PRADA S.P.A. Separate Financial Statements 2020
PRADA spa
(Hong Kong Stock code: 1913)
S E P A R A T E F I N A N C I A L S T A T E M E N T S 2 0 2 0
T A B L E O F C O N T E N T S
Corporate Information | 3 |
Financial Review | 7 |
Corporate Governance | 19 |
Financial Statements | 39 |
Notes to the Financial Statements | 45 |
Independent Auditors' Report | 117 |
Board of Statutory Auditors' Report | 127 |
Miuccia Prada and Patrizio Bertelli
C O R P O R A T E I N F O R M A T I O N
PRADA spa | Separate Financial Statements 2020 - Corporate Information | 3 |
P R A D A S . P. A . C O R P O R A T E I N F O R M A T I O N
Registered Office
Head Office
Place of business in Hong Kong registered under Part 16
of the Hong Kong Companies Ordinance
Company Corporate web site
Hong Kong Stock Exchange
Identification Number
Share Capital
Board of Directors
Audit Committee
Remuneration Committee
Via A. Fogazzaro, 28
20135 Milan, Italy
Via A. Fogazzaro, 28
20135 Milan, Italy
8th Floor, One Taikoo Place 979 King's Road
Quarry Bay, Hong Kong S.A.R. (P.R.C.)
-
pradagroup.com
1913
Euro 255,882,400 (represented by 2,558,824,000 shares of Euro 0.10 each)
Carlo Mazzi (Chairman & Executive
Director)
Miuccia Prada Bianchi (Chief Executive
Officer & Executive Director)
Patrizio Bertelli (Chief Executive Officer
& Executive Director)
Alessandra Cozzani (Chief Financial
Officer & Executive Director)
Stefano Simontacchi
(Non-Executive Director)
Maurizio Cereda
(Independent Non-Executive Director)
Gian Franco Oliviero Mattei
(Independent Non-Executive Director)
Giancarlo Forestieri
(Independent Non-Executive Director)
Sing Cheong Liu
(Independent Non-Executive Director)
Gian Franco Oliviero Mattei (Chairman)
Giancarlo Forestieri
Maurizio Cereda
Maurizio Cereda (Chairman)
Carlo Mazzi
Gian Franco Oliviero Mattei
4 | PRADA spa | Separate Financial Statements 2020 - Corporate Information |
Nomination Committee | Gian Franco Oliviero Mattei (Chairman) |
Carlo Mazzi | |
Sing Cheong Liu | |
Board of Statutory Auditors | Antonino Parisi (Chairman) |
Roberto Spada (Standing member) | |
David Terracina (Standing member) | |
Supervisory Board | David Terracina (Chairman) |
(Italian Leg. Decr. 231/2001) | Gian Franco Oliviero Mattei |
Gianluca Andriani | |
Main Shareholder | PRADA Holding S.p.A. |
Via A. Fogazzaro, 28 | |
20135 Milan, Italy | |
Joint Company Secretaries | Patrizia Albano |
Via A. Fogazzaro, 28 | |
20135 Milan, Italy | |
Ying-Kwai Yuen (Fellow member, HKICS) | |
8th Floor, One Taikoo Place | |
979 King's Road | |
Quarry Bay, Hong Kong S.A.R. (P.R.C.) | |
Authorized Representatives | Carlo Mazzi |
in Hong Kong S.A.R. | Via A. Fogazzaro, 28 |
20135 Milan, Italy | |
Ying-Kwai Yuen (Fellow member, HKICS) | |
8th Floor, One Taikoo Place | |
979 King's Road | |
Quarry Bay, Hong Kong S.A.R. (P.R.C.) | |
Alternate Authorized Representative | Sing Cheong Liu |
to Carlo Mazzi in Hong Kong S.A.R. | Flat A, 17/F |
Park Haven | |
38 Haven Street | |
Causeway Bay, Hong Kong S.A.R. | |
(P.R.C.) | |
Hong Kong Share Registrar | Computershare Hong Kong Investor |
Services Limited | |
Shops 1712-1716 | |
17th Floor, Hopewell Centre | |
183 Queen's Road East | |
Wanchai, Hong Kong S.A.R. (P.R.C.) | |
Auditor | Deloitte & Touche S.p.A. |
Via Tortona, 25 | |
20144 Milan, Italy |
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F I N A N C I A L R E V I E W
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I N T R O D U C T I O N
PRADA spa is the parent company of the PRADA Group. PRADA spa acts as a holding company and carries out manufacturing, distribution, retail, and brand management operations in the luxury goods sector, both directly and through its subsidiaries and associates.
Its main activities are as follows:
- production of leather goods, clothing, footwear, and accessories of all kinds bearing the Prada, Miu Miu, Car Shoe and Church's brands;
- licensing the Prada and Miu Miu trademarks for the design, production and distribution of items other than those aforementioned;
- wholesale worldwide distribution of leather goods, footwear and clothing bearing the Prada, Miu Miu and Car Shoe brands;
- retail sales at sales outlets and stores in Italy and online;
- management of equity investments;
- services to Group companies, including:
- retail management services (preparation of budgets, selection of product mix, visual displaying, store management);
- advertising and promotional services, in particular media planning and design;
- information technology services regarding the IT infrastructure and the centralized, integrated management of software;
- engineering services for store openings, renovation and maintenance;
- financial services involving the granting of loans;
- corporate services regarding legal affairs and tax advisory, administration/ accounting, human resource, security and logistics consultancy.
The Board of Directors' Financial Review refers to PRADA spa (the "Company"), the operational holding company of the PRADA Group. It is based on the separate financial statements for the year ended December 31, 2020, prepared in accordance with the International Financial Reporting Standards ("IFRSs") adopted in the European Union. The Financial Review should be read in conjunction with the financial statements and the related notes, which form an integral part of the Separate Financial Statements.
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2 0 2 0 H I G H L I G H T S
The year 2020 was disrupted by the Covid-19 pandemic, which had dramatic health, social and economic consequences on a global scale, still enduring in the initial months of 2021. The restrictions on individuals' free movement imposed by governments and the general distress caused by the spread of the pandemic had a significant impact on luxury spending. The elimination of tourism flows resulted in a considerable drop in physical sales, but at the same time fostered local consumptions. In addition, changes previously underway accelerated, like for example the growth of digital communication and sales channels along with the expansion of the share of young consumers.
The pandemic had the greatest effect on the Company's business in the first half of the year, although countries experienced uneven trends depending on the different timing of the outbreaks. Sales picked up gradually towards the end of the first half of the year, practically everywhere, to the point of full retail recovery in October and December compared to the same months of 2019 (November again suffered from the lockdowns, mainly in Europe).
Overall, the Prada Group operated in the twelve months of 2020 with an average of 18% of stores closed (27% in the first half and 9% in the second), which peaked at 70% in April 2020. At December 31, 2020, 22% of the stores were still closed due to the pandemic.
The Company's reaction to the emergency was immediate, decisive and far- reaching. Each business function revised its activities and adapted the workforce, prioritizing employee safety and customer centrality.
Prada's business model, which is deeply rooted in Italy and features strict controls over all the productive processes, along with full collaboration with government authorities and the flexibility of the Company's craft workers, enabled limiting the production shutdown to merely five weeks. This ensured some supply continuity to the stores, although at below-normal volumes. The ability to readily reallocate finished products within the retail network helped sustain the growth of the direct e-commerce channel and the assortment in stores that stayed open, thus preventing excessive inventories. The retail personnel kept contacts with customers alive during the various closure periods, whereas all the other functions ensured operational continuity in a context of severe cost containment, especially in the first half of the year.
Operating expenses were reduced thanks in part to rent discounts obtained and
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wage supplements available. In addition, the investment program was revised during the year as some renovation and relocation projects for the retail network were postponed. Some marketing initiatives were canceled or postponed too and discretionary expenses were trimmed.
The objective of enhancing the value of the Company over the long-term, which was never called into question despite the unforeseen events, led to the appointment during the year of Raf Simons as Prada's new Creative Co-Director and the addition of important top positions in the Industrial, Marketing and Communication areas. The impetus given by the pandemic to the digital evolution reinforced the Prada Group's vision of expanding the ominchannel strategy, which during the year made additional progress: an important plan to update the back- end technological and organizational structures was established, the prada.com and miumiu.com customer experiences were redesigned on an international scale, new e-commerce markets were opened, content was localized and customized, and the digital communication strategy was strengthened through full use of social media channels, in various areas of the world. Sales from the e-commerce channel tripled from those of 2019 and the metrics measuring the Group's brand relevance in the digital world showed considerable improvements.
The 2021 Spring/Summer Prada and Miu Miu fashion shows were presented digitally, and gained visibility for their originality and impeccable performance, even in the new format. Miuccia Prada's and Raf Simons' co-management of the creative work made its debut at the Prada Womenswear show in September, paving the way for an important partnership between the two designers and representing an example of change in creativity leadership models for the entire fashion industry.
In the year of the pandemic, the focus on sustainability in the Company's business led to numerous initiatives aimed at offering wide-ranging support in the society: from the conversion of the Torgiano plant in Umbria, Italy for the production of personal protective equipment and scrubs to be donated to hospitals and employees, to support for scientific research on the novel coronavirus, no to mention the numerous donations. One of these led to allocating the proceeds from the Tools of Memory auction to support UNESCO's "Keeping Girls in the Picture" campaign, to contrast social abuses relating to the public health emergency.
On the environmental front, the campaign to transition from the use of virgin nylon to regenerated nylon ("Prada Re-Nylon") proceeded according to plan thanks to the use of the new version of the iconic fabric for the production of various
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articles in the clothing and footwear collections.
The agenda of the Fashion Pact, a coalition of 60 leading international fashion companies of which Prada was one of the first participants, made large steps forward in taking concrete action to contrast climate change, restore biodiversity and protect the oceans.
On April 22, 2020, with the aim of rationalize and simplify the Prada Group structure, the Board of Directors of Prada spa approved the plan of merger by incorporation of Fratelli Prada spa, a wholly owned subsidiary acquired by Prada spa on October 29, 2019 and operating Prada stores located in the city of Milan. On October 7, 2020 the merger agreement was signed, with legal effect on the same date and tax and accounting effect on January 1, 2020.
In December 2020, the adventure officially began in Auckland for the Luna Rossa sailing team, one of the protagonists of the Prada Cup and 36th America's Cup presented by Prada, where the Company is the Title and Presenting Sponsor. The prestigious competition, the oldest still played, has - thanks in part to Prada's contribution - a strong technological component and captivating broadcasting and webcast formats that have ensured extraordinary media exposure to the brand and global coverage with 195 territories involved.
Last, but not least, in order to optimize the retail presence in Milan and to profitably realize no longer strategic real estate assets, in December 2020 the Company sold its commercial property in Via della Spiga, occupied until March by a Prada store that closed during the pandemic and never reopened. The transaction generated an extraordinary income amounting to Euro 27 million, net of tax.On the financial front, the Company stipulated new loans and opened new lines of credit for the purpose of having greater flexibility. At the same time, the Board of Director's proposal not to distribute dividends, approved at the May 2020 General Meeting, and a disciplined cost containment plan enabled to keep the debt under strict control. The year-end net financial deficit is Euro 23 million less than at December 31, 2019, providing the basis for the applications needed to relaunch the business activities.
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The following tables show some key performance and financial indicators for the past two reporting periods.
twelve months | twelve months | |||
(amounts in thousands of Euro) | ended December 31 | % | ended December 31 | % |
2020 | 2019 | |||
Net sales | 1,156,692 | 97.3% | 1,780,423 | 97.7% |
Royalties | 31,936 | 2.7% | 42,400 | 2.3% |
Net Revenues | 1,188,628 | 100.0% | 1,822,823 | 100.0% |
Cost of goods sold | (598,424) | 50.3% | (841,844) | -46.2% |
Gross Margin | 590,204 | 49.7% | 980,979 | 53.8% |
Operating expenses | (595,638) | -50.3% | (774,134) | -42.5% |
EBIT | (5,434) | -0.5% | 206,845 | 11.3% |
Interest and other financial expenses, net | (55,808) | -4.6% | (55,124) | -3.0% |
Dividends from investments | 37,014 | 3.1% | 48,741 | 2.7% |
Income before taxation | (24,228) | -2.0% | 200,462 | 11.3% |
Taxation | 8,052 | 0.6% | 48,565 | 2.6% |
Net income for the period | (16,176) | -1.4% | 249,027 | 13.7% |
Depreciation, amortization and impairment | 109,319 | 9.2% | 101,052 | 5.5% |
EBITDA | 103,885 | 8.7% | 307,897 | 16.8% |
Roe | 0.80% | 13.00% | ||
Roi | 0.17% | 6.29% | ||
Ros | 0.46% | 11.35% | ||
After double-digit growth in January and February, the net sales fell considerably, bottoming out between March and June; the annual contraction was 35% compared with 2019. The effects of repeated, prolonged lockdown periods were aggravated by the restrictions imposed on the movement of individuals, considering the significance of tourism flows for the market.
However, the response of local customers to the reopening of the stores and the direct e-commerce channel enabled to mitigate the effects of the missing tourism flows.
Europe, the main market for the wholesale channel, was the region hit the most by the strategic decision to select the independent accounts.
The gross margin decreased respect with that of 2019, whereas the operating
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expenses grew as a percentage of net revenues, resulting in a drop in EBIT: from
11.3% to -0.5%. The analysis of operating expenses is detailed in the Notes to the Financial Statements (Note 25).
The net financial expenses consist primarily of the following income and expenses:
- Euro 37 million in dividends received;
- Euro 10 million in net exchange losses;
- Euro 3.5 million in net interest expense;
- Euro 40 million in impairment losses of investments in subsidiaries;
- Euro 2 million in other financial expenses.
The taxation of the year consists mainly of deferred tax assets recognized on the tax loss of the period.
During the reporting period, the Company incorporated the wholly owned subsidiary Fratelli Prada spa with accounting and tax effects from January 01, 2020. As a consequence of this operation, accounted for by using the carryover method, the Company equity decreased for Euro 51 million, difference between the value of the investment in the subsidiary and its net asset at January 01, 2020.
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A N A LY S I S O F T H E S T A T E M E N T O F F I N A N C I A L P O S I T I O N
NET INVESTED CAPITAL
The statement of financial position is reclassified below to provide a better view of net invested capital.
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Right of use assets | 294,420 | 274,318 |
Non-current assets (excluding deferred tax assets) | 1,935,644 | 2,003,026 |
Trade receivables, net | 526,652 | 776,685 |
Inventories, net | 295,694 | 319,433 |
Trade payables | (635,002) | (865,380) |
Net operating working capital | 187,344 | 230,738 |
Other current assets (excluding items of financial position) | 206,165 | 175,054 |
Other current liabilities (excluding items of financial position) | (179,389) | (189,644) |
Other current assets/(liabilities), net | 26,776 | (14,590) |
Provision for risks | (1,581) | (4,675) |
Long-term employee benefits | (35,704) | (25,049) |
Other long-term liabilities | (54,822) | (14,142) |
Deferred taxation, net | 42,212 | 29,299 |
Other non-current assets/(liabilities) | (49,896) | (14,567) |
Net invested capital | 2,394,288 | 2,478,925 |
Shareholder's equity | (1,938,553) | (2,016,425) |
Total shareholders' equity | (1,938,553) | (2,016,425) |
Long-term financial, net surplus/(deficit) | (240,872) | (314,186) |
Short-term financial, net surplus/(deficit) | 75,340 | 125,072 |
Dividend payable | (2) | (2) |
Net financial position surplus/(deficit) | (165,534) | (189,116) |
Long-term lease liability | (275,612) | (264,616) |
Short-term lease liability | (42,146) | (39,467) |
Financial receivables IFRS16 - leases | 27,557 | 30,699 |
Total lease liability | (290,201) | (273,384) |
Shareholders' equity and net financial position | (2,394,288) | (2,478,925) |
Debt to Equity ratio | 6.9% | 7.6% |
Change in Right of use assets is explained by the incorporation of Fratelli Prada spa for Euro 33 million and new contracts, reduced by the amortization of the year.
Non-current assets (excluding deferred tax assets), consisting of tangible assets, intangible assets and equity investments, decreased by Euro 85 million including the elimination of the investment in Fratelli Prada spa (Euro 66 million), depreciation, amortization and impairment, net of the increase for capital expenditure of the period.
As of December 31, 2020, the Company had net invested capital of Euro 2,394 million, net financial indebtedness of Euro 166 million and equity of Euro 1,939 million.
14 | PRADA spa | Separate Financial Statements 2020 - Financial Review |
Net operating working capital was Euro 187 million at December 31, 2020, down by Euro 44 million from that of December 31, 2019.
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Net operating working capital | 187,344 | 230,739 |
Derivative Financial instruments | 4,657 | (6,556) |
Other receivables from parent, subsidiaries, associated companies and related parties | 59,566 | 26,355 |
Other current assets | 41,031 | 35,997 |
Current tax receivables (payables) | 78,000 | 88,490 |
Other liabilities to parent, subsidiaries, associated companies and related parties | (10,706) | (30,645) |
Other current liabilities | (145,773) | (128,232) |
Other current assets (liabilities), net | 22,475 | (14,591) |
Net working capital | 214,119 | 216,148 |
Net working capital decreased by Euro 2 million, resulting from a decrease in the net operating working capital balanced by the increase in Other current assets, attributable to Receivables from related parties for the sale of a property in via della Spiga (Euro 20 million) and a positive fair value of Derivative Financial instruments.
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NET FINANCIAL POSITION
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Long term debt, net of current portion | (385,868) | (488,108) |
Payables to parent company, subsidiaries, associates and related parties | (13,878) | - |
Total financial payables - non-current | (399,746) | (488,108) |
Financial payables and bank overdrafts - current | (177,787) | (122,678) |
Payables to parent company, subsidiaries, associates and related parties | (53,095) | (44,007) |
Total financial payables - current | (230,882) | (166,685) |
Total financial payables | (630,629) | (654,793) |
Financial receivables from parent company, subsidiaries, associates and related parties - | 158,874 | 173,922 |
non-current | ||
Financial receivables from parent company, subsidiaries, associates and related parties - current | 202,928 | 221,061 |
Cash and cash equivalents | 103,295 | 70,696 |
Total financial receivables and cash and cash equivalents | 465,097 | 465,679 |
Net financial surplus/(deficit), total | (165,532) | (189,114) |
Dividend payable | (2) | (2) |
Net financial position surplus/(deficit) | (165,534) | (189,116) |
Net financial surplus/(deficit) third parties | (460,362) | (540,092) |
Lease liability | (317,758) | (304,083) |
Financial Receivables IFRS 16 (Leases) | 27,557 | 30,699 |
Net financial surplus/(deficit) including Financial Receivables IFRS 16 and Lease liability | (750,563) | (813,476) |
Net financial position surplus/(deficit) including lease liability third parties | (778,120) | (844,175) |
As at December 31, 2020, the net financial shows deficit amounts to Euro 166 million, decreased by Euro 23 million compared with the previous reporting date. Long-term financial payables decreased by Euro 88 million, due to the reclassification to short-term financial payables of payments due within 12 months, net of the new bank loans.
At the end of the reporting period, the Company had access to additional credit lines totaling Euro 869 million (Euro 574 million as at December 31, 2019), of which Euro 600 million committed and Euro 269 million uncommitted.
As shown in the Statement of Cash Flows, cash flows from operating activities amount to Euro 127 million and cash used by the investing activities amount to Euro 16 million including dividens received for Euro 37 million. A detailed analysis
16 | PRADA spa | Separate Financial Statements 2020 - Financial Review |
of dividends by counterparty is provided in Note 26 "Interest and other financial income/(expenses), net" to the Financial Statements.
FINANCIAL RISK HEDGING POLICIES
The Company's financial risk hedging policies and the effects of the strategies adopted are described in the notes to the financial statements.
RESEARCH AND DEVELOPMENT
The Company sees the creative process as the first step toward quality.
This unique approach enables the Company to anticipate and set trends, by experimenting constantly with shapes, fabrics, leathers and production techniques. Research and development activities aim to create innovative products through the search for new or improved materials, the research and definition of design concepts, and the development of prototypes.
