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Safilo Group Interim / Quarterly Report 2015

Aug 5, 2015

4328_rns_2015-08-05_bc107941-d143-48d3-8ad3-1b5ba8484059.pdf

Interim / Quarterly Report

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Half-year Financial Report for the period ended 30th June 2015

Date of publication: August 4th, 2015 This interim report is available on the Company's website: www.safilo.com

SAFILO GROUP S.p.A.

Settima Strada, 15 35129 Padua - Italy

Board of Directors, committees and auditors 4
REPORT ON OPERATIONS 5
General information and activities of the Group 5
Key consolidated performance indicators 6
Information on Group economic results 11
Group economic results 12
Analysis by distribution channel – Wholesale/Retail 17
Balance sheet reclassified 18
Cash flow 19
Net working capital 19
Investments in tangible and intangible fixed assets 20
Net financial position 20
Personnel 21
Subsequent events and Outlook 21
Consolidated balance sheet 24
Consolidated income statement 26
Consolidated statement of comprehensive income 27
Consolidated statement of cash flows 28
Statement of changes in shareholders' equity 29
NOTES 30
1. Basis of preparation 30
2. Notes on the consolidated balance sheet 37
3. Notes on the consolidated income statement 54
RELATED PARTIES TRANSACTIONS 62
CONTINGENT LIABILITIES 63
COMMITMENTS 63
Attestation in respect of the Half-year condensed financial statements under Article 154-bis
of Legislative Decree 58/98 64
REPORT OF INDEPENDENT AUDITORS ON HALF-YEAR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 65

Board of Directors, committees and auditors

Board of Directors (*)

Independent Director Jeffrey A. Cole Director Melchert Frans Groot Independent Director Guido Guzzetti Independent Director Marco Jesi Independent Director Ines Mazzilli Independent Director Eugenio Razelli

Chairman Robert Polet

Chief Executive Officer Luisa Deplazes de Andrade Delgado

Board of Statutory Auditors

Chairman Paolo Nicolai Regular Auditor Franco Corgnati Regular Auditor Bettina Solimando

Alternate Auditor Marzia Reginato Alternate Auditor Gianfranco Gaudioso

Supervisory Committee (**)

Franco Corgnati
Eugenio Razelli
Massimiliano Pascale
Control and Risk Committee (**)
Chairman Eugenio Razelli
Ines Mazzilli
Melchert Frans Groot
Remuneration and Nomination Committee (**)
Chairman Jeffrey A. Cole
Robert Polet
Marco Jesi
Related Parties Transactions Committee (**)
Eugenio Razelli
Guido Guzzetti
Ines Mazzilli
Independent Auditors

Deloitte & Touche S.p.A.

(*) Appointed by the Shareholders' Meeting held on April 27th, 2015

(**) Appointed by the Board of Directors' Meeting held on April 27th, 2015

REPORT ON OPERATIONS

General information and activities of the Group

Safilo Group S.p.A., the holding company, is a limited liability company registered in Italy. The registered office is located in Pieve di Cadore (BL), whilst the administrative headquarters are located in Padua at offices of the subsidiary Safilo S.p.A..

Companies included in the consolidation area are reported in paragraph 1.3 "Consolidation method and consolidation area".

Safilo Group has been in the eyewear market for more than 80 years and is the second worldwide producer of sunglasses and prescription frames. Safilo is active in the design, manufacture and wholesale and retail distribution of eyewear products. Safilo is the global leader in the high-end eyewear segment of the market and also one of the top three sports eyewear producers and distributors worldwide.

Safilo designs, produces and distributes high quality optical eyewear, sunglasses, sports goggles and accessories. Distribution is through specialised outlets and retail distribution chains.

The entire production-distribution chain is directly supervised and is divided into the following phases: research and technological innovation, design and product development, planning, programming and purchasing, production, quality control, marketing and communication, sales, distribution and logistics. Safilo is strongly oriented towards the development and design of the product, carried out by a team of designers who ensure continued technical and stylistic innovation, which has always been one of the company's key strengths.

The Group manages a brand portfolio of both licensed and proprietary brands, selected according to their competitive positioning in the segmentation of the eyewear market. Safilo has extensively complemented its proprietary brand portfolio with numerous brands from the luxury and fashion industry, rooted in long-term relationships with licensors through license agreements, many of which are repeatedly renewed.

The Group's brands include Carrera, Oxydo, Polaroid, Safilo, Smith Optics – and the licensed brands Banana Republic, Bobbi Brown, BOSS, BOSS Orange, Céline, Dior, Fendi, Fossil, Gucci, HUGO, J.Lo by Jennifer Lopez, Jack Spade, Jimmy Choo, Juicy Couture, Kate Spade, Liz Claiborne, Marc Jacobs, Marc by Marc Jacobs, Max Mara, Max&Co., Pierre Cardin, Saks Fifth Avenue and Tommy Hilfiger.

Key consolidated performance indicators

First semester First semester
Economic data (Euro in millions) 2015 % 2014 %
Net sales 674.9 100.0 606.3 100.0
Cost of sales (265.0) (39.3) (222.8) (36.7)
Gross profit 409.9 60.7 383.5 63.3
Ebitda 60.3 8.9 68.7 11.3
Ebitda pre non-recurring items 62.7 9.3 71.7 11.8
Operating profit 40.7 6.0 51.5 8.5
Operating profit pre non-recurring items 43.1 6.4 54.5 9.0
Group profit before taxes 16.9 2.5 46.1 7.6
Profit attributable to the Group 8.4 1.2 29.3 4.8
Profit attributable to the Group pre non-recurring items 9.9 1.5 31.5 5.2
Economic data (Euro in millions) Second
quarter 2015
% Second
quarter 2014
%
Net sales 350.6 100.0 313.1 100.0
Cost of sales (137.2) (39.1) (113.6) (36.3)
Gross profit 213.4 60.9 199.5 63.7
Ebitda 29.0 8.3 33.3 10.6
Ebitda pre non-recurring items 30.2 8.6 36.3 11.6
Operating profit 18.6 5.3 24.7 7.9
Operating profit pre non-recurring items 19.8 5.6 27.7 8.8
Group profit before taxes 13.5 3.9 21.7 6.9
Profit attributable to the Group 6.9 2.0 12.9 4.1
Profit attributable to the Group pre non-recurring items 7.7 2.2 15.0 4.8
Balance sheet data (Euro in millions) June 30, 2015 % December 31,
2014
%
Total assets 1,655.4 100.0 1,597.9 100.0
Total non-current assets 990.8 59.9 944.2 59.1
Capital expenditure 15.3 0.9 39.0 2.4
Net invested capital 1,161.2 70.1 1,137.5 71.2
Net working capital 307.9 18.6 303.1 19.0
Net financial position (110.1) 6.7 (163.3) 10.2
Group Shareholders' equity 1,048.8 63.4 971.5 60.8
Financial data (Euro in millions) First semester
2015
First semester
2014
Cash flow operating activity 67.0 11.7
Cash flow investing activity (15.4) (18.1)
Cash flow financing activity (47.2) (13.4)
Closing net financial indebtedness (short-term) 48.5 47.4
Earnings per share (in Euro) First semester
2015
First semester
2014
Earnings per share - basic 0.134 0.471
Earnings per share - diluted 0.133 0.468
Group personnel June 30, 2015 June 30, 2014
Punctual 7,123 7,626

No. shares in share capital 62,579,965 62,394,965

It should be noted that:

  • the condensed consolidated interim financial statements are presented in euro (EUR) and all values are rounded to the nearest million unless otherwise stated. The consequence is that the rounded amounts may not add up to the rounded total in all cases;
  • the percentage variations and incidences in the table have been calculated on the basis of data expressed in thousands and not those which are shown, rounded to the nearest million;
  • the figures related to the second quarter are unaudited.

With reference to the disclosure by geographical area it should be noted that starting from this fiscal year, the Group has redefined the disclosure relative to sales by geographical area in line with the reporting used internally by the management, the comparative figures have been restated accordingly. This redefinition has not had a significant impact.

Certain "alternative performance indicators", which are not foreseen in the IFRS accounting principles have been used in this interim Report. Their meaning and content is given below:

  • "EBITDA" stands for Earnings Before Interest, Taxes, Depreciation and Amortisation and is also stated before impairment losses to intangible assets such as goodwill;
  • "EBITDA LTM adjusted" stands for EBITDA calculated for the prior 12 consecutive months ending on the date of measurement before non-recurring items amounting in the first six months of 2015 to Euro 2.4 million (Euro 3.0 million in the first six months of 2014);
  • "Capital expenditure" refers to purchases of tangible and intangible fixed assets;
  • "Net invested capital" refers to the algebraic sum of shareholders' equity of the Group and minority interests and the "Net financial position" (see below);
  • "Free Cash Flow" means the algebraic sum of cash flow from/(for) operating activities and the cash flow from/(for) investing activities;
  • "Net working capital" means the algebraic sum of inventories, trade receivables and trade payables.
  • "Net financial position" means the sum of bank borrowings, short, medium and long-term borrowings, net of cash held in hand and at bank. Such indicator does not include the valuation at the reporting date of derivative financial instruments.
  • "Non-recurring items" refers to charges not related to the ordinary operations. The table below summarizes the reconciliation between the economic indicators and their adjusted value per non-recurring items:
(Euro in million) First semester 2015
Profit
attributable
Operating
to the
Ebitda
profit
Group
Ebitda First semester 2014
Operating
profit
Profit
attributable
to the
Group
Economic indicators 60.3 40.7 8.4 68.7 51.5 29.3
Commercial restructuring costs 1.2 1.2 1.2 - - -
Other non recurring costs 1.2 1.2 1.2 3.0 3.0 3.0
Tax effect on non recurring items - - (0.9) - - (0.8)
Economic indicators pre non recurring items 62.7 43.1 9.9 71.7 54.5 31.5
(Euro in million) Second quarter 2015
Profit
attributable
Operating
to the
Ebitda
profit
Group
Ebitda Second quarter 2014
Operating
profit
Profit
attributable
to the
Group
Economic indicators 29.0 18.6 6.9 33.3 24.7 12.9
Commercial restructuring costs - - - - - -
Other non recurring costs 1.2 1.2 1.2 3.0 3.0 3.0
Tax effect on non recurring items - - (0.4) - - (0.8)
Economic indicators pre non recurring items 30.2 19.8 7.7 36.3 27.7 15.0

During the first six months of 2015 the Group has incurred non-recurring items related to commercial restructuring costs in the EMEA region for Euro 1.2 million and other non recurring costs for Euro 1.2 million mainly related to the consolidation of the Group's North American distribution network into its Denver facility.

Disclaimer

This interim report and, in particular, the section entitled "Subsequent events and Outlook" contains forward looking statements based on current expectations and projects of the Group in relation to future events. Due to their specific nature, these statements are subject to inherent risks and uncertainties, as they depend on certain circumstances and facts, most of which being beyond the control of the Group. Therefore actual results could differ, even to a significant extent, with respect to those reported in the statements.

(*) pre non-recurring items

Information on Group economic results

Safilo's operating results in the first six months of 2015 confirm the business improvement, with particular reference to the main markets in which the Group operates, where it has been implemented the process of strategic redesign and commercial reorganization.

The Group's net sales for the first six months of 2015 total Euro 674.9 million, up 11.3% at current exchange rates on the same period of the previous year when net sales amounted to Euro 606.3 million (up 1.0% at constant exchange rates).

Gross profit of the first six months amounts to Euro 409.9 million, up 6.9% on the same period of the previous year. EBITDA equals to 60.3 million compared with Euro 68.7 million in the same period of the previous year. Without considering non-recurring expenses EBITDA amounts to Euro 62.7 million compared with Euro 71.7 million for the first six months of 2014.

Without considering non-recurring expenses, Group net profit for the six months ended 30 June 2015 amounts to Euro 9.9 million, down on the same period of the previous year (Euro 31.5 million) driven mainly by net financial charges amounting to Euro 23.8 million for the first six months of 2015, compared with Euro 5.4 million of the same period of the previous year. Net of non-recurring expenses, Group net profit of the first six months of 2015 equals to Euro 8.4 million compared with Euro 29.3 million in the same period of the previous year.

In terms of financial position, the Group has ended the first semester of 2015 with net debt of Euro 110.1 million, recording a significant reduction vs. the Euro 163.3 million at the end of the previous financial year.

