Quarterly Report • Nov 29, 2016
Quarterly Report
Open in ViewerOpens in native device viewer
INTERIM FINANCIAL REPORT OF THE PIQUADRO GROUP AS AT 30 SEPTEMBER 2016
PIQUADRO GROUP
| INTERIM REPORT ON OPERATIONS AS AT 30 SEPTEMBER 20166 CORPORATE BODIES HOLDING OFFICE AT 30 SEPTEMBER 20168 THE GROUP STRUCTURE9 INFORMATION ON OPERATIONS10 CONSOLIDATED STATEMENT OF FINANCIAL POSITION15 CONSOLIDATED NET FINANCIAL POSITION 16 OTHER INFORMATION17 CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2016 20 CONSOLIDATED STATEMENT OF FINANCIAL POSITION21 CONSOLIDATED INCOME STATEMENT23 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME24 STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 25 CONSOLIDATED CASH FLOW STATEMENT 26 NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 SEPTEMBER 2016 27 GENERAL INFORMATION28 BASIS OF PREPARATION OF CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS, THE GROUP STRUCTURE AND THE SCOPE OF CONSOLIDATION 29 COMMENT ON THE MAIN ITEMS IN THE STATEMENT OF FINANCIAL POSITION35 COMMENT ON THE MAIN INCOME STATEMENT ITEMS 43 OTHER INFORMATION46 |
INTERIM FINANCIAL REPORT OF THE PIQUADRO GROUP AS AT 30 SEPTEMBER 20161 |
|---|---|
| ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED |
|
|---|---|
| AND SUPPLEMENTED50 |
Piquadro S.p.A.
Registered office: località Sassuriano, 246-40041 Silla di Gaggio Montano (Province of Bologna - BO)
Authorised Share Capital as at the date of the approval of the Interim Financial Report as at 30 September 2016: Euro 1,093,998
Subscribed and paid-up share capital: Euro 1,000,000
Bologna Register of Companies, Fiscal Code and VAT no. 02554531208
| Silla di Gaggio Montano, località Sassuriano (BO) | Headquarters, logistics and Offices |
|---|---|
| Guangdong, The People's Republic of China | |
| (registered office of Uni Best Leather Goods Zhongshan Co. Ltd) | Production plant |
| Milan - Via della Spiga 33 (Piquadro S.p.A.) |
Point of sale |
| Milan - Linate Airport (Piquadro S.p.A.) |
Point of sale |
| Barcelona - Paseo de Gracia 11, Planta Baja (Piquadro España SLU) |
Point of sale |
| Rome - Galleria Colonna (Piquadro S.p.A.) |
Point of sale |
| Bologna - Piazza Maggiore 4/B (Piquadro S.p.A.) |
Point of sale |
| Barberino del Mugello (FI) – "Factory Outlet Centre" (Piquadro S.p.A.) |
Retail outlet |
| Fidenza (PR) - "Fidenza Village" (Piquadro S.p.A.) |
Retail outlet |
| Rome - Centro Commerciale Cinecittà (Piquadro S.p.A.) |
Point of sale |
| Rome - Galleria N. Commerciale di "Porta Roma"(Piquadro S.p.A.) |
Point of sale |
| Vicolungo (NO) - Parco Commerciale (Piquadro S.p.A.) |
Retail outlet |
| Rome - Euroma 2 (Piquadro S.p.A.) |
Point of sale |
| Valdichiana (AR) - "Valdichiana Outlet Village" (Piquadro S.p.A.) |
Retail outlet |
| Noventa di Piave (VE) - "Factory Outlet Centre" (Piquadro S.p.A.) |
Retail outlet |
| Rome - Fiumicino Airport (Piquadro S.p.A.) |
Point of sale |
| Milan - Via Dante 9 (Piquadro S.p.A.) |
Point of sale |
| Bologna - "G. Marconi" Airport (Piquadro S.p.A.) |
Point of sale |
| Taipei (Taiwan) - Eslite Dun Nan (Piquadro Taiwan Co. Ltd.) |
Point of sale |
| Taipei (Taiwan) - Xin Yin Shop (Piquadro Taiwan Co. Ltd.) |
Point of sale |
| Hong Kong - Kowloon – I Square Shopping Mall (Piquadro Hong Kong Co. Ltd.) |
Point of sale |
| Marcianise (CE) - c/o "Factory Outlet Centre" (Piquadro S.p.A.) |
Retail outlet |
| Agira (EN) - Sicilia Fashion Outlet Centre (Piquadro S.p.A.) |
Retail outlet |
| Rimini - Shopping Mall "Le Befane" (Piquadro S.p.A.) |
Point of sale |
| Milan – Corso Buenos Aires 10 (Piquadro S.p.A.) |
Point of sale |
| Kaohsiung City (Taiwan) - Shopping Mall "Dream Mall" (Piquadro Taiwan |
Co. Ltd) Point of sale |
| Assago (MI) – Shopping Mall "Milanofiori" (Piquadro S.p.A.) |
Point of sale |
| Pescara – Via Trento 10 (Piquadro S.p.A.) |
Point of sale |
| Mantova – Shopping Mall "Fashion District" (Piquadro S.p.A.) |
Retail outlet |
| Rozzano (MI) – Shopping Mall "Fiordaliso" (Piquadro S.p.A.) |
Point of sale |
| Rome – Via Frattina 149 (Piquadro S.p.A.) |
Point of sale |
| Mendrisio (Switzerland) – Fox Town Outlet Centre (Piquadro Swiss SA) |
Retail outlet |
| Barcelona (España) – El Corte Ingles, Placa Catalunya 14 (Piquadro España |
SLU) Point of sale |
| Verona – Piazza delle Erbe 10 (Piquadro S.p.A.) |
Point of sale |
| Milano - Malpensa Airport - Terminal 1 - Tulipano Area (Piquadro S.p.A.) |
Point of sale |
| Castelromano (RM) – "Factory Outlet Centre" (Piquadro S.p.A.) |
Retail outlet |
| Venice – Mercerie del Capitello 4940 (Piquadro S.p.A.) |
Point of sale |
| Turin – Via Roma 330/332 (Piquadro S.p.A.) |
Point of sale |
| Florence – Via Calimala 7/r (Piquadro S.p.A.) |
Point of sale |
| Forte dei Marmi (LU) – Via Mazzini 15/b (Piquadro S.p.A.) |
Point of sale |
Valencia (Spain) – El Corte Ingles, Calle Pintor Sorolla (Piquadro España SLU) Point of sale Tainan City (Taiwan) – Mitsukoshi (Piquadro Taiwan Co. Ltd.) Point of sale Barcelona (Spain) – El Corte Ingles Diagonal, Av. Diagonal (Piquadro España SLU) Point of sale London (United Kingdom) – Regent Street 67 (Piquadro UK Limited) Point of sale Castelguelfo (BO) - "The Style Outlets" (Piquadro S.p.A.) Retail outlet Tainan City (Taiwan) – Dream Mall Tainan (Piquadro Taiwan Co. Ltd.) Point of sale Hong Kong – Hong Kong Island – Sogo Causeway (Piquadro Hong Kong Co. Ltd.) Point of sale Taipei City (Taiwan) – Mitsukoshi Taipei Xinyi (Piquadro Taiwan Co. Ltd.) Point of sale Milan – Malpensa Airport (Piquadro S.p.A.) Point of sale
New York (USA) - New York Madison Avenue (Piquadro LLC) Point of sale
INTERIM REPORT ON OPERATIONS AS AT 30 SEPTEMBER 2016
The consolidated interim financial report as at 30 September 2016 (the "Report") was prepared in compliance with article 154-ter of Legislative Decree no. 58/1998, as amended, as well as with the Issuers' Regulation issued by Consob (Commissione Nazionale per le Società e la Borsa, Italian Securities and Exchange Commission).
This Interim report on operations, prepared by the Directors, relates to the attached consolidated condensed interim financial statements of Piquadro S.p.A. (hereinafter also referred to as the "Company" or the "Parent Company") and of its subsidiaries (hereinafter collectively referred to as the "Piquadro Group") relating to the half-year ended 30 September 2016. The financial statements were prepared in compliance with IAS/IFRS (International Accounting Standards and International Financial Reporting Standards) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and were prepared according to the provisions under IAS 34, "Interim financial reporting". The Interim report on operations must therefore be read together with the Financial Statements and the related Notes.
Except as otherwise indicated, the amounts entered in this Report are shown in thousands of Euro, in order to facilitate its reading and to improve its clarity.
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2019)
| Chairman and CEO |
|---|
| Managing director |
| Managing director |
| Managing director |
| Independent non-executive director |
| Independent non-executive director |
| Independent non-executive director |
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2019)
| Barbara Falcomer | Chairman |
|---|---|
| Paola Bonomo | |
| Catia Cesari |
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2019)
Catia Cesari Chairman Paola Bonomo Barbara Falcomer
LEAD INDEPENDENT DIRECTOR Paola Bonomo
(holding office for three years until the approval of the financial statements as at 31 March 2019)
Giuseppe Fredella
Pietro Michele Villa Chairman
Substitute members Giacomo Passaniti Maria Stefania Sala
Patrizia Lucia Maria Riva
(holding office for nine years until the approval of the financial statements as at 31 March 2025)
Deloitte & Touche S.p.A.
The chart below shows the structure of the Piquadro Group as at 30 September 2016:
No significant events occurred during the half-year ended 30 September 2016.
For information purposes, it is reported that on 26 July 2016 the Shareholders' Meeting of Piquadro S.p.A. approved the Financial Statements for the financial year ended 31 March 2016 and the distribution of a dividend of Euro 0.04 per share to the Shareholders, for a total amount of Euro 2 million. The dividend was paid starting from 3 August 2016 with coupon no. 9 being detached on 1 August 2016.
Furthermore, on the same date the Shareholders' Meeting renewed the authorisation of the Board of Directors to acquire and dispose of treasury shares, in compliance with the regulatory provisions and regulations in force, and it authorised the Board of Directors to acquire the maximum number of treasury shares permitted by law, for a period of 12 months from the date of authorisation – that is until the Shareholders' Meeting which will approve the financial statements as at 31 March 2017.
Furthermore, the Shareholders' Meeting authorised the Board of Directors to sell any treasury shares acquired, in one or more transactions, for the consideration set by the Board, at a minimum of not less, by 20%, than the reference price that the share recorded in the Stock Exchange session of the day preceding each individual transaction.
On the same date, the Shareholders' Meeting approved the Report on Remuneration illustrating the Company Policy concerning the remuneration of Company Directors, the members of the Board of Statutory Auditors and executives with strategic responsibilities.
In the first six months of the 2016/2017 financial year the Group reported an improved sales performance compared to the same period in the 2015/2016 financial year.
In the half-year ended 30 September 2016, the Piquadro Group reported net sales revenues equal to Euro 34,202 thousand (+3.1%) compared to Euro 33,182 thousand reported in the corresponding period in the 2015/2016 financial year. In the half-year ended 30 September 2016, sales volumes, in terms of quantities sold in the relevant period, showed a decrease of 0.9% compared to the same period in the 2015/2016 financial year.
In the half-year ended 30 September 2016, the Piquadro Group reported, in terms of profitability, EBITDA1 equal to about Euro 5.5 million (with the net sales revenues accounting for 16.1%), showing an increase of 19.4% compared to the value recorded in the first half-year of the 2015/2016 financial year (Euro 4.6 million, equal to 13.9% of net sales revenues).
The Group's EBIT2 came to Euro 4.0 million (equal to 11.8% of net sales revenues), up by 20.9% compared to the half-year ended 30 September 2015 (Euro 3.3 million, equal to 10.1% of net sales revenues).
As at 30 September 2016 the Group net profit was equal to Euro 2,657 thousand, up by 18.0% compared to the same period in the previous financial year (equal to Euro 2,252 thousand at 30 September 2015).
The half-year saw the transfer of the point of sale located at Rue Saint Honoré in Paris, the only store operated by the French subsidiary Piquadro France SARL. This transfer entailed a Key Money capital gain amounting to about Euro 1,470 thousand. The net result from discontinued operations concerning the operation of this point of sale was not stated separately as a "discontinued operation" according to IFRS 5, as this point of sale was not a key independent business unit. In this regard, it should be noted that this point of sale achieved sales of Euro 52 thousand in this half-year (Euro 142 thousand during the previous half-year). This point of sale generated operating costs of Euro 150 thousand during the half-year ended 30 September 2016 (Euro 137 thousand during the half-year ended 30 September 2015) and Euro 299 thousand of amortisation, depreciation and write-off – of which Euro 223
1 - EBITDA (which is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortisation, or Gross Operating Margin) is an economic indicator that is not defined by the International Accounting Standards. EBITDA is a unit of measurement utilised by the Management to monitor and assess the Group's operational performance. The Management believes that EBITDA is an important parameter for the measurement of the Group's performance, as it is not affected by the volatility due to the effects of the various criteria for the determination of taxable income, by the amount and characteristics of the capital employed, as well as by the amortisation and depreciation policies. EBITDA is defined as the Earnings for the period before depreciation of property, plant and equipment and amortisation of intangible assets, and related write-downs, financial income and costs and the income taxes for the period.
