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PRADA S.p.A. Interim / Quarterly Report 2020

Sep 22, 2020

50262_rns_2020-09-22_b9b81985-a274-4514-9e64-fd9d3aa3372f.pdf

Interim / Quarterly Report

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Interim Financial Report 2020

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 2020


الخارجية، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان، ومن ثم فإننا ننسب إلى وجود عدد لا متناهٍ من الأعداد التي نسميها «الخارجية» (الخارجية) في كل مكان،


INDEX

The PRADA Group 3
Financial Review 9
Corporate Governance 33
Interim Condensed Consolidated Financial Statements 43
Notes to the Interim Condensed Consolidated Financial Statements 49


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Miuccia Prada and Patrizio Bertelli


THE PRADA GROUP

PRADA spa
Interim Financial Report 2020 - The PRADA Group
3


PRADA S.P.A. COMPANY 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

8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong

Company Corporate 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)
Gian Franco Oliviero Mattei
Carlo Mazzi

PRADA spa
Interim Financial Report 2020 - The PRADA Group


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
David Terracina (Chairman)
Gian Franco Oliviero Mattei
Gianluca Andriani
(Italian Leg. Decr. 231/2001)

Main Shareholder
PRADA Holding S.p.A.
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)
8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong

Authorized Representatives in Hong Kong
Carlo Mazzi
Via A. Fogazzaro, 28
20135 Milan, Italy

Ying-Kwai Yuen (Fellow member, HKICS)
8th Floor, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong

Alternate Authorized Representative to Carlo Mazzi in Hong Kong
Sing Cheong Liu
Flat A, 17/F, Park Haven
38 Haven Street
Causeway Bay, 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 S.p.A.
Via Tortona, 25
20144 Milan, Italy

PRADA spa
Interim Financial Report 2020 - The PRADA Group


PRADA GROUP STRUCTURE

PRADA spa
Milan
HOLONS/MANUFACTURING DISTRIBUTION SERVICES

| 100% | Church & Co ltd
Northampton
MANUFACTURING DISTRIBUTION SERVICES | 100% | IPI Logistica srl
Milan
SERVICES | 100% | PRADA Canada Corp
Toronto
DISTRIBUTION/RETAL | 100% | PRADA Australia pty ltd
Sydney
RETAL |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 100% | Church & Co (Footwear) ltd
Northampton
TRADEMARKS | 66.7% | Artisans Shoes srl
Montegranaro
PRODUCTION | 100% | Post Development Corp
New York
REAL ESTATE | 100% | PRADA Korea llc
Seoul
RETAL |
| 100% | Church UK Retail ltd
Northampton
RETAL | 40% | Les Femmes srl
Porto S. Elpidio
PRODUCTION | 100% | PRADA USA Corp
New York
DISTRIBUTION/SERVICES/RETAL | 100% | PRADA Singapore pte ltd
Singapore
RETAL |
| 100% | Church's English Shoes sa
Brussels
RETAL | 60% | Tannerie Limoges sas
Isle
PRODUCTION | | TRS Hawaii llc
Honolulu
DFS | 55% | 100% PRADA Retail
Malaysia sdn bhd
Kuala Lumpur
RETAL |
| 100% | Church France sas
Paris
RETAL | 90% | Pelletteria Ennepi srl
Figline e
Incisa Valdarno
PRODUCTION | | TRS Guam Partnership
Guam
DFS | 55% | 100% PRADA Japan Co ltd
Tokyo
RETAL |
| 100% | Church Spain sl
Madrid
RETAL | 100% | Figline srl
Milan
PRODUCTION | | PRADA Retail Mexico
S. de R.L. de C.V.
Mexico City
RETAL | 100% | 55% Travel Retail Shops
Okinawa kk
Tokyo
DFS |
| 100% | Church Ireland Retail ltd
Dublin
RETAL | 80% | Hipic Prod Impex srl
Sibiu
PRODUCTION | | | | 100% PRADA (Thailand) Co ltd
Bangkok
RETAL |
| 100% | Church Austria gmbh
Vienna
RETAL | | | 100% | PRADA Brasil
Importação e Comércio
de Artigos de Luxo ltd
São Paulo
RETAL | 100% | PRADA New Zealand ltd
Wellington
RETAL |
| 100% | Church Netherlands bv
Amsterdam
RETAL | | | 100% | PRM Services
S. de R.L. de C.V.
Mexico City
SERVICES | 100% | PRADA Vietnam Limited
Liability Company
Hanoi
RETAL |
| 100% | Church Footwear ab
Stockholm
RETAL | | | 100% | PRADA Panama sa
Panama
RETAL | 55% | TRS Saipan Partnership
Saipan
DFS |
| 100% | Church Denmark aps
Copenhagen
RETAL | | | 100% | PRADA Retail Aruba nv
Aruba
RETAL | 55% | TRS Hong Kong ltd
Hong Kong
DFS |
| 100% | Church Germany gmbh
Münich
RETAL | | | 100% | PRADA Saint
Barthelemy sarl
Gustavia
RETAL | | Macau Branch
Macau
DFS |
| 100% | Church's English Shoes
Switzerland sa
Lugano
RETAL | | | 100% | PRADA Maroc Sarlau
Casablanca
DORMANT | 55% | TRS Singapore pte ltd
Singapore
DFS |
| 100% | Church Italia srl
Milan
RETAL | | | | Marec Branch
Marrakech
DORMANT | 100% | PRADA Asia Pacific ltd
Hong Kong
SERVICES/RETAL |
| 100% | Church & Co (USA) ltd
New York
RETAL | | | | | | PRADA Taiwan ltd
Hong Kong
RETAL |
| 100% | Church Hong Kong
Retail ltd
Hong Kong
RETAL | | | | | | Taipei Branch
Taipei
RETAL |
| 100% | Church Japan Company ltd
Tokyo
RETAL | | | | | | PRADA Trading
(Shanghai) Co ltd
Shanghai
DORMANT |
| 100% | Church Singapore pte ltd
Singapore
RETAL | | | | | | PRADA Fashion Commerce
(Shanghai) Co ltd
Shanghai
RETAL |
| 100% | Church Footwear
(Shanghai) Co ltd
Shanghai
RETAL | | | | | | PRADA Macau Co ltd
Macau
RETAL |
| 100% | Church Korea llc
Seoul
RETAL | | | | | | PRADA Dongguan
Trading Co ltd
Dongguan
SERVICES |

6
PRADA spa
Interim Financial Report 2020 - The PRADA Group


PRADA spa
Interim Financial Report 2020 - The PRADA Group

| 60% | PRADA Middle East fzco
Jebel Ali Free Zone-Duba
DISTRIBUTION/SERVICES | 100% | Fratelli Prada spa
Milan
RETAL | 100% | Marchesi 1824 srl
Milan
FOOD&BEVERAGE | 100% | PRADA sa
Luxembourg
TRADEMARK |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 49% | PRADA Emirates IIc
Dubai
RETAL | 100% | PRADA Retail France sas
Paris
RETAL | | UK Branch
London | | Swiss Branch
Lugano
SERVICES |
| 49% | PRADA Kuwait wll
Kuwait City
RETAL | 100% | PRADA Monte-Carlo sam
Monaco
RETAL | | | 100% | PRADA Company sa
Luxembourg
SERVICES |
| 100% | PRADA Retail wll
Doha
RETAL | 100% | PRADA Belgium sprl
Brussels
RETAL | | | | |
| 75% | PRADA Saudi Arabia Itd
Jeddah
RETAL | 100% | PRADA Germany gmbh
Munich
RETAL/SERVICES | | | | |
| 100% | PRADA Retail
South Africa (pty) Itd
Sandton
RETAL | 100% | PRADA Austria gmbh
Vienna
RETAL | | | | |
| 100% | PRADA Rus IIc
Moscow
RETAL | 100% | PRADA Czech Republic sro
Prague
RETAL | | | | |
| 100% | PRADA Ukraine IIc
Kiev
RETAL | 100% | PRADA Netherlands bv
Amsterdam
RETAL | | | | |
| 100% | PRADA Kazakhstan IIp
Annaty
RETAL | 100% | PRADA Switzerland sa
Lugano
RETAL | | | | |
| | | 100% | PRADA Spain sl
Madrid
RETAL | | | | |
| | | 100% | PRADA Portugal
Unipessoal Ida
Lisbon
RETAL | | | | |
| | | 100% | PRADA Hellas
Sole Partner IIc
Athens
RETAL | | | | |
| | | 100% | PRADA Bosphorus Deri
Mamüller Itd Sirketi
Istanbul
RETAL | | | | |
| | | 100% | PRADA Retail UK Itd
London
RETAL | | | | |
| | | | Ireland Branch
Dublin
RETAL | | | | |
| | | 100% | PRADA Denmark aps
Copenhagen
RETAL | | | | |
| | | 100% | PRADA Sweden ab
Stockholm
RETAL | | | | |
| | | 100% | Kenon Itd
London
REAL ESTATE | | | | |


الخارجية. وقدْ وجدنا أن هذه الأعداد التي لا يمكن أن تكون غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة، بل هي غير مألوفة،


FINANCIAL REVIEW

PRADA spa
Interim Financial Report 2020 - Financial Review
9


BASIS OF PREPARATION OF FINANCIAL REVIEW

The financial information for the six months ended June 30, 2020 presented herein refers to the group of companies controlled by PRADA spa (the "Company"), the parent company of the PRADA Group (the "Group"), and it is based on the unaudited Interim Condensed Consolidated Financial Statements for the six-month period ended June 30, 2020.

The tables reported in the Financial Review were prepared in accordance with the International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board ("IASB") and adopted by the European Union, with the exception of the Amendment "Covid-Related Rent Concessions: Amendment to IFRS 16" issued by the IASB on May 28, 2020, but whose endorsement process at European Union level is not yet complete at the reporting date.

PRADA spa
Interim Financial Report 2020 - Financial Review


CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) % six months ended June 30 2019 (unaudited) %
Net Sales 925,283 98.7% 1,546,378 98.5%
Royalties 12,374 1.3% 23,745 1.5%
Net revenues 937,657 100.0% 1,570,123 100%
Cost of goods sold (277,332) -29.6% (444,374) -28.3%
Gross margin 660,325 70.4% 1,125,749 71.7%
Product design and development costs (52,986) -5.7% (65,053) -4.1%
Advertising and promotion expenses (94,177) -10.0% (101,477) -6.5%
Selling costs (499,047) -53.3% (706,565) -45.0%
General and administrative expenses (97,536) -10.3% (102,180) -6.5%
Operating expenses (743,746) -79.3% (975,275) -62.1%
Selling expenses of the closed stores during the lockdowns (112,375) -12.0% - -
Total operating expenses (856,121) -91.3% (975,275) -62.1%
Operating income / (loss) - EBIT (195,797) -20.9% 150,474 9.6%
Interest and other financial income / (expenses), net (16,407) -1.7% (7,749) -0.4%
Interest expenses on Lease Liability (23,433) -2.5% (24,735) -1.6%
Dividends from investments 116 0.0% 2,023 0.1%
Total financial income / (expenses) (39,724) -4.2% (30,461) -1.9%
Income / (loss) before taxation (235,520) -25.1% 120,013 7.7%
Taxation 52,005 5.5% 34,418 2.2%
Net income / (loss) for the period (183,515) -19.6% 154,431 9.9%
Net income / (loss) - Non-controlling interests (3,183) -0.3% (463) 0.0%
Net income / (loss) - Group (180,332) -19.2% 154,894 9.9%
Basic and diluted earnings / (losses) per share (in Euro per share) (0.070) 0.061

PRADA spa

Interim Financial Report 2020 - Financial Review


KEY FINANCIAL INFORMATION

| Key economic figures
(amounts in thousands of Euro) | six months
ended June 30
2020
(unaudited) | six months
ended June 30
2019
(unaudited) |
| --- | --- | --- |
| Net revenues | 937,657 | 1,570,123 |
| Operating income/(loss) - EBIT excluding Selling expenses of the closed stores during the lockdowns | (83,422) () | - |
| % Incidence on net revenues | -8.9% | - |
| Operating income/(loss) - EBIT including Selling expenses of the closed stores during the lockdowns | (195,797) | 150,474 |
| % Incidence on net revenues | -20.9% | 9.6% |
| Net income / (loss) of the Group | (180,332) | 154,894 |
| Earnings / (losses) per share (Euro) | (0.070) | 0.061 |
| Average number of employees (in unit) | 13,669 | 13,618 |
| Net Operating Cash Flows (
*) | (26,455) | 137,334 |

() The "Selling expenses of the closed stores during the lockdowns" include the direct costs pertaining to the stores that could not operate following the lockdown imposed by the Governments in the various countries around the world
(
*) Net Cash Flows from operating activities less repayments of lease liability

| Key indicators
(amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Net operating working capital | 650,444 | 702,835 |
| Net invested capital | 5,557,031 | 5,809,417 |
| Net financial position surplus / (deficit) | (515,488) | (405,544) |
| Group shareholders' equity | 2,736,332 | 2,967,158 |

HIGHLIGHTS FOR THE SIX MONTHS ENDED JUNE 30, 2020

The health crisis and its rapid spread worldwide interrupted the Group's strong revenue momentum registered up until the end of January 2020.

The Prada Group reacted promptly with effective cost containment measures. It also reorganized production to adapt to the new situation, revised its investment plans and suspended distribution of dividends, with the aim of strengthening its financial flexibility to cope with the crisis context. At the same time, the Group ensured safe environment for employees and customers in different phases of lockdown worldwide.

Following the reopening of the store network, the Group has seen ongoing recovering sales trends, with significant growth in Asia as well as encouraging signs in other markets, driven by strong local consumption and despite the lack of tourism.

The first month of the year featured strong double-digit growth of the retail net sales across almost all regions, brands and categories, confirming the positive

PRADA spa

Interim Financial Report 2020 - Financial Review


trends already seen in the second half of 2019.

However, in the space of a few weeks, the pervasive effects of the public health crisis interrupted the growth and required immediate implementation of an adaptation strategy. The Chinese market was the first to be hit, followed by other Asia Pacific countries, then Italy, the rest of Europe, the U.S.A. and ultimately the Middle East, North America and South America.

The restrictions on the freedom of movement imposed by governments made travelers flows vanish on a global scale. The simultaneous introduction of health safety measures meant closing the stores, but also affecting the operational capacity when they reopened. From February to May 2020, the Prada Group operated with an average of 40% stores closed, after a peak of 70% in April.

On a productive front, the most struck country was Italy, where the Group concentrates the vast majority of its manufacturing activities: 19 of the Group's 22 manufacturing facilities, the main raw material and finished product warehouses, and about 80% of the external manufactures and raw material suppliers. Rapid adoption of a rigorous safety protocol and full collaboration with the government authorities enabled to limit the production shutdown to five weeks; stores were supplied with the products of the new season on time and stock was managed effectively without any particular inventory surpluses.

The efficiency and the continuity of logistical activities permitted the online sales channels to support important growth, thus allowing the Group to continue to serve the customers during the long period of lockdowns. The progressive improvement in the health crisis situation accompanied by the easing of government restrictions in the various countries coincided with a gradual return to the previous level of retail activity. In some markets, such as China, the sales recovery was particularly quick and robust.

The wholesale channel significantly declined in the period due also to the strategic decision to downsize this business in order to focus on the development of the Group's retail channel and e-commerce.

The Prada Group's response to the sudden decrease in revenues was immediate and involved all business functions: from the craft workers, who did not hesitate to comply with the new safety protocols at the factory, to the retail workers, who kept their contacts with customers alive while awaiting the reopenings, and all functions in between, ensuring continuity in a context of strict cost control aimed at curbing the losses and related cash outflows.

Significant discounts were obtained on many leases for the shutdown periods, many

PRADA spa

Interim Financial Report 2020 - Financial Review
13


marketing initiatives were canceled or postponed and much discretionary spending was limited. Where applicable, government aids were used and integrated by the Group so as to ensure blue-collar and white-collar employees up to 100% of their salaries.

In the face of completely new challenges, the determination to take the fundamental steps for long-term growth never waned: during the period the new Prada Co-Creative Director, the new Miu Miu General Manager and the new Industrial Director arrived, while being joined by the new Communication Director in July. At the same time, the investment plan designed to enhance the retail network with restyling and relocation projects was merely postponed.

Lastly, in order to provide the Group with the financial flexibility needed to deal with the crisis for an even longer period than the one currently foreseeable, Prada Spa obtained a 24-month Euro 300 million revolving credit facility (RCF) in early May which, added to the previous RCF for the same amount expiring in 2025, brings the Group's undrawn credit facilities liquid assets to Euro 748 million.