Group economic results

Consolidated statement of operations First First Change
(Euro in millions) semester
2015
% semester
2014
% %
Net sales 674.9 100.0 606.3 100.0 11.3%
Cost of sales (265.0) (39.3) (222.8) (36.7) 19.0%
Gross profit 409.9 60.7 383.5 63.3 6.9%
Selling and marketing expenses (283.3) (42.0) (250.8) (41.4) 13.0%
General and administrative expenses (84.1) (12.5) (78.5) (12.9) 7.2%
Other operating income/(expenses) (1.8) (0.3) (2.8) (0.5) -36.8%
Operating profit 40.7 6.0 51.5 8.5 -20.9%
Financial charges, net (23.8) (3.5) (5.4) (0.9) n.s.
Profit before taxation 16.9 2.5 46.1 7.6 -63.4%
Income taxes (8.4) (1.2) (16.7) (2.7) -49.6%
Net profit 8.5 1.3 29.5 4.9 -71.2%
Net profit attributable to minority interests 0.1 0.0 0.2 0.0 -29.1%
Net profit attributable to the Group 8.4 1.2 29.3 4.8 -71.5%
EBITDA 60.3 8.9 68.7 11.3 -12.2%
Economic indicators pre non-recurring items First
semester
2015
% First
semester
2014
% Change %
EBIT pre non-recurring items 43.1 6.4 54.5 9.0 -21.0%
EBITDA pre non-recurring items 62.7 9.3 71.7 11.8 -12.6%
Net profit attributable to the Group pre non-recurring
items
9.9 1.5 31.5 5.2 -68.5%

Percentage impacts and changes have been calculated on figures in thousand.

Consolidated statement of operations Second
quarter
Second
quarter
Change
(Euro in millions) 2015 % 2014 % %
Net sales 350.6 100.0 313.1 100.0 12.0%
Cost of sales (137.2) (39.1) (113.6) (36.3) 20.8%
Gross profit 213.4 60.9 199.5 63.7 7.0%
Selling and marketing expenses (149.9) (42.8) (131.2) (41.9) 14.3%
General and administrative expenses (43.8) (12.5) (40.8) (13.0) 7.4%
Other operating income/(expenses) (1.1) (0.3) (2.8) (0.9) -61.1%
Operating profit 18.6 5.3 24.7 7.9 -24.7%
Financial charges, net (5.1) (1.4) (3.0) (1.0) 67.7%
Profit before taxation 13.5 3.9 21.7 6.9 -37.6%
Income taxes (6.5) (1.9) (8.7) (2.8) -25.3%
Net profit 7.0 2.0 12.9 4.1 -45.9%
Net profit attributable to minority interests 0.1 0.0 0.1 0.0 5.5%
Net profit attributable to the Group 6.9 2.0 12.9 4.1 -46.2%
EBITDA 29.0 8.3 33.3 10.6 -12.9%
Second
quarter
2015
% Second
quarter
2014
% Change %
19.8 5.6 27.7 8.8 -28.7%
30.2 8.6 36.3 11.6 -16.9%
2.2 4.8 -49.0%
7.7 15.0

Percentage impacts and changes have been calculated on figures in thousand.

An analysis of sales in the first six months of 2015 in terms of geographical area shows significant revenue growth in Europe, with sales of Euro 276.7 million compared with the Euro 265.0 million of the same period of 2014. This marks an increase of 4.4% (+4.1% at constant exchange rates). The improvement on the previous year can be seen above all in Spain, France and Italy.

The increase in sales was even more significant in the second quarter of 2015 when growth compared to the same period of 2014 was 6.1% (+5.4% at constant exchange rates), driven primarily by the performances of Italy, France, and the Iberian Peninsula.

In the first semester of 2015 the North American market saw a significant growth with sales of Euro 270.5 million compared with Euro 216.1 million in the same period of 2014, this marks an increase of 25.1% at current exchange rates (up 2.9% at constant exchange rates). This growth achieved both in the United States and in Canada, is confirmed in the second quarter of 2015 when sales amounted to Euro 137.6 million from Euro 111.4 million of the same period of the previous year, marking an increase of 23.5% (up 0.8% constant exchange rates, driven by a solid wholesale performance of +2.4%).

In the first six months of 2015 the business growth in Latin America with net sales totalled Euro 25.6 million compared with Euro 23.7 million of the same period of 2014. This marks an increase of 8.2% at current exchange rates (up 5.9% at constant exchange rates) with a significant growth in countries like Mexico and Brazil. This growth is weakened in the second quarter of 2015 when sales amounted to Euro 13.1 million from Euro 14.1 million of the same period of the previous year, mainly driven by the phasing of deliveries between the quarters.

In the Asian Pacific area net sales for the first six months of 2015 amount to Euro 86.7 million, compared with Euro 89.6 million for the same period of 2014, marking a reduction of 3.2% (down 18.0% at constant exchange rates) driven primarily by South Korea and China. In the second quarter of 2015 sales amounted to Euro 47.5 million from Euro 46.1 million of the same period of the previous year, up 3.0% at current exchange rates (-13.4% at constant exchange rates).

In Asia, we continue the work commenced mid last year to structurally and sustainably improve the performance following a clear roadmap for each of our markets in the region.

Net sales by geographical
area
First semester
(Euro in millions) 2015 % 2014 % Change % Change % (*)
Europe 276.7 41.0 265.0 43.7 4.4% 4.1%
North America 270.5 40.1 216.1 35.6 25.1% 2.9%
Latin America 25.6 3.8 23.7 3.9 8.2% 5.9%
Asia Pacific 86.7 12.8 89.6 14.8 -3.2% -18.0%
Rest of the world 15.4 2.3 11.8 2.0 30.5% 28.9%
Total 674.9 100 606.3 100 11.3% 1.0%
Net sales by geographical
area
Second quarter
(Euro in millions) 2015 % 2014 % Change % Change % (*)
Europe 143.8 41.0 135.4 43.3 6.1% 5.4%
North America 137.6 39.3 111.4 35.6 23.5% 0.8%
Latin America 13.1 3.7 14.1 4.5 -6.9% -6.0%
Asia Pacific 47.5 13.5 46.1 14.7 3.0% -13.4%
Rest of the world 8.6 2.5 6.1 1.9 42.5% 41.3%
Total 350.6 100 313.1 100 12.0% 1.2%

(*) at constant exchange rates

The charts below summarize the breakdown of net sales as at June 30, 2015 by product category (for the first

semester and the second quarter 2015):

Gross profit of Euro 409.9 million is up from Euro 383.5 million of the same period of 2014, with a decrease in the gross profit margin to 60.7% (63.3% in the same period of 2014). The contraction was mainly driven by cost inflation increases not yet recovered through industrial efficiencies as the Group continues to ramp up its cost savings initiatives and the broad based interventions initiated in the course of last year, in particular around improving inventory and obsolescence levels. In the second quarter of 2015 gross profit of Euro 213.4 million is up from the Euro 199.5 of the same period of 2014, resulting in a margin of 60.9% (63.7% in the same period of 2014).

In the first semester of 2015 selling and marketing expenses have risen as a proportion of sales compared with the same period of 2014, increasing from 41.4% to 42.0% as a result of investment in growth initiatives and expansion of the brands in our portfolio. This trend was confirmed in the second quarter of 2015 when the incidence of selling and marketing expenses on sales was 42.8% compared to 41.9% of the same period of 2014.

In the period under review, general and administrative expenses totalled Euro 84.1 million (Euro 78.5 million in the first semester of 2014) as a consequence of the investment in human resources and information technology consistently with the strategic development plans. The incidence of such costs on sales decreased from 12.9% of the first six months of 2014 to 12.5% in the correspondent period of 2015. This trend was confirmed in the second quarter of 2015 when the general and administrative expenses were equal to 43.8 million (40.8 million in the same period of 2014) with an incidence on sales equal to 12.5% compared to 13.0% of the same period of 2014.

Without considering non-recurring expenses, EBITDA for the first six months of 2015 amounts to Euro 62.7

million, down on the same period of the previous year when the figure was Euro 71.7 million. This represents an adjusted EBITDA margin of 9.3% compared with the 11.8% of the same period of the previous year. Including non-recurring expenses, EBITDA for the first semester of 2015 is Euro 60.3 million, resulting in an EBITDA margin of 8.9%, compared with the figure of Euro 68.7 million and a margin of 11.3% for the same period of 2014.

In the second quarter of 2015 adjusted EBITDA pre non-recurring expenses amounts to Euro 30.2 million (36.3 million in the same period of the previous year). This represents an adjusted EBITDA margin of 8.6% (11.6% in the second quarter of the previous year). Including non-recurring expenses, EBITDA for the second quarter of 2015 is Euro 29.0 million, resulting in an EBITDA margin of 8.3%, compared with the figure of Euro 33.3 million and a margin of 10.6% for the same period of 2014.

Net financial expenses for the first six months of 2015 was affected by currency dynamics that have had a negative impact of Euro 9.9 million (a gain of Euro 3.4 million in the same period of 2014). Moreover the period was influenced by the fair value measurement of the option component embedded in the "equity-linked" Bonds issued in May 2014 negative by Euro 4.9 million. The currency dynamics in the second quarter of 2015 were positive for Euro 0.7 million (positive for Euro 2.4 million in the second quarter of 2014) and hence more stable versus year ago.

The tax rate for the first semester 2015 was influenced by geography mix and currency dynamics which affected the result of some legal entities for which increased future taxable income was not deemed probable enough to provide for additional deferred tax assets.

Without considering non-recurring expenses, Group net profit for the first six months of 2015 is Euro 9.9 million compared with Euro 31.5 million for the same period of the previous year. Net of the non-recurring expenses the Group thus reports net profit of Euro 8.4 million compared with Euro 29.3 million of the same period of 2014.

Analysis by distribution channel – Wholesale/Retail

WHOLESALE RETAIL
(Euro in millions) First
semester
2015
First
semester
2014
Change Change
%
First
semester
2015
First
semester
2014
Change Change
%
Net sales to 3rd parties 627.9 566.6 61.3 10.8% 47.0 39.7 7.3 18.2%
EBITDA (*) 58.6 66.4 (7.8) -11.8% 4.1 5.3 (1.2) -22.3%
% 9.3% 11.7% 8.8% 13.3%

The following table shows key performance indicators for each operating segment:

WHOLESALE RETAIL
(Euro in millions) Second
quarter
2015
Second
quarter
2014
Change Change
%
Second
quarter
2015
Second
quarter
2014
Change Change
%
Net sales to 3rd parties 323.4 289.9 33.5 11.6% 27.2 23.2 4.0 17.1%
EBITDA (*) 26.1 32.0 (5.9) -18.5% 4.1 4.3 (0.2) -5.1%
% 8.1% 11.0% 15.1% 18.6%

(*) pre non recurring items in the first semester 2015 in wholesale segment for 2.4 million Euro (3 million Euro in the first semester 2014) and in the second quarter 2015 for 1.2 million Euro (3 million Euro in the second quarter 2014)

Turnover for the Wholesale segment in the first six months of 2015 amounts to Euro 627.9 million compared with Euro 566.6 million for the same period of 2014, marking an increase of 10.8% at current exchange rates (+1.3% at constant exchange rates). Without considering non-recurring expenses, the EBITDA margin for the first semester 2015 is 9.3%, a decrease compared with the 11.7% of the same period of 2014.

The same trend has been recorded in the second quarter of 2015 when sales were equal to 323.4 million (289.9 million in the same period of 2014) with an increase of 11.6% at current exchange rates (+1.7% at constant exchange rates) and a pre non-recurring EBITDA margin decreased to 8.1% from 11.0% of the same period of 2014.

The Solstice retail chain, which currently numbers 129 stores, recorded sales of Euro 47.0 million in the first six months of 2015, compared with Euro 39.7 for the same period of the previous year marking an increase of 18.2% at current exchange rates (-3.7% at constant exchange rates).

The second quarter of 2015 recorded the same trend with sales moving to Euro 27.2 million (23.2 million in the same period of previous year) with an increase of 17.1% at current exchange rates (-5.3% at constant exchange rates).

