NOTES TO THE ANNUAL FINANCIAL STATEMENTS AND CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR 1999/2000 FOR ESCADA AG, MUNICH
A. GENERAL INFORMATION
The notes to the consolidated statements and the notes to the annual financial statements of the parent company have been combined in accordance with § 298 (3) HGB (Handelsgesetzbuch = German Commercial Code). Unless noted otherwise, the remarks apply to both sets of statements.
1. CONSOLIDATED GROUP
In addition to ESCADA AG, 45 companies were included in the consolidated group in accordance with §§ 300 ff HGB (full consolidation) for the consolidated financial statements.
|
|
Amount of
capital stock/nominal
capital in thousands |
|
Currency |
|
Share
belonging
to group
in % |
| ESCADA MUNICH |
|
|
|
|
|
|
| Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ESCADA (U.K.) Limited, London, U.K. |
|
100 |
|
GBP |
|
100.0 |
| ESCADA Beauté Ltd., London, U.K. |
|
2,000 |
|
GBP |
|
100.0 |
| ESCADA France S.A.R.L., Paris, France |
|
50,000 |
|
FRF |
|
100.0 |
| MONTAIGNE EXPANSION S.A., Paris, France |
|
250 |
|
FRF |
|
100.0 |
| ESCADA DEVELOPMENT S.A.R.L., Paris, France |
|
20,000 |
|
FRF |
|
100.0 |
| ESCADA Beauté Groupe S.A., Paris, France |
|
144,311 |
|
FRF |
|
100.0 |
| EDIPAR S.A.R.L., Paris, France |
|
70,000 |
|
FRF |
|
100.0 |
| ESCADA Monte Carlo S.A.M., Monte Carlo, Monaco |
|
10,000 |
|
FRF |
|
100.0 |
| ESCADA Italia S.r.l., Milan, Italy |
|
7,000,000 |
|
ITL |
|
100.0 |
| Grupo ESCADA España S.A., Manresa, Spain |
|
250,411 |
|
ESP |
|
74.9 |
| ESCADA Textilien-Vertriebsgesellschaft m.b.H., Vienna, Austria |
|
500 |
|
ATS |
|
100.0 |
| ESCADA Holding B.V., Amsterdam, Netherlands |
|
300 |
|
NLG |
|
100.0 |
| ESCADA Sweden Retail AB, Stockholm, Sweden |
|
250 |
|
SEK |
|
100.0 |
|
|
|
|
|
|
|
| Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Primera Damenkleiderfabrik, Aschheim |
|
50 |
|
DEM |
|
100.0 |
| Clasen-Beteiligungs GmbH, Berlin |
|
1,550 |
|
DEM |
|
100.0 |
| ESCADA BEAUTE Vertriebs GmbH, Aschheim |
|
50 |
|
DEM |
|
100.0 |
| ESCADA Textilvertrieb GmbH, Aschheim |
|
50 |
|
DEM |
|
100.0 |
|
|
|
|
|
|
|
| North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ESCADA (USA) Inc., New York, USA |
|
|
|
|
|
|
| - Common stock |
|
2,000 |
|
USD |
|
100.0 |
| - Preferred stock |
|
2,700 |
|
USD |
|
100.0 |
| B.E.M. Enterprises Ltd., New York, USA |
|
0.1 |
|
USD |
|
80.0 |
| ESCADA CANADA Inc., Toronto, Canada |
|
|
|
|
|
|
| - Common stock |
|
3,120 |
|
CAD |
|
90.0 |
| - Preferred stock |
|
2,980 |
|
CAD |
|
100.0 |
| ADIPAR Ltd., New York, USA |
|
0.01 |
|
USD |
|
100.0 |
| ESCADA Beauté Ltd., New York, USA |
|
1 |
|
USD |
|
100.0 |
|
|
|
|
|
|
|
| Asia |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ESCADA Korea, Ltd., Seoul, Korea |
|
372,000 |
|
KRW |
|
100.0 |
| ESCADA (Asia) Ltd., Hongkong |
|
526 |
|
HKD |
|
100.0 |
| ESCADA Retails (HK) Limited, Hongkong |
|
8,000 |
|
HKD |
|
100.0 |
| Primera (Asia) Ltd., Hongkong |
|
500 |
|
HKD |
|
100.0 |
| ESCADA Japan Co. Ltd., Osaka, Japan |
|
480,000 |
|
JPY |
|
100.0 |
| Laurèl Co. Ltd., Osaka, Japan |
|
5,000 |
|
JPY |
|
100.0 |
| Green Horse Co. Ltd., Tokio, Japan |
|
10,000 |
|
JPY |
|
100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PRIMERA MÜNSTER |
|
|
|
|
|
|
| Germany: |
|
|
|
|
|
|
| Primera Holding GmbH, Aschheim |
|
100 |
|
DEM |
|
90.1 |
| Primera AG, Münster 5,000 |
|
5,000 |
|
DEM |
|
90.1 |
| cavita fashion GmbH, Münster |
|
5,750 |
|
DEM |
|
90.1 |
| Apriori Textilvertriebsgesellschaft mbH, Münster |
|
4,000 |
|
DEM |
|
85.6 |
| La Mode Handelsgesellschaft mbH, Münster |
|
1,000 |
|
DEM |
|
90.1 |
|
|
|
|
|
|
|
| Foreign: |
|
|
|
|
|
|
| "Schneberger" Ges.m.b.H., Stadl-Paura, |
|
500 |
|
ATS |
|
90.1 |
| Schneberger Maroc S.A., Fes, Marokko |
|
17,500 |
|
MAD |
|
90.1 |
| Primera Maroc S.A., Fes, Marokko |
|
4,800 |
|
MAD |
|
90.1 |
| Primera Tunisie S.A., Ez-Zahara, Tunesien |
|
50 |
|
TND |
|
90.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| KEMPER, KREFELD |
|
|
|
|
|
|
| Germany: |
|
|
|
|
|
|
| Kemper GmbH, Krefeld |
|
7,550 |
|
DEM |
|
90.1 |
| Girell Fashion GmbH, Krefeld |
|
50 |
|
DEM |
|
90.1 |
| CERRUTI 1881 GmbH, Krefeld |
|
50 |
|
DEM |
|
90.1 |
|
|
|
|
|
|
|
| Foreign: |
|
|
|
|
|
|
| Cerruti 1881 Femme Limited, London, Großbritannien |
|
2,100 |
|
GBP |
|
90.1 |
| GUPER Fabrica de Confeccoes Lda., Trofa, Portugal |
|
30,000 |
|
PTE |
|
90.1 |
| Cruiter 24 S.A.R.L., Paris, Frankreich |
|
1,100 |
|
FRF |
|
90.1 |
| Kemper Vertrieb Ges.m.b.H., Parndorf, Österreich |
|
500 |
|
ATS |
|
90.1 |
Since the previous reporting year, twelve companies have left the consolidated group. Of those, the following no longer appear in the consolidated group because their assets were transferred to other companies in the group:
Liliane et Nicole S.A., SOCIETE NOVELLE TEIBU S.A., BORDEAUX EXPANSION S.A.R.L., CELLINI S.A., AUBERTIN S.A., VETEMENT OMNIUM DE GESTION D'UNE ENSEIGNE VOGUE S.A.R.L, NANTES-EXPANSION S.A.R.L., ESCADA España S.A., Creaciones Grau S.A., S.L.T. S.A, and Bernhard Schulte GmbH. ESCADA Palm Desert (Retail) Inc. is no longer an active company.