RELATED PARTY TRANSACTIONS
Details of related party transactions are provided in Note 28 to the Financial Statements.
TREASURY STOCK
As of December 31, 2020, the Company did not own any treasury stock.
SIGNIFICANT EVENTS OF THE REPORTING PERIOD
The "company information" and "significant acquisitions and divestments" sections of the Notes to the Financial Statements provide the information on the most significant events of the reporting period.
EVENTS AFTER THE REPORTING DATE
No significant event to be reported.
OUTLOOK
The Company successfully withstood the unprecedented challenges of the pandemic, while continuing to drive forward strategy.
Continuous investment in people, products and customers relationships delivered resilience and rapid recovery in sales. At the same time, the direct control of manufacturing and distribution, combined with brand equity and focus on digital
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communications, are the pillars of the Company's future positive prospects.
In an environment that is still uncertain, the fundamentals of the luxury sector remain strong and the Prada Group is well positioned to capture long term growth. The start of the year 2021 shows encouraging retail sales trend in spite of enduring Covid-related restrictions.
PROPOSED ALLOCATION OF THE RESULT FOR THE YEAR
The Board of Directors propose to cover the loss of the period amounting to Euro 16,175,880.17 with the use of the Retained earnings reserve for the corresponding amount.
Taking into account on one hand the withdrawn distribution of the dividends of the previous year as a conservative measure and, on the other hand, the positive trends in sales of the second half of the year, continuing also in the first months of 2021, the Board recommends for the Reviewed Period, the distribution of a final dividend of Euro 89,558,840 (Euro 0.035 per share), as follows:
- Euro 51,176,480 from the Extraordinary reserve
- Euro 38,382,360 from the Retained earnings reserve.
Chief Executive Officer
Patrizio Bertelli
Milan; March 10, 2021
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C O R P O R A T E G O V E R N A N C E
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CORPORATE GOVERNANCE PRACTICES
The Company is seamlessly engaged in maintaining a high standard of corporate governance practices as part of its commitment to effective corporate governance. The corporate governance model adopted by the Company consists of a set of rules and standards aimed toward establishing efficient and transparent operations within the Group, to protect the rights of the Company's shareholders, to enhance shareholder value and to uphold the Group's credibility and reputation. The corporate governance model adopted by the Company is in compliance with the applicable regulations in Italy, where the company has its legal seat, as well as the principles of the Corporate Governance Code (the "Code") contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
COMPLIANCE WITH THE CODE
The Board has reviewed the Company's corporate governance practices and is satisfied that such practices have complied with the code provisions set out in the Code for the entire Reviewed Period (i.e. the year ended December 31, 2020). This Corporate Governance report summarizes the way in which the Company has applied the principles and implemented the code provisions contained in the Code for the duration of the Reviewed Period.
DIRECTORS' SECURITIES TRANSACTIONS
The Company has adopted written procedures governing Directors' securities transactions on terms no less exacting than the required standard set out in the Model Code for Securities Transactions by Directors of Listed Companies (the "Model Code") contained in Appendix 10 of the Listing Rules. Specific written acknowledgments have been obtained from each Director to confirm his/her compliance with the required standard set out in the Model Code and the Company's relevant procedures regarding directors' securities transactions for the duration of the Reviewed Period. There were no incidents of non-compliance during the Reviewed Period.
The Company has also adopted written procedures governing securities transactions carried out by the relevant employees who are likely to possess inside information in relation to the Company and its securities. The terms of these procedures are no less exacting than the standard set out in the Model Code.
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BOARD OF DIRECTORS
A. BOARD COMPOSITION
The Board is currently composed of nine Directors, of which four are Executive Directors, one is Non-Executive Director and four are Independent Non-Executive Directors. All Directors have distinguished themselves in their field of expertise and have advised the Board in the area of their respective specialty, where this is relevant to the business activities and strategic development of the Company and the Group. The Company has maintained both on its own website and on the website of The Stock Exchange of Hong Kong Limited (the "HKSE") an updated list of its Directors, identifying their respective roles and functions, also specifying if they are an Independent Non-Executive Director.
- BOARD MEETINGS
During the Reviewed Period, the Board held six meetings to discuss the Group's overall corporate strategic direction and objectives, assess its operational and financial performance (including the annual budget, as well as the annual and interim results), and to approve connected transactions and the Group's main investments and corporate reorganization plans. The average attendance rate of the Directors for these six meetings through electronic means was 88.9%.
Minutes of the Board meetings are kept by the Group Corporate Affairs Director and Joint Company Secretary, Ms. Patrizia Albano. Minutes of the Board meetings and all the Board Committee meetings are available for inspection by any Director by giving reasonable notice.
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- BOARD ATTENDANCE
The details of attendance at Board meetings, Committee meetings and shareholders' general meeting held during the Reviewed Period are set out in the following table:
Directors | Board | Audit | Remuneration | Nomination | Shareholders' |
Committee | Committee | Committee | Meeting | ||
Executive Directors | |||||
Mr. Carlo MAZZI | 6/6 | 2/2 | 1/1 | 1/1 | |
(Chairman) | |||||
Ms. Miuccia PRADA BIANCHI | 2/6 | 0/1 | |||
(Chief Executive Officer) | |||||
Mr. Patrizio BERTELLI | 6/6 | 0/1 | |||
(Chief Executive Officer) | |||||
Ms. Alessandra COZZANI | 6/6 | 1/1 | |||
(Chief Financial Officer) | |||||
Non-Executive Directors | |||||
Mr. Stefano SIMONTACCHI | 5/6 | 1/1 | |||
Independent Non-Executive Directors | |||||
Mr. Gian Franco Oliviero MATTEI 1 | 6/6 | 7/7 | 2/2 | 1/1 | 1/1 |
Mr. Maurizio CEREDA 2 | 6/6 | 7/7 | 2/2 | 1/1 | |
Mr. Giancarlo FORESTIERI 3 | 6/6 | 7/7 | 1/1 | ||
Mr. Sing Cheong LIU 4 | 5/6 | 1/1 | 1/1 | ||
Statutory Auditors | |||||
Mr. Antonino PARISI (Chairman) | 6/6 | 1/1 | |||
Mr. Roberto SPADA | 6/6 | 1/1 | |||
Mr. David TERRACINA | 5/6 | 1/1 | |||
Date(s) of Meeting | Mar18, 2020 | Feb 18, 2020 | Feb 20, 2020 | Mar 18, 2020 | May 26, 2020 |
Apr 22, 2020 | Mar 4, 2020 | Sep 24, 2020 | |||
Jun 22, 2020 | Mar 17, 2020 | ||||
Jul 29, 2020 | Jul 9, 2020 | ||||
Nov 19, 2020 | Jul 29, 2020 | ||||
Dec 21, 2020 | Oct 12, 2020 | ||||
Nov 18, 2020 | |||||
Average Attendance Rate of Directors | 88.9% | 100% | 100% | 100% | 77.8% |
Notes: | |||||
1. Chairman of Audit Committee and Nomination Committee and member of Remuneration Committee | |||||
2. Chairman of Remuneration Committee and member of Audit Committee | |||||
3. Member of Audit Committee | |||||
4. Member of Nomination Committee |
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- ROLES AND RESPONSIBILITIES
The Board is vested with full powers for the ordinary and extraordinary management of the Company. The Board has the power to perform all acts it deems advisable for the successful implementation and attainment of the Company's corporate purposes, except for those acts d by laws or by the By-laws for resolution at a shareholders' general meeting. In particular, the Board is responsible for setting up the overall strategy as well as reviewing the operation and financial performance of the Company and the Group. As a consequence, the Board reserves for its own consideration and decision all matters concerning the overall Group strategy including the sustainability strategy, the Group's strategic objectives, annual budgets, as well as annual and interim results, approval of major transactions, connected transactions (including major acquisitions and disposals) and any other significant operational and financial matters. The Board is also responsible for evaluating the effectiveness of the risk management and internal control systems on an ongoing basis.
During the Reviewed Period all Board members have been provided with monthly updates prepared by the Executive Directors with the support of the management in order to give a balanced and comprehensive assessment of the performance, position and prospects of both the Company and the Group, in sufficient detail to enable the Board as a whole and each Director to discharge his/her duties. In addition, due to the uncertainty at a worldwide level created by the surge of the COVID-19 pandemic, the meetings of the Board held during the Reviewed Period devoted additional time to discuss the actual situation of the business as well as the measures adopted by the Company and the Group to boost its business.
The Executive Directors are responsible for the day-to-day management of the Company and to make operational and business decisions within the control and delegation framework of the Company.
The types of decisions delegated by the Board to the management include:
- the preparation of annual and interim results for the approval of the Board prior to publication;
- execution of business strategy and other initiatives adopted by the Board;
- monitoring of operating budgets adopted by the Board;
- designing, implementing and monitoring the risk management and the internal controls systems; and
- compliance with relevant statutory requirements, rules and regulations.
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E. NON-EXECUTIVE DIRECTORS
The Non-Executive Directors, including the Independent Non-Executive Directors, provide the Company with diversified skills, expertise, qualifications as well as varied backgrounds and perspectives. They participate in the Board and Board Committees meetings to bring independent and objective opinions, advice and judgment on important issues relating to the Company's strategy, policy, financial performance, and take the lead on matters where potential conflicts of interests arise. They also attend the shareholders' general meetings of the Company to understand the views of the shareholders. They make a positive contribution to the development of the Company's strategy and policy through independent, constructive and informed comments.
- INDEPENDENT NON-EXECUTIVE DIRECTORS
The independence of the Independent Non-Executive Directors has been assessed in accordance with the applicable Listing Rules. Each Independent Non-Executive Director meets the independence guidelines set out in Rule 3.13 of the Listing Rules and provided the Company with the annual confirmation as to his independence. The independence of the Independent Non-Executive Directors was further confirmed by the review of the Nomination Committee made on February 26, 2021. None of the Independent Non-Executive Directors of the Company has any business or financial interest in the Company or its subsidiaries.
G. LIABILITY INSURANCE FOR THE DIRECTORS
The Company has arranged appropriate liability insurance to indemnify its Directors for their liabilities arising out of all corporate activities. The insurance coverage is reviewed on an annual basis.
H. DIRECTORS' TRAINING
Each Director, after his/her appointment, is provided with a comprehensive, formal and tailored induction program to ensure that he/she has a proper understanding of the key areas of business operations and practices of the Company, as well as his/her responsibilities under the relevant laws, rules and regulations.
The Directors (namely, Mr. Carlo Mazzi, Ms. Miuccia Prada Bianchi, Mr. Patrizio Bertelli, Ms. Alessandra Cozzani, Mr. Stefano Simontacchi, Mr. Gian Franco Oliviero Mattei, Mr. Giancarlo Forestieri, Mr. Sing Cheong Liu and Mr. Maurizio Cereda)
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have participated in continuous professional training to develop and refresh their knowledge and skills during the Reviewed Period, through for example, receiving regular updates on changes to and developments of the Group's business and on the latest development of the laws, rules and/or regulations relating to Directors' duties and responsibilities. These initiatives are aimed at ensuring the Directors' awareness of the latest corporate governance practices and that their contribution to the Board remains informed and relevant.
Directors are requested to provide records of the continuous training they have received during the Reviewed Period to the Group Corporate Affairs Director and Joint Company Secretary, Ms. Patrizia Albano.
CHAIRMAN AND CHIEF EXECUTIVE OFFICERS
The Chairman is Mr. Carlo Mazzi and the Chief Executive Officers are Ms. Miuccia Prada Bianchi and Mr. Patrizio Bertelli. The role of the Chairman is separate from that of the Chief Executive Officers. The Chairman is vested with the power to represent the Company and is responsible for ensuring that the Board is functioning properly and adhering to good corporate governance practices and procedures. The Chief Executive Officers, supported by the other Executive Directors and senior management, are responsible for managing the Company's business, including the implementation of major strategies and other initiatives adopted by the Board. The Chief Executive Officers are husband and wife.
APPOINTMENT OF DIRECTORS
At the shareholders' general meeting of the Company held on April 27, 2018 ("2018 AGM"), the Board (including the Non-Executive Directors) was appointed for a term of three financial years. The mandate of all the current Directors will lapse on the date of the forthcoming shareholders' general meeting to be called to approve the financial statements of the Company for Reviewed Period.
Under the Company's By-laws, the Directors may be re-appointed.
CORPORATE GOVERNANCE FUNCTIONS OF THE BOARD
The Board is responsible for determining and supervising the application of the Company's appropriate corporate governance policies and ensuring its compliance with the provisions of the Code. The Board's role in this regard is:
- to develop and review the Company's policies and practices on corporate governance;
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- to review and monitor the training and continuous professional development of directors and senior management;
- to review and monitor the Company's policies and practices regarding compliance with legal and regulatory requirements;
- to develop, review and monitor the Code of Ethics, the Organisation, Management and Control Model (adopted pursuant to Italian Legislative Decree no. 231 of June 8, 2001) and the Company's procedures applicable to employees and directors;
- to review the Environmental, Social and Governance ("ESG") matters;
- to review the Company's compliance with the Code and disclosure of such in the Corporate Governance report; and
- to perform any other corporate governance duties and functions set out by the Listing Rules or other applicable rules, for which the Board shall be responsible.
During the Reviewed Period, the Board considered the following corporate governance matters:
- reviewed and approved connected transactions of the Company;
- reviewed the level of compliance with the Code;
- reviewed the effectiveness of the internal control and risk management systems of the Company through the Internal Control Department and the Audit Committee; and
- reviewed and approved the social responsibility report; and
- approved the Group's main transactions and corporate reorganization plans.
BOARD COMMITTEES
The Board has established the Audit Committee, the Remuneration Committee and the Nomination Committee, each committee is chaired by an Independent Non- Executive Director. Each of the Committees' terms of reference is available on both the website of the Company and the Stock Exchange. The terms of reference in respect of each Committee are of no less exacting than those terms set out in the Code.
In addition, the Board has established a supervisory body under the Italian Legislative Decree no. 231 of June 8, 2001.
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A. AUDIT COMMITTEE
The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules, where at least one member possesses appropriate professional qualifications in accounting or possesses related financial management expertise to discharge the responsibility of the Audit Committee. The membership of the Audit Committee consists of three Independent Non-Executive Directors, namely, Mr. Gian Franco Oliviero Mattei (Chairman), Mr. Giancarlo Forestieri and Mr. Maurizio Cereda. The primary duties of the Audit Committee are to assist the Board in providing an independent view of the effectiveness of the Company's financial reporting process and its internal control and risk management systems, to oversee the external audit process, the internal audit process, the implementation of the Company's risk management functions and to perform any other duties and responsibilities as are assigned to it by the Board.
During the Reviewed Period, the Audit Committee held seven meetings (with an attendance rate of 100%) mainly to review with senior management, the Group's internal and external auditor and the board of statutory auditors, the significant internal and external audit findings and financial matters as required under the Audit Committee's terms of reference and make relevant recommendations to the Board. The Audit Committee's review covered the audit plan for the year 2020, the findings of both the internal and the external auditors, internal controls, risk assessment, annual review of the continuing connected transactions of the Group for 2019, tax and legal updates and the financial reporting matters (including the annual results for the year ended December 31, 2019 and the interim financial results as at June 30, 2020) before recommending them to the Board for approval.
The Audit Committee has also held one meeting on March 8, 2021, to review the Group results for the Reviewed Period, before recommending it to the Board for approval.
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AUDITOR'S COMPENSATION
The total fees and expenses accrued in favor of Deloitte & Touche S.p.A. for the audit of the Consolidated financial statements and the Separate financial statements for the Reviewed Period, together with non-audit services rendered to Prada S.p.A. are illustrated below.
Type of service | Audit firm | Fees in thousands |
of euro | ||
Audit services | Deloitte & Touche S.p.A. | 450 |
Other advisory services | Deloitte & Touche S.p.A. | 31 |
Total fees of audit firm for period ended December 31, 2020 | 481 | |
- REMUNERATION COMMITTEE
The Company has established a Remuneration Committee in compliance with the Code. The primary duties of the Remuneration Committee are to make recommendations to the Board on the Company's policy and structure for the remuneration package of Directors and senior management and the establishment of a formal and transparent procedure for developing policies on such remuneration. The recommendations of the Remuneration Committee are then put forward to the Board for consideration and adoption, where appropriate. The Remuneration Committee consists of two Independent Non-Executive Directors, Mr. Maurizio Cereda (Chairman), Mr. Gian Franco Oliviero Mattei and the Chairman of the Board, Mr. Carlo Mazzi.
During the Reviewed Period, the Remuneration Committee held two meetings (with an attendance rate of 100%) to review and recommend certain updates to the long- term incentive plan and to the management by objectives plans for executives.
REMUNERATION POLICY
The Company compensation policy is aimed at attracting, rewarding and protecting personnel, who are considered to be the key to the success of the Company business. This 'Human Capital' is preserved with constant monitoring actions in order to maintain engagement with the Company and an equal remuneration policy with the internal practice and the market.
The Group's remuneration policy is designed to reward and retain highly professional staff and skilled managers, newly graduates and workers, with the certainty that
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the creation of value is achieved in the medium and long term through constant organizational learning and the consolidation of collaborators' experiences and skills.
The policy features a balanced combination of components that are fixed and variable, direct and deferred, tailored to the position and professional qualifications, and consistent with the needs of the various geographical areas.
The Company has an incentive system that links compensation with the annual performance of the Group, taking into account the Group's objectives in net sales, as well as the objectives of each department.
The Company has adopted long term cash incentive plans for senior managers and key managers for retention purposes, under which the benefit of a senior manager or a key manager under the incentive plan would vest subject to the achievement by the Group of one or more economic objectives and his/her presence within the Group at the end of a three-year period. Other incentive schemes specific to sales staff are also in place, and, technicians of the Company may receive a collection bonus that is provided to them following the development of a seasonal collection.
The aggregate basic remuneration of the Board is approved by the shareholders in a general meeting. The additional remuneration of each Director vested with special authorities (that is to the Executive Directors and members of the Board's Committees) is determined by the Board - having considered the recommendation of the Remuneration Committee and the opinion of the Board of Statutory Auditors. Under the current compensation arrangements, the Executive Directors receive compensation in the form of fees, salaries and other benefits, discretionary bonuses and/or other incentives, including non-monetary benefits and other allowances and contributions such as to retirement benefits schemes. The Non-Executive Directors (including Independent Non-Executive Directors) receive compensation in the form of fees and contributions to retirement benefits scheme, as the case may be. No Director is allowed to approve his/her own remuneration.
- NOMINATION COMMITTEE
The Company has established a Nomination Committee in compliance with the Code. The primary duties of the Nomination Committee are to determine the policy for the nomination of Directors and to make recommendations to the Board for consideration and, where appropriate, adoption on the structure, size
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and composition of the Board itself, on the selection of new Directors and on the succession plans for Directors. The Nomination Committee consists of two Independent Non-Executive Directors, Mr. Gian Franco Oliviero Mattei (Chairman) and Mr. Sing Cheong Liu and one the Chairman of the Board, Mr. Carlo Mazzi.
During the Reviewed Period, the Nomination Committee held one meeting on March 18, 2020 (with an attendance rate of 100%) to perform the annual review of the independence of the Independent Non-Executive Directors of the Company for the 2019 financial year.
The Nomination Committee held one meeting on February 26, 2021, to assess and confirm the independence of the Independent Non-Executive Directors of the Company for the Reviewed Period and to recommend to the shareholders the structure of the Board and the election and appointment of nine directors in total at the forthcoming shareholders' general meeting.
In discharging its duties, the Nomination Committee has considered and proposed to the Board for adoption, the Board diversity policy in 2013 and the Director nomination policy in 2019.
With a view to achieving a sustainable and balanced development, the Company has viewed diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its development. The Board diversity policy has been considered and adopted by the Board in September 2013 (the "Board Diversity Policy"). According to the principles included in the Board Diversity Policy, all Board appointments are based on meritocracy and candidates are proposed and selected based on objective criteria, with due regard for the benefits of diversity within the Board. Diversity in this sense encompasses a wide range of factors, including but not limited to gender, age, cultural and educational background, professional experience, skills and knowledge. The final selection is based on merit and the contribution which the candidates can bring to the Board.
