AI assistant
PRADA S.p.A. — Interim / Quarterly Report 2017
Sep 8, 2017
50262_rns_2017-09-08_0a91b1a3-6e99-4672-8d4a-388dc626fdb2.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PRADA spa
(Stock Code: 1913)
ANNOUNCEMENT OF THE INTERIM RESULTS FOR THE SIX MONTHS ENDED JULY 31, 2017
- Net sales were Euro 1,442.6 million, -5.7% compared with the six months ended July 31, 2016;
- Royalties were Euro 26.1 million, +4.7% compared with the six months ended July 31, 2016;
- EBIT was Euro 166.8 million, or 11.4% on net revenues;
- Group's net income was Euro 115.7 million, or 7.9% on net revenues;
- Net financial position is standing negative at Euro 223.4 million as at July 31, 2017 after the payment of dividends to the shareholders of PRADA spa for Euro 307.1 million.
Consolidated results for the six months ended July 31, 2017
The Board of Directors (the “Board”) of PRADA S.p.A. (the “Company”, or “PRADA spa”) announces the unaudited Consolidated results of the Company and its subsidiaries (collectively, the “Group”) for the six months ended July 31, 2017, together with the unaudited comparative figures for the same six months period ended July 31, 2016. The following financial information has been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as adopted by the European Union. The Consolidated results of the Group for the year ended January 31, 2017, were audited by Deloitte & Touche S.p.A.
Key financial information
| Key economic figures (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | twelve months ended January 31 2017 (audited) | six months ended July 31 2016 (unaudited) | % change vs July 31 2016 |
|---|---|---|---|---|
| Net revenues | 1,468,636 | 3,184,069 | 1,554,172 | -5.5% |
| EBITDA | 279,553 | 653,448 | 329,991 | -15.3% |
| EBITDA % | 19.1% | 20.5% | 21.2% | - |
| EBIT | 166,837 | 431,181 | 213,701 | -21.9% |
| EBIT % | 11.4% | 13.5% | 13.8% | - |
| Net income of the Group | 115,742 | 278,329 | 141,923 | -18.4% |
| Earnings per share (Euro) | 0.045 | 0.109 | 0.055 | -18.4% |
| Capital expenditure | 105,615 | 251,507 | 108,085 | - |
| Net operating cash flows | 208,156 | 631,850 | 266,728 | -22.0% |
| Average number of employees | 12,094 | 12,326 | 12,228 | -1.1% |
| Key statement of financial position indicators (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) | as at July 31 2016 (unaudited) | change vs January 31 2017 |
| Net operating working capital | 552,685 | 556,351 | 674,446 | (3,666) |
| Net invested capital | 3,022,362 | 3,086,089 | 3,166,777 | (63,727) |
| Net financial position surplus/(deficit) | (223,427) | 18,441 | (251,727) | (241,868) |
| Group’ shareholders’ equity | 2,776,345 | 3,080,502 | 2,894,984 | (304,157) |
Highlights for the six months ended July 31, 2017
The net revenues for the six months ended July 31, 2017 were Euro 1,468.6 million, down by 5.5% compared to the same period of last year. The sales performance for the period had conflicting trends, with some markets recovering and others contracting.
In terms of profitability, the decline in sales volumes was compensated for by a better mix, especially regarding the ratio of full-price sales to discounted sales. The gross margin benefited from this and improved from the same period of the previous year.
With respect to business initiatives, an important e-commerce plan was introduced for all the Group's brands that include an omnichannel growth strategy focusing on gradual expansion of the online sales channel in terms of merchandising and territorial coverage, plus new versions of the websites. Digital initiatives also involved advertising and communications, with the creation of special content and the acquisition of online space and media tools intended to create synergy among the three distribution channels.
Investments were continued in the manufacturing area to boost internal production volumes, thereby ensuring that a greater number of production processes achieve the high standards that have always characterized the output of the Group's production facilities. The investments of the period also targeted the retail network. The plan to bring Miu Miu stores into line with the brand's new look progressed, and special projects for Prada stores were carried out, such as new store layouts and extension of the "resort" concept to seaside stores.
The recent overhauling of processes and cost structure enabled to keep operating expenses consistent with those of the prior reporting period.
EBIT for the six months ended July 31, 2017 was Euro 166.8 million, or 11.4% of net revenues, down from the Euro 213.7 million, or 13.8% of net revenues, of the same period of the previous year.
The Group's net income was Euro 115.7 million, or 7.9% as a percentage of net revenues, whereas it was 9.1% for the same six-month period of 2016.
The net operating working capital at July 31, 2017 is Euro 552.7 million, practically unchanged from January 31, 2017. The net financial indebtedness amounts to Euro 223.4 million, after the dividend payment of Euro 307.1 million and a reduction of Euro 40.6 million resulting from the exchange rates fluctuation.