PRADA spa
Interim Financial Report 2020 - Financial Review


ANALYSIS OF NET REVENUES

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) % six months ended June 30 2019 (unaudited) % % change
Net Sales by geographical area
Europe 297,518 32.2% 598,800 38.7% -50.3%
Asia Pacific 378,971 41.0% 498,578 32.2% -24.0%
Americas 104,857 11.3% 215,676 13.9% -51.4%
Japan 114,765 12.4% 180,556 11.7% -36.4%
Middle East and Other countries 29,172 3.2% 52,768 3.4% -55.3%
Total Net Sales 925,283 100% 1,546,378 100% -40.2%
Net Sales by brand
Prada 774,876 83.7% 1,284,429 83.1% -39.7%
Miu Miu 130,878 14.1% 220,774 14.3% -40.7%
Church's 15,054 1.6% 32,844 2.1% -54.2%
Other 4,474 0.6% 8,331 0.5% -46.3%
Total Net Sales 925,283 100% 1,546,378 100% -40.2%
Net Sales by product line
Leather goods 525,621 56.8% 867,852 56.1% -39.4%
Clothing 223,230 24.1% 339,442 22.0% -34.2%
Footwear 162,601 17.6% 309,393 20.0% -47.4%
Other 13,831 1.5% 29,691 1.9% -53.4%
Total Net Sales 925,283 100% 1,546,378 100% -40.2%
Net Sales by channel
Net Sales of direct operated stores (DOS) 834,525 90.2% 1,231,918 79.7% -32.3%
Sales to independent customers and franchisees 90,758 9.8% 314,460 20.3% -71.1%
Total Net Sales 925,283 100% 1,546,378 100% -40.2%
Net Revenues
Net Sales 925,283 98.7% 1,546,378 98.5% -40.2%
Royalties 12,374 1.3% 23,745 1.5% -47.9%
Total Net Revenues 937,657 100% 1,570,123 100% -40.3%

DISTRIBUTION CHANNELS

The revenues for the six months ended June 30, 2020 were Euro 937.7 million, down by 40.3% at current exchange rates compared with the same period of 2019 (Euro 1,570.1 million). Exchange rates did not have a material effect on revenues, either at a consolidated level or for the following details.

Due to the pandemic, the retail channel began to show a decline in February, at the peak of the health emergency in China, despite the double-digit growth recorded until then in Europe, the Americas and the Middle East. The subsequent global spread led to the temporary closing of stores in nearly all countries, with a 40% on average of stores closed from February to May, after a peak of 70% in April. The net sales of the retail channel fell by 32.3% versus the comparative period.

PRADA spa

Interim Financial Report 2020 - Financial Review


Thanks also to investments made in recent years in functionality, geographical coverage and user experience, e-commerce sales more than doubled compared with the first half of 2019, although the relevant baseline was not that significant in absolute amounts. The online sales growth was apparent, and even stronger, also after the physical stores reopenings.

After three new openings and seven closures in the period, at June 30, 2020 there are 637 directly operated stores (DOS), with some 8% of them still closed due to the pandemic. Overall, the retail channel accounted for 90% of the Prada Group's net sales in the period.

The wholesale channel presented a 71.1% decline compared with 2019, reflecting the decision to downsize the network of independent clients to protect the brand image and foster additional retail growth.

MARKETS

Retail sales in Asia Pacific were down by 18.8% at current exchange rates, due to the effects of the Covid-19 that impacted firstly in Mainland China and that led also to the disappearance of tourist flows, notably in Hong Kong S.A.R. and Macao S.A.R. which suffered for the whole period under review. Nevertheless, due to the rapid recovery of consumer spending when the Covid-19 emergency ended, retail net sales in the Chinese mainland resumed growth since April, leading the total retail net sales of the period in line with those of the comparative six-month of 2019.

South Korea and Taiwan, which didn't experience major store closures, had rather robust double-digit growth over the six-month period.

The wholesale sales showed a decline in the duty-free channel given the absence of tourists' flows.

In Europe, the effects of the prolonged lockdown periods were worsened by the travel ban, considering the relevance of touristic flows in this region.

After a double-digit growth in January and February, retail net sales in the region underwent a significant decline, totaling a 40.8% overall contraction compared to the six-month period of 2019. The market registered a very good response to store reopenings from local consumption, but it was still impacted by the lack of travelers.

Europe continues to be the largest market for the wholesale channel, even after the aforementioned marketing policies. The contraction of the six-month period

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had a significant impact on the total data of the entire channel.

The American retail channel performed in a similar manner to that of Europe, which means double-digit growth in the first two months of the year followed by a large decline due to the stores shutdowns. The net retail sales fell by 41.6% at current exchange rates compared with the first six months of 2019, while the wholesale channel saw a larger decline.

The Japanese market reported net retail sales down by 36.7% compared with the first six months of 2019. The sales contraction was attributable to stores closures that mainly impacted domestic consumption and, to a lesser extent, the absence of tourism flows in Japan and in the Hawaiian islands, Guam and Saipan, which are part of this sales area. Upon stores reopening in Japan, the region showed trends progressively improving.

Like Europe and America, the Middle East reported growth in the first two months of the year, followed by a sudden contraction during the lockdown. The sales of the six-month period were down by 42.6% at current exchange rates, as a result of the decrease of domestic customers and absence of tourism in Dubai.

PRODUCTS

The retail sales by product category showed less negative results for clothing and leather goods (down by 27.2% and 30.7% at current exchange rates, respectively) than for footwear (-40.8% at current exchange rates).

The wholesale sales, strongly impacted by the aforementioned rationalization, showed a deeper impact on footwear category.

BRANDS

The net sales fell for all the Group's brands, although the Prada band retail sales reported less unfavorable rates with a 31% decrease at current exchange rates. The retail sales of the Miu Miu brand fell by 35.5%, and Church's by 51.3%.

"Other brands", consisting primarily of sales of Marchesi 1824 brand patisserie products in Italy and in the U.K., showed a decline of 57%.

ROYALTIES

Licensed businesses generated less royalty income (-47.9% compared to the same six-month period of 2019), with the fragrance segment suffering less.

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NUMBER OF STORES

June 30, 2020 December 31, 2019 June 30, 2019
Owned Franchises Owned Franchises Owned Franchises
Prada 409 19 410 19 401 24
Miu Miu 157 6 160 6 164 9
Church's 62 - 62 - 62 -
Car Shoe 3 - 3 - 4 -
Marchesi 1824 and others 6 - 6 - 6 -
Total 637 25 641 25 637 33
June 30, 2020 December 31, 2019 June 30, 2019
--- --- --- --- --- --- ---
Owned Franchises Owned Franchises Owned Franchises
Europe 228 - 229 - 227 4
Americas 106 - 107 - 111 -
Asia Pacific 195 20 198 20 193 24
Japan 87 - 85 - 84 -
Middle East and Africa 21 5 22 5 22 5
Total 637 25 641 25 637 33

OPERATING RESULTS

The gross margin was down slightly from that of the comparative period (70.4% for the first six months of 2020 versus 71.7% for the same six months of 2019) due to less industrial fixed costs absorbed, mitigated by a more favorable mix of sales by channel.

The total operating expenses, including the Selling expenses of the closed stores during the lockdowns, were Euro 856.1 million, down by Euro 119.2 million from the comparative period.

More in detail, the selling expenses, Euro 611.4 million including the Selling expenses of the closed stores during the lockdowns (Euro 112.4 million), fell by Euro 95.1 million, substantially as a result of the store rent discounts obtained to deal with the impacts of the pandemic (about Euro 41 million), reduced variable costs (Euro 15 million) and the use of government subsidies to support income of the staff pertaining the selling area (Euro 18.5 million).

Advertising and communications costs, Euro 94.2 million in the six months ended June 30, 2020, presented a reduction of Euro 7.3 million from the same period of 2019 due to the postponement or cancellation of projects and events and less expenditure for traditional media space.

The product design and development costs of Euro 53 million in the six months

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ended June 30, 2020 were Euro 12.1 million lower than in the same period of 2019 largely as a result of less activities of product development in terms of both the materials used and the cost of labor.

General and administrative costs, Euro 97.5 million in the six months ended June 30, 2020, showed a decrease of Euro 4.6 million compared with the same period of 2019 attributable essentially to the containment of discretionary spending, such as travel and consulting services, as well as the recognition of government subsidies relating to the pandemic.

The operating result for the period was a loss of Euro 195.8 million.

The figures above reported included the selling expenses pertaining to the closed stores during the lockdowns, as detailed below:

(amounts in thousands of Euro) six months ended June 30, 2020 (unaudited)
Rights of use assets, net of Covid-related lease discounts 49,890
Cost of labor, net of social buffers 33,766
Depreciation of tangible fixed assets 23,558
Other expenses 5,161
Total Selling expenses of the closed stores during the lockdown 112,375

FINANCIAL CHARGES AND TAXATION

The net finance costs rose from Euro 30.5 million for the six months ended June 30, 2019 to Euro 39.7 million. The interest expense calculated under IFRS 16 decreased by Euro 1.3 million because of a lower lease liability and a shorter time horizon, whereas the interest expense on bank debt rose by a similar amount as a result of the greater average exposure than in the comparative period.

Foreign exchange losses amounted to Euro 11.3 million, up by about Euro 7 million primarily as a result of negative foreign exchange differences on leases contracts named in currencies different from those used to prepare the relevant financial statements.

The taxation line showed income of Euro 52 million mainly following the recognition of deferred tax assets on carryforwards of losses that the Group is reasonably certain to recover.

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ANALYSIS OF THE STATEMENT OF FINANCIAL POSITION

NET INVESTED CAPITAL

The following table reclassifies the statement of financial position to provide a better understanding of the composition of the net invested capital:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) | June 30
2019
(unaudited) |
| --- | --- | --- | --- |
| Right of Use assets | 2,224,514 | 2,362,841 | 2,382,864 |
| Non-current assets (excluding deferred tax assets) | 2,544,750 | 2,670,839 | 2,709,808 |
| Trade receivables, net | 204,376 | 317,554 | 336,337 |
| Inventories, net | 735,869 | 712,611 | 685,282 |
| Trade payables | (289,801) | (327,330) | (320,683) |
| Net operating working capital | 650,444 | 702,835 | 700,936 |
| Other current assets (excluding items of financial position) | 236,476 | 244,341 | 208,893 |
| Other current liabilities (excluding items of financial position) | (204,918) | (250,090) | (224,169) |
| Other current assets/ (liabilities), net | 31,558 | (5,749) | (15,276) |
| Provision for risks | (50,790) | (49,484) | (47,242) |
| Post-employment benefits | (66,028) | (63,519) | (57,635) |
| Other long-term liabilities | (42,608) | (23,215) | (26,470) |
| Deferred taxation, net | 265,191 | 214,869 | 198,282 |
| Other non-current assets/ (liabilities) | 105,765 | 78,651 | 66,935 |
| Net invested capital | 5,557,031 | 5,809,417 | 5,845,267 |
| Shareholder's equity - Group | (2,736,332) | (2,967,158) | (2,899,943) |
| Shareholder's equity - Non-controlling interests | (18,376) | (21,417) | (19,630) |
| Total Consolidated shareholders' equity | (2,754,708) | (2,988,575) | (2,919,573) |
| Long-term financial payables | (504,601) | (583,766) | (537,017) |
| Short-term financial, net surplus/ (deficit) | (10,887) | 178,222 | 30,383 |
| Net financial position surplus/ (deficit) | (515,488) | (405,544) | (506,634) |
| Long-term Lease Liability | (1,888,742) | (2,005,761) | (2,064,920) |
| Short-term Lease Liability | (398,093) | (409,537) | (354,140) |
| Total Lease Liability | (2,286,835) | (2,415,298) | (2,419,060) |
| Net financial position surplus/ (deficit), including Lease Liability | (2,802,323) | (2,820,842) | (2,925,694) |
| Shareholders' equity and net financial position | (5,557,031) | (5,809,417) | (5,845,267) |
| Net financial deficit to Consolidated shareholders' equity ratio | 18.7% | 13.6% | 17.3% |

The net invested capital at June 30, 2020 amounts to Euro 5,557 million, balanced by net bank debt of Euro 515 million, the lease liability of Euro 2,287 million and the Group's equity of Euro 2,755 million.

The right-of-use assets were down by Euro 138.3 million compared with December 31, 2019 after depreciation (Euro 230.5 million) and foreign exchange losses (Euro 11.5 million), offset by new leases or extensions of expiring ones (Euro 108.7 million).

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The non-current assets, which consist essentially of tangible assets, intangible assets and financial assets, fell from Euro 2,671 million as December 31, 2019 to Euro 2,545 million mainly after the depreciation, amortization and impairment of the period (Euro 120.3 million) net of the capital expenditures (Euro 49.3 million) detailed below:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Retail 28,075 56,157
Real estate - 60,000
Production, Logistics and Corporate 21,225 61,252
Total 49,300 177,409

Many store renovation and restyling investment projects planned for the period were postponed because of the pandemic. Instead, the technological and digital evolution projects moved forward according to plan.

The net operating working capital is Euro 650.4 million, down by Euro 52.4 million with respect to December 31, 2019 due to the collection of trade receivables regarding deliveries made at the end of 2019, net of a slight increase in inventories and a decrease in trade payables following the lower business volumes.

The other current liabilities (net) of Euro 5.7 million showed in the net invested capital at December 31, 2019 are now a net asset of Euro 31.6 million as a result of the payment of amounts due for capital expenditures (Euro 24.6 million) and direct and indirect taxation (Euro 26.7 million), net of increases in the fair value of derivatives (Euro 6 million).

The other non-current assets (net), which had been Euro 78.7 million at December 31, 2019, rose by Euro 27.1 million due basically to the recognition of deferred tax assets on loss carryforwards (about Euro 40 million) and the reclassification to short-term of the final tranche for the acquisition of Fratelli Prada spa (Euro 20.7 million), net of a the recognition of a pre-payment for a long-term commercial agreement (Euro 40 million).

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NET FINANCIAL POSITION

The following table provides details of the Group's net financial position:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) | June 30
2019
(unaudited) |
| --- | --- | --- | --- |
| Bank borrowing - non-current | (505,726) | (584,141) | (537,017) |
| Total financial payables - non-current | (505,726) | (584,141) | (537,017) |
| Financial payables and bank overdrafts - current | (537,910) | (241,464) | (293,774) |
| Payables to related parties - current | (3,398) | (3,387) | (3,343) |
| Total financial payables - current | (541,308) | (244,851) | (297,117) |
| Total financial payables | (1,047,034) | (828,992) | (834,134) |
| Cash and cash equivalents | 530,421 | 421,069 | 327,500 |
| Financial receivables from related parties - current | 1,125 | 2,004 | - |
| Financial receivables from related parties - non-current | - | 375 | - |
| Total financial receivables and Cash and cash equivalents | 531,546 | 423,448 | 327,500 |
| Net financial surplus / (deficit), total | (515,488) | (405,544) | (506,634) |

The net operating cash flow for the six-month period, after the payment of the lease liabilities (Euro 177.6 million), was an outflow of Euro 26.5 million; added to the payment of capital expenditures of Euro 82.2 million, it resulted in a net financial deficit of Euro 515.5 million at the end of the period. The period-end net financial position shows an increase of Euro 110 million compared to December 31, 2019, but it maintains the levels reported at June 30, 2019.

During the period the Group reimbursed loans due of Euro 155 million, arranged and drew down new long-term loans for a total amount of Euro 175 million, and signed an agreement for additional financial flexibility by stipulating a new revolving credit facility for Euro 300 million.

The amount of undrawn lines of credit as at June 30, 2020 is Euro 748 million.

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The following table sets forth the lease liabilities:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(unaudited) |
| --- | --- | --- |
| Short-term Lease Liability | 398,093 | 409,537 |
| Long-term Lease Liability | 1,888,742 | 2,005,761 |
| Total | 2,286,835 | 2,415,298 |

The lease liability decreased from Euro 2,415 million at December 31, 2019 to Euro 2,287 million as a result of the payments of the period (Euro 201 million), net of remeasurements due to lease adjustments or renewals (Euro 98.1 million) and interest recognized to adjust the present value of the liability (Euro 23.4 million). The lease liability is concentrated mainly in the U.S.A., Japan and Italy.

The net financial indebtedness, including the lease liability, is Euro 2,802 million at June 30, 2020.