The Nomination Committee has been delegated the overall responsibility for implementing and monitoring the application of the Board Diversity Policy. The Nomination Committee will discuss any revisions that may be required to ensure the effectiveness of the board diversity policy and will recommend any such revisions
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to the Board for its consideration and approval.
On March 15, 2019, the Board has adopted the nomination policy for Directorship ("Director Nomination Policy"), which provides guidance in relation to the proposal for the appointment or re-appointment of Directors or to fill casual vacancies and sets out the processes and criteria for the nomination of a candidate for directorship in the Company. The Company adopted the Director Nomination Policy to ensure that all nominations of Board members are fair and transparent in order to facilitate the constitution of the Board with a balance of skills, experience and diversity of perspectives that is appropriate to the requirements of the Company's business.
The Director Nomination Policy contains a number of factors in assessing the suitability of a proposed candidate which includes the high ethical character and reputation for integrity, professional qualifications, skills, knowledge and experience and diversity aspects under the Board Diversity Policy which may be relevant to the Company's business and strategic direction, commitment in respect of available time, merit and potential contributions to the Board, and the independence criteria under the Listing Rules, if the candidate is proposed to be appointed as an independent non-executive director. The policy also lays down the nomination process on appointment or re-appointment of directors.
The Nomination Committee will review and endorse the candidates proposed by shareholders for new directorship or for re-election and make recommendations to the Board for consideration. The Board will then make a decision as to whether the nominated candidate shall be eligible to be appointed or re-appointed, as the case may be, as a director of the Company and will in turn recommend to shareholders to vote in favor of the relevant resolutions to be proposed at the shareholders general meeting of the Company.
- SUPERVISORY BODY
In compliance with Italian Legislative Decree no. 231 of June 8, 2001, the Company has established a supervisory body whose primary duty is to ensure the functioning, effectiveness and enforcement of the Company's Model of Organization, adopted by the Company pursuant to the Decree. The supervisory body consists of three members appointed by the Board selected among qualified and experienced
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individuals, including Independent Non-Executive Directors, qualified auditors, executives or external individuals. The supervisory body consists of Mr. David Terracina (Chairman), Mr. Gian Franco Oliviero Mattei and Mr. Gianluca Andriani.
BOARD OF STATUTORY AUDITORS
Under Italian law, a joint-stock company is required to have a board of statutory auditors, appointed by the shareholders for a term of three financial years, with the authority to supervise the Company on its compliance with the applicable laws, regulations and the By-laws, as well as compliance with the principles of proper management and, in particular, on the adequacy of the organizational, administrative and accounting structure adopted by the Company and its functioning.
At the shareholders' general meeting of the Company held on April 27, 2018, the board of statutory auditors (including the alternate statutory auditors) was appointed for a term of three financial years. The mandate of the current Board of Statutory Auditors will expire at the forthcoming shareholders' general meeting to be called to approve the financial statements of the Company for Reviewed Period.
The board of statutory auditors of the Company consists of Mr. Antonino Parisi (Chairman), Mr. Roberto Spada and Mr. David Terracina. The alternate statutory auditors are Ms. Stefania Bettoni and Mr. Cristiano Proserpio.
DIRECTORS' RESPONSIBILITY AND AUDITORS' RESPONSIBILITY FOR SEPARATE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Separate financial statements of the Company for the year ended December 31, 2020 with a view to ensuring such Separate financial statements give a true and fair view of the state of affairs of the Company itself. In preparing these Separate financial statements, the Directors have selected suitable accounting policies and made judgments and estimates that are prudent and reasonable. The Separate financial statements have been prepared on a going concern basis and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as adopted by the European Union.
In addition, the Board is generally satisfied of the adequacy of resources, staff
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qualifications and experience, training program and budget of the Company's accounting and financial reporting function during the Reviewed Period.
As regards the auditor of the Company, its responsibilities are stated in the auditor's reports on the Separate financial statements.
INTERNAL CONTROL AND RISK MANAGEMENT
The Group's internal control system has mainly been designed to safeguard the assets of the Group itself, to maintain proper accounting standards, to ensure that appropriate authority has been given for the performance of acts by the Company, and to comply with the relevant laws and regulations.
To better control its activities in moving toward the achievement of the established objectives, the Group has adopted procedures to identify, evaluate and manage the specific risks arising out of the continuous changes which affect the regulatory framework and the Group's operations.
The Board places great importance on maintaining a sound and effective system of risk management and internal control to safeguard the shareholders' investment and the Company's assets.
The Board has acknowledged its responsibility for the risk management and internal control systems - including financial, operational and compliance controls functions - and for the ongoing monitoring and review of their effectiveness. Such systems are designed to manage rather than eliminate risks and are aimed at providing reasonable and not absolute assurance against material misstatement or loss.
The management with the support of the Internal Audit Department has been granted by the Board with the responsibility on the process to identify, evaluate and manage the risk factors that may affect the Group's operations and to resolve material internal control defects in the event such defects arise.
In particular, the measures adopted by the Group to contrast and contain the impacts of the spread of the Covid-19 pandemic on the Company's activities, aimed at mitigating the health and safety risk at work, have been continuously assessed during the Reviewed Period.
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The Internal Audit Department provides an independent review of the adequacy and effectiveness of the internal control and the risk management systems. The audit plan is discussed and agreed every year by the Audit Committee and then submitted to the Board for approval. In addition to its agreed annual schedule of work, the Internal Audit Department conducts other special reviews as required.
The risk assessment documents are periodically updated by the Internal Audit Department - with the support of the management - then reviewed by the Audit Committee and submitted to the Board for the relevant approval.
The Board has received a specific confirmation from the relevant management of the Company on the effectiveness of the Company's risk management and the internal control systems throughout the Reviewed Period.
During the Reviewed Period, no significant control failings or weaknesses were identified.
The Board - also through the support of the Audit Committee - has been reviewing on an ongoing basis (with the same frequency as regular Board meetings were held) and is generally satisfied that the internal control and the risk management systems have functioned effectively and have been adequate for the Group as a whole, throughout the Reviewed Period.
Moreover, the Board is generally satisfied of the adequacy of resources, staff qualifications and experience, training program and budget of the Company's internal audit and risk management function during the Reviewed Period.
INSIDE INFORMATION
The Company handles and disseminates inside information in accordance with the requirements of the Securities and Futures Ordinance and the Listing Rules.
With regard to the procedures and internal controls for the handling and dissemination of inside information, the Company:
- has adopted certain policies to ensure potential inside information is captured and confidentiality is maintained until timely and proper disclosure is made (the "Policy on Inside Information");
- has made available on the Company's intranet the Policy on Inside Information
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in order to ensure immediate access to it by all the Group's staff;
- has included in the procedures governing Directors and relevant employees a prohibition on dealing in the Company's shares whilst in possession of inside information; and
- has authorized only the Executive Directors and few selected members of management to act as spokespersons and respond to external enquiries.
In addition, the Board has established an Inside Information Committee, which comprises the Chairman, the Chief Executive Officer, Mr. Patrizio Bertelli, and the Chairman of the Audit Committee. The Inside Information Committee has been delegated with the power to assess, if necessary, any potential inside information, and to keep all other Directors timely informed about its decisions.
JOINT COMPANY SECRETARIES
The Company has appointed Ms. Patrizia Albano and Ms. Yuen Ying Kwai as joint company secretaries.
Given that the headquarter of the Company is located outside Hong Kong and the Company is incorporated in Italy, the Company is of the view that it is in the best interests of the Company and is of good corporate governance to maintain Ms. Patrizia Albano and Ms. Yuen Ying Kwai as the joint company secretaries.
During the Reviewed Period each of Ms. Patrizia Albano and Ms. Yuen Ying Kwai, respectively, undertook over 15 hours of relevant professional training to update their skills and knowledge.
SHAREHOLDERS' RIGHTS
A. CONVENING OF THE SHAREHOLDERS' GENERAL MEETING AT THE SHAREHOLDERS' REQUEST
Pursuant to Article 14.2 of the Company's By-Laws, a shareholders' general meeting has to be called by the Board when requested by shareholders representing at least one-twentieth of the Company's share capital, provided that the request mentions the item(s) to be discussed at the meeting. If there is an unjustified delay in calling the meeting by the Board, action will be taken by the board of statutory auditors.
- PUTTING FORWARD PROPOSALS AT SHAREHOLDERS' GENERAL MEETING Pursuant to Articles 14.4 and 14.5 of the Company's By-Laws, shareholders who, individually or jointly, own or control at least one-fortieth of the Company's share
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capital may request in writing for additions to be made to the list of items on the agenda, within ten days from the notice of call for a shareholders' general meeting, by setting out the proposed additions (five days in advance in the circumstances indicated under the second paragraph of Article 14.4). The proposals should be directed to the Group Corporate Affairs Director and Joint Company Secretary by email at corporateaffairs@pradagroup.com.
- MAKING AN ENQUIRY TO THE BOARD
Enquiries about matters to be put forward to the Board should be directed to the Group Corporate Affairs Director and Joint Company Secretary Ms. Patrizia Albano by email at corporateaffairs@pradagroup.com. The Company will not normally deal with verbal or anonymous enquiries.
-
PROCEDURES FOR SHAREHOLDERS' TO PROPOSE A PERSON FOR ELECTION AS DIRECTOR
The procedures for a shareholder to nominate a person for election as a Director of the Company are set out in Articles 19.3 and 19.4 of the Company's By-laws, details of which have been disclosed in the Company's announcement dated March 30, 2012.
CONSTITUTIONAL DOCUMENTS
During the Reviewed Period, there was no change to the Company's constitutional document.
COMMUNICATION WITH SHAREHOLDERS
A. DIVIDEND POLICY
On March 15, 2019, the Board has formalized and adopted a Dividend Policy to set out the framework that the Company has put in place in relation to dividend payout to shareholders. The Company aims to provide its shareholders a sustainable dividend stream, taking into account financial results, cash flow situation, working capital requirements, capital expenditures, investment requirements, future operations and earnings, business conditions and strategies, interests of shareholders and any statutory or regulatory restrictions on payment of dividends including applicable provisions under the Italian law and the Company's By-laws.
The Board will review the Dividend Policy from time to time and may adopt changes as appropriate, at the relevant time to ensure the effectiveness of the Dividend
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Policy.
During the Reviewed Period, the Company did not distributed dividend for the financial year 2019 as a conservative measure in the context of uncertainty created by the spread of the Covid-19 pandemic. Therefore, the whole net income of the Company for the financial year 2019 amounting to Euro 249,027,388.00 was allocated to the reserves of the Company.
- INVESTOR RELATIONS AND COMMUNICATIONS
The Company endeavors to maintain a high level of transparency when communicating with the shareholders and the financial community in general. The Company has maintained regular dialogue and fair disclosure with institutional shareholders, fund managers, research analysts and the finance media. Investor/ analysts briefings and one-on-one meetings, investor conferences, and results briefings are conducted on a regular basis in order to facilitate communication between the Company, shareholders and the investment community. The Company strives to ensure effective and timely dissemination of information to shareholders and the investment community at all times and will regularly review the arrangements to ensure its effectiveness.
The Company's corporate website (www.pradagroup.com) facilitates effective communications with shareholders, investors and other stakeholders, making corporate information and other relevant financial and non-financial information available electronically and on a timely basis. This includes extensive information about the Group's performance and activities via the annual report, interim report, social responsibility report, press releases, presentations, announcements, circulars to shareholders and notices of general meetings, etc.
- SHAREHOLDERS' MEETINGS
The Company strives to maintain an on-going dialogue with its shareholders. Shareholders are encouraged to participate in general meetings either in person or through appointed proxies to attend and vote at meetings for and on their behalf if they are unable to attend such meetings. The process of the Company's general meeting is monitored and reviewed on a regular basis.
The Company uses the shareholders' general meeting as one of the main channels
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for communicating with the shareholders and to ensure that shareholders' views are communicated to the Board. At the shareholders' general meeting, each substantially separate issue is proposed and considered by a separate resolution (including the election of individual directors).
In order to mitigate the risks connected with the COVID-19 pandemic, a shareholders' general meeting of the Company was held on May 26, 2020 exclusively by way of electronic means and attended by an exclusive proxyholder of all shareholders (Slaughter and May) (the "2020 AGM"). The Directors, including the Chairman of the Board, the Chairman of the Board Committees, the Joint Company Secretaries, the auditor of the Company, Deloitte & Touche S.p.A., the statutory auditors and the scrutineer, attended the 2020 AGM.
Separate resolutions were proposed at the 2019 AGM relating to each issue and the voting results of such resolutions were disclosed in the announcement of the Company dated April 30, 2019. The number of votes cast in favour of each resolution (and the corresponding percentage level) are set out below:
Brief summary of the Ordinary Resolutions passed at the 2020 AGM | Number of Votes |
cast in favour (%) | |
To approve the Audited Separate Financial Statements which show a net income of Euro 249,027,388 and the Audited | 2,462,582,602 |
Consolidated Financial Statements of the Company for year ended December 31, 2019 together with the Reports of the | |
(99.986%) | |
Board of Directors, the Board of Statutory Auditors and the Independent Auditors. | |
To approve the allocation of the net income of the Company, for the year ended December 31, 2019, as follows: (i) Euro | 2,462,935,296 |
51,176,480 to the extraordinary reserves of the Company, and (ii) Euro 197,850,908 to the retained earnings of the | |
(100%) | |
Company. | |
All resolutions put to the shareholders at the 2020 AGM were duly passed. Computershare Hong Kong Investor Services Limited, the Company's Hong Kong share registrar, acted as scrutineer for the vote taking at the 2020 AGM.
- CORPORATE COMMUNICATIONS
In order to increase efficiency in communication with shareholders and to contribute to environmental protection, the Company has made arrangements from September 2011 to ascertain how its shareholders wish to receive corporate communications. Shareholders have the right to choose the language, either in English or Chinese, or both, and means of receipt of the corporate communications, in printed form or by electronic means through the Company's website at www.pradagroup.com.
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F I N A N C I A L S T A T E M E N T S
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STATEMENT OF FINANCIAL POSITION
(amounts in Euro) | Note | December 31 | December 31 |
2020 | 2019 | ||
Assets | |||
Current assets | |||
Cash and cash equivalents | 1 | 103,294,670 | 70,695,601 |
Trade receivables, net | 2 | 526,652,299 | 776,685,379 |
Inventories | 3 | 295,693,913 | 319,433,394 |
Derivative financial instruments - current | 4 | 12,445,419 | 4,750,477 |
Financial and other receivables from, and advance payments to, parent company, | 5 | 265,626,783 | 250,527,495 |
subsidiaries, associates and related parties - current | |||
Other current assets | 6 | 143,153,507 | 143,948,556 |
Total current assets | 1,346,866,590 | 1,566,040,902 | |
Non-current assets | |||
Property, plant and equipment | 7 | 791,076,443 | 805,676,261 |
Intangible assets | 8 | 200,496,905 | 194,608,279 |
Right of use assets | 9 | 294,419,531 | 274,317,989 |
Investments | 10 | 903,271,935 | 978,436,166 |
Deferred tax assets | 27 | 43,922,790 | 30,833,620 |
Other non-current assets | 11 | 74,457,073 | 80,801,574 |
Derivative financial instruments - not current | 4 | 6,768,227 | 6,103,283 |
Financial and other receivables from, and advance payments to, parent company, | 5 | 201,298,365 | 201,510,026 |
subsidiaries, associates and related parties | |||
Total non-current assets | 2,515,711,268 | 2,572,287,199 | |
Total Assets | 3,862,577,859 | 4,138,328,100 | |
Liabilities and Shareholders' equity | |||
Current liabilities | |||
Short-term financial payables and bank overdrafts | 13 | 177,787,027 | 122,677,897 |
Financial and other payables due to parent company, subsidiaries, associates and | 14 | 63,800,921 | 74,652,660 |
to related parties - current | |||
Trade payables | 15 | 635,001,957 | 865,379,896 |
Tax payables | 16 | 24,123,529 | 19,461,981 |
Derivative financial instruments - current | 4 | 7,788,853 | 11,305,987 |
Other current liabilities | 17 | 145,772,616 | 128,232,431 |
Short-term lease liability | 12 | 42,146,074 | 39,466,571 |
Total current liabilities | 1,096,420,979 | 1,261,177,422 | |
Non-current liabilities | |||
Long-term financial payables | 18 | 385,868,249 | 488,108,349 |
Long-term employee benefits | 19 | 35,704,448 | 25,048,799 |
Provision for risk and charges | 20 | 1,581,265 | 4,674,948 |
Deferred tax liabilities | 27 | 1,710,553 | 1,534,622 |
Other non-current liabilities | 21 | 104,000,000 | 47,293,614 |
Derivative financial instruments- not current | 4 | 9,249,071 | 8,788,752 |
Financial and other payables to parent company, subsidiaries, associates and | 14 | 13,877,911 | 20,660,000 |
related parties | |||
Long-term lease liability | 12 | 275,612,364 | 264,616,390 |
Total non-current liabilities | 827,603,860 | 860,725,474 | |
Total liabilities | 1,924,024,839 | 2,121,902,896 | |
Share capital | 255,882,400 | 255,882,400 | |
Total other reserves | 1,698,846,500 | 1,511,515,416 | |
Net income/(loss) of the year | (16,175,880) | 249,027,388 | |
Shareholders' equity | 22 | 1,938,553,020 | 2,016,425,204 |
Total liabilities and shareholders' equity | 3,862,577,859 | 4,138,328,100 | |
40 | PRADA spa | Separate Financial Statements 2020 - Financial Statements |
STATEMENT OF PROFIT OR LOSS
(amounts in Euro) | Note | December 31 | December 31 |
2020 | 2019 | ||
Net Revenues | 23 | 1,188,628,418 | 1,822,823,191 |
Cost of goods sold | 24 | (598,423,944) | (841,844,065) |
Gross Margin | 590,204,475 | 980,979,127 | |
Operating expenses | 25 | (595,638,175) | (774,133,905) |
EBIT | (5,433,701) | 206,845,221 | |
Interest and other financial expenses, net | 26 | (52,856,799) | (52,214,242) |
Interest income/(expenses) on lease liabilities | 26 | (2,952,044) | (2,910,324) |
Dividends from investments | 26 | 37,014,250 | 48,741,382 |
Total financial income/(expenses) | (18,794,594) | (6,383,183) | |
Income before taxation | (24,228,295) | 200,462,038 | |
Taxation | 27 | 8,052,414 | 48,565,350 |
Net income/(loss) of the year | (16,175,880) | 249,027,388 | |
STATEMENT OF COMPREHENSIVE INCOME
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Net income/(loss) of the year | (16,176) | 249,027 |
Items recycled to P&L | ||
Change in Cash Flow Hedge reserve | 5,809 | 3,783 |
Tax impact | (1,394) | (908) |
Change in Cash Flow Hedge reserve less Tax Impact | 4,415 | 2,875 |
Items not recyclable to P&L: | ||
Change in Fair Value reserve | (15,206) | 58 |
Tax impact | - | - |
Change in Fair Value reserve less Tax Impact | (15,206) | 58 |
Change in Actuarial reserve | (346) | (1,531) |
Tax impact | 405 | - |
Change in Actuarial reserve less Tax Impact | 59 | (1,531) |
Total comprehensive income/(loss) | (26,908) | 250,429 |
PRADA spa | Separate Financial Statements 2020 - Financial Statements | 41 |
STATEMENT OF CASH FLOWS
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Income/(loss) before taxation | (24,228) | 200,462 |
