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Report
as at 28 February 2017
UNIEURO S.p.A.
of Forlì-Cesena: 177115
Dear Shareholders,
In the year just ended, your company once again outdid itself: revenues were at historic highs
exceeding Euro 1.6 billion; and the profits and cash generated eliminated net debt and made it
possible to internally fund the significant investments made on the store network and digital
platform. This was made possible by the positive contribution of each distribution channel
and each product category, with excellent performance that exceeded that of the reference
market.
If Unieuro is the current Italian leader in terms of the number of points of sale, is rapidly
growing online and is seen as the main market consolidator, it is because of our strategy that
focuses on customers, their needs and purchasing habits that are growing in sophistication.
The experience gained in 80 years of history, and the significant resources used to analyse and
interpret data and behaviour have made it clear to us that the purchase process is fluid and
easily alternates between the real and virtual through store visits and accesses to the mobile
app, call centre and website: omnichannel retail is a reality, and Unieuro truly embodies this
concept more than anyone.
The ecosystem we have managed to build is characterised by full integration between the
physical channel - a robust, widespread network of 460 direct and affiliated stores, most of
which are pick-up points - and a cutting-edge digital platform offering customers a specific
means to access our product offerings at any time and any place.
To support this integrated infrastructure, which is our greatest competitive advantage, during
the year we made significant investments: many points of sale were renovated and revitalised,
and several new ones were opened in highly strategic locations; we updated and expanded the
unieuro.it e-commerce platform in terms of both the graphic interface as well as usability,
navigation and content; and a new application was released for mobile devices with unique
functionality capable of further solidifying the integration between online and offline
1
shopping. All of this was done without ever neglecting logistical efficiency, which is the
foundation of our business model, and the centralised warehouse in Piacenza is an
indispensable strong point that ensures high standards of service, close inventory controls and
a platform where new acquisitions can be quickly and effectively implanted.
In fact, our strategy continues to be focused on growth from outside sources as a continuation
of a company history that is peppered by successful acquisitions. In the wake of the
transaction in 2013 that resulted in doubling the store network and the creation of the current
Unieuro, as well as the subsequent foray into the travel channel, last February we announced
the acquisition of Monclick, one of the main Italian pure players in the online consumer
electronics market with a strong presence in the B2B2C segment. Even more recently, we
approved the acquisition of 21 points of sale that will substantially strengthen Unieuro’s
presence in central Italy. These are significant transactions promoting both online and offline
growth that leverage the existing infrastructure and management’s proven capability to
exploit synergies, and that irrefutably stress that the Company is the only omnichannel
consolidator in a market that is still highly fragmented with enormous potential. Thus, we will
continue along the wake of this strategy with the confidence that we can create value to be
redistributed to our stakeholders, including in the form of dividends to shareholders.
Moreover, our shareholder base was updated and expanded following a landmark event in
Unieuro’s history: in April 2017 the Company's shares successfully debuted on the STAR
segment of Borsa Italiana after an institutional placement that gained acceptance from some
of the most prominent Italian and international financial operators. We have deservedly won
their confidence and crossed a significant finishing line, which at the same time is a new
starting point.
Thus, in the name of the Board of Directors, I would like to thank our customers, the
entrepreneurs affiliated with our wholesale network, our 3,900 employees, and first and
foremost, you old and new shareholders, who have placed your trust in us, and who believed
in a successful story with several chapters left ahead to write together.
2
UNIEURO S.p.A.
of Forlì-Cesena: 177115
1. PROCEDURAL NOTES
Below in this Directors’ Report on operations is information on revenues, profitability and
balance sheet and cash flows of Unieuro S.p.A. at 28 February 2017 compared with the same
figures for the previous year.
Unless otherwise indicated, all amounts are stated in millions of euros. Amounts and
percentages were calculated on amounts in thousands of euros, and thus, any differences
found in certain tables are due to rounding.
2. ACCOUNTING POLICIES
This annual financial report as at 28 February 2017 has been compiled in accordance with
Article 154-ter, paragraph 5 of Legislative Decree 58/98 (TUF) as amended and
supplemented, and in compliance with Article 2.2.3 of the Stock Exchange Regulation.
The accounting standards used by the Company are the International Financial Reporting
Standards adopted by the European Union (“IFRS”) and in accordance with Legislative
Decree 38/2005, as well as other CONSOB provisions concerning financial statements.
In order to facilitate the understanding of the Company’s operating and financial performance,
certain alternative performance indicators (“API”) have been identified. For the proper
interpretation of the APIs, note the following: (i) these indicators were created exclusively on
the basis of the Company's historical data and are not indicative of future performance, (ii) the
APIs are not specified in IFRS, and while they are derived from the financial statements, they
are not audited, (iii) the APIs should not be considered a substitute of the indicators required
by established accounting standards (IFRS), (iv) these APIs must be read in conjunction with
the Company’s financial information taken from the financial statements, (v) since the
definitions and criteria used to determine the indicators used by the Company are not based
on established accounting standards, they may not be standardised with those used by other
companies or groups, and thus, they may not be comparable with those that may be presented
by such entities, and (vi) the APIs used by the Company continue to have the same definitions
and descriptions for all years for which financial information is included in the financial
statements.
3
The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for the
year, net working capital, adjusted levered free cash flow, net financial debt and net financial
debt/adjusted EBITDA) have not been identified as IFRS accounting measures, and thus, as
noted above, they must not be considered as alternative measures to those provided in the
Company's financial statements to assess their operating performance and related financial
position.
Certain indicators have been presented as “adjusted” in order to report the Company’s
operating and financial performance net of non-recurring events, unusual events and events
related to extraordinary transactions as identified by the Company. The adjusted indicators
indicated consist of: adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for
the year, adjusted levered free cash flow and net financial debt/adjusted EBITDA. These
indicators reflect the main operating and financial measures adjusted for non-recurring
income and expenses that are not strictly related to the core business and operations, and for
the effect from the change in business model for extended warranty services (as more fully
described below in the API “adjusted EBITDA”), and thus, they make it possible to analyse
the Company’s performance in a more standardised manner in the years reported in the annual
report.
4
Main financial and operating indicators1
Operating indicators
Cash flows
1
Adjusted indicators are not identified as an accounting measure in IFRS, and thus should not be considered an alternative
measure for assessing the Company's results. Since the composition of these indicators is not governed by established
accounting standards, the calculation criterion applied by the Company might not be the same as that used by other
companies and with any criterion the Company might use or create in the future, which therefore will not be
comparable.
2
Adjusted EBITDA is EBITDA adjusted (i) for non-recurring expenses/(income) and (ii) the impact from the adjustment of
revenues for extended warranty services net of related estimated future costs to provide the assistance service, as a
result of the change in the business model for directly managed assistance services. See paragraph 6.2 for additional
details.
3
The adjusted EBITDA margin is the ratio of adjusted EBITDA to revenues.
4
The adjusted profit (loss) for the year is calculated as the profit (loss) for the year adjusted (i) for adjustments incorporated
in adjusted EBITDA covered in Note 2 above and (ii) for the theoretical tax impact of those adjustments.
5
Adjusted levered free cash flow is defined as cash flow generated/absorbed by operating activities net of investment
activities adjusted for non-recurring investments, and including adjustments for non-recurring expenses (income), and
net of their non-cash component and the related tax impact. See paragraph 6.5 for additional details.
5
28 February 29 February
2017 2016
Total area of direct points of sale (in square metres) about 276,000 about 283,000
The Company uses an omnichannel approach providing customers with several buying
methods through both a widespread network of direct points of sale (Retail and Travel
channels10) and indirect points of sale (Wholesale channel), comprising 460 points of sale at
28 February 2017, including 180 direct and 280 affiliated points of sale, and an online
channel operating through the website www.unieuro.it, which allows customers to order
products and decide to have them delivered to their homes or pick them up at a direct or
affiliated point of sale. The Company’s products are rounded out by the B2B channel
targeting professional domestic and foreign customers that operate in industries other than
6
Like-for-like growth: method for comparing sales of direct points of sale including click-and-collect sales for the current
year, with sales for the previous year for the same number of points of sale, and thus, in accordance with the criterion of
being operational for at least 26 months.
7
Physical pick-up points for customer orders using the online channel.
8
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area devoted to sales in
all direct points of sale.
9
Average annual number of full-time-equivalent employees.
10
The Travel sales channel sells products through major public transportation hubs through direct points of sale.
6
those where Unieuro operates, or operators that need to purchase electronic products to be
distributed to their regular customers or to employees to accumulate points or participate in
prize competitions or incentive plans.
Unieuro operates using the same name brand, which was revitalised in 2014 with a new
graphic identity and new positioning, and which reached a 99% brand awareness level in the
following year.
The Company's mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a strategic
approach focusing on accessibility, a local presence and nearness.
Unieuro has its registered office in Forlì and logistics centre in Piacenza and a staff of over
3,900 employees. Revenues for the current year were over Euro 1.6 billion.
In recent years the company and brand have received recognition as Retailer of the Year in
Italy for certain product categories and Superbrand for the value and promotion of the
Unieuro brand.
By leveraging its unique assets, Unieuro is seen as a natural consumer electronics market
consolidator due in part to a process of focusing on strategic priorities, the pillars of which
are:
- Local presence
- Maximising the customer experience
- Retail mix
a. Local presence
Unieuro recognises that it is witnessing a structural change in the market and
shopping habits of consumers. In fact, there is a paradigm shift going on in the
market: the Internet enhances customer awareness in terms of product knowledge,
opens new opportunities for streamlining the process of obtaining information and
the shopping process, and it is actually changing the relationship between
customers and manufacturers, but also between customers and retailers.
7
The purpose of the process of developing a network of direct and indirect points
of sale is to achieve market penetration in areas currently not covered, and also to
enhance the brand's image, including through the development of differentiated
formats that promote the aspect of providing local stores.
At the beginning of fiscal year 2017-2018, an additional point of sale was opened
in the Travel channel, and the acquisition of 21 points of sale located in Lazio,
Abruzzo and Molise was announced and completed on 18 April 2017. These
points of sale will make it possible to provide even better coverage of the Italian
market and generate significant synergies with the current network.
The concept of a local presence, i.e., integration in the digital ecosystem (from
search engines to the major social networks) was also introduced in the online
segment. Specifically, by leveraging new media, the new digital communications
strategy made it possible to reach 20 million Italians with campaigns such as
“Unieuropeans” and “Humans of Technology.” In the social media area, the new
strategy made it possible to achieve 400,000 reactions, which is a level nearly 4
times higher than that of competitors. The optimisation of performance campaigns
aimed at improving the conversion rate of the site made it possible to create a case
history with Google (Case Drive to Store).
The enhancement of the digital channel will also come from external growth such
as the announced acquisition of Monclick.
The improvement of total awareness and strong leadership in the total recall of
advertising as compared to competitors has made it possible to increase the
intention to buy by one percentage point over the previous year.
8
b. Maximising the customer experience
In this new market environment, it is essential to maintain the various touchpoints
of interaction with customers to create a competitive advantage based on solutions
aimed at satisfying the needs of consumers who are able to take advantage of the
integration of channels and support it.
In this context, Unieuro has developed a scalable layout of its point of sale that
can be adapted to various available structures (from a nearby store to a
megastore), and that facilitates the path followed by the customer in the store
giving him/her easy access to key products and creating areas to handle products
in order to compare them.
Unieuro’s commitment to spread this efficient and unique layout is also reflected
in the work programme for stores that each year includes the remodelling and
relocation of its points of sale to maintain their popularity. During the year, 17
direct and 25 indirect points of sale were also remodelled, and four points of sale
were relocated to structures that better meet customer needs, at a total investment
of over Euro 12 million.
Points of sale have taken on a new role with a high emphasis on testing activities,
and they have become a place where the vertical product skills of the sales staff
can be leveraged to provide purchase recommendations.
9
relationship management) to eliminate the space limitations at individual physical
points of sale and focus on the needs of individual customers. The strong trust
built with its customer base is reflected in the high number of members (6.4
million) in the UnieuroClub loyalty programme, that has also made it possible to
support the personalisation of the strategy to sign up customers.
c. Retail mix
Unieuro is able to offer its customers a broad range of appliances and consumer
electronics goods, and is one of the leading operators with points of sale in terms
of the breadth and completeness of products offered to customers. The proven
experience in buying processes together with a natural market concentration
process also made it possible during the year to enhance procurement planning
procedures, adopt a supplier selection process and implement the necessary
controls to ensure the ongoing verification of product performance and the service
offered. On the one hand, this has made it possible to strengthen the long-term
relationship with vendors, who see Unieuro as a reliable strategic partner capable
of marketing their products, and on the other hand to:
10
11
5. MARKET PERFORMANCE11
The Italian consumer electronics market is currently seeing an increase in competition due, on
the one hand, to the structural fragmentation affecting it, and on the other hand, to the
increase in Internet penetration. The change in consumer buying behaviour was emphasized
by the recovery trend after the period of stability following the global economic crisis from
2008-2010, which hit Italy particularly hard from 2011-2013.
The structure of players operating in the market can be segmented into the channels indicated
in the following table.
Unieuro operates in the retail consumer electronics market, and in particular, has a presence in
both the tech superstore channel with its points of sale with an area of over 800 square metres
and revenue of at least Euro 2.5 million, and in the electrical specialist channel, with points of
sale with an area less than 800 square metres and/or with revenue of less than Euro 2.5
11
Market data were processed by the Company’s management based on the analysis as at 28 February 2017.
12
million. In addition to sales in the consumer segment, it also does business in the B2B
segment and markets services (warranties, deliveries, installations, etc.) and products not in
the consumer electronics area.
Its main competitors in the consumer tech superstore and electrical specialist segments are
buying groups, which are associations of companies operating under the same banner but
independent from a business perspective. They combine their buying power to obtain more
attractive prices from suppliers.
In fact, the increase in pricing pressure generated by pure players has structurally changed the
competitive framework. To address changing trends in its product segments, Unieuro
consolidated its multi-channel strategy in order to enhance its competitive advantage, and
continue its consolidation strategy through external growth by making acquisitions in both the
offline and online segments. This vision is confirmed by evidence of more mature markets in
terms of e-commerce penetration, in which traditional retailers that also operate in physical
stores were able to maintain market leadership by adopting strategies based on redefining the
store’s role to encourage the shopping experience of the growing number of omnichannel
customers, by integrating the physical and online channels and focusing on the service
component.
To be specific, the year ended with total growth in the consumer market of 2.1%; the offline
segment remained unchanged, while there was growth of about 23% in the online segment,
which actually drove the positive performance of the entire market bringing online
penetration to about 12.1%.
With regard to product trends, in the last two years there has been a strengthening in the
growth trends of the White segment related, on the one hand, to the essential alignment in the
penetration of certain products at European levels, and on the other hand, to the structure of
product offerings with the development of entry point products. Specifically, the recovery in
consumption has driven growth in various segments of large appliances. In particular, the
stove, dishwasher and dryer categories confirm the positive trend, especially in the online
channel. The performance of small appliances is also positive; it is also driven by the online
channel, especially in the housekeeping and kitchen care segments.
With regard to the Brown segment, the market has been quite stable due to the absence of
disruptive product innovations in TVs, the sales of which are linked to large devices, while in
the Grey segment, there has been a convergence between PCs and tablets as well as
considerable growth in the smartphone and wearable segments. Also in this segment, there
has been an increase in average prices of mobile phones (launches of high-end models such as
the Samsung S7 and pressure from aggressive mobile phone retailers.
In this environment, during the year ending 28 February 2017, Unieuro was able to improve
its share in all segments, and in particular, it was able to seize opportunities offered by
products with greater growth trends. In particular, both channels reported growth at a faster
than market pace, and especially in the online segment where the growth rate is nearly twice
that of the market (42% compared with 23%). Driving this performance was the strategy to
13
focus on the White segment, where growth was around 80%.
14
6. GROUP OPERATING AND FINANCIAL RESULTS
6.1. Revenues12
For the year ending 28 February 2017, revenues totalled Euro 1,660.5 million, a 6.6%
increase over the previous year, with an increase of Euro 103.3 million.
28
29 February
February % % 2017 vs. 2016 %
2016
2017
During the year, Unieuro continued its strategy to develop existing channels by streamlining
and improving the portfolio of direct and affiliated stores. This was in addition to significant
growth in the online channel owing to investments made during the period, such as the launch
of the new site built around the “mobile first” concept, and the continual expansion of pick-up
points, which benefited the increase in click-and-collect sales in both direct and indirect
stores.
Sales in the retail channel were up by 2.0% despite an offline market that was essentially
unchanged. This was due to new openings during the period as well as the extensive plan to
optimise the store portfolio; during the period 17 points of sale were remodelled and
downsized and 4 points of sale were relocated. This was accompanied by the continual
optimisation of company processes such as procurement and delivery, a careful reduction in
the number of underperforming stores, and the investment in staff training in order to increase
customer satisfaction and loyalty.
Wholesale channel sales rose considerably (about Euro 21.5 million, or 10.4%) mainly due to
12
Market data were processed by the Company’s management based on the analysis as at 28 February 2017.
15
the increase in sales of the Company's affiliates that are benefiting from the distribution of
Unieuro’s sales policies and the distribution to all affiliates of the sale of extended warranties.
This was in addition to a significant restructuring plan for affiliated points of sale based on a
more modern layout that meets the needs of consumers; this plan involved 25 affiliates during
the period.
B2B sales rose sharply (Euro 19.7 million or 23.8%) due to the Company's ability to seize the
market opportunities that this fast-changing segment offers.
Growth in the online channel was accompanied by a favourable market trend, with growth in
that market of 23% for the period; this channel also benefited from strategic measures taken
by the Company such as the previously referenced restyling of the website, the expansion of
the network of pick-up points, and specific customer relationship management (CRM)
initiatives and steps to personalise commercial offerings that were well received by
consumers, causing sales to rise by Euro 32.2 million, or 40.8% (42% in like-for-like market
categories) over the previous year, which was about 19 percentage points higher than the
market in like-for-like market categories.
Growth on a like-for-like distribution network basis, calculated as growth in stores open for at
least 26 months on the reporting date, and including retail sales and click-and-collect sales,
was 3.3%, which outperformed the market, which reported total growth of 2.1%.
This confirmed the validity of Unieuro’s omnichannel strategy, which, through investments in
both offline and online channels, was able to outperform market growth rates.
Lastly, the Travel channel rose by about Euro 6.0 million or 58.6%, benefiting, on the one
hand, from a new opening in one of Italy’s largest train stations, and on the other hand, from
full operations of stores at Fiumicino airport, which last year were affected by a fire in a
terminal.
16
6.1.2 Revenues by category
(In millions of Euro and as a
Financial year ended Change
percentage of revenues)
29 February
28 February 2017 % % 2017 vs. 2016 %
2016
Sales in all merchandise categories rose in the year ending 28 February 2017, with higher-
than-average growth in the (i) Grey category, driven by the good performance of the B2B
channel, and more generally, by the good market performance of mobile telephones, (ii) Other
products category, the grouping that includes sales in the entertainment sector and other
products not included in the consumer electronics market such as bicycles, and (iii) Services
category, which rose by 7.1% due to the Company’s continued focus on providing services to
its customers.
The White category also benefited from outperforming the market with growth of over 4%
(4.7% in the market segment related to consumer customers), which was higher than market
growth of around 1.0%. At the same time, the Brown category was affected by a market with
no major product innovations leading to a situation of almost no change in the market figure
for this category. In this environment, the Company's ability to grow in this category as well
by over 3 percentage points (3.1% in the market segment related to consumer customers)
bears witness to the validity of the strategy implemented.
17
6.2. Operating profit
The income statement tables presented below in this Directors’ Report on operations were
reclassified using presentation methods that management deemed useful for reporting
operating profit performance during the year. In order to more fully report the cost and
revenue items indicated, the following were reclassified in this income statement by their
nature: (i) non-recurring expenses/(income) and (ii) the impact from the adjustment of
revenues for extended warranty services net of related estimated future costs to provide the
assistance service, as a result of the change in the business model for directly managed
assistance services.
Financial year ended Change
2017
Adjusted Adjusted
(In millions and as a percentage of revenues) % Adjustments13 % Adjustments vs. %
amounts amounts
2016
Operating lease and building management (57.5) (3.5%) 0.8 (59.6) (3.8%) (0.6) 2.1 (3.6%)
Other costs (43.8) (2.6%) 10.3 (45.4) (2.9%) 5.0 1.6 (3.6%)
Personnel expenses (131.9) (7.9%) 4.7 (128.9) (8.3%) 5.0 (3.0) 2.3%
Other operating income and costs (1.3) (0.1%) (2.3) (1.1) (0.1%) (6.9) (0.2) 20.5%
13
The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change in the business
model for warranties, which was posted in the item “Change in business model for directly managed assistance
services.” Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of
extended warranty services already sold (and collected) starting with the change in the business model, as if Unieuro
had always operated using the current business model. Specifically, the estimate of the profit was reflected in revenues,
which were held in suspense in deferred income, to be deferred until those years in which the conditions for their
recognition are met, net of future costs for performing the extended warranty service, which were projected by the
Company on the basis of historical information on the nature, frequency and cost of assistance work, since it represents
profitability.
18
Adjusted EBITDA 65.4 3.9% 27.3 59.1 3.8% 16.4 6.2 10.5%
In 2017, adjusted EBITDA rose by Euro 6.2 million, or 10.5%, to Euro 65.4 million, with
adjusted EBITDA margin growing by 0.1%.
During the year, merchandise purchase costs and the change in inventories rose by Euro 92.6
million, which was slightly more than the increase in sales, due to the channel mix and
merchandise category effects.
Through a careful policy of managing its stores and renegotiating existing leases, the
Company was able to lower lease expenses by Euro 2.1 million.
Another significant cost reduction, as a percentage of sales, was for personnel costs, as a
result of careful management, which led to a situation of nearly no change in full-time
equivalents during the year, with an increase in personnel costs due mainly to contractual
increases and the shift in staff mix toward more specialised individuals.
Another financial statement item that reflected significant savings as a percentage of sales was
other operating costs and other income, which mainly referred to consulting, maintenance and
utility costs, for which a savings of about Euro 1.4 million was reported.
Other costs rose in step with the increase in sales, despite the Company's decision to support
sales using advertising campaigns that led to an increase in marketing costs during the year,
which remained steady as a percentage of sales.
Below is a reconciliation between gross operating profit (loss) reported in the financial
statements and adjusted EBITDA.
(4.7)
Non-recurring expenses /(income) 17.6 1.1% 5.3 0.3% 12.2 229.0%
Revenues from the sale of warranty extension 9.7 0.6% 11.1 0.7% (1.3) (12.0)%
netted of future estimated service cost - business
model’s change related to direct assistance services14
14
The adjustment was for the deferral of extended warranty service revenues already collected, net of the related
estimated future costs to provide the assistance service. From the year ending 29 February 2012 for White products sold
by the Company, and from the year ending 28 February 2015 for all extended warranty services sold by Unieuro S.r.l.
(hereinafter, the “Former Unieuro”) (excluding telephone systems and peripherals), the Company modified the business
model for the management of extended warranty services by in-sourcing the management of services sold by the Former
Unieuro and by the Company that were previously outsourced (the “Change in Business Model”). As a result of the
Change in Business Model, at the time of sale of extended warranty services, the Company suspends the revenue by
creating a deferred income item in order to recognise the revenue over the life of the contractual obligation, which starts
on the expiration of the two-year legally required warranty. Thus, the Company begins to gradually record revenues from
19
Adjusted EBITDA15 65.4 3.9% 59.1 3.8% 6.2 10.5%
Non-recurring expenses /(income) rose by Euro 12.2 million in the financial statements at 28
February 2017 mainly due to costs incurred for the listing process, higher costs for the Call
Option Agreement and expenses for accidents (fire at a point of sale), and due to the
implementation and launch of the new website. See the table in paragraph 7.3 for additional
details.
Finally, the adjustment due to the change in business model for directly managed services was
down by Euro 1.3 million.
Costs for the Call Option Agreement 3.8 2.3 1.4 62.30%
Costs for pre-opening, relocating and closing points of sale16 3.3 3.7 (0.3) (9.40%)
sales of extended warranty services two years (term of the legally required product warranty) after the execution of the
related agreements, and after the collection of compensation, which is generally concurrent. Thus, the revenue is recorded
on a pro rata basis over the life of the contractual obligation (historically, depending on the product concerned, for a
period of one to four years).
The income statement for the year ended February 28, 2017 include a small portion of the revenues from the warranty
extension services prior to those years (i.e., before the change in the business model), since most of such revenues were
immediately recognized in the income statements prior to February 28, 2014, as the warranty assistance services were
outsourced to third parties.. As a result of this Change in Business Model, the income statements do not fully reflect the
revenues and profit of the business described in this note. In fact, the income statements for these years only partially
report revenues from sales generated starting with the Change in Business Model because the Company will gradually
record sales revenues from extended warranty services (already collected by the Company) starting at the end of the
legally required two-year warranty period.
Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of extended
warranty services already sold (and collected) starting with the Change in Business Model as if Unieuro had always
operated using the current business model. Specifically, the estimate of the profit was reflected in revenues, which were
held in suspense in deferred income, to be deferred until those years in which the conditions for their recognition are met,
net of future costs for performing the extended warranty service, which were projected by the Company on the basis of
historical information on the nature, frequency and cost of assistance work.
The adjustment will progressively decrease to nil in future income statements when the new business model is fully
reflected in our financial statements, which will occur on the last expiry date of warranty extensions sold for all product
categories.
15
See note in the section “Main financial and operating indicators.”
16
The costs for “pre-opening, relocating and closing points of sale” include lease, security and travel expenses for
maintenance and marketing work incurred as a part of i) remodelling work for downsizing and relocating points of sale of
the Former Unieuro, ii) opening points of sale (during the months immediately preceding and following the opening) and
iii) closing points of sale.
20
Accidents 1.1 - 1.1 n.a.
There were significant non-recurring expenses in the year ending 28 February 2017. The main
item was for costs incurred for the listing process totalling Euro 6.1 million.
Euro 3.8 million in non-recurring expenses consisted of costs for the Call Option Agreement
reserved for certain managers and employees.
Euro 3.3 million was for lease, security and travel expenses for maintenance and marketing
work incurred as a part of: i) remodelling work for downsizing and relocating points of sale of
the Former Unieuro, ii) opening points of sale (during the months immediately preceding and
following the opening) and iii) closing points of sale.
Euro 1.1 million for accidents was in relation to the fire at a point of sale which resulted in the
write-down of related inventories since they were completely destroyed.
Euro 1.1 million was for expenses to implement and launch the new website.
Other remaining non-recurring expenses totalled Euro 2.2 million and were mainly for
company management and organisation activities carried out by Rhone Capital LLC,
rebranding costs, and costs for improving the efficiency of the organisational and corporate
structure.
Below is a restated income statement including items from adjusted EBITDA to adjusted
profit (loss) for the year.
21
Financial year ended Changes
29
2017 vs.
28 February February %
2016
(In millions and as a percentage of revenues) 2017 % 2016 %
Net financial expenses at 28 February 2017 totalled Euro 5.8 million (net financial expenses
of Euro 6.9 million at 29 February 2016).
The decrease was due to the total repayment to Italian Electronics Holdings S.r.l. (hereinafter,
Italian Electronics Holdings) of the loan, and the decrease in bank loans as well as improved
management of short-term lines of credit.
Income taxes for the year ending 28 February 2017 totalled Euro 2.7 million (Euro 6.5 million
in the year ending 29 February 2016). The 58.8% decrease was mainly due to the recording of
deferred tax assets (Euro 4.7 million) on tax losses.
The adjusted profit (loss) for the year was Euro 36.3 million (Euro 25.7 million in the year
ending 29 February 2016) representing 2.2% of revenues (1.6% in 2016) due to the positive
contribution of adjusted EBITDA, the lower percentage of financial expenses and the
reduction in taxes for the period.
IRES tax losses, which were still available at 28 February 2017, totalled Euro 408.9 million
(tax losses at 29 February 2016 totalled Euro 417.9 million). These tax losses also guarantee a
benefit in terms of tax rate in future years. Below is a reconciliation between the adjusted net
profit (loss) for the year and net profit (loss) for the year.
22
(In millions and as a percentage of
2017 vs. 2016 %
revenues) 28 February 2017 % 29 February 2016 %
Adjusted profit (loss) for the year17 36.3 2.2% 25.7 1.6% 10.6 0.5%
Theoretical tax impact of the above entries18 2.6 0.2% 1.3 0.1% 1.2 0.1%
Profit (loss) for the year 11.6 0.7% 10.6 0.6% 0.9 0.1%
The Company considers adjusted levered free cash flow to be the most appropriate indicator
to measure cash generation during the year. The composition of the indicator is provided in
the table below.
Financial year ended Changes
28 29
(In millions of Euro) February February 2017 vs. 2016 %
2017 2016
Cash flow from /(used in)operating activities20 19.6 18.6 1.0 5.6%
Net cash flow from /(used in) operating activities21 56.5 54.7 1.8 3.4%
17
See note in the section “Main financial and operating indicators.”
18
No taxes were paid in the year ending 28 February 2017 since they were offset by credits for advance payments made in
previous years. The theoretical rate deemed appropriate by management is 9.4%, which incorporates IRES at 5.5%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
19
See note in the section “Main financial and operating indicators.”
20
The item “Cash flow from/(used in) operating activities” refers to cash from/(used in) the change in working capital and
other non-current balance sheet items such as other assets, other liabilities and risk provisions.
21
The item “Net cash flow from/(used in) operating activities” refers to cash generated by operating activities in a broad
sense net of outlays for interest and taxes and adjusted for non-cash effects of balance sheet changes included in the
item “Cash flow from/(used in) operating activities.”
23
Adjustment for non-recurring investments - - - -
Adjustment for non-monetary item of non-recurring expenses/(income) (5.4) 1.3 (6.7) (522.3%)
Theoretical tax impact of the above entries (1.1) (0.5) (0.6) 110.7%
Net cash flow from/(used in) operating activities was a positive figure of Euro 56.5 million (a
positive figure of Euro 54.7 million in 2016). The improvement over the previous year was
largely due to lower taxes paid, which were partially offset by the reduction in operating
profit, and it allows the company to easily fund investments for the period.
Adjusted levered free cash flow was a positive figure of Euro 39.7 million (Euro 33.3 million
in the previous year) due to the adjustment made for cash components of non-recurring
income and expenses, net of the related tax effect, which totalled Euro 11.1 million and it
reflected the sharp increase in adjusted EBITDA in 2017 over the previous year.
The increase in adjusted EBITDA, careful and efficient working capital management and the
reduction in taxes were the main reasons for the 19.2% increase in adjusted levered free cash
flow over the previous year.
Below are the main changes recorded in the Company's net financial debt during the years
ending 28 February 2017 and 29 February 2016:
Cash flow from/(used in) operating activities 19.6 18.6 1.0 5.6%
Net cash flow from /(used in) operating activities 56.5 54.7 1.8 3.4%
Other cash flow generated by investment activities 0.1 (0.0) 0.1 (421.1%)
24
Distribution of dividends (3.9) - (3.9) n.a.
The other cash flows that contributed to the change in net financial debt were investment
activities, which entailed outlays slightly higher than last year (Euro 27.9 million in 2017,
Euro 27.5 million in the previous year) and the payment of dividends of Euro 3.9 million.
25
6.6 Statement of financial position
Below is a detailed breakdown of the Company’s net working capital and net invested capital
at 28 February 2017 and 29 February 2016:
The reduction in net working capital compared to the year ending 29 February 2016 reflects
the Company's careful management of this aggregate, and was mainly due to the decrease in
other working capital items resulting from the rise in other current liabilities resulting from
deferred income from the extended warranty service of Euro 17.6 million.
Net invested capital totalled Euro 86.9 million, which was down primarily due to reduced
investments in net working capital that more than offset the increase in non-current assets
from investments during the period.
Shareholders’ equity rose by Euro 11.6 million compared with 29 February 2016. The
increase was mainly the result of profit of Euro 11.6 million generated by the Company. The
distribution of dividends to shareholders generated a reduction of Euro 3.9 million in
shareholders’ equity, which was offset by an increase, in the same amount, of reserves for
share-based payments.
26
Below is a detailed breakdown of the Company’s net financial debt at 28 February 2017 and
29 February 2016 in accordance with Consob Communication 6064293 of 28 July 2006 and
in compliance with ESMA Recommendations 2013-319:
(G) Current portion of non-current financial debt (6.0) (3.2) (2.8) 87.5%
(H) Other current loans and borrowings (2.4) (2.5) 0.1 (2.1%)
(J) Net current financial position (debt) (I)+(E)+(D) 28.3 29.8 (1.5) (5.1%)
(K) Non-current bank loans and borrowings (25.8) (31.8) 6.0 (18.8%)
(M) Other non-current loans and borrowings (4.4) (23.9) 19.5 (81.5%)
Net financial debt has been reduced by Euro 24 million compared with 29 February 2016
mainly due to the positive operating performance already discussed in the paragraph on
27
adjusted levered free cash flow.
The change in net financial debt was due to adjusted levered free cash flow totalling Euro
39.7 million net of adjustments for non-recurring cash components of Euro 11.1 million, the
distribution of dividends of Euro 3.9 million and other small changes of Euro 0.8 million.
Gross financial debt totalled Euro 38.6 million, of which Euro 30.2 million was medium and
long term, and Euro 8.4 million was short term. Note that the Company had available,
committed, unused short-term lines of credit of Euro 41.8 million at 28 February 2017.
28
7. INVESTMENTS
Net investments during the year totalled Euro 27.9 million, which was largely the same as the
previous year (Euro 27.5 million).
Investments were mainly for work totalling Euro 20.3 million to open, remodel, downsize,
upgrade and improve the efficiency of the Company’s stores as a part of a programme
entailing the remodelling and downsizing of 17 points of sale during the year and the
relocation of 4 points of sale.
More specifically, the Company invested Euro 15.8 million in the upgrading of the
Company’s stores, including Euro 9.3 million for remodelling and downsizing, Euro 3.2
million for relocations and Euro 3.3 million in investments for new openings (which also
included non-current assets in progress for stores that will open in 2018).
In addition to this work were small projects on points of sale totalling Euro 7.7 million
including restyling and energy efficiency projects totalling Euro 1.8 million; unscheduled
maintenance; investments in servers, printers and other tangible infrastructure; mini-
remodelling work to improve active and passive security; the replacement of POSs and other
minor work totalling Euro 5.9 million.
Remaining investments were for investments in intangible infrastructure totalling Euro 4.4
million including, for example, measures taken to improve the web platform, improvements
in IT infrastructure and investments in the Piacenza logistics centre.
29
8. INFORMATION ON RELATED-PARTY TRANSACTIONS AND NON-RECURRING, ATYPICAL OR
UNUSUAL TRANSACTIONS
The following tables summarise the Company's related-party receivable and payable positions
at 28 February 2017 and 29 February 2016:
(Thousands of Euros) Related-party receivable and payable positions at 28 February 2017
Italian Rhône As a
Ni.Ma Statutory Board of Key Item
Type Electronics Capital Total percentage
S.r.l. auditors Directors executives total
Holdings II L.P. of item
At 28 February 2017
Other current liabilities - - (29) (80) (417) (624) (1,150) (140,327) 0.8%
30
Total 24 6 (17,131) 65 (100) (942) (628) (18,706)
The following table summarises the Company's related-party income statement positions at 28
February 2017 and 29 February 2016:
At 28 February 2017
At 29
February
2016
Other income 5 5 5 3 - - - - 18 12,396 0.1%
For the periods concerned, related-party receivable/payable and income statement positions
were mainly for:
31
- lease payments for the Company’s registered office: in Forlì and for several points of
sale, and the debit of insurance costs for these points of sale that were invoiced by Ni.Ma
S.r.l., a company with registered office in Forlì owned by several members of the
Silvestrini family (Giuseppe Silvestrini, Maria Grazia Silvestrini, Luciano Vespignani
and Gianpaola Gazzoni, each with a 25% stake in share capital; they are also shareholders
of Italian Electronics Holdings);
- the service for maintaining accounting records performed by the Company's employees
for the holding companies Venice Holdings S.r.l. (merged into Italian Electronics
Holdings during the year ending 28 February 2017), Italian Electronics Holdings and
Italian Electronics S.r.l. (merged into Italian Electronics Holdings during the year ending
28 February 2017);
- the national tax consolidation scheme, the option for which was exercised in 2015; this
generated a Company receivable from the holding company and consolidator Italian
Electronics S.r.l.;
- the loan received from Italian Electronics S.r.l., which was obtained on 2 December 2013
and is interest-bearing. On 21 November 2016, the Company’s Board of Directors
approved the full repayment of the remaining amount owed on the inter-company loan in
an amount totalling Euro 21,120 thousand. Thus, the inter-company loan was fully repaid
and cancelled on 28 November 2016;
- the relationships with directors and key executives summarised in the following table:
Key executives
Financial year ended 28 February 2017 Financial year ended 29 February 2016
Chief Executive Officer - Giancarlo Nicosanti Monterastelli Admin & Control Director - Nicola Sautto
Chief Corporate Development Officer - Andrea Scozzoli Chief Omnichannel Officer- Bruna Olivieri
Chief Omnichannel Officer- Bruna Olivieri Chief Financial Officer- Andrea Scozzoli
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
32
Property Director- Gabriele Miti
The gross compensation of key executives includes all components of compensation (benefits,
bonuses and gross compensation).
The following table summarises the Company's cash flows with related parties at 28 February
2017 and 29 February 2016:
Unieuro S.p.A. adheres to the Self-regulation Code of listed Italian companies (the "Code"),
and has adapted it to suit its characteristics.
In order to meet the transparency obligations required by regulations in the sector, the "Report
on Corporate Governance and Ownership Structure" was prepared as required by Art. 123-bis
of the Consolidated Finance Law which provides a general description of the governance
system adopted by Unieuro S.p.A. and information on ownership structure, the organisational
33
model adopted pursuant to Legislative Decree 231 of 2001 and the level of compliance with
the Self-regulation Code, including the main governance practices applied and characteristics
of the risk management and internal control system in relation to the financial reporting
process.
- Italian Electronics Holdings, an Italian holding company that holds a 100% stake in
the Company.
During the year ending 28 February 2017, the Company took all the internal steps necessary
to prepare for the project to list the Company's shares on the Electronic Stock Exchange
organised and managed by Borsa Italiana S.p.A. The listing project was formally ratified at
the Shareholders’ Meeting of 12 December 2016. After the above listing project was begun,
in order to confirm the incentives of beneficiaries of the Call Option Agreement, at the
beginning of February 2017, the leading shareholder (Italian Electronics Holdings) intended
to amend the original option plan by revoking the previous Call Option Agreement and
simultaneously assigning a new option plan called the Transaction Bonus with a term of 5
years. This plan required Italian Electronics Holdings to do the following: (i) if the plan for
admission for listing is successful, to assign to certain Company managers, on the day the
placement price is set by Italian Electronics Holding, a number of Company shares free of
charge, with the obligation to sell the shares assigned on the same day as the placement, and
to assign to other managers an amount in euros equal to the value of a pre-determined number
of shares at the placement price; (ii) if all or a part of the Company’s shares is sold to a third
party, to assign to certain managers and employees of the Company, before the sale to the
third party by Italian Electronics Holdings, a number of Company shares free of charge, with
the obligation to sell the shares assigned to the third party buyer.
The occurrence of the events was mutually exclusive, and thus, upon the occurrence of the
first event in terms of timing, the second event scenario would have been automatically void.
On 4 April 2017, the holding company Italian Electronics Holdings completed the listing
process for the shares of Unieuro S.p.A. on the Electronic Stock Exchange - STAR Segment
of Borsa Italiana S.p.A., and placed 31.8% of the Company’s capital valued at Euro 70
million.
The revision of the assignment mechanism, which took place by revoking the previous Call
Option Agreement and simultaneously having beneficiaries sign the Transaction Bonus, was
34
structured as an amendment to the existing plan which resulted in an event to accelerate the
vesting period.
At the date these financial statements were prepared, to determine the duration of the vesting
period, 4 April 2017 (the date shares were placed on the Electronic Stock Exchange) was
considered to be the new expiry date for the service period of beneficiaries. Thus, the amount
of personnel costs to be allocated to the income statement, with the specific reserve for share-
based payments as the balancing entry, was revised in view of the new vesting expiry date.
The cost for the Call Option Agreement included in the financial statements at 28 February
2017 was Euro 3,766 thousand.
On 6 February 2017, the Company’s Shareholders’ Meeting approved the adoption of a stock
option plan (the “Plan”) reserved for the Company’s executive directors, independent
contractors and employees (executive and non-executive staff). The Plan calls for assigning
ordinary shares derived from a capital increase with no option rights pursuant to Art. 2441,
paragraphs 5 and 8 of the Italian Civil Code approved by the Company's Shareholders’
Meeting on the same date.
The Plan specifies the following objectives: (i) to get beneficiaries to focus on factors of a
strategic interest to the Company, (ii) to obtain the loyalty of plan beneficiaries and given
them an incentive to remain with the Company, (iii) to increase the Company's
competitiveness by identifying medium-term goals and fostering the creation of value for both
the Company and its shareholders, and (iv) to ensure that the overall remuneration of Plan
beneficiaries is competitive in the market.
The Shareholders’ Meeting directed the Company’s Board of Directors to implement and
determine the specific characteristics of the Plan at a meeting to be held after the date the
trading of the Company's shares begins.
- Condition: the Plan and features of related options will be dependent upon the
finalisation of the Company’s listing by 31 July 2017 (“IPO”);
- Recipients: the Plan is intended for the Company’ directors with executive positions,
outside contractors and employees (executive and non-executive staff) to be identified by the
Board of Directors;
- Purpose: the purpose of the Plan is to assign Beneficiaries free option rights that are
non-transferable inter vivos for the purchase or subscription by payment of ordinary Company
shares up to a maximum of 860,215 options, each of which will entitle the holder to subscribe
one newly issued ordinary share (the “Options”). If the goal is exceeded with performance of
120% of the target, the number of Options will be increased to 1,032,258. To this end, an
35
increase in share capital was approved for up to a nominal amount of Euro 206,452 plus share
premium for a total (capital plus share premium) equal to the price at which the Company’s
shares will be placed on the MTA through the issuance of up to 1,032,258 ordinary shares;
- Assignment: the Options will be assigned in one or more tranches, and the Board of
Directors shall determine the number of Options in each tranche after consulting with the
Remuneration Committee;
- Exercise of rights: the Board of Directors has been delegated to determine the terms,
conditions and procedures for assigning, executing and exercising Option rights and specify
these in the rules (the “Rules”); however, subscription may only take place after 31 July 2020
and by the final deadline of 31 July 2025;
- Vesting: the amount and existence of the right of each beneficiary to exercise options
will be verified as at 31 July 2020 in relation to the achievement of the goals, in terms of
distributable profits, indicated in the business plan on the basis of the following criteria:
• no option may be exercised unless at least 85% of projected profits have been
achieved;
• if 85% of projected profits have been achieved, only half of the options may be
exercised;
• if more than 85% and up to 100% of projected profits are achieved, the number of
options to be exercised will be determined on a sliding scale between 50% and 100%;
• if more than 100% and up to 120% of projected profits are achieved, the number of
options to be exercised will be determined on a sliding scale between 100% and 120%; this
percentage is to be considered the maximum;
- Strike price: the strike price of the Options will be equal to the placement price on the
day of the IPO;
- Term: the Plan will carried out over a period of five years from 31 July 2020 to 31
July 2025.
Furthermore on 6 February 2017, the Shareholders’ Meeting directed the Board of Directors
to determine the criteria for identifying beneficiaries and the number of Options to be
assigned to Plan beneficiaries on the basis of objective and predetermined criteria in the
Company’s interest that are to be indicated in the special Rules. With regard to each
beneficiary, the Board of Directors must also determine a maximum number of Options to be
determined in accordance with the terms and conditions of the Rules, also bearing in mind the
position held in the Company’s organisation.
36
holding company, directly or through an intermediary.
37
10. STAFF-RELATED INFORMATION
Composition of workforce
Executives 10 11
Middle 56 57
managers
Factory 48 1
workers
Temporary - -
staff
The equal treatment of individuals is carried out at Unieuro by ensuring that starting with the
selection phase and in all work performed, there will be no discrimination on the basis of race,
sex, nationality, sexual orientation, social status, physical appearance, religion or political
affiliation.
The tools and channels used to find candidates, in descending priority order, are the
company’s website in the “Work with us” section, and relationships with recruiting and
selection companies with which specific partnerships are maintained.
At Unieuro, training is an (in)tangible investment in our most important asset: our employees.
Every year the Company invests significant resources in the professional and managerial
training of employees using tools such as direct teaching, webinars, conferences, tutoring,
simulations, on-the-job training, e-learning and staff training.
In addition to mandatory training courses (health and safety, Organisational Model 231,
38
privacy), there are managerial and professional training programmes for store and head office
staff. As an example, topics covered range from people management to effective
communications, from sales techniques to visual merchandising, and from work organisation
to sales management at the points of sale.
The company’s academy for apprentice managers is particularly important in the professional
development and growth of its human resources. Participants, who are identified out of the
pool of individuals at the company through an internal candidacy process, assessment centres
and individual interviews, participate in on-the-job and classroom training that lasts 6 months.
For the Company, the health and safety of all human resources in the workplace in accordance
with current regulations is a priority. In particular, the Company takes steps to provide work
conditions that respect the physical and moral integrity of workers.
- financial risks;
39
properly assess future developments in consumer preferences in relation to market trends.
Risks connected with the economic situation and dependence on the Italian market:
Unieuro is exposed to the risk of a potential reduction in future revenues resulting from the
limited purchasing power of the average consumer due to any continuing phenomena of an
economic recession. If the current period of gradual economic recovery stalls or reverses, or if
there are other periods of economic and/or financial crises, there could be negative
repercussions on the Company’s income statement, balance sheet and cash flows.
Risks connected with recognition of the Unieuro brand: the decrease in the recognition
and distinctive features of the Unieuro brand could impair the Company’s competitive
position in its reference market. The Company’s strategy is aimed at improving the reputation
of the Unieuro brand by focusing on the breadth of the range of products offered and product
quality and innovation, and by providing customers with a range of products that are
affordable.
In order to improve the recognition of its brand, Unieuro conducts advertising campaigns
through traditional means of communication (advertising inserts, leaflets, television spots,
posters, etc.) and through its website and social media. Any promotional activities not in
keeping with the positioning of the Unieuro brand and not consistent with the sales strategy
could turn out to be ineffective and have a negative impact on the Company's image and the
perception of its brand.
Risks associated with the management of directly operated points of sale: the Company is
exposed to the risk of having to compete with the pricing offered by other competing
companies when renewing agreements for directly operated points of sale.
Risks associated with points of sale that are not directly operated and relations with
affiliates: the Company is exposed to the risk of losing commercial relationships with its
affiliates and/or the deterioration of their pricing that could result in a reduction in related
revenues.
Risks associated with recent and/or potential future acquisitions: Unieuro might be
exposed to liabilities that did not arise during the pre-acquisition due diligence process or are
not covered by contractual provisions relating to companies acquired in the past or to be
acquired in the future by the Company. In any case, the assessments performed during the
period before an acquisition may not be accurate.
Risks associated with the evolution and growth of e-commerce Unieuro is exposed to the
risk of not being innovative and not enhancing its e-commerce platform, and not offering its
customers a platform in keeping with that of its competitors. In recent years, Unieuro has
made several investments in the online sales channel in order to offer its customers a
technologically advanced e-commerce platform that is seen as easy to use and intuitive by
users. In this context it should be noted that the e-commerce sector is characterised by the
rapid growth in technology and business models (e.g. the creation of websites available on
mobile devices).
40
Among other things, the Company’s success and competitiveness depend on the ability to
innovate and enhance its technologies and adapt them, from time to time, to respond to
changes and technological advances without generating cannibalisation phenomena to the
detriment of the traditional distribution channels that Unieuro also uses.
Risks associated with supplemental warranties: Unieuro is exposed to the risk that the
estimates, on the basis of which it develops its strategy in the area of offering supplemental
warranties, turn out to be incorrect. Although at the date of this Report the Company had not
recorded any requests for product repairs or replacements greater than estimates made, the
risk cannot be ruled out that the actual requests for remedies under supplemental warranties
turn out to be significantly higher than the Company's projections with potential negative
repercussions on the Company’s income statement, balance sheet or cash flows.
Risks associated with supplier relations: The Company is exposed to the risk of potential
problems in the management of trade relations with its suppliers. Most suppliers the Company
relies on establish a maximum limit of credit available to individual customers who turn to
them to supply merchandise on the basis of credit facilities granted to such companies by
insurance companies operating in this specific area. In general, these facilities are provided on
the basis of numerous factors such as the domestic economic environment, country risk, and
each customer’s financial position and creditworthiness. If these factors deteriorate, the
amount of credit available to the Company could decline, or in any event, be lower than
expectations. In this case, several suppliers could decide to reduce or terminate credit facilities
provided to the Company, which could adversely affect the Company’s procurement of
electronic products, and ultimately its ability to meet customer demand with potential
significant negative repercussions on the Company’s income statement, cash flows and
balance sheet.
Other operational risks: this category includes risks typical of the consumer electronics
sector connected with: opening new points of sale, seasonality, failure to implement or the
delayed implementation of its business strategy, the technological development of electronic
products and the perception of new trends, the availability of products and inventory
obsolescence, the operations of the logistics centre and procurement of products marketed,
possible restrictions on imports, product liability, the operation of IT systems, management of
post-sale customer assistance services, e-commerce fraud and services provided by third
parties. The Company manages and measures these risks, and they are reflected in the
financial statements in items related to inventories, with respect to provisions for
obsolescence, and in provisions for risks and charges. For additional information on
provisions and write-downs made during the year ended 28 February 2017, see the related
notes to financial statements.
b. Financial risks
The main financial risks to which the Company is exposed are liquidity risk, interest rate risk,
credit risk and risks connected with the Company's net financial debt.
Liquidity risk: the Company defines liquidity risk as the possibility that the Company may
41
not be able to promptly fulfil its obligations. The Company manages its liquidity by taking
into account the seasonality of cash flows from retail sales, which may result in a certain
unevenness in cash flows from sales and operating costs in several months of the year. This
risk is contained through measures aimed at ensuring a balanced capital structure, diversified
sources of funding, the spread of due dates for financial debt over a broad time horizon, the
maintenance of unused committed lines of credit and defined limits on maturities and credit
counterparties in the management of liquidity.
From a structural standpoint, the Company has negative working capital, and as a result, it is
exposed to the risk of the inability to raise the financial resources necessary to meet the
related financial needs (primarily in the first half of the year). This peculiarity is mainly due
to the following structural characteristics of the business conducted by Unieuro: (i) a small
amount of trade receivables generated mainly by the wholesale channel relative to sales
volume, since most sales are very quickly transformed into cash, which is typical of retail
sales to end customers; and (ii) inventories in an amount structurally proportional to turnover.
On the other hand, the amount of current liabilities, and especially trade payables, tends to
permanently exceed the amount of current assets.
Unieuro has a revolving line of Euro 41,800 thousand, which is generally fully utilised in the
first half of each year to meet the related financial requirements, and is instead repaid during
periods of the greatest cash generation (typically the last half of each year).
The Company believes that existing lines of credit and loans as at 28 February 2017 are
sufficient to cover requirements from its operating and investment activities and to repay
maturing debt.
Interest rate risk: the Company is exposed to interest rate risk largely in relation to floating
rate financial liabilities.
Most of the Company's debt exposure is at a floating rate. The Company continually monitors
interest rate trends using instruments to hedge against the risk of fluctuating interest rates
when deemed appropriate.
Credit risk: this is related to the Company’s exposure to potential losses resulting from the
failure of financial or commercial counterparties to fulfil their obligations. The Company has
receivable monitoring processes that call for analysing the customers’ reliability, assigning a
credit line and controlling exposure using reports that break down maturities and average
collection periods. At the reporting date, there were no significant risk concentration
positions.
Risks associated with the Company’s net financial debt: The seasonality of business cycles
and the Company’s revenue trends do not rule out the possibility that the Company may need
to obtain new lines of credit to meet its financial requirements.
42
administrative sanctions, financial losses or reputational damage as a result of violations of
mandatory provisions (of laws or regulations) or of company regulations (articles of
association, codes of conduct, self-regulation codes). The main risks of this type can be
grouped in the categories described below.
Risks connected with the regulatory environment: Unieuro conducts its business in sectors
regulated by national, EU and international regulations, the violation or change in which
could result in limitations of its operations or increased costs. In the future, it is possible that
there will be changes in tax and other rules and in existing regulations, including from the
standpoint of interpretations, that could result in the Company's liability or have a negative
impact on its business with a possible negative impact on its income statement, balance sheet
and/or cash flows.
Any legislative or regulatory changes (e.g. in relations between lessors and lessees, taxation
and related income, and the issuance and maintenance of administrative authorisations to
perform business activities) could affect the Company’s balance sheet, income statement and
cash flows. Furthermore, any suspension and/or revocation of licences or authorisations
required by current legislation in Italy as a necessary condition for conducting business
activity at points of sale, and any mandatory measures required by competent authorities to
confirm or issue such authorisations or licences could have a potential negative effect on
Unieuro’s operations or outlook, or on its income statement, balance sheet and cash flows.
Risks associated with compliance with regulations concerning the environment and
health and safety in the workplace: The Company is subject to laws and regulations to
protect the environment and health; thus, any violations of these regulations could result in
limitations on the Company’s business or significant additional costs.
The Company performs its business in sectors regulated by national and EU regulations
concerning environmental protection and health and safety in the workplace. In accordance
with the obligations of regulations on environmental protection and health and safety in the
workplace, Unieuro makes the investments necessary to ensure compliance with the
provisions of applicable laws and regulations. In this regard, in July 2016, Legislative Decree
121 (the so-called “1 vs. 0” Decree) went into effect that calls for the free collection of very
small electric and electronic devices (RAFE) by distributors of appliances and consumer
electronics goods. The decree also specifies technical requirements for the preliminary deposit
and collection to be carried out at such distributors and the subsequent transport and transfer,
with the resulting obligations for distributors (including Unieuro) to comply with the legal
requirements set forth in the decree. It is possible that Unieuro must, in the future, incur
extraordinary expenses for actions brought against the Company for problems related to the
environment, health and safety in the workplace and/or Unieuro may be required to make
significant investments to comply with changes dictated by regulations concerning these
obligations with a resulting negative impact on the balance sheet, income statement and cash
flows.
43
13. SIGNIFICANT EVENTS DURING AND AFTER THE YEAR
The fiscal year ending 28 February 2017 was characterised by the listing procedure
undertaken by the Company that resulted in significant changes in its organisational structure.
On 23 February 2017, Unieuro, as buyer, signed an agreement with Project Shop Land S.p.A.,
as seller, for the purchase of 100% of the share capital of Monclick S.r.l. (“Monclick”). The
price agreed to by the parties was Euro 10,000 thousand, and the purchase of Shares by
Unieuro is subject to meeting the following conditions precedent: (a) obtaining all
authorisations of competent antitrust authorities that contain no conditions or obligations for
the Company or Monclick; (b) obtaining the consent of the Lending Banks to execute the
purchase. The agreement is to be concluded in June 2017.
Through its purchase of Monclick, the Company intends to enhance its position in the online
sales sector (by exploiting Monclick’s competitive position), and to launch and develop the
business of marketing consumer electronics goods in the B2B2C channel as the leading
specialised operator.
On 4 April 2017, trading began for the Company’s stock on the Star segment of the Electronic
Stock Exchange. The stock was placed at a price of Euro 11 per share, and 31.8% of capital
was placed.
On 18 April 2017, the Company acquired a business division from Andreoli S.p.A. subject to
the settlement of creditors’ claims. The business division consists of 21 points of sale located
mainly in shopping centres with areas between 1,200 and 1,500 square metres. The chain
acquired currently operates under the Euronics brand in southern Lazio, Abruzzo and Molise
regions, and in 2015 it generated retail revenues of about Euro 94 million at a profit, and it
employs over 300 people.
The stores will be acquired with no inventory and will be subject to a precise revitalisation
plan, which, starting in the beginning weeks, will entail the adoption of the Unieuro brand, the
refitting of store spaces, a new assortment of merchandise and the adoption of new IT
systems, with the aim of achieving projected revenue and profitability targets over 18-24
months.
The amount of the transaction, which was carried out without taking over financial debt or
payables to suppliers, was Euro 12.2 million, including Euro 3.9 million already contributed
as a security deposit, and Euro 8.3 million to be paid as the final payment once the transaction
is finalised, which is projected to be within 30 days of the date the company complex is
awarded. The transaction will be financed out of available cash and using lines of credit
provided by financial institutions. The acquisition allows to the Company to pursue the goal
of broadening its local presence and increasing touchpoints with customers.
On 3 May 2017, the greenshoe option was partially exercised. This option was granted by
44
Italian Electronics Holdings for 537,936 shares in relation to the 636,363 shares that were
over allotted. The purchase price of shares under the greenshoe option was Euro 11.00 per
share corresponding to the bid price set in the Institutional Placement for a total of Euro 5,917
thousand. The settlement of shares related to the greenshoe option took place on 8 May 2017.
Thus, at the date of this report, the Institutional Placement involved a total of 6,901,573
ordinary shares of Unieuro S.p.A., equal to about 35% of share capital, valued at
approximately Euro 75,917 thousand.
45
14. OUTLOOK
The scenario seen in 2016, with a slight improvement in GDP, should also continue in
calenda year 2017 based on Italian GDP growth estimates made by various international
organisations, and this growth is largely in line with 2016. The consumer electronics market is
highly correlated to GDP movements, and thus, growth in this market is also expected next
year.
In financial year 2017-2018 the Company expects further sales growth driven by the larger
store network in both the retail and travel channels, as a reflection of the positive impact of
the work programme for the store portfolio and new openings. An additional push will come
from growth in online sales.
This is in addition to external growth to be achieved through the acquisition of the 21 former
Andreoli stores, and through the acquisition of Monclick when that closing is finalised.
In terms of financial management, operating cash flows are expected to improve with
investments in line with the year ended 28 February 2017 without considering investments for
acquisitions. Investments will be aimed at improving the store network and expanding the
latter, and infrastructure-related measures will be taken to improve the efficiency of company
processes.
46
FINANCIAL STATEMENT
Year ended
(amounts in euro thousand)
Notes 28 February 2017 29 February 2016
47
INCOME STATEMENT
Year ended
(amounts in euro thousand)
Notes 28 February 2017 29 February 2016
48
STATEMENT OF CASH FLOWS
Year ended
(amounts in euro thousand)
Notes 28 February 2017 29 February 2016
Net cash flow from (used in) operating activities 5.27 56,523 54,687
49
STATEMENT OF CHANGES IN EQUITY
Reserve for
Cash Share-
actuarial Profit/(loss)
Share Legal Extraordinary flow based Other
(Amounts in euro thousand) Notes gains/(losses) carried Total equity
capital reserve reserve hedge payments reserves
on defined forward
reserve reserve
benefit plans
Balance as at 28 February
4,000 800 43,643 (113) (586) 676 6,144 (12,654) 41,910
2015
Profit (loss) for the year - - - - - - - 10,642 10,642
Other components of
comprehensive income - - - 39 485 - - - 524
(expenses)
Total comprehensive
- - - 39 485 - - 10,642 11,166
income (expense)
Contribution from merger (757) 175 51,855 (33,237) 18,036
Allocation of previous year’s
- - 4,818 - - - - (4,818) -
profit (loss)
Equity-settled share-based
- - - - - 2,321 - - 2,321
payment plans
Total owner transactions - - 4,818 - - 2,321 - (4,818) 2,321
Balance as at 29 February
5.10 4,000 800 48,461 (74) (858) 3,172 57,999 (40,067) 73,433
2016
Profit (loss) for the year - - - - - - - 11,587 11,587
Other components of
comprehensive income - - - 74 (1) - - - 73
(expenses)
Total comprehensive
- - - 74 (1) - - 11,587 11,660
income (expense)
Allocation of previous year’s
- - 10,642 - - - - (10,642) -
profit (loss)
Distribution of dividends - - (3,880) - - - - - (3,880)
Equity-settled share-based
- - - - - 3,766 - - 3,766
payment plans
Total owner transactions - - 6,762 - - 3,766 - (10,642) (114)
Balance as at 28 February
5.10 4,000 800 55,223 - (859) 6,938 57,999 (39,122) 84,979
2017
50
NOTES
1. PREAMBLE
Unieuro S.p.A. (hereinafter also the "Company"), formerly S.G.M. Distribuzione S.r.l., is a
company existing under the laws of Italy with registered office in Forlì, Via V.G. Schiaparelli 31,
operating in the retail and online distribution of electric appliances and consumer electronics.
On 29 November 2013, the company that was then the parent company of Unieuro S.p.A., Venice
Holdings S.r.l. (hereinafter also "Venice Holdings", merged by incorporation into Italian
Electronics Holdings S.r.l. on 27 October 2016), concluded as part of a broader consolidation
operation, the acquisition of the majority equity interest in Unieuro S.r.l. (hereinafter “Ex
Unieuro”) of 84.78% of the share capital. This acquisition created one of the main distributors in
Italy of electric appliances and consumer electronics.
On 26 February 2016, with accounting and tax effects from 1 March 2015, Ex Unieuro was merged
by incorporation into Unieuro S.p.A (hereinafter the "Unieuro Merger "), both companies which
were then 100% owned by Italian Electronics S.r.l. (hereinafter also "Italian Electronics",
subsequently merged by incorporation into Italian Electronics Holdings S.r.l. on 27 October 2016).
Therefore, from 27 October 2016, the Company has been controlled by Italian Electronics Holdings
S.r.l. (hereinafter also “Italian Electronics Holdings”).
Pursuant to the resolution of the Extraordinary shareholders’ meeting held on 12 December 2016,
the Company was transformed from a limited liability company to a joint stock company (società
per azioni) changing its name from “S.G.M. Distribuzione S.r.l.” to “Unieuro S.p.A.”.
On 4 April 2017, Italian Electronics Holding placed on the Screen-based Share Market (MTA) -
Star Segment of Borsa Italiana S.p.A., 31.8% of the Unieuro S.p.A. share capital or 6,363,637
ordinary shares at a price of €11 per share.
From 3 May 2017, the greenshoe option granted by Italian Electronics Holding was partially
exercised by 537,936 shares compared to the 636,363 shares that had been the object of the Over
Allotment. The purchase price of the shares that were the object of the greenshoe option was €11.00
per share, which corresponds to the offer price which was set for the placement, totalling €5,917
thousand. The share settlement relative to the greenshoe option took place on 8 May 2017.
The placement as at the date of the balance sheet therefore refers to a total of 6,901,573 ordinary
shares of Unieuro S.p.A., or 34.51% of the share capital, totalling approximately €75,917 thousand.
Below are the preparation criteria, the main accounting principles and valuation criteria adopted for
the drafting of the financial statements for the year. These principles and criteria were applied
consistently to all the years presented within this document.
The financial statements for the year comprised the statement of financial position, the income
statement, the statement of comprehensive income, the statement of cash flows, the statement of
changes in equity and the related notes thereto for the years ended 28 February 2017 and 29
51
February 2016.
The financial statements were drafted on a going concern basis, since the directors verified that
there were no indicators of a financial, operating or other nature of any critical areas regarding the
company's ability to honour its obligations in the foreseeable future and in particular the next 12
months.
The financial statements were drafted on the basis of the historical cost criteria, except for the
derivative financial instruments which were measured at their fair value.
Please see the Report on Operations for information regarding the nature of the company's
operations and significant events after the balance sheet date.
The group that the company belongs to was structured as follows as at 28 February 2017:
1. International Retail Holdings S.à r.l.,a Luxembourg based holding company controlled by
Rhône Capital II L.P. which owns the majority of Italian Electronics Holdings shares;
2. Italian Electronics Holdings, an Italian Holding Company that owns 100% of the Company's
shares.
The annual financial statements are presented in Euro, which is the Company’s functional currency.
The amounts are expressed in thousands of Euro, except as specifically indicated. The rounding is
done at the individual account level and then totalled. It is hereby specified that any differences
found in any tables are due to rounding of amounts which are expressed in thousands of Euro.
The financial statements as at 28 February 2017 were approved by the Company's Board of
Directors on 10 May 2017 and after they are audited they will be presented for the approval of the
Shareholders' Meeting.
The financial statements for the year were prepared in compliance with the International
Accounting standards (IAS/IFRS) which are issued by the International Accounting Standards
Board (IASB) and their relative interpretations (SIC/IFRIC), adopted by the European Union. The
year during which the company first adopted the International Accounting standards (IAS/IFRS)
was the year ended 28 February 2007.
Furthermore, the annual financial statements were prepared in compliance with the provisions
adopted by Consob for financial statements in application of article 9 of Legislative Decree 38/2005
and other rules and provisions issued by Consob regarding financial statements. In particular it is
hereby noted that with regard to Consob resolution 15519 of 27 July 2006 and Communication no.
DEM6064293 of 28 July 2006 regarding financial statements, specific schedules have been added
to the income, balance sheet and cash flow statements indicating significant relations with related
parties and specific income statement schedules indicating, for each item, the non-recurring
component.
52
2.4 Financial statement schedules
In addition to these notes, the financial statements consist of the following schedules:
A) Statement of financial position: the company’s equity and income is shown by distinctly
presenting current and non-current assets and current and non-current liabilities with a
description in the notes for each asset and liability items of the amounts that are expected to
be settled or recovered within or later than 12 months from the balance sheet date.
B) Income statement: the classification of the costs in the income statement is based on their
nature, showing the interim results relative to the gross operating result, the net operating
result and the result before taxes.
C) Statement of comprehensive income: this statement includes the profit/(loss) for the year
as well as the income and expenses recognized directly in equity for transactions other than
those with shareholders.
D) Statement of cash flows: the statement of cash flows contains the cash flows from
operations, investments and financing. The cash flows from operations are shown using the
indirect method through which the result for the year is adjusted for the effects of non-
monetary transactions, any deferral or allocation of previous or future collections or
payments related to operations and revenue elements connected to cash flows arising from
investment or financing activities.
E) Statement of changes in equity: this statement includes, in addition to the results of the
comprehensive income statement, also the transactions that were carried out directly with
shareholders that acted in their capacity as such and the breakdown of each individual
component. Where applicable, the statement also includes the effects arising from changes
in the accounting standards in terms of each equity item.
2.5 The use of estimates and valuations in the preparation of the financial statements
Preparation of the Financial statement under IFRS requires management to make estimates and
assumptions that affect the carrying amount of assets and liabilities and the disclosures about
contingent assets and liabilities at the reporting date. These estimates and assumptions are based on
information available at the preparation date, management’s experience and other relevant
information. The actual figures may differ from the estimates. Management uses estimates to make
accruals to the allowances for impairment and inventory write-down, to recognise the deferred
income on the sale of warranty extension services, to measure amortization and depreciation and
non-current assets, to test goodwill for impairment, to determine employee benefits on an actuarial
basis and call options, as well as to estimate the fair value of derivatives and calculate the
recoverability of deferred tax assets.
Management regularly revises the estimates and assumptions and the effects of any changes are
presented in the income statement.
The key measurement processes and assumptions used by management to apply the IFRS that could
have significant effects on the amounts presented in the Financial statements or for which there is a
risk that significant differences may arise compared to the assets’ and liabilities’ carrying amounts
53
in the future are summarised below.
Recoverable amount
Non-current assets include property, plant, machinery, equipment and other assets, goodwill,
software and trademarks, equity investments and other non-current assets. The company regularly
monitors the carrying amounts of non-current assets held and used or that will be sold, whenever
events or circumstances warrant such checks. The company tests goodwill for impairment at least
once a year and whenever events or circumstances indicate a possible impairment loss. The
company regularly monitors the recoverability of non-current assets’ carrying amounts by
estimating the cash flows expected from the use or sale of the asset and discounting them to
calculate the asset’s present value. When a non-current asset has undergone impairment, the
company recognises an impairment loss equal to the difference between the asset’s carrying amount
and its recoverable amount through use or sale, calculated using the cash flows included in the most
recent business plans.
The estimates and assumptions used reflect management’s knowledge about business developments
and reasonable forecasts about the market’s and sector’s future development. They are subject to
great uncertainty due to the effects of the recent economic and financial crisis and its fallout on the
sector. Although the company’s current estimates do not indicate any impairment of its non-current
assets, developments in the economy or the company’s performance different to that forecast could
lead to amounts other than the original estimates and, where necessary, to adjustments to the non-
current assets’ carrying amounts.
The company recognises deferred tax assets to the extent they are deemed recoverable. When
necessary, it recognises adjustments to reduce the deferred tax assets’ carrying amount to their
recoverable amount. The company considers the budget results and forecasts for future years in line
with the budgets used for impairment tests, described earlier for the recoverable amount of non-
current assets, to determine the recoverable amounts of deferred tax assets.
Management sets up this allowance to reflect its estimate of expected credit losses based on past
experience of similar receivables, existing and historical past due receivables and collections, as
well as its careful monitoring of credit quality and financial and market projections.
This allowance reflects management’s estimate of losses in value of its inventory, based on past
experience, historical market trends and expected future trends. It also considers specific actions
introduced by the company in order to align the carrying amount of inventory to the lower of its
cost and estimated realisable value.
The company’s services include the extension of its product warranty period compared to the legal
period, which is also provided by its Wholesale partners. This service is sold directly in the DOS for
an additional charge.
54
The warranty extension compared to the legal requirement can be in timing (more years covered)
and/or the risks covered (e.g., product damage) depending on the product category sold.
When the warranty service is sold, the company recognises deferred income equal to the sales
amount of the service and then reclassifies it to revenue over the service term. This reclassification
is calculated considering the estimated number of repair work interventions during the warranty
period. These are estimated using historical information on the nature, frequency and cost of the
work performed in connection with warranty spread out over time to simulate the future occurrence
of these events.
The company has set up a defined benefit plan (post-employment benefits) for its employees.
It applies an actuarial method to calculate the cost and net interest expense of the benefit plans
involving the use of estimates and assumptions to determine its net obligation. The method includes
financial variables, such as, the discount rate and future increases in salaries, as well as the
probability that future events may occur using demographic variables (employee turnover and
mortality). Specifically, the discount rates applied are the rates or yield curves of high quality
corporate bonds in the reference markets. Changes in each factor could affect the amount of the
liability.
Provisions
The company recognises a provision for disputes and legal proceedings whenever it deems it
probable that it will have to disburse funds or when it can reasonably estimate the related expense.
If it is unable to estimate the cash disbursement or if such disbursement becomes probable, the
company does not set up a provision but simply discloses the event in the notes.
During the normal course of business, the company monitors the status of pending disputes and
consults its legal and tax advisors. The amount of the related provisions may vary over time due to
future developments in these pending disputes.
The measurement of the probable market price of options is recognized using the binomial method
(Cox – Ross – Rubinstein). Since the exact time that the transfer of the control of Venice Holdings
will take place is not known, the Company has identified different dates and subsequently, assigned
to each a probability of occurring. The other assumptions on which the calculation is based are
volatility, interest rate risk (equal to the return of sovereign securities of the Euro area (AAA)
expiring close to the date on which the exercise of the option is expected), the amount of the
expected dividends. Finally, in line with the requirements set forth in IFRS 2, for estimation of the
fair value of options, the value was adjusted applying a discount for lack of liquidity. For further
details see note 5.28.
Hedging derivatives
The fair value of derivatives is estimated using the prices on regulated markets or provided by
financial counterparts. In their absence, management estimates fair value using valuation models
that consider subjective variables, such as, for example, estimated cash flows and price volatility.
55
2.6 Key accounting policies
Business combinations are recognized using the acquisition method, which entails the recognition
of the identifiable assets acquired (including previously unrecognized intangible assets) and
liabilities (including contingent liabilities and excluding future restructurings) assumed at their
acquisition-date fair value.
The contingent consideration is also recognized at its acquisition-date fair value. Fair value gains
and losses of the contingent consideration classified as assets or liabilities are recognized in profit
or loss as required by IAS 39. If the contingent consideration is recognized in equity, its initial fair
value is never redetermined.
Goodwill arising from a business combination is initially recognized at cost, being the difference
between the consideration’s fair value and the company’s share of net fair value of the acquiree’s
identifiable assets, liabilities assumed and contingent liabilities. This goodwill is allocated to each
of the company’s cash-generating units (CGU) or groups of CGUs that are expected to benefit from
the synergies of the business combination, irrespective of whether other assets or liabilities of the
company are assigned to these units or groups of CGUs at the acquisition date. Each unit or group
of units to which the goodwill is allocated should:
- represent the lowest level within the entity at which the goodwill is monitored for internal
management purposes; and
When an entity disposes of an operation within a CGU or group of units to which goodwill has been
allocated, the goodwill associated with that operation should be included in the carrying amount of
the operation when determining the gain or loss on disposal. It is measured on the basis of the
relative values of the operation disposed of and the portion of the CGU or group of units retained.
If the acquirer has made a gain from a bargain purchase, that gain is recognized immediately in
profit or loss, while the acquisition-related costs other than those to issue the debt or equity
securities are recognized as expenses in the periods in which they are incurred.
After initial recognition, goodwill is not amortized and is only decreased for impairment, calculated
using the methods set out in the “Impairment losses on non-financial assets” section below.
Transactions under common control are recognized at their carrying amount, i.e., without
recognising a gain, pursuant to the IFRS and the guidance of OPI 1 (Assirevi’s preliminary
considerations about the IFRS) about the accounting treatment of business combinations of entities
under common control in the separate and consolidated financial statements. This provides that, in
the case of a business combination, when the acquiree is controlled by the same entity both before
and after the acquisition, its net assets are recognized at the carrying amount shown in the
acquiree’s accounting records before the acquisition. If the transfer values are higher than these
historical carrying amounts, the difference is eliminated by adjusting the acquirer’s equity
downwards.
56
Several standards and disclosure requirements entail the calculation of the fair value of financial
and non-financial assets and liabilities. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. To increase consistency and comparability in fair value measurements and
related disclosures, the standard has established a three-level hierarchy reflecting the importance of
the inputs used to calculate fair value. The levels are:
- Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date. A quoted price in an active market provides the
most reliable evidence of fair value and in the case of multiple active markets, the most
advantageous market for the asset or liability is identified;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly. If the asset or liability has a specified term, a Level 2 input
must be observable for substantially the full term of the asset or liability. Level 2 inputs include the
following: quoted prices in markets that are not active or interest rates and yield curves observable
at commonly quoted intervals; and
- Level 3: unobservable inputs for the asset or liability. Unobservable inputs are used to measure
fair value to the extent that Levels 1 and 2 inputs are not available. However, the fair value
measurement objective remains the same, i.e., an exit price at the measurement date, reflecting the
assumptions that market participants would use when pricing the asset or liability, including
assumptions about risk.
Plant, machinery, equipment and other assets (property, plant and equipment)
Property, plant and equipment are measured at acquisition cost including any directly attributable
costs less any accumulated depreciation and any accumulated impairment losses.
Borrowing costs incurred to acquire or construct qualifying assets for which a certain period of time
is usually required to ready the asset for its use or sale are capitalised and depreciated over the life
of the category of assets to which they refer. All other financial expense is recognized in profit or
loss in the period to which they relate.
When an item of property, plant and equipment consists of various components with different
useful lives, the components are treated separately (when they are material).
The gain or loss arising on the sale of property, plant, machinery, equipment or other assets is the
difference between the net disposal proceeds and the item’s carrying amount and it is recognized in
profit or loss in the period in which the asset is derecognized.
Subsequent costs
Costs incurred subsequently to acquisition of the asset and the replacement cost of parts of the asset
recognized in this category are added to the asset’s carrying amount and capitalised only if they
increase the asset’s future economic benefits. All other costs are expensed when incurred.
When the replacement cost of some parts of the asset is capitalised, the replaced parts’ carrying
amount is recognized in profit or loss. The cost of extraordinary maintenance that lengthens the
57
asset’s useful life is capitalised and depreciated over the asset’s remaining useful life. Ordinary
maintenance costs are expensed when incurred.
Assets under construction are recognized at cost until they are available for use, when they are
reclassified to the relevant caption and depreciation starts.
Other assets, plant and machinery held under finance leases, where the company has substantially
assumed all the risks and rewards incidental to ownership, are recognized at the lease inception date
as property, plant and equipment at their fair value or, if lower, the present value of the minimum
lease payments. They are depreciated over their estimated useful lives and their carrying amounts
are adjusted for impairment calculated using the methods set out below. The liability to the lessor is
recognized under “Other financial liabilities”.
Depreciation
Depreciation of an asset begins when it is available for use and ceases at the earlier of the date that
the asset is classified as held for sale in accordance with IFRS 5 and the date that the asset is
derecognized. Any changes to the depreciation plan are applied prospectively.
The depreciable amount is the asset’s carrying amount less its estimated net sales value at the end of
its useful life, if material and reasonably determinable.
Depreciation rates are calculated considering each asset’s estimated useful life and the internal
utilization plans that consider the asset’s technological and physical wear and tear and their
estimated realisable value net of scrapping costs. When the asset comprises more than one material
component with different useful lives, depreciation is calculated separately for each component. In
the case of an event that indicates possible impairment of the asset or a significant decrease in their
market value, significant technological changes or obsolescence, the carrying amount, excluding
recognized depreciation, is monitored using an estimate of the present value of future cash flows
and adjusted, if necessary. If the conditions for the impairment loss no longer exist in the future, the
impairment loss is reversed back to the carrying amount the asset would have had (net of
depreciation) had the impairment loss never been recognized.
Depreciation is calculated on a straight-line basis over the asset’s estimated useful life using the
following rates:
Category % used
Plant and machinery 15%
Fixtures and fittings, tools and other equipment 15%
Electronic machinery 20%
Furniture 15%
Office fixtures and fittings and machinery 12%
Automobiles 25%
Mobile phones 20%
Leasehold improvements throughout the duration of the contract
Other assets 15%-20%
58
Intangible assets with a finite useful life
Separately acquired intangible assets are initially recognized at cost while intangible assets acquired
in a business combination are recognized at the acquisition-date fair value. After initial recognition,
intangible assets are carried at cost less any accumulated amortization and any accumulated
impairment losses.
Subsequent expenditures
Subsequent expenditures are capitalised only when they increase the expected future economic
benefits of the asset to which they refer. All other subsequent expenditures are expensed when
incurred.
Amortization
Intangible assets are amortized over their useful lives and are tested for impairment whenever there
is an indication of a possible impairment loss. The amortization period and method are reviewed at
each annual reporting date or more frequently if necessary. Any changes to the amortization plan
are applied prospectively.
The gain or loss arising from the derecognition of an intangible asset is determined as the difference
between the net disposal proceeds, if any, and the carrying amount of the asset. It is recognized in
profit or loss when the asset is derecognized.
Amortization is calculated on a straight-line basis over the asset’s estimated useful life using the
following rates:
Category % used
Software 20%
Based on the duration of
Entry rights the lease starting from the
date that the shop opens
Trademarks 5-10%
Financial assets
The company decides how to classify its financial assets after their initial recognition and reviews
this classification at each reporting period if appropriate and allowed.
This category includes assets held for trading and assets designated as financial assets at fair value
through profit or loss at initial recognition. Assets held for trading include all those assets acquired
for the purpose of selling them in the near term. Derivatives, including embedded derivatives, are
classified as financial assets held for trading unless they have been designated as hedging
instruments in accordance with IAS 39. Gains or losses on financial assets held for trading are
recognized in profit or loss. The fair value of equity instruments traded on regulated markets is
calculated using the Italian Stock Exchange prices at the close of market on the reporting date. The
fair value of investments that do not have an active market is calculated using valuation techniques
59
based on recent arm’s length market transactions between independent parties, reference to the
current fair value of another instrument that is substantially the same, discounted cash flow analysis
and option pricing models.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. After initial recognition, they are measured at amortized cost
using the effective interest method, net of any reduction for impairment. Amortized cost is
calculated considering purchase discounts and premiums and including transaction commissions
and costs that are an integral part of the effective interest rate. A gain or loss is recognized in profit
or loss when the loans and receivables are derecognized or impaired.
The company assesses at each reporting date whether there is any objective evidence that a financial
asset or group of financial assets is impaired.
If there is objective evidence that an impairment loss on loans and receivables carried at amortized
cost has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit losses
that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e.,
the effective interest rate computed at initial recognition or the current effective interest rate in the
case of a loan with a variable interest rate). The carrying amount of the asset is reduced through use
of an allowance account. The amount of the loss is recognized in profit or loss.
The company first assesses whether objective evidence of impairment exists individually for
financial assets that are individually significant, and individually or collectively for financial assets
that are not individually significant. If the company determines that no objective evidence of
impairment exists for an individually assessed financial asset, whether significant or not, it includes
the asset in a group of financial assets with similar credit risk characteristics and collectively
assesses them for impairment. Assets that are individually assessed for impairment and for which an
impairment loss is or continues to be recognized are not included in a collective assessment of
impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognized, the previously
recognized impairment loss is reversed. The reversal shall not result in a carrying amount of the
financial asset that exceeds what the amortized cost would have been had the impairment not been
recognized at the date the impairment is reversed. The amount of the reversal is recognized in profit
or loss.
An allowance for impairment for trade receivables is set up when there is objective evidence (such
as, for example, the probable insolvency or significant financial difficulties of the debtor) that the
company will not be able to recover all the amounts due based on the invoice’s original conditions.
The carrying amount of the trade receivable is decreased by adjusting an allowance account.
Impaired trade receivables are derecognized when they are irrecoverable.
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When the trade receivable is classified as a financial asset given the payment terms, it is measured
at amortized cost by discounting the nominal amount to be received and recognising the discount as
financial income.
Under IAS 39, the transferred asset is derecognized if the transfer includes the total transfer of the
related risks and rewards of ownership of the transferred asset (contractual rights to receive the cash
flows of the financial asset). The difference between the carrying amount of the asset transferred
and the consideration received is recognized as financial expense in the income statement.
The company does not have available-for-sale financial assets or held-to-maturity investments.
Inventories
Inventories are measured at the lower of the cost and net realizable value. The cost of inventories
includes all costs required to bring the inventories to their current location and status. It includes in
particular the purchase price and other costs which are directly attributable to the purchase of goods.
Trade discounts, returns and other similar items are deducted in determining the costs of purchase.
The method used to allocate cost is the weighted average cost method.
Obsolete or slow-moving inventories are written down to reflect their possible use or realisation
directly for the write-down related to the valuation of the inventories at the lower of cost and
estimated realisable value and through an allowance for inventory write-down for the remainder.
Cash and cash equivalents include cash-on-hand and term and short-term deposits, the latter with an
original maturity of less than three months. For statement of cash flows purposes, cash and cash
equivalents comprise the above less bank overdrafts.
Financial liabilities
Financial liabilities are initially recognized at the fair value of the consideration received net of
directly related transaction costs. After initial recognition, financial liabilities are measured at
amortized cost using the effective interest method. Discounting using the effective interest method
is recognized under financial expense in profit or loss.
Employee benefits
Post-employment benefits can be provided in the form of defined contribution plans and/or defined
benefit plans. They are based on the employees’ remuneration and length of service.
Defined contribution plans are post-employment benefit plans where the company and sometimes
its employees pay fixed contributions into a separate entity (a fund) and have no legal or
constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay
all employee benefits relating to employee service in the current and prior periods.
Defined benefit plans are post-employment benefit plans other than defined contribution plans.
They may be unfunded, or they may be wholly or partly funded by contributions by the company,
and sometimes its employees, into an entity, or fund, that is legally separate from the company and
from which the employee benefits are paid.
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The vested benefits are projected into the future to estimate the total obligation when the
employment relationship ends and then discounted to reflect the time value of money.
Adjustments to the employee benefit liabilities are made on the basis of actuarial assumptions
considering demographic and financial assumptions. They are recognized on an accruals basis in
line with the service necessary to obtain the benefit. The rights vested by the employees in the
reporting period and the interest cost on the benefits accrued at the start of the period and any
changes during the period are recognized as “Personnel expenses” in the income statement while
the interest cost arising on the actuarial calculation is recognized as “Gains (losses) on the
revaluation of defined benefit plans” in the statement of comprehensive income.
Following the amendments made to Italian post-employment benefits (TFR) by Law no. 296 of 27
December 2006 and subsequent decrees and regulations (the “Pension reform”) issued in early
2007:
- the benefits vested up to December 31, 2006 are considered to be a defined benefit plan under IAS
19. These guaranteed benefits are paid upon termination of the employment relationship and are
recognized over the vesting period;
- the benefits accrued after January 1, 2007 are considered to be a defined contribution plan;
therefore, the benefits that accrued in the reporting period are fully recognized as costs and the part
that has not yet been paid into a pension fund is recognized as a liability under “Other current
liabilities”.
Provisions
A provision is recognized when the company has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. When the company expects reimbursement of some or all of the expenditure required to
settle a provision, for example, through insurance contracts, it recognises the reimbursement as a
separate asset when, and only when, it is virtually certain that reimbursement will be received. In
this case, the expense relating to the provision is presented net of the amount recognized for a
reimbursement in the income statement. When the effect of the time value of money is significant,
the company discounts the non-current part of the provision.
The company recognises a provision for onerous contracts when the unavoidable costs of meeting
the obligation under the contract exceed the economic benefits expected to be received under it. The
unavoidable costs under a contract reflect the least net cost of terminating the contract, which is the
lower of the cost of performing the obligations under the contract and any damages or penalties
arising from failure to perform the obligations under such contract. Before the provision for an
onerous contract is recognized, the company recognises any impairment loss that has occurred on
assets dedicated to that contract.
When a lease agreement includes a clause requiring the restoration of a building, the company
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recognises a provision for DOS restorations. The carrying amount of its obligation includes the
estimated restoration costs up until when the building is returned to the lessor.
A provision for restructuring is recognized when the company has a detailed formal plan for the
restructuring that has been approved and the restructuring has started or the company has
announced its main features to those affected by it.
Trade payables
Trade payables are recognized at their nominal amount, net of discounts, returns or invoicing
adjustments, which is equal to the fair value of the company’s obligation. When the transaction is a
financial transaction, due to the payment terms agreed, the trade payables, measured at amortized
cost, are discounted and the discount is recognized as financial expense.
Assets held for sale are assets whose carrying amount will be recovered principally through a sale
transaction rather than through continuing use. They are classified in this category when the sale of
a disposal group becomes highly probable and the assets and liabilities are immediately available
for sale in their present conditions. Assets held for sale are measured at the lower of cost and fair
value less costs to sell.
The company tests property, plant and equipment and intangible assets for impairment. When there
is an indication of impairment, it estimates the asset’s recoverable amount.
The standard does not require formal preparation of an estimate of the recoverable amount except
when there is an indication of impairment. The only exceptions are intangible assets not yet
available for use and goodwill acquired in a business combination which are tested for impairment
annually and whenever there is an indication of impairment. Management performs the impairment
test for all those assets that require annual testing at the reporting date.
In assessing whether there is any indication that an asset may be impaired, the company considers
the following indications:
- market interest rates or other market rates of return on investment have increased during the
period, and those increases are likely to affect the discount rate used and decrease the asset’s
recoverable amount;
- significant changes have taken place in the technological or market environment in which the
company operates;
- any extraordinary plans introduced during the reporting period that could impact the assets (e.g., a
restructuring plan); and
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- interim operating losses.
If there is an indication that an asset may be impaired, management reviews the remaining useful
life, the depreciation (amortization) method or the residual value of the asset, which may need to be
adjusted in accordance with the standard applicable to the asset. It only tests the asset individually
for impairment at a later stage.
As described in IAS 36, the recoverable amount of an asset is the higher of its fair value less costs
to sell and its value in use, both for an individual asset or a cash-generating unit.
In order to best understand the guidance of IAS 36, some key definitions are set out below:
Value in use: this is the present value of the future cash flows expected to be derived from an asset
or cashgenerating unit. Specifically, the asset generates cash flows, which are discounted using a
pre-tax rate that reflects the time value of money and specific asset risks. The cash flow projections
are based on company plans, considering detailed budgets and calculations prepared separately for
each asset or cash-generating unit. The budgets do not include the effects of extraordinary activities
(restructurings, sales and acquisitions) and cover a maximum period of five years.
Fair value: the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The company uses
valuation models to determine fair value based on quoted shares, multiple models and other
available indicators.
Cash-generating unit (CGU): the smallest identifiable group of assets that generates cash inflows
that are largely independent of the cash inflows from other assets or groups of assets.
Carrying amount: the amount at which an asset is recognized after deducting any accumulated
depreciation (amortization), accumulated impairment losses and reversals of impairment losses.
It is not always necessary to determine both an asset’s fair value and its value in use. If either of
these amounts exceeds the asset’s carrying amount, it is not necessary to estimate the other amount.
It may not be possible to determine fair value of an asset or a cash-generating unit because there is
no basis for making a reliable estimate of the amount obtainable from the sale of the asset in an
orderly transaction between market operators. In this case, the company may use the asset’s value in
use as its recoverable amount.
Once all the values useful to measure the asset or the cash-generating unit have been identified and
determined, the company compares its carrying amount with its recoverable amount. If the carrying
amount is higher than the recoverable amount, the company reduces the asset’s carrying amount to
its recoverable amount and the reduction is an impairment loss.
The company assesses at the end of each reporting period whether there is any indication that an
impairment loss recognized in previous years for an asset other than goodwill may no longer exist
or may have decreased. If any such indication exists, the company estimates the recoverable amount
of that asset. An impairment loss recognized in prior periods can be reversed if, and only if, there
has been a change in the estimates used to determine the asset’s recoverable amount since the last
impairment loss was recognized.
The increased carrying amount of the asset attributable to a reversal of an impairment loss shall not
exceed the carrying amount that would have been determined (net of amortization or depreciation)
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had no impairment loss been recognized for the asset in prior years. The reversal is recognized in
profit or loss.
The Company holds no derivative financial interests for speculative purposes. However, if the
derivative financial instruments do not satisfy all the terms and conditions required for hedge
accounting required by IAS 39, the changes in fair value of these instruments are recognized in the
income statement as financial expenses and/or income.
Therefore, the derivative financial instruments are recognized using hedge accounting rules when:
the formal designation and documentation of the hedging relation itself exists from the
beginning of the hedge;
it is presumed that the hedge is highly effective;
the effectiveness can be reliably measured and the hedge itself is highly effective during the
periods of designation.
The Company uses the derivative financial instruments to cover their exposure to interest rate and
currency risk.
The derivatives are initially measured at fair value; the transaction costs attributable to them are
recognized in the income statement at the time that they are incurred. After initial recognition, the
derivatives are measured at fair value. The relative changes are recognized as described below.
The changes in the fair value of the derivative hedging instrument designated as a cash flow hedge
are recognized directly in equity to the extent that the hedge is effective. For the non-effective
portion, the changes in fair value are recognized in the income statement.
Recognition of the hedge, as indicated above, ceases prospectively if the instrument designated as
the hedge:
The accumulated profit or loss is kept in equity until the expected operation takes place. When the
hedged element is a non-financial asset, the amount recognized in equity is transferred to the book
value of the asset at the time that it is recognized. In other cases, the amount recognized in equity is
transferred to the income statement in the same year in which the hedged element has an effect on
the income statement.
Key management personnel and some managers may receive part of their remuneration in the form
of share based payments. Under IFRS 2, they qualify as equity-settled share-based payment
transactions. The right to payment accrues over the vesting period during which the managers
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perform their duties as employees. Therefore, during the vesting period, the fair value of the share-
based payment at the grant date is recognized as a cost in profit or loss with a balancing entry in the
relevant equity reserve. Changes in the fair value after the grant date do not affect the initial
carrying amount. Specifically, the cost, equal to the fair value of the options at the grant date, is
recognized under personnel expenses on a straight-line basis over the vesting period with a
balancing entry in equity.
The company derecognises a financial asset (or, where applicable, part of a similar financial asset)
when:
• the contractual rights to the cash flows from the financial asset expire; and
• the company retains the contractual rights to receive the cash flows of the financial asset, but
assumes a contractual obligation to pay the cash flows to one or more recipients promptly.
The company removes a financial liability from its statement of financial position when the
obligation specified in the contract is discharged or cancelled or expires.
Revenue
Revenue is recognized when it is probable that future economic benefits will flow to the company
and these benefits can be measured reliably. Revenue is measured at the fair value of the
consideration received or receivable, taking into account trade discounts, volume rebates, premiums
and other sales duties. The following specific revenue identification criteria must be met in order to
recognise revenue:
Sale of goods
Revenue from the sale of goods is recognized when the company has transferred to the buyer all the
significant risks and rewards of ownership of the goods, which usually coincides with acquisition of
the product by the customer at the directly operated stores (or “DOS”), delivery of the product to
the customer’s home in the case of a home delivery or with transfer of ownership in the case of
wholesale and B2B customers. As provided for in the appendix to IAS 18, bill and hold sales, in
which delivery is delayed at the buyer’s request, are also recognized as revenue when the buyer
takes title and accepts billing. Revenue is recognized when the item is on hand, identified and ready
for delivery to the buyer and the buyer has requested delivery be delayed. Similarly, revenue from
the sale of goods is recognized when the customer acquires the good even if the good has to be
installed. The appendix to IAS 18 provides that revenue is recognized immediately when the buyer
accepts delivery when the installation procedure is simple in nature (e.g., installation of a device
which only requires unpacking and connection of power and antennae). The company has a
customer loyalty programme based on points, Unieuro Club. Customers can accumulate loyalty
points when they purchase goods in Unieuro DOS. When they reach a specified minimum number
of points, these can be used as a discount on the purchase of another product. The program’s term is
one fiscal year. The company adjusts revenue estimated on the basis of the accumulated and unused
points, the amount of the discount and historical data about the percentage of use of loyalty points
by customers.
Rendering of services
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Revenue and costs from the rendering of services are recognized by reference to the stage of
completion of the transaction at the end of the reporting period. The stage of completion is
determined based on surveys of work performed. When more than one service is provided under
one contract, the revenue is allocated among the individual services based on their fair value.
With respect to the sale of warranty extension services, which run from the expiration of the
mandatory product warranty period, the company recognises the revenue over the service period
based on the estimated number of repair work interventions during the warranty period. These are
estimated using historical information on the nature, frequency and cost of the work provided under
warranty spread out over time to simulate the future occurrence of these events.
Commissions
Fees on the sale of certain goods and services, such as for example, customer loans, are calculated
as a percentage of the service provided or as a fixed fee and equal the commission received by the
Company.
Revenue from operating leases is recognized on a systematic basis over the lease term and is
classified under “Other income”, given its operating nature.
Costs
Costs and other operating expenses are recognized in profit or loss when incurred on an accruals
basis and are matched to revenue, when they no longer generate economic benefits or do not qualify
for recognition as an asset.
The cost to acquire goods is recognized when the company assumes all the risks and rewards of
ownership of the good, measured at fair value of the consideration due net of any returns, rebates,
trade discounts and premiums.
Costs for services are recognized considering the stage of completion of the transaction at the
reporting date.
It is hereby specified that the costs relative to the listing of the shares of the Company on Mercato
Telematico Azionario of Borsa Italiana S.p.A. are recognized in the income statement when they
are incurred pursuant to the accruals principle. This accounting treatment arises from the structure
of the offer solely for the placement of the shares sold by Italian Electronics Holdings, which did
not generate income for the Company.
Costs arising on operating leases are recognized on a systematic basis over the lease term.
Additional costs related to the revenue earned by a specific DOS are recognized on an accruals
basis over the contractual period.
Interest income and expense are recognized in profit or loss on an accruals basis using the effective
interest method. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument or, when appropriate, a
shorter period to the net carrying amount of the financial asset or financial liability.
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Income taxes
Current taxes
Income taxes are determined using a realistic estimate of the tax expense to be paid on an accruals
basis and considering the ruling tax legislation. The tax rates and tax laws applied to calculate the
income taxes are those enacted or substantially enacted by the end of the reporting period. Current
taxes on off-income statement items are recognized directly in the statement of comprehensive
income, and hence, in equity, consistently with the item to which they refer.
It is hereby specified that beginning from 28 February 2015, Unieuro and Ex Unieuro had exercised
an option for the Domestic Tax Consolidation regime in their capacity as "Consolidated
Companies" (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together with the
"Consolidating Company” which is Italian Electronics. The option makes it possible to determine
IRES (corporate income tax) due on a tax base which corresponds to the algebraic sum of the
taxable revenue and tax losses of the individual companies that are included in the Consolidation.
The economic relations, responsibilities and reciprocal obligations between the "Consolidating
Company" and the "Consolidated Company" have been set out in detail in a specific contract that
establishes the operating procedures for management of the tax positions between the various
companies that belong to the Domestic Tax Consolidation. Any surplus that is a credit, insofar as
IRES and IRAP, is recorded under assets in the balance sheet and income statement under the item
" Current tax assets" and any shortfall is recognized under liabilities in the balance sheet and
income statement under the item " Current tax liabilities".
Deferred taxes
Deferred taxes are calculated using the liability method applied to temporary differences arising at
the reporting date between the tax base of assets and liabilities and their carrying amounts. A
deferred tax liability is recognized for all taxable temporary differences, except to the extent that the
deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an
asset or liability in a transaction which is not a business combination and, at the time of the
transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognized for all deductible temporary differences and unused tax losses to
the extent that it is probable that taxable profit will be available against which the deductible
temporary difference and the unused tax loss can be utilized. The company remeasures deferred tax
assets at the end of every reporting period and decreases them to reflect the amount that will no
longer be recovered through sufficient taxable profits available in the future. Unrecognized deferred
tax assets are reviewed regularly at the end of the reporting period and recognized when it is
probable that taxable profits will be available against which the deductible temporary differences
can be utilized.
Deferred taxes are measured at the tax rates that are expected to apply to the period when the asset
is realised or the liability is settled, based on tax rates that have been enacted or substantially
enacted by the end of the reporting period. The estimate is based on the provisions of Law no. 208
of December 28, 2015 (the 2016 Stability Law), which decreased the IRES tax rate from 27.5% to
24% for companies starting from February 28, 2017.
Deferred tax assets and liabilities are offset if they relate to income taxes levied by the same
taxation authority and the company has a legally enforceable right to set off current tax assets
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against current tax liabilities.
The Financial statements are presented in Euro, which is the company’s functional and presentation
currency.
Foreign currency transactions are initially converted using the exchange rate (applicable to the
functional currency) ruling on the transaction date. Foreign currency monetary assets and liabilities
are reconverted into the functional currency at the closing rate. All exchange differences are
recognized in profit or loss. Non-monetary items in foreign currency carried at historical cost are
converted using the transaction-date exchange rates.
Non-monetary items recognized at fair value in foreign currency are converted using the exchange
rate ruling on the date fair value was measured.
Basic earnings per share are calculated by dividing the company’s profit by the number of Unieuro
shares at the date of approval of the Financial statements.
Diluted earnings per share are calculated by dividing the company’s profit by the number of
Unieuro shares at the date of approval of the Financial statements. To this end, the shares are
adjusted for the effects of all dilutive potential ordinary shares.
Segment Reporting
Segment reporting has been prepared to comply with IFRS 8 - Operating segments, which requires
the presentation of information in line with the methods adopted by the chief operating decision
maker. Therefore, identification of the operating segments and the information presented is based
on internal reports used by management to allocate resources to the segment and assess its
performance.
New standards, amendments and interpretations endorsed by the European Union and
applicable to annual periods starting on or after March 1, 2015
Though they entered into effect from the year that began on 1 March 2016, the following new
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documents have not had a significant effect on the financial statements in terms of disclosures or
changes to the accounting standards, as they mainly refer to issues that do not apply to the
Company:
The equity method in the separate financial statements (amendments to IAS 27)
Investment entities: application of the consolidation exception (amendments to IFRS 10, IFRS 12 and IAS 28)
Accounting for the acquisition of interests in jointly controlled assets (amendments to IFRS 11)
New standards, amendments and interpretations IFRS and IFRIC endorsed by the European
Union which are not yet mandatorily applicable and had not been adopted early by the
Company as at 28 February 2017
Below are the new accounting standards or amendments to standards applicable for the years
beginning after 1 January 2016, for which early application is allowed. The Company has decided
not to adopt them early for preparation of these financial statements:
- IFRS 15 – “Revenue from Contracts with Customers”: On 28 May 2014, the IASB issued
IFRS 15 “Revenue from Contracts with Customers” (hereinafter IFRS 15), which sets when
and how to recognize revenue from contracts with customers (including contracts regarding
work on order). In particular, IFRS 15 requires that recognition of revenues be based on the
following 5 steps: (i) identify the contract with the customer; (ii) identify the performance
obligations in the contract (the goods or services that have been promised to the customer);
(iii) determine the transaction price; (iv) allocate the transaction price to the performance
obligations in the contracts based on the standalone selling price of each good or service;
and (v) recognise revenue when (or as) the entity satisfies a performance obligation
Moreover, IFRS 15 integrates financial statement information to provide with regard to the
nature, amount, timing and uncertainty of revenues and the relative cash flows. The
provisions of IFRS 15 are effective from the years beginning on or after 1 January 2018.
- IFRS 9 - “Financial Instruments”: On 24 July 2014, the IASB finished the revision of the
accounting standard on financial instruments with the issuing of the complete version of
IFRS 9 “Financial Instruments” ( IFRS 9). In particular the new provisions of IFRS 9: (i)
modify the classification and valuation model for financial assets; (ii) introduce a new
method for writing down financial assets that takes into account expected losses (the
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expected credit losses); and (iii) amend the provisions regarding hedge accounting. The
provisions of IFRS 9 are effective from the years beginning on or after 1 January 2018.
The new standards, amendments and IFRS interpretations which have not yet been endorsed
by the European Union
- On 13 January 2016, the IASB issued IFRS 16 "Leases", (hereinafter IFRS 16) which
replaces IAS 17 and the relative amendments. In particular, IFRS 16 defines a lease as a
contract that attributes to the customer (the lessee) the right to use an asset for a specific
period of time in exchange for consideration. The new accounting standard eliminates the
classification of leases as operating or financial for financial statement preparation purposes
by companies that are lessees; for all leases with a duration exceeding 12 months,
recognition of an asset which represents the right of use and a liability which represents the
obligation to make the payment set forth in the contract is required. Conversely, for the
preparation of the lessor's financial statements, the distinction between operating and
financial leases is maintained. IFRS 16 reinforces financial statement disclosure for lessees
and lessors. The provisions of IFRS 16 are effective from the years beginning on or after 1
January 2019.
- On 19 January 2016, the IASB issued amendments to IAS 12 “Recognition of Deferred Tax
Assets for Unrealised Losses”, which: (i) confirm the existence of a deductible temporary
difference in the presence of a book value measured at fair value that is lower than the tax
base (e.g. a fixed rate security the fair value of which is lower than the value recognized for
tax purposes); (ii) provide for the possibility that future taxable income considers, in the
presence of adequate evidence that supports this probability, the fact that certain company
assets can be recovered at a value that is higher than the book value. This circumstance can
occur in the case of a fixed rate debt instrument, the fair value measurement of which, on the
financial statement reference date, is lower than the repayment value, which the company
intends to hold until the maturity date and for which it expects to collect the contractually
provided cash flows; (iii) specify that the future taxable income to consider for the
recognition of a deferred tax asset should not include tax deductions that emerge on the date
that these same deductible temporary differences are cancelled; (iv) require that when the
company assesses the possibility of earning income sufficient during the year to cancel the
deductible temporary differences to consider eventual limitations to the types of taxable
income against which to make the tax deductions pursuant to the tax laws. The amendments
to IAS 12 are effective from the years beginning on or after 1 January 2017.
- On 29 January 2016, the IASB issued amendments to IAS 7 "Disclosure Initiative", which
increases the disclosure obligations applicable in the presence of changes, whether monetary
or not, to financial liabilities. The amendments to IAS 7 are effective from the years
beginning on or after 1 January 2017.
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- IFRIC Interpretation 22: Foreign Currency Transactions and Advance Consideration -
issued in December 2016, IFRIC 22 provides clarifications regarding the accounting for
transactions in a foreign currency.
- Transfers of Investment Property (Amendments to IAS 40) – In December 2016, the IASB
published amendments to paragraph 57 of IAS 40. The amendments are applicable from 1
January 2018, but early application is allowed.
Based on the facts and cases the new documents apply to and with account taken of the current
accounting standards adopted by the Company, we believe that there will be significant effects from
the first time application of these documents insofar as IFRS 16, which will enter into effect from
the years beginning on or after 1 January 2019. In fact, this new standard provides that a lessee,
except for specific exemptions (e.g. short-term leases or leasing of goods with a minimal value)
must recognize in the financial statements for all the leases including those currently classified as
operating leases, a financial liability for the obligation to pay the future instalments and as an
offsetting entry the right of use must be recognized under non-current assets. The estimate of the
quantitative effects arising from application by the company of IFRS 16 is currently being
calculated.
Furthermore, it is hereby noted that the analyses for identification of any effects arising from first
application of IFRS 9 with regard to the measurement, classification and valuation of financial
instruments and IFRS 15 with regard to the time and measurement of revenues for the sale of assets
and the provision of services to customers are also currently underway. Based on some preliminary
calculations, it is reasonable to assume that the effects for the Company arising from first time
application of these new standards will not be significant.
With respect to business risks, the main risks identified, monitored and, as specified below, actively
managed by the Company are as follows:
- credit risk (both in relation to normal trading transactions with customers and financings);
- liquidity risk (with respect to the availability of financial resources and access to the credit
market and financial instruments in general);
The objective is to maintain over time balanced management of the financial exposure so as to
ensure a liability structure that is coherent in terms of the composition of the asset structure and
able to ensure the necessary operating flexibility through the usage of liquidity generated from
current operations and usage of bank lending.
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The main financing instruments used are:
Furthermore, hedges have been established to cover the risk of interest rate fluctuation, that have
influenced the cost of financial indebtedness in the medium - long-term and consequently also the
economic results. The financial instruments used for hedging matured on 28 February 2017.
We note that following the referendum on whether the United Kingdom would remain in the
European Union, known also as "Brexit" of 23 June 2016, the decision was for the United Kingdom
to leave the European Union. Based on the currently available information, we believe that there
will be no significant effects on the Company from the exit of the United Kingdom from the
European union, which is expected to take place in March 2019.
The following section provides qualitative and quantitative information regarding the incidence of
these risks.
Credit risk is the possibility that an unexpected change in the credit rating of a counterparty will
expose the Company to the risk of default, subjecting it to potential lawsuits. By way of
introduction we note that the credit risk which the Company is subject to is minimal since its sales
are mainly to the end consumers who pay the consideration upon purchasing the product. Sales to
affiliates (Wholesale channel) and wholesale customers (B2B channel) which represent a total of
19.9% of the company's revenues as at 28 February 2017, require the company to use strategies and
instruments to reduce this risk. The Company has in place processes for credit monitoring that
provide for obtaining bank guarantees to cover a significant amount of the turnover in existence
with customers, analyse the reliability of customers, the attribution of a credit line, control of
exposures through reporting with separate payment deadlines and average collection times. There
are no significant concentrations of risk. The other receivables are mainly receivables from the tax
authorities and public administrations, lease instalments paid early and advances paid for services
which therefore carry a limited credit risk.
The financial assets are recognized net of write-downs calculated based on counterparty default
risk. This is determined according to procedures that can involve both write-downs of individual
positions, if they are individually significant, and for which there is an objective condition of total
or partial non collectability, or on collective write-downs based on historical and statistical data.
Furthermore, the book value of the financial assets represents the Company’s maximum exposure to
credit risk.
Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual obligations
consist of discharging financial liabilities within the deadlines that have been set. Liquidity risk
management is the management of incoming funds, guaranteeing a balance between cash inflows
and outflows and thereby minimizing the cost of financial management. This translates into
procuring financial resources sufficient to maintain the company's financial structure streamlined,
reducing that cost to the minimum level (in terms of financial expenses). Liquidity risk is limited
73
through:
- cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;
- usage of committed credit lines: these are credit lines that pools of banks commit to having
available for the Company until maturity;
- usage of medium/long-term loans able to maintain the Company's ordinary and other
operations; the usage of this type of resource requires constant monitoring of expirations of
financial debts as well as contingent market terms and conditions.
The liquidity risk consists of the possible difficulty of obtaining financial resources at an acceptable
cost in order to conduct normal operating activities. The factors that influence liquidity risk refer
both to resources that are generated or absorbed by current operations as well as to those that are
generated or absorbed by investments and financing, the latter referring to repayment schedules or
accessing short and long-term financial loans and the availability of funds in the financial market.
The financial structure in its entirety is constantly monitored by the Company to ensure coverage of
its liquidity needs. Below is the Company's financial structure by deadline for the years and at 28
February 2017 and 29 February 2016:
The Company uses external financial resources in the form of debt and available liquidity from
bank deposits. Changes in the market interest rate levels influence the cost and return of various
74
forms of financing and usage, thereby affecting the level of the Company's financial income and
expenses.
To address these risks, the Company has stipulated with a pool of banks derivative contracts
consisting of interest rate swaps (IRS) in order to mitigate the potential effect of changes in the
interest rates on the economic result, with economically acceptable terms and conditions.
The interest rate swaps in existence as at 29 February 2016 had expired by 28 February 2017 and
were stipulated following the conclusion of a loan contract with a pool of banks, led by Banca IMI
S.p.A.. On 2 December 2013, when the Euro term and revolving facility agreement was stipulated
(the "Loan contract"), the interest rate swaps connected to the loan previously existing were repaid
upon stipulation of the Loan Contract.
(amounts in euro
Nominal amount as at Fair value as at
thousand)
Agreement Maturity 28 February 29 February 28 February 29 February
Derivative contracts
date date 2017 2016 2017 2016
Interest Rate Swaps
25-feb-14 28/02/2017 - 11,337 - (103)
(IRS)
On the approval date of the financial statements there were no new hedging transactions or
renegotiation of already existing hedges.
The interest rate swaps which satisfy the requirements of IAS 39, are recognized using the hedge
accounting method. The amount recognized in equity under the cash flow hedge reserve is equal to
zero as at 28 February 2017 and Euro 74 thousand (negative) as at 29 February 2016.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that indicates the
effects on the income statement and on equity arising from a hypothetical increase or decrease of 50
bp in market rates compared to the forward rates assumed at 28 February 2017 and 29 February
2016.
To address the risk of changes in interest rates, the Company has stipulated with a pool of banks
derivative contracts consisting of interest rate swaps in order to mitigate, under economically
acceptable terms and conditions, the potential effect of changes in the interest rates on the economic
result. A change in the interest rates, from a hypothetical increase or decrease of 50 bp in market
rates, would have resulted in an effect on financial expenses for 2016 and 2017 as follows below.
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower profit and a decrease in equity.
We note that the sensitivity analysis arising from a hypothetical increase or decrease of 50 bp in
market rates, takes into account the hedges established by the Company.
75
We note that for the purposes of this analysis, no hypothesis has been made relative to the effect of
the amortized cost.
The impact on the fair value of IRS derivatives arising from a hypothetical change in interest rates
is summarized in the table below.
The company is exposed to currency risk, which is the risk connected to fluctuations in the
exchange rate of two currencies, mainly due to importation of merchandise. This risk is considered
irrelevant for the Company since the volume of the transactions in a foreign currency is not
significant; in any case the Company covers the estimated exposure to currency rate fluctuations
related to the main transactions anticipated in the short term concerning merchandise imports which
require payment to suppliers in United States dollars, using forward contracts for United States
dollars. The fair value of the forward instruments in existence as at 28 February 2017 is positive at
Euro 46 thousand. The effects of these derivative financial instruments used for hedging purposes
were recognized in the income statement, as they do not comply with all the requirements set forth
in IAS 39 for hedge accounting.
Sensitivity Analysis
Exposure to credit risk was measured by means of a sensitivity analysis that indicates the effects on
the income statement and shareholders' equity from a hypothetical appreciation (depreciation) of the
Euro on the United States dollar.
This analysis assumes that all other variables, interest rates in particular, are unchanged and does
not consider the effects of sales and purchases.
A change in the currency rates, from a hypothetical change in market rates which respectively
discounts appreciation and depreciation of 50 BPS, would have resulted in an effect on financial
expenses as shown below.
(amounts in euro thousand) Profits/(losses) for the year ended 28 February 2017
appreciation depreciation
The fair value of financial instruments quoted in an active market is based on market prices at the
reporting date. The fair value of financial instruments that are not quoted in an active market is
76
determined using valuation techniques based on methods and assumptions tied to market conditions
at the reporting date.
The classification of the fair value of financial instruments based on the following hierarchical
levels is set out below:
- Level 1: fair value determined using quoted prices (unadjusted) in active markets for identical
financial instruments;
- Level 2: fair value determined using valuation techniques and inputs observable on active markets;
- Level 3: fair value determined using valuation techniques and unobservable market inputs.
Financial instruments presented at fair value are classified at Level 2 and the general criterion used
to calculate it is the present value of the estimated future cash flows of the instrument being valued.
Liabilities for bank debt are measured at amortized cost. Trade receivables and payables are
recognized at their carrying amount, net of the allowance for impairment, as this is deemed to
approximate their present value.
The following table shows a breakdown of financial assets and liabilities by category at 28 February
2017 and 29 February 2016:
77
Cash and cash equivalents 35,441 - - 35,441
Trade receivables 35,354 - - 35,354
Other assets 15,935 - - 15,935
Financial liabilities not designated at fair value
Financial liabilities - - 34,984 34,984
Trade payables - - 333,372 333,372
Shareholder funding - - 20,442 20,442
Other liabilities - - 113,205 113,205
Other financial liabilities - - 5,847 5,847
Financial liabilities designated at fair value
Other financial liabilities - 103 - 103
Management has identified just one operating segment, which is the entire company and covers all
the services and products provided to customers. Management’s view of the company as an
omnichannel business means that the company has identified a single strategic business unit
(SGBU). Management has also identified three cashgenerating units (CGUs) inside the SBU to
which goodwill has been allocated. This approach is supported by the control model of the
management’s operations that considers the entire business, regardless of the product lines or
geographical location, which are not considered significant by management when taking decisions.
The operating segment’s results are measured by analysing trends of revenue and gross operating
profit or loss.
The effect of the gross operating profit on revenue has decreased from 2.7% in the year ended 29
February 2016 to 2.3% in the year ended 28 February 2017. The drop is mainly due to the costs
incurred by the Company for the listing of the company's shares on Mercato Telematico Azionario
– STAR Segment of Borsa Italiana S.p.A..
The table below contains a breakdown of revenue by product category and service offered:
78
Grey 798,791 732,781
White 421,929 404,698
Brown 301,370 292,992
Other 79,855 72,055
Services 58,550 54,684
Total 1,660,495 1,557,210
The table below contains a breakdown of the revenues per geographical area:
Revenue is allocated on the basis of whether the invoices are issued to Italian or foreign customers.
The company does not have non-current assets in countries where it does not have offices.
Below is the balance of the item "Plant, machinery, equipment and other assets" by category as at
28 February 2017 and 29 February 2016:
Below is the balance of the item "Plant, machinery, equipment and other assets" by category as at
28 February 2015 and 28 February 2017:
(Amounts in euro thousand) Tangible
assets under
Plant and Other construction
Equipment Total
machinery assets and
payments on
account
Balance as at 28 February 2015 7,996 2,231 7,657 705 18,589
79
Increases 13,091 447 10,805 2,462 26,805
Contribution from merger 7,220 1,897 12,660 1,987 23,764
Decreases (181) (344) (105) (2,337) (2,967)
(Depreciation and impairment losses)/Reversals of -
impairment losses (6,344) (950) (7,911) (15,205)
Decrease Acc. depreciation 109 324 104 - 537
Balance as at 29 February 2016 21,891 3,605 23,210 2,817 51,523
Increases 9,588 718 11,078 4,451 25,835
Decreases (13) (181) (81) (2,356) (2,631)
(Depreciation and impairment losses)/Reversals of
-
impairment losses (5,702) (843) (7,605) (14,150)
Decrease Acc. depreciation 13 164 68 - 245
Balance as at 28 February 2017 25,777 3,463 26,670 4,912 60,822
In the year ended 28 February 2017, the Company made investments net of decreases in the
category "Assets under construction" of €23,479 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected points of
sale costing €9,271 thousand through the restyling of the layouts and reduction of the sales surface
area; (ii) investments for the opening of new points of sale in new consumer areas considered to be
strategic or in areas which were not sufficiently covered by the current portfolio of shops costing
€3,300 thousand; (iii) investments in relocating points of sale existing in consumer areas considered
to be more strategic costing €3,198 thousand (iv) energy efficiency projects and other minor
maintenance interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing €1,858 thousand and (v) investments in servers and printers and other tangible
infrastructures costing €5,852 thousand.
The new financial leases are equal to €3,440 thousand and of these €1,261 thousand referred to
electronic machines and €2,179 thousand to furniture and furnishings.
The item "Amortization and write-downs (write backs)" of €14,150 thousand includes €13,312
thousand in depreciation and €838 thousand of write-downs and write backs. The write-downs are
mainly referred to shops for which onerous leases were identified while the write backs refer to
points of sale with a significant improvement in their economic results, so that the lease was no
longer considered onerous for which previously written down assets were written back. The item
also includes write-downs of assets existing at the Oderzo (TV) point of sale following a fire that
took place on 25 February 2017.
For the year ended 29 February 2016, the increases totalled €26,805 thousand.
The increases for the "plant and machinery" category were €13,091 thousand mainly related to
electrical installations totalling €5,966 thousand, air conditioning installations totalling €3,271
thousand in relation to the energy efficiency project which had already started in the year ended 28
February 2015, anti-theft installations totalling €2,786 thousand and fire prevention installations
totalling €299 thousand for the point of sales that were opened, relocated or restructured during the
year.
During the year the investments for the “Equipment” category totalled €447 thousand, mainly for
new signs.
80
The increases of the “Other assets” category totalled €10,805 thousand, of which €5,889 thousand
were for furniture, €2,257 thousand for electronic office machinery and €1,060 thousand for
improvements to leaseholds.
The increase in the “Tangible assets under construction” were €2,462 thousand, mainly used for
restructuring of one point of sale (€2,054 thousand) , anti-theft and electric installations for
restructuring under way at other points of sale totalling €119 thousand and new servers which have
not yet been installed which cost €26 thousand.
The item " Amortization and write-downs/ (write backs)" of €15,205 thousand includes €13,345
thousand in depreciation and €2,110 thousand of write-downs and write backs of €250 thousand.
The write-downs are mainly referred to shops for which onerous leases were identified while the
write backs refer to points of sale with a significant improvement in their economic results, so that
the lease was no longer considered onerous for which previously written down to assets were
written back.
The item “Plant, machinery, equipment and other assets” includes assets held under financial leases
consisting mainly of furnishings, energy saving lighting installations, air conditioning installations,
servers, computers and printers. These assets are guaranteed by the lessor until the residual amount
due is fully paid. For further details on the amount of the debts to the leasing company, see note
5.14 “Other financial liabilities.”
5.2 Goodwill
Below is a breakdown of the item "Goodwill" as at 28 February 2017 and as at 29 February 2016:
The change in the "Goodwill" item for the period from 28 February 2015 to 28 February 2017 is
broken down below:
Acquisitions 194
Write-downs -
Acquisitions -
81
Write-downs -
The value of goodwill did not change during the year ended 28 February 2017.
The value of goodwill as at 28 February 2015, equal to €118,603 thousand, referred to the
acquisitions of business units and mergers that took place in previous years arising mainly (i) for
€94,993 thousand from the merger by incorporation of Marco Polo S.r.l. into Marco Polo Holding
S.r.l. and the simultaneous reserve merger of Marco Polo Holding S.r.l. into the Company, which
took place in 2006, (ii) for €9,925 thousand from the mergers by incorporation of Rialto 1 S.r.l. and
Rialto 2 S.r.l., which took place in 2010; (iii) for €8,603 thousand from the merger of Marco Polo
Retail S.r.l. into the Company which took place in 2009, and (iv) for €5,082 from other minor
business unit mergers and acquisitions.
The changes in the year ended 29 February 2016 refer to: (i) the contribution from the merger by
incorporation of the former Unieuro which took place on 26 February 2016 as already illustrated in
Note 2 which should be referred to. The contribution of €32,599 thousand is mainly composed of
the allocation of the deficit generated by the incorporation transactions involving the former
Unieuro S.p.A., Unieuro Campania S.r.l. and Trony Pordenone S.r.l., into Brunello S.p.A. (later
renamed Unieuro S.r.l.) made by the former Unieuro in the business year ending 30 April 2004, and
(ii) of €194 thousand, on the adjustment of the price calculated in relation to the acquisition of the
business unit Dixons Travel, which was concluded on 11 February 2015 and paid for on 10
September 2015. The business unit is composed of 8 retail stores, including 5 at Rome Fiumicino
Airport, 2 at Milan Malpensa and 1 at Milan Linate, which sell electronic products and accessories.
Based on the provisions of international accounting standard IAS 36, the Company should carry out
a check, at least once a year, to ensure the recoverability of the value of the goodwill through an
impairment test, comparing the carrying amount of the Cash Generating Units (“CGU”) to which
the goodwill is allocated with the recoverable value. The value in use has consistently been adopted
as the recoverable value in relation to market volatility and the difficulty of collecting information
related to determining fair value.
The goodwill impairment test prepared by the Company for each CGU was approved by the
Company's Board of Directors on 10 May 2017.
IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash flows. The
financial flows resulting from the CGUs identified should be independent of one another, because a
single Unit must be able to be autonomous in the realisation of incoming cash flows, but all the
assets within the Unit should be interdependent. Pursuant to IAS 36 the correlation that exists
between the goodwill acquired during the business combination and the CGUs takes shape. In
effect, at the time of the acquisition of the goodwill, it must be allocated to the CGU or the CGUs
which are expected to benefit the most from the synergies of the combination. In this sense, the
decisions linked to the definition of these synergies strongly depend on the Company's strategic
organisation models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points which do not enjoy decision-making autonomy.
82
The operating sector identified by the Company into which all the services and products supplied to
the customer converge coincides with the entire Company. The Company's corporate vision as a
single omnichannel business ensures that the Company has identified a single Strategic Business
Unit (SBU). Within the SBU the Company has identified three CGUs to which the goodwill was
allocated. This approach is supported by the operating control model by the corporate management
which considers the entire activity uniformly, disregarding the product lines or geographic locations
whose division is not considered significant for the purpose of taking corporate decisions.
The Company identified three CGUs to which the goodwill was allocated:
- Retail;
- Wholesale;
- B2B
The three units benefit from shared resources, like administration, back office and logistics, but
each of them features a different expected growth, with different risks and opportunities and with
specific features which cannot be provided in the other CGUs.
The Retail CGU relates to all financial flows coming from the Retail, Online and Travel distribution
channels. The Online and Travel channels are included in the Retail CGU because the website uses
the sales points for the delivery of goods and also often for the supply of products to customers,
while the Travel channel includes sales points located at the main public transport hubs.
The Wholesale CGU relates to the distribution channel at affiliated sales points (shops that are not
owned, but which use the “Unieuro” or “Unieuro City” brand).
The B2B CGU relates to the wholesale supply of products under the scope of the business-to-
business channel.
The allocation of goodwill to the three CGUs took place in line with the specific activity of the
individual CGU in order to include the best exploitation of internal and external synergies in the
business model used. The allocation took place based on the relative fair values as at 28 February
2014. As described previously, the Company opted for identifying the value in use to determine the
recoverable fair value. The value in use is calculated through an estimate of the current value of the
future financial flows that the CGUs could generate.
The source of the data on which the assumptions are made for determining the financial flows are
the final balances and the business plans.
The Business Plan used for the impairment test referring to the financial year ending 28 February
2017, was prepared with regard to the period 1 December 2016 – 28 February 2022 and was
approved by the Board of Directors on 12 December 2016. The Business Plan underlying the
impairment test was prepared taking into account recent business performance. Specifically, the
budget for the year ending 28 February 2018 was defined and, as a result, the financial data until 28
February 2022 was updated.
The reference market growth estimates included in the business plan used for the impairment test at
28 February 2017 are based, among other things, on external sources and on the analyses conducted
83
by the Company with the support of a leading consulting firm. In this regard note that based on the
market sources used by the Company, the Italian market of traditional consumer electronics
channels (i.e. excluding internet channels) was estimated as slightly down in the period 1 January
2016 – 31 December 2021, while the Online channel is expected to grow.
In spite of the claims in the market sources the performance of traditional consumer electronics
channels is estimated as slightly negative, with growth only forecast for the Online channel. The
business plans use a positive growth rate for the impairment tests, higher and challenging compared
with the reference market growth forecast. The Company actually registered record positive
performances and its growth is not, in the opinion of the Company Directors, directly related to
market trends. The Company therefore anticipates continuing to maintain positive performances in
the future irrespective of the performance of the reference market. Specifically, the Company
projects growth, in line with its strategy, thanks to its ability to increase its customer base, promote
and foster complementary services and increase its market penetration compared with competitors.
Also note that, in previous financial years the Company largely reached the targets which were
approved during the preparation of the plans underlying the impairment test.
Taking the above into account, the main assumptions underlying the anticipated cash flow
projections involve the:
(i) CGU Retail: sales are taken as growing over the reference time frame;
(ii) CGU Wholesale: growing sales as a result of the development of the assets of existing
affiliates and the acquisition of new affiliates;
(iii) CGU B2B: sales constant during the reference time frame.
The evaluation assumptions used for determining the recoverable value are based on the above-
mentioned business plans and on several main hypotheses:
- terminal value: actualisation of the latest plan explicit estimate period. It should be stressed
that a long-term growth rate "g" equal to 0% was envisaged because the result that the
company will manage to achieve in the last financial year of the business plan was
considered stable over a period of time;
- the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 11.31%.
The discount rate (or actualisation rate) applied is the rate which reflects the current evaluations of
the market, the time value of money and the specific risks of the asset. For the purpose of
calculating the discount rate there must be consistency between the parameters used and the
reference market of the Company and consistency between the Company's operating activities and
incoming flows. All the parameters used for calculating the actualisation rate should be used in the
corporate context, so that it expresses "normal" conditions over a medium-/long-term time span.
The estimation procedure adopted for defining the parameters determining the WACC is reported
below:
84
- Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average (compared
with the reference date) of the returns of the ten-year government bonds (BTP) issued by the
Italian government. The adoption of the average figure makes it possible to compensate for
possible short-term distorting dynamics.
- Equity risk premium (rm – rf) – The equity risk premium, which represents the yield spread
(historical and long-term) between equity securities and debt securities on financial markets,
was determined with reference to the Italian market.
- Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of the
overall market, was calculated on the basis of a panel of listed companies operating mainly
or exclusively in the sale of consumer electronics, through a combination of sales channels
(in store and online sales, in the majority of cases alongside wholesale and/or business-to-
business sales).
- Specific risk premium () - An additional premium was applied in order to take into account
potential risks relating to the implementation of the corporate strategy in the reference
market context also taking into consideration the size of the Company compared with
comparable businesses identified.
- Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as equal to
the average 6-month 10-year Euro Swap Rate (compared with the reference date), plus a
spread. The corporate tax rate in force in Italy (IRES) was adopted as the tax rate (t).
- Financial structure - A debt/equity ratio calculated based on the average figure expressed at
the reference date by the panel of comparable companies selected was adopted.
There were no differences in calculating these parameters between the external sources used and the
value used for the purpose of the test.
The Company has a well-established history of operating on the market and, to date, there has been
no evidence of anything that would suggest an interruption to activities in the medium-/long-term.
Based on these considerations it is reasonable to assume the business is a going concern in
perpetuity.
The operating cash flow used for the purpose of calculating the terminal value was calculated on the
basis of the following main assumptions:
- EBITDA - During the estimation of the terminal value, an amount of revenues equal to the
level projected for the last year of the plan was considered. For the purpose of estimating
sustainable EBITDA in the medium-/long-term the EBITDA margin equal to the average
figure in the plan was applied to the revenues identified in order to reflect the competitive
dynamics featured in the reference sector. For the Company overall, this latter figure is
located within the current range expressed by the estimates of the analysts relating to the
panel of comparable companies used to determining the WACC.
- Investments in fixed assets and amortisation and depreciation - Annual investments were
estimated as equal to investments in fixed assets projected for the last year of the plan.
Annual amortisation and depreciation were in line with these investments, assuming that the
investments were mainly maintenance and/or replacements.
85
- Net working capital and Funds - In line with the theory of growth in perpetuity at a g rate
equal to 0%, there were no theories of variations in the items that make up NWC and the
other funds in the long-term.
Below is a summary table containing the basic assumptions (WACC and g) and the percentage
value attributed to the terminal value compared with the recoverable value of the Company's three
CGUs relating to the analyses of the impairment tests conducted with reference to 28 February
2017.
as at 28 February 2017 WACC g Terminal Value (TV) Recoverable Amount (RA) % TV over RA
(Amounts in euro million)
CGU Retail 11.31% 0.0% 173.5 303.6 57.1%
CGU Wholesale 11.31% 0.0% 41.9 67.4 62.2%
CGU B2B 11.31% 0.0% 17.6 22.4 78.6%
The results of the impairment tests as at 28 February 2017 are given below:
as at 28 February 2017 Carrying Amount (CA) Recoverable Amount (RA) RA compared with CA
(Amounts in euro million)
CGU Retail EUR/mln 56.8 303.6 246.8
CGU Wholesale EUR/mln 6.3 67.4 61.1
CGU B2B EUR/mln (7.4) 22.4 29.8
Based on the estimates made there was no need to adjust the value of the goodwill recorded.
Note that the carrying amount of the CGU B2B as at 28 February 2017 was negative as a result of
the negative net working capital allocated to the CGU B2B.
The carrying amount does not include entries of a financial nature. Assets and liabilities for deferred
taxes are also excluded because the theoretical tax rate was used for the purpose of estimating taxes
when calculating the cash flows.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the recoverable
value of the goodwill as the main parameters used, such as the change in the percentage of
EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount and the
carrying amount for the CGUs subject to impairment tests as at 28 February 2017, the sensitivity
analysis conducted assuming a percentage reduction in EBITDA, in the years of the explicit
forecast and in the terminal value, up to a maximum of -20%:
86
Below is the breakdown of the stress test which identifies the values for the following parameters:
(i) EBITDA (gross operating profit, percentage change over the years of the plan and in the terminal
value), (ii) g and (iii) WACC sensitized separately compared with the basic scenario, the differential
between the recoverable value and the carrying amount is, all things being equal, zero.
Lastly, the Company has developed another analysis simulating the impacts on the recoverable
amount of the CGU Retail in the event of excluding the planned opening of new directly operated
stores over the span of the business plan. The results of the analysis conducted are given below:
It should be pointed out that the parameters and information used for verifying the recoverability of
the goodwill are affected by the macroeconomic, market and regulatory situation, and by the
subjectivity of several projections of future events which may not necessarily take place, or which
could take place differently from how they were projected, and therefore unforeseen changes could
occur. Unfavourable and unpredictable changes to the parameters used for the impairment test
could, in future, result in the need to write-down the goodwill with consequences to the results and
the operating results, financial position and cash flows of the Company.
The balance of the item "Intangible assets with a finite useful life" is given below, broken down by
category as at 28 February 2017 and as at 29 February 2016:
The change in the item "Intangible assets with a finite useful life" for the period from 28 February
2016 to 28 February 2017 is given below:
87
(Amounts in euro thousand) Intangible
Concessions,
fixed assets
Software licences and Total
under
brands
construction
Balance as at 28 February 2015 5,577 2,790 75 8,442
Increases 3,053 3 71 3,127
Contribution from merger 3,097 8 141 3,246
Decreases - - (103) (103)
(Amortization and impairment losses)/Reversals of impairment (3,054) (461) - (3,515)
losses
Decrease Acc. amortization - - - -
Balance as at 29 February 2016 8,673 2,340 184 11,197
Increases 3,507 3 909 4,419
Decreases - - - -
(Amortization and impairment losses)/Reversals of impairment (3,121) (687) - (3,808)
losses
Decrease Acc. amortization - - - -
With regard to the financial year ended 28 February 2017, increases total €4,419 thousand and
relate to the "Software" category for €3,507 thousand, to the "Concessions, licences and brands"
category for €3 thousand and to the "Intangible fixed assets under construction" category for €909
thousand.
Investments relating to the "Software" category are mainly due to new software and licences, and
costs incurred for the development and updating of the www.unieuro.it website for €3,507
thousand. Increases in fixed assets under construction relate to the implementation of new software.
With regard to the financial year ended 29 February 2016, investments totalled €3,127 thousand and
refer mainly to the "Software" category.
These increases are mainly composed of the costs incurred for the development of the
www.unieuro.it website and for the adoption of new software intended for the logistics sector.
On 2 December 2013 the Company and the former Unieuro registered a pledge in favour of Banca
IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano
S.c.a.r.l. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the
intellectual property rights. The pledge will extend to any renewal of the registration or patenting of
intellectual property rights as long as all secured creditors are fully satisfied. Secured creditors shall
have the right to exercise their special privilege when one of the causes of enforcement set out in
Article 24 "Acceleration Event" of the Loan Agreement is verified. Note that at the date of these
financial statements and until the date of approval none of the causes of enforcement has been
verified.
The change in the item "Deferred tax assets" and the item "Deferred tax liabilities" for the period
from 28 February 2016 to 28 February 2017 is given below:
88
(Amounts in euro thousand) Allowance
Deferred
for Total
Provision Net tax
impairment Other net
Obsolescence Tangible Intangible Capital for risks deferred assets
- current deferred
Provision assets assets Reserves and tax relating
amount due liabilities tax
charges assets to tax
from assets
losses
suppliers
Balance as at 28 February
167 670 462 - 98 767 9,936 12,100 - 12,100
2015
Contribution from merger 482 563 374 6,333 972 1,533 3,337 13,594 8,026 21,620
Accruals to/Releases of
308 23 12 (1,051) - (771) (3,130) (4,609) - (4,609)
provision to profit or loss
Accruals to/Releases of
provision to Comprehensive - - - - (199) - - (199) - (199)
Income Statement
Balance as at 29 February
957 1,256 848 5,282 871 1,529 10,143 20,886 8,026 28,912
2016
Contribution from merger - - - - - - - - -
Accruals to/Releases of
(119) 354 38 (546) - (403) (3,496) (4,172) 4,726 554
provision to profit or loss
Accruals to/Releases of
provision to Comprehensive - - - - (28) - - (28) - (28)
Income Statement
Balance as at 28 February
838 1,610 886 4,736 843 1,126 6,647 16,686 12,752 29,438
2017
The balance as at 28 February 2017, equal to €29,438 thousand, is mainly composed of: i) €16,686
thousand in temporary differences mainly due to goodwill, other current liabilities and the
obsolescence provision; ii) €12,752 in deferred tax assets recorded on tax losses. The change in the
item deferred tax assets recorded in the financial year is mainly related to:
- the release to the income statement of the deferred tax assets relating to other current
liabilities;
- the provision of €4,726 thousand in deferred tax assets relating to tax losses.
The balance as at 29 February 2016, equal to €28,912 thousand, is composed mainly of €10,143
thousand from deferred tax assets recorded in other current liabilities, composed of deferred income
for guarantee extension services, deferred tax assets recorded on tax losses of €8,026 thousand and
deferred tax assets recorded on goodwill of €5,282 thousand. The change in the item deferred tax
assets recorded in the last financial year is mainly related to:
- the contribution from the merger of €21,620 thousand mainly composed of deferred tax
assets recorded on tax losses of €8,026 thousand and deferred tax assets recorded on
goodwill of €6,333 thousand;
- the effect of the change in the rate that the Company expects will be applied in the financial
year in which these assets will realise €1,623 thousand; specifically, the provisions of Law
208 of 28 December 2015 the “2016 Stability Law 2016” were taken into account. It
required the Company to reduce the IRES rate from 27.5% to 24% with effect for tax
periods after 28 February 2017.
Note that the tax losses still available as at 28 February 2017 are equal to €408,940 thousand (tax
losses available as at 29 February 2016 stood at €417,895 thousand).
In calculating deferred tax assets, the following aspects were taken into consideration:
89
- the tax regulations of the country in which the Company operates and the impact on the
temporary differences, and any tax benefits resulting from the use of tax losses carried over
taking into consideration the years of possible use;
On this basis the Company expects to generate future taxable earnings and, therefore, to be able,
with reasonable certainty, to recover the deferred tax assets recorded.
Deferred tax liabilities result mainly from goodwill with a different statutory value from the value
for tax purposes.
Below is a breakdown of the items "Other current assets" and "Other non-current assets" as at 28
February 2017 and 29 February 2016:
28 February 29 February
2017 2016
8,008 7,769
Accrual income
2,507 2,453
Tax credits
1,760 983
Other current assets
1,563 2,465
Accrued income
27 230
Advances to suppliers
13,865 13,900
Other current assets
1,605 1,577
Guarantee deposit
461 355
Deposits to suppliers
90 103
Other non-current assets
2,156 2,035
Other non-current assets
16,021 15,935
Total Other current assets and Other non-current assets
The item "Other current assets" mainly includes deferred charges with regard to rental and common
charges and the hire of road signs; accrued income refers to adjustments on common charges at
90
sales points. The increase in other current assets in the period ended 28 February 2017 compared
with the financial year ended 29 February 2016 is due mainly to the Credit from the Ministry of
Education, Universities and Research for the "Certificate of Professional Competence" equal to
€1,623 thousand. This certificate is an initiative of the Ministry of Education, Universities and
Research required by Law 107 of 13 July 2015, Article 1, paragraph 121, aimed at enabling
teachers to take advantage of a voucher worth €500 to purchase educational material for teaching
purposes.
Tax credits as at 28 February 2017 and 29 February 2016 refer, in the main, for €1,610 thousand to
the IRES credit for IRAP not deducted.
The item "Other non-current assets" includes deposit assets and deposits to suppliers.
5.6 Inventories
The value of gross inventories went from €268,373 thousand as at 29 February 2016 to €275,321
thousand as at 28 February 2017, an increase of 2.5% in total gross inventories. The increase is
mainly due to the increase in volumes handled. The value of inventories is adjusted by the
warehouse obsolescence fund, up by €1,770 thousand following the prudential write-down of the
value of merchandise with possible obsolescence indicators.
The change in the obsolescence fund for the period from 28 February 2015 to 28 February 2017 is
broken down below:
In addition to the warehouse obsolescence fund, note that the value of inventories was reduced by a
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direct write-down of €4,892 thousand as at 28 February 2018 and €3,083 thousand as at 29
February 2016, which reflects the loss in value of goods in cases where the cost is higher than the
likely realisable value and allows the warehouse value to be restored to the current market value.
The increase in the direct write-down is mainly due to the impairment of the stock at the Oderzo
(TV) sales point equal to €1,062 which took place following the fire which occurred on 25 February
2017. The obsolescence fund reflects the part of the impairment in excess of the direct write-down.
The total write-down of inventories in the change in inventories in the income statement therefore
was €6,665 thousand as at 28 February 2017 and €3,157 thousand as at 29 February 2016.
On 2 December 2013 the Company and the former Unieuro registered a special pledge in favour of
Banca IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di
Milano S.c.a.r.l. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the
inventories for a maximum value of €128 million. Secured creditors shall have the right to exercise
their special privilege when one of the causes of enforcement set out in Article 24 "Acceleration
Event" of the Loan Agreement (as defined in note 5.11) is verified. Note that at the date of these
financial statements and until the date of approval none of the causes of enforcement has been
verified.
Below is a breakdown of the item "Trade receivables" as at 28 February 2017 and as at 29 February
2016:
(Amounts in euro thousand) Year ended
28 February 2017 29 February 2016
Trade receivables from third-parties 37,238 37,478
Trade receivables from related-parties 244 228
Gross trade receivables 37,482 37,706
Bad debt provision (2,279) (2,352)
Total Trade receivables 35,203 35,354
The value of receivables, referring to the Wholesale and B2B channels, is essentially in line with
the previous year.
The change in the bad debt provision for the period from 28 February 2015 to 28 February 2017 is
broken down below:
92
Releases to profit or loss -
Utilization 73
Balance as at 28 February 2017 (2,279)
Doubtful debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or the
presence of existing insolvency proceedings, determine the deletion of the actual position. As
shown in the tables above, the bad debt provision stood at €2,279 thousand as at 28 February 2017
and €2,352 thousand as at 29 February 2016.
Credit risk is the exposure to risk of potential losses resulting from the failure of the counterparty to
comply with the obligations undertaken. Note, however, that for the periods under consideration
there are no significant concentrations of credit risk, especially taking into consideration the fact
that the majority of sales are paid for immediately by credit or debit card in the Retail, Travel and
Online channels, and in cash in the Retail and Travel channels. The Company has credit control
processes which include obtaining bank guarantees to cover a significant amount of the existing
turnover with customers, customer reliability analysis, the allocation of credit, and the control of the
exposure by reporting with the breakdown of the deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department through
periodic analysis of the main positions and for those for which there is an objective possibility of
partial or total irrecoverability, they are written-down.