Balance sheet reclassified

Balance sheet June 30, 2015 December 31, 2014 Change
(Euro in millions)
Trade receivables 279.8 266.3 13.5
Inventory, net 247.5 247.6 (0.1)
Trade payables (219.4) (210.8) (8.6)
Net working capital 307.9 303.1 4.8
Tangible assets 202.8 203.3 (0.5)
Intangible assets and goodwill 673.5 637.9 35.6
Financial assets 7.1 7.6 (0.5)
Non-current assets held for sale 1.6 - 1.6
Net fixed assets 885.0 848.8 36.2
Employee benefit liability (32.5) (32.7) 0.2
Other assets / (liabilities), net 0.8 18.3 (17.5)
NET INVESTED CAPITAL 1,161.2 1,137.5 23.7
Cash in hand and at bank 80.1 88.6 (8.5)
Short term borrowings (60.0) (75.3) 15.3
Long term borrowings (130.2) (176.5) 46.3
NET FINANCIAL POSITION (110.1) (163.3) 53.2
Group Shareholders' equity (1,048.8) (971.5) (77.3)
Non-controlling interests (2.3) (2.7) 0.4
TOTAL SHAREHOLDERS' EQUITY (1,051.1) (974.2) (76.9)

Cash flow

The summary statement of cash flows for the six months ended 30 June 2015, with comparatives for the same period of the previous year, is provided below:

Free cash flow
(Euro in millions)
First semester
2015
First semester
2014
Change
Cash flow operating activities 67.0 11.7 55.3
Cash flow investing activities (15.4) (18.1) 2.7
Free cash flow 51.6 (6.4) 58.0

Free cash flow recorded in the first six months of 2015 was positive for Euro 51.6 million (negative of Euro 6.4 million in the same period of 2014). This result included the first of three compensation payments of Euro 30 million received in January from Kering, net of which Free Cash Flow remained largely positive thanks to an effective working capital management, particularly in the second quarter.

Net working capital

Net working capital
(Euro in millions) June 30, 2015 June 30, 2014 Change June 15 /
June 14
December 31,
2014
Trade receivables, net 279.8 280.5 (0.7) 266.3
Inventories 247.5 230.6 16.9 247.6
Trade payables (219.4) (216.2) (3.2) (210.8)
Net working capital 307.9 294.9 13.0 303.1
% on net sales rolling LTM 24.7% 26.1% 25.7%

Net working capital at 30 June 2015 amounted to Euro 307.9 million compared with Euro 294.9 million in the same period of 2014 and it is influenced by the increase in sales and movements in inventories. The increase in net working capital was substantially driven by foreign exchange rates, explaining a large part of the variations versus the comparative periods.

The ratio of working capital to sales rolling LTM at 30 June 2015 is equal to 24.7% compared with 26.1% at 30 June 2014.

Investments in tangible and intangible fixed assets

The Group's capital expenditure breaks down as follows:

(Euro in millions) First semester 2015 First semester 2014 Change
Padua headquarters 3.4 6.2 (2.8)
Production factories 8.4 7.8 0.6
Europe 0.4 0.5 (0.1)
Americas 2.7 2.4 0.3
Far East 0.4 0.3 0.1
Total 15.3 17.2 (1.9)

In the first six months of 2015 capital expenditures amounted to Euro 15.3 million compared with the Euro 17.2 million of the same period of the previous year.

Net financial position

Net financial position March 31, Change December Change
(Euro in millions) June 30, 2015 2015 Jun/Mar 31, 2014 Jun/Dec
Current portion of long-term borrowings - - - - -
Bank overdrafts and short term bank borrowings (31.6) (48.5) 16.9 (49.1) 17.5
Other short-term borrowings (28.4) (27.8) (0.6) (26.3) (2.1)
Cash and cash equivalent 80.1 77.0 3.1 88.6 (8.5)
Short-term net financial position 20.1 0.7 19.4 13.2 6.9
Bonds (130.2) (129.0) (1.2) (127.9) (2.3)
Long-term borrowings - - - (48.6) 48.6
Long-term net financial position (130.2) (129.0) (1.2) (176.5) 46.3
NET FINANCIAL POSITION (110.1) (128.3) 18.2 (163.3) 53.2

The Group's net financial position at 30 June 2015 is negative for Euro 110.1 million compared with a negative amount of Euro 163.3 million at 31 December 2014. This item was influenced by the payment of the first of three equal instalment of Euro 30 million received by Kering on January 12, 2015 for the early termination of Gucci contract. The net financial position does not include the option component embedded in the "equity-linked" Bonds estimated to approximately Euro 9.3 million (Euro 4.4 million at 31 December 2014), recognized under "derivative financial instruments" and the fair value of the other derivatives financial instruments, equal to a net asset of approximately Euro 0.9 million (a positive amount of Euro 1.5 million at 31 December 2014).

The ratio of net debt to EBITDA LTM adjusted is 1.0 times, an improvement on the 31 December 2014 (1.4 times).

Personnel

The Group's total workforce at 30 June 2015, 31 December 2014 and 30 June 2014 is summarized below:

June 30, 2015 December 31, 2014 June 30, 2014
Padua headquarters 1,019 1,021 1,021
Production factories 3,891 4,158 4,310
Trading companies 1,385 1,423 1,438
Retail 828 912 857
Total 7,123 7,514 7,626

Subsequent events and Outlook

On July 29, 2015 the Group, through its subsidiary Safilo Far East Ltd, executed a Share Purchase Agreement for the purpose of selling all shares hold in its associate Elegance Optical International Holdings Limited. The completion of the Agreement is scheduled to be on August 31, 2015.

Safilo continues its commitment to strengthen its main areas of business, to guarantee the Group's lasting and profitable growth, according to the guidelines of the Safilo 2020 Strategic Plan.

Safilo Group – Half-year Financial Report for the period ended 30th June, 2015

Half-year Condensed Financial Statements

and Notes

at June 30th, 2015

Consolidated balance sheet

(Euro/000) Notes June 30,
2015
of
which
related
parties
December 31,
2014
of which
related
parties
ASSETS
Current assets
Cash and cash equivalents 2.1 80,055 88,552
Trade receivables 2.2 279,759 21,078 266,308 15,096
Inventory 2.3 247,520 247,617
Derivative financial instruments 2.4 1,311 1,594
Other current assets 2.5 54,315 49,619
Total current assets 662,960 653,690
Non-current assets
Tangible assets 2.6 202,788 203,279
Intangible assets 2.7 55,349 54,806
Goodwill 2.8 618,157 583,130
Investments in associates 2.9 7,141 7,605
Available-for-sale financial assets 2.10 - -
Deferred tax assets 2.11 104,308 92,498
Derivative financial instruments 2.4 - -
Other non-current assets 2.12 3,074 2,897
Total non-current assets 990,817 944,215
Non-current assets held for sale 2.6 1,628 -
TOTAL ASSETS 1,655,405 1,597,905
June 30, of which
related
December 31, of which
related
(Euro/000) Notes 2015 parties 2014 parties
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings 2.13 59,996 75,319
Trade payables 2.14 219,392 2,137 210,775 3,457
Tax payables 2.15 30,926 33,041
Derivative financial instruments 2.4 425 68
Other current liabilities 2.16 51,303 52,149
Provisions for risks and charges 2.17 6,593 5,658
Total current liabilities 368,635 377,010
Non-current liabilities
Long-term borrowings 2.13 130,168 176,493
Employees benefits liability 2.18 32,470 32,724
Provisions for risks and charges 2.17 14,734 13,707
Deferred tax liabilities 2.11 9,652 8,772
Derivative financial instruments 2.4 9,291 4,426
Other non-current liabilities 2.19 39,321 10,517
Total non-current liabilities 235,636 246,639
TOTAL LIABILITIES 604,271 623,649
Shareholders' equity
Share capital 2.20 312,900 312,675
Share premium reserve 2.21 484,818 484,689
Retained earnings and other reserves 2.22 242,921 135,142
Cash flow reserve 2.23 (203) -
Income attributable to the Group 8,371 39,030
Total shareholders' equity attributable to the Group 1,048,807 971,536
Non-controlling interests 2,327 2,720
TOTAL SHAREHOLDERS' EQUITY 1,051,134 974,256
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,655,405 1,597,905

Consolidated income statement

(Euro/000) Notes First
semester
2015
of
which
related
parties
First
semester
2014
of
which
related
parties
Second
quarter 2015
of
which
related
parties
Second
quarter 2014
of
which
related
parties
Net sales 3.1 674,925 45,826 606,286 42,369 350,622 20,936 313,083 22,610
Cost of sales 3.2 (264,985) (2,223) (222,747) (4,498) (137,241) (1,085) (113,593) (2,654)
Gross profit 409,940 383,539 213,381 199,490
Selling and marketing expenses 3.3 (283,323) (744) (250,768) (1,316) (149,942) (687) (131,238) (1,085)
General and administrative
expenses
3.4 (84,136) (78,475) (43,754) (40,741)
Other operating
income/(expenses) 3.5 (1,765) (2,790) (1,099) (2,823)
Operating profit 40,716 51,506 18,586 24,688
Share of income/(loss) of
associates 3.6 (1,131) (839) (1,131) (839)
Financial charges, net 3.7 (22,707) - (4,519) - (3,930) - (2,179) -
Profit before taxation 16,878 46,148 13,525 21,670
Income taxes 3.8 (8,395) (16,668) (6,526) (8,737)
Profit of the period 8,483 29,480 6,999 12,933
Profit attributable to:
Owners of the parent 8,371 29,322 6,922 12,860
Non-controlling interests 112 158 77 73
Earnings per share - basic (Euro) 3.9 0.134 0.471 0.111 0.207
Earnings per share - diluted
(Euro)
3.9 0.133 0.468 0.110 0.206

Consolidated statement of comprehensive income

First
semester
First
semester
Second quarter
(Euro/000) Notes 2015 2014 2015 2014
Net profit for the period (A) 8,483 29,480 6,999 12,933
Gains/(Losses) that will not be reclassified subsequently to
profit or loss:
- Remeasurements of post employment benefit obligations
- Other gains/(losses)
-
-
-
-
-
-
-
-
Total gains/(Losses) that will not be reclassified
subsequently to profit or loss:
- - - -
Gains/(Losses) that will be reclassified subsequently to
profit or loss:
- Gains/(Losses) on cash flow hedges
- Gains/(Losses) on exchange differences on translating
2.23 (203) 284 (82) 65
foreign operations 2.22 68,883 5,922 (30,439) 7,932
Total gains/(losses) that will be reclassified subsequently to
profit or loss:
68,680 6,206 (30,521) 7,997
Other comprehensive income/(loss), net of tax (B) 68,680 6,206 (30,521) 7,997
TOTAL COMPREHENSIVE INCOME/(LOSS) (A)+(B) 77,163 35,686 (23,522) 20,930
Attributable to:
Owners of the parent 76,936 35,530 (23,471) 20,839
Non-controlling interests 227 156 (51) 91
TOTAL COMPREHENSIVE INCOME/(LOSS) 77,163 35,686 (23,522) 20,930

Consolidated statement of cash flows

First
semester
First
semester
(Euro/000) Notes 2015 2014
A - Opening net cash and cash equivalents (net financial
indebtedness - short term) 2.1 39,494 69,669
B - Cash flow from (for) operating activities
Net profit for the period (including minority interests) 8,483 29,480
Depreciation and amortization 2.6-2.7 19,633 17,212
Other non-monetary P&L items 17,244 (3,487)
Interest expenses, net 3.7 4,221 3,967
Income tax expenses 3.8 8,395 16,668
Income from operating activities prior
to movements in working capital 57,975 63,840
(Increase) Decrease in trade receivables (3,528) (38,800)
(Increase) Decrease in inventory, net 7,157 (17,129)
Increase (Decrease) in trade payables 1,762 10,567
(Increase) Decrease in other receivables (8,980) 2,986
Increase (Decrease) in other payables 36,121 4,550
Interest expenses paid (1,777) (2,991)
Income taxes paid (21,709) (11,314)
Total (B) 67,021 11,709
C - Cash flow from (for) investing activities
Investments in property, plant and equipment (12,743) (12,217)
Net disposals of property, plant and equipment 1,084 637
Acquisition of minorities (in subsidiaries)
(Acquisition) Disposal of investments and bonds
(1,132)
-
(1,554)
-
Purchase of intangible assets (2,563) (4,970)
Total (C) (15,354) (18,104)
D - Cash flow from (for) financing activities
Proceeds from borrowings 2,711 150,000
Repayment of borrowings (50,568) (167,230)
Share capital increase 631 3,799
Dividends paid - -
Total (D) (47,226) (13,431)
E - Cash flow for the period (B+C+D) 4,441 (19,826)
Translation exchange differences 4,528 (2,420)
Total (F) 4,528 (2,420)
G - Closing net cash and cash equivalents (net financial
indebtedness - short term) (A+E+F) 2.1 48,463 47,423