Profit or loss adjustments | ||
Depreciation of Right of Use assets | 43,561 | 39,346 |
Depreciation and amortization of property, plant and equipment and intangible assets | 65,242 | 61,706 |
Impairment of fixed assets | 515 | 1 |
Losses/(gains) on disposal of fixed assets | (36,748) | (559) |
Impairment of investments | 40,353 | 32,661 |
Interest expenses on Lease liabilities, net | 2,952 | 2,910 |
Non-monetary financial income (expenses) | (34,537) | (48,741) |
Provisions and other non-monetary charges | 24,087 | 8,384 |
Balance sheet changes | ||
Trade receivables, net | 224,162 | (95,815) |
Inventories, net | 31,769 | (15,173) |
Trade payables | (230,123) | 57,556 |
Other current assets and liabilities | 19,222 | (49,304) |
Other non-current assets and liabilities | 7,591 | 7,916 |
Cash flows generated by operating activities | 133,818 | 201,350 |
Interest paid, (net), including interest paid of Lease liabilities | (2,814) | (143) |
Taxes paid | (4,159) | 0 |
Net cash flows from operating activities | 126,845 | 201,207 |
Purchase of tangible and intangible assets | (49,054) | (112,231) |
Disposal of property, plant and equipment | 2,320 | 720 |
Investments in subsidiaries | (6,614) | (23,101) |
Financial investments | - | 23,131 |
Dividends received | 37,014 | 48,741 |
Net cash flows (used)/generated by investing activities | (16,334) | (62,740) |
Dividends paid | - | (153,529) |
Change in short-term bank loans | (45,000) | (42,000) |
Change in short-term intercompany loans | 27,563 | (8,851) |
Repayment of loans from subsidiaries | 14,052 | 41,885 |
Repayment of Lease liabilities, net | (53,728) | (43,003) |
(Disbursement) of loans to subsidiaries | (23,486) | (111,160) |
Repayment of short-term portion of long-term bank loans | (177,889) | (250,000) |
New long term borrowings arranged | 175,000 | 200,000 |
Cash flow generated/(used) by financing activities | (83,488) | (366,658) |
Change in cash and cash equivalents net of bank overdraft | 27,023 | (228,191) |
Fratelli Prada spa -Opening cash and cash equivalents, net of bank overdraft | 5,574 | |
Opening cash and cash equivalents, net of bank overdraft | 70,696 | 298,887 |
Closing cash and cash equivalents, net of bank overdraft | 103,293 | 70,696 |
42 | PRADA spa | Separate Financial Statements 2020 - Financial Statements |
STATEMENT OF CHANGES IN EQUITY
(AMOUNTS IN THOUSANDS OF EURO, EXCEPT NUMBER OF SHARES)
Share | Cash flow | Net profit | Total | |||||||
(amounts in | Number | Share | Legal | Other | Retained | Fair value | sharehol- | |||
premium | hedge | (loss) for | ||||||||
thousands of Euro) | of shares | capital | reserve | reserves | earnings | reserve | der's | |||
reserve | reserve | the year | ||||||||
equity | ||||||||||
Balance at | ||||||||||
December 31 | 2,558,824,000 | 255,882 | 410,047 | 51,176 | 182,899 | 325,300 | (6,585) | (12,275) | 708,548 | 1,914,992 |
2018 | ||||||||||
Net result Allocation | - | - | - | - | - | 708,548 | - | - | (708,548) | - |
Gain/(losses) from | ||||||||||
the disposal of equity | - | - | - | - | - | 2,298 | - | 2,235 | - | 4,533 |
instruments | ||||||||||
Dividends paid | - | - | - | - | - | (153,529) | - | - | - | (153,529) |
Comprehensive | ||||||||||
income for the year | - | - | - | - | - | - | 2,875 | - | 249,027 | 251,902 |
(recyclable to P&L) | ||||||||||
Comprehensive inco- | ||||||||||
me for the year (not | - | - | - | - | - | (1,531) | - | 58 | - | (1,473) |
recyclable to P&L) | ||||||||||
Balance at | ||||||||||
December 31, | 2,558,824,000 | 255,882 | 410,047 | 51,176 | 182,899 | 881,086 | (3,710) | (9,982) | 249,027 | 2,016,425 |
2019 | ||||||||||
Allocation of 2019 | ||||||||||
net income - retained | - | - | - | - | - | 197,851 | - | - | (197,851) | - |
earnings | ||||||||||
Allocation of 2019 | ||||||||||
net income -extraor- | - | - | - | - | 51,176 | - | - | - | (51,176) | - |
dinary reserves | ||||||||||
Other movements | - | - | - | - | - | (50,965) | - | - | - | (50,965) |
Comprehensive inco- | ||||||||||
me/(loss) for the year | - | - | - | - | - | - | 4,415 | - | (16,176) | (11,761) |
(recyclable to P&L) | ||||||||||
Comprenhensive | ||||||||||
income/(loss) of the | - | - | - | - | - | 60 | - | (15,206) | - | (15,146) |
year (not recyclable | ||||||||||
to P&L) | ||||||||||
Balance at | ||||||||||
December 31, | 2,558,824,000 | 255,882 | 410,047 | 51,176 | 234,075 | 1,028,032 | 704 | (25,187) | (16,176) | 1,938,553 |
2020 |
PRADA spa | Separate Financial Statements 2020 - Financial Statements | 43 |
EFFECTS OF THE MERGER OF FRATELLI PRADA ON THE COMPANY STATEMENT OF FINANCIAL POSITION AS AT JANUARY 01, 2020
Prada Spa | Effects of | Prada Spa | |
(amounts in Euro) | Fratelli Prada Spa | ||
December 31, 2019 | January 01, 2020 | ||
merger | |||
Cash and cash equivalents | 70,696 | 5,575 | 76,271 |
Trade receivables, net | 776,685 | 1,043 | 777,729 |
Inventories, net | 319,433 | 10,150 | 329,583 |
Derivative financial intruments | 4,750 | - | 4,750 |
Receivables from parent company and other related parties | 250,527 | 1,337 | 251,864 |
Other current assets | 143,949 | 5,231 | 149,180 |
Total current assets | 1,566,041 | 23,336 | 1,589,377 |
Property, plant and equipment, net | 805,676 | 5,330 | 811,006 |
Intangible assets, net | 194,608 | - | 194,608 |
Right of use | 274,318 | 33,124 | 307,442 |
Associated undertakings | 978,436 | (66,000) | 912,436 |
Deferred tax assets | 30,834 | 2,706 | 33,540 |
Other non-current assets | 80,802 | 18 | 80,820 |
Derivative financial instruments - not current | 6,103 | - | 6,103 |
Receivables from controlling, other group company and related | 201,510 | - | 201,510 |
Total non-current assets | 2,572,287 | (24,822) | 2,547,465 |
Total Assets | 4,138,328 | (1,486) | 4,136,842 |
Bank overdrafts and short terms loans | (122,678) | - | (122,678) |
Payables to parent company and other related parties | (74,653) | - | (74,653) |
Trade payables | (865,380) | (10,359) | (875,739) |
Current tax liabilities | (19,462) | (961) | (20,423) |
Derivative financial liabilities | (11,306) | - | (11,306) |
Other current liabilities | (128,232) | (738) | (128,971) |
Short-term lease liability | (39,467) | (4,748) | (44,215) |
Total current liabilities | (1,261,177) | (16,806) | (1,277,984) |
Long term debt, net of current portion | (488,108) | - | (488,108) |
Pensions liabilities and leaving indemnities | (25,049) | (4,205) | (29,253) |
Provisions | (4,675) | - | (4,675) |
Deferred tax liabilities | (1,535) | - | (1,535) |
Other LT liabilities | (47,294) | - | (47,294) |
Derivative financial liabilities - not current | (8,789) | - | (8,789) |
Payables to controlling, other group company and related | (20,660) | - | (20,660) |
Long-term lease liability | (264,616) | (28,469) | (293,085) |
Total non-current liabilities | (860,725) | (32,674) | (893,399) |
Total liabilities | (2,121,903) | (49,480) | (2,171,383) |
Share capital | (255,882) | - | (255,882) |
Other Reserves | (1,511,515) | 50,965 | (1,460,550) |
Net result for the period | (249,027) | - | (249,027) |
Total shareholder's equity | (2,016,425) | 50,965 | (1,965,460) |
Total liabilities and shareholder's equity | (4,138,328) | 1,485 | (4,136,843) |
44 | PRADA spa | Separate Financial Statements 2020 - Financial Statements |
N O T E S T O T H E F I N A N C I A L S T A T E M E N T S
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 45 |
COMPANY INFORMATION
PRADA spa is a joint-stock company with limited liability, registered and domiciled in Italy. Its headquarters are in via A. Fogazzaro 28, Milan, Italy. As of December 31, 2020, approximately 79.98% of PRADA spa's share capital was owned by PRADA Holding spa, an Italian company, and the remainder was listed on the Main Board of the Hong Kong Stock Exchange.
The ultimate indirect shareholders of PRADA Holding spa are Patrizio Bertelli and the Prada family.
The Company is not subject to the management and control of any other companies or entities, noted in accordance with the disclosure requirements of Italian Civil Code Article Art. 2497 et seq.
The Financial Statements were approved by the Board of Directors on March 10, 2021.
BASIS OF PRESENTATION
The Financial Statements, comprising the Statement of financial position, Statement of profit or loss, Statement of comprehensive income, Statement of cash flows, Statement of changes in equity and Notes to the financial statements, are prepared in compliance with International Financial Reporting Standards (IAS/IFRS) and related interpretations (SIC/IFRIC) as approved by the European Commission and enforced at the reporting date.
The Financial Statements have been prepared on a going concern basis.
NEW IFRS AND AMENDMENTS TO IFRS
New Standards and Amendments issued by the IASB, endorsed by the European Union and applicable to Prada spa from January 1, 2020.
New IFRS and Amendments to existing Standards | Effective date for | EU endorsement status |
Prada spa | ||
Amendments to IFRS 9, IAS 39 and IFRS17: Interest Rate Benchmark Reform | January 1, 2020 | Endorsed in January 2020 |
Amendments to IFRS 3 Business Combinations | January 1, 2020 | Endorsed in April 2020 |
Covid-Related Rent Concessions: Amendment to IFRS 16 | January 1, 2020 | Endorsed in October 2020 |
IAS 1 and IAS 8: definition of material | January 1, 2020 | Endorsed in November 2019 |
Amendments to References to the Conceptual Framework in IFRS Standards | January 1, 2020 | Endorsed in November 2019 |
46 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
Among the New IFRSs and Amendments above, only the "Covid-Related Rent Concession: Amendment to IFRS 16" had a significant impact on the CompanyFinancial Statements, the details of which are explained below.
New Standards and Amendments issued by the IASB, endorsed by the European Union, but not yet applicable to Prada spa as effective for financial years beginning on January 1, 2021.
New IFRS and Amendments to existing Standards | Effective date for | EU endorsement status |
Prada spa | ||
Amendments to IFRS 4 Insurance Contracts - deferral of IFRS 9 | January 1, 2021 | Endorsed in December 2020 |
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: | January 1, 2021 | Endorsed in January 2021 |
Interest Rate Benchmark Reform - Phase 2 | ||
New Standards, Amendments to existing Standards and operational guidelines issued by the IASB, but not yet endorsed by the European Union at the date of approval of these Separate Financial Statements.
New IFRS and Amendments to existing Standards | Effective date for | EU endorsement status |
Prada spa | ||
IFRS 17 Insurance Contracts | January 1, 2023 | Not endorsed yet |
Amendment to IAS 1 Presentation of Financial Statements in IFRS Standards | January 1, 2023 | Not endorsed yet |
Amendments to: | ||
-IFRS 3 Business Combinations; | ||
-IAS 16 Property, Plant and Equipment; | January 1, 2022 | Not endorsed yet |
-IAS 37 Provisions, Contingent Liabilities and Contingent Assets; | ||
-Annual Improvements 2018-2020 | ||
AMENDEMENT TO IFRS 16 FOR COVID-RELATED RENT CONCESSIONS
On May 28, 2020, the International Accounting Standard Board ("IASB") approved the possibility of providing lessees with a practical expedient for the immediate recognition in the profit or loss of Covid-related rental discounts.
Based on this practical expedient, the lessees are not required to assess whether the Covid-related rent reductions obtained by the lessors are lease modifications; therefore, the lessees can book such rent reductions as if they were not lease modifications, thus giving the possibility to the lessees to recognize the entire economic benefit of such discounts immediately through profit or loss.
Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the Covid-19 pandemic and if all of the following criteria are met:
- any rent reduction affects only payments originally due on or before June 30, 2021;
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 47 |
- there is no substantive change to the other terms and conditions of the lease;
- the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change.
On October 12, 2020, the European Commission completed the endorsement process of the amendment to IFRS 16 for Covid-Related Rent Concessions. The application of such amendment is valid for financial statements star ting from June 1, 2020, but early adoption is allowed for financial years star ting from January 1, 2020. Prada SpA opted for the early adoption thus recognizing the Covid-related rent discounts from January 2020.
As a result of the above, the Statement of Profit or Loss for the twelve months ended December 31, 2020 includes a total of Euro 7 million of Covid-related rent discounts within the "Operating expenses" line-item.
As at the date of these Financial Statements, the Directors have not yet completed the analysis necessary to assess the impacts of the above new standards and interpretations not yet applicable to the Company, both in terms of those already endorsed by the European Union and those undergoing the endorsement.
FINANCIAL STATEMENTS
The Company has prepared the Statement of financial position classifying separately current and non-current assets and liabilities. The Notes contain more detailed information with further breakdowns of the items reported in the Statement of Financial Position.
The Profit or Loss is classified by function.
Cash flow information is reported in the Statement of cash flows which forms an integral part of the Financial Statements.
The accounting policies and the notes are an integral part of the Financial Statements.
Every item in the Statement of financial position, Statement of profit or loss, Statement of cash flows and Statement of changes in equity is detailed in the Notes to the financial statements.
48 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
MAIN ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are carried in the statement of financial position at nominal value. Cash equivalents include all highly liquid investments with an original maturity of three months or less.
For the purposes of the cash flow statement only, cash and cash equivalents comprise cash on hand, bank accounts, deposit accounts. In the statement of financial position, bank overdrafts and current portions of payables to banks for medium and long-term loans are included in Bank overdrafts and short-term loans.
TRADE RECEIVABLES AND PAYABLES
Trade receivables are recognized at their nominal value net of the bad debt provision determined on the basis of the requirements set by IFRS 9. According to this standard, receivables are written off following the application of the "expected loss" impairment method together with, if necessary, further impairments recognized upon specific doubtful conditions on the single credit positions.
Trade payables are recorded at nominal amount.
Transactions denominated in foreign currencies are recorded at the exchange rate as at the date of the transaction. At the reporting date, transactions denominated in foreign currencies are translated using the exchange rate as at the reporting date. Gains and losses arising from the translation are reflected in the profit or loss.
The transfer of a financial asset to third parties implies its derecognition from the statement of financial position only if all risks and rewards connected with the financial asset are substantially transferred. Risks and rewards are considered transferred when exposure to variability in the present value of future net cash flows associated with the asset changes significantly as a result of the transfer.
INVENTORIES
Raw materials, work in progress and finished products are recorded at the lower of acquisition cost or production cost and net realizable value. Cost comprises direct production costs and those overheads that have been incurred in bringing
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 49 |
the inventories to their present location and condition. Acquisition or production cost is determined on a weighted average basis.
Provisions, adjusting the value of the inventory, are made for slow moving and obsolete inventories and if estimated selling prices are lower than cost.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments that hedge interest rate risk and exchange rate risk exposure are recognized based on hedge accounting rules.
Hedging contracts are designated as cash flow hedges. Hedge accounting treatment is allowed if derivative financial instruments are designated as a hedge of the exposure to changes in future cash flows of a recognized asset or liability or a highly probable transaction and which could affect profit or loss. In this case, the effective portion of the gain or loss on the hedging instrument is recognized in shareholders' equity. Accumulated gains or losses are reversed from shareholders' equity and recognized in the profit or loss for the period in which the profit or loss effect of the hedged operation is recognized.
Any gain or loss on a hedging instrument (or portion thereof) which is no longer effective as a cash flow hedge is immediately recognized in the profit or loss. If the hedged transaction is no longer expected to take place, any related cumulative gain or loss outstanding in equity will be recognized in the profit or loss.
ASSETS HELD FOR SALE
A non-current asset is classified as held for sale if its carrying amount will be mainly recovered through sale rather than through its continued usage.
Assets classified as held for sale are valued at the lower of net book value and fair value less any costs to sell.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at purchase cost or production cost, including any charges directly attributable. They are shown net of accumulated depreciation calculated on the basis of the useful lives of the assets and any impairment losses.
Ordinary maintenance expenses are charged in full to profit or loss for the year they are incurred. Extraordinary maintenance expenses are capitalized if they
50 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
increase the value or useful life of the related asset.
The costs included under leasehold improvements relate to refurbishment work carried out on premises, mainly commercial, not owned by the Company.
All costs incurred during the period between the start of refurbishment work and the opening of the store are capitalized as leasehold improvements, as they are deemed necessary to bring the related assets to their working condition in accordance with company guidelines. The relevant construction or refurbishment period ranges from six to eighteen months depending on the type of store/work.
Depreciation methods, useful lives and net book values are reviewed annually. The depreciation rates representing the useful lives are listed below:
Category of Property, Plant and Machinery | Depreciation rate or period | |
Buildings | 2.5% | - 10% |
Production plant and equipment | 4% | - 25% |
Improvements to leased retail premises | shorter of useful life and lease term (*) | |
Improvements to leased industrial and corporate premises | shorter of useful life and lease term (*) | |
Furniture and fixture retail | shorter of useful life and lease term (*) | |
Furniture and fixture corporate | 7% | - 25% |
Other tangible fixed assets | 4% | - 50% |
(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain | ||
When assets are sold or disposed of, their cost and accumulated depreciation are eliminated from the financial statements and any gains or losses are recognized in the profit or loss.
If the term of a rental agreement is terminated in advance with respect to the original lease term, the residual useful life of property, plant and equipment allocated on it is adjusted consistently.
The value of land is stated separately from the value of buildings. Depreciation is only charged on the value of buildings.
Every year, a test is performed for indications that the value of property, plant and equipment has been impaired. If any such indications are found, an impairment test is performed to estimate the recoverable amount of the asset. The impairment loss is determined by comparing the carrying value of the asset with its recoverable value, which means the higher of the fair value of the asset less costs to sell and
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 51 |
its value in use.
Fair value is determined based on the best information available to reflect the amount that could be obtained from the disposal of the asset at the reporting date.
Value in use is an estimate of the present value of future cash flows expected to derive from the asset tested for impairment. Impairment losses are recorded immediately in the profit or loss.
INTANGIBLE ASSETS
Only identifiable assets, controlled by the company and capable of producing future economic benefits are included in intangible assets.
Intangible assets include licenses, store lease acquisition costs, software, development costs and goodwill.
Software refers to Information Technology development projects and includes all internal and external costs incurred to bring the asset into use. IT projects include costs incurred to acquire licenses as well as the cost of development and installation. Software is capitalized on condition that it is identifiable, reliably measurable and if it is probable that the asset will generate future economic benefits.
Intangible assets with a definite useful life are amortized on a straight-line basis at the following rates:
Category of intangible assets | Amortization rate or period |
Store lease acquisition costs | shorter of useful life and lease term (*) |
Software | 10% - 33% |
Development costs and other intangible assets | 10% - 33% |
(*) the lease term includes the renewal period when the exercise of the option is deemed reasonably certain | |
All business combinations included within the scope of IFRS 3 are recorded using the acquisition method whereby identifiable assets, liabilities and potential liabilities of the acquired business, which satisfy recognition requirements, are measured at their acquisition-date fair value.
The difference between the cost of the business combination and the interest acquired in the net fair value of identifiable assets, liabilities and potential
52 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
liabilities is recorded as goodwill.
Goodwill, as an asset that produces future economic benefits but which is not individually identified and separately measured, is initially recognized at cost.
Goodwill is not amortized but tested for impairment every year to check if its value has been impaired. If specific events or altered circumstances indicate the possibility that goodwill has been impaired, the impairment test is performed more frequently.
An impairment loss recorded for goodwill is never reversed in subsequent years.
RIGHT OF USE ASSETS AND LEASE LIABILITY
Right of Use of leased assets and Lease Liabilities are regulated by IFRS 16 Leases which apply to all lease contracts that provide for the payment of fixed rents, including those indexed and those that set a guaranteed minimum.
