegato (1) Chairman and Executive Director Matteo Carlo Maria Mascazzini (1) Claudia Baggio Lara Livolsi (3) Alessandro Antonio Giusti (2) (3) Francesca Meneghel (2) (4) Independent Director Ernesto Albanese (2) Independent Director Livio Libralesso Director Alessandra Pavolini (3) Independent Director
Enrico Moretti Polegato (1) Vice Chairman and Executive Director CEO and Executive Director (*) Director Independent Director Director
(1) Member of the Executives Committee (2) Member of the Audit, Risk and Sustainability Committee (3) Member of the Nomination and Compensation Committee (4) Lead Independent Director
(*) Powers and responsibilities for ordinary and extraordinary administration, within the limits indicated by law and the Articles of Association, in compliance with the powers of the Shareholders' Meeting, the Board of Directors and the Executive Committee, in accordance with the Board of Directors' resolution of April 16, 2019.
Sonia Ferrero Chairman Francesco Gianni Statutory Auditor Fabrizio Colombo Statutory Auditor Filippo Antonio Vittore Caravati Alternate Auditor Giulia Massari Alternate Auditor
Deloitte & Touche S.p.A.
The structure of the Group controlled by Geox S.p.A., which acts as an operating holding company, is split into 3 macro-groups:
The IFRS 16 reporting standard came into force on January 1, 2019. The new standard provides a new definition of a lease and introduces criteria based on the control (right of use) of an asset in order to distinguish between lease contracts and service provision contracts, identifying the following determining factors: identification of the asset, the right to replace the asset, the right to obtain substantially all economic benefits from using the asset and, lastly, the right to direct the use of the asset underlying the contract. The standard establishes a single model for the recognition and measurement of lease contracts for the lessee, which states that leased assets, including those under operating leases, must be recognised under assets with a corresponding entry under financial payables. The figures in this report and the relative comments exclude the effects of applying this standard in order to allow for a correct comparison with the previous year.
The main results are outlined below:
In the following table a comparison is made between the consolidated income statement for 1H19 and 1H18:
| (Thousands of Euro) | I Half 2019 | IFRS 16 impact |
I Half 2019 excluding IFRS 16 |
% | I Half 2018 | % |
|---|---|---|---|---|---|---|
| 399,442 | - | 399,442 | 100.0% | 414,081 | 100.0% | |
| Net sales | (196,114) | - | (196,114) | (49.1%) | (205,226) | (49.6%) |
| Cost of sales Gross profit |
203,328 | - | 203,328 | 50.9% | 208,855 | 50.4% |
| Selling and distribution costs | (22,428) | (30) | (22,458) | (5.6%) | (23,570) | (5.7%) |
| General and administrative expenses | (165,137) | (1,158) | (166,295) | (41.6%) | (161,589) | (39.0%) |
| Advertising and promotion | (12,987) | - | (12,987) | (3.3%) | (12,786) | (3.1%) |
| Operating result | 2,776 | (1,188) | 1,588 | 0.4% | 10,910 | 2.6% |
| Restructuring charges | - | - | - | 0.0% | (2,098) | (0.5%) |
| EBIT | 2,776 | (1,188) | 1,588 | 0.4% | 8,812 | 2.1% |
| Net interest | (4,901) | 2,575 | (2,326) | (0.6%) | (2,445) | (0.6%) |
| PBT | (2,125) | 1,387 | (738) | (0.2%) | 6,367 | 1.5% |
| Income tax | (2,858) | (333) | (3,191) | (0.8%) | (4,848) | (1.2%) |
| Net result | (4,983) | 1,054 | (3,929) | 1,519 | 0.4% | |
| EBITDA | 54,031 | (35,362) | 18,669 | 4.7% | 25,240 | 6.1% |
EBITDA: is the EBIT plus depreciation, amortization and can be directly calculated from the financial statements as integrated by the notes.
Consolidated sales in the first half of 2019 amounted to Euro 399.4 million, down 3.5% compared with the previous year (-3.6% at constant forex). Results for the first half of the year were mainly affected by performance in the second quarter (characterized by unusual weather conditions in April and May) and by the lower number of franchised stores, which reduced by approximately 10% over the last year.
| (Thousands of Euro) | I half 2019 | % | I half 2018 | % | Var. % |
|---|---|---|---|---|---|
| Wholesale | 185,765 | 46.5% | 191,166 | 46.2% | (2.8%) |
| Franchising | 37,898 | 9.5% | 48,549 | 11.7% | (21.9%) |
| DOS* | 175,779 | 44.0% | 174,366 | 42.1% | 0.8% |
| Geox Shops | 213,677 | 53.5% | 222,915 | 53.8% | (4.1%) |
| Net Sales | 399,442 | 100.0% | 414,081 | 100.0% | (3.5%) |
(*) Directly Operated Store.
Sales generated by wholesale stores, representing 46.5% of Group revenues (46.2% in the first half of 2018), amounted to Euro 185.8 million (-2.8% at current forex, -2.7% at constant forex). Performance was mainly affected by the rationalization over the last quarters, aimed at supporting the Group's margin performance and image, in line with the Strategic Business Plan. The positive performance of stock replenishment during the season and higher sales of goods from previous seasons (linked to the increase in inventories at the end of 2018), nonetheless allowed for improved performance compared with the indications given by initial order collection for the SS19 season (-9.1%).
Sales generated by directly operated stores (DOS), representing 44.0% of Group sales, increased slightly to Euro 175.8 million (+0.8% at current forex, +0.5% at constant forex), due to slightly negative like-for-like sales performance (-2.2%) being more than compensated for by a positive network effect. The like-for-like sales trend was strongly affected by performance in April and May, characterized by highly unusual weather conditions in the Group's main markets, which offset the positive performance recorded in the first quarter (+3.4%). Despite a positive trend returning in June, this was not enough to make up for the negative performance of the previous two months. The direct e-commerce channel, on the other hand, continued to grow (+26% compared with the first half of 2018).
Sales in the franchising channel, which account for 9.5% of Group revenues, amounted to Euro 37.9 million, reporting a decline of 21.9% (-21.8% at constant forex). Performance in the franchising channel was mainly affected by three factors: the reduction in the number of stores (48 closures and conversions over the last 12 months, equal to approximately 10% of the network at June 2018), like-for-like sales performance that was weaker than the performance reported by directly-operated stores, and a different timing in deliveries, which will be partially recovered in the second half of the year.
| (Thousands of Euro) | I half 2019 | % | I half 2018 % |
Var. % | ||
|---|---|---|---|---|---|---|
| Italy | 116,221 | 29.1% | 124,331 | 30.0% | (6.5%) | |
| Europe (*) | 174,846 | 43.8% | 179,907 | 43.4% | (2.8%) | |
| North America | 22,053 | 5.5% | 24,132 | 5.8% | (8.6%) | |
| Other Countries | 86,322 | 21.6% | 85,711 | 20.7% | 0.7% | |
| Net Sales | 399,442 | 100.0% | 414,081 | 100.0% | (3.5%) |
(*) Europe includes: Austria, Benelux, France, Germany, Great Britain, Iberian Peninsula, Scandinavia, Switzerland.
Sales generated in Italy, representing 29.1% of Group revenues (30.0% in the first half of 2018), amounted to Euro 116.2 million, compared with Euro 124.3 million in the first half of 2018 (-6.5%). This trend is mainly due to the performance in the wholesale and franchising channels, which were affected by the rationalisation and distribution optimisation process, as described previously. Like-for-like sales generated by directly operated stores were down slightly, in line with the overall Group figure. With regard to the network, there were seven net closures during the first half of the year.
Sales generated in Europe, representing 43.8% of Group revenues (43.4% in the first half of 2018), amounted to Euro 174.8 million, compared to Euro 179.9 million in the first half of 2018, recording a decline of 2.8%, mainly due to the effects of the rationalisation of the wholesale and franchising channel, as was the case in Italy. The like-for-like sales trend for directly operated stores remained substantially stable. During the first six months of the year, the total distribution network was reduced by 11 stores.
North America recorded a turnover equal to Euro 22.1 million, reporting a decline of 8.6% (-10.0% at constant forex), mainly due to the negative performance of the wholesale channel, which has been subject of a careful review and selection process for partners, with a focus on players more in line with the Group's planned strategy to improve brand perception. Like-for-like sales performance for directly operated stores was negative and slightly below the Group's overall performance. The network was reduced by one store compared with the end of last year.
In June 2019, the direct e-commerce channel was successfully insourced. The e-commerce channel is also showing strong growth in North America (+36% compared with the end of the first half of 2018).
A 0.7% increase in sales was recorded in the Rest of the World compared with the first half of 2018 (+1.0% at constant forex), with double-digit growth in sales for directly operated stores and the wholesale channel in Eastern Europe. The Asia Pacific area reported a slight increase in sales in the wholesale channel, with a mid-single digit decline in sales being recorded by directly operated stores, also due to the protests in Hong Kong and the reorganisation of the direct e-commerce channel in China.
| (Thousands of Euro) | I half 2019 | % | I half 2018 | % | Var. % |
|---|---|---|---|---|---|
| Footwear | 364,251 | 91.2% | 376,723 | 91.0% | (3.3%) |
| Apparel | 35,191 | 8.8% | 37,358 | 9.0% | (5.8%) |
| Net Sales | 399,442 | 100.0% | 414,081 | 100.0% | (3.5%) |
Footwear sales represented 91.2% of consolidated sales, amounting to Euro 364.3 million, down 3.3% (- 3.4% at constant forex) compared with the first half of 2018. Apparel sales represented 8.8% of consolidated sales, amounting to Euro 35.2 million, compared with Euro 37.4 million in the first half of 2018 (-5.8% at current forex, -5.6% at constant forex). The performance of apparel in directly operated stores was particularly positive (+18% in the first half of the year).
As of June 30, 2019, there was a total of 987 "Geox Shops", of which 448 DOS. During the first half of 2019, 28 new Geox Shops were opened and 56 were closed, in line with the store network optimization planned in more mature markets and the expansion in countries where the Group's presence is still limited but developing well.
| 06-30-2019 | 12-31-2018 | I half 2019 | |||||
|---|---|---|---|---|---|---|---|
| Geox Shops |
of which DOS |
Geox Shops |
of which DOS |
Net Openings |
Openings | Closings | |
| Italy | 279 | 149 | 286 | 143 | (7) | 1 | (8) |
| Europe (*) | 274 | 156 | 285 | 154 | (11) | 4 | (15) |
| North America | 36 | 36 | 37 | 37 | (1) | - | (1) |
| Other Countries (**) | 398 | 107 | 407 | 110 | (9) | 23 | (32) |
| Totale | 987 | 448 | 1,015 | 444 | (28) | 28 | (56) |
(*) Europe include: Austria, Benelux, France, Germany, UK, Iberia, Scandinavia, Switzerland.