Statement of changes in shareholders' equity

(Euro/000) Share
capital
Share
premium
reserve
Translation
diff.
reserve
Cash
flow
reserve
Retained
earnings
and
other
reserves
Total Non
controlling
interests
Total
equity
Consolidated net equity at
January 1, 2015
312,675 484,689 53,166 - 121,006 971,536 2,720 974,256
Profit for the period - - - - 8,371 8,371 112 8,483
Other comprehensive income
(loss) for the period
Total comprehensive
- - 68,768 (203) - 68,565 115 68,680
income (loss) for the
period
Increase in share capital due
to the exercising of stock
- - 68,768 (203) 8,371 76,936 227 77,163
option 225 129 - - 277 631 - 631
Dividends distribution
Purchase of shares in
subsidiaries from non
- - - - - - - -
controlling interests - - - - (567) (567) (566) (1,133)
Net increase in the reserve
for share-based payments
- - - - 263 263 - 263
Changes in other reserves - - - - 8 8 (54) (46)
Consolidated net equity at
June 30, 2015
312,900 484,818 121,934 (203) 129,358 1,048,807 2,327 1,051,134
(Euro/000) Share
capital
Share
premium
reserve
Translation
diff.
reserve
Cash
flow
reserve
Retained
earnings
and other
reserves
Total Non
controlling
interests
Total
equity
Consolidated net equity at
January 1, 2014
311,000 482,565 (35,172) (490) 85,219 843,122 2,940 846,062
Profit for the period - - - - 29,322 29,322 158 29,480
Other comprehensive income
(loss) for the period
- - 5,924 284 - 6,208 (2) 6,206
Total comprehensive income
(loss) for the period
- - 5,924 284 29,322 35,530 156 35,686
Increase in share capital due to
the exercising of stock option
975 1,067 - - 1,757 3,799 - 3,799
Dividends distribution
Purchase of shares in
- - - - - - - -
subsidiaries from non-controlling
interests
- - - - (707) (707) (847) (1,554)
Net increase in the reserve for
share-based payments
- - - - 201 201 - 201
Changes in other reserves - - - - - - - -
Consolidated net equity at
June 30, 2014
311,975 483,632 (29,248) (206) 115,792 881,945 2,249 884,194

NOTES

1. Basis of preparation

1.1 General information

These half-year condensed consolidated financial statements refer to the financial period from January 1st 2015 to June 30th 2015. Economic and financial information are provided with reference to the first semester of 2015 and 2014 whilst balance sheet information are provided with reference to June 30th 2015 and December 31st 2014.

Half-year consolidated financial report of Safilo Group at June 30th 2015, including condensed consolidated financial statements and interim management report is prepared in accordance with provisions of art. 154 ter of Legislative Decree No. c.2 58/98 - T.U.F. - and subsequent amendments and additions. This interim financial report is prepared in accordance with IAS 34 "Interim Financial Reporting", issued by the International Accounting Standards Board (IASB). The notes, in accordance with IAS 34, are presented in summary form and do not include all information requested in the annual budget, they refer only to those components that, in amount, composition or variations, are essential for understanding the economic situation and financial position of the Group. Therefore, this interim financial report must be read in conjunction with the consolidated financial statements for the financial year ended 31st December 2014.

All values are shown in thousands of Euro unless otherwise indicated.

These financial statements were approved by the Board of Directors on 4th August 2015.

1.2 Accounting standards, amendments and interpretations applied from 1st January 2015

In preparing these half-year consolidated financial reports the same accounting principles and criteria of the consolidated balance sheet as at 31st December 2014 have been applied.

Here follow we report the new standards or amendments, effective from 1 January 2015, that are applicable to the Group.

On 20 May 2013, the IASB issued the IFRIC Interpretation 21 - Levies, an interpretation of IAS 37 - Provisions, Contingent Liabilities and Contingent Assets. The interpretation sets out the accounting for an obligation to pay a levy that is not income tax. The adoption of this standard did not have any effect on the Group.

On 21 November 2013, the IASB published narrow scope amendments to IAS 19 – Employee benefits entitled "Defined Benefit Plans: Employee Contributions". These amendments apply to contributions from employees or third parties to defined benefit plans in order to simplify their accounting in specific cases. The amendments are effective, retrospectively, for annual periods beginning on or after 1 July 2014 with earlier application permitted. The adoption of this standard did not have any effect on the Group.

On 12 December 2013 the IASB issued the Annual Improvements to IFRSs 2011–2013 Cycle. The most important topics addressed in these amendments are, among others, the extension of the exclusion from the scope of IFRS 3 – Business Combinations to all types of joint arrangements (as defined in IFRS 11 – Joint arrangements) and to clarify the application of certain exceptions in IFRS 13 – Fair value Measurement, and IAS 40 relating the acquisition of real estate investment. The adoption of this standard did not have any effect on the Group.

Accounting standards, amendments and interpretations not yet applicable and not early adopted by the Group

Amendments to IAS 19—Defined Benefit Plans: Employee Contributions. The amendment reduces current services costs for the period by contributions paid by employees or by third parties during the period that are not related to the number of years of service, instead of allocating these contributions over the period when the services are rendered.

On 12 December 2013 the IASB issued the Annual Improvements to IFRSs 2010–2012 Cycle. The most important topics addressed in these amendments are, among others, the definition of vesting conditions in IFRS 2 – Share based payment, the aggregation of operating segments in IFRS 8 – Operating Segments, the definition of key management personnel in IAS 24 – Related Party disclosures, the extension of the exclusion from the scope of IFRS 3 – Business Combinations to all types of joint arrangements (as defined in IFRS 11 – Joint arrangements), to clarify the application of certain exceptions in IFRS 13 – Fair value Measurement, and IAS 16, clarifying the procedures for determining the gross carrying amount of assets when a revaluation is determined as a result of the revaluation model.

These new provisions are applicable to periods beginning on or after February 1, 2015. The amendments are not expected to have a significant impact on the consolidated financial statements of the Group.

In addition, the European Union had not yet completed its endorsement process for these standards and amendments at the date of this interim report.

IFRS 15—Revenue from contracts with customers. This standard was issued on May 28, 2014. The new standard will be effective for the first interim period within the annual reporting periods beginning on or after January 1, 2017. This standard replaces IAS 18—Revenues, IAS 11—Construction Contracts, IFRIC 13—Customers Loyalty Programs, IFRIC 15—Agreements for Constructions of Real Estate, IFRIC 18—Transfers of Assets from Customers and SIC 31—Revenue—Barter Transactions Involving Advertising Services.

The standard establishes a new model for revenue recognition, which will apply to all contracts with customers except those that fall within the scope of other IAS / IFRS as leases, insurance contracts and financial instruments. The basic steps for the recognition of revenue under the new model are:

  • Identify the contract(s) with a customer;
  • Identify the performance obligations in the contract;
  • Determine the transaction price;
  • Allocate the transaction price to the performance obligations in the contract;

Recognise revenue when (or as) the entity satisfies a performance obligation.

The standard is applicable to periods beginning on or after January 1, 2017, subject to any subsequent deferrals established during its approval by the European Union.

On July 24, 2014 the IASB issued the final version of IFRS 9 "Financial Instruments". The standard brings together the classification and measurement, impairment and hedge accounting phases of the IASB's project to replace IAS 39. The standard is applicable to periods beginning on or after January 1, 2018.

The standard introduces new requirements for the classification and measurement of financial assets and liabilities. In particular, for financial assets the new standard uses a single approach based on management of financial instruments and the contractual cash flow characteristics of the financial assets in order to determine the method of valuation, replacing the many different rules in IAS 39. For financial liabilities, instead, the main change concerns the accounting treatment of changes in fair value of a financial liability designated as financial liability at fair value through profit or loss, if these variations are due to changes in the creditworthiness of the issuer of the liability. Under the new standard, these changes must be recognized in "Other comprehensive income" and not in the income statement.

With reference to the impairment model, the new standard requires that the estimate of loan losses is made based on the model of expected losses (and not on the model of incurred losses) using information supportable, available at no cost or unreasonable efforts that include historical, current and future data. The standard requires that the impairment model applies to all financial instruments, namely financial assets carried at amortized cost, to those measured at fair value through other comprehensive income, receivables arising from leases and trade receivables.

Finally, the standard introduces a new model of hedge accounting in order to adjust the requirements of the current IAS 39 that were sometimes considered too stringent and unsuitable to reflect the risk management policies of the company. The main news of the document are:

  • increase the types of transactions eligible for hedge accounting, including the risks of non-financial assets and liabilities to be eligible to hedge accounting;
  • change in method of accounting for forward contracts and options when eligible to hedge accounting in order to reduce the volatility in the income statement;
  • changes to effectiveness tests by replacing the current mode based on the parameter of 80-125% with the principle of "economic relationship" between the hedged item and the hedging instrument; Furthermore, it will no longer request a retrospective evaluation of the effectiveness of the hedging relationship.

On 12 May 2014, the IASB issued amendments to IAS 16 Property, plant and Equipment and IAS 38 Intangibles Assets - "Clarification of acceptable methods of depreciation and amortization". The amendments to IAS 16 require that the criteria of depreciation determined on the basis of revenues are not appropriate, since, according to the amendment, the revenues generated by an activity that includes the use of amortized assets generally reflect different factors and not only the consumption of the economic benefits of the asset. The amendments to IAS 38 introduce a presumption, that a depreciation method based on revenues is considered generally inappropriate for the same reasons set out by the amendments made to IAS 16. In the case of intangible assets, however, this presumption may be overcome, but only in limited and specific circumstances. The changes will apply from 1 January 2016 but early adoption is allowed.

On 25 September 2014, the IASB issued a set of amendments to IFRSs (Annual Improvements to IFRSs - Cycle 2012- 2014). The changes introduced by the document must be applied for annual periods beginning on 1 January 2016 or after. They cover the following principles: the criteria for classification and evaluation of assets classified as "held for sale" or "held for distribution" in accordance with IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations, further guidance relating to the disclosures required by IFRS 7 for interim financial statements, certain clarifications to the determination of the discount rate in accordance with IAS 19 and the new requirements for disclosure under IAS 34 "Interim financial reporting".

Amendments to IAS 1 — Disclosure Initiative. The amendments concern materiality, the aggregation of items, structure of the notes, information about accounting policies and the presentation of other comprehensive income arising from the measurement of equity method investments. The amendments are applicable to periods beginning on or after January 1, 2016.

The Group will comply with these new standards and amendments based on their relevant effective dates when endorsed by the European Union and it will evaluate their potential impacts on the Consolidated financial statements.

1.3 Consolidation method and consolidation area

During the first semester 2015, the Group's consolidation area changed as follows:

  • On 26th May 2015 the subsidiary, Safilo Far East Ltd., acquired a further 5% interest in the company Safilo Hong Kong Ltd., a trading company registered in Hong Kong, and already 90% owned. As a result of the acquisition, the Group has increased its interest to 95%.

