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Fiera Milano

Quarterly Report May 10, 2023

4073_ir_2023-05-10_18dd077a-ff10-4d40-bc54-ecf8742bbfd5.pdf

Quarterly Report

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Consolidated Interim Management

Report at 31 March 2023

(1st Quarter 2023)

This document is available in the Investori section of the Company website at www.fieramilano.it.

This document contains a faithful translation into English of the original report in Italian Resoconto intermedio di gestione consolidato al 31 marzo 2023. However, for information about Fiera Milano Group reference should be made exclusively to the original report in Italian.The Italian version of the Resoconto intermedio di gestione consolidato al 31 marzo 2023 shall prevail upon the English version.

Fiera Milano SpA Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational and administrative office: Strada Statale del Sempione, 28 - 20017 Rho (Milan) Share capital: Euro 42,445,141.00 paid up Companies Register, Tax code and VAT no. 13194800150 - Economic Administrative Register 1623812

Rho (Milan), 10 May 2023

Contents

Corporate Bodies and Independent Auditor page 3
Business model page 4
Group structure page 5
Report on operations in the first quarter

Summary of results and significant events in the quarter

Net cash/debt

Business performance by operating segment and by geographical area

Group personnel
page
page
page
page
6
10
11
14
Significant events after the end of the reporting period page 15
Business outlook page 15
Accounting criteria page 16
Financial statements

Consolidated Income Statement

Reclassified Consolidated Statement of Financial Position

Comments on the capital and financial position
page
page
page
17
18
19
Declaration of the Financial Reporting Officer page 20
Attachment 1
List of companies included in the consolidation area and other investments at 31
March 2023
page 21

__________________________________________________________________________________

BOARD OF DIRECTORS

Carlo Bonomi Chairman°
Francesco Conci Chief Executive Officer
Michaela Castelli Director*
Regina De Albertis Director*
Paola Annamaria Petrone Director*
Monica Poggio Director*
Ferruccio Resta Director*
Agostino Santoni Director*
Elena Vasco Director*

° Independent director pursuant to art. 148, paragraph 3 of Legislative Decree 58 of 24 February 1998.

* Independent Director under Art. 148, paragraph 3 of Italian Legislative Decree 58 of 24 February 1998 and the Corporate Governance Code of Borsa Italiana

______________________________________________________________________________

CONTROL AND RISK COMMITTEE APPOINTMENTS AND SUSTAINABILITY

REMUNERATION COMMITTEE COMMITTEE

Michaela Castelli Agostino Santoni Ferruccio Resta Paola Annamaria Petrone Regina De Albertis Michaela Castelli Ferruccio Resta Monica Poggio Elena Vasco

BOARD OF STATUTORY AUDITORS FINANCIAL REPORTING OFFICER

Monica Mannino Presidente Andrea Maldi Piero Antonio Capitini Sindaco effettivo Daniele Federico Monarca Sindaco effettivo Livia Amidani Aliberti Sindaco supplente Simone Bruno Sindaco supplente

SUPERVISORY BOARD, LEGISLATIVE DECREE 231/01

Enrico Maria Giarda Luigi Bricocoli Basilio Postiglione

--- The Board of Directors was appointed by the Shareholders' Meeting of 27 April 2023. The Directors' mandates will expire at the Shareholders' Meeting to approve the Financial Statements at 31 December 2025.

The Board of Directors is invested with the broadest powers for the ordinary and extraordinary management of the Company; it has the power to carry out all acts it deems appropriate or useful to attain the corporate objectives, except for those which, pursuant to law, are reserved for the Shareholders' Meeting.

Under the law and the Company Articles of Association, the Chairman is the company's legal representative. He is also vested with all powers over Fiera Milano's institutional external relations.

The Shareholders' Meeting appointed the Board of Statutory Auditors on 28 April 2021, and its mandate expires at the Shareholders' Meeting to approve the Financial Statements on 31 December 2023.

INDIPENDENT AUDITORS

PWC SpA

The mandate, given by the Shareholders' Meeting of 27 April 2023, is for the financial years 2023-2031.

The Fiera Milano Group is active in all the key areas of the exhibition and congress industry and is one of the largest integrated exhibition companies worldwide.

______________________________________________________________________________

Under the current management approach, the operating segments have been re-defined as follows:

  • Italian Exhibitions Business: organisation and hosting of exhibitions and other events in Italy: through the use, promotion and offer of furnished exhibition spaces; through the provision of stand-fitting, technical and site services associated with exhibition and congress business; and through the provision of project support and ancillary services; the production of content and provision of advertising and digital services, as well as the organisation of conferences and training courses. Specifically, this segment includes all activities associated with exhibitions (including end services for exhibitors and visitors) that are:
    • directly organised by the Group or in partnership with third-parties;
    • organised by third parties, through the hiring out of spaces and services.
  • Foreign Exhibitions Business: this segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, project support, and ancillary services. It covers all activities associated with exhibitions (including end services for exhibitors and visitors) that are directly organised by the Group or in partnership with third-parties or acting as agents.
  • Congresses: this segment covers the organisation of congresses and events and destination management services.