(**) Includes Under Licence Agreements (133 as of June 30 2019 and 138 as of December 31). Sales from these shops are not included in the franchising channel.
The cost of sales was equal to 49.1% of sales, compared with the 49.6% recorded in the first half of 2018, producing a gross margin of 50.9% (50.4% in the first half of 2018).
The improvement in gross margin is mainly due to the specific actions taken to improve supply chain efficiency and the greater weighting of sales generated by DOS, which are characterised by a higher gross margin, the positive effects of which were partially offset by the increase in promotional sales during the first six months of the year.
Sales and distribution expenses were equal to 5.6% of sales, recording a decrease in both percentage and absolute value terms compared with the same period in the previous year (5.7% in the first half of 2018).
General and administrative costs amounted to Euro 166.3 million, compared with Euro 161.6 million in the first half of 2018, equal to 41.6% of sales (39.0% in the first half of 2018). This increase is mainly due to higher logistics costs and the higher number of DOS compared with the same period of the previous year. Including the effects of the IFRS 16 reporting standard, general and administrative costs amounted to Euro 165.1 million in the first half of 2019.
Advertising and promotion expenses amounted to Euro 13.0 million, up slightly compared to the Euro 12.8 million recorded in the same period of the previous year. This increase is linked to the fact that more marketing initiatives were implemented to support sales and the brand's image.
EBIT amounted to Euro 1.6 million compared with Euro 8.8 million in the first half of 2018, mainly due to the effects of the reduction in sales.
Including the effects of the IFRS 16 reporting standard, EBIT amounted to Euro 2.8 million in the first half of 2019.
EBITDA, excluding the effects of the IFRS 16, amounted to Euro 18.7 million (4.7% of sales), compared with Euro 25.2 million in the first half of 2018 (equal to 6.1% of sales).
Including the effects of the IFRS 16 reporting standard, EBITDA amounted to Euro 54.0 million in the first half of 2019.
Income taxes for the first half of 2019 are equal to Euro 3.2 million, compared with Euro 4.8 million in the same period of the previous year. It should be noted that the tax amount has been penalised by approximately Euro 2.5 million for the non-recognition of deferred tax assets relating to certain foreign subsidiaries.
The following table summarizes the reclassified consolidated balance sheet:
| (Thousands of Euro) | June 30, 2019 |
IFRS 16 impact |
June 30, 2019 excluding IFRS 16 |
December 31, 2018 |
June 30, 2018 |
|---|---|---|---|---|---|
| Intangible assets | 47,156 | - | 47,156 | 50,161 | 47,941 |
| Property, plant and equipment | 377,203 | (312,976) | 64,227 | 65,826 | 60,014 |
| Other non-current assets - net | 36,410 | 1,521 | 37,931 | 39,085 | 36,963 |
| Total non-current assets | 460,769 | (311,455) | 149,314 | 155,072 | 144,918 |
| Net operating working capital | 235,450 | - | 235,450 | 209,115 | 252,623 |
| Other current assets (liabilities), net | (16,753) | (1,149) | (17,902) | (17,665) | (22,822) |
| Net invested capital | 679,466 | (312,604) | 366,862 | 346,522 | 374,719 |
| Equity | 326,596 | 1,054 | 327,650 | 340,760 | 347,604 |
| Provisions for severance indemnities, liabilities and charges | 8,429 | - | 8,429 | 8,054 | 7,438 |
| Net financial position | 344,441 | (313,658) | 30,783 | (2,292) | 19,677 |
| Net invested capital | 679,466 | (312,604) | 366,862 | 346,522 | 374,719 |
The following table shows the mix and changes in net operating working capital and other current assets (liabilities):
| (Thousands of Euro) | June 30, 2019 | Dec. 31, 2018 | June 30, 2018 (*) |
|---|---|---|---|
| Inventories | 292,408 | 312,052 | 303,972 |
| Accounts receivable | 148,582 | 133,090 | 182,290 |
| Accounts payable | (205,540) | (236,027) | (233,639) |
| Net operating working capital | 235,450 | 209,115 | 252,623 |
| % of sales for the last 12 months | 29.0% | 25.3% | 29.8% |
| Taxes payable | (9,538) | (8,723) | (10,069) |
| Other non-financial current assets | 28,468 | 30,637 | 26,240 |
| Other non-financial current liabilities | (35,683) | (39,579) | (38,993) |
| Other current assets (liabilities), net | (16,753) | (17,665) | (22,822) |
(*) Breakdown of Net Working Capital was reclassified in order to include the impacts of the new accounting principle IFRS 15 and maintain the comparability with 2018 figures.
Net operating working capital as a percentage of revenues was equal to 29%, compared to 29.8% in the same period of the previous year. This change is mainly due to the reduction in trade receivables, linked to turnover performance.
The following table gives a reclassified consolidated cash flow statement:
| (Thousands of Euro) | I half 2019 |
IFRS 16 impact |
I half 2019 excluding IFRS 16 |
I half 2018 |
2018 |
|---|---|---|---|---|---|
| Net result | (4,983) | 1,054 | (3,929) | 1,519 | (5,291) |
| Depreciation, amortization and impairment | 51,255 | (34,174) | 17,081 | 16,428 | 32,984 |
| Other non-cash items | 3,980 | 333 | 4,313 | 1,742 | 1,449 |
| 50,252 | (32,788) | 17,464 | 19,689 | 29,142 | |
| Change in net working capital | (22,149) | - | (22,149) | (31,274) | 7,061 |
| Change in other current assets/liabilities | (1,213) | 420 | (793) | 3,820 | (5,018) |
| Cash flow from operations | 26,890 | (32,368) | (5,478) | (7,765) | 31,185 |
| Capital expenditure | (12,517) | - | (12,517) | (12,213) | (37,358) |
| Disposals | 311 | - | 311 | 350 | 458 |
| Net capital expenditure | (12,206) | - | (12,206) | (11,863) | (36,900) |
| Free cash flow | 14,684 | (32,368) | (17,684) | (19,628) | (5,715) |
| Treasury shares | (685) | - | (685) | - | - |
| Dividends | (6,480) | - | (6,480) | (15,552) | (15,552) |
| Change in net financial position | 7,519 | (32,368) | (24,849) | (35,180) | (21,267) |
| Initial net financial position - prior to fair value adjustment of derivatives | (6,810) | - | (6,810) | 15,148 | 15,148 |
| IFRS 16 First time adoption - effect on financial debt (1/1/19) | (325,932) | 325,932 | - | - | - |
| Initial net financial position - prior to fair value adjustment of derivatives | (332,742) | 325,932 | (6,810) | 15,148 | 15,148 |
| Change in net financial position | 7,519 | (32,368) | (24,849) | (35,180) | (21,267) |
| Translation differences | 295 | (169) | 126 | (418) | (691) |
| Effect increase in Right of Use | (20,263) | 20,263 | - | - | - |
| Final net financial position - prior to fair value adjustment of derivatives | (345,191) | 313,658 | (31,533) | (20,450) | (6,810) |
| Fair value adjustment of derivatives | 750 | - | 750 | 773 | 9,102 |
| Final net financial position | (344,441) | 313,658 | (30,783) | (19,677) | 2,292 |
Consolidated capital expenditure is analyzed in the following table:
| (Thousands of Euro) | I half 2019 | I half 2018 | 2018 |
|---|---|---|---|
| Trademarks and patents | 140 | 223 | 656 |
| Opening and restructuring of Geox Shop | 8,561 | 7,849 | 21,162 |
| Production plant | 190 | 330 | 494 |
| Industrial plant and equipment | 1,235 | 1,292 | 2,788 |
| Logistic | 195 | 435 | 2,321 |
| Information technology | 1,564 | 1,730 | 6,769 |
| Others | 632 | 354 | 3,168 |
| Total cash capex | 12,517 | 12,213 | 37,358 |
| Right of Use | 20,263 | - | - |
| Total capex | 32,780 | 12,213 | 37,358 |
The following table gives a breakdown of the net financial position:
| (Thousands of Euro) | June 30, 2019 |
Dec. 31, 2018 |
June 30, 2018 |
|---|---|---|---|
| Cash and cash equivalents | 28,686 | 40,972 | 28,217 |
| Current financial assets - excluding derivatives | 1,442 | 1,119 | 487 |
| Bank borrowings and current portion of long-term loans | (53,874) | (48,268) | (46,545) |
| Current financial liabilities - excluding derivatives | (57) | (16) | (69) |
| Net financial position - current portion | (23,803) | (6,193) | (17,910) |
| Non-current financial assets | 24 | 22 | 22 |
| Long-term loans | (7,754) | (639) | (2,562) |
| Net financial position - non-current portion | (7,730) | (617) | (2,540) |
| Net financial position - prior to fair value adjustment of | |||
| derivatives | (31,533) | (6,810) | (20,450) |
| Fair value adjustment of derivatives | 750 | 9,102 | 773 |
| Financial lease liability | (313,658) | - | - |
| Net financial position | (344,441) | 2,292 | (19,677) |
Geox S.p.A. launched a programme, starting from June 5, 2019, to buy back up to a maximum of 3,996,250 ordinary shares (equal to 1.54% of the current share capital), in accordance with the resolution passed by the Shareholders' Meeting on April 16, 2019, pursuant to articles 2357 and 2357-ter of the (Italian) civil code. The purpose of the programme is to buy back Geox shares to be used for the 2019-2021 Stock Grant Plan, approved by the Shareholders' Meeting on April 16, 2019.
The buy-back programme started on June 5, 2019 and will end no later than December 18, 2019.
Further to the buy-back transactions above, as at June 30, 2019, the treasury shares held by the Company amount to 525,436 corresponding to 0.20% of the total number of ordinary shares.
The extraordinary Shareholders' Meeting, on April 16, 2019, revoked the resolution to increase the share capital against payment, aimed at implementing the so-called "stock plan", passed by the Shareholders' Meeting on December 18, 2008 ("2008 Share Capital Increase"). The same Shareholders' Meeting approved the proposal for a free, divisible share capital increase pursuant to article 2349, paragraph I, of the (Italian) Civil Code ("Share Capital Increase") for the purpose of backing one or more stock grant plans, including the 2019- 2021 Stock Grant Plan, through the use of a dedicated profit reserve (approved by the Ordinary Shareholders' Meeting) for a maximum nominal amount of Euro 1,200,000, corresponding to a maximum number of 12,000,000 ordinary Company shares, each with a nominal value of Euro 0.10, to be issued in several tranches under the terms and conditions stated by the aforementioned Plan, with subsequent amendment of article 7 of the Articles of Association.
