Quarterly Report • May 12, 2020
Quarterly Report
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(1st Quarter 2020)
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 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 31 marzo 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), 12 May 2020
| ▪ | 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 2020 |
page | 21 |
__________________________________________________________________________________
| Carlo Bonomi | Chairman* |
|---|---|
| Fabrizio Curci | Chief Executive Officer |
| Alberto Baldan | Director** |
| Stefania Chiaruttini | Director** |
| Anna Gatti | Director** |
| Francesca Golfetto | Director** |
| Angelo Meregalli | Director** |
| Marina Natale | Director*** |
| Elena Vasco | Director** |
* Coopted by the Board of Directors on 25 April 2020 (ref. press realise of 20,22 and 25 April).
** Independent Director under Article 148, paragraph 3 of Legislative Decree 58 of 24 February 1998 and the Self-regulatory Code of Borsa Italiana.
______________________________________________________________________________
*** Independent Director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998.
Stefania Chiaruttini Elena Vasco Francesca Golfetto Alberto Baldan Angelo Meregalli Marina Natale
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
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, overseeing these in coordination with the Chief Executive Officer.
The Chief Executive Officer has all the powers necessary for the ordinary administration and management of the Company, except for those that under the law and Company Articles of Association are reserved for the Board of Directors.
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 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:

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 2019.
| Full year 31/12/19 |
Fiera Milano Group Summary of key figures (Amounts in € '000) |
1° Quarter 31/03/20 |
1° Quarter 31/03/19 |
|---|---|---|---|
| 279,711 | Revenues from sales and services | 47,594 | 70,997 |
| 106,054 | EBITDA (a) | 15,041 | 28,984 |
| 59,598 | EBIT | 3,776 | 17,524 |
| 46,233 | Profit/(loss) before income tax of continuing operations | (97) | 14,056 |
| - | Profit/(loss) before income tax of discontinued operations | - | - |
| 46,233 | Profit/(loss) before income tax | (97) | 14,056 |
| 46,329 | - Attributable to the shareholders of the controlling entity | (21) | 14,068 |
| (96) | - Attributable to non-controlling interests | (76) | (12) |
| 512,907 | Net capital employed (b) | 517,974 | 550,486 |
| covered by: | |||
| 107,276 | Equity attributable to the Group | 106,608 * | 96,592 * |
| 580 | Equity attributable to non-controlling interests | 504 * | 49 * |
| (68,343) | Net financial debt/(cash) before IFRS 16 effects | (55,751) | (60,146) |
| 405,051 | Total net financial debt/(cash) | 410,862 | 453,845 |
| 9,789 | Investments (continuing operations and assets held for sale) | 367 | 549 |
| 707 | Employees (no. of permanent employees at the end of period) | 720 | 698 |
| * 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 results for the first quarter of 2020 were particularly affected by the suspension of exhibition and congress activities from 23 February due to the Covid-19 ("Coronavirus") pandemic.
The Company has immediately taken all necessary measures to protect the health and safety of its customers, suppliers and employees, including using remote working.
The exhibitions and congresses held in Italy in the first two months of the year achieved results in line with expectations. The health emergency, which initially affected China, subsequently spread to the rest of the world, including Italy, leading to the adoption of a series of measures that required, inter alia, the suspension of exhibition and congress activities.
The calendars of activities were therefore rescheduled. Regarding the fairs in the first quarter, this led to the cancellation of the 2020 edition of the Mido exhibition and the postponement until subsequent quarters of the year of other exhibitions, including the biennial Mostra Convegno Expocomfort. In the comparison with the first quarter of the previous year, it is important to note the different exhibition calendar due to the absence of the biennial events Made Expo and Transpotec Logitec.
To counter the effects of this situation, Fiera Milano has launched major cost reduction actions, particularly in the period under review, relating to site management costs and personnel expenses.
