Quarterly Report • Feb 11, 2016
Quarterly Report
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INTERIM FINANCIAL REPORT OF THE PIQUADRO GROUP AS AT 31 DECEMBER 2015
| CORPORATE BODIES HOLDING OFFICE AT 31 DECEMBER 20157 |
|---|
| THE GROUP STRUCTURE8 |
| INFORMATION ON OPERATIONS9 |
| CONSOLIDATED BALANCE SHEET14 |
| CONSOLIDATED NET FINANCIAL POSITION 15 |
| OTHER INFORMATION16 |
| CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015 18 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION19 |
| CONSOLIDATED INCOME STATEMENT21 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME22 |
| STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 23 |
| CONSOLIDATED STATEMENT OF CASH FLOWS24 |
| NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AS AT 31 DECEMBER 201525 |
| GENERAL INFORMATION26 |
| CRITERIA FOR THE PREPARATION OF CONSOLIDATED INTERIM FINANCIAL STATEMENTS, THE GROUP STRUCTURE AND THE SCOPE OF CONSOLIDATION 27 |
| COMMENTS ON THE MAIN ITEMS IN THE STATEMENT OF FINANCIAL POSITION 35 |
| COMMENT ON THE MAIN INCOME STATEMENT ITEMS 43 |
| OTHER INFORMATION47 |
| CERTIFICATION PURSUANT TO ARTICLE 154-BIS, PARAGRAPH 2, TUF51 * Testo Unico della Finanza, Consolidation Act on Finance |
Piquadro S.p.A
Registered office: località Sassuriano, 246 – 40041, Silla di Gaggio Montano (Province of Bologna - BO)
Authorised Share Capital: Euro 1,093,998
Subscribed and paid-up share capital: Euro 1,000,000
Bologna Register of Companies, Fiscal Code and VAT no. 02554531208
Production plants, offices and directly operated stores (DOS) through which the Group operates:
Silla di Gaggio Montano, località Sassuriano (BO) Headquarters, logistics and Offices Guangdong, The People's Republic of China (registered office of Uni Best Leather Goods Zhongshan Co. Ltd) Production plant
Milan - Via della Spiga 33 (Piquadro S.p.A.) Point of sale Milan - Linate Airport (Piquadro S.p.A.) Point of sale Barcelona - Paseo de Gracia 11, Planta Baja (Piquadro España) Point of sale Rome - Galleria Colonna (Piquadro S.p.A.) Point of sale Bologna - Piazza Maggiore 4/B (Piquadro S.p.A.) Point of sale Barberino del Mugello (FI), c/o "Factory Outlet Centre" (Piquadro S.p.A.) Retail outlet Fidenza (PR) - "Fidenza Village" (Piquadro S.p.A.) Retail outlet Rome - c/o Centro Commerciale Cinecittà (Piquadro S.p.A.) Point of sale Rome - c/o Galleria N. Commerciale di "Porta Roma"(Piquadro S.p.A.) Point of sale Vicolungo (NO) c/o Parco Commerciale (Piquadro S.p.A.) Retail outlet Rome - c/o Euroma 2 (Piquadro S.p.A.) Point of sale Valdichiana (AR) - "Valdichiana Outlet Village" (Piquadro S.p.A.) Retail outlet Noventa di Piave (VE) - c/o "Factory Outlet Centre" (Piquadro S.p.A.) Retail outlet Rome - Fiumicino Airport - Terminal 1 (Piquadro S.p.A.) Point of sale Milan - Via Dante 9 (Piquadro S.p.A.) Point of sale Bologna - "G. Marconi" Airport (Piquadro S.p.A.) Point of sale Barcelona - "La Roca Village" (Piquadro España) Retail outlet Taipei (Taiwan) - Eslite Dun Nan (Piquadro Taiwan) Point of sale Taipei (Taiwan) - Xin Yin Shop (Piquadro Taiwan) Point of sale Hong Kong - Kowloon – I Square Shopping Mall (Piquadro Hong Kong Ltd) Point of sale Marcianise (CE) - c/o "Factory Outlet Centre" (Piquadro S.p.A.) Retail outlet Agira (EN) - Sicilia Fashion Outlet Centre (Piquadro S.p.A.) Retail outlet Rimini - Shopping Mall "Le Befane" (Piquadro S.p.A.) Point of sale Milan – Corso Buenos Aires 10 (Piquadro S.p.A) Point of sale Kaohsiung City (Taiwan) - Shopping Mall "Dream Mall" (Piquadro Taiwan) Point of sale Assago (MI) – Shopping Mall "Milanofiori" (Piquadro S.p.A.) Point of sale Pescara – Via Trento 10 (Piquadro S.p.A.) Point of sale Mantova – Shopping Mall "Fashion District" (Piquadro S.p.A.) Retail outlet Rozzano (MI) – Shopping Mall "Fiordaliso" (Piquadro S.p.A.) Point of sale Rome – Via Frattina 149 (Piquadro S.p.A.) Point of sale Mendrisio (Switzerland) – Fox Town Outlet Centre (Piquadro Swiss) Retail outlet Barcelona (Spain) – El Corte Ingles, Placa Catalunya 14 (Piquadro España) Point of sale Verona – Piazza delle Erbe 10 (Piquadro S.p.A.) Point of sale Milan - Malpensa Airport - Terminal 1 - Area Tulipano (Piquadro S.p.A.) Point of sale Paris (France) – Rue Saint Honorè 330/332 (Piquadro France) Point of sale Castelromano (RM) – c/o "Factory Outlet Centre" (Piquadro S.p.A.) Retail outlet Venice – Mercerie del Capitello 4940 (Piquadro S.p.A.) Point of sale Turin – Via Roma 330/332 (Piquadro S.p.A.) Point of sale
| Florence – Via Calimala 7/r (Piquadro S.p.A.) |
Point of sale |
|---|---|
| Forte dei Marmi (LU) – Via Mazzini 15/b (Piquadro S.p.A.) |
Point of sale |
| Valencia (Spain) – El Corte Ingles, Calle Pintor Sorolla (Piquadro España) |
Point of sale |
| Tainan City (Taiwan) – Mitsukoshi (Piquadro Taiwan) |
Point of sale |
| Barcelona (Spain) – El Corte Ingles Diagonal, Av. Diagonal (Piquadro España) |
Point of sale |
| London (United Kingdom) – Regent Street 67 (Piquadro UK Limited) |
Point of sale |
| Castelguelfo (BO) - "The Style Outlets" (Piquadro S.p.A.) |
Retail outlet |
| Tainan City (Taiwan) – Dream Mall Tainan (Piquadro Taiwan) |
Point of sale |
| Taipei (Taiwan) - Sogo Zhongxiao Shop (Piquadro Taiwan) | Point of sale |
| Hong Kong – Hong Kong Island – Sogo Causeway (Piquadro Hong Kong Ltd) |
Point of sale |
| Taipei City (Taiwan) – Mitsukoshi Taipei Xinyi (Piquadro Taiwan) |
Point of sale |
| Milan – Malpensa Airport (Piquadro S.p.A.) |
Point of sale |
| New York (USA) - New York Madison Avenue (Piquadro LLC) | Point of sale |
| Serravalle Scrivia (AL) - "Serravalle Designer Outlet" (Piquadro S.p.A.) |
Retail outlet |
| Rome - Roma Termini Station (Piquadro S.p.A.) |
Point of sale |
| Rome –Fiumicino Airport - area D (Piquadro S.p.A.) |
Point of sale |
| Milan - Malpensa Airport - Terminal 2 - Ferno (VA) (Piquadro S.p.A.) |
Point of sale |
REPORT ON OPERATIONS AS AT 31 DECEMBER 2015
The consolidated interim financial report as at 31 December 2015 was prepared in compliance with Article 154-ter of Legislative Decree no. 58/1998, as amended, as well as with the Issuers' Regulation issued by Consob (Commissione Nazionale per le Società e la Borsa, Italian Securities and Exchange Commission).
This Interim financial report was prepared by the Directors in relation to the attached consolidated interim financial statements of Piquadro S.p.A. (hereinafter also referred to as the "Company") and its subsidiaries ("Piquadro Group") relating to the nine-month period ended 31 December 2015. The financial statements were prepared in accordance with IAS/IFRS (International Accounting Standards and International Financial Reporting Standards) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union. The interim financial report must therefore be read together with the accounting statements and the related Explanatory Notes.
Except as otherwise indicated, the amounts entered in this interim financial Report are shown in thousands of Euro, in order to facilitate its reading and to improve its clarity.
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2016)
| Marco Palmieri | Chairman and CEO |
|---|---|
| Marcello Piccioli | Managing director |
| Roberto Trotta | Managing director |
| Pierpaolo Palmieri | Managing director |
| Anna Gatti | Director |
| Paola Bonomo | Director |
| Gianni Lorenzoni | Director |
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2016)
| Gianni Lorenzoni | Chairman |
|---|---|
| Paola Bonomo | Independent non-executive director |
| Anna Gatti | Independent non-executive director |
(holding office for three years until the date of the Shareholders' Meeting called to approve the financial statements as at 31 March 2016)
| Paola Bonomo | Chairman |
|---|---|
| Gianni Lorenzoni | Independent non-executive director |
| Anna Gatti | Independent non-executive director |
LEAD INDEPENDENT DIRECTOR Gianni Lorenzoni
(holding office for three years until the approval of the financial statements as at 31 March 2016)
Giuseppe Fredella Chairman Pietro Michele Villa Patrizia Lucia Maria Riva
Giacomo Passaniti Maria Stefania Sala
(holding office for nine years until the approval of the financial statements as at 31 March 2016)
PricewaterhouseCoopers S.p.A.
Mario Panzeri
No significant events occurred during the first nine months ended 31 December 2015.
For information purposes, it is reported that on 23 July 2015 the Shareholders' Meeting of Piquadro S.p.A. approved the Financial statements as at 31 March 2015 and the distribution of a unit dividend of Euro 0.04 to the Shareholders, for a total amount of Euro 2 million. The dividend was paid starting from 5 August 2015 with coupon no. 8 being detached on 3 August 2015.
Furthermore, on the same date the Shareholders' Meeting approved the authorisation of the Board of Directors to acquire and dispose of treasury shares, in compliance with the regulatory provisions and regulations in force, and it authorised the Board of Directors to acquire the maximum number of treasury shares permitted by law, for a period of 12 months from the date of authorization - that is until the Shareholders' Meeting which approves the financial statements as at 31 March 2016 - by using the reserves available according to the last financial statements as duly approved.
Furthermore, the Shareholders' Meeting authorised the Board of Directors to sell any treasury shares acquired, in one or more transactions, for the consideration set by the Board of Directors, at a minimum of not less 20%, of the reference price that the share recorded in the Stock Exchange session of the day preceding each individual transaction.
On the same date, the Shareholders' Meeting approved the Report on Remuneration illustrating the Company Policy concerning the remuneration of Company Directors, members of the Board of Statutory Auditors and executives with strategic responsibilities.