Summary of results and significant events during the quarter

The table below gives the key figures of the Group for the period under review and the comparative data for the same period of the previous financial year, as well as those for the full financial year 2022.

Fiera Milano Group Summary of key figures

Full year 1st Quarter 1st Quarter
at 31/12/22 at 31/03/23 at 31/03/22
(Amounts in € '000)
220,285 Revenues from sales and services 48,109 23,469
58,403 EBITDA (a) 8,871 (2,365)
9,219 EBIT (4,217) (14,201)
( 5,760) Net profit/(loss) of the period from continuing operations (8,069) (12,967)
- Net profit/(loss) of the period from discontinued operations 16,500 -
( 5,760) Net profit/(loss) 8,431 (12,967)
( 5,599) - Attributable to the shareholders of the controlling entity 8,500 (12,898)
( 161) - Attributable to non-controlling interests (69) (69)
473,157 Net capital employed (b) 507,377 487,717
covered by:
105,660 Equity attributable to the Group 112,838 96,501
533 Equity attributable to non-controlling interests 464 602
( 29,783) Net financial debt/(cash) before IFRS 16 effects (37,492) (33,098)
366,964 Total net financial debt/(cash) 394,075 390,614
3,976 Investments (continuing operations and assets held for sale) 830 210

674 Employees (no. of permanent employees at end of period) 677 663

(a) EBITDA is the operating result before depreciation and amortisation and adjustments to non-current asset values.

(b) Net capital employed is the sum of non-current assets, non-current liabilities and net working capital.

In the first three months of the year, 12 exhibitions were held in Italy. In January, Fiera Milano organised HOMI - Il salone degli stili di vita, the exhibition dedicated to lifestyle, tableware and decoration. The exhibition hosted over 500 brands, 40% foreign, from 28 countries. In partial concurrence, PTE - Promotion Trade Exhibition took place, an event dedicated to the world of advertising materials, which brought together more than 110 companies and brands from 12 countries.

February saw the return of fashion industry exhibitions. From Milano Unica, with 394 exhibiting companies, to MIDO, the international eyewear fair, which welcomed more than 1,000 exhibitors from over 150 countries. Meanwhile, all the exhibitions relating to the fashion accessory sector, HOMI Fashion&Jewels (accessories, jewellery and bijoux), MICAM Milano (footwear), Mipel (leather goods) and TheOneMilano, the international outerwear and haute-à-porter show, recorded a total of over 1,800 exhibiting companies and more than 48,000 attendees (+25% compared to previous editions).

In addition, Fiera Milano hosted Lineapelle, the international exhibition of leather, accessories, components, fabrics, synthetics and models, with 1,161 exhibitors from 42 countries, more than 38% from abroad and over 22,000 trade visitors.

In February, Fiera Milano organised BIT - Borsa Internazionale del Turismo. The exhibition brought more than 1,000 Italian and foreign exhibitors to the Allianz MiCo spaces.

This was followed by MyPlant & Garden and Filo. Myplant & Garden, an international horticulturalfloricultural event, transformed the Fiera Milano pavilions into a 45,000 sqm maxi-garden, with 650 brands on display, 22% foreign. Filo, staged in the Allianz MiCo spaces, is the only international exhibition dedicated to yarn excellence.

In February, Fiera Milano, in South Africa with its company Fiera Milano Exhibitions Africa, organised Investec Cape Town Art Fair (ICTAF), Africa's most important contemporary art fair, now in its tenth edition, hosted around 100 exhibiting companies and 23,000 visitors. As for other activities abroad, in China and Brazil, no exhibitions were scheduled at this time of year.

Congress activities in Q1 saw Allianz MiCo occupied by events ranging from medical-scientific congresses (including Unisvet, Assiom Forex, Vet Expo, It's All Right, EAU and EAUN), congress events with annexed exhibition area (Esxence-The Art Perfumery Event, Identità Golose, Fa' la cosa giusta!). In January, the congress centre hosted the first Padel Trend Expo. More than 90 exhibitors, six state-of-the-art courts, one conference area and 18,000 square metres for 180 hours of games staged in the Allianz MiCo premises.

Other information

On 28 February 2023, Fiera Milano closed out the buyback of treasury shares, purchasing 410,000 shares at an average price of Euro 3.02 for a total of Euro 1,241,132. The company holds 683,758 treasury shares, representing 0.95% of share capital.

On 9 March 2023, the Board of Directors of Fiera Milano, following the press releases of 25 January 2022, 20 May 2022, 13 October 2022, 2 March 2023 and 7 March 2023, announced that it had agreed to finalise the strategic transaction with Fiere di Parma SpA concerning a partnership aimed at creating a common European exhibition platform in the agri-food sector. Please note that the Operation was carried out at the closing date on 28 March 2023 through the subscription of a capital increase of Fiere di Parma reserved to Fiera Milano to be paid through the contribution of Fiera Milano's business unit related to the exhibition "Tuttofood", a leading exhibition event in the agri-food sector organised in Milan at the Rho exhibition site for a value of Euro 16.5 million. The Parties have agreed that Fiera Milano will initially hold 18.5% of the share capital of Fiere di Parma.

