Quarterly Report • Nov 10, 2020
Quarterly Report
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This document is available in the Investors section of the Company website, www.fieramilano.it.
This document contains a faithful translation into English of the original report in Italian Resoconto intermedio di gestione consolidato al 30 settembre 2020. 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 30 settembre 2020 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 November 2020
| ▪ | CORPORATE BODIES AND INDEPENDENT AUDITOR | page | 3 |
|---|---|---|---|
| ▪ | BUSINESS MODEL | page | 4 |
| ▪ | GROUP STRUCTURE | page | 5 |
| ▪ | REPORT ON OPERATIONS IN THE THIRD QUARTER 2020 ▫ Summary of results and significant events in the quarter |
page | 6 |
| ▫ Net financial position |
page | 10 | |
| ▫ Business performance by operating segment and geographic area |
page | 11 | |
| ▫ Group personnel |
page | 15 | |
| ▪ | SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD | page | 16 |
| ▪ | BUSINESS OUTLOOK | page | 16 |
| ▪ | PREPARATION CRITERIA | page | 17 |
| ▪ | FINANCIAL STATEMENTS | ||
| ▫ Consolidated income statement |
page | 18 | |
| ▫ Reclassified consolidated statement of financial position |
page | 19 | |
| ▫ Comments on the capital and financial position |
page | 20 | |
| ▪ | DECLARATION OF THE FINANCIAL REPORTING OFFICER | page | 21 |
| ▪ | ATTACHMENT 1 List of companies included in the consolidation area and other investments at 30 September 2020 |
page | 22 |
__________________________________________________________________________________
| Carlo Bonomi | Chairman*** |
|---|---|
| Alberto Baldan | Director* |
| Stefania Chiaruttini | Director* |
| Anna Gatti | Director* |
| Francesca Golfetto | Director* |
| Angelo Meregalli | Director* |
| Marina Natale | Director** |
| Elena Vasco | Director* |
| Luca Palermo | Director*** |
Fabrizio Curci resigned as Chief Executive Officer and General Manager with effect from 18 June 2020.
* Independent Director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998 and the Corporate Governance Code of Borsa Italiana.
______________________________________________________________________________
** Independent Director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998.
*** Carlo Bonomi, co-opted by the Board of Directors on 25 April, was confirmed as Director and Chairman of Fiera Milano S.p.A. at the Shareholders' Meeting of 2 October 2020. At the same meeting, Luca Palermo was appointed to the Board of Directors of Fiera Milano S.p.A., restoring the number of members of the board to nine.
The terms in office of both directors appointed at the Shareholders' Meeting will expire together with the entire Board of Directors upon approval of the financial statements at 31 December 2022.
Stefania Chiaruttini Elena Vasco Francesca Golfetto Alberto Baldan Angelo Meregalli Marina Natale
Riccardo Raul Bauer Chairperson Marco Pacini Daniele Federico Monarca Standing Statutory Auditor Mariella Tagliabue Standing Statutory Auditor Daniele Beretta Substitute Statutory Auditor Marina Scandurra Substitute Statutory Auditor
Piero Antonio Capitini Luigi Bricocoli Basilio Postiglione
--- The Board of Directors was appointed by the Shareholders' Meeting of 20 April 2020 and the mandates of the Directors will expire at the Shareholders' Meeting to approve the Financial Statements at 31 December 2022.
The Board of Directors is invested with the widest 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, in addition to being the legal representative of the Company, is vested with all powers concerning Fiera Milano's institutional external relations. On 18 June 2020, following the resignation of the Chief Executive Officer, Fabrizio Curci, the Chairman was also granted ordinary management powers of the Company from the Board of Directors in compliance with the Succession Plan in place.
The Board of Statutory Auditors was appointed by the Shareholders' Meeting of 23 April 2018 and its mandate expires at the Shareholders' Meeting to approve the Financial Statements at 31 December 2020.
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 involved in all the characteristic phases of the exhibition and congress sector and is one of the leading international integrated companies in the sector.
__________________________________________________________________________
Under the current management approach, the operating segments have been re-defined as follows:
The following table gives the main figures of the Group for the third quarter and for the year to 30 September 2020 with comparable data for the same quarter of the previous year, as well as figures for the full year 2019.
