Interim Management Report as of March 31, 2015
Transcription
Interim Management Report as of March 31, 2015
Interim Management Report as of March 31, 2015 Interim Management Report as of March 31, 2015 CONTENTS Company information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board of directors and of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group organization chart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distribution network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INTERIM MANAGEMENT REPORT 3 4 5 6 7 Group operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Performance of the group as of march 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Analysis of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 – Revenues by geographical area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27 – Revenues by distribution channel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 – Revenues by product line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Operating results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Net profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Analysis of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Significant events after the reporting period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Business outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Principles applied in preparing the interim report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Accounting standards and consolidation principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Related-party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 FINANCIAL STATEMENTS Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Condensed consolidated statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 47 48 49 STATEMENT PURSUANT TO ARTICLE 154 (2) BIS OF THE TUF . . . . . . . . . . . . . . . . . 51 2 Interim Management Report as of March 31, 2015 COMPANY INFORMATION REGISTERED OFFICE OF THE GROUP HOLDING COMPANY Moleskine S.p.A. Viale Stelvio 66 – 20159 Milan LEGAL INFORMATION OF THE GROUP HOLDING COMPANY Approved share capital Euro 2,121,802.05 Subscribed and fully paid-up share capital Euro 2,121,802.05 Milan Company Register no. 07234480965 Milan Economic and Administrative Index (REA) no. 1945400 Tax code and VAT no. 07234480965 Company website www.moleskine.com 3 Interim Management Report as of March 31, 2015 BOARD OF DIRECTORS AND OF AUDITORS Board of Directors Marco Ariello Arrigo Berni Philippe Claude Sevin Giuseppe Zocco Daniele Raynaud Fabio Brunelli Daniela Della Rosa Claudia Parzani* Orna Ben Naftali* Chairman Chief Executive Officer Director Director Director Independent director Independent director Director Director Remuneration Committee Daniela Della Rosa Fabio Brunelli Marco Ariello Chairman Control and Risk Committee Board of Statutory Auditors Independent Auditors Executive officer in charge of the Financial Reports Fabio Brunelli Daniela Della Rosa Marco Ariello Paola Maiorana Rocco Santoro Roberto Spada Sabrina Pugliese Cristiano Proserpio PricewaterhouseCoopers SpA Chairman Chairman Statutory Auditor Statutory Auditor Alternate Auditor Alternate Auditor Alessandro Strati (*) As of March 11, 2015, following the resignation of Director Claudia Parzani, the shareholders at their meeting held on April 15, 2015 confirmed the proposal made by the Board of Directors on March 11, 2015 to appoint Orna Ben Naftali, who was co-opted on the same date. 4 Interim Management Report as of March 31, 2015 GROUP STRUCTURE The Group includes the Holding Company Moleskine S.p.A. (“Moleskine” or the “Company”], Moleskine America, Inc. (“Moleskine America”), a wholly owned direct subsidiary headquartered in New York (210 Eleventh Avenue, Suite 1004), Moleskine America Retail LLC (“Moleskine America Retail”), organized in accordance with the laws of the state of the Delaware, and a wholly-owned subsidiary of Moleskine America; it also includes Moleskine Asia Ltd (“Moleskine Asia”), headquartered in Hong Kong (Suite 3202A, 32/F, The Centrium) wholly owned by the Company, Moleskine Trade and Commerce Shanghai Co.Ltd (“Moleskine Shanghai”), with registered offices in Shanghai (Unit 3506, Tower 2, Grand Gateway Center, No.3, Hong Qiao Road, Xuhui District ), Moleskine Singapore Pte Ltd (“Moleskine Singapore”), headquartered in Singapore (6001 Beach Road HEX 13-04 Golden Mile Tower), and Moleskine Japan K. K. (“Moleskine Japan”), headquartered in Tokyo (5-4-35-1301 Minami Aoyama, Minato-ku). These last three companies are wholly owned by Moleskine Asia. Companies also included within the Group are Moleskine France S.à.r.l (“Moleskine France”), headquartered in Paris (39, rue Beauregard), Moleskine Germany Gmbh (“Moleskine Germany”), based in Cologne (Spichernstrasse 73), and Moleskine UK Ltd (“Moleskine UK”), with registered offices in London (Second floor, Cardiff House, Tilling Road), all of which are wholly owned by the group holding company, Moleskine. The following chart shows the structure of the Group and Moleskine’s subsidiaries along with the percentages held. Moleskine SpA Moleskine America 100% Moleskine America Retail 100% Moleskine France 100% Moleskine Germany 100% Moleskine UK 100% Moleskine Japan 100% Moleskine Asia 100% Moleskine Shanghai 100% Moleskine Singapore 100% 5 Interim Management Report as of March 31, 2015 GROUP ORGANIZATION CHART The Group organization chart as of March 31, 2015, is shown below. CEO Internal Audit Manager Retail Director Executive Brand Equity Director Executive Publishing & New Business Development Director CFO Chief Operating Oficer (COO) Digital Innovation Director HR Director 6 Interim Management Report as of March 31, 2015 DISTRIBUTION NETWORK The Group markets its products through various distribution channels.From the perspective of the consumer, the Group is present on the market through: – the retail distribution channel, i.e. the direct distribution channel (retail) in which the Group relies on stores managed either by third-parties or directly, the latter of which are referred to as Directly Operated Stores (DOSs); – the wholesale channel, i.e. the channel which makes use of intermediaries to sell to consumers, in which case the Group’s customers are these intermediaries; – the B2B channel, aimed at the direct sale of customized Moleskine products to businesses, institutions and a variety of organizations by way of a combined direct and indirect model; – the e-Commerce channel, i.e. online product sales through our own websites. 