The Shareholders' Meeting approved a medium-long term incentive plan involving the free issue of up to a maximum of five million ordinary Company shares (2019-2021 Stock Grant Plan), to the benefit of the Chief Executive Officer, Corporate General Manager, Executives with strategic responsibilities and other senior managers and employees who are considered key resources for Geox or other Group Companies. The Plan has a three-year vesting period and, as a result, the shares may be assigned from the date the Shareholders' Meeting approves the financial statements for the year ending December 31, 2021. Shares being assigned will also depend on and be proportional to the achievement of performance results based on the accumulated consolidated net income reported in Geox Group's 2019-2021 Strategic Business Plan.
The Plan states that these shares, at the discretion of the Board of Directors and in accordance with applicable legal provisions, may come (a) from a free share capital increase pursuant to article 2349, paragraph I, of the (Italian) Civil Code, to be made by using a profit reserve that is non-distributable for the purpose of said share capital increase and/or (b) from shares that may have been purchased on the market and/or held by the Company in another form, subject to an ordinary Shareholders' Meeting authorizing the purchase and making treasury shares available pursuant to articles 2357 et seq. of the (Italian) Civil Code.
By implementing this Plan, the Company intends to promote and pursue the following objectives:
(i) involve and provide an incentive to beneficiaries whose work is considered to be of fundamental importance for the achievement of the Group's objectives;
(ii) increase beneficiaries' loyalty by providing an incentive to remain within the Group;
(iii) attract new, highly-qualified professionals;
(iv) share and align beneficiaries' interests with those of the Company and the shareholders over the mediumlong term, recognizing the contribution made by the management team to increasing the Company's value.
In order to put the resolutions passed by Shareholders' Meeting into effect, the Board of Directors of Geox S.p.A., during the same meeting, resolved to implement the 2019-2021 Stock Grant Plan, with 3,996,250 rights initially being attributed to 107 beneficiaries. At the date of this report a number of 3,861,096 rights are in circulation.
During the period, there were no transactions with related parties which can be qualified as unusual or atypical. Any related party transactions formed part of the normal business activities of companies in the Group. Such transactions are concluded at standard market terms for the nature of goods and/or services offered.
Information on transactions with related parties is provided in Note 30 of the Consolidated Financial Statements.
With regard to full-year performance, please find below the main factors to be taken into consideration:
Based on the above estimates and assumptions, management would therefore like to stress that 2019 is to be considered a year of transition, characterized by network optimization in the wholesale and franchising channels and by the implementation of projects to improve the business model, in accordance with the new strategic business plan. Total sales at the end of the year will therefore substantially depend on this rationalization process and on like-for-like sales performance for directly-operated and franchised stores. As a result, and considering the high level of volatility in the industry, it is assumed that a certain degree of prudence is necessary for annual sales forecasts compared with 2018.
The actual incidence of promotional sales in the second half of the year will also contribute to defining the improvements in industrial margin achieved to date; depending on the extent to which markdowns are applied in the second half of the year compared with the first half, the expected improvement in gross margin may therefore be confirmed.
Biadene di Montebelluna, July 30, 2019
for the Board of Directors The Chairman Mr. Mario Moretti Polegato
| (Thousands of Euro) | Notes | I half 2019 |
of which related party |
I half 2018 |
of which related party |
2018 | of which related party |
|---|---|---|---|---|---|---|---|
| Net sales | 3-30 | 399,442 | 178 | 414,081 | 138 | 827,220 | 275 |
| Cost of sales | 30 | (196,114) | 28 | (205,226) | 25 | (413,456) | 50 |
| Gross profit | 203,328 | 208,855 | 413,764 | ||||
| Selling and distribution costs | (22,428) | - | (23,570) | - | (46,416) | - | |
| General and administrative expenses | 4-30 | (165,137) | 7 | (161,589) | (3,090) | (325,489) | (6,156) |
| Advertising and promotion | 30 | (12,987) | (83) | (12,786) | (84) | (26,652) | (156) |
| Restructuring charges | 7 | - | - | (2,098) | - | (9,847) | - |
| EBIT | 3 | 2,776 | 8,812 | 5,360 | |||
| Net interest | 8-30 | (4,901) | (257) | (2,445) | - | (4,792) | - |
| PBT | (2,125) | 6,367 | 568 | ||||
| Income tax | 9 | (2,858) | - | (4,848) | - | (5,859) | - |
| Net result | (4,983) | 1,519 | (5,291) | ||||
| Earnings per share [Euro] | 10 | (0.02) | 0.01 | (0.02) | |||
| Diluted earnings per share [Euro] | 10 | (0.02) | 0.01 | (0.02) |
| (Thousands of Euro) | I half 2019 |
of which related party |
I half 2018 |
of which related party |
2018 | of which related party |
|---|---|---|---|---|---|---|
| Net income | (4,983) | 1,519 | (5,291) | |||
| Other comprehensive income that will not be reclassified subsequently to profit or loss: |
||||||
| - Net gain (loss) on actuarial defined-benefit plans | (201) | - | (6) | - | 103 | - |
| Other comprehensive income that may be reclassified subsequently to profit or loss: |
||||||
| - Net gain (loss) on Cash Flow Hedge, net of tax | (2,094) | - | 13,432 | - | 13,863 | - |
| - Currency translation | 279 | - | (1,272) | - | (1,846) | - |
| Net comprehensive income | (6,999) | 13,673 | 6,829 |
| (Thousands of Euro) | Notes | June 30, 2019 |
of which related party |
Dec. 31, 2018 |
of which related party |
June 30, 2018 (*) |
of which related party |
|---|---|---|---|---|---|---|---|
| ASSETS: | |||||||
| Intangible assets Property, plant and equipment Deferred tax assets Non-current financial assets Other non-current assets Total non-current assets |
11 12 13 18 14 |
47,156 377,203 31,355 24 9,238 464,976 |
50,161 65,826 32,517 22 11,651 160,177 |
47,941 60,014 30,834 22 12,814 151,625 |
|||
| Inventories Accounts receivable Other non-financial current assets Current financial assets Cash and cash equivalents Current assets |
15 16-30 17-30 18 19 |
292,408 148,582 28,468 4,523 28,686 502,667 |
238 1,892 |
312,052 133,090 30,637 10,907 40,972 527,658 |
237 1,902 |
303,972 182,290 26,240 3,972 28,217 544,691 |
195 1,901 |
| Total assets | 967,643 | 687,835 | 696,316 | ||||
| LIABILITIES AND EQUITY: | |||||||
| Share capital Reserves Net income Equity |
20 20 20 |
25,921 305,658 (4,983) 326,596 |
25,921 320,130 (5,291) 340,760 |
25,921 320,164 1,519 347,604 |
|||
| Employee severance indemnities Provisions for liabilities and charges Long-term financial liabilities Other long-term payables Total non-current liabilities |
21 22 23-30 24 |
2,772 5,657 259,593 4,183 272,205 |
23,967 | 2,557 5,497 639 5,083 13,776 |
2,669 4,769 2,562 6,685 16,685 |
||
| Accounts payable Other non-financial current liabilities Taxes payable Current financial liabilities Bank borrowings and current portion of long-term loans Current liabilities |
25-30 26 27 18-30 28 |
205,540 35,683 9,538 64,207 53,874 368,842 |
121 5,667 |
236,027 39,579 8,723 702 48,268 333,299 |
1,477 | 233,639 38,993 10,069 2,781 46,545 332,027 |
149 |
| Total liabilities and equity | 967,643 | 687,835 | 696,316 |
(*) The comparative information has been reclassified as a result of the application of IFRS 15.
| (Thousands of Euro) | Notes | I half 2019 | I half 2018 | 2018 |
|---|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||
| Net result | 20 | (4,983) | 1,519 | (5,291) |
| Adjustments to reconcile net income to net cash provided | ||||
| (used) by operating activities: | ||||
| Depreciation and amortization and impairment Other non-cash items |
5 | 51,255 3,980 |
16,428 1,742 |
32,984 1,449 |
| 55,235 | 18,170 | 34,433 | ||
| Change in assets/liabilities: | ||||
| Accounts receivable | (15,437) | (21,531) | 27,785 | |
| Other assets | (2,970) | 489 | (2,394) | |
| Inventories | 21,572 | (21,690) | (37,498) | |
| Accounts payable | (28,284) | 11,947 | 16,774 | |
| Other liabilities | 935 | 2,154 | (2,563) | |
| Taxes payable | 822 | 1,177 | (61) | |
| (23,362) | (27,454) | 2,043 | ||
| Operating cash flow | 26,890 | (7,765) | 31,185 | |
| CASH FLOW USED IN INVESTING ACTIVITIES: | ||||
| Capital expenditure on intangible assets | 11 | (3,087) | (2,671) | (11,026) |
| Capital expenditure on property, plant and equipment | 12 | (9,430) | (9,542) | (26,332) |
| (12,517) | (12,213) | (37,358) | ||
| Disposals | 311 | 350 | 458 | |
| (Increase) decrease in financial assets | (323) | (66) | (701) | |
| Cash flow used in investing activities | (12,529) | (11,929) | (37,601) | |
| CASH FLOW FROM (USED IN) FINANCING ACTIVITIES: | ||||
| Increase (decrease) in short-term bank borrowings, net | (4,378) | (537) | (2,387) | |
| Repayment of lease liabilities | (32,368) | |||
| Loans: | ||||
| - Proceeds | 40,988 | 15,000 | 24,154 | |
| - Repayments | (24,017) | (26,500) | (34,266) | |
| Treasury shares | (685) | |||
| Dividends | (6,480) | (15,552) | (15,552) | |
| Cash flow used in financing activities | (26,940) | (27,589) | (28,051) | |
| Increase (decrease) in cash and cash equivalents | (12,579) | (47,283) | (34,467) | |
| Cash and cash equivalents, beginning of the period | 19 | 40,972 | 75,616 | 75,616 |
| Effect of translation differences on cash and cash equivalents | 293 | (116) | (177) | |
| Cash and cash equivalents, end of the period | 19 | 28,686 | 28,217 | 40,972 |
| Supplementary information to the cash flow statement: | ||||
| - Interest paid during the period | 4,474 | 2,136 | 3,964 | |
| - Interest received during the period | 599 | 1,083 | 2,594 | |
| - Taxes paid during the period | 1,707 | 1,862 | 5,267 |
| (Thousands of Euro) | Share capital |
Legal reserve |
Share premium reserve |
Transla- tion reserve |
Cash flow hedge reserve |
Retained earnings |
Net income |
Group equity |
|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2017 | 25,921 | 5,184 | 37,678 | (1,164) | (11,845) | 278,326 | 15,383 | 349,483 |
| IFRS 9 First time adoption Allocation of 2017 result Distribution of dividends Net comprehensive result |
- - - - |
- - - - |
- - - - |
- - - (1,846) |
(401) - - 13,863 |
401 15,383 (15,552) 103 |
- (15,383) - (5,291) |
- - (15,552) 6,829 |
| Balance at December 31, 2018 | 25,921 | 5,184 | 37,678 | (3,010) | 1,617 | 278,661 | (5,291) | 340,760 |
| Allocation of 2018 result Distribution of dividends Treasury shares Net comprehensive result |
- - - - |
- - - - |
- - - - |
- - - 279 |
- - - (2,094) |
(5,291) (6,480) (685) (201) |
5,291 - - (4,983) |
- (6,480) (685) (6,999) |
| Balance at June 30, 2019 | 25,921 | 5,184 | 37,678 | (2,731) | (477) | 266,004 | (4,983) | 326,596 |
| (Thousands of Euro) | Share capital |
Legal reserve |
Share premium reserve |
Transla- tion reserve |
Cash flow hedge reserve |
Retained earnings |
Net income |
Group equity |
|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2017 | 25,921 | 5,184 | 37,678 | (1,164) | (11,845) | 278,326 | 15,383 | 349,483 |
| IFRS 9 First time adoption | - | - | - | - | (401) | 401 | - | - |
| Allocation of 2017 result | - | - | - | - | - | 15,383 | (15,383) | - |
| Distribution of dividends | - | - | - | - | - | (15,552) | - | (15,552) |
| Net comprehensive result | - | - | - | (1,272) | 13,432 | (6) | 1,519 | 13,673 |
| Balance at June 30, 2018 | 25,921 | 5,184 | 37,678 | (2,436) | 1,186 | 278,552 | 1,519 | 347,604 |
The Geox Group coordinates the third-party suppliers production and sells Geox-brand footwear and apparel to retailers and end-consumers. It also grants distribution rights and/or use of the brand name to third parties in markets where the Group has chosen not to have a direct presence. Licensees handle production and marketing in accordance with licensing agreements and pay Geox royalties.
