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PRADA S.p.A. — Interim / Quarterly Report 2018
Sep 24, 2018
50262_rns_2018-09-24_869fddcd-16a6-4154-9f6a-d96f098aa347.pdf
Interim / Quarterly Report
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Interim Financial Report 2018
PRADA spa
(Hong Kong Stock code: 1913)
الخارجية. وقدْ كان من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من الممكن أن يكون من
Interim Financial Report 2018
الخارجية، ومن ثم فإننا ننسب إلى وجود هذه الخسائر التي لا يمكن أن تكون في حالة وجودها، فبعضنا لا يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها، بل يمكن أن يكون في حالة وجودها،
Index
The PRADA Group 3
Financial Review 9
Corporate Governance 20
Interim condensed Consolidated Financial Statements 28
Notes to the Interim condensed Consolidated Financial Statements 41

Patrizio Bertelli

Miuccia Prada
PRADA Group
Interim Financial Report 2018
The PRADA Group
PRADA Group
Interim Financial Report 2018 - The PRADA Group
PRADA Spa Corporate Information
Registered Office
Via A. Fogazzaro, 28
20135 Milan, Italy
Head Office
Via A. Fogazzaro, 28
20135 Milan, Italy
Place of business in Hong Kong registered under Part 16 of the Hong Kong Companies Ordinance
36/F, Gloucester Tower
The Landmark, 11 Pedder Street
Central, Hong Kong
Company web site
www.pradagroup.com
Hong Kong Stock Exchange Identification Number
1913
Board of Directors
Carlo Mazzi
(Chairman & Executive Director)
Miuccia Prada Bianchi
(Chief Executive Officer & Executive Director)
Patrizio Bertelli
(Chief Executive Officer & Executive Director)
Alessandra Cozzani
(Chief Financial Officer & Executive Director)
Stefano Simontacchi
(Non-Executive Director)
Maurizio Cereda
(Independent Non-Executive Director)
Gian Franco Oliviero Mattei
(Independent Non-Executive Director)
Giancarlo Forestieri
(Independent Non-Executive Director)
Sing Cheong Liu
(Independent Non-Executive Director)
Audit Committee
Gian Franco Oliviero Mattei (Chairman)
Giancarlo Forestieri
Maurizio Cereda
Remuneration Committee
Maurizio Cereda (Chairman)
Carlo Mazzi
Gian Franco Oliviero Mattei
Nomination Committee
Gian Franco Oliviero Mattei (Chairman)
Carlo Mazzi
Sing Cheong Liu
Board of Statutory Auditors
Antonino Parisi (Chairman)
Roberto Spada (Standing member)
David Terracina (Standing member)
Supervisory Board (Leg. Decr. 231/2001)
David Terracina (Chairman)
Gian Franco Oliviero Mattei
Paolo De Paoli
PRADA Group
Interim Financial Report 2018 - The PRADA Group
PRADA Group
Interim Financial Report 2018 - The PRADA Group
Main Shareholder
PRADA Holding Spa
Via A. Fogazzaro, 28
20135 Milan, Italy
Joint Company Secretaries
Patrizia Albano
Via A. Fogazzaro, 28
20135 Milan, Italy
Ying-Kwai Yuen (Fellow member, HKICS)
36/F, Gloucester Tower
The Landmark, 11 Pedder Street
Central, Hong Kong
Authorized Representatives in Hong Kong
Carlo Mazzi
Via A. Fogazzaro, 28
20135 Milan, Italy
Ying-Kwai Yuen (Fellow member, HKICS)
36/F, Gloucester Tower
The Landmark, 11 Pedder Street
Central, Hong Kong
Alternate Authorized Representative to Carlo Mazzi in Hong Kong
Sing Cheong Liu
House 7 Severn Hill
4 Severn Road
The Peak
Hong Kong
Hong Kong Share Registrar
Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wanchai, Hong Kong
Auditor
Deloitte & Touche Spa
Via Tortona, 25
20144 Milan, Italy
5
PRADA Group Structure
| 100% | Church & Co ltd
Northampton
MANUFACTURING/
DISTRIBUTION/SERVICES | 66.7% | Artisans Shoes srl
Montegranaro
PRODUCTION | 100% | PRADA Canada Corp
Toronto
DISTRIBUTION/RETAIL | 100% | PRADA Australia pty ltd
Sydney
RETAIL |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 100% | Church & Co (Footwear) ltd
Northampton
TRADEMARKS | 100% | IPI Logistica srl
Milan
SERVICES | 100% | Post Development Corp
New York
REAL ESTATE | 100% | PRADA Korea llc
Seoul
RETAIL |
| 100% | Church UK Retail ltd
Northampton
RETAIL | 60% | Tannerie Limoges sas
Isle
PRODUCTION | 100% | PRADA USA Corp
New York
DISTRIBUTION/SERVICES/RETAIL | 100% | PRADA Singapore pte ltd
Singapore
RETAIL |
| 100% | Church's English Shoes sa
Brussels
RETAIL | 80% | Pelletteria Ennepi srl
Figline e
Incisa Valdarno
PRODUCTION | | TRS Hawaii llc
Honolulu
DFS | 55% | 100% PRADA Retail
Malaysia sdn bhd
Kuala Lumpur
RETAIL |
| 100% | Church France sas
Paris
RETAIL | 80% | Hipic Prod Impex srl
Sibiu
PRODUCTION | | TRS Guam Partnership
Guam
DFS | 55% | 100% PRADA Japan Co ltd
Tokyo
RETAIL |
| 100% | Church Spain sl
Madrid
RETAIL | 100% | Church Holding UK ltd
Northampton
DORMANT | | PRADA Retail Mexico
S. de R.L. de C.V.
Mexico City
RETAIL | 100% | 55% Travel Retail Shops
Okinawa kk
Tokyo
DFS |
| 100% | Church Ireland Retail ltd
Dublin
RETAIL | | | | | 100% | PRADA (Thailand) Co ltd
Bangkok
RETAIL |
| 100% | Church Austria gmbh
Vienna
RETAIL | | | 100% | PRADA Brasil
Importação e Comércio
de Artigos de Luxo ltd
São Paulo
RETAIL | 100% | PRADA New Zealand ltd
Wellington
RETAIL |
| 100% | Church Netherlands bv
Amsterdam
RETAIL | | | 100% | PRM Services
S. de R.L. de C.V.
Mexico City
SERVICES | 100% | PRADA Vietnam Limited
Liability Company
Hanoi
RETAIL |
| 100% | Church Footwear ab
Stockholm
RETAIL | | | 100% | PRADA Panama sa
Panama
RETAIL | 100% | PT PRADA Indonesia
Jakarta
IN LIGURDATION |
| 100% | Church Denmark aps
Copenhagen
RETAIL | | | 100% | PRADA Retail Aruba nv
Aruba
RETAIL | 55% | TRS Saipan Partnership
Saipan
DFS |
| 100% | Church Italia srl
Milan
RETAIL | | | 100% | PRADA Saint
Barthelemy sarl
Gustavia
RETAIL | 55% | TRS Hong Kong ltd
Hong Kong
DFS |
| 100% | Church & Co (USA) ltd
New York
RETAIL | | | | PRADA Maroc Sarlau
Casablanca
DORMANT | | Macau Branch
Macau
DFS |
| 100% | Church Hong Kong
Retail ltd
Hong Kong
RETAIL | | | | Maro Branch
Marrakech
DORMANT | 55% | TRS Singapore pte ltd
Singapore
DFS |
| 100% | Church Japan Company ltd
Tokyo
RETAIL | | | | | 100% | PRADA Asia Pacific ltd
Hong Kong
SERVICES/RETAIL |
| 100% | Church Singapore pte ltd
Singapore
RETAIL | | | | | | PRADA Taiwan ltd
Hong Kong
SERVICES |
| 100% | Church Footwear
(Shanghai) Co ltd
Shanghai
RETAIL | | | | | | Taipai Branch
Taipai
RETAIL |
| | | | | | | | PRADA Trading
(Shanghai) Co ltd
Shanghai
DORMANT |
| | | | | | | | PRADA Fashion Commerce
(Shanghai) Co ltd
Shanghai
RETAIL |
| | | | | | | | PRADA Macau Co ltd
Macau
RETAIL |
| | | | | | | | PRADA Dongguan
Trading Co ltd
Dongguan
SERVICES |
PRADA Group
Interim Financial Report 2018 - The PRADA Group
PRADA Group
Interim Financial Report 2018 - The PRADA Group
| 60% | PRADA Middle East feco
Jebel Ali Free Zone-Dubai
DISTRIBUTION/SERVICES | 100% | PRADA Retail France sas
Paris
RETAL | 100% | Marchesi 1824 srl
Milan
FOOD&BEVERAGE | 100% | PRADA sa
Luxembourg
TAXISMARK |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | PRADA Emirates ltc
Dubai
RETAL | 100% | PRADA Monte-Carlo sam
Monaco
RETAL | | | | Swiss Branch
Lugano
SERVICES |
| 49% | PRADA Kuwait wll
Kuwait City
RETAL | 100% | PRADA Belgium sprl
Brussels
RETAL | | | 100% | PRADA Company sa
Luxembourg
SERVICES |
| 49% | PRADA Retail wll
Dubai
RETAL | 100% | PRADA Germany gmbh
Munich
RETAL/SERVICES | | | | |
| 75% | PRADA Saudi Arabia ltd
Jeddah
RETAL | 100% | PRADA Austria gmbh
Vienna
RETAL | | | | |
| 100% | PRADA Retail South Africa (pty) ltd
Sandton
RETAL | 100% | PRADA Czech Republic sro
Prague
RETAL | | | | |
| 100% | PRADA Rus ltc
Moscow
RETAL | 100% | PRADA Netherlands bv
Amsterdam
RETAL | | | | |
| 100% | PRADA Ukraine ltc
Alex
RETAL | 100% | PRADA Switzerland sa
Lugano
RETAL | | | | |
| 100% | PRADA Kazakhstan llp
Almaty
RETAL | 100% | PRADA Spain sl
Madrid
RETAL | | | | |
| | | 100% | PRADA Portugal
Unipessoal lda
Lisbon
RETAL | | | | |
| | | 100% | PRADA Hellas
Sole Partner ltc
Athens
RETAL | | | | |
| | | 100% | PRADA Bosphorus Deri
Mamüller ltd Sirketi
Istanbul
RETAL | | | | |
| | | 100% | PRADA Retail UK ltd
London
RETAL | | | | |
| | | | Ireland Branch
Dublin
RETAL | | | | |
| | | 100% | PRADA Denmark aps
Copenhagen
RETAL | | | | |
| | | 100% | PRADA Finnish oy
Helsinki
RETAL | | | | |
| | | 100% | PRADA Sweden ab
Stockholm
RETAL | | | | |
| | | 100% | Kenon ltd
London
REAL ESTATE | | | | |
PRADA Group
Interim Financial Report 2018 - The PRADA Group
Financial Review
PRADA Group
Interim Financial Report 2018 - Financial Review
9
Basis of preparation of Financial Review
As a result of the change in the end of the annual reporting period from January 31 to December 31, approved at the General Meeting held on May 31, 2017, the Prada Group's Interim Statement of Profit or Loss for the first six months of 2017 prepared in accordance with IFRS ("2017 IFRS Statement of Profit or Loss") is not perfectly comparable with the 2018 IFRS Interim Statement of Profit or Loss because it ended on July 31 instead of June 30. In order to provide meaningful comparison of the Group's business and financial performance, management has prepared a 2017 Pro-Forma Interim Statement of Profit or Loss that refers to the six months ended June 30, 2017.
PRADA Group
Interim Financial Report 2018 - Financial Review
Consolidated Statement of Profit or Loss
| IFRS | pro-forma | |||
|---|---|---|---|---|
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | % | six months ended June 30 2017 (unaudited) | % |
| Net Sales | 1,510,603 | 98.4% | 1,460,474 | 98.3% |
| Royalties | 24,723 | 1.6% | 25,545 | 1.7% |
| Net revenues | 1,535,326 | 100% | 1,486,019 | 100% |
| Cost of goods sold | (429,474) | -28.0% | (408,127) | -27.5% |
| Gross margin | 1,105,852 | 72.0% | 1,077,892 | 72.5% |
| Operating expenses | (946,664) | -61.6% | (940,716) | -63.3% |
| EBIT | 159,188 | 10.4% | 137,176 | 9.2% |
| Interest and other financial expenses, net | (10,752) | -0.7% | 262 | 0.0% |
| Dividends from investments | 302 | 0.0% | 357 | 0.0% |
| Income before taxation | 148,738 | 9.7% | 137,795 | 9.2% |
| Taxation | (43,574) | -2.9% | (41,614) | -2.8% |
| Net income for the period | 105,164 | 6.8% | 96,181 | 6.4% |
| Net income - Non-controlling interests | (504) | 0.0% | 753 | 0.1% |
| Net income - Group | 105,668 | 6.9% | 95,428 | 6.4% |
| Basic and diluted earnings per share (in Euro per share) | 0.041 | 0.037 | ||
| Depreciation, amortization and impairment | 111,618 | 7.3% | 113,462 | 7.6% |
| EBITDA | 270,806 | 17.7% | 250,638 | 16.9% |
Key financial information
| IFRS | IFRS | ||
|---|---|---|---|
| (amounts in thousands of Euro) | June 30 2018 (unaudited) | December 31 2017 (audited) | |
| Net operating working capital | 601,882 | 546,205 | |
| Net invested capital | 3,034,008 | 2,969,909 | |
| Net financial position surplus/(deficit) | (240,201) | (103,738) | |
| Shareholders' equity - Group | 2,776,166 | 2,844,652 | |
| Net operating cash flows (*) | 180,018 | 446,517 |
(*) eleven month period ended December 31, 2017
PRADA Group
Interim Financial Report 2018 - Financial Review
Highlights for the six months ended June 30, 2018
The Prada Group's negative sales performance of the previous year turned around in the first six months of 2018, and revenues increased across markets, products and brands. Such growth was held back in part by unfavorable exchange rates.
The transformation process of the past few years has enabled Prada to interpret more readily the spirit of the times and of the new generations, and has paved the way for the expansion of its sales strategy. The sales recovery was assisted by a rebalancing of the leather goods product mix and clear communication strategies for the collections, such as those centered on nylon, the emblematic material that blends Prada's past, present and future style identity. Also important were the market responses to the new sneaker collection offered in more models for both women and men.
Use of the pop-up format was continued in the period. The displays involved Prada and Miu Miu in particular and created innovative shopping experiences, such as Prada Spirit, dedicated to the Chinese New Year, and Miu Miu Disco, inspired by the discotheques of the 1970s and 1980s. The pop-ups, infused with the basic styles of the brands and conceived as traveling projects in a selected number of malls, brought additional footfall to stores and further strengthened the relationship with customers.
The marketing activities of the period focused on a growing number of strictly digital initiatives, with the creation of visual identities and the production of content particularly suitable for the communication channels closest to millennials and generation z. The program to update the e-commerce platform was continued with the extension of the new user experience of the prada.com website, which will cover all the Group's core markets soon, and the ongoing development of the new miumiu.com.
Investments have been made to restyle store layouts in order to make them even more attractive and have more effective product displays. Important new stores were opened, including in the prestigious SKP mall in Xi'an, China, and in the Dubai Mall in the United Arab Emirates.
The Group's interest in the world of culture and art went on mainly through the sponsorship of Fondazione Prada.
Operating margins improved not only as a result of efficient cost management, but also because of revenue growth benefiting from the aforementioned initiatives in terms of product innovation, digital transformation and brand visibility.
PRADA Group
Interim Financial Report 2018 - Financial Review
Analysis of Net Revenues
| IFRS | pro-forma | ||||
|---|---|---|---|---|---|
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | % | six months ended June 30 2017 (unaudited) | % | % change |
| Net Sales by geographical area | |||||
| Europe | 563,003 | 37.3% | 535,680 | 36.7% | 5.1% |
| Americas | 203,967 | 13.5% | 211,617 | 14.5% | -3.6% |
| Asia Pacific | 519,594 | 34.4% | 487,643 | 33.4% | 6.6% |
| Japan | 171,278 | 11.3% | 170,747 | 11.7% | 0.3% |
| Middle East | 50,805 | 3.4% | 52,862 | 3.6% | -3.9% |
| Other countries | 1,956 | 0.1% | 1,925 | 0.1% | 1.7% |
| Total Net Sales | 1,510,603 | 100% | 1,460,474 | 100% | 3.4% |
| Net Sales by brand | |||||
| Prada | 1,236,703 | 81.9% | 1,188,093 | 81.3% | 4.1% |
| Miu Miu | 234,545 | 15.5% | 230,739 | 15.8% | 1.6% |
| Church's | 31,663 | 2.1% | 33,888 | 2.3% | -6.6% |
| Other | 7,692 | 0.5% | 7,754 | 0.6% | -0.8% |
| Total Net Sales | 1,510,603 | 100% | 1,460,474 | 100% | 3.4% |
| Net Sales by product line | |||||
| Leather goods | 858,769 | 56.8% | 839,121 | 57.5% | 2.3% |
| Footwear | 307,860 | 20.4% | 313,190 | 21.4% | -1.7% |
| Clothing | 315,354 | 20.9% | 278,380 | 19.1% | 13.3% |
| Other | 28,620 | 1.9% | 29,783 | 2.0% | -3.9% |
| Total Net Sales | 1,510,603 | 100% | 1,460,474 | 100% | 3.4% |
| Net Sales by channel | |||||
| Net Sales of direct operated stores (DOS) | 1,236,991 | 81.9% | 1,200,737 | 82.2% | 3.0% |
| Sales to independent customers and franchisees | 273,612 | 18.1% | 259,737 | 17.8% | 5.3% |
| Total Net Sales | 1,510,603 | 100% | 1,460,474 | 100% | 3.4% |
| Net Revenues | |||||
| Net Sales | 1,510,603 | 98.4% | 1,460,474 | 98.3% | 3.4% |
| Royalties | 24,723 | 1.6% | 25,545 | 1.7% | -3.2% |
| Total Net Revenues | 1,535,326 | 100% | 1,486,019 | 100% | 3.3% |
Distribution Channels
The retail net sales for the six months ended June 30, 2018 showed growth of 9.7% at constant exchange rates and 3% at current exchange rates. The negative impact of foreign exchange amounted to approximately Euro 80 million, and regarded all the main currencies. The growth at constant exchange rates was almost steady over the entire six-month period after the difference in the Chinese New Year date was recovered, which had benefited January sales in 2017 and February sales in 2018. Regular sales and higher volumes contributed largely to such growth.
Wholesale sales, bolstered by orders from e-tailers, rose by 8.1% at constant exchange rates (5.3% at current exchange rates).
Markets
The Asia Pacific market reported net sales growth of 13.8% at constant exchange rates (6.6% at current exchange rates). Most of the sales increase derived from directly operated stores. The Greater China region, assisted by the recovery of tourist flows,
PRADA Group
Interim Financial Report 2018 - Financial Review
in HK and in Macau, contributed considerably to the results of the region, with net sales of Euro 344.4 million, up by 17.2% at constant exchange rates (9.2% at current exchange rates).
