HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 (COURTESY TRANSLATION FOR THE CONVENIENCE OF INTERNATIONAL READERS) HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONTENTS CORPORATE DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 CORPORATE GOVERNANCE BODIES AT 30TH JUNE 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 THE BRUNELLO CUCINELLI GROUP AT 30TH JUNE 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 GROUP STRUCTURE AT 30TH JUNE 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 CONSOLIDATED INTERIM REPORT ON OPERATIONS AT 30TH JUNE 2015 COMPANY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SUMMARY DATA AT 30TH JUNE 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 THE GROUP’S RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 ANALYSIS OF REVENUES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 – REVENUES BY DISTRIBUTION CHANNEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 – REVENUES BY GEOGRAPHICAL AREA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 – REVENUES BY PRODUCT LINE AND END CUSTOMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ANALYSIS OF THE INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 – OPERATING RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 – NET FINANCIAL EXPENSE, TAXATION AND NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ANALYSIS OF BALANCE SHEET AND FINANCIAL ITEMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 – NET WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 – FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 –CAPEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 – NET DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 – SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 ECONOMIC AND FINANCIAL RATIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 INFORMATION ON CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 PERFORMANCE OF THE COMPANY’S SHARE ON THE BORSA ITALIANA S.P.A. ELECTRONIC STOCK EXCHANGE (MTA) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 1 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 SIGNIFICANT EVENTS DURING THE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 FINANCIAL RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 SIGNIFICANT SUBSEQUENT EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 BUSINESS OUTLOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AT 30TH JUNE 2015 FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 CONSOLIDATED INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 CONSOLIDATED CASH FLOW STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 NOTES TO THE FINANCIAL STATEMENTS BASIS OF PREPARATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 CONSOLIDATION SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 ACCOUNTING STANDARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION . . . . . . . 59 COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . 78 OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 CERTIFICATION PURSUANT TO ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14TH MAY 1999 AS AMENDED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 REVIEW REPORT OF THE AUDITORS ON THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 2 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CORPORATE DETAILS Registered office of the Holding Company Brunello Cucinelli S.p.A. Via dell’Industria 5, frazione Solomeo Corciano – Perugia – Italy Legal information of the Holding Company Approved share capital € 13,600,000 Subscribed and fully paid-up share capital € 13,600,000 Perugia Companies Register, no. 01886120540. Official website: http://investor.brunellocucinelli.com/eng/ Nature does nothing in vain — ARISTOTLE — 3 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CORPORATE GOVERNANCE BODIES AT 30TH JUNE 2015 Board of Directors Brunello Cucinelli (1) Moreno Ciarapica (1) Riccardo Stefanelli (1) Giovanna Manfredi (1) Camilla Cucinelli (1) Giuseppe Labianca (1) Candice Koo (1) Andrea Pontremoli (1) Matteo Marzotto (1) Lead Independent Director Andrea Pontremoli Control and Risks Committee Andrea Pontremoli Matteo Marzotto Candice Koo Chairman Remuneration Committee Matteo Marzotto Andrea Pontremoli Candice Koo Chairman Board of Statutory Auditors Gerardo Longobardi (1) Alessandra Stabilini (1) Lorenzo Lucio Livio Ravizza (1) Guglielmo Castaldo (1) Francesca Morbidelli (1) Chairman Standing auditor Standing auditor Substitute auditor Substitute auditor External Auditors Reconta Ernst &Young S,p,A, Manager in charge of preparing the corporate accounting documents Moreno Ciarapica Chairman and CEO Executive director Executive director Director Director Director Independent director Independent director Independent director (1) Appointed by shareholders at the ordinary general meeting of 23rd April 2014; will remain in office until the date of the shareholders’ meeting called to approve the financial statements for the year ending 31st December 2016. 4 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 THE BRUNELLO CUCCINELLI GROUP AT 30TH JUNE 2015 Brunello Cucinelli S.p.A. 100% 100% Brunello Cucinelli Europe S.r.l. Brunello Cucinelli Retail Spain SL Brunello Cucinelli Retail Deutschland G.m.b.H. Brunello Cucinelli Austria Gmbh 95%(*) 98%(*) Brunello Cucinelli Suisse S.A. 98%(*) Brunello Cucinelli France S.a.r.l. 70% 98% 98% (*) 98% (*) (*) Brunello Cucinelli England, Ltd. 70% Brunello Cucinelli Belgium S.p.r.l. 100% 51% SAM Brunello Cucinelli Monaco 68,67% 70% 75% 68,4% Brunello Cucinelli Hong Kong, Ltd. 51% Brunello Cucinelli Brasil, LTDA 98% Brunello Cucinelli G.m.b.H. Brunello Cucinelli Netherlands B.V. Brunello Cucinelli Hellas S.A. 51% 98% 2% Brunello Cucinelli Japan Co. Ltd. Max Vannucci S.r.l. (*) Pinturicchio S.r.l. SAS White Flannel (*) The remaining percentage is held by Brunello Cucinelli S.p.A. 5 51% 70% Brunello Cucinelli Lessin (Sichuan) Fashion Co. Ltd. Brunello Cucinelli Lessin (Macau) Fashion Co. Ltd. Brunello Cucinelli Canada Limited Brunello Cucinelli USA Inc. 70% Cucinelli Holding Co LLC 51% Brumas Inc. HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 GROUP STRUCTURE AT 30TH JUNE 2015 Company name Registered office Brunello Cucinelli S.p.A. Brunello Cucinelli USA, Inc. Cucinelli Holding Co, LLC Brunello Cucinelli Europe S.r.l. Brumas Inc. Brunello Cucinelli Suisse S.A. Brunello Cucinelli Retail Spain SL Brunello Cucinelli GmbH Brunello Cucinelli France Sarl Brunello Cucinelli Belgium S.p.r.l. Max Vannucci S.r.l. Brunello Cucinelli Japan Co., Ltd. Brunello Cucinelli Retail Deutschland GmbH Brunello Cucinelli Netherlands B.V. Brunello Cucinelli Lessin (Sichuan) Fashion Co., Ltd . Brunello Cucinelli Hellas S.A. Brunello Cucinelli Austria GmbH Brunello Cucinelli England Ltd. Brunello Cucinelli Hong Kong Ltd. Brunello Cucinelli Lessin (Macau) Fashion Co., Ltd . Pinturicchio S.r.l. Brunello Cucinelli Brasil Ltda. SAS White Flannel SAM Brunello Cucinelli Monaco Brunello Cucinelli Canada Limited Corciano, frazione Solomeo (PG) – Italy New York – USA New York – USA Corciano, frazione Solomeo (PG) – Italy New York – USA Lugano – Switzerland Madrid – Spain Munich – Germany Paris – France Brussels – Belgium Perugia – Italy Tokyo – Japan Munich – Germany Amsterdam – Holland Chengdu – China Athens – Greece Vienna – Austria London – United Kingdom Hong Kong Macau Carrara – Italy San Paolo – Brazil Cannes – France Principality of Monaco Vancouver – Canada 6 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 DISTRIBUTION The Group offers its products on the market through a number of different distribution channels. From the standpoint of the end user, the Group is present on the market as follows: –the retail distribution channel, namely the direct distribution channel, for which the Group uses the services of Directly Operated Stores or DOS. In certain countries local operators also have an equity interest in the Group company running the DOS, thereby bringing in their specific experience of the market. From 1st September 2014 the retail channel also includes the sales points in the Japanese department stores which are operated under the Group’s responsibility using direct staff employed there; –the wholesale monobrand channel, consisting of monobrand stores operated under commercial distribution agreements. The Group uses intermediaries represented by monobrand stores for sales to end users, with the result that in this case these are the Group’s customers; –the wholesale multibrand channel, which consists of independent multibrand stores and dedicated spaces in department stores (shop-in-shops). In this channel the Group uses intermediaries represented by independent multibrand stores for sales to end users, i.e. department stores, with the result that in this case these are the Group’s customers. The Group uses a network of agents and distributors for sales to a number of monobrand and multibrand wholesale customers. For all distribution channels the Group ensures that the brand image and the Brunello Cucinelli style are transmitted in the areas and stores dedicated to the sale of its products. A summary is provided below of the Brunello Cucinelli Group’s monobrand sales network at 30th June 2015, 31st December 2014 and 30th June 2014: Boutiques 30th June 2015 31st December 2014 30th June 2014 RETAIL 79 71 65 WHOLESALE MONOBRAND 36 34 37 The following table provides an analysis of the location of boutiques by geographical area at 30th June 2015: DOS WHOLESALE MONOBRAND TOTAL Italy Europe North America Greater China Rest of the World (RoW) Total 13 26 20 16 4 79 4 20 1 3 8 36 17 46 21 19 12 115 7 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following figure sets out the DOS and monobrand boutiques at 30th June 2015 together with their geographical location: Greater China Europe North America 20 DOS 1 WHS MONOBRAND 26 DOS 1 Austria; 2 Belgium; 5 France; 5 Germany; 1 Greece; 1 Netherlands; 5 Spain; 4 Switzerland; 2 United Kingdom 16 DOS 3 WHS MONOBRAND 20 WHS MONOBRAND 1 Azerbaijan; 6 Russia; 1 France; 1 Germany; 1 Lithuania; 2 Switzerland; 3 Ukraine; 1 Romania; 1 Turkey; 1 Bulgaria; 1 Kazakhstan; 1 Denmark Italy 13 DOS 4 WHS MONOBRAND Rest of World (RoW) 4 DOS 1 Latin America; 3 Asia Pacific; 8 WHS MONOBRAND 2 Latin America; 4 Asia Pacific; 2 Middle East From 1st September 2014 the revenues of the 13 Japanese sales points, which are located inside the department stores operated under the Group’s responsibility, employing direct staff, are included in the retail channel. 8 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONSOLIDATED INTERIM REPORT ON OPERATIONS AT 30TH JUNE 2015 9 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 COMPANY INFORMATION OUR COMPANY Brunello Cucinelli S.p.A. is a company registered as a legal entity under the laws of the Republic of Italy and has its registered office at Via dell’Industria 5, Corciano – Frazione Solomeo (PG), Italy. The Group’s product range focuses on a single brand: Brunello Cucinelli, internationally recognized as one of the finest examples of absolute luxury, combining exclusive “Made in Italy” features with the ability to innovate and identify new trends. The brand’s distinctive elements are quality, craftsmanship, creativity, exclusivity, and beauty, plus a remarkable ability to “listen to” the market and its new trends. The result is a line of casual chic prêt-à-porter products that satisfy the tastes of young and less-young customers while retaining value over time. Merging old and new, business goals and human needs: the secret of a company whose innovative capacity is looked upon with interest from all sides as well as being a case study in modern economy illustrated at prestigious universities. PRODUCT The daily alchemy between tradition and research as a trail-blazer for new creations The collections assert a new balance in the 2015 spring/summer and 2015-2016 fall/winter seasons, where the luxury of refined materials is exalted by creativity and workmanship to dress the man and the woman for all occasions, from business dress to jet-setting elegance and above all around that casual attitude associated with knitwear that has always defined the Brunello Cucinelli character. Lifestyle from gym to dinner where the exploration of the various nuances and ways of wearing and matching clothes aims at a complete style for everyday wear. A tight bond between craftsmanship and research across all the various types from men’s suits to knitwear, from informal items to elegance for the evening. Precious fibers and natural materials blend together or are reinvented by means of original processes, tested within an attentive mingling of tradition and research that moves our creations. Knitwear is once again the star of the collections and a fundamental pivot of the look with new elements, yarns and innovative techniques extending the line and multiplying the combinations. The noble fiber of cashmere becomes a meeting point of modern elegance, in a balance between identity and innovation. 10 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 VISUAL MERCHANDISING In keeping with the changes in the collections, moving in the direction of modern taste, a significant development in visual merchandising criteria has been seen over the past year. A move has been made from research to the creation, design and production of unique items capable of narrating and expressing the theme of the collections, in harmony in their colors, shapes and materials. From the tale of the world that is told in Solomeo, visual merchandising develops a new form of setting that is directly connected with the product. Presentation becomes a harmonic sounding board where the constant exchange of materials, ideas and creations produces new and unique articles, which renew themselves spontaneously with the evolution of taste and the collections. The display and settings define a line of continuity that makes every display window, boutique and environment a unique item, a place where the creative spirit can be recognized, perfectly placed within the brand’s philosophy and traditions. A young and qualified team structured on a geographical basis looks after the features and needs of every single boutique as it does those of the multibrand stores. From the sales campaign to displaying the collections it responds reactively and consistently to creative stimuli and the specific requirements of spaces, cultures and tastes. The organization is responsible for: – development of store design and display systems in harmony with the brand’s image; – coordinated management of merchandising and assortments consistent with the reference market; – harmonization of communication and of visual elements in each store. COMMUNICATION The attention placed by the Italian and international media on the elements making up the identity of the Solomeo company is once again proven, a “young” identity but one solidly rooted in the traditional values for which we want to be the “guardian” for future generations. The brand image arises directly from the philosophy underlying the “Humanistic Enterprise” project, based on the timeless values of the dignity of man and work, and demonstrates the commitment that actively links the Company to the culture of craftsmanship, landscape and art to be found in Umbria. The specific attention given to all the various operations that accompany the presentation of the collections responds to the idea of the brand’s own elegance, which renews itself thanks to a skillful balance of tradition and innovation. An agile, young and reactive communications office has grown at the Solomeo headquarters over the seasons to the point of achieving a high level of specialization that organically covers all the stages involved in presenting the collections, talking in a direct and immediate manner about the environment and the philosophy of which it represents the cradle. 11 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 DISTRIBUTION The brand reached an important symbolical goal in 2014: over 100 monobrand boutiques located in key points throughout the world spread the products and values that grow in Solomeo, while constantly maintaining the character of exclusivity and rarity for the diffusion of a product that is increasingly “unique” in being associated with savoir-faire and Italian and Umbrian artisan tradition. Expansion The Company continues to spread its presence throughout the world in a balanced and attentive manner, with new boutiques strategically placed in the heart of Europe in Vienna, Frankfurt, Düsseldorf and Montecarlo, in the large oriental metropolises of Seoul, Singapore, Hanoi and Shanghai and in the symbolic cities of America, Aspen, Atlanta and San Francisco. Consolidation and enlargement Directly operated stores (DOS), partnerships and joint ventures contribute to defining the variety of operations taking place on a global scale, enabling the Company to closely follow its diffusion and presence at that level and responding with key operations for consolidating and enlarging on the central fashion markets such as Paris, New York, Beverly Hills, Rome, London, Shanghai, Beijing and Tokyo, to name but a few of the most significant locations. 115 36 105 102 34 37 Total monobrand boutiques 79 71 65 WHS monobrand Retail DOS 30th June 2015 31st December 2014 30th June 2014 – The retail channel consists of the monobrand stores and DOS (directly operated stores), some of which are operated in partnership with experts at the location. From 1st September 2014 the retail channel also includes the sales points in the Japanese department stores which are operated under the Group’s responsibility using direct staff employed there; – The wholesale monobrand channel refers to monobrand boutiques which for strategic reasons are operated through consolidated commercial relationships with local operators; – The wholesale multibrand channel consists of approximately 650 selected multibrand customers. The world’s most prestigious department stores form part of the multibrand network, with increasingly important dedicated spaces. 12 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 PRODUCTION Responding to the gracious and constant growth in the diffusion of the product throughout the world is a constant emphasis on the quality of the work, in line with the brand’s “Humanistic Enterprise” philosophy, which has always sought the first real source of creativity in the dignity of work. The enlargement of the Company’s business complex has enabled it to unite all the different departments in the green area lying at the foot of the Solomeo hill, thus enhancing the value of the cohesion and harmony to be found in the process of creating the collections. The close relationship that binds the Company to over 300 small and tiny Italian manufacturing craftwork firms has enabled a perfect matching of intent to be created in terms of the quality of the workmanship, a quality that has grown over time into strong loyalty and mutual trust. The extremely high proportion of façonisti situated in Umbria, around 80%, enables the management of production to be perfectly coordinated and above all allows the Company to keep complete control of all the stages of production with an attention to detail, always one of the brand’s winning elements. The new balance and interpenetration between creations of a casual nature and sartorial elements enables the Cucinelli brand to spread its artisan and innovative character across all its products, from clothing to accessories, blending the features of every type into a unique image. 