Quarterly Report • Nov 26, 2015
Quarterly Report
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INTERIM FINANCIAL REPORT OF THE PIQUADRO GROUP AS AT 30 SEPTEMBER 2015
PIQUADRO GROUP
| CORPORATE BODIES HOLDING OFFICE AT 30 SEPTEMBER 20157 |
|---|
| THE GROUP STRUCTURE8 |
| INFORMATION ON OPERATIONS9 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION13 |
| CONSOLIDATED NET FINANCIAL POSITION 14 |
| OTHER INFORMATION15 |
| CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2015 17 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION18 |
| CONSOLIDATED INCOME STATEMENT20 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME21 |
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 22 |
| CONSOLIDATED STATEMENT OF CASH FLOWS23 |
| NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 201524 |
| GENERAL INFORMATION25 |
| CRITERIA FOR THE PREPARATION OF CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS, THE GROUP STRUCTURE AND THE SCOPE OF CONSOLIDATION26 |
| COMMENT ON THE MAIN ITEMS IN THE STATEMENT OF FINANCIAL POSITION34 |
| COMMENT ON THE MAIN INCOME STATEMENT ITEMS 43 |
| OTHER INFORMATION46 |
| CERTIFICATION ON THE CONSOLIDATED FINANCIAL STATEMENTS PURSUANT TO 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 2015: 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) 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 - Terminal 1 (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 Barcelona - "La Roca Village" (Piquadro Spain) Retail outlet Taipei (Taiwan) - Eslite Dun Nan (Piquadro Taiwan) Point of sale Taipei (Taiwan) - Xin Yin Shop (Piquadro Taiwan) Point of sale Hong Kong - Kowloon – I Square Shopping Mall (Piquadro Hong Kong 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) 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) Retail outlet Barcelona (España) – El Corte Ingles, Placa Catalunya 14 (Piquadro España) 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 Paris (France) – Rue Saint Honorè 330/332 (Piquadro France) 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
PIQUADRO GROUP
Forte dei Marmi (LU) – Via Mazzini 15/b (Piquadro S.p.A.) Point of sale Valencia (Spain) – El Corte Ingles, Calle Pintor Sorolla (Piquadro Spain) Point of sale Tainan City (Taiwan) – Mitsukoshi (Piquadro Taiwan) Point of sale Barcelona (Spain) – El Corte Ingles Diagonal, Av. Diagonal (Piquadro Spain) 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) Point of sale Taipei (Taiwan) - Sogo Zhongxiao Shop (Piquadro Taiwan) Point of sale Hong Kong – Hong Kong Island – Sogo Causeway (Piquadro Hong Kong Ltd) Point of sale Taipei City (Taiwan) – Mitsukoshi Taipei Xinyi (Piquadro Taiwan) 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 Serravalle Scrivia (AL) - "Serravalle Designer Outlet" (Piquadro S.p.A.) Retail outlet
INTERIM REPORT ON OPERATIONS AS AT 30 SEPTEMBER 2015
The consolidated interim financial report as at 30 September 2015 (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 2015. 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 2016)
| Chairman and CEO |
|---|
| Managing director |
| Managing director |
| Managing director |
| Director |
| Director |
| Director |
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2016)
| Gianni Lorenzoni | Chairman |
|---|---|
| Paola Bonomo | Independent non-executive director |
| Anna Gatti | 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 2016)
| Paola Bonomo | Chairman |
|---|---|
| Gianni Lorenzoni | Independent non-executive director |
| Anna Gatti | Independent non-executive director |
(holding office for three years until the approval of the financial statements as at 31 March 2016)
Regular members Giuseppe Fredella Chairman Pietro Michele Villa Patrizia Lucia Maria Riva
Giacomo Passaniti Maria Stefania Sala
(holding office for nine years until the approval of the financial statements as at 31 March 2016)
PricewaterhouseCoopers S.p.A.
MANAGER RESPONSIBLE FOR THE PREPARATION OF CORPORATE ACCOUNTING DOCUMENTS Roberto Trotta
Mario Panzeri
The chart below shows the structure of the Piquadro Group as at 30 September 2015:
No significant events occurred during the half-year ended 30 September 2015.
For information purposes, it is reported that on 23 July 2015 the Shareholders' Meeting of Piquadro S.p.A. approved the Financial Statements for the financial year ended 31 March 2015 and the distribution of a unit dividend of Euro 0.04 to the Shareholders, for a total amount of Euro 2 million. The dividend was paid starting from 5 August 2015 2014 with coupon no. 8 being detached on 3 August 2015.
Furthermore, on the same date the Shareholders' Meeting approved 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 2016, – by using the reserves available according to the last financial statements as duly approved.
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 2015/2016 financial year the Group reported an improved sales performance compared to the same period in the 2014/2015 financial year.
In the half-year ended 30 September 2015, the Piquadro Group reported net sales revenues equal to Euro 33,182 thousand (+2.6%) compared to Euro 32,345 thousand reported in the corresponding period in the 2014/2015 financial year. In the half-year ended 30 September 2015, sales volumes, in terms of quantities sold in the relevant period, showed an increase of 0.6% compared to the same period in the 2014/2015 financial year.
In the half-year ended 30 September 2015, the Piquadro Group reported, in terms of profitability, EBITDA1 equal to about Euro 4.6 million (with the net sales revenues accounting for 13.9%), showing a decrease of 7% compared to the value recorded in the first half-year of the 2014/2015 financial year (Euro 4.9 million, equal to 15.3% of net sales revenues).
The Group's EBITDA, net of exchange rate differences recorded in financial operations (which posted a positive value of Euro 256 thousand in the current half-year compared to a positive value of Euro 53 thousand in the corresponding half-year of the previous financial year), decreased by 2.9%.
The Group's EBIT2 came to Euro 3.3 million (equal to 10.1% of net sales revenues), down by 8.1% compared to the half-year ended 30 September 2014 (Euro 3.6 million, equal to 11.2% of net sales revenues).
As at 30 September 2015 the Group net profit was equal to Euro 2,252 thousand, essentially in line with the corresponding half-year in the previous financial year (equal to Euro 2,249 thousand at 30 September 2014).
The Group's EBIT, net of exchange rate differences recorded in financial operations (which posted a positive value of Euro 256 thousand in the current half-year compared to a positive value of Euro 53 thousand in the corresponding half-year of the previous financial year), decreased by 2.5%.
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, financial income and charges 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 charges and income taxes.
As at 30 September 2015 the Piquadro Group recorded net sales revenues equal to Euro 33,182 thousand, an increase of 2.6% compared to the half-year ended 30 September 2014. Below is reported the breakdown of revenues by distribution channel and geographical area.
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 | Net revenues as at | Net revenues as at | |||
|---|---|---|---|---|---|
| (in thousands of Euro) |
30 September 2015 |
% | 30 September 2014 |
% | % change 2015/2014 |
| DOS | 10,897 | 32.8% | 10,900 | 33.7% | 0.0% |
| Wholesale | 22,285 | 67.2% | 21,445 | 66.3% | 3.9% |
| Total | 33,182 | 100.0% | 32,345 | 100.0% | 2.6% |
The table below reports the breakdown of net consolidated revenues by distribution channel:
The revenues reported by the DOS channel were in line with the same period in the 2014/2015 year; this result was determined both by the marginal increase in the quantities sold in the already existing shops in the previous year and by the closures of nine shops, starting from October 2014, of which five closures took place in the Far East area (three shops in China, one shop in Taiwan and one shop in Macau), three shops in Italy (of which one shop was involved in the fire that occurred at the Fiumicino T3 Airport) and one shop in France, and which accounted for about 8.0% of the channel's turnover in the previous period. Furthermore, it should be noted that, as early as in the 2014/2015 half-year, seven shops had been closed (three shops in China, one shop in Taiwan and three shops in Hong Kong), which had accounted for 3% of the channel's turnover.
In the 2015/2016 half-year, 6 new shops became operational, which accounted for about 6% of the channel's turnover. The DOS channel also included turnover generated from the e-commerce website of the Group, which showed an increase of 27.3%. 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 7.5% (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 5.6%).
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.
