No. 69
COMPANY ANNOUNCEMENT
26 February 2013
GROUP REVENUE WAS DKK 6,652 MILLION. EBITDA MARGIN WAS 24.9%. NET PROFIT WAS DKK 1,202 MILLION. FREE CASH FLOW WAS DKK 1,151 MILLION.
The reported full year figures in this report are slightly better than anticipated, but adversely impacted by the effect from the stock balancing campaign launched on 21 February 2012.
Financial GUIDANCE for 2013
PANDORA expects revenue for 2013 to be above DKK 7.2 billion and expects an EBITDA margin above 25%.
PANDORA expects CAPEX to be around DKK 300 million and expects an effective tax rate of approximately 19%.
During 2013 PANDORA expects to open approximately 150 Concept stores.
Board of directors evaluation of CAPITAL STRUCTURE
As previously communicated theBoard of Directors has analysed what it believes to be an optimal capital structure for the Company, including making a decision on how to distribute surplus capital to the shareholders. The outcome of this analysis is a combination of a change in dividend policy as well as the initiation of a share buyback programme.
The Board of Directors has previously targeted an average dividend pay-out ratio of approximately 35% of the consolidated net profit for the year defined in accordance with IFRS. Going forward, the Board of Directors aims to maintain a stable and then increasing nominal dividend per share, using the dividend for 2011 of DKK 5.50 per share as the reference point.
In addition and taking the above into account, the Board of Directors will, on an on-going basis, determine whether any surplus capital should effectively be distributed through share buyback programmes or as an extraordinary dividend in order to reach an optimal capital structure, which the Board of Directors, at this point in time, view as a NIBD/EBITDA ratio of 0-1x on 12 months rolling basis.
This policy and PANDORAs ability to distribute surplus capital to the shareholders will be dependent upon, amongst other things, the availability of sufficient distributable reserves, the Company's financial condition, results of operations, capital requirements and such other factors as the Board of Directors may deem relevant.
Share buyback programme for 2013.
The Board of Directors of PANDORA has decided to launch a share buyback programme in 2013 (the "Programme"), under which PANDORA expects to buy back its own shares up to DKK 700 million. According to of the decision made at the Extraordinary General Meeting held on 17 September 2010, PANDORAs Board is until 17 September 2015 authorised to acquire own shares on behalf of the Company with a total nominal value of up to 10 % of PANDORAs share capital (the "Authorisation"). The Programme will end no later than 31 December 2013. The purpose of the share buy-back is to reduce PANDORAs share capital and to meet obligations arising from employee share option programmes. The Board of Directors intends to propose to PANDORAs shareholders at the Annual General Meeting in 2014 that PANDORAs share capital be reduced by the shares purchased under the Programme. PANDORA may also use the shares purchased under the Programme to meet obligations arising from employee share option programmes. Deducting existing treasury shares (182,925), the net obligation at 31 December 2012 was 925,198 shares.
The Programme is being implemented in accordance with the provisions of the European Commission's regulation no. 2273/2003 of 22 December 2003 ("safe harbour"), which protects listed companies against violation of insider legislation in connection with share buybacks.
PANDORA has appointed Nordea Bank Danmark A/S ("Nordea") as Lead Manager of the Programme. Nordea will, under a separate agreement with the Company, buy back shares on behalf of PANDORA and make trading decisions in respect of PANDORA shares independently of and without influence from PANDORA.
PANDORA may terminate the Programme at any time. In the event such decision is taken, PANDORA shall give notice thereof, and Nordea shall consequently no longer be entitled to buy shares on behalf of PANDORA.
The majority shareholder, Prometheus Invest ApS, has undertaken to participate in the Programme on a pro rata basis, in order to secure that the current free float percentage is not reduced. The participation is planned so that Prometheus Invest ApS on each day of trading will sell a number of PANDORA shares at the volume weighted average purchase price of the shares purchased under the Programme in the market on the relevant day of trading.
The Programme will be implemented under the Authorisation and the following framework:
On a weekly basis the Company will issue an announcement in respect of transactions made under the Programme.
CEO Bjørn Gulden, said:
"2012 was a year of re-setting the business. We started the year with two major initiatives: realigning the products and prices and improving the quality of stock with our retailers by replacing slow moving items with best sellers. After a difficult first half where we worked hard on implementing these initiatives, it is encouraging to see the positive developments in Q3 and Q4 2012.
The new innovative products at commercial prices launched in 2012 have sold in and out very well. The retailers have reacted very positively to our stock balancing programme and we can now see that their stock have improved, both in terms of quality and value compared to a year ago.
The sales-out has improved in all major markets and we are especially pleased to see the development in Australia and the UK. The US has continued to perform well. The German market has improved in sales-out but it will take more time and consistent execution until we improve our sales-in.
The Asian strategic review is continuing, the first result of this being that we have changed our distributor in Japan.
We are continuing to invest in new markets and have in 2012 seen a very positive development in markets like Russia, Italy and France.
The results achieved in 2012 is a confirmation of the strength of the PANDORA brand, our positioning in the segment for branded affordable luxury jewellery — as well as a solid verification of our highly cash generative business model. The latter is also the reason why the Board of Directors and Management feel comfortable with increasing our pay-out ratio significantly at the same time as we are initiating a share buyback programme up to DKK 700 million in order to pay back excess cash to our shareholders."
Annual report 2012 and Q4 financial statement
A full version of PANDORAs Annual Report 2012 has been released today and is available for download in the investor section of www.pandoragroup.com.
Financial highlights for Q4 2012 are presented as an appendix to this release.
CONFERENCE CALL
A conference call for investors and financial analysts — hosted by CEO Bjørn Gulden and CFO Henrik Holmark — will be held today at 10.00 CET and can be accessed from our website:www.pandoragroup.com. The corresponding presentation will be available on the website one hour before the call.
The following numbers can be used by investors and analysts:
DK: +45 3272 7625
UK (International): +44 (0) 1452 555 566
US: +1 631 510 7498
To help ensure that the conference begins in a timely manner, please dial in 5 minutes prior to the scheduled starting time. Participants will have to quote confirmation code 97986776 when dialling into the conference.
ABOUT PANDORA
PANDORA designs, manufactures and markets hand-finished and modern jewellery made from genuine materials at affordable prices. PANDORA jewellery is sold in more than 70 countries on six continents through over 10,300 points of sale, including approximately 900 Concept stores.
Founded in 1982 and headquartered in Copenhagen, Denmark, PANDORA employs over 6,000 people worldwide of whom 4,000 are located in Gemopolis, Thailand, where the company manufactures its jewellery. PANDORA is publicly listed on the NASDAQ OMX Copenhagen stock exchange in Denmark. In 2012, PANDORAs total revenue was DKK 6.7 billion (approximately EUR 893 million). For more information, please visitwww.pandoragroup.com.
CONTACT
For further queries, please contact:
Morten Eismark, VP Group Investor Relations
Phone +45 3673 8213
Mobile +45 3045 6719
APPENDIX — Q4 2012
HighlightS in q4
GROUP REVENUE WAS DKK 2,174 MILLION. EBITDA MARGIN WAS 24.6%. NET PROFIT WAS DKK 421 MILLION.
Revenue development IN Q4 2012
Total revenue increased by 11.4% to DKK 2,174 million in Q4 2012 from DKK 1,952 million in Q4 2011. Revenue was positively impacted by the generation of a larger proportion of revenue in Owned & Operated stores (including online revenue), strong revenue development in the UK, Other Europe and Australia as well as a positive impact from currencies. Revenue was negatively affected by the development in Germany, delivery of Valentine's Day collection in Q1 2013 instead of historically in the fourth quarter and a provision for buying backinventory in connection with the change of distributor in Japan.
Excluding foreign exchange movements, revenue increased by 6.9% consisting of price decreases
(-3.8 percentage point), volume (14.1 percentage point), market mix (1.3 percentage point) and mix effects (-4.7 Percentage point).
The geographical distribution of revenue in Q4 2012 was 43.2% for the Americas (45.2% in Q4 2011), 44.4% for Europe (39.9% in Q4 2011) and 12.4% for Asia Pacific (14.9% in Q4 2011).
Based on data from Concept stores, which have been operating for 12 months or more, like-for-like sales-out in PANDORAs four major markets have experienced a positive development in Q4 2012, which PANDORA believes is due to the success of new innovative products launched and generally better execution in stores during 2012.
REVENUE BREAKDOWN BY GEOGRAPHY
On 21 February 2012, PANDORA initiated a one-off, time limited stock balancing campaign with the aim to improve the quality of the stock at its key retail partners. The campaign has now been successfully completed.
During Q4 2012 PANDORA received discontinued products with a wholesale value of DKK 0 million and, products worth DKK 10 million were replaced with new bestsellers. For 2012 the numberstotalled DKK 609 million and DKK 609 million, respectively.
In order to reduce the risk of slow moving excess stock at retailers going forward, PANDORA has implemented a number of initiatives. The more frequent and smaller drops of new product launches should reduce the risk related to excess stock at retail. Additionally, the ability to more closely monitor daily sales-out development at SKU level from Concept stores will provide earlier insight into non-performing items with a possibility to ensure a better balance between sales-in and sales-out and thereby reduce the risk of excess stock at retailers.
Going forward, when PANDORA discontinues products, two main avenues will be pursued in order to address discontinued stock at retailers. One is to introduce sales campaigns on discontinued items twice a year and to clear items through online as well as offline outlet channels. A second avenue is to take back discontinued stock from retailers and on an on-going basis to take a provision for returns of discontinued items in markets where returns of products from customers are customary. These options are applied differently in the various geographical regions.
Generally in the Americas, PANDORA currently takes back stock from retailers and are, starting in Q4 2012, actively announcing to retailers when items are discontinued. Other regions, as a general rule, pursue sales campaigns or clearance through outlet channels.
Based on the experience from promoting return policies towards retailers when conducting our stock balancing campaign in 2012 and the fact that PANDORA now actively communicate to retailers when products are discontinued, PANDORA has decided to provision DKK 416 million for returns (DKK 225 million in 2011) in the 2012 annual accounts (refer to note 21 in PANDORA Annual Report 2012), with a corresponding impact on gross margin. The revenue impact of the provision corresponds to 9% of Group revenue in 2012 compared to 5% in 2011.
AMERICAS
Revenue in Americas increased by 6.3%to DKK 939 million in Q4 2012 from DKK 883 million in Q4 2011.Excluding foreign exchange movements, the revenue increased by 1.5% compared to Q4 2011.
In the United States(accounting for 34.0% of Q4 2012 Group revenue) revenue was up 5.3% in Q4 2012 versus Q4 2011 (an increase of 0.8% measured in local currency).
Based on Concept stores, which have been operating for 12 months or more, like- for-like sales-out in the US increased by 6.9% in Q4 2012 compared to Q4 2011.
Other Americas sales were up 10.4% and now constitute 9.3% of Group revenue, with Canada as the largest contributor.
During Q4 2012 the number of branded stores in the Americas increased by 67 stores (versus 137 branded stores in Q4 2011 and 81 branded stores in Q3 2012) to a total of 1,572 stores. Branded stores accounted for 48.5% of the total number of stores compared to 47.4% at the end of Q3 2012.
EUROPE
In Europe, PANDORA experienced an increase in revenue of 24.0% (an increase of 20.7% in local currency) in Q4 2012 versus Q4 2011, driven by the UK and Other Europe.
Revenue in the UK, our largest single European market (accounting for 17.7% of Q4 2012 Group revenue) increased by 11.6% (5.0% increase measured in local currency).
Based on Concept stores which have been operating for 12 months or more, like-for-like sales-out in the UK increased by 12.3% in Q4 2012 compared to Q4 2011.
Revenue in Germany, PANDORAs second largest market in Europe (accounting for 7.1% of Q4 2012 Group revenue), decreased 16.3% in Q4 2012 compared to Q4 2011. While many initiatives have been activated in Germany and sales-out of Concept stores has improved, it will, as previously announced, take time before initiatives impact PANDORAs revenue.
Based on Concept stores, which have been operating for 12 months or more, like-for-like sales-out in Germany, increased by 4.5% in Q4 2012 compared to Q4 2011.
The category Other Europe increased by 70.5% in Q4 2012 compared to Q4 2011, positively affected by Russia, Spain and Italy.
During Q4 2012 the number of branded stores in Europe increased by 206 stores to a total of 2,409 stores, accounting for 37.0% of the total number of stores compared to 34.2% at the end of Q3 2012.
ASIA PACIFIC
In Asia Pacific, revenue decreased 7.2% in Q4 2012 compared to Q4 2011. Excluding currency movements, the underlying revenue in the region decreased by 13.4% year on year. Revenue development was positively impacted by strong performance in Australia but more than offset by a negative one-off effect frombuying backinventory in connection with the change of distributor in Japan.
Reported revenue in Australia(accounting for 11.2% of Q4 2012 Group revenue) was up 15.7% year on year whereas revenue increased 7.9% in local currency. In Australia PANDORA experienced a positive trend in both sales-in and sales-out driven by changes to the distribution network as well as the success of new innovative products launched during 2012.
Based on Concept stores which have been operating for 12 months or more, like-for-like sales-out in Australia increased by 10.1% in Q4 2012 compared to Q4 2011.
In the category Other Asia Pacific, constituting 1.2% of total Group revenue, revenue was down by 67.5% in Q4 2012 compared to the same quarter last year.
PANDORA has terminated its arrangements with its former Japanese distributor, Vérité Co. Ltd. and simultaneously entered into an agreement with Bluebell Japan Limited.
The termination of the agreement with Vérité will initially lead to store closures in Japan in a transition period which had also lead PANDORA to provision for taking back inventory from Vérité Co. Ltd, worth DKK 38 million with a corresponding negative impact on the revenue line in Other Asia in Q4 2012.
Excluding this effect, Other Asia revenue decreased by 20.0% in Q4 2012 compared to Q4 2011, the decline is mainly explained by fewer store openings and weaker sales-in in Q4 2012 compared to Q4 2011.
pandora sales channels
Direct distribution accounted for96.2% of revenue in Q4 2012 compared to 97.3% in Q4 2011. Branded sales in markets with direct distribution accounted for 82.3% in Q4 2012 (80.2% in Q4 2011). Concept stores accounted for 57.1% of the branded sales in Q4 2012 (59.5% in Q4 2011).
Branded stores in direct distribution markets accounted for 45.7% of the total number of stores at the end of Q4 2012 compared to 36.5% at the end of Q4 2011.
Total number of points of sale increased by 154 in Q4 2012 compared to Q3 2012 to a total of 10,374 globally. In the same period, PANDORA added a net total of 297 branded points of sale. Of these, 72 were Concept stores, 61 were Shop-in-Shops and 164 were Gold stores.
product offering
In Q4 2012 revenue from Charms increased by 15.1% compared to Q4 2011. Revenue from Silver and gold charms bracelets decreased by 0.7% compared to Q4 2011. The two categories represented 84.0% of total revenue in Q4 2012 compared to 83.3% in Q4 2011.
Rings increased by 18.4%, as a result of a more commercial offering compared to last year's assortment. Rings represented 6.2% of total revenue compared to 5.8% in Q4 2011. Other Jewellery decreased by 0.5%. Other Jewellery represented 9.8% of total revenue compared to 10.9% in Q4 2011.
The average sales price per item in Q4 2012 has decreased to DKK 132 from DKK 136 in Q4 2011 mainly drivenby lower price points on new product introductions and general price reductions during 2012 partially offset by positive currency movements.
NeW markets
In Q4 2012, PANDORA has succeeded in opening 30 Concept stores in PANDORAs key new markets (Italy, France, Russia and Asia), bringing net openings to 80 in 2012.
PANDORAs strategy in Russia, China and Japan is to primarily open branded stores - mainly Concept stores and Shop-in-Shops.
PANDORAs strategy in Italy is to utilise the large and well-established network of multi-brand jewellery retailers. In Italy, the Company was selling PANDORA products through 972 points of sale (13 Concept store, 8 Shop-in-Shops, 255 Gold stores, 313 Silver stores and 383 White stores) at the end of Q4 2012.
Our strategy in France is to upgrade thequality of our distribution network since we took over the distribution in France from our former 3rd party distributor on 1 July 2011, with a particular emphasis on department store Shop-in-Shops and Concept stores. In France, the Company was selling PANDORA products through 298 points of sale (12 Concept stores, 30 Shop-in-Shops, 13 Gold store, 136 Silver stores and 107 White stores) at the end of Q4 2012.
GROSS PROFIT AND GROSS MARGIN
Gross profit was DKK 1,403 million in Q4 2012 compared to DKK 1,420 million in Q4 2011, resulting in a gross margin of 64.5% in Q4 2012 compared to 72.7% in Q4 2011.
The average realised price for gold was 1,690 USD/oz and 31.62 USD/oz for silver in Q4 2012.
Compared with Q4 2011 the Q4 2012 gross margin was negatively impacted by increasing raw material prices (-7.1 percentage point), price changes (-1.1 percentage point), product and market mix (1.3 percentage point) and currencies (-1.3 percentage point). Product and market mix includes approximately a one percentage point negative impact on gross margin due to the expiration of the suspension of certain import duties of goods manufactured in Thailand under the U.S. Generalized System of Preferences program.
Compared with Q3 2012, the Q4 2012 gross margin increase is explained by increasing raw material prices (-1.4 percentage point), price changes (0.0 percentage point), product and market mix (-1.6 percentage point) and currencies (3.4 percentage point).
It is PANDORAs policy to hedge 100%, 80%, 60% and 40% of expected gold and silver consumption in the following four quarters.Our hedged prices for the following four quarters for gold are 1,677 USD/oz, 1,646 USD/oz, 1,753 USD/oz, 1,730 USD/oz and for silver 33.16 USD/oz, 30.78 USD/oz, 32.64 USD/oz and 31.94 USD/oz.However, current inventory means a delayed impact of these hedge prices on our cost of goods sold. The combined effect of the time lag from inventory and the 12-month rolling hedges effectively means that PANDORA is already hedged into H2 2013.
Excluding our hedging and the time lag effect from our inventory, the underlying gross margin would have been approximately 65.0% based on average gold (1,718 USD/oz) and silver (32.57 USD/oz) market prices in Q4 2012. Under the same assumptions, a 10% deviation in quarterly average gold and silver prices would impact our gross margin by approximately +/- 2-3 percentage points.
DISTRIBUTION EXPENSES
Distribution expenses were DKK 686 million in Q4 2012 compared to DKK 699 million in Q4 2011, representing 31.5% of revenue in Q4 2012 compared to 35.8% in Q4 2011.
Sales and distribution expenses increased to DKK 393 million in Q4 2012 from DKK 307 million in Q4 2011, representing 18.1% of revenue in Q4 2012 compared to 15.7% Q4 2011. The increase is mainly caused by entry into new markets as well as an increase in PANDORA-owned Concept stores and Shop-in-Shops in Q4 2012 compared to Q4 2011 (167 and 136, respectively).
Marketing expenses decreased to DKK 293 million in Q4 2012 from DKK 392 million in Q4 2011, corresponding to 13.4% of revenue in Q4 2012, compared to an unusually high level of 20.1% in Q4 2011.
ADMINISTRATIVE EXPENSES
Administrative expenses amounted to DKK 231 million in Q4 2012 versus DKK 246 million Q4 2011, representing 10.6% of revenue in Q4 2012, down from 12.6% of Q4 2011 revenue.
Cost ratios
Please note that the cost ratios for 2012 are affected by the negative impact on revenue from the stock balancing campaign.
EBITDA
EBITDA for Q4 2012 increased by 1.9% to DKK 534 million resulting in an EBITDA margin of 24.6%, down from 26.8% in Q4 2011.
Regional EBITDA margins for Q4 2012 before allocation of central costs were 36.0% in Americas (46.1% in Q4 2011), 26.8% in Europe (34.9% in Q4 2011) and 31.2% in Asia Pacific (33.4% in Q4 2011). Unallocated costs decreased to minus 6.8% in Q4 2012 compared to minus 12.9% in Q4 2011.
EBITDA margins in all regions are significantly affected by the lower gross margin reported in Q4 2012. TheAmericas region EBITDA margin is lower than last year, additionally affected bythe expiration of the suspension of certain import duties of goods manufactured in Thailand under the U.S. Generalized System of Preferences program.The margin decrease in Europe isfurthermore affected bythe costs related to the development of direct operations in Italy and France. The decrease in EBITDA margin in Asia Pacific is impacted by the provision for inventory take back in Japan which is only partially offset by an increase in revenue in Australia.
EBIT
EBIT for Q4 2012 increased to DKK 486 million — an increase of 2.3% compared to the same quarter 2011, resulting in an EBIT margin of 22.4% for Q4 2012 versus 24.3% in Q4 2011.
NET FINANCIAL INCOME AND EXPENSES
Net financial income amounted to DKK 40 million in Q4 2012 against net financial income of DKK 145 million in Q4 2011.
Financial income is positively affected by DKK 51 million from adjustment of the CWE earn-out provision based on the revised outlook for PANDORA CWE. While the Italian market has developed positively compared to expectations, Germany, although showing positive signs, has not developed fully in accordance with expectations which impact the forecasted value of the earn-out liability related to CWE. Following this adjustment the balance sheet no longer includes a provision for the CWE earn-out.
INCOME TAX EXPENSES
Income tax expenses were DKK 105 million in Q4 2012, implying an effective tax rate of 20.0% for Q4 2012 compared to 10.5% for Q4 2011.
net profit
Net profit in Q4 2012 decreased by 24.1% to DKK 421 million from DKK 555 million in Q4 2011. Excluding the CWE earn-out provision adjustment, Q4 2012 net profit increased by 8.8% to DKK 370 million (compared to an adjusted net profit of DKK 340 million in Q4 2011).
LIQUIDITY AND CAPITAL RESOURCES
In Q4 2012, PANDORA generated free cash flow of DKK 1,030 million corresponding to a cash conversion of 244.7% compared to 167.6% in Q4 2011. The increase in cash conversion is driven by an improvement in our cash flow, primarily due to a reduction in inventory levels in Q4 2012.
Operating working capital (defined as inventory and accounts receivables less accounts payables) at the end of Q4 2012 was 30.7% of preceding twelve months revenue compared to 33.4% at the end of Q4 2011 and 42.5% at the end of Q3 2012.
Inventorydecreased significantly to DKK 1,318 million at the end of Q4 2012 from DKK 1,609 million at the end of Q3 2012 and decreased by DKK 604 million versus Q3 2012. The significant decrease in inventory level from Q3 2012 to Q4 2012 can be explained by improved inventory management and remelting of obsolete inventory from the 2012 stock balancing campaign totalling DKK 135 million, which have countered the soaring gold and silver prices (increased approximately 20%).
Trade receivables decreased to DKK 940 million in Q4 2012 (14.1% of preceding 12 month revenue) from DKK 982 million in Q3 2012 (15.3% of preceding 12 month revenue) due to seasonal effects and extended terms on Christmas orders in Q3 2012.
In Q4 2012, PANDORA invested a totalof DKK 67 million in property, plant and equipment, approximately 3.1% of revenue. The increase in investments in Q4 2012 was related to our factory in Thailand moving forward investments in the Innovation & Design Centre at PANDORAs production facilities in Gemopolis, Thailand.
Total interest-bearing debt was DKK 158 million at the end of Q4 2012 (compared to DKK 385 million at the end of Q4 2011).
Cash and short-term deposits amounted to DKK 341 million at the end of Q4 2012 (compared to DKK 176 million at the end of Q4 2011).
Net interest-bearing debt at the end of Q4 2012 was DKK -183 million corresponding to -0.1 LTM EBITDA (compared to DKK 209 million at the end of Q4 2011 corresponding to 0.1 LTM EBITDA).
Management statement
The Board of Directors and the Executive Board have reviewed and approved the interim report of PANDORA A/S for the period 1 January — 31 December 2012.
The interim report, which has not been audited or reviewed by the Company's auditor, has been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the EU, and additional Danish interim reporting requirements for listed companies.
In our opinion, the interim report gives a true and fair view of the PANDORA Group's assets, liabilities and financial position at 31 December 2012, and of the results of the PANDORA Group's operations and cash flow for the period 1 January — 31 December 2012.
Further, in our opinion the Management's review (p. 1-17) gives a true and fair review of the development in the Group's operations and financial matters, the result of the PANDORA Group for the period and the financial position as a whole, and describes the significant risks and uncertainties pertaining to the Group.
Copenhagen, 26 February 2013
Executive BOARD
Björn Gulden Henrik Holmark Sten Daugaard
Chief Executive Officer Chief Financial Officer Chief Development Officer
Board of directors
Allan Leighton Marcello V. Bottoli
Chairman
Andrea Alvey Anders Boyer-Søgaard
Christian Frigast Torben Ballegaard Sørensen
Nikolaj Vejlsgaard Ronica Wang
Notes
NOTE 1 — Significant accounting estimates and judgements
In preparing the consolidated financial statements, management makes various accounting estimates and assumptions, which form the basis of presentation, recognition and measurement of PANDORAs assets and liabilities.
All significant accounting estimates and judgements are consistent with the description in the Annual Report for 2012. We refer to the description in note 1 of the consolidated financial statement in PANDORAs Annual Report for 2012.
NOTE 2 — Seasonality of operations
Due to the seasonal nature of the jewellery business, higher revenue are historically realised in the second half of the year.
NOTE 3 - Operating segment information
PANDORAs activities are segmented on the basis of geographical areas in accordance with management's reporting structure. In determining the reporting segments, a number of operating segments have been aggregated. All segments derive their revenues from the types of products shown in the product information provided below.
Management monitors the segment profit of the operating segments separately for the purpose of making decisions about resource allocation and performance management. Segment profit is measured consistently with the operating profit in the consolidated financial statements before non-current assets are amortised/depreciated (EBITDA).
NOTE 4 - Contingent liabilities
PANDORA is a party to a number of minor legal proceedings, which are not expected to influence PANDORAs future earnings.
NOTE 5 — Related party transactions
Related parties of PANDORA with a controlling interest are the principal shareholder Prometheus Invest ApS (50.49% interest) and the ultimate parent, Axcel III K/S 2 (32.34% interest).
Related parties further comprise Axcel III K/S 2's other portfolio enterprises, as they are subject to the same controlling interests. There have not been any transactions with Axcel III K/S 2 or its portfolio enterprises during 2012 and 2011.
Related parties of PANDORA with significant interests include the Board of Directors and the Executive Board of the companies and their close family members. Furthermore, related parties include companies in which the aforementioned persons have control or significant interest.
Except for compensation and benefits received as a result of the membership of the Board of Directors, employment with PANDORA or shareholdings in PANDORA, PANDORA has not undertaken any significant transactions with the Board of Directors and Executive Management. We refer to the description in note 23 of the consolidated financial statement in PANDORAs Annual Report for 2012.
There have been no other transactions than dividends between PANDORA and Prometheus Invest ApS during 2012 and 2011.
NOTE 6 — Accounting policies
The present unaudited interim financial report has been prepared in accordance with IAS 34 ‘Interim Financial Reporting' and accounting policies set out in the Annual Report 2011 of PANDORA. Furthermore, the interim financial report and Management's review are prepared in accordance with additional Danish disclosure requirements for interim reports of listed companies. PANDORA has adopted all new, amended or revised accounting standards and interpretations (‘IFRS') endorsed by the EU effective for the accounting period beginning on 1 January 2012. These IFRSs have not had any significant impact on the Group's interim financial report.
QUARTERLY OVERVIEW
Disclaimer
Certain statements in this company announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and our anticipated or planned financial and operational performance. The words "targets," "believes," "expects," "aims," "intends," "plans," "seeks," "will," "may," "might," "anticipates," "would," "could," "should," "continues," "estimate" or similar expressions or the negatives thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements include, among other things, statements addressing matters such as our future results of operations; our financial condition; our working capital, cash flows and capital expenditures; and our business strategy, plans and objectives for future operations and events, including those relating to our ongoing operational and strategic reviews, expansion into new markets, future product launches, points of sale and production facilities; and
Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: global and local economic conditions; changes in market trends and end-consumer preferences; fluctuations in the prices of raw materials, currency exchange rates, and interest rates; our plans or objectives for future operations or products, including our ability to introduce new jewellery and non-jewellery products; our ability to expand in existing and new markets and risks associated with doing business globally and, in particular, in emerging markets; competition from local, national and international companies in the United States, Australia, Germany, the United Kingdom and other markets in which we operate; the protection and strengthening of our intellectual property, including patents and trademarks; the future adequacy of our current warehousing, logistics and information technology operations; changes in Danish, E.U., Thai or other laws and regulation or any interpretation thereof, applicable to our business; increases to our effective tax rate or other harm to our business as a result of governmental review of our transfer pricing policies, conflicting taxation claims or changes in tax laws; and other factors referenced in this company announcement.
Should one or more of these risks or uncertainties materialize, or should any underlying assumptions prove to be incorrect, our actual financial condition, cash flows or results of operations could differ materially from that described herein as anticipated, believed, estimated or expected.
We do not intend, and do not assume any obligation, to update any forward-looking statements contained herein, except as may be required by law or the rules of NASDAQ OMX Copenhagen. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this company announcement.