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 2020 showed the following main trends:
The main changes in the quarter 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 |
1st Quarter 2020 | 1st Quarter 2019 | 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: | 11 | 5 | 19 | 8 | (8) | (3) | ||
| Italy | 10 | 4 | 15 | 4 | (5) | - | ||
| . annual | 10 | 4 | 13 | 3 | (3) | 1 | ||
| . biennial | - | - | 2 | 1 | (2) | (1) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Foreign countries | 1 | 1 | 4 | 4 | (3) | (3) | ||
| . annual | 1 | 1 | 3 | 3 | (2) | (2) | ||
| . biennial | - | - | 1 | 1 | (1) | (1) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Number of congresses with related exhibition space - Italy |
3 | - | 8 | - | (5) | - | ||
| Net sq.metres of exhibition space: | 277,695 | 99,360 | 584,420 | 250,170 | (306,725) | (150,810) | ||
| Italy | 273,785 | 95,450 | 478,450 | 144,200 | (204,665) | (48,750) | ||
| . annual (a) | 273,785 | 95,450 | 381,365 | 93,050 | (107,580) | 2,400 | ||
| . biennial | - | - | 97,085 | 51,150 | (97,085) | (51,150) | ||
| . multi-annual | - | - | - | - | - | - | ||
| (a) of which congresses with related exhibition space | 7,130 | - | 10,005 | - | (2,875) | - | ||
| Foreign countries | 3,910 | 3,910 | 105,970 | 105,970 | (102,060) | (102,060) | ||
| . annual | 3,910 | 3,910 | 102,490 | 102,490 | (98,580) | (98,580) | ||
| . biennial | - | - | 3,480 | 3,480 | (3,480) | (3,480) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Number of exhibitors: | 5,185 | 1,625 | 11,835 | 3,935 | (6,650) | (2,310) | ||
| Italy | 5,085 | 1,525 | 9,780 | 1,880 | (4,695) | (355) | ||
| . annual (b) | 5,085 | 1,525 | 8,835 | 1,625 | (3,750) | (100) | ||
| . biennial | - | - | 945 | 255 | (945) | (255) | ||
| . multi-annual | - | - | - | - | - | - | ||
| (b) of which congresses with related exhibition space | 95 | - | 635 | - | (540) | - | ||
| Foreign countries | 100 | 100 | 2,055 | 2,055 | (1,955) | (1,955) | ||
| . annual | 100 | 100 | 1,925 | 1,925 | (1,825) | (1,825) | ||
| . biennial | - | - | 130 | 130 | (130) | (130) | ||
| . multi-annual | - | - | - | - | - | - |
• EBITDA in the quarter was Euro 15,041 thousand, a decrease of Euro 13,943 thousand compared to the figure for the same quarter of the previous financial year (Euro 28,984 thousand). The change was mainly due to the aforementioned trend in revenue, the result of the joint venture with the partner Deutsche MESSE AG, due to the postponement of exhibitions in China as a result of the epidemic. This effect was partially offset by cost containment, in particular personnel costs due to the lower impact of the variable portion and greater use of holiday allowances. The impact of IFRS 16 in the quarter under review amounted to Euro 11,839 thousand compared with the figure recorded in the same quarter of the previous year (Euro 12,145 thousand).
The Group's net debt/cash and its breakdown are shown in the following table.
| 31/12/19 | Group Net Financial Position (Amounts in € '000) |
31/03/20 |
|---|---|---|
| 68,031 | A. Cash (including bank balances) | 50,073 |
| - | B. Other cash equivalents | - |
| - | C. Securities held for trading | - |
| 68,031 | D. Cash and cash equivalents (A+B+C) | 50,073 |
| 1,320 | E. Current financial assets | 1,768 |
| - | - E.1 of which Current financial assets to the controlling shareholder | 448 |
| 1,320 | - E.2 of which Current financial assets to other related parties | 1,320 |
| 1 | F. Current bank borrowings | - |
| - | G. Current portion of non-current debt | - |
| 1,057 | H. Other current financial liabilities | 482 |
| 449 | - H.1 of which Other current financial liabilities to the controlling shareholder | - |
| 1,058 | I. Current financial debt (F+G+H) | 482 |
| (68,293) | J. Current net financial debt (cash) (I-E-D) | (51,359) |
| 50 | K. Non-current financial assets | 4,392 |
| 50 | - K.1 of which non-current financial assets to other related parties | 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) | (4,392) |
| (68,343) | Net financial debt/(cash) from continuing operations (J+O) | (55,751) |
| - | Net financial debt/(cash) from assets held for sale | - |
| (68,343) | P. Net financial debt/(cash) before IFRS 16 effects | (55,751) |
| 33,992 | Q. Other current financial liabilities related to the right of use of assets | 34,319 |
| 32,423 | - Q.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder | 32,770 |
| 439,402 | R. Other non-current financial liabilities related to the right of use of assets | 432,294 |
| 433,693 | - R.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder | 427,035 |
| 473,394 | IFRS 16 financial effects | 466,613 |
| 405,051 | S. Total net financial debt/(cash) (P+Q+R) | 410,862 |
Net cash at 31 March 2020, before the effects of IFRS 16 was Euro 55,751 thousand, compared to cash of Euro 68,343 at 31 December 2019.