Sales reported by the Wholesale channel, which as at 30 September 2015 represented 67.2% of the Group's total turnover, showed an increase of 3.9% compared to the 2014/2015 financial year. This growth was driven by both sales on the domestic market (+6.5% against the same period of the previous financial year) and sales in the Rest of the World area (+76.6% against the same period of the previous financial year). Sales reported by the Wholesale channel in Europe showed a decrease of 16.5% (net of the Russian market share, this decrease was equal to 2.9%), to be attributed to temporary slowdowns in the orders from some peripheral countries. At 30 September 2015, sales reported by the Wholesale channel in the foreign market (which includes Europe and the non-European geographical area named "Rest of the World") accounted for 14.4% of the consolidated turnover (15.5% as at 30 September 2014). On the contrary, sales reported by the Wholesale channel in the domestic market accounted for 52.8% of the consolidated turnover (50.8% as at 30 September 2014), up by 6.5%.
The table below reports the breakdown of net revenues by geographical area:
| Geographical area | Net revenues 30 September |
% | Net revenues 30 September |
% | % change |
|---|---|---|---|---|---|
| (in thousands of Euro) | 2015 | 2014 | 2015/2014 | ||
| Italy | 25,945 | 78.2% | 24,341 | 75.3% | 6.6% |
| Europe | 5,161 | 15.6% | 6,040 | 18.7% | (14.6%) |
| Rest of the world | 2,077 | 6.3% | 1,963 | 6.1% | 5.8% |
| Total | 33,182 | 100.0% | 32,345 | 100.0% | 2.6% |
From a geographical point of view, the Group's revenues as at 30 September 2015 showed a 6.6% increase in the sales in the domestic market, which still accounts for a high percentage of the Group's total turnover equal to 78.2%. On the contrary, in the European market, the Group recorded a turnover of about Euro 5.2 million, down by 14.6% compared to the period in the 2014/2015 year (a decrease of 5%, net of exposure to Russia). In the non-European geographical area turnover increased by 5.8% compared to the same period in the 2014/2015 financial year, mainly as a result of growth in countries such as Iran, Mexico, China and Malaysia and despite the closure of 5 DOS shops (three shops in China, one shop in Taiwan and one shop in Macau), starting from October 2014 and the closure of 7 DOS shops (three shops in China, three shops in Hong Kong and one shop in Taiwan) in the corresponding half-year of the previous financial year, also due to the effect of the reorganisation of the distribution business in the Asian markets with a view to the new distribution model that led to the signature of an agreement with a Chinese partner and to the simultaneous opening of 3 new shops, one of which is located in New York.
In the opinion of the management, the decrease in the operating result, compared to the corresponding half-year of the previous financial year, result was also attributable to the following main factors:
Below are reported the Group's main economic-financial indicators as at 30 September 2015 and 30 September 2014:
| Economic and financial indicators (in thousands of Euro) |
30/09/2015 | 30/09/2014 |
|---|---|---|
| Revenues from sales | 33,182 | 32,345 |
| EBITDA (a) | 4,617 | 4,964 |
| EBIT (b) | 3,340 | 3,634 |
| Pre-tax result | 3,454 | 3,402 |
| Group's profit for the period | 2,252 | 2,249 |
| Amortisation and depreciation of fixed assets and write-downs of receivables |
1,444 | 1,490 |
| Financial absorption (Group net profit, amortisation and depreciation, write downs) |
3,696 | 3,739 |
Below are reported the main financial indicators compared to the consolidated financial statements at 30 September
2015:
| Financial indicators (in thousands of Euro) |
30/09/2015 | 30/09/2014 |
|---|---|---|
| Net Financial Position (c) |
(13,943) | (16,084) |
| Shareholders' equity | 35,312 | 33,493 |
EBITDA for the period came to Euro 4,617 thousand, against Euro 4,964 thousand recorded in the same period ended 30 September 2014 and as at 30 September 2015 it accounted for 13.9% of consolidated revenues (15.3% in the half-year ended 30 September 2014).
In the half-year ended 30 September 2015 the Group's amortisation and depreciation were equal to Euro 1,232 thousand and were broken down as follows: Euro 895 thousand relating to property, plant and equipment (connected to the depreciation of the building where the Company operates for Euro 98 thousand, of plant and equipment for Euro 38 thousand, of business equipment, including automated warehouse and fittings for shops, for Euro 756 thousand and other assets for Euro 3 thousand) and Euro 337 thousand relating to intangible assets (of which Euro 71 thousand for software, Euro 2 thousand for patent rights, Euro 29 thousand for trademarks, Euro 231 thousand for key money of some shops).
As at 30 September 2015 EBIT came to Euro 3,340 thousand, equal to 10.1% of net sales revenues, down compared to the value recorded in the half-year ended 30 September 2014 (equal to 11.2% of net sales revenues).
The result from financial operations as at 30 September 2015, which was positive for a value equal to about Euro 114 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 2015 came to Euro 2,252 thousand (up by 0.1% compared to the value of Euro 2,249 thousand recorded in the half-year ended 30 September 2014) and was affected by income taxes, including the effects of deferred taxation, equal to Euro 1,202 thousand.
Investments in intangible assets, property, plant and equipment and financial assets in the half-years ended 30 September 2015 and 30 September 2014 were equal to Euro 1,059 thousand and to Euro 1,176 thousand, respectively, as reported below:
| (in thousands of Euro) | 30 September 2015 |
30 September 2014 |
|---|---|---|
| Investments | ||
| Intangible assets | 95 | 239 |
| Property, plant and equipment | 964 | 937 |
| Financial fixed assets | 0 | 0 |
| Total | 1,059 | 1,176 |
Increases in intangible assets, equal to Euro 95 thousand in the half-year ended 30 September 2015, mainly related to investments in software and IT products for Euro 77 thousand.
Increases in property, plant and equipment, equal to Euro 964 thousand in the in the half-year ended 30 September 2015, were mainly attributable to plant and machinery for Euro 95 thousand and to industrial and business equipment for Euro 841 thousand, the latter relating to fittings purchased for new DOS opened in the period under consideration for Euro 752 thousand, electric and electronic office machines for Euro 73 thousand, sundry equipment for Euro 5 thousand and minor assets for Euro 11 thousand.
Below is summarised the Group's consolidated statement of financial position as at 30 September 2015 (compared to the corresponding statement as at 31 March 2015 and 30 September 2014):
| (in thousands of Euro) | 30/09/2015 | 31/03/2015 | 30/09/2014 |
|---|---|---|---|
| Trade receivables | 28,647 | 23,185 | 26,642 |
| Inventories | 18,192 | 15,962 | 16,325 |
| (Trade payables) | (13,700) | (13,657) | (10,724) |
| Total net current trade assets | 33,139 | 25,490 | 32,243 |
| Other current assets | 1,997 | 1,537 | 2,258 |
| Tax receivables | 66 | 907 | 270 |
| (Other current liabilities) | (2,791) | (3,266) | (2,853) |
| (Tax payables) | (662) | (163) | (926) |
| A) Working capital | 31,749 | 24,505 | 30,992 |
| Intangible assets | 4,356 | 4,608 | 4,921 |
| Property, plant and equipment | 12,536 | 12,624 | 13,004 |
| Receivables from others beyond 12 months | 706 | 682 | 696 |
| Deferred tax assets | 1,250 | 1,339 | 1,441 |
| B) Fixed assets | 18,848 | 19,253 | 20,062 |
| C) Non-current provisions and non-financial liabilities | (1,342) | (1,335) | (1,477) |
| Net invested capital (A+B+C) | 49,255 | 42,423 | 49,577 |
| FINANCED BY: | |||
| D) Net financial debt | 13,943 | 7,012 | 16,084 |
| E) Equity attributable to Minority interests | (79) | (40) | (18) |
| F) Equity attributable to the Group | 35,391 | 35,451 | 33,511 |
| Total borrowings and Shareholders' Equity (D+E+F) | 49,255 | 42,423 | 49,577 |
Below is the statement showing the net financial position of the Piquadro Group:
| (in thousands of Euro) | 30/09/2015 | 31/03/2015 | 30/09/2014 |
|---|---|---|---|
| (A) Cash | 104 | 85 | 102 |
| (B) Other cash and cash equivalents (available current bank accounts) |
6,045 | 12,620 | 5,900 |
| (C) Liquidity (A) + (B) |
6,149 | 12,705 | 6,002 |
| (D) Finance leases | (579) | (625) | (583) |
| (E) Current bank debt | 0 | 0 | (1,000) |
| (F) Current portion of current debt | (12,568) | (9,695) | (9,493) |
| (G) Current financial debt (D) + (E) + (F) | (13,147) | (10,320) | (11,076) |
| (H) Short-term net financial position (C) + (G) | (6,998) | 2,385 | (5,074) |
| (I) Non-current bank debt | (5,173) | (7,312) | (8,699) |
| (L) Finance leases | (1,772) | (2,085) | (2,311) |
| (M) Non-current financial debt (I) + (L) | (6,945) | (9,397) | (11,010) |
| (N) Net Financial Position (H) + (M) | (13,943) | (7,012) | (16,084) |
As at 30 September 2015 the consolidated net financial position posted a negative value of about Euro 13.9 million. The main reasons for the trend in the net financial position, compared to 31 March 2015, are attributable to the following factors:
The consolidated net financial position at 30 September 2015, compared to the value posted as at 30 September 2014, improved by about Euro 2.1 million, as a result of higher operating cash flows generated in the period and despite the higher dividends paid to the shareholders for Euro 1 million (Euro 2 million in the 2015/2016 half-year compared to Euro 1 million in the 2014/2015 half-year).
