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Fiera Milano

Quarterly Report May 10, 2021

4073_ir_2021-05-10_192f4ba2-2382-4207-84c0-ced5b3ed2e96.pdf

Quarterly Report

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Consolidated Interim Management

Report at 31 March 2021

(1st Quarter 2021)

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 2021. 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 2021 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 2021

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
9
10
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 2021
page 21

__________________________________________________________________________________

Corporate Bodies and Independent Auditor

BOARD OF DIRECTORS

Carlo Bonomi Chairman
Luca Palermo Chief Executive Officer
Alberto Baldan Director*
Stefania Chiaruttini Director*
Anna Gatti Director*
Francesca Golfetto Director*
Angelo Meregalli Director*
Marina Natale Director*
Elena Vasco Director*

* Independent Director under Article 148, paragraph 3 of Italian Legislative Decree 58 of 24 February 1998 and the Self-regulatory Code of Borsa Italiana.

______________________________________________________________________________

CONTROL, RISK AND APPOINTMENTS

Stefania Chiaruttini Elena Vasco Francesca Golfetto Alberto Baldan Angelo Meregalli Marina Natale

SUSTAINABILITY COMMITTEE AND REMUNERATION COMMITTEE

BOARD OF STATUTORY AUDITORS* FINANCIAL REPORTING OFFICER

ITALIAN LAW 262/2005

Riccardo Raul Bauer Chairman Marco Pacini Daniele Federico Monarca Standing Statutory Auditor Mariella Tagliabue Standing Statutory Auditor Daniele Beretta Substitute Statutory Auditor Marina Scandurra Substitute Statutory Auditor

*The Board of Statutory Auditors was appointed by the Shareholders' Meeting of 23 April 2018 and its mandate expired at the Shareholders' Meeting of 28 April 2021, to approve the Financial Statements at 31 December 2020. The new Board of Statutory Auditors was appointed by the Shareholders' Meeting of 28 April 2021 and its mandate expires at the Shareholders' Meeting to approve the Financial Statements at 31 December 2023. It is composed as follows:

Monica Mannino Chairman
Piero Antonio Capitini Standing Statutory Auditor
Daniele Federico Monarca Standing Statutory Auditor
Livia Amidani Aliberti Substitute Statutory Auditor
Simone Bruno Substitute Statutory Auditor

SUPERVISORY COMMITTEE, ITALIAN LEGISLATIVE DECREE 231/01

Piero Antonio Capitini Luigi Bricocoli Basilio Postiglione

--- The Board of Directors was appointed by the Shareholders' Meeting of 20 April 2020. The Directors' mandates will expire at the Shareholders' Meeting to approve the Financial Statements at 31 December 2022.

At the Shareholders' Meeting of 2 October 2020, the Chairman Mr Carlo Bonomi, co-opted by the Board of Directors on 25 April 2020, was confirmed in his role as Director and Chairman of Fiera Milano SpA. At the same Shareholders' Meeting, Luca Palermo was appointed to the Board of Directors of Fiera Milano S.p.A., bringing the number of members to nine.

Both directors appointed at the Shareholders' Meeting will expire with the entire Board of Directors with the approval of the financial statements at 31 December 2022.

Following his appointment by the Board of Directors on 15 December 2020, Mr Luca Palermo took over as Chief Executive Officer and General Manager from 1 January 2021.

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 legal representative of the Company. He is also vested with all powers concerning Fiera Milano's institutional external relations.

INDEPENDENT AUDITORS

EY SpA

The mandate, given by the Shareholders' Meeting of 29 April 2014, is for the financial years 2014-2022.

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. 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.
  • Media: production of content and supply of advertising and digital advertising services, as well as those associated with the organisation of events and congresses.
  • Congresses: this segment covers the organisation of congresses and events and destination management services.

Group structure

Summary of results and significant events during the quarter

The following table gives the main figures of the Group for the first quarter under review and for the same quarter of the previous year, as well as figures for the full year 2020.

