PRESS RELEASE Maastricht-Airport, the Netherlands July 30, 2014 HALF-YEAR REPORT 2014 Significant turnover growth Fashion (up 10.1%) and clear improvement in underlying operating performance Increase in turnover Macintosh with € 25.8 million (up 6.8%) to € 405.4 million. Fashion core1 outperforms shoe market with a 12.4% increase in turnover; brick-and-mortar sales up 9.0% and online sales up 47.5%. Lower turnover Living with upward trend in Q2. New financing package of € 180 million lays solid foundation for further execution of Rebalancing for Profitable Growth strategy 1. “Core” refers to the 768 stores in Fashion as specified in the Rebalancing for Profitable Growth strategy, plus the online/cross-channel activities. Frank De Moor, CEO: “Over the past few years, we have worked hard to build the new Macintosh cross-channel proposition. Strong shoe formats with appealing offerings and online and brick-and-mortar stores form the heart of this proposition. What we have been able to establish recently is that both online and offline customers are responding well to the changes that were initiated. Our growth figures were strong and we managed to realise a historical high market share of 12.9% in “shoes” in the Dutch shoe market." Kurt Staelens, CEO as of 1 August 2014 “Because of the developments in turnover and earnings we have seen over the past months, I am confident that our Rebalancing for Profitable Growth strategy is based on the right priorities. The recently announced new financing package will help us to continue our strategic course with vigour, allowing us also to fully capitalise on the momentum of rising consumer confidence." 1. Turnover from core activities up 8.5%, rising by € 29.0 million to € 370.1 million Offline1 Total H1 14 H1 13 H1 14 H1 13 H1 14 H1 13 H1 14 H1 13 Fashion core 286.2 254.6 258.5 237.3 24.2 16.4 3.5 0.9 Living core 83.9 86.5 82.3 85.0 1.6 1.6 0 0 Total core 370.1 341.1 340.8 322.3 25.8 18.0 3.5 0.9 Non-core 35.3 38.5 35.3 38.5 0 0 0 0 405.4 379.6 376.1 360.8 25.8 18.0 3.5 0.9 Total turnover 1 2 Cross-channel2 Turnover (in € millions) Online Offline Turnover from own brick-and-mortar stores and wholesale (the latter to a limited extent). Turnover from all sales channels other than own brick-and-mortar stores, subdivided by: (a) purely online sales via Intreza, own online stores operated by the formats and third-party online platforms; and (b) offline sales via concessions, shops-in-shops and other partnerships with third parties. Macintosh Retail Group NV – Amerikalaan 100, 6199 AE Maastricht-Airport - + 31 (0)43-3280780 www.macintosh.nl -1- Turnover Fashion core up 12.4% (i.e. € 31.6 million of which € 2.9 million was attributable to currency effects), reaching € 286.2 million, thanks to higher sales conversion rates and a rise in average ticket amount. Turnover Fashion NL was up 13.3%, Fashion UK 18.0% (excluding currency effect 13.9%) and Fashion BeLux was up 4.2%. Turnover Fashion core in brick-and-mortar stores up 9.0% (up € 21.2 million) to € 258.5 million. Online turnover Fashion rose by 47.5% (up € 7.8 million), landing at € 24.2 million. In all markets but in the Netherlands and the UK in particular, Fashion clearly outperformed the shoe market, offline as well as online. Developments in turnover Shoes, exclusive of clothing, accessories, etc. 1 2 The Netherlands1 Belgium1 UK1 Market MRG Market MRG Market MRG Value Total 2.1% 21.8% 3.3% 5.8% 2.0% 11.8% Volume Total - 0.3% 17.5% - 0.3% 4.7% - 2.1% 2.2% Price Total 2.5% 3.7% 3.7% 1.0% 4.1% 9.4% Value Offline2 - 1.9% 19.2% 0.4% 4.8% - 0.2% 10.5% Value Online2 28.1% 53.5% 35.1% 42.9% 9.7% 46.5% Market data from GfK Netherlands and Belgium through May; UK (Kantar) from December 23, 2013 to June 8, 2014. Macintosh figures are for comparable periods. Macintosh figures at aggregate level are comparable with market sources on a one-on-one basis, but the division between online/offline is not. Turnover Living (Kwantum) core was down € 2.6 million (– 3.2%), showing a clear positive trend in Q2, in a home decoration market which, according to Statistics Netherlands (CBS), contracted by 2.0%. Kwantum realised a higher market share in its core groups wall and window coverings and flooring. 