Newly included in the consolidated group are ESCADA Textilvertrieb GmbH and Kemper Vertriebs GesmbH.
The following companies and a German company for which the required information is not given in the notes on the basis of § 286 (3) P. 1 No. 2, 313 (3) HGB, were not included in the consolidated financial statements because of minor importance, particularly because of idle or minimal activity or the cessation of business activities, in accordance with § 296 (2) HGB:
ES-KÖ Mode GmbH, Düsseldorf ELC Handels- und Produktionsges.m.b.H., Budapest, Hungary Cerruti 1881 Ligne pour femme Inc., New York, USA ELC spol. s.r.l., Prague, Czech Republic ESCADA Hawaii Inc. i.L., Hawaii, USA Madrid Laurèl S.A. i.L., Madrid, Spain DLP Fragrances S.A.R.L., Paris, France Schneberger Tunisie S.A.R.L., Ez-Zahara, Tunisia
2. INVESTMENTS
The interests in ESCADA GENEVE S.A., Geneva, Switzerland (50 %), in E.J. Co., Ltd. i.L., Osaka, Japan (45 % common stock) and in HANBUL Cosmetics CO Ltd., Seoul, Korea (40 %) were not included in the consolidation at equity because of minor importance in accordance with § 311 (2) HGB.
BiBA Mode GmbH, Duisburg (49%) and another investment for which the required information, even with respect to the name and location, is not given in the notes on the basis of § 286 (3) P. 1 No. 2, 313 (3) HGB, are not consolidated at equity because of lack of significant influence.
The interest in FILUS Verwaltung GmbH & Co Mobilienleasing-OHG, Munich, is 19% (share of voting rights), in Kurt Neumann GmbH & Co., Berlin 5.1%, and in Herbert Clasen GmbH, Berlin 5.1%. ESCADA AG owns an interest of 0.2% in ESCADA-Shop-Handels Ges.m.b.H, Vienna, Austria.
3. REFERENCE DATE OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were prepared on October 31, 2000, the reference date for the financial year of the parent company ESCADA AG. The reference date for the consolidated statements is identical to the balance sheet reference dates of the companies included in the consolidated statements. Exceptions to this schedule are ESCADA Beauté Groupe S.A., Paris, France, ESCADA Beauté Ltd., New York, USA, ADIPAR Ltd., New York, USA, ESCADA Beauté Ltd., London, U.K., ESCADA Beauté Vertriebs GmbH, Aschheim, and EDIPAR S.A.R.L, Paris, France, for which interim closing statements were prepared for the balance sheet date.
4. ACCOUNTING AND VALUATION METHODS
The INTANGIBLE ASSETS purchased for money are shown at acquisition cost and are depreciated on a linear schedule based on the anticipated useful life of 3 to 5 years. Goodwill assets from the capital consolidation are depreciated over a useful life of 5 to 15 years. Intangible assets of little value are depreciated immediately.
Items of PROPERTY, PLANT, AND EQUIPMENT are valued at the cost of acquisition or production.
Property, plant, and equipment is depreciated in some cases on a linear schedule, in some cases on a declining basis, using the tax simplification tables, in accordance with the AfA tables applicable to taxes. Business assets of little value are fully depreciated in the year of acquisition.
The FINANCIAL ASSETS are always valued at acquisition cost. When necessary, they have been depreciated to the lower assumed value. If the reasons for retaining the lower valuation no longer exist, they are revalued upward to the assumed higher value.
RAW MATERIALS AND SUPPLIES and MERCHANDISE are valued at the acquisition cost. Items with reduced market viability are written down to the assumed lower value.
WORK IN PROCESS and FINISHED GOODS are valued at the cost of production. The production costs include both the individual costs and a share of the overhead costs for production, materials and administration. If the production costs of finished products are not covered by the anticipated sales proceeds to be received, special deductions are taken to allow loss-free valuation.
ACCOUNTS RECEIVABLE AND OTHER ASSETS are always reported at nominal value. Individual and lump sum valuation corrections are taken on trade payables for recognizable individual risks and for the general interest and credit risk. When determining the amount of valuation adjustment, consideration was given to the fact that the receivables are partially secured by merchandise credit insurance.
The shares of TREASURY STOCK are valued at their average cost of acquisition.
