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Esprinet

Annual Report Apr 26, 2016

4497_ir_2016-04-26_c506a38b-fd0e-496a-8bcd-2e75b8d94dcb.pdf

Annual Report

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Esprinet Group

Interim management statement as at 31 December 2015

Approved by the Board of Directors on 11 February 2016

Parent Company:

Esprinet S.p.A. VAT Number: IT 02999990969 Monza e Brianza Companies' Register and Tax Number: 05091320159 R.E.A. 1158694 Registered Office and Administrative HQ: Via Energy Park, 20 - 20871 Vimercate (MB) Subscribed and paid-in share capital as at 31/12/2015: Euro 7,860,651 www.esprinet.com - [email protected]

Company Officers

Board of Directors:

(Mandate expiring with approval of accounts for the year ending 31 December 2017)

Chairman
Deputy Chairman
Chief Executive Officer
Francesco Monti
Maurizio Rota
Alessandro Cattani
(SC)
(SC)
(SC) (CSC)
Director Valerio Casari (CSC)
Director Marco Monti (SC)
Director Tommaso Stefanelli (SC) (CSC)
Director Matteo Stefanelli (SC) (CSC)
Director Cristina Galbusera (InD) (CRC) (RAC)
Director Mario Massari (InD) (CRC) (RAC)
Director Chiara Mauri (InD) (CRC) (RAC)
Director Emanuela Prandelli (InD)
Director Andrea Cavaliere
Secretary Manfredi Vianini Tolomei Studio Chiomenti

Notes:

(InD): Independent Director

(CRC): Control and Risk Committee

(RAC): Remuneration and Appointments Committee (SC): Strategy Committee

(CSC): Competitiveness and Sustainability Committee

Board of Statutory Auditor:

(Mandate expiring with approval of accounts for the year ending 31 December 2017)

Chairman Giorgio Razzoli
Permanent Auditor Bettina Solimando
Permanent Auditor Patrizia Paleologo Oriundi
Alternate Auditor Antonella Koenig
Alternate Auditor Bruno Ziosi

Independent Auditor:

(Mandate expiring with approval of accounts for the year ending 31 December 2018)

Reconta Ernst & Young S.p.A.

Waiver of the obligations to provide information on extraordinary transactions

Pursuant to article 70, section 8, and article 71, section 1-bis, of the Issuers' Regulations issued by Consob, on 21 December 2012 the Board of Directors of Esprinet S.p.A. resolved to make use of the right to waive the obligations to publish the information documents stipulated for significant transactions relating to mergers, demergers, increases in capital by the contribution of goods in kind, acquisitions and transfers.

CONTENTS

Company officers page 2
1 Summary of the Group's economic and financial results page 4
2 Contents and format of the interim management statement page 5
2.1 Consolidation policies, accounting principles and valuation criteria
2.2 General information about the Esprinet Group
2.3 Consolidation area
2.4 Principal assumptions, estimates and roundings
2.5 Restatements of previous published financial statements
3 Consolidated income statement and notes page 8
3.1 Consolidated separate income statement
3.2 Consolidated statement of comprehensive income
3.3 Notes on financial performance of the Group
3.4 Notes to consolidated income statement items
Sales
- Sales by geographical area
- Sales by products and services
- Sales by product family and customer type
Gross profit
Operating costs
Reclassification by nature of some categories of operating costs
- Labour costs and number of employees
- Amortisation, depreciation , write-downs and accruals for risks
Finance costs net
Income tax expenses
Net income and earnings per share
Income/(loss) from disposal groups
4 Consolidated statement of financial position and notes page 2 2
4.1 Consolidated statement of financial position
4.2 Notes to the most significant statement of financial position items
4.2.1 Gross investments
4.2.2 Net financial position and covenants
4.2.3 Goodwill
5 Consolidated statement of changes in net equity page 2 5
6 Consolidated statement of cash flows page 2 6
7 Relationship with related parties page 2 7
8 Segment information page 2 8
8.1
Introduction
8.2
Separate income statement by operating segments
9 Atypical and/or unusual operations page 3 3
1 0 Non-recurring significant events and operations page 3 3
1 1 Significant events occurred in the period page 3 3
1 2 Subsequent events page 3 5
1 3 Outlook page 3 5
1 4 Declaration of the officer responsible for financial reports page 3 7

1. Notes on financial performance for the period

12 months Q4
(euro/000) notes 2015 % 2014 notes % % var.
15/14
2015 % 2014 notes % % var.
15/14
Profit & Loss
Sales 2,693,932 100.0% 2,291,141 100.0% 18% 888,415 100.0% 755,758 100.0% 18%
Gross profit 156,768 5.8% 141,836 6.2% 11% 47,745 5.4% 45,549 6.0% 5%
EBITDA (1) 50,518 1.9% 45,139 2.0% 12% 19,177 2.2% 18,264 2.4% 5%
Operating income (EBIT) 46,457 1.7% 41,086 1.8% 13% 18,101 2.0% 16,773 2.2% 8%
Profit before income tax 42,410 1.6% 39,100 1.7% 8% 17,132 1.9% 16,144 2.1% 6%
Net income 30,827 1.1% 26,813 1.2% 15% 13,071 1.5% 9,463 1.3% 38%
Financial data
Cash flow (2) 34,166 30,080
Gross investments 5,737 3,593
Net w
orking capital
(3) 22,616 58,627 (4)
Operating net w
orking capital
(4) 34,530 77,431 (4)
Fixed assets (5) 101,106 98,058 (4)
Net capital employed (6) 112,296 144,588 (4)
Net equity 298,364 274,872 (4)
Tangible net equity (7) 222,452 198,605 (4)
Net financial debt (8) (186,068) (130,284) (4)
Main indicators
Net financial debt / Net equity (0.6) (0.5) (4)
Net financial debt / Tangible net equity (0.8) (0.7) (4)
EBIT / Finance costs - net 11.4 20.7
EBITDA / Finance costs - net 12.3 22.7
Net financial debt/ EBITDA (3.7) (2.9) (4)
Operational data
N. of employees at end-period 1,016 969
Avarage number of employees (9) 993 972
Earnings per share (euro)
- From continuing operations - basic 0.60 0.51 18% 0.25 0.20 25%
- Basic 0.60 0.53 13% 0.25 0.18 39%
- From continuing operations - diluted 0.60 0.50 20% 0.25 0.19 32%
- Diluted 0.60 0.52 15% 0.25 0.18 39%

(1) EBITDA is equal to the operating income (EBIT) gross of amortisation and depreciation and accruals for risks and charges.

(2) Sum of consolidated net profit before minority interests and amortisation and depreciation.

(3) Sum of current assets, non-current assets held for sale and current liabilities, gross of short-term net financial position.

(4) Sum of trade receivables, inventory and trade payables.

(5) Non-current assets net of non-current financial assets.

(6) Equal to the sum of the net working capital plus fixed assets net of non-current liabilities except of financial liabilities.

(7) Equal to net equity less goodwill and intangible assets.

(8) Sum of borrowings and short term financial liabilities net of cash and cash equivalents, assets/liabilities for financial derivatives and financial receivables. (9) Average of the balance at period beginning and end of companies consolidated.

The 2015 economic and financial results and those of the relative periods of comparison have been measured by applying International Financial Standards ('IFRSs').

In the next table, in combination with IFRSs' defined measures, some 'alternative performance measures', not defined from IFRSs, are presented. These 'alternative performance measures', consistently presented in previous reports and not intended as substitute of IFRSs defined measures, are internally used by the management for measuring and controlling the Group's profitability, performance and financial position.

As required by CESR (Committee of European Securities Regulators) recommendation n. CESR/05-178b, basis of calculation adopted are defined below the table.

2. Contents and format of the interim management statement

2.1 Consolidation policies, accounting principles and valuation criteria

Ordinary shares in Esprinet S.p.A. (ticker: PRT.MI) have been listed in the STAR segment of the MTA market of Borsa Italiana S.p.A., the Italian Stock Exchange since July 27, 2001.

Due to this, the Esprinet Group consolidated interim management statement as at 31 December 2015, nonaudited, has been drawn up in accordance with Article 2.2.3, paragraph 3 a), of the 'Regolamento dei mercati organizzati e gestiti da Borsa Italiana S.p.A.' (market rules of Borsa Italiana S.p.A.), as well as Article 154-ter, paragraph 5 (Financial reports), of the Legislative Decree No. 58/1998 (T.U.F. - Finance Consolidation Act).

Financial data presented in this document result from the application of the same accounting principles (IFRSs - International Financial Reporting Standards), consolidation principles and methods, valuation criteria, conventional definitions and accounting estimates used in previous consolidated financial statements for interim and annual periods, unless otherwise indicated.

Pursuant to Consob Communication No. DEM/8041082 of 30 April 2008 ('Interim financial report of companies listed in Italy') the financial data in said report are comparable with that shown in previous reports and are in line with the financial statements published in the annual report as at 31 December 2014 to which reference should be made for all the explanatory notes to the annual report.

2.2 General information about the Esprinet Group

9.5% 100% 80% 100% 95% 5% 100% 100% 25% 100% Celly Pacific Limited Celly Swiss S.a.g.l. V-Valley S.r.l. Celly S.p.A. Esprinet S.p.A. Assocloud S.r.l. Esprinet Iberica S.L.U. Esprinet Portugal Lda Celly Nordic OY Ascendeo S.a.s.

The chart below illustrates the structure of the Esprinet Group as at 31 December 2015:

Esprinet S.p.A. (hereafter 'Esprinet' or the 'parent company') and its subsidiaries (the 'Esprinet Group' or the 'Group') operate on the Italian, Spanish and Portuguese markets in the 'business-to-business' (B2B) distribution of Information Technology (IT) and consumer electronics.

References to 'Subgroup Italy' and 'Subgroup Spain' can be found in next comments and tables.

As at 31 December 2015, the 'Subgroup Italy' includes, besides the parent company Esprinet S.p.A., V-Valley S.r.l. and Celly S.p.A. (acquired on 12 May 2014), all directly controlled companies, in addition to the associated company Assocloud S.r.l.. The latter, owned by Esprinet S.p.A. together with other 10 partners, is considered as an 'investment in associate' due to Esprinet's significant influence as per by-law provisions.

The acquisition perimeter concerning Celly S.p.A., a company operating in the 'business-to-business' (B2B) distribution of Information Technology (IT) and consumer electronics and more specifically in the wholesale distribution of accessories for mobile devices, includes also its wholly-owned subsidiaries:

  • Celly Nordic OY, a Finnish-law company;
  • Celly Swiss SAGL, a Helvetic-law company;
  • Celly Pacific LTD, a Chinese-law company, completely owned by Celly Swiss SAGL;

all of which are operating in the same segment as the Holding Company, as well as Celly's 25% share in Ascendeo SAS, a French-law company.

At the same date, the Spanish Subgroup is made up by the subsidiary Esprinet Iberica S.L.U. as well as by the Portuguese subsidiary Esprinet Portugal Lda, established on 29 April 2015 and operating since the beginning of June.

Esprinet S.p.A. has its registered and administrative offices in Italy in Vimercate (Monza e Brianza), while warehouses and logistics centres are located in Cambiago (Milan) and Cavenago (Monza e Brianza). Esprinet S.p.A. uses Banca IMI S.p.A. as its specialist firm.

2.3 Consolidation area

The consolidated financial statement derives from the interim accounts of the parent company Esprinet S.p.A. and of its directly and/or indirectly subsidiaries or associated companies, approved by their respective Boards of Directors.

Wherever necessary, the interim accounts of subsidiaries have been suitably adjusted to ensure consistency with the accounting principles used by the parent company.

The table below lists companies included in the consolidation perimeter as at 31 December 2015, all consolidated on a line-by-line basis except for the companies Assocloud S.r.l. and Ascendeo SAS accounted for using the equity method.

