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Fila — Interim / Quarterly Report 2017
Sep 4, 2017
4343_ir_2017-09-04_63939ef3-5fce-4c94-8f48-6a757f7f509d.pdf
Interim / Quarterly Report
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F.I.LA. GROUP 2017 HALF-YEAR REPORT
Contents
| General Information4 | |
|---|---|
| Corporate Bodies 4 |
|
| Overview of the F.I.L.A. Group5 | |
| 2017 Half-Year Report 6 | |
| Key Financial Highlights6 | |
| F.I.L.A Group Key Financial Highlights8 | |
| Normalised operating results 8 |
|
| Business seasonality11 | |
| Statement of Financial Position 12 |
|
| Financial overview15 | |
| Disclosure by operating segment 18 |
|
| Business Segments – Statement of Financial Position19 |
|
| Business Segments – Income Statement20 |
|
| Business Segments – Other Information21 |
|
| Significant Events in the period22 | |
| Subsequent events22 | |
| Outlook 23 |
|
| Related party transactions23 | |
| Condensed Consolidated 2017 Half-Year Financial Statements25 | |
| Consolidated Financial Statements25 | |
| Condensed Consolidated Statement of Financial Position25 | |
| Condensed Statement of Comprehensive Income26 | |
| Condensed statement of Changes in Equity27 | |
| Condensed Consolidated Statement of Cash Flows28 | |
| Condensed statement of financial position with indication of transactions with related parties | |
| pursuant to CONSOB resolution No. 15519 of July 27, 200630 | |
| Statement of comprehensive income with indication of transactions with related parties pursuant | |
| to CONSOB resolution No. 15519 of July 27, 200631 | |
| Notes to the Consolidated Financial Statements of the F.I.L.A. Group32 | |
| Attachments82 | |
| Attachment 1 - Transactions with Related Parties82 | |
| Attachment 2 - List of companies included in the consolidation and other equity investments84 | |
| Atypical and/or unusual transactions85 | |
| Statement of the Manager in Charge and Corporate Bodies86 | |
| Auditors' Report 87 |
CONDENSED CONSOLIDATED 2017 HALF-YEAR FINANCIAL STATEMENTS
General Information
Corporate Bodies
Board of Directors
| Chairman | Gianni Mion |
|---|---|
| Chief Executive Officer | Massimo Candela |
| Executive Director | Luca Pelosin |
| Director & Honorary Chairman | Alberto Candela |
| Director (**) | Fabio Zucchetti |
| Director (**) | Annalisa Barbera |
| Director (*) | Sergio Ravagli |
| Director ()(**) | Gerolamo Caccia Dominioni |
| Director (*) | Francesca Prandstraller |
(*) Independent director in accordance with Article 148 of the CFA and Article 3 of the Self-Governance Code. (**) Non-Executive Director. (***) Lead Independent Director.
Control and Risks Committee
Gerolamo Caccia Dominioni Fabio Zucchetti Sergio Ravagli
Board of Statutory Auditors
Standing Auditor Pietro Villa Alternate Auditor Sonia Ferrero
Chairman Claudia Mezzabotta Standing Auditor Stefano Amoroso
Independent Auditors KPMG S.p.A.
Overview of the F.I.L.A. Group
The F.I.L.A. Group operates in the creativity tools market, producing colouring, design, modelling, writing and painting objects, such as pencils, crayons, modelling clay, chalk, oil colours, acrylics, watercolours, paints and paper for the fine arts, school and leisure.
The F.I.L.A. Group at June 30, 2017 operates through 21 production facilities and 40 subsidiaries across the globe and employs approx. 7,000, becoming a pinnacle for creative solutions in many countries with brands such as GIOTTO, DAS, LYRA, Canson, Maimeri, Daler & Rowney Lukas and Ticonderoga.
Founded in Florence in 1920, F.I.L.A. has achieved strong growth over the last twenty years, supported by a series of strategic acquisitions: the Italian Company Adica Pongo in 1994, the US Group Dixon Ticonderoga in 2005, the German Group LYRA in 2008, the Mexican Company Lapiceria Mexicana in 2010, the Brazilian Company Lycin in 2012 and the Maimeri business unit in 2014. In addition to these operations, on the conclusion of an initiative which began with the acquisition of a minority stake in 2011, control was acquired in 2015 of the Indian company DOMS Industries Pvt Ltd.
In 2016, the F.I.L.A. Group has focused upon development on strategic art & craft sector acquisitions, seeking to become the leading market player. On February 3, 2016, F.I.L.A. S.p.A. acquired control of the Daler-Rowney Lukas Group, an illustrious brand producing and distributing since 1783 materials and accessories on the arts & crafts market, with a direct presence in the United Kingdom, the Dominican Republic, Germany and the USA.
In September 2016, the F.I.L.A. Group acquired St. Cuthberts, a highly-renowned English paper mill, founded in 1907, located in the south-west of England and involved in the production of high quality artist's papers.
In October 2016, F.I.L.A. S.p.A. acquired the Canson Group, founded in 1557 by the Montgolfier family, with headquarters in Annonay in France, production facilities in France and conversion and distribution centres in Italy, France, the USA, China, Australia and Brazil. Canson products are available in over 120 countries and the brand is the most respected globally involved in the production and distribution of high added value paper for the fine arts, design, leisure and schools, but also for artists' editions and technical and digital drawing materials.
2017 Half-Year Report
Key Financial Highlights
The F.I.L.A. Group key financial highlights for 1H2017 are reported below.
| June 2017 | % core business |
June 2016 | % core business |
Change 2017 - 2016 |
|||
|---|---|---|---|---|---|---|---|
| Euro thousands | revenue | revenue | |||||
| Core Business Revenue | 260,543 | 100.0% | 201,514 | 100.0% | 59,029 | 29.3% | |
| EBITDA (1) | 38,988 | 15.0% | 31,222 | 15.5% | 7,766 | 24.9% | |
| EBIT | 29,912 | 11.5% | 24,562 | 12.2% | 5,350 | 21.8% | |
| Net financial expense | (7,580) | -2.9% | (1,982) | -1.0% | (5,598) | -282.5% | |
| Total income taxes | (7,588) | -2.9% | (8,638) | -4.3% | 1,050 | 12.2% | |
| F.I.L.A. Group Net Profit/(loss) | 14,038 | 5.4% | 13,208 | 6.6% | 830 | 6.3% | |
| Earnings per share (€ cents) | |||||||
| basic | 0.34 | 0.32 | |||||
| diluted | 0.33 | 0.32 | |||||
| NORMALISED - Euro thousands | June 2017 | % core business revenue |
June 2016 | % core business revenue |
Change 2017 - 2016 |
||
| Core Business Revenue | 260,543 | 100.0% | 201,514 | 100.0% | 59,029 | 29.3% | |
| EBITDA (1) | 43,846 | 16.8% | 36,572 | 18.1% | 7,274 | 19.9% | |
| EBIT | 34,770 | 13.3% | 29,911 | 14.8% | 4,859 | 16.2% | |
| Net financial expense | (8,570) | -3.3% | (2,264) | -1.1% | (6,306) | -278.6% | |
| Total income taxes | (7,880) | -3.0% | (9,765) | -4.8% | 1,885 | 19.3% | |
| F.I.L.A. Group Net Profit | 17,614 | 6.8% | 17,143 | 8.5% | 471 | 2.7% | |
| Earnings per share (€ cents) | |||||||
| basic | 0.43 | 0.42 | |||||
| diluted | 0.42 | 0.41 | |||||
| Euro thousands | June 30, 2017 | June 30, 2016 | Change 2017 - 2016 |
||||
| Cash Flows from operating activities | (51,039) | (38,366) | (12,673) | ||||
| Investments | 8,445 | 4,261 | 4,184 | ||||
| % core business revenue | 3.2% | 2.1% | |||||
| Euro thousands | June 30, 2017 | December 31, 2016 | Change 2017 - 2016 |
||||
| Net capital employed | 530,394 | 462,407 | 67,987 | ||||
| Net Financial debt (4) | (285,584) | (223,437) | (62,147) | ||||
| Equity | (244,810) | (238,970) | (5,840) |
(1) The Gross Operating Profit (EBITDA) corresponds to the operating result before amortisation and depreciation and write-down;
(2) Indicator of the net financial structure, calculated as the aggregate of the current and non-current financial debt, net of cash and cash equivalents and current financial assets and loans provided to third parties classified as non-current asset. The net financial position as per CONSOB Communication DEM/6064293 of July 28, 2006 excludes non-current financial assets. The non-current financial assets of the F.I.L.A. Group at December 31, 2016 amount to Euro 3,912 thousand, of which Euro 5 thousand included in the calculation of the net financial position; therefore the F.I.L.A. Group financial indicator does not equate, for this amount, with the net financial position as defined in the above-mentioned Consob communication. For further details, see paragraph 'Financial Overview" of the Report below.
2017 Normalisations:
- The normalisation of the 1H2017 EBITDA relates to non-recurring operating costs of approx. Euro 4.9 million, principally for Group reorganisation plans and the Stock Grant Plan for specific Group employees.
- The normalisation of Net financial expense relates to the financial income of the company Lyra KG (Germany) and deriving from the sale of the 30% stake held in FILA Nordic AB (Sweden) amounting to approx. Euro 1 million.
- The normalisation of the 1H2017 Group Result concerns the above-stated normalisations, net of the tax effect.
2016 Normalisations:
- The normalisation of 1H2016 EBITDA relates to non-recurring operating costs of approx. Euro 5.4 million, principally for consultancy on the corporate operations carried out in 1H2016.
- The normalisation of Net financial expense relates principally to the net financial income on the currency hedging derivative opened on the loan in UK Sterling for the acquisition of the Daler-Rowney Group, net of the currency adjustments on the loan itself.
- The normalisation of the 1H2016 Group Result concerns the above-stated normalisations, net of the tax effect.
F.I.L.A Group Key Financial Highlights
The F.I.L.A. Group Key Financial Highlights for 1H2017 are reported below.
Normalised operating results
The 1H2017 F.I.L.A. Group results report an increased EBITDA of 19.9% on 1H2016 (-2.8%, excluding the M&A effect in the period).
| NORMALISED - Euro thousands | 2017 | % core business revenue |
2016 | % core business revenue |
Change 2017 - 2016 | |
|---|---|---|---|---|---|---|
| Core Business Revenue | 260,543 | 100% | 201,514 | 100% | 59,029 | 29.3% |
| Other Revenue and Income | 11,977 | 4,765 | 7,212 | 151.4% | ||
| Total Revenue | 272,520 | 206,279 | 66,241 | 32.1% | ||
| Total operating costs | (228,674) | -87.8% | (169,707) | -84.2% | (58,967) | -34.7% |
| EBITDA | 43,846 | 16.8% | 36,572 | 18.1% | 7,274 | 19.9% |
| Amortisation, depreciation and write-down | (9,076) | -3.5% | (6,661) | -3.3% | (2,415) | -36.3% |
| EBIT | 34,770 | 13.3% | 29,911 | 14.8% | 4,859 | 16.2% |
| Net financial expense | (8,570) | -3.3% | (2,264) | -1.1% | (6,306) | -278.5% |
| Pre-tax profit | 26,200 | 10.1% | 27,647 | 13.7% | (1,447) | -5.2% |
| Total income taxes | (7,880) | -3.0% | (9,765) | -4.8% | 1,885 | 19.3% |
| Net Profit | 18,320 | 7.0% | 17,882 | 8.9% | 438 | 2.4% |
| Non-controlling interest profit | 706 | 0.3% | 739 | 0.4% | (33) | -4.5% |
| F.I.L.A. Group Net Profit | 17,614 | 6.8% | 17,143 | 8.5% | 471 | 2.7% |
The main changes compared to 1H2016 are outlined below.
"Core Business Revenue" of Euro 260,543 thousand increased on the previous year Euro 59,029 thousand (+29.3%).
Organic growth was Euro 4,128 thousand (+2.05% on 1H2016), calculated net of positive currency effects of approx. Euro 1,383 thousand (mainly due to the strengthening of the US Dollar and the Indian Rupee, only partially offset by the weakening of the Mexican Peso and GB Pound) and the M&A effect of approx. Euro 53,518 thousand (of which principally: Euro 4,693 thousand relating to a month of Daler-Rowney Lukas operations, consolidated from February 2016, Euro 46,662 thousand relating to the Canson Group, consolidated from October 2016, Euro 2,376 thousand concerning St. Cuthberts Mill, consolidated from September 2016). This growth principally relates to Asia for Euro 4,680 thousand, up 20.2% (principally relating to the Indian subsidiary), Central-South America for Euro 5,168 thousand, up 22.3% (in particular Mexico and to a lesser extent Chile and Argentina), Europe for Euro 1,052 thousand, +1.2% (Turkey, Poland and to a lesser extent Russia, Greece and Spain), while partially offset by the North American revenue contraction of Euro 6,974 thousand (- 10.4%), due to the integration of the Daler Group and, to a lesser extent Canson, creating delays in the initial part of the year. The delays have since been absorbed and the invoicing will be recovered in the second half of 2017.
In order to better illustrate F.I.L.A. Group developments, reference should be made to the table below highlighting revenue compared with the previous period by "Strategic Segments":
Other Revenue and Income of Euro 11,977 thousand increased on the previous year by Euro 7,212 thousand, mainly on the basis of exchange gains on commercial transactions.
"Operating Costs" in 2017 of Euro 228,674 thousand increased Euro 58,967 thousand on 2016, almost exclusively as a result of the M&A effect and residually the increase in acquisition, commercial, marketing and transport costs in support of the higher revenues.
"EBITDA" amounted to Euro 43,846 thousand, increasing Euro 7,274 thousand on 2016 (+19.9%, of which -2.8% entirely organic).
Amortisation, depreciation & write-downs increased Euro 2,415 thousand, due to the amortisation of "Trademarks" and "Other Intangible assets", valued according to the "Purchase Price Allocation" under the corporate operations executed in 2016 and the increase in depreciation concerning the new companies acquired.
Normalised Net Financial Expense increased on 1H2016 Euro 6,306 thousand, principally due to higher interest charges incurred by F.I.L.A. S.p.A. on the loan contracted in 2016 for the acquisitions, in addition to currency differences on inter-company loans granted in Euro to companies in the United States, Brazil, Russia and South Africa.
Normalised Group "Income taxes" of Euro 7,880 thousand decreased Euro 1,885 thousand compared to 1H2016; the tax rate was substantially in line with the previous year thanks to the use of the matured "ACE" tax base.
Excluding the non-controlling interests result, the F.I.L.A. Group normalised profit for 1H2017 was Euro 17,614 thousand, compared to Euro 17,143 thousand in the previous year.
Business seasonality
The Group's operations are affected by business seasonality, as reflected in the consolidated results.
The breakdown of the income statement by quarter highlights the concentration of sales in the second and third quarters for the "schools' campaign". Specifically, in June, significant sales are made through the "school suppliers" traditional channel and in August, through the "retailers" channel.
The key quarterly highlights for 2017 and 2016 are reported below.
| 2016 | ||||||
|---|---|---|---|---|---|---|
| Euro thousands | First 3 mth. 2016 |
First 6 mth. 2016 |
First 9 mth. 2016 | FY 2016 | First 3 mth. 2017 |
First 6 mth. 2017 |
| Core Business Revenue | 82,896 | 201,514 | 309,312 | 422,609 | 117,613 | 260,543 |
| Full year portion | 19.62% | 47.68% | 73.19% | 100.00% | ||
| EBITDA | 10,143 | 31,222 | 49,016 | 56,824 | 16,072 | 38,988 |
| % core business revenue | 12.24% | 15.49% | 15.85% | 13.45% | 13.67% | 14.96% |
| Full year portion | 17.85% | 54.94% | 86.26% | 100.00% | ||
| Normalised EBITDA | 11,870 | 36,572 | 55,169 | 67,222 | 17,106 | 43,846 |
| % core business revenue | 14.32% | 18.15% | 17.84% | 15.91% | 14.54% | 16.83% |
| Full year portion | 17.66% | 54.41% | 82.07% | 100.00% | ||
| Net Financial Debt | (166,344) | (188,895) | (175,798) | (223,437) | (255,852) | (285,584) |
Statement of Financial Position
The statement of financial position of the F.I.L.A. Group at June 30, 2017 is reported below.
| June | December | Change | |
|---|---|---|---|
| Euro thousands | 2017 | 2016 | 2017 - 2016 |
| Intangible Assets | 211,930 | 218,440 | (6,510) |
| Property, plant & equipment | 81,837 | 81,321 | 516 |
| Financial Assets | 4,575 | 3,656 | 919 |
| Net Fixed Assets | 298,342 | 303,416 | (5,074) |
| Other Assets/Non-Current Liabilities | 16,874 | 20,737 | (3,863) |
| Inventories | 191,179 | 177,406 | 13,773 |
| Trade and Other Receivables | 183,406 | 113,582 | 69,824 |
| Trade and Other Payables | (98,642) | (90,445) | (8,197) |
| Other Current Assets and Liabilities | (3,373) | 154 | (3,527) |
| Net Working Capital | 272,570 | 200,697 | 71,873 |
| Provisions | (57,392) | (62,444) | 5,052 |
| Net Capital Employed | 530,394 | 462,407 | 67,987 |
| Equity | (244,810) | (238,970) | (5,840) |
| Net Financial Debt | (285,584) | (223,437) | (62,147) |
| Net Funding Sources | (530,394) | (462,407) | (67,987) |
The "Net Capital Employed" of the F.I.L.A. Group at June 30, 2017 of Euro 530,394 thousand is principally comprised of "Net Fixed Assets" of Euro 298,342 thousand (decreasing on December 31, 2016 Euro 5,074 thousand) and the "Net Working Capital" totalling Euro 272,570 (increasing on December 31, 2016 Euro 71,873 thousand).
The decrease in "Intangible Assets" on December 31, 2016 of Euro 6,510 thousand substantially relates to negative translation differences of Euro 3,302 thousand and the amortisation of intangible assets (Euro 3,405 thousand), particularly with regards to "Trademarks" and "Development Technology" by the Group companies Daler-Rowney Lukas, St. Cuthberts Mill (United Kingdom), the Canson Group and DOMS Industries Pvt Ltd (India), valued during their respective acquisitions.
The increase in "Property, plant and equipment" on December 31, 2016 of Euro 516 thousand mainly relates to investments in "Plant and machinery" and "Buildings" (in use or under construction) by Group companies in support of production volume growth and business development, in particular in the "Art & Craft" sector. Overall net investments of Euro 8,166 thousand principally concerned Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico), DOMS Industries Pvt Ltd (India), Daler Rowney Ltd (United Kingdom), Canson SAS (France) and F.I.L.A. S.p.A.. The overall movement also stems from negative currency differences for Euro 1,210 thousand and depreciation of Euro 5,465 thousand.
"Financial assets" increased by Euro 919 thousand compared to December 31, 2016, principally due to the Fair Value adjustment of the Carrying amount of hedging derivatives of F.I.L.A. S.p.A. for a total of Euro 859 thousand.
The increase in "Net Working Capital" on December 31, 2016 of Euro 71,873 thousand relates to the following:
- "Inventories" increasing by Euro 13,773 thousand, principally due to business seasonality relating to the schools campaign. The increase concerned in particular the US subsidiaries Dixon Ticonderoga Company and Canson Inc., Daler Rowney Ltd (United Kingdom), the Mexican Grupo F.I.L.A.-Dixon, S.A. de C.V. and DOMS Industries Pvt Ltd (India);
- "Trade and Other receivables" increasing by Euro 69,824 thousand, principally due to the seasonality of F.I.L.A. Group business, with receivables at their highest during the middle months of the year as revenue is principally generated during the "Schools campaign". The movements particularly concern F.I.L.A. S.p.A., Dixon Ticonderoga Company (U.S.A.) and Grupo F.I.L.A.- Dixon, S.A. de C.V. (Mexico);
- "Trade and Other Payables" increasing by Euro 8,197 thousand, principally due to business seasonality with procurement concentrated in the initial months of the year in support of production and supplies for peak sales concentrated in the middle months of the year.
The decrease in "Provisions" on December 31, 2016 of Euro 5,052 thousand refers substantially to deferred tax liabilities against the gradual release of the amounts calculated on the amortisation and depreciation of tangible and intangible assets valued according to the "Purchase Price Allocation" during the acquisitions carried out by the Group in recent years.
The "Equity" of the F.I.L.A. Group amounting to Euro 244,810 thousand at June 30, 2017 increased Euro 5,840 thousand on December 31, 2016. Net of the period profit of Euro 14,744 thousand (of which Euro 706 thousand concerning non-controlling interests), the residual movement principally concerns negative currency effects of Euro 8,423 thousand, the payment of dividends for Euro 3,882 thousand (of which Euro 3,711 thousand concerning F.I.L.A. S.p.A. and Euro 171 thousand minorities), the "Fair Value" adjustment of derivative instruments held by F.I.L.A. S.p.A. designated as hedges (Euro 859 thousand), the establishment of the "Share Based Premium" reserve for Euro 1,875 thousand and the increase in the IAS 19 reserve of Euro 746 thousand.