| Full year at 31/12/19 |
Fiera Milano Group Summary of key figures (Amounts in € '000) |
3rd Quarter at 30/09/20 |
3rd Quarter at 30/09/19 |
9 months at 30/09/20 |
9 months at 30/09/19 |
|---|---|---|---|---|---|
| 279,711 | Revenues from sales and services | 11,279 | 30,059 | 67,267 | 183,941 |
| 106,054 | EBITDA (a) | (5,842) | 2,046 | 4,730 | 64,445 |
| 59,598 | EBIT | (16,991) | (9,156) | (28,868) | 30,417 |
| 46,233 | Profit/(loss) before income tax from continuing operations | (20,172) | (12,431) | (38,841) | 20,296 |
| - | Profit/(loss) before income tax from discontinued operations | - | - | - | - |
| 46,233 | Profit/(loss) before income tax: | (20,172) | (12,431) | (38,841) | 20,296 |
| 46,329 | - Attributable to the shareholders of the controlling entity | (20,115) | (12,424) | (38,638) | 20,327 |
| (96) | - Attributable to non-controlling interests | (57) | (7) | (203) | (31) |
| 512,907 | Net capital employed (b) | 534,450 | 522,368 | 534,450 | 522,368 |
| covered by: | |||||
| 107,276 | Equity attributable to the Group | 58,503 * | 93,060 * | 58,503 * | 93,060 * |
| 580 | Equity attributable to non-controlling interests | 378 * | 30 * | 378 * | 30 * |
| (68,343) | Net financial debt/(cash) before IFRS 16 effects | 13,519 | (51,701) | 13,519 | (51,701) |
| 405,051 | Total net financial debt/(cash) | 475,569 | 429,278 | 475,569 | 429,278 |
| 2,635 | Investments (continuing operations and assets held for sale) | 708 | 3,320 | 3,899 | 4,110 |
| 707 | Employees (no. of permanent employees at the end of period) | 717 | 689 | 717 | 689 |
| * includes pre-tax result for the period | |||||
| (a) EBITDA is the operating result before depreciation and amortisation and adjustments to asset values. (b) Net capital employed is the sum of non-current assets, non-current liabilities and net working capital. |
The exhibition/congress sector was one of the sectors most affected by the crisis caused by the Covid-19 pandemic, which led to the suspension of exhibition activities in the period from 23 February to 31 August.
In particular, the results for the quarter compared to the same period of 2019 were severely affected by the prolonged suspension, despite the significant cost reduction actions implemented by Fiera Milano from March in relation to the management of exhibition sites and staff, among other things. Among other things, negotiations are continuing between the Company and Fondazione Fiera Milano, owner of the exhibition sites, to determine a reduction in rent for the year 2020, in relation to the suspension of activities due to force majeure.
Against this particularly challenging backdrop and facing a marked contraction in revenues, Fiera Milano has made every effort to a) protect the health and safety of its customers, suppliers and employees; b) reduce its cost base and protect its financial room for manoeuvre; c) support customers both operationally and financially; d) contribute to the creation of a protocol for containing the spread of Covid-19, in cooperation with the competent authorities and other exhibition operators, including through industry associations, to ensure that events can resume safely; e) speed up initiatives for the technological and digital development of the Rho exhibition centre.
Fiera Milano was the first Italian trade fair operator – and among the first in Europe – to resume physical events with Milano Unica, held on 8 and 9 September. Following on from lockdown, the event was supported by new technological infrastructure made possible by investments in Smart District, age and the Fiera Milano Platform. Fiera Milano Platform will become an increasingly important strategic business tool, enabling hybrid exhibition formats and expanding the range of services available to the various participants in exhibitions. This customer-centric platform helps improve their experience, driving up acquisition and retention rates through better customer experience and creating communities for each supply chain.
It should be noted that:
On 28 July 2020, pursuant to art. 6.P.5 of the Corporate Governance Code of Borsa Italiana, Fiera Milano S.p.A. announced that it had signed an agreement for the termination of all relationships with Mr Curci, following his resignation effective as of 18 June 2020.
Mr Curci was paid all due severance indemnities, calculated as per payroll records at the date of the relationships' termination, as well as a severance pay amount of Euro 288 thousand.
In accordance with agreements reached after the termination of Mr Curci's executive role at Fiera Milano S.p.A., Mr Curci was paid Euro 190 thousand gross, as a new and all-inclusive settlement implying mutual waivers. The fees due were paid on 27 August 2020.
It should also be noted that the settlement resulted in changes to the employee contract, as stated in the Company's Remuneration Policy.
The business of the Group is seasonal due to a calendar of exhibitions that have a biennial and multiannual frequency. Moreover, the lack of exhibitions in Italy in July and August had a significant impact on the results for the quarter. Given this seasonality, the revenues and results of a single quarter cannot be ratioed to the entire year and can also vary significantly from quarter to quarter.
The onset of the Covid-19 pandemic has led to lower than expected results. Accordingly, when preparing the half-year financial report, the Group carried out impairment testing on intangible assets recorded in the financial statements as at 30 June 2020, which showed no impairment losses on goodwill or equity investments recognised in the consolidated financial statements. The impairment test was performed on the basis of a strongly negative scenario (stress test), representing the worst of the various future scenarios, including the effects of a second wave of the pandemic in the latter part of the year. For further details refer to note 5 to the Interim Condensed Consolidated Financial Statements at 30 June 2020.
Given the capital and financial position of the first nine months of 2020, the financial forecasts in the budget and in the 2020-2023 Impairment Plan, approved by the Board of Directors on 14 November 2019 and 23 January 2020, and subsequent revisions and taking into account the forecasts for working capital requirements and for the financial and capital position of the Group, the Consolidated Interim Report has been prepared on a going concern basis, as fully described in the report on operations in the paragraph "Business outlook".