2. Operating EBIT EBIT (in € millions) H1 14 H1 13 - 8.1 - 10.7 0.7 1.2 - 3.7 - 1.4 - 11.1 - 11.0 - 2.1 - 2.0 Operating EBIT - 13.2 - 13,0 Exceptional items2 - 14.3 - 2.3 EBIT - 27.5 - 15.3 Fashion core Living core Other1 Operating EBIT core Operating EBIT non-core 1 2 Group expenses not directly attributable to the segments. See explanation in annex. The operating EBIT of Macintosh was on the level of H1 2013, but was underlying clearly better because of incidental effects in H1 2013 (as announced in half-year report 2013) having a positive impact of € 3.9 million in that year. Macintosh Retail Group NV – Amerikalaan 100, 6199 AE Maastricht-Airport - + 31 (0)43-3280780 www.macintosh.nl -2- The underlying operating EBIT of Fashion was in H1 2014 € 4.1 million better. Excluding the incidental effect of € 1.5 million in H1 2013, the operating EBIT of Fashion was € 2.6 million better in H1 2014. A higher absolute gross margin compensated higher sales-supporting expenditures (as foreseen in Rebalancing for Profitable Growth). A higher relative gross margin partially compensated pressure on turnover at Kwantum. The operating EBIT of Kwantum core was positive (€ 0.7 million) but € 0.5 million lower than in H1 2013. In the operating EBIT of the non core stores in H1 2014 a release was made of € 6.0 million of the provision (H1 2013: € 6.7 million). 3. Store evolution As part of the Rebalancing for Profitable Growth programme, 54 stores were added to the list of 103 non-core stores in mid-April 2014. A cautious approach was taken to closing non-core stores in H1 2014 because of the cash effects in anticipation of the refinancing. 13 non-core stores were closed in H1 2014. 4. Net result Macintosh Net result (in € millions) H1 14 H1 13 EBIT - 27.5 - 15.3 Finance costs - 3.0 - 1.2 Income tax expense - 0.7 + 3,3 - 31.2 - 13.2 - - 4.1 - 31.2 - 17.3 Net result on continuing operations Net result on discontinued operations1 Total net result 1 2013: operating result and transaction result from Halfords (sold on June 30, 2013). Finance costs were € 1.8 million higher, of which € 0.9 million was due to the higher liquidity requirement and related increase in interest payable while € 0.9 million was due to other effects. The net effect of exceptional items on the net result was - € 14.3 million. 5. Cash flows and ratios (in € millions) June 30, 2014 June 30, 2013 - 26.9 - 12.4 Capex - 5.2 - 5.3 Net debt 80.1 59.5 Net debt/EBITDA ratio2 4.4 1.8 Interest coverage ratio2 7.2 11.2 Operating cash flow 1 2 1 2013: excluding Halfords. According to bank definitions Macintosh Retail Group NV – Amerikalaan 100, 6199 AE Maastricht-Airport - + 31 (0)43-3280780 www.macintosh.nl -3- In H1 2014, the operational cash flow decreased by € 14.5 million on H1 2013 due to, on balance, planned expenditures on product availability and appealing assortments as defined in Rebalancing for Profitable Growth (- € 12.1 million), taxes (- € 6.2 million) and operational efficiencies. As a consequence net debt was up € 20.6 million on H1 2013. The net debt/EBITDA ratio and the interest coverage ratio remained within the bandwidths adopted in February 2014. The EBITDA floors agreed with the bank were achieved as well. 6. Refinancing A new financing package totalling € 180 million was agreed with majority shareholders and the banks in mid-July 2014. New shares (10%) have already been issued (proceeds: € 19.5 million). The details of the subordinated structured loan by shareholders in the sum of € 20 million and the new financing (roll-over facility) by the banking consortium of € 140 million will be fleshed out by the end of September 2014 (for a description of key conditions, see the annexe). The new financing package offers a solid foundation for the further implementation of the Rebalancing for Profitable Growth strategy. The current view is that the finance costs will be higher by about € 2 million in 2014 than they were in 2013 due, in particular, to the higher liquidity requirement and the related increase in interest rate. The new financing arrangements will have a minor impact in 2014. The step-up in finance costs for 2015 is expected to amount to about € 2 million mainly as a result of the effects of the new financing arrangements. 7. Outlook for H2 2014 Consumer confidence and spending are showing an upward trend. The second half of the year is traditionally the most important for Macintosh with usually a higher turnover and a substantially better operating EBIT than in the first half of the year. Although it is not a given that turnover will grow at the same pace as in H1, turnover from core stores is expected to be higher in H2 than in the same period in 2013. The relative cost increases in H2 2014 are expected to be less than in H1 2014 because of the fact that actions were already implemented in H2 2013. The secured refinancing offers the opportunity for accelerated implementation of store closures and other measures from Rebalancing for Profitable Growth. About 35 stores are expected to be closed in H2 2014. Cost reduction programmes will be worked out to bring about structural cost