The Company recognize the Right of use assets and the lease liability at the commencement date of the lease and based on the lease term.
The identification of a lease term is very important, especially in the field of real estate, because the form, legislation and common business practice can vary considerably from one jurisdiction to another. The Company determines the lease term as the non-cancellable period of a lease, together with the periods covered by an option to extend or to terminate the lease under the control of the Company. The management evaluates the exercise of the option if it's considered "reasonably certain" based on several factors and circumstances that create an incentive for the lessee to exercise, or not to exercise the option, including any expected changes in facts and circumstances from the commencement date until the exercise date of the option.
The lease term begins on the 'commencement date' of the lease. This is defined as the date on which the lessor makes an underlying asset available for use by a lessee. It is the date on which the lessee initially recognises and measures Right of Use assets and lease liabilities.
The commencement date is not necessarily the date on which start the depreciation of the Right of Use. For retail premises, the asset leased is ready for use when
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 53 |
works on premises are completed and, therefore the depreciation of Right of Use shall begin after the completion of works necessary to bring a store to its working condition according to the management instructions.
The Right of use assets is measured at cost, identified as the initial measurement of the lease liability, increased by any initial direct costs incurred by the lessee (key money, legal fees, agent fees or other fees paid to enter in the agreement) or by any dismantling cost necessary to bring back the premises to its original condition. The Right of use Assets is depreciated over the Lease term.
The lease liability is measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using an incremental borrowing rate. The profit or loss caption "interest expenses IFRS 16" represent the adjustment of the present value of the lease liability. Since most leases stipulated by the Company do not have an interest rate implicit in the lease, the discount rate applicable to future lease payments was determined as the Italian risk-free rate, with payment dates based on the terms of the specific lease, increased by the Company's credit spread.
A lease modification occurs when there is a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease (for example, adding or terminating the right to use one or more underlying assets, or extending or shortening the contractual lease term). The effective date of the modification is defined as "the date when both parties agree to a lease modification". When this occur, the Right of use and the lease liability are updated accordingly. If a lease is terminated before the original lease term date defined at the commencement date, both Right of Use assets and the lease liability are remeasured, impacting also the profit of loss statement.
In addition, the options for the extension and early termination of the lease agreements are re-evaluated and re-considered when a significant event or a change occurs in the circumstances that are under the control of the Group and this will influence the assessment of the reasonable certainty of the exercise options.
Low value contracts (the price of the asset, when new and recognized on a singlecomponent basis approach, is less than Euro 5,000) and leases whose lease term is shorter than 12 months are not in the scope of "IFRS 16 Leases", so they are recognized through profit or loss on a straight-line basis over the lease term.
54 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
Purely variable rent, typically linked to sales without a guaranteed minimum, are excluded too from the scope of application of such standard.
Based on the practical expedient set by the "Amendment to IFRS16: Covid-Related Rent Concession", a lessee is not required to assess whether the Covid-related rent reductions obtained by the lessors are lease modifications. Therefore, the lessee can book such rent reduction as if they were not lease modifications, thus recognizing the entire economic benefit of such discounts immediately through profit or loss. Rent discounts are eligible for the practical expedient if they occur as a direct consequence of the Covid-19 pandemic and if all of the following criteria are met:
- any rent reduction affects only payments originally due on or before June 30, 2021;
- there is no substantive change to the other terms and conditions of the lease;
- the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change.
A lessee is expected to make judgement about whether other changes are substantive based on its understanding of those changes and based on how they were historically managed by the Company. As a result, in the Company's view a modification of the contract such as a renewal or the extension of the lease term is to be considered substantive only when it is not consistent with the usual practices applied by the Company and in the industry as a whole. For example, a contract renewal might be signed up a few years ahead of the formal expiration of the contract under negotiation, as it also also occurred in 2020 when certain contract renewals or lease-term extension overlapped, only in terms of timing, with the negotiations for the Covid-related rental discounts.
IMPAIRMENT OF ASSETS
IAS 36 requires an impairment test to be performed on property, plant and equipment, intangible assets and investments whenever there is an indication of impairment.
Goodwill and other intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment at least once a year. When the carrying amount of these assets exceeds their recoverable amount, it is
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reduced accordingly and the impairment is recognized in the profit or loss.
The recoverable amount of the asset is calculated as the higher of its fair value less costs of disposal (where there is an active market) and its value in use. Value in use is determined by discounting cash flows expected to arise from the use of the asset or Cash Generating Unit, as well as from the cash flow expected to arise from its disposal at the end of its useful life.
Cash flow projections are based on budgets and forecasts and on long-term plans (generally 5 years) approved by the management and by the relevant business units.
Cash Generating Units are determined based on the organizational structure and represent groups of assets that generate independent cash inflows from continuing use of the relevant assets.
INVESTMENTS
Investments in subsidiaries, associated undertakings and joint ventures are accounted for under the cost method and tested for impairment whenever there is an indication of impairment.
The valuation method used is the Discounted Cash Flow model, adopting the process described in the Note Impairment of assets. If an impairment loss has to be recognized, it is charged to the profit or loss in the period in which it is identified. If the reason for the impairment loss no longer applies, the carrying amount of the investment is restored but not to more than its original cost. Such reversals are recorded in the profit or loss.
INVESTMENTS IN EQUITY INSTRUMENTS
The initial recognition of Investments in equity instruments is at purchase cost, increased by any directly attributable transaction costs. The Company measures these instruments at fair value and the related changes are recorded in a specific equity reserve. This change (FVTOCI) is also included in the statement of comprehensive income as "items not recyclable to profit or loss", therefore only dividends received will be recorded in the statement of profit or loss of the Company. IFRS 9 also provides for an alternative treatment that allows the recognition of fair value changes directly to profit or loss (FVTPL). The choice of this accounting treatment (FVTPL or FVTOCI) has to be done for each investment and has to be considered irrevocable once adopted. Any exceptions to the initial recognition will be reported in the Notes to the Separate financial statements.
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In the case of securities listed on active markets, the fair value is the price recorded at the end of the trading day of the period under review. For investments for which there is no an active market, the fair value is determined based on the price of recent transactions between independent parts of substantially similar instruments, or by using other valuation techniques such as, for example, income assessments or based on flow analysis discounted financial figures.
DEFERRED TAX ASSETS
Deferred tax assets are amounts of income taxes recoverable in future periods in relation to deductible temporary differences and carryforward of unused tax losses.
Deductible temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax value which, in determining taxable income for future years, will result in deductible amounts when the carrying amount of the asset or liability is realized or settled.
Deferred tax assets are recognized for all deductible timing differences, tax losses carry-forwards and unused tax credits only to the extent that is probable that taxable profit will be available in future years against which the deductible timing differences can be used. Recoverability is reviewed at every year end. Deferred tax assets are measured at the tax rates which are expected to apply to the period when the asset is realized based on tax rates (and tax laws) in force at the reporting date.
Deferred tax assets are not discounted.
Deferred tax assets are recognized through the profit or loss unless the tax amount is generated from a transaction or an event directly recognized in equity or from a business combination.
Deferred tax assets relating to items credited or debited directly to shareholders' equity are also credited or debited directly to shareholders' equity.
NON-CURRENT FINANCIAL LIABILITIES
Non-current financial liabilities include payables to banks for medium and long term loans.
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Bank borrowing includes principal amounts, interest and additional arrangement costs accruing and due at the balance sheet date even when they are charged at a later date.
Non-current financial liabilities are initially recorded at fair value on the transaction date less transaction costs which are directly attributable to the acquisition. After initial recognition, non-current financial liabilities are valued at amortized cost i.e. at the initial amount less principal repayments already made plus or minus the amortization (using the effective interest method) of any difference between that initial amount and the maturity amount.
The effective rate of interest is the rate used to discount payments based on the contractual term of the loan or on a shorter period, if appropriate.
EMPLOYEE BENEFITS
Post-employment benefits mainly consist of Italian Staff Leaving Indemnities (hereinafter TFR) which are classified as defined-benefit plans.
Defined benefit plans are recognized, using actuarial techniques to estimate the amount of the obligations resulting from employee service in the current and past periods and discounting it to determine the present value of the Company's obligations.
The actuarial valuation is carried out by an independent actuary using the Projected Unit Credit Method.
This method considers each period of service provided by the employee as an additional unit right and measures the actuarial liability on the basis of the matured years of service only at the date of measurement. This actuarial liability is then re-measured taking into account the relationship between the service years provided by the employee at the date of measurement and the total years of service expected at the forecast date of settlement of the benefit. Moreover, this method takes account of future salary increases, for whatever reason (inflation, career progression and new employment agreements) until the estimated termination date of the employment relationship.
Actuarial gains and losses are recognized directly in equity, net of the tax effect.
Other long-term employee benefits are recorded among non-current liabilities and their value corresponds to the present value of the defined benefit obligation at the reporting date, adjusted according to the period of the underlying agreement. Like defined benefit plans, other long term benefits are also valued using the
58 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
Projected Unit Credit Method.
PROVISIONS FOR RISKS AND CHARGES
Provisions for risks and charges cover costs of a determinate nature that were certain or probable but whose amount or due date was uncertain at year end. Provisions are only recorded when the Company has a legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made based on available information.
Where the Company expects reimbursement of a charge that has been provided for (e.g. under an insurance policy) the reimbursement is recognized as a separate asset but only when the reimbursement is certain.
DEFERRED TAX LIABILITIES
Deferred tax liabilities are amounts of income taxes due in future periods in respect of taxable temporary differences.
Taxable temporary differences are differences between the carrying amount of an asset or liability in the statement of financial position and its tax base which, in determining the taxable income for future years, will result in taxable amounts when the carrying amount of the asset or liability is recovered or settled.
Deferred tax liabilities are recognized for all taxable timing differences except when liability is generated by the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction other than a business combination that does not affect the accounting result or the tax result at the transaction date.
Deferred tax liabilities are measured at the tax rates which are expected to apply to the period when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
Deferred tax liabilities are not discounted.
Deferred tax liabilities are recognized in the profit or loss unless the tax amount is generated by a transaction or an event directly recognized in equity or by a
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business combination.
Taxation for deferred tax liabilities relating to items credited or debited directly to shareholders' equity is also credited or debited directly to shareholders' equity. The deferred tax liabilities is only offset against deferred tax assets, when the two items refer to the same tax and the same period.
REVENUE RECOGNITION
Revenues from the sale of goods are recognized in the profit or loss when all of the following criteria have been satisfied:
- identify the contract (in writing, orally or in accordance with other customary business practices) with a customer;
- identify the performance obligations in the contract;
- determine the transaction price for each performance obligations;
- the amount of revenue (transaction selling price) can be measured reliably;
- the significant risks and rewards of ownership are transferred to the buyer;
- all control over the goods sold has ceased;
- the economic benefits generated by the transaction will probably be enjoyed by the Company;
- the costs pertaining to the transaction can be reliably measured;
- each performance obligations has been satisfied.
Royalties are accounted for based on sales made by the licensees and the terms of the contracts. Royalties under franchise agreements are recorded based on the sales made by the Company to the franchisees.
Dividends are booked in the profit or loss when the shareholders' become entitled to receive payment and are classified in the caption "Dividend from investments".
ACCOUNTING FOR COSTS
Costs are recorded on an accrual basis. In particular, a cost is immediately recognized in the profit or loss when:
- an expense does not generate any future economic benefit;
- the future economic benefits do not qualify or cease to qualify as assets for recognition in the statement of financial position;
- a liability is incurred and no asset has been recorded.
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PRE-OPENING RENTS
Costs incurred during the pre-opening period of new or refurbished retail stores are charged to the profit or loss when incurred, except for the suspension of the depreciation of the Right of Use assets.
FINANCIAL EXPENSES
Financial expenses include interest on bank overdrafts, on short and long term loans, amortization of initial costs of loan operations, changes in the fair value of derivatives - insofar as chargeable to the profit or loss - and annual interest maturing on the present value of post-employment benefits.
INCOME TAXES
The provision for income taxes is determined based on a realistic estimate of the tax charge of each entity included in the tax consolidation, in accordance with the tax rates and tax laws in force or substantially approved at the reporting date.
Current taxes are recorded in the profit or loss as an expense. This is except for taxes deriving from transactions or events directly recognized through shareholders' equity which are directly charged to equity.
CHANGES OF ACCOUNTING POLICY, ERRORS AND CHANGES IN ACCOUNTING ESTIMATES
The accounting policies adopted are only modified from one year to another if the change is required by an accounting standard or if it provides more reliable and more relevant information on the effects of operations on the Company's Statement of financial position, Profit or loss or Cash flows.
Changes of accounting policy are applied retrospectively, adjusting the opening balance of each affected component of equity for the earliest prior period presented. Other comparative amounts, disclosed for each prior period presented, are also adjusted as if the new accounting policy had always been applied. A prospective approach is applied only when it is not possible to restate the comparative information.
The adoption of a new or amended accounting standard is implemented in accordance with the requirements of the standard itself. If the new standard
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does not include specific transition provisions, the change of accounting policy is applied retrospectively or, if this is not feasible, prospectively.
In the case of material errors, the same approach adopted for changes in accounting standards described in the previous paragraph shall be followed. Non material errors are recognized in the profit or loss in the period in which the error is identified.
The effect of changes in accounting estimates is prospectively recorded in the profit or loss for the year the change takes place if it is the only year affected. It is also reflected in later years if they too are affected by the change.
FINANCIAL RISK MANAGEMENT
The Company's international activities expose it to a variety of financial risks including the risk of exchange rate and interest rate fluctuation. The Company's overall risk management policy takes account of the volatility of financial markets and seeks to minimize uncertainty regarding cash flow and the resulting potential adverse effects on its results.
The Company enters into hedging contracts to manage risks arising from exposure to the exchange rate and interest rate risks.
Financial instruments are accounted for based on hedge accounting rules. At the inception of the hedge contract, the Company formally documents the hedging relationship assuming that the hedging is effective during the different accounting periods it is designated for.
EXCHANGE RATE RISK
The Company's export sales activities expose it to an exchange rate risk due to fluctuations in the exchange rate of the Euro primarily against the US Dollar, Hong Kong Dollar, Chinese Renminbi, Japanese Yen and, to a lesser extent, other currencies. The Corporate Finance Department is responsible for foreign exchange risk hedging by entering into derivative contracts (forward sale and purchase, options) with third parties.
In accordance with IFRS 9, these hedging contracts are classified as cash flow hedges. The fair value of the hedging contracts designated as cash flow hedges is recorded under shareholders' equity net of the tax effect.
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INTEREST RATE RISK
The debt taken on by the Company exposes it to an interest rate risk. The Corporate Finance Department hedges this risk by arranging Interest Rate Swap and Collar agreements.
The fair value of derivative contracts designated as cash flow hedges is recorded under shareholders' equity net of the tax effect.
Meanwhile, for non-hedging derivatives qualified as fair value through profit or loss, fair value is recorded in full in the profit or loss.
USE OF ESTIMATES
In accordance with IAS/IFRS, the preparation of these financial statements requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses and when valuing contingent assets and liabilities.
Such assumptions relate primarily to transactions and events not settled as of the year-end. Accordingly, upon settlement, the actual results may differ from the estimated amounts. Estimates and assumptions are periodically reviewed and the effects of any differences are immediately charged to the profit or loss.
Estimates have been used when performing impairment tests, in determining provisions for risks and charges, the allowance for doubtful accounts, the allowance for obsolete and slow moving inventories, post-employment benefits, returns, when calculating taxes, measuring derivative instruments and evaluating the useful lives of tangible and intangible assets, lease term assessment for the lease contracts in scope for IFRS 16. The fair value of derivatives and securities is based on market listed prices at the reporting date. The fair value of derivative instruments used to hedge the interest rate risk (IRS) and derivative instruments used to hedge the exchange rate risk (forward contracts and options) has been determined using one of the valuation platforms in most widespread use on the market and based on interest rate curves and spot and forward exchange rates at the reporting date.
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SIGNIFICANT ACQUISITIONS AND DISINVESTMENTS
On April 22, 2020, with the aim of rationalize and simplify the Prada Group structure, the Board of Directors of Prada spa approved the plan of merger by incorporation of Fratelli Prada spa, a wholly owned subsidiary acquired by Prada spa on October 29, 2019. On October 7, 2020 the merger agreement was signed, with legal effect on the same date and tax and accounting effect on January 1, 2020
STATEMENT OF FINANCIAL POSITION
1. CASH AND CASH EQUIVALENTS
The composition of cash and cash equivalents as of December 31, 2020 and December 31, 2019 is presented hereunder:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Cash on hand | 207 | 784 |
Bank deposit accounts | 1 | 1 |
Bank current accounts | 103,087 | 69,911 |
Total cash and cash equivalents | 103,295 | 70,696 |
The Statement of Cash Flows and Financial Review provide additional information on the cash flows of the period.
2. TRADE RECEIVABLES, NET Trade receivables are detailed below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Trade receivables due from third parties | 146,224 | 162,903 |
Trade receivables due from Parent company | 5 | 191 |
Trade receivables due from subsidiaries and associates | 376,810 | 609,724 |
Trade receivables due from related companies | 3,613 | 3,867 |
Total trade receivables | 526,652 | 776,685 |
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The breakdown by counterparty (except for receivables due from third parties) is provided in Note 28, "Transactions with parent companies, subsidiaries, associates and related parties".
The allowance for doubtful debts was estimated on an itemized basis, using all information available when the financial statements were prepared to align the receivables to their estimated realizable value. In addition, an allowance for expected credit losses, calculated based on specific credit rating assigned to each customer, was set up to represent the creditworthiness of wholesale clients.
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Trade receivables, third, parent and related parties, gross | 155,837 | 171,205 |
Allowance for bad and doubtful debts | (5,995) | (4,244) |
Trade receivables third parties, parent and related parties -net | 149,842 | 166,961 |
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Trade receivables due from subsidiaries and associates, gross | 378,538 | 613,534 |
Allowance for bad and doubtful debts | (1,728) | (3,810) |
Trade receivables due from subsidiaries and associates, net | 376,810 | 609,724 |
Total | 526,652 | 776,685 |
The annual changes in the allowance were as follows:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Opening balance | 8,053 | 8,803 |
Increases | 1,922 | 430 |
Utilized | (171) | (289) |
Reversals | (2,082) | (891) |
Closing amount | 7,722 | 8,053 |
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An aging analysis of the total trade receivables at the reporting date before deducting the allowance for doubtful debts is as follows:
(amounts in thousands of Euro) | December | Current | Overdue (in days) | ||||
31, 2020 | 1 30 | 31 60 | 61 90 | 91 120 | > 120 | ||
Trade receivables, third, parent and related parties | 155,837 | 148,842 | 32 | 8 | 2 | 73 | 6,881 |
Trade receivables, subsidiaries and associates | 378,538 | 335,681 | 1,662 | 2,039 | 3,187 | 3,000 | 32,970 |
Total at December 31, 2020 | 534,375 | 484,523 | 1,694 | 2,047 | 3,189 | 3,073 | 39,851 |
(amounts in thousands of Euro) | December | Current | Overdue (in days) | ||||
31, 2019 | 1 30 | 31 60 | 61 90 | 91 120 | > 120 | ||
Trade receivables, third, parent and related parties | 171,205 | 166,245 | 33 | 36 | 3 | 136 | 4,752 |
Trade receivables, subsidiaries and associates | 613,534 | 544,457 | 5,564 | 4,760 | 5,451 | 7,444 | 45,859 |
Total at December 31, 2019 | 784,739 | 710,702 | 5,597 | 4,796 | 5,454 | 7,580 | 50,611 |
3. INVENTORIES, NET
Inventories can be broken down as follows:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Raw materials | 94,808 | 102,844 |
Work in progress | 14,440 | 22,249 |
Finished products | 199,863 | 200,592 |
Returns asset | 32,695 | 32,690 |
Allowance for obsolete and slow-moving inventories | (46,112) | (38,942) |
Inventories, net | 295,694 | 319,433 |
Inventories are measured at their average weighted cost.