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 2015 the Group had 739 units, compared to 742 units as at 30 September 2014. Below is reported the breakdown of staff by Country:
| Country | 30 September 2015 |
30 September 2014 |
|---|---|---|
| Italy | 255 | 252 |
| China | 413 | 415 |
| Hong Kong | 11 | 11 |
| Macau | 0 | 5 |
| Germany | 2 | 1 |
| Spain | 17 | 14 |
| Taiwan | 24 | 26 |
| France | 4 | 8 |
| Switzerland | 5 | 5 |
| United Kingdom | 5 | 5 |
| USA | 3 | 0 |
| Total | 739 | 742 |
With reference to the Group's organisational structure, as at 30 September 2015 44.2% of staff operated in the production area, 27.6% in the retail area, 10.4% in the support functions (Administration, IT Systems, Purchasing, Quality, Human Resources, etc.), 8.7% in the Research and Development area and 3.7% in the Wholesale area. The remaining 5.0% of staff operated in the other areas (Finance, Marketing, IT and others)
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 15 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 43 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 companies as of today that meet 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, are the subsidiaries Uni Best Leather Goods Zhongshan Co. Ltd., Piquadro Hong Kong Co. Ltd. and Piquadro Trading Shenzhen Co. Ltd.
Specifically, the Parent Company certifies that, with regard to said subsidiaries:
No significant events are reported which occurred at Group level from 1 October 2015 to the date of this Report.
The development of the Piquadro Group in the 2015/2016 financial year will be determined by the continuation and acceleration of the process of international expansion. The Management expects that in the 2015/2016 financial year the Group may record growth rates that will be higher than those already recorded in the half-year ended 30 September 2015. The management also expect, even if in a context of increasing production costs, as a result of the appreciation of the US dollar against the Euro, to be able to benefit from increased margins, also as a result of the benefits deriving from the reorganisation of some less profitable geographical business areas. In this context, the Management will continue monitoring operating margins and costs in order to increase commitments in Research and Development and Marketing at international level for the purpose to increase the Piquadro brand awareness.
Silla di Gaggio Montano (BO), 25 November 2015 FOR THE BOARD OF DIRECTORS
THE CHAIRMAN (Marco Palmieri)
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2015
PIQUADRO GROUP
| (in thousands of Euro) | Notes | 30/09/2015 | 31/03/2015 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Intangible assets | (1) | 4,356 | 4,608 |
| Property, plant and equipment | (2) | 12,536 | 12,624 |
| Receivables from others | (3) | 706 | 682 |
| Deferred tax assets | (4) | 1,250 | 1,339 |
| TOTAL NON-CURRENT ASSETS | 18,848 | 19,253 | |
| CURRENT ASSETS | |||
| Inventories | (5) | 18,192 | 15,962 |
| Trade receivables | (6) | 28,647 | 23,185 |
| Other current assets | (7) | 1,928 | 1,538 |
| Tax receivables | (8) | 66 | 907 |
| Derivative assets | (9) | 69 | 0 |
| Cash and cash equivalents | (10) | 6,149 | 12,705 |
| TOTAL CURRENT ASSETS | 55,051 | 54,297 | |
| TOTAL ASSETS | 73,899 | 73,550 |
| (in thousands of Euro) | Notes | 30/09/2015 | 31/03/2015 |
|---|---|---|---|
| LIABILITIES | |||
| EQUITY | |||
| Share capital | 1,000 | 1,000 | |
| Share premium reserve | 1,000 | 1,000 | |
| Other reserves | 1,847 | 1,239 | |
| Retained earnings | 29,250 | 28,093 | |
| Group profit for the period | 2,294 | 4,119 | |
| TOTAL EQUITY ATTRIBUTABLE TO THE GROUP | 35,391 | 35,451 | |
| Capital and Reserves attributable to minority interests | (37) | 0 | |
| Profit/(loss) for the period attributable to minority interests | (42) | (40) | |
| TOTAL EQUITY ATTRIBUTABLE TO MINORITY INTERESTS | (79) | (40) | |
| EQUITY | (11) | 35,312 | 35,411 |
| NON-CURRENT LIABILITIES | |||
| Borrowings | (12) | 5,173 | 7,312 |
| Payables to other lenders for lease agreements | (13) | 1,772 | 2,085 |
| Provision for employee benefits | (14) | 266 | 295 |
| Provisions for risks and charges | (15) | 1,076 | 1,040 |
| TOTAL NON-CURRENT LIABILITIES | 8,287 | 10,732 | |
| CURRENT LIABILITIES | |||
| Borrowings | (16) | 12,568 | 9,695 |
| Payables to other lenders for lease agreements | (17) | 579 | 625 |
| Trade payables | (18) | 13,700 | 13,657 |
| Other current liabilities | (19) | 2,791 | 3,267 |
| Tax payables | (20) | 662 | 163 |
| TOTAL CURRENT LIABILITIES | 30,300 | 27,407 | |
| TOTAL LIABILITIES | 38,587 | 38,139 | |
| TOTAL EQUITY AND LIABILITIES | 73,899 | 73,550 |
| (in thousands of Euro) | Notes | 30/09/2015 | 30/09/2014 |
|---|---|---|---|
| REVENUES | |||
| Revenues from sales | (21) | 33,182 | 32,345 |
| Other income | (22) | 440 | 357 |
| TOTAL REVENUES (A) | 33,622 | 32,702 | |
| OPERATING COSTS | |||
| Change in inventories | (23) | (2,403) | (265) |
| Costs for purchases | (24) | 7,266 | 4,828 |
| Costs for services and leases and rentals | (25) | 16,373 | 15,657 |
| Personnel costs | (26) | 7,490 | 7,143 |
| Amortisation, depreciation and write-downs | (27) | 1,444 | 1,490 |
| Other operating costs | 112 | 215 | |
| TOTAL OPERATING COSTS (B) | 30,282 | 29,068 | |
| OPERATING PROFIT (A-B) | 3,340 | 3,634 | |
| Financial income | (28) | 849 | 652 |
| Financial charges | (29) | (735) | (884) |
| TOTAL FINANCIAL INCOME AND CHARGES | 114 | (232) | |
| PRE-TAX RESULT | 3,454 | 3,402 | |
| Income tax | (30) | (1,202) | (1,153) |
| PROFIT FOR THE PERIOD | 2,252 | 2,249 | |
| attributable to: | |||
| EQUITY HOLDERS OF THE COMPANY | 2,294 | 2,271 | |
| MINORITY INTERESTS | (42) | (22) | |
| (Diluted) Earnings per share in Euro | (31) | 0.042 | 0.042 |
| (Basic) Earnings per share in Euro | (31) | 0.045 | 0.045 |
| (in thousands of Euro) | 30/09/2015 | 30/09/2014 |
|---|---|---|
| Profit for the period (A) | 2,252 | 2,249 |
| Components that can be reclassified to the income statement | ||
| Profit/(Loss) arising from the translation of financial statements of foreign companies |
(434) | 252 |
| Profit/(Loss) on hedging instruments of cash flows (cash flow hedge) | 50 | 310 |
| Components that cannot be reclassified to the income statement | ||
| Actuarial gain (losses) on defined-benefit plans | 33 | (11) |
| Total Profits/(Losses) recognised in equity (B) |
(351) | 551 |
| Total comprehensive Income/(Losses) for the period (A) + (B) |
1,901 | 2,800 |
| Attributable to | ||
| - Group |
1,940 | 2,822 |
| - Minority interests |
(39) | (22) |
| Description | Other reserves | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium reserve |
Translation reserve |
Fair value reserve |
Reserve for Employee Benefits |
Other reserves |
Total Other Reserve s |
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 31.03.2014 | 1,000 | 1,000 | 16 | (48) | (28) | 627 | 567 | 25,567 | 3,526 | 31,660 | 20 | (16) | 31,664 |
| Profit for the period | 2,271 | 2,271 | (22) | 2,249 | |||||||||
| Other components of the comprehensive result as at 30 September 2014: - Exchange differences from translation of financial statements in foreign currency - Reserve for actuarial gains (losses) on defined-benefit plans |
252 | (11) | 252 -11 |
252 -11 |
252 -11 |
||||||||
| - Fair value of financial instruments Total Comprehensive Income for the period |
252 | 310 310 |
(11) | 0 | 310 551 |
2,271 | 310 2,822 |
-22 | 310 2,800 |
||||
| Allocation of the result for the period as at 31 March 2014: - to dividends - to reserves |
2,526 | (1,000) (2,526) |
(1,000) 0 |
(16) | 16 | (1,000) 0 |
|||||||
| Fair value of Stock Option Plans | 29 | 29 | 29 | 29 | |||||||||