The decrease of Euro 12,592 thousand 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 and cash flows. The change was mainly due to lower advance and balancing payments collected because of the postponement of exhibitions until later months.
Net financial debt including IFRS 16 lease liabilities amounted to Euro 410,862 thousand compared to Euro 405,051 thousand at 31 December 2019.
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 | (Amounts in € '000) | 1st Quarter | 1st Quarter | |||
| 2019 | 31/03/20 | 31/03/19 | ||||
| Revenues from sales and services | ||||||
| % | - By operating segment: | % | % | |||
| 235,290 | 81.0 | . Italian Exhibitions business | 42,303 | 85.4 | 62,964 | 85.8 |
| 4,276 | 1.5 | . Foreign Exhibitions business | 1,085 | 2.2 | 806 | 1.1 |
| 11,106 | 3.8 | . Media | 2,121 | 4.3 | 2,686 | 3.7 |
| 39,677 | 13.7 | . Congresses | 4,005 | 8.1 | 6,922 | 9.4 |
| 290,349 | 100.0 | Total revenues gross of adjustments for inter-segment transactions | 49,514 | 100.0 | 73,378 | 100.0 |
| (10,638) | . Adjustments for inter-segment transactions | (1,920) | (2,381) | |||
| 279,711 | Total revenues net of adjustments for inter-segment transactions | 47,594 | 70,997 | |||
| - By geographic area: | ||||||
| 275,551 | 98.5 | . Italy | 46,608 | 97.9 | 70,304 | 99.0 |
| 4,160 279,711 |
1.5 100.0 |
. Foreign countries Total |
986 47,594 |
2.1 100.0 |
693 70,997 |
1.0 100.0 |
| % | EBITDA | % | % | |||
| on revenues | - By operating segment: . Italian Exhibitions business |
on revenues | on revenues | |||
| 90,559 | 38.5 | 15,074 | 35.6 | 24,642 | 39.1 | |
| 3,338 | 78.1 | . Foreign Exhibitions business | (124) | (11.4) | 2,309 | 286.5 |
| 816 | 7.3 | . Media | (234) | (11.0) | 254 | 9.5 |
| 11,341 | 28.6 | . Congresses | 339 | 8.5 | 1,782 | 25.7 |
| - | . Adjustments for inter-segment transactions Total |
(14) | (3) | |||
| 106,054 | 37.9 | 15,041 | 31.6 | 28,984 | 40.8 | |
| - By geographic area: . Italy |
||||||
| 102,827 | 37.3 | 15,264 | 32.7 | 26,788 | 38.1 | |
| 3,227 106,054 |
77.6 37.9 |
. Foreign countries Total |
(223) 15,041 |
(22.6) 31.6 |
2,196 28,984 |
316.9 40.8 |
| EBIT | ||||||
| % | % | % | ||||
| on revenues | - By operating segment: | on revenues | on revenues | |||
| 50,707 | 21.6 | . Italian Exhibitions business | 5,161 | 12.2 | 14,540 | 23.1 |
| 2,917 | 68.2 | . Foreign Exhibitions business | (215) | (19.8) | 2,191 | 271.8 |
| (584) | -5.3 | . Media | (257) | (12.1) | 196 | 7.3 |
| 6,558 | 16.5 | . Congresses | (899) | (22.4) | 600 | 8.7 |
| - | . Adjustments for inter-segment transactions | (14) | (3) | |||
| 59,598 | 21.3 | Total - By geographic area: |
3,776 | 7.9 | 17,524 | 24.7 |
| 56,791 | 20.6 | 4,090 | 8.8 | 15,446 | 22.0 | |
| 2,807 | 67.5 | . Italy | (314) | 2,078 | ||
| 59,598 | 21.3 | . Foreign countries Total |
3,776 | (31.8) 7.9 |
17,524 | 299.9 24.7 |
| Employees | ||||||
| (no. of permanent employees at the end of the period) | ||||||
| 501 | % 70.9 |
- By operating segment: . Italian Exhibitions business |