In the first nine months of the 2015/2014 financial year, the Group reported an improved performance compared to the same period in the 2014/2015 financial year.
In the first nine months of the financial year ended 31 December 2015, the Piquadro Group reported net sales revenues equal to Euro 49,819 thousand compared to Euro 48,528 thousand recorded in the same period in the 2014/2015 financial year (+2.7%). In the first nine months ended 31 December 2015 sales volumes, in terms of quantities sold in the relevant period, showed a decrease of about 1.5% compared to the same period in the 2014/2015 financial year.
In the first nine months of the financial year ended 31 December 2015, the Piquadro Group reported, in terms of profitability, EBITDA1 equal to about Euro 6.3 million (equal to 12.7% of net sales revenues), down by 8.3% compared to the value recorded in the same period of the 2014/2015 financial year (Euro 6.9 million, equal to 14.2% of net sales revenues) and includes increased investment in marketing of approximately Euro 240 thousand (+ 8.6% over the previous year) and the opening of the New York store on Madison Avenue.
The Group's EBIT2 came to Euro 4.4 million (8.9% of net sales revenues), down by 8.4% compared to the first nine months of the financial year ended 31 December 2014 (Euro 6 million, equal to 9.9% of net sales revenues).
As at 31 December 2015 the Group net profit was equal to about Euro 3.1 million, up by 5.0% compared to the same period ended 31 December 2014 (net profit of Euro 2.9 million).
1 - EBITDA (which is an acronym for Earnings Before Interest, Taxes, Depreciation and Amortisation, or Gross Operating Margin) is an economic indicator that is not defined by the International Accounting Standards. EBITDA is a unit of measurement utilised by the Management to monitor and assess the Group's operational performance. The Management believes that EBITDA is an important parameter for the measurement of the Group's performance, as it is not affected by the volatility due to the effects of the various criteria for the determination of taxable income, by the amount and characteristics of the capital employed, as well as by the amortisation and depreciation policies. EBITDA is defined as the Earnings for the period before depreciation of property, plant and equipment and amortisation of intangible assets, financial income and charges and the income taxes for the period.
2 – Operating Result (EBIT – Earnings Before Interest and Taxes) is the Earnings for the period before financial income and charges and income taxes.
As at 31 December 2015 the Piquadro Group recorded net sales revenues equal to about Euro 49,819 thousand, up by 2.7% compared to 31 December 2014. Below is reported the breakdown of revenues by distribution channel and geographical area.
Piquadro products are sold through a network of specialist stores that are able to enhance the prestige of the Piquadro brand. For this purpose, the Group makes use of a distribution network focused on two channels:
The table below reports the breakdown of net consolidated revenues by distribution channel:
| (in thousands of Euro) | Net revenues as at 31 December 2015 |
% | Net revenues as at 31 December 2014 |
% | % change 2015/2014 |
|---|---|---|---|---|---|
| DOS | 18,573 | 37.3% | 17,901 | 36.9% | 3.8% |
| Wholesale | 31,245 | 62.7% | 30,627 | 63.1% | 2.0% |
| Total | 49,819 | 100.0% | 48,528 | 100.0% | 2.7% |
In the first nine months ended 31 December 2015, the Piquadro Group recorded a turnover of Euro 49.8 million, up by 2.7% compared to the same period in the previous year, which had closed with a turnover of about Euro 48.5 million. The increased sales were caused by the growth reported in both the DOS and the Wholesale channel.
The revenues reported by the DOS channel showed an increase of 3.8% compared to the same period in the 2014/2015 financial year. This increase was determined by both by the marginal increase in the quantities sold in the already existing shops in the previous year and the opening of eight new shops (five shops in Italy, one shop in Hong Kong, one shop in Taiwan and one shop in the USA), and which accounted for about 7.0% of the channel's turnover and was achieved despite the closure of sixteen shops, of which four shops in Europe (three shops in Italy and one shop in France) and twelve shops in the Far East area (six shops in China, three shops in Hong Kong, two shops in Taiwan and one shop in Macau) and which accounted for about 9.0% of the channel's turnover in the previous period.
The channel also included the sales generated from the e-commerce website of the Group, up by 35.6% compared to the same period ended 31 December 2014; furthermore export sales increased by 54%, thus accounting for 40.4% of the website turnover.
The Same Store Sales Growth (SSSG), which is calculated as a world average of growth rates of the revenues recorded by the DOS existing at 1 April 2014, was positive and equal to about 6.8% in the nine months (equal to 5.2% assuming an equal number of days of opening and constant rates of exchange).
Sales reported by the Wholesale channel, which as at 31 December 2015 accounted for 62.7% of the Group's total turnover, showed an increase of 2.0%, also by reason of the opening of four additional franchise shops, of which three in the Far East area and one in Italy. Sales reported by the Wholesale channel in Italy showed an increase of 1%, while sales in Europe recorded a decrease of 9% (net of the Russian market share, this decrease was equal to 2.2%). At 31 December 2015, sales reported by the Wholesale channel in the foreign market (which includes Europe and the non-European geographical area named "Rest of the World") accounted for 15.3% of the consolidated turnover (14.9% as at 31 December 2014), while sales reported by the Wholesale channel in the domestic market accounted for 47.4% of the consolidated turnover (48.2% as at 31 December 2014). The sales in the area of the Rest of the World recorded an increase of 83.9% compared to the same period in the previous year, which was driven by the USA, Iran and Mexico.
| (in thousands of Euro) | Net revenues as at 31 December 2015 |
% | Net revenues as at 31 December 2014 |
% | % change 2015/2014 |
|---|---|---|---|---|---|
| Italy | 38,043 | 76.4% | 36,636 | 75.5% | 3.8% |
| Europe | 8,211 | 16.5% | 8,803 | 18.1% | (6.7%) |
| Rest of the world | 3,565 | 7.2% | 3,090 | 6.4% | 15.4% |
| Total | 49,819 | 100.0 | 48,528 | 100.0 | 2.7% |
The table below reports the breakdown of net revenues by geographical area:
From a geographical point of view, the Group's revenues as at 31 December 2015 showed a 3.8% increase in the domestic market; these sales account for a percentage of the Group's total turnover which is still high and equal to 76.4%.
On the contrary, in the European market, the Group recorded a turnover of Euro 8.2 million, down by 6.7% compared to the same period in the 2014/2015 year (a decrease of 2%, net of exposure to Russia).
In the non-European geographical area turnover increased by 15.4% compared to the same period in the 2014/2015 financial year, mainly as a result of growth in countries such as the USA, Iran, Mexico and South Korea and despite the closure of twelve shops in the Far East area.
Below are reported the Group's main economic-financial indicators as at 31 December 2015 and 31 December 2014:
| Economic and financial indicators (in thousands of Euro) |
31 December 2015 | 31 December 2014 |
|---|---|---|
| Revenues from sales | 49,819 | 48,528 |
| EBITDA (a) | 6,307 | 6,875 |
| EBIT (b) | 4,417 | 4,820 |
| Pre-tax result | 4,666 | 4,438 |
| Group's profit for the period | 3,067 | 2,920 |
| Amortisation and depreciation of fixed assets and write-downs of receivables |
2,065 | 2,288 |
| Financial absorption (Group net profit, amortisation and depreciation, write-downs) |
5,132 | 5,208 |
Below are reported the Group's main financial indicators as at 31 December 2015 and 31 March 2015:
| Financial indicators (in thousands of Euro) |
31 December 2015 |
31 March 2015 |
|---|---|---|
| Net Financial Position (c) |
(11,799) | (7,012) |
| Shareholders' equity | 36,175 | 35,411 |
EBITDA for the period came to Euro 6.3 million, against Euro 6.9 million recorded in the same period ended 31 December 2014 and as at 31 December 2015 it accounted for 12.7% of consolidated revenues (against 14.2% recorded in the first nine months ended 31 December 2014).
In the period ended 31 December 2015, the Group's amortisation and depreciation and write-downs were equal to Euro 1,845 thousand and Euro 220 thousand, respectively.
Depreciation of property, plant and equipment, equal to Euro 1,339 thousand, relates to the depreciation of the building where the Company operates for Euro 147 thousand, to the depreciation of plant and equipment for Euro 56 thousand, to the depreciation of business equipment and fittings for shops equal to Euro 1,131 thousand and to the depreciation of other assets for Euro 5 thousand.
Amortisation of intangible assets is equal to Euro 506 thousand and mainly relates to the amortization of software equal to Euro 110 thousand, to the amortization for the key money paid for the opening of new shops for Euro 347 thousand and to the amortization of concessions, licenses and trademarks for Euro 43 thousand.
As at 31 December 2015, EBIT came to Euro 4.4 million, equal to 8.9% of net sales revenues, down by about 8.4% compared to the value recorded as at 31 December 2014 (equal to Euro 6 million).
In the opinion of the management, the decrease in the operating result, compared to the comparative period in the previous year, was also attributable to the following factors:
The result from financial operations, as at 31 December 2015, was positive for a value equal to Euro 249 thousand and was attributable to the net financial debt dynamics, in addition to the differential between foreign exchange gains and losses.
The pre-tax result recorded by the Group as at 31 December 2015 came to about Euro 4.7 million, up by 5.0% against the value of Euro 4.4 million recorded in the nine months ended 31 December 2014. This result was affected by income taxes, including the effects of deferred taxation, equal to Euro 1.6 million.
Below are reported the investments in intangible assets, property, plant and equipment and financial assets in the nine months ended 31 December 2015 and 31 December 2014:
| (in thousands of Euro) | 31 December 2015 |
31 December 2014 |
|---|---|---|
| Investments | ||
| Intangible assets | 137 | 226 |
| Property, plant and equipment | 1,288 | 1,205 |
| Financial fixed assets | 0 | 0 |
| Total | 1,425 | 1,431 |
Increases in intangible assets, equal to Euro 137 thousand in the first nine months of the financial year ended 31 December 2015, mainly related to software investments and IT products for Euro 105 thousand and to trademarks for Euro 18 thousand.
On the contrary, increases in property, plant and equipment, equal to Euro 1,288 thousand in the first nine months of the financial year ended 31 December 2015, were mainly attributable to plant and machinery for Euro 126 thousand, to industrial and business equipment for Euro 1,111 thousand (in particular, to fittings purchased for new DOS opened in the period under consideration and to the refurbishment of some existing shops for Euro 982 thousand and to electric and electronic office machines for Euro 115 thousand and minor assets).