Net sales in Europe rose by 6.5% at constant exchange rates (5.1% at current exchange rates). Except for the U.K., whose performance was in line with the comparative period, all the main countries in the region reported growth at constant exchange rates.
Net sales in the American market rose by 7.7% at constant exchange rates (-3.6% at current exchange rates). The growth was fueled primarily by the U.S. market, thanks to an expanding domestic clientele.
Sales in Japan rose by 9.1% at constant exchange rates and were in line with those of the comparative period at current exchange rates. The performance of this market benefited from a recovery in tourist flows but also local consumptions.
Net sales in the Middle East region grew by 6.9% at constant exchange rates and fell by 3.9% at current exchange rates. The recovery derived mainly from an increase in local spending. Two important stores, Prada and Miu Miu, were opened at the prestigious Dubai Mall during the period.
Products
Clothing sales increased by 19.5% at constant exchange rates and by 13.3% at current exchange rates. Both Prada and Miu Miu had double-digit growth at constant exchange rates, with higher growth rates than those of 2017.
Leather good sales rose by 8.4% at constant exchange rates and 2.3% at current exchange rates. Within leather goods, handbags continued on the positive trend underway at the end of the previous year, with double-digit sales growth at constant exchange rates compared with the same period of the prior year.
Footwear sales grew by 4% at constant exchange rates and fell by 1.7% at current exchange rates, showing recovery from the negative trend of the past two years.
Brands
Net sales of the Prada brand rose by 10.1% at constant exchange rates (4.1% at current exchange rates). All product categories presented growth at constant exchange rates compared with the same period of the previous year.
Miu Miu made a return to positive growth across all product categories and its net sales rose by 8.2% at constant exchange rates (1.6% at current exchange rates).
Sales of Church's brand products fell by 3.9% at constant exchange rates and by 6.6% at current exchange rates. The decline was nearly entirely attributable to the results of the wholesale channel, which has still not recuperated from its reorganization process.
"Other brands" refers primarily to sales of Marchesi 1824 brand patisserie products, which had double-digit growth compared with the same period of the previous year.
Royalties
Licensing agreements generated royalties income of Euro 24.7 million, down by 3.2% at current exchange rates. The considerable increase in the fragrance sector was offset by a decrease for eyewear.
PRADA Group
Interim Financial Report 2018 - Financial Review
Number of stores
| June 30, 2018 | December 31, 2017 | June 30, 2017 | ||||
|---|---|---|---|---|---|---|
| Owned | Franchises | Owned | Franchises | Owned | Franchises | |
| Prada | 397 | 25 | 394 | 25 | 385 | 25 |
| Miu Miu | 166 | 9 | 167 | 9 | 167 | 9 |
| Church's | 59 | - | 57 | - | 55 | - |
| Car Shoe | 4 | - | 4 | - | 5 | - |
| Marchesi | 3 | - | 3 | - | 3 | - |
| Total | 629 | 34 | 625 | 34 | 615 | 34 |
| June 30, 2018 | December 31, 2017 | June 30, 2017 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Owned | Franchises | Owned | Franchises | Owned | Franchises | |
| Europe | 228 | 4 | 229 | 4 | 220 | 4 |
| Americas | 110 | - | 112 | - | 112 | - |
| Asia Pacific | 189 | 25 | 184 | 25 | 182 | 25 |
| Japan | 79 | - | 79 | - | 79 | - |
| Middle East and Africa | 23 | 5 | 21 | 5 | 22 | 5 |
| Total | 629 | 34 | 625 | 34 | 615 | 34 |
Operating results
The gross margin narrowed from 72.5% in the pro-forma six-month period ended June 30, 2017 to 72%. Foreign exchange losses affected the contraction, despite a better ratio of full-price sales to promotional sales.
Operating expenses grew slightly compared with the pro-forma six-month period of 2017 (from Euro 940.7 million to Euro 946.7 million), but they were lower as a percentage of net sales (from 63.3% to 61.6%). Selling expenses rose due mainly to an increase in the personnel employed in the retail network while advertising and communications activities went up following the numerous digital initiatives, pop-up events and sponsorship costs. Such increases were almost offset by the exchange rate impacts.
| IFRS | pro-forma | |||
|---|---|---|---|---|
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | % of net revenues | six months ended June 30 2017 (unaudited) | % of net revenues |
| Product design and development costs | 64,572 | 4.2% | 66,006 | 4.4% |
| Advertising and communications costs | 94,379 | 6.1% | 88,810 | 6.0% |
| Selling costs | 692,227 | 45.1% | 691,833 | 46.6% |
| General and administrative costs | 95,486 | 6.2% | 94,067 | 6.3% |
| Total Operating expenses | 946,664 | 61.6% | 940,716 | 63.3% |
EBITDA for the six months ended June 30, 2018 was Euro 270.8 million, or 17.7% of net sales, up by 80 basis points compared with the same pro-forma period of 2017.
EBIT for the six months ended June 30, 2018 was Euro 159.2 million, or 10.4% of net sales, whereas in the pro-forma comparative period it was Euro 137.2 million or 9.2% of net sales.
PRADA Group
Interim Financial Report 2018 - Financial Review
The increase in net finance costs was attributable primarily to foreign exchange differences on financial items.
Analysis of the Statement of financial position
Net invested capital
The following table reclassifies the statement of financial position to provide a better view of net invested capital:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) | July 31
2017
(unaudited) |
| --- | --- | --- | --- |
| Non-current assets (excluding deferred tax assets) | 2,569,487 | 2,565,359 | 2,529,920 |
| Trade receivables, net | 290,649 | 289,973 | 266,795 |
| Inventories, net | 612,660 | 569,929 | 562,620 |
| Trade payables | (301,427) | (313,697) | (276,730) |
| Net operating working capital | 601,882 | 546,205 | 552,685 |
| Other current assets (excluding items of financial position) | 201,031 | 212,102 | 244,992 |
| Other current liabilities (excluding items of financial position) | (232,261) | (233,181) | (194,043) |
| Other current assets/(liabilities), net | (31,230) | (21,079) | 50,948 |
| Provision for risks | (57,285) | (61,815) | (77,546) |
| Post-employment benefits | (61,521) | (61,444) | (60,215) |
| Other long-term liabilities | (171,872) | (174,706) | (176,799) |
| Deferred taxation, net | 184,547 | 177,389 | 203,369 |
| Other non-current assets/(liabilities) | (106,131) | (120,576) | (111,191) |
| Net invested capital | 3,034,008 | 2,969,909 | 3,022,362 |
| Shareholder's equity - Group | (2,776,166) | (2,844,652) | (2,776,345) |
| Shareholder's equity - Non-controlling interests | (17,641) | (21,519) | (22,590) |
| Total Consolidated shareholders' equity | (2,793,807) | (2,866,171) | (2,798,935) |
| Long-term financial payables | (505,008) | (638,954) | (529,428) |
| Short-term financial, net surplus/(deficit) | 264,807 | 535,216 | 306,001 |
| Net financial position surplus/(deficit) | (240,201) | (103,738) | (223,427) |
| Shareholders' equity and net financial position | (3,034,008) | (2,969,909) | (3,022,362) |
| Net Debt to Consolidated equity ratio | 8.6% | 3.6% | 8.0% |
As at June 30, 2018, the Group has net invested capital of Euro 3,034 million, net financial indebtedness of Euro 240.2 million and Group's equity of Euro 2,776.2 million.
Non-current assets, consisting essentially of property plant, equipment and intangible assets, amount to Euro 2,569.5 million as at June 30, 2018. There was practically no change for the period because the capital expenditure of Euro 125.8 million was nearly the same as the depreciation and amortization expense of Euro 111.6 million.
The capital expenditure is broken down below:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | eleven months ended December 31 2017 (audited) |
|---|---|---|
| Retail | 74,191 | 110,026 |
| Production, Logistics and Corporate | 51,591 | 140,638 |
| Total | 125,782 | 250,664 |
Capital expenditure was invested in the retail area primarily for renovation and relocation projects, as well as for the store openings of the period concentrated at the prestigious SKP mall in Xi'an in China and the Dubai Mall in the U.A.E. Other capital expenditure was used to build up production structures and enhance the corporate spaces in Italy.
PRADA Group
Interim Financial Report 2018 - Financial Review
The net working capital is Euro 601.9 million, up by Euro 55.7 million compared with December 31, 2017 due mainly to the inventory increase, which is consistent with the seasonal production and store procurement.
The net current liabilities are higher than at December 31, 2017 mainly because of the use of tax receivable in the period.
The reduction of non-current liabilities was attributable substantially to an increase in deferred taxes assets and the use of risk provisions for tax disputes.
Net financial position
The following table provides details of the Group's net financial position:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) | July 31
2017
(unaudited) |
| --- | --- | --- | --- |
| Bonds - non-current | - | - | (130,000) |
| Bank borrowing - non-current | (505,008) | (638,954) | (399,428) |
| Total financial payables - non-current | (505,008) | (638,954) | (529,428) |
| Bonds - current | (130,000) | (130,000) | - |
| Financial payables and bank overdrafts - current | (481,810) | (222,971) | (359,206) |
| Payables to related parties - current | (4,336) | (4,423) | (4,523) |
| Total financial payables - current | (616,146) | (357,394) | (363,729) |
| Total financial payables | (1,121,154) | (996,348) | (893,157) |
| Cash and cash equivalents | 880,953 | 892,610 | 669,730 |
| Total cash and cash equivalents | 880,953 | 892,610 | 669,730 |
| Net financial surplus/(deficit), total | (240,201) | (103,738) | (223,427) |
| Net financial surplus/(deficit) excluding related party balances | (235,865) | (99,315) | (218,904) |
| EBITDA / Net financial surplus/(deficit) | 2.5 | 5.7 | 2.7 |
The cash flow generated by operating activities in the six-month period, Euro 180 million, together with the existing funds enabled to finance the capital expenditure of Euro 139.1 million and to pay dividends totaling Euro 185.7 million. The end-of-period net financial indebtedness is Euro 240.2 million, up by Euro 136.5 million compared with December 31, 2017.
PRADA Group
Interim Financial Report 2018 - Financial Review
Risk Factors
Risk factors regarding the international luxury goods market
Economic risks and international business risks
The performance of the luxury goods market is influenced by the general economy. Accordingly, the Group's business performance is exposed to global macroeconomic risks due to its international scale. An unfavorable global economy could adversely affect the propensity to spend on luxury goods and have a negative impact on the Group's operations, results, cash flows and financial condition.
Moreover, a substantial portion of the Group's sales originates from purchases of products by customers on trips abroad. Consequently, unfavorable economic conditions, social or geopolitical situations leading to instability, and natural disasters resulting in lower travel volumes have in the past, and could in the future, negatively impact the Group's business and results.
The Group believes that the full control of its value chain and a global retail presence enable to mitigate the risk that conditions such as these could influence significantly the consolidated sales.
Intellectual property risks
The Prada Group's brands have always been associated with beauty, creativity, tradition and excellent quality. Prada's ability to protect its brands and other intellectual property rights means safeguarding these fundamental assets that are responsible for the success of the brands and the brand positioning.
The Group protects its brands, designs, patents and websites by registering them and obtaining legal protection for them in all countries throughout the world. The Group actively opposes all forms of counterfeiting and intellectual property infringement by adopting strong, systematic measures worldwide. The wholesale, retail, online and off-line markets are monitored daily in close collaboration with customs authorities and police.
Risks regarding image and brand recognition
The Group's success in the international luxury goods business is linked to the image and distinct character of its brands. These features depend on many factors, such as the style and design of the products, the quality of the materials and production techniques used, the image and locations of DOS, careful selection of licensees, communications activities and the general corporate profile.
Preserving the image and prestige acquired by its brands in the fashion and luxury business is an objective that the Prada Group pursues by monitoring meticulously each internal and external phase of the value chain. This allows to constantly ensure undisputed quality and uphold Group's reputation, while constantly pursuing innovation in styles, products and communications in order to convey messages that are always consistent with the strong brand identities.
Risks regarding ability to anticipate trends and react to shifts in consumer tastes
The Group's success is reliant on its ability to create and define fashion and product trends, and to anticipate shifts in consumer tastes and luxury market trends in a timely manner.
The Group pursues those objectives dedicating great effort in the creative activities of its style office and throughout the whole product design and product development department.
PRADA Group
Interim Financial Report 2018 - Financial Review
This business area comprises approximately 1,000 individuals working in the design division, where a mix of nationalities, cultures and talents contribute to creativity, and in the development division, where craft skills combined with solid manufacturing processes enable the Group to continue to compete and keep abreast of emerging consumer trends and lifestyles.
Another fundamental way for understanding the evolution of costumes is represented by the close collaboration with the words of culture and art.
Risks specific to the Prada Group
Strategic risks
The possibility for the Group to improve its business performance depends on the successful implementation of its strategy for each brand, translated primarily in the continuous support and development of retail sales.
The Group provides support to the retail network by offering leather goods, clothing and footwear that reflect the brand positioning, accompanied by store management geared toward making the buying experience unique. The restyling of the store layout and revamping of concepts aim to further expand the capacity to attract customers. The performance of the retail channel is also supported by localized marketing initiatives intended to enhance the identity of the brands and emphasize the unique features that distinguish the style and craftsmanship of the products.
Moreover, the implementation of the omnichannel strategy has paved the way for medium to long-term business development based on product quality, high-performance innovation, and distribution and communication channels that are constantly evolving and in line with the needs of the new generations of consumers.
Risks regarding the importance of key personnel
The Group's success depends on the contribution of key individuals who have played an essential role in the Group's expansion and who have substantial experience in the fashion and luxury goods business. Its success also depends on Prada's ability to attract and retain people who are qualified in the design, marketing, merchandising and distribution of the products.
The Group considers its management structure to be capable of ensuring business continuity, and has recently implemented a long-term incentive plan to retain key employees so that they will continue to cover the roles essential to the achievement of the challenging objectives that the Group constantly sets itself.
Risks regarding the outsourcing of manufacturing activities
While the Group designs, controls and produces in-house the majority of its prototypes, samples and most sophisticated products, it outsources the production of its other finished products to external manufacturers with appropriate expertise and capacity. Moreover, the Group centralizes the management of all raw materials.
The Group has implemented a strict inspection and quality control process for all outsourced production and contractually requires its manufacturers to comply with all regulations on brand ownership and other intellectual property rights. Moreover, the Group demands compliance with applicable regulations concerning labor, social security, and occupational health and safety. The Group also requires its contract manufacturers to read the Prada Group Code of Ethics and comply with the principles set forth therein. Risk of contractual non-compliance is mitigated by a control system based on procedures that define internal responsibilities for the assessment of the suppliers' ethical, technical and financial soundness.
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Interim Financial Report 2018 - Financial Review
20
PRADA Group
Interim Financial Report 2018 - Financial Review
Credit risk
Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk to which an entity is exposed is represented by all the financial assets recognized in the financial statements. The Group considers its credit risk to involve primarily trade receivables generated from the wholesale channel and liquid assets. The Group manages credit risk and mitigates the related effects through its business and financial strategies.
With respect to trade receivables, credit risk is managed by monitoring and checking the reliability and solvency of customers.
Concerning liquid assets, the risk of default substantially relates to bank deposits, which represent the Group's most widely-used financial product for investing its operating cash flows, in keeping with its low-risk policy. Default risk is mitigated by the allocation of cash holdings to bank deposits that are diversified in terms of counterparty (always investment-grade), country and currency, and by the consistently short-term period. The residual portion of liquid assets consists of cash and bank accounts. The Group considers no significant risk to exist on these kinds of liquid assets given that they are used for operating activities and business processes and, consequently, the number of independent parties involved is fragmented.
Liquidity risk
Liquidity risk refers to difficulty that the Group could have in meeting its financial obligations. The Directors are responsible for managing liquidity risk, whereas the Corporate Finance management, which reports to the CFO, is responsible for optimizing financial resources.
The Directors consider the current funds and credit lines, in addition to those that will be generated by operating and financing activities, to be sufficient for enabling the Group to meet its requirements from investing activities, manage working capital, make punctual loan repayments and pay dividends as planned.
Tax risks
The Group's tax risks, which may derive from non-compliance or incorrect interpretation of the regulations, are constantly monitored within the internal control system and, in particular, within the tax control framework implemented by the Group. Thanks to such system of management of fiscal risks, PRADA spa was admitted to the Collaborative Compliance Regime (as provided for by the Italian Legislative Decree n. 128/2015).
Legal and regulatory risks
The Prada Group operates in a complex regulatory environment and so is exposed to the following legal risks:
- risks associated with non-compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong or with other laws or regulations in force in Hong Kong that the Company must observe since it is listed on the main board of said Stock Exchange;
- risks associated with non-compliance with laws and regulations applicable to the Company due to the listing on the Irish Stock Exchange of the bond notes issued in August 2013;
- risks associated with occupational health and safety under Italian Legislative Decree 81/08 and equivalent regulations in force in other countries;
- possible legal penalties for wrongful acts pursuant to Italian Law 231/2001 as
subsequently amended;
- possible events that could adversely affect the reliability of the financial statements and the protection of assets;
- changes in international tax rules applicable in the various countries where the Group operates;
- possible manufacturing compliance risks regarding Italian and international laws and regulations for finished goods distributed and raw materials and consumables used.
The Group involves various divisions and uses external experts as necessary to keep its processes and procedures constantly updated in order to comply with changing rules and regulations, thereby reducing legal and regulatory risk to an acceptable level. Monitoring activities are performed by divisional managers, auditors, and special entities and committees such as the Supervisory Board, Internal Control Committee and Industrial Compliance Committee.
Foreign exchange risk
The Group has a vast international presence, and therefore is exposed to the risk that changes in currency exchange rates could adversely impact revenue, costs, margins and profit. In order to hedge the foreign exchange risk, the Group enters into derivative contracts designed to fix the value in Euro (or other functional currency) of the identified future cash flows. The future cash flows consist primarily of inflows of trade and financial receivables and outflows of trade payables. They refer mainly to PRADA spa, the Group's parent company and worldwide distributor of Prada and Miu Miu brand products.
Interest rate risk
Interest rate risk is the risk that future cash flows could be affected by interest rate fluctuation. In order to hedge this risk, which refers mainly to PRADA spa, the Group uses derivatives (such as interest rate swaps) to convert variable-rate debt into fixed-rate debt or debt within a specified range of rates.
Digital security and data processing risks
Due to the digital innovation characterizing the Group's business environment, digital security has become a core risk that could impact the Company's operations and its image. In keeping with the Internal Control Committee's objectives, the Internal Audit function, assisted by external experts, recently concluded an assessment of cyber risk and data fraud risk that identified the absence of significant or urgent remediation actions. The current information system and future business plans aim to guarantee that data is processed with a governance model that ensures that:
- information is adequately protected against the risk of unauthorized access and disclosure, improper information modification or destruction (including accidental loss), and use that is incompatible with the job assigned;
- information and personal data are processed in accordance with the applicable laws and regulations.