In detail, the figures for the third quarter of 2020 and the year-to-date figures at 30 September 2020 showed the following main trends:
The main changes for the quarter, in terms of exhibition space, were as follows:
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 |
3rd Quarter at 30/09/20 | 3rd Quarter at 30/09/19 | 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: | 14 | 9 | 10 | 5 | 4 | 4 |
| Italy | 7 | 2 | 7 | 2 | - | - |
| . annual | 7 | 2 | 7 | 2 | - | - |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| Foreign countries | 7 | 7 | 3 | 3 | 4 | 4 |
| . annual | 7 | 7 | 3 | 3 | 4 | 4 |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| Number of congresses with related exhibition space - Italy |
1 | - | 7 | - | (6) | - |
| Net sq.metres of exhibition space: | 222,825 | 163,435 | 306,015 | 181,150 | (83,190) | (17,715) |
| Italy | 63,290 | 3,900 | 158,105 | 33,240 | (94,815) | (29,340) |
| . annual (a) | 63,290 | 3,900 | 158,105 | 33,240 | (94,815) | (29,340) |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| (a) of which congresses with related exhibition space | 490 | - | 8,245 | - | (7,755) | - |
| Foreign countries | 159,535 | 159,535 | 147,910 | 147,910 | 11,625 | 11,625 |
| . annual | 159,535 | 159,535 | 147,910 | 147,910 | 11,625 | 11,625 |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| Number of exhibitors: | 3,585 | 2,340 | 4,950 | 2,145 | (1,365) | 195 |
| Italy | 1,535 | 290 | 3,595 | 790 | (2,060) | (500) |
| . annual (b) | 1,535 | 290 | 3,595 | 790 | (2,060) | (500) |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
| (b) of which congresses with related exhibition space | 40 | - | 610 | - | (570) | - |
| Foreign countries | 2,050 | 2,050 | 1,355 | 1,355 | 695 | 695 |
| . annual | 2,050 | 2,050 | 1,355 | 1,355 | 695 | 695 |
| . biennial | - | - | - | - | - | - |
| . multi-annual | - | - | - | - | - | - |
EBITDA in the first nine months was Euro 4,730 thousand, a decrease of Euro 59,715 thousand compared to the figure for the corresponding period of the previous year. The change was due to the dynamics already described for the quarter. The impact of IFRS 16 in the nine months under review amounted to Euro 35,364 thousand compared with the figure recorded in the same quarter of the previous year (Euro 35,964 thousand).
EBIT in the first nine months of 2020 was Euro -28,868 thousand (Euro 30,417 thousand at 30 September 2019). The decrease of Euro 59,285 reflects the EBITDA performance. The impact of IFRS 16 in the nine months under review amounted to Euro 5,683 thousand compared with the figure recorded in the same period of the previous year (Euro 5,892 thousand).
Profit/loss before tax in the first nine months amounted to Euro -38,841 thousand compared to Euro 20,296 thousand at 30 September 2019. The Profit/loss before tax was attributable Euro -38,638 thousand to the shareholders of the controlling entity (Euro 20,327 thousand at 30 September 2019) and Euro -203 thousand to noncontrolling interests (Euro -31 thousand at 30 September 2019).
The Group net financial position and its breakdown are shown in the following table.
| Group Net Financial Position | ||||
|---|---|---|---|---|
| 31/12/19 | (Amounts in € '000) | 30/09/20 | 30/06/20 | Change |
| 68,031 | A. Cash (including bank balances) | 27,571 | 39,179 | (11,608) |
| - | B. Other cash equivalents | - | - | - |
| - | C. Securities held for trading | - | - | - |
| 68,031 | D. Cash and cash equivalents (A+B+C) | 27,571 | 39,179 | (11,608) |
| 1,320 | E. Current financial assets | 1,326 | 1,708 | (382) |
| - | - E.1 of which Current financial assets to the controlling shareholder | - | 388 | (388) |
| 1,320 | - E.2 of which Current financial assets to other related parties | 1,326 | 1,320 | 6 |
| 1 | F. Current bank borrowings | 35,003 | 24,940 | 10,063 |
| - | G. Current portion of non-current debt | - | - | - |
| 1,057 | H. Other current financial liabilities | 12,250 | 449 | 11,801 |
| 449 | - H.1 of which Other current financial liabilities to the controlling shareholder | 11,835 | 11,835 - | |
| 1,058 | I. Current financial debt (F+G+H) | 47,253 | 25,389 | 21,864 |
| (68,293) | J. Current net financial debt (cash) (I-E-D) | 18,356 | (15,498) | 33,854 |
| 50 | K. Non-current financial assets | 4,837 | 4,734 | 103 |
| 50 | - K.1 of which non-current financial assets to other related parties | 50 | 50 | - |
| - | L. Non-current bank borrowings | - | - | - |
| - | M. Debt securities in issue | - | - | - |
| - | N. Other non-current liabilities | - | - | - |
| (50) | O. Non-current financial debt (-K+L+M+N) | (4,837) | (4,734) | (103) |
| (68,343) | Net financial debt/(cash) from continuing operations (J+O) | 13,519 | (20,232) | 33,751 |
| - | Net financial debt/(cash) from assets held for sale | - | - | - |
| (68,343) | P. Net financial debt/(cash) before IFRS 16 effects | 13,519 | (20,232) | 33,751 |
| 33,992 | Q. Current financial liabilities related to the right of use of assets | 47,279 | 46,229 | 1,050 |
| 32,423 | - Q.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder | 45,741 | 44,682 | 1,059 |
| 439,402 | R. Non-current financial liabilities related to the right of use of assets | 414,771 | 423,567 | (8,796) |
| 433,693 | - R.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder | 410,302 | 418,698 | (8,396) |
| 473,394 | IFRS 16 financial effects | 462,050 | 469,796 | (7,746) |
| 405,051 | S. Total net financial debt/(cash) (P+Q+R) | 475,569 | 449,564 | 26,005 |
Excluding the IFRS 16 lease liability, the net financial position at 30 September 2020 showed net financial debt of Euro 13,519 thousand, compared to a cash position of Euro 20,232 thousand at 30 June 2020.