It is felt that the carrying amount of trade receivables is close to the fair value.
On 2 December 2013 the Company and the former Unieuro registered a special pledge in favour of
Banca IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di
Milano S.c.a.r.l. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the
trade receivables. Secured creditors shall have the right to exercise their special privilege when one
of the causes of enforcement set out in Article 24 "Acceleration Event" of the Loan Agreement (as
defined in note 5.11) is verified. Note that at the date of these financial statements and until the date
of approval none of the causes of enforcement has been verified.
Below is a breakdown of the item "Current tax assets" as at 28 February 2017 and as at 29 February
2016:
93
As at 28 February 2017 IRES credits recorded of €4,042 thousand relate to receivables for tax
consolidation from the parent company Italian Electronics Holdings; these receivables, in addition
to the IRES credit transferred to the parent company, also include receivables for withholdings
incurred. The item also includes IRES credits which refer to previous financial years transferred
from the former Unieuro of €2,469 thousand, down €36 thousand compared with the previous
financial year.
Lastly, the item includes IRAP credits of €1,444, down compared with the previous year, as a result
of the compensatory payments that were made during the year.
Note that following the credit balances of the previous year, there were no tax payments on account
as at 28 February 2017.
Below is a breakdown of the item "Cash and cash equivalents" as at 28 February 2017 and as at 29
February 2016:
(Amounts in euro thousand) Year ended
28 February 2017 29 February 2016
Bank accounts 28,951 32,610
Petty cash 7,715 2,831
Total cash and cash equivalents 36,666 35,441
Cash and cash equivalents stood at €36,666 thousand as at 28 February 2017 and €35,441 thousand
as at 29 February 2016.
The item comprises cash in hand, sight or short-term valuables and deposits at banks effectively
available and which can be readily used with the exception of an existing pledge on a current
account for €650 thousand relating to a guarantee given for the leasing of several sales points; this
pledge was released on 27 March 2017.
For further details regarding the dynamics that affected Cash and cash equivalents, please refer to
the Cash Flow Statement. On the other hand, for more details of the net financial position, please
refer to Note 5.11.
On 2 December 2013 the Company and the former Unieuro registered a pledge in favour of Banca
IMI S.p.A., UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano
S.c.a.r.l. and Monte dei Paschi di Siena Capital Service Banca per le Imprese S.p.A. on all sums
credited, from time to time, by the Company, to several current accounts specifically indicated in
the agreement with a balance, as at 28 February 2017, of zero. The pledge also includes remittances
made in future by third-parties into the current accounts and the credit for the return of the balance,
at any time, of the current accounts. Secured creditors shall have the right to exercise their pledge
when one of the causes of enforcement set out in Article 24 "Acceleration Event" of the Loan
Agreement (as defined in note 5.11) is verified. Note that at the date of these financial statements
and until the date of approval none of the causes of enforcement has been verified.
Details of the item "Shareholders' equity" and the breakdown of the reserves in the reference
94
periods are given below:
Reserve for
Cash Share-
actuarial Profit/(loss)
Share Legal Extraordinary flow based Other
(Amounts in euro thousand) Notes gains/(losses) carried Total equity
capital reserve reserve hedge payments reserves
on defined forward
reserve reserve
benefit plans
Balance as at 28 February
4,000 800 43,643 (113) (586) 676 6,144 (12,654) 41,910
2015
Profit (loss) for the year - - - - - - - 10,642 10,642
Other components of
comprehensive income - - - 39 485 - - - 524
(expenses)
Total comprehensive income
- - - 39 485 - - 10,642 11,166
(expense)
Contribution from merger (757) 175 51,855 (33,237) 18,036
Allocation of previous year’s
- - 4,818 - - - - (4,818) -
profit (loss)
Equity-settled share-based
- - - - - 2,321 - - 2,321
payment plans
Total owner transactions - - 4,818 - - 2,321 - (4,818) 2,321
Balance as at 29 February
4,000 800 48,461 (74) (858) 3,172 57,999 (40,067) 73,433
2016
Profit (loss) for the year - - - - - - - 11,587 11,587
Other components of
comprehensive income - - - 74 (1) - - - 73
(expenses)
Total comprehensive income
- - - 74 (1) - - 11,587 11,660
(expense)
Allocation of previous year’s
- - 10,642 - - - - (10,642) -
profit (loss)
Distribution of dividends - - (3,880) - - - - - (3,880)
Equity-settled share-based
- - - - - 3,766 - - 3,766
payment plans
Total owner transactions - - 6,762 - - 3,766 - (10,642) (114)
Balance as at 28 February
4,000 800 55,223 - (859) 6,938 57,999 (39,122) 84,979
2017
Shareholders' equity, equal to €84,979 thousand (€73,433 thousand as at 29 February 2016) rose
during the year as a result of: (i) the recording of a profit for the period of €11,587 thousand and
other items of the comprehensive income statement of €73 thousand; (ii) the distribution of an
extraordinary dividend of €3,880 thousand through the use of part of the extraordinary reserve, as
approved on 28 November 2016 by the Shareholders' Meeting and (iii) the recording in the reserve
for share-based payments of €3,766 thousand which refers to the Call Option Agreement reserved
for certain managers and employees.
The Share capital as at 28 February 2017 stood at €4,000 thousand, broken down into 20,000,000
shares. Pursuant to the resolution of the Extraordinary shareholders’ meeting held on 12 December
2016, the Company was transformed from a limited liability company to a joint stock company
(società per azioni) changing its name from “S.G.M. Distribuzione S.r.l.” to “Unieuro S.p.A.”. Also
note that on 4 April 2017, the parent company Italian Electronics Holdings placed 6,363,637 shares
on the Mercato Telematico Azionario – STAR Segment of Borsa Italiana worth €11 per share.
- the legal reserve of €800 thousand as at 28 February 2017 (€800 thousand as at 29 February
2016), includes the financial provisions at a rate of 5% for each financial year; there were no
increases during the period in this reserve which reached the limit pursuant to Article 2430 of the
Civil Code and has maintained it until 28 February 2017;
- the cash flow hedge reserve of €0 as at 28 February 2017 (-€74 thousand as at 29 February 2016);
this reserve was recorded to offset the mark to market of the hedging Interest Rate Swap
agreements, taken out as required by the Loan Agreement (as defined in Note 5.11). The positive
change of €74 thousand is due to the change in the fair value of the derivative contracts and their
maturity at 28 February 2017;
- the reserve for actuarial gains and losses on defined-benefit plans of -€859 thousand as at 28
February 2017 (-€858 thousand as at 29 February 2016); it fell by €1 thousand following the
actuarial valuation relating to severance pay;
- the reserve for share-based payments of €6,938 thousand as at 28 February 2017 (€3,172 thousand
as at 29 February 2016); this reserve includes the increase of €3,766 thousand offsetting the
personnel costs of the share-based payment plan (as described in Note 5.28).
Shareholders' equity was equal to €73,433 thousand as at 29 February 2016 (€41,910 thousand as at
28 February 2015). The increase for the year is mainly due to the joint effect of: (i) the contribution
of the merger of the former Unieuro for €18,036 thousand; (ii) the positive result for the year of
€10,642 thousand and (iii) the recording in the reserve for share-based payments of €2,321 thousand
referring to the Call Option Agreement reserved for certain managers and employees.
The Share capital as at 29 February 2016 stood at €4,000 thousand, broken down into 4,000,000
shares.
- the legal reserve of €800 thousand as at 29 February 2016 (€800 thousand as at 28 February
2015), includes the financial provisions at a rate of 5% for each financial year; there were no
increases during the period in this reserve which reached the limit pursuant to Article 2430 of the
Civil Code and has maintained it until 29 February 2016;
- the cash flow hedge reserve of -€74 thousand as at 29 February 2016 (-€113 thousand as at 28
February 2015); this reserve was recorded to offset the mark to market of the hedging Interest Rate
Swap agreements, taken out as required by the Loan Agreement (as defined in Note 5.11). The
positive change of €39 thousand is due to the change in the fair value of the derivative contracts;
- the reserve for actuarial gains and losses on defined-benefit plans of -€859 thousand as at 29
February 2016 (-€858 thousand as at 28 February 2015); this reserve increased by €485 thousand
following the actuarial valuation relating to severance pay and decreased by €757 thousand
following the contribution from the merger of the former Unieuro;
- the reserve for share-based payments equal to €3172 thousand as at 29 February 2016 (€676
thousand as at 28 February 2015); the following flowed into this reserve: (i) the €2321 thousand
increase as the offsetting item for the personnel costs for the share-based payment plan known as
the Call Option Agreement and (ii) the €175 contribution from the merger of the former Unieuro.
96
During the years ended 28 February 2017 and 29 February 2016 there were no assets allocated to
specific businesses.
On 2 December 2013 Italian Electronics registered a pledge in favour of Banca IMI S.p.A.,
UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.c.a.r.l.
and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A., on the Company shares
that Italian Electronics Holdings owns. Secured creditors shall have the right to exercise their
special privilege when one of the causes of enforcement set out in Article 24 "Acceleration Event"
of the Loan Agreement (as defined in note 5.11) is verified. On 27 December 2016, the Company,
as set out in the Loan Agreement, sent the lending banks (Banca IMI S.p.A., Unicredit Corporate
Banking S.p.A. (now Unicredit S.p.A.), Banca Popolare di Milano S.p.A. and Monte dei Paschi di
Siena Capital Service, Banca per le Imprese S.p.A., ICCREA Banca Impresa S.p.A., Banca
Interprovinciale S.p.A. and Volksbank Banca Popolare dell’Alto Adige Soc. Coop.pa..,( the
“Lending Banks”), a proposal to amend the Loan Agreement aimed at bringing it into line with the
rules applicable to listed companies and market practices for financing transactions for listed
companies (the "Amendment Proposal"). This Amendment Proposal was accepted by the Lending
Banks on 27 January 2017. Specifically, the pledge in favour of the Lending Banks was released for
the shares placed on the Borsa Italiana Mercato Telematico Azionario. Note that at the date of these
financial statements and until the date of approval none of the causes of enforcement has been
verified.
Pursuant to Article 2424 of the Civil Code, information is provided on the origin, nature and
possibility of use of the Shareholders' Equity items:
Capital Reserves
Reserve pursuant to Law 121/87 75 A, B, C 75
- -
Share premium reserve 69 A, B, C 69
- -
Other reserve 57,855 A, B, C 57,855
Retained Earnings
Legal reserve 800 B 800
- -
Extraordinary reserve 55,223 A, B, C 55,223
- -
Reserve for actuarial gains/(losses) on defined benefit
(859) (859)
plans - -
Reserve for share-based payments 6,938 A, B 6,938
- -
Profit/(loss) carried forward (39,122) (39,122)
- -
97
Non-distributable portion 4,800
- -
The item "Other reserves" includes the value of the reserves established during the transition to the
IFRS of the former Unieuro.
Below is a breakdown of the item current and non-current "Financial liabilities" as at 28 February
2017 and as at 29 February 2016:
Under the scope of the consolidation transaction which led to group reporting to the parent
company Venice Holdings S.r.l. graining control of the former Unieuro on 29 November 2013, a
loan agreement was signed with Banca IMI S.p.A., in the capacity of the lending bank and agent
bank, UniCredit Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano
S.p.A. and Monte dei Paschi di Siena Capital Service Banca per le Imprese S.p.A., in the capacity
of the leading banks, on the one side, and the Company on the other side as the beneficiary
company. Later, on 19 September 2014, Banca IMI S.p.A sold part of its stake in the loans granted
to the Company to ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and Volksbank
Banca Popolare dell’Alto Adige Soc. Coop.pa..
Specifically, the Loan Agreement involves the granting of a medium-/long-term line of credit of
€28,300 thousand (divided into Loan A and Loan B) aimed at the repayment in December 2013 of
the debt that emerged during the gaining of control of the former Unieuro (the "Senior Loan"), a
revolving line of credit of €41,800 thousand (the "Revolving Line") and a line of credit linked to the
restructuring investments in the network of stores equal to €15,000 thousand (the "Capex Facility").
The interest on the loans agreed under the scope of the Loan Agreement is at floating rate,
calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, the parent company Italian Electronics S.r.l. agreed
contractual clauses (covenants) that give the lender the right to renegotiate or revoke the loan if the
events in this clause are verified. These clauses demand compliance (until the quarter ending 30
November 2016) with certain consolidated indices of Italian Electronics S.r.l. (now merged by
incorporation into Italian Electronics Holdings S.r.l.) which are summarised below:
- net interest cover ratio (defined as the ratio between EBITDA and adjusted net financial
expense, as defined in the Loan Agreement);
98
- fixed charge cover ratio (defined as the ratio between adjusted cash flows and adjusted debt
servicing, as defined in the Loan Agreement);
- leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement);
On 27 December 2016 the Company sent the Lending Banks a waiver request which included:
(i) a proposal to amend the Loan Agreement aimed at bringing the agreement into line with the
rules applicable to listed companies and market practices for financing transactions for listed
companies (the "Amendment Proposal"). This Amendment Proposal was accepted by the Lending
Banks on 27 January 2017. After the Lending Banks accept the Amendment Proposal, the Company
is no longer obliged to comply with the covenant for the fixed charge cover ratio, but the following
Financial Covenants calculated exclusively on its financial statements or, where available, its
consolidated financial statements:
- net interest cover ratio (defined as the ratio between EBITDA and adjusted net financial
expense, as defined in the Loan Agreement), to be calculated on a quarterly basis;
- leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement) to be calculated on a quarterly basis;
- capital expenditure (defined as the amount of investments in tangible and intangible fixed
assets at sales points, as defined in the loan agreement), and specifically the capital
expenditure on stores (defined as the amount of investments in tangible and intangible fixed
assets at sales points, as defined in the loan agreement), to be calculated annually.
(ii) a request aimed at obtaining a new line of credit to be used for the acquisition/opening of new
stores of €50 million; at the time of these financial statements this request is still in the process of
being defined.
The Company verified the compliance with the financial covenants as at 28 February 2017 in the
light of the Loan Agreement as amended by the Amendment Proposal on the basis of the data from
the Company's financial statements for the year ended 28 February 2017.
As at 28 February 2017 and 29 February 2016 the covenants were calculated and complied with.
The table below summarises the contractual values and the results of the covenants as at 28
February 2017 and 29 February 2016:
NET INTEREST COVER RATIO > 10.00 22.01 > 9.95 16.02
EBITDA/Net Financial Expense
99
FIXED CHARGE COVER RATIO n.a. n.a. > 1.00 2.95
Adjusted cash flows/Adjusted debt
LEVERAGE RATIO < 1.00 0.03 < 1.15 0.08
Net financial position/EBITDA
CAPITAL EXPENDITURE < 15.2 million 1.29 million < 15 million 1.32 million
Investments in tangible and intangible fixed assets
The Loan Agreement includes the Company's right of early repayment, in full or in part (in such a
case of minimum amounts equal to €1,000,000.00) and prior notification of the Agent Bank, of both
the Senior Loan and the Capex Facility. In addition, when certain circumstances and/or events are
verified, the Company is obliged to repay the Loan early. As at 28 February 2017 and until the date
these financial statements were prepared, no events occurred that could give rise to the early
repayment of the loan. Financial liabilities as at 28 February 2017 are illustrated below:
Original
(Amounts in euro thousand) Maturity Interest rate As at 28 February 2017
amount
Original
(Amounts in euro thousand) Maturity Interest rate As at 29 February 2016
amount
of which of which
Total current non-current
portion portion
Short-term lines of credit (1) n.a. 47,500 13 13 -
Revolving Credit Facility Dec-19 41,800 Euribor 1m+spread - - -
Current bank payables 13 13 -
Loan A Dec-19 15,000 Euribor 6m+spread 9,375 3,375 6,000
Loan B Dec-20 13,300 Euribor 6m+spread 13,300 - 13,300
Capex Facility Dec-19 15,000 Euribor 6m+spread 15,000 750 14,250
Ancillary expenses on loans (2) (2,704) (934) (1,770)
Non-current bank payables and current part of non-current debt 34,971 3,191 31,780
Total 34,984 3,204 31,780
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.
100
Financial liabilities as at 28 February 2017 totalled €31,780 thousand, a fall of €3,204 thousand
compared with 29 February 2016. This change is mainly due to the repayment of the capital shares
of Loan A and the Capex Facility Loan agreed under the scope of the Euro Term and Revolving
Facilities Agreement, respectively of €3,375 thousand and €750 thousand.
The loans are evaluated using the amortised cost method based on the provisions of IAS 39 and
therefore their value is reduced by the ancillary expenses on the loans, equal to €1,770 thousand as
at 28 February 2017 (€2,704 thousand as at 29 February 2016).
Year ended
Below is a breakdown of the net financial debt as at 28 February 2017 and as at 29 February 2016.
Note that the net financial debt is presented in accordance with the provisions of Consob
Communication 6064293 of 28 July 2006 and in conformity with the recommendations of
ESMA/2013/319.
101
(O) Net financial debt (J)+(N) (1,959) - (25,935) (20,442)
The table below summarises the breakdown of the items "Other current loans and borrowings " and
"Other non-current loans and borrowings" for the years ending 28 February 2017 and 29 February
2016. Refer to Notes 5.12 “Shareholders' loan” and 5.14 “Other financial liabilities”, for more
details.
Below is a breakdown of the item current and non-current "Shareholders' loan" as at 28 February
2017 and as at 29 February 2016:
(Amounts in euro thousand) Year ended
The item "Shareholders' loan" refers to the payable for the funding received from the parent
company Italian Electronics (later merged by incorporation into Italian Electronics Holdings),
including the interest expense accrued and net of advances on interest paid.
On 24 October 2016, the Company, as set out in the Loan Agreement, sent the lending banks
(Banca IMI S.p.A., Unicredit Corporate Banking S.p.A. (now Unicredit S.p.A.), Banca Popolare di
Milano S.p.A. and Monte dei Paschi di Siena Capital Service, Banca per le Imprese S.p.A.,
ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and Volksbank Banca Popolare
dell’Alto Adige Soc. Coop.pa.., the "Lending Banks"), a waiver request, which was received on 4
November 2016, aimed at obtaining the consent of the latter with regard to the distribution of
(accrued and approved) dividends and the repayment of the shareholders' loan, for an amount not
exceeding €25,000 thousand in total, in one or more tranches and within the calendar year
2016/2017, by the Company in favour of its shareholder, albeit the Company not having accrued the
requirements laid down in the Loan Agreement in order to automatically allow these payments.
On 28 November 2016 the Shareholders' Meeting approved: (i) the repayment in full of the
shareholders' loan of €21,120 thousand and (ii) the distribution of an extraordinary dividend of
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€3,880 thousand through using part of the reserves, resulting from the financial statements ending
29 February 2016.
On 28 and 29 November 2016 the Company made payments in compliance with the above-
mentioned resolutions.
On 2 December 2013 the parent company Italian Electronics (which later merged by incorporation
into Italian Electronics Holdings) registered a pledge, in favour of Banca IMI S.p.A., UniCredit
Corporate Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.c.a.r.l. and Monte
dei Paschi di Siena Capital Service Banca per le Imprese S.p.A. on the present and future
receivables that Italian Electronics (which later merged by incorporation into Italian Electronics
Holdings) claimed with regard to the Company pursuant to the above-mentioned loan. Secured
creditors had the right to exercise their special privilege when one of the causes of enforcement set
out in Article 24 "Acceleration Event" of the Loan Agreement (as defined in note 5.11) is verified.
Note that, until the date of the full repayment of the "Shareholders' loan" none of the causes of
enforcement was verified.
The change in the item "Employee benefits" for the period from 28 February 2015 to 28 February
2017 is broken down below:
This item includes the severance pay required by Law 297 of 25 May 1982 which guarantees
statutory compensation to an employee when the employment relationship is ended. Severance pay,
regulated by the legislation in the Civil Code in Article 2120, is recalculated in accordance with the
provisions of IAS 19, expressing the amount of the actual value of the final obligation as a liability,
where the actual value of the obligation is calculated through the "projected unit credit" method.
Settlements recorded in the financial year ended 28 February 2017 relate to both severance pay
advances paid to employees during the year, and to redundancies involving the excess personnel at
several sales points which were restructured or closed and to breaks in employment with regard to
employees on fixed contracts.
The contribution from the merger during the year ended 29 February 2016 was €8,273 thousand and
relates to the former Unieuro. Settlements recorded during the year ended 29 February 2016 relate
mainly to the reduction in the number of employees following the restructuring procedure involving
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the personnel of the former Unieuro.
Below is a breakdown of the economic and demographic recruitment used for the purpose of the
actuarial evaluations:
Year ended
Economic recruitment 28 February 2017 29 February 2016
from 1.5% to 2% increasing
Inflation rate 1.50%
over the years
Actualisation rate 1.19% 1.59%
from 2.625% to 3% increasing
Severance pay increase rate 2.625%
over the years
With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a duration of
10+ years at the evaluation date was taken as a reference for the evaluation of this parameter.
Below is the sensitivity analysis, as at 28 February 2017, relating to the main actuarial hypotheses
in the calculation model taking into consideration the above and increasing and decreasing the
average annual turnover rate, the early request rate, the average inflation and actualisation rate,
respectively of 1%, 1%, 0.25% and 0.25%. The results are summarised in the table below:
Below is a breakdown of the item "Other financial liabilities" as at 28 February 2017 and as at 29
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February 2016:
(Amounts in euro thousand) Year ended
Lease liabilities
Lease liabilities totalled €6,663 thousand as at 28 February 2017 and €5,250 as at 29 February
2016. The assets that are the subject of the finance lease agreement are furniture, LEDs, climate
control systems, servers, computers and printers. Interest rates are fixed at the date of the signing of
the agreements and are indexed to the 3-month Euribor. All lease agreements can be repaid through
a fixed instalments plan with the exception of the initial down payment and the redemption
instalment and there is no contractual provision for any rescheduling of the original plan. The above
payables to the leasing company are guaranteed to the lessor via rights on the assets leased out.
There are no hedging instruments for the interest rates.
The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and the capital
share of the finance leases are given below:
The reconciliation between the minimum payments due from the financial leasing company and the
current value is as follows:
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Other financial payables
Other financial payables stood at €235 thousand as at 29 February 2016, the item mainly related to
the acquisition of the equity investment in Expert Società Consortile per Azioni (the “Expert
consortium”) which took place in 2013 for €184 thousand. Note that on 7 April 2015 the Company
sold all the shares held in the Expert consortium following the Company's strategic decision to
leave the purchasing group. On 26 April 2016 the residual debt related to the purchase of the equity
investment was extinguished.
The financial hedging instruments, in existence as at 28 February 2017, refer to agreements signed
with BPER Banca S.p.A and with BNL S.p.A to hedge future purchase transactions involving
goods in other currencies (USD). The effects of these hedging derivative financial instruments are
reported in the income statement because they do not comply with all the requirements of IAS 39
for hedge accounting.
The hedging financial instruments, in existence as at 29 February 2016, refer to the agreements
signed with Banca Monte dei Paschi di Siena S.p.A., Intesa Sanpaolo S.p.A., UniCredit S.p.A. and
Banca Popolare di Milano S.p.A., to hedge the fluctuations in the financial expenses related to the
Loan. These derivative financial transactions on the interest rates are designated as hedge
accounting in accordance with the requirements of IAS 39 and are therefore dealt with under hedge
accounting.
Factoring liabilities
Payables to factoring companies stood at €175 thousand as at 28 February 2017 (€344 thousand as
at 29 February 2016) and refer to transfers of trade payables to a financial counterparty through
factoring without recourse.
5.15 Provisions
The change in the item "Provisions" for the period from 28 February 2015 to 28 February 2017 is
broken down below:
(Amounts in euro thousand) Provision Provision Provision Other
Provision for
for tax for other for onerous provision Total
restructuring
disputes disputes contracts for risks
Balance as at 28 February 2015 4,957 546 1,021 285 803 7,612
- of which current portion 368 143 657 285 186 1,639
- of which non-current portion 4,589 403 364 - 617 5,973
Contribution from merger 142 1,282 1,991 1,570 401 5,386
Provisions 836 1,097 - 1,320 238 3,491
Draw-downs/releases (1,267) (634) (1,811) (1,976) (463) (6,151)
Balance as at 29 February 2016 4,668 2,291 1,201 1,199 979 10,338
- of which current portion - - 700 1,199 672 2,571
- of which non-current portion 4,668 2,291 501 - 307 7,767
Provisions 2,339 664 327 - 199 3,529
Draw-downs/releases (1,358) (1,213) - (933) (106) (3,610)
Balance as at 28 February 2017 5,649 1,742 1,528 266 1,072 10,257
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- of which current portion 37 188 882 266 51 1,424
- of which non-current portion 5,612 1,554 646 - 1,021 8,833
The " Provision for tax disputes", equal to €5,649 thousand as at 28 February 2017 and €4,668
thousand as at 29 February 2016, was set aside mainly to hedge the liabilities that could arise
following disputes of a tax nature.
The "Provision for other disputes", equal to €1,742 thousand as at 28 February 2017 and €2,291
thousand as at 29 February 2016, refers to disputes with former employees, customers and
suppliers.
The "Provision for onerous contracts", equal to €1,528 thousand as at 28 February 2017 and €1,201
thousand as at 29 February 2016, refer to the provision allocated for non-discretionary costs
necessary to fulfil the obligations undertaken in certain rental agreements.
The "Provision for restructuring", equal to €266 thousand as at 28 February 2017 and €1,199
thousand as at 29 February 2016, refer mainly to the conclusion of the personnel restructuring and
commercial network integration process of the former Unieuro.
The “Other provisions for risks”, equal to €1,072 as at 28 February 2017 and €979 thousand as at
29 February 2016, mainly include: i) the provision for expenses for the restoration of stores to their
original condition set aside to cover the costs for restoring the property when it is handed back to
the lessor in cases where the contractual obligation is the responsibility of the tenant; ii) the
additional customer compensation fund.
Below is a breakdown of the items "Other current liabilities" and "Other non-current liabilities" as
at 28 February 2017 and 28 February 2016:
(Amounts in euro thousand) Year ended
The item "Other current liabilities" increased by €27,148 thousand in the year ended 28 February
2017 compared with the year ended 29 February 2016. The increase in the item recorded in the
period in question is mainly due to greater deferred income relating to the servicing of the extended
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warranty.
The balance of the item "Other current liabilities" is mainly composed of:
- deferred income and accrued liabilities of €88,694 thousand as at 28 February 2017 (€71,055
thousand as at 29 February 2016) due mainly to the deferrals for the extended warranty services.
Revenue from sales is reported according to the duration of the contract, or the period for which
there is a performance obligation thereby rediscounting sales pertaining to future periods.
Moreover, note that the methods for managing warranty services for the periods after the legally-
required periods were changed with regard to sales of extended warranty services made by the
former Unieuro (from the financial year ended 28 February 2015) and to sales of extended warranty
services in certain categories of goods (white goods) made by Unieuro (from the financial year
ended 29 February 2012), handling activities that were previously outsourced internally;
Below is a breakdown of the item "Trade payables" as at 28 February 2017 and as at 29 February
2016:
The balance includes payables relating to carrying out normal trade activities involving the supply
of goods and services.
Gross trade payables increased by €1,309 thousand as at 28 February 2017 compared with 29
February 2016.
As at 28 February 2017 there were no disputes with suppliers, or suspensions to supplies, with the
exception of several compensation claims and payment injunctions which refer to legal actions in
the form of applications for orders for payment of insignificant amounts.
The change in the "Allowance for impairment - amount due from suppliers" for the period from 28
February 2015 to 28 February 2017 is given below:
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Balance as at 28 February 2015 440
Provisions 1,001
Contribution from merger 731
Releases to the Income Statement -
Draw downs (10)
Balance as at 29 February 2016 2,162
Provisions -
Releases to the Income Statement -
Draw downs (135)
Balance as at 28 February 2017 2,027
There are no payables for periods of more than 5 years or positions with a significant concentration
of payables.
5.18 Revenue
Below is a breakdown of the item "Revenue" for the financial years ended 28 February 2017 and 29
February 2016:
The Retail, Online and Travel revenue went from €1,267,926 thousand in the year ended 29
February 2016 to €1,329,973 thousand in the year ended 28 February 2017, an increase of €62,047
thousand or 4.9%. The increases are related to (i) the development of the new digital platform,
designed both to help users when buying products and to increase entries and revenue at sales points
and (ii) the positive performance of the sales volumes of the Retail channel as a result of the new
openings, the restructurings carried out in the period in order to make the sales points more
attractive and the investment in personnel training aimed at improving customer satisfaction and
loyalty.
Wholesale revenue went from €206,362 thousand in the year ended 29 February 2016 to €227,864
thousand in the year ended 28 February 2017, an increase of €21,502 thousand or 10.4%. The
increase is related to the positive performance of sales volumes of partners as a result of the
commercial policies implemented by Unieuro, as well as the restructuring of numerous partner sales
points to create a more modern and attractive layout.
B2B revenue went from €82,922 thousand in the year ended 29 February 2016 to €102,658
109
thousand in the year ended 28 February 2017, an increase of €19,736 thousand or 23.8%. The
increase is mainly due to the Company's ability to take advantage of market opportunities.
Below is a breakdown of the item "Other income" for the financial years ended 28 February 2017
and 29 February 2016:
The item mainly includes rental income relating to the sub-leasing of spaces for other activities, and
insurance claims relating to theft or damage caused to stores. The decrease is due to the presence,
during the year ended 29 February 2016, of positive elements relating to the closing of old debit
entries resulting from the former Unieuro.
Below is a breakdown of the item "Purchases of materials and external services" for the financial
years ended 28 February 2017 and 29 February 2016:
The item "Purchases of materials and external services", taking into account the item "Change in
inventories", rose from €1,386,337 thousand as at 29 February 2016 to €1,486,761 thousand in the
financial year ended 28 February 2017, an increase of €100,424 thousand or 7.2%.
The main increase is attributable to the item "Purchase of goods" for €56,411 thousand resulting
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from the increase in turnover.
The item “Marketing” increased from €48,748 thousand as at 29 February 2016 to €51,613
thousand as at 28 February 2017, the increase is due to the greater investments made in co-
marketing activities and promotional activities supporting new products.
The item “Transport” increased from €30,242 thousand as at 29 February 2016 to €32,482 thousand
as at 28 February 2017, mainly as a result of the increase in turnover, the impact on revenue was in
line with the previous year, equal to 2.0% as at 28 February 2017 (1.9% as at 29 February 2016).
The item “Consultancies” increased from €6,408 thousand as at 29 February 2016 to €10,904
thousand as at 28 February 2017, mainly as a result of the costs incurred by the Company relating to
the listing of the Company's shares on the STAR Segment of the Mercato Telematico Azionario of
Borsa Italiana S.p.A..
The item “Utilities” fell by €1,074 compared with 29 February 2016, equal to an 8.2% drop, this
decrease was mainly due to the energy efficiency measures implemented at the sales points which
led to a significant reduction in consumption.
The items “Building rental and expenses" fell by €711 thousand compared with 29 February 2016, a
drop of 1.2%; this fall is due to the renegotiation of several rental agreements with landlords.
The item "Other costs" mainly includes costs for vehicles, hiring, cleaning, insurance and security.
Below is a breakdown of the item "Personnel expenses" for the financial years ended 28 February
2017 and 29 February 2016:
Personnel expenses went from €133,961 thousand in the year ended 29 February 2016 to €136,633
thousand in the year ended 28 February 2017, an increase of €2,672 thousand or 2.0%.
The increase in the item "Salaries and wages", equal to approximately 2.0%, is mainly due to
increases in national collective agreements, seniority increases and to the increase in employees at
the headquarters.
The balance of the item “Restructuring fund provisions/(releases)" in the year ended 29 February
2016 was €1,320 thousand and relates to provisions allocated for the launch of redundancy schemes
for surplus personnel at several sales points.
111
The item “Other personnel expenses” as at 28 February 2017 and as at 29 February 2016 refers
mainly to the cost for the year of the Call Option Agreement, equal to €3,766 thousand as at 28
February 2017 and €2,321 thousand as at 29 February 2016. Refer to Note 5.28 for more details
about the share-based payment agreements.
Below is a breakdown of the item "Other operating costs and expenses" for the financial years
ended 28 February 2017 and 29 February 2016:
"Other operating costs and expenses" went from €6,558 thousand in the year ended 29 February
2016 to €5,377 thousand in the year ended 28 February 2017, a decrease of €1,181 thousand or
18.0%.
The decrease is mainly due to the suppliers account debit balance of €1,001 thousand recorded in
the year ended 29 February 2016, which refers to the write-down of existing positions with
suppliers due to the opening of insolvency proceedings.
The item "Non-income based taxes" mainly includes levies for waste disposal, the municipal
advertising tax, the SIAE tax and registration duty.
The item “Other operating costs” includes costs for charities, customs and capital losses.
Below is a breakdown of the item "Amortization, depreciation and impairment losses" for the
financial years ended 28 February 2017 and 29 February 2016:
The item "Amortization, depreciation and impairment losses" went from €18,720 thousand in the
year ended 29 February 2016 to €17,958 thousand in the year ended 28 February 2017, a fall of
€762 thousand or 4.1%.
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The item “Impairment losses of tangible and intangible fixed assets” fell in the year ended 28
February 2017 compared with the year ended 29 February 2016 as a result of the conclusion of the
rebranding and integration of the former Unieuro which began in the previous financial years and
was partly offset by the write-down of existing assets at the Oderzo (TV) sales point following the
fire which took place on 25 February 2017. The item also includes the write-down of the assets
relating to the stores for which onerous contracts were identified, in other words rental agreements
in which the non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.
Below is a breakdown of the item "Financial income" for the financial years ended 28 February
2017 and 29 February 2016:
"Financial income" went from €286 thousand in the year ended 29 February 2016 to €358 thousand
in the year ended 28 February 2017, an increase of €72 thousand. The change is mainly due to the
increase in income for exchange rate gains and the decrease in bank interest income.
"Financial expenses" went from €7,175 thousand in the year ended 29 February 2016 to €6,222
thousand in the year ended 28 February 2017, a decrease of €953 thousand or 13.3%.
The item “Interest expense on bank loans” fell as at 28 February 2017 by €1,429 thousand
compared with the previous period; this decrease was due to lower drawings on the Revolving Line
during the year ended 28 February 2017 compared with the previous financial year and less interest
expense on the Loan Agreement due to the fall recorded in margins applied as a result of the
improvement recorded in the leverage ratio at the measurement dates. The interest rate applied to
the loan is equal to the sum of (i) the Euribor parameters and (ii) a margin with a different annual
percentage for each individual line. The Loan Agreement includes a variation mechanism for the
above-mentioned margin depending on the level of a given contractual index (leverage ratio),
calculated at the measurement dates of the financial covenants set out in the Loan Agreement, as
explained in more detail in the previous paragraph 5.11.
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The item “Interest expense from the parent company" includes the interest accrued relating to the
shareholders' loan of 28 November 2016 (see Note 5.12 for more details).
The item “Other financial expense” increased by €756 thousand; this increase was due mainly to the
costs incurred for: (i) the waiver request to the Lending Banks aimed at obtaining the latter's
consent for the distribution of dividends and the repayment of the shareholders' loan made in the
nine-month period ended 30 November 2016 and (ii) the Amendment Proposal for the Loan
Agreement aimed at bringing the contract into line with the rules applicable to listed companies and
market practices for financing transactions in favour of listed companies (for more details, please
see Note 5.11).
Below is a breakdown of the item "Income taxes" for the financial years ended 28 February 2017
and 29 February 2016:
The impact of taxes on income is calculated gross of allocations to the tax provision for tax
disputes. In the financial years 2017 and 2016 the impact of taxes on the pre-tax result was 18.8%
and 37.9%, respectively; the fall was due to the recording of deferred tax income on tax losses of
€4,726 thousand. For more details, please see Note 5.4.
The item “Allocation to tax provision” went from €481 thousand in the financial year ended 29
114
February 2016 to €1,867 thousand in the financial year ended 28 February 2017. The item is
composed of allocations of €2,339 thousand and €836 thousand, respectively, as at 28 February
2017 and 29 February 2016 and releases of €472 thousand and €355 thousand, respectively, as at 28
February 2017 and 29 February 2016.
Note that the tax losses still available as at 28 February 2017 are equal to €408,940 thousand (tax
losses available as at 29 February 2016 stood at €417,895 thousand). These losses include deferred
tax income of €12,752 thousand as at 28 February 2017 (€8,026 thousand as at 29 February 2016).
The basic earnings per share are calculated by dividing the result for the period by the number of
ordinary shares. The details of the calculation are given in the table below:
As at 28 February 2017 and as at 29 February 2016 there were no dilutive effects so therefore the
diluted earnings per share are the same as the basic earnings.
The key factors that affected cash flows in the three years are summarised below:
Year ended
(amounts in euro thousand)
28 February 2017 29 February 2016
115
Net cash flow from (used in) operating activities 56,523 54,687
The net cash flow from (used in) operating activities went from €54,687 thousand in the year ended
29 February 2016 to €56,523 thousand in the year ended 28 February 2017, an increase of €1,836
thousand. The larger cash flows generated were mainly influenced by the combined effect resulting
from:
- the greater liquidity generated by the changes in the cash flows from (used in) operating
activities of €1,049 thousand;
- the lower income flows for the year (composed of the changes that took place in the adjusted
result for the period of income taxes, net financial expense/(income) and other non-monetary
changes) of €3,253 thousand;
- the lower tax payment of €4,206 thousand. In 2017 the Company did not pay tax offsetting
the tax due with the credit from previous financial years. The figure which refers to the year
ended 29 February 2016 was mainly due to the payments on account during the year;
Specifically, in the year ended 28 February 2017, the cash flows from (used in) operating activities
(composed of the changes in warehouse inventories and trade receivables and payables and in other
operating assets and liabilities) and the related cash flows, generated greater liquidity compared
with the previous year of €1,049 thousand, going from a cash flow of €18,586 thousand in the year
ended 29 February 2016 to a positive flow of €19,636 thousand in the year ended 28 February 2017.
In the year ended 28 February 2017 the increase in the cash flows from (used in) operating activities
was mainly due to a significant fall in inventories of €35,889 thousand, mitigated by the negative
effect of the change in trade payables of €28,433 thousand and other operating assets and liabilities
of €8,957 thousand. Note that in February 2016 commercial policies for the purchasing of goods
were implemented aimed at promotions which took place in March 2016.
In addition, the net cash flows from (used in) operating activities benefited the payment of lower
taxes for €4,206 compared with the previous year for the reasons explained above.
Collections from the sale of plant, equipment and other assets 61 131
116
Cash contribution from merger - 6,270
Investment activities absorbed liquidity of €27,837 thousand and €21,241 thousand, respectively, in
the years ended 28 February 2017 and 29 February 2016.
With reference to the year ended 28 February 2017, the Company's main requirements involved:
- investments in property, plant and equipment of €23,479 thousand, mainly relating to the
purchase of plant with regard to the energy efficiency project already launched in the previous
financial year and to interventions at sales points opened, relocated or renovated during the year;
- investments in intangible fixed assets of €4,419 thousand relating to the development of the
website www.unieuro.it and IT systems at the Forlì headquarters.
Financing absorbed liquidity of €27,461 thousand in the year ended 28 February 2017 and €10,971
thousand for the year ended 29 February 2016.
- a decrease in financial liabilities of €4,137 thousand mainly due to the repayment of the capital
shares of Loan A and the Capex Facility Loan agreed under the scope of the Euro Term and
Revolving Facilities Agreement, respectively of €3,375 thousand and €750 thousand;
- an increase in other financial liabilities of €998 thousand mainly due to the increase in payables
for assets subject to financial leasing of €1,413 thousand partly offset by the repayment of the
payable relating to the acquisition of the equity investment in Expert Società Consortile per Azioni
(the “Expert consortium”) which took place in 2013 of €184 thousand and the decrease in the
payable to factoring companies of €169 thousand;
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- the distribution of an extraordinary dividend of €3,880 thousand by using part of the reserves,
resulting from the financial statements for the financial year ended 29 February 2016.
Specifically, in the Call Option Agreement these options give the right to subscribe a certain portion
of the share capital of Venice Holdings at a fixed issue price equal to: 792 Euro units for the first
tranche (tranche A and tranche B) plus 8% per year from 30 November 2013 until the time the
option is exercised and 792 Euro units for the second tranche (tranche B) plus 25% per year from 30
November until the time the option is exercised.
Following the merger by incorporation of Venice Holdings into Italian Electronics Holdings, the
commitments undertaken pursuant to the Call Option Agreement were confirmed. Therefore the
managers and employees who signed the agreement had the right to subscribe shares in the capital
increase which will be approved by the shareholders' meeting of Italian Electronics Holdings if the
change of control takes place pursuant the Call Option Agreement.
During the financial year ended 28 February 2017 the Company launched all the internal
preparatory activities for the listing of the Company's shares on the Mercato Telematico Azionario
organised and managed by Borsa Italiana S.p.A.. The listing project was formally ratified by the
Shareholders' Meeting of 12 December 2016. Following the launch of this listing process, in order
to confirm the promotion of the Call Option Agreement recipients the reference shareholder (Italian
Electronics Holdings) sought, at the beginning of February 2017, to change the original option plan
by renouncing the previous Call Option Agreement and, at the same time, assigning a new option
plan called the Transaction Bonus lasting 5 years which included the commitment of Italian
Electronics Holdings (i) if the result of the admission to listing process is positive, the allocation to
certain Company managers, on the day of the establishment of the placement price, by Italian
Electronics Holdings, of a number of Company shares free of charge, with the obligation to sell the
shares granted on the day of the placement and to other managers of a sum in Euros equal to the
value of a pre-established number of shares at the placement price; (ii) in the case of the sale to a
third-party of all or some of the Company shares, the granting to certain Company managers and
employees, before the transfer to third-parties, by Italian Electronics Holdings, of a number of
Company shares free of charge, with the obligation to sell the shares granted to the third-party
buyer. The realisation of events was mutually exclusive therefore, as the first event is realised in
terms of time, the possibility of the second event automatically becomes ineffective. On 4 April
2017, the parent company Italian Electronics Holdings completed the process of listing Unieuro
S.p.A. shares on the STAR Segment of the Mercato Telematico Azionario of Borsa Italiana S.p.A.,
placing 31.8% of the Company's share capital for a total value of €70 million.
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The revision of the granting mechanism, which took place through the renunciation of the previous
Call Option Agreement and the simultaneous signing of the Transaction Bonus by the recipients
was configured as a change to the existing plan which caused an acceleration event in the vesting
period.
At the date that these financial statements were prepared, the new deadline considered for the
servicing period of the recipients for the purpose of the definition of the vesting period, was 4 April
2017, the placement date of the shares on the Mercato Telematico Azionario. The amount of
personnel costs to be allocated to the income statement with the offsetting item being the specific
reserve for share-based payments was therefore revised in the light of the new vesting deadline.
In the financial statements the evaluation of the probable market price of the options is recorded
using the binomial method (Cox – Ross – Rubinstein). Taking into account that the time at which
the transfer of control of Venice Holdings will take place is not known, management identified
various dates and, later on, allocated each of them a probability rate. The other theories underlying
the calculation were volatility, risk rate (equal to the return of securities in the Eurozone (AAA)
maturing close to the date on which the exercising of the options is scheduled), the amount of
dividends anticipated. Lastly, consistent with the provisions of IFRS 2, for the purpose of
estimating the fair value of the options, the value was adjusted applying a discount for lack of
liquidity.
When measuring the fair value at the allocation date of the share-based payment, the following data
was used:
Tranche A Tranche B
Tranche A Tranche B
Existing at the start of the financial year 9,305 7,671 4,653 3,836
119
Existing at the end of the financial year - 9,305 - 4,653
Not granted at the start of the financial year 4,902 4,902 2,451 2,451
Exercisable at the end of the financial year - - - -
Contribution from merger - - - -
Note that, as mentioned above, the Transaction Bonus constitutes a change to the existing plan
which caused an acceleration event in the vesting period.
On 6 February 2017 the Company's Extraordinary Shareholders' Meeting approved the adoption of
a stock option plan (the "Plan") reserved for executive directors, contractors and employees (senior
managers and otherwise) of the Company. The Plan envisages the grant of ordinary shares deriving
from a capital increase with no pre-emption right pursuant to Article 2441, paragraphs 5 and 8,
Italian Civil Code, resolved upon by the Shareholders' Meeting on the same date.
The Plan has the following objectives: (i) to focus the attention of people covered by the plan on
matters of strategic importance to the Company, (ii) to increase loyalty among people covered by
the plan and incentivise them to remain with the Company, (iii) to increase the competitiveness of
the company by identifying medium-term objectives and promoting the creation of value both for
the company and its shareholders, and (iv) to ensure that the overall remuneration of the people
covered by the plan remains competitive on the market.
The implementation and determination of the specific characteristics of the Plan were delegated by
the same Shareholders' Meeting to the company's Board of Directors, which will take place after the
start date of trading in the Company's shares.
The Plan is also subject to the terms and conditions described below:
- Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of the Company by 31 July 2017 (“IPO”);
- Recipients: the Plan is aimed at directors with executive duties, collaborators and employees
(managers and otherwise) of the Company (“Recipients”) to be identified by the Board of
Directors;
- Object: the object of the Plan is to grant the Recipients option rights that are not transferable
by act inter vivos for the purchase or subscription against payment of ordinary shares in the
Company for a maximum of 860,215 options, each of which entitling the bearer to subscribe
one newly issued ordinary share (“Options”). If the target is exceeded with a performance of
120%, the number of Options will increased up to 1,032,258. A share capital increase was
approved for this purpose for a nominal maximum of €206,452, in addition to the share
premium, for a total value (capital plus premium) equal to the price at which the Company's
shares will be placed on the MTA through the issuing of a maximum of 1,032,258 ordinary
shares;
- Granting: the options will be granted in one or more tranches and the number of Options in
each tranche will be decided by the Board of Directors following consultation with the
120
Remuneration Committee;
- Exercising of the rights: the Board of Directors is empowered to set the terms, conditions
and procedures for the grant, implementation and exercise of the option rights, defining
these in the regulations (the “Regulations”), however the shares can only be subscribed after
31 July 2020 and within the final deadline of 31 July 2025;
- Vesting: the existence and extent of each recipient's right to exercise the options will be
verified on 31 July 2020 in relation to the achievement of the objectives, in terms of
distributable profits, indicated in the business plan on the basis of the following criteria:
o in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
o if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
o if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
- Exercise price: the exercise price of the Options will be equal to the placement price on the
day of the IPO;
- Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July 2025.
Also on 6 February 2017, the Shareholders' Meeting authorised the Board of Directors to determine
criteria for identifying beneficiaries and a number of Options to assign to the beneficiaries of the
Plan, based on objective and predetermined criteria in the interest of the Company, to be indicated
in the relevant Regulations. The Board of Directors must also determine a maximum number of
Options for each beneficiary, to be decided in accordance with the terms and conditions set out in
the Regulations, also considering the role performed within the company's organisation.
6 RELATED-PARTY TRANSACTIONS
The tables below summarise the Company's credit and debt relations with related-parties as at 28
February 2017 and 29 February 2016:
(Amounts in euro thousand) Credit and debt relations with related-parties as at 28 February 2017
Impact
Total
Italian Rhône on
Ni.Ma Statutory Board of Main balance
Type Electronics Capital Total balance
S.r.l. Auditors Directors managers sheet
Holdings II L.P. sheet
items
item
As at 28 February 2017
Trade receivables 179 65 - - - 244 35,203 0.7%
Trade payables - (15) - - - (15) (334,546) 0.0%
121
Current tax assets 4,042 - - - - 4,042 7,955 50.8%
Other current liabilities - - (29) (80) (417) (624) (1,150) (140,327) 0.8%
Other non-current liabilities - - - - - - (21) 0.0%
Total 4,221 50 (29) (80) (417) (624) 3,121
(Amounts in euro
Credit and debt relations with related-parties as at 29 February 2016
thousand)
Impact
Italian Total
Venice Italian Rhône on
Electronics Ni.Ma Board of Main balance
Type Holdings Electronics Capital Total balance
Holdings S.r.l. Directors managers sheet
S.r.l. S.r.l. II L.P. sheet
S.r.l. items
item
As at 29 February
2016
Trade receivables 24 6 116 82 - - - 228 35,354 0.6%
Trade payables - - - (17) - - - (17) (333,372) 0.0%
Current tax assets - - 3,195 - - - - 3,195 8,082 39.5%
(Current portion) of
- - (998) - - - - (998) (998) 100.0%
Shareholders' loan
(Non-current portion)
- - (19,444) - - - - (19,444) (19,444) 100.0%
of Shareholders' loan
Other current
- - - - (100) (942) (628) (1,670) (113,179) 1.5%
liabilities
Total 24 6 (17,131) 65 (100) (942) (628) (18,706)
The table below summarises the Company's economic relations with related-parties as at 28
February 2017 and 29 February 2016:
122
With regard to the periods under consideration, credit/debit and economic relations with related-
parties mainly refer to:
- rental fees relating to the Company's registered office in Forlì, several sales points and the
debiting of insurance costs invoiced by Ni.Ma S.r.l., a company with its registered office in
Forlì and invested in by several members of the Silvestrini family (Giuseppe Silvestrini, Maria
Grazia Silvestrini, Luciano Vespignani and Gianpaola Gazzoni, respectively who each own
25% of the share capital, who are also shareholders of Italian Electronics Holdings);
- bookkeeping services by employees of the Company with regard to the parent companies
Venice Holdings S.r.l., Italian Electronics Holdings and Italian Electronics;
- national tax consolidation scheme, where the option was exercised in 2015 and generated
receivables for the Company from the parent and consolidating company Italian Electronics;
- relations with Directors and Main Managers, summarised in the table below:
Main managers
Year ended 28 February 2017 Year ended 29 February 2016
Chief Executive Officer - Giancarlo Nicosanti
Admin & Control Director- Nicola Sautto
Monterastelli
Chief Financial Officer - Italo Valenti CRM Director – Luca Rosetti
Chief Corporate Development Officer - Andrea Scozzoli Chief Omnichannel Officer- Bruna Olivieri
Chief Omnichannel Officer - Bruna Olivieri Chief Financial Officer- Andrea Scozzoli
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
ICT Director- Massimo Cova
The gross pay of the main managers includes all remuneration components (benefits, bonuses and
gross remuneration).
The table below summarises the Company's cash flows with related-parties as at 28 February 2017
and 29 February 2016:
123
(Amounts in euro thousand) Related-parties
Italian Total
Venice Italian Rhône Impact on
Electronics Ni.Ma Statutory Board of Main balance
Type Holdings Electronics Capital II Total balance
Holdings S.r.l. Auditors Directors managers sheet
S.r.l. S.r.l. L.P. sheet item
S.r.l. items
Period from 1 March 2015 to 29
February 2016
Cash flow from (used in) operating
5 5 (2,381) (1,070) (120) (1,048) (972) (1,024) (6,605) 54,687 (12.1%)
activities
Cash flow from (used in) financing
- - (104) - - - - - (104) (10,971) 0.9%
activities
7 OTHER INFORMATION
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that, at the date
of the approval of these financial statements, the provisions set aside are sufficient to guarantee the
correct representation of the financial information.
The Company has commitments mainly resulting from lease agreements for premises where sales
activities are conducted (stores) and administration and control activities (corporate functions at the
Forlì offices) and logistics warehouses for the management of inventories.
As at 28 February 2017 the amount of future operating lease payments is given below:
As at 29 February 2016 the amount of future operating lease payments is given below:
124
Future operating lease payments 47,600 54,248 2,015 103,863
Future operating lease payments fell by €23,642 thousand in the year ended 28 February 2017
compared with the year ended 29 February 2016, mainly as a result of the renegotiation with several
tenants of the main contractual conditions with special reference to the early withdrawal clause,
which led to a reduction in the medium- and long-term exposure.
Payments to the independent auditors and its network for legally-required audits and other services
as at 28 February 2017 are highlighted below:
Subsequent events
No events occurred after the reference date of the financial statements that require adjustments to
the values reported in the financial statements.
On 23 February 2017 Unieuro, as the buyer, signed an agreement with Project Shop Land S.p.A., as
the vendor, for the purchase of 100% of the share capital of Monclick S.r.l. (“Monclick”). The price
agreed by the parties was €10,000 thousand and the acquisition of the shares by Unieuro is
conditional on the verification of the following conditions: (a) obtaining all the authorisations from
the competent antitrust authorities which do not contain conditions or obligations for the Company
or for Monclick; (b) obtaining the consent of the Lending Banks for the execution of the purchase
transaction. The contract is expected to be concluded in June 2017. Through the acquisition of
Monclick, the Company intends to strengthen its position in the online sales sector (exploiting
Monclick's competitive position) and to launch and develop, as the leading specialist operator, the
marketing of electronic consumer goods in the B2B2C channel.
On 4 April 2017 the Company was admitted to listing of its ordinary shares on the STAR Segment
of the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A.. The listing
project launched in 2017 was formally ratified by the Shareholders' Meeting of 12 December 2016.
On 18 April 2018 the Company bought a business unit from Andreoli S.p.A. in an arrangement with
creditors. The business unit is composed of 21 direct sales points, mainly located in shopping malls
and between 1200 and 1500 m2 in size. The chain purchased currently operates through the
Euronics brand in south Lazio, Abruzzo and Molise, and in 2015 its retail turnover was
approximately €94 million with positive margins, employing more than 300 people.
The stores will be taken over without warehouses and subjected to a hard-hitting relaunch plan,
which, from the early weeks of adopting the Unieuro brand, will involve the refitting of the spaces,
125
the restocking of products and the adoption of new information systems, with the goal of reaching
sales and profitability targets over the space of 18-24 months.
The acquisition of the Andreoli business unit took place following participation in the competitive
tender procedure launched by the Court of Latina pursuant to Article 163 bis of the Bankruptcy
Law.
The value of the transaction, which took place without the assumption of the financial debts and/or
with regard to suppliers, was 12.2 million, of which €3.9 million was already paid in the form of a
deposit and €8.3 million to be paid as the balance on the completion of the transaction, expected to
be within 30 days of the awarding of the business abstract. The transaction will be funded with
recourse to the cash and cash equivalents and to the lines of credit made available by lending
institutions.
From 3 May 2017, the greenshoe option granted by Italian Electronics Holdings was partially
exercised by 537,936 shares compared to the 636,363 shares that had been the object of the Over
Allotment. The purchase price of the shares that were the object of the greenshoe option was €11.00
per share, which corresponds to the offer price which was set for the institutional placement,
totalling €5,917 thousand. The share settlement relative to the greenshoe option took place on 8
May 2017.
The institutional placement as at the date of this report therefore refers to a total of 6,901,573
ordinary shares of Unieuro S.p.A., or 35% of the share capital, totalling approximately €75,917
thousand.
Dear Shareholders,
- the approval of the Company's financial statements for the business year ended 28 February
2017, which recorded a profit of €11,586,818.08 and the Director's Report on Operations;
- the distribution of a unit dividend on €1 (one) per ordinary share for a total sum of
€20,000,000.00, including: €11,586,818.08 in respect of the 2017 profit and €8,413,181.92 by using
the distributable reserves.
______________________________
126
APPENDIX 1
Statement of Financial Position as at 28/02/2017 prepared applying the provisions pursuant to Consob
Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.
Year ended
(amounts in euro thousand) Of which Of which
with % 29 February with %
28 February 2017
Related- Weighting 2016 Related- Weighting
Parties Parties
127
APPENDIX 2
Income Statement as at 28/02/2017 prepared applying the provisions pursuant to Consob Resolution 15519
of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.
Year ended
(amounts in euro thousand) Of Of
28 which 29 which
% %
February with February with
Weighting Weighting
2017 Related- 2016 Related-
Parties Parties
Profit (loss) for the year 11,587 (9,142) (78.9%) 10,642 (8,292) (77.9%)
128
APPENDIX 3
Cash Flow Statement as at 28/02/2017 prepared applying the provisions pursuant to Consob Resolution
15519 of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.
Year ended
(amounts in euro thousand) Of which Of which
28 February with % 29 February with %
2017 Related- Weighting 2016 Related- Weighting
Parties Parties
Changes in:
-Inventories (5,178) (41,067)
-Trade receivables 151 (16) (10.6%) (2,399) 75 (3.1%)
-Trade payables 1,174 (2) (0.2%) 29,607 17 0.1%
-Other changes in operating assets and liabilities 23,488 (1,367) (5.8%) 32,445 (726) (2.2%)
Cash flows from (used in) operating activities 19,635 (6,761) (34.4%) 18,586 (6,605) (35.5%)
Net cash flow from (used in) operating activities 56,523 (6,761) (12.0%) 54,687 (6,605) (12.1%)
Increase/(Decrease) in cash and cash equivalents 1,225 (31,083) (2,537.4%) 22,475 (6,709) (29.9%)
OPENING CASH AND CASH EQUIVALENTS 35,441 12,966
Net increase/(Decrease) in cash and cash equivalents 1,225 22,475
CLOSING CASH AND CASH EQUIVALENTS 36,666 35,441
129
APPENDIX 4
Income Statement as at 28/02/2017 prepared applying the provisions pursuant to Consob Resolution 15519
of 27/07/2006 and Consob Communication DEM/6064293 of 28/07/2006.
Year ended
(amounts in euro thousand) Of which 29 Of which
28 February % %
non- February non-
2017 Weighting Weighting
recurring 2016 recurring
Profit (loss) for the year 11,587 (17,574) (151.7%) 10,642 (5,344) (50.2%)
130
ATTESTATION OF THE FINANCIAL STATEMENTS OF THE UNIEURO S.P.A. AS AT
FEBRUARY 28, 2017, PURSUANT TO ARTICLE 81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND
INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive Officer
of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible for the
preparation of the Company’s financial statements, pursuant to Article 154-bis, paragraphs 3 and
4, of the Italian Legislative Decree 58 of 24 February 1998, hereby certify:
- have been drawn up in accordance with the international accounting standards recognised
in the European Union under the EC regulation 1606/2002 of the European Parliament and
of the Council, dated July 19, 2002;
- are consistent with the entries in the accounting books and records;
- provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer.
The directors’ report includes a reliable analysis of how the business has been carried out and
of its results, along with a description of the main risks and uncertainties for the Company.
Managing director and Chief Executive Officer Executive Officer Responsible for the preparation
of the financial statements of the company
131
132
133
134
135
136
137
Annual Financial
Report
as at 28 February 2018
as at 28 February 2018
Annual Financial
Report
as at 28 February 2018
OMNICHANNEL
TOGETHERNESS
We are in lots of places in order to be close to you.
WE ARE HERE,
BECAUSE WE WANT TO BE.
CONTENTS
Annual Financial Report
as at 28 February 2018
Unieuro at a glance
Corporate Bodies 10
Highlights 14
Values 20
History 24
Investor Relations 30
Annual Financial Report as at 28 February 2018 4 - 5
Director’s Report 35
Consolidated revenues now close to €1.9 billion, a rise of 12.8% year on year and one
step closer to being the market leader, driven by the acquisition made during the
year, the opening of new sales outlets, as well as the growth of the online business,
in the context of the good performance of the network of stores.
While many players are facing difficulties that are sometimes devastating and that
they have usually not experienced until now, Unieuro is on the fast track going
against the prevailing trend, leveraging a centralised and winning business model
and a wholeheartedly omnichannel approach, totally benefiting customers and
their increasingly personalised shopping experiences.
At a glance 6 - 7
Alongside this we will continue to invest in innovation to digitalise our stores and
develop advanced features for the online platforms with the goal of making each
customer’s omnichannel experience increasingly more practical and pleasant. The
level of service will gain a further impetus from the inauguration, planned for the
end of summer, of the new Piacenza logistics platform: a structure that is twice the
size of the current one, with cutting-edge technology and capable of synergically
supporting the growth of all channels. People will remain at the centre of our
development initiatives, in the awareness that a motivated, prepared team can
make a difference, nowadays even more than in the past.
In the light of income and financial dynamics that are positive in all aspects, good
growth prospects and a strategy that has proved itself to be successful, we can
confirm that we are satisfied and confident of being able to continue to create value
for all our stakeholders, starting with our shareholders to whom this year too we
plan to distribute a particularly generous dividend.
The financial market, currently the majority shareholder of Unieuro by virtue of a free
float consistently above 50%, has demonstrated that it appreciates our equity story
and believes in the ambitious strategic goals we have set ourselves, as confirmed
by the good liquidity of the stock and the success of the two share placements in
2017. Our aim is to continue to reward this confidence, demonstrating that we are
worthy of the faith placed in us.
BOARD OF DIRECTORS
SUPERVISORY BODY
Product categories
2017/18 1,873.8
+12.8%
2016/17 1,660.5
225 272
Direct Operated Stores Affiliated Stores
At a glance 14 - 15
Founded at the end of the Thirties by Vittorio Silvestrini, Unieuro S.p.A. is currently the
largest omnichannel distributor of consumer electronics and domestic appliances
by number of stores in Italy, with a strongly centralised business model and an omnichannel
approach.
1937
2017/18 68.9
+5.4%
2016/17 65.4
2017/18 39.4
+8.5%
2016/17 36.3
2017/18
4.5
+2.5 €m
2016/17
2.0
2017/18 66.7
+67.8%
2016/17 39.7
At a glance 16 - 17
2017/18 -205.3
+37.1%
2016/17 -149.7
VISION
MISSION
PASSION PROXIMITY
EXPERIENCE COMMITMENT
99% 4,575
Brand Awareness Employees
At a glance 20 - 21
RESPONSIBILITY
Unieuro’s roots are based in the entrepreneurial history of the Silvestrini family, who, over
the course of the years, knew how to grow the business gradually, anticipating market
trends getting strategically stronger.
When the private equity Rhône Capital fund joined the Company launched a path of
external and internal growth which led to it reaching a national leadership position.
The foundation
Vittorio Silvestrini opened the first store in Brisighella (Ravenna)
30’s - 50’s
for the retail sales of gas ovens, wood-fired stoves, radios and
sewing machines. In 1958, the first retail and wholesale point
of sale was launched.
The generational change and the launch of the path of growth
In 1973, Giuseppe and Maria Grazia Silvestrini took over the
helm of the business from their father Vittorio. Between 1979
and 1980, they launched an initial growth path through the
establishment of C.I.D.E.L. s.n.c. di Silvestrini Maria Grazia & C.
which, in 1980, became S.G.M. Distribuzione S.r.l. (the current
Unieuro S.p.A.).
Consolidation
2000 S.G.M. Distribuzione S.r.l. became part of Expert Italy S.p.A.
-
2001 Consortile, in a short time becoming one of the main consortia
in terms of sale volumes thanks to the opening of new points
of sale mainly in Northern and Central Italy. The chain adopted
the new Marco Polo-Expert brand.
In 2001, the physical stores in the chain were supported by
e-commerce activity through the launch of the marcopoloshop.
it platform, the website in Italy that pioneered the multichannel
approach thanks to the in-store pick up service.
External growth
2007 S.G.M. Distribuzione signed a series of strategic acquisitions
-
2012 from several important players (Consumer Electronics S.p.A.,
Eldo Italia S.p.A. and a group of four Italian companies
operating in the sector) which led to the chain quadrupling the
number of points of sale managed directly, going from 21 in
2006 to 81 in 2013.
Performance since
the IPO: +18.36%
FY 2016/17 dividend: Euro 1.00 per share
Absolute return since
the IPO: +27.45%
FY 2017/18*
average price: Euro 14.73
FY 2017/18* daily
average volumes: 157,414 shares
FY 2017/18* daily
average turnover: Euro 2,350,818
SHARE PERFORMANCE
20
18
16
14
12
10
0
03. APR. 2017
MAY 2017
JUNE 2017
JULY 2017
AUG. 2017
SEPT. 2017
OCT. 2017
NOV. 2017
DEC. 2017
JAN. 2018
OWNERSHIP STRUCTURE
Main shareholders as at 28 February 2018 (holding more than 2% of the Share Capital),
according to available information, are:
Shareholder
Rhône Capital
(through Italian Electronics Holdings S.à.r.l.) 33.8 %
Silvestrini family
(through Alexander S.r.l. and Victor S.r.l.) 4.7 %
1. Introduction 38
2. Procedural note 39
3. Accounting policies 40
a. Local presence 45
c. Retail Mix 47
6. Market performance 49
9. Performance of Unieuro 69
Director’s Report 36 - 37
11. Investments 72
On 4 April 2017, Italian Electronics Holdings S.r.l. placed on the MTA (telematic stock
market) – STAR Segment of Borsa Italiana S.p.A. 31.8% of the share capital of Unieuro
S.p.A., equal to 6,363,637 ordinary shares at a price of €11 per share.
From 3 May 2017, the greenshoe option granted by Italian Electronics Holdings S.r.l. was
partially exercised by 537,936 shares compared with the 636,363 shares that had been
the object of the Over Allotment. The purchase price of the shares that were the subject
of the greenshoe option was €11.00 per share, which corresponds to the offer price that
was set for the placement, totalling €5.9 million. The share settlement relative to the
greenshoe option took place on 8 May 2017.
Therefore, the placement covered a total of 6,901,573 ordinary shares of Unieuro S.p.A,
equal to 34.51% of the share capital, for a total value of approximately €75.9 million.
On 17 October 2017, the partial demerger of Italian Electronics Holdings S.r.l. in favour of
eight newly incorporated companies became effective. Subsequently, Italian Electronics
Holdings S.r.l. transferred its registered office to Luxembourg, changing its company name
to Italian Electronics Holdings S.à.r.l. (hereinafter also “Italian Electronics Holdings”) and
has entered into a reverse merger with International Retail Holdings S.à.r.l.. Following the
above transactions, it is 100% indirectly owned by the private equity fund Rhône Capital.
As at the date of this Annual Report, Italian Electronics Holdings owns a shareholding of
33.82% in Unieuro, which, in the light of the shareholding structure, means it maintains ex
art. 93 TUF control of Unieuro.
Director’s Report 38 - 39
2. PROCEDURAL NOTE
Below in this Directors’ Report on operations is information on consolidated revenues,
consolidated profitability and balance sheet and cash flows of the Unieuro Group as at
28 February 2018 compared with the figures of Unieuro S.p.A. for the previous financial
year ended 28 February 2017.
Unless otherwise indicated, all amounts are stated in millions of Euros. Amounts and
percentages were calculated on amounts in thousands of Euros and, thus, any differences
found in certain tables are due to rounding.
3. ACCOUNTING POLICIES
This Annual Report, as at 28 February 2018, was prepared in compliance with the
provisions of Article 154-ter, paragraph 5 of Legislative Decree 58/98 – T.U.F. – as
amended and supplemented – and in compliance with Article 2.2.3. of the Stock
Exchange Regulation.
The accounting standards used by the Group are the International Financial Reporting
Standards endorsed by the European Union (“IFRS”) and the application of Legislative
Decree 38/2005 and other CONSOB provisions on financial statements, in accordance
with the amortized cost criterion (with the exception of derivative financial instruments
valued at current value) as well as the assumption of business continuity.
To facilitate the understanding of the Group’s economic and financial progress, some
Alternative Performance Indicators (“APIs”) are indicated. For a correct interpretation
of the APIs, note the following: (i) these indicators were created exclusively on the
basis of the Group’s historical data and are not indicative of future performance, (ii)
the APIs are not specified in IFRS and, while they are derived from the consolidated
financial statements, they are not audited, (iii) the APIs should not be considered a
substitute of the indicators required by established accounting standards (IFRS), (iv)
these APIs must be read in conjunction with the Group’s financial information taken
from the consolidated financial statements, (v) since the definitions and criteria used to
determine the indicators used by the Group are not based on established accounting
standards, they may not be standardised with those used by other companies or groups
and, thus, they may not be comparable with those that may be presented by such
entities and (vi) the APIs used by the Group continue to have the same definitions and
descriptions for all years for which financial information is included in the consolidated
financial statements.
fully described below in the API “Consolidated adjusted EBITDA”) and, thus, they make
it possible to analyse the Group’s performance in a more standardised manner in the
years reported in the annual report.
Year ended
Operating indicators
Cash flows
Consolidated Adjusted levered
free cash flow6 66.7 39.7
1
Adjusted indicators are not identified as accounting measures in the IFRS and, thus should not be
considered as alternative measures for assessing the Group’s results. Since the composition of these
indicators is not governed by established accounting standards, the calculation criterion applied by the
Group might not be the same as that used by other companies or with any criterion the Group might use
or create in the future, which therefore will not be comparable.
2
Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income)
and (ii) the impact from the adjustment of revenues for extended warranty services net of related
estimated future costs to provide the assistance service, as a result of the change in the business model
for directly managed assistance services. See paragraph 7.2 for additional details.
3
The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
4
The Adjusted Consolidated Profit (Loss) for the year is calculated as the Consolidated Profit (Loss) for
the year adjusted by (i) the adjustments incorporated in the Consolidated Adjusted EBITDA, (ii) the
adjustments of the non-recurring financial expenses/(income) and (iii) the theoretical tax impact of these
adjustments.
5
In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA
indicator the Consolidated Adjusted EBIDTA figure for the last twelve months was taken into consideration.
6
Consolidated adjusted levered free cash flow is defined as cash flow generated/absorbed by operating
activities net of investment activities adjusted for non-recurring investments and other non-recurring
operating flows and including adjustments for non-recurring expenses (income) and net of their non-cash
component and the related tax impact. See paragraph 7.5 for additional details.
Year ended
7
Like-for-like growth: method for comparing sales of direct points of sale including click-and-collect sales
for the current year, with sales for the previous year for the same number of points of sale and, thus, in
accordance with the criterion of being operational for at least 26 months.
8
Physical pick-up points for customer orders using the online channel.
9
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area
devoted to sales in all direct points of sale.
10
Average annual number of full-time-equivalent employees.
Director’s Report 42 - 43
4. PROFILE OF THE
UNIEURO GROUP
The Unieuro Group came into existence following the acquisition by Unieuro S.p.A. of the
entire share capital of Monclick S.r.l., consolidated from 1 June 2017.
Unieuro S.p.A. was founded at the end of the 1930s by Vittorio Silvestrini and is now
the largest Italian chain of consumer electronics and appliances by number of points
of sale and it operates as an integrated omnichannel distributor in four major product
segments: Grey (telephone systems, computers and photos), White (large and small
appliances), Brown (consumer electronics and media storage), Other Products (consoles,
video games, bicycles), offering a wide range of services alongside such as delivery and
installation, extended warranties and consumer financing.
Monclick S.r.l. sells I.T., electronic and telephone system products and appliances online
in Italy through its website www.monclick.it, offering a catalogue with over 70,000 items
and guaranteeing a comprehensive purchasing experience, completed through the home
delivery and installation of the chosen product. It also operates in the segment known as
B2B2C, where the customers are operators which need to purchase electronic products
to distribute to their regular customers or employees to accumulate points or participate
in competitions or incentive plans.
The Group’s mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.
The Group adopts an omnichannel approach for this, placing a variety of integrated
purchasing methods at the disposal of customers in order to accommodate increasingly
destructured and personal purchasing processes. In addition to the extensive network
of direct sales outlets (Retail and Travel channels11) and indirect (Wholesale channel)
which, as at 28 February 2018, numbered 497 sales outlets including 225 direct and 272
branches, Unieuro has an online channel operating through the digital platform unieuro.
it - which allows customers to order products and opt for home delivery or collection
at a direct sales outlet of branch – and the e-tailer Monclick. The Group’s products are
completed by the B2B channel, targeting professional domestic and foreign customers
that operate in industries other than those where the Group operates, such as banks and
hotel chains, including the B2B2C segment.
Unieuro operates using the same name brand, which was revitalised in 2014 with a new
graphic identity and new positioning and which reached a 99% brand awareness level
also thanks to the unique and memorable pay-off, “Batte. Forte. Sempre”.
11
The Travel sales channel sells products through major public transportation hubs through direct points of sale.
Buoyed by a distinctly centralised business model which is a distinctive element in the
Italian scenario, Unieuro S.p.A. has unique headquarters in Forlì and a single logistics
centre in Piacenza, at the service of all the sales channels.
The Group has a staff of more than 4,600 employees and consolidated revenues which,
in the year to 28 February 2018, reached €1.9 billion. This has been possible thanks to
both the organic growth, especially in e-commerce and, thanks to the consolidation
strategy undertaken, that led to Unieuro acquiring a total of 41 stores during the year
previously managed by competitors, confirming it as the main omnichannel consolidator
of consumer electronics in Italy.
Since April 2017, Unieuro’s shares have been listed on the STAR segment of the Milan
Stock Exchange, with a free punctual float equal to 52% of the Company’s share capital.
Director’s Report 44 - 45
5. STRATEGY AND
BUSINESS MODEL
The financial year ended 28 february 2018 saw the strengthening of the Group’s
Omnichannel strategy. In this year, the focus was also on the profitable growth of the
business, increasing the market share in product categories supporting market trends
and developing the key importance of customers thanks to the opportunities offered by
the Omnichannel approach.
By leveraging its unique assets, the Group is seen as a natural consumer electronics
market consolidator due in part to a process of focusing on strategic priorities, the pillars
of which still are:
- Local presence
- Maximising the customer experience
- Retail Mix
a. Local presence
The Group recognises that it is witnessing a structural change in the market and shopping
habits of consumers. In fact, there is a paradigm shift going on in the market: the Internet
enhances customer awareness in terms of product knowledge, opens new opportunities
for streamlining the process of obtaining information and the shopping process and it
is actually changing the relationship between customers and manufacturers, but also
between customers and retailers.
The purpose of the process of developing a network of direct and indirect points of sale
is to achieve market penetration in areas currently not covered and also to enhance the
brand’s image, including through the development of differentiated formats that promote
the aspect of providing local stores.
In this regard - to support its market expansion and consolidation strategy - continuing
the analysis of activities in Italy - in this financial year too new sales outlets were
opened (21 sales outlets purchased from Andreoli S.p.A., in composition with creditors,
operational since 1 July 2017; 1 flagship store in the Euroma2 shopping centre, 19 sales
outlets purchased from Gruppo Cerioni S.p.A plus the new openings in the period in
question, totalling 5 retail sales outlets in Bergamo, Novara, Genoa, Rome Trastevere and,
most recently, on 8 December, in Modena).
The Travel segment was also expanded with new openings at the airports of Capodichino
and Orio al Serio as well as the sales outlet located at the Turin Porta Nuova railway
station, which opened at the end of the previous financial year.
The concept of a local presence, i.e., integration in the digital ecosystem (from search
engines to the major social networks) was also introduced in the online segment. In
addition, the position of the digital channel was strengthened during the year thanks to
the acquisition of Monclick S.r.l..
The improvement of total awareness and strong leadership in the total recall of advertising
as compared with competitors has made it possible to increase the intention to buy by
one percentage point over the previous year.
A structured process of gathering feedback from customers is used to set the direction of
change and optimise the various touchpoints. Through the establishment of new customer
satisfaction and data analysis metrics, customers are driving the ongoing improvement
process and positioning the company as a leader in the customer experience in the retail
segment.
In this context, the Group has developed a scalable layout of its point of sale that can be
adapted to various available structures (from a nearby store to a megastore) and that
facilitates the path followed by the customer in the store giving him/her easy access to
key products and creating areas to handle products in order to compare them.
The Unieuro Group’s commitment to spread this efficient and unique layout is also
reflected in the work programme for stores that each year includes the remodelling and
relocation of its points of sale to maintain their popularity. During the year, 11 direct and
19 indirect points of sale were also remodelled, and 3 points of sale were relocated to
structures that better meet customer needs.
Points of sale have taken on a new role with a high emphasis on testing activities and they
have become a place where the vertical product skills of the sales staff can be leveraged
to provide purchase recommendations.
The process of developing the e-commerce division has in fact leveraged the concept of
Director’s Report 46 - 47
a flexible approach to using media and various touchpoints involving the affirmation of
several devices in the process of searching for information and closing the purchase. The
restructuring of the communications strategy involving the revamped site and the new
App (900,000 downloads) made it possible to optimise sales performance with a growth
rate greater than that of the entire online sector. The user experience tends to emphasize
product research and maximise conversion rate by facilitating the purchase process on a
site that had 72 million visitors in the year ended 28 February 2018.
The strong trust built with its customer base is reflected in the high number of members
in the UnieuroClub loyalty programme, which has also made it possible to support the
personalisation of the strategy to sign up customers.
c. Retail Mix
The Unieuro Group is able to offer its customers a broad range of appliances and
consumer electronics goods and is one of the leading operators with points of sale in
terms of the breadth and completeness of products offered to customers. The proven
experience in buying processes together with a natural market concentration process
also made it possible during the year to enhance procurement planning procedures,
adopt a supplier selection process and implement the necessary controls to ensure the
ongoing verification of product performance and the service offered. On the one hand,
this has made it possible to strengthen the long-term relationship with vendors, who see
12
Net Promoter Score (NPS) is an indicator of customer experience, based on customer surveys using a single
question: “How likely would you recommend Unieuro to a friend or colleague? The assumed value of the NPS
ranges from -100 (in the case of all customers being brand detractors) to +100 (in the opposite case, all cu-
stomers are brand promoters). In view of its nature, NPS also assumes a predictive value with reference to the
future development of the business.
the Group as a reliable strategic partner capable of marketing their products and on the
other hand to:
• continue to optimise product assortment, pricing policies and promotions to enhance
synergies between channels in order to encourage the further strengthening of the
brand including through exclusive agreements with suppliers;
• focus growth on product lines in merchandise categories supporting market trends
allowing for an increase in its share;
• expand the availability of additional services currently offered to customers (e.g.
installation and set-up services, extended warranty services, consumer credit services
and the signing of phone contracts) to increasingly augment customer satisfaction.
The diversification of the distribution structure and the business model as a function of
the customer base (direct or indirect point of sale, local stores or megastores) is also
emphasized by diversifying assortment. The product range is specialised on the basis of
the store structure; for example, travel points of sale have a greater focus on telephone
systems and accessories. Over the years, Unieuro has been able to select a mix of points of
sale suited to its various customer bases and it will continue to carefully select distribution
structures and from time to time will assess the distribution structure most suitable for
specific locations.
Director’s Report 48 - 49
6. MARKET
PERFORMANCE13
The durable goods market in Italy has undergone a process of profound change in recent
years. The establishment of new buying behaviour and the flexibility of the touchpoints
that customers come into contact with are the main drivers of the change in consumer
trends which, together with the structural fragmentation of operators, are a feature of the
sector in Italy. The success of new promotional forms such as Black Friday have changed the
seasonality of the market, at the expense of performance in December and partly in October.
The structure of players operating in the market allows segmentation into the channels
indicated in the following table.
CHANNEL DESCRIPTION
• Large area, Multi-category Retailers: consumer electronics
is noi necessarily the core business
MASS MERCHANDISERS
• Hypermarkets; Supermarkets; Multi-category stores; Internet
Pure Player
• Consumer Electronics is The Core Business
• Large format shops (over 800 sqm and with a minimum
TECH SUPERSTORES
turnover of 2.5 million Euros)
• Predominantly Specialised Chains and Purchasing Groups
• Consumer Electronics is The Core Business
• Small format shops (under 800 sqm and with a turnover of
ELECTRICAL SPECIALISTS less than 2.5 million Euros)
• Predominantly Specialised Chain or Purchasing Group
Affiliates and above al lndependent Entrepreneurs.
• Consumer electronics is not the core business but specialises
TELECOM RETAILERS in the Telecom category
• They offer telephony products in combination with other services
• Consumer electronics is the core business, specialising in the
OTHER SPECIALISTS following segments: IT; Photography; Entertainment
• Small format shops often found in city centres
Last year, the Unieuro Group redefined its competitive arena thanks to operations that
reinforced its positioning in the retail market. In the Consumer segment its presence
in the Tech Superstore and the Electrical Specialist channel was strengthened thanks
to the opening of 7 new points of sale and the acquisition of 41 points of sale taken
over by Buying Group (an association of businesses operating under the same banner
but independent in entrepreneurial terms) while in the Online segment thanks to the
acquisition of Monclick S.r.l. the Unieuro Group reinforced its competitive position. The
Unieuro Group also operates in the B2B segment and markets services (warranties,
financing, etc.) and products which do not come under the scope of consumer
electronics.
The Omnichannel consolidation strategy rewarded the Group which, despite a decline in
13
The data relating to the market were prepared by the Group management based on analyses as of 28 Fe-
bruary 2018.
the expectations of the sector, achieved a performance that was better than the average
market growth rates in both the online and offline channels. This vision is supported by
findings of older markets in terms of e-commerce penetration in which retailers which
also operate via physical stores have been capable of maintaining market leadership
positions by adopting strategies based on redefining the role of stores. The integration of
the physical and online channels not only supports the purchasing experience but it also
empowers the satisfaction of a growing number of omnichannel customers enabling the
integration of added value services.
Specifically, the year ended with a fall of 0.7% in the Consumer market which affected
the performance of the Unieuro Group offline segment which experienced a decrease of
1.9%. The online segment recorded a slowdown in the growth rate which stood at +10.8%
bringing online penetration to around 13% (+1pp vs LY).
As far as trends relating to individual sectors are concerned, note the slowdown in the
growth of White goods (-0.1%) due mainly to the fall of the average price. This effect is
mainly related to the Large Appliances segment where the bundles which include an
appliance as a gift have raised the number of items handled without, however, being
offset in the growth in value. Home Comfort has made a large contribution to the sector,
mainly due to a particularly hot summer season. The Small Appliances segment on the
other hand has remained essentially unchanged both in terms of volumes and sales. With
regard to Brown goods, there was a decline in the market (-9.1%) related to the lack of
disruptive innovation in the world of TVs where sales are linked to increasingly bigger
sets. In the sphere of Grey goods (+1.3%) Telecom is the main contributor to the growth of
the sector absorbing the negative performance of the IT sector, where the fall was mainly
connected to the convergence between PCs and tablets as well as online competitive
pressure. Telephone systems is the main sector in terms of importance with a trend
exceeding 4%. The main producers of telephone systems, taking advantage of demand
for smart phones which has been essentially inelastic, are focusing increasingly on the
launch of top of the range models with a positive effect on the average market price. Also
note the increase in online penetration where a volume effect was also recorded over the
total value of the Telecom market.
In this scenario the Unieuro Group was capable of strengthening its shares in all product
and service lines offered. The Online channel, now close to 10% of consolidated revenues
(9.9%) recorded, taking into account the effects of the acquisition of Monclick S.r.l.,
revenues of €185.0 million, up 66.2% compared with €111.3 million in the previous year, a
performance even more significant in the context of the slowdown of the market trend.
The digital platform unieuro.it, relaunched in October 2016, contributed to the growth
generating €40.6 million in incremental revenue within the 12-month period, equal
to +36.5%. The success is ascribed to the continuous expansion of the pick-up point
network - also the result of the acquisition of sales outlets by Unieuro and their relaunch
in the omnichannel - as well as the positive results of the growth strategy in the high-
margins categories, specifically large and small appliances. Added to this is the constant
release of new functions and improvements to the platform, also aimed at improving the
safeguarding of the important mobile segment, vital for increasing the loyalty of existing
customers and attracting new ones at the same time. The acquisition of Monclick, one
Director’s Report 50 - 51
of the main Italian pure players specialised in consumer electronics and appliances,
consolidated from 1 June 2017, contributed to consolidated revenues in the channel of
€33.1 million.
The over-performance in both sales channels was driven in particular by the White
sector14 (+17.0%) and the Brown sector15 (+12.2%). In the latter sector which, despite of
the fall in demand and increase in the competitive pressure of specialists, the Unieuro
Group reported growth totally against the prevailing market trend. Specifically, note the
over-performance in the online segment of all sectors: White15 +54.8%; Brown15 +85.2%,
Grey15 61.8%, Entertainment15 +98.5%.
14
The growth figures by category and by individual channel of the Unieuro Group refer to the Consumer segment
only excluding Services and B2B and products outside of the scope of consumer electronics and also include
Travel sales to make them comparable with the market data which excludes these components.
15
The data relating to the market were prepared by the Group management based on analyses as of 28
February 2018.
7. GROUP OPERATING
AND FINANCIAL RESULTS
7.1. Consolidated revenues15
For the year ended 28 February 2018, consolidated revenues totalled €1,873.8 million, a
12.8% increase over the previous year, with an increase of €213.2 million.
During the year, the Unieuro Group continued its strategy to develop existing channels
by streamlining and improving the portfolio of direct stores through new openings and
acquisitions. The positive performance as well as the 7 new openings and the unbridled
organic growth of the online sector (+36.5% excluding the Monclick B2C contribution)
was positively affected by the 3 acquisitions made during the year: Monclick, the 21 former
Andreoli/Euronics stores, the former-Edom/Trony flagship store in the Euroma2 shopping
centre and the 19 former Cerioni/Euronics sales outlets, making a total contribution of
€175.4 million.
The Retail channel reported a 10.4% increase in sales mainly as a result of: (i) the reopening
of the 21 sales outlets purchased from Andreoli S.p.A., operational from 1 July 2017; (ii)
the acquisition of the flagship store in the Euroma2 shopping centre, which opened on
20 September 2017; (iii) the gradual reopening, from 16 November 2017 onwards, of the
19 sales outlets bought from Gruppo Cerioni S.p.A. and (iv) the new openings which took
place in the financial year in question, a total of 5 Retail sales outlets in Bergamo, Novara,
Genoa, Rome Trastevere and, most recently, on 8 December, in Modena.
The like-for-like growth of the distribution network or the performance of the stores
15
The data relating to the market were prepared by the Group management based on analyses as of 28
February 2018.
Director’s Report 52 - 53
open for at least 26 months since the year-end, which include both retail sales and Click
& Collect sales, fell by 1.9%, also as a result of the anticipated impact of the new stores
(not coming under the scope of like-for-like) on the existing network. On the other hand,
excluding the points of sale affected by this from the scope of the analysis because they
are adjacent to the stores acquired or stores which underwent exceptional relaunches (in
particular Rome Muratella, revamped in May 2016), like-for-like sales rose by 0.4%.
The Wholesale channel recorded a decrease in sales (around €9.4 million or 4.1%). The
continued and physiological action of streamlining the network has led to a fall of 8
sales outlets compared with the 28 February 2017, plus the anticipated impact of the
new direct stores on the Wholesale network. However, taking into consideration the
sales developed by the channel through the pick&pay arrangement, the affiliate network
recorded a positive performance significantly better than the reference market.
The consolidated revenues of the Online channel stand at €185.0 million, growth of 66.2%
compared with €111.3 million in the same period of the previous year. A performance that
is even more significant in the light of the slowdown in the growth trends of the online
market for consumer electronics and appliances in 2017. The digital platform unieuro.
it, relaunched in October 2016, contributed to the growth generating €40.6 million in
incremental revenue within the 12-month period, equal to +36.5%. The success is ascribed,
among other things, to commercial initiatives relating to Black Friday, to the continuous
expansion of the pick-up point network - also the result of the acquisition of sales outlets
by Unieuro and their relaunch in the omnichannel - as well as the positive results of the
growth strategy in the high-margins categories, specifically large and small appliances.
Added to this is the constant release of new functions and improvements to the platform,
also aimed at improving the safeguarding of the important mobile segment, vital for
increasing the loyalty of existing customers and attracting new ones at the same time. The
acquisition of Monclick S.r.l., one of the main Italian pure players specialised in consumer
electronics and appliances, consolidated from 1 June 2017, contributed to consolidated
revenues in the channel of €33.1 million.
The B2B channel recorded a strong increase in sales compared with the year ended
28 February 2017, also courtesy of the contribution of the subsidiary Monclick S.r.l.,
consolidated since 1 June 2017. The B2B channel targets professional domestic and
foreign customers that operate in industries other than those where Unieuro operates,
such as hotel chains and banks, as well as operators that need to purchase electronic
products to be distributed to their regular customers or to employees to accumulate
points or participate in prize competitions or incentive plans (B2B2C segment).
Finally, the Travel channel recorded growth of 45.7% for a value of about €7.4 million,
benefiting on the one hand from the new openings at the airports of Capodichino and
Orio al Serio and the point of sale located in the Turin Porta Nuova train station, opened
at the end of the previous financial year.
7.1.2 Consolidated revenues by category
In the financial year ended 28 February 2018, an increase in sales was recorded in every
product category.
The Grey category, namely cameras, video cameras, smart phones, tablets, computers
and laptops, monitors, printers, phone system accessories, as well as all wearable
technological products, saw an increase in consolidated revenues of 8.0% as a result of
the good performance of consumer revenues despite the weakness of the IT market.
The White category, composed of large appliances (MDA) such as washing machines,
tumble driers, refrigerators or freezers and ovens, small appliances (SDA) such as
vacuum cleaners, kettles, coffee machines as well as the climate control segment,
recorded a 17.2% increase in consolidated revenues thanks to the success of the strategy
of focusing on high-margin categories promoted by the Unieuro Group, the expansion of
the product range, as well as the good performance of washing machines, tumble driers
and refrigerators. Specifically, in Italy the tumble drier and dishwasher segments were
still under-penetrated and therefore the Group has been taking significant commercial
measures.
The Brown category, including televisions and accessories, devices for smart TVs and
car accessories, as well as memory systems such as CDs/DVDs or USB memory sticks,
recorded an increase in consolidated revenues of 15.6%. The category benefited from the
increasing success of high-end televisions, particularly Ultra HD and OLED, as well as the
positive contribution by the Monclick B2B2C sales sector.
Marketing costs (48.2) (2.6%) 2.2 (48.7) (2.9%) 3.0 0.5 (1.0%)
Logistics costs (41.5) (2.2%) 1.3 (32.5) (2.0%) 0.0 (9.1) 27.9%
Other costs (50.5) (2.7%) 7.3 (43.8) (2.6%) 10.3 (6.7) 15.2%
Personnel
expenses (150.4) (8.0%) 5.9 (131.9) (7.9%) 4.7 (18.5) 14.0%
Other operating
income and costs (2.5) (0.1%) (0.3) (1.3) (0.1%) (2.3) (1.1) 84.5%
Revenues from
extended warranty
services net of
related estimated
future costs
to provide the
assistance service
- change in the
business model for
directly managed
assistance services 8.0 0.4% 8.0 9.7 0.6% 9.7 (1.7) (17.6%)
Consolidated
Adjusted
EBITDA 68.9 3.7% 27.9 65.4 3.9% 27.3 3.5 5.4%
16
The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change
in the business model for warranties, which was posted in the item “Change in business model for directly
managed assistance services.” Thus, the adjustment is aimed at reflecting, for each year concerned, the
estimated profit from the sale of extended warranty services already sold (and collected) starting with
the change in the business model, as if Unieuro had always operated using the current business model.
Specifically, the estimate of the profit was reflected in revenues, which were held in suspense in deferred
income, to be deferred until those years in which the conditions for their recognition are met, net of future
costs for performing the extended warranty service, which were projected by the Group on the basis of
historical information on the nature, frequency and cost of assistance work.
Consolidated Adjusted EBITDA during the financial year 2018 increased by 5.4%, equal to
€3.5 million, standing at €68.9 million.
During the period costs for the purchase of goods and changes in inventories increased
by €167.3 million. The impact on consolidated revenues stood at 77.7% (77.6% in the
period ended 28 February 2017).
Costs for rental and leases rose by €5.9 million (around 10.3%) as a result of: (i) taking
over the rental agreements of 21 sales outlets belonging to the Andreoli S.p.A. business
unit from July 2017; (ii) taking over the rental agreements of 19 sales outlets belonging to
the Cerioni S.p.A. business unit from November 2017, (iii) taking over the rental agreement
of the flagship store in the Euroma2 shopping centre from 20 September 2017 and (iv)
new sales outlet openings during the financial year. The cost of like-for-like rentals, on the
other hand, is down compared with the previous year.
Marketing costs fell by 1.0% compared with 28 February 2017. Marketing and advertising
were structured and planned to direct potential customers to physical points of sale and
to the Online channel. There was a fall in traditional marketing activities in the year ended
28 February 2018, partly offset by the increase in digital marketing activities.
Logistics costs increased by around €9.1 million mainly attributable to the increase in
volumes sold and the increasing weight of home deliveries related to online orders.
Other costs rose by €6.7 million compared with the previous year ended 28 February
2017 with the trend attributable to: (i) the increase in the cost of insurance, particularly
following the catastrophic events due to the fire at the Oderzo point of sale which took
place on 25 February 2017 and the theft at the Piacenza warehouse which took place in
August 2017 with a new insurance contract signed with a new pool of insurers which led
to an increase in the premium and (ii) the increase recorded in support activities for listed
companies. The effect of that item on consolidated revenues is substantially unchanged,
equal to 2.7% as at 28 February 2018 (2.6% as at 28 February 2017).
Personnel costs show an increase of €18.5 million, mainly attributable to: (i) the
acquisition of Monclick S.r.l. and the acquisition of the business units from Andreoli S.p.A.,
Cerioni S.p.A. and the Euroma2 flagship store, (ii) the increase in employees following
the opening of 7 new stores, (iii) the adaptation of the central structure to meet stock
exchange requirements and the reinforcement of several strategic functions and (iv) the
adaptation of the existing employment contract which was renewed on 30 March 2015
which included, among other things, a contractual increase valid from 1 August 2017.
Other operating income and costs rose by €1.1 million. The increase was mainly due to
the rise in non-income-based taxes as a result of the increase recorded in the number of
points of sale and the impairment of receivables whose recovery was deemed doubtful.
Director’s Report 56 - 57
17
The adjustment was for the deferral of extended warranty service revenues already collected, net of the related
estimated future costs to provide the assistance service. From the year ended 29 February 2012, for White
products sold by Unieuro and from the year ended 28 February 2015 for all extended warranty services sold
by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals) and from the
financial year ended February 28, 2018 for all extension of warranty services sold by point of sales acquired from
the Andreoli S.p.A. and Cerioni S.p.A., Unieuro changed its business model for the management of extended
warranty services, in-sourcing the management of the services sold by the Former Unieuro and by Unieuro which
were previously outsourced to third parties and extended the internalised model for the management of warranty
extension services for services sold by the points of sale acquired during the year ended February 28, 2018 from
the Andreoli S.p.A. and Cerioni S.p.A. (the “Change in Business Model”). As a result of the Change in Business
Model, at the time of sale of extended warranty services, Unieuro suspends the revenue by creating a deferred
income item in order to recognise the revenue over the life of the contractual obligation, which starts on the
expiration of the two-year legally required warranty. Thus, Unieuro begins to gradually record revenues from sales
of extended warranty services two years (term of the legally required product warranty) after the execution of
the related agreements and after the collection of compensation, which is generally concurrent. Thus, the revenue
is recorded on a pro rata basis over the life of the contractual obligation (historically, depending on the product
concerned, for a period of one to four years).
As a result of this Change in Business Model, the income statements do not fully reflect the revenues and profit
of the business described in this note. In fact, the income statements for the years ended 28 February 2018 and
28 February 2017 only partially report revenues from sales generated starting with the Change in Business Model
because Unieuro will gradually record sales revenues from extended warranty services (already collected by it)
starting at the end of the legally required two-year warranty period.
Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of extended
warranty services already sold (and collected) starting with the Change in Business Model as if Unieuro had always
operated using the current business model. Specifically, the estimate of the profit was reflected in revenues,
which were held in suspense in deferred income, to be deferred until those years in which the conditions for their
recognition are met, net of future costs for performing the extended warranty service, which were projected by
Unieuro on the basis of historical information on the nature, frequency and cost of assistance work.
18
See note in the section “Main financial and operating indicators”.
Non-recurring charges/(income) increased in the financial statements as at 28 February
2018 by €2.3 million. This is mainly because of the costs incurred in: (i) the acquisition
of the new sales outlets included in the Andreoli S.p.A. and Cerioni S.p.A. business units,
(ii) the acquisition of the flagship store in the Euroma2 shopping centre, (iii) the business
combination of ’Monclick and (iv) expenses for exceptional accidental events partly offset
by the fall in costs incurred for listing on the STAR segment of the Mercato Telematico
Azionario run by Borsa Italiana S.p.A.
Finally, the adjustment due to the change in business model for directly managed services
was down by €1.7 million compared to 28 February 2017.
(In millions of Euros) 28 February 2018 28 February 2017 2018 vs. 2017 %
Costs incurred for the listing process 2.8 6.1 (3.3) (54.8%)
Costs for the Call Option Agreement 0.7 3.8 (3.1) (81.4%)
Implementation and launch
of the new website - 1.1 (1.1) (100%)
Corporate management activity
supplied by Rhone Capital - 1.0 (1.0) (100%)
19
The costs for “pre-opening, relocating and closing points of sale” include lease, security and travel expenses for
maintenance and marketing work incurred as a part of i) remodelling work for downsizing and relocating points
of sale of the Former Unieuro, ii) opening points of sale (during the months immediately preceding and following
the opening) and iii) closing points of sale.
Director’s Report 58 - 59
Non-recurring expenses and income recorded in the year rose by €2.3 million. This growth
is mainly attributable to Mergers&Acquisitions activity and exceptional accidental events
which amount to €11.9 million in total. Excluding these effects, non-recurring expenses
and income in the period fell by €8.0 million.
The main item in non-recurring expenses and income relates to the costs incurred for the
process of acquiring the business units Andreoli S.p.A. and Cerioni S.p.A., the flagship
store in the Euroma2 shopping centre and the company Monclick S.r.l.. These costs of
€10.0 million were reclassified under Mergers&Acquisitions and mainly relate to rental
costs and personnel expenses for points of sale incurred from the date of the completion
of the acquisition to the date of the opening to the public, greater costs for education
and training of employees at points of sale and, lastly, consulting costs and other minor
costs incurred for the completion of the acquisition transactions.
Costs for the pre-opening, repositioning and closure of points of sale of €3.5 million in
the year ended 28 February 2018 (€3.3 million in the year ended 28 February 2017) are
essentially in line with the previous period, despite the greater number of openings that
took place. This item includes: rental, personnel, security, travel and transfer costs, for
maintenance and marketing operations incurred as part of: i) store openings (in the months
immediately preceding and following the opening of the same) and (ii) store closures.
The costs for listing on the STAR Segment of the Mercato Telematico Azionario managed
by Borsa Italiana S.p.A. which concluded on 4 April 2017, were €2.8 million.
Costs for exceptional accidental events of €1.9 million refer to: (i) the theft that occurred
in August 2017 at the central warehouse of Unieuro S.p.A. located in Piacenza for €2.7
million. Note that Unieuro asked the insurance companies to compensate them for the
damage suffered, but this compensation has not yet been received at the date of these
Financial Statements and (ii) insurance compensation of €0.8 million, received with
regard to the fire that took place on 25 February 2017 at the Oderzo (TV) store.
Costs for Call Option Agreements of €0.7 million break down into costs for the share-
based payment plan for certain managers and employees, which ended in the first quarter
of the year following the positive outcome of the listing project.
7.4. Net income
Below is a restated income statement including items from the Consolidated Adjusted
EBITDA to the consolidated adjusted profit (loss) for the year.
Financial income and expenses (7.6) (0.4%) (5.9) (0.4%) (1.8) 30.1%
Non-recurring financial
expenses /(income) 3.1 0.2% - 0.0% 3.1 100.0%
20
No taxes were paid in the year ended 28 February 2018 since they were offset by credits for advance
payments made in previous years. The theoretical rate deemed appropriate by management was 8.7% as
at 28 February 2018 and 9.4% as at 28 February 2017, which, respectively, incorporates IRES at 4.8% and
5.5% (obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and
IRAP at 3.9%.
21
See note in the section “Main financial and operating indicators”.
Net financial expenses as at 28 February 2018 totalled €7.6 million (net financial
expenses of €5.9 million as at 28 February 2017). The rise compared with the previous
year is due to the repayment of the existing loans as a result of the signing, on 22
December 2017, of new lines of credit totalling €190 million from a syndicate of banks
including Intesa Sanpaolo S.p.A., Banco BPM S.p.A. and Gruppo Crédit Agricole, with
Banca IMI S.p.A. acting as the agent. The cancellation of the residual debt from the
statement of financial position involved the transfer to the income statement of the
related amortised cost of €3.1 million.
Income taxes for the consolidated year ended 28 February 2018 totalled €0.7 million
(€2.7 million in the year ended 28 February 2017). The decrease is due to the recording
of deferred tax income on tax losses of €3.1 million and the release of the tax provision.
The Adjusted Consolidated Profit/(Loss) for the Year was €39.4 million (€36.3 million in
the year ended 28 February 2017), with an impact of 2.1% on consolidated revenues (2.2%
in the year ended 28 February 2017), the increase in the Adjusted Consolidated Profit/
(Loss) for the Year was due to the positive performance of operations, the improvement
in financial management and the reduction in the tax burden compared with the same
period of the previous year.
Note that IRES tax losses from the estimated taxes for the year and still available as at
28 February 2018 for Unieuro are €399.2 million (tax losses as at 28 February 2018 stood
at €408.9 million) while for Monclick they are €6.3 million. These tax losses guarantee a
substantial benefit in the payment of taxes in future years.
Below is a reconciliation between the adjusted consolidated net profit (loss) for the year
and the consolidated net profit (loss) for the year.
22
No taxes were paid in the year ended 28 February 2018 since they were offset by credits for advance payments
made in previous years. The theoretical rate deemed appropriate by management was 8.7% as at 28 February
2018 and 9.4% as at 28 February 2017, which, respectively, incorporates IRES at 4.8% and 5.5% (obtained by
reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
7.5. Cash flows
7.5.1 Consolidated Adjusted Levered Free Cash Flow23
The Group considers the Consolidated Adjusted Levered Free Cash Flow to be the most
appropriate indicator to measure cash generation during the year. The composition of
the indicator is provided in the table below.
Investments for business combinations and business units (14.5) 0.0 (14.5) 100.0%
Theoretical tax impact of the above entries26 (1.6) (1.1) (0.5) 45.6%
Consolidated Adjusted levered free cash flow 66.7 39.7 26.9 67.8%
23
See note in the section “Main financial and operating indicators”.
24
The item “Cash flow generated/(absorbed) by operating activities” refers to cash generated/(absorbed)
by the change in working capital and other non-current balance sheet items such as other assets, other
liabilities and risk provisions.
25
The item “Net cash flow from (used in) operating activities” refers to cash generated by operating activities
in a broad sense net of outlays for interest and taxes and adjusted for non-cash effects of balance sheet
changes included in the item “Cash flow generated/(used) by operating activities.”
26
No taxes were paid in the year ended 28 February 2018 since they were offset by credits for advance payments
made in previous years. The theoretical rate deemed appropriate by management was 8.7% as at 28 February
2018 and 9.4% as at 28 February 2017, which, respectively, incorporates IRES at 4.8% and 5.5% (obtained by
reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
Director’s Report 62 - 63
Specifically, the positive performance of the Group’s Net Working Capital is associated,
with reference to trade payables, to: (i) promotions in February which involved product
categories with improved payment conditions compared with those of the previous year
and (ii) an increase in the number of sales outlets as a result of the acquisition of the
Andreoli S.p.A. and Cerioni S.p.A. business units, the Monclick company and the flagship
store in the Euroma2 shopping centre and the new openings during the year which had a
positive impact on the development of trade payables more than offsetting the increase
in inventories. As far as trade receivables are concerned, the change is mainly related
to the collection of receivables for the Monclick B2B sector which offset the increase in
Unieuro trade receivables.
The investing activity in the year was particularly significant and totalled €37.3 million
(€27.9 million as at 28 February 2017). The relaunching of the stores acquired in the period
had a weighting of €12.1 million and refers to the costs for rebuilding and refurbishing the
stores. Other investments refer to: (i) operations for the development of the network of
direct stores and the refurbishment of existing network stores and (ii) costs incurred to
purchase new software and licences and for the development of existing applications.
Investments for business combinations and business units for €14.5 million relate to the
amount paid of the purchase price of the Monclick of €3.5 million and the business units
of Andreoli S.p.A. for €9.4 million and Cerioni S.p.A. for €1.6 million. The part not yet
paid for the acquisitions is €11.2 million and refers for €6.3 million to Monclick and the
remainder to Cerioni and is guaranteed by bank sureties issued.
The net cash contribution from acquisition equal to €0.2 million refers to the remnants in
the current accounts of Monclick on the date of the first consolidation net of the financial
liabilities acquired.
The other non-recurring operating cash flows of €4.0 million refer to the collection of
the receivable from the tax consolidation with Italian Electronics Holdings, which took
place following the break in the consolidation scheme relating to amounts generated in
previous years which could not be repeated in the future. On 6 September 2017, Italian
Electronics Holdings sold some Unieuro shares on the market thereby losing control over
Unieuro while maintaining ex art. 93 TUF control.
Below are the main changes recorded in the Group’s net financial debt during the years
ending 28 February 2018 and 28 February 2017:
(In millions of Euros) 28 February 2018 28 February 2017 2018 vs. 2017 %
8. STATEMENT OF
FINANCIAL POSITION
Below is a detailed breakdown of the Group’s net working capital and net invested capital
as at 28 February 2018 and as at 28 February 2017:
Year ended
The Group’s Net Operating Working Capital as at 28 February 2018 was negative by €58.4
million (negative by €29.8 million as at 28 February 2017). The performance for the year of
the Group’s Net Operating Working Capital is attributable to: (i) promotions in February
which involved product categories with improved payment conditions compared with
those of the previous year and (ii) an increase in the number of stores as a result of the
acquisition of the Andreoli S.p.A. and Cerioni S.p.A. business units, the acquisition of the
Monclick company and the flagship store in the Euroma2 shopping centre and the new
openings during the year which involved an increase in the value of trade payables which
was higher than that of inventories.
The Group’s Net Working Capital was negative by € 205.3 million as at 28 February
2018 (negative by € 149.7 million as at 28 February 2017). The decrease is due to the
reduction in the Group’s Net Operating Working Capital of € 28.6 million, and to the
increase in other current liabilities mainly due to the increase in deferred income for
warranty extension services.
The Net Invested Capital of the Group amounts to €81.7 million as at 28 February 2018, a
fall of €5.2 million compared with 28 February 2017. The decrease is mainly attributable
to: (i) the reduction in the Group’s Net Working Capital of €55.6 million, (ii) the recording
of the goodwill and assets from the business combination of Andreoli, Cerioni and
Monclick for €35.1 million, (iii) the recording of the intangible assets resulting from the
accounting of the taking over of the Euroma2 rental agreement for €3.0 million and
(iv) net investments mainly for relaunching of the stores acquired in the year, for the
development of the direct stores network and the costs incurred for buying new software
and licences and for developing existing applications for €12.5 million.
It should be noted that, at the time of acquisition, the Group availed itself of the right
provided under (revised) IFRS 3 to carry out a provisional allocation of the cost of the
business combination at the fair value of the assets, liabilities and contingent liabilities (of
the acquired business). If new information obtained during one year from the acquisition
date, relating to facts and circumstances existing at the acquisition date, leads to adjusting
the amounts indicated or any other fund existing at the acquisition date, accounting for
the acquisition will be revised. No significant changes are expected in relation to the
existing accounts.
27
On 6 February 2017, the Extraordinary Shareholders- Meeting of Unieuro approved the adoption of a stock
option plan (“Long-Term Incentive Plan”, “LTIP”) reserved for Executive Directors, associates and employees
(executives and others) of Unieuro (the “Recipients”). The Long-Term Incentive Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the
Italian Civil Code approved by Unieuro’s Shareholders’ Meeting on the same date. On 29 June 2017, the Board of
Directors approved the plan regulations (“Regulations”) whereby the terms and conditions of implementation of
the Long-Term Incentive Plan were determined. The conclusion and subsequent acceptance of the Long-Term
Incentive Plan by the Recipients took place in October 2017 and was effective from 29 June 2017.
Director’s Report 66 - 67
Below is a detailed breakdown of the Group’s net financial debt as at 28 February 2018
and 28 February 2017 in accordance with Consob Communication 6064293 of 28 July
2006 and in compliance with ESMA Recommendations 2013/319:
Net financial indebtedness increased by €2.5 million compared with 28 February 2017,
mainly as a result of the combined effect of: (i) the positive net cash flow generated by
operating activities of €79.6 million, (ii) investments of €37.3 million made mainly for the
development of the network of direct stores, acquisitions, several important interventions
on the network of existing stores and the purchase of software and licences, (iii) the
distribution of dividends of €20.0 million, (iv) investments for business combinations
and business units of €14.5 million excluding the cash acquired during the business
combination and related payables to personnel, (v) the recording of financial payables
resulting from the acquisition of Monclick and Cerioni S.p.A. of €11.6 million.
Gross financial debt totalled €65.9 million, of which €52.7 million was medium and long
term and €13.2 million was short term.
Note that, on 22 December 2017, Unieuro took out new lines of credit totalling €190.0
million from a syndicate of banks including Intesa Sanpaolo S.p.A., Banco BPM S.p.A. and
Gruppo Crédit Agricole, with Banca IMI S.p.A. acting as the agent.
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. Existing loans were repaid in full in January 2018.
The new lines, including a €100.0 million amortizing term loan and €90.0 million in
revolving facilities, are at significantly better conditions compared with the previous
loans, particularly with regard to (i) a reduction in the interest rate; (ii) the extension of
the duration by five years; (iii) greater operational flexibility related to the reduction in the
number of funding institutions, covenants and contractual restraints; as well as (iv) the
removal of collateral in favour of the lending banks.
Director’s Report 68 - 69
9. PERFORMANCE
OF UNIEURO
The Unieuro S.P.A. reclassified Income Statement as at 28 February 2018 is illustrated
below:
Financial income and expenses (7.6) (0.4%) (5.9) (0.4%) (1.8) 30.0%
Non recurring depreciation,
amortisation and write-downs 6.3 0.3% - -- 6.3 100.0%
Non-recurring financial
expenses /(income) 3.1 0.2% - -- 3.1 100.0%
Adjusted Profit (Loss) for the Year 42.4 2.3% 36.3 2.2% 6.1 16.7%
Non-recurring expenses /(income),
non-recurring financial expenses /
(income), non-recurring depreciation,
amortisation and write-downs (29.0) (1.6%) (17.6) (1.1%) (11.4) 64.7%
Revenues from extended warranty
services net of related estimated future
costs to provide the assistance service
- change in the business model for
directly managed assistance services (8.0) (0.4%) (9.7) (0.6%) 1.7 (17.6%)
Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/
(income), non recurring depreciation,
amortisation and write-downs and the
change in business model 3.1 0.2% 2.6 0.2% 0.5 20.5%
Profit (Loss) for the Year 8.5 0.5% 11.6 0.7% (3.1) (26.5%)
Unieuro’s revenues for the year ended 28 February 2018 amounted to € 1,835.5 million,
up 10.5% compared to € 1,660.5 million for the year ended 28 February 2017. In addition
to the 7 new openings and growth of the online channel, the performance was positively
influenced by the 3 acquisitions made during the year, the 21 former Andreoli/Euronics
stores, the former Edom/Trony flagship store in the Euroma2 shopping centre and the 19
former Cerioni/Euronics stores.
The higher revenues, together with the continuous attention to the cost structure, allowed
the achievement of an Adjusted EBITDA of € 71.9 million in the year ended 28 February
2018, up 10.0% compared to € 65.4 million in the year ended 28 February 2017. Adjusted
EBITDA Margin is 3.9%.
Adjusted Profit (Loss) for the Year amounted to € 42.4 million in the year ended 28
February 2018 (€ 36.3 million in the year ended 28 February 2017), representing 2.3% of
consolidated revenue; the increase in Adjusted Profit (Loss) for the Year was due to the
positive performance of operations, the improvement in financial management and the
reduction in the tax burden compared to the same period of the previous year.
10. RECONCILIATION
STATEMENT OF
SHAREHOLDERS’ EQUITY
AND NET RESULT OF
THE PARENT COMPANY
WITH SHAREHOLDERS’
EQUITY AND NET RESULT
PERTAINING TO THE GROUP
The reconciliation between the shareholders’ equity of the parent company and the
consolidated shareholders’ equity as at 28 February 2018 is illustrated below:
Shareholders’
equity as at 28 Net result as at
(Amounts in euro million) February 2018 28 February 2018
Balances from the Parent Company’s
Annual Financial Statements 74.7 8.5
Difference between the carrying amount
of equity investments and the profit/(loss) for the year (9.4) (2.9)
Allocation of goodwill, brand, software
and customer list, excluding the tax effect 11.9 (0.4)
Shareholders’ equity and profit/(loss)
for the year from the Consolidated Financial Statements 77.2 11.0
11. INVESTMENTS
Net investments during the year totalled €37.3 million (€27.9 million in the year ended 28
February 2017). The increase of €9.4 million mainly relates to the increase in the number
of stores as a result of the acquisition of the business units Andreoli S.p.A. and Cerioni
S.p.A. and the acquisition of the flagship store in the Euroma2 shopping centre. The
relaunching of the stores acquired in the period had a weighting of €12.1 million and refers
to the costs for rebuilding and refurbishing the points of sale.
In particular, the investments for the year were mainly attributable to: (i) interventions
for restructuring of selected points of sale costing €6.1 million through the restyling of
the layouts and reduction or expansion of the sales surface area; (ii) investments for the
opening and acquisition of new points of sale in new consumer areas considered to be
strategic or in areas which were not sufficiently covered by the current portfolio of stores
costing €16.5 million; (iii) investments in relocating existing points of sale in consumer
areas considered to be more strategic costing €0.8 million (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing €6.9 million; and (v) investments in a new data centre and other tangible
infrastructures costing €7.0 million.
Director’s Report 72 - 73
12. CORPORATE
GOVERNANCE AND
OWNERSHIP STRUCTURES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
“Code”) and has adapted it to suit its characteristics.
In order to meet the transparency obligations required by regulations in the sector, the
“Report on Corporate Governance and Ownership Structure” was prepared as required
by Article 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structures, the organisational model adopted pursuant to Legislative Decree 231 of
2001 and the level of compliance with the Self-Governance Code, including the main
governance practices applied and characteristics of the risk management and internal
control system in relation to the financial reporting process.
As at 28 February 2018
As at 28 February 2017
(1,117)
- - (21) 0.0%
As at 28 February 2018
Personnel costs - - -
As at 28 February 2017
Other income 12 - - -
Purchases of materials
and external services - (1,159) (60) (964)
Personnel costs - - - -
(4,608) (5,417)
- - 12 6,360 0.2%
Main managers
Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Group’s cash flows with related parties as at 28 February
2018 and as at 28 February 2017:
Related parties
Impact
Rhône Capital Board Main Total balance on balance
II L.P. of Directors managers Total sheet item sheet item
In order to meet the transparency obligations required by regulations in the sector, the
“Report on Corporate Governance and Ownership Structure” was prepared as required
by Article 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structures, the organisational model adopted pursuant to Legislative Decree 231 of
2001 and the level of compliance with the Self-Governance Code, including the main
governance practices applied and characteristics of the risk management and internal
control system in relation to the financial reporting process.
The revision of the assignment mechanism, which took place by revoking the previous
Call Option Agreement and simultaneously having beneficiaries sign the Transaction
Bonus, was structured as an amendment to the existing plan which resulted in an event
to accelerate the vesting period.
To define the length of the vesting period, the new deadline considered for the service
period of the recipients for the purpose of the definition of the vesting period, was 4
April 2017, the placement date of the shares on the Mercato Telematico Azionario. The
amount of personnel costs to be allocated to the income statement, with the offsetting
item being the specific reserve for share-based payments, was therefore revised in the
light of the new vesting deadline.
The cost for the Call Option Agreement included in the financial statements as at 28
February 2018 was €0.7 million.
The Plan specifies the following objectives: (i) to focus the attention of people covered
by the plan on matters of strategic importance to Unieuro, (ii) to increase loyalty among
people covered by the plan and incentivise them to remain with Unieuro, (iii) to increase
the competitiveness of the company by identifying medium-term objectives and
promoting the creation of value both for Unieuro and its shareholders and (v) to ensure
that the overall remuneration of the people covered by the plan remains competitive on
the market.
The implementation and definition of specific features of the Plan were referred to the
same Shareholders’ Meeting for specific definition by the Unieuro Board of Directors.
On 29 June 2017, the Board of Directors approved the plan regulations (“Regulations”)
whereby the terms and conditions of implementation of the Plan were determined.
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients: the Plan is addressed to Directors with executive type positions, associates
and employees (managers and others) of Unieuro (the “Recipients”) that were identified
by the Board of Directors within those who have an ongoing employment relationship
with Unieuro and/or other companies of the Group. Identification of the Recipients was
made on the basis of a discretionary judgement of the Board of Directors that, given
the purpose of the Plan, the strategies of Unieuro and the Group and the objectives to
be achieved, took into account, among other things, the strategic importance of the
role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in Unieuro for a maximum of 860,215 options, each of which entitling
the bearer to subscribe one newly issued ordinary share (“Options”). If the target is
exceeded with a performance of 120%, the number of Options will be increased up
to 1,032,258. A share capital increase was approved for this purpose for a nominal
maximum of €206,452, in addition to the share premium, for a total value (capital
plus premium) equal to the price at which Unieuro’s shares will be placed on the MTA
through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights: the subscription of the shares can only be carried out after 31 July
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options will
happen on 31 July 2020 provided that: (i) the working relationship with the Recipient
persists until that date and (ii) the objectives are complied with, in terms of distributable
profits, as indicated in the business plan on the basis of the following criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
Director’s Report 84 - 85
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to €11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Plan until
completion of the vesting period (29 February 2020) with the exercise of company
rights pertaining to the Shares obtained during that year with the exercise of
Subscription Rights;
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July
2025.
The cost for the Long-Term Incentive Plan included in the financial statements as at 28
February 2018 was €1.4 million.
Executives 17 3 10
Middle managers 57 1 56
Factory workers 1 - 48
Apprentices 17 - -
Temporary staff - - -
The tools and channels used to find candidates, in descending priority order, are the
company’s website in the “Work with us” section and relationships with recruiting and
selection companies with which specific partnerships are maintained.
effective communications, from sales techniques to visual merchandising and from work
organisation to sales management at the points of sale.
Risks connected with the economic situation and dependence on the Italian market: The
Unieuro Group is exposed to the risk of a potential reduction in future revenues resulting
from the limited purchasing power of the average consumer due to any continuing
phenomena of an economic recession. If the current period of gradual economic recovery
stalls or reverses, or if there are other periods of economic and/or financial crises, there
could be negative repercussions on the Group’s income statement, balance sheet and
cash flows.
Risks connected with recognition of the brand: the decrease in the recognition and
distinctive features of the Unieuro and Monclick brands could impair the Group’s
competitive position in its reference market. The Group’s strategy is aimed at improving
the reputation of the Unieuro and Monclick brands by focusing on the breadth of the
range of products offered and product quality and innovation and by providing customers
with a range of products that are affordable.
In order to improve the recognition of its brands, the Group conducts advertising
campaigns through traditional means of communication (advertising inserts, leaflets,
television spots, posters, etc.) and through its website and social media. Any promotional
activities not in keeping with the positioning of the Unieuro and Monclick brands and not
consistent with the sales strategy could turn out to be ineffective and have a negative
impact on the Group’s image and the perception of its brands.
Risks associated with the management of directly operated points of sale: The Unieuro
Group is exposed to the risk of having to compete with the pricing offered by other
competing companies when renewing agreements for directly operated points of sale.
Risks associated with points of sale that are not directly operated and relations with
affiliates: The Unieuro Group is exposed to the risk of losing commercial relationships
with its affiliates and/or the deterioration of their pricing that could result in a reduction
in related revenues.
Risks associated with recent and/or potential future acquisitions: The Unieuro Group
might be exposed to liabilities that did not arise during the pre-acquisition due diligence
process or are not covered by contractual provisions relating to companies acquired in
the past or to be acquired in the future. In any case, the assessments performed during
the period before an acquisition may not be accurate.
Risks associated with the evolution and growth of e-commerce The Unieuro Group is
exposed to the risk of not being innovative and not enhancing its e-commerce platform
and not offering its customers a platform in keeping with that of its competitors. The
Unieuro Group has made several investments in the online sales channel in order to offer
its customers a technologically advanced e-commerce platform that is seen as easy to
use and intuitive by users. In this context, it should be noted that the e-commerce sector
is characterised by the rapid growth in technology and business models (e.g. the creation
of websites available on mobile devices).
Among other things, the Unieuro Group’s success and competitiveness depend on the
ability to innovate and enhance its technologies and adapt them, from time to time, to
respond to changes and technological advances without generating cannibalisation
phenomena to the detriment of the traditional distribution channels that the Unieuro
Group also uses.
Risks associated with supplemental warranties: The Unieuro Group is exposed to the
risk that the estimates, on the basis of which it develops its strategy in the area of offering
supplemental warranties, turn out to be incorrect. Although at the date of this Report
the Unieuro Group had not recorded any requests for product repairs or replacements
greater than estimates made, the risk cannot be ruled out that the actual requests for
remedies under supplemental warranties turn out to be significantly higher than the
Group’s projections with potential negative repercussions on the Company’s income
statement, balance sheet or cash flows.
Risks associated with supplier relations: The Unieuro Group is exposed to the risk of
potential problems in the management of trade relations with its suppliers. Most suppliers
the Group relies on establish a maximum limit of credit available to individual customers
who turn to them to supply merchandise on the basis of credit facilities granted to such
companies by insurance companies operating in this specific area. In general, these
facilities are provided on the basis of numerous factors such as the domestic economic
environment, country risk and each customer’s financial position and creditworthiness.
If these factors deteriorate, the amount of credit available to the Group could decline,
Director’s Report 90 - 91
or in any event, be lower than expectations. In this case, several suppliers could decide
to reduce or terminate credit facilities provided to the Group, which could adversely
affect the Group’s procurement of electronic products and ultimately its ability to meet
customer demand with potential significant negative repercussions on the Group’s
income statement, cash flows and balance sheet.
Other operational risks: this category includes risks typical of the consumer electronics
sector connected with: opening new points of sale, seasonality, failure to implement or
the delayed implementation of its business strategy, the technological development
of electronic products and the perception of new trends, the availability of products
and inventory obsolescence, the operations of the logistics centre and procurement of
products marketed, possible restrictions on imports, product liability, the operation of IT
systems, management of post-sale customer assistance services, e-commerce fraud and
services provided by third parties. The Group manages and measures these risks and
they are reflected in the financial statements in items related to inventories, with respect
to provisions for obsolescence and in provisions for risks and charges. For additional
information on provisions and write-downs made during the year ended 28 February
2018, see the related notes to the consolidated financial statements.
Liquidity risk: the Group defines liquidity risk as the possibility that the Group may not
be able to promptly fulfil its obligations. The Group manages its liquidity by taking into
account the seasonality of cash flows from retail sales, which may result in a certain
unevenness in cash flows from sales and operating costs in several months of the year.
This risk is contained through measures aimed at ensuring a balanced capital structure,
diversified sources of funding, the spread of due dates for financial debt over a broad
time horizon, the maintenance of unused committed lines of credit and defined limits on
maturity and credit counterparties in the management of liquidity.
From a structural standpoint, the Group has negative working capital and, as a result, it is
exposed to the risk of the inability to raise the financial resources necessary to meet the
related financial needs (primarily in the first half of the year). This peculiarity is mainly due
to the following structural characteristics of the business conducted by the Group: (i) a
small amount of trade receivables generated mainly by the Wholesale channel relative to
sales volume, since most sales are very quickly transformed into cash, which is typical of
retail sales to end customers; and (ii) inventories in an amount structurally proportional
to turnover. On the other hand, the amount of current liabilities and especially trade
payables, tends to permanently exceed the amount of current assets.
Unieuro has a revolving line of €90.0 million, which is generally fully utilised in the first
half of each year to meet the related financial requirements and is instead repaid during
periods of the greatest cash generation (typically the last half of each year).
The Company believes that existing lines of credit and loans as at 28 February 2018 are
sufficient to cover requirements from its operating and investment activities and to repay
maturing debt.
Interest rate risk: the Group is exposed to interest rate risk largely in relation to floating
rate financial liabilities.
Most of the Group’s debt exposure is at a floating rate. The Group continually monitors
interest rate trends using instruments to hedge against the risk of fluctuating interest
rates when deemed appropriate.
Credit risk: this is related to the Group’s exposure to potential losses resulting from the
failure of financial or commercial counterparties to fulfil their obligations. The Group
has receivable monitoring processes that call for analysing the customers’ reliability,
assigning a credit line and controlling exposure using reports that break down maturities
and average collection periods. There are no significant concentrations of risk as at 28
February 2018.
Risks associated with the Group’s net financial debt: The seasonality of business cycles
and the Group’s revenue trends do not rule out the possibility that the Group may need
to obtain new lines of credit to meet its financial requirements.
Risks associated with the regulatory context: the Group conducts its business in sectors
regulated by national, EU and international regulations, the violation or change in which
could result in limitations of its operations or increased costs. In the future, it is possible
that there will be changes in tax and other rules and in existing regulations, including
from the standpoint of interpretations, that could result in the Group’s liability or have a
negative impact on its business with a possible negative impact on its income statement,
balance sheet and/or cash flows.
Any legislative or regulatory changes (e.g. in relations between lessors and lessees,
taxation and related income and the issuance and maintenance of administrative
authorisations to perform business activities) could affect the Group’s balance sheet,
income statement and cash flows. Furthermore, any suspension and/or revocation of
licences or authorisations required by current legislation in Italy as a necessary condition
for conducting business activity at points of sale and any mandatory measures required
by competent authorities to confirm or issue such authorisations or licences could have a
potential negative effect on Unieuro’s operations or outlook, or on its income statement,
balance sheet and cash flows.
Director’s Report 92 - 93
Risks associated with compliance with occupational health and safety and environmental
regulations: the Group is subject to laws and regulations protecting the environment
and health; therefore, any violations of the above-mentioned regulations could involve
limitations to the activities of the Group or significant additional costs.
The Group performs its business in sectors regulated by national and EU regulations
concerning environmental protection and health and safety in the workplace. In accordance
with the obligations of regulations on environmental protection and health and safety in
the workplace, the Group makes the investments necessary to ensure compliance with
the provisions of applicable laws and regulations. In this regard, in July 2016, Legislative
Decree 121 (the so-called “1 vs. 0” Decree) went into effect that calls for the free collection
of very small electric and electronic devices (RAFE) by distributors of appliances and
consumer electronics goods. The decree also specifies technical requirements for
the preliminary deposit and collection to be carried out at such distributors and the
subsequent transport and transfer, with the resulting obligations for distributors to
comply with the legal requirements set forth in the decree. It is possible that the Group
must, in the future, incur extraordinary expenses for actions brought against the Group
for problems related to the environment, health and safety in the workplace and/or the
Group may be required to make significant investments to comply with changes dictated
by regulations concerning these obligations with a resulting negative impact on the
balance sheet, income statement and cash flows.
18. SIGNIFICANT EVENTS
DURING AND AFTER
THE YEAR
The stock market listing
On 4 April 2017, Unieuro shares - with the ticker UNIR - made their début on the STAR
segment of the MTA organised and managed by Borsa Italiana S.p.A., following a placement
aimed at Italian and international institutional investors. As part of the transaction and
considering the greenshoe option, 6,901,573 shares were allocated for sale by Italian
Electronics Holding S.r.l. (“IEH”).
At the allocation price, equal to €11.00 per share, the total proceeds from the transaction
amounted to €75.9 million, which corresponded to a market capitalisation of the company
equal to €220 million.
The acquired chain previously operated under the brand name Euronics in southern
Lazio, Abruzzo and Molise. The acquisition, valued at €12.2 million, was completed on 17
May 2017. Following the payment of the debts to the store personnel, the total financial
outlay was approximately €9.4 million.
On 1 July 2017, following a decisive relaunch plan which included the adoption of the
brand, the redevelopment of the spaces, the re-assortment of products and the adoption
of new information systems, Unieuro reopened to the public the outlets acquired.
The acquisition, announced on 23 February 2017, has a strong strategic value for Unieuro
as it allows it to significantly increase its turnover in the online segment, reinforcing its
positioning in the domestic market and allowing entry into the promising B2B2C sector.
The value of the transaction is €10 million, of which €3.5 million was paid at the closing
and the remainder deferred over 5 years.
amount of €50 million for a three-year period, aimed at equipping the company with
additional resources to finance growth through acquisitions and the openings of
new sales outlets, confirming Unieuro’s willingness to assert itself as a leader and
consolidator in the Italian consumer electronics market. The line of credit was repaid
early in January 2018 under the scope of the general redefinition of Unieuro’s lines of
credit, which led to three new lines of credit with significantly better conditions being
taken out.
The acquired sales outlets, sized between 500 and 4,000 m2 for a total sales area of over
25,000 m2, allowed Unieuro to increase the expansion of its direct network in central Italy.
The transaction took place without the assumption of financial and/or supplier payables,
for a total equivalent value of €8 million, of which €1.6 million is due at the closing and €6.4
million is to be paid in half-yearly instalments over the next three years. The transaction
was funded with recourse to the cash and cash equivalents and to the lines of credit
made available by lending institutions.
The completion of the acquisition took place in three tranches: a first business unit
composed of 11 stores was definitively acquired on 31 October 2017 with the reopening
to the public on 16 November; a further 6 sales outlets went to Unieuro on 21 November
(and reopened on 8 December); the closing of the last two sales outlets finally took place
on 21 December and reopened on 27 January.
The table below illustrates the Unieuro shares owned by Italian Electronics Holdings S.r.l.
and the beneficiary companies of the demerger:
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. Existing loans were repaid in full in January.
The new lines, including a €100 million amortizing term loan and €90 million in revolving
facilities, are at significantly better conditions compared with the previous loans,
particularly with regard to (i) a reduction in the interest rate; (ii) the extension of the
duration by five years; (iii) greater operational flexibility related to the reduction in the
number of funding institutions, covenants and contractual restraints; as well as (iv) the
removal of collateral in favour of the lending banks.
19. FORESEEABLE
OPERATING EVOLUTION
In the 2018/2019 tax year the Unieuro Group expects the market to grow slightly, driven
by growth in the online sector with a slight contraction of the offline sector. The combined
provisions of these trends could bring further consolidation opportunities during the year
in a still challenging market context.
In 2018/2019, the Unieuro Group expects further expansion of sales, mainly thanks to the
contribution of the Retail channel driven by 12 months of fully operational stores acquired
during the previous tax year, as well as the intervention plan for the store portfolio and
new openings. As far as the Online channel is concerned, sales are forecast to increase
also thanks to the full contribution of the subsidiary Monclick over 12 months.
Added to this, hopefully, will be further acquisitions of minor entities to increase the
widespread network, support the omnichannel strategy of the Unieuro Group and allow
better absorption of fixed costs.
In order to support the increased sales volumes, the Unieuro Group will inaugurate a new
logistics hub next year, twice the size of the current one, with cutting-edge technological
systems which will enable a further improvement in service levels.
20. CONSOLIDATED
NON-FINANCIAL
STATEMENT OF THE
UNIEURO GROUP
1. How to read the consolidated non-financial
statement of the Unieuro Group
The Consolidated Non-Financial Statement of the Unieuro S.p.A. Group (hereinafter
also “Statement”), drafted pursuant to Legislative Decree no. 254/2016 implementing
Directive 2014/95/EU, presents information and data on the policies practised and the
management of environmental, social, personnel-related issues, respect for human rights
and the fight against active and passive corruption, useful to ensure the understanding
of the activities carried out by the Group in these areas, its performance, the results
achieved and the impacts deriving from them.
The drafting of the Statement is based on specific principles and methodologies foreseen
by the most recent standards published in 2016 by the Global Reporting Initiative (GRI
Standards – “core” option), authoritative Independent Body1 dedicated to defining
models for non-financial reporting. In particular, the Statement refers to the 2016 GRI
Standards indicated in the GRI Content Index table presented on para. 37.
The extent and quality of the reporting reflect the principle of materiality, an element
foreseen by the relevant legislation and characterising the GRI Standards: the topics
dealt with in the Statement are those that, after careful evaluation, have been considered
relevant as able to reflect the social and environmental impacts of the Group’s activities
or to influence the decisions of its stakeholders.
28
The Global Reporting Initiative is a non-profit organisation founded in Boston in 1997 with the aim of creating
a useful support to the reporting of the sustainable performance of organisations of any size, belonging to any
sector and country in the world. In 2001 it was recognised as an Independent Body by the United Nations and in
2002 the UNEP (United Nations Environment Program) formally recognised and shared its principles by inviting
all UN Member States to identify an official headquarters as a body recognised by the United Nations.
Reporting scope
The qualitative and quantitative information contained in the Statement refers to the
performance of the Unieuro Group (hereinafter also the “Group”) for the year ended 28
February 2018. Below, the terms “Unieuro” or “Group” shall mean the group of companies
consisting of the parent company Unieuro S.p.A. and the subsidiary Monclick S.r.l.,
whereas by the terms “Unieuro S.p.A.” or “Company” we refer exclusively to the parent
company Unieuro S.p.A.
Where available, as from this first reporting year, a comparison is made with the previous
year to make data and information comparable and to facilitate the understanding of
performance trends. Finally, it should be noted that some issues and indicators may have
a different reporting scope compared to the one relating to the Group, if these have been
assessed by management as not relevant for a company in consideration of the specific
activities carried out. In this case, in the text, the reference scope of the topic/indicator
is clearly explained.
The materiality analysis process can be divided into three main phases: preliminary
identification, evaluation and definition of the relevant issues. Considering as a starting
point the indications provided by Legislative Decree 254/2016, the potentially relevant
issues were first identified on the basis of an analysis of the activities carried out by
Unieuro, the characteristics of the sector, the approaches adopted by comparable
companies at national and international level and the themes suggested by the GRI
for each economic sector. Subsequently, the issues that emerged were discussed and
evaluated by management in dedicated meetings so as to allow the definition of those
that are most representative of the socio-environmental impacts generated by the Group.
At the end of the analysis, a series of material issues related to the aspects governed by
the Legislative Decree 254/2016 were identified.
Director’s Report 100 - 101
High relevance
Transparency of product
and offer information to customers
Consumer privacy
Support to
local communities
Resource
consumption
and emissions Relations with trade unions
Relevance
Relevance to Unieuro
Matrix of materiality
The following table summarises the scope of each material topic, highlighting the entities
within the Group and the external stakeholders (stakeholder) that are involved in the
possible impacts that these imply. Furthermore, it should be noted that, where the issue
does not concern the entire Group, the company excluded from the scope of consolidation
was considered irrelevant in consideration of the type of activity performed.
Involvement of stakeholders
The involvement of stakeholders is an opportunity for the Group to listen and exchange
a dialogue that is essential to understand the level of satisfaction with their work. In 2017,
Unieuro initiated a process for identifying stakeholders, also aimed at identifying the
issues relevant to the preparation of the first consolidated statement of a non-financial
nature. In particular, a mapping of the stakeholders was carried out, starting from those
identified in the Code of Ethics, selecting: the categories whose interests are relevant
based on direct and indirect relationships with the Group, the categories whose interests
may be directly or indirectly conditioned or influenced by the company’s activities and,
finally, those on which the effects of the activities carried out by the Group would be
most affected. Unieuro develops its own process of stakeholder engagement starting
from the values of honesty, transparency and open dialogue and it is thanks to this
approach that it is able to pursue the dual objective of creating economic value and
shared value for its stakeholders.
Director’s Report 102 - 103
Commercial
Partners
Shareholders Customers
Suppliers
and External Competitors
Partners
Employees
2. Group Profile
Unieuro’s mission is to combine the needs of today’s customers with tomorrow’s
technological solutions, thanks to the convenience of its products and services and the
acceptance of its people, the widespread presence, the vast assortment, as well as the
ability to organise the offer in a clear and relevant way. The corporate values that inspire
the Group’s activities are:
PASSION CLOSENESS
In the desire to do, to Both territorial and in
grow, to anticipate the timely and accurate
understanding of its
customers’ needs
EXPERIENCE COMMITMENT
Inherent in the history In activities, actions
and tradition of and towards the
Unieuro community
Unieuro is today the largest omnichannel distributor of consumer electronics and home
appliances in Italy, thanks to a capillary network of 497 stores between direct (225)
and affiliates (272) throughout the national territory, to the digital platform, unieuro.it
and to the Monclick-e-tailer. Listed on the STAR segment of the Italian Stock Exchange
since April 2017, the company has a staff of 4,573 employees, is based in Forlì and has a
logistic centre centralised in Piacenza, with approximately 190 employees managing the
warehouse at dependencies of external cooperatives.
Valle d'Aosta 7 10 17 7 10 17
Abruzzo 28 31 59 7 6 13
Umbria 17 14 31 15 15 30
Molise 25 15 40 12 5 17
Campania 19 9 28 15 10 25
Basilicata 32 16 48 32 16 48
Calabria 11 15 26 11 15 26
Sicilia 33 43 76 34 45 79
All the stores, both direct and affiliated, are distinguished by the Unieuro brand, one of
the most recognisable and established in the sector, which presents itself as the sole
interlocutor of a coherent communication ecosystem on all channels, online and off-line.
Director’s Report 104 - 105
In addition to the sale of products from third-party suppliers, Unieuro S.p.A. also markets
products with proprietary brands. This is particularly some lines of appliances, large and
small, produced by third-party suppliers that are marketed under the “Electroline” brand.
The subsidiary Monclick S.r.l. however, mainly deals with consumer electronics, home
appliances and home entertainment through two business lines: on the one hand direct
sale to the final consumer through the e-commerce platform and on the other hand the
management of online platforms of partner companies (e.g. banks and phone companies)
for which Monclick oversees the entire process that goes from the definition of the
technological structure of their e-commerce site connected to the main Monclick site, to
the procurement of products and the delivery and management of after-sales services.
Unieuro is a member of the Aires Association (Italian Association of Retailer Specialised
Appliances), which brings together the main companies and distribution groups
specialised in consumer electronics and home appliances, in turn joining Confcommercio
Imprese per l’Italia.
Unieuro is also associated with Confimprese, which groups primary operators with direct
and franchised distribution networks, regardless of the product sector in which they operate.
At a local level, it is finally associated with Confindustria Forlì, Ascom Forlì and Confapi
of Piacenza, to protect its interests in the territories in which the head office and the
logistics hub are located respectively.
The début in the Business Market represented an important step in the Company’s
history, which set the conditions for continuing the expansion process in traditional and
digital channels, thanks to renewed visibility on the financial markets and the prestige
and transparency deriving from the listing on the STAR segment of the Italian Stock
Exchange.
Shareholder %
Floating 52.0
The Unieuro Group, created following the acquisition of Monclick, consists of a parent
company (Unieuro S.p.A.) and the wholly owned subsidiary Monclick S.r.l, consolidated
starting from 1 June 2017.
Director’s Report 106 - 107
In the first year of listing, Unieuro S.p.A. has been called to demonstrate that it can realise
its vision (continue to grow profitably enhancing the centrality of the customer and the
omnichannel opportunities), illustrated during the IPO and promotional activities were
organised to boost the largest possible coverage of the Unieuro stock by financial analysts
and maximum interest from institutional investors.
In 2017/18, these activities resulted in the organisation of two half-yearly conference calls
for a public and direct comparison with the management on the half-yearly and annual
results, in the organisation of four roadshows in Italy and abroad and in the participation
in four investor conferences organised by financial intermediaries to promote the direct
relationship between companies and market operators.
The main issues that emerged in the talks with investors concerned the sustainability
of the business in light of a highly competitive market and the growing penetration of
e-commerce, with the consequent pressure on operators’ margins. Great interest was
placed on the Company’s external growth transactions, as well as on its ability to generate
profits and cash, thus rewarding capital.
For the benefit of a wide range of external stakeholders, the unieurospa.com corporate
website was also launched, focusing on the description of the Unieuro business and
strategies and the collection point for the mandatory corporate documentation. This was
in addition to the activity of institutional communication on the social media LinkedIn.
Environment
The Group companies operate in the retail sector of small and large household appliances,
mainly through the retail and e-commerce channel, where there are environmental risks
related above all to compliance with the relevant legislation, which could imply limitations
on business activity or significant additional costs. Among these, there is the risk of
incorrect disposal of waste, in particular of the so-called WEEE (Waste Electrical and
Electronic Equipment). Unieuro is in fact among the subjects that are obliged to the free
collection of WEEE, as well as the possession of the technical requirements for carrying
out the activities of preliminary deposit, collection, subsequent transport and conferment.
Clients
As a retail distributor of consumer goods, the Group is exposed to the risk of actions for
product liability pursuant to the provisions of the Consumer Code (Legislative Decree no.
205/2006). The sale by suppliers of products harmful to the health of citizens or not in
line with European standards in terms of safety or quality of products, albeit governed by
framework agreements and subject to certification by third parties, could in fact expose
Unieuro to the risk of claims for compensation for damages caused by defects in products
sold and negative repercussions on the Group’s reputation with possible negative effects
on its economic, asset and financial situation. Likewise, Unieuro could be exposed to
reports to consumer associations or the Competition and Market Authority (AGCM) for
complaints on various accounts.