The changes in the allowance for obsolete and slow-moving inventories are as follows:
(amounts in thousands of Euro) | Raw | Finished | Total |
materials | Products | ||
Balance at December 31 2019 | 20,200 | 18,743 | 38,943 |
Increases | 4,000 | 7,323 | 11,323 |
Utilized | - | (4,153) | (4,153) |
Balance at December 31 2020 | 24,200 | 21,912 | 46,112 |
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4. DERIVATIVE FINANCIAL INSTRUMENTS: ASSETS AND LIABILITIES
The current and non-current portions of the assets are presented below by derivative instrument:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Financial assets regarding derivative instruments, current | 12,446 | 4,751 |
Financial assets regarding derivative instruments, non-current | 6,768 | 6,103 |
Total Financial Assets - Derivative financial instruments | 19,214 | 10,854 |
The current and non-current portions of the liabilities are presented below by derivative instrument:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Financial liabilities regarding derivative instruments, current | (7,789) | (11,306) |
Financial liabilities regarding derivative instruments, non-current | (9,249) | (8,789) |
Total Financial Liabilities - Derivative financial instruments | (17,038) | (20,095) |
Net carrying amount - current and non-current portion | 2,176 | (9,241) |
The net balance of derivative assets and liabilities (current and non-current portions combined) is detailed hereunder:
(amounts in thousands of Euro) | December 31 | December 31 | IFRS7 |
2020 | 2019 | Category | |
Forward contracts | 7,770 | 1,956 | Level II |
Options | 2,921 | 1,359 | Level II |
Interest rate swap - fair value through profit and loss | 8,523 | 7,539 | Level II |
Positive fair value | 19,214 | 10,854 | |
Forward contracts | (3,006) | (7,112) | Level II |
Options | (2,030) | (1,334) | Level II |
Interest rate swap - cash flow hedge | (3,638) | (4,303) | Level II |
Interest rate swap - fair value through profit and loss | (8,364) | (7,346) | Level II |
Negative fair value | (17,038) | (20,095) | |
Net carrying amount | 2,176 | (9,241) | |
All of the above derivative instruments are classified as Level II in the fair value
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hierarchy introduced by IFRS 7. The Company has not entered into any derivative contracts classifiable as Level I or Level III.
The fair values of derivatives arranged to hedge interest rate risks (interest rate swaps, "IRS") and of derivatives arranged to hedge exchange rate risks (forward contracts and options) have been determined according to one of the most widely used valuation platforms on the financial market and are based on the interest rate curves and on the spot and forward exchange rates at the reporting date.
The Company entered into the derivative contracts in the course of its risk management activities, in order to hedge financial risks stemming from exchange rate and interest rate fluctuations.
FOREIGN EXCHANGE TRANSACTIONS
The cash flows resulting from the Company's international activities, especially sales-related activities, are exposed to exchange rate volatility. The Company mitigates this risk by stipulating options and forward sale and purchase agreements, so as to guarantee the Euro value of identified cash flows.
The estimated future cash flows are identified mainly as the inflows from trade receivables and outflows for trade payables. In terms of the hedged amounts, the most important currencies are: U.S. Dollar, Chinese Renminbi, Japanese Yen, Hong Kong Dollar, GB Pound, Swiss Franc and Korean Won.
The notional amounts at the reporting date of the derivative contracts designated as foreign exchange risk hedges (translated at the European Central Bank exchange rate of December 31, 2020) are listed below.
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Contracts in effect as of December 31, 2020 to hedge projected future trade cash flows:
(amounts in thousands of Euro) | Options | Forward sale | December 31 |
contracts (*) | 2020 | ||
Currency | |||
Chinese Renminbi | 64,319 | 181,739 | 246,058 |
US Dollar | 53,133 | 61,527 | 114,660 |
Japanese Yen | 39,608 | 58,661 | 98,269 |
GB Pound | 24,660 | 45,571 | 70,231 |
Korean Won | 37,912 | 48,353 | 86,265 |
Canadian Dollar | - | 20,585 | 20,585 |
Hong Kong Dollar | 3,857 | 15,006 | 18,863 |
Swiss Franc | - | 14,229 | 14,229 |
Russian Ruble | - | 12,174 | 12,174 |
Taiwan Dollar | 4,294 | 10,981 | 15,275 |
Malaysia Ringgit | - | 10,022 | 10,022 |
Other currencies | 16,347 | 30,016 | 46,363 |
Total | 244,130 | 508,864 | 752,994 |
(*) Positive figures represent forward sales, negative figures represent forward purchases of currency
Contracts in effect as at December 31, 2020 to hedge projected future financial cash flows:
(amounts in thousands of Euro) | Forward sale c | December 31 |
ontracts (*) | 2020 | |
Currency | ||
Swiss Franc | 49,528 | 49,528 |
GB Pound | 24,193 | 24,193 |
Malaysia Ringgit | 5,067 | 5,067 |
US Dollar | 2,445 | 2,445 |
Other currencies | 5,217 | 5,217 |
Total | 86,450 | 86,450 |
(*) Positive figures represent forward sales, negative figures represent forward purchases of currency | ||
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Contracts in effect as of December 31, 2019 to hedge projected future trade cash flows:
(amounts in thousands of Euro) | Options | Forward sale | December 31 |
contracts (*) | 2019 | ||
Currency | |||
Chinese Renminbi | 117,128 | 118,535 | 235,663 |
Japanese Yen | 52,895 | 77,497 | 130,392 |
US Dollar | 75,841 | 67,118 | 142,959 |
Korean Won | 7,406 | 61,175 | 68,581 |
Other currencies | 4,631 | 43,819 | 48,450 |
Hong Kong Dollar | 22,864 | 41,841 | 64,706 |
GB Pound | 29,149 | 37,612 | 66,761 |
Canadian Dollar | - | 22,880 | 22,880 |
Singapore Dollar | - | 21,706 | 21,706 |
Swiss Franc | - | 16,003 | 16,003 |
Russian Ruble | - | 15,710 | 15,710 |
Australian Dollar | - | 10,535 | 10,535 |
- | |||
Total | 309,914 | 534,431 | 844,344 |
(*) Positive figures represent forward sales, negative figures represent forward purchases of currency | |||
Contracts in effect as at December 31, 2019 to hedge projected future financial cash flows:
(amounts in thousands of Euro) | Options | Forward sale | December 31 |
contracts (*) | 2019 | ||
Currency | |||
Swiss Franc | - | 52,515 | 52,515 |
GB Pound | - | 24,389 | 24,389 |
Other currencies | - | 18,544 | 18,544 |
Singapore Dollar | - | 15,221 | 15,221 |
Australian Dollar | - | 10,003 | 10,003 |
US Dollar | 5,675 | 5,675 | |
Total | - | 126,347 | 126,347 |
(*) Positive figures represent forward sales, negative figures represent forward purchases of currency
All contracts in place at December 31, 2020 will mature within 12 months.
A liquidity analysis of the derivative contracts' maturities is provided in the financial risks section of these Notes.
All contracts in place at the reporting date were entered into with major financial institutions, therefore the related credit default risk is not considered to be significant.
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INTEREST RATE TRANSACTIONS
The Company enters into interest rate swaps ("IRS") in order to hedge the risk associated with interest rate fluctuations on loans. The key features of the IRS agreements in place at December 31, 2020 and December 31, 2019 are summarized below:
Interest Rate Swap (IRS) | Hedged loan | ||||||||
Contract | Currency | Notional | Interest | Maturity | December | Currency | Type of | Amount | Expiry |
amount | rate | date | 31, 2020 | debt | |||||
IRS | Euro/000 | 34,833 | 1.457% | May-2030 | (3,197) | Euro/000 | Term loan | 34,833 | May-2030 |
IRS | Euro/000 | 58,500 | -0.094% | Feb-2022 | (313) | Euro/000 | Term loan | 58,500 | Feb-2022 |
IRS | Euro/000 | 90,000 | 0.013% | Feb-2021 | (3) | Euro/000 | Term loan | 90,000 | Feb-2021 |
IRS | Euro/000 | 100,000 | 0.252% | Jun-2021 | (125) | Euro/000 | Term loan | 100,000 | Jun-2024 |
Total | (3,638) | ||||||||
Interest Rate Swap (IRS) | Hedged loan | ||||||||
Contract | Currency | Notional | Interest | Maturity | December | Currency | Type of | Amount | Expiry |
amount | rate | date | 31 2019 | debt | |||||
IRS | Euro/000 | 38,500 | 1.457% | May-2030 | (2,991) | Euro/000 | Term loan | 38,500 | May-2030 |
IRS | Euro/000 | 75,500 | -0.094% | Feb-2022 | (267) | Euro/000 | Term loan | 75,500 | Feb-2022 |
IRS | Euro/000 | 90,000 | 0.013% | Feb-2021 | (362) | Euro/000 | Term loan | 90,000 | Feb-2021 |
IRS | Euro/000 | 100,000 | 0.252% | Jun-2021 | (683) | Euro/000 | Term loan | 100,000 | Jun-2021 |
Total | (4,303 | ||||||||
The IRS convert the variable interest rates on bank loans into fixed interest rates. They have been arranged with major financial institutions, therefore the related credit default risk is not considered to be significant.
According to the applicable regulations, the derivatives presented above meet the requirements for designation as cash flow hedges.
The Company entered into an IRS for loans taken out by a UK subsidiary, and stipulated an IRS having the same characteristics with the same subsidiary. Therefore, those contracts are accounted for as non-hedging instruments (fair value through profit or loss):
Contract | Currency | Notional | Interest rate | Interest rate | Maturity | December 31 | December 31 | Counterparty |
paid | received | date | 2020 | 2019 | ||||
Fair value | Fair value | |||||||
Euro/000 | Euro/000 | |||||||
IRS | GBP/000 | 48,975 | 2.778% | Libor GBP/365 | 31/01/2029 | (8,364) | (7,346) | Unicredit |
IRS | GBP /000 | 48,975 | Libor GBP/365 | 2.83% | 31/01/2029 | 8,523 | 7,539 | Kenon Ltd |
Total IRS - Fair value through profit or loss | 159 | 193 | ||||||
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 71 |
INFORMATION ON FINANCIAL RISKS
CAPITAL MANAGEMENT
The Company's capital management strategy is intended to safeguard the Group's ability to guarantee a return to shareholders, protect the interests of other stakeholders, comply with loan covenants and maintain a viable, balanced capital structure.
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES ACCORDING TO IFRS 7
FINANCIAL ASSETS
(amounts in thousands of Euro) | Loans, receivables and | Derivative financial | Total | Note |
financial investments | instruments | |||
Cash and cash equivalents | 103,295 | - | 103,295 | 1 |
Trade receivables, net | 526,652 | - | 526,652 | 2 |
Derivative financial instruments | - | 19,214 | 19,214 | 4 |
Financial receivables from parent, subsidiary and | 361,802 | - | 361,802 | 5 |
associated companies and related parties | ||||
Financial receivables IFRS 16 - lease | 27,557 | 27,557 | 5 | |
Investments in equity instruments | 64,203 | 64,203 | 10 | |
Total at December 31, 2020 | 1,083,509 | 19,214 | 1,102,723 | |
(amounts in thousands of Euro) | Loans, receivables and | Derivative financial | Total | Note |
financial investments | instruments | |||
Cash and cash equivalents | 70,696 | - | 70,696 | 1 |
Trade receivables, net | 776,685 | - | 776,685 | 2 |
Derivative financial instruments | - | 10,854 | 10,854 | 4 |
Financial receivables from parent, subsidiary and | 394,983 | - | 394,983 | 5 |
associated companies and related parties | ||||
Financial receivables IFRS 16 - lease | 30,699 | - | 30,699 | 5 |
Investments in equity instruments | 79,408 | - | 79,408 | 10 |
Total at December 31, 2019 | 1,352,471 | 10,854 | 1,363,325 | |
72 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
FINANCIAL LIABILITIES
(amounts in thousands of Euro) | Loans and | Derivative financial | Total | Note |
payables | instruments | |||
Financial payables - third party | 563,655 | - | 563,655 | 11, 16 |
Financial payables - parent, subsidiary and asso- | 66,973 | - | 66,973 | 12 |
ciated companies and related parties | ||||
Trade payables | 635,002 | - | 635,002 | 13 |
Derivative financial instruments | - | 17,038 | 17,038 | 4 |
Lease liabilities (IFRS16) | 317,758 | - | 317,758 | 12 |
Total at December 31, 2020 | 1,583,388 | 17,038 | 1,600,426 | |
(amounts in thousands of Euro) | Loans and | Derivative financial | Total | Note |
payables | instruments | |||
Financial payables - third party | 610,786 | - | 610,786 | 13, 18 |
Financial payables - parent, subsidiary and asso- | 44,007 | - | 44,007 | 14 |
ciated companies and related parties | ||||
Trade payables | 865,380 | - | 865,380 | 15 |
Derivative financial instruments | - | 20,095 | 20,095 | 4 |
Lease liabilities (IFRS16) | 304,083 | 304,083 | 12 | |
Total at December 31, 2019 | 1,824,256 | 20,095 | 1,844,351 | |
FAIR VALUE
The carrying amount of the derivative instruments, whether assets or liabilities, reflects the fair value, as explained in this Note.
The carrying amount of cash and cash equivalents, financial receivables and trade receivables, as adjusted for impairment where necessary as required by IFRS 9, approximates their estimated realizable value and, hence, their fair value.
The reported amount of Investments in equity instruments corresponds to its fair value (Level I) as explained in Note 10.
Lease liability is reported at the present value, while all of the other financial liabilities are carried at approximately their fair value.
CREDIT RISK
Credit risk is defined as the risk of financial loss caused by the failure of a counterparty to meet its contractual obligations. The maximum risk is represented by all the financial assets recognized in the financial statements.
The Directors consider the Company's credit risk to regard essentially the trade
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 73 |
receivables generated from sales to independent clients in the wholesale channel. The Company manages credit risk and mitigates the related effects through its business and financial strategies. Credit risk is managed by monitoring and checking the reliability and solvency of customers, and is carried out by the Group's Sales Management.
The lack of concentration of the total trade receivables with any one customer and the evenly spread out geographical composition of the receivables worldwide mitigate the risk of incurring financial losses.
The expected loss on past-due receivables and doubtful accounts at the reporting date is fully covered by the allowance for doubtful debts.
The changes in the allowance for doubtful debts are shown in Note 2 on trade receivables.
LIQUIDITY RISK
Liquidity risk refers to difficulty the Company could have in meeting its financial obligations. The Directors are responsible for managing liquidity risk, whereas the Group's Treasury management, which reports to the Chief Financial Office ("CFO"), is in charge of optimizing the financial resources.
According to the Directors, the funds and credit lines currently available, in addition to those that will be generated by operating and financing activities, will enable the Company to meet its financial requirement arising from investing activities, working capital management, punctual loan repayment and dividend payments without using all the available funding, so that surplus resources may be used to pay dividends.
As at December 31, 2020, the Company had undrawn cash credit lines of Euro 869 million, of which Euro 600 million committed and Euro 269 million uncommitted. As required by IFRS 7, with respect to forward contracts and options, only the anticipated cash flows that are negative at the reporting date are reported. Both positive and negative cash flows are presented for interest rate swaps. The anticipated cash flows from interest rate swaps as at December 31, 2020 were all negative.
The cash flows shown below have not been discounted and therefore differ from
74 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
the amounts included in the table of derivative financial instruments (current and non-current) presented at the beginning of this section.
Financial liabilities under derivative financial instruments.
Future | ||||||||||
(amounts in thousands of Euro) | contractual | 6 mths | 6 to 12 | 1 to 2 | 2 to 3 | more than | ||||
cash flows at | or less | mths | years | years | 3 years | |||||
Dec. 31, 2020 | ||||||||||
Net cash | flows | (outflows/inflows) | of | forward | (2,931) | (2,351) | (580) | - | - | - |
contracts | ||||||||||
Net cash flows (outflows/inflows) of options | (831) | (520) | (312) | - | - | - | ||||
Interest rate swaps | (3,426) | (341) | (314) | (910) | (501) | (1,361) | ||||
Net value | (7,188) | (3,212) | (1,206) | (910) | (501) | (1,361) | ||||
Future | ||||||||||
(amounts in thousands of Euro) | contractual | 6 mths | 6 to 12 | 1 to 2 | 2 to 3 | more than | ||||
cash flows at | or less | mths | years | years | 3 years | |||||
Dec. 31, 2019 | ||||||||||
Net cash | flows | (outflows/inflows) | of | forward | (7,112) | (5,196) | (1,916) | - | - | - |
contracts | ||||||||||
Net cash flows (outflows/inflows) of options | (183) | (129) | (54) | - | - | - | ||||
Interest rate swaps | (4,110) | (449) | (867) | (989) | (606) | (1,199) | ||||
Net value | (11,405) | (5,774) | (2,837) | (989) | (606) | (1,199) | ||||
FINANCIAL LIABILITIES
Reported | Future | ||||||||
contractual | |||||||||
(amounts in thousands of Euro) | amount at | cash flows at | upon | 6 mths | 6 to 12 | 1 to 2 | 2 to 3 | 3 to 4 | Beyond |
December | December | request | or less | mths | years | years | years | 4 years | |
31, 2020 | 31, 2020 | ||||||||
Lease liabilities (IFRS16) | 317,758 | 317,758 | - | 21,322 | 20,899 | 39,347 | 37,369 | 35,963 | 162,858 |
Financial payables to banks | 563,655 | 563,655 | - | 137,988 | 39,444 | 166,389 | 53,889 | 42,778 | 123,167 |
Financial payables to subsidiaries, parent | 66,973 | 66,973 | 53,095 | - | - | 13,878 | - | - | - |
company and related parties | |||||||||
Total | 948,386 | 948,386 | 53,095 | 159,310 | 60,343 | 219,614 | 91,258 | 78,741 | 286,025 |
Reported | Future | ||||||||
contractual | more | ||||||||
(amounts in thousands of Euro) | amount at | cash flows at | upon | 6 mths | 6 to 12 | 1 to 2 | 2 to 3 | 3 to 4 | than 4 |
December | December | request | or less | mths | years | years | years | years | |
31, 2019 | 31, 2019 | ||||||||
Lease liabilities (IFRS16) | 304,083 | 304,083 | - | 19,803 | 19,679 | 36,324 | 33,042 | 31,160 | 164,075 |
Financial payables to banks | 610,786 | 611,500 | - | 83,945 | 38,944 | 259,389 | 148,389 | 35,889 | 44,944 |
Financial payables to subsidiaries, parent | 44,007 | 44,007 | 30,129 | 13,878 | - | - | - | - | - |
company and related parties | |||||||||
Total | 958,876 | 959,590 | 30,129 | 117,626 | 58,623 | 295,713 | 181,431 | 67,049 | 209,019 |
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 75 |
FOREIGN EXCHANGE RISK
The Company is exposed to foreign exchange risk deriving from fluctuations of foreign currencies against the Euro.
Foreign exchange risk consists of the risk that cash flows from distributors could fluctuate as a result of changes in exchange rates. The most important currencies for the Company are the U.S. Dollar, Hong Kong Dollar, Japanese Yen, Chinese Renminbi and British Pound Sterling.
Foreign exchange risk management is one of the risk management activities carried out by the centralized Treasury Department.
The following table shows the sensitivity of net income and equity to a fluctuation range for the main foreign currencies against the Euro, based on the Company's financial position and performance at December 31, 2020:
Euro --> + 5% | Euro --> - 5% | |||
(amounts in thousands of Euro) | Positive/ (negative) | Positive/ (negative) | Positive/ (negative) | Positive/ (negative) |
effect on net income | effect on shareholders' | effect on net income | effect on shareholders' | |
equity | equity | |||
GB Pound | 356 | 2,923 | (436) | (3,399) |
Hong Kong Dollar | 1,997 | 2,747 | (2,190) | (2,970) |
Japanese Yen | 1,947 | 6,049 | (2,149) | (6,058) |
Chinese Remnimbi | 192 | 4,292 | (63) | (4,395) |
US Dollar | (1,720) | 5,759 | 1,466 | (7,632) |
Other currencies | 1,203 | 9,033 | (1,509) | (10,294) |
Total | 3,976 | 30,803 | (4,882) | (34,749) |
The total impact on equity (increase of Euro 30.8 million and decrease of Euro 34.7 million) is the sum of the effect on profit or loss and on the cash flow hedge reserve of a hypothetical appreciation/depreciation of the Euro against the other currencies. The effects on net income and equity are shown before taxes.