3
Consolidated statement of Profit or Loss for the six months ended July 31, 2017
| (amounts in thousands of Euro) | Note | six months ended July 31 2017 (unaudited) | % on Net revenues | six months ended July 31 2016 (unaudited) | % on Net revenues |
|---|---|---|---|---|---|
| Net revenues | 3 | 1,468,636 | 100.0% | 1,554,172 | 100.0% |
| Cost of goods sold | (379,995) | -25.9% | (432,231) | -27.8% | |
| Gross margin | 1,088,641 | 74.1% | 1,121,941 | 72.2% | |
| Operating expenses | 4 | (921,804) | -62.7% | (908,240) | -58.4% |
| EBIT | 166,837 | 11.4% | 213,701 | 13.8% | |
| Interest and other financial income/(expenses), net | 5 | (890) | -0.1% | (6,756) | -0.4% |
| Dividends from investments | 357 | 0.0% | 558 | 0.0% | |
| Income before taxes | 166,304 | 11.3% | 207,503 | 13.4% | |
| Taxation | 6 | (50,222) | -3.4% | (62,206) | -4.1% |
| Net income for the period | 116,082 | 7.9% | 145,297 | 9.3% | |
| Net income – Non-controlling interests | 340 | 0.0% | 3,374 | 0.2% | |
| Net income – Group | 115,742 | 7.9% | 141,923 | 9.1% | |
| Depreciation, amortization and impairment | 112,716 | 7.7% | 116,290 | 7.5% | |
| EBITDA | 279,553 | 19.1% | 329,991 | 21.2% | |
| Basic and diluted earnings per share (in Euro per share) | 7 | 0.045 | 0.055 |
Consolidated statement of financial position
| (amounts in thousands of Euro) | Note | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 669,730 | 722,214 | |
| Trade receivables, net | 8 | 266,795 | 285,504 |
| Inventories | 9 | 562,620 | 526,941 |
| Derivative financial instruments – current | 20,416 | 7,045 | |
| Receivables from, and advance payments to, related parties - current | 10 | 9,425 | 14,964 |
| Other current assets | 12 | 215,150 | 253,375 |
| Total current assets | 1,744,136 | 1,810,043 | |
| Non-current assets | |||
| Property, plant and equipment | 11 | 1,490,151 | 1,542,684 |
| Intangible assets | 11 | 915,913 | 921,800 |
| Associated undertakings | 9,311 | 11,775 | |
| Deferred tax assets | 237,478 | 247,266 | |
| Other non-current assets | 13 | 111,925 | 123,361 |
| Derivative financial instruments - non current | 2,620 | - | |
| Total non-current assets | 2,767,398 | 2,846,886 | |
| Total Assets | 4,511,534 | 4,656,929 | |
| Liabilities and Shareholders’ Equity | |||
| Current liabilities | |||
| Bank overdrafts and short-term loans | 359,206 | 151,211 | |
| Payables to related parties - current | 14 | 5,058 | 5,542 |
| Trade payables | 15 | 276,730 | 256,094 |
| Tax payables | 49,737 | 65,467 | |
| Derivative financial instruments - current | 11,320 | 13,634 | |
| Other current liabilities | 16 | 132,451 | 144,827 |
| Total current liabilities | 834,502 | 636,775 | |
| Non-current liabilities | |||
| Long-term financial payables | 529,428 | 547,628 | |
| Post-employment benefits | 60,215 | 67,211 | |
| Provision for risks and charges | 17 | 77,546 | 82,323 |
| Deferred tax liabilities | 34,109 | 31,140 | |
| Other non-current liabilities | 169,436 | 179,072 | |
| Derivative financial instruments non-current | 7,363 | 8,250 | |
| Total non-current liabilities | 878,097 | 915,624 | |
| Total Liabilities | 1,712,599 | 1,552,399 | |
| Share capital | 255,882 | 255,882 | |
| Total other reserves | 2,381,085 | 2,401,500 | |
| Translation reserve | 23,636 | 144,791 | |
| Net income for the period | 115,742 | 278,329 | |
| Equity attributable to owners of Group | 2,776,345 | 3,080,502 | |
| Equity attributable to Non-controlling interests | 22,590 | 24,028 | |
| Total Equity | 2,798,935 | 3,104,530 | |
| Total Liabilities and Total Equity | 4,511,534 | 4,656,929 | |
| Net current assets | 909,634 | 1,173,268 | |
| Total assets less current liabilities | 3,677,032 | 4,020,154 |
5
Statement of changes in consolidated shareholders' equity (amounts in thousands of Euro, except for number of shares)
| (amounts in thousands of Euro) | Number of Shares | Share Capital | Transla-tion Reserve | Share premium reserve | Cash flow hedge reserve | Actuarial Reserve | Fair Value Available for sale Reserve | Other reserves | Total Other Reserves | Net income | Equity attributable to owners of Group | Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-controlling interests | Total Equity | ||||||||||||
| Balance at January 31, 2016 (audited) | 2,558,824,000 | 255,882 | 138,547 | 410,047 | (7,100) | (8,161) | 933 | 1,959,304 | 2,355,023 | 330,888 | 3,080,340 | 17,037 | 3,097,377 |
| Allocation of 2015 net income | - | - | - | - | - | - | - | 330,888 | 330,888 | (330,888) | - | - | - |
| Dividends | - | - | - | - | - | - | - | (281,471) | (281,471) | - | (281,471) | (369) | (281,840) |
| Transactions with non-controlling interests | - | - | - | - | - | - | - | (1,283) | (1,283) | - | (1,283) | (249) | (1,532) |
| Capital injection in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | 109 | 109 |
| Comprehensive income for the six months (recyclable to P&L) | - | - | (27,645) | - | (14,130) | - | (486) | - | (14,616) | 141,923 | 99,662 | 3,538 | 103,200 |
| Comprehensive income for the six months (not recyclable to P&L) | - | - | - | - | - | (2,264) | - | - | (2,264) | - | (2,264) | - | (2,264) |
| Balance at July 31, 2016 (unaudited) | 2,558,824,000 | 255,882 | 110,902 | 410,047 | (21,230) | (10,425) | 447 | 2,007,438 | 2,386,277 | 141,923 | 2,894,984 | 20,066 | 2,915,050 |
| Dividends | - | - | - | - | - | - | - | - | - | - | - | (337) | (337) |
| Share Capital Increase | - | - | - | - | - | - | - | - | - | - | - | 905 | 905 |
| Transactions with non-controlling interests | - | - | - | - | - | - | - | (725) | (725) | - | (725) | 529 | (196) |
| Comprehensive income for the six months (recyclable to P&L) | - | - | 33,889 | - | 13,333 | - | (2,103) | - | 11,230 | 136,406 | 181,525 | 2,863 | 184,388 |
| Comprehensive income for the six months (not recyclable to P&L) | - | - | - | - | - | 4,718 | - | - | 4,718 | - | 4,718 | 2 | 4,720 |
| Balance at January 31, 2017 (audited) | 2,558,824,000 | 255,882 | 144,791 | 410,047 | (7,897) | (5,707) | (1,656) | 2,006,713 | 2,401,500 | 278,329 | 3,080,502 | 24,028 | 3,104,530 |
| Allocation of 2016 net income | - | - | - | - | - | - | - | 278,329 | 278,329 | (278,329) | - | - | - |
| Dividends | - | - | - | - | - | - | - | (307,059) | (307,059) | - | (307,059) | (451) | (307,510) |
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | - | - | - | 335 | 335 |
| Capital injection in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | 89 | 89 |
| Comprehensive income for the six months (recyclable to P&L) | - | - | (121,155) | - | 10,212 | - | (1,903) | 4 | 8,313 | 115,742 | 2,900 | (1,411) | 1,489 |
| Comprehensive income for the six months (not recyclable to P&L) | - | - | - | - | - | 2 | - | - | 2 | - | 2 | - | 2 |