Further information on the maturity profile of debt and obligation of the Group, currency and interest rate structure, details of charge on Group's assets and contingent liabilities is set out in notes 18, 23 and 25 of the Notes to the Interim Condensed Consolidated Financial Statements.

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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 individuals’ propensity to consume and the macroeconomic environment. Therefore, the Group’s financial and business performance is exposed to global social and macroeconomic risks due to its international scale. An unfavorable economic situation in one or more of the countries where the Group operates, or at a global level, 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 sales originates from customers who purchase products while traveling. Therefore, unfavorable economic conditions, social, health or geopolitical issues sources of instability and natural disasters that limit movement could negatively impact the Group’s sales operations, results, cash flows and overall financial condition.

The Group believes that full control of the value chain and a well-balanced presence in the global physical retail market, accompanied by an increasingly relevant digital channel and a diversified product range, mitigate the risk that adverse conditions such as these could influence significantly the business performance.

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 is a primary objective of the Prada Group, which translates into constant observance of the society and its changes, close collaboration with the world of art and culture, and continuous pursuit of innovative styles, products and communications in order to convey messages that are always consistent with the strong brand identities. In parallel, the meticulous monitoring of each internal and external phase of the value chain limits considerably the risk that an unsuitable execution of activities could affect the image and thus the value of the brands.

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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.

Miuccia Prada, assisted by a qualified team of stylists and designers, has the talent of combining intellectual curiosity, the pursuit of new and unconventional ideas, and cultural and social interests with a strong sense of fashion. This has made it possible to establish a genuine design culture, based on method and discipline, which guides everyone who works in the creative process. Moreover, the recent appointment of a Creative Co-Director for the Prada brand allows the Group to benefit from dialogue between two of the most acclaimed and influential designers of today – Miuccia Prada and Raf Simons – emphasizing the importance and power of creativity, and challenging the idea of individuality of creative invention, in a constantly evolving cultural landscape.

Approximately one thousand individuals work between the design department, where a mix of nationalities, cultures and talents contribute to creativity, and the development department, where craft skills combined with solid manufacturing processes enable the Group to keep abreast of consumer trends and emerging lifestyles, and to remain a top industry player.

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 national and international customs and tax authorities and police.

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RISKS SPECIFIC TO THE PRADA GROUP

STRATEGIC RISKS

The possibility for the Group to improve its financial and business performance depends on the successful implementation of its marketing strategy for each brand, achieved through the continuous support and development of retail sales and the constant recognition of the brands as a reference point in the industry.

The Group provides support to the retail network by offering leather goods, clothing and footwear that reflect the brand positioning and are accompanied by a unique buying experience featuring attentive revamping of the store concept and layout (both physical and digital) and the constant enrichment of customer services. The performance of the retail channel is supported by marketing initiatives intended to enhance the identity of the brands in the specific markets, emphasizing the unique features that distinguish the style and craftsmanship of the products.

Lastly, the implementation of the omnichannel strategy has paved the way for long-term business development based on product quality, strong innovation content, and interconnection of the distribution and communication channels in line with the changes in consumer demands.

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, merchandising, marketing, and distribution of the products, and in the creation of new generations of artisans.

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

Group's products are made at 22 manufacturing facilities owned by the Group, located in Europe (19 in Italy), and by a network of external manufacturers that are carefully selected on the basis of their expertise, qualifications and reliability. The Group makes nearly all the prototypes and samples and some finished products

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at its manufacturing facilities, and carries out there the most sensitive phases of production, such leather cutting and controls over raw materials (including those intended for contract manufacturers) and semi-finished goods.

All the phases of the production process are checked by the Group's specialists to ensure that the product quality standards are met and that the entire supply chain complies with PRADA spa's Code of Ethics, which must be signed before any business relationship is established. An essential part of the strategy is to develop long-term relationships based on reciprocal transparency and trust.

The Group works with approximately 1,000 raw material suppliers and contract manufacturers, some 80% of which are located in Italy. The Group has implemented a strict quality control process for all outsourced production and contractually requires its contract manufacturers to abide by all regulations on brand ownership and other intellectual property rights. Moreover, the Group demands compliance with the applicable regulations concerning labor law, social security and occupational health and safety. It oversees the conformity through a process that includes document checks and, since 2019, inspections at the suppliers' premises.

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.

The credit risk management for trade receivables is carried out by monitoring the reliability and solvency of customers, as well as through insurance agreements.

Concerning liquid assets, the risk of default substantially relates to bank deposits, which represent the Group's most widely-used financial product for investing surplus operating cash flows. Default risk is mitigated by the allocation of cash holdings to bank deposits that are diversified in terms of counterparties (always investment grade), country and currency, and that are always short-term. 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 strictly for operating activities and business processes and, consequently, the number of independent parties involved is fragmented.

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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 Group's current funds and credit lines, in addition to those that will be generated by operating and financing activities, to be sufficient for meeting its requirements for working capital management, investing activities, paying debts on time, and paying any dividends.

TAX RISKS

The Group's strategy is based on the prevention of tax risk and on tax certainty, both of which are pursued with ongoing dialogue and honest, long-term interaction with the tax authorities in the countries where it operates.

The Group's tax risks, which could derive from compliance errors or incorrect interpretation of regulations, are constantly monitored within the scope of the internal control system, and are managed within the tax control framework. The effectiveness of the tax risk management system has entitled Prada spa to participate in the Cooperative Compliance Tax Regime in Italy (under Italian Legislative Decree 128/2015).

Within the Cooperative Compliance Tax Regime, the Group set up a systematic and continuous communication channel with the Italian tax authorities based on reciprocal transparency and trust, in order to minimize uncertainties about potentially risky situations.

After its inclusion in the regime, the Italian tax authorities invited some Group companies to join the International Compliance Assurance Programme ("ICAP") launched by the Organisation for Economic Co-operation and Development ("OECD").

The program started with a pilot in 2018 that was completed in the first half of 2019, followed by a second pilot, "ICAP 2.0", in which the Group formally confirmed its participation in December 2019. As part of the first ICAP pilot phase, the Group's participating companies shared extensive information with the tax authorities of their countries of residence (Italy, the U.S.A., the U.K., Canada and Australia). At the end of the assessment, the respective tax authorities assigned the status of "low-risk taxpayer" to the aforementioned companies. In the ICAP 2.0 phase, currently in progress, the companies residing in Germany and

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the Netherlands were added.

LEGAL AND REGULATORY RISKS

The Prada Group operates in a complex regulatory environment and so is exposed to the following legal and regulatory 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 as it is listed on the Stock Exchange of Hong Kong Limited;
  • 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 accuracy of the annual 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 internal departments 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 the risk of non-compliance to an acceptable level. Monitoring activities are performed by the managers of the aforementioned departments, during the audits, and by 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, expenses, margins and profit. In order to hedge the foreign exchange risk, the Group uses derivatives 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

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spa, the Group's holding company and worldwide distributor of Prada and Miu Miu brand products.

The management of interest rate risk is described in more detail in the Notes to the Interim Condensed Consolidated Financial Statements.

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 at rates within a specified range.

The management of interest rate risk is described in more detail in the Notes to the Interim Condensed Consolidated Financial Statements.

DATA PROCESSING RISKS

Data and information is processed using IT and telematics tools whose governance model ensures, through the adoption of suitable technical and organizational measures for the protection of personal data, industrial and trade secrets and intellectual property, that:

  • information is adequately protected against the risk of accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access;
  • data is processed in accordance with the applicable laws and regulations.

In accordance with the technological and regulatory developments, the Group has set up organizational and operational controls to adapt processes and procedures aimed at adopting appropriate security measures to minimize the risks of non-compliance.

OTHER INFORMATION

INFORMATION ON RELATED-PARTY TRANSACTIONS

Information on the Group's transactions and balances with related parties is provided in the unaudited 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.

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NON-IFRS MEASURES

The Group uses certain financial measures ("non-IFRS measures") to assess its business performance and to help readers understand and analyze the results of its operations and its 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 unaudited Interim Condensed 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.

In addition to the non-IFRS measures already adopted in the 2019 Annual Report, the Group introduced a new non-IFRS measure, "Selling expenses of the closed stores during the lockdowns", in order to isolate the portion of selling operating expenses that could not generate revenues in the period.

By including this non-IFRS measure, the Group provides additional quantitative information to assist investors' understanding of the impacts of the Covid-19 pandemic on the business while helping comparison of the 2020 Interim Profit or Loss Statement with the same period of the prior year. Such non-IFRS measure is, in general, meant to make the Interim Report more understandable and more useful.

The caption "Selling expenses of the closed stores during the lockdowns", Euro 112.4 million for the six months ended June 30, 2020, includes the main direct costs pertaining to the retail network during the lockdowns imposed in the various countries by local governments, which prevented the stores from operating. The most significant amounts were Euro 49.9 million for the depreciation of rights of use assets, net of Covid-related lease discounts obtained from lessors, Euro 33.8 million for labor costs net of social buffers and Euro 23.6 million for the depreciation of tangible fixed assets.

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(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) % on net revenues six months ended June 30 2019 (unaudited) % on net revenues
Operating income / (loss) - EBIT (195,797) -20.9% 150,474 9.6%
Selling expenses of the closed stores during the lockdowns 112,375 12.0% - -
Operating income/(loss) - EBIT excluding Selling expenses of the closed stores during the lockdowns (83,422) -8.9% - -
Depreciation, amortization and impairment on tangible and intangible fixed assets 120,284 12.8% 110,730 7.1%
Depreciation and write-downs of the Right of Use assets 230,462 24.6% 229,419 14.6%
Total depreciation, amortization and impairment 350,746 37.4% 340,149 21.7%
EBITDA 154,949 16.5% 490,623 31.2%
EBITDA excluding Selling expenses of the closed stores during the lockdowns 267,324 28.5% 490,623 31.2%

TREASURY SHARES

At June 30, 2020 the Group does not hold treasury shares.

EVENTS AFTER THE REPORTING DATE

Nothing to report.

OUTLOOK

The first half of 2020 saw a temporary interruption of the Group's growth trajectory in a situation of ongoing management of the pandemic.

The Group is confident that the growth will gradually resume by the end of the year, when the stores network will again be fully operational.

The excellent response of local consumers after the reopenings confirms the desirability of the Group's products and the strong relationship with its customers, which has been further strengthened by the continued focus on digital technology. Given the level of uncertainty, it is difficult today to foresee the evolution of trading over the coming months and make forecasts. However, assuming a positive perspective, if recent encouraging retail trends are confirmed and if further significant outbreaks of the pandemic can be avoided and the Group is able to reopen its remaining closed stores, in the second half of the year the Group may return to a level of profitability that would bring the operating results for the whole of 2020 to breakeven.

Milan, July 29, 2020

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Interim Financial Report 2020 - Financial Review


CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE PRACTICES

The Company is seamlessly engaged in 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, 2020 to June 30, 2020 (the "Reviewed Period").

THE BOARD

The Board of Directors of the Company (the "Board") is responsible for setting up the overall strategy as well as reviewing the operation and financial performance of the Company and the Group.

The Board is composed of nine directors of which four are executive directors, one is a non-executive director and four are independent non-executive directors.

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").

In addition, the Board has established a Supervisory Body under the Italian Legislative Decree 231 of June 8, 2001 (the "Decree").

PRADA spa

Interim Financial Report 2020 - Corporate Governance


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. 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 three meetings on February 18, March 4 and March 17, 2020, with an attendance rate of 100%. The Audit Committee often invites the Company's senior management, the Group's internal and external auditors and the members of the board of statutory auditors to their meetings. The Audit Committee's activities for the Reviewed Period covered: the audit plan for the year 2020, the findings of the internal auditors, internal controls, risk assessment, annual review of the Group's continuing connected transactions for 2019, tax and legal updates (including management of data privacy matters), the financial reporting matters (including the annual results for the year 2019), before recommending them to the Board for approval.

The Audit Committee, in July, held two further meetings on July 9 and 29, 2020 to, among others, review the interim results for the period ended June 30, 2020, before recommending them to the Board for approval.

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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 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) and Mr. Gian Franco Oliviero Mattei, and one executive director, Mr. Carlo Mazzi. During the Reviewed Period, the Remuneration Committee held one meeting on February 20, 2020, with an attendance rate of 100% to review and recommend the remuneration package for certain executives with strategic responsibilities.

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 for consideration and, where appropriate, adoption on the structure, size and composition of the Board itself, on the selection of new Directors and on the succession plans for Directors. In discharging its duties, the Nomination Committees has considered the Board Diversity Policy and the Directors' Nomination Policy. 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 18, 2020, with an attendance rate of 100% to perform the annual review of the independence of independent non-executive directors.

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. The board of statutory auditors has the authority to supervise the Company on its compliance

PRADA spa

Interim Financial Report 2020 - Corporate Governance


with the applicable law, regulations and the By-laws, as well as on its compliance with the principles of proper management, in particular, on the adequacy of the organizational, administrative and accounting structure adopted by the Company and its functioning.

The board of statutory auditors of the Company consists of Mr. Antonino Parisi (Chairman), Mr. Roberto Spada and Mr. David Terracina. The alternate statutory auditors are Ms. Stefania Bettoni and Mr. Cristiano Proserpio.

During the Reviewed Period, the members of board of statutory auditors attended three meetings of the Board on March 18, 2020 and April 22, 2020 and June 22, 2020.

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. Gianluca Andriani.

DIVIDENDS

The Company may distribute dividends subject to the approval of the shareholders in a shareholders' general meeting. On March 15, 2019, in accordance with the Code, the Board adopted a Dividend Policy aimed at providing its shareholders a sustainable dividend stream, taking into account the cash flow from operating activities and underlying earnings achieved.

No dividends have been declared or paid by the Company in respect of the Reviewed Period.

On March 18, 2020, the Board recommended for the financial year 2019 the payment of a final dividend of Euro 0.02 per share in the capital of the Company, representing a total dividend of Euro 51,176,480 (the "March Board Meeting"). Following the spread of the pandemic, on April 22, 2020, the Board resolved to withdraw the recommendation it made at the March Board Meeting regarding the

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37


distribution of a final dividend and instead recommended to retain the whole net income of the Company for the financial year 2019 amounting to Euro 249,027,388 and allocate it as follows: (i) Euro 51,176,480 to the extraordinary reserves of the Company, and (ii) Euro 197,850,908 to the retained earnings of the Company.

CHANGE IN INFORMATION OF DIRECTORS DISCLOSED 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 2019 Annual Report, other than the changes disclosed in other paragraphs of this Corporate Governance report, is set out below:

Name of Director Change
Stefano SIMONTACCHI Appointed as a Board member of Cordusio SIM S.p.A. on April 2020.

DIRECTORS' SECURITIES TRANSACTIONS

The Company has adopted written procedures governing Directors' securities transactions on terms no less exacting than the standard set out in the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules (the "Model Code"). Specific written confirmations have been obtained from each Director to confirm his/her compliance with the required standard set out in the Model Code and the Company's relevant procedures regarding Directors' securities transactions for the Reviewed Period. There was no incident of non-compliance during the Reviewed Period.

The Company has also adopted written procedures governing securities transactions carried out by relevant employees who are likely to be in possession of inside information in relation to the Company and its securities. The terms of these procedures are no less exacting than the standard set out in the Model Code.

PURCHASE, SALE, OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the Reviewed Period.

DIRECTORS' INTERESTS AND SHORT POSITIONS IN SECURITIES

As at June 30, 2020, the Directors of the Company and their associates held the following interests in the shares, underlying shares and debentures of the

PRADA spa

Interim Financial Report 2020 - Corporate Governance


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:

  1. Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company and is therefore the holding company of the Company.
  2. Ms. Miuccia Prada Bianchi, owns indirectly through Ludo S.p.A. 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.p.A..
  3. Mr. Patrizio Bertelli owns, indirectly through PA BE 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 PA BE 1 S.r.l..

PRADA spa

Interim Financial Report 2020 - Corporate Governance


The deemed interests of Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli in the shares of the Company as at June 30, 2020 are summarized in the following chart:

img-0.jpeg

PRADA spa
Interim Financial Report 2020 - Corporate Governance


(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.p.A. Class A
Class B 5,066,000
4,965,100 Beneficial Owner 100%
C.I.D. - Cosmetics International Distribution Corp. Common Share 1 Controlled Corporation 100%
PH-RE LLC Capital Contribution (JPY) 1,000,000 As above 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, 2020, 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.