2 – Operating Result (EBIT – Earnings Before Interest and Taxes) is the Earnings for the period before financial income and costs and income taxes.
thousand for write-downs concerning assets not recovered from the closure of the point of sale and Euro 119 thousand of amortisation and depreciation during the half-year ended 30 September 2015.
As at 30 September 2016 the Piquadro Group recorded net sales revenues equal to Euro 34,202 thousand, an increase of 3.1% compared to the half-year ended 30 September 2015.
The growth in net sales revenues would have been higher if there had been no delays in the delivery of part of the product collections, estimated at about 3.0% of revenues, due to the bankruptcy of a South Korean transport company. However, the goods had been delivered as at the reporting date of these statements.
Below is reported the breakdown of revenues by distribution channel and geographical area.
While not considering non-recurring items, which are made up of the sales of Euro 52 thousand achieved by Piquadro France during the first 2016/2017 half-year, the Group's net sales revenues came to Euro 34.1 million, up by 2.9% compared to 30 September 2015.
Piquadro products are sold through a network of specialist stores that are able to enhance the prestige of the Piquadro brand. For this purpose, the Group makes use of a distribution network focused on two channels:
| Sales channel (in thousands of Euro) |
Net revenues as at 30 September 2016 |
% | Net revenues as at 30 September 2015 |
% | % change 2016/2015 |
|---|---|---|---|---|---|
| DOS | 12,699 | 37.1% | 10,897 | 32.8% | 16.5% |
| Wholesale | 21,503 | 62.9% | 22,285 | 67.2% | (3.5%) |
| Total | 34,202 | 100.0% | 33,182 | 100.0% | 3.1% |
The table below reports the breakdown of net consolidated revenues by distribution channel:
The strategy planned by the Group is aimed at also developing sales activities through the DOS shops in view of the capacity to maximise the prestige of the Piquadro brand, in addition allowing distribution to be controlled more directly and greater attention to be paid to satisfying the end consumer.
The revenues reported by the DOS channel showed an increase of 16.5% compared to the same period in the 2015/2016 year; this increase was determined both by the increase in the quantities sold in the already existing shops in the previous year and by the opening of eight new shops (5 of which in Russia, 2 in Italy and 1 in Spain), net of closures of five shops (2 of which in Taiwan, one in Italy, 1 in Hong Kong and 1 in France). The DOS channel also included turnover generated from the e-commerce website of the Group, which showed an increase of 37.2%. Assuming that the perimeter remained unchanged and then deducted the sales recorded by the shops which were not present in the previous financial year, the sales revenues reported by the DOS channel recorded an increase of about 2.3% (assuming an equal number of days of opening and constant rates of exchange the Same Store Sales Growth - SSSG - recorded an increase equal to about 3.4%).
Sales reported by the Wholesale channel, which as at 30 September 2016 represented 62.9% of the Group's total turnover, showed a decrease of 3.5% compared to the 2015/2016 financial year. This decrease was mainly due to the sales on the domestic market (-7.5% against the same period of the previous financial year). Sales reported by the Wholesale channel in Europe showed an increase of 8.2%, due to the sales on the Russian market (+49.2% compared to 30 September 2015) and in Germany (+33.5% against the same period of the previous financial year). As at 30 September 2016 the Wholesale channel in the foreign market (which includes Europe and the non-European geographical area named "Rest of the World") accounted for 15.5% of the consolidated turnover (14.4% as at 30 September 2015). On the contrary, sales reported by the Wholesale channel in the domestic market accounted for 47.4% of the consolidated turnover (52.8% as at 30 September 2015), down by 7.5% due to the termination of some relationships with foreign customers.
| Geographical area | Net revenues | % | Net revenues | % | % change |
|---|---|---|---|---|---|
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 | 2016/2015 | ||
| Italy | 25,709 | 75.2% | 25,945 | 78.2% | (0.9%) |
| Europe | 6,427 | 18.8% | 5,161 | 15.6% | 24.5% |
| Rest of the world |
2,066 | 6.0% | 2,077 | 6.3% | (0.6%) |
| Total | 34,202 | 100.0% | 33,182 | 100.0% | 3.1% |
The table below reports the breakdown of net revenues by geographical area:
From a geographical point of view, the Group's revenues as at 30 September 2016 showed a 0.9% decrease in the sales in the domestic market, which still accounts for a high percentage of the Group's total turnover equal to 75.2%. On the contrary, in the European market, the Group recorded a turnover of about Euro 6.4 million, up by 24.5% compared to the same period in the 2015/2016 year, mainly due to an increased in wholesale orders relating to the Russian market and to the opening of 6 new DOS, of which 5 in Russia and 1 in Spain. In the non-European geographical area turnover was in line with the same period in the 2015/2016 financial year.
In the opinion of the Management, the increase in the operating result, compared to the previous half-year, was attributable to the combined effect of the following main factors:
Below are reported the Group's main economic-financial indicators as at 30 September 2016 and 30 September 2015:
| Economic and financial indicators (in thousands of Euro) |
30/09/2016 | 30/09/2015 |
|---|---|---|
| Revenues from sales | 34,202 | 33,182 |
| EBITDA | 5,513 | 4,617 |
| EBIT | 4,039 | 3,340 |
| Result before tax | 4,097 | 3,454 |
| Group's profit for the period | 2,657 | 2,252 |
| Amortisation and depreciation, provisions and write-downs | 1,744 | 1,444 |
| Cash generation (Group net profit, amortisation and depreciation, write-downs) | 4,401 | 3,696 |
Below are reported the main financial indicators compared to the consolidated financial statements at 30 September 2016:
| Financial indicators (in thousands of Euro) |
30/09/2016 | 30/09/2015 |
|---|---|---|
| Net Financial Position3 | (5,343) | (13,943) |
| Shareholders' Equity | 37,201 | 35,312 |
3 The Net Financial Position ("NFP") utilised as a financial indicator of borrowing, is represented as the sum of the following positive and negative components of the Statement of Financial Position, as required by CONSOB Notice no. 6064293 of 28 July 2006. Positive components: cash and cash equivalents, liquid securities under current assets, short-term financial receivables. Negative components: payables to banks, payables to other lenders, leasing and factoring Companies..
EBITDA for the period came to Euro 5,513 thousand, against Euro 4,617 thousand recorded in the same period ended 30 September 2015 and as at 30 September 2016 it accounted for 16.1% of consolidated revenues (13.9% in the half-year ended 30 September 2015).
Below is a restatement of the income statement data aimed at showing the performance of the operating profitability ratio of EBITDA:
| Financial indicators (in thousands of Euro) |
30/09/2016 | 30/09/2015 |
|---|---|---|
| Operating result | 4,039 | 3,340 |
| Amortisation, depreciation and write-downs | 1,473 | 1,277 |
| EBITDA | 5,513 | 4,617 |
| Non-recurring EBITDA | 1,387 | 0 |
| Recurring EBITDA4 | 4,126 | 4,617 |
Non-recurring EBITDA for the 2016/2017 financial year included the capital gain of Euro 1.5 million realised from the transfer of the DOS located at Rue Saint Honoré in Paris, which took place on 26 July 2016. Non-recurring EBITDA also included revenues achieved and the costs incurred by Piquadro France SARL during the first 2016/2017 half-year. While not considering non-recurring items, the Group's EBITDA came to Euro 4.1 million, down by 10.6% compared to 30 September 2015.
In the half-year ended 30 September 2016 the Group's amortisation and depreciation were equal to Euro 1,220 thousand and were broken down as follows: Euro 925 thousand relating to property, plant and equipment (connected to the depreciation of the building where the Company operates for Euro 97 thousand, of plant and equipment for Euro 38 thousand, of business equipment, including automated warehouse and fittings for shops, for Euro 778 thousand and other assets for Euro 3 thousand) and Euro 295 thousand relating to intangible assets (of which Euro 82 thousand for software, Euro 2 thousand for patent rights, Euro 16 thousand for trademarks, Euro 195 thousand for key money of some shops).
Write-downs for the period, equal to Euro 223 thousand, related to the residual assets of the store located at Rue Saint Honoré in Paris, which were written down as they were no longer usable.
As at 30 September 2016 EBIT came to Euro 4,039 thousand, equal to 11.8% of net sales revenues, up by 21% compared to the value recorded in the half-year ended 30 September 2015 (equal to 10.1% of net sales revenues) While not considering non-recurring items, the Group's EBIT came to Euro 3 million, down by 11.6% compared to 30 September 2015.
The result from financial operations as at 30 September 2016, which was positive for a value equal to about Euro 58 thousand, was attributable to the net financial debt dynamics, in addition to the differential between foreign exchange gains and losses.
The net result recorded by the Group in the half-year ended 30 September 2016 came to Euro 2,657 thousand (up by 18.0% compared to the value of Euro 2,252 thousand recorded in the half-year ended 30 September 2015) and was affected by income taxes, including the effects of deferred taxation, equal to Euro 1,440 thousand.
Investments in intangible assets, property, plant and equipment and financial assets in the half-years ended 30 September 2016 and 30 September 2015 were equal to Euro 844 thousand and to Euro 1,059 thousand, respectively, as reported below:
(in thousands of Euro) 30 September 2016 30 September 2015
4 Recurring EBITDA is made up of the operating result, including Amortisation and Depreciation, as well as Provisions and Write-downs, from which must be deducted operating revenues and costs which, although they concerned the business, were non-recurring and significantly affected the results. Recurring EBITDA, defined in this manner, is a unit of measurement utilised by the Group's Management to monitor and assess the Group's operational performance. Recurring EBITDA is not identified as an accounting measure under IFRS: therefore, it must not be considered as an alternative measure for the assessment of the performance of the Group's Operating Result. As the composition of Recurring EBITDA is not regulated by the relevant accounting standards, the Group's accounting policy could not be consistent with that adopted by other companies and, therefore, it could not be comparable.
| Investments | ||
|---|---|---|
| Intangible assets | 262 | 95 |
| Property, plant and equipment | 582 | 964 |
| Non-current financial assets | 0 | 0 |
| Total | 844 | 1,059 |
Increases in intangible assets, equal to Euro 262 thousand in the half-year ended 30 September 2016, mainly related to investments in software and IT products for Euro 183 thousand.
Increases in property, plant and equipment, equal to Euro 582 thousand in the in the half-year ended 30 September 2016, were mainly attributable to plant and machinery for Euro 51 thousand and to industrial and business equipment for Euro 523 thousand (the latter related to fittings purchased for DOS opened and being opened for Euro 295 thousand, other fittings of the Parent Company for Euro 150 thousand, electric and electronic office machines for Euro 41 thousand, sundry equipment for Euro 33 thousand and minor assets for Euro 4 thousand).