Geox S.p.A. is a joint-stock company incorporated in Italy and controlled by Lir S.r.l.
These explanatory notes have been prepared by the Board of Directors on the basis of the accounting records updated to June 30, 2019. They are accompanied by the directors' report on operations, which provides information on the results of the Geox Group. The consolidated financial statements have been drawn up in compliance with the International Financial Reporting Standards adopted by the European Union.
To facilitate comparison with the previous periods, the accounting schedules provide comparative figures: at June 30, 2018 and 1H2018, in the case of the income statement.
The reporting currency is the Euro and all figures have been rounded up or down to the nearest thousand Euro.
The consolidated financial statements at June 30, 2019 include the figures, on a line-by-line basis, of all the Italian and foreign companies in which the Parent Company holds a majority of the shares or quotas, directly or indirectly.
The companies taken into consideration for consolidation purposes are listed in the attached schedule entitled "List of companies consolidated at June 30, 2019".
The Group presents an income statement using a classification based on the "cost of sales" method, as this is believed to provide information that is more relevant. The format selected is that used for managing the business and for management reporting purposes and is consistent with international practice in the footwear and apparel sector.
For the Statement of financial position, a format has been selected to present current and non-current assets and liabilities.
The Statement of cash flow is presented using the indirect method.
In connection with the requirements of the Consob Resolution No. 15519 of July 27, 2006 as to the format of the financial statements, specific supplementary column has been added for related party transactions so as not to compromise an overall reading of the statements (Note 30).
The financial statements of the subsidiaries included in the scope of consolidation are consolidated on a lineby-line basis, which involves combining all of the items shown in their financial statements regardless of the Group's percentage interest.
If the companies included in the scope of consolidation are subject to different regulations, the most suitable reporting formats have been adopted to ensure maximum clarity, truth and fairness. The financial statements of foreign subsidiaries are reclassified where necessary to bring them into line with Group accounting policies. They are also adjusted to ensure compliance with IFRS.
In particular, for the subsidiaries included in the scope of consolidation:
The following are also eliminated:
The Consolidated Financial Statements have been prepared on the historical cost basis except for the measurement of certain financial instruments (i.e. derivatives measured at fair value), as required by IFRS 9, and on a going-concern basis. The accounting principles are the same used for the preparation of the consolidated financial statements as of the year ended December 31, 2018, to which refer for a detailed description, except as set out below.
On January 13th, 2016, the IASB published IFRS 16 – Leases to replace IAS 17 – Leases, and the interpretations IFRIC 4 - Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
The new standard provides a new definition of a lease and introduces criteria based on the control (right of use) of an asset in order to distinguish between lease contracts and service provision contracts, identifying the following determining factors: identification of the asset, the right to replace the asset, the right to obtain substantially all economic benefits from using the asset and, lastly, the right to direct the use of the asset underlying the contract.
The standard establishes a single model for the recognition and measurement of lease contracts for the lessee, which states that leased assets, including those under operating leases, must be recognised under assets with a corresponding entry under financial payables. On the contrary, the standard does not include significant changes for lessors.
The standard came into force on January 1st, 2019.
Geox chose to apply this standard retrospectively. However, it has recorded the accumulated effect of applying the standard on shareholders' equity at January 1, 2019, in accordance with IFRS 16, paragraphs C7-C13. In particular, in relation to lease contracts that were previously classified as operating leases, Geox will record:
The adoption of IFRS 16 at the date of transition, January 1st, 2019, impact rights of use for Euro 327 million and financial liabilities for Euro 326 million.
The value of the rights of use has been increased by the balance of accrued income and prepaid expenses at December 31st, 2018 and decreased by the balance of accrued expenses and deferred income at December 31st, 2018.
When applying IFRS 16, Geox used the exemption permitted by paragraph 5(a) of IFRS 16 in relation to short-term leases for the contracts with a duration of less than one year.
Likewise, the Company used the exemption permitted by IFRS 16:5(b) with regard to lease contracts for which the underlying asset is classed as a "low-value asset". Contracts to which this exemption has been applied mainly fall under the following categories:
For these contracts, the introduction of IFRS 16 did not lead to the financial liability for the lease or the relative right of use being recorded, but rather the rental payments were recorded in the income statement, on a linear basis, for the duration of the respective contracts.
In order to help readers understand the impacts of the initial application of this accounting standard, the following table provides a comparison between the future commitments relating to lease contracts and the impact of adopting IFRS 16 at January 1, 2019:
| Euro million | January 1, 2019 |
|---|---|
| Non cancellable commitments as of December 31, 2018 | 282 |
| Commitments for renewal | 95 |
| Short term lease | (5) |
| Non-lease components included in non-cancellable commitments | (28) |
| Financial liability (not discounted) as of January 1, 2019 | 344 |
| Effect of discounting | (18) |
| Financial liability under IFRS 16 as of January 1, 2019 | 326 |
On October 12, 2017 the IASB published an amendment to IFRS 9 - Prepayment Features with Negative Compensation. The amendments to IFRS 9 clarify that for the purpose of assessing whether a prepayment feature meets the "SPPI" condition (Solely Payments of Principal and Interest), the party exercising the option may pay or receive reasonable compensation for the prepayment irrespective of the reason for prepayment. There were no significant effects from the adoption of this amendment.
On June 7, 2017 the IASB published the interpretation "Uncertainty over Income Tax Treatments (IFRIC Interpretation 23)". The interpretation sets out how to determine the accounting tax position when there is uncertainty over income tax treatments. The interpretation requires an entity to determine whether uncertain tax positions are assessed (separately or as a group) and assesses whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by an entity in its income tax filings: if yes, the entity should determine its accounting tax position consistently with the tax treatment used or planned to be used in its income tax filings. If no, the entity should reflect the effect of uncertainty in determining its accounting tax position. There were no significant effects from the adoption of this amendment.
On December 12, the IASB published the document "Annual Improvements to IFRSs 2015-2017 Cycle" integrates existing standards as part of their annual improvement process. There were no significant effects from the adoption of this document.
On February 7, 2018 the IASB published the document "Plant Amendment, Curtailment or Settlement (Amendments to IAS 19)". There were no significant effects from the adoption of this amendment.
On October 12, 2017 lo IASB the IASB published the document "Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)". There were no significant effects from the adoption of this amendment.
Accounting standards, amendments and interpretations not yet approved by European Union
The financial statements of foreign companies denominated in currencies other than the Euro are translated as follows:
The difference between the equity translated at historical rates and the assets and liabilities translated at closing rates is recorded as a "Translation reserve" under "Reserves" as a part of consolidated equity".
The exchange rates used, as published by the Italian Exchange Office (U.I.C.), are as follows:
| Currency | Average for | As at | Average for | As at | Average for | As at |
|---|---|---|---|---|---|---|
| 30-06-2019 | 30-06-2019 | 31-12-2018 | 31-12-2018 | 30-06-2018 | 30-06-2018 | |
| US Dollar | 1.1298 | 1.1380 | 1.1815 | 1.1450 | 1.2108 | 1.1658 |
| Swiss Franc | 1.1294 | 1.1105 | 1.1549 | 1.1269 | 1.1697 | 1.1569 |
| British Pound | 0.8736 | 0.8966 | 0.8848 | 0.8945 | 0.8797 | 0.8861 |
| Canadian Dollar | 1.5067 | 1.4893 | 1.5302 | 1.5605 | 1.5464 | 1.5442 |
| Japanese Yen | 124.2933 | 122.6000 | 130.4096 | 125.8500 | 131.6107 | 129.0400 |
| Chinese Yuan | 7.6670 | 7.8185 | 7.8074 | 7.8751 | 7.7100 | 7.7170 |
| Czech Koruna | 25.6838 | 25.4470 | 25.6432 | 25.7240 | 25.4973 | 26.0200 |
| Russian Ruble | 73.7215 | 71.5975 | 74.0551 | 79.7153 | 71.9802 | 73.1582 |
| Polish Zloty | 4.2920 | 4.2496 | 4.2606 | 4.3014 | 4.2200 | 4.3732 |
| Hungarian Forint | 320.3916 | 323.3900 | 318.8245 | 320.9800 | 314.0910 | 329.7700 |
| Macau Pataca | 9.1263 | 9.1532 | 9.5379 | 9.2365 | 9.7749 | 9.4212 |
| Serbian Dinar | 118.0611 | 117.9570 | 118.2368 | 118.3109 | 118.2478 | 118.5188 |
| Vietnam Dong | 26,269.3333 | 26,527.0000 | 27,189.2046 | 26,547.0000 | 27,565.5303 | 26,746.0000 |
| Indian Rupiah | 79.1182 | 78.5240 | 80.7277 | 79.7298 | 79.5123 | 79.8130 |
| Indonesian Rupiah | 16,035.9017 | 16,083.3500 | 16,801.7267 | 16,500.0000 | 16,671.7396 | 16,654.0400 |
| Turkish Lira | 6.3543 | 6.5655 | 5.6986 | 6.0588 | 4.9551 | 5.3385 |
Drawing up financial statements and notes in compliance with IFRS requires management to make estimates and assumptions that can affect the value of the assets and liabilities in the balance sheet, including disclosures on contingent assets and liabilities at the balance sheet date. The estimates and assumptions used are based on experience and other relevant factors. So it cannot be excluded that the results over the coming months may differ from what has been forecasted, and this in turn could lead to adjustments that obviously cannot be estimated or foreseen as of today. Estimates and assumptions are revised periodically and the effects of each variation made to them are reflected in the income statement for the period when the estimate is revised.