Full year Fiera Milano Group 1° Quarter 1° Quarter
31/12/20 Summary of key figures 31/03/21 31/03/20
(Amounts in € '000)
73,635 Revenues from sales and services 1,527 47,594
10,443 EBITDA (a) (9,873) 15,041
(34,318) EBIT (21,046) 3,776
(47,025) Profit/(loss) before income tax of continuing operations (24,045) (97)
- Profit/(loss) before income tax of discontinued operations 815 -
(47,025) Profit/(loss) before income tax (23,230) (97)
(46,767) - Attributable to the shareholders of the controlling entity (23,163) (21)
(258) - Attributable to non-controlling interests (67) (76)
536,675 Net capital employed (b) 532,849 517,974
covered by:
62,883 Equity attributable to the Group 39,345 * 106,608 *
348 Equity attributable to non-controlling interests 281 * 504 *
23,872 Net financial debt/(cash) before IFRS 16 effects 47,488 (55,751)
473,444 Total net financial debt/(cash) 493,223 410,862
6,114 Investments (continuing operations and assets held for sale) 468 367
707 Employees (no. of permanent employees at the end of period) 689 720
* includes pre-tax result for the period
(a) EBITDA is the operating result before depreciation and amortisation and adjustments to asset values.

The results for the quarter reflect the suspension of exhibition and congress activities in Italy as a result of government measures to combat the pandemic and prevent the spread of COVID-19 infections, which meant that physical exhibitions could not be held during the period. Faced with these government restrictions, the Company took steps to reschedule the events scheduled for the period and has continued its efforts to contain operating and personnel costs, including use of the Salary Integration Fund (FIS).

The new Strategic Plan 2021-2025, known as called CONN.E.C.T. 2025 (Connections, Exhibitions, Community, Transformation) was presented to the market and key stakeholders in late February. The Plan aims to respond effectively to the impact of the pandemic, outlining future scenarios and identifying the key factors for successfully competing in a "New Normal", where technological innovation and digital transformation will play a leading role. The previous business model, which was mainly based on physical events, has been amended so as to develop a suite of integrated services capable of providing a "phygital" customer experience. At the same time, the company's purpose was defined and its mission and values were revised. Great attention also went on the ESG issues and sustainability in business decisions.

On 25 January 2021, Fiera Milano Media S.p.A. signed a preliminary contract for the sale of the publishing business unit to Quine Srl, a publisher specialising in technical magazines in the engineering, mechanical, food and construction sectors. The sale included the publications in the Tech, Ho.Re.Ca. and ICT sectors, the associated employees and agents. The transaction was finalised on 23 February 2021 with the signing of the definitive contract effective from 1 March 2021. The agreed price for the sale of the branch is equal to the difference between assets and liabilities as resulting from the BU's balance sheet, whose goodwill was determined at Euro 1,300 thousand. The value of goodwill may undergo an adjustment, upon the occurrence of certain conditions, not exceeding Euro 300 thousand. The price is due to be paid in three instalments,

the first on the date of signing the final contract, the second by 31 July 2021 and the third by 31 January 2022.

The business of the Group is seasonal due to the biennial exhibitions. Given this seasonality, revenues and results may vary significantly from quarter to quarter.

In detail, the figures for the first quarter of 2021 showed the following main trends:

  • revenues from sales and services amounted to Euro 1,527 thousand, falling by Euro 46,067 thousand compared to the figure for the corresponding quarter of the preceding financial year (Euro 47,594 thousand).

The changes in the quarter are mainly related to the suspension of exhibition activities in Italy due to the COVID-19 pandemic, set in comparison with the first quarter of 2020, which saw normal operations until the end of February. They break down as follows:

  • Annual exhibitions organised by the Group in Italy (-95,450 sqm): the decrease is due to the presence in the first quarter of the previous year of the exhibitions HOMI (60,090 sqm), Bit (17,365 sqm), HOMI Fashion&Jewels (13,215 sqm) and Promotion Trade Exhibition (4,780 sqm);
  • Annual exhibitions organised by third parties in Italy (-171,205 sqm): the decrease is due to the presence in Q1 2020 of the fashion industry exhibitions (152,955 sqm) and Simac Tanning-Tech (18,250 sqm);
  • congresses with related exhibition space these showed a change of -7,130 sqm;
  • annual exhibitions organised abroad (+47,160 sqm): the change is mainly due to the Chinese exhibition Chinafloor Domotex Shanghai (51,070 sqm) which was postponed from the first quarter of 2020 to the following quarters.