The decrease was due to the suspension of exhibition activities as a result of the Covid-19 emergency from the end of February 2020, which had a significant impact on working capital.
The net financial debt including the IFRS 16 lease liability amounted to Euro 475,569 thousand (Euro 449,564 thousand at 30 June 2020).
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 | |||||||||
| (Amounts in € '000) | 3rd Quarter at 30/09/20 | 3rd Quarter at 30/09/19 | 9 months at 30/09/20 | 9 months at 30/09/19 | |||||
| Revenues from sales and services | |||||||||
| - By operating segment: | % | % | % | % | |||||
| . Italian Exhibition Business | 10,303 | 86.4 | 22,917 | 73.5 | 59,712 | 85.3 | 152,111 | 79.9 | |
| . Foreign Exhibition Business | (15) | (0.1) | 212 | 0.7 | 1,132 | 1.6 | 3,330 | 1.7 | |
| . Media | 1,303 | 10.9 | 1,914 | 6.1 | 4,693 | 6.7 | 7,709 | 4.0 | |
| . Congresses | 331 | 2.8 | 6,153 | 19.7 | 4,482 | 6.4 | 27,344 | 14.4 | |
| 100.0 | 100.0 | 100.0 | 190,494 | 100.0 | |||||
| Total revenues gross of adjustments for inter-segment transactions | 11,922 | 31,196 | 70,019 | ||||||
| . Adjustments for inter-segment transactions | (643) | (1,137) | (2,752) | (6,553) | |||||
| Total revenues net of adjustments for inter-segment transactions | 11,279 | 30,059 | 67,267 | 183,941 | |||||
| - By geographic area: | 100.1 | ||||||||
| . Italy | 11,291 | 29,849 | 99.3 | 66,224 | 98.4 | 180,723 | 98.3 | ||
| . Foreign countries Total |
(12) 11,279 |
(0.1) 100.0 |
210 30,059 |
0.7 100.0 |
1,043 67,267 |
1.6 100.0 |
3,218 183,941 |
1.7 100.0 |
|
| Gross operating result | |||||||||
| % | % | % | % | ||||||
| - By operating segment: | on revenues | on revenues | on revenues | on revenues | |||||
| . Italian Exhibition Business | (4,408) | (42.8) | (602) | (2.6) | 7,446 | 12.5 | 51,687 | 34.0 | |
| . Foreign Exhibition Business | (54) | 360.0 | 978 | 461.3 | (1,096) | (96.8) | 3,494 | 104.9 | |
| . Media | (255) | (19.6) | (136) | (7.1) | (72) | (1.5) | 680 | 8.8 | |
| . Congresses | (1,127) | (340.5) | 1,812 | 29.4 | (1,544) | (34.4) | 8,586 | 31.4 | |
| . Adjustments for inter-segment transactions | 2 | (6) | (4) | (2) | |||||
| Total | (5,842) | (51.8) | 2,046 | 6.8 | 4,730 | 7.0 | 64,445 | 35.0 | |
| - By geographic area: | |||||||||
| . Italy | (5,790) | (51.3) | 1,066 | 3.6 | 5,916 | 8.9 | 61,063 | 33.8 | |
| . Foreign countries | (52) | 433.3 | 980 | 466.7 | (1,186) | (113.7) | 3,382 | 105.1 | |
| Total | (5,842) | (51.8) | 2,046 | 6.8 | 4,730 | 7.0 | 64,445 | 35.0 | |
| Net operating result (EBIT) | % | % | % | % | |||||
| - By operating segment: | on revenues | on revenues | on revenues | on revenues | |||||
| . Italian Exhibition Business | (14,219) | (138.0) | (10,436) | (45.5) | (22,118) | (37.0) | 21,743 | 14.3 | |
| . Foreign Exhibition Business | (123) | 820.0 | 862 | 406.6 | (1,330) | (117.5) | 3,145 | 94.4 | |
| . Media | (279) | (21.4) | (192) | (10.0) | (144) | (3.1) | 509 | 6.6 | |
| . Congresses | (2,372) | (716.6) | 616 | 10.0 | (5,272) | (117.6) | 5,022 | 18.4 | |
| . Adjustments for inter-segment transactions | 2 | (6) | (4) | (2) | |||||
| Total | (16,991) | (150.6) | (9,156) | (30.5) | (28,868) | (42.9) | 30,417 | 16.5 | |
| - By geographic area: | |||||||||
| . Italy | (16,870) | (149.4) | (10,019) | (33.6) | (27,448) | (41.4) | 27,384 | 15.2 | |
| . Foreign countries | (121) | 1008.3 | 863 | 411.0 | (1,420) | (136.1) | 3,033 | 94.3 | |
| Total | (16,991) | (150.6) | (9,156) | (30.5) | (28,868) | (42.9) | 30,417 | 16.5 | |
| Employees | |||||||||
| (no. of permanent employees at the end of the period) | |||||||||
| - By operating segment: | % | % | % | % | |||||
| . Italian Exhibition Business | 509 | 70.9 | 483 | 70.2 | 509 | 70.9 | 483 | 70.2 | |
| . Foreign Exhibition Business | 106 | 14.8 | 103 | 14.9 | 106 | 14.8 | 103 | 14.9 | |
| . Media | 52 | 7.3 | 54 | 7.8 | 52 | 7.3 | 54 | 7.8 | |
| . Congresses | 50 | 7.0 | 49 | 7.1 | 50 | 7.0 | 49 | 7.1 | |
| Total | 717 | 100.0 | 689 | 100.0 | 717 | 100.0 | 689 | 100.0 | |
| - By geographic area: . Italy |
611 | 85.2 | 586 | 85.1 | 611 | 85.2 | 586 | 85.1 | |
| . Foreign countries | 106 | 14.8 | 103 | 14.9 | 106 | 14.8 | 103 | 14.9 | |
| Total | 717 | 100.0 | 689 | 100.0 | 717 | 100.0 | 689 | 100.0 | |
Revenues from sales and services, before transaction netting among the four operating segments of the Group, were Euro 11,922 thousand, a decrease of Euro 19,274 thousand compared to the third quarter of 2019.