It also bears reminding that the transaction will see the Parties create a new multi-hub exhibition platform: (i) in Milan, 'Tuttofood powered by Cibus' will take on an international focus, bringing together audiences from all major agri-food producing countries and thus competing with other leading European exhibitions, while also continuing to support the local supply chain; and (ii) in Parma, 'Cibus' will become an iconic event for authentic Italian produce, including regional delicacies. Thanks to the synergies built between Fiera Milano and Fiere di Parma, the two exhibitions can optimise their positioning by offering strategic and permanent support to the Made in Italy agro-food industry and the Italian system in general.

With this transaction, Fiera Milano will also participate in the governance of Fiere di Parma by supporting private shareholders (i.e. Crédit Agricole Italia SpA and Unione Parmense degli Industriali) and public shareholders (i.e. the Municipality and Province of Parma, Parma Chamber of Commerce, and the Emilia-Romagna Region) in enhancing the execution of the exhibition business plan. The transaction will also see Fiera Milano provide services to Fiere di Parma concerning the 'Tuttofood powered by Cibus' event, which will continue to be held at the Rho exhibition site and managed by Fiera Milano.

The Group's business has seasonal elements due to exhibitions that are held on a biennial basis. Due to the seasonal nature of the business, revenues and earnings in individual quarters may vary even significantly from one quarter to the next.

Looking in detail at the figures for Q1 2023, the main trends are as follows:

  • Revenues from sales and services totalled Euro 48,109 thousand, an increase of Euro 24,640 thousand compared to the figure for the corresponding quarter of the previous year (Euro 23,469 thousand).

The change in revenue mainly relates to the positive overall performance of the annual exhibitions and conference business and the altered exhibition calendar for the quarter under review featuring the annual exhibitions Mido and Bit, which in the financial year 2022 had been postponed to Q2.

The changes in terms of exhibition space at exhibitions are detailed below:

  • annual exhibitions organised by the Group in Italy (+23,855 sqm): The increase is mainly due to the presence in the quarter under review of the Bit exhibition (+16,165 sqm), which in 2022 took place in the following quarter, and the HOMI exhibition (+5,055 sqm);
  • annual exhibitions organised by third parties in Italy (+56,480 sqm): The increase is mainly due to the presence of Mido (+37,980 sqm) in the quarter under review, which had been held in the following quarter in 2022, and the fashion industry exhibitions (+16,780 sqm);
  • in congresses with exhibition space, the change is equal to +21,870 sqm;
  • annual exhibitions organised abroad (+525 sqm): The increase is related to the Cape Town Art Fair organised by the South African subsidiary.

The table below summarises the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and by congresses with related exhibition space.

Fiera Milano Group Summary operating figures 1st Quarter 2023 1st Quarter 2022
of which of which
organised organised
Total by the Group Total by the Group
Number of exhibitions: 13 5 11 4
Italy 12 4 10 3
. annual 12 4 10 3
. biennial - - - -
. multi-annual - - - -
Foreign countries 1 1 1 1
. annual 1 1 1 1
. biennial - - - -
. multi-annual - - - -
Number of congresses with related exhibition space -
Italy
11 - 1 -
Net sq.metres of exhibition space: 250,770 51,585 148,040 27,205
Italy 246,915 47,730 144,710 23,875
. annual (a) 246,915 47,730 144,710 23,875
. biennial - - - -
. multi-annual - - - -
(a) of which congresses with related exhibition space 22,690 - 820 -
Foreign countries 3,855 3,855 3,330 3,330
. annual 3,855 3,855 3,330 3,330
. biennial - - - -
. multi-annual - - - -
Number of exhibitors: 6,650 1,140 3,600 765
Italy 6,550 1,040 3,510 675
. annual (b) 6,550 1,040 3,510 675
. biennial - - - -
. multi-annual - - - -
(b) of which congresses with related exhibition space 1,470 - 40 -
Foreign countries 100 100 90 90
. annual 100 100 90 90
. biennial - - - -
. multi-annual - - - -

EBITDA for the quarter totalled Euro 8,871 thousand, an improvement of Euro 11,236 thousand compared to the figure for the same quarter of the previous year (Euro -2,365 thousand). The change mainly reflects the aforementioned trend in revenues. This effect was partially offset by increased operating costs, mainly due to higher electricity prices.

  • EBIT in the quarter was Euro -4,217 thousand compared to Euro -14,201 thousand in Q1 2022. The increase of Euro 9,984 thousand reflects the trend in EBITDA, partially offset by higher depreciation and amortisation on right-of-use assets due to the contractually agreed monetary revaluation.
  • The profit/(loss) for the year continuing operations totalled Euro -8,069 thousand (Euro 12,967 thousand in Q1 2022), while the net result for the period of discontinued operations totalled Euro 16,500 thousand and related to the higher values arising from the contribution of the business unit related to the 'Tuttofood' exhibition in connection with the acquisition of 18.5% of Fiere di Parma (value of zero in Q1 2022).
  • The net profit was Euro 8,431 thousand compared to a loss of Euro 12,967 thousand in Q1 2022, with Euro 8,500 thousand attributable to shareholders of the parent company (Euro - 12,898 thousand in Q1 2022) and Euro -69 thousand attributable to non-controlling interests (Euro -69 thousand in Q1 2022).

