Half-Year Report
June 30, 2024
(Translation from the Italian original which remains the definitive version)
F.I.L.A. GROUP
HALF-YEAR FINANCIAL REPORT
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2024
F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A.
Via XXV Aprile 5 Pero (MI)
Half-Year Report
June 30, 2024
CONTENTS
I - General information | 3 |
Corporate Bodies | 3 |
Overview of the F.I.L.A. Group | 4 |
Directors' Report | 6 |
Key Financial Highlights | 6 |
F.I.L.A. Group's Financial Highlights | 12 |
Operating results excluding net non-recurring charges | 12 |
Business seasonality | 14 |
Statement of Financial Position | 16 |
Financial overview | 20 |
Key events of the reporting period | 25 |
Events after the reporting period | 26 |
Outlook | 26 |
Related party transactions | 27 |
Reconciliation between Parent and Group Equity | 27 |
Condensed Consolidated Half-Year Financial Statements as at and for the six months ended | |
June 30, 2024 | 29 |
Consolidated Financial Statements | 29 |
Statement of Financial Position | 29 |
Statement of Comprehensive Income | 30 |
Statement of changes in Equity | 31 |
Consolidated Statement of Cash Flows | 32 |
Statement of financial position with indication of related party transactions pursuant to CONSOB
Resolution No. 15519 of July 27, 2006 | 34 |
Statement of Comprehensive Income with indication of related party transactions pursuant to | |
CONSOB resolution No. 15519 of July 27, 2006 | 35 |
Notes to the condensed interim consolidated financial statements | 36 |
Segment reporting | 45 |
Business Segments - Statement of financial position | 46 |
Business Segments - Statement of comprehensive income | 47 |
Business Segments - Other Information | 48 |
Annexes | 100 |
Attachment 1 - Related party transactions | 100 |
Attachment 2 - List of companies included in the consolidation scope and other investments .. | 102 |
Transactions relating to Atypical and/or Unusual Operations | 103 |
Statement of the Manager in Charge of financial reporting and the Corporate Bodies | 104 |
Independent Auditors' Report pursuant to Article 14 of Legislative Decree No. 39 of January 27,
2010 | 105 |
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Half-Year Report
June 30, 2024
DIRECTORS' REPORT
AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2024
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I - General information
Corporate Bodies
Board of Directors
Chairperson (*) | Giovanni Gorno Tempini |
Honorary Chairperson | Alberto Candela |
Chief Executive Officer (**) | Massimo Candela |
Executive Director (**) | Luca Pelosin |
Non-executive Director | Annalisa Matilde Barbera |
Non-executive Director (*) | Gianna Luzzati |
Non-executive Director (*) | Carlo Paris |
Non-executive Director (*) | Donatella Sciuto |
- Independent director in accordance with Article 148 of the Consolidated Finance Act and Article 3 of the Code of Conduct. (**) Executive Director
Control, Risks and Related Parties Committee
Gianna Luzzati | |
Carlo Paris | |
Donatella Sciuto | |
Remuneration Committee | |
Donatella Sciuto | |
Gianna Luzzati | |
Annalisa Matilde Barbera | |
Board of Statutory Auditors | |
Chairperson | Gianfranco Consorti |
Standing Auditor | Sonia Ferrero |
Standing Auditor | Pietro Michele Villa |
Alternate Auditor | Stefano Amoroso |
Alternate Auditor | Tina Marcella Amata |
Independent Auditors | Deloitte & Touche S.p.A. |
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Overview of the F.I.L.A. Group
The F.I.L.A. Group (hereafter also the "Group") operates in the creativity tools market, producing and marketing colouring, design, modelling, writing and painting objects, such as pencils, crayons, modelling clay, chalk, oil colours, acrylics, watercolours, paints and paper for the fine arts, school and leisure.
The F.I.L.A. Group at June 30, 2024 operates through 23 production facilities and 32 subsidiaries across the globe and employs approx. 3,400 people, becoming a pinnacle for creative solutions in many countries with brands such as GIOTTO, DAS, LYRA, Canson, Maimeri, Daler-Rowney Lukas, Ticonderoga, Pacon, Strathmore, Princeton and Arches.