Company name Share capital
Head Office
(euro) *
Group
interest
Shareholder Interest
held
Holding company:
Esprinet S.p.A. Vimercate (MB) 7,860,651
Subsidiaries directly controlled:
V-Valley S.r.l. Vimercate (MB) 20,000 100.00% Esprinet S.p.A. 100.00%
Celly S.p.A. Vimercate (MB) 1,250,000 80.00% Esprinet S.p.A. 80.00%
Esprinet Iberica S.L.U. Saragoza (Spain) 55,203,010 100.00% Esprinet S.p.A. 100.00%
Subsidiaries indirectly controlled:
Esprinet Portugal Lda Porto (Portugal) 1,000,000 100.00% Esprinet Iberica S.L.U. 95.00%
Esprinet S.p.A. 5.00%
Celly Nordic OY Helsinki (Finland) 2,500 80.00% Celly S.p.A. 100.00%
Celly Swiss SAGL Lugano (Switzerland) 16,296 80.00% Celly S.p.A. 100.00%
Celly Pacific LTD Honk Kong (China) 935 80.00% Celly Swiss SAGL 100.00%
Associated company
Ascendeo SAS La Courneuve (France) 37,000 20.0% Celly S.p.A. 25.00%
Assocloud S.r.l. Vimercate (MB) 72,000 9.52% Esprinet S.p.A. 9.52%

(*) Share capital values, with reference to the companies publishing financial statements in a currency other than euro, are displayed at historical value.

As compared to 31 December 2014 we remark the entry into the consolidation area of Esprinet Portugal Lda, established under Portuguese law on 29 April 2015.

In addition to the above, on 20 July 2015 the shareholding in the subsidiary Celly S.p.A. grew from 60% to 80%.

For further information please refer to the paragraph 'Significant events occurred in the period'.

2.4 Principal assumptions, estimates and rounding

Within the scope of preparing these interim consolidated financial statements, several estimates and assumptions have been made on the values of revenue, costs, assets and liabilities in the financial statements and on the information relating to potential assets and liabilities at the date of the interim financial statements. These have been applied uniformly to all the financial years presented in this document, unless indicated otherwise.

If these estimates and assumptions, which are based on the best valuation by the management, should differ from actual circumstances in the future, they will be suitably amended during the period in which those circumstances arise.

A detailed description of the assumptions and estimates adopted can be found in the Notes to the Consolidated Financial Statements of the Esprinet Group as at 31 December 2014, to which reference is made.

During the previous interim periods, as permitted by IAS 34, income taxes have been calculated based on the best estimate of the tax burden expected for the entire financial year. On the contrary, in the annual consolidated financial statements and in these interim financial statements and in the interim financial statements relating to fourth quarter 2014, current taxes have been calculated specifically based on the tax rates in force at the closing date of the financial statements.

Prepaid and deferred taxes have been instead estimated based on the tax rates considered to be in force at the time of realization of the assets or settlement of the liabilities to which they refer.

Figures in this document are expressed in thousands of euro, unless otherwise indicated.

In some cases, rounding differences may occur in the tables since figures are shown in euro thousands.

2.5 Restatements of previous published financial statements

No reclassification or changes in the critical accounting estimates regarding previous periods, pursuant to IAS 8, have been made in this interim management statement.

3. Consolidated income statement and notes

3.1 Consolidated separate income statement

Below is the consolidated separate income statement, showing revenues by 'function' in accordance with the IFRS, complete with the additional information required under CONSOB decision number 15519 of 27 July 2006:

12 months non - related 12 months non - related
(euro/000) Notes 2015 recurring parties* 2014 recurring parties*
Sales 33 2,693,932 - 25 2,291,141 - 13
Cost of sales (2,537,164) - - (2,149,305) - -
Gross profit 35 156,768 - 141,836 -
Sales and marketing costs 37 (43,955) - - (38,381) - -
Overheads and administrative costs 38 (66,356) (657) (3,611) (62,369) (918) (3,384)
Operating income (EBIT) 46,457 (657) 41,086 (918)
Finance costs - net 42 (4,040) - 7 (1,987) - 12
Other investments expenses/(incomes) 43 (7) - 1 -
Profit before income tax 42,410 (657) 39,100 (918)
Income tax expenses 45 (11,583) 228 - (13,413) (428) -
Profit from continuing operations 30,827 (429) 25,687 (1,346)
Income/(loss) from disposal groups 47 - 1,126
Net income 30,827 (429) 26,813 (1,346)
- of which attributable to non-controlling interests (299) (222)
- of which attributable to Group 31,126 (429) 27,035 (1,346)
Earnings continuing operation per share - basic 46 0.60 0.51
Earnings per share - basic (euro) 46 0.60 0.53
Earnings continuing operation per share - diluted 46 0.60 0.50
Earnings per share - diluted (euro) 46 0.60 0.52
Q4 non - related Q4 non - related
(euro/000) Notes 2015 recurring parties* 2014 recurring parties*
Sales 33 888,415 - 11 755,758 - 3
Cost of sales (840,670) - - (710,209) - -
Gross profit 35 47,745 - 45,549 -
Sales and marketing costs 37 (11,879) - - (11,121) - -
Overheads and administrative costs 38 (17,765) - (938) (17,655) (25) (841)
Operating income (EBIT) 18,101 - 16,773 (25)
Finance costs - net 42 (969) - (2) (653) - (10)
Other investments expenses/(incomes) 43 - - 24 -
Profit before income tax 17,132 - 16,144 (25)
Income tax expenses 45 (4,061) - - (5,963) (723) -
Profit from continuing operations 13,071 - 10,181 (748)
Income/(loss) from disposal groups 47 - (718)
Net income 13,071 - 9,463 (748)
- of which attributable to non-controlling interests (63) (54)
- of which attributable to Group 13,134 - 9,517 (748)
Earnings continuing operation per share - basic 46 0.25 0.20
Earnings per share - basic (euro) 46 0.25 0.18
Earnings continuing operation per share - diluted 46 0.25 0.19
Earnings per share - diluted (euro) 46 0.25 0.18

(*) Excludes fees paid to executives with strategic responsibilities.

3.2 Consolidated statement of comprehensive income

(euro/000) 12 months 12 months Q4 Q4
2015 2014 2015 2014
Net income 30,827 26,813 13,071 9,463
Other comprehensive income:
- Changes in 'cash flow
hedge' equity reserve
(241) (339) (83) (178)
- Taxes on changes in 'cash flow
hedge' equity reserve
66 (2) 23 49
- Changes in translation adjustment reserve (11) 10 (1) 10
Other comprehensive income not to be reclassified in the separate income statement
- Changes in 'TFR' equity reserve 276 (537) 14 (162)
- Taxes on changes in 'TFR' equity reserve (76) 148 (4) 45
Other comprehensive income 14 (721) (51) (236)
Total comprehensive income 30,841 26,092 13,020 9,227
- of w
hich attributable to Group
31,117 26,349 13,081 9,316
- of w
hich attributable to non-controlling interests
(276) (257) (60) (89)

3.3 Notes on financial performance of the Group

A) Esprinet Group's financial highlights

The Group's main economic, financial and asset results as at 31 December 2015 are hereby summarised:

12 months 12 months
(euro/000) 2015 % 2014 % Var. Var. %
Sales 2,693,932 100.00% 2,291,141 100.00% 402,791 18%
Cost of sales (2,537,164) -94.18% (2,149,305) -93.81% (387,859) 18%
Gross profit 156,768 5.82% 141,836 6.19% 14,932 11%
Sales and marketing costs (43,955) -1.63% (38,381) -1.68% (5,574) 15%
Overheads and administrative costs (66,356) -2.46% (62,369) -2.72% (3,987) 6%
Operating income (EBIT) 46,457 1.72% 41,086 1.79% 5,371 13%
Finance costs - net (4,040) -0.15% (1,987) -0.09% (2,053) 103%
Other investments expenses / (incomes) (7) 0.00% 1 0.00% (8) -800%
Profit before income taxes 42,410 1.57% 39,100 1.71% 3,310 8%
Income tax expenses (11,583) -0.43% (13,413) -0.59% 1,830 -14%
Profit from continuing operations 30,827 1.14% 25,687 1.12% 5,140 20%
Income/(loss) from disposal groups - 0.00% 1,126 0.05% (1,126) -100%
Net income 30,827 1.14% 26,813 1.17% 4,014 15%
Earnings per share - continuing operations 0.60 0.51 0.09 18%
Earnings per share - basic (euro) 0.60 0.53 0.07 13%
Q4 Q4
(euro/000) 2015 % 2014 % Var. Var. %
Sales 888,415 100.00% 755,758 100.00% 132,657 18%
Cost of sales (840,670) -94.63% (710,209) -93.97% (130,461) 18%
Gross profit 47,745 5.37% 45,549 6.03% 2,196 5%
Sales and marketing costs (11,879) -1.34% (11,121) -1.47% (758) 7%
Overheads and administrative costs (17,765) -2.00% (17,655) -2.34% (110) 1%
Operating income (EBIT) 18,101 2.04% 16,773 2.22% 1,328 8%
Finance costs - net (969) -0.11% (653) -0.09% (316) 48%
Other investments expenses / (incomes) - 0.00% 24 0.00% (24) -100%
Profit before income taxes 17,132 1.93% 16,144 2.14% 988 6%
Income tax expenses (4,061) -0.46% (5,963) -0.79% 1,902 -32%
Profit from continuing operations 13,071 1.47% 10,181 1.35% 2,890 28%
Income/(loss) from disposal groups - 0.00% (718) -0.10% 718 -100%
Net income 13,071 1.47% 9,463 1.25% 3,608 38%
Earnings per share - continuing operations 0.25 0.20 0.05 25%
Earnings per share - basic (euro) 0.25 0.19 0.06 32%

Consolidated sales equal to 2,693.9 million euro showed an increase of +18% (402.8 million euro) compared to 2,291.1 million euro as at 31 December 2014. In the fourth quarter sales increased by +18% compared to the same period of the previous year (from 755.8 million euro to 888.4 million euro).

Consolidation gross profit equal to 156.8 million euro showed an increase of +11% (14.9 million euro) compared to the 2014 as consequence of higher sales only partially counterbalanced by a decrease in the gross profit margin. In the fourth quarter gross profit, equal to 47.7 million euro, increased by +5% compared to the same period of previous year.

Consolidated operating income (EBIT) as at 31 December 2015, equal to 46.5 million euro, showed an increase of +13% compared to 31 December 2014 (41.1 million euro). Sales margin, equal to 1.72%, showed a light decrease compared to 1.79% of 2014 and highlighted a recovery in the gross margin decrease, as consequence of a lower operating costs weight, the latter decreased to 4.09% from 4.40%. In the fourth quarter, EBIT equal to 18.1 million euro, increased by +8% (1.3 million euro) compared to the fourth quarter 2014, with an EBIT margin decreased from 2.22% to 2.04% and with a 47bps reduction in operating costs impact.

Consolidated profit before income taxes equal to 42.4 million euro, showed an increase of +8% compared to 31 December 2014, notwithstanding a 2.1 million euro increase in financial charges. In the fourth quarter profit before income taxes increased by +6% (1.0 million euro), thus reaching 17.1 million euro.

Consolidated profit from continuing operation equal to 30.8 million euro, showed an increase of +20% (5.1 million euro) compared to 31 December 2014. In the fourth quarter profit from continuing operation increased by 2.9 million euro (+28%) compared to the same period of 2014.

Consolidated net income was equal to 30.8 million euro, with an increase of +15% (4.0 million euro) compared to 31 December 2014, notwithstanding a 1.1 million euro gain in 'Profit/Loss from disposal groups' booked in 2014 referred to the disposal of Monclick S.r.l. and Comprel S.r.l. subsidiaries. In the fourth quarter 2014 the latter disposal on the contrary resulted in a 0.7 million euro booked charges, thus containing the overall result to 9.5 million euro against 13.1 million euro of the corresponding period of 2015 (+38%).

Earnings per ordinary share from continuing operations as at 31 December 2015, equal to 0.60 euro, showed an increase of +18% compared to 31 December 2014 figure (0.51 euro). In the fourth quarter earnings per ordinary share from continuing operations was equal to 0.25 euro compared to 0.20 euro of 2014.

