RNS Number : 9738X
Burani Designer Holding N.V.
01 July 2008
BURANI DESIGNER HOLDING N.V.
Revised 2007 Financial Statements, 2007 Annual Report, AGM, Acquisition of 70% of DulciOliva, Acquisition of Gelosia, and Malia JV
Agreement
Burani Designer Holding N.V. (LSE AIM: BRDH) ("BDH") announces revised and audited consolidated financial statements for the year ended
31 December 2007. BDH also confirms that the 2007 Annual Report is now available and provides an update on the Annual General Meeting held
on 30 June 2008.
BDH continues to focus on the development of its Beachwear and Underwear, Wellness & Skin Care, and Food Design divisions as evidenced
by the acquisition of 70% of DulciOliva, 100% of Gelosia; the eighth and ninth acquisitions completed in the past eighteen months. In
addition, BDH has entered into an agreement to establish a Joint Venture with Malia Holding for the development of BDH Food Design in the
Middle East.
REVISED 2007 FINANCIAL STATEMENTS
On 27 May 2008, BDH announced its unaudited consolidated results for the year ended 31 December 2007 (the "BDH 2007 Unaudited Results"),
based also on the consolidation of the audited financial statements of its subsidiary Mariella Burani Fashion Group S.p.A. ("MBFG") and the
financial statements of other group entities.
As part of the audit of BDH, which was finalised on 30 June 2008, necessary changes were identified in the accounting treatment of
business combinations in 2006 and 2007. The main factors behind these changes are:
* The disposal of MBFG's multi-brand retail division, which was announced on July 2, 2007. In the BDH 2007 Unaudited Results an
incorrect accounting treatment was made with respect to the inclusion of the result of the disposal of MBFG's multi-brand retail division.
The required adjustment led to a reduction in the profit and loss account for the year ended 31 December 2007. However the total equity as a
result of the required adjustment remains unchanged; and
* Changes to the recognition of goodwill in 2006 with an increase in equity of EUR19.3m.
BDH confirms that there is no change to its net tangible asset position as at December 31, 2007 (as also shown in the previously
announced BDH 2007 Unaudited Results) and the final dividend is unchanged at EUR0.04 per BDH ordinary share.
The revised and audited consolidated results for BDH for the years ended 31 December 2007 and 2006 are set out below. Key highlighted
differences between these revised and audited consolidated results and the BDH 2007 Unaudited Results are as follows:
EURm, unless stated BDH 2007 Unaudited BDH 2007 Unaudited Audited 2007 Results
Results, IFRS basis Results,
pre-exceptional
Revenues 743.8 690.6 718.3
EBITDA 107.0 85.8 81.5
Depreciation & amortisation (28.7) (18.8) (28.7)
EBIT 78.3 67.0 52.8
PBT 47.2 n/a 21.6
Income tax (16.8) n/a (16.8)
Deferred tax 16.4 n/a 7.7
Profit before minorities 46.8 n/a 12.6
Minorities (35.4) n/a (19.2)
Net profit 11.4 n/a (6.6)
Dividend per share EUR0.04 n/a EUR0.04
Net tangible assets 24.5 n/a 24.5
Intangible assets 489.3 n/a 507.0
The unqualified audit report for BDH was presented by the auditors on 30 June 2008 and the revised consolidated results were approved by
the Board of Directors of BDH on 30 June 2008.
2007 ANNUAL REPORT
BDH also announces that its Annual Report and Accounts for the year ended 31 December 2007 will be posted to shareholders shortly and is
now available from the company's office at Olympic Plaza, Fred. Roeskestraat 123, 1076EE, Amsterdam, The Netherlands. Electronic copies are
now available on the company's website, buranidh.com.
AGM
BDH also confirms that at its Annual General Meeting, held on 30 June 2008, resolutions 2, 9 and 10 were duly approved. As announced on
24 June 2008, resolutions 3, 4, 5 and 6 will be presented at a further shareholders' meeting, the date of which will be announced shortly.
The remaining agenda items requiring a vote, resolutions 7 and 8, which relate to the approval of the 2007 Annual Report, have also been
deferred until this further shareholders' meeting.
THE ACQUISITION OF 70% OF THE SHARES OF DULCIOLIVA
BDH also announces that on 30 June 2008 it signed a binding contract for the acquisition of a 70% stake in the share capital of
Dulcioliva s.r.l. ("Dulcioliva"), based in Borgo San Dalmazzo (Cuneo), Italy, and active in the production and distribution of luxury
chocolate specialties and confectionery.
THE ACQUISITION OF 100% OF THE SHARES OF GELOSIA
BDH also announces that it has signed a binding contract for the acquisition of 100% of the share capital of Gelosia s.r.l ("Gelosia"),
an ice cream and coffee shop retailer, from Natfood s.p.a., a subsidiary of the Bioera Group, a company listed on the Expandi Market of the
Italian Stock Exchange and controlled by the Burani Family.