Founded in Florence in 1920 by two noble Tuscan families, della Gherardesca and Marchesi Antinori, F.I.L.A. S.p.A. (hereafter also the "Parent") has achieved strong international growth in the past 20 years, supported by a series of strategic acquisitions. Over the years, the Parent has acquired: (i) the Italian firm Adica Pongo in 1994, a leading producer of modelling clay for children; (ii) the Spanish firm Spanish Fila Hispania S.L. (formerly Papeleria Mediterranea S.L.) in 1997, the Group's former exclusive distributor in Spain; (iii) the French firm Omyacolor S.A. in 2000, a leading manufacturer of modelling putties and clays; (iv) the U.S. Dixon Ticonderoga Group in 2005, a leading producer and distributor of pencils in North America, with subsidiaries operating on the Canadian, Mexican, Chinese and European markets; (v) the German LYRA Group in 2008, which allowed the Group to enter the German, Scandinavian and Eastern Asian markets; (vi) the business unit operated by Lapiceria Mexicana in 2010, one of the main local competitors in the budget coloured and graphite pencils market; and (vii) the business unit operated by Maimeri S.p.A. in 2014, a manufacturer and distributor of paints and accessories for arts and crafts. In addition to these operations, on the conclusion of an initiative which began with the acquisition of a significant influence in 2011, control of the Indian company DOMS Industries Pvt Ltd. was acquired in 2015 (viii). In 2016, the F.I.L.A. Group focused upon development through strategic Art&Craft sector acquisitions, seeking to become the leading market player. On February 3, 2016, F.I.L.A. S.p.A. acquired control of the Daler-Rowney Lukas Group, an illustrious brand producing and distributing materials and accessories on the arts and crafts market since 1783, with a direct presence in the United Kingdom, the Dominican Republic, Germany and the USA (ix). In September 2016, the F.I.L.A. Group acquired the entire share capital of St. Cuthberts Holding Limited and the operating company St. Cuthberts Mill Limited, a highly-renowned English paper mill, founded in 1907, located in the south-west of England and involved in the production of high quality artist's papers (x). In October 2016, F.I.L.A. S.p.A. acquired the Canson Group, founded in 1557 by the Montgolfier family, with headquarters in Annonay in France, production facilities in France and conversion and distribution centres in Italy, France, China, Australia and Brazil. Canson products are available in over 120 countries and the brand is the most respected globally involved in the production
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and distribution of high added value paper for the fine arts, design, leisure and schools, but also for artists' editions and technical and digital drawing materials (xi).
In June 2018, F.I.L.A. S.p.A., through its US subsidiary Dixon Ticonderoga Co. (U.S.A.), consolidated its role as a leading player on the US market with the acquisition of the US Group Pacon, which through brands such as Pacon, Riverside, Strathmore and Princeton, is a leader in the US schools and arts and crafts sector. Dixon Ticonderoga Co. (U.S.A.) was subsequently merged into Pacon Corporation (U.S.A.), which later changed its name to Dixon Ticonderoga Co. (U.S.A.) (xii).
On March 2, 2020, F.I.L.A.- Arches S.A.S., a French company wholly-owned by F.I.L.A. S.p.A., completed the purchase from the Ahlstrom-Munksjö Group of the fine art business unit specialised in fine art operating through the ARCHES® brand (xiii).
On February 8, 2022, the UK subsidiary Daler Rowney Ltd. acquired 100% of the UK company Creative Art Products Limited, located in Manchester (UK), which specialises in the schools segment and produces and distributes a wide range of art materials for children, both under the Scola brand and private label (xiv) brands.
On December 20, 2023, the listing of the subsidiary DOMS Industries Limited on the National Stock Exchange of India was completed. Following the public listing, F.I.L.A. S.p.A. still remained a shareholder of the Indian company with a 30.6% interest (xv).
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Directors' Report
Key Financial Highlights
The F.I.L.A. Group's H1 2024 key financial highlights are reported below.
- The Gross Operating Profit corresponds to the "Operating Profit" before "Amortisation and Depreciation", "Net Impairment Gains (Losses) on Trade Receivables and Other Assets" and "Other Net Impairment Gains (Losses)" and derives directly from the statement of comprehensive income;
- Net financial structure indicator calculated as the aggregate of the current and non-current financial debt, net of cash and cash equivalents and current financial assets. Net financial debt as defined by CONSOB Notice DEM/6064293 of July 28, 2006 and CONSOB Attention Call No. 5/21 of April 29, 2021, excludes non-current financial assets.
- The figures refer to the associate DOMS Industries Limited at consolidated level. Following the public listing of the company on the National Stock Exchange of India on December 20, 2023, the company was deconsolidated as at December 31, 2023.