cuts of approximately € 10 million per year with effect from 2016. Despite the fact that the Managing Board is clearly confident, no pronouncements are made about operating EBIT for H2 2014. Managing Board Responsibility Statement The semi-annual figures have not been audited. The Managing Board hereby declares that (a) the halfyear financial statements give a true and fair view of the assets, liabilities, financial position and earnings of Macintosh Retail Group NV and those of its consolidated entities, and (b) the half-year report 2014 gives a true and fair view of developments in the first half of 2014. In the Managing Board's opinion, the internal control structure provides reasonable assurance that the financial reports are free of material misstatement. Macintosh Retail Group NV – Amerikalaan 100, 6199 AE Maastricht-Airport - + 31 (0)43-3280780 www.macintosh.nl -4- No key events occurred or transactions were conducted in the first half of 2014 that had a significant impact on the risks incurred by Macintosh Retail Group. The Fashion and Living segments in which Macintosh Retail Group operates continue to be sensitive to cyclical movements and dependent on consumer confidence. In a difficult market, this potentially results in commercial and market risks over which Macintosh Retail Group has only limited control. Maastricht-Airport, the Netherlands, July 30, 2014 The Managing Board of Macintosh Retail Group NV The semi-annual figures, which will be presented during the analysts' meeting to be held today, will be available on www.macintosh.nl from 9:30 a.m. For more information, please contact: +31 (0)43-3280728 T.L. Strijbos (CFO) This press release is also available on the website of Macintosh Retail Group NV: www.macintosh.nl Should different interpretations arise between the Dutch and the English version of this press release, the Dutch language version prevails Macintosh wants to offer all consumers wishing to buy shoes or home decorations a unique offline and online shopping experience, focusing on convenience, service and emotion combined with familiar brands, excellent collections and customer knowledge, to exceed the expectations of customers, and to ensure customers will return to one of our store formats for their next purchase. Macintosh has over 1,000 stores in the Benelux and the UK. Fashion comprises around 900 shoe stores operating under the brands Brantano, Dolcis, Invito, Jones Bootmaker, Manfield, PRO 0031, Scapino and Steve Madden in the Benelux and the UK. Living consists of around 110 Kwantum home decorations stores in the Netherlands and Belgium. Macintosh Retail Group NV – Amerikalaan 100, 6199 AE Maastricht-Airport - + 31 (0)43-3280780 www.macintosh.nl -5- Annexe to half-year report 2014 MACINTOSH RETAIL GROUP NV Remark: - The half-year figures have not been audited. Condensed consolidated income statement for the first half-year (in millions of euros) Note* Continuing operations Net turnover first half 2014 Excluding exceptional items Exceptional items first half 2013 Total Excluding exceptional items Exceptional items Total 405.4 - 405.4 379.6 - 379.6 Cost of sales Gross margin on turnover - 199.0 - - 199.0 - 185.7 - - 185.7 206.4 - 206.4 193.9 - 193.9 As a percentage of turnover 50.9% 50.9% 51.1% 3/6a Selling expenses 51.1% - 173.6 - - 173.6 - 167.0 - - 167.0 - 46.0 - - 46.0 - 39.9 - - 39.9 Total expenses - 219.6 - - 219.6 - 206.9 - - 206.9 As a percentage of turnover - 54.2% - 54.2% - 54.5% General administrative expenses - 54.5% Other operating expenses 5 - - 14.3 - 14.3 - - 2.3 - 2.3 Operating result 3 - 13.2 - 14.3 - 27.5 - 13.0 - 2.3 - 15.3 - 6.8% - 3.4% As a percentage of turnover - 3.3% Financial income and expense - 4.0% - 3.0 - - 3.0 - 1.2 - - 1.2 - 16.2 - 14.3 - 30.5 - 14.2 - 2.3 - 16.5 - 0.7 - - 0.7 2.8 0.5 3.3 - 16.9 - 14.3 - 31.2 - 11.4 - 1.8 - 13.2 - - - - 4.0 - 0.1 - 4.1 Net result - 16,9 - 14.3 Net result attributable to holders of ordinary - 16,9 - 14.3 shares * The numbers refer to the notes on page 5 and further of this annexe. - 31.2 - 15.4 - 1.9 - 17.3 - 31.2 - 15.4 - 1.9 - 17.3 Result before taxation Income tax expense 6b Net result on continuing operations Net result on discontinued operations Earnings per share first half-year* (in euros) first half 2014 first half 2013 Net result attributable to holders of ordinary shares - Total - 0.66 - 0.56 - 1.22 - 0.60 - 0.08 - 0,68 - Continuing operations - 0.66 - 0.56 - 1.22 - 0.45 - 0.07 - 0,52 - - - - 0.15 - 0.01 - 0.16 Diluted earnings attributable to holders of ordinary shares - Total - 0.66 - 0.56 - 1.22 - 0.60 - 0.08 - 0,68 - Continuing operations - 0.66 - 0.56 - 1.22 - 0.45 - 0.07 - 0,52 - - - - 0.15 - 0.01 - 0.16 - Discontinued operations - Discontinued operations Weighted average number of shares outstanding (x 1,000) 25 532 25 441 Diluted number of shares outstanding (x 1,000) 25 532 25 441 * Per-share information based on number of shares after share issue in July 2014. 