Earnings per ordinary share as at 31 December 2015, equal to 0.60 euro, showed an increase of +13% compared to 31 December 2014. In the fourth quarter earnings per ordinary share was equal to 0.25 euro compared to 0.19 euro of the corresponding 2014 quarter (+32%).

(euro/000) 31/12/2015 % 31/12/2014 % Var. Var. %
Fixed assets 101,106 90.04% 98,058 67.82% 3,047 3%
Operating net w
orking capital
34,530 30.75% 77,431 53.55% (42,901) -55%
Other current assets/liabilities (11,914) -10.61% (18,804) -13.00% 6,890 -37%
Other non-current assets/liabilities (11,426) -10.17% (12,098) -8.37% 672 -6%
Total uses 112,296 100.00% 144,588 100.00% (32,292) -22% N.S.
Short-term financial liabilities 29,110 25.92% 20,814 14.40% 8,296 40%
Current financial (assets)/liabilities for derivatives 280 0.25% 51 0.04% 229 449%
Financial receivables from factoring companies (2,510) -2.24% (690) -0.48% (1,820) 264%
Customers financial receivables (507) -0.45% (506) -0.35% (1) 0%
Cash and cash equivalents (280,089) -249.42% (225,174) -155.74% (54,915) 24%
Net current financial debt (253,716) -225.94% (205,505) -142.13% (48,211) 23%
Borrow
ings
65,138 58.01% 68,419 47.32% (3,281) -5%
Debts for investments in subsidiaries 4,982 4.44% 9,758 6.75% (4,776) -49%
Non-current financial (assets)/liab. for derivatives 224 0.20% 128 0.09% 96 75%
Customers financial receivables (2,696) -2.40% (3,085) -2.13% 388 -13%
Net financial debt (A) (186,068) -165.69% (130,284) -90.11% (55,784) 43%
Net equity (B) 298,364 265.69% 274,872 190.11% 23,492 9%
Total sources of funds (C=A+B) 112,296 100.00% 144,588 100.00% (32,292) -22%

Consolidated net working capital as at 31 December 2015 was equal to 34.5 million euro compared to 77.4 million euro as at 31 December 2014.

Consolidated net financial position as at 31 December 2015, was positive by 186.1 million euro, compared to a cash surplus of 130.3 million euro as at 31 December 2014. The rise in spot cash liquidity was connected to the improvement in the spot consolidated net working capital as of 31 December 2015 which in turn is influenced by technical events often not related to the average level of working capital and by the level of utilisation of both 'without-recourse' factoring programs referring to the trade receivables and of the corresponding securitization program.

This program is aimed at transferring risks and rewards to the buyer, thus receivables sold are eliminated from balance sheet according to IAS 39.

Taking into account other technical forms of cash advances other than 'without-recourse assignment', but showing the same effects – such as 'confirming' used in Spain –, the overall impact on financial debt was approx. 278 million euro as at 31 December 2015 (approx. 193 million euro as at 31 December 2014);

Consolidated net equity as at 31 December 2015 equal to 298.4 million euro, showed an increase of 23.5 million euro compared to 274.9 million euro as at 31 December 2014.

B) Financial highlights by geographical area

B.1) Subgroup Italy

The main economic, financial and asset results for the Italian subgroup (Esprinet, V-Valley and Celly Group) as at 31 December 2015 are hereby summarised:

12 months 12 months
(euro/000) 2015 % 2014 % Var. Var. %
Sales to third parties 1,997,858 100.00% 1,689,587 100.00% 308,271 18%
Intercompany sales 42,871 2.15% 43,901 2.60% (1,030) -2%
Sales 2,040,729 102.15% 1,733,488 102.60% 307,241 18%
Cost of sales (1,914,735) -95.84% (1,616,960) -95.70% (297,775) 18%
Gross profit 125,994 6.17% 116,528 6.72% 9,466 8%
Sales and marketing costs (37,825) -1.85% (33,112) -1.91% (4,713) 14%
Overheads and administrative costs (54,217) -2.66% (50,252) -2.90% (3,965) 8%
Operating income (EBIT) 33,952 1.66% 33,164 1.91% 788 2%
(euro/000) Q4
2015
% Q4
2014
% Var. Var. %
Sales to third parties 637,554 536,056 101,498 19%
Intercompany sales 10,702 10,993 (291) -3%
Sales 648,256 547,049 101,207 19%
Cost of sales (611,086) (510,189) (100,897) 20%
Gross profit 37,170 5.73% 36,860 6.74% 310 1%
Sales and marketing costs (10,229) -1.58% (9,900) -1.81% (329) 3%
Overheads and administrative costs (14,454) -2.23% (14,077) -2.57% (377) 3%
Operating income (EBIT) 12,487 1.93% 12,883 2.35% (396) -3%

Sales totalled 2,040.7 million euro, showing an increase of +18% compared to 1,733.5 million euro as at 31 December 2014. In the fourth quarter, sales showed an increase of +19% compared to the fourth quarter 2014.

Gross profit, equal to 126.0 million euro showed an increase of +8% compared to 116.5 million euro of 31 December 2014, due to the combined effect of a gross profit margin reduction (from 6.72% to 6.17%) and higher sales. In the fourth quarter 2015, gross profit totalled 37.2 million euro with an increase of +1% compared to the fourth quarter 2014.

Operating income (EBIT) equal to 34.0 million euro showed an increase of +2% compared to the same period of 2014 and an EBIT margin decreased form 1.91% to 1.66% also due to an increase in operating income. In the fourth quarter 2015 EBIT showed a decrease of -3%, reaching 12.5 million euro compared to 12.9 million euro of 2014, and an EBIT margin equal to 1.93% compared to 2.35% of the same period of 2014.

(euro/000) 31/12/2015 % 31/12/2014 % Var. Var. %
Fixed assets 110,210 92.28% 106,851 71.03% 3,358 3%
Operating net w
orking capital
18,351 15.37% 53,792 35.76% (35,441) -66%
Other current assets/liabilities (327) -0.27% (605) -0.40% 278 -46%
Other non-current assets/liabilities (8,806) -7.37% (9,606) -6.39% 800 -8%
Total uses 119,428 100.00% 150,433 100.00% (31,005) -21%
Short-term financial liabilities 28,834 24.14% 20,438 13.59% 8,396 41%
Current financial (assets)/liabilities for derivatives 280 0.23% 51 0.03% 229 449%
Financial receivables from factoring companies (2,510) -2.10% (690) -0.46% (1,820) 264%
Financial (assets)/liab. from/to Group companies (50,000) -41.87% (40,000) -26.59% (10,000) 25%
Customers financial receivables (507) -0.42% (506) -0.34% (1) 0%
Cash and cash equivalents (215,589) -180.52% (180,194) -119.78% (35,395) 20%
Net current financial debt (239,492) -200.53% (200,901) -133.55% (38,591) 19%
Borrow
ings
65,138 54.54% 68,419 45.48% (3,281) -5%
Debts for investments in subsidiaries 4,982 4.17% 9,758 6.49% (4,776) -49%
Non-current financial (assets)/liab. for derivatives 224 0.19% 128 0.09% 96 75%
Customers financial receivables (2,696) -2.26% (3,085) -2.05% 388 -13%
Net Financial debt (A) (171,844) -143.89% (125,680) -83.55% (46,164) 37%
Net equity (B) 291,272 243.89% 276,113 183.55% 15,159 5%
Total sources of funds (C=A+B) 119,428 100.00% 150,433 100.00% (31,005) -21%

Operating net working capital as at 31 December 2015 was equal to 18.4 million euro, compared to 53.8 million euro as at 31 December 2014.

Net financial position as at 31 December 2015, was positive by 171.8 million euro, compared to a cash surplus of 125.7 million euro as at 31 December 2014. The impact of 'without-recourse' sale of trade receivables as at 31 December 2015 was equal to 147 million euro (approx. 70 million euro as at 31 December 2014).

B.2) Subgroup Iberica

The main economic, financial and asset results for the Iberica Subgroup (Esprinet Iberica and Esprinet Portugal) as at 31 December 2015 are hereby summarised:

12 months 12 months
(euro/000) 2015 % 2014 % Var. Var. %
Sales to third parties 696,075 100.00% 601,554 100.00% 94,521 16%
Intercompany sales - - - 0.00% - 0%
Sales
Cost of sales
696,075
(665,251)
100.00%
-95.57%
601,554
(576,161)
100.00%
-95.78%
94,521
(89,090)
16%
15%
Gross profit 30,824 4.43% 25,393 4.22% 5,431 21%
Sales and marketing costs (6,058) -0.87% (4,924) -0.82% (1,134) 23%
Overheads and administrative costs (12,233) -1.76% (12,471) -2.07% 238 -2%
Operating income (EBIT) 12,533 1.80% 7,998 1.33% 4,535 57%
(euro/000) Q4
2015
% Q4
2014
% Var. Var. %
Sales to third parties 250,862 219,702 31,160 14%
Intercompany sales - - - 0%
Sales
Cost of sales
250,862
(240,270)
219,702
(211,056)
31,160
(29,214)
14%
14%
Gross profit 10,592 4.22% 8,646 3.94% 1,946 23%
Sales and marketing costs (1,631) -0.65% (1,163) -0.53% (468) 40%
Overheads and administrative costs (3,339) -1.33% (3,638) -1.66% 299 -8%
Operating income (EBIT) 5,622 2.24% 3,845 1.75% 1,777 46%

Sales was equal to 696.1 million euro, showing an increase of +16% compared to 601.6 million euro of 31 December 2014. In the fourth quarter sales registered an increase of +14% (equal to 31.2 million euro) compared to the same period of 2014.

Gross profit as at 31 December 2015 was equal to 30.8 million euro, showing an increase of +21% compared to 25.4 million euro of the same period of 2014, with a gross profit margin increase from 4.22% to 4.43%. In the fourth quarter gross profit increased by +23% compared to the previous period, with a gross profit margin growth from 3.94% to 4.22%.

Operating income (EBIT), equal to 12.5 million euro, increased by 4.5 million euro compared to 31 December 2014, with an EBIT margin increase from 1.33% to 1.80%. In the fourth quarter 2015 EBIT totalled 5.6 million euro compared to 3.8 million euro of the fourth quarter 2014 showing an EBIT margin increased from 1.75% to 2.24%.

(euro/000) 31/12/2015 % 31/12/2014 % Var. Var. %
Fixed assets 65,540 96.85% 65,765 95.53% (225) 0%
Operating net w
orking capital
16,336 24.14% 23,768 34.53% (7,432) -31%
Other current assets/liabilities (11,587) -17.12% (18,200) -26.44% 6,613 -36%
Other non-current assets/liabilities (2,620) -3.87% (2,492) -3.62% (128) 5%
Total uses 67,669 100.00% 68,841 100.00% (1,172) -2%
Short-term financial liabilities 276 0.41% 376 0.55% (100) -27%
Financial (assets)/liab. from/to Group companies 50,000 73.89% 40,000 58.10% 10,000 25%
Cash and cash equivalents (64,500) -95.32% (44,980) -65.34% (19,520) 43%
Net Financial debt (A) (14,224) -21.02% (4,604) -6.69% (9,620) 209%
Net equity (B) 81,893 121.02% 73,445 106.69% 8,448 12%
Total sources of funds (C=A+B) 67,669 100.00% 68,841 100.00% (1,172) -2%

Operating net working capital as at 31 December 2015 was equal to 16.3 million euro compared to 23.8 million euro as at 31 December 2014.

Net financial position as at 31 December 2015, was positive by 14.2 million euro compared to a cash surplus of 4.6 million euro as at 31 December 2014. The impact of 'without-recourse' sale of both trade receivables and advancing cash-in of credits was approx. 132 million euro (approx. 123 million euro as at 31 December 2014).

C) Separate income statement by legal entity

Find below the separate income statement showing the contribution of each legal entities as considered significant1 :

1 V-Valley S.r.l. and Esprinet Portugal Lda, are both not showed separately as just a "commission sales agent" of Esprinet S.p.A. and just set up in June 2015 respectively.