Group financial debt

The Group's financial debt and composition are shown in the table below.

(Amounts in € '000) 31/03/23 31/12/22 change
A. Cash 58,935 81,971 (23,036)
B. Cash and equivalents 50,755 30,652 20,103
C. Other current financial assets 7,161 5,768 1,393
- C.1 of which Other current financial assets to the controlling shareholder 1,325 - 1,325
- C.2 of which Other current financial assets to joint venture 704 703 1
D. Liquidity (A+B+C) 116,851 118,391 (1,540)
E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt) 499 618 (119)
- E.1 of which Current financial debt to the controlling shareholder - 130 (130)
F. Current portion of non-current debt 26,010 27,250 (1,240)
G. Current financial indebtedness (E+F) 26,509 27,868 (1,359)
H. Net current financial indebtedness (G-D) (90,342) (90,523) 181
I. Non-current financial debt 52,850 62,549 (9,699)
J. Debt instruments - - -
K. Non-current other payables - - -
L. Non-current financial indebtedness (I+J+K) 52,850 62,549 (9,699)
Net financial debt from continuing operations (H+L) (37,492) (27,974) (9,518)
Net financial debt from assets held for sale - (1,809) 1,809
M. Total financial indebtedness before IFRS 16 effects (37,492) (29,783) (7,709)
N. Current financial liabilities related to the right of use of assets 55,750 49,889 5,861
- N.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder 53,240 48,295 4,945
O. Non-current financial liabilities related to the right of use of assets 375,817 346,858 28,959
- O.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder 374,692 345,348 29,344
P. Current financial assets related to the right of use of assets - - -
IFRS 16 financial effects 431,567 396,747 34,820
Q. Total net financial debt (M+N+O-P) 394,075 366,964 27,111

Financial debt, not including IFRS 16 lease liabilities, shows net cash at 31 March 2023 of Euro 37,492 thousand, compared to net cash of Euro 29,783 thousand at 31 December 2022.

The increase of Euro 7,709 thousand resulted from the positive change in cash flow from operations, mainly due to advances received for exhibitions taking place in the following months, partially offset by amounts due to suppliers.

Financial debt, including IFRS 16 lease liabilities, totalled Euro 394,075 thousand, an increase of Euro 27,111 thousand compared to Euro 366,964 thousand at 31 December 2022.

The key Group figures by operating segment and by geographic area are given in the following table.

Summary of data by operating segment and by geographic area

Full year at 31/12/22
(Amounts in € '000)
1st Quarter at 31/03/23 1st Quarter at 31/03/22
Revenues from sales and services
% - By operating segment: % %
176,808 77.3 . Italian Exhibitions business 40,548 80.7 20,807 87.8
8,697 3.8 . Foreign Exhibitions business 905 1.8 702 3.0
43,310 18.9 . Congresses 8,787 17.5 2,179 9.2
228,815 100.0 Total revenues gross of adjustments for inter-segment transactions 50,240 100.0 23,688 100.0
( 8,530) . Adjustments for inter-segment transactions ( 2,131) ( 219)
220,285 Total revenues net of adjustments for inter-segment transactions 48,109 23,469
- By geographic area:
211,588 96.1 . Italy 47,204 98.1 22,767 97.0
8,697 3.9 . Foreign countries 905 1.9 702 3.0
220,285 100.0 Total 48,109 100.0 23,469 100.0
% EBITDA % %
on revenues - By operating segment: on revenues on revenues
44,549 25.2 . Italian Exhibitions business 7,642 18.8 ( 892) (4.3)
330 3.8 . Foreign Exhibitions business ( 627) (69.3) ( 501) (71.4)
13,524 31.2 . Congresses 1,856 21.1 ( 972) (44.6)
- . Adjustments for inter-segment transactions - -
58,403 26.5 Total 8,871 18.4 ( 2,365) (10.1)
- By geographic area:
58,063 27.4 . Italy 9,486 20.1 ( 1,874) (8.2)
340 3.9 . Foreign countries ( 615) (68.0) ( 491) (69.9)
58,403 26.5 Total 8,871 18.4 ( 2,365) (10.1)
% EBITDA % %
on revenues - By operating segment: on revenues on revenues
2,968 1.7 . Italian Exhibitions business ( 3,858) (9.5) ( 11,184) (53.8)
( 1,213) (13.9) . Foreign Exhibitions business ( 651) (71.9) ( 559) (79.6)
7,464 17.2 . Congresses 292 3.3 ( 2,458) (112.8)
- . Adjustments for inter-segment transactions - -
9,219 4.2 Total ( 4,217) (8.8) ( 14,201) (60.5)
- By geographic area:
10,422 4.9 . Italy ( 3,578) (7.6) ( 13,652) (60.0)
( 1,203) (13.8) . Foreign countries ( 639) (70.6) ( 549) (78.2)
9,219 4.2 Total ( 4,217) (8.8) ( 14,201) (60.5)
Employees
(no. of permanent employees at the end of the period)
% - By operating segment: % %
545 80.9 . Italian Exhibitions business 546 80.6 532 80.2
83 12.3 . Foreign Exhibitions business 85 12.6 85 12.8
46 6.8 . Congresses 46 6.8 46 6.9
674 100.0 Total 677 100.0 663 100.0
- By geographic area:
591 87.7 . Italy 592 87.4 578 87.2
83 12.3 . Foreign countries 85 12.6 85 12.8
674 100.0 Total 677 100.0 663 100.0