Being particularly active in online sales, further potential risks are related to online attacks
and the cloning of customer credit cards or personal data, but also from malfunctions
or interruptions of computer systems. Unieuro is in fact exposed to the risk of negative
repercussions on the perception of the quality of the e-commerce service offered, caused
by potential cyber frauds perpetrated by third parties. Likewise, it is exposed to the risk
that the personal data of customers and subjects with whom the Company entertains
relationships might be damaged, stolen, lost, disclosed or processed for purposes other
than those permitted.
Personal
The Group’s results and success depend, among other things, on the ability to attract
and retain qualified personnel and those who have held key positions in the business
development stages. The loss of some of these resources could in fact affect, at least
temporarily, Unieuro’s competitive ability, activity and prospects, with possible negative
effects on its business.
Further risks are related to the performance of the work in line with the Group’s business,
which can therefore be attributed to accidents, mainly deriving from manual handling
of warehouse loads at the goods storage sites (central warehouse located in Piacenza,
for employees of external cooperatives, or individual stores of the various stores) and/or
occupational diseases.
Other risks related to the health and safety of personnel may derive from malicious
events, structural problems of the buildings where the Company’s stores are located or
environmental pollution.
Corruption
Among the activities identified by the Company as potentially susceptible to corruption,
we highlight the relationships that the company may have with the authorities and public
officials for the opening of new stores, for the organisation of promotional events or
during tax audits. There may also be incidents of corruption during inspections on health
and safety at work, on the protection of personal data or on the correct disposal of waste.
Supply chain
Unieuro markets a wide range of products supplied by a large number of third parties,
including the leading global manufacturers of home appliances and consumer electronic
goods. Almost all the products marketed by the Group, as widely happens in the reference
market, are produced in countries at risk of political, economic and social instability or
potentially subject to possible import restrictions. The Group’s success also depends on
its ability to maintain lasting commercial relationships with these suppliers: otherwise, it
could have an impact on the company’s reputation and operations, with possible negative
repercussions on its economic, equity and financial situation. For the risks related to the
products sold, please refer to the “Customers” section of the aforementioned paragraph.
3. Governance
Unieuro has adopted a so-called traditional management system, which enhances the role
of the Board of Directors as an executive body while the audit function is delegated to
the Board of Statutory Auditors. The Company’s corporate bodies are the Shareholders’
Meeting, the Board of Directors and the Board of Statutory Auditors, whose powers
and operating methods are governed by law, by the Articles of Association and by the
resolutions adopted by the appropriate bodies, as the case may be.
The Board of Directors has set up three internal committees with consultative and
proposing functions, the Remuneration and Appointments Committee and the Control
and Risk Committee, as well as a Related Party Transaction Committee that is assigned
the tasks and functions provided for by the Consob Related Parties Regulation.
Board of Directors
The management of the Company is entrusted to a Board of Directors, pursuant to art. 12
of the Articles of Association, consisting of an odd number of members of not less than
seven and not more than fifteen. The meeting determines the number of members of
the Board of Directors from time to time, before their appointment, and within the limit
indicated above may increase during the term the number of directors who terminate
their mandate together with those in office. Directors remain in office for the term set
by the shareholders’ resolution appointing them, subject to a maximum of three financial
years and are re-eligible for office. The members of the Board of Directors must possess
the requisites of professionalism and honourableness provided for by the regulations,
also regulatory, in force and a minimum number, not less than that established by the pro
tempore legislation in force, must meet the independence requisites prescribed by the
applicable provisions.
The Company’s Articles of Association provide that the appointment of directors takes
place through the list voting mechanism and that the current Board of Directors as well
as the shareholders who alone or in concert represent the percentage of share capital
required by applicable laws or regulations are entitled to submit lists. Art. 14 of the Articles
of Association also provides that if, after the vote and the application of the preceding
paragraph a gender balance is not achieved as provided for by the applicable legislation
and regulations, the candidate from the most represented gender elected last in order
from the list with the highest number of votes will be excluded and replaced by the first
unelected candidate in numerical order on the same list and from the least represented
gender. If fewer candidates are elected based on the lists submitted than there are
directors to be elected, the remainder will be elected by the shareholders’ meeting, which
will ensure that the minimum number of independent directors are elected and that the
gender balance required under applicable legislation and regulations is achieved.
If no lists are submitted or if the directors are not appointed for any reason in accordance
with the procedures established herein, the shareholders’ meeting will act according to
the statutory majority, in compliance with any minimum allotment ratio between genders
(male and female) provided by law and regulations.
Membership of groups
Assignment Age Gender Type Independence of stakeholder
Chairman 67 M
Director 73 M Non-Executive
28/02/2018 28/02/2017
Age range u.m.
Man Woman Total Man Woman Total
Total 7 0 7 6 1 7
The members and the Chairman of the Committee are appointed by the Board of Directors.
Statutory Auditors remain in office for three financial years. Their term of office expires
on the date of the shareholders’ meeting convened to approve the financial statements
for their third year in office.
Chairman 42 M
Statutory Auditor 52 M
Statutory Auditor 51 M
Alternate auditor 45 M
Alternate auditor 67 M
28/02/2018 28/02/2017
Age range u.m.
Man Woman Total Man Woman Total
Total 5 0 5 5 0 5
The Company therefore has an Organisation, Management and Control Model pursuant
to Legislative Decree no. 231/2001 (hereinafter also “Model 231”), suitable for preventing
unlawful conduct on the part of its directors, employees and collaborators subject to
management or supervision by the Company. Although the adoption of the Model
231 at the time of its adoption did not constitute an obligation, but an optional choice
assigned to each individual body, the Company decided to adapt by launching a project
to analyse its organisational, management and control tools, verify the correspondence
Director’s Report 112 - 113
of the behavioural principles and of the existing safeguards with respect to the requisites
envisaged by Legislative Decree no. 231/2001 and, where necessary, proceed with the
integration of the system in force. Through the adoption of the Model 231, Unieuro S.p.A.
intends to prevent and combat the commission of crimes and to promote a corporate
culture based on legality, compliance with regulations and internal regulations.
To guarantee the effective implementation of the models, a Supervisory Body (SB) has
been appointed that verifies the implementation and effectiveness of Model 231. An
e-mail address was also set up to send any reports of non-compliance or violation of
Model 231: odv@unieuro.com.
To share values, principles and behavioural rules with their collaborators and communicate
them to all other stakeholders in order to build a transparent reality geared towards
compliance with ethical and behavioural standards, the Company has also adopted a Code
of Ethics in which it requires its employees and collaborators to operate in compliance
with the laws in force, professional ethics and internal regulations, in no way justifying
conduct contrary to the principles of fairness and honesty. Unieuro’s success cannot be
separated from ethics in the conduct of business and, consequently, the competitive
context in which it operates must be inextricably linked with ethical sensitivity, social
involvement and respect for the environment.
In addition to the principles and rules of conduct outlined in the Code of Ethics, the
Organisational, Management and Control Model identifies the so-called “sensitive”
activities to the offences referred to in Legislative Decree no. 231/2001, including the crime
of corruption, and defines specific control measures to support the instrumental processes
deemed to be exposed to the potential risk of commission of offences. A system of
sanctions is also adopted aimed at ensuring the effective implementation of Model 231 and
outlining information and training activities on the contents of the same which in the last
financial year involved 2,390 employees, excluding the members of the Board of Directors.
The training course is provided in the classroom with regard to the top managers (Directors
and Area Managers) and through the e-learning platform for the remaining employees.
Performance indicators
During the risk assessment activities carried out by the Company during the 2016/17
financial year in order to identify “sensitive” activities and processes deemed to be
exposed to the potential risk of commission of offences, ten processes were mapped, of
which seven were at risk of commission of the crime of corruption. At the same time, the
related procedures and controls were defined.
During the 2017/18 financial year, no reports were found for the Group that concerned
incidents involving corruption.
4. Employees
Personnel Management
The Unieuro Group employs 4,573 resources, up 17.2% compared to the previous year
following the acquisition of Monclick, the acquisition and subsequent relaunch of a total
of 41 stores previously managed by competitors, as well as the opening of 7 new direct
sales outlets.
Employees are divided between business activities (clerks, cashiers, storekeepers and
store managers), amounting to 4,237 employees, and support activities (employees,
specialists, coordinators, managers, director of headquarters functions (Finance and
Control, Commercial, Omnichannel, Marketing, Property, Technical Office, Human
Resources, IT, Logistics, Service, Customer Care and Sales), equal to 336 employees. The
majority of the resources, 86%, are employed on permanent contracts, guaranteeing the
Group the possibility to retain qualified personnel within the company.
In particular, the Company requires all the functions responsible for processes or
procedures concerning personnel management to:
• adopt selection criteria based on merit and competence;
• select, hire, train and remunerate employees without discrimination;
• comply with employment laws and standards;
• guarantee the physical and moral integrity of the collaborators;
• guarantee the right to working conditions that respect the dignity of the person.
Director’s Report 114 - 115
Through the e-mail address established with the Supervisory Body as the recipient,
communicated to all employees, it is possible to send reports for violations of the Code
of Ethics or Model 231. This tool allows to establish a direct dialogue with the supervisors
and guarantees the anonymity of the reporter.
Unieuro has formalised a system that provides annual assessment interviews and direct
interviews with store personnel by store managers and, informally, the Area Managers, during
which employees can report any problems in a climate of open dialogue and mutual exchange.
Performance indicators
28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total
Employees employed
in support functions 188 148 336 152 122 274
28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total
29
The subdivision by geographical areas is distributed as follows:
North: Valle d’Aosta, Piedmont, Lombardy, Trentino Alto Adige, Friuli Venezia Giulia, Veneto, Emilia Romagna, Liguria
Centre: Tuscany, Marche, Umbria, Lazio
South and Islands: Sicily, Sardinia, Campania, Puglia, Basilicata, Molise, Abruzzo, Calabria
Diversity, equal opportunities and respect for human rights
Unieuro guarantees respect for diversity at all stages of personnel selection, ensuring
that there is no room for discrimination on the grounds of race, sex, nationality, sexual
orientation, social status, physical appearance, religion and political orientation. To ensure
compliance with these principles, the Company has adopted specific selection procedures
based on the principles of impartiality, speed and economy in the performance of the
selection and selection publication process. The processes are based on the adoption
of objective and transparent criteria, suitable to ascertain the correspondence of the
professional skills, abilities and aptitudes of the candidates to the characteristics of the
positions to be filled, avoiding any type of discrimination. Moreover, for the selection of
managerial or executive profiles, Unieuro can use companies specialised in personnel
selection to guarantee greater impartiality and objectivity in the selection.
In addition to the selection process, the Company undertakes to respect diversity and
equal opportunities at every stage of the relationship with its employees by adopting
criteria based on merit and competence also in remuneration policies. The Group’s
commitment is enshrined in the Code of Ethics, where it is reiterated that the physical
and moral integrity of employees is considered a primary value for the Group, which aims
to ensure for its employees the right to working conditions that are always mindful of the
dignity of the person.
This commitment took the form of training courses for managers in the course of the
2017/18 financial year, focused on personnel management and labour regulations and
aimed at guaranteeing all workers the same opportunities, so that everyone can enjoy fair
treatment based on merit criteria and strict compliance with the law.
With regard to targeted placement, the company interacts with the various provincial
officials to activate agreements aimed at the inclusion and real integration of workers in
protected categories.
Confirming the Group’s commitment to equal opportunities, female presence within the
company is 48%. The age group that is composed of the largest number of employees
is between 30 and 50 years for both female and male staff. During the last financial year,
1,635 resources were also included, of which 42% were women, with a prevalence of the
under-30s age group.
On the other hand, with regard to the indicators referring to staff salaries, for the
managerial levels there is a higher value for the female gender, both for the basic salary
and for the remuneration with a difference of the two values increasing compared to
2016/17. By contrast, on the other hand, at the level of middle managers and employees,
the value is higher for the male gender with an increasing difference for the executive
levels and in substantial stability with regard to employees.
Director’s Report 116 - 117
Performance indicators
28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total
Executives 18 2 20 10 1 11
Middle managers 44 14 58 48 9 57
Factory workers - 1 1 - 1 1
28/02/2018 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total
28/02/2018 28/02/2017
Number of new hires u.m.
Man Woman Total Man Woman Total
Employees who have left the company, by age group, gender and geographical area
Turnover rate30
28/02/2018 28/02/2017
Turnover rate u.m.
Man Woman Total Man Woman Total
Gender relationship between the average basic salary and the average remuneration
divided by level31
28/02/2018 28/02/2017
Employees by level32 u.m.
Basic salary Fees Basic salary Fees
Still referring to the increase in Ingoing and Outgoing turnover rates, it is noted that
Unieuro S.p.A. needs to replace salespeople involved in new colleagues training activities,
who are in business trip for long periods during the year.
30
The figure is calculated as the ratio between total income/expenses and total employees in the reference year.
31
The figure is calculated as the ratio between the average basic salary of men over that of women and between
the average remuneration of men over that of women.
32
The value for the “Workers” level is not reported as it is made up of only one resource.
In addition to the compulsory training courses (Health and Safety, Model 231, Privacy),
the Group offers managerial and professional training courses, both for store and head
office staff. In 2017, the historical partnership that the Group has with the Bocconi School
of Management (SDA Bocconi) was confirmed for training for the managers of the sales
outlets, Area Managers and head office management. The inclusion of employees in
the company and their professional growth are supported through targeted training
actions, activating insertion paths for new recruits, programs to support continuous
updating on the product news of the various product categories (staff training) and
to improve Client reception. Among the training tools made available is the portal
dedicated to training, “TrainUp!”, through which it is possible to register for the courses,
to trace all the training/informative initiatives and to collect satisfaction questionnaires
on the initiatives carried out.
To complete the training offer, since 2009 a company Academy has been active for new
store managers and affiliated entrepreneurs. Participants, who are identified through an
internal candidacy process, assessment centres and individual interviews, participate in
on-the-job and classroom training that lasts 6 months.
During the 2017/18 financial year, 24,629 hours of training were provided, to 2,104
employees, with a slight decrease of 5% compared to 2016/17.
Performance indicators
The figure refers to the sum of the employees who participated in the training courses multiplied by the
33
Performance evaluation
The individual performance evaluation system adopted by Unieuro examines the
organisational and professional behaviours implemented by the individual employee in
light of the role held in the company, with the aim of:
• directing his performance and development towards corporate objectives and
professional behaviour towards the corporate organisational culture;
• highlight the need for training and develop its potential;
• strengthen his strengths and intervene on areas for improvement;
• to develop a sense of belonging and identification in the company mission;
• to build an organisational culture based on results and merit;
• collect feedback.
Evaluation cycles are managed by a specific portal, which monitors all phases and can
be accessed at any time by all employees. The performance evaluation interviews are
individual and involve the collaborator with their manager.
The figure is calculated as the ratio between the training hours provided and the total number of Group
34
At the same time, Unieuro is committed to creating a work environment open to dialogue
and discussion, both on professional and personal issues. All employees and collaborators
may, for any need, contact their direct manager, or the HR function at any time, by direct
contact, by phone or by e-mail.
Performance indicators
Performance evaluation
28/02/201735
Professional categories u.m.
Man Woman Total
The policies aimed at mitigating the risks have been structured and formalised on the
basis of the internal management models used by the company, or the Model 231 and
the related verification protocols, in compliance with Legislative Decree no. 81/2008.
In order to correctly comply with the dictates of the afore-mentioned Decree, the
Company also has the task of promoting the culture of safety within the company
through appropriate information and training actions towards all staff at different levels
of the organisation. During the year, 970 hours of training in health and safety at work
were therefore carried out.
The figure posted as at 28/02/2017 is related to the performance appraisals for the period 01/03/2016 -
35
28/02/2017. For the period 01/03/2017 - 28/02/2018 the Company intends to pursue the same objectives
as the previous year, but it will be possible to calculate the quantitative and qualitative data not before the
month of September 2018 (end of the evaluation cycles business).
Director’s Report 122 - 123
In addition to training activities, the Company provides its personnel with personal
protection equipment (PPE), also aimed at mitigating the risk of accidents in the workplace,
with the main reference to the activities carried out at the sales outlets. In 2006 it also set
up a special “Help Desk” portal, accessible from all sales outlets and centrally managed by
the Technical and Services Office, which also aims to collect complaints from employees
and customers about possible violations of the safety rules.
The Group’s commitment to ensuring optimal levels of health and safety management
of its employees is also evidenced by the number of recorded accidents, which stood at
a level in line with the previous year despite the increase in employees and points sale.
At the same time, the accident indexes show the low magnitude of the episodes that
occurred during the period.
Although not under the direct control of Unieuro, the accident indices of external
collaborators, employees of the cooperatives operating within the logistics centre of
Piacenza, are also reported.
Performance indicators
28/02/2018 36 28/02/2017
Employees u.m.
Man Woman Total Man Woman Total
Accidents 50 40 90 53 38 91
at work 35 24 59 36 19 55
ongoing 15 16 31 17 19 36
Deaths N° - - - - - -
at work - - - - - -
ongoing - - - - - -
Cases of occupational
diseases - - - - - -
Accident indexes
28/02/2018 28/02/2017
Accident indexes37
Man Woman Total Man Woman Total
Lost working hours rate 1.99 1.86 1.93 1.87 1.66 1.78
36
With regard to the subsidiary Monclick S.r.l. there was only one ongoing accident related to an employee.
37
Lost working hours rate: (total number of hours lost by accidents/total hours worked) * 1,000
Absentee rate: (absence days per employee / working days in the period)
Rate of occupational diseases (ODR): (total number of occupational diseases/total hours worked) * 200,000
Accident Rate (IR): ((total number of accidents + total number of deaths)/total hours worked) * 1,000,000
Accidents of external collaborators by type and gender and accident indices
Accidents 14 7
at work 13 7
ongoing 1 -
N°
Deaths - -
at work - -
ongoing - -
Accident indexes
During the 2017/18 financial year, the Company signed two second level agreements with
the union parties - on 13 March 2017 and 12 April 2017 - which regulate aspects such as
the incentive system, labour relations and Sunday work, the latter with the aim of sharing
the organisational and methodological principles aimed at guaranteeing the necessary
supervision at the point of sale on Sundays of opening in respect of a fair rotation
among workers and guaranteeing a long-term planning of Sunday openings. During the
same period, a solidarity contract was signed between the parties aimed at managing
redundant staff at certain sales outlets. Specific agreements on video surveillance were
signed on the territory.
Unieuro, in compliance with the provisions of the law and in line with the CCNL of reference,
in the case of organisational changes, for example in the case of transfer of workers with
executive management responsibilities that determine a change of residence, agrees
with its collaborators the timing of notice for such transfer and, if there is no agreement
between the parties, respects the provisions of art. 170 of the CCNL that grants a written
notice of 45 days or 70 days for those who have family dependants.
Director’s Report 124 - 125
Performance indicators
5. Company
Customers
In a market characterised by an ever-increasing level of competition, the creation of a
lasting relationship with customers is closely related not only to the breadth of the offer
and accessibility of products, but also to the ability to establish a relationship of trust and
offer a quality service, close to the customer. The Unieuro approach is therefore focused
on the satisfaction and protection of its customers, with particular attention to those
requests able to improve brand reputation and to promote a real increase in the quality
of the service provided.
As required by the Code of Ethics, the Company operates with the aim of ensuring that
all relations with customers are based on full transparency, fairness and professionalism
and compliance with the law, with particular reference to the provisions on anti-money
laundering, anti-usury and transparency. Thanks to these principles, the cornerstone of
its business model, Unieuro is able to adequately manage the needs and expectations
of its customers, responding promptly to any reports or complaints, always offering a
transparent and quality service.
Unieuro’s service model is designed and developed in light of the Group’s strategic vision,
which includes not only the continuous profitable growth of the business but also the
enhancement of the customer’s centrality and the omnichannel opportunities, each
declined in all contact points through which the Company relates every day with its end
customers.
Relating to the II level agreements signed on 13 March and 12 April 2017, which do not include the subsidiary
38
Monclick S.r.l.
customers on the online channel. Unieuro is in fact one of the first companies to have
sensed the potential to use the over 380 collection points, selected among its sales
outlets, for orders placed via the web, thus further getting close to its customers, avoiding
additional costs of delivery, waiting times and delays.
Based on the analysis and monitoring activities of the Customer Care function, the Group
has identified, among the main problems, the inefficiencies related to the delivery of
products at home and the lack of adequate availability of products during particularly
successful advertising campaigns and promotional activities. Thanks to the information
gathered, Unieuro has developed a corrective action plan that will result in an order
management project to optimise inventory stocks and respond to customer requests
quickly and effectively.
Regarding Monclick, the Customer Care function monitors the performance in terms of
e-mails and phone calls managed on a daily basis compared to those received from its
team of operators, with the help of automatic reports and observation of the operating
manual and under the constant supervision of management. During the year, against
around 15 thousand e-mails and 5 thousand calls received monthly, the Care Team
managed to handle 90% and 86% respectively. The team also takes care of all aspects
related to customer management and care during the purchase process, from pre-sale
product insights to the aid for browsing the web, from the completion of the transactions
to the updating of information related to the tracking of shipments up to the management
of any issues with the order.
Communication tool with the customer by completing an online form available on the Company’s website.
39
Director’s Report 126 - 127
The trust in the product is protected first of all thanks to the procurement from suppliers
of the highest profile, often international, whose quality and reliability are a fundamental
part of their positioning as market leader. The conformity of the products with the laws
and regulations on safety is, moreover, periodically verified by means of sample checks by
the external authorities, in order to evaluate their real characteristics and certifications in
the light of the European RoHs Directive (Restriction of Hazardous Substances Directive),
laying down specific rules concerning the restriction on the use of hazardous substances
in Electrical and Electronic Equipment in order to contribute to the protection of human
health and the environment. The sale of products harmful to the health of citizens or not
in line with European safety or product quality standards, albeit governed by framework
agreements and certified by third parties, could in fact expose Unieuro to the risk of claims
for compensation for damage and loss of trust by consumers. In order to avoid such
relapses, during the year the Company carries out analyses on the size and frequency of
the requested interventions, on the basis of historical data regarding the defectiveness
of the individual product categories, as well as activating related insurance contracts
relating to those aspects for which it could not legitimately retaliate against the supplier.
The advertising campaigns provide for the distribution of promotional flyers and radio
and television advertising, as well as promotional offers, such as points collections,
competitions, the recognition of purchase vouchers upon reaching an expense limit and
expendable within a certain time limit, or targeted promotional operations such as the
so-called “underselling”.
The subsidiary Monclick promotes its business exclusively on online channels, using
content management and product marketing tools in order to guarantee its correctness
in terms of product technical information and in terms of pricing of products on sale. All
under the direct control of the company management.
The management model adopted by Unieuro S.p.A. provides for the collaboration of
experts, internal and external to the company, dedicated to the prior verification of the
feasibility of certain commercial operations (for example, sales “below cost”), as well as
to the verification of the content of information communicated outside. Specifically, the
Marketing Department must guarantee the correspondence between the characteristics
of the products presented in any communication of an advertising and/or promotional
nature and those offered for sale, with particular reference to the quantity, quality, origin
or origin of the products.
Although the Company has defined specific procedures aimed at guaranteeing the
disclosure of correct, clear and transparent information, the Company undertakes
to promptly implement the actions necessary to ensure an ever-increasing level of
transparency. For example, in 2016, following a procedure initiated by the Italian
Competition Authority, the Company promptly proposed and implemented a series of
corrective measures that were accepted and verified by the Authority, which subsequently
filed the procedure.
The regulation intends to strengthen and harmonize the regulatory framework regarding
the protection of personal data in the European Union and to give citizens greater
control over their personal data. The text, published in the European Official Journal
on 4 May 2016 and effective from May 2018, will repeal the provisions of Legislative
Decree no. 196/2003 on personal data protection. In this regard, Unieuro has started
a process of adaptation to the new regulation, providing for the revision of procedures
aimed at mitigating risks through the imposition of more controlled flows of assets, the
appointment of the Data Protection Officer (DPO), the provision of safeguards contracts
to be requested from suppliers and the provision of technical and IT measures to increase
the level of IT security. In particular, an anti-fraud verification system has been installed,
with specific firewall to manage any attempts of hacker attacks, and specific encrypted
protocols have been defined to protect online transactions and avoid the risks of cloning
credit cards and of the customer’s personal data.
In addition to the systems and procedures aimed at preventing the loss of data and
information from customers, the Group carries out training and awareness-raising
activities for personnel regarding the risks connected with protecting customers’ privacy,
as well as managing a system for assigning rights access to systems with maximum
granularity and with different control points. The data and information management
model is also subject to periodic checks by the data controllers (for example, mobile
operators, financial companies, television broadcasting companies), in relation to which
Unieuro takes the position of the external manager , and possible internal audits carried
out following the reporting of anomalies.
With regard to privacy, we report a single case of non-compliance dating back to May
Director’s Report 128 - 129
2017 in which a customer complained about the inaccuracy of the data uploaded to the
system and made claims for damages, threatening the report to the Guarantor Authority.
The Company rejected the claims by not receiving further requests from the same or by
the Authority.
With reference to data loss, it is noted that there have been limited cases in which the
Company has been aware for legal involvement or for the exceptional nature of the
problem, but which have never been materialized in sanctions or formal recalls.
Management of complaints
The Company is committed to developing a constant dialogue with its customers in order
to maintain the relationship on a level of excellence. The management of complaints
and other instances with which customers express their dissatisfaction is governed by
specific procedures that ensure the taking charge of individual complaints received both
at the registered office and directly at the certified email address. In particular, the Legal
Department, together with the internal departments involved, checks each complaint
with the aim of handling complaints as promptly as possible, in line with the obligations
imposed by law, and to contain litigation as far as possible. In addition to the principles
of conduct, the Company has set up additional control measures to protect industrial
and intellectual property, with particular attention to the application procedures related
to the management of product sales activities. The Company, as a seller in accordance
with the Consumer Code, receives numerous complaints and out-of-court claims from
consumers and their representatives, referring to the non-conformity of products for the
most disparate reasons.
During the fiscal year, the Company recorded a single case of non-conformity of a
private label product, concerning labelling and information documentation inside the
product packaging. The proceedings ended with a sanction of € 84,000, which was
subsequently challenged and the administrative procedure is currently underway before
the Forlì Chamber of Commerce. On the other hand, around 20 judicial litigations are still
underway, arising from disputes not settled out of court.
Regarding the communication and marketing activities, instead, during the last two years,
no significant incidents of non-compliance occurred. However, mention should be made
of five cases referred to administrative disputes for “underselling” offers deemed irregular
and for which the related court proceedings are still underway.
In consideration of the high profile and reputational level of the main suppliers with which
Unieuro interfaces on a daily basis, their selection is currently based on economic criteria
that do not specifically target predefined social or environmental aspects. Furthermore,
the Company mainly maintains relations with the European legal offices of the suppliers
it relies on. Relations with suppliers, in any case, are always based on compliance with
current regulations and the principles of transparency, fairness and honesty, as set out in
the Code of Ethics. In particular, potential new suppliers are evaluated and selected using
objective methods, taking into account, in addition to the quality, costs and services
offered, the requirements of integrity, reputation, and professionalism, as well as the
absence of any suspicion past or present involvement in unlawful activities. Precisely
because of the nature of these international suppliers, there are currently no company
procedures for the prior verification of the safety of products and information to be
provided at the marketing stage, but each purchasing manager (Category Manager),
in the ordinary management of relations with these suppliers, ensures that the risk of
errors in the data supplied regarding the products as well as the absence of the relevant
approval certifications is checked.
In parallel to this organisational model, the Company has developed a line of private
label products, purchased directly from an intermediary company and sold to the end
consumer. No social or environmental risks concerning involved suppliers has arisen so
far, in light of long-lasting relationships and supplies reliability observed.
For this reason, in 2016 Unieuro created the “No Cyberbullying” project conceiving and
promoting the #connected hearts tour with the State Police. The choice of the project
follows the brand architecture on the values of responsibility and possibility, raising
awareness amongst the younger ones as to a responsible use of the devices through a
series of meetings in theatres throughout Italy and disseminating information material on
the sales outlets. The project, developed in itinerant form, has translated into the making
of a docu-film in which children, parents and families who have experienced cyberbullying
first hand tell their stories and their experiences. Since the start of the tour, the docu-film
has been broadcast in 22 Italian theatres and has led teenagers to reflect on the weight
of the words conveyed through social networks. In the theatres, the children lived the
testimonies of those who fought on the front lines, very often without any means to
defend themselves, and were able to listen to the experiences of the police authorities,
who actively contribute to the struggle and provide an immediate response to solve the
problem. In addition to the docu-film, the project also involved important awareness-
raising activities, both for employees of sales outlets through dedicated webinars and
institutions.
Director’s Report 130 - 131
In 2017, on the occasion of Safer Internet Day, the world day dedicated to online security,
Unieuro reiterated its commitment to the fight against cyberbullying: Giancarlo Nicosanti
Monterastelli and Marco Titi, respectively Chief Executive Officer and Marketing Director
of the Company, went to the Chamber of Deputies to present the #connected hearts
project, in the presence of the top officials of the State Police. The docu-film was
subsequently screened in the Chamber of Deputies on the occasion of the “Open-door
Montecitorio” event, focusing precisely on the issue of cyberbullying and the conscious
use of the Internet.
13 10.000
Cities throughout Italy Students and teachers involved
3.900 480
Employees trained through “NoCyberbullismo” corners
webinars set up in Unieuro stores
In parallel with the commitment to awareness campaigns, the Company devotes particular
attention to supporting the sports in the area in which it operates and promoting the
values of sport. In the 2017/18 financial year Unieuro S.p.A. he supported the local
basketball team as the main sponsor and contributed to the sponsorship of the Tour of
Italy stage in the city of Forlì.
Waste management
Unieuro, as a distributor of electrical and electronic equipment, falls under the legislative
obligations of Legislative Decree no. 121/2016 and 49/2015, which regulates the conduct
of free collection of electrical and electronic equipment (WEEE) of very small size, as
well as the technical requirements for the transport thereof. Specifically,, Law 121/2016
states that, upon purchase by the customer of a new product, the distributor has the
obligation to withdraw, taking charge of the related disposal costs, the equipment used
provided that the WEEE returned has the same intended use as the product purchased.
With regard to small WEEE, customers can freely deliver their appliance in any store,
while large waste can be collected only in case of a purchase by the customer of a new
equipment of an equivalent type.
The Company, to ensure the correct management of this aspect and to comply with
the deposit and collection request established by Legislative Decree no. 121/2016 and
49/2015, has adopted a specific operating manual that defines roles and responsibilities
for the proper management of WEEE disposal. The manual requires the identification of
specific areas within the company’s sales outlets, where special containers are installed
for the disposal of WEEE waste with the specific indication of whether it is hazardous or
non-hazardous equipment. The management of the collection is facilitated by the use of
the management software “RAEEgest” which, in addition to guaranteeing the traceability
of the operations, sends a notice in the event that such waste has been registered in the
warehouse for more than 45 days or has reached the maximum weight of 3.5 tons. Once
these limits have been reached, the waste will then be handed over to the carrier who
takes care of the correct disposal. Responsible for this process is the Logistics function
which operates, for collection and disposal activities, through the supervision by local
operators employed by the company. To facilitate correct management, the manuals and
other necessary information can be consulted through the RAEEgest portal. In addition
to the WEEE, the company produces urban waste deriving from ordinary office activities
and the operational management of the stores, which mainly consist of mixed packaging,
toners and cartridges. Each type of waste is collected according to the current laws by
means of specialised companies authorised for this purpose.
Director’s Report 132 - 133
Performance indicators
Recycling 3,751
ton
Total 3,751
40
The perimeter of the data for the last financial year for Unieuro S.p.A. refers to the period 1 January 2017 -
30 November 2017. The data of the company Monclick are the result of estimates, calculated from the data
provided by the company that manages waste disposal.
41
The data refer to Unieuro S.p.A and are provided by the company responsible for the collection of waste
which issues on a monthly basis a document at each store where it declares the weight of the collected waste.
As regards the subsidiary Monclick S.r.l., during the reference period, a production of about 1.2 tons of waste
disposed through recycling (0.6 tons), composting (0.24 tons), incineration (0.3 tons) and storage (0.1 ton)
was estimated.
As shown in the following tables, electricity consumption and related emissions, despite
the increase in the number of sales outlets, fell by 4% compared to the previous year,
confirming the effectiveness of the initiatives undertaken. Fuel consumption, on the
other hand, mainly composed of diesel fuel for the heating of Unieuro S.p.A. branches
and offices, increased by 25.6% in the last financial year due to unfavourable climatic
factors. Fuel consumption for Unieuro S.p.A. during the year increased by 26.2%; this
increase is directly linked to the Group’s growth, both in terms of number of employees
and sales outlets.
Performance indicators
Direct fuel consumption for the operation of offices and sales outlets44
42
Data obtained from the utility bills sent by the energy supplier and considering the consumption of Monclick
S.r.l. starting from June 2017. For the subsidiary company, consumption is the real consumption reported by
the energy supplier, while those for the months of 2018 are estimated on the basis of consumption in the same
months of the previous year.
43
The conversion factors of ENERDATA 2015 were used to calculate the indirect emissions.
44
Data obtained from the utility bills sent by the supplier. The figure excludes the subsidiary Monclick S.r.l. as it
does not consume fuels.
45
The conversion factors of the Department for Environment, Food and Rural Affairs 2017 were used to calculate
the emissions.
Director’s Report 134 - 135
Direct emissions for consumption with company cars kg CO2 639,967 537,785
Consumption of resources
In light of the characteristics of its business, Unieuro does not detect any particular
impact related to the consumption of materials.
During the 2017/18 financial year, over 300 million copies of advertising material were
distributed throughout Italy. The procurement takes place from some of the main paper
mills that observe strict quality and environmental certification standards and whose
products, Elemental Chlorine Free (EFC) certified as they do not use organic elemental
chlorine in the whitening phase, contain on average 40% of recycled fibre, while the
remaining 60% comes from cellulose obtained from forests managed according to the
PEFC (Program for Endorsement of Forest Certification schemes) and FSC (Forest
Stewardship Council) standards.
Performance indicators
Consumption of resources48
46
The mileage of company cars is derived from the fuel cards; the mileage of private cars is estimated starting
from employee expense reimbursements and dividing the total monetary value by the average cost of fuel
€0.28. The figure excludes the subsidiary Monclick S.r.l. as not significant.
47
The conversion factors of the Department for Environment, Food and Rural Affairs 2017 were used to calculate
the emissions.
48
The calculation of paper consumption was estimated by multiplying the number of copies purchased and
distributed by the average weight of 22 grams.
7. GRI Content Index
The Group’s Non-Financial Statement has been prepared in accordance with the GRI
Standards: “Core” option. The following table shows the Group information based on the
GRI Standards published in 2016 by the Global Reporting Initiative with reference to the
analysis of materiality of Unieuro and related to the financial years ended 28/02/2017
and 28/02/2018.
GRI
Standard Description Reference
General Standards
Organisational Profile
Strategy
Governance
102-24 Nomination and selection processes for the highest governing bodies
Director’s Report 136 - 137
GRI
Standard Description Reference
Stakeholder Engagement
Reporting Practice
List of entities included in the consolidated financial statements and those
102-45 not included in the sustainability report
102-54 GRI content index and choice of the "in accordance" option
GRI
Standard Description Reference Omission
200 Economic
205 Anti-Corruption
300 Environment
301 Materials
302 Energy
305 Emissions
GRI
Standard Description Reference Omission
401 Occupation
406 Non-discrimination
Notes 152
1. Introduction 152
Appendix 259
Consolidated statement of financial position
Year ended
Year ended
Profit/(loss) of the Group for the financial year 5.10 10,958 11,587
Year ended
Year ended
(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017
Cash flow from operations
Profit/(loss) for the consolidated year 5.10 10,958 11,587
Adjustments for:
Income taxes 5.24 697 2,675
Net financial expenses (income) 5.23 7,630 5,864
Depreciation, amortisation and write-downs 5.22 21,728 17,958
(Profits)/losses from the sale of property, plant and machinery 5.1 (31)
Other changes 1,386 3,766
42,399 41,819
Changes in:
- Inventories 5.6 (41,193) (5,178)
- Trade receivables 5.7 18,940 151
- Trade payables 5.16 47,042 1,174
5.5-5.14-
- Other changes in operating assets and liabilities 5.15 21,213 23,488
Cash flow generated/(absorbed) by operating activities 46,002 19,635
Taxes paid 5.24 - -
Interest paid 5.23 (8,825) (4,931)
Net cash flow generated/(absorbed) by operating
activities 5.26 79,576 56,523
Cash flow from investment activities
Purchases of plant, equipment and other assets 5.1 (28,448) (23,479)
Purchases of intangible assets 5.3 (8,812) (4,419)
Collections from the sale of plant, equipment
and other assets 5.1 1 61
Investments for business combinations and business units 5.5 (14,485) -
Net cash inflow from acquisition 5.9 233 -
Cash flow generated/(absorbed) by investing activities 5.26 (51,511) (27,837)
Cash flow from investment activities
Increase/(Decrease) in financial liabilities 5.11 16,529 (4,137)
Increase/(Decrease) in other financial liabilities 5.13 154 998
Increase/(Decrease) in shareholder loans - - (20,442)
Distribution of dividends 5.10 (20,000) (3,880)
Cash flow generated/(absorbed) by financing activities 5.26 (3,317) (27,461)
Net increase/(decrease) in cash and cash equivalents 24,748 1,225
CASH AND CASH EQUIVALENTS
AT THE START OF THE YEAR 36,666 35,441
Net increase/(decrease) in cash and cash equivalents 24,748 1,225
CASH AND CASH EQUIVALENTS
AT THE END OF THE YEAR 61,414 36,666
Cash flow
Extraordinary hedge
(Amounts in thousands of Euros Notes Share capital Legal reserve reserve reserve
Reserve for
actuarial gains/
(losses) on Reserve for Profit/(loss) Total Non- Total
defined benefit share-based carried shareholders’ controlling shareholders’
plans payments Other reserves forward equity interest equity
(1) - - - 73 - 73
- - - (10,642) - -
- - - - (3,880) - (3,880)
85 - - - (106) - (106)
- - - - - - -
the date on which Unieuro took control (9 June 2017) and the date of first consolidation
(1 June 2017).
The comparative figures presented relate solely to Unieuro’s financial statements as at
28 February 2017 for the income statement, the comprehensive income statement, the
cash flow statement, the statement of financial position and the statement of changes in
shareholders’ equity since, as indicated above, the Group was formed on 1 June 2017, the
date Unieuro assumed control of Monclick.
Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the consolidated financial statements. These principles and
criteria were applied consistently to all the years presented within this document.
The consolidated financial statements were drafted on the basis of the historical cost
criteria, except for the derivative financial instruments which were measured at their fair
value.
Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.
As at 28 February 2018, the Group is composed as follows:
The Consolidated Financial Statements are presented in Euros, the functional currency
of the Group. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.
The consolidated financial statements as at 28 February 2018, approved by the Board of
Directors of the Company on 26 April 2018, have been audited and will be submitted for
approval to the Shareholders’ Meeting.
the notes for each asset and liability item of the amounts that are expected to be
settled or recovered within or later than 12 months from the reference date of the
Consolidated Financial Statements.
B) Consolidated income statement: the classification of the costs in the income
statement is based on their nature, showing the interim results relative to the gross
operating result, the net operating result and the result before taxes.
C) Consolidated statement of comprehensive income: this item includes the profit/
(loss) for the year as well as the income and expenses recognized directly in equity
for transactions other than those with shareholders.
D) Consolidated statement of cash flows: the consolidated statement of cash flows
contains the cash flows from operations, investments and financing. The cash flows
from operations are shown using the indirect method through which the result for
the year is adjusted for the effects of non-monetary transactions, any deferral or
allocation of previous or future collections or payments related to operations and
revenue elements connected to cash flows arising from investment or financing
activities.
E) Consolidated statement of changes in shareholders’ equity: this schedule
includes, in addition to the results of the comprehensive income statement, also
the transactions that were carried out directly with shareholders that acted in
their capacity as such and the breakdown of each individual component. Where
applicable, the statement also includes the effects arising from changes in the
accounting standards in terms of each equity item.
Subsidiaries
These are companies over which the Group exercises control as defined by IFRS 10. This
control exists when the Group has the power, directly or indirectly, to determine the
financial and operating standards of an enterprise to obtain benefits from its activities.
The financial statements of the subsidiary are included in the consolidated financial
statements from the date on which control over it was assumed until this control ceases.
For the purposes of consolidation of the subsidiaries, the total integration method is
applied, thus assuming the full amount of the financial assets and liabilities and all costs
and revenues. The book value of the consolidated investment is then eliminated from the
related shareholders’ equity. The share of shareholders’ equity and the result relating to
the minority shareholders is shown respectively in a special item in shareholders’ equity
and in the consolidated income statement.
In accordance with IFRS 3, the subsidiary acquired by the Group is accounted for using
the purchase method, whereby:
• the acquisition cost is the fair value of the divested assets, considering the issuance of
equity instruments, and liabilities assumed, plus directly attributable transaction costs;
• the excess of the acquisition cost compared to the market value of the Group’s share
in the net assets is recorded as goodwill;
• if the acquisition cost is less than the fair value of the Group’s share in the net assets of
the acquired subsidiary, the difference is recognised directly in the income statement.
The estimates and assumptions are reviewed periodically and the effects of each change
are reflected in profit and loss.
Following is a summary of the critical valuation processes and the key assumptions
used by the Group in applying the IFRS, which can have significant effects on the values
recognized in the financial statements and for which there is a risk that differences of a
significant amount could arise compared to the book value of the assets and liabilities in
the future.
Consolidated Financial Statements 156 - 157
The estimates and assumptions used as part of this analysis, in particular the impairment
tests carried out on goodwill, reflect the status of the Group’s knowledge regarding the
business developments and take into account provisions that are considered to be a
reasonable insofar as the future developments on the market and in the sector, but they
are nevertheless still subject to a high degree of uncertainty.
Trade payables
The Unieuro Group has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.
The extension of the guarantee compared to the legally required guarantee can be in
terms of time (more years covered) and/or risks covered (e.g. damage to the product)
depending on the category of product that has been sold.
When guarantee services are sold, the Group recognises unearned income equal to the
sales value of this service, and then recognizes this unearned income as revenue throughout
the time that the services are being provided. The recognition of this amount as revenue is
determined based on the interventions that have been estimated for repairs that are covered
by the guarantee. The interventions for repairs that are under guarantee are estimated based
on historical information regarding the nature, frequency and costs of the interventions under
guarantee, duly interpolated to stimulate future curves of such events occurring.
For the employee benefits, the costs and net financial expenses are measured using
actuarial methods requiring the use of estimates and assumptions for determination
of the net value of an obligation. The actuarial method considers parameters of a
financial nature such as, for example, the discount rate, rates of growth of remuneration
and considers the probability of potential future events occurring through the use of
parameters of a demographic nature such as for example the rates relative to mortality
and resignations or retirement of employees. In particular, the discount rates used as a
reference are rates or rate curves for corporate bonds with a high credit rating in their
respective markets of reference. The changes in each of these parameters could affect
the amount of the liability.
Provisions
The Group creates a provision for disputes and legal proceedings under way when it is
Consolidated Financial Statements 158 - 159
considered probable that there will be a financial outlay and when the amount of the
relative expenses can be reasonably estimated. If the amount of the financial outlay
cannot be reasonably estimated or the probability of such a financial outlay becomes
possible, no provision is established and the fact is indicated in the notes.
During the normal course of business, the Group monitors the status of the disputes which
are ongoing and consults with its own legal and tax advisors. It is therefore possible that
the value of the provisions for the disputes and lawsuits involving the Group may change
as a result of future developments in the proceedings that are ongoing.
Hedging derivatives
The fair value of derivative instruments is determined based on the values observed on
regulated markets or prices provided by financial counterparties. If the values and the
sources mentioned are not available, the estimate is made using valuation models that
take into account the objective valuations such as for example estimates of cash flows
and expected volatility of prices.
Every contingent consideration is also recognised by the Group at its fair value on its
acquisition date. The change in the fair value of the contingent consideration classified
as an asset or liability will be recognized, pursuant to the instructions found in IAS 39, in
profit and loss. If the contingent liability is classified in shareholders’ equity, its initial value
will never be subsequently re-determined.
Goodwill arising from a business combination is initially measured at cost which is the
amount by which the fair value of the consideration paid exceeds the Group’s portion
of the net fair value of the assets, liabilities and contingent liabilities of the acquired
company. Goodwill from a business combination is allocated, as at the acquisition date, to
the individual cash generating units of the Group or groups of cash generating units that
would benefit from the synergies of the combination, regardless whether other assets or
liabilities of the Group have been assigned to these units or groups of units. Every unit or
group of units to which goodwill is allocated:
• represent the lowest level within the Group at which the goodwill is monitored for
internal management purposes;
• is not larger than the operating segments that have been identified.
When goodwill constitutes a part of a cash generating unit and a part of that internal
asset and unit is sold, the goodwill associated with the sold asset is included in the book
value of the asset for determination of the profit or the loss from the sale. The goodwill
disposed of in those circumstances is measured based on the relative values of the
activity disposed of and the portion of the units retained.
Any profits from the purchase of a company at favourable prices are immediately
recognized in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognized as expenses
in the profit/(loss) of the year in which they are incurred.
After initial recognition, goodwill is not amortized and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.
Operations which are under common control are recognized at their book values, without
any capital gain, pursuant to the reference accounting standards, and the guidelines
issued by the OPI 1 (preliminary Assirevi guidelines for IFRS), relative to the “accounting
treatment of business combinations of entities under common control in the separate
and consolidated financial statements”. According to these guidelines, in the event of
business combinations in which the acquired company is controlled by the same entity,
whether before or after the acquisition, the net assets must be recognized at their book
value recorded in the books of the acquired company prior to the operation. When the
transfer values are higher than the historical values, the excess must be eliminated by
adjusting the acquiring company’s shareholders equity downwards.
Any financial expenses incurred for the acquisition or construction of capitalized assets
for which a specific period of time is normally required in order to render the asset ready
for usage or sale, are capitalized and amortized throughout the life of the asset class they
refer to. All other financial expenses are recognized in the income statements during the
year they refer to.
If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognized separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognized in the income statement during
the year in which the elimination takes place.
Subsequent costs
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognized in this category are added to the book value of the
element they refer to and they are capitalized only if they increase the future economic
benefits of the asset itself. All other costs are recognized in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalized, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalized and amortized on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognized in the income statement in the year in
which they are incurred.
Assets under construction are recognized at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.
Financial leases
Other assets, plant, machinery owned through financial leases, for which the Group has
assumed essentially all the risks and benefits that would derive from ownership, are
recognized on the contract start date, as tangible assets at their fair value or, if it is lower, at
the current value of the lease instalments, amortized throughout the estimated useful life
and adjusted for eventual impairment determined in the ways indicated below. The amount
payable to the lessor is shown in the balance sheet among “other financial liabilities”.
Depreciation
The depreciation period begins from the time the asset becomes available for use and
ends on the earliest of the date on which the asset is classified as held for sale, pursuant
to IFRS 5, and the date on which the asset is eliminated from the books. Any changes to
the depreciation schedule are applied prospectively.
The value to be depreciated is the book value minus the presumable net sales value at the
end of the asset’s useful life, if it is significant and can be reliably measured.
The depreciation rates are determined according to economic - technical rates in relation
to the estimated useful life of the individual assets established pursuant to the company
plans for usage which also consider the physical and technological wear and take into
account the presumable realizable value estimated net of costs for scrapping the asset.
When the tangible asset consists of several significant components with different useful
lives, each component is appreciated separately. When events occur that indicate
possible impairment of tangible fixed assets, or when there are significant reductions
in the market value of these assets, significant technological changes or significant
obsolescence, the net book value, regardless of the depreciation that has already been
recognized, is subject to verification based on an estimate of the current value of future
cash flows and eventually adjusted. Subsequently if such conditions do not come to pass,
the impairment will be written down to the book value that would have existed (net of
depreciation) if the impairment of the asset had never been recognized.
The depreciation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:
Category % used
Plant and machinery 15%
Fixtures and fittings, tools and other equipment 15%
Electronic machinery 20%
Furniture 15%
Office fixtures and fittings and machinery 12%
Automobiles 25%
Mobile phones 20%
Leasehold improvements throughout the duration of the contract
Other assets 15%-20%
Consolidated Financial Statements 162 - 163
Key Money paid for store openings is considered as a cost related to a real estate lease
and is generally regarded as an asset with a finite useful life determined by the underlying
contract period. These are initially capitalised at cost and after initial recognition, they
are carried at cost less any accumulated amortisation and any accumulated impairment
losses.
Subsequent costs
Costs incurred subsequently to purchase are capitalized only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognized in the income statement once incurred.
Depreciation
Intangible fixed assets are amortized based on their useful life and they are tested for
impairment whenever there are indications of a possible loss in their value. The period
and method of amortization applied to them is re-examined at the end of each financial
year or more frequently if necessary. Any changes to the depreciation schedule are
applied prospectively.
The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognized in profit and loss in the year during which the elimination
takes place.
The amortisation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:
Category % used
Software 20%
Based on the duration of the lease beginning
Entry rights from the date that the shop opens
Based on the duration of the lease beginning
Key money from the date that the shop opens
Brands 5-10%
Financial assets
The Group determines classification of its financial assets after initial recognition and,
where adequate and permitted, reviews this classification upon closure of each year.
Financial assets measured at fair value with changes recognized in profit and loss
This category includes assets held for trading and assets which are defined upon initial
recognition as financial assets at fair value with changes recognized in profit and loss. The
assets held for trading are all those assets which are acquired for sale in the short term.
Derivatives, including those which are unbundled, are classified as financial instruments
held for trading, unless they are designated as hedging instruments, as defined in IAS 39.
The profits or losses on assets held for trading are recognized in the income statement.
For securities which are widely traded on regulated markets, the fair value is determined
by reference to the stock exchange price recognized upon closure of trading at the
end of the financial year. For investments for which there is no active market, the fair
value is determined using valuation techniques which are based on the prices of recent
transactions between independent parties, the current market value of an essentially
similar instrument, analysis of the discounted cash flows and option appreciation models.
The Group initially assesses whether there are indications of any impairment at the
individual level, for the financial assets that are individually significant and, thereafter, at the
individual or collective level for those financial assets that are not. If there are no objective
indications of impairment for a financial asset which is assessed individually, whether it
is significant or not, this asset is included in a group of financial assets with credit risk
characteristics that are similar and the group is tested for impairment collectively. The
assets which are measured individually and for which an impairment loss is recognized or
continues to be recognized, will not be included in the collective measurement.
If, subsequently, the amount of the impairment is reduced and this reduction can be
Consolidated Financial Statements 164 - 165
objectively connected to an event that took place after the recognition of the impairment,
the previously decreased value can be written back. Any subsequent write backs are
recognized in the income statement to the extent that the book value of the asset does
not exceed the amortized cost on the date of the write back.
For trade receivables, an allocation for impairment is made when there is an objective
indication (such as, for example, the probability of insolvency or significant financial
difficulties of the debtor) that the Group will not be able to recover all the amounts that
are due based on the original conditions and terms of the invoice. The book value of the
receivable is reduced by using a specific provision. Receivables subject to impairment are
reversed when it is determined that they will no longer be recovered.
When a financial transaction takes place, based on the terms of payment that have been
granted, the receivables are measured at amortized cost through discounting of the
nominal value receivable, with the discount recognized as financial income.
Inventories
The inventories are measured at the lower of the cost and net realizable value. The cost
of inventories includes all costs required to bring the inventories to their current location
and status. This includes in particular the purchase price and other costs which are
directly attributable to the purchase of the merchandise. Commercial discounts, returns
and other similar items are deducted when determining the acquisition cost. The method
used for the cost of inventories is the average weighted cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.
Financial liabilities
The financial liabilities are initially recognized at the fair value of the consideration
received net of the transaction costs that are directly attributable to the loan itself. After
initial recognition, the financial liabilities are measured using the amortized cost criteria,
applying the effective interest rate method. Amortization at the effective interest rate
method is included among financial liabilities in the income statement.
Liabilities arising from employee benefits
Post-employment benefits may be offered to employees through defined contribution
plans and/or defined benefit plans. These benefits are based on the remuneration and the
years of service of the employees.
Defined contribution plans are post-employment benefit plans based on which the Group
and, sometimes, its employees pay contributions of a specific amount into a distinct
entity (a fund) and the Group does not and will not have a legal or implicit obligation to
pay additional contributions if the fund does not have assets that are sufficient to cover
the obligations to the employees.
The defined benefit plans are plans for benefits after the end of the employment
relationship, which differ from defined contribution plans. Defined benefit plans can
be financed either completely or partially by contributions paid by the company, and
sometimes by its employees, to a company or a fund, which is legally distinct from the
company that provides the benefits to the employees.
The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.
The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions and
recognized on an accrual basis concurrently with the employment services required in order
to obtain the benefit. The amount of the rights accrued during the year by the employees
and the portion of the interests on the accrued amount at the beginning of the period and
the corresponding movements referring to the same period observed is allocated to the
income statement under the item “Personnel expenses” while the financial expense arising
from the actuarial calculation is recognized in the comprehensive statement of income
under the item “Profit (loss) from restatement of defined benefit plans”.
The actuarial valuation is carried out by an actuary who is not employed by the Group.
Following the amendments made to the employee severance indemnity (“TFR”) provisions
of law 296 of 27 December 2006 and the subsequent decrees and regulations (“Social
Security Reform”) issued in the initial months of 2007:
• the TFR accrued up to 31 December 2006 is considered to be a defined benefit
plan pursuant to IAS 19. Benefits provided to employees in the form of TFR which
are granted upon termination of the employment relationship are recognized in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognized as a cost in their entirety and the portion which has not yet been paid is
recognized as a liability under “Other current liabilities”.
Provisions
The allocations to provisions are made when the Group is required to fulfil an actual
obligation (whether legal or implicit) which refers to a past event, when an outlay is
Consolidated Financial Statements 166 - 167
possible for discharge of the obligation and it is possible to reliably estimate the amount
thereof. When the Group believes that allocation to the provision will be partially or fully
refunded, for example in the case of risks covered by insurance policies, the indemnification
is recognised distinctly and separately in assets if, and only if, it is practically certain. In
this case, the cost of the eventual allocation is shown in the income statement net of
the amount recognized for the indemnification. If the effect of discounting the value of
money is significant, the non-current portion of the allocations is discounted.
Restructuring provision
A provision is established for restructuring when there is a detailed and official program
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.
Trade payables
The payables are recognized at their nominal value net of discounts, returns or invoicing
adjustments, representative of the fair value of the obligation. When a financial transaction
takes place based on the terms of payment that have been agreed, the payables are
measured at amortized cost through discounting of the nominal value receivable, with a
discount recognized as a financial expense.
The accounting standard does not request formal preparation of an estimate of the
recoverable value unless there are indications of impairment. Assets which are not
available for use and goodwill acquired in business combinations which must be tested
for impairment annually and whenever there is indication of impairment constitute the
exception to this principle. The Group has set the balance sheet closing date as the time
for testing of impairment of all assets for which annual testing is mandatory.
If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortisation criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.
As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.
In order to better understand the provisions of IAS 36, we provide below some key
definitions:
Value in use: the value in use is the current value of all the cash flows of an asset or a
generating unit, constituting the object of the valuation, which are expected to originate
from it. In particular, an asset generates cash flows, which will be discounted at a pre-tax
rate which reflects the market valuations on the current value of money and the specific
risks inherent in the asset. These cash flows are determined based on the company’s
business plan. These plans are constructed on the basis of detailed budgets and separate
calculations for each asset/cash generating unit. The budgets used do not include the
effects arising from the extraordinary activities (restructuring, sales and acquisitions) and
cover a period of time of up to five financial years;
Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
Consolidated Financial Statements 168 - 169
measurement date. To determine the fair value of an asset, the Group uses valuation
models that use listed shares, models with valuation multipliers and other available
indicators as a reference;
Cash generating units (or cash flows): a cash generating unit (CGU) is a group of assets
which, together, generate cash flows that are incoming or outgoing regardless of the
cash flows generated by other assets and activities. A group of assets is the smallest
identifiable group able to generate incoming cash flows;
Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.
The accounting standard provides the option of selecting either the fair value or the value
in use. In fact, if one of the two values is higher than the book value, it is not necessary to
identify the other amount as well. Furthermore, the fair value of an asset or cash generating
unit is not always measurable, as there is no criteria that provides a reliable estimate of the
selling price of an asset in an arm’s length transaction between market operators. In these
cases, the value in use can be considered as the recoverable value of the asset.
Once all the useful values have been identified and determined in terms of evaluating
the asset or the CGU, the book value is compared with the recoverable value and if the
book value is higher than the recoverable value, the Group will write down the asset to
its recoverable value.
On each balance sheet closing date, the Group will furthermore measure, in regard to all
the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. The value of an asset that has previously been written down can be written
back only if there are changes in the estimates on which the recoverable value calculation
which resulted in recognition of the last impairment was based.
The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognized in previous years. This write
back is recognized in the income statement.
Therefore, the derivative financial instruments are recognized using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists from
the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.
The Group uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.
The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognized in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognized as described below.
The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognized in equity is
transferred to the book value of the asset at the time that it is recognized. In other cases,
the amount recognized in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.
A financial liability is cancelled from the balance sheet when the obligation underlying the
liability has been extinguished, or cancelled or fulfilled.
Revenue
Revenues are recognized to the extent that the Group is likely to receive the economic
benefits arising from them and the relative amount may be determined reliably, regardless
of the collection. Revenues are measured at the fair value of the consideration received,
not including discounts, reductions, bonuses or other taxes on sales. The following
specific recognition criteria for revenues must be complied with prior to allocation to the
income statement:
Sale of assets
The revenue is recognized when the company has transferred to the buyer all the
significant risks and benefits connected to ownership of the asset, generally at the time
that the consumer purchases the product at the point of sale, the delivery of the good
to a residence in the event of home delivery, or when the ownership is transferred in the
wholesale and B2B channel. As provided in the annex to IAS 18, sales in which delivery is
deferred upon request of the purchaser (“bill and hold”) are recognized as revenue at the
time that the consumer makes the purchase. The revenue is recognized when the asset
is available, has been identified and is ready to be delivered and furthermore deferral of
the delivery has been requested by the purchaser. Similarly the income from the sale is
recognized upon purchase of the good by the consumer even if installation thereof is
required. Indeed, the annex to IAS 18 provides that the revenue be recognized immediately
upon acceptance of delivery by the purchaser when the installation procedure is very
simple (for example installation of a device that requires only unpacking, and connection
to an electrical outlet).
The Group has a customer loyalty program which is based on points, the Unieuro Club,
with which customers can accumulate loyalty points when they acquire products in
points of sale bearing the Unieuro Brand. Once a specific minimum number of points have
been collected, they can be used as a discount on the purchase of another product. The
duration of the program coincides with the fiscal year. The Group records an adjustment
to the estimated revenues based on the points accrued which had not yet been spent,
the value of the discount to be paid as provided by the loyalty program and the historical
information regarding the percentage of loyalty point usage by customers.
Provision of services
The revenues and the costs arising from the provision of services are recognized on
the basis of the progress of the services at the closing date of the year. The progress is
determined based on the valuation of the work that has been carried out. When several
services are provided within a single contract, the consideration is distributed among the
individual services based on the relative fair value.
For the sale of guarantee extension services over and above the guarantee provided
by the manufacturer pursuant to the law, the Group recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. The interventions for repairs that are under guarantee are
estimated based on historical information regarding the nature, frequency and costs of
the interventions under guarantee, duly interpolated to stimulate future curves of such
events occurring.
Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by the Group.
Costs
The costs and other operating expenses are recognized in the income statement when
they are incurred on the basis of the accruals principle and the correlation of revenues,
when they do not produce future economic benefits or when the latter do not have to be
recognised as assets.
The costs for the purchase of merchandise are recognized upon assumption of all the
risks and benefits connected to ownership and they are measured at the fair value of the
consideration payable net of any reductions, returns, trade discounts and bonuses.
The costs for services are recognized on the basis of the progress of the services at the
closing date of the year.
It is hereby specified that the costs relative to the listing of the shares of the Company
on Mercato Telematico Azionario of Borsa Italiana S.p.A. are recognized in the income
statement when they are incurred pursuant to the accruals principle. This accounting
treatment arises from the structure of the offer solely for the placement of the shares
sold by Italian Electronics Holdings, which did not generate income for Unieuro.
The costs arising from operating leases are recognized on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognized on an
accruals basis during the contractual period.
Consolidated Financial Statements 172 - 173
Taxes
Current taxes
The current taxes are determined based on a realistic forecasts of tax expenses payable
on an accruals basis and in application of the applicable tax laws. The rates and tax laws
used to calculate the amount are the applicable rates and laws, or essentially those which
are in force, as at the balance sheet closing date. The current taxes which are relative
to elements that are not included in the income statement, are allocated directly to the
statement of comprehensive income and thereafter to shareholders’ equity, in line with
the recognition of the element to which they refer.
Following the loss of control of Italian Electronics Holdings which took place on 6
September 2017, the national tax consolidation scheme was interrupted and Italian
Electronics Holdings as the consolidating party exercised its option with effect from the
year ended 28 February 2015.
Deferred taxes
The deferred taxes are calculated using the so-called “liability method” on the temporary
differences from the balance sheet data between the tax values used as a reference
for the assets and liabilities and the values included in the balance sheet. The deferred
tax liabilities are recognized against all taxable temporary differences, except when
the deferred taxes arise from initial recognition of goodwill of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction,
has no effect either on the profit for the year calculated for the balance sheet statement
purposes or the profit or the loss calculated for tax purposes.
The deferred tax assets are recognized against all the deductible temporary differences
and for tax losses brought forward, to the extent that the existence of adequate future
taxable profits sufficient for usage of the deductible temporary differences and tax losses
brought forward is probable. The value to post in the balance sheet of the deferred tax
assets is re-examined on each balance sheet closing date and reduced to the extent
that it is no longer probable that there will be sufficient taxable profits in the future for
the recovery of these assets. The deferred tax assets which are not recognized are re-
examined periodically on the balance sheet closing date and they are recognized to the
extent that it has become probable that there will be taxable profit that can absorb these
deferred taxes.
The deferred taxes are measured based on the tax rates that are expected will be
applicable in the financial year in which these assets will be realised or these liabilities will
be extinguished, considering the rates applicable and those already issued or essentially
issued on the balance sheet date. The estimate has considered the provisions of law 208
of 28 December 2015 “Stability law 2016” which has provided for reduction of the IRES
rate from 27.5% to 24% with effect for the tax years subsequent to 28 February 2017.
The deferred tax assets and liabilities are offset if they refer to taxes payable to the
same tax authority and there exists a legal right that allows offsetting of the assets and
liabilities for current taxes.
Segment Reporting
An operating segment is defined by IFRS 8 as a component of an entity that: i) undertakes
business activities and generates revenues and costs (including revenues and costs that
refer to the operations with other components of the same entity); ii) the operating
results of which are reviewed periodically at the highest decision-making level of the
entity in order to adopt decisions regarding resources to allocate to this segment and
measurement of the results; iii) for which separate financial information is available.
The information regarding the business segments was prepared pursuant to the
instructions set forth in IFRS 8 “Operating Segments”, which provide for presentation
of information in line with the procedures adopted at the top management level for
assumption of operating decisions. Therefore, identification of the operating segments
and the information presented are defined on the basis of internal reports used by the
Group for allocation of resources and for analysis of the relative performances.
Consolidated Financial Statements 174 - 175
Based on the facts and cases to which the new documents apply, and acknowledging the
current accounting standards adopted by the Group, it is believed that there will be significant
effects from the first-time application of these documents insofar as IFRS 16, which will enter
into effect from the years beginning on or after 1 January 2019. In fact, this new standard
Consolidated Financial Statements 176 - 177
provides that a lessee, except for specific exemptions (e.g. short-term leases or leasing of
goods with a minimal value), must recognise all leases in the financial statements, including
those currently classified as operating leases, as financial liabilities for the obligation to pay
the future instalments, and the rights of use arising from the leases must be recognised under
non-current assets as offsetting entries. The estimate of the quantitative effects arising from
application by the Group of IFRS 16 is currently being calculated.
Furthermore, it is hereby noted that the analyses for identification of any effects arising from
first application of IFRS 9 with regard to the measurement, classification and valuation of
financial instruments and IFRS 15 with regard to the time and measurement of revenues for
the sale of assets and the provision of services to customers are also currently underway.
Based on some calculations, it is reasonable to assume that the effects for the Group arising
from first time application of these new standards will not be significant.
The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
• On 8 December 2016, the IASB issued IFRIC Interpretation 22: Foreign Currency
Transactions and Advance Consideration, the new document provides clarifications
regarding the accounting for foreign currency transactions.
• On 8 December 2016, the IASB issued amendments to IAS 40 - Transfers of Investment
Property. The amendments refer to section 57 of IAS 40 and apply to financial
statements covering periods beginning on (or after) 1 January 2018, but earlier
adoption is permitted.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued
in 2004 as interim Standard. It will enter into force as of 1 January 2021, but earlier
adoption is permitted.
• On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments
that provides accounting guidance on how to reflect any income tax uncertainties
regarding the taxation of a given phenomenon. IFRIC 23 will enter into force on 1
January 2019.
• On 20 June 2016, the IASB issued amendments to IFRS 2 “Classification and
measurement of share-based payment transactions (Amendments to IFRS 2)”. The
IASB has clarified the following application topics: (i) if the cash-settled share-
based payment plan provides conditions for vesting of the plan, the liability shall
be calculated on every closing date of the financial statements with the same logic
followed for equity-settled plans. Therefore, also for cash-settled plans, the fair value
of the assigned instruments must be calculated by considering only the conditions for
achieving market objectives, while the terms of service and conditions for achieving
non-market goals will be used to determine the number of instruments that are assigned
during the vesting period, (ii) in the event that the equity-settled plan provides a
mechanism by which the number of shares acquired is reduced by the amount of the
withholding tax paid on behalf of the employee, then the entire plan is classified as
equity-settled provided that the plan allows or requires the entity to adjust the plan,
net of withholding tax to be paid on behalf of the employee, and that the entire plan,
in the absence of the above mentioned clause, would be classified as equity-settled,
and (iii) in the case of modification of a plan from “cash-settled” to “equity-settled”,
the accounting treatment to be followed at the date of the modification involves de-
recognising the liability for the original “cash-settled” plan, recognising in shareholders’
equity an amount equal to the fair value of the new “equity-settled “ plan according
to services and goods already received, and recognising the difference between these
two previous amounts in the profit/(loss) for the financial year. The amendments to
IFRS 2 Share-based payments should be applied retroactively starting with financial
statements for financial years that begin on (or after) 1 January 2018.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment Features with
Negative Compensation. The amendments are aimed at allowing the measurement at
amortised cost or fair value through other comprehensive income (OCI) of financial
assets featuring an early termination option with negative compensation.
• On 12 October 2017 the IASB issued amendments to IAS 28 - Long-term Interests in
Associates and Joint Ventures. The amendments are designed to clarify to which long-
terms receivables from an associated company or joint venture which, in essence, are
part of the net investment of the associated company or joint venture IFRS 9 applies.
• On 12 December 2017 the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combination and IFRS 11 - Joint Arrangements. The amendments will
come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018 the IASB published amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarifies how pension expenses are calculated when
there is a change in defined-benefit plans. The amendments will come into force on 1
January 2019.
With respect to business risks, the main risks identified, monitored and, as specified
below, actively managed by the Group are as follows:
• credit risk (both in relation to normal trading transactions with customers as well as
financing activities);
• liquidity risk (with respect to the availability of financial resources and access to the
credit market and financial instruments in general);
• market risk (including currency and interest rate risks).
The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.
Consolidated Financial Statements 178 - 179
Credit risk is the possibility that an unexpected change in the credit rating of a counterparty
will expose the Group to the risk of default, subjecting it to potential lawsuits. By way of
introduction, we note that the credit risk which the Group is subject to is minimal since
its sales are mainly to the end consumers who pay the consideration upon purchasing
the product. Sales to affiliates (Wholesale channel) and wholesale customers (B2B
channel), which represent a total of approximately 17.6% of the Group’s revenues as at 28
February 2018, require the Group to use strategies and instruments to reduce this risk.
The Group has credit control processes which include obtaining bank guarantees to cover
a significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown
of the deadlines and average collection times. There are no significant concentrations
of risk. The other receivables are mainly receivables from the tax authorities and public
administrations, lease instalments paid early and advances paid for services which
therefore carry a limited credit risk.
The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of its financial assets
represents the Group’s maximum exposure to credit risk.
Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual
obligations consist of discharging financial liabilities within the deadlines that have been
set. Liquidity risk management is the management of incoming funds, guaranteeing a
balance between cash inflows and outflows and thereby minimizing the cost of financial
management. This translates into procuring financial resources sufficient to maintain the
company’s financial structure streamlined, reducing that cost to the minimum level (in
terms of financial expenses). Liquidity risk is limited by:
• cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;
• usage of short-term loans (hot money);
• usage of committed credit lines: these are credit lines that pools of banks commit to
having available for the Group until maturity;
• usage of non-committed financial assets only for funding purposes;
• usage of medium/long-term loans able to maintain the Company’s ordinary and
other operations; the usage of this type of resource requires constant monitoring of
expirations of financial debts as well as contingent market terms and conditions.
The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.
The financial structure in its entirety is constantly monitored by the Group to ensure
coverage of its liquidity needs. Below is the Group’s financial structure by deadline for the
years and at 28 February 2018 and 28 February 2017:
To address these risks, the Company has stipulated with a pool of banks derivative
contracts consisting of Interest Rate Swaps (IRS) in order to mitigate the potential effect
of changes in the interest rates on the economic result, with economically acceptable
terms and conditions.
The interest rate swaps in existence as at 28 February 2018 were stipulated following the
conclusion of a loan contract with a pool of banks, led by Banca IMI S.p.A.. On 12 February
2018 following the closing which took place on 9 January 2018, the date on which the
loan agreement known as the Senior Facilities Agreement was concluded (the “Loan
Agreement”), new interest rate swaps associated with the term loan current supplied by
the pool were concluded.
The interest rate swaps, which satisfy the requirements of IAS 39, are recognised using
the hedge accounting method. The amount recognized in equity under the cash flow
hedge reserve is equal to €191 (negative) thousand as at 28 February 2018 and zero as at
28 February 2017.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2018.
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.
We note that the sensitivity analysis arising from a hypothetical change in the market
rates which respectively discount appreciation and depreciation equal to 50 BPS, takes
into account the hedges established by the Group.
We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortized cost.
Sensitivity Analysis
Exposure to credit risk was measured by means of a sensitivity analysis that indicates
the effects on the income statement and shareholders’ equity from a hypothetical
appreciation (depreciation) of the Euro on the United States dollar.
This analysis assumes that all other variables, interest rates in particular, are unchanged
and does not consider the effects of sales and purchases.
A change in the currency rates, from a hypothetical change in market rates which
respectively discounts appreciation and depreciation of 50 BPS, would have resulted in
an effect on financial expenses as shown below.
(Amounts in thousands of Euros) Profits/(losses) for the year ended 28 February 2018
appreciation depreciation
The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.
Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.
The liabilities relative to the bank indebtedness are measured using the amortized cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
Consolidated Financial Statements 182 - 183
The table below separates financial assets and liabilities by category as at 28 February
2018 and 28 February 2017:
Other assets 56 56
Financial liabilities not
designated at fair value
Other assets 53 53
Financial liabilities not
designated at fair value
The Group has identified just one operating segment, which is the entire company and
covers all the services and products provided to customers. The Group’s view of itself as
a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). Management has also identified three Cash Generating Units
(CGUs) inside the SBU to which goodwill has been allocated. This approach is supported
by the control model of the management’s operations that considers the entire business,
regardless of the product lines or geographical location, which management does not
consider significant in decision-making. The operating segment’s results are measured by
analysing trends of revenue and gross operating profit or loss.
The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.
The impact of the gross Profit/(loss) on Revenues decrease from 2.3% for the year ended
28 February 2017 to 2.2% for the year ended 28 February 2018.
The table below contains a breakdown of revenue by product category and service
offered:
The table below contains a breakdown of the revenues per geographical area:
(Amounts in
thousands of Euros) Amounts as at 28 February 2018 Amounts as at 28 February 2017
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value
Plant and
machinery 122,136 (88,904) 33,232 107,488 (81,711) 25,777
Tangible assets
under construction
(Amounts in thousands Plant and Other and payments on
of Euros) machinery Equipment assets account Total
With reference to the financial year ended 28 February 2018, the Group made investments,
including the effects of the first Monclick consolidation and net of decreases of the
category “Assets under construction”, amounting to €30,513 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing €5,784 thousand through the restyling of the layouts and reduction
or expansion of the sales surface area; (ii) investments for the opening and acquisition
of new points of sale in new consumer areas considered to be strategic or in areas which
were not sufficiently covered by the current portfolio of stores and refurbishing of the
sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing €13,487
thousand; (iii) investments in relocating existing points of sale in consumer areas considered
to be more strategic costing €812 thousand; (iv) minor maintenance interventions of
an extraordinary nature and renewal of the furniture in various points of sale costing
€6,943 thousand; (v) investments in a new data centre and other tangible infrastructures
costing €1,422 thousand and (vi) a contribution resulting from the acquisition of 21 sales
outlets belonging to the Andreoli S.p.A. business unit and the acquisition of 19 sales
outlets belonging to the Cerioni S.p.A. business unit costing €1,927 thousand and (vii) a
contribution resulting from the first Monclick consolidation amounting to €138 thousand.
The new financial leases are equal to €2,655 thousand and of these €198 thousand
referred to electronic machines and €2,457 thousand to furniture and furnishings.
Note that Monclick’s acquisition of the 21 sales outlets belonging to the Andreoli S.p.A.
Consolidated Financial Statements 186 - 187
business unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were
configured as business combinations and came under the scope of f IRFS 3. As required
by accounting standard, the tangible assets were measured and recorded at their fair
value on the acquisition date, which meets the requirements under IAS 16.
To assess this fair value, the Company appointed internal technicians who, with reference
to the business units Andreoli S.p.A. and Cerioni S.p.A., estimated the value of acquired
asset at €1,927 thousand, whilst the fair value of the assets resulting from the first
consolidated of Monclick amounts to €138 thousand. The amortisation and depreciation
was calculated based on the depreciation rates adopted for the respective category.
The values and useful life were reflected in the consolidated financial statements from the
date of the acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales
outlets, 1 June 2017 for Monclick and from 31 October 2017 for the progressive acquisition
of the 19 Cerioni sales outlets. For further details see note 5.28. “Business combinations”.
The item “Amortization and write-downs (write backs)” of €16,503 thousand includes €15,498
thousand in depreciation and €983 thousand of write-downs and write backs. The write-downs
mainly refer to stores for which onerous leases were identified while the write backs refer to
stores with a significant improvement in their economic results, so that the lease was no longer
considered onerous, and therefore previously written down assets were written back.
In the year ended 28 February 2017, the Company made investments net of decreases in
the category “Assets under construction” of €23,479 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected points
of sale costing €9,271 thousand through the restyling of the layouts and reduction of the sales
surface area; (ii) investments for the opening of new points of sale in new consumer areas
considered to be strategic or in areas which were not sufficiently covered by the current
portfolio of shops costing €3,300 thousand; (iii) investments in relocating points of sale
existing in consumer areas considered to be more strategic costing €3,198 thousand (iv) energy
efficiency projects and other minor maintenance interventions of an extraordinary nature and
renewal of the furniture in various points of sale costing €1,858 thousand and (v) investments
in servers and printers and other tangible infrastructures costing €5,852 thousand.
The new financial leases are equal to €3,440 thousand and of these €1,261 thousand
referred to electronic machines and €2,179 thousand to furniture and furnishings.
The item “Amortization and write-downs (write backs)” of €14,150 thousand includes
€13,312 thousand in depreciation and €838 thousand of write-downs and write backs.
The write-downs mainly refer to stores for which onerous leases were identified while the
write backs refer to stores with a significant improvement in their economic results, so
that the lease was no longer considered onerous, and therefore previously written down
assets were written back. The item also includes write-downs of assets existing at the
Oderzo (TV) point of sale following a fire that took place on 25 February 2017.
The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the amount
of the debts to the leasing company, see note 5.13 “Other financial liabilities.”
5.2 Goodwill
The breakdown of the item “Goodwill” as at 28 February 2018 and as at 28 February 2017
is shown below:
The change in the “Goodwill” item for the period from 29 February 2016 to 28 February
2018 is shown below:
Acquisitions -
Write-downs -
Acquisitions 16,153
Increases -
Write-downs -
The value of goodwill at 28 February 2018, equalling €174,748 thousand, increased over
the year ended 28 February 2017 by €23,352 thousand. The increase relates to the
following operations: (i) €7,199 thousand for the acquisition of Monclick S.r.l., one of the
leading online operators in Italy, active in the consumer electronics market and in the
B2B2C online market, (ii) €10,500 thousand for the acquisition of a business unit from
Andreoli S.p.A., comprising 21 sales outlets and (iii) €5,653 thousand for the acquisition
of a business unit from Cerioni S.p.A., comprising 19 sales outlets.
It should be noted that, at the time of acquisition, Unieuro availed itself of the right
provided under IFRS 3 to carry out a provisional allocation of the cost of business
combinations at fair value of the acquired assets, liabilities and contingent liabilities
assumed. If new information obtained during one year from the acquisition date, relating
to facts and circumstances existing at the acquisition date, leads to adjusting the
amounts indicated or any other fund existing at the acquisition date, accounting for the
acquisition will be revised. No significant changes are expected compared to what has
already been accounted. For more details about the transactions, see note 5.28 “Business
unit combinations”.
Consolidated Financial Statements 188 - 189
The value of goodwill to 28 February 2017 refers to: (i) the contribution from the merger
by incorporation of the former Unieuro which took place on 26 February 2016. The
contribution of €32,599 thousand is mainly composed of the allocation of the deficit
generated by the incorporation transactions involving the former Unieuro S.p.A., Unieuro
Campania S.r.l. and Trony Pordenone S.r.l., into Brunello S.p.A. (later renamed Unieuro
S.r.l.) made by the former Unieuro in the company’s financial year ending 30 April 2004,
and (ii) of €194 thousand, on the adjustment of the price calculated in relation to the
acquisition of the business unit Dixons Travel, which was concluded on 11 February 2015
and paid for on 10 September 2015. The unit consists of 8 stores, of which 5 are in the
Rome-Fiumicino airport, 2 are in Milan-Malpensa and 1 inside Milan-Linate airport and
deals with retail sale of electronic products and accessories, (iii) for €94,993 thousand
from the merger by incorporation of the Marco Polo S.r.l. in Marco Polo Holding S.r.l.
and the simultaneous reverse merger of Marco Polo Holding S.r.l. into Unieuro, that
took place during 2006, (iv) for €9,925 thousand from mergers by incorporation of
Rialto 1 S.r.l. and Rialto 2 S.r.l., which occurred during 2010, (v) for €8,603 thousand
from the merger of Marco Polo Retail S.r.l. into Unieuro during 2009, and (vi) for €5,082
thousand from other minor mergers and acquisitions of business units.
It should also be noted that, in the previous year ended 28 February 2017, no changes
took place in the item in question.
The goodwill impairment test for each CGU was approved by the Company’s Board of
Directors on 26 April 2018. In preparing the impairment test, the directors made use of
a special report prepared for this purpose by a consultant appointed specifically by the
Company.
IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation
of incoming cash flows, but all the assets within the Unit should be interdependent.
Pursuant to IAS 36 the correlation that exists between the goodwill acquired during
the business combination and the CGUs takes shape. In effect, at the time of the
acquisition of the goodwill, it must be allocated to the CGU or the CGUs which are
expected to benefit the most from the synergies of the combination. In this sense, the
decisions linked to the definition of these synergies strongly depend on the Group’s
strategic organisation models, the commercial purchase and sales decisions which,
specifically, disregard the number of sales points which do not enjoy decision-making
autonomy.
The Group has identified an operating segment, which is the entire Group and covers
all the services and products provided to customers. The Group’s corporate vision as
a single omnichannel business ensures that the Group has identified a single Strategic
Business Unit (SBU). Within the SBU the Group has identified three CGUs to which the
goodwill was allocated, this approach is supported by the operating control model by the
corporate management which considers the entire activity uniformly, disregarding the
product lines or geographic locations whose division is not considered significant for the
purpose of taking corporate decisions.
The Group identified three CGUs to which the goodwill was allocated:
• Retail;
• Wholesale;
• B2B
The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.
The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.
The Wholesale CGU relates to the distribution channel at affiliated sales points (shops
that are not owned, but which use the “Unieuro” or “Unieuro City” brand).
The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.
The allocation of goodwill to the three CGUs took place in line with the specific activity
of the individual CGU in order to include the best exploitation of internal and external
synergies in the business model used. The allocation took place based on the relative fair
values as at 28 February 2014. As described previously, the Group opted for identifying
the value in use to determine the recoverable fair value. The value in use is calculated
through an estimate of the current value of the future financial flows that the CGUs could
generate.
The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.
The Business Plan used for the impairment test referring to the financial year ending
28 February 2018, was originally approved by the Board of Directors on 12 December
2016 and subsequently updated by the Board of Directors on 17 April 2018. The Business
Plan underlying the impairment test was prepared on a consolidated basis, taking into
account recent business performance. Specifically, the final figures for the years ending 28
February 2017 and 28 February 2018 have been taken into consideration. The budget for
the year ending 28 February 2019 has been drawn up and, consequently, the development
of the financial data has been updated until 28 February 2023.
Consolidated Financial Statements 190 - 191
The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2018 are based, among other things, on external sources
and on the analyses conducted by the Group. In this regard note that based on the
market sources used by the Group, the Italian market of traditional consumer electronics
channels (i.e. excluding internet channels) was estimated as slightly down, while the
Online channel is expected to grow.
In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The business plans use a positive growth rate for the impairment tests,
higher and challenging compared with the reference market growth forecast. The Group
actually registered record positive performances and its growth is not, in the opinion of
the Group Directors, directly related to market trends. The Group therefore anticipates
continuing to maintain positive performances in the future irrespective of the performance
of the reference market. Specifically, the Group projects growth, in line with its strategy,
thanks to its ability to increase its customer base, promote and foster complementary
services and increase its market penetration compared with competitors.
Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(i) CGU Retail: sales are taken as growing over the reference time frame;
(ii) CGU Wholesale: growing sales as a result of the development of the assets of existing
affiliates and the acquisition of new affiliates;
(iii) CGU B2B: sales constant during the reference time frame.
The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” equal to 0% was envisaged because the
result that the company will manage to achieve in the last financial year of the business
plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 10.50%.
The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.
The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (ß) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of
the overall market, was calculated on the basis of a panel of listed companies operating
mainly or exclusively in the sale of consumer electronics, through a combination of
sales channels (in store and online sales, in the majority of cases alongside wholesale
and/or business-to-business sales).
• Specific risk premium ( ) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy :(IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.
The Group has a well-established history of operating on the market and, to date, there
has been no evidence of anything that would suggest an interruption to activities in
the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.
The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose of
estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal to
the average figure in the plan was applied to the revenues identified in order to reflect
the competitive dynamics featured in the reference sector. For the Group overall,
this latter figure is located within the current range expressed by the estimates of
the analysts relating to the panel of comparable companies used to determining the
WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.
Consolidated Financial Statements 192 - 193
Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Group’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2018.
as at 28 February 2018 WACC g Terminal Value (TV) Recoverable Amount (RA) % TV over RA
The results of the impairment tests as at 28 February 2018 are given below:
RA compared
as at 28 February 2018 Carrying Amount (CA) Recoverable Amount (RA) with CA
Based on the estimates made there was no need to adjust the value of the goodwill
recorded.
Note that the carrying amount of the CGU B2B as at 28 February 2018 was negative as a
result of the negative net working capital allocated to the CGU B2B.
The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2018, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20%:
Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitized separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.
(1)
For some of the parameters selected, taking into consideration the configuration of the cash flows on which
the calculation of the recoverable amount and/or the value of the carrying amount was based, there is no
reasonable value identified for the parameter for which the recalculated sum for the recoverable amount
corresponds to the respective value of the carrying amount.
Lastly, the Group has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new sales points over the span of the business plan. The results of the analysis conducted
are given below:
RA compared
as at 28 February 2018 Carrying Amount (CA) Recoverable Amount (RA) with CA
It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Group.
Consolidated Financial Statements 194 - 195
The change in the item “Intangible assets with a finite useful life” for the period from 29
February 2016 to 28 February 2018 is given below:
Decreases - - - - -
Amortisation, depreciation
and write downs/(write backs) (3,121) (687) - - (3,808)
Decreases in Amortisation,
Depreciation Provision - - - - -
Regarding the financial year ended 28 February 2018, the increases, including the first
Monclick consolidation, Acquisitions and net of decreases in the category “Assets under
construction”, amount to a total of €18,451 thousand.
The item First Monclick consolidation results from the acquisition of control of Monclick which
was configured as a business combination and fell within the scope of IFRS 3. As required
by accounting standard, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. For the assessment of that fair value, the Group assigned external consultants
with proven experience who, using evaluation methods in line with the best professional
practice. These consultants estimated the value of the Monclick brand at €4,641 thousand
(with a useful life of 20 years), the value of customer lists at €1,178 thousand (with a useful
life of 4 years), and the value of internally produced software at €1,284 thousand (with a
useful life of 5 years). The values and useful life estimates are reflected in the Consolidated
Financial Statements of Unieuro starting from 1 June 2017. The value of the brand and the
customer lists was attributed to the “Concessions, licences and brands” category, while the
value of software was attributed to the “software” category.
The item “increases” related mainly to the “Software” category for €5,513 thousand, mainly
attributable to: (i) new software and licences, (ii) costs incurred for the development and
updating of the new website, www.unieuro.it and (iii) costs incurred for extraordinary
interventions on pre-existing management software, under the “Key Money” category,
amounting to €3,320 thousand, referring to the payment of Key Money for the stipulation
of lease agreements carried out during the financial year, for the Euroma2 sales outlet,
the sales outlet located in Brescia and the sales outlet located in Modena, which opened
in December 2017 and under the “Assets under construction” category, amounting to
€1,071 thousand, mainly due to the implementation of new software.
The item “Acquisitions”, referring to the “Key Money” category for €2,390 thousand,
results from the acquisition of the control of the Andreoli S.p.A. and Cerioni S.p.A. business
units, which have been configured as a business combination and fall within the scope
of application of IFRS 3. As required by accounting standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life were reflected in the consolidated financial statements from the date of
the acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets
and from 31 October 2017 for the progressive acquisition of the 19 Cerioni sales outlets.
For further details, please refer to note 5.28 “Business combinations”. the measurement
of the fair value of the Key money the company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money.
With regard to the financial year ended 28 February 2017, increases total €4,419 thousand
and relate to the “Software” category for €3,507 thousand, to the “Concessions,
licences and brands” category for €3 thousand and to the “Intangible fixed assets under
construction” category for €909 thousand.
Investments relating to the “Software” category are mainly due to new software and
licences, and costs incurred for the development and updating of the www.unieuro.it
website for €3,507 thousand. Increases in fixed assets under construction relate to the
implementation of new software.
Consolidated Financial Statements 196 - 197
Bad debt
provision -
amount due Inventory bad Intangible
(Amounts in thousands of Euros) from suppliers debt provision Tangible assets assets
- - - - -
41 - - 41 - 41
Note that the tax losses still available as at 28 February 2018 are equal to €399,229
thousand (tax losses available as at 28 February 2017 stood at €408,940 thousand).
In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.
On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Consolidated Financial Statements 200 - 201
The increase in the item “Deferred tax liabilities” is mainly due to the contribution from the
first consolidation of Monclick for €1,982 thousand. This amount refers to the deferred tax
effect on the values allocated to intangible assets as a result of the business combination
of Monclick.
Deferred tax liabilities result from goodwill with a different statutory value from the value
for tax purposes.
Year ended
Advances to suppliers 27 27
The item “Other current assets” mainly includes deferred charges with regard to building
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.
The increase in the item deferred charges is mainly due to the increase in the cost of
insurance, particularly following the catastrophic events due to the fire at the Oderzo point
of sale which took place on 25 February 2017 and the theft at the Piacenze warehouse
which took place in August 2017 with a new insurance contract signed with a new pool of
insurers which led to an increase in the premium.
The decrease in the item other current assets is mainly due to the collection of the
receivable from the Ministry of Education, Universities and Research for the “Carta del
Docente” (teacher accreditation) which stood at €24 thousand in the year ended 28
February 2018 (€1,623 thousand in the year ended 28 February 2017). This certificate is
an initiative of the Ministry of Education, Universities and Research required by Law 107
of 13 July 2015, Article 1, paragraph 121, aimed at enabling teachers to take advantage of
a voucher worth €500 to purchase educational material for teaching purposes.
Tax credits as at 28 February 2018 and 28 February 2017 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.
The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers. The increase is mainly due to the acquisition of new stores and the
expansion of existing ones.
5.6 Inventories
Warehouse inventories break down as follows:
Year ended
The value of gross inventories went from €275,321 thousand as at 28 February 2017 to
€322,654 thousand as at 28 February 2018, an increase of 17.2% in total gross inventories.
The increase is attributable to: (i) the reopening of 21 sales outlets acquired from Andreoli
S.p.A., operational from 1 July 2017, the acquisition of the flagship store in the Euroma2
shopping centre, opened on 20 September, the progressive reopening, from 16 November,
of the 19 sales outlets acquired from Gruppo Cerioni S.p.A. and the new openings that
took place during the period in question, totalling 7 points of sale, (ii) the contribution
resulting from the Monclick consolidation and (iii) the increase in volumes managed.
The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
Consolidated Financial Statements 202 - 203
The change in the obsolescence fund for the period from 29 February 2016 to 28 February
2018 is broken down below:
Provisions (1,770)
Reclassifications -
Utilisation -
Provisions -
Reclassifications -
Utilisation -
The increase in the inventory bad debt provision of €3,356 thousand is attributable to:
(i) the presentation of the direct write-down within the inventory bad debt provision of
€4,892 thousand, (ii) the adjustment of the inventory bad debt provision which includes
the prudential write-down of merchandise as at 28 February 2018 of €1,935 thousand and
(iii) the contribution resulting from the first Monclick consolidation for €399 thousand.
The direct write-down at 28 February 2017 was €4,892 thousand and was attributable
to the impairment of the stock at the Oderzo (TV) sales point equal to €1,062 thousand
which took place following the fire which occurred on 25 February 2017. Following the
accident, Unieuro promptly activated the relevant insurance coverage. At the date of
preparation of these financial statements there weren’t: (i) objective elements to define
a reconstruction of the events that could in any way identify responsibilities borne by
Unieuro and (ii) an official quantification, by the judicial authorities involved or by the
experts appointed by the insurance companies. The Company believes that it has the
appropriate insurance coverage.
5.7 Trade receivables
A breakdown of the item “Trade receivables” as at 28 February 2018 and as at 28 February
2017 is shown below:
Year ended
The value of receivables, which refer to Wholesale and B2B channels, was up by €4,369
thousand compared with the previous year with the increase mainly attributable to
different invoicing and collection dynamics compared with the year ended 28 February
2017.
The change in the bad debt provision for the period from 29 February 2016 to 28 February
2018 is broken down below:
Provisions -
Utilisation 73
Provisions (146)
Utilisation 83
Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at €2,412 thousand
as at 28 February 2018 and €2,279 thousand as at 28 February 2017.
Credit risk represents the exposure to risk of potential losses resulting from the failure
of the counterparty to comply with the obligations undertaken. Note, however, that
for the periods under consideration there are no significant concentrations of credit
Consolidated Financial Statements 204 - 205
risk, especially taking into consideration the fact that the majority of sales are paid for
immediately by credit or debit card in the Retail, Travel and Online channels, and in cash
in the Retail and Travel channels. The Group has credit control processes which include
obtaining bank guarantees to cover a significant amount of the existing turnover with
customers, customer reliability analysis, the allocation of credit, and the control of the
exposure by reporting with the breakdown of the deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.
Year ended
As at 28 February 2018 IRES credits of €2,811 thousand were recorded under “Other IRES
credits” and included the receivable due from the previous year and the credit generated
during the year for withholdings. The item “IRES credits”, which at 28 February 2017 stood
at €4,042 thousand, included the receivable from the tax consolidation involving Italian
Electronics Holdings, collected during the year following the break in the consolidation
relationship. On 6 September 2017, Italian Electronics Holdings sold some Unieuro shares
on the market thereby losing control over the company.
Lastly, the item includes IRAP credits of €336,thousand, down compared with the
previous year, as a result of the compensatory payments from IRAP tax due for the year
ended 28 February 2018.
5.9 Cash and cash equivalents
A breakdown of the item “Cash and cash equivalents” as at 28 February 2018 and as at
28 February 2017 is shown below:
Year ended
Cash and cash equivalents stood at €61,414 thousand as at 28 February 2018 and €36,666
thousand as at 28 February 2017.
The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable. At 28 February 2017 there was a pledge
on a current account of €650 thousand relating to a guarantee given for the leasing of
several sales outlets vacant on 27 March 2017.
For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
Consolidated Financial Statements 206 - 207
Reserve for
actuarial gains/
Cash flow (losses) on
Share Legal Extraordinary hedge defined benefit
(Amounts in thousands of Euros) capital reserve reserve reserve plans
- - - 73 - 73
- - (10,642) - -
- - - (3,880) - (3,880)
- - - (106) - (106)
- - - - - -
The Share capital as at 28 February 2018 stood at €4,000 thousand, broken down into
20,000,000 shares.
The Share capital as at 28 February 2017 stood at €4,000 thousand, broken down into
20,000,000 shares.
During the years ended 28 February 2018 and 28 February 2017 there were no assets
allocated to specific businesses.
The reconciliation between the shareholders’ equity of the parent company and the
consolidated shareholders’ equity as at 28 February 2018 is illustrated below:
Year ended
On 29 November 2013, under the scope of the consolidation transaction that led to the
acquisition of former Unieuro by the Group headed by the parent company Venice Holdings
S.r.l., a loan agreement called “Euro Term and Revolving Credit Facilities Agreement”
was signed with Banca IMI S.p.A., as financing bank and agent bank, UniCredit Corporate
Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.p.A. and Monte dei
Paschi di Siena Capital Service Banca per le Imprese S.p.A., in the capacity of the lending
banks, on the one side, and the Company on the other side as the beneficiary company.
Later, on 19 September 2014, Banca IMI S.p.A sold part of its stake in the loans granted
to the Company to ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and
Volksbank Banca Popolare dell’Alto Adige Soc. Coop.pa..
On 22 December 2017 a new Loan Agreement was signed, the “Loan Agreement”, with
Banca IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole
Cariparma S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The
Loan Agreement was finalised on 9 January 2018 following the conclusion of relations
and the repayment of the previous lines of credit and the provision of the new funding.
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were repaid in full on 9 January 2018.
The new lines, including a €100 million amortizing term loan, of which €50 million
(“Term Loan”) was for replacing the existing lines of credit and €50 million (the “Capex
Consolidated Financial Statements 212 - 213
Facility”) was for acquisitions and investments for restructuring the network of stores,
and €90 million in revolving facilities (the “Revolving Facility”), are at significantly better
conditions compared with the previous loans, particularly with regard to (i) a reduction
in the interest rate; (ii) the extension of the duration by five years; (iii) greater operational
flexibility related to the reduction in the number of funding institutions, covenants and
contractual restraints; as well as (iv) the removal of collateral in favour of the lending
banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events
in this clause are verified. These clauses require compliance by Unieuro S.p.A. with a
consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement);
At 28 February 2018 the covenant was calculated and complied with. See below for the
summary table:
28 February 2018
The Loan Agreement includes the Company’s right of early repayment, in full or in part
(in such a case of minimum amounts equal to €1,000,000.00) and prior notification of
the Agent Bank, of both the Senior Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, the Company is obliged to repay the Loan early.
As at 28 February 2018 and until the date these financial statements were prepared, no
events occurred that could give rise to the early repayment of the loan. Financial liabilities
as at 28 February 2018 are illustrated below:
As at 28 February 2018
of which of which
(Amounts in thousands of Original Interest current non-current
Euros) Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1) n.a. 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility dic-22 90,000 1m+spread - - -
Current bank payables 79 79 -
Euribor
Term Loan dic-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility dic-22 50,000 3m+spread - - -
Ancillary expenses on loans
(2) (2,600) (618) (1,982)
Non-current bank payables
and current part of non-
current debt 47,400 6,882 40,518
Total 47,479 6,961 40,518
The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)
As at 28 February 2017
of which of which
(Amounts in thousands of Original Interest current non-current
Euros Maturity amount rate Total portion portion
1.30% -
Short-term lines of credit (1) n.a. 47,500 7.0% - - -
Euribor
Revolving Credit Facility dic-19 41,800 1m+spread - - -
Current bank payables - - -
Euribor
Loan A dic-19 15,000 6m+spread 6,000 3,000 3,000
Euribor
Loan B dic-20 13,300 6m+spread 13,300 - 13,300
Euribor
Capex Facility dic-19 15,000 6m+spread 14,250 3,750 10,500
Ancillary expenses on loans (2)
(1,770) (766) (1,004)
Non-current bank payables
and current part of non-
current debt 31,780 5,984 25,796
Total 31,780 5,984 25,796
The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)
The loans are evaluated using the amortised cost method based on the provisions of IAS
39 and therefore their value is reduced by the ancillary expenses on the loans, equal to
€2,600 thousand as at 28 February 2018 (€1,770 thousand as at 28 February 2017).
Year ended
(Amounts in thousands of
Euros) as at 28 February 2018 as at 28 February 2017
of which with of which with
Related- Related-
Ref Parties Parties
(A) Cash 5.9 61,414 - 36,666 -
(B) Other liquid assets - - - -
(C) Securities held for
trading - - - -
(D) Liquidity (A)+(B)+(C) 61,414 - 36,666 -
- of which is subject to a
pledge - 650 -
(E) Current financial
receivables - - -
(F) Current bank payables 5.11 (79) - - -
(G) Current part of non-
current debt 5.11 (6,882) - (5,984) -
(H) Other current financial
payables 5.13-5.15 (6,256) - (2,418) -
(I) Current financial debt
(F)+(G)+(H) (13,217) - (8,402) -
- of which is secured - - (6,750) -
- of which is unsecured (13,217) - (1,652) -
(J) Net current financial
position (I)+(E)+(D) 48.197 - 28,264 -
(K) Non-current bank
payables 5.11 (40,518) - (25,796) -
(L) Issued bonds - - - -
(M) Other non-current
financial payables 5.13-5.15 (12,195) - (4,427) -
(N) Non-current financial
debt (K)+(L)+(M) (52,713) - (30,223) -
- of which is secured 0 - (26,800) -
- of which is unsecured (52,713) - (3,423) -
(O) Net financial debt
(J)+(N) (4,516) - (1,959) -
Consolidated Financial Statements 216 - 217
The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2018 and
28 February 2017. See Note 5.13 “Other financial liabilities” for more details.
Year ended
Service cost -
Settlements/advances (592)
Actuarial (profits)/losses 2
Service cost 89
Acquisitions 1,255
Settlements/advances (595)
This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.
The item Acquisitions refers to the assumption of the debt relating to the Severance
Pay of employees transferred under the scope of the acquisition of the business units
of Andreoli S.p.A. and Cerioni S.p.A., for more details, refer to Note 5.28 - “Business unit
combinations”.
Settlements recorded in the financial year ended 28 February 2018 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.
Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:
Year ended
Year ended
Probability of leaving 5% 5%
With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.
Below is the sensitivity analysis, as at 28 February 2018, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the average inflation and actualisation
rate, respectively of 1%, 1%, 0.25% and 0.25%. The results are summarised in the table
below:
Year ended
The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:
Year ended
Factoring liabilities
Payables to factoring companies stood at €142 thousand as at 28 February 2018 (€175
thousand as at 28 February 2017) and refer to transfers of trade payables to a financial
counterparty through factoring without recourse.
Consolidated Financial Statements 220 - 221
5.14 Provisions
The change in the item “Funds” for the period from 29 February 2016 to 28 February 2018
is broken down below:
The “Tax dispute provision”, equal to €3,701 thousand as at 28 February 2018 and €5,649
thousand as at 28 February 2017, was set aside mainly to hedge the liabilities that could
arise following disputes of a tax nature.
The “Other disputes provision”, equal to €2,468 thousand as at 28 February 2018 and
€1,742 thousand as at 28 February 2017, refers to disputes with former employees,
customers and suppliers. The item Business unit acquisitions of €71 thousand relates
to certain disputes on the moment at acquired Andreoli S.p.A. business unit, with this
liability settled during the course of the year.
The “Onerous contracts provision”, equal to €881 thousand as at 28 February 2018 and
€1,528 thousand as at 28 February 2017, refer to the provision allocated for non-discretionary
costs necessary to fulfil the obligations undertaken in certain rental agreements.
The “Other risk provision”, equal to €1,399 thousand as at 28 February 2018 and €1,072
thousand as at 28 February 2017, mainly include: i) the provision for expenses for the
restoration of stores to their original condition set aside to cover the costs for restoring
the property when it is handed back to the lessor in cases where the contractual obligation
is the responsibility of the tenant; ii) the additional customer compensation fund.
5.15 Other current liabilities and other non-current liabilities
Below is a breakdown of the items “Other current liabilities” and “Other non-current
liabilities” as at 28 February 2018 and 28 February 2017:
Year ended
Deposit liabilities 26 21
The item “Other current liabilities” increased by €23,015 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017. The increase in the item
recorded in the period in question is mainly due to greater deferred income relating to
the servicing of the extended warranty.
The balance of the item “Other current liabilities” is mainly composed of:
• deferred income and accrued liabilities of €101,281 thousand at 28 February 2018
(€89,446 thousand as at 28 February 2017) due mainly to the deferrals for the extended
warranty services. Revenue from sales is reported according to the term of the contract,
or the period for which there is a performance obligation, thereby re-discounting sales
pertaining to future periods. Moreover, note that the methods for managing warranty
services for the periods after the legally-required periods were changed with regard
to sales of extended warranty services made by the former Unieuro (from the financial
year ended 28 February 2015) and to sales of extended warranty services in certain
categories of goods (white goods) made by Unieuro (from the financial year ended
29 February 2012) and to sales of extended warranty services by the sales outlets
acquired from Cerioni S.p.A. and Andreoli S.p.A. (from the year ended 28 February
2018) by handling activities that were previously outsourced to third-parties internally;
• payables to employees for €34,879 thousand per 28 February 2018 (28 February 2017
€28,206 thousand) consisting of debts for outstanding wages, holidays, permissions,
and thirteenth and fourteenth month pay. These payables refer to items accrued but
not yet settled;
• VAT payables of €17,102 thousand at 28 February 2018 (€15,715 thousand at 28
Consolidated Financial Statements 222 - 223
February 2017) composed of payables resulting from the VAT settlement with regard
to February 2018.
The item “Other non-current liabilities” increased to €697 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017.
The balance of the item “Other non-current liabilities” is mainly composed of the monetary
bonus in the share-based payment plan, the Long Term Incentive Plan, of €692 thousand.
Following the approval of the distribution of the dividend by the Shareholders’ Meeting
on 29 June 2017, a payable relating to the monetary bonus accrued to managers and
employees was recorded as required by the regulation. For more details, please see Note
5.27.
Year ended
The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.
(Amounts in thousands of Euros) Bad debt provision - amount due from suppliers
Provisions -
Utilisation (135)
Provisions 488
Utilisation (190)
There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.
5.17 Revenues
Below is a break down of the item “Revenue” for the financial years ended 28 February
2018 and 28 February 2017:
Year ended
Wholesale (2)
218,458 227,864
B2B (3)
118,937 102,658
The Retail sales channel refers to the sale of products to end users through direct sales points located
(1)
throughout Italy, with the exception of airports. The Online sales channel represents the sale of products to
end users through the web channel with the option of home delivery and Click & Collect. The Travel sales
channel embodies the sale of products at major public transport hubs via direct stores.
(2)
The Wholesale channel covers the sale of products to partners operating exclusively through the “Unieuro”
brand as well as the wholesale supply to hypermarkets and other retailers.
(3)
The B2B sales channel represents the wholesaling of products to customers who, in turn, sell electronic
items to hotels and banks.
The Retail, Online and Travel revenue went from €1,329,973 thousand in the year ended
28 February 2017 to €1,536,397 thousand in the year ended 28 February 2018, an increase
of €206,424 thousand or 15.5%. The increases are mainly related to the Retail and Travel
channels which recorded an increase in sales as a result of: (i) the reopening of the 21 sales
outlets purchased from Andreoli S.p.A., operational from 1 July 2017; (ii) the acquisition of
the flagship store in the Euroma2 shopping centre, which opened on 20 September 2017;
(iii) the gradual reopening, from 16 November 2017 onwards, of the 19 sales outlets bought
from Gruppo Cerioni S.p.A.;(iv) the new openings which took place in the financial year in
Consolidated Financial Statements 224 - 225
question, a total of 5 Retail sales outlets in Bergamo, Novara, Genoa, Rome Trastevere and,
most recently, on 8 December, in Modena and (v) the new openings of Travel sales outlets
at the airports of Capodichino and Orio al Serio and the Online channel which recorded
significant growth mainly due to the commercial initiatives associated with Black Friday,
the continued expansion of the pick-up-points network, as well as the positive results
of the growth strategy in high-margin product categories, particularly large and small
appliances.
Wholesale revenue went from €227,864 thousand in the year ended 28 February 2017
to €218,458 thousand in the year ended 28 February 2018, a fall of €9,406 thousand or
4.1%. The continued and physiological action of streamlining the network has led to a fall
of 8 sales outlets compared with the 28 February 2017, plus the anticipated impact of
the new direct stores on the Wholesale network. However, taking into consideration the
sales developed by the channel through the pick&pay arrangement, the affiliate network
recorded a positive performance significantly better than the reference market.
B2B revenue went from €102,658 thousand in the year ended 28 February 2017 to
€118,937 thousand in the year ended 28 February 2018, an increase of €16,279 thousand
or 15.9%. The B2B channel targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment).
Year ended
The item includes rental income relating to the sub-leasing of spaces for other activities,
and insurance claims relating to theft or damage caused to stores. The increase is due to
income received for agreements based on the service progress status as at the end of the
financial year. The item also includes the insurance refund of € 800 thousand, obtained in
relation to the fire that occurred on 25 February 2017 at the Oderzo (TV) store.
5.19 Purchases of materials and external services
Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2018 and 28 February 2017:
Year ended
The item “Purchases of materials and external services”, taking into account the item
“Change in inventories”, rose from €1,486,761 thousand as at 28 February 2017 to
€1,674,347 thousand in the period ended 28 February 2018, an increase of €187,586
thousand or 12.6%.
The main increase is attributable to the item “Purchase of goods” for €205,038 thousand
resulting from the increase in sales as a result of: (i) the acquisition of the 21 Andreoli S.p.A.
sales outlets, operational from 1 July 2017 (ii) the gradual reopening, from 16 November
2017, of the 19 sales outlets acquired from Gruppo Cerioni S.p.A., (iii) the acquisition of
the flagship store in the Euroma2 shopping centre, which opened on 20 September 2017;
(iv) the new openings which took place in the financial year in question, a total of 5 Retail
sales outlets, in Bergamo, Novara, Genova, Rome Trastevere and, most recently, on 8
December, in Modena and (v) the new openings of Travel sales outlets at the airports of
Capodichino and Orio al Serio.
The item “Building rental and expenses” rose by €5,810 thousand compared with 28
February 2017, an increase of 10.0%; this increase is due to the re-entering into agreements
of. (i) 21 sales outlets belonging to the Andreoli S.p.A. business unit, (ii) 19 sales outlets
belonging to the Cerioni S.p.A. business unit, (iii) the flagship store in the Euroma2
shopping centre, and (iii) the new openings of sales outlets during the year. The cost of
like-for-like rentals, on the other hand, is significantly down compared with the previous
year.
Consolidated Financial Statements 226 - 227
The item “Marketing” fell by €51,613 thousand as at 28 February 2017 to €50,368 thousand
as at 28 February 2018. Marketing and advertising were structured and planned to direct
potential customers to physical points of sale and to the Online channel. There was a fall
in traditional marketing activities in the year ended 28 February 2018, partly offset by the
increase in digital marketing activities.
The item “Transport” rose from €32,482 thousand as at 28 February 2017 to €42,832
thousand as at 28 February 2018, mainly as a result of the increased volume of business
and due to the increasing weight of home deliveries relating to online orders.
The item “Utilities” increased by €748 thousand compared with 28 February 2017 or 6.2%,
with the increase mainly due to the increase in the number of sales outlets recorded in
the year.
The item “General sales costs” rose by €7,497 thousand as at 28 February 2017 to €8,858
thousand as at 28 February 2018. The item mainly includes the cost of fees on sales
transactions with the increase due to the increase in turnover.
The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by €1,929 thousand compared with 28 February 2017, or 31.5%,
with the increase mainly relating to: (i) the increase in the cost of insurance, particularly
following the catastrophic events due to the fire at the Oderzo point of sale which took
place on 25 February 2017 and the theft at the Piacenze warehouse which took place in
August 2017 with a new insurance contract signed with a new pool of insurers which led
to an increase in the premium and (ii) the increase recorded in support activities for listed
companies. The effect of that item on revenues is substantially unchanged, equal to 0.4%
at 28 February 2018 (0.4% at 28 February 2017).
5.20 Personnel expenses
Below is a breakdown of the item “Personnel costs” for the financial years ended 28
February 2018 and 28 February 2017:
Year ended
Personnel costs went from €136,633 thousand in the year ended 28 February 2017 to
€156,295 thousand in the year ended 28 February 2018, an increase of €19,662 thousand
or 14.4%.
The item “Salaries and wages” increased by €15,968 thousand or 16.4%, with the increase
mainly due to: (i) the acquisition of the business units from Andreoli S.p.A., Cerioni
S.p.A., (ii) the acquisition of the flagship store in the Euroma2 shopping centre, (iii) the
increase in employees following the opening of 7 new stores, (iv) the adaptation of the
central structure to meet stock exchange requirements and the reinforcement of several
strategic functions and (v) the adaptation of the existing employment contracts which
were renewed on 30 March 2015 which included, among other things, a contractual
increase valid from 1 August 2017.
The item “Other personnel costs”, stood at €2,664 thousand as at 28 February 2018
(€3,005 thousand at 28 February 2017) and mainly included: (i) the recognition of
€1,352 thousand as the cost of the share-based payment plan - Long Term Incentive Plan
concluded during the year and (ii) the recognition of €706 thousand as the cost of the
share-based payment plant - Call option agreement concluded following the positive
outcome of the listing that took place on 4 April 2017. Refer to Note 5.26 for more details
about the share-based payment agreements.
Consolidated Financial Statements 228 - 229
Year ended
”Other operating costs and expenses” went from €5,377 thousand in the year ended 28
February 2017 to €8,531 thousand in the year ended 28 February 2018, an increase of
€3,154 thousand or 58.7%.
The increase is mainly due to the increase in taxes and duties not on income as a result of
the increase in the number of store and the write-down of doubtful receivables.
The item “Other operating costs” includes costs for charities, customs and capital losses.
Year ended
The item “Depreciation, amortisation and write-downs” went from €17,958 thousand in
the year ended 28 February 2017 to €21,728 thousand in the year ended 28 February
2018, an increase of €3,770 thousand or 21.0%. The increase relates to the progressive
increase in investments made in recent years also related to new acquisitions.
Year ended
Interest income 26 27
“Financial income” went from €358 thousand in the year ended 28 February 2017 to €303
thousand in the year ended 28 February 2018, down €55 thousand. The change is mainly
due to the income for exchange rate gains and the decrease in bank interest income.
Year ended
“Financial expense” went from €6,222 thousand in the year ended 28 February 2017 to
€7,933 thousand in the year ended 28 February 2018, up €1,711 thousand or 27.5%.
The item “Interest expense on bank loans” increased at 28 February 2018 by €2,944
thousand compared with the previous period with this increase due mainly to the
combined effect of the greater financial interest of €3,128 thousand due to the transfer
to the income statement of the amortised cost of the Euro Term and Revolving Facilities
Agreement as a result of the conclusion which took place on 22 December 2017 of the
Loan Agreement and the lower interest expense recorded in the year relating to the
Euro Term and Revolving Facilities Agreement due to the fall in the margins applied,
as a result of the improvement recorded in the leverage ratio at the reporting dates.
The interest rate of the Euro Term and Revolving Facilities Agreement was equal to the
sum of (i) the Euribor parameters and (ii) a margin with a different annual percentage
for each individual line. The Euro Term and Revolving Facilities Agreement involves
a mechanism that changes the above-mentioned margin according to the level of
a certain contractual index (leverage ratio), calculated at the reporting dates of the
financial covenants.
The item “Interest expense toward parent company” equal to zero at 28 February 2018
Consolidated Financial Statements 230 - 231
(€788 thousand at 28 February 2017) included the interest accrued on the shareholders’
loan repaid on 28 November 2016.
The item “Other financial expenses” equal to €1,281 thousand as at 28 February 2018
(€1,726 thousand as at 28 February 2017) mainly include the interest relating to other
financial liabilities and expenses relating to cash discounts recognised to customers. This
item fell by €445 thousand; the decrease is mainly due to the greater costs incurred in
the previous year for: (i) the waiver request to the Lending Banks aimed at obtaining the
latter’s consent for the distribution of dividends and the repayment of the shareholders’
loan made in the nine-month period ended 30 November 2016 and (ii) the Amendment
Proposal for the Loan Agreement aimed at bringing the contract into line with the rules
applicable to listed companies and market practices for financing transactions in favour
of listed companies.
Year ended
The table below contains the reconciliation of the theoretical tax burden with the actual one:
Year ended
(In thousands of Euros and as a
percentage of the profit before tax) 28 February 2018 % 28 February 2017 %
The item “Allocation to tax provision” went from a provision of €1,867 thousand in the
financial year ended 28 February 2017 to a release €497 thousand in the financial year
ended 28 February 2018. During the year, Unieuro made a release of €592 thousand and
a provision of €95 thousand.
Year ended
Adjusted consolidated profit (loss) for the year [A] 10,958 11,587
Basic and diluted earnings per share (in Euro) [A/B] 0.55 0.58
(1)
The average number of shares (in thousands) considered for the purpose of calculating the basic earnin-
gs per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
The details of the calculation of the diluted earnings per share are given in the table
below:
Year ended
The average number of shares (in thousands) considered for the purpose of calculating the diluted ear-
(1)
nings per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
(2)
The effect of share options at the time of issuance, considered for the purpose of calculating the diluted
earnings per share, refers to shares assigned according to the share-based payment plan, known as the
Long Term Incentive Plan, which, as provided for by IFRS 2, are convertible based on the conditions
accrued in the respective financial years.
Consolidated Financial Statements 232 - 233
Year ended
Adjustments for:
42,399 41,819
Changes in:
The net cash flow generated/(absorbed) by operations went from €56,523 thousand in
the year ended 28 February 2017 to €79,576 thousand in the year ended 28 February
2018, an increase of €23,053 thousand. The larger cash flows generated were mainly
influenced by the combined effect resulting from:
• the greater liquidity generated by the changes in the cash flow generated/(absorbed)
by operations of €26,367 thousand;
• the higher income flows for the year (composed of the changes that took place in the
adjusted result for the period of income taxes, net financial expense/(income) and
other non-monetary changes) of €580 thousand;
• the higher financial expenses paid of €3,894 thousand.
In the year ended 28 February 2018, the cash flow generated/(absorbed) by operations
(composed of the changes in warehouse inventories and trade receivables and payables
and in other operating assets and liabilities) and the related cash flows, generated greater
liquidity compared with the previous year of €26,367 thousand, going from a cash flow
of €19,635 thousand in the year ended 28 February 2017 to a positive flow of €46,002
thousand in the year ended 28 February 2018. Specifically, the positive performance of the
Net Working Capital is associated, with reference to trade payables, with: (i) promotions
carried out in February 2018, concerning product categories with improved payment
conditions compared with those of the previous year and (ii) an increase in the number
of sales outlets as a result of the acquisitions of the Andreoli S.p.A. and Cerioni S.p.A.
business units, the flagship store in the Euroma2 shopping centre and the new openings
in the year, which generated a positive impact on the trend in trade payables, more than
offsetting the growth in inventories.
In addition, the net cash flow generated/(absorbed) by operating activities was affected
by the payment of greater financial expenses of €2,600 thousand compared with the
previous year as a result of the payment of the financing fees associated with the signing
of the new Loan Agreement which took place on 22 December 2017.
Year ended
Equity investments - -
Investments for business combinations and business
units 5.5 (14,485) -
With reference to the year ended 28 February 2018, the Company’s main requirements
involved:
• Investments in companies and business units for €14,485 thousand, partially offset
by net cash acquired at the time of acquisition of €233 thousand. The investments in
question refer to the purchase price for the business unit bought from Andreoli S.p.A.
for €9,381 thousand, from Monclick for €3,500 thousand and from the Cerioni S.p.A.
business unit for €1,604 thousand. The contribution of net cash from acquisition refers
to the remnants in Monclick current accounts at the first consolidation date net of the
current financial liabilities acquired.
• investments in plant, machinery and equipment of €28,448 thousand, mainly relate to
interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible fixed assets of €8,812 thousand relating to the development
of the website www.unieuro.it and IT systems at the Forlì headquarters.
Consolidated Financial Statements 234 - 235
Year ended
Financing absorbed liquidity of €3,317 thousand in the year ended 28 February 2018 and
€27,461 thousand for the year ended 28 February 2017.
The cash flow from financing activities as at 28 February 2018 mainly reflects:
• an increase in financial liabilities of €16,529 thousand mainly due to the restructuring
of the lines of credit following the conclusion of the new loan which took place on 22
December 2017.
• an increase in other financial liabilities of €154 thousand mainly due to the increase in
debts of assets subject to financial leasing.
• the distribution of a dividend of €20,000 thousand of which €11,587 thousand in
respect of the profit for the year ended 28 February 2017 and €8,413 thousand from
the use of part of the extraordinary reserve, as approved on 20 June 2017 by the
Shareholders’ Meeting.
Specifically, in the Call Option Agreement these options give the right to subscribe a
certain portion of the share capital of Venice Holdings at a fixed issue price equal to:
792 Euro units for the first tranche (tranche A and tranche B) plus 8% per year from 30
November 2013 until the time the option is exercised, and 792 Euro units for the second
tranche (tranche B) plus 25% per year from 30 November until the time the option is
exercised.
During the financial year ended 28 February 2017, Unieuro launched all the internal
preparatory activities for the listing of the Unieuro’s shares on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. The listing project was
formally ratified by the Shareholders’ Meeting of 12 December 2016. Following the launch
of the listing project, in order to confirm the incentive of the assignees of the Call Option
Agreement, the reference shareholder (Italian Electronics Holdings S.r.l.) decided to
change the original options plan at the beginning of February 2017 by a renunciation of
the previous Call Option Agreement and a simultaneous assigning of a new options plan
called the Transaction Bonus lasting 5 years which involved the commitment of Italian
Electronics Holdings S.r.l.: (i) if the result of the admission to listing process is positive,
the allocation to certain Company managers, on the day of the establishment of the
placement price, by Italian Electronics Holdings, of a number of Company shares free of
charge, with the obligation to sell the shares granted on the day of the placement and
to other managers of a sum in Euros equal to the value of a pre-established number of
shares at the placement price; (ii) in the case of the sale to a third-party of all or some of
the Company shares, the granting to certain Company managers and employees, before
the transfer to third-parties, by Italian Electronics Holdings, of a number of Company
shares free of charge, with the obligation to sell the shares granted to the third-party
buyer. The realisation of events was mutually exclusive therefore, as the first event is
realised in terms of time, the possibility of the second event automatically becomes
ineffective. On 4 April 2017, Italian Electronics Holdings S.r.l. completed the process of
listing Unieuro S.p.A. shares on the STAR Segment of the Mercato Telematico Azionario
of Borsa Italiana S.p.A., placing 31.8% of the Company’s share capital for a total value
of €70 million. From 3 May 2017, the greenshoe option granted by Italian Electronics
Holdings S.r.l. was partially exercised for 537,936 shares compared to the 636,363 shares
that had been the object of the Over Allotment. The purchase price of the shares that
were the object of the greenshoe option was €11.00 per share, which corresponds to
the offer price which was set for the placement, totalling €5,917 thousand. The share
settlement relative to the greenshoe option took place on 8 May 2017. On 6 September
2017, Italian Electronics Holdings placed, under the accelerated bookbuilding procedure,
3,500 thousand ordinary shares, corresponding to 17.5% of the share capital of Unieuro, at
the price of €16 per share. The settlement of the transaction took place on 8 September
2017. The total amount was €56,000 thousand.
The revision of the assignment mechanism, which took place by revoking the previous
Call Option Agreement and simultaneously having beneficiaries sign the Transaction
Bonus, was structured as an amendment to the existing plan which resulted in an event
to accelerate the vesting period.
Consolidated Financial Statements 236 - 237
To define the length of the vesting period, the new deadline considered for the service
period of the recipients for the purpose of the definition of the vesting period, was 4
April 2017, the placement date of the shares on the Mercato Telematico Azionario. The
amount of personnel costs to be allocated to the income statement, with the offsetting
item being the specific reserve for share-based payments, was therefore revised in the
light of the new vesting deadline.
In the financial statements for the year ended 28 February 2018 the evaluation of the
probable market price of the options is recorded using the binomial method (Cox – Ross
– Rubinstein).
In determining the fair value at the allocation date of the share-based payment, the
following data was used:
Tranche A Tranche B
Expected dividends 0% 0%
ECB return ECB return
Eurozone government bonds Eurozone government bonds
Risk-free interest rate (AAA) (AAA)
Tranche A Tranche B
Number of Number of Number of Number of
options options 28 options options 28
28 February February 28 February February
2018 2017 2018 2017
Note that, as mentioned above, the Transaction Bonus constitutes a change to the existing
plan which caused an acceleration event in the vesting period.
The Plan specifies the following objectives: (i) focusing the attention of the recipients
on the strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan
and encouraging their remaining with Unieuro and/or other companies of the Group, (iii)
increasing the competitiveness of Unieuro and the Group in their medium-term objectives
and identifying and facilitating the creation of value both for Unieuro and the Group and
for its shareholders, and (iv) ensuring that the total remuneration of recipients of the Plan
remains competitive in the market.
The implementation and definition of specific features of the Long Term Incentive Plan
were referred to the same Shareholders’ Meeting for specific definition by the Unieuro
Board of Directors. On 29 June 2017, the Board of Directors approved the plan regulations
for the plan (hereinafter also “Regulations”) whereby the terms and conditions of
implementation of Long Term Incentive Plan were determined.
Consolidated Financial Statements 238 - 239
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of the Company by 31 July 2017 (“IPO”);
• Recipients : the Long Term Incentive Plan is addressed to Directors with executive
type positions, associates and employees (managers and others) of Unieuro that were
identified by the Board of Directors within those who have an ongoing employment
relationship with Unieuro and/or other companies of the Group. Identification of the
Recipients was made on the basis of a discretionary judgment of the Board of Directors
that, given the purpose of Long Term Incentive Plan, the strategies of Unieuro and the
Group and the objectives to be achieved, took into account, among other things, the
strategic importance of the role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in the Company for a maximum of 860,215 options, each of which
entitling the bearer to subscribe one newly issued ordinary share (“Options”). If
the target is exceeded with a performance of 120%, the number of Options will be
increased up to 1,032,258. A share capital increase was approved for this purpose for
a nominal maximum of €206,452, in addition to the share premium, for a total value
(capital plus premium) equal to the price at which Unieuro’s shares will be placed on
the MTA through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights : the subscription of the shares can only be carried out after 31
August 2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options
will happen on 31 August 2020 provided that: (i) the working relationship with the
Recipient persists until that date, and (ii) the objectives are complied with, in terms
of distributable profits, as indicated in the business plan on the basis of the following
criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to €11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Long Term
Incentive Plan until completion of the vesting period (29 February 2020) with the
exercise of company rights pertaining to the Shares obtained during that year with the
exercise of Subscription Rights
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July
2025.
In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets were taken into account.
In determining the fair value at the allocation date of the share-based payment, the
following data was used:
The acquisition, announced on 23 February 2017, has a strong strategic value for Unieuro
as it allows it to significantly increase its turnover in the online segment, reinforcing its
positioning in the domestic market and allowing entry into the promising B2B2C sector.
The transaction value is €10 million, of which €3.5 million was paid at the closing and the
remainder spaced out over 5 years.
The financial statements of the subsidiary Monclick were included in the consolidated
financial statements starting from 1 June 2017. The Directors estimated that no significant
changes have occurred in the fair value of the assets acquired between the date when
Unieuro took control (9 June 2017) and the date of first consolidation (1 June 2017).
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
% Acquired 100%
Inventories (370)
Software 1,284
The intangible assets in Monclick are classified according to IFRS 3, in three main
categories:
• Marketing-related intangible assets: these are intangible assets that are used primarily
for marketing and promoting the company’s products and services (brands, etc.);
• Customer-related intangible assets: this category includes a number of intangible
assets (customer relationship, database, etc.) characterised by the presence of a
relationship between the company and its customer base, actual or potential;
• Technology-related intangible assets: this category contains technology in the
broad sense (patented and unpatented), including software, that are essential to the
functioning of the business.
Monclick operates in two business lines that appeal to the same consumers, while reaching
them through two different channels: (i) Online, which includes online sales of consumer
products directly to the final consumer through “Monclick” website, and (ii) B2B2C, that
is, the channel for products and services sold to the final consumer through partnerships
with large companies.
These channels, while still using a common platform of shared resources, differ by the type
of customers, a factor that determines a differentiation, both for a specific management
approach as well as in growth prospects.
The management believes that, based on the highlighted Monclick business lines, it can
therefore be respectively be placed in the following Unieuro CGU: (i) Retail CGU, relating
Consolidated Financial Statements 242 - 243
to all cash flows from distribution channels Retail, Online and Travel, and the B2B CGU,
relating to the wholesale supply of products within the framework of the business-to-
business channel.
Residual goodwill measured during the business combination for €7,199 thousand was
respectively allocated in an amount equal to 85% (€6,151 thousand) in the Retail CGU, and
in an amount equal to 15% (€1,048 thousand) in the B2B CGU.
It should be noted that, at the time of acquisition, Unieuro availed itself of the right
provided under IFRS 3 to carry out a provisional allocation of the cost of the business
combination at the fair value of the assets, liabilities and contingent liabilities (of the
acquired business). If new information obtained during one year from the acquisition date,
relating to facts and circumstances existing at the acquisition date, leads to adjusting the
amounts indicated or any other fund existing at the acquisition date, accounting for the
acquisition will be revised.
The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.
The consideration for the sale of the company is €12,200 thousand and is adjusted as
follows:
• €3,900 thousand were paid by Unieuro as a deposit for the submission of the tender
offer within the competitive procedure under Article 163-bis of the Italian Bankruptcy
Law;
• €2,819 thousand through the assumption of the debt owed by Andreoli S.p.A to its
transferred employees;
• €5,481 thousand by bank transfer executed on 17 May 2017.
The values relating to assets acquired and liabilities assumed are reflected in the Financial
Statements from the date Unieuro acquired control, namely 17 May 2017.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
Provisions (71)
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at €1,300 thousand.
Consolidated Financial Statements 244 - 245
The residual goodwill measured during the business combination at €10,500 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. No significant changes
are expected compared to what has already been accounted.
The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.
The consideration for the sale of the company is €8,004 thousand and is adjusted as
follows:
• €1,200 thousand was paid by Unieuro at the time of the agreement;
• €1,334 thousand through the assumption of the debt owed by Cerioni S.p.A to its
transferred employees;
• €400 thousand was paid by Unieuro at the first execution date;
• €4 thousand was paid by Unieuro at the third execution date;
• The remaining part equal to €5,066 thousand will be paid in six equal half-yearly
instalments from 10 July 2018.
The values relating to assets acquired and liabilities assumed are reflected in the Financial
Statements from the date Unieuro acquired control of the three groups of stores.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key Money at €1,090 thousand.
The residual goodwill measured during the business combination at €5,654 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.
Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. No significant changes
are expected compared to what has already been accounted
Consolidated Financial Statements 246 - 247
As at 28 February 2018
As at 28 February 2017
- - - (21) 0.0%
At February 2018
Purchases of materials and external
services (87) (151) (571)
Personnel costs - - -
As at 28 February 2017
Other income 12 - - -
Purchases of materials and external
services - (1,159) (60) (964)
Personnel costs - - - -
(4,608) (5,417)
- - 12 6,360 0.2%
• relations with Directors and Main Managers, summarised in the table below:
Main managers
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Chief Corporate Development Officer - Andrea
Scozzoli Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Group’s cash flows with related parties as at 28 February
2018 and as at 28 February 2017:
Related-parties
(1,483) (1,457)
(798) (3,428)
7. Other information
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that,
at the date of the approval of these financial statements, the provisions set aside are
sufficient to guarantee the correct representation of the financial information.
Year ended
As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:
As at 28 February 2017, the amount of rental fees due for operating lease agreements is
given below:
The rent still due to operating lease agreements reported an increase of €8,206 thousand
in the year ended 28 February 2018 compared with the year ended 28 February 2017
mainly due to the combined effect of: (i) taking over the rental agreements of 21 sales
outlets belonging to the Andreoli S.p.A. business unit from July 2017; (ii) taking over
the rental agreements of 19 sales outlets belonging to the Cerioni S.p.A. business unit
from November 2017, (iii) taking over the rental agreement of the flagship store in the
Euroma2 shopping centre; (iv) new openings of sales outlets during the year and (v)
Consolidated Financial Statements 256 - 257
the renegotiation with several landlords of the main contractual conditions with special
reference to the early termination clause, which involved a reduction of the medium-/
long-term exposure.
Total 1,064
SUBSEQUENT EVENTS
No events occurred after the reference date of the financial statements that require
adjustments to the values reported in the financial statements.
On 26 March 2018, in conjunction with the approval of the preliminary revenues for the
year just concluded, the Board of Directors of Unieuro approved the advance to June
2018 of the ex-dividend date in respect of the profits for the financial statements for the
year ended 28 February 2018 as well as its payment in one go, contrary to the provision
of the dividend policy in force.
The decision, made possible by the favourable financial dynamics of Unieuro, was taken
in the interest of the Company and its shareholders in order to bring forward the total
distribution of the coupon for Shareholders by four months.
Consolidated Financial Statements 258 - 259
APPENDIX
Appendix 1
Statement of Assets and Liabilities as at 28/02/2018 prepared applying the provisions
pursuant to Consob Resolution 15519 of 27/07/2006 and Consob Communication
DEM/6064293 of 28/07/2006.
Year ended
28 February Of which with % 28 February Of which with %
(Amounts in thousands of Euros) 2018 Related-Parties Weighting 2017 Related-Parties Weighting
Plant, machinery, equipment
and other assets 74,831 60,822
Shareholder funding - -
Shareholder funding - -
Year ended
Of which Of which
with with
(Amounts in thousands 28 February Related- % 28 February Related- %
of Euros) 2018 Parties Weighting 2017 Parties Weighting
Appendix 3
Cash Flow Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.
Year ended
Of which Of which
with with
28 February Related- % 28 February Related- %
(in migliaia di Euro) 2018 Parties Weighting 2017 Parties Weighting
Profit (loss) for the year 10,958 (5,417) (49.4%) 11,587 (9,142) (78.9%)
Adjustments for: - -
Changes in:
- Other changes in operating assets and liabilities 21,213 4,009 18.9% 23,488 (1,367) (5.8%)
Cash flow generated/(absorbed) by operating
activities 46,002 (227) (0.5%) 19,635 (6,761) (34.4%)
Taxes paid - -
Year ended
Of which Of which
(Amounts in thousands 28 February non- % 28 February non- %
of Euros) 2018 recurring Weighting 2017 recurring Weighting
ATTESTATION OF THE
CONSOLIDATED FINANCIAL
STATEMENTS OF THE
UNIEURO GROUP AS
AT FEBRUARY 28, 2018,
PURSUANT TO ARTICLE
81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY
1999 AS SUBSEQUENTLY
AMENDED AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive
Officer of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible
for the preparation of consolidated financial statements, pursuant to Article 154-bis,
paragraphs 3 and 4, of the Italian Legislative Decree 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the characteristics of the company and
• the effective implementation of the administrative and accounting procedures for the
preparation of the consolidated financial statements of the Unieuro Group in financial
year 2018.
It is also certified that the consolidated financial statements of the Unieuro Group:
• have been drawn up in accordance with the international accounting standards
recognised in the European Union under the EC regulation 1606/2002 of the European
Parliament and of the Council, dated July 19, 2002;
• are consistent with the entries in the accounting books and records;
• provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer and all companies included in consolidation.
The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer and all companies included in consolidation, together
with a description of the main risks and uncertainties to which they are exposed.
26 aprile 2018
(Translation from the Italian original which remains the definitive version)
To the shareholders of
Unieuro S.p.A.
Opinion
We have audited the consolidated financial statements of the Unieuro Group (the
“Group”), which comprise the statement of financial position as at 28 February 2018,
the income statement and statements of comprehensive income, changes in
shareholder’s equity and cash flows for the year then ended and notes thereto, which
include a summary of the significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of the Unieuro Group as at 28 February 2018 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.
Unieuro Group
Independent auditors’ report
28 February 2018
Recoverability of goodwill
Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7 -
Significant accounting policies; note 5.2 - Goodwill
2
Unieuro Group
Independent auditors’ report
28 February 2018
Measurement of inventories
Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7 -
Significant accounting policies; note 5.6 - Inventories
3
Consolidated Financial Statements 266 - 267
Unieuro Group
Independent auditors’ report
28 February 2018
— the sales’ seasonality, with peaks in — checking the method used to calculate
November and December; the allowance for inventory write-down
by analysing documents and discussions
— the decreasing price curve due to with the relevant internal departments;
technological obsolescence of products;
— checking the mathematical accuracy of
— the high number of product codes the allowance for inventory write-down;
handled.
For the above reasons, we believe that the
— analysing the reasonableness of the
assumptions used to measure the
measurement of inventories is a key audit allowance for inventory write-down
matter. through discussions with the relevant
internal departments and analysis of age
bands and write-down rates applied;
comparing the assumptions with
historical figures and our knowledge of
the Group and its operating
environment;
4
Unieuro Group
Independent auditors’ report
28 February 2018
5
Consolidated Financial Statements 268 - 269
Unieuro Group
Independent auditors’ report
28 February 2018
timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with the ethics and independence rules and standards applicable in Italy and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the consolidated financial
statements of the current year and are, therefore, the key audit matters. We describe
these matters in our auditors’ report.
Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The directors of Unieuro S.p.A. are responsible for the preparation of the Group’s
directors’ report and report on corporate governance and ownership structure at 28
February 2018 and for the consistency of such reports with the related consolidated
financial statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the Group’s
consolidated financial statements at 28 February 2018 and their compliance with the
applicable law and to state whether we have identified material misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the consolidated financial statements of the Leonardo Group at 28 February 2018
and have been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.
6
Unieuro Group
Independent auditors’ report
28 February 2018
KPMG S.p.A.
Luca Ferranti
Director
7
Consolidated Financial Statements 270 - 271
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
(Translation from the Italian original which remains the definitive version)
Pursuant to article 3.10 of Legislative decree no. 254 of 30 December 2016 (the
“decree”) and article 5 of Consob (the Italian Commission for listed companies and the
stock exchange) Regulation no. 20267, we have been engaged to perform a limited
assurance engagement on the 2018 consolidated non-financial statement of the
Unieuro Group (the “Group”) (covering the reporting period from 1 March 2017 to 28
February 2018) prepared in accordance with article 4 of the decree, presented in the
specific section of the directors’ report and approved by the board of directors on 26
April 2018 (the “NFS”).
The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, compliance with the decree’s provisions.
Auditors’ responsibility
Our responsibility is to express a conclusion, based on the procedures performed,
about the compliance of the NFS with the requirements of the decree and the GRI
Standards. We carried out our work in accordance with the criteria established by
“International Standard on Assurance Engagements 3000 (revised) - Assurance
Engagements other than Audits or Reviews of Historical Financial Information” (“ISAE
3000 revised”), issued by the International Auditing and Assurance Standards Board
applicable to limited assurance engagements. This standard requires that we plan and
perform the engagement to obtain limited assurance about whether the NFS is free
from material misstatement. A limited assurance engagement is less in scope than a
reasonable assurance engagement carried out in accordance with ISAE 3000 revised,
and consequently does not enable us to obtain assurance that we would become
aware of all significant matters and events that might be identified in a reasonable
assurance engagement.
The procedures we performed on the NFS are based on our professional judgement
and include inquiries, primarily of the Company’s personnel responsible for the
preparation of the information presented in the NFS, documental analyses,
recalculations and other evidence gathering procedures, as appropriate.
Specifically, we carried out the following procedures:
1. Analysing the material aspects based on the Group’s business and characteristics
disclosed in the NFS, in order to assess the reasonableness of the identification
process adopted on the basis of the provisions of article 3 of the decree and taking
into account the reporting standards applied.
2. Analysing and assessing the identification criteria for the reporting scope, in order
to check their compliance with the decree.
3. Comparing the financial disclosures presented in the NFS with those included in
the Group’s consolidated financial statements.
4. Gaining an understanding of the following:
- the Group’s business management and organisational model, with reference
to the management of the aspects set out in article 3 of the decree;
- the entity’s policies in connection with the aspects set out in article 3 of the
decree, the achieved results and the related key performance indicators;
2
Consolidated Financial Statements 272 - 273
Unieuro Group
Independent auditors’ report
28 February 2018
- the main risks generated or borne in connection with the aspects set out in
article 3 of the Decree.
Moreover, we checked the above against the disclosures presented in the NFS
and carried out the procedures described in point 5.a).
5. Understanding the processes underlying the generation, recording and
management of the significant qualitative and quantitative information disclosed in
the NFS.
Specifically, we held interviews and discussions with the Company’s management
personnel. We also performed selected procedures on documentation to gather
information on the processes and procedures used to gather, combine, process
and transmit non-financial data and information to the office that prepares the
NFS.
Furthermore, with respect to significant information, considering the Group’s
business and characteristics:
- at company and subsidiary level:
a) we held interviews and obtained supporting documentation to check the
qualitative information presented in the NFS and, specifically, the business
model, the policies applied and main risks for consistency with available
evidence;
b) we carried out analytical and selected procedures to check, on a sample
basis, the correct aggregation of data in the quantitative information.
Conclusion
Based on the procedures performed, nothing has come to our attention that causes us
to believe that the 2018 consolidated non-financial statement of the Unieuro Group
has not been prepared, in all material respects, in accordance with the requirements
of articles 3 and 4 of the decree and the GRI Standards.
Other matters
The 2017 comparative figures presented in the NFS have not been examined.
KPMG S.p.A.
Luca Ferranti
Director
3
SEPARATE
FINANCIAL
STATEMENTS
INDEX
Separate financial statements
Notes 284
1. Intoduction 284
Appendixes 388
Balance sheet and income statement
Year ended
Income statement
Year ended
he Base Result and diluted per share was computed with reference to the Profit/
T
(1)
Year ended
Year ended
(Amounts in thousands of Euros) Notes 28 February 2018 28 February 2017
Cash flow from operations
Profit (loss) for the year 5.10 8,521 11,587
Adjustments for:
Income taxes 5.24 861 2,675
Net financial expenses (income) 5.23 7,621 5,864
Depreciation, amortisation and write-downs 5.22 27,346 17,958
(Profits)/losses from the sale of property, plant and machinery 5.1 (31)
Other changes 1,386 3,766
45,735 41,819
Changes in:
- Inventories 5.6 (43,637) (5,178)
- Trade receivables 5.7 (5,163) 151
- Trade payables 5.16 75,406 1,174
5.5-5.14-
- Other changes in operating assets and liabilities 5.15 20,860 23,488
Cash flow generated/(absorbed) by operating activities 47,466 19,635
Taxes paid 5.24 - -
Interest paid 5.23 (8,816) (4,931)
Net cash flow generated/(absorbed) by operating
activities 5.26 84,385 56,523
Cash flow from investment activities
Purchases of plant, equipment and other assets 5.1 (28,446) (23,479)
Purchases of intangible assets 5.3 (8,812) (4,419)
Goodwill acquired against payment 5.2 - -
Collections from the sale of plant, equipment and other
assets 5.1 1 61
Equity investments 5,5 (9,283) -
Investments for business combinations and business
units 5.5 (10,985) -
Net cash inflow from acquisition 5.9 - -
Cash flow generated/(absorbed) by investing activities 5.26 (57,525) (27,837)
Cash flow from investment activities
Increase/(Decrease) in financial liabilities 5.11 16,529 (4,137)
Increase/(Decrease) in other financial liabilities 5.13 154 998
Increase/(Decrease) in shareholder loans - - (20,442)
Distribution of dividends 5.10 (20,000) (3,880)
Cash flow generated/(absorbed) by financing activities 5.26 (3,317) (27,461)
Net increase/(decrease) in cash and cash equivalents 23,543 1,225
CASH AND CASH EQUIVALENTS AT THE START
OF THE YEAR 36,666 35,441
Net increase/(decrease) in cash and cash equivalents 23,543 1,225
CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR 60,209 36,666
Extraordinary
(Amounts in thousands of Euros Notes Share capital Legal reserve reserve
Reserve for
actuarial
Cash flow gains/(losses) Reserve for Profit/(loss) Total
hedge on defined share-based carried shareholders’
reserve benefit plans payments Other reserves forward equity
- - - - 11,587 11,587
74 (1) - - - 73
- - - - (10,642) -
- - - - - (3,880)
- - 3,766 - - 3,766
- - - - 8,521 8,521
(191) 46 - - (145)
- - - - - -
- - - - (11,587) (20,000)
Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the financial statements for the year. These principles and
criteria were applied consistently to all the years presented within this document.