Management considers this sensitivity analysis to be purely indicative, as it is based on the end-of-period exposure, which might not reflect the effects actually generated during the year.
INTEREST RATE RISK
The Company is exposed to the risk of interest rate fluctuations with respect mainly to the interest expense on its financial debt. Interest rate risk management is one of the risk management activities carried out by the centralized Treasury Department.
76 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
The following table shows the sensitivity of net income and equity to a shift in the interest rate curve based on the Company's financial position as at December 31, 2020.
Positive/ | Positive/ | Positive/ | Positive/ | |||
Shift in | (negative) | (negative) | Shift in | (negative) | (negative) | |
(amounts in thousands of Euro) | interest rate | effect on net | effect on | interest rate | effect on net | effect on |
curve | income for the | shareholders' | curve | income for the | shareholders' | |
period | equity | year | equity | |||
Euro | + 0.50% | (784) | 311 | -0.50% | 63 | (1,070) |
GB Pound | + 0.50% | 140 | 140 | -0.50% | (140) | (140) |
Hong Kong Dollar | + 0.50% | 11 | 11 | -0.50% | (11) | (11) |
US Dollar | + 0.50% | 91 | 91 | -0.50% | (91) | (91) |
Other currencies | + 0.50% | 409 | 409 | -0.50% | (409) | (409) |
Total | (133) | 962 | (588) | (1,721) | ||
The total impact on equity is the sum of the effect on profit or loss and on equity of a hypothetical shift in the interest rate curve. The effects on net income and equity are shown before taxes.
Sensitivity analysis was based on the end-of-period net financial position, which may not reflect the actual exposure to interest rate risk during the year. For this reason it is considered purely indicative.
5. FINANCIAL AND OTHER RECEIVABLES DUE FROM PARENT COMPANIES, SUBSIDIARIES, ASSOCIATES AND RELATED PARTIES
The short-term receivables due from subsidiaries and other companies are detailed below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Financial receivables | 202,928 | 221,061 |
Other receivables | 59,566 | 26,355 |
Short term loan receivable IFRS16 | 3,133 | 3,112 |
Financial and other receivables - due within a year | 265,627 | 250,528 |
The financial receivables include Euro 179 milion of the principal on the loans to subsidiaries due within 12 months, shown net of the allowance for expected credit losses of Euro 2.3 million.
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 77 |
In the Other receivables Euro 20 million refer to the short-term part of the receivable for the sale of the property in Via della Spiga 18 in Milan.
The amount is broken down by counterparty in Note 28.
Long-term receivables due from parent companies and other Group companies are set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Financial receivables | 183,298 | 201,510 |
Other receivables | 18,000 | - |
Financial and other receivables - due after or more than a year | 201,298 | 201,510 |
The financial receivables include the principal on the loans to subsidiaries due after more than 12 months, shown net of the allowance for expected credit losses of Euro 1.8 million.
Other receivables refer to the long-term part of the receivable for the sale of the property in Via della Spiga 18 in Milan.
6. OTHER CURRENT ASSETS
The other current assets are set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
VAT | 12,786 | 29,429 |
Income tax and other tax receivables | 89,338 | 78,523 |
Other assets | 1,995 | 5,333 |
Prepayments | 38,928 | 30,520 |
Deposits | 107 | 144 |
Total other current assets | 143,154 | 143,949 |
The Income tax and other tax receivables consist of the total advances paid net of the current tax liability. VAT receivables decreased due to a refund obtained.
78 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
OTHER ASSETS
The other current assets are detailed hereunder:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Advances to suppliers | 159 | 2,002 |
Advances to employees | 310 | 439 |
Other receivables | 1,527 | 2,892 |
Total other current assets | 1,995 | 5,333 |
PREPAYMENTS
The prepayments and accrued income are broken down below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Rental costs | 208 | 199 |
Insurance | 571 | 432 |
Design costs | 21,198 | 11,631 |
Fashion shows and advances on advertising campaigns | 6,902 | 11,826 |
Others | 10,049 | 6,432 |
Total prepayments and accrued income | 38,928 | 30,520 |
The prepaid design costs consist primarily of costs incurred to design collections that will generate revenue in the following period.
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 79 |
7. PROPERTY, PLANT AND EQUIPMENT
The historical cost and accumulated depreciation of the past three periods are set forth below:
Land and | Production | Leasehold | Furniture | Other | Asset | Total Net | |
(amounts in thousands of Euro) | plant and | improve- | under | carrying | |||
buildings | & fittings | tangibles | |||||
machinery | ments | construction | amount | ||||
Historical cost | 606,356 | 188,701 | 137,764 | 105,592 | 104,674 | 43,710 | 1,186,797 |
Accumulated depreciation | (85,787) | (132,727) | (77,739) | (62,387) | (61,458) | - | (420,098) |
Net carrying amount at December 31, 2018 | 520,569 | 55,974 | 60,025 | 43,205 | 43,216 | 43,710 | 766,699 |
Historical cost | 618,150 | 199,599 | 137,879 | 180,547 | 108,554 | 22,452 | 1,267,181 |
Accumulated depreciation | (99,775) | (142,366) | (86,628) | (66,143) | (66,592) | - | (461,504) |
Net carrying amount at December 31, 2019 | 518,375 | 57,233 | 51,251 | 114,404 | 41,962 | 22,452 | 805,677 |
Historical cost | 621,130 | 210,890 | 141,630 | 198,315 | 109,180 | 27,121 | 1,308,266 |
Accumulated depreciation | (113,873) | (157,295) | (96,008) | (79,130) | (70,884) | - | (517,190) |
Net carrying amount at December 31, 2020 | 507,257 | 53,595 | 45,622 | 119,185 | 38,296 | 27,121 | 791,076 |
The changes in the carrying amount of "property, plant and equipment" for the year ended December 31, 2020 are as follows:
Land and | Production | Leasehold | Furniture | Other | Asset | Total Net | |
(amounts in thousands of Euro) | plant and | improve- | under | carrying | |||
buildings | & fittings | tangibles | |||||
machinery | ments | construction | amount | ||||
Balance at December 31, 2019 | 518,375 | 57,233 | 51,251 | 114,404 | 41,962 | 22,452 | 805,677 |
Incorporation of Fratelli Prada | 2,502 | 1,034 | 258 | 1,432 | 105 | - | 5,331 |
Additions | 1,340 | 5,673 | 2,194 | 5,592 | 3,140 | 12,175 | 30,114 |
Depreciation | (14,194) | (10,643) | (8,576) | (5,626) | (5,576) | - | (44,615) |
Disposals | (2,521) | (410) | (254) | (154) | (31) | - | (3,370) |
Other movements | 1,755 | 708 | 749 | 4,052 | (1,304) | (7,506) | (1,546) |
Impairment | - | - | - | (515) | - | - | (515) |
Balance at December 31, 2020 | 507,257 | 53,595 | 45,622 | 119,185 | 38,296 | 27,121 | 791,076 |
The disposals under Land and buildings referred to the sale of the real estate used to operate the Prada store in via della Spiga 18 in Milan, which closed in March 2020 following the pandemic and never reopened. On December 29, 2020, with a view to profitably realize no longer strategic assets, Prada spa sold the aforementioned property to the related party Orexis srl for a consideration of Euro 40 million, generating a gain on disposal of Euro 37 million (gross of tax effects). The selling price was supported by an independent appraisal, as reported in the
80 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
Announcement published the same day of the transaction following the application of the HK Stock exchange Listing Rules. The consideration, apart from the amount of Euro 2 million received immediately, will be collected for Euro 20 million in 2021 and for Euro 18 million in 2022.
The increases for "land and buildings" and "production plant and machinery" are attributable mainly to the capital expenditure invested to bolster and improve the manufacturing and logistics activities, within a broader plan to expand the production capacity.
The increases in furniture and fittings and in leasehold improvements regarded largely restyling projects.
"Other tangibles" includes the product archive, which expresses the identity and history of the Group's brands and serves as a constant source of inspiration.
8. INTANGIBLE ASSETS
The historical cost and accumulated amortization of the past three periods are set forth below:
Trade- | Develop- | ||||||
marks and | |||||||
Store Lease | ment costs | Assets in | |||||
(amounts in thousands of Euro) | intellectual | Goodwill | Software | Total | |||
Acquisitions | and other | progress | |||||
property | intangibles | ||||||
rights | |||||||
Historical cost | 13,756 | 111,875 | 55,521 | 127,019 | 26,530 | 14,668 | 349,369 |
Accumulated depreciation | (5,692) | (3,463) | (43,767) | (82,501) | (17,562) | - | (152,985) |
Net carrying amount at December 31, 2018 | 8,064 | 108,412 | 11,754 | 44,518 | 8,968 | 14,668 | 196,384 |
Historical cost | 13,756 | 111,875 | 33,665 | 153,503 | 26,530 | 15,161 | 354,490 |
Accumulated depreciation | (8,624) | (3,463) | (32,512) | (95,767) | (19,516) | - | (159,882) |
Net carrying amount at December 31, 2019 | 5,132 | 108,412 | 1,153 | 57,736 | 7,014 | 15,161 | 194,608 |
Historical cost | 13,756 | 111,875 | 33,665 | 191,740 | 26,502 | 3,407 | 380,945 |
Accumulated depreciation | (11,557) | (3,463) | (32,834) | (111,214) | (21,381) | - | (180,449) |
Net carrying amount at December 31, 2020 | 2,199 | 108,412 | 831 | 80,526 | 5,121 | 3,407 | 200,496 |
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 81 |
The changes in the carrying amount of intangible assets for the year ended December 31, 2020 are set forth below:
Trade- | Develop- | ||||||
marks and | |||||||
Store Lease | ment costs | Assets in | |||||
(amounts in thousands of Euro) | intellectual | Goodwill | Software | Total | |||
Acquisitions | and other | progress | |||||
property | intangibles | ||||||
rights | |||||||
Balance at December 31, 2019 | 5,132 | 108,412 | 1,153 | 57,736 | 7,014 | 15,161 | 194,608 |
Additions | - | - | - | 23,761 | 70 | 2,757 | 26,588 |
Amortization | (2,933) | - | (322) | (15,429) | (1,944) | - | (20,628) |
Disposals | - | - | - | - | - | (3) | (3) |
Other movements | - | - | - | 14,458 | (19) | (14,508) | (69) |
Balance at December 31, 2020 | 2,199 | 108,412 | 831 | 80,526 | 5,121 | 3,407 | 200,496 |
The investments in information technology, classified as software and mostly assets in progress, referred to several retail, manufacturing and corporate projects.
GOODWILL
"Goodwill" as at December 31, 2020 amount to Euro 108.4 million, including Euro
78.3 million referring to wholesale distribution activities in Italy and Euro 25.9 million to Italian retail activities. As required by IAS 36, the values of intangible assets with indefinite useful lives are not amortized, but they are tested for impairment at least annually. No other indefinite life intangible assets, apart from goodwill, has been identified by the Company.
The method used to identify the recoverable amount (value in use) consists of discounting the projected cash flows generated by the activities directly attributable to the business to which the goodwill has been allocated (Cash Generating Unit or "CGU").
Value in use is the sum of the present value of future cash flows. Cash flows are estimated considering the operating conditions of the tested CGU at the reporting date and, in response to planning difficulties arising from the public health emergency, were projected on the basis of particularly conservative scenarios. The discount rate used to discount cash flows is calculated using the weighted average cost of capital (WACC) approach. The weighted average cost of capital used for discounting purposes was 7% determined taking into consideration specific parameters: market risk premium and sovereign bond yield. The "g" rate of growth
82 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
used to calculate the terminal value has been set at 1.6%, and can be considered prudent given the average growth expected for the luxury goods market at the reporting date.
As a result of the impairment test performed, no impairment losses have been identified on goodwill. In order to ensure that the changes to the main assumptions did not significantly affect the results of the impairment tests, sensitivity analysis were conducted. With these stress tests, the growth rate "g" was reduced by up to 50 basis points, while the WACC rate was increased up to 50 basis points, continuing to show significant coverage.
However, since value in use is measured on the basis of estimates and assumptions, management cannot guarantee that the value of goodwill or other tangible or intangible assets will not be subject to impairment in the future.
9. RIGHT OF USE ASSETS
The changes in the net book value of the Right of Use assets for the period ended December 31, 2020 are shown below:
(amounts in thousands of Euro) | Right of Use Buildings | Right of Use Cars | Right of Use Plant | Total Net |
transport vehicles | & Machinery | Book Value | ||
Opening Balance | 271,218 | 1,339 | 1,762 | 274,319 |
Incorporation of Fratelli Prada spa | 33,098 | 26 | - | 33,124 |
Additions | 30,740 | 474 | 1,029 | 32,243 |
Depreciation | (41,947) | (890) | (725) | (43,561) |
Disposals | (1,697) | (7) | - | (1,704) |
Total | 291,412 | 941 | 2,066 | 294,420 |
The additions for the period mainly relate to new contracts, while the disposals relate substantially to early termination of contracts.
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 83 |
10. INVESTMENTS
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Investments in subsidiaries and associated undertakings | 839,026 | 898,984 |
Investments at FVTOCI | 64,203 | 79,408 |
Other investments | 43 | 43 |
Total | 903,272 | 978,435 |
The Company, after appropriate evaluation by the Boards, invested surplus liquidity in highly rated equity securities listed on the most important electronic stock markets in the world. The reduction for the year in "investments at FVTOCI", equal to Euro 15.2 million, refers to the change in the value of such securities and was recognized in the specific equity reserve.
The investments as at December 31, 2020 and December 31, 2019 are presented hereunder:
(amounts in thousands of Euro) | Note | December 31 | Increases | Decreases | December 31 |
2019 | 2020 | ||||
Investments in subsidiaries: | |||||
Artisans Shoes S.r.l. | 2,706 | 2,706 | |||
Church & Co Ltd | (1) | 117,730 | (31,217) | 86,513 | |
FRATELLI Prada S.P.A | (2) | 66,000 | (66,000) | ||
Figline Srl | 10 | 325 | 335 | ||
Hipic Prod Impex Srl | 3,836 | 3,836 | |||
IPI Logistica S.r.l. | 1,798 | 1,798 | |||
Kenon Limited | 99,478 | 99,478 | |||
Les Femmes Srl | 1,960 | 1,960 | |||
Marchesi 1824 srl | (1) | 5,092 | 5,229 | (5,626) | 4,694 |
PRM Services S. De R.L. de CV | 407 | 407 | |||
Pelletteria Ennepì S.r.l. | 4,695 | 4,695 | |||
Post Development Corp. | 54,807 | 54,807 | |||
Prada (Thailand) Co.,Ltd. | 4,845 | 4,845 | |||
Prada Asia Pacific Ltd. | 1,120 | 1,120 | |||
Prada Australia Pty. Ltd | 7,267 | 7,267 | |||
Prada Austria GmbH | 2,185 | 2,185 | |||
Prada Belgium sprl | 4,004 | 4,004 | |||
Prada Bosphorus Deri Mamuller Limited Sirketi | 22,897 | 22,897 | |||
Prada Brazil | (1) | - | 20,382 | (6,289) | 14,093 |
Prada Canada Corp. | 5,086 | 5,086 | |||
Prada Czech Republic s.r.o. | 1,894 | 1,894 | |||
Prada Denmark | 3,491 | 3,491 | |||
Prada Germany GmbH | 14,122 | 14,122 | |||
Prada Hellas Single Partner Limited Liability Company | 1,764 | 1,764 | |||
Prada Japan Co., Ltd. | 28,770 | 28,770 | |||
Prada Kazakhstan Llp | 4,938 | 4,938 | |||
Prada Korea Ltd. | 10,631 | 10,631 | |||
Prada Middle East FZCO | 2,093 | 13 | 2,106 | ||
84 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
(amounts in thousands of Euro) | Note | December 31 | Increases | Decreases | December 31 |
2018 | 2019 | ||||
Prada Montecarlo Sam | (1) | 17,529 | 6,800 | (500) | 23,829 |
Prada Netherlands B.V. | 3,623 | 3,623 | |||
Prada New Zealand Pty. Ltd | 2,192 | 2,192 | |||
Prada Panama SA | 1,760 | 1,760 | |||
Prada Portugal, Unipessoal LDA | 955 | 955 | |||
Prada Retail Aruba | 1,623 | 1,623 | |||
Prada Retail France SaS | 48,195 | 48,195 | |||
Prada Retail Malaysia Sdn | 292 | 292 | |||
Prada Retail SPC | 3,041 | 3,041 | |||
Prada Retail UK Ltd | 21,170 | 21,170 | |||
Prada Rus LLC | 39,388 | 39,388 | |||
Prada SA | 23,315 | 23,315 | |||
Prada ST. Barthelemy | 1,600 | 1,600 | |||
Prada Saudi Arabia | 10,671 | 10,671 | |||
Prada Singapore Pte, Ltd. | 2,478 | 2,478 | |||
Prada South Africa (Pty) Ltd | 3,709 | 3,709 | |||
Prada Spain S.A. | 29,375 | 29,375 | |||
Prada Sweden AB | 8,121 | 8,121 | |||
Prada Switzerland sa | 56,357 | 16,924 | 73,281 | ||
Prada USA Corp. | 145,759 | 145,759 | |||
Prada Ukraine | 6 | 6 | |||
Prada Vietnam | 2,637 | 2,637 | |||
TRS Hong Kong Ltd | 31 | 31 | |||
TRS Saipan | 4 | 4 | |||
TRS Singapore Pte Limited | 156 | 156 | |||
Tannerie Limoges S.A.S. | 1,374 | 1,374 | |||
Investments in other entities | 79,452 | - | (15,206) | 64,246 | |
Total | 978,436 | 49,673 | (124,837) | 903,272 | |
Investments for which indications of impairment had been identified, also considering the persisting uncertainties due to Covid-19 pandemic's effects on the entire luxury goods industry, were tested for impairment. In order to perform the impairment test, management assessed the recoverable amount based on the investment value in use, calculated as the sum of the present value of future cash flows expected from the business plan projections and the present value of the subsidiary net assets at the end of the business plan period (terminal value). In response to planning difficulties arising from the public health emergency, future retail and wholesale revenues were projected on the basis of particularly conservative scenarios, predicting a gradual return to pre-Covid sales volumes with growth in line with the most recent industry forecasts published by third-party experts. Furthermore, the rent concessions and government subsidies obtained in 2020 were not projected in the plans. Finally, no significant improvement in the performance of the assets existing at December 31, 2020 was projected.
The rate used to discount cash flows was calculated using the weighted average
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 85 |
cost of capital (WACC). For the year ended December 31, 2020, the WACC used for discounting purposes ranged between 3.8% and 14.5% (between 4.2% and 12.6% at December 31, 2019). The WACC was calculated ad hoc for each investment subject to impairment, considering the parameters specific to the related geographical area: market risk premium and sovereign bond yield. For the latter data, the observation period for determining the risk-free rate was extended in some cases to five years in order to minimize the dilutive effect on rates of the expansionary monetary policies adopted by central banks to cope with the public health emergency.
The "g" rate of growth used to calculate the terminal value ranged between 1.5% and 13%, according to the diverging inflation and GDP outlooks in the various countries. However, the prevalent growth rate was 2%, which can be considered prudent given the average growth expected for the luxury goods market in general and the specific growth rate projected for the PRADA Group at the reporting date. The recoverable amount of the investment in Church & Co Ltd has been determined as its fair value less costs to sell, deemed the best approach for expressing the value of the centenarian Group in the current uncertain situation.
As a result of the impairment test, the following impairment losses have been identified:
(amounts in thousands of Euro) | December 31 |
2020 | |
Church & Co Ltd | (31,217) |
Marchesi 1824 srl | (5,626) |
Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | (3,010) |
Prada Montecarlo Sam | (500) |
Total | (40,353) |
However, since the recoverable amounts of the investments are measured on the basis of estimates and assumptions, management cannot guarantee that the value of the investments will not be subject to further impairment losses in the future. Notes:
1. (1) The decrease reflects the writedown ensuing from the impairment test conducted to determine the recoverable amount.