520 | % 72.2 |
497 | % 71.2 |
| 105 | 14.9 | 107 | 14.9 | 99 | 14.2 | |
| 53 | 7.5 | . Foreign Exhibitions business | 52 | 7.2 | 53 | 7.6 |
| 48 | 6.8 | . Media . Congresses |
41 | 5.7 | 49 | 7.0 |
| 707 | 100.0 | Total | 720 | 100.0 | 698 | 100.0 |
| - By geographic area: | ||||||
| 602 | 85.1 | 613 | 85.1 | 599 | 85.8 | |
| 105 | 14.9 | . Italy . Foreign countries |
107 | 14.9 | 99 | 14.2 |
Revenues from sales and services, before elimination of transactions among the four business segments of the Group were Euro 49,514 thousand, a decrease of Euro 23,864 thousand compared to the figure of Euro 73,378 thousand in the first quarter of 2019.
Group EBITDA as a whole was Euro 15,041 thousand, a decrease of Euro 13,943 thousand compared to the figure for the first quarter of 2019 (Euro 28,984 thousand). The breakdown was as follows:
EBIT for the four operating segments in the first quarter of 2020 was Euro 3,776 thousand compared to Euro 17,524 thousand in the same period of the previous financial year and reflected the aforementioned EBITDA trend.
The breakdown by geographical area in the first quarter showed revenues from foreign activities of Euro 986 thousand, an increase of approximately 42% compared to the figure for the same period of the previous financial year (Euro 693 thousand). EBITDA amounted to Euro -223 thousand, a decrease of Euro 2,419 thousand compared to the same period of the previous year (Euro 2,196 thousand).
EBIT was Euro -314 thousand compared to the figure for the same period of the previous financial year of Euro 2,078 thousand.
In Italy, during the quarter under review, 10 exhibitions and 3 events for congresses with adjoining exhibition space were held. Net exhibition space occupied totalled 273,785 square metres, compared to 478,450 in the same period of the previous financial year, and the number of exhibitors went from 9,780 in the first quarter of 2019 to 5,085 in the first quarter of 2020.
Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 99,360 square metres, which equated to approximately 36% of the total exhibition space occupied.
| Italian exhibition portfolio | |||||||
|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | |||||||
| Annual Exhibitions: | Quarter to 31/03/20 |
Quarter to 31/03/19 |
Quarter to 31/03/20 |
Quarter to 31/03/19 |
|||
| Directly organised | |||||||
| - Bit | 17,365 | 15,790 | 260 | 280 | |||
| - HOMI* | 60,090 | - | 585 | - | |||
| - HOMI Fashion&Jewels (I semester)* | 13,215 | - | 540 | - | |||
| - Promotion Trade Exhibition | 4,780 | 4,530 | 140 | 140 | |||
| - HOMI I semester | a) | 72,730 | a) | 1,205 | |||
| Total annual exhibitions directly organised | 95,450 | 93,050 | 1,525 | 1,625 | |||
| Hosted | |||||||
| - LineaPelle February | 46,150 | 48,710 | 1,110 | 1,115 | |||
| - Milano Unica (Spring) | 30,575 | 28,115 | 450 | 425 | |||
| - Mipel (March) | 7,330 | 8,270 | 240 | 270 | |||
| - Simac Tanning-Tech | 18,250 | 18,685 | 295 | 280 | |||
| - The Micam (Spring) | 58,065 | 60,870 | 1,190 | 1,255 | |||