In light of the legal and regulatory changes regarding personal data protection, the Group has put into place organizational and operational controls to adapt the processes and procedures for the implementation of appropriate security measures to minimize risks of non-compliance.
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21
Other information
Information on related-party transactions
Information on the Group's transactions and balances with related parties is provided in the Notes to the Interim Condensed Consolidated financial statements, insofar as required by IFRS, and in the Corporate Governance Report, insofar as required by the Hong Kong Stock Exchange rules.
Non-IFRS measures
The Group uses certain financial measures ("non-IFRS measures") to measure its business performance and to help readers understand and analyze its statement of financial position. Although they are used by the Group's management, the measures are not universally or legally defined and are not regulated by the IFRS adopted to prepare the Consolidated financial statements. Other companies operating in the luxury goods business might use the same measures, but with different calculation criteria, so non-IFRS measures should always be read in conjunction with the related notes, and may not be directly comparable with those used by other companies.
The Prada Group used the following non-IFRS measures in this Interim Financial Report:
EBITDA: Earnings Before Interest, Taxation, Depreciation and Amortization, i.e. "consolidated net income for the period" adjusted to exclude "interest and other financial costs/(income) and dividends from investments", "taxes on income" and "depreciation, amortization and impairment".
EBIT: Earnings Before Interest and Taxation, i.e. "consolidated net income for the period" adjusted to exclude "interest and other financial income/(costs) and dividends from investments" and "taxes on income".
Net Financial Position: Short-term and long-term financial payables due to third parties and related parties, including lease obligations, net of cash and cash equivalents and short-term and long-term financial receivables due from third parties and related parties.
Free cash flows: net cash flows generated by operating activities, net of cash flows used in investing activities.
The following table sets forth the EBITDA and EBIT:
| IFRS | pro-forma | IFRS | |
|---|---|---|---|
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended June 30 2017 (unaudited) | six months ended July 31 2017 (unaudited) |
| Consolidated net income for the period | 105,164 | 96,181 | 116,082 |
| Taxes on income | 43,574 | 41,614 | 50,222 |
| Interest and other financial (income)/expense and dividends from investments | 10,450 | (619) | 533 |
| EBIT (Earnings Before Interest and Taxation) | 159,188 | 137,176 | 166,837 |
| Depreciation, amortization and impairment | 111,618 | 113,462 | 112,716 |
| EBITDA (Earnings Before Interest, Taxation, Depreciation and Amortization) | 270,806 | 250,638 | 279,553 |
PRADA Group
Interim Financial Report 2018 - Financial Review
PRADA Group
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23
Treasury shares
At June 30, 2018 the Group does not hold treasury shares, as reported in the section relating to the Report on Corporate Governance.
Events after the reporting date
Nothing to report.
Outlook
Over the past few years, the Management has been working to reshape the Prada Group to adapt to the rapid changes in society and to interpret the spirit of new generations without losing its brand integrity. The results of this transformation are visible and supported by positive signals from the market.
The Group will continue its path of sustainable growth, based on the creative leadership of its brands and the attractiveness of its retail network, where the Management sees great potential to be unlocked through integration with digital technologies.
Milan, August 1, 2018
PRADA Group
Interim Financial Report 2018 - Financial Review
Corporate Governance
PRADA Group
Interim Financial Report 2018 - Corporate Governance
25
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").
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 six months from January 1, 2018 to June 30, 2018 (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.
On April 27, 2018, the shareholders' general meeting of the Company (the "AGM") has appointed the Board for a term of three financial years, ending on the date of the shareholders' general meeting to be called to approve the financial statements for the year ending December 31, 2020.
The newly appointed Board consists of nine individuals, being five Directors, namely, Mr. Carlo MAZZI, Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Ms. Alessandra COZZANI and Mr. Stefano SIMONTACCHI, and four Independent Non-Executive Directors, namely, Mr. Gian Franco Oliviero MATTEI, Mr. Giancarlo FORESTIERI, Mr. Sing Cheong LIU and Mr. Maurizio CEREDA. Mr. Carlo MAZZI was elected by the AGM as the Chairman of the Board for the above mentioned term.
In accordance with the applicable provisions of Italian laws and the Company's by-laws, the executive roles of the Directors were resolved by the Board at the first Board meeting (which was on May 23, 2018) held after the AGM. The current executive roles are as follows:
- Mr. Carlo MAZZI - Chairman of the Board and Executive Director
- Ms. Miuccia PRADA BIANCHI - Chief Executive Officer and Executive Director
- Mr. Patrizio BERTELLI - Chief Executive Officer and Executive Director
- Ms. Alessandra COZZANI - Chief Financial Officer and Executive Director
The Board has established the Audit Committee, the Remuneration Committee and the Nomination Committee. Each Committee is chaired by an independent non-executive director. The written terms of reference of each Committee are of no less exacting terms than those set out in the Code and are available on the websites of the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
PRADA Group
Interim Financial Report 2018 - Corporate Governance
The newly appointed Board resolved on the current memberships of the three Board committees at the first Board meeting (which was on May 23, 2018) held after the AGM as follows:
Audit Committee
Mr. Gian Franco Oliviero MATTEI (Chairman)
Mr. Giancarlo FORESTIERI
Mr. Maurizio CEREDA
Remuneration Committee
Mr. Maurizio CEREDA (Chairman)
Mr. Gian Franco Oliviero MATTEI
Mr. Carlo MAZZI
Nomination Committee
Mr. Gian Franco Oliviero MATTEI (Chairman)
Mr. Carlo MAZZI
Mr. Sing Cheong LIU
In addition, the Board has established a Supervisory Body under the Italian Legislative Decree 231 of June 8, 2001 (the "Decree").
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 Audit Committee consists of three independent non-executive directors, namely, Mr. Gian Franco Oliviero Mattei (Chairman), Mr. Giancarlo Forestieri and Mr. Maurizio Cereda who, as of May 23, 2018, has replaced 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 February 6, 2018, March 7, 2018 and May 23 and 29, 2018, with an attendance rate of 100%, 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 2018, the findings of the internal auditors, internal controls, risk assessment, annual review of the Group's continuing connected transactions for 2017, tax and legal updates (including litigations and cooperative compliance regime with the Italian tax authorities) and the financial reporting matters (including the annual results for the year 2017), before recommending them to the Board for approval.
The Audit Committee also held a meeting on August 1, 2018 to, among others, review the interim results for the period ended June 30, 2018, 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 Rule 3.25 of the Listing Rules, 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
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Interim Financial Report 2018 - Corporate Governance
27
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, namely, Mr. Maurizio Cereda (Chairman), who has replaced Mr. Giancarlo Forestieri as a member and Mr. Gian Franco Oliviero Mattei as the Chairman as of May 23, 2018, and Mr. Gian Franco Oliviero Mattei, and one executive director, Mr. Carlo Mazzi. During the Reviewed Period, the Remuneration Committee held two meetings on March 8, 2018 and June 14, 2018, with an attendance rate of 100% to recommend the aggregate basic remuneration of the Board for each year of its three-year term to the shareholders for approval at the AGM, and to review and, if deemed appropriate, to make recommendations on the additional remuneration of the directors vested with special authorities, and to review and recommend certain updates to the long term incentive plan for executives and Directors.
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 on annual basis 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, 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 March 7, 2018, with an attendance rate of 100% to perform the annual review of the independence of independent non-executive directors, to recommend the structure and composition of the Board for a term of three financial years, to recommend the re-election of Mr. Giancarlo Forestieri and Mr. Gian Franco Oliviero Mattei, who served the Board for more than nine years and for almost nine years, respectively, as independent non-executive directors of the Company and to recommend the re-designation of Mr. Maurizio Cereda as an independent non-executive director upon his election at the AGM.
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.
As resolved at the AGM, the following persons were elected as statutory auditors or alternate statutory auditors of the Company (as the case may be) for a term of three financial years, ending on the date of the shareholders' meeting to be called to approve the financial statements for the year ending December 31, 2020:
- Mr. Antonino Parisi - statutory auditor and Chairman of the board of statutory auditors;
- Mr. Roberto Spada - statutory auditor;
- Mr. David Terracina - statutory auditor;
- Ms. Stefania Bettoni - alternate statutory auditor; and
- Mr. Cristiano Proserpio - alternate statutory auditor.
PRADA Group
Interim Financial Report 2018 - Corporate Governance
During the Reviewed Period, the board of statutory auditors attended two meetings of the Board on March 9, 2018 and May 23, 2018.
Supervisory Body
In compliance with 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.
Dividends
The Company may distribute dividends subject to the approval of the shareholders in a shareholders' general meeting.
No dividends have been declared or paid by the Company in respect of the Reviewed Period.
On March 9, 2018, the Board recommended for the financial year 2017 the payment of a final dividend of Euro/cents 7.5 per share in the capital of the Company, representing a total dividend of Euro 191,911,800. The Shareholders approved the distribution and payment of the final dividend at the AGM. The dividend was paid on May 23, 2018, while the relevant withholding tax was paid in July 2018.
Change in Information of Directors Pursuant to Listing Rule 13.51B(1)
Pursuant to Rule 13.51B(1) of the Listing Rules, the change in information of Directors since the Company's 2017 Annual Report, other than the changes disclosed in other paragraphs of this Corporate Governance report, is set out below:
| Name of Director | Change |
|---|---|
| Carlo MAZZI | Appointed on April 26, 2018, as an independent non-executive director of Banca Profilo S.p.A., an Italian bank listed on the Italian Stock Exchange. |
| Maurizio CEREDA | Aggregate remuneration to be received for each financial year of the three-year term of his mandate as an independent non-executive director and a member of the Board committees equal to Euro 80,000.00. |
| Gian Franco Oliviero MATTEI | Aggregate remuneration to be received for each financial year of the three-year term of his mandate as an independent non-executive director and a member of the Board committees equal to Euro 140,000.00 plus Euro 20,000.00 for his office as a member of the Supervisory Body. |
| Giancarlo FORESTIERI | Aggregate remuneration to be received for each financial year of the three-year term of his mandate as an independent non-executive director and a member of the Board committees equal to Euro 60,000.00. |
| Sing Cheong LIU | Aggregate remuneration to be received for each financial year of the three-year term of his mandate as an independent non-executive director and a member of the Board committees equal to Euro 60,000.00. |
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.
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Interim Financial Report 2018 - Corporate Governance
29
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.
Directors' interests and short positions in securities
As at June 30, 2018, the Directors of the Company and their associates held the following interests in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("SFO")) as recorded in the register required to be kept by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code:
(a) Long positions in shares and underlying shares of the Company
| Name of Director | Number of Shares | Nature of Interest | Approximate Percentage of Issued Capital |
|---|---|---|---|
| Ms. Miuccia Prada Bianchi | 2,046,470,760 | ||
| (Notes 1 and 2) | Interest of Controlled corporation | 80% | |
| Mr. Patrizio Bertelli | 2,046,470,760 | ||
| (Notes 1 and 3) | Interest of Controlled corporation | 80% |
Notes:
- Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company and is therefore the holding company of the Company.
- Ms. Miuccia Prada Bianchi, owns indirectly through Ludo S.r.l. 53.8% (comprised of 438,460 ordinary shares and 100,000 preference shares) of the capital in Bellatrix S.p.A., which in turn owns 65% (comprised of 1,650 ordinary shares and 300 preference shares) of the capital in Prada Holding S.p.A.. Ms. Miuccia Prada Bianchi is therefore deemed under the SFO to be interested in all the shares registered in the name of Prada Holding S.p.A.. Ms. Miuccia Prada Bianchi is also a director of Prada Holding S.p.A., Bellatrix S.p.A. and Ludo S.r.l..
- Mr. Patrizio Bertelli owns, indirectly through PABE 1 S.r.l. 35% (comprised of 750 ordinary shares and 300 preference shares) of the capital in Prada Holding S.p.A.. Mr. Patrizio Bertelli is therefore deemed under the SFO to be interested in all the shares registered in the name of Prada Holding S.p.A.. Mr. Patrizio Bertelli is also a director of PABE 1 S.r.l..
PRADA Group
Interim Financial Report 2018 - Corporate Governance
The deemed interests of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli in the shares of the Company as at June 30, 2018 are summarized in the following chart:

PRADA Group
Interim Financial Report 2018 - Corporate Governance
31
(b) Long positions in shares and underlying shares of associated corporations
| Name of Director | Name of associated corporations | Class of shares | Number of shares | Nature of Interests | Approximate percentage of Interests |
|---|---|---|---|---|---|
| Ms. Miuccia Prada Bianchi | Prada Holding S.p.A. | Ordinary Shares | 1,650 | Controlled Corporation | 68.75% |
| Prada Holding S.p.A. | Preference Shares | 300 | As above | 50% | |
| Prapar Corporation | Common Shares | 50 | As above | 100% | |
| MFH Munich Fashion Holding GmbH | Registered Share | 1 | As above | 100% | |
| Bellatrix S.p.A. | Ordinary Shares | 438,460 | As above | 49.83% | |
| Bellatrix S.p.A. | Preference Shares | 100,000 | As above | 83.34% | |
| Ludo S.r.l. | Ordinary Shares | 100,311 | Beneficial Owner | 100% | |
| C.I.D. – Cosmetics International Distribution Corp. | Common Share | 1 | Controlled Corporation | 100% | |
| Fratelli Prada S.p.A. | Ordinary Shares | 890,094 | Controlled Corporation | 89.01% | |
| 16,706 | Beneficial Owner | 1.67% | |||
| PH-RE LLC | Capital Contribution (JPY) | 1,000,000 | Controlled Corporation | 100% | |
| Mr. Patrizio Bertelli | Prada Holding S.p.A. | Ordinary Shares | 750 | Controlled corporation | 31.25% |
| Prada Holding S.p.A. | Preference Shares | 300 | As above | 50% | |
| Prapar Corporation | Common Shares | 50 | As above | 100% | |
| MFH Munich Fashion Holding GmbH | Registered Share | 1 | As above | 100% | |
| C.I.D. – Cosmetics International Distribution Corp. | Common Share | 1 | As above | 100% | |
| PH-RE LLC | Capital Contribution (JPY) | 1,000,000 | As above | 100% |
Save as disclosed above, as at June 30, 2018, none of the Directors of the Company or their associates held any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Substantial shareholders’ interests and short positions in securities
As at June 30, 2018, other than the interests of the Directors of the Company as disclosed above, the following persons held interests in the shares or underlying shares of the Company which fall to be disclosed to the Company under Section 336 of the SFO:
| Name of Shareholder | Capacity | Number of Shares | Approximate percentage of issued capital |
|---|---|---|---|
| Long Positions | |||
| Prada Holding S.p.A. | Legal and beneficial owner | 2,046,470,760 | 80.00% |
| Bellatrix S.p.A. | Interest of controlled corporation | 2,046,470,760 | 80.00% |
| Ludo S.r.l. | Interest of controlled corporation | 2,046,470,760 | 80.00% |
| PABE 1 S.r.l. | Interest of controlled corporation | 2,046,470,760 | 80.00% |
| OppenheimerFunds, Inc. | Investment Manager | 130,063,230 | 5.08% |
Note:
Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company. As Ludo S.r.l. owns 53.8% of Bellatrix S.p.A. which in turn owns 65% of Prada Holding S.p.A. and PABE 1 S.r.l. owns 35% of Prada Holding S.p.A., Bellatrix S.p.A., Ludo S.r.l. and PABE 1 S.r.l. are all deemed to be interested in the 2,046,470,760 shares held by Prada Holding S.p.A..
