Silvano Fashion Group Consolidated

Selected Financial Indicators

Summarized selected financial indicators of the Group for 9 months of 2019 compared to 9 months of 2018 and 30.09.2019 compared to 31.12.2018 were as follows:


in thousands of EUR	09m 2019	09m 2018	Change
Revenue	44 811	49 835	-10.1%
EBITDA	12 745	17 113	-25.5%
Net profit for the period	9 764	10 767	-9.3%
Net profit attributable equity holders of the Parent company	9 292	9 858	-5.7%
Earnings per share (EUR)	0,26	0,27	-3.7%
Operating cash flow for the period	12 856	10 752	19.6%

in thousands of EUR	30.09.2019	31.12.2018	Change
Total assets	44 498	45 504	-2.2%
Total current assets	24 799	34 904	-29.0%
Total equity attributable to equity holders of the Parent company	25 988	27 462	-5.4%
Cash and cash equivalents	4 956	13 603	-63.6%

Margin analysis, %	09m 2019	09m 2018	Change
Gross profit	50.6	57.1	-11.4%
EBITDA	28.4	34.3	-17.2%
Net profit	21.8	21.6	0.9%
Net profit attributable to equity holders of the Parent company	20.7	19.8	4.5%

Financial ratios, %	30.09.2019	31.12.2018	Change
ROA	21.4	22.9	-6.6%
ROE	37.0	34.7	6.6%
Price to earnings ratio (P/E)	7.8	7.7	1.3%
Current ratio	3.2	2.4	33.3%
Quick ratio	1.0	1.2	-16.7%

Financial performance

The Group`s sales amounted to 44 811 thousand EUR during 9 months of 2019, representing a 10.1% decrease as compared to the same period of previous year. Overall, wholesales decreased by 14.3%, measured in EUR.

The Group’s gross profit during 9 months of 2019 amounted to 22 657 thousand EUR and decrease by 20.4% compared to previous year. The gross margin during 9 months of 2019 decreased to 50.6%, from 57.1% in the respective period of previous year. The cost of sold goods increased by 3.7%.

Consolidated operating profit for 9 months of 2019 amounted to 10 090 thousand EUR, compared to 15 926 thousand EUR in 9 months of 2018, decrease 36.6%. The consolidated operating profit margin was 22.5% for 9 months of 2019 (32.0% in 9 months of 2018). Consolidated EBITDA for 9 months of 2019 decreased by 25.5% and amounted to 12 745 thousand EUR, which is 28.4% in margin terms (17 113 thousand EUR and 34.3% for 9 months of 2018).

Reported consolidated net profit attributable to equity holders of the Parent company for 9 months of 2019 amounted to 9 292 thousand EUR, compared to net profit of 9 858 thousand EUR in 9 months of 2018, net profit margin attributable to equity holders of the Parent company for 9 months of 2019 was 20.7% against 19.8% in 9 months of 2018.

Financial position

As of 30 September 2019 consolidated assets amounted to 44 498 thousand EUR representing decrease by 2.2% as compared to the position as of 31 December 2018.

Trade and other receivables decreased by 1 211 thousand EUR as compared to 31 December 2018 and amounted to 2 437 thousand EUR as of 30 September 2019. Inventory balance decreased by 241 thousand EUR and amounted to 17 404 thousand EUR as of 30 September 2019.

Equity attributable to equity holders of the Parent company decreased by 1 474 thousand EUR and amounted to 25 988 thousand EUR as of 30 September 2019. Current liabilities decreased by 7 070 thousand EUR during 9 months of 2019.

Investments

During 9 months of 2019 the Group’s investments into property, plant and equipment totalled 1 143 thousand EUR, in previous year same period 497 thousand EUR. Investments were made mainly into opening and renovating own stores, as well into equipment and facilities to maintain effective production for future periods.

Personnel

As of 30 September 2019, the Group employed 1 926 employees, including 507 people in retail operations. The rest were employed in production, wholesale, administration and support operations. In 31.12.2018 there were 2 073 employees, including 500 people in retail operations.

Total salaries and related taxes during 9 months of 2019 amounted to 9 846 thousand EUR (9 361 thousand EUR in 9 months of 2018). The remuneration of key management of the Group, including the key executives of all subsidiaries, totalled 648 thousand EUR.

Decisions made by governing bodies after Q3 2019

On May 03, 2019 Silvano Fashion Group held its regular Annual General Meeting of Shareholders. The Meeting adopted the following decisions.

The Meeting approved the 2018 Annual Report.
The Meeting decided to distribute dividends in the amount 0.20 EUR per share (record date 16.05.2019).