The separate financial statements were drafted on the basis of the historical cost criteria,
except for the derivative financial instruments which were measured at their fair value.
Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.
The annual financial statements are presented in Euro, which is the Company’s functional
currency. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.
2.5. The use of estimates and valuations in the preparation of the financial
statements
In application of the IFRS, the preparation of the financial statements requires the usage of
estimates and assumptions that have an effect on the values of the balance sheet assets
Separate financial statements 286 - 287
and liabilities and the information regarding the contingent assets and liabilities at the date
of reference. The estimates and assumptions are based on elements which are known as
at the date that the financial statements are prepared, are based on the experience of the
management and other elements - if any - considered to be significant. The actual figures
may differ from the estimates. The estimates are used to recognise the provision for bad
debts, inventory obsolescence, the unearned income relative to the sale of guarantee
extension services, measure amortization and depreciation, conduct assessments of the
assets, test impairment of goodwill, test impairment of equity investments, carry out
actuarial valuations of employee benefits and share-based payment plans, as well as to
estimate the fair value of derivatives and assess the extent to which deferred tax assets
can be recovered.
The estimates and assumptions are reviewed periodically and the effects of each change
are reflected in profit and loss.
Following is a summary of the critical valuation processes and the key assumptions used by
the company in applying the IFRS, which can have significant effects on the values recognised
in the financial statements and for which there is a risk that differences of a significant amount
could arise compared to the book value of the assets and liabilities in the future.
The estimates and assumptions used as part of this analysis, in particular in performing the
impairment tests on partecipations and acquisitions, reflect the status of the company’s
knowledge regarding the business developments and take into account provisions that
are considered to be a reasonable insofar as the future developments on the market and
in the sector, but they are nevertheless still subject to a high degree of uncertainty.
Trade payables
The Company has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.
The warranty extension compared to the legal requirement can be in timing (more years
covered) and/or the risks covered (e.g., product damage) depending on the product
category sold.
When guarantee services are sold, the Company recognises unearned income equal to
the sales value of this service, and then recognises this unearned income as revenue
throughout the time that the services are being provided. The recognition of this amount
as revenue is determined based on the interventions that have been estimated for repairs
that are covered by the guarantee. The interventions for repairs that are under guarantee
are estimated based on historical information regarding the nature, frequency and costs
of the interventions under guarantee, duly interpolated to stimulate future curves of such
events occurring.
Separate financial statements 288 - 289
For the employee benefits, the costs and net financial expenses are measured using
actuarial methods requiring the use of estimates and assumptions for determination
of the net value of an obligation. The actuarial method considers parameters of a
financial nature such as, for example, the discount rate, rates of growth of remuneration
and considers the probability of potential future events occurring through the use of
parameters of a demographic nature such as for example the rates relative to mortality
and resignations or retirement of employees. In particular, the discount rates used as a
reference are rates or rate curves for corporate bonds with a high credit rating in their
respective markets of reference. The changes in each of these parameters could affect
the amount of the liability.
Provisions
The Company creates a provision for disputes and legal proceedings under way when
it is considered probable that there will be a financial outlay and when the amount of
the relative expenses can be reasonably estimated. If the amount of the financial outlay
cannot be reasonably estimated or the probability of such a financial outlay becomes
possible, no provision is established and the fact is indicated in the notes.
During the normal course of business, the Company monitors the status of the disputes
which are ongoing and consults with its own legal and tax advisors. It is therefore possible
that the value of the provisions for the disputes and lawsuits involving the Company may
change as a result of future developments in the proceedings that are ongoing.
Hedging derivatives
The fair value of derivative instruments is determined based on the values observed on
regulated markets or prices provided by financial counterparties. If the values and the
sources mentioned are not available, the estimate is made using valuation models that
take into account the objective valuations such as for example estimates of cash flows
and expected volatility of prices.
2.6. Significant accounting policies
Every contingent consideration is recognised by the Company at the fair value as at the
acquisition date. The change in the fair value of the contingent consideration classified
as an asset or liability will be recognised, pursuant to the instructions found in IAS 39, in
profit and loss. If the contingent liability is classified in shareholders’ equity, its initial value
will never be subsequently re-determined.
Goodwill arising from a business combination is initially measured at cost which is the
amount by which the fair value of the consideration paid exceeds the Company’s portion
of the net fair value of the assets, liabilities and contingent liabilities of the acquired
company. Goodwill from a business combination is allocated, as at the acquisition date,
to the individual cash generating units of the Company or groups of cash generating
units that would benefit from the synergies of the combination, regardless whether other
assets or liabilities of the Company have been assigned to these units or groups of units.
Every unit or group of units to which goodwill is allocated:
• represents the smallest level within the company at which goodwill is monitored for
internal operating purposes;
• is not larger than the operating segments that have been identified.
When goodwill constitutes a part of a cash generating unit and a part of that internal
asset and unit is sold, the goodwill associated with the sold asset is included in the book
value of the asset for determination of the profit or the loss from the sale. The goodwill
disposed of in those circumstances is measured based on the relative values of the
activity disposed of and the portion of the units retained.
Any profits from the purchase of a company at favourable prices are immediately
recognised in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognised as expenses
in the profit/(loss) of the year in which they are incurred.
After initial recognition, goodwill is not amortised and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.
Operations which are under common control are recognised at their book values, without
any capital gain, pursuant to the reference accounting standards, and the guidelines
issued by the OPI 1 (preliminary Assirevi guidelines for IFRS), relative to the “accounting
treatment of business combinations of entities under common control in the separate
and consolidated financial statements”. According to these guidelines, in the event of
business combinations in which the acquired company is controlled by the same entity,
Separate financial statements 290 - 291
whether before or after the acquisition, the net assets must be recognised at their book
value recorded in the books of the acquired company prior to the operation. When the
transfer values are higher than the historical values, the excess must be eliminated by
adjusting the acquiring company’s shareholders equity downwards.
Any financial expenses incurred for the acquisition or construction of capitalised assets
for which a specific period of time is normally required in order to render the asset ready
for usage or sale, are capitalised and amortised throughout the life of the asset class they
refer to. All other financial expenses are recognised in the income statements during the
year they refer to.
If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognised separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognised in the income statement during
the year in which the elimination takes place.
Subsequent costs
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognised in this category are added to the book value of the
element they refer to and they are capitalised only if they increase the future economic
benefits of the asset itself. All other costs are recognised in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalised, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalised and amortised on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognised in the income statement in the year in
which they are incurred.
Assets under construction are recognised at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.
Financial leases
Other assets, plant, machinery owned through financial leases, for which the company
has assumed essentially all the risks and benefits that would derive from ownership, are
recognised on the contract start date, as tangible assets at their fair value or, if it is
lower, at the current value of the lease instalments, amortised throughout the estimated
useful life and adjusted for eventual impairment determined in the ways indicated below.
The amount payable to the lessor is shown in the balance sheet among “other financial
liabilities”.
Depreciation
The depreciation period begins from the time the asset becomes available for use and
ends on the earliest of the date on which the asset is classified as held for sale, pursuant
to IFRS 5, and the date on which the asset is eliminated from the books. Any changes to
the depreciation schedule are applied prospectively.
The value to be depreciated is the book value minus the presumable net sales value at the
end of the asset’s useful life, if it is significant and can be reliably measured.
The depreciation rates are determined according to economic - technical rates in relation
to the estimated useful life of the individual assets established pursuant to the company
plans for usage which also consider the physical and technological wear and take into
account the presumable realizable value estimated net of costs for scrapping the asset.
When the tangible asset consists of several significant components with different useful
lives, each component is appreciated separately. When events occur that indicate
possible impairment of tangible fixed assets, or when there are significant reductions
Separate financial statements 292 - 293
The depreciation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:
Category % used
Furniture 15%
Automobiles 25%
Subsequent costs
Costs incurred subsequently to purchase are capitalised only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognised in the income statement once incurred.
Depreciation
Intangible fixed assets are amortised based on their useful life and they are tested for
impairment whenever there are indications of a possible loss in their value. The period
and method of amortization applied to them is re-examined at the end of each financial
year or more frequently if necessary. Any changes to the depreciation schedule are
applied prospectively.
The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognised in profit and loss in the year during which the elimination
takes place.
The amortisation is calculated on an accrual basis according to the estimated useful life
of the asset, by applying the following percentages:
Category % used
Software 20%
Based on the duration of the lease beginning
Entry rights from the date that the shop opens
Based on the duration of the lease beginning
Key Money from the date that the shop opens
Brands 5-10%
Financial assets
The Company determines classification of its financial assets after initial recognition and,
where adequate and permitted, reviews this classification upon closure of each year.
Financial assets measured at fair value with changes recognised in profit and loss
This category includes assets held for trading and assets which are defined upon initial
recognition as financial assets at fair value with changes recognised in profit and loss. The
assets held for trading are all those assets which are acquired for sale in the short term.
Derivatives, including those which are unbundled, are classified as financial instruments
held for trading, unless they are designated as hedging instruments, as defined in IAS 39.
The profits or losses on assets held for trading are recognised in the income statement.
For securities which are widely traded on regulated markets, the fair value is determined
by reference to the stock exchange price recognised upon closure of trading at the
end of the financial year. For investments for which there is no active market, the fair
value is determined using valuation techniques which are based on the prices of recent
transactions between independent parties, the current market value of an essentially
similar instrument, analysis of the discounted cash flows and option appreciation models.
The company initially assesses whether there are indications of any impairment at the
individual level, for the financial assets that are individually significant and, thereafter, at the
individual or collective level for those financial assets that are not. If there are no objective
indications of impairment for a financial asset which is assessed individually, whether it
is significant or not, this asset is included in a group of financial assets with credit risk
characteristics that are similar and the group is tested for impairment collectively. The
assets which are measured individually and for which an impairment loss is recognised or
continues to be recognised, will not be included in the collective measurement.
If, subsequently, the amount of the impairment is reduced and this reduction can be
objectively connected to an event that took place after the recognition of the impairment,
the previously decreased value can be written back. Any subsequent write backs are
recognised in the income statement to the extent that the book value of the asset does
not exceed the amortised cost on the date of the write back.
For trade receivables, an allocation for impairment is made when there is an objective
indication (such as, for example, the probability of insolvency or significant financial
difficulties of the debtor) that the company will not be able to recover all the amounts
that are due based on the original conditions and terms of the invoice. The book value of
the receivable is reduced by using a specific provision. Receivables subject to impairment
are reversed when it is determined that they will no longer be recovered.
When a financial transaction takes place, based on the terms of payment that have been
granted, the receivables are measured at amortised cost through discounting of the
nominal value receivable, with the discount recognised as financial income.
In application of IAS 39, an assigned receivable is eliminated if the assignment provides for
the total transfer of the connected risks and benefits (contractual rights to receive the flows
from a financial asset). The difference between the book value of an assigned asset and the
consideration received is recognised in the income statement as a financial expense.
There are no financial assets which are available for sale or investments held to maturity.
Inventories
The inventories are measured at the lower of the cost and net realizable value. The cost
of inventories includes all costs required to bring the inventories to their current location
and status. This includes in particular the purchase price and other costs which are
directly attributable to the purchase of the merchandise. Commercial discounts, returns
and other similar items are deducted when determining the acquisition cost. The method
used for the cost of inventories is the average weighted cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.
Financial liabilities
The financial liabilities are initially recognised at the fair value of the consideration
received net of the transaction costs that are directly attributable to the loan itself. After
initial recognition, the financial liabilities are measured using the amortised cost criteria,
applying the effective interest rate method. Amortization at the effective interest rate
method is included among financial liabilities in the income statement.
Separate financial statements 296 - 297
Defined contribution plans are post-employment benefit plans based on which the
company and sometimes its employees pay contributions of a specific amount into a
distinct entity (a fund) and the Company does not and will not have a legal or implicit
obligation to pay additional contributions if the fund does not have assets that are
sufficient to cover the obligations to the employees.
The defined benefit plans are plans for benefits after the end of the employment
relationship, which differ from defined contribution plans. Defined benefit plans can
be financed either completely or partially by contributions paid by the company, and
sometimes by its employees, to a company or a fund, which is legally distinct from the
company that provides the benefits to the employees.
The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.
The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions
and recognised on an accrual basis concurrently with the employment services required
in order to obtain the benefit. The amount of the rights accrued during the year by the
employees and the portion of the interests on the accrued amount at the beginning of
the period and the corresponding movements referring to the same period observed
is allocated to the income statement under the item “Personnel expenses” while the
financial expense arising from the actuarial calculation is recognised in the comprehensive
statement of income under the item “Profit (loss) from restatement of defined benefit
plans”.
The actuarial valuation is carried out by an actuary who is not employed by the Company.
Following the amendments made to the employee severance indemnity (“TFR”) provisions
of law 296 of 27 December 2006 and the subsequent decrees and regulations (“Social
Security Reform”) issued in the initial months of 2007:
• the TFR accrued up to 31 December 2006 is considered to be a defined benefit
plan pursuant to IAS 19. Benefits provided to employees in the form of TFR which
are granted upon termination of the employment relationship are recognised in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognised as a cost in their entirety and the portion which has not yet been paid is
recognised as a liability under “Other current liabilities”.
Provisions
The allocations to provisions are made when the Company is required to fulfil an actual
obligation (whether legal or implicit) which refers to a past event, when an outlay is
possible for discharge of the obligation and it is possible to reliably estimate the amount
thereof. When the Company believes that allocation to the provision will be partially or fully
refunded, for example in the case of risks covered by insurance policies, the indemnification
is recognised distinctly and separately in assets if, and only if, it is practically certain. In
this case, the cost of the eventual allocation is shown in the income statement net of
the amount recognised for the indemnification. If the effect of discounting the value of
money is significant, the non-current portion of the allocations is discounted.
Restructuring provision
A provision is established for restructuring when there is a detailed and official programme
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.
Trade payables
The payables are recognised at their nominal value net of discounts, returns or invoicing
adjustments, representative of the fair value of the obligation. When a financial transaction
takes place based on the terms of payment that have been agreed, the payables are
measured at amortised cost through discounting of the nominal value receivable, with a
discount recognised as a financial expense.
The accounting standard does not request formal preparation of an estimate of the
recoverable value unless there are indications of impairment. Assets which are not
available for use and goodwill acquired in business combinations which must be tested
for impairment annually and whenever there is indication of impairment constitute the
exception to this principle. The Company has set the balance sheet closing date as the
time for testing of impairment of all assets for which annual testing is mandatory.
If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortization criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.
As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.
In order to better understand the provisions of IAS 36, we provide below some key
definitions:
Value in use: the value in use is the current value of all the cash flows of an asset or a
generating unit, constituting the object of the valuation, which are expected to originate
from it. In particular, an asset generates cash flows, which will be discounted at a pre-tax
rate which reflects the market valuations on the current value of money and the specific
risks inherent in the asset. These cash flows are determined based on the company’s
business plan. These plans are constructed on the basis of detailed budgets and separate
calculations for each asset/cash generating unit. The budgets used do not include the
effects arising from the extraordinary activities (restructuring, sales and acquisitions) and
cover a period of time of up to five financial years;
Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
measurement date. To determine the fair value of an asset, the Company uses valuation
models that use listed shares, models with valuation multipliers and other available
indicators as a reference;
Cash generating units (or cash flows): a cash generating unit (CGU) is a group of assets
which, together, generate cash flows that are incoming or outgoing regardless of the
cash flows generated by other assets and activities. A group of assets is the smallest
identifiable group able to generate incoming cash flows;
Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.
The accounting standard provides the option of selecting either the fair value or the value
in use. In fact, if one of the two values is higher than the book value, it is not necessary
to identify the other amount as well. Furthermore, the fair value of an asset or cash
generating unit is not always measurable, as there is no criterion that provides a reliable
estimate of the selling price of an asset in an arm’s length transaction between market
operators. In these cases, the value in use can be considered as the recoverable value of
the asset.
Once all the useful values have been identified and determined in terms of evaluating the
asset or the CGU, the book value is compared with the recoverable value and if the book
value is higher than the recoverable value, the company will write down the asset to its
recoverable value.
On each balance sheet closing date the company will furthermore measure, in regard to
all the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. The value of an asset that has previously been written down can be written
back only if there are changes in the estimates on which the recoverable value calculation
which resulted in recognition of the last impairment was based.
The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognised in previous years. This write
back is recognised in the income statement.
Therefore, the derivative financial instruments are recognised using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists from
the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.
The Company uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.
The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognised in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognised as described below.
The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognised in equity is
transferred to the book value of the asset at the time that it is recognised. In other cases,
the amount recognised in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.
A financial asset (or, where applicable, the part of the similar financial asset) is cancelled
from the balance sheet when:
• the rights to receive the cash flows from an asset have been extinguished;
• the Company reserves the right to receive cash flows from the asset, but has assumed
the contractual obligation to pay them in full and without delay to a third party.
A financial liability is cancelled from the balance sheet when the obligation underlying the
liability has been extinguished, or cancelled or fulfilled.
Revenue
Revenues are recognised to the extent that the Company is likely to receive the economic
benefits arising from them and the relative amount may be determined reliably, regardless of the
collection. Revenues are measured at the fair value of the consideration received, not including
discounts, reductions, bonuses or other taxes on sales. The following specific recognition
criteria for revenues must be complied with prior to allocation to the income statement:
Sale of assets
The revenue is recognised when the company has transferred to the buyer all the significant
risks and benefits connected to ownership of the asset, generally at the time that the
consumer purchases the product at the point of sale, the delivery of the good to a residence
in the event of home delivery, or when the ownership is transferred in the wholesale and
B2B channel. As provided in the annex to IAS 18, sales in which delivery is deferred upon
request of the purchaser (“bill and hold”) are recognised as revenue at the time that the
consumer makes the purchase. The revenue is recognised when the asset is available, has
been identified and is ready to be delivered and furthermore deferral of the delivery has
been requested by the purchaser. Similarly the income from the sale is recognised upon
purchase of the good by the consumer even if installation thereof is required. Indeed, the
annex to IAS 18 provides that the revenue be recognised immediately upon acceptance
of delivery by the purchaser when the installation procedure is very simple (for example
installation of a device that requires only unpacking, and connection to an electrical outlet).
The Company has a customer loyalty programme which is based on points, the Unieuro
Club, with which customers can accumulate loyalty points when they acquire products
in points of sale bearing the Unieuro Brand. Once a specific minimum number of points
have been collected, they can be used as a discount on the purchase of another product.
The duration of the programme coincides with the fiscal year. The Company records an
adjustment to the estimated revenues based on the points accrued which had not yet
been spent, the value of the discount to be paid as provided by the loyalty programme and
the historical information regarding the percentage of loyalty point usage by customers.
Provision of services
The revenues and the costs arising from the provision of services are recognised on the
basis of the progress of the services at the closing date of the year. The progress is
determined based on the valuation of the work that has been carried out. When several
services are provided within a single contract, the consideration is distributed among the
Separate financial statements 302 - 303
Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by the Company.
Costs
The costs and other operating expenses are recognised in the income statement when they are
incurred on the basis of the accruals principle and the correlation of revenues, when they do not
produce future economic benefits or when the latter do not have to be recognised as assets.
The costs for the purchase of merchandise are recognised upon assumption of all the
risks and benefits connected to ownership and they are measured at the fair value of the
consideration payable net of any reductions, returns, trade discounts and bonuses.
The costs for services are recognised on the basis of the progress of the services at the
closing date of the year.
It is hereby specified that the costs relative to the listing of the shares of the Company
on Mercato Telematico Azionario of Borsa Italiana S.p.A. are recognised in the income
statement when they are incurred pursuant to the accruals principle. This accounting
treatment arises from the structure of the offer solely for the placement of the shares
sold by Italian Electronics Holdings, which did not generate income for the Company.
The costs arising from operating leases are recognised on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognised on an
accruals basis during the contractual period.
Taxes
Current taxes
The current taxes are determined based on a realistic forecasts of tax expenses payable
on an accruals basis and in application of the applicable tax laws. The rates and tax laws
used to calculate the amount are the applicable rates and laws, or essentially those which
are in force, as at the balance sheet closing date. The current taxes which are relative
to elements that are not included in the income statement, are allocated directly to the
statement of comprehensive income and thereafter to shareholders’ equity, in line with
the recognition of the element to which they refer.
Following the loss of control of Italian Electronics Holdings which took place on 6
September 2017, the national tax consolidation scheme was interrupted and Italian
Electronics Holdings as the consolidating party exercised its option with effect from the
year ended 28 February 2015;
Deferred taxes
The deferred taxes are calculated using the so-called “liability method” on the temporary
differences from the balance sheet data between the tax values used as a reference
for the assets and liabilities and the values included in the balance sheet. The deferred
tax liabilities are recognised against all taxable temporary differences, except when
the deferred taxes arise from initial recognition of goodwill of an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction,
has no effect either on the profit for the year calculated for the balance sheet statement
purposes or the profit or the loss calculated for tax purposes.
The deferred tax assets are recognised against all the deductible temporary differences
and for tax losses brought forward, to the extent that the existence of adequate future
taxable profits sufficient for usage of the deductible temporary differences and tax losses
brought forward is probable. The value to post in the balance sheet of the deferred tax
assets is re-examined on each balance sheet closing date and reduced to the extent that
it is no longer probable that there will be sufficient taxable profits in the future for the
recovery of these assets. The deferred tax assets which are not recognised are re-examined
periodically on the balance sheet closing date and they are recognised to the extent that it
has become probable that there will be taxable profit that can absorb these deferred taxes.
Separate financial statements 304 - 305
The deferred taxes are measured based on the tax rates that are expected will be
applicable in the financial year in which these assets will be realised or these liabilities will
be extinguished, considering the rates applicable and those already issued or essentially
issued on the balance sheet date. The estimate has considered the provisions of law 208
of 28 December 2015 “Stability law 2016” which has provided for reduction of the IRES
rate from 27.5% to 24% with effect for the tax years subsequent to 28 February 2017.
The deferred tax assets and liabilities are offset if they refer to taxes payable to the
same tax authority and there exists a legal right that allows offsetting of the assets and
liabilities for current taxes.
Segment Reporting
An operating segment is defined by IFRS 8 as a component of an entity that: i) undertakes
business activities and generates revenues and costs (including revenues and costs that
refer to the operations with other components of the same entity); ii) the operating
results of which are reviewed periodically at the highest decision-making level of the
entity in order to adopt decisions regarding resources to allocate to this segment and
measurement of the results; iii) for which separate financial information is available.
The information regarding the business segments was prepared pursuant to the
instructions set forth in IFRS 8 “Operating Segments”, which provide for presentation
of information in line with the procedures adopted at the top management level for
assumption of operating decisions. Therefore, identification of the operating segments
and the information presented are defined on the basis of internal reports used by the
companies for allocation of resources and for analysis of the relative performances.
• IFRS 16 - “Leases”: On 13 January 2016, the IASB issued IFRS 16 “Leases”, (hereinafter
IFRS 16) which replaces IAS 17 and its related interpretations. In particular, IFRS 16
defines a lease as a contract that attributes to the customer (the lessee) the right to
use an asset for a specific period in exchange for a consideration. The new accounting
standard eliminates the classification of leases as being operating or financial for
financial statement preparation purposes by companies that are lessees; for all leases
with a term exceeding 12 months, the recognition of an asset, which represents the
right of use, and a liability, which represents the obligation to make the payment set
forth in the contract, is required. Conversely, for the preparation of the lessor’s financial
statements, the distinction between operating and financial leases is maintained.
IFRS 16 reinforces financial statement disclosure for both lessees and lessors. The
provisions of IFRS 16 are effective from the years beginning on or after 1 January 2019.
• Clarifications to IFRS 15 – “Revenue from Contracts with Customers”: On 12 April
2016, the IASB issued amendments to IFRS 15 “Clarification to IFRS 15 Revenue from
contracts with customers”. The IASB along with the FASB, in order to facilitate the
implementation phase of the new IFRS 15, have introduced the following clarifications:
(i) to identify the performance obligations provided in the contract, the change to the
standard makes it clear that for the purposes of recognising revenue, an analysis shall
be carried out to determine whether the nature of the performance, in the context of
the contract, is to transfer individual assets or provide individual services separately,
or if the transfer/delivery of a ‘unicum’ formed from the combination of the items
with respect to which the individual assets and services represent an indivisible
component. In particular, the description has been expanded and clarified for the
factors to be considered in the context of this analysis, pointing out, for example, that
when two or more components of a contract cannot be supplied separately from
each other, there is an indicator that the components are significantly interrelated and,
therefore, constitute a single performance, (ii) to the guidance contained in the IFRS
15 which deals with licensing of intellectual property in order to determine whether
the related revenues are to be reported at a point in time, or over the time, (iii) to
the identification of so-called agency relationships (irrespective of the legal form of
the contract), in order to distinguish the circumstances in which the recognition of
revenues should be “gross” of costs, from those in which a clear representation in
that performance similar to a commission is required, (iv) to the provisions of the first
application of the standard, in particular two new simplifications are introduced that
allow the non-application of the new standard to contracts that have already been
completed at the beginning of the first of the financial years presented at the date of
first application in case of retrospective application and contract changes that took
place before the beginning of the earliest financial year presented on the date of first
application, considering such changes as integral parts of the original contract. The
amendments are applicable from 1 January 2018, but early application is allowed. The
changes must be applied retrospectively as if they had been included in the IFRS 15
standard on the date of the first application. The provisions of IFRS 15 are effective
from the years beginning on or after 1 January 2018.
• amendments to IFRS 4 - “Insurance Contracts“: On 12 September 2016 the IASB issued
amendments to IFRS 4 “Insurance Contracts“ - joint application of IRFS 9 Financial
instruments and IFRS 4 Insurance Contracts. The amendments to IFRS 4 are aimed
at remedying the temporary accounting consequences of the time-lag between the
date that IFRS 9 comes into force and the date that the new accounting standard for
insurance contracts that replaced IFRS 4 comes into effect (IRFS 17). The provisions
are effective from the years beginning on or after 1 January 2018.
Based on the facts and cases the new documents apply to and with account taken
of the current accounting standards adopted by the Company, we believe that there
will be significant effects from the first time application of these documents insofar
as IFRS 16, which will enter into effect from the years beginning on or after 1 January
2019. In fact, this new standard provides that a lessee, except for specific exemptions
(e.g. short-term leases or leasing of goods with a minimal value), must recognise all
leases in the financial statements, including those currently classified as operating
leases, as financial liabilities for the obligation to pay the future instalments, and the
rights of use arising from the leases must be recognised under non-current assets as
offsetting entries. The estimate of the quantitative effects arising from application by
the company of IFRS 16 is currently being calculated.
Furthermore, it is hereby noted that the analyses for identification of any effects
arising from first application of IFRS 9 with regard to the measurement, classification
and valuation of financial instruments and IFRS 15 with regard to the time and
measurement of revenues for the sale of assets and the provision of services to
customers have been performed. Based on some calculations, it is assumed that the
effects for the Company arising from first time application of these new standards
will not be significant.
The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
• On 8 December 2016, the IASB issued IFRIC interpretation 22: Foreign Currency
Transactions and Advance Consideration. This new document provides clarification
on the accounting of operations in foreign currency.
• On 8 December 2016, the IASB issued amendments to IAS 40 - Transfers of
Investment Property. The amendments refer to section 57 of IAS 40 and apply to
financial statements covering periods beginning on (or after) 1 January 2018, but
earlier adoption is permitted.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued
in 2004 as interim Standard. It will enter into force as of 1 January 2021, but earlier
adoption is permitted.
• On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax Treatments
that provides accounting guidance on how to reflect any income tax uncertainties
regarding the taxation of a given phenomenon. IFRIC 23 will enter into force on 1
January 2019.
• On 20 June 2016, the IASB issued amendments to IFRS 2 “Classification and
measurement of share-based payment transactions (Amendments to IFRS 2)”. The
IASB has clarified the following application topics: (i) if the cash-settled share-
based payment plan provides conditions for vesting of the plan, the liability shall
be calculated on every closing date of the financial statements with the same logic
followed for equity-settled plans. Therefore, also for cash-settled plans, the fair value
of the assigned instruments must be calculated by considering only the conditions
for achieving market objectives, while the terms of service and conditions for
Separate financial statements 308 - 309
The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
The main financing instruments used are:
• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.
Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.
The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of the financial
assets represents the Company’s maximum exposure to credit risk.
The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.
The financial structure in its entirety is constantly monitored by the Company to ensure
coverage of its liquidity needs. Below is the Company’s financial structure by deadline for
the years and at 28 February 2018 and 28 February 2017:
Balance as at
(Amounts in 28 February Between 12M
thousands of Euros) 2018 Within 12M and 60M Over 60M Total
Balance as at
(Amounts in 28 February Between 12M
thousands of Euros) 2017 Within 12M and 60M Over 60M Total
The interest rate swaps, which satisfy the requirements of IAS 39, are recognised using the hedge
accounting method. The amount recognised in equity under the cash flow hedge reserve is
equal to €191 thousand (negative) as at 28 February 2018 and zero as at 28 February 2017.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2018.
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.
We note that the sensitivity analysis arising from a hypothetical change in the market
rates which respectively discount appreciation and depreciation equal to 50 BPS, takes
into account the hedges established by the Company.
We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortised cost.
is considered irrelevant for the Company since the volume of the transactions in a foreign
currency is not significant; in any case the Company covers the estimated exposure to currency
rate fluctuations related to the main transactions anticipated in the short term concerning
merchandise imports which require payment to suppliers in United States dollars, using forward
contracts for United States dollars. The fair value of the forward instruments in existence as at
28 February 2018 is negative at Euro 61 thousand. The effects of these derivative financial
instruments used for hedging purposes were recognised in the income statement, as they do
not comply with all the requirements set forth in IAS 39 for hedge accounting.
Sensitivity Analysis
Exposure to credit risk was measured by means of a sensitivity analysis that indicates
the effects on the income statement and shareholders’ equity from a hypothetical
appreciation (depreciation) of the Euro on the United States dollar.
This analysis assumes that all other variables, interest rates in particular, are unchanged
and does not consider the effects of sales and purchases.
A change in the currency rates, from a hypothetical change in market rates which
respectively discounts appreciation and depreciation of 50 BPS, would have resulted in
an effect on financial expenses as shown below.
(Amounts in thousands of Euros) Profits/(losses) for the year ended 28 February 2018
appreciation depreciation
Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.
The liabilities relative to the bank indebtedness are measured using the amortised cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
The table below separates financial assets and liabilities by category as at 28 February
2018 and 29 February 2017:
Other assets 56 56
Financial liabilities not
designated at fair value
Other assets - 53 - 53
Financial liabilities not
designated at fair value
The operating segment identified by the Company which encompasses all services and
products provided to customers, is unique and consists of the entire company. As the
Company is a single channel business, there is only one Strategic Business Unit (“SBU”).
The management has also identified within the SBU three Cash Generating Units (“CGUs”)
to which goodwill has been allocated. This approach is supported by the control model
for operations by the company management which considers the entire operation as a
whole, regardless of the product lines or geographic locations which are considered to
be insignificant in terms of decision-making.
The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.
The impact of the gross Profit/(loss) on Revenues rose from 2.3% for the year ended 28
February 2017 to 2.4% for the year ended 28 February 2018, with the increase mainly due
to the increase in sales volumes.
The table below contains a breakdown of revenue by product category and service
offered:
The change in the item “Plant, machinery, equipment and other assets” for the period
from 29 February 2016 to 28 February 2018 is shown below:
Separate financial statements 316 - 317
Tangible
assets under
construction and
(Amounts in thousands Plant and Other payments on
of Euros) machinery Equipment assets account Total
Balance as at
29 February 2016 21,891 3,605 23,210 2,817 51,523
In the year ended 28 February 2018, the Company made investments net of decreases in
the category “Assets under construction” of €30,374 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing €5,784 thousand through the restyling of the layouts and reduction
or expansion of the sales surface area; (ii) investments for the opening and acquisition
of new points of sale in new consumer areas considered to be strategic or in areas which
were not sufficiently covered by the current portfolio of stores and refurbishing of the
sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing €13,487
thousand; (iii) investments in relocating existing points of sale in consumer areas considered
to be more strategic costing €812 thousand; (iv) minor maintenance interventions of an
extraordinary nature and renewal of the furniture in various points of sale costing €6,043
thousand; (v) investments in a new data centre and other tangible infrastructures costing
€1,421 thousand and (vi) a contribution resulting from the acquisition of 21 sales outlets
belonging to the Andreoli S.p.A. business unit and from the acquisition of 19 sales outlets
belonging to the Cerioni S.p.A. business unit costing €1,927 thousand.
The new financial leases are equal to €2,655 thousand and of these €198 thousand
referred to electronic machines and €2,457 thousand to furniture and furnishings.
Note that the acquisition of the 21 sales outlets belonging to the Andreoli S.p.A. business
unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were configured
as business combinations and therefore came under the scope of IFRS 3. As required by
the principle, the tangible assets were measured and recorded at their fair value on the
acquisition date, which meets the requirements under IAS 16.
The Company used internal techniques to measure this fair value, with the estimated value
of the assets acquired standing at €1,927 thousand. The amortisation and depreciation
was calculated based on the depreciation rates adopted for the respective category.
The values and useful life were reflected in the Financial Statements from the date of the
acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and
from 31 October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For
further details, see note 5.28 “Business unit combinations”
The item “Amortization and write-downs (write backs)” of €16,4810 thousand includes
€15,498 thousand in depreciation and €983 thousand of write-downs and write backs.
The write-downs mainly refer to stores for which onerous leases were identified, while the
write backs refer to stores with a significant improvement in their economic results, so
that the lease was no longer considered onerous, and therefore previously written down
assets were written back.
In the year ended 28 February 2017, the Company made investments net of decreases in
the category “Assets under construction” of €23,479 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing €9,271 thousand through the restyling of the layouts and reduction
of the sales surface area; (ii) investments for the opening of new points of sale in new
consumer areas considered to be strategic or in areas which were not sufficiently covered
by the current portfolio of shops costing €3,300 thousand; (iii) investments in relocating
points of sale existing in consumer areas considered to be more strategic costing €3,198
thousand (iv) energy efficiency projects and other minor maintenance interventions of an
extraordinary nature and renewal of the furniture in various points of sale costing €1,858
thousand and (v) investments in servers and printers and other tangible infrastructures
costing €5,852 thousand.
The new financial leases are equal to €3,440 thousand and of these €1,261 thousand
referred to electronic machines and €2,179 thousand to furniture and furnishings.
The item “Amortization and write-downs (write backs)” of €14,150 thousand includes
€13,312 thousand in depreciation and €838 thousand of write-downs and write backs.
The write-downs mainly refer to stores for which onerous leases were identified while the
write backs refer to stores with a significant improvement in their economic results, so
that the lease was no longer considered onerous, and therefore previously written down
assets were written back. The item also includes write-downs of assets existing at the
Oderzo (TV) point of sale following a fire that took place on 25 February 2017.
The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the amount
of the debts to the leasing company, see note 5.13 “Other financial liabilities.”
Separate financial statements 318 - 319
5.2. Goodwill
The breakdown of the item “Goodwill” as at 28 February 2018 and as at 28 February 2017
is shown below:
The change in the “Goodwill” item for the period from 29 February 2016 to 28 February
2018 is shown below:
Acquisitions -
Write-downs -
Acquisitions 16,153
Increases -
Write-downs -
The value of goodwill at 28 February 2018, equalling €167,549 thousand, increased over
the year ended 28 February 2017 by €16,153 thousand. The increase relates to the following
operations: (i) for €10,500 thousand to the acquisition of a business unit from Andreoli
S.p.A., composed of 21 sales outlets and (ii) for €5,653 thousand to the acquisition of a
business unit from Cerioni S.p.A., composed of 19 sales outlets.
It should be noted that, at the time of acquisition, Unieuro availed itself of the right provided
under IFRS 3 to carry out a provisional allocation of the cost of business combinations
at fair value of the acquired assets, liabilities and contingent liabilities assumed. If new
information obtained during one year from the acquisition date, relating to facts and
circumstances existing at the acquisition date, leads to adjusting the amounts indicated
or any other fund existing at the acquisition date, accounting for the acquisition will be
revised. Significant variations on what already have been accounted are not expected.
For more details about the transactions, see note 5.28 “Business unit combinations”.
The value of goodwill to 28 February 2017 refers to: (i) the contribution from the merger
by incorporation of the former Unieuro which took place on 26 February 2016. The
contribution of €32,599 thousand is mainly composed of the allocation of the deficit
generated by the incorporation transactions involving the former Unieuro S.p.A., Unieuro
Campania S.r.l. and Trony Pordenone S.r.l., into Brunello S.p.A. (later renamed Unieuro
S.r.l.) made by the former Unieuro in the company’s financial year ending 30 April 2004,
and (ii) of €194 thousand, on the adjustment of the price calculated in relation to the
acquisition of the business unit Dixons Travel, which was concluded on 11 February 2015
and paid for on 10 September 2015. The unit consists of 8 stores, of which 5 are in the
Rome-Fiumicino airport, 2 are in Milan-Malpensa and 1 inside Milan-Linate airport and
deals with retail sale of electronic products and accessories, (iii) for €94,993 thousand
from the merger by incorporation of the Marco Polo S.r.l. in Marco Polo Holding S.r.l. and
the simultaneous reverse merger of Marco Polo Holding S.r.l. into Unieuro, that took place
during 2006, (iv) for €9,925 thousand from mergers by incorporation of Rialto 1 S.r.l. and
Rialto 2 S.r.l., which occurred during 2010, (v) for €8,603 thousand from the merger of
Marco Polo Retail S.r.l. into Unieuro during 2009, and (vi) for €5,082 thousand from other
minor mergers and acquisitions of business units.
It should also be noted that, in the previous year ended 28 February 2017, no changes
took place in the item in question.
The goodwill impairment test prepared by the Company for each CGU was approved by
the Company’s Board of Directors on 26 April 2018. In the elaboration of the impairment
test the Directors used an appropriate report provided by a consultant under specific
assignment of the Company.
IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation of
incoming cash flows, but all the assets within the Unit should be interdependent. Pursuant
to IAS 36 the correlation that exists between the goodwill acquired during the business
combination and the CGUs takes shape. In effect, at the time of the acquisition of the
goodwill, it must be allocated to the CGU or the CGUs which are expected to benefit the
most from the synergies of the combination. In this sense, the decisions linked to the
definition of these synergies strongly depend on the Company’s strategic organisation
models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points, which do not enjoy decision-making autonomy.
The operating sector identified by the Company into which all the services and products
supplied to the customer, converge coincides with the entire Company. The Company’s
corporate vision as a single omnichannel business ensures that the Company has
identified a single Strategic Business Unit (SBU). Within the SBU the Company has
identified three CGUs to which the goodwill was allocated. This approach is supported
by the operating control model by the corporate management which considers the entire
activity uniformly, disregarding the product lines or geographic locations whose division
is not considered significant for the purpose of taking corporate decisions.
Separate financial statements 320 - 321
The Company identified three CGUs to which the goodwill was allocated:
• Retail;
• Wholesale;
• B2B.
The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.
The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.
The Wholesale CGU relates to the distribution channel at affiliated sales points (shops
that are not owned, but which use the “Unieuro” or “Unieuro City” brand).
The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.
The allocation of goodwill to the three CGUs took place in line with the specific activity
of the individual CGU in order to include the best exploitation of internal and external
synergies in the business model used. The allocation took place based on the relative
fair values as at 28 February 2014. As described previously, the Company opted for
identifying the value in use to determine the recoverable fair value. The value in use is
calculated through an estimate of the current value of the future financial flows that the
CGUs could generate.
The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.
The Business Plan used for the impairment test referring to the financial year ending
28 February 2018 was originally approved by the Board of Directors on 12 December
2016 and successively updated by the Board of Directors on 17 April 2018. The Business
Plan underlying the impairment test was prepared taking into account recent business
performance. Specifically, the stocktaking data refererred to the period ending 28
February 2017 and 28 February 2018 have been taken into consideration, the budget for
the period ending 28 February 2019 was elaborated and, as a result, the financial data
until 28 February 2023 was updated.
The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2018 are based, among other things, on external sources
and on the analyses conducted by the Company with the support of a leading consulting
firm. In this regard, note that based on the market sources used by the Company, the Italian
market of traditional consumer electronics channels (i.e. excluding internet channels) was
estimated as slightly down in the period 1 January 2016 – 31 December 2021, while the
Online channel is expected to grow.
In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The business plans use a positive growth rate for the impairment tests,
higher and challenging compared with the reference market growth forecast. The Company
actually registered record positive performances and its growth is not, in the opinion
of the Company Directors, directly related to market trends. The Company therefore
anticipates continuing to maintain positive performances in the future irrespective of the
performance of the reference market. Specifically, the Company projects growth, in line
with its strategy, thanks to its ability to increase its customer base, promote and foster
complementary services and increase its market penetration compared with competitors.
Also note that, in previous financial years the Company largely reached the targets which
were approved during the preparation of the plans underlying the impairment test.
Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(i) CGU Retail: sales are taken as growing over the reference time frame;
(ii) CGU Wholesale: growing sales as a result of the development of the assets of existing
affiliates and the acquisition of new affiliates;
(iii) CGU B2B: sales constant during the reference time frame.
The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” equal to 0% was envisaged because the
result that the company will manage to achieve in the last financial year of the business
plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 10,50%.
The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.
The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
Separate financial statements 322 - 323
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and
that of the overall market, was calculated on the basis of a panel of listed companies
operating mainly or exclusively in the sale of consumer electronics, through a
combination of sales channels (in store and online sales, in the majority of cases
alongside wholesale and/or business-to-business sales).
• Specific risk premium (a) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy :(IRES) was adopted as
the tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.
The Company has a well-established history of operating on the market and, to date,
there has been no evidence of anything that would suggest an interruption to activities
in the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.
The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose of
estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal
to the average figure in the plan was applied to the revenues identified in order to
reflect the competitive dynamics featured in the reference sector. For the Company
overall, this latter figure is located within the current range expressed by the estimates
of the analysts relating to the panel of comparable companies used to determining
the WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.
Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Company’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2018.
Terminal Recoverable
as at 28 February 2018 WACC g Value (TV) Amount(RA) % TV over RA
The results of the impairment tests as at 28 February 2018 are given below:
as at 28 February RA compared
2018 Carrying Amount (CA) Recoverable Amount (RA) with CA
(Amounts in millions
of Euros)
Based on the estimates made there was no need to adjust the value of the goodwill
recorded.
Note that the carrying amount of the CGU B2B as at 28 February 2018 was negative as a
result of the negative net working capital allocated to the CGU B2B.
The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2018, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20%:
Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitised separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.
(1)
For some of the parameters selected, taking into consideration the configuration of the cash flows on which
the calculation of the recoverable amount and/or the value of the carrying amount was based, there is no
reasonable value identified for the parameter for which the recalculated sum for the recoverable amount
corresponds to the respective value of the carrying amount.
Lastly, the Company has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new sales points over the span of the business plan. The results of the analysis conducted
are given below:
It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Company.
5.3. Intangible assets with a finite useful life
The balance of the item “Intangible assets with a finite useful life” is given below, broken
down by category as at 28 February 2018 and as at 28 February 2017:
(Amounts in
thousands of Euros) Amounts as at 28 February 2018 Amounts as at 28 February 2017
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value
The change in the item “Intangible assets with a finite useful life” for the period from 29
February 2016 to 28 February 2018 is given below:
Decreases - - - - -
Amortisation, depreciation and
write downs/(write backs) (3,121) (687) - - (3,808)
Decreases in Amortisation,
Depreciation Provision - - - - -
Balance as at
28 February 2017 9,059 1,656 - 1,093 11,808
Regarding the year ended 28 February 2018, the total increases of €11,202 thousand
mainly relate to the “Software” category for €5,513 thousand, and to the “Key money”
category for €5,710 thousand.
The increases relating to the “Software” of €5,513 thousand, are mainly attributable to: (i)
new software and licences, (ii) costs incurred for the development and updating of the
website www.unieuro.it and (iii) costs incurred for extraordinary operations on existing
management software.
The increases relating to the category “Key money” of €3,320 thousand refer to the
payment of Key money for the lease agreements concluded during the year for the
Euroma2 sales outlet, the sales outlet located in Brescia and the sales outlet located in
Modena which opened in December 2017. Amortisation is calculated pro-rata temporis
on a straight-line basis depending on the term of the lease contract.
The investments relating to the acquisitions of the business units in the “Key money”
category for €2,390 thousand refer to the acquisition of the 21 sales outlet belonging
to the Anderoli S.p.A. business unit and the 19 sales outlets belonging to the Cerioni
S.p.A. business unit. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the principle, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life were reflected in the Financial Statements from the date of the acquisition
of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and from 31
October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For further
details, see note 5.28 “Business unit combinations”
For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.
Increases in fixed assets under construction are related to the implementation of new
software.
With regard to the financial year ended 28 February 2017, increases total €4,419 thousand
and relate to the “Software” category for €3,507 thousand, to the “Concessions,
licences and brands” category for €3 thousand and to the “Intangible fixed assets under
construction” category for €909 thousand.
Investments relating to the “Software” category are mainly due to new software and
licences, and costs incurred for the development and updating of the www.unieuro.it
website for €3,507 thousand. Increases in fixed assets under construction relate to the
implementation of new software.
5.4. Deferred tax assets and deferred tax liabilities
The change in the item “Deferred tax assets” and the item “Deferred tax liabilities” for the
period from 28 February 2017 to 28 February 2018 is given below:
Bad debt
provision -
amount due Obsolescence Intangible
(Amounts in thousands of Euros) from suppliers Provision Tangible assets assets
Balance as at 29 February
2016 957 1,256 848 5,282
- - - - -
41 - - 41 - 41
In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.
On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Deferred tax liabilities result from goodwill with a different statutory value from the value
for tax purposes.
Year ended
Advances to suppliers 27 27
The item “Other current assets” mainly includes deferred charges with regard to building
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.
The increase in the item deferred charges is mainly due to the increase in the cost of
insurance, particularly following the catastrophic events due to the fire at the Oderzo point
of sale which took place on 25 February 2017 and the theft at the Piacenze warehouse
which took place in August 2017 with a new insurance contract signed with a new pool of
insurers which led to an increase in the premium.
The decrease in the item other current assets is mainly due to the collection of the
receivable from the Ministry of Education, Universities and Research for the “Carta del
Docente” (teacher accreditation) which stood at €24 thousand in the year ended 28
February 2018 (€1,623 thousand in the year ended 28 February 2017). This certificate is
an initiative of the Ministry of Education, Universities and Research required by Law 107
of 13 July 2015, Article 1, paragraph 121, aimed at enabling teachers to take advantage of
a voucher worth €500 to purchase educational material for teaching purposes.
Tax credits as at 28 February 2018 and 28 February 2017 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.
The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers.
Year ended
The change in the item “Equity investments” for the period from 29 February 2016 to 28
February 2018 is broken down below:
Acquisitions -
Increases -
Write-downs (13)
Acquisitions 10,000
Increases 7,000
Write-downs (6,279)
On 9 June 2017, Unieuro concluded the acquisition from Project Shop Land S.p.A. of
100% of Monclick, one of the leading online operators in Italy, active in the consumer
electronics market and in the online B2B2C market. The transaction value is €10,000
thousand, of which €3,500 thousand was paid at the closing and the remainder spaced
out over 5 years.
Separate financial statements 332 - 333
Monclick represents a “pure player” in the Italian panorama of e-commerce, that is, a
company that sells products only through the web channel, without having physical sales
or pick-up points.
The investee company operates in two business lines that appeal to the same consumers,
while reaching them through two different channels: (i) Online, which includes online
sales of consumer products directly to the final consumer through “Monclick” website,
and (ii) B2B2C, that is, the channel for products and services sold to the final consumer
through partnerships with large companies.
In the fourteen month period ended 28 February 2018, the subsidiary recorded revenues
of €100,792 thousand and a loss for the period of €3,916 thousand.
The profit/(loss) for the period featured: (i) increasing competitive pressure to which the pure
players were subjected which led Monclick to defend its market shares by sacrificing, especially
in the first part of the period, its margins, (ii) increasing demands for a more prompt and
efficient service from customers which led to an increase in logistic costs for the entire year and
(iii) the closing of the French website www.monclick.fr which resulted in a fall in sales volumes.
Actions were also implemented during the period designed to mitigate the impacts on the
income statement of the above-mentioned developments including: (i) the implementation of
the drop shipping flow by Unieuro which involves an improvement in buying conditions; (ii) the
cutting of logistics costs by exploiting the synergies generated through the current Unieuro
S.p.A. distribution structure and 9iii) efficiency in administrative services and general expenses.
Monclick therefore launched an organisational and structural review process aimed at the
gradual rebalancing of operations. Plans were prepared and developed for this process to
strengthen business activities and a strategy was implemented to increase revenues and
make costs more efficient.
On 29 June 2017 and 10 January 2018 the Unieuro Board of Directors approved payments
to the provision to cover losses of €1.192 thousand and €1,783 thousand, respectively and
capital contribution payments of €2,808 thousand and €1,217 thousand, respectively. The
payment yet to be made on 28 February 2018 is equal to €1,217 thousand and was made
through offsetting on 31 March 2018.
Trade receivables due to Monclick at 28 February 2018 stood at €2,802 thousand, while
trade payables by Monclick at 28 February 2018 stood at €1,812 thousand. For more
information, see note 5.7 Trade receivables and 5.16 Trade payables.
The value in use was calculated as the current value of future cash flows that are expected
to be generated by the Cash Generating Unit “CGU” identified in Monclick, discounted at
the rate that reflects the specific risks of the CGU at the valuation date.
The source of the data on which the assumptions are made for determining the cash
flows are the final balances and the business plan of the investee company approved by
Director of Monclick on 30 March 2018. The reference market growth estimates included
in the business plan used for the impairment test at 28 February 2018 are based, among
other things, on external sources and on the analyses conducted by the Company. Note
that, based on the market sources used by the Company, the online market is expected
to grow.
The impairment test was approved by the Board of Directors on 26 April 2018. In the
elaboration of the impairment test the Directors used an appropriate report provided by
a consuntalt under specific assignment of the Company.
The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” of 0% was used;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) is 12.44%.
The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and
that of the overall market, was calculated on the basis of a panel of listed companies
operating mainly or exclusively in the sale of consumer electronics.
• Specific risk premium (a) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in the
reference market context also taking into consideration the size of Monclick compared
with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy :(IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
Separate financial statements 334 - 335
The results of the impairment tests as at 28 February 2018 are given below:
RA
(Amounts in millions of Carrying Amount Recoverable Amount compared
Euros) (CA) (RA) with CA
as at 28 February 2018
It emerged from the results of the impairment test that the carrying amount of the equity
investment exceeded its recoverable value therefore there was the need to make an
adjustment to the carrying amount of the equity investment of €6,276 thousand.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted as the
main parameters used, such as the change in the percentage of EBITDA, WACC and the
growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the equity investment in Monclick subject to impairment
tests as at 28 February 2018, the sensitivity analysis conducted assuming a percentage
reduction in EBITDA, in the years of the explicit forecast and in the terminal value, up to
a maximum of -20%:
as at 28 February 2018
RA Sensitivity Difference
compared with CA 0.0% (5.0%) (10.0%) (15.0%) (20.0%)
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2018, the sensitivity analysis conducted assuming a reduction in the perpetual growth
rate (g), in the years of the explicit forecast and in the terminal value, up to a maximum
of -2.0%:
as at 28 February 2017
Sensitivity Differenza RA
vs CA 0,0% (0,5%) (1,0%) (1,5%) (2,0%)
5.6. Inventories
Warehouse inventories break down as follows:
Year ended
The value of gross inventories went from €275,321 thousand as at 28 February 2017 to
€322,106 thousand as at 28 February 2018, an increase of 17,0% in total gross inventories.
The increase is attributable to: (i) the reopening of 21 sales outlets acquired from Andreoli
S.p.A., operational from 1 July 2017, the acquisition of the flagship store in the Euroma2
shopping centre, opened on 20 September, the progressive reopening, from 16 November,
of the 19 sales outlets acquired from Gruppo Cerioni S.p.A. and the new openings that
took place during the period in question, totalling 7 points of sale, (ii) the increase in
volumes managed and (iii) the completion of integration activities with Monclick which
allow the subsidiary to process website sales through the Unieuro warehouses.
The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
Separate financial statements 336 - 337
The change in the obsolescence fund for the period from 29 February 2016 to 28 February
2018 is broken down below:
Provisions (1,770)
Utilisation -
Provisions -
Utilisation -
The increase in the inventory bad debt provision of €3,148 thousand is attributable to:
(i) the presentation of the direct write-down within the inventory bad debt provision of
€4,892 thousand and (ii) the adjustment of the inventory bad debt provision which includes
the prudential write-down of merchandise at 28 February 2018 of €1,744 thousand. The
direct write-down at 28 February 2017 was €4,892 thousand and was in part attributable
to the impairment of the stock at the Oderzo (TV) sales point equal to €1,062 thousand
which took place following the fire which occurred on 25 February 2017. After sinister has
occurred, Unieuro promptly activated the releted insurance coverage. At the moment of
the elaboration of the Financial Statements there are not present: (i) objective elements
for reconstruct the events that in any case could identificate responsibilities at the expense
of Unieuro and (ii) an official quantification from the jurisdiction authorities involved or
from the experts nominated by the insurance. The Company believes to possess all the
relevant insurance coverages.
Year ended
The change in the bad debt provision for the period from 29 February 2016 to 28 February
2018 is broken down below:
Provisions -
Utilisation 73
Provisions (146)
Utilisation 83
Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at EUR 2,342
thousand as at 28 February 2018 and EUR 2,279 thousand as at 28 February 2017.
Credit risk represents the exposure to risk of potential losses resulting from the failure
of the counterparty to comply with the obligations undertaken. Note, however, that
for the periods under consideration there are no significant concentrations of credit
risk, especially taking into consideration the fact that the majority of sales are paid for
immediately by credit or debit card in the Retail, Travel and Online channels, and in cash in
the Retail and Travel channels. The Company has credit control processes which include
obtaining bank guarantees to cover a significant amount of the existing turnover with
customers, customer reliability analysis, the allocation of credit, and the control of the
exposure by reporting with the breakdown of the deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.
Separate financial statements 338 - 339
Year ended
At 28 February 2018 IRES credits of €2,649 thousand were recorded under “Other IRES
credits” and included the receivable due from the previous year and the credit generated
during the year for withholdings. The item “IRES credits”, which at 28 February 2017 stood
at €4,042 thousand, included the receivable from the tax consolidation involving Italian
Electronics Holdings, collected during the year following the break in the consolidation
relationship. On 6 September 2017, Italian Electronics Holdings sold some Unieuro shares
on the market thereby losing control over the company.
Lastly, the item includes IRAP credits of €238 thousand, down compared with the previous
year, as a result of the offsetting of IRAP due for the year ended 28 February 2018.
Year ended
Cash and cash equivalents stood at €60,209 thousand as at 28 February 2018 and
€36,666 thousand as at 28 February 2017.
The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable. At 28 February 2017 there was a pledge
on a current account of €650 thousand relating to a guarantee given for the leasing of
several sales outlets vacant on 27 March 2017.
For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
5.10. Shareholders’ equity
Details of the item “Shareholders’ equity” and the breakdown of the reserves in the
reference periods are given below:
Reserve for
actuarial gains/
(losses) on Reserve for Total
defined benefit share-based Profit/(loss) shareholders’
plans payments Other reserves carried forward equity
- - - 11,587 11,587
(1) - - - 73
- - - (10,642) -
- - - - (3,880)
- 3,766 - - 3,766
- - - 8,521 8,521
46 - - (145)
46 - - 8,521 8,376
- - - - -
- - - (11,587) (20,000)
The Share capital as at 28 February 2018 stood at €4,000 thousand, broken down into
20,000,000 shares.
carried forward – LTIP of Euro 673 thousand both refer to the accounting of the
share-based payment plan called Long Term Incentive Plan and together represent
the fair value measurement of the options granted under the plan (IFRS 2). For more
details, please see Note 5.26.
The Share capital as at 28 February 2017 stood at €4,000 thousand, broken down into
20,000,000 shares.
During the years ended 28 February 2018 and 28 February 2017 there were no assets
allocated to specific businesses.
Pursuant to Article 2424 of the Civil Code, information is provided on the origin, nature
and possibility of use of the Shareholders’ Equity items:
(Amounts in thousands
of Euros)
Use in the Use in the
previous previous
3 financial 3 financial
Possibility Amount years to years for
Nature / Description Amount for use (*) Available cover losses other reasons
Capital Reserves
Retained Earnings
(*) A: for capital increase; B: for covering losses; C: for distribution to shareholders
(**) Distribution of reserves
The item “Other reserves FTA” mainly includes the value of the reserves established
during the transition to the IFRS of the former Unieuro.
Separate financial statements 344 - 345
Year ended
On 29 November 2013, under the scope of the consolidation transaction that led to the
acquisition of former Unieuro by the Group headed by the parent company Venice Holdings
S.r.l., a loan agreement called “Euro Term and Revolving Credit Facilities Agreement” was
signed with Banca IMI S.p.A., as financing bank and agent bank, UniCredit Corporate
Banking S.p.A. (now UniCredit S.p.A.), Banca Popolare di Milano S.p.A. and Monte dei
Paschi di Siena Capital Service Banca per le Imprese S.p.A., in the capacity of the lending
banks, on the one side, and the Company on the other side as the beneficiary company.
Later, on 19 September 2014, Banca IMI S.p.A sold part of its stake in the loans granted
to the Company to ICCREA Banca Impresa S.p.A., Banca Interprovinciale S.p.A. and
Volksbank Banca Popolare dell’Alto Adige Soc. Coop.pa.
On 22 December 2017 a new Loan Agreement was signed, the “Loan Agreement”, with
Banca IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole
Cariparma S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The
Loan Agreement was finalised on 9 January 2018 following the conclusion of relations
and the repayment of the previous lines of credit and the provision of the new funding.
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were repaid in full on 9 January 2018.
The new lines, including a €100 million amortizing term loan, of which €50 million
(“Term Loan”) was for replacing the existing lines of credit and €50 million (the “Capex
Facility”) was for acquisitions and investments for restructuring the network of stores,
and €90 million in revolving facilities (the “Revolving Facility”), are at significantly better
conditions compared with the previous loans, particularly with regard to (i) a reduction
in the interest rate; (ii) the extension of the duration by five years; (iii) greater operational
flexibility related to the reduction in the number of funding institutions, covenants and
contractual restraints; as well as (iv) the removal of collateral in favour of the lending
banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events
in this clause are verified. These clauses require compliance by Unieuro S.p.A. with a
consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the net financial position and EBITDA, as
defined in the Loan Agreement);
At 28 February 2018 the covenant was calculated and complied with. See below for the
summary table:
28 February 2018
The Loan Agreement includes the Company’s right of early repayment, in full or in part
(in such a case of minimum amounts equal to €1,000,000.00) and prior notification of
the Agent Bank, of both the Senior Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, the Company is obliged to repay the Loan early.
As at 28 February 2018 and until the date these financial statements were prepared, no
events occurred that could give rise to the early repayment of the loan. Financial liabilities
as at 28 February 2018 are illustrated below:
As at 28 February 2018
of which of which
(Amounts in thousands of Original Interest current non-current
Euros) Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1) n.a. 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility Dec-22 90,000 1m+spread - - -
Current bank payables 79 79 -
Euribor
Term Loan Dec-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility Dec-22 50,000 3m+spread - - -
Ancillary expenses on loans (2)
(2,600) (618) (1,982)
Non-current bank payables
and current part
of non-current debt 47,400 6,882 40,518
Total 47,479 6,961 40,518
The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)
As at 28 February 2017
of which of which
(Amounts in thousands of Original Interest current non-current
Euros) Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1) n.a. 47,500 7.0% - - -
Euribor
Revolving Credit Facility Dec-19 41,800 1m+spread - - -
Current bank payables - - -
Euribor
Loan A Dec-19 15,000 6m+spread 6,000 3,000 3,000
Euribor
Loan B Dec-20 13,300 6m+spread 13,300 - 13,300
Euribor
Capex Facility Dec-19 15,000 6m+spread 14,250 3,750 10,500
Ancillary expenses on loans (2) (1,770) (766) (1,004)
Non-current bank payables
and current part
of non-current debt 31,780 5,984 25,796
Total 31,780 5,984 25,796
The short-term lines of credit include the subject to collection advances, the hot money, the current account
(1)
The loans are evaluated using the amortised cost method based on the provisions of IAS
39 and therefore their value is reduced by the ancillary expenses on the loans, equal to
€2,600 thousand as at 28 February 2018 (€1,770 thousand as at 28 February 2017).
Year ended
(Amounts in thousands of
Euros) as at 28 February 2018 as at 28 February 2017
of which with of which with
Related- Related-
Ref Parties Parties
(A) Cash 5.9 60,209 - 36,666 -
(B) Other liquid assets - - - -
(C) Securities held for
trading - - - -
(D) Liquidity (A)+(B)+(C) 60,209 - 36,666 -
- of which is subject to a
pledge - 650 -
(E) Current financial
receivables - - -
(F) Current bank payables 5.11 (79) - - -
(G) Current part of non-
current debt 5.11 (6,882) - (5,984) -
(H) Other current financial
payables 5.13 (7,473) - (2,418) -
(I) Current financial debt
(F)+(G)+(H) (14,434) - (8,402) -
- of which is secured 0 - (6,750) -
- of which is unsecured (14,434) - (1,652) -
(J) Net current financial
position (I)+(E)+(D) 45,775 - 28,264 -
(K) Non-current bank
payables 5.11 (40,518) - (25,796) -
(L) Issued bonds - - - -
(M) Other non-current
financial payables 5.13 (12,195) - (4,427) -
(N) Non-current financial
debt (K)+(L)+(M) (52,713) - (30,223) -
- of which is secured 0 - (26,800) -
- of which is unsecured (52,713) - (3,423) -
(O) Net financial debt
(J)+(N) (6,938) - (1,959) -
The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2018 and
28 February 2017. See Note 5.14 “Other financial liabilities” for more details.
Separate financial statements 348 - 349
Year ended
Service cost -
Settlements/advances (592)
Actuarial (profits)/losses 2
Service cost -
Settlements/advances (521)
This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.
The item business unit acquisitions refers to the assumption of the debt relating to
the Severance Pay of employees transferred under the scope of the acquisition of the
business units of Andreoli S.p.A. and Cerioni S.p.A., for more details, refer to Note 5.28 -
“Business unit combinations”.
Settlements recorded in the financial year ended 28 February 2018 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.
Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:
Year ended
Year ended
Probability of leaving 5% 5%
With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.
Below is the sensitivity analysis, as at 28 February 2018, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the early request rate, the average
inflation and actualisation rate, respectively of 1%, 1%, 0.25% and 0.25%. The results are
summarised in the table below:
Year ended
The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and
the capital share of the finance leases are given below:
(Amounts in thousands Minimum payments due for financial
of Euros) leasing as at Capital share as at
The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:
Year ended
Factoring liabilities
Payables to factoring companies stood at €142 thousand as at 28 February 2018 (€175
thousand as at 28 February 2017) and refer to transfers of trade payables to a financial
counterparty through factoring without recourse.
Separate financial statements 352 - 353
5.14. Provisions
The change in the item “Funds” for the period from 29 February 2016 to 28 February 2018
is broken down below:
The “Tax dispute provision”, equal to €3,701 thousand as at 28 February 2018 and €5,649
thousand as at 28 February 2017, was set aside mainly to hedge the liabilities that could
arise following disputes of a tax nature.
The “Other disputes provision”, equal to €2,460 thousand as at 28 February 2018 and
€1,742 thousand as at 28 February 2017, refers to disputes with former employees,
customers and suppliers. The item Business unit acquisitions of €71 thousand relates to
taking over several disputes when it acquired the Andreoli S.p.A. business unit, with this
liability settled during the course of the year.
The “Onerous contracts provision”, equal to €881 thousand as at 28 February 2018 and
€1,528 thousand as at 28 February 2017, refer to the provision allocated for non-discretionary
costs necessary to fulfil the obligations undertaken in certain rental agreements.
The “Other risk provision”, equal to €1,399 thousand as at 28 February 2018 and €1,072
thousand as at 28 February 2017, mainly include: i) the provision for expenses for the
restoration of stores to their original condition set aside to cover the costs for restoring
the property when it is handed back to the lessor in cases where the contractual obligation
is the responsibility of the tenant; ii) the additional customer compensation fund.
5.15. Other current liabilities and other non-current liabilities
Below is a breakdown of the items “Other current liabilities” and “Other non-current
liabilities” as at 28 February 2018 and 28 February 2017:
Year ended
Deposit liabilities 26 21
The item “Other current liabilities” increased by €22,105 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017. The increase in the item
recorded in the period in question is mainly due to greater deferred income relating to
the servicing of the extended warranty.
The balance of the item “Other current liabilities” is mainly composed of:
• deferred income and accrued liabilities of EUR 101,280 thousand at 28 February
2018 (€89,446 thousand as at 28 February 2017) due mainly to the deferrals for the
extended warranty services. Revenue from sales is reported according to the term of
the contract, or the period for which there is a performance obligation, thereby re-
discounting sales pertaining to future periods. Moreover, note that the methods for
managing warranty services for the periods after the legally-required periods were
changed with regard to sales of extended warranty services made by the former
Unieuro (from the financial year ended 28 February 2015) and to sales of extended
warranty services in certain categories of goods (white goods) made by Unieuro
(from the financial year ended 29 February 2012) and to sales of extended warranty
services by the sales outlets acquired from Cerioni S.p.A. and Andreoli S.p.A. (from the
year ended 28 February 2018), by handling activities that were previously outsourced
to third-parties internally;
• payables to employees for €34,416 thousand at 28 February 2018 (€28,206 thousand
at 28 February 2017) consisting of debts for outstanding wages, holidays, leave, and
thirteenth and fourteenth month pay. These payables refer to items accrued but not
yet settled.
Separate financial statements 354 - 355
• VAT payables of EUR 17,102 thousand at 28 February 2018 (EUR 15,715 thousand at 28
February 2017) composed of payables resulting from the VAT settlement with regard
to February 2018.
The item “Other non-current liabilities” increased to €697 thousand in the year ended 28
February 2018 compared with the year ended 28 February 2017.
The balance of the item “Other non-current liabilities” is mainly composed of the monetary
bonus in the share-based payment plan, the Long Term Incentive Plan, of €692 thousand.
Following the approval of the distribution of the dividend by the Shareholders’ Meeting
on 29 June 2017, a payable relating to the monetary bonus accrued to managers and
employees was recorded as required by the regulation. For more details, please see Note
5.27.
Year ended
The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.
The change in the “Bad debt provision and suppliers account debit balance” for the
period from 29 February 2016 to 28 February 2018 is given below:
Bad debt provision - amount
(Amounts in thousands of Euros) due from suppliers
Provisions -
Utilisation (135)
Provisions 488
Utilisation (133)
There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.
5.17. Revenues
Below is a break down of the item “Revenue” for the financial years ended 28 February
2018 and 28 February 2017:
Year ended
Wholesale (2)
218,458 227,864
B2B (3)
104,901 102,658
Intercompany 8,816 -
The Retail sales channel refers to the sale of products to end users through direct sales points located
(1)
throughout Italy, with the exception of airports. The Online sales channel represents the sale of products to
end users through the web channel with the option of home delivery and Click & Collect. The Travel sales
channel embodies the sale of products at major public transport hubs via direct stores
(2)
The Wholesale channel covers the sale of products to partners operating exclusively through the “Unieuro”
brand as well as the wholesale supply to hypermarkets and other retailers.
(3)
The B2B sales channel represents the wholesaling of products to customers who, in turn, sell electronic
items to hotels and banks.
The Retail, Online and Travel revenue went from €1,329,973 thousand in the year ended
28 February 2017 to €1,503,343 thousand in the year ended 28 February 2018, an
increase of €173,370 thousand or 13.0%. The increases are mainly related to the Retail
and Travel channels which recorded an increase in sales as a result of: (i) the reopening
of the 21 sales outlets purchased from Andreoli S.p.A., operational from 1 July 2017; (ii)
the acquisition of the flagship store in the Euroma2 shopping centre, which opened on
20 September 2017; (iii) the gradual reopening, from 16 November 2017 onwards, of the
19 sales outlets bought from Gruppo Cerioni S.p.A.;(iv) the new openings which took
place in the financial year in question, a total of 5 Retail sales outlets in Bergamo, Novara,
Genoa, Rome Trastevere and, most recently, on 8 December, in Modena and (v) the new
Separate financial statements 356 - 357
openings of Travel sales outlets at the airports of Capodichino and Orio al Serio and
the Online channel which recorded significant growth mainly due to the commercial
initiatives associated with Black Friday, the continued expansion of the pick-up-points
network, as well as the positive results of the growth strategy in high-margin product
categories, particularly large and small appliances.
Wholesale revenue went from €227,864 thousand in the year ended 28 February 2017
to €218,458 thousand in the year ended 28 February 2018, a fall of €9,406 thousand or
4.1%. The continued and physiological action of streamlining the network has led to a fall
of 8 sales outlets compared with the 28 February 2017, plus the anticipated impact of
the new direct stores on the Wholesale network. However, taking into consideration the
sales developed by the channel through the pick&pay arrangement, the affiliate network
recorded a positive performance significantly better than the reference market.
B2B revenue went from €102,658 thousand in the year ended 28 February 2017 to
€104,901 thousand in the year ended 28 February 2018, an increase of €2,243 thousand
or 2.2%. The B2B channel targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment).
Intercompany revenues were equal to €8,816 thousand in the year ended 28 February
2018 and were composed of the sale of products to the subsidiary company Monclick.
Year ended
The item mainly includes rental income relating to the sub-leasing of spaces for other
activities, and insurance claims relating to theft or damage caused to stores. The decrease
is due to the presence, during the year ended 28 February 2017, of positive elements
relating to the closing of old debit entries. In addition, the item includes the insurance
refund for € 800 thousands obtained with regard to the fire occurred 25 February 2017
in Oderzo store sale (TV).
5.19. Purchases of materials and external services
Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2018 and 28 February 2017:
Year ended
The item “Purchases of materials and external services”, taking into account the item
“Change in inventories”, rose from EUR 1,486,761 thousand as at 28 February 2017 to
EUR 1,632,580 thousand in the year ended 28 February 2017, an increase of EUR 146,819
thousand or 9.9%.
The main increase is attributable to the item “Purchase of goods” for €170,714 thousand
resulting from the increase in turnover due to: (i) the acquisition of the 21 Andreoli S.p.A.
sales outlets, operational from 1 July 2017 (ii) the gradual reopening, from 16 November
2017, of the 19 sales outlets acquired from Gruppo Cerioni S.p.A., (iii) the acquisition of
the flagship store in the Euroma2 shopping centre, which opened on 20 September 2017;
(iv) the new openings which took place in the financial year in question, a total of 5 Retail
sales outlets, in Bergamo, Novara, Genova, Rome Trastevere and, most recently, on 8
December, in Modena and (v) the new openings of Travel sales outlets at the airports of
Capodichino and Orio al Serio.
The items “Building rental and expenses” increased by €5,471 thousand compared with
28 February 2017, a rise of 9.4%; this increase is due to the taking over of the rental
agreements of: (i) 21 sales outlets belonging to the Andreoli S.p.A. business unit, (ii) 19
sales outlets belonging to the Cerioni S.p.A. business unit, (iii) the flagship store in the
Euroma2 shopping centre, and (iii) the new openings of sales outlets during the year. The
Separate financial statements 358 - 359
cost of like-for-like rentals, on the other hand, is significantly down compared with the
previous year.
The item “Marketing” fell from €51,613 thousand at 28 February 2017 to €48,673 thousand
at 28 February 2018. Marketing and advertising were structured and planned to direct
potential customers to physical points of sale and to the Online channel. There was a fall
in traditional marketing activities in the year ended 28 February 2018, partly offset by the
increase in digital marketing activities.
The item “Transport” increased from €32,482 thousand as at 28 February 2017 to €40,670
thousand as at 28 February 2018, mainly as a result of the increase in turnover and the
ever increasing weighting of home deliveries in relation to online orders, the impact on
revenue was essentially in line with the previous year, equal to 2.2% as at 28 February
2018 (2.0% as at 28 February 2017).
The item “Utilities” increased by €675 thousand compared with 28 February 2017 or 5.6%,
with the increase mainly due to the increase in the number of sales outlets recorded in
the year.
The item “Consulting” fell from €10,904 thousand at 28 February 2017 to €8,759
thousand at 28 February 2018. The performance is due to the combined effect of: (i) a
decrease mainly related to the costs incurred by the Company relating to the listing of
the Company’s shares on the STAR segment of the Mercato Telematico Azionario run
by Borsa Italiana S.p.A. which concluded on 4 April 2017, (ii) the increase as a result of
the consultancy fees incurred for the acquisition of Monclick S.r.l. and the acquisition of
the business units from Andreoli S.p.A. and Cerioni S.p.A. and (iii) the increase of the
consultancy fees incurred for the incorporation of the subsidiary company Monclick.
The item “General sales expenses” increased from €7,497 thousand at 28 February 2017
to €8,560 thousand at 28 February 2018. The item mainly includes the cost of fees on
sales transactions with the increase due to the increase in turnover.
The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by €1,845 thousand compared with 28 February 2017, or 30,1%,
with the increase mainly relating to: (i) the increase in the cost of insurance, particularly
following the catastrophic events due to the fire at the Oderzo point of sale which took
place on 25 February 2017 and the theft at the Piacenze warehouse which took place in
August 2017 with a new insurance contract signed with a new pool of insurers which led
to an increase in the premium and (ii) the increase recorded in support activities for listed
companies. The effect of that item on revenues is substantially unchanged, equal to 0.4%
at 28 February 2018 (0.4% at 28 February 2017).
Year ended
Personnel costs went from €136,633 thousand in the year ended 28 February 2017 to €154,464
thousand in the year ended 28 February 2018, an increase of €17,831 thousand or 13.1%.
The item “Salaries and wages” increased by €14,643 thousand or 15.0%, with the increase
mainly due to: (i) the acquisition of the business units from Andreoli S.p.A., Cerioni
S.p.A., (ii) the acquisition of the flagship store in the Euroma2 shopping centre, (iii) the
increase in employees following the opening of 7 new stores, (iv) the adaptation of the
central structure to meet stock exchange requirements and the reinforcement of several
strategic functions and (v) the adaptation of the existing employment contracts which
were renewed on 30 March 2015 which included, among other things, a contractual
increase valid from 1 August 2017.
The item “Other personnel costs”, stood at €2,665 thousand at 28 February 2018 (€3,005
thousand at 28 February 2017) and mainly included: (i) the recognition of €1,352 thousand
as the cost of the share-based payment plan - Long Term Incentive Plan concluded
during the year and (ii) the recognition of €706 thousand as the cost of the share-based
payment plant - Call option agreement concluded following the positive outcome of the
listing that took place on 4 April 2017. Refer to Note 5.26 for more details about the share-
based payment agreements.
Year ended
”Other operating costs and expenses” went from €5,377 thousand in the year ended 28
February 2017 to €8,502 thousand in the year ended 28 February 2018, an increase of
€3,125 thousand or 58,1%.
The increase was mainly due to the the increase in taxes and duties not on income due
to the effect on the increase recorded in the number of stores and the write-down of
receivables considered of doubtful esigibility.
The item “Other operating costs” includes costs for charities, customs and capital losses.
Year ended
The item “Depreciation, amortisation and write-downs” went from €17,958 thousand in
the year ended 28 February 2017 to €27,346 thousand in the year ended 28 February
2018, a rise of €9,388 thousand or 52.3%. The increase relates to: (i) the write-down
of equity investments, specifically from the results of the impairment test to which the
equity investment in Monclick was subjected, from which it emerged at 28 February
2018 that the carrying amount exceeded the recoverable value by €6,276 thousand. For
more details, refer to Note 5.5.1 and (ii) the progressive growth of investments in recent
financial years also related to new acquisitions.
Year ended
Interest income 25 27
“Financial income” went from €358 thousand in the year ended 28 February 2017 to €299
thousand in the year ended 28 February 2018, a decrease of €59 thousand. The change
is mainly due to the increase in income for exchange rate gains and the decrease in bank
interest income.
Year ended
“Financial expense” went from €6,222 thousand in the year ended 28 February 2017 to
€7,920 thousand in the year ended 28 February 2018, an increase of €1,698 thousand or
27.3%.
The item “Interest expense on bank loans” increased at 28 February 2018 by €2,932
thousand compared with the previous period with this increase due mainly to the
combined effect of the greater financial interest of €3,128 thousand due to the transfer
to the income statement of the amortised cost of the Euro Term and Revolving Facilities
Agreement as a result of the conclusion which took place on 22 December 2017 of the
Loan Agreement and the lower interest expense recorded in the year relating to the Euro
Term and Revolving Facilities Agreement due to the fall in the margins applied, as a result
of the improvement recorded in the leverage ratio at the reporting dates. The interest
rate of the Euro Term and Revolving Facilities Agreement was equal to the sum of (i)
the Euribor parameters and (ii) a margin with a different annual percentage for each
individual line. The Euro Term and Revolving Facilities Agreement involves a mechanism
that changes the above-mentioned margin according to the level of a certain contractual
index (leverage ratio), calculated at the reporting dates of the financial covenants.
The item “Interest expense toward parent company” equal to zero at 28 February 2018
(€788 thousand at 28 February 2017) included the interest accrued on the shareholders’
loan repaid on 28 November 2016.
Separate financial statements 362 - 363
The item “Other financial expenses” equal to €1,280 thousand at 28 February 2018 (€1,726
thousand at 28 February 2017) mainly include the interest relating to other financial
liabilities and expenses relating to cash discounts recognised to customers. This item
fell by €446 thousand; the decrease is mainly due to the greater costs incurred in the
previous year for: (i) the waiver request to the Lending Banks aimed at obtaining the
latter’s consent for the distribution of dividends and the repayment of the shareholders’
loan made in the nine-month period ended 30 November 2016 and (ii) the Amendment
Proposal for the Loan Agreement aimed at bringing the contract into line with the rules
applicable to listed companies and market practices for financing transactions in favour
of listed companies.
Year ended
The table below contains the reconciliation of the theoretical tax burden with the actual one:
Year ended
(In thousands of Euros and as a
percentage of the profit before tax) 28 February 2018 % 28 February 2017 %
Year ended
Adjustments for:
45,735 41,819
Changes in:
Taxes paid - -
The net cash flow from (used in) operating activities went from €56,523 thousand in the
year ended 28 February 2017 to €84,385 thousand in the year ended 28 February 2018,
an increase of €27,862 thousand. The larger cash flows generated were mainly influenced
by the combined effect resulting from:
• the greater liquidity generated by the changes in the cash flows from (used in)
operating activities of €27,831 thousand;
• the greater income flows for the year (composed of the changes that took place in
the adjusted result for the period of income taxes, net financial expense/(income)
and other non-monetary changes) of €3,916 thousand;
• the higher financial expenses paid of €3,885 thousand.
In the year ended 28 February 2018, the cash flow generated/(absorbed) by operations
(composed of the changes in warehouse inventories and trade receivables and payables
and in other operating assets and liabilities) and the related cash flows, generated greater
liquidity compared with the previous year of €27,831 thousand, going from a cash flow
of €19,635 thousand in the year ended 28 February 2017 to a positive flow of €47,466
thousand in the year ended 28 February 2018. Specifically, the positive performance of
the Net Working Capital is associated, with reference to trade payables, to: (i) promotions
in February 2018 which involved product categories with different payment conditions
compared with those of the previous year and (ii) an increase in the number of sales
outlets as a result of the acquisition of the Andreoli S.p.A. and Cerioni S.p.A. business
units, the Monclick company and the flagship store in the Euroma2 shopping centre and
the new openings during the year which had a positive impact on the development of
trade payables more than offsetting the increase in inventories.
In addition, the net cash flow generated/(absorbed) by operating activities was affected
by the payment of greater financial expenses of €2,600 thousand compared with the
previous year as a result of the payment of the financing fees associated with the signing
of the new Loan Agreement which took place on 22 December 2017.
Year ended
With reference to the year ended 28 February 2018, the Company’s main requirements
involved:
• investments in equity investments of €9,283 thousand relating to the share paid for
the purchase price of Monclick of €3,500 thousand and the payments to cover losses
and the capital contribution payments made during the year of €5,783 thousand.
Note that on 29 June 2017 and 10 January 2018 the Unieuro Board of Directors
approved payments to the provision to cover losses of €1,192 thousand and €1,783
thousand, respectively and capital contribution payments of €2,808 thousand and
€1,217 thousand, respectively. The payment yet to be made on 28 February 2018 is
equal to €1,217 thousand and was made through offsetting of commercial receivables
realized on 31 March 2018;
• investments in business unit combinations of €10,985 thousand relate to the share of
the purchase price paid for the business units of Andreoli S.p.A. for €9,381 thousand
and Cerioni S.p.A. for €1,604 thousand;
• investments in plant, machinery and equipment of €28,446 thousand, mainly relate to
interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible fixed assets of €8,812 thousand relating to the development
of the website www.unieuro.it and IT systems at the Forlì headquarters.
Year ended
Financing absorbed liquidity of €3,317 thousand in the year ended 28 February 2018
and €27,461 thousand for the year ended 28 February 2017.
The cash flow from financing activities as at 28 February 2017 mainly reflects:
• an increase in financial liabilities of €16,529 thousand mainly due to the restructuring
of the lines of credit following the conclusion of the new loan which took place on 22
December 2017.
• an increase in other financial liabilities of €154 thousand mainly due to the increase in
debts of assets subject to financial leasing.
• the distribution of a dividend of €20,000 thousand of which €11,587 thousand in
respect of the profit for the year ended 28 February 2017 and €8,413 thousand from
the use of part of the extraordinary reserve, as approved on 20 June 2017 by the
Shareholders’ Meeting.
Separate financial statements 366 - 367
Specifically, in the Call Option Agreement these options give the right to subscribe a
certain portion of the share capital of Venice Holdings at a fixed issue price equal to:
792 Euro units for the first tranche (tranche A and tranche B) plus 8% per year from 30
November 2013 until the time the option is exercised, and 792 Euro units for the second
tranche (tranche B) plus 25% per year from 30 November until the time the option is
exercised.
During the financial year ended 28 February 2017, Unieuro launched all the internal
preparatory activities for the listing of the Unieuro’s shares on the Mercato Telematico
Azionario organised and managed by Borsa Italiana S.p.A. The listing project was
formally ratified by the Shareholders’ Meeting of 12 December 2016. Following the launch
of the listing project, in order to confirm the incentive of the assignees of the Call Option
Agreement, the reference shareholder (Italian Electronics Holdings S.r.l.) decided to
change the original options plan at the beginning of February 2017 by a renunciation of
the previous Call Option Agreement and a simultaneous assigning of a new options plan
called the Transaction Bonus lasting 5 years which involved the commitment of Italian
Electronics Holdings S.r.l.: (i) if the result of the admission to listing process is positive,
the allocation to certain Company managers, on the day of the establishment of the
placement price, by Italian Electronics Holdings, of a number of Company shares free of
charge, with the obligation to sell the shares granted on the day of the placement and
to other managers of a sum in Euros equal to the value of a pre-established number of
shares at the placement price; (ii) in the case of the sale to a third-party of all or some of
the Company shares, the granting to certain Company managers and employees, before
the transfer to third-parties, by Italian Electronics Holdings, of a number of Company
shares free of charge, with the obligation to sell the shares granted to the third-party
buyer. The realisation of events was mutually exclusive therefore, as the first event is
realised in terms of time, the possibility of the second event automatically becomes
ineffective. On 4 April 2017, Italian Electronics Holdings S.r.l. completed the process of
listing Unieuro S.p.A. shares on the STAR Segment of the Mercato Telematico Azionario
of Borsa Italiana S.p.A., placing 31.8% of the Company’s share capital for a total value
of €70 million. From 3 May 2017, the greenshoe option granted by Italian Electronics
Holdings S.r.l. was partially exercised for 537,936 shares compared to the 636,363 shares
that had been the object of the Over Allotment. The purchase price of the shares that
were the object of the greenshoe option was €11.00 per share, which corresponds to
the offer price which was set for the placement, totalling €5,917 thousand. The share
settlement relative to the greenshoe option took place on 8 May 2017. On 6 September
2017, Italian Electronics Holdings placed, under the accelerated bookbuilding procedure,
3,500 thousand ordinary shares, corresponding to 17.5% of the share capital of Unieuro, at
the price of € 16 per share. The settlement of the transaction took place on 8 September
2017. The total amount was € 56,000 thousand.
The revision of the assignment mechanism, which took place by revoking the previous
Call Option Agreement and simultaneously having beneficiaries sign the Transaction
Bonus, was structured as an amendment to the existing plan which resulted in an event
to accelerate the vesting period.
To define the length of the vesting period, the new deadline considered for the service
period of the recipients for the purpose of the definition of the vesting period, was 4
April 2017, the placement date of the shares on the Mercato Telematico Azionario. The
amount of personnel costs to be allocated to the income statement, with the offsetting
item being the specific reserve for share-based payments, was therefore revised in the
light of the new vesting deadline.
In the financial statements for the year ended 28 February 2018 the evaluation of the
probable market price of the options is recorded using the binomial method (Cox – Ross
– Rubinstein).
In determining the fair value at the allocation date of the share-based payment, the
following data was used:
Tranche A Tranche B
Expected dividends 0% 0%
ECB return Eurozone ECB return Eurozone
Risk-free interest rate government bonds (AAA) government bonds (AAA)
Tranche A Tranche B
Number of Number of Number of Number of
options options 28 options options 28
28 February February 28 February February
2018 2017 2018 2017
Note that, as mentioned above, the Transaction Bonus constitutes a change to the existing
plan which caused an acceleration event in the vesting period.
The Plan specifies the following objectives: (i) focusing the attention of the recipients
on the strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan
and encouraging their remaining with Unieuro and/or other companies of the Group, (iii)
increasing the competitiveness of Unieuro and the Group in their medium-term objectives
and identifying and facilitating the creation of value both for Unieuro and the Group and
for its shareholders, and (iv) ensuring that the total remuneration of recipients of the Plan
remains competitive in the market.
The implementation and definition of specific features of the Long Term Incentive Plan were
referred to the same Shareholders’ Meeting for specific definition by the Unieuro Board of
Directors. On 29 June 2017, the Board of Directors approved the plan regulations for the
plan (following the “Regulations”) whereby the terms and conditions of implementation
of Long Term Incentive Plan were determined.
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of the Company by 31 July 2017 (“IPO”);
• Recipients: the Long Term Incentive Plan is addressed to Directors with executive
type positions, associates and employees (managers and others) of Unieuro that were
identified by the Board of Directors within those who have an ongoing employment
relationship with Unieuro and/or other companies of the Group. Identification of the
Recipients was made on the basis of a discretionary judgment of the Board of Directors
that, given the purpose of Long Term Incentive Plan, the strategies of Unieuro and the
Group and the objectives to be achieved, took into account, among other things, the
strategic importance of the role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in the Company for a maximum of 860,215 options, each of which
entitling the bearer to subscribe one newly issued ordinary share (“Options”). If
the target is exceeded with a performance of 120%, the number of Options will be
increased up to 1,032,258. A share capital increase was approved for this purpose for
a nominal maximum of €206,452, in addition to the share premium, for a total value
(capital plus premium) equal to the price at which Unieuro’s shares will be placed on
the MTA through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights: the subscription of the shares can only be carried out after 31 August
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options
will happen on 31 August 2020 provided that: (i) the working relationship with the
Recipient persists until that date, and (ii) the objectives are complied with, in terms
of distributable profits, as indicated in the business plan on the basis of the following
criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to €11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Long Term
Separate financial statements 370 - 371
Incentive Plan until completion of the vesting period (29 February 2020) with the
exercise of company rights pertaining to the Shares obtained during that year with the
exercise of Subscription Rights
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July
2025.
In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets were taken into account.
In determining the fair value at the allocation date of the share-based payment, the
following data was used:
Number of options
28 February 2018
The acquisition is of great strategic value for Unieuro because it enables significantly
increasing sales thereby strengthening its position in the domestic market.
The consideration for the sale of the company is €12,200 thousand and is adjusted as
follows:
• €3,900 thousand were paid by Unieuro as a deposit for the submission of the tender
offer within the competitive procedure under Article 163-bis of the Italian Bankruptcy
Law;
• €2,819 thousand through the assumption of the debt owed by Andreoli S.p.A to its
transferred employees;
• €5,481 thousand by bank transfer executed on 17 May 2017.
The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control, namely from 17 May 2017.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
combination:
Provisions (71)
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at €1,300 thousand.
The residual goodwill measured during the business combination at €10,500 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not not expected.
The consideration for the sale of the company is EUR 8,004 thousand and is adjusted as
follows:
• €1,200 thousand was paid by Unieuro at the time of the agreement;
• €1,334 thousand through the assumption of the debt owed by Cerioni S.p.A to its
transferred employees;
• €400 thousand was paid by Unieuro at the first execution date;
• €4 thousand was paid by Unieuro at the third execution date;
• The remaining part equal to €5,066 thousand will be paid in six equal half-yearly
instalments from 10 July 2018.
The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control of the three groups of stores.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. Key money paid for the opening of sales outlets is considered as severance costs
with reference to property leases and feature a ratio between the location of the sales
outlet and the factors such as the high number of visitors, the prestige of having a sales
outlet in a certain location and protecting an area where a competitor is present. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at €1,090 thousand.
The residual goodwill measured during the business combination at €5,654 thousand
was allocated to the Retail CGU relating to all cash flows from Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
6. Related-party transactions
The tables below summarise the Company’s credit and debt relations with related-parties
as at 28 February 2018 and 28 February 2017:
As at 28 February 2018
Trade receivables - - -
Trade payables - - -
As at 28 February 2017
- - - (21) 0.0%
At February 2018
Revenue - - -
Other income - - -
Purchases of materials and external
services (63) (151) (571)
Personnel costs - - -
As at 28 February 2017
Other income 12 - -
Purchases of materials and
external services - (1,159) (60)
Other operating costs and
expenses - (6) -
Personnel costs - - -
- 86 86 5,377 1.6%
(4,608) 7,810
- - - 12 6,360 0.2%
derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code
• commercial relations for the provision of goods and services with the subsidiary
company Monclick S.r.l. and cash flows relating to payments to cover losses and
capital contribution payments during the year of €5,783 thousand. Note that on 29
June 2017 and 10 January 2018 the Unieuro Board of Directors approved payments to
the provision to cover losses of €1,180 thousand and €1,783 thousand, respectively and
capital contribution payments of €2,808 thousand and €1,217 thousand, respectively.
The payment yet to be made on 28 February 2018 is equal to €1,217 thousand and was
made through offsetting on 31 March 2018;
• relations with Directors and Main Managers, summarised in the table below:
Main managers
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea
Chief Corporate Development Officer - Andrea Scozzoli Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Company’s cash flows with related-parties as at 28
February 2018 and 28 February 2017:
Related-parties
Impact on
Board Total balance balance sheet
of Directors Main managers Monclick S.r.l. Total sheet item item
(1,483) (1,457)
Year ended
As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:
As at 28 February 2017, the amount of rental fees due for operating lease agreements is
given below:
The rent still due to operating lease agreements reported an increase of €8,206 thousand
in the year ended 28 February 2018 compared with the year ended 28 February 2017
mainly due to the combined effect of: (i) taking over the rental agreements of 21 sales
outlets belonging to the Andreoli S.p.A. business unit from July 2017; (ii) taking over
the rental agreements of 19 sales outlets belonging to the Cerioni S.p.A. business unit
from November 2017, (iii) taking over the rental agreement of the flagship store in the
Euroma2 shopping centre; (iv) new openings of sales outlets during the year and (v)
the renegotiation with several landlords of the main contractual conditions with special
reference to the early termination clause, which involved a reduction of the medium-/
long-term exposure.
Year ended
Total 886
SUBSEQUENT EVENTS
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.
On 26 March 2018, in conjunction with the approval of the preliminary revenues for the
year just concluded, the Board of Directors of Unieuro approved the advance to June
2018 of the ex-dividend date in respect of the profits for the financial statements for the
year ended 28 February 2018 as well as its payment in one go, contrary to the provision
of the dividend policy in force.
The decision, made possible by the favourable financial dynamics of Unieuro, was taken
in the interest of the Company and its shareholders in order to bring forward the total
distribution of the coupon for Shareholders by four months.
Separate financial statements 386 - 387
DRAFT RESOLUTION OF
THE BOARD OF DIRECTORS
SUBMITTED TO THE
SHAREHOLDERS’ MEETING
Dear Shareholders,
• We should like to propose you allocate the result for the year ended 28 February
2018, amounting to € 8,521,310, to partially cover losses carried forward and negative
reserves.
26 April 2018
Year ended
(Amounts in thousands of 28 February Of which with % 28 February Of which with %
Euros) 2018 Related-Parties Weighting 2017 Related-Parties Weighting
Plant, machinery, equipment
and other assets 74,714 60,822
Shareholder funding - -
Shareholder funding - -
Appendix 2
Income Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.
Year ended
Of which Of which
28 with 28 with
(Amounts in thousands February Related- % February Related- %
of Euros) 2018 Parties Weighting 2017 Parties Weighting
Year ended
Of which Of which
28 with with
February Related- % 28 February Related- %
(Amounts in thousands of Euros) 2018 Parties Weighting 2017 Parties Weighting
Profit (loss) for the year 8,521 2,417 28.4% 11,587 (9,142) (78.9%)
Adjustments for: - -
Changes in:
- Other changes in operating assets and liabilities 20,860 4,001 19.2% 23,488 (1,367) (5.8%)
Cash flow generated/(absorbed) by operating
activities 47,466 6,609 13.9% 19,635 (6,761) (34.4%)
Taxes paid - -
Appendix 4
Income Statement as at 28/02/2018 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.
Year ended
28 Of which 28 Of which
(Amounts in thousands February non- % February non- %
of Euros) 2018 recurring Weighting 2017 recurring Weighting
Total revenue and income 1,840,895 929 0.1% 1,666,855 2,414 0.1%
Purchases of materials
and external services (1,677,217) (14,074) 0.8% (1,491,938) (14,231) 1.0%
Profit/(loss) for the year 8,521 (28,991) (340.2%) 11,586 (17,574) (151.7%)
ATTESTATION OF THE
SEPARATE FINANCIAL
STATEMENTS OF UNIEURO
S.P.A. AS AT FEBRUARY
28, 2018, PURSUANT TO
ARTICLE 81-TER OF THE
CONSOB REGULATION
11971 OF 14 MAY 1999 AS
SUBSEQUENTLY AMENDED
AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive
Officer of Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive
responsible for the preparation of the Company’s financial statements, pursuant to
Article 154-bis, paragraphs 3 and 4, of the Italian Legislative Decree 58 of 24 February
1998, hereby certify:
• the adequacy in relation to the characteristics of the company and
• the effective implementation of the administrative and accounting procedures for the
preparation of the full-year financial statements of the Company, in financial year 2018.
It is also certified that the full-year Separate Financial Statements of the Company:
• have been drawn up in accordance with the international accounting standards
recognised in the European Union under the EC regulation 1606/2002 of the European
Parliament and of the Council, dated July 19, 2002;
• are consistent with the entries in the accounting books and records;
• provide an accurate and fair view of the assets and liabilities, profits and losses and
financial position of the issuer.
The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer, together with a description of the main risks and
uncertainties to which it is exposed.
26 April 2018
Giancarlo Nicosanti Monterastelli Italo Valenti
Managing director Executive Officer Responsible for the preparation
and Chief Executive Officer of the financial staitements of the company
Separate financial statements 392 - 393
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
(Translation from the Italian original which remains the definitive version)
To the shareholders of
Unieuro S.p.A.
Opinion
We have audited the separate financial statements of Unieuro S.p.A. (the “Company”),
which comprise the statement of financial position as at 28 February 2018, the income
statement and the statements of comprehensive income, changes in equity and cash
flows for the year then ended and notes thereto, which include a summary of the
significant accounting policies.
In our opinion, the separate financial statements give a true and fair view of the
financial position of Unieuro S.p.A. as at 28 February 2018 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.
Recoverability of goodwill
Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6 - Significant
accounting policies; note 5.2 - Goodwill
The separate financial statements at 28 Our audit procedures, which also involved
February 2018 include the investment in our own valuation specialists, included:
Monclick S.r.l. (“Monclick”) of €10.7 million, — understanding the process adopted
net of the impairment loss of €6.3 million to prepare the impairment test
recognised during the year. approved by the Company’s board
of directors on 26 April 2018;
2
Separate financial statements 394 - 395
Unieuro S.p.A.
Independent auditors’ report
28 February 2018
3
Unieuro S.p.A.
Independent auditors’ report
28 February 2018
The parameters and information used for the suppliers, including through external
estimate are based on the purchased or sold confirmations;
volumes and valuations that consider
historical figures of premiums and — checking the accuracy of the premium
contributions actually paid by suppliers. and contribution calculation database, by
tracing the amounts to the general
For the above reasons, we believe that the
ledger and sample-based checks of
recoverability of premiums and contributions
from suppliers is a key audit matter. supporting documentation;
Measurement of inventories
Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6 - Significant
accounting policies; note 5.6 - Inventories
— the sales’ seasonality, with peaks in — checking the method used to calculate
the allowance for inventory write-down
November and December;
by analysing documents and discussions
— the decreasing price curve due to with the relevant internal departments;
technological obsolescence of products;
— checking the mathematical accuracy of
— the high number of product codes the allowance for inventory write-down;
handled.
— analysing the reasonableness of the
assumptions used to measure the
4
Separate financial statements 396 - 397
Unieuro S.p.A.
Independent auditors’ report
28 February 2018
For the above reasons, we believe that the allowance for inventory write-down
measurement of inventories is a key audit through discussions with the relevant
matter. internal departments and analysis of age
bands and write-down rates applied;
comparing the assumptions with
historical figures and our knowledge of
the Company and its operating
environment;
5
Unieuro S.p.A.
Independent auditors’ report
28 February 2018
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control;
— obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control;
— evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by the directors;
— conclude on the appropriateness of the directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report
to the related disclosures in the separate financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Company to cease to continue as a going
concern;
— evaluate the overall presentation, structure and content of the separate financial
statements, including the disclosures, and whether the separate financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance, identified at the appropriate
level required by ISA Italia, regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have
complied with the ethics and independence rules and standards applicable in Italy and
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the separate financial
statements of the current year and are, therefore, the key audit matters. We describe
these matters in our auditors’ report.
6
Separate financial statements 398 - 399
Unieuro S.p.A.
Independent auditors’ report
28 February 2018
We confirm that the opinion on the separate financial statements expressed herein is
consistent with the additional report to the Collegio Sindacale, in its capacity as audit
committee, prepared in accordance with article 11 of the Regulation mentioned above.
Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The directors of Unieuro S.p.A. are responsible for the preparation of the Company’s
directors’ report and report on corporate governance and ownership structure at 28
February 2018 and for the consistency of such reports with the related separate
financial statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the
Company’s separate financial statements at 28 February 2018 and their compliance
with the applicable law and to state whether we have identified material
misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the separate financial statements of Unieuro S.p.A. at 28 February 2018 and
have been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.
KPMG S.p.A.
Luca Ferranti
Director
7
Separate financial statements 400 - 401
Separate financial statements 402 - 403
Separate financial statements 404 - 405
Concept & Design: SERVIF/LAB
Printed by : Tipolitografia Optimus S.r.l.
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì - Italy
unieurocorporate.it
PRESS RELEASE
Forlì, 10 May 2017 – The Board of Directors of Unieuro S.p.A. (MTA: UNIR), the largest
omnichannel distributor of consumer electronics and household appliances by number of
outlets in Italy, met today to examine and approve the Draft Financial Statements for the
year ending 28 February 2017, which will be submitted for approval to the Shareholders’
General Meeting to be held on 20 June 2017.
Giancarlo Nicosanti Monterastelli, Chief Executive Officer of Unieuro, stated: “In the
year just ended, the Company reported excellent results, growing faster than the target
market, both in the online and in the offline channel. For the first time, revenues exceeded
€ 1.6 billion. We improved margins and cash generation, substantially resetting to zero net
borrowings and funding considerable investments in the store network and digital platform
with our own resources.”
“Just a few weeks after our debut on the Stock Exchange, which crowned ten years of
growth and success, we confirmed and reiterated our winning strategy, which focuses on
customers, their needs and ever-evolving buying habits. The omnichannel strategy is now
a matter of fact and Unieuro, boasting the most extensive sales network in Italy perfectly
integrated with a rapidly expanding online channel, is best positioned to seize all its
benefits.”
“In light of the still high fragmentation of the sector in which we operate – continued
Nicosanti Monterastelli – “the recently announced acquisitions of Monclick and Andreoli
stores clearly show that Unieuro represents the only multichannel consolidator in the
industry, able to take advantage of a complex market with great potential.”
1
Net revenues at 28 February 2017
In the year ended 28 February 2017, Unieuro achieved net revenues of € 1,660.5 million,
up by 6.6% compared to € 1,557.2 billion in the same period last year, an increase of €
103.3 million mainly generated by higher sales volumes in all distribution channels, and
especially in the online segment due to the omnichannel strategy.
The like-for-like growth – i.e., the performance of stores opened for at least 26 months as
at the end of the fiscal year, including both retail and Click & Collect sales – stood at 3.3%,
also thanks to the success of the omnichannel strategy, the continuous optimization of
business processes, such as supply and delivery, and the strong investment in personnel
training to increase customer satisfaction and loyalty.
The Retail channel (72.4% of total revenues) – which is made up of 171 direct stores
located in areas deemed commercially strategic and characterized by different sizes in
terms of surface area – recorded a 2.0% increase in sales amounting to € 1,202.5 million
thanks to new openings in the period and the extensive plan to optimize the portfolio of
stores, which led to the renovation of 17 retail outlets, in addition to the relocation of 4
retail outlets.
The Wholesale channel (13.7% of total sales) – made up of 280 Affiliated retail outlets,
characterized by small sizes and located in areas with a limited catchment zone –
recorded revenues of € 227.9 million, with a significant increase of 10.4%, i.e.
approximately € 21.5 million, thanks mainly to the positive development of the sales of
affiliated entrepreneurs who are benefiting from the implementation of Unieuro’s
commercial policies to their network, the fully operational sales of warranty extensions to
the indirect channel, as well as a significant layout restructuring and upgrading plan for the
25 affiliated outlets, in order to make them more responsive to consumer needs.
2
– recorded a strong increase in revenues, which stood at € 102.7 million (+23.8% over the
previous year) thanks to the Company’s ability to exploit the market opportunities offered
by a highly variable industry.
The Online channel (6.7% of total revenues) generated € 111.3 million (+40.8%
compared to the previous year), with a strong growth of more than € 32 million over the
previous year, benefiting from the increased share of online sales with respect to overall
revenues and from Unieuro’s omnichannel strategy, leveraging the pickup points at its 381
outlets.
In particular, the reshaping of the communication strategy, combined with the complete
restyling of the website according to a mobile-first approach and the launch of the new
App, allowed the Company to optimize its sales performance, which – net of “Services”,
“B2B” and “Other products” – recorded a growth rate almost double that of the target
market. The goal of this strategy is to offer an increasingly customized shopping
experience based on the analysis of the customers’ behavior and preferences (CRM),
aiming to overcome the spatial limitations of the individual physical outlets focusing on the
needs of the individual customer.
In view of a further and decisive development of this channel, in February the Company
signed an agreement to acquire the full ownership of Monclick, one of the leading online
operators in Italy in the consumer electronics market and B2B2C.
Finally, the Travel channel (1.0% of total revenues) – made up of 9 direct stores located
at some of the main public transport hubs, such as airports and railway stations – recorded
a growth of 58.6%, standing at € 16.2 million in revenues, on one side benefiting from the
new store opening in the Torino Porta Nuova railway station and, on the other, from the
return to full operation of the Fiumicino Airport stores, which had been affected by a fire
that damaged one of the Terminals in the previous fiscal year.
3
In the year ending 28 February 2017, Unieuro recorded an increase in sales in all product
categories, with higher growth for Grey goods (48.1% of total revenues) – i.e. photo
cameras, video cameras, smartphones, tablets, computers and laptops, monitors, printers,
telephony accessories and all wearable technology products – which generated revenues
of € 798.8 million, up by 9.0%, driven by the good performance of the B2B channel and,
more generally, by the good performance of the mobile telephony market.
The category of White goods – representing 25.4% of sales and composed of major
domestic appliances (MDA) such as washing machines, dryers, refrigerators or freezers
and stoves, small domestic appliances (SDA) such as microwave ovens, vacuum
cleaners, kettles, coffee machines, as well as the air conditioning segment – generated
revenues of € 421.9 million, up by 4.3%. With regard to the consumer segment, thus not
including sales in the B2B channel, this category was characterized by a growth of 4.7%,
stronger than the market growth, which was around 1%.
The category of Brown goods (18.1% of total revenues) – which includes television sets
and related accessories, smart-TV devices and car accessories (referred to as consumer
electronics), as well as storage systems such as CDs / DVDs or USB flash drives (referred
to as media storage) – achieved revenues of € 301.4 million in the year just ended. This
business sector was affected by the absence of significant product innovations. In this
context, however, Unieuro proved to be able to grow by 2.9%, a testimony to the
appropriateness of the strategy being implemented.
Finally, the category of Other products performed well (4.8% of total revenues). This
includes sales in the entertainment sector and other products not included in the consumer
electronics market such as, for example, bicycles or household ware, which generated
revenues of around € 80 million (+10.8%), and the category of Services (3.5% of total
revenues), which witnessed a growth of 7.1% standing at € 58.6 million, thanks to the
Company’s continued focus on the provision of services to its customers.
Adjusted EBITDA
4
During the fiscal year that ended at 28 February 2017, the adjusted EBITDA of Unieuro
stood at € 65.4 million, with a margin on sales of 3.9%, an increase of € 6.2 million
(+10.5%) compared to € 59.1 million in the previous year and 14 basis points in terms of
margins on sales.
This increase was mainly due to the positive performance of revenues during the year and
a strict control of operating costs by Unieuro.
Adjusted Net Income of Unieuro at 28 February 2017 was € 36.3 million, a sharp increase
(+41.3%) compared to € 25.7 million in 2016, with an impact of 2.2% on revenues (1.7% in
fiscal year 2016) thanks to the good performance of the operating margin, lower financial
charges and a reduction in the tax burden for the period.
Investments
During the year, Unieuro made net investments amounting to € 27.9 million, essentially in
line with the previous year (€ 27.5 million).
As at 28 February 2017, Unieuro’s Net Financial Debt stood at € 2.0 million, a sharp
improvement compared to € 25.9 million at 29 February 2016, benefiting from the strong
cash flow that allowed the Company to repay the shareholder loan of € 21.1 million
(November 2016), significant investments made during the period, and payment of a
dividend of € 3.9 million.
Employees
5
Significant Events and Transactions in the Period
In October 2016, with the aim of creating a more user-friendly surfing experience, Unieuro
launched its new e-commerce platform unieuro.it completely revamped in its graphics,
search engine, payment process and contents. These innovations go in the direction of
strengthening the multichannel positioning of Unieuro, thanks to the expansion of its
network of product pickup points (available at over 380 Unieuro stores), where customers
are consistently at the center of a unique experience at all touch points.
In December 2016, the new App for mobile devices was also released. Provided with a
simple and intuitive search engine and a new navigation menu, it allows users to easily
find a product, effortlessly move through the categories and subcategories, and interact by
using a simplified navigation menu.
Born with a well-defined positioning compared to the mobile version of the website, the
Unieuro App takes advantage of the features of the Mobile world and allows users to save
searches, create wishlists and customize their homepage. It also offers the option of
choosing different payment methods for purchases as well as opting for a store pickup
service once the order has been made.
Finally, inside the stores, the App helps customers in their purchasing choices thanks to a
scan code that provides product features and reviews.
Acquisition of Monclick
On 24 February 2017, Unieuro signed an agreement with Project Shop Land S.p.A. for the
acquisition of a 100% stake in Monclick, a leading online operator in Italy, operating in the
consumer electronics market and B2B2C online market. The acquisition has a strong
strategic value for Unieuro as it will allow it to significantly increase revenues in the online
segment by strengthening its positioning in the domestic market. The closing of the
transaction is expected by the first half of 2017.
6
At the allocation price of € 11.00 per share, the total proceeds from the transaction, taking
into account the exercise of the greenshoe option, was € 75.9 million, representing a
market capitalization of the Company amounting to € 220 million.
As already announced during the listing process, the Board of Directors of Unieuro
decided to submit to the Shareholders’ General Meeting to be held on 20 June 2017 the
distribution of a dividend of € 1 per share, totaling € 20 million, of which € 11.6 million
drawing from profits for the year 2017 and € 8.4 million by using the available reserves; the
dividend, which represents a 55% payout rate on Adjusted Net Income, will be paid out on
27 September 2017 (ex-dividend date 25 September 2017, in accordance with the
calendar of the Italian Stock Exchange, and record date on 26 September 2017).
Shareholders may collect the dividend before or after withholding taxes, according to the
tax regime applied.
The Board of Directors meeting today also resolved to confer on the Chief Executive
Officer the power to negotiate the granting of a new credit line of € 50 million to be used
for the acquisition / opening of new outlets.
Conference Call
Please note that today, Wednesday May 10, at 16.30 (CET), a conference call will be held
during which Unieuro’s management will be presenting to investors and financial analysts
the results for fiscal year 2017, which ended 28 February 2017.
7
To participate, simply dial one of the following numbers:
Italy: +39 02 805 88 11
UK: + 44 121 281 8003
USA: +1 718 7058794
Until 16 May 2017, a telephone recording of the conference call will be available at the
following numbers:
Italy: +39 02 72495
UK: + 44 1 212 818 005
USA: +1 718 705 8797
Access code: 963#
***
For the transmission, storage and filing of the Regulatory Information to be made public,
Unieuro S.p.A. chose to use the platforms “eMarket SDIR” and “eMarket STORAGE”
managed by Spafid Connect S.p.A., with offices in Foro Buonaparte 10, Milan.
***
Mr. Italo Valenti, Chief Financial Officer, hereby declares that, pursuant to and in
accordance with Article 154-bis, paragraph 2, of Legislative Decree No. 58 of 1998, the
information contained in this press release matches the company’s documentation, books
and accounting records.
***
Unieuro S.p.A.
Unieuro S.p.A. – with a widespread network of 460 outlets throughout the country,
including direct stores (180) and affiliated stores (280), and its digital platform unieuro.it –
is now the largest omnichannel distributor of consumer electronics and household
appliances by number of outlets in Italy. Unieuro is headquartered in Forlì and has a
logistics hub in Piacenza. It has more than 3,900 employees and revenues that exceeded
€ 1.6 billion for the year ending 28 February 2017.
8
For information:
9
Summary Tables:
Income Statement
FY17 % FY16 %
10
Balance Sheet
FY17 FY16
Trade Receivables 35.2 35.4
Inventory 269.6 264.4
Trade Payables (334.5) (333.4)
Operating Working Capital (29.8) (33.6)
Current Tax Assets 8.0 8.1
Current Assets 13.9 13.9
Current Liabilities (140.3) (113.2)
Short Term Provisions (1.4) (2.6)
Net Working Capital (149.7) (127.4)
Tangible and Intangible Assets 72.6 62.7
Net Deferred Tax Assets and Liabilities 29.1 28.6
Goodw ill 151.4 151.4
Other Long Term Assets (Deposits) 2.1 2.0
Long Term Provisions including DBO (18.6) (18.0)
Other Long Term Assets and Liabilities (16.5) (16.0)
Total Invested Capital 86.9 99.4
Net financial Debt (2.0) (25.9)
Equity (85.0) (73.4)
Total Sources (86.9) (99.4)
11
Cash Flow Statement
FY17 FY16
12
Unieuro S.p.A.
Fiscal Year 2017 Results
10 May 2017
Safe Harbor Statement
This documentation has been prepared by Unieuro S.p.A. for information purposes only and for use in presentations of Unieuro's results and strategies.
This presentation is being furnished to you solely for your information and may not be reproduced or redistributed to any other person or legal entity.
This presentation might contain certain forward looking statements that reflect the Company’s management’s current views with respect to future events and financial and operational performance
of the Company and its subsidiaries.
Statements contained in this presentation, particularly regarding any possible or assumed future performance of Unieuro S.p.A., are or may be forward-looking statements based on Unieuro
S.p.A.’s current expectations and projections about future events, and in this respect may involve some risks and uncertainties. Because these forward-looking statements are subject to risks and
uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond
the ability of Unieuro S.p.A. to control or estimate.
You are cautioned not to place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this presentation. Unieuro S.p.A. does not undertake any
obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation.
Any reference to past performance or trends or activities of Unieuro S.p.A. shall not be taken as a representation or indication that such performance, trends or activities will continue in the
future.
This presentation has to be accompanied by a verbal explanation. A simple reading of this presentation without the appropriate verbal explanation could give rise to a partial or incorrect
understanding.
This presentation is of purely informational and does not constitute an offer to sell or the solicitation of an offer to buy Unieuro’s securities, nor shall the document form the basis of or be relied on
in connection with any contract or investment decision relating thereto, or constitute a recommendation regarding the securities of Unieuro.
Unieuro’s securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Due to rounding, numbers presented throughout this presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Italo Valenti, the manager in charge of preparing the corporate accounting documents, declares that, pursuant to art.154-bis, paragraph 2, of the Legislative Decree no. 58 of February 24, 1998,
the accounting information contained herein correspond to document results, books and accounting records.
2
Agenda
• Highlights
• Sales Breakdown
• Focus on Acquisitions
• Financials
• Closing Remarks
3
Highlights
• Strong sales growth, leading to double digit Adj. EBITDA growth
• Record Adj. Net income, up by 41%
• Net debt basically zeroed
• Development of a new CRM in support of Customer Insight and store digitalization, through WiFi
and Facebook projects for each store
4
Agenda
• Highlights
• Sales Breakdown
• Focus on Acquisitions
• Financials
• Closing Remarks
5
Market Scenario
78.8%
Market YoY% Unieuro YoY%
Total market
Unieuro
14.8 bln 15.1 bln
Unieuro online
Online Online
+23% +42.1% 49.8%
35.4%
Offline Offline
0% +3.4%
17.3%
11.2%
4.7% 6.7%
-0.2% 3.1% 3.5%
1.0% 0.1%
Notes: (1) Unieuro's growth per product category and single channel only concerns the Consumer segment net of Services, products outside the scope of consumer electronics, and includes Travel sales
Strategic Goals
Continue the profitable growth of the business by increasing market share in trending product categories (MDA, SDA, Telecom),
VISION focusing on the customer centrality and omnichannel opportunities
STRATEGIC
PILLAR
Proximity Experience Retail Mix
Supply Chain
7
Proximity
8
Experience
Keep the attractiveness of stores high through Ensure maximum Website Usability by Enhancement of Customer Insight to maximize
structural actions, such as refurbishments, optimizing mobile opportunities through total engagement opportunities (frequency, average
relocations and layouts optimization to ensure restyling of the website (UX) and launch of new ticket, profitability)
the best customer experience: mobile APP:
9
Retail Mix
10
Notes: (1) Source: internal survey on service quality
Enabler
- Over 50k sqm - Top-of-Mind Brand: +1bp - Exclusive agreement with Vestel Group for the
- Over 77% of volumes passing through the - Total Awareness consolidation marketing of the Hitachi brand in Italy
Piacenza hub - Consolidation of leadership in total ADV
- Over 13k daily pickings - Market leader in terms of sales performance of
awareness compared to competitors
product innovations launched by brands (i.e. LG
- 89% of stores within 600 km from Piacenza - 47% of spontaneous memory reached by the Oled, Samsung AddWash, Samsung S7)
- Agreement signed to double the Piacenza hub slogan "Batte, Forte, Sempre"
capacity, thus consolidating relations with
suppliers and increasing service level in all
channels
11
Agenda
• Highlights
• Sales Breakdown
• Focus on Acquisitions
• Financials
• Closing Remarks
12
Sales Breakdown YoY change
13
Agenda
• Highlights
• Sales Breakdown
• Focus on Acquisitions
• Financials
• Closing Remarks
14
Offline External Growth: Expansion In Central Italy
21 stores acquired from Andreoli Sp.A.
Viterbo
• 21 direct stores in Southern Lazio, Abruzzo and Molise currently operated Pescara
under the Euronics brand
• From 1,200 to 1,500 sqm, inside shopping malls
• FY 2015 sales of approx. €94m, with a positive profitability Rome
• Over 300 headcounts
15
Online External Growth:
Overview of Monclick S.r.l. FY 2016 sales (€m)
• One of the leading Italian e-commerce platforms specialised in the sale of
consumer electronics products FY 2017 55 44 99
+28%
• Two separated business lines: FY 2016 44 33 77
• “Standard” online B2C consumer electronics business with
customers primarily in Italy (www.monclick.it) B2C B2B2C
• Leveraging the existing platform to extract synergies (procurement, logistics, IT and G&A)
Strategic • Deepening penetration of the online channel, almost doubling online total sales
Rationale • Entering the B2B2C segment, totally new for Unieuro
• Leveraging Monclick positioning to introduce a Marketplace platform
16
Agenda
• Highlights
• Sales Breakdown
• Focus on Acquisitions
• Financials
• Closing Remarks
17
Key Financials
Sales (€m) LFL growth1 Net Financial Debt (€m) Leverage
Adj. EBITDA (€m) EBITDA margin Adj. Levered Free Cash Flow (€m)
FY 2017 65.4 3.9% FY 2017 39.7
+10.5% +19.1%
FY 2016 59.1 3.8% FY 2016 33.3
• Significant increase in Adj. EBITDA, up 10.5% to 65.4 €m, driven by: • Adj Levered FCF improvement of 19.1% with a cash conversion rate at
• Sales increase 60.6% vs. 56.3% in prior year
• Strict control of operating costs • Net Working Capital careful management
• Lower taxes
Adj. Net Income (€m) Net Income margin Net Working Capital (€m)
FY 2017 36.3 2.2% (149.7) FY 2017
+41.3% +17.5%
FY 2016 25.7 1.7% (127.4) FY 2016
• Outstanding operating performance coupled with significant financial and • 22 €m generated in FY 2017 vs. 18 €m in prior year, mainly related to Other
fiscal management results Items (Extended Warranties accruals)
18
Notes: Unieuro Fiscal Year ends on 28 February.
(1) LFL sales include DOS and “Click & Collect” sales
FY 2017 Key Operational Data
Unieuro’s Retail Network Total Retail Area (sqm DOS only) Sales density
(€/sqm)
FY 2017 180 +2 -3 169 • SQM reduction in line with strategy, focusing on smaller stores
• Sales density increase led by:
FY 2016 181 • best practice diffusion
+4 -3 171
• increase in Click&Collect sales
Workforce (FTEs)
FY 2017 3,395
• DOS in line with prior year with continuous refurbishments (17) and
relocations (4) FY 2016 3,389
• Continuous strong rationalization of affiliates network
• Pick-up points: up 38% to 381 (83% of total stores)
• Stable workforce notwithstanding sales increase, driven by higher
operational efficiency
19
Notes: Unieuro Fiscal Year ends on 28 February.
Adjusted EBITDA Walk
a Increase in Gross Profit mainly driven by
volume effect related to the general increase in
sales partially off-set by channel and product mix
effect
b
b
c Efficiency in Rental Costs underpinned by
a further contract renegotiation activity
d
2.1 3.0 e
f
2.8
c Increase in Personnel Costs mainly driven by
10.7 2.2 1.4 collective agreement and reinforcement of the
organization; strong reduction in incidence on
sales to 7.9% from 8.3% in prior year
20
Notes: Unieuro Fiscal Year ends on 28 February.
Adjusted Net Income Walk
a
Increase in adjusted EBITDA
underpinned by growing sales coupled
with ongoing costs optimization
d
1.2
c
b 3.8
a 1.0 b
0.8 36.3
Decrease in D&A due to lower store-
related write-offs
6.2
25.7
c Net interests efficiency mainly driven by
careful financial management and lower
interest rates; partial reimbursement of
term loans and total reimbursement of
shareholder loan
Adj. Net Income Adj. EBITDA D&A Net Interests Taxes Fiscal impact of non- Adj. Net Income
FY16 recurring items FY17
d
Positive contribution from taxes mostly
due to accrual of deferred tax assets on
Net Operating Losses
P&L line items adjusted for non-recurring costs and business model change
21
Notes: Unieuro Fiscal Year ends on 28 February.
Financial Overview
Net Financial Position Walk (€m) 3.9
27.9 38.1
0.0
4.9
25.9
22.3
0.3 2.0
Net Debt FY16 Net Interests Taxes Paid Capex Dividend Reported Change in NWC Other Net Debt FY17
EBITDA
22
Notes: Unieuro Fiscal Year ends on 28 February.
Adjusted Levered Free Cash Flow Walk
5.4
1.1
17.6
39.7
0.8
3.9
24.0
Δ Net Financial Position Dividends Other P&L non-recurring items Adjustment for non-cash Fiscal Impact of non- Adjusted levered free cash
non-recurring items recurring items flow
• P&L non recurring items mostly related to IPO, stock options and pre-opening
• Adjustments for non cash non recurring items mostly related to stock options
23
Notes: Unieuro Fiscal Year ends on 28 February.
Agenda
• Highlights
• Sales Breakdown
• Focus on Acquisitions
• Financials
• Closing Remarks
24
Closing Remarks
• Unieuro as the only omnichannel consolidator in the Italian consumer electronics market,
through organic growth (outperforming the market, +5.5%1 vs. 2.1%) and M&A operations
• Customer Centrality at the heart of the business model, starting with CRM building
• Voice of Customer as a pillar of decision-making and customer touchpoints
continuous improvement process
• Further value creation thanks to cash generation, future tax savings and debt reimboursment
• Dividend policy confirmed: 50% of Adjusted Net Income
25
Notes: Consumer segment only
Annex
26
Non-IFRS and Other Performance Measures
This presentation contains certain items as part of the financial disclosure which are not defined under IFRS. Accordingly, these items do not have standardized meanings and may not be directly
comparable to similarly-titled items adopted by other entities.
Unieuro Management has identified a number of “Alternative Performance Indicators” (“APIs”). These APIs are (i) derived from historical results of Unieuro S.p.A. and are not intended to be
indicative of future performance, (ii) non-IFRS financial measures and, although derived from the Financial Statements, are unaudited and (iii) are not an alternative to financial measures
prepared in accordance with IFRS.
The APIs presented herein are Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income (loss) for the year, Adjusted levered free cash flow, Cash conversion index, Net financial debt,
Net financial debt to Adjusted EBITDA ratio, Leverage ratio.
In addition, this presentation includes certain measures that have been adjusted by us to present operating and financial performance net of any non-recurring events and non-core events. The
adjusted indicators are: Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income (loss) for the year, Adjusted levered free cash flow and Net financial debt to Adjusted EBITDA ratio.
In order to facilitate the understanding of our financial position and financial performance, this presentation contains other performance measures, such as Net working capital.
These measures are not indicative of our historical operating results, nor are they meant to be predictive of future results.
These measures are used by our management to monitor the underlying performance of our business and operations. Similarly entitled non-IFRS financial measures reported by other companies
may not be calculated in an identical manner, consequently our measures may not be consistent with similar measures used by other companies. Therefore, investors should not place undue
reliance on this data.
27
Profit & Loss
FY17 % FY16 %
28
Profit & Loss Adjustments by P&L Line
29
Balance Sheet
(1) Current Tax Assets: Includes Current Tax Assets and Fiscal Consolidation Receivables
FY17 FY16
Trade Receivables 35.2 35.4
(2) Current Assets: Includes mainly Accrued Income related to rental costs, etc
Inventory 269.6 264.4
Trade Payables (334.5) (333.4)
(3) Current Liabilities
Operating Working Capital (29.8) (33.6)
FY17 FY16
Current Tax Assets (1) 8.0 8.1
Accrued expenses (mainly Extended Warranties) (88.7) (71.1)
Current Assets (2) 13.9 13.9 Personnel debt (28.2) (27.0)
Current Liabilities (3) (140.3) (113.2) VAT debt (15.7) (8.5)
Short Term Provisions (1.4) (2.6) Other (7.7) (6.6)
Net Working Capital (149.7) (127.4) Current Liabilities (140.3) (113.2)
Tangible and Intangible Assets 72.6 62.7
Net Deferred Tax Assets and Liabilities 29.1 28.6 (4) Other Long Term Assets and Liabilities
Goodwill 151.4 151.4 FY17 FY16
Deposits 2.1 2.0
Other Long Term Assets and Liabilities (4) (16.5) (16.0)
Deferred Benefit Obligation (TFR) (9.8) (10.2)
Total Invested Capital 86.9 99.4 Long Term Provision for Risks (7.2) (7.0)
Net financial Debt (2.0) (25.9) Store Loss Provision (0.6) (0.5)
Equity (85.0) (73.4) Other Provision (1.0) (0.3)
Total S ources (86.9) (99.4) Other Long Term Assets and Liabilities (16.5) (16.0)
30
Cash Flow Statement
FY17 FY16
31
EBITDA To Adjusted EBITDA Reconciliation
32
Net Income To Adjusted Net Income Reconciliation
33
Levered FCF To Adjusted Levered FCF Reconciliation
FY17 FY16
34
Net Financial Position
FY17 FY16
35
INVESTOR CONTACTS
Italo Valenti
CFO & Investor Relations Officer
Andrea Moretti
Investor Relations Manager
+39 335 5301205
amoretti@unieuro.com
36
Annual Financial
Report
as at 28 February 2019
Annual Financial
Report
as at 28 February 2019
LEADERSHIP
IN PROGRESS
These pages tell a story of success through
evolution, that of Unieuro.
Unieuro at a glance
Corporate Bodies 10
Highlights 14
Values 20
History 24
Investor Relations 30
Annual Financial Report as at 28 February 2019 4 - 5
Director’s Report 35
I like to remember that when, back in 2005, our growth path was first embarked
on, what was at the time Sgm Distribuzione posted turnover of around 300 million
euros, with twenty or so stores and a handful of franchisees. Territorial coverage
was limited to just a few regions in the central-north and we adhered to a purchasing
group, whose trademark we used. Our business was one of many, in a hyper-
fragmented market where the presence of e-commerce was basically symbolic.
Since then, fourteen years have passed, during which time the company has grown
relentlessly and regardless of the oscillations seen in the macroeconomic context,
thanks to the strength of a unique business model, the passion of our people and
a constant focus on external growth, marked by countless new store openings and
supported by a total of twelve acquisitions, the most important of which, in 2013,
transformed the company into the Unieuro it is today.
Crowning this route of growth and success, it gives me great satisfaction to submit
to you, on behalf of the Board of Directors and the whole of the management team,
this Group Annual Financial Report, which, for the first time ever, assigns Unieuro
the well-earned market leadership position: no longer purely in terms of the number
of sales outlets and profitability, but also turnover volumes, with revenues growing
by 12.3% up to 2.1 billion euros.
Unieuro has thus become Italy’s largest retailer of consumer electronics and
household electrical appliances, a role that is set to be further consolidated this
year, thanks to the full effect of recent acquisitions - including, first and foremost,
the twelve ex-Expert Sicilian stores, operative starting March 2019 - and the launch
into the segment of Large Retail, by means of the innovative partnership with the
Finiper Group.
Once again, cash generation was excellent, with Adjusted Levered Free Cash Flow
of 68.7 million euros and able to finance investments - first and foremost the new
104 thousand square metre logistics platform opened in October in Piacenza - and
to distribute dividends and generate a significant surplus, which is reflected in a Net
Financial Position that is positive for 20.5 million euros at the end of the year.
These are results of which we are very proud indeed and that allow us, for the third
year running, to propose to the Shareholders’ Meeting that a dividend be paid, the
amount of which - in line with the current Dividend Policy - is up on that paid out
two years previous: 1.07 euros per share, making it a coupon return amongst the
highest of all listed companies in Italy.
Two years on from its April 2017 launch on the stock exchange, Unieuro has,
moreover, shown that it is well able and wishes to maintain the commitments
made to investors: from market consolidation to omnichannel investments, growth
in new business segments and rigid cost control, maximisation of cash flow and
remuneration of capital; the action taken has helped assure the credibility on which
all lasting success stories must be built.
This year, our commitment will be even stronger and focus as a priority on the
integration of the new Sicilian stores within the Unieuro network, in respect of the
business culture and values that have decreed the success of the sales outlets
purchased to date. We will also continue to monitor the market, in search of
new opportunities for growth and consolidation in the areas in which territorial
coverage is as yet insufficient, with a close eye on how the Large Retail segment
evolves. Above all, however, we will be concentrating on the business structures
and processes, with a view to strengthening them and adapting them to the
considerable dimensions now reached.
OUR TURNOVER
At 2.1 billion euros, Unieuro has become the sector leader
in terms of total revenues.
CORPORATE BODIES
BOARD OF DIRECTORS
SUPERVISORY BODY
OUR STORES
At 512 stores, Unieuro boasts the most capillary
network in the country.
HIGHLIGHTS
Product categories
2018/19 2,104.5
+12.3%
2017/18 1,873.8
237 275
Direct Operated Stores Affiliated Stores
At a glance 14 - 15
Founded in the late 1930s by Vittorio Silvestrini, Unieuro S.p.A. today leads the
distribution of consumer electronics and household appliances in Italy, with a distinctive,
very centralised business model and an omnichannel approach.
1937
2018/19 73.6
+6.7%
2017/18 68.9
2018/19 42.7
+8.3%
2017/18 39.4
20.5
0
2018/19
0
+25 €m
2017/18
-4.5
2018/19 68.7
+3%
2017/18 66.7
At a glance 16 - 17
2018/19 -234.6
+14.2%
2017/18 -205.4
VISION
MISSION
Bruna Olivieri
Chief Omni-Channel Officer
OUR E-COMMERCE
At 245 million euros, Unieuro’s digital platforms
generate a leader turnover.
VALUES
We really put people at the heart of things.
PASSION PROXIMITY
1.8
million
of active
UnieuroCLUB customers
99% 4,708
Brand Awareness Employees
At a glance 20 - 21
EXPERIENCE COMMITMENT
RESPONSIBILITY
Italo Valenti
Chief Financial Officer
OUR PROFITABILITY
Unieuro’s Adjusted Ebitda is 3.5% of revenues,
top of the sector.
HISTORY
Unieuro’s roots are based in the entrepreneurial history of the Silvestrini family, who, over
the course of the decades, has successfully assured gradual business growth, through
to the entrance of the private equity operator, Rhône Capital. Since then, the Company
has launched a path of external and internal growth which led to it reaching a national
leadership position.
The foundation
Vittorio Silvestrini opened the first store in Brisighella (Ravenna)
30’s - 50’s for the retail sales of gas ovens, wood-fired stoves, radios and
sewing machines. In 1958, the first retail and wholesale point
of sale was launched.
Consolidation
2000 S.G.M. Distribuzione S.r.l. joined Expert Italy S.p.A. Consortile,
- in a short time becoming one of the main members in
2001 terms of sale volumes. In 2001, the physical stores in
the chain, flaunting the Marco Polo-Expert brand, were
supported by e-commerce activity through the launch of
marcopoloshop.it, the website in Italy that pioneered the
omnichannel approach thanks to the in-store pick up service.
External growth
2007 S.G.M. Distribuzione signed a series of strategic acquisitions
- from several important players, which led to the chain
2012 quadrupling the number of points of sale managed directly,
going from 21 in 2006 to 81 in 2013.
Dimensional growth
In July, Unieuro announced the acquisition of a business unit
2018 from DPS Group S.r.l. in bankruptcy (“DPS”), composed of 8
former Trony stores located in the provinces of Milan, Imperia,
Padua, Potenza and Taranto. These included the Milan-based
flagship store at Milano San Babila. In October, new selective
growth actions took place, including the acquisition of 5 stores
from Galimberti/Euronics, thereby strengthening Unieuro in
the north-east.
Landing in Sicily
The second largest acquisition in the history of Unieuro
regarded 12 Sicilian stores belonging to Pistone S.p.A., one
of the most important member of the Expert buying group
operating in Italy. The transaction, which was announced in
January and finalised in March, marked Unieuro’s expansion
into Sicily, a densely populated region that was not yet
efficiently covered.
Market leadership
Already boasting the most extensive sales network, with the closure
of FY 2018/2019, Unieuro also achieved a leadership position in
terms of revenues, becoming to all intents and purposes the overall
leader in the distribution of consumer electronics and household
appliances in Italy.
We have guided the consolidation
process in the sector in Italy, reaching
the peak. We have been able
to assimilate and integrate multiple
company cultures and our innate
inclination to dialogue has allowed
us to grow, keeping our desire
to look beyond in order to obtain
the maximum alive. In this too
we are unique.
Andrea Scozzoli
Chief Development Officer
OUR STRATEGY
Thanks to 12 acquisitions over 12 years, Unieuro
is the indisputable consolidator in the Italian market.
Investor Relations
Main data as at 28 February 2019
SHARE PERFORMANCE
20
18
16
14
12
10
0
01. MAR. 2018
APR. 2018
MAY 2018
JUNE 2018
JULY 2018
AUG. 2018
SEPT. 2018
OCT. 2018
NOV. 2018
DEC. 2018
JAN. 2019
OWNERSHIP STRUCTURE
Shareholder
Amundi A.M.1 5%
Source: Consob
1
1. Introduction 38
2. Procedural note 40
3. Accounting policies 41
a. Local presence 46
c. Retail Mix 47
6. Market performance 49
9. Performance of Unieuro 71
Director’s Report 36 - 37
11. Investments 74
17. The main risks and uncertainties to which the Group is exposed 88
The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned
by Unieuro, is a company under Italian law with its registered office in Vimercate at Via
Energy Park 22, which sells online I.T., electronic, telephone products and appliances in
Italy through its website www.monclick.it, offering a catalogue with over 70,000 items
and guaranteeing a comprehensive purchasing experience completed through the home
delivery and installation of the chosen product. It also operates in the segment known as
B2B2C, where the customers are operators which need to purchase electronic products
to distribute to their regular customers or employees to accumulate points or participate
in competitions or incentive plans.
The Group's mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.
Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.
On the basis of information available as at the date of the Annual Financial Report,
Unieuro's major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics
Holdings S.à.r.l.1 (accounting for the funds managed by Rhone Capital) with 33.8% and
Alfa S.r.l. 1 (Dixons Carphone plc) with 7.2%. Some shareholders that can be traced to the
Silvestrini family2 hold 5.1%, the asset management company Amundi Asset Management1
has 5% of the capital of Unieuro, and, finally, some top managers of Unieuro2 jointly hold
1.8%.
1
Source: Consob, relevant shareholders Unieuro S.p.A..
2
Source: re-processing of the results of the register of shareholders as at 12 June 2018.
Director’s Report 38 - 39
Please note that 28 November 2018 marked an end to the Shareholder Agreement
regarding Unieuro S.p.A., as stipulated on 10 December 2016, as subsequently amended,
by and between Italian Electronics Holdings S.à.r.l., Alfa S.r.l., Alexander S.r.l., Victor S.r.l,
GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest S.r.l. and Theta S.r.l., with reference
to the shares held in the Company’s share capital. On 09 January 2019, the agreeing
shareholders agreed to confirm some of the provisions of said shareholder agreement
through the stipulation of a new shareholder agreement, which ended on 31 January 2019.
As at the date of the Annual Financial Report, Italian Electronics Holding S. à r.l., in light of
the current shareholding structure it is therefore the relative majority shareholder.
2. PROCEDURAL NOTE
Below in this Directors’ Report on operations is information on consolidated revenues,
consolidated profitability and balance sheet and cash flows of the Unieuro Group as
at 28 February 2019 compared with the figures of the previous financial year ended 28
February 2018.
Unless otherwise indicated, all amounts are stated in millions of Euros. Amounts and
percentages were calculated on amounts in thousands of Euros and, thus, any differences
found in certain tables are due to rounding.
Director’s Report 40 - 41
3. ACCOUNTING POLICIES
This Annual Financial Report as at 28 February 2019 was prepared in compliance with
the provisions of Article 154 ter, paragraph 5 of Legislative Decree 58/98 - the T.U.F. - as
subsequently amended and supplemented in compliance with Article 2.2.3 of the Stock
Exchange Regulations.
The accounting standards used by the Group are the International Financial Reporting
Standards endorsed by the European Union (“IFRS”) and the application of Legislative
Decree 38/2005 and other CONSOB provisions on financial statements, in accordance
with the amortized cost criterion (with the exception of derivative financial instruments
valued at current value) as well as the assumption of business continuity.
The accounting standards and criteria adopted are the same as applied in previous years,
with the exception of the new standards and/or supplements. The Group applied IFRS
15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been
restated, namely they are presented in accordance with IAS 18, IAS 11 and the related
interpretations. The other new standards which came into force from 1 March 2018 have
not had a significant effect on the Group's Consolidated Financial Statements. For more
details, please refer to Note 2.7.1 Changes to the accounting standards of the Consolidated
financial statements as at 28 February 2019.
To facilitate the understanding of the Group’s economic and financial progress, some
Alternative Performance Indicators (“APIs”) are indicated. For a correct interpretation
of the APIs, note the following: (i) these indicators are constructed exclusively from
the Group’s historical data and are not indicative of future trends, (ii) the APIs are not
provided for by the IFRS and, despite being derived from the consolidated financial
statements are not subject to audit, (iii) the APIs should not be regarded as substitutes
for the indicators provided for in the International Financial Reporting Standards (IFRS),
(iv) the interpretation of these APIs should be carried out together with that of the
Group’s financial information drawn from the Consolidated Financial Statements; (v)
the definitions and criteria adopted for the determination of the indicators used by the
Group, since they do not derive from the reference accounting standards, may not be
homogeneous with those adopted by other companies or groups and, therefore, may not
be comparable with those potentially presented by such entities, and (vi) the APIs used by
the Group are prepared with continuity and homogeneity of definition and representation
for all the financial years for which information is included in the Consolidated Financial
Statements.
The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for
the period, net working capital, adjusted levered free cash flow, net financial debt and net
financial debt/adjusted EBITDA) have not been identified as IFRS accounting measures,
and thus, as noted above, they must not be considered as alternative measures to those
provided in the Group's consolidated financial statements to assess their operating
performance and related financial position.
Certain indicators are referred to as “Adjusted”, to represent the Group’s management and
financial performance, net of non-recurring events, non-characteristic events and events
related to extraordinary transactions, as identified by Group. The Adjusted indicators shown
consist of: Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Consolidated
Adjusted profit (loss) for the year, Consolidated Adjusted Levered Free Cash Flow and Net
financial debt/Consolidated Adjusted EBITDA. These indicators reflect the main operating
and financial measures adjusted for non-recurring income and expenses that are not strictly
related to the core business and operations, and for the effect from the change in the business
model for extended warranty services (as more fully described below in the API “Consolidated
Adjusted EBITDA”), and thus, they make it possible to analyse the Group’s performance in a
more standardised manner in the periods reported in the Interim Directors' Report.
Year ended
Operating indicators
Cash flows
3
Adjusted indicators are not identified as accounting measures in the IFRS, and thus should not be considered as
alternative measures for assessing the Group’s results. Since the composition of these indicators is not governed by
established accounting standards, the calculation criterion applied by the Group might not be the same as that used by
other companies or with any criterion the Group might use or create in the future, which therefore will not be comparable.