13 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 14 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 THE SOLOMEO SCHOOL The Crafts School opened in September 2013 provides a series of courses on the crafts inherent in the Company’s activities, such as the techniques of knitting or cutting and assembling organized and supported by the Company. A new 24-month course on tailoring began in July 2014, another symbolic discipline of that Italian excellence and handicraft renowned throughout the world, while a new course on knitting techniques will begin in September 2015. The School then provides a series of courses dedicated to the craft-based and traditional arts and disciplines such as horticulture, gardening and the masonry arts, fostered and supported by the “Brunello e Federica Cucinelli” Foundation. All the School’s courses take place in the ancient hamlet, inside or close to the castle which is now discovering a new life. After its first existence in olden days, linked to an important past, and its reconstruction as the headquarters of a modern Italian business, the Hamlet of Solomeo is now looking towards the future as a place for teaching young people. 15 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 INTRODUCTION This Half-year Financial Report at 30th June 2015 has been drawn up pursuant to Legislative Decree no. 58/1998 as amended and the Issuers’ Regulations published by Consob. The Half-year Report has been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union and in accordance with IAS 34 Interim Financial Reporting, applying the same accounting principles as those used to prepare the consolidated financial statements at 31st December 2014. SUMMARY DATA AT 30TH JUNE 2015 The following tables provide: (i) a summarized consolidated income statement for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014, (i) a consolidated balance sheet reclassified by sources and applications at 30th June 2015 with comparative figures at 31st December 2014 and (iii) figures for capital expenditure and operating cash flows for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014. Summarized consolidated income statement Six months ended 30th June (In thousands of Euro) Change 2015 % 2014 % Revenues 200,648 100.0% 177,030 100.0% 23,618 +13.3% EBITDA (1) 33,384 16.6% 30,618 17.3% 2,766 +9.0% Operating income 24,852 12.4% 24,296 13.7% 556 +2.3% Net income for the period 15,513 7.7% 15,625 8.8% (112) -0.7% Normalized revenues (2) 200,648 100.0% 176,275 100.0% 24,373 +13.8% Normalized EBITDA (2) 33,384 16.6% 29,863 16.9% 3,521 +11.8% 24,852 12.4% 23,541 13.4% 1,311 +5.6% 15,513 7.7% 15,107 8.6% 406 +2.7% Normalized operating income (2) Normalized net income for the period (2) 2015 vs. 2014 2015 vs. 2014 % (1) We define EBITDA as operating income before depreciation and amortization. EBITDA defined in this way is a measure used by our management to monitor and assess our operating performance. EBITDA is not an accounting measure in the context of IFRS and accordingly should not be considered as an alternative for assessing trends in the Group’s operating income. Since the composition of EBITDA is not regulated by the accounting principles adopted, the means of calculating this figure used by us might not be consistent with that used by others and might therefore not be comparable. (2) The “normalized” figures for revenues, EBITDA, operating income and net income for the period exclude the capital gain of € 755 thousand recognized on the sale of a property from the results for the six months ended 30th June 2014. 16 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Consolidated balance sheet reclassified by sources and applications: At (In thousands of Euro) 30th June 2015 Change 31st December 2014 2015 vs. 2014 2015 vs. 2014 % Net working capital 122,523 97,507 25,016 +25.7% Fixed assets 128,740 114,592 14,148 +12.3% Other non-current assets/(liabilities) Net invested capital Net debt 5,878 862 5,016 >+100.0% 257,141 212,961 44,180 +20.7% 78,281 42,636 35,645 +83.6% (3) Shareholders’ equity 178,860 170,325 8,535 +5.0% Sources of funding 257,141 212,961 44,180 +20.7% (3) Net debt is calculated as the sum of cash and cash equivalents, current financial assets, non-current financial liabilities, the fair value of hedging instruments and other non-current financial assets. Other summary data: At (In thousands of Euro) Change 30 June 2015 30 June 2014 2015 vs. 2014 2015 vs. 2014 % Capex (4) 20,683 22,433 (1,750) -7.8% Cash flows from (used by) operating activities (7,043) (7,639) 596 -7.8% th (4) Capex refers to gross investments in intangible, tangible and financial fixed assets. 17 th HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 THE GROUP’S RESULTS FOR THE SIX MONTHS ENDED 30TH JUNE 2015 The sales trend in the first half of the year confirms the highly positive atmosphere surrounding the brand, identified as the expression of absolute luxury, which is founded on exclusivity, uniqueness, supreme quality, craftsmanship and a Made in Italy product, all within a prêt-à-porter proposal and a sophisticated concept of contemporary lifestyle. The decisions taken by local customers and top-end tourists confirm their tendency to purchase unique and exclusive products, with the events of a macro-economic, political and monetary nature that have characterized the past few months having a completely marginal effect. We are experiencing a further rise in the quest for products of the utmost quality, a blend of creativity and Italian artisan handwork, that is being made by the “sophisticated” luxury customer, whose basic principle remains the search for exclusivity of both the product offer and the “limited” presence in the most prestigious streets and locations. The brand’s contemporary lifestyle proposal satisfies these needs, which are themselves a bedrock and an integral part of the business’s DNA, thereby supporting the results achieved and sustaining expected growth. The Group posted revenues of € 200,648 thousand for the six months ended 30th June 2015, a rise of 13.3% over the corresponding period of the previous year. Revenues for the first half of 2014 were affected by the income arising from the sale of a property to the parent Fedone S.r.l. (in turn controlled by Cav. Lav. Brunello Cucinelli), not situated in the proximity of the Company’s manufacturing and logistical facilities, which led to a capital gain of € 755 thousand, recognized as other income. Excluding the effect of this transaction revenues rose by 13.8%. The Group posted net revenues of € 200,332 thousand for the half year, a rise of 13.9% over the figure of € 175,811 thousand at 30th June 2014. EBITDA reached € 33,384 thousand at 30th June 2015, or 16.6% of revenues, an increase of 11.8% compared to normalized EBITDA of € 29,863 thousand for the six months ended 30th June 2014 (17.5% of revenues). The first half of 2015 was characterized by a decrease of production costs for raw materials and outsourced work as a percentage of revenues, arising mostly from changes between the quarters and the higher proportion of revenues generated by the retail distribution channel where the development and expansion of the directly operated sales points however led to an increase in rental expense and payroll costs as a percentage of revenues compared to the first half of 2014, thereby offsetting the effect. 18 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Net income of € 15,513 thousand for the six months ended 30th June 2015, corresponding to 7.7% of revenues, posted an increase of € 406 thousand or 2.7% over the normalized figure for the first half of 2014. Depreciation and amortization represented a higher percentage of revenues in the first half of 2015 compared to the first half of 2014 as a result of the considerable investments made by the Company. The results of the individual quarters are affected by the timing of deliveries and whether these fall at the end of one quarter or the beginning of the next, making a reading of the half-year’s results representative of the changes underlying the business. While not showing sharp seasonal or cyclical variations in total annual sales, the Group’s business is affected in the course of the various quarters of the year by revenues and costs arising mainly from industrial operations that are not perfectly homogeneous. Consequently, any analysis of interim results and financial and profitability indicators cannot be considered as fully representative, and it is therefore not advisable to consider the period indicators as a proportional share of the full year. 19 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 ANALYSIS OF REVENUES The Group’s consolidated turnover for the first half of the year amounted to € 200,332 thousand, a rise of 13.9% over the same period in 2014. The sales trend not only confirms the solidity of the business’s development path but further testifies to the stability of the trend in the growth of purchases on all the international markets, with local customers and top-end tourist flows being increasingly less subject to market volatility and macroeconomic dynamics. At constant exchange rates, meaning at the same average rates as those used for the first six months of 2014, revenues would have risen by 9.3%. 200.3 192.1 175.8 +13.9% +9.3% 30TH June 2015 constant exchange rates 30th June 2015 30th June 2014 The overall increase in net revenues amounted to € 24,521 thousand at current exchange rates (+13.9%), mainly due to organic growth in the retail channel arising from the development of existing boutiques, the opening of new direct boutiques (DOS) in all geographical areas and the growth of the wholesale monobrand and multibrand channel compared to the corresponding six months of the previous year. 20 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 REVENUES BY DISTRIBUTION CHANNEL Increases in revenues were posted in all distribution channels in the first half of 2015, as a consequence of the results achieved by the existing boutiques and locations, the new selected openings and the Group’s presence in the most prestigious spaces in the Luxury Department Stores. The following table provides details of the net revenues earned by the Group in the six months ended 30th June 2015 and 2014, analyzed by distribution channel. Six months ended 30th June (In thousands of Euro) Change 2015 % 2014 % Retail 84,768 42.3% 62,350 35.5% 22,418 +36.0% Wholesale monobrand 21,960 11.0% 21,833 12.4% 127 +0.6% Wholesale multibrand 93,604 46.7% 91,628 52.1% 1,976 +2.2% 200,332 100.0% 175,811 100.0% 24,521 +13.9% Total 200.3 2015 vs. 2014 2015 vs. 2014 % 175.8 93.6 42.3% 46.7% 91.6 Total 22.0 WHS Multibrand 21.8 84.7 WHS Monobrand 62.4 30th June 2015 11.0% Retail DOS 30th June 2014 First half of 2015 21 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 RETAIL Net revenues of € 84,768 thousand were generated by the retail channel, representing an increase of € 22,418 thousand or 36.0% over the corresponding previous period. In the six months ended 30th June 2015 the retail channel represented 42.3% of the Group’s net revenues, an increase over the figure of 35.5% for the first half of 2014. Direct boutiques, of which there were sixty five at 30th June 2014, rose to seventy nine at 30th June 2015, an increase of fourteen consisting of eleven openings and three conversions of sales points previously operated as wholesale monobrand, to which should be added the effect of the conversion of the thirteen Japanese sales points to direct operations on 1st September 2014. The number of direct sales points increased by eight units in the first six months of 2015 compared to 31st December 2014. Like-for-like (comparable store sales), calculated as the increase in revenues at constant exchange rates in the DOS existing at 1st January 2014, amounted to 5.1% in the first 33 weeks of the year (the period between 1st January and 16th August 2015). WHOLESALE MONOBRAND Net revenues earned through the wholesale monobrand channel amounted to € 21,960 thousand, an increase of € 127 thousand over the six months ended 30th June 2014, corresponding to 0.6%. Excluding the effect of the conversions to the direct channel, the net revenues of the wholesale monobrand channel rose by 4.1%. In the six months ended 30th June 2015 net revenues from the sales made by the wholesale monobrand channel represented 11.0% of the total, a slight fall compared to the figure of 12.4% for the first half of 2014. Sales points, of which there were thirty seven at 30th June 2014, fell by one in number at 30th June 2015. Compared to 30th June 2014 there were two openings and three conversions to DOSs of the Japanese boutiques previously operated as wholesale monobrand. During the first six months of 2015 there was an increase of two in the number of wholesale monobrand stores compared to the situation at 31st December 2014. WHOLESALE MULTIBRAND Net revenues earned through the wholesale multibrand channel amounted to € 93,604 thousand (an increase of € 1,976 thousand over the six months ended 30th June 2014), corresponding to a rise of 2.2% over the same period in 2014. Net revenues in this channel fell from 52.1% of the total in the six months ended 30th June 2014 to 46.7% in the first half of 2015. Performance compared to the first half of 2014 was affected by the development in the way in which the business in Japan is operated. On 1st September 2014 the 13 boutiques situated in the most important Luxury Department Stores were transferred from wholesale multibrand operations to the retail channel. 22 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 REVENUES BY GEOGRAPHICAL AREA The Brunello Cucinelli Group achieved considerable growth in all international markets in the first six months of 2015; these represented 81.6% of net revenues for the period and posted an increase of 17.1% over the corresponding period of 2014. The Italian market also posted an interesting and significant rise of 1.8% in revenues, with healthy and sustainable results. The following table provides details of revenues for the six months ended 30th June 2015 analyzed by geographical area, with comparative figures for the corresponding period of the previous year. Six months ended 30th June (In thousands of Euro) 2015 % Change 2014 % 2015 vs. 2014 2015 vs. 2014 % Italy 36,906 18.4% 36,260 20.6% 646 +1.8% Europe 63,213 31.6% 60,048 34.2% 3,165 +5.3% North America 69,692 34.8% 55,416 31.5% 14,276 +25.8% Greater China 11,867 5.9% 10,367 5.9% 1,500 +14.5% Rest of the (RoW) Total 18,654 9.3% 13,720 7.8% 4,934 +36.0% 200,332 100.0% 175,811 100.0% 24,521 +13.9% 200.3 18.6 11.9 13.7 175.8 10.4 69.7 9.3% 55.4 Total 5.9% 18.4% 34.8% 31.6% ROW 63.2 60.0 Greater China N. America Europe 36.9 36.3 30th June 2015 Italy 30th June 2014 1st half of 2015 23 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following is an analysis of the increase in net revenues by geographical area. Italy Net revenues for “Italy” represented 18.4% of total revenues (20.6% in the same period of the previous year), posting an interesting increase of € 646 thousand in absolute terms, or 1.8%, over the period ended 30th June 2014 (€ 36,906 thousand in 2015 and € 36,260 thousand in 2014). The Italian market confirmed the positive growth seen over the past few quarters, thanks in particular to the monobrand and multibrand boutiques in the main cities and resorts. There was sustained top-end tourist flow in our boutiques and luxury multibrand stores, which taken together with purchases made by local customers supported the results achieved. Top-end Asian tourist flow confirmed its importance for the domestic market, with further increases occurring over the past few months. There were thirteen boutiques in the direct monobrand network at 30th June 2015, while the number of boutiques in the wholesale monobrand channel remained unchanged at four. Europe Net revenues for “Europe” represented 31.6% of total revenues (34.2% in the same period of the previous year), rising by € 3,165 thousand in absolute terms, or 5.3%, from € 60,048 thousand to € 63,213 thousand. Sales on the European market confirm the solid demand coming from both local customers and international tourists while top-end tourist flow remains essentially constant, as always less susceptible to the volatility caused by macroeconomic changes and currency fluctuations. These dynamics find support in the behavior of the tourist, who is accustomed to purchasing exclusive items in all the main global locations. The sales results therefore reflect growth in existing spaces, with purchasing habits as always favoring the continent’s leading cities and most prestigious resorts accompanied by the positive contribution made by the five selected openings taking place in the first six months of 2015, of which the direct stores in Monte Carlo and Via Rue François 1er, Paris are worthy of note. Results in Russia showed themselves solid, also the case in previous quarters, as were orders for the recent collections. Tourist flows of top-end Asian consumers towards the most exclusive locations were positive, increasing even further over earlier quarters. There were twenty six boutiques in the direct monobrand network at 30th June 2015 and twenty in the wholesale monobrand channel network. 24 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 North America Net revenues for “North America” represented 34.8% of total revenues (31.5% in the same period of the previous year), rising by € 14,276 thousand, or 25.8%, from € 55,416 thousand to € 69,692 thousand. Sales rose in both the direct channel, characterized by the Group’s presence in the most prestigious locations, and the wholesale multibrand channel, with a presence in the leading Luxury Department Stores. There was significant growth in the direct channel with a rise in revenues in the existing boutiques, driven by important sellouts and the positive contribution made by the five new openings taking place over the past 12 months (including San Francisco in September 2014 and New York Soho in March 2015). With a rising demand for exclusive prêt-à-porter items, the Luxury Department Stores increased their offer for top-end customers allocating some of their most prestigious selling spaces to the Brunello Cucinelli brand. There were twenty one boutiques in the monobrand network at 30th June 2015. Greater China Net revenues for “Greater China” represented 5.9% of total revenues (5.9% in the same period of the previous year), rising by € 1,500 thousand (+14.5%) from € 10,367 thousand to € 11,867 thousand. In line with the dynamics of the first quarter, the first half of 2015 saw an essential “normalization” of growth trends, with the rise in turnover being driven by the performance of the existing boutique network which has remained unchanged over the past 12 months. Revenue dynamics point to a growth in sales not only in mainland China but also in the other areas of Greater China, including Hong Kong, where the Group’s exclusive presence and the purchases made by the most sophisticated top-end customers supported sales. The number of boutiques and selling spaces remained unchanged during the first half of 2015, consisting of sixteen direct monobrand boutiques and three wholesale monobrand boutiques. 