7 Interim management report as of March 31, 2015 01 Interim Management Report as of March 31, 2015 GROUP OPERATIONS INTRODUCTION With reference to the three months ended March 31, 2015, the figures given in this report, together with the associated remarks, are meant to give an overview of Group’s financial performance and standing, the changes that occurred during the period under review, and any significant events that affected these results. OPERATING CONDITIONS AND BUSINESS DEVELOPMENT Moleskine is the brand through which the Group develops, distributes and sells a family of products for the modern-day nomad: notebooks, journals, diaries, bags, writing instruments and reading accessories dedicated to the mobile individual, products that embody personal flair and sophistication in both the real and the digital worlds. The Group sells two lines of products and services: i) paper collections (“Paper Collections”), such as notebooks, agendas, other home-officeproducts, and gifts;This line also includes analog/digital products and services, namely belonging to the “ADA-AnalogDigital-Analog” category, working as a “continuum” between the physical and the digital world. Several examples of the products included in this category are the Smart Notebook line developed together with Evernote, a notebook designed to work with Livescribe smart pens, as well as the notebook developed in partnership with Adobe, the leader in digital marketing and digital media solutions. ii) writing, travel and reading accessories (the “WTR Collections”), such as pens and pencils, bags, eyewear, and reading lights. The Group distributes its products to 113 countries: i) indirectly through a network of 76 distributors (i.e. the wholesale channel), which serve bookshops, department stores, stationers, museums and other specialty stores (i.e. retailers); and ii) a) through a mixed direct and indirect model for the custom editions designed for our business customers (i.e. B2B); b) through our e-Commerce site; and c) through our retail network of 36 single-brand stores (12 in China, 1 in Singapore, 2 in Hong Kong, 8 in Italy, 3 in the U.K., 4 in France, 1 in Germany and 5 in the U.S.). 9 Interim Management Report as of March 31, 2015 ACTIVITIES CARRIED OUT BY THE GROUP TO INCREASE BRAND AWARENESS The activities carried out in the course of the three months ended March 31, 2015, to support brand awareness have continued along the main lines pursued in 2014: – Limited editions and special cult editions. For the younger crowd, two new Limited Edition Notebooks were launched, featuring world-renowned icons: Alice in Wonderland, a literary classic, and Batman, one of the most popular superheroes.Marketing support for new product launches also included adding new titles to the Inspiration and Process in Architecture collection dedicated to Kengo Kuma, Grafton Architects and Marcio Kogan of Studio MK27. Also worth mentioning is the new limited edition notebook, Skyline Milano, dedicated to exploring the city through its iconic sites. –Events. Among the most important initiatives we would like to mention the partnership with TED (Technology, Entertainment and Design), an international leader in events exploring technology, creativity and innovation, at their conference held in Vancouver in March. Moleskine handed out personalized Classic backpacks, notebooks and pens to all 2,550 participants. A designated area was set up for Moleskine, featuring an experiential learning table open to all participants to give them the opportunity to try out Moleskine products, including the analog/digital collections, covers and pens. Moleskine also played the role of media partner, collecting the ideas presented at the TED conference using analog and digital tools, raising interest through digital PR channels. TED conference, Vancouver, March 2015 10 Interim Management Report as of March 31, 2015 TED conference, Vancouver, March 2015 Another major event during the quarter was that Moleskine became a member of Altagamma Foundation, an organization bringing together almost 90 of the best Italian luxury firms. Established in 1992, it has an aggregate turnover of 18 billion euro, mostly from sales abroad. As a founding member, Moleskine will participate in the initiatives sponsored by the Foundation, bringing its contribution and using the services that Altagamma provides exclusively to its members. In a contemporary era where knowledge is created and spread in non-traditional ways, ideas are generated on the move and the analog and digital realm tend to intertwine, Moleskine, through its nomadic objects, provides open platforms for creativity, a value that unites all brands that are part of Altagamma. Moleskine partnered with the Hong Kong International Film Festival, one of Asia’s largest film events, for the fourth time and created a special edition notebook by Sylvia Chang; also worth mentioning is our participation at the Biennale International Design Saint-Etienne, one of the most important international events for the world of industrial design, where we showed our collection of Classic Bags and pens designed by Giulio Iacchetti. 11 Interim Management Report as of March 31, 2015 Special edition notebook for the Hong Kong International Film Festival Participation at the Biennale di Design di Saint Etienne 12 Interim Management Report as of March 31, 2015 – New product launches. In the first quarter of 2015, several new collections were launched for the public, including Moleskine Chapter Journals. Divided into chapters, these journals keep your daily lists, notes and ideas organized and the slim new sizes fits perfectly in your pocket. We also unveiled the new book series, Fashion Unfolds, on the world of fashion where each books unfolds the creative process of a leading international designer. New colors have been introduced for Tool Belt, an accessory designed to wrap around Moleskine notebooks. We also launched click pens and clip pens, new models of the myCloud series (the Small Backpack, the Briefcase and the Briefcase Curve), along with new covers designed for iPhone 6 and 6 plus. EXPANSION OF BRAND DISTRIBUTION In line with the strategy for augmenting brand distribution, the Group has increased the number of points of sale served by the wholesale channel and has also intensified its presence and visibility within the Top Retailers, while continuing to invest in trade marketing and visual merchandising through Ateliers and other displays for a total of 188 installations worldwide as of March 31, 2015 (vs. 159 installations as of March 31, 2014). The new installations during the quarter include Ateliers at Feltrinelli in Piazza Duomo, Milano, Payot in Geneva and UCSD in San Diego, California; the Atelier at Selfridges department store has been updated by revamping and improving the structure, position and assortment. During the first three months of 2015, activities aimed at supporting a pillar of our growth strategy, i.e. the opening of direct, single-brand stores, included two new stores: one in Rome (Via Frattina) and one in Eslite Hong Kong (in this case passing from the wholesale channel to the retail channel). During the first quarter of 2015, four temporary stores were closed due to the expiration of the contract as agreed, Spietafield, Boxpark and Old Street in London and Saint Honoré in Paris. Three permanent stores closed: Shorthills in the US, Takashimaya in Asia and Naples, the last two were due to the expiration of the contract as agreed. Store in Rome, Via Frattina 13 Interim Management Report as of March 31, 2015 Store in Rome, Via Frattina EXPANSION OF THE PRODUCT LINE The 2015 strategy for Moleskine collections involves expanding the current range, with the aim to ramp up capacity to meet the needs of our target audience thanks to innovative offerings, along with re-launching our existing offerings. In the Travelling line, the myCloud Bag Series has been expanded with two new offerings, always combining high functionality with Moleskine’s iconic design. Geared toward business customers, the new products include: two Briefcase models, one for men and one for woman, and two color variations for the Small Backpack. 