The item for DEFERRED CHARGES AND PREPAID EXPENSES pertains to a disagio and to deferred claims from various contractual relationships. The item will be released on a linear basis over time.
TAX PROVISIONS and the OTHER PROVISIONS cover all recognizable risks and uncertain liabilities on the basis of a cautious business assessment.
LIABILITIES are reported at their repayment value.
In other respects the PRINCIPLES OF VALUATION remain unchanged from the previous year.
5. UNIFORM VALUATION IN ACCORDANCE WITH § 308 HGB
The annual financial statements for subsidiary companies were prepared and incorporated into the consolidated statements in accordance with uniform accounting and valuation principles, making allowance for the items that are subject to the consolidation or to elimination of intermediate profits or losses, according to the laws governing the parent company. Adjustments were dispensed with if they were of minor importance for the consolidated statements.
6. PRINCIPLES OF CURRENCY CONVERSION
Receivable and payable items in foreign currencies are converted by ESCADA AG using monthly average rates.
Losses from changes in exchange rates are accounted for by revaluation at the price in effect on the balance sheet date. Where loans and claims against affiliated companies were hedged in foreign currencies, they have been reported at the hedging rate.
From the balance sheets of foreign subsidiaries the capital was converted at historic prices, other entries in the balance sheet at the rate for the reference date (official average rate) for October 31, 2000.
The average rates for the financial year were used to convert the items in the income statement. The annual results are converted at the rates for the reference date.
To the extent that they result from the conversion of the individual balance sheets, the conversion differences resulting from the use of different rates are reported in the balance sheet under the item for shareholders' equity. The conversion differences resulting from conversion of the income statements are posted under the operating income or expenses.
| Currency |
|
Reference
date rate
10/31/2000 |
|
Reference
date rate
10/31/1999 |
|
Average
rate
1999/2000 |
|
Average
rate
1998/1999 |
|
| 1 USD |
|
2.3269 |
|
1.8716 |
|
2.09238 |
|
1.81 |
| 1 CAD |
|
1.5197 |
|
1.2687 |
|
1.41533 |
|
1.21 |
| 1 GBP |
|
3.3721 |
|
3.0583 |
|
3.21402 |
|
2.93 |
| 1 TND |
|
1.5719 |
|
1.5652 |
|
1.55243 |
|
1.55 |
| 100 HKD |
|
29.8176 |
|
24.0818 |
|
26.8399 |
|
23.30 |
| 100 CHF |
|
128.6899 |
|
122.0106 |
|
124.49028 |
|
122.13 |
| 100 NLG |
|
88.7517 |
|
88.7517 |
|
88.7517 |
|
88.75 |
| 100 FRF |
|
29.8164 |
|
29.8164 |
|
29.8164 |
|
29.82 |
| 100 ESP |
|
1.1755 |
|
1.1755 |
|
1.1755 |
|
1.18 |
| 100 PTE |
|
0.9756 |
|
0.9756 |
|
0.9756 |
|
0.98 |
| 100 ATS |
|
14.2136 |
|
14.2136 |
|
14.2136 |
|
14.21 |
| 100 MAD |
|
20.8067 |
|
18.9518 |
|
19.8471 |
|
18.60 |
| 1.000 ITL |
|
1.0101 |
|
1.0101 |
|
1.0101 |
|
1.01 |
| 100 SEK |
|
23.026 |
|
22.5092 |
|
23.17068 |
|
21.94 |
| 100 JPY |
|
2.133 |
|
1.7837 |
|
1.96519 |
|
1.56 |
| 100 KRW |
|
0.2044 |
|
0.1548 |
|
0.18621 |
|
0.15 |
|
7. CAPITAL CONSOLIDATION
For first-time consolidation, the moment of acquisition was selected as the time of initial consolidation.
Capital consolidation in accordance with § 301 HGB For the fully consolidated Group companies, the capital consolidation was carried out according to the book value method (§ 301 (1) No. 1 HGB). For first-time consolidation the moment of acquisition is always selected as the time of initial consolidation.
The goodwill values are written off over 15 years in accordance with § 309 Par. 1 P. 2 HGB. The goodwill from the shares of Primera Tunisie S.A.R.L. newly acquired in the previous year is being written off over 5 years.
The differences in amounts of liability resulting from the capital consolidation are TDM 3,291 in the reporting year (previous year TDM 3,251). The increase of TDM 40 is the result of the first-time consolidation of Kemper Vertriebs GesmbH.
During this year an asset item in the amount of TDM 1,811 from changes in the consolidated group reduced the other earnings reserves in accordance with § 309 (1) P. 3 HGB. This is the result of the purchase of additional shares in ESCADA Japan Co. Ltd. (TDM 1,057) and in La Mode Handelsgesellschaft mbH (TDM 650), as well as the first-time inclusion of ESCADA Textilvertrieb GmbH (TDM 104).
Shares in the capital, open reserves and profit assigned to partners outside the group were listed on the liability side as an “adjusting item for the shares of the other partners in the amount of their share in the shareholders' equity.” This liability share of TDM 3,088 was the result of balancing liability-side “adjusting items” of TDM 5,931 with asset-side “adjusting items” of TDM 2,843.
|
B. INFORMATION AND EXPLANATORY NOTES TO THE BALANCE SHEET
1. FIXED ASSETS
The changes in fixed assets during the fiscal year are shown on the following pages. The low-value business assets are included as eliminations in the year of acquisition.
The structure of share ownership in the company is on file with the commercial register of Munich under HRB No. 74942.
|
|
Group |
|
ESCADA AG |
|
|
10/31/2000
TDM |
|
10/31/1999
TDM |
|
10/31/2000
TDM |
|
10/31/1999
TDM |
|
| Intangible assets |
|
97,476 |
|
103,459 |
|
9,430 |
|
8,652 |
| Property, plant and equipment |
|
166,564 |
|
138,249 |
|
24,390 |
|
26,707 |
| Financial assets |
|
31,253 |
|
32,054 |
|
305,471 |
|
224,424 |
| Fixed assets |
|
295,293 |
|
273,762 |
|
339,291 |
|
259,783 |
|
2. ACCOUNTS RECEIVABLE AND OTHER ASSETS
The accounts due from companies affiliated with ESCADA AG are in part accounts receivable for deliveries of merchandise. The same applies to the accounts due from other group companies.
