pdf - Moleskine ® Investor Relations
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pdf - Moleskine ® Investor Relations
Interim Management Report 30/09/2014 Interim Report as of 30 September 2014 CONTENTS Company information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Boards 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 at September 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Analysis of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 – Analysis by geographical area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 – Analysis by distribution channel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28 – Analysis by product line . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Analysis of operating performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Analysis of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Significant events after the reporting period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Business outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Principles applied in preparing the interim report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Accounting standards and consolidation principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Related-party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 FINANCIAL STATEMENTS Consolidated statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Condensed consolidated statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DECLARATION PURSUANT TO ARTICLE 154BIS(2) OF THE TUF 45 46 47 48 2 Interim Report as of 30 September 2014 COMPANY INFORMATION REGISTERED OFFICE OF THE GROUP HOLDING COMPANY Moleskine S.p.A. Viale Stelvio 66 20159 Milan (Italy) 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 web site www,moleskine,com 3 Interim Report as of 30 September 2014 BOARDS 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 Chairman Chief Executive Officer Director Director Director Independent Director Independent Director Director Remuneration Committee Daniela Della Rosa Fabio Brunelli Marco Ariello Chairman Control and Risks Committee Board of Statutory Auditors Independent auditors Financial Reporting Manager Fabio Brunelli Daniela Della Rosa Marco Ariello Chairman Paola Maiorana Rocco Santoro Roberto Spada Sabrina Pugliese Cristiano Proserpio Chairman Statutory Auditor Statutory Auditor Alternate Auditor Alternate Auditor Alessandro Strati PricewaterhouseCoopers SpA 4 Interim Report as of 30 September 2014 GROUP STRUCTURE The Group includes the parent 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 Asia Ltd (“Moleskine Asia”), a wholly owned direct subsidiary headquartered in Hong Kong (Suite 3202A, 32/F, The Centrium); Moleskine Trade and Commerce Shanghai Co. Ltd (“Moleskine Shanghai”), headquartered in Shanghai (500 Xiangyang Road South, Suite 1406, Xuhui District); Moleskine Singapore Pte Ltd (“Moleskine Singapore”), headquartered in Singapore (6001 Beach Road HEX 13-04 Golden Mile Tower); and, since September 18, 2014, Moleskine Japan K.K. (“Moleskine Japan”), headquartered in Tokyo (5-4-35-1301 Minami Aoyama, Minato-ku), the latter three of which are wholly owned by Moleskine Asia. Companies also included within the Group are Moleskine France Sarl ("Moleskine France"), headquartered in Paris (81, Boulevard Suchet), 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 parent 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 France 100% Moleskine Germany 100% Moleskine UK 100% Moleskine Shanghai 100% Moleskine Asia 100% Moleskine Singapore 100% Moleskine Japan 100% 5 Interim Report as of 30 September 2014 GROUP ORGANIZATION CHART The Group organization chart as of September 30, 2014, is shown below. As of October 15, 2014, the organization of the Group has changed to support plans for growth. For more information, see the section “Significant events after the reporting period” below. CEO Internal Audit Manager Executive Sales & Marketing Director Executive Brand Equity Director Executive Publishing & New Business Development Director CFO Executive Product Development & Operations Director Digital Director HR Director 6 Interim Report as of 30 September 2014 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 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 01 Interim Report as of 30 September 2014 GROUP OPERATIONS INTRODUCTION With reference to the nine months ended September 30, 2014, the figures given in this report, together with the associated remarks, are meant to give an overview of the 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, portfolios, agendas, bags, writing tools and reading accessories dedicated to the mobile individual, products that embody personal flair and sophistication in both the real and the digital worlds. Moleskine sells three lines of products and services: i) paper collections (“Paper Collections”), such as notebooks, agendas, other home-office products, and gifts; ii) writing, travelling and reading collections (“WTR Collections”), such as pens and pencils, bags, eyewear, and reading lights; and iii)digital products and services (“Digital”), such as templates, online tools and applications for smartphones and tablets, a virtual Artist Marketplace, and our line of Evernote Smart Notebooks, as well as the creation of a print-on-demand service through a partnership with Milk Books for the creation of photo books and photo albums. The Group distributes its products to 105 countries: i) indirectly through a network of 73 distributors (i.e. the wholesale channel), which serve bookshops, department stores, stationers, museums and other specialty stores (i.e. the retailers); and ii) a) through a mixed direct and indirect model for the custom editions designed for our business customers (i.e. the B2B channel); b) through our e-commerce site; and c) through a retail network of 30 single-brand stores (12 in China, 1 in Singapore, 7 in Italy, 4 in the U.K., 2 in France, 1 in Germany and 3 in the U.S.). 