Revenues from sales and services, before the elimination of transactions among the three business segments of the Group were Euro 50,240 thousand, an increase of Euro 26,552 thousand compared to the Euro 23,688 thousand in Q1 2022.

  • Revenues from the Italian Exhibitions Business in Q1 were Euro 40,548 thousand, an increase of approximately Euro 19,741 thousand compared to the figure for the same period of the previous year (Euro 20,807 thousand). The increase in revenue is mainly due to the good overall performance of the annual events and the altered exhibition calendar, with the quarter under review featuring the annual exhibitions Mido and Bit, which in the financial year 2022 had been postponed to Q2.

  • Revenues from Foreign Exhibitions Business totalled Euro 905 thousand in the first quarter compared to the figure in the same period of the previous financial year (Euro 702 thousand). The increase mainly relates to the ICTAF 2023 contemporary art exhibition held by the South African subsidiary.
  • Revenues from Congresses totalled Euro 8,787 thousand in the first quarter compared to Euro 2,179 thousand in the same period of 2022. The increase of Euro 6,608 thousand is attributable to the presence of the EAU European Association of Urology international congress, corporate conventions, including the Allianz Bank Convention and the new Padel event. Also worth mentioning are revenues related to the Bit exhibition at the Congress Centre.

Group EBITDA as a whole was Euro 8,871 thousand, an increase of Euro 11,236 thousand compared to the figure for the first quarter of 2022 (Euro -2,365 thousand). The breakdown was as follows:

  • Italian Exhibitions Business: EBITDA of Euro 7,642 thousand compared to Euro -892 thousand in the same period of the previous financial year. The change was due to the aforementioned trend in revenues. This effect was partially offset by increased operating costs, mainly due to higher electricity prices.
  • Foreign Exhibitions Business: EBITDA of Euro -627 thousand, down compared to Euro -501 thousand in the same period of the previous financial year. The decrease is mainly attributable to higher operating costs of the Brazilian subsidiary Fiera Milano Brasil.
  • Congresses: EBITDA was Euro 1,856 thousand, compared to Euro -972 thousand in the same quarter of 2022. The increase in EBITDA is mainly attributable to the aforementioned revenue trend.

EBIT for the four operating segments in Q1 2023 was Euro -4,217 thousand compared to Euro - 14,201 thousand in the same period of the previous financial year and reflected the aforementioned EBITDA trend, partially offset by higher amortisation and depreciation.

The breakdown by geographic area in the first quarter showed revenues from foreign activities of Euro 905 thousand, an increase of approximately Euro 203 thousand compared to the figure for the same period of the previous financial year (Euro 702 thousand). EBITDA totalled Euro -615 thousand, a decrease of Euro 124 thousand compared to the same period of the previous year (Euro -491 thousand).

EBIT was Euro -639 thousand compared to the figure for the same period of the previous financial year of Euro -549 thousand.

In Italy, during the quarter under review, 12 exhibitions and 11 events for congresses with adjoining exhibition space were held. Net square metres of exhibition space totalled 246,915 (144,710 sqm in 2022), while the number of exhibitors was 6,550 (3,510 in 2022).

Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 51,585 square metres, equating to 21% of the total exhibition space.

Details of exhibitions held in Italy are given in the following table.

Italian exhibition portfolio

Net sq. metres of exhibition space Number of exhibitors
Annual Exhibitions: Quarter to
31/03/23
Quarter to
31/03/22
Quarter to
31/03/23
Quarter to
31/03/22
Directly organised
- HOMI 16,010 10,955 280 225
- HOMI Fashion&Jewels (1st semester) 12,630 9,400 460 365
- Bit 16,165 a) 210 a)
- Promotion Trade Exhibition 2,925 3,520 90 85
Total annual exhibitions directly organised 47,730 23,875 1,040 675
Hosted
- LineaPelle Febbraio 44,020 38,635 995 950
- Milano Unica (Spring) 24,520 18,850 475 385
- Mido 37,980 a) 945 a)
- Mipel (March) 4,420 3,200 155 110
- My Plant & garden 25,360 23,640 585 565
- The Micam (Spring) 35,100 30,165 745 630
- Filo (1st semester) 1,385 1,810 70 90
- The ONE Milano (February) 3,710 3,715 70 65
Total annual exhibitions hosted 176,495 120,015 4,040 2,795
Total annual exhibitions 224,225 143,890 5,080 3,470
TOTAL EXHIBITIONS 224,225 143,890 5,080 3,470
- Congresses with related exhibition space 22,690 820 1,470 40
TOTAL 246,915 144,710 6,550 3,510

a) The exhibition was held/will be held in subsequent quarters.