Other assets include receivables in the amount of TDM 17,848 (for ESCADA AG: TDM 7,865) (tax rebate claims for 2000), which do not legally come into existence until after the balance sheet date because of the difference between the calendar year and the fiscal year.
For the consolidated group, TDM 5,081 (previous year TDM 6,978) of the other assets has a remaining term of more than one year.
|
|
Group |
|
ESCADA AG |
|
|
10/31/2000
TDM |
|
10/31/1999
TDM |
|
10/31/2000
TDM |
|
10/31/1999
TDM |
|
| Trade receivables |
|
266,552 |
|
255,931 |
|
24,115 |
|
30,634 |
| Accounts due from affiliated companies |
|
1,126 |
|
4,157 |
|
209,073 |
|
235,951 |
| Accounts due from other group companies |
|
17,556 |
|
38,113 |
|
13,168 |
|
34,785 |
| Other assets |
|
69,809 |
|
71,597 |
|
17,877 |
|
11,977 |
|
Accounts receivable
and other assets
|
|
355,043 |
|
369,798 |
|
264,233 |
|
313,347 |
|
3. DEFERRED CHARGES AND PREPAID EXPENSES
The item for deferred charges and prepaid expenses for ESCADA AG contains a disagio in the amount of TDM 1,762.
4. TREASURY STOCK
The company acquired the following shares of its own no-par-value stock in the period from the end of June to the end of October 2000:
|
|
|
|
Acquisition cost |
| 1999/2000 |
|
Number |
|
TDM |
|
| Common stock |
|
44,493 |
|
10,823 |
| Preferred stock |
|
32,526 |
|
6,814 |
|
|
77,019 |
|
17,637 |
|
The Executive Board decided in June 2000, to make use of the authorization given by the shareholders' meeting on May 5, 2000 to buy back stock, since it considered the market price of the ESCADA AG stock to be undervalued in view of the chances of growth.
Including the shares already purchased in the 1998/99 fiscal year, the company has acquired the following no-par-value shares:
|
|
|
|
Acquisition cost |
| 1999/2000 |
|
Number |
|
TDM |
|
| Common stock |
|
59,993 |
|
15,050 |
| Preferred stock |
|
43,326 |
|
9,716 |
|
|
103,319 |
|
24,766 |
|
The proportion of treasury common stock in the capital stock of the company is TDM 3,000 (3.88%); the proportion of treasury preferred stock in the capital stock is TDM 2,166 (2.80%).
5. DEFERRED TAXES
The deferral item of TDM 60,504 for deferred taxes in the consolidated balance sheet results on one hand from differences between the time of posting for the results under commercial law and the results under tax law in accordance with § 274 II HGB, as well as from adjustments of the consolidated closing statements for the subsidiary companies to match the uniform accounting and valuation rules of the group in accordance with § 274 II in combination with § 298 HGB (TDM 34,240). On the other hand, the deferred taxes are also a result of the consolidation postings according to § 306 Sentence 1 HGB (TDM 26,264).
The deferred taxes from the consolidation come from the elimination of internal profits within the group. The deferred taxes were determined on the basis of a tax rate of 50 %.
6. SHAREHOLDERS' EQUITY
a) Capital stock
The subscribed capital at October 31, 2000 is divided into:
825,512 shares of common stock and 722,112 shares of non-voting preferred stock in the form of no-par-value shares.
b) Authorized capital
As of October 31, 2000 the following capital was authorized (valid until April 30, 2003) TDM 20,000
New common or preferred stock can be issued one or more times, only in return for cash contributions.
c) Conditional capital TDM 7,500
The conditional capital increase through issuance of up to 75,000 bearer shares of common stock and of up to 75,000 bearer shares of non-voting preferred stock has been carried out to the extent that the holders of share options from the ESCADA 1998/99 share option plan, which were issued on the basis of the authorization granted on May 6, 1999, exercise their option right.
d) Earnings reserves
The shareholders' meeting on May 3, 2000 decided to transfer TDM 30,000 from net profit to other earnings reserves.
In addition, within the group TDM 63 were placed in the legal reserve and TDM 46 in the other earnings reserves by subsidiary companies. The change in the consolidated group reduced the legal reserves by TDM 35.
The amount of TDM 17,637 was taken from the other earnings reserves to establish a reserve for treasury stock.
In this reporting year, an asset-side amount of TDM 1,811 resulting from changes to the consolidation group changed the other earnings reserves in accordance with § 309 Par. 1 P. 3 HGB.
e) Net profit
The net profit of ESCADA AG includes a profit carryover of TDM 51,589.
The profit carryover from the 1998/99 fiscal year included in the consolidated net profit is TDM 104,105, after allowing for the change in currency parities.
7. SPECIAL RESERVES FOR THE YEAR
This special item was completely eliminated during the fiscal year.
8. PROVISIONS AND ACCRUED LIABILITIES
The provisions and accrued liabilities on the balance sheet date comprise the following:
|
|
Group |
|
ESCADA AG |
|
|
10/31/2000
TDM |
|
10/31/1999
TDM |
|
10/31/2000
TDM |
|
10/31/1999
TDM |
|
| Personnel costs |
|
22,090 |
|
19,863 |
|
6,291 |
|
8,415 |
| Accounts payable |
|
13,468 |
|
6,073 |
|
7,190 |
|
5,924 |
| Costs of closing and restoration |
|
11,396 |
|
2,163 |
|
590 |
|
1,143 |
| Other provisions |
|
33,184 |
|
30,307 |
|
7,398 |
|
8,390 |
|
|
|
|
|
|
|
|
|
| Sundry accruals |
|
80,138 |
|
58,406 |
|
21,469 |
|
23,872 |
| Tax provisions |
|
19,250 |
|
7,529 |
|
3,680 |
|
294 |
| Pension provisions |
|
2,340 |
|
1,555 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
Provisions and accrued liabilities
|
|
101,728 |
|
67,490 |
|
25,149 |
|
24,166 |
|
Included in the other provisions is the provision for returns and guarantee in the amount of TDM 9,509 (previous year TDM 10,238) in the consolidated statement (ESCADA AG: TDM 6,417; previous year TDM 6,206).