1 Condensed consolidated balance sheet (in millions of euros) Assets 30.06.2014 31.12.2013 30.06.2013 35.6 114.6 61.5 0.0 6.4 4.4 222.5 35.3 114.0 68.6 0.0 6.4 4.7 229.0 34.9 113.4 71.5 0.0 6.5 2.9 229.2 221.1 17.1 0.2 10.8 249.2 216.5 20.5 27.5 264.5 201.3 24.1 0.5 21.3 247.2 Total 471.7 493.5 476.4 Equity and liabilities Equity attributable to shareholders of the company As a % of balance sheet total 165.2 194.4 188.8 35.0% 39.4% 39.6% 30.8 0.2 26.7 0.1 57.8 29.8 0.2 27.4 0.4 57.8 35.3 76.8 1.0 27.1 0.6 140.8 89.8 0.9 9.5 147.2 1.3 72.0 0.9 11.2 155.5 1.7 2.7 0.2 8.2 135.2 0.5 248.7 241.3 146.8 471.7 493.5 476.4 90.9 80.1 73.1 45.6 80.7 59.5 Non-current assets Intangible assets Goodwill Property, plant and equipment Investment in associates Loans to associates Other financial assets Current assets Inventories Receivables Derivative financial instruments Cash and cash equivalents Note* 7a 7b 7c 7d 8 Non-current liabilities Provisions Long-term borrowings Finance lease obligations Other non-current liabilities Derivative financial instruments Current liabilities Current account overdrafts with credit institutions Other interest-bearing debts Current portion of provisions Other current liabilities Derivative financial instruments 7d 7d Total Interest-bearing debt Net debt * 7e The numbers refer to the notes on page 5 and further of this annexe. 2 Consolidated statement of changes in equity for the first half-year (in millions of euros) Total Issued capital Share premium Unrealised exchange differences Unrealised hedge gains and losses Retained earnings1 Net result At January 1, 2013 210.7 9.7 4.0 - 1.0 - 1.8 325.8 - 126.0 Changes in first half-year 2013: Net result Other comprehensive income Income tax effect Total comprehensive income - 17.3 - 0.2 - 0.2 - 17.7 - - - 1.6 - 1.6 1.4 - 0.2 1.2 - - 17.3 - 17.3 Equity settled share-based payments Appropriation of result 0.4 - - - - - 0.4 - 126.0 126.0 Dividend distribution for 2012 in cash Total of other changes - 4.6 - 4.2 - - - - - 4.6 - 130.2 126.0 188.8 9.7 4.0 - 2.6 - 0.6 195.6 - 17.3 Total Issued capital Share premium Unrealised exchange differences Unrealised hedge gains and losses Retained earnings Net result At January 1, 2014 194.4 9.7 4.0 - 2.2 - 1.7 196.7 - 12.1 Changes in first half-year 2014: Net result Other comprehensive income Income tax effect Total comprehensive income - 31.2 2.0 - 0.2 - 29.4 - - 1.1 1.1 0.9 - 0.2 0.7 - - 31.2 - 31.2 0.2 0.2 - - - - 0.2 - 12.1 - 11.9 12.1 12.1 At June 30, 2013 Equity settled share-based payments Appropriation of result Total of other changes At June 30, 2014 165.2 9.7 4.0 - 1.1 - 1.0 184.8 - 31.2 1 Including - € 4.2 million actuarial gains and losses. As from January 1, 2013 no distinction is made between cumulative actuarial gains and losses and retained earnings. Consolidated statement of comprehensive income for the first half-year (in millions of euros) Net result for the period Other comprehensive income: Net change in cash flow hedges Income tax effect Exchange gains and losses on investments in associates Comprehensive income to be reclassified to profit or loss in subsequent periods first half 2014 first half 2013 - 31.2 - 17.3 0.9 - 0.2 0.7 1.4 - 0.2 1.2 1.1 - 1.6 1.8 - 0.4 Share of comprehensive income of associates Total comprehensive income - 29.4 - 17.7 Attributable to holders of ordinary shares - 29.4 - 17.7 3 Condensed consolidated cash flow statement for the first half-year (in millions of euros) Note* first half 2014 first half 2013 - 30.5 - 16.5 Cash flow from ordinary activities Income tax (payment) refund 3.0 18.4 - 14.1 - 1.7 0.2 - 24.7 - 2.2 1.2 10.8 - 2.4 - 2.0 - 7.8 0.3 - 16.4 4.0 Cash flow from operating activities: - Continuing operations - Discontinued operations - 26.9 - - 12.4 - 1.7 - 26.9 - 14.1 Result on continuing operations before taxes Adjusted for: - finance revenue and costs - depreciation, amortisation and impairment - gains/losses on non-current assets sold - changes in working capital - changes in provisions - other Net cash flow from operating activities Investments in fixed assets Disposals of fixed assets - 5.2 - - 5.3 3.8 Cash flow from investing activities: - continuing operations - discontinued operations - 5.2 - - 1.5 - 5.3 Net cash flow from investing activities - 5.2 8b - 6.8 Balance of borrowings (repayments) Interest received on loans to associates Dividends paid Staff options exercised Interest paid 17.7 0.2 0.1 - 2.6 33.8 - 4.6 0.1 - 1.4 Cash flow from financing activities: - continuing operations - discontinued operations 15.4 - 27.9 1.9 Net cash flow from financing activities * 8a 15.4 29.8 Change in net cash and cash equivalents - 16.7 8.9 Cash and cash equivalents at January 1 27.5 12.4 Cash and cash equivalents at June 30 10.8 21.3 8c The numbers refer to the notes on page 5 and further of this annexe. 