PRADA Group
Interim Financial Report 2018 - Corporate Governance
Interim condensed consolidated financial statements
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
33
Consolidated Statement of financial position
| (amounts in thousands of Euro) | Note | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- | --- |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | 6 | 880,953 | 892,610 |
| Trade receivables, net | 7 | 290,649 | 289,973 |
| Inventories, net | 8 | 612,660 | 569,929 |
| Derivative financial instruments – current | 9 | 6,096 | 13,923 |
| Receivables from, and advance payments to, related parties - current | 10 | 6,635 | 6,107 |
| Other current assets | 11 | 188,299 | 192,072 |
| Total current assets | | 1,985,292 | 1,964,614 |
| Non-current assets | | | |
| Property, plant and equipment | 12 | 1,526,596 | 1,522,782 |
| Intangible assets | 13 | 927,042 | 921,458 |
| Associated undertakings | 14 | 9,156 | 8,416 |
| Deferred tax assets | 33 | 215,578 | 209,402 |
| Other non-current assets | 15 | 103,642 | 110,698 |
| Derivative financial instruments - non-current | 9 | 3,051 | 2,005 |
| Total non-current assets | | 2,785,065 | 2,774,761 |
| Total Assets | | 4,770,357 | 4,739,375 |
| Liabilities and Shareholders' Equity | | | |
| Current liabilities | | | |
| Short-term financial payables and bank overdraft | 16 | 611,562 | 352,971 |
| Payables to related parties – current | 17 | 4,418 | 4,488 |
| Trade payables | 18 | 301,427 | 313,697 |
| Tax payables | 19 | 80,555 | 68,116 |
| Derivative financial instruments - current | 9 | 13,529 | 7,654 |
| Other current liabilities | 20 | 138,343 | 157,346 |
| Total current liabilities | | 1,149,834 | 904,272 |
| Non-current liabilities | | | |
| Long-term financial payables | 21 | 505,008 | 638,954 |
| Long-term employee benefits | 22 | 61,521 | 61,444 |
| Provision for risks and charges | 23 | 57,285 | 61,815 |
| Deferred tax liabilities | 32 | 31,031 | 32,012 |
| Other non-current liabilities | 24 | 165,535 | 167,595 |
| Derivative financial instruments non-current | 9 | 6,336 | 7,112 |
| Total non-current liabilities | | 826,716 | 968,932 |
| Total Liabilities | | 1,976,550 | 1,873,204 |
| Share capital | | 255,882 | 255,882 |
| Total other reserves | | 2,395,246 | 2,375,084 |
| Translation reserve | | 19,370 | (4,035) |
| Net income for the period | | 105,668 | 217,721 |
| Net Equity attributable to owners of the Group | 25 | 2,776,166 | 2,844,652 |
| Net Equity attributable to Non-controlling interests | 26 | 17,641 | 21,519 |
| Total Net Equity | | 2,793,807 | 2,866,171 |
| Total Liabilities and Total Net Equity | | 4,770,357 | 4,739,375 |
| Net current assets | | 835,458 | 1,060,342 |
| Total Assets less current Liabilities | | 3,620,523 | 3,835,103 |
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
Consolidated Statement of Profit or Loss
| (amounts in thousands of Euro) | Note | six months ended June 30 2018 (unaudited) | % | six months ended July 31 2017 (unaudited) | % |
|---|---|---|---|---|---|
| Net Revenues | 27 | 1,535,326 | 100% | 1,468,636 | 100% |
| Cost of goods sold | 28 | (429,474) | -28.0% | (379,995) | -25.9% |
| Gross margin | 1,105,852 | 72.0% | 1,088,641 | 74.1% | |
| Operating expenses | 29 | (946,664) | -61.6% | (921,804) | -62.7% |
| EBIT | 159,188 | 10.4% | 166,837 | 11.4% | |
| Interest and other financial income / (expenses), net | 30 | (10,752) | -0.7% | (890) | -0.1% |
| Dividends from investments | 31 | 302 | 0.0% | 357 | 0.0% |
| Income before taxation | 148,738 | 9.7% | 166,304 | 11.3% | |
| Taxation | 32 | (43,574) | -2.9% | (50,222) | -3.4% |
| Net income for the period | 105,164 | 6.8% | 116,082 | 7.9% | |
| Net income - Non-controlling interests | 26 | (504) | 0.0% | 340 | 0.0% |
| Net income - Group | 25 | 105,668 | 6.9% | 115,742 | 7.9% |
| Basic and diluted earnings per share (in Euro per share) | 33 | 0.041 | 0.045 |
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
Consolidated Statement of cash flows
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Income before taxation | 148,738 | 166,303 |
| Profit or loss adjustments | ||
| Depreciation and amortization | 109,871 | 108,334 |
| Impairment of property, plant and equipment and intangible assets | 1,747 | 4,382 |
| Non-monetary financial (income) expenses | 12,152 | (12,487) |
| Other non-monetary charges | 10,647 | 9,899 |
| Balance Sheet changes | ||
| Other non-current assets and liabilities | (11,970) | (10,799) |
| Trade receivables, net | (1,365) | 13,134 |
| Inventories, net | (41,106) | (54,017) |
| Trade payables | (11,967) | 25,265 |
| Other current assets and liabilities | (14,491) | (16,932) |
| Cash flows from operating activities | 202,256 | 233,082 |
| Interest paid, net | (1,446) | (7,318) |
| Taxes paid | (20,792) | (17,608) |
| Net cash flows from operating activities | 180,018 | 208,156 |
| Purchases of property, plant and equipment and intangible assets | (139,065) | (103,869) |
| Disposals of property, plant and equipment and intangible assets | 1,638 | 841 |
| Dividends from investments | 302 | - |
| Acquisition of additional shares from Non-Controlling Interests | (2,000) | (1,275) |
| Net cash flow utilized by investing activities | (139,125) | (104,303) |
| Dividends paid to shareholders of PRADA Spa | (181,912) | (307,059) |
| Dividends paid to non-controlling shareholders | (3,835) | (451) |
| Repayment of short-term portion of long-term borrowings | (39,227) | (26,909) |
| Arrangement of long-term borrowings | 103,875 | 8,668 |
| Change in short-term borrowings | 52,371 | 218,623 |
| Share capital increases by non-controlling shareholders of subsidiaries | 297 | 89 |
| Cash flows generated/(utilized) by financing activities | (68,431) | (107,039) |
| Change in cash and cash equivalents, net of bank overdrafts | (27,538) | (3,186) |
| Foreign exchange differences | 15,881 | (49,686) |
| Opening cash and cash equivalents, net of bank overdraft | 892,610 | 722,214 |
| Closing cash and cash equivalents, net of bank overdraft | 880,953 | 669,342 |
| Cash and cash equivalents | 880,953 | 669,730 |
| Bank overdraft | - | (388) |
| Closing cash and cash equivalents, net of bank overdraft | 880,953 | 669,342 |
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
Consolidated Statement of comprehensive income
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | eleven months ended December 31 2017 (audited) | six months ended July 31 2017 (unaudited) |
|---|---|---|---|
| Net income for the period – Consolidated | 105,164 | 218,017 | 116,082 |
| A) Items recyclable to P&L: | |||
| Change in Translation Reserve | 23,824 | (151,016) | (122,894) |
| Tax impact | - | - | - |
| Change in Translation Reserve less tax impact | 23,824 | (151,016) | (122,894) |
| Change in Cash Flow Hedge reserve | (6,710) | 5,729 | 13,477 |
| Tax impact | 1,853 | (1,105) | (3,265) |
| Change in Cash Flow Hedge reserve less tax impact | (4,857) | 4,624 | 10,212 |
| Change in Fair Value reserve | 740 | (3,362) | (2,475) |
| Tax impact | - | (552) | 572 |
| Change in Fair Value reserve less tax impact | 740 | (3,914) | (1,903) |
| B) Items not recycled to P&L: | |||
| Change in Actuarial reserve | - | 1,921 | - |
| Tax impact | - | (330) | - |
| Change in Actuarial reserve less tax impact | - | 1,591 | - |
| Consolidated comprehensive income for the period | 124,871 | 69,302 | 1,497 |
| Comprehensive income for the period - Non Controlling Interests | (82) | (1,907) | (1,411) |
| Comprehensive income for the period - Group | 124,953 | 71,209 | 2,908 |
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
Consolidated Statement of changes in equity (1 of 2) (amounts in thousands of Euro, except number of shares)
| (amounts in thousands of Euro) | Number of shares | Share Capital | Translation reserve | Share premium reserve | Cash flow hedge reserve | Actuarial reserve | Fair Value Available for sale Reserve | Other reserves | Total other reserves | Net income for period | Equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity attributable to owners of the Group | Equity attributable to Non- controlling interests | Total Net Equity | |||||||||||
| 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 shareholders | - | - | - | - | - | - | - | - | - | - | - | 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 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Dividends | - | - | - | - | - | - | - | - | - | - | - | (563) | (563) |
| Transactions with Non-controlling shareholders | - | - | - | - | - | - | - | - | - | - | - | (12) | (12) |
| Comprehensive income for the five months (recyclable to P&L) | - | - | (27,671) | - | (5,588) | - | (2,011) | (4) | (7,603) | 101,979 | 66,705 | (483) | 66,222 |
| Comprehensive income for the five months (not recyclable to P&L) | - | - | - | - | - | 1,602 | - | - | 1,602 | - | 1,602 | (13) | 1,589 |
| Balance at December 31, 2017 (audited) | 2,558,824,000 | 255,882 | (4,035) | 410,047 | (3,273) | (4,103) | (5,570) | 1,977,983 | 2,375,084 | 217,721 | 2,844,652 | 21,519 | 2,866,171 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
Consolidated Statement of changes in equity (2 of 2) (amounts in thousands of Euro, except number of shares)
| (amounts in thousands of Euro) | Number of shares | Share Capital | Translation reserve | Share premium reserve | Cash flow hedge reserve | Actuarial reserve | Fair Value Available for sale Reserve | Other reserves | Total other reserves | Net income for period | Equity | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity attributable to owners of the Group | Equity attributable to Non-ontrolling interests | Total Net Equity | |||||||||||
| Balance at December 31, 2017 (audited) | 2,558,824,000 | 255,882 | (4,035) | 410,047 | (3,273) | (4,103) | (5,570) | 1,977,983 | 2,375,084 | 217,721 | 2,844,652 | 21,519 | 2,866,171 |
| First Time Adoption IFRS 9 – Allowance for bad and doubtful debts | - | - | - | - | - | - | - | (1,724) | (1,724) | - | (1,724) | (33) | (1,757) |
| First Time Adoption IFRS 9 – Derivatives | - | - | - | - | (2,063) | - | - | 2,063 | - | - | - | - | - |
| Balance at January 1, 2018 (unaudited) | 2,558,824,000 | 255,882 | (4,035) | 410,047 | (5,336) | (4,103) | (5,570) | 1,978,322 | 2,373,360 | 217,721 | 2,842,928 | 21,486 | 2,864,414 |
| Allocation of 2017 net income | - | - | - | - | - | - | - | 217,721 | 217,721 | (217,721) | - | - | - |
| Dividends | - | - | - | - | - | - | - | (191,912) | (191,912) | - | (191,912) | (3,835) | (195,747) |
| Transactions with Non-controlling shareholders | - | - | - | - | - | - | - | 197 | 197 | - | 197 | (225) | (28) |
| Capital injection in subsidiaries | - | - | - | - | - | - | - | - | - | - | - | 297 | 297 |
| Comprehensive income for the six months (recyclable to P&L) | - | - | 23,405 | - | (4,857) | - | 740 | (3) | (4,120) | 105,668 | 124,953 | (82) | 124,871 |
| Balance at June 30, 2018 (unaudited) | 2,558,824,000 | 255,882 | 19,370 | 410,047 | (10,193) | (4,103) | (4,830) | 2,004,325 | 2,395,246 | 105,668 | 2,776,166 | 17,641 | 2,793,807 |
The accounting policies and the notes are an integral part of the consolidated financial statements.
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
PRADA Group
Interim Financial Report 2018 - Interim condensed consolidated financial statements
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Notes to the Interim condensed consolidated Financial Statements
41
1. General information
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 of Pasticceria Marchesi 1824, it has made its entry into the food industry, where it is positioned at the highest levels in terms of quality.
The Group's products are sold in 70 countries worldwide through a network that included 629 Directly Operated Stores (DOS) at June 30, 2018 and a selected network of luxury department stores, independent retailers, franchise stores and on-line distributors (e-tailers).
The Company is a joint-stock company, registered and domiciled in Italy. Its registered office is in via Antonio Fogazzaro 28, Milan, Italy.
The Interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors of PRADA spa on August 1, 2018.
2. Basis of preparation
The unaudited Interim condensed consolidated financial statements of the Prada Group for the six months ended June 30, 2018, including the "Consolidated Statement of financial position", the "Consolidated Statement of profit or loss", the "Consolidated statement of cash flows", the "Consolidated Statement of comprehensive income", the "Consolidated Statement of changes in equity", and the "Notes to the Interim condensed consolidated Financial Statements", have been prepared in accordance with the "IAS 34 Interim Financial Reporting".
These Interim condensed consolidated financial statements should be read together with the Consolidated financial statements of the Prada Group for the eleven months ended December 31, 2017 that were prepared in accordance with the International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board ("IASB") as endorsed by the European Union.
At the date of presentation of these Interim condensed consolidated financial statements, there were no differences between IFRSs as endorsed by the European Union and applicable to the Prada Group and those issued by the IASB.
IFRSs also refer to all International Accounting Standards ("IAS") and all interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), previously called the Standing Interpretations Committee ("SIC").
The Group has prepared the Interim condensed consolidated Statement of financial position presenting separately current and non-current assets and liabilities. All the details needed for an accurate and complete information are provided in the Notes to the Interim condensed consolidated Financial Statements. The Consolidated Statement of profit or loss is classified by destination. The cash flow information is provided in the Consolidated Statement of cash flows which has been prepared under the indirect method.
The Interim condensed consolidated financial statements have been prepared on a going concern basis and are presented in Euro which is also the functional currency of PRADA spa.
In accordance with IFRSs, the preparation of Consolidated financial statements requires
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
management to make estimates and assumptions when determining the values of certain types of assets, liabilities, revenues and costs and when assessing contingent assets and liabilities.
3. New IFRS and Amendments to IFRS
New Standards and Amendments issued by the IASB, endorsed by the European Union and applicable to the Prada Group from January 1, 2018.
| New Standards IFRS and Amendments to existing Standards | Effective date for Prada Group | EU endorsement date |
|---|---|---|
| IFRS 9 Financial Instruments | January 1, 2018 | Endorsed in November 2016 |
| IFRS 15 Revenue from Contracts with Customers | January 1, 2018 | Endorsed in September 2016 |
| Amendments to IFRS 4 | January 1, 2018 | Endorsed in November 2017 |
| Clarifications to IFRS 15 Revenue from Contracts with Customers | January 1, 2018 | Endorsed in October 2017 |
| 2014-2016 Cycle affecting IFRS 1, IAS 28, IFRS 12 | January 1, 2018 | Endorsed in February 2018 |
| IFRS 2 Classification and Measurement of Share-based Payment Transactions | January 1, 2018 | Endorsed in February 2018 |
| IAS 40: Transfers of Investment Property | January 1, 2018 | Endorsed in March 2018 |
| IFRIC Interpretation 22: “Foreign Currency Transactions and Advance Consideration” | January 1, 2018 | Endorsed in March 2018 |
IFRS 9 Financial Instruments
On January 1, 2018 IFRS 9 "Financial Instruments" replaced IAS 39 "Financial Instruments: Recognition and Measurement". The new standard had two applications for the Group.
The first relates to the new "expected loss" impairment model replacing the previous "incurred loss" model. In response to this new method for measuring financial assets, which for the Prada Group are the trade receivables, a new impairment procedure was developed deriving in part from the commercial scoring system already used, which is based on the probabilities of default of the country in which the counterparty operates and of the counterparty itself. The new standard was adopted without restating the December 31, 2017 balances, and the effect on the opening reserves was Euro 1.7 million, net of taxes.
A second application refers to a different way to account for derivatives, which is now to recognize all fair value changes in the cash flow hedge reserve, on the condition that the cash flow being hedged does not already affect profit or loss (as per IAS 39). The new standard was adopted without restating the December 31, 2017 balances, and it resulted in a reclassification within equity between the "cash flow hedge reserve" and "other reserves" of Euro 2.1 million, net of taxes.
IFRS 15 Revenue from Contracts with Customers
On January 1, 2018, IFRS 15 "Revenue from Contracts with Customers" fully replaced IAS 18 "Revenue" and IAS 11 "Construction Contracts". The new standard was adopted by the Group without retroactive effects on previous periods and did not anyway impact the opening equity as at January 1, 2018. The only effects, although immaterial, of adopting the new standard regard a different classification of some components of income in the statement of profit or loss and a different method for recognizing future liabilities for returns of finished products. The latter change resulted in an increase in the current liabilities accounted for at December 31, 2017, with a corresponding new inventory item, "return assets" (Euro 4.6 million at January 1, 2018).
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
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, 2019.
| New Standards IFRS and Amendments to existing standards | Effective date for Prada Group | EU endorsement status |
|---|---|---|
| IFRS 16 Leases | January 1, 2019 | Endorsed in October 2017 |
| IFRS 9: Prepayment Features with Negative Compensation | January 1, 2019 | Endorsed in March 2018 |
As reported in the 2017 Annual Report, the adoption of IFRS 16 "Leases" will have a material impact on the Prada Group's statement of profit or loss and statement of financial position.
In 2017, following the creation of a multidisciplinary team to deal with the transition to the new standard, a proper IT solution was determined and then started to be implemented in early 2018. The goal of the new IT architecture is to meet the new reporting requirements and improve the corporate processes involved in the management of leased assets. The solutions were designed to ensure full integration with the transactional systems (not all countries where the Group operates adopt IFRS 16), and an adequate internal control level based on process standardization and automation.
The impact of the new standard cannot be fully quantified due to some interpretative uncertainty regarding the legislation of the various countries where the Group operates and the different contractual cases. The Group is monitoring carefully the main trends so that it can adopt the new standard completely by the end of the year. In any case, the scale of impact on the statement of financial position remains in line with the commitments for future lease payments (Euro 2.6 billion), as reported in the 2017 Annual Report.
New Standards, changes and operational guidelines issued by the IASB, not yet endorsed by the European Union at the date of this Interim condensed consolidated financial statements.
| New Standards | Effective date for the Prada Group | EU endorsement status |
|---|---|---|
| IFRS 17 Insurance Contracts | January 1, 2021 | Not endorsed yet |
| IFRIC Interpretation 23: “Uncertainty over Income Tax Treatments” | January 1, 2019 | Not endorsed yet |
| Amendments to existing Standards | Effective date for the Prada Group | EU endorsement status |
| IAS 28: Long-term Interests in Associates and Joint Ventures | January 1, 2019 | Not endorsed yet |
| 2015-2017 Cycle affecting IFRS 3, IFRS 11, IAS 12, IAS 23 | January 1, 2019 | Not endorsed yet |
| IAS 19: Plan Amendment, Curtailment or Settlement | January 1, 2019 | Not endorsed yet |
| Amendments to References to the Conceptual Framework in IFRS Standards | January 1, 2020 | Not endorsed yet |
As at the date of these Interim condensed consolidated financial statements, the Directors have not yet completed the analysis necessary to assess the impacts of the above reported new standards, amendments and operational guides not yet endorsed by the European Union.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
4. Mergers and acquisitions
On January 11, 2018 the deed of transfer to PRADA spa for the remaining 20% stake in Angelo Marchesi srl was finalized. On March 29, 2018, in order to simplify the corporate structure of the three Group's companies operating in the food industry, Montenapoleone 9 srl and Isarcodue srl were merged into the aforementioned Marchesi Angelo srl, now Marchesi 1824 srl. The merger became effective from April 1, 2018.
On May 22, 2018 the liquidation of TRS New Zealand Limited was completed.
5. Operating segments
"IFRS 8 Operating Segments" requires that detailed information be provided for each operating segment that makes up the business. An operating segment is defined as a business division whose operating results are regularly reviewed by top management in order to allocate appropriate resources to the segment and assess its performance.
Because of the Group's matrix-based organizational structure (whereby responsibility is assigned cross-functionally in relation to brands, products, distribution channels and geographical areas), the complementary nature of the various brands' production processes and the many relationships between the different business divisions, it is not possible to designate operating segments as defined by IFRS 8 since the top management is only provided with the financial performance on a Group-wide level. For this reason, the business is considered a single operating segment, as it better represents the specific characteristics of the Prada Group business model.
Net revenues
Detailed information on net revenues by distribution channel, brand, geographical area and product are provided in the Financial Review together with additional comments.
Geographical information
The following table reports the carrying amount of the Group's non-current assets by geographical area, as requested by "IFRS 8 Operating Segments" for entities, like the Prada Group, that have a single reportable segment.
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Europe | 2,020,548 | 2,005,887 |
| USA | 192,634 | 193,757 |
| Asia Pacific | 216,111 | 235,010 |
| Japan | 78,391 | 81,709 |
| Middle East and Africa | 45,714 | 34,015 |
| Total | 2,553,398 | 2,550,378 |
The total amount of Euro 2,553.4 million (Euro 2,550.4 million at December 31, 2017) relates to the Group's non-current assets with the exception of derivative financial instruments, deferred tax assets and the pension fund surplus, as required by IFRS 8.
6. Cash and cash equivalents
Cash and cash equivalents are detailed as follow:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Cash on hand | 45,227 | 66,162 |
| Bank deposit accounts | 581,805 | 477,950 |
| Bank current accounts | 253,921 | 348,498 |
| Total cash and cash equivalent | 880,953 | 892,610 |
Bank deposits accounts are broken down by currency as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Renmimbi | 52,613 | 66,611 |
| US Dollar | 207 | 1,868 |
| Korean Won | 13,495 | 12,269 |
| Hong Kong Dollar | 503,311 | 387,212 |
| Other currencies | 12,179 | 9,990 |
| Total bank deposit accounts | 581,805 | 477,950 |
Bank current accounts are broken down by currency as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Euro | 82,279 | 188,438 |
| US Dollar | 91,113 | 74,525 |
| Korean Won | 1,910 | 1,473 |
| Hong Kong Dollar | 6,783 | 7,058 |
| GB Pound | 11,748 | 8,408 |
| Other currencies | 60,088 | 68,596 |
| Total bank current accounts | 253,921 | 348,498 |
At June 30, 2018, bank current accounts and bank deposit accounts generated interest income of between 0% and 6.4% per year (between 0% and 6.8% at December 31, 2017).