9. LIABILITIES
The accounts due to affiliated companies in the case of ESCADA AG are for the most part accounts payable for deliveries of goods.
The reported liabilities are not further collateralized, aside from the reservations of title, which are common in the industry.
SUMMARY OF LIABILITIES OF THE ESCADA GROUP AS OF 10/31/2000
|
|
Remaining term
up to one year
TDM |
|
Remaining term
between one
and five years
TDM |
|
Remaining term
of more than
five years
TDM |
|
Total amount
TDM |
|
| 1. Debentures |
|
0 |
|
295,583 |
|
0 |
|
295,583 |
| 2. Liabilities due to banks |
|
155,451 |
|
59,138 |
|
14,734 |
|
229,323 |
| 3. Trade payables |
|
103,501 |
|
493 |
|
0 |
|
103,994 |
| 4. Notes payable |
|
33,338 |
|
0 |
|
0 |
|
33,338 |
| 5. Accounts due to affiliated companies |
|
41 |
|
0 |
|
0 |
|
41 |
| 6. Other liabilities |
|
29,713 |
|
0 |
|
0 |
|
41 |
| Total |
|
322,044 |
|
355,214 |
|
14,734 |
|
691,992 |
|
SUMMARY OF LIABILITIES OF ESCADA AG AS OF 10/31/2000
|
|
Remaining term
up to one year
TDM |
|
Remaining term
between one
and five years
TDM |
|
Remaining term
of more than
five years
TDM |
|
Total amount
TDM |
|
| 1. Debentures |
|
0 |
|
295,583 |
|
0 |
|
295,583 |
| 2. Liabilities due to banks |
|
10,441 |
|
0 |
|
0 |
|
10,441 |
| 3. Trade payables |
|
31,490 |
|
0 |
|
0 |
|
31,490 |
| 4. Notes payable |
|
20,000 |
|
0 |
|
0 |
|
20,000 |
| 5. Accounts due to affiliated companies |
|
27,300 |
|
0 |
|
0 |
|
27,300 |
6. Other liabilities
* thereof for taxes:
TDM 100 (previous year TDM 1,545)
* thereof for social security:
TDM 190 (previous year TDM 224) |
|
6,962 |
|
0 |
|
0 |
|
6,962 |
| Total |
|
96,193 |
|
295,583 |
|
0 |
|
391,776 |
|
C. PARTICULARS OF THE INCOME STATEMENT
1. SALES
The sales - broken down geographically - are structured as follows:
| GROUP |
|
1999/2000
TDM |
|
1998/1999
TDM |
|
Change
% |
|
| Germany |
|
297,000 |
|
352,661 |
|
- 15.8 |
| Foreign |
|
1,295,836 |
|
1,096,900 |
|
+ 18.1 |
| Total |
|
1,592,836 |
|
1,449,561 |
|
+ 18.1 |
|
| ESCADA AG |
|
1999/2000
TDM |
|
1998/1999
TDM |
|
Change
% |
|
| Germany |
|
155,616 |
|
192,503 |
|
- 19.1 |
| Foreign |
|
506,738 |
|
465,610 |
|
+ 8.8 |
| Total |
|
662,354 |
|
658,113 |
|
+ 0.6 |
|
2. OTHER OPERATING REVENUES
The other operating revenues are structured as follows:
| Group |
|
1999/2000
TDM |
|
1998/1999
TDM |
|
Differenz
TDM |
|
| Elimination of provision |
|
2,385 |
|
7,067 |
|
- 4,682 |
| Exchange rate differences |
|
14,020 |
|
13,912 |
|
108 |
Elimination of valuation
correction for receivables |
|
4,743 |
|
8,280 |
|
- 3,537 |
| License revenues |
|
2,864 |
|
3,680 |
|
- 816 |
| Sale of fixed assets |
|
488 |
|
975 |
|
- 487 |
| Rental receipts |
|
573 |
|
1,326 |
|
- 753 |
|
Revenues from elimination
of accrual for rent
|
|
0 |
|
8,122 |
|
- 8,122 |
| Other revenues |
|
17,172 |
|
14,222 |
|
2,950 |
|
Other operating
revenues
|
|
42,245 |
|
57,584 |
|
- 15,339 |
|
|
|
|
|
|
|
|
ESCADA AG
|
|
|
|
|
|
|
|
|
Elimination of
valuation corrections
|
|
1,668 |
|
3,314 |
|
- 1,646 |
| Elimination of provision |
|
846 |
|
727 |
|
119 |
| Exchange rate differences |
|
3,636 |
|
8,136 |
|
- 4,500 |
| License revenues |
|
1,029 |
|
3,854 |
|
- 2,825 |
| Rental receipts |
|
759 |
|
790 |
|
- 31 |
|
Additions to financial
assets
|
|
11,382 |
|
2,673 |
|
8,709 |
| Other revenues |
|
2,740 |
|
3,901 |
|
- 1,161 |
|
Other operating
revenues
|
|
22,060 |
|
23,395 |
|
- 1,335 |
|
The revenues from additions to financial assets for ESCADA AG pertain to the reporting of an investment in an affiliated company where there is no longer any reason for retaining the lower valuation because of positive annual excesses in recent years and positive earnings expectations.
Other operating revenues include the retransfer of the special reserve item of TDM 444.
