Quarterly Report • Nov 14, 2019
Quarterly Report
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This document is available in the Investor Relations 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 2019. 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 2019 shall prevail upon the English version.
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), 14 November 2019
| ▪ | CORPORATE BODIES AND INDEPENDENT AUDITOR | page | 3 |
|---|---|---|---|
| ▪ | BUSINESS MODEL | page | 4 |
| ▪ | GROUP STRUCTURE | page | 5 |
| ▪ | REPORT ON OPERATIONS IN THE THIRD QUARTER 2019 ▫ Summary of results and significant events in the quarter ▫ Net financial position ▫ Business performance by operating segment and geographic area ▫ Group personnel |
page page page page |
6 10 11 15 |
| ▪ | SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD | page | 16 |
| ▪ | BUSINESS OUTLOOK | page | 16 |
| ▪ | ACCOUNTING CRITERIA | page | 17 |
| ▪ | FINANCIAL STATEMENTS ▫ Consolidated income statement ▫ Reclassified consolidated statement of financial position ▫ Comments on the capital and financial position |
page page page |
19 20 21 |
| ▪ | DECLARATION OF THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL STATEMENTS |
page | 22 |
| ▪ | ATTACHMENT 1 List of companies included in the consolidation area and other investments at 30 September 2019 |
page | 23 |
__________________________________________________________________________________
| Lorenzo Caprio | Chairperson |
|---|---|
| Fabrizio Curci | Chief Executive Officer* |
| Alberto Baldan | Director** |
| Stefania Chiaruttini | Director** |
| Gianpietro Corbari | Director** |
| Francesca Golfetto | Director** |
| Angelo Meregalli | Director** |
| Marina Natale | Director*** |
| Elena Vasco | Director** |
* Fabrizio Curci has been the Chief Executive Officer of the Company since 1 September 2017.
** Independent Director under Article 148, paragraph 3 of Legislative Decree of 24 February 1998 and the Self-regulatory Code of Borsa Italiana.
______________________________________________________________________________
*** Marina Natale was the Chief Executive Officer of the Company until 31 August 2017.
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 Jean Paule Castagno
--- The Board of Directors was appointed by the Shareholders' Meeting of 21 April 2017 and the mandates of the Directors will expire at the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.
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 Chairperson, in addition to being the legal representative of the Company, has all the powers to oversee and carry out external institutional relations.
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 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 first nine months of 2019 with comparable data for the same quarter of the previous year, as well as figures for the full year 2018.
| Full year at 31/12/18 |
Fiera Milano Group Summary of key figures (Amounts in € '000) |
3rd Quarter at 30/09/19 |
3rd Quarter at 30/09/18 |
9 months at 30/09/19 |
9 months at 30/09/18 |
|||
|---|---|---|---|---|---|---|---|---|
| 247,217 | Revenues from sales and services | 30,059 | 35,595 | 183,941 | 193,319 | |||
| 31,863 | EBITDA (a) | 2,046 | (5,031) | 64,445 | 41,064 | |||
| 25,075 | EBIT | (9,156) | (6,498) | 30,417 | 36,603 | |||
| 24,923 | Profit/(loss) before income tax from continuing operations | (12,431) | (6,546) | 20,296 | 36,535 | |||
| - | Profit/(loss) before income tax from discontinued operations | - | - | - | - | |||
| 24,923 | Profit/(loss) before income tax: | (12,431) | (6,546) | 20,296 | 36,535 | |||
| 25,239 | - Attributable to the shareholders of the controlling entity | (12,424) | (6,444) | 20,327 | 36,840 | |||
| -316 | - Attributable to non-controlling interests | (7) | (102) | (31) | (305) | |||
| 58,433 | Net capital employed (b) | 522,368 | 78,084 | 522,368 | 78,084 | |||
| covered by: | ||||||||
| 82,034 | Equity attributable to the Group | 93,060 * | 99,666 * | 93,060 * | 99,666 * | |||
| 61 | Equity attributable to non-controlling interests | 30 * | * - | * 30 | * - | |||
| (23,662) | Net financial debt/(cash) before IFRS 16 effects | (51,701) | (21,582) | (51,701) | (21,582) | |||
| (23,662) | Total net financial debt/(cash) | 429,278 | (21,582) | 429,278 | (21,582) | |||
| 2,635 | Investments (continuing operations and assets held for sale) | 3,320 | 495 | 4,110 | 1,167 | |||
| 696 | Employees (no. of permanent employees at the end of period) | 689 | 687 | 689 | 687 | |||
| * 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. |
Traditionally characterised by a low activity rate associated with the July-August summer break, the third quarter shows a trend in revenues - net of the effect of the different exhibition calendar - in line with the previous year. In particular, compared to the same period in 2018 this quarter was mainly affected by the postponement of the LineaPelle exhibition to the next quarter and benefited from the increase in the congress business. The change in EBITDA, excluding the positive impact deriving from the application of the new IFRS 16, is mainly attributable to the trend in revenues.