Below is summarised the Group's consolidated statement of financial position as at 30 September 2016 (compared to the corresponding statement as at 31 March 2016 and 30 September 2015):
| (in thousands of Euro) | 30 September 2016 |
31 March 2016 |
30 September 2015 |
|---|---|---|---|
| Trade receivables | 26,351 | 23,801 | 28,647 |
| Inventories | 14,857 | 16,344 | 18,192 |
| (Trade payables) | (10,878) | (12,521) | (13,700) |
| Total net current trade assets | 30,330 | 27,624 | 33,139 |
| Other current assets | 2,219 | 1,893 | 1,997 |
| Tax receivables | 395 | 328 | 66 |
| (Other current liabilities) | (3,894) | (3,078) | (2,791) |
| (Tax payables) | (1,826) | (458) | (662) |
| A) Working capital | 27,224 | 26,309 | 31,749 |
| Intangible assets | 2,496 | 4,107 | 4,356 |
| Property, plant and equipment | 12,076 | 12,618 | 12,536 |
| Receivables from others beyond 12 months | 598 | 700 | 706 |
| Deferred tax assets | 1,183 | 1,182 | 1,250 |
| B) Fixed assets | 16,353 | 18,608 | 18,848 |
| C) Non-current provisions and non-financial liabilities |
(1,033) | (1,378) | (1,342) |
| Net invested capital (A+B+C) | 42,544 | 43,539 | 49,255 |
| FINANCED BY: | |||
| D) Net financial debt | 5,343 | 6,749 | 13,943 |
| E) Equity attributable to Minority interests | (129) | (105) | (79) |
| F) Equity attributable to the Group | 37,330 | 36,895 | 35,391 |
| Total borrowings and Shareholders' Equity (D+E+F) |
42,544 | 43,539 | 49,255 |
The table below reports the breakdown of the Net Financial Position, which includes the net financial debt calculated according to the criteria set out in the ESMA (based on the schedule provided for in CONSOB Communication no. 6064293 of 28 July 2006):
| (in thousands of Euro) | 30/09/2016 | 31/03/2016 | 30/09/2015 |
|---|---|---|---|
| (A) Cash | 98 | 93 | 104 |
| (B) Other cash and cash equivalents (available current bank accounts) | 9,412 | 10,121 | 6,045 |
| (C) Liquidity (A) + (B) | 9,510 | 10,214 | 6,149 |
| (D) Finance leases | (593) | (606) | (579) |
| (E) Current bank debt | 0 | 0 | 0 |
| (F) Current portion of non-current debt |
(8,373) | (7,881) | (12,568) |
| (G) Current financial debt (D) + (E) + (F) | (8,966) | (8,487) | (13,147) |
| (H) Short-term net financial position (C) + (G) |
544 | 1,727 | (6,998) |
| (I) Non-current bank debt | (4,754) | (7,046) | (5,173) |
| (L) Finance leases | (1,133) | (1,431) | (1,772) |
| (M) Non-current financial debt (I) + (L) | (5,887) | (8,476) | (6,945) |
| (N) Net Financial Position (H) + (M) | (5,343) | (6,749) | (13,943) |
As at 30 September 2016 the consolidated net financial position posted a negative value of about Euro 5.3 million. The main reasons for the trend in the net financial position, compared to 31 March 2016, are attributable to the following factors:
The consolidated net financial position at 30 September 2016, compared to the value posted as at 30 September 2015, equal to Euro 13.9 million, showed a decrease of about Euro 8.6 million, as a result of the amount collected in relation to the transfer of the store located in Paris as reported above, as well as of a sharp improvement in working capital (equal to Euro 4.5 million), of the free cash flow of Euro 3.0 million, net of dividends paid by the Parent Company.
The products that the Group offers are conceived, manufactured and distributed according to the guidelines of an organisational model whose feature is that it monitors all the most critical phases of the chain, from conception and manufacturing to subsequent distribution. This entails great care with the correct management of human resources, which, while respecting the different local environments in which the Group operates, must necessarily lead to intense personal involvement, above all in what the Group considers the strategic phases for the success of the brand.
As at 30 September 2016 the Group had 745 units, compared to 739 units as at 30 September 2015. Below is reported the breakdown of staff by Country:
| Country | 30 September 2016 | 30 September 2015 |
|---|---|---|
| Italy | 327 | 255 |
| China | 329 | 413 |
| Hong Kong | 7 | 11 |
| Germany | 1 | 2 |
| Spain | 22 | 17 |
| Taiwan | 21 | 24 |
| France | 0 | 4 |
| Switzerland | 4 | 5 |
| United Kingdom | 6 | 5 |
| USA | 3 | 3 |
| Russia | 25 | 0 |
| Total | 745 | 739 |
With reference to the Group's organisational structure, as at 30 September 2016, 35.7% of staff operated in the production area, 38.0% in the retail area, 15.3% in the support functions (Administration, IT Systems, Purchasing, Quality, Human Resources, etc.), 6.8% in the Research and Development area and 4.2% in the Wholesale area.
The Piquadro Group's Research and Development activity is carried out by the Parent Company in house through a dedicated team that currently consists of 12 persons, mainly engaged in the product research and development department and the style office at the head office of the Company. Furthermore, the plants of the Chinese subsidiary employ a team of 28 people dedicated to prototyping and the implementation of new models according to the instructions defined by the central organisation. Products are conceived within the Group and occasionally in collaboration with outside industrial designers, taking account of the information regarding market trends supplied by the Group's internal departments (Product Management and Sales Departments). In this manner, the Group develops its collections trying to meet the needs of end customers that are not yet satisfied by the market. The internal unit dedicated to the design of products manages operating activities and also coordinates the external consultants of which the Company makes use. In some cases, in fact, the Group only uses external designers for the product design phase, while the development and implementation phase is carried out in house.
The Company is not subject to direction and coordination activities pursuant to Article 2497 and ff. of the Italian Civil Code. In fact, although under Article 2497-sexies of the Italian Civil Code "it is presumed, unless there is evidence to the contrary, that the activity of direction and coordination of companies is carried out by the company or entity that is required to consolidate their financial statements or that controls them in any way pursuant to Article 2359", neither Piqubo S.p.A. nor Piquadro Holding S.p.A., i.e. the companies controlling Piquadro S.p.A., carries out direction and coordination activities in relation to the Company, in that (i) they do not give instructions to their subsidiary; and (ii) there is no significant organisational/functional connection between these companies and Piquadro S.p.A.
In addition to directly carrying out operating activities, Piquadro S.p.A., in its turn, also carries out direction and coordination activities in relation to the companies it controls, pursuant to Articles 2497 and ff. of the Italian Civil Code.
In compliance with the Consob Regulation on Related Parties, on 18 November 2010 the Board of Directors adopted the "Regulation governing transactions with Related Parties". This document is available on the website of Piquadro, www.piquadro.com, in the Section on Investor Relations.
With reference to the "Requirements for listing of shares of companies controlling companies established and regulated by the law of States not belonging to the European Union" ("Condizioni per la quotazione di azioni di società controllanti società costituite e regolate dalla legge di Stati non appartenenti all'Unione Europea") under Article 36 of the Markets' Regulation, the Piquadro Group declares that the only Group company as of today that meets the significance requirements under title VI, chapter II, of the Issuers' Regulation, established and regulated by the law of States not belonging to the European Union, is the subsidiary Uni Best Leather Goods Zhongshan Co. Ltd.
Specifically, the Parent Company certifies that, with regard to said subsidiaries:
On 10 November 2016 Piquadro S.p.A. entered into an agreement for the acquisition ("Acquisition Agreement") of Il Ponte Pelletteria S.p.A. ("Company"), a Florence-based company that is wholly owned by Il Ponte S.p.A. ("Il Ponte"), which is the holder of the luxury brand named The Bridge.
From the financial statements at 31 December 2015 it results that Il Ponte Pelletteria achieved sales of products equal to about Euro 22.2 million, negative EBITDA of about Euro 0.6 million, a net loss of Euro about 2.6 million and a negative Net Financial Position of about Euro 8.5 million.
The contract, which is a binding but conditional Acquisition Agreement, as detailed below, provides, among other things, for:
The purchase price of the Equity Investments was set at Euro 3,175,000 (to be paid out in two tranches amounting to Euro 1,675,000 and Euro 1,500,000, by using the net worth that is already available) subject to adjustments on the basis of the Company's net financial debt as at the Closing date of the Acquisition Agreement.
The closing of the purchase and sale transaction is conditional on the fulfilment of some conditions precedent, including, in particular:
which has (a) impaired or endangered, in a significant manner, the Company's business or has made it excessively difficult and/or burdensome, as conducted until the date of execution of the Acquisition Agreement and/or (b) entailed a considerable deterioration of the Company's results of operations;
The Company's net financial debt as at the date of execution of the Acquisition Agreement, as calculated by applying certain criteria agreed between the parties, is not higher than Euro 9,500,000.
The seller will be required to make such representations and warranties as are customary in similar transactions.
As regards the Option Contract:
The Put Option may be exercised by Il Ponte in the following manners:
The Call Option may be exercised by Piquadro in the event that the Put Option has not been exercised by Il Ponte and shall be exercised between 2 April 2023 and 31 May 2023.
The price, subject to adjustments, to be paid by Piquadro to Il Ponte in the case of the exercise of the First Put Option, will be equal to an amount of between Euro 1,750,000 and Euro 3,150,000, based on the sales (to be calculated as agreed between the parties) reported by Il Ponte Pelletteria in the financial year ended 31 December 2020.
To this amount must be added, if required, an amount of between Euro 750,000 and Euro 1,350,000, based on EBITDA (to be calculated as agreed between the parties) reported by Il Ponte Pelletteria, resulting from the financial statements at 31 December 2020.
The price, subject to adjustments, to be paid by Piquadro to Il Ponte in the case of the exercise of the Second Put Option or of the Call Option, will be equal to the fair value of the Optioned Shares, to be calculated according to the terms and conditions and in the manners laid down in the Option Contract.
This price is subject to adjustments on the basis of the Company's accounting equity and net financial debt as at the date of execution of the Acquisition Agreement.
The Closing date of the Transaction is expected to fall within 31 December 2016.
The development of the Piquadro Group in the 2016/017 financial year will be determined by the capacity to further grow in terms of revenues from the point of view of both the DOS, thus maintaining an improving the store performance, and the Wholesale channel, above all at an international level. The Management expects that in the 2016/2017 financial year the Group may record growth rates that will be higher than those already recorded in the half-year ended 30 September 2016. The Management expect, even if in a volatile market, to be able to benefit from increased gross margins, as a result of reduced production costs. At the same time, the working capital management will be strengthened in order to improve the Group's cash flow on an ongoing basis.