| Balances as at 30.09.2014 | 1,000 | 1,000 | 268 | 262 | (39) | 656 | 1,147 | 28,093 | 2,271 | 33,511 | 4 | (22) | 33,493 |
| 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 | 0 | 2,294 | 2,294 | (42) | 2,252 | ||||||||
| Other components of the comprehensive result as at 31 March 2015: | |||||||||||||
| - Exchange differences from translation of financial statements in foreign currency | (437) | (437) | (437) | 3 | (434) | ||||||||
| - Reserve for actuarial gains (losses) on defined-benefit plans | 33 | 33 | 33 | 33 | |||||||||
| - Fair value of financial instruments | 50 | 50 | 50 | 50 | |||||||||
| Total 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 | (2,000) | (2,000) | (2,000) | ||||||||||
| - Allocation of the result for the year at 31 March 2015 to reserves | 2,119 | (2,119) | 0 (40) |
40 | 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 |
PIQUADRO GROUP
| (in thousands of Euro) | 30/09/2015 | 31/03/2015 |
|---|---|---|
| Pre-tax profit | 3,454 | 5,941 |
| Adjustments for: | ||
| Depreciation of property, plant and equipment/Amortisation of intangible assets | 1,232 | 2,414 |
| Write-downs of property, plant and equipment and intangible assets | 45 | 424 |
| Provision for bad debts | 167 | 58 |
| Adjustment to the provision for employee benefits |
0 | 0 |
| Net financial charges/(income), including exchange rate differences | (114) | 16 |
| Cash flow from operating activities before changes in working capital | 4,784 | 8,853 |
| Change in trade receivables (net of the provision) | (5,629) | (2,148) |
| Change in inventories | (2,230) | (126) |
| Change in other current assets | (416) | 88 |
| Change in trade payables | 43 | 770 |
| Change in provisions for risks and charges | 50 | 119 |
| Change in other current liabilities | (476) | 268 |
| Change in tax receivables/payables | 1,340 | (488) |
| Cash flow from operating activities after changes in working capital | (2,534) | 7,336 |
| Payment of taxes | (1,155) | (1,727) |
| Interest paid | 266 | 690 |
| Cash flow generated from operating activities (A) | (3,423) | 6,299 |
| Investments in intangible assets | (964) | (1,368) |
| Investments in property, plant and equipment | (95) | (213) |
| Investments in fixed financial assets | 0 | 0 |
| Changes generated from investing activities (B) | (1,059) | (1,581) |
| Financing activities | ||
| Change in long-term financial receivables |
0 | 0 |
| Change in short- and medium/long-term borrowings |
595 | (1,672) |
| Changes in financial instruments | (69) | (66) |
| Lease instalments paid | (374) | (519) |
| Other minor changes | (226) | 259 |
| Payment of dividends | (2,000) | (1,000) |
| Cash flow generated from/(absorbed by) financing activities (C) |
(2,074) | (2,998) |
| Net increase (decrease) in cash and cash equivalents (A+B+C) | (6,556) | 1,720 |
| Cash and cash equivalents at the beginning of the period | 12,705 | 10,985 |
| Cash and cash equivalents at the end of the period | 6,149 | 12,705 |
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.
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 SpA, which in its turn, at 30 September 2015, held 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.
These consolidated condensed interim financial statements were approved by the Board of Directors on 25 November 2015.
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 2014 (equal to Euro 32,345 thousand) represented a share equal to 48.1% of the consolidated revenues for the financial year ended 31 March 2015 (equal to Euro 67,209 thousand).
Accordingly, it should be noted that, even if expressing the Group's economic and financial performance, the result as at 30 September 2015 does not fully represent the result that the Group expects to achieve in the financial year that will end on 31 March 2016.
These consolidated condensed interim financial statements as at 30 September 2015 were 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 2015 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 statement of cash flows are prepared in an extended form and are the same as those adopted for the consolidated financial statements ended 31 March 2015.
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 2015, to which reference is made for a description of the same.
These consolidated condensed interim financial statements are made up of the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statements of Changes in Equity and these Explanatory Notes. Economic data, changes in equity and cash flows for the half-year ended 30 September 2015 are compared with the half-year ended 30 September 2014. Financial data as at 30 September 2015 are compared with the corresponding values as at 31 March 2015 (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 2015 or in the half-year ended 30 September 2014, 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 2015:
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 2015 and 30 September 2014 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 2015 and 30 September 2014, 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 | Shareholders' | Control % | |
|---|---|---|---|---|---|---|
| (local currency /000) |
equity (Euro/000) |
|||||
| Piquadro S.p.A. | Gaggio Montano (BO) |
Italy | Euro | 1,000 | 34,268 | Parent Company |
| Piquadro España Slu |
Barcelona | Spain | Euro | 898 | 768 | 100% |
| Piquadro Deutschland Gmbh | Munich | Germany | Euro | 25 | (14) | 100% |
| Uni Best Leather Goods Zhongshan Co Limited |
Guangdong | People's Republic of China |
RMB | 22,090 | 675 | 100% |
| Piquadro Hong Kong Limited | Hong Kong |
Hong Kong | HKD | 2,000 | 135 | 100% |
| Piquadro Macau Limitada | Macau | Macau | HKD | 25 | 95 | 100% |
| Piquadro Trading (Shenzhen) Co. Ltd. |
Shenzhen | People's Republic of China |
RMB | 13,799 | 1,205 | 100% |
| Piquadro Taiwan Co. Ltd. | Taipei | Taiwan | NTD | 25,000 | 768 | 100% |
| Piquadro France SARL | Paris | France | EUR | 2,500 | 2,535 | 100% |
| Piquadro Swiss SA | Mendrisio | Switzerland | CHF | 100 | (161) | 51% |
| Piquadro UK Limited | London | United Kingdom |
GBP | 1,000 | 1,357 | 100% |
| Piquadro USA INC. | Delaware | USA | USD | 1,000 | 893 | 100% |
| Piquadro USA LLC | Delaware | USA | USD | 995 | 880 | 100% |
| Name | HQ | Country | Currency | Share Capital (local currency /000) |
Shareholders' equity (Euro/000) |
Control % |
|---|---|---|---|---|---|---|
| Piquadro S.p.A. | Gaggio Montano (BO) |
Italy | Euro | 1,000 | 33,613 | Parent Company |
| Piquadro España Slu Piquadro Deutschland Gmbh |
Barcelona Munich |
Spain Germany |
Euro Euro |
898 25 |
758 (36) |
100% 100% |
| Uni Best Leather Goods |
Guangdong | People's | RMB | 9,891 | 449 | 100% |
|---|---|---|---|---|---|---|
| Zhongshan Co Limited | Republic of | |||||
| China | ||||||
| Piquadro Hong Kong Limited | Hong | Hong Kong | HKD | 2,000 | 37 | 100% |
| Kong | ||||||
| Piquadro Macau Limitada | Macau | Macau | HKD | 25 | 84 | 100% |
| Piquadro Trading (Shenzhen) | Shenzhen | People's | RMB | 13,799 | 1,101 | 100% |
| Co. Ltd. | Republic of | |||||
| China | ||||||
| Piquadro Taiwan Co. Ltd. | Taipei | Taiwan | NTD | 25,000 | 601 | 100% |
| Piquadro France SARL | Paris | France | EUR | 2,500 | 2,459 | 100% |
| Piquadro Swiss SA | Mendrisio | Switzerland | CHF | 100 | (38) | 51% |
| Piquadro UK Limited | London | United | GBP | 700 | 899 | 100% |
| Kingdom | ||||||
| Piquadro USA INC: | Delaware | USA | USD | - | - | 100% |
| Piquadro USA LLC | Delaware | USA | USD | - | - | 100% |
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 2015 and 30 September 2014 (foreign currency corresponding to Euro 1). Furthermore, the financial statements also report the closing exchange rates at 31 March 2015 for comparison purposes.
