AI assistant
Fila — Interim / Quarterly Report 2018
Nov 23, 2018
4343_ir_2018-11-23_be7b7d86-141b-4148-9dcd-186ec8a84b78.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Interim financial report September 30, 2018
(Translation from the Italian original which remains the definitive version)
F.I.LA. GROUP INTERIM FINANCIAL REPORT AT SEPTEMBER 30, 2018
F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.
Via XXV Aprile 5 Pero (MI)
| General information 4 |
|
|---|---|
| Corporate bodies4 | |
| Overview of the F.I.L.A. Group5 | |
| Directors' report 7 |
|
| Financial highlights7 | |
| Key financial figures9 | |
| Normalised financial performance9 | |
| Business seasonality12 | |
| Financial position13 | |
| Net financial debt and cash flows16 | |
| Segment reporting19 | |
| Geographical segments – Statement of financial position 20 |
|
| Geographical segments – Statement of comprehensive income 21 |
|
| Geographical segments – Other information 22 |
|
| Key events of the reporting period23 | |
| Events after the reporting period25 | |
| Outlook 26 |
|
| Related party transactions26 | |
| Condensed interim consolidated financial statements as at and for the nine months ended September 30, 2018 28 |
|
| Interim consolidated financial statements28 |
|
| Statement of financial position 28 |
|
| Statement of comprehensive income 29 |
|
| Statement of changes in equity 30 |
|
| Statement of cash flows31 | |
| Statement of financial position with indication of related party transactions pursuant to Consob | |
| resolution no. 15519 of July 27, 200633 | |
| Statement of comprehensive income with indication of related party transactions pursuant to | |
| Consob resolution no. 15519 of July 27, 2006 34 |
|
| Notes35 | |
| Attachments90 | |
| Attachment 1 - Related party transactions90 |
|
| Attachment 2 - List of consolidated companies and other equity investments92 |
|
| Atypical and/or unusual transactions93 | |
DIRECTORS' REPORT
General information
Board of directors
| Chairman | Gianni Mion |
|---|---|
| Honorary chairman | Alberto Candela |
| Chief executive officer | Massimo Candela |
| Executive director | Luca Pelosin |
| Director (**) | Filippo Zabban |
| Director (**) | Annalisa Barbera |
| Director ()(**) | Gerolamo Caccia Dominioni |
| Director (*) | Francesca Prandstraller |
| Director (*) | Paola Bonini |
(*) Independent director in accordance with article 148 of the Consolidated Finance Act and article 3 of the code of conduct. (**) Non-executive director. (***) Lead independent director.
Control and risk committee
Gerolamo Caccia Dominioni Paola Bonini Filippo Zabban
Board of statutory auditors
| Chairman | Gianfranco Consorti |
|---|---|
| Standing auditor | Elena Spagnol |
| Standing auditor | Pietro Michele Villa |
| Alternate auditor | Stefano Amoroso |
| Alternate auditor | Sonia Ferrero |
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.
At the reporting date, the F.I.L.A. Group has 22 production facilities and 39 subsidiaries. It employs over 9,500 people and is a byword for creativity in many countries thanks to its brands (GIOTTO, DAS, LYRA, Canson, Maimeri, Daler & Rowney Lukas, Ticonderoga, Pacon, Strathmore and Princeton).
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: Adica Pongo (Italy) in 1994, the Dixon Ticonderoga Group (USA) in 2005, the LYRA Group (Germany) in 2008, Lapiceria Mexicana (Mexico) in 2010, Licyn (Brazil) in 2012 and the Maimeri business unit in 2012. In addition to these transactions, upon the completion of a project, which began with the acquisition of a non-controlling interest in 2011, control over DOMS Industries Pvt Ltd (India) was obtained in 2015.
In 2016, the F.I.L.A. Group focused upon development through strategic art and 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 materials and accessories on the arts and crafts market since 1783, 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 artists 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.
In June 2018, through its US subsidiary Dixon Ticonderoga Co. (USA), F.I.L.A. S.p.A. consolidated its role as a leading player on the US market with the acquisition of the US Pacon Group, which through brands such as Pacon, Riverside, Strathmore and Princeton, is a leader in the US schools and arts and crafts sectors.
Directors' report
Financial highlights
The F.I.L.A. Group's financial highlights as at and for the nine months ended September 30, 2018 are as follows:
| Normalisations | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| €'000 | Q3 2018 % of revenue | Q3 2017 % of revenue | Change 2018 - 2017 |
of which: IFRS 15 effect (3) |
of which: IFRS 9 effect (3) |
of which: non-recurring |
|||
| Core business revenue | 437,481 | 100.0% | 391,548 | 100.0% | 45,933 | 11.7% | (4,078) | - | |
| Gross operating profit (1) | 61,497 | 14.1% | 62,018 | 15.8% | (521) | -0.8% | (616) | - | |
| Operating profit | 42,617 | 9.7% | 47,855 | 12.2% | (5,238) | -10.9% | (616) | (1,314) | |
| Net financial expense | (19,321) | -4.4% | (11,346) | -2.9% | (7,975) | -70.3% | 616 | - | |
| Total income taxes | (12,143) | -2.8% | (12,400) | -3.2% | 257 | 2.1% | - | 262 | |
| Profit attributable to the owners of the parent | 10,054 | 2.3% | 22,952 | 5.9% | (12,898) | -56.2% | - | (1,052) | |
| Earnings per share (€ cents) | |||||||||
| basic | 0.24 | 0.56 | |||||||
| diluted | 0.24 | 0.55 | |||||||
| NORMALISED - €'000 | Q3 2018 % of revenue | Q3 2017 % of revenue | Change 2018 - 2017 |
of which: Pacon Group (4) |
|||||
| Core business revenue | 441,559 | 100.0% | 391,548 | 100.0% | 50,011 | 12.8% | 70,531 | ||
| Gross operating profit (1) | 73,605 | 16.7% | 67,959 | 17.4% | 5,646 | 8.3% | 11,851 | ||
| Operating profit | 56,039 | 12.7% | 53,796 | 13.7% | 2,243 | 4.2% | 9,259 | ||
| Net financial expense | (18,560) | -4.2% | (12,336) | -3.2% | (6,224) | -50.5% | (1,957) | ||
| Total income taxes | (13,717) | -3.1% | (12,829) | -3.3% | (888) | -6.9% | (1,895) | ||
| Profit attributable to the owners of the parent | 22,542 | 5.1% | 27,474 | 7.0% | (4,932) | -18.0% | 5,407 | ||
| Earnings per share (€ cents) | |||||||||
| basic | 0.55 | 0.67 | |||||||
| diluted | 0.54 | 0.65 | |||||||
| €'000 | Q3 2018 | Q3 2017 | Change 2018 - 2017 |
||||||
| Cash flows from operating activities | (11,184) | (29,271) | 18,087 | ||||||
| Investments | 14,918 | 15,289 | (371) | ||||||
| % of revenue | 3.4% | 3.9% | |||||||
| €'000 | September 30, 2018 |
December 31, 2017 |
Change 2018 - 2017 |
of which: IFRS 9 effect (3) |
of which: Pacon Group (4) |
||||
| Net invested capital | 841,235 | 479,191 | 362,044 | (2,209) | 177,541 | ||||
| Net financial debt (4) | (591,263) | (239,614) | (351,649) | - | (69,106) | ||||
| Equity | (249,972) | (239,577) | (10,395) | 2,209 | (108,435) |
(1) Gross operating profit (loss) is the operating profit (loss) before amortisation and depreciation and impairment losses.
(2) Indicator of the net financial structure, calculated as the aggregate of the current and non-current financial liabilities, net of cash and cash equivalents and current financial assets and loan assets provided to third parties classified as non-current. 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 September 30, 2018 amount to €4,814 thousand, of which €442 thousand included in the calculation of the net financial position; therefore the F.I.L.A. Group financial indicator does not match, for this amount, the net financial position as defined in the above-mentioned Consob communication. For further details, see paragraph 'Financial Overview" of the Report below.
(4) Please refer to Annex 4 - "Business Combinations" for more information about the effects related to the first consolidation of Pacon Group. (3)The Group has adopted IFRS 15 and IFRS 9 for the first time on January 1, 2018. According to first time adoption methods, the comparative information has not been restated. Please refer to the Annex - "Change of accounting standards - Impact of IFRS 15 and IFRS 9 on the consolidated financial statements" for more information about the effects related to the application of the new standards.
2018 normalisations:
- the Q3 2018 adjustments to core business revenue relate to the FTA of IFRS 15. The reclassification led to a decrease of €4.1 million in revenue;
- the Q3 2018 normalised gross operating profit is net of non-recurring operating costs of roughly €12.1 million, mainly relating to consulting services supporting the mergers and acquisitions carried out by the group in the first nine months of 2018 and, for the remainder, the effect of the FTA of IFRS 15 (€0.6 million);
- the normalised operating profit for the period includes the impairment losses on financial assets of €1.3 million recognised following the FTA of IFRS 9;
- normalised net financial expense includes financial fees and expense incurred to fund the mergers and acquisitions carried out during the period;
- the group's normalised profit for the period includes the above adjustments, net of the tax effect.
2017 normalisations:
- the Q3 2017 normalised gross operating profit is net of non-recurring operating costs of roughly €5.9 million, mainly relating to the group's reorganisation plans and the stock grant plan involving some of the group's employees;
- normalised net financial expense includes the gain of roughly €1 million realised by Lyra KG (Germany) on the sale of a 30% investment in FILA Nordic AB (Sweden);
- the group's normalised profit for the period includes the above adjustments, net of the tax effect.
Key financial figures
The F.I.L.A. Group's key financial figures as at and for the nine months ended September 30, 2018 are as follows:
Normalised financial performance
The group's gross operating profit for the first nine months of 2018 rose by 8.3% compared to the corresponding period of 2017 (down by 5.8% at constant exchange rates and net of the effect of business combinations).
| NORMALISED - €'000 | Q3 2018 |
% of revenue* |
Q3 2017 |
% of Q3 2018 - Q3 2017 change revenue* |
||
|---|---|---|---|---|---|---|
| Core business revenue | 441,559 | 100% | 391,548 | 100% | 50,011 | 12.8% |
| Other revenue and income | 6,199 | 16,547 | (10,348) | -62.5% | ||
| Total revenue | 447,758 | 408,095 | 39,663 | 9.7% | ||
| Total operating costs | (374,153) | -84.7% | (340,136) | -86.9% | (34,017) | -10.0% |
| Gross operating profit | 73,605 | 16.7% | 67,959 | 17.4% | 5,646 | 8.3% |
| Amortisation, depreciation and impairment losses | (17,566) | -4.0% | (14,163) | -3.6% | (3,403) | -24.0% |
| Operating profit | 56,039 | 12.7% | 53,796 | 13.7% | 2,243 | 4.2% |
| Net financial expense | (18,560) | -4.2% | (12,336) | -3.2% | (6,224) | -50.5% |
| Pre-tax profit | 37,479 | 8.5% | 41,460 | 10.6% | (3,981) | -9.6% |
| Income taxes | (13,717) | -3.1% | (12,829) | -3.3% | (888) | -6.9% |
| Profit from continuing operations | 23,762 | 5.4% | 28,631 | 7.3% | (4,869) | -17.0% |
| Profit for the period | 23,762 | 5.4% | 28,631 | 7.3% | (4,869) | -17.0% |
| Profit for the period attributable to non-controlling | 1,220 | 0.3% | 1,157 | 0.3% | 63 | 5.4% |
| interests Profit for the period attributable to the owners of the |
22,542 | 5.1% | 27,474 | 7.0% | (4,932) | -18.0% |
parent *Core business revenue
The main changes compared to the nine months ended September 30, 2017 are summarised below:
Core business revenue rose by €50,011 thousand, or 12.8%, to €441,559 thousand.
On a like-for-like basis, core business revenue is in line with the corresponding period of the previous year, down by €236 thousand, or 0.06%, calculated by eliminating exchange losses of approximately €20,284 thousand (mainly due to the depreciation of the US dollar, the Indian rupee and the South American currencies), the effect of business combinations of roughly €70,531 thousand and the effect of FTA of IFRS 15 of approximately €4,078 thousand. The growth was mostly seen in Asia (€10,668 thousand, +23.24% mainly due to the Indian subsidiary), and Central-South America (€5,522 thousand, +11.85%, especially in Mexico, Chile, Argentina and Brazil). It was offset by a decrease in turnover in North America (€9,388 thousand; -7.64%), in Europe (€6,210 thousand; -3.60%, Italy and France) and rest of world (€828 thousand; -22.07%, Australia).
The pie charts below break down the group's revenue by "strategic segment" in order to better present the group's operating performance:
Other revenue and income of €6,199 thousand fell by €10,348 thousand compared to the corresponding period of the previous year, mainly attributable to smaller exchange gains on commercial transactions.
Operating costs increased by €34,017 thousand to €374,153 thousand, principally caused by business combinations, partially offset by the depreciation of the currencies used by the main group companies against the Euro. Moreover, raw material prices rose in the third quarter, especially pulp, packaging and cedar wood, as did transport costs (especially in the USA) and overheads (in India and Mexico, as a result principally of the increase in the workforce, and those incurred by the parent for the implementation of the SAP system).
The gross operating profit of €73,605 thousand increased by €5,646 thousand compared to the first nine months of 2017 (+8.3%). On a like-for-like basis, it decreased by 5.79%, principally due to the variations in operating costs and larger exchange losses on commercial transactions.
Amortisation, depreciation and impairment losses rose by €3,403 thousand, chiefly due to higher amortisation and depreciation as a result of business combinations.
Net financial expense increased by €6,224 thousand, mostly due to the higher borrowing costs related to the new credit facility taken out to acquire the Pacon Group.
The normalised income taxes totalled €13,717 thousand, showing an increase of €888 thousand on the first nine months of 2017.
Net of the profit attributable to non-controlling interests, the group made a profit of €22,542 thousand for the nine months ended September 30, 2018, compared to €27,474 thousand for the corresponding period of the previous year.
Business seasonality
The group's operations are affected by the business' seasonal nature, as reflected in the consolidated results.
The quarterly breakdown of profit or loss shows the concentration of sales in the second and third quarters in conjunction with the "schools' campaign". Specifically, significant sales are made through the traditional "school suppliers" channel in June and through the "retailers" channel in August.
| 2017 | 2018 | 2018 - Net of business combinations |
||||||
|---|---|---|---|---|---|---|---|---|
| €'000 | Q1 2017 | H1 2017 | Q3 2017 | 2017 | Q1 2018 | H1 2018 | Q3 2018 | Q3 2018 |
| Core business revenue | 117,613 | 260,543 | 391,548 | 510,354 | 104,796 | 259,140 | 437,481 | 366,950 |
| % of entire year | 23.05% | 51.05% | 76.72% | 100.00% | 100.00% | |||
| Gross operating profit | 16,072 | 38,988 | 62,018 | 73,124 | 15,511 | 34,548 | 61,497 | 49,981 |
| % of revenue | 13.67% | 14.96% | 15.84% | 14.33% | 14.80% | 13.33% | 14.06% | 13.62% |
| % of entire year | 21.98% | 53.32% | 84.81% | 100.00% | ||||
| Normalised gross operating profit | 17,106 | 43,846 | 67,959 | 80,605 | 16,200 | 44,602 | 73,605 | 61,754 |
| % of revenue | 14.54% | 16.83% | 17.36% | 15.79% | 15.46% | 17.21% | 16.82% | 16.83% |
| % of entire year | 21.22% | 54.40% | 84.31% | 100.00% | ||||
| Net financial debt | (255,852) | (285,584) | (276,466) | (239,614) | (269,878) | (612,657) | (591,263) | NA |
The Q3 2018 and 2017 key financial figures are reported below:
Financial position
| September 30, | December 31, | Change | |
|---|---|---|---|
| €'000 | 2018 | 2017 | 2018 - 2017 |
| Intangible assets | 418,376 | 208,091 | 210,285 |
| Property, plant and equipment | 99,882 | 88,355 | 11,527 |
| Non-current financial assets | 5,196 | 4,725 | 471 |
| Net non-current assets | 523,454 | 301,171 | 222,283 |
| Net other non-current assets | 18,132 | 15,564 | 2,568 |
| Inventories | 262,643 | 178,699 | 83,944 |
| Trade receivables and other assets | 209,784 | 132,768 | 77,016 |
| Trade payables and other liabilities | (112,508) | (96,263) | (16,245) |
| Net other current assets (liabilities) | (1,251) | 241 | (1,492) |
| Net working capital | 358,668 | 215,445 | 143,223 |
| Provisions | (59,019) | (52,989) | (6,030) |
| Net invested capital | 841,235 | 479,191 | 362,044 |
| Equity | (249,972) | (239,577) | (10,395) |
| Net financial debt | (591,263) | (239,614) | (351,649) |
| Net sources of funds | (841,235) | (479,191) | (362,044) |
The F.I.L.A. Group's financial highlights as at September 30, 2018 are as follows:
The group's net invested capital at September 30, 2018 of €841,235 thousand mainly includes net noncurrent assets of €523,454 thousand, which increased by €222,283 thousand on December 31, 2017, and net working capital of €358,668 thousand, which increased by €143,223 thousand on December 31, 2017.
Intangible assets rose by €210,285 thousand at September 30, 2018 compared to December 31, 2017, mainly due to the change in the consolidation scope. The acquisition of the Pacon Group led to an increase of €97,196 thousand in intangible assets and the preliminary recognition of goodwill of €114,038 thousand, pending the completion of the PPA procedure.
Property, plant and equipment increased by €11,257 thousand at September 30, 2018 compared to December 31, 2017. The increase is due to the acquisition of the Pacon Group (which contributed €11,157 thousand at the consolidation date) and the net investments of €11,230 thousand made principally by DOMS Industries Pvt Ltd (India), Canson SAS (France) and Grupo F.I.L.A. - Dixon, S.A. de C.V. (Mexico) during the period for the extension and upgrading of the local production and logistic facilities. The overall increase was mainly offset by depreciation of €9,489 thousand.
Non-current financial assets increased by €471 thousand compared to December 31, 2017, mainly due to the fair value gains on derivatives hedging the credit facility taken out by the parent and Dixon Ticonderoga Company (USA) to acquire the Pacon Group and to repay a previous facility agreed by Fila in 2016. At September 30, 2018, the fair value of those derivatives was €1,468 thousand, including
€402 thousand relating to F.I.L.A. S.p.A. and €1,066 thousand relating to Dixon Ticonderoga Company (USA). The increase is partially offset by the termination of hedging derivatives (IRSs) of €1,053 thousand recognised by the parent, F.I.L.A. S.p.A., following the repayment of the underlying loan.
The increase in net working capital of €143,223 thousand is due to the following:
- "Inventories" the €83,944 thousand increase is due to the consolidation of the Pacon Group (which contributed €56,815 thousand at the acquisition date) and the rise in volume in line with sales forecasts. The increase especially related to the US subsidiaries Dixon Ticonderoga Company and Canson Inc., Daler Rowney Ltd (United Kingdom), Canson SAS (France) and DOMS Industries Pvt Ltd (India);
- "Trade receivables and other assets" the €77,016 thousand increase is due to the consolidation of the Pacon Group (which contributed €45,293 thousand at the acquisition date) and the business seasonal trends, with trade receivables reaching their peak in the central months of the year, consistently with the turnover trend. The increase especially related to F.I.L.A. S.p.A., Dixon Ticonderoga Company (USA), Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico) and the Spanish subsidiaries F.I.L.A. Hispania S.L. and F.I.L.A. Iberia S.L.. The application of IFRS 9 led to the recognition of a fair value loss of €3,374 thousand;
- "Trade payables and other liabilities" the €16,245 thousand increase is mainly due to the consolidation of the Pacon Group (which contributed €15,766 thousand at the acquisition date).
The increase of €6,030 thousand in provisions is principally due to the following:
- a €1,363 thousand increase in the provisions for risks and charges mainly resulting from the change in the consolidation scope;
- a €5,209 thousand increase in deferred tax liabilities, again principally resulting from the acquisition of the Pacon Group, which contributed €4,359 thousand at the consolidation date;
- a €542 thousand decrease in employee benefits principally attributable to actuarial gains recognised by Daler Rowney Ltd (United Kingdom) during the period.
Equity rose by €10,395 thousand to €249,972 thousand at September 30, 2018. Net of the profit for the period of €11,153 thousand (including €1,099 thousand attributable to non-controlling interests), the residual increase mainly comprises exchange gains (€2,763 thousand), fair value gains on derivatives (€428 thousand) recognised by F.I.L.A. S.p.A., Dixon Ticonderoga Company (USA) and Canson SAS (France), the increase in the share-based premium reserve (€391 thousand), the increase in the actuarial reserve (€699 thousand) and the negative effect of the FTA of IFRS 9 (€1,157 thousand).
The group's net financial debt amounts to €591,263 thousand, up by €351,649 thousand on December 31, 2017. Reference should be made to the "Net financial debt and cash flows" section for further information.
Net financial debt and cash flows
The group's net financial debt at September 30, 2018 and cash flows for the period then ended are summarised in the following to complete the discussion about its financial position and financial performance.
Net financial debt amounts to €591,623 thousand at September 30, 2018.
| September 30, | December 31, | Change | |
|---|---|---|---|
| €'000 | 2018 | 2017 | 2018 - 2017 |
| Cash A |
206 | 67 | 139 |
| Cash equivalents B |
44,835 | 38,491 | 6,344 |
| Securities held for trading C |
- | - | - |
| D Cash and cash equivalents ( A + B + C) | 45,041 | 38,558 | 6,483 |
| E Current financial assets | 584 | 419 | 165 |
| Current bank loans and borrowings F |
(91,221) | (72,724) | (18,497) |
| Current portion of non-current debt G |
(21,215) | (18,710) | (2,505) |
| Other current loans and borrowings H |
(199) | (8,239) | 8,040 |
| I Current financial debt ( F + G + H ) |
(112,635) | (99,673) | (12,962) |
| J Net current financial debt (I + E+ D) |
(67,010) | (60,696) | (6,314) |
| Non-current bank loans and borrowings K |
(523,585) | (178,420) | (345,165) |
| Bonds issued L |
- | - | - |
| M Other non-current loans and borrowings | (1,110) | (504) | (606) |
| N Non-current financial debt ( K + L + M ) | (524,695) | (178,924) | (345,771) |
| O Net financial debt (J+N) | (591,705) | (239,620) | (352,085) |
| P Loans issued to third parties |
442 | 6 | 436 |
| Q Net financial debt (O + P) - F.I.L.A. Group | (591,263) | (239,614) | (351,649) |
| Note: |
1) Net financial debt calculated at point "O" complies with the requirements of Consob communication no. 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 that calculated in accordance with the above communication by €442 thousand in relation to the non-current portion of loans granted to third parties by Omyacolor S.A and Pacon Corporation.
2) At September 30, 2018, there were no transactions with related parties which impacted the net financial debt.