Silla di Gaggio Montano (BO), 24 November 2016 FOR THE BOARD OF DIRECTORS
THE CHAIRMAN (Marco Palmieri)
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2016
| (in thousands of Euro) | Notes | 30 September 2016 | 31 March 2016 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Intangible assets | (1) | 2,496 | 4,107 |
| Property, plant and equipment | (2) | 12,076 | 12,618 |
| Receivables from others | (3) | 598 | 700 |
| Deferred tax assets | (4) | 1,183 | 1,182 |
| TOTAL NON-CURRENT ASSETS |
16,353 | 18,607 | |
| CURRENT ASSETS | |||
| Inventories | (5) | 14,857 | 16,344 |
| Trade receivables | (6) | 26,351 | 23,801 |
| Other current assets | (7) | 2,219 | 1,823 |
| Derivative assets | (8) | 17 | 70 |
| Tax receivables | (9) | 395 | 328 |
| Cash and cash equivalents | (10) | 9,510 | 10,214 |
| TOTAL CURRENT ASSETS |
53,349 | 52,581 | |
| TOTAL ASSETS |
69,702 | 71,188 |
| (in thousands of Euro) | Notes | 30 September 2016 | 31 March 2016 |
|---|---|---|---|
| LIABILITIES | |||
| EQUITY | |||
| Share Capital | 1,000 | 1,000 | |
| Share premium reserve | 1,000 | 1,000 | |
| Other reserves | 498 | 737 | |
| Retained earnings | 32,158 | 30,212 | |
| Group profit for the period | 2,674 | 3,946 | |
| TOTAL EQUITY ATTRIBUTABLE TO THE GROUP |
37,330 | 36,895 | |
| Capital and reserves attributable to minority interests |
(112) | (37) | |
| Profit/(loss) for the period attributable to minority interests | (17) | (68) | |
| TOTAL EQUITY ATTRIBUTABLE TO MINORITY |
(129) | (105) | |
| INTERESTS | |||
| TOTAL EQUITY |
(11) | 37,201 | 36,790 |
| NON-CURRENT LIABILITIES | |||
| Borrowings | (12) | 4,754 | 7,046 |
| Payables to other lenders for lease agreements | (13) | 1,133 | 1,431 |
| Provision for employee benefits | (14) | 318 | 291 |
| Provisions for risks and charges | (15) | 714 | 1,087 |
| Deferred tax liabilities | 0 | 0 | |
| TOTAL NON-CURRENT LIABILITIES |
6,920 | 9,854 | |
| CURRENT LIABILITIES | |||
| Borrowings | (16) | 8,356 | 7,881 |
| Payables to other lenders for lease agreements | (17) | 593 | 606 |
| Derivative liabilities | (18) | 33 | 0 |
| Trade payables | (19) | 10,878 | 12,521 |
| Other current liabilities | (20) | 3,894 | 3,078 |
| Tax payables | (21) | 1,826 | 458 |
| TOTAL CURRENT LIABILITIES |
25,581 | 24,544 | |
| TOTAL LIABILITIES |
32,501 | 34,398 | |
| TOTAL EQUITY AND LIABILITIES |
69,702 | 71,188 |
| (in thousands of Euro) | Notes | 30 September 2016 | 30 September 2015 |
|---|---|---|---|
| REVENUES | |||
| Revenues from sales | (22) | 34,202 | 33,182 |
| Other income | (23) | 1,812 | 440 |
| TOTAL REVENUES (A) |
36,014 | 33,622 | |
| OPERATING COSTS | |||
| Change in inventories | (24) | 1,527 | (2,403) |
| Costs for purchases | (25) | 6,986 | 7,266 |
| Costs for services and leases and rentals | (26) | 13,984 | 16,373 |
| Personnel costs | (27) | 7,681 | 7,490 |
| Amortisation, depreciation and write-downs | (28) | 1,744 | 1,444 |
| Other operating costs | (29) | 53 | 112 |
| TOTAL OPERATING COSTS (B) | 31,975 | 30,282 | |
| OPERATING PROFIT (A-B) | 4,039 | 3,340 | |
| FINANCIAL INCOME AND COSTS | |||
| Financial income | (30) | 388 | 849 |
| Financial costs | (31) | (330) | (735) |
| TOTAL FINANCIAL INCOME AND COSTS | 58 | 114 | |
| RESULT BEFORE TAX |
4,097 | 3,454 | |
| Income tax | (32) | (1,440) | (1,202) |
| PROFIT FOR THE PERIOD | 2,657 | 2,252 | |
| attributable to: | |||
| EQUITY HOLDERS OF THE COMPANY | 2,674 | 2,294 | |
| MINORITY INTERESTS | (17) | (42) | |
| (Basic) Earnings per share in Euro | (33) | 0.053 | 0.045 |
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| Profit for the period (A) | 2,657 | 2,252 |
| Components that can be reclassified through profit or loss | ||
| Profit/(Loss) arising from the translation of financial statements of foreign companies |
(211) | (434) |
| Profit/(Loss) on cash flow hedge instruments | (12) | 50 |
| Components that cannot be reclassified through profit or loss | ||
| Actuarial gain (losses) on defined-benefit plans | (22) | 33 |
| Total Profits recognised in equity (B) |
(245) | (351) |
| Total comprehensive Income for the period (A) + (B) |
2,412 | 1,901 |
| Attributable to | ||
| - Group |
2,435 | 1,940 |
| - Minority interests |
(23) | (39) |
| Description | Other reserves | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium reserve |
Translation reserve |
Fair value reserve |
Reserve for Employee Benefits |
Other reserves |
Total Other Reserves |
Retained earnings |
Group profit |
Equity attributable to the Group |
Capital and Reserves attributable to minority interests |
Profit/ (Loss) attributable to minority interests |
Total Equity attributable to the Group and minority interests |
|
| Balances as at 31.03.2015 | 1,000 | 1,000 | 796 | 0 | (54) | 497 | 1,239 | 28,093 | 4,119 | 35,451 | 0 | (40) | 35,411 |
| Profit for the period Other comprehensive result as at 31 March 2015: |
0 | 2,294 | 2,294 | (42) | 2,252 | ||||||||
| - Exchange differences from translation of financial statements in foreign currency - Reserve for actuarial gains (losses) on defined-benefit plans - Fair value of financial instruments |
(437) | 50 | 33 | (437) 33 50 |
(437) 33 50 |
3 | (434) 33 50 |
||||||
| Comprehensive Income for the period | 0 | 0 | (437) | 50 | 33 | 0 (354) |
0 | 2,294 | 1,940 | 3 | (42) | 1,901 | |
| Distribution of dividends to shareholders Allocation of the result for the year at 31 March 2015 to reserves |
(2,000) 2,119 (2,119) |
(2,000) 0 |
(40) | 40 | (2,000) 0 |
||||||||
| Fair value of Stock Option Plans | 0 | 0 | 0 | ||||||||||
| Balances as at 30.09.2015 | 1,000 | 1,000 | 359 | 50 | (21) | 497 | 885 | 30,212 | 2,294 | 35,391 | (37) | (42) | 35,312 |
| Description | Other reserves |
| Share capital |
Share premium reserve |
Translation reserve |
Fair value reserve |
Reserve for Employee Benefits |
Other reserves |
Total Other Reserves |
Retained earnings |
Group profit |
Equity attributable to the Group |
Capital and Reserves attributable to minority interests |
Profit/ (Loss) attributable to minority interests |
Total Equity attributable to the Group and minority interests |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances as at 31.03.2016 | 1,000 | 1,000 | 234 | 51 (45) |
597 | 737 | 30,212 | 3,946 | 36,895 | (37) | (68) | 36,790 | |
| Profit for the period | 0 | 2,674 | 2,674 | (17) | 2,657 | ||||||||
| Other comprehensive result as at 31 March 2016: | |||||||||||||
| - Exchange differences from translation of financial statements in foreign currency | (205) | (205) | (205) | (6) | (211) | ||||||||
| - Reserve for actuarial gains (losses) on defined-benefit plans | (22) | (22) | (22) | (22) | |||||||||
| - Fair value of financial instruments | (12) | (12) | (12) | (12) | |||||||||
| Comprehensive Income for the period | 0 | 0 (205) |
(12) | (22) | 0 (239) |
0 | 2,674 | 2,435 | (6) | (17) | 2,412 | ||
| Distribution of dividends to shareholders | (2,000) | (2,000) | (2,000) | ||||||||||
| Allocation of the result for the year at 31 March 2016 to reserves | 1,946 (1,946) | 0 (68) |
(68) | 0 | |||||||||
| Fair value of Stock Option Plans | 0 | 0 | 0 | ||||||||||
| Balances as at 30.09.2016 | 1,000 | 1,000 | 29 | 39 (67) |
497 | 498 | 32,158 | 2,674 | 37,330 | (112) | (17) | 37,201 |
| (in thousands of Euro) | 30 September 2016 |
31 March 2016 |
|---|---|---|
| Profit before tax | 4,097 | 5,842 |
| Adjustments for: | ||
| Depreciation of property, plant and equipment/Amortisation of intangible assets | 1,250 | 2,472 |
| Write-downs of property, plant and equipment and intangible assets | 223 | 173 |
| Provision for bad debts |
270 | 269 |
| Adjustment to the provision for employee benefits | 0 | 0 |
| Net financial costs/(income), including foreign exchange differences | (58) | (127) |
| Cash flow from operating activities before changes in working capital | 5,782 | 8,629 |
| Change in trade receivables (including the provision) | (2,820) | (885) |
| Change in inventories | 1,488 | (382) |
| Change in other current assets | (295) | (303) |
| Change in trade payables | (1,643) | (1,136) |
| Change in provisions for risks and charges | (309) | 207 |
| Change in other current liabilities | 816 | (189) |
| Change in tax receivables/payables | 1,301 | 874 |
| Cash flow from operating activities after changes in working capital | 4,320 | 6,816 |
| Taxes paid | (1,477) | (1,975) |
| Interest paid | 58 | 383 |
| Cash flow generated from operating activities (A) | 2,901 | 5,224 |
| Investments in and disinvestments from intangible assets | (262) | (225) |
| Disinvestment for the sale of the Saint Honoré store |
1,530 | 0 |
| Investments in and disinvestments from property, plant and equipment | (578) | (2,185) |
| Investments in and disinvestments from non-current financial assets | 0 | 0 |
| Changes generated from investing activities (B) | 689 | (2,410) |
| Financing activities | ||
| Change in long-term financial receivables | 0 | 0 |
| Change in short-and medium/long-term borrowings | (1,816) | (2,307) |
| Changes in financial instruments | 53 | (70) |
| Lease instalments paid | (310) | (700) |
| Change in the translation reserve | (205) | (562) |
| Other minor changes | (17) | 334 |
| Dividends paid | (2,000) | (2,000) |
| Cash flow generated from/(used in) financing activities (C) | (4,294) | (5,305) |
| Net increase (decrease) in cash and cash equivalents (A+B+C) | (704) | (2,491) |
| Cash and cash equivalents at the beginning of the period | 10,214 | 12,705 |
| Cash and cash equivalents at the end of the period | 9,510 | 10,214 |
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AT 30 SEPTEMBER 2016
PIQUADRO GROUP
Piquadro S.p.A. (hereinafter also referred to as "Piquadro", "the Company" or "the Parent Company") and its subsidiaries ("the Piquadro Group" or "the Group") design, produce and market leather goods - bags, suitcases and accessories - characterised by attention to design and functional and technical innovation.
The Company was established on 26 April 2005. The Share Capital has been subscribed through the contribution of the branch of business relating to operating activities on the part of the former Piquadro S.p.A (now Piqubo S.p.A., the ultimate company controlling the Company), which became effective for legal, accounting and tax purposes on 2 May 2005.
Effective from 14 June 2007, the registered office of Piquadro S.p.A. was moved from Riola di Vergato (Bologna), via Canova no. 123/O-P-Q-R to Località Sassuriano 246, Silla di Gaggio Montano (Bologna).
As of today's date, the Company is owned by Marco Palmieri through Piqubo S.p.A., which is 100% owned. Piqubo S.p.A., in fact, holds 93.34% of the Share Capital of Piquadro Holding S.p.A., which in its turn, holds 68.37% of the Share Capital of Piquadro S.p.A., a Company which is listed on the Milan Stock Exchange since 25 October 2007.
It should be noted that for a better understanding of the Company's economic performance, reference is made to the extensive information reported in the Report on operations prepared by the Directors.
These consolidated condensed interim financial statements were approved by the Board of Directors on 24 November 2016.
The Piquadro Group operates in a seasonal market that is typical of the sector to which it belongs.
Historically, the Group's sales revenues achieved in the first half-year of the financial year (i.e. from April to September) are less than those realised in the subsequent half-year, with a consequent impact on margins. Also as a result of the above, revenues for the half-year ended 30 September 2016 (equal to Euro 34,202 thousand) represented a share equal to 49.3% of the consolidated revenues for the financial year ended 31 March 2016 (equal to Euro 69,311 thousand).
Accordingly, it should be noted that, even if expressing the Group's economic and financial performance, the halfyear result as at 30 September 2016 does not fully represent the result that the Group expects to achieve in the financial year that will end on 31 March 2017.
This half-year financial report, which includes the Piquadro Group's consolidated condensed interim financial statements as at 30 September 2016, was prepared pursuant to Article 154-ter of Legislative Decree no. 58/98 and in accordance with International Accounting Standards (IAS/IFRS) adopted by the European Union and in particular with the accounting standard applicable to interim financial reporting (IAS 34).
IAS 34 allows interim financial statements to be prepared in a "condensed" form, i.e. on the basis of minimum disclosures substantially less detailed than required by IFRS as a whole, provided that a complete set of financial statements prepared on the basis of IFRS has been previously made available to the public.
These consolidated condensed interim financial statements have been prepared in a "condensed" form and they must therefore be read together with the Group's consolidated financial statements ended 31 March 2016 prepared in accordance with IFRS adopted by the European Union, to which reference is made for a better understanding of the Group's business and structure and of the accounting standards and criteria adopted.
The preparation of interim financial statements in accordance with IAS 34 – Interim Financial Reporting requires judgments, estimates and assumptions that impact on the value of the assets, liabilities, costs and revenues. It should be noted that the final results may prove different from those obtained as a result of these estimates.
The Accounting statements of financial position, income statement, statement of comprehensive income, statement of changes in equity and cash flow statement are prepared in an extended form and are the same as those adopted for the consolidated financial statements ended 31 March 2016.
The accounting standards and policies adopted in preparing consolidated condensed interim financial statements are the same as those used in preparing the consolidated financial statements of Piquadro S.p.A. at 31 March 2016, to which reference is made for a description of the same.
This condensed half-year financial report is made up of the Statement of Financial Position, the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Cash Flow Statement, the Statements of Changes in Equity and these Explanatory Notes, in accordance with IFRS. Economic data, changes in equity and cash flows for the half-year ended 30 September 2016 are compared with the half-year ended 30 September 2015. Financial data as at 30 September 2016 are compared with the corresponding values as at 31 March 2016 (relating to the last consolidated annual accounts).
For a better description, accounting data are reported in thousands of Euro in both the accounting statements and these Notes, except as otherwise specified.
The reporting currency of these consolidated financial statements is the Euro, since this currency prevails in the economies of the countries where the Piquadro Group companies conduct their business.
Except as previously illustrated in the Interim report on operations and in the subsequent explanatory notes, the Management believes that no other significant non-recurring events or transactions occurred either in the half-year ended 30 September 2016 or in the half-year ended 30 September 2015, nor did any atypical or unusual transactions significantly affect the operating result.
For the purpose of providing a clear representation, below is reported the chart of the Group structure as at 30 September 2016:
Control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. A company, therefore, has control over an entity when it is exposed, or has a right, to variable returns from its involvement with the entity and, at the same time, has the ability to affect these returns through its power over the investee. Control exists, therefore, when an investor has all the following elements:
The power to direct the activities that significantly affect the investee's results (relevant activities) is most commonly exercised through voting rights (including potential voting rights), but also by virtue of contractual arrangements.