14 Interim Management Report as of March 31, 2015 myCloud Backpack myCloud Briefcase Curve 15 Interim Management Report as of March 31, 2015 The new models of myCloud bags, the perfect solution for staying organized at work, have transformed the concept of the “myanalog cloud” into reality; in other words, all of the things that the contemporary nomad – Moleskine’s primary target – chooses to carry every day and which is right at home in these bags. Moleskine has stepped into a new market with its two models of Device Bags, built to transport and protect digital devices on a daily basis: these handy and versatile bags can be used as a shoulder bag or backpack. Horizontal Device Bag Two of the most popular models of the Classic Bags collection, Backpack and Messenger, were updated with improved materials and characteristics, while keeping the powerful and iconic design and the underlying concepts. 16 Interim Management Report as of March 31, 2015 Classic Messenger Bag Classic Backpack 17 Interim Management Report as of March 31, 2015 Moleskine has expanded the Writing collection to include 6 new pen body colors for the Classic Pen collection; to complete the existing offering, so as to meet the various preferences in writing methods of our users, the pens are available in cap-and-roller and click/ball-point versions: a new palette in line with the entire Moleskine collection, retaining the original rectangular shape, which ensures that the pen is a perfect match for our notebooks thanks to the specially designed clip. Writing_Classic Collection With the aim to strengthen the link between the Paper and WTR collections, leveraging the core offer, we have expanded the Tool belt, a handy accessory for notebooks/diaries that physically integrates analog and digital tools, allowing you to transport your things safely, since it fits perfectly on notebooks and has zippered pockets to hold digital media: two new colors have been added to the existing colors in large format together with the pocket format in the classic colors Payne’s Grey and Red. 18 Interim Management Report as of March 31, 2015 Notebook Tool Belt The Journals category, today ruled by Moleskine, with two distinct offerings of journals for everyday notes, has been identified as having the potential to attract new targets and increase the frequency of purchasing: with the aim to grow in size and importance for the target, we introduced the new Chapters Collection: the perfect journals to organize ideas and notes anytime and anywhere because they are divided into numbered chapters that can be personalized, and fit in your pocket thanks to the slim style. Characterized by a distinctive design with coptic binding, the new Chapters journals – in three colors, three sizes and two layouts – are available as a single sales unit, completing the Volant collection, a set of two journals in two shades of the same color, and the Cahier collection, a set of 3 journals with cardboard covers that can be personalized and decorated. Chapters Collection 19 Interim Management Report as of March 31, 2015 Chapters Collection 20 Interim Management Report as of March 31, 2015 For the younger crowd, two new licenses for granted for Limited Edition Notebooks featuring world-renowned icons: Alice in Wonderland, a literary classic, and Batman, one of the most popular superheroes. Four items for each license of the two themes as limited editions with a fixed number of products produced, available only on official Moleskine e-Commerce and retail sites. Batman Collection Alice Adventures in Wonderland Collection 21 Interim Management Report as of March 31, 2015 PERFORMANCE OF THE GROUP AS OF MARCH 31, 2015 The following tables show i) the consolidated income statement as of March 31, 2015, compared to the same period of the previous year, ii) the sources and uses of funds statement as of March 31, 2015, compared to December 31, 2014, and iii) capital expenditures and cash flow from operating activities during the three months ended March 31, 2015, compared to March 31, 2014. In addition to the conventional financial statements and indicators required under IFRS, this document also presents some reclassified statements and alternative performance indicators in order to better assess the Group’s financial performance. Nonetheless, these statements and indicators should not be considered replacements for the conventional ones required by the IFRSs. Please note that, although the Group business does not undergo significant seasonal or cyclical changes in overall annual sales, it is influenced by different distributions of revenue and expenses across the various months of the year. For this reason, an analysis of financial standing and performance for the period under review should not be considered a fully proportionate share of the entire year. CONDENSED CONSOLIDATED INCOME STATEMENT Period ended March 31, Change In thousands of Euro and percentage of revenues 2015 % 2014 % 2015 Vs 2014 % Revenues EBITDA (1) Operating income Net profit Adjusted revenues (2) Adjusted EBITDA (3) Adjusted operating income (3) Adjusted net income (3) 23,142 4,879 3,753 2,794 23,125 5,260 4,134 3,059 100.0% 21.1% 16.2% 12.1% 100.0% 22.7% 17.9% 13.2% 17,351 3,221 2,327 1,166 17,322 3,514 2,620 1,370 100.0% 18.6% 13.4% 6.7% 100.0% 20.3% 15.1% 7.9% 5,791 1,658 1,426 1,628 5,803 1,746 1,514 1,689 33.4% 51.5% 61.3% 139.6% 33.5% 49.7% 57.8% 123.3% (1) The Group defines EBITDA as operating income (EBIT) before depreciation, amortization and impairment of non-current assets. EBITDA is not recognized as a measure of financial performance or liquidity under IFRS; therefore, it should not be considered an alternative measure for assessing the performance of Group operating income. Since the method for calculating EBITDA is not governed by reference accounting standards, the method applied by the Group may not be the same as that adopted by others and therefore may not be comparable. (2) Adjusted revenues represent revenues from the income statement net of revenues generated by the sale of displays and other revenues and income not relating to the ordinary business. (3) Adjusted EBITDA, adjusted EBIT, and adjusted net income are net of non-recurring transactions and transactions that are not directly related to our core business, and are presented along with their percentages of adjusted revenues. *** 22 Interim Management Report as of March 31, 2015 ANALYSIS OF THE SOURCES AND USES OF RESOURCES In thousands of Euro Fonti e Impieghi Impieghi Net working capital Non-current assets Non-current liabilities, net deferred taxes and current provisions for risks and charges Net invested capital Fonti Net Financial indebtedness Net Equity Total sources of financing As of 31 March, 2015 31 December, 2014 21,170 89,329 20,188 89,528 96,394 (16,037) 93,679 4,010 92,384 4,619 89,060 (14,105) 96,394 OTHER INFORMATION In thousands of Euro 93,679 As of 31 March, 2015 31 March, 2014 Investments (4) 571 711 (4) Capital expenditures refer to gross investments in property, plant and equipment and in intangible assets. *** The tables below show how certain adjusted indicators used to represent the Group’s operating performance, net of extraordinary events, are calculated. These indicators make it easier to compare financial information across periods since they are based on the key financials of the Group net of events which are not directly related to our core business. The Group has calculated adjusted revenues as follows: In thousands of Euro Revenues Revenues from display Other income Adjusted revenues Period ended March 31, 2015 2014 23,142 (23) 6 17,351 (44) 15 23,125 17,322 23 Interim Management Report as of March 31, 2015 Adjusted EBITDA is the net profit gross of amortization of intangible assets, depreciation of property, plant and equipment, impairments, finance income and expense and income tax, gross of non-recurring and extraordinary income and expenses including, but not limited to: i) severance costs and other costs related to company reorganizations; ii) legal fees and other costs related to extraordinary transactions (e.g. changes in distribution models, the termination of agreements with distributors or suppliers, lump-sum and other types of costs paid in settlements with third parties, etc.); iii) costs related to fiscal disputes; iv) other one-off costs not associated with ordinary operations (e.g. costs related to recalls, costs for adaptations to applicable domestic and/or international laws and regulations, etc.); v) extraordinary and non-recurring income (e.g. insurance settlement in the event of a warehouse fire, etc.) The Group has calculated adjusted EBITDA as follows: In thousands of Euro EBITDA Management incentive plan (Stock Option) Ancillary costs related to the IPO process Change in the business model Wholesale (5) Other consulting fees (5) Other costs (5) Bonuses and early retirement incentives for employees (6) Total activities which are not directly related to the ordinary business Adjusted EBITDA Period ended March 31, 2015 2014 4,879 85 52 8 73 163 3,221 74 124 28 67 - 381 5,260 293 3,514 (5) Included in the Income Statement item Service costs. (6) Included in the Income Statement item Personnel costs. The Group has calculated adjusted operating income as follows: In thousands of Euro Period ended March 31, 2015 2014 Operating profit (EBIT) Total activities which are not directly related to the ordinary business (7) 3,753 381 2,327 293 Adjusted EBIT 4,134 2,620 (7) See the reconciliation of adjusted EBITDA. 24 Interim Management Report as of March 31, 2015 The Group has calculated adjusted net income as follows: In thousands of Euro Period ended March 31, 2015 2014 Net income Total activities which are not directly related to the ordinary business Income tax effect 2,794 381 (116) 1,166 293 (89) Adjusted Net income (8) 3,059 1,370 (8) Adjusted net income is therefore calculated net of the effect of non-recurring expenses and others not directly related to our core business and net of the relative tax effect. 25 Interim Management Report as of March 31, 2015 ANALYSIS OF REVENUES Revenues increased Euro 5,791 thousand, or 33.4%, from Euro 17,351 thousand in the first three months of 2014, to Euro 23,142 thousand in the first three months of 2015. Adjusted revenues went from Euro 17,322 thousand in the first three months of 2014 to Euro 23,125 thousand in 2015 for an increase of 33.5%: at constant exchange rates, this increase compared with the same period last year would be 19.7%. The growth in sales revenue is mainly due to the increase in volumes related to the development of the multichannel strategy, the change in the American and German business models, and the positive effect of the appreciation of the US dollar and associated exchange rate, mainly concerning the Hong Kong dollar. 26 Interim Management Report as of March 31, 2015 REVENUES BY GEOGRAPHICAL AREA The following tables show the breakdown by geographical area of revenues and adjusted revenues for the three months ended March 31, 2015 and 2014: In thousands of Euro Period ended March 31, Change Revenues by geographical area 2015 % 2014 % 2015 Vs 2014 % EMEA (Europe, Middle East, Africa) Americas (USA, Canada, Latin America) APAC (Asia Pacific) 9,805 9,353 3,984 42.4% 40.4% 17.2% 8,947 6,586 1,818 51.6% 38.0% 10.4% 858 2,767 2,166 9.6% 42.0% 119.1% Total Revenues 23,142 100.0% 17,351 100.0% 5,791 33.4% ADJUSTED REVENUES BY GEOGRAPHICAL AREA AMERICAS 40.5% EMEA 42.3% APAC 17.2% In thousands of Euro 9,788 +42% 3,984 +9.7% In thousands of Euro +119.7% Period ended March 31, Change Adjusted revenues by geographical area 2015 % 2014 % 2015 Vs 2014 % EMEA (Europe, Middle East, Africa) Americas (USA, Canada, Latin America) APAC (Asia Pacific) 42.3% 40.5% 17.2% 8,923 6,586 1,813 51.5% 38.0% 10.5% 865 2,767 2,171 9.7% 42.0% 119.7% Total Adjusted Revenues 9,788 9,353 3,984 23,125 100.0% 17,322 100.0% 5,803 33.5% 27 Interim Management Report as of March 31, 2015 Revenues in the EMEA area came to Euro 9,805 thousand in the first three months of 2015 (vs. Euro 8,947 thousand in the first three months of 2014), up Euro 858 thousand (+9.6%) compared to the same period of the previous year, while net of the items not directly related to our core business, the growth in revenues would rise to 9.7%. This growth was mainly driven by an increase in sales volumes for all channels and the change in the distribution model, including mainly the German model. Sales in the Americas area increased by Euro 2,767 thousand (+42%) compared to the previous period. This increase, which would have been 16.8% at constant exchange rate, is mainly due to the growth in sales volumes and the change in the distribution model. Finally, the APAC area posted an increase of Euro 2,166 thousand (+119.1%) which, net of the items not directly related to our core business, would have been 119.7%. Net of the exchange rate effect, this growth would have been 80.7% mainly attributable to the wholesale channel, in particular in the Hong Kong and Japanese markets, as well as the B2B channel, also due to the utilization of a new distributor in Japan. In the Retail channel there has been a significant increase in volumes related to revenues generated mainly from the new stores opened in the second half of 2014. The following is a breakdown of adjusted revenues at current and constant exchange rates by geographical area. AMERICAS +42% +16.8% EMEA APAC +9.7% +119.7% +9.3% +80.7% CURRENT EXCHANGE RATE CONSTANT EXCHANGE RATE +33.5% +19.7% 28 Interim Management Report as of March 31, 2015 REVENUES BY DISTRIBUTION CHANNEL The following tables show the breakdown by distribution channel of revenues and adjusted revenues for the three months ended March 31, 2015 and 2014. In thousands of Euro Period ended March 31, Change Revenues by distribution channel 2015 % 2014 % 2015 Vs 2014 % Wholesale B2B e-Commerce Retail 15,251 4,073 1,198 2,621 65.5% 17.7% 5.2% 11.3% 11,552 3,347 980 1,472 66.5% 19.3% 5.6% 8.5% 3,699 726 218 1,149 32.0% 21.7% 22.2% 78.1% Total Revenues 23,142 In thousands of Euro 100.0% 17,351 100.0% Period ended March 31, 5,791 33.4% Change Adjusted Revenues by distribution channel 2015 % 2014 % 2015 Vs 2014 % Wholesale B2B e-Commerce Retail 15,233 4,073 1,198 2,621 65.9% 17.6% 5.2% 11.3% 11,517 3,354 980 1,471 66.5% 19.4% 5.7% 8.5% 3,716 719 218 1,150 32.3% 21.4% 22.2% 78.2% Total Adjusted Revenues 23,125 100.0% 17,322 100.0% 5,803 33.5% ADJUSTED REVENUES BY DISTRIBUTION CHANNEL Wholesale B2B Retail e-Commerce 25,000 23,125 15,233 20,000 17,322 11,517 15,000 10,000 5,000 3,354 4,073 1,198 2,621 1,471 980 0 2015 2014 000 29 Interim Management Report as of March 31, 2015 Revenues through the Wholesale channel increased by Euro 3,699 thousand (+32%), from Euro 11,552 thousand in the first three months of 2014 to Euro 15,251 thousand in the first three months of 2015. Net of the items not directly related to ourcore business, the increase was 32.3%. This increase was helped by the strategic initiatives implemented in 2014 to strengthen the