The items in the financial statements that are principally affected by these situations of uncertainty are: deferred tax assets, pension funds and other post-employment benefits, the provisions for obsolescence and slow-moving inventory and returns, provision for bad and doubtful accounts, asset impairment and lease liabilities (and assets for right of use).
The following is a summary of the critical valuation processes and key assumptions used by management in the process of applying the accounting standards with regard to the future and which could have significant effects on the values shown in the financial statements.
Deferred tax assets are booked on all carry-forward tax losses to the extent that it is probable that there will be adequate taxable income in the future to absorb them. The directors are required to make a significant subjective assessment to determine the amount of deferred tax assets that should be recognized. They have to assess the timing and amount of future taxable income and develop a tax planning strategy for the coming years. The book value of the tax losses that have been recognized is shown in note 13.
The cost of defined-benefit pension plans and other post-employment benefits (healthcare) is determined by means of actuarial valuations. Actuarial valuations involve making assumptions about discount rates, the expected return on investment, future pay rises, mortality rates and the future increase in pensions. Because of the long-term nature of these plans, such estimates are subject to a high degree of uncertainty. Further details are provided in note 21.
The Group has provided for the possibility that products already sold may be returned by customers. To this end, the Group has made certain assumptions based on the quantity of goods returned in the past and their estimated realizable value. Further details are provided in note 25.
The Group has set up provisions for products in inventory that may have to be sold at a discount, which means that they will have to be adjusted to their estimated realizable value. For this purpose, the Group has developed assumptions regarding the quantity of goods sold at a discount in the past and the possibility of selling them through the Group's own outlets. Further details are provided in note 15.
The provision for bad and doubtful accounts is calculated on the basis of a specific analysis of items in dispute and of those balances which, even if not in dispute, show signs of delayed collection. Furthermore, the provision includes the receivable evaluation according to the lifetime expected loss model. Evaluating the overall amount of trade receivables that are likely to be paid requires the use of estimates regarding the probability of collecting such items, as well as the write-down percentages applied for not in dispute positions, so it is an assessment that is subject to uncertainties. Further details are provided in note 16.
The Group has set up provisions against the possibility that the carrying amounts of tangible and intangible assets may not be recoverable from them by use. The directors are required to make a significant subjective assessment to determine the amount of asset impairment that should be recognized. They estimate the possible loss of value of assets in relation to future economic performance closely linked to them.
The Group recognises the asset for the right of use and the liability for the lease. The asset for the right of use is initially valued at cost, and then subsequently at cost net of accumulated depreciation and impairment losses, and adjusted to reflect the revaluation of the lease liability.
The Group values the lease liability at the present value of the payments due for unpaid leases at the effective date. The lease liability is subsequently increased by the interest accrued on this liability and decreased by the payments due for the lease made and is revalued in the event of a change in the future payments due for the lease deriving from a change in the index or rate, in the event of a change in the amount that the Group expects to pay as a guarantee on the residual value or when the Group changes its valuation with reference to the exercise or otherwise of a purchase, extension or cancellation option.
The Group has estimated the lease term of certain contracts in which it acts as a lessee and which provide for renewal options. The Group's assessment of whether or not there is a reasonable certainty of exercising the option influences the estimate of the lease term, significantly impacting the amount of the lease liabilities and assets for the right of use recognized.
The Group is subject to legal and tax litigations arising from the ordinary course of the business in the countries where it operates.
Based on the information currently available, the Group believes that the provisions recognized as liabilities are sufficient to correctly represent the Consolidated Financial Statements.
For management purposes, the Group runs and controls its business according to the type of products being supplied, and for disclosure purposes these consist of two operating segments: footwear and apparel.
The directors monitor the results of these two business units separately so that they can make decisions regarding the allocation of resources and check the return on investment. The yield of each segment is evaluated on the basis of the operating result, which is allocated to the various operating segments as follows:
The following table provides information on the Group's business segments:
| (Thousands of Euro) | I half 2019 | % | I half 2019 | ||
|---|---|---|---|---|---|
| Footwear | Net sales | 364,251 | 376,723 | ||
| EBIT | 6,010 | 1.6% | 9,767 | 2.6% | |
| Apparel | Net sales | 35,191 | 37,358 | ||
| EBIT | (3,234) | (9.2%) | (955) | (2.6%) | |
| Total | Net sales | 399,442 | 414,081 | ||
| EBIT | 2,776 | 0.7% | 8,812 | 2.1% |
The following table provides Net sales on the Group's geographical segments:
| (Thousands of Euro) | I half 2019 | % | I half 2018 | % | Var. % |
|---|---|---|---|---|---|
| Italy | 116,221 | 29.1% | 124,331 | 30.0% | (6.5%) |
| Europe (*) | 174,846 | 43.8% | 179,907 | 43.4% | (2.8%) |
| North America | 22,053 | 5.5% | 24,132 | 5.8% | (8.6%) |
| Other Countries | 86,322 | 21.6% | 85,711 | 20.7% | 0.7% |
| Net Sales | 399,442 | 100.0% | 414,081 | 100.0% | (3.5%) |
(*) Europe includes: Austria, Benelux, France, Germany, Great Britain, Iberian Peninsula, Scandinavia, Switzerland.
General and administrative expenses are analyzed in the following table:
| I half 2019 I half 2018 |
Change | ||
|---|---|---|---|
| Wages and salaries | 59,091 | 58,642 | 449 |
| Rental expenses | 10,847 | 44,940 | (34,093) |
| Other costs | 98,032 | 60,850 | 37,182 |
| Rental income | (1,682) | (1,921) | 239 |
| Other income | (1,151) | (922) | (229) |
| Total | 165,137 | 161,589 | 3,548 |
Rental and lease expenses, related to the shops, offices and industrial property leased by the Group, equal to Euro 10,847 Thousands, recorded a significant decrease compared to the same period last year. Starting from January 1, 2019, in fact, in the lease expenses are recorded only those excluded from the application of the IFRS 16 accounting principle.
Rental income relates to the Geox Shops owned by the Group and leased to third parties under franchising agreements.
Other costs mainly include: depreciation and amortization, services and consulting, sample costs, utilities, insurance, maintenance and bank charges.
Other income mainly includes sales of miscellaneous goods and insurance compensation.
Research and the ongoing conception and implementation of innovative solutions is a significant factor in the Group's strategies because, as already explained in the directors' report on operations, product innovation is fundamental to maintain and strengthen the Group's competitive advantage.
Research and development is a complex corporate process, which ranges from the study of technical solutions involving materials that are able to breathe while remaining waterproof, to the concession of new patents and the development of new product lines. This process can be broken down into the following stages:
Research and development makes use of dedicated personnel, who transmit the results of their work to all those (designers, product managers, production technicians, etc.) who take part in the definition, industrialization and production of the Group's products.
The following table shows all of the depreciation and amortization charges included in the consolidated income statement:
| I half 2019 | I half 2018 | Change | |
|---|---|---|---|
| Industrial depreciation and asset impairment | 3,185 | 3,168 | 17 |
| Non-industrial depreciation, amortization and asset impairment | 48,070 | 13,260 | 34,810 |
| Total | 51,255 | 16,428 | 34,827 |
Depreciation and amortization increased if compared to 1H18, from Euro 16,428 thousand to Euro 51,255 thousand. This increase is due for Euro 34,174 thousand to the new IFRS 16 Accounting Standard.
Payroll costs amounted to Euro 74,805 thousand (Euro 75,306 thousand in 1H18).
The average number of employees is shown below:
| I half 2019 | I half 2018 | Change | |
|---|---|---|---|
| Managers | 44 | 44 | - |
| Middle managers and Office staff | 1,039 | 1,055 | (16) |
| Shop employees | 2,602 | 2,711 | (109) |
| Factory workers | 1,388 | 1,407 | (19) |
| Total | 5,073 | 5,217 | (144) |
The average number of employees for 1H2019 amounted to 5,073, decreased of 144 units compared to 1H2018. The change is mainly due to the shop employees, in line with the project to optimize the network of mono-brand stores and the greater use of temporary staff.
During the first half 2018 special items amount to 2.1 million and relate mainly to the organizational review of staff resources and the optimization of the shop network.
This item is made up as follows:
| I half 2019 | I half 2018 | Change | |
|---|---|---|---|
| Interest income | 2,860 | 2,593 | 267 |
| Interest expense | (7,569) | (5,366) | (2,203) |
| Exchange differences | (192) | 328 | (520) |
| Total | (4,901) | (2,445) | (2,456) |
Interest income is made up as follows:
| I half 2019 I half 2018 |
Change | ||
|---|---|---|---|
| Interest from banks | 22 | 20 | 2 |
| Interest from customers | 90 | 158 | (68) |
| Other interest income | 2,748 | 2,415 | 333 |
| Total | 2,860 | 2,593 | 267 |
Other interest income mainly consists of the effect of accounting for financial derivatives.
Interest expense is made up as follows:
| I half 2019 | I half 2018 | Change | |
|---|---|---|---|
| Bank interest and charges | 102 | 208 | (106) |
| Interest on loans | 141 | 108 | 33 |
| Other interest expense | 5,506 | 3,354 | 2,152 |
| Financial discounts and allowances | 1,820 | 1,696 | 124 |
| Total | 7,569 | 5,366 | 2,203 |
Other interest expense mainly consists of the effect of accounting for financial derivatives as explained in note 29 and, for the 1H2019, the effect of the new accounting standard IFRS 16.
Financial discounts and allowances relate to the discounts granted to customers who pay in advance, as per practice in various European markets.
Exchange differences are made up as follows:
| I half 2019 | I half 2018 | Change | |
|---|---|---|---|
| Exchange gains | 13,602 | 28,884 | (15,282) |
| Exchange losses | (13,794) | (28,556) | 14,762 |
| Total | (192) | 328 | (520) |
Income taxes for first half of 2019 were equal to Euro 2.9 million, compared to Euro 4.9 million of the same period of 2018.