The criteria adopted in applying the method of consolidation on a line-by-line basis are mainly the following:
the companies acquired or sold in the course of the financial year are consolidated for the period in which control was exercised.
The consolidated condensed interim financial statements ended 30 September 2016 and 30 September 2015 include the interim financial statements of the Parent Company Piquadro S.p.A. and of all companies over which it exercises control, either directly or indirectly.
The complete list of the companies included in the scope of consolidation as at 30 September 2016 and 30 September 2015, with the related shareholders' equity and share capital recognised according to local accounting standards (as the Group companies have prepared their interim financial statements according to the local regulations and accounting standards, and have only prepared the consolidation file according to IFRS functionally to the consolidation into Piquadro) are reported in the tables below:
| Name | HQ | Country | Currency Share Capital (local currency /000) |
Shareholders' equity (local currency/000) |
Control % | |
|---|---|---|---|---|---|---|
| Piquadro S.p.A. | Gaggio Montano (BO) |
Italy | EUR | 1,000 | 35,896 | Parent Company |
| Piquadro España SLU |
Barcelona | Spain | EUR | 898 | 782 | 100% |
| Piquadro Deutschland GmbH |
Munich | Germany | EUR | 25 | 38 | 100% |
| Uni Best Leather Goods Zhongshan Co. Ltd. |
Guangdong | People's Republic of China |
CNY | 22,090 | 3,421 | 100% |
| Piquadro Hong Kong Co. Ltd. |
Hong Kong | Hong Kong | HKD | 2,000 | 875 | 100% |
| Piquadro Trading Shenzhen Co. Ltd. |
Shenzhen | People's Republic of China |
CNY | 13,799 | 8,595 | 100% |
| Piquadro Taiwan Co. Ltd. |
Taipei | Taiwan | TWD | 25,000 | 29,672 | 100% |
| Piquadro France SARL |
Paris | France | EUR | 2,500 | 3,210 | 100% |
| Piquadro Swiss SA | Mendrisio | Switzerland | CHF | 100 | (286) | 51% |
| Piquadro UK Limited |
London | United Kingdom |
GBP | 1,000 | 1,013 | 100% |
| Piquadro USA INC. | Delaware | USA | USD | 1,000 | 999 | 100% |
| Piquadro LLC | Delaware | USA | USD | 995 | 984 | 100% |
| OOO Piquadro Russia |
Moscow | Russia | RUB | 10 | 39,881 | 100% |
| Name | HQ | Country | Currency Share Capital (local currency /000) |
Shareholders' equity (local currency/000) |
Control % | |
|---|---|---|---|---|---|---|
| Piquadro S.p.A. | Gaggio Montano (BO) |
Italy | EUR | 1,000 | 34,268 | Parent Company |
| Piquadro España SLU |
Barcelona | Spain | EUR | 898 | 768 | 100% |
| Piquadro | Munich | Germany | EUR | 25 | (14) | 100% |
| Deutschland GmbH | ||||||
|---|---|---|---|---|---|---|
| Uni Best Leather |
People's | |||||
| Goods Zhongshan | Guangdong | Republic of | CNY | 22,090 | 675 | 100% |
| Co. Ltd. | China | |||||
| Piquadro Hong | Hong Kong | Hong Kong | HKD | 2,000 | 135 | 100% |
| Kong Co. Ltd. | ||||||
| Piquadro Macau | Macau | Macau | HKD | 25 | 95 | 100% |
| Limitada | ||||||
| Piquadro Trading | People's | |||||
| Shenzhen Co. Ltd. | Shenzhen | Republic of China |
CNY | 13,799 | 1,205 | 100% |
| Piquadro Taiwan | Taipei | Taiwan | TWD | 25,000 | 768 | 100% |
| Co. Ltd. | ||||||
| Piquadro France | Paris | France | EUR | 2,500 | 2,535 | 100% |
| SARL | ||||||
| Piquadro Swiss SA | Mendrisio | Switzerland | CHF | 100 | (161) | 51% |
| Piquadro UK | London | United | GBP | 1,000 | 1,357 | 100% |
| Limited | Kingdom | |||||
| Piquadro USA INC. | Delaware | USA | USD | 1,000 | 893 | 100% |
| Piquadro LLC | Delaware | USA | USD | 995 | 880 | 100% |
It should be noted that the subsidiary Piquadro Macau Limitada was shut down compared to the scope of consolidation as at 30 September 2015.
The companies that the Parent Company Piquadro S.p.A. controls, either directly or indirectly, and either legally or in practice, are consolidated according to the line-by-line consolidation method, which consists in reporting all the assets and liabilities items in their entirety from the date on which control has been acquired up to the date control ceases.
The financial statements expressed in a foreign currency other than the Euro are translated into Euro by applying the exchange rates applied below for the half-years ended 30 September 2016 and 30 September 2015 (foreign currency corresponding to Euro 1). Furthermore, the financial statements also report the closing exchange rates at 31 March 2016 for comparison purposes.
| Foreign currency | Average | Closing | ||||
|---|---|---|---|---|---|---|
| 30/09/2016 | 30/09/2015 | 30/09/2016 | 31/03/2016 | 30/09/2015 | ||
| Hong Kong Dollar (HKD) | 8.71 | 8.59 | 8.65 | 8.83 | 8.68 | |
| Renminbi (CNY) | 7.41 | 6.94 | 7.45 | 7.35 | 7.12 | |
| Taiwan Dollar (NTD) | 36.00 | 34.83 | 34.95 | 36.60 | 36.90 | |
| Swiss Franc (CHF) | 1.09 | 1.06 | 1.09 | 1.09 | 1.09 | |
| Great Britain Pound (GBP) | 0.82 | 0.72 | 0.86 | 0.79 | 0.74 | |
| US Dollar (USD) | 1.12 | 1.11 | 1.12 | 1.14 | 1.12 | |
| Russian Rouble (RUB) |
73.22 | n.a. | 70.51 | 76.31 | n.a. |
The following accounting standards, amendments and IFRS interpretations were applied by the Group for the first time as from 1 April 2016:
Amendments to IAS 19 "Defined Benefit Plans: Employee Contributions" (published on 21 November 2013): relating to the recognition of contributions made by employees or by third parties to defined-benefit plans.
Amendments to IFRS 11 "Joint Arrangements – "Accounting for Acquisitions of Interests in Joint Operations" (published on 6 May 2014): relating to the accounting treatment of the acquisition of interests in a joint operation, the activity of which constitutes a business.
Amendments to IAS 16 "Property, Plant and Equipment" and IAS 41 "Agriculture – "Bearer Plants" (published on 30 June 2014): the bearer plants, i.e. fruit trees that will produce annual crops (e.g. grape vines and nut trees), must be accounted for according to IAS 16 (rather than IAS 41).
Amendment to IAS 16 – "Property, Plant and Equipment" and IAS 38 "Intangibles Assets – "Clarification of Acceptable Methods of Depreciation and Amortisation" (published on 12 May 2014): the use of revenue-based methods to calculate the depreciation or amortisation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset being depreciated or amortised generally reflects factors other than the consumption of the economic benefits embodied in the asset, a requirement that is instead required for depreciation or amortisation.
Amendment to IAS 1 – "Disclosure Initiative" (published on 18 December 2014): the purpose of the amendments is to provide clarifications concerning information that might be perceived as impediments to the preparation of financial statements in a clear and comprehensible manner.
Finally, within the annual improvements cycle involving the standards, the IASB published the document named "Annual Improvements to IFRSs: 2010-2012 Cycle" (including IFRS 2 Share Based Payment – Definition of vesting conditions, IFRS 3 Business Combinations – Accounting for contingent consideration, IFRS 8 Operating Segments – Aggregation of operating segments and Reconciliation of total of the reportable segments' assets to the entity's assets, IFRS 13 Fair Value Measurement – Short-term receivables and payables) on 12 December 2013 and the document named "Annual Improvements to IFRSs: 2012-2014 Cycle" (including: IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations, IFRS 7 – Financial Instruments: Disclosures and IAS 19 – Employee Benefits) on 25 September 2014, which partially supplement the pre-existing standards. The adoption of the abovementioned amendments has not had any impact on the Group's consolidated financial
statements.
As at the reporting date of this half-year financial report the competent bodies of the European Union had not yet completed the endorsement process required for the adoption of the amendments and standards described above.
IFRS 15 – Revenue from Contracts with Customers (published on 28 May 2014 and supplemented by additional clarifications published on 12 April 2016), which is intended to replace IAS 18 – Revenue and IAS 11 – Construction Contracts, as well as the interpretations IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers and SIC 31 – Revenues-Barter Transactions Involving Advertising Services. The standard establishes a new method to account for revenues, which shall apply to any and all contracts entered into with customers, except for those that fall within the scope of application of other IAS/IFRS, such as leases, insurance contracts and financial instruments. According to the new model, the basic steps to account for revenues are:
The standard shall apply from 1 January 2018, with early application permitted.
Final version of IFRS 9 – Financial Instruments (published on 24 July 2014). The document describes the results of the phases relating to Classification and Measurement, Impairment and Hedge accounting, completing the IASB's project to replace IAS 39.
First of all, it introduces new criteria for the classification and measurement of financial assets and liabilities.
As regards impairment, the new standard requires credit losses to be estimated on the basis of the expected-loss model (rather than the incurred-loss model used by IAS 39), using supportable information, which is reasonably available without undue cost and which includes historical data, both present and prospective.
It also introduces a new hedge accounting model (increased eligibility for hedge accounting, change in the method to account for forward contracts and options when they are embedded in a hedge accounting relationship, changes in the effectiveness test).
The new standard, which replaces the previous versions of IFRS 9, shall apply to the financial statements for the years beginning on or after 1 January 2018.
On 13 January 2016 the IASB published IFRS 16 – Leases, which is intended to replace IAS 17 – Leases, as well as the interpretations IFRIC 4 - Determining whether an Arrangement Contains a Lease, SIC-15 - Operating Leases - Incentives and SIC-27 - Evaluating the Substance of Transactions In the Legal Form of a Lease.
The new standard provides a new definition of lease and introduces a control model (right of use) of an asset, distinguishing leases from service contracts, on the basis of whether the following key requirements are met, i.e. an identified asset, the right to substitute an identified asset, the right to obtain substantially all economic benefits from the use of the asset and the right to direct the use of the asset underlying the contract.
The standard establishes a single model for the disclosure and measurement of leases for lessee, which provides for the recognition of the asset involved in the lease, including operating leases, under assets against an entry under financial payables. It also ensures the possibility of not recognising contracts that involve low-value assets and leases with a term equal to or less than 12 months under leases. On the contrary, the Standard does not include significant amendments for lessors.
The standard shall apply as from 1 January 2019, but early application is permitted only for those Companies that have applied IFRS 15 - Revenue from Contracts with Customers in advance.
On 11 September 2014 the IASB published an amendment to IFRS 10 and IAS 28, "Sales or Contribution of Assets between an Investor and its Associate or Joint Venture". The document was published in order to solve the present conflict between IAS 28 and IFRS 10 relating to the measurement of any profit or loss arising from the sale or contribution of a non-monetary asset to a joint venture or associate in exchange for an equity stake in the entity. At present the IASB has suspended application of this amendment.
On 18 December 2014 the IASB published a document named "Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)" (published on 18 December 2014), containing amendments to address issues that have arisen following the application of the consolidation exception for investment entities. The amendments introduced by the document must be applied from the financial years beginning on or after 1 January 2016, with no early application permitted. The directors have reported that the adoption of these amendments has had no significant impact on the Group's consolidated financial statements.
On 19 January 2016 the IASB published a document named "Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12)", which contains amendments to IAS 12. The purpose of the document is to provide some clarifications on the recognition of deferred tax assets for unrealised losses upon the occurrence of certain circumstances and based on the estimated taxable income for future financial years. The amendments shall apply from 1 January 2017, with early adoption permitted.
On 29 January 2016 the IASB published a document named "Disclosure Initiative (Amendments to IAS 7)", which contains amendments to IAS 7. The purpose of the document is to provide some clarifications to improve disclosures on financial liabilities. Specifically, the purpose of the amendments was to improve disclosures that help users of financial statements to understand changes in liabilities arising from financing transactions. The amendments shall apply from 1 January 2017, with early application permitted. No comparative information is required in relation to preceding years.
On 20 June 2016 the IASB published a document named "Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)", which contains some clarifications relating to the accounting treatment of the effects of vesting conditions in the case of cash-settled share-based payments, the classification of share-based payments with characteristics of net settlement and the accounting treatment of amendments to the terms and conditions of a share-based payment that change its classification from cash-settled to equity-settled. The amendments shall apply from 1 January 2018, with early application permitted.