25 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Rest of the World Net revenues for the “Rest of the World” in the first six months of 2015 increased by 36.0% over the corresponding period of the previous year, rising from € 13,720 thousand to € 18,654 thousand. Performance compared to the first half of 2014 was affected by the development of the way the business is operated in Japan and the conversions that have taken place in what for us for us is the leading country in the Rest of the World, and on 1st September 2014 the three wholesale monobrand boutiques were converted to direct stores and the thirteen dedicated spaces situated in the country’s leading Luxury Department Stores were transferred from wholesale multibrand operations to the retail channel. These conversions and transfers affected the results for the first half of 2015, which was characterized by the deliveries of the spring/summer collection to wholesale monobrand and multibrand customers (sell-in revenues), while the same deliveries to the sales points in the first half of this year contribute “as sell-out revenues of the converted spaces” to sales for the first six months of 2015. There were twelve monobrand stores at 30th June 2015, with the only opening over the past 12 months taking place in Singapore. REVENUES BY PRODUCT LINE AND END CUSTOMER The following is a graphical representation of the composition of the Brunello Cucinelli Group’s revenues for the six months ended 30th June 2015, analyzed by product line and end customer: 32.3% 15.5% 67.7% 84.5% Clothing Women Accessories Men 30th June 2015 30th June 2015 26 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 ANALYSIS OF THE INCOME STATEMENT Set out below is a graphical representation of the income statement for the six months ended 30th June 2015, representing the Group’s performance for the period: (14.5%) (49.9%) (17.9%) (0.9%) 16.6% (4.3%) (1.9) 33.4 (8.5) 12.4% (1.3%) 11.1% (3.4%) 24.9 (2.5) 22.3 (6.8) 7.7% (29.2) 200.6 (100.2) (36.0) Revenues Materials Services Payroll Other costs EBITDA Depreciation Operating Net income financial and expense amortization Income before taxation Taxation 15.5 Net income OPERATING RESULTS The following table provides a summary of operating income and operating profitability (EBITDA): Six months ended 30th June (In thousands of Euro) 2015 % of revenues Operating income + Depreciation and amortization EBITDA (1) Change 2014 % of revenues normalized (2) 2015 vs. 2014 2015 vs. 2014 % 24,852 12.4% 23,541 13.4% 1,311 +5.6% 8,532 4.3% 6,322 3.6% 2,210 +35.0 33,384 16.6% 29,863 16.9% 3,521 +11.8% (1) EBITDA is calculated as operating income before depreciation and amortization. EBITDA defined in this way is a measure used by Company management to monitor and assess operating performance. EBITDA is not an IFRS accounting measure and accordingly should not be considered as an alternative for assessing trends in the Group’s operating income. Since the composition of EBITDA is not regulated by the Group’s accounting principles, the way in which the Group calculates this figure may not be consistent with that used by others and may therefore not be comparable. (2) The “normalized” figures for operating income and EBITDA for the six months ended 30th June 2014 exclude the capital gain of € 755 thousand recognized in the first half of 2014 to enable a homogenous and consistent comparison to be made with the figures for the current period. 27 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 EBITDA reached € 33,384 thousand at 30th June 2015, or 16.6% of revenues, an increase of 11.8% compared to normalized EBITDA for the corresponding period in 2014 (17.5% of revenues). The first half of 2015 was characterized by a decrease in production costs for raw materials and outsourced work as a percentage of revenues, arising mostly from changes between the quarters and the higher proportion of revenues generated by the retail distribution channel where the development and expansion of the directly operated sales points however led to an increase in rental expense and payroll costs as a percentage of revenues, thereby offsetting the effect. Operating income amounted to € 24,852 thousand in the six months ended 30th June 2015, representing 12.4% of revenues, an increase of 5.6% over the normalized figure for the corresponding period in 2014 . As a result of the investments made depreciation and amortization had a significant effect, representing 4.3% of revenues in the six months ended 30th June 2015 compared to 3.6% in the first six months of 2014 (an increase of € 2,210 thousand in absolute terms). The following table sets out in graphical form trends in the Group’s EBITDA and operating income for the six months ended 30th June 2015 and 30th June 2014: EBITDA (€ m) EBITDA (%) Operating income (€ m) 24.9 33.4 Operating income (%) 23.5 29.9 16.6% 16.9 30th June 2015 30th June 2014 ADJ 12.4 13.4 30th June 2015 30th June 2014 ADJ As shown above EBITDA fell from a normalized 16.9% in the first half of 2014 to 16.6% in the first half of 2015, increasing in absolute terms by € 3,521 thousand. The economic dynamics that characterized the first half of 2015 consisted first and foremost in an increase in the net revenues posted by the retail distribution channel as a proportion of total net revenues for the period (42.3% for the six months ended 30th June 2015 against 35.5% at 30th June 2014) . This increase is due to organic growth in existing boutiques (like-for-like of 5.1%) and the development of the store network which, compared to the first half of 2014, increased by a total of 29 units (13 openings together with the new way in which the business is operated in Japan, which led to the conversion of 3 wholesale monobrand boutiques to direct stores and the direct management of 13 dedicated spaces situated in the most important Luxury Department Stores). Commercial expansion in the first half of 2015 accordingly led to an increase in certain operating costs as a percentage of revenues, and more specifically rental expense (which in addition to the openings and conversions of boutiques was affected by the increases generated by the repositioning and extension of some of the more important boutiques, the renegotiation of expiring contracts, the opening of the new show-room in Tokyo and the repositioning of the key show-room in New York) and payroll costs resulting from an increase in the workforce, mostly in sales staff. 28 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The above changes led to the following: 1. a decrease in costs for raw materials and consumables and outsourced manufacturing costs as a percentage of total revenues (36.1% for the six months ended 30th June 2015 compared to 40.0% at 30th June 2014); this figure is affected by the fact that revenues and costs are not perfectly homogenous during the various quarters of the year. The corresponding figure for costs for raw materials and consumables and outsourced manufacturing costs for the year ended 31st December 2014 was 37.1%. Six months ended 30th June (In thousands of Euro) 2015 % of revenues Costs for raw materials and consumables Change in inventories 42,145 Change 2014 % of revenues 21.0% 40,029 2015 vs. 2014 2015 vs. 2014 % 22.6% 2,116 +5.3% (12,952) -6.5% (11,813) -6.7% (1,139) +9.6% Outsourced manufacturing costs 43,253 21.6% 42,526 24.0% 727 +1.7% Total 72,446 36.1% 70,742 40.0% 1,704 +2.4% 2. an increase in rental expense as a percentage of total revenues (11.1% for the six months ended 30th June 2015 compared to 7.1% at 30th June 2014) and by € 9,367 thousand in absolute terms over the first half of the previous year. The corresponding figure for the year ended 31st December 2014 was 8.1%. Six months ended 30th June (In thousands of Euro) 2015 % of revenues Rental expense 21,996 11.0% Change 2014 % of revenues 12,629 7.1% 2015 vs. 2014 2015 vs. 2014 % 9,367 +74.2% 3. an increase in payroll costs as a percentage of total revenues (17.9% in the six months ended 30th June 2015 compared to 16.6% at 30th June 2014), which amounted to € 35,956 thousand compared to € 29,397 thousand in the corresponding period in the previous year, representing a rise of € 6,559 thousand in absolute terms. There were 1,352.0 full time equivalent staff (FTE) at 30th June 2015 compared to 1,170.7 at 30th June 2014 (+181.3), with the rise mainly due to the increase in sales personnel resulting from the expansion of the directly operated sales point network. The percentage of total revenues for the year ended 31st December 2014 was 17.4%. 29 ctory workers HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 1352.0 36.0 29.4 1170.7 467.7 Total 459.0 Payroll costs (€m) Payroll costs (%) 17.9% 16.6% 30th June 2015 30th June 2014 834.1 Managers and middle management Managers and middle management Office and sales staff Factory workers 670.2 50.2 41.5 30th June 2015 30th June 2014 Having looked at the main changes taking place in production costs, rental expense and payroll costs, brief comments follow on the other main items making up operating costs: – commissions and accessory costs, being the commissions payable to the network of agents, which were in line with the first half of 2014 (3.3% in 2015, 3.3% in 2014); – advertising and other marketing costs, which rose by 6.6% and represented 4.8% of revenues in the six months ended 30th June 2015 compared to 5.1% at 30th June 2014. These costs relate to the promotional activities carried out by the Group to disseminate its image and philosophy throughout the world (more specifically these are costs incurred for the production of catalogues, advertising campaigns and fairs and exhibitions organized in Italy and abroad). Communication and image costs amounted to 5.5% of revenues in the year ended 31st December 2014; – transport and duties, which amounted to 3.7% of revenues in 2015, a decrease over the figure of 4.5% in 2014; – credit card charges, which rose by 31.5% over the first half of 2014, a figure closely linked to the growth in the retail channel. The following table provides a summary of these items for the first six months of 2015 and 2014 together with their percentage of revenues. Six months ended 30th June (In thousands of Euro) 2015 % of revenues Change 2014 % of revenues 2015 vs. 2014 2015 vs. 2014 % Commissions and accessory costs 6,616 3.3% 5,770 3.3% 846 +14.7% Advertising and other marketing expenses 9,641 4.8% 9,046 5.1% 595 +6.6% Transport and duties 7,457 3.7% 7,908 4.5% (451) -5.7% Credit card charges 1,573 0.8% 1,196 0.7% 377 +31.5% 30 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NET FINANCIAL EXPENSE, TAXATION AND NET INCOME Net financial expense amounted to € 2,542 thousand for the six months ended 30th June 2015, of which financial expense of € 18,261 thousand and financial income of € 15,709 thousand. While reference should be made to the notes to the financial statements for further details of the items included in financial income and expense, the following table sets out the overall result for financial management, separating out the effect of exchange differences and the fair value measurement of derivative contracts from changes in financial income and expense: Six months ended 30th June (In thousands of Euro) 2015 % of revenues Change 2014 % of revenues 2015 vs. 2014 2015 vs. 2014 % Loan interest 544 0.3% 438 0.2% 106 +24.2% Other net (income)/expense 262 0.1% 515 0.3% (253) -49.1% Financial (income)/expense 806 0.4% 953 0.5% (147) -15.4% 1,202 0.5% 207 0.1% 995 >+100.0% 534 0.4% 128 0.1% 406 >+100.0% 2,542 1.3% 1,288 0.7% 1,254 +97.4% Foreign exchange (gains)/losses Financial (income)/expense arising from adjusting derivatives on loans to fair value Total net financial expense Income taxes for the period amounted to € 6,797 thousand and represented 30.5% of pre-tax consolidated income. This percentage, showing a slight improvement over the corresponding period in the previous year, benefits in part from the new criterion for calculating the IRAP tax charge. The Group earns the majority of its taxable profit in Italy and has elected for the “taxation for transparency” option (taxation in Italy using the tax rates applicable in Italy) for the taxable profits earned in the “privileged tax system countries” in which it operates. In the light of the above, net income for the period closed at € 15,513 thousand, or 7.7% of revenues, showing an increase of € 406 thousand, or 2.7%, compared with the normalized figure for the first half of 2014. The following table provides an analysis of net income for the period between the portion attributable to the owners of the parent and the portion attributable to non-controlling interests: 30th June 2015 30th June 2014 Net income attributable to owners of the parent 17,449 16,618 Net income attributable to non-controlling interests (1,936) (993) Net income for the period 15,513 15,625 (In thousands of Euro) The net income attributable to non-controlling interests, a loss of €1,936 thousand, is significantly effected by the negative results of the subsidiaries that are heavily involved in key commercial initiatives and are in the midst of their start-up phase. 31 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 ANALYSIS OF BALANCE SHEET AND FINANCIAL ITEMS Set out in the following are comments on the main items included in the balance sheet reclassified by sources and applications at 30th June 2015 together with comparative figures at 31st December 2014 and 30th June 2014. NET WORKING CAPITAL The net working capital of the Brunello Cucinelli Group at 30th June 2015, 31st December 2014 and 30th June 2014 may be analyzed as follows: (In thousands of Euro) 30th June 2015 Trade receivables 31st December 2014 30th June 2014 64,913 45,051 60,112 Inventories 141,852 125,114 107,278 Trade payables (59,823) (62,185) (62,501) Other current assets/(liabilities), net (24,419) (10,473) (8,163) Net working capital 122,523 97,507 96,726 Given the “seasonality” referred to above, the following comments on net working capital compare the situation at 30th June 2015 with that at 30th June 2014 for a better understanding of the main changes that have occurred. Net working capital at 30th June 2015 rose by € 25,797 thousand over the balance at 30th June 2014. This difference mainly arises from the combined effect of the following: – An increase in “Inventories” by € 34,574 thousand, with the period end balance equivalent to 37.3% of net revenues for the past 12 months (35.2% at 31st December 2014 ). This is principally due to the addition of 29 directly operated sales points over the past 12 months, as discussed elsewhere in these financial statements, as well as business development over the period. – An increase in “Other net liabilities” of € 8,163 thousand at 30th June 2014 to € 24,419 thousand at 30th June 2015; of this, €6,656 thousand is due to the fair value measurement of the derivative instruments hedging the currency risk arising from commercial transactions not carried out in Euro. The Group uses cash flow hedge accounting to account for the derivative instruments hedging currency risk, by which the fair value of these instruments is recognized as an asset or a liability (“Derivative instruments – current assets” or “Derivative instruments – current liabilities”) with the counter-entry made to an equity reserve for the gain or loss in fair value of the derivative instruments that are determined to be an effective hedge; this gain or loss is reclassified into profit or loss, as revenues, on recognition of the hedged transactions. Regarding “Inventories”, raw materials rose by € 2,421 thousand from € 24,531 thousand at 30th June 2014 to € 26,952 thousand at 30th June 2015, while finished and semi-finished goods increased by € 32,153 thousand from € 82,747 thousand at 30th June 2014 to € 114,900 thousand at 30th June 2015, mainly due to the above-mentioned growth in the monobrand store network. 32 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 (In thousands of Euro) 30th June 2015 31st December 2014 30th June 2014 Raw materials 26,952 25,576 24,531 Finished and semi-finished goods 114,900 99,538 82,747 Inventories 141,852 125,114 107,278 “Trade receivables” (€ 64,913 thousand at 30th June 2015 compared to € 60,112 thousand at 30th June 2014) rose by € 4,801 thousand. This difference is exclusively due to the translation into Euro of the balances expressed in foreign currency; while the nominal value of these balances was essentially unchanged, they were affected by the various period-end exchange rates applied at 30th June 2015 compared to 30th June 2014. “Trade payables”, which mainly relate to the parent company (and are therefore expressed in Euro and not affected by the period end exchange rate), were effectively in line with business trends, amounting to € 59,823 thousand at 30th June 2015 and € 62,501 thousand at 30th June 2014. FIXED ASSETS Fixed assets at 30th June 2015, 31st December 20134and 30th June 2014 may be analyzed as follows: 30th June 2015 31st December 2014 30th June 2014 Intangible assets 32,579 29,649 30,233 Property, plant and equipment 90,376 80,157 69,823 (In thousands of Euro) Financial fixed assets Fixed assets 5,785 4,786 3,972 128,740 114,592 104,028 Fixed assets amounted to € 128,740 thousand at 30th June 2015 compared to € 114,592 thousand at 31st December 2014, representing a net increase of € 14,148 thousand, or 12.3%. More specifically, intangible assets rose by € 2,930 thousand, property, plant and equipment by € 10,219 thousand and non-current financial assets by € 999 thousand, mainly due to the guarantee deposits paid on entering rental agreements for the monobrand stores opened in 2015. 