4 Notes to the 2014 half-year figures of Macintosh Retail Group NV 1. General All amounts are in millions of euros. Macintosh Retail Group NV’s registered office is in Maastricht, the Netherlands. Its place of business is located at Amerikalaan 100, 6199 AE Maastricht-Airport, the Netherlands. The half-year figures relate to the period January 1 through June 30. 2. Accounting policies In line with the 2013 financial statements, the 2014 half-year figures have been drawn up in accordance with the International Financial Reporting Standards (IFRS) adopted by the European Union. By drawing up the half-year figures, the same accounting policies have been applied as used in the 2013 annual report, apart from the changes resulting from new and/or amended standards and interpretations referred to below. The half-year is a brief report; it does not contain all the information and disclosures required for full-year financial statement. The half-year report should therefore be read in conjunction with the 2013 financial statements. This half-year report has been draw up in accordance with IAS 34 “Interim Financial Reporting”. New and amended standards and interpretations applied to the half-year figures The following new and/or amended standards and interpretations relevant to Macintosh Retail Group were applied for the first time in the half-year report for 2014: IFRS 10: Consolidated financial statements This is a new standard that supersedes IAS 27 in part and SIC 12 in full. This new standard contains a new definition of “control”, but will not impact Macintosh's financial position or earnings given that Macintosh only has wholly owned subsidiaries. IFRS 11: Joint Arrangements This is a new standard replacing IAS 31 and SIC 13, containing rules on the recognition of joint control. Macintosh Retail Group currently has no joint arrangements with other entities. IFRS 12: Disclosure of Interests in Other Entities This is a new standard containing detailed rules on disclosure of all types of interests in other entities. The standard only affects disclosures, but has no impact on Macintosh's financial position or earnings. IAS 32: Financial Instruments: Presentation (revised) The revision concerns a clarification of one of the netting requirements, i.e. that of ”a legally enforceable right to set off recognised amounts”. The revision does not affect Macintosh's financial position or earnings as at June 30. IAS 36: Impairment of Assets (revised) As a result of the introduction of IFRS 13, the disclosure requirement for net realisable value goes beyond what was envisaged. The revision has been amended in this regard. 5 IAS 39: IFRIC 21: The revision does not affect Macintosh's financial position or earnings, but it may have an impact on its disclosures. Financial Instruments: Recognition and Measurement (revised) This revision concerns an amendment of the standard to include novation of over-thecounter derivatives and continuing designation for hedge accounting. The amendment allows for the continuation in certain circumstances of hedge accounting upon novation of a hedging instrument. The revision does not affect Macintosh's financial position or earnings. Levies This interpretation provides clarity as to the timing of the recognition of a government levy. This interpretation not only covers accounting for a liability to pay a levy if that liability is within the scope of IAS 37, but also addresses accounting for a liability to pay a levy whose timing and amount is certain. This clarification has a minimal effect on Macintosh's financial position or earnings. New and amended standards and interpretations applicable to future accounting periods The following new and/or amended standards and interpretations may become applicable to Macintosh Retail Group in future accounting periods: IFRS 9: Financial Instruments (financial year 2018, not yet endorsed by the EU) This is a new standard that will eventually supersede IAS 39. Phase 1 concerns an entirely new framework for classifying and measuring financial instruments. The amendment will affect classification, but not measurement. IFRS 15: Revenue from Contracts with Customers (financial year 2017) This is a new standard that will eventually supersede IAS 