An improvement is seen when compared with the same quarter of 2017, a period comparable in exhibition calendar terms. In the first nine months, the comparison with 2017 shows growth in all the business areas. The commercial performance has improved for congresses and exhibitions, as well as in ancillary services. These elements contributed to a strong cash flow generation.
It should be noted that:
On 9 July 2019 and with a view to further enhancing the portfolio of directly organised exhibitions, the Cartoomics brand, operating in the comic strip, gaming and entertainment sector, was acquired for a total of Euro 320 thousand.
On 17 July 2019 Fiera Milano entered into a binding preliminary agreement for the acquisition of 60% of the company MADE Eventi Srl ("MADE eventi"). At the Fiera Milano Rho exhibition site, MADE eventi organises MADE expo, an international biennial architecture and construction exhibition dedicated to designers, businesses, buyers and specialists.
This transaction is part of the strategies of the 2018-2022 Plan, intending to strengthen the portfolio of directly organised exhibitions, in a strategic sector for the country.
The acquisition price agreed for 60% of the company MADE eventi is Euro 1.86 million. The price envisages the absence of financial debts of the company acquired.
1 The economic, equity and financial figures for the third quarter of 2019 reflect the effects of the new IFRS 16 accounting standard on the recognition of leases, mainly related to the rental contracts of the exhibition sites and the congress centre. To allow for a comparison with the third quarter of 2018 not recalculated according to the new standard, the effects of the latter are highlighted in the "Accounting criteria" section.
The closing of the sale is expected by the end of 2019.
On 14 August 2019 and with a view to further enhancing the portfolio of directly organised exhibitions, 62.5% of the Milan Games Week exhibition brand from the gaming and entertainment sector was acquired for a total of Euro 2,500 thousand.
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 has 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.
In detail, the figures for the third quarter of 2019 and the year-to-date figures at 30 September 2019 showed the following main trends:
In the first nine months of 2019, revenues from sales and services reached Euro 183,941 thousand, recording a 5% decrease compared to the same period of 2018 (Euro 193,319 thousand). The trend in revenues can be attributed primarily to the different exhibition calendar in the current period, which in the previous year included the European event "The Innovation Alliance", LineaPelle and the important hosted biennial exhibition Mostra Convegno Expocomfort. This effect was offset to a significant extent by the presence during the period in question of the directly organised biennial exhibition Tuttofood and the hosted Made Expo, good trends in congress activities, as well as the excellent performance of ancillary services.