12 months 2015
Italy Iberica
(euro/000) E.Spa
+ V-Valley
Celly* Elim. and
other
Total E.Iberica
+ E.Portugal
Elim. and
other
Group
Sales to third parties 1,972,407 25,451 - 1,997,858 696,075 - 2,693,932
Intersegment sales 42,829 2,276 (2,234) 42,871 - (42,871) -
Sales 2,015,236 27,727 (2,234) 2,040,729 696,075 (42,871) 2,693,932
Cost of sales (1,901,594) (15,235) 2,094 (1,914,735) (665,251) 42,822 (2,537,164)
Gross profit 113,642 12,492 (140) 125,994 30,824 (49) 156,768
Sales and marketing costs (28,131) (9,732) 38 (37,825) (6,058) (72) (43,955)
Overheads and admin. costs (50,319) (3,880) (18) (54,217) (12,233) 94 (66,356)
Operating income (Ebit) 35,192 (1,120) (120) 33,952 12,533 (27) 46,457
Finance costs - net (4,040)
Share of profits of associates (7)
Profit before income tax 42,410
Income tax expenses (11,583)
Profit from continuing operations 30,827
Income/(loss) from disposal groups -
Net income 30,827
- of which attributable to non-controlling interests (299)
- of which attributable to Group 31,126
12 months 2014
Italy Iberica
(euro/000) E.Spa
+ V-Valley
Celly* Elim. and
other
Total Iberica Elim. and
other
Group
Sales to third parties 1,669,896 19,691 - 1,689,587 601,554 - 2,291,141
Intersegment sales 45,685 - (1,784) 43,901 - (43,901) -
Sales 1,715,581 19,691 (1,784) 1,733,488 601,554 (43,901) 2,291,141
Cost of sales (1,608,661) (9,967) 1,668 (1,616,960) (576,161) 43,816 (2,149,305)
Gross profit 106,920 9,724 (116) 116,528 25,393 (85) 141,836
Sales and marketing costs (26,275) (6,864) 27 (33,112) (4,924) (345) (38,381)
Overheads and admin. costs (47,427) (2,825) - (50,252) (12,471) 354 (62,369)
Operating income (Ebit) 33,218 35 (89) 33,164 7,998 (76) 41,086
Finance costs - net (1,987)
Share of profits of associates 1
Profit before income tax 39,100
Income tax expenses (13,413)
Profit from continuing operations 25,687
Income/(loss) from disposal groups 1,126
Net income 26,813
- of which attributable to non-controlling interests (222)
- of which attributable to Group 27,035

* Consisting of Celly S.p.A., Celly Nordic OY, Celly Swiss S.a.g.l. and Celly Pacific Limited.

Italian Operating income, excluding the negative results of the controlled Celly, is equal to 35.2 million euro, with an increase of +6% compared to the same period of previous year.

3.4 Notes to consolidated income statement items.

In this section the paragraph numbers refer to the corresponding 'Note' in the consolidated separate income statement.

33) Sales

The following provides a breakdown of the Group's sales performance during the period.

Sales by geographical segment

(euro/million) 12 months
2015
% 12 months
2014
% %
Var.
Q4
2015
% Q4
2014
% %
Var.
Italy 1,973.7 73.3% 1,680.1 73.3% 17% 628.4 70.7% 532.3 70.4% 18%
Spain 664.1 24.7% 561.7 24.5% 18% 241.8 27.2% 206.0 27.3% 17%
Other EU countries 45.6 1.7% 43.6 1.9% 5% 13.3 1.5% 15.8 2.1% -16%
Extra EU countries 10.5 0.4% 5.7 0.2% 84% 4.8 0.5% 1.7 0.2% 185%
Group sales 2,693.9 100% 2,291.1 100.0% 18% 888.4 100.0% 755.8 100.0% 18%

Sales in other EU countries mainly refer to sales made by the Spanish and Portuguese subsidiaries to customers residing in Portugal. Sales to extra E.U. countries almost wholly refer to the sales to clients whose residence is in the Republic of San Marino.

Sales by products and services

(euro/million) 12 months 12 months % Q4 Q4 %
2015 % 2014 % Var. 2015 % 2014 % Var.
Product sales 1,989.5 73.9% 1,681.6 73.4% 18% 635.2 71.5% 533.9 70.6% 19%
Services sales 8.4 0.3% 8.0 0.3% 5% 2.4 0.3% 2.1 0.3% 14%
Sales - Subgroup Italy 1,997.9 74.2% 1,689.6 73.7% 18% 637.6 71.8% 536.0 70.9% 19%
Product sales 696.0 25.8% 601.5 26.3% 16% 250.8 28.2% 219.8 29.1% 14%
Sales - Subgroup Spain 696.0 25.8% 601.5 26.3% 16% 250.8 28.2% 219.8 29.1% 14%
Group sales 2,693.9 100.0% 2,291.1 100.0% 18% 888.4 100.0% 755.8 100.0% 18%

Sales by product family and customer type

(euro/million) 12 months
2015
% 12 months
2014
% %
Var.
Q4
2015
% Q4
2014
% %
Var.
GDO/GDS 755.5 28.0% 514.6 22.5% 47% 299.2 33.7% 191.7 25.4% 56%
Dealers 752.8 27.9% 661.6 28.9% 14% 235.6 26.5% 208.0 27.5% 13%
Office/Consumables dealers 428.6 15.9% 419.2 18.3% 2% 130.9 14.7% 126.3 16.7% 4%
Vars 410.2 15.2% 397.2 17.3% 3% 98.8 11.1% 123.2 16.3% -20%
Shops on-line 208.6 7.7% 181.0 7.9% 15% 68.6 7.7% 66.5 8.8% 3%
Sub-distributors 138.2 5.1% 117.5 5.1% 18% 55.3 6.2% 40.1 5.3% 38%
Sales 2,693.9 100.0% 2,291.1 100.0% 18% 888.4 100.0% 755.8 100.0% 18%
(euro/million) 12 months
2015
% 12 months
2014
% %
Var.
Q4
2015
% Q4
2014
% %
Var.
PCs - notebooks 562.4 20.9% 504.7 22.0% 11% 193.1 21.7% 161.1 21.3% 20%
TLC 571.1 21.2% 284.7 12.4% 101% 220.6 24.8% 134.8 17.8% 64%
PCs - desktops and monitors 264.0 9.8% 245.5 10.7% 8% 86.1 9.7% 75.9 10.0% 13%
Consumables 234.8 8.7% 243.9 10.6% -4% 58.3 6.6% 64.4 8.5% -9%
Consumer electronics 264.0 9.8% 235.6 10.3% 12% 87.7 9.9% 76.4 10.1% 15%
PCs - tablets 189.2 7.0% 216.3 9.4% -13% 69.1 7.8% 75.5 10.0% -8%
Storage 113.7 4.2% 106.5 4.6% 7% 27.8 3.1% 34.5 4.6% -19%
Peripheral devices 121.8 4.5% 117.0 5.1% 4% 36.4 4.1% 38.5 5.1% -5%
Softw
are
110.2 4.1% 105.6 4.6% 4% 37.5 4.2% 30.2 4.0% 24%
Netw
orking
58.0 2.2% 41.4 1.8% 40% 20.6 2.3% 12.8 1.7% 61%
Servers 47.3 1.8% 37.1 1.6% 27% 13.2 1.5% 11.8 1.6% 12%
Services 19.6 0.7% 18.3 0.8% 7% 5.6 0.6% 5.0 0.7% 12%
Other 137.8 5.1% 134.5 5.9% 2% 32.4 3.6% 34.9 4.6% -7%
Sales 2,693.9 100% 2,291.1 100% 18% 888.4 100% 755.8 100% 18%

The sales analysis by customer type shows a widespread improvement as compared to 2014, with significant performance in the 'GDO/GDS' channel (+47%) as well as in small-medium business customers ('Dealers', +14%).

A general growth also is recorded in the third quarter, continuing to be driven by 'GDO/GDS' channel (+56%), with the only exception of 'VAR' channel (-20%).

The analysis by product highlights a boost for 'TLC' segment (+101%), where the surge of smartphones can be pointed out, and positive results for 'PCs-notebooks' (+11%) and 'Consumer electronics' (+12%) segments. The families 'PCs-desktops and monitors' (+8%), 'Storage' (+7%), 'Networking' (+40%) and 'Servers' (+27%) also show positive results, as opposed to the negative trend of 'Tablets' (-13%) and 'Consumables' (-4%). The fourth quarter shows similar trends for the above mentioned product families with the exception of 'Storage' that shows a decrease (-19%).

35) Gross profit

12 months 12 months % Q4 Q4 %
(euro/000) 2015 % 2014 % Var. 2015 % 2014 % Var.
Sales 2,693,932 100.00% 2,291,141 100.00% 18% 888,415 100.00% 755,758 100.00% 18%
Cost of sales 2,537,164 94.18% 2,149,305 93.81% 18% 840,670 94.63% 710,209 93.97% 18%
Gross profit 156,768 5.82% 141,836 6.19% 11% 47,745 5.37% 45,549 6.03% 5%

The consolidated gross profit totalled 156.8 million euro and showed an increase of +11% (+14.9 million euro) compared to 2014 as a consequence of higher sales only partially counterbalanced by a decrease in gross profit margin. In the fourth quarter the gross profit, equal to 47.7 million euro, increased by 5% compared to the same period of previous year.

37-38) Operating costs

(euro/000) 12 months 12 months % Q4 Q4 %
2015 % 2014 % Var. 2015 % 2014 % Var.
Sales 2,693,932 100.00% 2,291,141 100.00% 18% 888,415 100.00% 755,758 100.00% 18%
Sales and marketing costs 43,955 1.63% 38,381 1.68% 15% 11,879 1.34% 11,121 1.47% 7%
Overheads and administrative costs 66,356 2.46% 62,369 2.72% 6% 17,765 2.00% 17,655 2.34% 1%
Operating costs 110,311 4.09% 100,750 4.40% 9% 29,644 3.34% 28,776 3.81% 3%
- of w
hich non recurring
657 0.02% 918 0.04% -28% - 0.00% (25) 0.00% -100%
'Recurring' operating costs 109,654 4.07% 99,832 4.36% 10% 29,644 3.34% 28,801 3.81% 3%

In 2015, operating costs, amounting to 110.3 million euro, increased by 9.6 million euro compared to 2014 although with an operating costs margin down from 4.40% in 2014 to 4.09% in 2015. During 2015, key personnel termination indemnities were displayed as non-recurring costs (657 thousand euro). In the same period of 2014 key personnel termination indemnities in the parent company (equal to 700 thousand euro), as well as estimated transaction costs related to Celly's acquisition (equal to 218 thousand euro) were identified as non-recurring items.

Reclassification by nature of some categories of operating costs

For the purposes of providing more information, some categories of operating costs allocated by 'function' have been reclassified by 'nature'.

Labour costs and number of employees
(euro/000) 12 months
2015
% 12 months
2014
% %
Var.
Q4
2015
% Q4
2014
% % Var.
Sales 2,693,932 2,291,141 18% 888,415 755,758 18%
Wages and salaries 33,909 1.26% 31,028 1.35% 9% 8,864 1.00% 8,163 1.08% 9%
Social contributions 10,012 0.37% 9,386 0.41% 7% 2,490 0.28% 2,360 0.31% 6%
Pension obligations 2,001 0.07% 1,799 0.08% 11% 494 0.06% 429 0.06% 15%
Other personnel costs 911 0.03% 745 0.03% 22% 259 0.03% 182 0.02% 42%
Employee termination incentives 999 0.04% 791 0.03% 26% 83 0.01% 46 0.01% 80%
Share incentive plans 381 0.01% 220 0.01% 73% 154 0.02% 55 0.01% 180%
Total labour costs (1) 48,213 1.79% 43,969 1.92% 10% 12,344 1.39% 11,235 1.49% 10%

(1) Cost of temporary workers excluded

At 31 December 2015 the labour costs amounted to 48.2 million euro, increasing by +10% (+4.2 million euro) compared to the previous year.