Below is summarised the Group's consolidated equity and financial structure as at 31 December 2015 (compared to the corresponding structure as at 31 March 2015 and 31 December 2014):
| (in thousands of Euro) | 31 December 2015 |
31 March 2015 |
31 December 2014 |
|---|---|---|---|
| Trade receivables | 26,014 | 23,185 | 24,427 |
| Inventories | 18,342 | 15,962 | 16,102 |
| (Trade payables) | (12,741) | (13,657) | (12,433) |
| Total net current trade assets | 31,616 | 25,490 | 28,096 |
| Other current assets | 2,241 | 1,537 | 1,208 |
| Tax receivables | 172 | 908 | 270 |
| (Other current liabilities) | (2,335) | (3,266) | (2,235) |
| (Tax payables) | (969) | (163) | (860) |
| A) Working capital | 30,724 | 24,506 | 26,479 |
| Intangible assets | 4,233 | 4,608 | 4,587 |
| Property, plant and equipment | 12,431 | 12,624 | 12,844 |
| Receivables from others beyond 12 months | 623 | 682 | 982 |
| Deferred tax assets | 1,248 | 1,338 | 1,360 |
| B) Fixed assets | 18,535 | 19,252 | 19,773 |
| C) Non-current provisions and non-financial liabilities | (1,285) | (1,335) | (1,387) |
| Net invested capital (A+B+C) | 47,974 | 42,423 | 44,865 |
| FINANCED BY: | |||
| D) Net Financial Debt | 11,799 | 7,012 | 11,074 |
| E) Equity attributable to Minority interests | (92) | (40) | (25) |
| F) Equity attributable to the Group | 36,268 | 35,451 | 33,816 |
| Total borrowings and Shareholders' Equity (D+E+F) |
47,974 | 42,423 | 44,865 |
Below is the statement showing the net financial position of the Piquadro Group:
| (in thousands of Euro) | 31 December 2015 |
31 March 2015 |
31 December 2014 |
|---|---|---|---|
| (A) Cash | 100 | 85 | 96 |
| (B) Other cash and cash equivalents (available current bank accounts) |
10,018 | 12,620 | 9,378 |
| (C) Liquidity (A) + (B) |
10,118 | 12,705 | 9,474 |
| (D) Finance leases | (625) | (625) | (590) |
| (E) Current bank debt | 0 | 0 | 0 |
| (F) Current portion of current debt | (14,080) | (9,695) | (10,398) |
| (G) Current financial debt (D) + (E) + (F) | (14,704) | (10,320) | (10,988) |
| (H) Short-term net financial position (C) + (G) | (4,586) | 2,385 | (1,514) |
| (I) Non-current bank debt | (5,648) | (7,312) | (7,397) |
| (L) Finance leases | (1,565) | (2,085) | (2,163) |
| (M) Non-current financial debt (I) + (L) | (7,213) | (9,397) | (9,560) |
| (N) Net Financial Debt (H) + (M) |
(11,799) | (7,012) | (11,074) |
As at 31 December 2015 the consolidated net financial position was negative for about Euro 11.8 million. The main reasons for the trend in the net financial position, compared to 31 March 2015, are attributable to the following factors:
The products that the Group offers are conceived, manufactured and distributed according to the guidelines of an organisational model whose feature is that it monitors all the most critical phases of the chain, from conception and manufacturing to subsequent distribution. This entails great care with the correct management of human resources, which, while respecting the different local environments in which the Group operates, must necessarily lead to intense personal involvement, above all in what the Group considers the strategic phases for the success of the brand.
As at 31 December 2015 the Group had 753 members of staff compared to 742 units as at 31 December 2014.
Below is reported the breakdown of staff by country:
| Country | 31 December 2015 | 31 December 2014 |
|---|---|---|
| Italy | 274 | 259 |
| China | 402 | 398 |
| Hong Kong | 13 | 15 |
| Macau | 0 | 5 |
| Germany | 1 | 1 |
| Spain | 20 | 17 |
| Taiwan | 26 | 29 |
| France | 3 | 8 |
| Switzerland | 5 | 5 |
| UK | 5 | 5 |
| United States | 4 | 0 |
| Total | 753 | 742 |
With reference to the Group's organisational structure, as at 31 December 2014, 42.1% of staff operated in the production area, 31.2% in the retail area, 14.9% in the support functions (Administration, IT Systems, Purchasing, Quality, Human Resources, etc.), 8.5% in the Research and Development area and 3.3% in the sales area.
The Piquadro Group's Research and Development activity is carried out by the Parent Company in house through a dedicated team that currently consists of 9 persons mainly engaged in the product research and development department and the style office at the head office of the Company. Furthermore, the plants of the Chinese subsidiary employ a team of 43 people dedicated to prototyping and the implementation of new models according to the instructions defined by the central organisation. Products are conceived within the Group and occasionally in collaboration with outside industrial designers, taking account of the information regarding market trends supplied by the Group's internal departments (Product Management and sales departments). In this manner, the Group develops its collections trying to meet the needs of end customers that are not yet satisfied by the market. The internal unit dedicated to the design of products manages operating activities and also coordinates the external consultants of which the Company makes use. In some cases, in fact, the Group only uses external designers for the product design phase, while the development and implementation phase is in any case carried out in house.
The Company is not subject to direction and coordination activities pursuant to Article 2497 and ff. of the Italian Civil Code. In fact, although under Article 2497-sexies of the Italian Civil Code "it is presumed, unless there is evidence to the contrary, that the activity of direction and coordination of companies is carried out by the company or entity that is required to consolidate their financial statements or that controls them in any way pursuant to Article 2359", neither Piqubo S.p.A. nor Piquadro Holding S.p.A., i.e. the companies controlling Piquadro S.p.A., carries out direction and coordination activities in relation to the Company, in that (i) they do not give their subsidiary instructions; and (ii) there is no significant organisational/functional connection between these Companies and Piquadro S.p.A..
In addition to directly carrying out operating activities, Piquadro S.p.A., in its turn, also carries out direction and coordination activities in relation to the companies it controls, pursuant to Articles 2497 and ff. of the Italian Civil Code.
In compliance with the Consob Regulation on Related Parties, the Board's meeting held on 18 November 2010 adopted the "Regulation governing transactions with Related Parties". This document is available on the website of Piquadro, www.piquadro.com, in the Section on Investor Relations.
With reference to the "Requirements for listing of shares of companies controlling companies established and regulated by the law of States not belonging to the European Union" ("Condizioni per la quotazione di azioni di società controllanti società costituite e regolate dalla legge di Stati non appartenenti all'Unione Europea") under Article 36 of the Markets' Regulation, the Piquadro Group declares that the only Group companies as of today that meet the significance requirements under title VI, chapter II, of the Issuers' Regulation, which are incorporated under and regulated by the law of non-EU States, are the subsidiaries Uni Best Leather Goods Zhongshan Co. Ltd. and Piquadro Taiwan Co. Ltd..
Specifically, the Parent Company certifies that, with regard to said subsidiaries:
On 12 January 2016 the company OOO Piquadro Russia was established, which is wholly owned by Piquadro S.p.A.. Once all the related contracts are signed, this company will be responsible for the operation of five flagship stores located in Moscow.
The development of the Piquadro Group in the 2015/2016 financial year will be affected by the continuation of the process of international expansion, as well as by the positive performance recorded in the operation of its points of sales. The Management expects that in the 2015/2016 financial year the Group may record growth rates that will be similar to those already recorded in the first nine months ended 31 December 2015. The Management also expect, even if in a context of increasing production costs, as a result of the appreciation of the US dollar against the Euro, to be able to benefit from increasing net profits. In this context, the Management will continue monitoring operating margins and costs in order to increase commitments in Research and Development and Marketing at international level, to support the Piquadro brand awareness.
Silla di Gaggio Montano (BO), 11 February 2016 FOR THE BOARD OF DIRECTORS
THE CHAIRMAN (Marco Palmieri)
CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT 31 DECEMBER 2015
| NON-CURRENT ASSETS | |||
|---|---|---|---|
| Intangible assets | (1) | 4,233 | 4,608 |
| Property, plant and equipment | (2) | 12,431 | 12,624 |
| Receivables from others | (3) | 623 | 682 |
| Deferred tax assets | (4) | 1,248 | 1,339 |
| TOTAL NON-CURRENT ASSETS | 18,535 | 19,253 | |
| CURRENT ASSETS | |||
| Inventories | (5) | 18,342 | 15,962 |
| Trade receivables | (6) | 26,014 | 23,185 |
| Other current assets | (7) | 2,241 | 1,538 |
| Tax receivables | (8) | 172 | 907 |
| Derivative assets | 0 | 0 | |
| Cash and cash equivalents | (9) | 10,118 | 12,705 |
| TOTAL CURRENT ASSETS | 56,887 | 54,297 | |
| TOTAL ASSETS | 75,422 | 73,550 |
| (in thousands of Euro) | Notes | 31/12/2015 | 31/03/2015 |
|---|---|---|---|
| LIABILITIES | |||
| EQUITY | |||
| Share capital | 1,000 | 1,000 | |
| Share premium reserve | 1,000 | 1,000 | |
| Other reserves | 1,915 | 1,239 | |
| Retained earnings | 29,232 | 28,093 | |
| Group profit for the period | 3,121 | 4,119 | |
| TOTAL EQUITY ATTRIBUTABLE TO THE GROUP | 36,268 | 35,451 | |
| Capital and Reserves attributable to minority interests | (38) | 0 | |
| Profit/(loss) for the period attributable to minority interests | (54) | (40) | |
| TOTAL EQUITY ATTRIBUTABLE TO MINORITY INTERESTS | (92) | (40) | |
| TOTAL EQUITY | (10) | 36,175 | 35,411 |
| NON-CURRENT LIABILITIES | |||
| Borrowings | (11) | 5,648 | 7,312 |
| Payables to other lenders for lease agreements | (12) | 1,565 | 2,085 |
| Provision for employee benefits | (13) | 267 | 295 |
| Provisions for risks and charges | (14) | 1,018 | 1,040 |
| Deferred tax liabilities | 0 | 0 | |
| TOTAL NON-CURRENT LIABILITIES | 8,497 | 10,732 | |
| CURRENT LIABILITIES | |||
| Borrowings | (15) | 14,080 | 9,695 |
| Payables to other lenders for lease agreements | (16) | 625 | 625 |
| Trade payables | (17) | 12,741 | 13,657 |
| Other current liabilities | (18) | 2,335 | 3,267 |
| Tax payables | (19) | 969 | 163 |
| TOTAL CURRENT LIABILITIES | 30,749 | 27,407 | |
| TOTAL LIABILITIES | 39,246 | 38,139 | |
| TOTAL EQUITY AND LIABILITIES | 75,422 | 73,550 |
| (in thousands of Euro) | Notes | 31 December 2015 |
31 December 2014 |
|---|---|---|---|
| REVENUES | |||
| Revenues from sales | (20) | 49,819 | 48,528 |
| Other income | (21) | 756 | 633 |
| TOTAL REVENUES (A) | 50,575 | 49,161 | |
| OPERATING COSTS | |||
| Change in inventories | (22) | (2,567) | 87 |
| Costs for purchases | (23) | 10,911 | 8,164 |
| Costs for services and leases and rentals | (24) | 24,088 | 22,647 |