Net financial debt increased by €351,649 thousand from €239,614 thousand at December 31, 2017. The worsening may be explained through the statement of cash flows:
| Q3 2018 | Q3 2017 | |
|---|---|---|
| €'000 | ||
| Operating profit | 42,617 | 47,855 |
| Non-monetary adjustments | 21,484 | 18,583 |
| Addition for income taxes | (11,580) | (10,887) |
| Cash flows from operating activities before changes in net working capital | 52,521 | 55,551 |
| Change in net working capital | (62,495) | (81,411) |
| Change in inventories | (25,498) | (15,919) |
| Change in trade receivables and other assets | (34,175) | (64,752) |
| Change in trade payables and other liabilities | (94) | 1,770 |
| Change in net other current liabilities | (2,727) | (2,510) |
| Net cash flows used in operating activities | (9,974) | (25,860) |
| Investments in property, plant and equipment and intangible assets | (14,918) | (15,289) |
| Interest income | (79) | 72 |
| Net increase/decrease in equity investments | (215,188) | 806 |
| Net cash flows used in investing activities | (230,185) | (14,411) |
| Change in equity | (3,879) | (3,833) |
| Financial expense | (19,582) | (6,700) |
| Net cash flows used in financing activities | (23,461) | (10,533) |
| Other changes | 1,087 | (684) |
| Total net cash flows | (262,532) | (51,488) |
| Exchange losses | (2,393) | (2,277) |
| Net financial position (debt) from business combinations | (86,724) | 736 |
| Change in net financial debt | (351,649) | (53,029) |
The net cash flows used in operating activities of €9,974 thousand for the nine months ended September 30, 2018 (compared to €25,860 thousand in the corresponding period of 2017) are due to:
- inflows of €52,521 thousand (Q3 2017: €55,551 thousand) coming from the operating profit, calculated as the difference of monetary revenue and monetary operating costs plus other monetary operating items, excluding financial items;
- outflows of €62,495 thousand (Q3 2017: €81,411 thousand) attributable to the business seasonal effect on working capital trends, which resulted in an increase in inventories, trade receivables and other assets.
Investing activities used net cash flows of €230,185 thousand (Q3 2018: €14,411 thousand), including:
- outflows of €215,188 thousand for the acquisition of the Pacon Group by the US subsidiary Dixon Ticonderoga Company (USA);
- outflows of €14,918 thousand for investments in property, plant and equipment and intangible assets (Q3 2017: €15,289 thousand) principally made by DOMS Industries Pvt Ltd (India), Canson SAS (France) and Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico).
Financing activities used net cash flows of €23,461 thousand (Q3 2017: €10,533 thousand), including:
- outflows of €19,582 thousand (Q3 2017: €6,700 thousand) for interest and other financial expense incurred by the group companies in connection with loans and credit facilities, mainly relating to F.I.L.A. S.p.A. (Italy) and Dixon Ticonderoga Company (USA), which incurred one-off costs of €7,045 thousand for a new credit facility, and Grupo Fila – Dixon, S.A. de C.V. (Mexico);
- outflows of €3,879 thousand (Q3 2017: €3,833 thousand) for the distribution of dividends to the shareholders of F.I.L.A. S.p.A. and the non-controlling investors in group companies.
Net of exchange losses of €2,393 thousand and the net financial debt of €86,724 thousand arising from changes in the consolidation scope, the increase in the group's net financial debt would have been €351,649 thousand (Q3 2017: €53,029 thousand).
Changes in net cash and cash equivalents are detailed below:
| €'000 | September 30, 2018 |
December 31, 2017 |
|---|---|---|
| Opening balance | 20,425 | 53,973 |
| Cash and cash equivalents Bank overdrafts |
38,558 (18,133) Closing |
59,519 (5,546) |
| Closing balance | 31,887 | 20,425 |
| Cash and cash equivalents Bank overdrafts |
45,041 (13,154) |
38,558 (18,133) |
Segment reporting
The group's segment reporting is in line with IFRS 8, which became mandatory on 1 January 2009. IFRS 8 requires an entity to base segment reporting on internal reporting, which is regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess performance.
Geographical segments are the primary basis of analysis and of decision-making by the F.I.L.A. Group's management, therefore, fully in line with the internal reporting prepared for these purposes.
The group's products are similar in terms of quality and production, target market, profit margins, sales networks and customers, even with reference to the different brands which the group markets. Accordingly, there is no diversification by business segments in consideration of the substantial uniformity of the risks and benefits relating to the products produced by the F.I.L.A. Group.
The accounting policies applied to segment reporting are in line with those used for the preparation of the condensed interim consolidated financial statements.
Segment reporting is, therefore, based on the location of operations ("entity locations"), broken down as follows: "Europe", "North America", "Central and South America" and "Rest of world". The "Rest of world" segment includes the subsidiaries in South Africa and Australia.
The group's segment reporting aggregates companies by geographical segment on the basis of the operating location.
Reference should be made to the "List of consolidated companies and other equity investments" section for information on the allocation of the group companies to the geographical segments.
The segment reporting required by IFRS 8 is presented below.
Geographical segments – Statement of financial position
The group's key statement of financial position figures broken down by geographical segment at September 30, 2018 and December 31, 2017, are reported below:
| #NAME? | |||||||
|---|---|---|---|---|---|---|---|
| September 30, 2018 | Europe | North | Central & South | Asia | Rest | Consolidation | Total |
| €'000 | America | America | of world | ||||
| Intangible assets | 118,934 | 236,224 | 3,414 | 59,775 | 105 | (76) | 418,376 |
| Property, plant and equipment | 52,575 | 13,956 | 7,530 | 25,678 | 143 | 99,882 | |
| Total intangible assets and property, plant and equipment | 171,509 | 250,180 | 10,944 | 85,453 | 248 | (76) | 518,258 |
| of which: intragroup | (76) | 0 | |||||
| Inventories | 85,706 | 120,006 | 33,551 | 25,405 | 2,939 | (4,964) | 262,643 |
| Trade receivables and other assets | 111,477 | 88,811 | 61,046 | 16,185 | 1,161 | (68,896) | 209,784 |
| Trade payables and other liabilities | (92,635) | (45,755) | (18,589) | (19,329) | (3,059) | 66,859 | (112,508) |
| Net other current assets (liabilities) | (228) | (927) | 446 | (709) | 167 | (1,251) | |
| Net working capital | 104,320 | 162,135 | 76,454 | 21,552 | 1,208 | (7,001) | 358,668 |
| of which: intragroup | (4,383) | (1,629) | (658) | (215) | (116) | ||
| Net financial debt | (275,443) | (269,115) | (41,390) | (693) | (4,938) | 316 | (591,263) |
| of which: intragroup | 284 | 32 | |||||
| December 31, 2017 | |||||||
| Europe | North America |
Central - South America |
Asia | Rest of world |
Consolidation | Total | |
| €'000 Intangible assets |
124,612 | 16,941 | 3,746 | 62,760 | 108 | (76) | 208,091 |
| Property, plant and equipment | 53,216 | 2,571 | 6,338 | 25,973 | 257 | 88,355 | |
| Total intangible assets and property, plant and equipment | 177,828 | 19,512 | 10,084 | 88,733 | 365 | (76) | 296,446 |
| of which: intragroup | (76) | ||||||
| Inventories | 76,251 | 48,103 | 31,761 | 26,074 | 3,166 | (6,656) | 0 178,699 |
| Trade receivables and other assets | 78,285 | 44,305 | 55,515 | 11,595 | 1,189 | (58,121) | 132,768 |
| Trade payables and other liabilities | (89,969) | (24,226) | (21,166) | (16,324) | (2,858) | 58,280 | (96,263) |
| Net other current assets (liabilities) | (277) | 1,077 | (411) | (148) | 241 | ||
| Net working capital | 64,290 | 69,259 | 65,699 | 21,197 | 1,497 | (6,497) | 215,445 |
| of which: intragroup | (2,461) | (2,720) | (631) | (449) | (234) | ||
| Net financial debt | (181,937) | (22,207) | (28,537) | (2,571) | (4,479) | 117 | (239,614) |
| of which: intragroup | 117 | ||||||
| September 30, 2018 LIKE-FOR-LIKE BASIS |
Europe | North | Central - South | Asia | Rest | Consolidation | Total |
| €'000 | America | America | of world | ||||
| Intangible assets | 115,144 | 27,431 | 3,414 | 58,956 | 105 | (76) | 204,974 |
| Property, plant and equipment | 52,269 | 3,065 | 7,530 | 25,678 | 143 | 88,685 | |
| Total intangible assets and property, plant and equipment | 167,413 | 30,496 | 10,944 | 84,634 | 248 | (76) | 293,659 |
| of which: intragroup | (76)0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Inventories | 83,224 | 69,602 | 33,551 | 25,405 | 2,939 | (4,709) | 210,012 |
| Trade receivables and other assets | 109,726 | 52,688 | 61,046 | 15,909 | 1,161 | (68,291) | 172,239 |
| Trade payables and other liabilities | (91,505) | (33,068) | (18,589) | (19,158) | (3,059) | 66,286 | (99,093) |
| Net other current assets (liabilities) | 208 | 710 | 446 | (668) | 167 | 863 | |
| Net working capital | 101,653 | 89,932 | 76,454 | 21,488 | 1,208 | (6,714) | 284,021 |
| of which: intragroup | (4,383) 0 |
(1,342) 0 |
(658) 0 |
(215) 0 |
(116) 0 |
0 | 0 |
| Net financial debt | (270,247) | (204,789) | (41,390) | (1,077) | (4,938) | 285 | (522,156) |
| of which: intragroup | 285 |
Geographical segments – Statement of comprehensive income
The group's key statement of comprehensive income figures broken down by geographical segment for the nine months ended September 30, 2018 and 2017 are reported below:
| Q3 2018 | Europe | North | Central - South | Asia | Rest of World | Consolidation | Total |
|---|---|---|---|---|---|---|---|
| €'000 | America | America | |||||
| Core business revenue | 217,655 | 186,551 | 70,672 | 83,051 | 2,813 | (123,262) | 437,481 |
| of which intragroup | (53,327) | (14,166) | (24,452) | (31,231) | (87) | ||
| Gross operating profit (loss) | 17,811 | 28,192 | 4,024 | 10,162 | (457) | 1,765 | 61,497 |
| Net financial income (expense) | (40,849) | (1,111) | (5,614) | (284) | (504) | 29,041 | (19,321) |
| of which intragroup | (10,347) | (2,860) | 157 | - | 88 | ||
| Profit (loss) for the period | (36,270) | 17,627 | (3,094) | 4,414 | (1,082) | 29,556 | 11,152 |
| Profit (loss) attributable to non-controlling interests | 157 | - | - | 999 | (57) | 1,099 | |
| Profit (loss) attributable to the owners of the parent | (36,425) | 17,627 | (3,094) | 3,415 | (1,025) | 29,556 | 10,054 |
| Q3 2017 | North | Central - South | Rest of | ||||
| €'000 | Europe | America | America | Asia | world | Consolidation | Total |
| Core business revenue | 230,574 | 136,840 | 74,277 | 74,345 | 3,804 | (128,292) | 391,548 |
| of which: intragroup | (58,086) | (14,027) | (27,685) | (28,439) | (55) | ||
| Gross operating profit (loss) | 26,537 | 21,661 | 5,441 | 7,431 | (1,083) | 2,031 | 62,018 |
| Net financial income (expense) | 5,866 | 544 | (3,156) | (268) | (289) | (14,043) | (11,346) |
| of which: intragroup | 11,672 | 2,596 | (145) | - | (80) | ||
| Profit (loss) for the period | 22,776 | 13,591 | (234) | 2,508 | (1,487) | (13,045) | 24,109 |
| Profit (loss) attributable to non-controlling interests | 268 | - | - | 947 | (58) | 1,157 | |
| Profit (loss) attributable to the owners of the parent | 22,508 | 13,591 | (234) | 1,561 | (1,429) | (13,045) | 22,952 |
| Q3 2018 LIKE-FOR-LIKE BASIS €'000 |
Europe | North America |
Central - South America |
Asia | Rest of world |
Consolidation | Total |
| Core business revenue | 214,191 | 117,477 | 70,672 | 82,619 | 2,813 | (120,822) | 366,950 |
| of which: intragroup | (53,326) | (11,726) | (24,452) | (31,231) | (87) | - | - |
| Gross operating profit (loss) | 17,040 | 17,546 | 4,024 | 10,005 | (457) | 1,823 | 49,981 |
| Net financial income (expense) | (40,546) | 543 | (5,614) | (284) | (504) | 29,041 | (17,364) |
| of which: intragroup | 31,431 | (2,769) | 255 | - | 124 | - | - |
| Profit (loss) for the period | (36,507) | 12,872 | (3,094) | 4,270 | (1,082) | 29,546 | 6,005 |
| Profit (loss) attributable to non-controlling interests | 157 | - | - | 999 | (57) | - | 1,099 |
| Profit (loss) attributable to the owners of the parent | (36,664) | 12,871 | (3,094) | 3,271 | (1,025) | 29,546 | 4,906 |
The table below breaks down the group's revenue by "strategic segment" and "entity location" in accordance with IFRS 15:
| Q3 2018 | Europe | North | Central - South | Asia | Rest of | Total |
|---|---|---|---|---|---|---|
| €'000 | America | America | world | |||
| Fine arts, hobby and figital | 57,262 | 49,105 | 3,154 | 4,078 | 1,844 | 115,443 |
| Industrial | 6,793 | 5,095 | 1,454 | 226 | 2 | 13,570 |
| School and office | 100,275 | 118,185 | 41,612 | 47,516 | 880 | 308,468 |
| Core business revenue | 164,330 | 172,385 | 46,220 | 51,820 | 2,726 | 437,481 |
| Q3 2017 | North | Central - South | Rest of | |||
| €'000 | Europe | America | America | Asia | world | Total |
| Fine arts, hobby and figital | 57,029 | 42,668 | 2,806 | 3,879 | 2,874 | 109,256 |
| Industrial | 6,046 | 5,523 | 1,461 | 6 | - | 13,036 |
| School and office | 109,413 | 74,622 | 42,325 | 42,021 | 875 | 269,256 |
| Core business revenue | 172,488 | 122,813 | 46,592 | 45,906 | 3,749 | 391,548 |
Geographical segments – Other information
The "other information" on the group companies' investments in property, plant and equipment and intangible assets broken down by geographical segment for the nine months ended September 30, 2018 and 2017 is reported below:
| September 30, 2018 €'000 |
Europe | North America |
Central - South America |
Asia | Rest of world | Total |
|---|---|---|---|---|---|---|
| Intangible assets | 3,798 | 51 | 72 | 3 | 3,924 | |
| Property, plant and equipment | 3,609 | 1,205 | 1,981 | 4,177 | 23 | 10,994 |
| Net investments | 7,407 | 1,256 | 1,981 | 4,249 | 25 | 14,918 |
| September 30, 2017 €'000 |
Europe | North America |
Central - South America |
Asia | Rest of world | F.I.L.A. Group |
|---|---|---|---|---|---|---|
| Intangible assets | 1,069 | 19 | 10 | 7 | 1,105 | |
| Property, plant and equipment | 9,209 | 174 | 1,439 | 3,342 | 20 | 14,184 |
| Net investments | 10,278 | 174 | 1,458 | 3,352 | 27 | 15,289 |
Key events of the reporting period
- Considering its and the group's positive financial performance, on January 18, 2018, the parent agreed amendments to the medium to long-term credit facility agreement of a maximum of €236,900 thousand signed with Intesa SanPaolo S.p.A., Mediobanca – Banca di Credito Finanziario S.p.A.. Banca Nazionale del Lavoro S.p.A. and Unicredit S.p.A. on May 12, 2016. The amendments and supplements to the medium to long-term credit facility agreement negotiated with the lending banks improved the terms and conditions for the parent and the other group companies, by reducing the interest expense and lightening the obligations taken on under the financial documentation related to the agreement and the financial covenants. Moreover, the amendments provided the parent with an additional facility of a maximum of €30,000 thousand granted by Banca Popolare di Milano and maturing on February 2, 2022, increasing the total amount available under the credit facility agreement to €266,900 thousand;
- on March 7, 2018, 51% of the share capital of FILA Art and Craft Ltd (Israel), a company involved in the sale of F.I.L.A. writing, art and design products in Israel, was acquired;
- on June 7, 2018, the subsidiary Dixon Ticonderoga Company (USA) acquired 100% of the share capital of Pacon Holding Company ("Pacon") fir an enterprise value of USD325 million and tax benefits of USD15 million. For this purpose, on May 1, 2018, the vehicle FILA Acquisition Company was incorporated, with registered office in Delaware (USA) and wholly owned by Dixon Ticonderoga Company (USA). Completion of the transaction required antitrust clearance as per the Hart-Scott-Rodino Antitrust Improvements Act in the United States of America, which was obtained on May 29, 2018.
The Pacon acquisition confirms the group's internationalisation strategy increasing F.I.L.A.'s access to the world's largest market. In addition, with Pacon, the group will be able to complete its offer in the colouring and paper segment with a wide-ranging portfolio of products and tools for recreational-educational-creative activities aimed at an extremely diversified target.
Incorporated in 1951, Pacon is a leading schools and arts and crafts operator on the US market, headquartered in Appleton, Wisconsin. The range of products includes over 8,500 items produced at eight facilities located in the United States (three in Appleton and three in Neenah, Wisconsin), in Great Britain (one facility in the West Midlands) and in Canada (one facility in Barrie, Ontario). The transaction was funded by a medium to long-term €520 million credit facility granted by a bank syndicate comprising Mediobanca – Banca di Credito Finanziario S.p.A., UniCredit S.p.A. , Banca IMI S.p.A., Banco BPM S.p.A. and Banca Nazionale del Lavoro S.p.A., including the refinancing of the parent's existing debt, and a revolving credit
facility of €50 million to meet any working capital requirements of the group. €150 million of the medium to long-term credit facility will be repaid over five years and the remainder with bullet repayments (€125 million due after five years and €245 million after six years). The financing accrues interest at the 3-month Euribor/Libor plus a spread, respectively for the amount drawn down in Euros and in dollars. In order to strengthen its capital structure, the board of directors resolved to propose that the parent's shareholders approve a capital increase of a maximum of €100 million (including any share premium), offered to the shareholders with right of first refusal and to be used to prepay the group's financial debt. Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking will act as joint global coordinators and joint bookrunners for the proposed share capital increase and have entered into a pre-underwriting agreement pursuant to which they have undertaken, on terms and conditions in line with market practice for similar transactions, to enter into an underwriting agreement for the subscription of any newly issued shares that remain unsubscribed for at the end of the auction period of the offering, for a maximum amount equal to the capital increase. Pacon Group's Q3 2018 revenue and normalised gross operating profit totalled USD190.4 million and USD30.9 million, respectively. These figures were provided by Pacon management and have not been approved by the parent's board of directors or management nor has the parent audited or checked them in any way. They have been included in the interim consolidated financial statements as from the acquisition date and, hence, for €70.5 million and €11.9 million, respectively.
Events after the reporting period
On October 11, 2018, the parent's shareholders resolved the following:
- a capital increase of a maximum of €100,000,000 (including any share premium) against consideration and divisible, to be carried out no later than March 31, 2019 by issuing ordinary and class B shares with regular dividend rights, to be offered to the Issuer's shareholders with right of first refusal pursuant to article 2441.1/2/3 of the Italian Civil Code (the "Capital increase");
- to grant the board of directors the powers to define the following in relation to the Capital increase:
- the timing of the various stages of the Capital increase, including the offer with right of first refusal, in compliance with the applicable laws and the deadline established by the shareholders;
- the unit subscription price of the newly-issued shares (which cannot be lower than the carrying amount of the existing shares) and, possibly, the portion thereof to be allocated to share premium;
- the maximum number of and the ratio between new ordinary shares and new class B shares, as well as the right of first refusal ratio applicable to each existing ordinary and class B share;
- a capital increase of a maximum of USD2,050,000, against consideration and divisible, to be translated into Euros at the exchange rate applicable on the board of directors' approval date of the Capital increase's unit subscription price and, in any case, not exceeding €2,500,000, including any share premium, with a unit subscription price equal to Capital increase's subscription price approved by the board of directors. This capital increase will service the exercise of the warrants granted free of charge to certain managers employed by the subsidiary Pacon Holding Company and, therefore, will exclude the right of first refusal pursuant to article 2441.8 of the Italian Civil Code. It will be carried out no later than December 31, 2025, by issuing the number of ordinary shares that the board of directors will establish after their approval of the Capital increase's subscription price;
- to grant the board of directors the powers to establish the number of warrants and ordinary shares to be issued as part of the capital increase servicing the warrants, based on the ratio between the overall amount of the capital increase and the unit subscription price that will be established for this increase;
With reference to the Pacon acquisition, following the application of the contractually provided for price adjustment, which is principally based on net working capital and net financial debt at the acquisition date, the parent received USD262,194.69 from Pacon's sellers in October.
Furthermore, the group wound up the following non-operating or dormant companies in the fourth quarter of 2018:
- Daler-Rowney USA Limited on October 11, 2018;
- Daler Holdings Limited and Longbeach Arts Limited on October 18, 2018.
Outlook
Management will continue to closely focus on the production, commercial, logistic and IT integration of the recently-acquired entities in the fourth quarter of 2018, which hinges on the introduction of SAP at the main group companies and the streamlining of some of the key warehouses, such as, for example, the construction of a European logistics hub.
Scheduled investments for the current year concern new production plant and machinery and industrial equipment and the rolling out of the SAP system as per the road map.