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Interim Financial Report 2020 - Corporate Governance
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SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN SECURITIES

As at June 30, 2020, 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.p.A. Interest of controlled corporation 2,046,470,760 80.00%
PA BE 1 S.r.l. Interest of controlled corporation 2,046,470,760 80.00%
Invesco Advisor Inc. Investment Manager 137,700,330 5.38%

Note:

Prada Holding S.p.A. owns approximately 80% of the issued capital in the Company. As Ludo S.p.A. owns 53.8% of Bellatrix S.p.A. which in turn owns 65% of Prada Holding S.p.A. and PA BE 1 S.r.l. owns 35% of Prada Holding S.p.A., Bellatrix S.p.A., Ludo S.p.A. and PA BE 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 spa
Interim Financial Report 2020 - Corporate Governance


INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Interim Financial Report 2020 - Interim condensed consolidated financial statements
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

| (amounts in thousands of Euro) | Notes | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- | --- |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | 6 | 530,421 | 421,069 |
| Trade receivables, net | 7 | 204,376 | 317,554 |
| Inventories, net | 8 | 735,869 | 712,611 |
| Derivative financial instruments - current | 9 | 8,627 | 3,315 |
| Receivables from, and advance payments to, related parties - current | 10 | 28,523 | 21,553 |
| Other current assets | 11 | 199,326 | 221,476 |
| Total current assets | | 1,707,142 | 1,697,578 |
| Non-current assets | | | |
| Property, plant and equipment | 12 | 1,552,612 | 1,642,480 |
| Intangible assets | 13 | 839,279 | 843,830 |
| Right of Use assets | 14 | 2,224,514 | 2,362,841 |
| Investments in equity instruments | 15 | 51,976 | 81,448 |
| Deferred tax assets | 33 | 292,859 | 244,206 |
| Other non-current assets | 16 | 163,174 | 165,372 |
| Receivables from, and advance payments to, related parties - non-current | 10 | 1,434 | 684 |
| Total non-current assets | | 5,125,848 | 5,340,861 |
| Total Assets | | 6,832,990 | 7,038,439 |
| Liabilities and Shareholders' Equity | | | |
| Current liabilities | | | |
| Short-term lease liability | 17 | 398,093 | 409,537 |
| Short-term financial payables and bank overdrafts | 18 | 537,911 | 241,464 |
| Payables to related parties - current | 19 | 13,903 | 26,057 |
| Trade payables | 20 | 289,801 | 327,330 |
| Tax payables | 21 | 64,973 | 83,809 |
| Derivative financial instruments - current | 9 | 10,655 | 11,317 |
| Other current liabilities | 22 | 118,785 | 132,294 |
| Total current liabilities | | 1,434,121 | 1,231,808 |
| Non-current liabilities | | | |
| Long-term lease liability | 17 | 1,888,742 | 2,005,761 |
| Long-term financial payables | 23 | 505,726 | 584,141 |
| Long-term employee benefits | 24 | 66,028 | 63,519 |
| Provision for risks and charges | 25 | 50,790 | 49,484 |
| Deferred tax liabilities | 33 | 27,667 | 29,337 |
| Other non-current liabilities | 26 | 95,046 | 56,365 |
| Derivative financial instruments - non-current | 9 | 10,162 | 8,789 |
| Payables to related parties - non-current | 19 | - | 20,660 |
| Total non-current liabilities | | 2,644,161 | 2,818,056 |
| Total Liabilities | | 4,078,282 | 4,049,864 |
| Share capital | | 255,882 | 255,882 |
| Total other reserves | | 2,620,087 | 2,394,051 |
| Translation reserve | | 40,695 | 61,437 |
| Net income / (loss) for the period | | (180,332) | 255,788 |
| Net Equity attributable to owners of the Group | 27 | 2,736,332 | 2,967,158 |
| Net Equity attributable to Non-controlling interests | 28 | 18,376 | 21,417 |
| Total Net Equity | | 2,754,708 | 2,988,575 |
| Total Liabilities and Total Net Equity | | 6,832,990 | 7,038,439 |
| Net current assets | | 273,021 | 465,770 |
| Total assets less current Liabilities | | 5,398,869 | 5,806,631 |

PRADA spa
Interim Financial Report 2020 - Interim condensed consolidated financial statements


CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(amounts in thousands of Euro) Notes six months ended June 30 2020 (unaudited) % six months ended June 30 2019 (unaudited) %
Net Revenues 29 937,657 100.0% 1,570,123 100.0%
Cost of goods sold 30 (277,332) -29.6% (444,374) -28.3%
Gross margin 660,325 70.4% 1,125,749 71.7%
Operating expenses 31 (856,121) -91.3% (975,275) -62.1%
Operating income / (loss) - EBIT (195,797) -20.9% 150,474 9.6%
Interest and other financial income/(expenses), net (16,407) -1.7% (7,749) -0.4%
Interest expenses on Lease Liability (23,433) -2.5% (24,735) -1.6%
Dividends from investments 116 0.0% 2,023 0.1%
Total financial income/(expenses) 32 (39,724) -4.2% (30,461) -1.9%
Income / (loss) before taxation (235,520) -25.1% 120,013 7.7%
Taxation 33 52,005 5.5% 34,418 2.2%
Net income / (loss) for the period (183,515) -19.6% 154,431 9.9%
Net income / (loss) - Non-controlling interests 28 (3,183) -0.3% (463) 0.0%
Net income / (loss) - Group 27 (180,332) -19.2% 154,894 9.9%
Basic and diluted earnings / (losses) per share (in Euro per share) 34 (0.070) 0.061

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45


CONSOLIDATED STATEMENT OF CASH FLOWS

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Income / (loss) before taxation (235,520) 120,013
Profit or loss adjustments
Depreciation and write-downs of the Right of Use assets 230,462 229,419
Depreciation and amortization of property, plant and equipment and intangible assets 113,740 108,561
Impairment of property, plant and equipment and intangible assets 6,544 2,169
Non-monetary financial (income) expenses 25,701 3,156
Interest expenses on Lease Liability 23,433 24,735
Other non-monetary (income) expenses (53,896) 3,492
Balance Sheet changes
Other non-current assets and liabilities 34,842 (7,414)
Trade receivables, net 109,714 (13,864)
Inventories, net (35,932) (50,401)
Trade payables (41,607) 11,563
Other current assets and liabilities 26,494 (26,490)
Cash flows from operating activities 203,975 404,939
Interest paid (net), including interest paid on Lease Liability (29,861) (25,032)
Taxes paid (22,980) (15,724)
Net cash flows from operating activities 151,134 364,183
Purchases of property, plant and equipment and intangible assets (49,905) (187,231)
Disposals of property, plant and equipment and intangible assets 396 860
Dividends from investments 116 2,023
Purchases of equity instruments - (400)
Business Combination (32,828) -
Net cash flow utilized by investing activities (82,221) (184,748)
Dividends paid to shareholders of PRADA Spa - (145,536)
Dividends paid to Non-Controlling shareholders - (310)
Repayment of Lease Liability (177,589) (226,849)
Repayment of short-term portion of long-term borrowings - third parties (154,959) (222,580)
Arrangement of long-term borrowings - third parties 175,000 100,000
Change in short-term borrowings - third parties 199,975 41,425
Repayment of Loans from related parties 2,000 -
Loans to related parties (750) -
Cash flows generated/(utilized) by financing activities 43,677 (453,850)
Change in cash and cash equivalents, net of bank overdrafts 112,590 (274,415)
Foreign exchange differences (3,238) 2,094
Opening cash and cash equivalents, net of bank overdrafts 421,069 599,821
Closing cash and cash equivalents, net of bank overdrafts 530,421 327,500
Cash and cash equivalents, net of bank overdrafts 530,421 327,500
Closing cash and cash equivalents, net of bank overdrafts 530,421 327,500

PRADA spa
Interim Financial Report 2020 - Interim condensed consolidated financial statements


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME / (LOSS)

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) twelve months ended December 31 2019 (audited) six months ended June 30 2019 (unaudited)
Net income / (loss) for the period - Consolidated (183,515) 257,724 154,431
A) Items recyclable to P&L:
Change in Translation Reserve (20,600) 28,911 9,210
Tax impact - - -
Change in Translation Reserve less tax impact (20,600) 28,911 9,210
Change in Cash Flow Hedge reserve 948 2,730 (4,371)
Tax impact (1,056) (579) 1,052
Change in Cash Flow Hedge reserve less tax impact (108) 2,151 (3,319)
B) Items not recycled to P&L:
Change in Fair Value Investments in equity instruments reserve (29,450) 59 14,915
Tax impact - - -
Change in Fair Value Investments in equity instruments reserve less tax impact (29,450) 59 14,915
Change in Actuarial reserve - 614 -
Tax impact (198) (344) -
Change in Actuarial reserve less tax impact (198) 270 -
Consolidated comprehensive income / (loss) for the period (233,871) 289,115 175,237
Comprehensive income / (loss) for the period - Non Controlling Interests (3,041) 2,317 (249)
Comprehensive income / (loss) for the period - Group (230,830) 286,798 175,486

PRADA spa

Interim Financial Report 2020 - Interim condensed consolidated financial statements


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(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 Actua- rial Reserve Fair Value Invest- ments in equity instru- ments Reserve Other Reserves Total other Reserves Net result for the period Equity
Net Equity attributable to owners of the Group Net Equity attributable Non-con- trolling interests Total Net Equity
Balance at December 31, 2018 (audited) 2,558,824,000 255,882 32,941 410,047 (10,620) (4,822) (12,276) 2,001,391 2,383,720 205,443 2,877,986 19,083 2,897,069
Allocation of 2018 net income - - - - - - - 205,443 205,443 (205,443) - - -
Dividends - - - - - - - (153,529) (153,529) - (153,529) (310) (153,839)
Share capital increase - - - - - - - - - - - 1,106 1,106
Comprehensive income/(loss) for the period (recyclable to P&L) - - 8,998 - (3,319) - - (2) (3,321) 154,894 160,571 (249) 160,322
Comprehensive income/(loss) for the period (not recyclable to P&L) - - - - - - 14,915 - 14,915 - 14,915 - 14,915
Balance at June 30, 2019 (unaudited) 2,558,824,000 255,882 41,939 410,047 (13,939) (4,822) 2,639 2,053,303 2,447,228 154,894 2,899,943 19,630 2,919,573
Dividends - - - - - - - - - - - (803) (803)
Acquisition of Fratelli Prada spa (48,630) (48,630) - (48,630) - (48,630)
Share capital increase - - - - - - - - - - - 24 24
Gain/(losses) from the disposal of equity instruments - - - - - - 2,235 2,298 4,533 - 4,533 - 4,533
Comprehensive income/(loss) for the period (recyclable to P&L) - - 19,498 - 5,470 - - 2 5,472 100,894 125,864 2,602 128,466
Comprehensive income/(loss) for the period (not recyclable to P&L) - - - - - 306 (14,856) (2) (14,552) - (14,552) (36) (14,588)
Balance at December 31, 2019 (audited) 2,558,824,000 255,882 61,437 410,047 (8,469) (4,516) (9,982) 2,006,971 2,394,051 255,788 2,967,158 21,417 2,988,575
Allocation of 2019 net income - retained earnings - - - - - - - 204,612 204,612 (204,612) - - -
Allocation of 2019 net income - extra- ordinary reserves - - - - - - - 51,176 51,176 (51,176) - - -
Comprehensive income/(loss) for the period (recyclable to P&L) - - (20,742) - (108) - - - (108) (180,332) (201,182) (3,041) (204,223)
Comprehensive income/(loss) for the period (not recyclable to P&L) - - - - - (198) (29,450) 4 (29,644) - (29,644) - (29,644)
Balance at June 30, 2020 (unaudited) 2,558,824,000 255,882 40,695 410,047 (8,577) (4,714) (39,432) 2,262,763 2,620,087 (180,332) 2,736,332 18,376 2,754,708

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Interim Financial Report 2020 - Interim condensed consolidated financial statements


NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements
49


1. GENERAL INFORMATION

PRADA spa (the "Company"), together with its subsidiaries (collectively the "Group"), is listed on the Hong Kong Stock Exchange (HKSE code: 1913). It is one of the leading companies in the luxury goods industry, where it operates with the Prada, Miu Miu, Church's and Car Shoe brands producing and distributing luxury leather goods, footwear and apparel. It also operates in the food sector with Marchesi 1824 and in the eyewear and fragrance industries under licensing agreements. The Group's counts on 22 owned industrial sites and its products are sold in 70 countries worldwide through 637 Directly Operated Stores as of June 30, 2020, brand's e-commerce, a selection of luxury department stores and multi-brand stores in the most prestigious and exclusive locations as well as through the most important e-tailers.

The Company is a joint-stock company with limited liability, registered and domiciled in Italy. Its registered office is in via Antonio Fogazzaro 28, Milan. At June 30, 2020, 79.98% of the share capital was owned by PRADA Holding spa, a company domiciled in Italy, and the remainder consisted of floating shares on the Main Board of the Hong Kong Stock Exchange.

The unaudited Interim Condensed Consolidated Financial Statements were approved and authorized for issue by the Board of Directors of PRADA spa on July 29, 2020.

2. BASIS OF PREPARATION

The unaudited Interim Condensed Consolidated Financial Statements of the Prada Group for the six months ended June 30, 2020, consisting of 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 "IAS 34 - Interim Financial Reporting".

These unaudited Interim Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements of the Prada Group for the twelve months ended December 31, 2019, which were prepared in accordance

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


with the International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board ("IASB") as endorsed by the European Union with the exception of the "Covid-Related Rent Concessions Amendment to IFRS 16" ("the Amendment") explained below.

Excluding such Amendment, at the date of presentation of this Announcement, 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 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 using the indirect method.

The unaudited 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.

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, 2020.

New Standards IFRS and Amendments to existing standards Effective date for Prada Group EU endorsement dates
Amendments to IFRS 9, IAS 39 and IFRS17: Interest Rate Benchmark Reform January 1, 2020 Endorsed in January 2020
Amendments to IFRS 3 Business Combinations January 1, 2020 Endorsed in April 2020

These amendments did not have a material impact on the unaudited Interim Condensed Consolidated Financial Statements at June 30, 2020.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


New Standards and Amendments issued by the IASB, not yet endorsed by the European Union at the date of this Interim Report, but effective for the Prada Group.

New Standards IFRS and Amendments to existing standards Effective date for Prada Group EU endorsement dates
Covid-Related Rent Concessions: Amendment to IFRS 16 January 1, 2020 Likely to be endorsed by the end of 2020

Amendment to IFRS 16 for Covid-Related Rent Concessions

On May 28, 2020, the International Accounting Standard Board ("IASB") approved the possibility of providing lessees with a practical expedient for the immediate recognition in profit or loss of Covid-related rent discounts.

Under such practical expedient, lessees are not required to assess whether eligible rent reductions are lease modifications; therefore, lessees can account for the rent reductions as if they were not lease modifications, thus giving the possibility to the lessee to recognize the entire economic benefit of Covid-related discounts immediately in profit or loss.

Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the Covid-19 pandemic and if all of the following criteria are met:

  • any rent reduction affects only payments originally due on or before June 30, 2021;
  • there is no substantive change to the other terms and conditions of the lease;
  • the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change.

On June 2, 2020, the European Financial Reporting Advisory Group (EFRAG) sent its Endorsement Advice Letter to the European Commission and on July 2, 2020, the Accounting Regulatory Committee (constituting, together with the EFRAG, the two bodies set up by the European Union to provide opinions on proposal adopting IFRSs) voted by written procedure in favor of the amendment.

Notwithstanding, at the date of approval of this Announcement and the related unaudited Interim Condensed Consolidated Financial Statements, the European Commission endorsement process is not formally complete.

The Group, confident that such process will be finalized by the end of 2020 based in part on EFRAG's public statements, decided to apply the IFRS 16 Amendment in advance, with the aim of giving financial statement readers a truer and fairer view of the business performance of the period. Early adoption of the Amendment

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


resulted in the recognition of the eligible Covid-19 rent discounts obtained since January, when the health emergency started to significantly affect the operations in China.

As a result of the above, the Statement of Profit or Loss for the six months ended June 30, 2020 includes a total of Euro 41.3 million Covid-related rent discounts within the "Selling expenses of the closed stores during the lockdowns".

New standards and Amendments issued by the IASB, not yet endorsed by the European Union at the date of this Interim Report, but not yet effective for the Prada Group.

New IFRS and Amendments to existing standards Effective date for Prada Group EU endorsement status
IFRS 17 Insurance Contracts January 1, 2021 Not endorsed yet
Amendments to References to the Conceptual Framework in IFRS Standards January 1, 2020 Not endorsed yet
IFRS 3: Business Combination January 1, 2020 Not endorsed yet
IAS 1 and IAS 8: Definition of Material January 1, 2020 Not endorsed yet

As at the date of the Interim Condensed Consolidated Financial Statements, the Directors had not yet completed the analysis necessary to assess the impacts of the above new standards and amendments, which are not yet applicable to the Prada Group.