With reference to IFRS 9, IFRS 15 and IFRS 16 described above, the Group is assessing the methods of implementation and the effects on the consolidated financial statements, while, as regards the other standards and interpretations detailed above, it is expected that the adoption will not have any significant impact on the measurement of assets, liabilities, costs and revenues of the Group.
As at 30 September 2016 the value of intangible assets was equal to Euro 2,496 thousand (Euro 4,107 thousand as at 31 March 2016).
Below is reported the statement of changes of this item:
| (in thousands of Euro) | 30 September 2016 |
|---|---|
| Balance as at 31 March 2016 | 4,107 |
| Investments in intangible assets | 262 |
| Sales and disposals | (1,530) |
| Other changes | (48) |
| Amortisation | (295) |
| Write-downs | 0 |
| Total | 2,496 |
In the half-year ended 30 September 2016, the increases in intangible assets, equal to Euro 262 thousand, mainly related to investments in software and IT products for Euro 183 thousand. The decreases, equal to Euro 1,530 thousand, related to the sale of the Key Money of the store located at Rue Saint Honoré in Paris.
As at 30 September 2016, the value of property, plant and equipment was equal to Euro 12,106 thousand (Euro 12,618 thousand as at 31 March 2016).
Below is reported the statement of changes of this item:
| (in thousands of Euro) | 30 September 2016 |
|---|---|
| Balance as at 31 March 2016 | 12,618 |
| Investments in property, plant and equipment | 582 |
| Sales and disposals | (3) |
| Other changes | 47 |
| Depreciation | (955) |
| Write-downs | (213) |
| Total | 12,076 |
Increases in property, plant and equipment, equal to Euro 582 thousand in the half-year ended 30 September 2016, were mainly attributable to plant and machinery for Euro 51 thousand, to industrial and business equipment for Euro 523 thousand (the latter relating to fittings purchased for new DOS opened and being opened for Euro 295 thousand, other fittings of the Parent Company for Euro 150 thousand, electric and electronic office machines for Euro 41 thousand, sundry equipment for Euro 33 thousand and minor assets for Euro 4 thousand).
As at 30 September 2016 some categories of furniture and fittings were written down (Euro 213 thousand) as a result of the closure of the shop located at Rue Saint Honoré in Paris.
Below is reported the net book value as at 30 September 2016 of the assets used by the Group by virtue of finance lease agreements:
| (in thousands of Euro) |
30 September 2016 |
|---|---|
| Land | 878 |
| Buildings | 4,070 |
| Plant and equipment | 17 |
| Industrial and business equipment | 28 |
| Total | 4,993 |
Receivables from others, equal to Euro 598 thousand as at 30 September 2016 (against Euro 700 thousand as at 31 March 2016) mainly relate to the guarantee deposits paid for various utilities, including those relating to directlyoperated stores and to deposits relating to the lease of DOS shops.
As at 30 September 2016, the amount of deferred tax assets was equal to Euro 1,183 thousand (Euro 1,182 thousand as at 31 March 2016). The amount was the net balance between deferred tax assets (Euro 1,342 thousand) and deferred tax liabilities (Euro 159 thousand). Furthermore, the balance was mainly made up of Euro 952 thousand of temporary tax differences relating to Piquadro S.p.A. relating to the IRES and IRAP tax effect on taxed funds, while the remaining amount was made up of temporary differences accounted for by foreign subsidiaries in relation to the amortisation of the Key money sums held by them. Furthermore, there was an amount of Euro 146 million relating to consolidating entries.
The tables below report the breakdown of net inventories into the relevant classes and the changes in the provision for write-down of inventories (entered as a direct reduction in the individual classes of inventories), respectively:
| (in thousands of | Gross value as at | Provision for | Net value as at | Net value as at |
|---|---|---|---|---|
| Euro) | 30 September 2016 | write-down | 30 September 2016 | 31 March 2016 |
| Raw Materials | 1,925 | (89) | 1,837 | 2,052 |
| Semi-finished | 597 | 0 | 597 | 700 |
| products | ||||
| Finished products | 12,946 | (522) | 12,423 | 13,592 |
| Inventories | 15,467 | (611) | 14,857 | 16,344 |
Below is reported the breakdown and the changes in the provision for write-down of inventories:
| (in thousands of Euro) | Provision as at 31 March 2016 |
Use | Allocation | Reclassification | Provision as at 30 September 2016 |
|---|---|---|---|---|---|
| Provision for write-down of raw materials |
89 | 0 | 0 | 108 | 197 |
| Provision for write-down of finished products |
522 | 0 | 0 | (108) | 414 |
| Total provision for write down of inventories |
611 | 0 | 0 | 0 | 611 |
As at 30 September 2016, inventories showed a decrease of about Euro 1.4 million compared to the corresponding values as at 31 March 2016. This decrease was mainly attributable to a more careful inventory management despite an increase of 3.1% of revenues compared to 30 September 2015.
As at 30 September 2016, trade receivables were equal to Euro 26,351 thousand compared to Euro 23,801 thousand as at 31 March 2016. The increase of 10.7% over 31 March 2016 is mainly attributable to the different seasonality, as well as to an increase in revenues.
The adjustment to the face value of receivables from customers at their presumed realisable value is obtained through a special provision for bad debts, whose changes, in the half-year under consideration, are showed in the table below:
| (in thousands of Euro) | Provision as at 30 September 2016 |
Provision as at 31 March 2016 (changes during 12 months) |
|---|---|---|
| Balance at the beginning of the year | 1,304 | 1,231 |
| Total provision for bad debts |
1,574 | 1,304 | |
|---|---|---|---|
| Uses | 0 | (196) | |
| Effect through P&L | 270 | 269 |
Below is reported the breakdown of other current assets:
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Other assets | 566 | 395 |
| Accrued income and prepaid expenses | 1,653 | 1,428 |
| Other current assets | 2,219 | 1,823 |
Other assets mainly related to INAIL advances of Euro 61 thousand, to VAT credits related to subsidiaries for Euro 65 thousand and to a receivable of Euro 233 thousand, relating to advances from suppliers.
Accrued income and prepaid expenses mainly related to the Parent Company for prepaid expenses on rents (equal to Euro 379 thousand) and for costs relating to future collections (Euro 557 thousand).
As at 30 September 2016 there were currency forward purchases (USD), the fair value of which was equal to Euro 17 thousand (Euro 70 thousand as at 31 March 2016).
The Company hedges the exchange risk connected to purchases of raw materials in US dollars and for contract work done in China. In consideration for this risk, the Company makes use of instruments to hedge the risk attached to the related rate, trying to fix and crystallise the exchange rate at a level that is in line with the budget forecasts.
As at 30 September 2016 tax receivables were equal to Euro 395 thousand (Euro 328 thousand at 31 March 2016) and were mainly made up of tax receivables recognized by foreign subsidiaries for income taxes.
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Receivables for income taxes | 382 | 323 |
| Receivable for IRES tax refund | 13 | 5 |
| Tax receivables | 395 | 328 |
Below is reported the breakdown of cash and cash equivalents (mainly relating to Piquadro S.p.A.):
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Available current bank accounts | 9,412 | 10,121 |
| Cash, cash on hand and cheques | 98 | 93 |
| Cash and cash equivalents | 9,510 | 10,214 |
The balance represents cash and cash equivalents and the existence of cash and cash on hand at the closing dates of the periods. For a better understanding of the dynamics in the Company's liquidity, reference is made to the Cash Flow Statement and the breakdown of Net Financial Position.
Note 11 – EQUITY
As at 30 September 2016, the Share Capital of Piquadro S.p.A. was equal to Euro 1,000 thousand and was represented by no. 50,000,000 ordinary shares, fully subscribed and paid up, with regular enjoyment, with no indication of their par value.
On 24 July 2012, the Shareholders' Meeting approved the guidelines of a new stock option plan for the 2012-2017 period, which is reserved for certain Directors, executives with strategic responsibilities, employees and collaborators of Piquadro S.p.A. and of other companies owned by it, and resolved to approve the consequent Capital increase, excluding the Right of option serving the plan, up to a maximum amount of Euro 93,998, through the issue of a maximum number of 4,699,900 ordinary shares of Piquadro S.p.A., of no par value, having the same features and enjoyment as the outstanding shares; this capital increase may be also implemented in more than one payment and is divisible by 31 December 2018.
On 26 September 2012, the Board of Directors resolved to determine the subscription price of the Piquadro ordinary shares, to be paid by the beneficiaries at the time of the subscription of the shares deriving from the exercise of the options, for an amount of Euro 1.53 per share, thus determining an overall number of 3,600,000 Rights of option to be assigned to the respective beneficiaries. Furthermore, subject to the opinion of the Remuneration Committee, the list of the plan's beneficiaries was approved, specifying the number of rights of option assigned to each of them.
The stock option plan will have a term of five years and the accrual of options, to the extent of 30% by 30 September 2015, 30% by 30 September 2016 and 40% by 30 September 2017, is subject to:
The criterion adopted to measure the 2012-2017 stock option plans is based on the Black – Scholes model, which has been properly amended in order to be able to include the conditions of accrual of the options. The calculation model has been created specifically in order to take account of the characteristics envisaged in the rules of the plan.
As regards the 2012-2017 Stock Option Plan, it should be noted that, on the basis of the results achieved by the Group from the approval of the stock option plan up to today and on the basis of the new plans prepared by the Management, it is emerged that the chances of attaining the EBITDA and Net Financial Position targets set out in the plan are very close to zero. As they are "non-market conditions" and taking account of these chances in accounting for the plan, the amount that had been previously accounted for under the "Stock Option Reserve" in previous financial years was consequently taken to the Income Statement in the financial year ended 31 March 2015 (as the plan had become "out of the money").
This reserve, which remained unchanged compared to the financial year ended at 31 March 2016, was equal to Euro 1,000 thousand.
As at 30 September 2016 the translation reserve was positive for Euro 29 thousand (it reported a positive balance of Euro 234 thousand as at 31 March 2016). This item is referred to the foreign exchange differences due to the consolidation of the companies with a relevant currency other than the Euro, i.e. Piquadro Hong Kong Co. Ltd. (the relevant currency being the Hong Kong Dollar), Uni Best Leather Goods Zhongshan Co. Ltd and Piquadro Shenzhen (the relevant currency being the Chinese Renminbi), Piquadro Taiwan Co. Ltd (the relevant currency being the Taiwan Dollar), Piquadro Swiss (the relevant currency being the Swiss Franc), Piquadro UK Limited (the relevant currency being the Great Britain Pound), Piquadro USA INC and Piquadro LLC (the relevant currency being the US Dollar), OOO Piquadro Russia (the relevant currency being the Russian Rouble).
This item relates to the recognition of the Group profit, equal to Euro 2,674 thousand, in the half-year ended 30 September 2016.
The item refers to the portions of reserves and profits, equal to a negative value of Euro 129 thousand (against a negative value of Euro 105 thousand at 31 March 2016), which are attributable to the minority interests of Piquadro Swiss SA and of which the Parent Company owns 51% of the share capital.
Below is the breakdown of non-current payables to banks:
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Borrowings from 1 to 5 years |
4,754 | 7,046 |
| Borrowings beyond 5 years | 0 | 0 |
| Medium/long-term borrowings | 4,754 | 7,046 |
In the half-year ended 30 September 2016 the Parent Company took steps to renegotiate some outstanding loans in order to meet better economic conditions linked to a change in interbank rates.
As at 30 September 2016, borrowings mainly related to Piquadro S.p.A. and included:
Below is reported the breakdown of short- and long-term borrowings:
| (in thousands of Euro) | Date of granting of the loan |
Initial amount |
Currency | Current borrowings |
Amort. cost (S/T) |
Non current borrowings |
Amort. Cost (L/T) |
Total |
|---|---|---|---|---|---|---|---|---|
| UBI loan |
30 July 2014 |
2,000 | Euro | 680 | 0 | 0 | 0 | 680 |
| UBI Stand By loan |
1 February 2016 |
2,500 | Euro | 1,667 | (1) | 0 | 0 | 1,666 |
| Credem loan |
12 November 2015 |
3,300 | Euro | 1,651 | (1) | 0 | 0 | 1,650 |
| Mediocredito loan |
29 January 2016 |
6,000 | Euro | 1,200 | (12) | 3,900 | (18) | 5,070 |
| BPER loan |
10 June 2016 |
2,000 | Euro | 996 | (6) | 880 | (8) | 1,862 |
| Advances from Credem for dividends |
Euro | 2,000 | 0 | 0 | 0 | 2,000 | ||
| Payables to banks | Euro | 182 | 0 | 0 | 0 | 182 | ||
| 8,376 | (20) | 4,780 | (26) | 13,110 |
There are no covenants on these borrowings.