| Personnel costs | (25) | 11,478 | 10,867 |
| Amortisation, depreciation and write-downs | (26) | 2,065 | 2,288 |
| Other operating costs | (27) | 183 | 288 |
| TOTAL OPERATING COSTS (B) | 46,158 | 44,341 | |
| OPERATING PROFIT (A-B) | 4,417 | 4,820 | |
| FINANCIAL INCOME AND CHARGES | |||
| Financial income | (28) | 905 | 829 |
| Financial charges | (29) | (656) | (1,211) |
| TOTAL FINANCIAL INCOME AND CHARGES | 249 | (382) | |
| PRE-TAX RESULT | 4,666 | 4,438 | |
| Income tax expenses |
(30) | (1,599) | (1,518) |
| PROFIT FOR THE PERIOD | 3,067 | 2,920 | |
| attributable to: | |||
| EQUITY HOLDERS OF THE COMPANY | 3,121 | 2,949 | |
| MINORITY INTERESTS | (54) | (29) | |
| (Diluted) Earnings per share in Euro | (31) | 0.057 | 0.054 |
| (Basic) Earnings per share in Euro | (31) | 0.061 | 0.059 |
| (in thousands of Euro) | 31 December 2015 | 31 December 2014 |
|---|---|---|
| Profit for the period (A) | 3,067 | 2,920 |
| Components that can be reclassified to the income statement | ||
| Profit/(Loss) arising from the translation of financial statements of | (336) | 134 |
| foreign companies | ||
| Profit/(Loss) on hedging instruments of cash flows (cash flow hedge) | 0 | 48 |
| Components that cannot be reclassified to the income statement | ||
| Actuarial gain (losses) on defined-benefit plans | 34 | (19) |
| Total Profits recognised in equity (B) | (302) | 163 |
| Total comprehensive Income for the period (A) + (B) |
2,765 | 3,083 |
| Attributable to | ||
| - the Group |
2,816 | 3,112 |
| - Minority interests |
(51) | (29) |
(in thousands of Euro)
| Description | Other reserves |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium reserve |
Translation reserve |
Fair value reserve |
Reserve for Employee Benefits |
Other reserves |
Total Other Reserves |
Retained earnings |
Group profit |
Equity attributable to the Group |
Capital and Reserves attributable to minority interests |
Profit/ (Loss) attributable to minority interests |
Total Equity attributable to the Group and minority interests |
|
| Balances as at 31.03.2014 | 1,000 | 1,000 | 1 6 |
(48) | (28) | 627 | 567 | 25,567 | 3,526 | 31,660 | 2 0 |
(16) | 31,664 |
| Profit for the period Other components of the comprehensive result as at 31 March 2014: |
0 | 2,949 | 2,949 | (29) | 2,920 | ||||||||
| - Exchange differences from translation of financial statements in foreign currency | 134 | 134 | 134 | 134 | |||||||||
| - Reserve for actuarial gains (losses) on defined-benefit plans | (19) | (19) | (19) | (19) | |||||||||
| - Fair value of financial instruments | 48 | 4 8 |
4 8 |
4 8 |
|||||||||
| Total Comprehensive Income for the period | 0 | 0 | 134 | 4 8 |
(19) | 0 | 163 | 0 | 2,949 | 3,112 | 0 | (29) | 3,083 |
| - Distribution of dividends to shareholders | (1,000) | (1,000) | (1,000) | ||||||||||
| - Allocation of the result for the period as 31 March 2014 to reserves | 2,526 | (2,526) | 0 | (16) | 16 | 0 | |||||||
| Fair value of Stock Option Plans | 44 | 4 4 |
4 4 |
4 4 |
|||||||||
| Balances as at 31.12.2014 | 1,000 | 1,000 | 150 | 0 | (47) | 671 | 774 | 28,093 | 2,949 | 33,816 | 4 | (29) | 33,791 |
| Description | Other reserves | ||||||||||||
| Share capital |
Share premium reserve |
Translation reserve |
Fair value reserve |
Reserve for Employee Benefits |
Other reserves |
Total Other Reserves |
Retained earnings |
Group profit |
Equity attributable to the Group |
Capital and Reserves attributable to minority interests |
Profit/ (Loss) attributable to minority interests |
Total Equity attributable to the Group and minority interests |
| Description | Other reserves | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium reserve |
Translation reserve |
Fair value reserve |
Reserve for Employee Benefits |
Other reserves |
Total Other Reserves |
Retained earnings |
Group profit |
Equity attributable to the Group |
Capital and Reserves attributable to minority interests |
Profit/ (Loss) attributable to minority interests |
Total Equity attributable to the Group and minority interests |
|
| Balances as at 31.03.2015 | 1,000 | 1,000 | 796 | 0 | (54) | 497 | 1,239 | 28,093 | 4,119 | 35,451 | 0 | (40) | 35,411 |
| Profit for the period | 0 | 3,121 | 3,121 | (54) | 3,067 | ||||||||
| Other components of the comprehensive result as at 31 March 2015: | |||||||||||||
| - Exchange differences from translation of financial statements in foreign currency | (338) | (338) | (338) | 2 | (336) | ||||||||
| - Reserve for actuarial gains (losses) on defined-benefit plans | 34 | 3 4 |
3 4 |
3 4 |
|||||||||
| - Fair value of financial instruments | 0 | 0 | 0 | ||||||||||
| Total Comprehensive Income for the period | 0 | 0 | (338) | 0 | 3 4 |
0 | (304) | 0 | 3,121 | 2,817 | 2 | (54) | 2,765 |
| - Distribution of dividends to shareholders | (2,000) | (2,000) | (2,000) | ||||||||||
| - Allocation of the result for the period at 31 March 2015 to reserves | 2,119 | (2,119) | 0 | (40) | 40 | 0 | |||||||
| Fair value of Stock Option Plans | 0 | 0 | 0 | ||||||||||
| Balances as at 31.12.2015 | 1,000 | 1,000 | 458 | 0 | (20) | 497 | 935 | 30,212 | 3,121 | 36,268 | (38) | (54) | 36,175 |
| (in thousands of Euro) | 31 December 2015 |
31 December 2014 |
|---|---|---|
| Pre-tax profit | 4,666 | 4,438 |
| Adjustments for: | ||
| Depreciation of property, plant and equipment/Amortisation of intangible assets | 1,845 | 1,785 |
| Write-downs of property, plant and equipment/intangible assets | 45 | 270 |
| Provision for bad debts | 175 | 233 |
| Adjustment to the provision for employee benefits | 0 | 0 |
| Net financial charges/(income), including exchange rate differences | (249) | 382 |
| Cash flow from operating activities before changes in working capital | 6,482 | 7,108 |
| Change in trade receivables (gross of the provision) | (3,005) | (3,568) |
| Change in inventories | (2,380) | (266) |
| Change in other current assets |
(643) | 116 |
| Change in trade payables | (916) | (452) |
| Change in provisions for risks and charges | 1 | 189 |
| Change in other current liabilities | (932) | (764) |
| Change in tax receivables/payables | 1,541 | 846 |
| Cash flow from operating activities after changes in working capital | 148 | 3,209 |
| Payment of taxes | (1,559) | (1,424) |
| Interest paid | 424 | (257) |
| Cash flow generated from operating activities (A) | (987) | 1,528 |
| Investments in intangible assets | (137) | (78) |
| Investments in property, plant and equipment | (1,288) | (1,329) |
| Investments in fixed financial assets | 0 | 0 |
| Changes generated from investing activities (B) | (1,425) | (1,407) |
| Financing activities | ||
| Change in long-term financial receivables | 0 | 0 |
| Change in short- and medium/long-term borrowings |
2,564 | (335) |
| Changes in financial instruments | 0 | (66) |
| Lease instalments paid | (541) | (438) |
| Other minor changes | (198) | 207 |
| Payment of dividends | (2,000) | (1,000) |
| Cash flow generated from/(absorbed by) financing activities (C) | (174) | (1,632) |
| Net increase (decrease) in cash and cash equivalents (A+B+C) | (2,586) | (1,511) |
| Cash and cash equivalents at the beginning of the period | 12,705 | 10,985 |
| Cash and cash equivalents at the end of the period | 10,118 | 9,474 |
Piquadro S.p.A. (hereinafter also referred to as "Piquadro", "the Company" or "the Parent Company") and its subsidiaries ("the Piquadro Group" or "the Group") design, produce and market leather goods - bags, suitcases and accessories - characterised by attention to design and functional and technical innovation.
As of today's date, the Company is owned by Marco Palmieri through Piqubo S.p.A, which is 100% owned. Piqubo S.p.A, in fact, holds 93.34% of the share capital of Piquadro Holding S.p.A, which in its turn holds 68.37% of the share capital of Piquadro S.p.A., a company which is listed on the Milan Stock Exchange since 25 October 2007.
These consolidated condensed financial statements were approved by the Board of Directors on 11 February 2016.
The Piquadro Group operates in a seasonal market that is typical of the sector to which it belongs.
Historically, the Group's sales revenues achieved in the first nine months of the financial year (i.e. from April to December) about 72.2% (a percentage calculated on the basis of consolidated revenues of Euro 48,528 thousand as at 31 December 2014 compared to revenues of Euro 67,209 thousand as at 31 March 2015) with a consequent impact on margins.
Accordingly, it should be noted that, even if expressing the Group's economic and financial performance, the result as at 31 December 2015 does not fully represent the result that the Group expects to achieve in the financial year that will end on 31 March 2016.
These consolidated condensed quarterly financial statements as at 31 December 2015 were prepared pursuant to Article 154-ter of Legislative Decree no. 58/98 and in accordance with International Accounting Standards (IAS/IFRS) adopted by the European Union and in particular with the accounting standard applicable to interim financial reporting (IAS 34).
IAS 34 allows interim financial statements to be prepared in a "condensed" form, i.e. on the basis of minimum disclosures substantially less detailed than required by IFRS as a whole, provided that a complete set of financial statements prepared on the basis of IFRS has been previously made available to the public.
These consolidated condensed financial statements have been prepared in a "condensed" form and they must therefore be read together with the Group's consolidated financial statements ended 31 March 2015 prepared in accordance with IFRS adopted by the European Union, to which reference is made for a better understanding of the Group's business and structure and of the accounting standards and criteria adopted.
The preparation of interim financial statements in accordance with IAS 34 – Interim Financial Reporting requires judgments, estimates and assumptions that impact on assets, liabilities, costs and revenues. It should be noted that the final results may prove different from those obtained as a result of these estimates.
The Accounting statements of the statement of financial position, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows are prepared in an extended form and are the same as those adopted for the consolidated financial statements ended 31 March 2015.
The accounting standards and policies adopted in preparing the consolidated interim financial statements are the same as those used in preparing the consolidated financial statements of Piquadro S.p.A. ended 31 March 2015, to which reference is made for a description of the same.
These consolidated interim financial statements are made up of the Statement of Financial Position, the Income Statement, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity and these Explanatory Notes. Economic data, changes in equity and cash flows for the first nine months of the financial year ended 31 December 2015 are compared with the first nine months ended 31 December 2014. Financial data as at 31 December 2015 are compared with the corresponding values as at 31 March 2015 (relating to the last consolidated annual accounts).