4. MERGERS AND ACQUISITIONS

On April 22, 2020, with the aim of rationalize and simplify the Prada Group structure, the Board of Directors of Prada spa approved the plan of merger by incorporation of Fratelli PRADA spa, a wholly owned subsidiary acquired by Prada spa on October 29, 2019.

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.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


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 solely 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
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Europe | 3,048,786 | 3,189,262 |
| Americas | 603,236 | 609,186 |
| Asia Pacific | 566,496 | 650,515 |
| Japan | 516,482 | 536,287 |
| Middle East and Africa | 83,708 | 95,775 |
| Total | 4,818,708 | 5,081,025 |

The total amount of Euro 4,819 million (Euro 5,081 million at December 31, 2019) relates to the Group's non-current assets. Consistently with IFRS 8, the table does not include in both periods derivative financial instruments, deferred tax assets and the pension fund surplus.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

6. CASH AND CASH EQUIVALENTS

Cash and cash equivalents are detailed as follow:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Cash on hand | 24,028 | 55,432 |
| Bank deposit accounts | 75,579 | 130,444 |
| Bank current accounts | 430,814 | 235,193 |
| Total | 530,421 | 421,069 |

Bank deposits accounts are broken down by currency as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Hong Kong Dollar | 40,003 | 66,752 |
| Chinese Renmimbi | 23,374 | 47,143 |
| Other Currencies | 12,202 | 16,549 |
| Total bank deposit accounts | 75,579 | 130,444 |

Bank current accounts are broken down by currency as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Euro | 257,495 | 68,079 |
| US Dollar | 95,417 | 92,617 |
| GB Pound | 12,797 | 12,410 |
| Hong Kong Dollar | 5,023 | 10,170 |
| Korean Won | 10,033 | 3,032 |
| Other Currencies | 50,049 | 48,885 |
| Total bank current accounts | 430,814 | 235,193 |

At June 30, 2020, bank current accounts and bank deposit accounts generated interest income of between 0% and 3% per year (between 0% and 3% at December 31, 2019).

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The Group considers no significant risk to exist on bank accounts given that their use is strictly connected with operating activities and business processes and, therefore, they are spread over a large number of banks.

7. TRADE RECEIVABLES, NET

Trade receivables are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Trade receivables - third parties | 208,972 | 322,005 |
| Allowance for bad and doubtful debts | (10,081) | (9,354) |
| Trade receivables - related parties | 5,485 | 4,903 |
| Total | 204,376 | 317,554 |

Movements during the period in the allowance for bad and doubtful debts are as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Opening Balance
(audited) | 9,354 | 8,821 |
| Exchange differences | (66) | 44 |
| Increases | 1,551 | 2,374 |
| Reversals | (313) | (1,207) |
| Utilization | (445) | (678) |
| Closing Balance
(unaudited) | 10,081 | 9,354 |

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
2020
(unaudited) | Not
overdue | Overdue (in days) | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade receivables | 214,457 | 146,523 | 25,163 | 1,281 | 11,127 | 6,212 | 24,151 |
| Total | 214,457 | 146,523 | 25,163 | 1,281 | 11,127 | 6,212 | 24,151 |

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


(amounts in thousands of Euro) December 31 2019 (audited) Not overdue Overdue (in days)
1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120
Trade receivables 326,908 292,879 13,845 6,092 1,006 1,326 11,760
Total 326,908 292,879 13,845 6,092 1,006 1,326 11,760

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 2020 (unaudited) Not overdue Overdue (in days)
1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120
Trade receivables less allowance for doubtful debts 204,376 146,101 25,086 1,265 11,004 5,636 15,284
Total 204,376 146,101 25,086 1,265 11,004 5,636 15,284
(amounts in thousands of Euro) December 31 2019 (audited) Not overdue Overdue (in days)
--- --- --- --- --- --- --- ---
1 ≤ 30 31 ≤ 60 61 ≤ 90 91 ≤ 120 > 120
Trade receivables less allowance for doubtful debts 317,554 291,847 13,761 6,078 997 1,324 3,547
Total 317,554 291,847 13,761 6,078 997 1,324 3,547

8. INVENTORIES, NET

Inventories can be broken down as follows:

(amounts in thousands of Euro) June 30 2020 (unaudited) December 31 2019 (audited)
Raw materials 110,425 110,054
Work in progress 29,280 30,539
Finished products 633,022 608,672
Return assets 4,275 4,199
Allowance for obsolete, slow-moving inventories and return assets (41,133) (40,853)
Total 735,869 712,611

The inventories increased from Euro 712.6 million at December 31, 2019 to Euro 735.9 million at June 30, 2019. Rapid adoption of a rigorous safety protocol and full collaboration with the government authorities enabled to limit the production shutdown to five weeks; stores were supplied with the products of the new season on time and stock was managed effectively without any particular inventory surpluses.

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The changes in the provision for obsolete and slow-moving inventories are as follows:

(amounts in thousands of Euro) Raw materials Finished Products and return assets Total allowance for obsolete, slow-moving inventories and return assets
Opening balance (audited) 20,656 20,197 40,853
Exchange differences (11) (192) (203)
Increases - 4,757 4,757
Utilization - (4,153) (4,153)
Reversal - (121) (121)
Closing balance (unaudited) 20,645 20,488 41,133

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 2020 (unaudited) December 31 2019 (audited)
Financial assets regarding derivative instruments - current 8,627 3,315
Financial assets regarding derivative instruments - non-current - -
Total Financial Assets - Derivative financial instruments 8,627 3,315
Financial liabilities regarding derivative instruments - current (10,655) (11,317)
Financial liabilities regarding derivative instruments - non-current (10,162) (8,789)
Total Financial Liabilities - Derivative financial instruments (20,817) (20,106)
Net carrying amount - current and non-current portion (12,190) (16,791)

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


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 2020 (unaudited) December 31 2019 (audited) IFRS7 Category
Forward contracts 7,691 1,956 Level II
Options 936 1,359 Level II
Positive fair value 8,627 3,315
Forward contracts (6,328) (7,112) Level II
Options (1,320) (1,334) Level II
Interest rate swaps (13,169) (11,660) Level II
Negative fair value (20,817) (20,106)
Net carrying amount - current and non-current (12,190) (16,791)

All of the above derivative instruments are qualified as Level II in the fair value hierarchy. 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.

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

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


as foreign exchange risk hedges (translated at the European Central Bank exchange rate at June 30, 2020) are as stated below.

Contracts in effect as of June 30, 2020 to hedge projected future trade cash flows:

(amounts in thousands of Euro) Options Forward sale contracts Forward purchase contracts June 30 2020 (unaudited)
Currency
US Dollar 29,470 19,557 (33,296) 15,730
Chinese Renminbi 22,722 73,467 - 96,189
Japanese Yen 25,278 40,610 - 65,888
GB Pound 14,248 13,480 (12,337) 15,391
Hong Kong Dollar - 20,740 (53,466) (32,726)
Korean Won 6,242 31,208 - 37,449
Singapore Dollar - 10,033 - 10,033
Canadian Dollar - 9,723 (4,005) 5,718
Russian Ruble - 6,493 - 6,493
Swiss Franc - 7,042 (4,504) 2,538
Australian Dollar - 5,445 - 5,445
Other currencies 2,327 19,757 (7,190) 14,894
Total 100,285 257,555 (114,798) 243,042

Contracts in effect as of June 30, 2020 to hedge projected future financial cash flows:

(amounts in thousands of Euro) Options Forward sale contracts Forward purchase contracts June 30 2020 (unaudited)
Currency
US Dollar - 5,693 - 5,693
GB Pound - 22,741 - 22,741
Swiss Franc - 53,516 - 53,516
Singapore Dollar - 14,698 - 14,698
Australian Dollar - 9,790 - 9,790
Other currencies - 13,539 - 13,539
Total - 119,977 - 119,977

All contracts to hedge projected future future financial cash flows in place as at June 30, 2020 have a maturity shorter than twelve months.

All contracts in place at the reporting date were entered into with major financial institutions, and no counterparties are expected to default.

PRADA spa
Interim Financial Report 2020 - 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, 2020 are summarized as follows:

Interest Rate Swap (IRS) Agreement Hedged loan
Contract Currency Notional amount Interest rate Maturity date June 30, 2020 (unaudited) Currency Type of debt Amount Expiry
IRS Euro/000 36,667 1.457% May-30 (3,372) Euro/000 Term Loan 36,667 May-30
IRS Euro/000 67,000 -0.094% Feb-22 (293) Euro/000 Term Loan 67,000 Feb-22
IRS Euro/000 90,000 0.013% Feb-21 (220) Euro/000 Term Loan 90,000 Feb-21
IRS Euro/000 100,000 0.252% Jun-21 (456) Euro/000 Term Loan 100,000 Jun-21
IRS GBP/000 50,325 2.778% Jan-29 (8,828) GBP/000 Term Loan 50,325 Jan-29
Total fair value (amounts in thousands of Euro) (13,169)

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 - CURRENT AND NON-CURRENT

The current receivables and advances from related parties are detailed as follows:

(amounts in thousands of Euro) June 30 2020 (unaudited) December 31 2019 (audited)
Prepaid sponsorships 22,675 13,522
Other receivables and advances 5,848 6,027
Financial receivables - 2,004
Receivables from and advances to related parties - current 28,523 21,553

The prepaid sponsorship at June 30, 2020 regard the contract in place between PRADA spa and Luna Rossa Challenge srl, under the new sponsorship agreement for participation in the 36th America's Cup, and the contract in place between PRADA spa and Challenger of Record 36 srl, under the sponsorship agreement for the management of the 36th America's Cup events (36th America's Cup World Series, Christmas Race and the Prada CUP) signed in 2020.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The non-current receivables and advances from related parties are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Other receivables and advances | 309 | 309 |
| Financial receivables | 1,125 | 375 |
| Receivables from and advances to related parties - non-current | 1,434 | 684 |

Additional information on related party transactions is provided in Note 38.

11. OTHER CURRENT ASSETS

The other current assets are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| VAT | 35,332 | 59,610 |
| Income tax and other tax receivables | 99,883 | 87,372 |
| Other assets | 12,934 | 20,486 |
| Prepayments | 43,287 | 43,290 |
| Deposits | 7,890 | 10,718 |
| Total | 199,326 | 221,476 |

OTHER ASSETS

The other assets are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Advances to suppliers | 2,639 | 3,287 |
| Incentives for retail investments | 406 | 43 |
| Other receivables | 9,889 | 17,156 |
| Total | 12,934 | 20,486 |

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


PREPAYMENTS

The prepayments are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Rental costs | 2,646 | 3,400 |
| Insurance | 2,678 | 1,944 |
| Design costs | 13,241 | 11,631 |
| Fashion shows and advances on advertising campaigns | 5,342 | 12,045 |
| Other | 19,380 | 14,270 |
| Total | 43,287 | 43,290 |

The prepaid design costs mainly consist of costs incurred to design collections that will generate revenue after the reporting period.

DEPOSITS

The guarantee deposit refer primarily to security deposits paid under retail leases.

  1. 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 926,471 220,975 1,400,858 619,105 180,540 41,487 3,389,436
Accumulated depreciation (141,406) (157,352) (1,011,315) (325,534) (111,349) - (1,746,956)
Net carring amount at December 31, 2019 (audited) 785,065 63,623 389,543 293,571 69,191 41,487 1,642,480
(amounts in thousands of Euro) Land and buildings Production plant and machinery Leasehold improvements Furniture & fittings Other tangibles Assets under construction Total
--- --- --- --- --- --- --- ---
Historical cost 914,958 228,922 1,387,219 612,873 181,617 45,528 3,371,117
Accumulated depreciation (149,227) (166,770) (1,049,947) (337,180) (115,361) (20) (1,818,505)
Net carring amount at June 30, 2020 (unaudited) 765,731 62,152 337,272 275,693 66,256 45,508 1,552,612

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The changes in the net carrying amount during the six months ended June 30, 2020 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
Opening balance (audited) 785,065 63,623 389,543 293,571 69,191 41,487 1,642,480
Additions 356 2,579 8,708 4,537 2,339 16,590 35,109
Depreciation (8,815) (5,945) (58,524) (19,790) (5,189) - (98,263)
Disposals (7) (10) - (363) (10) - (390)
Exchange differences (11,643) (140) (4,350) (2,274) (164) (406) (18,977)
Other movements 775 2,045 2,538 1,090 97 (7,346) (801)
Impairment - - (643) (1,078) (8) (4,817) (6,546)
Closing balance (unaudited) 765,731 62,152 337,272 275,693 66,256 45,508 1,552,612

The additions of the six months ended June 30, 2020 regarded restyling and relocation projects, despite many investment projects planned for the period were postponed because of the pandemic.

The impairment of Euro 6.5 million refers to the write-off of projects no longer likely to provide future benefits and store closures.

13. INTANGIBLE ASSETS

Historical cost and accumulated amortization are set forth below:

(amounts in thousands of Euro) Trademarks and other intellectual property rights Goodwill Store Lease Acquisitions Software Other intangibles Assets in progress Total
Historical cost 407,921 548,931 55,131 164,583 63,102 33,277 1,272,945
Accumulated amortization (182,672) (30,228) (53,975) (106,359) (55,881) - (429,115)
Net carrying amount at December 31, 2019 (audited) 225,249 518,703 1,156 58,224 7,221 33,277 843,830
(amounts in thousands of Euro) Trademarks and other intellectual property rights Goodwill Store Lease Acquisitions Software Other intangibles Assets in progress Total
--- --- --- --- --- --- --- ---
Historical cost 403,081 547,084 54,886 179,828 63,068 31,466 1,279,413
Accumulated amortization (186,752) (28,985) (53,945) (113,653) (56,799) - (440,134)
Net carrying amount at June 30, 2020 (unaudited) 216,329 518,099 941 66,175 6,269 31,466 839,279

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The changes in the net carrying amount during the six months ended June 30, 2020 were as follows:

(amounts in thousands of Euro) Trademarks and other intellectual property rights Goodwill Store Lease Acquisitions Software Other intangibles Assets in progress Total net carrying amount
Opening balance (audited) 225,249 518,703 1,156 58,224 7,221 33,277 843,830
Additions 336 - (5) 3,345 70 10,445 14,191
Amortization (6,582) - (251) (7,622) (1,021) - (15,476)
Exchange differences (2,674) (604) (6) (25) (4) 1 (3,312)
Other movements - - 47 12,253 3 (12,257) 46
Closing balance (unaudited) 216,329 518,099 941 66,175 6,269 31,466 839,279

The carrying amount of trademarks at the reporting date is broken down as follows:

(amounts in thousands of Euro) June 30 2020 (unaudited) December 31 2019 (audited)
Miu Miu 130,153 132,921
Church's 72,094 76,679
Prada 5,353 5,351
Other trademarks and other intellectual property right 8,729 10,298
Total 216,329 225,249

No impairment was recognized for the Group's trademarks during the period.

The total capital expenditure for tangibles and intangibles in the six months ended June 30, 2020 was Euro 49.3 million, as broken down below:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Retail 28,075 56,157
Real estate - 60,000
Production, Logistics and Corporate 21,225 61,252
Total 49,300 177,409

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


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 per year. The Group reports no intangible assets with indefinite useful lives other than goodwill. As of June 30, 2020 goodwill amounts to Euro 518.1 million, detailed by Cash Generating Unit ("CGU") as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(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 | 8,350 | 8,954 |
| Pasticceria Marchesi 1824 | 7,975 | 7,975 |
| Total | 518,099 | 518,703 |

At the reporting date, management made an assessment about the impact of the pandemic on the carrying values of the above reported CGUs. When the enterprise value was already close to the carrying value at December 31, 2019 and the impact on revenues did not show apparent signs of recovery after the stores re-opening, management updated the business projections and relevant impairment tests, which results gave no raise to any goodwill write-off.