Below is reported the following breakdown:
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Non-current portion: | ||
| Payables to leasing companies | 1,133 | 1,431 |
| Current portion: | ||
| Payables to leasing companies | 593 | 606 |
| Payables to other lenders for lease agreements | 1,726 | 2,037 |
Payables to other lenders for lease agreement, equal to Euro 1,726 thousand as at 30 September 2016 (Euro 2,037 thousand as at 31 March 2016), mainly related to the lease agreement that was initially entered into between Piqubo Servizi S.r.l., which was merged by incorporation into Piquadro S.p.A. by a deed dated 24 October 2008, and Centro Leasing S.p.A. in relation to the factory, land and automatic warehouse located in Località Sassuriano, Silla di Gaggio Montano (Province of Bologna), equal to Euro 1,723 thousand, as well as to the lease agreement entered into on 28 February 2015 in relation to company software, equal to Euro 3 thousand.
As at 30 September 2016 the value of the provision was equal to Euro 318 thousand (Euro 291 thousand as at 31 March 2016) and has been determined by an independent actuary; the actuarial assumptions used for calculating the provision are not changed compared to the information reported in the paragraph Accounting standards – Provision for employee benefits in the Notes to the consolidated financial statements as at 31 March 2016.
Below are the changes in provisions for risks and charges as at 30 September 2016:
| (in thousands of Euro) | Provision as at 31 March 2016 |
Use | Allocation | Provision as at 30 September 2016 |
|---|---|---|---|---|
| Provision for supplementary clientele indemnity |
943 | (443) | 100 | 600 |
| Other provisions for risks | 144 | (30) | 0 | 114 |
| Total | 1,087 | (473) | 100 | 714 |
The "provision for supplementary clientele indemnity" represents the potential liability with respect to agents in the event of Group companies' terminating agreements or agents retiring. During the half-year an amount of Euro 443 thousand was used after the settlement of the relationship with some agents against whom there were pending disputes that had arisen in previous financial years.
Other provisions for risks of Euro 114 thousand mainly relate to the provision for risks on returns on sales equal to Euro 31 thousand and to other provisions for risks on potential liabilities generated by current operations equal to Euro 83 thousand.
As at 30 September 2016 current borrowings were equal to Euro 8,356 thousand against Euro 7,881 thousand as at 31 March 2016. The balance related to a current portion of loans for Euro 6,174 thousand, payables to banks of Euro 2,000 thousand for advance on dividends distributed on the profit as at 31 March 2016 and current account overdrafts for Euro 182 thousand. For more information, reference is made to Note 12 above.
PIQUADRO GROUP
As at 30 September 2016 they were equal to Euro 593 thousand (Euro 606 thousand as at 31 March 2016) and related to the current portion of payables to leasing companies in relation to finance lease agreements mainly involving the building of the operational headquarters of the Company (Euro 590 thousand) and hardware and software (Euro 3 thousand).
The table below reports the breakdown of the Net Financial Position, which includes the net financial debt determined according to the ESMA scheme (as required by CONSOB Communication no. 6064293 of 28 July 2006):
| (in thousands of Euro) | 30/09/2016 | 31/03/2016 | 30/09/2015 |
|---|---|---|---|
| (A) Cash | 98 | 93 | 104 |
| (B) Other cash and cash equivalents (available current bank accounts) | 9,412 | 10,121 | 6,045 |
| (C) Liquidity (A) + (B) | 9,510 | 10,214 | 6,149 |
| (D) Finance leases | (593) | (606) | (579) |
| (E) Current bank debt | 0 | 0 | 0 |
| (F) Current portion of non-current debt |
(8,373) | (7,881) | (12,568) |
| (G) Current financial debt (D) + (E) + (F) | (8,966) | (8,487) | (13,147) |
| (H) Short-term net financial position (C) + (G) | 544 | 1,727 | (6,998) |
| (I) Non-current bank debt | (4,754) | (7,046) | (5,173) |
| (L) Finance leases | (1,133) | (1,431) | (1,772) |
| (M) Non-current financial debt (I) + (L) | (5,887) | (8,476) | (6,945) |
| (N) Net financial debt (H) + (M) | (5,343) | (6,749) | (13,943) |
As at 30 September 2016 the consolidated net financial position posted a negative value of about Euro 5.3 million. The main reasons for the trend in the net financial position, compared to 31 March 2016, are attributable to the following factors:
The consolidated net financial debt at 30 September 2016, compared to the value posted as at 30 September 2015, equal to Euro 13.9 million, showed a decrease of about Euro 8.6 million, as a result of the amount collected in relation to the transfer of the store located in Paris as reported above, as well as of a sharp improvement in working capital (equal to Euro 4.5 million), the free cash flow of Euro 3.0 million and the dividends paid by the Parent Company.
As at 30 September 2016 derivative liabilities, equal to Euro 33 thousand (there were no derivative liabilities as at 31 March 2016), related to the derivative Interest Rate Swaps (IRS) linked to the Mediocredito loan with an initial amount of Euro 6,000 thousand referred to in Note 12.
Below is the breakdown of current trade liabilities:
PIQUADRO GROUP
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Payables to suppliers | 10,878 | 12,521 |
At 30 September 2016 the balance of trade payables showed a decrease of 13.1% compared to 31 March 2016 (equal to Euro 12,521 thousand), mainly as a result of seasonal trends relating to the purchases of goods and services.
Below is the breakdown of other current liabilities:
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| Payables to social security institutions | 382 | 409 |
| Payables to pension funds | 29 | 29 |
| Other payables | 56 | 67 |
| Payables to employees | 826 | 861 |
| Advances from customers | 65 | 66 |
| VAT payables | 1,582 | 1,123 |
| IRPEF tax payables and other tax payables | 429 | 362 |
| Accrued expenses and deferred income | 525 | 161 |
| Other current liabilities | 3,894 | 3,078 |
Payables to social security institutions mainly relate to the Parent Company's payables due to INPS. Payables to employees as at 30 September 2016, equal to Euro 826 thousand (Euro 861 thousand as at 31 March 2016) mainly included the Group's payables for remunerations to be paid and deferred charges with respect to employees.
Below is the breakdown of tax payables:
| (in thousands of Euro) | 30 September 2016 | 31 March 2016 |
|---|---|---|
| IRES tax and other income taxes | 1,569 | 458 |
| IRAP tax | 257 | 0 |
| Tax payables | 1,826 | 458 |
Tax payables for IRES and IRAP tax relate to the allocation of taxes on an accruals basis on the income produced in the period, an amount reported net of any advances paid.
In relation to the breakdown of revenues from sales by distribution channel, reference is made to the Directors' Report on the performance of operations.
The Group's revenues are mainly realised in Euro.
Below is the breakdown of revenues by geographical area:
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| Italy | 25,709 | 25,945 |
| Europe | 6,427 | 5,161 |
| Rest of the world |
2,066 | 2,077 |
| Revenues from sales | 34,202 | 33,182 |
In the half-year ended 30 September 2016, revenues from sales reported an increase equal to Euro 1,020 thousand compared to the corresponding revenues achieved in the half-year ended 30 September 2015 (+3.1%).
In the half-year ended 30 September 2016, other income amounted to Euro 1,812 thousand (Euro 440 thousand in the half-year ended 30 September 2015) and was broken down as follows:
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| Charge-backs of transport and collection | 52 | 58 |
| expenses | ||
| Insurance and legal refunds | 11 | 110 |
| Revenues from sales at corner shops |
1 | 8 |
| Other sundry income | 1,748 | 264 |
| Revenues from sales | 1,812 | 440 |
Other sundry income mainly related to the non-recurring capital gain generated from the sale of the store located at Rue Saint Honoré (equal to Euro 1,470 thousand). As already referred to above, the capital gain realised through the transfer of the Key Money relating to the store located at Rue Saint Honoré was not classified separately as required by IFRS 5 as it was not considered to be such a key independent business unit as to be regarded as a discontinued operation.
The change in inventories was negative in the half-year ended 30 September 2016 (Euro 1,527 thousand) and positive in the half-year ended 30 September 2015 (Euro 2,403 thousand); this negative change was mainly attributable to an improved management of inventory and incoming and outgoing orders.
This item essentially includes the cost of materials used for the production of the Company's goods and of consumables. In the half-year ended 30 September 2016, costs for purchases were equal to Euro 6,986 thousand (Euro 7,266 thousand in the half-year ended 30 September 2015).
Below is the breakdown of costs for services:
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| External production | 3,438 | 5,803 |
| Advertising and marketing | 1,841 | 1,853 |
PIQUADRO GROUP
| Transport services | 1,592 | 2,062 |
|---|---|---|
| Business services | 1,470 | 1,381 |
| Administrative services | 615 | 588 |
| General services | 761 | 681 |
| Services for production | 632 | 735 |
| Total Costs for services | 10,349 | 13,103 |
| Costs for leases and rentals | 3,635 | 3,270 |
| Costs for services and leases and rentals | 13,984 | 16,373 |
External production costs showed a decrease due to a reorganisation of corporate operations that was increasingly aimed at the direct purchase of finished products and less to external production.
Costs for leases and rentals mainly related to external production on Piquadro-branded products and to lease rentals relating to the shops of the Parent Company and of the Group companies that are responsible for the distribution of products, and decreased as a result of the closure of some DOS shops.
Below is reported the breakdown of personnel costs:
| (in thousands of Euro) | 30 September 2016 | 30 September2015 |
|---|---|---|
| Wages and salaries | 6,187 | 6,060 |
| Social security contributions | 1,208 | 1,205 |
| TFR | 286 | 225 |
| Personnel costs | 7,681 | 7,490 |
The table below reports the exact number by category of employees:
| Category | 30 September 2016 | 30 September 2015 | 31 March 2016 |
|---|---|---|---|
| Executives | 5 | 4 | 4 |
| Office workers | 393 | 303 | 324 |
| Manual workers | 347 | 432 | 359 |
| Total | 745 | 739 | 687 |
In the half-year ended 30 September 2015, personnel costs reported an increase of 2.6%, passing from Euro 7,490 thousand in the half-year ended 30 September 2015 to Euro 7,681 thousand in the half-year ended 30 September 2016.
The increase in personnel costs is mainly due to the increase in staff employed by the Parent Company, mainly for the opening of new points of sales, mainly in Russia, and, partially, to the increase in the labour cost of the Chinese subsidiary Uni Best Leather Goods Zhongshan Co. Ltd..
To supplement the information provided, below is also reported the average number of employees for the halfyears ended 30 September 2016 and 30 September 2015 and for the financial year ended 31 March 2016:
| Average unit | 30 September 2016 | 30 September 2015 | 31 March 2016 |
|---|---|---|---|
| Executives | 4 | 4 | 4 |
| Office workers | 350 | 302 | 314 |
| Manual workers | 357 | 394 | 391 |
| Total for the Group |
711 | 700 | 708 |
In the half-year ended 30 September 2016, amortisation and depreciation were equal to Euro 1,250 thousand (Euro 1,232 thousand in the half-year ended 30 September 2015).
Write-downs, equal to Euro 493 thousand, related to the provision for write-down of receivables from customers (Euro 270 thousand) and to the write-down of some categories of assets (Euro 223 thousand) as a result of the closure of the point of sale located in Paris at Rue Saint Honoré.
Other operating costs came to Euro 53 thousand during the year ended 30 September 2016 (Euro 112 thousand as at 30 September 2015).
In the half-year ended 30 September 2016, financial income was equal to Euro 388 thousand (Euro 849 thousand in the half-year ended 30 September 2015) related for Euro 14 thousand to interest receivable on current accounts and for Euro 374 thousand of foreign exchange gains either realised or estimated (Euro 821 thousand as at 30 September 2015).
Below is the breakdown of financial costs:
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| Interest payable on current accounts | 34 | 36 |
| Interest and expense subject to final payment | 10 | 15 |
| Financial costs on loans | 72 | 140 |
| Lease charges | 4 | 15 |
| Other charges | 16 | 20 |
| Net financial costs on defined-benefit plans | 2 | 2 |
| Foreign exchange losses (both realised and estimated) | 193 | 507 |
| Financial costs | 330 | 735 |
Below is reported the breakdown of income tax expenses:
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| IRES tax and other income taxes | 1,219 | 992 |
| IRAP tax |
258 | 163 |
| Deferred tax liabilities | 28 | 41 |
| Deferred tax assets | (65) | 6 |
| Total deferred tax assets and liabilities | 1,440 | 1,202 |
Current taxes mainly related to the tax burden calculated on the taxable income of the Parent Company (Euro 1,098 thousand).