Related party transactions
Related party transactions, including intragroup transactions, were not atypical or unusual and were part of ordinary transactions. They are carried out at market conditions. Disclosure on related party transactions in the period is provided in the notes to the condensed interim consolidated financial statements, to which reference should be made.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018
Condensed interim consolidated financial statements as at and for the nine months ended September 30, 2018
Interim consolidated financial statements
Statement of financial position
| €'000 | September 30, 2018 | December 31, 2017 | |
|---|---|---|---|
| Assets | 1,071,905 | 675,970 | |
| Non-current assets | 542,115 | 316,837 | |
| Intangible assets | Note 1 | 418,376 | 208,091 |
| Property, plant and equipment | Note 2 | 99,882 | 88,355 |
| Non-current financial assets | Note 3 | 4,814 | 3,918 |
| Equity-accounted investments | Note 4 | 794 | 782 |
| Other equity investments | Note 5 | 31 | 31 |
| Deferred tax assets | Note 6 | 18,218 | 15,660 |
| Current Assets | 529,790 | 359,133 | |
| Current financial assets | Note 3 | 584 | 419 |
| Current tax assets | Note 7 | 11,738 | 8,689 |
| Inventories | Note 8 | 262,643 | 178,699 |
| Trade receivables and other assets | Note 9 | 209,784 | 132,768 |
| Cash and cash equivalents | Note 10 | 45,041 | 38,558 |
| Liabilities and equity | 1,071,905 | 675,970 | |
| Equity | Note 12 | 249,972 | 239,577 |
| Share capital | 37,261 | 37,261 | |
| Reserves | 30,184 | 23,872 | |
| Retained earnings | 148,939 | 138,049 | |
| Profit for the period/year | 10,054 | 15,767 | |
| Equity attributable to the owners of the parent | 226,438 | 214,949 | |
| Equity attributable to non-controlling interests | 23,534 | 24,628 | |
| Non-current liabilities | 579,851 | 229,092 | |
| Non-current financial liabilities | Note 13 | 524,674 | 178,889 |
| Financial instruments | Note 17 | 22 | 35 |
| Employee benefits | Note 14 | 8,194 | 8,736 |
| Provisions for risks and charges | Note 15 | 2,425 | 2,095 |
| Deferred tax liabilities | Note 16 | 44,450 | 39,241 |
| Other liabilities | Note 19 | 86 | 96 |
| Current liabilities | 242,082 | 207,301 | |
| Current financial liabilities | Note 13 | 112,635 | 99,673 |
| Current provisions for risks and charges | Note 15 | 3,950 | 2,917 |
| Current tax liabilities | Note 18 | 12,989 | 8,448 |
| Trade payables and other liabilities | Note 19 | 112,508 | 96,263 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
The group adopted IFRS 15 and IFRS 9 as of January 1, 2018. Based on the first-time adoption elections selected, it did not restate the comparative figures.
Statement of comprehensive income
| Q3 2018 | Q3 2017 | ||
|---|---|---|---|
| €'000 Revenue from sales and services |
|||
| Other revenue and income | Note 20 Note 21 |
437,481 6,199 |
391,548 16,547 |
| Total revenue | 443,680 | 408,095 | |
| Raw Materials, consumables, supplies and goods | Note 22 | (213,745) | (178,377) |
| Services and use of third party assets | Note 23 | (99,120) | (87,223) |
| Other costs | Note 24 | (8,540) | (17,290) |
| Change in raw materials, semi-finished products, work in progress and finished | Note 22 | 25,780 | 17,342 |
| goods Personnel expense |
Note 25 | (86,558) | (80,529) |
| Amortisationand depreciation | Note 26 | (16,610) | (13,304) |
| Impairment losses | Note 27 | (2,270) | (859) |
| Total operating costs | (401,063) | (360,240) | |
| Operating profit | 42,617 | 47,855 | |
| Financial income | Note 28 | 5,498 | 2,700 |
| Financial expense | Note 29 | (24,902) | (14,046) |
| Share of profit of equity-accounted investments | Note 31 | 83 | - |
| Net financial expense | (19,321) | (11,346) | |
| Pre-tax profit | 23,296 | 36,509 | |
| Income taxes | (12,023) | (13,335) | |
| Deferred taxes | (120) | 935 | |
| Total taxes | Note 32 | (12,143) | (12,400) |
| Profit from continuing operations | 11,153 | 24,109 | |
| Profit (loss) from discontinued operations | - | - | |
| Profit for the period | 11,153 | 24,109 | |
| Attributable to: | |||
| Non-controlling interests | 1,099 | 1,157 | |
| Owners of the parent | 10,054 | 22,952 | |
| Other comprehensive income (expense) which may be reclassified subsequently to profit or loss |
3,191 | (13,773) | |
| Exchange gains (losses) recognised in equity | 2,763 | (14,161) | |
| Fair value gains on hedging derivatives | 428 | 388 | |
| Other comprehensive income which may not be reclassified subsequently to profit or loss |
699 | 1,806 | |
| Actuarial gains | 859 | 2,286 | |
| Taxes | (160) | (480) | |
| Other comprehensive income (expense), net of tax effect | 3,890 | (11,967) | |
| Comprehensive income | 15,043 | 12,142 | |
| Attributable to: | |||
| Non-controlling interests | (932) | (434) | |
| Owners of the parent | 15,975 | 12,576 | |
| Earnings per share: basic |
0.24 | 0.56 | |
| diluted | 0.24 | 0.55 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements. The group adopted IFRS 15 and IFRS 9 as of January 1, 2018. Based on the first-time adoption elections selected, it did not restate the comparative figures.
Statement of changes in equity
| Note 12.A Statement of Changes in Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €'000 | Share | capital Legal reserve | Share premium reserve |
Actuarial | reserve Other reserves Translation | reserve | Retained earnings |
Profit attributable to the owners of the parent |
Equity attributable to the owners of the parent |
Capital and reserves att. to non-controlling interests |
Profit attributable to non-controlling interests |
Equity attributable to non-controlling interests |
Total equity |
| December 31, 2017 | 37,261 | 7,434 | 65,349 | (1,671) | (20,404) | (26,836) | 138,049 | 15,767 | 214,949 | 23,028 | 1,600 | 24,628 | 239,577 |
| Post-tax adjustment for IFRS 15 FTA | - - |
- | - - |
- | - | - | - | - | - - |
- | |||
| Post-tax adjustment for IFRS 9 FTA | - - |
- | - - |
- | (1,157) | - | (1,157) | - | - - |
(1,157) | |||
| January 1, 2018 restated | 37,261 | 7,434 | 65,349 | (1,671) | (20,404) | (26,836) | 136,892 | 15,767 | 213,792 | 23,028 | 1,600 | 24,628 | 238,420 |
| Profit for the period | 10,054 | 10,054 | 1,099 | 1,099 | 11,153 | ||||||||
| Other changes of the period | 699 | 819 | 4,794 | 6,312 | (2,034) | (2,034) | 4,278 | ||||||
| Profit for the period and gains (losses) recognised directly in equity |
- - |
- | 699 | 819 | 4,794 | - | 10,054 | 16,366 | , (2,034) |
1,099 | (935) | 15,431 | |
| Allocation of 2017 profit | 15,767 | (15,767) | - | 1,600 | (1,600) | - | - | ||||||
| Dividends | (3,720) | (3,720) | (159) | (159) | (3,879) | ||||||||
| September 30, 2018 | 37,261 | 7,434 | 65,349 | (972) | (19,585) | (22,042) | 148,939 | 10,054 | 226,438 | 22,435 | 1,099 | 23,534 | 249,972 |
| Euro thousands | Share capital |
Legal Reserve | Share Premium Reserve |
Actuarial Reserve | Other Reserves | Translation Reserve | Retained Earnings | Profit attributable to the owners of parent |
Equity attributable to the owners of parent |
Captial and reserve att. to non controlling interests |
Profit attributable to non controlling interests |
Equity attributable to non controlling interests |
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 |
| Profit of the period | 22.952 | 22.952 | 1.157 | 1.157 | 24.109 | ||||||||
| Other Changes of the period | 90 | 1.718 | 2.330 | (12.481) | (8.343) | (1.471) | (1.471) | (9.814) | |||||
| Profit of the period and gains (losses) recognised directly in equity |
9 0 |
- | - | 1.718 | 2.330 | (12.481) | - | 22.952 | 14.609 | (1.471) | 1.157 | (314) | 14.295 |
| Allocation of the 2016 profit | 20.993 | (20.993) | - | 979 | (979) | - | - | ||||||
| Dividends | (3.711) | (3.711) | (166) | (166) | (3.877) | ||||||||
| September 30, 2017 | 37.261 | 7.434 | 65.349 | (1.585) | (20.696) | (23.385) | 138.049 | 22.952 | 225.379 | 22.852 | 1.157 | 24.009 | 249.388 |
The group adopted IFRS 15 and IFRS 9 as of January 1, 2018. Based on the first-time adoption elections selected, it did not restate the comparative figures.
Statement of cash flows
| €'000 | Q3 2018 | Q3 2017 | |
|---|---|---|---|
| Operating profit | 42,617 | 47,855 | |
| Non-monetary and other adjustments: | 25,000 | 20,347 | |
| Amortisation and depreciation | Note 1 - 2 | 16,610 | 13,304 |
| Net impairment losses on intangible assets and property, plant and equipment | Note 1 - 2 | 51 | 121 |
| Credit losses on trade receivables and write-downs of inventories | Note 9 | 1,937 | (627) |
| Accruals for post-employment and other employees benefits Accrual to the provision for risks and charges |
2,239 879 |
4,238 1,597 |
|
| Net Exchange gains on foreign currency trade receivables and payables | Note 24 | 3,516 | 1,765 |
| Net losses on the sale of intangible assets and property, plant and equipment | Note 21 - 24 | (231) | (51) |
| Additions for: | (16,307) | (16,062) | |
| Income taxes paid | Note 7 - 18 | (11,581) | (10,887) |
| Net unrealised exchange losses on foreign currency assets and liabilities | Note 28 - 29 | (4,937) | (2,158) |
| Net Realised exchange gains (losses) on foreign currency assets and liabilities | Note 28 - 29 | 211 | (3,017) |
| Cash flows from operating activities before changes in net working capital | 51,311 | 52,140 | |
| Changes in net working capital: | (62,495) | (81,411) | |
| Change in inventories | Note 8 | (25,498) | (15,919) |
| Change in trade receivables and other assets | Note 9 | (34,175) | (64,752) |
| Change in trade payables and other liabilities | Note 19 | (95) | 1,770 |
| Change in other liabilities, net | Note 15 - 16 - 6 | (1,134) | (752) |
| Change in post-employment and other employee benefits | Note 14 | (1,593) | (1,758) |
| Net cash flows used in operating activities | (11,184) | (29,271) | |
| Net increase in intangible assets | Note 1 | (3,924) | (1,105) |
| Net increase in property, plant and equipment | Note 2 | (10,994) | (14,184) |
| Net Increase/decrease in equity-accounted investments, net of profits/losses and impairment losses |
(184) | ||
| Net increase/decrease in equity investments measured at cost | Note 5 | - | 990 |
| Net Increase in other financial assets | Note 3 | 301 | 399 |
| Acquisition of Pacon equity investment | (215,188) | - | |
| Interest | (79) | 72 | |
| Net cash flows used in investing activities | (229,884) | (14,012) | |
| Change in equity | Note 12 | (3,879) | (3,833) |
| Financial expense | Note 29 | (19,582) | (6,700) |
| Total increase in loans and borrowings and other financial liabilities | Note 13 | 363,398 | 816 |
| Net cash flows from (used in) financing activities | 339,937 | (9,717) | |
| Exchange gains (losses) | Note 12 | 2,763 | (14,161) |
| Other non-monetary changes | (3,447) | 15,043 | |
| Net cash flows for the period | 98,185 | (52,118) | |
| Opening cash and cash equivalents net of current account overdrafts | 20,426 | 53,973 | |
| Opening cash and cash equivalents net of current account overdrafts (change in consolidation scope) |
(86,724) | (39) | |
| Closing cash and cash equivalents net of bank overdrafts | 31,887 | 1,816 |
1. Cash and cash equivalents and current account overdrafts, net of accrued interest, amount to €45,041 thousand and €13,154 thousand, respectively, at September 30, 2018.
2. Cash and cash equivalents and current account overdrafts, net of accrued interest, amount to €36,708 thousand and €34,892 thousand, respectively, at September 30, 2017.
3. The cash flows are presented using the indirect method. In order to provide a more suitable and accurate presentation of the individual cash flows, the effects of non-monetary transactions have been separated (including the translation of foreign currency assets and liabilities), where significant. These effects were combined and included in "Other non-monetary changes".
| €'000 | Q3 2018 | Q3 2017 |
|---|---|---|
| Opening cash and cash equivalents | 20,425 | 53,973 |
| Cash and cash equivalents | 38,558 | 59,519 |
| Current account overdrafts | (18,133) | (5,546) |
| Closing cash and cash equivalents | 31,887 | 20,425 |
| Cash and cash equivalents | 45,041 | 38,558 |
| Current account overdrafts | (13,154) | (18,133) |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
The group adopted IFRS 15 and IFRS 9 as of January 1, 2018. Based on the first-time adoption elections selected, it did not restate the comparative figures.
Statement of financial position with indication of related party transactions pursuant to Consob resolution no. 15519 of July 27, 2006
| €'000 | September 30, 2018 | of which: related parties |
December 31, 2017 | of which: related parties |
|
|---|---|---|---|---|---|
| Assets | 1,071,905 | - | 675,970 | - | |
| Non-current assets | 542,115 | - | 316,837 | - | |
| Intangible assets | Note 1 | 418,376 | 208,091 | ||
| Property, plant and equipment | Note 2 | 99,882 | 88,355 | ||
| Non-current financial assets | Note 3 | 4,814 | 3,918 | ||
| Equity-accounted investments | Note 4 | 794 | 782 | ||
| Other equity investments | Note 5 | 31 | 31 | ||
| Deferred tax assets | Note 6 | 18,218 | 15,660 | ||
| Current assets | 529,790 | - | 359,133 | - | |
| Current financial assets | Note 3 | 584 | 419 | ||
| Current tax assets | Note 7 | 11,738 | 8,689 | ||
| Inventories | Note 8 | 262,643 | 178,699 | ||
| Trade receivables and other assets | Note 9 | 209,784 | 132,768 | ||
| Cash and cash equivalents | Note 10 | 45,041 | 38,558 | ||
| Liabilities and equity | 1,071,905 | 958 | 675,970 | 1,191 | |
| Equity | Note 12 | 249,972 | - | 239,577 | - |
| Share capital | 37,261 | 37,261 | |||
| Reserves | 30,184 | 23,872 | |||
| Retained earnings | 148,939 | 138,049 | |||
| Profit for the period/year | 10,054 | 15,767 | |||
| Equity attributable to the owners of the parent | 226,438 | 214,949 | |||
| Equity attributable to non-controlling interests | 23,534 | 24,628 | |||
| Non-current liabilities | 579,851 | - | 229,092 | - | |
| Non-current financial liabilities | Note 13 | 524,674 | 178,889 | ||
| Financial instruments | Note 17 | 22 | 35 | ||
| Employee benefits | Note 14 | 8,194 | 8,736 | ||
| Provisions for risks and charges | Note 15 | 2,425 | 2,095 | ||
| Deferred tax liabilities | Note 16 | 44,450 | 39,241 | ||
| Other liabilities | Note 19 | 86 | 96 | ||
| Current liabilities | 242,082 | 958 | 207,301 | 1,191 | |
| Current financial liabilities | Note 13 | 112,635 | 99,673 | ||
| Current provisions for risks and charges | Note 15 | 3,950 | 2,917 | ||
| Current tax liabilities | Note 18 | 12,989 | 8,448 | ||
| Trade payables and other liabilities | Note 19 | 112,508 | 958 | 96,263 | 1,191 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Statement of comprehensive income with indication of related party transactions pursuant to Consob resolution no. 15519 of July 27, 2006
| Q3 2018 | of which: related parties |
of which: non-recurring expense |
Q3 2017 | of which: related parties |
of which: non-recurring expense |
||
|---|---|---|---|---|---|---|---|
| €'000 | |||||||
| Revenue from sales and services | Note 20 | 437,481 | 391,548 | ||||
| Other revenue and income | Note 21 | 6,199 | 16,547 | ||||
| Total revenue | 443,680 | 408,095 - |
|||||
| Raw materials, consumables, supplies and goods | Note 22 | (213,745) | (2,001) | (178,377) | (1,750) | ||
| Services and use of third party assets | Note 23 | (99,120) | (521) | (9,970) | (87,223) | (380) | (1,414) |
| Other costs | Note 24 | (8,540) | (85) | (17,290) | (45) | ||
| Change in raw materials, semi-finished products, | |||||||
| work in progress and finished goods | Note 22 | 25,780 | 17,342 | ||||
| Personnel expense | Note 25 | (86,558) | (1,437) | (80,529) | (4,482) | ||
| Amortisation and depreciation | Note 26 | (16,610) | (13,304) | ||||
| Impairment losses | Note 27 | (2,270) | (859) | ||||
| Total operating costs | (401,063) | (360,240) | |||||
| Operating profit | 42,617 | 47,855 | |||||
| Financial income | Note 28 | 5,498 | 1,433 | 2,700 | 990 | ||
| Financial expense | Note 29 | (24,902) | (2,810) | (14,046) | |||
| Share of profit of equity-accouned investees | Note 31 | 83 | - | ||||
| Net financial expense | (19,321) | (11,346) | |||||
| Pre-tax profit | 23,296 | 36,509 | |||||
| Income taxes | (12,023) | 1,312 | (13,335) | 429 | |||
| Deferred taxes | (120) | 935 | |||||
| Total taxes | Note 32 | (12,143) | (12,400) | ||||
| Profit from continuing operations | 11,153 | 24,109 | |||||
| Profit (loss) from discontinued operations | - | - | |||||
| Profit for the period | 11,153 | 24,109 | |||||
| Attributable to: | |||||||
| Non-controlling interests | 1,099 | 121 | 1,157 | ||||
| Owners of the parent | 10,054 | 22,952 | |||||
| Other comprehensive income (expense) which may be reclassified subsequently to profit or loss |
3,191 | (13,773) | |||||
| Exchange gains (losses) recognised in equity | 2,763 | (14,161) | |||||
| Fair value gains on hedging derivatives | 428 | 388 | |||||
| Other comprehensive income which may not be reclassified subsequently to profit or loss |
699 | 1,806 | |||||
| Actuarial gains | 859 | 2,286 | |||||
| Taxes | (160) | (480) | |||||
| Other comprehensive income (expense), net of tax effect | 3,890 | (11,967) | |||||
| Comprehensive income | 15,043 | 12,142 | |||||
| Attributable to: | |||||||
| Non-controlling interests | (932) | (434) | |||||
| Owners of the parent | 15,975 | 12,576 | |||||
| Earnings per share: basic |
0.24 | 0.56 | |||||
| diluted | 0.24 | 0.55 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Notes
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, chalks, 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, is a company limited by shares with registered office in Pero (Italy), Via XXV Aprile 5. Its ordinary shares have been traded on the STAR segment of the stock exchange organised and managed by Borsa Italiana S.p.A. since November 12, 2015. These condensed interim consolidated financial statements at September 30, 2018 include the interim financial statements of the parent and its subsidiaries (the "group").
The group's condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim financial reporting, in accordance with article 154-ter of the Consolidated Finance Act (Legislative decree no. 58/1998). They should be read in conjunction with the group's 2017 annual consolidated financial statements ( the "latest financial statements"). Although the Group defined the half-year as the interim period of reference for the application of the mentioned IAS 34 international accounting standard, this interim report as at September 30, 2018 was exceptionally drawn up in compliance with this principle, in view of its consideration in the official documentation to be used as part of the proposed increase in the Company's share capital.
These condensed interim consolidated financial statements are presented in Euro, which is the group's functional currency. They comprise the statement of financial position, which classifies assets and liabilities as current and non-current, the statement of comprehensive income, the statement of cash flows presented using the indirect method, the statement of changes in equity and the these notes and are accompanied by the directors' report.
All amounts presented in the statements of financial position, comprehensive income, cash flows and changes in equity and in these notes are in thousands of Euros, except where otherwise stated.
As required by Consob resolution no. 15519 of July 27, 2006, the significant related party transactions and non-recurring items are indicated separately.
Basis of preparation
Except for that stated below, these condensed interim consolidated financial statements have been prepared using the same accounting policies as those used for the preparation of the F.I.L.A. Group's 2017 annual consolidated financial statements.
The group adopted IFRS 15 Revenue from contracts with customers and IFRS 9 Financial instruments from January 1, 2018. The other new standards coming into force on January 1, 2018 did not significantly impact the group's condensed interim consolidated financial statements.
The changes in the accounting policies will also affect the group's consolidated financial statements as at and for the year ending December 31, 2018.
Standards, amendments and interpretations applied from January 1, 2018
IFRS 15 Revenue from contracts with customers
IFRS 15 introduces a single general model to establish whether, when and how to recognise revenue. The standard replaces IAS 18 Revenue, IAS 11 Construction contracts and the relative interpretations. On first-time application, an entity shall apply IFRS 15 retrospectively, using one of the following methods: (i) the retrospective method, whereby the entity recognises the cumulative effect of initially applying the new standard at the beginning of the first reporting period presented; (ii) the cumulative effect method, whereby the entity recognises the cumulative effect of initially applying the new standard at the date of initial application, with no restatement of comparative periods. A number of practical expedients are however permitted, in addition to an alternative approach which avoids the restatement of periods presented for comparative disclosure; in this latter case, the effects of the application of the new standard shall be recognised in the opening equity of the period of FTA of IFRS 15.
The Group applied IFRS 15 retrospectively with cumulative effect (without the adoption of practical expedients) at the date of first-time application (January 1, 2018). Therefore, the 2017 figures have not been restated, i.e., they are presented as per IAS 18, IAS 11 and the relative interpretations. Reference should be made to "Attachment 3 - Changes in accounting policies" for further details on the effects of FTA of IFRS 15.
IFRS 9 – Financial instruments
The standard, issued by the IASB in July 2014 and endorsed by the European Commission in November 2016, replaces IAS 39 Financial instruments: recognition and measurement. IFRS 9 introduces new requirements for the classification and measurement of financial instruments, including a new model for expected credit losses on financial assets, and new general requirements for hedge accounting. In addition, the standard includes requirements for the recognition and derecognition of financial instruments in line with the current IAS 39.
The group applied IFRS 9 at its effective date (January 1, 2018).
In connection with the FTA of IFRS 9, the group analysed the measurement of expected credit losses on trade receivables, tax assets, other assets and cash and cash equivalents.
Reference should be made to "Attachment 3 - Changes in accounting policies" for further details on the effects of FTA of IFRS 9.
IFRS 9 introduces new requirements for the recognition and measurement of financial assets, financial liabilities and certain contracts to buy or sell non-financial items. The new standard supersedes IAS 39 Financial instruments: recognition and measurement. It does not substantially change the IAS 39 requirements for the classification and derecognition of financial liabilities. Conversely, it eliminates the categories provided for by IAS 39 for financial assets, i.e., held-to-maturity investments, loans and receivables and available-for-sale financial assets.
The following table summarises the post-tax effects of FTA of IFRS 9 on the opening reserves, retained earnings and non-controlling interests.
The effect of FTA of IFRS 9 on the carrying amount of financial assets at January 1, 2018 solely relates to the new impairment requirements, which are described later on. The following table and the related notes show the IAS 39 and IFRS 9 categories for each of the group's type of financial assets at January 1, 2018.