4
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they are
presented in accordance with IAS 18, IAS 11 and the related interpretations. For more details, please refer to Note
2.7.1 Changes to the accounting standards of the Consolidated financial statements as at 28 February 2019.
5
Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income) and (ii)
the impact from the adjustment of revenues for extended warranty services net of related estimated future costs
to provide the assistance service, as a result of the change in the business model for directly managed assistance
services. See paragraph 7.2 for additional details.
6
The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
7
The Adjusted Consolidated Result for the year is calculated as the Consolidated Profit (Loss) for the year
adjusted by (i) the adjustments incorporated in the Consolidated Adjusted EBITDA, (ii) the adjustments of the
non-recurring depreciation, amortisation and write downs, (iii) the adjustments of the non-recurring financial
expenses/(income) and (iv) the theoretical tax impact of these adjustments.
8
In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA indicator
the Adjusted Consolidated EBITDA figure for the last twelve months was taken into consideration.
9
Consolidated adjusted levered free cash flow is defined as cash flow generated/absorbed by operating activities
net of investment activities adjusted for non-recurring investments and other non-recurring operating flows and
including adjustments for non-recurring expenses (income) and net of their non-cash component and the related
tax impact. See paragraph 7.5 for additional details.
Director’s Report 42 - 43
Year ended
Total area of direct points of sale (in square metres) about 345,000 about 333,000
10
Like growth in revenues: method of comparison of sales for the year ended 28 February 2019 with those
of the year ended as at 28 February 2018 on the basis of a homogeneous business scope, given by the
retail and travel stores that have been operational for at least an entire financial year at the closing date of
the reference period, net of the sales outlets that had experienced significant operative discontinuity (e.g.
temporary closures and major refurbishments) as well as the entire on-line channel. In order to provide
a clearer representation, the method for calculating like-for-like KPIs was recalculated, starting from the
Consolidated Interim Financial Report as at 31 August 2018, based on the methodology adopted by the
main reference market players.
11
Physical pick-up points for customer orders using the online channel.
12
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area
devoted to sales in all direct points of sale.
13
Average annual number of full-time-equivalent employees.
4. PROFILE OF THE
UNIEURO GROUP
The Unieuro Group (hereinafter also referred to as the “Group” or “Unieuro” or “UE”) is a
leader in the distribution of consumer electronics and electrical household appliances in
Italy, considering the revenues booked for 2.1 billion euros in the financial year ended on
28 February 2019. It was established following the acquisition by Unieuro S.p.A. of the
entire share capital of Monclick S.r.l., consolidated from 1 June 2017.
Unieuro S.p.A. (hereinafter also referred to as the “Company”), with registered office in
Forlì, was established in the late 1930s by Vittorio Silvetrini and operates as an integrated
omnichannel distributor in four main product categories: Grey (telephone systems,
computers and related accessories), White (large and small appliances and climate
control), Brown (televisions, audio devices and memory storage systems), Other Products
(consoles, video games, bicycles) and Services offering parallel ancillary services such as
delivery and installation, extended warranties and consumer financing.
Monclick S.r.l. (hereinafter also “Monclick”), with registered office in Vimercate (MB) sells
IT, electronic and telephone system products and appliances online in Italy through its
website www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing
a comprehensive purchasing experience, completed through the home delivery and
installation of the chosen product. Through the segment known as Business to Business
to Consumer (B2B2C), Monclick also operates in the segment dedicated to operators
which need to purchase electronic products to distribute to their regular customers or
employees to accumulate points or participate in competitions or incentive plans.
The Group's mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.
14
Including the travel channel, comprising directly operated stores at the main public transport hubs, such as
airports, railway and underground train stations.
15
Including the Unieuro shop-in-shops by Iper, through which, in 2018, Unieuro launched into the Large Retail
segment.
Director’s Report 44 - 45
Unieuro S.p.A. operates using the same name brand, which was adopted in 2014 and
revitalised with a new graphic identity and new positioning and which reached a 99%
brand awareness level also thanks to the unique and memorable pay-off, “Batte. Forte.
Sempre”.
Since April 2017, Unieuro's shares have been listed on the STAR segment of the Milan
Stock Exchange, with a free float equal to 52% of the Company's share capital.
5. STRATEGY
AND BUSINESS MODEL
The financial year ended 28 February 2019 saw the strengthening of the Group's
Omnichannel strategy. In this year, the focus was also on the profitable growth of the
business, increasing the market share in product categories supporting market trends
and developing the key importance of customers thanks to the opportunities offered by
the Omnichannel approach.
By leveraging its unique assets, the Group is seen as a natural consumer electronics
market consolidator due in part to a process of focusing on strategic priorities, the pillars
of which still are:
• Local presence
• Maximising the customer experience
• Retail mix
a. Local presence
The Group recognises that it is witnessing a structural change in the market and shopping
habits of consumers. In fact, there is a paradigm shift going on in the market: the Internet
enhances customer awareness in terms of product knowledge, opens new opportunities
for streamlining the process of obtaining information and the shopping process, and it
is actually changing the relationship between customers and manufacturers, but also
between customers and retailers.
The purpose of the process of developing a network of direct and indirect points of sale
is to achieve market penetration in areas currently not covered and also to enhance the
brand's image, including through the development of differentiated formats that promote
the aspect of providing local stores.
A structured process of gathering feedback from customers is used to set the direction of
change and optimise the various touchpoints. Through the establishment of new customer
satisfaction and data analysis metrics, customers are driving the ongoing improvement
process and positioning the company as a leader in the customer experience in the retail
segment.
In this context, the Unieuro Group has developed a scalable layout of its point of sale that
can be adapted to various available structures (from a nearby store to a megastore) and
that facilitates the path followed by the customer in the store giving him/her easy access
to key products and creating areas to handle products in order to compare them.
The Unieuro Group’s commitment to spread this efficient and unique layout is also
reflected in the work programme for stores that each year includes the remodelling and
relocation of its points of sale to maintain their popularity.
Points of sale have taken on a new role with a high emphasis on testing activities, and
they have become a place where the vertical product skills of the sales staff can be
leveraged to provide purchase recommendations.
The process of developing the e-commerce division has in fact leveraged the concept of
a flexible approach to using media and various touchpoints involving the affirmation of
several devices in the process of searching for information and closing the purchase. The
restructuring of the communications strategy involving the revamped site and the new
App made it possible to optimise sales performance.
The strong trust built with its customer base is reflected in the high number of members
in the UnieuroClub loyalty programme, which has also made it possible to support the
personalisation of the strategy to sign up customers.
c. Retail mix
The Unieuro Group is able to offer its customers a broad range of appliances and
consumer electronics goods and is one of the leading operators with points of sale in
terms of the breadth and completeness of products offered to customers. The proven
experience in buying processes together with a natural market concentration process
also made it possible during the year to enhance procurement planning procedures,
adopt a supplier selection process and implement the necessary controls to ensure the
ongoing verification of product performance and the service offered. On the one hand,
this has made it possible to strengthen the long-term relationship with vendors, who see
the Group as a reliable strategic partner capable of marketing their products and on the
other hand to:
The diversification of the distribution structure and the business model as a function
of the customer base (direct or indirect point of sale, local stores or megastores) is
also emphasized by diversifying assortment. The product range is specialised on the
basis of the store structure; for example, travel points of sale have a greater focus on
telephone systems and accessories. Over the years, Unieuro has been able to select a
mix of points of sale suited to its various customer bases, and it will continue to carefully
select distribution structures, and from time to time will assess the distribution structure
most suitable for specific locations.
Director’s Report 48 - 49
6. MARKET PERFORMANCE16
Recent years have featured profound transformation processes - both at an economic
and social level - which have had a strong impact on the structure of demand and supply
of consumer goods markets in Italy. New consumer processes are in contrast to the
new distribution paradigms altering not only the role of the consumer but also their
relationship with brands and retailers.
Changes above all involved the durable goods sector, specifically the consumer electronics
and household appliances segment. The consumer is increasingly aware, attentive,
selective, informed and consent, meaning that the on-line audience, in January 2019, the
online audience comprised 42 million one-time users, reaching a share of around 70.2%
of the Italian population from age 2 upwards17. On an average day 64.7% of Italians (aged
18-74) browsed on smartphones, 18.9% (+2 years) on PCs and 10.7% on tablets (18-74
years)17.
The mobile channel is the means that demonstrates the pervasiveness of the Internet in
the lives of Italians. Experienced as a unique instrument for browsing, it makes it possible
to enjoy contents and create them at the same time, to obtain information and provide
information on products and services, to create new touchpoints to be influenced by and
influencing them at the same time.
It is the complexity and diversity of customer journeys that induce a radical change in the
structure of supply as well. E-commerce which is increasingly directed at physical products
rather than services, touches all commodity categories from publishing to clothing, from
furniture to food and grocery through to consumer electronics. Mobile commerce has
grown the most (+40%18) while regular web shoppers generate turnover equal to 92%18 of
overall internet traffic. Supply and Distribution channels of goods and services therefore
evolve directed towards substance, transparency and integration between physical and
online channels to be able to offer an omnichannel, customer centric experience. The
ideal journey of a customer towards a product or a service is made up of contamination
and addresses multiple suggestions in which the contact channels are integrated and
react to a customer who these days is always on.
16
The data relating to the market were prepared by the Group management based on data available as of 28
February 2019.
17
Source: Audiweb data January 2019.
18
Source: Politecnico Osservatorio E-Commerce B2C.
The fragmented nature of the purchasing process is reflected in the structure of operators
in both supply sectors (on- and off-line). If on-line sales are concentrated on the top
20 merchants (retailers and pure online players) which handle 72% of online sales18 , in
the off-line sector small operators (electrical specialists) are penalised and Purchasing
Groups whose shareholders suffer the reduced entrepreneurial size the prevents them
from withstanding the competitiveness of the sector and taking full advantage of the
opportunities of the multichannel system. Therefore it is the big businesses that continue
to dominate the field of consumer electronics through the integration of processes and
the development of new customer services, in an omnichannel approach.
For the sake of completeness, below is a summary table below listing the main market
players, segmented into homogeneous categories:
CHANNEL OVERVIEW
• Multi-category retailers, large volumes
• Consumer electronics products not necessarily core business
MASS RETAILERS
• Hypermarkets, supermarkets, other mass market retailers,
multi-categories stores, Internet “pure players”
• Consumer electronics are core business
• Large store format (average size > 800sqm, sales per store
TECH SUPERSTORES
> €2.5 m)
• Mostly large consumer electronics retail chains
• Consumer electronics are core business
• Small store format
ELECTRICAL SPECIALISTS
• Mostly independent local players, sometimes affiliated
to consumer electronics retail chains or to buying groups
• Focused on telecommunication products
TELECOM SPECIALISTS • Large majority offer products associated
with telecommunication services
• Mostly IT specialists; additional categories relate
to entertainment and photography specialists
OTHER SPECIALISTS
• Small store formats, tipically in city centres
• Players focused on a single or few categories only
FY 2018/19 closed with growth of +3.0% in the consumer market. It was the online sector
that led performance with growth of +18.8% thereby bringing its incidence to around
14.8% (up 2 percentage points on last year) offsetting the lesser growth recorded in
the off-line sector (+0.6%). The sector most affected by the fall in revenues (-2.9%) is
Electrical Specialists, while Tech Superstores made a positive contribution to the market
with a growth rate of +3.8%19.
As regards the trends relative to the individual product categories, we note the recovery
of White (+3.9%), mainly due to the on-line channel and, in particular, the Black Friday
effect, recovering the negative performance booked for the first half. Small (+6.1%) and
major (+4.1%) domestic appliances contributed towards the category performance.
18
Source: Politecnico Osservatorio E-Commerce B2C.
19
The data relating to the market were prepared by the Group management based on data available as of 28
February 2019.
Director’s Report 50 - 51
With regard to Brown goods, the market became essentially stable once again following
the fall recorded in the previous year (-0.5%). Televisions made the greatest contribution
to growth in the first half-year thanks to the greater penetration of high-end products
increasingly larger in terms of screen size. The online sector was particularly lively.
For Grey goods (+3.4%) it was the telephone systems sector that was the major
contributor to growth. This was mainly attributable to the results of smartphones which
led the performance of the entire sector positioning itself in the medium-high price range.
In IT, the segment grows by +2.5% on last year, thanks to the performance of the on-line
segment.
Telephone systems was confirmed as the main sector in terms of importance with a value
trend exceeding +4.8%. The main producers of telephone systems, taking advantage
of demand for smartphones which was essentially inelastic, focused increasingly on
launching high-end models with a positive effect on the average market price. Also note
the increase in e-commerce penetration where a volume effect was also recorded over
the total value of the Telecom market.
Despite the great uncertainty seen once again, the Unieuro Group has successfully
expressed its strength in all supply segments and redefined the competitive arena of the
market, thereby achieving a leadership position, not only in terms of the number of sales
outlets and profitability, but also in respect of business volumes.
The exceptional result achieved during the period is due not only to sales that outperformed
average market growth rates on both channels - both on-line and off-line - but also
thanks to the Group’s focus on the strategic pillars of the business plan:
• expansion of the sales network through organic growth and external lines, for a positive
net balance of 12 new stores with respect to 28 February 2018;
• the launch into new market segments, in particular Large Retail, thanks to the partnership
stipulated with Finiper for the opening of Unieuro shops-in-shops by Iper, which has
strengthened the network with 14 new franchised stores;
• the continuation of investment projects in crucial areas, including logistics (as shown
by the 12 October 2018 opening of the new central Piacenza hub) and the digital
transformation of the company;
• the focus on processes from an omnichannel viewpoint and on customer centrality
(NPS20 of 43, improving by three points on the same period of last year) in a mobile first
logic;
• the strengthening of its competitive positioning in the on-line segment, thanks to the
competitiveness of the Group’s e-commerce platforms.
The Net Promoter Score (NPS) is an indicator of customer experience, based on customer surveys using a
20
single question: “How likely would you recommend Unieuro to a friend or colleague?”. The assumed value of
the NPS ranges from -100 (in the case of all customers being brand detractors) to +100 (in the opposite case,
all customers are brand promoters). In view of its nature, NPS also assumes a predictive value with reference
to the future development of the business.
In the off-line channel the group recorded a performance of +11.2%, a result which is even
more significant if one takes into account the limited growth recorded on the market
(+0.6%). In the online segment, the competitive advantage deriving from the availability
of pic-up-points - the result of the omnichannel strategy adopted by Unieuro - and
constant investment in terms of new Unieuro.it platform functionalities enabled the Group
to achieve growth of +34.1%, i.e. almost double the growth rate of the market (+18.8%).
Also note the growing contribution of the mobile components, both Apps and Browsing.
Driving the over performance in both sales channels were all product categories from
White goods21 (+11.4%) to Grey goods21 (+15.4%) to Brown goods21 (+13.3%). It is in the
last sector which, in spite of competitive internet pressure, the Unieuro Group recorded
growth which went totally against market trends.
On-line, the overperformance in all categories is even more evident: White goods21 +31.7%;
Brown goods21 +19.7%, Grey goods21 +44.4%.
21
The growth figures by category and by individual channel for the Unieuro Group only involve the Consumer
segment excluding Services, B2B, Entertainment, products outside of the scope of consumer electronics and also
include Travel sales to make them comparable with market data which excludes these components.
Director’s Report 52 - 53
7. GROUP OPERATING
AND FINANCIAL RESULTS
7.1 Consolidated revenues22
In the year ended 28 February 2019, the Unieuro Group booked Revenues of Euro 2,104.5
million, up 12.3% on the Euro 1,873.8 recorded the previous year, making for an increase
of Euro 230.7 million.
The dynamic of revenues benefited from both external and internal growth actions and
the favourable performance of the second half of the year, marked by a truly excellent
Black Friday and a very positive Christmas season.
The contribution made by acquisitions made during the year in question and the previous
year, impacted positively for Euro 132.6 million, thanks to the different business scope as
a consequence of the opening of 8 ex-Cerioni/Euronics stores between December 2017
and January 2018 and the opening of 14 new sales outlets starting September 2018, as
a result of the purchase of the ex-DS/Trony and ex-Galimberti/Euronics business units.
The leap made in the on-line business and the partnership stipulated with Finiper, which
marked Unieuro’s launch into Large Retail further strengthened the positive trend seen
in revenues.
The evolution of like-for-like revenues23 - i.e. the comparison of sales with those of last
year on the basis of a homogeneous business scope - is positive for +4.9%. Excluding
from analysis sales points near the new stores that had been opened in the meantime,
and which did not therefore come under the scope of like-for-like, like-for-like sales record
even stronger growth at 6.9%.
22
From 1 March 2018, the Unieuro Group applied IFRS 15 retroactively with the cumulative effect at the date of the
first time adoption (i.e. 1 March 2018). Therefore, the information relating to the comparison period have not been
restated, namely they are presented in accordance with IAS 18, IAS 11 and the related interpretations. For more
details, please refer to Note 2.7.1 “Changes to the accounting standards” of the Consolidated financial statements.
23
Starting from the first half closed on 31 August 2018, the methods used to calculate like-for-like revenues were
adjusted on the basis of the method adopted by the main reference market players, with the aim of offering a better
representation of the business performance on equal scope. Like-for-like growth in revenues is now calculated
including: (i) retail and travel stores that have been operative for at least an entire financial year at the closing
date of the reference period, net of the sales outlets that had experienced significant operative discontinuity (e.g.
temporary closures and major refurbishments) and (ii) the entire on-line channel. The previous method used to
calculate like-for-like revenues did not fully include the on-line channel.
7.1.1 Consolidated revenues by channel
The Retail channel books a rise in sales of 11.3% to Euro 1,477.8 million, mainly as a result of
the increase in the number of stores (+11 sales outlets on 28 February 2018) and the good
performance of the sales network on equal scope, driven in particular by smartphones,
TV and the vacuum segment.
The consolidated revenues of the Online channel stand at Euro 245.0 million, growth
of 32.5% compared with euro 185.0 million in the same period of the previous year. For
the first time, the second contributor to total revenues of the Unieuro Group, booking
growth of Euro 60.1 million on last year. Net of the contribution made by the subsidiary
Monclick S.r.l., whose contribution in terms of turnover to the channel was Euro 46.3
million, the organic growth of the digital business of the Unieuro Group came to 30.8%,
two figures for the fourth year running. The reasons behind the success, both in absolute
value and market share, lie in the Group’s omnichannel strategy, which assigns the
physical sales outlet the valuable role of pick-up point, to the benefit of web customers.
The continuous innovation, linked to the continuous release of new platform functions
and improvements, the attention paid to contents and the effectiveness of the digital
communication campaigns have further strengthened the competitive advantage.
The Indirect channel25 (previously referred to as the Wholesale channel), which includes
turnover made with respect to the network of affiliated stores and revenues produced
in the large-scale retail chain, through partnerships with major industry operators, for
a total of 275 sales outlets, recorded revenues of Euro 231.0 million, up 10.5% on the
Euro 209.0 million booked the previous financial year. Growth was driven by the Large
Retail segment, with the opening of the first 14 Unieuro shops-in-shops by Iper in Iper, La
grande i hypermarkets, under the scope of the partnership that was made official last 10
January 2019.
24
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer
electronics market without using the Unieuro brand was reclassified from the indirect channel to the B2B channel.
25
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer
electronics market without using the Unieuro brand was reclassified from the indirect channel to the B2B channel.
Director’s Report 54 - 55
The B2B channel25 - which targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment) - recorded sales of Euro 117.1 million,
down 8.8% on last year, due to the change in competition starting the last quarter. The
contribution made by the subsidiary Monclick was Euro 13.1 million.
Finally, the Travel channel - comprising 12 direct sales outlets located at some of the main
public transport hubs, such as airports and railway and underground railway stations -
recorded growth of 42.6% for a value of Euro 10.0 million, also thanks to the October 2018
opening of the ex-DPS/Trony sales outlet at the underground railway station of Milan San
Babila.
Through its distribution channels the Group offers its customers a wide range of products
- specifically electric appliances and consumer electronics, as well as ancillary services.
The segmentation of sales by product category takes place according to the classification
of products adopted by the main sector experts. Note therefore that the classification of
revenues by category is revised periodically in order to guarantee the comparability of
Group data with market data. In the financial year ended 28 February 2019, an increase in
sales was recorded in every product category.
26
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
The Grey category, namely cameras, video cameras, smartphones, tablets, computers
and laptops, monitors, printers, telephone system accessories, as well as all wearable
technological products, kept its incidence on total revenues unchanged at 47.2%,
generating turnover of Euro 992.9 million, up 12.3% on the Euro 884.0 million of last year,
thanks to the good performance of the telephone systems segment, which benefited
from a mix movement towards the top of the range and the good performance of several
new models, as well as a positive trend in sales of wearables and accessories, in particular
earpieces.
The White category, composed of major domestic appliances (MDA) such as washing
machines, tumble driers, refrigerators or freezers and ovens, small domestic appliances
(SDA) such as vacuum cleaners, kettles, coffee machines as well as the climate control
segment, generated turnover of Euro 548.5 million, up 11.2% on the Euro 493.3 million of
last year, thanks to the success of the vacuum segment and the increased penetration of
tumble driers and dishwashers.
The Brown category, comprising televisions and their accessories, audio devices, smart-
TV devices and car accessories, as well as memory storage systems, such as CDs/DVDs
or USB pen drives, booked period growth in revenues up to Euro 367.9 million (+12.9%
on the Euro 326 million of last year), benefiting from the growing success of top-of-the-
range televisions, in particular ultraHD and OLED, the good performance of the audio
segment and the driving effect of the 2018 football world cup.
The income statement tables presented below in this Directors’ Report on Operations
were reclassified using presentation methods that management deemed useful for
reporting the operating profit performance of the Unieuro Group during the year. To
more fully report the cost and revenue items indicated, the following were reclassified in
this income statement by their nature: (i) non-recurring expenses/(income) and (ii) the
impact from the adjustment of revenues for extended warranty services net of related
estimated future costs to provide the assistance service, because of the change in the
business model for directly managed assistance services.
Marketing costs (48.8) (2.3%) 1.2 (48.2) (2.6%) 2.2 (0.7) 1.4%
Logistics costs (52.5) (2.5%) 1.5 (41.5) (2.2%) 1.3 (11.0) 26.5%
Other costs (60.3) (2.9%) 3.8 (50.5) (2.7%) 7.3 (9.8) 19.5%
Personnel
expenses (166.7) (7.9%) 3.2 (150.4) (8.0%) 5.9 (16.3) 10.9%
Other operating
income and costs (3.7) (0.2%) (1.6) (2.5) (0.1%) (0.3) (1.3) 51.8%
Revenues from the
sale of warranty
extensions
netted of future
estimated service
cost - business
model’s change
related to direct
assistance services 7.9 0.4% 7.9 8.0 0.4% 8.0 (0.1) (1.0%)
Consolidated
Adjusted EBITDA 73.6 3.5% 16.4 68.9 3.7% 27.9 4.6 6.7%
27
The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change
in the business model for warranties, which was posted in the item “Change in business model for directly
managed assistance services.” Thus, the adjustment is aimed at reflecting, for each year concerned, the
estimated profit from the sale of extended warranty services already sold (and collected) starting with the
Change in Business Model as if Unieuro had always operated using the current business model. Specifically,
the estimate of the profit was reflected in revenues, which were held in suspense in deferred income, to
be deferred until those years in which the conditions for their recognition are met, net of future costs for
performing the extended warranty service, which were projected by the Group on the basis of historical
information on the nature, frequency and cost of assistance work.
Consolidated Adjusted EBITDA during the financial year 2019 increased by 6.7%, equal
to Euro 4.6 million, standing at Euro 73.6 million. The higher revenues, together with the
continuous attention to the cost structure, allowed the achievement of results showing
growth on last year.
During the year, costs for the purchase of goods and changes in inventories increased by
Euro 179.3 million. The incidence on consolidated revenues remained unchanged at 77.7%.
Rental costs rose by Euro 7.6 million, or approximately 12.0%, by virtue of (i) the run rate
of acquisitions made during the second part of the previous year; (ii) acquisitions made
during the year ended on 28 February 2019 with reference to the period after the date of
opening to the public and (iii) the new openings made during the reference period.
Marketing costs rose by 1.4% compared with the previous year ended 28 February 2018.
The increase is primarily due to a different promotional calendar between the two periods.
Marketing and advertising were structured and planned to direct potential customers to
physical sales outlets and to the Online channel. There was a fall in the weighting of
traditional marketing activities in the year ended 28 February 2019, offset by the increase
in the weighting of digital marketing activities.
Logistics costs increased by around Euro 11.0 million. The impact on consolidated revenues
stood at 2.5% (2.2% in the previous year ended 28 February 2018). The performance is
mainly attributable to the increase in sales volumes and the ever increasing weighting
of home deliveries for online orders as a result of the increase recorded in requests for
non-standard delivery services (timed delivery slot, delivery to a specified floor, etc.) and
promotional campaigns which include free delivery.
Other costs rose by Euro 9.8 million compared with the previous year ended 28 February
2018. The trend is attributable to: (i) the increase in operating costs which mainly refer to
utilities, maintenance and general sales expenses as a result of the expansion in stores and
(iii) the increase in the cost of insurance, particularly following the catastrophic events
due to the fire at the Oderzo point of sale which took place on 25 February 2017 and
the theft at the Piacenza warehouse which took place in August 2017. A new insurance
contract was stipulated in October 2017 with a new syndicate of insurers which led to an
increase in the premium.
Personnel costs show an increase of Euro 16.3 million, mainly attributable to: (i) the
increase in the number of employees following the opening of new stores, (ii) recognition
of the costs of the share-based payment plan the Long Term Incentive Plan assigned in
October 2018 and (iii) the strengthening of several strategic functions at head office.
Director’s Report 58 - 59
The negative impact of Other operating income and costs rose by Euro 1.3 million. The
incidence on consolidated revenues was basically in line with the corresponding period of
the previous year and came to 0.2%. The change is due to some insurance reimbursements
received in the previous year ended on 28 February 2018.
28
See note in the section “Main financial and operating indicators”.
29
The adjustment was for the deferral of extended warranty service revenues already collected, net of the
related estimated future costs to provide the assistance service. From the year ended 29 February 2012, for
White products sold by Unieuro and from the year ended 28 February 2015 for all extended warranty services
sold by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals) from
the year of acquisition for all extended warranty services sold by the business units Former Andreoli S.p.A.,
Former Cerioni S.p.A., Former DPS S.r.l. and Former Galimberti S.p.A. (excluding telephone systems and
peripherals), Unieuro modified the business model for the management of extended warranty services by
in-sourcing the management of services sold by the Former Unieuro and by Unieuro that were previously
outsourced and by extending this model to the sales points acquired from the business units Former Andreoli
S.p.A., Former Cerioni S.p.A., Former DPS S.r.l. and Former Galimberti S.p.A. (the “Change in Business
Model”). As a result of the Change in Business Model, at the time of sale of extended warranty services,
Unieuro suspends the revenue in order to recognise the revenue over the life of the contractual obligation,
which starts on the expiration of the two-year legally required warranty. Thus, Unieuro begins to gradually
record revenues from sales of extended warranty services two years (term of the legally required product
warranty) after the execution of the related agreements and after the collection of compensation, which
is generally concurrent. Thus, the revenue is recorded on a pro rata basis over the life of the contractual
obligation (historically, depending on the product concerned, for a period of one to four years).
As a result of this Change in Business Model, the income statements do not fully reflect the revenues and
profit of the business described in this note. In fact, the income statements for the years ended 28 February
2019 and 28 February 2018 only partially report revenues from sales generated starting with the Change
in Business Model because Unieuro will gradually record sales revenues from extended warranty services
(already collected by it) starting at the end of the legally required two-year warranty period.
Thus, the adjustment is aimed at reflecting, for each year concerned, the estimated profit from the sale of
extended warranty services already sold (and collected) starting with the Change in Business Model as if
Unieuro had always operated using the current business model. Specifically, the estimate of the profit was
reflected in revenues, which were held in suspense in deferred income, to be deferred until those years in
which the conditions for their recognition are met, net of future costs for performing the extended warranty
service, which were projected by Unieuro on the basis of historical information on the nature, frequency and
cost of assistance work. The adjustment will progressively decrease to nil in future income statements when
the new business model is fully reflected in our financial statements, which will occur on the last expiry date
of warranty extensions sold for all product categories.
Non-recurring expenses/(income) dropped by Euro 11.5 million compared with the
previous year ended 28 February 2018 and are detailed in paragraph 7.3 below.
The adjustment related to the change in business model for directly managed assistance
services decreased by Euro 0.1 million compared with the previous year ended 28 February
2018; the adjustment incorporates the effect of the extension of the business model
relating to the management of extended warranty services at sales outlets concerned by
the acquisition.
30
The costs for “pre-opening, relocating and closing sales outlets” include lease, security and travel expenses
for maintenance and marketing work incurred as a part of i) remodelling work for downsizing and relocating
sales outlets of the Former Unieuro, ii) opening sales outlets (during the months immediately preceding and
following the opening) and iii) closing sales outlets.
Director’s Report 60 - 61
Non-recurring expenses and income recorded declined by Euro 11.5 million. The fall is
mainly due to the lack of: (i) costs incurred for the listing process; (ii) costs for the Call
Option Agreement concluded following the positive outcome of the listing process in
April 2017; and (iii) the significant reduction in costs for Mergers & Acquisitions of Euro
4.9 million. In addition, the item includes the insurance refund for Euro 1.5 million, obtained
with regard to the fire occurred 25 February 2017 in Oderzo store sale (TV).
The main item of non-recurring income and expenses relates to the costs of mergers &
acquisitions, of Euro 5.1 million in the year ended on 28 February 2019 (Euro 10.0 million
the previous year ended 28 February 2018), are mainly incurred for the acquisition of
the business units from DPS Group S.r.l. in liquidation (“DPS”) and Galimberti S.p.A.
(“Galimberti”) and the reorganisation and definition of the new corporate structure of
Monclick. These costs mainly relate to rental costs and personnel expenses for points
of sale incurred from the date of the completion of the acquisition to the date of the
opening to the public, greater costs for education and training of employees at points of
sale and, lastly, consulting costs and other minor costs incurred for the completion of the
acquisition transactions.
Pre-opening, repositioning and closing costs for the sales outlets and the new Piacenza
logistics hub equal Euro 3.7 million in the year ended on 28 February 2019 (Euro 3.5
million in the year ended on 28 February 2018). This item includes: rental, personnel,
security, travel and transfer costs, for maintenance and marketing operations incurred as
part of: i) store openings and the new Piacenza logistics hub (in the months immediately
preceding and following the opening of the same) and (ii) store closures.
The new 104,000 square metre Unieuro central distribution hub was opened on 12 October
2018. The new facility, the linchpin of the Unieuro centralised business model, unique in
the domestic consumer electronics market, will continue to concentrate its activities on
receiving, storing and dispatching all products marketed and sold by Unieuro through
each of its five operating channels: direct stores, the indirect channel (previously termed
“wholesale”), e-commerce platforms, the B2B channel, as well as sales outlets located in
airports and at railway stations. The pre-opening costs of the new Piacenza logistics hub
were Euro 1.9 million.
Non-recurring income and expense is essentially in line with the previous year. These
expenses mainly relate to mergers & acquisitions.
Income for exceptional accidents of Euro 1.5 million refers to the insurance reimbursement
obtained in connection with the 25 February 2017 fire at the Oderzo (TV) sales outlet.
7.4 Consolidated profit for the year
Below is a restated income statement including items from the Consolidated Adjusted
EBITDA to the consolidated adjusted profit (loss) for the year.
Income taxes 0.5 0.0% (1.4) (3.3) (0.2%) (2.6) 3.8 (116.6%)
Adjusted
consolidated
profit (loss)
for the year 42.7 2.0% (2.6) 39.4 2.1% 0.5 3.3 8.3%
Amortisation, depreciation and write-downs of fixed assets in the year ended 28 February
2019 totalled Euro 27.2 million (Euro 21.7 million in the previous year ended 28 February
2018). The increase relates to the depreciation and amortisation of investments related to
the acquisitions made from the second quarter of the previous year, to asset write-downs
relating to sales outlets closed during the period, as well as to the progressive alignment
of depreciation and amortisation at the planned level of investments. The adjustments
of Euro 0.3 million and refer to the write-down of several assets in the old warehouse
disposed of following the completion of the new logistics hub.
Net financial expenses in the year ended 28 February 2019 totalled Euro 4.2 million
(Euro 4.5 million in the previous year ended 28 February 2018). The decrease is mainly
attributable to the savings in financial expenses made following the signing of the new
Loan Agreement31. The adjustments of Euro 1.5 million refer to the income resulting from
the removal of the acquisition debt for the subsidiary Monclick S.r.l.as a result of the
settlement agreement signed in August 2018.
31
The Loan Agreement was signed on 9 January 2018 with Banca IMI S.p.A., as the agent bank, Banca Popolare
di Milano S.p.A., Crédit Agricole Cariparma S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan
Branch for a total of Euro 190 million.
Director’s Report 62 - 63
The Adjusted Consolidated Profit/Loss for the year came to Euro 42.7 million (Euro 39.4
million in the previous year ended 28 February 2018); this positive trend is due to the rise
in Adjusted EBITDA and savings on net financial charges and income tax, partially offset
by the increase in amortisation.
IRES tax losses resulting from the tax estimate prepared when closing the financial
statements as at 28 February 2019, which were still available, totalled Euro 377.9 million in
relation to Unieuro and Euro 6.3 million in relation to Monclick. These tax losses guarantee
a substantial benefit in the payment of taxes in future years.
Below is a reconciliation between the adjusted consolidated net profit (loss) for the year
and the consolidated net profit (loss) for the year.
Non-recurring financial expenses /(income) 1.5 0.1% (3.1) (0.2%) 4.6 100.0%
Theoretical tax impact from taxes on
non-recurring expenses/(income),
non-recurring financial expenses/(income),
non-recurring depreciation,
amortisation and write-downs
and the change in business model 1.4 0.1% 2.6 0.1% (1.2) (46.5%)
Consolidated Profit (Loss) for the year 28.9 1.4% 11.0 0.6% 17.9 162.7%
7.5 Cash flows
Theoretical tax impact of the above entries (0.8) (1.6) 0.8 (52.4%)
Consolidated Adjusted levered free cash flow 68.7 66.7 2.0 3.0%
32
See note in the section “Main financial and operating indicators”.
Director’s Report 64 - 65
Investments made and paid for in the period stood at Euro 32.1 million in the year ended
28 February 2019 (Euro 42.9 million in the year ended 28 February 2018). This was mainly
due to: (i) costs incurred for the construction of the new logistics hub in Piacenza (ii)
operations for the development of the direct stores network and the refurbishment of
the network of existing stores and (iii) costs incurred for the purchase of new hardware,
software, licences, also in view of the necessary regulatory adjustments in respect of
privacy, telematic fees and electronic invoicing, and start-up of existing applications
with a view to the digitalisation of stores and the development of advanced functions
for online platforms with the goal of making each customer's omnichannel experience
increasingly more practical and pleasant.
Investments made for business combinations and business units of Euro 5.6 million in the
year ended 28 February 2019 (Euro 14.5 million in the year ended 28 February 2018) refer
to the portion paid of the purchase price of the DPS and Galimberti business units.
Of all the investments made in the period, Euro 17.0 million are non-recurring (Euro 25.8
million in the year ended 28 February 2018) and refer to the portion paid during the period:
(i) of investments, including capex, referring to the transaction for the acquisition of the
business unit DPS for Euro 10.7 million, (ii) the investments for the construction of the
new Piacenza logistics hub for Euro 5.5 million and (iii) the remainder of the investments
made at the end of the previous period and paid for during the period for the opening of
the Cerioni sales outlets for Euro 0.8 million.
Other non-recurring operating cash flows of Euro 0.8 million refer to the collection of the
insurance payment in relation to the Oderzo store fire which took place on 25 February
2017.
Below are the main changes recorded in the Group's net financial debt during the years
ending 28 February 2019 and 28 February 2018:
8. STATEMENT
OF FINANCIAL
POSITION
Below is a detailed breakdown of the Group’s net working capital and net invested capital
as at 28 February 2019 and as at 28 February 2018:
Year ended
The Group's Net Working Capital as at 28 February 2019 was negative by Euro 64.8 million
(negative by Euro 58.4 million as at 28 February 2018). The performance for the year of
the Group's Net Operating Working Capital is attributable to: (i) promotions in February
which involved product categories with improved payment conditions compared with
those of the previous year and (ii) an increase in the number of stores as a result of the
acquisitions and the new openings during the year which involved an increase in the
value of trade payables which was higher than that of inventories. This performance is
partially offset by a rise in trade receivables generated mainly by the Indirect channel, as
a result of the partnership stipulated with Finiper during the year.
The Net Invested Capital of the Group stood at Euro 70.4 million at 28 February 2019, down
Euro 11.3 million compared with 28 February 2018. The decrease is mainly attributable to:
(i) decrease in the Group’s Net Working Capital of Euro 30.5 million, of which Euro 5.3
million had a positive non-monetary effect due to the adoption of the new accounting
standard IFRS 15, which had an impact on the timing of the recognition of several types
of costs; (ii) investments excluding depreciation and amortisation of Euro 15.8 million, due
to the costs incurred for the construction of the new Piacenza logistics hub, operations
for the purchase of DPS and Galimberti33, interventions for the development of the direct
stores network and the refurbishment of existing network stores and costs incurred for
purchasing new hardware, software, licences and developments on pre-existing apps;
and (iii) increase in non-current liabilities for Euro 2.8 million, mainly due to the recording
of deferred tax on the impacts deriving from the application of IFRS 15.
Shareholders' equity amounted to Euro 90.9 million as at 28 February 2019 (Euro 77.2
million at 28 February 2018), with the increase of Euro 13.7 million mainly caused by
the positive result recorded for the period, by the recording of the First time adoption
reserve resulting from the application of the new accounting standard IFRS 15 and the
reserve for share-based payments relating to the Long Term Incentive Plan34 reserved
for some managers and employees, partially offset by the distribution of the dividend of
Euro 20.0 million resolved on 05 June 2018 by the Shareholders' Meeting.
33
It should be noted that, at the time of acquisition, the Group availed itself of the right provided under
(revised ) IFRS 3 to carry out a provisional allocation of the cost of the business combination at the fair
value of the assets, liabilities and contingent liabilities (of the acquired business). If new information obtained
during one year from the acquisition date, relating to facts and circumstances existing at the acquisition
date, leads to adjusting the amounts indicated or any other fund existing at the acquisition date, accounting
for the acquisition will be revised. Significant variations to what already accounted are not expected.
34
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of a stock
option plan (“Long Term Incentive Plan”, “LTIP”) reserved for Executive Directors, associates and employees
(executives and others) (the “Recipients”). The Long Term Incentive Plan calls for assigning ordinary shares
derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian
Civil Code approved by the Shareholders’ Meeting on the same date. On 29 June 2017, the Board of Directors
approved the plan regulations (“Regulations”) whereby the terms and conditions of implementation of the
Long-Term Incentive Plan were determined. The conclusion and subsequent acceptance of the Long-Term
Incentive Plan by the Recipients took place in October 2017 and was effective from 29 June 2017.
Director’s Report 68 - 69
Below is a detailed breakdown of the Group's net financial debt as at 28 February 2019
and 28 February 2018 in accordance with Consob Communication 6064293 of 28 July
2006 and in compliance with ESMA Recommendations 2013/319:
(J) Net current financial position (I)+(E)+(D) 64.5 48.2 16.3 33.9%
Net financial debt has been reduced by Euro 25.0 million compared with 28 February
2018, generating a positive cash position for Euro 20.5 million as at 28 February 2019.
The main factor underlying the positive cash trends is the combined effect of: (i) the net
cash flow generated by operating activities for Euro 82.3 million, (ii) the distribution of
dividends of Euro 20.0 million approved by the Shareholders' Meeting on 05 June 2018,
(iii) investments of Euro 32.1 million due mainly to costs incurred for the construction
of the new Piacenza logistics hub, operations for the development of the direct stores
network and the refurbishment of the network of existing stores and costs incurred for the
purchase of new hardware, software, licences and development of existing applications
and (iv) investments of Euro 5.6 million which refer to the purchase price paid in full
during the period for the business unit DPS and Galimberti.
Gross financial debt totalled Euro 64.0 million, of which Euro 43.9 million was medium
and long term, and Euro 20.1 million was short term.
Director’s Report 70 - 71
9. PERFORMANCE
OF UNIEURO
The Unieuro S.P.A. reclassified Income Statement as at 28 February 2019 is illustrated
below:
Financial income and expenses (3.0) (0.1%) (7.6) (0.4%) 4.6 (61.0%)
Non recurring depreciation,
amortisation and write-downs 3.5 0.2% 6.3 0.3% (2.8) 44.6%
Non-recurring financial
expenses/(income) (1.5) (0.1%) 3.1 0.2% (4.6) 148.4%
Profit (Loss) for the Year 28.2 1.4% 8.5 0.5% 19.7 231.4%
Unieuro's revenues for the year ended 28 February 2019 amounted to Euro 2,079.1
million, up 13.3% compared to Euro 1,835.5 million for the year ended 28 February 2018.
In addition to the new openings and growth of the online channel, the performance was
positively influenced by the 2 acquisitions made during the year, the 14 stores opened
starting September 2018, the result of the acquisition of the former DPS/Trony and former
Galimberti/Euronics business units.
The higher revenues, together with the continuous attention to the cost structure,
allowed the achievement of an Adjusted EBITDA of Euro 75.6 million in the year ended 28
February 2019, up 5.1% compared to Euro 71.9 million in the year ended 28 February 2018.
Adjusted Profit (Loss) for the Year amounted to Euro 44.2 million in the year ended 28
February 2019 (Euro 42.4 million in the year ended 28 February 2018), representing 2.1%
of revenue; the increase in Adjusted Profit (Loss) for the Year was due to the positive
performance of operations, the improvement in financial management and the reduction
in the tax burden compared to the same period of the previous year.
At 28 February 2019, Unieuro’s net financial indebtedness amounted to Euro 13.4 million
(Euro 6.9 million as at 28 February 2018). The increase recorded during the year, of Euro
20.3 million, is mainly due to the combined effect of: (i) the net cash flow generated by
operating activities for Euro 77.7 million, (ii) the distribution of dividends of Euro 20.0
million approved by the Shareholders' Meeting on 05 June 2018, (iii) investments of Euro
37.7 million due mainly to costs incurred for the construction of the new Piacenza logistics
hub, operations for the development of the direct stores network and the refurbishment
of the network of existing stores and costs incurred for the purchase of new hardware,
software, licences and development of existing applications and (iv) investments of Euro
5.6 million which refer to the purchase price paid in full during the period for the business
unit DPS and Galimberti.
Director’s Report 72 - 73
10. RECONCILIATION
STATEMENT OF
SHAREHOLDERS' EQUITY
AND NET RESULT OF
THE PARENT COMPANY
WITH SHAREHOLDERS'
EQUITY AND NET RESULT
PERTAINING TO THE GROUP
The reconciliation between the shareholders' equity of the parent company and the
consolidated shareholders' equity as at 28 February 2019 is illustrated below:
More specifically, investments for the year of Euro 32.1 million mainly relate to: (i)
investments relating to the opening of new sales outlets in new user basins held to be
strategic or basins that are not sufficiently covered by the current portfolio of stores and
the refurbishment of sales outlets purchased from the former DPS Group S.r.l. and former
Galimberti S.p.A. business units; (ii) extraordinary maintenance works and refurbishment
of various sales outlets; (iii) development of the new logistics hub of Piacenza; (iv)
costs incurred for the purchase of new hardware, software, licences, also in view of the
necessary regulatory adjustments regarding privacy matters, telematic payments and
electronic invoicing, as well as the development of pre-existing applications with a view to
the digitisation of stores and launch of advanced functions for the on-line platform, with
the aim of making the omnichannel experience of each customer increasingly functional
and pleasant and (v) investments in the relocation of existing sales outlets to user basins
held to be more strategic. For more details, see note 5.1 “Plant, machinery, equipment and
other assets” and “Intangible assets with finite useful life” of the Consolidated financial
statements.
Director’s Report 74 - 75
12. CORPORATE
GOVERNANCE AND
OWNERSHIP STRUCTURES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
"Code") and has adapted it to suit its characteristics.
In order to meet the transparency obligations required by regulations in the sector, the
"Report on Corporate Governance and Ownership Structure" was prepared as required
by Art. 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structure, the organisational model adopted pursuant to Legislative Decree 231 of 2001
and the level of compliance with the Self-regulation Code, including the main governance
practices applied and characteristics of the risk management and internal control system
in relation to the financial reporting process.
On the basis of information available as at the date of the Annual Financial Report,
Unieuro's major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian
Electronics Holdings S.à.r.l.35 (accounting for the funds managed by Rhone Capital) with
33.8% and Alfa S.r.l.35 (Dixons Carphone plc) with 7.2%. Some shareholders that can be
traced to the Silvestrini family36 hold 5.1%, the asset management company Amundi
Asset Management35 has 5% of the capital of Unieuro, and, finally, some top managers of
Unieuro36 jointly hold 1.8%.
35
Source: Consob, relevant shareholders Unieuro S.p.A..
36
Source: re-processing of the results of the register of shareholders as at 12 June 2018.
13. INFORMATION
ON RELATED-PARTY
TRANSACTIONS AND
NON-RECURRING,
ATYPICAL OR UNUSUAL
TRANSACTIONS
The tables below summarise the Group's credit and debt relations with related parties as
at 28 February 2019 and as at 28 February 2018:
At 28 February 2019
At 28 February 2018
(1,718) (2,047)
(1,117)
The following table summarises the economic relations of the Group to related parties as
at 28 February 2019 and as at 28 February 2018:
At February 2019
Personnel costs - -
At February 2018
Personnel costs - - -
Main managers
Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
Director’s Report 78 - 79
(5,105) (6,154)
(4,608) (5,417)
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Group's cash flows with related parties as at 28 February
2019 and as at 28 February 2018:
Related parties
Impact
Rhône Capital Board of Main Total balance on balance
II L.P. directors managers Total sheet item sheet item
- (647) (2,815)
14. INFORMATION ON
CORPORATE BODIES
Unieuro S.p.A. adheres to the Self-Governance Code of listed Italian companies (the
"Code") and has adapted it to suit its characteristics.
In order to meet the transparency obligations required by regulations in the sector, the
"Report on Corporate Governance and Ownership Structure" was prepared as required
by Art. 123-bis of the Consolidated Finance Law which provides a general description
of the governance system adopted by Unieuro S.p.A. and information on ownership
structure, the organisational model adopted pursuant to Legislative Decree 231 of 2001
and the level of compliance with the Self-regulation Code, including the main governance
practices applied and characteristics of the risk management and internal control system
in relation to the financial reporting process.
The Plan specifies the following objectives: (i) to focus the attention of people covered
by the plan on matters of strategic importance to Unieuro, (ii) to increase loyalty among
people covered by the plan and give them incentive to remain with Unieuro, (iii) to
increase the competitiveness of the company by identifying medium-term objectives and
promoting the creation of value both for Unieuro and its shareholders and (iv) to ensure
that the overall remuneration of the people covered by the plan remains competitive on
the market.
The implementation and definition of specific features of the Long Term Incentive Plan
were referred to the same Shareholders’ Meeting for specific definition by the Unieuro
Board of Directors. On 29 June 2017, the Board of Directors approved the plan regulations
(“Regulations”) whereby the terms and conditions of implementation of the Plan were
determined.
Director’s Report 82 - 83
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that
the effects of granting rights should be retroactive to 29 June 2017, the date of approval
of the regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients : the Plan is addressed to Directors with executive type positions, associates
and employees (managers and others) of Unieuro ("Recipients") that were identified
by the Board of Directors within those who have an ongoing employment relationship
with Unieuro and/or other companies of the Group. Identification of the Recipients was
made on the basis of a discretionary judgment of the Board of Directors that, given
the purpose of Long Term Incentive Plan, the strategies of Unieuro and the Group and
the objectives to be achieved, took into account, among other things, the strategic
importance of the role and impact of the role on the pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
ordinary shares in Unieuro for a maximum of 860,215 options, each of which entitling
the bearer to subscribe one newly issued ordinary share (“Options”). If the target is
exceeded with a performance of 120%, the number of Options will be increased up
to 1,032,258. A share capital increase was approved for this purpose for a nominal
maximum of €206,452, in addition to the share premium, for a total value (capital
plus premium) equal to the price at which Unieuro’s shares will be placed on the MTA
through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights : the subscription of the shares can only be carried out after 31 July
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options will
happen on 31 July 2020 provided that: (i) the working relationship with the Recipient
persists until that date, and (ii) the objectives are complied with, in terms of distributable
profits, as indicated in the business plan on the basis of the following criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of options
eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of options
eligible for exercise will increase proportionally on a straight line between 100% and
120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to EUR 11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Long Term
Incentive Plan until completion of the vesting period (29 February 2020) with the
exercise of company rights pertaining to the Shares obtained during that year with the
exercise of Subscription Rights;
• Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July 2025.
The cost for the Long-Term Incentive Plan included in the financial statements as at 28
February 2019 was Euro 2.0 million.
During the year, Unieuro S.p.A. did not purchase or sell any treasury shares directly or
through an intermediary.
Director’s Report 84 - 85
15. STAFF-RELATED
INFORMATION
Composition of workforce
Below is a breakdown of employees by classification.
Executives 23 1 17 3
Middle managers 52 0 57 1
Factory workers 1 - 1 -
Apprentices 51 - 17 -
Temporary staff - - - -
The tools and channels used to find candidates, in descending priority order, are the
company’s website in the “Work with us” section, and relationships with recruiting and
selection companies with which specific partnerships are maintained.
The main financial risks to which the Group are the following:
Risks connected with competition and competitiveness: The Unieuro Group is exposed
to the risk of not being able to maintain its competitive position in the market and/or
of not being able to properly assess future developments in consumer preferences in
relation to market trends.
Risks connected with the economic situation and dependence on the Italian market: The
Unieuro Group is exposed to the risk of a potential reduction in future revenues resulting
from the limited purchasing power of the average consumer due to any continuing
phenomena of an economic recession. If the current period of gradual economic recovery
stalls or reverses, or if there are other periods of economic and/or financial crises, there
could be negative repercussions on the Group's income statement, balance sheet and
cash flows.
Risks connected with recognition of the brand: the decrease in the recognition and
distinctive features of the Unieuro and Monclick brands could impair the Group's
competitive position in its reference market. The Group's strategy is aimed at improving
the reputation of the Unieuro and Monclick brands by focusing on the breadth of the
range of products offered and product quality and innovation and by providing customers
with a range of products that are affordable.
In order to improve the recognition of its brands, the Group conducts advertising
campaigns through traditional means of communication (advertising inserts, leaflets,
television spots, posters, etc.) and through its website and social media. Any promotional
activities not in keeping with the positioning of the Unieuro and Monclick brands and not
consistent with the sales strategy could turn out to be ineffective and have a negative
impact on the Group's image and the perception of its brands.
Director’s Report 88 - 89
Risks connected with the management of directly operated points of sale: The Unieuro
Group is exposed to the risk of having to compete with the pricing offered by other
competing companies when renewing agreements for directly operated points of sale.
Additionally, there is also a potential risk deriving from the draft law on Sunday store
closing, which may have repercussions on the number of visitors and, therefore, on the
business volumes of the Unieuro Group.
Risks associated with points of sale that are not directly operated and relations with
affiliates: The Unieuro Group is exposed to the risk of losing commercial relationships
with its affiliates and/or the deterioration of their pricing that could result in a reduction
in related revenues.
Risks associated with recent and/or potential future acquisitions: The Unieuro Group
might be exposed to liabilities that did not arise during the pre-acquisition due diligence
process or are not covered by contractual provisions relating to companies acquired in
the past or to be acquired in the future. In any case, the assessments performed during
the period before an acquisition may not be accurate.
Risks associated with the evolution and growth of e-commerce: The Unieuro Group is
exposed to the risk of not being innovative and not enhancing its e-commerce platform,
and not offering its customers a platform in keeping with that of its competitors. The
Unieuro Group has made several investments in the online sales channel in order to offer
its customers a technologically advanced e-commerce platform that is seen as easy to
use and intuitive by users. In this context it should be noted that the e-commerce sector
is characterised by the rapid growth in technology and business models (e.g. the creation
of websites available on mobile devices).
Among other things, the Unieuro Group's success and competitiveness depend on the
ability to innovate and enhance its technologies and adapt them, from time to time, to
respond to changes and technological advances without generating cannibalisation
phenomena to the detriment of the traditional distribution channels that the Unieuro
Group also uses.
Risks associated with supplemental warranties: The Unieuro Group is exposed to the
risk that the estimates, on the basis of which it develops its strategy in the area of offering
supplemental warranties, turn out to be incorrect. Although at the date of this Report
the Unieuro Group had not recorded any requests for product repairs or replacements
greater than estimates made, the risk cannot be ruled out that the actual requests for
remedies under supplemental warranties turn out to be significantly higher than the
Group's projections with potential negative repercussions on the Company’s income
statement, balance sheet or cash flows.
Risks associated with supplier relations: The Unieuro Group is exposed to the risk of
potential problems in the management of trade relations with its suppliers. Most suppliers
the Group relies on establish a maximum limit of credit available to individual customers
who turn to them to supply merchandise on the basis of credit facilities granted to such
companies by insurance companies operating in this specific area. In general, these
facilities are provided on the basis of numerous factors such as the domestic economic
environment, country risk and each customer’s financial position and creditworthiness.
If these factors deteriorate, the amount of credit available to the Group could decline,
or in any event, be lower than expectations. In this case, several suppliers could decide
to reduce or terminate credit facilities provided to the Group, which could adversely
affect the Group's procurement of electronic products and ultimately its ability to meet
customer demand with potential significant negative repercussions on the Group's
income statement, cash flows and balance sheet.
Other operational risks: this category includes risks typical of the consumer electronics
sector connected with: opening new points of sale, seasonality, failure to implement or
the delayed implementation of its business strategy, the technological development
of electronic products and the perception of new trends, the availability of products
and inventory obsolescence, the operations of the logistics centre and procurement of
products marketed, possible restrictions on imports, product liability, the operation of IT
systems, management of post-sale customer assistance services, e-commerce fraud and
services provided by third parties. The Group manages and measures these risks and
they are reflected in the financial statements in items related to inventories, with respect
to provisions for obsolescence and in provisions for risks and charges. For additional
information on provisions and write-downs made during the year ended 28 February
2019, see the related notes to the consolidated financial statements.
The main financial risks to which the Group is exposed are liquidity risk, interest rate risk,
credit risk and risks connected with the Group's net financial debt.
Liquidity risk: the Group defines liquidity risk as the possibility that the Group may not
be able to promptly fulfil its obligations. The Group manages its liquidity by taking into
account the seasonality of cash flows from retail sales, which may result in a certain
unevenness in cash flows from sales and operating costs in several months of the year.
This risk is contained through measures aimed at ensuring a balanced capital structure,
diversified sources of funding, the spread of due dates for financial debt over a broad
time horizon, the maintenance of unused committed lines of credit and defined limits on
maturities and credit counterparties in the management of liquidity.
From a structural standpoint, the Group has negative working capital and, as a result, it
is exposed to the risk of the inability to raise the financial resources necessary to meet
the related financial needs (primarily in the first half of the year). This peculiarity is mainly
due to the following structural characteristics of the business conducted by the Group:
(i) a small amount of trade receivables generated mainly by the Indirect channel relative
to sales volume, since most sales are very quickly transformed into cash, which is typical
of retail sales to end customers; and (ii) inventories in an amount structurally proportional
to turnover. On the other hand, the amount of current liabilities and especially trade
payables, tends to permanently exceed the amount of current assets.
Director’s Report 90 - 91
The Group has a revolving line of Euro 90.0 million, which is generally fully utilised in the
first half of each year to meet the related financial requirements and is instead repaid
during periods of the greatest cash generation (typically the last half of each year).
The Company believes that existing lines of credit and loans as at 28 February 2019 are
sufficient to cover requirements from its operating and investment activities and to repay
maturing debt.
Interest rate risk: the Group is exposed to interest rate risk largely in relation to floating
rate financial liabilities.
Most of the Group's debt exposure is at a floating rate. The Group continually monitors
interest rate trends using instruments to hedge against the risk of fluctuating interest
rates when deemed appropriate.
Credit risk: this is related to the Group’s exposure to potential losses resulting from the
failure of financial or commercial counterparties to fulfil their obligations. The Group
has receivable monitoring processes that call for analysing the customers’ reliability,
assigning a credit line and controlling exposure using reports that break down maturities
and average collection periods. There are no significant concentrations of risk as at 28
February 2019.
Risks associated with the Group’s net financial debt: The seasonality of business cycles
and the Group’s revenue trends do not rule out the possibility that the Group may need
to obtain new lines of credit to meet its financial requirements.
The Group defines non-compliance risk as the possibility of incurring legal and/or
administrative sanctions, financial losses or reputational damage as a result of violations
of mandatory provisions (of laws or regulations) or of company regulations (articles of
association, codes of conduct, self-governance codes). The main risks of this type can be
grouped in the categories described below.
Risks associated with the regulatory context: the Group conducts its business in sectors
regulated by national, EU and international regulations, the violation or change in which
could result in limitations of its operations or increased costs. In the future, it is possible
that there will be changes in tax and other rules and in existing regulations, including
from the standpoint of interpretations, that could result in the Group's liability or have a
negative impact on its business with a possible negative impact on its income statement,
balance sheet and/or cash flows.
Any legislative or regulatory changes (e.g. in relations between lessors and lessees,
taxation and related income and the issuance and maintenance of administrative
authorisations to perform business activities) could affect the Group’s balance sheet,
income statement and cash flows. Furthermore, any suspension and/or revocation of
licences or authorisations required by current legislation in Italy as a necessary condition
for conducting business activity at points of sale and any mandatory measures required
by competent authorities to confirm or issue such authorisations or licences could have a
potential negative effect on Unieuro’s operations or outlook, or on its income statement,
balance sheet and cash flows.
Risks associated with compliance with occupational health and safety and
environmental regulations: the Group is subject to laws and regulations protecting the
environment and health; therefore, any violations of the above-mentioned regulations
could involve limitations to the activities of the Group or significant additional costs.
The Group performs its business in sectors regulated by national and EU regulations
concerning environmental protection and health and safety in the workplace. In accordance
with the obligations of regulations on environmental protection and health and safety in
the workplace, the Group makes the investments necessary to ensure compliance with
the provisions of applicable laws and regulations.
Director’s Report 92 - 93
18. SIGNIFICANT
EVENTS DURING
AND AFTER THE YEAR
Significant events
Significant events
Subsequent events
Market leadership
On 15 March, the Board of Directors examined some of the preliminary results of the
year ended on 28 February 2019. In light of the revenues standing at 2.1 billion euros,
for the first time ever, Unieuro is a market leader, no longer just in terms of number of
sales outlets and profitability, but also business volumes. And this leadership position
is set to increase even further in the current year, with the consolidation of the former
Pistone stores, the start-up of the Unieuro shops-in-shops by Iper and the incremental
contribution of purchases and new openings completed in the last twelve months.
19. FORESEEABLE
OPERATING EVOLUTION
For FY 2019/2020, Unieuro expects to see a substantially stable market in terms of value,
impacted by macro economic factors and possible regulatory evolutions. If growth of the
on-line segment is once again expected to be two-figure, albeit normalised with respect
to the major increase recorded last year, it will be physical retail that is most greatly
impacted by the effects of the virtually zero economic growth.
The Group intends to continue the development strategy pursued successfully to date,
with an effective omni-channel commercial approach that pays close attention to margins,
an even greater focus on services and a selective growth plan with the simultaneous
rationalisation of the network. In a parallel fashion, Unieuro will continue to monitor the
market and assess external growth opportunities that may be useful to ensuring an ever
more capillary level of distribution efficiency.
2019 will be the year of integration of ex-Pistone/Expert stores, which will require close
attention in view of the characteristics of the business acquired and a business culture
to be preserved in order to maintain the competitive advantage. At the same time, the
development in Sicily will continue relentlessly thanks to the search for new locations
and the launch of the new local logistics organisation, which will use the secondary hub
of Carini.
Investments, also financed thanks to operative cash flow that is once again strong, will
privilege the development and digitisation of the network, the continuous upgrades of
the digital platform and the strengthening of the central infrastructure of Unieuro, starting
from the IT systems, in order to adjust them to the growing needs of an increasingly
extensive and articulate business context.
Director’s Report 98 - 99
20. CONSOLIDATED
NON-FINANCIAL
STATEMENT OF THE
UNIEURO GROUP
1. How to read the consolidated non-financial
statement of the Unieuro Group
The Consolidated Non-Financial Statement (hereinafter also referred to as the “Statement”)
of the Unieuro S.p.A. Group (hereinafter also referred to as the “Group”), prepared in
accordance with Italian Legislative Decree no. 254/2016 implementing Directive 2014/95/
EU, presents information and data on the policies practised and the management of
environmental, social, personnel-related issues, respect for human rights and the fight
against active and passive corruption, useful to ensure the understanding of the activities
carried out by the Group in these areas, its performance, the results achieved and the
impacts deriving from them. The Statement also sets out the main risks connected with
non-financial topics and how they are handled.
The drafting of the Statement is based on specific principles and methodologies foreseen
by the most recent standards published in 2016 by the Global Reporting Initiative (GRI
Standards – “core” option), authoritative Independent Body37 dedicated to defining
models for non-financial reporting. In particular, the Statement refers to the 2016 GRI
Standards indicated in the GRI Content Index table presented below.
The extent and quality of the reporting reflect the principle of materiality, an element
foreseen by the relevant legislation and characterising the GRI Standards: the topics
dealt with in the Statement are those that, after careful evaluation, have been considered
relevant as able to reflect the social and environmental impacts of the Group’s activities
or to influence the decisions of its stakeholders.
37
The Global Reporting Initiative is a non-profit organisation founded in Boston in 1997 with the aim of creating
a useful support to the reporting of the sustainable performance of organisations of any size, belonging to any
sector and country in the world. In 2001 it was recognised as an Independent Body by the United Nations and in
2002 the UNEP (United Nations Environment Program) formally recognised and shared its principles by inviting
all UN Member States to identify an official headquarters as a body recognised by the United Nations.
Reporting scope
The qualitative and quantitative information contained in the Statement refers to the
performance of the Unieuro Group (hereinafter also the “Group”) for the year ended 28
February 2019. Below, the terms “Unieuro” or “Group” shall mean the group of companies
consisting of the parent company Unieuro S.p.A. and the subsidiary Monclick S.r.l.,
whereas by the terms “Unieuro S.p.A.” or “Company” we refer exclusively to the parent
company Unieuro S.p.A.
The materiality analysis process is carried out periodically and consists of three main
phases: preliminary identification, evaluation and definition of the material topics.
1. Considering as a starting point the indications provided by Legislative Decree 254/2016,
the potentially relevant issues were first identified on the basis of an analysis of the
activities carried out by Unieuro, the characteristics of the sector, the approaches
adopted by comparable companies at national and international level and the themes
suggested by the GRI for each economic sector;
2. the topics that emerged have been discussed and assessed by the management team
at dedicated meetings, thereby allowing for the definition of those most representative
of the social-environmental impacts generated by the Group, according to their
relevance in terms of achieving the company’s objectives (relevance for Unieuro) and
stakeholders (relevance for stakeholders);
3. upon completion of the analysis, a total of 12 material topics were defined, correlated
to the aspects regulated by Italian Legislative Decree no. 254/2016.
The Group materiality resulting from the prioritisation of the topics is shown in the matrix
below, which represents the two dimensions assessed.
Director’s Report 100 - 101
High relevance
Transparency of product
and offer information to customers
Consumer privacy
Support to
local communities
Resource
consumption
and emissions Relations with trade unions
Relevance
Relevance to Unieuro
Matrix of materiality
The following table summarises the scope of each material topic, highlighting the entities
within the Group and the external entities that are involved in the possible impacts that
these imply. Furthermore, it should be noted that, where the issue does not concern the
entire Group, the company excluded from the scope of consolidation was considered
irrelevant in consideration of the type of activity performed.
Corruption Group -
Director’s Report 102 - 103
Below is the statement of correlation between the Aspects of the Decree, the relevant topics
and the indicators envisaged by the GRI Standards Sustainability Reporting Guidelines.
Commercial
Partners
Shareholders Customers
Suppliers and
External
Competitors
Partners
Employees
Director’s Report 104 - 105
2. Group Profile
Unieuro is a leader in the distribution of consumer electronics and household electrical
appliances in Italy, driven by an omni-channel approach that comprises direct stores (237
as at 28 February 2019), franchised stores (275) and the digital platform unieuro.it. The
company is based in Forlí and has a central logistics platform in Piacenza; it numbers a
workforce of more than 4,700 employees). List on the STAR segment of Borsa Italiana
since 2017, Unieuro recorded revenues of 2.1 billion euros in the year ended as at 28
February 2019.
Valle d'Aosta 5 10 15 7 10 17 7 10 17
Lombardy 378 328 706 371 311 682 331 291 622
Piedmont 200 274 474 213 275 488 205 266 471
Trentino Alto
Adige 21 24 45 18 12 30 18 16 34
Veneto 304 239 543 262 189 451 266 199 465
Friuli Venezia
Giulia 69 72 141 49 57 106 49 57 106
Abruzzo 31 31 62 28 31 59 7 6 13
N°
Marche 122 105 227 134 113 247 48 51 99
Umbria 17 14 31 17 14 31 15 15 30
Molise 24 15 39 25 15 40 12 5 17
Lazio 409 352 761 421 365 786 265 252 517
Campania 20 7 27 19 9 28 15 10 25
Basilicata 35 24 59 32 16 48 32 16 48
Calabria 11 15 26 11 15 26 11 15 26
Sicily 14 14 28 33 43 76 34 45 79
Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902
PASSION CLOSENESS
In the desire to do, Both territorial
to grow, and in the timely
to anticipate and accurate
understanding of its
customers’ needs
EXPERIENCE COMMITMENT
Inherent in the history In activities, actions
and tradition and towards the
of Unieuro community
All 512 direct and franchise stores are distinguished by the Unieuro brand, one of the most
recognisable and established in the sector, with a claim - “Batte. Forte. Sempre”– which is
quite unique and memorable on the retail scene. Today, the Unieuro brand presents itself
as the sole interlocutor of a coherent communication ecosystem on all channels, online
and off-line.
Director’s Report 106 - 107
Through the five different distribution channels - integrated and converging - in which
it operates, Unieuro markets a wide range of electronic consumer products, household
electrical appliances and accessory services. In greater detail, the Company operates in
the following product categories:
In addition to the sale of products from third-party suppliers, Unieuro S.p.A. also markets
products with proprietary brands. This is particularly some lines of appliances, large and
small, produced by third parties that are marketed under the “Electroline” brand.
The subsidiary Monclick S.r.l., on the other hand, sells IT, electronic and telephone system
products and electrical appliances through the e-commerce platform in Italy, guaranteeing
a comprehensive purchasing experience, completed through the home delivery and
installation of the chosen product. It also operates in the segment known as Business
to Business to Consumer (B2B2C), where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to
accumulate points or participate in competitions or incentive plans.
Unieuro is a member of external associations, both on a national and local level, with
a view to optimising its public and institutional relations. Nationally, the Company is a
member of Aires (Italian Association of Retailer Specialised Appliances), which brings
together the main companies and distribution groups specialised in consumer electronics
and household appliances, in turn a member of Confcommercio Imprese per l’Italia.
Since 05 April 2018, Unieuro has been chairing Confimprese, which groups primary
operators with direct and franchised distribution networks, regardless of the product
sector in which they operate.
At a local level, on the other hand, Unieuro is associated with Confindustria (Forlì), Ascom
(Forlì) and Confapi (Piacenza), to protect its interests in the territories in which the head
office and the logistics hub are located respectively.
Shareholding and corporate structure
On 4 April 2017, Italian Electronics Holdings S.r.l. (IEH) - up until that point the sole
shareholder of Unieuro S.p.A. - placed on the STAR Segment of the MTA (telematic
stock market) organised and managed by Borsa Italiana S.p.A. 31.8% of the Company,
equal to 6,363,637 ordinary shares, at a price of Euro 11 per share. On 03 May 2017, the
greenshoe option granted by IEH was partially exercised, for 537,936 shares. Therefore,
the placement covered a total of 6,901,573 ordinary shares of Unieuro S.p.A, equal to
34.51% of the share capital, for a total value of approximately 75.9 million euros.
On 17 October 2017, the partial demerger of IEH into eight newly established companies
took place. Following the transaction, IEH is indirectly invested in 100% by the private
equity fund Rhône Capital and is the majority shareholder of Unieuro through its holding
of 33.8% of the share capital.
On 1 October 2018, Amundi Asset Management, Europe’s largest asset manager in terms
of assets under management, and amongst the top ten worldwide, declared that it held
5% of the Company’s shares under non-discretionary management of investments,
thereby making it the third largest shareholder of Unieuro.
On 28 November 2018, the shareholder agreement that bound the shareholders previously
grouped together in IEH and originally stipulated on 10 December 2016, came to an end.
On 09 January 2019, the agreeing shareholders agreed to confirm some of the provisions
of said shareholder agreement through the stipulation of a new shareholder agreement,
which ended on 31 January 2019.
Director’s Report 108 - 109
Share capital %
The Unieuro Group, created following the acquisition of Monclick, consists of a parent
company (Unieuro S.p.A.) and the wholly owned subsidiary Monclick S.r.l, consolidated
starting from 1 June 2017.
During its interfacing with the financial market, Unieuro was called to demonstrate that it
could make its vision concrete, as proposed to potential investors since the IPO.
38
Source: Consob, relevant shareholders Unieuro S.p.A.
39
Source: re-processing of the results of the register of shareholders as at 12 June 2018
The main issues that emerged in the talks with investors concerned the sustainability
of the business in light of a highly competitive market and the growing penetration of
e-commerce, with the consequent pressure on operators’ margins. Close attention was
paid to the Company’s external growth operations, the characteristics and reasons of which
were at the heart of numerous meetings and conference calls. The investors also focussed
on the evolution of the ownership structure and the sustainability of the Company’s profits
and cash flows, as well as its capacity to accordingly remunerate capital.
Environment
The Group companies operate in the retail sector of small and large household appliances,
mainly through the retail and e-commerce channel, where there are environmental risks
related above all to compliance with the current applicable legislation governing waste
disposal, which could imply limitations on business activity or significant additional costs.
Specifically, there is the risk of incorrect or non- disposal of waste, in particular of the so-
called WEEE (Waste Electrical and Electronic Equipment). Unieuro is in fact among the
subjects that are obliged to the free collection of WEEE, as well as the possession of the
technical requirements for carrying out the activities of preliminary deposit, collection,
subsequent transport and conferment.
The Group Code of Ethics promotes the management of waste in compliance with
current regulations, through selected suppliers, requiring a verification of authorisation,
registration and communication of third parties, as necessary to the activities and
traceability of the process and chain control. Moreover, in order to oversee said risk, the
Group has also adopted a specific operating manual that defines roles and responsibilities
for the proper management of WEEE disposal. For more details, reference is made to the
paragraph entitled “Waste management”.
Clients
As a retail distributor of consumer goods, the Group is exposed to the risk of actions
for product liability pursuant to the provisions of the Consumer Code (Italian Legislative
Decree no. 205/2006). The sale by suppliers of products harmful to the health of citizens
or not in line with European standards in terms of safety or quality of products, albeit
governed by framework agreements and subject to certification by third parties, could
in fact expose Unieuro to the risk of claims for compensation and criminal proceedings,
for damages caused by defects in products sold and negative repercussions on the
Group’s reputation with possible negative effects on its economic, equity and financial
position. Likewise, Unieuro could be exposed to reports to consumer associations or the
Competition and Market Authority (AGCM) for complaints on various accounts.
Director’s Report 110 - 111
The Unieuro Code of Ethics not only promotes relations with consumers hinged on
complete transparency and satisfaction with respect to the products and services offered,
but it also guarantees the Group’s commitment to preserving the safety of its customers.
The high standing of the suppliers chosen and the strict industry regulations currently
in force in Europe for the marketing of products (in particular the RoHs Directive40)
guarantee the best possible monitoring of such risks. For more details, reference is made
to the paragraph entitled “Consumer Health and Safety”.
Being particularly active in online sales, further potential risks for Unieuro may be related
to online attacks and the cloning of customer credit cards or personal data, but also
from malfunctions or interruptions of computer systems. Unieuro is in fact exposed to
the risk of negative repercussions on the perception of the quality of the e-commerce
service offered, caused by potential cyber frauds perpetrated by third parties. Likewise,
it is exposed to the risk that the personal data of customers and subjects with whom the
Company entertains relationships might be damaged, stolen, lost, disclosed or processed
for purposes other than those permitted.
The Group Code of Ethics requires particular caution in the processing of information
relating to corporate activity and the data of employees and third parties in general
(including customers), and undertakes to protect information generated or acquired
within the corporate structure and/or during the management of business relationships.
Unieuro S.p.A. in fact has specific control systems monitoring physical and IT accesses
to the data centre and e-mail. The Company has also implemented and shared with all
company departments, a Disaster Recovery Plan. This Plan not only sets out a series of
actions to be taken in the event of an emergency but also includes a series of measures
to be implemented from time to time, to verify validity.
Finally, Unieuro has launched a process of adaptation to the new data protection
regulation (GDPR), equipping itself with an organisational model setting out policies and
procedures that aim to mitigate possible data breaches. For more details on the privacy
aspects, refer to the paragraph on “Consumer data security”.
Personal
The Group’s results and success depend, among other things, on the ability to attract
and retain qualified personnel and those who have held key positions in the business
development stages. The loss of some of these resources could in fact affect, at least
temporarily, Unieuro’s competitive ability, activity and prospects, with possible negative
effects on its business. Additional risks may relate to inadequate or inefficient internal
communication processes, inadequate staff training and accidents, mainly deriving from
the manual moving of loads in the warehouse to goods storage sites and/or occupational
diseases.
Within the Code of Ethics, the Group undertakes to respect a series of essential principles
for human resource management. These include the principle of equal opportunities and
40
The Directive lays down rules concerning the restriction on the use of hazardous substances in Electrical and
Electronic Equipment (EEE) in order to contribute to the protection of human health and the environment,
including the ecologically correct disposal and recovery of waste EEE.
non-discrimination, to be respected both when hiring employees and thereafter, ensuring
fair, meritocratic treatment. Unieuro also undertakes to comply, in all its staff management
policies, with the National Collective Bargaining Agreements and current provisions on
employment regulations.
In order to attract and withhold its employees, Unieuro has adopted an individual
performance assessment system that examines organisational and professional conduct
and offers managerial and professional training courses to staff of both stores and offices.
The Group is also committed to creating a workplace that is open to dialogue and
discussion, giving its employees the possibility of contacting their direct manager or the
HR Department each time such may be considered necessary, through direct contact,
telephone or e-mail. For more information, please refer to the paragraph on “Staff training
and career development”.
Additionally, in order to oversee the risk of injuries at work and occupational diseases,
Unieuro S.p.A. has equipped itself with an Organisation, Management and Control Model
in accordance with Italian Legislative Decree no. 231/2001 and the related verification
protocols, in compliance with Italian Legislative Decree no. 81/2008. For more information,
refer to the paragraph on “Health and Safety at Work”.
Consistently with the Monclick business, the risk of injuries and occupational diseases is
not relevant.
Finally, please note that the assessments of the management team have not currently
revealed any activities carried out directly by the Group entailing risks of the violation
of human rights (e.g. child labour, forced labour and freedom to associate and stipulate
contracts).
Corruption
Among the activities identified by the Company as potentially susceptible to corruption,
we highlight the relationships that the company may have with the authorities and public
officials for the opening of new stores, for the organisation of promotional events or
during tax audits. There may also be incidents of corruption during inspections on health
and safety at work, on the protection of personal data or on the correct disposal of waste.
In order to minimise the risk of conduct that may be considered as corruption, the
Unieuro Group has equipped itself with a specific Anti-Corruption Policy, in compliance
with its Code of Ethics and in line with the best practices in matters of Anti-Corruption
Compliance Programme and with the international standard ISO 37001:2016.
Moreover, in order to foster the collaboration of workers and the consequent revelation
of corruption, the Group has implemented a whistleblowing policy formalised within a
Director’s Report 112 - 113
Supply chain
The Unieuro Group markets a wide range of products supplied by a large number of third
parties, including the leading global manufacturers of home appliances and consumer
electronic goods. Almost all the products marketed by the Company, as widely happens
in the reference market, are produced in countries at risk of political, economic and
social instability or potentially subject to possible import restrictions. The Company’s
success also depends on its ability to maintain lasting commercial relationships with
these suppliers: otherwise, it could have an impact on the company’s reputation and
operations, with possible negative repercussions on its economic, equity and financial
situation.
Moreover, considering the location of the main suppliers, the main environmental risks
along the supply chain are those linked to the typical business of companies producing
household electrical appliances and consumer electronics. These mainly include pollution
of the soil and water due to incorrect disposal of water and fluids, atmospheric pollution
caused by fumes brought about by the processing of materials and consumption of
electricity and fuels and incorrect waste disposal (e.g. processing and packaging waste).
From a social viewpoint and in terms of respect for human rights, the risks linked to the
supply chain mainly refer to failure to comply with reference legislation and, above all in
some countries characterised by social instability, may regard risks connected with the
violation of human rights (e.g. child labour, forced labour and freedom to associate and
stipulate contracts).
The main environmental risk connected with the supply chain relates to the risk of the
incorrect disposal of WEEE, as already mentioned in the “Environment” section of this
paragraph.
To mitigate these risks, in its Code of Ethics, the Group has laid down a series of principles
that must be respected both by Group employees, when choosing new suppliers, and
by suppliers in all relations with the Group. For more information, see the paragraph on
“Selection and management of suppliers”.
3. Governance
Unieuro has adopted a so-called traditional management system, which enhances the role
of the Board of Directors as an executive body while the audit function is delegated to
the Board of Statutory Auditors. The Company’s corporate bodies are the Shareholders’
Meeting, the Board of Directors and the Board of Statutory Auditors, whose powers
and operating methods are governed by law, by the Articles of Association and by the
resolutions adopted by the appropriate bodies, as the case may be.
The Board of Directors has set up three internal committees with consultative and
proposing functions, the Remuneration and Appointments Committee and the Control
and Risk Committee, as well as a Related Party Transaction Committee that is assigned
the tasks and functions provided for by the Consob Related Parties Regulation.
Board of Directors
The management of the Company is entrusted to a Board of Directors, pursuant to art. 12
of the Articles of Association, consisting of an odd number of members of not less than
seven and not more than fifteen. The meeting determines the number of members of
the Board of Directors from time to time, before their appointment, and within the limit
indicated above may increase during the term the number of directors who terminate
their mandate together with those in office. Directors remain in office for the term set
by the shareholders’ resolution appointing them, subject to a maximum of three financial
years and are re-eligible for office. The members of the Board of Directors must possess
the requisites of professionalism and honourableness provided for by the regulations,
also regulatory, in force and a minimum number, not less than that established by the pro
tempore legislation in force, must meet the independence requisites prescribed by the
applicable provisions.
The Company’s Articles of Association provide that the appointment of directors takes
place through the list voting mechanism and that the current Board of Directors as well
as the shareholders who alone or in concert represent the percentage of share capital
required by current legislation. Art. 14 of the Articles of Association also provides that if,
after the vote and the application of the preceding paragraph a gender balance is not
achieved as provided for by the regulations, the candidate from the most represented
gender elected last in order from the list with the highest number of votes will be
excluded and replaced by the first unelected candidate in numerical order on the same
list and from the least represented gender. If fewer candidates are elected based on the
lists submitted than there are directors to be elected, the remainder will be elected by
the shareholders’ meeting, which will ensure that the minimum number of independent
directors are elected and that the gender balance required by regulations is achieved.
If no lists are submitted or if the directors are not appointed for any reason in accordance
with the procedures established herein, the shareholders’ meeting will act according to
Director’s Report 114 - 115
the statutory majority, in compliance with any minimum allotment ratio between genders
(male and female) provided by law and regulations.
Membership of groups
Assignment Age Gender Type Independence of stakeholders
Total 7 0 7 7 0 7 6 1 7
The members and the Chairman of the Committee are appointed by the Board of
Directors.
The Remuneration and Appointments Committees number three directors, of whom two
are non-executive and independent and one is non-executive.
Statutory Auditors remain in office for three financial years. Their term of office expires
on the date of the shareholders’ meeting convened to approve the financial statements
for their third year in office.
Director’s Report 116 - 117
Statutory Auditor 53 M
Statutory Auditor 52 M
Alternate auditor 46 M
Alternate auditor 68 M
Total 5 0 5 5 0 5 5 0 5
The Company has adopted an Organisation, Management and Control Model in accordance
with Italian Legislative Decree no. 231/2001, which can prevent unlawful conduct by
its directors, employees and collaborators subject to management or supervision by
the Company. Although the adoption of the Model 231 at the time of its adoption did
not constitute an obligation, but an optional choice assigned to each individual body,
the Company decided to adapt by launching a project to analyse its organisational,
management and control tools, verify the correspondence of the behavioural principles
and of the existing safeguards with respect to the requisites envisaged by Legislative
Decree no. 231/2001 and, where necessary, proceed with the integration of the system
in force. Through the adoption of the Model 231, Unieuro S.p.A. intends to prevent and
combat the commission of crimes and to promote a corporate culture based on legality,
compliance with regulations and internal regulations.
To guarantee the effective implementation of the models, a Supervisory Body (SB) has
been appointed that verifies the implementation and effectiveness of Model 231.
In March 2019, the Organisation, Management and Control Model was updated with the
new offences considered under 231 and the provisions on whistleblowing (Italian Law no.
179 of 30 November 2017 - “Provisions for the protection of those reporting crimes or
irregularities of which they have become aware during their public or private employment”).
Indeed, addressees of the 231 Model are offered a reporting system through which to
highlight unlawful conduct, on the basis of precise, consistent elements of fact (Art. 6,
paragraph 2-bis of Italian Legislative Decree 231/2001). The reports are collected through
specific channels (the Whistleblowing Portal), made available on the company intranet
and the e-mail address odf@unieuro.com) and managed in line with respect to the
provisions of the recent Whistleblowing Policy (adopted starting March 2019).
To share values, principles and behavioural rules with their collaborators and communicate
them to all other stakeholders in order to build a transparent reality geared towards
compliance with ethical and behavioural standards, Unieuro has also adopted a Code of
Ethics in which it requires its employees and collaborators to operate in compliance with
the laws in force, professional ethics and internal regulations, in no way justifying conduct
contrary to the principles of fairness and honesty. Unieuro’s success cannot be separated
from ethics in the conduct of business and, consequently, the competitive context in
which it operates must be inextricably linked with ethical sensitivity, social involvement
and respect for the environment.
In addition to the principles and rules of conduct outlined in the Code of Ethics, the
Organisational, Management and Control Model identifies the so-called “sensitive”
activities to the offences referred to in Legislative Decree no. 231/2001, including the
crime of corruption, and defines specific control measures to support the instrumental
processes deemed to be exposed to the potential risk of commission of offences. A system
of sanctions is also adopted aimed at ensuring the effective implementation of Model 231
and outlining information and training activities on the contents of the same. The training
courses are provided in the classroom with regard to the top managers (Directors and
Area Managers) and through the e-learning platform for the remaining employees. During
FY 2017/18, training involved 2,390 employees, excluding the members of the Board of
Directors. They have been rescheduled for delivery for FY 2019/2020, consistently with
the latest regulatory update on Model 231. As already mentioned above, thanks to the
whistleblowing system implemented, Unieuro also establishes the methods through
which to report unlawful or illegitimate action, conduct or omissions, which constitute or
may constitute breach or inducement to breach the Group’s control measures.
Director’s Report 118 - 119
On the basis of the principles defined in the Code of Ethics and in supplementation of the
Model 231, in March 2019, Unieuro defined a specific Anti-Corruption Policy, which lays down a
series of rules for staff to follow in order to strengthen anti-corruption control measures. More
specifically, the Policy establishes the obligation to adhere to anti-corruption rules, providing
a definition of what may be interpreted as corruption and establishing the obligation to
report any unlawful practices in which staff may be actively or passively involved.
Performance indicators
During the risk assessment activities carried out by the Company during the 2016/17
financial year in order to identify “sensitive” activities and processes deemed to be
exposed to the potential risk of commission of offences pursuant to Legislative Decree
231/2001, ten processes were mapped, of which seven were at risk of commission of the
crime of corruption. At the same time, the related procedures and controls were defined.
During the 2018/19 financial year, no reports were found for the Group that concerned
incidents involving corruption.
4. Employees
Personnel Management
The Unieuro Group employs 4,708 resources, up approximately 3% compared to the
previous year mainly following the acquisition and subsequent relaunch of a total of 14
stores previously managed by competitors.
Employees are divided between business activities (clerks, cashiers, storekeepers and store
managers), amounting to 4,361 employees, and support activities (employees, specialists,
coordinators, managers, director of headquarters functions (Finance and Control,
Commercial, Omnichannel, Marketing, Property, Technical Office, Human Resources, IT,
Logistics, Service, Customer Care and Sales, Investor Relations), equal to 347 employees.
The majority of the resources, 86%, are employed on permanent contracts, thereby
guaranteeing the Group the possibility to retain qualified personnel within the company.
Through the e-mail address managed by the Supervisory Body as the recipient,
communicated to all employees, it is possible to send reports for violations of the Code
of Ethics or Model 231. This tool allows to establish a direct dialogue with the supervisors
and guarantees the anonymity of the reporter.
Unieuro has formalised a system that provides annual assessment interviews and direct
interviews with store personnel by store managers and, informally, the Area Managers,
during which employees can report any problems in a climate of open dialogue and
mutual exchange.
Performance indicators
Total 2,374 2,334 4,708 2,385 2,188 4,573 1,992 1,910 3,902
Director’s Report 120 - 121
North 240 198 438 239 166 405 170 120 290
North 1,269 1,250 2,519 1,201 1,176 2,377 1,146 1,145 2,291
Centre 581 550 1,131 543 507 1,050 369 390 759
South
and Islands 222 170 392 277 240 517 235 199 434
Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902
In addition to the selection process, the Company undertakes to respect diversity and equal
opportunities at every stage of the relationship with its employees by adopting criteria based
on merit and competence also in remuneration policies. The Group’s commitment is enshrined
in the Code of Ethics, where it is reiterated that the physical and moral integrity of employees
is considered a primary value for the Group, which aims to ensure for its employees the right
to working conditions that are always mindful of the dignity of the person.
This commitment took the form of training courses for managers in the course of the
2018/19 financial year, focused on personnel management and labour regulations and
aimed at guaranteeing all workers the same opportunities, so that everyone can enjoy fair
treatment based on merit criteria and strict compliance with the law.
41
The subdivision by geographical areas is distributed as follows:
North: Valle d’Aosta, Piedmont, Lombardy, Trentino Alto Adige, Friuli Venezia Giulia, Veneto, Emilia Romagna, Liguria
Centre: Tuscany, Marche, Umbria, Lazio
South and islands: Sicily, Sardinia, Campania, Apulia, Basilicata, Molise, Abruzzo, Calabria
Confirming the Group’s commitment to equal opportunities, female presence within the
company is 48%. The age group that is composed of the largest number of employees
is between 30 and 50 years for both female and male staff. During the last financial year,
964 resources were included, of which 46% were women, with a prevalence of the under-
30s age group (55%).
Performance indicators
Executives 23 1 24 18 2 20 10 1 11
under the
age of 30 - - - - - - - - -
Between 30
and 50 years 17 1 18 14 2 16 5 1 6
age over
50 years 6 - 6 4 - 4 5 - 5
Middle
managers 38 14 52 44 14 58 48 9 57
under the
age of 30 - - - - - - 0 - -
Between 30
and 50 years 31 11 42 36 11 47 37 5 42
age over
50 years 7 3 10 8 3 11 11 4 15
Office workers 2,383 2,248 4,631 2,323 2,171 4,494 1,934 1,899 3,833
under the
age of 30 346 264 610 365 257 622 255 178 433
Between 30 N°
and 50 years 1,732 1,755 3,487 1,706 1,727 3,433 1,405 1,520 2,925
age over
50 years 305 229 534 252 187 439 274 201 475
Factory
workers - 1 1 - 1 1 - 1 1
under the
age of 30 - - - - - - - - -
Between 30
and 50 years - - - - - - - - -
age over
50 years - 1 1 - 1 1 - 1 1
Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902
under the
age of 30 346 264 610 365 257 622 255 178 433
Between 30
and 50 years 1,780 1,767 3,547 1,756 1,740 3,496 1,447 1,526 2,973
age over
50 years 318 233 551 264 191 455 290 206 496
Director’s Report 122 - 123
Total 2,444 2,264 4,708 2,385 2,188 4,573 1,992 1,910 3,902
North 365 316 681 317 232 549 170 121 291
under the
age of 30 215 178 393 217 149 366 140 88 228
Between 30
and 50 years 118 118 236 97 77 174 25 31 56
age over
50 years 32 20 52 3 6 9 5 2 7
Centre 123 101 224 330 237 567 182 125 307
under the
age of 30 76 46 122 225 153 378 148 92 240
Between 30
and 50 years 43 54 97 102 78 180 29 31 60
age over
50 years 4 1 5 3 6 9 5 2 7
South and N°
Islands 31 28 59 294 225 519 147 106 253
under the
age of 30 13 4 17 184 129 313 122 79 201
Between 30
and 50 years 16 23 39 103 84 187 20 25 45
age over
50 years 2 1 3 7 12 19 5 2 7
Total 519 445 964 941 694 1,635 499 352 851
under the
age of 30 304 228 532 626 431 1,057 410 259 669
Between 30
and 50 years 177 195 372 302 239 541 74 87 161
age over
50 years 38 22 60 13 24 37 15 6 21
Employees who have left the company, by age group, gender and geographical area
North 322 225 547 238 186 424 134 131 265
under the
age of 30 207 134 341 159 111 270 82 52 134
Between 30
and 50 years 100 79 179 68 69 137 43 69 112
age over
50 years 15 12 27 11 6 17 9 10 19
Total 483 384 867 392 293 685 179 166 345
under the
age of 30 273 190 463 230 161 391 96 62 158
Between 30
and 50 years 189 180 369 143 121 264 73 93 166
age over
50 years 21 14 35 19 11 30 10 11 21
Turnover rate42
42
The figure is calculated as the ratio between total income/expenses and total employees in the reference year.
Director’s Report 124 - 125
Despite the slight reduction with respect to FY 2017/18 (-7.3 percentage points),
the inbound turnover rate remains in any case high and mainly refers to intake as a
consequence of the acquisition of certain business units belonging to the companies
DPS Group S.r.l. (115 employees) and Galimberti S.p.A. (64 employees) as well as the
opening of 3 new sales outlets (70 employees). Still referring to the increase in Ingoing
and Outgoing turnover rates, it is noted that Unieuro S.p.A. needs to replace salespeople
involved in new colleagues training activities, who are in business trip for long periods
during the year.
On the other hand, with regard to the indicators referring to staff salaries, for the
managerial levels there is a higher value for the male gender, both for the basic salary and
for the remuneration with a difference of the two values decreasing for middle managers
and increasing for office workers compared to 2017/18. Relative to managers, the ratio of
gender relative to remuneration is not significant.
In addition to the compulsory training courses (Health and Safety, Model 231, Privacy),
the Group offers managerial and professional training courses, both for store and head
office staff. The inclusion of employees in the company and their professional growth are
supported through targeted training actions, activating insertion paths for new recruits,
programs to support continuous updating on the product news of the various product
categories (staff training) and to improve Client reception. Among the training tools
made available is the portal dedicated to training, “TrainUp!”, through which it is possible
43
The figure is calculated as the ratio between the average basic salary of men over that of women and between
the average remuneration of men over that of women.
44
The value for the “Workers” level is not reported as it is made up of only one resource.
to register for the courses, to trace all the training/informative initiatives and to collect
satisfaction questionnaires on the initiatives carried out.
To complete the training offer, since 2009 a company Academy has been active for new
store managers and affiliated entrepreneurs. Participants, who are identified through an
internal candidacy process, assessment centres and individual interviews, participate in
on-the-job and classroom training that lasts 6 months.
During the 2018/19 financial year, 34,833 hours of training were provided, to 4,417
employees, with an increase of approximately 41% on the previous year. This positive
change, proportional to the number of incoming employees recorded during the tax year
(following acquisitions by the Group and new sales outlets); it is also connected with the
cyclical nature of training obligations and an increase in resources dedicated to training45.
Performance indicators
Total 24,184 10,649 34,833 17,114 7,515 24,629 16,630 9,417 26,047
45
Starting March 2018, training relative to legal obligations in respect of health and safety at work (pursuant to
Italian Legislative Decree no. 81/2008) is managed directly by the Unieuro Safety Office, which is therefore
outsourced by the HR Office.
Director’s Report 126 - 127
Total 3,069 1,348 4,417 1,438 666 2,104 3,193 2,457 5,650
Apprentices 2,335 - -
Privacy 128 - -
46
The figure refers to the sum of the employees who participated in the training courses multiplied by the
number of courses in which each participated.
47
Training on “Client reception” during FYs 2017/18 and 2018/19 has been included under “Inclusion of newly
hired employees in the company”, hence it is delivered under the scope of this latter type of training.
Average hours of training divided by gender, level and function48
Total 9.89 4.70 7.40 7.18 3.43 5.39 8.35 4.93 6.68
Performance evaluation
The individual performance evaluation system adopted by Unieuro examines the
organisational and professional behaviours implemented by the individual employee in
light of the role held in the company, with the aim of:
• directing his performance and development towards corporate objectives and
professional behaviour towards the corporate organisational culture;
• highlight the need for training and develop its potential;
• strengthen his strengths and intervene on areas for improvement;
• to develop a sense of belonging and identification in the company mission;
• to build an organisational culture based on results and merit;
• collect feedback.
Evaluation cycles are managed by a specific portal, which monitors all phases and can
be accessed at any time by all employees. The interviews held to assess performance are
individual and involve the collaborator and their manager, in addition, if applicable, to the
Human Resource Department and/or the person responsible for the evaluation.
At the same time, Unieuro is committed to creating a work environment open to dialogue
and discussion, both on professional and personal issues. All employees and collaborators
may, for any need, contact their direct manager, or the HR function at any time, by direct
contact, by phone or by e-mail.
48
The figure is calculated as the ratio between the training hours provided and the total number of Group
employees divided by gender, level and function.
Director’s Report 128 - 129
Performance indicators
Performance evaluation
28/02/201849 28/02/2017
The policies aimed at mitigating the risks have been structured and formalised on the
basis of the internal management models used by the company, or the Model 231 and the
related verification protocols, in compliance with Legislative Decree no. 81/2008. In order
to correctly comply with the dictates of the afore-mentioned Decree, the Company also
has the task of promoting the culture of safety within the company through appropriate
information and training actions towards all staff at different levels of the organisation.
During the year, all training was therefore carried out envisaged by current health
and safety at work regulations, for a total of 11,588 hours of training delivered to 1,380
employees, of whom 71% men and 29% women (most classed as “office workers”).
In addition to training activities, the Company provides its personnel with personal
protection equipment (PPE), also aimed at mitigating the risk of accidents in the workplace,
with the main reference to the activities carried out at the sales outlets. In 2006 it also set
up a special “Help Desk” portal, accessible from all sales outlets and centrally managed by
the Technical and Services Office, which also aims to collect complaints from employees
and customers about possible violations of the safety rules.
In 2018, a new figure was included, reporting to the Prevention and Protection Service
Manager, assigned the task of organising, coordinating and monitoring staff training
activities, medical check-ups and certificates for the attendance of compulsory courses.
49
The figure posted as at 28/02/2018 is related to the performance appraisals for the period 01/03/2017 -
28/02/2018. For the period 01/03/2018 - 28/02/2019 the Company intends to pursue the same objectives as
the previous year, but it will be possible to calculate the quantitative and qualitative data not before the month
of September 2019 (end of the evaluation cycles business).
The Group’s commitment to ensuring optimal levels of health and safety management
of its employees is also evidenced by the number of recorded accidents, which stood at
a level in line with the previous year despite the increase in employees and points sale.
At the same time, the accident indexes show the low magnitude of the episodes that
occurred during the period.
Although not under the direct control of Unieuro, the accident indices of external
collaborators, employees of the cooperatives operating within the logistics centre of
Piacenza, are also reported.
Performance indicators
Accidents 56 58 114 50 40 90 53 38 91
at work 43 40 83 35 24 59 36 19 55
ongoing 13 18 31 15 16 31 17 19 36
Deaths - - - - - - - - -
N°
at work - - - - - - - - -
ongoing - - - - - - - - -
Cases of
occupational
diseases - - - - - - - - -
Accident indexes
Absentee rate 3.13 3.22 6.35 3.11 2.11 5.11 2.47 1.70 4.17
Rate of occupational
diseases (ODR) - - - - - - - - -
Accident rate (IR) 13.98 19.19 16.22 13.26 14.11 13.62 16.05 14.89 15.54
50
As regards the subsidiary Monclick S.r.l., no injuries were recorded at work.
51
Accident indexes take into account injuries at work and during travel; they are calculated as follows:
Lost working hours rate: (total number of hours lost by accidents/total hours worked) * 1,000
Absentee rate: (absence days per injury / working days in the period)
Occupational disease rate (ODR): (total number of occupational diseases/total hours worked) * 200,000
Incident rate (IR): ((total number of accidents + total number of deaths)/total hours worked) * 1,000,000
Director’s Report 130 - 131
Accidents 17 14 7
at work 14 13 7
ongoing 3 1 -
N°
Deaths - - -
at work - - -
ongoing - - -
Accident indexes
The Company signed two second level agreements with the union parties - on 13 March
and 12 April 2017 - which regulate aspects such as the incentive system, labour relations
and Sunday work, the latter with the aim of sharing the organisational and methodological
principles aimed at guaranteeing the necessary supervision at the point of sale on
Sundays of opening in respect of a fair rotation among workers and assuring a long-
term planning of Sunday openings. Additionally, agreements have been stipulated (one
on a national level52 and two more locally53) to manage surpluses at some sales outlets,
through solidarity contracts (also partly valid for 2018).
As envisaged by current regulations and in line with the CCNL of reference, in the case
of organisational changes, for example in the case of transfer of workers with executive
management responsibilities that determine a change of residence, Unieuro agrees with
its collaborators the timing of notice and, if there is no agreement between the parties,
respects the provisions of art. 170 of the CCNL that grants a written notice of 45 days or
70 days for those who have family dependants.
52
Agreement relative to 11 sales outlets (Aosta, Arma di Taggia, Asti, Bari, Cantu, Castagnito, Lamezia, Lecce,
Matera, Nardò, Sassari), through the stipulation of a solidarity contract in force from 25/09/2017 to 24/09/2018.
53
Agreements relative to the sale outlets of Siracusa and Maglie, through the stipulation of solidarity contracts in
force respectively from 17/03/2017 to 26/03/2018 and from 22/05/2017 to 21/05/2018.
Performance indicators
5. Company
Customers
In a market undergoing change and characterised by a high level of competition, the
creation of a lasting relationship with customers is closely related not only to the breadth
of the offer and accessibility of products, but also to the ability to establish a relationship of
trust and offer a quality service, close to the customer. The Unieuro approach is therefore
focused on the satisfaction and protection of its customers, with particular attention to
those requests able to improve brand reputation and to promote a real increase in the
quality of the service provided.
As required by the Code of Ethics, the Company operates with the aim of ensuring that
all relations with customers are based on full transparency, fairness and professionalism
and compliance with the law, with particular reference to the provisions on anti-money
laundering, anti-usury and transparency. Thanks to these principles, the cornerstone of
its business model, Unieuro is able to adequately manage the needs and expectations
of its customers, responding promptly to any reports or complaints, always offering a
transparent and quality service.
Unieuro’s service model is designed and developed in light of the Group’s strategic vision,
which includes not only the continuous profitable growth of the business but also the
enhancement of the customer’s centrality and the omnichannel opportunities, each
declined in all contact points through which the Company relates every day with its end
customers.
In particular, proximity to the customer means proximity, i.e. the ability to reach as many
customers as possible, both thanks to the capillarity of the network of stores, now more
than 500, and thanks to the integration of the platform unieuro.it in the digital ecosystem,
combining the functions offered by search engines and exploiting the interaction with
the main social networks, from home, via mobile and near the store itself. From an
omnichannel point of view, proximity also translates into the “click and collect” project:
the withdrawal system at the physical sales outlets of products purchased by customers
54
Relating to the II level agreements signed on 13 March and 12 April 2017, which do not include the subsidiary
Monclick S.r.l.
Director’s Report 132 - 133
on the online channel. Unieuro is in fact one of the first companies to have sensed the
potential to use the over 380 collection points, selected among its sales outlets, for orders
placed via the web, thus further getting close to its customers, wishing to shorten wait
time and avoid additional costs of delivery, as well as use alternative payment methods
to electronic money.
Through Customer Care, which is part of the Customer Relationship Management (CRM)
Department, the Group carries out constant monitoring, also with a view to avoiding
possible inefficiencies related to the delivery of products at home and the lack of
adequate availability of products during particularly successful advertising campaigns
and promotional activities. Thanks to the information gathered, Unieuro has developed
a corrective action plan that will result in an order management project to optimise
inventory stocks and respond to customer requests quickly and effectively.
Moreover, Customer Care carries out periodic analyses of defects of individual product
categories marketed, on the basis of complaints received and historic data, so as to inform
the competent Category Manager of any suppliers that may show a high rate of defects.
55
Communication tool with the customer by completing an online form available on the Company’s website.
Health and safety of consumers
Unieuro’s strength, in addition to the competitiveness and the level of service offered,
is also based on the level of trust that customers develop towards the products sold.
For this reason, the Group is committed to ensuring the highest level of quality and
protection of consumers, both in terms of safety of the product sold, and from the point
of view of protection of the data and information collected.
As regards products that are not Electroline branded, the trust in the product is protected
first of all thanks to the procurement from high profile suppliers, often international,
whose quality and reliability are a fundamental part of their positioning as market leader.
The conformity of the products with the laws and regulations on safety is, moreover,
periodically monitored by means of sample checks by the external authorities, in order
to evaluate their real characteristics and certifications in the light of the European RoHs
Directive (Restriction of Hazardous Substances Directive), laying down specific rules
concerning the restriction on the use of hazardous substances in Electrical and Electronic
Equipment in order to contribute to the protection of human health and the environment.
During FY 2018/2019, the Company did not receive any complaints or reports of non-
conformity with regulations or laws that impact consumer health and safety.
The sale of products harmful to the health of citizens or not in line with European safety
or product quality standards, albeit governed by framework agreements and certified
by third parties, could in fact expose Unieuro to the risk of claims for compensation for
damage and loss of trust by consumers. In order to monitor this risk, the Company has
activated insurance contracts relative to those aspects for which it is unable to legitimately
claim against the supplier or manufacturer.
Instead, the subsidiary Monclick promotes its business mainly on online channels, using
content management and product marketing tools in order to guarantee its correctness
in terms of product technical information and in terms of pricing of products on sale. All
under the direct control of the company management.
Director’s Report 134 - 135
The management model adopted by the Company provides for the collaboration of
experts, internal and external to the company, dedicated to the prior verification of the
feasibility of certain commercial operations (for example, sales “below cost”), as well as
to the verification of the content of information communicated outside. Specifically, the
Marketing Department must guarantee the correspondence between the characteristics
of the products presented in any communication of an advertising and/or promotional
nature and those offered for sale, with particular reference to the quantity, quality, origin
or origin of the products.
During the fiscal year, the Company recorded a single case of non-conformity of a
private label product, concerning labelling and information documentation inside the
product packaging. The proceedings ended with a sanction of Euro 84,000, which was
subsequently challenged and the administrative procedure is currently underway before
the Forlì Chamber of Commerce.
Regarding the communication and marketing activities, instead, during the last two
years, no significant incidents of non-compliance occurred. During the fiscal year, there
were 5 cases of non-conformity with provisions of the law regarding communication
and marketing activities referring to sanctions and/or administrative disputes for
“underselling” held to be irregular and for which legal proceedings are in progress, or still
at the administrative stages.
Although the Company has defined specific procedures aimed at guaranteeing the
disclosure of correct, clear and transparent information, the Company undertakes
to promptly implement the actions necessary to ensure an ever-increasing level of
transparency.
The regulation intends to strengthen and harmonize the regulatory framework regarding
the protection of personal data in the European Union and to give citizens greater control
over their personal data. The text, published in the European Official Journal on 4 May
2016 and effective from May 2018, repealed the provisions of Italian Legislative Decree no.
196/2003 for the protection of personal data.
In this respect, the Group has started a process of adjustment to the new regulation,
adopting a Privacy Organisational Model, which contains policies and procedures aiming
to mitigate all risks by means of:
• the imposition of more controlled flows of activities;
• ensuring the accountability of those appointed and external data processors;
• the provision of contractual protection to be required of suppliers;
• the preparation of technical and IT measures to increase the level of IT security.
The Group has also appointed a Data Protection Officer (DPO) to prepare the Computerised
Register of Processing and is organising a staff training process.
An anti-fraud verification system has also been installed, with specific firewall to manage
any attempts of hacker attacks, and specific encrypted protocols have been defined
to protect online transactions and avoid the risks of cloning credit cards and of the
customer’s personal data.
In addition to the systems and procedures aimed at preventing the loss of data and
information from customers, the Group carries out training and awareness-raising
activities for personnel regarding the risks connected with protecting customers’ privacy,
as well as managing a system for assigning rights access to systems with maximum
granularity and with different control points. The data and information management
model is also subject to periodic checks by the data controllers (for example, mobile
operators, financial companies, television broadcasting companies), in relation to which
Unieuro takes the position of the external manager , and possible internal audits carried
out following the reporting of anomalies.
The reports, complaints and requests made by customers in regard to data processing
(amendment or erasure) may be sent to the company through different channels:
• in person at the sales outlets;
• by telephone by means of the call centre, to the company’s certified e-mail address;
• by e-mail, through a specific address managed by the Legal Office;
• by post;
• by e-mail or fax to the address of any employee of the company.
Complaints and claims are managed by the Legal Office, for practices considered highest
risk, the consultancy can be sought of the DPO and external subjects, experts in privacy
matters.
The Unieuro S.p.A. e-mail address dedicated to privacy receives numerous requests for
changes to or erasure of data every day. Some of these are due to inconsistencies in
the transcription into the IT system of data, due to IT and/or human error, whilst others
may derive from a simple rethink by the customer on consent given previously. As at the
date of approval of this Statement, it is not possible to determine how many of these
requests derive from errors in data input (computer or human) or a simple rethink by
customers. Unieuro in fact numbers approximately 7 million active fidelity cards (of which
approximately 3 million with expressed profiling and/or contact consent) in addition to
numerous persons registered with the website.
Director’s Report 136 - 137
In order to reduce the risks deriving from such human errors, Unieuro has appointed
the company in charge of storing the hard copy fidelity card forms to analyse the data
and consent given on the forms and check consistency with the Unieuro database.
Additionally, Unieuro takes timely action to best manage all customer requests so as
to guarantee the protection of data and confidential information and avoid possible
negative consequences, both in terms of reputation and sanctions.
During FY 2018/2019, three cases of data loss were recorded. In one of these, dating back
to January 2019, a collaborator of Unieuro suffered an IT attack with consequent risk
of the loss of sensitive data. The Company reacted quickly enough to prevent any data
loss. Unieuro in any case believed it appropriate to notify the Data Protection Authority
following checks carried out jointly with the DPO.
In the other two cases, minor data breaches were generated, which did not meet the
requirements for reporting to the Authority (as confirmed by the DPO).
Management of complaints
The Company is committed to developing a constant dialogue with its customers in order
to maintain the relationship on a level of excellence. The management of complaints
and other instances with which customers express their dissatisfaction is governed by
specific procedures that ensure the taking charge of individual complaints received
both at the registered office and directly at the certified email address. In particular,
the Legal Department, together with the internal departments involved, checks each
complaint with the aim of handling it as promptly as possible, in line with the obligations
imposed by law, and to contain litigation as far as possible. In addition to the principles of
conduct, the Company has set up additional control measures to protect industrial and
intellectual property, with particular attention to the application procedures related to the
management of product sales activities. The Company, as a seller in accordance with the
Consumer Code, receives numerous complaints and out-of-court claims from consumers
and their representatives, referring to the possible non-conformity of products. To date,
around 30 judicial litigations are pending, arising from disputes not settled out of court.
In consideration of the high profile and reputational level of the main suppliers with which
Unieuro interfaces on a daily basis, their selection is currently based on economic criteria
that do not specifically target predefined social or environmental aspects. Furthermore,
the Company mainly maintains relations with the European legal offices of the suppliers
it relies on. Relations with suppliers, in any case, are always based on compliance with
current regulations and the principles of transparency, fairness and honesty, as set out in
the Code of Ethics. In particular, potential new suppliers are evaluated and selected using
objective methods, taking into account, in addition to the quality, costs and services
offered, the requirements of integrity, reputation, and professionalism, as well as the
absence of any suspicion past or present involvement in unlawful activities. On their part,
suppliers, in their relations with the Group, must undertake to guarantee the protection
of child labour and workers’ rights, as well as the safety of the environment and the
workplace. Precisely because of the nature of these suppliers, there are currently no
company procedures for the prior verification of the safety of products and information to
be provided at the marketing stage, but each purchasing manager (Category Manager),
in the ordinary management of relations with these suppliers, ensures that the risk of
errors in the data supplied regarding the products as well as the absence of the relevant
approval certifications, is monitored.
Discussions with suppliers take place constantly and continuously, once a week, with the
main suppliers, through direct meetings and telephone calls. Matters relating to price,
product and timing and methods relative to the product’s entire life cycle, are discussed.
The Company has also developed a line of private label products, purchased directly from
an intermediary company and sold to the end consumer. Starting 2018, the intermediary
has undertaken, in contracts stipulated, to respect quality standards and certifications of
standards in force on Chinese territory, where production takes place.
In regard to Monclick, please note that following the progressive rise in the percentage of
drop ship56 by Unieuro (in FY 2018/2019, even in excess of 80%), the purchases made of
goods by Monclick independently are no longer of significant amount for the purposes
of this Statement.
For this reason, in 2016 Unieuro created the “No Cyberbullying” project conceiving and
promoting the #connected hearts tour with the State Police. The choice of the project
follows the brand architecture on the values of responsibility and possibility, raising
awareness amongst the younger ones as to a responsible use of the devices through a
series of meetings in theatres throughout Italy and disseminating information material on
the sales outlets. The project, developed in itinerant form, has translated into the making
of a docu-film in which children, parents and families who have experienced cyberbullying
first hand tell their stories and their experiences. Since the start of the tour, the docu-film
has been broadcast in Italian theatres and has led teenagers to reflect on the weight
56
Sales model thanks to which the seller sells a product to an end user, without materially having it in its warehouse.
Director’s Report 138 - 139
of the words conveyed through social networks. In the theatres, the children lived the
testimonies of those who fought on the front lines, very often without any means to
defend themselves, and were able to listen to the experiences of the police authorities,
who actively contribute to the struggle and provide an immediate response to solve the
problem. In addition to the docu-film, the project also involved important awareness-
raising activities, both for employees of sales outlets through dedicated webinars and
institutions.
In FY 2018/2019, the project was renewed, also thanks to the creation of a new docu-film,
and three meetings were held (Rome, Verona and Matera) in November and January, as
well as another two meetings in March (Palermo and Catania).
In parallel with the commitment to awareness campaigns, the Company devotes particular
attention to supporting the sports in the area in which it operates and promoting the
values of sport.
In FY 2018/19, Unieuro S.p.A. supported the local basketball team as main sponsor and
sponsored the Forlí sports centre, called the Unieuro Arena.
Investments for
the community u.m. 28/02/2019 28/02/2018 28/02/2017
Environment
Unieuro strongly believes in respecting the environment and the ecosystem in which it
operates, for this reason, as described in the Code of Ethics, it carries out its activities taking
into consideration the protection of the environment and the need for a sustainable use of
natural resources, in compliance with the provisions of current environmental legislation,
undertaking to act responsibly towards the surrounding territories and communities. The
Group in fact condemns any type of action or behaviour that is potentially harmful to
the environment and territory in which it operates. Despite not presenting significant
environmental impacts, as the Group does not carry out production activities in the strict
sense, the activity carried out nevertheless requires careful management of some specific
aspects, such as the management of so-called WEEE (Waste Electronic and Electrical
Equipment) for which the Company has defined a specific procedure in compliance with
the different regulatory provisions.
Waste management
Unieuro, as a distributor of electrical and electronic equipment, falls under the legislative
obligations of Legislative Decree no. 121/2016 and 49/2014, which regulates the conduct
of free collection of electrical and electronic equipment (WEEE) of very small size, as
well as the technical requirements for the transport thereof. Collection methods vary
depending on the “dimension” of the WEEE.
Small WEEE57 may be delivered free of charge by customers to any Unieuro sales outlet,
with no obligation to buy a new equivalent appliance (termed “one for zero”). The
Company has entrusted the management of this waste to an external company, which
collects and disposes of the WEEE.
For large WEEE, the customer shall instead deliver the used appliance only upon purchase
of a new product, as long as the WEEE returned serves the same purpose as the product
purchased (termed “one for one”). In order to guarantee responsible management and to
comply with the requests for deposit and collection as sanctioned by Italian Legislative
Decree nos 121/2016 and 49/2015, the Company has adopted a specific operating manual
that defines roles and responsibilities for the proper management of WEEE disposal. The
manual requires the identification of specific areas within the company’s sales outlets,
where special containers are installed for the disposal of WEEE waste with the specific
indication of whether it is hazardous or non-hazardous equipment. The management of
the collection is facilitated by the use of the management software “RAEEgest” which,
in addition to guaranteeing the traceability of the operations, sends a notice in the event
that such waste has been registered in the warehouse for more than 45 days or has
reached the maximum weight of 3.5 tons. Once these limits have been reached, the waste
is then handed over to the carrier who takes care of the correct disposal.
Monclick has entrusted the collection and deposit of the WEEE to the “Grouping Place”
to an external company operating for and on its behalf. Once the WEEE has been
deposited, when said limits are reached, it is delivered to the carrier, which ensures its
correct disposal.
Responsible for the WEEE disposal process is the Logistics function which operates, for
collection and disposal activities, through the supervision by local operators employed
by the company. The Logistics operators audit stores to verify compliance with the
“operating manual - WEEE procedures” as well as the correct archiving of documentation.
To facilitate correct management, the manuals and other necessary information can be
consulted through the RAEEgest portal.
In addition to the WEEE, the company produces urban waste deriving from ordinary
office activities and the operational management of the stores, which mainly consist of
mixed packaging, toners and cartridges. Each type of waste is collected according to the
current laws by means of specialised companies authorised for this purpose.
57
The term “small WEEE” is used to refer to that with a dimension of the longest size of less than 25 cm.
Director’s Report 140 - 141
Performance indicators
The significant variation in the quantity of WEEE disposed of between FYs 2017/18 and
2018/19 is mainly due to the larger quantity of WEEE collected and managed by the
Group, including after the increase recorded in sales in the reference categories. It should
also be noted that in FY 2017/18, the contribution made by Monclick was limited to the
period 01 June 2017 - 28 February 2018.
As shown in the following tables, electricity consumption and related emissions rose by
around 13% compared to the previous year, due to the increased number of sales outlets,
58
The figure in tonnes has been calculated as the “number of category parts produced by estimated average
weight of the product category”. The data of the company Monclick are the result of estimates, calculated from
the data provided by the company that manages waste disposal.
59
The data refer to Unieuro S.p.A and are provided by the company responsible for the collection of waste which
issues on a monthly basis a document at each store where it declares the weight of the collected waste. As regards
the subsidiary Monclick S.r.l., during the reference period, a production of about 1.2 tons of waste disposed through
recycling (0.6 tons), composting (0.24 tons), incineration (0.3 tons) and storage (0.1 ton) was estimated.
confirming the effectiveness of the initiatives undertaken. Fuel consumption, on the other
hand, mainly composed of diesel fuel for the heating of Unieuro S.p.A. offices remained
unchanged on last year.
Fuel consumed through movements of Unieuro S.p.A. staff during the year rose by 2%.
This increase is connected with Group growth, both in terms of the number of employees
and sales outlets.
Performance indicators
Direct fuel consumption for the operation of offices and sales outlets62
Fuel from
non-renewable sources u.m. 28/02/2019 28/02/2018 28/02/2017
60
Data obtained from the utility bills sent by the energy supplier, whilst for the subsidiary Monclick, consumption
for the months of 2018 was deduced from the bills sent by the energy supplier and the month of February 2019
was estimated on the basis of the consumption recorded for that same month the previous year.
61
The conversion factors of ENERDATA 2015 were used to calculate the indirect emissions.
62
Data obtained from the utility bills sent by the supplier. The figure excludes the subsidiary Monclick S.r.l. as it
does not consume fuels.
Director’s Report 142 - 143
Kilometres travelled
by staff u.m. 28/02/2019 28/02/2018 28/02/2017
Consumption of resources
In light of the characteristics of its business, Unieuro does not detect any particular
impact related to the consumption of materials.
During the 2018/19 financial year, 290 million copies of advertising material were distributed
throughout Italy, a reduction on the previous year (310 million). The procurement takes
place from some of the main paper mills that observe strict quality and environmental
certification standards and whose products, Elemental Chlorine Free (ECF) certified as
63
The conversion factors of the Department for Environment, Food and Rural Affairs (DEFRA) 2018 were used to
calculate the emissions.
64
The mileage of company cars is derived from the fuel cards; the mileage of private cars is estimated starting
from employee expense reimbursements and dividing the total monetary value by the average cost of fuel
€0.28. For FY 2018/2019, the figure given excludes taxi costs insofar as this information was not available. The
figure excludes the subsidiary Monclick S.r.l. as not significant.
65
The conversion factors of the Department for Environment, Food and Rural Affairs (DEFRA) 2018 were used to
calculate the emissions.
they do not use organic elemental chlorine in the whitening phase, contain on average
40% of recycled fibre, while the remaining 60% comes from cellulose obtained from
forests managed according to the PEFC (Program for Endorsement of Forest Certification
schemes) and FSC (Forest Stewardship Council) standards.
Performance indicators
Consumption of resources66
66
The calculation of paper consumption was estimated by multiplying the number of copies purchased and
distributed by the average weight of 22 grams.
Director’s Report 144 - 145
GRI
Standard Description Notes Contact information
General Standards
Organizational Profile
Strategy
Annual Financial Report
102-14 Statement by the Chair (at February 2019)
Governance
Stakeholder Engagement
Reporting Practice
List of entities included in the consolidated
financial statements and those not included in
102-45 the sustainability report p. 3
GRI Notes/
Standard Description Omissions Contact information
200 Economic
205 Anti-Corruption
300 Environment
301 Materials
302 Energy
305 Emissions
401 Occupation
406 Non-discrimination
8 May 2019
Notes 160
1. Introduction 160
2. Criteria adopted for preparation of the consolidated financial
statements and summary of the accounting principles 161
2.1 Basis of preparation of the consolidated financial statements 161
2.2 Preparation criteria for the consolidated financial statements 161
2.3 Statement of compliance with IFRS 162
2.4 Consolidated financial statement schedules 162
2.5 Consolidation policies and scope of consolidation 163
2.6 The use of estimates and valuations in the preparation
of the consolidated financial statements 164
2.7 Accounting standards 167
2.7.1 Changes to the accounting standards 167
2.7.2 Key accounting standards 171
2.8 New accounting standards 187
3. Information on financial risks 189
3.1 Credit Risk 189
3.2 Liquidity Risk 190
3.3 Market Risk 191
3.3.1 Interest rate risk 191
3.3.2 Currency Risk 192
3.4 Fair value estimates 193
4. Information on operating segments 194
5. Notes to the individual items of the consolidated financial statements 196
5.1 Plant, machinery, equipment and other assets 196
5.2 Goodwill 199
5.2.1 Impairment test 200
5.3 Intangible assets with a finite useful life 206
5.4 Deferred tax assets and deferred tax liabilities 208
5.5 Other current assets and other non-current assets 211
5.6 Inventories 212
5.7 Trade receivables 213
5.8 Current tax assets and liabilities 215
5.9 Cash and cash equivalents 215
Consolidated Financial Statements 152 - 153
Year ended
Note that as required by IFRS 3, Unieuro has reviewed the provisional allocation of the cost of the
67
business combination of the business unit Cerioni in order to reflect new information about the
circumstances at the acquisition date.
Consolidated Financial Statements 154 - 155
Year ended
Profit/(loss) of the Group for the financial year 5.10 28,895 10,958
Year ended
Income taxes 47 59
Total other components of comprehensive income
that are or could be restated under profit/(loss) for
the consolidated year 5,10 (124) (191)
Other components of comprehensive income that will
not subsequently be restated under profit/(loss) for
the consolidated year:
68
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e.
1 March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations. For more details, please
refer to Note 2.7.1 Changes to the accounting standards of the Consolidated financial statements as at 28
February 2019.
Consolidated Financial Statements 156 - 157
Year ended
Adjustments for:
58,527 42,399
Changes in:
Cash flow
(Amounts in Extraordinary hedge
thousands of Euros) Notes Share capital Legal reserve reserve reserve
Balance as
at 28 February 2017 5.10 4,000 800 55,223 0
Profit/(loss) for the
consolidated period - - - -
Other components of
consolidated comprehensive
income - - - (191)
Total statement of
comprehensive income for
the consolidated year - - - (191)
Distribution of dividends - - - -
Share-based payment settled
with equity instruments - - - -
Total transactions with
shareholders - - (46,810) -
Balance as
at 28 February 2019 5.10 4,000 800 0 (315)
Reserve for
actuarial gains/
(losses) on Reserve for Profit/(loss) Total Non- Total
defined benefit share-based carried shareholders’ controlling shareholders’
plans payments Other reserves forward equity interest equity
85 - - (106) - (106)
- - - - - - -
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017.
The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned
by Unieuro, is a company under Italian law with its registered office in Vimercate at Via
Energy Park 22, which sells online I.T., electronic, telephone products and appliances in
Italy through its website www.monclick.it, offering a catalogue with over 70,000 items
and guaranteeing a comprehensive purchasing experience completed through the home
delivery and installation of the chosen product. It also operates in the segment known as
B2B2C, where the customers are operators which need to purchase electronic products
to distribute to their regular customers or employees to accumulate points or participate
in competitions or incentive plans.
The Group’s mission is to accompany customers in all phases of their shopping experience,
placing them at the centre of an integrated ecosystem of products and services with a
strategic approach focusing on accessibility, a local presence and nearness.
Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.
On 01 March 2019, Unieuro completed a contract for the purchase of 100% of the share
capital of Carini Retail S.r.l. (hereinafter also referred to as “Carini Retail”). The price agreed
by the parties was Euro 17,400 thousand. Through this acquisition, Unieuro announced
its launch in Sicily, a region numbering five million inhabitants, up until that point poorly
covered. The transaction took place through the acquisition of 100% of the share capital
of a newly-established company owning 12 sales outlets in Sicily, belonging to Pistone
S.p.A., one of the most important shareholders of the Expert buying group operating in
Italy, with registered office in Carini (Palermo).
On the basis of information available as at the date of the Annual Financial Report, Unieuro’s
Consolidated Financial Statements 160 - 161
major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics Holdings
S.à.r.l.69 (accounting for the funds managed by Rhone Capital) with 33.8% and Alfa S.r.l.69
(Dixons Carphone plc) with 7.2%. Some shareholders that can be traced to the Silvestrini
family70 hold 5.1%, the asset management company Amundi Asset Management69 has 5% of
the capital of Unieuro, and, finally, some top managers of Unieuro70 jointly hold 1.8%.
Please note that 28 November 2018 marked an end to the Shareholder Agreement
regarding Unieuro S.p.A., as stipulated on 10 December 2016, as subsequently amended,
by and between Italian Electronics Holdings S.à.r.l., Alfa S.r.l., Alexander S.r.l., Victor S.r.l,
GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest S.r.l. and Theta S.r.l., with reference
to the shares held in the Company’s share capital. On 09 January 2019, the agreeing
shareholders agreed to confirm some of the provisions of said shareholder agreement
through the stipulation of a new shareholder agreement, which ended on 31 January 2019.
As at the date of the Annual Financial Report, Italian Electronics Holding S. à r.l., in light of
the current shareholding structure it is therefore the relative majority shareholder.
Below are the preparation criteria, the main accounting principles and valuation criteria
adopted for the drafting of the consolidated financial statements. These principles and
criteria were applied consistently to all the years presented within this document.
69
Source: Consob, relevant shareholders Unieuro S.p.A.
70
Source: re-processing of the results of the register of shareholders as at 12 June 2018
Please see the Report on Operations for information regarding the nature of the company’s
operations and significant events after the balance sheet date.
The Consolidated Financial Statements are presented in Euros, the functional currency
of the Group. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.
Subsidiaries
These are companies over which the Group exercises control as defined by IFRS 10. This
control exists when the Group has the power, directly or indirectly, to determine the
financial and operating standards of an enterprise to obtain benefits from its activities.
The financial statements of the subsidiary are included in the consolidated financial
statements from the date on which control over it was assumed until this control ceases.
For the purposes of consolidation of the subsidiaries, the total integration method is
applied, thus assuming the full amount of the financial assets and liabilities and all costs
and revenues. The book value of the consolidated investment is then eliminated from the
related shareholders’ equity. The share of shareholders’ equity and the result relating to
the minority shareholders is shown respectively in a special item in shareholders’ equity
and in the consolidated income statement.
In accordance with IFRS 3, the subsidiary acquired by the Group is accounted for using
the purchase method, whereby:
• the acquisition cost is the fair value of the divested assets, considering the issuance of
equity instruments, and liabilities assumed, plus directly attributable transaction costs;
• the excess of the acquisition cost compared to the market value of the Group’s share
in the net assets is recorded as goodwill;
• if the acquisition cost is less than the fair value of the Group’s share in the net assets of
the acquired subsidiary, the difference is recognised directly in the income statement.
Recoverable amount
Non-current assets include property, plant, machinery, equipment and other assets,
goodwill, software and trademarks, equity investments and other non-current assets. The
Group periodically reviews the book value of non-current assets held and used and the
book value of assets that are held for sale, when the facts and circumstances require this
review. The company tests goodwill for impairment at least once a year and whenever
events or circumstances indicate a possible impairment loss. The company regularly
Consolidated Financial Statements 164 - 165
Obsolescence Provision
The stock write-down provision reflects management estimates regarding the
expected impairment of the assets, determined based on past experience and historical
performance and expected performance of the market, including following specific
actions by the Company. It also considers specific actions introduced by the company
in order to align the carrying amount of inventory to the lower of its cost and estimated
realisable value.
Assets from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that the Group offers to its customers.
This service is sold directly at the sales outlets through the recognition of an additional
amount over and above the product sold. Sales staff are recognised an incentive for each
additional sale made of extended warranty services.
When warranty services are sold, the Group records an asset equal to the vale of the
premiums paid to employees and then recognises this asset as a cost throughout the
time that the service is being provided. The release of this asset as a cost is determined
by the estimated interventions for repairs under warranty, consistently with the reversal
of the liability form the contract relative to the sale of the extended warranty service.
Trade payables
The Unieuro Group has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.
Liabilities from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that the Group offers to its customers.
This service is offered by the Group and its affiliates and it is sold directly at the points of
sale against an additional amount over and above the sales price.
The warranty extension compared to the legal requirement can be in timing (more years
covered) and/or the risks covered (e.g., product damage) depending on the product
category sold.
When the warranty service is sold, the Group recognises a liability equal to the sales value
of said service and then reclassifies it to revenue over the service term. This reclassification
of said liability as a revenue is calculated considering the estimated number of repair work
interventions during the warranty period. These are estimated using historical information
on the nature, frequency and cost of the work provided under warranty spread out over
time to simulate the future occurrence of these events.
Provisions
The Group creates a provision for disputes and legal proceedings under way when it
is considered probable that there will be a financial outlay and when the amount of
the relative expenses can be reasonably estimated. If it is unable to estimate the cash
Consolidated Financial Statements 166 - 167
disbursement or if such disbursement becomes probable, the company does not set up
a provision but simply discloses the event in the notes.
During the normal course of business, the Group monitors the status of the disputes which
are ongoing and consults with its own legal and tax advisors. It is therefore possible that
the value of the provisions for the disputes and lawsuits involving the Group may change
as a result of future developments in the proceedings that are ongoing.
Hedging derivatives
The fair value of derivatives is estimated using the prices on regulated markets or
provided by financial counterparts. In their absence, management estimates fair value
using valuation models that consider subjective variables, such as, for example, estimated
cash flows and price volatility.
IFRS 15
On 28 May 2014 the IASB published the document that requires a company to report
revenues at the time of the transfer of control of goods and services to customers at
an amount that reflects the sum it expects to receive in exchange for these products or
services. The new revenue reporting model defines a five step process to achieve this
purpose:
1) Identification of the contract with the customer;
2) Identification of the service;
3) Calculation of the consideration;
4) Allocation of the consideration related to the performance of the service;
5) Recognition of the revenues related to the performance of the service.
The IASB anticipates adoption from 1 January 2018 and the European Union endorsed
it on 22 September 2016. In addition, on 12 April 2016 the IASB published amendments
to the principle: Clarifications to IFRS 15 “Revenue from Contracts with Customers”, also
applicable from 1 January 2018. The amendments are designed to clarify the methods
through which to identify companies are Principals or Agents and to decide whether
licence revenues should be rediscounted for the entire duration.
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first
time adoption (i.e. 1 March 2018). Therefore, the information relating to the comparison
period have not been restated, namely they are presented in accordance with IAS 18, IAS
11 and the related interpretations.
Group sales are mainly made to the end consumer, who pays the price of sale upon
collecting the product, i.e. at the time the entity fulfils its obligation. Sales made to the
Indirect channel and B2B channel are recorded at the time of the transfer of control of
goods and services at an amount that reflects the sum it expects to receive in exchange
for these products or services. For more details, please refer to Note 2.7.2 Key accounting
standards.
The table below summarises the impact, net of taxes, of the adoption of IFRS 15 on
retained earnings and non-controlling interests as at 1 March 2018.
The table below summarises the effects of the application of IFRS 15 on the individual items
involved in the statement of financial position as at 28 February 2019 and the statement
of profit/(loss) and other components of comprehensive income at 28 February 2019.
Consolidated Financial Statements 168 - 169
28 February
2019 Balances
without
considering the
28 February effect of the
2019 application of
(Amounts in thousands of Euros) Notes As reported Adjustments Reclassifications IFRS 15
Plant, machinery, equipment and
other assets 84,942 - - 84,942
28 February
2019 Balances
without
considering the
28 February effect of the
(Amounts in 2019 application of
thousands of Euros) Notes As reported Adjustments Reclassifications IFRS 15
More information about the significant changes and their impact is given below.
IFRS 9
As described above, the Group began applying IFRS 9 starting 01 March 2018. Based
on the analyses conducted, the adoption of new accounting standard IFRS 9 Financial
Instruments, has not led to significant impacts in the consolidated financial statements
ended 28 February 2019. In particular the new provisions of IFRS 9: (i) modify the
classification and valuation model for financial assets; (ii) introduce a new method for
writing down financial assets that takes into account expected losses (the (i) modify
the classification and valuation model for financial assets; (ii) introduce a new method
for writing down financial assets that takes into account expected losses (the expected
credit losses); and (iii) amend the provisions regarding hedge accounting.
When an entity disposes of an operation within a CGU or group of units to which goodwill
has been allocated, the goodwill associated with that operation should be included in the
carrying amount of the operation when determining the gain or loss on disposal. The
goodwill disposed of in those circumstances is measured based on the relative values of
the activity disposed of and the portion of the units retained.
Any profits from the purchase of a company at favourable prices are immediately
recognised in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognised as expenses
in the profit/(loss) of the year in which they are incurred.
After initial recognition, goodwill is not amortised and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.
Transactions under common control are recognized at their carrying amount, i.e.,
without recognising a gain, pursuant to the IFRS and the guidance of OPI 1 (Assirevi’s
preliminary considerations about the IFRS) about the accounting treatment of business
combinations of entities under common control in the separate and consolidated financial
statements. According to these guidelines, in the event of business combinations in
which the acquired company is controlled by the same entity, whether before or after the
acquisition, the net assets must be recognised at their book value recorded in the books
of the acquired company prior to the operation. If the transfer values are higher than
these historical carrying amounts, the difference is eliminated by adjusting the acquirer’s
equity downwards.
• Level 2: inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly. If the asset or liability has a
specified term, a Level 2 input must be observable for substantially the full term of
the asset or liability. Level 2 inputs include the following: quoted prices in markets
that are not active or interest rates and yield curves observable at commonly quoted
intervals; and
• Level 3: unobservable inputs for the asset or liability. Unobservable inputs are used to
measure fair value to the extent that Levels 1 and 2 inputs are not available. However,
the fair value measurement objective remains the same, i.e., an exit price at the
measurement date, reflecting the assumptions that market participants would use
when pricing the asset or liability, including assumptions about risk.
Plant, machinery, equipment and other assets (property, plant and equipment)
Recognition and measurement
Property, plant and equipment are measured at acquisition cost including any directly
attributable costs less any accumulated depreciation and any accumulated impairment
losses.
Any financial expenses incurred for the acquisition or construction of capitalised assets for
which a specific period of time is normally required in order to render the asset ready for
usage or sale, are capitalised and amortised throughout the life of the asset class they refer to.
All other financial expenses are recognised in the income statements during the year they
refer to.
If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognised separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognised in the income statement during
the year in which the elimination takes place.
Subsequent expenditures
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognised in this category are added to the book value of the
element they refer to and they are capitalised only if they increase the future economic
benefits of the asset itself. All other costs are recognised in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalised, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalised and amortised on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognised in the income statement in the year in
which they are incurred.
Assets under construction are recognised at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.
Amortization
Depreciation of an asset begins when it is available for use and ceases at the earlier of the
date that the asset is classified as held for sale in accordance with IFRS 5 and the date that
the asset is derecognized. Any changes to the amortization plan are applied prospectively.
The depreciable amount is the asset’s carrying amount less its estimated net sales value
at the end of its useful life, if material and reasonably determinable.
Depreciation rates are calculated considering each asset’s estimated useful life and the
internal utilization plans that consider the asset’s technological and physical wear and tear
and their estimated realisable value net of scrapping costs. When the asset comprises
more than one material component with different useful lives, depreciation is calculated
separately for each component. When events occur that indicate possible impairment of
tangible fixed assets, or when there are significant reductions in the market value of these
assets, significant technological changes or significant obsolescence, the net book value,
regardless of the depreciation that has already been recognised, is subject to verification
based on an estimate of the current value of future cash flows and eventually adjusted. If
the conditions for the impairment loss no longer exist in the future, the impairment loss
is reversed back to the carrying amount the asset would have had (net of depreciation)
had the impairment loss never been recognized.
Depreciation is calculated on a straight-line basis over the asset’s estimated useful life
using the following rates:
Category % used
Fixtures 15%
Automobiles 25%
value. After initial recognition the intangible fixed assets are recognised at cost, net of
amortization and any accumulated impairment.
Key Money paid for store openings is considered as a cost related to a real estate lease
and is generally regarded as an asset with a finite useful life determined by the underlying
contract period. These are initially capitalised at cost and after initial recognition, they
are carried at cost less any accumulated amortisation and any accumulated impairment
losses.
Subsequent expenditures
Costs incurred subsequently to purchase are capitalised only when the expected future
economic benefits which are attributable to the asset they refer to are increased. All
other subsequent costs are recognised in the income statement once incurred.
Amortization
Intangible assets are amortized over their useful lives and are tested for impairment
whenever there is an indication of a possible impairment loss. The amortization period
and method are reviewed at each annual reporting date or more frequently if necessary.
Any changes to the amortization plan are applied prospectively.
The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognised in profit and loss in the year during which the elimination
takes place.
Category % used
Software 20%
Based on the duration of the lease starting from
Entry rights the date that the shop opens
Based on the duration of the lease starting from
Key Money the date that the shop opens
Brands 5-10%
Financial assets
The Group determines the classification of its financial assets on the basis of the business
model adopted for their management and the characteristics of the related cash flows
and, where adequate and permitted, revises this classification at the end of each year.
An assigned receivable is eliminated if the assignment provides for the total transfer of
the connected risks and benefits (contractual rights to receive the flows from a financial
asset). The difference between the book value of an assigned asset and the consideration
received is recognised amongst financial items of income.
At subsequent measurement, the financial assets at amortised cost, with the exception
of receivables with no significant financial component, are discounted using the effective
interest rate. The effects of this measurement are recognised amongst the financial items
of income.
With reference to the impairment model, the Group measures receivables adopting an
expected loss logic.
For trade receivables, the Group takes a simplified approach to measurement, which does
not require the recording of periodic changes to the credit risk, as much as it does the
booking of an expected credit loss (an “ECL”), calculated over the lifetime of the receivable
(the “lifetime ECL”); more specifically, trade receivables are entirely written-down where
there is no reasonable expectation to recover such (e.g. situations of bankruptcy).
The impairment applied in accordance with IFRS 9 is booked to the Consolidated Income
Statement net of any positive effects linked to releases or write-backs and is stated
amongst operating costs.
b) Financial assets measured at fair value through other comprehensive income (“FVOCI”)
This category includes financial assets for which the following requirements are met:
(i) the asset is held under the scope of a business model the aim of which is both to
collect on contractual cash flows and to sell the asset; and
(ii) the contractual terms of the asset envisage cash flows represented purely by payments
of principal and interest on the amount of principal to be repaid.
These assets are initially recognised on the financial statements at fair value, increased
by any accessory costs directly attributed to the transactions that generated them. At
subsequent measuring, the measurement applied at the time of booking is updated and
any changes in fair value are recognised on the statement of comprehensive income.
With reference to the impairment model, please refer to the description detailed in point
a) above.
c) Financial assets measured at fair value through profit and loss (“FVPL”)
This category includes financial assets that are not classified elsewhere in previous
categories (i.e. residual category). They are mainly derivatives.
Consolidated Financial Statements 176 - 177
Inventories
Inventories are measured at the lower of the cost and net realizable value. The cost of
inventories includes all costs required to bring the inventories to their current location
and status. It includes in particular the purchase price and other costs which are directly
attributable to the purchase of goods. Trade discounts, returns and other similar items
are deducted in determining the costs of purchase. The method used to allocate cost is
the weighted average cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.
Financial liabilities
Financial liabilities are initially recognized at the fair value of the consideration received
net of directly related transaction costs. After initial recognition, the financial liabilities are
measured using the amortised cost criteria, applying the effective interest rate method.
Discounting using the effective interest method is recognized under financial expense in
profit or loss.
If there is a change in expected cash flows, the value of the liabilities is recalculated to
reflect that change on the basis of the present value of the new expected cash flows and
the internal rate of return determined initially.
Leasing payables are initially booked at the fair value of the instrumental assets contracted
or, if less, at the current value of the minimum payments due.
Employee benefits
Post-employment benefits can be provided in the form of defined contribution plans and/or
defined benefit plans. They are based on the employees’ remuneration and length of service.
Defined contribution plans are post-employment benefit plans based on which the Group
and, sometimes, its employees pay contributions of a specific amount into a distinct
entity (a fund) and the Group does not and will not have a legal or implicit obligation to
pay additional contributions if the fund does not have assets that are sufficient to cover
the obligations to the employees.
Defined benefit plans are post-employment benefit plans other than defined contribution
plans. They may be unfunded, or they may be wholly or partly funded by contributions by
the company, and sometimes its employees, into an entity, or fund, that is legally separate
from the company and from which the employee benefits are paid.
The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.
The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions
and recognised on an accrual basis concurrently with the employment services required
in order to obtain the benefit. The amount of the rights accrued during the year by the
employees and the portion of the interests on the accrued amount at the beginning of
the period and the corresponding movements referring to the same period observed
is allocated to the income statement under the item “Personnel expenses” while the
financial expense arising from the actuarial calculation is recognised in the comprehensive
statement of income under the item “Profit (loss) from restatement of defined benefit
plans”.
The actuarial valuation is carried out by an actuary who is not employed by the Group.
Following the amendments made to Italian post-employment benefits (TFR) by Law
no. 296 of 27 December 2006 and subsequent decrees and regulations (the “Pension
reform”) issued in early 2007:
• the benefits vested up to December 31, 2006 are considered to be a defined benefit
plan under IAS 19. Benefits provided to employees in the form of TFR which are
granted upon termination of the employment relationship are recognised in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognised as a cost in their entirety and the portion which has not yet been paid is
recognised as a liability under “Other current liabilities”.