9 Interim Report as of 30 September 2014 ACTIVITIES CARRIED OUT BY THE GROUP TO INCREASE BRAND RECOGNITION During 2014, activities aimed at supporting brand recognition have continued along the main lines pursued in 2013: - Limited editions and special cult editions. Of particular note was the launch of the limited edition The Simpsons backed by marketing efforts aimed at reaching new segments of our target market, namely fans of this famous Fox television series, and at making full use of the potential of viral marketing. Marketing support for new product launches also included campaigns for the B2B editions: Andy Warhol, Hermitage, Museum Cinelli, Corso Como 10. Other special editions include a notebook by the Brazilian street artist Speto for @instagrafite, Instagram’s extraordinary gallery of street art. This notebook was presented for the first time at SXSW, America’s leading music and film festival, with interactive conferences held in Austin, Texas, and is being used by students at RUA, a street art training program in Sao Paulo, Brazil. Moleskine’s Instagrafite Custom Edition is available exclusively through the Moleskine Shop. A sostegno del posizionamento culturale della marca, prosegue la comunicazione di supporto per la divisione Moleskine Publishing, con due nuove uscite: la monografia sul grande illustratore John Alcorn e la raccolta di campagne per il non profit di Good50x70. John Alcorn, Evolution by design - Events. One of the most significant initiatives was the development of the partnerships with Fabrica (the think tank of the Benetton Group), with the Italian Environmental Fund (FAI), with Politecnico di Milano, and with a number of other partners for Fuorisalone in Milan. In 2014, a new format of in-store event was also successfully tested in collaboration with an international community of artists through Urban Sketchers, the leading network that brings together tens of thousands of designers, illustrators and architects around the world, who love to meet in and around town and online to share the work they do. The format consists in open-air sketch sessions connected with one of the brand’s original themes, that of the notebook as the “original mobile device”. The artists’ performances are open to the public, and audience members can sign up to play an active part. The work that results from the performance is then put on display in-store for the weeks that follow and disseminated via media relations and the web/social channels. 10 Interim Report as of 30 September 2014 The media relations efforts of the communication agencies have also continued in order to tell the Moleskine business story and the other great brand stories (e.g. the future of writing, the interaction of analog and digital in creative professions, and the objects of the “analog cloud” that define our personality). Maria Sebregondi, Executive Brand Equity Director for the Moleskine Group, spoke of these initiatives at the Future Concept Lab in Sao Paulo, Brazil. Other important events included an itinerant exhibition of the works of Project Detour, which was held in Moleskine’s four London stores (in Covent Garden, Old Street, Harrods, and Canary Wharf) in conjunction with one of the world’s most important design festivals. A prominent feature of the festival’s guidebook, the exhibit brings traffic to the brand’s stores and increases their visibility. Detour is a rich archive of over 250 notebooks of some of the last century’s greatest architects, photographers, writers, directors, designers and thinkers. City Stories instore event Moleskine Detour al London Design Festival 11 Interim Report as of 30 September 2014 - New product launches: Art Plus, Soft Cover journals, myCloud Bag Series, Evernote Business Notebook, White Pens, the Journal app for Android, the Voyager notebook, and Livescribe. During the first nine months of 2014, several new collections were launched for the public, including Art Plus, the Soft Cover, Voyager and Livescribe journals, the myCloud bag series (in an extended range of colors), White Pens, and the new colored pens in our Writing collection. All of the marketing for these product launches (which targeted creative professionals, and visual artists – designers, architects, graphic designers, etc. – in particular) underscores the brand’s cultural positioning and its ties to our past heritage, but with a modern feel, in order to build a bridge between the avant-garde of the past and today’s creative professions. Art Plus Collection 12 Interim Report as of 30 September 2014 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 our 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 176 installations worldwide as of September 30, 2014 (vs. 163 installations as of June 30, 2014). New installations include Ateliers at WHSmith Doha Ezdan Mall, Qatar; at Exclusive Book in Hydepark Johannesburg and Sandton City, South Africa; at Lume Relox, Mexico; at two Staples flagship stores in the U.S.; at the Gramedia bookstore in Bali, Indonesia; and 5 light ateliers in Ark bookstores in Norway. Our presence has also been expanded with various other retailers, such as Feltrinelli and Mondadori in Italy and Indigo in the U.S., and with the installation of new Atelier display areas at various points of sale of the FNAC chain in France, at the Times NewsLink bookstore in the Singapore airport, and at Mag Nation Emporium in Melbourne. Moleskine Store to Montparnasse – Paris 13 Interim Report as of 30 September 2014 During the first nine months of 2014, activities aimed at supporting a pillar of our growth strategy, i.e. the opening of direct, single-brand stores, included 11 new stores: 1 in Italy inside Terminal 1 of the Malpensa airport; 3 in London (Covent Garden, Canary Wharf and the temporary store at the Old Street tube station); 2 in Paris at the St. Lazare and Montparnasse train stations; 1 freestanding store in Berlin; 3 in China (2 in Beijing, at the Oriental Plaza and at the La Fayette Galerie, and 1 in Naijing at the Golden Eagle Mall) , and one in Singapore, at Ion Orchard Mall. During the first nine months of 2014, 11 stores were closed, Paris Aéroville, Turin Porta Nuova, Milan Malpensa (satellites A and B), and 6 temporary stores, i.e. Bloomingdale’s in Chicago and New York, Roma Fiumicino, Verona Porta Nuova, the freestanding store in Paris in the Le Marais district, Heathrow airport in Terminal 1, and the shop-in-shop at Coin in Florence. Moleskine Store to Ion Orchard mall - Singapore 14 Interim Report as of 30 September 2014 EXPANSION OF THE PRODUCT LINE In 2014, the Group has continued efforts to expand our product portfolio in order to meet the increasing needs of Moleskine customers. With regard to the WTR collections, product launches included the myCloud bag series, a new line of classic bags to complete the offering for a complementary target to the classic bags in order to meet the needs of Moleskine customers looking for highly functional bags with that iconic Moleskine design and with a touch of color on the inside. These new myCloud bags embody the myAnalogCloud concept for a set of objects that the contemporary nomad – Moleskine’s primary target – chooses to carry every day and which is right at home in these bags. In the second quarter of 2014, the series appeared in Moleskine stores and, at the same time, was distributed through the wholesale channel to the Moleskine distributors and retailers served by way of this channel. In the wholesale channel, the addition of this line of bags was accompanied in the points of