The following statements of financial position and comprehensive income show the effect of FTA of IFRS 9 and IFRS 15:
Statement of financial position
| September 30, 2018 as reported |
IFRS adjustments |
September 30, 2018 (adjusted) |
|
|---|---|---|---|
| €'000 | |||
| Assets | 1,071,905 | 2,209 | 1,074,114 |
| Non-current assets | 542,115 | (1,165) | 540,951 |
| Intangible assets | 418,376 | 418,376 | |
| Property, plant and equipment | 99,882 | 99,882 | |
| Non-current financial assets | 4,814 | 4,814 | |
| Equity-accounted investments | 794 | 794 | |
| Other equity investments | 31 | 31 | |
| Deferred tax assets | 18,218 | (1,165) | 17,053 |
| Current assets | 529,790 | 3,374 | 533,163 |
| Current financial assets | 584 | 584 | |
| Current tax assets | 11,738 | 11,738 | |
| Inventories | 262,643 | 262,643 | |
| Trade receivables and other assets | 209,784 | 3,374 | 213,158 |
| Cash and cash equivalents | 45,041 | 45,041 | |
| Liabilities and equity | 1,071,905 | 2,209 | 1,074,114 |
| Equity | 249,972 | 2,209 | 252,181 |
| Share capital | 37,261 | 37,261 | |
| Reserves | 30,184 | 1,157 | 31,341 |
| Retained earnings | 148,939 | 148,939 | |
| Profit for the period | 10,054 | 1,052 | 11,106 |
| Equity attributable to the owners of the parent | 226,438 | 2,209 | 228,647 |
| Equity attributable to non-controlling interests | 23,534 | 23,534 | |
| Non-current liabilities | 579,851 | - | 579,850 |
| Non-current financial liabilities | 524,674 | 524,674 | |
| Financial instruments | 22 | 22 | |
| Employee benefits | 8,194 | 8,194 | |
| Provisions for risks and charges | 2,425 | 2,425 | |
| Deferred tax liabilities | 44,450 | 44,450 | |
| Other liabilities | 86 | 86 | |
| Current liabilities | 242,082 | - | 242,082 |
| Current financial liabilities | 112,635 | 112,635 | |
| Current provisions for risks and charges | 3,950 | 3,950 | |
| Current tax liabilities | 12,989 | 12,989 | |
| Trade payables and other liabilities | 112,508 | 112,508 |
Statement of comprehensive income
| €'000 | Q3 2018 as reported |
IFRS adjustments |
Q3 2018 (adjustments) |
|---|---|---|---|
| Revenue from sales and services | 437,481 | 4,078 | 441,559 |
| Other revenue and income | 6,199 | - | 6,199 |
| Total revenue | 443,680 - |
4,078 | 447,758 - |
| Raw materials, consumables, supplies and goods | (213,745) | - | (213,745) |
| Services and use of third party assets | (99,120) | (3,462) | (102,582) |
| Other costs | (8,540) | - | (8,540) |
| Change in raw materials, semi-finished products, work in progress and finished goods |
25,780 | - | 25,780 |
| Personnel expense | (86,558) | - | (86,558) |
| Amortisation and depreciation | (16,610) | - | (16,610) |
| Impairment losses | (2,270) | 1,314 | (956) |
| Total operating costs | (401,063) | (2,148) | (403,211) |
| Operating profit | 42,617 - |
1,930 | 44,547 - |
| Financial income | 5,498 | - | 5,498 |
| Financial expense | (24,902) | (616) | (25,518) |
| Share of profit of equity-accounted investees | 83 | - | 83 |
| Net financial expense | (19,321) | (616) | (19,937) |
| Pre-tax profit | 23,296 - |
1,314 | 24,610 - |
| Income taxes | (12,023) | - | (12,023) |
| Deferred taxes | (120) | (262) | (382) |
| Total taxes | (12,143) | (262) | (12,404) |
| Profit from continuing operations | 11,153 | 1,052 | 12,206 |
| Profi (loss) from discontinued operations | - | - | - |
| Profit for the period | 11,153 - |
1,052 | 12,206 |
| Attributable to: | |||
| Non-controlling interests | 1,099 | 1,099 | |
| Owners of the parent | 10,054 | 11,107 | |
| Other comprehensive income which may be reclassified subsequently to profit or loss |
3,191 | - | 3,191 |
| Exchange gains recognised in equity | 2,763 | - | 2,763 |
| Fair value gains on hedging derivatives | 428 - |
- | 428 |
| Other comprehensive income which may not be reclassified subsequently to profit or loss |
699 | - | 699 |
| Actuarial gains | 859 | - | 859 |
| Taxes | (160) - |
- | (160) |
| Other comprehensive income, net of tax effect | 3,890 | - | 3,890 |
| Comprehensive income | 15,043 - |
1,052 | 16,095 |
| Attributable to: | |||
| Non-controlling interests | (932) | (932) | |
| Owners of the parent | 15,975 | 17,026 |
The FTA of IFRS 15 led to a reduction of €4,078 thousand in revenue for the nine months ended September 30, 2018, due to reclassifications, with an impact of €616 thousand on operating profit. The profit for the period was not adjusted.
The FTA of IFRS 9 led to a decrease of €1,157 thousand in opening equity, arising from the 2017 posttax effect, and of €1,052 thousand in the Q3 profit. At the same time, trade receivables and other assets decreased by €3,374 thousand, whereas deferred tax assets increased by €1,165 thousand.
Amendments 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 address concerns arising from implementing the new IFRS 9, before the IASB replaces the current IFRS 4 with a new standard which is currently being prepared.
Amendments to IFRS 2 Classification and measurement of share-based payment transactions
In June 2016, the IASB published amendments to IFRS 2 Classification and measurement of sharebased payment transactions, which clarify how the effects of vesting conditions on cash-settled sharebased payment transactions shall be accounted for, how share-based payment transactions with net settlement features shall be classified and how a modification to the terms and conditions of a sharebased payment transaction that changes its classification from cash-settled to equity-settled shall be accounted for.
Amendments to IAS 40 Investment property: transfers of investment property
In December 2016, the IASB published "Amendments to IAS 40 Transfers of investment property" to clarify transfers to, or from, investment properties. Based on these amendments, an entity shall transfer a property to, or from, investment property when, and only when, there is evidence of a change in use. The change shall be attributable to a specific event. A change in management's intentions for the use of a property by itself does not constitute evidence of a change in use.
IFRIC 22 Foreign currency transactions and advance consideration
In December 2016, the IASB published "IFRIC 22 Foreign currency transactions and advance consideration", which provides guidance on when an entity recognises a non-monetary asset or nonmonetary liability arising from the payment or receipt of advance consideration before the entity recognises the related asset, expense or income. It clarifies how, in these cases, an entity shall identify the date of the transaction, for the purpose of determining the exchange rate.
Annual improvements to IFRS: 2014-2016 cycle
In December 2016, the IASB published "Annual improvements to IFRS: 2014-2016 cycle". The principal amendments relate to:
- IFRS 1 First-time adoption of International Financial Reporting Standards: outdated exemptions for first-time adopters of IFRS have been removed;
- IAS 28 Investments in associates and joint ventures: a venture capital organisation, or other qualifying entity, may elect to measure its investments in an associate or joint venture at fair value through profit or loss (rather than using the equity method). This election can be made on an investment-by-investment basis upon initial recognition.
Standards, amendments and interpretations endorsed by the EU and applicable for annual periods beginning on or after January 1, 2018
Amendments to IFRS 9 Financial instruments: Prepayment features with negative compensation In October 2017, the IASB issued the amendments to IFRS 9 Prepayment features with negative compensation. These amendments enable entities to measure some prepayable financial assets with socalled negative compensation at amortised cost or at fair value through other comprehensive income (depending on the business model). The amendments are to be applied to annual periods beginning on
or after January 1, 2019.
IFRS 16 Leases
The standard, published by the IASB in January 2016, introduces a single lessee accounting model, without differentiating between operating and finance leases, and requires a lessee to recognise assets and liabilities for all leases. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset in order to distinguish leases from service contracts, identifying essential differences: the identification of the asset, the right to substitute the asset, the right to obtain substantially all the economic benefits from the use of the asset and right to direct the identified asset's use.
The IASB requires that the standard be applied to annual periods beginning on or after January 1, 2019. Earlier application is permitted for entities applying IFRS 15 Revenue from contracts with customers
The group has started a project to define and assess the potential effects of application of IFRS 16 on its consolidated financial statements. It did not apply it in advance in the preparation of these condensed interim consolidated financial statements.
Standards, amendments and interpretations not yet endorsed by the EU and applicable for annual periods beginning on or after January 1, 2018
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, profitability and financial position of insurers, requiring that all insurance contracts be accounted for on a uniform basis, overcoming the problems created by IFRS 4.
The standard is effective from annual periods beginning on or after January 1, 2021. Earlier application is permitted.
IFRIC 23 Uncertainty over income tax treatments
In June 2017, the IASB published IFRIC 23 Uncertainty over income tax treatments. The interpretation clarifies the application of the recognition and measurement requirements established in IAS 12 Income taxes when uncertainties over tax treatment exist. The amendments will be applicable from annual periods beginning on or after January 1, 2019. Earlier application is permitted.
Amendments to IAS 28 Investments in associates: Long-term interests in associates and joint ventures
The amendments clarify that an entity applies IFRS 9 Financial instruments to long-term interests in an associate or joint venture that form part of the net investment in the associate or joint venture. In addition, they establish that IFRS 9 is applied to these interests before the application of IAS 28, so that the entity does not take account of any adjustments to long-term interests caused by application of that standard. The amendments will be applicable from annual periods beginning on or after January 1, 2019. Earlier application is permitted
Annual improvements to IFRS: 2015-2017 cycle
In December 2017, the IASB published "Annual Improvements to IFRS: 2015-2017 cycle". The principal amendments relate to:
IFRS 3 Business combinations and IFRS 11 Joint arrangements: the amendments to IFRS 3 clarify that, when an entity obtains control over a joint operation, it shall restate the fair value of the interest that it previously held therein. The amendments to IFRS 11 clarify that, when an entity obtains joint control over a joint operation, it shall not restate the fair value of the interest previously held therein;
- IAS 12 Income tax consequences of payments on financial instruments classified as equity: the amendments clarify how an entity shall recognise any tax effects from the distribution of dividends;
- IAS 23 Borrowing costs eligible for capitalisation: the amendments clarify that if funds borrowed specifically to purchase or construct an asset remain outstanding after the qualifying asset is ready for its intended use or sale, they become part of the funds an entity borrows generally for the purposes of the calculation of the borrowing cost capitalisation rate.
The amendments will be applicable from annual periods beginning on or after January 1, 2019. Earlier application is permitted.
Amendments to IAS 19 Plan amendment, curtailment or settlement (published in February 2018)
The amendments clarify how current service costs and net interest are calculated if a defined benefit plan amendment, curtailment or settlement occurs. They will be applicable from annual periods beginning on or after January 1, 2019. Earlier application is permitted.
Amendments to IFRS 10 and IAS 28 Sales or contributions of assets between an investor and its associate or joint venture (published on September 11, 2014)
The document was published in order to resolve the current conflict between IAS 28 and IFRS 10 relating to the measurement of the gain or loss from the sale or contribution of a non-monetary asset to a joint venture or associate in exchange for an equity stake in the entity. The IASB has deferred indefinitely the application of these amendments.
In accordance with IFRS 2 Share-based payment, the key figures of the "2017-2019 performance shares plan" and the "One-off extraordinary bonus plan", approved by the shareholders of F.I.L.A. S.p.A. on April 27, 2017, that grant, free of charge, the parent's shares to group's key management personnel, are presented below.
The free granting of shares to the beneficiaries of the one-off bonus plan was concluded in 2017, while the 2017-2019 performance shares plan covers a medium/long-term period.
The one-off bonus plan did not provide for any service or performance vesting conditions.
On the other hand, under the 2017-2019 performance shares plan, the right to receive F.I.L.A. S.p.A. shares is subject to the beneficiaries' ongoing service as group employee or director until the conclusion of the vesting period (December 31, 2019) and the achievement of performance conditions (average ROI over the 2017-2019 three-year period).
The total number of shares to be assigned to the beneficiaries of the one-off bonus plan was established as 100,181. This number was calculated on the basis of the share's average closing price in the trading days before March 21, 2017 (excluded).
The total maximum number of shares to be assigned to the beneficiaries of the 2017-2019 performance shares plan was established as 94,765. This number was also calculated according to the share's average closing price in the trading days prior to March 21, 2017 (excluded) and taking account of the shares which may be assigned by the board of directors to any additional plan beneficiaries.
Exchange rates adopted for translation
The exchange rates utilised for the translation of local currencies into Euros are illustrated below:
| EXCHANGE RATES | |||||||
|---|---|---|---|---|---|---|---|
| Q3 average exchange rate | Closing rate at September 30, 2018 |
||||||
| Argentinean peso | 29.741 | 46.050 | |||||
| Canadian dollar | 1.538 | 1.506 | |||||
| Chilean peso | 750.750 | 764.180 | |||||
| Renminbi yuan | 7.779 | 7.966 | |||||
| Euro | 1.000 | 1.000 | |||||
| Pound sterling | 0.884 | 0.887 | |||||
| Mexican peso | 22.745 | 21.780 | |||||
| US dollar | 1.195 | 1.158 | |||||
| Indonesian rupiah | 16,780.900 | 17,249.980 | |||||
| Swedish krona | 10.237 | 10.309 | |||||
| Singapore dollar | 1.601 | 1.584 | |||||
| Turkish lira | 5.504 | 6.965 | |||||
| Brazilian real | 4.296 | 4.654 | |||||
| Indian rupee | 80.223 | 83.916 | |||||
| Russian Rrble | 73.424 | 76.142 | |||||
| South African rand | 15.390 | 16.445 | |||||
| Polish zloty | 4.248 | 4.277 | |||||
| Dominican peso | 58.845 | 57.667 | |||||
| Australian dollar | 1.577 | 1.605 | |||||
| Swiss franc | 1.161 | 1.132 | |||||
| Shekel | 4.249 | 4.212 | |||||
| Source: Bank of Italy |
Note 1 - Intangible assets
Intangible assets amount to €418,376 thousand at September 30, 2018 (December 31, 2017: €208,091 thousand) and include assets with an indefinite useful life - goodwill of €238,430 thousand ("Note 1.B - Intangible assets with an indefinite useful life") and intangible assets with a finite useful life of €179,946 thousand ("Note 1.D - Intangible assets with a finite useful life").
| Note 1.A - INTANGIBLE ASSETS | ||||||
|---|---|---|---|---|---|---|
| €'000 | Goodwill | Industrial patents and intellectual property rights |
Concessions, licenses, trademarks and similar rights |
Other Assets under development |
Total | |
| Historical cost | ||||||
| December 31, 2017 | 77,208 | 190 | 107,862 | 48,604 | 2,007 | 235,870 |
| Increases | 161,222 | 10 | 76,618 | 7,737 | 286 | 245,872 |
| Investments | 114,038 | 10 | 867 | 1,273 | 2,002 | 118,190 |
| of which: change in consolidation scope | 51 | 51 | ||||
| Transfers from assets under development | - | - | - | 1,717 | (1,717) | - |
| Change in consolidation scope | 43,531 | - | 75,582 | 4,747 | - | 123,860 |
| Exchange gains | 3,653 | - | 169 | - | - | 3,823 |
| Decreases | - | - | - | (1,248) | - | (1,248) |
| Disinvestments | - | - | - | (19) | - | (19) |
| Exchange losses | - | - | - | (1,229) | - | (1,229) |
| September 30, 2018 | 238,430 | 200 | 184,480 | 55,093 | 2,292 | 480,495 |
| Accumulated amortisation | ||||||
| December 31, 2017 | - | (147) | (19,823) | (7,809) | (27,779) | |
| Increases | - | (8) | (28,038) | (6,513) | (34,559) | |
| Amortisation | - | (8) | (4,350) | (2,763) | (7,121) | |
| of which: change in consolidation scope | (1,600) | (265) | (1,865) | |||
| Change in consolidation scope | - | - | (22,914) | (3,750) | (26,664) | |
| Exchange gains | - | - | (774) | - | (774) | |
| Decreases | - | - | (0) | 219 | 219 | |
| Disinvestments | - | - | - | 15 | 15 | |
| Exchange losses | - | - | - | 204 | 204 | |
| September 30, 2018 | - | (155) | (47,861) | (14,103) | (62,118) | |
| Carrying amount at December 31, 2017 | 77,208 | 43 | 88,039 | 40,795 | 2,007 | 208,091 |
| Carrying amount at September 30, 2018 | 238,430 | 45 | 136,619 | 40,990 | 2,292 | 418,376 |
| Change | 161,222 | 2 | 48,580 | 195 | 285 | 210,285 |
Intangible assets with an indefinite useful life
Intangible assets with an indefinite useful life solely comprise goodwill totalling €238,430 thousand (December 31, 2017: €77,208 thousand). The increase over the previous year end is due to the completion of the Pacon acquisition which led to the consolidation of goodwill already recognised by group companies (€43,531 thousand) and the recognition of goodwill of €114,038 thousand arising
from that business combination. In line with the provisions of IFRS 3, the group has preliminarily allocated that amount to goodwill at the reporting date, as the PPA will be completed within one year of the acquisition date.
Goodwill is not amortised but is tested for impairment annually or whenever there is any indication that it may be impaired.
In accordance with IAS 36, goodwill is allocated to the various cash generating units ("CGUs") and tested for impairment at least annually to check its recoverable amount.
The carrying amounts for each relevant CGU are as follows:
| NOTE 1.B INTANGIBLE ASSETS AT INFINITE USEFUL LIVES | ||||||
|---|---|---|---|---|---|---|
| €'000 | September 30, 2018 | December 31, 2017 | Change | Investments | Exchange gains |
Change in consolidation scope |
| Pacon Group (7) | 161,116 | - | 161,116 | 3,547 | 114,038 | 43,531 |
| DOMS Industries Pvt Ltd | 33,269 | 33,281 | (12) | (12) | - | - |
| Canson Group (4) | 10,875 | 10,875 | - | - | - | - |
| Daler-Rowney Lukas Group (5) | 1,647 | 1,647 | - | - | - | - |
| Dixon - North America Group(2) | 23,694 | 23,646 | 48 | 48 | - | - |
| Dixon - Central/South America Group(1) | 1,882 | 1,812 | 70 | 70 | - | - |
| 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 | - | - | - | - |
| FILA SA (South Africa) | 101 | 101 | - | - | - | - |
| Totale | 238,430 | 77,208 | 161,222 | 3,653 | 114,038 | 43,531 |
(1) - Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico); F.I.L.A. Chile Ltda (Chile); FILA Argentina S.A. (Argentina).
(2) - Dixon Ticonderoga Company (USA); Dixon Ticonderoga Inc. (Canada); Canson Inc (USA); Daler USA Ltd (USA); Brideshore Srl (Dominical Republic) as CGU North America; Eurholdam USA Inc. (USA).
(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); Canson Brasil I.P.E. LTDA (Brasil); Canson Australia PTY LTD (Australia); Canson Qingdao Ltd.(China); Canson Italy (Italy).
(5) - Renoir Topco Ltd (UK); Renoir Midco Ltd (UK); Renoir Bidco Ltd (UK); Daler Rowney Group Ltd (UK); FILA Benelux SA (Belgium); Daler Rowney Ltd (UK); Longbeach Arts Ltd (UK); Daler Board Company Ltd (UK); Daler Holdings Ltd (UK); Daler Designs Ltd (UK); Daler Rowney GmbH (Germany); Lukas-Nerchau GmbH (Germany); Nerchauer Malfarben GmbH (Germany); Lastmill Ltd (UK); Rowney & Company Pencils Ltd (UK); Rowney (Artists Brushes) Ltd (UK); Brideshore S.r.l. (Dominican Republic) as CGU Daler.
(6) - St. Cuthberts Holding (UK); St. Cuthberts Mill (UK).
(7) - Pacon Holding Company (U.S.A.); Pacon Corporation (U.S.A.), Pacon Canadian Holding Co (U.S.A.); Baywood Paper ULC (Canada); Castle Hill Craft (UK); Creativity International (UK), Princeton Hong Kong (Hong Kong).
No indicators of impairment of goodwill have been identified at September 30, 2018, thanks to the group's positive financial performance in the first nine months of the year and the medium-term forecasts. Accordingly, the group did not test goodwill for impairment when it prepared its condensed interim consolidated financial statements.
IFRS 3 – Acquisition of the Pacon Group
With reference to the business combinations carried out during the first nine months of the year that led to the recognition of goodwill, on June 7, 2018, the subsidiary Dixon Ticonderoga Company (USA) took over the entire share capital of Pacon Holding Company (USA), the parent of the Pacon Group. Accordingly, the companies of this US group entered the consolidation scope on June 7, 2018 and have contributed to the group's profit for the nine months ended September 30, 2018 with their profits or losses recognised from June 7, 2018 to the reporting date.
The acquisition of the entire share capital of Pacon Holding Company (USA) entailed an overall outlay of USD254.7 million (€215.2 million at the acquisition date), compared to the US group's equity of USD119.5 million at June 7, 2018 (€100.9 million at the acquisition date). The difference between the consideration paid for the investment and its equity at the acquisition date has been entirely recognised as goodwill, since the group opted to complete the PPA within one year from the acquisition date, as allowed by IFRS 3.
Following the application of the contractually provided for price adjustment, which is principally based on net working capital and net financial debt at the acquisition date, the parent received USD262 thousand (€227 thousand) from Pacon's sellers in October.
A breakdown of the calculation of goodwill, based on the above figures translated at the exchange rate applicable at the transaction date, is set out below:
| Consideration paid by Dixon Ticonderoga Company (U.S.A.)* for the investment in Pacon Group | 215,188 |
|---|---|
| Price Adjustment - October 2018 | (227) |
| Pacon Group's Equity | 100,923 |
| Difference between the consideration paid for the investment and the Pacon Group's Equity (Goodwill) | 114,038 |
* Wholly-owned by F.I.L.A. S.p.A.