33 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CAPEX The Group made capital expenditure of € 20,683 thousand in fixed assets in the half-year ended 30th June 2015, of which € 4,602 thousand in intangible assets, € 14,970 thousand in property, plant and equipment and € 1,111 thousand in financial fixed assets (guarantee deposits). The following table sets out by type and category the capital expenditure made by the Group in the six months ended 30th June 2015, the year ended 31st December 2014 and the six months ended 30th June 2014. (In thousands of Euro) 30th June 2015 31st December 2014 30th June 2014 4,602 7,551 6,004 14,970 30,651 15,846 Capex in intangible assets Capex in property, plant and equipment Capex in financial fixed assets Total capex 1,111 1,459 583 20,683 39,661 22,433 The most significant investments were made for the opening and structuring of boutiques, to a large extent regarding the entry into the consolidation scope of SAM Brunello Cucinelli Monaco, which will run the boutique in Monte Carlo, and the openings of the new directly operated stores in Europe, North America and the Rest of the World. Other significant investments regarded the purchase of the property complex in the Avenza district of the Municipality of Carrara, in which the Brunello Cucinelli Group produces menswear through its subsidiary Pinturicchio S.r.l.. Further investments totaling € 1,592 thousand were made in information technology, of which € 1,379 thousand is recognized as intangible assets and € 231 thousand as property, plant and equipment. Below is a graphical representation of the capital expenditure made by the Group in the first half of 2015, analyzed by investment type: 7.4% 3.4 10.7 Exclusive sales points 1.1 Financial investments 3.0 14.8 Key money Total commercial investments Investments in buildings for production and logistics 34 2.9% 10.3% 2.5 5.9 20.7 Other investments Total investments in production and logistics Total investments HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NET DEBT The following table provides details of net debt at 30th June 2015, 31st December 2014 and 30th June 2014. (In thousands of Euro) 30th June 2015 31st December 2014 30th June 2014 Current bank debt 75,561 48,709 54,726 369 344 275 Derivative instruments - current liabilities Other current financial liabilities 1,596 1,682 146 Current debt (1) 77,526 50,735 55,147 Long-term loans - non-current portion 54,897 42,450 30,767 Non-current financial liabilities Non-current debt (1) Total gross debt - Current financial assets - Derivative instruments - current assets - Cash and cash equivalents Net debt (1) 3,134 3,130 3,858 58,031 45,580 34,625 135,557 96,315 89,772 (96) (44) (38) – – – (57,180) (53,635) (43,626) 78,281 42,636 46,108 (1) Current and non-current debt are not IFRS accounting measures. The way in which the Group calculates this figure may not be consistent with that used by others and may therefore not be comparable. At 30th June 2015 the net debt of the Brunello Cucinelli Group had increased by € 35,645 thousand over the balance at 31st December 2014. In this respect, in order to rearrange its medium-long term debt to obtain interest at more advantageous rates than before, the Group took out new loans totaling € 27.3 million and extinguished loans totaling € 21.7 million in the first half of 2015, a practice it had already followed at 31st December 2014. More specifically, of the new loans taken out in the first half of 2015 an amount of € 5.0 million was used to make early repayment of previously contracted debt, obtaining more favorable conditions. The balance of net debt 30th June 2015 was affected by the following factors: – the significant investment program carried out during the period (expenditure of € 20.7 million in the first six months of 2015 and € 37.9 million over the past 12 months); – trends in operations, as always characterized by growth in business volumes and affected by the development of the sales point network (which increased overall by 29 units, with 13 openings and the introduction of the new business model in Japan which led to 3 conversions from wholesale monobrand and the direct management of points in 13 Luxury Department Stores), as well as the changes discussed earlier that affected movements in net working capital; – the seasonality of changes in net debt, which has always been higher at the end of the second and third quarters of the year (30th June and 30th September), falling back again in the fourth quarter (31st December). “Non-current financial liabilities” consist of the liability arising from the possibility that the minority shareholders in Brunello Cucinelli England Ltd. may exercise their put option, and the liability arising from the loan obtained from the minority shareholder of the subsidiary Brunello Cucinelli Hong Kong Ltd., to the extent of the portion attributable. 35 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 SHAREHOLDERS’ EQUITY The following tables provides details of shareholders’ equity at 30th June 2015, 31st December 2014 and 30th June 2014: (In thousands of Euro) 30th June 2015 Share capital Reserves 13,600 13,600 13,600 118,097 120,176 17,449 33,060 16,618 173,065 164,757 150,394 5,795 5,568 5,434 178,860 170,325 155,828 Net income for the period attributable to non-controlling interests Shareholders’ equity attributable to noncontrolling interests 30th June 2014 142,016 Net income for the period attributable to owners of the parent Shareholders’ equity attributable to owners of the parent 31st December 2014 The Company’s share capital at 30th June 2015 amounted to € 13,600 thousand, was fully paid-up and consisted of 68 ,000 ,000 ordinary shares . On the basis of the notifications received by the Company and by Consob and the other announcements made to the market, the shareholders of Brunello Cucinelli S .p .A. were as follows at 30th June 2015: Shareholder Number of shares % of ordinary capital 38,760,000 57.00% FMR LLC 3,933,758 5.79% Ermenegildo Zegna Holditalia S.p.A. 2,040,000 3.00% Capital Research and Management Company 1,394,000 2.05% Fundita S .r .l . 1,360,000 2.00% Fedone S.r.l. Other shareholders 20,512,242 30.16% Total 68,000,000 100.0% A full description of changes in shareholders’ equity may be found in the specific schedule in the financial statements and in note 11. As stated below in the section “Significant events during the period”, on 29th January 2015 Fedone S.r.l. announced that it had completed the sale of 3,494,000 of the shares of Brunello Cucinelli S.p.A., corresponding to 5.14% of the Company’s share capital, through an accelerated book building offering reserved for institutional investors. As part of the same transaction Fundita S.r.l. sold 350,000 shares to Fedone S.r.l.. Following this operation Fedone S.r.l. and Fundita S.r.l. hold 57% and 2% respectively of the share capital of Brunello Cucinelli S.p.A.. 36 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 RECONCILIATION BETWEEN NET EQUITY AND NET INCOME OF THE PARENT AND CONSOLIDATED NET EQUITY AND NET INCOME The following is a reconciliation between the net equity and net income of the parent and consolidated net equity and net income as of and for the six months ended 30th June 2015: 30th June 2015 (In thousands of Euro) Net equity Financial statements of the parent Difference between the net equity of consolidated investments and the carrying amount of these investments Elimination of intragroup transactions Elimination of dividends Tax effect of consolidation adjustments Other Total attributable to the owners of the parent Net equity and net income attributable to non-controlling interests Consolidated financial statements 37 Net income 183,228 23,428 1,714 (3,069) (21,511) (5,993) – (51) 11,012 3,477 (1,378) (343) 173,065 17,449 5,795 (1,936) 178,860 15,513 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 ECONOMIC AND FINANCIAL RATIOS The main economic and financial ratios for the Brunello Cucinelli Group for the periods under consideration are as follows. PROFITABILITY RATIOS The following table sets out changes in the main profitability ratios for the six months ended 30th June 2015 and 2014. 30th June 2015 30th June 2014 8.90% 10.38% ROI – Operating income/Average net invested capital in the period 10.57% 13.38% ROS – Operating income/Revenues 12.39% 13.72% ROE – Net income for the period/Average equity in the period BALANCE SHEET SOLIDITY RATIOS A solidity analysis is designed to assess the Brunello Cucinelli Group’s ability to maintain a constant balance in the medium to long period between cash outflows, caused by the repayment of sources, and cash inflows, arising from the monetary recovery of applications, to avoid disturbing the economic balance of operations. Net equity /Total assets Total current assets/Total current liabilities 30th June 2015 30th June 2014 41.85% 45.39% 157.49% 160.39% 30th June 2015 30th June 2014 3.7 times 3.4 times 49.3 52.6 2.1 times 1.8 times 77.1 108.7 119.7 102.6 ROTATION INDICES Receivables turnover – Revenues/Average trade receivables Average collection days in trade receivables – (Average trade receivables/Revenues)*180 Payables turnover – (Costs for raw materials and consumables + Costs for services)/Average trade payables Average payment days in trade payables – (Average trade payables/ (Costs for raw materials and consumables net of changes in inventory + Costs for services))*180 Average days in inventory – Inventories – advances/Revenues 38 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 INFORMATION ON CORPORATE GOVERNANCE Pursuant to article 123-bis of the consolidated finance law (TUF) the Company is required to prepare an annual report on corporate governance and ownership structures containing a general description of the governance system adopted by the Brunello Cucinelli Group and information on its ownership structure, including the main governance practices applied and the characteristics of its risk management and internal control system in relation to its financial reporting process. Such Report, approved by the Board of Directors at its meeting of 10th March 2015, may be consulted in the Governance section of the Company’s website www.brunellocucinelli.it. 39 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 PERFORMANCE OF THE COMPANY’S SHARE ON THE BORSA ITALIANA S.P.A. ELECTRONIC STOCK EXCHANGE (MTA) On 30th June 2015, the final trading day for the half year, the official closing price of the Brunello Cucinelli share was € 16.80 (+116.8% compared to the € 7.75 per share set for the IPO, -9.3% compared to the price of € 18.53 at the end of 2014). Market capitalization at 30th June 2015 was € 1,142,000 thousand. The following table provides details of the company’s share price and the share’s performance between 1st January and 30th June 2015: Euro Data 7.75 – 15.77 29-Jun-15 IPO price Minimum price (1) Maximum price (1) 20.14 27-Jun-15 16.80 30-Jun-15 1,142,400,000 30-Jun-15 25,772,000 30-Jun-15 432,969,600 30-Jun-15 Official price Capitalization Number of outstanding shares Free float (1):Minimum and maximum prices recorded during daily trading which therefore do not necessarily coincide with the official reference prices for the day. 21 20 19 18 17 16 15 13 12 11 10 9 8 7 6 5 4 3 2 1 Price per share (Euro) 40 29-Jun 24-Jun 19-Jun 16-Jun 8-Jun 11-Jun 3-Jun 29-May 26-May 21-May 18-May 8-May 13-May 5-May 29-Apr 24-Apr 21-Apr 16-Apr 8-Apr 13-Apr 1-Apr 27-Mar 24-Mar 19-Mar 16-Mar 6-Mar 11-Mar 3-Mar 26-Feb 23-Feb 18-Feb 13-Feb 5-Feb 10-Feb 2-Feb 28-Jan 23-Jan 20-Jan 15-Jan 7-Jan 12-Jan 0 2-Jan Price per share - Euro 14 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 SIGNIFICANT EVENTS DURING THE PERIOD Finalization of the purchase of the property complex from Spring Immobiliare S.r.l. as part of the agreements with d’Avenza Fashion S.p.A. On 15th January 2015 the Company finalized the purchase from Spring Immobiliare S.r.l. (a company belonging to the group of which d’Avenza Fashion S.p.A. forms part), at a price of € 2,770,000, of the property complex located in the Avenza district in the Municipality of Carrara, where the Brunello Cucinelli Group produces menswear (through the subsidiary Pinturicchio S.r.l.). This acquisition completes the implementation of the agreements originally reached with d’Avenza Fashion S.p.A.. Increase in share capital by Brunello Cucinelli Lessin Sichuan Fashion Co., Ltd. In January 2015 and March 2015 the Company made capital payments of 30 million and 25 million Renminbi (RMB) respectively as part of a fully reserved increase of the share capital of Brunello Cucinelli Lessin Sichuan Fashion Co., Ltd. totaling 100 million RMB (the company’s share capital will therefore rise from 100 million RMB to 200 million RMB). On completion of the entire capital payment, the Company’s interest in Brunello Cucinelli Lessin Sichuan Fashion Co., Ltd. will increase to 75.5%. This operation forms part of the logic of providing support and development on the Chinese market, which has considerable importance for the Company from a prospective standpoint. Formation of SAM Brunello Cucinelli Monaco On 6th February 2015 the formation of SAM Brunello Cucinelli Monaco was completed. The Company has a 68.67% interest in the new entity, while an independent third party holds 30%. The new boutique in Monaco – Monte Carlo was opened on 18th April 2015. Sale of the Company’s shares by Fedone S.r.l. On 29th January 2015 Fedone S.r.l., the Company’s controlling shareholder, sold 3,494,000 of the Company’s shares, corresponding to 5.14% of its share capital, through an accelerated book building offering reserved for institutional investors. BofA Merrill Lynch acted as sole bookrunner for the placement. As part of the same transaction Fundita S.r.l. sold 350,000 shares to Fedone S.r.l.. Following this operation Fedone S.r.l. and Fundita S.r.l. hold 57% and 2% respectively of the share capital of Brunello Cucinelli S.p.A.. As announced to the market on the same date, Fedone has confirmed its commitment to remain the controlling shareholder of the Company in the very long term. Formation of Brunello Cucinelli Canada Limited Brunello Cucinelli Canada Limited was formed on 9th February 2015. The Company holds a 70% interest in the new entity with the remaining 30% held by IMC Retail Inc. (a company headed by Mr. Massimo Ignazio Caronna, a former partner of the Brunello Cucinelli Group in Cucinelli Holding Co., LLC). Brunello Cucinelli Canada Limited will run the monobrand store to be opened in Vancouver in the second half of 2015 and will also be in charge of managing the Brunello Cucinelli multibrand business in Canada. Increase in share capital by Brunello Cucinelli Brasil Ltda. In May 2015 the Brazilian subsidiary Brunello Cucinelli Brasil Ltda. increased its share capital by Reais 2,400,000 (equivalent to € 698 thousand). The aim of the capital increase is to support the subsidiary, which operates the monobrand store in the well-known Cidade Jardim shopping mall in San Paolo, during its start-up phase. 41 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 RELATED PARTY TRANSACTIONS A detailed description of the related party transactions carried out in the first half of 2015 may be found in the notes to the condensed consolidated half-year financial statements. FINANCIAL RISK MANAGEMENT Details of financial risk management are provided in the section “Other information” of the notes, to which reference should be made. SIGNIFICANT SUBSEQUENT EVENTS No significant events occurred during the period between the balance sheet date of this interim report and the date on which it was approved by the Board of Directors. BUSINESS OUTLOOK We are very satisfied with this first half of the year. We see these numbers as “excellent”, and since two thirds of the year have already gone by we can envisage a beautiful year end. We are about to complete the significant 2013-15 three-year investment plan, which has enabled us to strengthen our company for the years to come. The spring/summer 2016 sales campaign is drawing to a close, reporting particularly positive results. Collections have received excellent feedback. Based upon this, we can envisage a very interesting 2016 too, with double-digit growth. We are deeply convinced, with a sense of responsibility but also with extreme serenity, that our Company’s business strategy – based on apparel products featuring high quality, craftsmanship, manual work, exclusivity, elegance and contemporary character –will still be the keystone making our Made in Italy always appreciated, sought after and leading worldwide. Cav. Lav. Brunello Cucinelli Chairman of the Board of Directors and CEO 42 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AT 30TH JUNE 2015 43 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30TH JUNE 2015 NOTE 30th June 2015 Related 31st December 2014 parties Intangible assets 1 32,579 29,649 Property, plant and equipment 2 90,376 12,510 80,157 11,475 69,823 9,992 Other non-current financial assets 3 5,785 32 4,786 32 3,972 41 (In thousands of Euro) Related parties 30th June 2014 Related parties NON-CURRENT ASSETS Deferred tax assets 22 TOTAL NON-CURRENT ASSETS 30,233 18,475 13,307 12,890 147,215 127,899 116,918 125,114 107,278 CURRENT ASSETS Inventories 4 141,852 Trade receivables 5 64,913 Tax receivables 6 1,637 1,023 2,496 Other current receivables and assets 7 14,010 14,873 12,652 Other current financial assets 8 96 44 38 Cash and cash equivalents 9 57,180 53,635 43,626 Derivative instruments – current assets 10 7 45,051 31 60,112 481 495 200 TOTAL CURRENT ASSETS 280,169 240,235 226,402 TOTAL ASSETS 427,384 368,134 343,320 44 6 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 (In thousands of Euro) SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Share capital Share premium reserve Other reserves Net income for the period attributable to owners of the parent TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS Capital and reserves attributable to noncontrolling interests Net income for the period attributable to non-controlling interests TOTAL SHAREHOLDERS’ EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS TOTAL SHAREHOLDERS’ EQUITY NON-CURRENT LIABILITIES Employees’ termination indemnities Provisions for risks and charges Non-current bank debt Non-current financial liabilities Other non-current liabilities Deferred tax liabilities Derivative instruments – non-current liabilities TOTAL NON-CURRENT LIABILITIES CURRENT LIABILITIES Trade payables Current bank debt Current financial liabilities Tax payables Derivative instruments – current liabilities Other current liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES NOTE 30th June 2015 11 11 11 13,600 57,915 84,101 13,600 57,915 60,182 13,600 57,915 62,261 17,449 33,060 16,618 173,065 164,757 150,394 7,731 6,841 6,427 (1,936) (1,273) (993) 5,795 5,568 5,434 178,860 170,325 155,828 12 13 14 15 16 22 3,137 671 54,897 2,832 6,677 2,112 3,310 947 42,450 2,663 4,908 3,280 3,286 813 30,767 3,529 3,823 3,786 10 302 467 329 70,628 58,025 46,333 11 17 18 19 20 10 21 59,823 75,561 1,596 13,628 7,506 19,782 177,896 248,524 427,384 45 Related parties 243 31st December 2014 