The direct and indirect holdings, included in the consolidation scope under the line-by-line method, and other than the holding company Safilo Group S.p.A., are the following:

Currency Share capital % interest held
ITALIAN COMPANIES
Safilo S.p.A. – Pieve di Cadore (BL) EUR 66,176,000 100.0
Lenti S.r.l. – Bergamo EUR 500,000 75.6
FOREIGN COMPANIES
Safilo International B.V. - Rotterdam (NL) EUR 24,165,700 100.0
Safint B.V. - Rotterdam (NL) EUR 18,200 100.0
Safilo Benelux S.A. - Zaventem (B) EUR 560,000 100.0
Safilo Espana S.L. - Madrid (E) EUR 3,896,370 100.0
Safilo France S.a.r.l. - Paris (F) EUR 960,000 100.0
Safilo Gmbh - Cologne (D) EUR 511,300 100.0
Safilo Nordic AB - Taby (S) SEK 500,000 100.0
Safilo CIS - LLC - Moscow (Russia) RUB 10,000,000 100.0
Safilo Far East Ltd. - Hong Kong (RC) HKD 49,700,000 100.0
Safint Optical Investment Ltd - Hong Kong (RC) HKD 10,000 97.0
Safilo Hong-Kong Ltd – Hong Kong (RC) HKD 100,000 95.0
Safilo Singapore Pte Ltd - Singapore (SGP) SGD 400,000 100.0
Safilo Optical Sdn Bhd – Kuala Lumpur (MAL) MYR 100,000 100.0
Safilo Trading Shenzen Limited- Shenzen (RC) CNY 2,481,000 97.0
Safilo Eyewear (Shenzen) Company Limited - (RC) CNY 46,546,505 97.0
Safilo Eyewear (Suzhou) Industries Limited - (RC) CNY 129,704,740 100.0
Safilo Korea Ltd – Seoul (K) KRW 300,000,000 100.0
Safilo Hellas Ottica S.a. – Athens (GR) EUR 489,990 100.0
Safilo Nederland B.V. - Bilthoven (NL) EUR 18,200 100.0
Safilo South Africa (Pty) Ltd. – Bryanston (ZA) ZAR 3,583 100.0
Safilo Austria Gmbh -Traun (A) EUR 217,582 100.0
Carrera Optyl D.o.o. - Ormoz (SLO) EUR 563,767 100.0
Safilo Japan Co Ltd - Tokyo (J) JPY 100,000,000 100.0
Safilo Do Brasil Ltda – Sao Paulo (BR) BRL 117,435,000 100.0
Safilo Portugal Lda – Lisbon (P) EUR 500,000 100.0
Safilo Switzerland AG – Zurich (CH) CHF 1,000,000 100.0
Safilo India Pvt. Ltd - Bombay (IND) INR 42,000,000 100.0
Safilo Australia Pty Ltd.- Sydney (AUS) AUD 3,000,000 100.0
Optifashion Hong Kong Ltd (in liquidation) - Hong Kong (RC) HKD 300,000 100.0
Safint Optical UK Ltd. - London (GB) GBP 21,139,001 100.0
Safilo UK Ltd. - London (GB) GBP 250 100.0
Safilo America Inc. - Delaware (USA) USD 8,430 100.0
Safilo USA Inc. - New Jersey (USA) USD 23,289 100.0
Safilo Realty Corp. - Delaware (USA) USD 10,000 100.0
Safilo Services LLC - New Jersey (USA) USD - 100.0
Smith Sport Optics Inc. - Idaho (USA) USD 12,087 100.0
Solstice Marketing Corp. – Delaware (USA) USD 1,000 100.0
Solstice Marketing Concepts LLC – Delaware (USA) USD - 100.0
Safilo de Mexico S.A. de C.V. - Distrito Federal (MEX) MXP 10,035,575 100.0
2844-2580 Quebec Inc. – Montreal (CAN) CAD 100,000 100.0
Safilo Canada Inc. - Montreal (CAN) CAD 2,470,425 100.0
Canam Sport Eyewear Inc. - Montreal (CAN) CAD 300,011 100.0
Polaroid Eyewear Holding BV - Amsterdam (NL) EUR 18,000 100.0
Polaroid Eyewear BV - Amsterdam (NL) EUR 45,378 100.0
Polaroid Eyewear Ltd - Dumbarton (UK) GBP 1 100.0
Polaroid Eyewear AB - Stockholm-Globen (S) SEK 100,000 100.0
Polaroid Eyewear GMBH - Zurig (CH) CHF 20,000 100.0
Safilo Middle East FZE - Dubai (UAE) AED 3,570,000 100.0

1.4 Translation of financial statement in currencies other than Euro

The exchange rates applied in the conversion of subsidiaries' financial statements prepared in currencies other than the Euro are given in the following table; appreciation (figures with a minus sign in the table below) indicates as increase in the value of the currency against the Euro.

As of (Appreciation)/
Depreciation
Average for (Appreciation)
/Depreciation
Currency Code June 30,
2015
December 31,
2014
% 2015 2014 %
US Dollar USD 1.1189 1.2141 -7.8% 1.1158 1.3703 -18.6%
Hong-Kong Dollar HKD 8.6740 9.4170 -7.9% 8.6517 10.6292 -18.6%
Swiss Franc CHF 1.0413 1.2024 -13.4% 1.0567 1.2215 -13.5%
Canadian Dollar CAD 1.3839 1.4063 -1.6% 1.3774 1.5029 -8.4%
Japanese Yen YEN 137.0100 145.2300 -5.7% 134.2042 140.4028 -4.4%
British Pound GBP 0.7114 0.7789 -8.7% 0.7323 0.8213 -10.8%
Swedish Krown SEK 9.2150 9.3930 -1.9% 9.3401 8.9535 4.3%
Australian Dollar AUD 1.4550 1.4829 -1.9% 1.4261 1.4989 -4.9%
South-African Rand ZAR 13.6416 14.0353 -2.8% 13.3048 14.6758 -9.3%
Russian Ruble RUB 62.3550 72.3370 -13.8% 64.6407 47.9924 34.7%
Brasilian Real BRL 3.4699 3.2207 7.7% 3.3101 3.1499 5.1%
Indian Rupee INR 71.1873 76.7190 -7.2% 70.1244 83.2889 -15.8%
Singapore Dollar SGD 1.5068 1.6058 -6.2% 1.5061 1.7279 -12.8%
Malaysian Ringgit MYR 4.2185 4.2473 -0.7% 4.0621 4.4771 -9.3%
Chinese Renminbi CNY 6.9366 7.5358 -8.0% 6.9408 8.4500 -17.9%
Korean Won KRW 1,251.2700 1,324.8000 -5.6% 1,227.3118 1,438.2898 -14.7%
Mexican Peso MXN 17.5332 17.8679 -1.9% 16.8887 17.9747 -6.0%
Dirham United AED 4.1075 4.4594 -7.9% 4.0967 4.9894 -17.9%
Emirates

Foreign currency transactions are converted into the currency using the exchange rate at the transaction date. The foreign exchange gains and losses resulting from the settlement of transactions and from the translation at the balance sheet date of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

1.5 Use of estimates

The preparation of the interim consolidated financial statements requires the Directors to apply accounting principles and methods that, in some circumstances, are based on difficult and subjective valuations and estimates based on historical experience and assumptions which are from time to time considered reasonable and realistic according to the prevailing circumstances. The application of these estimates and assumptions impact the amounts reported in the financial statements such as the balance sheet, the income statement and the cash flow statement and the disclosures in the notes to the accounts. The final outcome of the various accounts in the financial statements, which uses the above-mentioned estimates and assumptions, may differ from those reported in the financial statements due to the uncertainty which characterises the assumptions and the conditions upon which the estimates are based.

Some valuation processes, in particular the most complex such as the calculation of permanent impairments in values for fixed assets, are only made in full for the preparation of the Annual financial statements when all the necessary information is available, unless "impairment" indicators exist that require an immediate valuation of a potential loss in value.

2. Notes on the consolidated balance sheet

2.1 Cash and cash equivalents

This account totals Euro 80,055 thousand, compared to Euro 88,552 thousand at 31st December 2014 and represents the momentary availability of cash invested at market rates. The book value of the available liquidity is aligned with its fair value at the reporting date. The related credit risk is very limited as the counterparties are leading banks.

The following table shows the reconciliation of the entry "Cash and cash equivalents" with the cash balance presented on the cash flow statement:

(Euro/000) June 30, 2015 December 31, 2014 June 30, 2014
Cash and cash equivalents 80,055 88,552 90,729
Bank overdrafts (4,228) (7,510) (7,079)
Current bank borrowings (27,364) (41,548) (36,227)
Net cash and cash equivalents 48,463 39,494 47,423

2.2 Trade receivables, net

This item breaks down as follows:

(Euro/000) June 30, 2015 December 31, 2014
Gross value receivables 318,122 298,832
Allowance for doubtful accounts and sales returns (38,363) (32,524)
Net value 279,759 266,308

The Group's credit risk is not significantly concentrated since credit exposure is spread over a large number of customers.

The movements of the credit risk and sales return provisions over the first semester 2015 are shown below:

(Euro/000) Balance at
January 1,
2015
Posted to
income
statement
Use (-) Transl. Diff. Balance at June
30, 2015
Allowance for bad debts 24,172 1,637 (2,888) 651 23,572
Allowance for sales returns 8,352 8,072 (2,130) 497 14,791
Total 32,524 9,709 (5,018) 1,148 38,363

The allowance for bad and doubtful debts includes the provision for insolvency posted on the income statement under the item "general and administrative expenses" (note 3.4).

The allowance for sales returns includes the provision for products which, in accordance with specific contractual clauses, may not be sold to final consumers and therefore may be returned in the future. This provision is accounted for in the income statement as a direct reduction of sales.

2.3 Inventory, net

This item breaks down as follows:

(Euro/000) June 30, 2015 December 31, 2014
Raw materials 105,546 104,203
Work in progress 7,315 8,584
Finished products 265,720 244,476
Gross 378,581 357,263
Obsolescence provision (-) (131,061) (109,646)
Total 247,520 247,617

In order to deal with obsolete or slow-moving stock, a specific provision has been allocated, calculated on the basis of the possibility for future sale or use. The change to the income statement is posted under the item "cost of sales" (note 3.2).

The movements in the period are shown below:

(Euro/000) Balance at
January 1, 2015
Posted to income
statement
Transl. Diff. Balance at June
30, 2015
Inventory gross value
Obsolescence provision
357,263
(109,646)
10,960
(18,117)
10,358
(3,298)
378,581
(131,061)
Total net 247,617 (7,157) 7,060 247,520

2.4 Derivative financial instruments

The following table summarises the total amount of derivative financial instruments on the balance sheet:

(Euro/000) June 30, 2015 December 31, 2014
Current assets:
- Foreign currency contracts - Fair value through P&L 1,311 1,594
- Foreign currency contracts - cash flow hedge - -
Total 1,311 1,594
Non-current assets:
- Interest rate swaps - cash flow hedge - -
Total - -
(Euro/000) June 30, 2015 December 31, 2014
Current liabilities:
- Foreign currency contracts - Fair value through P&L 222 -
- Foreign currency contracts - cash flow hedge 203 -
- Interest rate swaps - Fair value through P&L - 68
Total 425 68
Non-current liabilities:
- Fair value cash settlement option convertible Bond 9,291 4,426

The increase for the portion relating to non-current liabilities is mainly due to the recognition of the component relating to the conversion option embedded in the "equity-linked" Bond issued on 22 May 2014 which, given the presence of a "cash settlement option", represents a derivative financial instrument booked at fair value under non-current liabilities. The fair value changes of this instrument are immediately charged to income statement, at the balance sheet date, the fair value of the option amounts to Euro 9,291 thousand.

The market value of the forward hedge contracts is calculated using the present value of the differences between the contractual forward exchange rate and the market forward exchange rate. At the reporting date, the Group had outstanding contracts for the hedging against exchange rate fluctuations for a positive net market value of Euro 886 thousand.

2.5 Other current assets

This item breaks down as follows:

(Euro/000) June 30, 2015 December 31, 2014
VAT receivable 11,959 13,129
Tax credits and payments on account 10,562 7,753
Prepayments and accrued income 23,984 20,842
Receivables from agents 370 307
Other current receivables 7,440 7,588
Total 54,315 49,619

"Tax credits and payments on account" mainly refer to tax prepayments and credits for higher taxes paid which will be offset against the relative tax payable.

Prepayments and accrued income include:

  • prepaid royalty costs of Euro 13,326 thousand;
  • prepaid rent and operating leases of Euro 4,122 thousand;
  • prepaid advertising costs of Euro 1,352 thousand;
  • prepaid insurance costs of Euro 729 thousand;
  • other prepaid costs, mainly of commercial nature, for the remainder.

The receivables from agents mainly refer to receivables deriving from the sale of samples.

Other short-term receivables amount to Euro 7,440 thousand and mainly refer to:

  • receivables reported in the balance sheet of the subsidiary Safilo S.p.A. for Euro 2,075 thousand, referring to receivables due from bankrupt customers for the amount of credit relating to VAT which, pursuant to Italian tax legislation, can only be recovered when the distribution plan of the bankruptcy procedure is executed;
  • amounts receivable for insurance refunds totalling Euro 868 thousand;
  • deposit payments for Euro 643 thousand;
  • other receivables, mainly of commercial nature, for the remainder.