sale most representative of the new Moleskine Ateliers. In the third quarter of 2014, the line of myCloud bags was expanded with a new color across all four models, as well as with a line of accessories for digital devices in the market’s two key sizes (10 and 13 inches) in the colors khaki and Payne’s grey. myCloud Bag Series - new Moss Green colour myCloud Cases 15 Interim Report as of 30 September 2014 In the third quarter of 2014, the range of Moleskine writing utensils offered around the world was extended with the new white classic pencil and pen, which join the classic black pen. Four new colors have been added to the line of classic click/ball-point pens. This new color palette is part of a broader direction that Moleskine is taking in terms of color aimed at better meeting the needs of our target markets and the strong desire for more color to enhance the day-to-day activities of the contemporary nomad. Classic click ball pens - new colours The line of Travelling Accessories has also been expanded with the addition of khaki shoulder bags and three new articles in our line of wallets: Card, Passport and vertical. myCloud Accessories Collection In the Paper categories, work continues on expansion of available colors on the back of the success of the five colors launched in 2013 in the Hard Cover Classic Notebook family, with three new colors being available since the start of 2014 for soft cover notebooks: underwater blue, orchid purple, and khaki beige. The flexibility of the soft cover is complemented by a new layout that is ideal for artists and designers, i.e. a dotted grid that facilitates page creation (ruled or squared) or the inclusion of sketches, symmetrical graphics and more. 16 Interim Report as of 30 September 2014 In the third quarter of 2014, we launched Voyageur, the new travel journal for the digital age. Voyageur is the perfect companion throughout one’s travels, from collecting ideas before the trip to the actual travelling from one place to another and looking back on the best memories, in both physical and digital form, which can even be shared with others. As such, Voyageur has been designed to provide a toolkit to extend its utility (msk2, downloadable templates, photo books), as well as connections and interrelationships (maps) and other fun elements (B-Side I’m Here) to encourage a constant connection between travellers and their journals. Voyageur - Travel Notebook for Digital Age Voyageur - Travel Notebook for Digital Age Pose with the back of the voyageur paperband and post your selfie on moleskine,com 17 Interim Report as of 30 September 2014 In the third quarter of 2014, Lego is again a featured part of the Moleskine Limited Editions with four new interpretations that unite the creativity of these iconic building blocks to the high-energy colors of Moleskine covers. LEGO Limited Edition Notebooks The Hobbit, a continuing presence in the world of film, is also back with an excellent new canvas cover and new, inspiring contributions in design in the internal add-ons. The elegant Box is an original gift idea that completes the ideal combination of articles for the holiday season. The Hobbit - Clothbound Limited Edition Notebook The Hobbit - Clothbound Limited Edition Notebook 18 Interim Report as of 30 September 2014 The union of pen and notebook has finally been achieved in a box set that combines these two elements of the Moleskine experience as a sort of celebration of the "perfect match" of a pen created specifically for clipping onto its notebook, available in both pocket and large versions. Livescribe Notebook by Moleskine In terms of digital products and services, Moleskine also has a notebook created for use with the Livescribe smartpens and the Livescribe+ app, which extends our range of products spanning the analog/digital continuum. The special pattern of microdots of the Livescribe notebook makes it possible to convert handwritten notes into digital form at surprising levels of speed and accuracy and with an extraordinary user experience. Text, sketches and notes go from the page to the screen in real time and remain both editable, with the help of handwriting recognition technology, and shareable. Tagging can be used to organize notes written on paper and stored in the app so that they are easier to find later on. Off-white paper, rounded corners, place marker, and elastic closure complement the pattern stamped into the cover, which reflects the design of the Livescribe 3 smartpen. Once again, the Moleskine notebook and its unmistakable, classic detailing makes for an innovative, creative environment. 19 Interim Report as of 30 September 2014 PERFORMANCE OF THE GROUP AS AT SEPTEMBER 30, 2014 The following tables show i) the condensed consolidated statement of comprehensive income as at September 30, 2014, compared to the same period of the previous year, ii) the sources and uses of funds statement as of September 30, 2014, compared to December 31, 2013, and iii) capital expenditures for the nine months of 2014, compared to the same figures as at September 30, 2013. It should also be noted that, for the sake of clarity, the following reclassifications have been made: 1. currency gains and losses, which were previously recognized as an adjustment to revenue (net gains/ (losses) on sales transactions) and expenses for the purchase of finished products, raw materials and consumables (net gains/(losses) on sales transactions), have now been reclassified as other operating income and other operating expenses; 2. costs for employee insurance, which were previously recognized among service costs, are now included under employee benefit expense. These reclassifications have also been applied to the financial statements for the corresponding period of the previous year for the sake of comparability. In addition to the conventional financial statements and indicators required under the IFRSs, this document also presents certain 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 to be replacements for the conventional ones required by the IFRSs. It should also be noted that, although the Group business does not undergo significant seasonal or cyclical changes in overall annual sales, it is influenced by a different distribution of business performance for the direct (e-commerce and retail) channels over the course of the year, as this area tends to be concentrated in the later part of the year. For this reason, an analysis of financial standing and performance for the first half of the year should not be considered a fully proportionate share of the entire year. 20 Interim Report as of 30 September 2014 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME In thousands of Euro and percentage of revenues Revenues EBITDA (1) Operating income Net profit Adjusted revenues (2) Adjusted EBITDA (3) Adjusted operating profit (3) Adjusted net profit (3) Period ended September 30, Change 2014 % 2013 % 2014 Vs 2013 % 65,122 18,864 16,095 10,025 65,023 20,810 18,041 11,379 100.0% 29.0% 24.7% 15.4% 100.0% 32.0% 27.7% 17.5% 61,661 16,002 14,472 7,633 61,522 24,266 22,736 14,201 100.0% 26.0% 23.5% 12.4% 100.0% 39.4% 37.0% 23.1% 3,461 2,862 1,623 2,392 3,501 (3,456 ) (4,695 ) (2,822 ) 5.6% 17.9% 11.2% 31.3% 5.7% (14.2%) (20.7%) (19.9%) (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 statement of comprehensive income 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. *** SOURCES AND USES OF FUNDS STATEMENT In thousands of Euro As of September 30, 2014 December 31, 2013 Net working capital Non-current assets Non-current liabilities, net deferred taxes and current provisions for risks and charges Net invested capital 23,198 87,525 (14,603 ) 96,120 16,143 86,495 (15,037) Net financial indebtedness Net Equity 13,809 82,311 16,057 71,544 Total sources of financing 96,120 87,601 87,601 21 Interim Report as of 30 September 2014 OTHER INFORMATION In thousands of Euro Capital expenditures As of (4) September 30, 2014 September 30, 2013 3,185 4,109 (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 and non-recurring transactions, 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 non-recurring transactions and other events which are not directly related to our core business. The Group has calculated adjusted revenues as follows: In thousands of Euro Period ended September 30, 2014 2013 Revenues 65,122 61,661 Revenues from display Other operating income (128) 29 (232) 93 Adjusted revenues 65,023 61,522 Adjusted EBITDA, i.e. earnings before interest, taxes, depreciation, amortization and impairment, includes non-recurring and extraordinary items, such as: 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 non related to ordinary operations (e.g. costs related to recalls, costs for adaptations to applicable national 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.). 22 Interim Report as of 30 September 2014 The Group has calculated adjusted EBITDA as follows: In thousands of Euro Period ended September 30, 2014 2013 EBITDA 18,864 16,002 Costs related to the IPO process Management incentive plan (5) Costs of renegotiation of the Facility Agreement 237 - 4,193 2,467 300 Total costs which are not directly related to the ordinary business (B) 1,709 1,304 Total non-recurring transactions (A) Change in the business model (6) Ancillary costs related to the IPO process (7) Other consulting fees (7) Other costs Stability bonuses and early retirement incentives for employees (6) 237 1,346 183 3 43 134 6,960 861 258 185 - Total non-recurring transactions and activities which are not directly related to the ordinary business (A+B) 1,946 8,264 Adjusted EBITDA 20,810 24,266 (5) Included among employee benefit expense (6) Included among costs for finished products, raw materials and consumables; Service costs, and Other operating expenses. (7) Included among service costs The Group has calculated adjusted EBIT as follows: In thousands of Euro Period ended September 30, 2014 2013 Operating profit (EBIT) 16,095 14,472 Total non-recurring transactions and activities which are not directly related to the ordinary business (8) 1,946 8,264 Adjusted EBIT 18,041 22,736 (8) See the reconciliation of adjusted EBITDA. 23 Interim Report as of 30 September 2014 The Group has calculated adjusted net income as follows: In thousands of Euro Period ended September 30, 2014 2013 Net income 10,025 7,633 Total non-recurring transactions and activities which are not directly related to the ordinary business Income tax effect 1,946 9,370 11,379 14,201 Adjusted Net profit (9) (592) (2,802) (9) 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. 24 Interim Report as of 30 September 2014 ANALYSIS OF REVENUES Revenues increased by Euro 3,461 thousand, or 5.6%, from Euro 61,661 thousand for the first nine months of 2013 to Euro 65,122 thousand for the same period of 2014. Adjusted revenues went from Euro 61,522 thousand for the first nine months of 2013 to Euro 65,023 thousand for the same period of 2014 for an increase of 5.7%. This solid sales performance may be attributed to an increase in the average per-unit price of our products, which was driven both by the increasing importance of the retail and e-commerce channels relative to indirect distribution and by a favorable product mix due to an increase in categories with higher product prices. Also having a positive impact on sales was the change in the American business model with the implementation of mixed, direct and indirect, distribution. ANALYSIS OF GEOGRAPHICAL AREA The following tables show the breakdown by geographical area of revenues and adjusted revenues for the nine months ended September 30, 2014 and 2013: ADJUSTED REVENUES BY GEOGRAPHICAL AREA AMERICAS 37.2% EMEA 50.5% APAC 12.3% In thousands of Euro 32,860 +9.1% +3.5% 7,988 +4.8% 25 Interim Report as of 30 September 2014 In thousands of Euro Period ended September 30, Change Revenues by geographical area 2014 % 2013 % 2014 Vs 2013 % EMEA (Europe, Middle East, Africa) Americas (USA, Canada, Latin America) APAC (Asia Pacific) 32,942 24,175 8,005 50.6% 37.1% 12.3% 32,395 21,563 7,703 52.5% 35.0% 12.5% 547 2,612 302 1.7% 12.1% 3.9% Revenues 65,122 In thousands of Euro 100.0% 61,661 100.0% 3,461 Period ended September 30, 5.6% Change Adjusted revenues by geographical area 2014 % 2013 % 2014 vs 2013 % EMEA (Europe, Middle East, Africa) 32,860 50,5% 31,743 51.6% 1,117 3.5% Adjusted Revenues 65,023 100.0% 61,522 100.0% 3,501 5.7% Americas (USA, Canada, Latin America) APAC (Asia Pacific) 24,175 7,988 37.2% 12.3% 22,154 7,625 36.0% 12.4% 2,021 363 9.1% 4.8% For the first nine months of 2014, the EMEA area generated Euro 32,943 thousand in revenues, posting a slight increase (+1.7%) compared to those of the same period of the previous year (Euro 32,395 thousand). Growth in adjusted revenues for the EMEA area, however, was greater at 3.5%. The Americas posted an increase in revenues of Euro 2,612 thousand (+12.1%) and in adjusted revenues of Euro 2,021 thousand (+9.1%) compared to the same period of the previous year. At constant exchange rates, rather than at current rates, this increase would rise to 12.3%. Finally, the APAC area posted an increase in revenues and adjusted revenues of Euro 302 thousand (+3.9%) and Euro 363 thousand (+4.8%), respectively. This growth was driven by the change in distributor in Japan. 