| Balance at July 31, 2017 (unaudited) | 2,558,824,000 | 255,882 | 23,636 | 410,047 | 2,315 | (5,705) | (3,559) | 1,977,987 | 2,381,085 | 115,742 | 2,776,345 | 22,590 | 2,798,935 |
Summarized statement of consolidated cash flows
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | six months ended July 31 2016 (unaudited) |
|---|---|---|
| Net cash flows from operating activities | 208,156 | 266,728 |
| Cash flows generated/(utilized) by investing activities | (104,303) | (114,675) |
| Cash flows generated/(utilized) by financing activities | (107,039) | (156,243) |
| Change in cash and cash equivalents, net of bank overdrafts | (3,186) | (4,190) |
Statement of consolidated comprehensive income
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | twelve months ended January 31 2017 (audited) | six months ended July 31 2016 (unaudited) |
|---|---|---|---|
| Net income for the period – Consolidated | 116,082 | 284,190 | 145,297 |
| A) Items recyclable to P&L: | |||
| Change in Translation reserve | (122,894) | 6,784 | (27,480) |
| Tax impact | - | - | - |
| Change in Translation reserve less tax impact | (122,894) | 6,784 | (27,480) |
| Change in Cash Flow Hedge reserve | 13,477 | (914) | (18,080) |
| Tax impact | (3,265) | 117 | 3,950 |
| Change in Cash Flow Hedge reserve less tax impact | 10,212 | (797) | (14,130) |
| Change in Fair Value reserve | (2,475) | (3,452) | (648) |
| Tax impact | 572 | 863 | 162 |
| Change in Fair Value reserve less tax impact | (1,903) | (2,589) | (486) |
| B) Item not recyclable to P&L: | |||
| Change in Actuarial reserve | - | 3,277 | (2,409) |
| Tax impact | - | (821) | 145 |
| Change in Actuarial reserve less tax impact | - | 2,456 | (2,264) |
| Consolidated comprehensive income for the period | 1,497 | 290,044 | 100,937 |
| Comprehensive income for the period – Non-controlling Interests | (1,411) | 6,403 | 3,538 |
| Comprehensive income for the period – Group | 86 | 283,641 | 97,399 |
8
Notes to the consolidated results for the six months ended July 31, 2017
1. Presentation of Prada Group
PRADA spa (the "Company"), together with its subsidiaries (jointly the "Group"), is listed on the Hong Kong Stock Exchange (HKSE code: 1913). It is one of the world leaders in the luxury goods sector where it operates with the Prada, Miu Miu, Church's and Car Shoe brands in the design, production and distribution of luxury handbags, leather goods, footwear, apparel and accessories. The Group also operates in the eyewear and fragrance industries under specific licensing agreements stipulated with industry leaders, and with the recent acquisition (2014) of Pasticceria Marchesi 1824, it has made its entry into the food industry. Its products are sold in 70 countries worldwide through a network that included 613 Directly Operated Stores (DOS) at July 31, 2017, and a select network of luxury department stores, independent retailers and franchise stores.
The Company is a joint-stock company, registered and domiciled in Italy. Its registered office is in Via Antonio Fogazzaro 28, Milan, Italy.
2. Basis of preparation
The financial information for the six months ended July 31, 2017 included in this Announcement refers to the Group of companies controlled by PRADA spa, holding company of the PRADA Group (the "Group"), and is based on its unaudited Interim condensed consolidated financial statements for the six month period ended July 31, 2017. These results were prepared in accordance with the criteria adopted at January 31, 2017 with the exception of the revised IFRS principles below reported.
IFRS also refer to all the International Accounting Standards ("IAS") and all the interpretations of the International Financial Reporting Interpretation Committee ("IFRIC"), previously named the Standing Interpretations Committee ("SIC").
New standards and amendments issued by the IASB, endorsed by the European Union and applicable to the Prada Group from February 1, 2017.
No new principles have been adopted by the European Union, therefore the IFRS standards adopted in the preparation of this document are the same as those used in the preparation of the Consolidated financial statements as at January 31, 2017.
New standards and amendments issued by the IASB, endorsed by the European Union but not yet applicable to the Prada Group as effective for financial years beginning on January 1, 2018.
| New standards | Effective date for the Prada Group | EU endorsement status |
|---|---|---|
| IFRS 9 Financial Instruments | January 1, 2018 | Endorsed on November 2016 |
| IFRS 15 Revenues from Contracts with Customers | January 1, 2018 | Endorsed on September 2016 |
New Standards, changes and operational guidelines issued by the IASB, not yet endorsed by the European Union at the date of this Interim consolidated financial statements.
| New standards | Effective date for the Prada Group | EU endorsement status |
|---|---|---|
| IFRS 14 Regulatory Deferral Accounts | January 1, 2016 (*) | Not yet endorsed |
| IFRS 16 Leases | January 1, 2019 | Not yet endorsed |
| IFRS 17 Insurance Contracts | January 1, 2021 | Not yet endorsed |
| Amendments to existing standards | Effective date for the Prada Group | EU endorsement status |
| IFRS 10 and IAS 28: Sale or assignment of assets | February 1, 2016 | Not yet endorsed |
| IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses | January 1, 2017 (*) | Not yet endorsed |
| IAS 7 Statement of Cash Flows | January 1, 2017 (*) | Not yet endorsed |
| 2014–2016 Cycle that impacted IFRS 1, IAS 28, IFRS12 | January 1, 2017 (*) | Not yet endorsed |
| Clarification on IFRS 15 Revenues from Contracts with Customers | January 1, 2018 | Not yet endorsed |
| IFRS 2 Share-based Payments | January 1, 2018 | Not yet endorsed |
| IAS 40 Investment Property | January 1, 2018 | Not yet endorsed |
| IFRIC 22 Interpretation on transactions involving an advance in foreign currency | January 1, 2018 | Not yet endorsed |
| IFRIC 23 Interpretation regarding the accounting of income taxes | January 1, 2019 | Not yet endorsed |
(*) Changes issued by the IASB effective from January 1, 2017 (IFRS 14, IAS 12, IFRS 7, Cycle 2014-2016) have not yet terminated the EU approval process on July 31, 2017. However, the Directors consider their impact not material.
At the date of this Consolidated financial statements, the Directors did not finish the necessary analyzes to estimate the impacts of the new standards, changes and operating guidelines not yet applicable to the Prada Group. However, in view of the significance of commercial lease contracts for the Group, it is reasonable to conclude that the impact of "IFRS 16 Leases" will be material.