| Foreign currency | Average | Closing | ||||
|---|---|---|---|---|---|---|
| 30/09/2015 30/09/2014 |
30/09/2015 | 31/03/2015 | 30/09/2014 | |||
| Hong Kong Dollar (HKD) | 8.59 | 10.45 | 8.68 | 8.34 | 9.77 | |
| Renminbi (CNY) | 6.94 | 8.36 | 7.12 | 6.67 | 7.73 | |
| Taiwan Dollar (NTD) | 34.83 | 40.53 | 36.90 | 33.65 | 38.30 | |
| Swiss Franc (CHF) | 1.06 | 1.22 | 1.09 | 1.05 | 1.21 | |
| Great Britain Pound (GBP) | 0.72 | 0.80 | 0.74 | 0.73 | 0.78 | |
| US Dollar (USD) | 1.11 | 1.35 | 1.12 | 1.08 | 1.26 |
Starting from 1 April 2015 the following accounting standards and the following amendments to the international accounting standards will be applicable on a mandatory basis, which have been issued by the IASB and adopted by the European Union:
IFRIC 21 – "Levies (Regulation 634/2014)". This interpretation was issued by IFRS IC on 20 May 2013 and will be applicable, on a retroactive basis, starting from financial years that will commence on or after 17 June 2014. The interpretation was issued to identify the methods to account for levies, i.e. any payments to a government body for which the entity does not receive specific goods or services. The document identifies various types of levies and specifies the event that gives rise to the obligation, which in turn determines, pursuant to IAS 37, the recognition of a liability.
On 12 December 2013 the International Accounting Standards Board (IASB) published a document named Improvements to International Financial Reporting Standards (2011-2013 Cycle), as subsequently adopted by the European Union by Regulation 1361/2014. These improvements, which will be applicable from the financial years that will commence on or after 1 July 2014, include amendments to the following existing international accounting standards:
These interpretations and amendments have had no significant effects on the information provided in this half-year financial report and on the measurement of the related items in the financial statements.
Starting from 1 April 2016 the following accounting standards and amendments to accounting standards shall be applied obligatorily, as the EU endorsement process has already been completed for them:
IAS 19 (Amendments) – "Employee Benefits: Defined Benefit Plans - Employee Contributions (Regulation 29/2015)". This document was issued by the IASB on 21 November 2013 and will be applicable from the financial years that will commence on 1 July 2014. The objective of the amendments is to simplify the accounting for contributions that are independent of the number of years of employee service, such as, for example, employee contributions that are calculated according to a fixed percentage of salary.
On 12 December 2013 the International Accounting Standards Board (IASB) published a document named "Improvements to International Financial Reporting Standards (2010-2012 Cycle), as subsequently adopted by the European Union by Regulation 28/2015. These improvements, which will be applicable from the financial years that will commence on or after 1 February 2015, include amendments to the following existing international accounting standards:
IFRS 8 (Improvement) "Operating Segments: Aggregation of operating segments". These amendments require the disclosure of the judgements made by the management in aggregating operating segments.
IFRS 8 (Improvement) "Operating Segments: Reconciliation of the total of the reportable segments' assets to the entity's assets". The amendment requires that the reconciliation should be provided obligatorily only if a measurement of the total assets of operating segments is regularly provided to the management.
The Group is assessing the potential effects on the financial statements arising from adopting these standards or amendments to the existing standards.
The following updates of the IFRS accounting standards (as already approved by the IASB), as well as the following interpretations and amendments, are being approved by the competent bodies of the European Union:
combination must be applied in order to recognise the acquisition of a joint operation whose activity is represented by a business.
On 25 September 2014 the International Accounting Standards Board (IASB) published a document named "Improvements to International Financial Reporting Standards (2012-2014 Cycle)". These improvements, which will be applicable from the financial years that will commence on or after 1 April 2016, include amendments to the following existing international accounting standards:
commence on 1 April 2016, are aimed at making the preparation of the financial statements more clear and intelligible. The amendments relate to:
As at the date of this half-year financial Report, it was not deemed that the accounting standards, interpretations and amendments to accounting standards listed above may have potential significant impacts on the Group's equity, financial and economic position.
As at 30 September 2015 the value of intangible assets was equal to Euro 4,356 thousand (Euro 4,608 thousand as at 31 March 2015).
Below is reported the statement of changes of this item:
| (in thousands of Euro) | 30 September 2015 |
|---|---|
| Balance as at 31 March 2015 | 4,608 |
| Investments in intangible assets | 95 |
| Sales and disposals | 0 |
| Other changes | (10) |
| Amortisation | (337) |
| Write-downs | 0 |
| Total | 4,356 |
In the half-year ended 30 September 2015, the increases in intangible assets, equal to Euro 95 thousand, mainly related to investments in software and IT products for Euro 77 thousand.
As at 30 September 2015, the value of property, plant and equipment was equal to Euro 12,536 thousand (Euro 12,624 thousand as at 31 March 2015). Below is reported the statement of changes of this item:
| (in thousands of Euro) | 30 September 2015 |
|---|---|
| Balance as at 31 March 2015 | 12,624 |
| Investments in property, plant and equipment | 964 |
| Sales and disposals | (9) |
| Other changes | (104) |
| Depreciation | (895) |
| Write-downs | (44) |
| Total | 12,536 |
Increases in property, plant and equipment, equal to Euro 964 thousand in the half-year ended 30 September 2015, were mainly attributable to plant and machinery for Euro 95 thousand, to industrial and business equipment for Euro 841 thousand, the latter relating to fittings purchased for new DOS opened in the period under consideration for Euro 752 thousand, electric and electronic office machines for Euro 73 thousand, sundry equipment for Euro 5 thousand and minor assets for Euro 11 thousand.
As at 30 September 2015 some categories of furniture and fittings were written down (Euro 44 thousand) as a result of the closure of a shop that was involved in the fire that occurred at the Fiumicino T3 Airport.
Below is reported the net book value as at 30 September 2015 of the assets used by the Group by virtue of finance lease agreements:
| (in thousands of Euro) | 30 September 2015 |
|---|---|
| Land | 878 |
| Buildings | 4,256 |
| Plant and equipment | 0 |
| Industrial and business equipment | 49 |
| Total | 5,183 |
Receivables from others, equal to Euro 706 thousand as at 30 September 2015 (against Euro 682 thousand as at 31 March 2015) 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 2015, the amount of deferred tax assets was equal to Euro 1,250 thousand (Euro 1,339 thousand as at 31 March 2015). The amount was the net balance between deferred tax assets (Euro 1,309 thousand) and deferred tax liabilities (Euro 69 thousand). Furthermore, the balance was mainly made up of Euro 847 thousand of temporary tax differences relating to Piquadro S.p.A. (Euro 1,161 thousand as at 31 March 2015) 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 152 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 Euro) | Gross value as at 30 September 2015 |
Provision for write-down |
Net value as at 30 September 2015 |
Net value as at 31 March 2015 |
|---|---|---|---|---|
| Raw Materials | 2,403 | 204 | 2,199 | 2,344 |
| Semi-finished products | 919 | 0 | 919 | 661 |
| Finished products | 15,451 | 377 | 15,074 | 12,957 |
| Inventories | 18,773 | 581 | 18,192 | 15,962 |
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 2015 |
Use | Allocation | Reclassification | Provision as at 30 September 2015 |
|---|---|---|---|---|---|
| Provision for write-down of raw materials |
151 | 0 | 53 | 0 | 204 |
| Provision for write-down of finished products |
327 | 0 | 50 | 0 | 377 |
| Total provision for write-down of inventories |
478 | 0 | 103 | 0 | 581 |
As at 30 September 2015, inventories showed an increase compared to the corresponding values as at 31 March 2015. This increase is mainly attributable to the different seasonality and to the early production, which was also related to the increased sales expected in the current financial year.