However, since value in use is measured on the basis of estimates and assumptions, management, considering also the uncertainty related to the evolution of the pandemic, cannot guarantee that the value of goodwill or other tangible or intangible assets will not be subject to impairment in the future.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


14. RIGHT OF USE ASSETS

The changes in the net carrying amount of the Right of Use assets for the period ended June 30, 2020 are shown below:

(amounts in thousands of Euro) Real Estate Vehicles Hardware Plant and machinery Total net carrying amount
Opening balance (audited) 2,358,995 1,692 237 1,917 2,362,841
New contracts, initial direct costs and remeasurement 108,523 130 (1) 83 108,735
Depreciation (229,492) (544) (42) (394) (230,472)
Contracts termination (5,100) - - - (5,100)
Exchange differences (11,480) (2) (8) - (11,490)
Closing balance (unaudited) 2,221,446 1,276 186 1,606 2,224,514

The increase for new contracts, initial direct costs and remeasurements was attributable both to renewals of contracts (mainly in USA, Canada, Australia, France and Great Britain) and remeasurement of contractual provisions like indexes-linked payments.

15. INVESTMENTS IN EQUITY INSTRUMENTS

(amounts in thousands of Euro) June 30 2020 (unaudited) December 31 2019 (audited)
Investments in equity instruments 49,958 79,408
Other investments 2,018 2,040
Total 51,976 81,448

The Group, after appropriate evaluation by the respective corporate bodies, invests surplus liquidity in highly rated equity securities listed on the most important stock markets in the world. The change for the year referred to changes in such securities and the changes in their fair value, recognized through a specific equity reserve.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


16. OTHER NON-CURRENT ASSETS

The other non-current assets are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Guarantee deposits | 69,967 | 70,732 |
| Deferred rental income | 715 | 968 |
| Pension fund surplus | 14,281 | 15,315 |
| Prepayments for commercial agreements | 62,600 | 62,600 |
| Other long-term assets | 15,611 | 15,757 |
| Total | 163,174 | 165,372 |

The guarantee deposits are set forth below by nature and maturity:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Nature: | | |
| Stores | 64,768 | 64,981 |
| Offices | 3,764 | 3,850 |
| Warehouses | 126 | 134 |
| Other | 1,309 | 1,767 |
| Total | 69,967 | 70,732 |
| (amounts in thousands of Euro) | June 30
2020
(unaudited) |
| --- | --- |
| Maturity: | |
| Between one to two years | 5,457 |
| Between two to five years | 26,636 |
| After more than five years | 37,869 |
| Total | 69,967 |

The guarantee deposits refer primarily to security deposits paid under retail leases.

Prepayments for commercial agreements relate to a commercial contract signed in 2019 for which the related benefits are expected to flow to the Company starting from 2021.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


17. LEASE LIABILITY

The following table sets forth the lease liabilities:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Short-term Lease Liability | 398,093 | 409,537 |
| Long-term Lease Liability | 1,888,742 | 2,005,761 |
| Total | 2,286,835 | 2,415,298 |

The lease liability decreased from Euro 2,415.3 million at December 31, 2019 to Euro 2,286.8 million as a result of the payments of the period (Euro 201 million), net of remeasurements due to lease adjustments or renewals (Euro 98.1 million) and interest recognized to adjust the present value of the liability (Euro 23.4 million).

The lease liability is concentrated mainly in the U.S.A., Japan and Italy.

18. SHORT-TERM FINANCIAL PAYABLES AND BANK OVERDRAFTS

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Short-term bank loans | 337,027 | 136,093 |
| Current portion of long-term loans | 201,471 | 106,017 |
| Deferred costs on loans | (587) | (646) |
| Total | 537,911 | 241,464 |

The short-term bank loans as at June 30, 2020 are mainly related to the use of credit lines by PRADA spa for an amount of Euro 245 million, by PRADA Japan Co. Ltd for Euro 78.7 million, and by PRADA Fashion Commerce (Shanghai) Co. Ltd for a total equivalent value of Euro 12.7 million.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


Short-term loans are broken down by currency below:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Euro | 245,000 | 45,000 |
| Japanese Yen | 78,737 | 90,207 |
| Other Currencies | 13,290 | 886 |
| Total | 337,027 | 136,093 |

The Group generally borrows at variable interest rates and manages the risk of interest rate fluctuations by using hedging agreements (as explained in Note 9).

19. PAYABLES TO RELATED PARTIES - CURRENT AND NON-CURRENT

The current payables to related parties are shown below:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Financial payables | 3,398 | 3,387 |
| Other payables | 10,505 | 22,670 |
| Payables to related parties - current | 13,903 | 26,057 |

The financial payables due to related parties regard two interest-free loans granted by non-controlling shareholders of the Group's subsidiaries in the Middle East. The other payables related to the residual debt for the acquisition of Fratelli Prada spa.

The non-current payables to related parties are shown below:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Other payables | - | 20,660 |
| Payables to related parties - non-current | - | 20,660 |

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


20. TRADE PAYABLES

Trade payables are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Trade payables - third parties | 282,637 | 322,105 |
| Trade payables - related parties | 7,164 | 5,225 |
| Total | 289,801 | 327,330 |

The following table summarizes trade payables by maturity date:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | Not
overdue | Overdue (in days) | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade payables | 289,801 | 240,370 | 22,028 | 10,034 | 7,919 | 3,968 | 5,482 |
| Total | 289,801 | 240,370 | 22,028 | 10,034 | 7,919 | 3,968 | 5,482 |
| (amounts in thousands of Euro) | December 31
2019
(audited) | Not
overdue | Overdue (in days) | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 1 ≤ 30 | 31 ≤ 60 | 61 ≤ 90 | 91 ≤ 120 | > 120 |
| Trade payables | 327,330 | 305,620 | 7,222 | 2,353 | 982 | 599 | 10,554 |
| Total | 327,330 | 305,620 | 7,222 | 2,353 | 982 | 599 | 10,554 |

21. TAX PAYABLES

The tax payables are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Current taxation | 15,218 | 35,065 |
| VAT and other taxes | 49,755 | 48,744 |
| Total | 64,973 | 83,809 |

The Group recognizes current tax liabilities of Euro 15.2 million as of June 30, 2020 (Euro 35.1 million as at December 31, 2019) against tax receivables of Euro 99.9 million (Euro 87.4 million as of December 31, 2019), as reported in Note 11.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


22. OTHER CURRENT LIABILITIES

The other current liabilities are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Payables for capital expenditure | 26,195 | 38,588 |
| Accrued expenses and deferred income | 14,552 | 18,098 |
| Other payables | 78,038 | 75,608 |
| Total | 118,785 | 132,294 |

The other payables are detailed as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Short-term benefits for employees and other personnel | 54,642 | 55,158 |
| Customer advances | 11,023 | 9,553 |
| Returns from customers | 8,024 | 7,838 |
| Other | 4,349 | 3,059 |
| Total | 78,038 | 75,608 |

23. LONG-TERM FINANCIAL PAYABLES

The long-term financial payables are as follows:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Long-term bank borrowings | 506,199 | 584,950 |
| Deferred costs on loans | (473) | (809) |
| Total | 505,726 | 584,141 |

In the first half of 2020, the parent company PRADA spa took out a new long-term loan of Euro 75 million linked to the parameters of sustainability; similar to the previous loan stipulated in 2019, the same provides for the same mechanism for adjusting the annual interests, based on the achievement of ambitious sustainability targets regarding the number of leadership in energy and environmental design (LEED) certifications, the use of regenerated nylon and the number of training hours for employees.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The parent company PRADA spa has also entered into a new long-term loan of Euro 100 million, with a duration of five years and full repayment at maturity. During the six months ended June 30, 2020, the Group companies repaid current portions of long-term loans for Euro 155 million.

The long-term bank borrowings as of June 30, 2020, excluding the 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 67,000 Term-loan EUR Feb-22 0.407% 17,000 50,000 -
PRADA spa 50,000 Term-loan EUR Jun-22 0.750% - 50,000 -
PRADA spa 36,667 Term-loan EUR May-30 2.737% 3,667 33,000 Mortgage loan
PRADA spa 45,000 Term-loan EUR Oct-24 0.600% 10,000 35,000 -
PRADA spa 100,000 Term-loan EUR Apr-25 0.357% - 100,000 -
PRADA spa 50,000 Term-loan EUR Jun-22 0.480% 25,000 25,000 -
PRADA spa 75,000 Term-loan EUR Jan-25 0.514% 9,000 66,000 -
PRADA spa 90,000 Term-loan EUR Feb-21 0.963% 90,000 - -
PRADA spa 88,889 Term-loan EUR Jun-24 0.325% 22,222 66,667 -
PRADA Japan Co. Ltd 18,647 Syndicate loan JPY Sep-22 0.469% 8,288 10,359 -
PRADA Japan Co. Ltd 18,647 Syndicate loan JPY Sep-22 0.469% 8,288 10,359 -
Kenon Ltd 55,155 Term-loan GBP Jan-29 4.477% 3,041 52,114 Mortgage loan
Prada Middle East 7,814 Term-loan USD Feb-22 3.613% 4,465 3,349 -
Tannerie Limoges sas 2,000 Term-loan EUR Jan-24 1.200% 500 1,500 Mortgage loan
Hipic Prod Impex srl 2,851 Term-loan RON Nov-21 3.990% - 2,851 -
Total 707,670 201,471 506,199
(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, while Kenon Ltd's mortgage loan is secured by the building in Old Bond Street, London, used for one of the most prestigious Prada stores in Europe. The loan to Tannerie Limoges sas is secured by such company's factory building.

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 spa

Interim Financial Report 2020 - 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, 2020 (unaudited) December 31, 2019 (audited)
variable interest rates fixed interest rates variable interest rates fixed interest rates
Short-term financial payables 79% 21% 89% 11%
Long-term financial payables 73% 27% 42% 58%

24. LONG-TERM EMPLOYEE BENEFITS

(amounts in thousands of Euro) June 30 2020 (unaudited) December 31 2019 (audited)
Post-employment benefits 52,837 52,882
Other long-term employee benefits 13,191 10,637
Total liabilities for long-term benefits 66,028 63,519
Pension plan surplus (Note 16) (14,281) (15,316)
Net liabilities for long-term benefits 51,747 48,203

The net balance of long-term employee benefits as at June 30, 2020 is Euro 51.7 million (Euro 48.2 million as at December 31, 2019), and all the benefits are classified as defined benefit plans.

The post-employment benefits consist of Euro 25.9 million (Euro 26.2 million at December 31, 2019) in liabilities accounted for by Italian companies and Euro 27 million by the foreign subsidiaries (Euro 26.6 million at December 31, 2019).

The following table shows the changes in long-term employee benefits in the six months ended June 30, 2020:

(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
Opening balance (audited) 26,235 26,647 (15,316) 10,637 48,203
Current service cost 229 2,739 - 2,749 5,717
Benefits paid (613) (2,616) - (126) (3,355)
Exchange differences - 216 1,035 (69) 1,182
Closing balance (unaudited) 25,851 26,986 (14,281) 13,191 51,747

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


The defined benefit obligations are measured in accordance with independent appraisals on a yearly basis.

25. 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
Opening balance (audited) 518 2,347 46,619 49,484
Exchange differences (2) 6 (283) (279)
Reversals (74) (479) - (553)
Utilized (32) (689) (1,534) (2,255)
Increases 84 900 3,409 4,393
Closing balance (unaudited) 494 2,085 48,211 50,790

The provisions for risks and charges represent management's best estimate of the maximum amount of potential liabilities. In the Directors' opinion, based on the information available to them, the total amount allocated for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from them.

The changes in the Group's main tax disputes occurred in the period are described hereunder.

The dispute filed by PRADA spa following an audit initiated in 2012 by the Italian Customs Agency for the tax years from 2007 to 2011 to determine the customs value of the products consists of three legal actions regarding the 2010 tax period, all of which are currently pending at the Supreme Court. Concerning the first action, on April 18, 2019 the Company lodged an appeal at the Supreme Court against the adverse second-instance ruling issued on July 23, 2018, and it is awaiting the notice of the hearing. Concerning the second and third actions, respectively on June 26, 2020 and on May 26 2020, the Company lodged appeals at the Supreme Court against the adverse second-instance ruling issued on July 12, 2019 and it is awaiting the notice of the hearing.

Parallel to the aforementioned pending disputes, but consistently with its

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


transparent, collaborative approach with authorities, Prada spa started the procedure to achieve the status of Authorized Economic Operator (AEO) which was assigned by the Italian Customs Authorities in June 2020 and that certifies the reliability and compliance of Prada spa with Customs rules and procedures. On top of this, the Company agreed with the same Italian Custom Authorities a method to proper define the custom value of the product imported as of May 2020, also rolling back the method to the not barred years.

With reference to the audit of Prada Korea Ltd, initiated in 2019 by the Korean National Tax Service for the tax periods of 2014 and 2015 (and later extended to 2016 and 2017), in the first half of 2020 only the dispute about the intercompany flows relating to the licenses between Prada Spa and Prada Korea remained pending. After the failure of the pre-assessment process, on March 11, 2020 Prada Korea lodged an appeal to the first instance Court and on June 2 2020 the Korean National Tax Service filed its defense; by the beginning of August, Prada Korea will file its rebuttal paper while evaluating whether to initiate a Mutual Agreement Procedure (MAP) between the competent Italian and Korean authorities.

In the first half of 2020 a tax dispute regarding Prada Austria gmbh was concluded. In 2018 the company received notices of assessment for the years 2011 and 2012 about stamp duties on shops lease agreements and lodged its appeal to the first instance Court. On January 28, 2020 the appeal was discussed and the Court rejected it, but the Company, looking at last unfavorable case-law, considered not efficient to proceed and closed the dispute with the payment of taxes, interest and penalties due.

The other risk provisions amount to Euro 48.2 million as at June 30, 2020 and refer primarily to contractual obligations to restore leased commercial properties to their original conditions.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


26. OTHER NON-CURRENT LIABILITIES

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Deferred costs for lease payments | 5,630 | 7,190 |
| Deferred income for commercial agreements | 80,000 | 40,000 |
| Other non-current liabilities | 9,416 | 9,175 |
| Total | 95,046 | 56,365 |

Deferred income for commercial agreements relates to amounts received during 2019 and 2020 but for which the related performance obligations will be satisfied starting from 2021.

27. 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
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Share Capital | 255,882 | 255,882 |
| Share premium reserve | 410,047 | 410,047 |
| Other reserves | 2,262,763 | 2,006,971 |
| Actuarial reserve | (4,714) | (4,516) |
| Fair value Investments in equity instruments reserve | (39,432) | (9,982) |
| Cash flow hedge reserve | (8,577) | (8,469) |
| Translation reserve | 40,695 | 61,437 |
| Net income / (loss) for the period | (180,332) | 255,788 |
| Total | 2,736,332 | 2,967,158 |

SHARE CAPITAL

As at June 30, 2020, 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, 2019.

TRANSLATION RESERVE

The changes in this reserve result from the translation into Euro of the foreign

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


currency financial statements of the consolidated companies. The reserve decreased from the Euro 61.4 million at December 31, 2019 to Euro 40.7 million.

OTHER RESERVES

The Other reserves amount to Euro 2,263 million as at June 30, 2020. At the meeting held on March 18, 2020 the Board of Directors proposed, on the basis of the results closed as at December 31, 2019, the distribution of a final dividend for Euro 51,176,480 (Euro 0.02 per share). Following the spread of Covid-19, on April 22, 2020, the Board of Directors revised its previous recommendation, suggesting the General Meeting of Shareholders to approve the allocation of the 2019 net income to the Other reserves for Euro 204.6 million as retained earnings and for Euro 51.2 million as extraordinary reserve as a measure to support the Group's financial strength (see Note 34). On May 26, 2020 the General Meeting of Shareholders approved the suggestion made by the Board of Directors on April 22, 2020.

NET INCOME / (LOSS) FOR THE PERIOD

The Group's net loss for the six months ended June 30, 2020 were Euro 180.3 million (net profit of Euro 255.8 million for the twelve months ended December 31, 2019).

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. Additional information on Italian capital gains tax is provided in the Tax Booklet available on the Company's website (www.pradagroup.com).

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


28. EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

The following table shows the changes in the non-controlling interests during the periods ended June 30, 2020 and December 31, 2019:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Opening Balance
(audited) | 21,417 | 19,083 |
| Translation differences | 142 | 417 |
| Dividends | - | (1,113) |
| Net income / (loss) for the period | (3,183) | 1,936 |
| Actuarial reserve | - | (36) |
| Capital injection in subsidiaries | - | 1,130 |
| Closing balance
(unaudited) | 18,376 | 21,417 |

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements
79


CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For a better understanding of the performance of the first six-month period of 2020, reference is made to the Financial Review.

29. 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 2020 (unaudited) six months ended June 30 2019 (unaudited)
Net sales 925,283 1,546,378
Royalties 12,374 23,745
Total 937,657 1,570,123

The Financial Review describes the net revenues by distribution channel, geographical area, brand and product.