10
3. Net revenues analysis
Net revenues
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | six months ended July 31 2016 (unaudited) | % change | ||
|---|---|---|---|---|---|
| Net Sales | 1,442,556 | 98.2% | 1,529,267 | 98.4% | -5.7% |
| Royalties | 26,080 | 1.8% | 24,905 | 1.6% | 4.7% |
| Net revenues | 1,468,636 | 100.0% | 1,554,172 | 100.0% | -5.5% |
Net sales analysis
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | six months ended July 31 2016 (unaudited) | % change | ||
|---|---|---|---|---|---|
| Net sales by geographical area | |||||
| Europe | 553,631 | 38.4% | 599,568 | 39.2% | -7.7% |
| Americas | 210,370 | 14.6% | 218,492 | 14.3% | -3.7% |
| Asia Pacific | 462,951 | 32.1% | 461,215 | 30.2% | 0.4% |
| Japan | 164,438 | 11.4% | 191,726 | 12.5% | -14.2% |
| Middle East | 49,208 | 3.4% | 55,702 | 3.6% | -11.7% |
| Other countries | 1,958 | 0.1% | 2,564 | 0.2% | -23.6% |
| Total Net Sales | 1,442,556 | 100.0% | 1,529,267 | 100.0% | -5.7% |
| Net sales by brand | |||||
| --- | --- | --- | --- | --- | --- |
| Prada | 1,176,843 | 81.6% | 1,233,596 | 80.7% | -4.6% |
| Miu Miu | 224,371 | 15.6% | 249,152 | 16.3% | -9.9% |
| Church's | 33,769 | 2.3% | 39,747 | 2.6% | -15.0% |
| Other | 7,573 | 0.5% | 6,772 | 0.4% | 11.8% |
| Total Net Sales | 1,442,556 | 100.0% | 1,529,267 | 100.0% | -5.7% |
| Net sales by product line | |||||
| --- | --- | --- | --- | --- | --- |
| Leather goods | 826,906 | 57.3% | 893,468 | 58.4% | -7.4% |
| Footwear | 310,340 | 21.5% | 343,641 | 22.5% | -9.7% |
| Clothing | 273,766 | 19.0% | 262,395 | 17.2% | 4.3% |
| Other | 31,544 | 2.2% | 29,763 | 1.9% | 6.0% |
| Total Net Sales | 1,442,556 | 100.0% | 1,529,267 | 100.0% | -5.7% |
| Net sales by channel | |||||
| --- | --- | --- | --- | --- | --- |
| Net Sales of Directly Operated Stores (DOS) | 1,177,059 | 81.6% | 1,276,587 | 84.0% | -7.8% |
| Net Sales to independent customers and franchisees | 265,497 | 18.4% | 252,680 | 16.0% | 5.1% |
| Total Net Sales | 1,442,556 | 100.0% | 1,529,267 | 100.0% | -5.7% |
Number of stores
| as at July 31 2017 | as at January 31 2017 | as at July 31 2016 | ||||
|---|---|---|---|---|---|---|
| DOS | franchises | DOS | franchises | DOS | franchises | |
| Prada | 385 | 25 | 387 | 25 | 388 | 23 |
| Miu Miu | 165 | 9 | 171 | 9 | 173 | 8 |
| Church's | 55 | - | 54 | - | 54 | - |
| Car Shoe | 5 | - | 5 | - | 5 | - |
| Marchesi | 3 | - | 3 | - | 2 | - |
| Total | 613 | 34 | 620 | 34 | 622 | 31 |
| as at July 31 2017 | as at January 31 2017 | as at July 31 2016 | ||||
| DOS | franchises | DOS | franchises | DOS | franchises | |
| Europe | 219 | 4 | 220 | 4 | 224 | 4 |
| Americas | 112 | - | 113 | - | 115 | - |
| Asia Pacific | 181 | 25 | 187 | 25 | 184 | 22 |
| Japan | 79 | - | 78 | - | 77 | - |
| Middle East and Africa | 22 | 5 | 22 | 5 | 22 | 5 |
| Total | 613 | 34 | 620 | 34 | 622 | 31 |
- Operating expenses
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | % on net revenues | six months ended July 31 2016 (unaudited) | % on net revenues |
|---|---|---|---|---|
| Product design and development costs | 66,786 | 4.5% | 63,703 | 4.1% |
| Advertising and promotion expenses | 82,587 | 5.6% | 75,984 | 4.9% |
| Selling expenses | 679,606 | 46.3% | 678,158 | 43.6% |
| General and administrative costs | 92,825 | 6.3% | 90,395 | 5.8% |
| Total | 921,804 | 62.7% | 908,240 | 58.4% |
The detail of the operating expenses was restated compared to the 2016 Interim Report so as to provide a better representation of the results of the revision of short-term incentives to employees.
- Interest and other financial income/(expenses), net
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | six months ended July 31 2016 (unaudited) |
|---|---|---|
| Interest expenses on borrowings | (7,157) | (7,722) |
| Interest expenses IAS 19 | - | (89) |
| Interest income | 2,882 | 2,008 |
| Exchange gains / (losses) – realized | (2,372) | 2,943 |
| Exchange gains/ (losses) – unrealized | 6,638 | (2,615) |
| Other financial income / (expenses) | (881) | (1,281) |
| Total | (890) | (6,756) |
12
6. Taxation
| (amounts in thousands of Euro) | six months ended July 31 2017 (unaudited) | six months ended July 31 2016 (unaudited) |
|---|---|---|
| Current taxation | 52,771 | 49,047 |
| Deferred taxation | (2,549) | 13,159 |
| Income taxes | 50,222 | 62,206 |
7. Earnings and dividends per share, basic and diluted
Earnings per share
Earnings per share are calculated by dividing the net income of the period attributable to Group’s shareholders by the weighted average number of ordinary shares in issue.
| six months ended July 31 2017 (unaudited) | six months ended July 31 2016 (unaudited) | |
|---|---|---|
| Group net income in Euro | 115,741,559 | 141,923,268 |
| Weighted average number of ordinary shares in issue | 2,558,824,000 | 2,558,824,000 |
| Basic and Diluted earnings per share in Euro, calculated on weighted average number of shares | 0.045 | 0.055 |
Dividend per share
During the six months ended July 31, 2017, the Company distributed dividends of Euro 307,058,880, as approved by the Shareholders’ Meeting held on May 31, 2017, to approve the financial statements for the year ended January 31, 2017.
The payment of the dividends and the related Italian withholding tax liability, arising from the application of the Italian ordinary withholding tax rate to the whole amount of dividends paid to beneficial owners of the Company shares held through the Hong Kong Central Clearing and Settlement System, was completed by July 31, 2017.
8. Trade receivables, net
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Trade receivables – third parties | 255,210 | 268,223 |
| Allowance for bad and doubtful debts | (6,483) | (6,654) |
| Trade receivables – related parties | 18,068 | 23,935 |
| Total | 266,795 | 285,504 |
The trade receivables fell by Euro 18.7 million due to exchange differences and differences occurred in the timing of collection of some receivable.