This change is mainly due to the fact that Celly group was included for only 5 months in 2014 (having been acquired on 12 May 2014) and that the staff number increased across other Group companies.

The 'Share incentive plans' amount refers to the costs of 'Long Term Incentive Plans' in force in each different period. In 2015, 308 thousand euro refer to the last plan approved in April 2015 and vesting up to in April 2018, while the residual 73 thousand euro refer to the 2012-2014 plan ended in April 2015.

The employees number of the Group as at 31 December 2015 - split by qualification - is shown in the table below: 2

2 Interns and temporary workers excluded.

Clerks and
Executives middle
manager
Workers Total Average*
Esprinet S.p.A. 18 641 2 661
Celly S.p.A. 1 36 - 37
V-Valley S.r.l. - - - -
Celly Pacific LTD - 3 - 3
Celly Sw
iss SAGL
- - - -
Celly Nordic OY - 2 - 2
Subgroup Italy 19 682 2 703 701
Esprinet Iberica S.L.U. - 256 50 306
Esprinet Portugal Lda - 7 - 7
Subgroup Spain - 263 50 313 292
Group as at 31 December 2015 19 945 52 1,016 993
Group as at 31 December 2014 20 895 54 969 972
Var 31/12/2015 - 31/12/2014 (1) 50 (2) 47 21
Var % -5% 6% -4% 5% 2%

(*) Average of the balance at period-beginning and period-end.

The number of employees increased by 47 units, from 969 to 1,016, compared to 31 December 2014, while the employees average number in 2015 increased by 21 units compared to the same period of the previous year.

Amortisation, depreciation, write-downs and accruals for risks

12 months 12 months % Q4 Q4 %
(euro/000) 2015 % 2014 % Var. 2015 % 2014 % Var.
Sales 2,693,932 ##### 2,291,141 ##### 18% 888,415 ##### 755,758 ##### 18%
Depreciation of tangible assets 2,845 0.11% 2,648 0.12% 7% 798 0.09% 670 0.09% 19%
Amortisation of intangible assets 494 0.02% 619 0.03% -20% 48 0.01% 199 0.03% -76%
Amort . & depreciation 3,339 0.12% 3,268 0.14% 2% 846 0.10% 869 0.12% -3%
Write-dow
ns of fixed assets
- 0.00% - 0.00% 0% - 0.00% - 0.00% 0%
Amort. & depr., write-downs (A) 3,339 0.12% 3,268 0.14% 2% 846 0.10% 869 0.12% -3%
Accruals for risks and charges (B) 722 0.03% 785 0.03% -8% 230 0.03% 622 0.08% -63%
Amort. & depr., write-downs,
accruals for risks (C=A+B)
4,061 0.15% 4,053 0.18% 0% 1,076 0.12% 1,491 0.20% -28%

42) Finance costs – net

12 months 12 months % Q4 Q4 %
(euro/000) 2015 % 2014 % Var. 2015 % 2014 % Var.
Sales 2,693,932 ###### 2,291,141 ###### 18% 888,415 ###### 755,758 ###### 18%
Interest expenses on borrow
ings
1,948 0.07% 953 0.04% >100% 517 0.06% 455 0.06% 14%
Interest expenses to banks 527 0.02% 586 0.03% -10% 124 0.01% 93 0.01% 33%
Other interest expenses 21 0.00% 9 0.00% >100% - 0.00% 1 0.00% NA
Upfront fees amortisation 410 0.02% 209 0.01% 96% 105 0.01% 101 0.01% 4%
Interest on shareholdings acquired 140 0.01% 34 0.00% >100% 50 0.01% (202) -0.03% <-100%
IAS 19 expenses/losses 66 0.00% 113 0.00% -42% 17 0.00% 20 0.00% -15%
IFRS financial lease interest expenses 1 0.00% - 0.00% NA - 0.00% - 0.00% NA
Total financial expenses (A) 3,113 0.12% 1,904 0.08% 64% 813 0.09% 468 0.06% 74%
Interest income from banks (336) -0.01% (799) -0.03% -58% (58) -0.01% (184) -0.02% -68%
Interest income from others (156) -0.01% (176) -0.01% -11% (32) 0.00% (43) -0.01% -26%
Derivatives ineffectiveness - 0.00% (310) -0.01% NA - 0.00% - 0.00% NA
Total financial income(B) (492) -0.02% (1,285) -0.06% -62% (90) -0.01% (227) -0.03% -60%
Net financial exp. (C=A+B) 2,621 0.10% 619 0.03% >100% 723 0.08% 241 0.03% >100%
Foreign exchange gains (833) -0.03% (269) -0.01% >100% (85) -0.01% (111) -0.01% -23%
Foreign exchange losses 2,252 0.08% 1,637 0.07% 38% 331 0.04% 523 0.07% -37%
Net foreign exch. (profit)/losses (D) 1,419 0.05% 1,368 0.06% 4% 246 0.03% 412 0.05% -40%
Net financial (income)/costs (E=C+D) 4,040 0.15% 1,987 0.09% >100% 969 0.11% 653 0.09% 48%

The negative balance of 4.0 million euro between financial income and charges shows a worsening (+2.1 million euro) compared to the same period of previous year.

This result is mainly due to the net interest to banks (equal to a negative balance of 1.6 million euro), showing a 1.4 million euro increase compared to the same period of last year, as a consequence of the following combined effects:

  • an increase in the average financial indebtedness of the Group toward the banking sector due to higher average working capital requirements substantially resulting from the growth in business volume;
  • a different mix of financing in favour of more stable and expensive technical forms rather then short-term receivables based financing, aimed at extending indebtedness duration;
  • a decrease in interest rates receivable on temporary liquidity deposits.

The increase in items other than interest to banks is mainly due to the zeroing in financial income relating to derivative ineffectiveness (0.3 million in the 2014) as well as to the increase in upfront fee amortisation charges (equal to 0.2 million euro).

Also in the fourth quarter of 2015, net financing costs show an increase (+0.3 million euro) as compared to the same period of the previous year mainly due to the combined effects of a rise in the balance of banking interest (+0.2 million euro) as well as of interest on shareholding acquisitions (+0.3 million), only partially offset by an improved foreign exchange management (-0.2 million euro).

45) Income tax expenses

(euro/000) 12 months
2015
% 12 months
2014
% %
Var.
Q4
2015
% Q4
2014
% %
Var.
Sales
Current and deferred taxes
2,693,932 ######
11,583
0.43% 2,291,141 ######
13,413
0.59% 18%Ricavi 888,415 ######
-14% Imposte correnti e differite
4,061
0.46% 755,758 ######
5,963
0.79% 18%
-32%
Profit before taxes
Tax rate
42,410
27%
1.57%
0.00%
39,100
34%
1.71%
0.00%
8% Utile ante imposte 17,132 1.93%
-20% Tax rate 24%
0.00% 16,144
37%
2.14%
0.00%
6%
-36%

Income tax expenses, equal to 11.6 million euro, decreased by -14% compared to 2014 because of a lower tax rate, mainly due to the coming into effect of deductibility of labour costs3 for IRAP tax purposes, only partially offset by a higher taxable income.

46) Net income and earnings per share

30,827
30,827
51,704,685 51,222,940
51,897,324 52,330,411
0.60
0.60
25,687
26,813
0.51
5,140
4,015
20%
15%
13,071
13,071
51,757,451 51,222,940
10,181
9,463
2,890
3,608
28%
38%
52,098,436 52,420,455
0.09 18% 0.25 0.20 0.05 25%
0.53 0.07 13% 0.25 0.18 0.07 39%
0.60 0.50 0.10 20% 0.25 0.19 0.06 32%
0.60 0.52 0.08 15% 0.25 0.18 0.07 39%
Q4 Q4 %
2014 Var.
755,758 18%
0.00% -
Monclick Monclick Comprel
-
-
-
-
-
-
-
-
-
344
842
(60)
- - - 1,126
12 months
2014
2,291,141
Realised disposal gains/losses are stated net of selling costs.
shares, were used in the calculation of the 'diluted' profit per share.
%
12 months 2015
Comprel
%
Var.
18%
1,126 0.05% -100%
Total
No own shares held in portfolio were used to calculate the 'basic' earnings per share.
%
2015
888,415
0.00%
28 February with respect to Monclick and on 23 July 2014 with respect to Comprel S.r.l
The table below summarizes the above-mentioned results, broken down by disposal group.
14
2,452
(4)
2,462
The potential shares involved in the stock grant plan approved on 30 April 2015 by the Esprinet S.p.A.
Shareholders' meeting, resulting in the free assignment of 646,889 rights to receive Esprinet S.p.A. ordinary
%
(718) -0.10% -100%
As at 31 December 2014 this item summed up the net income of both the subsidiary Monclick S.r.l. and
Comprel S.r.l. held for sale, as well as the other charges and income referring to their disposal, occurred on
12 months 2014
Total
330
(1,610)
(56)
(1,336)

47) Income/(loss) from disposal groups

(euro/000) 12 months
2015
% 12 months
2014
% %
Var.
Q4
2015
% Q4
2014
% %
Var.
Sales 2,693,932 2,291,141 18% 888,415 755,758 18%
Income/(loss) from disposal group - 0.00% 1,126 0.05% -100% - 0.00% (718) -0.10% -100%
(euro/000) 12 months 2015 12 months 2014
Monclick
Comprel
Total Monclick Comprel Total
Net income from disposal group - - - 14 330 344
Gain/(Loss) realized - - - 2,452 (1,610) 842
Income taxes on gain/(loss) from disposal groups - - - (4) (56) (60)
Income/(loss) from disposal group - - - 2,462 (1,336) 1,126

4. Consolidated statement of financial position and notes

4.1 Consolidated statement of financial position

The table below shows the consolidated statement of financial position drawn up according to IFRS principles, together with the information required pursuant to Consob Resolution No. 15519 of 27 July 2006:

(euro/000) related
31/12/2015
parties
31/12/2014 related
parties
ASSETS
Non-current assets
Property, plant and equipment 12,131 10,271
Goodw
ill
75,246 75,246
Intangible assets 665 1,021
Investments in associates 48 45
Deferred income tax assets 8,346 9,932
Receivables and other non-current assets 7,366 1,285 4,628 1,188
103,802 1,285 101,143 1,188
Current assets
Inventory 304,848 253,488
Trade receivables 251,398 13 275,983 16
Income tax assets 4,154 1,774
Other assets 17,306 - 9,814 -
Cash and cash equivalents 280,089 225,174
857,795 13 766,233 16
Disposal groups assets - -
Total assets 961,597 1,298 867,376 1,204
EQUITY
Share capital 7,861 7,861
Reserves 258,601 237,783
Group net income 31,126 27,035
Group net equity 297,588 272,679
Non-controlling interests 776 2,193
Total equity 298,364 274,872
LIABILITIES
Non-current liabilities
Borrow
ings
65,138 68,419
Derivative financial liabilities 224 128
Deferred income tax liabilities 4,760 4,795
Retirement benefit obligations 4,044 4,569
Debts for investments in subsidiaries 4,982 9,758
Provisions and other liabilities 2,622 2,734
81,770 90,403
Current liabilities
Trade payables 521,716 - 452,040 -
Short-term financial liabilities 29,110 20,814
Income tax liabilities 764 1,361
Derivative financial liabilities 280 51
Provisions and other liabilities 29,593 - 27,835 -
581,463 - 502,101 -
Disposal groups liabilities - -
Total liabilities 663,233 - 592,504 -
Total equity and liabilities 961,597 - 867,376 -

For further details on operations with related parties, see the related section in the 'Interim Management Statement'.