The following table shows reconciliation between the Group's effective tax burden and its theoretical tax charge, based on the current tax rate in force during the period in Italy (the country of Geox S.p.A., the Parent Company):
| I half 2019 | % | I half 2018 | % | |
|---|---|---|---|---|
| PBT | (2,125) | 100.0% | 6,367 | 100.0% |
| Theoretical income taxes (*) | (510) | 24.0% | 1,528 | 24.0% |
| Effective income taxes | 2,858 | (134.5%) | 4,848 | 76.1% |
| Difference due to: | 3,368 | (158.5%) | 3,320 | 52.1% |
| 1) different tax rates applicable in other countries | 259 | (12.2%) | (120) | (1.9%) |
| 2) permanent differences: | ||||
| i) IRAP and other local taxes | 490 | (23.1%) | 566 | 8.9% |
| ii) other | 2,619 | (123.2%) | 2,874 | 45.1% |
| Total difference | 3,368 | (158.5%) | 3,320 | 52.1% |
(*) Theoretical income taxes based on the tax rates applicable to Geox S.p.A.
It should be noted that the tax amount has been penalized by approximately Euro 2.5 million (Euro 2.7 in 1H18) for the non-recognition of deferred tax assets relating to certain foreign subsidiaries.
EPS is calculated by dividing the net income for the period attributable to the ordinary shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the net income for the period attributable to the Parent Company's shareholders by the weighted average number of shares outstanding during the period, taking into account the effects of all potentially dilutive ordinary shares (for example, vested options under a stock option plan that have not yet been exercised).
The following table shows the result and the number of ordinary shares used to calculate basic and diluted EPS in accordance with IAS 33:
| I half 2019 | I half 2018 | 2018 | |
|---|---|---|---|
| Earning per share (Euro) Diluted earnings per share (Euro) |
(0.02) (0.02) |
0.01 0.01 |
(0.02) (0.02) |
| Weighted average number of shares outstanding: - basic - diluted |
259,181,486 259,181,486 |
259,207,331 259,207,331 |
259,207,331 259,207,331 |
Intangible assets are made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Industrial patents and intellectual property rights | 12,573 | 13,484 | (911) |
| Trademarks, concessions and licenses | 469 | 520 | (51) |
| Key money | 31,134 | 31,950 | (816) |
| Assets in process of formation and payments on account | 870 | 1,888 | (1,018) |
| Other intangible assets | 972 | 1,181 | (209) |
| Goodwill | 1,138 | 1,138 | - |
| Total | 47,156 | 50,161 | (3,005) |
The following table shows the changes in intangible assets during 1H2019:
| 12-31-2018 | Purchases | Transla tion |
Amort./ | Dispo -sals |
Other | 06-30-2019 | |
|---|---|---|---|---|---|---|---|
| and capital. |
Differen ces |
write down |
Chan ges |
||||
| Intangible assets with finite useful life: | |||||||
| Industrial patents and intellectual property rights | 13,484 | 1,183 | - | (3,518) | (6) | 1,430 | 12,573 |
| Trademarks, concessions and licenses | 520 | 9 | - | (60) | - | - | 469 |
| Key money | 31,950 | 1,298 | 15 | (2,257) | (1) | 129 | 31,134 |
| Assets in process of formation and payments on account |
1,888 | 597 | 2 | - | - | (1,617) | 870 |
| Other intangible assets | 1,181 | - | - | (209) | - | - | 972 |
| Intangible assets with an indefinite useful life: | |||||||
| Goodwill | 1,138 | - | - | - | - | - | 1,138 |
| Total intangible assets | 50,161 | 3,087 | 17 | (6,044) | (7) | (58) | 47,156 |
Investments during the period mainly concern:
Each shop is considered a CGU and, other than those flagship stores, which, despite being open for more than two years showed negative results in terms of operating margin, it was decided to assess the recoverability of the carrying value. This assessment was based on expected results and took into consideration the weighted average cost of capital (WACC) for the Group's main market areas. If the value in use of a CGU is lower than its book value, its assets are written down accordingly.
Details of property, plant and equipment are shown in the following table:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Changes | |
|---|---|---|---|
| Land and buildings | 9,217 | 9,618 | (401) |
| Plant and machinery | 7,703 | 8,607 | (904) |
| Industrial and commercial equipment | 3,200 | 3,527 | (327) |
| Other assets | 15,164 | 14,757 | 407 |
| Leasehold improvements | 28,050 | 28,387 | (337) |
| Right of use | 312,976 | - | 312,976 |
| Construction in progress and payments on account | 893 | 930 | (37) |
| Total | 377,203 | 65,826 | 311,377 |
The following table shows the changes in property, plant and equipment during 1H2019:
| 12-31-2018 | Purchases | Translation | Amort./ | Disposals | Other | 06-30-2019 | |
|---|---|---|---|---|---|---|---|
| and capital. | Differences | write down |
Changes | ||||
| Land and buildings | 9,618 | 23 | 29 | (453) | - | - | 9,217 |
| Plant and machinery | 8,607 | 244 | 13 | (1,127) | (34) | - | 7,703 |
| Industrial and commercial equipment | 3,527 | 1,270 | 3 | (1,599) | (1) | - | 3,200 |
| Other assets | 14,757 | 3,466 | 76 | (3,197) | (109) | 171 | 15,164 |
| Leasehold improvements | 28,387 | 3,539 | 132 | (4,661) | (160) | 813 | 28,050 |
| Construction in progress and payments on account |
930 | 888 | 1 | - | - | (926) | 893 |
| 65,826 | 9,430 | 254 | (11,037) | (304) | 58 | 64,227 | |
| Right of use | - | 20,263 | (227) | (34,174) | - | 327,114 | 312,976 |
| Total property, plant and equipment | 65,826 | 29,693 | 27 | (45,211) | (304) | 327,172 | 377,203 |
Investments during the period mainly concern:
Each shop is considered a CGU and, other than those flagship stores, which, despite being open for more than two years showed negative results in terms of operating margin, it was decided to assess the recoverability of the carrying value. This assessment was based on expected results and took into consideration the weighted average cost of capital (WACC) for the Group's main market areas. If the value in use of a CGU is lower than its book value, its assets are written down accordingly.
Other assets are made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Electronic machines | 2,425 | 2,610 | (185) |
| Furniture and fittings | 12,444 | 11,970 | 474 |
| Motor vehicles and internal transport | 295 | 177 | 118 |
| Total | 15,164 | 14,757 | 407 |
The following table analyses the change in deferred tax assets and the nature of the items and temporary differences that gave rise to them. The Group has offset the deferred tax assets and liabilities as the law permits the compensation of fiscal assets with fiscal liabilities.
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Carry-forward tax losses | 1,620 | 176 | 1,444 |
| Depreciation and amortization and impairment | 5,501 | 5,899 | (398) |
| Evaluation derivates | 63 | - | 63 |
| Provision for obsolescence and slow-moving inventory and returns | 16,905 | 18,888 | (1,983) |
| Provision for agents' severance indemnities | 558 | 552 | 6 |
| Other | 6,956 | 7,640 | (684) |
| Deferred tax assets | 31,603 | 33,155 | (1,552) |
| Depreciation and amortization | (174) | (173) | (1) |
| Evaluation derivates | - | (401) | 401 |
| Other | (74) | (64) | (10) |
| Deferred tax liabilities | (248) | (638) | 390 |
| Total deferred taxes | 31,355 | 32,517 | (1,162) |
The deferred tax assets on carry-forward tax losses at June 30, 2019 amount to Euro 1,620 thousand. This amount has been subjected to a strict evaluation by the directors in order to book it only if future taxable profit are likely to occur, against which such losses can be utilized.
Derivatives that are defined as cash flow hedges and valued on a mark-to-market basis booked directly to equity require all related taxes also to be booked directly to equity and not to the income statement.
Deferred tax assets included in "Other" are mainly related to the provision for bad and doubtful accounts and provisions for liabilities and charges.
Deferred tax assets have been calculated at the tax rates applied in the various countries concerned.
Other non-current assets are made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Accounts receivable from others in 1 to 5 years | 6,275 | 8,921 | (2,646) |
| Accounts receivable from others in more than 5 years Total |
2,963 9,238 |
2,730 11,651 |
233 (2,413) |
Accounts receivable from others relate principally guarantee deposits for utilities and shop leases and accounts receivable, payable from 1 to 5 years. The portion of accrued income and prepaid expenses, for the non-current portion, consisting mainly of rents for future periods at the end of 2018, has been reclassified to rights of use with the application of IFRS 16.
The following table shows the breakdown of inventories:
| Balance at June 30,2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Raw materials | 9,333 | 10,685 | (1,352) |
| Work in process and semi-finished products | 675 | 914 | (239) |
| Finished products and goods for resale | 281,709 | 299,728 | (18,019) |
| Furniture and fittings | 691 | 725 | (34) |
| Total | 292,408 | 312,052 | (19,644) |
Inventories of finished products include goods in transit acquired from countries in the Far East.
Furniture and fittings relate to furnishings that will be used or sold to franchisees for opening new Geox Shops. The book value of inventories is not significantly different from their current cost at the end of the period.
Inventories are shown net of the provision for obsolete and slow-moving inventory, which is considered adequate for a prudent valuation of finished products from previous collections and raw materials that are no longer used.
The provision for obsolete and slow-moving inventory is analyzed below:
| Balance at January 1 | 23,627 |
|---|---|
| Provisions | 21,259 |
| Translation differences | 103 |
| Utilizations | (23,274) |
The write-down mainly reflects the adjustment to market value based on statistical forecasts of discounted sales of products from previous collections.
Accounts receivable are made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Gross value | 161,868 | 145,328 | 16,540 |
| Provision for bad and doubtful accounts | (13,286) | (12,238) | (1,048) |
| Net value | 148,582 | 133,090 | 15,492 |
Accounts receivable amounted to Euro 161.9 million as at June 30, 2019.
The following is an ageing analysis of accounts receivable:
| Not yet due |
Past due 0 - 90 days |
Past due 91 - 180 days |
Past due over 180 days |
Total | |
|---|---|---|---|---|---|
| Gross value of trade receivables at June 30, 2019 | 108,204 | 26,105 | 12,772 | 14,787 | 161,868 |
| Gross value of trade receivables at December 31, 2018 | 92,620 | 28,329 | 12,014 | 12,365 | 145,328 |
As regards the sales made to individual customers, there are no situations of particular concentration as all are well under the threshold of 10% of total revenues. The book value of trade receivables coincides with their fair value.
The Group continues to maintain tight control over credit. This management practice ensures that the
investment in working capital is limited.
Accounts receivable are adjusted to their estimated realizable value by means of a provision for bad and doubtful accounts based on a review of individual outstanding balances. The provision at June 30, 2019 represents a prudent estimate of the current collection risk. Changes in the provision during the year are as follows:
| Balance at January 1 | 12,238 |
|---|---|
| Provisions | 1,683 |
| Translation differences | 32 |
| Utilizations | (667) |
The risk of customer insolvency is significantly mitigated as specific contracts with leading credit insurance companies cover credit risk on most of the turnover. The clauses provide that, initially, the insurance is configured solely as a request to accept the credit risk up to previously agreed credit limits. The insurance does become operating only after a formal communication of non-payment by the due date. The increase of the fund is relative to the prudent assessment of the risk on the portion of receivables not covered by insurance.