As at 30 September 2015, trade receivables were equal to Euro 28,647 thousand compared to Euro 23,185 thousand as at 31 March 2015. The increase over 31 March 2015 is mainly attributable to the different seasonality, as well as to an increase in the Group's Wholesale channel turnover.
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 2015 |
Provision as at 31 March 2015 |
|
|---|---|---|---|
| Balance at the beginning of the year | 1,231 | 1,173 | |
| Effect through P&L | 167 | 386 | |
| Uses | 0 | (328) | |
| Total provision for bad debts | 1,398 | 1,231 |
Below is reported the breakdown of other current assets:
| (in thousands of Euro) | 30 September 2015 |
31 March 2015 |
|---|---|---|
| Other assets | 461 | 280 |
| Accrued income and prepaid expenses | 1,467 | 1,258 |
| Other current assets | 1,928 | 1,538 |
Other assets mainly related to INAIL advances of Euro 57 thousand, to VAT credits related to subsidiaries for Euro 132 thousand and to a receivable of Euro 104 thousand concerning the insurance refund that the Parent Company Piquadro S.p.A. will receive in relation to the damages suffered by a shop involved in the fire that occurred at the Fiumicino T3 Airport.
Accrued income and prepaid expenses mainly related to the Parent Company for prepaid expenses on rents (equal to Euro 401 thousand) and advertising (Euro 534 thousand).
.
As at 30 September 2015 tax receivables were equal to Euro 66 thousand (Euro 907 thousand at 31 March 2015) and were mainly made up of tax receivables recognized by foreign subsidiaries for income taxes. The receivable for IRES refund due following the deductibility of the IRAP tax relating to the cost of subordinate employment and employment treated as such referred to in Decree Law 201/2011 and Decree Law 16/2012 for the years 2007- 2011, equal to Euro 425 thousand at 31 March 2015, was collected by the Parent Company in the half-year.
| (in thousands of Euro) | 30 September 2015 |
31 March 2015 |
|---|---|---|
| Receivables for income taxes | 62 | 9 |
| Receivable for IRES tax refund | 4 | 898 |
| Tax receivables | 66 | 907 |
As at 30 September 2015 there were assets relating to the currency forward purchases (USD) equal to Euro 69 thousand.
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.
Below is reported the breakdown of cash and cash equivalents (mainly relating to Piquadro S.p.A.):
| (in thousands of Euro) | 30 September 2015 |
31 March 2015 |
|---|---|---|
| Available current bank accounts | 6,045 | 12,619 |
| Cash, cash on hand and cheques | 104 | 86 |
| Cash and cash equivalents | 6,149 | 12,705 |
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 Statement of cash flows and the breakdown of Net Financial Position.
As at 30 September 2015, 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 new 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 at the date of this Report, the 2008-2013 Stock Option Plan, as approved by the Board of Directors of Piquadro S.p.A. on 31 January 2008, had been settled and no option assigned by virtue of the same was or had been exercised.
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").
On the basis of the data resulting from this half-year Financial Report and from the latest budget forecasts, no elements arise which could change the approach described above. Accordingly, no effects were recognised in the income statement in relation to the 2012-2017 Stock Option Plan in the course of the first half of the 2015-2016 financial year.
This reserve, which remained unchanged compared to the financial year ended at 31 March 2015, was equal to Euro 1,000 thousand.
As at 30 September 2015 the translation reserve was positive for Euro 359 thousand (it reported a positive balance of Euro 796 thousand as at 31 March 2015). This item is referred to the exchange rate differences due to the consolidation of the companies with a relevant currency other than the Euro, i.e. Piquadro Hong Kong and Piquadro Macau (the relevant currency being the Hong Kong Dollar), Uni Best Leather Goods (Zhongshang) 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).
This item relates to the recognition of the Group profit, equal to Euro 2,294 thousand, in the half-year ended 30 September 2015.
The item refers to the portions of reserves and profits, equal to a negative value of Euro 79 thousand (against a negative value of Euro 40 thousand at 31 March 2015), 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 payables to banks:
| (in thousands of Euro) | 30 September 2015 | 31 March 2015 |
|---|---|---|
| Current borrowings | 5,173 | 7,312 |
| Non-current borrowings | 12,568 | 9,695 |
| Medium/long-term borrowings | 17,741 | 17,007 |
In the half-year ended 30 September 2015 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 2015, borrowings mainly related to Piquadro S.p.A. and included:
| (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 |
|---|---|---|---|---|---|---|---|---|
| Carisbo loan | 22 November 2010 |
2,700 | EUR | 135 | (1) | 0 | 0 | 134 |
| UBI loan | 30 July 2014 | 2,000 | EUR | 667 | 0 | 684 | 0 | 1,350 |
| UBI loan | 1 August 2014 | 3,000 | EUR | 1,000 | (7) | 0 | 0 | 993 |
| Credem loan | 24 November 2014 |
1,200 | EUR | 800 | (4) | 0 | 0 | 796 |
| Credem loan | 30 July 2015 | 2,300 | EUR | 2,300 | 0 | 0 | 0 | 2,300 |
| ICCREA loan | 26 March 2015 |
2,500 | EUR | 828 | (8) | 1,262 | (4) | 2,078 |
| Mediocredito loan | 13 February 2015 |
5,000 | EUR | 1,000 | (27) | 3,250 | (18) | 4,205 |
| Payables to banks | EUR | 885 | 0 | 0 | 0 | 885 | ||
| Advances from Carisbo |
EUR | 3,000 | 0 | 0 | 0 | 3,000 | ||
| UBI Banca Hot Money Line |
EUR | 2,000 | 0 | 0 | 0 | 2,000 | ||
| 12,615 | (47) | 5,195 | (22) | 17,741 |
Below is reported the breakdown of short- and long-term borrowings:
Below is reported the following breakdown:
| (in thousands of Euro) | 30 September 2015 | 31 March 2014 |
|---|---|---|
| Non-current portion: | ||
| Payables to leasing companies | 1,772 | 2,085 |
| Current portion: |
| Payables to leasing companies | 579 | 625 |
|---|---|---|
| Payables to other lenders for lease agreements | 2,351 | 2,710 |
As at 30 September 2015 the value of the provision was equal to Euro 266 thousand (Euro 295 thousand as at 31 March 2015) 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 2015.
| (in thousands of Euro) | Provision as at 31 March 2015 |
Use | Allocation | Reclassification | Provision as at 30 September 2015 |
|---|---|---|---|---|---|
| Provision supplementary clientele indemnity |
for 901 |
0 | 0 | 36 | 937 |
| Other provisions risks |
for 139 |
0 | 0 | 0 | 139 |
| Total | 1,040 | 0 | 0 | 36 | 1,076 |
Below are the changes in provisions for risks and charges as at 30 September 2015:
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.
Other provisions for risks of Euro 139 thousand mainly relate to the provision for risks on returns on sales equal to Euro 57 thousand and to other provisions for risks on potential liabilities generated by current operations equal to Euro 82 thousand.
As at 30 September 2015 current borrowings were equal to Euro 12,568 thousand against Euro 9,695 thousand as at 30 September 2015. The balance related to a current portion of loans for Euro 6,683 thousand, to payables to banks for advance on assigned invoices for Euro 3,000 thousand, for the use of credit lines for Euro 2,000 thousand and to current account overdrafts for Euro 885 thousand. For more information, reference is made to Note 12 above.
As at 30 September 2015 they were equal to Euro 579 thousand (Euro 625 thousand as at 31 March 2015 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 531 thousand) and hardware and software (Euro 32 thousand).