The Group maintains that there is no significant risk regarding bank current accounts as their use is strictly connected with the business operations and corporate processes and, as a result, the number of parties involved is fragmented.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
7. Trade receivables, net
Trade receivables are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Trade receivables - third parties | 288,964 | 284,602 |
| Allowance for bad and doubtful debts | (10,230) | (7,892) |
| Trade receivables - related parties | 11,915 | 13,263 |
| Total | 290,649 | 289,973 |
Trade receivables from related parties mainly refer to the sale of finished products to Fratelli Prada spa, a related company and franchisee of the Prada Group.
Movements during the period in the allowance for bad and doubtful debts are as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Opening Balance | 7,892 | 6,654 |
| IFRS 9 First time Adoption - Bad Debt Provision | 2,246 | - |
| Exchange differences | 44 | (171) |
| Increases | 150 | 1,926 |
| Utilization | (102) | (517) |
| Closing Balance | 10,230 | 7,892 |
The following table contains a summary, by due date, of total receivables before the allowance for bad and doubtful debts at the reporting date:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | Not
overdue | Overdue (in days) | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade receivables | 300,879 | 260,480 | 16,139 | 5,942 | 4,970 | 1,652 | 11,696 |
| Total | 300,879 | 260,480 | 16,139 | 5,942 | 4,970 | 1,652 | 11,696 |
| (amounts in thousands of Euro) | December 31
2017
(audited) | Not
overdue | Overdue (in days) | | | | |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade receivables | 297,865 | 267,271 | 9,871 | 6,225 | 2,052 | 1,622 | 10,824 |
| Total | 297,865 | 267,271 | 9,871 | 6,225 | 2,052 | 1,622 | 10,824 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
The following table contains a summary, by due date, of trade receivables less the allowance for bad and doubtful accounts at the reporting date:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | Not
overdue | Overdue (days) | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade receivables less provision
for doubtful debts | 290,649 | 257,843 | 16,139 | 5,942 | 4,970 | 1,652 | 4,103 |
| Total | 290,649 | 257,843 | 16,139 | 5,942 | 4,970 | 1,652 | 4,103 |
| (amounts in thousands of Euro) | December
31
2017
(audited) | Not
overdue | Overdue (days) | | | | |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade receivables less allowance
for doubtful accounts | 289,973 | 267,133 | 9,871 | 6,225 | 2,052 | 1,622 | 3,070 |
| Total | 289,973 | 267,133 | 9,871 | 6,225 | 2,052 | 1,622 | 3,070 |
8. Inventories, net
Inventories can be broken down as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Raw materials | 107,889 | 102,246 |
| Work in progress | 41,058 | 30,556 |
| Finished products | 500,105 | 484,709 |
| Allowance for obsolete and slow-moving inventories | (42,260) | (47,582) |
| Total | 606,792 | 569,929 |
| Return assets | 5,868 | - |
| Total, net | 612,660 | 569,929 |
The increase in the inventory compared to December 31, 2017 was consistent with the seasonal production and store procurement.
The changes in the provision for obsolete and slow-moving inventories are as follows:
| (amounts in thousands of Euro) | Raw materials | Finished Products | Total |
|---|---|---|---|
| Balance at December 31, 2017 (audited) | 23,774 | 23,808 | 47,582 |
| Exchange differences | - | (58) | (58) |
| Increase | - | 659 | 659 |
| Utilization | (39) | (5,884) | (5,923) |
| Balance at June 30, 2018 (unaudited) | 23,735 | 18,525 | 42,260 |
The utilization of the allowance related to the scrapping of items written down in prior years.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
9. Derivative financial instruments: assets and liabilities
Derivative financial instruments: assets and liabilities, current and non-current portion:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Financial assets regarding derivative instruments – current | 6,096 | 13,923 |
| Financial assets regarding derivative instruments – non-current | 3,051 | 2,005 |
| Total Financial Assets - Derivative financial instruments | 9,147 | 15,928 |
| Financial liabilities regarding derivative instruments – current | (13,529) | (7,654) |
| Financial liabilities regarding derivative instruments – non-current | (6,336) | (7,112) |
| Total Financial Liabilities - Derivative financial instruments | (19,865) | (14,766) |
| Net carrying amount - current and non-current | (10,718) | 1,162 |
The net carrying amount of derivatives, both the current and the non-current portion, has the following composition:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) | IFRS7
Category |
| --- | --- | --- | --- |
| Forward contracts | 9,147 | 15,721 | Level II |
| Options | - | 207 | Level II |
| Positive fair value | 9,147 | 15,928 | |
| Forward contracts | (9,095) | (3,573) | Level II |
| Options | (870) | (501) | Level II |
| Interest rate swaps | (9,900) | (10,692) | Level II |
| Negative fair value | (19,865) | (14,766) | |
| Net carrying amount – current and non-current | (10,718) | 1,162 | |
All of the above derivative instruments are qualified as Level II of the fair value hierarchy proposed by IFRS 7. The Group has not entered into any derivative contracts that could be qualified as Level I or III.
The fair values of derivatives arranged to hedge interest rate risks (interest rate swaps, "IRS") and of derivatives arranged to hedge foreign exchange rate risks (forward contracts and options) were determined by using one of the most widely used valuation platforms on the financial market and are based on the interest rate curves and on spot and forward exchange rates at the reporting date.
The Group entered into the derivative contracts in the course of its risk management activities, in order to hedge financial risks stemming from exchange and interest rate fluctuation.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Foreign exchange rate transactions
The cash flows resulting from the Group's international activities are exposed to exchange rate volatility. In order to hedge this risk, the Group enters into options and forward sale and purchase agreements, so as to guarantee the value of identified cash flows in Euro (or in other currencies used locally). The projected future cash flows mainly regard the collection of trade receivables, the settlement of trade payables and financial cash flows.
At the reporting date, the notional amounts of the derivative contracts designated as foreign exchange risk hedges (translated at the European Central Bank exchange rate at June 30, 2018) are as stated below.
Contracts in effect as of June 30, 2018 to hedge projected future trade cash flows:
| (amounts in thousands of Euro) | Forward sale contracts (*) | Forward purchase contracts (*) | June 30 2018 (unaudited) |
|---|---|---|---|
| Currency | |||
| Canadian Dollar | 9,365 | - | 9,365 |
| Chinese Renminbi | 71,595 | (12,881) | 58,714 |
| GB Pound | 40,460 | (2,956) | 37,504 |
| Hong Kong Dollar | 43,950 | - | 43,950 |
| Japanese Yen | 41,460 | - | 41,460 |
| Korean Won | 27,377 | - | 27,377 |
| Russian Ruble | 5,878 | - | 5,878 |
| Singapore Dollar | 10,539 | - | 10,539 |
| Swiss Franc | 5,143 | - | 5,143 |
| US Dollar | 73,340 | (16,311) | 57,029 |
| Other currencies | 23,302 | - | 23,302 |
| Total | 352,409 | (32,148) | 320,261 |
(*) Positive figures represent forward sales, negative figures represent forward purchases of currency
Contracts in effect as of June 30, 2018 to hedge projected future financial cash flows:
| (amounts in thousands of Euro) | Forward sale contracts (*) | Forward purchase contracts (*) | June 30 2018 (unaudited) |
|---|---|---|---|
| Currency | |||
| GB Pound | 20,315 | - | 20,315 |
| Japanese Yen | 9,299 | - | 9,299 |
| Swiss Franc | 49,270 | - | 49,270 |
| US Dollar | 9,328 | (54,469) | (45,141) |
| Other currencies | 9,331 | - | 9,331 |
| Total | 97,543 | (54,469) | 43,074 |
(*) Positive figures represent forward sales, negative figures represent forward purchases of currency
All contracts in place as at June 30, 2018 will mature within 12 months, except for some forward contracts to hedge future financial cash flows which mature after June 30, 2019 and whose notional net amount is Euro 60.7 million (referring entirely to forward sale contracts).
All contracts in place at the reporting date were entered into with major financial institutions, and no counterparties are expected to default.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Interest rate transactions
The Group enters into interest rate swaps (IRS) in order to hedge the risk of interest rate fluctuations on bank loans. The key features of the IRS agreements in place as at June 30, 2018 and December 31, 2017 are summarized as follows:
| Interest Rate Swap (IRS) Agreement | Hedged loan | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Contract | Currency | Notional amount | Interest rate | Maturity date | June 30, 2018 (unaudited) | Currency | Type of debt | Amount | Expiry |
| IRS | Euro/000 | 44,000 | 1.457% | May-2030 | (2,226) | Euro/000 | Term loan | 44,000 | May-2030 |
| IRS | Euro/000 | 60,000 | 0.105% | Mar-2019 | (187) | Euro/000 | Term loan | 60,000 | Mar-2019 |
| IRS | Euro/000 | 90,000 | 0.013% | Feb-2021 | (409) | Euro/000 | Term loan | 90,000 | Feb-2021 |
| IRS | Euro/000 | 100,000 | 0.252% | Jun-2021 | (870) | Euro/000 | Term loan | 100,000 | Jun-2021 |
| IRS | GBP/000 | 54,975 | 2.778% | Jan-2029 | (6,122) | GBP/000 | Term loan | 54,975 | Jan-2029 |
| IRS | Yen/000 | 1,200,000 | 1.360% | Mar-2020 | (86) | Yen/000 | Term loan | 1,200,000 | Mar-2020 |
| Total fair value (amounts in thousands of Euro) | (9,900) |
The IRS convert the variable interest rates on bank loans into fixed interest rates. They have been arranged with major financial institutions, and no counterparties are expected to default.
10. Receivables from, and advance payments to, related parties
Receivables from, and advances to, related parties current are detailed below:
| (amounts in thousands of Euro) | June 30 2018 (unaudited) | December 31 2017 (audited) |
|---|---|---|
| Prepaid sponsorships | 787 | - |
| Other receivables and advances | 5,848 | 6,107 |
| Receivables from and advances to related parties - current | 6,635 | 6,107 |
Additional information on related party transactions is provided in Note 36.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
11. Other current assets
The other current assets are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| VAT | 41,309 | 42,444 |
| Income tax and other tax receivables | 44,388 | 69,652 |
| Other assets | 20,068 | 18,755 |
| Prepayments | 68,240 | 52,779 |
| Deposits | 14,294 | 8,442 |
| Total | 188,299 | 192,072 |
Other assets
The other assets are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Advances | 3,786 | 1,760 |
| Incentives for retail investments | 4,470 | 5,247 |
| Other receivables | 11,812 | 11,748 |
| Total | 20,068 | 18,755 |
Prepayments
The prepayments are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Rental costs | 21,769 | 16,889 |
| Insurance | 2,593 | 1,809 |
| Design Costs | 11,490 | 11,743 |
| Fashion shows and advances on advertising campaigns | 12,643 | 8,363 |
| Amortized costs on loans | 820 | 820 |
| Other | 18,925 | 13,155 |
| Total | 68,240 | 52,779 |
The prepaid design costs mainly consist of costs incurred to design collections that will generate revenue after the reporting period.
Deposits
The deposits refer primarily to security deposits paid under retail leases.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
12. Property, plant and equipment
Historical cost and accumulated depreciation are set forth below:
| (amounts in thousands of Euro) | Land and buildings | Production plant and machinery | Leasehold improvements | Furniture & fittings | Other tangibles | Assets under construction | Total |
|---|---|---|---|---|---|---|---|
| Historical cost | 767,797 | 183,162 | 1,319,813 | 434,511 | 191,240 | 91,006 | 2,987,529 |
| Accumulated depreciation | (108,447) | (137,425) | (862,814) | (259,040) | (97,021) | - | (1,464,747) |
| Net carrying amount at December 31, 2017 (audited) | 659,350 | 45,737 | 456,999 | 175,471 | 94,219 | 91,006 | 1,522,782 |
| (amounts in thousands of Euro) | Land and buildings | Production plant and machinery | Leasehold improvements | Furniture & fittings | Other tangibles | Assets under construction | Total |
| Historical cost | 825,145 | 193,017 | 1,345,295 | 453,269 | 179,081 | 58,895 | 3,054,702 |
| Accumulated depreciation | (117,895) | (141,587) | (902,976) | (269,055) | (96,593) | - | (1,528,106) |
| Net carrying amount at June 30, 2018 (unaudited) | 707,250 | 51,430 | 442,319 | 184,214 | 82,488 | 58,895 | 1,526,596 |
The changes in the carrying amount during the six months ended June 30, 2018 were 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 December 31, 2017 (audited) | 659,350 | 45,737 | 456,999 | 175,471 | 94,219 | 91,006 | 1,522,782 |
| Additions | 15,133 | 6,565 | 33,167 | 13,804 | 1,991 | 29,828 | 100,488 |
| Depreciation | (8,833) | (4,480) | (55,787) | (16,811) | (5,997) | - | (91,908) |
| Disposals | (1) | (35) | (19) | (334) | (8,039) | - | (8,428) |
| Exchange differences | 489 | (1) | 4,373 | 1,477 | 66 | 165 | 6,569 |
| Other movements | 41,112 | 3,644 | 4,586 | 11,167 | 273 | (62,019) | (1,237) |
| Impairment | - | - | (1,000) | (560) | (25) | (85) | (1,670) |
| Balance at June 30, 2018 (unaudited) | 707,250 | 51,430 | 442,319 | 184,214 | 82,488 | 58,895 | 1,526,596 |
Capital expenditure was invested in the retail area primarily for renovation and relocation projects, as well as for the store openings of the period concentrated at the prestigious SKP mall in Xi'an, in China, and the Dubai Mall in the U.A.E. Other capital expenditure was used to build up production structures and enhance the corporate spaces in Italy.
The impairment of Euro 1,7 million referred principally to the store closures and to the retail restyling projects.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
13. Intangible assets
Historical cost and accumulated amortization are set forth below:
| (amounts in thousands of Euro) | Trademarks | Goodwill | Store Lease Acquisitions | Software | Other intangibles | Assets in progress | Total |
|---|---|---|---|---|---|---|---|
| Historical cost | 402,693 | 547,808 | 209,702 | 116,828 | 63,143 | 31,062 | 1,371,236 |
| Accumulated depreciation | (153,703) | (29,472) | (132,973) | (81,743) | (51,887) | - | (449,778) |
| Net carrying amount at December 31, 2017 (audited) | 248,990 | 518,336 | 76,729 | 35,085 | 11,256 | 31,062 | 921,458 |
| (amounts in thousands of Euro) | Trademarks | Goodwill | Store Lease Acquisitions | Software | Other intangibles | Assets in progress | Total |
| Historical cost | 403,619 | 547,843 | 234,223 | 127,207 | 63,145 | 15,494 | 1,391,531 |
| Accumulated depreciation | (160,691) | (29,496) | (134,516) | (86,855) | (52,931) | - | (464,489) |
| Net carrying amount at June 30, 2018 (unaudited) | 242,928 | 518,347 | 99,707 | 40,352 | 10,214 | 15,494 | 927,042 |
The changes in the carrying amount during the six months ended June 30, 2018 were as follows:
| (amounts in thousands of Euro) | Trademarks | Goodwill | Store Lease Acquisitions | Software | Other intangibles | Assets in progress | Total |
|---|---|---|---|---|---|---|---|
| Balance at December 31, 2017 (audited) | 248,990 | 518,336 | 76,729 | 35,085 | 11,256 | 31,062 | 921,458 |
| Additions | 828 | - | 11,825 | 4,057 | 16 | 8,523 | 25,249 |
| Amortization | (6,954) | - | (4,832) | (5,118) | (1,058) | - | (17,962) |
| Disposals | - | - | (1,634) | (4) | - | - | (1,638) |
| Exchange differences | 64 | 11 | (31) | 7 | - | (23) | 28 |
| Other movements | - | - | 17,650 | 6,325 | - | (23,990) | (15) |
| Impairment | - | - | - | - | - | (78) | (78) |
| Balance at June 30, 2018 (unaudited) | 242,928 | 518,347 | 99,707 | 40,352 | 10,214 | 15,494 | 927,042 |
The carrying amount of trademarks at the reporting date is broken down as follows:
| (amounts in thousands of Euro) | June 30 2018 (unaudited) | December 31 2017 (audited) |
|---|---|---|
| Miu Miu | 141,225 | 144,005 |
| Church's | 80,768 | 82,609 |
| Prada | 5,833 | 5,292 |
| Other trademarks and other intellectual property right | 15,102 | 17,084 |
| Total | 242,928 | 248,990 |
No impairment was recognized for the Group's trademarks during the period.
"Key money" includes intangible assets recognized in respect of costs incurred by the Group to stipulate or take over leases for retail premises in prestigious locations.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
The total capital expenditure for tangibles and intangibles in the six months ended June 30, 2018 was Euro 125.8 million, as broken down below:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Retail | 74,191 | 110,026 |
| Production, Logistics and Corporate | 51,591 | 140,638 |
| Total | 125,782 | 250,664 |
Impairment test
As required by IAS 36, "Impairment of Assets", intangible assets with indefinite useful lives are not amortized but tested for impairment at least once a year. The Group reports no intangible assets with indefinite useful lives other than goodwill. As of June 30, 2018 goodwill amounts to Euro 518.3 million, detailed by Cash Generating Unit ("CGU") as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Italy Wholesale | 78,355 | 78,355 |
| Asia Pacific and Japan Retail | 311,936 | 311,936 |
| Italy Retail | 25,850 | 25,850 |
| Germany and Austria Retail | 5,064 | 5,064 |
| United Kingdom Retail | 9,300 | 9,300 |
| Spain Retail | 1,400 | 1,400 |
| France and Montecarlo Retail | 11,700 | 11,700 |
| North America Retail and Wholesale | 48,000 | 48,000 |
| Production Division | 10,169 | 10,169 |
| Church's | 8,598 | 8,587 |
| Pasticceria Marchesi 1824 | 7,975 | 7,975 |
| Total | 518,347 | 518,336 |
No evidence emerged during the period under review to suggest any indication of impairment. However, as value in use is measured based on estimates, the Group cannot guarantee that the value of goodwill or other intangible assets will not be impaired in the future.
14. Associated undertakings
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Investment available for sale | 9,125 | 8,387 |
| Other investments | 31 | 29 |
| Total | 9,156 | 8,416 |
The investments available for sale regard a 4.88% stake in Sitoy Group Holdings ltd, a company listed on the Hong Kong Stock Exchange as at June 30, 2018. The value of the investment was restated at fair value in line with the official quoted share price (Level I of the fair value hierarchy according to IFRS 7 "Financial Instruments: Disclosures"). The fair value increase of Euro 0.7 million compared to December 31, 2017 was recognized in a specific equity reserve. In 2018, the Group accounted for net dividends from Sitoy Group Holdings ltd totaling HKD 2.8 million (Euro 0.3 million).