Group EBITDA was Euro -5,842 thousand, a decrease compared to the figure for the third quarter of 2019 (Euro 2,046 thousand). The breakdown by operating segment was as follows:
Foreign Exhibitions Business: recorded EBITDA of Euro -54 thousand compared to Euro 978 thousand in the same period of the previous year. The change in the quarter was mainly due to the aforementioned trend in revenue and the result of the joint venture with the partner Deutsche MESSE AG. The change for the nine months was due mainly to the downsizing of the exhibitions in China due to the epidemic. Exhibitions activity in China resumed from August.
Media: recorded EBITDA of Euro -255 thousand compared to Euro -136 thousand in the same period of the previous year. The change for the quarter and the year-to-date figure reflects the previously mentioned trend in revenues, most of which offset by the decrease in personnel costs due to the activation of the Ordinary Wage Guarantee Scheme (CIGO), the lower impact of operating costs, the change in provisions and the optimisation of publication production costs.
The EBIT of the four operating segments in the third quarter of 2020 totalled Euro -16,991 thousand compared to Euro -9,156 thousand in the same period of the previous year.
The breakdown by geographic area in the third quarter showed revenues from foreign activities of Euro -12 thousand, a decrease of Euro 222 thousand compared to the figure for the same period of the previous year. EBITDA was Euro -52 thousand, recording a decrease of Euro 1,032 thousand compared to the same period in the previous year. EBIT was Euro -121 thousand, compared to Euro 863 thousand for the same period of the previous year.
The EBIT of the four operating segments in the first nine months of 2020 totalled Euro -28,868 thousand compared to Euro 30,417 thousand in the same period of the previous year.
The breakdown by geographic area in the first nine months showed revenues from foreign activities of Euro 1,043 thousand, a decrease of Euro 2,175 thousand compared to the figure for the same period of the previous year. EBITDA was Euro -1,186 thousand, recording a decrease of Euro 4,568 thousand compared to the same period in the previous year. EBIT was Euro -1,420 thousand, compared to Euro 3,033 thousand for the same period of the previous year.
During the quarter under review, 7 exhibitions and 1 event for a congress with related exhibition space were held at the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 63,290 square metres, compared to 158,105 in the same period of the previous year, and the number of exhibitors went from 3,595 in the third quarter of 2019 to 1,535 in the third quarter of 2020.
Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 163,435 square metres, equal to approximately 73% 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 30/09/20 |
Quarter to 30/09/19 |
Quarter to 30/09/20 |
Quarter to 30/09/19 |
|||||
| Directly organised | |||||||||
| - HOMI Fashion&Jewels | 3,900 | 11,905 | 155 | 540 | |||||
| - HOMI Outdoor | a) | 21,335 | a) | 250 | |||||
| - Miart (digital edition) | b) | c) | 135 | c) | |||||
| Total annual exhibitions directly organised | 3,900 | 33,240 | 290 | 790 | |||||
| Hosted | |||||||||
| - Milano Unica (Autumn) | 12,335 | 34,110 | 225 | 470 | |||||
| - Mipel (September) | 2,530 | 7,875 | 70 | 270 | |||||
| - The Micam (Autumn) | 19,595 | 60,365 | 435 | 1,245 | |||||
| - The One Milano (September) | d) | 1,380 | d) | 70 | |||||
| - A new point of view* | 10,650 | c) | 265 | c) | |||||
| - Milano Auto Classica | 13,790 | c) | 210 | c) | |||||
| - Milan Games Week | c) | 12,890 | c) | 140 | |||||
| Total annual exhibitions hosted | 58,900 | 116,620 | 1,205 | 2,195 | |||||
| Total annual Exhibitions | 62,800 | 149,860 | 1,495 | 2,985 | |||||
| TOTAL EXHIBITIONS | 62,800 | 149,860 | 1,495 | 2,985 | |||||
| - Congresses with related exhibition space | 490 | 8,245 | 40 | 610 | |||||
| TOTAL | 63,290 | 158,105 | 1,535 | 3,595 |
* The exhibition is a reconfiguration of LineaPelle.
a) The exhibition did not take place.
b) The exhibition took place in digital form.
c) The exhibition will take place/was held in subsequent quarters.
d) The exhibition took place as a sector within The Micam (Autumn).