Below is the statement showing the Net Financial Position of the Piquadro Group:
| (in thousands of Euro) | 30/09/2015 | 31/03/2015 | 30/09/2014 |
|---|---|---|---|
| (A) Cash | 105 | 85 | 102 |
| (B) Other cash and cash equivalents (available current bank accounts) | 6,045 | 12,620 | 5,900 |
| (C) Liquidity (A) + (B) |
6,149 | 12,705 | 6,002 |
| (D) Finance leases | (579) | (625) | (583) |
|---|---|---|---|
| (E) Current bank debt | 0 | 0 | (1,000) |
| (F) Current portion of non-current debt | (12,568) | (9,695) | (9,493) |
| (G) Current financial debt (D) + (E) + (F) | (13,147) | (10,320) | (11,076) |
| (H) Short-term net financial position (C) + (G) | (6,998) | 2,385 | (5,074) |
| (I) Non-current bank debt | (5,173) | (7,312) | (8,699) |
| (L) Finance leases | (1,772) | (2,085) | (2,311) |
| (M) Non-current financial debt (I) + (L) |
(6,945) | (9,397) | (11,010) |
| (N) Net financial debt (H) + (M) | (13,943) | (7,012) | (16,084) |
As at 30 September 2015 the consolidated net financial position posted a negative value of about Euro 13.9 million. The main reasons for the trend in the net financial position, compared to 31 March 2015, are attributable to the following factors:
The consolidated net financial position at 30 September 2015, compared to the value posted as at 30 September 2014, improved by about Euro 2.1 million, as a result of higher operating cash flows generated in the period, despite the higher dividends paid to the shareholders for Euro 1 million (Euro 2 million in the 2015/2016 half-year compared to Euro 1 million in the 2014/2015 half-year).
Below is the breakdown of current trade liabilities:
| (in thousands of Euro) | 30 September 2015 |
31 March 2015 |
|
|---|---|---|---|
| Payables to suppliers | 13,700 | 13,657 |
At 30 September 2015 the balance of trade payables was substantially in line with the balance posted at 31 March 2015.
Below is the breakdown of other current liabilities:
| (in thousands of Euro) | 30 September 2015 |
31 March 2015 |
|---|---|---|
| Payables to social security institutions | 383 | 400 |
| Payables to pension funds | 29 | 26 |
| Other payables | 60 | 87 |
| Payables to employees | 916 | 1,162 |
| Advances from customers | 61 | 52 |
| Accrued expenses and deferred income | 390 | 0 |
| Payables for VAT | 588 | 1,254 |
| IRPEF tax payables and other tax payables | 364 | 285 |
| Other current liabilities | 2,791 | 3,267 |
Payables to social security institutions mainly relate to the Parent Company's payables due to INPS. Payables to employees as at 30 September 2015, equal to Euro 916 thousand (Euro 1,162 thousand as at 31 March 2015) 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 2015 |
31 March 2015 |
|---|---|---|
| IRES tax and other income taxes | 638 | 163 |
| IRAP tax | 24 | 0 |
| Tax payables | 662 | 163 |
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 2015 |
30 September 2014 |
|---|---|---|
| Italy | 25,945 | 24,341 |
| Europe | 5,161 | 6,040 |
| Rest of the world | 2,077 | 1,963 |
| Revenues from sales | 33,182 | 32,345 |
In the half-year ended 30 September 2015, revenues from sales reported an increase equal to Euro 837 thousand compared to the corresponding revenues achieved in the half-year ended 30 September 2014 (+2.6%).
In the half-year ended 30 September 2015, other income amounted to Euro 440 thousand (Euro 357 thousand in the half-year ended 30 September 2014).
The change in inventories was positive in both the half-year ended 30 September 2015 (Euro 2,403 thousand) and the half-year ended 30 September 2014 (Euro 265 thousand); this positive change is mainly attributable to the seasonality of the Group's business which realises more than half of its turnover in the second half of the financial year.
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 2015, costs for purchases were equal to Euro 7,266 thousand (Euro 4,828 thousand in the half-year ended 30 September 2014).
Below is the breakdown of costs for services:
| (in thousands of Euro) | 30 September 2015 |
30 September 2014 |
|---|---|---|
| External production | 5,803 | 5,369 |
| Advertising and marketing | 1,853 | 1,418 |
| Transport services | 2,062 | 1,997 |
| Business services | 1,381 | 1,394 |
| Administrative services | 588 | 599 |
| General services | 681 | 713 |
| Services for production | 735 | 700 |
| Total Costs for services | 13,103 | 12,190 |
| Costs for leases and rentals | 3,270 | 3,468 |
| Costs for services and leases and rentals | 16,373 | 15,657 |
Costs for leases and rentals mainly related 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 closures of DOS shops.
Below is reported the breakdown of personnel costs:
| (in thousands of Euro) | 30 September 2015 |
30 September 2014 |
|---|---|---|
| Wages and salaries | 6,060 | 5,838 |
| Social security contributions | 1,205 | 1,093 |
| TFR | 225 | 212 |
| Personnel costs | 7,490 | 7,143 |
The table below reports the exact number by category of employees:
| Category | 30 September 2015 |
30 September 2014 |
31 March 2015 |
|---|---|---|---|
| Executives | 4 | 5 | 4 |
| Office workers | 303 | 323 | 298 |
| Manual workers | 432 | 414 | 354 |
| Total | 739 | 742 | 656 |
The number of employees as at 30 September 2015 decreased by 3 units compared to the number of employees reported as at 30 September 2014 mainly as a result of the closing of some DOS, which are no longer considered strategic by the management.
However, in the half-year ended 30 September 2015, personnel costs reported an increase of 4.9%, passing from Euro 7,143 thousand in the half-year ended 30 September 2014 to Euro 7,490 thousand in the half-year ended 30 September 2015.
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 and, partially, to the increase in the labour cost of the Chinese subsidiary Unibest Zhongshan.
A To supplement the information provided, below is also reported the average number of employees for the halfyears ended 30 September 2015 and 30 September 2014 and for the financial year ended 31 March 2015:
| Average unit | 30 September 2015 |
30 September | 2014 31 March 2015 |
|---|---|---|---|
| Executives | 4 | 5 | 5 |
| Office workers | 302 | 327 | 323 |
| Manual workers | 394 | 422 | 404 |
| Total for the Group | 700 | 754 | 732 |
In the half-year ended 30 September 2015, amortisation and depreciation were equal to Euro 1,444 thousand (Euro 1,490 thousand in the half-year ended 30 September 2014).
Write-downs, equal to Euro 212 thousand, related to the provision for write-down of receivables from customers (Euro 167 thousand) and to the write-down of some categories of assets (Euro 45 thousand) as a result of the early closure of some shops, whose related performances were not in line with the management's expectations.
In the half-year ended 30 September 2015, financial income was equal to Euro 849 thousand (Euro 652 thousand in the half-year ended 30 September 2014) related for Euro 28 thousand to interest receivable on current accounts and for Euro 821 thousand of foreign exchange gains either realised or estimated (Euro 581 thousand as at 30 September 2014).
Below is the breakdown of financial charges:
| Interest payable on current accounts | 36 | 49 |
|---|---|---|
| Interest and expense subject to final payment | 15 | 11 |
| Financial charges on loans | 140 | 327 |
| Lease charges | 15 | 22 |
| Other charges | 20 | 71 |
| Net financial charges on defined-benefit plans | 2 | 4 |
| Foreign exchange losses (both realised and estimated) | 507 | 399 |
| Financial charges | 735 | 883 |
Below is reported the breakdown of income tax expenses:
| (in thousands of Euro) | 30 September 2015 |
30 September 2014 |
|---|---|---|
| IRES tax and other income taxes | 992 | 844 |
| IRAP tax | 163 | 294 |
| Total current taxes | 1,155 | 1,138 |
| (in thousands of Euro) | 30 September 2015 |
30 September 2014 |
| Deferred tax liabilities | 41 | (8) |
| Deferred tax assets | 6 | 23 |
| Total deferred tax assets and liabilities | 47 | 15 |
As at 30 September 2015 diluted earnings per share amounted to Euro 0.042 (basic earnings per share amounted to Euro 0.045 as at 30 September 2015); they are calculated on the basis of the consolidated net profit for the period attributable to the Group, equal to Euro 2,252 thousand, divided by the weighted average number of ordinary shares outstanding in the half-year, equal to 53,600,000 shares, including potential shares relating to the stock options plan resolved and granted on 31 January 2008.
| (in thousands of Euro) | 30 September 2015 |
30 September 2014 |
|---|---|---|
| Group net profit (in thousands of Euro) | 2,252 | 2,249 |
| Average number of outstanding ordinary shares (in | 53,600 | 53,600 |
| thousands of shares) | ||
| Diluted earnings per share (in Euro) | 0.042 | 0.042 |
| Group net profit (in thousands of Euro) | 2,252 | 2,249 |
| Average number of outstanding ordinary shares | 50,000 | 50,000 |
| Basic earnings per share (in Euro) |
0.045 | 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:
DOS channel;
.