18, IAS 11, SIC 31, IFRIC 13 and IFRIC 18. The standard introduces a five-step plan for recognising revenue from contracts with customers; it is set to have a particularly significant effect on the timing and amount of revenue recognition. This revision will have virtually no effect on Macintosh's financial position or earnings. IAS 19: Employee Benefits (July 1, 2014, not yet endorsed by the EU) This amendment concerns the timing of the recognition of employee or third-party contributions to defined benefit plans. This revision is not expected to affect Macintosh's financial position or earnings. Improvements in IFRSs Cycle 2010-2012 and cycle 2011-2013 (published in December 2013) The IASB published two annual improvement cycles to its standards and interpretations in December 2013, with a view to removing inconsistencies and clarifying wordings. The improvements are effective for accounting periods beginning on or after July 1, 2014. IFRS 2: Share-based Payment This improvement concerns the tightening of the definition of “vesting condition”, which provides clarity as to the correlation between performance conditions and the service condition. This clarification will have a minimal effect on Macintosh's financial position or earnings. IFRS 3: Business Combinations The improvement brings two clarifications, i.e.: - contingent considerations that are presented as an asset or liability should be subsequently measured at fair value at each period end. 6 IFRS 8: IFRS 13: IAS 24: 3. - a change in scope so that joint arrangements are not in scope of this standard. This improvement will be implemented as appropriate. Operating Segments These improvements are: - a broadening of disclosures relating to the assessment management has made with respect to aggregation criteria. - a clarification of the disclosures on reconciliation of the total of reportable segment assets to the entity's total assets. This improvement will be applied. Fair Value Measurement: The improvement brings two clarifications, i.e.: - measurement of short-term receivables and payables with no stated interest rates. They can be held at invoice amounts when the effect of discounting is immaterial. - broadening of the exception for portfolios (Section 52). This broadening relates to all contracts recognised in accordance with IAS 39 or IFRS 9. This improvement will not affect Macintosh's financial position or earnings. Related-party Disclosures This improvement clarifies that a management entity, providing key management personnel services to a reporting entity, qualifies as a related party. This improvement will not affect Macintosh's financial position or earnings. Segment information For management purposes, the group is divided into segments, based on products delivered and services provided. The division leads to the following operating segments for reporting purposes: Fashion Fashion comprises stores for the fashion segment, mainly chain stores that sell shoes, some of them clothing as well. Living The Living sector comprises stores for home furnishing and decoration. The segments reported on are aggregates of operating segments that satisfy the criteria specified in IFRS 8. 7 Turnover and operating result by operating segment for the first half-year (In millions of euros) first half 2014 Fashion Living Non-allocated Total according to income statement Turnover Operating result excluding exceptional items Exceptional items Operating result including exceptional items 315.8 - 10.6 - 13.7 - 24.3 89.6 0.9 - 0.9 - - 3.5 - 0.6 - 4.1 405.4 - 13.2 - 14.3 - 27.5 Finance revenue and costs - 3.0 Result before taxes - 30.5 Income tax expense - 0.7 Net result on continuing operations - 31.2 Net result on discontinued operations - Net result according to income statement - 31.2 first half 2013 Fashion Living Non-allocated Total according to income statement Finance revenue and costs Turnover Operating result excluding exceptional items Exceptional items Operating result including exceptional items 286.8 - 13.0 - 2.3 - 15.3 92.8 1.4 - 1.4 - - 1.4 - - 1.4 379.6 - 13.0 - 2.3 - 15.3 - 1.2 Result before taxes - 16.5 Income tax expense 3.3 Net result on continuing operations Net result on discontinued operations Net result according to income statement - 13.2 - 4.1 - 17.3 There are no transactions between operating segments. The item “Non-allocated” operating results relates to all results not directly attributable to the segments. Such results are those generated by businesses that do not meet the IFRS 8 definition of an operating segment. As financing activities and tax management are conducted at group level, finance income and expense, as well as tax items, are not allocated to individual segments. Operating assets by operating segment Operating assets by operating segment do not materially differ from those presented in the financial statements for 2013. 