distribution platform and the favorable trend in Euro/USD and Euro/HKD exchange rates. Revenues through the B2B channel increased by Euro 726 thousand (+ 21.7%), from Euro 3,347 thousand in the first three months of 2014 to Euro 4,073 thousand in the first three months of 2015. Net of the items not directly related to our core business, this increase was 21.4%. This increase is mainly due to good performance in the APAC area and the positive effect of the aforementioned exchange rates. Revenues through the e-Commerce channel went from Euro 980 thousand in the first three months of 2014 to Euro 1,198 thousand in the first three months of 2015 for an increase of 22,2%, also net of the items not directly related to our core business. This increase is primarily attributable to the positive effects resulting from the new provider in the EMEA area becoming fully operational as well as the positive effect of the exchange rates referred to above. Revenues generated through the retail channel increased by Euro 1,149 thousand, from Euro 1,472 thousand in the first three months of 2014 to Euro 2,621 thousand in the first three months of 2015 (+78.1%), while net of the items not directly related to our core business, the growth in revenues was 78.2%. The key driving force behind the growth in this channel was the further expansion of stores through the 12 new “net” openings taking place during the first quarter of 2015 (24 openings and 12 closings including 7 temporary stores used to test the new concept stores). 30 Interim Management Report as of March 31, 2015 ADJUSTED REVENUES BY DISTRIBUTION CHANNEL Wholesale B2B Retail e-Commerce 25,000 23,125 15,233 20,000 REVENUES BY PRODUCT LINE 17,322 11,517 The following tables show the breakdown of revenues and adjusted revenues by product line for the three 15,000 months ended March 31, 2015 and 2014. 10,000 In thousands of Euro Period ended March 31, Revenues by product line Paper collection 5,000 WTR collection 4,073 1,198 Total Revenues Change 2015 % 2014 % 2015 Vs 2014 % 21,048 2,094 91.0% 9.0% 15,721 1,630 90.6% 9.4% 5,327 464 33.9% 28.5% 23,142 2,621 100.0% 3,354 17,351 980 100.0% 1,471 5,791 33.4% 0 2015 2014 000 In thousands of Euro Period ended March 31, Change Adjusted Revenues by product line 2015 % 2014 % 2015 Vs 2014 % Paper collection WTR collection 21,033 2,092 91.0% 9.0% 15,695 1,627 90.6% 9.4% 5,338 465 34.0% 28.6% Total Adjusted Revenues 23,125 100.0% 17,322 100.0% 5,803 33.5% ADJUSTED REVENUES BY PRODUCT LINE 25,000 23,125 , 21,033 20,000 WTR Collection Paper Collection 17,322 15,695 15,000 10,000 5,000 2,092 0 2015 1,627 2014 000 000 31 Interim Management Report as of March 31, 2015 PAPER COLLECTION During the first three months of 2015, the Group continued developing the Paper Collection with the launch of new products and, in particular, the new Chapters Collection. Revenues generated by the Paper Collections increased by 33.9%, while net of the items not directly related to our core business, the increase in revenues was 34%. WTR COLLECTION With regard to the WTR collection, in the first three months of 2015 the Group expanded its range of myCloud bags and entered a new segment by launching two models of Device Bags designed to transport digital tools. In the first quarter of 2015, the revenues generated by the WTR Collections rose by 28.5% (28.6% net of the items not directly related to our core business), recording significant growth despite the fact that the first quarter of 2014 benefitted from the launch of the myCloud bags and Writing collections. Other income, equal to Euro 3,919 thousands as at March 31, 2015, includes mainly realized and unrealized foreign currency gains, resulting from fluctuations in exchange rates that impact on the Balance Sheet of the Group, mainly on the Commercial Working Capital, that as at March 31, 2015 amounts to EUR 3,908 thousand. This positive effect, which on one hand shows the volatility of the exchange rates of Euro against US dollar and the currencies anchored to it, on the other hand it is partially offset by the impact of the exchange rate included in the change in inventories of the goods purchased in foreign currency (among the cost of finished goods, raw materials and consumables), amounting to Euro 2,511 thousand, as well as the foreign currency losses, realized and unrealized, accounted in Other operating costs of Euro 766 thousand. Therefore the “net” positive effect of the fluctuations in exchange rates reflected in the income statement of the Group is equal to Euro 631 thousand. 32 Interim Management Report as of March 31, 2015 OPERATING RESULTS The following table provides a breakdown of the operational profitability indicators EBITDA and EBIT and their respective adjusted figures: In thousands of Euro and percentage of revenues Operating income (EBIT) + Depreciation, amortization and impairments EBITDA (*) + Total activities which are not directly related to the ordinary business Adjusted EBITDA as % of adjusted revenues Adjusted Operating income (EBIT) as % of adjusted revenues Period ended March 31, 2015 2014 3,753 1,126 4,879 381 5,260 22.7% 4,134 17.9% 2,327 894 3,221 293 3,514 20.3% 2,620 15.1% (*) The Group defines EBITDA as operating income (EBIT) before depreciation, amortization and impairment of non-current assets. EBITDA is not recognized as a measure of financial performance or liquidity under IFRS; therefore, it should not be considered an alternative measure for assessing the performance of Group operating income. Since the method for calculating EBITDA is not governed by reference accounting standards, the method applied by the Group may not be the same as that adopted by others and therefore may not be comparable. EBITDA grew 51.5%, from Euro 3,221 thousand in the first three months of 2014 to Euro 4,879 thousand in the first three months of 2015. Adjusted EBITDA came to Euro 5,260 thousand, equal to 22.7% of the adjusted revenues, up 49.7% from the same period last year and 2.4% in percentage points in terms of impact on the adjusted revenues compared to the first three months of 2014. As regards the percentage of adjusted EBITDA on adjusted revenues, analyzing the trend at constant exchange rates, it is in line with the same period last year. Net of the exchange rate effect, the growth in adjusted EBITDA is mainly attributable to the increase in revenues and to the strategic investment decisions made in 2014 to support the growth. Operating income (EBIT), affected by the above factors, as well as by the increase in depreciation and amortization in the first quarter of 2015, related to the investments made in order to increase the size of the organization and expand the direct channels, went from the Euro 2,327 thousand in the first three months of 2014 to Euro 3,753 thousand in the first three months of 2015. Excluding the costs not directly related to our core business, adjusted EBIT came to Euro 4,134 thousand in the first three months of 2015 (vs. Euro 2,620 thousand in the first three months of 2014). 