The acquisitions of 70% of Dulcioliva (luxury) and 100% of Gelosia (high-end) follow the acquisition in January 2008 of 50% of the
equity of Chocolat. These acquisitions are aimed at developing a complementary network of premium Italian ice cream boutiques (DOS and
Franchising) in Italy and abroad under the Chocolat, Dulcioliva, and Gelosia brands.
Both acquisitions will be carried out through the BDH group's recently established subsidiary, BDH Food Design s.r.l. BDH Food Design
is a specialised sub-holding whose aim is to extend the BDH group's reach to include the premium food and beverage sector, with the
objective of providing fine Italian foods (chocolate, ice creams, coffee), equipment (ice cream & coffee distribution machines), and
services (specialty ice cream boutiques) to wholesale and retail customers world-wide.
AGREEMENT TO ENTER INTO A JOINT VENTURE WITH MALIA HOLDING
BDH confirms that it has entered into a non binding memorandum of understanding with Malia Holding, a diversified Lebanese Group,
specialised in the production, marketing and sales of pharmaceuticals, cosmetics, fragrances, tobacco, food, and consumer products, for the
establishment of a joint venture aimed at developing a diversified luxury retail network in the Levant countries (Lebanon, Jordan, Iraq and
Syria): products to be sold through the joint venture will include the full range of apparel, leather goods and fine food products designed,
produced and marketed by BDH companies.
As far as fine foods are concerned, the joint venture with Malia Holding will focus on the development of the Chocolat and Gelosia ice
cream concepts, by opening and managing a chain of ice cream and coffee shops under the two brands in the Levant countries, starting from
Beirut where the first Chocolat ice cream shop is due to open in late summer 2008.
Giuseppe Gullo, Vice Chairman and Chief Financial Officer, commented: "Notwithstanding the revisions to the 2007 consolidated financial
statements, management's expectations of the 2008 results are not affected in any way. We are confident in our ability to sustain the growth
of the BDH group. Already, in the first three months of 2008, BDH realised strong organic revenue and profit growth, in line with management
expectations. We reiterate our commitment to meeting our dynamic growth objectives and to generating significant value for our
shareholders."
Revised and audited 2007 Financial Statements for the year ended 31 December 2007
Consolidated balance sheet - Assets
EUR/000
Per Audited 2007 Per BDH 2007 Unaudited
Results: Results:
ASSETS 12/31/07 12/31/06 12/31/07 12/31/06
Non current assets
Property, plant and equipment 73,105 62,280 73,105 62,280
Intangible assets 507,044 421,766 489,258 402,511
Investment property 1,664 1,664 1,664 1,664
Investments 34,960 13,606 34,960 13,606
Long term financial assets for 125 649 125 649
sale
Deferred tax assets 20,535 37,857 20,535 37,857
Other long term financial 4,500 242 4,500 242
receivables
Long term trade and other 12,324 17,729 12,324 17,729
receivables
Total 654,257 555,793 636,471 536,538
Current assets
Inventories 183,629 194,283 183,629 194,283
Short term trade and other 213,044 137,638 213,044 137,638
receivables
Current tax assets 29,907 20,333 29,907 20,333
Other short term financial 113,484 56,891 113,484 56,891
receivables
Short term financial assets 44,709 19,779 44,709 19,779
for sale
Negotiable securities 16,262 11,800 16,262 11,800
recognized at fair value
Cash and cash equivalents 73,488 58,016 73,488 58,016
Total 674,523 498,740 674,523 498,740
Total assets 1,328,781 1,054,533 1,310,995 1,035,278
Consolidated balance sheet - Liabilities
EUR/000
Per Audited 2007 Per BDH 2007 Unaudited Results:
Results:
SHAREHOLDERS' EQUITY AND 12/31/07 12/31/06 12/31/07 12/31/06
LIABILITIES
Share capital and reserves
Capital issued 3,780 41 3,780 41
Share premium reserve 125,939 6,262 125,939 6,262
Other reserves 174,575 173,758 148,816 165,674
Net income of the period (6,630) 16,551 11,414 16,919
Total 297,633 196,612 289,949 188,896
Minority interests 233,834 219,089 223,763 207,549
Total shareholders' equity 531,497 415,701 513,712 396,445
Non current liabilities
Long term loans and borrowing 187,341 227,623 187,341 227,623
Long term derivatives 164 543 164 543
Deferred tax liabilities 90,884 91,081 90,884 91,081
Post employment benefits 15,526 17,657 15,526 17,657
Long term provisions 3,753 1,865 3,753 1,865
Other non current liabilities 3,576 15,583 3,576 15,583
Total 301,244 354,352 301,244 354,352
Current liabilities
Short term trade and other 186,941 156,881 186,941 156,881
payables
Current tax liabilities 27,529 25,402 27,529 25,402
Short term loans and 280,019 100,622 280,019 100,622
borrowings
Short term provisions 1,549 1,576 1,549 1,576