8 4. Seasonal factors Seasonal patterns can be distinguished in the retail markets relevant to Macintosh Retail Group. Under normal circumstances, turnover as well as the related operating result for the second half of the year, particularly the fourth quarter, is higher than that for the first half. 5. Exceptional items The Rebalancing for Profitable Growth action programme was initiated following the completion of the strategy survey in the first quarter of 2014. One of the priorities of this programme is the planned sale/closure of an additional 54 stores, mainly involving Scapino Belgium (which will be divested entirety) and Dolcis. An amount of € 7.3 million was added to the provision for onerous contracts in the first half of the year. In addition, impairment losses of € 2.9 million and € 5.1 million were recognised on these stores' assets and inventories respectively so that they are now carried at their recoverable amounts. Several non-core stores were closed in in the first half of 2014 in such a cash-efficient manner that € 1.5 million of the provision formed for this purpose could be left untouched. This surplus has been released to the result in the column “Exceptional items”. Because they are exceptional in nature, these income and expense items are shown separately in the column "Exceptional items". Of the provisions totalling € 40.3 million disclosed in the balance sheet as at June 30 (long-term and shortterm provisions combined), € 25.8 million related to onerous contracts. Movements in this provision were as follows in the first half of 2014: At January 1 Applied Surplus closed stores Added Currency exchange differences At June 30 25.5 - 6.0 - 1.5 7.3 0.5 25.8 Exceptional items in an amount of - € 14.3 million could be broken down as follows as at June 30, 2014: Release of surplus closed stores Added to provision for stores to close Impairment of assets of stores to close/to divest Impairment of inventories of stores to close/to divest Consulting fees for strategy research Total exceptional items 1.5 - 7.3 - 2.9 - 5.1 - 0.5 - 14.3 9 6. Notes to various items included in the consolidated income statement a) Net turnover The net turnover from continuing operations mainly relates to turnover from goods sold. b) Taxes The income tax expense for the first half of 2014 is € 0.7 million (H1 2013: an income item of € 2.8 million). The expense item for 2014 is due to tax losses being incurred by a number of tax groups in 2014, which – as things look now – are not expected to be utilizable against future profits. In addition, a number of other (foreign) group companies have posted profits for tax purposes, which are subject to current corporate income tax. 7. Notes to various items included in the balance sheet a) Loans to associates This concerns long-term loans in the sum of € 6.4 million, € 1.5 million of which has been subordinated, that were issued to Halfords Nederland BV in 2013. The loans, which will fall due on December 31, 2018, are subject to interest at a rate of Euribor + 3%. The loans were initially recognised at fair value. b) Inventories Inventories at € 221.1 million (2013: € 201.3 million) relate almost entirely to goods for retailing. The increase was due in particular to a deliberate attempt at improving the availability of inventories. The impairment of inventories where their net realisable value is less than their carrying amount is set out below: (in millions euros) As at January 1 Impairment of inventories of stores to close/to divest Addition charged to the income statement Utilisation As at June 30 30.06.2014 30.06.2013 7.9 5.1 4.3 - 3.2 14.1 8.9 4.6 - 4.0 9.5 The impairment loss at June 30, 2014 includes an additional impairment loss of € 5.1 million, which relates to the closure/divestment of stores. c) Receivables This item includes a short term receivable from Halfords Nederland in the sum of € 0.1 million. d) Derivative financial instruments The capitalised amount of € 0.2 million for short-term derivative financial instrument relates entirely to forward exchange contracts. The total of € 1.4 million of long-term and short-term financial derivatives that is recognised as a liability comprises both interest rate derivatives (€ 0.7 million) and forward exchange contracts (€ 0.7 million). 