On 31 March 2021, Moncler S.p.A. completed its acquisition of the entire share capital of Sportswear Company S.p.A., which owns the Stone Island brand, and its subsidiaries and associates. These companies became part of the scope of consolidation as of 1 April 2021.
We highlighted that, in the first quarter of 2021, the Group, in accordance with pre-existing agreements, acquired, from the local partner, the third tranche (equal to 29% of total share capital) of the partner s stake in Moncler Japan Corporation, bringing the percentage of ownership to 94.9%.
In the fourth quarter of 2021 Sportswear Company S.p.A. acquired 24.9% of Officina della Maglia S.r.l. from the minority shareholder, thus increasing its percent ownership to 100%. The liquidation process for Moncler Sylt Gmbh was also completed.
Please note that Moncler Korea Inc., Moncler Istanbul Giyim ve Tekstil Ticaret Ltd. sti. and Moncler Japan Corporation, are fully consolidated, same as in the previous periods, without attribution of interest to third parties, following to the accounting treatment of the agreements between the partners.
3.1 STONE ISLAND ACQUISITION
On 31 March 2021, Moncler S.p.A. acquired 100% of Sportswear Company S.p.A., the company that owns the Stone Island brand. The terms of the transactions are governed by a framework agreement signed between Moncler S.p.A., on one hand, and Rivetex S.r.l., on the other, (a company referable to Carlo Rivetti, owner of a stake equal to 50.10% of Sportswear Company S.p.A. s capital) and other shareholders of Sportswear Company S.p.A., referable to the Rivetti family, owners of a stake equal to 19.90% of Sportswear Company S.p.A. s capital.
In the 9-month period ended 31 December 2021, the Stone Island Group generated revenue of EUR 221.9 million (EUR 310.0 million from the beginning of the year) and a profit of EUR 45,0 million (EUR 62.0 million from the beginning of the year).
If the acquisition had taken place on 1 January 2021, Group consolidated revenues would have been equal to EUR 2,134.2 mil- lion and the consolidated profit for the year would have been equal to EUR 410.5 million. In calculating the aforementioned amounts, it was assumed that the fair value adjustments at the acquisition date would have been the same even if the acquisition had taken in place on 1 January 2021.
CONSIDERATION TRANSFERRED The table below shows the fair value of the components of the con- sideration transferred as at the acquisition date:
(Euro/000) Cash 574,999 Equity instruments (n. 15,330,166 ordinary shares) 575,001 Total consideration transferred 1,150,000
EQUITY INSTRUMENTS ISSUED The fair value of the ordinary shares issued is based on the com- pany s market price as at 31 March 2021, which was EUR 37.51 per share.
ACQUISITION-RELATED COSTS In 2021 the Group incurred costs related to the acquisition and the associated share capital increase of EUR 4.3 million. They in- clude legal and notary costs, due diligence, financial advisor, fairness opinion and tobin tax costs, of which EUR 3.6 million rec- ognised in the caption general and administrative expenses and EUR 0.7 million recorded in shareholders equity as they pertain to the capital increase.
PURCHASE PRICE ALLOCATION The amounts relating to the allocation of the excess price are sum- marized below.
(Euro/000) Total consideration transferred 1,150,000 Equity acquired (129,015) Excess price 1,020,985 Brand 775,454 Order Backlog 20,226 Deferred tax liabilities (221,995) Goodwill 447,300 Purchase Price Allocation 1,020,985
The amounts of the shareholders equity acquired and those de- riving from the Purchase Price Allocation are detailed below.
(Euro/000) Equity acquired Purchase Price Total consideration Allocation transferred Goodwil 535 447,300 447,835 Brand 0 775,454 775,454 Order Backlog 0 20,226 20,226 Other intangible assets 5,246 0 5,246 Tangible assets 21,930 0 21,930 Right of use assets 65,018 0 65,018 Net working capital 76,132 0 76,132 Net financial position 28,124 0 28,124 Lease liabilties (66,272) 0 (66,272) Deferred tax assets/(liabiities) 9,533 (221,995) (212,462) Other current/non current (10,819) 0 (10,819) assets/(liabilities) Third party equity (412) 0 (412) Total 129,015 1,020,985 1,150,000
Following the Purchase Price Allocations, in addition to the net identifiable assets of EUR 702.7 million, goodwill of EUR 447.3 million was recorded, calculated as a residual value.
FAIR VALUE MEASUREMENT The valuation methods used to determine the fair value of the main assets acquired are set out below.
Assets acquired Evaluation method Brand Royalty Relief Method, on the basis of which flows are associated with the recognition of a royalty percentage applied to the amount of revenue that can be generated by the trademark. The valuation is based on the assumption of an indefinite useful life of the asset. Order Backlog Multi excess earnings Method, which considers the present value of net cash flows that are expected from customer orders already in the portfolio at the acquisition date, excluding flows related to Contributory Assets Charges.
Deferred tax liabilities were calculated on the net identifiable as- sets arising from the Purchase Price Allocation (Brand and Order Backlog) considering a tax rate of 27.9%.
The Purchase Price Allocation was prepared by the company Moncler S.p.A. with the support of a leading consulting company.
On 30 December 2021, following the partial demerger of Sportswear Company S.p.A. in favour of Moncler S.p.A., the lat- ter was assigned the assets of Sportswear Company S.p.A. rep- resented by the Stone Island brand and the set of assets and contracts that compose the Style and Marketing divisions.
This transaction has no effect on the Group s consolidated financial and economic results.
CONSOLIDATED FINANCIAL STATEMENTS124 125CONSOLIDATED FINANCIAL STATEMENTS MONCLER GROUP
2021