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
15. Other non-current assets
The other non-current assets are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Guarantee deposits | 60,705 | 66,511 |
| Deferred rental income | 11,289 | 13,004 |
| Pension fund surplus | 13,039 | 13,021 |
| Other long-term assets | 18,609 | 18,162 |
| Total | 103,642 | 110,698 |
The guarantee deposits are set forth below by nature and maturity:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Nature: | | |
| Stores | 55,843 | 61,398 |
| Offices | 3,713 | 3,889 |
| Warehouses | 105 | 100 |
| Other | 1,044 | 1,124 |
| Total | 60,705 | 66,511 |
| (amounts in thousands of Euro) | | June 30
2018
(unaudited) |
| Maturity: | | |
| Between one year to two years | | 29,268 |
| Between two years to five years | | 9,638 |
| After more than five years | | 21,799 |
| Total | | 60,705 |
16. Short-term financial payables and bank overdrafts
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Short-term bank loans | 142,937 | 87,901 |
| Current portion of long-term loans | 468,828 | 265,447 |
| Deferred costs on loans | (442) | (611) |
| Financial lease | 239 | 234 |
| Total | 611,562 | 352,971 |
The short-term financial payables as of June 30, 2018 consist primarily of Euro 85 million loans granted to PRADA spa and credit lines granted to PRADA Japan co ltd for a total equivalent value of Euro 53.4 million. Some of the credit lines contain covenants based on the results of PRADA Japan co ltd's financial statements, all of which are complied with as at June 30, 2018.
The increase of the current portion is due to the reclassification of some loans from long-term to short-term. Details of the composition of the current portion of long-term loans is presented in Note 21.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Short-term loans are broken down by currency below:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Euro | 89,038 | 31,994 |
| Japanese Yen | 53,472 | 54,979 |
| Other Currencies | 427 | 928 |
| Total | 142,937 | 87,901 |
The Group generally borrows at variable interest rates (as explained in Note 21) and manages the risk of interest rate fluctuations by using hedging agreements (as explained in Note 9).
17. Payables to related parties – current
The current portions due to related parties are presented below:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Financial payables | 4,336 | 4,423 |
| Other payables | 82 | 65 |
| Payables to related parties - current | 4,418 | 4,488 |
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 (Note 36).
18. Trade payables
Trade payables are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Trade payables - third parties | 292,426 | 302,847 |
| Trade payables - related parties | 9,001 | 10,850 |
| Total | 301,427 | 313,697 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
The following table summarizes trade payables by maturity date:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | Not
overdue | Overdue (in days) | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | >120 |
| Trade payables | 301,427 | 271,697 | 16,824 | 2,736 | 2,135 | 1,625 | 6,410 |
| Total | 301,427 | 271,697 | 16,824 | 2,736 | 2,135 | 1,625 | 6,410 |
| (amounts in thousands of Euro) | December 31
2017
(audited) | Not
overdue | Overdue (in days) | | | | |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | >120 |
| Trade payables | 313,697 | 284,005 | 13,277 | 7,097 | 1,411 | 748 | 7,159 |
| Total | 313,697 | 284,005 | 13,277 | 7,097 | 1,411 | 748 | 7,159 |
19. Tax payables
The tax payables are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Current income taxes | 26,757 | 25,015 |
| VAT and other taxes | 53,798 | 43,101 |
| Total | 80,555 | 68,116 |
The Group recognizes current tax liabilities of Euro 26.8 million as of June 30, 2018 (Euro 25 million as at December 31, 2017) against tax credits of Euro 44.4 million (Euro 69.7 million as of December 31, 2017), as reported in Note 11.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
20. Other current liabilities
The other current liabilities are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Payables for capital expenditure | 35,781 | 62,357 |
| Accrued expenses and deferred income | 23,946 | 20,943 |
| Other payables | 78,616 | 74,046 |
| Total | 138,343 | 157,346 |
The other payables are detailed as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Short-term benefits for employees and other personnel | 58,922 | 61,252 |
| Customer advances | 6,874 | 6,164 |
| Returns from customers | 9,846 | 4,724 |
| Other | 2,974 | 1,906 |
| Total | 78,616 | 74,046 |
21. Long-term financial payables
The long-term financial payables are as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Long-term bank borrowings | 504,023 | 638,034 |
| Deferred costs on loans | (951) | (1,137) |
| Financial lease - non current | 1,936 | 2,057 |
| Total | 505,008 | 638,954 |
During the first half of 2018 PRADA spa arranged a new long-term loan of Euro 100 million, which is subject to covenants based on PRADA spa's consolidated financial statements. The covenant is respected at June 30, 2018.
In 2018 PRADA Japan Ltd used an additional part (JPY 0.5 billion) of the multi-tranche syndicated loan arranged in 2017 (JPY 11 billion) from a group of Japanese banks. On June 30, 2018 PRADA Japan Ltd used a total amount of JPY 4.0 billion (Euro 31 million). The covenants based on the result of the subsidiary are fully complied as at June 30, 2018.
Hipic Prod Impex srl stipulated in 2017 a loan in Romanian leu of 13.8 million, which was completely drawn in the first half of 2018 (Euro 3 million); the loan will be repaid at maturity.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
In the period the Group repaid loans for Euro 39.2 million. The long-term bank borrowings as of June 30, 2018, excluding finance lease obligations and amortized costs, are set forth below:
| Borrower | Amount in thousands of Euro | Type of loan | Currency | Expiry date | Interest rate (1) | Current Portion (Euro thousands) | Non-current Portion (Euro thousands) | Pledge |
|---|---|---|---|---|---|---|---|---|
| PRADA Spa | 130,000 | Bond Private placement | EUR | aug-18 | 2.75% | 130,000 | - | - |
| PRADA Spa | 60,000 | Term-loan | EUR | mar-19 | 0.76% | 60,000 | - | - |
| PRADA Spa | 44,000 | Term-loan | EUR | may-30 | 2.74% | 3,667 | 40,333 | Mortgage loan |
| PRADA Spa | 40,000 | Term-loan | EUR | feb-19 | 0.61% | 40,000 | - | - |
| PRADA Spa | 100,000 | Term-loan | EUR | jun-21 | 0.75% | - | 100,000 | - |
| PRADA Spa | 100,000 | Term-loan | EUR | jun-22 | 0.48% | 25,000 | 75,000 | - |
| PRADA Spa | 90,000 | Term-loan | EUR | feb-21 | 0.96% | - | 90,000 | - |
| PRADA Spa | 10,000 | Term-loan | EUR | mar-19 | 0.71% | 10,000 | - | - |
| PRADA Spa | 100,000 | Term-loan | EUR | jun-19 | 0.00% | 100,000 | - | - |
| PRADA Spa | 8,333 | Term-loan | EUR | dec-18 | 0.60% | 8,333 | - | - |
| PRADA Spa | 60,000 | Term-loan | EUR | dec-18 | 0.20% | 60,000 | - | - |
| PRADA Spa | 100,000 | Term-loan | EUR | feb-22 | 0.50% | 16,000 | 84,000 | - |
| PRADA Japan Co. Ltd | 23,249 | Syndicate loan | JPY | sep-22 | 0.47% | - | 23,249 | - |
| PRADA Japan Co. Ltd | 9,298 | Term-loan | JPY | mar-20 | 1.36% | 4,649 | 4,649 | - |
| PRADA Japan Co. Ltd | 3,100 | Term-loan | JPY | mar-20 | 0.81% | 1,550 | 1,550 | - |
| PRADA Japan Co. Ltd | 1,550 | Term-loan | JPY | mar-20 | 1.18% | 775 | 775 | - |
| PRADA Japan Co. Ltd | 7,749 | Syndicate loan | JPY | sep-22 | 0.47% | - | 7,749 | - |
| PRADA Japan Co. Ltd | 1,860 | Syndicate loan | JPY | jul-18 | 0.93% | 1,860 | - | - |
| Kenon Ltd | 62,045 | Term-loan | GBP | jan-29 | 4.48% | 2,455 | 59,590 | Mortgage loan |
| Prada Middle East | 16,083 | Term-loan | USD | feb-22 | 4.34% | 4,289 | 11,794 | - |
| Tannerie Limoges Sas | 2,500 | Term-loan | EUR | jan-24 | 1.20% | 125 | 2,375 | Mortgage loan |
| Pelletteria Ennepi Srl | 125 | Term-loan | EUR | jun-19 | 2.50% | 125 | - | - |
| Hipic Prod Impex Srl | 2,959 | Term-loan | RON | nov-21 | 3.90% | - | 2,959 | - |
| Total | 972,851 | 468,828 | 504,023 |
(1) the interest rates include the effect of interest rate risk hedges, if any
PRADA spa's mortgage loan is secured by the building in Milan used for the Group's headquarters, whereas Kenon Ltd's loan is secured by the building on Old Bond Street used for one of the most prestigious Prada stores in Europe. The loan to Tannerie Limoges sas is secured by the building used for production.
Apart from PRADA spa, no Group company issued debt securities.
The Group generally borrows at variable interest rates and manages the risk of interest rate fluctuations through hedging agreements, as described in Note 9.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
The financial payables are set forth hereunder by their portions with fixed and variable interest rates:
| (amounts in thousands of Euro) | June 30, 2018 (unaudited) | December 31, 2017 (audited) | ||
|---|---|---|---|---|
| variable interest rates | fixed interest rates | variable interest rates | fixed interest rates | |
| Short-term financial payables | 65% | 35% | 56% | 44% |
| Long-term financial payables | 41% | 59% | 27% | 73% |
22. Long-term employee benefits
| (amounts in thousands of Euro) | June 30 2018 (unaudited) | December 31 2017 (audited) |
|---|---|---|
| Post-employment benefits | 47,026 | 46,338 |
| Other long-term employee benefits | 14,495 | 15,106 |
| Total liabilities for long-term benefits | 61,521 | 61,444 |
| Pension plan surplus (Note 15) | 13,039 | 13,021 |
| Net liabilities for long-term benefits | 48,482 | 48,423 |
The net balance of long-term employee benefits as at June 30, 2018 is Euro 48.5 million (Euro 48.4 million as at December 31, 2017), and all the benefits are classified as defined benefit plans.
The post-employment benefits consist of Euro 22.8 million (Euro 23.8 million at December 31, 2017) in liabilities accounted for by Italian companies and Euro 24.2 million by the foreign subsidiaries (Euro 22.5 million at December 31, 2017).
The following table shows the changes in long-term employee benefits in the six months ended June 30, 2018:
| (amounts in thousands of Euro) | Defined Benefit Plans in Italy (TFR) | Defined Benefit Plans in other countries (including Japan) | Pension Funds in UK | Other long-term employee benefits | Total |
|---|---|---|---|---|---|
| Balance at December 31, 2017 (audited) | 23,797 | 22,541 | (13,021) | 15,106 | 48,423 |
| Current service cost | 221 | 740 | - | 3,284 | 4,245 |
| Actuarial (gains)/losses | - | - | - | (19) | (19) |
| Benefits paid | (1,179) | (66) | - | (3,989) | (5,234) |
| Exchange differences | - | 971 | (17) | 113 | 1,067 |
| Balance at June 30, 2018 (unaudited) | 22,839 | 24,186 | (13,038) | 14,495 | 48,482 |
The defined benefit obligations are measured in accordance with independent appraisals on a yearly basis.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
23. Provisions for risks and charges
The changes in the 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 December 31, 2017 (audited) | 3,094 | 9,928 | 48,793 | 61,815 |
| Exchange differences | 24 | 15 | 713 | 752 |
| Reversals | (686) | (98) | (275) | (1,059) |
| Utilized | (1,069) | (2,268) | (2,624) | (5,961) |
| Increases | - | 61 | 1,711 | 1,772 |
| Reclassification | - | (1,579) | 1,545 | (34) |
| Balance at June 30, 2018 (unaudited) | 1,363 | 6,059 | 49,863 | 57,285 |
Disputes had been filed in previous years by PRADA spa for the dismissal or inadmissibility of petitions to not apply Controlled Foreign Company ("CFC") rules. Following its adherence to the Cooperative Compliance tax regime (described in the 2017 Annual Report), on April 23, 2018 PRADA spa and the Italian Revenue Agency formally jointly agreed to waive such disputes. The settlement of those disputes did not have any effect on the financial statements because the related risk had been deemed remote, so management had not entered risk provisions for them.
PRADA spa had filed a dispute regarding the audit initiated by the Italian Customs Agency in 2012 for the tax years from 2007 to 2011, which had resulted in notices of assessment for the 2010 tax year. In the first half of 2018 a new appeal was discussed at the Livorno Provincial Tax Committee and ruled in favor of the Company, just as the previous one had been. The Customs Agency has lodged an appeal against such rulings.
PRADA Germany gmbh had received a notice of assessment of direct taxes from the German tax authorities for the tax years from 2008 to 2011. The Company has paid the additional tax bills received and is waiting to be summoned for the discussion of the appeal filed.
24. Other non-current liabilities
The other non-current liabilities amount to Euro 165.5 million (Euro 167.6 million as at December 31, 2017). They mainly regard liabilities to recognize, on a straight-line basis, commercial lease costs.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
25. Equity attributable to the owners of the Group
The equity attributable to owners of the Group is as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Share Capital | 255,882 | 255,882 |
| Share premium reserve | 410,047 | 410,047 |
| Other reserves | 2,004,325 | 1,977,983 |
| Actuarial reserve | (4,103) | (4,103) |
| Fair value available for sale reserve | (4,830) | (5,570) |
| Cash flow hedge reserve | (10,193) | (3,273) |
| Translation reserve | 19,370 | (4,035) |
| Net income for the period | 105,668 | 217,721 |
| Total | 2,776,166 | 2,844,652 |
Share capital
As at June 30, 2018, approximately 80% of PRADA spa's share capital is owned by PRADA Holding spa and the remainder is listed on the Main Board of the Hong Kong Stock Exchange.
Share premium reserve
The share premium reserve of Euro 410 million did not change from that of December 31, 2017.
Translation reserve
The changes in this reserve result from the translation into Euro of the foreign currency financial statements of the consolidated companies. The reserve increased from the Euro -4 million at December 31, 2017 to Euro 19.4 million.
Other reserves
The other reserves amount to Euro 2,004.3 million as at June 30, 2018. They increased by Euro 26.3 million from December 31, 2017 was due to the allocation of the previous fiscal year's profit (Euro 217.7 million), net of the dividends distributed to PRADA spa shareholders (Euro 191.9 million).
Net income for the period
The Group's net income for the six months ended June 30, 2018 was Euro 105.7 million (Euro 217.7 million for the eleven months ended December 31, 2017).
Capital gains tax in Italy
Capital gains realized from the sale of an Italian company by shareholders resident in Hong Kong have not been subject to taxation in Italy since January 1, 2016. Additional information on the Italian capital gains tax is provided in the Tax Booklet available on the Company's website (www.pradagroup.com).
26. Equity attributable to non-controlling interests
The following table shows the changes in the non-controlling interests during the periods ended June 30, 2018 and December 31, 2017:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Opening Balance | 21,519 | 24,028 |
| Translation differences | 422 | (2,190) |
| Dividends | (3,835) | (1,014) |
| Net income for the period | (504) | 296 |
| Actuarial reserve | - | (13) |
| Capital injection in subsidiaries | 297 | 89 |
| Transactions with non-controlling shareholders | (225) | 323 |
| IFRS 9 First time Adoption - Bad Debt Provision | (33) | - |
| Closing balance | 17,641 | 21,519 |
27. Net revenues
The consolidated net revenues are mainly generated by sales of finished products and are stated net of returns and discounts:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Net sales | 1,510,603 | 1,442,556 |
| Royalties | 24,723 | 26,080 |
| Total | 1,535,326 | 1,468,636 |
A breakdown of net sales by brand, distribution channel, geographical area, brand and product is provided in the Financial Review.
28. Cost of goods sold
The cost of goods sold is analyzed as follows:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Purchases of raw materials and production costs | 386,544 | 365,403 |
| Logistic costs, duties and insurance | 76,250 | 68,843 |
| Change in inventories | (33,320) | (54,251) |
| Total | 429,474 | 379,995 |
The cost of goods sold increased from $25.9\%$ of net revenues to $28\%$ due essentially to the negative impact of the foreign currency, despite the more favorable ratio of promotional sales to regular sales.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
29. Operating expenses
The operating costs are detailed below:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | % of net revenues | six months ended July 31 2017 (unaudited) | % of net revenues |
|---|---|---|---|---|
| Product design and development costs | 64,572 | 4.2% | 66,786 | 4.5% |
| Advertising and communications costs | 94,379 | 6.1% | 82,587 | 5.6% |
| Selling costs | 692,227 | 45.1% | 679,606 | 46.3% |
| General and administrative costs | 95,486 | 6.2% | 92,825 | 6.3% |
| Total | 946,664 | 61.6% | 921,804 | 62.7% |
Operating expenses grew compared with the six-month period of July 31, 2017 (from Euro 921.8 million to Euro 946.7 million), but they were lower as a percentage of net sales (from 62.7% to 61.6%). Selling expenses rose mainly due to an increase in the personnel employed in the retail network, while advertising and communications rose due to the numerous digital initiatives, pop-up events and sponsorship costs.
The following table shows the depreciation, amortization and impairment, cost of labor and rent expense included within the operating expenses:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Depreciation, amortization and impairment | 103,811 | 105,789 |
| Labor Cost | 293,840 | 279,735 |
| Variable rent | 161,538 | 161,511 |
| Fixed rent | 141,247 | 153,827 |
| Total | 700,436 | 700,862 |
30. Interest and other financial income/(expenses), net
The net interest and other financial income/(expenses) are analyzed as follows:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Interest expenses on borrowings | (7,756) | (7,157) |
| Interest income | 3,931 | 2,882 |
| Interest income / (expenses) IAS 19 | (3) | - |
| Exchange gains / (losses) - realized | (2,753) | (2,372) |
| Exchange gains / (losses) - unrealized | (3,346) | 6,638 |
| Other financial income / (expenses) | (825) | (881) |
| Total | (10,752) | (890) |
The increase in interest and other financial income was influenced primarily by higher exchange losses on financial items mainly due to the fluctuation of the Chinese renmimbi against the Hong Kong dollar. The cost of bank debt increased compared to six-months ended July 31, 2017 due to an higher average bank debt.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
31. Dividends from investments
At June 30, 2018, the Group owned a 4.88% stake (unchanged from the prior reporting date) in Sitoy Group Holdings ltd, a company listed on Hong Kong Stock Exchange (HK: 1023). During these six months of 2018, the dividends accrued from said company amounted to Euro 302 thousand (Euro 357 thousand in the six months period ended July 31, 2017).
32. Taxation
Income taxes have the following composition:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Current taxation | 45,134 | 52,771 |
| Deferred taxation | (1,560) | (2,549) |
| Income taxes | 43,574 | 50,222 |
The effective tax rate of 29.3% is almost in line with the same period of last year.