The Pacon Group's assets and liabilities at the acquisition date are as follows:
Pacon Group - June 7, 2018
| €'000 | |
|---|---|
| Assets | 215,935 |
| Non-current assets | 108,781 |
| Intangible assets | 97,196 |
| Property, plant and equipment | 11,157 |
| Non-current financial assets | 428 |
| Current assets | 107,154 |
| Current tax assets | 829 |
| Inventories | 56,760 |
| Trade receivables and other assets | 45,293 |
| Cash and cash equivalents | 4,272 |
| Liabilities and equity | 215,935 |
| Equity | 100,923 |
| Non-current liabilities | 97,383 |
| Non-current financial liabilities | 91,424 |
| Provisions for risks and charges | 1,600 |
| Deferred tax liabilities | 4,359 |
| Current liabilities | 17,629 |
| Current tax liabilities | 1,863 |
| Trade payables and other liabilities | 15,766 |
Note: Figures translated at the spot exchange rates at June 7, 2018
Intangible assets with a finite useful life
Change in intangible assets with a finite useful life are as follows:
| Note 1.D - INTANGIBLE ASSETS WITH FINITE USEFUL LIVES | ||||||
|---|---|---|---|---|---|---|
| €'000 | Industrial patents and intellectual property rights |
Concessions, licenses, trademarks and similar rights |
Other | Assets under development |
Total | |
| Historical cost | ||||||
| December 31, 2017 | 190 | 107,862 | 48,604 | 2,007 | 158,663 | |
| Increases | 10 | 76,618 | 7,737 | 286 | 84,650 | |
| Investments | 10 | 867 | 1,273 | 2,002 | 4,152 | |
| Transfers from assets under development | - | - | 1,717 | (1,717) | - | |
| Change in consolidation scope | - | 75,582 | 4,747 | - | 80,329 | |
| Exchange gains | - | 169 | - | - | 169 | |
| Decreases | - | - | (1,248) | - | (1,248) | |
| Disinvestments | - | - | (1,229) | - | (1,229) | |
| Exchange losses | - | - | - | - | - | |
| September 30, 2018 | 200 | 184,480 | 55,093 | 2,292 | 242,065 | |
| Accumulated amortisation | ||||||
| December 31, 2017 | (147) | (19,823) | (7,809) | (27,779) | ||
| Increases | (8) | (28,038) | (6,513) | (34,559) | ||
| Amortisation | (8) | (4,350) | (2,763) | (7,121) | ||
| of which: change in consolidation scope | - | (1,600) | (265) | (1,865) | ||
| Change in consolidation scope | - | (22,914) | (3,750) | (26,664) | ||
| Exchange gains | - | (774) | - | (774) | ||
| Decreases | - | - | 219 | 219 | ||
| Disinvestments | - | - | 15 | 15 | ||
| Exchange losses | - | - | 204 | 204 | ||
| September 30, 2018 | (155) | (47,861) | (14,103) | - | (62,119) | |
| Carrying amount at December 31, 2017 | 43 | 88,039 | 40,795 | 2,007 | 130,884 | |
| Carrying amount at September 30, 2018 | 45 | 136,619 | 40,990 | 2,292 | 179,946 | |
| Change | 2 | 48,580 | 195 | 285 | 49,062 |
Industrial patents and intellectual property rights amount to €45 thousand at September 30, 2018 (December 31, 2017: €43 thousand).
Their average useful life is six years.
Concessions, licences, trademarks and similar rights amount to €136,619 thousand at September 30, 2018 (December 31, 2017: €88,039 thousand).
The increase of €48,580 thousand compared to December 31, 2017 is mainly due to the first consolidation of the Pacon Group, which contributed €52,668 thousand. The rise is partially offset by amortisation for the period of €4,350 thousand (including €1,600 thousand relating to the acquirees). A
significant portion of amortisation is attributable to the intangible assets recognised as part of the business combinations carried out in 2016 and, specifically, the trademarks held by the UK Daler-Rowney Lukas Group (€40,223 thousand) and the Canson Group (€32,400 thousand).
The other historic trademarks held by the group are principally "Lapimex" (held by F.I.L.A.-Dixon, S.A. de C.V. (Mexico)), "Lyra" (held by Lyra KG (Germany)) and "DOMS" (held by DOMS Industries Pvt Ltd (India)).
The caption's average useful life is 30 years at the reporting date.
The caption "Other" increased to €40,990 thousand from €40,795 thousand at December 31, 2017 due to both the contribution of the Pacon Group (€997 thousand) and investments and transfers from assets under development totalling €2,990 thousand. The investments made during the nine months mainly related to the implementation and roll out of the new ERP system at some of the group companies. Amortisation of €2,763 thousand, which includes €265 thousand related to the acquirees, mostly relates to the development technology recognised by the Daler-Rowney Lukas Group companies (€30,532 thousand), the Canson Group (€1,500 thousand) and St. Cuthberts (€2,462 thousand), which were identified as strategic assets through the PPA performed as part of the business combinations carried out in 2016.
The average useful life of "Other" is 13 years at September 30, 2018.
Assets under development amount to €2,292 thousand and mostly relate to the implementation of the new ERP system.
Note 2 – Property, plant and equipment
Property, plant and equipment amount to €99,882 thousand (December 31, 2017: €88,355 thousand).
Changes for the period are as follows:
| Note 2.A - PROPERTY, PLANT AND EQUIPMENT | |||||||
|---|---|---|---|---|---|---|---|
| €'000 | Land | Buildings | Plant and machinery |
Industrial and commercial equipment |
Other assets Assets under construction |
Total | |
| Historical cost | |||||||
| December 31, 2017 | 13,639 | 53,519 | 104,884 | 19,055 | 11,502 | 8,208 | 210,807 |
| Increases | 62 | 6,662 | 24,476 | (239) | 2,389 | (3,157) | 30,192 |
| Investments | 62 | 335 | 5,068 | 461 | 539 | 5,575 | 12,040 |
| of which: change in consolidation scope | - | - | - | - | - | 332 | 332 |
| Transfers from assets under construction | - | 5,279 | 4,231 | 70 | 30 | (9,610) | - |
| Reclassifications | - | (66) | 659 | (822) | 230 | - | - |
| Change in consolidation scope | - | 1,114 | 14,518 | - | 1,590 | 859 | 18,081 |
| Exchange gains | - | - | - | 52 | - | 18 | 70 |
| (570) | (816) | (3,141) | (434) | (303) | - | (5,264) | |
| (206) | (557) | (2,668) | (432) | (207) | - | (4,070) | |
| Impairment losses | - | - | (26) | (2) | (22) | - | (51) |
| Exchange losses | (364) | (259) | (447) | - | (74) | - | (1,144) |
| September 30, 2018 | 13,131 | 59,366 | 126,219 | 18,382 | 13,588 | 5,050 | 235,735 |
| Accumulated depreciation | |||||||
| December 31, 2017 | - | (29,965) | (66,286) | (17,024) | (9,176) | (122,452) | |
| Increase | (2,788) | (12,736) | 349 | (1,515) | (16,689) | ||
| Depreciation | (1,779) | (6,314) | (468) | (928) | (9,489) | ||
| of which: change in consolidation scope | (61) | (506) | (93) | (660) | |||
| Change in consolidation scope | (726) | (5,617) | - | (581) | (6,924) | ||
| Exchange gains | (45) | (159) | (73) | - | (276) | ||
| Reclassifications | (238) | (646) | 890 | (6) | - | ||
| Decreases | 281 | 2,401 | 371 | 235 | 3,288 | ||
| Disinvestments | 281 | 2,401 | 371 | 207 | 3,260 | ||
| Exchange losses | - | - | - | 28 | 28 | ||
| September 30, 2018 | (32,472) | (76,622) | (16,304) | (10,456) | (135,853) | ||
| Carrying amount at December 31, 2017 | 13,639 | 23,554 | 38,598 | 2,031 | 2,326 | 8,208 | 88,355 |
| Carrying amount at September 30, 2018 | 13,131 | 26,893 | 49,598 | 2,078 | 3,132 | 5,050 | 99,882 |
| Change | (508) | 3,339 | 11,000 | 47 | 806 | (3,158) | 11,527 |
The caption "Land" of €13,131 thousand at the reporting date (December 31, 2017: €13,639 thousand) shows the land belonging to the buildings and production facilities of F.I.L.A. S.p.A. (Rufina Scopeti – Italy), the subsidiary Lyra KG (Germany), DOMS Industries Pvt Ltd (India), Daler Rowney Ltd (United Kingdom) and Canson SAS (France). In addition to exchange losses of €364 thousand, the decrease for the period includes €206 thousand due to land sold as a result of the closure of a warehouse by Daler Rowney Ltd (United Kingdom) and an increase of €62 thousand due to a purchase made by DOMS Industries Pvt Ltd (India).
The caption "Buildings" amount to €26,893 thousand at September 30, 2018 (December 31, 2017: €23,554 thousand) and mainly includes the buildings making up the group's production facilities. It
increased by €3,339 thousand on December 31, 2017. Net investments of €59 thousand were principally made by Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico) and St. Cuthberts Mill (United Kingdom), whereas transfers from assets under construction totalled €5,279 thousand related to Canson SAS (France) for the preparation of the Annonay European logistics hub. The increase was partially offset by the sales by Daler Rowney Ltd (United Kingdom) of the buildings relating to the abandoned warehouse at Wareham (€235 thousand). The increase in buildings coming from the acquisition of the Pacon Group is €388 thousand and mainly relates to Pacon Corporation (USA).
Depreciation totalled €1,779 thousand and especially relates to Canson SAS (France), F.I.L.A. S.p.A., Lyra KG (Germany) and DOMS Industries Pvt Ltd (India).
The caption "Plant and machinery" amounts to €49,598 thousand (December 31, 2017: €38,598 thousand). The €11,000 thousand increase is principally related to the acquisition of the Pacon Group (€8,901 thousand). The group's net investments for the period totalled €4,801 thousand and mainly relate to DOMS Industries Pvt Ltd (India), which invested €2,653 thousand to upgrade its production facilities, especially in the arts and crafts segment, and Daler Rowney Ltd., which invested €819 thousand to prepare its new warehouse. Transfers from assets under construction amount to €4,231 thousand, principally related to Canson SAS (France) for the preparation of the Annonay European logistics hub. The increase comprises exchange losses of €606 thousand and depreciation of €6,314 thousand, €506 thousand of which relating to the new acquirees.
"Industrial and commercial equipment" amount to €2,078 thousand (December 31, 2017: €2,031 thousand). The €47 thousand increase is mainly due to net investments of €400 thousand made especially by F.I.L.A. S.p.A. and Daler Rowney Ltd (United Kingdom).
The caption "Other assets" amount to €3,132 thousand (December 31, 2017: €2,326 thousand) and mainly comprises office furniture and equipment, office electronic machines and cars. The €806 thousand increase is principally related to the acquisition of the Pacon Group (€1,009 thousand). On a like-for-like basis, the group's net investments amount to €539 thousand and were principally made by DOMS Industries Pvt Ltd (India), Dixon Ticonderoga Company (USA), Brideshore S.r.l. (Dominican Republic), Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico), Lukas-Nerchau GmbH (Germany) and F.I.L.A. Chile Ltda (Chile). The increase is net of depreciation for the period of €928 thousand, €93 thousand of which related to the new acquirees.
Assets under construction comprise those assets being constructed internally by group companies that are not yet available for use. They amount to €5,050 thousand at the reporting date, mainly relating to DOMS Industries Pvt Ltd (€1,396 thousand), Pacon Corporation (€1,092 thousand) and Canson Inc. (€949 thousand), for the construction and extension of their local production facilities.
There are no items of property,plant and equipment whose use is restricted.
Note 3 - Financial assets
Financial assets amount to €5,398 thousand (December 31, 2017: €4,337 thousand).
| Note 3.A - NON-CURRENT FINANCIAL ASSETS | |||||
|---|---|---|---|---|---|
| €'000 | Loans and receivables |
Derivatives Other financial assets |
Total | ||
| December 31, 2017 | 358 | 1,053 | 2,926 | 4,337 | |
| non-current portion | 6 | 1,053 | 2,859 | 3,918 | |
| September 30, 2018 | current portion | 352 716 |
- 1,468 |
67 3,214 |
419 5,398 |
| non-current portion | 442 | 1,468 | 2,904 | 4,814 | |
| current portion | 274 | - | 310 | 584 | |
| Change | 358 | 415 | 288 | 1,061 | |
| non-current portion | 436 | 415 | 45 | 896 | |
| current portion | (78) | - | 243 | 165 |
Loans and receivables
This caption amounts to €716 thousand and shows loan assets with third parties of the parent (€274 thousand), Pacon Corporation (USA) (€436 thousand) and Omyacolor SA (€6 thousand).
Derivatives
This caption shows the fair value of derivatives hedging the credit facility (hedged item) taken out by the parent and Dixon Ticonderoga Company (USA) to acquire the Pacon Group and to repay a previous facility agreed by the parent in 2016 (to fund the acquisitions of the Daler-Rowney Lucas Group, Canson Group and St. Cuthberts Holding).
As a result of the termination of the credit facility agreed in 2016, the related hedging derivatives were settled. Based on hedge accounting, the settlement of the €1,053 thousand IRSs has been fully offset by
the concurrent reclassification of their fair value changes that had been accumulated in equity to profit or loss.
Subsequently, on July 31, 2018, F.I.L.A. S.p.A. and Dixon Ticonderoga Company (USA) entered into new IRSs with an effective date of June 29, 2018 and a maturity date matching that of the new credit facility. They were signed with the same lending banks and provide for fixed exchange rates compared to the 3-month Euribor and the 3-month Libor (for amounts drawn in Euros and US dollars, respectively) provided for by the previous derivatives. They have been designated as hedges since their characteristics are in line with those of the hedged instrument, i.e.,:
- maturity;
- repayment plan broken down into quarterly instalments with interest in arrears
- indexed variable interest rate.
In accordance with IAS 39, the group applied hedge accounting to its hedging derivatives and, specifically, the accounting treatment for cash flow hedges, which requires the recognition of a financial asset or liability and an equity reserve. At September 30, 2018, the fair value of those derivatives was €1,468 thousand, including €402 thousand relating to F.I.L.A. S.p.A. and €1,066 thousand relating to Dixon Ticonderoga Company (USA).
As required by IFRS 7, the fair value of derivatives at September 30, 2018 and their hedging characteristics are detailed below:
| characteristics are detailed below: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Euros | F.I.L.A. S.p.A. | Intesa Sanpaolo S.p.A. |
Banca Nazionale del Lavoro S.p.A. |
Mediobanca Banca di Credito Finanziario S.p.A. |
UniCredit S.p.A. | |||||
| IRS Agreement date |
Loan | % hedged |
Fixed rate |
Variable rate |
Notional | Notional | Notional | Notional | Total | |
| IRS 1 6/29/2018 | TLA F.I.L.A. S.p.A. | 100% | 0.30% -0.335% | 8,250,000 | 27,750,000 | 19,500,000 | 19,500,000 | 75,000,000 | ||
| IRS 2 6/29/2018 | TLB F.I.L.A. S.p.A. | 100% | 0.54% -0.335% | - | 43,200,000 | 23,400,000 | 23,400,000 | 90,000,000 | ||
| IRS 3 6/29/2018 | TLC F.I.L.A. S.p.A. | 20% | 0.397% -0.335% | - | 12,000,000 | 6,500,000 | 6,500,000 | 25,000,000 | ||
| 8,250,000 | 82,950,000 | 49,400,000 | 49,400,000 | 190,000,000 | ||||||
| Dixon Ticonderoga Company (USA) IRS 1 and 2 in USD, IRS 3 in Euros |
Intesa Sanpaolo S.p.A. |
Banca Nazionale del Lavoro S.p.A. |
Mediobanca Banca di Credito Finanziario S.p.A. |
UniCredit S.p.A. | ||||||
| IRS Agreement date |
Loan | % hedged |
Fixed rate |
Variable rate |
Notional | Notional | Notional | Notional | Total | |
| IRS 1 6/29/2018 | TLA Dixon Tic. - USD | 100% | 3.05% | 2.195% | 19,887,435 | 22,351,365 | 22,879,350 | 22,879,350 | 87,997,500 | |
| IRS 2 6/29/2018 | TLB Dixon Tic. - USD | 100% | 3.08% | 2.195% | 28,832,565 | 33,528,635 | 34,320,650 | 34,320,650 | 131,002,500 | |
| IRS 3 11/3/2016 | TLB Dixon Tic. - € | 20% | 0.538% -0.335% | 9,603,796 | 10,793,647 | 11,048,615 | 11,048,615 | 42,494,673 | ||
| 58,323,796 | 66,673,647 | 68,248,615 | 68,248,615 | 261,494,673 |
Other financial assets
Other financial assets rose by €288 thousand to €3,214 thousand (December 31, 2017: €2,926 thousand). They mainly include guarantee deposits for goods and services supply agreements recognised by various group companies, including Canson SAS (€797 thousand), DOMS Industries Pvt Ltd (€840 thousand) and Grupo Fila – Dixon, S.A. de C.V. (€313 thousand). They also include plan
assets of €575 thousand relating to a portion of the employee benefit plans of Dixon Ticonderoga Company (USA).
The current portion of other financial assets mostly relates to the price adjustment to the acquisition price of the Pacon Group, which led to the recognition of a financial asset of €226 thousand at the reporting date, against a reduction in the goodwill generated by the acquisition.
Financial assets are presented at their fair value at the reporting date. Fair value measurement is based on the following hierarchy levels:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: quoted prices (unadjusted) in active markets for identical assets or liabilities that are observable either directly (prices) or indirectly (derived from prices);
- Level 3: unobservable inputs for the asset or liability.
A breakdown of financial assets measured at fair value by hierarchical level at September 30, 2018 and December 31, 2017 is as follows:
| September 30, 2018 | Measurement | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|---|
| €'000 | model | ||||
| Financial assets | |||||
| Cash and cash equivalents | |||||
| 45,041 | Fair value | ||||
| Current and non-current financial assets | 5,398 | Fair value | 5,398 | ||
| Total financial assets | 50,439 | с | Ξ | 5,398 | |
| $\epsilon$ '000 | December 31, 2017 | Measurement model |
Level 1 | Level 2 | Level 3 |
| Financial assets | |||||
| Cash and cash equivalents | |||||
| 38.558 | Fair value | ||||
| Current and non-current financial assets | 4.337 | Fair value | 4.337 | ||
| Total financial assets | 42,895 | ۰ | 4.337 |
Note 4 - Equity-accounted investments
| Note 4.A EQUITY-ACCOUNTED INVESTMENTS | |
|---|---|
| €'000 | Amount |
| December 31, 2017 | 782 |
| Increases | 83 |
| Increase in investments | 83 |
| Decreases | (71) |
| Exchange losses | (71) |
| September 30, 2018 | 794 |
| Change | 12 |
Equity-accounted investments amount to €794 thousand (December 31, 2017: €782 thousand).
The increase for the period relates to investments in associates held by DOMS Industries Pvt Ltd (India). Their carrying amount was adjusted to reflect the group's share of the associates' equity at the reporting date.
Note 5 – Other equity investments
Other equity investments of €31 thousand relate to the 1% investment in Maimeri S.p.A. held by F.I.L.A. S.p.A. (€28 thousand) and the parent's interests in the consortia Conai, Energia Elettrica Zona Mugello and Energia Elettrica Milano. They are recognised at their fair value.
Note 6 – Deferred tax assets
Deferred tax assets amount to €18,218 thousand at September 30, 2018 (December 31, 2017: €15,660 thousand).
The increase for the period and opening and closing balances are broken down in the following table:
| Note 6.A - CHANGES IN DEFERRED TAX ASSETS | ||||
|---|---|---|---|---|
| €'000 | ||||
| December 31, 2017 | 15,660 | |||
| Increase | 5,703 | |||
| Utilisation | (4,093) | |||
| Exchange gains | 205 | |||
| Increase recognised in equity | 743 | |||
| September 30, 2018 | 18,218 | |||
| Change | 2,558 |
The closing balance mainly includes deferred tax assets calculated on intangible assets, property, plant and equipment, taxed provisions for risks and charges, tax losses carried forward, ACE and inventories.
The increase recognised in equity of €743 thousand includes the estimated tax on the opening balance (FTA) of the IFRS 9 adjustment recognised in equity (€743 thousand), partially offset by the tax on the actuarial gains and losses on pension plans recognised by the various group companies (€160 thousand).
Deferred tax assets at the reporting date are those whose realisation is probable based on the future taxable profits estimated by management.
Note 7 - Current tax assets
Current tax assets amount to €11,738 thousand (December 31, 2017: €8,689 thousand) and mainly relate to the parent (€2,813 thousand), Dixon Ticonderoga Co. (USA) (€3,408 thousand) and DOMS Industries Pvt Ltd (India) (€2,393 thousand).
Note 8 – Inventories
| Note 8.A - INVENTORIES | |||||
|---|---|---|---|---|---|
| €'000 | Raw materials, consumables and supplies |
Work in progress and semi-finished products |
Finished goods | Total | |
| December 31, 2017 | 43,895 | 22,895 | 111,909 | 178,699 | |
| September 30, 2018 | 61,797 | 29,478 | 171,368 | 262,643 | |
| Change | 17,902 | 6,583 | 59,459 | 83,944 |
Inventories amount to €262,643 thousand (December 31, 2017: €178,699 thousand).
The €83,944 thousand increase is due to the consolidation of the Pacon Group (which contributed €56,815 thousand at the acquisition date) and the rise in volume in line with sales forecasts. The increase especially relates to the US subsidiaries Dixon Ticonderoga Company and Canson Inc., Daler Rowney Ltd (United Kingdom), Canson SAS (France) and DOMS Industries Pvt Ltd (India);
Inventories are stated net of the allowance for inventory write-down relating to raw materials (€1,519 thousand), work in progress (€272 thousand) and finished goods (€5,437 thousand). The write-downs are made for obsolete or slow-moving items whose carrying amount cannot be recovered through their sale.
| Note 8.B- CHANGE IN THE ALLOWANCE FOR INVENTORY WRITE-DOWN | ||||||
|---|---|---|---|---|---|---|
| €'000 | Raw materials, consumables and supplies |
Work in progress and semi-finished products |
Finished goods | Total | ||
| December 31, 2017 | 1,578 | 328 | 2,947 | 4,853 | ||
| Accruals | 205 | - | 1,283 | 1,488 | ||
| Utilisations | (122) | (26) | (1,383) | (1,532) | ||
| Release | (143) | (29) | (68) | (240) | ||
| Change in consolidation scope | - | - | 2,562 | 2,562 | ||
| Exchange gains (losses) | 1 | (1) | 96 | 96 | ||
| September 30, 2018 | 1,519 | 272 | 5,437 | 7,228 | ||
| Change | (59) | (56) | 2,490 | 2,375 |
The allowance for inventory write-down rose by €2,375 thousand in the first nine months of 2018, principally due to the change in the consolidation scope.
Note 9 - Trade receivables and other assets
| Trade receivables and other assets total €209,784 thousand (December 31, 2017: €132,768 thousand). | |||
|---|---|---|---|
| ---------------------------------------------------------------------------------------------------- | -- | -- | -- |
| Note 9.A - TRADE AND OTHER RECEIVABLES | |||||
|---|---|---|---|---|---|
| €'000 | September 30, 2018 | December 31, 2017 | Change | ||
| Trade receivables | 193,944 | 118,701 | 75,243 | ||
| Tax assets | 4,245 | 5,198 | (953) | ||
| Other | 6,865 | 5,560 | 1,305 | ||
| Prepayments and accrued income | 4,730 | 3,309 | 1,421 | ||
| Total | 209,784 | 132,768 | 77,016 |
Trade receivables rose by €75,243 thousand at September 30, 2018 compared to December 31, 2017. Net of exchange gains of €2,119 thousand and the change in the consolidation scope (€42,917 thousand), the increase would have been €30,207 thousand, mainly relating to the parent, Dixon Ticonderoga Company (USA), Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico) and the Spanish subsidiaries F.I.L.A. Hispania S.L. e F.I.L.A. Iberia S.L.. It reflects the business seasonal trends, with trade receivables reaching their peak in the central months of the year, consistently with the turnover trend. The application of IFRS 9 led to a decrease of €3,374 thousand in trade receivables.