33 Interim Management Report as of March 31, 2015 Below is a combined analysis of costs for finished products, raw materials and consumables and the costs for external processing for the three month period ended March 31, 2015 and 2014. This approach is used for a better understanding of the dynamics through which these costs accrue and their impact. In thousands of Euro and percentage of revenues Period ended March 31, 2015 % 2014 % Finished products, raw materials and consumables (6,616) (28.6%) (3,798) (21.9%) Total (6,886) (29.8%) (4,250) (24.5%) Processing costs (270) (1.2%) (452) (2.6%) Considering the trend of the two cost items together, they had a greater impact on revenues compared to the previous period (24.5% in 2014 and 29.8% in 2015). This impact is affected by the negative impact of exchange rates on sales costs, without which an improvement would have been recorded due to the positive effect on the channel mix resulting from the greater weight of the direct channels as well as the benefit resulting from the change in the distribution models in the wholesale channel mentioned above. 34 Interim Management Report as of March 31, 2015 NET INCOME The improvement in net income is mainly due to the growth factors highlighted above in the analysis on the operating results in addition to the positive financial impact of exchange rates. In addition, borrowing costs have dropped due to improvements in the contractual conditions related to the refinancing operations in 2014. 35 Interim Management Report as of March 31, 2015 ANALYSIS OF FINANCIAL POSITION NET WORKING CAPITAL The breakdown of the Group’s net working capital as of March 31, 2015, December 31, 2014, and March 31, 2014, is provided below: In thousands of Euro As of March 31, 2015 December 31, 2014 March 31, 2014 Inventories Trade receivables Trade payables 20,559 23,223 (19,300) 15,785 22,798 (17,754) 17,701 16,997 (14,995) Other items of Trade Working Capital (B) (3,312) (641) (1,315) Trade Working Capital (A) Other current assets Income tax payables Income tax receivables Other current liabilities Net Working Capital (A + B) 24,482 20,829 2,418 (819) (4,911) 1,798 2,081 (4,520) 21,170 20,188 19,703 994 1,024 (3,333) 18,388 The cyclical nature mentioned above should be taken into consideration to better understand the main changes in net working capital. Therefore, the remarks comparing the figures at March 31, 2015, and at the same date of 2014 are provided below. The impact of individual items on sales in the past 12 months should also be considered in an analysis of trade working capital trends as shown below. In thousands of Euro As of Sources and Uses of resources March 31, 2015 % March 31, 2014 % Sources Inventories Trade receivables Trade payables 20,559 23,223 (19,300) 17,701 16,997 (14,995) Trade Working Capital (A) Adjusted revenues LTM 24,482 104,473 19.7% 22.2% (18.5%) 23.4% 19,703 88,089 20.1% 19.3% (17.0%) 22.4% The slight increase (compared to March 31, 2014) of the percentages on adjusted revenues regarding the previous 12 months is basically due to the foreign exchange effect. Excluding this effect, this value is in line with the results for the same period last year. 36 Interim Management Report as of March 31, 2015 As regards the growth in absolute value of the net trade working capital, excluding the foreign exchange effects, it is for the most part attributable to the growth in business and the different sales schedule of the quarter compared to the same period in 2014. CAPITAL EXPENDITURES Capital expenditures on tangible assets for the three months ended March 31, 2015, in the amount of Euro 333 thousand, relate primarily to the investments in the retail channel and to support growth of the organization structure of the Group. Capital expenditures on intangible assets (excluding the item “Goodwill and trademarks”) for the three months ended March 31, 2015, in the amount of Euro 238 thousand, relate primarily to the implementations and developments of software programs as well as projects underway to change of the Group’s information system. With reference to the three months ended March 31, 2014, the capital expenditures on tangible assets, in the amount of Euro 423 thousand, relate primarily to the new installations of in-store exhibition structures, the setting up of new stores, the purchase of hardware and molds for the new WTR products, while the capital expenditures on intangible assets, in the amount of Euro 288 thousand, relate primarily to the data warehousing and business intelligence project which is currently underway. NET FINANCIAL INDEBTEDNESS The following table shows a breakdown of net financial indebtedness as of March 31, 2015 and December 31, 2014, calculated in accordance with CONSOB Regulation No. 6064293 of July 28, 2006, and the ESMA/2011/81 Recommendations: In thousands of Euro As of March 31 As of December 31 Net Financial indebtness 2015 2014 A B C Cash and cash equivalents Other cash equivalents Available-for-sales financial assets 18,109 6,000 - 17,353 6,000 - F G H Short term loans Long term loans (current portion) Othe current financial payables (4,856) (299) (4,856) (169) K Long term loans (non-current portion) L Issued bonds M Othe non-current financial payables (22,964) - (22,947) - D E I J Cash (A) + (B) + (C) Short term financial receivables Current financial position (F) + (G) + (H) Net current financial position (I) + (E) + (D) N Non-current financial position (K) + (L) + (M) O Net financial position (J) + (N) 24,109 - (5,155) 18,954 (22,964) (4,010) 23,353 - (5,025) 18,328 (22,947) (4,619) Net financial indebtedness, as of March 31, 2015, was down Euro 609 thousand compared to December 31, 2014. 37 Interim Management Report as of March 31, 2015 SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD The shareholders of the group holding company, at their meeting held on April 15, approved the separate financial statements of Moleskine S.p.A. as of December 31, 2014, and resolved to allocate the profit for the year, in the amount of Euro 17,970,946 as follows: n n n n Euro 360 as legal reserve; Euro 2,114,650 as unrealized exchange gains; Euro 7,000,00 as dividends; Euro 8,855,936 as retained earnings. The shareholders therefore approved the distribution of a gross dividend of Euro 0.033 per share for a total amount of Euro 7,000,000.00. The ex-dividend date was April 20, 2015, with record date on April 21, 2015 and the payable date on April 22, 2015. During this meeting, the shareholders also approved the authorization for the purchase and disposal of treasury shares, pursuant to Articles 2357 and 2357 ter of the Italian Civil Code and Article 132 of Legislative Decree 58/1998 and the related implementing provisions. The authorization for the purchase and disposal of treasury shares has the objective to provide the Company with a strategic investment opportunity to be used for purposes permitted by applicable laws and, including the purposes set out in the “market practices” permitted by CONSOB, pursuant to Article180.1 let. c), of the Consolidated Law on Finance by resolution no. 16839 of March 19, 2009 and in Regulation (EC) no. 2273/2003 of December 22, 2013, and therefore, also for share incentive plans. Authorization was granted for the purchase, in one or more tranches, of ordinary Moleskine shares with no par value specified, up to a maximum number no greater than the maximum limit permitted by applicable laws in force at the time of purchase, taking into consideration the ordinary Moleskine shares held in the portfolio at any given time by the Group holding company or its subsidiaries (this limit is set at one fifth of the share capital according to Article 2357(3) of the Italian Civil Code). The Board of Directors has been given mandate to identify the amount of shares to be purchased in relation to each of the above purposes prior