30. COST OF GOODS SOLD

The cost of goods sold has the following composition:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Purchases of raw materials and manufacturing services 203,714 352,604
Depreciation, amortization and impairment on tangible and intangible fixed assets 8,797 8,582
Depreciation and write-downs of the Right of Use assets 1,543 1,729
Labor cost 56,391 66,751
Short-term and low value lease (IFRS 16) 413 295
Logistics costs, duties and insurance 36,327 63,681
Change in inventories (29,853) (49,268)
Total 277,332 444,374

The incidence of the cost of sales on net revenues was equal to 29.6% in 2020, while in 2019 it was 28.3%. The gross margin was down slightly from that of the comparative period (70.4% for the first six months of 2020 versus 71.7% for the same six months of 2019) due to less industrial fixed costs absorbed, mitigated by

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


a more favorable mix of sales by channel.

31. OPERATING EXPENSES

The operating costs are detailed below:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) % of net revenues six months ended June 30 2019 (unaudited) % of net revenues
Product design and development costs 52,986 5.7% 65,053 4.1%
Advertising and communications costs 94,177 10.0% 101,477 6.5%
Selling costs 611,422 65.2% 706,565 45.0%
General and administrative costs 97,536 10.3% 102,180 6.5%
Total 856,121 91.3% 975,275 62.1%

For a better understanding of the change in the operating expenses, reference is made to the Financial Review.

The following table sets forth depreciation, amortization, impairment, cost of labor and rent expense included within the operating expenses in accordance with the requirements of IAS 1:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Depreciation, amortization and impairment on tangible and intangible fixed assets 111,487 102,148
Depreciation and write-downs of the Right of Use assets 228,919 227,691
Labor Cost 282,942 305,018
Pure variable lease (IFRS 16) 52,618 66,550
Short term and low value lease (IFRS 16) 2,314 3,431
Total 678,280 704,838

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


32. FINANCIAL INCOME/(EXPENSES)

The net interest and other financial income/(expenses) are analyzed as follows:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Interest expenses on borrowings (4,894) (4,471)
Interest income 1,214 2,123
Exchange gains / (losses) - realized (1,348) (2,541)
Exchange gains / (losses) - unrealized (9,974) (1,827)
Other financial income / (expenses) (1,405) (1,033)
Interest and other financial income / (expenses), net (16,407) (7,749)
Interest expenses on Lease Liability (23,433) (24,735)
Dividends from investments 116 2,023
Total financial expenses (39,724) (30,461)

The net finance costs rose from Euro 30.5 million for the six months ended June 30, 2019 to Euro 39.7 million. The interest expense calculated under IFRS 16 decreased by Euro 1.3 million because of a lower lease liability and a shorter time horizon, whereas the interest expense on bank debt rose by a similar amount as a result of the greater average exposure than in the comparative period.

Foreign exchange losses amounted to Euro 11.3 million, up by about Euro 7 million primarily as a result of negative foreign exchange differences on leases contracts named in currencies different from those used to prepare the relevant financial statements.

33. TAXATION

Income taxes have the following composition:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Current taxation 1,645 (26,018)
Deferred taxation (53,650) (8,400)
Income taxes (52,005) (34,418)

The taxation line showed income of Euro 52 million mainly following the recognition

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


of deferred tax assets on carryforwards of losses that the Group is reasonably certain to recover.

The changes in deferred tax assets and liabilities are set forth below:

| (amounts in thousands of Euro) | June 30
2020
(unaudited) | December 31
2019
(audited) |
| --- | --- | --- |
| Opening balance
(audited) | 214,869 | 187,054 |
| Exchange differences | (1,943) | 3,383 |
| Deferred taxes on acquisition | - | 1,475 |
| Deferred taxes on derivative instruments recorded in equity (cash flow hedges) | (1,056) | (579) |
| Deferred taxes on post-employment benefits recorded in equity (reserve for actuarial differences) | (198) | (358) |
| Other movements | (130) | (21) |
| Deferred taxes for the period in profit or loss | 53,650 | 23,915 |
| Closing balance
(unaudited) | 265,192 | 214,869 |

Deferred tax assets and liabilities are classified by nature hereunder:

(amounts in thousands of Euro) June 30, 2020 (unaudited) December 31, 2019 (audited)
Deferred tax assets Deferred tax liabilities Deferred tax assets Deferred tax liabilities
Inventories 125,942 - 128,968 -
Receivables and other assets 1,353 1,544 1,186 1,538
Useful life of non-current assets 42,980 6,963 41,997 7,808
Deferred taxes due to acquisitions - 12,999 - 13,814
Provision for risks / accrued expenses 10,974 115 13,495 112
Non-deductible / taxable charges/income 6,305 1,583 5,640 1,364
Deferred tax assets on rental contract 45,659 563 33,965 533
Tax loss carryforwards 42,582 - 3,122 -
Derivative financial instruments 2,059 - 2,497 -
Long-term employee benefits 9,665 2,833 10,203 2,723
Other 5,340 1,067 3,133 1,445
Total 292,859 27,667 244,206 29,337

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


34. EARNINGS / (LOSSES) AND DIVIDENDS PER SHARE

EARNINGS / (LOSSES) PER SHARE BASIC AND DILUTED

Earnings / (losses) per share are calculated by dividing the net income / (loss) of the period attributable to Group's shareholders by the weighted average number of ordinary shares in issue.

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Group net income / (loss) in Euro (180,332,175) 154,893,688
Weighted average number of ordinary shares in issue 2,558,824,000 2,558,824,000
Basic and diluted earnings / (losses) per share in Euro, calculated on weighted average number of shares (0.070) 0.061

DIVIDENDS PER SHARE

During the period of six months ended June 30, 2020 the Group did not distributed dividends.

At the meeting held on March 18, 2020 the Board of Directors proposed, on the basis of the results closed as at December 31, 2019, the distribution of a final dividend for a total amount of Euro 51,176,480 (Euro 0.02 per share).

Following the spread of Covid-19, on April 22, 2020, the Board of Directors revised its previous recommendation, suggesting the General Meeting of Shareholders to approve the allocation of the 2019 net income to retained earnings and extraordinary reserve, without the distribution of any dividend. Accordingly, with the aim of providing the Group with additional resources to support the rapid recovery of previous activity paces, on May 26, 2020 the General Meeting of Shareholders approved the suggestion made on April 22, 2020.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


35. ADDITIONAL INFORMATION

NUMBER OF EMPLOYEES

The average number of employees by business division is presented below:

(number of employees) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Production 3,062 3,062
Product design and development 1,027 1,031
Advertising and Communications 167 164
Selling 8,427 8,358
General and administrative services 986 1,003
Total 13,669 13,618

EMPLOYEE REMUNERATION

The employee remuneration by business division is presented below:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Production 51,862 66,212
Product design and development 27,732 35,499
Advertising and Communications 7,233 7,935
Selling 185,691 218,835
General and administrative services 40,349 44,781
Total 312,867 373,262

The types of employee remuneration are presented below:

(amounts in thousands of Euro) six months ended June 30 2020 (unaudited) six months ended June 30 2019 (unaudited)
Wages and salaries 235,144 283,511
Post-employment benefits and other long-term benefits 14,821 15,425
Social contributions 50,717 61,050
Other 12,185 13,276
Total 312,867 373,262

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


DISTRIBUTABLE RESERVES OF PARENT COMPANY, PRADA SPA

| (amounts in thousands of Euro) | June 30, 2020
(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 | - | - |
| Extraordinary reserves | 51,176 | A, B, C | 51,176 | - | - |
| Retained earnings | 1,078,937 | A, B, C | 1,037,259 | - | 652,500 |
| Fair value reserve | (39,432) | - | - | - | - |
| Time value reserve | (2,246) | - | - | - | - |
| Intrinsic value reserve | 804 | - | - | - | - |
| Distributable amount | - | - | 1,681,381 | | 652,500 |
| 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 spa
Interim Financial Report 2020 - 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 at June 30, 2020 and June 30, 2019 are listed hereunder:

Currency Average rate six months ended June 30 2020 Average rate six months ended June 30 2019 Closing rate June 30 2020 Closing rate December 31 2019
UAE Dirham 4.046 4.151 4.113 4.126
Australian Dollar 1.678 1.600 1.634 1.600
Brazilian Real 5.404 4.340 6.112 4.516
Canadian Dollar 1.503 1.507 1.532 1.460
Swiss Franc 1.064 1.129 1.065 1.085
Czech Koruna 26.335 25.684 26.740 25.408
Danish Kronor 7.465 7.465 7.453 7.472
GB Pound 0.874 0.874 0.912 0.851
Hong Kong Dollar 8.550 8.863 8.679 8.747
Indonesian Rupiah 16,085.399 16,038.820 16,184.410 15,595.600
Japanese Yen 119.237 124.333 120.660 121.940
Korean Won 1,328.724 1,294.406 1,345.830 1,296.280
Kuwait Dinar 0.339 0.343 0.345 0.340
Kazakhstan Tenge 445.562 428.495 452.520 429.000
Macau Pataca 8.809 9.133 8.943 9.011
Mexican Peso 23.853 21.659 25.947 21.220
Malaysian Ringgit 4.681 4.655 4.799 4.595
New Zealand Dollar 1.760 1.681 1.748 1.665
Panamanian Balboa 1.102 1.130 1.121 1.123
Qatari Riyal 4.040 4.131 4.103 4.109
Chinese Renminbi 7.747 7.668 7.922 7.821
Romanian Leu 4.817 4.742 4.840 4.783
Russian Ruble 76.683 73.773 79.630 69.956
Saudi Riyal 4.137 4.238 4.200 4.215
Swedish Kronor 10.664 10.513 10.495 10.447
Singapore Dollar 1.541 1.536 1.565 1.511
Thai Baht 34.828 35.719 34.624 33.415
Turkish Lira 7.146 6.349 7.676 6.684
Taiwan Dollar 33.057 35.001 33.085 33.689
Ukrainian Hryvna 28.633 30.443 29.868 26.422
US Dollar 1.102 1.130 1.120 1.123
Vietnamese Dong 25,591.124 25,856.492 26,105.000 25,954.500
South African Rand 18.308 16.034 19.443 15.777
Moroccan Dirham 10.763 10.847 10.891 10.744

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


36. REMUNERATION OF BOARD OF DIRECTORS

REMUNERATION OF THE PRADA SPA BOARD OF DIRECTORS FOR THE SIX MONTHS ENDED JUNE 30, 2020

(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 2020 (unaudited)
Carlo Mazzi 409 - - 68 18 495
Miuccia Prada Bianchi 4,887 - 21 - 23 4,931
Patrizio Bertelli 4,887 - 21 - 23 4,931
Alessandra Cozzani 25 147 3 3 56 234
Stefano Simontacchi 18 - - - 1 19
Maurizio Cereda 36 - - - 2 38
Gian Franco Oliviero Mattei 46 - - - 13 59
Giancarlo Forestieri 21 - - - 3 24
Sing Cheong Liu 21 - - - 5 26
Total 10,350 147 45 71 144 10,757

REMUNERATION OF THE PRADA SPA BOARD OF DIRECTORS FOR THE SIX MONTHS ENDED JUNE 30, 2019

(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 2019 (unaudited)
Carlo Mazzi 510 - - 37 19 566
Miuccia Prada Bianchi 6,000 - - - 23 6,023
Patrizio Bertelli 6,000 - - - 23 6,023
Alessandra Cozzani 25 140 - 5 49 219
Stefano Simontacchi 25 - - - 1 26
Maurizio Cereda 40 - - - 2 42
Gian Franco Oliviero Mattei 70 - - - 13 83
Giancarlo Forestieri 30 - - - 5 35
Sing Cheong Liu 30 - - - 7 37
Total 12,730 140 - 42 142 13,054

37. 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.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


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, 2020 (UNAUDITED)

(amounts in thousands of Euro) Trade receivables Receivables from, and advances to, related parties - current Receivables from, and advances to, related parties - non current Right of Use assets Trade payables Payables to related parties - current Other liabilities Lease Liabilities
Les Femmes Srl 90 - 1,125 - 970 - - -
CECCO BRUNA 2011 SRL - - - - (38) - - -
COR 36 S.r.l. New Zeland Branch 603 - - - - - - -
DFS Hawaii - - - - - - - -
DFS Venture Singapore (Pte) Limited - - - - - - - -
DFS DFS Cotai limitada 18 - - 7,095 442 - - 8,774
Bellatrix Sarl - - - - - - - -
SPELM SA - - - 4,858 141 - - 4,887
Rubaiyat Modern Lux.Pr.Co. Ltd - - - - - 1,004 - -
LUDO DUE S.R.L. - - - 5,229 - - - 3,754
Progetto Prada Arte Srl 2 - - - - - - -
Luna Rossa Challenge 2013 Srl 2,071 16,425 - - - - - -
Chora Srl - 5,848 - - 965 - - -
Peschiera Immobiliare srl - - - 4,587 (50) - - 4,609
Premiata Srl - - - - 175 - - -
Conceria Superior S.p.A. 2 - - - 317 - - -
Perseo srl - - - - 230 - - -
COR 36 S.r.l. 2,200 6,250 - - 4,000 - - -
Al Tayer Group LLC - - - - 18 - - -
Al Tayer Insignia LLC 301 - - - 13 2,394 - -
Danzas LLC - - 309 - - 1 (103) -
Al Tayer Motors - - - - (20) - - -
Al Sanam Rent a Car LLC - - - - 1 - - -
PRADA HOLDING S.P.A. 198 - - - - - - -
BELLATRIX S.P.A. - - - - - 10,124 - -
PH-RE - - - 280,077 - - - 302,071
Members of the Board of Directors of PRADA spa - - - - - 380 2,275 -
Relatives of members of the Board of Directors - - - - - - 273 -
Total at June 30, 2020 (unaudited) 5,485 28,523 1,434 301,846 7,164 13,903 2,445 326,095

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


STATEMENT OF FINANCIAL POSITION BALANCES AS OF DECEMBER 31, 2019 (AUDITED)

(amounts in thousands of Euro) Trade receivables Receivables from, and advances to, related parties – current Right of Use assets Trade payables Payables to related parties – current Payables to related parties – non-current Lease Liability Other Liabilities
Les Femmes srl 391 375 - 1,448 - - - -
CECCO BRUNA 2011 srl - - - 12 - - - -
COR 36 srl New Zeland Branch 290 - - - - - - -
DFS Hawaii - - - 494 - - - -
DFS Venture Singapore (Pte) Limited - - - 28 - - - -
DFS DFS Cotai limitada 371 - 9,408 1,326 - - 11,082 -
SPELM SA - - 5,032 - - - 5,051 -
Rubaiyat Modern Lux.Pr.Co.Ltd - - - - 1,001 - - -
LUDO DUE S.R.L. - - 5,787 - - - 6,351 -
Progetto Prada Arte srl 3 - - - - - - -
Luna Rossa Challenge 2013 srl 1,422 13,522 - - - - - -
Chora Srl - 5,848 - 355 - - - -
Peschiera Immobiliare srl - 18 - (25) - - - -
Premiata srl - - - 562 - - - -
Conceria Superior spa 16 - - 533 - - - -
Perseo srl 1 - - 411 - - - -
COR 36 srl 1,766 2,004 - - - - - -
Al Tayer Group llc - - - 18 - - - -
Al Tayer Insignia llc 452 - - 12 2,386 - - -
Danzas llc - 309 - 59 - - - -
Al Tayer Motors - - - (13) - - - -
Al Sanam Rent a Car llc - - - 1 - - - -
TRS New Zealand Pty. Ltd - - - 2 - - - -
Prapar Corporation - - - 3 - - - -
PRADA HOLDING spa 191 - - - - - - -
BELLATRIX spa - - - - 22,253 20,280 - -
LUDO srl - 1 - - - - - -
PH-RE - 160 287,169 - - - 307,141 -
Members of the Board of Directors of PRADA spa - - - - 417(*) 380(*) - 2,125
Relatives of members of the Board of Directors - - - - - - - 296
Total at December 31, 2019 (audited) 4,903 22,237 307,396 5,226 26,057 20,660 329,625 2,421

(*) Payables for the acquisition of Fratelli Prada spa

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


STATEMENT OF PROFIT OR LOSS TRANSACTIONS FOR THE SIX MONTHS ENDED JUNE 30, 2020 (UNAUDITED)