4.2 Notes to the most significant statement of financial position items

4.2.1 Gross investments

31/12/2015 31/12/2014
(euro/000) Esprinet Group Subgroup
Italy
Esprinet
Iberica
Esprinet
Group
Plant and machinery 1,230 574 656 265
Ind. and comm. equipment & Other assets 3,511 3,316 195 1,584
Assets under construction and advances 550 451 99 930
Total Property, plant and equipment 5,291 4,341 950 2,779
Start-up and expansion costs - - - -
Industrial patents and intellectual rights 446 437 9 766
Licences, concessions, brand names and similar rights - - - 11
Assets under construction and advances - - - 37
Total intangible asstes 446- 437- 9- 814-
Total gross investments 5,737 4,778 959 3,593

Investments in 'Plant and machinery' mainly refer to the opening of the new Cash & Carry store in Madrid on 23 April 2015 and to investments linked to the extension of Italian warehouses. Increase in 'Industrial & commercial equipment & other assets' mainly refers to purchase of electronic machinery by the parent company.

4.2.2 Net financial position and covenants

(euro/000) 31/12/2015 31/12/2014 Var. 30/09/2015 Var.
Short-term financial liabilities 29,110 20,814 8,296 64,918 (35,808)
Customer financial receivables (507) (506) (1) (475) (32)
Current financial (assets)/liabilities for derivatives 280 51 229 217 63
Financial receivables from factoring companies (2,510) (690) (1,820) (600) (1,910)
Cash and cash equivalents (280,089) (225,174) (54,915) (69,529) (210,560)
Net current financial debt (253,716) (205,505) (48,211) (5,469) (248,215)
Borrow
ings
65,138 68,419 (3,281) 61,090 4,048
Debts for investments in subsidiaries 4,982 9,758 (4,776) 4,933 49
Non-current financial (assets)/liabilities for derivatives 224 128 96 154 70
Customer financial receivables (2,696) (3,085) 388 (2,696) -
Net financial debt (186,068) (130,284) (55,784) 58,012 (244,080)

For the definition of financial debt please see the paragraph 'Principal accounting definitions and estimates' in the consolidated accounts as at 31 December 2014.

The Group's net financial position, positive in the amount of 186.1 million euro, corresponds to a net balance of gross financial debts of 94.2 million euro, customer financial receivables equal to 3.2 million euro, financial receivables from factoring companies totalling 2.5 million euro, debts for investments in subsidiaries equal to 5.0 million euro, cash and cash equivalents equal to 280.1 million euro and financial liabilities for derivatives of 0.5 million euro.

The liquid assets mainly consist of free and unrestricted bank deposits of a transitional nature as they are formed temporarily at the end of the month as a result of the Group's distinctive financial cycle.

A feature of this cycle is the high concentration of funds received from customers and factoring companies – the latter in the form of net income from the non-recourse assignment of trade receivables – normally received at the end of each calendar month, while payments to suppliers, also tending to be concentrated at the end of the period, are usually spread more equally throughout the month. For this reason, the spot figure at the end of a period does not represent the net financial indebtedness or the average treasury resources for the same period.

The without-recourse sale of account receivables revolving programme focusing on selected customer segments continued during 2015 both in Italy and in Spain as part of the processes aimed at the structural optimisation of the management of working capital. In addition, in July 2015 a securitization program of other trade receivables was started in Italy. These programs are aimed at transferring risks and rewards to the buyer thus receivables sold are eliminated from balance sheet according to IAS 39. The overall effect on the levels of financial debt as at 31 December 2015 is approx. 278 million euro (approx. 193 million euro as at 31 December 2014).

4.2.3 Goodwill

Goodwill amounts to 75.2 million euro with no changes compared to 31 December 2014.

The annual impairment test, required by IAS 36, was carried out in reference to the financial statements as at 31 December 2014 and no impairment loss emerged with reference to the CGUs existing at that date.

IAS 36 also requires the goodwill impairment test to be effected more frequently whenever 'triggering events' (i.e. indications of loss of value) occur. However, as no such indicators appeared in the period between the annual impairment test, made in March 2015, and the date of this financial report, no other impairment tests were carried out on figures posted as at 31 December 2015.

In the light of above, the goodwill values booked as at 31 December 2014 and still outstanding in this financial report are confirmed.

It is noted that the Board of Directors meeting called in March 2016 to discuss the draft financial statements for the year ended 31 December 2015 will also formally and specifically approve both the 2016-20E plans and the impairment test procedure in order to ensure that it complies with the IAS 36 requirements.

Further information regarding 'Goodwill' and the impairment test methods used can be found in the notes to the consolidated financial statements of 31 December 2014.

5. Consolidated statement of changes in net equity

(euro/000) Share
capital
Reserves Own
shares
Profit for
the
period
Total net
equity
Minority
interest
Group net
equity
Balance at 31 December 2013 7,861 241,940 (13,070) 23,095 259,826 - 259,826
Total comprehensive income/(loss) - (721) - 26,813 26,092 (257) 26,349
Change in equity by Celly group acquisition - 2,528 - - 2,528 2,528 -
Allocation of last year net income/(loss) - 18,536 - (18,536) - - -
Dividend payment - - - (4,559) (4,559) - (4,559)
Transactions with owners - 21,064 - (23,095) (2,031) 2,528 (4,559)
Increase/(decrease) in 'stock grant' plan reserve - 913 - - 913 - 913
Variation in Celly IAS / FTA reserve - (203) - - (203) (78) (125)
Other variations - 4 - - 4 - 4
Variation in reserve on 40% Celly option - (9,729) - - (9,729) - (9,729)
Balance at 31 December 2014 7,861 253,268 (13,070) 26,813 274,872 2,193 272,679-
Balance at 31 December 2014 7,861 253,268 (13,070) 26,813 274,872 2,193 272,679
Total comprehensive income/(loss) - 14 - 30,827 30,841 (276) 31,117
Allocation of last year net income/(loss) - 20,410 - (20,410) - - -
Change in equity by Celly group acquisition - (1,990) - - (1,990) (1,086) (904)
Dividend payment - - - (6,403) (6,403) - (6,403)
Transactions with owners - 18,420 - (26,813) (8,393) (1,086) (7,307)
Change in 'stock grant' plan reserve - (1,662) - - (1,662) - (1,662)
Assignment and acquisition of Esprinet ow
n shares
- (9,985) 7,925 - (2,060) - (2,060)
Variation in Celly IAS / FTA reserve - (87) - - (87) (17) (70)
Other variations - (26) - - (26) (38) 12
Variation in reserve on 40% Celly option - 4,879 - - 4,879 - 4,879
Balance at 31 December 2015 7,861 264,821 (5,145) 30,827 298,364 776 297,588

6. Consolidated statement of cash flows4

(euro/000) 12 months
2015
12 months
2014
Cash flow provided by (used in) operating activities (D=A+B+C) 74,021 3,872
Cash flow generated from operations (A) 50,444 46,324
Operating income (EBIT) 46,457 41,086
Net income from disposal groups - 1,533
Depreciation, amortisation and other fixed assets w
rite-dow
ns
3,339 3,267
Net changes in provisions for risks and charges (112) (36)
Net changes in retirement benefit obligations (316) (439)
Stock option/grant costs 1,076 913
Cash flow provided by (used in) changes in working capital (B) 38,910 (29,587)
Inventory (51,139) (34,785)
Trade receivables 24,585 (54,006)
Other current assets (8,050) (3,954)
Trade payables 69,559 54,266
Other current liabilities 3,955 8,892
Other cash flow provided by (used in) operating activities (C) (15,333) (12,865)
Interests paid, net (1,037) 446
Foreign exchange (losses)/gains (1,470) (1,239)
Net results from associated companies (10) (7)
Gain on Monclick disposal - (2,452)
Comprel w
rite - dow
n
- 1,610
Income taxes paid (12,815) (11,223)
Cash flow provided by (used in) investing activities (E) (14,747) 638
Net investments in property, plant and equipment (4,705) (2,606)
Net investments in intangible assets (138) (769)
Changes in other non current assets and liabilities (3,117) 643
Celly business combination (1,990) (12,336)
Monclick selling - 2,787
Net assets disposal group - Comprel - 12,919
Ow
n shares acquisition
(4,797) -
Cash flow provided by (used in) financing activities (F) (4,360) 43,771
15,000 67,000
Medium/long term borrow
ing
(1,707) (13,274)
Net change in financial liabilities (9,796) (7,370)
Net change in financial assets and derivative instruments (1,108) 2,583
Deferred price Celly acquisition
Option on 40% Celly sharesd
(4,776)
4,913
9,758
(9,691)
Dividend payments (6,403) (4,559)
Increase/(decrease) in 'cash flow
edge' equity reserve
(175) (341)
Changes in third parties net equity (308) (335)
Net increase/(decrease) in cash and cash equivalents (G=D+E+F) 54,915 48,281
Cash and cash equivalents at year-beginning 225,174 176,893
Net increase/(decrease) in cash and cash equivalents 54,915 48,281
Cash and cash equivalents at year-end 280,089 225,174
The table below shows the changes during the period and the reconciliation with the final situation at the end
of that period:
4 Effects of relationships with related parties are omitted as non-significant.
(euro/000) 12 months
2015
12 months
2014
Net financial debt at start of year (130,284) (141,652)
Cash flow provided by (used in) operating activities 74,021 3,872
Cash flow provided by (used in) investing activities (14,747) 638
Cash flow provided by (used in) changes in net equity (1,974) (14,926)
Total cash flow 57,300 (10,416)
Unpaid interests (1,516) (952)
Net financial position at end of year (186,068) (130,284)
Short-term financial liabilities 29,110 20,814
Financial receivables from customers (507) (506)
Current financial (assets)/liabilities for derivatives 280 51
Financial receivables from factoring companies (2,510) (690)
Cash and cash equivalents (280,089) (225,174)
Net currant financial debt (253,716) (205,505)
Borrowings 65,138 68,419
Debts for investments in subsiadiaries 4,982 9,758
Non current financial (assets)/liabilities for derivatives 224 128
Financial receivables from customers (2,696) (3,085)
Net financial debt (186,068) (130,284)

7. Relationship with related parties

Group operations with related parties have been defined as per IAS 24 and were effected in compliance with current laws and according to mutual economic advantage.

Any products sold to individuals were done so under the same conditions as those usually applied to employees.

Operations among the parent company Esprinet S.p.A. and its subsidiaries included in the consolidation area were excluded from the interim consolidated financial statements and therefore they are not quoted in this section.

During the first nine months, relationships with related parties consisted essentially in the sales of products and services at market conditions between Group's entities and associates or companies where the key management personnel of Esprinet S.p.A. play important roles.

Relationships with key managers result from the recognition of the payments for services rendered by the same.

Achieved sales are related to the sales of consumer electronics products to business and private customers at market condition.

Services received mainly refer to leasing agreements entered into at market conditions in previous years with the real estate companies, Immobiliare Selene S.r.l. in the case of the Cambiago (MI) logistics site and M.B. Immobiliare S.r.l. in the case of the Cavenago (MB) logistics site, respectively.

As shown in the previous table, the total value of the aforementioned transactions is not material compared to the total volume of the Company's activities, however.

8. Segment information

8.1 Introduction

The Esprinet Group is organised in the geographical business areas of Italy and Spain (operating segments) where it performs the business-to-business (B2B) distribution of Information Technology (IT) and consumer electronics.

A 'geographical segment' is involved in investments and transactions aimed at providing products or services within a particular economic environment that is subject to risks and returns that are different from those achievable in other geographical segments.

A 'business segment' is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments.

Although the organisation by geographical segments is the main way of managing and analysing the Group's results, the next tables also provide a fuller picture of the operating results and assets balances of the business segments where the Group has operated in Italy.