Movements of the allowance for doubtful debts during the period were as follows:
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Opening balance | 6,654 | 6,546 |
| Exchange differences | (182) | (78) |
| Increases | 390 | 578 |
| Reversals | (23) | (202) |
| Utilization | (356) | (190) |
| Closing balance | 6,483 | 6,654 |
The following table contains a summary of total receivables by due date before the allowance for doubtful debts:
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | Not overdue | Overdue (days) | ||||
|---|---|---|---|---|---|---|---|
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | ≥ 121 | |||
| Trade receivables | 273,278 | 238,441 | 10,712 | 6,823 | 4,436 | 1,544 | 11,322 |
| Total | 273,278 | 238,441 | 10,712 | 6,823 | 4,436 | 1,544 | 11,322 |
| (amounts in thousands of Euro) | as at January 31 2017 (audited) | Not overdue | Overdue (days) | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | ≥ 121 | |||
| Trade receivables | 292,158 | 226,210 | 22,631 | 16,259 | 5,766 | 3,193 | 18,099 |
| Total | 292,158 | 226,210 | 22,631 | 16,259 | 5,766 | 3,193 | 18,099 |
The following table contains a summary of trade receivables by due date after the allowance for doubtful debts:
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | Not overdue | Overdue (days) | ||||
|---|---|---|---|---|---|---|---|
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | ≥ 121 | |||
| Trade receivables less allowance for doubtful accounts | 266,795 | 238,322 | 10,712 | 6,823 | 4,436 | 1,544 | 4,958 |
| Total | 266,795 | 238,322 | 10,712 | 6,823 | 4,436 | 1,544 | 4,958 |
| (amounts in thousands of Euro) | as at January 31 2017 (audited) | Not overdue | Overdue (days) | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | ≥ 121 | |||
| Trade receivables less allowance for doubtful accounts | 285,504 | 225,905 | 22,613 | 16,259 | 5,766 | 3,193 | 11,768 |
| Total | 285,504 | 225,905 | 22,613 | 16,259 | 5,766 | 3,193 | 11,768 |
9. Inventories, net
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Raw materials | 107,613 | 103,679 |
| Work in progress | 36,853 | 26,368 |
| Finished products | 465,370 | 444,049 |
| Allowance for obsolete and slow moving inventories | (47,216) | (47,155) |
| Total | 562,620 | 526,941 |
The inventory increased from Euro 526.9 million to Euro 562.6 million. The difference of Euro 35.7 million consisted of Euro 21.3 million of finished products and Euro 14.4 million of raw materials and work in progress. The increase coincides with a retail restocking phase.
Movements on the allowance for obsolete and slow moving inventories are analyzed as follows:
| (amounts in thousands of Euro) | Raw materials | Finished products | Total |
|---|---|---|---|
| Balance at January 31, 2017 (audited) | 25,676 | 21,479 | 47,155 |
| Exchange differences | - | (73) | (73) |
| Increases | - | 261 | 261 |
| Utilization | - | (127) | (127) |
| Balance at July 31, 2017 (unaudited) | 25,676 | 21,540 | 47,216 |
15
10. Receivables from, and advance payments to, related parties - current
Receivables from, and advance payments to, related parties current are detailed as follows:
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Prepaid sponsorship | 3,259 | 8,741 |
| Other receivables and advances | 6,166 | 6,223 |
| Receivables from and advances to related parties - current | 9,425 | 14,964 |
11. Capital expenditure
Changes in the net book value of Property, plant and equipment in the period ended July 31, 2017, are as follows:
| (amounts in thousands of Euro) | Land and buildings | Production plant and machinery | Leasehold improvements | Furniture & fittings | Other tangibles | Assets under construction | Total net carrying amount |
|---|---|---|---|---|---|---|---|
| Balance at January 31, 2017 (audited) | 656,524 | 36,987 | 507,871 | 182,844 | 82,668 | 75,790 | 1,542,684 |
| Additions | 3,465 | 4,446 | 22,872 | 8,394 | 2,034 | 50,390 | 91,602 |
| Depreciation | (8,128) | (3,893) | (57,708) | (17,468) | (5,285) | - | (92,482) |
| Disposals | (8) | (471) | (155) | (202) | (5) | - | (841) |
| Exchange differences | (9,194) | (47) | (25,668) | (7,594) | (571) | (2,177) | (45,251) |
| Other movements | 13 | 323 | 22,678 | 2,702 | 117 | (27,011) | (1,178) |
| Impairment | - | - | (2,570) | (1,721) | (80) | (11) | (4,382) |
| Balance at July 31, 2017 (unaudited) | 642,672 | 37,345 | 467,320 | 166,955 | 78,878 | 96,981 | 1,490,151 |
Changes in the net book value of Intangible assets in the period ended July 31, 2017, are as follows:
| (amounts in thousands of Euro) | Trade- marks | Goodwill | Store Lease Acquisitions | Software | Development costs and other intangibles | Assets in progress | Total net carrying amount |
|---|---|---|---|---|---|---|---|
| Balance at January 31, 2017 (audited) | 248,444 | 518,597 | 88,986 | 25,099 | 12,907 | 27,767 | 921,800 |
| Additions | 1,156 | - | - | 3,793 | 418 | 8,644 | 14,011 |
| Amortization | (5,519) | - | (5,211) | (3,718) | (1,403) | - | (15,851) |
| Disposals | - | - | - | - | - | - | - |
| Exchange differences | (1,656) | (328) | (2,089) | (15) | (1) | (22) | (4,111) |
| Other movements | - | - | 1 | 4,687 | 9 | (4,633) | 64 |
| Balance at July 31, 2017 (unaudited) | 242,425 | 518,269 | 81,687 | 29,846 | 11,930 | 31,756 | 915,913 |
12. Other current assets
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| VAT | 44,183 | 48,582 |
| Income tax and other tax receivables | 74,082 | 117,244 |
| Other assets | 23,887 | 27,218 |
| Prepayments | 65,682 | 55,676 |
| Deposits | 7,316 | 4,655 |
| Total | 215,150 | 253,375 |
13. Other non-current assets
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Guarantee deposits | 68,986 | 77,007 |
| Deferred rental income | 14,098 | 16,807 |
| Pension fund surplus | 9,854 | 10,233 |
| Other long-term assets | 18,987 | 19,314 |
| Total | 111,925 | 123,361 |
17
14. Payables to related parties - current
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Financial payables | 4,524 | 4,934 |
| Other payables | 534 | 608 |
| Payables to related parties - current | 5,058 | 5,542 |
The financial payables due to related parties regard two interest-free loans granted by the non-controlling shareholders of the Group's subsidiaries in the Middle East.