to the start of each individual purchase program, and at a purchase price not exceeding the higher of the price of the last independent transaction and the current independent bid price in the trading venues where the purchase will be made. Notwithstanding the foregoing, the price paid may not exceed a price per unit of more than 15% below or more than 15% above the arithmetic average of official Moleskine share prices over the ten days preceding each purchase transaction. The Shareholders Meeting has furthermore authorized the Board of Directors, pursuant to and for the purposes of Article2357-ter of the Civil Code, that they may dispose, at any time, in whole or in part, in one or more tranches, of the treasury shares purchased pursuant to today’s resolution, or in any case in the Company’s portfolio, by selling them in or out the stock exchange, also by means of assignment of real and/or personal rights, including but not limited to, the loan of securities in compliance with the pro tempore laws and regulations in force and for the pursuit of the purposes pursuant to this resolution. The authorization for the purchase was granted for a period of 18 months from the date of the resolution. The authorization for disposal of treasury shares was granted without a time limit. Another significant event after the quarter was the cooperation agreement signed with Driade, a leading company and historical brand in the design industry, to develop a capsule collection of objects combining the aesthetic values of Moleskine and Driade’s excellence in design. Finally, please note that on April 28, 2015, the Holding Company Moleskine S.p.A., in order to optimize its financial position, has entered in a medium term loan agreement with Banca Nazionale del Lavoro for a total sum of Euro 20 million in order to support company’s strategies. 38 Interim Management Report as of March 31, 2015 BUSINESS OUTLOOK Based on the results achieved as of March 31, 2015, and on market trends currently under way, the forecasts for the full year 2015 remain valid and we expect to post revenues of between Euro 115 and 120 million and adjusted EBITDA of between Euro 37 and 38 million, at constant exchange rates. 39 Interim Management Report as of March 31, 2015 PRINCIPLES APPLIED IN PREPARING THE INTERIM REPORT The Group’s interim management report as of March 31, 2015, was prepared in accordance with Article 154ter, paragraph 5, of the Consolidated Law on Finance (“TUF”), introduced by Italian Legislative Decree no. 195/2007 in implementation of Directive 2004/109/EC. This interim management report was approved by the Moleskine S.p.A. Board of Directors on May 6, 2015, at which time the board also approved its publication. The Group’s interim management report as of March 31, 2015, has not been submitted for an independent audit. 40 Interim Management Report as of March 31, 2015 ACCOUNTING STANDARDS AND CONSOLIDATION PRINCIPLES The accounting standards followed in preparing the financial statements for the period ended March 31, 2015, include the International Accounting Standards (IAS), the International Financial Reporting Standards (IFRS), and related interpretations as issued by the IASB and endorsed by the European Union as of the reporting date of this document. The accounting standards and consolidation principles adopted for the purpose of preparing the interim management report as of March 31, 2015, are the same as those adopted for the consolidated financial statements as of December 31, 2014, which should be referred to for complete information, with the exception of: 1. income tax expense, which is recognized based on the best estimate of the weighted-average rate expected for the entire year; 2. the elements noted in the principles and amendments indicated below, which are applicable as of January 1, 2015, as they became compulsory following completion of the endorsement procedures by the competent authorities. These principles have been adopted solely for the financial statements as of March 31, 2015, and not applied in their entirety to the disclosures required under these principles. The preparation of this interim report requires that management make certain estimates and assumptions that have an impact on revenues and costs, assets and liabilities, and on the disclosures related to contingent assets and liabilities as of the date of this interim report. Although based on the best knowledge available to management, should these estimates and assumptions prove to differ in the future from the actual circumstances, they will be appropriately adjusted in the period in which such circumstances arise. 41 Interim Management Report as of March 31, 2015 Accounting standards, amendments and interpretations applied as of January 1, 2015 There are no new or revised principles of the International Accounting Standards Board (IASB) and interpretations of the International Financial Reporting Interpretations Committee (IFRIC), which must be applied beginning on January 1, 2014, and therefore they were already adopted in the financial statements as of December 31, 2014. Description Endorsed as of the date of Effective date stated in the standard this document IFRS 10, ‘Consolidated financial statements’ December 2012 Financial years beginning on or after January 1, 2014 December 2012 Financial years beginning on or after January 1, 2014 IFRS 11, ‘Joint arrangements’ IFRS 12, ‘Disclosures of interests in other entities’ Amendments to IFRS 10, 11 and 12 on transition guidance IAS 27 (revised 2011) ‘Separate financial statements’ IAS 28 (revised 2011) ‘Associates and joint ventures’ Amendment to IAS 32, ‘Financial instruments: Presentation’, on offsetting financial assets and financial liabilities December 2012 April 2013 December 2012 December 2012 December 2012 Financial years beginning on or after January 1, 2014 Financial years beginning on or after January 1, 2014 Financial years beginning on or after January 1, 2014 Financial years beginning on or after January 1, 2014 Financial years beginning on or after January 1, 2014 Amendments to IFRS 10, Consolidated financial statements’, IFRS 12 and IAS 27 for investment entities November 2013 Financial years beginning on or after January 1, 2014 Amendments to IAS 36, ‘Impairment of assets’ December 2013 Financial years beginning on or after January 1, 2014 June 2014 Financial years beginning on or after January 1, 2014 Amendment to IAS 39 ‘Financial instruments: Recognition and measurement’, on novation of derivatives and hedge accounting IFRIC 21 ‘Levies’’ December 2013 Financial years beginning on or after January 1, 2014 42 Interim Management Report as of March 31, 2015 New accounting standards, interpretations and amendments not yet applicable or not yet adopted by the Group The table below shows the international accounting standards, interpretations, amendments to existing accounting standards and interpretations, or specific provisions included in standards or interpretations of the IASB, with an indication of those which have and have not been adopted for use in Europe at the date of these financial statements: Description Endorsed as of the date of Effective date stated in the standard this document Annual Improvements to IFRSs 2012–2014 Cycle No Financial years beginning on or after January 1, 2016 No Financial years beginning on or after January 1, 2016 Amendment to IAS 16 ‘Property, plant and equipment’ and IAS 38 ‘Intangible