8.2 Segment results

The separate income statement, statement of financial position and other significant information regarding each of the Esprinet Group's operating segments are as follows:

12 months 2015
Italy Iberica
(euro/000) Distr. IT &
CE B2B
Distr. IT
& CE B2C
Electr.
Comp.
Distr.
Elim. and
other
Total % Distr. It
& CE B2B
% Elim.
and
other
Group
Sales to third parties 1,997,858 - - - 1,997,858 696,075 - 2,693,932
Intersegment sales 42,871 - - - 42,871 - (42,871) -
Sales 2,040,729 - - - 2,040,729 696,075 (42,871) 2,693,932
Cost of sales (1,914,613) - - (122) (1,914,735) (665,251) 42,822 (2,537,164)
Gross profit 126,116 - - (122) 125,994 6.31% 30,824 4.43% (49) 156,768
Sales and marketing costs (37,825) - - - (37,825) -1.89% (6,058) -0.87% (72) (43,955)
Overheads and admin. costs (54,219) - - 2 (54,217) -2.71% (12,233) -1.76% 94 (66,356)
Operating income (Ebit) 34,072 - - (120) 33,952 1.70% 12,533 1.80% (27) 46,457
Finance costs - net (4,040)
Share of profits of associates (7)
Profit before income tax 42,410
Income tax expenses (11,583)
Profit from continuing operations 30,827
Income/(loss) from disposal groups -
Net income 30,827
- of which attributable to non-controlling interests (299)
- of which attributable to Group 31,126
Depreciation and amortisation 2,715 - - - 2,715 380 244 3,339
Other non-cash items 3,113 - - - 3,113 130 - 3,243
Investments 4,778 959 - 5,737
Total assets 812,148 276,995 (127,546) 961,597

Separate income statement and other significant information per operating segment

12 months 2014
Italy Iberica
(euro/000) Distr. IT &
CE B2B
Distr. IT
& CE B2C
Distr.
Comp.
Elettr.
Elim. and
other
Total % Distr. It
& CE B2B
% Elim.
and
other
Group
Sales to third parties 1,689,587 - - - 1,689,587 601,554 - 2,291,141
Intersegment sales 43,901 - - - 43,901 - (43,901) -
Sales 1,733,488 - - - 1,733,488 601,554 (43,901) 2,291,141
Cost of sales (1,616,872) - - (88) (1,616,960) (576,161) 43,816 (2,149,305)
Gross profit 116,616 - - (88) 116,528 6.90% 25,393 4.22% (85) 141,836
Sales and marketing costs (33,112) - - - (33,112) -1.96% (4,924) -0.82% (345) (38,381)
Overheads and admin. costs (50,252) - - - (50,252) -2.97% (12,471) -2.07% 354 (62,369)
Operating income (Ebit) 33,252 - - (88) 33,164 1.96% 7,998 1.33% (76) 41,086
Finance costs - net (1,987)
Share of profits of associates 1
Profit before income tax 39,100
Income tax expenses (13,413)
Profit from continuing operations 25,687
Income/(loss) from disposal groups 1,126
Net income 26,813
- of which attributable to non-controlling interests (222)
- of which attributable to Group 27,035
Depreciation and amortisation 2,710 - - - 2,710 307 251 3,268
Other non-cash items 3,363 - - - 3,363 243 - 3,606
Investments 2,900 693 - 3,593
Total assets 742,357 244,384 (119,365) 867,376
Q4 2015
Italy Iberica
(euro/000) Distr. IT
& CE B2B
Distr. IT
& CE B2C
Electr.
Comp.
Distr.
Elim. and
Other
Total % Distr. It &
CE B2B
% Elim.
and
other
Group
Sales to third parties 637,554 - - - 637,554 250,862 888,415
Intersegment sales 10,702 - - - 10,702 - (10,702) -
Sales 648,256 - - - 648,256 250,862 (10,702) 888,415
Cost of sales (611,109) - - 23 (611,086) (240,270) 10,686 (840,670)
Gross profit 37,147 - - 23 37,170 5.83% 10,592 4.22% (16) 47,745
Sales and marketing costs (10,229) - - - (10,229) -1.60% (1,631) -0.65% (19) (11,879)
Overheads and admin. costs (14,453) - - (1) (14,454) -2.27% (3,339) -1.33% 28 (17,765)
Operating income (Ebit) 12,465 - - 22 12,487 1.96% 5,622 2.24% (7) 18,101
Finance costs - net (969)
Share of profits of associates -
Profit before income tax 17,132
Income tax expenses (4,061)
Profit from continuing operations 13,071
Income/(loss) from disposal groups -
Net income 13,071
- of which attributable to non-controlling interests (63)
- of which attributable to Group 13,134
Depreciation and amortisation 672 - - - 672 112 62 846
Other non-cash items 488 - - - 488 19 - 507
Investments 1,020 117 - 1,137
Total assets 812,148 276,995 (127,546) 961,597
Q4 2014
Italy Iberica
(euro/000) Distr. IT
& CE B2B
Distr. IT
& CE B2C
Electr.
Comp.
Distr.
Elim. and
Other
Total % Distr. It &
CE B2B
% Elim.
and
other
Group
Sales to third parties 536,056 - - - 536,056 219,702 755,758
Intersegment sales 10,993 - - - 10,993 - (10,993) -
Sales 547,049 - - - 547,049 219,702 (10,993) 755,758
Cost of sales (510,147) - - (42) (510,189) (211,056) 11,036 (710,209)
Gross profit 36,902 - - (42) 36,860 6.88% 8,646 3.94% 43 45,549
Sales and marketing costs (9,900) - - - (9,900) -1.85% (1,163) -0.53% (58) (11,121)
Overheads and admin. costs (14,085) - - 8 (14,077) -2.63% (3,638) -1.66% 60 (17,655)
Operating income (Ebit) 12,917 - - (34) 12,883 2.40% 3,845 1.75% 45 16,773
Finance costs - net (653)
Share of profits of associates 24
Profit before income tax 16,144
Income tax expenses (5,963)
Profit from continuing operations 10,181
Income/(loss) from disposal groups (718)
Net income 9,463
- of which attributable to non-controlling interests (54)
- of which attributable to Group 9,517
Depreciation and amortisation 723 - - - 723 80 67 870
Other non-cash items 1,093 (19) (123) - 951 225 - 1,176
Investments 862 520 - 1,382
Total assets 742,357 244,384 (119,365) 867,376

Statement of financial position by operating segments

31/12/2015
(euro/000) Italy Iberica
Distr. IT &
CE B2B
Elim. and
other
Total Italy Distr. IT &
CE B2B
Elim. and
other
Group
ASSETS
Non-current assets
Property, plant and equipment 10,495 - 10,495 1,636 - 12,131
Goodw
ill
10,626 5,020 15,646 58,561 1,039 75,246
Intangible assets 621 - 621 44 - 665
Investments in associates 66 (18) 48 - - 48
Investments in others 85,688 (9,955) 75,733 - (75,733) -
Deferred income tax assets 3,129 66 3,195 5,101 50 8,346
Receivables and other non-current assets 7,168 - 7,168 198 - 7,366
117,793 (4,887) 112,906 65,540 (74,644) 103,802
Current assets
Inventory
217,919 (210) 217,709 87,296 (157) 304,848
Trade receivables 192,176 - 192,176 59,222 - 251,398
Income tax assets 4,154 - 4,154 - - 4,154
Other assets 69,614 - 69,614 437 (52,745) 17,306
Cash and cash equivalents 215,589 - 215,589 64,500 - 280,089
699,452 (210) 699,242 211,455 (52,902) 857,795
Disposal groups assets - - - - - -
Total assets 817,245 (5,097) 812,148 276,995 (127,546) 961,597
EQUITY
Share capital 9,131 (1,270) 7,861 54,693 (54,693) 7,861
Reserves 269,498 (9,667) 259,831 18,798 (20,028) 258,601
Group net income 22,723 65 22,788 8,367 (29) 31,126
Group net equity 301,352 (10,872) 290,480 81,858 (74,750) 297,588
Non-controlling interests - 792 792 35 (51) 776
Total equity 301,352 (10,080) 291,272 81,893 (74,801) 298,364
LIABILITIES
Non-current liabilities
Borrow
ings
65,138 - 65,138 - - 65,138
Derivative financial liabilities 224 - 224 - - 224
Deferred income tax liabilities
Retirement benefit obligations
2,521
4,044
-
-
2,521
4,044
2,239
-
-
-
4,760
4,044
Debts for investments in subsidiaries - 4,982 4,982 - - 4,982
Provisions and other liabilities 2,240 1 2,241 381 - 2,622
74,167 4,983 79,150 2,620 - 81,770
Current liabilities
Trade payables 391,534 - 391,534 130,182 - 521,716
Short-term financial liabilities 28,834 - 28,834 50,276 (50,000) 29,110
Income tax liabilities 90 - 90 674 - 764
Derivative financial liabilities 280 - 280 - - 280
Provisions and other liabilities 20,988 - 20,988 11,350 (2,745) 29,593
441,726 - 441,726 192,482 (52,745) 581,463
Disposal groups liabilities - - - - - -
Total liabilities 515,893 4,983 520,876 195,102 (52,745) 663,233
Total equity and liabilities 817,245 (5,097) 812,148 276,995 (127,546) 961,597
31/12/2014
Italy Iberica
(euro/000) Distr. IT &
CE B2B
Elim. and
other
Total Italy Distr. IT &
CE B2B
Elim. and
other
Group
ASSETS
Non-current assets
Property, plant and equipment 9,191 - 9,191 1,080 - 10,271
Goodw
ill
10,626 5,020 15,646 58,561 1,039 75,246
Intangible assets 944 - 944 77 - 1,021
Investments in associates 55 (10) 45 - - 45
Investments in others 83,602 (7,965) 75,637 - (75,637) -
Deferred income tax assets 4,014 28 4,042 5,850 40 9,932
Receivables and other non-current assets 4,431 - 4,431 197 - 4,628
112,863 (2,927) 109,936 65,765 (74,558) 101,143
Current assets
Inventory 195,347 (89) 195,258 58,359 (129) 253,488
Trade receivables 201,100 - 201,100 74,883 - 275,983
Income tax assets 1,774 - 1,774 - - 1,774
Other assets 54,094 - 54,094 397 (44,677) 9,814
Cash and cash equivalents 180,194 - 180,194 44,980 - 225,174
632,509 (89) 632,420 178,619 (44,806) 766,233
Disposal groups assets - - - - - -
Total assets 745,372 (3,016) 742,356 244,384 (119,364) 867,376
EQUITY
Share capital 9,131 (1,270) 7,861 54,693 (54,693) 7,861
Reserves
Group net income
240,191
39,565
(10,667)
(3,054)
229,524
36,511
14,467
4,285
(6,208)
(13,761)
237,783
27,035
Group net equity 288,887 (14,991) 273,896 73,445 (74,662) 272,679
Non-controlling interests -
288,887
2,217
(12,774)
2,217
276,113
-
73,445
(24)
(74,686)
2,193
274,872
Total equity
LIABILITIES
Non-current liabilities
Borrow
ings
68,419 - 68,419 - - 68,419
Derivative financial liabilities 128 - 128 - - 128
Deferred income tax liabilities 2,690 - 2,690 2,105 - 4,795
Retirement benefit obligations 4,569 - 4,569 - - 4,569
Debts for investments in subsidiaries - 9,758 9,758 - - 9,758
Provisions and other liabilities 2,347 - 2,347 387 - 2,734
78,153 9,758 87,911 2,492 - 90,403
Current liabilities
Trade payables 342,566 - 342,566 109,474 - 452,040
Short-term financial liabilities 20,438 - 20,438 40,376 (40,000) 20,814
Income tax liabilities 1,111 - 1,111 250 - 1,361
Derivative financial liabilities 51 - 51 - - 51
Provisions and other liabilities 14,166 - 14,166 18,347 (4,678) 27,835
378,332 - 378,332 168,447 (44,678) 502,101
Disposal groups liabilities - - - - - -
Total liabilities 456,485 9,758 466,243 170,939 (44,678) 592,504
Total equity and liabilities 745,372 (3,016) 742,356 244,384 (119,364) 867,376

9. Atypical and/or unusual operations

No atypical and/or unusual events or operations according to the definition as per Consob communication No. DEM 6064293 of 28 July 2006 occurred during the period.

10. Non-recurring significant events and operations

During 2015, key personnel termination indemnities were displayed as non-recurring costs (657 thousand euro).

In 2014 employee termination indemnities in the parent company (equal to 700 thousand euro), tax expense in Spain, mainly arising from the impairment of deferred tax assets related to previous losses due to the future cut in the Spanish theoretical tax rate (equal to 689 thousand euro), as well as estimated transaction costs in Celly's acquisition (equal to 218 thousand euro) were identified as non-recurring items.