15. Trade payables
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Trade payables – third parties | 266,962 | 241,901 |
| Trade payables – related parties | 9,768 | 14,193 |
| Total | 276,730 | 256,094 |
The following table contains a summary of trade payables by due date:
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | Not overdue | Overdue (days) | ||||
|---|---|---|---|---|---|---|---|
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | ≥ 121 | |||
| Trade payables | 276,730 | 251,090 | 13,618 | 3,315 | 1,064 | 734 | 6,909 |
| Total | 276,730 | 251,090 | 13,618 | 3,315 | 1,064 | 734 | 6,909 |
| (amounts in thousands of Euro) | as at January 31 2017 (audited) | Not overdue | Overdue (days) | ||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | ≥ 121 | |||
| Trade payables | 256,094 | 221,125 | 15,884 | 4,670 | 2,955 | 582 | 10,878 |
| Total | 256,094 | 221,125 | 15,884 | 4,670 | 2,955 | 582 | 10,878 |
16. Other current liabilities
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Payables for capital expenditure | 46,557 | 56,639 |
| Accrued expenses and deferred income | 20,386 | 18,636 |
| Other payables | 65,508 | 69,552 |
| Total | 132,451 | 144,827 |
17. Provisions for risks and charges
Movements in provisions for risks and charges are summarized as follows:
| (amounts in thousands of Euro) | Provision for litigation | Provision for tax disputes | Other Provisions | Total |
|---|---|---|---|---|
| Balance at January 31, 2017 (audited) | 1,788 | 24,905 | 55,630 | 82,323 |
| Exchange differences | (43) | (96) | (3,462) | (3,601) |
| Reversals | (351) | (51) | (73) | (475) |
| Utilized | (2) | - | (2,665) | (2,667) |
| Increases | 152 | 20 | 1,794 | 1,966 |
| Balance at July 31, 2017 (unaudited) | 1,544 | 24,778 | 51,224 | 77,546 |
Provisions represent the Directors' best estimate of maximum contingent liabilities at the reporting date. In the Directors' opinion and based on the information available to them as supported by the opinions of independent experts, the total amount provided for risks and charges is reasonable considering the liabilities that might arise. During the six months ended July 31, 2017, there were no significant developments regarding litigation ongoing at January 31, 2017. Moreover, no new contingencies requiring significant adjustment to the provisions for risks and charges reported at July 31, 2017, emerged.
19
Management Discussion and Analysis for the six months ended July 31, 2017 (unaudited)
Distribution channels
Retail sales for the six months ended July 31, 2017 were Euro 1,177.1 million, down by 7.8% from the same period of 2016 (-8% at constant exchange rates). Thirteen stores were closed down in the six-month period (4 Prada, 8 Miu Miu and 1 Church's) and six new stores were opened (2 Prada, 2 Miu Miu and 2 Church's).
Sales in the wholesale channel grew by 5.1% compared to the same period of the prior year (+4.5% at constant exchange rates), mainly as a result of higher sales to franchisees and primary selected online retailers ("e-tailers").
Markets
The Asia Pacific market reported growth of 0.4% (-0.6% at constant exchange rates). The Greater China region generated net sales of Euro 301.9 million, up by 4.5% at current exchange rates and by 5.2% at constant exchange rates, whereas other countries in the region experienced declines. Overall in the region, sales increased for clothing and leather goods, whereas footwear sales decreased.
Net sales in Europe fell by 7.7% at current exchange rates compared with the same six-month period of the prior year (-6.6% at constant exchange rates). The stronger Euro at the end of the period adversely affected tourist spending. Clothing sales increased, whereas footwear and leather good sales declined.
Net sales in the American market fell by 3.7% at current exchange rates (-5.8% at constant exchange rates). The product trends in this market were similar to those reported for the European market.
Sales in Japan fell by 14.2% compared with the same period of last year (same decrease at constant exchange rates). The sales in this region were influenced by a decline primarily in local demand, but also in tourist spending.
Net sales in the Middle East region, which suffered from a geopolitical context unfavorable to tourism flows, fell by 11.7% at current exchange rates (-13.1% at constant exchange rates).
Products
Sales of the clothing division rose by 4.3% overall (+4.1% at constant exchange rates), whereas the Miu Miu brand had double-digit sales growth compared with the same six months of the prior year.
Sales of the leather goods division fell by 7.4% overall at current exchange rates (-7.9% at constant exchange rates), with less decline for the Prada brand.
Footwear sales fell by 9.7% at current exchange rates (-9.5% at constant exchange rates), with a trend similar to that of leather goods.
20
Brands
The net sales of the Prada brand fell by 4.6% at current exchange rates (-5% at constant exchange rates). The Asia Pacific region reported sales in line with those of the same period of last year, whereas the other regions had lower sales.
Miu Miu net sales fell by 9.9% at current exchange rates (-10.2% at constant exchange rates). The decrease was affected by the closing down of 8 stores during the period.
Net sales of the Church's brand fell by 15% mainly as a result of the recent restructuring of the distribution channel. The contraction was concentrated in the European market.
The "other" brand category consists of sales of Marchesi 1824 brand patisserie goods, whose growth is benefiting from the recent expansion plan, and of the Car Shoe brand, which presented a decline for the six-month period.
Royalties
In the six months ended July 31, 2017, licensing agreements generated royalty income of Euro 26.1 million, up by 4.7% from the same six-month period of 2016. The increase was attributable largely to the success of the new Prada fragrances.
Operating results
The gross margin for the six months ended July 31, 2017 was Euro 1,088.6 million, or 74.1% of net sales, up by 190 basis points from the same period of the previous year. The profit margin improved as a result of a better sales mix, in terms of the ratio of full-price sales to discounted sales, and the effect of exchange rates.
The increase in operating expenses, net of exchange differences of Euro 3.7 million, was attributable primarily to an increase in advertising and communication activities, particularly with digital technology, and a higher cost of labor regarding the aforementioned revision in 2016 of short-term incentives. All other expense items were in line with those of 2016, a year in which the Group carried out an important cost reduction program.
EBITDA for the six months ended July 31, 2017 was Euro 279.6 million, corresponding to 19.1% of net revenues, a dilution of 210 basis points compared with the same period of last year.
EBIT for the six months ended July 31, 2017 was Euro 166.8 million, or 11.4% of net revenues, compared with Euro 213.7 million, or 13.8% of net revenues, for the same period of last year.
Finance costs benefited from a stronger Euro near the end of the period, which resulted in the recognition of positive exchange differences on financial items. The cost of bank debt, effectively eliminated by such benefit, was nevertheless lower than that of the comparative period due to less average bank debt and lower interest rates.
The effective tax rate of 30% is in line with the same period of last year. The benefit deriving from a lower Italian income tax rate was offset by the less advantageous geographical sources of income.
The Group's net income for the six months amounted to Euro 115.7 million, or 7.9% of net revenues.
Net invested capital
The following table contains the statement of financial position, as reclassified in order to provide a better picture of the composition of Net Invested Capital.