62,185 48,709 1,682 1,152 6,244 19,812 139,784 197,809 368,134 Related parties 625 30th June 2014 62,501 54,726 146 5,214 484 18,088 141,159 187,492 343,320 Related parties 1,365 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 30TH JUNE 2015 Six months ended 30th June (In thousands of Euro) NOTE 2015 Net revenues 23 Other operating income 23 Revenues Costs for raw materials and consumables Related parties 2014 200,332 6 175,811 6 316 19 1,219 772 200,648 177,030 24 (29,193) (12) (28,216) Related parties (33) Costs for services 25 (100,217) (1,032) (87,151) (879) Payroll costs 26 (35,956) (145) (29,397) (123) Other operating costs 27 (2,112) (1,272) (6) Own work capitalized 28 558 457 Depreciation and amortization 29 (8,532) (6,322) Impairment of assets and other allocations 30 (344) (833) (175,796) (152,734) 24,852 24,296 Total operating costs Operating income Financial expense 31 (18,261) (3,036) Financial income 32 15,719 1,748 22,310 23,008 (6,797) (7,383) 15,513 15,625 Income before taxation Income taxes 22 Net income for the period Net income for the period attributable to owners of the parent 11 17,449 16,618 Net income for the period attributable to non-controlling interests 11 (1,936) (993) Basic earnings per share (Euro) 33 0.25660 0.24438 Diluted earnings per share (Euro) 33 0.25660 0.24438 46 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30TH JUNE 2015 Six months ended 30th June (In thousands of Euro) 2015 2014 15,513 15,625 Items that may be reclassified subsequently to profit or loss 1,069 (451) Gains/(losses) on cash flow hedges (522) (917) 143 252 Total gains/(losses) on cash flow hedges (379) (665) Exchange differences on translating foreign operations 1,448 214 114 (69) Employees’ termination indemnities (IAS 19 revised) 157 (95) Tax effect (43) 26 Net income for the period (A) Other components of comprehensive income: Tax effect Items that will not be reclassified to profit or loss Total other gains/(losses) net of tax (B) 1,183 (520) 16,696 15,105 Owners of the parent 18,501 16,091 Non-controlling interests (1,805) (986) Total comprehensive income net of tax (A) + (B) Attributable to: 47 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30TH JUNE 2015 Six months ended 30th June (In thousands of Euro) CASH FLOWS FROM OPERATING ACTIVITIES Net income for the period Adjustments to reconcile net income for the period to cash flows from (used in) operating activities: Depreciation and amortization Provisions for employees’ termination indemnities Provisions for risks and charges / inventory obsolescence / doubtful accounts Change in other non-current liabilities (Gains)/losses on the disposal of fixed assets Payment of termination indemnities Payment of provisions for risks and charges Net change in deferred tax assets and liabilities Change in fair value of financial instruments Change in operating assets and liabilities: Trade receivables Inventories Trade payables Other current assets and liabilities NET CASH (USED IN) OPERATING ACTIVITIES (A) CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment Additions to intangible assets Additions to financial assets Acquisition of SAS White Flannel, net of cash acquired Acquisition of Pearl Flannel S.p.r.l., net of cash acquired Acquisition of the business from d'Avenza Fashion S.p.A., net of cash acquired Disposal of property, plant and equipment and key money NET CASH (USED IN) INVESTING ACTIVITIES (B) CASH FLOWS FROM FINANCING ACTIVITIES Disbursement of long-term loans Repayment of long-term loans Net change in short-term financial liabilities Net change in long-term financial liabilities Dividends paid Change in shareholders’ equity NET CASH FROM FINANCING ACTIVITIES (C) TOTAL CASH FLOW (D=A+B+C) EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS (E) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD (F) CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (G=D+E+F) Additional information: Interest paid Income tax paid 48 2015 2014 15,513 15,625 8,532 9 335 1,377 29 (25) – (6,109) 590 6,322 115 675 1,767 (722) (101) (130) (2,595) 813 (19,719) (12,957) (6,978) 12,360 (7,043) (17,313) (11,668) (1,960) 1,533 (7,639) (14,970) (4,602) (1,111) – – – 479 (20,204) (14,913) (2,804) (531) (549) (443) (84) 2,063 (17,261) 27,255 (21,658) 32,344 30 (8,209) 47 29,809 2,562 983 53,635 57,180 39,888 (13,308) 7,817 – (7,955) 3,335 29,777 4,877 73 38,676 43,626 1,191 1,472 892 7,793 – – Additional paid-in capital 1,179 Translation reserve – 2,496 49 – – (240) – (33) (38) 57,915 (233) 59,574 2,720 30,117 (7,480) 30th June 2014 13,600 359 (734) (734) 37,942 Other reserves Other changes Change in consolidation scope (SAS White Flannel) Operation under common control (Brunello Cucinelli Belgium S.p.r.l.) Payments made by non-controlling interests (Brunello Cucinelli Lessin (Sichuan) Fashion Co., Ltd. and Brunello Cucinelli Japan Co., Ltd.) Dividends paid Allocation of net income 207 – 57,915 Total comprehensive income – 2,361 207 – 13,600 Other gains/(losses) Net income for the period 31st December 2013 Translation reserve (In thousands of Euro) Additional paid-in capital Legal reserve Share capital 30th June 2015 Share premium reserve 1 78,885 2,720 13,600 Other changes 17,449 16,618 (30,476) 16,618 16,618 30,476 Net income for the period 150,394 (38) – (233) – (7,480) – 16,091 (527) 16,618 142,054 Total Group equity 173,065 1 57,915 (2,034) (8,160) – 18,501 1,052 17,449 164,757 Total Group equity – (2,034) Operation under common Control (Brunello Cucinelli Lessin (Sichuan) Fashion Co., Ltd.) (33,060) 17,449 17,449 33,060 Net income for the period Third party share capital paid-in (SAM Brunello Cucinelli Monaco) 33,060 (8,160) Allocation of net income (265) (265) 56,283 Other reserves Dividends paid 1,317 – 57,915 Share premium reserve Total comprehensive income – 2,720 Legal reserve 1,317 – 13,600 Share capital Other gains/(losses) Net income for the period 31st December 2014 (In thousands of Euro) 5,434 – 167 232 3,336 (475) – (986) (7) (993) 3,160 Total noncontrolling interests’ equity 5,795 – 47 2,034 (49) – (1,805) 131 (1,936) 5,568 Total noncontrolling interests’ equity CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED 30TH JUNE 2015 155,828 (38) 167 (1) 3,336 (7,955) – 15,105 (520) 15,625 145,214 Total shareholders’ equity 178,860 1 47 – (8,209) – 16,696 1,183 15,513 170,325 Total shareholders’ equity HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTES TO THE FINANCIAL STATEMENTS 50 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 1. BASIS OF PREPARATION 1.1 CONTENTS AND FORMAT OF THE CONSOLIDATED FINANCIAL STATEMENTS These condensed consolidated half-year financial statements have been prepared in accordance with article 154ter of Legislative Decree no. 58 of 24th February 1998 (the Consolidated Finance Act or TUF) as amended and were approved by the Company’s board of directors on 26th August 2015. The condensed consolidated half-year financial statements at 30th June 2015 consist of the consolidated statement of financial position, consolidated income statement, consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of changes in shareholders’ equity. The consolidated statement of financial position at 31st December 2014 and the consolidated income statement for the six months ended 30th June 2014 are provided for comparative purposes. The currency used is the Euro and all amounts are rounded to thousands of Euro unless otherwise stated. The consolidated statement of financial position is presented with an increasing liquidity financial classification where: – non-current assets comprise asset balances with a realization cycle of over twelve months and consist of intangible assets, property, plant and equipment and financial assets; – current assets comprise asset balances with a realization cycle of up to twelve months; – non-current liabilities comprise liabilities to be settled after more than twelve months, including financial liabilities, provisions for risks and charges and the Italian employees’ termination indemnity (TFR); – current liabilities comprise liabilities to be settled within twelve months, including the short-term portion of long-term loans, provisions for risks and charges and the Italian employees’ termination indemnity (TFR). Expenses in the consolidated income statement are presented using a classification based on their nature. The consolidated cash flow statement has been prepared using the indirect method and is presented in accordance with IAS 7, classifying cash flows between those arising from operating, investing and financing activities. With reference to Consob Resolution no. 15519 of 27th July 2006 and Communication no. DEM 6064293 of 28th July 2006, significant related party balances and transactions are presented in the financial statements to provide users with more complete information. 1.2 STATEMENT OF COMPLIANCE WITH IFRS The condensed consolidated half-year financial statements for the six months ended 30th June 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated half-year financial statements do not include all the disclosures required for annual statements and as a result should be read in conjunction with the Group’s annual consolidated financial statements for the year ended 31st December 2014. 51 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 2. CONSOLIDATION SCOPE The condensed consolidated half-year financial statements consist of the financial position, results and cash flows of the parent company Brunello Cucinelli S.p.A. and its Italian and non-Italian subsidiaries, identified as a whole as the Brunello Cucinelli Group, as of and for the six months ended 30th June 2015. The consolidated financial statements have been prepared from the accounting situations of the Company and its subsidiaries, adjusted as necessary to comply with IFRS. Control is obtained if the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. More specifically, the Group controls an investee if and only if it has: – power over the investee (meaning existing rights that give it the current ability to direct the relevant activities of the investee); – exposure, or rights, to variable returns from involvement with the investee; and – the ability to use power over the investee to affect the amount of its returns. If the Group holds less than the majority of the voting rights (or similar rights) it considers all the facts and circumstances relevant for establishing whether it controls the investee, including: – contractual agreements with other holders of voting rights; – rights deriving from contractual agreements; – the Group’s voting rights and potential voting rights . The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. The consolidation of an investee begins on the date the Group obtains control of an investee and ceases when the Group loses that control. The assets, liabilities, income and expenses of the investee acquired during a period are included in the consolidated statement of comprehensive income from the date on which the Group obtains control of an investee to the date on which the Group no longer exercises that control. All intragroup balances and transactions, including any unrealized profits and losses arising from transactions with companies of the Brunello Cucinelli Group, are eliminated. Acquisitions of subsidiaries are accounted for using the purchase method, which involves allocating the cost of the business combination to the fair value of the assets, liabilities and contingent liabilities acquired at the acquisition date and including the results of the acquired company from the acquisition date to the balance sheet date. The profits and equity of non-controlling interests represent the portion of profit or loss or equity relating to net assets not held by the Group and are shown as a distinct item in the consolidated income statement, the consolidated statement of comprehensive income and the consolidated statement of financial position, separate from the Group’s profits and equity. At 30th June 2015 the Brunello Cucinelli Group did not hold any investments in associates (associated companies in which the Group holds at least 20% of the voting rights or exerts significant influence, but not control or joint control, over financial and operational policies) or joint ventures (defined as a contractual 52 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 arrangement whereby two or more parties undertake an economic activity that is subject to joint control within the meaning of IFRS 11). The following table summarizes information for subsidiaries at 30th June 2015, providing the company’s name, its registered office and the percentage of share capital directly or indirectly held by the Brunello Cucinelli Group. Company name Registered office Currency Brunello Cucinelli USA, Inc. Brewster (NY) – USA US dollar Brunello Cucinelli Europe S.r.l. Corciano (PG) – Italy Brunello Cucinelli Belgium S.p.r.l. Brussels – Belgium Brunello Cucinelli France Sarl Capital in currency units Percentage holding Direct Indirect 1,500 100% Euro 100,000 100% Euro 20,000 Paris – France Euro 200,000 2.00% 98.00% Brunello Cucinelli GmbH Munich – Germany Euro 200,000 2.00% 98.00% Brumas Inc. Brewster (NY) – USA US dollar 5,000 51.00% Cucinelli Holding Co, LLC Brewster (NY) – USA US dollar 1,182,967 70.00% Brunello Cucinelli Retail Spain SL Madrid – Spain Euro 200,000 5.00% 95.00% Brunello Cucinelli Suisse S.A. Lugano – Switzerland Swiss franc 200,000 2.00% 98.00% 100.00% Max Vannucci S.r.l. Perugia – Italy Euro Brunello Cucinelli Japan Co., Ltd Tokyo – Japan Japanese yen Brunello Cucinelli Retail Deutschland GmbH Munich – Germany Euro 200,000 Brunello Cucinelli Netherlands B.V. Amsterdam – Holland Euro 200,000 2.00% Brunello Cucinelli Lessin (Sichuan) Fashion Co., Ltd. Chengdu – China RMB 155,000,000 68.40% Brunello Cucinelli Hellas S.A. Athens – Greece Euro 24,000 35,000 Brunello Cucinelli Austria GmbH Vienna – Austria Euro Brunello Cucinelli England Ltd. London – United Kingdom Pound sterling Brunello Cucinelli Hong Kong Ltd. Hong Kong Hong Kong dollar Brunello Cucinelli Lessin (Macau) Fashion Co., Ltd. Macau MOP 118,000 180,000,000 51.00% 75.00% 70.00% 98.00% 51.00% 2.00% 700 98.00% 70.00% 2,000,000 51.00% 5,000,000 51.00% Pinturicchio S.r.l. Corciano (PG) – Italy Euro 100,000 2.00% 98.00% Brunello Cucinelli Brasil Ltda. San Paolo – Brazil BRL 8,700,000 98.00% 2.00% SAS White Flannel Cannes – France Euro 50,000 SAM Brunello Cucinelli Monaco Principality of Monaco Euro 150,000 Brunello Cucinelli Canada Limited Vancouver – Canada Canadian dollar 100 70.00% 68.67% 70.00% The only changes in the consolidation scope taking place in the first half of 2015 arose from the formation of SAM Brunello Cucinelli Monaco and Brunello Cucinelli Canada Limited. 53 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 3. ACCOUNTING STANDARDS 3.1INTRODUCTION The condensed consolidated half-year financial statements for the six months ended 30th June 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting. The accounting principles and policies used by the Group in the preparation of the condensed consolidated half-year financial statements at 30th June 2015 are consistent with those used to prepared the annual consolidated financial statements at 31st December 2014 and reflect the adoption of any new or revised standards issued by the International Accounting Standards Board (IASB) or interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), applied from 1st January 2015 as discussed below. The condensed consolidated half-year financial statements do not include all the disclosures required for annual statements and as a result should be read in conjunction with the Group’s annual consolidated financial statements for the year ended 31st December 2014. There have been no changes in the process for determining the estimates and assumptions used in preparing the annual financial statements. The Group has not early adopted any new standards, interpretations or revised standards that have been issued but are not yet effective. 3.2 CHANGES IN ACCOUNTING STANDARDS, NEW ACCOUNTING STANDARDS, CHANGES IN ESTIMATE AND RECLASSIFICATIONS Amendments to IAS 19 Defined Benefit Plans: Employee Contributions IAS 19 requires an entity to consider the contributions made by employees or third parties when defined benefit plans are accounted for. When contributions are linked to service, they must be attributed to the service period as negative benefits. The amendment clarifies that if the amount of the contributions is independent of the number of years of service, the entity is permitted to recognize these contributions as a reduction in the service cost in the period in which the service is rendered instead of allocating them to the service period. This amendment is applicable to periods beginning on or after 1st July 2014. IFRIC 21 Levies IFRIC 21 is effective for years beginning on or after 1st January 2015 and is applicable retrospectively. The interpretation applies to all levies imposed by governments which do not fall within the scope of other standards (such as IAS 12 Income Taxes) and to fines or other penalties that are imposed for breaches of the legislation. The interpretation clarifies that an entity should not recognize a liability before the obliging event occurs which triggers the payment, in accordance with applicable law. The interpretation also clarifies that the liability only accrues progressively if the obliging event occurs over a period of time prescribed by law. For payments which fall due only on exceeding a minimum threshold, the liability is only recognized on reaching that threshold. The interpretation requires an entity to apply the same recognition principles in its interim financial statements. 