| - The ONE Milano (February) | 10,835 | 13,970 | 180 | 230 | |||
| - Cartoomics | b) | 12,800 | b) | 435 | |||
| - Fa' la cosa giusta | b) | 11,345 | b) | 695 | |||
| - Mido | c) | 50,610 | c) | 1,250 | |||
| - My Plant & Garden | b) | 24,935 | b) | 620 | |||
| Total annual exhibitions hosted | 171,205 | 278,310 | 3,465 | 6,575 | |||
| Total annual Exhibitions | 266,655 | 371,360 | 4,990 | 8,200 | |||
| Biennial Exhibitions: | |||||||
| Directly organised | |||||||
| - Transpotec & Logitec ** | - | 51,150 | - | 255 | |||
| Total biennial exhibitions directly organised | - | 51,150 | - | 255 | |||
| Hosted | |||||||
| - Made Expo*** | - | 45,935 | - | 690 | |||
| Total biennial exhibitions hosted | - | 45,935 | - | 690 | |||
| Total biennial Exhibitions | - | 97,085 | - | 945 | |||
| TOTAL EXHIBITIONS | 266,655 | 468,445 | 4,990 | 9,145 | |||
| - Congresses with related exhibition space | 7,130 | 10,005 | 95 | 635 | |||
| TOTAL | 273,785 | 478,450 | 5,085 | 9,780 |
Details of exhibitions held in Italy are given in the following table.
* The exhibition was held for the first time.
** The exhibition was held at Veronafiere exhibition site.
*** The exhibition will be directly organised from the next edition.
a) The exhibition was reconfigured in two new formats: HOMI and HOMI Fashion&Jewels.
b) The exhibition will take place in subsequent quarters.
c) The exhibition did not take place.
During the first quarter of 2020, 1 exhibition was held at exhibition sites abroad and the net square metres of exhibition space occupied totalled 3,910 square metres (in the first quarter of 2019, this figure was 105,970 square metres). The number of exhibitors was 100 (2,055 in the first quarter of 2019).
Details of the exhibitions organised abroad are given in the following table.
| Foreign Exhibition portfolio | ||||||||
|---|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | ||||||||
| Quarter to 31/03/20 |
Quarter to 31/03/19 |
Quarter to 31/03/20 |
Quarter to 31/03/19 |
|||||
| Annual Exhibitions: | ||||||||
| Annual exhibitions in China | ||||||||
| - Chinafloor Domotex Shanghai ° | b) | 89,030 | b) | 1,605 | ||||
| - GITF International Tour Guangzhou | a) | 9,530 | a) | 215 | ||||
| Total annual exhibitions in China | - | 98,560 | - | 1,820 | ||||
| Annual exhibitions in South Africa | ||||||||
| - Cape Town Art Fair | 3,910 | 3,930 | 100 | 105 | ||||
| Total annual exhibitions in South Africa | 3,910 | 3,930 | 100 | 105 | ||||
| Total annual exhibitions | 3,910 | 102,490 | 100 | 1,925 | ||||
| Biennial Exhibitions: | ||||||||
| Annual exhibitions in China | ||||||||
| - Metal + Metallurgy | - | 3,480 | - | 130 | ||||
| Total biennial exhibitions in China | - | 3,480 | - | 130 | ||||
| Total biennial exhibitions | - | 3,480 | - | 130 | ||||
| TOTAL EXHIBITIONS | 3,910 | 105,970 | 100 | 2,055 | ||||
| ° The exhibition is organised in partnership. |
a) The exhibition did not take place.
b) The exhibition will take place in subsequent quarters.