26 Interim Report as of 30 September 2014 The following is a breakdown of adjusted revenues at current and constant exchange rates by geographical area. AMERICAS +9.1% +12.3% EMEA APAC +3.5% +4.8% +2.9% +7.9% CURRENT EXCHANGE RATE CONSTANT EXCHANGE RATE +5.7% +6.9% 27 Interim Report as of 30 September 2014 ANALYSIS OF DISTRIBUTION CHANNEL The following tables show the breakdown by distribution channel of revenues and adjusted revenues for the nine months ended September 30, 2014 and 2013. It should be noted that adjusted wholesale revenues for the first nine months of 2013 have been reduced by Euro 296 thousand and adjusted B2B revenues increased by the same amount because a customer, which was previously included under the wholesale channel, has been more appropriately categorized within the B2B channel. In thousands of Euro Period ended September 30, Change Revenues by distribution channel 2014 % 2013 % 2014 Vs 2013 % Wholesale B2B e-Commerce Retail 48,190 9,649 2,481 4,802 74.0% 14.8% 3.8% 7.4% 48,348 8,505 2,303 2,505 78.4% 13.8% 3.7% 4.1% (158) 1,144 178 2,297 (0.3%) 13.4% 7.7% 91.7% Revenues 65,122 100.0% 61,661 100.0% 3,461 5.6% ADJUSTED REVENUES BY DISTRIBUTION CHANNEL Wholesale B2B Retail e-Commerce 80.000 65,023 61,522 48,075 60.000 48,110 40.000 20.000 9,650 8,716 2,496 4,802 0 2014 2,497 2,199 2013 000 28 ADJUSTED REVENUES BY PRODUCT LINE Interim Report as of 30 September 2014 In thousands of Euro Period ended September 30, Change Adjusted Revenues by distribution channel 2014 % 2013 % 2014 Vs 2013 % Wholesale B2B e-Commerce Retail 48,075 9,650 2,496 4,802 73.9% 14.8% 3.8% 7.4% 48,110 8,716 2,199 2,497 78.2% 14.2% 3.6% 4.1% (35) 934 297 2,305 (0.1%) 10.7% 13.5% 92.3% Adjusted Revenues 65,023 100.0% 61,522 100.0% 3,501 5.7% WHOLESALE Both revenues and adjusted revenues for the wholesale channel remained essentially stable for the first nine months of 2014 as compared to the same period of the previous year, declining by just 0.3% and 0.1%, respectively. At constant exchange rates, adjusted revenues for the wholesale channel increased by 1%. B2B Revenues through the B2B channel increased by Euro 1,144 thousand, going from Euro 8,505 thousand for the first nine months of 2013 to Euro 9,649 thousand for the same period of 2014 (+13.4%), while adjusted revenues for the B2B channel increased somewhat slower (+10.7%). This growth was driven by the “indirect” B2B model, which is based on commercial partnerships with trade agencies that make it possible to meet a broader demand for custom editions internationally. E-COMMERCE Revenues through the e-commerce channel went from Euro 2,303 thousand for the first nine months of 2013 to Euro 2,481 thousand for the same period of 2014 for an increase of 7.7%, which is slightly slower than the increase seen in adjusted revenues (+13.5%). The trend in sales for the e-commerce channel also benefitted from the recognition of revenues at the e-commerce retail price. RETAIL In the retail channel for the first nine months of 2014, the Group continued implementing the strategy of opening directly operated stores (DOSs), through which articles from all Moleskine product categories are distributed directly to the consumer. These new points of sale follow the Group strategy of guaranteeing consumers a broad and rich product mix, while promoting brand and product awareness to benefit the entire distribution network. Revenues generated through the retail channel during the first nine months of 2014 came to Euro 4,802 thousand, up Euro 2,297 thousand compared to the same period of 2013 (+91.7%). This increase in sales volumes was the result of the strategy of opening new shops, which has continued in 2014 with the opening of eleven new shops. 29 65,023 61,522 48,075 60.000 48,110 Interim Report as of 30 September 2014 40.000 20.000 9,650 8,716 2,496 0 ANALYSIS OF PRODUCT LINE 2014 4,802 2,497 2,199 2013 000 The following tables show the breakdown of revenues and adjusted revenues by product line for the nine months of 2014 and 2013. It should be noted that adjusted revenues for the Paper collection for the first nine months of the previous year have been increased by Euro 24 thousand due to a change in the classification of revenues from Publishing products, which has led to a reduction in revenues for the WTR collection by the same amount. ADJUSTED REVENUES BY PRODUCT LINE WTR Collezioni Paper Collezioni 80.000 65,023 61,522 59,774 60.000 57,569 40.000 20.000 5,249 0 3,953 2014 2013 In thousands of Euro Period ended September 30, 000 Change 000 Revenues by product line 2014 % 2013 % 2014 Vs 2013 % Paper collection WTR collection 59,873 5,249 91.9% 8.1% 57,721 3,940 93.6% 6.4% 2,152 1,309 3.7% 33.2% Revenues 65,122 100.0% 61,661 100.0% 3,461 5.6% 30 Interim Report as of 30 September 2014 In thousands of Euro Period ended September 30, Change Adjusted Revenues by product line 2014 % 2013 % 2014 Vs 2013 % Paper collection WTR collection 59,774 5,249 91.9% 8.1% 57,569 3,953 93.6% 6.4% 2,205 1,296 3.8% 32.8% Adjusted Revenues 65,023 100.0% 61,522 100.0% 3,501 5.7% PAPER COLLECTION During 2014, the Group has continued developing the Paper Collection with the launch of new products and, in particular, by expanding the offering of colors for our Soft Covers, launching the Art Plus concept, and adding the Business Notebook to our Evernote Smartbooks. Revenues generated by Paper Collections increased by 3.7%. WTR COLLECTION With regard to the WTR Collection of products, in 2014, the Group has launched the myCloud bag series and expanded the line with the new classic white pencils and pens. Revenues generated by the WTR Collection increased by 33.2% (or by 32.8% in terms of adjusted revenues), resulting in an increase in its relative weight in overall sales revenues thanks, above all, to the strong performance posted in the writing and cases segments, while also being driven by the direct channel, where WTR sales are of relatively greater importance than in the indirect channel. 