Changes in the loss allowance are as follows:
| Note 9.B - CHANGES IN THE LOSS ALLOWANCE | ||
|---|---|---|
| €'000 | ||
| December 31, 2017 | 5,262 | |
| Accruals | 2,139 | |
| Utilisations | (94) | |
| Release | (4) | |
| Change in consolidation scope | 19 | |
| Exchange gains | 51 | |
| Other variations - IFRS 9 | 2,060 | |
| September 30, 2018 | 9,433 | |
| Change | 4,171 |
The loss allowance rose by €9 thousand, principally as a result of the adoption of IFRS 9 by the group companies. Under the new standard, the "incurred loss" model provided for by IAS 39 has been replaced by the "expected credit loss" model. The allowance reflects the lifetime expected credit losses of trade receivables. The group assesses whether the credit risk on a financial asset has increased significantly since initial recognition in order to estimated expected credit losses considering reasonable and supportable information, that is available without undue cost or effort. This includes quantitative and qualitative information, historical and forward-looking information and an assessment of the credit risk over the expected life of the financial asset. The group estimated that the effect of the application of the new standard on the opening balance was €2,060 thousand, while the impact on profit or loss was €1,314 thousand. This effect was recognised in an equity reserve.
The caption "Tax assets" amounts to €4,245 thousand (December 31, 2017: €5,198 thousand) and includes VAT (€2,838 thousand) and other local indirect tax assets (€1,407 thousand).
"Other" of €6,865 thousand (December 31, 2017: €5,560 thousand) mainly includes amounts due from personnel (€186 thousand) and social security institutions (€61 thousand) and payments on account to suppliers (€4,987 thousand), mostly relating to the Indian and Chinese companies. The caption's carrying amount equals its fair value at the reporting date.
All amounts are due within one year.
Note 10 - Cash and cash equivalents
Cash and cash equivalents amount to €45,041 thousand (December 31, 2017: €38,558 thousand).
| Note 10 - CASH AND CASH EQUIVALENTS | |||||
|---|---|---|---|---|---|
| €'000 | Bank and post office deposits |
Cash in hand and cash equivalents |
Total | ||
| December 31, 2017 | 38,491 | 6 7 |
38,558 | ||
| September 30, 2018 | 44,835 | 206 | 45,041 | ||
| Change | 6,344 | 139 | 6,483 |
Bank and postal accounts show are comprised of temporarily available cash generated by treasury management. They mostly related to the parent's ordinary current accounts (€2,250 thousand) and the subsidiaries' current accounts (€42,585 thousand), specifically, the Pacon group companies (€21,391
thousand), Omyacolor (€3,175 thousand), the Canson group companies (€2,181 thousand), F.I.L.A.- Dixon, S.A. de C.V. (€1,911 thousand), Dixon Ticonderoga Inc. (€1,710 thousand), Lyra KG (€1,290 thousand), FILA Dixon Stationery (Kunshan) Co. Ltd (€1,175 thousand) and Canson Art & Craft Yixing Co., Ltd. (€1,168 thousand).
The caption "Cash in hand and cash equivalents" of €206 thousand, comprises €5 thousand held by F.I.L.A. S.p.A. and €201 thousand by the subsidiaries.
It is recognised at fair value at the reporting date.
The interest on sums deposited in bank and postal accounts accrues at rates indexed to interbank rates, such as the Libor and Euribor.
There are no bank or postal accounts whose use is limited or restricted.
Reference should be made to the "Financial position" section for information on changes in the group's net financial debt.
Note 11 - Net financial debt
| €'000 | September 30, 2018 |
December 31, 2017 |
Change | |
|---|---|---|---|---|
| A | Cash | 206 | 67 | 139 |
| B | Other cash equivalents | 44,835 | 38,491 | 6,344 |
| C | Securities held for trading | - | - | - |
| D | Cash and cash equivalents ( A + B + C) | 45,041 | 38,558 | 6,483 |
| E | Current financial assets | 584 | 419 | 165 |
| F | Current bank loans and borrowings | (91,221) | (72,724) | (18,497) |
| G | Current portion of non-current debt | (21,215) | (18,710) | (2,505) |
| H | Other current loans and borrowings | (199) | (8,239) | 8,040 |
| I | Current financial debt ( F + G + H ) | (112,635) | (99,673) | (12,962) |
| J | Net current financial debt (I + E+ D) | (67,010) | (60,696) | (6,314) |
| K | Non-current bank loans and borrowings | (523,585) | (178,420) | (345,165) |
| L | Bonds issued | - | - | - |
| M | Other non-current loans and borrowings | (1,110) | (504) | (606) |
| N | Non-current financial debt ( K + L + M ) | (524,695) | (178,924) | (345,771) |
| O | Net financial debt (J+N) | (591,705) | (239,620) | (352,085) |
| P | Loans granted to third parties | 442 | 6 | 436 |
| Q | Net financial debt (O + P) - F.I.L.A. Group | (591,263) | (239,614) | (351,649) |
Net financial debt rose by €351,649 thousand compared to December 31, 2017 to €591,263 thousand.
Note:
1) The net financial debt calculated at point "O" complies with the requirements of Consob communication no. 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 that calculated in accordance with the above communication by Euro 442 thousand in relation to the non-current portion of loans granted to third parties by Omyacolor S.A and Pacon Corporation.
2) At September 30, 2018, there were no related party transactions which affected net financial debt.
Reference should be made to the "Financial position" section for information on changes in the group's net financial debt.
Note 12 - Share capital and equity
Share capital
The parent's subscribed and fully paid-up share capital at September 30, 2018 comprises 41,332,477 shares, as follows:
- 34,765,969 ordinary shares without a nominal amount;
- 6,566,508 class B shares without a nominal amount, which carry three voting rights exercisable in the parent's ordinary and extraordinary shareholders' meetings.
A breakdown of the parent's share capital is as follows:
| No. of shares | % of share capital | Listing | |
|---|---|---|---|
| Ordinary shares | 34,765,969 | 84.11% | MTA - STAR Segment |
| Class B shares (multiple votes) | 6,566,508 | 15.89% | Unlisted shares |
According to the available information, published by Consob and updated at September 30, 2018, the main shareholders of the parent are:
| Shareholder | Ordinary shares | % | ||
|---|---|---|---|---|
| Pencil S.p.A. | 13,133,032 | 37.78% | ||
| Venice European Investment Capital S.p.A. | 3,741,799 | 10.76% | ||
| Space Holding S.r.l. | 597,150 | 1.72% | ||
| Market investors | 17,293,988 | 49.74% | ||
| Total | 34,765,969 | |||
| Shareholder | Ordinary shares | Class B shares | Total | Voting rights |
| Pencil S.p.A. | 13,133,032 | 6,566,508 | 19,699,540 | 60.28% |
| Venice European Investment Capital S.p.A. | 3,741,799 | 3,741,799 | 6.87% | |
| Space Holding S.r.l. Market investors |
597,150 17,293,988 |
597,150 17,293,988 |
1.10% 31.75% |
All ordinary shares carry unrestricted voting rights.
Each class B share carries three voting rights, in accordance with article 127-sexies of Legislative decree no. 58/1998.
Legal reserve
It amounts to €7,434 thousand at the reporting date.
Share premium
It amounts to €65,349 thousand at the reporting date (December 31, 2017: €65,349 thousand).
The portion of share premium related to the fair value gain on the investment in DOMS Industries Pvt Ltd (€15,052 thousand), recognised when the group obtained control thereof is not available for distribution pursuant to article 6.1.a of Legislative decree no. 38 of February 28, 2015.
Sponsor warrants
No sponsor warrants were exercised during the period.
Actuarial reserve
The actuarial reserve recognised in accordance with IAS 19 is negative by €972 thousand. The group recognised actuarial gains of €699 thousand during the period.
Other reserves
These are negative by €19,585 thousand at the reporting date, with an increase of €819 thousand on December 31, 2017. They are mainly comprised as follows:
- the hedging reserve relating to the IRSs signed by the parent, Dixon Ticonderoga Company (USA) and Canson SAS. It amounts to €1,446 thousand at the reporting date, with an increase of €428 thousand on December 31, 2017;
- the share based premium reserve of €2,700 thousand, up by €391 thousand, set up to cover the group's management incentive plan. It is accounted for in accordance with the relevant standard on equity-settled share-based payment transactions. Changes in the fair value of the options granted to employees since the grant date are recognised in personnel expense over the vesting period, with a corresponding increase in equity under "Other reserves". The cost is adjusted to reflect the actual number of vested options based on the employees' achievement of the relevant service and non-market conditions. Likewise, the fair value of the granted options is measured taking into account all non-vesting conditions. With reference to the latter, any differences between the grant-date assumptions and actual figures do not affect on the condensed interim consolidated financial statements.
Translation reserve
This caption includes the exchange differences on the translation of the financial statements of subsidiaries prepared in foreign currencies and translated into the reporting currency (Euro).
Changes in the translation reserve for the reporting period are as follows:
TRANSLATION RESERVE
| €'000 | |
|---|---|
| December 31, 2017 | (26,836) |
| Changes | |
| Difference between the average rate for the period and the closing rate | 1,412 |
| Difference between the historical rate and the closing rate | 3,382 |
| September 30, 2018 | (22,042) |
| Change | 4,794 |
Retained earnings
This caption amounts to €148,939 thousand, with an increase of €10,890 thousand over the previous year end, mainly attributable to:
- the dividends of €3,720 thousand distributed to the parent's shareholders, as per their resolution of April 27, 2018;
- the allocation of the profit for 2017 of €15,767 thousand;
- the FTA of IFRS 9, which led to the recognition of fair value losses of €2,060 thousand on the group companies' trade receivables, which, net of the estimated tax effect of €903 thousand, decreased the opening balance by €1,157 thousand.
Equity attributable to non-controlling interests
Equity attributable to non-controlling interests decreased by €1,094 thousand, mainly as a result of:
- the profit for the period of €1,099 thousand attributable to non-controlling interests;
- the dividends of €159 thousand distributed to non-controlling investors;
- exchange losses of €2,034 thousand.
Basic and diluted earnings per share
Basic earnings per share are calculated by dividing the profit (loss) for the period attributable to the owner of the parent by the weighted average number of outstanding ordinary shares during the period, excluding any treasury shares.
Diluted earnings per share are calculated by dividing the profit (loss) for the period attributable to the owner of the parent by the weighted average number of outstanding ordinary shares during the period and those potentially arising from the conversion of all potential ordinary shares with dilutive effect.
Reference should be made to the statement of comprehensive income for a breakdown of basic and diluted earnings per share.
The parent's equity and profit for the period are reconciled with the related consolidated figures in the following table:
| €'000 | |
|---|---|
| F.I.L.A. S.p.A. | 163,184 |
| Elimination of intragroup margins and consolidation entries | (2,899) |
| Consolidation of Omyacolor S.A. (France) | 8,489 |
| Consolidation of F.I.L.A. Hispania S.A. (Spain) | 3,323 |
| Consolidation of FILA Art and Craft (Israel) | (72) |
| Consolidation of Dixon Ticonderoga Group | 79,010 |
| Consolidation of Lyra Group | 105 |
| Consolidation of FILA Stationary and Office Equipment Industry Ltd. Co. (Turkey) | (2,391) |
| Consolidation of FILA Stationary O.O.O. (Russia) | (881) |
| Consolidation of FILA Hellas (Greece) | 1,632 |
| Consolidation of Industria Maimeri S.p.A. (Italy) | (658) |
| Consolidation of FILA SA (South Africa) | (1,092) |
| Consolidation of Fila Polska Sp. Z.o.o (Poland) | 839 |
| Consolidation of DOMS Industries Pvt Ltd (India) | 18,945 |
| Consolidation of Daler-Rowney Lukas Group | (13,577) |
| Consolidation of St Cuthberts Holding (UK) | 783 |
| Consolidation of FILA Iberia S.L. (Spain) | 2,834 |
| Consolidation of Canson Group | (12,504) |
| Consolidation of FILA Art Product AG (Switzerland) | (116) |
| Consolidation of Pacon Group | 5,018 |
| Total equity | 249,972 |
| Consolidation of non-controlling interests | 23,534 |
| F.I.L.A. Group | 226,438 |
Reconciliation between the parent's equity and that of F.I.L.A. Group at September 30, 2018
Reconciliation of the parent's profit for the period with that of the group
| €'000 | |
|---|---|
| F.I.L.A. S.p.A. | 9 |
| Loss of subsidiaries of the parent | (18,414) |
| Elimination of intragroup transactions: | |
| Dividends | (18,803) |
| Net intragroup profits on inventories | 1,218 |
| Application of group accounting policies: | |
| Stock option plan | (166) |
| FTA of IFRS 9 | (535) |
| Daler Rowney Lukas Group - reversal of impairment losses on equity investments in wound-up dormant entities |
48,078 |
| F.I.L.A. S.p.A. - reversal of credit gains on intragroup receivables | (234) |
| Total profit | 11,153 |
| Non-controlling interests | 1,099 |
| F.I.L.A. Group | 10,054 |
Note 13 - Financial liabilities
They amount to €637,309 thousand at September 30, 2018 (December 31, 2017: €278,562 thousand), including non-current and current financial liabilities of €524,674 thousand and €112,635 thousand, respectively. They comprise current and non-current bank and other loans and borrowings and bank overdrafts.
Their breakdown at September 30, 2018 is as follows:
| Note 13.A - FINANCIAL LIABILITIES: Third parties | |||||||
|---|---|---|---|---|---|---|---|
| Bank loans and borrowings Other loans and borrowings Bank overdrafts |
|||||||
| €'000 | Principal | Interest | Principal | Interest | Principal | Interest | Total |
| December 31, 2017 | 254,695 | (3,146) | 8,762 | (54) | 18,133 | 172 | 278,562 |
| non-current portion | 181,820 | (3,400) | 513 | (44) | - | - | 178,889 |
| current portion | 72,875 | 254 | 8,249 | (10) | 18,133 | 172 | 99,673 |
| September 30, 2018 | 629,864 | (7,043) | 1,328 | (40) | 13,154 | 4 6 |
637,309 |
| non-current portion | 532,176 | (8,591) | 1,123 | (34) | - | - | 524,674 |
| current portion | 97,688 | 1,548 | 205 | (6) | 13,154 | 46 | 112,635 |
| Change | 375,168 | (3,897) | (7,434) | 1 4 |
(4,979) | (126) | 358,747 |
| non-current portion | 350,356 | (5,191) | 610 | 10 | - | - | 345,785 |
| current portion | 24,813 | 1,294 | (8,044) | 4 | (4,979) | (126) | 12,962 |
Bank loans and borrowings
Bank loans and borrowings total €622,821 thousand, of which €99,236 thousand current (December 31, 2017: €73,129 thousand) and €523,585 thousand non-current (December 31, 2017: €178,420 thousand).
The main increase is due to the new credit facility agreement signed by the parent and Dixon Ticonderoga Company (USA) on June 4, 2018. The two companies signed the structured credit facility with a bank syndicate comprising Mediobanca - Banca di Credito Finanziario S.p.A., UniCredit S.p.A., Banca IMI S.p.A., Banco BPM S.p.A. and Banca Nazionale del Lavoro S.p.A. for a non-recurring transaction, i.e., the acquisition of Pacon Holding Company, the Pacon Group's parent. Part of the credit facility granted to F.I.L.A. S.p.A. was used to repay a previous facility agreed in 2016 (to fund the acquisitions of the Daler-Rowney Lucas Group, the Canson Group and St. Cuthberts Holding) and subsequently increased by €30,000 thousand in early 2018. When it signed the new senior facility agreement on June 4, 2018, the parent extinguished the outstanding amount of €220,276 thousand.
The agreement covers three different facilities, with an established repayment plan and a total amount of €520,000 thousand, and a revolving credit facility for a maximum amount of €50,000 thousand.
The following table shows the amount of each facility and the revolving credit facility at the disbursement date:
| Note 13.C - BANK LOANS AND BORROWINGS: BREAKDOWN | ||||
|---|---|---|---|---|
| €'000 | Principal F.I.L.A. S.p.A. |
Principal Dixon Ticonderoga Company (USA) |
Total | |
| Facility A | 75,000 | 75,000 | 150,000 | |
| Facility B | 90,000 | 155,000 | 245,000 | |
| Facility C | 125,000 | 0 | 125,000 | |
| RCF(1) | 5,662 | 20,708 | 26,370 | |
| Total | 295,662 | 250,708 | 546,370 |
(1) Revolving Credit Facility for a maximum amount of €50,000 thousand .
Facility A (€150,000 thousand) is repayable in eight half-yearly instalments from December 2019, whereas facilities B (€245,000 thousand) and C (€125,000 thousand) provide for bullet repayments on June 4, 2024 and 2023, respectively. The revolving credit facility provides for short-term drawdowns (due within one, three or six months) of a maximum amount of €50,000 thousand.
The repayment plan of each facility is detailed below:
| Note 13.D - BANK LOANS AND BORROWINGS: REPAYMENT PLAN | |||||
|---|---|---|---|---|---|
| €'000 | Facility | Principal F.I.L.A. S.p.A. |
Principal Dixon Ticonderoga Company (USA) |
Total | |
| December 4, 2019 | Facility A | 3,750 | 3,750 | 7,500 | |
| June 4, 2020 | Facility A | 3,750 | 3,750 | 7,500 | |
| December 4, 2020 | Facility A | 5,625 | 5,625 | 11,250 | |
| June 4, 2021 | Facility A | 5,625 | 5,625 | 11,250 | |
| December 6, 2021 | Facility A | 7,500 | 7,500 | 15,000 | |
| June 6, 2022 | Facility A | 7,500 | 7,500 | 15,000 | |
| December 5, 2022 | Facility A | 11,250 | 11,250 | 22,500 | |
| June 2, 2023 | Facility A | 30,000 | 30,000 | 60,000 | |
| Total - Facility A | 75,000 | 75,000 | 150,000 | ||
| Bullet repayment - June 4, 2024 | Facility B | 90,000 | 155,000 | 245,000 | |
| Total - Facility B | 90,000 | 155,000 | 245,000 | ||
| Bullet repayment - June 4, 2023 | Facility C | 125,000 | 0 | 125,000 | |
| Total - Facility C | 125,000 | - | 125,000 |
The financing was initially recognised at fair value, including transaction costs. The carrying amount was subsequently adjusted for repayments of principal, any impairment losses and the amortisation of the difference between the repayment value and the initial carrying amount. Amortisation is calculated
at the effective internal interest rate, which is the rate that, at initial recognition, exactly discounts the expected cash flows to the initial carrying amount (amortised cost method). Interest expensed during the period in accordance with the amortised cost method is €1,494 thousand (including €802 thousand relating to F.I.L.A. S.p.A. and €692 thousand relating to Dixon Ticonderoga USA). In addition to the financing, the non-current portion includes derivatives' transaction costs measured at a fair value of €3,500 thousand.
Net of the financing relating to F.I.L.A. S.p.A. (€291,579 thousand) and Dixon Ticonderoga (€234,464 thousand) and considering the amortised cost effect of €8,591 thousand, the remaining non-current financial liabilities amount to €6,134 thousand and mainly include the non-current portions of the loans granted to:
- Industria Maimeri S.p.A. (Italy) by Banca Popolare di Milano, BPER and Creval (€120 thousand);
- DOMS Industries Pvt Ltd (India) by HDFC Bank (€640 thousand);
- Lyra KG (Germany) by Hypo Real Estate (€80 thousand);
- Canson SAS (France) by Intesa Sanpaolo (€5,294 thousand).
The current portion of bank loans and borrowings amounts to €99,236 thousand, up by €26,107 thousand on December 31, 2017, mainly due to the greater use of the credit facilities granted to the group companies. However, this is typical of the group's business, which requires larger financial resources in the central months of the year and smaller towards year end. The group's main exposures with banks are as follows:
- €50,106 thousand drawn down from the credit facilities and revolving credit facility with Unicredit S.p.A., Intesa Sanpaolo S.p.A. and Bank of the West, mentioned above, granted to Dixon Ticonderoga Company (USA). The €32,517 thousand increase on December 31, 2017 includes exchange losses of €634 thousand;
- €31,928 thousand drawn down from the credit facilities with Banamex S.A., Grupo Financiero BBVA Bancomer S.A., Banco Santander S.A., HSBC México, S.A. and Scotiabank Inverlat S.A. granted to Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico). The €10,579 thousand increase of the first nine months of 2018 includes exchange losses of €1,844 thousand;
- €6,900 thousand drawn down from the credit facilities granted to Lyra KG (Germany) by Commerzbank and HVB. The German subsidiary's current financial debt also includes the current portion of the loans granted by Hypo Real Estate (€220 thousand). The subsidiary's total exposure rose by €1,392 thousand compare to the end of 2017;
-
current loan of €1,830 thousand granted to FILA Stationary and Office Equipment Industry Ltd. Co. (Turkey) by TEB;
-
current portion of €1,222 thousand of the loans granted to Industria Maimeri by Banca Popolare di Milano, BPER and Creval and the current loans of €133 thousand granted by BNL and Banca Popolare di Milano. The subsidiary's exposure rose by €455 thousand on the previous year end;
- €1,292 thousand drawn down from the credit facility granted by Intesa Sanpaolo to Xinjiang, down by €41 thousand on December 31, 2017;
- current portion of €1,056 thousand of the loan taken out by Canson SAS;
- current portion of the loan and credit facilities granted to DOMS Industries Pvt Ltd (India) by HDFC Bank (€1,108 thousand), which decreased by €124 thousand compared to December 31, 2017;
- credit facilities granted to Fila Dixon Stationery (Kunshan) Co., Ltd. (China) by Intesa Sanpaolo S.p.A. and UniCredit S.p.A. (€1,101 thousand), which decreased by €2,333 thousand compared to December 31, 2017.
Covenants
The group's financial debt with leading banks (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.) provides for compliance with negative pledges and financial covenants.
Compliance with the financial covenants is assessed on a half-yearly and yearly basis. Specifically, the financial parameters defined in the facility agreements are: net financial debt, gross operating profit and net financial expense calculated on the basis of the group's condensed interim and annual consolidated financial statements prepared in accordance with the IFRS.
The methods for the calculation of the net financial debt, gross operating profit and net financial expense are defined in the related agreement.
The covenants provided for by the agreement signed by F.I.L.A. S.p.A. and Dixon Ticonderoga Company (USA) which will be applicable as from December 31, 2018 are as follows:
- net financial debt/gross operating profit < 5.50 (if a capital increase of at least €90 million is not carried out;
- net financial debt/gross operating profit < 4.50 (if a capital increase of at least €90 million is carried out);
- gross operating profit/net financial expense > 3.50.
As required by Consob Communication no. DEM/6064293 of July 28, 2006, it is noted that, if the group fails to comply with the covenants provided for in the facility agreements, the lending banks may decide to terminate the agreement and/or trigger the acceleration clause in relation to all or part of the payment obligations.