During the first quarter of 2023, one exhibition was held at a foreign exhibition site, and the net exhibition space occupied totalled 3,855 square metres (in Q1 2022, this figure was 3,330 square metres). The number of exhibitors was 100 (90 Q1 2022).

Details of the exhibitions organised abroad are given in the following table.

Foreign Exhibition portfolio

Net sq. metres of
exhibition space
Number of exhibitors
Annual Exhibitions: Quarter to
31/03/23
Quarter to
31/03/22
Quarter to
31/03/23
Quarter to
31/03/22
Exhibitions in South Africa
- Cape Town Art Fair 3,855 3,330 100 90
Total Exhibitions in South Africa 3,855 3,330 100 90
Total Annual Exhibitions 3,855 3,330 100 90
TOTAL EXHIBITIONS 3,855 3,330 100 90

Group personnel

At 31 March 2023, Group employees totalled 677. The breakdown compared to 31 March 2022 and 31 December 2022 was as follows:

Permanent employees at period end

31/12/22 (units) 31/03/23 31/03/22
Total Italy Foreign
countries
Fully consolidated companies: Total Italy Foreign
countries
Total Italy Foreign
countries
30 29 1 Executives 29 28 1 29 28 1
561 537 24 Managers and White collar workers (including Journalists) 563 537 26 561 535 26
591 566 25 Total 592 565 27 590 563 27
Equity-accounted companies (a):
5 2 3 Executives 5 2 3 5 2 3
78 23 55 White collar workers 80 25 55 68 13 55
83 25 58 Total 85 27 58 73 15 58
674 591 83 TOTAL
(a) the indicated data corresponds to the pro-quota of total
677 592 85 663 578 85
employees

Compared to 31 December 2022, permanent employees increased by three net units.

On 27 April 2023, the Ordinary Shareholders' Meeting of the Parent Company took place, which approved the financial statements for the year ending 31 December 2022 and resolved to carry forward net loss for the year of Euro 5.479.657,11. The Ordinary Shareholders' Meeting also approved the content of the First and Second Section of the Remuneration Report, relative to the Company policy on the remuneration of the Board of Directors, and the approval of an Incentive Plan pursuant to 114-bis of Legislative Decree 58/1998. Lastly, the same Shareholders' Meeting approved the authorisation to purchase and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, the appointment of the new Board of Directors, which will remain in office for the 2023-2025 financial years and the appointment of PWC SpA to audit the accounts of the Fiera Milano Group for the period 2023-2031.

Business outlook

Having successfully completed the restart of the exhibition and congress system over the last two years, in 2023, the Fiera Milano Group will continue to execute the CONN.EC.T.2025 strategic plan - the implementation of which is proceeding faster than expected - by leveraging the completion of the technological and digital transformation and the strengthening of the exhibition and congress portfolio, also by making agreements with strategic partners and the launch of new exhibition concepts. Based on the current macroeconomic scenario, the Group expects to confirm the EBITDA target of EUR 70-80 million as of 31 December 2023.

Basis of preparation

The Consolidated Interim Management Report of the Fiera Milano Group has been prepared in compliance with Article 154-ter of Legislative Decree 58/1998 and with the Listing Rules issued by Consob regulation no. 11971 of 14 May 1999 and subsequent amendments and integrations.

The financial, economic and capital data have been prepared in compliance with the disclosure and valuation requirements of the International Accounting Standards IAS/IFRS issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.

The valuation criteria used to prepare the Financial Statements for the first quarter 2023 are the same as those used for the Consolidated Financial Statements for the full-year 2022, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2023.

Please note that taxes are calculated by applying to the profit/(loss) before tax for the period the tax rate which would apply to the expected annual results. If the estimated effective tax rate does not give credible results, the income taxes are calculated by applying the tax rate and enacted regulations in the countries in which the Group operates to the estimated taxable income for the period.

The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 31 March 2023 as approved by the Boards of Directors of the companies included in the area of consolidation and prepared by Group companies within the area of consolidation.

Please also note that the procedures used for estimates in preparing the Consolidated Interim Management Report at 31 March 2023 are the same as those typically used to prepare the Annual Consolidated Financial Statements.

The list of companies included in the scope of consolidation at 31 March 2023 is provided in Annex 1.

The Consolidated Interim Management Report is not subject to legal audit.