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Non-current assets (excluding deferred tax assets) | 2,529,920 | 2,599,620 |
| Trade receivables, net | 266,795 | 285,504 |
| Inventories, net | 562,620 | 526,941 |
| Trade payables | (276,730) | (256,094) |
| Net operating working capital | 552,685 | 556,351 |
| Other current assets (excluding items of financial position) | 244,992 | 275,384 |
| Other current liabilities (excluding items of financial position) | (194,043) | (224,536) |
| Other current assets/(liabilities), net | 50,948 | 50,848 |
| Provision for risks | (77,546) | (82,323) |
| Post-employment benefits | (60,215) | (67,211) |
| Other long-term liabilities | (176,799) | (187,322) |
| Deferred taxation, net | 203,369 | 216,126 |
| Other non-current assets/(liabilities) | (111,191) | (120,730) |
| Net invested capital | 3,022,362 | 3,086,089 |
| Shareholder's equity – Group | (2,776,345) | (3,080,502) |
| Shareholder's equity – Non-controlling interests | (22,590) | (24,028) |
| Total Consolidated shareholders' equity | (2,798,935) | (3,104,530) |
| Long-term financial payables | (529,428) | (547,628) |
| Short-term financial, net surplus/(deficit) | 306,001 | 566,069 |
| Net financial position surplus/(deficit) | (223,427) | 18,441 |
| Shareholders' equity and net financial position | (3,022,362) | (3,086,089) |
| Net Debt to Consolidated equity ratio | 7.0% | n/a |
At July 31, 2017, the consolidated asset and financial structure was based on net invested capital of Euro 3,022.4 million, financed by net debt of Euro 223.4 million and Group equity of Euro 2,776.4 million.
The Euro 69.7 million decrease in non-current assets, consisting primarily of tangible and intangible assets, was due mainly to the Euro 112.7 million depreciation of the period and exchange differences of Euro 49.4 million, net of capital expenditures of Euro 105.6 million. The expenditures included Euro 63.6 million targeted to the retail network to finance numerous projects to renovate store layout in order to further enhance the customer experience. Other capital expenditures totaling Euro 42 million were allotted to the production and logistics structure and to information technology, specifically to implement the omnichannel marketing strategy.
The net operating working capital at July 31, 2017 is Euro 552.7 million, practically unchanged from January 31, 2017:
- trade receivables fell by Euro 18.7 million due to exchange differences and differences occurred in the timing of collection of some receivable;
- inventory rose by Euro 35.7 million, consisting of Euro 21.3 million for finished products and Euro 14.4 million for raw materials and work in progress. The increase coincides with a retail restocking phase;
- trade payables rose by Euro 20.6 million, consistently with the dynamics of the production cycle.
The other current assets (net) are practically unchanged from January 31, 2017 because the Euro 30 million decrease in tax credits was offset by the closing of derivative contracts, a decrease in investment debts and a decrease in payables due to employees.
The other non-current liabilities (net) fell by Euro 9.5 million, mainly as a result of reduced risk provisions and long-term rent and deferred benefit liabilities.
During the six-month period the Group paid Euro 307.1 million in dividends to PRADA spa shareholders. The Group's equity was further reduced by Euro 121.1 million as a result of the weakening of the major foreign currencies against the Euro.
Net financial position surplus/(deficit)
| (amounts in thousands of Euro) | as at July 31 2017 (unaudited) | as at January 31 2017 (audited) |
|---|---|---|
| Bonds | (130,000) | (130,000) |
| Bank borrowing – non-current | (399,428) | (417,628) |
| Total financial payables – non-current | (529,428) | (547,628) |
| Financial payables and bank overdrafts - current | (359,206) | (151,211) |
| Payables to parent company and related parties | (4,524) | (4,934) |
| Total financial payables – current | (363,729) | (156,145) |
| Total financial payables | (893,157) | (703,773) |
| Cash and cash equivalents | 669,730 | 722,214 |
| Total financial receivables and cash and cash equivalents - current | 669,730 | 722,214 |
| Total financial receivables and cash and cash equivalents | 669,730 | 722,214 |
| Net financial surplus/(deficit), total | (223,427) | 18,441 |
| Net financial surplus/(deficit) excluding related party balances | (218,904) | 23,375 |
| NFP/EBITDA ratio | 0.37 | n/a |
The cash flow generated by operating activities in the six-month period (Euro 208.2 million) enabled to finance the capital expenditures of the period (Euro 105.6 million) and to contribute to the payment of dividends to PRADA spa shareholders (Euro 307.1 million); the remaining portion of the dividends was paid through the use of credit lines. The financial position, net of the aforementioned cash flows, was further reduced by Euro 40.6 million on account of depreciation of the major currencies against the Euro.
In order to benefit from favorable financial market conditions, during the period PRADA spa stipulated a new long-term loan of Euro 200 million with IntesaSanpaolo spa, which is still unused as of July 31, 2017. The total amount of undrawn credit lines at July 31, 2017 is Euro 639 million.
Events after the reporting date
Nothing to mention.
Outlook
The complex task of restructuring all operating processes, which is aimed at providing the Group with the tools needed to access an increasingly competitive market, is progressing well; however, more remains to be done.
Having one of the most recognized and most respected international brands, with undisputed leadership in design and innovation, means the Group has to make choices in the pursuit of growth that privilege the preservation of the cultural and stylistic fundamentals that the brand identity is based on.
The positive trends in Ready-to-Wear, which has been growing over many seasons, are confirmed as well as in the new products in the Leather goods segment, which have had an excellent reception in all markets. The Group remains committed to creating a balanced offer in terms of price ranges.
The extensive overhaul of Prada Group's cost structure creates operating leverage that will allow the Group profits to benefit rapidly from revenue growth. In the meantime, control over investments and net working capital will continue to protect cash generation.
The Group is confident that its action plan is the best way to return to steady growth in revenues and margins, albeit aware that benefits may take longer than expected. The Group's cash flow and balance sheet remain solid, allowing to focus on value creation for shareholders over a broad time horizon.
23
24
Corporate Governance practices
The Company is committed to maintaining a high standard of corporate governance practices as part of its commitment to effective corporate governance. The corporate governance model adopted by the Company consists of a set of rules and standards aimed toward establishing efficient and transparent operations within the Group, to protect the rights of the Company's shareholders and to enhance shareholder value. The corporate governance model adopted by the Company is in compliance with the applicable regulations in Italy, as well as the principles of the Corporate Governance Code (the "Code") contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
Corporate governance practices adopted by the Company during the six months ended July 31, 2017 (the "Reviewed Period"), are in line with those practices set out in the Company's 2016 Annual Report and the Code.
Compliance with the Code
The Board has reviewed the Company's corporate governance practices and is satisfied that the Company's corporate governance practices have complied with the code provisions set out in the Code throughout the Reviewed Period.
The Board
The Board of Directors of the Company (the "Board") is responsible for setting up the overall strategy as well as reviewing the operation and financial performance of the Company and the Group.