As at 30 September 2016 basic earnings per share amounted to Euro 0.053 and are calculated on the basis of the consolidated Net Profit for the period attributable to the Group, equal to Euro 2,657 thousand, divided by the weighted average number of ordinary shares outstanding in the half-year, equal to 50,000,000 shares.
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 |
|---|---|---|
| Group net profit (in thousands of Euro) | 2,657 | 2,252 |
| Average number of outstanding ordinary shares | 50,000 | 50,000 |
| Basic earnings per share (in Euro) | 0.053 | 0.045 |
In order to provide disclosures regarding the economic, financial and equity position by segment (Segment Reporting), the Group has chosen the distinction by distribution channel as the primary model for presenting segment data. This method of representation reflects how the Group's business is organised and the structure of its internal reporting on the basis of the consideration that risks and rewards are influenced by the distribution channels used by the Group.
The distribution channels selected as those being presented are the following ones:
In fact, the Group distributes its products through two distribution channels:
As shown below, as at 30 September 2016, approximately 37.1% of the Group's consolidated revenues was realised through the direct channel, while 62.9% of consolidated revenues was realised through the indirect channel.
The table below illustrates the segment data of the Piquadro Group broken down by sales channel (DOS and Wholesale), in relation to the six months ended 30 September 2016 and 30 September 2015.
Segment economic performance is monitored by the Company's Management up to the "Segment result before amortisation and depreciation". DOS channel's performance in the half-year ended 30 September 2016, compared to the results recorded as at 30 September 2015, shows an increase in the margins in the half year under consideration, which was affected by the following factors:
There was a decrease in margins as regards the performance of the Wholesale channel in the half-year ended 30 September 2016, compared with the results recorded as at 30 September 2015, both in terms of absolute values and in terms of percentages, which was mainly due to a decrease in the sales from the Wholesale channel.
Segment economic performance is monitored by the Company's Management up to the "Segment result before amortisation and depreciation":
| (in thousands of Euro) | 30 September 2016 | 30 September 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| DOS | Wholesale | Total for the Group (including non-allocated items) |
% Impact |
DOS | Wholesale | Total for the Group (including non-allocated items) |
% Impact |
% Change |
|
| Revenues from sales |
12,699 | 21,503 | 34,202 | 100.0% | 10,897 | 22,285 | 33,182 | 100.0% | 3.1% |
| Group net profit |
2,657 | 7.8% | 2,252 | 6.8% | 18.0% | ||||
|---|---|---|---|---|---|---|---|---|---|
| Result attributable to minority interests |
0 | 0.0% | 0 | 0.0% | |||||
| Profit for the half-year |
2,657 | 7.8% | 2,252 | 6.8% | 18.0% | ||||
| Income taxes | (1,440) | (4.2)% | (1,202) | (3.6)% | 19.8% | ||||
| Result before tax |
4,097 | 12.0% | 3,454 | 10.4% | 18.6% | ||||
| Financial income and costs |
58 | 0.2% | 114 | 0.3% | (49.0)% | ||||
| Amortisation and depreciation |
(1,473) | (4.3)% | (1,277) | (3.9)% | 15.4% | ||||
| Segment result before amortisation and depreciation |
1,647 | 3,865 | 5,513 | 16.1% | 115 | 4,502 | 4,617 | 13.9% | 19.4% |
As at 30 September 2016, the Group had not executed contractual commitments that would entail significant investments in property, plant and equipment and intangible assets in the 2016/2017 financial year.
Piquadro S.p.A., the parent company of the Piquadro Group, operates in the leather goods market and designs, produces and markets articles under its own brand. The subsidiaries mainly carry out activities of distribution of products (Piquadro España SLU, Piquadro Hong Kong Co. Ltd., Piquadro Deutschland GmbH, Piquadro Trading – Shenzhen- Co. Ltd., Piquadro Taiwan Co. Ltd., Piquadro France SARL, Piquadro Swiss SA, Piquadro UK Limited, Piquadro LLC and OOO Piquadro Russia), or production (Uni Best Leather Goods Zhongshan Co. Ltd.).
The relations with Group companies are mainly commercial and are regulated at arm's length. There are also financial relations (inter-group loans) between the Parent Company and some subsidiaries, conducted at arm's length.
On 18 November 2010 Piquadro S.p.A. adopted, pursuant to and for the purposes of article 2391-bis of the Italian Civil Code and of the "Regulation on transactions with related parties" as adopted by Consob resolution, the procedures on the basis of which Piquadro S.p.A. and its subsidiaries operate to complete transactions with related parties of Piquadro S.p.A. itself.
The Directors report that, in addition to Piqubo S.p.A., Piquadro Holding S.p.A. and Palmieri Family Foundation, there are no other related parties (pursuant to IAS 24) of the Piquadro Group.
In the first half-year of the 2016/2017 financial year, Piqubo S.p.A., the ultimate parent company, charged Piquadro S.p.A. the rent relating to the use of the plant located in Riola di Vergato (Province of Bologna) as a warehouse.
On 29 June 2012 a lease agreement was entered into between Piquadro Holding S.p.A. and Piquadro S.p.A., concerning the lease of a property to be used as offices and located in Milan, Piazza San Babila n. 5, used as a show room of Piquadro S.p.A. and the rent costs of which are reported in the table below. This lease agreement has been entered into at arm's length.
In the first half-year of the 2016/2017 financial year, no transactions were effected with Palmieri Family Foundation which is a non-profit foundation, whose founder is Marco Palmieri and which has the purpose of promoting activities aimed at the study, research, training, innovation in the field for the creation of jobs and employment opportunities for needy persons.
Below is reported the breakdown of the main financial relations maintained with related companies:
| Receivables | Payables | |||
|---|---|---|---|---|
| (in thousands of Euro) | 30 September 2016 |
31 March 2016 |
30 September 2016 |
31 March 2016 |
| Financial relations with Piqubo S.p.A. | 0 | 0 | 0 | 0 |
| Financial relations with Piquadro Holding S.p.A. |
0 | 0 | 0 | 0 |
| Financial relations with Palmieri Family Foundation |
0 | 0 | 0 | 0 |
| Total Receivables from and Payables to controlling and affiliate companies |
0 | 0 | 0 | 0 |
The table below reports the breakdown of the economic relations with these related companies in the first half of the 2016/2017 and 2015/2016 financial years:
| Costs | Revenues | ||||
|---|---|---|---|---|---|
| (in thousands of Euro) | 30 September 2016 |
30 September 2015 |
30 September 2016 |
30 September 2015 |
|
| Economic relations with Piqubo S.p.A. | 38 | 38 | 0 | 0 | |
| Economic relations with Piquadro Holding S.p.A. |
123 | 123 | 0 | 0 | |
| Economic relations with Palmieri Family Foundation |
0 | 0 | 0 | 0 | |
| Total costs and revenues to controlling and affiliate companies |
161 | 161 | 0 | 0 |
The table below reports the fees (including emoluments as Directors and current and deferred remuneration, including in kind, as employees) due to Directors of Piquadro S.p.A., in relation to the first half of the 2016/2017 financial year, for the performance of their duties in the Parent Company and other Group companies, and the fees accrued by any executives with strategic responsibilities (as at 30 September 2016, Directors had not identified executives with strategic responsibilities):
| First and last name |
Position held |
Period in which the position was held |
Term of office 1) |
Fees due for the position |
Non monetary benefits |
Bonuses and other incentives |
Other fees |
Total |
|---|---|---|---|---|---|---|---|---|
| Marco | Chairman and CEO | 01/04/16- | 2019 | 250 | 3.5 | 0 | 0 | 253.5 |
| Palmieri | 30/09/16 | |||||||
| Pierpaolo | Vice-Chairman– | 01/04/16- | 2019 | 125.5 | 2 | 0 | 0 | 127.5 |
| Palmieri | Executive Director | 30/09/16 | ||||||
| Marcello | Executive | 01/04/16- | 2019 | 90 | 1.5 | 0 | 2 | 93.5 |
| Piccioli | Director | 30/09/16 | ||||||
| Roberto | Executive | 01/04/16- | 2019 | 2) | 1.5 | 0 | 69 | 70.5 |
| Trotta | Director | 30/09/16 | ||||||
| Paola | Lead Independent | 01/04/15- | 2019 | 9 | 0 | 0 | 2 | 11 |
| Bonomo | Director | 30/09/15 | ||||||
| Catia | Independent | 01/04/15- | 2019 | 9 | 0 | 0 | 2 | 11 |
| Cesari | Director | 30/09/15 | ||||||
| Barbara | Independent | 01/04/15- | 2019 | 9 | 0 | 0 | 2 | 11 |
| Falcomer | Director | 30/09/15 | ||||||
| 492.5 | 8.5 | 0 | 77 | 578 |
1) Until the approval of the financial statements as at 31 March.
2) The Director waived his fees for the period from 01/04/16 to 30/09/16.
No significant events are reported which occurred at Group level from 1 October 2016 to the date of this Report, except for the "The Bridge" transaction, which has been already described in detail in the paragraph relating to the events occurred after the end of the half-year in the Report on Operations.
******************************
The undersigned Marco Palmieri, in his capacity as Chief Executive Officer, and Roberto Trotta, in his capacity as the Financial Reporting Manager of Piquadro S.p.A., certifies, also taking account of the provisions under Article 154-bis, paragraphs 3 and 4, of Legislative Decree no. 58 of 24 February 1998:
The evaluation of the adequacy of administrative and accounting procedures for the preparation of the consolidated condensed interim financial statements as at 30 September 2016 has been based on a process defined by Piquadro S.p.A. consistently with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organisations of the Treadway Commission which represents a reference framework generally accepted at international level
It is also certified that the consolidated condensed interim financial statements as at 30 September 2016:
The interim report on operations includes a reliable analysis of the references to the significant events that occurred during the first six months of the financial year and of their impact on the consolidated condensed interim financial statements, together with a description of the main risks and uncertainties for the remaining six months of the financial year. The interim report on operations also includes a reliable analysis of the information on significant transactions with related parties.
Silla di Gaggio Montano (BO) 24 November 2016
Marco Palmieri Roberto Trotta
Marco Palmieri Roberto Trotta
Chief Executive Officer Financial Reporting Manager
Deloitte & Touche S.p.A. Piazza Malpighi, 4/2 40123 Bologna Italia
Tel: +39 051 65811 Fax: +39 051 230874 www.deloitte.it
To the Shareholders of Piquadro S.p.A.
We have reviewed the accompanying half-yearly condensed consolidated financial statements of Piquadro S.p.A. and subsidiaries (the "Piquadro Group"), which comprise the statement of financial position as of September 30, 2016 and the income statement, statement of comprehensive income, statement of changes in equity and cash flow statement for the six month period then ended, and a summary of significant accounting policies and other explanatory notes. The Directors are responsible for the preparation of this interim financial information in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.
We conducted our review in accordance with the criteria recommended by the Italian Regulatory Commission for Companies and the Stock Exchange ("Consob") for the review of the half-yearly interim financial statements under Resolution n° 10867 of July 31, 1997. A review of half-yearly condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-yearly condensed consolidated financial statements of Piquadro Group as at September 30, 2016 are not prepared, in all material respects, in accordance with the International Accounting Standard applicable to the interim financial reporting (IAS 34) as adopted by the European Union.
Ancona Bari Bergamo Bologna Brescia Cagliari Firenze Genova Milano Napoli Padova Palermo Parma Roma Torino Treviso Verona Sede Legale: Via Tortona, 25 - 20144 Milano | Capitale Sociale: Euro 10.328.220.00 i.v.
Codice Fiscale/Registro delle Imprese Milano n. 03049560166 – R.E.A. Milano n. 172039 | Partita IVA IT 03049560166
Il nome Deloitte si riferisce a una o più delle seguenti entità: Deloitte Touche Tohmatsu Limited, una società inglese a responsabilità limitata ("DTTL"), le member firm aderenti al suo network e le entità a esse correlate. DTTL e ciascuna delle sue member firm sono entità giuridicamente separate e indipendenti tra loro. DTTL (denominata anche "Deloitte Global") non fornisce servizi ai clienti. Si invita a leggere l'informativa completa relativa alla descrizione della struttura legale di Deloitte Touche Tohmatsu Limited e delle sue member firm all'indirizzo www.deloitte.com/about.
© Deloitte & Touche S.p.A.
The consolidated financial statements of the Piquadro Group for the period ended as of March 31,2016 and the half-yearly condensed consolidated financial statements for the six month period ended as of September 30, 2015 have been respectively audited and reviewed by other auditors that on June 24, 2016 and on November 25, 2015 expressed an unmodified opinion and an unmodified conclusion on those consolidated financial statements.
DELOITTE & TOUCHE S.p.A.
Signed by Domenico Farioli Partner
Bologna, Italy November 25, 2016
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.