Financial liabilities - Other loans and borrowings
The caption "Financial liabilities - Other loans and borrowings" amounts to €1,288 thousand (December 31, 2017: €8,708 thousand). Its current portion amounts to €199 thousand (December 31, 2017: €8,239 thousand).
The decrease over the previous year end is mainly due to the parent's payment of its financial liability of €7,500 thousand, which arose following the Canson Group price adjustment contractually provided for and based on the attainment of income targets.
Financial liabilities - Bank overdrafts
The caption "Bank overdrafts" amounts to €13,200 thousand (December 31, 2017: €18,305 thousand). It principally relates to the parent (€3,000 thousand), Industria Maimeri S.p.A. (€5,075 thousand), FILA Hispania (€1,801 thousand), Canson SAS (€1,500 thousand) and Fila Stationary O.O.O. (€1,269 thousand).
Financial liabilities are presented at their fair value at the reporting date. Fair value measurement is based on the following hierarchy levels:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: quoted prices (unadjusted) in active markets for identical assets or liabilities that are observable either directly (prices) or indirectly (derived from prices);
- Level 3: unobservable inputs for the asset or liability.
A breakdown of financial liabilities measured at fair value by hierarchical level at September 30, 2018 and December 31, 2017 is as follows:
| September 30, 2018 | Measurement | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| 622,821 | Amortised cost | 622,821 | ||
| 1,288 | ||||
| 22 | ||||
| 624,131 | ||||
| 1,288 13,200 22 637,331 |
model Fair value Fair value Fair value |
- | - |
| December 31, 2017 | Measurement model | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|---|
| €'000 | |||||
| Financial liabilities | |||||
| Bank loans and borrowings | |||||
| 251,549 | Amortised cost | 251,549 | |||
| Other loans and borrowings | 8,708 | Fair value | |||
| 8,708 | |||||
| Bank overdrafts | 18,305 | Fair value | |||
| Financial instruments | 35 | Fair value | 35 | ||
| Total financial liabilities | 374,860 | - | - | 260,292 |
Note 14 - Employee benefits
The group companies grant post-employment benefits to their employees both directly and by contributing to funds outside the group.
These benefits are granted in a variety of ways, depending on the legal, tax and economic conditions of each country in which the group operates. In particular, the pension reform under Law no. 296/2006 has been considered.
Italian remuneration-based post-employment benefits granted to the parent's employees are governed by article 2120 of the Italian Civil Code. The amount of post-employment benefits due by the employer is proportionate to the remuneration received at the contractual terms signed by the parties on the hiring date.
The other group companies, particularly Omyacolor S.A. (France), Dixon Ticonderoga Company (USA), Grupo F.I.L.A.-Dixon, S.A. de C.V. (Mexico), Daler Rowney Ltd (United Kingdom) and Canson SAS (France), grant post-employment benefits through defined contribution and defined benefit plans.
In the case of defined contribution plans, the group companies pay fixed contributions to a state-owned or private insurance body, based on a statutory or contractual obligation or on a voluntary basis. By paying the contributions, the group companies satisfy all their obligations. The group recognises contributions to the plan as personnel expense when the employees provide service in exchange for the contributions.
The defined benefit plans may be unfunded or partially or fully funded by the contributions paid by the group 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 grants its employees other long-term benefits, generally paid on the reaching of a fixed number of years of service or in the case of invalidity. In this instance, the group recognises an obligation that reflects the payment probability and the related payment period. The amount of these plans is calculated on an actuarial basis, using the projected unit credit method.
Changes in this caption during the first nine months of 2018 are summarised below:
Note 14.A - ITALIAN POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFITS
| €'000 | Post-employment benefits (Italy) |
Other employee benefits |
Total |
|---|---|---|---|
| December 31, 2017 | 2,391 | 6,345 | 8,736 |
| Benefits paid | (679) | (914) | (1,593) |
| of which: change in consolidation scope | - | (18) | (18) |
| Interest cost | 23 | (17) | 6 |
| Service cost | 544 | 1,303 | 1,847 |
| of which: change in consolidation scope | - | 1 8 |
1 8 |
| Actuarial gains | - | (859) | (859) |
| Exchange losses | - | 57 | 57 |
| September 30, 2018 | 2,279 | 5,915 | 8,194 |
| Change | (112) | (430) | (542) |
The actuarial gains of €859 thousand have been recognised directly in equity, net of the tax effect.
The following table breaks down employee benefits by funded and unfunded by plan assets.
| EMPLOYEE BENEFIT PLANS | |||
|---|---|---|---|
| 1. Employee benefit obligations | September 30, 2018 | December 31, 2017 | |
| Present value of obligations funded by plan assets | 2,279 | 2,391 | |
| 2,279 | 2,391 | ||
| Present value of obligations unfunded by plan assets | 8,985 | 9,507 | |
| Fair value of plan assets relating to the obligations | (3,070) | (3,162) | |
| 5,915 | 6,345 | ||
| Total | 8,194 | 8,736 |
The plan assets amount to €3,070 thousand (December 31, 2017: €3,162 thousand) and relate to Dixon Ticonderoga Company (€1,967 thousand) and F.I.L.A.-Dixon, S.A. de C.V. (€1,103 thousand). These financial investments carry an average ROI of 4.5% (equally invested in the "Ticket PFG" fund and guaranteed-return contracts). The "structure" of financial investments at September 30, 2018 did not change on the previous year end.
The cost for employee benefits recognised in profit or loss is as follows:
| 2. Cost recognised in profit or loss | Q3 2018 | 2017 |
|---|---|---|
| Service cost | 1,847 | 2,911 |
| Interest cost | 6 | 194 |
| 1,853 | 3,105 |
The main actuarial assumptions used to estimate post-employment benefits are the following:
| 3. Main actuarial ssumptions at reporting date (average values) |
September 30, 2018 | December 31, 2017 |
|---|---|---|
| Annual technical discount rate | 3.9% | 3.3% |
| Increase in cost of living index | 4.3% | 3.7% |
| Future salary increase | 3.2% | 3.2% |
| Future pension increase | 2.0% | 2.7% |
Note 15 - Provisions for risks and charges
Provisions for risks and charges total €6,375 thousand (December 31, 2017: €5,012 thousand). Their non-current and current portions amount to €2,425 thousand (December 31, 2017: €2,095 thousand) and €3,950 thousand (December 31, 2017: €2,917 thousand), respectively.
| Note 15A - PROVISIONS FOR RISKS AND CHARGES | ||||||
|---|---|---|---|---|---|---|
| Provisions for tax disputes |
Provisions for legal disputes |
Pension and similar provisions |
Restructuring provisions |
Other provisions |
Total | |
| €'000 December 31, 2017 |
159 | 213 | 794 | 1,957 | 1,889 | 5,012 |
| non-current portion | - | - | 761 | - | 1,334 | 2,095 |
| current portion | 159 | 213 | 33 | 1,957 | 555 | 2,917 |
| September 30, 2018 | 159 | 197 | 649 | 1,604 | 3,766 | 6,375 |
| non-current portion | - | - | 613 | - | 1,812 | 2,425 |
| current portion | 159 | 197 | 36 | 1,604 | 1,954 | 3,950 |
| Change | - | (16) | (145) | (353) | 1,877 | 1,363 |
| non-current portion | - | - | (148) | - | 478 | 330 |
| current portion | - | (16) | 3 | (353) | 1,400 | 1,033 |
Changes in the provisions for risks and charges during the first nine months of 2018 are summarised below:
| Note 15.B PROVISIONS FOR RISKS AND CHARGES: CHANGES | ||||||
|---|---|---|---|---|---|---|
| €'000 | Provisions for tax disputes |
Provisions for legal disputes |
Pension and similar provisions |
Restructuring provisions |
Other provisions |
Total |
| December 31, 2017 | 159 | 213 | 794 | 1,957 | 1,889 | 5,012 |
| Utilisations | - | - | (182) | (1,205) | (121) | (1,508) |
| Accruals | - | - | 37 | 941 | 361 | 1,339 |
| Releases | - | - | - | (74) | - | (74) |
| Discounting | - | - | - | - | - | - |
| Change in consolidation scope | - | - | - | - | 1,600 | 1,600 |
| Exchange gains and losses | - | (16) | - | (15) | 37 | 6 |
| September 30, 2018 | 159 | 197 | 649 | 1,604 | 3,766 | 6,375 |
| Change | - | (16) | (145) | (353) | 1,877 | 1,363 |
Provisions for tax disputes
These provisions represent management's best estimate of tax liabilities arising from tax assessments concerning:
- F.I.L.A. S.p.A., relating to 2004 direct and indirect taxes (€39 thousand);
- Lyra KG (Germany), penalty regarding the ongoing tax audit (€120 thousand).
Provisions for legal disputes
These provisions relate to:
- legal proceedings arising from ordinary operating activities;
- legal disputes with employees or former employees and agents.
Except for the €16 thousand exchange losses, the provisions are unchanged from the previous year end.
Pension and similar provisions
The caption includes accruals for the agents' leaving indemnity made by the parent and the subsidiaries Industria Maimeri S.p.A. and Canson Italia S.r.l..
Restructuring provisions
In order to integrate and update the group's structure following the acquisitions made in recent years, a number of companies accrued provisions for personnel mobility plans totalling €1,604 thousand. The plans involved, in particular, Canson SAS (France), Lukas-Nerchau GmbH (Germany) and Daler Rowney GmbH (Germany), as per the parent's structural reorganisation plans.
Other provisions
Other provisions total €3,766 thousand and mainly relate to the subsidiaries Dixon Ticonderoga Company (USA) and Pacon Corporation (USA), as well as to F.I.L.A. S.p.A.. Dixon Ticonderoga Company (USA) accrued €398 thousand for environmental restoration costs relating to activities carried out in the USA before F.I.L.A. S.p.A. acquired it. Timing and estimates are regularly revised by management until the restoration's completion. No further dismantlement and environmental restoration costs are expected following the reorganisation process involving the group facilities.
Pacon Corporation (USA), part of the Pacon Group that was acquired on June 7, 2018, recognised employee liabilities totalling €1,636 thousand.
Based on the information available and the management's best estimates, the parent made a provision of €1,516 thousand for the medium/long-term variable remuneration plan for its key management personnel. The plan, approved by the remuneration committee and ratified by the board of directors, is indexed to quantitative and qualitative parameters. The povision was discounted at December 31, 2017, but not at the reporting date as it is due within one year.
In order to estimate the potential liability as best as possible, each group company assesses legal proceedings individually to estimate the probable losses which generally derive from similar events. The best estimate considers, where feasible and necessary, the opinion of legal consultants and other experts, the company's past experience and its intention to undertake further actions in each case. The provisions recognised in the condensed interim consolidated financial statements are the sum of the individual accruals made by each group company.
Note 16 – Deferred tax liabilities
Deferred tax liabilities amount to €44,450 thousand at September 30, 2018 (December 31, 2017: €39,241 thousand).
| Note 16.A CHANGES IN DEFERRED TAX LIABILITIES | |
|---|---|
| €'000 | |
| December 31, 2017 | 39,241 |
| Increase | 2,571 |
| Utilisation | (841) |
| Exchange gains | (880) |
| Change in consolidation scope | 4,359 |
| September 30, 2018 | 44,450 |
| Change | 5,209 |
The increase for the period is mainly related to the Pacon Group, partially offset by the release of the deferred tax liabilities recognised on the higher fair value of property, plant and equipment and intangible assets arising from the PPA procedure relating to the companies acquired in previous periods (specifically, the Canson Group, the Daler-Rowney Lukas Group and DOMS Industries PVT Ltd). The companies progressively release the deferred tax liabilities in line with the assets' amortisation and depreciation process.
Note 17 – Financial instruments
Financial instruments amount to €22 thousand (December 31, 2017: €35 thousand) and comprise the derivatives hedging the credit facility (hedged instrument) granted to Canson SAS (France) in 2017. They are recognised at fair value. The interest rate swaps designated as hedges have 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 3-month Euribor.
In accordance with IAS 39, the group applied hedge accounting to its hedging derivatives and, specifically, the accounting treatment for cash flow hedges, which requires the recognition of a financial asset or liability and an equity reserve.
Note 18 - Current tax liabilities
Current tax liabilities amount to €12,989 thousand (December 31, 2017: €8,448 thousand) and are mainly related to the parent (€1,043 thousand), Dixon Ticonderoga Company (€2,723 thousand), the Indian company DOMS Industries Pvt Ltd (€2,779 thousand) and Pacon Corporation (€2,461 thousand).
Note 19 - Trade payables and other liabilities
Trade payables and other liabilities amount to €112,508 thousand (December 31, 2017: €96,263 thousand) and are made up as follows:
| Note 19.A TRADE PAYABLES AND OTHER LIABILITIES | |||||
|---|---|---|---|---|---|
| €'000 | September 30, 2018 |
December 31, 2017 |
Change | ||
| Trade payables | 78,288 | 68,374 | 9,914 | ||
| Tax liabilities | 9,322 | 7,096 | 2,226 | ||
| Other | 23,353 | 19,416 | 3,937 | ||
| Accrued expenses and deferred income | 1,545 | 1,377 | 168 | ||
| Total | 112,508 | 96,263 | 16,245 |
The €9,914 thousand increase in trade payables principally results from the acquisition of the Pacon Group, which contributed €11,068 thousand at the consolidation date.
Their reporting-date carrying amount approximates their fair value.
The trade payables shown above are due within one year.
The caption "Tax liabilities" amounts to €9,322 thousand (December 31, 2017: €7,096 thousand), including VAT of €7,426 thousand and other tax liabilities of €1,896 thousand.
The caption "Other" check table amounts to €23,353 thousand at the reporting date and mainly includes:
- accrued remuneration payable to employees of €13,289 thousand (December 31, 2017: €€9,671 thousand);
- social security contributions payable of €3,356 thousand (December 31, 2017: €4,946 thousand);
- commissions payable to agents of €1,465 thousand (December 31, 2017: €241 thousand);
- other minor amounts of €5,238 thousand, mainly advances from customers (December 31, 2017: €4,558 thousand).
The reporting-date carrying amount of "Tax liabilities", "Other" and "Accrued expenses and deferred income" approximates their fair value.
Other non-current financial liabilities amount to €86 thousand and relate to guarantee deposits made by customers for long-term supply agreements with the Indian company DOMS Industries Pvt Ltd (India).
Note 20 – Core business revenue
| Note 20.A - CORE BUSINESS REVENUE | |||||
|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||
| Revenue from sales and services | 464,530 | 413,217 | 51,313 | ||
| Adjustments to sales | (27,049) | (21,669) | (5,380) | ||
| Returns on sales | (17,509) | (10,812) | (6,697) | ||
| Discounts, allowances and bonuses | (9,540) | (10,857) | 1,317 | ||
| Total | 437,481 | 391,548 | 45,933 |
Core business revenue amounts to €437,481 thousand (Q3 2017: €391,548 thousand).
It rose by €45,933 thousand, or 11.7%, to €437,481 thousand.
This is due to the adoption of IFRS 15, which led to a reduction in turnover of €4,078 thousand, and exchange losses of €20,284 thousand, offset by the change in the consolidation scope, with the Pacon Group contributing €70,531 thousand in the first nine months of 2018. Net of those changes, core business revenue would have decreased slightly by €236 thousand.
The table below breaks down the group's revenue by "strategic segment" and "entity location" in accordance with IFRS 15:
| Q3 2018 | North | Central-South | Rest of | Total | ||
|---|---|---|---|---|---|---|
| €'000 | Europe | America | America | Asia | world | |
| Fine arts, hobbies and digital | 57,262 | 49,105 | 3,154 | 4,078 | 1,844 | 115,443 |
| Industrial | 6,793 | 5,095 | 1,454 | 226 | 2 | 13,570 |
| School and office | 100,275 | 118,185 | 41,612 | 47,516 | 880 | 308,468 |
| Core business revenue | 164,330 | 172,385 | 46,220 | 51,820 | 2,726 | 437,481 |
| Q3 2017 | North | Central-South | Rest of | Total | ||
| €'000 | Europe | America | America | Asia | world | |
| Fine arts, hobbies and digital | 57,029 | 42,668 | 2,806 | 3,879 | 2,874 | 109,256 |
| Industrial | 6,046 | 5,523 | 1,461 | 6 | - | 13,036 |
| School and office | 109,413 | 74,622 | 42,325 | 42,021 | 875 | 269,256 |
| Core business revenue | 172,488 | 122,813 | 46,592 | 45,906 | 3,749 | 391,548 |
Note 21 – Other revenue and income
Other revenue and income shows operating income other than from sales of goods and services and realised and unrealised exchange gains on commercial transactions.
Reference should be made to "Note 30 – Foreign currency transactions" for information on exchange gains.
| Note 21 – OTHER REVENUE AND INCOME | |||||
|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||
| Gains on sales of property, plant and equipment | 231 | 51 | 180 | ||
| Unrealised exchange gains on commercial transactions | 2,396 | 8,860 | (6,464) | ||
| Realised exchange gains on commercial transactions | 2,256 | 5,873 | (3,617) | ||
| Other | 1,316 | 1,763 | (447) | ||
| Total | 6,199 | 16,547 | (10,348) |
Other revenue and income came to €6,199 thousand (Q3 2017: €16,547 thousand).
Q3 2018 "Other" of €1,316 thousand mainly comprises gains on the sale of production scraps by group companies and government grants received by DOMS Industries Pvt Ltd (India).
Note 22 – Raw materials, consumables, supplies and goods and Change in raw materials, semifinished products, work in progress and finished goods
The caption comprises all purchases of raw materials and semi-finished products, including transport costs and goods and consumables necessary to carry out the group's core operations.
Raw materials, consumables, supplies and goods amount to €213,745 thousand (Q3 2017: €178,377 thousand).
They are made up as follows:
| Note 22 - RAW MATERIALS, CONSUMABLES, SUPPLIES AND GOODS | |||||
|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||
| Raw materials, consumables, supplies and goods | (184,882) | (148,879) | (36,003) | ||
| Transport costs | (9,210) | (8,692) | (518) | ||
| Packaging | (7,246) | (6,189) | (1,057) | ||
| Import charges and customs duties | (4,248) | (4,086) | (162) | ||
| Other purchase costs | (7,958) | (9,859) | 1,901 | ||
| Materials for maintenance | (680) | (730) | 50 | ||
| Adjustments to purchases | 479 | 58 | 421 | ||
| Returns on purchases | 2 0 |
- | 2 0 |
||
| Discounts, allowances and bonuses | 459 | 5 8 |
401 | ||
| Total | (213,745) | (178,377) | (35,368) |
The increase of €35,368 thousand in raw materials, consumables, supplies and goods is principally attributable to the change in the consolidation scope, as the costs recognised by the Pacon Group totalled €35,524 thousand in the first nine months of 2018.
The overall change in inventories amounts to €25,780 thousand in the first nine months of 2018, including:
- a €1,314 thousand decrease in raw materials, consumables, supplies and goods (Q3 2017: increase of €1,653 thousand);
- a €4,283 thousand increase in work in progress and semi-finished products (Q3 2017: €2,422 thousand);
- a €22,811 thousand increase in finished goods (Q3 2017: €13,267 thousand).
Reference should be made to the "Normalised financial performance" section of the directors' report for further information.
Note 23 - Services and use of third party assets
Services and use of third party assets amount to €99,120 thousand (Q3 2017: €87,223 thousand).
Costs for services are made up as follows:
| Note 23 - SERVICES AND USE OF THIRD PARTY ASSETS | ||||
|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | |
| Sundry services | (5,129) | (7,772) | 2,643 | |
| Transport | (18,372) | (14,948) | (3,424) | |
| Warehousing | (1,398) | (1,255) | (143) | |
| Maintenance | (7,917) | (6,405) | (1,512) | |
| Utilities | (6,176) | (5,988) | (188) | |
| Consulting | (14,304) | (7,145) | (7,159) | |
| Directors' and statutory auditors' fees | (3,292) | (3,509) | 217 | |
| Advertising, promotions, shows and fairs | (5,701) | (4,839) | (862) | |
| Cleaning | (587) | (453) | (134) | |
| Bank charges | (713) | (717) | 4 | |
| Agents | (5,817) | (5,639) | (178) | |
| Sales representatives | (3,982) | (3,987) | 5 | |
| Sales commissions | (9,520) | (10,066) | 546 | |
| Insurance | (1,573) | (1,560) | (13) | |
| Other service costs | (3,731) | (3,003) | (728) | |
| Leases | (6,814) | (6,116) | (698) | |
| Rent | (1,133) | (1,307) | 174 | |
| Operating leases | (2,462) | (1,952) | (510) | |
| Royalties and patents | (499) | (562) | 63 | |
| Total | (99,120) | (87,223) | (11,897) |
Services and use of third party assets rose by €11,897 thousand compared to the first nine months of 2017, mainly relating to the consulting fees paid by the parent for the acquisitions carried out during the period (€8,572 thousand) and the depreciation of the Euro against the main currencies used by the group.
Note 24 – Other costs
Other costs amount to €8,540 thousand (Q3 2017: €17,290 thousand).
This caption mainly includes realised and unrealised exchange losses on commercial transactions. Reference should be made to "Note 30 – Foreign currency transactions" for information on exchange losses.
Other costs are made up as follows:
| Note 24 – OTHER COSTS | |||||
|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||
| Unrealised exchange losses on commercial transactions | (4,398) | (8,865) | 4,467 | ||
| Realised exchange losses on commercial transactions | (3,770) | (7,634) | 3,864 | ||
| Other | (372) | (791) | 419 | ||
| Total | (8,540) | (17,290) | 8,750 |
The caption "Other" decreased by €419 thousand in the first nine months of 2018. It mainly includes non-recurring costs incurred by the Chinese subsidiary FILA Dixon Stationery (Kunshan) Co., Ltd and the parent.
Note 25 – Personnel expense
The caption "Personnel expense" includes employee-related costs and expense.
It amounts to €86,558 thousand (Q3 2017: €80,529 thousand).
It is made up as follows:
| Note 25 – PERSONNEL EXPENSE | |||||
|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||
| Wages and salaries | (65,240) | (58,456) | (6,784) | ||
| Social security charges | (15,570) | (12,894) | (2,676) | ||
| Employee benefits | (1,303) | (1,877) | 574 | ||
| Post-employment benefits | (544) | (93) | (451) | ||
| Other personnel expenses | (3,901) | (7,209) | 3,308 | ||
| Total | (86,558) | (80,529) | (6,029) |
The €6,029 thousand increase in personnel expense is principally related to the acquisition of the Pacon Group.
A breakdown of the group's workforce by geographical segment at September 30, 2018 and December 31, 2017 is as follows:
| Europe | North America |
Central - South America |
Asia | Rest of world |
Total | |
|---|---|---|---|---|---|---|
| December 31, 2017 | 1,099 | 206 | 1,836 | 5,263 | 3 5 |
8,439 |
| September 30, 2018 | 1,098 | 745 | 1,935 | 5,696 | 2 8 |
9,502 |
| Change | (1) | 539 | 9 9 |
433 | (7) | 1,063 |
The increase of 1,063 people compared to the previous year end was mainly seen in North America, where the impact of the acquisition mentioned above is higher. The contribution of the Pacon Group was 580 people.