31 Interim Report as of 30 September 2014 ANALYSIS OF OPERATING PERFORMANCE The following table provides a breakdown of the operational profitability indicators EBITDA and EBIT and their respective adjusted figures: In thousands of Euro Operating profit (EBIT) + Depreciation, amortization and impairments EBITDA (*) + Total non-recurring transactions and activities which are not directly related to the ordinary business Adjusted EBITDA As % of Adjusted revenues Adjusted Operating profit (EBIT) As % of Adjusted revenues Period ended September 30, 2014 2013 16,095 2,769 18,864 1,946 14,472 1,530 16,002 8,264 20,810 32.0% 18,041 27.7% 24,266 39.4% 22,736 37.0% (*) The Group defines EBITDA as EBIT gross of 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. It should also be noted that, in application of CONSOB Resolution no. 15519 of July 27, 2006, when income items deriving from non-recurring events or transactions are significant, they must be shown separately in management remarks and in financial reporting. EBITDA has grown by 17.8%, going from Euro 16.002 thousand for the first nine months of 2013 to Euro 18,864 thousand for the same period of 2014. It should be specified that EBITDA for the first nine months of 2013 included the negative impact of non-recurring charges related to the company’s IPO on the Italian screen-based market, Mercato Telematico Azionario (MTA), on April 3, 2013. For the first nine months of 2014, adjusted EBITDA settled at Euro 20,810 thousand, or 32% of adjusted revenues, a decline of around seven percentage points compared to the same period of the previous year. This trend in adjusted EBITDA is mainly due to the following factors: i) the now full effect of overhead costs to support the Group’s growth, to develop new channels (and the retail channel in particular), and to expand into new territories; ii) the dilution, in percentage terms, of margins from the wholesale channel as a consequence of the change in the American and German business models with the implementation of mixed (direct and indirect) distribution. Operating income (EBIT) was also affected by these factors, as well as by the increase in depreciation and amortization in the first nine months of 2014 as compared to 2013 and related to the investments made in order to increase the size of the organization and expand the direct channels. As a result, it went from the Euro 14,472 thousand of the first nine months of 2013 to Euro 16,095 thousand for the same period of 2014. Net of non-recurring and other costs not directly related to our core business, adjusted EBIT came to Euro 18,041 thousand for the first nine months of 2014 (Euro 22,736 thousand for the first nine months of 2013). 32 Interim Report as of 30 September 2014 The following is a combined analysis of costs for finished products, raw materials and consumables and of costs for external processing for the first nine months of both 2013 and 2014. As can be seen in the table below, the impact of these costs as a percentage of revenues has increased from 22.7% in 2013 to 25.1% in 2014, due mainly to unfavorable changes in the euro-dollar exchange rate. In thousands of Euro and percentage of revenues Finished products, raw materials and consumables Processing costs Total Period ended September 30, Change 2014 % 2013 % 2014 Vs 2013 % (15,250) 23.4% (13,036) 21,1% (2,214) 17.0% (16,323) 25.1% (14,026) 22.7% (2,297) 16.4% (1,073) 1.6% (990) 1.6% (83) 8.4% 33 Interim Report as of 30 September 2014 ANALYSIS OF FINANCIAL POSITION NET WORKING CAPITAL A breakdown of the Group’s net working capital as of September 30, 2014, December 31, 2013, and September 30, 2013, is provided below: In thousands of Euro September 30,2014 December 31, 2013 September 30,2013 Inventories Trade receivables Trade payables Trade Working Capital (A) 18,121 25,775 (16,481) 27,415 15,590 18,207 (15,845) 17,952 16,504 19,908 (12,969) Other current assets Income tax payables Income tax receivables Other current liabilities Other items of Trade Working Capital (B) 1,798 (2,171) (3,844) (4,217) 921 1,276 (4,006) (1,809) 1,390 (4,847) (3,395) Net Working Capital (A+B) 23,198 16,143 16,591 23,443 (6,852) The cyclical nature mentioned above should be taken into consideration to better understand the main changes in net working capital. Therefore, the remarks below comparing the figures at September 30, 2014, and at the same date of 2013 take account of the relative weights of the individual aggregates as a percentage of sales over the last 12 months, as follows: In thousands of Euro As of September 30, 2014 % 2013 % Inventories Trade receivables Trade payables 18,121 25,775 (16,481) 20% 28% (18%) 16,504 19,908 (12,969) 20% 24% (16%) Trade Working Capital (A) 27,415 30% 23,443 28% As shown in the tables above, we see that: i) inventories as at September 30, 2014, increased in relation to both December 31, 2013 (up Euro 2,531 thousand, or 16.2%) and September 30, 2013 (up Euro 1,617 thousand, or 9.7%). The increase compared to the end of the prior year has been driven by the growth in business volumes for the Group, as well as by the seasonal nature of inventories, which feature an assortment of new products. The change compared to September 30, 2013, is in line with the growth in business volumes, with inventories as a percentage of sales for the previous twelve months coming to 20% both in 2014 and in 2013; 34 Interim Report as of 30 September 2014 ii)trade receivables increased by Euro 5,867 thousand (+29.4%) compared to September 30, 2013, and by Euro 7,568 thousand (+41.5%) compared to December 31, 2013. In addition to being influenced by the favorable trend in sales, trade receivables at September 30, 2014, reflect the change in distribution models in both Germany and Japan; iii)trade payables as at September 30, 2014, increased in relation to both December 31, 2013 (up Euro 636 thousand, or 4%) and September 30, 2013 (up Euro 3,512 thousand, or 27.1%). This increase was due to the greater sales volumes and consequent increase in the purchase of goods and in inventories CAPITAL EXPENDITURES Capital expenditures for the first nine months of 2014, in the amount of Euro 2,363 thousand, relate primarily to new installations of in-store exhibition structures, the setting up of new stores, the purchase of hardware, and the molds for the new WTR products. Investments in intangible assets in 2014, in the amount of Euro 822 thousand, refer mainly to the data warehousing and business intelligence project, which is currently under way. For the first nine months of 2013, capital expenditures, totaling Euro 1,990 thousand, referred mainly to the installation of new in-store display structures, office furnishings and other improvements, and molds for the new WTR products, while investments in intangible assets, in the amount of Euro 2,056 thousand, mainly referred to the development of IT platforms for the integrated management of inventories and retail stores. 