During the third quarter of 2020, 7 exhibitions were held at exhibition sites abroad and the net exhibition space occupied totalled 159,535 square metres (in the third quarter of 2019, this figure was 147,910 square metres). The number of exhibitors was 2,050 (1,355 in the third quarter of 2019).
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 30/09/20 |
Quarter to 30/09/19 |
Quarter to 30/09/20 |
Quarter to 30/09/19 |
|||||
| Annual Exhibitions: | ||||||||
| Organised in China | ||||||||
| - Chinafloor Domotex Shanghai ° | 29,880 | a) | 855 | a) | ||||
| - DDE * | 235 | - | 15 | - | ||||
| - Industrial Automation Shanghai ° | 25,130 | 31,210 | 515 | 715 | ||||
| - Let China Guangzhou | 6,985 | a) | 220 | a) | ||||
| - Metal + Metallurgy | 830 | a) | 15 | a) | ||||
| - Metalworking and CNC Mach. Tool Shanghai ° | 23,565 | 33,200 | 340 | 540 | ||||
| - Motor Show Chengdu ° | 72,910 | 83,500 | 90 | 100 | ||||
| Total annual exhibitions in China | 159,535 | |||||||
| TOTAL EXHIBITIONS | 159,535 | 147,910 | 2,050 | 1,355 |
* First edition of the exhibition.
° The exhibition was organized in partnership.
a) The exhibition in 2019 took place in subsequent quarters.
At 30 September 2020, Group employees totalled 717. The breakdown compared to 30 June 2020 was as follows:
| 31/12/19 | Permanent employees at end of period (units) |
30/09/20 | 30/06/20 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Fully consolidated companies: | Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
| 27 | 25 | 2 | Executives | 26 | 25 | 1 | 26 | 25 | 1 |
| 592 | 562 | 30 | Managers and White collar workers (including Journalists) | 603 | 570 | 33 | 598 | 566 | 32 |
| 619 | 587 | 32 | Total | 629 | 595 | 34 | 624 | 591 | 33 |
| 5 | 2 | 3 | Equity-accounted companies (a): Executives |
5 | 2 | 3 | 5 | 2 | 3 |
| 83 | 13 | 70 | White collar workers | 83 | 14 | 69 | 83 | 14 | 69 |
| 88 | 15 | 73 | Total | 88 | 16 | 72 | 88 | 16 | 72 |
| 707 | 602 | 105 | TOTAL (a) the indicated data corresponds to the pro-quota of total employees |
717 | 611 | 106 | 712 | 607 | 105 |
Compared to 30 June 2020, the number of permanent employees posted a net increase of 5.
The Ordinary and Extraordinary Shareholders' Meeting of the Parent Company was held on 2 October 2020:
As part of the measures taken to counter and contain the spread of Covid-2019, the Prime Ministerial Decree of 25 October 2020 banned exhibitions of all kinds, congresses and other similar events – except those held remotely – for the period from 26 October to 24 November.
Although September saw the resumption of in-person events, the worsening of the health emergency due to a rapid rise in cases in Italy and elsewhere, has led to new restrictions being put in place. In Italy, recent government regulations initially confirmed the possibility of holding exhibitions and congresses but subsequently suspended conventions and congresses (except if held remotely) and then all exhibitions.
Against this highly uncertain and changeable environment, the Company has taken further cost reduction actions affecting both site management and staff, and through widespread adoption of remote working.
The adoption of these measures, together with the impact of the probable reduction in rents for the Rho and Milan sites, subject to negotiation with Fondazione Fiera Milano, allow to support positively the result for the current year.
Given the current high levels of uncertainty, which makes it harder to plan and schedule exhibitions and conferences, the Company has begun a process of strategic reflection that will culminate in a new Business Plan.
The plan will be presented to the market in early 2021 and will aim to respond effectively to the impact of the pandemic, outline future scenarios and identify the key factors to compete successfully in the "New Normal", where technological innovation and digital transformation will play a major role.
As a leading national and international operator, Fiera Milano will continue to take all possible actions to support the growth and internationalisation of companies.
The Consolidated Interim Management Report of the Fiera Milano Group has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and with Consob Issuers' Regulation no. 11971 of 14 May 1999 and subsequent amendments and integrations.
___________________________________________________________________________
The income-statement, balance-sheet and cash-flow figures have been prepared in compliance with the recognition and measurement requirements of the International Accounting Standards IAS/IFRS, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.
The recognition and measurement criteria used to prepare the accounts for the third quarter of 2020 are the same as those used for the 2019 Consolidated Financial Statements, with the addition of accounting standards endorsed by the European Union and applicable from 1 January 2020.
Starting from the current year, personnel expenses directly attributable to the exhibitions are recognised in profit or loss at the time the event takes place.
The Consolidated Financial Statements were prepared on the basis of accounting positions at 30 September 2020, as approved by the Boards of Directors of the companies included in the area of consolidation, and prepared by the consolidated Group companies. As regards comparable data, it should be noted that in preparing this Consolidated Interim Management Report at 30 September 2020 the tax charge was not calculated, as permitted under CONSOB Regulations.
Note that the estimation procedures adopted in preparation of this Report at 30 September 2020 were essentially the same as those normally adopted to prepare the annual Consolidated Financial Statements.
The list of companies included in the area of consolidation at 30 September 2020 is provided in Attachment 1.