The F.I.L.A. Group "Net Financial Position" at June 30, 2017 was a net debt of Euro 285,584 thousand, increasing Euro 62,147 thousand on December 31, 2016. For greater details, reference should be made to the "Financial Overview" paragraph.
Financial overview
The overview of the 1H2017 Group operating and financial performance is completed by the Group Net Financial Debt and Statement of Cash Flows reported below.
The Net Financial Debt at June 30, 2017 reports a debt of Euro 285,584 thousand.
| June 30, 2017 | December 31, 2016 | Change | |
|---|---|---|---|
| 16 | |||
| Other cash equivalents | 29,519 | 59,446 | (29,927) |
| Securities held-for-trading | - | - | - |
| Liquidity ( A + B + C) | 29,608 | 59,519 | (29,911) |
| Current financial receivables | 587 | 275 | 312 |
| Current bank loans and borrowings | (106,427) | (52,879) | (53,548) |
| Current portion of non-current debt | (26,916) | (24,158) | (2,758) |
| Other current loans and borrowings | (240) | (16,497) | 16,257 |
| Current financial debt ( F + G + H ) | (133,583) | (93,534) | (40,049) |
| Net current financial debt (I + E+ D) | (103,388) | (33,740) | (69,648) |
| Non-current bank loans and borrowings | (181,913) | (189,902) | 7,989 |
| Bonds issued | - | - | - |
| Other non-current loans and borrowings | (288) | (150) | (138) |
| Non-current financial debt ( K + L + M ) | (182,201) | (190,052) | 7,851 |
| Net financial debt (J+N) | (285,589) | (223,792) | (61,797) |
| Loans issued to third parties | 5 | 355 | (350) |
| Net financial debt (O + P) - F.I.L.A. Group | (285,584) | (223,437) | (62,147) |
| Euro thousands Cash |
89 | 73 |
Note:
1) The net financial debt calculated at point "O" complies with Consob Communication DEM/6064293 of July 28, 2006, which excludes non-current financial assets. The net financial debt of the F.I.L.A. Group differs from the above communication by Euro 5 thousand in relation to the non-current loans granted to third parties by Omyacolor S.A. (Euro 5 thousand)
2) At June 30, 2017 there were no transactions with related parties which impacted the net financial debt.
Compared to December 31, 2016 (debt of Euro 223,437 thousand), the net financial debt increased Euro 62,147 thousand, as outlined below in the Statement of Cash Flows.
| June 2017 | June 2016 | |
|---|---|---|
| Euro thousands | ||
| EBIT | 29,912 | 24,561 |
| Adjustments for non-cash items | 10,902 | 6,647 |
| Integrations for income taxes | (4,850) | (3,262) |
| Cash Flow from Operating Activities Before Changes in NWC | 35,964 | 27,946 |
| Change in NWC | (84,529) | (66,366) |
| Change in Inventories | (19,048) | (19,215) |
| Change in Trade and Other Receivables | (71,799) | (62,000) |
| Change in Trade and Other Payables | 6,648 | 15,323 |
| Change in Other Current Assets/Liabilities | (331) | (475) |
| Net cash Flow from Operating Activities | (48,565) | (38,420) |
| Investments in tangible and intangible assets | (8,445) | (4,261) |
| Other Investments | 44 | 110 |
| Equity Investments | 918 | (16,887) |
| Cash Flow used in Investing Activities | (7,483) | (21,038) |
| Change in Equity | (3,838) | (4,277) |
| Interest Expense | (4,441) | (2,357) |
| Cash Flow used in Financing Activities | (8,279) | (6,635) |
| Other changes | (396) | 56 |
| Total Net Cash Flow | (64,723) | (66,037) |
| Effect from exchange rate changes | 1,840 | 2,638 |
| NFP from M&A operations (Change in Consolidation Scope) | 736 | (86,752) |
| Change in Net Financial Debt | (62,147) | (150,151) |
The net cash flow absorbed in 2017 from "Operating Activities" of Euro 48,565 thousand (absorption of operating cash in 1H2016 of Euro 38,420 thousand) concerns:
- generation of Euro 35,964 thousand (Euro 27,946 thousand in 1H2016) from "EBIT", based on the difference of the "Value" and the "Costs of Cash Generation" and the remaining ordinary income components, excluding financial management;
- absorption of Euro 84,529 thousand (Euro 66,366 thousand at June 30, 2016) concerning "Working Capital Management" related to the seasonality of business and principally the increases both in inventory and "Trade and Other Receivables".
"Investing Activities" absorbed net liquidity of Euro 7,483 thousand (Euro 21,038 thousand in 1H2016), of which:
liquidity of Euro 8,445 thousand (Euro 4,261 thousand in 1H2016) absorbed from net investment in plant and machinery, principally by Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico), Daler Rowney Ltd (United Kingdom), DOMS Industries Pvt Ltd (India), Canson SAS (France) and F.I.L.A. S.p.A. for the refurbishment and extension of production facilities;
for Euro 918 thousand (-Euro 16,887 thousand in the first half of 2016) investments and divestments in holdings, principally relating to the generation of cash from the disposal of the minority stake (30%) held in FILA Nordic AB (Sweden) by the German subsidiary Lyra KG.
"Financing Activities" absorbed net liquidity of Euro 8,279 thousand (Euro 6,635 thousand in 1H2016), of which:
- Euro 4,441 thousand (Euro 2,357 thousand in 1H2016) from interest paid on loans and credit lines granted to Group companies, principally F.I.L.A. S.p.A. (Italy) and Grupo F.I.L.A. – Dixon, S.A. de C.V. (Mexico);
- Euro 3,838 thousand (Euro 4,277 thousand in 1H2016) from the distribution of dividends to F.I.L.A. S.p.A. shareholders and Group non-controlling interests, net of those paid to non-controlling interests of the company FILA Art Products AG (Switzerland), currently in the incorporation phase.
Excluding the currency effect from the translation of the net financial positions in currencies other than the Euro (generating cash of Euro 1,840 thousand), the increase in the net debt was therefore Euro 62,147 thousand (Euro 150,151 thousand at June 30, 2016).
"Net Liquidity" movements are reported below.
| Euro thousands | June 2017 | December 2016 |
|---|---|---|
| Opening Cash and Cash Equivalents | 53,973 | 17,542 |
| Cash and cash equivalents Bank overdrafts |
59,519 (5,546) |
30,683 (13,141) |
| Closing Cash and Cash Equivalents | 7,067 | 53,973 |
| Cash and cash equivalents Bank overdrafts |
29,608 (22,541) |
59,519 (5,546) |
Disclosure by operating segment
In terms of segment reporting, the F.I.L.A. Group has adopted IFRS 8, obligatory from January 1, 2009.
IFRS 8 requires an entity to base segment reporting on internal reporting, which is constantly reviewed by the highest level of management in order to allocate resources to the various segments and to analyse performance.
Geographical segments are the primary basis of analysis and of decision-making by F.I.L.A. Group Management, therefore fully in line with the internal reporting prepared for these purposes.
The products of the F.I.L.A. Group are similar in terms of quality and production, target market, margins, sales network and clients, even with reference to the different brands which the Group markets. No diversification is therefore deemed to be present within the Segment, in consideration of the substantial uniformity of the risks and benefits relating to the products produced by the F.I.L.A. Group.
The segment disclosure accounting standards are in line with those utilised for the consolidated financial statements.
Segment disclosure was therefore based on the location of operations ("Entity Locations"), broken down as follows: "Europe", "North America", "Central and South America" and "Rest of the World". The "Rest of the World" includes the subsidiaries in South Africa and Australia.
The "Business Segment Reporting" of the F.I.L.A. Group aggregates companies by geographical segments on the basis of the "operating location".
For disclosure upon the association between the regions and F.I.L.A. group companies, reference should be made to the attachments to the report in the "List of companies included in the consolidation scope and other investments" paragraph.
The segment reporting required in accordance with IFRS 8 is presented below.
Business Segments – Statement of Financial Position
The key statement of financial position figures for the F.I.L.A. Group by geographical segments, at June 30, 2017 and December 31, 2016, are reported below:
| June 2017 Euro thousands |
Europe | North America |
Central & South America |
Asia | Rest of the World |
Consolidation | F.I.L.A. Group |
|---|---|---|---|---|---|---|---|
| Intangible Assets | 137,071 | 5,581 | 4,354 | 64,890 | 110 | (76) | 211,930 |
| Property, plant & equipment | 46,951 | 2,504 | 7,041 | 25,041 | 300 | 81,837 | |
| Total Intangible and Tangible Assets | 184,022 | 8,085 | 11,395 | 89,931 | 411 | (76) | 293,767 |
| of which Intercompany | (76) | 0 | |||||
| Inventories | 78,128 | 54,016 | 35,601 | 27,208 | 2,795 | (6,569) | 191,179 |
| Trade and Other Receivables | 115,544 | 55,027 | 65,121 | 11,336 | 1,419 | (65,041) | 183,406 |
| Trade and Other Payables | (95,165) | (32,887) | (17,134) | (14,902) | (3,531) | 64,977 | (98,642) |
| Other Current Assets and Liabilities | (2,282) | (838) | (82) | (171) | (3,373) | ||
| Net Working Capital | 96,225 | 75,318 | 83,506 | 23,471 | 683 | (6,634) | 272,570 |
| of which Intercompany | (2,711) | (2,270) | (731) | (555) | (365) | ||
| Net Financial Debt | (202,835) | (31,094) | (44,755) | (3,639) | (3,326) | 65 | (285,584) |
| of which Intercompany | 65 |
| December 2016 | North | Central - South | Rest | ||||
|---|---|---|---|---|---|---|---|
| Euro thousands | Europe | America | America | Asia | of the World | Consolidation | F.I.L.A. Group |
| Intangible Assets | 140,368 | 6,085 | 4,976 | 66,980 | 107 | (76) | 218,440 |
| Property, plant & equipment | 44,788 | 3,035 | 6,820 | 26,323 | 355 | 81,321 | |
| Total Intangible and Tangible Assets | 185,156 | 9,120 | 11,796 | 93,303 | 463 | (76) | 299,761 |
| of which Intercompany | (76) | 0 | |||||
| Inventories | 77,053 | 47,859 | 33,391 | 25,147 | 2,690 | (8,734) | 177,406 |
| Trade and Other Receivables | 91,382 | 32,166 | 62,315 | 8,431 | 1,979 | (82,691) | 113,582 |
| Trade and Other Payables | (98,518) | (24,623) | (33,283) | (13,056) | (3,656) | 82,691 | (90,445) |
| Other Current Assets and Liabilities | (907) | 1,524 | (356) | (107) | 154 | ||
| Net Working Capital | 69,010 | 56,926 | 62,067 | 20,415 | 1,013 | (8,734) | 200,697 |
| of which Intercompany | (3,677) | (3,892) | (689) | (290) | (185) | ||
| Net Financial Debt | (184,961) | (14,052) | (20,923) | (776) | (2,725) | (223,437) |
Business Segments – Income Statement
The "income statement" for the F.I.L.A. Group by geographical segments for 1H2017 and 1H2016 is reported below:
| June 2017 | Europe | North America |
Central - South America |
Asia | Rest of the World |
Consolidation | F.I.L.A. Group |
|---|---|---|---|---|---|---|---|
| Euro thousands | |||||||
| Core Business Revenue | 161,567 | 85,991 | 48,423 | 49,864 | 2,646 | (87,948) | 260,543 |
| of which Intercompany | (41,686) | (8,818) | (18,570) | (18,838) | (36) | ||
| EBITDA | 18,237 | 11,759 | 3,383 | 4,740 | (846) | 1,715 | 38,988 |
| Net financial expense | 7,685 | 1,339 | (2,190) | (171) | (133) | (14,110) | (7,580) |
| of which Intercompany | (11,447) | (2,817) | 101 | - | 53 | ||
| Net Profit/(loss) | 19,949 | 8,128 | (766) | 1,647 | (1,044) | (13,170) | 14,744 |
| Non-controlling interest profit | 133 | - | - | 601 | (28) | 706 | |
| F.I.L.A. Group Net Profit | 19,816 | 8,128 | (766) | 1,046 | (1,016) | (13,170) | 14,038 |
| June 2016 Euro thousands |
Europe | North America |
Central - South America |
Asia | Rest of the World |
Consolidation | F.I.L.A. Group |
|---|---|---|---|---|---|---|---|
| Core Business Revenue | 118,884 | 67,613 | 42,161 | 43,992 | 260 | (71,396) | 201,514 |
| of which Intercompany | (30,828) | (761) | (19,028) | (20,779) | - | ||
| EBITDA | 11,026 | 12,698 | 4,970 | 5,558 | (138) | (2,892) | 31,222 |
| Net financial expense | 4,212 | 1,736 | (644) | (224) | 25 | (7,087) | (1,982) |
| of which Intercompany | (5,170) | (1,969) | 40 | 12 | |||
| Net Profit/(loss) | 8,725 | 9,787 | 2,781 | 2,185 | (122) | (9,414) | 13,942 |
| Non-controlling interest profit/(loss) | 201 | - | - | 545 | (12) | 734 | |
| F.I.L.A. Group Net Profit/(loss) | 8,524 | 9,787 | 2,781 | 1,640 | (110) | (9,414) | 13,208 |
Business Segments – Other Information
The "other information", concerning tangible and intangible fixed asset investments of Group companies by region for June 30, 2017 and June 30, 2016 is reported below:
| June 2017 | Europe | North America |
Central - South America |
Asia | Rest of the World |
F.I.L.A. Group |
|---|---|---|---|---|---|---|
| Euro thousands Intangible Assets |
305 | 19 | 1 | 5 | 329 | |
| Property, Plant and Equipment | 5,212 | 30 | 814 | 2,047 | 13 | 8,116 |
| Net Investments | 5,516 | 30 | 832 | 2,048 | 17 | 8,445 |
* Allocation by "Entity Location"
| June 2016 | Europe | North | Central - South | Asia | Rest of the | F.I.L.A. |
|---|---|---|---|---|---|---|
| Euro thousands | America | America | World | Group | ||
| Intangible Assets | 94 | 207 | 301 | |||
| Property, Plant and Equipment | 1,866 | 71 | 503 | 1,519 | 1 | 3,960 |
| Net Investments | 1,960 | 71 | 503 | 1,726 | 1 | 4,261 |
* Allocation by "Entity Location"
Significant Events in the period
- On January 20, 2017, 52% of the share capital of FILA Art Products AG (Switzerland) was acquired, a company involved in the sale of F.I.L.A. Group writing, art and design products in Switzerland;
- On February 8, 2017, Lyra KG (Germany), a F.I.L.A. Group company controlled directly by F.I.L.A. S.p.A., sold 30% of its investment in Fila Nordic AB to non-controlling interests. The holding of Lyra KG (Germany) was 50% and therefore was considered a F.I.L.A. Group subsidiary as per the definition of control in IFRS 10.
- On April 20, 2017, the Indian company DOMS Industries Pvt Ltd subscribed a portion of the share capital increase of Pioneer Stationery Pvt Ltd (India) for a total of INR 5.1 million (approx. Euro 65 thousand). The transaction resulted in changes in the ownership of Pioneer Stationery Pvt Ltd (India), now held 51% by DOMS Industries Pvt Ltd (India).
Subsequent events
- On July 21, 2017, the Indian subsidiary DOMS Industries Pvt Ltd acquired an additional 25% of Uniwrite Pens and Plastics Pvt Ltd, an Indian company specialised in writing tools and, in particular, ballpoint pens, previously held 35%. Consideration was approx. INR 9 million (approx. Euro 121 thousand), increasing the investment held by DOMS Industries Pvt Ltd in Uniwrite Pens and Plastics Pvt Ltd to 60%.
- On July 24, Canson SAS (France) signed with Mediocredito Italiano S.p.A. a long-term loan contract for a total of Euro 6,350 thousand (the loan) to fund the extension of its central warehouse located in Annonay, close to the city of Lyon. The loan is guaranteed by a mortgage on buildings owned by Canson and by a corporate surety issued by F.I.L.A. S.p.A. to guarantee the payment obligations undertaken by Canson in accordance with the loan contract.
- On July 26, 2017, F.I.L.A. S.p.A. announced the new composition of its share capital following the full execution of the share capital increase approved on April 27, 2017 by the Extraordinary Shareholders' Meeting, in accordance with Article 2349 of the Italian Civil
Code, for a nominal value of Euro 90,314, through the issue of 100,181 new ordinary shares, without nominal value, to be released through the use of a corresponding part of the existing retained earnings, allocated free of charge to employees of F.I.L.A. S.p.A. and its subsidiaries, beneficiaries of the extraordinary bonus approved by the ordinary shareholders' meeting of the same date. On July 3, 2017, 86,189 F.I.L.A. S.p.A. shares were issued in partial execution of the share capital increase.
Outlook
For the remainder of 2017, amid a substantially stable market with the exception of certain regions where sustained growth (India) or recoveries (Russia, China and Brazil) are expected, the Group strategy will continue to focus on developing synergies and efficiencies with the new acquired companies.
Commercial and strategic focus will concern both "colour" and "Art & Craft" products, in order to broaden the customer base, thanks to the recent acquisitions of the company Industria Maimeri S.p.A., the Daler-Rowney Lukas Group and the Canson Group.
Management will closely focus on the integration of these latter entities acquired, both in production and commercial terms and eliminating products with insufficient margins. In addition, product quality improvements are being made by means of in-house production rather than outsourcing (from "buy" to "made").
Scheduled investments for the current year concern, in addition to new plant and production machinery and industrial equipment, the extension of the French warehouse and the installation of the SAP system for a single Group level ERP.
Related party transactions
The transactions with related parties, including inter-company transactions, are not atypical or unusual and fall within the ordinary business activities of the companies of the Group. They are executed at ordinary market conditions. Information on transactions with related parties in the period is reported in the Explanatory Notes to the Condensed Consolidated Half-Year Financial Statements, to which reference should be made.