2.6 Property, plant and equipment, net

(Euro/000) Balance
at
January
1, 2015
Increase Decrease Reclass. Reclass. non
current assets
held for sale
Transl.
diff.
Balance
at June
30, 2015
Gross value
Land and buildings 147,969 192 (45) 3,385 (3,504) 3,550 151,547
Plant and machinery 197,414 1,487 (2,758) 3,261 - 2,602 202,006
Equipment and other assets 242,799 4,283 (1,689) 4,688 - 9,093 259,174
Assets under constructions 8,407 6,781 (83) (11,334) - 83 3,854
Total 596,589 12,743 (4,575) - (3,504) 15,328 616,581
Accumulated depreciation
Land and buildings 49,348 2,079 (30) - (1,876) 803 50,324
Plant and machinery 144,837 4,877 (1,866) - - 1,070 148,918
Equipment and other assets 199,126 10,249 (1,599) - - 6,775 214,551
Total 393,311 17,205 (3,495) - (1,876) 8,648 413,793
Net value 203,279 (4,462) (1,080) - (1,628) 6,680 202,788

Changes in tangible assets in the first semester of 2015 are shown below:

Investments in tangible assets in the first semester of 2015 totalled Euro 12,743 thousand and mainly comprised:

  • Euro 9,428 thousand in production facilities, mainly to renovate plants and to acquire and produce equipment for new models;
  • Euro 2,629 thousand in the US companies;
  • for the remaining amount in other Group's companies.

The reclassification to "Non-current assets held for sale" refers to the headquarters of the American company Smith Sport Optics Inc. that according to the restructuring process started in late 2014 is subject to a plan of disposal in course of negotiation.

2.7 Intangible assets

Changes in intangible assets in the first semester of 2015 are shown below:

(Euro/000) Balance at
January 1,
2015
Increase Decrease Reclass. Transl.
diff.
Balance at
June 30,
2015
Gross value
Software 32,596 460 (11) 13 1,221 34,279
Trademarks and licenses 54,447 424 (4) - 43 54,910
Other intangible assets 8,264 - (1) - 288 8,551
Intangible assets in progress 14,184 1,679 - (13) 11 15,861
Total 109,491 2,563 (16) - 1,563 113,601
Accumulated depreciation
Software 27,204 1,280 (9) - 921 29,396
Trademarks and licenses 20,328 1,127 (0) - 37 21,492
Other intangible assets 7,153 20 (1) - 192 7,364
Total 54,685 2,427 (10) - 1,150 58,252
Net value 54,806 136 (6) - 413 55,349

The increase in investments reported under the construction in progress is mainly due to the project to implement the new integrated information system (ERP) of the Group.

The table below shows depreciation and amortisation expenses related to tangible and intangible assets, recorded under the following items on the income statement:

(Euro/000) Notes First semester
2015
First semester
2014
Cost of sales 3.2 11,401 9,367
Selling and marketing expenses 3.3 2,518 2,300
General and administrative expenses 3.4 5,714 5,545
Total 19,633 17,212

2.8 Goodwill

The change in goodwill in the first semester of 2015 is shown in the table below:

(Euro/000) Balance at
January 1,
2015
Increase Decrease Transl. diff. Balance at
June 30, 2015
Goodwill 583,130 - - 35,027 618,157
Net value 583,130 - - 35,027 618,157

The value of goodwill broken down by the geographical regions of the CGUs to which it is allocated is as follows:

Italy and Europe Americas Asia Total
(Euro/000)
June 30, 2015 162,450 229,503 226,205 618,157
December 31, 2014 159,856 214,423 208,850 583,130

The impairment test of goodwill was carried out during the preparation of the annual financial statements 2014, during the first semester of 2015 there were no indicators that require an immediate valuation of a potential loss in value.

2.9 Investments in associates

Investments in associates refer to the following companies:

Company Registered
office or
headquarters
% of share
capital
Type of investment Main activity
Elegance Optical Int. Holdings Ltd Hong Kong 23.05% Associated company Trading
Optifashion A.s. (in liquidation) Turkey 50.0% Non-consolidated subsidiary Trading

The movements of shareholdings in associated companies in the first semester of 2015 are shown below:

Movements of the period
(Euro/000) Gross
value
Revaluation /
(write-down)
Value at
January
1, 2015
Share of
period
results and
write-down
of dividends
Impairment Transl. diff. Value at
June
30,
2015
Elegance Optical Int. Holdings Ltd 6,599 1,006 7,605 - (1,131) 667 7,141
Optifashion A.s. (in liquidation) 353 (353) - - - - -
Total 6,952 653 7,605 - (1,131) 667 7,141

The valuation with the equity method of the investment in the associate Elegance Optical International Holding Ltd has led to the recognition of a loss of Euro 1.131 thousand relating to the portion of the loss of the period made by the company. The portion of the value of this investment, expressed by the closing market price at 30th June 2015, amounted to approximately 19.7 million Euro, compared to 6.7 million Euro at 31 December 2014. The amount reported on the audited financial statements of the associate is deemed to be the most appropriate accounting value of the investment.

Optifashion A.s. with registered office in Istanbul (Turkey), a 50% held subsidiary of the Group, is not included in the consolidation perimeter, since the amounts are considered not significant for the purpose of representing a true and fair view of the Group's financial position and result. Following the liquidation its carrying value has been fully impaired as it was no longer considered recoverable.

2.11 Deferred tax assets and deferred tax liabilities

Deferred tax assets

These assets refer to the taxes calculated on tax losses that may be recovered in future financial years and temporary differences between the carrying value of assets and liabilities and their tax value. Deferred taxes on tax losses accumulated by the Group are only booked on the companies' balance sheets if it is considered probable that they may be recovered through future taxable income.

Deferred tax liabilities

This provision refers to taxes calculated on temporary differences between the carrying value of assets and liabilities and their tax value. The most significant items for which deferred tax liabilities have been calculated concern tangible assets and goodwill amortisation, calculated for tax purposes only.

Allowance for deferred tax assets

Deferred tax assets, net (where applicable) of deferred tax liabilities, in the financial statements of some companies of the Group, have been written down through a provision, in order to take into account the expectations of future recoverability.

The table below shows the values of deferred tax assets and of deferred tax liabilities, net of the allowance made:

(Euro/000) June 30, 2015 December 31, 2014
Deferred tax assets 104,308 92,498
Deferred tax liabilities (9,652) (8,772)
Total 94,656 83,726

The increase of the item is affected by a translation difference equal to 3,971 thousand Euro.

2.12 Other non-current assets

This item totals 3,074 thousand Euro, compared to 2,897 thousand Euro as at 31st December 2014, of this sum, Euro 2,899 thousand refers to security deposits for leasing contracts related to buildings used by some of the Group's companies. It is considered that the book value of the "other non-current assets" approximates their fair value.

2.13 Bank loans and borrowings

Borrowings break down as follows:

(Euro/000) June 30, 2015 December 31, 2014
Bank overdrafts 4,228 7,510
Short-term bank loans 27,364 41,548
Short-term portion of long-term bank loans - -
Short-term portion of financial leasing 1,352 1,919
Debt to the factoring company 27,052 24,342
Other short-term loans - -
Short-term borrowings 59,996 75,319
Medium long-term loans - 48,585
Convertible Bonds 130,165 127,905
Medium long-term portion of financial leasing 3 3
Other medium long-term loans - -
Long-term borrowings 130,168 176,493
TOTAL 190,164 251,812

The item "Long-term bank loans and borrowings" mainly relates to the following items:

  • an unsecured and unsubordinated equity-linked Bond issued on 22 May 2014 by the parent company Safilo Group S.p.A., guaranteed by Safilo S.p.A., maturing on 22 may 2019 with an aggregate principal amount of Euro 150 million;
  • an unsubordinated and unsecured "Revolving Credit Facility", amounting to Euro 150 million expiring in July 2018, not drawn at 30th June 2015.

The Bond is carried at amortised cost, through the use of an effective interest rate deemed to be appropriate for the risk profile of an equivalent financial instrument without the conversion component. Given the presence of a "cash settlement option", the conversion option component represents an embedded derivative financial instrument booked in the corresponding balance sheet item under liabilities. The fair value changes of this instrument are immediately charged to income statement. At the balance sheet date, the fair value of the option amounts to Euro 9,291 thousand (see note 2.4).

The committed, unsubordinated and unsecured "Revolving Credit Facility" amounting to Euro 150 million expiring in July 2018, was underwritten by Safilo S.p.A. and Safilo U.S.A. Inc. in July 2014. This loan is subject to operating and financial commitments, standard for similar transactions.

The payables for financial leasing refer mainly to tangible assets owned under lease contracts by some of the Group's companies. The lease contracts will expire in less than 1 year. All the lease contracts in force involve repayments at constant instalments and no restructuring of the original plans is envisaged.

The following table illustrates the short term and medium/long term portions relating to lease contracts at 30th June 2015:

(Euro/000) June 30, 2015 December 31, 2014
Short-term portion of financial leasing 1,352 1,919
Long-term portion of financial leasing 3 3
Total debt 1,355 1,922

The short-term payables towards factoring companies are for contracts stipulated with leading factoring companies by the subsidiary Safilo S.p.A. for Euro 27,052 thousand.

The expiry dates of medium and long-term loans are the following:

(Euro/000) June 30, 2015 December 31, 2014
From 1 to 2 years 3 3
From 2 to 3 years - -
From 3 to 4 years 130,165 48,585
From 4 to 5 years - 127,905
Beyond 5 years - -

Total 130,168 176,493

The following table shows borrowings divided by currency:

(Euro/000) June 30, 2015 December 31, 2014
Short-term
Euro 46,582 62,722
Chinese Renminbi 9,277 10,482
Japanese Yen 4,087 2,066
Swedish Kronor 50 49
Total 59,996 75,319
Medium long-term
Euro 130,165 176,490
Swedish Kronor 3 3
Total 130,168 176,493
Total borrowings 190,164 251,812

The following table details the credit lines granted to the Group, the uses and the lines available at June 30th 2015:

June 30, 2015 Credit lines Uses Credit lines
(Euro/000) granted available
Credit lines on bank accounts and short-term bank loans 116,987 31,554 85,433
Credit lines on long-term loans 150,000 - 150,000
Total 266,987 31,554 235,433

As a consequence of the above mentioned modification the credit lines available on long-term loans are related to a committed revolving financing called "Revolving Credit Facility", underwritten by Intesa San Paolo, Unicredit and BNP Paribas, totalling a maximum of Euro 150 million, expiring on July 2018, not drawn at 30th June 2015.

The net financial position of the Group at June 30th, 2015 compared to the same as of December 31st, 2014 is as follows:

Net financial position
(Euro/000)
June 30,
2015
December 31,
2014
Change
A Cash and cash equivalents 80,055 88,552 (8,497)
B Cash and cash equivalents included as Assets held for sale - - -
C Current securities (securities held for trading) - - -
D Liquidity (A+B+C) 80,055 88,552 (8,497)
E Receivables from financing activities - - -
F Bank overdrafts and short-t. bank borrowings (31,592) (49,058) 17,466
G Current portion of long-term borrowings - - -
H Other short-term borrowings (28,404) (26,261) (2,143)
I Debts and other current financial liabilities (F+G+H) (59,996) (75,319) 15,323
J Current financial position, net (D)+(E)+(I) 20,059 13,233 6,826
K Long-term bank borrowings - (48,585) 48,585
L Bonds (130,165) (127,905) (2,260)
M Other long-term borrowings (3) (3) -
N Debts and other non current financial liabilities (K+L+M) (130,168) (176,493) 46,325
I Net financial position (J)+(N) (110,109) (163,260) 53,151

The above table does not include the valuation of derivative financial instruments described in note 2.4 of this report.

2.14 Trade payables

This item breaks down as follows:

(Euro/000) June 30, 2015 December 31, 2014
Trade payables for:
Purchase of raw materials 40,937 42,729
Purchase of finished goods 56,071 58,564
Suppliers from subcontractors 4,325 5,360
Tangible and intangible assets 3,337 3,191
Commissions 4,203 2,685
Royalties 34,535 27,885
Advertising and marketing costs 44,344 35,973
Services 31,640 34,388
Total 219,392 210,775

2.15 Tax payables

At 30th June 2015, tax payables total Euro 30,926 thousand, compared to Euro 33,041 thousand at 31st December 2014. Euro 19,033 thousand related to income tax payables, Euro 5,626 thousand to VAT payables and the remainder to withholding and local taxes different from those on income.