The Consolidated Interim Management Report has not been subject to legal audit.
| Full year to 31/12/19 |
Consolidated Income Statement (Amounts in €'000) |
3rd Quarter to 30/09/20 |
3rd Quarter to 30/09/19 |
9 months to 30/09/20 |
9 months to 30/09/19 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % | % | % | ||||||
| 279,711 | 100 | Revenues from sales and services | 11,279 | 100 | 30,059 | 100 | 67,267 | 100 | 183,941 | 100 |
| 2,489 | 0.9 | Cost of materials | 286 | 2.5 | 347 | 1.2 | 1,597 | 2.4 | 1,730 | 0.9 |
| 121,215 | 43.3 | Cost of services | 9,274 | 82.2 | 18,906 | 62.9 | 38,559 | 57.3 | 85,534 | 46.5 |
| 486 | 0.2 | Costs for use of third party assets | 60 | 0.5 | 67 | 0.2 | 316 | 0.5 | 351 | 0.2 |
| 47,432 | 17.0 | Personnel expenses | 7,259 | 64.4 | 10,324 | 34.3 | 24,544 | 36.5 | 34,496 | 18.8 |
| 4,778 | 1.7 | Other operating expenses | 641 | 5.7 | 458 | 1.5 | 1,875 | 2.8 | 2,988 | 1.6 |
| 176,400 | 63.1 | Total operating costs | 17,520 | 155.3 | 30,102 | 100.1 | 66,891 | 99.4 | 125,099 | 68.0 |
| 2,428 | 0.9 | Other income | 533 | 4.7 | 586 | 1.9 | 1,721 | 2.6 | 1,917 | 1.0 |
| 3,768 | 1.3 | Results of equity-accounted companies | (36) | (0.3) | 1,500 | 5.0 | (773) | (1.1) | 3,871 | 2.1 |
| 3,453 | 1.2 | Allowance for doubtful accounts and other provisions | 98 | 0.9 | (3) | (0.0) | (3,406) | (5.1) | 185 | 0.1 |
| 106,054 | 37.9 | EBITDA | (5,842) | (51.8) | 2,046 | 6.8 | 4,730 | 7.0 | 64,445 | 35.0 |
| 45,171 | 16.1 | Depreciation and amortisation | 11,149 | 98.8 | 11,202 | 37.3 | 33,598 | 49.9 | 34,028 | 18.5 |
| 1,285 | 0.5 | Adjustments to asset values | - | - | - - | - - | - - | |||
| 59,598 | 21.3 | EBIT | (16,991) | (150.6) | (9,156) | (30.5) | (28,868) | (42.9) | 30,417 | 16.5 |
| (13,365) | (4.8) | Financial income/(expenses) | (3,181) | (28.2) | (3,275) | (10.9) | (9,973) | (14.8) | (10,121) | (5.5) |
| - | - | Valuation of financial assets | - | - | - - | - - | - - | |||
| 46,233 | 16.5 | Profit/(loss) before income tax from continuing operations | (20,172) | (178.8) | (12,431) | (41.4) | (38,841) | (57.7) | 20,296 | 11.0 |
| - | - | Profit/(loss) before income tax from discontinued operations | - | - | - - | - - | - - | |||
| 46,233 | 16.5 | Profit/(loss) before income tax: | (20,172) | (178.8) | (12,431) | (41.4) | (38,841) | (57.7) | 20,296 | 11.0 |
| 46,329 | 16.6 | - attributable to the shareholders of the controlling entity | (20,115) | (178.3) | (12,424) | (41.3) | (38,638) | (57.4) | 20,327 | 11.1 |
| (96) | (0.0) | - attributable to non-controlling interests | (57) | (0.5) | (7) | (0.0) | (203) | (0.3) | (31) | (0.0) |
| 31/12/19 | Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
30/09/20 | 30/06/20 | Change | |
|---|---|---|---|---|---|
| 95,036 | Goodwill | 95,036 | 95,036 | - | |
| 14,640 | Intangible assets with a finite useful life | 14,091 | 14,137 | (46) | |
| 469,571 | Right-of-use assets | 441,518 | 451,427 | (9,909) | |
| 9,155 | Tangible fixed assets | 7,216 | 9,707 | (2,491) | |
| 34,078 | Other non-current assets | 32,539 | 33,707 | (1,168) | |
| 622,480 | A Non-current assets | 590,400 | 604,014 | (13,614) | |
| 2,231 | Inventories and contracts in progress | 4,689 | 4,099 | 590 | |
| 40,356 | Trade and other receivables | 39,506 | 34,744 | 4,762 | |
| 42,587 | B Current assets | 44,195 | 38,843 | 5,352 | |
| 41,985 | Trade payables | 24,063 | 20,160 | 3,903 | |
| 49,227 | Advances | 28,808 | 36,925 | (8,117) | |
| 2,979 | Tax liabilities | 4,184 | 4,432 | (248) | |
| 36,111 | Provisions for risks and charges and other current liabilities | 22,206 | 30,178 | (7,972) | |
| 130,302 | C Current liabilities | 79,261 | 91,695 | (12,434) | |
| (87,715) | D Net working capital (B - C) | (35,066) | (52,852) | 17,786 | |
| 534,765 | E Gross capital employed (A + D) | 555,334 | 551,162 | 4,172 | |
| 9,898 | Employee benefit provisions | 10,003 | 9,884 | 119 | |
| 11,960 | Provisions for risks and charges and other non-current liabilities | 10,881 | 6,524 | 4,357 | |
| 21,858 | F Non-current liabilities | 20,884 | 16,408 | 4,476 | |
| 512,907 | G NET CAPITAL EMPLOYED continuing operations (E - F) | 534,450 | 534,754 | ( 304) | |
| - | H | NET CAPITAL EMPLOYED assets held for sale | - | - | - |
| 512,907 | TOTAL NET CAPITAL EMPLOYED (G + H) | 534,450 | 534,754 | ( 304) | |
| covered by: | |||||
| 107,276 | Equity attributable to the Group | 58,503 * | 84,724 | (26,221) | |
| 580 | Non-controlling interests | 378 * | 466 | (88) | |
| 107,856 | I Total equity | 58,881 | 85,190 | (26,309) | |