CONDENSED CONSOLIDATED 2017 HALF-YEAR FINANCIAL STATEMENTS
242017 Half-Year Report Index Condensed Consolidated 2017 Half-Year Financial Statements
Condensed Consolidated 2017 Half-Year Financial Statements
Consolidated Financial Statements
Condensed Consolidated Statement of Financial Position
| Euro thousands | June 30, 2017 | December 31, 2016 | |
|---|---|---|---|
| Assets | 727,700 | 680,501 | |
| Non-Current Assets | 315,321 | 324,614 | |
| Intangible Assets | Note 1 | 211,930 | 218,440 |
| Property, Plant and Equipment | Note 2 | 81,837 | 81,321 |
| Non-Current Financial Assets | Note 3 | 3,912 | 3,709 |
| Investments Measured at Equity | Note 4 | 637 | 271 |
| Investments Measured at Cost | Note 5 | 31 | 31 |
| Deferred Tax Assets | Note 6 | 16,974 | 20,842 |
| Current Assets | 412,379 | 355,887 | |
| Current Tax Receivables | Note 3 | 587 | 275 |
| Deferred Tax Assets | Note 7 | 7,599 | 5,105 |
| Inventories | Note 8 | 191,179 | 177,406 |
| Trade and Other Receivables | Note 9 | 183,406 | 113,582 |
| Cash and Cash Equivalents | Note 10 | 29,608 | 59,519 |
| LIABILITIES AND EQUITY | 727,700 | 680,501 |
| Equity | Note 12 | 244,810 | 238,970 |
|---|---|---|---|
| Share Capital | 37,171 | 37,171 | |
| Reserves | 30,977 | 35,550 | |
| Retained Earnings | 138,049 | 120,767 | |
| Net Profit for the period | 14,038 | 20,993 | |
| Group Equity | 220,235 | 214,481 | |
| Non-controlling interest equity | 24,575 | 24,489 | |
| Non-Current Liabilities | 236,210 | 250,152 | |
| Non-Current Financial Liabilities | Note 13 | 182,201 | 190,052 |
| Employee Benefits | Note 14 | 10,293 | 11,343 |
| Provisions for Risks and Charges | Note 15 | 1,667 | 1,618 |
| Deferred Tax Liabilities | Note 16 | 41,949 | 47,034 |
| Other Payables | Note 19 | 100 | 105 |
| Current Liabilities | 246,680 | 191,379 | |
| Current Financial Liabilities | Note 13 | 133,583 | 93,534 |
| Provisions for Risks and Charges | Note 15 | 3,483 | 2,449 |
| Current Tax Payables | Note 18 | 10,972 | 4,951 |
| Trade and Other Payables | Note 19 | 98,642 | 90,445 |
Condensed Statement of Comprehensive Income
| June 30, 2017 | June 30, 2016 | ||
|---|---|---|---|
| Euro thousands | |||
| Revenue from Sales and Services | Note 20 | 260,543 | 201,514 |
| Other Revenue and Income | Note 21 | 11,977 | 4,765 |
| Total Revenue | 272,520 | 206,279 | |
| Raw Materials, Ancillary, Consumables and Goods | Note 22 | (126,130) | (102,297) |
| Services and Rent, Leases and Similar Costs | Note 23 | (58,658) | (48,239) |
| Other Operating Costs | Note 24 | (13,245) | (5,692) |
| Change in Raw Materials, Semi-Finished, Work-in-progress & Finished Prod. | Note 22 | 20,187 | 18,526 |
| Personnel expense | Note 25 | (55,686) | (37,355) |
| Amortisation & Depreciation | Note 26 | (8,870) | (6,504) |
| Write-downs | Note 27 | (206) | (156) |
| Total Operating Costs | (242,608) | (181,717) | |
| EBIT | 29,912 | 24,562 | |
| Financial Income | Note 28 | 1,838 | 1,983 |
| Financial Expense | Note 29 | (9,413) | (3,965) |
| Income/Expense from Investments at Equity | Note 31 | (5) | - |
| NET FINANCIAL CHARGES | (7,580) | (1,982) | |
| Pre-Tax Profit/(loss) | 22,332 | 22,580 | |
| Income Taxes | (8,378) | (7,976) | |
| Deferred Tax Income and Expense | 790 | (662) | |
| Total Income Taxes | Note 32 | (7,588) | (8,638) |
| NET PROFIT/(LOSS) - CONTINUING OPERATIONS | 14,744 | 13,942 | |
| NET PROFIT - DISCONTINUED OPERATIONS | - | - | |
| Net Profit/(Loss) for the Period | 14,744 | 13,942 | |
| Attributable to: | |||
| Profit attributable to non-controlling interests | 706 | 734 | |
| Profit/(loss) attributable to shareholders of the parent | 14,038 | 13,208 | |
| Other Comprehensive Income Items which may be reclassified subsequently in | (7,564) | (11,983) | |
| the profit or loss account | |||
| Translation Difference recorded in Equity | (8,423) | (11,983) | |
| Adjustment Fair value of Hedges | 859 | - | |
| Other Comprehensive Income Items which may not be reclassified subsequently in the profit or loss account |
746 | (1,179) | |
| Actuarial Gains/(Losses) for Employee Benefits recorded directly in Equity | 1,016 | (1,404) | |
| Income Taxes on income and charges recorded directly to Equity | (270) | 225 | |
| Other Comprehensive Income Items (net of tax effect) | (6,818) | (13,162) | |
| Total Comprehensive Income | 7,926 | 780 | |
| Attributable to: | |||
| Profit attributable to non-controlling interests | 101 | (178) | |
| Profit/(loss) attributable to shareholders of the parent | 7,825 | 958 | |
| Earnings per share: | basic | 0.34 | 0.32 |
| diluted | 0.33 | 0.32 |
Condensed statement of Changes in Equity
| Note 12.A Statement of Changes in Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Euro thousands | Share capital | Legal Reserve |
Share Premium Reserve |
IAS 19 Reserve |
Other Reserves |
Translation Difference |
Retained Earnings |
Group | Profit/(loss) Group Equity | Non-Control. Int. Capital and Reserves |
Non-Control. Int. Profit/Loss |
Non-Control. Int. Equity |
Total Equity |
| December 31, 2016 | 37,171 | 7,434 | 65,349 | (3,303) | (23,026) | (10,904) | 120,767 | 20,993 | 214,481 | 23,510 | 979 | 24,489 | 238,970 |
| Net Profit | 14,038 | 14,038 | 706 | 706 | 14,744 | ||||||||
| Other Changes in the period | 647 | 2,499 | (7,719) | (4,573) | (449) | (449) | (5,022) | ||||||
| Gains/(losses) recorded directly to equity |
- | - | - | 647 | 2,499 | (7,719) | - | 14,038 | 9,465 | (449) | 706 | 257 | 9,722 |
| Allocation of the 2016 result | 20,993 | (20,993) | - | 979 | (979) | - | - | ||||||
| Allocation to reserves | - | - | - | ||||||||||
| Dividends | (3,711) | (3,711) | (171) | (171) | (3,882) | ||||||||
| June 30, 2017 | 37,171 | 7,434 | 65,349 | (2,656) | (20,527) | (18,623) | 138,049 | 14,038 | 220,235 | 23,869 | 706 | 24,575 | 244,810 |
Condensed Consolidated Statement of Cash Flows
| Euro thousands | June 30, 2017 | June 30, 2016 | |
|---|---|---|---|
| EBIT | 29,912 | 24,562 | |
| Adjustments for non-cash and other items: | 12,434 | 7,351 | |
| Amortisation & Depreciation | Note 1 - 2 | 8,870 | 6,504 |
| Write-down and Recovery in Value | Note 1 - 2 | 32 | 8 |
| Doubtful Debt Provision | Note 9 | 174 | 149 |
| Cost for Staff Living Indemnities | 1,875 | - | |
| Exch. effect on Assets and Liabilities in Foreign Curr. of Commercial Transactions | Note 24 | 1,532 | 704 |
| Gain/Losses of non-current assets Disposals | Note 21 - 24 | (50) | (14) |
| Integrations for: | (8,855) | 3,913 | |
| Income Taxes Paid | Note 7 - 18 | (4,850) | (3,262) |
| Unrealised Exchange Rate Differences on Assets and Liabilities in Foreign Currencies | Note 28 - 29 | (1,705) | 1,963 |
| Realised Exchange Rate Differences on Assets and Liabilities in Foreign Currencies | Note 28 - 29 | (2,300) | (2,614) |
| Cash Flow from Operating Activities Before Changes in NWC | 33,491 | 28,000 | |
| Changes in Net Working Capital: | (84,529) | (66,366) | |
| Change in Inventories | Note 8 | (19,048) | (19,215) |
| Change in Trade and Other Receivables | Note 9 | (71,799) | (62,000) |
| Change in Trade and Other Payables | Note 19 | 6,648 | 15,323 |
| Change in Other Assets/Liabilities | Note 15 - 16 - 6 | 713 | (1,194) |
| Change in Post-Employment and Employee Benefits | Note 14 | (1,043) | 719 |
| Cash Flow from Operating Activities | (51,039) | (38,366) | |
| Total Investment/Divestment in Intangible Assets | Note 1 | (329) | (301) |
| Total Investment/Divestment in Property, Plant and Equipment | Note 2 | (8,116) | (3,960) |
| Total Investment/Divestment of Investments measured at Equity, net of Income/Expense & | |||
| Adjustments (Uniwrite Pens and Plastics Pvt Ltd) | (65) | - | |
| Totale Investimenti/Disinvestimenti in Partecipazioni valutate al Costo | Note 5 | 985 | - |
| Total Investment/Divestment in Other Financial Assets | Note 3 | 303 | (585) |
| Acquisition of investment in Daler & Rowney Lukas Group | - | (16,875) | |
| Acquisition of investment in Pioneer Stationary Pvt Ltd | - | (13) | |
| Interest Received | 44 | 110 | |
| Cash Flow used in Investing Activities | (7,178) | (21,623) | |
| Total Change in Equity | Note 12 | (3,838) | (4,277) |
| Interest paid | Note 29 | (4,441) | (2,357) |
| Total Increase/Decrease Loans and Other Financial Liabilities | Note 13 | 14,602 | 128,718 |
| Cash Flow used in Financing Activities | 6,323 | 122,083 | |
| Translation difference | Note 12 | (8,423) | (11,984) |
| Other non-cash equity changes | 13,450 | 11,469 | |
| NET CASH FLOW IN THE YEAR | (46,867) | 61,579 | |
| Cash and Cash Equivalents net of Bank Overdrafts at beginning of the period | 53,973 | 17,542 | |
| Cash and Cash Equivalents net of Bank Overdrafts at beginning of the period (change in | |||
| consolidation scope) | (39) | (87,227) | |
| Cash and Cash Equivalents net of Bank Overdrafts at end of the year | 7,067 | (8,105) |
1. Cash and cash equivalents at June 2017 totalled Euro 29,608 thousand; current account overdrafts amounted to Euro 22,541 thousand net of relative interest.
2. Cash and cash equivalents at June 2016 totalled Euro 15,626 thousand; current account overdrafts amounted to Euro 23,731 thousand net of relative interest.
3. The cash flows are presented using the indirect method. In order to provide a more complete and accurate presentation of the individual cash flows, the effects from non-cash operations were eliminated (including the conversion of statement of financial position items in currencies other than the Euro), where significant. These effects were aggregated and included in the account "Other non-cash changes".
| Euro thousands | June 2017 | December 2016 |
|---|---|---|
| Opening Cash and Cash Equivalents | 53,973 | 17,542 |
| Cash and cash equivalents Bank overdrafts |
59,519 (5,546) |
30,683 (13,141) |
| Closing Cash and Cash Equivalents | 7,067 | 53,973 |
| Cash and cash equivalents Bank overdrafts |
29,608 (22,541) |
59,519 (5,546) |
Condensed statement of financial position with indication of transactions with related parties pursuant to CONSOB resolution No. 15519 of July 27, 2006
| Euro thousands | June 30, 2017 | of which: Related Parties |
December 31, 2016 | of which: Related Parties |
|
|---|---|---|---|---|---|
| Assets | 727,700 | - | 680,501 | 12 | |
| Non-Current Assets | 315,321 | - | 324,614 | 12 | |
| Intangible Assets | Note 1 | 211,930 | 218,440 | ||
| Property, Plant and Equipment | Note 2 | 81,837 | 81,321 | 12 | |
| Non-Current Financial Assets | Note 3 | 3,912 | 3,709 | ||
| Investments Measured at Equity | Note 4 | 637 | 271 | ||
| Investments Measured at Cost | Note 5 | 31 | 31 | ||
| Deferred Tax Assets | Note 6 | 16,974 | 20,842 | ||
| Current Assets | 412,379 | - | 355,887 | - | |
| Current Tax Receivables | Note 3 | 587 | 275 | ||
| Deferred Tax Assets | Note 7 | 7,599 | 5,105 | ||
| Inventories | Note 8 | 191,179 | 177,406 | ||
| Trade and Other Receivables | Note 9 | 183,406 | 113,582 | ||
| Cash and Cash Equivalents | Note 10 | 29,608 | 59,519 | ||
| Liabilities and Equity | 727,700 | 1,230 | 680,501 | 802 | |
| Equity | Note 12 | 244,810 | - | 238,970 | - |
| Share Capital | 37,171 | 37,171 | |||
| Reserves | 30,977 | 35,550 | |||
| Retained Earnings | 138,049 | 120,767 | |||
| Net Profit for the period | 14,038 | 20,993 | |||
| Group Equity | 220,235 | 214,481 | |||
| Non-Control. Int. Equity | 24,575 | 24,489 | |||
| Non-Current Liabilities | 236,210 | - | 250,152 | - | |
| Non-Current Financial Liabilities | Note 13 | 182,201 | 190,052 | ||
| Employee Benefits | Note 14 | 10,293 | 11,343 | ||
| Provisions for Risks and Charges | Note 15 | 1,667 | 1,618 | ||
| Deferred Tax Liabilities | Note 16 | 41,949 | 47,034 | ||
| Other Payables | Note 19 | 100 | 105 | ||
| Current Liabilities | 246,680 | 1,230 | 191,379 | 802 | |
| Current Financial Liabilities | Note 13 | 133,583 | 93,534 | ||
| Provisions for Risks and Charges | Note 15 | 3,483 | 2,449 | ||
| Current Tax Payables | Note 18 | 10,972 | 4,951 | ||
| Trade and Other Payables | Note 19 | 98,642 | 1,230 | 90,445 | 802 |
Statement of comprehensive income with indication of transactions with related parties pursuant to CONSOB resolution No. 15519 of July 27, 2006
| June 30, 2017 | of which: Related Parties |
of which: Non Recurring |
June 30, 2016 | of which: Related Parties |
of which: Non Recurring |
||
|---|---|---|---|---|---|---|---|
| Euro thousands | Charges | Charges | |||||
| Revenue from Sales and Service | Note 20 | 260,543 | 201,514 | ||||
| Other Revenue and Income | Note 21 | 11,977 | 4,765 | ||||
| Total Revenue | 272,520 | 206,279 | |||||
| Raw Materials, Ancillary, Consumables and Goods | Note 22 | (126,130) | (1,225) | (102,297) | (854) | ||
| Services and Rent, Leases and Similar Costs | Note 23 | (58,658) | (262) | (1,027) | (48,239) | (252) | (4,905) |
| Other Operating Costs | Note 24 | (13,245) | (243) | (5,692) | (426) | ||
| Change in Raw Materials, Semi-Finished, Work-in-progress & Finished Prod. | Note 22 | 20,187 | 18,526 | ||||
| Labour Costs | Note 25 | (55,686) | (3,588) | (37,355) | (19) | ||
| Amortisation & Depreciation | Note 26 | (8,870) | (6,504) | ||||
| Write-downs | Note 27 | (206) | (156) | ||||
| Total Operating Costs | (242,608) | (181,717) | |||||
| EBIT | 29,912 | 24,562 | |||||
| Financial Income | Note 28 | 1,838 | 990 | 1,983 | 810 | ||
| Financial Expense | Note 29 | (9,413) | (3,965) | (528) | |||
| Income/Expense from Investments at Equity | Note 31 | (5) | - | ||||
| Net financial expense | (7,580) | (1,982) | |||||
| Pre-Tax Profit/(loss) | 22,332 | 22,580 | |||||
| Income Taxes | (8,378) | 292 | (7,976) | 1,127 | |||
| Deferred Tax Income and expense | 790 | (662) | |||||
| Total Income Taxes Expenses | Note 32 | (7,588) | (8,638) | ||||
| Net Profit/(loss) for the year - Continuing Operations | 14,744 | 13,942 | |||||
| Net Profit for the year- Discontinued Operations | - | - | |||||
| Net Profit/(loss) for the period | 14,744 | 13,942 | |||||
| Attributable to: | |||||||
| Profit attributable to non-controlling interests | 706 | 734 | |||||
| Profit/(loss) attributable to shareholders of the parent | 14,038 | 13,208 | |||||
| Other Comprehensive Income Items which may be reclassified subsequently in the Profit or Loss account |
(7,564) | (11,983) | |||||
| Translation Difference recorded in Equity | (8,423) | (11,983) | |||||
| Adjustment Fair value of Hedges | 859 | - | |||||
| Other Comprehensive Income Items which may not be reclassified subsequently in the Profit or Loss account |
746 | (1,179) | |||||
| Actuarial Gains/(Losses) for Employee Benefits recorded directly to Equity | 1,016 | (1,404) | |||||
| Income Taxes on income and charges recorded directly to Equity | (270) | 225 | |||||
| Other Comprehensive Income Items (net of tax effect) | (6,818) | (13,162) | |||||
| Total Comprehensive Income | 7,926 | 780 | |||||
| Attributable to: | |||||||
| Profit attributable to non-controlling interests | 101 | (178) | |||||
| Profit/(loss) attributable to shareholders of the parent | 7,825 | 958 | |||||
| Earnings per share: basic diluted |
0.34 0.33 |
0.32 0.32 |
Notes to the Consolidated Financial Statements of the F.I.L.A. Group
Introduction
The F.I.L.A. Group operates in the creativity tools market, producing colouring, design, modelling, writing and painting objects, such as pencils, crayons, modelling clay, chalk, oil colours, acrylics, watercolours, paints and paper for the fine arts, school and leisure.
The Parent F.I.L.A. S.p.A., Fabbrica Italiana Lapis ed Affini (hereafter "the Company") is a limited liability company with registered office in Pero (Italy), Via XXV April, 5. The ordinary shares of the Company were admitted for trading on the MTA, STAR Segment, organised and managed by Borsa Italiana S.p.A. from November 12, 2015.
The Condensed Consolidated 2017 Half-Year Financial Statements of the F.I.L.A. Group were prepared in accordance with IAS 34 Interim Reporting, as established also by Article 154-ter of the Consolidated Finance Act (Legislative Decree No. 58/1998) and should be read together with the F.I.L.A. Group 2016 Annual Consolidated Financial Statements. Although not presenting all the information required for complete financial statement disclosure, specific explanatory notes are included outlining the events and transactions central to understanding the changes to the statement of financial position and the F.I.L.A. Group's performance since the last financial statements.
These condensed consolidated half-year financial statements are presented in Euro, as the functional currency in which the Group operates and comprise the Condensed Statement of Financial Position, in which assets and liabilities are classified under current and non-current, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity, the Notes and are accompanied by the Directors' Report.
All amounts reported in the Statement of Financial Position, the Condensed Statement of Comprehensive Income, the Condensed Consolidated Statement of Cash Flows, the Statement of Changes in Equity and in the Notes are expressed in thousands of Euro, except where otherwise stated.
With reference to Consob Resolution No. 15519 of July 27, 2006 in relation to the format of the financial statements, significant transactions with related parties and non-recurring items are indicated separately.
Accounting standards and measurement criteria
These Condensed Consolidated Half-Year Financial Statements were prepared according to the same accounting standards used for the preparation of the F.I.L.A. Group 2016 Consolidated Annual Financial Statements.
Accounting standards, amendments and interpretations approved by the EU and applicable from January 1, 2017
IFRS 15 Revenue from Contracts with Customers
The standard, issued by the IASB in May 2014, amended in April 2016 and approved by the European Commission in September 2016, introduces a framework which establishes whether, when and to what extent revenue will be recognised. IFRS 15 is applied from periods beginning January 1, 2018 or subsequently (date modified through amendment of September 2015, postponing the application date by one year from January 1, 2017) and permits advanced application. On first application, IFRS 15 must be applied retroactively. A number of simplifications are however permitted ("practical expedients"), in addition to an alternative approach ("cumulative effect approach") which avoids the restatement of periods presented for comparative disclosure; in this latter case, the effects from the application of the new standard must be recognised to the initial equity of the period of first application of IFRS 15. With the amendment of April 2016, the IASB clarified a number of provisions and at the same time additional simplifications, in order to reduce costs and the complexity for those applying the new standard for the first time.
The F.I.L.A. Group is assessing the potential effects from application of IFRS 15 on the consolidated financial statements.
IFRS 9 – Financial instruments
The standard, issued by the IASB in July 2014 approved by the European Commission in November 2016, replaces IAS 39 – Financial Instruments: Recognition and Measurement. IFRS 9 introduces new provisions for the classification and measurement of financial instruments, including a new model for expected losses from impairments on financial assets, and new general provisions for hedging operations. In addition, the standard includes provisions for the recognition and accounting elimination of financial instruments in line with the current IAS 39. The new standard is applicable from January 1, 2018 and advance adoption is permitted. IFRS 9 indicates as a general rule that application should take place prospectively, although a number of exceptions are permitted.
The F.I.L.A. Group is assessing the potential effects from application of IFRS 9 on the consolidated financial statements.
Accounting standards, amendments and interpretations not yet approved by the EU and applicable from January 1, 2017
IFRS 14 Regulatory Deferral Accounts
IFRS 14, issued by the IASB in January 2014 permits only those adopting IFRS for the first time to continue to recognise amounts concerning Rate Regulation Activities according to the previous accounting standards adopted. In order to improve comparability with entities which already apply IFRS and who do not recognise these amounts, the standard requires that amounts recognised for rate regulation be presented separately from the other accounts. Currently the approval process by the European Union is suspended.
Amendment to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures
The standard issued by the IASB in September 2014 includes amendments which eliminate an inconsistency in the treatment of the sale or conferment of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a profit or loss is fully recognised when the transaction refers to a business. The IASB, with a further amendment in December 2015, cancelled the previous first application date planned for January 1, 2016 to be determined at a future date.
IFRS 16 – Leases
The standard, published by the IASB in January 2016, proposes substantial changes to the accounting treatment of leasing agreements in the lessee's financial statements, which must recognise the assets and liabilities deriving from contracts, without distinction between operating and financial leases, in the statement of financial position. The new standard provides a new definition of leases and introduces a criterion based on control (right of use) of an asset to distinguish leasing contracts from service contracts, identifying essential differences: the identification of the asset, the right of replacement of the asset, the right to obtain substantially all the economic benefits from the use of the asset and the right to use the asset underlying the contract.
The IASB expects that the standard will be applied for years commencing from January 1, 2019. Advance application is permitted for entities applying IFRS 15 Revenue from Contracts with Customers.