For a better description, accounting data are reported in thousands of Euro in both the accounting statements and these Notes.
The reporting currency of these consolidated financial statements is the Euro, since this currency prevails in the economies of the countries where the Piquadro Group companies conduct their business.
Except as indicated above in the interim Report of operations and in the following notes to the financial statements, the Management believes that no other significant non-recurring events or transactions occurred either in the first nine months ended 31 December 2015 or in the first nine months ended 31 December 2014, nor did any atypical or unusual transactions significantly affect the operating result.
For the purpose of provide a clear representation, below is reported the chart of the Group structure as at 31 December 2015:
Control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. A company, therefore, has control over an entity when it is exposed, or has a right, to variable returns from its involvement with the entity and, at the same time, has the ability to affect these returns through its power over the investee. Control exists, therefore, when an investor has all the following three elements:
The power to direct the activities that significantly affect the investee's results (relevant activities) is most commonly exercised through voting rights (including potential voting rights), but also by virtue of contractual arrangements.
The criteria adopted in applying the method of consolidation on a line-by-line basis are mainly the following:
significant transactions occurred between consolidated companies are also eliminated, as well as credit and debt items and profits not yet realised which arise from transactions between Group companies;
the portion of Total Equity pertaining to minority shareholders is recognised under a special item, while the portion of result for the period pertaining to minority interests is recognised separately in the consolidated income statement;
The consolidated interim financial statements ended 31 December 2015 and 31 December 2014 include the interim financial statements of the Parent Company Piquadro S.p.A and those of all companies over which it exercises control, either directly or indirectly.
The complete list of the companies included in the scope of consolidation as at 31 December 2015 and 31 December 2014, with the related shareholders' equity and share capital recognised according to local accounting standards (as the Group companies have prepared their interim financial statements according to the local regulations and accounting standards, and have only prepared the consolidation file according to IFRS functionally to the consolidation into Piquadro) are reported in the tables below:
| Name | HQ | Country | Currency | Share Capital | Shareholders' | Control % |
|---|---|---|---|---|---|---|
| (local currency/000) |
equity (Euro/000) |
|||||
| Piquadro S.p.A. | Gaggio Montano (BO) |
Italy | Euro | 1,000 | 33,849 | Parent Company |
| Piquadro España Slu | Barcelona | Spain | Euro | 898 | 782 | 100% |
| Piquadro Deutschland Gmbh |
Munich | Germany | Euro | 25 | 14 | 100% |
| Uni Best Leather Goods Zhongshan Co Limited |
Guangdong | People's Republic China |
RMB of |
22,090 | 5,076 | 100% |
| Piquadro Hong Kong Limited |
Hong Kong | Hong Kong | HKD | 2,000 | 1,506 | 100% |
| Piquadro Macau Limitada |
Macau | Macau | HKD | 25 | 725 | 100% |
| Piquadro Trading (Shenzhen) Co. Ltd. |
Shenzhen | People's Republic China |
RMB of |
13,799 | 8,534 | 100% |
| Piquadro Taiwan Co. Ltd. |
Taipei | Taiwan | TWD | 25,000 | 29,537 | 100% |
| Piquadro France SARL | Paris | France | EUR | 2,500 | 2,536 | 100% |
| Piquadro Swiss SA | Mendrisio | Switzerland | CHF | 100 | (204) | 51% |
| Piquadro UK Limited | London | United Kingdom |
GBP | 1,000 | 1,003 | 100% |
| Piquadro USA INC | Delaware | USA | USD | 1,000 | 1,000 | 100% |
| Piquadro USA LLC | Delaware | USA | USD | 995 | 983 | 100% |
| Name | HQ | Country | Currency | Share Capital (local currency/000) |
Shareholders' equity (Euro/000) |
Control % |
|---|---|---|---|---|---|---|
| Piquadro S.p.A. | Gaggio Montano (BO) |
Italy | Euro | 1,000 | 33,825 | Parent Company |
| Piquadro España Slu Barcelona |
Spain | Euro | 898 | 764 | 100% |
|---|---|---|---|---|---|
| Piquadro Deutschland Munich Gmbh |
Germany | Euro | 25 | (19) | 100% |
| Uni Best Leather Guangdong Goods Zhongshan Co Limited |
People's Republic China |
RMB of |
22,090 | 3,656 | 100% |
| Piquadro Hong Kong Hong Kong Limited |
Hong Kong | HKD | 2,000 | 65 | 100% |
| Piquadro Macau Macau Limitada |
Macau | HKD | 25 | 86 | 100% |
| Piquadro Trading Shenzhen (Shenzhen) Co. Ltd. |
People's Republic China |
RMB of |
13,799 | 1,120 | 100% |
| Piquadro Taiwan Co. Taipei Ltd. |
Taiwan | TWD | 25,000 | 615 | 100% |
| Piquadro France Paris SARL |
France | EUR | 2,500 | 2,461 | 100% |
| Piquadro Swiss SA Mendrisio |
Switzerland | CHF | 100 | (51) | 51% |
| Piquadro UK Limited London |
United Kingdom |
GBP | 700 | 903 | 100% |
| Piquadro USA INC Delaware |
USA | USD | 0 | 0 | 100% |
| Piquadro USA LLC Delaware |
USA | USD | 0 | 0 | 100% |
The companies that the Parent Company Piquadro S.p.A controls, either directly or indirectly, and either legally or in practice, are consolidated according to the line-by-line consolidation method, which consists in reporting all the assets and liabilities items in their entirety from the date on which control has been acquired up to the date control ceases.
The financial statements expressed in a foreign currency other than the Euro are translated into Euro by applying the exchange rates applied below for the first nine months ended 31 December 2015 and 31 December 2014 (foreign currency corresponding to Euro 1):
| Foreign currency | Average | Closing | ||||
|---|---|---|---|---|---|---|
| 31 December 31 December |
31 December | 31 March | 31 December | |||
| 2015 | 2014 | 2015 | 2015 | 2014 | ||
| Hong Kong Dollar (HKD) | 8.56 | 10.20 | 8.44 | 8.34 | 9.42 | |
| Renminbi (CNY) | 6.95 | 8.13 | 7.06 | 6.67 | 7.54 | |
| Taiwan Dollar (TWD) | 35.14 | 39.86 | 35.79 | 33.65 | 38.41 | |
| Swiss franc (CHF) | 1.07 | 1.21 | 1.08 | 1.05 | 1.20 | |
| Great Britain Pound (GBP) | 0.72 | 0.80 | 0.73 | 0.73 | 0.78 | |
| US Dollar (USD) |
1.10 | 1.32 | 1.09 | 1.08 | 1.21 |
Starting from 1 April 2015 the following accounting standards and amendments to the international accounting standards shall be applied obligatorily, which have been issued by the IASB and adopted by the European Union:
IFRIC 21 – "Levies (Regulation 634/2014)". This interpretation was issued by IFRS IC on 20 May 2013 and will be applicable, on a retrospective basis, starting from financial years that will commence on or after 17 June 2014. The interpretation was issued to identify the methods to account for levies, i.e. the payments to a government body for which the entity does not receive specific goods or services. The document identifies various types of levies and specifies the event that gives rise to the obligation, which in turn determines, pursuant to IAS 37, the recognition of a liability.
On 12 December 2013 the International Accounting Standards Board (IASB) published a document named "Improvements to International Financial Reporting Standards (2011-2013 Cycle)", as subsequently adopted by the European Union by Regulation 1361/2014. These improvements, which will be applicable from the financial years that will commence on or after 1 July 2014, include amendments to the following existing international accounting standards:
These interpretations and amendments have had no significant effects on the information provided in this interim financial report and on the measurement of the related items in the financial statements.
Starting from 1 January 2019 the following accounting standards and amendments to accounting standards shall be applied obligatorily, as the EU endorsement process has already been completed for them:
IFRS 16 – "Leases". This standard was published by the IASB on 13 January 2016. The new IFRS 16 will be applicable from 1 January 2019 and will replace IAS 17 – Leasing, but early adoption will be permitted for those entities which also apply IFRS 15 – Revenue from Contracts with Customers. This new standard states that the entity must report all lease agreements, both operating and financial, as assets and liabilities in the balance sheet.
Starting from 1 January 2018 the following accounting standards and amendments to accounting standards shall be applied obligatorily, as the EU endorsement process has already been completed for them:
the amount of the revenues to recognise (identification of contracts with customers, identification of the performance obligations laid down as per contract, determination of the transaction price, allocation of the transaction price, recognition of revenues upon the fulfilment of the performance obligation). The adoption of this standard is expected to be obligatory starting from 1 January 2018, with early adoption permitted. It is planned to apply the new standard retrospectively, with the possibility of choosing whether to restate the financial years presented in the comparative disclosures or recognise the effects of its adoption under the opening equity of the first-time application financial year.
Starting from 1 April 2016 the following accounting standards and amendments to accounting standards shall be applied obligatorily, as the EU endorsement process has already been completed for them:
Starting from 1 January 2016 the following accounting standards and amendments to accounting standards shall be applied obligatorily, as the EU endorsement process has already been completed for them:
On 25 September 2014 the International Accounting Standards Board (IASB) published a document named "Improvements to International Financial Reporting Standards (2012-2014 Cycle)". These improvements, which will be applicable from the financial years that will commence on 1 January 2016, include amendments to the following existing international accounting standards:
transferred business for the purposes of the required disclosures. Furthermore, in relation to the offsetting of financial assets and liabilities, the document clarifies that the disclosures are not expressly required for all interim financial statements. However, these disclosures could be required in order to meet the requirements set out under IAS 34, when they are significant disclosures.
On 12 December 2013 the International Accounting Standards Board (IASB) published a document named "Improvements to International Financial Reporting Standards (2010-2012 Cycle)", as subsequently adopted by the European Union by Regulation 28/2015. These improvements, which will be applicable from the financial years that will commence on or after 1 February 2015, include amendments to the following existing international accounting standards:
obligatorily only if a measurement of the total assets of operating segments is regularly provided to the Management.
The Group is assessing the potential effects on the financial statements arising from adopting these standards or amendments to the existing standards.
The following updates of the IFRS standards (as already approved by the IASB), as well as the following interpretations and amendments, are being approved by the competent bodies of the European Union:
As at the date of this Interim Financial Report as at 31 December 2015, it was not deemed that the accounting standards, interpretations and amendments to accounting standards listed above may have potential significant impacts on the equity, financial and economic position of the Group.
As at 31 December 2015 the value of intangible assets was equal to Euro 4,233 thousand (Euro 4,608 thousand as at 31 March 2015).
Below is reported the statement of changes of this item:
| (in thousands of Euro) | 31 December 2015 |
|---|---|
| Balance as at 31 March 2015 | 4,608 |
| Investments | 137 |
| Sales and disposals | 0 |
| Other changes | (6) |
| Amortisation | (506) |
| Write-downs | 0 |
| Total | 4,233 |
Increases in intangible assets equal to Euro 137 thousand in the first nine months of the financial year ended 31 December 2015 mainly related to investments in software and IT products for Euro 105 thousand and to trademarks for Euro 18 thousand.