At 31 March 2020, Group employees totalled 720 and the breakdown compared to 31 March 2019 and 31 December 2019 was as follows:
| Permanent employees at end of period | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | 31/12/19 Italy |
Foreign countries |
(units) | Total | 31/03/20 Foreign countries Italy |
Total | 31/03/19 Italy |
Foreign countries |
|
| Fully consolidated companies: | |||||||||
| 27 | 25 | 2 | Executives | 26 | 25 | 1 | 25 | 23 | 2 |
| 592 | 562 | 30 | Managers and White collar workers (including Journalists) | 604 | 573 | 31 | 595 | 560 | 35 |
| 619 | 587 | 32 | Total 630 598 |
32 | 620 | 583 | 37 | ||
| Equity-accounted companies (a): | |||||||||
| 5 | 2- | 3 | Executives | 5 | 2 | 3 | 5 | 2- | 3 |
| 83 | 13 | 70 | White collar workers | 85 | 13 | 72 | 73 | 14 | 59 |
| 88 | 15 | 73 | Total | 90 | 15 | 75 | 78 | 16 | 62 |
| 707 | 602 | 105 | TOTAL | 720 | 613 | 107 | 698 | 599 | 99 |
| (a) the indicated data corresponds to the pro-quota of total employees |
Compared to 31 December 2019, the number of permanent employees increased by 13 net units and was mainly the result of the consolidation of the commercial area and of the design technical area of the Parent Company.
On 20 April 2020, the Ordinary Shareholders' Meeting of the Parent Company was held, which approved the financial statements as of 31 December 2019 and approved the distribution of a dividend of 13 euro cents per share, allocating the remaining part of the Profit for the financial year to Retained Earnings. It also decided in favour of the contents of the First and Second Section of the Remuneration Report, relating to the Company's policy on the remuneration for the members of the Board of Directors as well as to authorise the purchase and disposal of treasury shares. Finally, the Shareholders' Meeting approved the appointment of the new Board of Directors, which will remain in office for the financial years 2020-2022.
Despite a scenario of extreme uncertainty, the Company has confirmed its EBITDA target for 2020 in a range of Euro 38-43 million, even since the deferral to 2021 of Salone del Mobile, assuming a recovery in exhibition activities in Italy from September 2020 and a net exhibition area estimated at around 700 thousand square metres in the last part of this year.
The Group remains committed to controlling costs, with further action taken after the end of the quarter, including the voluntary reduction in the salaries of Group managers, recourse to nineweek salary integration fund (FIS) and further containment of operating costs.
The exhibition business will play a key role in the economic recovery. As such, Fiera Milano is working closely with Italian and international exhibition associations to facilitate a return to normal business, including by drawing up strict safety protocols. The digital transformation plan will also provide an additional tool to ensure safety within exhibition sites and drive an expansion of innovative services, supporting the digital development of exhibitions and leading to better customer experience on-site.
The Group will continue to pursue the strategy set out in the 2018-2022 Strategic Plan, built on its robust capital and finances and the management efficiency it has achieved over recent years, which put it in a position to deal with the impact of the current situation.
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 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 2020 are the same as those used for the Consolidated Financial Statements for the full-year 2019, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2020.
Starting from the current year, personnel costs directly attributable to the exhibitions are recognised in profit or loss at the time the event takes place.
The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 31 March 2020 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 2020 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 2020 is given in Attachment 1.
The Consolidated Interim Management Report is not been subject to legal audit.
| Full year to 31/12/19 |
Consolidated Income Statement (Amounts in €'000) |
1st Quarter to 31/03/20 |
1st Quarter to 31/03/19 |
|||
|---|---|---|---|---|---|---|
| % | % | % | ||||
| 279,711 | 100 | Revenues from sales and services | 47,594 | 100 | 70,997 | 100 |