2.16 Other current liabilities

This item breaks down as follows:

(Euro/000) June 30, 2015 December 31, 2014
Payables to personnel and social security institutions 42,629 41,629
Agent fee payables 1,523 1,590
Payables to pension funds 868 1,087
Accrued advertising and sponsorship costs 973 1,096
Accrued interests on long-term loans 207 363
Other accruals and deferred income 3,975 3,755
Other current liabilities 1,128 2,629
Total 51,303 52,149

Payables to personnel and social security institutions mainly refer to salaries and wages for June, which are paid during the following month, accrued thirteenth month's pay and holidays accrued but not taken.

It is considered that the book value of the "other current liabilities" approximates their fair value.

2.17 Provision for risks and charges

This item breaks down as follows:

(Euro/000) Balance
at
January
1, 2015
Increase Decrease Transl.
diff.
Balance at
June 30, 2015
Product warranty provision 4,988 190 (55) - 5,123
Agents' severance indemnity 3,776 136 (142) 10 3,780
Provision for corporate restructuring 426 - - 36 462
Other provisions for risks and charges 4,517 1,848 (996) - 5,369
Provisions for risks - long term 13,707 2,174 (1,193) 46 14,734
Product warranty provision 2,013 307 (243) 65 2,142
Provision for corporate restructuring 1,838 735 (877) 157 1,853
Other provisions for risks and charges 1,807 801 (35) 25 2,598
Provisions for risks - short term 5,658 1,843 (1,155) 247 6,593
Total 19,365 4,017 (2,348) 293 21,327

The product warranty provision was recorded against the costs to be incurred for the replacement of products sold.

The agents' severance indemnity was created against the risk deriving from the payment of indemnities in case of termination of the agency agreement. This provision has been calculated based on the in force laws.

Provision for corporate restructuring includes the estimated liability arising from the reorganization and relocation of the Smith business, as part of its integration into Safilo and planned transformation into a global eyewear brand. The increase of the provision in the first semester of 2015 for Euro 735 thousand is related to costs associated with the consolidation of the Group's North American distribution network into its Denver facility.

Provisions for other risks and charges refer to the best estimate made by the management of the liabilities to be recognized in relation to proceedings arisen against suppliers, tax authorities and other counterparts. The increase of the other provision for risks is mainly related to the estimated liability equal to 1,175 thousand Euro related to a commercial restructuring in the EMEA Region.

Their estimate takes into account, where applicable, the opinion of legal consultants and other experts, past company's experience and others' in similar situations, as well as the intention of the company to take further actions in each case. The provision is the sum of the individual accruals made by each company of the Group.

It is considered that the above-mentioned allowances are sufficient to cover the existing risks.

2.18 Employees benefits liability

This item breaks down as follows:

(Euro/000) June 30, 2015 December 31, 2014
Defined contribution plan 187 374
Defined benefit plan 32,283 32,350
Totale 32,470 32,724

This item refers to different forms of defined benefit and defined contribution pension plans, in line with the local conditions and practices in the countries in which the Group carries out its business.

The table below shows the movement in the item "defined benefit plan" during the period:

(Euro/000) Balance at
January 1,
2015
Posted to
income
statement
Actuarial
gains/(losses)
Uses Transl.
diff.
Balance at
June 30, 2015
Defined benefit plan 32,350 287 - (508) 154 32,283
Totale 32,350 287 - (508) 154 32,283

2.19 Other non-current liabilities

At 30th June 2015 other non-current liabilities totalled Euro 39,321 thousand, compared to Euro 10,517 thousand at 31st December 2014.

The increase is mainly related to the accounting of the first tranche equal to 30 million Euro, received on 12 January 2015, of the compensation amounting to Euro 90 million, agreed with the contract executed on January 12, 2015 with Kering Group that confirms the conclusion of the Gucci license agreement at the end of December 2016. After this first payment, the second will be paid in December 2016, the third in September 2018. This first tranche of the compensation will not have an accounting impact on the profit and loss of the Group in 2015 and 2016, until the second instalment will be collected and the license agreement will be concluded.

SHAREHOLDERS' EQUITY

Shareholders' equity is the value contributed by the shareholders of Safilo Group S.p.A. (the share capital and the share premium reserve), plus the value generated by the Group in terms of profit gained from its operations (profit carried forward and other reserves). At 30th June 2015, shareholders' equity amounted to Euro 1,051,134 thousand (of which Euro 2,327 thousand represent minority interests), against Euro 974,256 thousand at 31st December 2014 (of which 2,720 thousand represent minority interests).

In managing its capital, the Group's aim is to create value for its shareholders, developing its business and thus guarantee the company's continuity.

The Group constantly monitors the ratio between indebtedness and shareholders' equity, for the purpose of maintaining a balance.

2.20 Share capital

During the semester, it should be noted that some beneficiaries of the Stock Option Plan 2010-2013, exercised options for the second and third tranches for a total amount of 95,000 options exercised at an average exercise price equal to Euro 6.647 per share. This exercise resulted in the issuance of 45.000 shares with a nominal value of 5.00 euros, an increase of the share capital of Euro 225,000 and increase in the share premium reserve of 129,450. The remaining 50,000 options exercised close to 30 June 2015, pending the issue of the relevant shares, have been recognized as a reserve for future capital increase for a total amount of Euro 277,000 and shown under the item "Other reserves".

Following the above-mentioned capital increase, at 30th June 2015 the share capital of the Parent Company, Safilo Group S.p.A., amounts to Euro 312,899,825 consisting of no. 62.579.965 ordinary shares with a par value of Euro 5.00 each.

2.21 Share premium reserves

The share premium reserve represents:

  • the higher value attributed on the conferment of shares by the subsidiary Safilo S.p.A. compared to the par value of the corresponding increase in share capital;
  • the higher price paid compared to the par value of the shares, at the time the shares were placed on the Electronic Stock Market (MTA), net of listing costs;
  • the premium resulting from conversion of convertible bonds;
  • the premium received from the exercise of stock options by their holders and following the capital increases.

The share premium reserve of the parent company totalled Euro 484,818,364 at 30th June 2015.

2.22 Retained earnings and other reserves

This item includes both the reserves of the subsidiary companies generated after their inclusion in the consolidation area and the translation differences deriving from the translation into Euro of the financial statements of consolidated companies denominated in other currencies.

2.23 Cash flow reserve

The cash flow reserve mainly refers to the current value of currency forwards contracts.

2.24 Stock options plans

The extraordinary general meeting held on 15 April 2014, as proposed by the Board of Directors held on 5 March 2014, have approved the capital increase up to a nominal value of Euro 7,500,000.00 by means of the issuance of up to a maximum of 1,500,000 ordinary shares, with the par value equal to 5.00 Euro, for the purpose of the 2014-2016 Stock Option Plan in favour of directors and/or employees of Safilo Group S.p.A. and of its subsidiaries.

Such Plan, aimed at the retention and motivation of directors and/or employees, by means of granting in tranches and free of charge a maximum of 1,500,000 options which give the beneficiaries the right to subscribe newly issued ordinary shares of the Company, par value of Euro 5.00 each, arising from the paid and separable capital increase, with exclusion of the option rights according to article 2441, paragraph 4 second part of the Civil Code, at the rate of no. 1 share for each Option.

The Plan has a total duration of approximately 10 years (from 2014 to 2024). The options granted to beneficiaries are exercisable after a minimum of two years from the last possible granting date of each tranche.

In particular, there are three different granting dates:

  • - the first tranche was granted starting from the Board of Directors held on 29 April 2014 until 31 December 2014;
  • - the second tranche has been granted starting from the Board of Directors which has approved the financial statements of the Company for the year ended 31.12.2014 until 31 December 2015;
  • - the third tranche will be granted starting from the Board of Directors which approves the financial statements of the Company for the year ended 31.12.2015 until 31 December 2016.

This Plan is in addition to the one already in place deliberated by the Extraordinary Meeting held on 5th November 2010, in which the Shareholders approved the issue of up to 1,700,000 new ordinary shares with a nominal value of 5.00 Euro each, for a total of 8,500,000.00, to be offered to directors and/or employees of the Company and its subsidiaries in connection with the "2010-2013 Stock Option Plan".

This Plan, designed to incentivise and retain directors and/or employees/managers, is carried out through the grant, in different tranches, of up to 1,700,000 options, each such option entitling the beneficiary to subscribe to 1 of the foregoing ordinary Company share with a nominal value of 5.00 Euro each, issued for cash and without any all-or-none clause, excluding all pre-emptive rights pursuant to article 2441, paragraph four, second sentence of the Italian Civil Code.

The Plan will last for 9 years (from 2010 to 2019). The options granted to the beneficiaries may be exercised after three years from the grant date (except the first tranche, which will benefit from a shorter vesting period).

On 13 November 2013, the Board of Directors has amended the rules of the "Stock Options Plan 2010-2013" in order to reassign certain options returned in the availability of the Company as a result of resignations by some beneficiaries. In application of the amendment on that date was then proceeded to reassign a tranche of 65,000 options ("Fourth Tranche - bis") that may be exercised under the same operating conditions and in the same exercise period for the options set out in the fourth tranche.

The options attributed by both plans will mature when both the following vesting conditions are met: the continuation of the relationship on the options' vesting date, and the achievement of differentiated performance objectives for the period of each tranche commensurate with consolidated EBIT.

No. of options Average exercise
price in Euro
Stock Option Plan 2010-2013
Outstanding at the beginning of the period 710,000 8.098
Granted - -
Forfeited (15,000) 8.470
Exercised (95,000) 6.647
Expired - -
Outstanding at period-end 600,000 8.319
Stock Option Plan 2014-2016
Outstanding at the beginning of the period 295,000 15.050
Granted 575,000 13.290
Forfeited (15,000) 14.463
Exercised - -
Expired - -
Outstanding at period-end 855,000 13.877

The table below shows the changes in the stock option plans occurred during the relevant period:

During the first semester 95,000 options have been exercised, of which 15,000 options belonging to the first tranche of the plan and 80,000 options to the second tranche at an average exercised price of Euro 6.647 for a total of Euro 641,450. During the period 575,000 options have been granted related to the second tranche of the new Plan 2014-2016.

The adoption of these plans has affected the income statement for the period for Euro 263 thousand (Euro 201 thousand at 30th June 2014).

3. Notes on the consolidated income statement

3.1 Net sales

For details concerning the sales performance in the first semester of 2015 compared to the same period of the previous year, please refer to the section "Report on Operations".

3.2 Cost of sales

This item breaks down as follows:

(Euro/000) First semester
2015
First semester
2014
Second
quarter
2015
Second
quarter
2014
Purchase of raw materials and finished goods 183,538 169,053 90,743 91,754
Capitalisation of costs for increase in tangible assets (-) (4,289) (4,122) (2,344) (2,058)
Change in inventories 7,131 (17,126) 9,499 (15,948)
Wages and social security contributions 50,425 48,878 24,576 25,884
Subcontracting costs 9,465 9,846 4,889 5,736
Depreciation 11,401 9,367 6,179 4,743
Rental and operating leases 434 409 220 232
Other industrial costs 6,880 6,442 3,479 3,250
Total 264,985 222,747 137,241 113,593

The change in inventories can be broken down as follows:

(Euro/000) First semester
2015
First semester
2014
Second
quarter
2015
Second
quarter
2014
Finished products (1,014) (12,334) 11,575 (9,769)
Work-in-progress
Raw materials
1,561
6,584
(394)
(4,398)
328
(2,404)
(612)
(5,567)
Total 7,131 (17,126) 9,499 (15,948)

The average number of Group employees in the first semester of 2015 and 2014 can be summarised as follows:

First semester 2015 First semester 2014
Executives 130 137
Clerks and middle management 3,207 3,247
Factory workers 3,863 4,272
Total 7,200 7,656

3.3 Selling and marketing expenses

This item breaks down as follows:

(Euro/000) First
semester
2015
First
semester
2014
Second
quarter 2015
Second
quarter 2014
Payroll and social security contributions 66,018 59,319 33,169 29,904
Sales commissions 40,096 34,492 20,478 17,567
Royalty expenses 61,863 51,610 32,589 26,874
Advertising and promotional costs 81,257 72,987 46,094 39,804
Amortization and depreciation 2,517 2,300 1,280 1,092
Logistic costs 8,337 9,720 4,735 5,477
Consultants fees 350 719 224 540
Rental and operating leases 8,981 7,297 4,483 3,619
Utilities 509 418 240 199
Provision for risks 645 443 319 232
Other sales and marketing expenses 12,750 11,463 6,331 5,930
Total 283,323 250,768 149,942 131,238

3.4 General and administrative expenses

This item breaks down as follows:

(Euro/000) First
semester
2015
First
semester
2014
Second
quarter
2015
Second
quarter
2014
Payroll and social security contributions 42,945 40,490 22,514 21,527
Allowance and write off of doubtful accounts 1,597 1,613 405 859
Amortization and depreciation 5,714 5,545 2,940 2,751
Consultants fees 7,721 7,522 4,416 3,731
Rental and operating leases 5,313 4,302 2,707 2,159
EDP costs 4,605 4,133 2,402 2,369
Insurance costs 1,651 1,252 891 621
Utilities, security and cleaning 3,597 3,650 1,873 1,878
Taxes (other than on income) 2,858 2,530 1,522 1,427
Other general and administrative expenses 8,135 7,438 4,084 3,419
Total 84,136 78,475 43,754 40,741

3.5 Other income (expenses)

This item breaks down as follows:

(Euro/000) First
semester
2015
First
semester
2014
Second
quarter 2015
Second
quarter 2014
Losses on disposal of assets (62) (35) (34) (26)
Other operating expenses (3,439) (3,324) (2,062) (3,207)
Gains on disposal of assets 50 61 28 53
Other operating incomes 1,686 508 969 357
Total (1,765) (2,790) (1,099) (2,823)

Other operating expenses and income comprise cost and revenue components either not related to the Group's ordinary operations or that are of non-recurring nature.