Amendment to IAS 12 - Recognition of deferred tax assets for unrealised losses
The amendment issued by the IASB in January 2016 clarifies the recognition of deferred tax assets on
2017 Half-Year Report
debt instruments measured at fair value. The amendments are effective from January 1, 2017, although advance application is permitted.
Amendment to IAS 7 - Statement of Cash Flows: Disclosure Initiative
The amendment provides clarifications to improve disclosure on financial liabilities. In particular, an entity should provide disclosure which enables the reader of the financial statements to understand the changes to liabilities (and any related assets) recorded to the statement of financial position, whose cash flows are or in the future will be recognised to the statement of cash flows as cash flows from financing activities. The amendments are effective from January 1, 2017, although advance application is permitted. The presentation of comparative disclosure relating to preceding periods is not required.
Amendment to IFRS 2 - Classification and Measurement of Share-based Payment Transactions
In June 2016, the IASB published the amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions, which clarify the recognition of some types of share-based payment transactions. These changes will be applied from January 1, 2018. Earlier application is, however, permitted.
Amendment to IFRS 4 "Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts"
In September 2016, the IASB published "Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts". The amendments clarify the considerations deriving from application of the new IFRS 9, before the replacement by the IASB of the current IFRS 4 with the new standard currently under discussion.
Improvements to IFRS: 2014-2016 Cycle
In December 2016, the IASB published the "Annual Improvements to IFRS Standards: 2014-2016 Cycle" document. The principal changes relate to:
IFRS 1 First-time adoption of International Financial Reporting Standards - The amendments eliminate some exemptions within IFRS 1, as the benefit from these exemptions are no longer applicable. The amendments apply from January 1, 2018.
IFRS 12 - Disclosure of interests in other entities - The amendment clarifies the scope of application of IFRS 12, specifying that the disclosure required by the standard applies also to investments which are classified as held-for-sale, held-for-distribution to shareholders or as discontinued operations as per IFRS 5. The amendment standardises the disclosure required by IFRS 5 and IFRS 12. The amendments apply from January 1, 2017.
IAS 28 - Investments in associates and joint ventures - The amendment clarifies that the option for risk capital investment companies or other similar companies to measure investments in associates and joint ventures valued at fair value through profit or loss (rather than through application of the equity method) is applied for each individual investment on initial recognition. The amendments apply from January 1, 2018.
IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration
In December 2016, the IASB published "IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration" in order to provide indications on how an entity should determine the date of a transaction, and consequently, the exchange rate to be utilised concerning operations in foreign currencies concerning payments made or received in advance.
The amendments apply from January 1, 2018.
Amendments to IAS 40 Investment Property: Transfers to Investment Properties
In December 2016, the IASB published the document "Amendments to IAS 40 Transfer of Investment Property". These amendments clarify the transfers of an asset to, or from, investment property.
Based on these amendments, an entity must reclassify an asset to, or from, investment property only when the asset complies with or ceases to comply with the definition of "investment property" and there has been a clear change in the utilisation of the asset. This change must be attributable to a specific event and shall not, therefore, be limited to only a change in intention by management of the entity.
The amendments apply from January 1, 2018, although early application is permitted only where the amounts may be estimated.
IFRS 17 Insurance Contracts
In May 2017, the IASB published IFRS 17 Insurance Contracts which replaces IFRS 4, issued in 2014. The standard has the objective to improve investors' understanding of the exposure to risk, earnings and the financial position of insurers, requiring that all insurance contracts are recorded on a uniform basis, overcoming the problems created within IFRS 4.
The standard is applicable from January 1, 2021, however, advance application is permitted.
IFRIC 23 – Uncertainty over income tax treatments
In June 2017, the IASB published interpretation IFRIC 23 – Uncertainty over Income Tax Treatments.
The interpretation clarifies the application of the requirements for recognition and measurement established in IAS 12 Income Taxes when uncertainties exist on tax treatment. The amendments apply from January 1, 2019.
Exchange rates adopted for conversion
The exchange rates utilised for the translation of local currencies into Euro are illustrated below:
| EXCHANGE RATES | ||||||
|---|---|---|---|---|---|---|
| Average Exchange Rate June 30, 2017 |
Closing Exchange Rate June 30, 2017 |
|||||
| Argentinean Peso | 16.998 | 18.885 | ||||
| Canadian Dollar | 1.444 | 1.479 | ||||
| Chilean Peso | 714.131 | 758.214 | ||||
| Renminbi Yuan | 7.442 | 7.739 | ||||
| Euro | 1.000 | 1.000 | ||||
| Pound | 0.860 | 0.879 | ||||
| Mexican Peso | 21.028 | 20.584 | ||||
| US Dollar | 1.083 | 1.141 | ||||
| Indonesian Rupiah | 14,426.700 | 15,209.340 | ||||
| Swedish Krona | 9.595 | 9.640 | ||||
| Singapore Dollar | 1.520 | 1.571 | ||||
| Turkish Lira | 3.938 | 4.013 | ||||
| Brazilian Real | 3.439 | 3.760 | ||||
| Indian Rupee | 71.124 | 73.745 | ||||
| Russian Ruble | 62.735 | 67.545 | ||||
| South Africa Rand | 14.310 | 14.920 | ||||
| Polish Zloty | 4.268 | 4.226 | ||||
| Dominican Peso | 51.085 | 54.170 | ||||
| Australian Dollar | 1.436 | 1.485 | ||||
| Swiss Franc | 1.076 | 1.093 | ||||
| Source: Bank of Italy |
Note 1 - Intangible assets
Intangible assets at June 30, 2017 amount to Euro 211,930 thousand (Euro 218,440 thousand at December 31, 2016) and are comprised for Euro 77,452 thousand of indefinite intangible assets – goodwill ("Note 1.B - Intangible Assets with indefinite useful lives) and for Euro 134,478 thousand definite intangible assets ("Note 1.D – Intangible Assets with definite useful lives").
| Note 1.A - INTANGIBLE ASSETS | ||||||
|---|---|---|---|---|---|---|
| Euro thousands | Goodwill | Industrial Patents & Intellectual Property Rights |
Concessions, Licenses, Trademarks & Similar Rights |
Other Intangible Assets |
Construction in Progress |
Total |
| Change in Historical Cost | ||||||
| December 31, 2016 | 77,865 | 190 | 111,902 | 50,349 | 365 | 240,671 |
| Increases in the year Increases (Investments) |
- - |
- - |
36 36 |
73 73 |
220 220 |
329 329 |
| Decreases in the year Decrease in Translation Differences Other Decrease |
(413) (282) (131) |
- - - |
(2,046) (2,046) - |
(1,254) (1,253) (1) |
- - - |
(3,713) (3,581) (132) |
| June 30, 2017 | 77,452 | 190 | 109,892 | 49,168 | 585 | 237,287 |
| Change in Amortisation | ||||||
| December 31, 2016 | - | (136) | (16,492) | (5,603) | - | (22,231) |
| Increases in the year Amortisation in Year |
- - |
(6) (6) |
(2,167) (2,167) |
(1,232) (1,232) |
- - |
(3,405) (3,405) |
| Decreases in the year Decrease in Translation Differences |
- - |
- - |
163 163 |
116 116 |
- - |
279 279 |
| June 30, 2017 | - | (142) | (18,496) | (6,719) | - | (25,357) |
| Carrying amount at December 31, 2016 | 77,865 | 54 | 95,410 | 44,746 | 365 | 218,440 |
| Carrying amount at June 30, 2017 | 77,452 | 48 | 91,396 | 42,449 | 585 | 211,930 |
| Change | (413) | (6) | (4,014) | (2,297) | 220 | (6,510) |
The net carrying amount of intangible assets at June 30, 2017 decreased by Euro 6,510 thousand mainly due to the amortisation for the period (Euro 3,405 thousand) and exchange rate losses (Euro 3,302 thousand).
"Intangible assets with indefinite useful lives" comprise entirely of goodwill for a total amount of Euro 77,452 thousand (Euro 77,865 thousand at December 31, 2016). The decrease compared to the previous year was Euro 413 thousand is mainly due to exchange rate losses.
Goodwill is not amortised but subject to an impairment test at least annually and whenever facts or circumstances arise which indicate a loss in value.
test.
In accordance with the provisions of IAS 36, the goodwill is allocated to the various cash generating units (CGU's) and at least on an annual basis subject to recoverability analysis through an impairment
The goodwill allocated to the CGU's is reported below:
| NOTE 1.B GOODWILL BY CASH GENERATING UNIT | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | December 31, 2016 | Change | Translation differences |
Increases for Changes in Consolidation Scope |
||||
| DOMS Industries Pvt Ltd | 33,287 | 33,291 | (4) | (4) | - | ||||
| Canson Group (4) | 30,566 | 30,566 | - | - | - | ||||
| Daler-Rowney Lukas Group (5) | 3,520 | 3,520 | - | - | - | ||||
| Dixon Group - Nord America(2) | 2,150 | 2,264 | (114) | (114) | - | ||||
| Dixon Group - Central/South America(1) | 1,911 | 2,075 | (164) | (164) | - | ||||
| Industria Maimeri S.p.A. (Italy) | 1,695 | 1,695 | - | - | - | ||||
| Omyacolor S.A. (France) | 1,611 | 1,611 | - | - | - | ||||
| St. Cuthberts Holding(6) | 1,323 | 1,323 | - | - | - | ||||
| Lyra Group (3) | 1,217 | 1,217 | - | - | - | ||||
| Pioneer Stationery PVT Ltd | - | 131 | (131) | - | (131) | ||||
| FILA SA (South Africa) | 101 | 101 | - | - | - | ||||
| Licyn Mercantil Industrial Ltda (Brasil) | 71 | 71 | - | - | - | ||||
| Totale | 77,452 | 77,865 | (413) | (282) | (131) |
(1) - F.I.L.A. Group-Dixon, S.A. de C.V. (Mexico); F.I.L.A. Chile Ltda (Chile); FILA Argentina S.A. (Argentina).
(2) - Dixon Ticonderoga Company (U.S.A.); Dixon Ticonderoga Inc. (Canada).
(3) - Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG (Germany); FILA Nordic AB (Sweden); PT. Lyra Akrelux (Indonesia).
(4) - Canson SAS (France); Lodi 12 SAS (France); Eurholdam USA Inc. (U.S.A.), Canson Inc. (U.S.A.); Canson Brasil I.P.E. LTDA (Brazil); Canson Australia PTY LTD (Australia); Canson Qingdao Ltd.(China); Canson Italy (Italy).
(5) - Renoir Topco Ltd (United Kingdom); Renoir Midco Ltd (United Kingdom); Renoir Bidco Ltd (United Kingdom); Daler Rowney Group Ltd (United Kingdom); FILA Benelux SA (Belgium); Daler Rowney Ltd (United Kingdom); Longbeach Arts Ltd (United Kingdom); Daler Board Company Ltd (United Kingdom); Daler Holdings Ltd (United Kingdom); Daler Designs Ltd (United Kingdom); Daler Rowney GmbH (Germany); Lukas-Nerchau GmbH (Germany); Nerchauer Malfarben GmbH (Germany); Lastmill Ltd (United Kingdom); Rowney & Company
(6) - St. Cuthberts Holding (United Kingdom); St. Cuthberts Mill (United Kingdom) Pencils Ltd (United Kingdom); Rowney (Artists Brushes) Ltd (United Kingdom); Daler Rowney USA Ltd (U.S.A.); Brideshore srl (Dominican Republic).
No potential impairments of goodwill were reported at June 30, 2017 due to the strong results recorded in the first half of the year and on the basis of the medium-term outlook. Therefore, no specific impairment test on the account was carried out on the preparation of the condensed consolidated half-year financial statements.
The movements at June 30, 2017 of "Intangible Assets with Definite Useful Lives" are reported below.
| Note 1.D - INTANGIBLE ASSETS WITH FINITE USEFUL LIVES | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | Industrial Patents & Intellectual Property Rights |
Concessions, Licenses, Trademarks & Similar Rights |
Other Intangible Assets |
Construxtion in Progress |
Total | ||
| Change in Historical Cost | |||||||
| December 31, 2016 | 190 | 111,902 | 50,349 | 365 | 162,806 | ||
| Increases in the year Increases (Investments) |
- - |
36 36 |
73 73 |
220 220 |
329 329 |
||
| Decreases in the year Decrease Translation Differences Other Decrease |
- - - |
(2,046) (2,046) - |
(1,254) (1,253) (1) |
- - - |
(3,300) (3,299) (1) |
||
| June 30, 2017 | 190 | 109,892 | 49,168 | 585 | 159,835 | ||
| Change in Amortisation | |||||||
| December 31, 2016 | (136) | (16,492) | (5,603) | - | (22,231) | ||
| Increases in the year Amortisation in Year |
(6) (6) |
(2,167) (2,167) |
(1,232) (1,232) |
(3,405) (3,405) |
|||
| Decreases in the year Decrease in Translation Differences |
- - |
163 163 |
116 116 |
279 279 |
|||
| June 30, 2017 | (142) | (18,496) | (6,719) | - | (25,356) | ||
| Carrying amount at December 31, 2016 | 54 | 95,410 | 44,746 | 365 | 140,575 | ||
| Carrying amount at June 30, 2017 | 48 | 91,396 | 42,449 | 585 | 134,478 | ||
| Change | (6) | (4,014) | (2,297) | 220 | (6,097) |
"Industrial Patents and Intellectual Property Rights" amount to Euro 48 thousand at June 30, 2017 (Euro 54 thousand at December 31, 2016).
The average residual useful life of the "Industrial Patents and Intellectual Property Rights", recorded in the financial statements at June 30, 2017, is six years.
"Concessions, Licences, Trademarks and Similar Rights" amount to Euro 91,396 thousand at June 30, 2017 (Euro 95,410 thousand at December 31, 2016).
The net carrying amount reduced by Euro 4,014 thousand, principally due to amortisation (Euro 2,167 thousand) and negative exchange rate effects of Euro 1,883 thousand; A significant amount of the amortisation relates to the "Business combinations" undertaken in 2016 and relating to the brands held by the English Group Daler Rowney-Lukas (Euro 40,223 thousand) and by the Canson Group (Euro 32,400 thousand).
The other historic trademarks subject to amortisation refer principally to "Lapimex" held by F.I.L.A.- Dixon, S.A. de C.V. (Mexico) and the brands "Lyra" held by Lyra KG (Germany) and "DOMS" held by Writefine Products Private Limited (India).
The average useful life of the "Concessions, Licenses, Trademarks and Similar Rights", recorded in the financial statements at June 30, 2017, is 30 years.
"Other Intangible Assets" amount to Euro 42,449 thousand at June 30, 2017 (Euro 44,746 thousand at December 31, 2016). The account records a decrease by Euro 2,297 thousand compared to the previous year, also mainly due to the amortisation of intangible assets (Euro 1,232 thousand) and exchange rate losses of Euro 1,137 thousand. The amortisation concerns in particular the value of the "Development Technology" recorded by the companies of the Daler-Rowney Lukas Group (Euro 30,532 thousand), the Canson Group (Euro 1,500 thousand) and St. Cuthberts (Euro 2,462 thousand), identified as strategic assets through the "Purchase Price Allocation" within the business combinations undertaken in 2016.
The average useful life of "Other Intangible Assets", recorded to the financial statements at June 30, 2017, is 13 years.
Assets in progress totalled Euro 585 thousand, entirely concerning F.I.L.A. S.p.A. and investments for the installation of the new ERP system.
In the first half of 2017, the F.I.L.A. Group did not generate any intangible assets internally. There are no intangible assets subject to restrictions.
Note 2 - Property, plant and equipment
At June 30, 2017, "Property, Plant and Equipment" amounted to Euro 81,837 thousand (Euro 81,321 thousand at December 31, 2016).
The movements in the year are shown below:
| Note 2.A - PROPERTY, PLANT AND EQUIPMENT | ||||||||
|---|---|---|---|---|---|---|---|---|
| Euro thousands | Land | Buildings | Plant and Machinery |
Industrial & Commercial Equipment |
Other Assets | Construction in Progress |
Total | |
| Change in Historical Cost | ||||||||
| December 31, 2016 | 13,466 | 53,396 | 97,641 | 18,947 | 11,525 | 2,841 | 197,816 | |
| Increases in the year | - | 536 | 5,696 | 476 | 462 | 1,078 | 8,248 | |
| Increases (Investments) | - | 533 | 4,306 | 411 | 440 | 2,558 | 8,248 | |
| Capitalisation from Assets in Progress | - | 3 | 1,390 | 65 | 22 | (1,480) | - | |
| Decreases in the year | (218) | (736) | (2,600) | (490) | (643) | (230) | (4,917) | |
| Decreases (Divestments) | - | (3) | (779) | (78) | (104) | - | (964) | |
| Write-downs | - | - | (23) | - | (9) | - | (32) | |
| Decrease Translation Differences | (218) | (196) | (1,370) | (412) | (471) | (90) | (2,757) | |
| Other Decrease | - | (537) | (428) | - | (59) | (140) | (1,164) | |
| June 30, 2017 | 13,248 | 53,196 | 100,737 | 18,933 | 11,344 | 3,689 | 201,147 | |
| Change in Depreciation | ||||||||
| December 31, 2016 | (28,542) | (62,067) | (17,015) | (8,870) | (116,495) | |||
| Increases in the year | (901) | (3,587) | (342) | (635) | (5,465) | |||
| Depreciation in Year | (901) | (3,587) | (342) | (635) | (5,465) | |||
| Decreases in the year | 116 | 1,646 | 389 | 499 | 2,650 | |||
| Decreases (Divestments) | 2 | 770 | 54 | 56 | 882 | |||
| Decrease in Translation Differences | 48 | 770 | 335 | 394 | 1,547 | |||
| Other Decrease | 66 | 106 | - | 49 | 221 | |||
| June 30, 2017 | (29,327) | (64,008) | (16,968) | (9,006) | (119,310) | |||
| Carrying amount at December 31, 2016 | 13,466 | 24,854 | 35,574 | 1,932 | 2,655 | 2,841 | 81,321 | |
| Carrying amount at June 30, 2017 | 13,248 | 23,869 | 36,729 | 1,965 | 2,338 | 3,689 | 81,837 | |
| Change | (218) | (985) | 1,155 | 33 | (317) | 848 | 516 |
"Land" at June 30, 2017 amounts to Euro 13,248 thousand (Euro 13,466 thousand at December 31, 2016) and includes the land relating to the buildings and production facilities owned by the company F.I.L.A. S.p.A. (Rufina Scopeti – Italy), by the subsidiary Lyra KG (Germany), by DOMS Industries Pvt Ltd (India), Daler Rowney Ltd (UK) and by Canson SAS (France).
"Buildings" at June 30, 2017 amount to Euro 23,869 thousand (Euro 24,854 thousand at December 31, 2016) and principally concern the buildings of the Group production facilities (particularly those in Italy, Mexico, Germany, France, India and the United Kingdom). The account decreased by Euro 985 thousand compared to December 31, 2016, mainly due to depreciation on buildings (Euro 901 thousand). Group capital investments amount to Euro 533 thousand and mainly refer to DOMS Industries PVT Ltd (Euro 148 thousand relating to the upgrading of the production facilities at Jammu) and Daler Rowney Ltd (Euro 260 thousand relating to the construction of the new warehouse).
"Plant and Machinery" amounted to Euro 36,729 thousand (Euro 35,574 thousand at December 31, 2016). The account increased Euro 1,155 thousand compared to the previous year, mainly due to investments made by the companies of the Group offset by the depreciation of assets in the period (Euro 3,587 thousand) and exchange rate losses (Euro 600 thousand). Capital investments amounted to Euro 4,306 thousand and concerned in particular: DOMS Industries Pvt Ltd (Euro 993 thousand relating to the upgrading of the production plant in the "Art Division"), F.I.L.A. S.p.A. (Euro 426 thousand), Daler Rowney Ltd (Euro 1,543 thousand) and Canson SAS (Euro 838 thousand), this latter concerning the construction and equipping of new warehouses. The total Historical Cost of "Plant and Equipment" also includes Euro 1,390 thousand transferred from "Assets in progress", mainly concerning F.I.L.A. S.p.A. (Euro 886 thousand).
"Industrial and Commercial Equipment" amounted to Euro 1,965 thousand at June 30, 2017 (Euro 1,932 thousand at December 31, 2016). The account increased by Euro 33 thousand and is mainly due to acquisitions for Euro 411 thousand (Investments for Euro 411 thousand and assets in progress for Euro 65 thousand) offset by depreciation for the period of Euro 342 thousand and negative exchange differences of Euro 77 thousand. Investments in Industrial and Commercial Equipment principally relate to the acquisition of new production moulds and technological upgrades to existing plant.