Provisions
The allocations to provisions are made when the Group is required to fulfil an actual
obligation (whether legal or implicit) which refers to a past event, when an outlay is
possible for discharge of the obligation and it is possible to reliably estimate the amount
thereof. When the Group believes that allocation to the provision will be partially or fully
refunded, for example in the case of risks covered by insurance policies, the indemnification
is recognised distinctly and separately in assets if, and only if, it is practically certain. In
this case, the cost of the eventual allocation is shown in the income statement net of the
Consolidated Financial Statements 178 - 179
amount recognised for the indemnification. When the effect of the time value of money
is significant, the company discounts the non-current part of the provision.
Restructuring provision
A provision is established for restructuring when there is a detailed and official programme
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.
Trade payables
Trade payables are recognized at their nominal amount, net of discounts, returns or
invoicing adjustments, which is equal to the fair value of the company’s obligation. When
a financial transaction takes place based on the terms of payment that have been agreed,
the payables are measured at amortised cost through discounting of the nominal value
receivable, with a discount recognised as a financial expense.
The standard does not require formal preparation of an estimate of the recoverable amount
except when there is an indication of impairment. The only exceptions are intangible
assets not yet available for use and goodwill acquired in a business combination which
are tested for impairment annually and whenever there is an indication of impairment.
The Group has set the balance sheet closing date as the time for testing of impairment of
all assets for which annual testing is mandatory.
If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortisation criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.
As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.
In order to best understand the guidance of IAS 36, some key definitions are set out
below:
Value in use: this is the present value of the future cash flows expected to be derived from
an asset or cash generating unit. In particular, an asset generates cash flows, which will be
discounted at a pre-tax rate which reflects the market valuations on the current value of
money and the specific risks inherent in the asset. These cash flows are determined based
on the company’s business plan. These plans are constructed on the basis of detailed
budgets and separate calculations for each asset/cash generating unit. The budgets do
not include the effects of extraordinary activities (restructurings, sales and acquisitions)
and cover a maximum period of five years.
Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
measurement date. To determine the fair value of an asset, the Group uses valuation
models that use listed shares, models with valuation multipliers and other available
indicators as a reference;
Cash-generating unit (CGU): the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or groups of
assets. A group of assets is the smallest identifiable group able to generate incoming
cash flows;
Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.
It is not always necessary to determine both an asset’s fair value and its value in use. If
either of these amounts exceeds the asset’s carrying amount, it is not necessary to estimate
the other amount. It may not be possible to determine fair value of an asset or a cash-
Consolidated Financial Statements 180 - 181
generating unit because there is no basis for making a reliable estimate of the amount
obtainable from the sale of the asset in an orderly transaction between market operators.
In this case, the company may use the asset’s value in use as its recoverable amount.
Once all the useful values have been identified and determined in terms of evaluating
the asset or the CGU, the book value is compared with the recoverable value and if the
book value is higher than the recoverable value, the Group will write down the asset to
its recoverable value.
On each balance sheet closing date, the Group will furthermore measure, in regard to all
the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. An impairment loss recognized in prior periods can be reversed if, and only
if, there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognized.
The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognised in previous years. This write
back is recognised in the income statement.
Therefore, the derivative financial instruments are recognised using hedge accounting
rules when:
• the formal designation and documentation of the hedging relation itself exists from
the beginning of the hedge;
• it is presumed that the hedge is highly effective;
• the effectiveness can be reliably measured and the hedge itself is highly effective
during the periods of designation.
The Group uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.
The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognised in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognised as described below.
The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognised in equity is
transferred to the book value of the asset at the time that it is recognised. In other cases,
the amount recognised in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.
Share-based payment
Key executives and certain managers of the Group may receive a portion of their
remuneration in the form of share based payments. Under IFRS 2, they qualify as
equity-settled share-based payment transactions. The right to payment accrues over
the vesting period during which the managers perform their duties as employees and
reach performance targets. Therefore, during the vesting period, the fair value of the
share-based payment at the grant date is recognized as a cost in profit or loss with a
balancing entry in the relevant equity reserve. Changes in the current value after the
grant date do not have an effect on the initial valuation. In particular, the cost, which
corresponds to the current value of the options on the assignment date, is recognised
among personnel costs on a straight line basis throughout the period from the date
of the assignment and the date of maturity, with an offsetting entry recognised in
shareholders’ equity.
The company removes a financial liability from its statement of financial position when
the obligation specified in the contract is discharged or cancelled or expires.
Revenue
Revenue from contracts with customers is booked in accordance with standard IFRS 15.
On the basis of the five-phase model introduced by IFRS 15, the Group books revenues
after having identified contracts with its customers and the related provisions to be
made (transfer of goods and/or services), determined the price to which it believes
it is entitled in exchange for the completion of each provision, as well as assessed
the method by which said provisions can be made (fulfilment at a given time versus
fulfilment over time).
Consolidated Financial Statements 182 - 183
Revenues are booked when the performance obligations are met through the transfer
of goods or services promised to the customer, when the Group is likely to receive the
economic benefits arising from them and the relative amount may be determined reliably,
regardless of the collection. The price of the transaction, which represents the amount
of the price that the entity expects to receive in exchange for the supply of goods or
services to customers, is allocated on the basis of the stand-alone selling prices of the
related performance obligations.
Revenues are measured not including discounts, reductions, bonuses or other taxes on
sales.
The following specific revenue identification criteria must be met in order to recognise
revenue:
Sale of goods
The revenue is recognised when control of the asset is transferred to the customer and the
company has transferred to the buyer all the significant risks and benefits connected to
ownership of the asset, generally at the time that the consumer purchases the product at
the point of sale, the delivery of the good to a residence in the event of home delivery, or
when the ownership is transferred in the Indirect and B2B channel. Moreover, bill and hold
sales, in which delivery is delayed at the buyer’s request, are also recognized as revenue
when the buyer takes title and accepts billing. The revenue is recognised when the asset
is available, has been identified and is ready to be delivered and furthermore deferral of
the delivery has been requested by the purchaser. In the same way, the revenue from
the sale is recorded when the good is purchased by the consumer, even if installation is
required; indeed, the revenue is recognised immediately upon acceptance of delivery by
the purchaser when the installation procedure is very simple (for example installation of
a device that requires only unpacking, and connection to an electrical outlet).
The Group has a customer loyalty program which is based on points, the Unieuro Club,
with which customers can accumulate loyalty points when they acquire products in points
of sale bearing the Unieuro Brand. When they reach a specified minimum number of
points, these can be used as a discount on the purchase of another product. The duration
of the programme coincides with the fiscal year. The Group records an adjustment to
the estimated revenues based on the points accrued which had not yet been spent, the
value of the discount to be paid as provided by the loyalty program and the historical
information regarding the percentage of loyalty point usage by customers.
Right of return
In order to book the transfer of products with right of return, the Group notes the
following:
a) adjustment of sales revenues by the amount of the price of the product for which
return is envisaged;
b) records a liability for future reimbursements;
c) records an asset (and the corresponding adjustment of the cost of the sales) for the
right to recover products from the customer upon extinguishing of the liability for
future reimbursements.
Rendering of services
Revenues and costs deriving from the provisions of services (revenues realised over time)
are recorded according to the measurement of progress made by the entity towards the
complete fulfilment of the obligation over time. More specifically, the transfer over time is
measured on the basis of the input method, i.e. considering the efforts or input used by
the Group to fulfil the individual performance obligation.
For the sale of guarantee extension services over and above the guarantee provided
by the manufacturer pursuant to the law, the Group recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. These are estimated using historical information on the nature,
frequency and cost of the work provided under warranty spread out over time to simulate
the future occurrence of these events.
The Group incurs costs for the acquisition of the contract spanning several years.
These costs, typically represented by the premiums recognised to employees for each
additional sale made and which will be recovered by means of revenues deriving from
the contract, were capitalised as contract costs and amortised on the basis of the
measurement of the entity’s progress in transferring the goods and services transferred
to the customer over time.
Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by the Group.
Costs
The costs and other operating expenses are recognised in the income statement when
they are incurred on the basis of the accruals principle and the correlation of revenues,
when they do not produce future economic benefits or when the latter do not have to be
recognised as assets.
The cost to acquire goods is recognized when the company assumes all the risks and
rewards of ownership of the good, measured at fair value of the consideration due net of
any returns, rebates, trade discounts and premiums.
The costs for services are recognised on the basis of the progress of the services at the
closing date of the year.
The costs arising from operating leases are recognised on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognised on an
accruals basis during the contractual period.
Taxes
Current taxes
Income taxes are determined using a realistic estimate of the tax expense to be paid on
an accruals basis and considering the ruling tax legislation. The tax rates and tax laws
applied to calculate the income taxes are those enacted or substantially enacted by the
end of the reporting period. Current taxes on off-income statement items are recognized
directly in the statement of comprehensive income, and hence, in equity, consistently
with the item to which they refer.
It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Company” (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together
with the “Consolidated Company” which is Monclick S.r.l. The option makes it possible
to determine IRES (corporate income tax) due on a tax base which corresponds to the
algebraic sum of the taxable revenue and tax losses of the individual companies that
are included in the Consolidation. The economic relations, responsibilities and reciprocal
obligations between the “Consolidating Company” and the “Consolidated Company”
have been set out in detail in a specific contract that establishes the operating procedures
for management of the tax positions between the various companies that belong to the
Domestic Tax Consolidation.
Deferred taxes are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates that have been
enacted or substantially enacted by the end of the reporting period. The estimate has
considered the provisions of law 208 of 28 December 2015 the “2016 Stability Law 2016”
were taken into account. It required the Company to reduce the IRES rate from 27.5% to
24% with effect for tax periods after 28 February 2017.
Deferred tax assets and liabilities are offset if they relate to income taxes levied by the
same taxation authority and the company has a legally enforceable right to set off current
tax assets against current tax liabilities.
Segment Reporting
IFRS 8 defines an operating segment as a component of an entity that: i) engages
in business activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the same
Consolidated Financial Statements 186 - 187
entity); ii) whose operating results are regularly reviewed by the entity’s chief operating
decision maker to make decisions about resources to be allocated to the segment and
assess its performance; and iii) for which discrete financial information is available.
Segment reporting has been prepared to comply with IFRS 8 - Operating segments,
which requires the presentation of information in line with the methods adopted by the
chief operating decision maker. Therefore, identification of the operating segments and
the information presented are defined on the basis of internal reports used by the Group
for allocation of resources and for analysis of the relative performances.
• IFRS 16 – Leases On 13 January 2016, the IASB issued “IFRS 16 – Leases”. The Group,
which will need to adopt IFRS 16 Leasing starting 01 March 2019, has estimated the
effects, as reported below, deriving from the first time adoption of this standard on the
consolidated financial statements. Please note that the final effects of the adoption of
said standard as at 01 March 2019 may differ insofar as new measurement criteria may
be changed from now until the presentation of the Group’s first consolidated financial
statements for the year including the date of first application.
With the publication of the new accounting standards IFRS 16 “Leases”, the IASB
replaces the accounting rules envisaged by IAS 17 and the interpretations IFRIC 4
“Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases—
Incentives” and SIC-27 Evaluating the Substance of Transactions Involving the Legal
Form of a Lease”.
IFRS 16 introduces a single model for booking leasing on the financial statements
of lessees, whereby the lessee records an asset that represents a right to use the
underlying asset and a liability that reflects the obligation to make payment of lease
charges. The transition to IFRS 16 has introduced some elements of professional
judgement that entail the definition of certain accounting policies and the use of
assumptions and estimates in connection with the lease term and the definition of the
incremental borrowing rate.
Exemptions are envisaged to the application of IFRS 16 for short-term leases and
assets of modest value.
The Group will reassess the classification of sub-leasing in which it is the lessor; on the
basis of the information currently available, the Group expects to reclassify a sub-lease
as a financial lease.
The Group’s contracts coming under the scope of application of the standard mainly
refer to the rental of stores, central offices, warehouses and vehicles.
The nature of the costs relating to said leases will change insofar as the Group will
be amortising the assets for the right of use and financial expenses on the leasing
liabilities. Previously, the Group booked the costs for operating leases on a straight
line basis throughout the duration of the lease and noted the assets and liabilities only
where there were temporary differences between when the lease charges were paid
and the costs recorded. Additionally, the Group will cease recording provisions for
operating leases considered as expenses, including the payment for the lease amongst
leasing liabilities.
No significant impact is expected for the Group’s financial leases.
The Group intends to apply IFRS 16 from the date of first application (i.e. 01 March
2019), using the modified retroactive method and, therefore, without recalculating the
comparative information.
The impacts as at 01 March 2019 show an increase in financial liabilities for an amount
of approximately Euro 440 million, equal to the current value of the future charges
expected by the lease term.
The adoption of IFRS 16 will not affect its capacity to respect the covenant envisaged
in the loan contract described under not 5.11 Financial liabilities.
• On 12 December 2017, the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combinations and IFRS 11 - Joint Arrangements. The amendments
will come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018, the IASB published the amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarify how pension expenses are calculated when
there is a change in the defined benefits plan. The amendments will come into force
on 1 January 2019.
• On 12 October 2017 the IASB issued amendments to IAS 28 - Long-term Interests
in Associates and Joint Ventures. The amendments are designed to clarify to which
long-terms receivables from an associated company or joint venture which, in
essence, are part of the net investment of the associated company or joint venture
IFRS 9 applies.
• IFRIC 23 - On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax
Treatments that provides accounting guidance on how to reflect any income tax
uncertainties regarding the taxation of a given phenomenon. IFRIC 23 will enter into
force on 1 January 2019.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment
Features with Negative Compensation. The amendments are aimed at allowing
the measurement at amortised cost or fair value through other comprehensive
income (OCI) of financial assets featuring an early termination option with negative
compensation. The provisions of IFRS 9 are effective from the years beginning on or
after 1 January 2019.
Based on the facts and cases to which the new documents apply, and acknowledging
the current accounting standards adopted by the Group, it is believed that there will be
significant effects from the first-time application of these documents insofar as IFRS 16,
which will enter into effect starting 01 March 2019. With reference to the new standards,
based on some calculations, it is reasonable to assume that the effects for the Group
arising from first time application of these new standards will not be significant.
The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
Consolidated Financial Statements 188 - 189
• On 29 March 2018, the IASB published the amendments to the “References to the
Conceptual Framework in IFRS Standards”. The amendments go into effect on 1
January 2020.
• On 22 October 2018, the IASB published changes to IFRS 3 - Business Combinations.
The amendment aims to help determine if a transaction is an acquisition of a business
or group of businesses that does not meet the definition of business given in IFRS 3.
The changes will apply to acquisitions made after 1 January 2020.
• On 31 October 2018, the IASB published changes to IAS 1 and IFRS 8 - Definition
of Material. The amendment aims to clarify the definition of “material” so as to help
companies decide whether or not information needs to be included on the financial
statements. The changes will apply as from 1 January 2020.
• On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the
profitability and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued in
2004 as interim Standard. It will come into effect starting 1 January 2021.
With respect to business risks, the main risks identified, monitored and, as specified
below, actively managed by the Group are as follows:
• credit risk (both in relation to normal trading transactions with customers as well as
financing activities);
• liquidity risk (with respect to the availability of financial resources and access to the
credit market and financial instruments in general);
• market risk (including currency and interest rate risks).
The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
The main financing instruments used are:
• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.
Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.
The financial assets are recognised net of write-downs calculated based on counterparty
default risk. This is determined according to procedures that can involve both write-
downs of individual positions, if they are individually significant, and for which there is
an objective condition of total or partial non-collectability, or on collective write-downs
based on historical and statistical data. Furthermore, the book value of its financial assets
represents the Group’s maximum exposure to credit risk.
The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.
71
The Indirect channel, which was previously referred to as the Wholesale channel, includes turnover made
with respect to the network of affiliated stores and revenues produced in the large-scale retail chain,
through partnerships with major industry operators.
Consolidated Financial Statements 190 - 191
The financial structure in its entirety is constantly monitored by the Group to ensure
coverage of its liquidity needs. Below is the Group’s financial structure by deadline for the
years and at 28 February 2019 and 28 February 2018:
To address these risks, the Company has stipulated with a pool of banks derivative
contracts consisting of Interest Rate Swaps (IRS) in order to mitigate the potential effect
of changes in the interest rates on the economic result, with economically acceptable
terms and conditions.
The interest rate swaps in existence as at 28 February 2019 were stipulated following the
conclusion of a loan contract with a pool of banks, led by Banca IMI S.p.A. On 12 February
2018, following the closing which took place on 9 January 2018, the date on which the
loan agreement known as the Senior Facilities Agreement (the “Loan Agreement”) was
entered into, new interest rate swaps associated with the term loan currently provided by
the syndicate were signed.
Interest Rate Swap (IRS) 12-feb-18 09-gen-23 42,500 50,000 413 251
The interest rate swaps, which satisfy the requirements of IFRS 9, are recognised using
the hedge accounting method. The amount recognised in equity under the cash flow
hedge reserve is equal to Euro 314 thousand (negative) as at 28 February 2019 and Euro
191 thousand (negative) as at 28 February 2018.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2019.
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.
We note that the sensitivity analysis arising from a hypothetical change in the market
rates which respectively discount appreciation and depreciation equal to 50 BPS, takes
into account the hedges established by the Group.
We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortized cost.
The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.
Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.
The liabilities relative to the bank indebtedness are measured using the amortised cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
The following table shows a breakdown of financial assets and liabilities by category at
28 February 2019 and 28 February 2018:
Other assets 0 0
Financial liabilities not designated
at fair value
The Group has identified just one operating segment, which is the entire company and
covers all the services and products provided to customers. The Group’s view of itself as
a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). Management has also identified three Cash Generating Units
(CGUs) inside the SBU to which goodwill has been allocated. This approach is supported
by the control model of the management’s operations that considers the entire business,
regardless of the product lines or geographical location, which management does not
consider significant in decision-making. The operating segment’s results are measured by
analysing trends of revenue and gross operating profit or loss.
The operating segment’s results are measured by analysing trends of revenue and gross
operating profit or loss.
The impact of the gross Profit/(loss) on Revenues increases from 2.7% for the year ended
28 February 2019 to 2.2% for the year ended 28 February 2018.
The table below contains a breakdown of revenue by product category and service offered:
The table below contains a breakdown of the revenues per geographical area:
72
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e.
1 March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
73
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
5. Notes to the individual items of the consolidated
financial statements
(Amounts in
thousands of Euros) Amounts as at 28 February 2019 Amounts as at 28 February 2018
Accumulated Accumulated
Amortisation Amortisation
Historical and Net book Historical and Net book
cost Depreciation value cost Depreciation value
The change in the item “Plant, machinery, equipment and other assets” for the period
from 28 February 2018 to 28 February 2019 is shown below:
Tangible
assets under
construction and
(Amounts in Plant and Other payments on
thousands of Euros) machinery Equipment assets account Total
In the year ended 28 February 2019, the Company made net investments net of Euro
30,547 thousand.
In particular, net investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 2,371 thousand through the restyling of the layouts and
reduction or expansion of the sales surface area; (ii) investments for the opening of new
points of sale in new consumer areas considered to be strategic or in areas which were not
sufficiently covered by the current portfolio of stores and refurbishing of the sales outlets
acquired from the Ex DPS Group S.r.l. and Ex Galimberti S.p.A. business units for Euro
7,526 thousand; (iii) investments in relocating existing points of sale in consumer areas
considered to be more strategic costing Euro 2,263 thousand; (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing Euro 3,784 thousand; (v) investments in creating facilities dedicated to
the display of specific products inside sales outlets and other investments regarding
the purchase of RT servers and PCs in order to comply with the new regulations on
privacy (GDPR) for a total of Euro 1,875 thousand; (vi) investments connected with the
development of a new logistics hub in Piacenza for 5,628 thousand.
The new financial lease contracts come to Euro 6,753 thousand, of which (i) Euro 131
thousand for electronic machinery; (ii) Euro 1,963 thousand for furnishing; (iii) Euro
4,496 mainly relating to lifting equipment, surveillance/anti break-in systems and data
transmission network for the new Piacenza warehouse; and (iv) Euro 163 thousand relative
to electrical systems for existing sales outlets undergoing restructuring/relocation.
Note that the acquisition of the 7 sales outlets belonging to DPS Group S.r.l. and the 5
sales outlets belonging to the Galimberti S.p.A. business unit were configured as business
combinations and therefore came under the scope of IFRS 3. As required by the standard,
the tangible assets were recorded at their fair value on the acquisition date, which meets
the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through
which the value of the assets acquired was estimated at Euro 347 thousand. The
amortisation and depreciation was calculated based on the depreciation rates adopted
for the respective category.
The values and useful life are reflected in the financial statements from the date Unieuro
acquired control. For further details, see note 5.28 “Business unit combinations”
The item “Amortization and write-downs (write backs)” of Euro 19,851 thousand includes
Euro 18,083 thousand in depreciation and Euro 1,768 thousand of write-downs and write
backs. Impairment mainly relates to stores for which rental expense contracts have been
identified.
With reference to the financial year ended 28 February 2018, the Group made investments,
including the effects of the first Monclick consolidation and net of decreases of the
category “Assets under construction”, amounting to €30,513 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 5,784 thousand through the restyling of the layouts and
reduction or expansion of the sales surface area; (ii) investments for the opening and
acquisition of new points of sale in new consumer areas considered to be strategic or in
areas which were not sufficiently covered by the current portfolio of stores and refurbishing
of the sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing
Euro 13,487 thousand; (iii) investments in relocating existing points of sale in consumer
areas considered to be more strategic costing Euro 812 thousand; (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing Euro 6,943 thousand; (v) investments in a new data centre and other
tangible infrastructures costing Euro 1,422 thousand (vi) a contribution resulting from
the acquisition of 21 sales outlets belonging to the Andreoli S.p.A. business unit and the
acquisition of 19 sales outlets belonging to the Cerioni S.p.A. business unit costing Euro
1,927 thousand and (vii) a contribution resulting from the first Monclick consolidation
amounting to Euro 138 thousand.
The new financial leases are equal to Euro 2,655 thousand and of these Euro 198 thousand
referred to electronic machines and Euro 2,457 thousand to furniture and furnishings.
Note that Monclick’s acquisition of the 21 sales outlets belonging to the Andreoli S.p.A.
business unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were
configured as business combinations and came under the scope of IFRS 3. As required
by the standard, the tangible assets were recorded at their fair value on the acquisition
date, which meets the requirements under IAS 16.
To assess this fair value, the Company appointed internal technicians who, with reference
to the business units Andreoli S.p.A. and Cerioni S.p.A., estimated the value of acquired
asset at Euro 1,927 thousand, whilst the fair value of the assets resulting from the
first consolidated of Monclick amounts to Euro 138 thousand. The amortisation and
depreciation was calculated based on the depreciation rates adopted for the respective
category.
The values and useful life were reflected in the consolidated financial statements from the
date of the acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales
outlets, 1 June 2017 for Monclick and from 31 October 2017 for the progressive acquisition
of the 19 Cerioni sales outlets.
The item “Amortization and write-downs (write backs)” of Euro 16,503 thousand includes
Euro 15,498 thousand in depreciation and Euro 983 thousand of write-downs and write
backs. The write-downs mainly refer to stores for which onerous leases were identified
while the write backs refer to stores with a significant improvement in their economic
results, so that the lease was no longer considered onerous, and therefore previously
written down assets were written back.
The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the amount
of the debts to the leasing company, see note 5.13 “Other financial liabilities.”
Consolidated Financial Statements 198 - 199
5.2 Goodwill
The breakdown of the item “Goodwill” as at 28 February 2019 and as at 28 February 2018
is shown below:
The change in the “Goodwill” item for the period from 28 February 2017 to 28 February
2019 is shown below:
Acquisitions 16,153
Increases -
Write-downs -
Acquisitions 3,122
Increases -
Write-downs -
The value of goodwill at 28 February 2019, equalling Euro 177,965 thousand, increased
over the year ended 28 February 2018 by Euro 3,122 thousand. The increase refers (i) to
the acquisition of the DPS business unit for Euro 1,240 thousand and (ii) to the acquisition
of the Galimberti business unit for Euro 1,882 thousand. Note that as required by IFRS 3,
Unieuro has reviewed the provisional allocation of the cost of the business combination
of the business unit Cerioni in order to reflect new information about the circumstances
at the acquisition date, which led to an increase in goodwill as at 28 February 2018 of
Euro 95 thousand.
It should be noted that, at the time of acquisition of the DPS business unit and Galimberti
business unit, Unieuro availed itself of the right provided under IFRS 3 to carry out a
provisional allocation of the cost of business combinations at fair value of the acquired
assets, liabilities and contingent liabilities assumed. If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected. For more details about the transactions, see
note 5.28 “Business unit combinations”.
Goodwill as at 28 February 2019 and 28 February 2018 can be broken down as follows:
Goodwill at Goodwill at
(Amounts in thousands of Euros) 28 February 2019 28 February 2018
The goodwill impairment test for each CGU was approved by the Company’s Board of
Directors on 08 May 2019. In the elaboration of the impairment test the Directors used an
appropriate report provided by a consultant under specific assignment of the Company.
IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation of
incoming cash flows, but all the assets within the Unit should be interdependent. Pursuant
to IAS 36 the correlation that exists between the goodwill acquired during the business
combination and the CGUs takes shape. In effect, at the time of the acquisition of the
goodwill, it must be allocated to the CGU or the CGUs which are expected to benefit
the most from the synergies of the combination. In this sense, the decisions linked to
the definition of these synergies strongly depend on the Group’s strategic organisation
models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points which do not enjoy decision-making autonomy.
Consolidated Financial Statements 200 - 201
The Group has identified an operating segment, which is the entire Group and covers
all the services and products provided to customers. The Group’s corporate vision as
a single omnichannel business ensures that the Group has identified a single Strategic
Business Unit (SBU). Within the SBU the Group has identified three CGUs to which the
goodwill was allocated. This approach is supported by the operating control model by
the corporate management which considers the entire activity uniformly, disregarding
the product lines or geographic locations whose division is not considered significant for
the purpose of taking corporate decisions.
The Group identified three CGUs to which the goodwill was allocated:
• Retail;
• Indirect;
• B2B.
The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.
The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.
The Indirect CGU, which was previously referred to as Wholesale, includes turnover made
with respect to the network of affiliated stores and revenues produced in the large-scale
retail chain, through partnerships with major industry operators.
The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.
The allocation of goodwill to the three CGUs took place in line with the specific activity of
the individual CGU in order to include the best exploitation of internal and external synergies
in the business model used. As described previously, the Group opted for identifying the
value in use to determine the recoverable fair value. The value in use is calculated through
an estimate of the current value of the future financial flows that the CGUs could generate.
The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.
The Business Plan used for the impairment test referring to the financial year ending 28
February 2019 is based on the strategic lines of the plan approved by the Board of Directors
on 12 December 2016, as subsequently updated, taking into account recent operating
trends. The Business Plan underlying the impairment test was prepared on a consolidated
basis, taking into account recent business performance. Specifically, the stocktaking data
referred to the years ending 28 February 2017, 28 February 2018 and 28 February 2019,
have been taken into consideration, the budget for the period ending 29 February 2020
was elaborated and, as a result, the financial data until 28 February 2024 was updated. The
impairment test was approved by the Board of Directors on 8 May 2019.
The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2019 are based, among other things, on external sources
and on the analyses conducted by the Group. In this regard note that based on the
market sources used by the Group, the Italian market of traditional consumer electronics
channels (i.e. excluding internet channels) was estimated as slightly down, while the
Online channel is expected to grow.
In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The Group actually registered record positive performances and its
growth is not, in the opinion of the Group Directors, directly related to market trends. The
Group therefore anticipates continuing to maintain positive performances in the future
irrespective of the performance of the reference market. Specifically, the Group projects
growth, in line with its strategy, thanks to its ability to increase its customer base, promote
and foster complementary services and increase its market penetration compared with
competitors.
Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(i) Retail CGU: sales are taken as growing over the reference time frame;
(ii) Indirect CGU: growing sales as a result of new partnership agreements stipulated
and the development of the assets of existing affiliates;
(iii) B2B CGU: sales constant during the reference time frame.
The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should be
stressed that a long-term growth rate “g” equal to 0% was envisaged because the
result that the company will manage to achieve in the last financial year of the business
plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average cost of
capital) for the CGUs analysed is 11.99%.
The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.
The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
Consolidated Financial Statements 202 - 203
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (ß) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of
the overall market, was calculated on the basis of a panel of listed companies operating
mainly or exclusively in the sale of consumer electronics, through a combination of
sales channels (in store and online sales, in the majority of cases alongside wholesale
and/or business-to-business sales).
• Specific risk premium ( ) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy (IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.
The Group has a well-established history of operating on the market and, to date, there
has been no evidence of anything that would suggest an interruption to activities in
the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.
The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose
of estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal
to the average figure in the plan was applied to the revenues identified in order to
reflect the competitive dynamics featured in the reference sector. For the Group overall,
this latter figure is located within the current range expressed by the estimates of the
analysts relating to the panel of comparable companies used to determining the WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.
Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Group’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2019.
The results of the impairment tests as at 28 February 2019 are given below:
Based on the estimates made there was no need to adjust the value of the goodwill recorded.
Note that the carrying amount of the B2B and Indirect CGUs as at 28 February 2019 was
negative as a result of the negative net working capital allocated to the B2B and Indirect
CGUs.
The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2019, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20.0%:
Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitized separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.
(1)
For some of the parameters selected, taking into consideration the configuration of the cash flows on
which the calculation of the recoverable amount and/or the value of the carrying amount was based, there
is no reasonable value identified for the parameter for which the recalculated sum for the recoverable
amount corresponds to the respective value of the carrying amount.
Lastly, the Group has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new sales points over the span of the business plan. The results of the analysis conducted
are given below:
It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Group.
5.3 Intangible assets with a finite useful life
The balance of the item “Intangible assets with a finite useful life” is given below, broken
down by category as at 28 February 2019 and as at 28 February 2018:
The change in the item “Intangible assets with a finite useful life” for the period from 28
February 2018 to 28 February 2019 is given below:
Regarding the year ended 28 February 2019, the total increases of Euro 9,050 thousand
mainly relate to the “Software” category for Euro 5,862 thousand, and to the “Key money”
category for Euro 2,420 thousand.
The increases relating to the category “Software” for Euro 5,862 thousand, are attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development
and updating of the website www.unieuro.it and (iii) costs incurred for extraordinary
operations on existing management software.
Increases relating to “key money” for Euro 2,420 refer to the payment of key money for
the period stipulation of lease contracts relative to the purchases of business units for
Euro 1,948, the acquisitions of 7 sales outlets belonging to the former DPS Group S.r.l.
business unit and the 5 sales outlets belonging to the Galimberti S.p.A. business unit
for Euro 473 thousand. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life are reflected in the financial statements from the date Unieuro acquired
control. For more details, refer to note 5.28 “Business unit combinations”.
For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.
Increases in fixed assets under construction relate to the implementation of new and
existing software.
Regarding the financial year ended 28 February 2018, the increases, including the first
Monclick consolidation, Acquisitions and net of decreases in the category “Assets under
construction”, amount to a total of €18,451 thousand.
The item First Monclick consolidation results from the acquisition of control of Monclick
which was configured as a business combination and fell within the scope of IFRS 3. As
required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. For the assessment of that fair value, the Group assigned external consultants
with proven experience who, using evaluation methods in line with the best professional
practice. These consultants estimated the value of the Monclick brand at Euro 4,641
thousand (with a useful life of 20 years), the value of customer lists at Euro 1,178 thousand
(with a useful life of 4 years), and the value of internally produced software at Euro 1,284
thousand (with a useful life of 5 years). The values and useful life estimates are reflected
in the Consolidated Financial Statements of Unieuro starting from 1 June 2017. The value
of the brand and the customer lists was attributed to the “Concessions, licences and
brands” category, while the value of software was attributed to the “software” category.
The item increases relates mainly to the category “Software” for Euro 5,513 thousand,
attributable in the main to: (i) new software and licences, (ii) costs incurred for the
development and updating of the new website, www.unieuro.it and (iii) costs incurred
for extraordinary interventions on pre-existing management software, under the “Key
Money” category, amounting to Euro 3,320 thousand, referring to the payment of Key
Money for the stipulation of lease agreements carried out during the financial year, for
the Euroma2 sales outlet, the sales outlet located in Brescia and the sales outlet located
in Modena, which opened in December 2017 and under the “Assets under construction”
category, amounting to Euro 1,071 thousand, mainly due to the implementation of new
software.
The item “Acquisitions”, referring to the “Key Money” category for Euro 2,390 thousand,
results from the acquisition of the control of the Andreoli S.p.A. and Cerioni S.p.A. business
units, which have been configured as a business combination and fall within the scope of
application of IFRS 3. As required by the standard, the intangible assets were recorded
separately from goodwill and recorded at their fair value on the acquisition date, which
meets the requirements under IAS 38. Amortisation is calculated pro-rata temporis on a
straight-line basis depending on the term of the lease contract. The values and useful life
were reflected in the consolidated financial statements from the date of the acquisition
of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and from 31
October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For more
details, please refer to Note 5.28 “Business unit combinations”. For the fair value of the
key money the company used external consultants with proven experience who, using
evaluation methods in line with the best professional practices, estimated the value of
the key money.
Bad debt
provision -
amount due Obsolescence Intangible
(Amounts in thousands of Euros) from suppliers Provision Tangible assets assets
41 - - 41 - 41
The balance as at 28 February 2018, equal to Euro 30,105 thousand, is composed mainly
of Euro 3,622 thousand from deferred tax assets recorded in other current liabilities,
composed of deferred income for guarantee extension services, deferred tax assets
recorded on tax losses of Euro 15,727 thousand and deferred tax assets recorded on
goodwill of Euro 4,290 thousand. The change in the item deferred tax assets recorded in
the last financial year is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of Euro 2.975 thousand in deferred tax assets relating to tax losses.
Note that the tax losses still available as at 28 February 2019 with reference to Unieuro
are equal to Euro 377,943 thousand and with reference to Monclick are equal to Euro
6.338 thousand.
In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.
On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Consolidated Financial Statements 210 - 211
Adjustment at the date of the first time adoption of IRFS 15 - 1,483 1,483
The increase in the item “Liabilities for deferred taxes” is mainly attributable to the tax
impacts associated with the adoption of the new accounting standard IFRS 15. For more
details, please refer to Note 2.7.1 Changes to the accounting standards.
Deferred tax liabilities relating to Intangible Assets result from goodwill with a different
statutory value from the value for tax purposes.
It is estimated that the debt refers to differences which will be reabsorbed in the medium-/
long-term.
Year ended
Advances to suppliers 86 27
Total Other current assets and Other non-current assets 22,266 18,528
The item “Other current assets” mainly includes deferred charges with regard to
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.
The reduction in “Prepaid expenses” is mainly due to the different payment timing of
insurance premiums, in particular last year the premium was paid at the same time as the
new insurance contract was stipulated.
“Accrued income” of Euro 1,643 thousand at 28 February 2019 (Euro 888 thousand at
28 February 2018) mainly refers to the value of the insurance reimbursement obtained
during the year in connection with the Oderzo fire, for Euro 1,521 thousand; the first part
of the indemnity had been recognised last year, for Euro 800 thousand.
The item “Contract assets” was recorded during the first time adoption of accounting
standard IFRS 15; specifically, following the clarifications introduced by the standard, the
costs for procuring the contract which can be qualified as contract assets, represented by
the bonuses paid to employees for each additional sale of extended warranty services were
capitalised; for more details, please see Note 2.7.1 Changes to the accounting standards.
Tax credits as at 28 February 2019 and 28 February 2018 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.
The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers. The increase is mainly due to the acquisition of new stores and the
expansion of existing ones.
5.6 Inventories
Warehouse inventories break down as follows:
Year ended
The value of gross inventories went from Euro 322,654 thousand as at 28 February
2018 to Euro 372,121 thousand as at 28 February 2019, an increase of 15.3% in total gross
inventories. The increase is attributable to: (i) the different business scope consequent
to the opening of 8 ex Cerioni/Euronics stores between December 2017 and January
2018 and the opening of 14 new sales outlets starting September 2018, as a result of the
purchase of the ex-DPS/Trony and ex-Galimberti/Euronics business units and (ii) the
major leap in the on-line business, (iii) the partnership stipulated with Finiper, which has
marked Unieuro’s launch into Large Retail and (iv) the increased volumes handled.
Consolidated Financial Statements 212 - 213
The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
The change in the obsolescence fund for the period from 28 February 2017 to 28 February
2019 is broken down below:
Provisions -
Reclassifications -
Utilisation -
Direct write-down -
Provisions (819)
Reclassifications -
Utilisation -
The increase in the warehouse obsolescences fund equal to Euro 656 thousand is
attributable to the adaptation of the warehouse bad debt provision which includes the
prudential write down of the value of goods at 28 February 2019 and reflects the loss in
value of goods in cases in which the cost is higher than the presumed realisable value and
enables the warehouse value to be reported at the current market value.
Year ended
The change in the bad debt provision for the period from 28 February 2017 to 28 February
2019 is broken down below:
Provisions (146)
Utilisation 83
Provisions (100)
Utilisation (21)
Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at EUR 2,491
thousand as at 28 February 2019 and EUR 2,412 thousand as at 28 February 2018.
Credit risk represents the exposure to risk of potential losses resulting from the failure
of the counterparty to comply with the obligations undertaken. Note, however, that
for the periods under consideration there are no significant concentrations of credit
risk, especially taking into consideration the fact that the majority of sales are paid for
immediately by credit or debit card in the Retail, Travel and Online channels, and in cash
in the Retail and Travel channels. The Group has credit control processes which include
obtaining bank guarantees and credit insurance contracts to cover a significant amount
of the existing turnover with customers, customer reliability analysis, the allocation of
credit, and the control of the exposure by reporting with the breakdown of the deadlines
and average collection times.
Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.
Consolidated Financial Statements 214 - 215
Year ended
As at 28 February 2019, “IRES credits” included credits for Euro 2,116 thousand (Euro 2,811
thousand at 28 February 2018), which included the IRES receivable from the previous
year and the credit generated during the year for withholdings and the IRES debt reffered
to the Consolidated current taxes.
Lastly, the item includes IRAP credits of Euro 2 thousand deriving from the estimated
period tax of the subsidiary Monclick. The IRAP balance of Euro 336 thousand at 28
February 2018 has been zeroed following the period offsetting.
Year ended
IRES payables - -
At 28 February 2019, under “IRAP payables”, payables are entered in the amount of Euro
1,204 deriving from the estimated tax of Unieuro for the year ended on 28 February 2019;
last year net of the payment on account, Unieuro had a balance in credit of Euro 336
thousand, which was offset during the period.
Year ended
The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable.
For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
Reserve for
actuarial gains/
Cash flow (losses)
(Amounts in Share Legal Extraordinary hedge on defined
thousands of Euros) capital reserve reserve reserve benefit plans
Balance as
at 28 February 2018 4,000 800 46,810 (191) (774)
Effect of the change in the
accounting standard (IFRS 15) - - - - -
Adjusted balance
at 1 March 2018 4,000 800 46,810 (191) (774)
Distribution of dividends - - - - -
Share-based payment settled
with equity instruments - - - - -
Total transactions with
shareholders - - (46,810) - -
Balance as
at 28 February 2019 4,000 800 0 (315) (1,247)
Shareholders’ equity, equal to Euro 90,877 thousand at 28 February 2019 (Euro 77,216
thousand as at 28 February 2018) increase during the year as a result of: (i) the distribution
of a dividend of Euro 20,000 thousand as approved on 5 June 2018 by the Shareholders’
Meeting; (ii) the recording of the consolidated profit of Euro 28,895 thousand and the
other components of the comprehensive income statement negative for Euro 597
thousand; (iii) the reporting amongst profit/(loss) carried forward of the effects deriving
from the application of the new accounting standard IFRS 15 for Euro 4,038 thousand
and (iv) the recording in the reserve of share-based payments of Euro 1,325 thousand
which refer to the Long Term Incentive Plan for certain managers and employees.
Consolidated Financial Statements 216 - 217
- - (597) - (597)
Reserve for
actuarial gains/
Cash flow (losses)
Share Legal Extraordinary hedge on defined
(Amounts in thousands of Euros) capital reserve reserve reserve benefit plans
• the reserve for actuarial gains and losses on defined-benefit plans, negative for Euro
1,247 thousand as at 28 February 2019 (negative for Euro 774 thousand as at 28
February 2018); it fell by Euro 473 thousand following the actuarial valuation relating
to severance pay;
• the reserve for share-based payments amounting to Euro 3,376 thousand at 28 February
2019 (Euro 1,352 thousand at 28 February 2018); the reserve has changed due to: (i)
the recording of Euro 2,024 thousand offsetting the recording of personnel costs for
the share-based payment plan and (ii) the distribution of the dividend approved by
the Shareholders’ Meeting on 5 June 2018 which involved the reclassification of the
item that refers to the monetary bonus earned by managers and employees under the
regulation from profit and loss carried forward to the item other non current liabilities,
for Euro 699 thousand. For more details, please see Note 5.27.
- - (106) - (106)
- - - - - -
The Share capital as at 28 February 2018 stood at Euro 4,000 thousand, broken down
into 20,000,000 shares.
value measurement of the options granted under the plan (IFRS 2). For more details,
please see Note 5.27.
The reconciliation between the shareholders’ equity of the parent company and the
consolidated shareholders’ equity as at 28 February 2019 is illustrated below:
Year ended
On 22 December 2017 a Loan Agreement was signed, “Loan Agreement”, with Banca
IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole Cariparma
S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The Loan
Agreement was finalised on 9 January 2018 following the conclusion of relations and the
repayment of the previous lines of credit and the provision of the new funding.
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were completely settled on 9 January 2018.
The new lines, including Euro 190.0 million of term loan amortising, including Euro 50.0
million (“Term Loan”), aimed at replacing the existing previous lines of credit and Euro 50.0
million (the “Capex Facility”), aimed at acquisitions and investments for restructuring the
network of stores, and Euro 90.0 million of revolving facilities (the “Revolving Facility”),
were taken out at significantly better conditions compared with the existing ones, with
special reference to (i) the reduction in the interest rate; (ii) the extension of the duration
by five years; (iii) the greater operational flexibility relating to the reduction in the number
of financial institutions, covenants and contractual constraints, as well as (iv) the removal
of collateral in favour of the lending banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events in
this clause are verified. These clauses require compliance by Unieuro S.p.A. with a twelve-
month consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the consolidated net financial debt and
Consolidated Adjusted LTM EBITDA, as defined in the Loan Agreement);
At 28 February 2019 the covenant was calculated and complied with. See below for the
summary table:
28 February 2019
The Loan Agreement includes Unieuro’s right of early repayment, in full or in part (in
such a case of minimum amounts equal to Euro 1,000,000.00) and prior notification of
the Agent Bank, of both the Term Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, Unieuro is obliged to repay the Loan early. As at
28 February 2019 and until the date these financial statements were prepared, no events
occurred that could give rise to the early repayment of the loan.
Financial liabilities as at 28 February 2019 and at 28 February 2018 are illustrated below:
At 28 February 2019
of which of which
Original Interest current non-current
(Amounts in thousands of Euros) Maturity amount rate Total portion portion
Short-term lines of credit (1)
n,a, 75,000 0.35% - 7.0% 3,049 3,049 -
Euribor
Revolving Credit Facility dec-22 90,000 1m+spread - -
Current bank debts 3,049 3,049 -
Euribor
Term Loan dec-22 50,000 3m+spread 42,500 10,000 32,500
Euribor
Capex Facility dec-22 50,000 3m+spread - - -
Ancillary expenses on loans (2)
(1,982) (594) (1,388)
Non-current bank payables and
current part of non-current debt 40,518 9,406 31,112
Total 43,567 12,455 31,112
(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current
account overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
Consolidated Financial Statements 222 - 223
At 28 February 2018
of which of which
(Amounts in Original Interest current non-current
thousands of Euros) Maturity amount rate total portion portion
1.36% -
Short-term lines of credit (1) n,a, 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility dec-22 90,000 1m+spread - - -
Current bank debts 79 79 -
Euribor
Term Loan dec-22 50,000 3m+spread 50,000 7,500 42,500
Euribor
Capex Facility dec-22 50,000 3m+spread - - -
Ancillary expenses on loans (2)
(2,600) (618) (1,982)
Non-current bank payables
and current part of non-
current debt 47,400 6,882 40,518
Total 47,479 6,961 40,518
(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current
account overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
The financial liabilities at 28 February 2019 total Euro 43,567 thousand with a decrease of
Euro 3,912 thousand compared to 28 February 2018. This change is due mainly to the use
of the hot money line for Euro 3,000 thousand and to the normal repayment of principal
shares of the Loan for Euro 7,500 thousand.
The loans are evaluated using the amortised cost method based on the provisions of
IFRS 9 and therefore their value is reduced by the ancillary expenses on the loans, equal
to Euro 1,982 thousand as at 28 February 2019 (Euro 2,600 thousand as at 28 February
2018).
Year ended
- of which is secured - - 0 -
- of which is secured - - - -
The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2019 and
28 February 2018. See Note 5.13 “Other financial liabilities” for more details.
Year ended
This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.
The item business unit acquisitions refers to the assumption of the debt relating to the
Severance Pay of employees transferred under the scope of the acquisition of the Galimberti
S.p.A. business unit; for more details, refer to Note 5.28 - “Business unit combinations”.
Settlements recorded in the financial year ended 28 February 2019 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.
Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:
Year ended
Probability of leaving 5% 5%
With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.
Below is the sensitivity analysis, as at 28 February 2019, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the advance request rate, the average
inflation and actualisation rate, respectively of 1%, -1%, 0.25% and -0.25%. The results are
summarised in the table below:
Year ended
The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:
Year ended
Factoring liabilities
Payables to factoring companies stood at Euro 0 thousand as at 28 February 2019 (Euro
142 thousand as at 28 February 2018) and refer to transfers of trade receivables to a
financial counterparty through factoring without recourse.
Consolidated Financial Statements 228 - 229
5.14 Provisions
The change in the item “Provisions” for the period from 28 February 2018 to 28 February
2019 is broken down below:
The change in the item “Provisions” for the period from 28 February 2017 to 28 February
2018 is broken down below:
The “Tax dispute provision”, equal to Euro 3,409 thousand as at 28 February 2019 and
Euro 3,701 thousand as at 28 February 2018, was set aside mainly to hedge the liabilities
that could arise following disputes of a tax nature.
The “Provision for other disputes”, equal to Euro 3,142 thousand as at 28 February 2019
and Euro 2,524 thousand as at 28 February 2018, refers to disputes with former employees,
customers and suppliers. Note that as required by IFRS 3, Unieuro has reviewed the
provisional allocation of the cost of the business combination of the business unit Cerioni
in order to reflect new information about the circumstances at the acquisition date, which
led to an increase in provisions for disputes as at 28 February 2018 of Euro 56 thousand.
The “Onerous contracts provision”, equal to Euro 124 thousand as at 28 February 2019
and Euro 881 thousand as at 28 February 2018, refer to the provision allocated for
non-discretionary costs necessary to fulfil the obligations undertaken in certain rental
agreements.
The “Restructuring provision”, equal to Euro 359 thousand as at 28 February 2019 and
Euro 175 thousand as at 28 February 2018, refer mainly to the personnel restructuring
process of the closing sales outlets.
The “Other provisions for risks”, equal to Euro 2,032 as at 28 February 2019 and Euro
1,399 thousand as at 28 February 2018, mainly include: i) the provision for expenses
for the restoration of stores to their original condition set aside to cover the costs for
restoring the property when it is handed back to the lessor in cases where the contractual
obligation is the responsibility of the tenant; ii) the additional customer compensation
fund. The adjustment of the first time adoption date of IFRS 15 refers to the accounting
treatment of sales with return right; for more details, please refer to Note 2.7.1 Changes to
the accounting standards.
Year ended
Deposit liabilities 26 26
The item “Other current liabilities” increased by Euro 25,722 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018. The increase in
the item recorded in the period in question is mainly due to greater liabilities from the
contract relating to the servicing of the extended warranty. Please note that following the
clarifications introduced by the new accounting standard IFRS 15, the liabilities relative to
the extended warranty service have been reclassified from Deferred income and accrued
liabilities to Liabilities from contract.
The balance of the item “Other current liabilities” is mainly composed of:
• liabilities from contract for Euro 127,956 thousand at 28 February 2019, mainly relating
to deferred revenues for extended warranty services. Revenue from sales is reported
according to the term of the contract, or the period for which there is a performance
obligation, thereby re-discounting sales pertaining to future periods. Note that
following the application of the new accounting standard IFRS 15, the Group amended
the accounting of commercial incentives recognised to customers accompanying
extended warranty services sold, the adoption of the standard had a particular impact
on the timing of the recognition of these revenues and has reclassified these liabilities
from Deferred income and accrued liabilities to Liabilities from contract. The item also
includes: (i) deposits received from customers; (ii) liabilities relative to vouchers; and
(iii) liabilities relative to sales with the right of return. For more details, please refer to
Note 2.7.1 Changes to the accounting standards;
• deferred income and accrued liabilities for Euro 4,332 thousand at 28 February
2019 (Euro 101,281 thousand at 28 February 2018), mainly relating to the recording
of amortisation using the straight line method, of operating lease contracts. Last
year, the item included the liabilities relating to the extended warranty service, which
after clarifications introduced by the new accounting standard IFRS 15, have been
reclassified under Liabilities from contract;
• payables to employees for Euro 35,383 thousand per 28 February 2019 (28 February
2018 Euro 34,879 thousand) consisting of debts for outstanding wages, holidays,
permissions, and thirteenth and fourteenth month pay. These payables refer to items
accrued but not yet settled;
• VAT payables of Euro 14,667 thousand at 28 February 2019 (Euro 17,102 thousand at 28
February 2018) composed of payables resulting from the VAT settlement with regard
to February 2019;
The item “Other non-current liabilities” increased to Euro 748 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018.
The balance of the item “Other non-current liabilities” is mainly composed of the reporting
of the monetary bonus in the share-based payment plan known as the Long Term Incentive
Plan for Euro 1,440 thousand. Following the resolutions passed by the Shareholders’
Meeting on 5 June 2018 and 29 June 2017 for the distribution of the dividend, a debit
relating to the monetary bonus accrued to managers and employees as set out in the
regulation was recorded. For more details, please see Note 5.27.
5.16 Trade payables
A breakdown of the item “Trade payables” as at 28 February 2019 and as at 28 February
2018 is shown below:
Year ended
The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.
Gross trade payables increased by Euro 57,538 thousand as at 28 February 2019 compared
with 28 February 2018. The increase is related to the increase in volumes handled as a
result of: (i) promotions run in February which involved product categories with improved
payment conditions compared with those of the previous year and (ii) an increase in the
number of stores as a result of the acquisitions and the new openings during the year
which involved an increase in the value of trade payables which was higher than that of
inventories.
The change in the “Bad debt provision and suppliers account debit balance”, related to
debt balances considered not yet recoverables, for the period from 29 February 2016 to
28 February 2019 is given below:
(Amounts in thousands of Euros) Bad debt provision - amount due from suppliers
Balance as at 28 February 2017 2,027
First Monclick consolidation 130
Provisions 488
Releases to the Income Statement -
Utilisation (190)
Balance as at 28 February 2018 2,455
Provisions 0
Releases to the Income Statement (170)
Utilisation (360)
Balance as at 28 February 2019 1,925
There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.
5.17 Revenues
From 1 March 2018, the Group applied IFRS 15 retroactively with the cumulative effect at
the date of the first time adoption (i.e. 1 March 2018). Therefore, the information relating to
Consolidated Financial Statements 232 - 233
the comparison period have not been restated, namely they are presented in accordance
with IAS 18, IAS 11 and the related interpretations. For more details, please refer to Note
2.7.1 Changes to the accounting standards.
In the tables below the revenues are broken down by channel, category and geographic
market. The Group has identified just one operating segment, which is the entire company
and covers all the services and products provided to customers. The Group’s view of itself
as a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). For more details, please refer to Note 4 Operating segments
information The Group’s revenues are affected by seasonal factors typical of the consumer
electronics market, which records higher revenues in the final part of every financial year.
The Retail channel books a rise in sales of 11.3% to Euro 1,477,761 thousand, mainly as
a result of the increase in the number of stores (+11 sales outlets on 28 February 2018)
and the good performance of the sales network on equal scope, driven in particular by
smartphones, TV and the vacuum segment.
The consolidated revenues of the Online channel stand at Euro 245,030 thousand, growth
of 32.5% compared with Euro 184,980 thousand in the same period of the previous year. For
the first time, this channel is the second contributor to total revenues of the Unieuro Group,
booking growth of Euro 60,050 thousand on last year. The reasons behind the success,
both in absolute value and market share, lie in the Group’s omnichannel strategy, which
assigns the physical sales outlet the valuable role of pick-up point, to the benefit of web
customers. The continuous innovation, linked to the continuous release of new platform
functions and improvements, the attention paid to contents and the effectiveness of the
digital communication campaigns have further strengthened the competitive advantage.
The Indirect channel75 (previously referred to as the Wholesale channel), which includes
turnover made with respect to the network of affiliated stores and revenues produced
in the large-scale retail chain, through partnerships with major industry operators, for a
74
For the purpose of better representation, supplies of goods to an ongoing customer operating in the
consumer electronics market without using the Unieuro brand was reclassified from the indirect channel to
the B2B channel.
75
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer
electronics market without using the Unieuro brand was reclassified from the indirect channel to the B2B channel.
total of 275 sales outlets - recorded sales of Euro 231,027 thousand, up 10.5% on the Euro
209,003 thousand booked the same period of the previous financial year. Growth was
driven by the Large Retail segment, with the opening of the first 14 Unieuro shops-in-
shops by Iper in Iper, La grande i hypermarkets, under the scope of the partnership that
was made official last 10 January 2019.
The B2B channel76 - which targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment) - recorded sales of Euro 117,105 thousand,
down 8.8% on last year, due to the change in competition starting the last quarter.
Finally, the Travel channel - comprising 12 direct sales outlets located at some of the main public
transport hubs, such as airports and railway and underground railway stations - recorded
growth of 42.6% for a value of Euro 10,034 thousand, also thanks to the October 2018 opening
of the ex-DPS/Trony sales outlet at the underground railway station of Milan San Babila.
The Grey category, namely cameras, video cameras, smartphones, tablets, computers and
laptops, monitors, printers, telephone system accessories, as well as all wearable technological
products, kept its incidence on total revenues unchanged at 47.2%, generating turnover of
Euro 992,867 thousand, up 12.3% on the Euro 883,984 thousand of last year, thanks to the
good performance of the telephone systems segment, which benefited from a mix movement
towards the top of the range and the good performance of several new models, as well as a
positive trend in sales of wearables and accessories, in particular earpieces.
The White category, composed of major domestic appliances (MDA) such as washing
machines, tumble driers, refrigerators or freezers and ovens, small domestic appliances
(SDA) such as vacuum cleaners, kettles, coffee machines as well as the climate control
segment, generated turnover of Euro 548,547 thousand, up 11.2% on the Euro 493,337
thousand of last year, thanks to the success of the vacuum segment and the increased
penetration of tumble driers and dishwashers.
76
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
Consolidated Financial Statements 234 - 235
The Brown category, comprising televisions and their accessories, audio devices, smart-
TV devices and car accessories, as well as memory storage systems, such as CDs/DVDs
or USB pen drives, booked period growth in revenues up to Euro 367,920 thousand
(+12.9% on the Euro 325,980 thousand of last year), benefiting from the growing success
of top-of-the-range televisions, in particular ultraHD and OLED, the good performance of
the audio segment and the driving effect of the 2018 football world cup.
The table below contains a breakdown of the revenues per geographical area:
Period ended
Year ended
The item includes rental income relating to the sub-leasing of spaces for other activities,
and insurance claims relating to theft or damage caused to stores. Please note that during
the year, the following took place: (i) booking of the insurance reimbursement for Euro
1,520 thousand, obtained in connection with the 25 February 2017 fire at the Oderzo (TV)
sales outlet; and (ii) the reclassification to the item Revenues which took place following
77
The Group applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e.
1 March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
the clarifications introduced by the new accounting standard IFRS 15 of the charging
back of costs relating to the Unieuro Club loyalty scheme. For more details, please refer
to Note 2.7.1 Changes to the accounting standards.
Year ended
The item “Purchases of materials and external services”, taking into account the item “Change
in inventories”, rose from Euro 1,674,347 thousand as at 28 February 2018 to Euro 1,875,337
thousand in the year ended 28 February 2019, an increase of Euro 200,990 thousand or 12.0%.
The main increase is attributable to the item “Purchase of goods” for Euro 183,879
thousand mainly resulting from the increase in turnover due to (i) external and internal
growth actions, (ii) the favourable performance of the second half of the year, marked by
the truly excellent Black Friday and (iii) the significantly positive Christmas season.
The item “Building rental and expenses” rises by Euro 7,414 thousand on 28 February
2018, or 11.6%; this increase is due to the (i) run rate of acquisitions made during the
second part of the previous year; (ii) acquisitions made during the year ended on 28
February 2019 and (iii) the new openings made during the reference period.
The item “Transport” rose from Euro 42,832 thousand as at 28 February 2018 to Euro
54,011 thousand as at 28 February 2019, mainly as a result of the increased volume of
business and due to the increasing weight of home deliveries relating to online orders.
Consolidated Financial Statements 236 - 237
The item “Marketing” fell from Euro 50,368 thousand at 28 February 2018 to Euro 49,996
thousand at 28 February 2019. Marketing and advertising were structured and planned to
direct potential customers to physical sales outlets and to the Online channel. There was
a fall in traditional marketing activities in the year ended 28 February 2019, partly offset
by the increase in digital marketing activities.
The item “Utilities” increased by Euro 1,288 thousand compared with 28 February 2018 or 10.1%,
with the increase mainly due to the increase in the number of sales outlets recorded in the year.
The item “General sales expenses” increased from Euro 8,858 thousand at 28 February
2018 to Euro 10,205 thousand at 28 February 2019. The item mainly includes the cost of
fees on sales transactions with the increase due to the increase in turnover.
The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by Euro 1,655 thousand compared with 28 February 2018 or 20.5%
with the increase mainly relating to: (i) the increase in operating costs as a result of
the increase in stores following the acquisitions made from the second quarter of the
previous year and (ii) the increase in the cost of insurance, particularly following the
catastrophic events due to the fire at the Oderzo point of sale which took place on 25
February 2017 and the theft at the Piacenza warehouse which took place in August 2017
with a new insurance contract concluded with a new syndicate of insurers which led to an
increase in the premium. The effect of that item on revenues is substantially unchanged,
equal to 0.5% at 28 February 2019 (0.4% at 28 February 2018).
The item “Consultancy” fell from Euro 9,233 thousand at 28 February 2018 to Euro 8,410
thousand at 28 February 2019. This performance is due to the combined effect of: (i) a
decrease mainly relating to the costs incurred by the Company with regard to the listing
of the Company’s shares on the Mercato Telematico Azionario – STAR Segment of Borsa
Italiana S.p.A. which was concluded on 4 April 2017, (ii) an increase as a result of the
consultancy fees incurred for the merger project involving the subsidiary Monclick and
(iii) the increase in the costs incurred for strategic projects.
Year ended
Personnel costs went from 156,296 thousand in the year ended 28 February 2018 to Euro 168,878
thousand in the year ended 28 February 2019, an increase of Euro 13,582 thousand or 8.7%.
The item “Wages and salaries” increased by Euro 8,759 or around 7.7% with the increase due
mainly to (i) an increase in the number of employees following acquisitions and the opening
of new stores and (ii) the strengthening of certain strategic functions at the head office.
The item “Other personnel costs”, was equal to Euro 2,627 thousand at 28 February 2019
(Euro 2,665 thousand at 28 February 2018); this item mainly includes the reporting of
Euro 2,024 thousand as the cost for the share-based payment plan known as the Long
Term Incentive Plan concluded during the year. Refer to Note 5.27 for more details about
the share-based payment agreements.
Year ended
”Other operating costs and expenses” went from Euro 8,531 thousand in the year ended
28 February 2018 to Euro 6,445 thousand in the year ended 28 February 2019, a decrease
of Euro 2,086 thousand or 24.5%.
The decrease is due to the combined effect of: (i) reduction of non-income tax and duties
and (ii) decline in the impairment of doubtful debt.
The item “Other operating costs” includes costs for charities, customs and capital losses.
Year ended
The item “Depreciation, amortisation and write-downs” went from Euro 21,728 thousand in
the year ended 28 February 2018 to Euro 27,568 thousand in the year ended 28 February
2019, a rise of Euro 5,840 thousand or 26.9%. The increase relates to the progressive
increase in investments made in recent years also related to new acquisitions.
The item “Write-downs/(write backs) of tangible and intangible fixed assets” increased in
the year ended 28 February 2019 compared with the year ended 28 February 2018 as a
result of the operations carried out at the sales outlets and as a result of the construction
of the new Piacenza logistics hub which led to the impairment of several assets in the old
warehouse. The item also includes the write-down of the assets relating to the stores for
which onerous contracts were identified, in other words rental agreements in which the
non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.
Year ended
Interest income 5 26
“Financial income” went from Euro 303 thousand in the year ended 28 February 2018
to Euro 1,588 thousand in the year ended 28 February 2019, an increase of Euro 1,285
thousand. The change is mainly due to the income from the removal of the acquisition
debt for Monclick S.r.l. of Euro 1,500 thousand recorded following the signing which took
place on 1 August 2018 of the settlement agreement with Project Shop Land S.p.A..
Year ended
“Financial expenses” went from Euro 7,933 thousand in the year ended 28 February 2018
to Euro 4,252 thousand in the year ended 28 February 2019, a decrease of Euro 3,681
thousand or 46.4%.
The item “Interest expense on bank loans” fell at 28 February 2019 by Euro 4,007 thousand
compared with the same period of the previous year; this decrease is mainly due to the signing,
on 22 December 2017, of the new Loan Agreement. The Loan Agreement has significantly
better conditions compared with the previous loan, particularly with regard to (i) a reduction
in the interest rate; (ii) the extension of the duration by five years; (iii) greater operational
flexibility related to the reduction in the number of funding institutions, covenants and
contractual restraints; as well as (iv) the removal of collateral in favour of the lending banks.
The item “Other financial expenses” equal to Euro 1,607 thousand as at 28 February 2019
(Euro 1,281 thousand as at 28 February 2018) mainly includes the interest relating to other
financial liabilities and the expenses related to the cash discounts given to customers.
Year ended
The table below contains the reconciliation of the theoretical tax burden with the actual one:
Year ended
(In thousands of Euros and as a percentage
of the profit before tax) 28 February 2019 % 28 February 2018 %
The impact of taxes on income is calculated considering (accrual to)/release from tax
provision for tax disputes. In the financial years ended 28 February 2019 and 28 February
2018 the impact of taxes on the pre-tax result was 7.1% positive and 6.0% negative,
respectively; the fall was due to the recording of deferred tax income on tax losses of
Euro 7,241 thousand. For more details, please see Note 5.4.
It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Consolidated Financial Statements 240 - 241
The item “Allocation to tax provision” went from a release of Euro 497 thousand in the
financial year ended 28 February 2018 to a provision of Euro 66 thousand in the financial
year ended 28 February 2019.
Year ended
Adjusted consolidated profit (loss) for the year [A] 28,895 10,958
Basic and diluted earnings per share (in Euro) [A/B] 1.44 0.55
(1)
The average number of shares (in thousands) considered for the purpose of calculating the basic ear-
nings per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
The details of the calculation of the diluted earnings per share are given in the table
below:
Year ended
The average number of shares (in thousands) considered for the purpose of calculating the diluted
(1)
earnings per share was defined using the number of Unieuro S.p.A. shares issued on 12 December 2016.
(2)
The effect of the share options on the issue, considered for the purpose of calculating the result for the
diluted earnings per share refers to the shares assigned under the share-based payment plan known as
the Long Term Incentive Plan which, as required by IFRS 2 can be converted based on the conditions
accrued in the respective financial years.
5.26 Statement of cash flows
The key factors that affected cash flows in the three years are summarised below:
Year ended
Adjustments for:
58,527 42,399
Changes in:
Net cash flow from (used in) operating activities 82,312 85,203
The net cash flow from (used in) operating activities went from Euro 85,203 thousand in
the year ended 28 February 2018 to Euro 82,312 thousand in the year ended 28 February
2019. The positive cash generation is connected with the positive trend of revenues and
benefited from both external and internal growth actions and the favourable performance
of the second half of the year, marked by a truly excellent Black Friday and a very positive
Christmas season. This performance is partially offset by a rise in trade receivables
generated by the Indirect channel, as a result of the partnership stipulated with Finiper
during the year.
Consolidated Financial Statements 242 - 243
Year ended
Investment activities absorbed liquidity of Euro 37,784 thousand and Euro 57,138 thousand,
respectively, in the years ended 28 February 2019 and 28 February 2018.
With reference to the year ended 28 February 2019, the Company’s main requirements
involved:
• Investments in companies and business units of Euro 5,587 thousand relate to the
share of the purchase price paid for the business unit of DPS Group S.r.l. for Euro
3,400 thousand and the business unit of Galimberti S.p.A. for Euro 2,187 thousand;
• investments in plant, machinery and equipment of Euro 26,386 thousand, mainly relate
to interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible assets for Euro 2,761 thousand relative to the costs incurred
for the purchase of new hardware, software, licences, also in view of the necessary
regulatory adjustments in respect of privacy, telematic fees and electronic invoicing,
and start-up of existing applications with a view to the digitalisation of stores and the
development of advanced functions for online platforms with the goal of making each
customer’s omnichannel experience increasingly more practical and pleasant.
Year ended
Financing absorbed liquidity of Euro 21,504 thousand in the year ended 28 February 2019
and Euro 3,317 thousand for the year ended 28 February 2018.
The cash flow from financing activities as at 28 February 2019 mainly reflects:
• a decrease in financial liabilities of Euro 4,700 thousand mainly due to the use of the
hot money line for Euro 3,000 thousand and to the normal repayment of principal
shares of the Loan for Euro 7,500 thousand;
• an increase in other financial liabilities of Euro 3,196 thousand mainly due to the
increase in debts of assets subject to financial leasing;
• the distribution of a dividend of Euro 20,000 thousand as approved on 5 June 2018
by the Shareholders’ Meeting.
The Regulations also provide for the terms and conditions described below:
• Condition: the Plan and the grant of the options associated with it will be subject to
the conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
• Recipients : the Plan is addressed to Directors with executive type positions,
associates and employees (managers and others) of Unieuro (“Recipients”) that were
identified by the Board of Directors within those who have an ongoing employment
relationship with Unieuro and/or other companies of the Group. Identification of
the Recipients was made on the basis of a discretionary judgment of the Board
of Directors that, given the purpose of Long Term Incentive Plan, the strategies of
Unieuro and the Group and the objectives to be achieved, took into account, among
other things, the strategic importance of the role and impact of the role on the
pursuit of the objective;
• Object: the object of the Plan is to grant the Recipients option rights that are not
transferable by act inter vivos for the purchase or subscription against payment of
Consolidated Financial Statements 244 - 245
ordinary shares in Unieuro for a maximum of 860,215 options, each of which entitling
the bearer to subscribe one newly issued ordinary share (“Options”). If the target is
exceeded with a performance of 120%, the number of Options will be increased up
to 1,032,258. A share capital increase was approved for this purpose for a nominal
maximum of Euro 206,452, in addition to the share premium, for a total value (capital
plus premium) equal to the price at which Unieuro’s shares will be placed on the MTA
through the issuing of a maximum of 1,032,258 ordinary shares;
• Granting: the options will be granted in one or more tranches and the number of Options
in each tranche will be decided by the Board of Directors following consultation with
the Remuneration Committee;
• Exercise of rights : the subscription of the shares can only be carried out after 31 July
2020 and within the final deadline of 31 July 2025;
• Vesting: the extent and existence of the right of every person to exercise options
will happen on 31 July 2020 provided that: (i) the working relationship with the
Recipient persists until that date, and (ii) the objectives are complied with, in terms
of distributable profits, as indicated in the business plan on the basis of the following
criteria:
- in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
- if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
- if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
- if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
• Exercise price: the exercise price of the Options will be equal to the issue price on the
day of the IPO amounting to Euro 11 per share;
• Monetary bonus: the recipient who wholly or partly exercises their subscription rights
shall be entitled to receive an extraordinary bonus in cash of an amount equal to the
dividends that would have been received at the date of approval of this Plan until
completion of the vesting period (29 February 2020) with the exercise of company
rights pertaining to the Shares obtained during that year with the exercise of
Subscription Rights;
• Duration: the Plan covers a time horizon of five years, 2018- 2025.
In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets 100%, were taken into account.
In determining the fair value at the allocation date of the share-based payment, the
following data was used:
The acquisition has a strong strategic value for Unieuro as it allows it to significantly strengthen
its presence in Milan. The procurement price, paid in full, was Euro 3,400 thousand.
The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control, namely from 23 August 2018.
Consolidated Financial Statements 246 - 247
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
% Acquired 100%
Retail 1,240
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under IAS
38. The Key Money paid for the opening of the sales outlets was considered as a payout cost
related to a real estate lease and feature a relation between the location of the sales outlet and
factors such as the number of visitors, the prestige of having a sales outlet in a certain location
and a presence in an area where there is a competitor. The Company used external consultants
with proven experience to evaluate the fair value who, using evaluation methods in line with
the best professional practices, estimated the value of the Key Money at Euro 1,947 thousand.
The residual goodwill measured during the business combination of Euro 1,240 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
Acquisition of the Galimberti S.p.A. business unit
Following participation in the competitive procedure launched by the Court of Milan, on 10
October 2018, Unieuro was awarded the contract for a business unit of Galimberti S.p.A.,
in an arrangement with creditors. The business unit is made up of 5 stores currently under
the Euronics brand, located in Villafranca di Verona, San Giorgio delle Pertiche (Padua),
Castelfranco Veneto (Treviso), Pergine Valsugana (Trento) and Fiume Veneto (Pordenone).
The price for the sale of the company is Euro 2,489 thousand of which Euro 500 thousand
paid by way of deposit.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
% Acquired 100%
Retail 473
Retail 1,882
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. The Key Money paid for the opening of the sales outlets was considered as a
payout cost related to a real estate lease and feature a relation between the location of
Consolidated Financial Statements 248 - 249
the sales outlet and factors such as the number of visitors, the prestige of having a sales
outlet in a certain location and a presence in an area where there is a competitor. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at Euro 473 thousand.
The residual goodwill measured during the business combination of Euro 1,882 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
6. Related-party transactions
The tables below summarise the Group’s credit and debt relations with related parties as
at 28 February 2019 and as at 28 February 2018:
At 28 February 2019
Other current
liabilities - (96) (233) (278) (607) 189,103 (0.3%)
Other non-
current liabilities - - (1,440) (1,440) 1,466 (98.2%)
At 28 February 2018
At February 2019
Purchases of
materials and
external services (262) (97) (690) - (1,049) (1,923,930) 0.1%
At February 2018
Purchases of
materials and
external services (87) (151) (571) - (809) (1,715,540) 0.0%
Personnel costs - - - (4,608) (4,608) (156,296) 2.9%
Total (87) (151) (571) (4,608) (5,417)
Consolidated Financial Statements 250 - 251
• Stock option plan known as the Long Term Incentive Plan reserved to Executive
directors, contractors and employees of Unieuro. The Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;
• relations with Directors and Main Managers, summarised in the table below:
Main managers
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Chief Corporate Development Officer - Andrea
Scozzoli Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Group’s cash flows with related parties as at 28 February
2019 and as at 28 February 2018:
Related parties
Impact on
Rhône Capital Board of Main Total balance balance sheet
II L.P. directors managers Total sheet item item
- (647) (2,815)
7. Other information
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that,
at the date of the approval of these financial statements, the provisions set aside are
sufficient to guarantee the correct representation of the financial information.
Year ended
As at 28 February 2019, the amount of rental fees due for operating lease agreements is
given below:
As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:
The rent still due to operating lease agreements reported an increase of Euro 10,098
thousand in the year ended 28 February 2019 compared with the year ended 28 February
2018, mainly due to the combined effect of: (i) taking over the rental agreements of
the sales outlets acquired, (ii) new openings of sales outlets during the year and (iii)
renegotiation with some landlords of the main contractual conditions.
Consolidated Financial Statements 254 - 255
Prices
Type of service Entity providing the service (in thousands of euros)
Total 934
Subsequent events
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.
Market leadership
On 15 March, the Board of Directors examined some of the preliminary results of the
year ended on 28 February 2019. In light of the revenues standing at 2.1 billion euros,
for the first time ever, Unieuro is a market leader, no longer just in terms of number of
sales outlets and profitability, but also business volumes. And this leadership position
is set to increase even further in the current year, with the consolidation of the former
Pistone stores, the start-up of the Unieuro shops-in-shops by Iper and the incremental
contribution of purchases and new openings completed in the last twelve months.
Consolidated Financial Statements 256 - 257
Appendix 1
Statement of Financial Position as at 28/02/2019 prepared applying the provisions
pursuant to Consob Resolution 15519 of 27/07/2006 and Consob Communication
DEM/6064293 of 28/07/2006.
Year ended
28 February Of which with Weight 28 February Of which with Weight
(Amounts in thousands of Euros) 2019 Related-Parties % 2018 Related-Parties %
Plant, machinery, equipment and
other assets 84,942 74,831
Year ended
Of which
28 Of which 28 with
(Amounts in February with Related- Weight February Related- Weight
thousands of Euros) 2019 Parties % 2018 Parties %
Appendix 3
Cash Flow Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.
Year ended
Of which Of which
with with
28 February Related- 28 February Related-
(Amounts in thousands of Euros) 2019 Parties Weight % 2018 Parties Weight %
Profit (loss) for the year 28,895 (6,154) (21.3%) 10,958 (5,417) (49.4%)
Adjustments for: - -
Changes in:
- Other changes in operating assets and liabilities 27,332 930 3.4% 21,213 4,009 18.9%
Cash flow generated /(used) by operating
activities 27,766 (3,800) (13.7%) 51,629 (227) (0.4%)
Net cash flow from (used in) operating activities 82,312 (3,800) (4.7%) 85,203 (227) (0.3%)
Year ended
28 Of which 28 Of which
(Amounts in February non- Weight February non- Weight
thousands of Euros) 2019 recurring % 2018 recurring %
Total revenue and income 2,108,862 1,809 0.1% 1,880,187 929 0.0%
Purchases of materials and
external services (1,923,930) (6,901) 0.4% (1,715,540) (14,338) 0.8%
ATTESTATION OF THE
CONSOLIDATED FINANCIAL
STATEMENTS AS AT
28 FEBRUARY 2019, IN
ACCORDANCE WITH ART.
81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY
1999 AS SUBSEQUENTLY
AMENDED AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, as Chief Executive Officer, and
Italo Valenti, as the manager in charge of preparing the Unieuro Group’s corporate and
accounting documents, hereby certify, also considering the provisions of Article 154-bis,
paragraphs 3 and 4 of Legislative Decree No. 58 of 24 February 1998:
• the adequacy in relation to the company’s characteristics; and
• the effective implementation of the administrative and accounting procedures for the
preparation of the consolidated financial statements of the Unieuro Group in financial
year 2019.
It is also certified that the FY 2019 consolidated financial statements of the Unieuro Group:
• were prepared in accordance with the applicable international accounting standards
recognised in the European Community pursuant to Regulation (EC) 1606/2002 of
the European Parliament and of the Council of 19 July 2002;
• correspond to the results of the books and accounting records;
• provide a true and accurate representation of the balance sheet, income statement and
financial position of the issuer and of all the companies included in the consolidation.
The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer and all companies included in consolidation, together
with a description of the main risks and uncertainties to which they are exposed.
08 May 2019
(Translation from the Italian original which remains the definitive version)
To the shareholders of
Unieuro S.p.A.
Opinion
We have audited the consolidated financial statements of the Unieuro Group (the
“group”), which comprise the statement of financial position as at 28 February 2019,
the income statement and statements of comprehensive income, changes in equity
and cash flows for the year then ended and notes thereto, which include a summary
of the significant accounting policies.
In our opinion, the consolidated financial statements give a true and fair view of the
financial position of the Unieuro Group as at 28 February 2019 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.
Unieuro Group
Independent auditors’ report
28 February 2019
Recoverability of goodwill
Notes to the consolidated financial statements: note 2.6 - The use of estimates and
valuations in the preparation of the consolidated financial statements; note 2.7.2 -
Significant accounting policies; note 5.2 - Goodwill
2
Unieuro Group
Independent auditors’ report
28 February 2019
Measurement of inventories
Notes to the consolidated financial statements: note 2.5 - Use of estimates and
judgements in the preparation of the consolidated financial statements; note 2.7.2 -
Significant accounting policies; note 5.6 - Inventories
3
Consolidated Financial Statements 264 - 265
Unieuro Group
Independent auditors’ report
28 February 2019
4
Unieuro Group
Independent auditors’ report
28 February 2019
5
Consolidated Financial Statements 266 - 267
Unieuro Group
Independent auditors’ report
28 February 2019
Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The parent’s directors are responsible for the preparation of the group’s directors’
report and report on corporate governance and ownership structure at 28 February
2019 and for the consistency of such reports with the related consolidated financial
statements and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the group’s
consolidated financial statements at 28 February 2019 and their compliance with the
applicable law and to state whether we have identified material misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the group’s consolidated financial statements at 28 February 2019 and have
been prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.
6
Unieuro Group
Independent auditors’ report
28 February 2019
KPMG S.p.A.
Luca Ferranti
Director
7
Consolidated Financial Statements 268 - 269
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
(Translation from the Italian original which remains the definitive version)
Pursuant to article 3.10 of Legislative decree no. 254 of 30 December 2016 (the
“decree”) and article 5 of the Consob (the Italian Commission for listed companies and
the stock exchange) Regulation adopted with Resolution no. 20267 of 18 January
2018, we have been engaged to perform a limited assurance engagement on the
2019 consolidated non-financial statement of the Unieuro Group (the “group”)
prepared in accordance with article 4 of the decree, presented in the specific section
of the directors’ report and approved by the board of directors on 8 May 2019 (the
“NFS”).
The Collegio Sindacale is responsible for overseeing, within the terms established by
the Italian law, compliance with the decree’s provisions.
Auditors’ responsibility
Our responsibility is to express a conclusion, based on the procedures performed,
about the compliance of the NFS with the requirements of the decree and the GRI
Standards. We carried out our work in accordance with the criteria established by
“International Standard on Assurance Engagements 3000 (revised) - Assurance
Engagements other than Audits or Reviews of Historical Financial Information” (“ISAE
3000 revised”), issued by the International Auditing and Assurance Standards Board
applicable to limited assurance engagements. This standard requires that we plan
and perform the engagement to obtain limited assurance about whether the NFS is
free from material misstatement. A limited assurance engagement is less in scope
than a reasonable assurance engagement carried out in accordance with ISAE 3000
revised, and consequently does not enable us to obtain assurance that we would
become aware of all significant matters and events that might be identified in a
reasonable assurance engagement.
The procedures we performed on the NFS are based on our professional judgement
and include inquiries, primarily of the parent’s personnel responsible for the
preparation of the information presented in the NFS, documental analyses,
recalculations and other evidence gathering procedures, as appropriate.
Specifically, we carried out the following procedures:
1. Analysing the material aspects based on the entity’s business and characteristics
disclosed in the NFS, in order to assess the reasonableness of the identification
process adopted on the basis of the provisions of article 3 of the decree and
taking into account the reporting standards applied.
2. Analysing and assessing the identification criteria for the reporting scope, in order
to check their compliance with the decree.
3. Comparing the financial disclosures presented in the NFS with those included in
the group’s consolidated financial statements.
4. Gaining an understanding of the following:
- the group’s business management and organisational model, with reference to
the management of the aspects set out in article 3 of the decree;
- the entity’s policies in connection with the aspects set out in article 3 of the
decree, the achieved results and the related key performance indicators;
2
Consolidated Financial Statements 270 - 271
Unieuro Group
Independent auditors’ report
28 February 2019
- the main risks generated or borne in connection with the aspects set out in
article 3 of the decree.
Moreover, we checked the above against the disclosures presented in the NFS
and carried out the procedures described in point 5.a).
5. Understanding the processes underlying the generation, recording and
management of the significant qualitative and quantitative information disclosed in
the NFS.
Specifically, we held interviews and discussions with the parent’s management
personnel. We also performed selected procedures on documentation to gather
information on the processes and procedures used to gather, combine, process
and transmit non-financial data and information to the office that prepares the
NFS.
Furthermore, with respect to significant information, considering the group’s
business and characteristics:
- at parent and the subsidiary Monclick S.r.l. level:
a) we held interviews and obtained supporting documentation to check the
qualitative information presented in the NFS and, specifically, the business
model, the policies applied and main risks for consistency with available
evidence,
b) we carried out analytical and limited procedures to check, on a sample
basis, the correct aggregation of data in the quantitative information.
Conclusion
Based on the procedures performed, nothing has come to our attention that causes
us to believe that the 2019 consolidated non-financial statement of the Unieuro Group
has not been prepared, in all material respects, in accordance with the requirements
of articles 3 and 4 of the decree and the GRI Standards.
KPMG S.p.A.
Luca Ferranti
Director
3
ANNUAL
FINANCIAL
STATEMENTS
INDEX
Annual financial statements
Notes 282
1. Introduction 282
2. Criteria adopted for preparation of the financial statements
of the company and summary of the accounting principles 283
2.1 Basis of preparation of the financial statements 283
2.2 Preparation criteria 283
2.3 Statement of compliance with ifrs 283
2.4 Financial statement schedules 284
2.5 The use of estimates and valuations in the preparation
of the financial statements 284
2.6 Accounting principles 288
2.7 New accounting standards 309
3. Information on financial risks 311
3.1 Credit risk 311
3.2 Liquidity risk 312
3.3 Market risk 313
3.3.1 Interest rate risk 313
3.3.2 Currency risk 314
3.4 Fair value estimates 315
4. Information on operating segments 316
5. Notes to the individual balance sheet items 317
5.1 Plant, machinery, equipment and other assets 317
5.2 Goodwill 320
5.2.1 Impairment test 321
5.3 Intangible assets with a finite useful life 327
5.4 Deferred tax assets and deferred tax liabilities 330
5.5 Other current assets and other non-current assets 333
5.5.1 Impairment test on the value of the equity
investment 336
5.6 Inventories 338
5.7 Trade receivables 339
5.8 Current tax assets 340
Annual financial statements 274 - 275
Year ended
Income statement
Year ended
(1)The Base Result and diluted per share was computed with reference to the Profit/
(Loss) of the consolidated year.
The notes are an integral part of these annual financial statements.
(79)
nieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
U
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they
are presented in accordance with IAS 18, IAS 11 and the related interpretations.
Statement of comprehensive income
Year ended
(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201879
PROFIT/(LOSS) FOR THE CONSOLIDATED YEAR 28,169 8,521
Other components of comprehensive income
that are or could be restated under profit/(loss)
for the consolidated year:
Gain (losses) on cash flow hedges 5.13 (171) (250)
Income taxes 47 59
Total other components of comprehensive
income that are or could be restated
under profit/(loss) for the year 5.10 (124) (191)
Other components of comprehensive income that
will not subsequently be restated under profit/
(loss) for the consolidated year:
Actuarial gains (losses) on defined benefit plans 5.12 (634) 64
Income taxes 177 (18)
Total other components of comprehensive
income that will not subsequently be restated
under profit/(loss) for the year: 5.10 (457) 46
Total statement of comprehensive
income for the year 27,588 8,376
(79)
nieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
U
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they
are presented in accordance with IAS 18, IAS 11 and the related interpretations.
Annual financial statements 278 - 279
Year ended
(Amounts in thousands of Euros) Notes 28 February 2019 28 February 201879
Cash flow from operations
Profit (Loss) for the Year 5.10 28,169 8,521
Adjustments for:
Income taxes 5.24 (1,061) 861
Net financial expenses (income) 5.23 2,962 7,621
Depreciation, amortisation and write-downs 5.22 29,876 27,346
Other changes 1,325 1,386
61,271 45,735
Changes in:
- Inventories 5.6 (48,945) (43,637)
- Trade receivables 5.7 (1,277) (5,163)
- Trade payables 5.16 47,854 81,033
- Other changes in operating assets and liabilities 5.5-5.14-5.15 23,029 20,860
Cash flow generated /(used) by operating activities 20,661 53,093
Taxes paid 5.24 (741) -
Interest paid 5.23 (3,538) (8,816)
Net cash flow from (used in) operating activities 5.26 77,653 90,012
Cash flow from investment activities
Purchases of plant, equipment and other assets80 5.1 (29,382) (33,615)
Purchases of intangible assets 5.3 (2,760) (9,270)
Collections from the sale of plant, equipment
and other assets 5.1 1
Investments in equity investments 5.5 - (9,283)
Investments for business combinations
and business units 5.5 (5,587) (10,985)
Cash flow generated/(absorbed)
by investing activities 5.26 (37,729) (63,152)
Cash flow from investment activities
Increase/(Decrease) in financial liabilities 5.11 (4,700) 16,529
Increase/(Decrease) in other financial liabilities 5.13 1,979 154
Distribution of dividends 5.10 (20,000) (20,000)
Cash flow generated/(absorbed)
by financing activities 5.26 (22,721) (3,317)
Net increase/(decrease) in cash and cash
equivalents 17,203 23,543
OPENING CASH AND CASH EQUIVALENTS 60,209 36,666
Net increase/(decrease) in cash and cash
equivalents 17,203 23,543
CLOSING CASH AND CASH EQUIVALENTS 77,412 60,209
Extraordinary
(Amounts in thousands of Euros) Notes Share capital Legal reserve reserve
Distribution of dividends - - -
Share-based payment settled
with equity instruments - - -
Reserve for
actuarial gains/
(losses) on Reserve for Total
Cash flow defined share-based Profit/(loss) shareholders’
hedge reserve benefit plans payments Other reserves carried forward equity
- - - - 8,521 8,521
(191) 46 - - (145)
- - - - - -
- - - - (11,587) (20,000)
- - - - 4,038 4,038
- - - - 28,169 28,169
- - - - (8,521) (8,521)
- - - (20,000) - (20,000)
Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.
On 09 June 2017 On 23 February 2017, Unieuro completed a contract for the purchase
of 100% of the share capital of Monclick S.r.l. (hereinafter also referred to as “Monclick”).
The price agreed by the parties was Euro 10,000 thousand. Through its acquisition of
Monclick, Unieuro intends to strengthen its position in the online sales sector (exploiting
Monclick’s competitive position) and to launch and develop, as the leading specialist
operator, the marketing of electronic consumer goods in the B2B2C channel.
On 01 March 2019, Unieuro completed a contract for the purchase of 100% of the share
capital of Carini Retail S.r.l. (hereinafter also referred to as “Carini Retail”). The price
agreed by the parties was Euro 17,400 thousand. Through this acquisition, Unieuro
announced its launch in Sicily, a region numbering five million inhabitants, up until that
point poorly covered. The transaction took place through the acquisition of 100% of the
share capital of a newly-established company owning 12 sales outlets in Sicily, belonging
to Pistone S.p.A., one of the most important shareholders of the Expert buying group
operating in Italy, with registered office in Carini (Palermo).
On the basis of information available as at the date of the Annual Financial Report, Unieuro’s
major shareholders, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics Holdings
S.à.r.l.81 (accounting for the funds managed by Rhone Capital) with 33.8% and Alfa S.r.l.81
(Dixons Carphone plc) with 7.2%. Some shareholders that can be traced to the Silvestrini
family82 hold 5.1%, the asset management company Amundi Asset Management81 has 5% of
the capital of Unieuro and, finally, some top managers of Unieuro82 jointly hold 1.8%.
Please note that 28 November 2018 marked an end to the Shareholder Agreement
regarding Unieuro S.p.A., as stipulated on 10 December 2016, as subsequently amended,
by and between Italian Electronics Holdings S.à.r.l., Alfa S.r.l., Alexander S.r.l., Victor S.r.l,
GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest S.r.l. and Theta S.r.l., with reference
to the shares held in the Company’s share capital. On 09 January 2019, the agreeing
shareholders agreed to confirm some of the provisions of said shareholder agreement
through the stipulation of a new shareholder agreement, which ended on 31 January 2019
.
As at the date of the Annual Financial Report, Italian Electronics Holding S. à r.l., in light of
the current shareholding structure it is therefore the relative majority shareholder.
(81)
ource: Consob, relevant shareholders Unieuro S.p.A.
S
(82)
Source: re-processing of the results of the register of shareholders as at 12 June 2018
Annual financial statements 282 - 283
The annual financial statements are presented in Euro, which is the Company’s functional
currency. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is
hereby specified that any differences found in any tables are due to rounding of amounts
which are expressed in thousands of Euro.
The separate financial statements as at 28 February 2019, approved by the Company’s
Board of Directors on 08 May 2019 and submitted for the audit, will be presented for the
approval of the Shareholders’ Meeting.
Management regularly revises the estimates and assumptions and the effects of any
changes are presented in the income statement.
Following is a summary of the critical valuation processes and the key assumptions used
by the company in applying the IFRS, which can have significant effects on the values
recognised in the financial statements and for which there is a risk that differences of a
significant amount could arise compared to the book value of the assets and liabilities in
the future.
Recoverable amount
Non-current assets include property, plant, machinery, equipment and other assets,
goodwill, software and trademarks, equity investments and other non-current assets. The
company regularly monitors the carrying amounts of non-current assets held and used or
that will be sold, whenever events or circumstances warrant such checks. The company
tests goodwill for impairment at least once a year and whenever events or circumstances
indicate a possible impairment loss. The company regularly monitors the recoverability
of non-current assets’ carrying amounts by estimating the cash flows expected from the
use or sale of the asset and discounting them to calculate the asset’s present value. When
a non-current asset has undergone impairment, the company recognises an impairment
loss equal to the difference between the asset’s carrying amount and its recoverable
amount through use or sale, calculated using the cash flows included in the most recent
business plans.
The estimates and assumptions used as part of this analysis, in particular in performing
the impairment tests on equity investments and acquisitions, reflect the status of the
company’s knowledge regarding the business developments and take into account
provisions that are considered to be a reasonable insofar as the future developments on
the market and in the sector, but they are nevertheless still subject to a high degree of
uncertainty.
Assets from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that Unieuro offers to its customers.
This service is sold directly at the sales outlets through the recognition of an additional
amount over and above the product sold. Sales staff are recognised an incentive for each
additional sale made of extended warranty services.
When warranty services are sold, Unieuro records an asset equal to the vale of the
premiums paid to employees and then recognises this asset as a cost throughout the
time that the service is being provided. The release of this asset as a cost is determined
by the estimated interventions for repairs under warranty, consistently with the reversal
of the liability form the contract relative to the sale of the extended warranty service.
Trade payables
The Company has contracts for the supply of goods which include receipt of premiums
and, in certain circumstances, contributions classified in trade payables. These premiums
and contributions are recognised either as a percentage of the quantities purchased,
or as a fixed figure on the quantities purchased or sold, or as a defined contribution.
Especially with reference to those agreements whose term falls after the reporting date,
which account for a minor share of the premiums and contributions for the year, their
calculation is a complex accounting estimate entailing a high level of judgement as it
is affected by many factors. The parameters and information used for the estimate are
based on the purchased or sold volumes and valuations that consider historical figures of
premiums and contributions actually paid by suppliers.
Liabilities from the contract relating to the sale of extended warranty services
The extension of a product guarantee over and above the guarantee required of the
manufacturer by the law is among the services that Unieuro offers to its customers. This
service is offered by Unieuro and its affiliates and it is sold directly at the points of sale
against an additional amount over and above the sales price.
The warranty extension compared to the legal requirement can be in timing (more years
covered) and/or the risks covered (e.g., product damage) depending on the product
category sold.
When the warranty service is sold, Unieuro recognises a liability equal to the sales value of
said service and then reclassifies it to revenue over the service term. This reclassification
of said liability as a revenue is calculated considering the estimated number of repair work
interventions during the warranty period. These are estimated using historical information
on the nature, frequency and cost of the work provided under warranty spread out over
time to simulate the future occurrence of these events.
Annual financial statements 286 - 287
Provisions
The company recognises a provision for disputes and legal proceedings whenever it
deems it probable that it will have to disburse funds or when it can reasonably estimate the
related expense. If it is unable to estimate the cash disbursement or if such disbursement
becomes probable, the company does not set up a provision but simply discloses the
event in the notes.
During the normal course of business, the company monitors the status of pending
disputes and consults its legal and tax advisors. The amount of the related provisions
may vary over time due to future developments in these pending disputes.
Hedging derivatives
The fair value of derivatives is estimated using the prices on regulated markets or
provided by financial counterparts. In their absence, management estimates fair value
using valuation models that consider subjective variables, such as, for example, estimated
cash flows and price volatility.
2.6 Accounting principles
The accounting criteria and standards adopted for the preparation of these Annual
Financial Statements were the same as those applied in preparing the Unieuro annual
financial statements for the year ended 28 February 2018 apart from the new standards
and/or supplements adopted described in Note 2.6.1. Changes to the accounting
standards listed below.
The IASB anticipates adoption from 1 January 2018 and the European Union endorsed
it on 22 September 2016. In addition, on 12 April 2016 the IASB published amendments
to the principle: Clarifications to IFRS 15 “Revenue from Contracts with Customers”, also
applicable from 1 January 2018. The amendments are designed to clarify the methods
through which to identify companies are Principals or Agents and to decide whether
licence revenues should be rediscounted for the entire duration.
Unieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first
time adoption (i.e. 1 March 2018). Therefore, the information relating to the comparison
period have not been restated, namely they are presented in accordance with IAS 18, IAS
11 and the related interpretations.
Unieuro sales are mainly made to the end consumer, who pays the price of sale upon
collecting the product, i.e. at the time the entity fulfils its obligation. Sales made to the
Indirect channel and B2B channel are recorded at the time of the transfer of control of
goods and services at an amount that reflects the sum it expects to receive in exchange
for these products or services. For more details, please refer to Note 2.6.2 Key accounting
standards.
Annual financial statements 288 - 289
The table below summarises the impact, net of taxes, of the adoption of IFRS 15 on
retained earnings and non-controlling interests as at 1 March 2018.
28 February 2019
Balances without
28 February considering the
(Amounts in thousands 2019 effect of the appli-
of Euros) Notes As reported Adjustments Reclassifications cation of IFRS 15
Plant, machinery,
equipment
and other assets 84,851 - - 84,851
Goodwill 170,767 - - 170,767
Intangible assets with
a definite useful life 22,534 - - 22,534
Deferred tax assets 35,179 - - 35,179
Other non-current assets 15,045 - - 15,045
Total non-current assets 328,376 - - 328,376
Inventories 3 362,133 - (322) 361,811
Trade receivables 41,643 - - 41,643
Current tax assets 1-2 2,093 169 - 2,262
Other current assets 1 18,315 (5,958) - 12,357
Cash and cash equivalents 77,412 - - 77,412
Total current assets 501,596 (5,789) (322) 495,485
Total assets 829,972 (5,789) (322) 823,861
Share capital 4,000 - - 4,000
Reserves 29,535 - - 29,535
Profit/(loss) carried forward 1-2 54,156 (4,889) - 49,267
Total shareholders’ equity 87,691 (4,889) - 82,802
Financial liabilities 31,112 - - 31,112
Employee benefits 10,660 - - 10,660
Other financial liabilities 12,771 - - 12,771
Provisions 7,718 - - 7,718
Deferred tax liabilities 1 2,112 (1,126) - 986
Other non-current liabilities 1,466 - - 1,466
Total non-current liabilities 65,839 (1,126) - 64,713
Financial liabilities 12,455 - - 12,455
Other financial liabilities 7,683 - - 7,683
Trade payables 463,984 - - 463,984
Current tax liabilities 1,024 - - 1,204
Provisions 3 1,341 - 61 1,402
Other current liabilities 2-3 189,775 226 (383) 189,618
Total current liabilities 676,442 226 (322) 676,346
Total liabilities and
shareholders’ equity 829,972 (5,789) (322) 823,861
Annual financial statements 290 - 291
28 February 2019
Balances without
28 February considering the
(Amounts in thousands 2019 effect of the appli-
of Euros) Notes As reported Adjustments Reclassifications cation of IFRS 15
More information about the significant changes and their impact is given below.
IFRS 9
As described above, Unieuro began applying IFRS 9 starting 01 March 2018. Based on
the analyses conducted, the adoption of new accounting standard IFRS 9 Financial
Instruments, has not led to significant impacts in the financial statements ended 28
February 2019. In particular the new provisions of IFRS 9: (i) modify the classification
and valuation model for financial assets; (ii) introduce a new method for writing down
financial assets that takes into account expected losses (the (i) modify the classification
and valuation model for financial assets; (ii) introduce a new method for writing down
financial assets that takes into account expected losses (the expected credit losses); and
(iii) amend the provisions regarding hedge accounting.
the Company have been assigned to these units or groups of units. Each unit or group of
units to which the goodwill is allocated should:
• represent the lowest level within the entity at which the goodwill is monitored for
internal management purposes; and
• not be larger than the identified operating segments.
When an entity disposes of an operation within a CGU or group of units to which goodwill
has been allocated, the goodwill associated with that operation should be included in the
carrying amount of the operation when determining the gain or loss on disposal. The
goodwill disposed of in those circumstances is measured based on the relative values of
the activity disposed of and the portion of the units retained.
Any profits from the purchase of a company at favourable prices are immediately
recognised in the income statement, while costs related to the combination, other than
those which refer to the issue of bonds or equity instruments, are recognised as expenses
in the profit/(loss) of the year in which they are incurred.
After initial recognition, goodwill is not amortised and it is decreased by any impairment
losses, which are measured using the procedures described in the paragraph “Impairment
losses of non-financial assets”.
Transactions under common control are recognized at their carrying amount, i.e.,
without recognising a gain, pursuant to the IFRS and the guidance of OPI 1 (Assirevi’s
preliminary considerations about the IFRS) about the accounting treatment of business
combinations of entities under common control in the separate and consolidated financial
statements. According to these guidelines, in the event of business combinations in
which the acquired company is controlled by the same entity, whether before or after the
acquisition, the net assets must be recognised at their book value recorded in the books
of the acquired company prior to the operation. If the transfer values are higher than
these historical carrying amounts, the difference is eliminated by adjusting the acquirer’s
equity downwards.
Plant, machinery, equipment and other assets (property, plant and equipment)
Recognition and measurement
Property, plant and equipment are measured at acquisition cost including any directly
attributable costs less any accumulated depreciation and any accumulated impairment
losses.
Any financial expenses incurred for the acquisition or construction of capitalised assets
for which a specific period of time is normally required in order to render the asset ready
for usage or sale, are capitalised and amortised throughout the life of the asset class they
refer to. All other financial expenses are recognised in the income statements during the
year they refer to.
If a tangible fixed asset is composed of various components with differing useful lives,
these components are recognised separately (if they are significant components).
The profit or the loss generated by the sale of property, plant, machinery, equipment and
other assets is measured as the difference between the net consideration of the sale and
the net residual value of the asset, and it is recognised in the income statement during
the year in which the elimination takes place.
Subsequent expenditures
The costs incurred subsequently to the purges of the assets and the replacement cost of
certain parts of the assets recognised in this category are added to the book value of the
element they refer to and they are capitalised only if they increase the future economic
benefits of the asset itself. All other costs are recognised in the income statement once
incurred.
When the replacement cost of certain parts of the asset is capitalised, the net book
value of the replaced parts is allocated to the income statement. The extraordinary
maintenance expenses which increase the useful life of the tangible fixed assets are
capitalised and amortised on the basis of the residual possibility of use of that asset. The
costs for ordinary maintenance are recognised in the income statement in the year in
which they are incurred.
Assets under construction are recognised at cost under assets under construction for as
long as their construction is not available for use; when they become available for use, the
cost is classified in the relative item and depreciated.
Amortization
Depreciation of an asset begins when it is available for use and ceases at the earlier of
the date that the asset is classified as held for sale in accordance with IFRS 5 and the
date that the asset is derecognized. Any changes to the amortization plan are applied
prospectively.
The depreciable amount is the asset’s carrying amount less its estimated net sales value
at the end of its useful life, if material and reasonably determinable.
Depreciation rates are calculated considering each asset’s estimated useful life and the
internal utilization plans that consider the asset’s technological and physical wear and tear
and their estimated realisable value net of scrapping costs. When the asset comprises
more than one material component with different useful lives, depreciation is calculated
separately for each component. When events occur that indicate possible impairment of
tangible fixed assets, or when there are significant reductions in the market value of these
assets, significant technological changes or significant obsolescence, the net book value,
regardless of the depreciation that has already been recognised, is subject to verification
based on an estimate of the current value of future cash flows and eventually adjusted. If
the conditions for the impairment loss no longer exist in the future, the impairment loss
is reversed back to the carrying amount the asset would have had (net of depreciation)
had the impairment loss never been recognized.
Depreciation is calculated on a straight-line basis over the asset’s estimated useful life
using the following rates:
Category % used
Fixtures 15%
Automobiles 25%
Amortization
Intangible assets are amortized over their useful lives and are tested for impairment
whenever there is an indication of a possible impairment loss. The amortization period
and method are reviewed at each annual reporting date or more frequently if necessary.
Any changes to the amortization plan are applied prospectively.
The profits or the losses from elimination of an intangible fixed asset are measured from
the difference between the net revenue from the sale and the book value of the intangible
asset, and they are recognised in profit and loss in the year during which the elimination
takes place.
Category % used
Software 20%
Based on the duration of the lease starting
Entry rights from the date that the shop opens
Based on the duration of the lease starting
Key Money from the date that the shop opens
Brands 5-10%
Financial assets
Unieuro determines the classification of its financial assets on the basis of the business
model adopted for their management and the characteristics of the related cash flows
and, where adequate and permitted, revises this classification at the end of each year.
Trade receivables with no significant financial component are recognised at the price
defined for the related transaction (determined in accordance with the provisions of
standard IFRS 15 Revenue from Contracts with Customers).
Other receivables and loans are initially recognised on the financial statements at fair
value, increased by any accessory costs directly attributed to the transactions that
generated them.
Annual financial statements 296 - 297
An assigned receivable is eliminated if the assignment provides for the total transfer of
the connected risks and benefits (contractual rights to receive the flows from a financial
asset). The difference between the book value of an assigned asset and the consideration
received is recognised amongst financial items of income.
At subsequent measurement, the financial assets at amortised cost, with the exception
of receivables with no significant financial component, are discounted using the effective
interest rate. The effects of this measurement are recognised amongst the financial items
of income.
The impairment applied in accordance with IFRS 9 is booked to the Consolidated Income
Statement net of any positive effects linked to releases or write-backs and is stated
amongst operating costs.
b) Financial assets measured at fair value through other comprehensive income (“FVOCI”)
This category includes financial assets for which the following requirements are met:
(iii) the asset is held under the scope of a business model the aim of which is both to
collect on contractual cash flows and to sell the asset; and
(iv) the contractual terms of the asset envisage cash flows represented purely by
payments of principal and interest on the amount of principal to be repaid.
These assets are initially recognised on the financial statements at fair value, increased
by any accessory costs directly attributed to the transactions that generated them. At
subsequent measuring, the measurement applied at the time of booking is updated and
any changes in fair value are recognised on the statement of comprehensive income.
With reference to the impairment model, please refer to the description detailed in point
a) above.
c) Financial assets measured at fair value through profit and loss (“FVPL”)
This category includes financial assets that are not classified elsewhere in previous
categories (i.e. residual category). They are mainly derivatives.
Inventories
Inventories are measured at the lower of the cost and net realizable value. The cost of
inventories includes all costs required to bring the inventories to their current location
and status. It includes in particular the purchase price and other costs which are directly
attributable to the purchase of goods. Trade discounts, returns and other similar items
are deducted in determining the costs of purchase. The method used to allocate cost is
the weighted average cost method.
The value of the obsolete and slow moving inventories is written down in relation to the
possibility of use or realization, through Inventory bad debt provision.
Financial liabilities
Financial liabilities are initially recognized at the fair value of the consideration received
net of directly related transaction costs. After initial recognition, the financial liabilities are
measured using the amortised cost criteria, applying the effective interest rate method.
Discounting using the effective interest method is recognized under financial expense in
profit or loss.
If there is a change in expected cash flows, the value of the liabilities is recalculated to
reflect that change on the basis of the present value of the new expected cash flows and
the internal rate of return determined initially.
Leasing payables are initially booked at the fair value of the instrumental assets contracted
or, if less, at the current value of the minimum payments due.
Employee benefits
Post-employment benefits can be provided in the form of defined contribution plans
and/or defined benefit plans. They are based on the employees’ remuneration and length
of service.
Defined contribution plans are post-employment benefit plans where the company and
sometimes its employees pay fixed contributions into a separate entity (a fund) and have
no legal or constructive obligation to pay further contributions if the fund does not hold
sufficient assets to pay all employee benefits relating to employee service in the current
and prior periods.
Defined benefit plans are post-employment benefit plans other than defined contribution
plans. They may be unfunded, or they may be wholly or partly funded by contributions by
the company, and sometimes its employees, into an entity, or fund, that is legally separate
from the company and from which the employee benefits are paid.
The amount which accrues is projected into the future to estimate the amount payable
upon termination of the employment relationship and subsequently discounted to take
into account the time that has passed prior to the actual payment.
The adjustments to the liabilities regarding employee benefits are determined on the basis
of actuarial assumptions, which are based on demographic and financial assumptions and
recognised on an accrual basis concurrently with the employment services required in order
to obtain the benefit. The amount of the rights accrued during the year by the employees
and the portion of the interests on the accrued amount at the beginning of the period and
the corresponding movements referring to the same period observed is allocated to the
income statement under the item “Personnel expenses” while the financial expense arising
from the actuarial calculation is recognised in the comprehensive statement of income
under the item “Profit (loss) from restatement of defined benefit plans”.
The company engaged an external actuary to perform the actuarial valuation.
Following the amendments made to Italian post-employment benefits (TFR) by Law
no. 296 of 27 December 2006 and subsequent decrees and regulations (the “Pension
reform”) issued in early 2007:
• the benefits vested up to December 31, 2006 are considered to be a defined benefit
plan under IAS 19. Benefits provided to employees in the form of TFR which are
granted upon termination of the employment relationship are recognised in the
vesting period;
• TFR which accrues subsequently to 1 January 2007 is considered to be a defined
contribution plan and therefore the contributions accrued during the period are
recognised as a cost in their entirety and the portion which has not yet been paid
is recognised as a liability under “Other current liabilities”.
Provisions
A provision is recognized when the company has a present obligation (legal or constructive)
as a result of a past event, it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. When the Company believes that allocation to the provision
will be partially or fully refunded, for example in the case of risks covered by insurance
policies, the indemnification is recognised distinctly and separately in assets if, and only
if, it is practically certain. In this case, the cost of the eventual allocation is shown in the
income statement net of the amount recognised for the indemnification. When the effect
of the time value of money is significant, the company discounts the non-current part of
the provision.
Restructuring provision
A provision is established for restructuring when there is a detailed and official programme
for restructuring that has been approved and the restructuring has begun or the main
aspects of which have been publicly disclosed to third parties.
Trade payables
Trade payables are recognized at their nominal amount, net of discounts, returns or
invoicing adjustments, which is equal to the fair value of the company’s obligation. When
a financial transaction takes place based on the terms of payment that have been agreed,
the payables are measured at amortised cost through discounting of the nominal value
receivable, with a discount recognised as a financial expense.
Annual financial statements 300 - 301
If the analysis shows that there are potential losses due to impairment, the management
will make a preliminary check relative to the useful life, the amortisation criterion, and the
residual value of the asset and, based on the applicable accounting standard, shall make
any amendments to these parameters; specific analysis relative to the impairment of the
asset will take place at a later time.
As described in IAS 36, the recoverable value of an asset is the higher of the value in use
and the fair value (net of costs to sell) of the asset itself. Furthermore, in the definition
provided in the international accounting standard, the instructions are the same whether
they refer to a single asset or to cash flow generating units.
In order to best understand the guidance of IAS 36, some key definitions are set out
below:
Value in use: this is the present value of the future cash flows expected to be derived from
an asset or cash generating unit. In particular, an asset generates cash flows, which will be
discounted at a pre-tax rate which reflects the market valuations on the current value of
money and the specific risks inherent in the asset. These cash flows are determined based
on the company’s business plan. These plans are constructed on the basis of detailed
budgets and separate calculations for each asset/cash generating unit. The budgets do
not include the effects of extraordinary activities (restructurings, sales and acquisitions)
and cover a maximum period of five years.
Fair value: it represents the price that could be secured for the sale of an asset or
which could be paid for the transfer of a liability in an arm’s length transaction on the
measurement date. The company uses valuation models to determine fair value based on
quoted shares, multiple models and other available indicators.
Cash-generating unit (CGU): the smallest identifiable group of assets that generates cash
inflows that are largely independent of the cash inflows from other assets or groups of
assets. A group of assets is the smallest identifiable group able to generate incoming
cash flows;
Book value: the book value is the value of assets net of depreciation, write-downs and
write backs.
It is not always necessary to determine both an asset’s fair value and its value in use.
If either of these amounts exceeds the asset’s carrying amount, it is not necessary to
estimate the other amount. It may not be possible to determine fair value of an asset or
a cash-generating unit because there is no basis for making a reliable estimate of the
amount obtainable from the sale of the asset in an orderly transaction between market
operators. In this case, the company may use the asset’s value in use as its recoverable
amount.
Once all the values useful to measure the asset or the cash-generating unit have been
identified and determined, the company compares its carrying amount with its recoverable
amount. If the carrying amount is higher than the recoverable amount, the company
reduces the asset’s carrying amount to its recoverable amount and the reduction is an
impairment loss.
On each balance sheet closing date the company will furthermore measure, in regard to
all the assets other than goodwill, eventual existence or non-existence of impairment that
has previously been recognised and, should these indications exist, the recoverable value
is estimated. An impairment loss recognized in prior periods can be reversed if, and only
if, there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognized.
The write-back cannot exceed the book value that would have existed, net of depreciation
and amortization, if no impairment loss had been recognised in previous years. This write
back is recognised in the income statement.
The Company uses the derivative financial instruments to cover their exposure to interest
rate and currency risk.
The derivatives are initially measured at fair value; the transaction costs attributable to
them are recognised in the income statement at the time that they are incurred. After
initial recognition, the derivatives are measured at fair value. The relative changes are
recognised as described below.
Annual financial statements 302 - 303
The accumulated profit or loss is kept in equity until the expected operation takes place.
When the hedged element is a non-financial asset, the amount recognised in equity is
transferred to the book value of the asset at the time that it is recognised. In other cases,
the amount recognised in equity is transferred to the income statement in the same year
in which the hedged element has an effect on the income statement.
Share-based payment
Key management personnel and some managers may receive part of their remuneration
in the form of share based payments. Under IFRS 2, they qualify as equity-settled share-
based payment transactions. The right to payment accrues over the vesting period during
which the managers perform their duties as employees and reach performance targets.
Therefore, during the vesting period, the fair value of the share-based payment at the
grant date is recognized as a cost in profit or loss with a balancing entry in the relevant
equity reserve. Changes in the current value after the grant date do not have an effect on
the initial valuation. In particular, the cost, which corresponds to the current value of the
options on the assignment date, is recognised among personnel costs on a straight line
basis throughout the period from the date of the assignment and the date of maturity,
with an offsetting entry recognised in shareholders’ equity.
The company removes a financial liability from its statement of financial position when
the obligation specified in the contract is discharged or cancelled or expires.
Revenue
Revenue from contracts with customers is booked in accordance with standard IFRS
15. On the basis of the five-phase model introduced by IFRS 15, Unieuro books revenues
after having identified contracts with its customers and the related provisions to be made
(transfer of goods and/or services), determined the price to which it believes it is entitled
in exchange for the completion of each provision, as well as assessed the method by
which said provisions can be made (fulfilment at a given time versus fulfilment over time).
Revenues are booked when the performance obligations are met through the transfer
of goods or services promised to the customer, when the Group is likely to receive the
economic benefits arising from them and the relative amount may be determined reliably,
regardless of the collection. The price of the transaction, which represents the amount
of the price that the entity expects to receive in exchange for the supply of goods or
services to customers, is allocated on the basis of the stand-alone selling prices of the
related performance obligations.
Revenues are measured not including discounts, reductions, bonuses or other taxes on
sales.
The following specific revenue identification criteria must be met in order to recognise
revenue:
Sale of goods
The revenue is recognised when control of the asset is transferred to the customer and the
company has transferred to the buyer all the significant risks and benefits connected to
ownership of the asset, generally at the time that the consumer purchases the product at
the point of sale, the delivery of the good to a residence in the event of home delivery, or
when the ownership is transferred in the Indirect and B2B channel. Moreover, bill and hold
sales, in which delivery is delayed at the buyer’s request, are also recognized as revenue
when the buyer takes title and accepts billing. The revenue is recognised when the asset
is available, has been identified and is ready to be delivered and furthermore deferral of
the delivery has been requested by the purchaser. In the same way, the revenue from
the sale is recorded when the good is purchased by the consumer, even if installation is
required; indeed, the revenue is recognised immediately upon acceptance of delivery by
the purchaser when the installation procedure is very simple (for example installation of
a device that requires only unpacking, and connection to an electrical outlet).
Unieuro has a customer loyalty program which is based on points, the Unieuro Club, with
which customers can accumulate loyalty points when they acquire products in points
of sale bearing the Unieuro Brand. When they reach a specified minimum number of
points, these can be used as a discount on the purchase of another product. The duration
of the programme coincides with the fiscal year. Unieuro records an adjustment to the
estimated revenues based on the points accrued which had not yet been spent, the
value of the discount to be paid as provided by the loyalty programme and the historical
information regarding the percentage of loyalty point usage by customers.
Right of return
In order to book the transfer of products with right of return, Unieuro notes the following:
a) adjustment of sales revenues by the amount of the price of the product for which
return is envisaged;
b) records a liability for future reimbursements and
c) records an asset (and the corresponding adjustment of the cost of the sales) for the
right to recover products from the customer upon extinguishing of the liability for future
reimbursements.
Annual financial statements 304 - 305
Rendering of services
Revenues and costs deriving from the provisions of services (revenues realised over time)
are recorded according to the measurement of progress made by the entity towards the
complete fulfilment of the obligation over time. . More specifically, the transfer over time
is measured on the basis of the input method, i.e. considering the efforts or input used by
the Group to fulfil the individual performance obligation.
For the sale of guarantee extension services over and above the guarantee provided
by the manufacturer pursuant to the law, Unieuro recognises the revenue throughout
the duration that the services are provided, based on the estimated interventions for
repairs under guarantee. These are estimated using historical information on the nature,
frequency and cost of the work provided under warranty spread out over time to simulate
the future occurrence of these events.
Unieuro incurs costs for the acquisition of the contract spanning several years.
These costs, typically represented by the premiums recognised to employees for each
additional sale made and which will be recovered by means of revenues deriving from
the contract, were capitalised as contract costs and amortised on the basis of the
measurement of the entity’s progress in transferring the goods and services transferred
to the customer over time.
Commissions
The payments received on the sale of specific goods and services such as for example
consumer loans, are calculated as a percentage of the value of the service that is carried
out or, sometimes on the basis of a fixed consideration and they correspond with the
amount of the commission received by Unieuro.
The costs for services are recognised on the basis of the progress of the services at the
closing date of the year.
It is hereby specified that the costs relative to the listing of the shares of the Company
on Mercato Telematico Azionario of Borsa Italiana S.p.A. are recognised in the income
statement when they are incurred pursuant to the accruals principle. This accounting
treatment arises from the structure of the offer solely for the placement of the shares
sold by Italian Electronics Holdings, which did not generate income for the Company.
The costs arising from operating leases are recognised on a straight line basis throughout
the duration of the reference contracts. Additional costs which depend on and are
determined by the revenues achieved in a specific point of sale, are recognised on an
accruals basis during the contractual period.
Taxes
Current taxes
Income taxes are determined using a realistic estimate of the tax expense to be paid on
an accruals basis and considering the ruling tax legislation. The tax rates and tax laws
applied to calculate the income taxes are those enacted or substantially enacted by the
end of the reporting period. Current taxes on off-income statement items are recognized
directly in the statement of comprehensive income, and hence, in equity, consistently
with the item to which they refer.
It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
Annual financial statements 306 - 307
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Company” (pursuant to article 117 of Presidential Decree 917 of 22/12/1986) together with the
“Consolidated Company” which is Monclick S.r.l. The option makes it possible to determine
IRES (corporate income tax) due on a tax base which corresponds to the algebraic sum
of the taxable revenue and tax losses of the individual companies that are included in the
Consolidation. The economic relations, responsibilities and reciprocal obligations between
the “Consolidating Company” and the “Consolidated Company” have been set out in detail
in a specific contract that establishes the operating procedures for management of the tax
positions between the various companies that belong to the Domestic Tax Consolidation.
Segment Reporting
IFRS 8 defines an operating segment as a component of an entity that: i) engages
in business activities from which it may earn revenues and incur expenses (including
revenues and expenses relating to transactions with other components of the same
entity); ii) whose operating results are regularly reviewed by the entity’s chief operating
decision maker to make decisions about resources to be allocated to the segment and
assess its performance; and iii) for which discrete financial information is available.
Segment reporting has been prepared to comply with IFRS 8 - Operating segments,
which requires the presentation of information in line with the methods adopted by the
chief operating decision maker. Therefore, identification of the operating segments and
the information presented is based on internal reports used by management to allocate
resources to the segment and assess its performance.
Annual financial statements 308 - 309
IFRS 16 introduces a single model for booking leasing on the financial statements
of lessees, whereby the lessee records an asset that represents a right to use the
underlying asset and a liability that reflects the obligation to make payment of lease
charges. The transition to IFRS 16 has introduced some elements of professional
judgement that entail the definition of certain accounting policies and the use of
assumptions and estimates in connection with the lease term and the definition of the
incremental borrowing rate.
Exemptions are envisaged to the application of IFRS 16 for short-term leases and
assets of modest value.
Unieuro will reassess the classification of sub-leasing in which it is the lessor; on the
basis of the information currently available, Unieuro expects to reclassify a sub-lease
as a financial lease.
Unieuro’s contracts coming under the scope of application of the standard mainly
refer to the rental of stores, central offices, warehouses and vehicles.
The nature of the costs relating to said leases will change insofar as Unieuro will be
amortising the assets for the right of use and financial expenses on the leasing liabilities.
Previously, Unieuro booked the costs for operating leases on a straight line basis
throughout the duration of the lease and noted the assets and liabilities only where
there were temporary differences between when the lease charges were paid and the
costs recorded. Additionally, Unieuro will cease recording provisions for operating leases
considered as expenses, including the payment for the lease amongst leasing liabilities.
No significant impact is expected for Unieuro’s financial leases.
Unieuro intends to apply IFRS 16 from the date of first application (i.e. 01 March 2019),
using the modified retroactive method and, therefore, without recalculating the
comparative information.
The impacts as at 01 March 2019 show an increase in financial liabilities for an amount
of approximately Euro 440 million, equal to the current value of the future charges
expected by the lease term.
The adoption of IFRS 16 will not affect its capacity to respect the covenant envisaged
in the loan contract described under not 5.11 Financial liabilities.
• On 12 December 2017, the IASB published Annual Improvements to IFRSs 2015 -2017
Cycle, which include amendments to IAS 12 - Income Taxes, IAS 23 - Borrowing Costs,
IFRS 3 - Business Combinations and IFRS 11 - Joint Arrangements. The amendments
will come into force on 1 January 2019. Early application is permitted.
• On 7 February 2018, the IASB published the amendments to IAS 19 - “Plan Amendment,
Curtailment or Settlement” which clarify how pension expenses are calculated when
there is a change in the defined benefits plan. The amendments will come into force
on 1 January 2019.
• On 12 October 2017 the IASB issued amendments to IAS 28 - Long-term Interests in
Associates and Joint Ventures. The amendments are designed to clarify to which long-
terms receivables from an associated company or joint venture which, in essence, are
part of the net investment of the associated company or joint venture IFRS 9 applies.
• IFRIC 23 - On 7 June 2017, the IASB issued IFRIC 23 Uncertainty over Income Tax
Treatments that provides accounting guidance on how to reflect any income tax
uncertainties regarding the taxation of a given phenomenon. IFRIC 23 will enter into
force on 1 January 2019.
• On 12 October 2017, the IASB issued amendments to IFRS 9 - Prepayment
Features with Negative Compensation. The amendments are aimed at allowing
the measurement at amortised cost or fair value through other comprehensive
income (OCI) of financial assets featuring an early termination option with negative
compensation. The provisions of IFRS 9 are effective from the years beginning on or
after 1 January 2019.
Based on the facts and cases to which the new documents apply, and acknowledging
the current accounting standards adopted by Unieuro, it is believed that there will be
significant effects from the first-time application of these documents insofar as IFRS 16,
which will enter into effect starting 01 March 2019. With reference to the new standards,
based on some calculations, it is reasonable to assume that the effects for Unieuro
arising from first time application of these new standards will not be significant.
The accounting standards, amendments and IFRS interpretations which have not yet
been endorsed by the European Union
• On 29 March 2018, the IASB published the amendments to the “References to the
Conceptual Framework in IFRS Standards”. The amendments go into effect on 1
January 2020.
• On 22 October 2018, the IASB published changes to IFRS 3 - Business Combinations.
The amendment aims to help determine if a transaction is an acquisition of a business
or group of businesses that does not meet the definition of business given in IFRS 3.
The changes will apply to acquisitions made after 1 January 2020.
• On 31 October 2018, the IASB published changes to IAS 1 and IFRS 8 - Definition
of Material. The amendment aims to clarify the definition of “material” so as to help
Annual financial statements 310 - 311
The objective is to maintain over time balanced management of the financial exposure
so as to ensure a liability structure that is coherent in terms of the composition of the
asset structure and able to ensure the necessary operating flexibility through the usage
of liquidity generated from current operations and usage of bank lending.
The main financing instruments used are:
• medium-long term loans, to cover investments in fixed assets;
• short-term loans, current account credit lines to finance working capital.
Furthermore, hedges have been established to cover the risk of interest rate fluctuation,
that have influenced the cost of financial indebtedness in the medium - long-term and
consequently also the economic results. The following section provides qualitative and
quantitative information regarding the incidence of these risks.
The liquidity risk consists of the possible difficulty of obtaining financial resources at an
acceptable cost in order to conduct normal operating activities. The factors that influence
liquidity risk refer both to resources that are generated or absorbed by current operations
as well as to those that are generated or absorbed by investments and financing, the
latter referring to repayment schedules or accessing short and long-term financial loans
and the availability of funds in the financial market.
Annual financial statements 312 - 313
The financial structure in its entirety is constantly monitored by the Company to ensure
coverage of its liquidity needs. Below is the Company’s financial structure by deadline for
the years and at 28 February 2019 and 28 February 2018:
The interest rate swaps, which satisfy the requirements of IFRS 9, are recognised using
the hedge accounting method. The amount recognised in equity under the cash flow
hedge reserve is equal to Euro 313 thousand (negative) as at 28 February 2019 and Euro
191 thousand (negative) as at 28 February 2018.
Sensitivity Analysis
The exposure to interest rate risk was measured by means of a sensitivity analysis that
indicates the effects on the income statement and on shareholders’ equity arising from
a hypothetical change in market rates which discount appreciation or depreciation equal
to 50 BPS compared to the forward rate curves as at 28 February 2019.
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower
profit and a decrease in equity.
We note that the sensitivity analysis arising from a hypothetical increase or decrease of
50 bp in market rates, takes into account the hedges established by the Company.
We note that for the purposes of this analysis, no hypothesis has been made relative to
the effect of the amortized cost.
The classification of the fair value of financial instruments based on the following
hierarchical levels is set out below:
• Level 1: fair value determined based on listed prices (not adjusted) on active markets
for identical financial instruments;
• Level 2: fair value determined using valuation techniques that refer to variables that
are observable on active markets;
• Level 3: fair value determined using valuation techniques that refer to variables that
are not observable on active markets.
Financial instruments measured at fair value are classified at level 2 and the general
criterion used to calculate them is the current value of future cash flows provided for the
instrument constituting the object of the measurement.
The liabilities relative to the bank indebtedness are measured using the amortised cost
criterion. Trade payables and receivables are measured at their book value, net of any
provision for bad debts, as this is considered to be close to the current value.
The table below separates financial assets and liabilities by category as at 28 February
2019 and 29 February 2018:
Other assets 0 0
(83)
Unieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been restated, namely they
are presented in accordance with IAS 18, IAS 11 and the related interpretations.
The impact of the gross Profit/(loss) on Revenues rose from 2.4% for the year ended 28
February 2018 to 2.9% for the year ended 28 February 2019, with the increase mainly due
to the increase in sales volumes.
Annual financial statements 316 - 317
The table below contains a breakdown of revenue by product category and service offered:
The table below contains a breakdown of the revenues per geographical area:
(Amounts in
thousands of Euros) Amounts as at 28 February 2019 Amounts as at 28 February 2018
Accumulated Net Accumulated Net
Historical Amortisation and book Historical Amortisation and book
cost Depreciation value cost Depreciation value
Plant and machinery 136,184 (96,643) 39,541 122,078 (88,848) 33,230
Equipment 22,502 (15,122) 7,380 18,445 (14,269) 4,176
Other assets 175,011 (138,933) 36,078 164,523 (129,447) 35,076
Tangible assets under
construction 1,852 - 1,852 2,232 - 2,232
Total plant, machinery,
equipment and other
assets 335,549 (250,698) 84,851 307,278 (232,564) 74,714
(84)
he segmentation of sales by product category takes place on the basis of the classification adopted by the
T
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
(85)
Unieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
The change in the item “Plant, machinery, equipment and other assets” for the period
from 28 February 2017 to 28 February 2019 is shown below:
Tangible assets
(Amounts in Plant and Other under construction and
thousands of Euros) machinery Equipment assets payments on account Total
Balance as at 28 February 2017 25,777 3,463 26,670 4,912 60,822
Increases 13,905 1,365 15,857 1,774 32,901
Business unit acquisitions 685 -- 1,242 -- 1,927
Decreases - (5) (10) (4,454) (4,469)
Amortisation, depreciation
and write downs/(write backs) (7,137) (651) (8,693) - (16,481)
Decreases in Amortisation,
Depreciation Provision - 4 10 - 14
Balance as at 28 February 2018 33,230 4,176 35,076 2,232 74,714
Increases 14,732 4,103 11,330 1,837 32,002
Business unit acquisitions 221 4 123 -- 348
Decreases (847) (50) (964) (1,633) (3,494)
Amortisation, depreciation
and write downs/(write backs) (8,642) (903) (10,277) (584) (20,406)
Decreases in Amortisation,
Depreciation Provision 847 50 790 - 1,687
Balance as at 28 February 2019 39,541 7,380 36,078 1,852 84,851
In the year ended 28 February 2019, the Company made net investments net of Euro
30,543 thousand.
In particular, net investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 2,371 thousand through the restyling of the layouts and
reduction or expansion of the sales surface area; (ii) investments for the opening of new
points of sale in new consumer areas considered to be strategic or in areas which were
not sufficiently covered by the current portfolio of stores and refurbishing of the sales
outlets acquired from the Ex DPS Group S.r.l.and Galimberti S.p.A. business units for Euro
7,526 thousand; (iii) investments in relocating existing points of sale in consumer areas
considered to be more strategic costing Euro 2,263 thousand; (iv) minor maintenance
interventions of an extraordinary nature and renewal of the furniture in various points
of sale costing Euro 3,779 thousand; (v) investments in creating facilities dedicated to
the display of specific products inside sales outlets and other investments regarding
the purchase of RT servers and PCs in order to comply with the new regulations on
privacy (GDPR) for a total of Euro 1,875 thousand; (vi) investments connected with the
development of a new logistics hub in Piacenza for 5,628 thousand.
The new financial lease contracts come to Euro 6,753 thousand, of which (i) Euro 131
thousand for electronic machinery; (ii) Euro 1,963 thousand for furnishing; (iii) Euro
4,496 mainly relating to lifting equipment, surveillance/anti break-in systems and data
transmission network for the new Piacenza warehouse; and (iv) Euro 163 thousand relative
to electrical systems for existing sales outlets undergoing restructuring/relocation.
Annual financial statements 318 - 319
Note that the acquisition of the 7 sales outlets belonging to DPS Group S.r.l. and the 5
sales outlets belonging to the Galimberti S.p.A. business unit were configured as business
combinations and therefore came under the scope of IFRS 3. As required by the standard,
the tangible assets were recorded at their fair value on the acquisition date, which meets
the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through
which the value of the assets acquired was estimated at Euro 347 thousand. The
amortisation and depreciation was calculated based on the depreciation rates adopted
for the respective category.
The values and useful life are reflected in the financial statements from the date Unieuro
acquired control. For further details, see note 5.28 “Business unit combinations”
The item “Amortization and write-downs (write backs)” of Euro 29,876 thousand includes
Euro 20,406 thousand in amortisation, depreciation, write-downs and write-backs.
Impairment mainly relates to stores for which rental expense contracts have been identified.
In the year ended 28 February 2018, the Company made investments net of decreases in
the category “Assets under construction” of €30,374 thousand.
In particular, the investments were mainly: (i) interventions for restructuring of selected
points of sale costing Euro 5,784 thousand through the restyling of the layouts and reduction
or expansion of the sales surface area; (ii) investments for the opening and acquisition of
new points of sale in new consumer areas considered to be strategic or in areas which
were not sufficiently covered by the current portfolio of stores and refurbishing of the
sales outlets from the Andreoli S.p.A. and Cerioni S.p.A. business units costing Euro 13,487
thousand; (iii) investments in relocating existing points of sale in consumer areas considered
to be more strategic costing Euro 812 thousand; (iv) minor maintenance interventions of
an extraordinary nature and renewal of the furniture in various points of sale costing Euro
6,943 thousand; (v) investments in a new data centre and other tangible infrastructures
costing Euro 1,421 thousand and (vi) a contribution resulting from the acquisition of 21 sales
outlets belonging to the Andreoli S.p.A. business unit and the acquisition of 19 sales outlets
belonging to the Cerioni S.p.A. business unit costing Euro 1,927 thousand.
The new financial leases are equal to Euro 2,655 thousand and of these Euro 198 thousand
referred to electronic machines and Euro 2,457 thousand to furniture and furnishings.
Note that the acquisition of the 21 sales outlets belonging to the Andreoli S.p.A. business
unit and the 19 sales outlets belonging to the Cerioni S.p.A. business unit were configured
as business combinations and therefore came under the scope of IFRS 3. As required by
the standard, the tangible assets were recorded at their fair value on the acquisition date,
which meets the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through
which the value of the assets acquired was estimated at Euro 1,927 thousand. The
amortisation and depreciation was calculated based on the depreciation rates adopted
for the respective category.
The values and useful life were reflected in the Financial Statements from the date of the
acquisition of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and
from 31 October 2017 for the progressive acquisition of the 19 Cerioni sales outlets.
The item “Amortization and write-downs (write backs)” of Euro 16,481 thousand includes
Euro 15,498 thousand in depreciation and Euro 983 thousand of write-downs and write
backs. The write-downs mainly refer to stores for which onerous leases were identified,
while the write backs refer to stores with a significant improvement in their economic
results, so that the lease was no longer considered onerous, and therefore previously
written down assets were written back.
The item “Plant, machinery, equipment and other assets” includes assets held under
financial leases consisting mainly of furnishings, energy saving lighting installations, air
conditioning installations, servers, computers and printers. These assets are guaranteed
by the lessor until the residual amount due is fully paid. For further details on the
amount of the debts to the leasing company, see note 5.13 “Other financial liabilities.”
5.2 Goodwill
The breakdown of the item “Goodwill” as at 28 February 2019 and as at 28 February 2018
is shown below:
The change in the “Goodwill” item for the period from 28 February 2017 to 28 February
2019 is shown below:
Acquisitions 16,154
Increases -
Write-downs -
recalculated 167,645
Acquisitions 3,122
Increases -
Write-downs -
The value of goodwill at 28 February 2019, equalling Euro 170,767 thousand, increased
over the year ended 28 February 2018 by Euro 3,122 thousand. The increase refers (i) to
the acquisition of the DPS business unit for Euro 1,240 thousand and (ii) to the acquisition
of the Galimberti business unit for Euro 1,882 thousand. Note that as required by IFRS 3,
Annual financial statements 320 - 321
Unieuro has reviewed the provisional allocation of the cost of the business combination
of the business unit Cerioni in order to reflect new information about the circumstances
at the acquisition date, which led to an increase in goodwill as at 28 February 2018 of
Euro 95 thousand.
It should be noted that, at the time of acquisition of the DPS business unit and Galimberti
business unit, Unieuro availed itself of the right provided under IFRS 3 to carry out a
provisional allocation of the cost of business combinations at fair value of the acquired
assets, liabilities and contingent liabilities assumed. If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected. For more details about the transactions, see
note 5.28 “Business unit combinations”.
Goodwill as at 28 February 2019 and 28 February 2018 can be broken down as follows:
Goodwill at Goodwill at
(Amounts in thousands of Euros) 28 February 2019 28 February 2018
The goodwill impairment test prepared by the Company for each CGU was approved by
the Company’s Board of Directors on 08 May 2019. In the elaboration of the impairment
test the Directors used an appropriate report provided by a consultant under specific
assignment of the Company.
IAS 36 identifies the CGUs as the smallest groups of assets that generate incoming cash
flows. The financial flows resulting from the CGUs identified should be independent of
one another, because a single Unit must be able to be autonomous in the realisation of
incoming cash flows, but all the assets within the Unit should be interdependent. Pursuant
to IAS 36 the correlation that exists between the goodwill acquired during the business
combination and the CGUs takes shape. In effect, at the time of the acquisition of the
goodwill, it must be allocated to the CGU or the CGUs which are expected to benefit the
most from the synergies of the combination. In this sense, the decisions linked to the
definition of these synergies strongly depend on the Company’s strategic organisation
models, the commercial purchase and sales decisions which, specifically, disregard the
number of sales points, which do not enjoy decision-making autonomy.
The operating sector identified by the Company into which all the services and products
supplied to the customer, converge coincides with the entire Company. The Company’s
corporate vision as a single omnichannel business ensures that the Company has
identified a single Strategic Business Unit (SBU). Within the SBU the Company has
identified three CGUs to which the goodwill was allocated. This approach is supported
by the operating control model by the corporate management which considers the entire
activity uniformly, disregarding the product lines or geographic locations whose division
is not considered significant for the purpose of taking corporate decisions.
The Company identified three CGUs to which the goodwill was allocated:
• Retail;
• Indirect;
• B2B.
The three units benefit from shared resources, like administration, back office and
logistics, but each of them features a different expected growth, with different risks and
opportunities and with specific features which cannot be provided in the other CGUs.
The Retail CGU relates to all financial flows coming from the Retail, Online and Travel
distribution channels. The Online and Travel channels are included in the Retail CGU
because the website uses the sales points for the delivery of goods and also often for the
supply of products to customers, while the Travel channel includes sales points located
at the main public transport hubs.
The Indirect CGU, which was previously referred to as Wholesale, includes turnover made
with respect to the network of affiliated stores and revenues produced in the large-scale
retail chain, through partnerships with major industry operators.
The B2B CGU relates to the wholesale supply of products under the scope of the business-
to-business channel.
The allocation of goodwill to the three CGUs took place in line with the specific activity
of the individual CGU in order to include the best exploitation of internal and external
synergies in the business model used.
Annual financial statements 322 - 323
As described previously, the Company opted for identifying the value in use to determine
the recoverable fair value. The value in use is calculated through an estimate of the current
value of the future financial flows that the CGUs could generate.
The source of the data on which the assumptions are made for determining the financial
flows are the final balances and the business plans.
The Business Plan used for the impairment test referring to the financial year ending 28
February 2019 is based on the strategic lines of the plan approved by the Board of Directors
on 12 December 2016, as subsequently updated, taking into account recent operating
trends. Specifically, the stocktaking data referred to the years ending 28 February 2017,
28 February 2018 and 28 February 2019, have been taken into consideration, the budget
for the period ending 29 February 2020 was elaborated and, as a result, the financial data
until 28 February 2024 was updated. The impairment test was approved by the Board of
Directors on 8 May 2019.
The reference market growth estimates included in the business plan used for the
impairment test at 28 February 2019 are based, among other things, on external sources
and on the analyses conducted by the Company with the support of a leading consulting
firm. In this regard, note that based on the market sources used by the Company, the Italian
market of traditional consumer electronics channels (i.e. excluding internet channels) was
estimated as slightly down, while the Online channel is expected to grow.
In spite of the claims in the market sources the performance of traditional consumer
electronics channels is estimated as slightly negative, with growth only forecast for the
Online channel. The business plans use a positive growth rate for the impairment tests,
higher and challenging compared with the reference market growth forecast. The Company
actually registered record positive performances and its growth is not, in the opinion
of the Company Directors, directly related to market trends. The Company therefore
anticipates continuing to maintain positive performances in the future irrespective of the
performance of the reference market. Specifically, the Company projects growth, in line
with its strategy, thanks to its ability to increase its customer base, promote and foster
complementary services and increase its market penetration compared with competitors.
Also note that, in previous financial years the Company largely reached the targets which
were approved during the preparation of the plans underlying the impairment test.
Taking the above into account, the main assumptions underlying the anticipated cash
flow projections involve the:
(iv) Retail CGU: sales are taken as growing over the reference time frame;
(v) Indirect CGU: growing sales as a result of new partnership agreements stipulated
and the development of the assets of existing affiliates;
(vi) B2B CGU: sales constant during the reference time frame.
The evaluation assumptions used for determining the recoverable value are based on the
above-mentioned business plans and on several main hypotheses:
• the explicit period to be adopted for the business plan is 5 years;
• terminal value: actualisation of the latest plan explicit estimate period. It should
be stressed that a long-term growth rate “g” equal to 0% was envisaged because
the result that the company will manage to achieve in the last financial year of the
business plan was considered stable over a period of time;
• the discount rate applied to the various cash flows (WACC - weighted average
cost of capital) for the CGUs analysed is 11,99%.
The discount rate (or actualisation rate) applied is the rate which reflects the current
evaluations of the market, the time value of money and the specific risks of the asset.
For the purpose of calculating the discount rate there must be consistency between the
parameters used and the reference market of the Company and consistency between
the Company’s operating activities and incoming flows. All the parameters used for
calculating the actualisation rate should be used in the corporate context, so that it
expresses “normal” conditions over a medium-/long-term time span.
The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm – rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and that of
the overall market, was calculated on the basis of a panel of listed companies operating
mainly or exclusively in the sale of consumer electronics, through a combination of
sales channels (in store and online sales, in the majority of cases alongside Indirect
and/or business-to-business sales).
• Specific risk premium (α) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in
the reference market context also taking into consideration the size of the Company
compared with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as equal
to the average 6-month 10-year Euro Swap Rate (compared with the reference date), plus
a spread. The corporate tax rate in force in Italy (IRES) was adopted as the tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
There were no differences in calculating these parameters between the external sources
used and the value used for the purpose of the test.
The Company has a well-established history of operating on the market and, to date,
there has been no evidence of anything that would suggest an interruption to activities
in the medium-/long-term. Based on these considerations it is reasonable to assume the
business is a going concern in perpetuity.
Annual financial statements 324 - 325
The operating cash flow used for the purpose of calculating the terminal value was
calculated on the basis of the following main assumptions:
• EBITDA - During the estimation of the terminal value, an amount of revenues equal
to the level projected for the last year of the plan was considered. For the purpose of
estimating sustainable EBITDA in the medium-/long-term the EBITDA margin equal
to the average figure in the plan was applied to the revenues identified in order to
reflect the competitive dynamics featured in the reference sector. For the Company
overall, this latter figure is located within the current range expressed by the estimates
of the analysts relating to the panel of comparable companies used to determining
the WACC.
• Investments in fixed assets and amortisation and depreciation - Annual investments
were estimated as equal to investments in fixed assets projected for the last year of
the plan. Annual amortisation and depreciation were in line with these investments,
assuming that the investments were mainly maintenance and/or replacements.
• Net working capital and Funds - In line with the theory of growth in perpetuity at a g
rate equal to 0%, there were no theories of variations in the items that make up NWC
and the other funds in the long-term.
Below is a summary table containing the basic assumptions (WACC and g) and the
percentage value attributed to the terminal value compared with the recoverable value
of the Company’s three CGUs relating to the analyses of the impairment tests conducted
with reference to 28 February 2019.