54 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Annual improvements to IFRSs 2010-2012 cycle These improvements are effective from 1st July 2014 and are not expected to have a material effect for the Group. They consist of the following: IFRS 2 Share-based Payment – This amendment is applicable prospectively and clarifies various issues relating to the definition of a performance condition and a service condition that represent vesting conditions, specifying amongst other things the following: – a performance condition must contain a service condition; – a performance target must be met while the counterparty is rendering service; – a performance target may relate to the operations or activities of an entity, or to those of another entity in the same group; – a performance condition may be a market or non-market condition; – if the counterparty, regardless of the reason, ceases to provide service during the vesting period, the service condition is not satisfied. IFRS 3 Business Combinations – This amendment is applicable prospectively and clarifies that all agreements for contingent consideration in a business combination must be subsequently measured at fair value through profit or loss whether or not this consideration falls within the scope of IFRS 9 (or IAS 39). IFRS 8 Operating Segments – These amendments are applicable prospectively and clarify that: – an entity must make disclosure of the assessments made by management in applying the aggregation criteria provided in paragraph 12 of IFRS 8, including a brief description of the operating segments that have been aggregated/combined and the economic characteristics (for example sales and gross margins) used to assess whether the segments are ‘similar’; – a reconciliation is only needed to be disclosed between segment assets and total assets if the reconciliation is reported to the chief operating decision maker, similar to the disclosure for segment liabilities. IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets – The amendment is applicable retrospectively and clarifies that in IAS 16 and IAS 38 an asset can be revalued on either gross or net book value at the observable dates. In addition, accumulated depreciation/amortization is the difference between the gross carrying amount and the carrying amount of the asset. IAS 24 Related Party Disclosures – The amendment is applicable retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services. 55 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Annual improvements to IFRSs 2011-2013 cycle These improvements are effective from 1st July 2014 and are not expected to have a material effect for the Group. They consist of the following: IFRS 3 Business Combinations – This amendment is applicable prospectively and clarifies with reference to the scope exceptions of IFRS 3 that: – joint arrangements, and not only joint ventures, are outside the scope of IFRS 3; – the scope exception applies only to the accounting in the financial statements of the joint arrangement itself. IFRS 13 Fair Value Measurement – This amendment is applicable prospectively and clarifies that the portfolio exception in IFRS 13 can be applied not only to financial assets and liabilities but also to other contracts falling within the scope of IFRS 9 (or IAS 39). IAS 40 Investment Property – The description of ancillary services in IAS 40 differentiates between investment property and owner-occupied property (for example property, plant and machinery). This amendment is applicable prospectively and clarifies that IFRS 3 is used to determine whether a transaction is the purchase of an asset or a business combination and not the description of ancillary services contained in IAS 40. 3.3 DISCRETIONAL MEASUREMENTS AND SIGNIFICANT ACCOUNTING ESTIMATES The preparation of the condensed consolidated half-year financial statements requires the parent company’s directors to make discretional measurements, estimates and assumptions that affect the amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the reporting date. The actual results could differ from these estimates. The main processes used in making such estimates and discretional measurements relate to the recognition and measurement of the following items. Deferred tax assets Deferred tax assets are recognized for deductible temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases and for unused tax losses to the extent that it is probable that sufficient taxable profit will be available against which these losses can be utilized. A discretional assessment is required by the directors to determine the amount of deferred tax assets that can be recognized, which is based on an estimate of the likely timing and amount of future taxable profits. Liabilities for employee benefits (the employees’ termination indemnity or “TFR”) and the agents’ supplementary termination indemnity provision The employees’ termination indemnity (TFR) and the agents’ supplementary termination indemnity provision for the Group’s Italian companies are measured using actuarial valuations. These valuations require assumptions to be made about discount rates, staff turnover and mortality rates. Because of the long-term nature of these plans, these estimates are subject to a significant degree of uncertainty. 56 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Allowance for doubtful debts The allowance for doubtful debts represents management’s best estimate, on the basis of information available at the date of preparation of the financial statements, of the amount required to adjust receivables to their estimated realizable value. Useful lives of tangible and intangible fixed assets and impairment testing The depreciation and amortization of property, plant and equipment and intangible assets with a finite useful life and the forward-looking data used for impairment testing require discretional estimates to be made by the directors. Such estimates are reviewed at every year end to ensure that the carrying amounts reflect the best estimates of the costs to be incurred by the Group, and in case of significant discrepancies the amounts are revised and updated. Reference should be made to the paragraph “Impairment” below for a discussion of impairment testing. Derivative instruments The measurement of derivative instruments recognized as assets and liabilities requires the use of estimates and assumptions. The way in which fair value is determined and the risk inherent in derivative contracts to hedge currency risk and interest rate risk is managed are illustrated in the specific paragraph on “Derivative instruments” of these notes. The estimates and assumptions considered are reviewed constantly and the effects of any changes are recognized immediately. Estimates and assumptions are made by directors with the support of the company functions and, where appropriate, of independent professionals, and are reviewed from time to time. 3.4 TRANSLATION OF FINANCIAL STATEMENTS IN A CURRENCY OTHER THAN THE EURO AND ITEMS IN FOREIGN CURRENCY The condensed consolidated half-year financial statements are presented in Euro, the functional and presentation currency adopted by the Company. Each Group entity establishes its own functional currency, which it uses to measure the items included in the individual financial statements. Transactions in foreign currency are initially recognized at the exchange rate (referring to the functional currency) at the transaction date. Monetary assets and liabilities denominated in foreign currency are translated to the functional currency at the exchange rate ruling at the balance sheet date. All exchange differences are recognized in profit or loss. Non-monetary items, measured at historic cost in foreign currency, are translated at the exchange rates at the date of the initial recognition of the transaction. The financial statements of foreign companies being consolidated are translated into Euro using the current exchange rate method, under which balance sheet items are translated using the exchange rate at the balance sheet date and income statement items are translated using the average exchange rate for the period. Exchange differences arising from translation are recognized directly in equity and presented in a separate reserve. On the disposal of a foreign company, the cumulative exchange differences in equity are recognized in profit or loss. 57 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following table sets out the exchange rates used for calculating the amounts in Euro that are expressed in foreign currency in the financial statements of subsidiaries (currency amount per Euro): Average exchange rates Closing exchange rates 30th June 2015 30th June 2014 30th June 2015 31st December 2014 30th June 2014 US dollar 1.11579 1.370346 1.1189 1.2141 1.3658 Swiss franc 1.05673 1.221451 1.0413 1.2024 1.2156 134.20424 140.4028 137.01 145.23 138.44 Renmimbi (yuan) 6.940806 8.449966 6.9366 7.5358 8.4722 British pound 0.732325 0.821344 0.7114 0.7789 0.8015 Hong Kong dollar 8.651698 10.629172 8.674 9.417 10.5858 Real 3.310148 3.149871 3.4699 3.2207 3.0002 Canadian dollar 1.377364 (*) 1.3839 (*) (*) Japanese yen (*) Exchange rate not used in the period stated. 3.5 SEASONALITY OR CYCLICITY OF INTERIM OPERATIONS While not showing sharp seasonal or cyclical variations in total annual sales, the Brunello Cucinelli Group’s business is affected in the course of the year by revenues and costs arising from industrial operations that are not perfectly homogeneous. In addition, the market in which the Group operates is subject to seasonality phenomena typical of retail sales. For these reasons any analysis of the half-year results and economic, balance sheet and financial ratios is not fully representative and it would be inappropriate to consider the half-year indices as a proportional share of the whole year. 58 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 4. COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION NOTE 1. Intangible assets The composition of intangible assets at 30th June 2015 with comparative figures at 31st December 2014 is as follows: (In thousands of Euro) 30th June 2015 31st December 2014 Change 3,092 1,837 1,255 28,920 26,797 2,123 222 204 18 Concessions, trademarks, licenses and similar rights Key money Other intangible assets Assets under formation and advances Total intangible assets 345 811 (466) 32,579 29,649 2,930 Details of the cost, accumulated amortization and net book value of intangible assets at 30th June 2015 with comparative figures at 31st December 2014 are as follows: 30th June 2015 (In thousands of Euro) 31st December 2014 Cost Accum. amort.n Net book value Cost Accum. amort.n Net book value 6,642 (3,550) 3,092 5,025 (3,188) 1,837 43,793 (14,873) 28,920 39,357 (12,560) 26,797 Other intangible assets 685 (463) 222 615 (411) 204 Assets under formation and advances 345 – 345 811 – 811 51,465 (18,886) 32,579 45,808 (16,159) 29,649 Concessions, trademarks, licenses and similar rights Key money Total intangible assets This item amounting to € 32,579 thousand at 30th June 2015 consists mainly of the key money paid to obtain the availability under lease arrangements of commercial properties situated in prestigious locations either by taking over the existing contracts or by obtaining the withdrawal of the lessees in order to enter new agreements with the lessors. 59 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following tables provide changes in the individual items of intangible assets for the half-year to 30th June 2015: (In thousands of Euro) Concessions, licenses, trademarks and similar rights Key money Other intangible assets Assets under formation and advances Total intangible assets 1st January 2015 1,837 26,797 204 811 29,649 Purchases 1,237 2,949 70 346 4,602 Net decreases – – – – – Translation differences – 673 – 7 680 Change in consolidation scope – – – – – 379 440 – (819) – Amortization charge (361) (1,939) (52) – (2,352) 30th June 2015 3,092 28,590 222 675 32,579 Reclassifications Increases in the first half of 2015 consist mainly of key money paid by the Brunello Cucinelli Group for a total of € 2,949 thousand. The items “Concessions, licenses, trademarks and similar rights” and “Assets under formation and advances” include increases totaling € 1,379 thousand relating to investments made in information technology systems. There was no indication during the period that any intangible assets were impaired. NOTE 2. Property, plant and equipment The composition of property, plant and equipment at 30th June 2015 with comparative figures at 31st December 2014 is as follows: 30th June 2015 31st December 2014 Change 2,965 2,026 939 Buildings 39,554 37,563 1,991 Leasehold improvements (In thousands of Euro) Land 30,624 24,467 6,157 Plant and machinery 3,838 3,867 (29) Industrial and commercial equipment 1,726 1,602 124 Historical collection 2,187 1,813 374 Other assets 7,165 6,917 248 Assets under construction and advances 2,317 1,902 415 90,376 80,157 10,219 Total property, plant and equipment 60 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Details of the cost, accumulated depreciation and net book value of property, plant and equipment at 30th June 2015 with comparative figures at 31st December 2014 are as follows: 30th June 2015 (In thousands of Euro) Land 31st December 2014 Cost Accum. dep.n Net book value Cost Accum. dep.n Net book value 2,965 – 2,965 2,026 – 2,026 Buildings 43,714 (4,160) 39,554 41,096 (3,533) 37,563 Leasehold improvements 50,952 (20,328) 30,624 41,626 (17,159) 24,467 Plant and machinery 9,785 (5,947) 3,838 9,298 (5,431) 3,867 Industrial and commercial equipment 3,519 (1,793) 1,726 3,040 (1,438) 1,602 Historical collection Other assets Assets under construction and advances Total property, plant and equipment 2,187 – 2,187 1,813 – 1,813 14,284 (7,119) 7,165 13,077 (6,160) 6,917 2,317 – 2,317 1,902 – 1,902 129,723 (39,347) 90,376 113,878 (33,721) 80,157 Changes in the net book value of property, plant and equipment for the half-year to 30th June 2015 were as follows: (In thousands of Euro) Land Buildings Leasehold improvements 1st January 2015 2,026 37,563 24,467 3,867 1,602 1,813 6,917 1,902 80,157 939 2,365 7,158 435 454 374 952 2,293 14,970 Net decreases – – – – (42) – (104) – (146) Translation differences – – 1,226 34 6 – 229 80 1,575 Change in consolidation scope – – – – – – – – – – 181 (1,958) – – (1,010) – (6,180) 2,317 90,376 Purchases Plant and Industrial and machinery commercial equipment Reclassifications – 253 1,524 – – Depreciation – (627) (3,751) (498) (294) 2,965 39,554 30,624 3,838 1,726 30th June 2015 61 Historical collection 2,187 7,165 Other Assets under assets construction and advances HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 In the first half of 2015 the Brunello Cucinelli Group made investments of € 14,970 thousand in property, plant and equipment, consisting principally of the following: – expenditure of € 7,918 thousand arising mainly from the opening of directly operated stores and wholesale monobrand stores (above all concentrated in Europe, the USA and Greater China) and improvements to these; – expenditure of € 1,406 thousand mainly relating to the purchase of furniture and fittings for the new factory, new equipment for the “menswear” project at the Carrara factory (sewing machines, fabric cutting machines, etc.), computers and office machines and motor vehicles, as well as to equipment for developing the information technology system (€ 213 thousand); – expenditure for the purchase of the property located in the Avenza district in the Municipality of Carrara where the Brunello Cucinelli Group (through its subsidiary Pinturicchio S.r.l.) produces menswear, as well as for the work carried out on the production facilities and the construction of the new factory for production and logistics, located in Solomeo, for a total of € 3,353 thousand. – expenditure of € 2,293 thousand on assets under construction, of which € 2,286 thousand relating to expenditure incurred in the six months ended 30th June 2015 by the subsidiaries managing the Brunello Cucinelli boutiques. There was no indication during the period that any items of property, plant and equipment were impaired. NOTE 3. Other non-current financial assets The composition of other non-current financial assets at 30th June 2015 with comparative figures at 31st December 2014 is as follows: 30th June 2015 31st December 2014 Change Guarantee deposits 5,785 4,786 999 Total other non-current financial assets 5,785 4,786 999 (In thousands of Euro) Other non-current financial assets consist of guarantee deposits which mainly relate to amounts paid by the Brunello Cucinelli Group on signing lease agreements for monobrand stores. The increase of € 1,111 thousand for the period is due to the opening of new stores. 62 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 4. Inventories The composition of inventories al 30th June 2015 with comparative figures at 31st December 2014 is as follows: 30th June 2015 31st December 2014 Change 26,952 25,576 1,376 9,870 8,763 1,107 Finished goods and merchandise 105,030 90,775 14,255 Total inventories 141,852 125,114 16,738 (In thousands of Euro) Raw materials and consumables Work in progress and semi-finished goods The increase in inventories, which mainly relates to finished goods, is essentially due to an increase in the number of stores over 31st December 2014. Detailed comments on changes in working capital can be found in the report on operations. NOTE 5. Trade receivables At 30th June 2015 trade receivables amounted to € 64,913 thousand compared to € 45,051 thousand at 31st December 2014. Detailed comments on changes in working capital may be found in the report on operations. Trade receivables represent amounts due for the supply of goods and services and all fall due in the short term. The amount by which receivables in the financial statements have been written down is a reasonable estimate of the impairment arising from the specific non-collectibility risk identified in these receivables. Changes in the allowance for doubtful debts for the six months ended 30th June 2015, with a comparison for the year ended 31st December 2014, are as follows: 30th June 2015 31st December 2014 1,814 1,358 Allocations 630 1,339 Utilizations (190) (883) Allowance for doubtful debts 2,254 1,814 (In thousands of Euro) Allowance for doubtful debts – 1st January The allocations and utilizations for the period are included under the line item “Impairment of assets and other provisions” in the income statement. 63 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 6. TAX RECEIVABLES Tax receivables at 30th June 2015 with comparative figures at 31st December 2014 are as follows: 30th June 2015 31st December 2014 Change IRES corporate income tax receivables 30 – 30 IRAP regional production tax receivables 18 – 18 Other tax receivables 1,589 1,023 566 Total tax receivables 1,637 1,023 614 (In thousands of Euro) Tax receivables amounted to € 1,637 thousand at 30th June 2015. The balance mainly relates to the subsidiaries Brunello Cucinelli USA, Inc., Brunello Cucinelli France Sarl, SAS White Flannel and Brunello Cucinelli Hong Kong Ltd. and a receivable of € 711 thousand recognized at 31st December 2013 by the parent company following the filing of an application for the refund of IRES corporate income tax and IRPEF personal income tax and the related surcharges paid as the result of the fact that IRAP regional production tax charged on the costs incurred for employees and similar personnel was not originally deductible for IRES purposes; this was subsequently permitted by a provision of the Tax Revenue Office of 17th December 2012 implementing article 2 of Decree Law no. 201 of 2011 (the Monti decree). NOTE 7. Other current receivables and assets Other current receivables and assets were as follows at 30th June 2015 together with comparative figures at 31st December 2014: 30th June 2015 31st December 2014 Change 918 4,709 (3,791) Due from others 7,710 6,180 1,530 Prepayments and accrued income (In thousands of Euro) Due from the tax authorities 4,445 2,917 1,528 Advances to suppliers 315 487 (172) Due from agents 622 580 42 14,010 14,873 (863) Other current receivables and assets Other current receivables and assets, amounting to € 14,010 thousand at 30th June 2015 and € 14,873 at 31st December 2014, consist mainly of (i) amounts due from the Italian tax authorities for VAT and from non-Italian tax authorities, (ii) prepayments and accrued income, mostly arising from advance payments made for catalogues for the spring/summer collection, which will be delivered in the second half of the year and from operating lease instalments, (iii) receivables for amounts collected by credit card before the balance sheet date but not yet credited to the Group’s bank accounts at that date and (iv) amounts advanced by the parent company to sales agents for commissions. 