"Other Assets" amount to Euro 2,338 thousand at June 30, 2017 (Euro 2,655 thousand at December 31, 2016) and include furniture and office equipment, EDP and motor vehicles. The account decreased by Euro 317 thousand, mainly due to depreciation of assets in the period (Euro 635 thousand) and negative exchange differences for Euro 77 thousand, only in part offset by investments of Euro 440 thousand and capitalisation of "Assets in progress" amounting to Euro 22 thousand.
"Assets in Progress" include internal constructions undertaken by the individual companies of the Group which are not yet operational. The increase in the carrying amount at June 30, 2017 amounts to Euro 848 thousand.
There is no property, plant and equipment subject to restrictions.
Note 3 – Financial Assets
"Financial Assets" amount to Euro 4,499 thousand at June 30, 2017 (Euro 3,984 thousand at December 31, 2016).
| Note 3.A - FINANCIAL ASSETS | ||||||
|---|---|---|---|---|---|---|
| Euro thousands | Loans and Receivables |
Derivative Financial Instruments |
Other Financial Assets |
Total | ||
| December 31, 2016 | 355 | 462 | 3,167 | 3,984 | ||
| non-current portion current portion |
355 - |
462 - |
2,892 275 |
3,709 275 |
||
| June 30, 2017 | 355 | 1,321 | 2,823 | 4,499 | ||
| non-current portion current portion |
5 350 |
1,321 - |
2,586 237 |
3,912 587 |
||
| Change | - | 859 | (344) | 515 | ||
| non-current portion current portion |
(350) 350 |
859 - |
(306) (38) |
203 312 |
Loans and Receivables
These amount to Euro 355 thousand and concern the issue of a loan to third parties by F.I.L.A. S.p.A. for Euro 350 thousand and by Omyacolor SA for Euro 5 thousand.
Derivative Financial Instruments
Financial instruments presented in the consolidated financial statements at June 30, 2017 concern the fair value measurement of derivative hedging instruments related to the loan (hedged instrument) issued in favour of F.I.L.A. S.p.A. in 2016 for the acquisition of the Daler-Rowney Lukas Group, the Canson Group and St. Cuthberts Holding.
F.I.L.A. S.p.A., exposed to future cash flow fluctuations in relation to the interest rate indexing mechanism under the loan agreed, considered a hedge based on the payment of a fixed rate against the variable rate necessary. The financial instruments, qualifying as hedges and concerning Interest Rate Swaps, present characteristics in line with those of the hedged instrument, such as the same maturity and the same repayment plan broken down into quarterly instalments with interest in arrears, in addition to a variable interest rate indexed to the Euribor at 3 months.
The accounting treatment adopted for the hedging instruments, based on IAS 39, is based on hedge accounting and in particular that concerning "cash flow hedges" and involving the recognition of a financial asset or liability and an equity reserve.
As per IFRS 7, the Fair Values of the derivative instruments at June 30, 2017 and the characteristics of the hedge exercised on the underlying loan are outlined below:
| NOTE 17.A FINANCIAL INSTRUMENTS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in Euro | Intesa Sanpaolo S.p.A. |
Banca Nazionale del Lavoro S.p.A. |
Mediobanca Banca di Credito Finanziario |
UniCredit S.p.A. | ||||||
| IRS Date agreed |
Loan | % Hedge |
Fixed Rate |
Variable Rate |
Notional | Notional | S.p.A. Notional |
Notional | Total | |
| IRS 1 09/06/2016 | Facility A1 | 50% | 0.06% | -0.302% | 12,444,250 | 7,466,550 | 14,933,100 | 14,933,100 | 49,777,000 | |
| IRS 2 08/07/2016 | Facility A1 | 50% | -0.08% | -0.281% | 12,444,250 | 7,466,550 | 14,933,100 | 14,933,100 | 49,777,000 | |
| IRS 3 03/11/2016 | FacilityTLA2 | 50% | -0.035% | -0.308% | 1,263,870 | 758,322 | 1,516,644 | 1,516,644 | 5,055,480 | |
| IRS 4 28/10/2016 | FacilityTLA2 | 50% | 0.056% | -0.308% | 1,263,870 | 758,322 | 1,516,644 | 1,516,644 | 5,055,480 | |
| IRS 5 03/11/2016 | FacilityTLB1a_B1b | 50% | 0.10% | -0.308% | 10,237,500 | 6,142,500 | 12,285,000 | 12,285,000 | 40,950,000 | |
| IRS 7 28/10/2016 | FacilityTLB1a_B1b | 50% | 0.196% | -0.308% | 10,237,500 | 6,142,500 | 12,285,000 | 12,285,000 | 40,950,000 | |
| IRS 6 03/11/2016 | FacilityTLB2A | 50% | 0.10% | -0.336% | 856,250 | 513,750 | 1,027,500 | 1,027,500 | 3,425,000 | |
| IRS 8 28/10/2016 | FacilityTLB2A | 50% | 0.196% | -0.336% | 856,250 | 513,750 | 1,027,500 | 1,027,500 | 3,425,000 | |
| Total | 49,603,740 | 29,762,244 | 59,524,488 | 59,524,488 | 198,414,960 |
In addition, the timing of the projected cash flows from the derivative instruments is the same as that expected and reported for the loan underlying the hedge.
The amount reclassified to other comprehensive income during the period was Euro 859 thousand.
Reference should be made to Note 11 concerning the net financial position at June 30, 2017 of the F.I.L.A. Group.
Other financial assets
The non-current portion of "Other Financial Assets" totalled Euro 2,586 thousand (Euro 2,892 thousand at December 31, 2016), decreasing by Euro 306 thousand. They principally concern the deposits required for guarantee purposes on goods and service supply contracts of the various Group companies, including, in particular, Canson SAS (Euro 794 thousand), Writefine Products Private Limited (Euro 579 thousand) and F.I.L.A.-Dixon, S.A. de C.V. Group (Euro 317 thousand). In relation to the amount of Euro 662 thousand recorded by Dixon Ticonderoga Company (U.S.A.), the account concerns for an amount of Euro 647 thousand financial assets subject to indemnity plans to be paid to personnel.
The current portion of "Other Financial Assets" amounts to Euro 237 thousand (Euro 275 thousand at December 31, 2016), also concerning deposits on supply contracts maturing within 12 months.
The carrying amount of financial assets represents their "Fair Value" at the reporting date.
Note 4 - Investments Measured at Equity
| Note 4.A INVESTMENTS MEASURED AT EQUITY | ||||
|---|---|---|---|---|
| Euro thousands | Inv. in Associates | |||
| December 31, 2016 | 271 | |||
| Increases in the year | 371 | |||
| Increases (Investments) | 65 | |||
| Increase in Translation Differences | (13) | |||
| Other Increase | 319 | |||
| Decreases in the year | (5) | |||
| Movement in Investments at Equity | (5) | |||
| June 30, 2017 | 637 | |||
| Change | 366 |
The Investments measured at equity amount to Euro 637 thousand (Euro 271 thousand at December 31, 2016).
The increase in the period relates to the investments in associated companies held by DOMS Industries Pvt Ltd (India), consolidated under the Equity Method. At June 30, 2017, the "Carrying amount" of the investments was adjusted in line with the share of Equity held in the associated companies.
Note 5 - Investments Measured at Cost
The Investments measured at cost, amounting to Euro 31 thousand, relate to the shareholding in Maimeri S.p.A. by F.I.L.A. S.p.A. for Euro 28 thousand, corresponding to 1% of the share capital, and the quota held in the consortiums Conai, Energia Elettrica Zona Mugello and Energia Elettrica Milano by F.I.L.A. S.p.A. at June 30, 2017.
Note 6 – Deferred Tax Assets
"Deferred Tax Assets" amount to Euro 16,974 thousand at June 30, 2017 (Euro 20,842 thousand at December 31, 2016).
The movement of "Deferred Tax Assets" is illustrated in the table below with indication of the opening balance, changes during the year and the closing balance at June 30, 2017.
| Note 6.A - CHANGES IN DEFERRED TAX ASSETS | ||||
|---|---|---|---|---|
| Euro thousands | ||||
| December 31, 2016 | 20,842 | |||
| Provisions | 2,357 | |||
| Utilisations | (5,693) | |||
| Translation differences | (356) | |||
| Change in Equity | (163) | |||
| Other Decreases | (13) | |||
| June 30, 2017 | 16,974 | |||
| Change | (3,868) |
The account at June 30, 2017 mainly includes deferred tax assets calculated on "Intangible and Tangible Assets", "Personnel", "Risk and Charges Provisions not deductible", "ACE" and "Inventories".
The provisions for deferred tax assets mainly refer to the Parent, F.I.L.A. S.p.A., (Euro 5,227 thousand), to the subsidiary Dixon Ticonderoga Company (U.S.A., Euro 2,661 thousand) and Canson SAS (France, Euro 2,040 thousand).
Deferred tax assets recognised at the reporting date concerned the amounts of probable realisation on the basis of management estimates on future taxable profit.
Note 7 - Current Tax Receivables
At June 30, 2017, tax receivables relating to income taxes amounted overall to Euro 7,599 thousand (Euro 5,105 thousand at December 31, 2016) and refer principally to the parent F.I.L.A. S.p.A. for Euro 1,312 thousand, Dixon Ticonderoga Co. (U.S.A.) for Euro 2,418 thousand and DOMS Industries Pvt Ltd (India) for Euro 1,896 thousand.
Note 8 - Inventories
Inventories at June 30, 2017 amount to Euro 191,179 thousand (Euro 177,406 thousand at December 31, 2016).
| Note 8.A - INVENTORIES | ||||
|---|---|---|---|---|
| Euro thousands | Raw Materials, Ancillary and Consumables |
Work-in-progress and Semi-finished Products |
Finished Products and Goods |
Total |
| December 31, 2016 | 43,994 | 22,542 | 110,871 | 177,406 |
| June 30, 2017 | 44,712 | 24,818 | 121,649 | 191,179 |
| Change | 719 | 2,276 | 10,778 | 13,773 |
The account increased Euro 13,773 thousand, mainly due to the seasonality of the business and the procurement policies to support production planning and the demand for finished products. The increases were mainly within the North American subsidiaries.
Inventories are presented net of the inventory obsolescence provision relating to raw materials (Euro 1,730 thousand), work-in-progress (Euro 278 thousand) and finished products (Euro 4,065 thousand). The provisions refer to obsolete or slow moving materials for which it is not considered possible to recover their value through sale.
| Note 8.B- CHANGE IN INVENTORY OBSOLESCENCE PROVISION | |||||
|---|---|---|---|---|---|
| Euro thousands | Raw Materials, Ancillary and Consumables |
Work-in-progress and Semi-finished Products |
Finished Products and Goods |
Total | |
| December 31, 2016 | 2,086 | 396 | 4,714 | 7,195 | |
| Provisions | 160 | 58 | 683 | 901 | |
| Utilisations | (507) | (176) | (1,301) | (1,984) | |
| Release | - | - | (56) | (56) | |
| Translation differences | (9) | - | 25 | 16 | |
| June 30, 2017 | 1,730 | 278 | 4,065 | 6,072 | |
| Change | (356) | (118) | (649) | (1,123) |
The inventory obsolescence provision at June 30, 2017 reports a reduction of Euro 1,123 thousand, mainly due to the utilisation of the provision by Canson SAS (France), Canson Australia and Dixon Ticonderoga Co. (U.S.A).
Note 9 – Trade and Other Receivables
Trade and other receivables amount to Euro 183,406 thousand (Euro 113,582 thousand at December 31, 2016).
| Note 9.A - TRADE AND OTHER RECEIVABLES | |||||
|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | December 31, 2016 |
Change | ||
| Trade Receivables | 171,402 | 102,689 | 68,713 | ||
| Tax Receivables | 3,153 | 4,070 | (917) | ||
| Other Receivables | 6,487 | 4,314 | 2,173 | ||
| Prepayments and Accrued Income | 2,364 | 2,509 | (145) | ||
| Total | 183,406 | 113,582 | 69,824 |
Trade receivables increased on December 31, 2016 by Euro 68,713 thousand, which net of the exchange rate losses for Euro 1,783 thousand, amounts to Euro 70,496 thousand, mainly concerning F.I.L.A. S.p.A., Dixon Ticonderoga Company (U.S.A.) and Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico). This is in line with business seasonality and receivables at their highest during the middle months of the year as revenue is principally generated during the "Schools campaign".
The changes in the doubtful debt provision to cover difficult recovery positions are illustrated in the table below.
Note 9.C - CHANGES IN DOUBTFUL DEBT PROVISION
| Euro thousands | |
|---|---|
| December 31, 2016 | 4,794 |
| Provisions | 219 |
| Utilisations | (207) |
| Release | (45) |
| Exchange rate losses | (83) |
| Other Decrease | (8) |
| June 30, 2017 | 4,670 |
| Change | (124) |
The provision in the period of Euro 218 thousand principally concerns Dixon Ticonderoga Company (Euro 139 thousand) and Daler Rowney Ltd (Euro 31 thousand).
"Tax Receivables" totalled Euro 3,153 thousand (Euro 4,070 thousand at December 31, 2016) and include VAT receivables (Euro 2,105 thousand) and other tax receivables for local taxes other than direct income taxes (Euro 1,048 thousand).
"Other Receivables" amount to Euro 6,487 thousand (Euro 4,314 thousand at December 31, 2016) and mainly concern receivables from employees (Euro 380 thousand), social security institutions (Euro 70 thousand) and advances paid to suppliers (Euro 4,313 thousand), principally concerning the Indian and Chinese subsidiaries. The carrying amount of "Other Receivables" represents the "fair value" at the reporting date.
All of the above receivables are due within 12 months.
Note 10 - Cash and Cash Equivalents
"Cash and Cash Equivalents" at June 30, 2017 amount to Euro 29,608 thousand (Euro 59,519 thousand at December 31, 2016).
| Note 10 - CASH AND CASH EQUIVALENTS | ||||||
|---|---|---|---|---|---|---|
| Euro thousands | Bank and Post Office Deposits |
Cash in hand and similar |
Total | |||
| December 31, 2016 | 59,446 | 73 | 59,519 | |||
| June 30, 2017 | 29,519 | 89 | 29,608 | |||
| Change | (29,927) | 16 | (29,911) |
"Bank and post office deposits" consist of temporary liquidity positions generated within the treasury management and mainly relating to ordinary current accounts of F.I.L.A. S.p.A. for Euro 7,580 thousand and current accounts of the subsidiary companies for Euro 21,939 thousand, in particular: the companies of the Canson Group (Euro 4,649 thousand), F.I.L.A.-Dixon, S.A. de C.V. (Euro 3,097 thousand), DOMS Industries PVT Ltd (Euro 1,661 thousand), Omyacolor S.A. (Euro 1,495 thousand), Dixon Ticonderoga Company (Euro 1,348 thousand) and the Chinese subsidiaries of the Dixon Group (Euro 1,232 thousand).
"Cash in hand and similar" amount to Euro 89 thousand, of which Euro 5 thousand relates to the parent, F.I.L.A. S.p.A., and Euro 84 thousand to the various subsidiaries.
The carrying amount approximates the "Fair Value" at the reporting date.
Bank and post office deposits are remunerated at rates indexed to inter-bank rates such as Libor and Euribor.
There are no bank and postal deposits subject to restrictions.
Reference should be made to the paragraph: "Statement of Financial Position" for comments relating to the Net Financial Debt of the F.I.L.A. Group.
Note 11 - Net Financial Debt
The F.I.L.A. Group "Net Financial Debt" at June 30, 2017 was a financial debt of Euro 285,584 thousand, increasing Euro 62,147 thousand on December 31, 2016.
| Euro thousands | June 30, 2016 |
December 31, 2016 |
Change | |
|---|---|---|---|---|
| A | Cash | 89 | 73 | 16 |
| B | Other cash equivalents | 29,519 | 59,446 | (29,927) |
| C | Securities held-for-trading | - | - | - |
| D | Liquidity ( A + B + C) | 29,608 | 59,519 | (29,911) |
| E | Current financial receivables | 587 | 275 | 312 |
| F | Current bank loans and borrowing | (106,427) | (52,879) | (53,548) |
| G | Current portion of non-current loans and borrowing | (26,916) | (24,158) | (2,758) |
| H | Other current loans and borrowing | (240) | (16,497) | 16,257 |
| I | Current financial debt ( F + G + H ) | (133,583) | (93,534) | (40,049) |
| J | Net current financial debt (I + E+ D) | (103,388) | (33,740) | (69,648) |
| K | Non-current bank loans and borrowing | (181,913) | (189,902) | 7,989 |
| L | Bonds issued | - | - | - |
| M | Other non-current loans and borrowing | (288) | (150) | (138) |
| N | Non-current financial debt ( K + L + M ) | (182,201) | (190,052) | 7,851 |
| O | Net financial debt (J+N) | (285,589) | (223,792) | (61,797) |
| P | Loans issued to third parties | 5 | 355 | (350) |
| Q | Net financial debt (O + P) - F.I.L.A. Group | (285,584) | (223,437) | (62,147) |
| Note: |
1) The net financial debt calculated at point "O" complies with Consob Communication DEM/6064293 of July 28, 2006, which excludes non-current financial assets. The net financial debt of the F.I.L.A. Group differs from the above communication by Euro 5 thousand in relation to the non-current loans granted to third parties by Omyacolor S.A. (Euro 5 thousand)
2) At June 30, 2017 there were no transactions with related parties which impacted the net financial debt.
Reference should be made to the paragraph: "Statement of Financial Position" for comments relating to the Net Financial Debt of the F.I.L.A. Group.
Note 12 - Share Capital and Equity
Share Capital
The subscribed and paid-in share capital at June 30, 2017 of the parent F.I.L.A. S.p.A., fully paid-in, comprises 41,232,296 shares, as follows:
- 34,665,788 ordinary shares, without nominal amount;
- 6,566,508 class B shares, without nominal amount, which attribute 3 votes exercisable at the Shareholders' Meeting (ordinary and extraordinary) of F.I.L.A. S.p.A..
The breakdown of the share capital of F.I.L.A. S.p.A. is illustrated below.
| No. of Shares | % of Share Capital | Listing | |
|---|---|---|---|
| Ordinary shares | 34,665,788 | 84.07% | MTA - STAR Segment |
| Class B Shares (multiple votes) | 6,566,508 | 15.93% | Non-listed |
According to the available information, published by Consob and updated from June 30, 2017, the main shareholders of the parent were:
| Shareholder | Ordinary shares | % | ||
|---|---|---|---|---|
| Pencil S.p.A. | 13,133,032 | 37.9% | ||
| Venice European Investment Capital S.p.A. | 3,741,799 | 10.8% | ||
| Sponsor | 1,800,000 | 5.2% | ||
| Market Investors | 15,990,957 | 46.1% | ||
| Total | 34,665,788 | |||
| Shareholder | Ordinary shares | Class B Shares | Total | Voting rights |
| Pencil S.p.A. | 13,133,032 | 6,566,508 | 19,699,540 | 60.4% |
| Venice European Investment Capital S.p.A. | 3,741,799 | 3,741,799 | 6.9% | |
| Sponsor | 1,800,000 | 1,800,000 | 3.3% | |
| Market Investors | 15,990,957 | 15,990,957 | 29.4% | |
| Total | 34,665,788 | 6,566,508 | 41,232,296 |
Each ordinary share attributes voting rights without limitations.
Each class B share attributes three votes, in accordance with Article 127-sexies of Legislative Decree No. 58/1998.
2017 Half-Year Report
Legal Reserve
The account at June 30, 2017 amounts to Euro 7,434 thousand.
Share premium reserve
The account amounts to Euro 65,349 thousand at June 30, 2017 (Euro 65,349 thousand at December 31, 2016).
We highlight in addition the restriction on the distribution of a portion of the share premium reserve related to the revaluation of the investment held in the company DOMS Industries Pvt Ltd (Euro 15,052 thousand), in accordance with Article 6, paragraph 1, letter a) of Legislative Decree No. 38 of February 28, 2015, following the purchase of the majority shareholding.
Sponsor Warrants
At June 30, 2017, no sponsor warrants had been exercised.
IAS 19 Reserve
Following the application of IAS 19, the equity reserve is negative for Euro 2,656 thousand, increasing in the period Euro 647 thousand limited to the share of the F.I.L.A. Group.
Other Reserves
At June 30, 2017, the reserve is negative for Euro 20,527 thousand, increasing Euro 2,499 thousand on December 31, 2016. The increase concerns the following factors:
- The IRS fair value reserve on contracts undertaken by F.I.L.A. S.p.A. in 2016; at June 30, 2017 the reserve amounts to Euro 1,321 thousand, recording an increase of Euro 859 thousand compared to December 31, 2016.
