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Annual Report 2019 2 OVS Group Annual Report at 31 January 2020 OVS S.p.A. Venice 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 2019 2 CONTENTS Corporate Bodies..……………………………………………………………………………………………………………………………..….. 4 Group structure at 31 January 2020…………………………………………………………………………………………………..….. 5 Report on Operations………………………………………………………………………………………………………………………..….. 6 Group operating performance…………..…………………………………………………………………………………..……. 7 Operating performance of Parent Company OVS S.p.A. ……………...………..……………………………………. 22 Main subsidiaries…………………………………………………………………………………………………………………….….. 24 Management of financial and operating risks……………………………………………………………..………….…… 26 Investment and development……………………………………………..…………………………………………………….... 29 Research and development……………………………………………………………………….………………………………… 29 Related party transactions.……………………….…………………………………………………………………………….…… 30 Significant events during the reporting period………………………………………………………….…………………. 30 Notes on share performance…………………………………………………………………..…………………………………… 33 Stock option plans……………………………………………………………………………………………………………………….. 34 Other information…………………………………………………………………………………………………..…………………… 36 Significant events after the reporting date………………………………………………………………..………………… 38 Business outlook………………………………………………………………………………………………………………..……….. 42 Proposal for approval………………………………………………………………………………………………………………….. 45 Consolidated Financial Statements at 31 January 2020………………………………………………………………..……..… 46 Notes to the Consolidated Statement of Financial Position……………………………………………………….… 93 Notes to the Consolidated Income Statement……………………………………………………..……………………… 122 Relations with related parties…………………………………………………………………………………..……..…………. 133 Appendices to the Consolidated Financial Statements……………………………………………………..…………. 145 Separate Financial Statements of OVS S.p.A. at 31 January 2020…………………………………………………….…… 152 ______________________________________________________________________________ Annual Report 2019 3 CORPORATE BODIES Board of Directors Franco Moscetti * (1) Chairman Giovanni Tamburi (2) Vice-Chairman Stefano Beraldo Chief Executive Officer and General Manager Gabriele Del Torchio Director Elena Garavaglia (1) (2) Director Alessandra Gritti Director Heinz Jürgen Krogner-Kornalik (2) Director Massimiliano Magrini Director Chiara Mio (1) (2) Director *Franco Moscetti was appointed by the Shareholders' Meeting of 31 May 2019, following the resignation of Chairman Nicholas Stathopoulos on 11 March 2019, with effect from 31 May 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 Emanuela Italia Fusa ** Alternate Auditor *Stefano Poggi Longostrevi is currently Chairman of the Board of Statutory Auditors as of 1 June 2018, having been reappointed by the Shareholders’ Meeting of 31 May 2019. ** Emanuela Italia Fusa was appointed by the Shareholders’ Meeting of 31 May 2019. Independent auditor PricewaterhouseCoopers S.p.A. Financial Reporting Officer Nicola Perin ______________________________________________________________________________ Annual Report 2019 4 Group structure at 31 January 2020 The following chart shows how the OVS Group is organised, indicating the relative equity investments as percentages. OVS S.p.A. OVS Department Stores d.o.o. OVS Hong Kong Sourcing Ltd Centomilacandele S.C.p.A. 31.63% 100% (Serbia) 100% (Hong Kong) OVS Maloprodaja d.o.o. OVS India Sourcing Private 82 S.r.l. 70% 100% (Croatia) 100% Ltd (India) OBS Sales Private Ltd (2) Sempione Retail AG OVS Fashion España S.L. (1) 35% 100% 100% (India) COSI International Ltd OVS France SAS (Hong Kong) 100% 100% 100% COSI International (Shanghai) Ltd (1) Winding up (2) Declaration of bankruptcy dated November 06, 2018 ______________________________________________________________________________ Annual Report 2019 5 Report on Operations at 31 January 2020 Important changes to the international accounting standards referred to in the preparation of this Annual Report became effective in 2019. Accordingly, the comments on operating performance and the main economic and financial results achieved in 2019 are preceded by the following methodological note. Foreword on methodology The Annual Report at 31 January 2020 has been prepared in accordance with the International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board, and includes the following: − Separate and consolidated statement of financial position − Separate and consolidated income statement − Separate and consolidated statement of comprehensive income − Separate and consolidated statement of cash flows − Statement of changes in shareholders’ equity of the Parent Company and the Group − Notes to the separated and consolidated financial statements at 31 January 2020. In this Report on Operations at 31 January 2020, in addition to the indicators provided for in the financial statements and in compliance with the International Financial Reporting Standards (IFRSs), some alternative performance indicators used by management to monitor and assess the Group's performance are also presented. In particular, with the introduction of the new IFRS 16 international accounting standard, relating to the accounting treatment of leases, with effect from 1 February 2019, a number of adjustments were introduced to make the figures at 31 January 2020 comparable with those of previous years. These regarded: EBITDA, operating result, profit before tax, net result for the year, net invested capital, net financial position and cash flow generated by operating activities, as detailed below. As 2019 was the first year of adoption of the new standard, the results are commented on excluding IFRS 16 in order to maintain a consistent basis of comparison with 2018. The impacts of the application of IFRS 16 have therefore been reported separately, and the reconciliation with the financial statements is further detailed in the section entitled “Impacts of the IFRS 16 accounting standard and alternative performance indicators” on page 19 below. ______________________________________________________________________________ Annual Report 2019 6 Group operating performance The year just ended demonstrated the Group's capacity for recovery, after a significant decline in performance in 2018, reflecting both factors external to the Group, mainly related to extremely adverse weather conditions in the second half of the year, and business relations with the former Swiss customer, which gradually deteriorated. In a market context that once again declined sharply (-3.9% in Italy), the Group continued the strengthening of its Italian market that has been taking place for years, benefiting not only from an improvement in the range of products and services offered by the OVS brand, but also from the maturity achieved by the Upim brand: the diversification of the two brands in Italy will also be a crucial factor for the Group's growth in the coming years. Good results achieved were born from a clear strategic response to the evolution of the market: - we have significantly reduced purchases of goods; - we privileged by leveraging our positioning, especially starting from the second half of the year, a setting of the collections more based on the sustainability and quality of the garments than on their content fashion as an end in itself. All this has allowed us to make less use of the promotional lever, resulting as a benefit of profitability, the generation of cash and the reduction of arrival stocks. We are convinced that this choice was correct and we will continue in this direction. Less emphasis on pursuing growth at all costs equal sales which, in a market context which has been waning for years, has led to an excess of all groups of stocks and consequent excesses of markdown activity. More attention instead to the quality of goods sold, and therefore to full price sales. As expected, the Group’s sales, amounting to almost €1.4 billion, were down slightly compared with the previous year: the strategy of simultaneously reducing purchases of goods and promotional leverage, while inevitably causing a slight decrease in sales, also gave a significant boost to the Group’s profitability and cash generation. Adjusted EBITDA for both brands grew significantly: by €7 million for the OVS business unit, and by €5 million for Upim. The Group's return to profitability levels more in line with those of previous years was achieved in the second half of the year, when the increase in adjusted EBITDA was €31 million overall, up 49% compared with the second half of the previous year. The growth in EBITDA contributed to the Group's significant deleveraging, further underpinned by the significant cash generation seen in the last three quarters of the year: in the first quarter of 2019, normal cash absorption was recorded, due to the seasonal nature of the business (€70 million); in the following nine months, cash generation was more than
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