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

Fiera Milano Group
Summary operating figures
1st Quarter 2021 1st Quarter 2020 Change
Total of which organized
by the Group
Total of which organized
by the Group
Total of which organized
by the Group
Number of exhibitions: 2 2 11 5 (9) (3)
Italy 1 1 1
0
4 (9) (3)
. annual 1 1 10 4 (9) (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
- - 3 - (3) -
Net sq.metres of exhibition space: 51,070 51,070 277,695 99,360 (226,625) (48,290)
Italy - - 273,785 95,450 (273,785) (95,450)
. annual (a) - - 273,785 95,450 (273,785) (95,450)
. biennial - - - - - -
. multi-annual - - - - - -
(a) of which congresses with related exhibition space - - 7,130 - (7,130) -
Foreign countries 51,070 51,070 3,910 3,910 47,160 47,160
. annual 51,070 51,070 3,910 3,910 47,160 47,160
. biennial - - - - - -
. multi-annual - - - - - -
Number of exhibitors: 1,040 1,040 5,725 1,625 (4,685) (585)
Italy 5
5
5
5
5,625 1,525 (5,570) (1,470)
. annual (b) 55 55 5,625 1,525 (5,570) (1,470)
. biennial - - - - - -
. multi-annual - - - - - -
(b) of which congresses with related exhibition space - - 635 - (635) -
Foreign countries 985 985 100 100 885 885
. annual 985 985 100 100 885 885
. biennial - - - - - -
. multi-annual - - - - - -

EBITDA in the quarter was Euro -9,873 thousand, a decrease of Euro 24,914 thousand compared to the figure for the same quarter of the previous financial year (Euro 15,041 thousand). The change reflected the aforementioned trend in revenues. This effect was partially offset by cost reduction measures relating in particular, during the period under review, to the management of exhibition sites and personnel.

  • EBIT in the quarter was Euro -21,046 thousand compared to Euro 3,776 thousand in the first quarter of 2020. The Euro 24,822 thousand decrease in this figure reflected the EBITDA trend.
  • The pre-tax loss from continuing operations amounted to Euro 24,045 thousand (Euro -97 thousand in Q1 2020), while the pre-tax profit from discontinued operations amounted to Euro 815 thousand, due to the sale of the publishing business unit of Fiera Milano Media SpA (zero in Q1 2020).
  • The pre-tax loss was Euro 23,230 thousand, compared to profit of Euro 97 thousand in the first quarter of 2020. The pre-tax loss was Euro -23,163 thousand attributable to shareholders of the controlling entity (Euro -21 thousand in the first quarter of 2020) and Euro -67 thousand attributable to non-controlling interests (Euro -76 thousand in the first quarter of 2020).

Net financial position

The Group net financial position and its breakdown are given in the following table:

Group Net Financial Position
31/12/20 (Amounts in € '000) 31/03/21
20,442 A. Cash (including bank balances) 70,982
- B. Other cash equivalents -
- C. Securities held for trading -
20,442 D. Cash and cash equivalents (A+B+C) 70,982
1,320 E. Current financial assets 1,321
1,320 - E.1 of which Current financial assets to other related parties 1,321
49,018 F. Current bank borrowings 49,032
- G. Current portion of non-current debt -
1,743 H. Other current financial liabilities 1,124
1,313 - H.1 of which Other current financial liabilities to the controlling shareholder 716
50,761 I. Current financial debt (F+G+H) 50,156
28,999 J. Current net financial debt (cash) (I-E-D) (22,147)
5,127 K. Non-current financial assets 5,441
50 - K.1 of which non-current financial assets to other related parties 50
- L. Non-current bank borrowings 74,604
- M. Debt securities in issue -
- N. Other non-current liabilities 472
(5,127) O. Non-current financial debt (-K+L+M+N) 69,635
23,872 Net financial debt/(cash) from continuing operations (J+O) 47,488
- Net financial debt/(cash) from assets held for sale -
23,872 P. Net financial debt/(cash) before IFRS 16 effects 47,488
43,611 Q. Other current financial liabilities related to the right of use of assets 48,687
42,068 - Q.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder 47,143
405,961 R. Other non-current financial liabilities related to the right of use of assets 397,048
401,848 - R.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder 393,334
449,572 IFRS 16 financial effects 445,735
473,444 S. Total net financial debt/(cash) (P+Q+R) 493,223

The net financial position as at 31 March 2021, not including IFRS 16 lease liabilities, shows net debt of Euro 47,488 thousand, compared to net debt of Euro 23,872 thousand at 31 December 2020.

The increase of Euro 23,616 thousand was driven by cash outflows due to the suspension of the exhibition business in the quarter because of the COVID-19 emergency.

The net financial indebtedness including the IFRS 16 lease liability amounted to Euro 493,223 thousand compared to Euro 473,444 thousand at 31 December 2020.