- "Share Based Premium" reserve of Euro 1,875 thousand, set up against the incentive plan for F.I.L.A. Group Management in the first half of 2017. The accounting treatment applied is in line with the accounting standards which establish that for equity-settled share-based payments, the Fair Value at the vesting date of the share options granted to employees is recorded under personnel expenses, with a corresponding increase in Shareholders' equity within the account "Other reserves and retained earnings", over the period in which employees have the unconditional right to the incentives. The amount recorded as cost is adjusted to reflect the effective number of incentives (options) for which the conditions have matured and the "non-market" conditions have been fulfilled, so that the final cost recorded is based on the number of incentives which will mature. Similarly, in the estimate of the fair value of the options granted, consideration must be taken of the non-maturation conditions.
With reference to the non-maturation conditions, any differences between the assumptions at the vesting date and the effective conditions will not produce any impact in the financial statements.
The reclassification between Group equity and non-controlling interest equity of Euro 236 thousand related to the sale by Lyra KG (Germany) of the 30% holding in Fila Nordic AB to third party shareholders.
Translation reserve
The account refers to the exchange rate differences relating to the translation of the financial statements of subsidiaries prepared in local currencies and converted into Euro as the consolidation currency.
The changes in the "Translation reserve" in 1H2017 are illustrated below:
| Euro thousands | |
|---|---|
| December 31, 2016 | (10,904) |
| Changes in the year: | |
| Difference between Period Average Rate and Year-End Rate | (254) |
| Difference between Historical Rate and Year-End Rate | (7,465) |
| June 30, 2017 | (18,623) |
| Change | (7,719) |
Retained earnings
The reserve totalled Euro 138,049 thousand and increased on the previous year Euro 17,282 thousand, principally due to:
- the distribution of dividends to F.I.L.A. S.p.A. shareholders for Euro 3,711 thousand, as per Shareholders' Meeting resolution of April 27, 2017;
- the profit for the year 2016 of Euro 20,993 thousand;
Non-controlling interest equity
This increased Euro 86 thousand and principally concerns:
- Non-controlling interest profit of Euro 706 thousand;
- Distribution of dividends to minorities of Euro 171 thousand;
- Exchange rate losses of Euro 704 thousand;
The reclassification between Group equity and non-controlling interest equity of Euro 236 thousand related to the sale by Lyra KG (Germany) of the 30% holding in Fila Nordic AB to third party shareholders.
Basic and diluted earnings per share
The basic earnings per share is calculated by dividing the result of the Group by the weighted average number of ordinary shares outstanding during the year, excluding any treasury shares in portfolio.
The diluted earnings/(loss) per share is calculated by dividing the result of the company by the weighted average number of ordinary shares in circulation during the year and those potentially arising from the conversion of all potential ordinary shares with dilutive effect.
The basis and diluted earnings per Share is reported in the Statement of Comprehensive Income, to which reference should be made.
The table below illustrates the reconciliation between the equity of the Parent F.I.L.A. S.p.A. and the consolidated equity and the reconciliation between the result of the Parent F.I.L.A. S.p.A. and the consolidated result:
Reconciliation at June 30, 2017 between Parent Equity and F.I.L.A. Group Equity
| Euro thousands | |
|---|---|
| F.I.L.A. S.p.A. Equity | 171,880 |
| Effect elimination intercompany margins | (2,545) |
| Consolidation effect Omyacolor S.A. (France) | 8,194 |
| Consolidation effect F.I.L.A. Hispania S.A. (Spain) | 2,728 |
| Consolidation efffect Licyn Mercantil Industrial Ltda (Brazil) | (4,230) |
| Consolidation effect Dixon Ticonderoga group | 60,582 |
| Consolidation effect Lyra group | 655 |
| Consolidation effect FILA Stationary and Office Equipment Industry Ltd. Co. (Turkey) | (2,088) |
| Consolidation effect FILA Stationary O.O.O. (Russia) | (964) |
| Consolidation effect FILA Hellas (Greece) | 896 |
| Consolidation effect Industria Maimeri S.p.A. (Italy) | 75 |
| Consolidation effect FILA Cartorama S.A. (South Africa) | (1,114) |
| Consolidation effect Fila Polska Sp. Z.o.o (Poland) | 391 |
| Consolidation effect DOMS Industries Pvt Ltd (India) | 22,006 |
| Consolidation effect Daler & Rowney Group | (11,200) |
| Consolidation effect St Cutbert Holding (England) | 202 |
| Consolidation effect FILA Hiberia S.L. (Spain) | 811 |
| Consolidation effect Canson Group | (1,383) |
| Consolidation effect FILA Art Product AG (Svizzera) | (86) |
| Total Equity | 244,810 |
| "Non-controlling interest" consolidation effect | 24,575 |
| F.I.L.A. Group Equity | 220,235 |
Reconciliation at June 30, 2017 between Parent Result and F.I.L.A. Group Result
| Euro thousands | |
|---|---|
| F.I.L.A. S.p.A. Net Profit | 10,727 |
| Result of Subsidiaries of the Parent | 17,187 |
| Elimination of the effects of transactions between consolidated companies: | |
| Dividends | (14,110) |
| Net Inventory Margins | 1,243 |
| Other Net Revenue | 23 |
| Adjustments to Group accounting standards: | |
| Stock Option Plan | (326) |
| Total Net Result | 14,744 |
| Non-controlling interest share | 706 |
| F.I.L.A. Group Net Profit | 14,038 |
Note 13 - Financial Liabilities
The balance at June 30, 2017 amounts to Euro 315,784 thousand (Euro 283,586 thousand at December 31, 2016), of which Euro 182,201 thousand long-term and Euro 133,583 thousand shortterm. The account refers to both non-current and current portions of the loans granted by banking institutions, other lenders and bank overdrafts.
The breakdown at June 30, 2017 is illustrated below.
| Note 13.A - FINANCIAL LIABILITIES: Third Parties | |||||||
|---|---|---|---|---|---|---|---|
| Banks | Other Lenders Bank Overdrafts |
||||||
| Euro thousands | Principal | Interest | Principal | Interest | Principal | Interest | Total |
| December 31, 2016 | 266,020 | (4,660) | 16,649 | (2) | 5,546 | 34 | 283,586 |
| non-current portion | 194,768 | (4,866) | 164 | (14) | - | - | 190,052 |
| current portion | 71,252 | 205 | 16,485 | 12 | 5,546 | 34 | 93,534 |
| June 30, 2017 | 296,562 | (3,907) | 543 | (15) | 22,541 | 60 | 315,784 |
| non-current portion | 186,087 | (4,174) | 295 | (7) | - | - | 182,201 |
| current portion | 110,475 | 267 | 248 | (8) | 22,541 | 60 | 133,583 |
| Change | 30,542 | 754 | (16,106) | (13) | 16,995 | 26 | 32,198 |
| non-current portion | (8,681) | 692 | 131 | 7 | - | - | (7,851) |
| current portion | 39,223 | 62 | (16,237) | (20) | 16,995 | 26 | 40,049 |
Bank Loans and Borrowings
With reference to "Bank Loans and Borrowings", the total exposure of the Group amounts to Euro 292,655 thousand, of which Euro 110,742 thousand considered as current (Euro 71,457 thousand at December 31, 2016) and Euro 181,913 thousand as non-current (Euro 189,902 thousand at December 31, 2016).
Non-current bank loans and borrowings report a reduction of Euro 7,989 thousand compared to December 31, 2016, mainly due to the reclassification to current payables of the amount due by March 31, 2018 (Euro 8,400 thousand) of the loan undertaken by F.I.L.A. S.p.A..
The structured loan undertaken by F.I.L.A. S.p.A. and issued by a banking syndicate comprising UniCredit S.p.A. as "Global coordinator - Mandated Lead Arranger", Intesa Sanpaolo S.p.A. – Banca IMI, Mediobanca Banca di Credito Finanziario S.p.A. and Banca Nazionale del Lavoro S.p.A. as "Mandated Lead Arranger", was drawn down:
In February 2016 for Euro 109,357 thousand, against the total of Euro 130,000 thousand, including a "Revolving Credit Facility" of Euro 10,000 thousand in support of the acquisition of the Daler-Rowney Lukas Group;
In October 2016, the loan was disbursed for a further Euro 92,543 thousand for the acquisition of the Canson Group and for Euro 6,850 thousand St. Cuthberts Holding (United Kingdom).
The loan was initially recognised at fair value, including directly associated transaction costs. The initial carrying amount was subsequently adjusted to account for redemptions in principal, any writedowns and amortisation of the difference between the redemption value and initial carrying amount. Amortisation is made on the basis of the internal effective interest rate represented by the rate equal to, at the moment of initial recognition, the present value of expected cash flows and the initial carrying amount (amortised cost method). The effect at June 30, 2017 of the amortised cost method was Euro 451 thousand of interest.
At June 30, 2017, the total bank loans and borrowings of F.I.L.A. S.p.A. totalled Euro 206,034 thousand, of which Euro 180,346 thousand maturing beyond 12 months and Euro 25,688 thousand classified as the current portion (of which Euro 88 thousand interest). The non-current portion, in addition to the loan of Euro 180,346 thousand, includes also the fair value of the negotiation charges related to the derivative financial instruments of Euro 1,744 thousand undertaken in 2016.
The repayment plan of the loan is outlined below:
| Euro thousands | Facility | Capital portion |
|---|---|---|
| September 30, 2017 | Facility A | 7,200 |
| By December 20, 2017 | Revolving Original Facility | 10,000 |
| March 31, 2018 | Facility A | 8,400 |
| Total current financial liabilities | 25,600 | |
| September 30, 2018 | Facility A | 9,600 |
| March 31, 2019 | Facility A | 13,200 |
| September 30, 2019 | Facility A | 15,600 |
| March 31, 2020 | Facility A | 18,000 |
| September 30, 2020 | Facility A | 18,000 |
| February 2, 2021 | Facility A | 19,626 |
| February 2, 2022 | Facility B | 88,750 |
| Total non-current financial liabilities | 182,776 |
Note 13.C - BANKS LOANS AND BORROWINGS REPAYMENT PLAN
Excluding the F.I.L.A. S.p.A. loan, the residual value of non-current financial liabilities amounts to Euro 1,568 thousand and principally relates to the non-current portion of the loans granted to:
- Industria Maimeri S.p.A. (Italy) by BPER, Creval and BPM for Euro 606 thousand;
- DOMS Industries Pvt Ltd (India) by HDFC Bank for Euro 501 thousand;
- Lyra KG (Germany) by Hypo Real Estate for Euro 357 thousand.
- FILA Argentina S.A. by Banco Provincia for Euro 84 thousand
The current portion of bank loans and borrowings totalled Euro 110,742 thousand, increasing Euro 39,285 thousand on 2016. The increase in total bank payables is mainly due to the greater utilisation of the credit lines granted to the Group companies and to the seasonality of business activities which concentrate funding requirements in the middle of the year, against an improvement in cash flow at the end of the year. Excluding the current portion of the loan provided to F.I.L.A. S.p.A. (Euro 25,688 thousand), the current financial payables of the other Group companies amount to Euro 85,054 thousand and principally relates to the following disbursements:
- Credit Lines granted by Banamex S.A., Grupo Financiero BBVA Bancomer S.A., Banco Santander S.A., Banco Sabadell S.A. and Scotiabank Inverlat S.A. to Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico) for a total of Euro 39,374 thousand. During the period, total bank loans and borrowings increased Euro 20,455 thousand, of which Euro 1,032 thousand due to the negative exchange rate losses;
- Credit Line issued by Unicredit S.p.A., Intesa Sanpaolo and Bank of the West in favour of Dixon Ticonderoga Company (U.S.A.), with a total exposure at June 30, 2017 of Euro 25,913 thousand, increasing by Euro 11,683 thousand on December 2016.
- Credit Lines issued to Lyra KG (Germany) by Commerzbank and HVB for Euro 6,900 thousand. The current debt of the German company in addition comprises the current portion of loans issued by Hypo Real Estate for Euro 226 thousand. The company's total financial exposure increased Euro 401 thousand on 2016.
- The current portion of the loan and the credit lines granted to DOMS Industries Pvt Ltd (India) by HDFC Bank for Euro 3,889 thousand; the exposure increased by Euro 1,758 thousand on December 2016;
- Lines granted in favour of Fila Dixon Stationery (Kunshan) Co., Ltd. (China) by Intesa Sanpaolo S.p.A. and UniCredit S.p.A. for Euro 2,623 thousand, also increasing on December 2016 (Euro 1,463 thousand);
- Credit line in favour of Canson SAS granted by Société Générale and utilised for a total amount of Euro 1.300 million.
Covenants
The F.I.L.A. Group, against the debt undertaken with leading credit institutions (UniCredit S.p.A., Intesa Sanpaolo S.p.A., Mediobanca Banca di Credito Finanziario S.p.A. and Banca Nazionale del Lavoro S.p.A.) for the acquisition of the Daler-Rowney Lukas and the Canson Group is subject to commitments and "covenants".
Covenants are verified half-yearly and annually. In particular, the covenants on the loan contracts concern: Net Financial Debt (NFD), EBITDA ("Earnings Before Interest, Tax, Depreciation and Amortisation") and Net Financial Expense (NFE), calculated on the F.I.L.A. Group half-year and annual consolidated financial statements prepared as per IFRS.
The criteria for the calculation of the NFD, the EBITDA and the NFE are established by the relative loan contract.
We report below the covenant indicators and the relative parameters to be complied with at June 30, 2017.
NFD / EBITDA < 4.75x EBITDA / NFE > 6.50x
The covenants at June 30, 2017 were fully complied with.
As required by Consob Communication No. DEM/6064293 of July 28, 2006, we report that the impact of non-compliance with the covenants as established by the underlying contracts essentially concerns the possibility that the lending banks may revoke the loan contract and/or declare forfeiture of the repayment conditions upon all or part of the loans.
2017 Half-Year Report
Financial Liabilities - Other Loans
"Financial Liabilities – Other Loans" at June 30, 2017 totalled Euro 528 thousand (Euro 16,647 thousand at December 31, 2016), with the current portion totalling Euro 240 thousand at June 30, 2016 (Euro 16,497 thousand at December 31, 2016).
The decrease on the previous year relates to the settlement of financial liabilities of Euro 15,572 thousand of F.I.L.A. S.p.A. following the application of the price adjustment mechanism on the acquisition of the Canson Group (based on the net working capital and net financial position at the acquisition date).
Financial Liabilities - Bank Overdrafts
"Bank Overdrafts" amounted to Euro 22,601 thousand (Euro 5,580 thousand at December 31, 2016) and concern the overdrafts principally of F.I.L.A. S.p.A. (Euro 16,220 thousand), Industria Maimeri S.p.A. (Euro 4,761 thousand), Fila Stationary O.O.O. (Euro 673 thousand) and the Spanish subsidiaries (Euro 602 thousand).
The increase compared to December 31, 2016 is mainly due to the increase in the exposure of F.I.L.A. S.p.A..
Note 14 - Employee Benefits
The F.I.L.A. Group companies guarantee post-employment benefits for employees, both directly and through contributions to external funds.
The means for accruing these benefits varies according to the legal, fiscal and economic conditions of each country in which the Group operates. These benefits are based on remuneration and years of employee service.
The benefits recognised to employees of the Parent F.I.L.A. S.p.A. concern salary-based Post-Employment Benefits, governed by Italian legislation and, in particular, Article 2120 of the Italian Civil Code. The amount of these benefits is in line with the contractually-established compensation agreed between the parties on hiring.
The other Group companies, particularly Omyacolor S.A. (France), Dixon Ticonderoga Company (U.S.A.), Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico), Daler Rowney Ltd (United Kingdom) and Canson SAS (France), guarantee post-employment benefits, both through defined contribution plans and defined benefit plans.
In the case of defined contribution plans, the Group companies pay the contributions to public or private insurance institutions based on legal or contractual obligations, or on a voluntary basis. With the payment of contributions, the companies fulfill all of their obligations. The cost is accrued based on employment rendered and is recorded under personnel expense.
The defined benefit plans may be unfunded, or they may be partially or fully funded by the contributions paid by the company, and sometimes by its employees to a company or fund, legally separate from the company which provides the benefits to the employees. The funds provide for a fixed contribution by the employees and a variable contribution by the employer, necessary to at least satisfy the funding requirements established by law and regulation in the individual countries.
Finally, the Group recognises to employees other long-term benefits, generally issued on the reaching of a fixed number of years of service or in the case of invalidity. In this instance, the value of the obligation recognised to the financial statements reflects the probability that the payment will be issued and the duration for which payment will be made. These plans are calculated on an actuarial basis, utilising the "projected unit credit" method.
The amounts at June 30, 2017 were as follows:
| Note 14.A -POST-EMPLOYMENT BENEFITS ITALY ("TFR") AND OTHER EMPLOYEE BENEFITS | |||||
|---|---|---|---|---|---|
| Euro thousands | Post-employment benefits (Italy) |
Other Employee benefits | Total | ||
| December 31, 2016 | 2,414 | 8,929 | 11,343 | ||
| Disbursements | (71) | (1,323) | (1,393) | ||
| Financial Expense | 20 | 13 | 33 | ||
| Pension Cost for Service | 53 | 1,357 | 1,410 | ||
| IAS 19 Reserve | (48) | (975) | (1,023) | ||
| Translation differences | - | (71) | (71) | ||
| Other Changes | - | (5) | (5) | ||
| June 30, 2017 | 2,368 | 7,925 | 10,293 | ||
| Change | (46) | (1,004) | (1,050) |
The "Actuarial Losses" totalled Euro 1,023 thousand, recognised net of the fiscal effect directly in equity.
The following table outlines the amount of employee benefits, broken down by funded and unfunded by assets in service of the plan over the last two years:
| EMPLOYEE BENEFIT PLANS | ||||
|---|---|---|---|---|
| 1. Obligations for Employee Benefits | June 30, 2017 | December 31, 2016 | ||
| Present Value of Obligations Not Covered by Assets | 2,368 | 2,414 | ||
| 2,368 | 2,414 | |||
| Present Value of Obligations Covered by plan assets | 8,868 | 9,915 | ||
| Fair Value of Plan Assets Relating to the Obligations | (943) | (986) | ||
| 7,925 | 8,929 | |||
| Total | 10,293 | 11,343 |
The financial assets at June 30, 2017 invested by the F.I.L.A. Group to cover financial liabilities arising from "Employee Benefits" amount to Euro 943 thousand (Euro 986 thousand at December 31, 2016) and relate to Dixon Ticonderoga Company (Euro 647 thousand) and F.I.L.A.-Dixon, S.A. de C.V. (Euro 296 thousand). The financial investments have an average return of 4.5% on invested capital (equally broken down between investments in the "Ticket PFG" fund and investments in guaranteed investment contracts). The "structure" of financial investments at June 30, 2017 did not change on the previous year.
The table below highlights the net cost of employee benefit components recognised to the income statement:
| 2. Cost Recognised in Income Statement | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Pension Cost for Service | 1,410 | 2,177 |
| Financial Expense | 33 | 190 |
| Cost Recognised in Income Statement | 1,443 | 2,367 |
The principal actuarial assumptions used for the estimate of the post-employment benefits were the following:
| 3. Main Actuarial Assumptions at Reporting Date (average values) | June 30, 2017 | December 31, 2016 |
|---|---|---|
| Annual Technical Discounting Rate | 3.0% | 3.2% |
| Increase in Cost of Living index | 2.8% | 3.8% |
| Future Increase in Salaries | 1.9% | 2.5% |
| Future Increase in Pensions | 1.5% | 2.0% |
Note 15 - Provisions for Risks and Charges
"Provisions for Risks and Charges" at June 30, 2017 amount to Euro 5,150 thousand (Euro 4,067 thousand at December 31, 2016), of which Euro 1,667 thousand (Euro 1,618 thousand at December 31, 2016) concerning the non-current portion and Euro 3,483 thousand (Euro 2,449 thousand at December 31, 2016) concerning the current portion.
| Note 15A - PROVISIONS FOR RISKS AND CHARGES | ||||||
|---|---|---|---|---|---|---|
| Provisions for Tax Disputes |
Provisions for Legal Disputes |
Provisions for Agents |
Restructuring Provisions |
Other Provisions |
Total | |
| Euro thousands | ||||||
| December 31, 2016 | 39 | 263 | 794 | 1,845 | 1,126 | 4,067 |
| non-current portion current portion |
- 39 |
- 263 |
686 108 |
- 1,845 |
932 194 |
1,618 2,449 |
| June 30, 2017 | 39 | 251 | 753 | 2,726 | 1,381 | 5,150 |
| non-current portion current portion |
- 39 |
- 251 |
715 38 |
- 2,726 |
952 428 |
1,667 3,483 |
| Change | - | (12) | (41) | 881 | 255 | 1,083 |
| non-current portion current portion |
- - |
- (12) |
29 (70) |
- 881 |
20 235 |
49 1,034 |
The movement in the account "Provision for Risks and Charges" at June 30, 2017 was as follows:
| Note 15.B PROVISION FOR RISKS AND CHARGES: CHANGES IN YEAR | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | Provisions for Tax Disputes |
Provisions for Legal Disputes |
Provisions for Agents |
Restructuring Provisions |
Other Provisions | Total | |
| December 31, 2016 | 39 | 263 | 794 | 1,845 | 1,126 | 4,067 | |
| Utilisation of Provisions | - | - | (70) | (39) | (1) | (110) | |
| Provisions Accrued | - | - | 22 | 979 | 289 | 1,290 | |
| Discounting | - | - | 7 | - | - | 7 | |
| Exchange Differences | - | (12) | - | (59) | (33) | (104) | |
| June 30, 2017 | 39 | 251 | 753 | 2,726 | 1,381 | 5,150 | |
| Change | - | (12) | (41) | 881 | 255 | 1,083 |
Provisions for Tax Disputes
This provision represents the best estimate by management of liabilities concerning a tax assessment of F.I.L.A. S.p.A. by the public tax departments, concerning financial year 2004 and relating to direct and indirect taxes (Euro 39 thousand).