The main changes for the quarter, in terms of exhibition space, were as follows:
The table on the following page summarises the net square metres of space for exhibitions and for congresses with related exhibition space of the Fiera Milano Group.
| Fiera Milano Group Summary operating figures |
3rd Quarter at 30/09/19 | 3rd Quarter at 30/09/18 | 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: | 10 | 5 | 12 | 7 | (2) | (2) | ||
| Italy | 7 | 2 | 6 | 1 | 1 1 |
|||
| . annual | 7 | 2 | 6 | 1 | 1 1 |
|||
| . biennial | - | - | - | - | - | - | ||
| . multi-annual | - | - | - | - | - | - | ||
| Foreign countries | 3 | 3 | 6 | 6 | (3) | (3) | ||
| . annual | 3 | 3 | 3 | 3 | - | - | ||
| . biennial | - | - | 3 | 3 | (3) | (3) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Number of congresses with related exhibition space - Italy |
7 | - | 7 | - | - | - | ||
| Net sq.metres of exhibition space: | 305,565 | 180,700 | 365,080 | 197,195 | (59,515) | (16,495) | ||
| Italy | 158,120 | 33,255 | 208,030 | 40,145 | (49,910) | (6,890) | ||
| . annual (a) | 158,120 | 33,255 | 208,030 | 40,145 | (49,910) | (6,890) | ||
| . biennial | - | - | - | - | - | - | ||
| . multi-annual | - | - | - | - | - | - | ||
| (a) of which congresses with related exhibition space | 8,245 | - | 11,675 | - | (3,430) | - | ||
| Foreign countries | 147,445 | 147,445 | 157,050 | 157,050 | (9,605) | (9,605) | ||
| . annual | 147,445 | 147,445 | 143,785 | 143,785 | 3,660 | 3,660 | ||
| . biennial | - | - | 13,265 | 13,265 | (13,265) | (13,265) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Number of exhibitors: | 4,960 | 2,155 | 6,650 | 2,485 | (1,690) | (330) | ||
| Italy | 3,605 | 800 | 5,205 | 1,040 | (1,600) | (240) | ||
| . annual (b) | 3,605 | 800 | 5,205 | 1,040 | (1,600) | (240) | ||
| . biennial | - | - | - | - | - | - | ||
| . multi-annual | - | - | - | - | - | - | ||
| (b) of which congresses with related exhibition space | 610 | - | 760 | - | (150) | - | ||
| Foreign countries | 1,355 | 1,355 | 1,445 | 1,445 | (90) | (90) | ||
| . annual | 1,355 | 1,355 | 1,085 | 1,085 | 270 | 270 | ||
| . biennial | - | - | 360 | 360 | (360) | (360) | ||
| . multi-annual | - | - | - | - | - | - |
In the first nine months, EBITDA was Euro 64,445 thousand, an increase of Euro 23,381 thousand compared to the figure for the corresponding period of the previous year. Excluding the impacts relating to the application of the new IFRS 16 (Euro 35,964 thousand), EBITDA for 2019 decreased by Euro 12,583 thousand, mirroring the effects of the different exhibition calendar and partly offset by the positive commercial performance.
In the first nine months of 2019, EBIT was Euro 30,417 thousand (Euro 36,603 thousand at 30 September 2018). This change, excluding the impacts relating to the application of the new IFRS 16, is Euro -12,078 thousand and is mainly linked to the EBITDA trend.
The Group net financial position and its breakdown are shown in the following table.