The changes in deferred tax assets and liabilities are set forth below:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | eleven months ended December 31 2017 (audited) |
|---|---|---|
| Opening balance | 177,390 | 216,126 |
| Exchange differences | 3,169 | (15,310) |
| Deferred taxes on derivative instruments recognized in equity (cash flow hedges) | 2,163 | (1,657) |
| Deferred taxes on FTA IFRS 9 | 502 | - |
| Deferred taxes on post-employment benefits recognized in equity (reserve for actuarial differences) | - | (334) |
| Other movements | (237) | 469 |
| Deferred taxes for the period in profit or loss | 1,561 | (21,904) |
| Closing balance | 184,547 | 177,390 |
Deferred tax assets and liabilities are classified by type hereunder:
| (amounts in thousands of Euro) | June 30, 2018 (unaudited) | December 31, 2017 (audited) | ||
|---|---|---|---|---|
| Deferred tax assets | Deferred tax liabilities | Deferred tax assets | Deferred tax liabilities | |
| Inventories | 104,149 | - | 100,620 | - |
| Receivables and other assets | 541 | 1,414 | 94 | 1,412 |
| Useful life of non-current assets | 47,426 | 8,729 | 46,405 | 9,048 |
| Deferred taxes due to acquisitions | - | 15,170 | - | 15,071 |
| Provision for risks / accrued expenses | 37,977 | 587 | 38,078 | 437 |
| Non-deductible / taxable charges/income | 8,828 | 1,471 | 9,416 | 2,024 |
| Tax loss carryforwards | 3,752 | - | 3,627 | - |
| Derivative financial instruments | 2,651 | - | 1,306 | 593 |
| Long term employee benefits | 9,259 | 2,217 | 8,986 | 2,214 |
| Other | 995 | 1,443 | 870 | 1,213 |
| Total | 215,578 | 31,031 | 209,402 | 32,012 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
33. Earnings and Dividends per share
Earnings per share basic and diluted
Earnings per share are calculated by dividing the net income attributable to the Group's shareholders by the weighted average number of ordinary shares outstanding in issue:
| six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) | |
|---|---|---|
| Group net income in Euro | 105,668,240 | 115,741,559 |
| Weighted average number of ordinary shares in issue | 2,558,824,000 | 2,558,824,000 |
| Earnings per share in Euro, calculated on weighted average number of shares | 0.041 | 0.045 |
Dividends per share
During the six months ended June 30, 2018, the Company distributed dividends of Euro 191,911,800, as approved by Shareholders at the General Meeting held on April 27, 2018 to approve the December 31, 2017 financial statements.
The dividends net of the withholding taxes (Euro 182 million) were paid during the period under review, whereas such withholding tax (Euro 10 million), calculated by applying the ordinary Italian tax rate to the entire amount of the dividends distributed to the beneficial owners of the Company's shares held through the Hong Kong Central Clearing and Settlement System, was paid in July 2018.
34. Additional information
The average number of employees by business division is presented below:
| (number of employees) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Production | 2,744 | 2,552 |
| Product design and development | 1,022 | 996 |
| Advertising and Communications | 154 | 125 |
| Selling | 7,855 | 7,479 |
| General and administrative services | 954 | 942 |
| Total | 12,729 | 12,094 |
Employee remuneration
The employee remuneration by business division is presented below:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Production | 63,999 | 59,070 |
| Product design and development | 35,051 | 34,845 |
| Advertising and Communications | 8,267 | 7,365 |
| Selling | 207,830 | 196,109 |
| General and administrative services | 44,722 | 41,416 |
| Total | 359,869 | 338,805 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
The types of employee remuneration are presented below:
| (amounts in thousands of Euro) | six months ended June 30 2018 (unaudited) | six months ended July 31 2017 (unaudited) |
|---|---|---|
| Wages and salaries | 272,307 | 255,790 |
| Post-employment benefits and other long-term benefits | 16,194 | 16,213 |
| Social contributions | 57,022 | 54,456 |
| Other | 14,346 | 12,346 |
| Total | 359,869 | 338,805 |
Distributable reserves of Parent company, PRADA Spa
| (amounts in thousands of Euro) | June 30, 2018 (unaudited) | Possible utilization | Distributable amount | Summary of utilization in the last three years | |
|---|---|---|---|---|---|
| Coverage of losses | Distribution of dividends | ||||
| Share Capital | 255,882 | - | - | - | |
| Share premium reserve | 410,047 | A, B, C | 410,047 | - | - |
| Legal reserve | 51,176 | B | - | - | - |
| Other reserves | 182,899 | A, B, C | 182,899 | - | - |
| Retained earnings | 328,040 | A, B, C | 307,524 | - | 870,001 |
| Fair value reserve | (4,831) | - | - | - | |
| Cash flow hedge reserve | (6,064) | - | - | - | |
| Distributable amount | 900,470 | 870,001 |
A: share capital increase
B: coverage of losses
C: distributable to shareholders
Under Italian Civil Code Article 2431, the share premium reserve is fully distributable since the amount of the legal reserve is equal to or exceeds 20% of share capital. Under Italian Legislative Decree 38/2005, Article 7, Euro 20.5 million of the retained earnings is not distributable.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Exchange rates
The exchange rates against the Euro used for consolidation of the statements of financial position and statements of profit or loss whose presentation currency differed from that of the consolidated financial statements as of June 30, 2018 and comparative periods are listed hereunder:
| Currency | Average rate six months ended June 30 2018 | Average rate six months ended July 31 2017 | Closing rate June 30 2018 | Closing rate December 31 2017 |
|---|---|---|---|---|
| UAE Dirham | 4.449 | 4.029 | 4.282 | 4.405 |
| Australian Dollar | 1.569 | 1.444 | 1.579 | 1.535 |
| Brazilian Real | 4.137 | 3.488 | 4.488 | 3.973 |
| Canadian Dollar | 1.546 | 1.454 | 1.544 | 1.504 |
| Swiss Franc | 1.170 | 1.082 | 1.157 | 1.170 |
| Czech Koruna | 25.494 | 26.635 | 26.020 | 25.535 |
| Danish Kronor | 7.448 | 7.437 | 7.453 | 7.445 |
| GB Pound | 0.880 | 0.864 | 0.886 | 0.887 |
| Hong Kong Dollar | 9.493 | 8.536 | 9.147 | 9.372 |
| Indonesian Rupiah | 16,670.214 | 14,615.598 | 16,654.040 | 16,239.120 |
| Japanese Yen | 131.653 | 122.852 | 129.040 | 135.010 |
| Korean Won | 1,302.851 | 1,243.630 | 1,296.720 | 1,279.610 |
| Kuwait Dinar | 0.364 | 0.334 | 0.353 | 0.362 |
| Kazakhstan Tenge | 395.518 | 348.484 | 397.260 | 398.230 |
| Macau Pataca | 9.778 | 8.792 | 9.416 | 9.653 |
| Mexican Peso | 23.070 | 20.678 | 22.882 | 23.661 |
| Malaysian Ringgit | 4.768 | 4.783 | 4.708 | 4.854 |
| New Zealand Dollar | 1.690 | 1.541 | 1.725 | 1.685 |
| Panamanian Balboa | 1.211 | 1.097 | 1.166 | 1.199 |
| Qatari Riyal | 4.430 | 4.008 | 4.253 | 4.398 |
| Chinese Renminbi | 7.712 | 7.518 | 7.717 | 7.804 |
| Romanian Leu | 4.655 | 4.548 | 4.663 | 4.659 |
| Russian Ruble | 71.953 | 63.585 | 73.158 | 69.392 |
| Saudi Riyal | 4.543 | 4.113 | 4.372 | 4.498 |
| Swedish Kronor | 10.148 | 9.608 | 10.453 | 9.844 |
| Singapore Dollar | 1.606 | 1.530 | 1.590 | 1.602 |
| Thai Baht | 38.427 | 37.759 | 38.565 | 39.121 |
| Turkish Lira | 4.950 | 3.956 | 5.339 | 4.546 |
| Taiwan Dollar | 35.755 | 33.413 | 35.592 | 35.570 |
| Ukrainian Hryvna | 32.406 | 29.105 | 30.582 | 33.495 |
| US Dollar | 1.211 | 1.097 | 1.166 | 1.199 |
| Vietnamese Dong | 27,235.868 | 24,495.588 | 26,207.000 | 28,697.000 |
| South African Rand | 14.880 | 14.427 | 16.048 | 14.805 |
| Moroccan Dirham | 11.250 | 10.836 | 11.064 | 11.206 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
35. Remuneration of Board of Directors
Remuneration of the PRADA Spa Board of Directors for the six months ended June 30, 2018
| (amounts in thousands of Euro) | Directors' fees | Remuneration and other benefits | Bonuses and other incentives | Benefits in kind | Pension, healthcare and TFR contributions | June 30 2018 (unaudited) |
|---|---|---|---|---|---|---|
| Carlo Mazzi | 510 | - | - | 37 | 19 | 566 |
| Miuccia Prada Bianchi | 6,259 | - | - | - | 23 | 6,282 |
| Patrizio Bertelli | 6,259 | - | - | - | 23 | 6,282 |
| Alessandra Cozzani | 25 | 140 | 56 | 7 | 65 | 293 |
| Stefano Simontacchi | 25 | - | - | - | 1 | 26 |
| Maurizio Cereda | 30 | - | - | - | 1 | 31 |
| Gian Franco Oliviero Mattei | 73 | - | - | - | 13 | 86 |
| Giancarlo Forestieri | 33 | - | - | - | 5 | 38 |
| Sing Cheong Liu | 33 | - | - | - | 8 | 41 |
| Total | 13,247 | 140 | 56 | 44 | 158 | 13,645 |
Remuneration of the PRADA Spa Board of Directors for the six months ended July 31, 2017
| (amounts in thousands of Euro) | Directors' fees | Remuneration and other benefits | Bonuses and other incentives | Benefits in kind | Pension, healthcare and TFR contributions | July 31 2017 (unaudited) |
|---|---|---|---|---|---|---|
| Carlo Mazzi | 1,510 | - | - | 37 | 3 | 1,550 |
| Miuccia Prada Bianchi | 6,335 | - | - | - | - | 6,335 |
| Patrizio Bertelli | 6,335 | - | - | - | - | 6,335 |
| Alessandra Cozzani | 25 | 135 | 49 | 7 | 63 | 279 |
| Stefano Simontacchi | 25 | - | - | - | 1 | 26 |
| Maurizio Cereda | 25 | - | - | - | 1 | 26 |
| Gian Franco Oliviero Mattei | 75 | - | - | - | - | 75 |
| Giancarlo Forestieri | 35 | - | - | - | 6 | 41 |
| Sing Cheong Liu | 35 | - | - | - | 8 | 43 |
| Total | 14,400 | 135 | 49 | 44 | 82 | 14,710 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
36. Related party transactions
The Group carries out transactions with companies classifiable as related parties according to IAS 24 "Related Party Disclosures". These transactions mainly refer to the sales and purchase of goods, supplies of services, loans, sponsorships, leases and franchise agreements. These transactions take place on an arm's length basis.
The following tables show the effect of related-party transactions on the consolidated financial statements in terms of statement of financial position balances at the reporting date and total transactions affecting the statement of profit or loss.
Statement of financial position balances as of June 30, 2018 (unaudited)
| (amounts in thousands of Euro) | Trade receivables | Receivables from, and advances to, related parties – current | Trade payables | Payables to related parties – current | Other Liabilities – current and non-current |
|---|---|---|---|---|---|
| DFS Hawaii | - | - | 516 | - | - |
| DFS Venture Singapore (Pte) Limited | - | - | 23 | 19 | - |
| DFS DFS Cotai limitada | 200 | - | 733 | - | - |
| Rubaiyat Modern Lux.Pr.Co.Ltd | - | - | - | 2,037 | - |
| STICHTING Prada (ex Stichting Fondazione Prada) | 1 | - | - | - | - |
| Progetto Prada Arte Srl | 3 | - | - | - | - |
| Luna Rossa Challenge 2013 Srl | 653 | 787 | 18 | 62 | - |
| Chora Srl | - | 5,848 | 728 | - | - |
| Premiata Srl | 2 | - | 470 | - | - |
| La Mazza Srl | - | - | 3 | - | - |
| Conceria Superior Spa | 5 | - | 3,825 | - | - |
| Perseo Srl | - | - | 762 | - | - |
| COR 36 Srl. | 4 | - | - | - | - |
| Al Tayer Group Llc | - | - | 45 | - | - |
| Al Tayer Insignia Llc | 708 | - | 104 | 2,299 | - |
| Danzas Llc | - | - | - | 1 | - |
| Al Tayer Motors | - | - | 1 | - | - |
| Al Tayer Trends | 12 | - | - | - | - |
| Al Sanam Rent a Car Llc | - | - | 2 | - | - |
| TRS New Zealand Pty. Ltd | - | - | 2 | - | - |
| PRADA HOLDING Spa | 115 | - | - | - | - |
| Fratelli Prada Spa | 10,210 | - | 1,770 | - | - |
| PH-RE Llc | - | - | - | - | 12,325 |
| Members of the Board of Directors of PRADA Spa | - | - | - | - | 7,310 |
| Relatives of members of the Board of Directors | - | - | - | - | 573 |
| Total at June 30, 2018 (unaudited) | 11,913 | 6,635 | 9,002 | 4,418 | 20,208 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Statement of financial position balances as of December 31, 2017 (audited)
| (amounts in thousands of Euro) | Trade receivables | Receivables from, and advances to, related parties – current | Trade payables | Payables to related parties – current | Other Liabilities – current |
|---|---|---|---|---|---|
| STICHTING Prada (ex Stichting Fondazione Prada) | 1 | - | - | - | - |
| Progetto Prada Arte Srl | 3 | - | - | - | - |
| Al Tayer Group Llc | - | - | 10 | - | - |
| Al Tayer Insignia Llc | 354 | - | 35 | 2,235 | - |
| DFS Hawaii | - | - | 670 | - | - |
| DFS Venture Singapore (Pte) Limited | - | - | 51 | - | - |
| Luna Rossa Challenge 2013 Srl | 512 | - | 18 | 65 | - |
| Chora Srl | - | 5,847 | 578 | - | - |
| DFS DFS Cotai limitada | 96 | - | 848 | - | - |
| Al Tayer Trends | 12 | - | - | - | - |
| Al Tayer Motors | - | - | 1 | - | - |
| Al Sanam Rent a Car Llc | - | - | 2 | - | - |
| Peschiera Immobiliare Srl | 8 | - | - | - | - |
| Premiata Srl | 7 | - | 657 | - | - |
| Le Mazza Srl | 48 | - | 128 | - | - |
| Conceria Superior Spa | 4 | - | 5,506 | - | - |
| PRADA HOLDING Spa | 54 | - | - | - | - |
| Fratelli Prada Spa | 12,158 | 118 | 923 | - | - |
| Perseo Srl | 8 | - | 1,421 | - | - |
| LUDO Srl | - | 142 | - | - | - |
| Rubaiyat Modern Lux.Pr.Co.Ltd | - | - | - | 2,188 | - |
| Members of the Board of Directors of PRADA Spa | - | - | - | - | 7,094 |
| Relatives of members of the Board of Directors | - | - | - | - | 494 |
| Total at December 31, 2017 (audited) | 13,265 | 6,107 | 10,848 | 4,488 | 7,588 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
Statement of profit or loss transactions for the six months ended June 30, 2018 (unaudited)
| (amounts in thousands of Euro) | Net revenues | Cost of goods sold | General, admin. & selling costs (income) | Royalties income |
|---|---|---|---|---|
| DFS Hawaii | - | - | 1,541 | - |
| DFS Venture Singapore (Pte) Limited | - | - | 139 | - |
| DFS DFS Cotai limitada | - | - | 2,493 | - |
| SPELM Sa | - | - | 214 | - |
| Luna Rossa Challenge 2013 Srl | 35 | - | (72) | - |
| Luna Rossa Challenge 2013 Srl (Sponsoring Agreement CCT) | - | - | 9,213 | - |
| Chora Srl | - | - | 990 | - |
| Peschiera Immobiliare Srl | - | (2) | 277 | - |
| Premiata Srl | - | 504 | 350 | - |
| La Mazza Srl | - | 92 | - | - |
| Conceria Superior Spa | 6 | 9,997 | 57 | - |
| Perseo Srl | - | 829 | - | - |
| COR 36 S.r.l. | 1 | - | (14) | - |
| Al Tayer Group Llc | - | - | 103 | - |
| Al Tayer Insignia Llc | 569 | - | 71 | - |
| Danzas Llc | - | 11 | 52 | - |
| Al Tayer Motors | - | - | (1) | - |
| Al Sanam Rent a Car Llc | - | - | 5 | - |
| PRADA HOLDING Spa | - | - | (54) | - |
| LUDO Srl | - | - | 671 | - |
| PH-RE Llc | - | - | 10,143 | - |
| Fratelli Prada Spa | 10,183 | 49 | 970 | 301 |
| Relatives of members of the Board of Directors | - | - | 412 | - |
| Total at June 30, 2018 (unaudited) | 10,794 | 11,480 | 27,560 | 301 |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
73
Statement of profit or loss transactions for the six months ended July 31, 2017 (unaudited)
| (amounts in thousands of Euro) | Net revenues | Cost of goods sold | General, admin. & selling costs (income) | Royalties income |
|---|---|---|---|---|
| DFS Hawaii | - | - | 1,705 | - |
| DFS Hong Kong Limited | - | - | 2 | - |
| DFS New Zealand Limited | - | - | 66 | - |
| DFS Venture Singapore (Pte) Limited | - | - | 132 | - |
| DFS Cotai limitada | - | - | 2,307 | - |
| SPELM Sa | - | - | 270 | - |
| Luna Rossa Challenge 2013 Srl | - | - | 5,984 | - |
| Chora Srl | - | - | 1,099 | - |
| Peschiera Immobiliare Srl | - | - | 277 | - |
| Premiata Srl | - | 624 | 333 | - |
| Le Mazza Srl | - | 659 | - | - |
| Conceria Superior Spa | 4 | 12,953 | 22 | - |
| Perseo Srl | - | 1,119 | - | - |
| PABE-RE Llc | - | - | 9,243 | - |
| Al Tayer Group Llc | - | - | 10 | - |
| Al Tayer Insignia Llc | 643 | - | 113 | - |
| Danzas Llc | - | 330 | 20 | - |
| Al Sanam Rent a Car Llc | - | - | 6 | - |
| PRADA HOLDING Spa | - | - | (36) | - |
| Fratelli Prada Spa | 15,347 | 227 | 1,237 | 458 |
| PRA 1 Srl | - | - | 672 | - |
| Relatives of members of the Board of Directors | - | - | 381 | - |
| Total at July 31, 2017 (unaudited) | 15,994 | 15,912 | 23,843 | 458 |
The foregoing tables report information on transactions with related parties in accordance with IAS 24, "Related Party Disclosures", while the following transactions with related parties fall within the scope of application of the Hong Kong Stock Exchange Listing Rules.
The transactions with related party "PH-RE llc" (formerly PABE-RE llc) refer to the transaction between PABE-RE llc and PRADA Japan Co. Ltd in relation to the lease for the Aoyama buildings in Tokyo. The transactions reported for the six months ended June 30, 2018 are regulated by Chapter 14A of the Listing Rules because they are considered continuing connected transactions subject to disclosure, but they are exempt from the independent shareholders' approval requirement. As required by the Listing Rules, comprehensive disclosure of those continuing connected transactions is contained in PRADA spa's Announcement dated July 15, 2015 ("Prada Aoyama") and May 26, 2017 ("Miu Miu Aoyama").