Business performance by operating segment and by geographic area

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
2020
(Amounts in € '000) 1st Quarter 1st Quarter
31/03/21
Revenues from sales and services 31/03/20
% - By operating segment: % %
63,617 82.8 . Italian Exhibitions business 901 50.6 42,303 85.4
1,172 1.5 . Foreign Exhibitions business 21 1.2 1,085 2.2
6,391 8.3 . Media 324 18.2 2,121 4.3
5,679 7.4 . Congresses 534 30.0 4,005 8.1
76,859 100.0 Total revenues gross of adjustments for inter-segment transactions 1,780 100.0 49,514 100.0
(3,224) . Adjustments for inter-segment transactions (253) (1,920)
73,635 Total revenues net of adjustments for inter-segment transactions 1,527 47,594
- By geographic area:
72,553 98.5 . Italy 1,506 98.6 46,608 97.9
1,082
73,635
1.5
100.0 Total
. Foreign countries 21
1,527
1.4
100.0
986
47,594
2.1
100.0
% EBITDA % %
on revenues - By operating segment: on revenues on revenues
11,259 17.7 . Italian Exhibitions business (8,577) (951.9) 15,074 35.6
(796) (67.9) . Foreign Exhibitions business 78 371.4 (124) (11.4)
19 0.3 . Media (509) (157.1) (234) (11.0)
(35) (0.6) . Congresses (865) (162.0) 339 8.5
(4) . Adjustments for inter-segment transactions (14)
10,443 14.2 Total (9,873) (646.6) 15,041 31.6
- By geographic area:
11,329 15.6 . Italy (9,951) (660.8) 15,264 32.7
(886) (81.9) . Foreign countries 78 371.4 (223) (22.6)
10,443 14.2 Total (9,873) (647) 15,041 31.6
% EBIT % %
on revenues - By operating segment: on revenues on revenues
(28,136) (44.2) . Italian Exhibitions business (18,459) (2,048.7) 5,161 12.2
(1,092) (93.2) . Foreign Exhibitions business 18 85.7 (215) (19.8)
(71) (1.1) . Media (531) (163.9) (257) (12.1)
(5,015) (88.3) . Congresses (2,074) (388.4) (899)
(4) . Adjustments for inter-segment transactions (14) (22.4)
(34,318) (46.6) Total - By geographic area: (21,046) (1,378.3) 3,776 7.9
(45.7) . Italy (21,064) (1,398.7) 4,090 8.8
. Foreign countries
(33,136) 18 85.7
(1,378)
(314)
3,776
(31.8)
7.9
(1,182) (109.2)
(46.6) Total (21,046)
Employees
(no. of permanent employees at the end of the period)
% - By operating segment: %
503 71.1 . Italian Exhibitions business 515 74.8 520
102 14.4 . Foreign Exhibitions business 96 13.9 107
52 7.4 . Media 36 5.2 52
50 7.1 . Congresses 42 6.1 41
707 100.0 Total 689 100.0 720
- By geographic area:
(34,318)
605
85.6 . Italy 593 86.1 613
102
707
14.4
100.0 Total
. Foreign countries 96
689
13.9
100.0
107
720
%
72.2
14.9
7.2
5.7
100.0
85.1
14.9
100.0

Revenues from sales and services, before elimination of transactions among the four business segments of the Group were Euro 1,780 thousand, a decrease of Euro 47,734 thousand compared to the figure of Euro 49,514 thousand in the first quarter of 2020.

  • Revenues from the Italian Exhibitions business totalled Euro 901 thousand in the first quarter, a decrease of Euro 41,402 thousand compared to the figure for the same period of the preceding financial year (Euro 42,303 thousand). The decrease in revenues was due to the suspension of exhibition activities after COVID-19 emerged at the end of February 2020.
  • Revenues from Foreign Exhibitions business totalled Euro 21 thousand in the first quarter compared to the figure in the same quarter of the previous financial year (Euro 1,085 thousand). The decrease is due to the suspension of exhibition activities because of COVID-19.
  • Revenues in the Media segment totalled Euro 324 thousand in the first quarter, a decrease of Euro 1,797 thousand compared to the figure of the same quarter of 2020 (Euro 2,121 thousand). The change was almost entirely attributable to the cancellation of exhibitions compared to the first quarter of @@2020@@.
  • Revenues from Congresses totalled Euro 534 thousand in the first quarter compared to Euro 4,005 thousand in the same period of 2020. The decrease is attributable to the suspension of congress activities because of COVID-19.