3. DEPRECIATION AND AMORTIZATION ON INTANGIBLE ASSETS AND PLANT, AND EQUIPMENT
The write-downs for the group came to TDM 48,761 for the fiscal year. The depreciation according to the summary of assets differs from the depreciation in the income statement by exchange rate differences in the amount of TDM 1, 818.
4. OTHER OPERATING EXPENSES
Other operating expenses comprise the following:
| Group |
|
1999/2000
TDM |
|
1998/1999
TDM |
|
Differenz
TDM |
|
| Costs of sales |
|
287,488 |
|
240,851 |
|
46,637 |
| Costs of space |
|
119,284 |
|
92,073 |
|
27,211 |
| Administrative costs |
|
61,782 |
|
62,297 |
|
- 515 |
| Depreciation |
|
14,582 |
|
11,096 |
|
3,486 |
| Collection costs |
|
14,259 |
|
14,180 |
|
79 |
| Incidental personnel costs |
|
13,819 |
|
11,938 |
|
1,881 |
|
Other taxes
|
|
6,572 |
|
5,570 |
|
1,002 |
| Other expenses |
|
54,316 |
|
51,544 |
|
2,772 |
|
Other operating
expenses
|
|
572,102 |
|
489,549 |
|
82,553 |
|
|
|
|
|
|
|
|
ESCADA AG
|
|
|
|
|
|
|
|
|
Costs of sales
|
|
101,398 |
|
85,894 |
|
15,504 |
| Costs of space |
|
25,087 |
|
24,899 |
|
188 |
| Administrative costs |
|
24,604 |
|
23,287 |
|
1,317 |
| Exchange rate differences |
|
10,856 |
|
13,584 |
|
- 2,728 |
| Collection costs |
|
10,966 |
|
11,877 |
|
- 911 |
|
Depreciation
|
|
1,311 |
|
3,579 |
|
- 2,268 |
| Incidental personnel costs |
|
4,702 |
|
4,726 |
|
- 24 |
| Operating costs |
|
8,115 |
|
8,575 |
|
- 460 |
| Other taxes |
|
11 |
|
193 |
|
- 182 |
| Other expenses |
|
6,377 |
|
8,286 |
|
- 1,909 |
|
Other operating
expenses
|
|
193,427 |
|
184,900 |
|
8,527 |
|
5. EXTRAORDINARY EXPENSES
The extraordinary expenses for ESCADA AG pertain to valuation corrections to receivables (TDM 12,531) and to expenditures for reorientation of the data processing system (TDM 2,600).
The expenses of losses from Primera Damenkleiderfabrik GmbH in the amount of TDM 22,048 include additional valuation corrections to accounts receivable in the amount of TDM 21,360.
The extraordinary expenses for the group totaling TDM 51,226 are made up of the following:
|
Structural measure, Kemper Group
|
TDM 4,927
|
|
Warranty payments, Neumann
|
TDM 13,000
|
|
Valuation correction to receivables
|
TDM 19,007
|
|
Logistics, USA
|
TDM 5,004
|
|
EDP, Germany
|
TDM 2,600
|
|
Various companies
|
TDM 6,688
|
|
TDM 51,226 |
Some of these items are expenses assigned to future fiscal years.
D. OTHER INFORMATION
1. FLOW OF FUNDS STATEMENT
|
|
10/31/2000
TDM |
|
| Annual net profit |
|
3,882 |
| Depreciation and amortization on fixed assets |
|
51,671 |
| Increase in long-term provisions |
|
187 |
| Extraordinary expenses not affecting payments |
|
32,007 |
| Other DVFA/SG adjustments |
|
- 7,228 |
|
|
|
| CASHFLOW |
|
80,519 |
|
|
|
| Increase in short-term provisions |
|
28,552 |
| Loss from the disposal of fixed assets |
|
2,721 |
| Increase in inventories, trade accounts receivable and other assets |
|
- 14,148 |
| Decrease in trade accounts payable and other liabilities |
|
- 193,457 |
|
|
|
| OUTFLOW OF FUNDS FROM CURRENT BUSINESS ACTIVITY |
|
- 95,813 |
|
|
|
Pay-ins from disposals of fixed assets
(residual book value of the eliminations,
plus profits and less losses from the asset disposal) |
|
6,466 |
| Payouts for investments in property, plant, and equipment |
|
- 54,476 |
| Payouts for investments in intangible fixed assets |
|
- 9,817 |
| Payouts for new shares in fully consolidated companies |
|
- 5,908 |
| Addition of liquid funds from first-time consolidation |
|
517 |
|
|
|
| OUTFLOW OF FUNDS FROM INVESTMENT ACTIVITY |
|
- 63,218 |
|
|
|
| Payouts to partners: dividends |
|
- 12,882 |
| Payouts to partners: dividends to third parties |
|
- 962 |
| Payouts for acquisition of shares of own stock |
|
- 17,637 |
| Repayment of loans |
|
61 |
| Payout of loans |
|
- 351 |
| Issuance of bond |
|
195,583 |
| Payouts from amortization of financial credits |
|
- 6,399 |
|
|
|
| INFLOW OF FUNDS FROM FINANCING ACTIVITY |
|
157,413 |
|
|
|
| Changes in financial resources affecting payments |
|
- 1,618 |
| Changes in value of financial assets due to exchange rates |
|
1,842 |
| Financial resources on hand at the beginning of the period |
|
22,813 |
|
Additional information on the flow of funds statement
Definition of the fund of financial resources
The fund of financial resources corresponds to the balance sheet item "Checks, cash on hand and in banks."
Significant business events not affecting payments
The extraordinary expenditures in the amount of TDM 51,226 include warranty payments and valuation corrections in the amount of TDM 32,007, which do not affect payments.
Acquisition of shares in companies
In the 1999/2000 fiscal year the remaining 20 % of ESCADA Japan Co. Ltd. was acquired. The purchase price was TDM 5,908, and was paid in cash.