As at 31 December 2015, the value of property, plant and equipment was equal to Euro 12,431 thousand (Euro 12,624 thousand as at 31 March 2015) Below is reported the statement of changes of this item:
| (in thousands of Euro) | 31 December 2015 |
|---|---|
| Balance as at 31 March 2015 | 12,624 |
| Investments | 1,288 |
| Sales and disposals | (41) |
| Other changes | (56) |
| Depreciation | (1,339) |
| Write-downs | (45) |
| Total | 12,431 |
On the contrary, increases in property, plant and equipment, equal to Euro 1,288 thousand in the first nine months of the financial year ended 31 December 2015, were mainly attributable to plant and machinery for Euro 126 thousand, to industrial and business equipment for Euro 1,111 thousand (in particular to fittings purchased for new DOS opened in the period under consideration and to the refurbishment of some existing shops for Euro 982 thousand and to electric and electronic office machines for Euro 115 thousand and to other minor assets).
Below is reported the net book value as at 31 December 2015 of the assets used by the Group by virtue of finance lease agreements:
| (in thousands of Euro) | 31 December 2015 |
|---|---|
| Land | 878 |
| Buildings | 4,211 |
| Plant and equipment | 20 |
| Industrial and business equipment | 44 |
| Total | 5,596 |
Receivables from others, equal to Euro 623 thousand as at 31 December 2015 (compared to Euro 682 thousand as at 31 March 2015) relate to both guarantee deposits paid for various utilities, including those relating to the operation of Company-owned shops, and deposits relating to the lease of DOS.
As at 31 December 2015, deferred tax assets amounted to Euro 1,248 thousand (Euro 1,339 thousand as at 31 March 2015). The balance is mainly made up of temporary fiscal differences relating to Piquadro S.p.A. for Euro 1,200 thousand (Euro 1,161 thousand as at 31 March 2015) referred to the IRES (Imposta sul Reddito delle Società, Corporate Income Tax) and IRAP (Imposta Regionale sulle Attività Produttive, Local Tax on Production Activities) tax effect on taxed funds, in addition to adjustments made at the time of the preparation of the consolidated financial statements.
The tables below report the breakdown of net inventories into the relevant classes and the changes in the provision for write-down of inventories (entered as a direct reduction in the individual classes of inventories), respectively:
| (in thousands of Euro) | Gross value as at 31 | Provision for | Net value as at 31 | Net value as at 31 |
|---|---|---|---|---|
| December 2015 | write-down | December 2015 | March 2015 | |
| Raw Materials | 2,746 | (160) | 2,586 | 2,344 |
| Semi-finished products | 916 | 0 | 916 | 661 |
| Finished products | 15,460 | (620) | 14,840 | 12,957 |
| Inventories | 19,122 | (780) | 18,342 | 15,962 |
Below is reported the breakdown and the changes in the provision for write-down of inventories:
| (in thousands of Euro) | Provision as at 31 March 2015 |
Use | Allocation | Provision as at 31 December 2015 |
|---|---|---|---|---|
| Provision for write-down of raw materials |
151 | 0 | 9 | 160 |
| Provision for write-down of finished products |
327 | 0 | 293 | 620 |
| Total provision for write-down of inventories |
478 | 0 | 302 | 780 |
As at 31 December 2015, inventories showed an increase compared to the corresponding values as at 31 March 2015. This increase was mainly attributable to the different seasonality and to the early production, which was also related to the increased sales expected in the current financial year.
As at 31 December 2015, trade receivables were equal to Euro 26,014 thousand compared to Euro 23,185 thousand as at 31 March 2015. The increase over 31 March 2015 is mainly attributable to the different seasonality furthermore rather than to the turnover growth trends in the first nine months of the year, in particular in the foreign wholesale channel (+5.2% against the same period of the 2014 financial year).
The adjustment to the face value of receivables from customers at their presumed realisable value is obtained through a special provision for bad debts, whose changes in the quarter under consideration are showed in the table below:
| (in thousands of Euro) | Provision as at 31 December 2015 | Provision as at 31 March 2015 |
|---|---|---|
| Balance at the beginning of the period | 1,231 | 1,173 |
| Effect through P&L | 175 | 386 |
| Uses | 0 | (328) |
| Total Provision for bad debts | 1,406 | 1,231 |
Below is reported the breakdown of other current assets:
| (in thousands of Euro) | 31 December 2015 | 31 March 2015 |
|---|---|---|
| Other assets | 972 | 280 |
| Accrued income and prepaid expenses | 1,269 | 1,258 |
| Other current assets | 2,241 | 1,538 |
Other assets mainly related to advances to non-trade suppliers for Euro 305 thousand, to VAT credits related to subsidiaries for Euro 123 thousand and VAT credits of the parent company, equal to Euro 115 thousand.
As at 31 December 2015, tax receivables were equal to Euro 172 thousand (Euro 907 thousand as at 31 March 2015) and were mainly made up of tax receivables recognized by foreign subsidiaries for income taxes. The receivable for IRES refund due following the deductibility of the IRAP tax relating to the cost of subordinate employment and employment treated as such referred to in Decree Law 201/2011 and Decree Law 16/2012 for the years 2007- 2011, equal to Euro 425 thousand at 31 March 2015, was collected by the Parent Company in the period under consideration.
| (in thousands of Euro) | 31 December 2015 |
31 March 2015 |
|---|---|---|
| Receivables for income taxes | 168 | 9 |
| Receivable for IRES tax refund | 4 | 898 |
| Tax receivables | 172 | 907 |
Below is reported the breakdown of cash and cash equivalents (mainly relating to the parent company):
| (in thousands of Euro) | 31 December 2015 |
31 March 2014 |
|---|---|---|
| Available current bank accounts | 10,018 | 12,619 |
| Cash, cash on hand and cheques | 100 | 86 |
| Cash and cash equivalents | 10,118 | 12,705 |
The balance represents cash and cash equivalents and the existence of cash and cash on hand at the closing date of the periods. For a better understanding of the dynamics in the Company's liquidity, reference is made to the Statement of Cash flows and the breakdown of Net Financial Position.
Share capital
As at 31 December 2015, the Share Capital of Piquadro S.p.A. was equal to Euro 1,000 thousand and was represented by no. 50,000,000 of ordinary shares, fully subscribed and paid up, with regular enjoyment, with no indication of their par value.
On 24 July 2012, the Shareholders' Meeting approved the guidelines of a new stock option plan for the 2012-2017 period, which is reserved for certain Directors, executives with strategic responsibilities, employees and collaborators of Piquadro S.p.A. and of other companies owned by it, and resolved to approve the consequent capital increase, excluding the right of option serving the plan, up to a maximum amount of Euro 93,998, through the issue of a maximum number of 4,699,900 ordinary shares of Piquadro S.p.A., of no par value, having the same features and enjoyment as the outstanding shares; this capital increase may be also implemented in more than one payment and is divisible by 31 December 2018.
On 26 September 2012, the Board of Directors resolved to determine the subscription price of the Piquadro S.p.A. ordinary shares, to be paid by the beneficiaries at the time of the subscription of the shares deriving from the exercise of the options, for an amount of Euro 1.53 per share, thus determining an overall number of 3,600,000 rights of option to be assigned to the respective beneficiaries. Furthermore, subject to the opinion of the Remuneration Committee, the list of the plan's beneficiaries was approved, specifying the number of rights of option assigned to each of them.
The stock option plan will have a term of five years and the accrual of options, to the extent of 30% by 30 September 2015, 30% by 30 September 2016 and 40% by 30 September 2017, is subject to:
The criterion adopted to measure the 2012-2017 stock option plan is based on the Black – Scholes model, which has been properly amended in order to be able to include the conditions of accrual of the options. The calculation model has been created specifically in order to take account of the characteristics envisaged in the rules of the plan.
As regards the 2012-2017 Stock Option Plan, it should be noted that, on the basis of the results achieved by the Group from the approval of the stock option plan up to today and on the basis of the new plans prepared by the Management, it is emerged that the chances of attaining the EBITDA and Net Financial Position targets set out in the plan are very close to zero. As they are "non-market conditions" and taking account of these chances in accounting for the plan, the amount that had been previously accounted for under the "Stock Option Reserve" in previous financial years was consequently taken to the Income Statement in the financial year ended 31 March 2015 (as the plan had become "out of the money").
On the basis of the data resulting from this Interim Financial Report and from the latest budget forecasts, no elements arise which could change the approach described above. Accordingly, no effects were recognised in the income statement in relation to the 2012-2017 Stock Option Plan in the course of the first nine months of the 2015- 2016 financial year.
As at the date of this Report, the 2008-2013 Stock Option Plan, as approved by the Board of Directors of Piquadro S.p.A. on 31 January 2008, had been settled and no option assigned by virtue of the same had been exercised.
This reserve, which has not undergone changes compared to the financial year ended 31 March 2015, was equal to Euro 1,000 thousand.
As at 31 December 2015 the translation reserve was negative for Euro 338 thousand (while was positive for Euro 780 thousand as at 31 March 2015). This item is referred to the exchange rate differences due to the consolidation of the companies with a relevant currency other than the Euro, i.e. Piquadro Hong Kong and Piquadro Macau (the relevant currency being the Hong Kong Dollar), Uni Best Leather Goods (Zhongshan) Co. Ltd and Piquadro Shenzhen (the relevant currency being the Chinese Renminbi), Piquadro Taiwan Co. Ltd (the relevant currency being the Taiwan Dollar), Piquadro Swiss (the relevant currency being the Swiss franc), Piquadro UK Limited (the relevant currency being the Great Britain Pound), Piquadro USA INC and Piquadro LLC (the relevant currency being the US Dollar).
This item relates to the recognition of the Group profit recorded, equal to Euro 3,121 thousand in the first nine months ended 31 December 2015.
The item refers to the portions of reserves and profit, equal to a negative value of Euro 92 thousand (a negative value of Euro 40 thousand at 31 March 2015), which are attributable to the minority interests of Piquadro Swiss SA, of which the Parent Company owns 51% of the share capital.