35 Interim Report as of 30 September 2014 NET FINANCIAL INDEBTEDNESS The following table shows a breakdown of net financial indebtedness as of September 30, 2014, and December 31, 2013, calculated in accordance with CONSOB Communication No. 6064293 of July 28, 2006, and with the ESMA/2013/319 Recommendations: In thousands of Euro As of September 30 As of December 31 Net financial indebtedness 2014 2013 A B C Cash and cash equivalents Other cash equivalents Available-for-sales financial assets 8,106 - 5,750 - F G Current financial position (F) + (G) (2,444) (123) - H Short term financial receivables Long term loans (current portion) Othe current financial payables (2,568) (12,506) (357) I Net current financial indebtedness (H) + (E) + (D) 5,538 (7,113) J K L Long term loans (non current portion) Issued bonds Othe non-current financial payables (19,347) - (8,944) - N Net financial indebtedness (I) + (M) (13,809) (16,057) D E Cash (A) + (B) + ( C) M Non current financial position (J) + (K) + (L) 8,106 (19,347) 5,750 (12,863) (8,944) As can be seen in the statement of cash flows, net financial indebtedness for the Group has declined by Euro 2,248 thousand, going from the Euro 16,057 thousand of December 31, 2013, to Euro 13,809 thousand as of September 30, 2014, thanks to cash flows of Euro 6,279 thousand generated by operating activities, which were only partially offset by uses of funds for investments made in the first nine months of 2014 in the amount of Euro 3,185 thousand. On July 16, 2014, we completed a debt refinancing operation through which we repaid financing outstanding with the pool of banks lead by GE Capital S.p.A., and including Intesa San Paolo S.p.A. and Mediocreval S.p.A., for a total of Euro 21,882 thousand. At the same time, new financing in the amount of Euro 22 million was obtained, Euro 12 million of which provided by Mediobanca S.p.A. and Euro 10 million by Intesa San Paolo S.p.A.. Both of these new loans have a duration of sixty months and are, therefore, to be paid in full by June 30, 2019. The amortization plan calls for half-yearly installments beginning on June 30, 2015, and the interest rate applied is equal to the six-month Euribor rate plus a spread of 2.25%. These loans require that we respect certain covenants and envisage a number of default events that are to be verified on December 31 of each year. 36 Interim Report as of 30 September 2014 SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD On October 16, the Company announced a number of changes to the organization with the goal of enabling the managing director, Arrigo Berni, to dedicate additional resources to developing business strategy, to building partnerships, and to pursuing other initiatives of strategic importance to the future growth of the business. Within the scope of such changes, both the retail channel and the area of Digital Innovation now report directly to the managing director, as do the functions of Administration, Finance & Control; Brand Equity; New Business & Publishing; and Human Resources. At the same time, the role of Chief Operating Officer (COO) was introduced and assigned to Lorenzo Viglione, currently head of Operations & Product Development. This position, which also reports to the managing director, will be coordinating the efforts of the heads of the wholesale, B2B and e-commerce channels and of the heads of Marketing, Product Development and Operations. Finally, and as a part of these organizational changes, Fabio Rosciglione, currently the head of Sales & Marketing, will be leaving the Company, but will continue to collaborate with us as a senior advisor to the COO, Lorenzo Viglione, throughout the initial stages of his new role. Also in October, the network of single-brand stores was further expanded with additional store openings, including another store in the U.S. in Sarasota, one in downtown Paris, and one in China. The Company is expected to open nine more locations by the end of the year, including two in Italy in the centers of Milan and Rome and another at the prestigious IFC mall in Hong Kong. 37 Interim Report as of 30 September 2014 BUSINESS OUTLOOK Although the figures for the first nine months of 2014 are not particularly representative of performance for the full year given that more than half of all business is concentrated in the second have due to the greater importance of the direct channels, as mentioned when presenting the strategy for 2014-2016, the Group has posted results at of September 30, 2014, that are in line with the forecasts for the period. In consideration of such performance and of the trends now being seen in the marketplace, the Company believes that it will be possible to achieve results for the full year 2014 that are in line with the guidance, which called for revenues of between Euro 99 and 101 million and EBITDA of between Euro 33 and 34 million. Development of the network of direct stores, the innovative products currently in the pipeline, and recent developments in the area of licensing are reinforcing our ability to achieve the medium-term growth targets set in our Strategic Plan. 38 Interim Report as of 30 September 2014 PRINCIPLES APPLIED IN PREPARING THE INTERIM REPORT The Group’s interim management report as of September 30, 2014, has been prepared in accordance with Article 154-ter, paragraph 5, of the Consolidated Law on Finance (“TUF”), as introduced by way of Italian Legislative Decree no. 195/2007 in implementation of Directive 2004/109/EC. This interim management report has was approved by the Moleskine S.p.A. Board of Directors on November 5, 2014, at which time the board also approved its publication. The interim management report as of September 30, 2014, has not been submitted for an independent audit. 39 Interim Report as of 30 September 2014 ACCOUNTING STANDARDS AND CONSOLIDATION PRINCIPLES The accounting standards followed in preparing the financial statements for the period ended September 30, 2014, 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 balance sheet date. The consolidation principles, accounting standards and measurement criteria adopted for the purpose of preparing the interim management report as of September 30, 2014, are the same as those utilized for the consolidated financial statements as of December 31, 2013, 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, 2014, as they became compulsory following completion of the endorsement procedures by the competent authorities It should also be noted that these principles have been adopted solely for the financial statements as of September 30, 2014, and not applied in their entirety to the disclosures such principles require. 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. 40 Interim Report as of 30 September 2014 ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED AS OF JANUARY 1, 2014 The 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, are indicated below. Description IFRS 10. ‘Consolidated financial statements’ 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’ Endorsed as of the date of this document Effective date stated in the standard December 2012 Financial years beginning on or after January 1, 2014 December 2012 Financial years beginning on or after January 1, 2014 December 2012 April 2013 December 2012 December 2012 Amendment to IAS 32. ‘Financial instruments: Presentation’. on December 2012 offsetting financial assets and financial liabilities Amendments to IFRS 10. Consolidated financial statements’. IFRS 12 and IAS 27 for investment entities Amendments to IAS 36. ‘Impairment of assets’ Amendment to IAS 39 ‘Financial instruments: Recognition and measurement’. on novation of derivatives and hedge accounting December 2013 December 2013 December 2013 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 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 The adoption of the accounting standards, amendments and interpretations listed above had no significant effect on the Group’s financial standing or performance. 