| 2,489 | 0.9 | Cost of materials | 649 | 1.4 | 638 | 0.9 |
| 121,215 | 43.3 | Cost of services | 20,776 | 43.7 | 29,723 | 41.9 |
| 486 | 0.2 | Costs for use of third party assets | 193 | 0.4 | 208 | 0.3 |
| 47,432 | 17.0 | Personnel expenses | 10,797 | 22.7 | 12,783 | 18.0 |
| 4,778 | 1.7 | Other operating expenses | 722 | 1.5 | 1,305 | 1.8 |
| 176,400 | 63.1 | Total operating costs | 33,137 | 69.6 | 44,657 | 62.9 |
| 2,428 | 0.9 | Other income | 785 | 1.6 | 544 | 0.8 |
| 3,768 | 1.3 | Results of equity-accounted companies | (109) | (0.2) | 2,287 | 3.2 |
| 3,453 | 1.2 | Allowance for doubtful accounts and other provisions | 92 | 0.2 | 187 | 0.3 |
| 106,054 | 37.9 | EBITDA | 15,041 | 31.6 | 28,984 | 40.8 |
| 45,171 | 16.1 | Depreciation and amortisation | 11,265 | 23.7 | 11,460 | 16.1 |
| 1,285 | 0.5 | Adjustments to asset values | - | - | - | - |
| 59,598 | 21.3 | EBIT | 3,776 | 7.9 | 17,524 | 24.7 |
| (13,365) | (4.8) | Financial income/(expenses) | (3,873) | (8.1) | (3,468) | (4.9) |
| - | - | Valuation of financial assets | - | - | - | - |
| 46,233 | 16.5 | Profit/(loss) before income tax from continuing operations | (97) | (0.2) | 14,056 | 19.8 |
| - | - | Profit/(loss) before income tax from discontinued operations | - | - | - | - |
| 46,233 | 16.5 | Profit/(loss) before income tax | (97) | (0.2) | 14,056 | 19.8 |
| 46,329 | 16.6 | - attributable to the shareholders of the controlling entity | (21) | (0.0) | 14,068 | 19.8 |
| (96) | (0.0) | - attributable to non-controlling interests | (76) | (0.2) | (12) | (0.0) |
| Reclassified Consolidated Statement of Financial Position | ||||
|---|---|---|---|---|
| (Amounts in €'000) | 31/03/20 | 31/12/19 | Change | |
| Goodwill | 95,036 | 95,036 | - | |
| Intangible assets with a finite useful life | 13,803 | 14,640 | (837) | |
| Right-of-use assets | 461,323 | 469,571 | (8,248) | |
| Tangible fixed assets | 8,507 | 9,155 | (648) | |
| Other non-current assets | 33,532 | 34,078 | (546) | |
| A | Non-current assets | 612,201 | 622,480 | (10,279) |
| Inventories and contracts in progress | 3,079 | 2,231 | 848 | |
| Trade and other receivables | 42,915 | 40,356 | 2,559 | |
| Other current assets | - | - | - | |
| B | Current assets | 45,994 | 42,587 | 3,407 |
| Trade payables | 29,253 | 41,985 | (12,732) | |
| Advances | 45,452 | 49,227 | (3,775) | |
| Tax liabilities | 1,982 | 2,979 | (997) | |
| Provisions for risks and charges and other current liabilities | 41,676 | 36,111 | 5,565 | |
| C | Current liabilities | 118,363 | 130,302 | (11,939) |
| D | Net working capital (B - C) | (72,369) | (87,715) | 15,346 |
| E | Gross capital employed (A + D) | 539,832 | 534,765 | 5,067 |
| Employee benefit provisions | 9,898 | 9,898 | - | |
| Provisions for risks and charges and other non-current liabilities | 11,960 | 11,960 | - | |
| F | Non-current liabilities | 21,858 | 21,858 | - |
| G | NET CAPITAL EMPLOYED continuing operations (E - F) | 517,974 | 512,907 | 5,067 |
| H | NET CAPITAL EMPLOYED assets held for sale | - | - | - |
| TOTAL NET CAPITAL EMPLOYED (G + H) | 517,974 | 512,907 | 5,067 | |
| covered by: | ||||
| Equity attributable to the Group | 106,608 (*) | 107,276 | (668) | |
| Non-controlling interests | 504 (*) | 580 | (76) | |
| I | Total equity | 107,112 | 107,856 | (744) |
| Cash & cash equivalents | (50,073) | (68,031) | 17,958 | |
| Current financial (assets)/liabilities | 33,034 | 33,730 | (696) | |
| Non-current financial (assets)/liabilities | 427,901 | 439,352 | (11,451) | |
| Net financial debt/(cash) continuing operations | 410,862 | 405,051 | 5,811 | |
| Net financial debt/(cash) assets held for sale | - | - | - | |
| L | Net financial debt/(cash) (TOTAL) | 410,862 | 405,051 | 5,811 |
| (*) | EQUITY AND NET FINANCIAL POSITION (I + L) includes pre-tax result for the period |
517,974 | 512,907 | 5,067 |
Non-current assets totalled Euro 612,201 thousand at 31 March 2020, compared to Euro 622,480 thousand at 31 December 2019. A decrease of Euro 10,279 thousand was due to the balance between; investments of Euro 367 thousand, amortisation and depreciation of Euro 11,265 thousand, rights of use of Euro 1,726 thousand, exchange rate losses of Euro 828 thousand, changes in the result from equity accounted investments of Euro -109 thousand and other changes of Euro -170 thousand.