Below is the breakdown of non-current payables to banks:
| (in thousands of Euro) | 31 December 2015 | 31 March 2015 |
|---|---|---|
| Non-current borrowings | 5,648 | 7,312 |
| Current borrowings | 14,080 | 9,695 |
| Medium/long-term borrowings | 19,728 | 17,007 |
As at 31 December 2015, borrowings mainly related to Piquadro S.p.A. and included:
Below is reported the breakdown of the loans:
| (in thousands of Euro) |
Date of granting of the loan |
Initial amount |
Currency | Current borrowings |
Amort. cost (S/T) |
Non current borrowings |
Amort. Cost (L/T) |
Total |
|---|---|---|---|---|---|---|---|---|
| BEI loan |
30-Jul-14 | 2,000 | Euro | 670 | 0 | 515 | 0 | 1,185 |
| UBI loan - Stand By |
01-Aug-14 | 3,000 | Euro | 500 | (7) | 0 | 0 | 493 |
| Credem loan |
30-Jul-15 | 2,300 | Euro | 1,726 | (5) | 0 | 0 | 1,721 |
| Credem loan |
12-Nov-15 | 3,300 | Euro | 2,198 | 0 | 1,102 | 0 | 3,300 |
| ICCREA loan |
26-Mar-15 | 2,500 | Euro | 831 | (8) | 1,053 | (4) | 1,872 |
| Mediocredito loan |
13-Feb-15 | 5,000 | Euro | 1,000 | (27) | 3,000 | (18) | 3,955 |
| Payables to banks |
Euro | 202 | 0 | 0 | 0 | 202 | ||
| Advances from Carisbo |
Euro | 5,000 | 0 | 0 | 0 | 5,000 | ||
| UBI Banca Hot Money Line |
Euro | 2,000 | 0 | 0 | 0 | 2,000 | ||
| 14,127 | (47) | 5,670 | (22) | 19,728 |
Below is reported the following breakdown:
| (in thousands of Euro) | 31 December 2015 |
31 March 2015 |
|---|---|---|
| Non-current portion: | ||
| Payables to leasing companies | 1,565 | 2,085 |
| Current portion: | ||
| Payables to leasing companies | 625 | 625 |
| Payables to other lenders for lease agreements | 2,190 | 2,710 |
As at 31 December 2015, payables to other lenders due beyond 12 months were equal to Euro 1,565 thousand and mainly related to payables to the lease agreement in relation to the plant and the land located in Sassuriano, Silla di Gaggio Montano BO (Euro 2,085 thousand as at 31 March 2015).
As at 31 December 2015, the value of the provision was equal to Euro 267 thousand (Euro 295 thousand as at 31 March 2015) as determined by an independent actuary. The actuarial assumptions used for calculating the provision are not changed compared to the information reported in the paragraph Accounting standards – Provision for employee benefits in the Notes to the consolidated financial statements as at 31 March 2015.
Below are the changes of provisions for risks and charges as at 31 December 2015:
| (in thousands of Euro) | Provision as at 31 March 2015 |
Use | Allocation | Provision as at 31 December 2015 |
|---|---|---|---|---|
| Provision for supplementary clientele indemnity |
901 | (22) | 0 | 879 |
| Other provisions for risks | 139 | 0 | 0 | 139 |
| Total | 1,040 | (22) | 0 | 1,018 |
| PIQUADRO GROUP |
The "Provision for clientele' supplementary indemnity" represents the potential liability with respect to agents in the event of Group companies' terminating agreements or agents retiring.
As at 31 December 2015, borrowings were equal to Euro 14,080 thousand compared to Euro 9,695 thousand as at 31 March 2015. For the breakdown, reference is made to Note 11.
As at 31 December 2015 they were equal to Euro 625 thousand (Euro 625 thousand as at 31 March 2015) and related to the current portion of payables to leasing companies relating to the finance lease agreements of hardware and software, and of the property of the operational headquarters of the Parent Company.
The statement below shows the Net Financial Position of the Piquadro Group as a summary of what is detailed in the Notes above:
| (in thousands of Euro) | 31 December 2015 |
31 March 2015 |
31 December 2014 |
|---|---|---|---|
| (A) Cash | 100 | 85 | 96 |
| (B) Other cash and cash equivalents (available current bank accounts) |
10,018 | 12,620 | 9,378 |
| (C) Liquidity (A) + (B) |
10,118 | 12,705 | 9,474 |
| (D) Finance leases | (625) | (625) | (590) |
| (E) Current bank debt | 0 | 0 | 0 |
| (F) Current portion of current debt | (14,080) | (9,695) | (10,398) |
| (G) Current financial debt (D) + (E) + (F) | (14,704) | (10,320) | (10,988) |
| (H) Short-term net financial position (C) + (G) |
(4,586) | 2,385 | (1,514) |
| (I) Non-current bank debt | (5,648) | (7,312) | (7,397) |
| (L) Finance leases | (1,565) | (2,085) | (2,163) |
| (M) Non-current financial debt (I) + (L) |
(7,213) | (9,397) | (9,560) |
| (N) Net financial debt (H) + (M) |
(11,799) | (7,012) | (11,074) |
As at 31 December 2015, the consolidated net financial position was negative for about Euro 11.8 million. The main reasons for the trend in the net financial position, compared to 31 March 2015, are attributable to the following factors:
Below is the breakdown of current trade liabilities:
| (in thousands of euro) | 31 December 2015 |
31 March 2015 |
|---|---|---|
| Payables to suppliers | 12,741 | 13,657 |
At 31 December 2015, the balance of trade payables recorded a decrease of Euro 916 thousand compared to 31 March 2015 and this decrease was mainly attributable to the seasonality dynamics of the Group.
Below is the breakdown of other current liabilities:
| (in thousands of Euro) | 31 December 2015 | 31 March 2015 |
|---|---|---|
| Payables to social security institutions | 435 | 400 |
| Payables to pension funds | 38 | 26 |
| Other payables | 64 | 87 |
| Payables to employees | 1,185 | 1,163 |
| Advances from customers | 61 | 52 |
| Accrued expenses and deferred income | 0 | 0 |
| Payables for VAT | 0 | 1,254 |
| IRPEF* tax payables and other tax payables | 554 | 285 |
| Other current liabilities | 2,335 | 3,267 |
* IRPEF, Imposta sul reddito delle persone fisiche = Personal Income Tax.
Payables to social security institutions mainly relate to the Parent Company's payables due to INPS. Payables to employees equal to Euro 1,185 thousand, mainly included the Group's payables for remunerations to be paid and deferred charges with respect to employees.
Below is the breakdown of tax payables:
| (in thousands of Euro) | 31 December 2015 |
31 March 2015 |
|---|---|---|
| IRES tax (income taxes) | 889 | 163 |
| IRAP tax | 80 | 0 |
| Tax payables | 969 | 163 |
Current income tax liabilities for IRES and IRAP tax relate to the allocation of taxes on an accruals basis on the income produced in the period.
In relation to the breakdown of revenues from sales by distribution channel, reference is made to the Directors' Report on the performance of operations.
The Group's revenues are mainly realised in Euro. Below is the breakdown of revenues by geographical area:
| (in thousands of Euro) | 31 December 2015 |
31 December 2014 |
|---|---|---|
| Italy | 38,043 | 36,636 |
| Europe | 8,211 | 8,803 |
| Rest of the world | 3,565 | 3,090 |
| Revenues from sales | 49,819 | 48,528 |
In the first nine months ended 31 December 2015, revenues from sales were equal to Euro 49,819 thousand with an increase of 2.7% compared to the corresponding revenues realised in the nine months ended 31 December 2014 (Euro 48,528 thousand).
In the first nine months ended 31 December 2015, other income amounted to Euro 756 thousand (Euro 633 thousand as at 31 December 2014). Other revenues are mainly attributable to the Parent Company and mainly include insurance revenues for Euro 139 thousand.
The change in inventories was positive in the nine months ended 31 December 2015 (Euro 2,567 thousand), whereas it was negative in the nine months ended 31 December 2014 (Euro 87 thousand). This increase is mainly attributable to the early production, which was also related to the increased sales expected in the current financial year.
In the first nine months of the financial year ended 31 December 2015, costs for purchases were equal to Euro 10,911 thousand (Euro 8,164 thousand in the nine months of the financial year ended 31 December 2014). This item essentially includes the cost of materials used for the production of the Company's goods and of consumables.
Below is the breakdown of costs for services:
| (in thousands of Euro) | 31 December 2015 | 31 December 2014 |
|---|---|---|
| External production | 8,113 | 6,532 |
| Advertising and marketing | 3,044 | 2,867 |
| Transport services | 2,935 | 2,908 |
| Business services | 1,879 | 2,018 |
| Administrative services | 886 | 954 |
| General services | 1,046 | 1,088 |
| Services for production | 1,175 | 1,048 |
| Total Costs for services | 19,077 | 17,415 |
| Costs for leases and rentals | 5,010 | 5,232 |
| Costs for services and leases and rentals | 24,088 | 22,647 |
Costs for leases and rentals mainly relate to lease rentals relating to the shops of the Parent Company and of the Group companies that are responsible for the distribution of products, and significantly increased as a result of the new openings of DOS.
Below is reported the breakdown of personnel costs:
| (in thousands of Euro) | 31 December 2015 | 31 December 2014 |
|---|---|---|
| Wages and salaries | 9,305 | 8,877 |
| Social security contributions | 1,802 | 1,657 |
| TFR | 371 | 333 |
| Personnel costs | 11,478 | 10,867 |
In the first nine months of the financial year ended 31 December 2015, personnel costs reported an increase of 5.6%, passing from Euro 10,867 thousand in the first nine months of the financial year ended 31 December 2014 to Euro 11,478 thousand in the first nine months of the financial year ended 31 December 2015. The increase in personnel costs is mainly due to the increase in staff employed by the Parent Company, for the opening of new points of sales and to the increase in the labour cost of the Chinese subsidiary Uni best Leather Goods (Zhongshan) Co. Limited.
The table below reports the exact number by category of employees as at 31 December 2015, 31 March 2015 and at 31 December 2014:
| Category | 31 December 2015 |
31 March 2015 |
31 December 2014 |
|---|---|---|---|
| Executives | 4 | 4 | 5 |
| Office workers | 337 | 298 | 335 |
| Manual workers | 412 | 354 | 402 |
| Total | 753 | 656 | 742 |
The number of employees as at 31 December 2015 increased by 9 units compared to the number of employees recorded as at 31 December 2014, mainly as a result of the increased resources necessary for the production phase.
To supplement the information provided, below is also reported the average number of employees for the nine months ended 31 December 2015 and 31 December 2014:
| Average unit | 31 December 2015 |
31 December 2014 |
|---|---|---|
| Executives | 4 | 5 |
| Office workers | 311 | 329 |
| Manual workers | 399 | 417 |
| Total for the Group | 714 | 751 |
As at 31 December 2015, the Group's amortisation and depreciation and write-downs were equal to Euro 1,845 thousand and Euro 220 thousand, respectively.
Depreciation of property, plant and equipment, equal to Euro 1,339 thousand, relate to the depreciation of the building where the Company operates for Euro 147 thousand, to the depreciation of plant and equipment for Euro 56 thousand, to the depreciation of business equipment and fittings for shops equal to Euro 1,131 thousand and to the depreciation of other assets for Euro 5 thousand.
Amortisation of intangible assets is equal to Euro 506 thousand and mainly relates to the amortization of software equal to Euro 110 thousand, to the amortization for the key money paid for the opening of new shops for Euro 347 thousand and to the amortization of concessions, licenses and trademarks for Euro 43 thousand.
Write-downs, equal to Euro 220 thousand, related to the write-down of some categories of assets (Euro 45 thousand) as a result of the early closure of some shops, whose related performances were not in line with the Management's expectations and to the write-down of trade receivables for Euro 175 thousand.
