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Annual Report 2018 1 ANNUAL REPORT 2018 _______________________________________________________________________________ - Annual report 2018 1 CONTENTS CORPORATE BODIES 4 REPORT ON OPERATIONS 5 CONSOLIDATED NON-FINANCIAL STATEMENT (LEGISLATIVE DECREE 254/2016) 38 INDIPENDENT AUDITORS’ REPORT 112 CONSOLIDATED FINANCIAL STATEMENTS AT 31 JANUARY 2019 115 NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION 159 NOTES TO THE CONSOLIDATED INCOME STATEMENT 183 RELATIONS WITH RELATED PARTIES 192 APPENDICES TO THE CONSOLIDATED FINANCIAL STATEMENTS 199 INDIPENDENT AUDITORS’ REPORT 205 SEPARATE FINANCIAL STATEMENTS OF OVS SPA AT 31 JANUARY 2019 211 _______________________________________________________________________________ - Annual report 2018 2 COMPANY INFORMATION Registered office of the Parent Company OVS S.p.A. Via Terraglio 17, 30174 - Venice - Mestre Legal details of the Parent Company Authorised share capital €227,000,000.00 Subscribed and paid-up share capital €227,000,000.00 Venice Companies Register no. 04240010274 Tax and VAT code 04240010274 Corporate website: www.ovscorporate.it _______________________________________________________________________________ - Annual report 2018 3 CORPORATE OFFICERS Board of Directors Nicholas Stathopoulos Chairman Stefano Beraldo Chief Executive Officer and General Manager Gabriele Del Torchio (1) (2) Director Elena Garavaglia * (1) (2) Director Alessandra Gritti ** Director Heinz Jürgen Krogner-Kornalik (2) Director Massimiliano Magrini ** Director Chiara Mio (1) Director Giovanni Tamburi ** (2) Director * Elena Garavaglia was co-opted by the Board of Directors on 20 June 2018 following the resignation of Board member Vincenzo Cariello, which took effect on 1 June 2018. ** Alessandra Gritti, Massimiliano Magrini and Giovanni Tamburi were co-opted by the Board of Directors on 13 March 2019 following the resignation of Board members Stefano Ferraresi, Stefania Criveller and Marvin Teubner on 11 March 2019. (1) Member of the Control, Risks and Sustainability Committee (2) Member of the Appointments and Remuneration Committee Board of Statutory Auditors Stefano Poggi Longostrevi * Chairman Roberto Cortellazzo Wiel Standing Auditor Eleonora Guerriero Standing Auditor Antonella Missaglia Alternate Auditor *Appointed Chairman effective 1 June 2018, replacing Paola Camagni, who resigned Independent auditor PricewaterhouseCoopers S.p.A. Director responsible for preparing the company's accounting statements Nicola Perin _______________________________________________________________________________ - Annual report 2018 4 REPORT ON OPERATIONS In a particularly adverse market context, with a second part of the year characterised by unusually high temperatures, which inevitably affected sales, we further increased our market share, from 7.8% in 2017 to 8% in 2018, a sign of the vitality of our brands in the Italian market. We also accelerated our operations improvement processes, which contributed, among other things, to good cash generation in the last quarter. After the first six months, which saw profitability in line with our standards, but a significant absorption of working capital, we took decisive action to move towards normalising our stock levels as soon as possible. This required more mark-down activity, mostly in August and January, so almost all in the second half. While this activity resulted in reduced margins, it also resulted in a significant trend reversal, with cash generation of more than €64 million in the quarter just ended. V Net sales for the year (excluding the sell-in to the former Sempione Fashion Group) came in at €1,391.6 million , down 1.7% year on year, mainly due to the autumn/winter season, which was seriously affected by a decrease in traffic at stores due to exceptionally mild temperatures. V Adjusted EBITDA was €144.2 million. All of the €52.3 million decrease took place in the second half of the year, characterised on the one hand by a decline in sales due to adverse weather trends, and on the other by the concentration of three typical promotional pressure points. The summer sales, Black Friday and the winter sales, all of which were essentially grouped in the second half of the year, involved a sharp increase in promotional pressure compared with the same period of the previous year, in order not to take the effects of the deterioration of the stock situation into the next financial year. IFRS EBITDA was positive for €74.4 million, primarily affected by write-downs of assets recognised in the financial statements relating to the former Swiss group, Sempione Fashion. The financial impact of non-recurring expenses was fully exhausted in 2018. V The adjusted net result for the year amounted to €55.2 million , a decrease of €51.3 million, reflecting the decrease in EBITDA. The IFRS net result for the year was €25.3 million, up by €20.2 million compared with the previous year, mainly due to a positive mark-to-market effect, whereas the previous year was negative. V The adjusted net financial