The following table shows effects of the above said events and operations on the income statement (included the related fiscal effects):

(euro/000) Charge type 12 months
2015
12 months
2014
Var.
Overheads and administrative costs Transaction costs on Celly's acquisition - (218) 218
Overheads and administrative costs Employee termination incentives (657) (700) 43
Overheads and administrative costs Defence charges - - -
Total SG&A (657) (918) 261
Operating income (EBIT) (657) (918) 261
Finance costs - net Interests on delayed tax payments - - -
Profit before income taxes (657) (918) 261
Income tax expenses Recovery of previous years taxes - - -
Income tax expenses Changes in Spanish tax rate on initial losses - (689) 689
Income tax expenses Non-recurring events impact 228 261 (33)
Profit for the period (429) (1,346) 228
Non - controlling interest - - -
Net income / (loss) (429) (1,346) 228

11. Significant events occurred in the period

Relevant events occurred in the period are briefly described below:

Esprinet Portugal established

On April 29th 2015 the new legal entity Portugal Lda was established according to the Portuguese law with the purpose of further enhance Groups' distribution activities in Portugal territory. The abovementioned company started its operating activities at the beginning of June.

Esprinet S.p.A. Annual Shareholders Meeting

On April 30th 2015, Esprinet Shareholders' meeting approved the separated financial statements for the fiscal year ended December 31st 2014, and the distribution of a dividend of € 0.125 per ordinary share, corresponding to a pay-out ratio of 25% based on Esprinet Group's consolidated net profit.

Following the expiry of previous mandate, Shareholder's Meeting appointed the new Board of Directors and the Board of Statutory Auditors which will remain in office until approval of the financial statements for the 2017 fiscal year.

The new Board is made up as follows: Francesco Monti, Maurizio Rota, Alessandro Cattani, Valerio Casari, Marco Monti, Tommaso Stefanelli, Matteo Stefanelli, Cristina Galbusera, Mario Massari, Chiara Mauri, Emanuela Prandelli, Andrea Cavaliere.

The new Board of Statutory Auditors is made up as follows: Giorgio Razzoli (Chairman) Bettina Solimando (standing statutory auditor), Patrizia Paleologo Oriundi (standing statutory auditor), Antonella Koenig (alternate statutory auditor) and Bruno Ziosi (alternate statutory auditor).

Shareholders' Meeting approved a Long Term Incentive Plan, in relation to remuneration policies and in accordance with article 114-bis of legislative decree 58/1998, for the members of the Company's Board of Directors and other executives for the period 2015/2016/2017. The object of the plan is the free allocation of ordinary shares in the Company ('performance stock grant') to beneficiaries designated by the Board of Directors, up to a maximum of 1,150,000 shares in the Company already in portfolio.

Subject to prior revocation of former authorization resolved on the Shareholder's Meeting of April 30th 2014,the Shareholders' Meeting resolved also to authorise, the acquisition and disposal of own shares. The plan represents the re-iteration of the former one and comprises up to 10,480,000 ordinary shares of Esprinet S.p.A. with a nominal value of € 0.15 each, or a maximum of 10% of share capital, taking into account the own shares hold by the Company.

New Long-term incentive plan: allocation of share rights for free

On June 30th 2015 Esprinet S.p.A Board of Directors', pursuant to the Shareholders' Meeting resolution as of April 30th 2015 concerning the new 2015-17 'Long Term Incentive Plan', freely assigned n. 646.889 rights out of a maximum of 1,150,000 designed by the Shareholding Meeting – to some members of the Board of Directors as well as to other Company's executives.

The exercise of the stock plan is conditional upon the achievement of some financial targets and the beneficiary being still employed by the Group at the expiry of the vesting period which coincides with the date of presentation of the Consolidated Financial Statement of Esprinet Group as at 31 December 2017.

Acquisition of additional 20% in Celly's share capital

On July 20th, Esprinet S.p.A acquired 20% stake in Celly S.p.A. from GIR S.r.l., a company owned by Claudio Gottero, Celly's former co-Chief Executive Officer. The transaction is part of the agreements aimed at regulating the termination of any relationships between Celly and the above-mentioned Claudio Gottero. As consequence of this acquisition, Esprinet owns 80% in Celly's share capital.

Purchase price for the 20% of shares has been equal to 1.99 million euro, thus implying a 100% equity value of 9.95 million euro.

Stefano Bonfanti remains as owner of remaining 20% of shares keeping its powers as Chief Executive Officer.

Share buy-back program

Pursuant to the Shareholders Meeting's resolution as of April 30th 2015 and in execution of the share buy-back program initiated on June 30th 2015, the Company purchased a total of 615,489 ordinary shares of Esprinet S.p.A. (or 1.17% of total share capital) along the period between July 22nd 2015 and September 24th 2015. The average gross purchase price was of euro 7.79 per share.

Taking into account the abovementioned operations the Company owned n. 646,889 own shares (or 1.23% of share capital) as of September 30th 2015.

Securitization of trade receivables for a maximum amount of 80.0 million euro

On July 27th 2015, Esprinet S.p.A. and its fully owned subsidiary V-Valley S.r.l. have completed as originators a securitization transaction involving the transfer of up to 80.0 million euro of their trade receivables.

The transaction, which has been structured by UniCredit Bank AG involves the assignment on a monthly "nonrecourse" revolving basis of trade receivables to a "special purpose vehicle" under L. n. 130/99 named Vatec S.r.l., over a maximum period of 3 years.

The purchase of trade receivables by Vatec S.r.l. is being funded through the issue of different classes of notes: class A notes (senior), subscribed by a conduit sponsored by UniCredit Group, class B notes (mezzanine) and class C notes (junior) subscribed by specialised investors.

Challenge of some resolutions of the Shareholders' Meeting and the Board of Directors

Some Esprinet's shareholders has challenged before the Court of Milan, by serving on 30th July 2015 a writ of summon, some Shareholders Meeting's resolutions as at 30 April 2015 having as object the Report on

Remuneration as well as an incentive plan, to the benefit of the Directors and managers of the Company, consisting in the granting to such beneficiaries of rights to subscribe for free the shares of the Company subject to the occurrence of certain performance targets.

On 31st July and on 3rd August 2015 a Director of the Company – appointed after the slate of candidates for the Board of Directors presented by the same shareholders who have challenged the abovementioned resolutions – has challenged, by serving two writ of summons, some resolutions passed by the Board of Directors' meeting held on 4th May 2015, having as objects, respectively, the granting of delegated powers to some Directors, the appointment of the Vice-President of the Company and the approval of a non-fixed remuneration plan defined by the Shareholders' Meeting held on 30th April 2015.

The Company - supported by its legal advisories – reaffirms the full fairness and compliance to laws and articles of association of the conduct of its managerial bodies and trusts that the court will soon confirm it by rejecting any challenge.

Sale of 'Rosso Garibaldi' shops through subsidiary Celly

On 30 October 2015 Celly S.p.A. signed the selling agreement of 'Rosso Garibaldi' retail business involved in the retail sale of mobile phone accessories. It was made up of n. 5 shops under the brand 'Rosso Garibaldi' including n. 20 employees - located in as many shopping malls in Milano, Roma, Grugliasco (TO), Marghera (VE) and Vimodrone (MI).

The consideration of the transaction was 0.7 million euro of which 100 thousand euro as goodwill. The buyer, RossoGaribaldi S.p.A., is a newly created company under the sponsorship of Claudio Gottero, former CEO at Celly S.p.A., with the purpose of being an Italian hub for future developments in mobile phone accessories retail space.

Total turnover achieved by the shops in the first 10 months of 2015 was approx. 0.9 million euro.

The transaction is fully consistent with Esprinet Group's strategy aimed at focusing on B2B distribution through dismissal of 'non-core' activities. Sale took effect from 11.59 p.m. of 31 October 2015.

12. Subsequent events

No significant events occurred after 31 December 2015.

13. Outlook

Despite concerns related to the worsening sentiment in the Eurozone, due to the fears for the slowdown of the global economy, the IT distribution market doesn't stop showing a strong appeal both to vendors and resellers both for its skilled operating efficiency as well as for its ability to offer to customers both a wide product range and delivery capabilities.

With reference to the wholesale distribution market, Context data (FY 2015 data, January 2016) showed a growth of European distributors' sales equal to +8% compared to 2014, with the fourth quarter growing by +9% compared to the same period of the previous year.

The Panel covers so far around € 60 billion revenue, with the German market ranking first, U.K. second, Italy third preceding France, which ranked fourth as per sales volume. While in the first half the European distributors grew by +7%, in the second half they increased to +9% mainly thanks to the recovery of Germany, which grew to +5% of the second half from the -4% of the first one.

With reference to the countries where the Group operates, Spain ranked in the first place as per sales growth among the European countries, with an impressive +18.6% year-over-year (with the second half posting a +17% after the +20% of the first one), while Portugal, where the Group has recently started its local operations, recorded a light decrease (-1.2%).

In Spain, the best performing product macro-categories were TLCs (mainly smartphones), growing by +30%, followed by software (+25%) and mobile computing (i.e. notebook) increasing by +6%, hence maintaining its leadership in the distributors' sales mix with a share of more than 24%. Looking at vendors' performance, Apple, Lenovo and Hewlett Packard were the fastest-growing ones, while IBM and Samsung decreased compared to 2014. Esprinet Iberica grew its market share by half a point, hence getting close to the second position within the national distributors' ranking, despite lacking the Apple iPhone distribution contract, which also influenced the positive results of the Panel. More in particular, the market share grew in the retailers' cluster (representing about 40% of Iberica's sales), which grew by +10% year-over-year (source: GFK, February 2016).

The Italian distributors grew by +9% in the second half compared to the same period of 2015, following the +13% of the first six months: such a result was pushed by TLCs (+81%) which, thanks to smartphones, triggered the category to the first place of distributors' sales mix, with an historic overtaking with respect to mobile computing (i.e. notebook). Smartphones weighted more than 80% of the whole growth of the Panel in 2015: net of smartphones, the Italian distribution grew by +2%. Looking at vendors' results, best performers were Apple, Lenovo, Dell and Cisco, while Samsung, Acer and Toshiba were down year over year. Esprinet Italy market share, by far the #1 in the ranking, furtherly increased by almost +2 percentage points. While Esprinet Italy sales mix generates a higher sales volume with 'business' resellers (which represent two third of the revenue) compared to Iberica's one, the Italian operations were able to increase their share also within the 'consumer' ones (i.e. 'retailer'), the latter growing by +5% (source GFK, February 2016).

The FY 2015 results met the financial market consensus and confirmed management's skills in exploiting the opportunities to both reinforce the Group's leadership in Italy, mainly referring to smartphone's growth, and increase sales and EBIT % of the Spanish subsidiary, the latter being able to react to competitors armed by Apple iPhone contract.

With reference to the current fiscal year, the Group will confirm the strategy, started in the middle of 2014, pointed at focusing exclusively on the wholesale distribution business, implementing the capability to profit out of the vertical competences in the 'value' distribution area, through the subsidiary V-Valley, and in the mobility one, mainly thanks to the subsidiary Celly.

The Group expects to overperform the market in 2016 as well, favoring the suppliers and the product categories providing the best gross margin while continuing its tight risk management of inventory and receivables.

The Group will continue to take into account also external growth options, both in Italy and Spain, everywhere any value creation opportunity for its shareholders may arise.

Vimercate, 11 February 2016

Of behalf of the Board of Directors The Chairman Francesco Monti

14. Declaration of the officer responsible for financial reports

Declaration under article 154-bis, par. 2 of the Financial Consolidation Act.

SUBJECT: Interim management statement as at 31 December 2015

The undersigned Pietro Aglianò, the manager responsible for preparing the accounting documents of

ESPRINET S.p.A.

in accordance with the provisions of in article 154 bis, par. 2 of the Finance Consolidation Act

HEREBY DECLARES

that the Interim management statement as at 31 December 2015 agrees with the accounting documents, books and records.

Vimercate, 11 February 2016

The Officer in charge of drawing up financial reports

(Pietro Aglianò)

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