Terminal Recoverable
as at 28 February 2019 WACC g Value (TV) Amount (RA) % TV over RA
The results of the impairment tests as at 28 February 2019 are given below:
Based on the estimates made there was no need to adjust the value of the goodwill
recorded.
Note that the carrying amount of the B2B and Indirect CGUs as at 28 February 2019
was negative as a result of the negative net working capital allocated to the B2B and
Indirect CGUs.
The carrying amount does not include entries of a financial nature. Assets and liabilities
for deferred taxes are also excluded because the theoretical tax rate was used for the
purpose of estimating taxes when calculating the cash flows.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted to test the
recoverable value of the goodwill as the main parameters used, such as the change in the
percentage of EBITDA, WACC and the growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the CGUs subject to impairment tests as at 28 February
2019, the sensitivity analysis conducted assuming a percentage reduction in EBITDA, in
the years of the explicit forecast and in the terminal value, up to a maximum of -20%:
Below is the breakdown of the stress test which identifies the values for the following
parameters: (i) EBITDA (gross operating profit, percentage change over the years of
the plan and in the terminal value), (ii) g and (iii) WACC sensitized separately compared
with the basic scenario, the differential between the recoverable value and the carrying
amount is, all things being equal, zero.
For some of the parameters selected, taking into consideration the configuration of the cash flows on which
(1)
the calculation of the recoverable amount and/or the value of the carrying amount was based, there is no
reasonable value identified for the parameter for which the recalculated sum for the recoverable amount
corresponds to the respective value of the carrying amount.
Lastly, the Company has developed another analysis simulating the impacts on the
recoverable amount of the CGU Retail in the event of excluding the planned opening of
new directly operated stores over the span of the business plan. The results of the analysis
conducted are given below:
Carrying Recoverable
as at 28 February 2019 Amount (CA) Amount (RA) RA compared with CA
(Amounts in millions of Euros)
CGU Retail €/mln 47.4 264.2 216.8
It should be pointed out that the parameters and information used for verifying the
recoverability of the goodwill are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
Annual financial statements 326 - 327
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the goodwill with consequences to the results and the operating results,
financial position and cash flows of the Company.
(Amounts
in thousands of Euros) Amounts as at 28 February 2019 Amounts as at 28 February 2018
Accumulated Net Accumulated Net
Historical Amortisation and book Historical Amortisation and book
cost Depreciation value cost Depreciation value
The change in the item “Intangible assets with a finite useful life” for the period from 28
February 2017 to 28 February 2019 is given below:
Intangible fixed
Concessions, Key assets under
(Amounts in thousands of Euros) Software licences and brands Money construction Total
The increases relating to the category “Software” for Euro 5,862 thousand, are attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development
and updating of the website www.unieuro.it and (iii) costs incurred for extraordinary
operations on existing management software.
Increases relating to “Key money” for Euro 2,420 refer to the payment of key money for
the period stipulation of lease contracts relative to the purchases of business units for
Euro 1,948, the acquisitions of 7 sales outlets belonging to the former DPS Group S.r.l.
business unit and the 5 sales outlets belonging to the Galimberti S.p.A. business unit
for Euro 473 thousand. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life are reflected in the financial statements from the date Unieuro acquired
control. For further details, see note 5.28 “Business unit combinations”.
For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.
Increases in fixed assets under construction relate to the implementation of new and
existing software.
Regarding the year ended 28 February 2018, the total increases of Euro 11,202 thousand
mainly relate to the “Software” category for Euro 5,513 thousand, and to the “Key money”
category for Euro 5,710 thousand.
The increases relating to the category “Software” for Euro 5,513 thousand, are attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development
and updating of the website www.unieuro.it and (iii) costs incurred for extraordinary
operations on existing management software.
The increases relating to the category “Key money” of Euro 3,320 thousand refer to
the payment of Key money for the lease agreements concluded during the year for the
Euroma2 sales outlet, the sales outlet located in Brescia and the sales outlet located in
Modena which opened in December 2017. Amortisation is calculated pro-rata temporis
on a straight-line basis depending on the term of the lease contract.
The investments relating to the acquisitions of the business units in the “Key money”
category for Euro 2,390 thousand refer to the acquisition of the 21 sales outlet belonging
to the Anderoli S.p.A. business unit and the 19 sales outlets belonging to the Cerioni
S.p.A. business unit. These transactions are configured as business combinations and
come under the scope of IFRS 3. As required by the standard, the intangible assets were
recorded separately from goodwill and recorded at their fair value on the acquisition
date, which meets the requirements under IAS 38. Amortisation is calculated pro-rata
Annual financial statements 328 - 329
temporis on a straight-line basis depending on the term of the lease contract. The values
and useful life were reflected in the Financial Statements from the date of the acquisition
of control by Unieuro, namely 17 May 2017, of the Andreoli sales outlets and from 31
October 2017 for the progressive acquisition of the 19 Cerioni sales outlets. For further
details, see note 5.28 “Business unit combinations”
For the measurement of the fair value of the Key money the company enlisted external
consultants with proven experience which, using assessment methods in line with the
best professional practices, estimated the value of the Key money.
Increases in fixed assets under construction relate to the implementation of new software.
5.4 Deferred tax assets and deferred tax liabilities
The change in the item “Deferred tax assets” and the item “Deferred tax liabilities” for the
period from 28 February 2017 to 28 February 2019 is given below:
Bad debt
provision - amount Obsolescence Tangible Intangible
(Amounts in thousands of Euros) due from suppliers Provision assets assets
Balance as at 28 February 2017 838 1,610 886 4,736
Provision/Releases
(14) 878 21 (446)
to the Income Statement
Provision/Releases to the
- - - -
Comprehensive Income Statement
Balance as at 28 February 2018 824 2,488 907 4,290
Provision/Releases
(146) (151) - (9)
to the Income Statement
Provision/Releases to the
- - - -
Comprehensive Income Statement
41 - - 41 - 41
The balance as at 28 February 2018 was Euro 30,105 thousand and was mainly composed
of: (i) Euro 14,378 thousand in temporary differences mainly due to goodwill, other current
liabilities and the provision for obsolete inventory, (ii) Euro 15,727 thousand from deferred
tax assets recorded on tax losses. The change in the item deferred tax assets recorded in
the financial year is mainly related to:
• the release to the income statement of the deferred tax assets relating to other current
liabilities;
• the provision of Euro 2.975 thousand in deferred tax assets relating to tax losses.
Note that the tax losses still available as at 28 February 2019 with reference to Unieuro
are equal to Euro 377,943.
In calculating deferred tax assets, the following aspects were taken into consideration:
• the tax regulations of the country in which the Company operates and the impact on
the temporary differences, and any tax benefits resulting from the use of tax losses
carried over taking into consideration their possible recovery over a time frame of
three years;
• the forecast of the Company’s earnings in the medium and long-term.
On this basis the Company expects to generate future taxable earnings and, therefore, to
be able, with reasonable certainty, to recover the deferred tax assets recorded.
Annual financial statements 332 - 333
Total net
Intangible Other deferred
(Amounts in thousands of Euros) assets current assets taxes
Balance as at 28 February 2017 322 - 322
Provision/Releases to the Income Statement 308 - 308
Provision/Releases to the Comprehensive Income Statement - - -
Balance as at 28 February 2018 630 - 630
Adjustment at the date of the first time adoption of IRFS 15 - 1,483 1,483
Provision/Releases to the Income Statement 357 (358) (1)
Provision/Releases to the Comprehensive Income Statement - - 0
Balance as at 28 February 2019 987 1,125 2,113
The increase in the item “Liabilities for deferred taxes” is mainly attributable to the tax
impacts associated with the adoption of the new accounting standard IFRS 15. For more
details, please refer to Note 2.6.1 Changes to the accounting standards.
Deferred tax liabilities relating to Intangible Assets result from goodwill with a different
statutory value from the value for tax purposes.
It is estimated that the debt refers to differences which will be reabsorbed in the medium-/
long-term.
The item “Other current assets” mainly includes deferred charges with regard to
insurance, rental and common charges and the hire of road signs; accrued income refers
to adjustments on common charges at sales points.
The reduction in “Prepaid expenses” is mainly due to the different payment timing of
insurance premiums, in particular last year the premium was paid at the same time as the
new insurance contract was stipulated.
“Accrued income” of Euro 1,643 thousand at 28 February 2019 (Euro 888 thousand at 28
February 2018) mainly refers to the value of the insurance reimbursement obtained during
the year in connection with the 25 February 2017 Oderzo fire, for Euro 1,521 thousand; the
first part of the indemnity had been recognised last year, for Euro 800 thousand.
The item “Contract assets” was recorded during the first time adoption of accounting
standard IFRS 15; specifically, following the clarifications introduced by the standard, the
costs for procuring the contract which can be qualified as contract assets, represented
by the bonuses paid to employees for each additional sale of extended warranty services
were capitalised; for more details, please see Note 2.6.1 Changes to the accounting
standards.
Tax credits as at 28 February 2019 and 28 February 2018 refer, in the main, for €1,610
thousand to the IRES credit for IRAP not deducted.
The item “Other non-current assets” includes equity investments, deposit assets and
deposits to suppliers.
The breakdown of the item “Equity Investments” as at 28 February 2019 and as at 28
February 2018 is shown below:
The change in the item “Equity investments” for the period from 28 February 2017 to 28
February 2019 is broken down below:
Acquisitions 10,000
Increases 7,000
Write-downs (6,279)
Acquisitions -
Increases 5,000
Write-downs (3,173)
Decreases (79)
On 9 June 2017, Unieuro concluded the acquisition from Project Shop Land S.p.A. of
100% of Monclick, one of the leading online operators in Italy, active in the consumer
electronics market and in the online B2B2C market.
Monclick represents a “pure player” in the Italian panorama of e-commerce, that is, a
company that sells products only through the web channel, without having physical sales
or pick-up points.
The investee operates in two business lines that appeal to the same consumers, while
reaching them through two different channels: (i) Online, which includes online sales of
consumer products directly to the final consumer through “Monclick” website, and (ii)
B2B2C, that is, the channel for products and services sold to the final consumer through
partnerships with large companies.
During the year ended on 28 February 2019, the subsidiary recorded revenues of Euro
59,503 thousand (Euro 102,103 thousand during the fourteen month period ended on
28 February 2018) and a loss for the period of Euro 1,927 thousand (loss of Euro 3,916
thousand during the fourteen month period closed at 28 February 2018).
The reference market was characterised by: (i) growing competitive pressure to which
the pure players were subjected which led Monclick to defend its market shares by
sacrificing, especially in the first part of the period, its pricing policies, (ii) increasing
demands for a more prompt and efficient service from customers which led to an increase
in logistic costs for the entire year. Despite this, the period economic result benefited from
actions designed to mitigate the impacts on the income statement of these phenomena,
including: (i) the implementation of the drop shipping flow by Unieuro which involves
an improvement in buying conditions; (ii) the cutting of logistics costs by exploiting the
synergies generated through the current Unieuro S.p.A. distribution structure and 9iii)
efficiency in administrative services and general expenses.
The significant increase in margins recorded on the B2C channel with respect to last
year (despite the mentioned growth of the incidence of the logistics cost) and the action
taken to limit structural costs (in particular linked to the payroll cost and, specifically if
stripped of the non-recurring restructuring costs) were unable to guarantee achieving
operative break-even due to the major reduction in sales volumes of the B2B2C channel
as compared with last year (particularly in reference to the client TIM).
Starting last year, Monclick launched an organisational and structural review process
aimed at the gradual rebalancing of operations. Plans were prepared and developed for
this process to strengthen business activities and a strategy was implemented to increase
revenues and make costs more efficient.
On 29 June 2017, 10 January 2018 and 14 November 2018, the Unieuro Board of Directors
approved payments to the provision to cover losses of Euro 1,192 thousand, Euro 1,783
thousand and Euro 1,269 thousand, respectively and capital contribution payments of
Euro 2,808 thousand, Euro 1,217 thousand and Euro 3,731 thousand, respectively.
Trade receivables due to Monclick at 28 February 2019 stood at Euro 1,807 thousand,
while trade payables by Monclick at 28 February 2019 stood at Euro 318 thousand. For
more information, see note 5.7 Trade receivables and 5.16 Trade payables.
The estimation procedure adopted for defining the parameters determining the WACC
is reported below:
• Risk-free rate (rf) – The risk-free rate adopted is equal to the 6-month average
(compared with the reference date) of the returns of the ten-year government bonds
(BTP) issued by the Italian government. The adoption of the average figure makes it
possible to compensate for possible short-term distorting dynamics.
• Equity risk premium (rm– rf) – The equity risk premium, which represents the yield
spread (historical and long-term) between equity securities and debt securities on
financial markets, was determined with reference to the Italian market.
• Beta (β) – The beta, which indicates the regression coefficient of a straight line which
represents the relationship between the rate of return offered by the security and
that of the overall market, was calculated on the basis of a panel of listed companies
operating mainly or exclusively in the sale of consumer electronics.
Annual financial statements 336 - 337
• Specific risk premium (α) - An additional premium was applied in order to take into
account potential risks relating to the implementation of the corporate strategy in the
reference market context also taking into consideration the size of Monclick compared
with comparable businesses identified.
• Cost of debt capital id (1-t) - The cost of debt of a financial nature was estimated as
equal to the average 6-month 10-year Euro Swap Rate (compared with the reference
date), plus a spread. The corporate tax rate in force in Italy (IRES) was adopted as the
tax rate (t).
• Financial structure - A debt/equity ratio calculated based on the average figure
expressed at the reference date by the panel of comparable companies selected was
adopted.
The results of the impairment tests as at 28 February 2019 are given below:
Recoverable RA compared
(Amounts in millions of Euros) Carrying Amount (CA) Amount (RA) with CA
as at 28 February 2019
It emerged from the results of the impairment test that the carrying amount of the equity
investment exceeded its recoverable value therefore there was the need to make an
adjustment to the carrying amount of the equity investment of Euro 3,173 thousand.
As set out in IAS 36, the appropriate sensitivity analyses were also conducted as the
main parameters used, such as the change in the percentage of EBITDA, WACC and the
growth rate, vary.
The results are given below in terms of the difference between the recoverable amount
and the carrying amount for the equity investment in Monclick subject to impairment
tests as at 28 February 2019, the sensitivity analysis conducted assuming a percentage
reduction in EBITDA, in the years of the explicit forecast and in the terminal value, up to
a maximum of -20.0%:
WACC
as at 28 February 2019
It should be pointed out that the parameters and information used for the impairment
test on the equity investment are affected by the macroeconomic, market and regulatory
situation, and by the subjectivity of several projections of future events which may not
necessarily take place, or which could take place differently from how they were projected,
and therefore unforeseen changes could occur. Unfavourable and unpredictable changes
to the parameters used for the impairment test could, in future, result in the need to
write-down the equity investment in Monclick with consequences to the results and the
operating results, financial position and cash flows of the Company.
5.6 Inventories
Warehouse inventories break down as follows:
The value of gross inventories went from Euro 322,106 thousand as at 28 February 2018
to Euro 371,870 thousand as at 28 February 2019, an increase of 15.6% in total gross
inventories. The increase is attributable to: (i) the different business scope consequent
to the opening of 8 ex Cerioni/Euronics stores between December 2017 and January
2018 and the opening of 14 new sales outlets starting September 2018, as a result of the
purchase of the ex-DPS/Trony and ex-Galimberti/Euronics business units and (ii) the
major leap in the on-line business, (iii) the partnership stipulated with Finiper, which has
marked Unieuro’s launch into Large Retail and (iv) the increased volumes handled.
The value of inventories is adjusted by the warehouse bad debt provision which includes
the prudential write-down of the value of merchandise with possible obsolescence
indicators.
Annual financial statements 338 - 339
The change in the obsolescence fund for the period from 28 February 2017 to 28 February
2019 is broken down below:
Provisions -
Utilisation -
Direct write-down -
Provisions (819)
Utilisation -
The increase in the warehouse obsolescences fund equal to Euro 819 thousand is
attributable to the adaptation of the warehouse bad debt provision which includes the
prudential write down of the value of goods at 28 February 2019 and reflects the loss in
value of goods in cases in which the cost is higher than the presumed realisable value and
enables the warehouse value to be reported at the current market value.
The value of receivables, referring to the Indirect and B2B channels, rose by Euro 1,277
thousand on last year; this increase is mainly due to the partnership stipulated with
Finiper, which marked Unieuro’s launch into Large Retail.
The change in the bad debt provision for the period from 28 February 2017 to 28 February
2019 is broken down below:
Provisions (146)
Utilisation 83
Provisions (22)
Utilisation 21
Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or
the presence of existing insolvency proceedings, determine the deletion of the actual
position. As shown in the tables above, the bad debt provision stood at EUR 2,343
thousand as at 28 February 2019 and EUR 2,342 thousand as at 28 February 2018.
Credit risk represents the exposure to risk of potential losses resulting from the failure of the
counterparty to comply with the obligations undertaken. Note, however, that for the periods
under consideration there are no significant concentrations of credit risk, especially taking
into consideration the fact that the majority of sales are paid for immediately by credit or debit
card in the Retail, Travel and Online channels, and in cash in the Retail and Travel channels.
Unieuro has credit control processes which include obtaining bank guarantees and credit
insurance contracts to cover a significant amount of the existing turnover with customers,
customer reliability analysis, the allocation of credit, and the control of the exposure by
reporting with the breakdown of the deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department
through periodic analysis of the main positions and for those for which there is an
objective possibility of partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.
As at 28 February 2019, “IRES credits” included credits for Euro 2,093 thousand (Euro
2,649 thousand at 28 February 2018), which included the IRES receivable from the
previous year and the credit generated during the year for withholdings and the IRES
debt reffered to the Consolidated current taxes.
The IRAP balance of Euro 238 thousand at 28 February 2018 has been zeroed following
the period offsetting.
IRES payables - -
At 28 February 2019, under “IRAP payables”, payables are entered in the amount of Euro
1,204 deriving from the estimated tax of Unieuro for the year ended on 28 February 2019
net of the payment on account; last year, Unieuro had a balance in credit of Euro 238
thousand, which was offset during the period.
Cash and cash equivalents stood at Euro 77,412 thousand as at 28 February 2019 and
Euro 60,209 thousand as at 28 February 2018.
The item consists of cash on hand, deposits and securities on demand or at short notice
at banks that are available and readily usable.
For further details regarding the dynamics that affected Cash and cash equivalents,
please refer to the Cash Flow Statement. Instead, for more details of the net financial
position, please refer to Note 5.11.
5.10 Shareholders’ equity
Details of the item “Shareholders’ equity” and the breakdown of the reserves in the
reference periods are given below:
Distribution of dividends - - - -
Share-based payment settled
with equity instruments - - - -
Reserve for
actuarial gains/ Reserve for Total
(losses) on defined share-based Profit/(loss) shareholders’
benefit plans payments Other reserves carried forward equity
- - - 4,038 4,038
- - - 28,169 28,169
(457) - - (581)
- - - (8,521) (8,521)
- - (20,000) - (20,000)
The Share capital as at 28 February 2019 stood at €4,000 thousand, broken down into
20,000,000 shares.
• the legal reserve of Euro 800 thousand as at 28 February 2018 (Euro 800 thousand
as at 28 February 2018), includes the financial provisions at a rate of 5% for each
financial year; there were no increases during the period in this reserve which reached
the limit pursuant to Article 2430 of the Italian Civil Code and has maintained it to 28
February 2018;
Reserve for
actuarial gains/ Reserve for Total
(losses) on defined share-based Profit/(loss) shareholders’
benefit plans payments Other reserves carried forward equity
- - - 8,521 8,521
46 - - (145)
46 - - 8,521 8,376
- - - - -
- - - (11,587) (20,000)
The Share capital as at 28 February 2018 stood at €4,000 thousand, broken down into
20,000,000 shares.
based payment plan called Long Term Incentive Plan and together represent the fair
value measurement of the options granted under the plan (IFRS 2). For more details,
please see Note 5.26.
Pursuant to Article 2424 of the Civil Code, information is provided on the origin, nature
and possibility of use of the Shareholders’ Equity items at 28 February 2019:
Capital Reserves
Retained Earnings
(*) A: for capital increase; B: for covering losses; C: for distribution to shareholders
On 22 December 2017 a Loan Agreement was signed, “Loan Agreement”, with Banca
IMI S.p.A., as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole Cariparma
S.p.A. and Crédit Agricole Corporate and Investment Bank – Milan Branch. The Loan
Agreement was finalised on 9 January 2018 following the conclusion of relations and the
repayment of the previous lines of credit and the provision of the new funding.
The transaction consisted of three distinct lines of credit, aimed, among other things, at
providing Unieuro with additional resources to support future growth through acquisitions
and opening new points of sale. The existing borrowings relating to the Euro Term and
Revolving Facilities Agreement were completely settled on 9 January 2018.
The new lines, including Euro 190.0 million of term loan amortising, including Euro 50.0
million (“Term Loan”), aimed at replacing the existing previous lines of credit and Euro 50.0
million (the “Capex Facility”), aimed at acquisitions and investments for restructuring the
network of stores, and Euro 90.0 million of revolving facilities (the “Revolving Facility”),
were taken out at significantly better conditions compared with the existing ones, with
special reference to (i) the reduction in the interest rate; (ii) the extension of the duration
by five years; (iii) the greater operational flexibility relating to the reduction in the number
of financial institutions, covenants and contractual constraints, as well as (iv) the removal
of collateral in favour of the lending banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating
rate, calculated taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events in
this clause are verified. These clauses require compliance by Unieuro S.p.A. with a twelve-
month consolidation ratio which will be summarised below:
• leverage ratio (defined as the ratio between the consolidated net financial debt and
Consolidated Adjusted LTM EBITDA, as defined in the Loan Agreement);
Annual financial statements 348 - 349
At 28 February 2019 the covenant was calculated and complied with. See below for the
summary table:
28 February 2019
The Loan Agreement includes Unieuro’s right of early repayment, in full or in part (in
such a case of minimum amounts equal to Euro 1,000,000.00) and prior notification of
the Agent Bank, of both the Term Loan and the Capex Facility. In addition, when certain
circumstances and/or events are verified, Unieuro is obliged to repay the Loan early. As at
28 February 2019 and until the date these financial statements were prepared, no events
occurred that could give rise to the early repayment of the loan.
Financial liabilities as at 28 February 2019 and at 28 February 2018 are illustrated below:
Non-current bank payables and current part of non-current debt 40,518 9,406 31,112
(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
(Amounts in thousands of Euros) At 28 February 2018
of which of which
Original Interest current non-current
Maturity amount rate Total portion portion
1.36% -
Short-term lines of credit (1)
n.a. 54,000 7.0% 79 79 -
Euribor
Revolving Credit Facility Dec-22 90,000 1m+spread - - -
Non-current bank payables and current part of non-current debt 47,400 6,882 40,518
(1)
The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2)
The financial liabilities are recorded at the amortised cost using the effective interest rate method. The
ancillary expenses are therefore distributed over the term of the loan using the amortised cost criterion.
The financial liabilities at 28 February 2019 total Euro 43,567 thousand with a decrease
of Euro 3,912 thousand compared to 28 February 2018. This change is due mainly to
the use of the hot money line for Euro 3,000 thousand and to the normal repayment of
principal shares of the Loan for Euro 7,500 thousand.
The loans are evaluated using the amortised cost method based on the provisions of
IFRS 9 and therefore their value is reduced by the ancillary expenses on the loans, equal
to Euro 1,982 thousand as at 28 February 2019 (Euro 2,600 thousand as at 28 February
2018).
- of which is secured - - 0 -
- of which is secured - - 0 -
The table below summarises the breakdown of the items “Other current financial payables”
and “Other non-current financial payables” for the periods ending 28 February 2019 and
28 February 2018. See Note 5.13 “Other financial liabilities” for more details.
Service cost -
Settlements/advances (521)
Service cost -
Settlements/advances (760)
This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment
relationship is ended. Severance pay, regulated by Article 2120 of the Italian Civil Code,
is recalculated in accordance with the provisions of IAS 19, expressing the amount of the
actual value of the final obligation as a liability, where the actual value of the obligation is
calculated through the “projected unit credit” method.
The item business unit acquisitions refers to the assumption of the debt relating to
the Severance Pay of employees transferred under the scope of the acquisition of the
Galimberti S.p.A. business unit; for more details, refer to Note 5.28 - “Business unit
combinations”.
Settlements recorded in the financial year ended 28 February 2019 relate to both severance
pay advances paid to employees during the year, and to redundancies involving the
excess personnel at several sales points which were restructured or closed and to breaks
in employment with regard to employees on fixed contracts.
Annual financial statements 352 - 353
Below is a breakdown of the economic and demographic recruitment used for the
purpose of the actuarial evaluations:
Year ended
Year ended
Probability of leaving 5% 5%
With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a
duration of 7-10 years at the evaluation date was taken as a reference for the evaluation
of this parameter.
Below is the sensitivity analysis, as at 28 February 2019, relating to the main actuarial
hypotheses in the calculation model taking into consideration the above and increasing
and decreasing the average annual turnover rate, the advance request rate, the average
inflation and actualisation rate, respectively of 1%, -1%, 0.25% and -0.25%. The results are
summarised in the table below:
The assets subject to financial leasing are reported using the method set out in international
accounting standard IAS 17. The breakdown by due date of the minimum payments and
the capital share of the finance leases are given below:
The reconciliation between the minimum payments due from the financial leasing
company and the current value is as follows:
5.14 Provisions
The change in the item “Provisions” for the period from 28 February 2018 to 28 February
2019 is broken down below:
The change in the item “Provisions” for the period from 28 February 2017 to 28 February
2018 is broken down below:
The “Tax dispute provision”, equal to Euro 3,409 thousand as at 28 February 2019 and
Euro 3,701 thousand as at 28 February 2018, was set aside mainly to hedge the liabilities
that could arise following disputes of a tax nature.
Annual financial statements 356 - 357
The “Provision for other disputes”, equal to Euro 3,135 thousand as at 28 February 2019 and
Euro 2,460 thousand as at 28 February 2018, refers to disputes with former employees,
customers and suppliers. Note that as required by IFRS 3, Unieuro has reviewed the
provisional allocation of the cost of the business combination of the business unit Cerioni
in order to reflect new information about the circumstances at the acquisition date, which
led to an increase in provisions for disputes as at 28 February 2018 of Euro 56 thousand.
The “Onerous contracts provision”, equal to Euro 124 thousand as at 28 February 2019
and Euro 881 thousand as at 28 February 2018, refer to the provision allocated for non-
discretionary costs necessary to fulfil the obligations undertaken in certain rental agreements.
The “Restructuring provision”, equal to Euro 359 thousand as at 28 February 2019 and
Euro 175 thousand as at 28 February 2018, refer mainly to the personnel restructuring
process of the closing sales outlets.
The “Other provisions for risks”, equal to Euro 2,032 as at 28 February 2019 and Euro 1,399
thousand as at 28 February 2018, mainly include: i) the provision for expenses for the
restoration of stores to their original condition set aside to cover the costs for restoring the
property when it is handed back to the lessor in cases where the contractual obligation is the
responsibility of the tenant; ii) the additional customer compensation fund. The adjustment
of the first time adoption date of IFRS 15 refers to the accounting treatment of sales with
return right; for more details, please refer to Note 2.6.1 Changes to the accounting standards.
The balance of the item “Other current liabilities” is mainly composed of:
• liabilities from contract for Euro 127,155 thousand at 28 February 2019, mainly relating
to deferred revenues for extended warranty services. Revenue from sales is reported
according to the term of the contract, or the period for which there is a performance
obligation, thereby re-discounting sales pertaining to future periods. Note that
following the application of the new accounting standard IFRS 15, the Group amended
the accounting of commercial incentives recognised to customers accompanying
extended warranty services sold, the adoption of the standard had a particular impact
on the timing of the recognition of these revenues and has reclassified these liabilities
from Deferred income and accrued liabilities to Liabilities from contract. The item also
includes: (i) deposits received from customers; (ii) liabilities relative to vouchers; and
(iii) liabilities relative to sales with the right of return. For more details, please refer to
Note 2.6.1 Changes to the accounting standards.
• payables to employees for Euro 35,029 thousand per 28 February 2019 (28 February
2018 Euro 34,416 thousand) consisting of debts for outstanding wages, holidays,
permissions, and thirteenth and fourteenth month pay. These payables refer to items
accrued but not yet settled;
• VAT payables of Euro 15,946 thousand at 28 February 2019 (Euro 17,102 thousand at 28
February 2018) composed of payables resulting from the VAT settlement with regard
to February 2019;
• deferred income and accrued liabilities for Euro 4,331 thousand at 28 February 2019
(Euro 101,280 thousand at 28 February 2018), mainly relating to the recording of
amortisation using the straight line method, of operating lease contracts. Last year,
the item included the liabilities relating to the extended warranty service, which
after clarifications introduced by the new accounting standard IFRS 15, have been
reclassified under Liabilities from contract;
• payables to subsidiaries for tax consolidation for Euro 676 thousand at 28 February
2019; it is hereby specified that beginning from 28 February 2019, Unieuro S.p.A.
had exercised an option for the Domestic Tax Consolidation regime, in the capacity
of “Consolidating Company” (pursuant to article 117 of Presidential Decree 917 of
22/12/1986) together with the “Consolidated Company” which is Monclick S.r.l. The
option makes it possible to determine IRES (corporate income tax) due on a tax base
which corresponds to the algebraic sum of the taxable revenue and tax losses of the
individual companies that are included in the Consolidation.
The item “Other non-current liabilities” increased to Euro 748 thousand in the year ended
28 February 2019 compared with the year ended 28 February 2018.
The balance of the item “Other non-current liabilities” is mainly composed of the reporting
of the monetary bonus in the share-based payment plan known as the Long Term Incentive
Annual financial statements 358 - 359
Plan for Euro 1,440 thousand. Following the resolutions passed by the Shareholders’
Meeting on 5 June 2018 and 29 June 2017 for the distribution of the dividend, a debit
relating to the monetary bonus accrued to managers and employees as set out in the
regulation was recorded. For more details, please see Note 5.27.
The balance includes payables relating to carrying out normal trade activities involving
the supply of goods and services.
Gross trade payables increased by Euro 54,358 thousand as at 28 February 2019 compared
with 28 February 2018. The increase is related to the increase in volumes handled as a result
of: (i) promotions run in February which involved product categories with improved payment
conditions compared with those of the previous year and (ii) an increase in the number of
stores as a result of the acquisitions and the new openings during the year which involved an
increase in the value of trade payables which was higher than that of inventories.
The change in the “Bad debt provision and suppliers account debit balance”, related to
debt balances considered not yet recoverables, for the period from 29 February 2016 to
28 February 2019 is given below:
(Amounts in thousands of Euros) Bad debt provision - amount due from suppliers
Provisions 488
Utilisation (133)
Provisions -
Utilisation (290)
There are no payables for periods of more than 5 years or positions with a significant
concentration of payables.
5.17 Revenues
From 1 March 2018, Unieuro applied IFRS 15 retroactively with the cumulative effect at
the date of the first time adoption (i.e. 1 March 2018). Therefore the information relating
to the comparison period has not been restated, in other words they are presented in
accordance with IAS 18, IAS 11 and the related interpretations; for more details, please
refer to note 2.6.1 Changes in the accounting standards.
In the tables below the revenues are broken down by channel, category and geographic
market. Unieuro has identified just one operating segment, which is the Company and
covers all the services and products provided to customers. Unieuro’s view of itself as
a single omnichannel business means that the company has identified a single Strategic
Business Unit (“SBU”). For more details, please refer to Note 4 Information on operating
segments. Unieuro’s revenues are affected by seasonal factors typical of the consumer
electronics market, which records higher revenues in the final part of every financial year.
The Retail channel books a rise in sales of 11.3% to Euro 1,477,798 thousand, mainly as
a result of the increase in the number of stores (+11 sales outlets on 28 February 2018)
and the good performance of the sales network on equal scope, driven in particular by
smartphones, TV and the vacuum segment.
The consolidated revenues of the Online channel stand at Euro 198,690 thousand, growth
of 30.8% compared with Euro 151,927 thousand in the same period of the previous
year. For the first time, the second contributor to total revenues of the Unieuro Group,
booking growth of Euro 46,763 thousand on last year. The reasons behind the success,
both in absolute value and market share, lie in the Group’s omnichannel strategy, which
assigns the physical sales outlet the valuable role of pick-up point, to the benefit of web
customers. The continuous innovation, linked to the continuous release of new platform
functions and improvements, the attention paid to contents and the effectiveness of the
digital communication campaigns have further strengthened the competitive advantage.
(86)
For the purpose of better representation, supplies of goods to an ongoing customer operating in the con-
sumer electronics market without using the Unieuro brand was reclassified from the indirect channel to the
B2B channel.
Annual financial statements 360 - 361
The Indirect channel87 (previously referred to as the Wholesale channel), which includes
turnover made with respect to the network of affiliated stores and revenues produced
in the large-scale retail chain, through partnerships with major industry operators, for
a total of 275 sales outlets - recorded sales of Euro 231,027 thousand, up 10.5% on the
Euro 209,003 thousand booked the same period of the previous financial year. Growth
was driven by the Large Retail segment, with the opening of the first 14 Unieuro shops-
in-shops by Iper in Iper, La grande i hypermarkets, under the scope of the partnership
that was made official last 10 January 2019.
The B2B channel86 - which targets professional domestic and foreign customers that
operate in industries other than those where Unieuro operates, such as hotel chains and
banks, as well as operators that need to purchase electronic products to be distributed
to their regular customers or to employees to accumulate points or participate in prize
competitions or incentive plans (B2B2C segment) - recorded sales of Euro 103,963
thousand, down 9.1% on last year, due to the change in competition starting the last
quarter.
Finally, the Travel channel - comprising 12 direct sales outlets located at some of the
main public transport hubs, such as airports and railway and underground railway
stations - recorded growth of 42.6% for a value of Euro 10,034 thousand, also thanks to
the October 2018 opening of the ex-DPS/Trony sales outlet at the underground railway
station of Milan San Babila.
Intercompany revenues were equal to Euro 34,074 thousand in the year ended 28 February
2018 (Euro 8,816 thousand in the year ended 28 February 2018) and were composed of
the sale of products to the subsidiary company Monclick.
(87)
or the purpose of better representation, supplies of goods to an ongoing customer operating in the
F
consumer electronics market without using the Unieuro brand was reclassified from the indirect channel to
the B2B channel.
(88)
The segmentation of sales by product category takes place on the basis of the classification adopted by the
main sector experts. Note therefore that the classification of revenues by category is revised periodically in
order to guarantee the comparability of Group data with market data.
The Grey category, namely cameras, video cameras, smartphones, tablets, computers
and laptops, monitors, printers, telephone system accessories, as well as all wearable
technological products, kept its incidence on total revenues unchanged at 47.2%,
generating turnover of Euro 981,590 thousand, up 12.5% on the Euro 872,337 thousand
of last year, thanks to the good performance of the telephone systems segment, which
benefited from a mix movement towards the top of the range and the good performance
of several new models, as well as a positive trend in sales of wearables and accessories,
in particular earpieces.
The White category, composed of major domestic appliances (MDA) such as washing
machines, tumble driers, refrigerators or freezers and ovens, small domestic appliances
(SDA) such as vacuum cleaners, kettles, coffee machines as well as the climate control
segment, generated turnover of Euro 545,468 thousand, up 12.4% on the Euro 485,183
thousand of last year, thanks to the success of the vacuum segment and the increased
penetration of tumble driers and dishwashers.
The Brown category, comprising televisions and their accessories, audio devices, smart-
TV devices and car accessories, as well as memory storage systems, such as CDs/DVDs
or USB pen drives, booked period growth in revenues up to Euro 358,559 thousand
(+15.7% on the Euro 309,823 thousand of last year), benefiting from the growing success
of top-of-the-range televisions, in particular ultraHD and OLED, the good performance
of the audio segment and the driving effect of the 2018 football world cup.
The table below contains a breakdown of the revenues per geographical area:
The item includes rental income relating to the sub-leasing of spaces for other activities,
and insurance claims relating to theft or damage caused to stores. Please note that during
the year, the following took place: (i) booking of the insurance reimbursement for Euro
1,520 thousand, obtained in connection with the 25 February 2017 fire at the Oderzo (TV)
sales outlet; and (ii) the reclassification to the item Revenues which took place following
the clarifications introduced by the new accounting standard IFRS 15 of the charging
back of costs relating to the Unieuro Club loyalty scheme, for more details, please refer
to Note 2.6.1 Changes to the accounting standards.
The Intercompany service includes income deriving from the service agreement stipulated
by Unieuro and Monclick, which envisages the supply of specialised services through the
Unieuro functions and departments.
(89)
nieuro applied IFRS 15 retroactively with the cumulative effect at the date of the first time adoption (i.e. 1
U
March 2018). Therefore, the information relating to the comparison period have not been restated, namely
they are presented in accordance with IAS 18, IAS 11 and the related interpretations.
5.19 Purchases of materials and external services
Below is a breakdown of the item “Purchases of materials and external services” for the
financial years ended 28 February 2019 and 28 February 2018:
The item “Purchases of materials and external services”, taking into account the item “Change
in inventories”, rose from Euro 1,633,580 thousand as at 28 February 2018 to Euro 1,849,685
thousand in the year ended 28 February 2019, an increase of Euro 216,105 thousand or 13.2%.
The main increase is attributable to the item “Purchase of goods” for Euro 198,557
thousand mainly resulting from the increase in turnover due to (i) external and internal
growth actions, (ii) the favourable performance of the second half of the year, marked by
the truly excellent Black Friday and (iii) the significantly positive Christmas season.
The item “Building rental and expenses” rises by Euro 7,413 thousand on 28 February
2018, or 11.6%; this increase is due to the (i) run rate of acquisitions made during the
second part of the previous year; (ii) acquisitions made during the year ended on 28
February 2019 and (iii) the new openings made during the reference period.
The item “Transport” rose from Euro 40,670 thousand as at 28 February 2018 to Euro
51,373 thousand as at 28 February 2019, mainly as a result of the increased volume of
business and due to the increasing weight of home deliveries relating to online orders.
The item “Marketing” fell from Euro 48,673 thousand at 28 February 2018 to Euro 47,451
thousand at 28 February 2019. Marketing and advertising were structured and planned to
direct potential customers to physical sales outlets and to the Online channel. There was
Annual financial statements 364 - 365
a fall in traditional marketing activities in the year ended 28 February 2019, partly offset
by the increase in digital marketing activities.
The item “Utilities” increased by Euro 1,288 thousand compared with 28 February 2018 or
10.1%, with the increase mainly due to the increase in the number of sales outlets recorded
in the year.
The item “General sales expenses” increased from Euro 8,560 thousand at 28 February
2018 to Euro 9,689 thousand at 28 February 2019. The item mainly includes the cost of
fees on sales transactions with the increase due to the increase in turnover.
The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and
security. The item rose by Euro 1,318 thousand compared with 28 February 2018 or 16.5%
with the increase mainly relating to: (i) the increase in operating costs as a result of
the increase in stores following the acquisitions made from the second quarter of the
previous year and (ii) the increase in the cost of insurance, particularly following the
catastrophic events due to the fire at the Oderzo point of sale which took place on 25
February 2017 and the theft at the Piacenza warehouse which took place in August 2017
with a new insurance contract concluded with a new syndicate of insurers which led to an
increase in the premium. The effect of that item on revenues is substantially unchanged,
equal to 0.5% at 28 February 2019 (0.4% at 28 February 2018).
The item “Consultancy” fell from Euro 8,759 thousand at 28 February 2018 to Euro 7,754
thousand at 28 February 2019. This performance is due to the combined effect of: (i) a
decrease mainly relating to the costs incurred by the Company with regard to the listing
of the Company’s shares on the Mercato Telematico Azionario – STAR Segment of Borsa
Italiana S.p.A. which was concluded on 4 April 2017, (ii) an increase as a result of the
consultancy fees incurred for the merger project involving the subsidiary Monclick and
(iii) the increase in the costs incurred for strategic projects.
The item “Wages and salaries” increased by Euro 8,454 or around 7.5% with the increase
due mainly to (i) an increase in the number of employees following acquisitions and the
opening of new stores and (ii) the strengthening of certain strategic functions at the head
office.
The item “Other personnel costs”, was equal to Euro 2,628 thousand at 28 February 2019
(Euro 2,665 thousand at 28 February 2018); this item mainly includes the reporting of
Euro 2,024 thousand as the cost for the share-based payment plan known as the Long
Term Incentive Plan concluded during the year. Refer to Note 5.27 for more details about
the share-based payment agreements.
“Other operating costs and expenses” went from Euro 8,502 thousand in the year ended
28 February 2018 to Euro 6,325 thousand in the year ended 28 February 2019, a decrease
of Euro 2,177 thousand or 25.6%.
The decrease is due to the combined effect of: (i) reduction of non-income tax and duties
and (ii) decline in the impairment of doubtful debt.
The item “Other operating costs” includes costs for charities, customs and capital losses.
Annual financial statements 366 - 367
The item “Depreciation, amortisation and write-downs” went from Euro 27,346 thousand
in the year ended 28 February 2018 to Euro 29,876 thousand in the year ended 28 February
2019, a rise of Euro 2,530 thousand or 9.3%. The increase relates to the progressive
increase in investments made in recent years also related to new acquisitions.
The item “Write-downs/(write backs) of tangible and intangible fixed assets” increased in
the year ended 28 February 2019 compared with the year ended 28 February 2018 as a
result of the operations carried out at the sales outlets and as a result of the construction
of the new Piacenza logistics hub which led to the impairment of several assets in the old
warehouse. The item also includes the write-down of the assets relating to the stores for
which onerous contracts were identified, in other words rental agreements in which the
non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.
Write-downs/(write-backs) of equity investments includes the results of the impairment
testing carried out on the investment in Monclick. The test revealed that as at 28 February
2019, its carrying amount exceeded the recoverable value by Euro 3,173 thousand. For
more details, refer to note 5.5.1.
Interest income 4 25
“Financial income” went from Euro 299 thousand in the year ended 28 February 2018
to Euro 1,587 thousand in the year ended 28 February 2019, an increase of Euro 1,288
thousand. The change is mainly due to the income from the removal of the acquisition
debt for Monclick S.r.l. of Euro 1,500 thousand recorded following the signing which took
place on 1 August 2018 of the settlement agreement with Project Shop Land S.p.A..
The breakdown of the item “Financial expense” is given below:
“Financial expenses” went from Euro 7,920 thousand in the year ended 28 February 2018
to Euro 4,549 thousand in the year ended 28 February 2019, a decrease of Euro 3,371
thousand or 42.6%.
The item “Interest expense on bank loans” fell at 28 February 2018 by Euro 3,997 thousand
compared with the same period of the previous year; this decrease is mainly due to
the signing, on 22 December 2017, of the new Loan Agreement. The Loan Agreement
has significantly better conditions compared with the previous loan, particularly with
regard to (i) a reduction in the interest rate; (ii) the extension of the duration by five
years; (iii) greater operational flexibility related to the reduction in the number of funding
institutions, covenants and contractual restraints; as well as (iv) the removal of collateral
in favour of the lending banks.
The item “Other financial expenses” equal to Euro 1,595 thousand as at 28 February 2019
(Euro 1,280 thousand as at 28 February 2018) mainly includes the interest relating to other
financial liabilities and the expenses related to the cash discounts given to customers.
“Financial expenses from parent company” of Euro 311 thousand at 28 February 2019,
includes expenses relating to cash discounts paid to the subsidiaries against payments of
commercial supplies made advance of contract due dates.
Annual financial statements 368 - 369
The table below contains the reconciliation of the theoretical tax burden with the actual
one:
The impact of taxes on income is calculated considering (accrual to)/release from tax
provision for tax disputes. In the financial years ended 28 February 2019 and 28 February
2018 the impact of taxes on the pre-tax result was 3.9% positive and 9.2% negative,
respectively; the fall was due to the recording of deferred tax income on tax losses of
Euro 7,241 thousand. For more details, please see Note 5.4.
It is hereby specified that beginning from 28 February 2019, Unieuro S.p.A. had exercised
an option for the Domestic Tax Consolidation regime, in the capacity of “Consolidating
Company” (pursuant to article 117 of Presidential Decree no. 917 of 22/12/1986), together
with the “Consolidated Company” Monclick S.r.l. The option makes it possible to determine
IRES debt (corporate income tax) due on a tax base which corresponds to the algebraic
sum of the taxable revenue and tax losses of the individual companies that are included
in the Consolidation.
The item “Allocation to tax provision” went from a release of Euro 497 thousand in the
financial year ended 28 February 2018 to a provision of Euro 66 thousand in the financial
year ended 28 February 2019.
5.25 Basic and diluted earnings per share
The basic earnings per share are calculated with reference to the Group result showed in
the note 5.25 of the Consolidated Financial Statement.
Year ended
Adjustments for:
61,271 45,735
Changes in:
Net cash flow from (used in) operating activities 77,653 90,012
The net cash flow from (used in) operating activities went from Euro 90,012 thousand in
the year ended 28 February 2018 to Euro 77,653 thousand in the year ended 28 February
2019. The positive cash generation is connected with the positive trend of revenues and
benefited from both external and internal growth actions and the favourable performance
of the second half of the year, marked by a truly excellent Black Friday and a very positive
Christmas season. This performance is partially offset by a rise in trade receivables
generated by the Indirect channel, as a result of the partnership stipulated with Finiper
during the year.
Annual financial statements 370 - 371
Investment activities absorbed liquidity of Euro 37,729 thousand and Euro 63,152 thousand,
respectively, in the years ended 28 February 2019 and 28 February 2018.
With reference to the year ended 28 February 2019, the Company’s main requirements
involved:
• Investments in companies and business units of Euro 5,587 thousand relate to the
share of the purchase price paid for the business unit of DPS Group S.r.l. for Euro
3,400 thousand and the business unit of Galimberti S.p.A. for Euro 2,187 thousand.
• investments in plant, machinery and equipment of Euro 29,382 thousand, mainly relate
to interventions at sales outlets opened, relocated or renovated during the year;
• investments in intangible assets for Euro 2,760 thousand relative to the costs incurred
for the purchase of new hardware, software, licences, also in view of the necessary
regulatory adjustments in respect of privacy, telematic fees and electronic invoicing,
and start-up of existing applications with a view to the digitalisation of stores and the
development of advanced functions for online platforms with the goal of making each
customer’s omnichannel experience increasingly more practical and pleasant.
Net cash and cash equivalents generated by financing activities (22,721) (3,317)
Financing absorbed liquidity of Euro 22,721 thousand in the year ended 28 February 2019
and Euro 3,317 thousand for the year ended 28 February 2018.
The cash flow from financing activities as at 28 February 2019 mainly reflects:
• a decrease in financial liabilities of Euro 4,700 thousand mainly due to the use of the
hot money line for Euro 3,000 thousand and to the normal repayment of principal
shares of the Loan for Euro 7,500 thousand.
• an increase in other financial liabilities of Euro 1,979 thousand mainly due to the
increase in debts of assets subject to financial leasing.
• the distribution of a dividend of Euro 20,000 thousand as approved on 5 June 2018
by the Shareholders’ Meeting.
In the financial statements the evaluation of the probable market price of the options
is recorded using the binomial method. The theories underlying the calculation were
(i) volatility, (ii) risk rate (equal to the return on Eurozone zero-coupon bond securities
maturing close to the date the options will be exercised), (iii) the exercise deadline equal
to the period between the grant date and the exercise date of the option and (iv) the
amount of expected dividends. Lastly, in line with the provisions of IFRS 2, the probability
of the Recipients leaving the plan, which ranges from 5% to 15% and the probability of
achieving the performance targets 100%, were taken into account.
In determining the fair value at the allocation date of the share-based payment, the
following data was used:
Number of options
28 February 2019
The acquisition has a strong strategic value for Unieuro as it allows it to significantly
strengthen its presence in Milan. The procurement price, paid in full, was Euro 3,400
thousand.
The values relating to assets acquired and liabilities assumed are reflected in the financial
statements from the date Unieuro acquired control, namely from 23 August 2018.
Annual financial statements 374 - 375
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
% Acquired 100%
Retail 1,240
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. The Key Money paid for the opening of the sales outlets was considered as a
payout cost related to a real estate lease and feature a relation between the location of
the sales outlet and factors such as the number of visitors, the prestige of having a sales
outlet in a certain location and a presence in an area where there is a competitor. The
Company used external consultants with proven experience to evaluate the fair value
who, using evaluation methods in line with the best professional practices, estimated the
value of the Key Money at Euro 1,947 thousand.
The residual goodwill measured during the business combination of Euro 1,240 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
Acquisition of the Galimberti S.p.A. business unit
Following participation in the competitive procedure launched by the Court of Milan,
on 10 October 2018, Unieuro was awarded the contract for a business unit of Galimberti
S.p.A., in an arrangement with creditors. The business unit is made up of 5 stores currently
under the Euronics brand, located in Villafranca di Verona, San Giorgio delle Pertiche
(Padua), Castelfranco Veneto (Treviso), Pergine Valsugana (Trento) and Fiume Veneto
(Pordenone).
The price for the sale of the company is Euro 2,489 thousand of which Euro 500 thousand
paid by way of deposit.
The amounts reported with reference to the assets acquired and liabilities assumed at the
acquisition date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
acquisition:
% Acquired 100%
Retail 473
Retail 1,882
Annual financial statements 376 - 377
As required by IFRS 3, the intangible assets were recorded separately from goodwill and
recorded at their fair value on the acquisition date, which meets the requirements under
IAS 38. The Key Money paid for the opening of the sales outlets was considered as a
payout cost related to a real estate lease and feature a relation between the location of
the sales outlet and factors such as the number of visitors, the prestige of having a sales
outlet in a certain location and a presence in an area where there is a competitor. For the
measurement of this fair value the Company enlisted external consultants with proven
experience which, using assessment methods in line with the best professional practices,
estimated the value of the Key money at Euro 473 thousand.
The residual goodwill measured during the business combination of Euro 1,882 thousand
was allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel
distribution channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities
and contingent liabilities (of the acquired business). If new information obtained during
one year from the acquisition date, relating to facts and circumstances existing at the
acquisition date, leads to adjusting the amounts indicated or any other fund existing at
the acquisition date, accounting for the acquisition will be revised. Significant variations
to what already accounted are not expected.
6. Related-party transactions
The tables below summarise the Company’s credit and debt relations with related-parties
as at 28 February 2019 and 28 February 2018:
At 28 February 2019
Trade receivables - - - -
Trade payables - - - -
At 28 February 2018
Trade receivables - - -
Trade payables - - -
Credit and debt relations with related parties (as at 28 February 2019)
Main managers Monclick Total Total balance sheet item Impact on balance sheet item
Credit and debt relations with related parties (as at 28 February 2018)
Main managers Monclick Total Total balance sheet item Impact on balance sheet item
At February 2019
Revenue - - - -
Other income - - - -
Purchases of materials
and external services (262) (64) (690)
Personnel costs - - - -
Financial expenses - - - -
Income taxes - - - -
At February 2018
Revenue - - -
Other income - - -
Personnel costs - - -
Main managers Monclick Total Total balance sheet item Impact on balance sheet item
(5,105) 35,063
Main managers Monclick Total Total balance sheet item Impact on balance sheet item
- 86 86 5,377 1.6%
(4,608) 7,810
For the periods concerned, related-party receivable/payable and income statement
positions were mainly for:
• Stock option plan known as the Long Term Incentive Plan reserved to Executive
directors, contractors and employees of Unieuro. The Plan calls for assigning ordinary
shares derived from a capital increase with no option rights pursuant to Article 2441,
paragraphs 5 and 8 of the Italian Civil Code;
• commercial relations for the provision of goods and services with the subsidiary
company Monclick S.r.l. and cash flows relating to payments to cover losses and
capital contribution payments during the year of Euro 5,000 thousand. Note that on 14
November 2018, the Unieuro Board of Directors approved payments to the provision
to cover losses of Euro 1,269 thousand, and capital contribution payments of Euro 3,731
thousand, respectively. It is hereby specified that beginning from 28 February 2019,
Unieuro S.p.A. had exercised an option for the Domestic Tax Consolidation regime, in
the capacity of “Consolidating Company” (pursuant to article 117 of Presidential Decree
917 of 22/12/1986) together with the “Consolidated Company” which is Monclick S.r.l.
The option makes it possible to determine IRES (corporate income tax) due on a tax
Annual financial statements 382 - 383
base which corresponds to the algebraic sum of the taxable revenue and tax losses of
the individual companies that are included in the Consolidation.
• relations with Directors and Main Managers, summarised in the table below:
Main managers
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer -
Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits,
bonuses and gross remuneration).
The table below summarises the Company’s cash flows with related-parties as at 28
February 2019 and 28 February 2018:
Related parties
28/02/2019 28/02/2018
As at 28 February 2019, the amount of rental fees due for operating lease agreements is
given below:
As at 28 February 2018, the amount of rental fees due for operating lease agreements is
given below:
The rent still due to operating lease agreements reported an increase of Euro 10,098
thousand in the year ended 28 February 2019 compared with the year ended 28 February
2018, mainly due to the combined effect of: (i) taking over the rental agreements of
the sales outlets acquired, (ii) new openings of sales outlets during the year and (iii)
renegotiation with some landlords of the main contractual conditions.
Annual financial statements 386 - 387
Prices
Type of service Entity providing the service (in thousands of euros)
Total 823
SUBSEQUENT EVENTS
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.
No events occurred after the reference date of the separate financial statements that
require adjustments to the values reported in the financial statements.
Market leadership
On 15 March, the Board of Directors examined some of the preliminary results of the year
ended on 28 February 2019. In light of the revenues standing at 2.1 billion euros, for the first
time ever, Unieuro is a market leader, no longer just in terms of number of sales outlets and
profitability, but also business volumes. And this leadership position is set to increase even
further in the current year, with the consolidation of the former Pistone stores, the start-up of
the Unieuro shops-in-shops by Iper and the incremental contribution of purchases and new
openings completed in the last twelve months.
Annual financial statements 388 - 389
DRAFT RESOLUTION
OF THE BOARD
OF DIRECTORS
SUBMITTED TO THE
SHAREHOLDERS’ MEETING
Dear Shareholders,
We propose to allocate the result for the year ended 28 February 2019, equal to Euro
28,169,482, as follows:
(i) for an amount of Euro 6,769,482, to the extraordinary reserve available and
distributable; and
(ii) for the residual part of the net distributable profit, the distribution to the shareholders
of a dividend equal to Euro 21,400,000, in the amount of Euro 1.07 per ordinary
share entitled to the dividend.
Appendix 2
Income Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.
TOTAL REVENUE AND INCOME 2,083,741 34,409 1.7% 1,840,895 8,903 0.5%
Purchases of materials
and external services (1,898,409) 625 (0.0%) (1,677,217) (1,878) 0.1%
Profit (Loss) for the Year 28,169 28,942 102.7% 8,521 2,417 28.4%
Adjustments for: - -
Changes in:
- Other changes in operating assets and liabilities 23,029 1,581 6.0% 20,860 4,001 19.2%
Cash flow generated /(used)
by operating activities 20,661 31,749 153.7% 53,093 6,609 12.4%
Net cash flow from (used in) operating activities 77,653 31,438 49.5% 90,012 6,609 7.3%
Appendix 4
Income Statement as at 28/02/2019 prepared applying the provisions pursuant to
Consob Resolution 15519 of 27/07/2006 and Consob Communication DEM/6064293 of
28/07/2006.
Year ended
Of which Of which
28 February non-recur- 28 February non-recur-
(Amounts in thousands of Euros) 2019 ring Weight % 2018 ring Weight %
TOTAL REVENUE AND INCOME 2,083,741 1,756 0.1% 1,840,895 929 0.1%
Purchases of materials
and external services (1,898,409) (6,524) 0.3% (1,677,217) (14,074) 0.8%
The Directors’ Report contains a reliable analysis of operating performance and results
and of the position of the issuer, together with a description of the main risks and
uncertainties to which it is exposed.
8 May 2019
Giancarlo Nicosanti Monterastelli Italo Valenti
Chief Executive Officer Executive Officer Responsible
for the preparation of the financial
statements of the company
Annual financial statements 394 - 395
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
(Translation from the Italian original which remains the definitive version)
To the shareholders of
Unieuro S.p.A.
Opinion
We have audited the separate financial statements of Unieuro S.p.A. (the “company”),
which comprise the statement of financial position as at 28 February 2019, the income
statement and the statements of comprehensive income, changes in equity and cash
flows for the year then ended and notes thereto, which include a summary of the
significant accounting policies.
In our opinion, the separate financial statements give a true and fair view of the
financial position of Unieuro S.p.A. as at 28 February 2019 and of its financial
performance and cash flows for the year then ended in accordance with the
International Financial Reporting Standards endorsed by the European Union and the
Italian regulations implementing article 9 of Legislative decree no. 38/05.
Recoverability of goodwill
Notes to the separate financial statements: note 2.5 - The use of estimates and
valuations in the preparation of the financial statements; note 2.6.2 - Significant
accounting policies; note 5.2 - Goodwill
The separate financial statements at 28 Our audit procedures, which also involved
February 2019 include the investment in our own specialists, included:
Monclick S.r.l. (“Monclick”) of €12.6 million, — understanding and analysing the
net of the impairment loss of €3.2 million process adopted to prepare the
recognised during the year. impairment tests approved by the
2
Annual financial statements 396 - 397
Unieuro S.p.A.
Independent auditors’ report
28 February 2019
3
Unieuro S.p.A.
Independent auditors’ report
28 February 2019
Measurement of inventories
Notes to the separate financial statements: note 2.5 - Use of estimates and
judgements in the preparation of the financial statements; note 2.6.2 - Significant
accounting policies; note 5.6 - Inventories
4
Annual financial statements 398 - 399
Unieuro S.p.A.
Independent auditors’ report
28 February 2019
5
Unieuro S.p.A.
Independent auditors’ report
28 February 2019
6
Annual financial statements 400 - 401
Unieuro S.p.A.
Independent auditors’ report
28 February 2019
Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article
123-bis.4 of Legislative decree no. 58/98
The company’s directors are responsible for the preparation of the a directors’ report
and a report on corporate governance and ownership structure at 28 February 2019
and for the consistency of such reports with the related separate financial statements
and their compliance with the applicable law.
We have performed the procedures required by Standard on Auditing (SA Italia) 720B
in order to express an opinion on the consistency of the directors’ report and the
specific information presented in the report on corporate governance and ownership
structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the
company’s separate financial statements at 28 February 2019 and their compliance
with the applicable law and to state whether we have identified material
misstatements.
In our opinion, the directors’ report and the specific information presented in the report
on corporate governance and ownership structure referred to above are consistent
with the company’s separate financial statements at 28 February 2019 and have been
prepared in compliance with the applicable law.
With reference to the above statement required by article 14.2.e) of Legislative decree
no. 39/10, based on our knowledge and understanding of the entity and its
environment obtained through our audit, we have nothing to report.
KPMG S.p.A.
Luca Ferranti
Director
7
Annual financial statements 402 - 403
Annual financial statements 404 - 405
Annual financial statements 406 - 407
Concept & Design: SERVIF/LAB
Printed by: Tipolitografia Optimus S.r.l.
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì - Italy
unieurocorporate.it
Half-year Consolidated
Financial Report
as at 31 August 2019
Summary
1. Introduction ................................................................................................................... 7
12. The main risks and uncertainties to which the Group is exposed ............................. 30
NOTES .................................................................................................................................. 38
2
1. INTRODUCTION ....................................................................................................... 38
3
5.24 Financial income and Financial expenses ...................................................................... 83
5.25 Income taxes ................................................................................................................. 84
5.26 Basic and diluted earnings per share .............................................................................. 84
5.27 Statement of cash flows................................................................................................. 85
5.28 Share-based payment agreements .................................................................................. 87
Long Term Incentive Plan....................................................................................................... 87
5.29 Business unit combinations ........................................................................................... 89
4
Corporate Bodies
BOARD OF DIRECTORS
- Chairman of the Board of Directors Bernd Erich Beetz
- Chief Executive Officer Giancarlo Nicosanti Monterastelli
- Non-executive Director Robert Frank Agostinelli
- Non-executive Director Gianpiero Lenza
- Non-executive Director Alessandra Stabilini
- Independent Director Catia Cesari
- Independent Director Pietro Caliceti
- Independent Director Marino Marin
- Independent Director Monica Luisa Micaela Montironi
SUPERVISORY BODY
- Chairman Giorgio Rusticali
- Members: Chiara Tebano
Raffaella Folli
5
UNIEURO S.p.A.
of Forlì-Cesena: 177115
6
1. Introduction
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017 and the share capital of Carini Retail S.r.l., consolidated from 1
March 2019.
The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or "UE") is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, founded at the
end of the 1930s by Vittorio Silvestrini. Unieuro is now the leading company in the distribution of
consumer electronics and appliances in Italy and it operates as an integrated omnichannel
distributor in four major product segments: Grey (telephone systems, computers and photos),
White (large and small appliances), Brown (consumer electronics and media storage), Other
Products (consoles, video games, bicycles) offering parallel ancillary services such as delivery and
installation, extended warranties and consumer financing.
The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned by
Unieuro, is a company under Italian law with its registered office in Vimercate at Via Energy Park
22, which sells online I.T., electronic, telephone products and appliances in Italy through its website
www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing a comprehensive
purchasing experience completed through the home delivery and installation of the chosen product.
It also operates in the segment known as B2B2C, where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to accumulate
points or participate in competitions or incentive plans.
The company Carini Retail S.r.l. (hereinafter referred to as “Carini” or “Carini Retail”) is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, the owner of
12 sales outlets in Sicily belonging to Pistone S.p.A., one of the main shareholders of the Expert
purchasing group operating in Italy, with its headquarters in Carini (Palermo). The transaction to
buy the entire share capital of Carini which took place on 1 March 2019, the date Unieuro gained
control, marked the launch of Unieuro in Sicily, an area with five million inhabitants where there
had been little penetration until then.
The Group's mission is to accompany customers in all phases of their shopping experience, placing
them at the centre of an integrated ecosystem of products and services with a strategic approach
focusing on accessibility, a local presence and nearness.
Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.
Based on the information available at the date of the Group Interim Directors’ Report as at 31
August 2019, the major shareholders of Unieuro, through Monte Paschi Fiduciaria S.p.A., are
Italian Electronics Holdings S.à.r.l. in liquidazione1 (attributable to the funds managed by Rhone
Capital) with 33.8% and Alfa S.r.l. 1 (Dixons Carphone plc) with 7.2%. Some shareholders who are
members of the Silvestrini family1 own 5.6% of the share capital of Unieuro, the asset management
company Amundi Asset Management1 owns 5.6% and, lastly, some top managers1 of Unieuro own
2.0% in total.
At the date of the Group Interim Directors' Report, in the light of the current shareholding structure,
Italian Electronics Holdings S.à.r.l. is the majority shareholder.
1 Source: Consob, significant shareholders of Unieuro S.p.A. and reworking of the shareholders' register at 1 August 2019.
7
2. Procedural notes
This Interim Directors' Report contains information relating to the consolidated revenues,
consolidated profitability, balance sheet and cash flows of the Unieuro Group as at 31 August 2019
compared with the figures from the previous interim period ended 31 August 2018 for the part
relating to the economic results and cash flows and with the data of the last approved financial
statements as at 28 February 2019 for the equity and financial situation.
Unless otherwise indicated, all amounts are stated in millions of Euros. Amounts and percentages
were calculated on amounts in thousands of Euros, and thus, any differences found in certain tables
are due to rounding.
As described in detail below, from 1 March 2019 the Group adopted IFRS 16 "Leases", which
involved changes in accounting policies and related adjustments to the amounts recognised in the
financial statements. IFRS 16 implies the recognition among fixed assets of the rights to use leased
assets that fall within the scope of application of the standard and the recognition among the
liabilities of the related financial liability.
As permitted by the standard itself, on first-time adoption, comparative data have not been restated,
while data for the period in question are presented in this Report on Operations using the previous
accounting standard IAS 17 Leasing, in order to facilitate comparability with the previous period of
comparison. The following comparative analyses therefore refer, unless otherwise specified, to the
data for the first half of 2019 without the application of IFRS 16. Reference should be made to
paragraph "8 - Changes in accounting principles" for a summary of the impacts of the application of
IFRS 16 as from 1 March 2019.
8
3. Accounting policies
This Interim Directors' Report as at 31 August 2019 was prepared in compliance with the provisions
of Article 154-ter, paragraph 5 of Legislative Decree 58/98 of the T.U.F. as subsequently amended
and supplemented and in compliance with Article 2.2.3 of the Stock Exchange Regulations and in
the application of IAS 34. It does not include all the information required by the IFRS for the
preparation of the annual financial statements and must therefore be read in conjunction with the
Unieuro Financial Statements as at 28 February 2019. The Interim Directors' Report was prepared
in compliance with International Accounting Standards (IAS/IFRS) issued by the International
Accounting Standards Board (IASB) and to the related interpretations (SIC/ FRIC) adopted by the
European Union.
The accounting standards used by the Group are the International Financial Reporting Standards
adopted by the European Union (“IFRS”) and in accordance with Legislative Decree 38/2005, as
well as other CONSOB provisions concerning financial statements.
The accounting criteria and consolidation principles adopted are standardised with those used for
the Group's Consolidated Financial Statements as at 28 February 2019, which should be referred to,
with the exception of the adoption of IFRS 16 (Leasing) adopted from 1 March 2019 with the
modified retrospective application method whereby comparative information has not been restated
and (ii) IFRIC 23 Uncertainty over Income Tax Treatments which provides accounting guidance on
how to reflect any income tax uncertainties regarding the taxation of a given phenomenon. The
effects of this new adoption are illustrated in paragraph “8 - Changes to the accounting standards of
the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019” which should
be referred to for further details. The application of the new principles was not completed and may
be subject to changes until the publication of the consolidated financial statements of the Unieuro
Group for the financial year ending 29 February 2020.
To make it possible to compare the operating results, financial position and cash flows for the first
six months ended 31 August 2019 with the corresponding period of the previous financial year, this
Group Interim Directors’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing) and the related Interpretations (IFRIC 4, SIC 15
and SIC 27), for the purpose of distinguishing between operating leases and financial leases and the
consequent accounting of lease agreements. For the analysis of the impacts of the new accounting
standard IFRS 16, refer to paragraph 8 - "Changes to the accounting standards".
To facilitate the understanding of the Group’s economic and financial progress, some Alternative
Performance Indicators (“APIs”) are indicated. For a correct interpretation of the APIs, note the
following: (i) these indicators are constructed exclusively from the Group’s historical data and are
not indicative of future trends, (ii) the APIs are not provided for by the IFRS and, despite being
derived from the Consolidated Financial Statements are not subject to audit, (iii) the APIs should
not be regarded as substitutes for the indicators provided for in the International Financial Reporting
Standards (IFRS), (iv) the interpretation of these APIs should be carried out together with that of
the Group’s financial information drawn from the Condensed Half-Year Consolidated Financial
Statements; (v) the definitions and criteria adopted for the determination of the indicators used by
the Group, since they do not derive from the reference accounting standards, may not be
homogeneous with those adopted by other companies or groups and, therefore, may not be
comparable with those potentially presented by such entities, and (vi) the APIs used by the Group
are prepared with continuity and homogeneity of definition and representation for all the financial
periods for which information is included in the Condensed Half-Year Consolidated Financial
Statements.
9
The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for the
period, net working capital, adjusted levered free cash flow, net financial debt and net financial
debt/adjusted EBITDA) have not been identified as IFRS accounting measures and, thus, as noted
above, they must not be considered as alternative measures to those provided in the Group's
financial statements in the Group Interim Directors’ Report to assess their operating performance
and related financial position.
Certain indicators are referred to as “Adjusted”, to represent the Group’s management and financial
performance, net of non-recurring events, non-characteristic events and events related to
extraordinary transactions, as identified by the Group. The Adjusted indicators shown consist of:
Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Consolidated Adjusted
profit (loss) for the period, Consolidated Adjusted Levered Free Cash Flow and Net financial
debt/Consolidated Adjusted EBITDA. These indicators reflect the main operating and financial
measures adjusted for non-recurring income and expenses that are not strictly related to the core
business and operations, and for the effect from the change in the business model for extended
warranty services (as more fully described below in the API “Consolidated Adjusted EBITDA”),
and thus, they make it possible to analyse the Group’s performance in a more standardised manner
in the periods reported in the Interim Directors' Report.
Period ended
(in millions of Euros)
31 August 2019 28 February 2019
Indicators from the statement of financial position for the period
Net Working Capital (215.2) (234.6)
(Net financial debt) / Net cash (49.5) 20.5
2 Adjusted indicators are not identified as accounting measures in the IFRS, and thus should not be considered as alternative measures for assessing
the Group’s results. Since the composition of these indicators is not governed by established accounting standards, the calculation criterion applied by
the Group might not be the same as that used by other companies or with any criterion the Group might use or create in the future, which therefore
will not be comparable. To make it possible to compare the operating results, financial position and cash flows for the first three months ended as at
31 August 2019 with the corresponding period of the previous financial year, this Directors’ Report comments on the economic data and main balance
sheets, using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to
paragraph 8 - "Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
3 Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income) and (ii) the impact from the adjustment
of revenues for extended warranty services net of related estimated future costs to provide the assistance service, as a result of the change in the
business model for directly managed assistance services. See paragraph 6.2 for additional details.
4 The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
5 The Adjusted Consolidated Result for the period is calculated as the Consolidated Profit (Loss) for the period adjusted by (i) the adjustments
incorporated in the Consolidated Adjusted EBITDA, (ii) the adjustments of the non-recurring depreciation, amortisation and write downs, (iii) the
adjustments of the non-recurring financial expenses/(income) and (iv) the theoretical tax impact of these adjustments.
6 The Consolidated Adjusted Levered Free Cash Flow is defined as cash flow generated/absorbed by operating activities net of investment activities
adjusted for non-recurring investments and other non-recurring operating flows and including adjustments for non-recurring expenses (income) and
net of their non-cash component and the related tax impact. See paragraph 6.5 for additional details.
10
Net financial debt/Adjusted Consolidated LTM EBITDA7 0.65 (0.28)
Period ended
(in millions of Euros)
31 August 2019 28 February 2019
Operating indicators for the period
Like-for-like growth 8 3.0% 4.9%
Direct sales outlets (number) 249 237
of which Pick Up Points9 239 227
Affiliated sales outlets (number) 267 275
of which Pick Up Points 180 158
Total area of direct sales outlets (in square metres) about 367,000 about 345,000
Sales density10 (Euros per square metre) 4,844 4,703
Full-time-equivalent employees11 (number) 4,427 4,148
5. Market performance12
The first half-year ended with a fall of 0.8% in the consumer market13. Although the Online
segment closed up by 15.9% (down, however, compared with the same period of the previous year),
this growth did not offset the fall in the Offline segment (-3.5%). This failure in offsetting is related
to the limited penetration rate of the online segment which stands at around 16% (+2 percentage
points compared with the corresponding period of the previous financial year). The segment most
affected by a fall in revenues is the specialist segment (-12.1%) which fell by about three
percentage points in terms of weighting for the entire sector. On the other hand, there are the Tech
Superstores which - tapping into the online growth of the Telecom segment - together with Mass
Merchandisers -- made a positive contribution to market growth with growth rates of +2.9% and
+3.7%, respectively14.
As far as the trends relating to the individual categories of goods are concerned, note the excellent
performance of White goods (+8.3% in total going against the trend compared with the figures for
the previous year) driven by all sectors: Large Appliances (+2.0%), Home Comfort (+48.4%),
Small Appliances (+6.7%).
Brown goods returned to negative territory (-7.3%) as a result, in particular, of the performance of
Consumer Electronics (-6.1%), dragged down by TVs in spite of a particularly buoyant Online
sector.
As far as the world of Grey goods is concerned (-3.3%), it is the Telecom segment that has been the
main negative contributor to growth (-4.3%) driven by the results of the Smartphone segment.
In spite of the macro economic context and the expectations of consumers being reflected
negatively in demand for Electronic products, the Unieuro Group is continuing with its strategy for
7In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA indicator the Adjusted Consolidated EBIDTA
figure for the last twelve months was taken into consideration.
8 Like-for-like revenue growth: the methods for comparing sales for the period ended 31 August 2019 with those for the period ended 31 August 2018
based on a standard scope of operations, for retail and travel stores operating for at least an entire financial year from the closing date of the reference
period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and major refurbishments), as well as the entire
online channel. For a better representation, the method for calculating the like-for-like KPIs was restated based on the methodology adopted for the
main reference market players.
9 Physical pick-up points for customer orders using the online channel.
10 This indicator is obtained from the ratio of annual sales generated by direct outlets to the total area devoted to sales in all direct outlets.
11 Average annual number of full-time-equivalent employees.
12 The data relating to the market were prepared by the Group management based on the data available as of 31 August 2019.
13 The data refer to the consumer market only excluding B2B activities, services (extended warranties, loans, etc.), Entertainment as well as products
11
growth in all product categories, on the one side strengthening its shares in all supply sectors and,
on the other side, continuing with the consolidation which led the Group to achieve its leadership
position in the retail market.
The focus of the Group in the first half-year remained unchanged and based on the strategic pillars
of its strategic plan:
- Expansion of the sales network through organic growth (three new openings in the half-year:
Porto Gruaro, Misterbianco, Gela) and through outside lines (the acquisition of 12 former Pistone
Group sales outlets).
- Focusing on processes from an omnichannel perspective and on the centrality of customers
(NPS equal to around 46, an improvement of about two points compared with the same period of
the previous year);
- Focusing on transformation projects with a high strategic impact
- Consolidation of its presence in Italy (entry to the market in Sicily)
Thanks to the actions implemented in this first half of the year, the Group recorded an excellent
performance in all sales channels (comparable market value, consolidated total: +18.8%,
consolidated offline: +19.5%, consolidated online: +13.9%).
Growth of the Unieuro.it brand continued in the Online segment which was up 16.4% with an ever
increasing contribution from the mobile sector, both Apps and Browsers.
The over-performance in both sales channels was driven by all product categories from White
goods (Unieuro Group +27.8% compared with the market +8.3%) to Grey goods15 (Unieuro Group
+17.6% compared with the market -3.3%) to Brown goods4 (Unieuro Group +7.0% compared with
the market -7.3%).
The dynamics of revenues benefited both external and internal growth, the contribution of
acquisitions made during the half-year in question and in the previous financial year had a positive
impact, thanks to the different scope of business as a result of the opening of 12 former Pistone
stores in March 2019 and the inauguration of 14 new sales outlets from September 2018 following
the purchase of the ex-DPS/Trony and former Galimberti/Euronics business units. Additionally, the
partnership concluded with Finiper, which signalled Unieuro's launch into large scale retailing,
further strengthened the positive dynamics of revenues, similar to the good performance of like for
like stores.
The development of like-for-like revenues17- or the comparison of sales with those of the previous
half-year based on a standard scope of operations - was positive standing at +3.0%. Excluding sales
15
The growth figures by individual category and by individual channel for the Unieuro Group only involve the Consumer segment excluding
Services, B2B, Entertainment, products outside of the scope of consumer electronics and also include Travel sales. This is to make them comparable
with the market data which excludes these components.
16
To make it possible to compare the operating results, financial position and cash flows for the first three months ended as at 31 August 2019 with
the corresponding period of the previous financial year, this Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 8 -
"Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
17 From the first half-year ended 31 August 2018, the calculation methods for like-for-like revenues were remodelled based on the methodology
adopted by the main players in the reference market, with the objective of providing a better representation of the operating performance on a like-for-
like basis. Growth of like-for-like revenues is calculated including: (i) the retail and travel stores operating for at least an entire financial year at the
closing date of the reference period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and large-scale
refurbishments) and (ii) the entire online channel. The previous methodology for calculating like-for-like revenues did not totally include the online
channel.
12
outlets adjacent to the new stores opening in the meantime and therefore not coming under like-for-
like from the scope of the analysis, like-for-like sales experienced even better growth of 4.0%.
The Retail channel recorded an 18.0% increase in sales, equal to Euro 115.2 million, mainly as a
result of the growth in the network of direct stores, up compared with the corresponding period of
the previous year thanks to the consolidation of the former Pistone stores and the incremental
contribution of the acquisitions and the new openings brought to a conclusion in the last twelve
months. The performance of the stores was also positive on a like-for-like basis.
The Indirect channel - previously known as the Wholesale channel and which includes sales made
through the network of affiliated stores and revenues produced in large scale retailing through
partnerships with the leading industry operators at a total of 267 sales outlets - recorded revenues of
Euro 119.1 million, an increase of 25.1% compared with Euro 95.1 million in the first half of the
previous period. Growth was driven by the large-scale retailing sector, with the opening of Unieuro
by Iper shops-in-shops in the Iper La grande i hypermarkets under the scope of the partnership
made official on 10 January 2019.
The consolidated revenues of the Online channel stand at Euro 112.2 million, a growth of 15.0%
compared with Euro 97.6 million in the same period of the previous year. The reasons for the
positive performance, should be sought in the Group's omnichannel strategy, which gives the
physical sales outlet the precious role of a pick-up point, to the benefit of online customers. The
continuous innovation linked to the constant release of new functions and improvements of the
platform, attention to contents and the effectiveness of digital communication campaigns have
further strengthened the competitive advantage.
The B2B channel - which targets professional domestic and foreign customers that operate in
industries other than those where Unieuro operates, such as hotel chains and banks, as well as
operators that need to purchase electronic products to be distributed to their regular customers or to
employees to accumulate points or participate in prize competitions or incentive plans (B2B2C
segment) - recorded sales of Euro 53.9 million, a fall of 13.7% compared with the first half of the
previous year as a result of the changes that were implemented in sales channel strategies by
suppliers.
18 For a better representation, supplies of business type goods were reclassified from the Online channel to the B2B channel.
19
The Indirect Channel, previously known as Wholesale, includes sales to the network of affiliated stores and revenues produced in large scale
retailing through partnerships with leading industry operators.
13
Lastly, the Travel channel - composed of 12 direct sales outlets located at several major public
transport hubs such as airports, railway and underground stations - recorded growth of 45.8% equal
to Euro 18.6 million, thanks, above all, to the launch of the former DPS/Trony sales outlet located
at the Milan San Babila underground station which opened in October 2018 and the good
performance of the sales outlet located at Turin's Porta Nuova station.
Through its distribution channels the Group offers its customers a wide range of products -
specifically electric appliances and consumer electronics, as well as ancillary services. The
segmentation of sales by product category takes place on the basis of the classification of products
adopted by the main sector experts. Note therefore that the classification of revenues by category is
periodically revised in order to guarantee the comparability of Group data with market data.
The Grey category - namely telephone systems, tablets, information technology, accessories for
telephone systems, cameras, as well as all wearable technological products - generated sales of Euro
502.4 million, an increase of 14.8% compared with the figure of Euro 437.7 million for the first half
of the previous year thanks to the positive performance of the Telephone systems sector, which
benefited from the mix movement towards the top of the range and the good performance of several
new models, as well as the positive performance of laptop sales.
The White category, - composed of large appliances (MDA) such as washing machines, tumble
dryers, refrigerators or freezers and ovens, small appliances (SDA) such as vacuum cleaners,
kettles, coffee machines as well as the climate control segment, recorded a 28.9% increase on total
sales generating a turnover of Euro 306.3 million, up 28.0%. In addition to the consolidation of the
ex-Piston stores, historically strong in the sale of household appliances, the excellent performance is
attributable to the success of the suction sector and the increase in sales of air conditioners,
facilitated by a favorable summer season.
The Brown category - which includes televisions and related accessories, audio devices, devices for
smart TVs and car accessories, as well as memory systems - recorded growth in revenues in the
period in question of Euro 158.4 million (+2.6% compared with the Euro 154.3 million recorded as
at 31 August 2018). In the previous half-year consolidated financial report, the category result had
benefited from the higher sales caused by the football world cup, while the half-year ended August
31, 2019 on the other hand was affected by lower sales through the B2B channel.
The Services category recorded growth of 24.0% in consolidated revenues thanks to the expansion
of the sales network and the Unieuro Group's continued focus on the provision of services to its
customers, specifically extended warranties and fees from customers signing new consumer credit
14
contracts.
The Other products category recorded an increase in consolidated revenues of 15.3%; this group
includes both the sales of the entertainment sector and other products not included in the consumer
electronics market such as e-mobility. The category was affected positively by the good
performance of sales of cooking and tableware accessories and luggage compartment.
Consolidated Adjusted EBITDA 18.0 1.7% 8.9 15.6 1.7% 7.4 2.4 15.6%
Consolidated Adjusted EBITDA during the period increased by 15.6%, equal to Euro 2.4 million,
standing at Euro 18.0 million. The Adjusted EBITDA Margin remained unchanged at 1.7%. The
profitability of the half-year was positively impacted by the growth actions undertaken, which led to
an expansion of the direct and indirect store networks and digital operations of Unieuro.
20 To make it possible to compare the operating results, financial position and cash flows for the first six months ended as at 31 August 2019 with the
corresponding period of the previous financial year, this Directors’ Report on operations comments on the economic data and main balance sheets,
using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph
8 - "Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
21The item “Adjustments” includes both non-recurring income/(expenses) and the adjustment for the change in the business model for warranties,
which was posted in the item “Change in business model for directly managed assistance services.” Thus, the adjustment is aimed at reflecting, for
each year concerned, the estimated profit from the sale of extended warranty services already sold (and collected) starting with the Change in
Business Model as if Unieuro had always operated using the current business model. Specifically, the estimate of the profit was reflected in revenues,
which were held in suspense in deferred income, to be deferred until those years in which the conditions for their recognition are met, net of future
costs for performing the extended warranty service, which were projected by the Group on the basis of historical information on the nature, frequency
and cost of assistance work.
15
Specifically, a good performance in revenues and the greater operating leverage allowed a reduction
in the impact of related costs on personnel, rental and marketing, as well as Other costs (utilities,
maintenance, general sales expenses), offsetting the dynamics of the gross margin and the increase
in logistics costs.
Note that profitability is also influenced by the seasonal phenomena typical of the consumer
electronics market, which records higher revenues and costs of purchasing goods during the final
part of each financial year. On the other hand, operating costs show a more linear trend due to the
presence of fixed cost components (staff, rentals and overheads) that have a uniform distribution
throughout the year.
During the six-month period ended 31 August 2019, costs for the purchase of goods and changes in
inventories increased by Euro 122.2 million. The impact on consolidated revenues stood at 78.0%
(77.5% in the corresponding period of the previous year ended 31 August 2018).
Rental costs increased by Euro 3.4 million or around 9.6% as a result of the effect on the
incremental costs arising from acquisitions, new openings brought to a conclusion in the last twelve
months, the new Piacenza warehouse which opened in September 2018 and the new Carini logistics
hub purchased on 1 March 2019. The impact on consolidated revenues fell to 3.6% (3.9% in the
corresponding period of the previous year ended 31 August 2018).
Marketing costs rose by 9.4% compared with the first half of the previous year ended 31 August
2018. Marketing and advertising were structured and planned to direct potential customers to
physical sales outlets and to the Online channel. In line with the trend in the year ended 28 February
2019, there was a fall in the weighting of traditional marketing activities offset by the increase in
the weighting of digital marketing activities.
Logistics costs increased by around Euro 7.4 million. The impact on consolidated revenues stood at
2.9% (2.6% in the corresponding period of the previous year ended 31 August 2018). The
performance is mainly attributable to the increase in sales volumes and the ever-increasing
weighting of home deliveries as a result of the increase recorded in requests for non-standard
delivery services (timed delivery slot, delivery to a specified floor, etc.) and promotional campaigns
which include free delivery.
The item Other costs rose by Euro 3.4 million compared with the first half of the previous year
ended 31 August 2018. The performance is mainly attributable to the increase in operating costs
which essentially refer to utilities, maintenance and general sales expenses as a result of the increase
in stores.
Personnel costs show an increase of Euro 10.6 million, mainly attributable to the increase in the
number of employees following the acquisition and opening of new stores. The impact on
consolidated revenues stood at 8.5% (8.8% in the corresponding period of the previous year ended
31 August 2018).
Other operating income and costs rose by Euro 0.4 million. The impact on consolidated revenues
remained unchanged compared with the corresponding period of the previous year standing at
0.2%.
The reconciliation between the Consolidated Adjusted EBITDA and the consolidated EBIT
reported in the consolidated financial statements is given below.
16
31 August 2019 % 31 August 2018 % Δ %
Consolidated Adjusted EBITDA22 18.0 1.7% 15.6 1.7% 2.4 15.6%
Non-recurring expenses /(income) (5.0) (0.5%) (4.3) (0.5%) (0.7) 15.5%
Revenues from extended warranty services net of related
estimated future costs to provide the assistance service - change (3.9) (0.4%) (3.1) (0.3%) (0.8) 27.0%
in the business model for directly managed assistance services23
EBIT 9.1 0.9% 8.3 0.9% 0.8 10.0%
Non-recurring expense/(income) increased by Euro 0.7 million compared with the corresponding
half-year of the previous year ended 31 August 2018 and are explained, in detail, in paragraph 6.3.
The adjustment related to the change in business model for directly managed assistance services
increased by Euro 0.8 million compared with the corresponding period of the previous year ended
31 August 2018 as a result of the extension of the business model relating to the management of
extended warranty services at sales outlets subject to acquisition.
Non-recurring expense and income increased by Euro 0.7 million compared with the previous
period ended 31 August 2018.
The main item of non-recurring expense and income relates to Mergers&Acquisitions costs of Euro
incurred as a part of i) remodelling work for downsizing and relocating sales outlets of the Former Unieuro, ii) opening sales outlets (during the
months immediately preceding and following the opening) and iii) closing sales outlets.
17
2.9 million in the six-month period ended 31 August 2019 (Euro 1.7 million in the half-year ended
31 August 2018). These costs mainly relate to the transaction of acquiring the former Pistone S.p.A.
stores and mainly refer to the costs relating to the Carini logistics hub incurred during the initial
start-up phase, increased costs for educating and training the employees of the sales outlets acquired
and, lastly, consulting costs and other minor costs incurred for the completion of the acquisition
transactions.
Costs for the pre-opening, repositioning and closure of sales outlets stand at Euro 1.4 million for the
six-month period ended 31 August 2019 (Euro 1.8 million in the corresponding period of the
previous year). This item includes: rental, personnel, security, travel and transfer costs, for
maintenance and marketing operations incurred as part of: i) store openings (in the months
immediately preceding and following the opening of the same) and (ii) store closures. Note that the
item as at 31 August 2018 included the pre-opening costs of the new Piacenza logistics hub which
opened on 12 October 2018.
Other Non-recurring expense and income stood at Euro 0.6 million, a fall of Euro 0.2 million
compared with the corresponding period of the previous year.
Consolidated Adjusted EBITDA 18.0 1.7% 8.9 15.6 1.7% 7.4 2.4 15.6%
Amortisation, depreciation and write-downs of fixed assets in the six-month period ended 31
August 2019 totalled Euro 14.6 million (Euro 12.3 million in the corresponding period of the
previous year ended 31 August 2018). The increase relates to the depreciation and amortisation of
investments related to acquisitions, assets relating to the new Piacenza warehouse and the new
Carini logistics hub, as well as to the progressive alignment of depreciation and amortisation to the
planned level of investments.
Net financial expenses in the period ended 31 August 2019 totalled Euro 1.8 million (Euro 2.2
25 To make it possible to compare the operating results, financial position and cash flows for the first six months ended as at 31 August 2019 with the
corresponding period of the previous financial year, this Directors’ Report on operations comments on the economic data and main balance sheets,
using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph
8 - "Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
26 The tax impacts of the adjustments were calculated using the theoretical rate deemed appropriate of 8.7% as at 31 August 2019 and 31 August
2018, which incorporates IRES at 4.8% (obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at
3.9%.
18
million in the corresponding period of the previous year ended 31 August 2018). The decrease is
mainly attributable to the savings in financial expenses achieved following the optimisation of the
cash flow management. The adjustments for the six-month period ended 31 August 2018 of Euro
1.5 million refer to the income resulting from the removal of the acquisition debt for the subsidiary
Monclick S.r.l. as a result of the settlement agreement signed in August 2018.
Income taxes excluding the theoretical tax impact from taxes on non-recurring expenses/(income)
and the change in business model in the six-month period ended 31 August 2019, stood at a
negative Euro 0.1 million (a negative Euro 0.7 million in the previous six-month period ended 31
August 2018). The charge for income taxes with reference to the six-month period ended 31 August
2019 is measured based on the best estimate of the Company Management for the annual weighted
average tax rate expected for the full year, applying it to the pre-tax result for the period of the
individual entities.
The Adjusted Consolidated Profit/(Loss) for the Period was Euro 1.5 million (Euro 0.4 million in
the six-month period ended 31 August 2018), the positive performance was due to the increase in
Adjusted EBITDA and the tax savings in net financial expense partly offset by the increase in
depreciation and amortisation.
Note that IRES tax losses, which were still available resulting from the tax estimate made during
the closure of the financial statements as at 28 February 2019, totalled Euro 377.9 million in
relation to Unieuro and Euro 6.3 million in relation to Monclick. These tax losses guarantee a
substantial benefit in the payment of taxes in future years.
Below is a reconciliation between the consolidated adjusted net profit (loss) for the year and the
consolidated net profit (loss) for the period.
27 The theoretical tax rate deemed appropriate by management is 8.7% at 31 August 2019 and 31 August 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
28 See note in the section “Main financial and operating indicators.”
29 To make it possible to compare the operating results, financial position and cash flows for the first three months ended 31 May 2019 with the
corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6
"Changes to the accounting standards".
19
The Group considers the Consolidated Adjusted Levered Free Cash Flow to be the most appropriate
indicator to measure cash generation during the period. The composition of the indicator is provided
in the table below.
The Consolidated net cash flow generated/(used) by operating activities was negative by Euro 14.9
million (negative by Euro 19.8 million in the first half of the previous year ended 31 August 2018).
This improvement is mainly due to: the increase in the Group's operating profit performance and the
management of Net Working Capital, which is affected by the seasonality of the business and the
different promotional calendar compared with the six-month period ended 31 August 2018.
Specifically, there was an increase in the value of inventories more than offset by the positive
impact in terms of cash from the increase in trade payables and the fall in trade receivables.
Investments made and paid for in the period stood at Euro 13.9 million in the six-month period
ended 31 August 2019 (Euro 8.4 million in the six-month period ended 31 August 2018), mainly
attributable to: (i) operations for the development of external and internal lines for the direct stores
network and the refurbishment of the network of existing stores and (ii) costs incurred for the
purchase of new hardware, software, licences and development of existing applications with a view
to the digitalisation of stores and the launch of advanced functions for online platform with the goal
of making each customer's omnichannel experience increasingly more practical and pleasant.
Investments for business combinations and business units of Euro 11.0 million in the six-month
period ended 31 August 2019 (Euro 3.4 million in the first half of the previous year ended 31
August 2018) refer to the amount of the purchase price paid under the scope of the transaction for
the acquisition of the former Pistone S.p.A. and the instalments of the payment due in the period
with reference to the business unit of the former Cerioni S.p.A. and the acquisition of the equity
investment in Monclick S.r.l.
30 The item “Cash flow from/(used in) operating activities” refers to cash from/(used in) the change in working capital and other non-current balance
sheet items such as other assets, other liabilities and risk provisions.
31 The item “Net consolidated cash flow from/(used in) operating activities” refers to cash generated by operating activities in a broad sense net of
outlays for interest and taxes and adjusted for non-cash effects of balance sheet changes included in the item “Cash flow from/(used in) operating
activities.”
32 For a better representation the item includes the share of net investments paid in the period.
33 The theoretical rate deemed appropriate by management is 8.7% at 31 August 2019 and 31 August 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at 3.9%.
20
Of the total investments made in the period, Euro 14.5 million should be considered as non-
recurring (it was Euro 7.4 million in the first half of the previous year ended 31 August 2018) and
refer to the share paid in the period for investments for business combinations and business units
and investments made for refurbishment of sales outlet purchased and opened during the period.
Below are listed the main changes recorded in the Group’s net financial indebtedness during the
period ended 31 August 2019 and in the period ended 31 August 2018:
Period ended
(in millions of Euros)
31 August 2019 28 February 2019
34
To make it possible to compare the operating results, financial position and cash flows for the first three months ended as at 31 August 2019 with
the corresponding period of the previous financial year, this Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 8 -
"Changes to the accounting standards of the Condensed Half-Year Consolidated Financial Statements as at 31 August 2019".
21
Net financial debt (49.5) 20.5
Shareholders' equity (62.4) (90.9)
Total shareholders’ equity and financial liabilities (111.9) (70.4)
The Group's Net Working Capital as at 31 August 2019 was negative by Euro 30.8 million
(negative by Euro 64.8 million as at 28 February 2019). The performance for the period of the
Group's Net Working Capital is affected by the seasonality of the business and the different
promotional calendar compared with the six-month period ended 31 August 2018. Specifically,
there was an increase in the value of inventories more than offset by the positive impact in terms of
cash from the increase in trade payables and the fall in trade receivables.
The Net Invested Capital of the Group stood at Euro 111.9 million as at 31 August 2019, up Euro
41.5 million compared with 28 February 2019. The increase is mainly attributable to: (i) increase in
the Group's net working capital of Euro 19.0 million and (ii) investments excluding depreciation
and amortisation of Euro 21.5 million due to goodwill and the capitalised costs incurred during the
transaction of acquiring the former Pistone S.p.A, operations for the development of the network of
direct stores and the refurbishment of the network of existing stores and the costs incurred for the
acquisition of new hardware, software, licences and developments of existing applications.
Shareholders' equity amounted to Euro 62.4 million as at 31 August 2019 (Euro 90.9 million at 28
February 2019), with the decrease mainly caused by the distribution of the dividend of Euro 21.4
million approved on 18 June 2019 by the Shareholders' Meeting, the negative result recorded for the
period partly offset by the accounting of the reserve for share-based payments relating to the Long
Term Incentive Plan35 reserved for some managers and employees.
Below is a detailed breakdown of the Group’s net financial debt at 31 August 2019 and 28 February
2018 in accordance with Consob Communication No. 6064293 of 28 July 2006 and in compliance
with ESMA Recommendations 2013/319:
Period ended Change
(in millions of Euros)
31 August 2019 28 February 2019 Δ %
35 On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of a stock option plan (“Long Term Incentive
Plan”, “LTIP”) reserved for Executive Directors, associates and employees, executives and others (the “Recipients”). The Long Term Incentive Plan
calls for assigning ordinary shares derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian
Civil Code approved by the Shareholders’ Meeting on the same date. On 29 June 2017, the Board of Directors approved the plan regulations
(“Regulations”) whereby the terms and conditions of implementation of Long Term Incentive Plan were determined. The signing and consequent
acceptance of the Long Term Incentive Plan by recipients took place in October 2017 with effect from 29 June 2017.
22
(L) Bonds issued 0.0 0.0 0.0 0.0%
(M) Other non-current financial payables (15.6) (12.8) (2.8) 21.8%
(N) Non-current financial debt (K)+(L)+(M) (42.0) (43.9) 1.9 (4.3%)
- of which is secured 0.0 0.0 0.0 0.0%
- of which is unsecured (42.0) (43.9) 1.9 (4.3%)
(O) Net financial debt (J)+(N) (49.5) 20.5 (69.9) (341.6%)
Net financial debt increased by Euro 69.9 million compared with 28 February 2019, creating a
negative cash position by Euro 49.5 million as at 31 August 2019.
The combined effect of the following is mainly underlying cash dynamics: (i) the distribution of
dividends of Euro 21.4 million approved by the Shareholders' Meeting of 18 June 2019; (ii)
considerations paid in the period with regard to the former Pistone S.p.A. transaction, the payment
of the instalments for the acquisition of the business unit of the former Cerioni S.p.A. and the equity
investment in Monclick S.r.l. for Euro 11.0 million; (iii) net increase in payables for investments in
business combinations for Euro 8.2 million which refer to the residual payable to Pistone S.p.A. as
at 31 August 2019 excluding the payment made in the period in relation to the transactions in
previous years attributable to the former Cerioni S.p.A. business unit and the acquisition of the
equity investment in Monclick S.r.l., (iv) investments of Euro 13.9 million attributable specifically
to the costs incurred for operations for the development of the direct stores network and the
refurbishment of the existing stores network and to the costs incurred for the acquisition of new
hardware, software, licences and developments of existing applications. Gross financial debt
totalled Euro 93.6 million, of which Euro 42.0 million was medium-/long-term and Euro 51.6
million was short-term.
The Group adopted IFRS 16 (Leasing) from 1 March 2019 with the modified
application method whereby comparative information has not been restated. The application of the
new principle was not completed and may be subject to changes until the publication of the
consolidated financial statements of the Unieuro Group for the financial year ending 29 February
2020. The Group also adopted IFRIC 23 Uncertainty over Income Tax Treatments that provides
accounting guidance on how to reflect any income tax uncertainties regarding the taxation of a
given phenomenon. The standard came into effect on 1 January 2019.
IFRS 16
Below are the main items of information as well as the summary of the impacts resulting from the
application, from 1 March 2019, of IFRS 16 (Leasing).
On 31 October 2017, EU Regulation 2017/1986 was issued which transposed IFRS 16 (Leasing) at
community level. With the publication of the new accounting principle the IASB replaced the
accounting standards set out in IAS 17 as well as the IFRIC 4 interpretations “Determining whether
an Arrangement contains a Lease”, SIC-15 “Operating Leases—Incentives” and SIC-27
“Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.
IFRS 16 introduces a unique accounting model for leases in the financial statements of lessee
according to which the lessee reports an asset which represents the right to use the underlying asset
and a liability which reflects the obligation to pay lease fees. The transition to IFRS 16 introduced
several elements of professional judgement which involve the definition of certain accounting
23
policies and the use of assumptions and estimates with regard to the lease term and the definition of
the incremental borrowing rate.
There are exemptions to the application of IFRS 16 for short-term leases and for leases for low-
value assets.
The Group reassessed the classification of the sub-leases in which it acts as the landlord, on the
basis of the available information and it reclassified a sub-lease as a financial lease
Contracts which come under the scope of the application of the principle for the Group mainly
involve the rental of stores, headquarters, warehouses and vehicles.
Leases payable, already classified previously in accordance with IAS 17 as financial leases, did not
undergo any changes compared with the accounting reporting required by IAS 17 fully consistent
with the past.
At the transition date (1 March 2019), for leases previously classified in accordance with IAS 17 as
operating leases, the Group applied the modified retrospective application method with the
recording of financial liabilities for lease agreements and the corresponding rights of use measured
on the remaining contractual fees at the transition date.
The application of the new principle was not completed and may be subject to changes until the
publication of the consolidated financial statements of the Group at 29 February 2020.
Impacts on the consolidated statement of financial position at 1 March 2019 (transition date)
The value of net (Liabilities) Assets and Assets for rights of use recorded for Leases at 1 March
2019 breaks down as follows:
(Amounts in millions of Euros) 1 March 2019
Financial (liabilities) for lease agreement payables, non-current and current 455.3
Financial assets for lease agreement income, non-current and current (12.3)
Net (Liabilities) Assets for leases at 1 March 2019 443.0
Assets for rights of use 447.7
Assets for rights of use at 1 March 2019 447.7
Impact on the main items of the consolidated income statement and the consolidated statement of
financial position for the first half-year ended 31 August 2019
24
PROFIT BEFORE TAX (7.3) (1.9) (9.1)
Income taxes 0.7 (0.7) 0.0
PROFIT/(LOSS) FOR THE PERIOD (6.6) (2.5) (9.1)
The different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
to a positive impact on the Gross Operating Profit of Euro 33.1 million.
Specifically, the application of IFRS 16 to lease agreements resulted in:
(1) the reduction of other income through the different accounting treatment of rental fees relating
to the sub-lease agreements of stores;
(2) the reduction of operating costs for the different accounting treatment of rental fees relating to
lease agreements for the rental of stores, headquarters, warehouses and vehicles;
(3) the increase in depreciation and amortisation of the rights of use following the recording of
greater non-current assets ("Assets for rights of use");
(4) the increase in Financial expense for interest connected with rights of use following the
recording of greater financial liabilities;
(5) the change in Income taxes which represents the fiscal effect of the previously illustrated
changes.
Details of the impact of IFRS 16 on the main consolidated statement of financial position data as at
31 August 2019 are given below.
(Amounts in thousands of Euros) 31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Plant, machinery, equipment and other assets 86.0 - 86.0
Goodwill 195.3 - 195.3
Intangible assets with a finite useful life 30.0 (8.1) 21.9
Assets for rights of use - 458.6 458.6
Deferred tax assets 36.3 (0.7) 35.6
Other non-current assets 2.8 10.1 12.9
Total non-current assets 350.4 459.9 810.3
Inventories 393.7 - 393.7
Trade receivables 52.2 - 52.2
Current tax assets 2.1 - 2.1
Other current assets 19.3 1.4 20.7
Cash and cash equivalents 44.2 - 44.2
Total current assets 511.5 1.4 512.9
Total assets 861.9 461.3 1.323.2
Share capital 4.0 - 4.0
Reserves 36.8 - 36.8
Profit/(loss) carried forward 21.6 (2.5) 19.1
Profit/(Loss) of third parties - - -
Total shareholders’ equity 62.4 (2.5) 59.9
Financial liabilities 26.4 - 26.4
Employee benefits 12.8 - 12.8
Other financial liabilities 15.6 408.9 424.5
Provisions 7.0 0.7 7.7
Deferred tax liabilities 3.6 - 3.6
Other non-current liabilities - - -
Total non-current liabilities 65.4 409.7 475.0
25
Financial liabilities 38.9 - 38.9
Other financial liabilities 12.8 57.2 70.0
Trade payables 476.8 - 476.8
Current tax liabilities 2.4 - 2.4
Provisions 1.0 (0.1) 0.9
Other current liabilities 202.4 (3.0) 199.4
Total current liabilities 734.2 54.1 788.3
Total liabilities and shareholders’ equity 861.9 461.3 1.323.2
IFRS 16 introduces a unique accounting model whereby the lessee recognises an asset that
represents the right to use the underlying asset and a liability that reflects the obligation to pay the
lease payments. The asset for direct use in accordance with IFRS 16 includes the amount of the debt
initially recognised as a liability under the lease, any initial direct costs incurred by the lessee (e.g.
key money) and an estimate of the costs to be incurred by the lessee for the dismantling or removal
of the asset.
The breakdown of the impact of IFRS 16 on consolidated net financial debt is given below.
31 August
(in millions of Euros)
2019
Net financial debt - IAS 17 (49.5)
Current financial receivables - IFRS 16 1.5
Non-current financial receivables - IFRS 16 10.1
Other current financial payables - IFRS 16 (57.2)
Other non-current financial payables - IFRS 16 (408.9)
Net financial debt - IFRS 16 (504.0)
IFRIC 23
The interpretation defines the accounting treatment of income taxes when the tax treatment involves
uncertainties which have an effect on the application of IAS 12; it is not applied to duties or taxes
which do not come under IAS 12, nor does it specifically include requirements relating to interest or
penalties attributable to doubtful tax treatments.
The interpretation deals specifically with the following points:
An entity should define whether to consider each doubtful tax treatment separately or together with
other (one or more) doubtful tax treatments. The approach which allows the best forecast of the
doubtful solution should be followed. The interpretation is in force for the years starting 1 January
2019 or later, but some temporary incentives are available. The Group has applied the interpretation
from the date it came into force; the application of the new interpretation involved the
reclassification of liabilities relating to doubtful tax treatments from the item "Provisions" to the
item "Liabilities for current taxes".
26
9. Information on related-party transactions and non-recurring, atypical or unusual
transactions
The tables below summarise the Group's credit and debt relations with related parties as at 31
August 2019 and as at 28 February 2019:
(Amounts in thousands
Credit and debt relations with related-parties as at 31 August 2019
of Euros)
Impact
Pallacanestro Italian on
Statutory Board of Main Total balance
Type Forlì 2015 s.a Elettronics Total balance
Auditors Directors managers sheet item
r.l. Holding sheet
item
As at 31 August 2019
Other current liabilities - (43) (115) (1,892) - (2,050) (202,391) 1.0%
Total - (43) (115) (1,892) - (2,050)
The following table summarises the economic relations of the Group to related parties as at 31
August 2019 and as at 31 August 2018:
(Amounts in thousands of
Economic relations with related-parties as at 31 August 2018
Euros)
Italian Rhône Total Impact on
Statutory Board of Main
Type Electronics Capital II Total balance balance
Auditors Directors managers
Holdings L.P. sheet item sheet item
As at 31 August 2018
Purchases of materials and
external services - (48) - (320) - (368) (824,655) 0.0%
Personnel costs - - - - (2,527) (2,527) (81,266) 3.1%
Total - (48) - (320) (2,527) (2,895)
With regard to the periods under consideration, credit/debit and economic relations with related-
parties mainly refer to:
- Stock option plan known as the Long-Term Incentive Plan reserved to Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares derived
27
from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of
the Italian Civil Code;
- relations with Directors and Main Managers, summarised in the table below:
Main managers
Year ended 31 August 2019 Year ended 28 February 2019
Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits, bonuses and
gross remuneration).
The table below summarises the Group's cash flows with related-parties as at 31 August 2019 and
31 August 2018:
(Amounts in thousands
of Euros)
Cash flow
generated/(absorbed) (7,233) - - - - - (7,233) (561) 1289.9%
by financing activities
Cash flow
generated/(absorbed) (6,760) - - - - - (6,760) (6,716) 100.7%
by financing activities
It is noted that in the Group, in the first half-year ended 31 August 2019, there are no investments or
28
transactions arising from atypical and/or unusual transactions.
On 6 February 2017, the Extraordinary Shareholders- Meeting of Unieuro approved the adoption of
a stock option plan (the "Plan" or “Long-Term Incentive Plan” or “LTIP”) reserved for Executive
Directors, associates and employees (executives and others) of Unieuro. The Plan calls for
assigning ordinary shares derived from a capital increase with no option rights pursuant to Art.
2441, paragraphs 5 and 8 of the Italian Civil Code approved by Unieuro's Shareholders’ Meeting on
the same date.
The Plan specifies the following objectives: (i) to get beneficiaries to focus on factors of a strategic
interest to Unieuro, (ii) to obtain the loyalty of plan beneficiaries and give them an incentive to
remain with Unieuro, (iii) to increase Unieuro's competitiveness by identifying medium-term goals
and fostering the creation of value for both Unieuro and its shareholders, and (iv) to ensure that the
overall remuneration of Plan beneficiaries is competitive in the market.
The implementation and definition of specific features of the Plan were referred to the same
Shareholders’ Meeting for specific definition by the Unieuro Board of Directors. On 29 June 2017,
the Board of Directors approved the plan regulations (“Regulations”) whereby the terms and
conditions of implementation of the Plan were determined.
The Recipients subscribed to the Plan in October 2017. The parties expressly agreed that the effects
of granting rights should be retroactive to 29 June 2017, the date of approval of the regulations by
the Board of Directors.
The Regulations also provide for the terms and conditions described below:
- Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
- Recipients : the Plan is addressed to Directors with executive type positions, associates and
employees (managers and others) of Unieuro ("Recipients") that were identified by the
Board of Directors within those who have an ongoing employment relationship with
Unieuro and/or other companies of the Group. Identification of the Recipients was made on
the basis of a discretionary judgment of the Board of Directors that, given the purpose of the
Plan, the strategies of Unieuro and the Group and the objectives to be achieved, took into
account, among other things, the strategic importance of the role and impact of the role on
the pursuit of the objective;
- Object: the object of the Plan is to grant the Recipients option rights that are not transferable
by act inter vivos for the purchase or subscription against payment of ordinary shares in
Unieuro for a maximum of 860,215 options, each of which entitling the bearer to subscribe
one newly issued ordinary share (“Options”). If the target is exceeded with a performance of
120%, the number of Options will be increased up to 1,032,258. A share capital increase
was approved for this purpose for a nominal maximum of Euro 206,452, in addition to the
share premium, for a total value (capital plus premium) equal to the price at which
Unieuro’s shares will be placed on the MTA through the issuing of a maximum of 1,032,258
ordinary shares;
- Granting: the options will be granted in one or more tranches and the number of Options in
29
each tranche will be decided by the Board of Directors following consultation with the
Remuneration Committee;
- Exercise of rights: the subscription of the shares can only be carried out after 31 July 2020
and within the final deadline of 31 July 2025;
- Vesting: the extent and existence of the right of every person to exercise options will happen
on 31 July 2020 provided that: (i) the working relationship with the Recipient persists until
that date, and (ii) the objectives are complied with, in terms of distributable profits, as
indicated in the business plan on the basis of the following criteria:
o in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
o if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
o if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
- Exercise price: the exercise price of the Options will be equal to the issue price on the day of
the IPO amounting to EUR 11 per share;
- Monetary bonus: the recipient who wholly or partly exercises their subscription rights shall
be entitled to receive an extraordinary bonus in cash of an amount equal to the dividends
that would have been received at the date of approval of this Long Term Incentive Plan until
completion of the vesting period (29 February 2020) with the exercise of company rights
pertaining to the Shares obtained during that year with the exercise of Subscription Rights;
- Duration: the Plan covers a time horizon of five years, from 31 July 2020 to 31 July 2025.
The cost for the Long-Term Incentive Plan included in the financial statements as at 31 August
2019 was Euro 1.3 million.
13. The main risks and uncertainties to which the Group is exposed
The information on the main risks and uncertainties is presented in Note 3 of the Condensed Half-
Year Consolidated Financial Statements, to which reference is made.
30
On 1 March 2019 Unieuro completed the acquisition of the entire share capital of Carini Retail
S.r.l., a company already owned by Pistone S.p.A. which owns a business unit comprising 12 sales
outlets in Sicily.
The integration started immediately and involved the gradual adoption of the Unieuro brand by the
new sales outlets with the conclusion celebrated by a striking local communication campaign.
At the beginning of July, Unieuro also launched "Digital assistance", the service which includes the
installation and configuration of technological devices in the home, with special reference to home
automation and the Internet of things. Thanks to the success achieved, starting from 11 October the
service - renamed "Helpy" - has been strengthened and extended to all the main Italian urban areas.
New openings
On 28 June three new direct sales outlets were opened in Portogruaro (Venice), Gela (Caltanissetta)
and Misterbianco (Catania), the latter under the scope of the brand development project in Sicily,
promoted after the acquisition of the former Pistone stores. Excluding the same number of closures
(Latina, Ascoli and Pescara), the number of direct Unieuro stores remained unchanged.
31
Significant events following the closure of the period
Predictably, Black Friday will once again catalyze the attention of Italian consumers, increasingly
attracted by the advantages in terms of the price of a commercial event that is gradually extending
its influence over the entire month of November and sees in the e-commerce the privileged access
channel. As already observed in recent years, the exceptional promotion and channel mix will lead
to further pressure on the profitability of sales in the sector.
In response to market trends, Unieuro has planned a Black Friday even stronger and better
performing in commercial terms, while aiming to defend margins by strengthening existing
partnerships with suppliers. The competitive capacity and profitability of Unieuro will also benefit
from the expansion of the network in the meantime pursued, with the contribution of the 14 new
Sicilian stores (12 of which acquired with the Pistone operation) and the full entry of the 20 shops
in-shop result of the partnership with Finiper. Also, on the Online channel, the brand aims to grow
once again at rates higher than those of the reference market.
At the same time, Unieuro will continue to carefully monitor the competitive scenario - rapidly
changing due to the unsustainability of the business model of some operators, called to address
strategic choices that can no longer be deferred - with the aim of seizing any new growth
opportunities.
22 October 2019
32
UNIEURO S.p.A.
of Forlì-Cesena: 177115
33
CONSOLIDATED STATEMENT OF FINANCIAL POSITION36
Period ended
(Amounts in thousands of Euros) Notes 31 August 2019 28 February 2019
The notes are an integral part of these condensed half year consolidated financial statements.
36IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.
34
CONSOLIDATED INCOME STATEMENT37
Period ended
(Amounts in thousands of Euros) Notes 31 August 2019 31 August 2018
Revenue 5.18 1,059,536 908,540
Other income 5.19 840 1,265
TOTAL REVENUE AND INCOME 1,060,376 909,805
Purchases of materials and external services 5.20 (954,899) (824,655)
Personnel costs 5.21 (91,079) (81,266)
Changes in inventory 5.7 31,362 7,051
Other operating costs and expenses 5.22 (3,601) (2,675)
GROSS OPERATING PROFIT 42,159 8,260
Amortisation, depreciation and impairment losses 5.23 (44,724) (12,645)
NET OPERATING PROFIT (2,565) (4,385)
Financial income 5.24 53 1,571
Financial expenses 5.24 (6,635) (2,271)
PROFIT BEFORE TAX (9,147) (5,085)
Income taxes 5.25 32 (119)
PROFIT/(LOSS) FOR THE PERIOD (9,115) (5,204)
The notes are an integral part of these condensed half year consolidated financial statements.
Period ended
31 August 31 August
(Amounts in thousands of Euros) Notes
2019 2018
CONSOLIDATED PROFIT/(LOSS) FOR THE PERIOD (9,115) (5,204)
Other items of comprehensive income that will or may be reclassified to the
profit/loss for the consolidated period:
Gain (losses) on cash flow hedges 5.14 (316) (139)
Income taxes 76 34
Total other components of comprehensive income that are or could be
5.11 (240) (105)
restated under profit/(loss) for the consolidated period
Other items of comprehensive income that will not be subsequently reclassified to
profit/(loss) for the consolidated period:
Actuarial gains (losses) on defined benefit plans 5.13 (868) (418)
Income taxes 243 115
Total other components of comprehensive income that will not be reclassified
5.11 (625) (303)
to profit/(loss) for the consolidated period:
Total statement of comprehensive income for the consolidated period (9,980) (5,612)
The notes are an integral part of these condensed half year consolidated financial statements.
37 IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.
38 IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.
35
CONSOLIDATED STATEMENT OF CASH FLOW39
Period ended
(Amounts in thousands of Euros)
Notes 31 August 2019 31 August 2018
42,446 8,580
Changes in:
- Inventories 5.7 (31,362) (7,271)
- Trade receivables 5.8 (10,917) (17,577)
- Trade payables 5.17 9,097 (4,992)
- Other changes in operating assets and liabilities 5.6-5.15-5.16 10,033 3,855
CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD 84,488 61,414
Net increase/(decrease) in cash and cash equivalents (40,313) (38,289)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 44,175 23,125
The notes are an integral part of these condensed half year consolidated financial statements.
39IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.
36
Reserve for
Cash Reserve
actuarial Profit/(loss) Total Non- Total
(Amounts in thousands of Share Legal Extraordinary flow for share- Other
Notes gains/(losses) on carried shareholders’ controlling shareholders’
Euros) capital reserve reserve hedge based reserves
defined benefit forward equity interests equity
reserve payments
plans
Balance as at 28 February
5.11 4,000 800 0 (315) (1,247) 3,376 26,944 57,319 90,877 0 90,877
2019
Adjustment at the date of
the first-time adoption of - - - - - - - - - - -
IRFS 16 (net of taxes)
Adjusted balance at 1
4,000 800 - (315) (1,247) 3,376 26,944 57,319 90,877 - 90,877
March 2019
Profit (loss) for the period - - - - - - - (9,115) (9,115) - (9,115)
Other components of
- - - (240) (625) - - (865) - (865)
comprehensive income
Total statement of
comprehensive income for - - - (240) (625) - - (9,115) (9,980) - (9,980)
the period
Allocation of prior year
- - 6,769 - - - - (6,769) - - -
result
Covering retained losses and
- - - - - - - - - - -
negative reserves
Distribution of dividends - - - - - - - (21,400) (21,400) - (21,400)
The notes are an integral part of these condensed half year consolidated financial statements.
40IFRS 16 (Leasing) adopted from 1 March 2019 with the modified retrospective application method whereby comparative information has not been
restated. The effects of this new accounting standard are illustrated in paragraph "2.5.1 - Changes in accounting standards", to which reference should
be made for further details.
37
NOTES
1. INTRODUCTION
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017.
The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or "UE") is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, founded at the
end of the 1930s by Vittorio Silvestrini. Unieuro is now the largest Italian chain of consumer
electronics and appliances by number of sales outlets, and it operates as an integrated omnichannel
distributor in four major product segments: Grey (telephone systems, computers and photos), White
(large and small appliances), Brown (consumer electronics and media storage), Other Products
(consoles, video games, bicycles) and Services offering parallel ancillary services such as delivery
and installation, extended warranties and consumer financing.
The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned by
Unieuro, is a company under Italian law with its registered office in Vimercate at Via Energy Park
22, which sells online I.T., electronic, telephone products and appliances in Italy through its website
www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing a comprehensive
purchasing experience completed through the home delivery and installation of the chosen product.
It also operates in the segment known as B2B2C, where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to accumulate
points or participate in competitions or incentive plans.
The Group's mission is to accompany customers in all phases of their shopping experience, placing
them at the centre of an integrated ecosystem of products and services with a strategic approach
focusing on accessibility, a local presence and nearness.
Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange.
On 1 March 2019 Unieuro concluded a contract for the acquisition of 100% of the share capital of
Carini Retail S.r.l. (hereinafter also “Carini Retail” or “Carini”). The price agreed by the parties was
Euro 17,400 thousand. Through this acquisition Unieuro announced its launch in Sicily, a region
with five million inhabitants until then having a limited presence; the transaction took place through
the acquisition of 100% of the share capital of a newly established company owning 12 sales outlets
in Sicily belonging to Pistone S.p.A., one of the major shareholders of the Expert purchasing group
operating in Italy, with its headquarters in Carini (Palermo).
Based on the information available at the date of the Half-Year Consolidated Financial Report, the
major shareholders of Unieuro, through Monte Paschi Fiduciaria S.p.A., are Italian Electronics
Holdings S.à.r.l. in liquidazione41 (attributable to the funds managed by Rhone Capital) with 33.8%
and Alfa S.r.l. 39 (Dixons Carphone plc) with 7.2%. Some shareholders who are members of the
Silvestrini family39 own 5.6% of the share capital of Unieuro, the asset management company
Amundi Asset Management39 owns 5.6% and, lastly, some top managers of Unieuro39 own 2.0% in
total.
41Source: Consob, significant shareholders of Unieuro S.p.A. and reworking of the shareholders' register at 1 August 2019.
38
Note that on 28 November 2018 the Shareholders' Agreement regarding Unieuro S.p.A., originally
concluded on 10 December 2016, as later amended, and Italian Electronics Holdings S.à.r.l., Alfa
S.r.l., Alexander S.r.l., Victor S.r.l, GNM Investimenti S.r.l., Giufra S.r.l., Gami S.r.l., MT Invest
S.r.l. and Theta S.r.l., regarding the shares held in the company's share capital, expired. On 9
January 2019, the third parties to the agreement confirmed some of the provisions of the above-
mentioned shareholders' agreement, through the conclusion of a new shareholders' agreement,
which expired on 31 January 2019.
At the date of the Half-Year Consolidated Financial Report, in the light of the current shareholding
structure, Italian Electronics Holdings S.à.r.l. is the majority shareholder.
39
2. CRITERIA ADOPTED FOR PREPARING THE CONDENSED HALF-YEAR
CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF
ACCOUNTING STANDARDS
The following are the preparation criteria, the main accounting principles and evaluation criteria
adopted in the preparation and drafting of the Condensed Half-Year Consolidated Financial
Statements for the six months ended 31 August 2019 (the “Condensed Half-Year Consolidated
Financial Statements”). These principles and criteria were applied consistently to all the years
presented within this document, taking into account note 2.5.1 "Changes in accounting principles".
2.1 Criteria for preparing the Condensed Half-Year Consolidated Financial Statements
The Condensed Half-Year Consolidated Financial Statements as at 31 August 2019 were prepared
in compliance with the provisions of Article 154-ter of Legislative Decree 58 of 24 February 1998
(Consolidated Finance Act - TUF) and subsequent amendments and supplements and in the
application of IAS 34. It does not include all the information required by the IFRS for the
preparation of the annual financial statements and should therefore be read in conjunction with the
Unieuro consolidated financial statements dated 28 February 2019. The Condensed Half-Year
Consolidated Financial Statements were prepared in compliance with the International Accounting
standards (IAS/IFRS) which are issued by the International Accounting Standards Board (IASB)
and their relative interpretations (SIC/IFRIC), adopted by the European Union.
2.2 Criteria for preparing the Condensed Half-Year Consolidated Financial Statements
The Group Condensed Half-Year Consolidated Financial Statements were drafted on a going
concern basis, since the directors verified that there were no indicators of a financial, operating or
other nature of any critical areas regarding the company’s ability to honour its obligations in the
foreseeable future and over the next 12 months.
The Condensed Half-Year Consolidated Financial Statements were drafted on the basis of the
historical cost criteria, except for the derivative financial instruments which were measured at their
fair value.
Please see the Interim Directors' Report for information regarding the nature of the company’s
operations and significant events after the close of the period.
The major shareholders of the Unieuro parent company as at 31 August 2019 are given in the
introduction.
The Condensed Half-Year Consolidated Financial Statements are presented in Euros, the functional
currency of the Group. The amounts are expressed in thousands of Euros, except as specifically
indicated. The rounding is done at the individual account level and then totalled. It is hereby
specified that any differences found in any tables are due to rounding of amounts which are
expressed in thousands of Euro.
40
The Condensed Half-Year Consolidated Financial Statements as at 31 August 2019, approved by
the Board of Directors of the Company on 22 October 2019 and have been limited audited.
In addition to these notes, the Condensed Half-Year Consolidated Financial Statements consist of
the following schedules:
B) Consolidated income statement: the classification of the costs in the income statement is
based on their nature, showing the interim results relative to the gross operating result, the
net operating result and the result before taxes.
C) Consolidated statement of comprehensive income: this item includes the profit/(loss) for
the year as well as the income and expenses recognized directly in equity for transactions
other than those with shareholders.
D) Statement of consolidated cash flows: the statement of consolidated cash flows contains
the cash flows from operations, investments and financing. The cash flows from operations
are shown using the indirect method through which the result for the year is adjusted for the
effects of non-monetary transactions, any deferral or allocation of previous or future
collections or payments related to operations and revenue elements connected to cash flows
arising from investment or financing activities.
The Condensed Half-Year Consolidated Financial Statements are presented in comparative form.
41
The group company statements used for full consolidated have been duly amended and reclassified,
in order to align them with the aforementioned international accounting standards.
2.4 Use of estimates for preparing the Condensed Half-Year Consolidated Financial
Statements
Preparation of the Condensed Half-Year Consolidated Financial Statements under the IFRS requires
management to make estimates and assumptions that affect the values of assets and liabilities in the
condensed half-year consolidated financial statements and the disclosures about contingent assets
and liabilities at the reporting date. These estimates and assumptions are based on information
available at the preparation date of the Condensed Half-Year Consolidated Financial Statements,
management’s experience and other relevant information. The actual figures may differ from the
estimates. The estimates are used to recognise the provision for bad debts, inventory obsolescence,
activities relating to the capitalisation of the costs for procuring the contract, contract liabilities
relating to the sale of extended warranty services, the unearned income relative to the sale of
warranty extension services, measure amortization and depreciation, conduct assessments of the
assets, test impairment of goodwill, carry out actuarial valuations of employee benefits and share-
based payment plans, as well as to estimate the fair value of derivatives and assess the extent to
which deferred tax assets can be recovered.
The estimates and assumptions are reviewed periodically and the effects of each change are
reflected in profit and loss.
In the context of the preparation of the Condensed Half-Year Consolidated Financial Statements,
the relevant subjective assessments by management in its application of accounting standards and
the key sources of estimation uncertainty were the same as those applied in preparing the
consolidated financial statements for the year ended 28 February 2019 of the Unieuro Group which
should be referred to.
The accounting criteria and standards adopted for the preparation of these Condensed Half-year
Consolidated Financial Statements were the same as those applied in preparing the Unieuro
consolidated financial statements for the year ended 28 February 2019 apart from the new standards
and/or supplements adopted described in Note 2.5.1. Changes to the accounting standards listed
below.
The Group adopted IFRS 16 (Leasing) from 1 March 2019 with the modified retrospective
application method whereby comparative information has not been restated. The application of the
new principle was not completed and may be subject to changes until the publication of the
consolidated financial statements of the Unieuro Group for the financial year ending 29 February
2020. The Group also adopted IFRIC 23 Uncertainty over Income Tax Treatments that provides
accounting guidance on how to reflect any income tax uncertainties regarding the taxation of a
given phenomenon. The standard came into effect on 1 January 2019.
IFRS 16
42
Below are the main items of information as well as the summary of the impacts resulting from the
application, from 1 March 2019, of IFRS 16 (Leasing).
On 31 October 2017, EU Regulation 2017/1986 was issued which transposed IFRS 16 (Leasing) at
community level. With the publication of the new accounting principle the IASB replaced the
accounting standards set out in IAS 17 as well as the IFRIC 4 interpretations “Determining whether
an Arrangement contains a Lease”, SIC-15 “Operating Leases—Incentives” and SIC-27
“Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.
IFRS 16 introduces a unique accounting model for leases in the financial statements of lessee
according to which the lessee reports an asset which represents the right to use the underlying asset
and a liability which reflects the obligation to pay lease fees. The transition to IFRS 16 introduced
several elements of professional judgement which involve the definition of certain accounting
policies and the use of assumptions and estimates with regard to the lease term and the definition of
the incremental borrowing rate.
There are exemptions to the application of IFRS 16 for short-term leases and for leases for low-
value assets.
The Group reassessed the classification of the sub-leases in which it acts as the landlord, on the
basis of the available information and it reclassified a sub-lease as a financial lease
Contracts which come under the scope of the application of the principle for the Group mainly
involve the rental of stores, headquarters, warehouses and vehicles.
Leases payable, already classified previously in accordance with IAS 17 as financial leases, did not
undergo any changes compared with the accounting reporting required by IAS 17 fully consistent
with the past.
At the transition date (1 March 2019), for leases previously classified in accordance with IAS 17 as
operating leases, the Group applied the modified retrospective application method with the
recording of financial liabilities for lease agreements and the corresponding rights of use measured
on the remaining contractual fees at the transition date.
The application of the new principle was not completed and may be subject to changes until the
publication of the consolidated financial statements of the Group at 29 February 2020.
Impacts on the consolidated statement of financial position at 1 March 2019 (transition date)
The value of net (Liabilities) Assets and Assets for rights of use recorded for Leases at 1 March
2019 breaks down as follows:
(Amounts in thousands of Euros) 1 March 2019
Financial (liabilities) for lease agreement payables, non-current and current 455,273
Financial assets for lease agreement income, non-current and current (12,235)
Net (Liabilities) Assets for leases at 1 March 2019 443,038
Assets for rights of use 447,718
Assets for rights of use at 1 March 2019 447,718
Impact on the main items of the consolidated income statement and the consolidated statement of
financial position for the first half-year ended 31 August 2019
43
(Amounts in thousands of Euros)
31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Revenue 1,059,536 -- 1,059,536
Other income 1,687 (847) 840
TOTAL REVENUE AND INCOME 1,061,223 (847) 1,060,376
Purchases of materials and external services (988,813) 33,914 (954,899)
Personnel costs (91,079) -- (91,079)
Changes in inventory 31,362 -- 31,362
Other operating costs and expenses (3,601) -- (3,601)
GROSS OPERATING PROFIT 9,092 33,068 42,159
Amortisation, depreciation and impairment
losses (14,557) (30,167) (44,724)
NET OPERATING PROFIT (5,465) 2,901 (2,565)
Financial income 53 -- 53
Financial expenses (1,862) (4,772) (6,635)
PROFIT BEFORE TAX (7,274) (1,871) (9,147)
Income taxes 683 (651) 32
PROFIT/(LOSS) FOR THE PERIOD (6,591) (2,522) (9,115)
The different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
to a positive impact on the Gross Operating Profit of Euro 33,068 thousand.
Specifically, the application of IFRS 16 to lease agreements resulted in:
(1) the reduction of other income through the different accounting treatment of rental fees relating
to the sub-lease agreements of stores;
(2) the reduction of operating costs for the different accounting treatment of rental fees relating to
lease agreements for the rental of stores, headquarters, warehouses and vehicles;
(3) the increase in depreciation and amortisation of the rights of use following the recording of
greater non-current assets ("Assets for rights of use");
(4) the increase in Financial expense for interest connected with rights of use following the
recording of greater financial liabilities;
(5) the change in Income taxes which represents the fiscal effect of the previously illustrated
changes.
Details of the impact of IFRS 16 on the main consolidated statement of financial position data as at
31 August 2019 are given below.
(Amounts in thousands of Euros) 31 August Impacts of 31 August 2019
2019 IFRS 16 IFRS 16
a b a+b
Plant, machinery, equipment and other assets 85,966 85,966
Goodwill 195,336 195,336
Intangible assets with a finite useful life 30,005 (8,130) 21,875
Assets for rights of use - 458,597 458,597
Deferred tax assets 36,297 (651) 35,646
Other non-current assets 2,809 10,058 12,867
Total non-current assets 350,413 459,874 810,287
Inventories 393,704 393,704
Trade receivables 52,205 52,205
Current tax assets 2,092 2,092
Other current assets 19,331 1,411 20,742
Cash and cash equivalents 44,175 44,175
Total current assets 511,507 1,411 512,918
Total assets 861,920 461,285 1,323,205
Share capital 4,000 4,000
Reserves 36,784 36,784
44
Profit/(loss) carried forward 21,630 (2,522) 19,108
Profit/(Loss) of third parties - -
Total shareholders’ equity 62,414 (2,522) 59,892
Financial liabilities 26,434 26,434
Employee benefits 12,797 12,797
Other financial liabilities 15,552 408,918 424,470
Provisions 6,956 746 7,702
Deferred tax liabilities 3,587 3,587
Other non-current liabilities 26 26
Total non-current liabilities 65,352 409,664 475,016
Financial liabilities 38,856 38,856
Other financial liabilities 12,787 57,190 69,977
Trade payables 476,758 476,758
Current tax liabilities 2,410 2,410
Provisions 952 (55) 897
Other current liabilities 202,391 (2,992) 199,399
Total current liabilities 734,154 54,143 788,297
Total liabilities and shareholders’ equity 861,920 461,285 1,323,205
IFRS 16 introduces a unique accounting model whereby the lessee recognises an asset that
represents the right to use the underlying asset and a liability that reflects the obligation to pay the
lease payments. The asset for direct use in accordance with IFRS 16 includes the amount of the debt
initially recognised as a liability under the lease, any initial direct costs incurred by the lessee (e.g.
key money) and an estimate of the costs to be incurred by the lessee for the dismantling or removal
of the asset.
The breakdown of the impact of IFRS 16 on consolidated net financial debt is given below.
31 August
(in in thousands of Euros)
2019
Net financial debt - IAS 17 (49,454)
Current financial receivables - IFRS 16 1,459
Non-current financial receivables - IFRS 16 10,057
Other current financial payables - IFRS 16 (57,189)
Other non-current financial payables - IFRS 16 (408,919)
Net financial debt - IFRS 16 (504,046)
The reconciliation of leasing liabilities calculated in accordance with IFRS 16 and commitments for
operating leases which cannot be cancelled indicated in the consolidated financial statements of the
previous year in accordance with IAS17 are listed below.
Reconciliation of lease liabilities €/000
Commitments for IAS 17 operating leases not discounted at 28/02/2019 98,525
Other changes 296,520
Effect of discounting on payables for operating leases 47,993
Total IFRS 16 lease liabilities at 01/03/2019 443,038
The commitments for operating leases pursuant to IAS 17 reported in the last consolidated financial
statements of the Group as at 28 February 2019 referred only to the liability for leases due in the
enforsable period, understood as the non-cancellable period of the contract itself. The other changes
include the estimate of the lease term revised on the basis of the new provisions expressed in IFRS
16.
IFRIC 23
The interpretation defines the accounting treatment of income taxes when the tax treatment involves
uncertainties which have an effect on the application of IAS 12; it is not applied to duties or taxes
45
which do not come under IAS 12, nor does it specifically include requirements relating to interest or
penalties attributable to doubtful tax treatments.
The interpretation deals specifically with the following points:
An entity should define whether to consider each doubtful tax treatment separately or together with
other (one or more) doubtful tax treatments. The approach which allows the best forecast of the
doubtful solution should be followed. The interpretation is in force for the years starting 1 January
2019 or later, but some temporary incentives are available. The Group has applied the interpretation
from the date it came into force without recalculation of the comparative data. The application of
the new interpretation involved the reclassification of liabilities relating to doubtful tax treatments
with regard to income taxes from the item "Provisions" to the item "Liabilities for current taxes".
New standards, amendments and interpretations IFRS and IFRIC endorsed by the European
Union which are not yet mandatorily applicable and had not been adopted early by the Group
as at 28 February 2020
There are no new accounting standards or amendments to standards endorsed and applicable for the
years beginning after 1 January 2020.
The accounting standards, amendments and IFRS interpretations which have not yet been
endorsed by the European Union
- On 18 May 2017, the IASB issued IFRS 17 Insurance Contracts. The standard aims to
improve understanding by investors, but not only them, of the risk exposure, the profitability
and the financial position of the insurers. IFRS 17 replaces IFRS 4 issued in 2004 as interim
Standard. The amendments go into effect on 1 January 2021.
- On 29 March 2018, the IASB published the amendments to the “References to the
Conceptual Framework in IFRS Standards”. The amendments go into effect on 1 January
2020.
46
- On 26 September 2019, the IASB published in consultation proposals for amendments to the
financial instruments standard – version IFRS 9 and IAS 39 – based on the reform of inter-
bank interest rates such as the IBOR.
2.7 Seasonality
The market in which the Group operates is characterised by the seasonality phenomena typical of
the consumer electronics market. More specifically, sales are higher in the final part of each
financial year, with a peak demand near and during the Christmas period; also, the cost of obtaining
goods from suppliers is mainly concentrated in this period. Otherwise, operating costs have a more
linear trend, given the component of fixed costs (staff, rent and overhead) that have a uniform
distribution over the year. Consequently, operating margins are also affected by this seasonality.
The trend in revenue and cost dynamics described above have an impact on the trend of net working
capital and net financial debt, characterised structurally by cash generation at the end of the
financial year. Therefore, the analysis of interim results and financial indicators cannot be
considered fully representative. It would therefore be wrong to consider the period’s indicators as
proportionate to the entire financial year.
With respect to business risks, the main risks identified, monitored and, as specified below, actively
managed by the Group are as follows:
- credit risk (both in relation to normal trading transactions with customers as well as
financing activities);
- liquidity risk (with respect to the availability of financial resources and access to the credit
market and financial instruments in general);
The objective is to maintain over time balanced management of the financial exposure so as to
ensure a liability structure that is coherent in terms of the composition of the asset structure and
able to ensure the necessary operating flexibility through the usage of liquidity generated from
current operations and usage of bank lending.
The main financing instruments used are:
Furthermore, hedges have been established to cover the risk of interest rate fluctuation, that have
influenced the cost of financial indebtedness in the medium - long-term and consequently also the
economic results.
The following section provides qualitative and quantitative information regarding the incidence of
these risks.
47
Credit risk is the possibility that an unexpected change in the credit rating of a counterparty will
expose the Group to the risk of default, subjecting it to potential lawsuits. By way of introduction,
we note that the credit risk which the Group is subject to is minimal since its sales are mainly to the
end consumers who pay the consideration upon purchasing the product. Sales to affiliates (Indirect
channel42) and wholesale customers (B2B channel), which represent a total of approximately 16.3%
of the Group’s revenues as at 31 August 2019, require the Group to use strategies and instruments
to reduce this risk. The Group has credit control processes which include obtaining bank guarantees
to cover a significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown of the
deadlines and average collection times. There are no significant concentrations of risk. The other
receivables are mainly receivables from the tax authorities and public administrations, lease
instalments paid early and advances paid for services which therefore carry a limited credit risk.
The financial assets are recognised net of write-downs calculated based on counterparty default risk.
This is determined according to procedures that can involve both write-downs of individual
positions, if they are individually significant, and for which there is an objective condition of total
or partial non-collectability, or on collective write-downs based on historical and statistical data.
Furthermore, the book value of its financial assets represents the Group’s maximum exposure to
credit risk.
Liquidity risk is the risk of failure to fulfil contractual obligations. The contractual obligations
consist of discharging financial liabilities within the deadlines that have been set. Liquidity risk
management is the management of incoming funds, guaranteeing a balance between cash inflows
and outflows and thereby minimizing the cost of financial management. This translates into
procuring financial resources sufficient to maintain the company’s financial structure streamlined,
reducing that cost to the minimum level (in terms of financial expenses). Liquidity risk is limited
by:
- cash flows from operations: optimal management of incoming cash flows from normal
operations as compared to cash outflows;
- usage of committed credit lines: these are credit lines that pools of banks commit to having
available for the Group until maturity;
- usage of medium/long-term loans able to maintain the Company’s ordinary and other
operations; the usage of this type of resource requires constant monitoring of expirations of
financial debts as well as contingent market terms and conditions.
The liquidity risk consists of the possible difficulty of obtaining financial resources at an acceptable
cost in order to conduct normal operating activities. The factors that influence liquidity risk refer
both to resources that are generated or absorbed by current operations as well as to those that are
42 The Indirect channel, previously known as Wholesale, includes sales to the network of affiliated stores and revenues produced in large scale
retailing through partnerships with leading industry operators.
48
generated or absorbed by investments and financing, the latter referring to repayment schedules or
accessing short and long-term financial loans and the availability of funds in the financial market.
The financial structure in its entirety is constantly monitored by the Group to ensure coverage of its
liquidity needs. The financial structure of the Group, broken by deadline for the six-month period
ending 31 August 2019 and for the financial year ending 28 February 2019 is given below:
The trend in the period was influenced by the seasonality of the business, for further details see
notes 5.12 Financial liabilities and 5.14 Other financial liabilities.
The Group uses external financial resources in the form of debt and available liquidity from bank
deposits. Changes in the market interest rate levels influence the cost and return of various forms of
financing and usage, thereby affecting the level of the Group’s financial income and expenses.
To address these risks, the Company has stipulated with a pool of banks derivative contracts
consisting of Interest Rate Swaps (IRS) in order to mitigate the potential effect of changes in the
interest rates on the economic result, with economically acceptable terms and conditions.
The interest rate swaps in existence as at 31 August 2019 were stipulated following the conclusion
of a loan contract with a pool of banks, led by Banca IMI S.p.A. On 12 February 2018, following
the closing which took place on 9 January 2018, the date on which the loan agreement known as the
Senior Facilities Agreement (the "Loan Agreement") was entered into, new interest rate swaps
associated with the term loan currently provided by the syndicate were signed.
Interest Rate Swaps (IRS) 12/02/2018 09/01/2023 37,500 42,500 (729) (413)
The interest rate swaps, which satisfy the requirements of IFRS 9, are recognised using the hedge
accounting method. The amount recognised in equity under the cash flow hedge reserve is equal to
49
Euro 555 thousand (negative) as at 31 August 2019 and Euro 315 thousand (negative) as at 28
February 2019.
The company is exposed to currency risk, which is the risk connected to fluctuations in the
exchange rate of two currencies, mainly due to importation of merchandise. This risk is considered
irrelevant for the Group since the volume of the transactions in a foreign currency is not significant;
in any case the Group covers the estimated exposure to currency rate fluctuations related to the
main transactions anticipated in the short term concerning merchandise imports which require
payment to suppliers in United States dollars, using forward contracts for United States dollars.
There were no forward instruments at 31 August 2019. The effects of these derivative financial
instruments used for hedging purposes were recognised in the income statement, as they do not
comply with all the requirements set forth in IAS 39 for hedge accounting. The company did not
have any forward contracts in US dollars at 31 August 2019.
The fair value of the financial instruments listed on an active market is based on market prices as at
the balance sheet date. The fair value of the instruments which are not listed on an active market is
determined by using valuation techniques which are based on a series of methods and assumptions
which are connected to market conditions as at the balance sheet date.
The classification of the fair value of financial instruments based on the following hierarchical
levels is set out below:
- Level 1: fair value determined based on listed prices (not adjusted) on active markets for
identical financial instruments;
- Level 2: fair value determined using valuation techniques that refer to variables that are
observable on active markets;
- Level 3: fair value determined using valuation techniques that refer to variables that are not
observable on active markets.
Financial instruments measured at fair value are classified at level 2 and the general criterion used
to calculate them is the current value of future cash flows provided for the instrument constituting
the object of the measurement.
The liabilities relative to the bank indebtedness are measured using the amortized cost criterion.
Trade payables and receivables are measured at their book value, net of any provision for bad debts,
as this is considered to be close to the current value.