2. REPORTING BY SEGMENTS
SEGMENT REPORTING FOR ESCADA GROUP
October 31, 2000 in TDM
|
|
ESCADA
COLLECTION |
|
SPORT
|
|
ACCESSORIES/
LICENSES |
|
BEAUTE
|
|
ESCADA
Total |
|
| Sales |
|
723,188 |
|
145,599 |
|
44,405 |
|
176,550 |
|
1,089,743 |
| Cost of materials |
|
230,661 |
|
51,829 |
|
16,555 |
|
67,485 |
|
366,531 |
| Gross profit |
|
492,527 |
|
93,769 |
|
27,850 |
|
109,065 |
|
723,213 |
| % of sales |
|
68 % |
|
64 % |
|
63 % |
|
62 % |
|
66 % |
| Other operating income |
|
13,255 |
|
2,849 |
|
6,244 |
|
2,426 |
|
24,775 |
| Expenses |
|
436,085 |
|
84,836 |
|
31,651 |
|
100,884 |
|
853,455 |
| EBIT |
|
69,698 |
|
11,782 |
|
2,444 |
|
10,608 |
|
94,532 |
|
SEGMENT REPORTING FOR ESCADA GROUP
October 31, 2000 in TDM
|
|
LAUREL
|
|
PRIMERA
|
|
KEMPER
|
|
Group
Elimination
and others |
|
Group
|
|
| Sales |
|
145,141 |
|
192,435 |
|
102,946 |
|
62,570 |
|
1,592,836 |
| Cost of materials |
|
58,581 |
|
103,119 |
|
49,027 |
|
26,182 |
|
603,440 |
| Gross profit |
|
86,560 |
|
89,317 |
|
53,919 |
|
36,388 |
|
989,396 |
| % of sales |
|
50 % |
|
46 % |
|
52 % |
|
58 % |
|
62 % |
| Other operating income |
|
4,756 |
|
3,082 |
|
4,262 |
|
5,370 |
|
42,245 |
| Expenses |
|
86,894 |
|
80,683 |
|
57,655 |
|
67,827 |
|
946,514 |
| EBIT |
|
4,423 |
|
11,715 |
|
527 |
|
- 26,069 |
|
85,127 |
|
3. CONTINGENCIES AND OTHER FINANCIAL OBLIGATIONS
In accordance with § 251 and § 268 Par. 7 HGB the following legal liabilities were noted:
October 31, 2000 in TDM
|
|
|
ESCADA AG
1999/2000
TDM |
|
Group
1999/2000
TDM |
|
ESCADA AG
Prev. year
TDM |
|
Group
Prev. year
TDM |
|
| 1. Notes payable |
|
|
5,513 |
|
14,243 |
|
18,593 |
|
23,494 |
* ESCADA AG: thereof to the benefit of affiliated companies:
TDM 0 (prev. year TDM 0) |
|
|
|
|
|
|
|
|
|
| 2. Liabilities from sureties and guarantees for notes and checks |
|
|
296,202 |
|
152 |
|
262,857 |
|
754 |
* ESCADA AG: thereof to the benefit of affiliated companies:
TDM 296,202 (prev. year TDM 262,857) |
|
|
|
|
|
|
|
|
|
| 3. Liabilities from warranty agreements |
|
|
89,310 |
|
15,537 |
|
91,185 |
|
18,773 |
* ESCADA AG: thereof to the benefit of affiliated companies:
TDM 81,810 (prev. year TDM 83,685)
* thereof to the benefit of other group companies:
TDM 7,500 (prev. year TDM 7,500) |
|
|
|
|
|
|
|
|
|
| 4. Liabilities from furnishing collateral for obligations of others |
|
|
0 |
|
2,257 |
|
0 |
|
2,146 |
* ESCADA AG: thereof to the benefit of affiliated companies:
TDM 0 (prev. year TDM 0) |
|
|
|
|
|
|
|
|
|
|
|
|
391,025 |
|
32,189 |
|
372,635 |
|
45,167 |
|
ESCADA AG has issued letters of intent on behalf of eight affiliated companies, with the intention of guaranteeing the future financial solvency of the companies. ESCADA AG has also made such a statement to an affiliated company on behalf of a third party.
The following other financial liabilities are significant and worthy of mention:
October 31, 2000 in TDM
|
|
|
ESCADA AG
1999/2000
TDM |
|
Group
1999/2000
TDM |
|
ESCADA AG
Prev. year
TDM |
|
Group
Prev. year
TDM |
|
| Liabilities from forward currency transactions |
|
|
196,934 |
|
204,242 |
|
155,724 |
|
117,922 |
| Liabilities from lease contracts |
|
|
12,735 |
|
74,322 |
|
17,865 |
|
82,762 |
* thereof coming due in 2000/0:
ESCADA AG: TDM 4,869 (prev. year TDM 7,497)
Group: TDM 13,866 (prev. year TDM 16,781) |
|
|
|
|
|
|
|
|
|
| Liabilities from rental agreements |
|
|
111,556 |
|
631,958 |
|
110,887 |
|
411,733 |
* thereof coming due in 2000/01:
ESCADA AG: TDM 20,370 (prev. year TDM 19,588)
Group: TDM 86,960 (prev. year: TDM 72,868) |
|
|
|
|
|
|
|
|
|
| Other liabilities |
|
|
0 |
|
2,345 |
|
0 |
|
795 |
* thereof coming due in 2000/01:
Group: TDM 1,971 (prev. year TDM 795) |
|
|
|
|
|
|
|
|
|
|
|
|
321,225 |
|
912,867 |
|
284,476 |
|
613,212 |
|
The purpose of the forward currency transactions was to hedge against currency risks of business operations and of the financing processes connected therewith.
The liabilities from forward currency transactions for ESCADA AG include forward currency transactions amounting to TDM 10,164 (previous year TDM 49,875) that were entered into on behalf of affiliated companies.