Net working capital went from Euro -87,715 thousand at 31 December 2019 to Euro -72,369 thousand at 31 March 2020.
The Euro 15,346 thousand change in this figure was due to the following:
At 31 March 2020, Non-Current Liabilities totalled Euro 21,858 thousand and recorded no change compared to 31 December 2019.
Equity attributable to the owners of the Parent at 31 March 2020 was Euro 106,608 thousand compared to Euro 107,276 thousand at 31 December 2019, a decrease of Euro 668 thousand due to the following:
Equity attributable to non-controlling interests was Euro 504 thousand at 31 March 2020 compared to Euro 580 thousand at 31 December 2019. The decrease of Euro 76 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.
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.
*****
| List of companies included in the consolidation area and other investments at 31 March 2020 | Attachment 1 | ||||||
|---|---|---|---|---|---|---|---|
| Shareholding % | Shareholding of Group companies | ||||||
| Directly | Indirectly | ||||||
| held by | held through | ||||||
| Company name and registered office | Main activity | Share capital (000) (*) |
Group total |
Fiera Milano |
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 | Management of | ||||||
| Milan, p.le Carlo Magno 1 | 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 | ||||||
| Rho (Milano), strada Statale del Sempione n. 28 | in Italy | 1,100 | 60 | 60 | 60 Fiera Milano SpA | ||
| CIPA Fiera Milano Publicações e Eventos Ltda | 99.99 Fiera Milano SpA | ||||||
| São Paulo Brasil, na Avenida Angélica, 2491, 20° andar, conjuntos 203 e 204 |
Organisation of exhibitions outside of Italy |
R \$ 97,981 | 100 | 99.99 | 0.01 | 0.01 Nolostand SpA | |
| Fiera Milano India Pvt Ltd | |||||||
| New Delhi, Barakhamba Road, Connaught Place | Organisation of exhibitions outside of Italy |
INR 20,000 | 99.99 | 99.99 | 99.99 Fiera Milano SpA | ||
| Limited Liability Company "Fiera Milano" ** | |||||||
| Moscow, 24 A/1 ul. B. Cherkizovskaya | Organisation of exhibitions outside of Italy |
RUB 10,000 | 100 | 100 | 100 Fiera Milano SpA | ||
| Fiera Milano Exhibitions Africa Pty Ltd | Organisation of exhibitions | ||||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | 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 | |||||||
| Shanghai China, Pudong Office Tower | Organisation of exhibitions outside of Italy |
USD 500 | 49 | 100 | 100 | Hannover Milano Global Germany GmbH |
|
| Hannover Milano Fairs China Ltd | |||||||
| Hong Kong China, Golden Gate Building | Organisation of exhibitions outside of Italy |
HKD 10 | 49 | 100 | 100 | Hannover Milano Global Germany GmbH |
|
| Hannover Milano Fairs India Pvt Ltd ** | |||||||
| East Mumbai, Andheri | Organisation of exhibitions outside of Italy |
INR 274,640 | 48.99 | 99.99 | 99.99 | Hannover Milano Global Germany 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 | ||||||
| Rho, S.S. del Sempione km 28 | in Italy | 20 | 49 | 49 | 49 | Fiera Milano SpA | |
| Mico DMC S.r.l. | Management of | ||||||
| Milan, p.le Carlo Magno 1 | congresses | 10 | 51 | 51 | 51 Fiera Milano Congressi SpA | ||
| D) List of companies accounted at cost | |||||||
| Shareholding % | Directly | Indirectly | Shareholding of Group companies | ||||
| held by | held through | ||||||
| Company name and registered office | Share capital (000) (*) |
Group total |
Fiera Milano |
other Group companies |
% | ||
| 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 | ||
| (*) Euro or other currencies as specifically indicated | |||||||
| (**) Company in liquidation |
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