2. (2)On April 22, 2020, with the aim of rationalize and simplify the Prada Group structure, the Board of Directors of PRADA spa approved the plan of merger
86 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
by incorporation of Fratelli Prada spa, a wholly owned subsidiary acquired by PRADA spa from related parties on October 29, 2019. On October 7, 2020 the merger agreement was signed, with legal effect on the same date and tax and accounting effect on January 1, 2020.
Additional information on subsidiaries and associates:
(amounts in thousands of Euro) | Carrying | Share | Latest net | Shareholders' | % interest |
amount | Capital | income / (loss) | equity | held | |
Artisans Shoes S.r.l. | 2,706 | 1,000 | 1 | 7,751 | 66.70% |
IPI Logistica S.r.l. | 1,798 | 600 | 36 | 2,908 | 100.00% |
Les Femmes srl | 1,960 | n/a | n/a | n/a | 40.00% |
Marchesi 1824 srl | 4,694 | 414 | (5,402) | (3,281) | 100.00% |
Pelletteria Ennepì S.r.l. | 4,695 | 93 | (615) | 1,898 | 90.00% |
Post Development Corp. | 54,807 | 36,784 | 1,982 | 75,545 | 100.00% |
Prada Austria GmbH | 2,185 | 40 | (877) | 8,278 | 100.00% |
Prada Belgium sprl | 4,004 | 4,000 | 169 | 4,219 | 100.00% |
Prada Bosphorus Deri Mamuller Limited Sirketi | 22,897 | 8,010 | (7,464) | (1,241) | 100.00% |
Prada Brasil Imp. e Com. de Art. de Luxo Ltda. | 14,093 | 52,561 | (2,999) | 14,170 | 100.00% |
Prada Canada Corp. | 5,086 | 192 | 1,968 | 31,890 | 100.00% |
Prada Czech Republic s.r.o. | 1,894 | 95 | (321) | 1,012 | 100.00% |
Prada Denmark | 3,491 | 3,494 | 50 | 3,926 | 100.00% |
Prada Netherlands B.V. | 3,623 | 20 | (1,053) | 12,041 | 100.00% |
Prada Germany GmbH | 14,122 | 215 | (2,888) | 15,966 | 100.00% |
Prada Hellas Single Partner Limited Liability Company | 1,764 | 2,850 | (452) | 547 | 100.00% |
Prada Kazakhstan Llp | 4,938 | 968 | 245 | 1,441 | 100.00% |
Prada Maroc Sarlau | - | 8,730 | (2) | (2) | 100.00% |
Prada Middle East FZCO | 2,106 | 3,994 | (40) | 40,035 | 60.00% |
Prada Montecarlo Sam | 23,829 | 2,000 | 1,549 | 3,536 | 100.00% |
Prada Panamá S.A. | 1,760 | 24 | (161) | 1,548 | 100.00% |
Prada Portugal, Unipessoal LDA | 955 | 5 | (283) | 2,328 | 100.00% |
Prada Retail Aruba N.V. | 1,623 | 1,639 | (58) | 1,700 | 100.00% |
Prada Retail France SaS | 48,195 | 4,000 | (2,804) | 22,633 | 100.00% |
Prada South Africa (Pty) Ltd | 3,709 | 2,774 | (1,354) | 919 | 100.00% |
Prada Retail SPC | 3,041 | 3,308 | 381 | 6,829 | 100.00% |
Prada Retail UK Ltd | 21,170 | 5,562 | (5,828) | 31,192 | 100.00% |
Prada Rus LLC | 39,388 | 3 | (999) | 32,284 | 100.00% |
Prada SA | 23,315 | 31 | (463) | (13,489) | 100.00% |
Prada Saudi Arabia | 10,671 | 5,793 | (420) | 4,380 | 75.00% |
Prada Spain S.A. | 29,375 | 240 | (2,245) | 15,881 | 100.00% |
Prada Saint Barthelemy SARL | 1,600 | 1,600 | (129) | 1,345 | 100.00% |
Prada Switzerland sa | 73,281 | 22,218 | (597) | 33,837 | 100.00% |
Prada Ukraine | 6 | 6,909 | (316) | 1,118 | 100.00% |
Prada USA Corp. | 145,759 | 124,041 | (3,378) | 232,034 | 100.00% |
PRM Services S.A. de R.L. de C.V. | 407 | 295 | 91 | 816 | 100.00% |
Prada Asia Pacific Ltd. | 1,120 | 315 | (10,361) | 304,755 | 100.00% |
Church & Co Ltd | 86,513 | 3,126 | (17,579) | 31,107 | 100.00% |
Prada Singapore Pte, Ltd. | 2,478 | 617 | 401 | 20,066 | 100.00% |
Prada Korea Ltd. | 10,631 | 6,082 | 7,353 | 76,194 | 100.00% |
Prada (Thailand) Co.,Ltd. | 4,845 | 10,129 | 165 | 14,292 | 100.00% |
Prada Australia Pty. Ltd | 7,267 | 8,493 | 726 | 12,693 | 100.00% |
TRS Saipan | 4 | 1,145 | (473) | 2,427 | 55.00% |
TRS Hong Kong Ltd | 31 | 53 | (6) | 44 | 55.00% |
Prada Retail Malaysia Sdn | 292 | 203 | (1,046) | 6,796 | 100.00% |
TRS Singapore Pte Limited | 156 | 308 | (297) | 716 | 55.00% |
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 87 |
(amounts in thousands of Euro) | Carrying | Share | Latest net | Shareholders' | % interest |
amount | Capital | income / (loss) | equity | held | |
TRS MACAU | - | - | (3,628) | 7,864 | 55.00% |
Prada New Zealand Pty. Ltd | 2,192 | 2,061 | 67 | 2,049 | 100.00% |
Prada Vietnam | 2,637 | 2,340 | (88) | 1,311 | 100.00% |
Prada Sweden AB | 8,121 | 50 | (52) | 4,052 | 100.00% |
Kenon Limited | 99,478 | 93,434 | 925 | 84,544 | 100.00% |
Prada Japan Co., Ltd. | 28,770 | 9,487 | 18,298 | 41,916 | 100.00% |
Tannerie Limoges S.A.S. | 1,374 | 600 | (331) | 146 | 60.00% |
Hipic Prod Impex Srl | 3,836 | 41 | (1,402) | (1,333) | 80.00% |
Figline Srl | 335 | 10 | (1,109) | (874) | 100.00% |
839,026 | |||||
The amounts shown are those reported for consolidation purposes before the resolutions of the respective Boards of Directors which approve the financial statements were passed, so they could differ from the final version.
11. OTHER NON-CURRENT ASSETS
The composition of the other non-current assets is set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Prepaid for commercial agreements | 58,427 | 62,600 |
Sundry other long-term receivables | 12,325 | 15,656 |
Long-term guarantee deposits | 3,705 | 2,545 |
Total | 74,457 | 80,802 |
Prepaid for commercial agreements relate to a commercial contract signed during the previous period for which the related benefits are expected to flow to the Company beyond a period of 12 months.
The security deposits are set forth below by type:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Nature: | ||
Stores | 1,835 | 1,835 |
Offices | 44 | 44 |
Warehouses | 24 | 24 |
Other | 1,802 | 642 |
Total | 3,705 | 2,545 |
88 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
The security deposits are set forth below by maturity
(amounts in thousands of Euro) | December 31 |
2020 | |
Maturity: | |
within 1-2 years | - |
within 2-3 years | 298 |
within 3-4 years | 553 |
within 4-5 years | 1,180 |
After 5 years | 1,674 |
Total | 3,705 |
12. LEASE LIABILITY
The following table sets forth the lease liabilities:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Short-term Lease Liability | 42,146 | 39,467 |
Long-term Lease Liability | 275,612 | 264,616 |
Total | 317,758 | 304,083 |
The Lease Liabilities increased from Euro 304 million at January 1, 2020 to Euro 318 million mainly as a result of the incorporation of Fratelli Prada spa, net of payments of the period.
13. SHORT-TERM FINANCIAL PAYABLES AND BANK OVERDRAFTS
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Bank overdrafts | 2 | - |
Short-term loans | 619 | 45,212 |
Current portion of long term loans | 177,389 | 77,889 |
Deferred costs on loans | (223) | (423) |
Short-term financial payables and bank overdrafts | 177,787 | 122,678 |
The short-term loans as at December 31, 2020 refer mainly to accrual of interests on the loans principal.
The remaining current portion of long-term loans is detailed in Note 18.
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 89 |
14. FINANCIAL AND OTHER PAYABLES DUE TO PARENT COMPANIES, SUBSIDIARIES, ASSOCIATES AND RELATED PARTIES
The composition of current payables due to parent companies, subsidiaries, associates and related parties is set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Financial payables | 53,095 | 44,007 |
Other payables | 10,706 | 30,645 |
Total payables due within a year | 63,801 | 74,652 |
The increase in financial payables due to subsidiaries is attributable primarily to changes in intercompany account balances.
The other payables decrease refer to the payment of short-term portion of the debt to purchase all the Fratelli Prada spa shares.
The amount is broken down by counterparty in Note 28.
The composition of the non-current payables due to parent companies, subsidiaries, associates and related parties is set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Financial payables due to subsidiaries | 13,878 | - |
Other payables due to related parties | - | 20,660 |
Total payables due after more than a year | 13,878 | 20,660 |
15. TRADE PAYABLES
The trade payables are set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Trade payables - Third parties | 185,267 | 211,304 |
Trade payables - Subsidiaries and associated undertakings | 447,750 | 651,801 |
Trade payables - Related companies | 1,985 | 2,275 |
Total | 635,002 | 865,380 |
The breakdown by counterparty of payables due to subsidiaries and associates and to related companies is provided in Note 28, "transactions with parent companies, subsidiaries, associates and related parties".
90 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
An aging analysis of the total trade payables is set forth below:
(amounts in thousands of Euro) | December | Current | Overdue (in days) | ||||
31, 2020 | 1 30 | 31 60 | 61 90 | 91 120 | > 120 | ||
Trade payables - third, parent and related parties | 187,252 | 183,523 | 47 | 25 | 69 | 17 | 3,570 |
Trade payables - subsidiaries and associates | 447,750 | 435,470 | 1,059 | 251 | 121 | 411 | 10,438 |
Total | 635,002 | 618,993 | 1,106 | 276 | 190 | 428 | 14,008 |
(amounts in thousands of Euro) | December | Current | Overdue (in days) | ||||
31, 2019 | 1 30 | 31 60 | 61 90 | 91 120 | > 120 | ||
Trade payables - third parties and parent | 213,579 | 208,915 | 212 | 173 | 211 | 82 | 4,439 |
Trade payables - subsidiaries, associates and re- | 651,801 | 627,750 | 3,101 | 2,600 | 2,641 | 2,348 | 13,353 |
lated parties | |||||||
Total | 865,380 | 836,665 | 3,313 | 2,773 | 2,852 | 2,430 | 17,792 |
16. TAX PAYABLES
The current tax liabilities are set forth below:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
VAT and other taxes | 9,169 | 7,006 |
Social security and pension contribution liabilities | 14,954 | 12,456 |
Total | 24,123 | 19,462 |
"VAT and other taxes" refers to personnel income tax (IRPEF) withholdings on employee pay and professional fees, and VAT liabilities arising on e-commerce sales in EU countries.
17. OTHER CURRENT LIABILITIES The "other current liabilities" are as follows:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Payables for capital expenditure | 26,911 | 19,263 |
Payables to employees | 23,292 | 22,075 |
Provision for returns | 75,553 | 75,887 |
Accrued expenses and deferred income | 7,201 | 8,830 |
Other payables | 12,816 | 2,177 |
Total | 145,773 | 128,232 |
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 91 |
The payables due to employees refer to wages and salaries, the 13th and 14th salary accruals, unused vacation time and performance bonuses.
The provision for returns is allocated to cover sales returns whose existence is certain but whose timing and amount are uncertain at the reporting date. The amount of the provision was estimated on the basis of historical/statistical data and forecasts of the number of items sold that could be returned in future.
"Payables for capex" includes the amounts due for capital expenditure as at December 31, 2020, described in Notes 7 and 8 on property, plant and equipment and intangible assets.
"Other payables" increased due to the short-term reclassification of trade agreements, the effects of which will begin to impact from January 1, 2021. "Other payables" includes Euro 2.7 million in advances received from customers and Euro 1.1 million in payables due to others.
18. LONG-TERM FINANCIAL PAYABLES The non-currentfinancial payables are as follows:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Long-term bank borrowings | 386,222 | 488,611 |
Deferred costs on loans | (354) | (503) |
Total | 385,868 | 488,108 |
In January 2020 Prada spa took out a new sustainability-linked bank loan of Euro 75 million. Like the previous such loan stipulated in 2019, it provides for an adjustment of the annual interest based on the achievement of sustainability goals regarding the number of Leadership in Energy and Environmental Design (LEED) certifications, the use of regenerated nylon and the number of training hours for employees.
In April 2020 PRADA spa took out a 5-year bullet loan of Euro 100 million.
In the same period, the company repaid the current portions of long-term loans for an amount of Euro 178 million.
92 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
The long-term bank borrowings as at December 31, 2020, excluding finance lease
obligations and amortized costs, are set forth below:
Principal | Short-term | Long-term | ||||||
Type | Loan | Interest | balance due | balance due | ||||
Recipient | (Euro/ | Maturity | Guarantee | |||||
of loan | currency | rate (1) | (Euro/ | (Euro/ | ||||
thousands) | ||||||||
thousands) | thousands) | |||||||
PRADA spa | 58,500 | Term-loan | EUR | 02/2022 | 1.056% | 8,500 | 50,000 | - |
PRADA spa | 50,000 | Term-loan | EUR | 06/2022 | 0.750% | - | 50,000 | - |
PRADA spa | 34,834 | Term-loan | EUR | 05/2030 | 2.737% | 3,667 | 31,167 | Mortgage loan |
PRADA spa | 40,000 | Term-loan | EUR | 10/2024 | 1.030% | 10,000 | 30,000 | - |
PRADA spa | 100,000 | Term-loan | EUR | 04/2025 | 0.387% | - | 100,000 | - |
PRADA spa | 37,500 | Term-loan | EUR | 06/2022 | 0.480% | 25,000 | 12,500 | - |
PRADA spa | 90,000 | Term-loan | EUR | 02/2021 | 1.613% | 90,000 | - | - |
PRADA spa | 77,778 | Term-loan | EUR | 06/2024 | 0.367% | 22,222 | 55,556 | - |
PRADA spa | 75,000 | Term-loan | EUR | 01/2025 | 0.708% | 18,000 | 57,000 | - |
Total | 563,312 | 177,889 | 386,223 | |||||
(1) the interest rates include the effect of interest rate risk hedges, if any
The mortgage loan is secured by the building in Milan used as the Company's headquarters.
A maturity analysis is provided in Note 4.
19. LONG-TERM EMPLOYEE BENEFITS
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Post-employment benefits | 22,334 | 19,008 |
Other long term employee benefits | 13,370 | 6,041 |
Total | 35,704 | 25,049 |
POST-EMPLOYMENT BENEFITS
The post-employment benefits recognized as at December 31, 2020 amount to Euro 22 million; they all refer to the provision for leaving indemnities and all the benefits are classified as defined benefit plans.
The provision for leaving indemnities was measured using the Projected Unit Credit Method with the support of Federica Zappari, an independent Italian actuary, member (n. 1134) of the Ordine Nazionale degli Attuari (Italian Society of Actuaries).
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 93 |
The main actuarial assumptions for the years of valuation were as follows:
(amounts in thousands of Euro) | December 31 | December 31 |
2020 | 2019 | |
Average duration of plan (years) | 10,9 | 10,6 |
Discount rate | 0.20% | 0.60% |
Inflation rate | 1.5% | 1.5% |
The discount rate used to measure the defined benefit plans was determined on the basis of yields on bonds with an AA rating and a maturity date similar to that of the plans.
The actuarial gains and losses are as follows:
(amounts in thousands of Euro) | Defined Benefit Plans (TFR |
Actuarial adjustments due to: | |
(a) Changes in financial assumptions | 1,292 |
(c) Other | (946) |
Actuarial (gains)/losses | 346 |
Sensitivity analysis conducted on the main actuarial assumptions used as at December 31, 2020 showed that a 50 basis point increase or decrease in the parameters (discount rates, salary raises, inflation rate, probability of termination of service and percentage of leaving indemnity advances) would have an impact of 5% or less on the obligations. Accordingly, the result of the analysis was considered immaterial with respect to possible effects on the financial statements.
Concerning the provision for leaving indemnities reported above, the following plan payments are expected in subsequent years:
(amounts in thousands of Euro) | 2021 | 2022 | 2023 | 2024 | After 2024 |
Defined Benefit Plans (TFR) | 1,495 | 1,013 | 1,116 | 1,203 | 18,046 |
94 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
The changes in the liabilities for post-employment benefits as at December 31,
2020 are shown hereunder:
(amounts in thousands of Euro)
Balance at December 31, 2019 | 19,008 |
Current service costs | 319 |
Increase / (decrease) due to merger | 4,205 |
Actuarial (Gains)/Losses | 346 |
Indemnities paid | (1,543) |
Balance at December 31, 2020 | 22,334 |
OTHER LONG-TERM EMPLOYEE BENEFITS
The other long-term employee benefits meet the IAS 19 definition of other long- term employee benefits and refer to the Company's long-term incentive plans and performance-based programs for employees. Their actuarial value as at December 31, 2020, under the Projected Unit Cost Method, is Euro 13 million (Euro 6 million as at December 31, 2019). The valuation was carried out with the support of the independent actuary Federica Zappari.
The following table presents the changes in other long-term employee benefits for the year ended December 31, 2020:
(amounts in thousands of Euro) | Other long-term benefits |
Balance at December 31, 2019 | 6,041 |
Current service costs | 7,412 |
Transfers | 108 |
Utilization for payments | (190) |
Balance at December 31, 2020 | 13,370 |
PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements | 95 |
20. PROVISIONS FOR RISKS AND CHARGES
The changes in the provisions for risks and charges are summarized below:
Provision for | |||||
(amounts in thousands of Euro) | Provision | Provision for | coverage of losses | Other | Total |
for litigation | tax disputes | of subsidiaries / | provision | ||
associates | |||||
Balance at December 31 2019 | 30 | 37 | 3,279 | 1,329 | 4,675 |
Increases | - | 733 | - | - | 733 |
Utilization for payments | (30) | - | - | (311) | (341) |
Reversals | - | - | (207) | (207) | |
Reclassification | - | - | (3,279) | - | (3,279) |
Balance at December 31 2020 | - | 770 | - | 811 | 1,581 |
The provisions for risks and charges represent the Directors' best estimate of the maximum amount of potential liabilities. According to the Directors and based on the information available, supported also by the opinions of independent tax advisors, the total amount allocated for risks and charges at the reporting date is adequate in respect of the liabilities that could arise from them.
TAX DISPUTES
The Company's main tax disputes at the repor ting date are described hereunder.
The dispute filed by PRADA spa following an audit initiated in 2012 by the Italian Customs Agency for the tax years from 2007 to 2011 to determine the customs value of the products consists of three legal actions regarding the 2010 tax year, all of which are currently pending at the Supreme Cour t. On April 18, 2019 the Company lodged an appeal regarding the first legal action at the Supreme Court against the adverse second-instance ruling issued on July 23, 2018; on May 26 and June 26, 2020, the Company lodged appeals regarding the other two legal actions at the Supreme Cour t against the adverse second-instance rulings issued on July 12, 2019. The Company is awaiting notification of the hearing for all three cases.
In addition to the aforementioned disputes, and consistently with the transparent and collaborative approach adopted toward tax authorities, PRADA spa initiated the process of obtaining the Authorized Economic Operator status, which was granted by the Italian Customs Agency at the highest level (AEO Full) in June 2020.
96 | PRADA spa | Separate Financial Statements 2020 - Notes to the Financial Statements |
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