Group EBITDA as a whole was Euro -9,873 thousand, a decrease of Euro 24,914 thousand compared to the figure for the first quarter of 2020 (Euro 15,041 thousand). The breakdown was as follows:

  • Italian Exhibitions Business: EBITDA of Euro -8,577 thousand compared to Euro 15,074 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 cost reduction measures relating in particular, to the management of exhibition sites and personnel.
  • Foreign Exhibitions Business: recorded an EBITDA of Euro 78 thousand, an increase compared to the figure for the same quarter of the previous financial year (Euro -124 thousand). The increase was mainly due to the result of the joint venture with the partner, Deutsche MESSE AG, which in the same quarter of 2020 had seen the suspension of exhibition activities in China due to the COVID-19 epidemic, which hit the country from January 2020 onwards.
  • Media: EBITDA was Euro -509 thousand, down from Euro -234 thousand in the same quarter of 2020. The change reflected the trend in revenues. This effect was partially offset by the lower impact of operating costs, including personnel costs, mainly due to recourse to the Ordinary Wage Guarantee Scheme (CIGO).
  • Congresses: EBITDA was Euro -865 thousand, compared to Euro 339 thousand in the same quarter of 2020. The change in the quarter was mainly attributable to the already highlighted trend in revenues. This effect was partially offset by cost containment actions such as the use of the Salary Integration Fund (FIS), the suspension and/or renegotiation of contracts pertaining to the exhibition site, the postponement of promotional activities to subsequent months and the renegotiation of certain contracts.

EBIT for the four operating segments in the first quarter of 2021 was Euro -21,046 thousand compared to Euro 3,776 thousand in the same period of the previous financial year and reflected the aforementioned EBITDA trend.

The breakdown by geographic area in the first quarter showed revenues from foreign activities of Euro 21 thousand, a decrease of approximately Euro 965 thousand compared to the figure for the same period of the previous financial year (Euro 986 thousand). EBITDA amounted to Euro - 78 thousand, an increase of Euro 301 thousand compared to the same period of the previous year (Euro -223 thousand).

EBIT was Euro 18 thousand compared to the figure for the same quarter of the previous financial

year of Euro -314 thousand.

In Italy, one exhibition during the quarter was held in digital form. Net square metres of exhibition space totalled zero square metres, compared to 273,785 in the same period of the previous financial year, and the number of exhibitors went from 5,625 in the first quarter of 2020 to 55 in the first quarter of 2021.

Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 51,070 square metres, which equated to 100% of the total exhibition space occupied.

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
31/03/21
Quarter to
31/03/20
Quarter to
31/03/21
Quarter to
31/03/20
Directly organised
- Bit a) 17,365 a) 255
- HOMI a) 60,090 a) 585
- HOMI Fashion&Jewels (I semester) b) 13,215 55 545
- Promotion Trade Exhibition a) 4,780 a) 140
Total annual exhibitions directly organised - 95,450 5
5
1,525
Hosted
- LineaPelle February c) 46,150 c) 1,110
- Milano Unica (Spring) c) 30,575 c) 450
- Mipel (March) c) 7,330 c) 240
- Simac Tanning-Tech a) 18,250 a) 295
- The Micam (Spring) c) 58,065 c) 1,190
- The ONE Milano (February) c) 10,835 c) 180
Total annual exhibitions hosted - 171,205 - 3,465
Total annual Exhibitions - 266,655 5
5
4,990
TOTAL EXHIBITIONS - 266,655 5
5
4,990
- Congresses with related exhibition space - 7,130 - 635
TOTAL - 273,785 5
5
5,625

a) The exhibition will take place in subsequent quarters.

b) The exhibition was held in digital form.

c) The exhibition did not take place.

During the first quarter of 2021, one exhibition was held at exhibition sites abroad and the net exhibition space occupied totalled 51,070 square metres (in the first quarter of 2020, this figure was 3,910 square metres). The number of exhibitors was 985 (100 in first quarter of 2020).