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Tax credits | 4,722 | 4,505 | 217 |
| VAT recoverable | 3,261 | 4,278 | (1,017) |
| Advances to vendors | 1,960 | 1,565 | 395 |
| Other receivables | 11,522 | 11,971 | (449) |
| Accrued income and prepaid expenses | 7,003 | 8,318 | (1,315) |
| Total | 28,468 | 30,637 | (2,169) |
As at June 30, 2019 the Group has a tax credit for an amount of Euro 1,891 thousand towards the ultimate Parent Company LIR S.r.l..
Other receivables include mainly credits from factoring companies and credit insurance representing the value of claims assigned for which reimbursement has not yet been received;
Prepaid expenses mainly include prepayments for rent and for maintenances.
The book value of the financial assets and liabilities shown below coincides with their fair value.
The following table shows the breakdown of this item:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Term bank deposits | 24 | 22 | 2 |
| Total non current financial assets | 24 | 22 | 2 |
| Fair value derivative contracts | 3,081 | 9,788 | (6,707) |
| Loans granted by Geox | 1,442 | 1,119 | 323 |
| Total current financial assets | 4,523 | 10,907 | (6,384) |
| Fair value derivative contracts | (2,331) | (686) | (1,645) |
| Right of use | (61,819) | - | (61,819) |
| Other current financial liabilities | (57) | (16) | (41) |
| Total current financial liabilities | (64,207) | (702) | (63,505) |
As regards the mark-to-market derivative contracts, see the comments in note 29.
The amount of Euro 28,686 thousand relates to availabilities of current account in the various currencies in which the Group operates.
The book value of the financial assets and liabilities shown below coincides with their fair value.
The share capital of Euro 25,921 thousand is fully paid and is made up of 259,207,331 shares with a par value of Euro 0.10 each.
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Legal reserve | 5,184 | 5,184 | - |
| Share premium reserve | 37,678 | 37,678 | - |
| Translation reserve | (2,731) | (3,010) | 279 |
| Reserve for cash flow hedges | (477) | 1,617 | (2,094) |
| Retained earnings | 266,004 | 278,661 | (12,657) |
| Total | 305,658 | 320,130 | (14,472) |
The legal reserve amounts to Euro 5,184 thousand. This reserve is not distributable.
The reserve for cash flow hedges, for Euro (477) thousand, originated as a result of valuing the financial instruments defined as cash flow hedges at June 30, 2019. Fair value valuation of cash flow hedges is stated net of the tax effect as explained in greater detail in note 29. This reserve is not distributable.
Amounts are shown net of tax, where applicable.
Employee severance indemnities at June 30, 2019 amount to Euro 2,772 thousand, as shown in the following table:
| Balance at December 31, 2018 | 2,557 |
|---|---|
| Reversal of 0.50% withholding | (130) |
| Reversal of flat-rate tax | (3) |
| Payments to supplementary pension schemes | (515) |
| Advances granted to employees | (102) |
| Provision for the period | 1,978 |
| Payments to supplementary pension schemes run by INPS net of amounts paid to leavers | (1,225) |
| Change as a result of actuarial calculations | 206 |
| Translation differences | 6 |
Changes in the provision for severance indemnities during 1H2019 show a utilization of Euro 515 thousand for payments to supplementary pension funds and one of Euro 1,225 thousand for payments to supplementary pension schemes run by INPS. This is because, based on the legislative changes introduced by Law 296/06, with effect from June 30, 2007, severance indemnities accruing after January 1, 2007 have to be paid by companies (with more than 50 employees) to a special treasury fund set up by INPS or, if the employee prefers, to a supplementary pension fund that complies with D.Lgs 252/05.
Instead, companies book a short-term payable which is then cancelled when the amount is paid over to INPS.
The actuarial valuation of the severance indemnities is carried out on the basis of the Projected Unit Credit Method in accordance with IAS 19. This method involves measurements that reflect the average present value of the pension obligations that have accrued on the basis of the period of service that each employee has worked up to the time that the valuation is carried out, without extrapolating the employee's pay according to the legislative amendments introduced by the recent Pension Reform.
The various stages of the calculation can be summarized as follows:
The actuarial model used for the valuation of the provision for severance indemnities is based on various assumptions, some demographic, others economic and financial. The main assumptions used in the model are as follows:
The following table shows the effect that there would be on the obligation for the defined benefit obligation as a result of changes of significant actuarial assumptions at the end of the period:
| Changes in assumptions | |
|---|---|
| +1% employee turnover rate | (40) |
| -1% employee turnover rate | 46 |
| +1/4% inflation rate | 56 |
| -1/4% inflation rate | (55) |
| +1/4% discount rate | (84) |
| -1/4% discount rate | 89 |
This item is made up as follows:
| Balance at Dec. 31, 2018 |
Provisions | Translation differences |
Actuarial adjustment |
Balance at June 30, 2019 |
|
|---|---|---|---|---|---|
| Provision for agents' severance indemnities | 4,659 | 199 | (1) | (38) | 4,819 |
| Other | 838 | - | - | - | 838 |
| Total | 5,497 | 199 | (1) | (38) | 5,657 |
The "provision for agents' severance indemnities" is provided for on the basis of legislative rules and collective agreements that regulate situations in which agency mandates may be terminated. Provisions represent the best estimate of the amount that the business would have to pay to settle the obligation or transfer it to third parties at the balance sheet date.
"Other" reflects mainly an estimate of the risks involved in outstanding disputes.
Long-term financial liabilities amount to Euro 259,593 thousand compared to Euro 639 thousand at December 31, 2018. This increase is mainly due to the application of IFRS 16.
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Guarantee deposits | 659 | 568 | 91 |
| Accrued expenses and deferred income | 3,524 | 4,515 | (991) |
| Total | 4,183 | 5,083 | (900) |
The guarantee deposits refer to amounts received from third parties to guarantee business lease contracts (for Geox Shops).
Accrued expenses and deferred income relate to shop lease contracts and the amount due beyond 12 months of the grant received by Republic of Serbia for the construction and start-up of the factory in Vranje, for an amount of Euro 3,303 thousand.
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Accounts payable | 166,625 | 194,670 | (28,045) |
| Provision for returns | 38,915 | 41,357 | (2,442) |
| Total | 205,540 | 236,027 | (30,487) |
Accounts payable at June 30, 2019 amount to Euro 166,625 thousand, with an decrease of Euro 28,045 thousand if compared with December 31, 2018. All amounts are due within the next 12 months.
Terms and conditions of the above financial liabilities:
• Trade payables are normally settled within 30-120 days and do not generate interest;
• The terms and conditions applied to related parties are the same as those applied to third parties.
The book value of accounts payable coincides with their fair value.
Changes in the refund liabilities during 1H2019 are as follows:
| Balance at January 1 | 41,357 |
|---|---|
| Provisions | 36,804 |
| Translation differences | 194 |
| Utilizations | (39,440) |
The provision for returns has been estimated based on the potential returns and credit notes arising from the trade agreements signed with customers, in particular with franchising ones. The reduction in the provision booked as at June 30, 2019, compared to 2018, is mainly due to the planned optimization of the franchising stores.
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Social security institutions | 3,536 | 4,813 | (1,277) |
| Employees | 17,059 | 12,398 | 4,661 |
| Provisions for liabilities and charges | 6,635 | 8,290 | (1,655) |
| Other payables | 5,854 | 6,570 | (716) |
| Accrued expenses and deferred income | 2,599 | 7,508 | (4,909) |
| Total | 35,683 | 39,579 | (3,896) |
The amounts due to social security institutions mainly relate to pension contributions of 1H19 paid in the second half.
The amounts due to employees include payroll, bonuses and accrued vacation not yet taken as of June 30, 2019.
The provisions for liabilities and charges mainly include the estimated costs related to the rationalization and optimization plan of the distribution network.
Other payables are mainly advances received from customers and the short term part of the guarantee deposits received from third parties.
Accrued expenses and deferred income decrease for the portion referring to shop lease payments compared to December 31, 2018. This because of the adoption of IFRS 16.
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Witholding taxes | 3,727 | 3,856 | (129) |
| VAT payable | 4,744 | 3,743 | 1,001 |
| Income taxes for the period | 1,067 | 1,124 | (57) |
| Total | 9,538 | 8,723 | 815 |
This item is made up as follows:
| Balance at June 30, 2019 |
Balance at Dec. 31, 2018 |
Change | |
|---|---|---|---|
| Bank borrowings | |||
| Cash advances | 6,706 | 10,957 | (4,251) |
| Advances against orders | 26,491 | 19,167 | 7,324 |
| Loans | 20,000 | 18,000 | 2,000 |
| Other providers of funds | |||
| Loans | 677 | 144 | 533 |
| Total | 53,874 | 48,268 | 5,606 |
The item "loans" includes the portion due within 12 months (Euro 15.5 million) of the long term loans, and the revolving credit lines for a total amount of Euro 11 million, at floating rate.
Some of the loans are subjected to financial covenants. The covenants were respected at the date of this report.
Geox Group policy is to insure its trade receivables, thereby minimizing the risk of bad debts due to nonpayment and/or significant payment delays on the part of customers. The policy of insuring against credit risk is applied to the main part of the Geox Group's accounts receivable from third parties.
The maximum risk involved in the Group's financial assets, which include cash and cash equivalents, derivative and other financial assets, is the book value of these assets in the event of counterparty insolvency.
Indebtedness to the banking system exposes the Group to the risk of interest rate fluctuations. Floating rate loans, in particular, run the risk of cash flow variations. At 30 June 2019, the Group's indebtedness to the banking system is entirely floating rate. This floating rate debt is based on loans and technical forms related to working capital and is therefore self-liquidating (orders, invoices, bills); in other words, it is short term and linked to the Group's normal business activity with frequent extinctions and re-openings during the course of the year according to seasonal nature of the sector's financial cycle.
In this context, given expectations of lower interest rates and the short-term nature of the debt, the Group did not deem it necessary to implement general policies to hedge the risk of interest rate fluctuations.
The Geox Group also carries on its activity in countries outside the Euro-zone, which means that exchange rate fluctuations are an important factor to be taken into consideration.
The principal exchange rates to which the Group is exposed are the following:
The Group initially calculates the amount of exchange risk, from trading transactions forecast for the coming 12 months, that is involved in the budget for the coming period. It then gradually hedges this risk during the process of order acquisition to the extent that the orders match the forecasts. These hedges take the form of specific forward contracts and options for the purchase and sale of the foreign currency. Group policy is not to arrange derivative transactions for speculative purposes.