4. EXECUTIVE BOARD AND SUPERVISORY BOARD
EXECUTIVE BOARD
In accordance with the articles of incorporation, the Executive Board of the company consists of one or more members. The number of members of the Executive Board is determined by the Supervisory Board.
In addition to individual monitoring functions in associated companies, members of the board of management also occupy the following seats on legally constituted supervisory boards, advisory councils and comparable controlling bodies of business enterprises.
The Executive Board has included the following members since the year indicated:
WOLFGANG LEY
Salzburg, 1986 (Chief Executive Officer)
Advisory council of HypoVereinsbank AG, Munich
DR. GEORG KELLINGHUSEN
Munich, 2000
Regional advisory council of Deutsche Bank, Southern Germany
Verlag Neue Wirtschaftsbriefe, Herne
BEATE RAPP
Munich, 1995
JÜRGEN RICHTER
Munich, 1998
RICHARD SIMONIN
Neuilly sur Seine, France, 1999
FRANZ EGERMANN
Munich, 1998 (until November 2, 1999)
The compensation of the members of the Executive Board in the fiscal year amounted to TDM 3,579 (previous year TDM 5,289), including earnings of TDM 700 (previous year TDM 935) from subsidiary companies.
There is also a loan to a member of the Executive Board in the amount of TDM 1,200. This loan is subject to interest at 2 % over the base rate of the European Central Bank.
The members of the Executive Board receive partial payments of their profit sharing bonuses, which are settled against the final profit sharing claims.
SUPERVISORY BOARD
In accordance with the articles of incorporation, the Supervisory Board consists of twelve members. The following have been members of the Supervisory Board since the year indicated:
In addition to individual supervisory functions in investment interests of companies of which they are corporate agents, members of the Supervisory Board hold the following mandates in legally constituted supervisory boards, advisory boards, or similar controlling bodies of business enterprises.
PETER ZÜHLSDORFF
Darmstadt, 1997
Chairman
Managing Partner, DIH Deutsche Industrie Holding GmbH General Manager, Tengelmann Group, and Chairman of the Executive Board, Kaisers Kaffee AG GFK AG, Nuremberg TV Loonland AG, Munich Merck KGaA, Darmstadt Deutz AG, Cologne Triangle GmbH & Co. KG, Heppenheim The New Germany Fund, New York Russel Reynolds, Hamburg Melitta Group, Munich Diebels GmbH & Co KG, Issum
KARL-HEINZ SCHWEIGERT
Erding, 1992
Vice Chairman
Vice Chairman of the ESCADA AG Works Council, Chairman of the Group Works Council
FRANÇOIS BAUFUMÉ
Como, Italien, 1999
Chairman of the Executive Board, Ratti S.p.A.
DETLEF BIERBAUM
Cologne, 1991
Co-owner of the banking house Sal. Oppenheim jr. & Cie. KGaA AXA Colonia KAG, Cologne artemedia AG, Potsdam Douglas Holding AG, Hagen LVM Landwirtschaftlicher Versicherungsverein, Münster Tertia Handelsbeteiligungngsges. mbH, Cologne
KARIN BRAUN
Erding, 1992
Chairwoman of the ESCADA AG Works Council
DR. DIRK BUSSE
Meerbusch, 1992
Chairman of Management of Girmes GmbH member of the Advisory Council, IBENA Textilwerke Beckman GmbH & Co., Bocholt member of the Advisory Council, IKB Deutsche Industriebank AG, Düsseldorf member of the Supervisory Board, MOENUS Textilmaschinen AG, Mönchengladbach member of the committee of partners, TAG Textilausrüstungs-Gesellschaft Schroers GmbH & Co. KG, Krefeld Chairman of the Supervisory Board, TO Grundstücksverwaltungsgesellschaft Apolda AG, Apolda Vice Chairman of the SupervisoryBoard, Textilgruppe Hof AG, Hof/Saale member of the Advisory Council, Bischof + Klein GmbH & Co KG, Lengerich (since 2001) member of the Supervisory Board, Sametex spol. s.r., Kraslice (since December 2000) Chairman of the Board, Association of the Rhenish Textile Industry e.V., Wuppertal
DR. ROBERT DISSMANN
München, 1986
Attorney at Law and Certified Public Accountant member of the Advisory Council, FRIMO Group GmbH & Co., Lotte
HERLINDE IRL,
Erding, 1992
Head of Accounting
EDGAR ROSENBERGER
Hamburg, 1992
General Manager of IPURI GmbH Ludwig Beck AG, Munich Lambert GmbH, Mönchengladbach
MANFRED SCHALLMEYER
Frankfurt, 1992
Managing Director of IG Metall Triumph International AG, Munich Stihl AG, Aiblingen
HELGA SEHR
München, 1992
Secretary of IG Metall
Munich Administrative Office
Bosch AG, Munich
MARIA TEPPLER
Krefeld, 1997
Chairwoman of the Works Council of Kemper GmbH
The members of the Supervisory Board received total net compensation for the fiscal year 1999/2000 totaling DM 405,000 (previous year DM 405,000).
5. EMPLOYEES
The average number of employees working for ESCADA AG is as follows:
|
|
|
1999/2000 |
|
Previous year |
|
| Salaried employees |
|
881 |
|
892 |
| Industrial employees |
|
343 |
|
355 |
|
|
1,224 |
|
1,247 |
|
The average number of employees working for the ESCADA Group are as follows:
|
|
1999/2000 |
|
Previous year |
|
| Germany |
|
1,896 |
|
1,948 |
| Foreign |
|
2,451 |
|
2,255 |
|
|
4,347 |
|
4,203 |
|
|
|
1999/2000 |
|
Previous year |
|
| Sales |
|
1,800 |
|
1,656 |
| Production |
|
1,254 |
|
1,314 |
| Design |
|
377 |
|
394 |
| Shipping |
|
332 |
|
311 |
| Other |
|
584 |
|
528 |
|
|
4,347 |
|
4,203 |
|
|