41 Interim Report as of 30 September 2014 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 endorsed for use in Europe as of the date of these financial statements: Description Amendments to IAS 19. ‘Employee benefits’ on defined benefit plans Amendment to IFRS 2 ‘Shared based payment’ IFRS 3 ‘Business combination’ IFRS 8 ‘Operating segment’ IAS 16 ‘property. plant and equipment’ and IAS 38 ‘Intangible assets’ IAS 24 ‘Related party disclosures’ Annual improvements IFRS 13 ‘Fair Value measurement’ IAS 40 ‘Investment property’ IFRIC 21 ‘Levies’ Endorsed as of the date of this document Effective date stated in the standard No Financial years beginning on or after July 1, 2014 No Financial years beginning on or after July 1, 2014 No No No No No No Yes Financial years beginning on or after July 1, 2014 Financial years beginning on or after July 1, 2014 Financial years beginning on or after July 1, 2014 Financial years beginning on or after July 1, 2014 Financial years beginning on or after July 1, 2014 Financial years beginning on or after July 1, 2014 Financial years beginning on or after June, 17 2014 It should be noted that the Group has not adopted any accounting standards and/or interpretations in advance where application would be mandatory for periods commencing subsequent to September 30, 2014. The Group is assessing the effects of the application of these new standards and amendments, which are currently not considered to be significant. 42 Interim Report as of 30 September 2014 RELATED-PARTY TRANSACTIONS As of September 30, 2014, 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. 43 Financial statements 10 02 Interim Report as of 30 September 2014 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of June, 30 In thousands of Euro 2014 Property, plant and equipment Goodwill and trademarks Other intangible assets Other non-current assets Deferred tax assets 5,629 76,853 3,613 1,430 3,670 Total current assets 53,800 TOTAL ASSETS - Share capital Other reserves Net income 2,122 70,164 10,025 Total non-current assets Inventories Trade receivables Income tax receivables Other current assets Cash and cash equivalents Attività destinate alla dismissione TOTAL NET EQUITY Non-current financial liabilities Deferred tax 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 91,195 18,121 25,775 1,798 8,106 144,995 of which with related parties 82,311 19,347 16,059 1,700 105 81 37,211 320 16,481 2,171 2,568 409 3,844 69 25,473 TOTAL LIABILITIES TOTAL LIABILITIES AND EQUITY Total current liabilities As of December, 31 2013 4,682 76,836 4,161 816 3,017 89,512 15,590 18,207 1,276 921 5,750 of which with related parties 41,744 - 131,256 2,120 57,511 11,913 71,544 8,944 16,042 1,325 105 34 26,416 237 5 143 15,845 12,863 582 4,006 33,296 365 62,684 59,712 144,995 131,256 22 18 45 Interim Report as of 30 September 2014 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Period ended June 30, In thousands of Euro 2014 Revenues Other income Finished products, raw materials and consumables Service costs Personnel costs Other operating expenses Depreciation, amortization and impairments Operating income 65,122 2,215 (15,250) (19,828) (11,735) (1,660) (2,769) Finance expense Finance income Net income before taxes (1,253) 121 Income tax expense Net income (4,938) 10,025 (4,049) EARNINGS FOR SHARE Basic (euro) Diluted (euro) 0.0248 0.0248 0.0122 0.0122 196 (54) 499 (137) 493 354 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 16,095 14,964 351 of which with related parties (32) (1,917) (113) (54) 2013 61,661 486 (13,036) (20,134) (11,562) (1,413) (1,530) 14,472 of which with related parties (262) (3,710) (75) (2,850) 60 11,683 7,633 (8) - items that will not be reclassified to profit or loss: Actuarial gain/losses on post-employment and other employee benefits Actuarial gain/losses on post-employment and other employee benefits-tax effect (100) Total items that will not be reclassified to profit or loss 28 (66) (72) 18 (48) Other comprehensive income 421 (306) Total comprehensive income for the period 10,447 7,940 46 Interim Report as of 30 September 2014 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Period ended September 30, In thousands of Euro 2014 2013 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 19,252 6,279 (3,185) (726) 16,704 2,764 (4,109) (2,206) Change in cash and cash equivalents 2,368 (3,551) 47 Interim Report as of 30 September 2014 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY In thousands of Euro Share capital Share premium reserve Translation reserve Cash Flow Hedge Reserve Other reserves Result for the period Equity As of January 1, 2013 2,000 63,506 8 (643) (51,093) 18,197 31,975 7,6 7,633 (78) 362 Profit for the period Currency translation reserve Cash flow hedge reserve changes Actuarial gain/losses on post−employment and other employee benefits Comprehensive income for the period Allocation of net profit 2012 Share Capital Increase Incentives for management (78) (48) (48) 18,197 7,633 (18,197) (32,694) 7,633 Cash Flow Hedge Reserve Other reserves Result for the period Equity (142) (32,633) 11,913 71,544 142 - 10,025 10,025 327 142 71 - (72) (72) 11,913 10,025 (11,913) (72) 10,422 - - (20,449) 10,025 82,311 - - 120 26,900 90,406 (70) (281) In thousands of Euro Share capital Share premium reserve Translation reserve As of January 1, 2014 2,120 90,406 (120) As of September 30, 2013 2,120 (78) 362 Profit for the period Currency translation reserve Cash flow hedge reserve changes Actuarial gain/losses on post−employment and other employee benefits Comprehensive income for the period Allocation of net profit 2013 - - 327 - As of September 30, 2014 2,122 90,406 207 Share Capital Increase Incentives for management 327 2 - - 362 - 250 (2) 345 (48) 7,869 27,020 250 67,114 345 48 Declaration pursuant to article 154-BIS(2) of the tuf 10 03 Interim Report as of 30 September 2014 DECLARATION PURSUANT TO ARTICLE 154-BIS(2) OF THE TUF In accordance with Article 154-bis, paragraph 2, of the Consolidated Law on Finance (“TUF”), the financial reporting manager hereby declares that the financial information provided herein corresponds to the underlying accounting entries and records. Alessandro Strati Financial Reporting Manage 50
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