Full year
at 31/12/22
Consolidated Income Statement 1st Quarter
at 31/03/23
1st Quarter
at 31/03/22
% (Amounts in €'000) % %
220,285 100 Revenues from sales and services 48,109 100 23,469 100
4,078 1.9 Cost of materials 694 1.4 463 2.0
110,159 50.0 Cost of services 25,986 54.0 14,046 59.8
1,246 0.6 Costs for use of third party assets 253 0.5 152 0.6
44,413 20.2 Personnel expenses 11,253 23.4 10,753 45.8
3,931 1.8 Other operating expenses 826 1.7 510 2.2
163,827 74.4 Total operating costs 39,012 81.1 25,924 110.5
4,135 1.9 Other income 713 1.5 704 3.0
466 0.2 Results of equity-accounted companies (919) (1.9) (709) (3.0)
2,656 1.2 Allowance for doubtful accounts and other provisions 20 0.0 (95) (0.4)
58,403 26.5 Operating result before adjustments to non-current asset values (EBITDA ) 8,871 18.4 (2,365) (10.1)
47,908 21.7 Depreciation and amortisation 13,088 27.2 11,836 50.4
1,276 0.6 Adjustments to asset values - - - -
9,219 4.2 Operating result (EBIT) (4,217) (8.8) (14,201) (60.5)
( 12,924) (5.9) Financial income/(expenses) (2,714) (5.6) (3,145) (13.4)
- - Valuation of financial assets - - - -
( 3,705) (1.7) Profit/(loss) before income tax (6,931) (14.4) (17,346) (73.9)
2,055 0.9 Income tax 1,138 2.4 (4,379) (18.7)
( 5,760) (2.6) Profit/(loss) from continuing operations (8,069) (16.8) (12,967) (55.3)
- - Profit/(loss) from discontinued operations 16,500 34.3 - -
( 5,760) (2.6) Profit/(loss): 8,431 17.5 (12,967) (55.3)
( 5,599) (2.5) - attributable to the shareholders of the controlling entity 8,500 17.7 (12,898) (55.0)
( 161) (0.1) - attributable to non-controlling interests (69) (0.1) (69) (0.3)

Reclassified Consolidated Statement of Financial Position

(Amounts in €'000) 31/03/23 31/12/22
Goodwill 95,036 95,036
Intangible assets with a finite useful life 14,589 15,195
Right-of-use assets 400,047 367,482
Tangible fixed assets 4,817 5,003
Other non-current financial assets 2,068 2,386
Other non-current assets 91,277 74,270
Non-current assets 607,834 559,372
Inventory and contracts in progress 4,463 3,144
Trade and other receivables 30,029 33,404
Other assets - -
Current assets 34,492 36,548
Trade payables 38,251 50,317
Advances 52,082 29,869
Tax liabilities 2,268 2,606
Provisions for risks and charges and other current liabilities 30,480 26,166
Current liabilities 123,081 108,958
Net working capital (B - C) (88,589) (72,410)
Gross capital employed (A + D) 519,245 486,962
Employee benefit provisions 7,635 7,763
Provisions for risks and charges and other non-current liabilities 4,233 4,233
Non-current liabilities 11,868 11,996
NET CAPITAL EMPLOYED continuing operations (E - F) 507,377 474,966
NET CAPITAL EMPLOYED assets held for sale - (1,809)
TOTAL NET CAPITAL EMPLOYED (G + H) 507,377 473,157
covered by:
Equity attributable to the Group 112,838 105,660
Equity attributable to non-controlling interests 464 533
Total equity 113,302 106,193
Cash & cash equivalents (109,690) (112,623)
Current financial (assets)/liabilities 75,098 71,989
Non-current financial liabilities 428,667 409,407
Net financial debt continuing operations 394,075 368,773
Net financial debt assets held for sale - (1,809)
Net financial debt (TOTAL) 394,075 366,964
EQUITY AND NET FINANCIAL DEBT (I + L) 507,377 473,157

Comments on equity and financial performance

At 31 March 2023, non-current assets totalled Euro 607,834 thousand compared to Euro 559,372 thousand at 31 December 2022. The increase of Euro 48,462 thousand relates to the balance between: Increases in rights of use on leased assets of Euro 44,007 thousand, capital expenditures of Euro 830 thousand, depreciation and amortisation of Euro 13,088 thousand, increases in deferred tax assets of Euro 24 thousand, changes in equity accounted investments of Euro 15,582 thousand, security deposits of Euro 2,354 thousand, decrease in tax consolidation receivables of Euro 955 thousand, decrease in hedging derivatives on loans of Euro 319 thousand, and other movements of Euro 27 thousand.

Net working capital went from Euro -72,410 thousand at 31 December 2022 to Euro -88,589 thousand at 31 March 2023.

The Euro -16,179 thousand change in this figure was due to the following:

  • (a) the decrease in Current assets of Euro 2,056 thousand, due to the combined effect of the decrease in 'Trade and other receivables' of Euro 3,375 thousand and the increase in 'Inventory and contracts in progress' of Euro 1,319 thousand;
  • (b) a Euro 14,123 thousand decrease in Current Liabilities due mainly to the net effect of:
    • the decrease of Euro 12,066 thousand euros in 'Trade payables' relating to the payment of amounts due to suppliers and exhibition organisers;
    • an increase in 'advances' of Euro 22,213 thousand, which was the net of increases for advance payments from clients for exhibitions to be held in future quarters (in particular the "Saloni", Miart, Itma, Si Sposa and Host) and a decrease in payments for exhibitions held in the current quarter (in particular HOMI, Mido, Milano Unica and LineaPelle).
    • The item 'Provisions for risks and charges and other current liabilities' increased by 4,314 related to the VAT payable.