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

Foreign Exhibition portfolio
Net sq. metres of exhibition space
Number of exhibitors
Quarter to
31/03/21
Quarter to
31/03/20
Quarter to
31/03/21
Quarter to
31/03/20
Annual Exhibitions:
Annual exhibitions in China
- Chinafloor Domotex Shanghai ° 51,070 b) 985 b)
Total annual exhibitions in China 51,070 - 985 -
Annual exhibitions in South Africa
- Cape Town Art Fair a) 3,910 a) 100
Total annual exhibitions in South Africa - 3,910 - 100
Total annual exhibitions 51,070 3,910 985 100
TOTAL EXHIBITIONS 51,070 3,910 985 100

a) The exhibition did not take place.

b) The exhibition will take place in subsequent quarters.

Group personnel

At 31 March 2021, Group employees totalled 689 and the breakdown compared to 31 March 2020 and 31 December 2020 was as follows:

31/12/20 Permanent employees at end of period
(units)
31/03/21 31/03/20
Total Italy Foreign
countries
Total Italy Foreign
countries
Total Italy Foreign
countries
Fully consolidated companies:
25 24 1 Executives 24 23 1 26 25 1
597 565 32 Managers and White collar workers (including Journalists) 584 554 30 604 573 31
622 589 33 Total 608 577 31 630 598 32
Equity-accounted companies (a):
5 2 3 Executives 5 2 3 5 2 3
80 14 66 White collar workers 76 14 62 85 13 72
85 16 69 Total 81 16 65 90 15 75
707 605 102 TOTAL 689 593 96 720 613 107
(a) the indicated data corresponds to the pro-quota of total employees

Compared to 31 December 2020, the number of employees on permanent contracts was down by 18, mainly due to the sale of the publishing business of Fiera Milano Media SpA.

The Parent Company's Ordinary Shareholders' Meeting was held on 20 April 2021. It approved the financial statements for the year ended 31 December 2020 and resolved to carry forward the net loss for the year of Euro 24,755,603.60. It also appointed the Board of Statutory Auditors for the financial years 2021-2023 and set their remuneration. 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. Finally, the same Shareholders' Meeting approved the 2021-2022 Performance Shares Plan drafted pursuant to Article 114-bis of Legislative Decree no. 58/98.

On 22 April 2021 the law decree "Riaperture" was approved that contains a series of urgent measures for the gradual resumption of economic and social activities, bearing in mind the need to contain the spread of the COVID-19 pandemic. Under this law decree, exhibitions and congresses/conventions can be held in so-called "yellow zones" from 15 June 2021 and 1 July 2021, respectively. Preparatory activities that do not involve crowds of people can begin from an earlier date.

Business outlook

The continuation of the pandemic and ongoing restrictions are also having a severe impact on the current quarter.

Against this background of continuing uncertainty, Fiera Milano confirms the forecast EBITDA (Euro 35-45 million) and net financial position (net debt of Euro 0-10 million before IFRS 16 impacts), as set out in the scenario for a resumption of business from September onwards.

Based on current information, the Company estimates that the impact on operating profitability of expected lower revenues from the 2021 Salone del Mobile and, prudentially, from other scheduled exhibitions, can be offset by the effects of the cost containment actions and the government grants under the de minimis regime.

Fiera Milano is ready to get back to business, strengthened by the further development of its suite of new technological solutions and digital services, as well as robust finances for overcoming the current interruption in activities. After repaying in full a Euro 25 million loan on 30 April, the Company still has about Euro 70 million in cash on hand, plus Euro 31 million in unused lines of credit available for short-term financing. The Group therefore has adequate financial resources to cover its short- and medium-term financial requirements, even taking into account the general economic context, which is still marked by uncertainty around the evolution of the COVID-19 epidemic. The 2021-2025 strategic plan shows that, with the resumption of exhibition activities, the Group will be able to generate cash flows adequate to repay the loans received, in compliance with covenants agreed with a view to business continuity.

Fiera Milano remains committed to delivering its strategic plan and to seizing any opportunities that may arise in the future to strengthen its competitive positioning.

Accounting criteria

The Consolidated Interim Management Report of the Fiera Milano Group has been prepared in accordance with Article 154ter 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 2021 are the same as those used for the Consolidated Financial Statements for the full-year 2020, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2021.

The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 31 March 2021 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. As regards comparable data, it should be noted that in preparing the Consolidated Interim Management Report the tax charge has not been calculated, as permitted under Consob Regulations.

It should also be noted that the methodologies used for estimates in the preparation of the Consolidated Interim Management Report at 31 March 2021 are the same as those normally used to prepare the Annual Consolidated Financial Statements.

The list of companies included in the area of consolidation at 31 March 2021 is given in Attachment 1.