Wholesale channel.
In fact, the Group distributes its products through two distribution channels:
As shown below, as at 30 September 2015, approximately 32.8% of the Group's consolidated revenues was realised through the direct channel, while 67.2% 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 2015 and 30 September 2014.
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 2015, compared to the results recorded as at 30 September 2014, shows a decrease 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 2015, compared with the results recorded as at 30 September 2014, both in terms of absolute values and in terms of percentages, which was mainly due to increased marketing costs that were partially offset by the operating leverage generated by increased sales from the Wholesale channel and by the margins connected thereto. In general, the Group's EBITDA, net of exchange rate differences recorded in financial operations (which posted a
positive value of Euro 256 thousand in the current half-year compared to a positive value of Euro 53 thousand in the corresponding half-year of the previous financial year), decreased by 2.9%, while the Group's EBIT, net of exchange rate differences recorded in financial operations (which posted a positive value of Euro 256 thousand in the current half-year compared to a positive value of Euro 53 thousand in the corresponding half-year of the previous financial year), decreased by 2.5%.
Segment economic performance is monitored by the Company's Management up to the "Segment result before amortisation and depreciation":
| (in thousands |
of 30 September 2015 |
30 September 2014 |
|---|---|---|
| Euro) |
46
| 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 |
10,897 | 22,285 | 33,182 | 100.0% | 10,900 | 21,445 | 32,345 | 100.0% | 2.6% |
| Segment result before amortisation and depreciation |
115 | 4,502 | 4,617 | 13.9% | 291 | 4,673 | 4,964 | 15.4% | (7.0)% |
| Amortisation and depreciation |
(1,277) | (3.9)% | (1,330) | (4.1)% | (4.0)% | ||||
| Financial income and charges |
114 | 0.3% | (232) | (0.7)% | |||||
| Pre-tax result | 3,454 | 10.41% | 3,402 | 10.52% | 1.5% | ||||
| Income taxes | (1,202) | (3.62)% | (1,153) | (3.57)% | 4.25% | ||||
| Profit for the half year |
2,252 | 6.79% | 2,249 | 6.95% | 0.13% | ||||
| Result attributable to minority interests |
0 | 0.0% | 0 | 0.0% | |||||
| Group net profit | 2,252 | 6.79% | 2,249 | 6.95% | 0.13% |
As at 30 September 2015, the Group had not executed contractual commitments that would entail significant investments in property, plant and equipment and intangible assets in the 2015/2016 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 Ltd, Piquadro Deutschland GmbH, Piquadro Trading – Shenzhen- Ltd. and Piquadro Taiwan Co. Ltd., Piquadro France SARL, Piquadro Swiss SA, Piquadro UK Limited and Piquadro USA LLC), or production (Uni Best Leather Goods Zhongsanhg 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 2015/2016 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 2015/2016 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.
| Receivables | Payables | |||
|---|---|---|---|---|
| (in thousands of Euro) | 30 September | 31 March | 30 September | 31 March |
| 2015 | 2015 | 2015 | 2015 | |
| Financial relations with Piqubo S.p.A. | 0 | 0 | 0 | 0 |
| Financial relations with Piquadro Holding |
0 | 0 | 0 | 0 |
| S.p.A. | ||||
| Financial relations with Palmieri Family |
0 | 0 | 0 | 0 |
| Foundation | ||||
| Total Receivables from and Payables to | 0 | 0 | 0 | 0 |
| controlling companies and affiliate companies |
Below is reported the breakdown of the main financial relations maintained with related companies.
The table below reports the breakdown of the economic relations with these related companies in the first half of the 2015/2016 and 2014/2015 financial years:
| Costs | Revenues | |||
|---|---|---|---|---|
| (in thousands of Euro) | 30 September | 30 September | 30 September | 30 September |
| 2015 | 2014 | 2015 | 2014 | |
| Economic relations with Piqubo S.p.A. | 38 | 35 | 0 | 0 |
| Economic relations with Piquadro Holding |
123 | 149 | 0 | 0 |
| S.p.A. | ||||
| Economic relations with Palmieri Family |
0 | 0 | 0 | 0 |
| Foundation | ||||
| Total costs and revenues to controlling companies and affiliate companies |
161 | 184 | 0 | 0 |
No economic transactions took place with the Palmieri Family Foundation in the 2015/2016 and 2014/2015 halfyears.
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 2015/2016 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 2015, Directors had not identified executives with strategic responsibilities):
| First and last name |
Position held |
Period in which the position was held |
Term of office |
Fees due for the position |
Non monetary benefits |
Bonuses and other incentives |
Other fees |
Total |
|---|---|---|---|---|---|---|---|---|
| Marco Palmieri |
Chairman CEO |
and 01/04/15- 30/09/15 |
2016 | 200 | 3.5 | - | - | 203.5 |
| 420 | 8.5 | - | 71 | 499.5 | ||||
|---|---|---|---|---|---|---|---|---|
| 30/09/15 | ||||||||
| Anna Gatti | Director | 01/04/15- | 2016 | 10 | - | - | - | 10 |
| Bonomo | 30/09/15 | |||||||
| Paola | Director | 01/04/15- | 2016 | 10 | - | - | - | 10 |
| Lorenzoni | 30/09/15 | |||||||
| Gianni | Director | 01/04/15- | 2016 | 10 | - | - | - | 10 |
| Trotta | Director | 30/09/15 | ||||||
| Roberto | Managing | 01/04/15- | 2016 | 1.5 | - | 69 | 70.5 | |
| Piccioli | Director | 30/09/15 | ||||||
| Marcello | Managing | 01/04/15- | 2016 | 90 | 1.5 | - | 2,. | 93.5 |
| Palmieri | Director | 30/09/15 | ||||||
| Pierpaolo | Managing | 01/04/15- | 2016 | 100 | 2 | - | - | 102 |
No significant events are reported which occurred at Group level from 1 October 2015 to the date of this Report.
******************************
• actual application of administrative and accounting procedures for the preparation of the consolidated financial statements in the course of the half-year April 2015-September 2015.
3.2. 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) 25 November 2015
Marco Palmieri Roberto Trotta
Chief Executive Officer The Manager responsible for the preparation of corporate accounting documents
Marco Palmieri Roberto Trotta
To the Shareholders of Piquadro SpA
We have reviewed the accompanying consolidated condensed interim financial statements of Piquadro SpA (hereinafter also the "Company") and its subsidiaries (the "Piquadro Group") as of 30 September 2015 and for the six months period then ended, comprising the balance sheet, the income statement, the statement of comprehensive income, the statement of changes in equity, the cashflow statement and the related explanatory notes. The Directors of Piquadro SpA are responsible for the preparation of the consolidated condensed interim financial statements in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these consolidated condensed interim financial statements based on our review.
We conducted our work in accordance with the criteria for a review recommended by CONSOB in Resolution no.10867 of 31 July 1997. A review of consolidated condensed interim financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a fullscope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated condensed interim financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated condensed interim financial statements of the Piquadro Group as of 30
September 2015 and for the six months period then ended are not prepared, in all material respects, in accordance with International Accounting Standard 34 applicable to interim financial reporting (IAS 34) as adopted by the European Union.
Bologna, 25 November 2015
PricewaterhouseCoopers SpA
signed by
Gianni Bendandi (Partner)
"This report has been translated into the English language from the original, which was issued in Italian language, solely for the convenience of international readers. References in this report to the financial statements refer to the financial statements in original Italian and not to any their translation."
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