At 31 March 2023, non-current liabilities totalled Euro 11,868 thousand compared to Euro 11,996 thousand at 31 December 2022.

Equity attributable to the Group at 31 March 2023 was Euro 112,838 thousand compared to Euro 105,660 thousand at 31 December 2022, a decrease of Euro 7,178 thousand due to the following:

  • Euro 8,500 thousand as to profit/(loss) for the period;
  • Euro -712 thousand for the purchase of treasury shares;
  • Euro -319 thousand as to the reserve for hedging transactions;
  • Euro -182 thousand as to the stock grant provisions;
  • Euro -109 thousand as to exchange rate differences.

Equity attributable to non-controlling interests was Euro 464 thousand at 31 March 2023 compared to Euro 533 thousand at 31 December 2022. The decrease of Euro 69 thousand is due to the loss for the period.

Information on the changes in financial assets and liabilities is given in the section on the financial position.

Statement of the Financial Reporting Officer

The Financial Reporting Officer, Andrea Maldi, in compliance with paragraph 2 of Article 154-bis of the Consolidated Finance Act, herewith declares that the accounting information in the present Interim Management Report is consistent with the company's official documents, books and accounting records.

*****

Attachment 1

List of companies included in the consolidation area and other investments at 31 March 2023

Shareholding %
Company name and registered office Main activity Share capital
(000) (*)
Group
total
Directly
held by
Fiera
Milano
Indirectly held
through other
Group companies
Shareholding of Group
companies %
A) Parent Company
Fiera Milano SpA Organisation and hosting of
Milan, p.le Carlo Magno 1 exhibitions in Italy 42,445
B) Fully consolidated companies
Fiera Milano Congressi SpA
Milan, p.le Carlo Magno 1 Management of congresses 2,000 100 100 100 Fiera Milano SpA
Nolostand SpA
Milan, p.le Carlo Magno 1 Stand fitting services 7,500 100 100 100 Fiera Milano SpA
MADE eventi Srl
Rho (Milano), strada Statale del Sempione n. 28 Organisation of exhibitions in
Italy
10 60 60 60 Fiera Milano SpA
Fiera Milano Brasil Ltda 99.99 Fiera Milano SpA
São Paulo Brasil, Av. Angelica Organisation of exhibitions
outside of Italy
R \$ 97,981 100 99.99 0.01 0.01 Nolostand SpA
Fiera Milano Exhibitions Africa Pty Ltd
Cape Town, The Terraces, Steenberg Office Park, Tokai
Organisation of exhibitions
outside of Italy
ZAR 0.6 100 100 100 Fiera Milano SpA
C) List of jointly controlled companies equity-accounted
Hannover Milano Global Germany GmbH
Hannover Germany, Messegelaende
Organisation of exhibitions
outside of Italy
25 49 49 49 Fiera Milano SpA
Hannover Milano Fairs Shanghai Co. Ltd Organisation of exhibitions Hannover Milano
Shanghai China, Pudong Office Tower outside of Italy USD 500 49 100 100 Global Germany
Hannover Milano Fairs China Ltd Organisation of exhibitions Hannover Milano
Global Germany
Hong Kong China, Golden Gate Building outside of Italy HKD 10 49 100 100 GmbH
Hannover Milano Fairs India Pvt Ltd Organisation of exhibitions Hannover Milano
Global Germany
East Mumbai, Andheri outside of Italy INR 274,640 48.99 99.99 99.99 GmbH
Hannover Milano Best Exhibitions Co., Ltd Hannover Milano
Guangzhou China, West Tower, Poly World Trade Center Organisation of exhibitions
outside of Italy
RMB 1,000 24.99 51 51 Fairs Shanghai Co.
Ltd
Hannover Milano XZQ Exhibitions Co., Ltd Organisation of exhibitions Hannover Milano
Fairs Shanghai Co.
Shenzhen China outside of Italy RMB 100 29.40 60 60 Ltd
Ipack Ima Srl Organisation of exhibitions in
Rho, S.S. del Sempione km 28 Italy 20 49 49 49 Fiera Milano SpA
Mico DMC S.r.l.
Milan, p.le Carlo Magno 1 Destination management
services
10 51 51 51 Fiera Milano
Congressi SpA
Ge.Fi. SpA
Milano, v.le Achille Papa 30 Organisation of exhibitions in
Italy
1,000 25 25 25 Fiera Milano SpA
Mi-View Srl
Milano, v.le Achille Papa 30 Organisation of exhibitions in
Italy
10 25 25 100 Ge.Fi.SpA
Fiere di Parma SpA Organisation of exhibitions in
Parma , v.le delle Esposizioni 393/a Italy 31,167 18.5 18.5 18.5 Fiera Milano SpA
D) List of companies accounted at cost
Comitato Golden Card
Cinisello Balsamo, viale Fulvio Testi 128 Other activities 3 33.33 33.33 33.33 Fiera Milano SpA

(*) Euro or other currencies as specifically indicated

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