64 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 8. Other current financial assets Other current financial assets amounting to € 96 thousand at 30th June 2015 relate to accrued income on outstanding loans at period end. NOTE 9. Cash and cash equivalents Cash and cash equivalents were as follows at 30th June 2015 together with comparative figures at 31st December 2014: (In thousands of Euro) Bank and post office deposits 30th June 2015 31st December 2014 Change 56,964 53,202 3,762 193 158 35 23 275 (252) 57,180 53,635 3,545 Cash and other valuables Checks Total cash and cash equivalents The above balances can be readily converted into cash and are subject to an insignificant risk of change in value. The Brunello Cucinelli Group believes that the credit risk on cash and cash equivalents is limited because this item refers mainly to deposits held in various domestic and foreign banks. Reference should be made to the cash flow statement for details of the sources and applications that generated changes in cash and cash equivalents in the six months ended 30th June 2015. NOTE 10. Derivative instruments The Brunello Cucinelli Group enters into certain derivative contracts to hedge the interest rate risk on its bank debt and the foreign exchange risk on sales made in currencies other than the Euro. The Company takes these contracts out solely for hedging purposes, as the Group’s financial management policy does not permit trading in financial instruments for speculative purposes. Derivative financial instruments meeting the requirements of international accounting standards are accounted for using hedge accounting. Changes in the fair value of derivative financial instruments not qualifying for hedge accounting under international accounting standards are recognized in profit or loss in the relevant reporting period. The interest rate and currency derivatives used by the Company are over the counter (OTC) instruments, meaning those negotiated bilaterally with market counterparties, and the determination of the relative current value is based on valuation techniques that use observable input parameters (such as rate curves, foreign exchange rates, etc.) as a reference market (level 2 of the fair value hierarchy included in IFRS 7). 65 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following is noted for outstanding financial instruments at 30th June 2015: – all financial instruments at fair value form part of Level 2 (the same situation existed in 2014); – there were no transfers from Level 1 to Level 2 or vice versa in 2015; – there were no transfers from Level 3 to other levels or vice versa in 2015. Derivatives are measured by taking as a reference the interest rates and yield curves observable at commonly quoted intervals. Details of the composition of “derivative instruments – current assets”, “derivative instruments - current liabilities” and “derivative instruments – non-current liabilities at 30th June 2015 are set out below, with comparative figures at 31st December 2014. 30th June 2015 31st December 2014 Change 481 495 (14) – Current assets for derivative instruments hedging interest rate risk accounted for using hedge accounting – – – – Current assets for derivative instruments hedging interest rate risk not accounted for using hedge accounting – – – 481 495 (14) (7,137) (5,900) (1,237) (369) (344) (25) – – – (7,506) (6,244) (1,262) – – – (302) (467) 165 – – – (302) (467) 165 (In thousands of Euro) Current assets for derivative instruments hedging currency risk currency risk Current assets for derivative instruments hedging interest rate risk: interest rate risk Total derivative instruments – current assets Current liabilities for derivative instruments hedging currency risk Current liabilities for derivative instruments hedging interest rate risk – Current liabilities for derivative instruments hedging interest rate risk accounted for using hedge accounting – Current liabilities for derivative instruments hedging interest rate risk not accounted for using hedge accounting Total derivative instruments – current liabilities Non-current liabilities for derivative instruments hedging currency risk Non-current liabilities for derivative instruments hedging interest rate risk – Non-current liabilities for derivative instruments hedging interest rate risk accounted for using hedge accounting – Non-current liabilities for derivative instruments hedging interest rate risk not accounted for using hedge accounting Total derivative instruments – non-current liabilities 66 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The contractual features and the relative fair value of derivative financial instruments hedging interest rate risk at 30th June 2015 and 31st December 2014 are as follows: Derivative instruments hedging interest rate risk accounted for using hedge accounting Fair value 31st December 2014 Fair value 30th June 2015 Counterparty Type Start date Expiry date MPS IRS 31/12/2009 31/12/2015 Notional capital (Euro/000) Current portion Noncurrent portion Current portion Noncurrent portion 962 (8) – (16) – BNL IRS 12/01/2010 31/12/2018 3,272 (56) (80) (59) (106) Intesa Sanpaolo Fix Payer Swap 12/01/2010 31/12/2018 3,272 (56) (80) (59) (106) UBI Banca IRS 21/05/2010 11/05/2015 1,000 – – (1) – Cassa di Risp. Di Parma e Piacenza IRS 19/08/2010 19/08/2015 2,000 (1) – (2) – Deutsche Bank IRS 11/04/2013 31/03/2016 1,600 (1) – (2) – Banco Popolare IRS 31/07/2013 15/06/2018 2,000 (14) (10) (14) (14) BNL IRS 31/05/2014 31/05/2019 20,000 (67) (51) (67) (82) UniCredit IRS 30/06/2014 28/06/2019 10,000 (52) (50) (54) (73) Banco Popolare IRS 31/07/2014 15/06/2019 5,000 (23) (14) (20) (22) UniCredit IRS 31/10/2014 31/10/2018 10,000 (40) (27) (33) (48) BNL IRS 31/12/2014 31/12/2019 7,380 (17) (3) (15) (14) MPS IRS 29/01/2015 31/03/2020 5,000 (11) 4 – – Cariparma IRS 31/03/2015 31/12/2019 2,800 (4) 4 – – Banca Popolare Ancona (UBI) IRS 08/04/2015 08/04/2019 3,000 (4) 2 – – Intesa Sanpaolo IRS 30/06/2015 30/06/2020 5,000 (15) 3 – – Cariparma IRS 08/10/2014 31/03/2015 1,000 – – (2) (2) Derivative instruments – current liabilities (369) Derivative instruments – non-current liabilities (344) (302) 67 (467) HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The contractual features and the relative fair value of derivative financial instruments hedging currency risk at 30th June 2015 and 31st December 2014 are as follows: Negative fair value (In thousands of Euro) Positive fair value 30th June 2015 31st December 2014 US dollar 30th June 2015 31st December 2014 (6,041) (5,473) 98 – Swiss franc (110) (29) 59 – British pound (418) (110) – – (21) – 187 495 Hong Kong dollar Japanese yen (255) (277) 37 – Renminbi (202) – 1 – (90) (11) 99 – (7,137) (5,900) 481 495 Canadian dollar Total As required by IFRS 13 a calculation was made of the CVA (credit value adjustment) and DVA (debit value adjustment) for the outstanding derivative financial instruments but the result obtained was not material in terms of recognizing the effects in these financial statements. NOTE 11. Capital and reserves Share capital at 30th June 2015 consisted of 68,000,000 fully paid ordinary shares having a total nominal value of € 13,600 thousand. Shareholders’ equity at 30th June 2015 amounted to € 178,860 thousand, an increase of € 8,535 thousand over 31st December 2014. Changes in equity during the half year arose mainly from comprehensive income for the period and the distribution of a dividend of € 8,160 thousand approved by the general meeting of the shareholders of the parent Brunello Cucinelli S.p.A. on 23 April 2015. A dividend of € 7,480 thousand was approved in the corresponding period of the previous year. Full details of changes in equity for the periods ended 30th June 2015 and 30th June 2014 can be found in the consolidated statement of changes in equity. 68 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Other reserves at 30th June 2015 with comparative figures at 31st December 2014 are as follows: (In thousands of Euro) 30th June 2015 31st December 2014 Change 2,720 2,720 – 84,037 55,748 28,289 3,060 3,060 – Legal reserve Extraordinary reserve Revaluation reserve (2,812) (2,433) (379) IFRS first-time application reserve Cash flow hedge reserve (804) (804) – Reserve for actuarial gains/losses (308) (422) 114 Translation reserve 2,496 1,179 1,317 Consolidated retained earnings (4,288) 1,134 (5,422) Total other reserves 84,101 60,182 23,919 NOTE 12. Liabilities for employee benefits This item consists exclusively of the termination indemnity due to employees of the Group’s Italian companies as provided by article 2120 of the Italian civil code (the Trattamento di Fine Rapporto or TFR). This liability is discounted to present value by the means described in IAS 19 (revised as of 1st January 2013). The following table sets out the movements in liabilities for employee benefits for the period ended 30th June 2015 with comparative figures for the year ended 31st December 2014: (In thousands of Euro) Present value of the obligation at the beginning of the period/year Revaluation as per article 2120 of the Italian civil code Benefits paid Change in consolidation scope Financial (income)/expense 30th June 2015 31st December 2014 3,310 2,854 52 87 (25) (178) – 323 (43) 83 Actuarial (gains)/losses (157) 141 Present value of the obligation at the end of the period/year 3,137 3,310 69 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The main assumptions used in the calculation of the present value of the Italian employees’ termination liability were as follows: Financial and economic assumptions 30th June 2015 31st December 2014 Annual discount rate 2.49% 2.02% Inflation rate 1.75% 1.75% Expected staff turnover rate 8.80% 8.80% Advances rate 1.00% 1.00% 30th June 2015 31st December 2014 Demographic factors Mortality rates TABLE RG48 Retirement age 65 years Turnover rate and advances on the employees’ termination indemnity 30th June 2015 31st December 2014 Advances rate 1% 1% Turnover rate 8.80% 8.80% Workforce The following table sets out the average number of employees by category, expressed in terms of full time equivalent: Managers and middle managers Office and sales staff Factory workers Total workforce 70 30th June 2015 31st December 2014 50.2 43.5 834.1 735.3 467.7 462.0 1,352.0 1,240.8 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 13. Provisions for risks and charges Provisions for risks and charges relate mainly to the agents’ supplementary termination indemnity provision, calculated in accordance with Italian legislation (article 1751-bis of the civil code) and discounted to present value as required by IAS 37. The following table sets out the movements in provisions for risks and charges for the six months ended 30th June 2015 with comparative figures for the year ended 31st December 2014: 30th June 2015 31st December 2014 831 831 Allocations 76 256 Utilizations – (130) (363) (126) Agents’ supplementary termination indemnity provision – end of period/year 544 831 Other provisions for risks and charges 116 116 11 – 671 947 (In thousands of Euro) Agents’ supplementary termination indemnity provision – 1st January Recognized actuarial (gain)/loss Exchange difference Total provisions for risks and charges The main assumptions used in the actuarial calculation of the agents’ supplementary termination indemnity were as follows: 30th June 2015 31st December 2014 Turnover rate – voluntary 6.00% 6.00% Turnover rate – employer initiated 3.00% 3.00% Discount rate 2.49% 1.85% 71 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 14. Non-current bank debt Non-current bank debt consists of long-term loans. The following table provides details of the Brunello Cucinelli Group’s outstanding loans at 30th June 2015, showing the portion due within 12 months, within 5 years and after 5 years: Description Due date Balance at 30th June 2015 Portion due within 12 months Portion due within 5 years Portion due after 5 years Cassa di Risparmio di Lucca, Pisa e Livorno 31-Jul-15 131 131 – – Cariparma 19-Aug-15 105 105 – – Banca Toscana 31-Dec-15 148 148 – – Deutsche Bank 31-Mar-16 400 400 – – Banco Popolare 15-Jun-18 1,500 500 1,000 – UniCredit 31-Oct-18 9,950 – 9,950 – BNL 31-Dec-18 4,225 770 3,455 – Banca Popolare di Spoleto 31-Mar-19 2,109 552 1,557 – Banca Popolare di Ancona (UBI group) 08-Apr-19 2,991 738 2,253 – BNL 28-May-19 15,872 4,000 11,872 – Banco Popolare 15- Jun-19 4,978 1,250 3,728 – UniCredit 30- Jun-19 7,956 2,000 5,956 – Cariparma 31-Dec-19 2,644 589 2,055 – BNL 31-Dec-19 6,626 1,476 5,150 – MPS 31-Mar-20 4,728 1,000 3,728 – Intesa Sanpaolo 30- Jun-20 4,975 1,000 3,975 – SMBC 31-Jul-15 5,839 5,839 – – BNP 08-Aug-15 1,825 1,825 – – CIC Lyonnaise de Banque 15-Apr-17 246 132 114 – HSBC 01-Oct-17 188 84 104 – 77,436 22,539 54,897 – Total non-current bank debt 72 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following table shows the contractual limits of parameters set out in the loan covenants. These are calculated on an annual basis by referring to the consolidated financial statements of Brunello Cucinelli S.p.A.. Loan Reference date Parameter Unicredit Annual (at 31st December) Net financial position / shareholders’ funds <1.00 Unicredit Annual (at 31st December) Net financial position / EBITDA <1.50 BNL Annual (at 31 December) Net financial position / EBITDA <1.00 BNL Annual (at 31 December) Net financial position / equity <0.75 Cassa di Risparmio di Parma Annual (at 31st December) Net financial position / EBITDA <1.00 Cassa di Risparmio di Parma Annual (at 31 December) Net financial position / equity <0.75 Banca Intesa Annual (at 31st December) Net financial position / equity <1.00 Banca Intesa Annual (at 31 December) Net financial position / EBITDA <1.50 UBI Banca Annual (at 31st December) Net financial position / equity <1.00 UBI Banca Annual (at 31 December) Net financial position / EBITDA <1.50 Unicredit Annual (at 31st December) Net financial position / shareholders’ funds <1.00 Unicredit Annual (at 31st December) Net financial position / EBITDA <1.50 st st st st st 73 Limit HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Net debt The following table sets out details of the Brunello Cucinelli Group’s net debt at 30th June 2015 together with comparative figures at 31st December 2014: 30th June 2015 31st December 2014 (193) (158) B. Cash equivalents (56,987) (53,477) C. Cash and cash equivalents (A)+(B) (57,180) (53,635) (In thousands of Euro) A. Cash D. Current financial receivables (96) (44) 75,561 48,709 1,965 2,026 G. Current payables (E)+(F) 77,526 50,735 H. Net current debt (G) + (D) + (C) 20,250 (2,944) I. Non-current bank debt 54,897 42,450 3,134 3,130 K. Net non-current debt (I)+(J) 58,031 45,580 L. Net debt (H) + (K) 78,281 42,636 E. Current bank debt F. Other current financial payables J. Other non-current payables Comments on the above are provided in the report on operations. NOTE 15. Non-current financial payables Non-current financial payables amounted to € 2,832 thousand at 30th June 2015. Of this total, € 1,047 thousand refers to the measurement of the put option for the purchase of the non-controlling portion of Brunello Cucinelli (England) Ltd. and € 1,785 thousand to the loan taken out by the subsidiary Brunello Cucinelli Hong Kong with the non-controlling shareholder . NOTE 16. Other non-current liabilities Other non-current liabilities at 30th June 2015 amounted to € 6,677 thousand compared to € 4,908 thousand at 31st December 2014. The balance refers to amounts due after 12 months arising from the normalization of the rental payments for certain monobrand stores and showrooms in accordance with IAS 17. 74 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 17. Trade payables The composition of trade payables at 30th June 2015 with comparative figures at 31st December 2014 is as follows: 30th June 2015 31st December 2014 Change Trade payables to third party suppliers 59,823 62,185 (2,362) Total trade payables 59,823 62,185 (2,362) (In thousands of Euro) Trade payables represent amounts due for the supply of goods and services. Detailed comments on changes in working capital may be found in the report on operations. NOTE 18. Current bank debt The composition of current bank debt at 30th June 2015 with comparative figures at 31st December 2014 is as follows: 30th June 2015 31st December 2014 Change Current portion of long-term loans 22,539 28,314 (5,775) Bank advances on bills and invoices 50,772 18,389 32,383 2,250 2,006 244 75,561 48,709 26,852 (In thousands of Euro) Bank overdrafts and cash repayable on demand Total current bank debt Bank advances refer to cash advanced on trade invoices for financing operating activities. The current portion of long-term loans refers to the portion of bank loans falling due within 12 months. NOTE 19. Current financial payables Current financial payables at 30th June 2015 amount to € 1,596 thousand and mainly relate to the debt for the purchase of 45% of SAS White Flannel (€ 1,500 thousand) and accrued expenses on outstanding loans. (In thousands of Euro) 30th June 2015 31st December 2014 Change 1,558 1,552 6 38 130 (92) 1,596 1,682 (86) Current financial payables Accrued loan interest Total current financial payables 75 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 20. Tax payables Tax payables at 30th June 2015 amounted to € 13,628 thousand, compared to € 1,152 thousand at 31st December 2014, of which € 6.3 million was paid in July 2015 in accordance with current legislation. NOTE 21. Other current liabilities The composition of other current liabilities at 30th June 2015with comparative figures at 31st December 2014 is as follows: (In thousands of Euro) 30th June 2015 31st December 2014 Change Due to agents 4,642 5,459 (817) Due to others 4,748 6,232 (1,484) Due to employees 5,517 3,719 1,798 Social security payables 2,237 3,012 (775) Due to the tax authorities for VAT 1,901 629 1,272 737 761 (24) 19,782 19,812 (30) Accrued expenses and deferred income Total other current liabilities Other current liabilities consist of: (i) accrued commissions due by the Group to agents but not yet paid at the balance sheet date, (ii) balances due to employees for June wages and salaries, paid during the first few days of July, (iii) the accrual for vacation leave vested but not yet taken, (iv) social security charges on remuneration and (v) amounts due to the tax authorities for VAT. 76 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 22. Taxation DEFERRED TAX ASSETS AND LIABILITIES The composition of deferred tax assets and liabilities at 30th June 2015, with comparative figures at 31st December 2014, was as follows: 30th June 2015 31st December 2014 Change Deferred tax assets 18,475 13,307 5,168 Deferred tax liabilities (2,112) (3,280) 1,168 (In thousands of Euro) INCOME TAXES The composition of the income tax charge in the consolidated income statement is as follows: (In thousands of Euro) 30th June 2015 30th June 2014 Change Current taxation 12,919 9,981 2,938 Net deferred tax (income)/expense (6,122) (2,598) (3,524) – – – 6,797 7,383 (586) Prior year taxation Income taxes in the consolidated income statement Income taxes in comprehensive income (100) (278) 178 Total income taxes 6,697 7,105 (408) In accordance with paragraph 16A(c) of IAS 34 the Group has presented the most significant items of the Group’s income tax charge, considering this information useful for an understanding of the total balance reported in the condensed consolidated half-year financial statements. 