To pay to the entitled shareholders of AS Silvano Fashion Group as dividends EUR 0.20 per share as follows: - to pay dividends EUR 0.10 per share by 20 May 2019 latest, (payment completed on 20.05.2019);

to pay dividends EUR 0.10 per share by 10 October 2019 latest, (payment completed on 29.08.2019);
The Meeting decided to recall Mr. Ants Susi from the Supervisory Board of SFG. The authorities of Mr. Ants Susi as the member of the Supervisory Board of SFG shall be deemed to have expired as of May 3, 2019.
The Meeting decided to elect Triin Nellis as the new member of the Supervisory Board of SFG, whose term of office shall start on May 3, 2019 and expire on June 30, 2021.
The meeting decided to amend the remuneration policy of the supervisory board members, approved by the shareholders’ meeting on June 30, 2012 as follows:

- to assign monthly gross remuneration of 5,000 euros for the chairman of the supervisory board; - to assign monthly gross remuneration of 2,000 euros for the supervisory board;

The meeting decided to amend section 2.2. of the Articles of Association and reinstate it in the following wording: “All shares of the Company are registered shares. The nominal value of a registered share is 0,20 (twenty) cents. A share grants 1 (one) vote at the General Meeting. “;
The meeting decided:

- The share capital of SFG shall be increased by 3,600,000 EUR from 3,600,000 EUR to 7 200 000 EUR by the increase of the nominal value of existing shares by 0,10 EUR per share, i.e. from 0.10 EUR to 0.20 EUR; - The share capital of SFG shall be increased via a bonus issue on the account of the share premium. The bonus issue shall be carried out on the basis of the 2018 annual report, that has been approved by the shareholders together with the decision on the distribution of profit. The bonus issue shall be carried out on the account of the share premium in the amount of 3,600,000 EUR. After the bonus issue, the new size of the share capital shall be 7,200,000 EUR that is divided into 36,000,000 shares with the nominal value of 0,20 EUR each share; - The list of shareholders who shall be entitled to participate in the bonus issue shall be fixed as at 17 May 2019 as at the end of the working day of the settlement system. The ex‑date is 16 May 2019; as of this date a person who acquired shares is not entitled to participate in the bonus issue. The increase of the nominal value of the shares shall take place immediately after the registration of the share capital increase with the Commercial Register. As of 15 May 2019, Tartu County Court registered the increase of the share capital to 7 200 thousand EUR according to the resolution of the Annual General Meeting (May 03, 2019). On June 19,2019 Silvano Fashion Group held its Extraordinary Meeting of Shareholders . The Meeting adopted the following decisions:

- To amend section 2.2. of the Articles of Association and reinstate it in the following wording: “All shares of the Company are registered shares. The nominal value of a registered share is 0.10 (ten) cents. One share gives 1 (one) vote at the General Meeting “.

- The share capital of SFG shall be reduced by a reduction of the nominal value of the shares by EUR 0.10 per share; - To reduce the share capital, make a payment to the shareholders in the amount of EUR 0.10 per share. No payments will be made to the Company for its own shares. The disbursement shall be made to the hareholders not earlier than three months after entry of the reduction of share capital in the commercial register, provided that the claims submitted by the creditors in due time are secured or satisfied;

- The share capital shall be reduced in connection with the adjustment of the Company's capital structure and finally the Company's share capital shall be consistent with the Company's strategic objectives. The amount of the reduced share capital is in accordance with the requirements arising from law and the Articles of Association of the Company. Following the decision, the new share capital will amount to EUR 3,600,000, divided into 36,000,000 shares with a nominal value of EUR 0.10 per share;

- The list of shareholders entitled to the payment of share capital shall be fixed on 04.07.2019. at the end of the working day. Ex-date of the rights attached to the shares is 03.07.2019; as of that date, the acquirer is not entitled to receive any reduction in share capital. As of 23 September 2019, Tartu County Court registered the decrease of the share capital to 3 600 thousand EUR according to the resolution of the General Meeting (June 19, 2019). Payment completed on 27.09.2019.