Note 26 – Amortisation and depreciation
Amortisation and depreciation amount to €16,610 thousand (Q3 2017: €13,304 thousand) and are detailed below:
| Note 26 – AMORTISATION AND DEPRECIATION | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||||||
| Depreciation | (9,489) | (8,213) | (1,276) | ||||||
| Amortisation | (7,121) | (5,091) | (2,030) | ||||||
| Total | (16,610) | (13,304) | (3,306) |
The increase in amortisation and depreciation compared to the nine months ended September 30, 2017 is mostly due to acquisitions (€2,524 thousand).
Reference should be made to "Note 1 - Intangible assets" and "Note 2 - Property, plant and equipment" for further information.
Note 27 – Impairment losses
Impairment losses total €2,270 thousand (Q3 2017: €859 thousand).
They are made up as follows:
| Note 27 – IMPAIRMENT LOSSES | |||
|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change |
| Property, plant and equipment | (51) | (50) | (1) |
| Intangible assets | - | (71) | 71 |
| Trade receivables | (2,219) | (738) | (1,481) |
| Total | (2,270) | (859) | (1,411) |
The jump in impairment losses compared to the corresponding period of the previous year is principally the result of the adoption of IFRS 9, whose effect was €1,314 thousand during the period.
Note 28 – Financial income
Financial income came to €5,498 thousand (Q3 2017: €2,700 thousand).
It is made up as follows:
| Note 28 – FINANCIAL INCOME | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | |||||||
| Interest on bank deposits | 77 | 85 | (8) | |||||||
| Other financial income | 323 | 1,091 | (768) | |||||||
| Unrealised exchange gains on financial transactions | 2,866 | 1,471 | 1,395 | |||||||
| Realised exchange gains on financial transactions | 2,232 | 53 | 2,179 | |||||||
| Total | 5,948 | 2,700 | 2,798 |
The decrease of €768 thousand in other financial income is due to the fact that a gain of €990 thousand on the sale of a 30% non-controlling interest in FILA Nordic AB (Sweden) was recognised by the German subsidiary Lyra KG in 2017.
Note 29 – Financial expense
Financial expense amounts to €24,902 thousand (Q3 2018: €14,046 thousand).
It is made up as follows:
| Note 29 - FINANCIAL EXPENSE | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | ||||||||
| Interest on current account overdrafts | (117) | (109) | (8) | ||||||||
| Interest on bank loans and borrowings | (12,516) | (6,967) | (5,551) | ||||||||
| Interest on other loans and borrowings | (43) | (17) | (26) | ||||||||
| Other financial expense | (5,920) | (2,019) | (3,901) | ||||||||
| Unrealised exchange losses on financial transactions | (5,799) | (3,626) | (2,173) | ||||||||
| Realised exchange losses on financial transactions | (507) | (1,308) | 801 | ||||||||
| Total | (24,902) | (14,046) | (10,856) |
In addition to exchange losses, the Q3 2018 increase of €10,856 thousand in financial expense is mainly due to the larger expense incurred by the parent in connection with the termination of the credit facility agreed in 2016 and the new structured credit facility agreed to fund the acquisition made during the period. Moreover, the caption includes the release of the amortisation of €2,534 thousand recognised as a decrease in the structured credit facility.
The Q3 2018 amortisation cost accrued by F.I.L.A. S.p.A. and Dixon Ticonderoga Company (USA) on the new credit facilities totals €1,494 thousand (see note 13 for further information).
Note 30 - Foreign currency transactions
Exchange gains and losses on financial and commercial transactions are summarised below:
| Note 30 - FOREIGN CURRENCY TRANSACTIONS | |||
|---|---|---|---|
| €'000 | Q3 2018 | Change | |
| Net unrealised gains on commercial transactions | 2,396 | 8,860 | (6,464) |
| Net realised gains on commercial transactions | 2,256 | 5,873 | (3,617) |
| Net unrealised exchange losses on commercial transactions | (4,398) | (8,865) | 4,467 |
| Net realised exchange losses on commercial transactions | (3,770) | (7,634) | 3,864 |
| Net exchange losses on commercial transactions | (3,516) | (1,766) | (1,750) |
| Net unrealised exchange gains on financial transactions | 2,866 | 1,471 | 1,395 |
| Net realised exchange gains on financial transactions | 2,232 | 53 | 2,179 |
| Net unrealised exchange losses on financial transactions | (5,799) | (3,626) | (2,173) |
| Net realised exchange losses on financial transactions | (507) | (1,308) | 801 |
| Net exchange losses on financial transactions | (1,208) | (3,410) | 2,202 |
| Net exchange losses | (4,724) | (5,176) | 452 |
The 2018 increase in net exchange gains is due to local currencies' fluctuations (principally the depreciation of the US dollar, Indian rupee and the South American currencies) and the foreign currency commercial and financial transactions carried out during the period.
Note 31 -Share of profit of equity-accounted investees
This caption shows a profit of €83 thousand for the first nine months of 2018 (Q1 2017: nil), due to the equity accounting of investments in associates held by DOMS Industries Pvt Ltd (India).
Note 32 – Income taxes
Income taxes amount to €12,143 thousand (Q3 2017: €12,400 thousand). They comprise current taxes of €12,023 thousand (Q3 2017: €13,335 thousand) and net deferred taxes of €120 thousand - negative (Q3 2017: €935 thousand - positive).
Note 32.A – Current taxes
| Note 32.A - CURRENT TAXES | ||||
|---|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change | |
| Italy | (523) | (1,212) | 689 | |
| Abroad | (11,500) | (12,123) | 623 | |
| Total | (12,023) | (13,335) | 1,312 |
Italian current taxes relate to F.I.L.A. S.p.A., Canson Italy S.r.l and Industria Maimeri S.p.A..
| Note 32.A.1 - FOREIGN CURRENT TAXES | |||
|---|---|---|---|
| €'000 | Q3 2018 | Q3 2017 | Change |
| OMYACOLOR S.A. (France) | (919) | (958) | 39 |
| FILA Hispania S.L. (Spain) | (447) | (456) | 9 |
| DOMS Industries Pvt Ltd (India) | (1,612) | (1,240) | (372) |
| FILA (Russia) | 28 | 0 | 28 |
| Fila Hellas SA (Greece) | (202) | (177) | (25) |
| Fila Polska Sp. Z.o.o (Poland) | (78) | (80) | 2 |
| Fila Iberia S. L. (Spain) | (485) | (368) | (117) |
| Canson Brasil I.P.E. LTDA (Brazil) | 50 | (60) | 110 |
| Canson SAS (France) | (204) | (706) | 502 |
| Canson Inc. (USA) | (0) | (16) | 16 |
| Canson Qingdao Ltd. (China) | 0 | (30) | 30 |
| Dixon Ticonderoga Company (USA) | (2,911) | (6,573) | 3,662 |
| Dixon (China) | (36) | 0 | (36) |
| Dixon Ticonderoga Inc. (Canada) | (196) | (202) | 6 |
| Grupo F.I.L.A.-Dixon, S.A. de C.V.(Mexico) | (366) | (506) | 140 |
| F.I.L.A. Chile Ltda (Chile) | (27) | (285) | 258 |
| FILA Argentina S.A. (Argentina) | (23) | (4) | (19) |
| FILA Dixon Stationery (Kunshan) Co., Ltd. (China) | (482) | (129) | (353) |
| FILA Dixon Art & Craft Yixing Co. Ltd (China) | (35) | (62) | 27 |
| Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG (Germany) | (157) | (195) | 38 |
| St.Cuthberts Mill Limited Paper (UK) | (90) | 0 | (90) |
| Lyra Bleistift-Fabrik Verwaltungs GmbH (Germany) | (2) | (1) | (1) |
| F.I.L.A. Nordic AB (Sveden) | 0 | (7) | 7 |
| PT. Lyra Akrelux (Indonesia) | (73) | (52) | (21) |
| FILA Benelux SA (Belgium) | (286) | 5 | (291) |
| Daler Rowney Group Ltd (Jersey - UK) | (5) | (21) | 16 |
| Daler Rowney Ltd (UK) | (134) | 0 | (134) |
| Daler Rowney USA Ltd (USA) | (622) | 0 | (622) |
| Pacon Corporation | (1,909) | 0 | (1,909) |
| Baywood Paper ULC | (111) | 0 | (111) |
| Creativity International | (166) | 0 | (166) |
| Total | (11,500) | (12,122) | 623 |
The parent's current taxes include its share as the tax representative of the subsidiary Lyra KG (€16 thousand).
Note 32.B – Deferred taxes
They are made up as follows:
| Note 32.B DEFERRED TAXES | |||
|---|---|---|---|
| €'000 | Q32018 | Q3 2017 | Change |
| Change in deferred tax assets | (1,730) | 4,559 | (6,289) |
| Change in deferred tax liabilities | 1,610 | (3,624) | 5,234 |
| Total | (120) | 935 | (1,055) |
Attachments
Attachment 1 - Related party transactions
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 "Governance" section of its website www.filagroup.it for information on related party transactions, also with reference to the provisions of article 2391-bis of the Italian Civil Code.
The following table summarises the effect of related party transactions on the condensed interim consolidated financial statements, as required by Consob communication no. 6064293 of July 28, 2006:
| F.I.L.A. GROUP RELATED PARTIES - 2018 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2018 | Q3 2018 | ||||||||||||
| Statement of financial position | Statement of comprehensive income | ||||||||||||
| €'000 | ASSETS | LIABILITIES | REVENUE | COSTS | |||||||||
| Company | Nature | Property, plant & equipment | Trade receivables |
Cash and cash equivalents |
Bank loans and borrowings |
Other loans and borrowings |
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 | - | - | - | - | - | 666 | - | - | - | 1,625 | 0.4 | - |
| Studio Legale Salonia e Associati | Legal consultancy | - | - | - | - | - | 9 | - | - | - | - | 370 | - |
| Studio Zucchetti | Tax and administration consultancy | - | - | - | - | - | 37 | - | - | - | - | 129 | - |
| ARDA S.p.A | Trade | - | - | - | - | - | 246 | - | - | - | 205 | - | - |
| Pynturas y Texturizados S.A. de C.V. | Trade | - | - | - | - | - | - | - | - | - | 172 | 10 | - |
| HR Trustee | Services | - | - | - | - | - | - | - | - | - | - | 11 | - |
| Total | - | - | - | - | - | 958 | - | - | - | 2,001 | 521 | - | |
| F.I.L.A. GROUP RELATED PARTIES - 2017 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2017 | Q3 2017 | ||||||||||||
| Statement of Financial Position | Statement of comprehensive income | ||||||||||||
| €'000 | ASSETS | LIABILITIES | REVENUE | COSTS | |||||||||
| Company | Nature | Property, plant & equipment | Trade receivables |
Cash and cash equivalents |
Bank loans and borrowings |
Other loans and borrowings |
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 | - | - | - | - | - | 944 | - | - | - | 1,618 | - | - |
| Studio Legale Salonia e Associati | Legal consultancy | - | - | - | - | - | 35 | - | - | - | - | 240 | - |
| Studio Zucchetti | Tax and administration consultancy | - | - | - | - | - | 119 | - | - | - | - | 112 | - |
| Beijing Majestic | Trade | - | - | - | - | - | 92 | - | - | - | - | - | - |
| Autogrill S.p.A | Trade | - | - | - | - | - | 1 - |
- | - | - | 1 | - | |
| Pynturas y Texturizados S.A. de C.V. | Trade | - | - | - | - | - | - | - | - | - | 131 | 8 | - |
| HR Trustee | Services | - | - | - | - | - | - | - | - | - | - | 19 | - |
| Totale | - | - | - | - | - | 1,191 | - | - | - | 1,750 | 380 | - |
Studio Legale Salonia e Associati
Studio Legale Salonia e Associati, a partner of which is related to the parent's controlling investors, mainly provides legal assistance.
Nuova Alpa Collanti S.r.l.
Nuova Alpa Collanti S.r.l., a quotaholder of which is one of the parent's directors, provides glues.
Studio Zucchetti
Studio Zucchetti, a partner of which is one of the parent's directors, mainly provides tax and administrative assistance.
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 group company, is specialised in the production and sale of paint, coating paints and anti-corrosion products.
HR Trustee
HR Trustee, a partner of which is related to the management of a group company, is a UK-based company specialised in the provision of professional pension plan services.
ARDA S.p.A.
ARDA S.p.A., shareholder of which is related to the management of a group company, is an Italianbased company specialised in the production and sale of school and office items.
Related party transactions are part of ordinary operations 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, do not fall outside the normal course of the group's business and those which do not involve particular critical factors due to their characteristics or to counterparty or timing risks; normal market conditions are the standard terms and conditions applied by the group in similar situations.
On this basis, the exchange of goods and services and financial transactions between the various group companies were undertaken at competitive market conditions.
Attachment 2 - List of consolidated companies and other equity investments
| Company | State of residence of the company |
IFRS 8 segment 1 |
Year of acquisition |
% held directly (F.I.L.A. S.p.A.) |
% held indirectly |
% held by F.I.L.A. Group |
Held by | Recognition | Non controlling interests |
|---|---|---|---|---|---|---|---|---|---|
| Omyacolor S.A. | France | EU | 2000 | 94.94% | 5.06% | 100.00% | FILA S.p.A. Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG Lyra Bleistift-Fabrik Verwaltungs GmbH |
Consolidated | 0.00% |
| F.I.L.A. Hispania S.L. | Spain | EU | 1997 | 96.77% | 0.00% | 96.77% | FILA S.p.A. | Consolidated | 3.23% |
| FILALYRA GB Ltd. | UK | EU | 2005 | 0.00% | 100.00% | 100.00% | Daler Rowney Ltd | Consolidated | 0.00% |
| Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG | Germany | EU | 2008 | 99.53% | 0.47% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| Lyra Bleistift-Fabrik Verwaltungs GmbH | Germany | EU | 2008 | 0.00% | 100.00% | 100.00% | Lyra Bleistift-Fabrik Verwaltungs GmbH Johann Froescheis Lyra Bleistift-Fabrik GmbH & |
Consolidated | 0.00% |
| F.I.L.A. Nordic AB2 | Sweden | EU | 2008 | 0.00% | 50.00% | 50.00% | Co. KG Johann Froescheis Lyra Bleistift-Fabrik GmbH & |
Consolidated | 50.00% |
| FILA Stationary and Office Equipment Industry Ltd. Co. | Turkey | EU | 2011 | 100.00% | 0.00% | 100.00% | Co. KG FILA S.p.A. |
Consolidated | 0.00% |
| Fila Stationary O.O.O. | Russia | EU | 2013 | 90.00% | 0.00% | 90.00% | FILA S.p.A. | Consolidated | 10.00% |
| Industria Maimeri S.p.A. | Italy | EU | 2014 | 51.00% | 0.00% | 51.00% | FILA S.p.A. | Consolidated | 49.00% |
| Fila Hellas SA2 | Greece | EU | 2013 | 50.00% | 0.00% | 50.00% | FILA S.p.A. | Consolidated | 50.00% |
| Fila Polska Sp. Z.o.o | Poland | EU | 2015 | 51.00% | 0.00% | 51.00% | FILA S.p.A. | Consolidated | 49.00% |
| Dixon Ticonderoga Company | USA | N A |
2005 | 100.00% | 0.00% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| Dixon Ticonderoga Inc. | Canada | N A |
2005 | 0.00% | 100.00% | 100.00% | Dixon Ticonderoga Company | Consolidated | 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 |
Consolidated | 0.00% |
| F.I.L.A. Chile Ltda | Chile | CSA | 2000 | 0.79% | 99.21% | 100.00% | Dixon Ticonderoga Company FILA S.p.A. |
Consolidated | 0.00% |
| FILA Argentina S.A. | Argentina | CSA | 2000 | 0.00% | 100.00% | 100.00% | F.I.L.A. Chile Ltda Dixon Ticonderoga Company | Consolidated | 0.00% |
| Beijing F.I.L.A.-Dixon Stationery Company Ltd. | China | AS | 2005 | 0.00% | 100.00% | 100.00% | Dixon Ticonderoga Company | Consolidated | 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. Consolidated | 0.00% | |
| PT. Lyra Akrelux | Indonesia | AS | 2008 | 0.00% | 52.00% | 52.00% | Johann Froescheis Lyra Bleistift-Fabrik GmbH & Co. KG |
Consolidated | 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. Consolidated | 0.00% | |
| FILA SA PTY LTD | South Africa | RM | 2014 | 90.00% | 0.00% | 90.00% | FILA S.p.A. | Consolidated | 10.00% |
| Canson Art & Craft Yixing Co., Ltd. | China | AS | 2015 | 0.00% | 100.00% | 100.00% | Beijing F.I.L.A.-Dixon Stationery Company Ltd. Consolidated | 0.00% | |
| DOMS Industries Pvt Ltd | India | AS | 2015 | 51.00% | 0.00% | 51.00% | FILA S.p.A. | Consolidated | 49.00% |
| Renoir Topco Ltd | UK | EU | 2016 | 100.00% | 0.00% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| Renoir Midco Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Renoir Topco Ltd | Consolidated | 0.00% |
| Renoir Bidco Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Renoir Midco Ltd | Consolidated | 0.00% |
| Daler Rowney Group Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Renoir Bidco Ltd | Consolidated | 0.00% |
| FILA Benelux SA | Belgium | EU | 2016 | 0.00% | 100.00% | 100.00% | Renoir Bidco Ltd Daler Rowney Ltd | Consolidated | 0.00% |
| Daler Rowney Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Renoir Bidco Ltd | Consolidated | 0.00% |
| Longbeach Arts Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney Group Ltd | Consolidated | 0.00% |
| Daler Board Company Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney Group Ltd | Consolidated | 0.00% |
| Daler Holdings Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Longbeach Arts Ltd | Consolidated | 0.00% |
| Daler Designs Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Board Company Ltd | Consolidated | 0.00% |
| Daler Rowney GmbH | Germany | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney Ltd | Consolidated | 0.00% |
| Lukas-Nerchau GmbH | Germany | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney GmbH | Consolidated | 0.00% |
| Nerchauer Malfarben GmbH Lastmill Ltd |
Germany UK |
EU EU |
2016 2016 |
0.00% 0.00% |
100.00% 100.00% |
100.00% 100.00% |
Daler Rowney GmbH Daler Rowney Ltd |
Consolidated Consolidated |
0.00% 0.00% |
| Rowney & Company Pencils Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney Ltd | Consolidated | 0.00% |
| Rowney (Artists Brushes) Ltd | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney Ltd | Consolidated | 0.00% |
| Brideshore srl | Dom. Republic | CSA | 2016 | 0.00% | 100.00% | 100.00% | Daler Rowney Ltd | Consolidated | 0.00% |
| St. Cuthberts Holding Limited | UK | EU | 2016 | 100.00% | 0.00% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| St. Cuthberts Mill Limited | UK | EU | 2016 | 0.00% | 100.00% | 100.00% | St. Cuthberts Holding Limited | Consolidated | 0.00% |
| Fila Iberia S. L. | Spain | EU | 2016 | 0.00% | 99.99% | 99.99% | F.I.L.A. Hispania S.L. | Consolidated | 0.01% |
| Eurholdam USA Inc. | USA | N A |
2016 | 100.00% | 0.00% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| Canson Inc. | USA | N A |
2016 | 0.00% | 100.00% | 100.00% | Eurholdam USA Inc. | Consolidated | 0.00% |
| Canson SAS | France | EU | 2016 | 100.00% | 0.00% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| Canson Brasil I.P.E. LTDA | Brazil | CSA | 2016 | 0.19% | 99.81% | 100.00% | Canson SAS FILA S.p.A. |
Consolidated | 0.00% |
| Lodi 12 SAS | France | EU | 2016 | 100.00% | 0.00% | 100.00% | FILA S.p.A. | Consolidated | 0.00% |
| Canson Australia PTY LTD | Australia | RM | 2016 | 0.00% | 100.00% | 100.00% | Lodi 12 SAS | Consolidated | 0.00% |
| Canson Qingdao Ltd. | China | AS | 2016 | 0.00% | 100.00% | 100.00% | Lodi 12 SAS | Consolidated | 0.00% |
| Canson Italy S.r.l. | Italy | EU | 2016 | 0.00% | 100.00% | 100.00% | Lodi 12 SAS | Consolidated | 0.00% |
| FILA Art Products AG | Switzerland | EU | 2017 | 52.00% | 0.00% | 52.00% | FILA S.p.A. | Consolidated | 48.00% |
| FILA Art and Craft Ltd | Israel | AS | 2018 | 51.00% | 0.00% | 51.00% | FILA S.p.A. | Consolidated | 49.00% |
| Pacon Holding Company | USA | N A |
2018 | 0.00% | 100.00% | 100.00% | Dixon Ticonderoga Company | Consolidated | 0.00% |
| Pacon Corporation | USA | N A |
2018 | 0.00% | 100.00% | 100.00% | Pacon Holding Company | Consolidated | 0.00% |
| Pacon Canadian Holding Co | USA | N A |
2018 | 0.00% | 100.00% | 100.00% | Pacon Corporation | Consolidated | 0.00% |
| Baywood Paper ULC | Canada | N A |
2018 | 0.00% | 100.00% | 100.00% | Pacon Canadian Holding Co | Consolidated | 0.00% |
| Castle Hill Crafts Crativity International |
UK UK |
EU EU |
2018 2018 |
0.00% 0.00% |
100.00% 100.00% |
100.00% 100.00% |
Pacon Corporation Castle Hill Crafts |
Consolidated Consolidated |
0.00% 0.00% |
| Princeton Hong Kong | Hong Kong | AS | 2018 | 0.00% | 100.00% | 100.00% | Pacon Corporation | Consolidated | 0.00% |
| India | AS | 2015 | 0.00% | 51.00% | 51.00% | DOMS Industries Pvt Ltd | Equity-accounted | 49.00% | |
| Pioneer Stationery Pvt Ltd. | |||||||||
| Uniwrite Pens and Plastics Pvt Ltd 1 - E U - Europe; N A - North America; CSA - Central-South America; A |
India | AS S - Asia; R |
2016 W - Rest of world |
0.00% | 60.00% | 60.00% | DOMS Industries Pvt Ltd | Equity-accounted | 40.00% |
Atypical and/or unusual transactions
Pursuant to Consob communication of July 28, 2006, it is noted that the group did not carry out atypical and/or unusual transactions during the first nine months of 2018, as defined in that communication, according to which atypical and/or unusual transactions are those transactions which, due to their size/materiality, nature of the counterparties, their nature, transfer pricing method or timing (close to the reporting date) may give rise to doubts as to: the correctness/completeness of the information in the condensed interim consolidated financial statements, conflicts of interest, the safeguarding of the group's assets and the protection of non-controlling investors.
The board of directors CHAIRMAN Gianni Mion