Provisions for Legal Dispute
The provision concerns accruals made in relation to:
legal proceedings arising from ordinary operating activities;
legal proceedings concerning disputes with employees or former employees and agents.
The provision remained unchanged compared to the previous year, with the exception of Euro 12 thousand deriving from exchange differences.
Provisions for Agents
The account includes the agents' supplementary indemnity provision at June 30, 2017 of the parent F.I.L.A. S.p.A. and of the subsidiaries Industria Maimeri S.p.A. and Canson Italia S.r.l.. The actuarial loss in 1H2017 amounts to Euro 7 thousand. The actuarial changes in the year, net of the tax effect, are recognized directly in equity.
Restructuring Provisions
For the integration and reorganization of the Group structure following the acquisitions in 2016, a number of F.I.L.A. Group companies established provisions for risks and charges concerning personnel mobility plans for a total of Euro 2,726 thousand. The plans involve in particular Dixon Ticonderoga Company (U.S.A.), Canson SAS (France) and Daler Rowney Ltd (UK), as per the structural reorganisation projects drawn up by the parent.
Other Provisions
The provision of Euro 1,381 thousand principally relates to the subsidiary Dixon Ticonderoga Company (U.S.A.) and F.I.L.A. S.p.A.. The US company established a provision for risks concerning environmental reclamation (Euro 407 thousand) relating to actions undertaken in the US in the period prior to acquisition by F.I.L.A. S.p.A.. Reclamation times and estimates will be revised by management until completion. No further disposal and environmental reclamation costs are expected following the reorganisation process involving the F.I.L.A. Group sites.
The parent F.I.L.A. S.p.A. provisioned, taking account of the information available and the best estimate made by management, Euro 876 thousand against liabilities deriving from the medium/longterm variable remuneration plan for a number of key management personnel of the company. The plan, approved by the Remuneration Committee and ratified by the Board of Directors, is indexed to quantitative and qualitative parameters. As this is a medium/long-term provision, the expected future cash flows are discounted at a rate of 7.6%.
In order to establish the best estimate of the potential liability, each F.I.L.A. Group company assesses legal proceedings individually to estimate the probable losses which generally derive from similar events. The best estimate considers, where possible and necessary, the opinion of legal consultants and other experts, the prior experience of the company, in addition to the intention of the company itself to undertake further actions in each case. The present provision in the F.I.L.A. Group
consolidated financial statements concerns the sum of individual allocations made by each Group company.
Note 16 - Deferred tax liabilities
"Deferred Tax Liabilities" amount to Euro 41,949 thousand at June 30, 2017 (Euro 47,034 thousand at December 31, 2016).
| Note 16.A CHANGES IN DEFERRED TAX LIABILITIES | |
|---|---|
| Euro thousands | |
| December 31, 2016 | 47,034 |
| Provisions | 14 |
| Utilisations | (4,140) |
| Translation differences | (938) |
| Change in Equity | 107 |
| Other Decreases | (128) |
| June 30, 2017 | 41,949 |
| Change | (5,085) |
Deferred tax liabilities principally concern differences between fiscal and statutory amounts and the tax effect calculated on tangible and intangible assets valued through the "purchase price allocation" in completion of the corporate operations executed by the F.I.L.A. Group in preceding years.
The change in the Equity represents the tax effect of the "Actuarial Gains/Losses" calculated on the "Post-Employment Benefits and Employee Benefits" and recognised, in accordance with IAS 19, as an Equity reserve.
Note 18 - Current Tax Payables
"Current tax payables" total Euro 10,972 thousand at June 30, 2017 (Euro 4,951 thousand at December 31, 2016), relating mainly to the parent (Euro 1,710 thousand), Dixon Ticonderoga Company (Euro 3,471 thousand) and the Indian company DOMS Industries Pvt Ltd (Euro 1,997 thousand).
Note 19 - Trade and Other Payables
"Trade and Other Payables" at June 30, 2017 amount to Euro 98,642 thousand (Euro 90,445 thousand at December 31, 2016). The breakdown of "Trade and Other Payables" of the F.I.L.A. Group is reported below:
| Note 19.A TRADE AND OTHER PAYABLES | ||||
|---|---|---|---|---|
| Euro thousands | June 30, 2017 | December 31, 2016 |
Change | |
| Trade Payables | 70,890 | 63,170 | 7,720 | |
| Tax Expenses | 7,262 | 5,291 | 1,971 | |
| Other Expenses | 19,428 | 20,490 | (1,062) | |
| Accrued Expemses & Def.Income | 1,062 | 1,494 | (431) | |
| Total | 98,642 | 90,445 | 8,197 |
The increase in "Trade Payables" (Euro 7,720 thousand) is principally due to business seasonality, with procurement concentrated in the initial months of the year in support of production and supplies for peak sales concentrated in the middle months of the year.
The carrying amount of trade payables at the reporting date approximates their "fair value".
The trade payables reported above are due within 12 months.
The account "Tax Payables" to third parties amounts to Euro 7,262 thousand at June 30, 2017 (Euro 5,291 thousand at December 31, 2016), of which Euro 5,631 thousand VAT payables and Euro 1,631 thousand concerning tax payables other than current taxes. VAT payables principally concern the Mexican subsidiary (Euro 1,698 thousand) and F.I.L.A. S.p.A. (Euro 1,596 thousand).
"Other Payables" amount to Euro 19,428 thousand at June 30, 2017 and principally include:
- employee salary payables of Euro 10,356 thousand (Euro 9,908 thousand at December 31, 2016);
- social security contributions to be paid of Euro 4,716 thousand (Euro 4,787 thousand at December 31, 2016);
- payables for agent commissions of Euro 565 thousand (Euro 339 thousand at December 31, 2016).
- the residual payables of Euro 3,791 thousand principally concern advances to clients (Euro 5,439 thousand at December 31, 2016).
The carrying amount of "Tax Payables", "Other Payables" and "Accrued Liabilities and Deferred Income" at the reporting date approximate their fair value.
With reference to the other non-current payables, the balance at June 30, 2017 amounted to Euro 100 thousand and refers to deposits paid by customers to guarantee long-term supply contracts of the Indian company DOMS Industries Pvt Ltd (India).
Note 20 – Core Business Revenue
Core business revenue in the first half of 2017 amounted to Euro 260,543 thousand (Euro 201,514 thousand in 1H2016).
| Note 20.A - CORE BUSINESS REVENUE | |||||
|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||
| Revenue from Sales and Service | 274,200 | 210,788 | 63,412 | ||
| Adjustments on Sales | (13,657) | (9,274) | (4,383) | ||
| Returns on Sales | (6,611) | (4,658) | (1,953) | ||
| Discounts, Allowances and Premiums | (7,046) | (4,616) | (2,430) | ||
| Total | 260,543 | 201,514 | 59,029 |
Revenue was up by Euro 59,029 on the same period of the previous year, mainly as a result of the revenue generated by the companies acquired in 2016 and only in part included in 1H2016 revenue. In particular, the Daler-Rowney Lukas Group was consolidated from February 2016 while the Canson and St. Cuthberts Mill were included in the consolidation scope from the second half of 2016. Overall, the M&A effect was Euro 53,518 thousand; the net increase in "Core business revenue", also considering the positive currency effects for Euro 1,383 thousand, was therefore Euro 4,128 thousand.
For further details on residual movements, reference should be made to the "Normalised operating result" paragraph of the Directors' Report.
Note 21 – Other Revenue and Income
The account other income relates to ordinary operations and does not include the sale of goods and provision of services, in addition to realised and unrealised exchange rate gains on commercial operations.
For further details on translation differences, reference should be made to "Note 30 - Foreign currency transactions".
"Other Revenue and Income" in 1H2017 amounted to Euro 11,977 thousand (Euro 4,765 thousand in 1H2016).
| Note 21 – OTHER REVENUE AND INCOME | |||||
|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||
| Gains on Sale of Property, Plant and Equipment | 50 | 14 | 36 | ||
| Unrealised Exchange Rate Gains on Commercial Transactions | 7,983 | 2,350 | 5,633 | ||
| Realised Exchange Rate Gains on Commercial Transactions | 3,175 | 1,663 | 1,512 | ||
| Other Revenue and Income | 769 | 738 | 31 | ||
| Total | 11,977 | 4,765 | 7,212 |
In 1H2017, the account totalled Euro 769 thousand and principally related to commissions from Ticonderoga brand sales and the sale of production waste product by Fila Dixon Stationery (Kunshan) Co., Ltd. (China) and Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico).
Note 22 - Costs for Raw Materials, Ancillary, Consumables and Goods and Change in Raw Materials, Semi-Finished, Work-in-progress and Finished Products
The account includes all purchases of raw materials, semi-processed products, transport for purchases, goods and consumables for operating activities.
"Costs for Raw Materials, Ancillary, Consumables and Goods" in 1H2017 totalled Euro 126,130 thousand (Euro 102,297 thousand in 1H2016).
The breakdown is provided below:
| Note 22 - COSTS FOR RAW MATERIALS, ANCILLARY, CONSUMABLES AND GOODS | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||||
| Raw materials, Ancillary, Consumables and Goods | (105,619) | (85,751) | (19,868) | ||||
| Shipping Expenses on Purchases | (5,777) | (4,737) | (1,040) | ||||
| Packaging | (4,472) | (3,384) | (1,088) | ||||
| Import Charges and Customs Duties | (2,877) | (3,368) | 491 | ||||
| Other Accessory Charges on Purchases | (6,964) | (4,707) | (2,257) | ||||
| Materials for Maintenance | (463) | (384) | (79) | ||||
| Adjustments on Purchases | 42 | 34 | 8 | ||||
| Returns on Purchases | - | 0 | 0 | ||||
| Discounts, Allowances and Premiums | 42 | 34 | 8 | ||||
| Total | (126,130) | (102,297) | (23,833) |
The increase in "Costs for Raw Materials, Ancillary, Consumables and Goods" in 1H2017 was Euro 23,833 thousand, mainly due to the above-mentioned M&A effects.
The increase in inventories at June 30, 2017 totalled Euro 20,187 thousand, of which:
- increase of "Raw Materials, Ancillary, Consumables and Goods" for Euro 1,805 thousand (increase of Euro 746 thousand in 1H2016);
- decrease in "Contract Work-in-Progress and Semi-Finished products" of Euro 2,924 thousand (decrease of Euro 1,486 thousand in 1H2016);
- increase in "Finished Products" of Euro 15,458 thousand (increase of Euro 16,293 thousand in 1H2016).
For further details, reference should be made to the "Normalised operating result" paragraph of the Directors' Report.
Note 23 - Service Costs and Rent, Leases and Similar Costs
"Service Costs and Rent, Leases and Similar Costs" amounted in 1H2017 to Euro 58,658 thousand (Euro 48,239 thousand in 1H2016).
Services costs are broken down as follows:
| Note 23 - SERVICE COSTS AND RENT, LEASES AND SIMILAR COSTS | |||
|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change |
| Sundry services | (5,437) | (4,314) | (1,123) |
| Transport | (10,100) | (7,437) | (2,663) |
| Warehousing | (820) | (746) | (74) |
| Maintenance | (4,389) | (3,139) | (1,250) |
| Utilities | (4,090) | (2,745) | (1,346) |
| Consulting | (4,699) | (7,784) | 3,085 |
| Directors' and Statutory Auditors' Fees | (2,366) | (2,008) | (358) |
| Advertising, Promotions, Shows and Fairs | (3,424) | (2,721) | (703) |
| Cleaning | (288) | (224) | (64) |
| Bank Charges | (501) | (532) | 31 |
| Agents | (3,736) | (3,467) | (270) |
| Sales representatives | (3,027) | (1,877) | (1,150) |
| Sales Commissions | (6,351) | (5,259) | (1,092) |
| Insurance | (1,106) | (969) | (138) |
| Other Service Costs | (1,942) | (764) | (1,178) |
| Hire Charges | (4,003) | (2,710) | (1,293) |
| Rental | (765) | (457) | (308) |
| Operating Leases | (1,308) | (779) | (529) |
| Royalties and Patents | (306) | (308) | 2 |
| Total | (58,658) | (48,239) | (10,419) |
The increase in "Service Costs and Rent, Leases and Similar costs" compared to 1H2016 was Euro 10,419 thousand, principally relating to the effect deriving from the corporate operations in 2016 for a total amount of Euro 11,269 thousand.
Note 24 – Other Costs
These totalled in 1H2017 Euro 13,245 thousand (Euro 5,692 thousand in 1H2016).
The account principally includes realised and unrealised exchange rate losses on commercial transactions. For further details on currency differences, reference should be made to "Note 30 - Foreign currency transactions".
"Other costs" are broken down as follows:
| Note 24 – OTHER COSTS | ||||||||
|---|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | |||||
| Unrealised Exchange Rate Losses on Commercial Transactions | (7,740) | (955) | (6,784) | |||||
| Realised Exchange Rate Losses on Commercial Transactions | (4,951) | (3,762) | (1,189) | |||||
| Other Operating Charges | (554) | (974) | 420 | |||||
| Total | (13,245) | (5,692) | (7,553) |
The increase in "Other costs" in the first half of 2017 following the change in the consolidation scope was Euro 30 thousand, with a net increase on a like-for-like basis of Euro 450 thousand. The account mainly refers to non-recurring costs incurred by the US subsidiary Dixon Ticonderoga Co. (Euro 143 thousand mainly relating to legal disputes and merchandising donations) and by the parent company F.I.L.A. S.p.A. (Euro 112 thousand relating to tax charges other than income taxes, such as municipal taxes on property, registration taxes and other indirect taxes, in addition to gifts and promotional items).
Note 25 – Personnel expense
"Personnel expense" includes all costs and expenses incurred for employees.
They amounted in 1H2017 to Euro 55,686 thousand (Euro 37,355 thousand in 1H2016).
These costs are broken down as follows:
| Note 25 – PERSONNEL EXPENSE | ||||||||
|---|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | |||||
| Wages and Salaries | (39,982) | (28,813) | (11,169) | |||||
| Social Security Charges | (8,948) | (6,546) | (2,402) | |||||
| Employee Benefits | (1,357) | (1,132) | (225) | |||||
| Post-Employment Benefits | (53) | - | (53) | |||||
| Other Personnel Expenses | (5,346) | (864) | (4,482) | |||||
| Total | (55,686) | (37,355) | (18,331) |
"Personnel expense" increased Euro 18,331 thousand on 1H2016, mainly as a result of the M&A effect of the acquisitions in 2016 (Euro 13,983 thousand). The net increase on a like-for-like basis was Euro 4,348 thousand, principally concerning provisions and costs incurred for the restructuring plans involving some Group companies.
The following table reports the breakdown of the F.I.L.A. Group workforce at June 30, 2017 and December 31, 2016 by geographical segments.
| North Rest Central - South Europe Asia America America of the World |
Total | |||||
|---|---|---|---|---|---|---|
| December 31, 2016 | 1,106 | 186 | 1,753 | 4,709 | 35 | 7,789 |
| June 30, 2017 | 1,126 | 173 | 1,792 | 4,606 | 32 | 7,729 |
| Change | 20 | (13) | 39 | (103) | (3) | (60) |
Note 26 – Amortisation and Depreciation
"Amortisation & Depreciation" in 1H2017 amounted to Euro 8,870 thousand (Euro 6,504 thousand in 1H2016). The breakdown for 1H2017 and 1H2016 was as follows:
| Note 26 – AMORTISATION AND DEPRECIATION | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||||
| Depreciation of Property, Plant and Equipment | (5,465) | (3,867) | (1,598) | ||||
| Amortisation of Intangible Assets | (3,405) | (2,637) | (768) | ||||
| Total | (8,870) | (6,504) | (2,366) |
The increase in "Amortisation and Depreciation" in 1H2017 is due to the M&A effect relating to the companies not consolidated in 2016 and to the amortisation of "Trademarks" and "Other Intangible assets", measured through the "Purchase Price Allocation" in relation to these corporate operations undertaken in the previous year.
For further details, reference should be made to "Note 1 – Intangible Assets" and "Note 2 – Property, Plant and Equipment".
Note 27 – Write-Downs
"Write-downs" in 1H2017 totalled Euro 206 thousand (Euro 156 thousand in 1H2016).
The write-downs recorded in 1H2017 and 1H2016 are illustrated below:
| Note 27 – WRITE-DOWNS | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||||
| Write-down Property, Plant and Equipment | (32) | (8) | (24) | ||||
| Doubtful Debt Provisions | (174) | (149) | (25) | ||||
| Total | (206) | (156) | (49) |
Trade receivable write-downs in 1H2017 principally concerned Dixon Ticonderoga USA (Euro 139 thousand) and Daler Rowney Ltd (Euro 31 thousand), following solvency assessments.
Note 28 – Financial Income
The account in 1H2017 amounted to Euro 1,838 thousand (Euro 1,983 thousand in 1H2016).
Financial income, together with the comment on the main changes on the previous year, was as follows:
| Note 28 – FINANCIAL INCOME | ||||||||
|---|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | |||||
| Interest on Bank Deposits | 35 | 100 | (65) | |||||
| Financial Income from Disposal of Non-Current Financial Assets | - | 10 | (10) | |||||
| Other Financial Income | 1,064 | 834 | 230 | |||||
| Unrealised Exchange Rate Gains on Financial Transactions | 712 | 991 | (279) | |||||
| Realised Exchange Rate Gains on Financial Transactions | 27 | 48 | (21) | |||||
| Total | 1,838 | 1,983 | (145) |
The main change within the account "Other Financial Income" concerns the financial income generated from the sale of the minority stake (30% of the share capital) held in FILA Nordic AB (Sweden) by the German subsidiary Lyra KG for Euro 990 thousand. In 1H2016 the item (Euro 834 thousand) principally derived from financial income (amounting to Euro 750 thousand) recorded by F.I.L.A S.p.A and relating to the closure of time deposits subscribed following the acquisition of Daler-Rowney Lukas in the first half of 2016.
Note 29 - Financial Expense
"Financial Expense" in 1H2017 amounted to Euro 9,413 thousand (Euro 3,965 thousand in 1H2016).
Financial expense, together with the comment on the main changes on the previous year, was as follows:
| Note 29 - FINANCIAL EXPENSE | ||||||||
|---|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | |||||
| Interest on Bank Overdrafts | (90) | (101) | 11 | |||||
| Interest on Bank Loans and borrowings | (4,658) | (2,262) | (2,396) | |||||
| Interest to Other Lenders | (11) | (14) | 3 | |||||
| Other Financial Expenses | (1,443) | (603) | (840) | |||||
| Unrealised Exchange Rate Losses on Financial Transactions | (2,660) | (423) | (2,237) | |||||
| Realised Exchange Rate Losses on Financial Transactions | (551) | (562) | 11 | |||||
| Total | (9,413) | (3,965) | (5,448) |
The increase of Euro 5,448 thousand in 1H2017 is, net of currency considerations, mainly due to the parent F.I.L.A. S.p.A. against the higher interest recorded on the loan contracted to fund the nonrecurring transactions (Euro 1,850 thousand) and the greater effect of the amortised cost, Euro 299 thousand, calculated on the residual loan of the parent (for further information, reference should be made to Note 13).