Currency Net revenues Cost of goods sold General, admin. & selling costs (income) Royalties income Interest expenses
Les Femmes Srl - 1,684 - 3 -
CECCO BRUNA 2011 SRL - 42 - - -
COR 36 S.r.l. New Zeland Branch 121 - 205 - -
DFS Hawaii - - 605 - -
DFS Venture Singapore (Pte) Limited - - 22 - -
DFS DFS Cotai limitada - - 819 - 187
SPELM SA - - 270 - 21
LUDO DUE S.R.L. - - 553 - 26
Luna Rossa Challenge 2013 Srl 451 1 8,011 - -
Chora Srl - - 1,030 - -
Peschiera Immobiliare srl - 23 9 - -
Premiata Srl - 209 273 - -
Conceria Superior S.p.A. 203 2,896 37 - -
Perseo srl - 321 - - -
COR 36 S.r.l. 22 - 5,697 9 -
Al Tayer Group LLC - - 56 - -
Al Tayer Insignia LLC 425 - 66 - -
Danzas LLC - 16 51 - -
Al Sanam Rent a Car LLC - - 5 - -
PRADA HOLDING S.P.A. - - 9 - -
LUDO S.R.L. - - 1 - -
PH-RE - - 10,260 - 1,410
Relatives of members of the Board of Directors - - 449 - -
Total at June 30, 2020 (unaudited) 1,222 5,190 28,000 12 1,644

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


STATEMENT OF PROFIT OR LOSS TRANSACTIONS FOR THE SIX MONTHS ENDED JUNE 30, 2019 (UNAUDITED)

Currency Net revenues Cost of goods sold General, admin. & selling costs (income) Royalties income Interest expenses
Les Femmes srl - 2,297 - - -
CECCO BRUNA 2011 srl - 30 - - -
DFS Hawaii - - 1,458 - -
DFS Venture Singapore (Pte) Limited - - 97 - -
DFS Cotai limitada - - 1,605 - 70
SPELM SA - - 212 - 18
LUDO DUE srl (*) - - 317 - 18
Luna Rossa Challenge 2013 srl 32 - 8,003 - -
Chora srl - - 1,070 - -
Peschiera Immobiliare srl - 10 9 - -
Premiata srl - 595 368 - -
Conceria Superior spa 9 10,589 58 - -
Perseo srl - 852 - - -
COR 36 srl 1 - (14) - -
Al Tayer Group LLC - - 65 - -
Al Tayer Insignia LLC 725 - 70 - -
Danzas LLC - 11 36 - -
Al Sanam Rent a Car LLC - - 5 - -
PRADA HOLDING spa - - (61) - -
PH-RE (ex PABE-RE llc) - - 9,946 - 1,421
FRATELLI Prada spa 9,665 117 568 292 -
Relatives of members of the Board of Directors - - 553 - -
Total at June 30, 2019 (unaudited) 10,432 14,501 24,365 292 1,527

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 the PABE-RE llc and Prada Japan Co. Ltd in relation to the lease for the Prada and Miu Miu Aoyama buildings in Tokyo. The transactions reported for the six months ended June 30, 2020 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 Announcements dated July 15, 2015 ("Prada Aoyama") and May 26, 2017 ("Miu

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


Miu Aoyama").

The transactions with related party Luna Rossa Challenge srl for the six months ended June 30, 2020 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 December 1, 2017.

The sponsorship agreement with related party Challenger of Record 36 srl, effective from March 1, 2020, is regulated by Chapter 14A of the Listing Rules because it is considered a continuing connected transaction subject to disclosure, but it is exempt from the independent shareholders' approval requirement. As required by the Listing Rules, comprehensive disclosure of the continuing connected transaction is contained in PRADA spa's Announcement dated March 1, 2020.

Apart from the non-exempt continuing connected transactions and non-exempt connected transactions reported above, no transaction reported in the 2020 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 spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements
93


38. FINANCIAL TREND

(amounts in thousands of Euro) December 31 2019 December 31 2018 December 31 2017 (*) January 31 2017 January 31 2016
Net revenues 3,225,594 3,142,148 2,741,095 3,184,069 3,547,771
Gross margin 2,319,612 2,262,594 2,030,696 2,289,112 2,567,565
Operating income (EBIT) 306,779 323,846 315,878 431,181 502,893
Group net income 255,788 205,443 217,721 278,329 330,888
Total assets 7,038,439 4,678,812 4,739,375 4,656,929 4,756,555
Total liabilities 4,049,864 1,781,743 1,873,204 1,552,399 1,659,178
Total Group shareholders' equity 2,967,158 2,877,986 2,844,652 3,080,502 3,080,340
(*) eleven-month statement of profit or loss

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


  1. CONSOLIDATED COMPANIES
Company Local currency Share capital (000s of local currency) % Interest Registered office Principal place of operation Date of incorporation/establishment (MM/DD/YYYY) Main Business
Italy
PRADA Spa EUR 255,882 Milan Italy Group Hoding/Manufacturing/Distribution/Retail
Artisans Shoes Srl (*) EUR 1,000 66.7 Montegranaro Italy 02/09/1977 Manufacturing
IPI Logistica Srl (*) EUR 600 100 Milan Italy 01/26/1999 Services
Pelletteria Ennepi Srl (*) EUR 93 90 Figline Valdarno Italy 12/01/2016 Manufacturing
Church Italia Srl EUR 51 100 Milan Italy 01/31/1992 Retail/Services
Marchesi 1824 Srl (*) EUR 1,000 100 Milan Italy 07/10/2013 Food&Beverage
Figline Srl (*) EUR 10 100 Milan Italy 07/24/2019 Manufacturing
Fratelli Prada Spa (*) EUR 520 100 Milan Italy 11/01/2019 Retail
Europe
PRADA Retail UK Ltd (*) GBP 5,000 100 London U.K. 01/07/1997 Retail
PRADA Germany GmbH (*) EUR 215 100 Munich Germany 03/20/1995 Retail/Services
PRADA Austria GmbH (*) EUR 40 100 Wien Austria 03/14/1996 Retail
PRADA Spain Srl (*) EUR 240 100 Madrid Spain 05/14/1986 Retail
PRADA Retail France Sas (*) EUR 4,000 100 Paris France 10/10/1984 Retail
PRADA Hellas Sole Partner Llc (*) EUR 2,850 100 Athens Greece 12/19/2007 Retail
PRADA Monte-Carlo Sam (*) EUR 2,000 100 Monaco Principality of Monaco 05/25/1999 Retail
PRADA Sa (*) EUR 31 100 Luxembourg Switzerland 07/29/1994 Trademarks/Services
PRADA Company Sa EUR 3,204 100 Luxembourg Luxembourg 04/12/1999 Services
PRADA Netherlands Bv (*) EUR 20 100 Amsterdam Netherlands 03/27/2000 Retail
Church Denmark Aps DKK 50 100 Copenhagen Denmark 03/13/2014 Retail
Church France Sas EUR 2,856 100 Paris France 06/01/1955 Retail
Church UK Retail Ltd GBP 1,021 100 Northampton U.K. 07/16/1987 Retail
Church's English Shoes Switzerland Sa CHF 100 100 Lugano Switzerland 12/29/2000 Retail
Church & Co. Ltd (*) GBP 2,811 100 Northampton U.K. 01/16/1926 Sub-Holding/Manufacturing/Distribution
Church & Co. (Footwear) Ltd GBP 44 100 Northampton U.K. 03/06/1954 Trademarks
Church English Shoes Sa EUR 75 100 Brussels Belgium 02/25/1963 Retail
PRADA Czech Republic Sro (*) CZK 2,500 100 Prague Czech Republic 06/25/2008 Retail
PRADA Portugal Unipessoal Lda (*) EUR 5 100 Lisbon Portugal 08/07/2008 Retail
PRADA Rus Llc (*) RUB 250 100 Moscow Russian Federation 11/07/2008 Retail
Church Spain Srl EUR 3 100 Madrid Spain 05/06/2009 Retail
PRADA Bosphorus Deri Mamuller Ltd Sirketi (*) TRY 73,000 100 Istanbul Turkey 02/26/2009 Retail
PRADA Ukraine Llc (*) UAH 240,000 100 Kiev Ukraine 10/14/2011 Retail
Church Netherlands Bv EUR 18 100 Amsterdam Netherlands 07/07/2011 Retail
Church Ireland Retail Ltd EUR 50 100 Dublin Ireland 11/20/2011 Retail
Church Austria GmbH EUR 35 100 Wien Austria 01/17/2012 Retail
Prada Sweden Ab (*) SEK 500 100 Stockholm Sweden 12/18/2012 Retail
Church Footwear Ab SEK 100 100 Stockholm Sweden 12/18/2012 Retail
Prada Switzerland Sa (*) CHF 24,000 100 Lugano Switzerland 09/28/2012 Retail
Prada Kazakhstan Llp (*) KZT 500,000 100 Almaty Kazakhstan 06/24/2013 Retail
Kenon Ltd (*) GBP 84,000 100 London U.K. 02/07/2013 Real Estate
Tannerie Limoges Sas (*) EUR 600 60 Isle France 08/19/2014 Manufacturing
Prada Denmark Aps (*) DKK 26,000 100 Copenhagen Denmark 05/19/2015 Retail
Prada Belgium Sprl (*) EUR 4,000 100 Brussels Belgium 12/04/2015 Retail
Hipic Prod Impex Srl (*) RON 200 80 Sibiu Romania 04/15/2016 Manufacturing
Church Germany GmbH EUR 200 100 Munich Germany 09/18/2018 Retail

PRADA spa

Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


Company Local currency Share capital (000s of local currency) % Interest Registered office Principal place of operation Date of incorporation/establishment (MM/DD/YYYY) Main Business

Americas

PRADA USA Corp. (*) USD 152,211 100 New York U.S.A. 10/25/1993 Distribution/Services/Retail
TRS Hawaii Llc USD 400 55 Honolulu U.S.A. 11/17/1999 Duty-Free Stores
PRADA Canada Corp. (*) CAD 300 100 Toronto Canada 05/01/1998 Distribution/Retail
Church & Co. (USA) Ltd USD 85 100 New York U.S.A. 09/08/1930 Retail
Post Development Corp (*) USD 45,138 100 New York U.S.A. 02/18/1997 Real Estate
PRADA Retail Mexico, S. de R.L. de C.V. MXN 269,058 100 Mexico City Mexico 07/12/2011 Retail
PRADA Brasil Importação e Comércio de Artigos de Luxo Ltda (*) BRL 210,000 100 Sao Paulo Brazil 04/12/2011 Retail
PRM Services S. de R.L. de C.V. (*) MXN 7,203 100 Mexico City Mexico 02/27/2014 Services
PRADA Panama Sa (*) USD 30 100 Panama Panama 09/15/2014 Retail
PRADA Retail Aruba Nv (*) USD 2,011 100 Oranjestad Aruba 09/25/2014 Retail
PRADA St. Barthelemy Sarl (*) EUR 1,600 100 Gustavia St. Barthelemy 04/01/2016 Retail

Asia-Pacific and Japan

PRADA Asia Pacific Ltd (*) HKD 3,000 100 Hong Kong Hong Kong S.A.R., P.R.C. 09/12/1997 Retail/Services
PRADA Taiwan Ltd TWD 3,800 100 Hong Kong Taiwan 09/16/1993 Retail
PRADA Retail Malaysia Sdn. Bhd. (*) MYR 1,000 100 Kuala Lumpur Malaysia 01/23/2002 Retail
TRS Hong Kong Ltd (*) HKD 500 55 Hong Kong Macau S.A.R., P.R.C. 02/23/2001 Duty-Free Stores
PRADA Singapore Pte Ltd (*) SGD 1,000 100 Singapore Singapore 10/31/1992 Retail
TRS Singapore Pte Ltd (*) SGD 500 55 Singapore Singapore 08/08/2002 Duty-Free Stores
PRADA Korea Llc (*) KRW 8,125,000 100 Seoul South Korea 11/27/1995 Retail
PRADA (Thailand) Co. Ltd (*) THB 372,000 100 Bangkok Thailand 06/19/1997 Retail
PRADA Japan Co. Ltd (*) JPY 1,200,000 100 Tokyo Japan 03/01/1991 Retail
TRS Guam Partnership USD 1,095 55 Guam Guam 07/01/1999 Duty-Free Stores
TRS Saipan Partnership (*) USD 1,405 55 Saipan Saipan 07/01/1999 Duty-Free Stores
PRADA Australia Pty Ltd (*) AUD 13,500 100 Sydney Australia 04/21/1997 Retail
PRADA Trading (Shanghai) Co. Ltd (***) RMB 1,653 100 Shanghai P.R.C. 02/09/2004 Retail/Dormant
TRS Okinawa KK JPY 10,000 55 Tokyo Japan 01/21/2005 Duty-Free Stores
PRADA Fashion Commerce (Shanghai) Co. Ltd (***) RMB 474,950 100 Shanghai P.R.C. 10/31/2005 Retail
Church Japan Company Ltd JPY 100,000 100 Tokyo Japan 04/17/1992 Retail
Church Hong Kong Retail Ltd HKD 29,004 100 Hong Kong Hong Kong S.A.R., P.R.C. 06/04/2004 Retail
Church Singapore Pte Ltd SGD 7,752 100 Singapore Singapore 08/18/2009 Retail
Prada Dongguan Trading Co. Ltd (***) RMB 8,500 100 Dongguan P.R.C. 11/28/2012 Services
Church Footwear (Shanghai) Co. Ltd (***) RMB 31,900 100 Shanghai P.R.C. 12/05/2012 Retail
Prada New Zealand Ltd (*) NZD 3,500 100 Wellington New Zealand 07/05/2013 Retail
PRADA Vietnam Limited Liability Company (*) VND 66,606,570 100 Hanoi Vietnam 09/09/2014 Retail
PRADA Macau Co. Ltd MOP 25 100 Macau Macau S.A.R., P.R.C. 01/22/2015 Retail
Church Korea Llc KRW 650,000 100 Seoul South Korea 09/03/2018 Retail

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


Company Local currency Share capital (000s of local currency) % Interest Registered office Principal place 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 U.A.E. 05/25/2011 Distribution/ Services
PRADA Emirates Llc (**) AED 300 29.4 Dubai U.A.E. 08/04/2011 Retail
PRADA Kuwait Wll (**) KWD 50 29.4 Kuwait City Kuwait 09/18/2012 Retail
PRADA Retail Wll (*) QAR 15,000 100 Doha Qatar 02/03/2013 Retail
PRADA Saudi Arabia Ltd (*) SAR 26,666 75 Jeddah Saudi Arabia 07/02/2014 Retail
Other countries
PRADA Maroc Sarlau (*) MAD 95,000 100 Casablanca Morocco 11/11/2011 Retail/Dormant
PRADA Retail South Africa (pty) Ltd (*) ZAR 50,000 100 Sandton South Africa 06/09/2014 Retail
(*) Company owned directly by PRADA spa
(**) Company consolidated based on definition of control per IFRS 10
(***) Wholly foreign owned enterprises

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, 2020 financial statements (amounts in thousands of Euro):

(amounts in thousands of Euro) Group's percentage interest Local currency Total assets Total equity Net revenues Net income / (loss) Dividends paid to non-controlling shareholders
Artisans Shoes Srl 66.7 EUR 24,719 7,499 22,775 (251) -
TRS Hawaii Llc 55 USD 4,323 1,290 1,893 (927) -
TRS Hong Kongl Ltd 55 HKD 62 51 - (4) -
TRS Singapore Pte Ltd 55 SGD 1,055 911 156 (140) -
TRS Guam Partnership 55 USD 4,382 3,553 1,938 (377) -
TRS Saipan Partnership 55 USD 3,131 2,890 369 (292) -
TRS Okinawa KK 55 JPY 6,566 5,190 1,822 (1,355) -
TRS Hong Kong Ltd, branch in Macau 55 MOP 21,493 10,070 2,590 (2,552) -
Prada Emirates Llc 29.4 AED 98,142 (18,961) 14,545 (2,594) -
Prada Middle East Fzco 60 AED 106,154 40,951 (3,082) (3,013) -
Prada Kuwait Wll 29.4 KWD 22,428 816 4,754 (554) -
Prada Saudi Arabia Ltd 75 SAR 21,020 4,606 5,374 (664) -
Tannerie Limoges Sas 60 EUR 9,369 (81) 1,024 (558) -
Hipic Prod Impex Srl 80 RON 3,413 (1,036) - (1,110) -
Pelletteria Ennepi Srl 90 EUR 5,431 2,096 - (416) -

There are no significant restrictions on the Group's ability to access or use assets and settle liabilities as of the reporting date.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


41. EVENTS AFTER THE REPORTING DATE

Nothing to report.

PRADA spa
Interim Financial Report 2020 - Notes to the Interim condensed consolidated financial statements


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