During the first semester of 2015 were accounted for non-recurring costs of Euro 1,175 thousand relating to commercial restructuring costs in the EMEA Region, and other non-recurring costs for Euro 1,167 thousand costs mainly related to the consolidation of the Group's North American distribution network into its Denver facility. In the same period of the last year non-recurring costs of Euro 3,009 thousand were accounted for relating to reorganization costs.

3.6 Share of income (loss) of associates

This item shows gains/losses deriving from the valuation at equity of shareholdings in associates.

3.7 Interest expenses and other financial charges, net

This item breaks down as follows:

(Euro/000) First
semester
2015
First
semester
2014
Second
quarter
2015
Second
quarter
2014
Interest expenses on loans 1,130 3,502 373 1,643
Interest expenses and charges on Bond 3,195 669 1,611 669
Bank commissions 3,772 2,850 2,024 1,601
Negative exchange rate differences 32,737 2,032 7,475 (437)
Fair value charges on the Equity-linked Bond incorporated
derivative
4,865 285 691 285
Other financial charges 46 902 35 532
Total financial charges 45,745 10,240 12,209 4,293
Interest income 104 204 59 103
Positive exchange rate differences 22,837 5,432 8,183 2,004
Other financial income 97 85 37 7
Total financial income 23,038 5,721 8,279 2,114
Total financial charges, net 22,707 4,519 3,930 2,179

Fair value gains and charges are related to the valuation at mark-to-market of the derivative embedded in the "equity-linked" bond.

The item exchange rate differences includes gains and losses on valuation of financial instruments related to forward contracts at fair value through profit or loss amounted to a loss of Euro 505 thousand (a gain of Euro 348 thousand in the first semester 2014).

3.8 Income tax expenses

This item breaks down as follows:

(Euro/000) First semester
2015
First semester
2014
Second
quarter 2015
Second
quarter 2014
Current taxes (15,343) (18,171) (6,860) (9,424)
Deferred taxes 6,948 1,503 334 687
Total (8,395) (16,668) (6,526) (8,737)

3.9 Earnings (Loss) per Share

The calculation of basic and diluted earnings (losses) per share is shown in the tables below:

Basic

First semester
2015
First semester
2014
Profit for ordinary shares (in Euro/000) 8,371 29,322
Average number of ordinary shares (in thousands) 62,545 62,318
Earnings per share - basic (in Euro) 0.134 0.471

Diluted

First semester
2015
First semester
2014
Profit for ordinary shares (in Euro/000)
Profit for preferred shares
8,371
-
29,322
-
Profit in income statement 8,371 29,322
Average number of ordinary shares (in thousands)
Dilution effects:
62,545 62,318
- stock option (in thousands) 226 384
Total 62,771 62,702
Earnings per share - diluted (in Euro) 0.133 0.468

As for the bond "Safilo Group S.p.A. Euro 150 million, 1.25 per cent Guaranteed Equity-Linked Bond due 2019", based on current market and conversion conditions, no dilutive effect was considered.

3.10 Seasonality

Group revenues are partially affected by seasonal factors, as demand is higher in the first half of the year as a result of sunglasses sales ahead of the summer. Revenues are historically at their lowest in the third quarter of the year, since the sales campaign for the second half is launched in autumn.

3.11 Significant non-recurring transactions and atypical and/or unusual operations

In the first semester of 2015, the Group did not engage in significant non-recurring transactions or atypical and/or unusual operations pursuant to the CONSOB communication of 28th July 2006.

3.12 Dividends

In the first semester of 2015, the parent company Safilo Group S.p.A. did not pay any dividends to its shareholders.

3.13 Segment reporting

The operating segments (Wholesale and Retail) were identified by the management in line with the management and control model used for the Group. In particular, the criteria applied for the identification of these segments was based on the ways in which the management manages the Group and attributes operational responsibilities.

Information by segment relating to the period ending 30th June 2015 and 30th June 2014 as well as second quarter 2015 and second quarter 2014 is shown in the tables below.

June 30, 2015
(Euro/000) WHOLESALE RETAIL Eliminat. Total
Net sales
- to other segment 9,124 - (9,124) -
- to third parties 627,965 46,960 - 674,925
Total net sales 637,089 46,960 (9,124) 674,925
Gross profit 380,726 29,214 - 409,940
Operating profit 38,514 2,202 - 40,716
Share of income of associates (1,131) - (1,131)
Financial charges, net (22,707)
Income taxes (8,395)
Net profit 8,483
Other information
Capital expenditure 14,455 851 15,306
Depreciation & amortization 17,725 1,908 19,633
June 30, 2014
(Euro/000) WHOLESALE RETAIL Eliminat. Total
Net sales
- to other segment 6,525 - (6,525) -
- to third parties 566,571 39,715 - 606,286
Total net sales 573,096 39,715 (6,525) 606,286
Gross profit 358,075 25,464 - 383,539
Operating profit 48,085 3,421 - 51,506
Share of income of associates
Financial charges, net
Income taxes
(839) - (839)
(4,519)
(16,668)
Net profit 29,480
Other information
Capital expenditure 16,775 411 17,187
Depreciation & amortization 15,346 1,866 17,212
Second quarter 2015
(Euro/000) WHOLESALE RETAIL Eliminat. Total
Net sales
- to other segment 3,485 - (3,485) -
- to third parties 323,407 27,215 - 350,622
Total net sales 326,892 27,215 (3,485) 350,622
Gross profit 196,370 17,011 - 213,381
Operating profit 15,448 3,138 - 18,586
Share of income of associates (1,131) - (1,131)
Financial charges, net (3,930)
Income taxes (6,526)
Net profit 6,999
Other information
Capital expenditure 9,012 381 9,393
Depreciation & amortization 9,431 969 10,400
Second quarter 2014
(Euro/000) WHOLESALE RETAIL Eliminat. Total
Net sales
- to other segment 3,524 - (3,524) -
- to third parties 289,846 23,237 - 313,083
Total net sales 293,370 23,237 (3,524) 313,083
Gross profit 184,957 14,533 - 199,490
Operating profit 21,235 3,453 - 24,688
Share of income of associates (839) - (839)
Financial charges, net (2,179)
Income taxes (8,737)
Net profit 12,933
Other information
Capital expenditure 10,845 148 10,994
Depreciation & amortization 7,714 872 8,586

RELATED PARTIES TRANSACTIONS

The nature of transactions with related parties is set out in the following table:

Related parties transactions
(Euro/000)
Relationship June 30
2015
December 31
2014
Receivables
Companies controlled by HAL Holding N.V. (b) 21,078 15,096
Total 21,078 15,096
Payables
Elegance Optical International Holdings Ltd (a) 1,266 1,351
Companies controlled by HAL Holding N.V. (b) 871 2,106
Total 2,137 3,457
Related parties transactions June 30 June 30
(Euro/000) Relationship 2015 2014
Revenues
Elegance International Holdings Ltd (b) - 24
Companies controlled by HAL Holding N.V. (b) 45,826 42,345
Total 45,826 42,369
Operating expenses
Elegance Optical International Holdings Ltd (a) 2,223 4,498
Companies controlled by HAL Holding N.V. (b) 744 1,316
Total 2,967 5,814

(a) Associated company

(b) Companies controlled by Group's reference Shareholder

Transactions with related parties, including intercompany transactions, involve the purchase and sale of products and provision of services on an arm's length basis, similarly to what is done in transactions with third parties. In regard to the table illustrated above, note that:

  • Elegance Optical International Holdings Limited ("Elegance"), a company listed on the Hong Kong stock exchange, is 23.05% owned by Safilo Far East Limited (an indirect subsidiary) and produces optical products for the Group in Asia. The price and other conditions of the production agreement between Safilo Far East Limited and Elegance are in line with those applied by Elegance to its other customers;

  • The companies of HAL Holding N.V., primary shareholder of Safilo Group, mainly refer to the retail companies belonging to the GrandVision Group, with which Safilo carries out commercial transactions in line with market conditions.

CONTINGENT LIABILITIES

With reference to the French antitrust authority investigation launched in June 2009 in the eyewear sector, the French Competition Authority ("FCA") on May 22, 2015, addressed a statement of objections to Safilo France S.A.R.L. ("Safilo France") and Safilo S.p.A. in its capacity of parent-company of Safilo France, as well as to other companies active in the eyewear sector, relating to certain practices that are alleged not to be compliant with French competition rules. The authorities are expected to issue a final investigation report at the end of 2015 or in the first quarter of 2016, it being specified that a longer duration of the proceedings cannot be excluded. Safilo France and Safilo S.p.A. will then have two months to respond to this report. The FCA's final decision would then be expected to be issued several months later. The Group is still considering the appropriate action to be taken in its protection and, in this report, no provision has been booked as this matter is at an early stage which together with the complexity of proceedings, makes it not possible to assess the probability and range of a potential liability.

If responsibility is definitively ascertained and assuming a fine is upheld by the French court, this could have a material effect on the Group's economic and financial results.

COMMITMENTS

At the balance sheet date, the Group had no significant purchase commitments. At the balance sheet date, however, the Group had contracts in force with licensor for the production and sale of sunglasses and frames bearing their trademarks. The contracts not only establish minimum guarantees, but also a commitment for advertising investments.

For the Board of Directors The Chief Executive Officer Luisa Deplazes de Andrade Delgado

Attestation in respect of the Half-year condensed financial statements under Article 154-bis of Legislative Decree 58/98

The undersigned Luisa Deplazes de Andrade Delgado, as the Chief Executive Officer, and Gerd Graehsler, as the officer responsible for the preparation of Safilo Group S.p.A. financial statements, hereby attest, pursuant to the provisions of Article 154-bis, clauses 3 and 4, of Legislative Decree February 24th 1998, no. 58, the adequacy of the administrative and accounting procedures with respect to the Company structure and their effective application in the preparation of the 2015 half-year condensed financial statements.

Administrative and accounting procedures used for the preparation of the condensed financial statements as of June 30th, 2015 were based and the evaluation of their adequacy has been made on a process defined by Safilo Group S.p.A. in accordance with the Internal Control – Integrated Framework model issued by the Committee of Sponsoring Organizations of the Trade way Commission an internationally-accepted reference framework.

Furthermore, the undersigned attest that the half-year condensed financial statements have been prepared in accordance with the international financial standards as endorsed by the European Union through Regulation (EC) no. 1606/2002 of the European Parliament and Counsel, dated 19th July 2002 and in particular IAS 34 – Interim Financial Reporting. This half-year report corresponds to the amounts shown in the Company's books and records and provides a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

Finally, the interim management report contains references to the important events occurred in the first six months of the financial year and their impact on the half-year condensed financial statements and a description of the principal risks and uncertainties for the remaining six months of the year, along with a description of the transactions with related parties.

Padua, 4th August 2015

Luisa Deplazes de Andrade Delgado Gerd Graehsler

Chief Executive Officer Manager responsible for the preparation of the company's financial documents

REPORT OF INDEPENDENT AUDITORS ON HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS