Consolidated interim report of Q3 and 9 months of 2008 25.11.2008 PROFITS AS Silvano Fashion Group ended the third quarter of 2008 with consolidated net sales of EEK 488.1 million (EUR 31.2 million), representing a 22.7% increase on the third quarter of 2007. The Group's gross margin in the third quarter of 2008 reached 40.6% compared to 40.2% in the third quarter of 2007. Consolidated operating profit amounted to EEK 43.3 million (EUR 2.8 million), representing a 7.3% decline compared to operating profit of Q3 2007. The consolidated operating margin reached 8.9% (down from 11.8% in Q3 2007). Consolidated net profit attributable to equity holders amounted to EEK 8.4 million (EUR 0.5 million), compared to EEK 16.5 million (EUR 1.1 million) in Q3 2007, and the net margin was 1.7% (down from 4.2% in Q3 2007). Cumulative nine months' sales of AS Silvano Fashion Group amounted to EEK 1,402.6 million (EUR 89.6 million), showing 19.2% increase compared to 9M 2007. The Group's gross and operating margins in the nine months of 2008 stood at 42.6% and 11.3% respectively (42.6% and 16.9% (normalised1) in 9M 2007). Operating profit in the nine months of 2008 amounted to EEK 158.6 million (EUR 10.1 million) compared to normalised EEK 198.4 million (EUR 12.7 million) in 9M 2007 . In the nine months of year 2008, the Group earned a net profit of EEK 40.6 million (EUR 2.6 million), representing a 55.2% decline compared to the nine months of 20071, and net margin reached 2.9% (7.7% in 9M 20071). In the nine months of 2008, the Group's return on equity was 5.3% (down from 15.2% (normalised1) in the nine months of 2007) and return on assets was 3.5% (down from 9.5% (normalised1) in the nine months of 2007). The substantial increase in sales and the decline in profitability compared to the nine months of 2007 are a function of the rapid expansion of the Group's retail network (as detailed below), and continues to be in line with the management's expectations. BALANCE SHEET At 30 September 2008, consolidated assets amounted to EEK 1,263.5 million (EUR 80.8 million), up from EEK 1,089.6 million (EUR 69.6 million) at 31 December 2007. The increases in both assets and liabilities are related mainly to retail expansion. Trade receivables have increased by EEK 44.3 million (EUR 2.8 million). Inventories increased by EEK 41.2 million (EUR 2.6 million) to reach EEK 378.8 million (EUR 24.2 million) at 30 September 2008. The growth in inventory results primarily from the retail expansion. Due to the expansion of the retail network, the Group made rental prepayments and deposits for store premises, which increased other receivables and prepayments. Property, plant and intangibles increased by EEK 63.8 million (EUR 4.1 million). Current liabilities increased by EEK 65.6 million (EUR 4.2 million). Tax liabilities, other payables, including payables to employees, and provisions amounted to EEK 87.8 million (EUR 5.6 million), remaining at the expected level. Current and non-current loans and borrowings increased by EEK 41.0 million (EUR 2.6 million) to EEK 70.2 million (EUR 4.5 million). This includes finance lease liabilities of EEK 5.9 million (EUR 0.4 million.) Equity attributable to equity holders increased by EEK 64.3 million (EUR 4.1 million) to reach EEK 798.0 million (EUR 51.0 million). SALES Sales by business segments 9months 9months 9months 9months 9months 9months 2008 2007 2008 2007 Change 2008 2007 Change perc perc EEK EEK EEK EUR EUR EUR from from mil mil mil million million million sales sales Women's apparel 146.3 107.5 38.8 9.3 6.9 2.4 10.4% 9.1% Lingerie 1,207.9 1,044.1 163.8 77.2 66.7 10.5 86.1% 88.7% Subcontracting services and other sales 48.4 25.5 22.9 3.1 1.6 1.5 3.5% 2.2% Total 1,402.6 1,177.1 225.5 89.6 75.2 14.4 100.00% 100.00% Sales by markets In the nine months of 2008, the Group mainly focused on Russia, Belarus and Ukraine markets. Total sales by markets 9months 9months 9months 9months 2008 2007 2008 2007 Change 2008 2007 Change perc perc EEK EEK EEK EUR EUR EUR from from mil mil mil million million million sales sales Estonia 114.1 126.8 -12.7 7.3 8.1 -0.8 8.1% 10.8% Finland 28.3 39.2 -10.9 1.8 2.5 -0.7 2.0% 3.3% Latvia 36.5 37.3 -0.8 2.3 2.4 -0.1 2.6% 3.2% Belarus 267.7 217.9 49.8 17.1 13.9 3.2 19.1% 18.5% Ukraine 112.4 72.9 39.5 7.2 4.7 2.5 8.0% 6.2% Russia 727.1 571.0 156.1 46.5 36.5 10.0 51.9% 48.5% Other markets 116.5 112.0 4.5 7.4 7.1 0.3 8.3% 9.5% Total 1,402.6 1,177.1 225.5 89.6 75.2 14.4 100.00% 100.0% Women's apparel The main driver of growth for women's apparel sales was the expansion of the PTA retail chain. In the nine months of 2008 retail sales were 87.9% from the total revenue of the women's apparel segment (9M 2007: 73.3%). Sales volume in the Baltics decreased by 0.7%, amounting to EEK 68.6 million (EUR 4.4 million). Sales revenue in Russia was EEK 46.0 million (EUR 2.9 million) giving 4.6 times growth to 9M 2007 and in Ukraine EEK 15.3 million (EUR 0.9 million). Lingerie The majority of lingerie sales revenue in the nine months of 2008 was earned on the Russian market, amounting to EEK 670.8 million (EUR 42.9 million), accounting for 55.5% of all lingerie sales volume for the nine months of 2008, compared to 9M 2007: EEK 571.0 million (EUR 36.5 million). Sales in Russia comprise both retail sales and wholesale. The second biggest region of lingerie sales is Belarus, amounting to EEK 263.3 million (EUR 16.8 million), contributing 21.8% of all lingerie sales revenue (also comprising both retail sales and wholesale) compare to 9M 2007: EEK 217.9 million (EUR 13.9 million). Similarly to the women's apparel segment, the Baltic sales of lingerie were affected by the economic slowdown (and significantly higher inflation) in the region, which continues to have an effect on consumer spending. In terms of lingerie brands, the sales of “Milavitsa” core brand accounted for 76.2% of total lingerie sales revenue in the nine months of 2008 (9M 2007: 76.0%) and amounted to EEK 779.0 million (EUR 49.8 million). The sales of “Lauma” core brand accounted for 7.0% of total lingerie sales (9M 2007 : 5.6 %) and amounted to EEK 72.0 million (EUR 4.6 million). Other brands such as “Alisee”, “Aveline”, “Laumelle”, “Lauma Aqua” and “Laumelle Aqua” comprised 16.8% of total lingerie sales in 9M 2008 (9M 2007: 18.4%), amounting to EEK 171.9 million (EUR 11.0 million). Retail operations Total retail sales of the Group in the nine months of 2008 amounted to EEK 352.5 million (EUR 22.5 million), representing a 75.5% increase on the nine months of 2007. Retail operations were conducted in Estonia, Latvia, Russia, Belarus, Poland, Lithuania and Ukraine. At the end of September 2008, the Group operated 136 retail outlets with a total area of 15,014 square metres. Women's apparel was retailed in Estonia, Latvia, Lithuania, Russia and Ukraine. At the end of September 2008, the Group operated 39 women's apparel stores with a total sales area of 7,301 square metres. Lingerie was retailed in Russia, Belarus, Latvia, Lithuania, Ukraine, Poland and Estonia. At the end of September 2008, the Group operated 97 lingerie stores with a total area of 7,713 square metres. Within the nine months of 2008, 26 new stores were opened: 10 in the apparel business (operating under PTA brand name), including 3 in Ukraine, 6 in Russia and 1 in Estonia, and 16 stores in the lingerie business, including 8 under Oblicie name (6 in Russia, 1 in Ukraine and 1 in Estonia), 6 under Milavitsa name in Belarus, 1 store under Lauma Lingerie brand name in Latvia and 1 stock outlet in Estonia. Five underperforming stores were closed: 1 PTA store in Ukraine, 1 Oblicie store in Ukraine, 1 Milavitsa store in Belarus and 2 Splendo stores in Poland. Number of stores at 30 September: 30.09.2008 31.12.2007 Estonia 11 8 Latvia 7 6 Poland 8 10 Belarus 28 23 Russia 56 44 Lithuania 20 20 Ukraine 6 4 Total stores 136 115 Total sales area, sq m 15,014 12,454 In the nine months of 2008, women's apparel retail revenue compared to the nine months of 2007 increased by 61.1%, amounting to EEK 133.6 million (EUR 8.5 million). The total like-for-like growth was a negative 3% mainly because of the drop of sales in the Baltics. The like-for-like growth in Russia was +49%, in Estonia -6% and in Latvia -6% in 9M 2008. Results in Baltics are influenced by overall macro economical situation and by the fact that the Baltic stores have already been in operation for long enough to be close to optimal capacity. The like-for-like increase in the Oblicie lingerie retail chain in Russia is about 56% for stores operating longer than one year, continuing to offer strong evidence to the viability of the continuing expansion of the Group's operations into the retail sector in its primary target markets. The major objective in the lingerie business continues to be retail expansion, mainly in Russia. By the end of the year, the Group also intends to open a few shops under the “Milavitsa” brand in Russia in order to capitalise on the brand awareness in the country. Stores by concept Market PTA Oblicie Milavitsa Other Total Sales area, stores stores stores stores sq m Russia 17 39 - - 56 6,320 Ukraine 5 1 - - 6 873 Estonia 9 1 - 1 11 2,120 Latvia 4 - - 3 7 1,196 Lithuania 4 - - 16 20 1,626 Belarus - - 28 - 28 2,527 Poland - 1 - 7 8 352 Total 39 42 28 27 136 15,014 Wholesale In the nine months of 2008, wholesale amounted to EEK 1,001.7 million (EUR 64.0 million), representing 71.4% of the Group's total revenue (9M 2007: 80.8%). The main wholesale regions were Russia, Belarus, Ukraine and the Baltic States for lingerie, and Finland and the Baltic states for women's apparel. In the nine months of 2008, revenue from wholesale of women's apparel decreased by 66.7% compared to the nine months of 2007, amounting to EEK 14.0 million (EUR 0.9 million). Lingerie wholesale in the nine months of 2008 increased by 8.7% compared to the nine months of 2007, amounting to EEK 987.7 million (EUR 63.1 million). Most of the lingerie wholesale partners are located in Russia. Investment In the nine months of 2008, the Group's investments totalled EEK 60.4 million (EUR 3.9 million). A total of EEK 24.2 million (EUR 1.5 million) was invested in retail operations, EEK 12.4 million (EUR 0.8 million) was invested in real estate for retail needs in Belarus, while other investments were made in equipment and facilities to maintain effective production. Personnel At the end of September 2008, the Group employed a staff of 4,079 including 885 in retail and 2,402 in production. The rest are employed in wholesale, administration and support operations. The average number of employees in the nine months of 2008 was 4,059. The total salaries and wages for the nine months of 2008 amounted to EEK 259.9 million (EUR 16.6 million). The remuneration paid to members of the Management Board totalled EEK 4.4 million (EUR 0.3 million). Four members of the Management Board also serve as executives for the Group's subsidiaries. Share Buyback Programme The extraordinary general meeting of shareholders of AS Silvano Fashion Group held on 6 October 2008 authorised the buyback of AS Silvano Fashion Group's own shares under the following conditions: SFG is entitled to buy back its own shares within one year as of the resolution of the general meeting of the shareholders, the total nominal value of own shares to be bought back by SFG may not exceed 10% of total share capital of SFG, the maximum price payable by SFG for one share will be EUR 3.50 (three Euros and fifty cents), the maximum amount payable by SFG for its own shares is EUR 3,000,000 (three million Euros), own shares will be paid for with assets exceeding the share capital, compulsory reserves and share premium. On 6 October 2008, the management board of AS Silvano Fashion Group, acting under the authorization granted by the aforementioned general meeting of shareholders, decided to initiate the share buyback program. The buyback period started on 07.10.2008. To date, the amount of shares bought back is 393 000, the average price per share is 1.15 EUR, the cost in total is 452,968 EUR. After the transactions listed above, AS Silvano Fashion Group owns 393,000 of its own shares, which constitute 0.9825% of the share capital. Under the buyback program, shares up to the value of 2,547,032 million Euros remain to be bought back. The maximum amount of shares that remains to be bought back is 3,607,000. The share buyback program is being implemented in accordance with the Commission Regulation (EC) No 2273/2003 of 22.12.2003, implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilization of financial instruments. The programme is managed by AS Hansapank, which buys back shares on behalf of AS Silvano Fashion Group. AS Hansapank carries out the buyback according to the regulations and within the framework of the programme, and makes its trading decisions independently of, and without influence by AS Silvano Fashion Group with regard to the timing of the purchases. Merger of Subsidiaries Two subsidiaries of SFG operating primarily on the Russian retail market - ZAO Linret (“Linret”) and ZAO Stolichnaja Torgovaja Kompanija Milavitsa (“STK”) have signed a merger agreement, as a result of which STK will be merged into Linret. The new entity will operate under the name of ZAO Milavitsa Linret and will combine the operations and resources of the two companies. ZAO Milavitsa Linret will be 49% owned by SFG directly and 51% by SP ZAO Milavitsa, a Belorussian subsidiary of SFG. The merger will be preceded by a sale of 51% of shares in Linret to STK. The merger will contribute to the efficiency of SFG's Russian operations through decreased administrative expenses and better coordination between the previously independent sales structures. Establishment of a new subsidiary in Estonia SFG established a new subsidiary in Estonia under the name OÜ Linret EST. The share capital of the new subsidiary is EEK 40,000 (approximately EUR 2,556), 100% of which is held by SFG. The reason for establishing the new subsidiary is the structural development of SFG's retail network and the need for a clearer separation between retail and management functions within the group. The establishment of OÜ Linret EST will not have significant impact on the economic activities of SFG. PTA introduces a new trademark PTA Grupp AS, a subsidiary SFG, engaged in the retail and wholesale of women's apparel and lingerie has introduced a brand-new Avenue trademark. Avenue is a new collection aimed at wholesale clients, offering classical women's apparel, clothes with a contemporary cut, feminine and decorous models. In the Avenue collection designers have mainly focused on costumes - both everyday and more festive models. Goods bearing the Avenue trademark are going to be marketed in all Baltic states as well as in Russia, Ukraine and Belorussia. Goods bearing Avenue trademark will reach stores in the first half of 2009. Selected financial data The Group's operating results are best summarised in the following figures and ratios: Key figures and ratios 30.09.08 30.09.07 Change Net sales (EEK million) 1,402.6 1,177.1 225.5 Net income, attributable to shareholders (EEK million) 40.6 162.8 -122.2 Earnings before interest, taxes and depreciation (EBITDA) ( EEK million) 192.6 298.8 -106.2 Earnings before interest and taxes (EBIT) (EEK million) 158.6 270.6 -112.0 Net sales (EUR million) 89.6 75.2 14.4 Net income attributable to shareholders (EUR million) 2.6 10.4 -7.8 Earnings before interest, taxes and depreciation (EBITDA) ( EUR million) 12.3 19.1 -6.8 Earnings before interest and taxes (EBIT) (EUR million) 10.1 17.3 -7.2 Operating margin, % 11.3% 23.0% - Net margin, % 2.9% 13.8% - ROA, % 3.5% 17.1% - ROE, % 5.3% 27.4% - Earnings per share (EPS), in EEK 1.01 4.23 - Earnings per share (EPS), in EUR 0.07 0.27 - Current ratio 3.2 3.5 - Quick ratio 1.8 2.1 - Underlying formulas: Operating margin = operating profit / sales revenue Net margin = net profit attributable to equity holders of the parent / sales revenue ROA (return on assets) = net profit attributable to equity holders of the parent / average total assets ROE (return on equity) = net profit attributable to equity holders of the parent / average equity EPS (earnings per share) = net profit attributable to equity holders of the parent / weighted average number of ordinary shares Current ratio = current assets / current liabilities Quick ratio = (current assets - inventories) / current liabilities Balance Sheet Consolidated, unaudited 30.09.08 30.09.07 31.12.07 30.09.08 30.09.07 31.12.07 EEK th EEK th EEK th EUR th EUR th EUR th ASSETS Non-current assets Property, plant and equipment 290,745 247,905 246,541 18,582 15,844 15,757 Intangible assets 47,613 29,822 27,976 3,043 1,906 1,788 Investment property 23,626 0 22,954 1,510 0 1,467 Investments in equity accounted investees 3,317 78 876 212 5 56 Available-for-sale financial assets 8,856 9,216 8,480 566 589 542 Other receivables 673 67,171 595 43 4,293 38 Total non-current assets 374,830 354,192 307,422 23,956 22,637 19,648 Current assets Inventories 378,757 303,231 337,528 24,207 19,380 21,572 Prepaid taxes 45,735 22,672 24,471 2,923 1,449 1,564 Trade receivables 202,780 153,822 158,531 12,960 9,831 10,132 Other receivables 66,389 46,636 29,713 4,243 2,981 1,899 Prepayments 66,811 26,959 51,680 4,270 1,723 3,303 Cash and cash equivalents 128,177 180,992 180,233 8,192 11,568 11,519 Total current assets 888,649 734,312 782,156 56,795 46,932 49,989 TOTAL ASSETS 1 263,479 1 088,504 1 089,578 80,751 69,569 69,637 LIABILITIES AND EQUITY Equity Share capital at par value 400,000 400,000 400,000 25,565 25,565 25,565 Share premium 223,293 229,395 223,293 14,271 14,661 14,271 Statutory capital reserve 1,046 1,046 1,046 67 67 67 Translation reserve -52,823 -54,967 -76,512 -3,376 -3,513 -4,890 Retained earnings 226,499 161,833 185,927 14,476 10,343 11,883 Total equity attributable to equity holders of the parent 798,015 737,307 733,754 51,003 47,123 46,896 Minority interest 176,634 138,817 136,313 11,289 8,872 8,712 Total equity 974,649 876,124 870,067 62,292 55,995 55,608 Non-current liabilities Loans and borrowings 8,089 4,976 4,068 517 318 260 Deferred tax liabilities 201 201 201 13 13 13 Other liabilities 56 0 360 3 0 23 Provisions 125 140 139 8 9 9 Total non-current liabilities 8,471 5,317 4,768 541 340 305 Current liabilities Loans and borrowings 62,117 26,396 25,160 3,970 1,687 1,608 Trade payables 130,790 122,669 122,888 8,359 7,840 7,854 Corporate income tax liability 3,583 7,542 3,192 229 482 204 Other tax liabilities 19,887 17,039 23,486 1,271 1,089 1,501 Other payables 39,652 15,490 17,555 2,534 990 1,121 Provisions 24,299 17,927 22,462 1,553 1,146 1,436 Deferred income 31 0 0 2 0 0 Total current liabilities 280,359 207,063 214,743 17,918 13,234 13,724 Total liabilities 288,830 212,380 219,511 18,459 13,574 14,029 TOTAL LIABILITIES AND EQUITY 1 263,479 1 088,504 1 089,578 80,751 69,569 69,637 Income Statement-9 months 2008 Consolidated, unaudited 2008 2007 2008 2007 9months 9months 9months 9months EEK th EEK th EUR th EUR th Net sales 1 402,593 1 177,125 89,642 75,232 Costs of goods sold -805,033 -675,292 -51,451 -43,159 Gross Profit 597,560 501,833 38,191 32,073 Other operating income 14,364 83,490 918 5,336 Distribution costs -240,081 -140,334 -15,344 -8,969 Administrative expenses -160,190 -125,298 -10,238 -8,008 Other operating expenses -53,026 -49,099 -3,389 -3,138 Operating profit 158,627 270,592 10,138 17,294 Interest expenses -2,613 -2,018 -167 -129 Gains/losses on conversion of foreign currencies -14,974 4,819 -957 308 Other financial income / expenses 8,715 6,212 557 397 Total financial income / expenses -8,872 9,013 -567 576 Share of profit of equity accounted investees 2,378 0 152 0 Profit before corporate income tax 152,133 279,605 9,723 17,870 Corporate income tax -74,603 -72,381 -4,768 -4,626 Net profit for period 77,530 207,224 4,955 13,244 Net profit attributable to parent company 40,572 162,820 2,593 10,406 Net profit attributable to minority shareholders 36,958 44,404 2,362 2,838 Earnings per share Basic earnings per share (EEK/EUR) 1.01 4.23 0.07 0.27 Diluted earnings per share (EEK/EUR) 1.01 4.23 0.07 0.27 Income Statement-Q3 Consolidated, unaudited 2008 2007 2008 2007 Q3 Q3 Q3 Q3 EEK th EEK th EUR th EUR th Net sales 488,080 397,924 31,194 25,432 Costs of goods sold -289,947 -237,923 -18,531 -15,206 Gross Profit 198,133 160,001 12,663 10,226 Other operating income 4,209 4,005 269 256 Distribution costs -84,006 -50,366 -5,369 -3,219 Administrative expenses -55,796 -47,738 -3,566 -3,051 Other operating expenses -19,198 -19,136 -1,227 -1,223 Operating profit 43,342 46,766 2,770 2,989 Interest expenses -1,064 -1,627 -68 -104 Gains/losses on conversion of foreign currencies -13,472 3,864 -861 247 Other financial income / expenses 3,473 4,616 222 295 Total financial income / expenses -11,063 6,853 -707 438 Share of profit of equity accounted investees 1,064 0 68 0 Profit before corporate income tax 33,343 53,619 2,131 3,427 Corporate income tax -17,978 -24,894 -1,149 -1,591 Net profit for period 15,365 28,725 982 1,836 Net profit attributable to parent company 8,434 16,523 539 1,056 Net profit attributable to minority shareholders 6,931 12,202 443 780 Earnings per share Basic earnings per share (EEK/EUR) 0.21 0.42 0.01 0.03 Diluted earnings per share (EEK/EUR) 0.21 0.42 0.01 0.03 Dmitry Ditchkovsky Chairman of the Management Board + 372 6710 700