Total 496,038 284,481 496,038 284,481
Total liabilities 1,328,781 1,054,533 1,310,995 1,035,278
Consolidated income statement
EUR/000
Per Audited 2007 Per BDH 2007
Results: Unaudited Results:
INCOME STATEMENT 12/31/07 12/31/06 12/31/07 12/31/06
Revenues 718,296 671,447 743,826 672,615
Change in inventory of 14,683 7,287 14,683 7,287
finished product and works in
progress
Raw materials and consumables 308,932 264,623 308,932 264,623
Cost of labor 97,710 94,258 97,710 94,258
Other operating expenses 244,820 196,733 244,820 196,733
81,517 123,120
EBITDA 107,047 124,288
Depreciation, amortization and 28,733 32,477 28,733 32,477
write-downs
EBIT 52,784
90,643 78,314 91,811
Financial income 6,139 3,435 6,139 3,435
Financial charges 36,605 27,601 36,605 27,601
Profit (loss) from foreign (682) 401 (682) 401
exchange transactions
Income from investments in 0 102 0 102
affiliated companies valued at
equity/result from associated
and joint ventures accounted
for using the equity method
Profit (loss) from assets to 0 0 0 0
be divested*
Pre-tax profit 21,637 66,979 47,166 68,147
Deferred tax (7,754) (6,967)
liabilities/assets (16,422) (6,967)
Income taxes 16,818 12,463
16,818 12,463
Net Profit for the year after 12,572 61,483 46,770 62,651
tax
Minority interests 19,202 44,932 35,357 45,732
Net profit for the year of the (6,630) 16,551
Group 11,414 16,919
Consolidated cash flow statement
Per Audited 2007 Per BDH 2007
Results: Unaudited Results:
12/31/07 12/31/06 12/31/07 12/31/06
Opening balance 38,427 36,517 38,427 36,517
Cash flows generated
(absorbed) by operating
activities
Pre tax profit (loss) 21,637 66,979 47,167 68,147
Depreciation and amortization 18,852 24,707 18,852 24,707
Net capital gains (losses) 0 201 0 201
from the disposal of property,
plant and equipment
Negative goodwill (6,209) 0 (6,209) 0
Net capital gains (losses) (10,538) (86,078) (27,400) (87,246)
from the disposal of non
current financial assets
Net change in provisions for 6,044 10,280 6,044 10,280
risks and employee benefits
Loss/income from equity 0 (102) 0 (102)
accounted investments
Net financial charges 6,456 6,212 6,456 6,212
TOTAL 36,241 22,199 44,909 22,199
Net change in working capital (12,758) (48,695) (12,758) (48,695)
Tax paid (16,818) (12,463) (16,818) (12,463)
Interest paid 24,673 17,774 24,673 17,774
TOTAL (4,903) (43,384) (4,903) (43,384)
Cash flow generated (absorbed)
by investing activities
Interest received (75) 0 (75) 0
Dividends received (4) (150) (4) (150)
Net change in:
- intangible assets (13,330) 30,622 (13,330) 30,622
- property, plant and (14,395) (15,472) (14,395) (15,472)
equipment
- financial assets (80,779) 86,221 55,249 86,221
TOTAL (108,582) 101,221 (83,053) 101,221
Cash flow generated (absorbed)
by financing activities
Change in share capital and 89,095 (6,011) 54,897 (6,011)
reserves
Proceeds from capital increase 0 0 0 0
Payment of finance lease (884) (476) (884) (476)
instalments (principal)
Receipt (repayment) of loans (21,292) (7,241) (21,292) (7,241)
Payment of dividends (8,780) (2,630) (8,780) (2,630)
Change in scope of 20,413 (42,179) 20,413 (42,179)
consolidation
TOTAL 78,552 (58,537) 44,354 (58,537)
Net cash flow for the period 1,307 21,499 1,307 21,499
Closing balance 39,734 58,016 39,734 58,016
Enquiries:
Burani Designer Holding N.V
Carol Brumer Daniela Zari
Investor Relations & Strategic Corporate
Development Communications
Via Montenapoleone, 2 Via Montenapoleone,3
Milano, 20129 ITALY Milano, 20129 ITALY
Tel: +39-(0)2-76420111 Tel:
Fax: +39-(0)2-781480 +39-(0)2-76015354
e-mail: Fax:
cbrumer@mariellaburani.com +39-(0)2)76009545
e-mail:
dzari@mariellaburani.
com
Lehman Brothers Tel: +44 20 7102 1000
Matteo Saviotti
Alexander Thomas
Citigate Dewe Rogerson - International Media/Analysts Tel: +44 20 7638 9571
www.buranidh.com
NOTES TO EDITORS
The BDH Group offers a complementary range of Italian lifestyle products and services to an international customer base. BDH operates in
the fashion apparel, leather goods and fashion jewellery businesses through its majority owned subsidiary, Mariella Burani Fashion Group
S.p.A. (MBFG), and beachwear, underwear and cosmetics through subsidiaries Arcte, Crisfer and Eurocosmesi. BDH recently extended the group's
reach into the internationally acclaimed Italian food and beverages industry through its acquisition of a controlling interest in Granulati
Italia SpA via the Group's subsidiary company BDH Food Design. BDH's business model focuses on the acquisition and integration of quality
Italian lifestyle businesses to create operating divisions able to benefit from scale and synergies between BDH Group companies.
This information is provided by RNS
The company news service from the London Stock Exchange
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