The transactions with related party "Fratelli Prada spa - franchising" refer to transactions between the Company and Fratelli Prada spa in relation to the franchising agreement for the Prada stores in Milan. The transactions reported for the six months ended June 30, 2018 are regulated by Chapter 14A of the Listing Rules because they are considered continuing connected transactions subject to disclosure, but they are exempt from the independent shareholders' approval requirement. As required by the Listing Rules, comprehensive disclosure of those continuing connected transactions is contained in PRADA spa's Announcement dated January 25, 2017.
The transactions with related party Luna Rossa Challenge srl for the six months ended June 30, 2018 are regulated by Chapter 14A of the Listing Rules because they are
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
considered continuing connected transactions subject to disclosure, but they are exempt from the independent shareholders' approval requirement. As required by the Listing Rules, comprehensive disclosure of those continuing connected transactions is contained in PRADA spa's Announcement dated February 27, 2014.
Apart from the non-exempt continuing connected transactions and non-exempt connected transactions reported in Note 36, no transaction reported in the 2018 Interim condensed consolidated financial statements meets the definition of "connected transaction" or "continuing connected transaction" contained in Chapter 14A of the Hong Kong Stock Exchange Listing Rules or, if it does meet the definition of "connected transaction" or "continuing connected transaction" according to Chapter 14A, it is exempt from the announcement, disclosure and independent shareholders' approval requirements laid down in Chapter 14A.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
75
37. Commitments
Operating leases
At June 30, 2018, and December 31, 2017, the operating lease commitments, by maturity date, are as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Within a year | 438,550 | 411,323 |
| After between one year and five years | 1,160,703 | 1,166,798 |
| After more than five years | 940,709 | 1,038,987 |
| Total | 2,539,962 | 2,617,108 |
The amounts recognized in the statement of profit or loss in relation to lease agreements were as follows:
| (amounts in thousands of Euro) | six months
ended June 30
2018
(unaudited) | six months
ended July 31
2017
(unaudited) |
| --- | --- | --- |
| Fixed minimum lease payments | 142,575 | 155,076 |
| Variable lease payments | 161,538 | 161,511 |
| Total | 304,113 | 316,587 |
Some Group companies are required to pay rent based on a fixed percentage of net sales.
At June 30, 2018 and December 31, 2017, future rental income under operating leases is analyzed by maturity as follows:
| (amounts in thousands of Euro) | June 30
2018
(unaudited) | December 31
2017
(audited) |
| --- | --- | --- |
| Within a year | 5,537 | 6,105 |
| After between one year and five years | 12,552 | 14,167 |
| After more than five years | 577 | 759 |
| Total | 18,666 | 21,031 |
Other commitments
The other commitments for the reporting period include Euro 54.7 million regarding new tangible fixed assets.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
38. Financial trend
| (amounts in thousands of Euro) | December 31
2017 (*) | January 31
2017 | January 31
2016 | January 31
2015 | January 31
2014 |
| --- | --- | --- | --- | --- | --- |
| Net revenues | 2,741,095 | 3,184,069 | 3,547,771 | 3,551,696 | 3,587,347 |
| Gross margin | 2,030,696 | 2,289,112 | 2,567,565 | 2,550,579 | 2,648,649 |
| Operating income (EBIT) | 315,878 | 431,181 | 502,893 | 701,551 | 939,237 |
| Group net income | 217,721 | 278,329 | 330,888 | 450,730 | 627,785 |
| Total assets | 4,739,375 | 4,656,929 | 4,756,555 | 4,738,877 | 3,888,292 |
| Total liabilities | 1,873,204 | 1,552,399 | 1,659,178 | 1,720,730 | 1,186,752 |
| Total Group shareholders' equity | 2,844,652 | 3,080,502 | 3,080,340 | 3,000,737 | 2,687,554 |
(*) eleven-month statement of profit or loss
39. Consolidated Companies
| Entity | Local currency | Share capital (000s of local currency) | % Interest | Registered office and principal country of operation | Date of incorporation/ establishment (MM/DD/YYYY) | Main Business |
|---|---|---|---|---|---|---|
| Italy | ||||||
| PRADA Spa | EUR | 255,882 | Milan, IT | Holding Group/ Manufacturing/ Distribution/Services | ||
| Artisans Shoes Srl (*) | EUR | 1,000 | 66.7 | Montegranaro, IT | 02/09/1977 | Manufacturing |
| IPI Logistica Srl (*) | EUR | 600 | 100 | Milan, IT | 01/26/1999 | Services |
| Pelletteria Ennepi Srl (*) | EUR | 93 | 80 | Figline e Incisa Valdarno, IT | 12/01/2016 | Manufacturing |
| Church Italia Srl | EUR | 51 | 100 | Milan, IT | 01/31/1992 | Services/Retail |
| Marchesi 1824 Srl (*) | EUR | 1,000 | 100 | Milan, IT | 07/10/2013 | Food&Beverage |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
| Entity | Local currency | Share capital (000s of local currency) | % interest | Registered office and principal country of operation | Date of incorporation/establishment (MM/DD/YYYY) | Main Business |
|---|---|---|---|---|---|---|
| Europe | ||||||
| PRADA Retail UK Ltd (*) | GBP | 5,000 | 100 | London, UK | 01/07/1997 | Retail |
| PRADA Germany GmbH (*) | EUR | 215 | 100 | Munich, GE | 03/20/1995 | Retail/Services |
| PRADA Austria GmbH (*) | EUR | 40 | 100 | Vienna, AT | 03/14/1996 | Retail |
| PRADA Spain SI (*) | EUR | 240 | 100 | Madrid, ES | 05/14/1986 | Retail |
| PRADA Retail France Sas (*) | EUR | 4,000 | 100 | Paris, FR | 10/10/1984 | Retail |
| PRADA Hellas Sole Partner Llc (*) | EUR | 2,850 | 100 | Athens, GR | 12/19/2007 | Retail |
| PRADA Monte-Carlo Sam (*) | EUR | 2,000 | 100 | Monte-Carlo, FR | 05/25/1999 | Retail |
| PRADA Sa (*) | EUR | 31 | 100 | Luxembourg, LU | 07/29/1994 | Trademarks/Services |
| PRADA Company Sa | EUR | 3,204 | 100 | Luxembourg, LU | 04/12/1999 | Services |
| PRADA Netherland Bv (*) | EUR | 20 | 100 | Amsterdam, NL | 03/27/2000 | Retail |
| Church Denmark Aps | DKK | 50 | 100 | Copenhagen, DK | 03/13/2014 | Retail |
| Church Holding UK Ltd (*) | GBP | - | 100 | Northampton, UK | 07/22/1999 | Dormant |
| Church France Sas | EUR | 2,856 | 100 | Paris, FR | 06/01/1955 | Retail |
| Church UK Retail Ltd | GBP | 1,021 | 100 | Northampton, UK | 07/16/1987 | Retail |
| Church's English Shoes Switzerland Sa | CHF | 100 | 100 | Lugano, CH | 12/29/2000 | Retail |
| Church & Co. Ltd (*) | GBP | 2,811 | 100 | Northampton, UK | 01/16/1926 | Sub-Holding/Manufacturing/Distribution |
| Church & Co. (Footwear) Ltd | GBP | 44 | 100 | Northampton, UK | 03/06/1954 | Trademarks |
| Church English Shoes Sa | EUR | 75 | 100 | Brussels, BE | 02/25/1963 | Retail |
| PRADA Czech Republic Sro (*) | CZK | 2,500 | 100 | Prague, CZ | 06/25/2008 | Retail |
| PRADA Portugal Unipessoal Lda (*) | EUR | 5 | 100 | Lisbon, PT | 08/07/2008 | Retail |
| PRADA Rus Llc (*) | RUB | 250 | 100 | Moscow, RU | 11/07/2008 | Retail |
| Church Spain SI | EUR | 3 | 100 | Madrid, ES | 05/06/2009 | Retail |
| PRADA Bosphorus Deri Mamuller Ltd Sirketi (*) | TRY | 73,000 | 100 | Istanbul, TR | 02/26/2009 | Retail |
| PRADA Ukraine Llc (*) | UAH | 240,000 | 100 | Kiev, UA | 10/14/2011 | Retail |
| Church Netherlands Bv | EUR | 18 | 100 | Amsterdam, NL | 07/07/2011 | Retail |
| Church Ireland Retail Ltd | EUR | 50 | 100 | Dublin, IE | 11/20/2011 | Retail |
| Church Austria Gmbh | EUR | 35 | 100 | Vienna, AT | 01/17/2012 | Retail |
| PRADA Sweden Ab (*) | SEK | 500 | 100 | Stockholm, SE | 12/18/2012 | Retail |
| Church Footwear Ab | SEK | 100 | 100 | Stockholm, SE | 12/18/2012 | Retail |
| PRADA Switzerland Sa (*) | CHF | 24,000 | 100 | Lugano, CH | 09/28/2012 | Retail |
| PRADA Kazakhstan Llp (*) | KZT | 500,000 | 100 | Almaty, KZ | 06/24/2013 | Retail |
| Kenon Ltd (*) | GBP | 84,000 | 100 | London, UK | 02/07/2013 | Real Estate |
| Tannerie Limoges Sas (*) | EUR | 600 | 60 | Isle, FR | 08/19/2014 | Manufacturing |
| PRADA Denmark Aps (*) | DKK | 26,000 | 100 | Copenhagen, DK | 05/19/2015 | Retail |
| PRADA Finnish Oy (*) | EUR | 3 | 100 | Helsinki, FI | 11/09/2015 | Retail |
| PRADA Belgium Sprl (*) | EUR | 1,800 | 100 | Brussels, BE | 12/04/2015 | Retail |
| Hipic Prod Impex Srl (*) | RON | 200 | 80 | Sibiu, RO | 04/15/2016 | Manufacturing |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
| Entity | Local currency | Share capital (000s of local currency) | % Interest | Registered office and principal country of operation | Date of incorporation/ establishment (MM/DD/YYYY) | Main Business |
|---|---|---|---|---|---|---|
| Americas | ||||||
| PRADA USA Corp. (*) | USD | 152,211 | 100 | New York, US | 10/25/1993 | Distribution/Services/ Retail |
| TRS Hawaii Llc | USD | 400 | 55 | Honolulu, US | 11/17/1999 | Duty-Free Stores |
| PRADA Canada Corp. (*) | CAD | 300 | 100 | Toronto, CA | 05/01/1998 | Distribution/Retail |
| Church & Co. (USA) Ltd | USD | 85 | 100 | New York, US | 09/08/1930 | Retail |
| Post Development Corp. (*) | USD | 45,138 | 100 | New York, US | 02/18/1997 | Real Estate |
| PRADA Retail Mexico, S. de R.L. de C.V. | MXN | 269,058 | 100 | Mexico City, MX | 07/12/2011 | Retail |
| PRADA Brasil Importação e Comércio de Artigos de Luxo Ltda (*) | BRL | 210,000 | 100 | Sao Paulo, BR | 04/12/2011 | Retail |
| PRM Services S. de R.L. de C.V. (*) | MXN | 7,203 | 100 | Mexico City, MX | 02/27/2014 | Services |
| PRADA Panama Sa (*) | PAB | 30 | 100 | Panama, PA | 09/15/2014 | Retail |
| PRADA Retail Aruba Nv (*) | USD | 2,011 | 100 | Oranjestad, AW | 09/25/2014 | Retail |
| PRADA St. Barthelemy Sarl (*) | EUR | 1,220 | 100 | Gustavia, BL | 04/01/2016 | Retail |
| Asia-Pacific and Japan | ||||||
| PRADA Asia Pacific Ltd (*) | HKD | 3,000 | 100 | Hong Kong, HK | 09/12/1997 | Retail/Services |
| PRADA Taiwan Ltd | TWD | 3,800 | 100 | Hong Kong, HK | 09/16/1993 | Retail |
| PRADA Retail Malaysia Sdn. Bhd (*) | MYR | 1,000 | 100 | Kuala Lumpur, MY | 01/23/2002 | Retail |
| TRS Hong Kong Ltd | HKD | 500 | 55 | Hong Kong, HK | 02/23/2001 | Duty-Free Stores |
| PRADA Singapore Pte Ltd (*) | SGD | 1,000 | 100 | Singapore, SG | 10/31/1992 | Retail |
| TRS Singapore Pte Ltd (*) | SGD | 500 | 55 | Singapore, SG | 08/08/2002 | Duty-Free Stores |
| PRADA Korea Llc (*) | KRW | 8,125,000 | 100 | Seoul, KR | 11/27/1995 | Retail |
| PRADA (Thailand) Co. Ltd (*) | THB | 372,000 | 100 | Bangkok, TH | 06/19/1997 | Retail |
| PRADA Japan Co. Ltd (*) | JPY | 1,200,000 | 100 | Tokyo, JP | 03/01/1991 | Retail |
| TRS Guam Partnership | USD | 1,095 | 55 | Guam, GU | 07/01/1999 | Duty-Free Stores |
| TRS Saipan Partnership | USD | 1,405 | 55 | Saipan, MP | 07/01/1999 | Duty-Free Stores |
| PRADA Australia Pty Ltd (*) | AUD | 13,500 | 100 | Sydney, AU | 04/21/1997 | Retail |
| PRADA Trading (Shanghai) Co. Ltd | RMB | 1,653 | 100 | Shanghai, CN Limited Liability Company | 02/09/2004 | Dormant |
| TRS Okinawa KK | JPY | 10,000 | 55 | Tokyo, JP | 01/21/2005 | Duty-Free Stores |
| PRADA Fashion Commerce (Shanghai) Co. Ltd | RMB | 474,950 | 100 | Shanghai, CN Limited Liability Company | 10/31/2005 | Retail |
| Church Japan Company Ltd | JPY | 100,000 | 100 | Tokyo, JP | 04/17/1992 | Retail |
| Church Hong Kong Retail Ltd | HKD | 29,004 | 100 | Hong Kong, HK | 06/04/2004 | Retail |
| Church Singapore Pte Ltd | SGD | 7,752 | 100 | Singapore, SG | 08/18/2009 | Retail |
| PRADA Dongguan Trading Co. Ltd | RMB | 8,500 | 100 | Dongguan, CN Limited Liability Company | 11/28/2012 | Services |
| Church Footwear (Shanghai) Co. Ltd | RMB | 31,900 | 100 | Shanghai, CN Limited Liability Company | 12/05/2012 | Retail |
| PRADA New Zealand Ltd (*) | NZD | 3,500 | 100 | Wellington, NZ | 07/05/2013 | Retail |
| PRADA Vietnam Limited Liability Company (*) | VND | 66,606,570 | 100 | Hanoi City, VN | 09/09/2014 | Retail |
| PT PRADA Indonesia (*) | IDR | 3,023,844 | 100 | Jakarta, ID | 10/15/2014 | Dormant |
| PRADA Macau Co. Ltd | MOP | 25 | 100 | Macau, MO | 01/22/2015 | Retail |
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
| Entity | Local currency | Share capital (000s of local currency) | % Interest | Registered office and principal country of operation | Date of incorporation/ establishment (MM/DD/YYYY) | Main Business |
|---|---|---|---|---|---|---|
Middle East
| PRADA Middle East Fzco (*) | AED | 18,000 | 60 | Jebel Ali Free Zone, AE | 05/25/2011 | Distribution/Services |
|---|---|---|---|---|---|---|
| PRADA Emirates Llc (**) | AED | 300 | 29.4 | Dubai, AE | 08/04/2011 | Retail |
| PRADA Kuwait Wll (**) | KWD | 50 | 29.4 | Kuwait city, KW | 09/18/2012 | Retail |
| PRADA Retail Wll (*) | QAR | 15,000 | 100 | Doha, QA | 02/03/2013 | Retail |
| PRADA Saudi Arabia Ltd (*) | SAR | 26,666 | 75 | Jeddah, SA | 07/02/2014 | Retail |
Other countries
| PRADA Maroc Sarlau (*) | MAD | 95,000 | 100 | Casablanca, MA | 11/11/2011 | Dormant |
|---|---|---|---|---|---|---|
| PRADA Retail South Africa (Pty) Ltd (*) | ZAR | 50,000 | 100 | Sandton, ZA | 09/06/2014 | Retail |
() Company owned directly by PRADA Spa
(*) Company consolidated based on definition of control per IFRS 10
40. Disclosures regarding non-controlling interests
The financial information of companies not entirely controlled by the Group is provided below, as required by IFRS 12. The amounts are stated before the consolidation adjustments.
June 30, 2018 financial statements:
| Entity | Group's percentage interest | Local currency | Total assets | Total equity | Net revenues six months | Net income / (loss) six months | Dividends paid to non-controlling shareholders (amounts in Euro thousands) |
|---|---|---|---|---|---|---|---|
| Artisans Shoes Srl. | 66.7 | EUR | 34,240 | 7,905 | 29,887 | 941 | (816) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| TRS Hawaii Llc | 55 | USD | 6,756 | 3,822 | 6,286 | (19) | - |
| TRS Hong Kong Ltd | 55 | HKD | 50,633 | 577 | - | (34) | (2,371) |
| TRS Singapore Pte Ltd | 55 | SGD | 2,041 | 1,495 | 1,708 | 285 | (560) |
| TRS Guam | 55 | USD | 8,915 | 7,832 | 5,299 | 434 | - |
| TRS Saipan | 55 | USD | 4,248 | 3,766 | 2,402 | 435 | - |
| TRS New Zealand Pty. Ltd | 55 | NZD | - | - | - | - | (88) |
| TRS Okinawa | 55 | JPY | 969,955 | 817,908 | 531,369 | 56,870 | - |
| TRS MACAU | 55 | MOP | 151,759 | 88,983 | 138,463 | 19,748 | - |
| Prada United Arab Emirates | 29.4 | AED | 292,000 | (98,604) | 102,959 | (26,501) | - |
| Prada Middle East FZCO | 60 | AED | 444,094 | 183,583 | 96,769 | (516) | - |
| Prada Kuwait | 29.4 | KWD | 7,657 | 648 | 4,478 | 448 | - |
| Prada Saudi Arabia | 75 | SAR | 74,057 | 15,225 | 31,516 | (2,294) | - |
| Tannerie Limoges Sas. | 60 | EUR | 9,155 | 369 | 2,654 | (51) | - |
| Hipic Prod Impex Srl | 80 | RON | 17,978 | (545) | - | (559) | - |
| Pelletteria Ennepi Srl | 80 | EUR | 6,749 | 2,387 | - | 166 | - |
There are no significant restrictions on the Group's ability to access or use assets and settle liabilities as of the reporting date.
41. Subsequent Events
Nothing to report.
PRADA Group
Interim Financial Report 2018 - Notes to the Interim condensed consolidated financial statements
الخارجية، ومن ثم فإننا نريد أن نكون في حالة من الخسارة، فبمجرد أن نكون في حالة من الخسارة، نكون في حالة من الخسارة، فبمجرد أن نكون في حالة الخسارة، نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة، فبمجرد أن نكون في حالة الخسارة،