Consolidated Statement of Financial Position

in thousands of EUR	Note	30.09.2019	31.12.2018
ASSETS
Current assets
Cash and cash equivalents		4 956	13 603
Current loans granted		2	8
Trade and other receivables	2	2 437	3 648
Inventories	3	17 404	17 645
Total current assets		24 799	34 904

Non-current assets
Long-term receivables		321	292
Investments in associates		75	64
Available-for-sale investments		333	305
Deferred tax asset		1 617	1 433
Intangible assets		406	261
Investment property		907	851
Property, plant and equipment	4	16 040	7 394
Total non-current assets		19 699	10 600
TOTAL ASSETS		44 498	45 504

LIABILITIES AND EQUITY
Current liabilities
Short-term finance lease obligations		547	0
Trade and other payables	5	5 600	14 163
Tax liabilities		1 608	662
Total current liabilities		7 755	14 825

Non-current liabilities
Deferred tax liability		4	7
Long-term finance lease obligations		7 292	0
Long-term provisions		66	61
Total non-current liabilities		7 362	68
Total liabilities		15 117	14 893

Equity
Share capital	6	3 600	3 600
Share premium		4 967	8 567
Statutory reserve capital		1 306	1 306
Revaluation reserve		355	355
Unrealised exchange rate differences		-14 662	-14 696
Retained earnings		30 422	28 330
Total equity attributable to equity holders of the Parent company		25 988	27 462
Non-controlling interest		3 393	3 149
Total equity		29 381	30 611
TOTAL EQUITY AND LIABILITIES		44 498	45 504

Consolidated Income Statement

in thousands of EUR	Note	3Q 2019	3Q 2018	09m 2019	09m 2018
Revenue	8	14 547	16 302	44 811	49 835
Cost of goods sold		-7 383	-7 205	-22 154	-21 367
Gross Profit		7 164	9 097	22 657	28 468

Distribution expenses		-2 902	-3 028	-8 756	-8 956
Administrative expenses		-1 114	-1 055	-3 401	-3 178
Other operating income		72	71	219	197
Other operating expenses		-191	-179	-629	-605
Operating profit		3 029	4 906	10 090	15 926

Currency exchange income/(expense)		443	-1 679	2 913	-1 920
Other finance income/(expenses)		-147	15	-367	55
Net financial income		296	-1 664	2 546	-1 865

Profit (loss) from associates using equity method		3	6	3	18
Profit before tax		3 328	3 248	12 639	14 079

Income tax expense		-767	-899	-2 875	-3 312

Profit for the period		2 561	2 349	9 764	10 767
Attributable to :
Equity holders of the Parent company		2 370	2 201	9 292	9 858
Non-controlling interest		191	148	472	909

Earnings per share from profit attributable to equity holders of the Parent company, both basic and diluted (EUR)	7	0,07	0,06	0,26	0,27

Consolidated Statement of Comprehensive Income

in thousands of EUR	Note	3Q 2019	3Q 2018	09m 2019	09m 2018

Profit for the period		2 561	2 349	9 764	10 767

Exchange rate differences attributable to foreign operations		325	-197	336	8
Attributable to :
Equity holders of the Parent company		227	28	34	153
Non-controlling interest		98	-225	302	-145

Total comprehensive income for the period		2 886	2 152	10 100	10 775
Attributable to :
Equity holders of the Parent company		2 597	2 229	9 326	10 011
Non-controlling interest		289	-77	774	764

Consolidated Statement of Cash Flows

in thousands of EUR	09m 2019	09m 2018
Cash flow from operating activities
Profit for the period	9 764	10 767
Adjustments for:
Depreciation and amortization of non-current assets	2 655	1 187
Share of profit of equity accounted investees	-3	-18
(Gains)/ losses on the sale of PPE and IA	23	22
Net finance income / costs	-2 546	1 865
Provision for impairment losses on trade receivables	0	1
Provision for long-term benefits	5	-2
Income tax expense	2 875	3 312
Change in inventories	241	1 164
Change in trade and other receivables	1 211	-790
Change in trade and other payables	-417	-4 032
Change in finance lease obligations	547	0
Income tax paid	-1 499	-2 724
Net cash from operating activities	12 856	10 752

Cash flow from investing activities
Interest received	9	26
Dividends received	0	3
Proceeds from disposal of property, plant and equipment	61	12
Proceeds from repayments of loans granted	6	0
Acquisition of property, plant and equipment	-1 143	-497
Acquisition of intangible assets	-165	-144
Net cash used in/from investing activities	-1 232	-600

Cash flow from financing activities
Repayment of finance lease	-1 646	0
Dividends paid	-7 730	-18 376
Reduction of share capital	-10 800	0
Net cash used in/ from financing activities	-20 176	-18 376

Increase in cash and cash equivalents	-8 552	-8 224
Cash and cash equivalents at the beginning of period	13 603	21 230
Effect of exchange rate fluctuations on cash held	-95	92
Cash and cash equivalents at the end of period	4 956	13 098