- "Net investments" corresponds to the sum of the following Statement of Cash Flow captions: "Total (Investments)/Divestments in Intangible Assets" and "Total Investments/Divestments in Property, Plant and Machinery"
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2024 Adjustments:
The adjustments to the H1 2024 "Gross Operating Profit" concern the net balance between non- recurring operating income and charges, which presents a net charge of Euro 2.5 million and which includes charges for organisational structure and company process efficiency projects for Euro 2.4 million, extraordinary project costs and consultancy for Euro 0.4 million, the portion pertaining to the period for the "2022-2026 Performance Shares" medium/long-term incentive plan for Euro 0.4 million, and non-recurring income of Euro 0.7 million;
The adjustment of the "Operating Profit" was Euro 4.5 million, resulting from the aforementioned effects on the "Gross Operating Profit" and the adjustment to fair value of the intangible assets for Euro 2.2 million;
The adjustment to the H1 2024 "Profit for the period of the F.I.L.A. Group" was approx. Euro 4.3 million and principally concerns the above effects on the "Operating Profit", net of the tax effect of Euro 0.2 million.
2023 Adjustments:
The adjustments to the H1 2023 "Gross Operating Profit" concern non-recurring operating charges of Euro 3.0 million, regarding the organisational structure and company process efficiency project charges for Euro 1.9 million, extraordinary project costs and consultancy for Euro 0.9 million and the portion for the period concerning the medium/long-term"2022-2026 Performance Shares" incentive plan for Euro 0.2 million;
The adjustment of the "Operating Profit" was Euro 3.0 million, resulting from the aforementioned effects on the "Gross Operating Profit";
The adjustment to the H1 2023 "Profit for the period of the F.I.L.A. Group" was approx. Euro 2.4 million and principally concerns the above effects on the "Operating Profit", net of the tax effect of Euro 0.6 million.
In order to permit a more accurate assessment of the F.I.L.A. Group's financial performance and financial position, some alternative performance measures are presented alongside the conventional financial measures to the IFRS. Such alternative performance measures are not to be considered replacements for the IFRS-compliant measures. These measures are also tools used by the Directors to identify operating trends and for decision-making upon investments, the allocation of resources and other operative decisions. Alternative performance measures are not covered by IFRS and are therefore not comparable with similar performance and disclosure measures used in the financial statements of
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other entities.
These Alternative Performance Measures exclusively concern historical accounting data of the Group and are calculated in accordance with the Guidelines on Alternative Performance Measurement issued by ESMA on October 5, 2015 (2015/1415), as per CONSOB communication No. 92543 of December 3, 2015, the "ESMA Guidelines on Alternative Performance Measures (APMs)" issued on April 17, 2020 by the ESMA, and on October 28, 2022 in section 3 of the "European common enforcement priorities for 2022 annual financial reports".
The alternative performance measures used are illustrated below:
Gross operating profit or EBITDA: this is calculated the Profit for the Period, adjusted by the
following captions: (i) Total Income taxes, (ii) Amortisation, Depreciation and Impairment losses and
- the Financial Management Result. The F.I.L.A. Group uses this measure as an internal management target and in external presentations (for analysts and investors), as it is useful in measuring the overall operating performance of the F.I.L.A. Group.
The table below presents a reconciliation of the profit for H1 2024 and H1 2023 with the Gross Operating Profit or EBITDA:
Gross Operating Profit or EBITDA excluding net non-recurring charges and IFRS 16: this is
calculated as the Gross Operating Profit or EBITDA excluding the following effects: (i) Net non- recurring charges on the Gross Operating Profit or EBITDA, (ii) the IFRS 16 effects (Cost offset) and (iii) Non-recurring IFRS 16 charges.
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Gross Operating Profit or EBITDA excluding net non-recurring charges: this is calculated as the Gross Operating Profit or EBITDA excluding net non-recurringcharges on the Gross Operating Profit or EBITDA.
Reference should be made to the reconciliation of the two above-stated Alternative Performance Measures:
Operating Profit or EBIT: this is calculated as the "Operating Profit" directly derived from the consolidated income statement and corresponding to the "Gross Operating Profit or EBITDA", adjusted by the following captions: (i) Amortisation and Depreciation, (ii) Net impairment Gains (Losses) on Trade Receivables and Other Assets and (iii) Other Net Impairment Gains (Losses).
The following is a reconciliation between Gross Operating Profit or EBITDA and Operating Profit or EBIT:
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