The Board of Directors believes that the risk management policies adopted by the Geox Group are appropriate.
Group companies may find themselves with trade receivables or payables denominated in a currency different from the money of account of the company itself. In addition, it may be convenient from an economic point of view, for companies to obtain finance or use funds in a currency different from the money of account. Changes in exchange rates may result in exchange gains or losses arising from these situations. It is the Group's policy to hedge fully, whenever possible, the exposure resulting from receivables, payables and securities denominated in foreign currencies different from the company's money of account.
Some of the Group's subsidiaries are located in countries which are not members of the European monetary union. As the Group's reference currency is the Euro, the income statements of those entities are converted into Euro using the average exchange rate for the period, and while revenues and margins are unchanged in local currency, changes in exchange rates may lead to effects on the converted balances of revenues, costs and the result in Euro.
The assets and liabilities of consolidated companies whose money of account is different from the Euro may acquire converted values in Euro which differ based on the fluctuation in exchange rates. The effects of these changes are recognized directly in the item Cumulative Translation Adjustments reserve, included in Other Comprehensive income.
There have been no substantial changes in first half 2019 in the nature or structure of exposure to currency risk or in the Group's hedging policies.
The sector in which the Group operates is very seasonal in nature. The year can be split into two collections (Spring/Summer and Fall/Winter), which more or less coincide with the first and second half. On the one hand, purchases and production are concentrated in the three months prior to the half-year in question, leading to an increase in inventory and, subsequently, the absorption of cash. On the other the wholesale and franchising sales are concentrated in the first three months of the half-year in question, transforming inventory into receivables. The same period sees the completion of payment of accounts payable. Receipts from customers and end consumers, on the other hand, are collected before the end of the half-year in question. These situations bring about very strong seasonal trends, also in the Group's financial cycle, which leads to peaks of absorption of financial resources in December to February and in June to August.
The Group manages liquidity risk by maintaining tight control over the various components of working capital, especially inventory and accounts receivable. The Group's credit risk hedging policies guarantee short-term collection of all accounts receivable, even those from customers in financial difficulty, eliminating almost entirely the risk of insolvency. In addition, the finished products remained in stores at the end of the season are then disposed of in a planned way in the outlets owned by the Group and through promotional sales to third parties.
The Group also has bank lines of credit in line with the strong balance sheet and which are also roomy compared to seasonal phenomena described above.
As at June 30, 2019 financial instruments are as follows:
| Notional value on 06-30-2019 |
Fair value on 06-30-2019 in EUR/thousand (debit) |
Fair value on 06-30-2019 in EUR/thousand (credit) |
|
|---|---|---|---|
| FX Forward buy agreements to hedge exch. rate risk | 146,799 | 2,370 | (430) |
| FX Forward sell agreements to hedge exch. rate risk | 119,751 | 711 | (1,183) |
| FX Currency Option agreem. to hedge exch. rate risk | 186,513 | - | (718) |
| Total financial assets/(liabilities) | 453,063 | 3,081 | (2,331) |
IFRS 7 requires financial instruments recognized in the statement of financial position at fair value to be classified on the basis of a hierarchy that reflects the significance of the inputs used in determining fair value.
The following levels are used in this hierarchy:
All the financial assets and liabilities measured at fair value at June 30, 2019 are classified on Level 2. In first half 2019 there were no transfers from Level 1 to Level 2 or to Level 3 or vice versa.
The Group holds the following derivatives to cover exchange rate fluctuations at June 30, 2019:
These agreements hedge future purchases and sales planned for the Fall/Winter 2019 and Spring/Summer 2020 seasons.
The fair value mentioned above agrees with the amount shown in the balance sheet. The fair value measurement of the derivatives being analyzed was carried out by means of independent valuation models on the basis of the following market data posted on June 30, 2019:
Pursuant to IAS 24, the Group's related parties are companies and people who are able to exercise control or significant influence and associated companies. Finally, are considered related parties the members of the Board of Directors, the Statutory Auditors and Executives with strategic roles of the Group and their families.
The Group has dealings with the ultimate parent company (LIR S.r.l.) and with third parties that are directly or indirectly linked by common interests to the majority shareholder. The commercial relations with these parties are based on the utmost transparency and normal market conditions.
The main effects on profit and loss of the transactions with these parties for first half 2019 and 2018 are summarized below:
| Total I half 2019 |
Parent company |
Affiliated company |
Total related parties |
Effect on Total (%) |
|
|---|---|---|---|---|---|
| Net sales | 399,442 | - | 178 | 178 | 0.04% |
| Cost of sales | (196,114) | - | 28 | 28 | (0.01%) |
| G&A | (165,137) | 28 | (21) | 7 | 0.00% |
| A&P | (12,987) | (82) | (1) | (83) | 0.64% |
| Net interest | (4,901) | (19) | (238) | (257) | 5.24% |
| Total I half 2018 |
Parent company |
Affiliated company |
Other related parties |
Total related parties |
Effect on Total (%) |
|
|---|---|---|---|---|---|---|
| Net sales | 414,081 | - | 138 | - | 138 | 0.03% |
| Cost of sales | (205,226) | - | 25 | - | 25 | (0.01%) |
| G&A | (161,589) | (145) | (2,941) | (4) | (3,090) | 1.91% |
| Net interest | (12,786) | (82) | (2) | - | (84) | 0.66% |
The main effects on financial statement of the transactions with these parties at June 30, 2019 and at December 31, 2018 are summarized below:
| Balance at June 30, 2019 |
Parent company |
Affiliated company |
Total of which related parties |
Effect on Total (%) |
|
|---|---|---|---|---|---|
| Accounts receivable | 148,582 | 30 | 208 | 238 | 0.16% |
| Other non-financial current assets | 28,468 | 1,892 | - | 1,892 | 6.65% |
| Long-term financial liabilities | 259,593 | 1,608 | 22,359 | 23,967 | 9.23% |
| Accounts payable | 205,540 | 92 | 29 | 121 | 0.06% |
| Short-term financial liabilities | 64,207 | 309 | 5,358 | 5,667 | 8.83% |
| Balance at Dec. 31, 2018 |
Parent company |
Affiliated company |
Total of which related parties |
Effect on Total (%) |
|
|---|---|---|---|---|---|
| Accounts receivable | 133,090 | 52 | 185 | 237 | 0.18% |
| Other non-financial current assets | 30,637 | 1,902 | - | 1,902 | 6.21% |
| Accounts payable | 236,027 | 155 | 1,322 | 1,477 | 0.63% |
***
None.
Biadene di Montebelluna, July 30, 2019
For the Board of Directors The Chairman Mr. Mario Moretti Polegato Attachment 1
Biadene di Montebelluna, July 30, 2019
The undersigned Matteo Carlo Maria Mascazzini, Chief Executive Officer of Geox S.p.A. and Livio Libralesso, Financial Reporting Manager of Geox S.p.A., attest, bearing in mind the provisions of art. 154 bis, paras. 3 and 4 of Legislative Decree 58 of February 24, 1998:
of the administrative and accounting procedures for preparing the consolidated financial statements during first half 2019.
They also confirm that the consolidated financial statements:
________________________ ___________________________ Matteo Carlo Maria Mascazzini Livio Libralesso
CEO Financial Reporting Manager
| Name | Location | Year | % held | ||
|---|---|---|---|---|---|
| Directly | Indirectly | Total | |||
| - Geox S.p.A. | Biadene di Montebelluna (TV), Italy | Dec. 31 | |||
| - Geox Deutschland Gmbh | Munich, Germany | Dec. 31 | 100% | 100% | |
| - Geox Respira SL | Barcelona, Spain | Dec. 31 | 100% | 100% | |
| - Geox Suisse SA | Lugano, Switzerland | Dec. 31 | 100% | 100% | |
| - Geox UK Ltd | London, U.K. | Dec. 31 | 100% | 100% | |
| - Geox Japan K.K. | Tokyo, Japan | Dec. 31 | 100% | 100% | |
| - Geox Canada Inc. | Mississauga, Canada | Dec. 31 | 100% | 100% | |
| - S&A Distribution Inc. | New York, Usa | Dec. 31 | 100% | 100% | |
| - Geox Holland B.V. | Breda, Netherlands | Dec. 31 | 100% | 100% | |
| - Geox Retail S.r.l. | Biadene di Montebelluna (TV), Italy | Dec. 31 | 100% | 100% | |
| - Geox Hungary Kft | Budapest, Hungary | Dec. 31 | 99,00% | 1,00% | 100% |
| - Geox Hellas S.A. | Athens, Greece | Dec. 31 | 100% | 100% | |
| - Geox Retail Slovakia Sro | Prievidza, Slovak Rep. | Dec. 31 | 100% | 100% | |
| - Geox France Sarl | Sallanches, France | Dec. 31 | 100% | 100% | |
| - S&A Retail Inc. | New York, Usa | Dec. 31 | 100% | 100% | |
| - Geox Asia Pacific Ltd | Hong Kong, China | Dec. 31 | 100% | 100% | |
| - XLog S.r.l. | Signoressa di Trevignano (TV), Italy | Dec. 31 | 100% | 100% | |
| - Geox Rus LLC | Moscow, Russian | Dec. 31 | 100% | 100% | |
| - Geox AT Gmbh | Wien, Austria | Dec. 31 | 100% | 100% | |
| - Geox Poland Sp. Z.o.o. | Warszawa, Poland | Dec. 31 | 100% | 100% | |
| - Geox Portugal S.U. LDA | Lisbon, Portugal | Dec. 31 | 100% | 100% | |
| - Technic Development D.O.O. Vranje | Vranje, Serbia | Dec. 31 | 100% | 100% | |
| - Geox Macau Ltd | Macau, China | Dec. 31 | 100% | 100% | |
| - Geox Trading Shangai Ltd | Shanghai, China | Dec. 31 | 100% | 100% | |
| - Dongguan Technic Footwear Apparel Design Ltd | Dongguan, China | Dec. 31 | 100% | 100% | |
| - Geox Turkey A.Ş. | Istanbul, Turkey | Dec. 31 | 100% | 100% | |
| - Technic Development Vietnam Company Ltd | Ho Chi Minh City, Vietnam | Dec. 31 | 100% | 100% |
Registered office Via Feltrina Centro, 16 31044 Biadene di Montebelluna (TV)
Legal data
Share Capital: Euro 25,920,733.1 i.v. Economic and Administrative Database no. 265360 Treviso Commercial Register and Taxpayer's Code no. 03348440268
Simone Maggi [email protected] ph. +39 0423 282476
Livio Libralesso General Manager – Corporate – CFO
www.geox.biz (investor relations section)
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