The Board has established the following committees with written terms of reference, which are of no less exacting terms than those set out in the Code:
- Audit Committee
- Remuneration Committee
- Nomination Committee
Audit Committee
The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules where at least one member possesses appropriate professional qualifications in accounting or related financial management expertise to discharge the responsibility of the Audit Committee. The membership of the Audit Committee consists of three independent non-executive directors, namely, Mr. Gian Franco Oliviero Mattei (Chairman), Mr. Giancarlo Forestieri and Mr. Sing Cheong Liu. The primary duties of the Audit Committee are to assist the Board in providing an independent view of the effectiveness of the Company's financial reporting process and its internal control and risk management systems, to oversee the external and internal audit processes and the implementation of the Company's risk management functions and to perform other duties and responsibilities as are assigned to
the Audit Committee by the Board. During the Reviewed Period, the Audit Committee held four meetings on March 1, 2017, April 6, 2017, April 12, 2017 and June 29, 2017, with an attendance rate of 92%, mainly to review with the senior management, the Group's internal and external auditors and the board of statutory auditors, significant internal and external audit findings and financial matters, as required under the Committee's terms of reference, and to make relevant recommendations to the Board. The Audit Committee's review covered the audit plan for the year 2017, the findings of the internal auditors, internal controls, risk assessment, annual review of the Group's continuing connected transactions for 2016, tax and legal updates (including litigations) and the financial reporting matters (including the annual results for the year 2016, before recommending them to the Board for approval).
The Audit Committee also held a meeting on September 5, 2017 to update on internal audit and risk management activities (attendance rate of 100%) and held a meeting on September 8, 2017 (attendance rate of 67%) to review the interim results for the period ended July 31, 2017, before recommending them to the Board for approval.
Remuneration Committee
The Company has established a Remuneration Committee in compliance with the Code. In compliance with Listing Rule 3.25, the Remuneration Committee is chaired by an independent non-executive director and comprises of a majority of independent non-executive directors. The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company's policy and structure for the remuneration package of directors and senior management and the establishment of a formal and transparent procedure for developing policies on such remuneration. The recommendations of the Remuneration Committee are then put forward to the Board for consideration and, where appropriate, adoption. The Remuneration Committee consists of two independent non-executive directors, Mr. Gian Franco Oliviero Mattei (Chairman) and Mr. Giancarlo Forestieri, and one executive director, Mr. Carlo Mazzi. During the Reviewed Period, the Remuneration Committee held two meetings on April 11, 2017 and June 29, 2017, with an attendance rate of 100% to review and recommend certain updates to the long term incentive plan for executives and Directors and to review the management by objectives plan for the Company's executives.
Nomination Committee
The Company has established a Nomination Committee in compliance with the Code. The primary duties of the Nomination Committee are to determine the policy for the nomination of directors and to make recommendations to the Board on the structure, size and composition of the Board itself, on the selection of new Directors and on the succession plans for Directors. The Nomination Committee also assesses the independence of independent non-executive directors. The recommendations of the Nomination Committee are then put forward to the Board for consideration and, where appropriate,
25
adoption. The Nomination Committee consists of two independent non-executive directors, Mr. Gian Franco Oliviero Mattei (Chairman) and Mr. Sing Cheong Liu, and one executive director, Mr. Carlo Mazzi. During the Reviewed Period, the Nomination Committee held one meeting on April 11, 2017, with an attendance rate of 100% to perform the annual review of the independence of independent non-executive directors.
Supervisory Body
In compliance with the Italian Legislative Decree 231 of June 8, 2001 (the "Decree"), the Company has established a supervisory body whose primary duty is to ensure the functioning, effectiveness and enforcement of the Company's Model of Organization, adopted by the Company pursuant to the Decree. The supervisory body consists of three members appointed by the Board selected among qualified and experienced individuals, including independent non-executive directors, qualified auditors, executives or external individuals. The supervisory body consists of Mr. David Terracina (Chairman), Mr. Gian Franco Oliviero Mattei and Mr. Paolo De Paoli.
Board of Statutory Auditors
Under Italian law, the Company is required to have a board of statutory auditors, appointed by the shareholders for a term of three financial years, with the authority to supervise the Company on its compliance with the applicable law, regulations and the By-laws, as well as on its compliance with the principles of proper management and, in particular, on the adequacy of the organizational, administrative and accounting structure adopted by the Company and its functioning.
The board of statutory auditors of the Company consists of Mr. Antonino Parisi (Chairman), Mr. Roberto Spada and Mr. David Terracina. The alternate statutory auditors are Ms. Stefania Bettoni and Mr. Cristiano Proserpio. During the Reviewed Period, the board of statutory auditors attended two Board meetings of the Company on April 12, 2017 and June 29, 2017. They also attended the Board meeting of the Company on September 8, 2017.
Dividends
The Company may distribute dividends subject to the approval of the shareholders in a general shareholders' meeting.
No dividends have been declared or paid by the Company in respect of the Reviewed Period.
On April 12, 2017, the Board of the Company recommended the payment of a final dividend for the financial year 2016 of Euro/cents 12 per share in the capital of the Company, representing a total dividend of Euro 307,058,880. The Shareholders approved the distribution and payment of this dividend at the shareholders' general meeting of the Company held on May 31, 2017. The dividend was paid on June 20, 2017.
26
27
Directors' Securities Transactions
The Company has adopted written procedures governing Directors' securities transactions on terms no less exacting than the standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules (the "Model Code"). Specific written confirmations have been obtained from each Director to confirm his/her compliance with the required standard set out in the Model Code and the Company's relevant procedures regarding directors' securities transactions for the Reviewed Period. There was no incident of non-compliance during the Reviewed Period.
The Company has also adopted written procedures governing securities transactions carried out by relevant employees who are likely to be in possession of inside information in relation to the Company and its securities. The terms of these procedures are no less exacting than the standard set out in the Model Code.
Purchase, Sale, or Redemption of the Company's Listed Securities
Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the Reviewed Period.
Publication of Interim Results Announcement and Interim Report
The interim results announcement of the Company is published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.pradagroup.com. The interim report will be available on the same websites and dispatched to the shareholders of the Company in due course.
By Order of the Board
PRADA S.p.A.
Mr. Carlo Mazzi
Chairman
Milan (Italy), September 8, 2017
As at the date of this announcement, the Company's executive directors are Mr. Carlo MAZZI, Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI and Ms. Alessandra COZZANI; the Company's non-executive directors are Mr. Stefano SIMONTACCHI and Mr. Maurizio CEREDA and the Company's independent non-executive directors are Mr. Gian Franco Oliviero MATTEI, Mr. Giancarlo FORESTIERI and Mr. Sing Cheong LIU.