The table below separates financial assets and liabilities by category as at 31 August 2019 and 28
February 2019:
50
Cash and cash equivalents 44,175 - - 44,175
Trade receivables 52,205 - - 52,205
Other assets 33,609 - - 33,609
Financial assets designated at fair value
Other assets 0 0
Financial liabilities not designated at fair value
Financial liabilities - - 65,290 65,290
Trade payables - - 476,758 476,758
Other liabilities - - 199,425 199,425
Other financial liabilities - - 493,718 493,718
Financial liabilities designated at fair value
Other financial liabilities - 729 - 729
The Group has identified just one operating segment, which is the entire company and covers all the
services and products provided to customers. The Group’s view of itself as a single omnichannel
business means that the company has identified a single Strategic Business Unit (“SBU”).
Management has also identified three Cash Generating Units (CGUs) inside the SBU to which
goodwill has been allocated. This approach is supported by the control model of the management’s
operations that considers the entire business, regardless of the product lines or geographical
location, which management does not consider significant in decision-making. The operating
segment’s results are measured by analysing trends of revenue and gross operating profit or loss.
51
Depreciation, amortisation and write-downs (44,724) (12,645)
NET OPERATING PROFIT (2,565) (4,385)
Financial income 53 1,571
Financial expenses (6,635) (2,271)
PROFIT BEFORE TAX (9,147) (5,085)
Income taxes 32 (119)
PROFIT/(LOSS) FOR THE YEAR (9,115) (5,204)
The impact of EBITDA on revenues increased to 4.0% compared with the first half of the previous
period.
The table below contains a breakdown of revenue by product category and service offered:
The table below contains a breakdown of the revenues per geographical area:
Below is the balance of the item "Plant, machinery, equipment and other assets" by category as at
31 August 2019 and 28 February 2019:
43The segmentation of sales by product category takes place on the basis of the classification adopted by the main sector experts. Note therefore that
the classification of revenues by category is revised periodically in order to guarantee the comparability of Group data with market data.
52
Accumulated Accumulated
Amortisation Historical Amortisation
Historical cost Net book value Net book value
and cost and
Depreciation Depreciation
Plant and machinery 140,233 (101,354) 38,879 136,242 (96,699) 39,543
Equipment 23,893 (15,604) 8,289 22,502 (15,122) 7,380
Other assets 180,278 (144,551) 35,727 175,294 (139,126) 36,168
Tangible assets under
3,071 3,071 1,851 - 1,851
construction
Total plant, machinery,
347,475 (261,509) 85,966 335,889 (250,947) 84,942
equipment and other assets
The change in the item “Plant, machinery, equipment and other assets” for the period from 28
February 2019 to 31 August 2019 is shown below:
The change in the item “Plant, machinery, equipment and other assets” for the period from 28
February 2018 to 31 August 2018 is shown below:
With reference to the six-month period ended 31 August 2019, the Group made investments, net of
the category of “Tangible assets under construction and payments on account”, and inclusive
acquisition of Carini Retail S.r.l of Euro 10,347 thousand.
In particular, the net investments were mainly: (i) investments relating to the opening of new sales
outlets in new customer bases deemed strategic (Gela, Portogruaro, Mistebianco, Savignano,
Verona, Bunalbergo) or bases not sufficiently covered by the current portfolio of stores and the
refurbishment of the sales outlets acquired from the former Pistone S.p.A. business units for Euro
5,868 thousand; (ii) additional investments connected with the Piacenza logistics hub for Euro 976
thousand; (iii) interventions involving the restructuring of selected sales outlets through the
restyling of the layouts and the reduction or expansion of the sales areas and investments in the
53
relocation of existing sales outlets to customer bases deemed more strategic for Euro 823 thousand;
(iv) minor extraordinary maintenance operations and the renewal of anti-theft and electrical systems
at various sales outlets for Euro 445 thousand; (v) investments in the creation of dedicated electric
displays for specific supplier brands within the sales outlets for Euro 346 thousand;
Note that the acquisition of the 12 sales outlets belonging to the former Pistone S.p.A. business unit
are configured as business combinations and therefore come under the application scope of IFRS 3.
As required by the standard, the tangible assets were recorded at their fair value on the acquisition
date, which meets the requirements under IAS 16.
The Company relied on the information resulting from the sworn expert report prepared pursuant to
Article 2465 et seq. of the cc. for the assessment of this fair value, through which the value of the
assets acquired was estimated at Euro 1,979 thousand. The amortisation and depreciation was
calculated based on the depreciation rates adopted for the respective category.
The values and useful life are reported in the financial statements from the date that Unieuro
acquired control. For more details, please refer to Note 5.29 "Business unit combinations".
Net assets under construction amounting to Euro 3,071 thousand mainly refer to (i) investments
relating to restructuring/relocation for Euro 1,037 thousand; (ii) minor extraordinary maintenance
operations at various sales outlets for Euro 483 thousand and (iii) the opening of new sales outlets
and projects for Euro 489 thousand. Investments in question as at 31 August 2019 are not
completed and therefore the item is not subject to depreciation.
The item "Amortization and write-downs (write backs)" of Euro 10,633 thousand includes Euro
10,564 thousand in depreciation and Euro 69 thousand of write-downs and write backs.
The item “Plant, machinery, equipment and other assets” includes assets held under financial leases
consisting mainly of furnishings, energy saving lighting installations, air conditioning installations,
servers, computers and printers. These assets are guaranteed by the lessor until the residual amount
due is fully paid. For further details on the amount of the debts to the leasing company, see note
5.13 “Other financial liabilities.”
With reference to the six-month period ended 31 August 2018, the Group made investments net of
decreases of the category “Assets under construction” for Euro 14,925 thousand.
In particular, the investments were mainly: (i) investments made for the construction of the new
Piacenza logistics hub of Euro 7,173 thousand; (ii) interventions for the restructuring of selected
sales outlets costing Euro 2,035 thousand through the restyling of the layouts and the reduction or
expansion of the sales areas; (iii) investments relating to the opening of new sales outlets in new
consumer areas considered to be strategic or in areas not sufficiently covered by the current
portfolio of stores and the refurbishment of sales outlets acquired from the business unit DPS, for
Euro 1,748 thousand; (iv) investments in the relocation of existing sales outlets to consumer areas
deemed to be more strategic of Euro 1,416 thousand; (v) less extraordinary maintenance operations
and on the air conditioning systems of various sales outlets for Euro 1,588 thousand; (vi)
investments in infrastructure to adapt it to the new regulations relating to GDPR and to the telematic
communication of fees and other material infrastructure for Euro 752 thousand and (vii) the
contribution from the acquisition of the 8 sales outlets belonging to the business unit DPS for Euro
213 thousand.
The new financial leases are equal to Euro 1,048 thousand and of these Euro 93 thousand referred to
electronic machines, Euro 635 thousand to furniture and furnishings and Euro 320 thousand to
electrical systems.
54
The decreases for the year refer mainly to the scrapping of fully amortised assets.
Note that the acquisition of the 8 outlets belonging to the business unit DPS are configured as a
business combination and therefore come under the application scope of IFRS 3. As required by the
standard, the tangible assets were recorded at their fair value on the acquisition date, which meets
the requirements under IAS 16.
The Company relied on internal techniques for the assessment of this fair value through which the
value of the assets acquired was estimated at Euro 213 thousand.
The values and useful life were reflected in the consolidated financial statements from the date of
the acquisition of control by Unieuro namely from 23 August 2018, the opening of the sales outlets
related to the business unit DPS took place from September 2018.
The item "Amortization and write-downs/(write backs)", within the movement 28 February 2018 -
31 August 2018, of Euro 9,446 thousand includes Euro 8,681 thousand in depreciation and Euro
765 thousand of write-downs and write backs. The write-downs mainly refer to stores for which
onerous leases were identified while the write backs refer to stores with a significant improvement
in their economic results, so that the lease was no longer considered onerous, and therefore
previously written down assets were written back.
The net assets under construction amounting to Euro 11,534 thousand mainly relate to investments
in opening the new Piacenza logistics hub and the new stores in new consumer areas deemed to be
strategic for the Group. Investments in question as at 31 August 2018 are not completed and
therefore the item is not subject to depreciation.
5.2 Goodwill
The breakdown of the item “Goodwill” as at 31 August 2019 and as at 28 February 2019 is shown
below:
The change in the “Goodwill” item for the period from 28 February 2018 to 31 August 2019 is
shown below:
55
The value of goodwill at 31 August 2019, equalling Euro 195,336 thousand, increased over the year
ended 28 February 2019 by Euro 17,371 thousand. The increase refers to the transaction for the
acquisition of a 100% stake in Carini Retail S.r.l..
It should be noted that, at the time of recording of the acquisition transaction of the 100% stake in
Carini Retail S.r.l. in the accounts, Unieuro availed itself of the right provided under IFRS 3 to
carry out a provisional allocation of the cost of business combinations at fair value of the acquired
assets, liabilities and contingent liabilities assumed. If new information obtained during one year
from the acquisition date, relating to facts and circumstances existing at the acquisition date, leads
to adjusting the amounts indicated or any other fund existing at the acquisition date, accounting for
the acquisition will be revised. There are not expected to be any significant variations compared
with what has already been accounted for. For more details about transactions, please refer to Note
5.28 "Business unit combinations".
Goodwill as at 31 August 2019 and 28 February 2019 can be broken down as follows:
The business dynamics recorded in the period and updates on forecasts on future trends are
consistent with the assumptions made to verify the recoverability of goodwill occurring when
preparing the Group consolidated financial statements at 28 February 2019. The Unieuro market
capitalisation at 31 August 2019 was greater than the Group’s shareholders’ equity. Therefore, no
indicators were identified of possible impairment losses and therefore no specific impairment tests
were done on goodwill following the one approved by the Unieuro Board of Directors on 8 May
2019.
56
The balance of the item “Assets for rights of use” is given below, broken down by category as at 31
August 2019 and as at 28 February 2019:
(Amounts in
Amounts as at 31 August 2019 Amounts as at 28 February 2019
thousands of Euros)
Accumulated Accumulated
Net book Net book
Historical cost Amortisation and Historical cost Amortisation and
value value
Depreciation Depreciation
The change in the item "Assets for rights of use" for the period from 28 February 2019 to 31 August
2019 is broken down below:
The item contains the value for assets for rights of use resulting from the application of accounting
standard IFRS 16. The application of the new accounting principle had a material impact on the
Group's consolidated financial statements by virtue of the operations linked to the retail network
which is a significant part of the business. For the Group, the analysis of the contracts coming under
the scope of application of the principle specifically involved those relating to stores, warehouses,
offices and vehicles. The effects of this new accounting principle are illustrated in paragraph 2.5.1 -
"Changes to the accounting standards" which should be referred to for further details.
The balance of the item “Intangible assets with a finite useful life” is given below, broken down by
category as at 31 August 2019 and as at 28 February 2019:
(Amounts in thousands of
Amounts as at 31 August 2019 Amounts as at 28 February 2019
Euros)
Accumulated Accumulated
Historical Amortisation Net book Historical Amortisation Net book
cost and value cost and value
Depreciation Depreciation
Software 56,847 (43,195) 13,652 53,269 (40,450) 12,819
Concessions, licences and
13,361 (8,106) 5,255 13,361 (7,626) 5,735
brands
Key Money 1,572 (1,572) - 8,130 (1,572) 6,558
Intangible fixed assets under
2,968 - 2,968 3,200 - 3,200
construction
Total intangible assets with a
74,748 (52,873) 21,875 77,960 (49,648) 28,312
finite useful life
57
The change in the item "Intangible assets with a finite useful life" for the period from 28 February
2019 to 31 August 2019 is given below:
The change in the item "Intangible assets with a finite useful life" for the period from 28 February
2018 to 31 August 2018 is given below:
Regarding the six months ended 31 August 2019, the total increases of Euro 5,905 thousand relate
mainly to the “Software” category for Euro 3,578 thousand.
The Group, as required by new accounting standard IFRS 16, reclassified Key Money reporting it
under assets for rights of use because it represents the initial direct costs of the tenant inherent in the
lease agreement.
The increases relating to the “Software” category for Euro 3,578 thousand are attributable in the
main to: (i) new software and licences, (ii) costs incurred for the development and updating of the
website www.unieuro.it and (iii) costs incurred for extraordinary operations on existing
management software.
The increases for assets under construction of Euro 2,327 thousand were due to the implementation
of new software (ERP) and existing software.
Regarding the period of six months ended 31 August 2018, the increases net of decreases in the
category “Assets under construction”, amount to a total of Euro 4,432 thousand.
The item increases relates mainly to the category “Software” for Euro 2,607 thousand, attributable
in the main to: (i) new software and licences, (ii) costs incurred for the development of software for
the processing and interpretation of management data aimed at the analysis of trends and
extraordinary operations on pre-existing management software and (iii) costs incurred for the
58
development and updating of the website www.unieuro.it, and to the category "Assets under
construction" for Euro 914 thousand mainly attributable to the implementation of new software.
The item Acquisitions, for Euro 1,947 is derived from the acquisition of control of the business unit
DPS which is configured as a business combination and comes under the application scope of IRFS
3. The item comprises Key money relating to the sales outlets of the business unit DPS, control of
which was acquired on 23 August 2018 and the opening to the public took place from September
2018 therefore the key money was recorded in assets under construction on 31 August 2018. As
required by the standard, the intangible assets were recorded separately from goodwill and recorded
at their fair value on the acquisition date, which meets the requirements under IAS 38.
Amortisation is calculated pro-rata temporis on a straight-line basis depending on the term of the
lease contract. For the measurement of the fair value of the Key money the company enlisted
external consultants with proven experience which, using assessment methods in line with the best
professional practices, estimated the value of the Key money.
The change in the item "Deferred tax assets" and the item "Deferred tax liabilities" for the period
from 28 February 2018 to 31 August 2019 is given below:
Balance as at 28 February 2018 824 2,488 907 4,290 884 1,363 3,622 14,378 15,727 30,105
Provision/Releases to the
- - - - 149 - - 149 - 149
Comprehensive Income Statement
Balance as at 31 August 2018 757 2,324 907 2,003 205 1,675 2,849 10,720 17,809 28,529
The balance as at 31 August 2019 of Euro 35,646 thousand is mainly composed of the deferred tax
assets recorded on tax losses for Euro 23,822 thousand, deferred tax assets recorded on goodwill for
Euro 4,110 thousand and Euro 1,583 thousand from the deferred tax assets recorded on other
59
current liabilities, composed of contract liabilities relating to extended warranty services. The
change in the item deferred tax assets recorded in the period is mainly related to:
- the release to the income statement of the deferred tax assets relating to other current
liabilities;
- the provision of Euro 854 thousand in deferred tax assets relating to tax losses.
The balance as at 31 August 2018 was Euro 28,529 thousand and was mainly composed of: (i) Euro
7,176 thousand in temporary differences mainly due to goodwill, other current liabilities and the
provision for obsolete inventory, (ii) Euro 17,809 thousand from deferred tax assets recorded on tax
losses. The change in the item deferred tax assets recorded in the period year is mainly related to:
- the release to the income statement of the deferred tax assets relating to Intangible assets and
other current liabilities;
- the provision of Euro 2,082 thousand in deferred tax assets relating to tax losses.
Note that tax losses still available at 31 August 2019 were, with reference to Unieuro, equal to Euro
377,943 thousand, while with reference to Monclick they were Euro 6,338 thousand.
In calculating deferred tax assets, the following aspects were taken into consideration:
- the tax regulations of the country in which the Company operates and the impact on the
temporary differences, and any tax benefits resulting from the use of tax losses carried over;
On this basis, the Group expects to generate future taxable earnings and, therefore, to be able, with
reasonable certainty, to recover the recorded deferred tax assets.
The decrease in the item “Deferred tax liabilities” is mainly attributable to the release of the
deferrals previously recorded in other current assets.
60
Deferred tax liabilities relating to Intangible Assets mainly result from goodwill with a different
statutory value from the value for tax purposes.
It is estimated that the debt refers to differences which will be reabsorbed in the medium-/long-
term.
Below is a breakdown of the items “Other current assets” and “Other non-current assets” as at 31
August 2019 and 28 February 2019:
The item “Financial receivables for leasing” equal to Euro 11,516 thousand (the current portion of
which is Euro 1,459 thousand) was recorded during the first time adoption of accounting principle
IFRS 16 and includes the current portion and the non-current portion relating to sub-leasing
agreements in which the group acts as the landlord. For more details refer to note 2.5.1 Changes in
accounting principles.
The item “Other current assets” mainly includes deferred charges with regard to insurance, rental
and common charges and the hire of road signs; accrued income refers to adjustments on common
charges at sales points.
The increase in the item “Deferred charges” is mainly attributable to the insurance premium and
non-income taxes and duties payed prior to August 31, 2019 but relative occurrence coinciding with
the calendar year.
The item “Contract assets” includes the costs for procuring the contract which can be qualified as
contract costs, represented by the bonuses paid to employees for each additional sale of extended
warranty services.
Tax credits as at 31 August 2019 and 28 February 2019 refer, in the main, for Euro 1,610 thousand
to the IRES credit for IRAP not deducted.
61
The item “Other non-current assets” includes equity investments, deposit assets and deposits to
suppliers. The increase is mainly due to the acquisition of new stores and the expansion of existing
ones.
5.7 Inventories
The value of gross inventories went from Euro 372,121 thousand as at 28 February 2019 to Euro
406,181 thousand as at 31 August 2019, an increase of 9.2% in total gross inventories. The increase
is attributable to: (i) the different business scope resulting from the acquisition of 12 Carini Retail
S.r.l. sales outlets and the Pistone S.p.A. logistics platform, located in Carini, and (ii) the buoyancy
of the online business, (iii) the partnership concluded with Finiper, which marked Unieuro's launch
into large scale retailing and (iv) the increase in volumes managed.
The value of inventories is adjusted by the warehouse obsolescence fund, which includes the
prudential write-down of the value of merchandise with possible obsolescence indicators.
The change in the warehouse bad debt provision for the period from 28 February 2019 to 31 August
2019 and from 28 February 2018 to 31 August 2018 is shown below:
The increase in the warehouse obsolescences fund equal to Euro 2,698 thousand is attributable to
the adaptation of the warehouse bad debt provision which includes the prudential write down of the
62
value of goods at 31 August 2019 and reflects the loss in value of goods in cases in which the cost
is higher than the presumed realisable value and enables the warehouse value to be reported at the
current market value.
A breakdown of the item “Trade receivables” as at 31 August 2019 and as at 28 February 2019 is
shown below:
The value of receivables, which refer to the Indirect and B2B channels was up by Euro 10,917
thousand compared with the previous year, with the increase mainly due to the partnership
concluded with Finiper, which marked Unieuro's launch into large scale retailing.
The change in the bad debt provision for the period from 28 February 2019 to 31 August 2019 and
from 28 February 2018 to 31 August 2018 is shown below:
Bad debts refer mainly to disputed claims or customers subject to insolvency proceedings.
Drawdowns follow credit situations for which the elements of certainty and accuracy, or the
presence of existing insolvency proceedings, determine the deletion of the actual position. As
63
shown in the tables above, the bad debt provision stood at Euro 2,407 thousand as at 31 August
2019 and Euro 2,491 thousand as at 28 February 2019.
Credit risk represents the exposure to risk of potential losses resulting from the failure of the
counterparty to comply with the obligations undertaken. Note, however, that for the periods under
consideration there are no significant concentrations of credit risk, especially taking into
consideration the fact that the majority of sales are paid for immediately by credit or debit card in
the Retail, Travel and Online channels, and in cash in the Retail and Travel channels. The Group
has credit control processes which include obtaining bank guarantees and credit insurance contracts
to cover a significant amount of the existing turnover with customers, customer reliability analysis,
the allocation of credit, and the control of the exposure by reporting with the breakdown of the
deadlines and average collection times.
Past due credit positions are, in any event, monitored by the administrative department through
periodic analysis of the main positions and for those for which there is an objective possibility of
partial or total irrecoverability, they are written-down.
It is felt that the book value of trade receivables is close to the fair value.
Below is a breakdown of the item "Current tax assets" and "Current tax liabilities" as at 31 August
2019 and as at 28 February 2019:
As at 31 August 2019, the item "IRES credits" included credits of Euro 2,092 thousand (Euro 2,116
thousand as at 28 February 2019) which incorporated the IRES credit from the previous financial
year and the credit generated during the period for withholding tax and for IRES note that the
expense for income taxes for the six-month period ended 31 August 2019 was reported based on the
best estimate of management of the weighted average annual tax rate for the entire year, applying it
to the pre-tax result for the period of the individual entities.
64
As at 31 August 2019 the item "IRAP payables" included payables of Euro 1,392 thousand resulting
from the estimate of Unieuro taxes for the year ended 28 February 2020, and "Payables for tax
liabilities" of Euro 1,018 thousand relating to the reclassification of liabilities relating to doubtful
tax treatments from the item "Provisions" to the item "Liabilities for current taxes", in line with the
provisions of IFRIC 23. For more details, please refer to Note 2.5.1 Changes to the accounting
standards.
A breakdown of the item “Cash and cash equivalents” as at 31 August 2019 and as at 28 February
2019 is shown below:
Cash and cash equivalents stood at Euro 44,175 thousand as at 31 August 2019 and Euro 84,488
thousand as at 28 February 2019.
The item consists of cash on hand, deposits and securities on demand or at short notice at banks that
are available and readily usable.
For further details regarding the dynamics that affected Cash and cash equivalents, please refer to
the Cash Flow Statement. Instead, for more details of the net financial position, please refer to Note
5.12.
Details of the item “Shareholders’ equity” and the breakdown of the reserves in the reference
periods are given below:
Reserve for
Cash Reserve
actuarial Profit/(loss) Total Non- Total
(Amounts in thousands of Share Legal Extraordinary flow for share- Other
gains/(losses) on carried shareholders’ controlling shareholders’
Euros) capital reserve reserve hedge based reserves
defined benefit forward equity interests equity
reserve payments
plans
Balance as at 28 February
4,000 800 0 (315) (1,247) 3,376 26,944 57,319 90,877 0 90,877
2019
Adjustment at the date of
the first-time adoption of - - - - - - - - - - -
IRFS 16 (net of taxes)
Adjusted balance at 1
4,000 800 - (315) (1,247) 3,376 26,944 57,319 90,877 - 90,877
March 2019
Profit (loss) for the period - - - - - - - (9,115) (9,115) - (9,115)
Other components of
- - - (240) (625) - - (865) - (865)
comprehensive income
Total statement of
comprehensive income for - - - (240) (625) - - (9,115) (9,980) - (9,980)
the period
Allocation of prior year
- - 6,769 - - - - (6,769) - - -
result
Covering retained losses and
- - - - - - - - - - -
negative reserves
Distribution of dividends - - - - - - - (21,400) (21,400) - (21,400)
Share-based payment settled
- - - - - 1,322 - (927) 395 - 395
with equity instruments
Total transactions with
- - 6,769 - - 1,322 - (29,096) (21,005) - (21,005)
shareholders
Balance as at 31 August
4,000 800 6,769 (555) (1,872) 4,698 26,944 19,108 59,892 0 59,892
2019
65
Shareholders' equity, equal to Euro 59,892 thousand as at 31 August 2019 (Euro 90,877 thousand as
at 28 February 2019) fell during the year through the combined effect of: (i) the distribution of a
dividend of Euro 21,400 thousand as approved on 18 June 2019 by the Shareholders' Meeting; (ii)
the recording of the loss for the consolidated period of Euro 9,115 thousand and the other
components of the comprehensive income statement negative for Euro 865 thousand; (iii) the
recording in the reserve of share-based payments of Euro 1,322 thousand which refer to the Long
Term Incentive Plan for certain managers and employees.
The Share capital as at 31 August 2019 stood at Euro 4,000 thousand, broken down into 20,000,000
shares.
- the legal reserve of Euro 800 thousand as at 31 August 2019 (Euro 800 thousand as at 28 February
2019), includes the financial provisions at a rate of 5% for each financial year; there were no
increases during the period in this reserve which reached the limit pursuant to Article 2430 of the
Italian Civil Code and has maintained it to 31 August 2019;
- the extraordinary reserve of Euro 6,769 thousand as at 31 August 2019 (Euro 0 thousand as at 28
February 2019); this reserve increased during the period as a result of the allocation of the profit for
the year approved on 18 June 2019 by the Shareholders' Meeting;
- the cash flow hedge reserve negative by Euro 555 thousand as at 31 August 2019 (negative by
Euro 315 thousand as at 28 February 2019); this reserve was recorded to offset the mark to market
of the hedging Interest Rate Swap agreements, taken out as required by the Loan Agreement entered
into during the year (for more details, please refer to Note 5.12).
- the reserve for actuarial gains and losses on defined-benefit plans of a negative Euro 1,872
thousand as at 31 August 2019 (negative Euro 1,247 thousand as at 28 February 2019); it fell by
Euro 625 thousand following the actuarial valuation relating to severance pay;
- the reserve for share-based payments amounting to Euro 4,698 thousand at 31 August 2019 (Euro
3,376 thousand at 28 February 2019); the reserve has changed due to recording of Euro 1,322
thousand offsetting the recording of personnel costs for the share-based payment plan. For more
details, please see Note 5.28.
Reserve for
Reserve
Cash flow actuarial Profit/(loss) Total Non- Total
(Amounts in thousands of Share Legal Extraordinary for share- Other
hedge gains/(losses) on carried shareholders’ controlling shareholders’
Euros) capital reserve reserve based reserves
reserve defined benefit forward equity interests equity
payments
plans
Balance as at 28 February
4,000 800 46,810 (191) (774) 1,352 57,999 (32,780) 77,216 0 77,216
2018
Adjustment at the date of
the first-time adoption of - - - - - - - 4,038 4,038 - 4,038
IRFS 15 (net of taxes)
Adjusted balance at 1
4,000 800 46,810 (191) (774) 1,352 57,999 (28,742) 81,254 - 81,254
March 2018
Profit/(loss) for the period - - - - - - - (5,204) (5,204) - (5,204)
Other components of
- - - (105) (303) - - (408) - (408)
comprehensive income
Total statement of
comprehensive income for - - - (105) (303) - - (5,204) (5,612) - (5,612)
the year
Allocation of prior year
- - - - - - - (10,958) (10,958) - (10,958)
result
Covering retained losses
(46,810) (11,055) 68,823 10,958 10,958
and negative reserves
Distribution of dividends - - - - - - (20,000) (20,000) - (20,000)
Share-based payment
settled with equity - - - - - 1,020 - (699) 321 - 321
instruments
Total transactions with
- - (46,810) - - 1,020 (31,055) 57,166 (19,679) - (19,679)
shareholders
Balance as at 31 August 4,000 800 0 (296) (1,077) 2,372 26,944 23,220 55,963 0 55,963
66
2018
Shareholders' equity, equal to Euro 55,963 thousand as at 31 August 2018 (Euro 77,216 thousand as
at 28 February 2018) fell during the year as a result of: (i) the distribution of a dividend of Euro
20,000 thousand as approved on 5 June 2018 by the Shareholders' Meeting; (ii) the recording of the
loss for the period of Euro 5,204 thousand and the other components of the comprehensive income
statement for Euro 408 thousand; (iii) the recognition under retained earnings of the effects arising
from the application of the new accounting standard IFRS 15 for Euro 4,038 thousand and (iv) the
recognition of the Long Term Incentive Plan reserved for certain managers and employees for Euro
321 thousand.
The Share capital as at 31 August 2018 stood at Euro 4,000 thousand, broken down into 20,000,000
shares.
the legal reserve of Euro 800 thousand as at 31 August 2018 (Euro 800 thousand as at 28 February
2018), includes the financial provisions at a rate of 5% for each year; there were no increases during
the period in this reserve which reached the limit pursuant to Article 2430 of the Italian Civil Code
and has maintained it as at 31 August 2018;
- the extraordinary reserve of Euro 0 thousand as at 31 August 2018 (Euro 46,810 thousand as at 28
February 2018); this reserve fell during the period as a result of the coverage of retained losses and
negative reserves approved on 5 June 2018 by the Shareholders' Meeting;
- the cash flow hedge reserve negative by Euro 296 thousand as at 31 August 2018 (Euro 191
thousand negative as at 28 February 2018); this reserve was recorded to offset the mark to market of
the hedging Interest Rate Swap agreements, taken out as required by the Loan Agreement entered
into during the year (for more details, please refer to Note 5.12).
- the reserve for actuarial gains and losses on defined-benefit plans of Euro 1,077 thousand negative
as at 31 August 2018 (Euro 774 thousand negative as at 28 February 2018); it rose by Euro 303
thousand following the actuarial valuation relating to the TFR (severance pay);
- the reserve for share-based payments of Euro 2,372 thousand as at 31 August 2018 (Euro 1,352
thousand as at 28 February 2018 changed as a result of (i) the recording of Euro 1,020 thousand
offsetting the recording of personnel costs for the share-based payment plan and (ii) the distribution
of the dividend approved by the Shareholders' Meeting on 5 June 2018 which involved the
reclassification of the item that refers to the monetary bonus earned by managers and employees
from the item profits and losses carried forward to the item other non/current liabilities. For more
details, please see Note 5.28.
During the period ended 31 August 2019 there were no assets allocated to specific businesses.
A breakdown of the item current and non-current “Financial liabilities” as at 31 August 2019 and as
at 28 February 2019 is shown below:
67
(Amounts in thousands of Euros) Period ended
31 August 2019 28 February 2019
Current financial liabilities 38,856 12,455
Non-current financial liabilities 26,434 31,112
Total financial liabilities 65,290 43,567
On 22 December 2017 a Loan Agreement was signed, “Loan Agreement”, with Banca IMI S.p.A.,
as the agent bank, Banca Popolare di Milano S.p.A., Crédit Agricole Cariparma S.p.A. and Crédit
Agricole Corporate and Investment Bank – Milan Branch. The Loan Agreement was finalised on 9
January 2018 following the ending of relations and the repayment of the previous lines of credit and
the provision of new funding.
The transaction consisted of taking out three different lines of credit aimed, among other things, at
providing Unieuro with additional resources to support future growth, through acquisitions and
opening new sales outlets. The existing borrowings relating to the Euro Term and Revolving
Facilities Agreement were completely settled on 9 January 2018.
The new lines, including Euro 190.0 million of term loan amortising, including Euro 50.0 million
("Term Loan"), aimed at replacing the existing previous lines of credit and Euro 50.0 million (the
"Capex Facility"), aimed at acquisitions and investments for restructuring the network of stores, and
Euro 90.0 million of revolving facilities (the "Revolving Facility"), were taken out at significantly
better conditions compared with the existing ones, with special reference to (i) the reduction in the
interest rate; (ii) the extension of the duration by five years; (iii) the greater operational flexibility
relating to the reduction in the number of financial institutions, covenants and contractual
constraints, as well as (iv) the removal of collateral in favour of the lending banks.
The interest on the loans agreed under the scope of the Loan Agreement is a floating rate, calculated
taking into consideration the Euribor plus a contractually-agreed spread.
At the same time as the provision of the loans, Unieuro S.p.A. agreed contractual clauses
(covenants) that give the lender the right to renegotiate or revoke the loan if the events in this clause
are verified. These clauses demand compliance with a consolidated index on a twelve-month basis,
for Unieuro S.p.A. which is summarised below:
- leverage ratio (defined as the ratio between the consolidated net financial debt and Consolidated
Adjusted LTM EBITDA, as defined in the Loan Agreement);
At 31 August 2019 the covenant was calculated and complied with. The summary table is given
below:
The Loan Agreement includes the Company's right of early repayment, in full or in part (in such a
case of minimum amounts equal to Euro 1,000,000.00) and prior notification of the Agent Bank, of
both the Term Loan and the Capex Facility. In addition, when certain circumstances and/or events
are verified, Unieuro is obliged to repay the Loan early. As at 31 August 2019 and until the date
these financial statements were prepared, no events occurred that could give rise to the early
repayment of the loan.
68
Financial liabilities as at 31 August 2019 and at 28 February 2019 are illustrated below:
Original
(Amounts in thousands of Euros) Maturity Interest rate As at 31 August 2019
amount
of which
of which
non-
Total current
current
portion
portion
Short-term lines of credit (1) n.a. 68,650 0.35% - 6.5% 29,469 29,469 -
Revolving Credit Facility Jan-23 90,000 Euribor 1m+spread - -
Current bank payables 29,469 29,469 -
Term Loan Jan-23 50,000 Euribor 3m+spread 37,500 10,000 27,500
Capex Facility Jan-23 50,000 Euribor 3m+spread - - -
Ancillary expenses on loans (2) (1,679) (613) (1,066)
Non-current bank payables and current part of non-current debt 35,821 9,387 26,434
Total 65,290 38,856 26,434
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest rate method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.
Original
(Amounts in thousands of Euros) Maturity Interest rate As at 28 February 2019
amount
of which
of which
non-
Total current
current
portion
portion
Short-term lines of credit (1) n.a. 75,000 0.35% - 7.0% 3,049 3,049 -
Revolving Credit Facility Jan-23 90,000 Euribor 1m+spread - -
Current bank payables 3,049 3,049 -
Term Loan Jan-23 50,000 Euribor 3m+spread 42,500 10,000 32,500
Capex Facility Jan-23 50,000 Euribor 3m+spread - - -
Ancillary expenses on loans (2) (1,982) (594) (1,388)
Non-current bank payables and current part of non-current debt 40,518 9,406 31,112
Total 43,567 12,455 31,112
(1) The short-term lines of credit include the subject to collection advances, the hot money, the current account
overdrafts and the credit limit for the letters of credit.
(2) The financial liabilities are recorded at the amortised cost using the effective interest rate method. The ancillary
expenses are therefore distributed over the term of the loan using the amortised cost criterion.
The financial liabilities at 31 August 2019 total Euro 65,290 thousand with an increase of Euro
21,723 thousand compared to 28 February 2019. This change is due mainly to the use of the hot
money line for Euro 26,420 thousand and to the normal repayment of principal shares of the Loan
for Euro 5,000 thousand.
The loans are evaluated using the amortised cost method based on the provisions of IFRS 9 and
therefore their value is reduced by the ancillary expenses on the loans, equal to Euro 1,679 thousand
as at 31 August 2019 (Euro 1,982 thousand as at 28 February 2019).
69
Period ended
(Amounts in thousands of Euros)
31 August 2019 28 February 2019
A breakdown of the net financial debt as at 31 August 2019 and as at 28 February 2019 is shown
below. Note that the net financial debt is presented in accordance with the provisions of Consob
Communication No. 6064293 of 28 July 2006 and in conformity with the recommendations of
ESMA/2013/319.
The increase in net financial indebtedness is due to the first-time adoption of IFRS 16, which
resulted in the recognition of net financial liabilities under leases, and the combined effect of: (i)
distribution of dividends for Euro 21.4 million approved by the Shareholders' Meeting on 18 June
2019, (ii) consideration paid in the period relating to the Ex-Pistone S.p.A. transaction, the payment
of instalments due on the purchase of the Ex-Cerioni S.p.A. business unit and the Monclick S.r.l.
equity investment for € 11.0 million, (iii) net increase in payables for investments in business
combinations for € 8.2 million, relating to the payable to Pistone S.p.A., remaining at 31 August
2019 net of the payable paid in the period relating to transactions carried out in previous years
relating to the Ex Cerioni S.p.A. equity investment unit and the purchase of the Monclick S.r.l.
equity investment., (iii) investments of € 13.9 million relating in particular to costs incurred for the
development of the network of direct stores and the refurbishment of the network of existing stores
and costs incurred for the purchase of new hardware, software, licenses and developments on
existing applications.
70
There is also a lack of comparability with 28 February 2019 due to the significant seasonal effects
of the business in which the Group operates.
The table below summarises the breakdown of the items “Other current financial payables” and
“Other non-current financial payables” for the periods ending 31 August 2019 and 28 February
2019. See note 5.14 “Other financial liabilities” for more details.
The change in the item “Employee benefits” for the period from 28 February 2019 to 31 August
2019 and from 28 February 2018 to 31 August 2018 is shown below:
This item includes the TFR (severance pay) required by Law No. 297 of 25 May 1982 which
guarantees statutory compensatory settlements to an employee when the employment relationship is
ended. Severance pay, regulated by Article 2120 of the Italian Civil Code, is recalculated in
accordance with the provisions of IAS 19, expressing the amount of the actual value of the final
obligation as a liability, where the actual value of the obligation is calculated through the “projected
unit credit” method.
The item "First Carini Retail consolidation" refers to the assumption of the debt relating to the
Severance Pay of employees transferred under the scope of the acquisition of the stake in Carini
Retail S.r.l.: for more details, refer to Note 5.29 - "Business unit combinations".
71
Settlements recorded in the period ended 31 August 2019 relate to both severance pay advances
paid to employees during the period, and to redundancies involving the excess personnel at several
sales points which were restructured or closed and to breaks in employment with regard to
employees on fixed contracts.
Below is a breakdown of the economic and demographic recruitment used for the purpose of the
actuarial evaluations:
Period ended
Economic recruitment 31 August 2019 28 February 2019
Inflation rate 1.50% 1.50%
Actualisation rate 0.30% 0.80%
Severance pay increase rate 2.625% 2.625%
Period ended
Demographic recruitment 31 August 2019 28 February 2019
Fatality rate Demographic tables RG48 Demographic tables RG48
INPS tables differentiated by age and INPS tables differentiated by age
Disability probability
gender and gender
Reaching of minimum requirements Reaching of minimum requirements
Retirement age under the compulsory general under the compulsory general
insurance insurance
Probability of leaving 5% 5%
Probability of anticipation 3.50% 3.50%
With regard to the actualisation rate, the iBoxx Eurozone Corporates AA index with a duration of 7-
10 years at the evaluation date was taken as a reference for the evaluation of this parameter.
Below is the sensitivity analysis, as at 31 August 2019, relating to the main actuarial hypotheses in
the calculation model taking into consideration the above and increasing and decreasing the average
annual turnover rate, the early request rate, the average inflation and actualisation rate, respectively
of 1%, -1%, 0.25% and -0.25%. The results are summarised in the table below:
A breakdown of the item current and non-current “Other financial liabilities” as at 31 August 2019
and as at 28 February 2019 is shown below:
72
(Amounts in thousands of Euros) Period ended
31 August 2019 28 February 2019
Leasing liabilities 60,378 3,262
Payables for investments in equity investments and business
9,296 4,176
units
Fair value of derivative instruments 303 245
Other current financial liabilities 69,977 7,683
Leasing liabilities 415,526 6,917
Payables for investments in equity investments and business
8,518 5,686
units
Fair value of derivative instruments 426 168
Other non-current financial liabilities 424,470 12,771
Total financial liabilities 494,447 20,454
Leasing liabilities
Leasing liabilities totalled Euro 475,904 thousand as at 31 August 2019 and Euro 10,179 thousand
as at 28 February 2019. The assets that are the subject of the finance lease agreement are buildings,
vehicles, furnishings, LEDs, climate control systems, servers, computers and printers. The above
payables to the leasing company are secured to the lessor via rights on the leased assets. The item
includes: (i) the liabilities for leases relating to agreements previously classified as operating leases
for which the group, following the application of the new accounting principle IFRS 16, recorded a
liability which reflects the obligation for the payment of rent of Euro 466,108 thousand and (ii) the
liabilities for leases relating to agreements previously recorded in the accounts according to the
provisions of IAS 17 which have not been subject to changes following the application of the new
accounting principle IFRS 16 for Euro 9,796 thousand. There are no hedging instruments for the
interest rates. For more details, please refer to Note 2.5.1 Changes to the accounting standards.
The cash flows relating to the item leasing liabilities are reported below.
Financial instruments for hedging, as at 31 August 2019, refer to contracts entered into with Intesa
Sanpaolo S.p.A., Banca Popolare di Milano S.p.A. and Crédit Agricole Cariparma S.p.A., hedging
the fluctuation of financial expenses related to the Loan Agreement. The financial liability stood at
Euro 729 thousand at 31 August 2019 (Euro 413 thousand at 28 February 2019). These derivative
financial transactions on the interest rates are designated as hedge accounting in accordance with
the requirements of IFRS 9 and are therefore dealt with under hedge accounting.
73
5.15 Provisions
The change in the item “Provisions” for the period from 28 February 2019 to 31 August 2019 and
from 28 February 2018 to 31 August 2018 is shown below:
(Amounts in thousands of Euros)
Onerous
Tax dispute Other disputes Restructuring Other risk
contracts Total
provision provision provision provision
provision
The "Tax dispute provision", equal to Euro 2,208 thousand as at 31 August 2019 and Euro 3,409
thousand as at 28 February 2019, was set aside mainly to hedge the liabilities that could arise
following disputes of a tax nature. The adjustment at the initial application date of IFRIC 23 refers
to the accounting treatment of liabilities relating to doubtful tax treatments from the item
"Provisions" to the item "Liabilities for current taxes". For more details, please refer to Note 2.5.1
Changes to the accounting standards.
The "Provision for other disputes", equal to Euro 3,037 thousand as at 31 August 2019 and Euro
3,142 thousand as at 28 February 2019, refers to disputes with former employees, customers and
suppliers.
The "Onerous contracts provision", equal to Euro 0 thousand as at 31 August 2019 and Euro 124
thousand as at 28 February 2019, refers to the allocation of non-discretionary costs necessary to
comply with the obligations undertaken in certain rental agreements, the adjustment for the initial
application of IFRS 16, the adjustment of the assets for the rights of use for the amount of the
allocation for onerous leases recorded in the statement of financial position at the initial application
date. For more details, please refer to Note 2.5.1 Changes to the accounting standards.
74
The “Restructuring provision”, equal to Euro 331 thousand as at 31 August 2019 and Euro 359
thousand as at 28 February 2019, refer mainly to the personnel restructuring process of the closing
outlets.
“Other provision for risks”, stood at Euro 3,023 thousand as at 31 August 2019 and Euro 2,032
thousand as at 28 February 2019. The adjustment at the initial application date of IFRS 16 refers to
the provision for expenses for the restoration of stores to their original conditions set aside to cover
the costs for restoring the property when it is handed back to the landlord in cases where the
contractual obligation is the responsibility of the tenant. For more details, please refer to Note 2.5.1
Changes to the accounting standards.
A breakdown of the items “Other current liabilities” and “Other non-current liabilities” as at 31
August 2019 and 28 February 2019 is shown below:
The item "Other current liabilities" increased by Euro 10,297 thousand in the year ended 31 August
2019 compared with the year ended 28 February 2019. The increase in the item recorded in the
period in question is mainly attributable to the short-term reclassification of the monetary bonus in
the share-based payment plan known as the Long-Term Incentive Plan and to the greater contract
liabilities relating to the extended warranty service. The change recorded in the payable relating to
the monetary bonus is mainly attributable to the resolution of the Shareholders' Meeting of 18 June
2019 to distribute the dividend which involved the recording of the share of the payable relating to
the component which refers to the monetary bonus accrued to managers and employees under the
plan. For more details, please see Note 5.28.
The balance of the item “Other current liabilities” is mainly composed of:
- contract liabilities of Euro 132,842 thousand as at 31 August 2019 (Euro 127,956 thousand
as at 28 February 2019) mainly due to (i) deferred revenues for warranty extension services.
Revenues from sales are recorded depending on the duration of the contract, or the period
for which a performance obligation exists making a distinction from sales pertaining to
75
future periods, (ii) payments on account received from customers, (iii) liabilities relating to
purchase vouchers and (iv) liabilities relating to sales with right of return.
- deferred income and accrued liabilities of Euro 5,076 thousand as at 31 August 2019 (Euro
4,331 thousand as at 28 February 2019) mainly relating to deferred income recorded on
revenues collected in the six-month period ended on 31 August 2019 but relative recognition
is over the fiscal year.
- payables to employees for Euro 35,631 thousand as at 31 August 2019 (Euro 35,383
thousand as at 28 February 2019) consisting of debts for outstanding wages, holidays, leave
and thirteenth and fourteenth month pay. These payables refer to items accrued but not yet
settled.
- VAT payables of Euro 18,463 thousand as at 31 August 2019 (Euro 14,667 thousand as at
28 February 2019) composed of payables resulting from the VAT settlement with regard to
August 2019.
The item "Other non-current liabilities" decreased by Euro 1,440 thousand in the year ended 31
August 2019 compared with the year ended 28 February 2019.
The balance for the item "Other non-current liabilities" is composed of deposit liabilities for Euro
26 thousand while the monetary bonus in the share-based payment plan known as the Long-Term
Incentive Plan for Euro 1,440 thousand was reclassified in the item "Other current liabilities". For
more details, please see Note 5.28.
A breakdown of the item “Trade payables” as at 31 August 2019 and as at 28 February 2019 is
shown below:
The balance includes payables relating to carrying out normal trade activities involving the supply
of goods and services.
Gross trade payables increased by Euro 8,409 thousand as at 31 August 2019 compared with 28
February 2019. The increase is due to the different business scope resulting from the acquisition of
12 Carini Retail S.r.l. sales outlets and the Pistone S.p.A. logistics platform located in Carini, which
became the chain's secondary hub and to the increase in volumes managed.
The change in the “Bad debt provision - amount due from suppliers” for the period from 28
February 2019 to 31 August 2019 and from 28 February 2018 to 31 August 2018 is shown below:
76
Bad debt provision - amount due from
(Amounts in thousands of Euros)
suppliers
There are no payables for periods of more than 5 years or positions with a significant concentration
of payables.
5.18 Revenue
In the tables below the revenues are broken down by channel, category and geographic market. The
Group has identified just one operating segment, which is the entire company and covers all the
services and products provided to customers. The Group’s view of itself as a single omnichannel
business means that the company has identified a single Strategic Business Unit (“SBU”). For more
details, please refer to note 4 Information on operating segments. The Group's revenues are affected
by seasonal factors typical of the consumer electronics market, which records higher revenues in the
final part of every financial year.
The Retail channel recorded an 18.0% increase in sales, equal to Euro 115,247 thousand, mainly as
a result of the growth in the network of direct stores, up compared with the corresponding period of
the previous year thanks to the consolidation of the former Pistone stores and the incremental
contribution of the acquisitions and the new openings brought to a conclusion in the last twelve
44
For the purpose of better representation, supplies of goods to an ongoing customer operating in the consumer electronics market without using the
Unieuro brand was reclassified from the Indirect channel to the B2B channel.
77
months. The performance of the stores was also positive on a like-for-like basis.
The Indirect channel - previously known as the Wholesale channel and which includes sales made
through the network of affiliated stores and revenues produced in large scale retailing through
partnerships with the leading industry operators at a total of 267 sales outlets - recorded revenues of
Euro 119,051 thousand, an increase of 25.1% compared with Euro 95,147 thousand in the first half
of the previous period. Growth was driven by the large-scale retailing sector, with the opening of
Unieuro by Iper shops-in-shops in the Iper La grande i hypermarkets under the scope of the
partnership made official on 10 January 2019.
The consolidated revenues of the Online channel stand at Euro 112,235 thousand, growth of 15.0%
compared with Euro 97,635 thousand in the same period of the previous year. The reasons for the
positive performance, should be sought in the Group's omnichannel strategy, which gives the
physical sales outlet the precious role of a pick-up point, to the benefit of online customers. The
continuous innovation linked to the constant release of new functions and improvements of the
platform, attention to contents and the effectiveness of digital communication campaigns have
further strengthened the competitive advantage.
The B2B channel - which targets professional domestic and foreign customers that operate in
industries other than those where Unieuro operates, such as hotel chains and banks, as well as
operators that need to purchase electronic products to be distributed to their regular customers or to
employees to accumulate points or participate in prize competitions or incentive plans (B2B2C
segment) - recorded sales of Euro 53,850 thousand, a fall of 13.7% compared with the first half of
the previous year as a result of the changes that were implemented in sales channel strategies by
suppliers.
Lastly, the Travel channel - composed of 12 direct sales outlets located at several major public
transport hubs such as airports, railway and underground stations - recorded growth of 45.8% equal
to Euro 18,550 thousand, thanks to the launch of the former DPS/Trony sales outlet located at the
Milan San Babila underground station which opened in October 2018 and the good performance of
the sales outlet located at Turin's Porta Nuova station.
The Grey category - namely cameras, video cameras, smartphones, tablets, computers and laptops,
monitors, printers, accessories for telephone systems, as well as all wearable technological products,
45The segmentation of sales by product category takes place on the basis of the classification adopted by the main sector experts. Note therefore that
the classification of revenues by category is revised periodically in order to guarantee the comparability of Group data with market data.
78
fell to 47.4% of total revenues, generating sales of Euro 502,440 thousand, an increase of 14.8%
compared with the figure of Euro 437,723 thousand for the first half of the previous year thanks to
the positive performance of the Telephone systems sector, which benefited from the mix movement
towards the top of the range and the good performance of several new models, as well as the
positive performance of laptop sales.
The White category, composed of large appliances (MDA) such as washing machines, tumble
dryers, refrigerators or freezers and ovens, small appliances (SDA), such as vacuum cleaners,
kettles, coffee machines as well as the climate control segment - recorded sales of Euro 306,256
thousand, growth of 28.0%. In addition to the consolidation of the ex-Piston stores, historically
strong in the sale of household appliances, the excellent performance is attributable to the success of
the suction sector and the increase in sales of air conditioners, facilitated by a favorable summer
season.
The Brown category - which includes televisions and related accessories, audio devices, devices for
smart TVs and car accessories, as well as memory systems - recorded growth in revenues in the
period in question of Euro 158,359 thousand (+2.6% compared with the Euro 154,342 thousand
recorded as at 31 August 2018). In the previous half-year consolidated financial report, the category
result had benefited from the higher sales caused by the football world cup, while the half-year
ended August 31, 2019 on the other hand was affected by lower sales through the B2B channel.
The Services category recorded growth of 24.0% in consolidated revenues thanks to the expansion
of the sales network and the Unieuro Group's continued focus on the provision of services to its
customers, specifically extended warranties and fees from customers signing new consumer credit
contracts.
The Other products category recorded an increase in consolidated revenues of 15.3%; this group
includes both the sales of the entertainment sector and other products not included in the consumer
electronics market such as e-mobility. The category was affected positively by the good
performance of sales of cooking and tableware accessories and luggage compartment.
The table below contains a breakdown of the revenues per geographical area:
Below is a breakdown of the item "Other income" for the financial years ended 31 August 2019 and
31 August 2018:
79
Insurance reimbursements 49 33
Total Other Income 840 1,265
The item mainly includes income from the leasing of IT equipment to affiliates and insurance pay
outs relating to theft or damage caused to stores. The decrease recorded in the period is due to the
application of the new accounting principle IFRS 16 in particular, the Group reassessed the
classification of the sub-leases in which it is the landlord and on the basis of the information
available it reclassified the sub-leases as finance leases. For more details, please refer to paragraph
2.5.1 Changes to the accounting standards.
Below is a breakdown of the item "Purchases of materials and external services" for the financial
years ended 31 August 2019 and 31 August 2018:
The item “Purchases of materials and external services”, taking into account the item “Change in
inventories”, rose from Euro 817,604 thousand in the six-month period ended 31 August 2018 to
Euro 923,537 thousand in the six-month period ended 31 August 2019, an increase of Euro 105,933
thousand or 13.0%.
The main increase is attributable to the item "Purchase of goods" for Euro 146,446 thousand with
the increase due to the different business scope resulting from the acquisition of 12 Carini Retail
S.r.l. sales outlets and the Pistone S.p.A. logistics platform located in Carini, which became the
chain's secondary hub and to the increase in volumes managed.
The item "Building rental and expenses" fell by Euro 29,880 thousand compared with 31 August
2019 or 84.9%. The fall recorded in the period is due to the application of the new accounting
principle IFRS 16 which changed the accounting treatment of rent relating to lease agreements. In
detail, the different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
80
to a positive impact on the item "Building rental and expenses" and on Gross Operating Profit for
the Group. For more details, please refer to Note 2.5.1 Changes to the accounting standards.
The item “Logistics” increased by Euro 23,723 thousand at 31 August 2018 to Euro 31,640
thousand at 31 August 2019. The performance is mainly attributable to the increase in sales
volumes and the ever-increasing weighting of home deliveries as a result of the increase recorded in
requests for non-standard delivery services (timed delivery slot, delivery to a specified floor, etc.)
and promotional campaigns which include free delivery.
The item “Marketing” increased by Euro 23,752 thousand as at 31 August 2018 to Euro 27,120
thousand as at 31 August 2019. Marketing and advertising were structured and planned to direct
potential customers to physical sales outlets and to the Online channel. In line with the trend in the
year ended 28 February 2019, there was a fall in the weighting of traditional marketing activities
offset by the increase in the weighting of digital marketing activities.
The item "Utilities" increased by Euro 1,076 thousand compared with 31 August 2018 or 15.6%
with the increases mainly due to the different business scope following the acquisition of 12 Carini
Retail S.r.l. sales outlets and the Pistone S.p.A. logistics platform located in Carini, which became
the chain's secondary hub.
The item “General sales expenses” increased from Euro 4,307 thousand at 31 August 2018 to Euro
4,722 thousand at 31 August 2019. The item mainly includes costs for commission on sales
transactions with the increase due to the increase in turnover.
The item “Other costs” mainly includes costs for vehicles, hiring, cleaning, insurance and security.
The item fell by Euro 818 thousand compared with 31 August 2018 or 15.9% with the decrease
mainly relating to the fall in insurance costs.
The item "Consultancy" fell from Euro 4,321 thousand as at 31 August 2018 to Euro 4,141
thousand as at 31 August 2019, essentially in line with the previous year.
Below is a breakdown of the item "Personnel costs" for the financial years ended 31 August 2019
and 31 August 2018:
Personnel costs went from Euro 81,266 thousand in the year ended 31 August 2018 to Euro 91,079
thousand in the year ended 31 August 2019, an increase of Euro 9,813 thousand or 12.1%.
81
The item "Salaries and wages" increased by Euro 7,141 thousand, or around 12.2%, with the
increase mainly attributable to an increase in the number of employees following the acquisition
and opening of new stores.
The item “Other personnel costs”, was equal to Euro 1,294 thousand at 31 August 2019 (Euro 1,381
thousand at 31 August 2018); this item mainly includes the reporting of the cost for the share-based
payment plan known as the Long-Term Incentive Plan. Refer to Note 5.28 for more details about
the share-based payment agreements.
Below is a breakdown of the item "Other operating costs and expenses" for the financial years
ended 31 August 2019 and 31 August 2018:
"Other operating costs and expenses" went from Euro 2,675 thousand in the year ended 31 August
2018 to Euro 3,601 thousand in the year ended 31 August 2019, an increase of Euro 926 thousand
or 34.6%.
This increase is due to the combined effect of: (i) an increase in levies and taxes not on income and
other management expenses and (ii) a fall in the write-down of receivables deemed of doubtful
recoverability.
The item “Other operating costs” includes costs for charities, customs and capital losses.
Below is a breakdown of the item "Depreciation, amortisation and impairments" for the financial
years ended 31 August 2019 and 31 August 2018:
The item "Depreciation, amortisation and write-downs" went from Euro 12,645 thousand in the
year ended 31 August 2018 to Euro 44,724 thousand in the year ended 31 August 2019, a rise of
Euro 32,079 thousand. The increase is attributable to: (i) the application of the new accounting
82
principle IFRS 16 which changed the accounting treatment of rent relating to lease agreements. In
detail, there was a different nature, qualification and classification of expenses, with the recording
of "Depreciation and amortisation of assets for rights of use" and "Financial expenses for interest
connected with rights of use", in place of rental fees for operating leases, as per the previous
accounting principle IAS 17. For more details, please refer to paragraph 2.5.1 Changes to the
accounting principles and to the progressive growth of investments made in recent years also linked
to new acquisitions.
The item “Write-downs/(write-backs) of tangible and intangible fixed assets" decreased in the year
ended 31 August 2019 compared with the year ended 31 August 2018 mainly as a result of smaller
losses on assets recorded in the period. The item also includes the write-down of the assets relating
to the stores for which onerous contracts were identified, in other words rental agreements in which
the non-discretionary costs necessary for fulfilling the obligations undertaken outweigh the
economic benefits expected to be obtained from the contract.
Below is a breakdown of the item "Financial income" for the financial years ended 31 August 2019
and 31 August 2018:
"Financial income" went from Euro 1,571 thousand in the year ended 31 August 2018 to Euro 53
thousand in the year ended 31 August 2019, a decrease of Euro 1,518 thousand. The change is
mainly due to the fact that in the previous year there was income from the removal of the
acquisition debt for Monclick S.r.l. of Euro 1,500 thousand recorded following the signing which
took place on 1 August 2018 of the settlement agreement with Project Shop Land S.p.A..
"Financial expense" went from Euro 2,271 thousand in the year ended 31 August 2018 to Euro
6,635 thousand in the year ended 31 August 2019, an increase of Euro 4,364 thousand or 192.2%.
The item "Interest expense on bank loans" fell at 31 August 2019 by Euro 197 thousand compared
with the same period of the previous year, as a result of the improved conditions with regard to
interest rates and the greater operational flexibility related to the reduction in the number of
financial institutions, covenants and contractual constraints, as well as the removal of collateral in
favour of the lending banks.
83
The item "Other financial expenses" stood at Euro 5,331 thousand as at 31 August 2019 (Euro 770
thousand as at 31 August 2018). The change is due to the adoption by the company of the new
accounting principle IFRS 16. For more details, please refer to paragraph 2.5.1 of this Report.
Below is a breakdown of the item "Income taxes" for the financial years ended 31 August 2019 and
31 August 2018:
The table below contains the reconciliation of the theoretical tax burden with the actual one:
(In thousands of Euros and as a percentage of the profit before tax) Period ended
31 August 2019 % 31 August 2018 %
Profit of period before taxes (9,115) (5,085)
Theoretical income tax (IRES) 2,195 24.0% 1,220 24.0%
IRAP (188) 2.1% 954 (18.8%)
Tax effect of permanent differences and other differences (1,975) 21.6% (2,260) 44.4%
Tax for the period 32 (86)
Accrual to/(release from) tax provision 0 (33)
Total taxes 32 (119)
Actual tax rate (0.3%) 2.3%
The charge for income taxes is measured based on the best estimate of the Company Management
for the annual weighted average tax rate expected for the full year, applying it to the profit before
tax for the period applied to the individual entities.
For details of the tax impacts resulting from the application of the new accounting principle IFRS
16, please refer to note 2.5.1 Changes to the accounting principles.
Note that from the year ended 28 February 2019, Unieuro S.p.A. exercised the option for the
Domestic Tax Consolidation regime in its capacity as a "Consolidating Company" (pursuant to
article 117 of Presidential Decree 917 of 22/12/1986) together with the "Consolidated Company”
Monclick S.r.l. The option makes it possible to determine the IRES (corporate income tax) due on a
tax base which corresponds to the algebraic sum of the taxable revenue and tax losses of the
individual companies that are included in the Consolidation.
The item “Allocation to tax provision” went from a provision of Euro 33 thousand in the six-month
period ended 31 August 2018 to a provision of Euro 0 thousand in the six-month period ended 31
August 2019.
84
The basic earnings per share are calculated by dividing the result for the consolidated period by the
average number of ordinary shares. The details of the calculation are given in the table below:
The table below gives the breakdown of the calculation of the diluted earnings per share.
The key factors that affected cash flows in the three years are summarised below:
42,446 8,580
Changes in:
- Inventories (31,362) (7,271)
- Trade receivables (10,917) (17,577)
- Trade payables 9,097 (4,992)
- Other changes in operating assets and liabilities 10,033 3,855
85
The Consolidated net cash flow generated/(used) by operating activities was positive by Euro
13,017 thousand (negative by Euro 19,763 thousand in the first half of the previous year ended 31
August 2018). This improvement is mainly due to: (i) the application of the new accounting
principle IFRS 16 which involved a different classification of the cash flow for operating lease
agreements from the item "Net cash flow generated/(used) by operating activities" to the item "Net
cash flow generated/(used) by investing activities" and (ii) the increase in the Group's operating
profit performance and the management of net working capital, which is affected by the seasonality
of the business and the different promotional calendar compared with the six-month period ended
31 August 2018. Specifically, there was an increase in the value of inventories more than offset by
the positive impact in terms of cash from the increase in trade payables and the fall in trade
receivables.
Investment activities absorbed liquidity of Euro 52,769 thousand and Euro 11,810 thousand,
respectively, in the six-month periods ended 31 August 2019 and 31 August 2018.
With reference to the six-month period ended 31 August 2019, the Company's main requirements
involved:
- Assets for rights use of Euro 27,873 thousand, specifically the application of the new
accounting principle IFRS 16 which involved a different classification of the cash flow for
operating lease agreements from the item "Net cash flow generated/(absorbed) by operating
activities" to the item "Net cash flow generated/(absorbed) by investing activities".
- Investments in companies and business units of Euro 11,040 thousand; the investments in
question refer to the amount of the purchase price paid under the scope of the transaction for
the acquisition of the former Pistone S.p.A. and the instalments of the payment due in the
period with reference to the business unit of the former Cerioni S.p.A. and the acquisition of
the equity investment in Monclick S.r.l.
- investments in plant, machinery and equipment of Euro 8,027 thousand, mainly relate to
interventions at sales outlets opened, relocated or renovated during the half-year;
- investments in intangible fixed assets of Euro 5,839 thousand relate to costs incurred for
purchasing new hardware, software and licences as well as the development of existing
applications with a view to the digitalisation of stores and the launch of advanced
functionalities for the online platforms with the objective of making each customer's
omnichannel experience increasingly more practical and pleasant.
86
Cash flow generated/(absorbed) by financing activities (561) (6,716)
Financing absorbed liquidity of Euro 561 thousand in the six months ended 31 August 2019 and
Euro 6,716 thousand for the six-month period ended 31 August 2018.
The cash flow from financing at 31 August 2019 mainly reflects (i) an increase in financial
liabilities of Euro 21,311 thousand mainly due to the use of the hot money line for Euro 26,420
thousand and the normal repayment of principal of the loan for Euro 5,000 thousand and (ii) the
distribution of a dividend of Euro 21,400 thousand as approved by the Shareholders' Meeting of 18
June 2019.
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of
a stock option plan known as the Long-Term Incentive Plan (hereinafter the "Plan" or “LTIP”)
reserved for Executive Directors, associates and employees (executives and others) of Unieuro. The
Plan calls for assigning ordinary shares derived from a capital increase with no option rights
pursuant to Art. 2441, paragraphs 5 and 8 of the Italian Civil Code approved by Unieuro's
Shareholders’ Meeting on the same date.
The Plan specifies the following objectives: (i) focusing the attention of the recipients on the
strategic factors of Unieuro and the Group, (ii) retaining the recipients of the plan and encouraging
their remaining with Unieuro and/or other companies of the Group, (iii) increasing the
competitiveness of Unieuro and the Group in their medium-term objectives and identifying and
facilitating the creation of value both for Unieuro and the Group and for its shareholders, and (iv)
ensuring that the total remuneration of recipients of the Plan remains competitive in the market.
The implementation and definition of specific features of the Plan were referred to the same
Shareholders’ Meeting for specific definition by the Unieuro Board of Directors. On 29 June 2017,
the Board of Directors approved the plan regulations for the plan (hereinafter the “Regulations”)
whereby the terms and conditions of the implementation of the Plan were determined.
The Plan was signed by the Recipients in October 2017. The parties expressly agreed that the
effects of granting rights should be retroactive to 29 June 2017, the date of approval of the
regulations by the Board of Directors.
The Regulations also provide for the terms and conditions described below:
- Condition: the Plan and the grant of the options associated with it will be subject to the
conclusion of the listing of Unieuro by 31 July 2017 (“IPO”);
- Recipients: the Plan is addressed to Directors with executive type positions, associates and
employees (managers and others) of Unieuro ("Recipients") that were identified by the
Board of Directors within those who have an ongoing employment relationship with
Unieuro and/or other companies of the Group. Identification of the Recipients was made on
the basis of a discretionary judgment of the Board of Directors that, given the purpose of the
Plan, the strategies of Unieuro and the Group and the objectives to be achieved, took into
account, among other things, the strategic importance of the role and impact of the role on
the pursuit of the objective;
- Object: the object of the Plan is to grant the Recipients option rights that are not transferable
by act inter vivos for the purchase or subscription against payment of ordinary shares in
Unieuro for a maximum of 860,215 options, each of which entitling the bearer to subscribe
one newly issued ordinary share (“Options”). If the target is exceeded with a performance of
87
120%, the number of Options will be increased up to 1,032,258. A share capital increase
was approved for this purpose for a nominal maximum of Euro 206,452, in addition to the
share premium, for a total value (capital plus premium) equal to the price at which
Unieuro’s shares will be placed on the MTA through the issuing of a maximum of 1,032,258
ordinary shares;
- Granting: the options will be granted in one or more tranches and the number of Options in
each tranche will be decided by the Board of Directors following consultation with the
Remuneration Committee;
- Exercise of rights: the subscription of the shares can only be carried out after 31 July 2020
and within the final deadline of 31 July 2025;
- Vesting: the extent and existence of the right of every person to exercise options will happen
on 31 July 2020 provided that: (i) the working relationship with the Recipient persists until
that date, and (ii) the objectives are complied with, in terms of distributable profits, as
indicated in the business plan on the basis of the following criteria:
o in the event of failure to achieve at least 85% of the expected results, no options will
be eligible for exercise;
o if 85% of the expected results are achieved, only half the options will be eligible for
exercise;
o if between 85% and 100% of the expected results are achieved, the number of
options eligible for exercise will increase on a straight line between 50% and 100%;
o if between 100% and 120% of the expected results are achieved, the number of
options eligible for exercise will increase proportionally on a straight line between
100% and 120% – the maximum limit.
- Exercise price: the exercise price of the Options will be equal to the issue price on the day of
the IPO amounting to Euro 11 per share;
- Monetary bonus: the recipient who wholly or partly exercises their subscription rights shall
be entitled to receive an extraordinary bonus in cash of an amount equal to the dividends
that would have been received at the date of approval of this Plan until completion of the
vesting period (29 February 2020) with the exercise of company rights pertaining to the
Shares obtained during that year with the exercise of Subscription Rights
- Duration: the Plan covers a time horizon of five years, from 2018-2025.
In the financial statements the evaluation of the probable market price of the options is recorded
using the binomial method. The theories underlying the calculation were (i) volatility, (ii) the risk
rate (equal to the return of Eurozone zero-coupon government bond securities maturing close to the
date on which the exercising of the options is scheduled), (iii) the exercise deadline equal to the
period between the grant date and the exercise date of the option and (iv) the amount of dividends
anticipated. Lastly, consistent with the requirements of IFRS 2, the probability of Recipients leaving
was taken into account and the probability of achieving performance targets is 100%.
In determining the fair value at the allocation date of the share-based payment, the following data
was used:
88
Fair value at grant date €7.126
Price of options at grant date €16.29
Exercise price €11.00
Anticipated volatility 32%
Option maturity 5.5 years
Number of options
31 August 2019
On 1 March 2019 Unieuro concluded a contract for the acquisition of 100% of the share capital of
Carini Retail S.r.l. (hereinafter also “Carini Retail”). The price agreed by the parties was Euro
17,400 thousand. Through this acquisition, Unieuro announced its launch in Sicily, a region of five
million inhabitants where it had a limited presence until them.
The closing of the acquisition was formalised with the acquisition by Unieuro of a newly
established company (Carini Retail S.r.l.) to which Pistone S.p.A. conferred the business unit with
12 stores including the rental agreements, equipment and sales personnel, as well as the payables to
personnel at the closing date.
Unlike the transactions completed until then, Unieuro also acquired the stocks of merchandise of
Pistone S.p.A. separately. This made it possible to accelerate the reopening of the stores under the
Unieuro banner, thereby guaranteeing customers' continuity of service and minimizing the
extraordinary costs related to the days of enforced closure ( M&A costs).
Alongside the integration of the former Expert shops, Unieuro began using the Pistone S.p.A.
logistics platform, also located in Carini, which became the chain's secondary hub directly servicing
the central Piacenza platform.
Unieuro will therefore successfully manage to considerably improve service to Sicilian customers
and to develop cost synergies for direct and indirect sales outlets in Sicily and in Calabria, as well
as home deliveries to online customers.
89
The values relating to the assets acquired and the liabilities assumed were reflected in the financial
statements from the date of acquisition of control by Unieuro namely 1 March 2019.
The amounts reported with reference to the assets acquired and liabilities assumed at the acquisition
date are summarised below:
The following table briefly describes the preliminary goodwill recognised at the time of
combination:
1 March
(Amounts in thousands of Euros)
2019
Transaction consideration (A) (17,400)
% Acquired 100%
Shareholders’ Equity of NewCo (B) (254)
Identifiable assets (liabilities) (C) (1,889)
Other current assets 88
Other current liabilities (10)
Employee benefits (78)
Inventories (1,889)
IFRS Transition (D) (98)
Plant, machinery, equipment and other assets and
intangible assets with finite useful life and Assets 33,996
for rights of use
Deferred tax assets 38
Employee benefits (136)
Other financial liabilities (33,996)
Excess Price to be Allocated (A+B+C+D) (19,641)
Key Money 2,270
Residual goodwill 17,371
Retail 17,371
As required by IFRS 3, the intangible assets were recorded separately from goodwill and recorded
at their fair value on the acquisition date, which meets the requirements under IAS 38. The Key
Money paid for the opening of the sales outlets was considered as a pay-out cost related to a real
estate lease and feature a relation between the location of the sales outlet and factors such as the
number of visitors, the prestige of having a sales outlet in a certain location and a presence in an
area where there is a competitor. The Group used external consultants with proven experience to
90
evaluate the fair value who, using evaluation methods in line with the best professional practices,
estimated the value of the Key Money at Euro 2,270 thousand.
The residual goodwill measured during the business combination of Euro 17,371 thousand was
allocated to the Retail CGU, relating to cash flows from the Retail, Online and Travel distribution
channels.
Note that Unieuro availed itself of the right provided under IFRS 3 to carry out a provisional
allocation of the cost of the business combination at the fair value of the assets, liabilities and
contingent liabilities (of the acquired business). If new information obtained during one year from
the acquisition date, relating to facts and circumstances existing at the acquisition date, leads to
adjusting the amounts indicated or any other fund existing at the acquisition date, accounting for the
acquisition will be revised. There are not expected to be any significant variations compared with
what has already been accounted for.
6. RELATED-PARTY TRANSACTIONS
The tables below summarise the Group's credit and debt relations with related parties as at 31
August 2019 and as at 28 February 2019:
(Amounts in thousands of Euros) Credit and debt relations with related-parties as at 31 August 2019
Impact
Total
Italian Pallacanestro on
Statutory Board of Main balance
Type Electronics Forlì 2015 s.a Total balance
Auditors Directors managers sheet
Holdings r.l. sheet
item
item
As at 31 August 2019
Other current liabilities - (43) (115) (1,892) - (2,050) (199,399) 1.0%
Total - (43) (115) (1,892) - (2,050)
The following table summarises the economic relations of the Group to related parties as at 31
August 2019 and as at 31 August 2018:
(Amounts in thousands of
Economic relations with related-parties as at 31 August 2018
Euros)
91
Italian Rhône Total Impact on
Statutory Board of Main
Type Electronics Capital II Total balance balance
Auditors Directors managers
Holdings L.P. sheet item sheet item
As at 31 August 2018
Purchases of materials and
external services - (48) - (320) - (368) (824,655) 0.0%
Personnel costs - - - - (2,527) (2,527) (81,266) 3.1%
Total - (48) - (320) (2,527) (2,895)
With regard to the periods under consideration, credit/debt and economic relations with related-
parties mainly refer to:
- Stock option plan known as the Long-Term Incentive Plan reserved to Executive directors,
contractors and employees of Unieuro. The Plan calls for assigning ordinary shares derived
from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of
the Italian Civil Code;
- relations with Directors and Main Managers, summarised in the table below:
Main managers
Period ended 31 August 2019 Period ended 28 February 2019
Chief Executive Officer - Giancarlo Nicosanti Monterastelli Chief Executive Officer - Giancarlo Nicosanti Monterastelli
Chief Financial Officer - Italo Valenti Chief Financial Officer - Italo Valenti
Chief Corporate Development Officer - Andrea Scozzoli Chief Corporate Development Officer - Andrea Scozzoli
Chief Omnichannel Officer - Bruna Olivieri Chief Omnichannel Officer - Bruna Olivieri
Chief Operations Officer - Luigi Fusco Chief Operations Officer - Luigi Fusco
The gross pay of the main managers includes all remuneration components (benefits, bonuses and
gross remuneration).
The table below summarises the Group's cash flows with related-parties as at 31 August 2019 and
31 August 2018:
(Amounts in thousands
of Euros)
Cash flow
generated/(absorbed) (7,233) - - - - - (7,233) (561) 1289.3%
by financing activities
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Net cash flow
generated/(absorbed) - (75) - (353) (2,144) - (2,572) (19,763) 13.0%
by operating activities
Cash flow
generated/(absorbed) (6,760) - - - - - (6,760) (6,716) 100.7%
by financing activities
7. OTHER INFORMATION
Contingent liabilities
Based on the information currently available, the Directors of the Company believe that, at the date
of the approval of these financial statements, the provisions set aside are sufficient to guarantee the
correct representation of the financial information.
Information on the obligations of transparency in the system of public funds (Law no.
124/2017 Article 1, paragraphs 125-129)
As required by the laws on transparency and public funds introduced by article 1, paragraphs 125-
129 of Law no. 124/2017 later supplemented by "safety" Decree Law no. 113/2018 and by
"simplification" Decree Law no. 135/2018, refer to the national register of state aid. Note that the
Group benefited from general measures that can be used by all businesses and which come under
the general structure of the reference system defined by the State such as, by way of example and
not exhaustively, concessions relating to super and hyper depreciation. In the six-month period
ended 31 August 2019, the Group did not receive further subsidies, contributions and economic
advantages of any kind from the public administration or similar parties, from subsidiaries of public
administrations and from government-owned companies.
Subsequent events
22 October 2019
93
CERTIFICATION OF THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL
STATEMENTS AS AT 31 AUGUST 2019 PURSUANT TO ARTICLE 81-TER OF THE CONSOB
REGULATION 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND INTEGRATED
The undersigned, Giancarlo Nicosanti Monterastelli, in his capacity as the Chief Executive Officer of
Unieuro S.p.A. and Italo Valenti, as Chief Financial Officer and executive responsible for the preparation of
the Company’s financial statements, pursuant to Article 154-bis, paragraphs 3 and 4, of the Italian
Legislative Decree 58 of 24 February 1998, hereby certify:
• the adequacy in relation to the company’s characteristics; and
• the effective implementation of the administrative and accounting procedures for the preparation of the
condensed half-year consolidated financial statements of the Unieuro Group at 31 August 2019.
It is also hereby certified that the condensed half-year consolidated financial statements at 31 August 2019:
• were prepared in accordance with the applicable international accounting standards recognised in the
European Community pursuant to Regulation (EC) 1606/2002 of the European Parliament and of the
Council of 19 July 2002;
• correspond to the results of the books and accounting records;
• provide a true and accurate representation of the balance sheet, income statement and financial position of
the issuer.
The Unieuro Group Interim Director's Report as at 31 August 2019 includes an analysis of the performance
and results of the management and on the issuer’s situation, along with a description of the main risks and
uncertainties to which it is exposed.
22 October 2019
94
KPMG S.p.A.
Revisione e organizzazione contabile
Via Innocenzo Malvasia, 6
40131 BOLOGNA BO
Telefono +39 051 4392511
Email it-fmauditaly@kpmg.it
(Translation from the Italian original which remains the definitive version)
To the shareholders of
Unieuro S.p.A.
Introduction
We have reviewed the accompanying condensed interim consolidated financial
statements of the Unieuro Group (the “group”), comprising the statement of financial
position, the income statement, the statements of comprehensive income, cash flows
and changes in equity and notes thereto, as at and for the six months ended 31
August 2019. The parent’s directors are responsible for the preparation of these
condensed interim consolidated financial statements in accordance with the
International Financial Reporting Standard applicable to interim financial reporting
(IAS 34), endorsed by the European Union. Our responsibility is to express a
conclusion on these condensed interim consolidated financial statements based on
our review.
Scope of review
We conducted our review in accordance with Consob (the Italian Commission for
Listed Companies and the Stock Exchange) guidelines set out in Consob resolution
no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial
statements consists of making inquiries, primarily of persons responsible for financial
and accounting matters, applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with International
Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion on the
condensed interim consolidated financial statements.
Conclusions
Based on our review, nothing has come to our attention that causes us to believe that
the condensed interim consolidated financial statements of the Unieuro Group as at
and for the six months ended 31 August 2019 have not been prepared, in all material
respects, in accordance with the International Financial Reporting Standard applicable
to interim financial reporting (IAS 34), endorsed by the European Union.
KPMG S.p.A.
Luca Ferranti
Director
2
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì (FC)
unieurospa.com
Interim
Directors’ Report
as at 30 November 2019
UNIEURO S.p.A.
of Forlì-Cesena: 177115
1
Index
Corporate Bodies......................................................................................................................... 3
1. Introduction ....................................................................................................................... 4
2
Corporate Bodies
BOARD OF DIRECTORS
- Chairman of the Board of Directors Bernd Erich Beetz
- Chief Executive Officer Giancarlo Nicosanti Monterastelli
- Non-executive Director Robert Frank Agostinelli
- Non-executive Director Gianpiero Lenza
- Non-executive Director Alessandra Stabilini
- Independent Director Catia Cesari
- Independent Director Pietro Caliceti
- Independent Director Marino Marin
- Independent Director Monica Luisa Micaela Montironi
SUPERVISORY BODY
- Chairman Giorgio Rusticali
- Members: Chiara Tebano
Raffaella Folli
3
1. Introduction
The Unieuro Group (hereinafter also the “Group” or “Unieuro Group”) came into existence
following the acquisition by Unieuro S.p.A. of the entire share capital of Monclick S.r.l.,
consolidated from 1 June 2017 and the share capital of Carini Retail S.r.l., consolidated from 1
March 2019.
The company Unieuro S.p.A. (hereinafter referred to as the "Company" or “Unieuro” or "UE") is a
company under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, was founded
at the end of the 1930s by Vittorio Silvestrini. Unieuro is now the leading company in Italy in the
distribution of consumer electronics and appliances and it operates as an integrated omnichannel
distributor in four major product segments: Grey (telephone systems, computers and photos), White
(large and small appliances), Brown (consumer electronics and media storage), Other Products
(consoles, video games, bicycles), offering a wide range of services alongside such as delivery and
installation, extended warranties and consumer financing.
The company Monclick S.r.l. (hereinafter also known as “Monclick” or “MK”) wholly-owned by
Unieuro, is a company under Italian law with its registered office in Vimercate at Via Energy Park
22, which sells online I.T., electronic, telephone products and appliances in Italy through its website
www.monclick.it, offering a catalogue with over 70,000 items and guaranteeing a comprehensive
purchasing experience completed through the home delivery and installation of the chosen product.
It also operates in the segment known as B2B2C, where the customers are operators which need to
purchase electronic products to distribute to their regular customers or employees to accumulate
points or participate in competitions or incentive plans.
The company Carini Retail S.r.l. (hereinafter referred to as “Carini” or "Carini Retail") is a company
under Italian law with registered office in Forlì in Via V.G. Schiaparelli 31, the owner of 12 sales
outlets in Sicily belonging to Pistone S.p.A., one of the main shareholders of the Expert purchasing
group operating in Italy, with its headquarters in Carini (Palermo). The transaction to buy the entire
share capital of Carini took place on 1 March 2019, the date that Unieuro gained control, marked
the launch of Unieuro in Sicily, an area with five million inhabitants where there had been little
penetration until then.
The Group's mission is to accompany customers in all phases of their shopping experience, placing
them at the centre of an integrated ecosystem of products and services with a strategic approach
focusing on accessibility, a local presence and nearness.
Since April 2017, Unieuro shares have been listed on the STAR segment of the Milan Stock
Exchange, following an institutional placement of 35% of the share capital.
On 6 September 2017, the parent company Italian Electronics Holdings S.r.l. placed a further 17.5%
stake in Unieuro through an accelerated bookbuilding operation.
On 13 November 2019, Italian Electronics Holdings S.r.l. placed third tranche of shares equal to
16.25% of Unieuro on the market through a new accelerated bookbuilding transaction.
Based on the information available, the major shareholders of Unieuro, through Monte Paschi
Fiduciaria S.p.A., are Italian Electronics Holdings S.r.l. (controlled by private equity fund Rhone
Capital) with a 17.6% stake and Alfa S.r.l. (Dixons Carphone plc) with 7.2%. The asset
management company Amundi Asset Management owns 5.6% of the share capital of Unieuro,
4
some shareholders who are members of the Silvestrini family own 5.6% and lastly, some top
managers of Unieuro own 2%1 in total.
At the date of the Group Interim Directors' Report, in the light of the current shareholders'
composition, Italian Electronics Holdings S.r.l. is the majority shareholder.
5
2. Basis of preparation of the Interim Directors’ Report
This Interim Directors’ Report was prepared in accordance with the provisions of Article 82-ter of
the Issuers' Regulation adopted through resolution 11971 of 14 May 1999, introduced on the basis
of the provisions of Article 154-ter, paragraphs 5 and 6 of the Consolidated Finance Act ( “TUF”).
Therefore, the provisions of the international accounting standard relating to interim financial
reporting (IAS 34 "Interim Financial Reporting”) were not adopted.
The publication of the Interim Directors’ Report as at 30 November 2019 is regulated by the
provisions of the Stock Exchange Regulations, specifically Article 2.2.3, paragraph 3 of the Stock
Exchange Regulations.
The accounting standards used by the Group are the International Financial Reporting Standards
adopted by the European Union (“IFRS”) and in accordance with Legislative Decree 38/2005, as
well as other CONSOB provisions concerning financial statements.
The accounting criteria and consolidation principles adopted are standardised with those used in the
Group consolidated financial statements as at 28 February 2019, which should be referred to, with
the exception of the adoption of (i) the new accounting standard IFRS 16 (Leasing) adopted from 1
March 2019 by applying the retroactive method amended with the comparative information not
restated and (ii) IFRIC 23 Uncertainty over Income Tax Treatments which provides guidelines on
how to reflect the uncertainties of the tax treatment of a given phenomenon in the income tax
accounting. The effects of this new adoption are illustrated in paragraph 6 - "Changes to the
accounting standards" which should be referred to for further details. The application of the new
principles was not completed and may be subject to changes until the publication of the
consolidated financial statements of the Unieuro Group for the financial year ending 29 February
2020.
To make it possible to compare the operating results, financial position and cash flows for the first
nine months ended 30 November 2019 with the corresponding period of the previous financial year,
this Interim Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing) and the related interpretations (IFRIC 4, SIC 15 and
SIC 27), for the purpose of distinguishing between operating leases and financial leases and the
consequent accounting of lease agreements. For the analysis of the impacts of the new accounting
standard IFRS 16, refer to paragraph 6 - "Changes to the accounting standards".
The Interim Directors’ Report as at 30 November 2019 was approved by the Board of Directors on
9 January 2020.
Unless otherwise indicated, all amounts are stated in millions of euros. Amounts and percentages
were calculated on amounts in thousands of euros and, thus, any differences found in certain tables
are due to rounding.
6
3. Main indicators in the period
To facilitate the understanding of the Group’s economic and financial progress, some Alternative
Performance Indicators (“APIs”) are indicated. For a correct interpretation of the APIs, note the
following: (i) these indicators were created exclusively on the basis of the Group's historical data
and are not indicative of future performance, (ii) the APIs are not specified in IFRS and, while they
are derived from the consolidated financial statements, they are not audited, (iii) the APIs should
not be considered a substitute of the indicators required by established accounting standards (IFRS),
(iv) these APIs must be read in conjunction with the Group's financial information taken from the
Interim Directors' Report, (v) since the definitions and criteria used to determine the indicators used
by the Group are not based on established accounting standards, they may not be standardised with
those used by other companies or groups and, thus, they may not be comparable with those that may
be presented by such entities and (vi) the APIs used by the Group continue to have the same
definitions and descriptions for all years for which financial information is included in the Interim
Directors' Report as at 30 November 2019.
The APIs reported (adjusted EBITDA, adjusted EBITDA margin, adjusted profit (loss) for the
period, net working capital, adjusted levered free cash flow, net financial debt and net financial
debt/adjusted EBITDA) have not been identified as IFRS accounting measures and, thus, as noted
above, they must not be considered as alternative measures to those provided in the Group's
financial statements in the Interim Directors’ Report to assess their operating performance and
related financial position.
Certain indicators are referred to as “Adjusted”, to represent the Group’s management and financial
performance, net of non-recurring events, non-characteristic events and events related to
extraordinary transactions, as identified by Group. The Adjusted indicators shown consist of:
Consolidated Adjusted EBITDA, Consolidated Adjusted EBITDA Margin, Consolidated Adjusted
profit (loss) for the period, Consolidated Adjusted Levered Free Cash Flow and Net financial
debt/Consolidated Adjusted EBITDA. These indicators reflect the main operating and financial
measures adjusted for non-recurring income and expenses that are not strictly related to the core
business and operations and for the effect from the change in the business model for extended
warranty services (as more fully described below in the API “Consolidated Adjusted EBITDA”) and,
thus, they make it possible to analyse the Group’s performance in a more standardised manner in
the financial years reported in the Interim Directors’ Report as at 30 November 2019.
7
Main financial and operating indicators2
Period ended
(amounts in millions of euros)
30 November 2019 30 November 2018
Economic indicators for the period
Consolidated revenues 1,759.5 1,527.3
Consolidated Adjusted EBITDA3 49.6 43.7
Consolidated Adjusted EBITDA margin4 2.8% 2.9%
Consolidated profit/(loss) for the period 13.2 7.9
Adjusted consolidated profit/Loss for the period5 23.9 21.0
Cash flows
Consolidated Adjusted levered free cash flow6 57.3 55.1
Investments made in the period (30.4) (29.2)
Period ended
(amounts in millions of euros)
30 November 2019 28 February 2019
Indicators from the statement of financial position for the period
Net working capital (279.8) (234.6)
(Net financial debt) / Net cash 31.5 20.5
Net financial debt/Adjusted Consolidated LTM EBITDA7 (0.40) (0.28)
Period ended
(amounts in millions of euros)
30 November 2019 28 February 2019
Operating indicators for the period
Like-for-like growth8 4.2% 4.9%
Direct sales outlets (number) 249 237
2
Adjusted indicators are not identified as accounting measures in the IFRS and, thus should not be considered as alternative measures for assessing
the Group’s results. Since the composition of these indicators is not governed by established accounting standards, the calculation criterion applied by
the Group might not be the same as that used by other companies or with any criterion the Group might use or create in the future, which therefore
will not be comparable. To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30
November 2019 with the corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and
main balance sheets, using the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS
16, refer to paragraph 6 - "Changes to the accounting standards".
3
Consolidated Adjusted EBITDA is Consolidated EBITDA adjusted (i) for non-recurring expenses/(income) and (ii) the impact from the adjustment
of revenues for extended warranty services net of related estimated future costs to provide the assistance service, as a result of the change in the
business model for directly managed assistance services. See paragraph 4.2 for additional details.
4
The Consolidated Adjusted Margin is the ratio of Consolidated Adjusted EBITDA to revenues.
5
The Adjusted Consolidated Result for the period is calculated as the Consolidated Profit (Loss) for the period adjusted by (i) the adjustments
incorporated in the Consolidated Adjusted EBITDA, (ii) the adjustments of the non-recurring depreciation, amortisation and write downs, (iii) the
adjustments of the non-recurring financial expenses/(income) and (iv) the theoretical tax impact of these adjustments.
6
Consolidated adjusted levered free cash flow is defined as cash flow generated/absorbed by operating activities net of investment activities adjusted
for non-recurring investments and other non-recurring operating flows and including adjustments for non-recurring expenses (income) and net of their
non-cash component and the related tax impact. See paragraph 5.1 for additional details.
7
In order to guarantee the comparability of the Net financial debt/Adjusted Consolidated LTM EBITDA indicator the Adjusted Consolidated EBIDTA
figure for the last twelve months was taken into consideration.
8
Like-for-like revenue growth: the methods for comparing sales for the nine-month period ended 30 November 2019 with those for the same period
ended 30 November 2018 based on a standard scope of operations, for retail and travel stores operating for at least an entire financial year from the
closing date of the reference period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and major
refurbishments), as well as the entire online channel. For the purpose of a better representation, the calculation method for the like-for-like KPIs was
restated based on the methodology adopted by the main players in the reference market.
8
of which Pick Up Points9 237 227
Affiliated sales outlets (number) 262 275
of which Pick Up Points 173 158
Total area of direct sales outlets (in square metres) about 366,000 about 345,000
Sales density10 (euros per square metre) 4,911 4,703
Full-time-equivalent employees11 (number) 4,452 4,148
In the period in question the Group recorded an increase in sales in all sales channels and all
categories; the increase in revenues, in addition to internal and external growth actions, is due to the
ever increasing importance of the "Black Friday" promotional period which has become a mainstay
in Italian consumer habits with growth in sales in the month of November, year on year.
Specifically, the promotional campaigns launched by Unieuro and its subsidiary Monclick called
“Addams Black Friday” and “Fra-I-Dei”, respectively on 11 November 2019 with Singles' Day
which ended on 2 December on Cyber Monday recorded excellent performances with strong growth
in revenues throughout the entire promotional period, a further improvement on the extraordinary
performance in 2018 confirming the trend of a market that is unstoppable.
The dynamics of revenues also benefited from the contribution of acquisitions made during the
period in question and in the previous financial year had a positive impact, thanks to the different
scope of business as a result of the opening of 12 former Pistone stores in March 2019 and the
inauguration of 14 new sales outlets from September 2018 following the purchase of the ex-
DPS/Trony and ex-Galimberti/Euronics business units. Additionally, the partnership concluded
with Finiper, which signalled Unieuro's launch into large scale retailing, further strengthened the
positive dynamics of revenues, like the good performance of stores on a like-for-like basis.
The development of like-for-like revenues13- or the comparison of sales with those of the period
ended 30 November 2018 based on a standard scope of operations - was positive standing at +4.2%.
Excluding sales outlets adjacent to the new stores opening in the meantime and therefore not
coming under like-for-like from the scope of the analysis, like-for-like sales experienced even better
growth of 5.2%.
9
Physical pick-up points for customer orders using the online channel.
10
This indicator is obtained from the ratio of annual sales generated by direct points of sale to the total area devoted to sales in all direct points of sale.
11
Average annual number of full-time-equivalent employees.
12
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors ’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".
13
The growth of like-for-like revenues is calculated including: (i) retail and travel stores operating for at least an entire financial year from the closing
date of the reference period, excluding sales outlets affected by significant business discontinuity (e.g. temporary closures and major refurbishments)
and (ii) the entire online channel. The previous methodology for calculating like-for-like revenues did not totally include the online channel.
9
(in millions of euros and as
Period ended Change
a percentage of revenues)
30 November % 30 November % Δ %
2019 2018
Retail 1,231.2 70.0% 1,064.2 69.7% 167.0 15.7%
Indirect14 200.3 11.4% 170.5 11.2% 29.8 17.5%
Online 198.4 11.3% 170.0 11.1% 28.4 16.7%
B2B 100.3 5.7% 98.8 6.5% 1.5 1.5%
The Retail channel recorded a 15.7% growth in sales, equal to Euro 167.0 million, mainly as a
result of the growth in the network of direct stores, up compared with the corresponding period of
the previous year thanks to the consolidation of the former Pistone stores and the incremental
contribution of the acquisitions and the new openings brought to a conclusion in the last twelve
months. The like-for-like performance of stores was also positive.
The Indirect channel - previously known as Wholesale and which includes sales made through the
network of affiliated stores and revenues produced in large scale retailing through partnerships with
the leading industry operators at a total of 262 sales outlets - recorded revenues of Euro 200.3
million, an increase of 17.5% compared with Euro 170.5 million in the third quarter of the previous
year. Growth was driven by the large-scale retailing sector, with the opening of Unieuro by Iper
shops-in-shops in the Iper and La grande i hypermarkets under the scope of the partnership made
official on 10 January 2019, which greatly offset the lower contribution from the network of
affiliated stores, subject to rationalisation over the last twelve months.
The consolidated revenues of the Online channel stand at Euro 198.4 million, a growth of 16.7%
compared with Euro 170.0 million in the same period of the previous year. The positive
performance is attributable to the success of commercial initiatives, including Black Friday which
stands out and the positive results of the Group's omnichannel strategy, which gives the physical
sales outlet the precious role of a pick-up point, to the benefit of online customers. The continuous
innovation linked to the constant release of new functions and improvements of the platform,
attention to contents and the effectiveness of digital communication campaigns have further
strengthened the competitive advantage.
The B2B channel - which targets professional domestic and foreign customers that operate in
industries other than those where Unieuro operates, such as hotel chains and banks, as well as
operators that need to purchase electronic products to be distributed to their regular customers or to
employees to accumulate points or participate in prize competitions or incentive plans (B2B2C
segment) - recorded sales of Euro 100.3 million, an increase of 1.5% compared with Euro 98.8
million in the same period of the previous year, a strong recovery in the third quarter in spite of the
changes that were made in the sales channel strategies by suppliers.
Lastly, the Travel channel - composed of 12 direct sales outlets located at several major public
transport hubs such as airports, railway and underground stations - recorded growth of 23.1% equal
to Euro 29.2 million, thanks, above all, to the incremental contribution of the Milan San Babila
sales outlet, which opened in October 2018 at the underground station of the same name, as well as
14
The Indirect Channel, previously known as Wholesale, includes sales to the network of affiliated stores and revenues produced in large scale
retailing through partnerships with leading industry operators.
10
the good performance of the Turin store at Porta Nuova station.
Through its distribution channels the Group offers its customers a wide range of products -
specifically electric appliances and consumer electronics, as well as ancillary services. The
segmentation of sales by product category takes place on the basis of the classification of products
adopted by the main sector experts. Note therefore that the classification of revenues by category is
periodically revised in order to guarantee the comparability of Group data with market data.
The Grey category - namely telephone systems, tablets, information technology, accessories for
telephone systems, cameras, as well as all wearable technological products - generated sales of Euro
831.3 million, an increase of 14.1% compared with Euro 728.8 million in the third quarter of the
previous year thanks to the positive performance of the Telephone systems sector, especially smart
phones, which benefited from the good performance of several new models as well as the positive
performance of laptop sales as a result of a movement towards the top of the range. The positive
performance of the two product clusters more than offset the fall recorded in the sale of tablets.
The White category - composed of large appliances (MDA) such as washing machines, tumble
dryers, refrigerators or freezers and ovens, small appliances (SDA), such as vacuum cleaners, food
processor, coffee machines as well as the climate control segment - recorded growth of 28.5% in
total revenues generating sales of Euro 500.9, up 25.6%. In addition to the consolidation of the
former Pistone stores, historically strong in the sale of appliances, the excellent performance is due
to the success of the ventilation sector and the increase in the sale of air conditioners, helped by the
hot weather in the summer.
The Brown category - including televisions and related accessories, audio devices, devices for smart
TVs and car accessories, as well as a memory systems - recorded growth in revenues in the period
of Euro 275.1 million (+3.1% compared with Euro 267.0 million recorded at 30 November 2018).
The impact on total revenues went from 17.5% for the nine-month period ended 30 November 2018
to 15.6% for the nine-month period ended 30 November 2019; the fall is mainly due to sales of TVs
as a result of the downturn in the market following a general fall in average prices compared with
the excellent performance of the previous period helped by the FIFA World Cup.
The Services category recorded growth of 20.7% in consolidated revenues thanks to the expansion
of the sales network and the Unieuro Group's continued focus on the provision of services to its
customers, specifically extended warranties and fees from customers signing new consumer credit
11
contracts. The impact on total revenues went from 4.1% for the nine-month period ended 30
November 2018 to 4.3% for the nine-month period ended 30 November 2019
The Other products category recorded an increase in consolidated revenues of 9.2%; this group
includes both the sales of the entertainment sector and other products not included in the consumer
electronics market such as e-mobility. The category is positively affected by the good performance
of sales of cooking accessories and tableware and the increasing success of the luggage sector.
Adjusted Adjusted Δ %
(in millions and as a percentage of revenues) amounts % Adjustments amounts % Adjustments
Purchase of goods and Change in inventories (1,379.8) (78.4%) 0.0 (1,191.5) (78.0%) 0.0 (188.3) 15.8%
Lease and rental expense (58.0) (3.3%) 0.3 (52.8) (3.5%) 0.9 (5.2) 9.8%
Marketing costs (40.1) (2.3%) 1.3 (37.0) (2.4%) 1.1 (3.1) 8.4%
Logistics costs (49.2) (2.8%) 0.9 (38.7) (2.5%) 1.5 (10.5) 27.1%
Other costs (48.3) (2.7%) 1.6 (43.9) (2.9%) 3.5 (4.4) 10.0%
Personnel costs (137.9) (7.8%) 0.9 (122.6) (8.0%) 2.4 (15.3) 12.5%
Other operating income and costs (3.4) (0.2%) (0.1) (3.4) (0.2%) (0.1) (0.0) 0.4%
Consolidated Adjusted EBITDA 49.6 2.8% 11.7 43.7 2.9% 15.5 6.0 13.7%
Consolidated Adjusted EBITDA during the period increased by 13.7%, equal to €6.0 million,
standing at €49.6 million. Adjusted EBITDA Margin is 2.8%. Profitability in the period was
positively impacted by the exceptional performance of the Black Friday promotional campaign and
the growth actions undertaken, which led to an expansion of the direct and indirect stores network
and digital operations of Unieuro. Specifically, the good performance in terms of revenues and the
greater operating leverage allowed a reduction in the impact of personnel expenses, rental costs and
marketing, as well as Other costs (utilities, maintenance, general overheads), offsetting the
15
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and main balance sheets, using the
previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".
12
dynamics of the gross margin and increase in logistics costs.
Note that profitability is also influenced by the seasonal phenomena typical of the consumer
electronics market, which records higher revenues and costs of purchasing goods during the final
part of each financial year. On the other hand, operating costs show a more linear trend due to the
presence of fixed cost components (staff, rentals and overheads) that have a uniform distribution
throughout the year.
Rental costs increased by Euro 5.2 million or around 9.8% as a result of the effect on the
incremental costs arising from acquisitions, new openings brought to a conclusion in the last twelve
months, the new Piacenza warehouse which opened in September 2018 and the new Carini logistics
hub purchased on 1 March 2019. The impact on consolidated revenues, which stood at 3.3% at 30
November 2019 (3.5% in the period in the previous year), fell.
Marketing costs increased by 8.4% compared with the first nine months of the previous financial
year ended 30 November 2018. The increase is mainly related to the increase in the store base for
the printing of promotional flyers and the increase in the cost of paper. Marketing and advertising
were structured and planned to direct potential customers to physical sales outlets and to the Online
channel. The impact on consolidated revenues, which stood at 2.3% at 30 November 2019 (2.4% in
the period in the previous year), fell.
Logistics costs increased by around Euro 10.5 million. The impact on consolidated revenues stood
at 2.8% (2.5% in the period in the previous year). The performance is mainly attributable to the
increase in sales volumes and the ever-increasing weighting of home deliveries for online orders as
a result of the increase recorded in requests for non-standard delivery services (timed delivery slot,
delivery to a specified floor, etc.) and promotional campaigns which include free delivery as well as
the temporary effect of the commissioning of the new Carini secondary logistics platform. The
impact on consolidated revenues, which stood at 2.8% at 30 November 2019 (2.5% in the period in
the previous year), rose.
The Other costs item rose by Euro 4.4 million compared with the third quarter of the previous year
ended 30 November 2018. The performance is mainly attributable to the increase in operating costs
which essentially refer to utilities, maintenance and general sales expenses as a result of the increase
in stores. The impact on consolidated revenues, which stood at 2.7% at 30 November 2019 (2.9% in
the period in the previous year), fell.
Personnel costs show an increase of Euro 15.3 million, mainly attributable to an increase in the
number of employees following the acquisition and opening of new stores. The impact on
consolidated revenues, which stood at 7.8% at 30 November 2019 (8.0% in the period in the
previous year), fell.
The Other income and expense item remained unchanged compared with the corresponding period
of the previous year. The impact on consolidated revenues remained unchanged at 0.2%.
The reconciliation between the Consolidated Adjusted EBITDA and the consolidated Gross
Operating Profit Reported in the consolidated financial statements is given below.
13
Consolidated Adjusted EBITDA16 49.6 2.8% 43.7 2.9% 6.0 13.7%
Non-recurring expenses /(income) (5.0) (0.3%) (9.3) (0.6%) 4.3 (46.4%)
Revenues from the sale of warranty extensions netted of future
estimated service cost - business model’s change related to (6.7) (0.4%) (6.2) (0.4%) (0.5) 8.3%
direct assistance services17
Gross Operating Profit 37.9 2.2% 28.2 1.8% 9.8 34.7%
Non-recurring expense/(income) decreased by Euro 4.3 million compared with the nine-month
period of the previous year ended 30 November 2018 and are explained, in detail, in paragraph 4.3.
The adjustment related to the change in business model for directly managed assistance services
increased by Euro 0.5 million compared with the corresponding period of the previous year ended
30 November 2018 as a result of the extension of the business model relating to the management of
extended warranty services at sales outlets subject to acquisition.
Non-recurring expense and income fell by Euro 4.3 million compared with the previous period
ended 30 November 2018.
The main item of non-recurring expense and income relates to Mergers&Acquisitions costs of Euro
16
See note in the section “Main financial and operating indicators”.
17
The adjustment was for the deferral of extended warranty service revenues already collected, net of the related estimated future costs to provide the
assistance service. From the year ended 29 February 2012, for White products sold by Unieuro and from the year ended 28 February 2015 for all
extended warranty services sold by Unieuro S.r.l. (hereinafter the “Former Unieuro”) (excluding telephone systems and peripherals) from the year of
acquisition for all extended warranty services sold by the business units the former Andreoli S.p.A., the former Cerioni S.p.A.,the former DPS S.r.l.,
the former Galimberti S.p.A. the former Pistone S.p.A. (excluding telephone systems and peripherals), Unieuro modified the business model for the
management of extended warranty services by in-sourcing the management of services sold by the Former Unieuro and by Unieuro that were
previously outsourced and by extending this model to the sales outlets acquired by the business units the former Andreoli S.p.A., the former Cerioni
S.p.A., the former DPS S.r.l., the former Galimberti S.p.A. and the former Pistone S.p.A. (the "Change in Business Model"). As a result of the Change
in Business Model, at the time of sale of extended warranty services, Unieuro suspends the revenue in order to recognise the revenue over the life of
the contractual obligation, which starts on the expiration of the two-year legally required warranty. Thus, Unieuro begins to gradually record revenues
from sales of extended warranty services two years (term of the legally required product warranty) after the execution of the related agreements and
after the collection of compensation, which is generally concurrent. Thus, the revenue is recorded on a pro rata basis over the life of the contractual
obligation (historically, depending on the product concerned, for a period of one to four years). As a result of this Change in Business Model, the
income statements do not fully reflect the revenues and profit of the business described in this note. In fact, the income statements for the periods
ended 30 November 2019 and 30 November 2018 only partially report revenues from sales generated starting with the Change in Business Model
because Unieuro will gradually record sales revenues from extended warranty services (already collected by it) starting at the end of the legally
required two-year warranty period. Thus, the adjustment is aimed at reflecting, for each period concerned, the estimated profit from the sale of
extended warranty services already sold (and collected) starting with the Change in Business Model as if Unieuro had always operated using the
current business model. Specifically, the estimate of the profit was reflected in revenues, which were held in suspense in deferred income, to be
deferred until those years in which the conditions for their recognition are met, net of future costs for performing the extended warranty service,
which were projected by Unieuro on the basis of historical information on the nature, frequency and cost of assistance work. The adjustment will
progressively decrease to nil in future income statements when the new business model is fully reflected in our financial statements with reference to
both the former Unieuro and by Unieuro and the sales outlets purchased, namely for all product categories when the period that began on the first day
of the two-year statutory warranty and ends on the last day of the extended service warranty is over.
18
The costs for “pre-opening, relocating and closing points of sale” include lease, security and travel expenses for maintenance and marketing work
incurred as a part of i) remodelling work for downsizing and relocating points of sale of the Former Unieuro, ii) opening points of sale (during the
months immediately preceding and following the opening) and iii) closing points of sale.
14
2.9 million in the nine-month period ended 30 November 2019 (Euro 5.1 million in the nine-month
period ended 30 November 2018). These costs mainly relate to the transaction of acquiring the
former Pistone S.p.A. stores and mainly refer to the costs for the Carini logistics hub incurred
during the initial start-up phase, increased costs for educating and training the employees of the
sales outlets acquired and, lastly, consulting costs and other minor costs incurred for the completion
of the acquisition transaction.
Costs for the pre-opening, repositioning and closure of sales outlets stand at Euro 1.4 million for the
nine-month period ended 30 November 2019 (Euro 3.4 million in the corresponding period of the
previous year). This item includes: rental, personnel, security, travel and transfer costs, for
maintenance and marketing operations incurred as part of: i) store openings (in the months
immediately preceding and following the opening of the same) and (ii) store closures. Note that, at
30 November 2018, the item included the pre-opening costs of the new Piacenza logistics hub
inaugurated on 12 October 2018.
Other non-recurring expenses and income stand at Euro 0.6 million, down Euro 0.2 million
compared with the corresponding period of the previous year.
Consolidated Adjusted EBITDA 49.6 2.8% 11.7 43.7 2.9% 15.5 6.0 13.7%
Amortisation, depreciation and write-downs of fixed assets in the nine-month period ended 30
November 2019 totalled Euro 21.8 million (Euro 18.6 million in the corresponding period of the
previous year ended 30 November 2018). The increase relates the amortisation and depreciation of
investments related to acquisitions, assets related to the new Piacenza warehouse and the new
Carini logistics hub, as well as the progressive alignment of amortisation and depreciation to the
planned level of investments. The adjustments referring to the nine-month period ended 30
November 2018 equal to Euro 0.3 million, refer to the impairment of several assets in the old
warehouse, disposed of following the completion of the new logistics hub.
19
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors ’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".
20
The tax impacts of the adjustments were calculated using the theoretical rate deemed appropriate of 8.7% as at 30 November 2019 and 30
November 2018, which incorporates IES at 4.8% (obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and
IRAP at 3.9%.
15
Net financial expenses in the period ended 30 November 2019 totalled Euro 2.8 million (Euro 3.2
million in the corresponding period of the previous year ended 30 November 2018). The decrease is
mainly attributable to the savings in financial expenses achieved following the optimisation of the
cash flow management. The adjustments for the nine-month period ended 30 November 2018 stood
at Euro 1.5 million and refer to the income resulting from the removal of the acquisition debt for the
subsidiary Monclick S.r.l.as a result of the settlement agreement signed in August 2018.
Income taxes excluding the theoretical tax impact from taxes on non-recurring expenses/(income)
and the change in business model in the three-month period ended 30 November 2019, stood at a
negative Euro 1.2 million (a negative Euro 0.9 million in the previous nine-month period ended 30
November 2018). The charge for income taxes with reference to the nine-month period ended 30
November 2019 is measured based on the best estimate of the Company Management for the annual
weighted average tax rate expected for the full year, applying it to the pre-tax result for the period
of the individual entities.
The Adjusted Consolidated Profit/(Loss) for the Period was Euro 23.9 million (Euro 21.0 million in
the previous nine-month period at 3o November 2018), the positive performance was due to the
increase in Adjusted EBITDA and the savings in taxes and net financial expense partly offset by the
increase in depreciation and amortisation.
Note that IRES tax losses, which were still available resulting from the tax estimate made during
the closure of the financial statements as at 28 February 2019, totalled Euro 377.9 million in
relation to Unieuro and Euro 6.3 million in relation to Monclick. These tax losses guarantee a
substantial benefit in the payment of taxes in future years.
Below is a reconciliation between the consolidated adjusted net profit (loss) for the year and the
consolidated net profit (loss) for the period.
16
Period ended Change
(in millions of euros and as a percentage of revenues) 30 November 2019 % 30 November 2018 % Δ %
Adjusted Consolidated Profit/Loss for the Period 23.9 1.4% 21.0 1.4% 2.9 14.0%
Non-recurring expenses/income (5.0) (0.3%) (9.3) (0.6%) 4.3 (46.4%)
Consolidated Net cash flow from (used in) operating activities 25 71.8 66.5 5.3 7.9%
Investments26 (19.3) (23.3) 3.9 (16.9%)
Investments for business combinations and business units (11.0) (5.9) (5.1) 86.7%
Net cash inflow from acquisition 0.0 0.0 0.0 100.0%
Adjustment for non-recurring investments 14.5 12.6 1.9 15.2%
Non-recurring expenses /(income) 5.0 9.3 (4.3) (46.4%)
21
The theoretical rate deemed appropriate by management is 8.7% at 30 November 2019 and 30 November 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at a rate of 3.9%.
22
See note in the section “Main financial and operating indicators”.
23
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors ’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6
"Changes to the accounting standards".
24
The item “Cash flow from/(used in) operating activities” refers to cash from/(used in) the change in working capital and other non-current balance
sheet items such as other assets, other liabilities and risk provisions.
25
The item “Consolidated net cash flow from/(used by) operating activities” refers to cash generated by operating activities in a broad sense net of
outlays for interest and taxes and adjusted for non-cash effects of balance sheet changes included in the item “Cash flow generated/(used) by
operating activities.”
26
For a better representation the item includes the share of net investments paid in the period.
17
Adjustment for non-cash components of non-recurring
(0.6) (2.6) 2.0 (75.6%)
expenses/(income)
Other non-recurring cash flows (2.5) (0.8) (1.7) 215.1%
Theoretical tax impact of the above entries27 (0.4) (0.6) 0.2 (37.0%)
Consolidated Adjusted levered free cash flow 57.3 55.1 2.2 3.9%
The Consolidated net cash flow generated/(used) by operating activities was positive by Euro 71.8
million (positive by Euro 66.5 million in the nine months of the previous year ended 30 November
2018). This improvement is mainly due to the increase in the Group's operating profit and the
management of the Net Working Capital, both affected by the differential promotional calendar
which saw Black Friday in 2019 fall a week later than Black Friday 2018 and led to a partial
discrepancy between incoming cash flows (collections from customers) and outgoing cash flows
(extended payments to suppliers for goods and processing orders), with the latter reported in the
fourth quarter of the year. Additionally, as usual, the commercial success of Black Friday will have
significant impacts on payments in the last quarter of the year.
Investments made and paid for in the period stood at Euro 19.3 million in the nine-month period
ended 30 November 2019 (Euro 23.3 million in the third quarter of the previous year ended 30
November 2018), mainly attributable to: (i) operations for the development of internal and external
lines of the direct stores network and the refurbishment of the network of existing stores and (ii)
costs incurred for the purchase of new hardware, software, licences and development of
applications with a view to the improvement of the infrastructure, the digitalisation of stores and the
launch of advanced functions for online platform with the goal of making each customer's
omnichannel experience increasingly more practical and pleasant.
Investments for business combinations and business units of Euro 11.0 million in the nine-month
period ended 30 November 2019 (Euro 5.9 million in the nine-month period of the previous year
ended 20 November 2018) refer to the amount of the purchase price paid under the scope of the
transaction for the acquisition of the former Pistone S.p.A. and the instalment of the payment due in
the period with reference to the business unit of the former Cerioni S.p.A. and the purchase of a
stake in Monclick. S.r.l.
Total investments in the period of Euro 14.5 million are considered non-recurring (Euro 12.6
million in the third quarter of the previous year ended 30 November 2018) and refer to the share of
investments in the period for business combinations and business units and to investments made for
kitting out sales outlets purchased and opened during the period.
Other non-recurring cash flows of Euro 2.5 million refer mainly to the insurance payment received
relating to the fire that took place on 25 February 2017 at the Oderzo (TV) sales outlet.
Below are listed the main changes recorded in the Group’s net financial indebtedness during the
period ended 30 November 2019 and in the period ended 30 November 2018:
27
The theoretical rate deemed appropriate by management is 8.7% at 30 November 2019 and 30 November 2018, which incorporates IRES at 4.8%
(obtained by reducing taxable IRES income by 80% due to the ability to use past tax losses) and IRAP at a rate of 3.9%.
18
Period ended Change
30 November 30 November
(amounts in millions of euros) Δ %
2019 2018
Operating profit 37.9 28.2 9.8 34.7%
Cash flow generated /(absorbed) by operating activities 37.1 40.4 (3.2) (8.0%)
Taxes paid (2.2) (0.7) (1.5) (100.0%)
Interest paid (2.0) (2.1) 0.2 (7.7%)
Other changes 0.9 0.8 0.1 6.1%
Net cash flow generated/(absorbed) by operating activities 71.8 66.5 5.3 8.0%
Investments (19.3) (23.3) 3.9 (16.9%)
Investments for business combinations and business units (11.0) (5.9) (5.1) 86.7%
Cash contribution from merger 0.0 0.0 0.0 0.0%
Distribution of dividends (21.4) (20.0) (1.4) 7.0%
Payables from the acquisition of business units (8.2) 0.0 (8.2) 100.0%
Other changes (0.9) 0.3 (1.1) (433.3%)
Change in net financial debt 11.0 17.5 (6.5) (37.3%)
Period ended
(amounts in millions of euros)
30 November 2019 28 February 2019
The Group's net operating working capital as at 30 November 2019 was negative by Euro 64.2
million and is essentially in line with the figure of 28 February 2019 negative by Euro 64.8 million.
The increase in trade receivables is linked to the expansion of the Indirect channel emphasized by
the success of Black Friday, the increase in inventories and trade payables is linked to the expansion
of stores and the effects of preparations for the Christmas season.
28
To make it possible to compare the operating results, financial position and cash flows for the first nine months ended 30 November 2019 with the
corresponding period of the previous financial year, this Interim Directors’ Report comments on the economic data and main balance sheets, using
the previous accounting standard IAS 17 (Leasing). For the analysis of the impacts of the new accounting standard IFRS 16, refer to paragraph 6 -
"Changes to the accounting standards".
19
The Net Invested Capital of the Group stood at Euro 51.5 million as at 30 November 2019, down
Euro 18.9 million compared with 28 February 2019. The change recorded mainly attributable to: (i)
increase in the Group's net working capital of Euro 45.2 million and (ii) investments excluding
depreciation and amortisation of Euro 24.7 million due to good will and the capitalised costs
incurred during the former Pistone S.p.A. transaction, operations for the development of the
network of direct stores and the refurbishment of the network of existing stores and the costs
incurred for the acquisition of new hardware, software, licences and developments of applications
with a view to improving the technological infrastructure.
Shareholders' equity amounted to Euro 83.0 million as at 30 November 2019 (Euro 90.9 million at
28 February 2019), with the decrease mainly caused by the distribution of the dividend of Euro 21.4
million approved on 18 June 2019 by the Shareholders' Meeting, partly offset by the recording of a
profit in the period and the accounting of the reserve for share-based payments referring to the Long
Term Incentive Plan29 reserved for some managers and employees.
Below is a detailed breakdown of the Group's net financial debt as at 30 November 2019 and 28
February 2019 in accordance with Consob Communication 6064293 of 28 July 2006 and in
compliance with ESMA Recommendations 2013/319:
Net financial debt increased by Euro 11.0 million compared with 28 February 2019, creating a
positive cash position by Euro 31.5 million as at 30 November 2019.
29
On 6 February 2017, the Extraordinary Shareholders Meeting of Unieuro approved the adoption of a stock option plan (“Long Term Incentive
Plan”, “LTIP”) reserved for Executive Directors, associates and employees, executives and others (the “Recipients”). The Long Term Incentive Plan
calls for assigning ordinary shares derived from a capital increase with no option rights pursuant to Article 2441, paragraphs 5 and 8 of the Italian
Civil Code approved by the Shareholders’ Meeting on the same date. On 29 June 2017, the Board of Directors approved the plan regulations for the
plan (“Regulations”) whereby the terms and conditions of implementation of Long Term Incentive Plan were determined. The conclusion and
subsequent acceptance of the Long Term Incentive Plan by the Recipients took place in October 2017 and was effective from 29 June 2017.
20
Underlying the cash dynamics there is mainly the combined effect of (i) the distribution of
dividends of Euro 21.4 million approved by the Shareholders' Meeting on 18 June 2019, (ii)
payments made in the period that refer to the former Pistone S.p.A. transaction, the payment of the
instalments relating to the purchase of the business unit for the former Cerioni S.p.A. and the equity
investment in Monclick S.r.l. of Euro 11.0 million, (iii) the net increase in payables for investments
in business combinations of Euro 8.2 million, which refer to the payable to Piston S.p.A., remaining
at 30 November 2010, excluding the payment made regarding the above transactions, (iv)
investments of Euro 19.3 million attributable in particular to the costs incurred for the development
of the direct stores network and the refurbishment of existing stores and to the costs incurred for
purchasing new hardware, software, licences and the development of applications with a view to
improving the technological infrastructure. Gross financial debt totalled Euro 73.3 million, of which
Euro 51.3 million was medium-/long-term and Euro 22.0 million was short-term.
The Group adopted IFRS 16 from 1 March 2019 b applying the retroactive method amended with
the comparative information not restated. The application of the new principle was not completed
and may be subject to changes until the publication of the consolidated financial statements of the
Unieuro Group for the financial year ending 29 February 2020. The Group also adopted IFRIC 23
Uncertainty over Income Tax Treatments that provides accounting guidance on how to reflect any
income tax uncertainties regarding the taxation of a given phenomenon. This principle came into
force on 1 January 2019.
IFRS 16
Below are the main items of information as well as the summary of the impacts resulting from the
application, from 1 March 2019, of IFRS 16 (Leasing).
On 31 October 2017, EU Regulation 2017/1986 was issued which transposed IFRS 16 (Leasing) at
community level. With the publication of the new accounting principle the IASB replaced the
accounting standards set out in IAS 17 as well as the IFRIC 4 interpretations “Determining whether
an Arrangement contains a Lease”, SIC-15 “Operating Leases—Incentives” and SIC-27 “Evaluating
the Substance of Transactions Involving the Legal Form of a Lease”.
IFRS 16 introduces a unique accounting model for leases in the financial statements of tenants
according to which the tenant reports an asset which represents the right to use the underlying asset
and a liability which reflects the obligation to pay rental fees. The transition to IFRS 16 introduced
several elements of professional judgement which involve the definition of certain accounting
policies and the use of assumptions and estimates with regard to the lease term and the definition of
the incremental borrowing rate.
There are exemptions to the application of IFRS 16 for short-term leases and for leases for low-
value assets.
The Group reassessed the classification of the sub-leases in which it acts as the landlord, on the
basis of the available information and it reclassified a sub-lease as a financial lease
Contracts which come under the scope of the application of the principle for the Group mainly
involve the rental of stores, headquarters, warehouses and vehicles.
21
Leases payable, already classified previously in accordance with IAS 17 as financial leases, did not
undergo any changes compared with the accounting reporting required by IAS 17 fully consistent
with the past.
At the transition date (1 March 2019), for leases previously classified in accordance with IAS 17 as
operating leases, the Group applied the retrospective method with the recording of financial
liabilities for lease agreements and the corresponding rights of use measured on the remaining
contractual fees at the transition date.
The application of the new principle was not completed and may be subject to changes until the
publication of the consolidated financial statements of the Group at 29 February 2020.
Impacts on the consolidated statement of financial position at 1 March 2019 (transition date)
The value of net (Liabilities) Assets and Assets for rights of use recorded for Leases at 1 March
2019 breaks down as follows:
(amounts in millions of euros) 1 March 2019
Financial (liabilities) for lease agreement payables, non-current and current 455.3
Financial assets for lease agreement income, non-current and current (12.3)
Net (Liabilities) Assets for leases at 1 March 2019 443.0
Assets for rights of use 447.7
Assets for rights of use at 1 March 2019 447.7
Impact on the main items of the consolidated income statement and the consolidated statement of
financial position for the first half-year ended 30 November 2019
30 November 2019 Impacts of IFRS 16 30 November 2019
(amounts in millions of euros) IAS 17 a b IFRS 16
a+b
Revenue 1,759.5 -- 1,759.5
Other income 2.4 (1.2) 1.1
TOTAL REVENUE AND INCOME 1,761.9 (1.2) 1,760.6
Purchases of materials and external services (1,735.1) 50.5 (1,684.6)
Personnel costs (138.8) -- (138.8)
Changes in inventory 155.7 -- 155.7
Other operating costs and expenses (5.7) -- (5.7)
GROSS OPERATING PROFIT 37.9 49.2 87.1
Amortisation, depreciation and impairment losses (21.8) (44.9) (66.7)
OPERATING PROFIT 16.2 4.3 20.5
Financial income 0.1 -- 0.1
Financial expenses (2.9) (7.1) (9.9)
PROFIT BEFORE TAX 13.4 (2.8) 10.6
Income taxes (0.2) (1.8) (2.0)
PROFIT/(LOSS) FOR THE PERIOD 13.2 (4.6) 8.7
The different nature, qualification and classification of expenses, with the recording of
"Depreciation and amortisation of the rights of use of an assets" and "Financial expenses for interest
connected with the rights of use", in place of rental fees for operating leases, as per IAS 17, has led
to a positive impact on the Gross Operating Profit of Euro 49.2 million.
Specifically, the application of IFRS 16 to lease agreements resulted in:
22
(1) the reduction of other income through the different accounting treatment of rental fees relating
to the sub-lease agreements of stores;
(2) the reduction of operating costs for the different accounting treatment of rental fees relating to
lease agreements for the rental of stores, headquarters, warehouses and vehicles;
(3) the increase in depreciation and amortisation of the rights of use following the recording of
greater non-current assets ("Assets for rights of use");
(4) the increase in Financial expense for interest connected with rights of use following the
recording of greater financial liabilities;
(5) the change in Income taxes which represents the fiscal effect of the previously illustrated
changes.
Details of the impact of IFRS 16 on the main consolidated statement of financial position data as at
30 November 2019 are given below.
(amounts in millions of euros)
30 November Impacts of 30 November 2019
2019 IFRS 16 IFRS 16
IAS 17 a b a+b
23
The breakdown of the impact of IFRS 16 on consolidated net financial debt is given below.
(amounts in millions of euros) 30 November 2019
Net financial debt - IAS 17 31.5
Current financial receivables - IFRS 16 1.5
Non-current financial receivables - IFRS 16 9.7
Other current financial payables - IFRS 16 (56.8)
Other non-current financial payables - IFRS 16 (397.7)
Net financial debt - IFRS 16 (411.9)
IFRIC 23
The Interpretation defines the accounting treatment of income tax when the tax treatment involves
uncertainties that have an effect on the application of IAS 12; it does not apply to levies or taxes
that do not come under IAS 12, nor does it specifically include requirements relation to interests or
sanctions attributable to uncertain tax treatments.
The Interpretation deals specifically with the following points:
An entity should define whether to consider each uncertain tax treatment separately or together with
other (one or more) uncertain tax treatments. The approach that allows the best forecast of the
uncertainty solution should be followed. The interpretation is in force for financial years starting 1
January 2019 onwards, but some transitional facilitations are available. The Group applied the
interpretation at its effective date, the application of the new interpretation involved a restatement of
the liabilities for uncertain tax treatments from the item "Provisions" to the item "Liabilities for
current taxes".
24
The integration started immediately and involved the gradual adoption of the Unieuro brand by the
new sales outlets with the conclusion celebrated by a striking local communication campaign.
New openings
On 28 June, three new direct sales outlets were opened in Portogruaro (Venice), Gela (Caltanissetta)
and Misterbianco (Catania), the latter under the scope of the brand development project in Sicily,
promoted after the acquisition of the former Pistone stores. Excluding the same number of closures
(Latina, Ascoli and Pescara), the number of direct Unieuro stores remained unchanged.
25
year and with immediate effect, requires Intermonte to promote the liquidity of Unieuro's stock,
buying and selling it, through the methods and limits currently laid down by the applicable
regulations, in their own right and taking the risks associated with trading activities.
26
8. Accounting Statements30
8.1 Income Statement
Period ended
(amounts in thousands of euros) 30 November 2019 30 November
IFRS 16 2018
Revenue 1,759,459 1,527,263
Other income 1,150 1,881
TOTAL REVENUE AND INCOME 1,760,609 1,529,144
Purchases of materials and external services (1,684,640) (1,498,111)
Personnel costs (138,828) (125,062)
Changes in inventory 155,707 127,349
Other operating costs and expenses (5,707) (5,165)
GROSS OPERATING PROFIT 87,141 28,155
Amortisation, depreciation and impairment losses (66,657) (18,916)
OPERATING PROFIT 20,484 9,239
Financial income 74 1,564
Financial expenses (9,948) (3,309)
PROFIT BEFORE TAX 10,610 7,494
Income taxes (1,953) 453
PROFIT/(LOSS) FOR THE PERIOD 8,657 7,947
30
IFRS 16 (Leasing) was adopted from 1 March 2019 b applying the retroactive method amended with the comparative information not restated. The
effects of this new accounting principle are illustrated in paragraph 6 - "Changes to the accounting standards" which should be referred to for further
details.
27
8.3 Statement of Financial Position
Period ended
(amounts in thousands of euros)
30 November 2019 30 November 2018
IFRS 16 IAS 17
88,017 28,981
Changes in:
- Inventories (155,708) (127,570)
- Trade receivables (39,692) (31,532)
- Trade payables 193,235 167,686
- Other changes in operating assets and liabilities 39,718 31,774
-
Cash flow generated /(absorbed) by operating activities 37,553 40,358
28
Taxes paid (2,198) (741)
Interest paid (9,070) (2,139)
CASH AND CASH EQUIVALENTS AT THE START OF THE PERIOD 84,488 61,414
Net increase/(decrease) in cash and cash equivalents 20,339 16,904
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 104,827 78,318
Note that the Issuer opted to adopt the waiver in Article 70, paragraph 6 and
Article 71, paragraph 1 of the Issuers' Regulation, pursuant to Article 70, paragraph 8 and Article
71, paragraph 1 bis of the Issuers' Regulation.
I, the undersigned, Mr Italo Valenti, in my capacity as the Financial Reporting Officer of Unieuro
S.p.A., in conformity with the provisions of Article 154-bis of the “Consolidated Act on Financial
Intermediation”,
HEREBY CERTIFY
that the Interim Directors’ Report as at 30 November 2019 corresponds to the Company's
documentary findings, books and accounting records.
Italo Valenti
(Financial Reporting Officer)
29
Unieuro S.p.A.
Via Schiaparelli, 31
47122 Forlì (FC)
unieurospa.com
Unieuro S.p.A.
Investor Presentation
STAR Conference, 27-28 March 2018
Safe Harbor Statement
This documentation has been prepared by Unieuro S.p.A. for information purposes only and for use in presentations of Unieuro's results and strategies.
This presentation is being provided to you solely for your information and may not be reproduced or redistributed to any other person or legal entity.
This presentation might contain certain forward looking statements that reflect the Company’s management’s current views with respect to future events and financial and operational performance
of the Company and its subsidiaries.
Statements contained in this presentation, particularly regarding any possible or assumed future performance of Unieuro S.p.A., are or may be forward-looking statements based on Unieuro
S.p.A.’s current expectations and projections about future events, and in this respect may involve some risks and uncertainties. Because these forward-looking statements are subject to risks and
uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond
the ability of Unieuro S.p.A. to control or estimate.
You are cautioned not to place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this presentation. Unieuro S.p.A. does not undertake any
obligation to publicly release any updates or revisions to any forward-looking statements to reflect events or circumstances after the date of this presentation.
Any reference to past performance or trends or activities of Unieuro S.p.A. shall not be taken as a representation or indication that such performance, trends or activities will continue in the future.
This presentation has to be accompanied by a verbal explanation. A simple reading of this presentation without the appropriate verbal explanation could give rise to a partial or incorrect
understanding.
This presentation is merely informational and does not constitute an offer to sell or the solicitation of an offer to buy Unieuro’s securities, nor shall the document form the basis of or be relied on in
connection with any contract or investment decision relating thereto, or constitute a recommendation regarding the securities of Unieuro.
Unieuro’s securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Due to rounding, numbers presented throughout this presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Italo Valenti, the manager in charge of preparing the corporate accounting documents, declares that, pursuant to art.154-bis, paragraph 2, of the Legislative Decree no. 58 of February 24, 1998,
the accounting information contained herein correspond to document results, books and accounting records.
2
Summary
• Overview of Unieuro
• Unieuro’s Strategy
• Key Takeaways
3
Highlights
• Record FY Sales despite a competitive market environment: +12.8% to almost €1.9 billion
• Strong boost from Online sales: +66.2%, now at 10% of total sales
• FY 2017/18 dividend expected to be similar to the amount distributed last year (€1.0 per share)
4
FY 2017/18 Preliminary Sales
Another strong year of revenue growth
+12.8%
• Acquisitions contributing for 175.4 €m:
1,873.8 − Monclick, from 1 June 2017
1,660.5 − 21 former Andreoli / Euronics stores, from 1 July 2017
− Euroma2 former Edom / Trony flagship store, from 20 September
2017
− 19 former Cerioni / Euronics stores, in three different steps (16
November 2017, 8 December 2017 and 27 January 2018)
• 7 new openings
5
Notes: Unaudited figures. Unieuro Fiscal Year ends on 28 February. (1) Like-for-like revenues performance reflects change in revenues of stores open for at least 26 months at 28 February 2018, including both retail and click & collect sales
Preliminary Sales Breakdown YoY change
7
Notes: Unieuro Fiscal year ends on 28 February. (1) Active loyalty customers defined as customers who made at least a transaction within the last 12 months.
Dividend Pay-Out Anticipated
BoD resolutions
• bring forward the dividend payment, with regard to fiscal year 2017/18. Ex-dividend date tentatively scheduled for 11 June 2018
• pay out dividends in a lump sum, instead of a payment in March (one-third of previous FY dividend), followed by a final payment in September (FY 2017/18
dividend net of March down payment)
The amount of FY 2017/18 is expected to be similar to the amount distributed last year (€1.00 per share):
• consistently with the current dividend policy (pay-out of at least 50% of Adjusted Net Income1)
The dividend distribution proposal will be examined by the BoD to be called, among others, to approve the final data for FY 2017/18, on 26 April 2018
8
Notes: Unieuro Fiscal year ends on 28 February. (1) The adjusted net profit (loss) for the period is calculated as the profit (loss) for the period adjusted (i) for adjustments incorporated in adjusted EBITDA and (ii) for the theoretical tax impact of those adjustments.
Summary
• Overview of Unieuro
• Unieuro’s Strategy
• Key Takeaways
9
Unieuro at a glance
Established by the end of 1930s, Unieuro is Italy’s leading omnichannel consumer electronics retailer by
number of stores (approx. 500), with sales of about 1.9 €bn
Broad product range across multiple categories Full nationwide coverage
DOS
Grey goods Mobile, IT, accessories, photography, 2 4
5 4
Wholesale
(46.0%) wearables
29 18
1 29 24 Travel Retail (DOS)
4
25 8
MDA, e.g. washing machines, cooking 1
25 34
4 14
10
Notes: All figures as at 28 February 2018; (1) Including 11 Travel Retail DOS.
Integrated omnichannel presence across offline and online
Retail: 214 DOS Travel Retail: 11 DOS Wholesale: 272 stores Online B2B
1.3% 11.7% 9.9% 6.3%
Contribution to FY
70.9%
17/18 total sales
Focus on malls and city centre Stores located in main Italian airports Stores in smaller and more remote Digital platform launched in 2016: Opportunistic business
locations with store average size of and in Torino train station catchment areas − new website optimised for Includes agreements with
c.1,500 sqm Focus on “grey” and “brown” goods mobile navigation with companies producing vouchers to
Summary Overview
11
Notes: Figures as at 28 February 2018.
A successful business model, centralised and scalable
Centralised decision-making in the Forlì HQ A unique business model within the Italian CE sector…
• A lean organisational structure
• All corporate functions centralised and managed by 275 FTEs in the Forlì HQ:
Procurement, Supply Chain, Property, Security, CRM, ICT, Marketing,
Main Competitor Buying Groups
Administration, Finance, Legal, HR, Tax, Investor Relations, Communication,
Business Development, M&A
• 3,768 FTEs in the stores and 10 agents(1): highly flexible workforce permitting
Approach Omnichannel Omnichannel Mainly traditional
Unieuro to preserve maximum productivity and adjust labour costs
• Centralised warehouse located in Piacenza, one of the main Italian logistics hubs
Many, one for each
Headquarters One, centralised One, centralised
• 50,400 sqm of current total surface area. Capacity to double in 2018 member
• ̴ 90% of DOS within 600 km from Piacenza
Decentralised,
Centralised Mixed, both at HQ
Purchasing at single member
at HQ level and at store level
Travel level
Retail
(DOS) Many, one or more
Many, one for
Retail Warehouse One, in Piacenza at single member
B2B
(DOS) each store
level
Piacenza
Distribution (“Click &
Centre Collect”)
Wholesale
Online
customers …providing synergies and allowing Unieuro to profitably
(“Click & Collect”)
manage all kind of store formats
Transit points managed by third parties
12
Notes: Data as of 30 Nov. 2017; (1) 2 agents employed by Unieuro
A strong brand supported by a future-facing marketing framework
An innovative, integrated & distinctive marketing
ecosystem
• Offline, Online, In-Store marketing activities together with Customer Insight
efforts to support omnichannel strategic approach
• Digital and traditional marketing as a unique and future-facing framework,
covering all the core offline and online disciplines
13
12 years of consistent long-term growth…
Consistent growth achieved despite a period of declining
GDP, grasping the opportunity to grow as an M&A +40 stores
426.6 €m(2) inherited Net operated by
consolidator Operating Losses carried
forward, available for
reduction of future taxes
+1 flagship
Sales(1) (€m) payable
operated by
+8 Travel stores
operated by
1,874
858
FY 2005/06 FY 2006/07 FY 2007/08 FY 2008/09 FY 2009/10 FY 2010/11 FY 2011/12 FY 2012/13 FY 2013/14 FY 2014/15 FY 2015/16 FY 2016/17 FY 2017/18
0.9% 2.0% 1.5% (1.1%) (5.5%) 1.7% 0.6% (2.8%) (1.7%) 0.1% 0.8% 0.9%
DOS
21 24 35 54 65 69 68 81 173 178 181 180 225(4)
14
Notes: Source: Company information, Real GDP volume growth rate (% change on previous year) from Eurostat. FY ending in February; FY2014 figures include only 3 months of former UniEuro; (1) Sales pre FY2014 do not include “Other” sales; (2) Current amount of Net
Operating Losses carried forward: 407.5 €m as of 30 November 2017; (3) Refers to the calendar year and not to the fiscal year of Unieuro; (4) Including 214 Retail DOS and 11 Travel Retail DOS.
…to reach a leading position in the market…
Expansion of DOS store network by over 10x since 2006 …and large share gains of 17pp at expense of competition…
with total stores reaching 497 end of FY2017/18…
302 €m 1,884 €m
497
9.4 €bn 9.6 €bn
+204
225
225 +17 pp
+2 p.p. gained vs.
20% FY 2015/16
21
21 3%
2016 Sales (€m) 1,874(2) 2,052(3) 226 272 184 n.a. 196 186 n.a. 145 406 134
(2)
Current # of stores 497
(3)
Member of Euronics buying group 116
Member of Trony buying group 51 48 37 32 55 43 36
27 NA 12
Member of Expert buying group (4) (5)
Mediamarket Butali Bruno SIEM Galimberti Nova Copre DPS Papino DGGroup Pistone
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Source: Company information (for Unieuro); companies’ websites and companies’ filings, Company elaborations based on market data. Notes: (1) Addressable market definition excludes sales from Entertainment category; (2) Unieuro sales and store number refer to FY
2017/18; (3) Mediamarket SpA sales and store number refers to FY 2016/17, ended on 30 Sept. 2017. (4) Galimberti has filed with the competent court petition for an arrangement with creditors (“concordato preventivo”). Petition is still pending. (4) DPS is in bankruptcy.
…with the ambition to create Italy’s #1 CE retailer
Italy considerably less consolidated than other …presenting a €1.7bn consolidation opportunity
Western European markets…
Italy consolidation potential:
Combined addressable market share of top 3 companies (2015) Top 3 companies combined sales today vs. potential based on average
of Germany, France and UK markets (€bn)(2)(3)
(1)
6.0 17.1 10.3 9.1
88%
6.6 Consolidation potential:
(1) 79% 1.7 €bn
76% of which 0.3 €bn already
73%
aggregated by Unieuro in
FY 2017/18
59% 4.9
Others
41%
Unieuro
18%
Average
(GER, FRA, UK)
Today Potential
Top 3 companies sales (€bn), incl. VAT
(59% consolidation) (79% consolidation)
Addressable Market(4) (€bn)
Source: Planet Retail and Company information (Top 3 companies sales), Company elaborations Source: Company information, Planet Retail, Company elaborations based on market data.
based on market data (addressable market).
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Notes: (1) Pro-forma for the acquisition of Darty by Fnac; (2) Excluding VAT; (3) This is meant to illustrate the consolidation potential in the Italian market and is by no means a market consolidation projection; (4) In order to present addressable market size on a comparable
basis for international markets the addressable market perimeter in Italy is calculated on a modified basis
The only listed omnichannel CE retailer in Italy
IPO (April 2017) Updated shareholding structure
• Listing venue: Italian Stock Exchange, STAR Segment
• Offer size: 6.9 million shares, equal to 34,5% of the Company's issued share capital, sold to
institutional investors (37% of demand from Italian Investors; 63% from US, UK and
Continental Europe investors)
• Price: 11.00 € per share
• Total consideration: 76 €m
• Market capitalization at IPO: 220 €m
33.8%
Placement (September 2017)
• Offer size: 3.5 million shares, equal to 17.5% of the Company's issued share capital, sold to
institutional investors 52.0%
• Price: 16.00 € per share
• Total consideration: 56 €m
• Market capitalization at Placement price: 320 €m
7.2%
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Notes: (1) Through Italian Electronics Holdings S.à.r.l (2) Through DSG European Investments Limited
Summary
• Overview of Unieuro
• Unieuro’s Strategy
• Key Takeaways
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Unieuro’s Strategic Goals
Continue the profitable growth of the business by increasing market share in trending product categories (MDA, SDA, Telecom),
VISION focusing on customer-centric approach and omnichannel opportunities
STRATEGIC
PILLAR
Proximity Experience Retail Mix
Supply Chain
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Andreoli, Euroma2 and Cerioni Previously existing
Unieuro DOS
40 ex-Euronics stores acquired; one ex-Trony flagship store relaunched Newly acquired stores
• 21 ex-Euronics DOS in Southern Lazio, Abruzzo and Molise acquired from Andreoli S.p.A.
− Closing date: 17 May
− Reopening: 1 July
− Total consideration: 12.2 €m
− Target: over 100 €m of additional sales at run-rate within 12-18 months
• ex-Trony Euroma2 flagship store, previously managed by Edom S.p.A., relaunched
− Reopening: 20 September
− Total consideration: 3.0 €m (key-money)
− Target: 20-25 €m of additional sales at run-rate within 12-18 months
• 19 ex-Euronics DOS in Marche and Emilia Romagna acquired from Gruppo Cerioni S.p.A.
− Closing dates: 31 October (11 stores), 21 November (6), 21 December (2)
− Reopening: 1 July (11 stores), 8 December (6), 27 January 2018 (2)
− Total consideration: 8.0 €m
− Target: 90 €m of additional sales at run-rate within 12-18 months
• Recovery plan immediately executed and comprising:
• adoption of the Unieuro banner
• refurbishment
• total product restocking (all stores acquired without stock)
• integration into Unieuro’s IT system
• salesforce training
• Profitability expected in line with the Company’s targets within 18-24 months
• Unieuro’s unique business model allowing fast execution and important synergies
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Online external growth
Acquisition of pure player Monclick S.r.l. FY 2016 sales (€m)
• One of the leading Italian e-commerce platforms, specialised in the sale of
consumer electronics products
• Consolidated from 1 June B2B2C B2C
45% 55%
• Total consideration: 10.0 €m
• Break-even expected in 18-24 months
• Two separated business lines:
• Leveraging the existing platform to extract synergies (procurement, logistics, IT and G&A)
Strategic • Expanding product range thanks to Monclick broad assortment
Rationale • Deepening penetration of the online channel
• Entering the B2B2C segment, totally new for Unieuro
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Summary
• Overview of Unieuro
• Unieuro’s Strategy
• Key Takeaways
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Key Takeaways
• Unique and winning business model, positioning Unieuro as the only omnichannel
consolidator in the highly fragmented Italian CE market, through new openings and M&A
• Channels integration strategy as the only way to succeed in such a competitive market
• Customer Centrality at the heart of the business model, starting with CRM building
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Notes: Consumer segment only
INVESTOR CONTACTS
Andrea Moretti
Investor Relations Manager
amoretti@unieuro.com
investor.relations@unieuro.com
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