assets’ Amendment to IFRS 11, ‘Joint arrangements’ on acquisition of an interest in a joint operation IFRS 14 ‘Regulatory deferral accounts’ Amendment to IAS 16, ‘Property, plant and equipment’, and IAS 41, ‘Agriculture’, regarding bearer plants Amendments to IAS 27, ‘Separate financial statements’ on the equity method Amendments to IAS 1: Disclosure Initiative Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities:Applying the Consolidation Exception No No No Financial years beginning on or after January 1, 2016 Financial years beginning on or after January 1, 2016 Financial years beginning on or after January 1, 2016 No Financial years beginning on or after January 1, 2016 No Financial years beginning on or after January 1, 2016 No Financial years beginning on or after January 1, 2016 Amendments to IFRS 10, ‘Consolidated financial No statements’ and IAS 28, ‘Investments in associates and joint ventures’ Financial years beginning on or after January 1, 2016 IFRS 15 ‘Revenue from contracts with customers’ Financial years beginning on or after January 1, 2017 IFRS 9 ‘Financial instruments’ No No Financial years beginning on or after January 1, 2018 The Group did not early adopt any accounting standards and/or interpretations whose application is obligatory for periods commencing subsequent to March 31, 2015. The Group is assessing the effects of the application of the new standards and amendments above, which are currently not considered to be material. 43 Interim Management Report as of March 31, 2015 RELATED-PARTY TRANSACTIONS As of March 31, 2015, there were no other transactions with related parties that were atypical in terms of their characteristics or significant in terms of their amount, other than those that are of a recurring nature. 44 Financial Statements 02 Interim Management Report as of March 31, 2015 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of March, 31 In thousands of Euro 2015 Property, plant and equipment Goodwill and trademarks Other intangible assets Other non-current assets Deferred tax assets 6,363 76,864 4,090 2,012 5,243 6,306 76,859 4,236 2,127 3,487 Total current assets 70,309 65,815 Total non current assets Inventories Trade receivables Income tax receivables Other current assets Cash and cash equivalents TOTAL ASSETS Share capital Other reserves Net income TOTAL NET EQUITY Non-current financial liabilities Other non-current liabilities Deferred tax liabilities Post-employment and other employee benefits Non-current provisions for risks and charges Total non current liabilities Trade payables Income tax payables Current financial liabilities Current provisions for risks and charges Other current liabilities Total current liabilities TOTAL LIABILITIES TOTAL LIABILITIES AND EQUITY of which with related parties As of December, 31 94,572 15,785 22,798 2,081 1,798 23,353 164,881 158,830 92,384 22,964 17,075 1,755 - 41,794 19,300 819 5,155 518 4,911 30,703 72,497 164,881 of which with related parties 93,015 20,559 23,223 2,418 24,109 2,122 87,468 2,794 2014 2,122 70,413 16,525 89,060 57 320 24 26 162 22,947 170 17,102 1,802 - 42,021 17,754 5,025 450 4,520 27,749 69,770 65 103 438 - 31 175 158,830 46 Interim Management Report as of March 31, 2015 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Period ended March 31, In thousands of Euro 2015 Revenues Other income Finished products, raw materials and consumables Service costs Personnel costs Other operating expenses Depreciation, amortization and impairments Operating profit 23,142 3,919 (6,616) (8,865) (4,977) (1,724) (1,126) Finance expense Finance income Profit before income tax (220) 637 Income tax expense Net profit (1,376) 2,794 (598) EARNINGS FOR SHARE Basic (euro) Diluted (euro) (*) 0.013 0.013 0.005 0.005 - 98 (27) 514 54 Other comprehensive income - items that may be reclassified subsequently to profit or loss: Fair value cash flow hedge derivatives Fair value cash flow hedge derivatives – tax effect Foreign exchange from the translation of fin stat in currencies other than Euro Total items that may be reclassified subsequently to profit or loss 3,753 4,170 of which with 2014 related parties (29) (722) (30) (13) 514 ‐ items that will not be reclassified to profit or loss: Actuarial gain/losses on post-employment and other employee benefits (62) Actuarial gain/losses on post-employment and other employee benefits-tax effect 20 17,351 40 (3,798) (6,250) (3,849) (273) (894) 2,327 (577) 14 1,764 of which with related parties (16) (895) (38) (10) 1,166 (17) 4 Total items that will not be reclassified to profit or loss (42) (1) Other comprehensive income 472 57 Total comprehensive income for the period 3,266 1,223 3 (*) There are no significant diluted effects and, therefore, diluted earnings per share coincides with basic earnings per share. 47 Interim Management Report as of March 31, 2015 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS In thousands of Euro Cash flow from operating activities before movements in working capital Cash flow from operating activities Cash flow used in investing activities Cash flow used in financing activities Change in cash and cash equivalents Cash and cash equivalents at the beginning of the year Exchange differences in cash and cash equivalents Cash and cash equivalents at the end of the period Three months ended March 31, 2015 2014 (*) 4,156 370 (571) (47) 3,989 1,137 (711) (4,624) (248) 23,353 1,004 24,109 (4,198) 5,750 (159) 1,393 (*) For a better comparability of data, the net cash flow of the period ended at 31/03/2014 has be reclassified highlighting the exchange rate differences in cash. 48 Interim Management Report as of March 31, 2015 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY In thousands of Euro Share capital Share premium reserve Translation Cash Flow Other Net profit Reserve Hedge reserves Reserve Total Equity As of December 31, 2014 2,122 90,406 338 89,060 Net income for the period Currency translation reserve Cash flow hedge reserve changes Actuarial gain on post−employment and other employee benefits Comprehensive income for the period Allocation of net income 2014 Incentives for management - (20,331) 16,525 2,794 515 515 (43) 57 57 90,406 853 In thousands of Euro Share capital Share premium reserve Translation Cash Flow Other Net profit Reserve Hedge reserves Reserve Total Equity As of December 31, 2012 2,120 90,406 (120) 71,544 As of March 31, 2014 (18) 2,120 90,406 71 2,794 3,266 - 2,122 (142) (3,792) 2,794 (16,525) (43) As of March 31, 2015 Net income for the period Currency translation reserve Cash flow hedge reserve changes Actuarial gain on post−employment and other employee benefits Comprehensive income for the period Allocation of net income 2013 Incentives for management - (43) 16,525 2,794 515 - (32,633) 11,913 1,166 (18) 71 3 (138) (71) (20,501) 1,166 3 11,913 216 1,166 (11,913) 92,383 1,166 (18) 71 3 1,222 216 72,982 49 Statement pursuant to article 154 (2)-bis of the TUF 03 Interim Management Report as of March 31, 2015 STATEMENT PURSUANT TO ARTICLE 154 (2)-BIS OF THE TUF In accordance with Article 154-bis, paragraph 2, of the Consolidated Law on Finance (“TUF”), the Executive Officer in charge of the financial reports hereby declares that the financial information provided herein corresponds to the underlying accounting entries and records. Alessandro Strati Executive Officer in charge of the financial reports 51
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