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

Financial statements

Full year
to 31/12/20
Consolidated Income Statement
(Amounts in €'000)
1st Quarter
to 31/03/21
1st Quarter
to 31/03/20
% % %
73,635 100 Revenues from sales and services 1,527 100 47,594 100
1,586 2.2 Cost of materials 13 0.9 649 1.4
45,519 61.8 Cost of services 5,767 377.7 20,776 43.7
453 0.6 Costs for use of third party assets 67 4.4 193 0.4
31,852 43.3 Personnel expenses 7,582 496.5 10,797 22.7
2,467 3.4 Other operating expenses 447 29.3 722 1.5
81,877 111.2 Total operating costs 13,876 908.7 33,137 69.6
16,875 22.9 Other income 2,568 168.2 785 1.6
532 0.7 Results of equity-accounted companies 138 9.0 (109) (0.2)
(1,278) (1.7) Allowance for doubtful accounts and other provisions 230 15.1 92 0.2
10,443 14.2 EBITDA (9,873) (646.6) 15,041 31.6
44,761 60.8 Depreciation and amortisation 11,151 730.3 11,265 23.7
- - Adjustments to asset values 22 1.4 - -
(34,318) (46.6) EBIT (21,046) (1,378.3) 3,776 7.9
(12,707) (17.3) Financial income/(expenses) (2,999) (196.4) (3,873) (8.1)
- - Valuation of financial assets - - - -
(47,025) (63.9) Profit/(loss) before income tax from continuing operations (24,045) (1,574.7) (97) (0.2)
- - Profit/(loss) before income tax from discontinued operations 815 53.4 - -
(47,025) (63.9) Profit/(loss) before income tax (23,230) (1,521.3) (97) (0.2)
(46,767) (63.5) - attributable to the shareholders of the controlling entity (23,163) (1,516.9) (21) (0.0)
(258) (0.4) - attributable to non-controlling interests (67) (4.4) (76) (0.2)

Reclassified Consolidated Statement of Financial Position
(Amounts in €'000) 31/03/21 31/12/20 Change
Goodwill 95,036 95,036 -
Intangible assets with a finite useful life 16,734 17,006 (272)
Right-of-use assets 421,772 431,668 (9,896)
Tangible fixed assets 6,377 7,040 (663)
Other non-current assets 43,087 43,062 25
A Non-current assets 583,006 593,812 (10,806)
Inventories and contracts in progress 6,493 5,557 936
Trade and other receivables 24,401 26,705 (2,304)
Other current assets - - -
B Current assets 30,894 32,262 (1,368)
Trade payables 14,472 19,904 (5,432)
Advances 30,725 30,577 148
Tax liabilities 3,053 3,849 (796)
Provisions for risks and charges and other current liabilities 11,822 13,368 (1,546)
C Current liabilities 60,072 67,698 (7,626)
D Net working capital (B - C) (29,178) (35,436) 6,258
E Gross capital employed (A + D) 553,828 558,376 (4,548)
Employee benefit provisions 9,644 10,062 (418)
Provisions for risks and charges and other non-current liabilities 11,335 11,639 (304)
F Non-current liabilities 20,979 21,701 (722)
G NET CAPITAL EMPLOYED continuing operations (E - F) 532,849 536,675 (3,826)
H NET CAPITAL EMPLOYED assets held for sale - - -
TOTAL NET CAPITAL EMPLOYED (G + H) 532,849 536,675 (3,826)
covered by:
Equity attributable to the Group 39,345 (*) 62,883 (23,538)
Non-controlling interests 281 (*) 348 (67)
I Total equity 39,626 63,231 (23,605)
Cash & cash equivalents (70,982) (20,442) (50,540)
Current financial (assets)/liabilities 97,522 93,052 4,470
Non-current financial (assets)/liabilities 466,683 400,834 65,849
Net financial debt/(cash) continuing operations 493,223 473,444 19,779
Net financial debt/(cash) assets held for sale - - -
L Net financial debt/(cash) (TOTAL) 493,223 473,444 19,779
EQUITY AND NET FINANCIAL POSITION (I + L) 532,849 536,675 (3,826)
(*) includes pre-tax result for the period

Comments on the capital and financial position

Non-current assets totalled Euro 583,006 thousand at 31 March 2021, compared to Euro 593,812 thousand at 31 December 2020. A decrease of Euro 10,806 thousand was due to the balance between; Investments of Euro 468 thousand, amortisation and depreciation of Euro 11,151 thousand, exchange rate losses of Euro 67 thousand, changes in the result of equity investments valued using the equity method of Euro 138 thousand and other changes of Euro -194 thousand.