| (68,031) | Cash & cash equivalents | (27,571) | (39,179) | 11,608 | |
| 33,730 | Current financial (assets)/liabilities | 93,206 | 69,909 | 23,297 | |
| 439,352 | Non-current financial (assets)/liabilities | 409,934 | 418,834 | (8,900) | |
| Net financial position from continuing operations | 475,569 | 449,564 | 26,005 | ||
| 405,051 | - | - | - | ||
| - | Net financial position from assets held for sale | ||||
| 405,051 | L Net financial position (TOTAL) | 475,569 | 449,564 | 26,005 |
At 30 September 2020, non-current assets totalled Euro 590,400 thousand compared to Euro 604,014 thousand at 30 June 2020. The change of Euro 13,614 thousand relates to the net balance of investments for Euro 708 thousand, depreciation and amortisation for Euro 11,149 thousand, decreases of 1,859 thousand, exchange differences of Euro -718 thousand, changes in equity investments of Euro -36 thousand, decrease in deferred tax assets of Euro 477 thousand and other changes for Euro -83 thousand.
Net working capital went from Euro -52,852 thousand at 30 June 2020 to Euro -35,066 thousand at 30 September 2020.
The Euro 17,786 thousand change in this figure was due to the following:
At 30 September 2020, non-current liabilities totalled Euro 20,884 thousand compared to Euro 16,408 thousand at 30 June 2020. The increase is mainly due to the fact that the balance at 30 June 2020 included the amount receivable for deferred tax assets not included in this report as it was prepared gross of tax effects.
Group equity at 30 September 2020 was Euro 58,503 thousand compared to Euro 84,724 thousand at 30 June 2020, a decrease of Euro 26,221 thousand due to the following:
Equity attributable to non-controlling interests was Euro 378 thousand at 30 September 2020 compared to Euro 466 thousand at 30 June 2020. The decrease of Euro 88 thousand is attributable Euro -57 thousand to the pre-tax loss for the period and Euro -31 thousand to income taxes included in the Half-year Financial Report at 30 June 2020 which are instead excluded from this Report in that it was prepared gross of tax effects.
Information on the changes in financial assets and liabilities is given in the section on the net financial position.
The Financial Reporting Officer, Marco Pacini, in accordance with Article 154-bis, paragraph 2 of the Consolidated Finance Act, hereby declares that the accounting information contained in this Report is consistent with the Company's official documents, books and accounting records.
Attachment 1
| Shareholding % | Shareholding of Group companies | ||||||
|---|---|---|---|---|---|---|---|
| Directly held by |
Indirectly held | ||||||
| Company name and registered office | Main activity | Share capital (000) (*) |
Group total |
Fiera Milano |
through other Group companies |
% | |
| A) Parent Company | |||||||
| Fiera Milano SpA | |||||||
| Milan, p.le Carlo Magno 1 | Organisation and hosting of 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 | |||||||
| Rho (Milano), strada Statale del Sempione n. 28 | Organisation of exhibitions in Italy |
1,100 | 60 | 60 | 60 Fiera Milano SpA | ||
| CIPA Fiera Milano Publicações e Eventos Ltda | Organisation of exhibitions | 99.99 Fiera Milano SpA |
|||||
| São Paulo,Avenida Angélica, n° 2491, Conjunto 204, Bairro Consolação | 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 | ||
| Limited Liability Company "Fiera Milano" ** | Organisation of exhibitions | ||||||
| Moscow, 24 A/1 ul. B. Cherkizovskaya | outside of Italy | RUB 10,000 | 100 | 100 | 100 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 | 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 | |||||||
| Guangzhou China, West Tower, Poly World Trade Center | Organisation of exhibitions outside of Italy |
RMB 1,000 | 24.99 | 51 | Hannover Milano Fairs Shanghai Co. 51 Ltd |
||
| Hannover Milano XZQ Exhibitions Co., Ltd | |||||||
| Shenzhen China | Organisation of exhibitions outside of Italy |
RMB 100 | 29.40 | 60 | Hannover Milano Fairs Shanghai Co. 60 Ltd |
||
| Ipack Ima Srl | |||||||
| Rho, S.S. del Sempione km 28 | Organisation of exhibitions in Italy |
49.00 20 | 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 | ||
| D) List of companies accounted at cost Comitato Golden Card |
|||||||
| Cinisello Balsamo, viale Fulvio Testi 128 | Other activities | 33.33 3 | 33.33 | 33.33 Fiera Milano SpA |
|||
| Covention Bureau Italia Scrl | |||||||
| Firenze, 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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