In the first nine months ended 31 December 2015 other operating costs amounted to Euro 183 thousand (Euro 288 thousand as at 31 December 2014). Other operating costs were mainly attributable to costs for other taxes and other operating charges.
In the first nine months of the financial year ended 31 December 2015, financial income was equal to Euro 905 thousand (Euro 829 thousand as at 31 December 2014) and mainly related to Euro 36 thousand of interest receivable on current accounts mainly held by the Parent Company and to Euro 869 thousand of foreign exchange gains either realised or estimated.
Below is reported the breakdown of financial charges:
| (in thousands of Euro) | 31 December 2015 | 31 December 2014 |
|---|---|---|
| Interest payables on current accounts | 51 | 40 |
| Interest and expenses subject to final payment | 19 | 15 |
| Financial charges on loans | 166 | 514 |
| Lease charges | 21 | 31 |
| Other charges | 35 | 105 |
| Net financial charges on defined-benefit plans | 2 | 6 |
| Foreign exchange losses (both realised and estimated) | 362 | 500 |
| Financial charges | 656 | 1.211 |
Below is reported the breakdown of income tax expenses:
| (in thousands of Euro) | 31 December 2015 | 31 December 2014 |
|---|---|---|
| IRES tax | 1,322 | 1,023 |
| IRAP tax | 237 | 402 |
| Total current taxes | 1,559 | 1,425 |
Current taxes mainly relate to the tax burden calculated on the Parent Company's taxable income, as the majority of the subsidiaries closed the period as at 31 December 2015 with non-significant taxable income.
| (in thousands of Euro) | 31 December 2015 | 31 December 2014 |
|---|---|---|
| Deferred tax liabilities | 34 | (9) |
| Deferred tax assets | 6 | 102 |
| Total deferred tax assets and liabilities | 40 | 93 |
As at 31 December 2015 diluted earnings per share amounted to Euro 0.057 (basic earnings per share amounted to Euro 0.061 as at 31 December 2015); they are calculated on the basis of the consolidated net profit for the period attributable to the Group, equal to Euro 3,067 thousand, divided by the weighted average number of ordinary shares outstanding in the nine months equal to 53,600,000 shares, including potential shares relating to the stock option plan resolved and granted on 31 January 2008.
| 31 December 2015 |
31 December 2014 |
|
|---|---|---|
| Group net profit (in thousands of Euro) | 3,067 | 2,949 |
| Average number of outstanding ordinary shares (in thousands of shares) |
53,600 | 53,600 |
| Diluted earnings per share (in Euro) | 0.057 | 0.054 |
| Group net profit (in thousands of Euro) | 3,067 | 2,949 |
| Average number of outstanding ordinary shares | 50,000 | 50,000 |
| Basic earnings per share (in Euro) | 0.061 | 0.059 |
In order to provide disclosures regarding the economic, financial and equity position by segment (segment reporting), the Group has chosen the distinction by distribution channel as the primary model for presenting segment data. This method of representation reflects how the Group's business is organised and the structure of its internal reporting on the basis of the consideration that risks and rewards are influenced by the distribution channels used by the Group.
The distribution channels selected as those being presented are the following ones:
In fact, the Group distributes its products through two distribution channels:
As shown below, as at 31 December 2015, approximately 37.3% of the Group's consolidated revenues was realised through the direct channel, while 62.7% of consolidated revenues was realised through the indirect channel.
The table below illustrates the segment data of the Piquadro Group broken down by sales channel (DOS and Wholesale), in relation to the nine months ended 31 December 2015 and 31 December 2014, respectively.
Segment economic performance is monitored by the Company's Management up to the "Segment result before amortisation and depreciation".
DOS channel's performance in the first nine months ended 31 December 2015, compared to the results recorded as at 31 December 2014, shows that margins were in line with the same period in the previous year. This result was affected by the following factors:
The performance of the Wholesale channel in the nine months ended 31 December 2015, compared with the results recorded as at 31 December 2014, shows a decrease in margins in percentage terms mainly due to higher indirect costs attributed to the channel.
Segment economic performance is monitored by the Company's Management up to the "Segment result before amortisation and depreciation":
| (in thousands of Euro) |
31 December 2015 | 31 December 2014 | |||
|---|---|---|---|---|---|
| Total for the Group DOS Wholesale (including non allocated items) |
Impact % |
Total for the Group DOS Wholesale (including non allocated items) |
Impact % |
% Change |
| Revenues from sales Segment result before |
18,573 | 31,246 | 49,819 | 100.0% | 17,901 | 30,627 | 48,528 | 100.0% | 2.7% |
|---|---|---|---|---|---|---|---|---|---|
| amortisation, depreciation and write-downs |
1,465 | 4,842 | 6,307 | 12.7% | 1,462 | 5,413 | 6,875 | 14.2% | (8.3%) |
| Amortisation, depreciation and write-downs |
(1,890) | 3.8% | (2,055) | (4.2%) | (8.0%) | ||||
| Financial income and charges |
249 | 0.5% | (382) | (0.8%) | 165.1% | ||||
| Pre-tax result | 4,666 | 9.4% | 4,438 | 9.1% | 5.2% | ||||
| Income taxes | (1,599) | (3.2%) | (1,518) | (3.1%) | 5.4% | ||||
| Profit for the first nine months |
3,067 | 6.2% | 2,920 | 6.0% | 5.0% | ||||
| Result attributable to minority interests |
0 | 0.0% | 0 | 0.0% | 0.0% | ||||
| Group net profit |
3,067 | 6.2% | 2,920 | 6.0% | 5.0% |
As at 31 December 2015, the Group had not executed contractual commitments that would entail significant investments in property, plant and equipment and intangible assets in the 2015/2016 financial year.
Piquadro S.p.A., the Parent Company of the Piquadro Group, operates in the leather goods market and designs, produces and markets articles under its own brand. The subsidiaries mainly carry out activities of distribution of products (Piquadro España SLU, Piquadro Hong Kong Ltd, Piquadro Macau Limitada, Piquadro Deutschland GmbH, Piquadro Trading (Shenzhen) Ltd., Piquadro Taiwan Co. Ltd., Piquadro France Sarl, Piquadro Swiss (SA) and Piquadro UK Limited, Piquadro LLC and Piquadro USA INC), or production (Uni Best Leather Goods Zhongshan Co. Ltd.).
The relations with Group companies are mainly commercial and are regulated at arm's length. There are also financial relations (inter-group loans) between the Parent Company and some subsidiaries, conducted at arm's length.
The Directors report that, in addition to Piquadro Holding S.p.A., Piqubo S.p.A. and Fondazione Famiglia Palmieri, there are no other related parties (pursuant to IAS 24) of the Piquadro Group.
In the first nine months of the 2015/2016 financial year Piqubo S.p.A., the ultimate parent company, charged Piquadro S.p.A. the rent relating to the use of the plant located in Riola di Vergato (Province of Bologna) as a warehouse.
On 29 June 2012, a lease agreement was entered into at arm's length between Piquadro Holding S.p.A. and Piquadro S.p.A., concerning the lease of a property for office purposes located in Milan, Piazza San Babila n. 5, which is used as a show-room of Piquadro S.p.A..
The table below reports the breakdown of the economic and financial relations with these related companies in the first nine months of the 2015/2016 and 2014/2015 financial years:
| Receivables | Payables | |||
|---|---|---|---|---|
| (in thousands of euro) | 31 December 31 March 2015 2015 2015 |
31 December | 31 March 2015 |
|
| Financial relations with Piqubo S.p.A. | 0 | 0 | 0 | 0 |
| Financial relations with Piquadro Holding |
0 | 0 | 0 | 0 |
| S.p.A. | ||||
| Financial relations with Fondazione Famiglia | 0 | 0 | 0 | 0 |
| Palmieri | ||||
| Total Receivables from and Payables to controlling companies |
0 | 0 | 0 | 0 |
The table below reports the breakdown of the economic relations with these related companies in the first nine months of the 2015/2016 and 2014/2015 financial years:
| Revenues | Costs | |||
|---|---|---|---|---|
| (in thousands of euro) | 31 December | 31 December | 31 December | 31 December |
| 2015 | 2014 | 2015 | 2014 | |
| Economic relations with Piqubo S.p.A. (rents) | 0 | 0 | 57 | 47 |
| Economic relations with Piquadro Holding |
0 | 0 | 183 | 183 |
| S.p.A. | ||||
| Economic relations with Fondazione Famiglia |
0 | 0 | 0 | 0 |
| Palmieri | ||||
| Total Receivables from and Payables to controlling companies |
0 | 0 | 240 | 281 |
In the first nine months of the 2015/2016 and 2014/2015 financial years, no economic transactions occurred with the Fondazione Famiglia Palmieri.
The table below reports the fees (including emoluments as Directors and current and deferred remuneration, including in kind, as employees) due to Directors, in relation to the first nine months of the 2015/2016 financial year, for the performance of their duties in the Parent Company and other Group companies, and the fees accrued by any executives with strategic responsibilities (as at 31 December 2015, Directors had not identified executives with strategic responsibilities):
| First and last Name |
Position held |
Period in which the position was held |
Term of Office |
Fees due for the position |
Non monetary benefits |
Bonuses and other incentives |
Other fees |
Total |
|---|---|---|---|---|---|---|---|---|
| Marco Palmieri | Chairman and | 01/04/15- | 2016 | 300 | 5.2 | 0 | 0 | 305.2 |
| CEO | 31/12/15 | |||||||
| Pierpaolo | Managing director | 01/04/15- | 2016 | 150 | 3 | 0 | 0 | 153 |
| Palmieri | 31/12/15 | |||||||
| Marcello Piccioli | Managing director | 01/04/15- | 2016 | 135 | 2.3 | 0 | 3 | 140.3 |
| 31/12/15 | ||||||||
| Roberto Trotta | Managing director | 01/04/15- | 2016 | 0 | 2.3 | 0 | 104 | 106.3 |
| 31/12/15 | ||||||||
| Gianni LorenzoniDirector | 01/04/15- | 2016 | 15 | 0 | 0 | 0 | 15 |
| 630 | 12,8 | 0 | 107 | 749,8 | ||||
|---|---|---|---|---|---|---|---|---|
| 31/12/15 | ||||||||
| Anna Gatti | Director | 01/04/15- | 2016 | 15 | 0 | 0 | 0 | 15 |
| 31/12/15 | ||||||||
| Paola Bonomo | Director | 01/04/15- | 2016 | 15 | 0 | 0 | 0 | 15 |
| 31/12/15 |
In addition to the above, no significant events are reported which occurred at Group level from 1 January 2016 to the date of this Report.
The Manager responsible for the preparation of corporate accounting documents, Roberto Trotta, hereby certifies, pursuant to Article 154-bis, paragraph 2, of the TUF that the accounting information contained in this document corresponds to the documentary findings and to the accounting books and records.
The Manager responsible for the preparation of corporate accounting documents Roberto Trotta
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