Net working capital went from Euro -35,436 thousand at 31 December 2020 to Euro -29,178 thousand at 31 March 2021.

The Euro 6,258 thousand change in this figure was due to the following:

  • (a) a Euro 1,368 thousand decrease in Current Assets that primarily reflected a fall in "Trade and other receivables" of Euro 2,304 thousand.
  • (b) a decrease in current liabilities of Euro 7,626 thousand, mainly due to the Euro 5,432 thousand decrease in "Trade payables" driven by the suspension of exhibition activities because of COVID-19.

Non-current liabilities totalled Euro 20,979 thousand at 31 March 2021, compared to Euro 21,701 thousand at 31 December 2020.

Equity attributable to the Group at 31 March 2021 was Euro 39,345 thousand compared to Euro 62,883 thousand at 31 December 2020, a decrease of Euro 23,538 thousand due to the following:

  • Euro -23,163 thousand as to pre-tax loss for the period;
  • Euro -472 thousand as to the reserve for hedging transactions;
  • Euro 97 thousand as to exchange rate gains.

Equity attributable to non-controlling interests was Euro 281 thousand at 31 March 2021 compared to Euro 348 thousand at 31 December 2020. The decrease of Euro 67 thousand is due to the loss before taxes for the period.

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

Declaration of the Financial Reporting Officer

The Financial Reporting Officer, Marco Pacini, in accordance 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 2021

Shareholding % Shareholding of Group companies
Share capital Group Directly
held by
Fiera
Indirectly held
through other
Group
Company name and registered office Main activity (000) (*) total Milano 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 Media SpA
Milan, p.le Carlo Magno 1 Media services 2,803 100 100 100 Fiera Milano SpA
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 Organisation of exhibitions in
Rho (Milano), strada Statale del Sempione n. 28 Italy 1,100 60 60 60 Fiera Milano SpA
CIPA Fiera Milano Publicações e Eventos Ltda 99.99 Fiera Milano SpA
São Paulo Brasil, Organisation of exhibitions
na Avenida Angélica, 2491, 20° andar, conjuntos 203 e 204 outside of Italy R \$ 97,981 100 99.99 0.01 0.01 Nolostand SpA
Fiera Milano India Pvt Ltd** Organisation of exhibitions
New Delhi, Barakhamba Road, Connaught Place outside of Italy INR 20,000 99.99 99.99 99.99 Fiera Milano SpA
Fiera Milano Exhibitions Africa Pty Ltd Organisation of exhibitions
Cape Town, 4th Floor, Brewster Building - 77 Hout Street 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 Organisation of exhibitions
Hannover Germany, Messegelaende outside of Italy 25 49 49 49 Fiera Milano SpA
Hannover Milano Fairs Shanghai Co. Ltd Organisation of exhibitions Hannover Milano Global Germany
Shanghai China, Pudong Office Tower outside of Italy USD 500 49 100 100
GmbH
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 INR 274,640 48.99 99.99 Hannover Milano Global Germany
East Mumbai, Andheri outside of Italy 99.99
GmbH
Hannover Milano Best exhibitions Co., Ltd Organisation of exhibitions Hannover Milano Fairs Shanghai
Guangzhou China, West Tower, Poly World Trade Center outside of Italy RMB 1,000 24.99 51 51
Co. Ltd
Hannover Milano XZQ Exhibitions Co., Ltd Organisation of exhibitions Hannover Milano Fairs Shanghai
Shenzhen China outside of Italy RMB 100 29.40 60 60
Co. 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 Management of congresses 10 51 51 51 Fiera Milano Congressi SpA
D) List of companies accounted at cost
Shareholding % Shareholding of Group companies
Directly
held by
Indirectly held
through other
Share capital Group Fiera Group
Company name and registered office
Comitato Golden Card
(000) (*) total Milano companies %
Cinisello Balsamo, viale Fulvio Testi 128 Other activities 3 33.33 33.33 33.33
Fiera Milano SpA
Convention Bureau Italia Scrl
Florence, piazza Adua 1 Other activities 8 2 2 2 Fiera Milano Congressi SpA
Associazione Milano&Partners
Milan Other activities 50 Fiera Milano Congressi SpA
(*) Euro or other currencies as specifically indicated
(**) Company in liquidation

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