Note 30 - Foreign Currency Transactions
Exchange rate differences on financial and commercial transactions in foreign currencies in 1H2017 are reported below.
| Note 30 - FOREIGN CURRENCY TRANSACTIONS | |||
|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change |
| Unrealised Exchange Rate Gains on Commercial Transactions | 7,983 | 2,350 | 5,633 |
| Realised Exchange Rate Gains on Commercial Transactions | 3,175 | 1,663 | 1,512 |
| Unrealised Exchange Rate Losses on Commercial Transactions | (7,740) | (955) | (6,785) |
| Realised Exchange Rate Losses on Commercial Transactions | (4,951) | (3,762) | (1,189) |
| Net exchange rate losses on commercial transactions | (1,533) | (704) | (829) |
| Unrealised Exchange Rate Gains on Financial Transactions | 712 | 991 | (279) |
| Realised Exchange Rate Gains on Financial Transactions | 27 | 48 | (21) |
| Unrealised Exchange Rate Losses on Financial Transactions | (2,660) | (423) | (2,237) |
| Realised Exchange Rate Losses on Financial Transactions | (551) | (562) | 11 |
| Net exchange rate gains on financial transactions | (2,472) | 54 | (2,526) |
| Total net value of exchange differences | (4,005) | (651) | (3,355) |
Exchange rate losses in 2017 principally arose from the movement of local currencies (principally the Mexican Peso, the US Dollar, the Indian Rupee and GB Pound) against the Euro, in addition to the movement in the period of assets and liabilities in foreign currencies, following commercial and financial transactions.
Note 31 – Income/Expense from Investments Valued at Equity
"Income/Expense from Investments valued at Equity" report a charge of Euro 5 thousand (Euro 0 thousand in 1H2016), due to the adjustment of the investments in associated companies held by DOMS Industries Pvt Ltd (India), consolidated under the Equity method.
Note 32 - Income Taxes
They amount to Euro 7,588 thousand in 1H2017 (Euro 8,638 thousand in the first half of 2016) and concern current taxes for Euro 8,378 thousand (Euro 7,976 thousand in 2016) and net deferred tax income of Euro 790 thousand (a charge of Euro 662 thousand in 1H2016).
Note 32.A – Current Income Taxes
The breakdown is as follows.
| Note 32.A - INCOME TAXES | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||||
| Current Income Taxes - Italy | (364) | (509) | 145 | ||||
| Current Income Taxes - Foreign | (8,014) | (7,467) | (547) | ||||
| Total | (8,378) | (7,976) | (402) |
Current Italian taxes concern F.I.L.A. S.p.A., Industria Maimeri S.p.A and Canson Italia S.r.l.. The breakdown of current foreign taxes is illustrated below.
| Note 32.A.1 - INCOME TAXES | |||
|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change |
| OMYACOLOR S.A. (France) | (674) | (702) | 28 |
| FILA Hispania S.L. (Spain) | (244) | (214) | (30) |
| DOMS Industries Pvt Ltd (India) | (844) | (911) | 67 |
| Licyn Mercantil Industrial LTDA (Brasil) | 0 | (38) | 38 |
| FILALYRA GB Ltd. (UK) | 0 | (38) | 38 |
| Fila Hellas SA (Greece) | (96) | (97) | 1 |
| Fila Polska Sp. Z.o.o (Polonia) | (56) | (16) | (40) |
| Fila Iberia S. L. (Spain) | (263) | 0 | (263) |
| Canson Brasil I.P.E. LTDA (Brasil) | (62) | 0 | (62) |
| Canson SAS (France) | (682) | 0 | (682) |
| Canson Inc. (USA) | (53) | 0 | (53) |
| Canson Qingdao Ltd. (Cina) | (76) | 0 | (76) |
| Dixon Ticonderoga Company (USA) | (3,823) | (3,846) | 23 |
| Beijing F.I.L.A.-Dixon Stationery Company Ltd. (Cgina) | 0 | (4) | 4 |
| Dixon Ticonderoga Inc. (Canada) | (156) | (170) | 14 |
| Grupo F.I.L.A.-Dixon, S.A. de C.V.(Mexico) | (495) | (674) | 179 |
| F.I.L.A. Chile Ltda (Chile) | (245) | 0 | (245) |
| FILA Argentina S.A. (Argentina) | (1) | (16) | 15 |
| FILA Dixon Stationery (Kunshan) Co., Ltd. (China) | (66) | (218) | 152 |
| FILA Dixon Art & Craft Yixing Co. Ltd (China) | (30) | (20) | (10) |
| Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG (Germany) | (110) | (212) | 102 |
| Lyra Bleistift-Fabrik Verwaltungs GmbH (Germany) | (1) | (1) | 0 |
| F.I.L.A. Nordic AB (Sweden) | (5) | (80) | 75 |
| PT. Lyra Akrelux (Indonesia) | (37) | 0 | (37) |
| FILA Benelux SA (Belgium) | 5 | (18) | 23 |
| Daler Rowney USA Ltd (USA) | 0 | (192) | 192 |
| Total | (8,014) | (7,467) | (547) |
The foreign income taxes also include the tax charge relating to F.I.L.A S.p.A. concerning the tax representation of the subsidiary Lyra KG (Euro 77 thousand) and the tax under Article 167 of Presidential Decree no. 917/1986 concerning "Controlled Foreign Companies" for Euro 66 thousand.
Note 32.B – Deferred Tax Income and Charges
The breakdown is provided below:
| Note 32.B DEFERRED TAX INCOME AND EXPENSE | |||||||
|---|---|---|---|---|---|---|---|
| Euro thousands | June 30, 2017 | June 30, 2016 | Change | ||||
| Deferred Tax Charge Deferred Tax Income |
4,126 (3,336) |
406 (1,068) |
3,720 (2,268) |
||||
| Total | 790 | (662) | 1,451 |
Attachments
Attachment 1 - Transactions with Related Parties
For the procedures adopted in relation to transactions with related parties, also in accordance with Article 2391-bis of the Italian Civil Code, reference should be made to the procedure adopted by the Parent pursuant to the Regulation approved by Consob with resolution No. 17221 of March 12, 2010 and subsequent amendments, published on the website of the company www.filagroup.it in the "Governance" section.
In accordance with Consob Communication No. 6064293 of July 28, 2006, the following table outlines the commercial and financial transactions with related parties for the first half of 2017:
| F.I.L.A. GROUP RELATED PARTIES JUNE 30, 2017 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 2017 | June 2017 | ||||||||||||
| Statement of Financial Position | Income Statement | ||||||||||||
| Euro thousands | ASSETS | LIABILITIES | REVENUE | COSTS | |||||||||
| Company | Nature | Property, plant & equipment |
Trade Receivables |
Cash and Cash Equivalents |
Financial Payables (Banks) |
Financial Payables (Other) |
Trade Payables |
Revenue from sales |
Other Revenue (Services) |
Financial Income |
Operating Costs (Products) |
Operating Costs (Services) |
Financial Expense |
| Nuova Alpa Collanti S.r.l. | Trade Supplier | - | - | - | - | - | 1,113 | - | - | - | 1,158 | - | - |
| Studio Legale Salonia e Associati | Legal Consultancy | - | - | - | - | - | 73 | - | - | - | - | 167 | - |
| Studio Zucchetti | Tax & Administration Consultancy | - | - | - | - | - | 42 | - | - | - | - | 74 | - |
| Autogrill S.p.A. | Trade Supplier | - | - | - | - | - | 2 | - | - | - | 2 | - | - |
| Pynturas y Texturizados S.A. de C.V. | Trade Supplier | - | - | - | - | - | - | - | - | - | 65 | 6 | - |
| HR Trustee | Service Supplier | - | - | - | - | - | - | - | - | - | - | 15 | - |
| Totale | - | - | - | - | - | 1,230 | - | - | - | 1,225 | 262 | - | |
| F.I.L.A. GROUP RELATED PARTIES JUNE 30, 2016 | |||||||||||||
| December 2016 | June 2016 | ||||||||||||
| Statement of Financial Position | Income Statement | ||||||||||||
| Euro thousands | ASSETS | LIABILITIES | REVENUE | COSTS | |||||||||
| Company | Nature | Property, plant & equipment |
Trade Receivables |
Cash and Cash Equivalents |
Financial Payables (Banks) |
Financial Payables (Other) |
Trade Receivables |
Revenue from sales |
Other Revenue (Services) |
Financial Income |
Operating Costs (Products) |
Operating Costs (Services) |
Financial Expense |
| Nuova Alpa Collanti S.r.l. | Trade Supplier | - | - | - | - | - | 450 | - | - | - | 854 | - | - |
| Studio Legale Salonia e Associati | Legal Consultancy | - | - | - | - | - | 67 | - | - | - | - | 131 | - |
| Studio Zucchetti | Tax & Administration Consultancy | - | - | - | - | - | 146 | - | - | - | - | 120 | - |
| Beijing Majestic | Trade Supplier | 12 | - | - | - | - | 138 | - | - | - | - | - | - |
| Pynturas y Texturizados S.A. de C.V. | Trade Supplier | - | - | - | - | - | - | - | - | - | - | - | - |
| HR Trustee | Service Supplier | - | - | - | - | - | - | - | - | - | - | - | - |
Studio Legale Salonia e Associati
Studio Legale Salonia e Associati, with which a partner is related to the majority shareholder of the company, principally provides legal consultancy.
Nuova Alpa Collanti S.r.l.
Nuova Alpa Collanti S.r.l., in which a shareholder is a Board member of F.I.L.A. S.p.A., supplies glue.
Studio Zucchetti
Studio Zucchetti, in which a partner of the firm is a member of the Board of Directors of F.I.L.A. S.p.A., principally provides tax and administrative consultancy.
Pynturas y Texturizados S.A. de C.V.
Pynturas y Texturizados S.A. de C.V., a shareholder of which is related to the management of a F.I.L.A. Group company, is a company specialised in the production and sale of paint, coating paints and anti-corrosion products.
HR Trustee
HR Trustee, a shareholder of which is related to the management of a F.I.L.A. Group company, is a United Kingdom-based company specialised in the provision of professional pension plan services.
F.I.L.A. Group transactions with related parties refer to ordinary transactions and are regulated at market conditions, i.e. the conditions that would be applied between two independent parties, and are undertaken in the interests of the Group. Typical or usual transactions are those which, by their object or nature, are not outside the normal course of business of the F.I.L.A. Group and those which do not involve particular critical factors due to their characteristics or to the risks related to the nature of the counterparty or the time at which they are concluded; normal market conditions relate to transactions undertaken at standard Group conditions in similar situations.
On this basis, the exchange of goods, services and financial transactions between the various group companies were undertaken at competitive market conditions.
Attachment 2 - List of companies included in the consolidation and other equity investments
| Company | State of residence of the company |
Segment IFRS 81 |
Year of acquisition of the company |
% held directly (F.I.L.A. S.p.A.) |
% held indirectly |
% held by F.I.L.A. Group |
Investing Company | Consolidation Method |
Non controlling interests |
|---|---|---|---|---|---|---|---|---|---|
| FILA S.p.A. | |||||||||
| Omyacolor S.A. | France | EU | 2000 | 94.94% | 5.06% | 100.00% | Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG Lyra Bleistift-Fabrik Verwaltungs GmbH |
Line-by-line | 0.00% |
| F.I.L.A. Hispania S.L. | Spain | EU | 1997 | 96.77% | 0.00% | 96.77% FILA S.p.A. | Line-by-line | 3.23% | |
| FILALYRA GB Ltd. | UK | EU | 2005 | 0.00% | 100.00% | 100.00% Daler Rowney Ltd | Line-by-line | 0.00% | |
| Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG | Germany | EU | 2008 | 99.53% | 0.47% | 100.00% Lyra Bleistift-Fabrik Verwaltungs GmbH | Line-by-line | 0.00% | |
| Lyra Bleistift-Fabrik Verwaltungs GmbH | Germany | EU | 2008 | 0.00% | 100.00% | 100.00% Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG |
Line-by-line | 0.00% | |
| F.I.L.A. Nordic AB2 | Sweden | EU | 2008 | 0.00% | 50.00% | 50.00% Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG |
Line-by-line | 50.00% | |
| FILA Stationary and Office Equipment Industry Ltd. Co. | Turckey | EU | 2011 | 100.00% | 0.00% | 100.00% FILA S.p.A. | Line-by-line | 0.00% | |
| Fila Stationary O.O.O. | Russia | EU | 2013 | 90.00% | 0.00% | 90.00% FILA S.p.A. | Line-by-line | 10.00% | |
| Industria Maimeri S.p.A. | Italy | EU | 2014 | 51.00% | 0.00% | 51.00% FILA S.p.A. | Line-by-line | 49.00% | |
| Fila Hellas SA2 | Greece | EU | 2013 | 50.00% | 0.00% | 50.00% FILA S.p.A. | Line-by-line | 50.00% | |
| Fila Polska Sp. Z.o.o | Poland | EU | 2015 | 51.00% | 0.00% | 51.00% FILA S.p.A. | Line-by-line | 49.00% | |
| Dixon Ticonderoga Company | USA | NA | 2005 | 100.00% | 0.00% | 100.00% FILA S.p.A. | Line-by-line | 0.00% | |
| Dixon Ticonderoga Inc. | Canada | NA | 2005 | 0.00% | 100.00% | 100.00% Dixon Ticonderoga Company | Line-by-line | 0.00% | |
| Grupo F.I.L.A.-Dixon, S.A. de C.V. | Mexico | CSA | 2005 | 0.00% | 100.00% | 100.00% Dixon Ticonderoga Inc. Dixon Ticonderoga Company |
Line-by-line | 0.00% | |
| F.I.L.A. Chile Ltda | Chile | CSA | 2000 | 0.79% | 99.21% | 100.00% Dixon Ticonderoga Company FILA S.p.A. |
Line-by-line | 0.00% | |
| FILA Argentina S.A. | Argentina | CSA | 2000 | 0.00% | 100.00% | 100.00% F.I.L.A. Chile Ltda Dixon Ticonderoga Company |
Line-by-line | 0.00% | |
| Licyn Mercantil Industrial Ltda | Brasile | CSA | 2012 | 99.99% | 0.00% | 99.99% FILA S.p.A. | Line-by-line | 0.01% | |
| Beijing F.I.L.A.-Dixon Stationery Company Ltd. | China | AS | 2005 | 0.00% | 100.00% | 100.00% Dixon Ticonderoga Company | Line-by-line | 0.00% | |
| Xinjiang F.I.L.A.-Dixon Plantation Company Ltd. | China | AS | 2008 | 0.00% | 100.00% | 100.00% Beijing F.I.L.A.-Dixon Stationery Company Ltd. Line-by-line | 0.00% | ||
| PT. Lyra Akrelux | Indonesia | AS | 2008 | 0.00% | 52.00% | 52.00% Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG |
Line-by-line | 48.00% | |
| FILA Dixon Stationery (Kunshan) Co., Ltd. | China | AS | 2013 | 0.00% | 100.00% | 100.00% Beijing F.I.L.A.-Dixon Stationery Company Ltd. Line-by-line | 0.00% | ||
| FILA SA PTY LTD | South Africa | RM | 2014 | 90.00% | 0.00% | 90.00% FILA S.p.A. | Line-by-line | 10.00% | |
| FILA Dixon Art & Craft Yixing Co. Ltd | China | AS | 2015 | 0.00% | 100.00% | 100.00% Beijing F.I.L.A.-Dixon Stationery Company Ltd. Line-by-line | 0.00% | ||
| DOMS Industries Pvt Ltd 3 | India | AS | 2015 | 51.00% | 0.00% | 51.00% FILA S.p.A. | Line-by-line | 49.00% | |
| Renoir Topco Ltd | UK | EU | 2016 | 100.00% | 0.00% | 100.00% FILA S.p.A. | Line-by-line | 0.00% | |
| Renoir Midco Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Renoir Topco Ltd | Line-by-line | 0.00% | |
| Renoir Bidco Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Renoir Midco Ltd | Line-by-line | 0.00% | |
| Daler Rowney Group Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Renoir Bidco Ltd | Line-by-line | 0.00% | |
| FILA Benelux SA Daler Rowney Ltd |
Belgium UK |
EU EU |
2016 2016 |
0.00% 0.00% |
100.00% 100.00% |
100.00% Renoir Bidco Ltd Daler Rowney Ltd 100.00% Renoir Bidco Ltd |
Line-by-line Line-by-line |
0.00% 0.00% |
|
| Longbeach Arts Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Group Ltd | Line-by-line | 0.00% | |
| Daler Board Company Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Group Ltd | Line-by-line | 0.00% | |
| Daler Holdings Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Longbeach Arts Ltd | Line-by-line | 0.00% | |
| Daler Designs Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Board Company Ltd | Line-by-line | 0.00% | |
| Daler Rowney GmbH | Germany | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Ltd | Line-by-line | 0.00% | |
| Lukas-Nerchau GmbH | Germany | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney GmbH | Line-by-line | 0.00% | |
| Nerchauer Malfarben GmbH | Germany | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney GmbH | Line-by-line | 0.00% | |
| Lastmill Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Ltd | Line-by-line | 0.00% | |
| Rowney & Company Pencils Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Ltd | Line-by-line | 0.00% | |
| Rowney (Artists Brushes) Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Ltd | Line-by-line | 0.00% | |
| Daler Rowney USA Ltd | USA | NA | 2016 | 0.00% | 100.00% | 100.00% Daler Rowney Group Ltd | Line-by-line | 0.00% | |
| Brideshore srl St. Cuthberts Holding Limited |
Dominican Rep. UK |
CSA EU |
2016 2016 |
0.00% 100.00% |
100.00% 0.00% |
100.00% Daler Rowney Ltd 100.00% FILA S.p.A. |
Line-by-line Line-by-line |
0.00% 0.00% |
|
| St. Cuthberts Mill Limited Fila Iberia S. L. |
UK Spain |
EU EU |
2016 2016 |
0.00% 0.00% |
100.00% 99.99% |
100.00% St. Cuthberts Holding Limited 99.99% F.I.L.A. Hispania S.L. |
Line-by-line Line-by-line |
0.00% 0.01% |
|
| Eurholdam USA Inc. | USA | NA | 2016 | 100.00% | 0.00% | 100.00% FILA S.p.A. | Line-by-line | 0.00% | |
| Canson Inc. | USA | NA | 2016 | 0.00% | 100.00% | 100.00% Eurholdam USA Inc. | Line-by-line | 0.00% | |
| Canson SAS | France | EU | 2016 | 100.00% | 0.00% | 100.00% FILA S.p.A. | Line-by-line | 0.00% | |
| Canson Brasil I.P.E. LTDA | Brasil | CSA | 2016 | 0.19% | 99.81% | 100.00% Canson SAS | Line-by-line | 0.00% | |
| Lodi 12 SAS | France | EU | 2016 | 100.00% | 0.00% | FILA S.p.A. 100.00% FILA S.p.A. |
Line-by-line | 0.00% | |
| Canson Australia PTY LTD | Australia | RM | 2016 | 0.00% | 100.00% | 100.00% Lodi 12 SAS | Line-by-line | 0.00% | |
| Canson Qingdao Ltd. | China | AS | 2016 | 0.00% | 100.00% | 100.00% Lodi 12 SAS | Line-by-line | 0.00% | |
| Canson Italy | Italy | EU | 2016 | 0.00% | 100.00% | 100.00% Lodi 12 SAS | Line-by-line | 0.00% | |
| FILA Art Products AG | Switzerland | EU | 2017 | 52.00% | 0.00% | 52.00% FILA S.p.A. | Line-by-line | 48.00% | |
| Pioneer Stationery Pvt Ltd. | India | AS | 2015 | 0.00% | 51.00% | 51.00% DOMS Industries Pvt Ltd | Equity | 49.00% | |
| Uniwrite Pens and Plastics Pvt Ltd | Inida | AS | 2016 | 0.00% | 35.00% | 35.00% DOMS Industries Pvt Ltd | Equity | 65.00% |
1 - EU - Europe; NA - North America; CSA - Central-South America; AS - Asia; RW - Rest of World
2 - Although not holding more than 50% of the share capital considered a subsidiary under IFRS 10
3- During 2017 the name of the indian company Writefine Products private Limited was changed in DOMS Industries Pvt Ltd
Atypical and/or unusual transactions
In accordance with Consob Communication of July 28, 2006, during 2017 the F.I.L.A. Group did not undertake any atypical and/or unusual transactions as defined by this communication, whereby atypical and/or unusual transactions refers to transactions which for size/importance, nature of the counterparties, nature of the transaction, method in determining the transfer price or time period (close to the period-end) may give rise to doubts in relation to: the correctness/completeness of the information in the financial statements, conflicts of interest, the safeguarding of the company's assets and the protection of non-controlling shareholders.
The Board of Directors THE CHAIRMAN Mr. Gianni Mion
Statement of the Manager in Charge and Corporate Bodies
Auditors' Report
FILA S.p.A.
Via XXV Aprile, 5 20016 PERO (MILANO) www.fila.it - [email protected] Tel. +39 02 38 105.1 Fax +39 02 35 38 546