77 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 5. COMMENTS ON THE MAIN ITEMS OF THE CONSOLIDATED INCOME STATEMENT NOTE 23. Revenues The composition of revenues for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: (In thousands of Euro) Net revenues 30th June 2015 30th June 2014 Change 200,332 175,811 24,521 316 1,219 (903) 200,648 177,030 23,618 Other operating income Total revenues Net revenues are earned from the sale of clothing and accessories of the Brunello Cucinelli Group. Detailed comments may be found in the report on operations. Net revenues may be analyzed by geographical area as follows: Six months ended 30th June (In thousands of Euro) Italy Change 2015 % 2014 % 2015 vs. 2014 2015 vs. 2014 % 646 1.8% 36,906 18.4% 36,260 20.6% (1) 63,213 31.6% 60,048 34.2% 3,165 5.3% North America (2) 69,692 34.8% 55,416 31.5% 14,276 25.8% Europe Greater China (3) 11,867 5.9% 10,367 5.9% 1,500 14.5% Rest of the World (RoW) (4) 18,654 9.3% 13,720 7.8% 4,934 36.0% 200,332 100.0% 175,811 100.0% 24,521 13.9% Total (1) “Europe” refers to the member states of the European Union (excluding Italy), San Marino, Monaco, Switzerland, Liechtenstein, Norway, the Russian Federation, the Ukraine, Turkey, Uzbekistan, Kazakhstan, Georgia, Serbia and Montenegro, Azerbaijan, Andorra, Armenia, Belarus and Romania. (2) “North America” refers to the United States of America and Canada. (3) “Greater China” refers to the People’s Republic of China, Hong Kong, Macau and Taiwan. (4) “Rest of the World” refers to all the other countries where the Group makes sales, other than the above. Net revenues may be analyzed by distribution channel as follows: Six months ended 30th June (In thousands of Euro) Change 2015 % 2014 % 2015 vs. 2014 2015 vs. 2014 % Retail 84,768 42.3% 62,350 35.5% 22,418 36.0% Wholesale monobrand 21,960 11.0% 21,833 12.4% 127 0.6% Wholesale multibrand Total 93,604 46.7% 91,628 52.1% 1,976 2.2% 200,332 100.0% 175,811 100.0% 24,521 13.9% Reference should be made to the report on operations for comments on revenue performance. 78 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 24. Costs for raw materials and consumables The composition of costs for raw materials and consumables for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: (In thousands of Euro) 30th June 2015 30th June 2014 Change 42,145 40,029 2,116 (12,952) (11,813) (1,139) 29,193 28,216 977 Costs for raw materials and consumables Change in inventories Total costs for raw materials and consumables NOTE 25. Costs for services The composition of costs for services for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: (In thousands of Euro) 30th June 2015 30th June 2014 Change Outsourced work 43,253 42,526 727 Commissions and accessory charges 6,616 5,770 846 Advertising and other commercial expenses 9,641 9,046 595 Transport and duties 7,457 7,908 (451) 21,996 12,629 9,367 Credit card charges 1,573 1,196 377 Other general expenses 1,778 1,520 258 Miscellaneous consultancy 2,849 2,545 304 Directors’ and statutory auditors’ fees 1,058 893 165 Maintenance services 1,809 1,300 509 636 667 (31) Lease expense Insurance Energy, telephone, gas, water, postal costs Total costs for services 1,551 1,151 400 100,217 87,151 13,066 NOTE 26. Payroll costs The composition of payroll costs for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: 30th June 2015 30th June 2014 Change 28,189 22,696 5,493 Social charges 6,332 5,507 825 Employees’ termination indemnity 1,062 984 78 (In thousands of Euro) Wages and salaries Other payroll costs 373 210 163 Total payroll costs 35,956 29,397 6,559 79 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 27. Other operating costs The composition of other operating costs for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: (In thousands of Euro) 30th June 2015 30th June 2014 Change Taxes and duties 957 607 350 Membership subscriptions 133 106 27 Ordinary capital losses Miscellaneous operating costs Total other operating costs 35 35 – 987 524 463 2,112 1,272 840 NOTE 28. Own work capitalized Own work capitalized amounting to € 558 thousand relates mainly to production costs incurred to develop the historical collection. The balance for the six months ended 30th June 2014 was € 457 thousand. NOTE 29. Depreciation and amortization The composition of depreciation and amortization for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: (In thousands of Euro) 30th June 2015 30th June 2014 Change 2,352 2,373 (21) Amortization of intangible assets Depreciation of property, plant and equipment 6,180 3,949 2,231 Total depreciation and amortization 8,532 6,322 2,210 The increase in depreciation is in line with the investments made by the Group. NOTE 30. Impairment of assets and other allocations Impairment of assets and other allocations (€ 344 thousand in the first half of 2015 and € 833 thousand in the first half of 2014) relate to allocations to the allowance for doubtful debts and the agents’ supplementary termination indemnity provision. 80 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 NOTE 31. Financial expense The composition of financial expense for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: 30th June 2015 30th June 2014 Change Mortgage loan interest 544 438 106 Interest expense on advances and discounting invoices 322 411 (89) 72 61 11 Realized exchange losses 9,386 1,088 8,298 Unrealized exchange losses 7,275 555 6,720 568 143 425 (In thousands of Euro) Bank interest Financial expense on derivative financial instruments Miscellaneous financial expense Total financial expense 94 340 (246) 18,261 3,036 15,225 NOTE 32. Financial income The composition of financial income for the six months ended 30th June 2015 with comparative figures for the six months ended 30th June 2014 is as follows: (In thousands of Euro) 30th June 2015 Bank interest Realized exchange gains Unrealized exchange gains Financial income on derivative financial instruments Miscellaneous income Total financial income 30th June 2014 Change 185 275 (90) 13,702 1,141 12,561 1,757 295 1,462 34 15 19 41 22 19 15,719 1,748 13,971 NOTE 33. Basic and diluted earnings per share Basic earnings per share was calculated by dividing net income for the six months attributable to the ordinary shareholders of the Brunello Cucinelli Group by the weighted average number of outstanding ordinary shares during the period. There is no difference between basic earnings per share and diluted earnings per share as there are no convertible bonds or other financial instruments with dilutive effects. 81 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The following table sets out net income and the information on shares used to calculate basic and diluted earnings per share: 30th June 2015 30th June 2014 17,449 16,618 Number of ordinary shares at the end of the period 68,000,000 68,000,000 Weighted average number of ordinary shares used to calculate basic earnings per share 68,000,000 68,000,000 Weighted average number of ordinary shares used to calculate diluted earnings per share 68,000,000 68,000,000 Basic earnings per share (Euro) 0.25660 0.24438 Diluted earnings per share (Euro) 0.25660 0.24438 Net income attributable to owners of the parent (thousands of Euro) NOTE 34. Commitments and risks Commitments and risks consist of the assets owned by the Brunello Cucinelli Group held at third party premises. The composition of this item at 30 th June 2015 compared with the situation at 30 th June 2014 is as follows: 30th June 2015 30th June 2014 Change Assets with third parties 21 32 (11) Total commitments and risks 21 32 (11) (In thousands of Euro) Assets with third parties mainly relate to operating machines and electronic equipment lent at no charge to workshops and outside companies that use them to produce and supply the Group with clothing articles and services. OTHER INFORMATION SEGMENT INFORMATION For the purposes of IFRS 8 Operating Segments the Group’s business is conducted in a single operating segment which consists of the creation, development and productions of products bearing the “Brunello Cucinelli” brand name. RELATED PARTY TRANSACTIONS The following tables provide details of transactions and balances with related parties. The companies indicated have been identified as related parties because they are directly or indirectly connected with the Brunello Cucinelli Group’s shareholders of reference. 82 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 Details of the Brunello Cucinelli Group’s transactions and balances with related parties as of and for the six months ended 30th June 2015 are as follows: (In thousands of Euro) Net revenues Other Costs for raw materials operating income MO .AR .R . S .n .c . 12 Costs for Payroll costs services 89 Giovannino Cucinelli AS .VI .P .I .M . Gruppo Cucinelli 1 3 Società Agricola Semplice Solomeo 2 307 8 180 Total related parties Total consolidated financial statements Proportion % 7,649 141 4,362 49 3 5 32 1 498 21 2 2 6 4 Socrate S.r.l. Brunello Cucinelli family Trade payables 1 Bartolomeo S.r.l. Fondazione Brunello Cucinelli Trade receivables 270 ASD Castel Rigone Fedone S.r.l. Other Property, plant and non-current financial equipment assets 181 2 30 145 6 19 12 1,032 145 12,510 32 7 243 200,332 316 29,193 100,217 35,956 90,376 5,785 64,913 59,823 0.00% 6.01% 0.04% 1.03% 0.40% 13.84% 0.55% 0.01% 0.41% More specifically: – MO.AR.R. S.n.c.: business transactions with MO.AR.R. S.n.c., of which Enzo Cucinelli, Cav Lav. Brunello Cucinelli’s brother, holds 50% of the capital, regard: (i) purchases of decorating materials used for fitting out exhibitions and fairs and (ii) capital expenditure for the furnishing of the new stores and offices; – Giovannino Cucinelli: Giovannino Cucinelli is Cav. Lav. Brunello Cucinelli’s brother. Costs for services include expenses for the installation, maintenance and routine repair of plumbing and air conditioning systems; expenditure incurred for the installation and extraordinary maintenance of these systems are capitalized in property, plant and equipment; – AS.VI.P.I.M. Gruppo Cucinelli: the association conducts surveillance of all of the facilities located in Solomeo and used by the Group for its business. Cav. Lav. Brunello Cucinelli and the Group are both members; – Fedone S.r.l.: in December 2014 the company completed a merger with the direct subsidiary Parmenide S.r.l. and accordingly Fedone S.r.l. took over the lease agreement for the two buildings situated in Solomeo; – Bartolomeo S.r.l.: this company, formed in 2011, whose shareholders are Fedone S.r.l. and Cav. Lav. Bru¬nello Cucinelli, provides gardening and ordinary maintenance services to the Group; – Fondazione Brunello Cucinelli: other operating income includes the rentals for the Theatre and the Accademia; – Socrate S.r.l.: this company, whose shareholders are Cav. Lav. Brunello Cucinelli and Fedone S.r.l., provides services for the cleaning of the rooms and factories of the Company’s administrative and production facility in Solomeo; – Brunello Cucinelli family: payroll costs consist of the remuneration due to the family of Brunello Cucinelli. 83 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 SIGNIFICANT SUBSEQUENT EVENTS Reference should be made to the report on operations for significant events occurring after the reporting date of these condensed consolidated financial statements. COMPENSATION OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS The accrued compensation paid for any reason and in any form to members of the Board of Directors by Brunello Cucinelli S.p.A. and its direct and indirect subsidiaries for the six months ended 30th June 2015 amounted to € 456 thousand. The accrued compensation relating to the Board of Statutory Auditors of Brunello Cucinelli S.p.A. for the six months ended 30th June 2015 amounted to € 101 thousand. FINANCIAL RISK MANAGEMENT Financial risks are managed on the basis of guidelines set by the Board of Directors. The aim is to ensure a liability structure that remains balanced with the composition of assets to maintain adequate capital solvency. The Brunello Cucinelli Group is exposed to various types of financial risk arising from its core business. More specifically, the Group is simultaneously exposed to market risk (interest rate risk and currency risk), liquidity risk, and credit risk. INTEREST RATE RISK It is the Company’s policy to cover the exposure of the medium- and long-term portion of its debt to market risk arising from interest rate changes. To manage such risk, the Company uses derivative instruments such as interest rate swaps (in some cases with caps). CURRENCY RISK The Company is exposed to changes in the exchange rates for currencies (primarily the US dollar) in which sales are made to affiliates and third-party customers. This risk exists from the possibility that the equivalent amount of revenues in Euro may decrease in the event of adverse fluctuations in the exchange rate, thereby reducing the desired margin. To limit its exposure to exchange rate risk deriving from its business activities, the Brunello Cucinelli Group stipulates derivative contracts (forward currency sale contracts) that predefine the conversion rate or a range of conversion rates at future dates. 84 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 The forward contracts are stipulated when seasonal price lists in foreign currency are defined, basing these on estimated sales and considering the expected collection date of the sales invoices as the expiration date of the contract. Specifically, the Company sets its selling prices in Euro and calculates the corresponding prices in US dollars by applying the forward exchange rate. LIQUIDITY RISK The Company manages liquidity risk by strictly controlling the elements comprising working capital and, in particular, trade receivables and trade payables. The Company strives to obtain good cash generation in order to settle trade payables without jeopardizing the shortterm balance of its treasury and to avoid criticalities and strains of available cash. CREDIT RISK Credit risk regards the Company’s exposure to potential losses deriving from a default by third parties of their obligations. The Brunello Cucinelli Group’s exposure to commercial credit risk refers only to sales made to the wholesale multibrand channel and to the wholesale monobrand channel, as the remaining turnover refers to sales made in the retail channel where payment is in cash or by credit or debit card. The Brunello Cucinelli Group generally prefers to do business with customers with whom it has solid, long-term relations. When customers request extended payment terms, it is the Company’s policy to conduct a credit check by obtaining information from specialized agencies and studying and analyzing data on the performance of established customers. In addition, the receivables balance is constantly monitored during the year in order to guarantee timely action and to reduce the risk of losses. BALANCES OR TRANSACTIONS DERIVING FROM ATYPICAL OR UNUSUAL OPERATIONS Pursuant to Consob Communication no. DEM/6064293 of 28th July 2006 it is hereby stated that the Group has not carried out any atypical or unusual operations as defined in that Communication. Cav. Lav. Brunello Cucinelli Chairman of the Board of Directors and CEO 85 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 CERTIFICATION PURSUANT TO ARTICLE 81-TER OF CONSOB REGULATION NO. 11971 OF 14TH MAY 1999 AS AMENDED 1. The undersigned Cav. Lav. Brunello Cucinelli, as Chairman and Managing Director, and Moreno Ciarapica, as the manager in charge of preparing the corporate accounting documents of Brunello Cucinelli S.p.A., certify the following, taking into account the provisions of article 154-bis, paragraphs 3 and 4 of Legislative Decree no. 58 of 24th February 1998: • the adequacy in relation to the characteristics of the business and • the effective application of the administrative and accounting procedures for the preparation of the condensed consolidated half-year financial statements during the first half of 2015. 2. No significant matters arose from applying the administrative and accounting procedures for the preparation of the condensed consolidated financial statements at 30th June 2015. 3. We also certify that: 3.1The condensed consolidated financial statements: a) have been prepared in accordance with the international accounting standards approved by the European Community pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 2002; b) agree with the balances on the books of account and the accounting records; c) provide a true and fair view of the financial position of the issuer and the set of companies included in the consolidation and of the results of their operations and their cash flows. 3.2The interim report on operations includes a reliable analysis of the key events that took place during the first six months of the year and their impact on the condensed consolidated half-year financial statements, together with a description of the main risks and uncertainties for the remaining six months. The interim report on operations also includes a reliable analysis of the information on significant related party transactions. 26th August 2015 Cav. Lav. Brunello Cucinelli Chairman of the Board of Directors and Managing Director Moreno Ciarapica Manager in charge of preparing the corporate accounting documents 86 HALF-YEAR FINANCIAL REPORT AT 30TH JUNE 2015 REVIEW REPORT OF THE AUDITORS ON THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS 87