10 e) Interest bearing debt In accordance with the financial statements for 2013, interest-bearing borrowings are fully recognised within current liabilities. For details on the increase, see the notes to the cash flow statement. The total bank facility amounted to € 160 million, € 89.8 million of which had been drawn at June 30, 2014. At year-end 2013, new arrangements were made with the banks with regard to: Relaxation of the net debt/EBITDA ratio at June 30, 2014 to lower than 4.50 (actual first half of 2014: 4.40). Relaxation of the interest coverage ratio at June 30, 2014 to higher than 4.50, based on EBITDA (actual first half of 2014: 7.21) and to higher than 5.0 for the remaining term of the facility. Introduction of a quarterly EBITDA floor in 2014. The targets were achieved in the first half of 2014 Lowering of the credit facility to € 125 million for the second half of 2014. No securities have been provided for these facilities. Moreover, group companies have undertaken not to encumber their assets. Arrangements for a new financing package have already been made. For details, see Note 9 of this report (Events after the reporting date). 8. Notes to the consolidated cash flow statement The cash flows from continuing operations in 2014 versus those in 2013 are set out below. a) Cash flow from operating activities Net cash used in operating activities increased by € 14.5 million compared to the first half of 2013 due in particular to expenditures on product availability and appealing product offerings (€ 12.1 million), taxes (- € 6.2 million) and an improvement of operations. b) Cash flow from investing activities Net cash used in investing activities stood at € 5.2 million and is comprised of regular capital expenditures (2013: € 5.3 million). The sale of properties yielded a cash flow of € 3.8 million in 2013. c) Cash flow from financing activities Net cash from financing activities was at € 15.4 million (2013: € 27.9 million). The drop by € 12.5 million was primarily attributable to fewer loans being contracted (€ 16.1 million) and a dividend distribution (- € 4.6 million) in 2013. 11 9. Events after balance sheet date Refinancing In mid-July 2014, Macintosh reached agreement with its majority shareholders and banks on structural refinancing in the second half of 2014. The outlines of the package are as follows. - Issue of 2.4 million new shares. These shares were issued in July 2014; this has resulted in an increase in equity by a gross amount of € 19.5 million. The net amount of the increase (exclusive of issue-related costs) is estimated at € 19.2 million. - The majority shareholders have undertaken to issue a € 20 million structured loan that will be subordinated to the banks and will fall due on February 1, 2018 at the latest. The loan will be repaid from the planned sale of Kwantum. The interest rate for the first 18 months is Euribor + 6%, payable in cash. After 18 months, the interest rate will be increased to 7%; the interest will be credited to the loan (PIK) and paid upon expiry of the term to maturity. - The banks have undertaken to issue a € 140 million structural loan via a two-part roll-over facility. Tranche A comprises € 125 million and will fall due on January 1, 2018. Tranche B, which will run from January 1, 2015 to June 30, 2016, comprises € 15 million and is designed to finance peaks in working capital. - The interest rate on both tranches A and B is based on Euribor. Tranche A comes with an additional margin of up to 4.5%, with a usual downward adjustment of the margin based on the leverage ratio. Tranche B comes with a margin of 9.0% as long as the outstanding amount is higher than € 7.5 million and of 6.0% as soon as this amount drops below € 7.5 million. Arm's length securities will be provided for the loans. Dividend distributions will be permitted as soon as the leverage ratio is lower than 2.0 on a structural basis. The current view is that the finance costs directly associated with the bank and shareholder loans will be higher by about € 2 million in 2014 than they were in 2013 due, in particular, to the higher liquidity requirement and the related increase in interest rate. The new financing arrangements will have a minor impact in 2014. The step-up in finance costs for 2015 is expected to amount to about € 2 million mainly as a result of the effects of the new financing arrangements. Recap of arrangements: Loan Falling due on Subordinated loan February 1, 2018 Tranche A January 1, 2018 Tranche B January 1, 2015 to June 30, 2016 Amount € 20 million € 125 million € 15 million Interest Note Euribor + 6% (cash) first 18 months Euribor + 7% (PIK) after 18 months Up to Euribor + 4.5% (cash) depending on grid Euribor + 9% (cash) Euribor + 6% (cash) principal > € 7.5 million principal < € 7.5 million 12
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