position was €375.8 million (€364,9 million, taking into account the positive mark-to-market effect of €10.8 million). The difference in net financial position compared with the previous year, which stood at €105.6 million at the end of the third quarter of 2018, decreased to €57.8 million, reflecting cash generation of €64.7 million in the fourth quarter of 2018 alone (compared with approximately €17 million in the previous year). _______________________________________________________________________________ - Annual report 2018 5 V The scope of stores at the end of the year was 1,747, increased mainly due to the growth in children's franchising business both in Italy and abroad. Summary consolidated figures 31 January '19 31 Janury '19 31 January '18 31 January '18 chg. chg. % €mln IFRS Adjusted IFRS Adjusted (Adjusted) (Adjusted) Net Sales 1,457.2 1,457.2 1,525.7 1,525.7 -68.5 -4.5% Net Sales excluding sell in SF * 1,391.6 1,391.6 1,415.1 1,415.1 -23.4 -1.7% Gross Profit 789.7 791.6 824.3 828.8 -37.2 -4.5% % on net sales 56.7% 56.9% 58.2% 58.6% EBITDA 74.4 144.2 174.8 196.5 -52.3 -26.6% % on net sales 5.3% 10.4% 12.3% 13.9% EBIT 7.2 85.6 112.0 142.4 -56.7 -39.8% % on net sales 0.5% 6.2% 7.9% 10.1% EBT 32.8 67.9 9.5 133.6 -65.7 -49.1% % on net sales 2.4% 4.9% 0.7% 9.4% Net Profit 25.3 55.2 5.1 106.5 -51.3 -48.2% % on net sales 1.8% 4.0% 0.4% 7.5% Net Financial Debt 365.0 375.8 377.8 317.9 57.8 18.2% Market Share (%) 8.0 7.8 0.1 1.5% In order to give a representation of the organic business and make it comparable with the previous year, net sales used to calculate the financial KPIs were adjusted from sales arising from the service contract with the former Swiss group, Sempione Fashion. The table shows both adjusted and IFRS results to represent the Group's operating performance net of non- recurring events which are unrelated to ordinary operations. The adjusted results therefore enable a uniform analysis in the periods indicated. The following adjustments regarded as one-offs were carried out in 2018, with no impact on cash and not representative of the normal course of business operations. Specifically: 1. EBITDA was adjusted for (i) €79 million of non-recurring expenses, mainly relating to the termination of the relationship with the former Sempione Fashion Group, the effects of which came to an end in 2018, (ii) €9.5 million relating to financial costs reclassified to the gross margin, to reflect the effective impact of EUR/USD hedging on goods sold during the year, and finally (iii) €0.3 million relating to costs for stock option plans with no cash impact. 2. In addition to the above, EBIT was adjusted for €8.6 million of non-cash amortisation charges for purchase price allocation in previous years. _______________________________________________________________________________ - Annual report 2018 6 3. Also in addition to the above, the net result before tax was adjusted for €53 million, mainly relating to net income from foreign exchange gains on foreign currency items, including with respect to forward derivatives and realised foreign exchange gains. 4. Finally, the net result for the year was adjusted for the tax impact of the above income statement adjustments, estimated at €5.3 million. 5. The adjusted net financial position does not factor in mark-to-market accounting of outstanding derivatives at 31 January 2019 (€10.8 million). For a detailed analysis of non-recurring expenses, see the continuation of this Report, as well as the specific section of the Notes to the financial statements “Significant non-recurring events and operations”. Performance The first half of the year was characterised by a slight decrease in sales, a substantial confirmation of margins, and an increase in working capital, largely deriving from the stock originally intended for the former Swiss group, Sempione Fashion. By contrast, sales declined in the second half of the year until mid- November, when temperatures finally began to approach the seasonal average. Sales in the “kids” segment, a factor of stability for the Group, were more affected by the absence of a change in the season, particularly in the “back to school” period. Consequently, like-for-like sales declined by 5% in the 12 months. During the second half of the year, we decided to increase the mark-downs, taking advantage of the two periods typically dedicated to sales in the Italian market: August and January. There was therefore a marked reversal in the trend in inventory levels, which, partly due to the drop in sales, naturally resulted in lower EBITDA compared with the same period last year, and, including as a result of lower volumes purchased, strong cash generation. At year-end, stocks were still slightly higher than in the previous year (+6%): however, their level and composition improved considerably compared with the first half of the year, and even more so compared with the third quarter, when seasonal performance issues prevented the progress that had in fact already been achieved from being shown.
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