| 31/12/18 | Group Net Financial Position (Amounts in € '000) |
30/09/19 | 30/06/19 | Change |
|---|---|---|---|---|
| 28,409 | A. Cash (including bank balances) | 51,621 | 57,754 | (6,133) |
| - | B. Other cash equivalents | - | - | - |
| - | C. Securities held for trading | - | - | - |
| 28,409 | D. Cash and cash equivalents (A+B+C) | 51,621 | 57,754 | (6,133) |
| 14 | E. Current financial assets | 1,392 | 2,299 | (907) |
| - | - E.1 of which Current financial assets to other related parties | 71 | 1,283 | (1,212) |
| 14 | - E.2 of which Current financial assets to other related parties | 1,321 | 1,016 | 305 |
| 11 | F. Current bank borrowings | 1 | 1 | - |
| 3,503 | G. Current portion of non-current debt | 755 | 1,505 | (750) |
| 1,297 | H. Other current financial liabilities | 606 | 631 | (25) |
| 678 | - H.1 of which Other current financial liabilities to the controlling shareholder | - | - | - |
| 4,811 | I. Current financial debt (F+G+H) | 1,362 | 2,137 | (775) |
| (23,612) | J. Current net financial debt (cash) (I-E-D) | (51,651) | (57,916) | 6,265 |
| 50 | K. Non-current financial assets | 50 | 50 | - |
| 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) | (50) | (50) | - |
| (23,662) | Net financial debt/(cash) from continuing operations (J+O) | (51,701) | (57,966) | 6,265 |
| - | Net financial debt/(cash) from assets held for sale | - | - | - |
| (23,662) | P. Net financial debt/(cash) before IFRS 16 effects | (51,701) | (57,966) | 6,265 |
| - | Q. Current financial liabilities related to the right of use of assets | 33,694 | 33,507 | 187 |
| - | - Q.1 of which current financial liabilities related to the right-of-use assets to the controlling shareholder | 32,202 | 32,006 | 196 |
| - | R. Non-current financial liabilities related to the right of use of assets | 447,285 | 455,763 | (8,478) |
| - | - R.1 of which non-current financial liabilities related to the right-of-use assets to the controlling shareholder | 441,840 | 449,951 | (8,111) |
| - | IFRS 16 financial effects | 480,979 | 489,270 | (8,291) |
| (23,662) | S. Total net financial debt/(cash) (P+Q+R) | 429,278 | 431,304 | (2,026) |
Excluding the IFRS 16 lease liability, the net financial position at 30 September 2019 was positive for Euro 51,701 thousand, compared to Euro 57,966 thousand at 30 June 2019.
The decrease of Euro 6,265 thousand in the net financial position is attributable to the negative change in operating cash flows due to the absence of activities in July and August. This effect was partially offset by advance payments collected for exhibitions to be held in the coming months.
The net financial debt inclusive of the IFRS 16 lease liability amounted to Euro 429,278 thousand.
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 30/09/18 3rd Quarter at 30/09/19 |
9 months at 30/09/19 | 9 months at 30/09/18 | |||||
| Revenues from sales and services | ||||||||
| - By operating segment: | % | % | % | % | ||||
| . Italian Exhibition Business | 22,917 | 73.6 | 29,147 | 78.7 | 152,111 | 79.9 | 167,732 | 83.8 |
| . Foreign Exhibition Business | 212 | 0.7 | 2,311 | 6.2 | 3,330 | 1.7 | 5,010 | 2.5 |
| . Media | 1,914 | 6.1 | 2,304 | 6.2 | 7,709 | 4.0 | 8,539 | 4.3 |
| . Congresses | 6,153 | 19.7 | 3,309 | 8.9 | 27,344 | 14.4 | 18,813 | 9.4 |
| Total revenues gross of adjustments for inter-segment transactions | 31,196 | 100.0 | 37,071 | 100.0 | 190,494 | 100.0 | 200,094 | 100.0 |
| . Adjustments for inter-segment transactions | (1,137) | (1,476) | (6,553) | (6,775) | ||||
| Total revenues net of adjustments for inter-segment transactions | 30,059 | 35,595 | 183,941 | 193,319 | ||||
| - By geographic area: | ||||||||
| . Italy | 29,849 | 99.3 | 33,284 | 93.5 | 180,723 | 98.3 | 188,309 | 97.4 |
| . Foreign countries | 210 | 0.7 | 2,311 | 6.5 | 3,218 | 1.7 | 5,010 | 2.6 |
| Total | 30,059 | 100.0 | 35,595 | 100.0 | 183,941 | 100.0 | 193,319 | 100.0 |
| Gross operating result | % | % | % | % | ||||
| - By operating segment: | on revenues | on revenues | on revenues | on revenues | ||||
| . Italian Exhibition Business | (602) | (2.6) | (5,682) | (19.5) | 51,687 | 34.0 | 37,285 | 22.2 |
| . Foreign Exhibition Business | 978 | 461.3 | 2,078 | 89.9 | 3,494 | 104.9 | 3,927 | 78.4 |
| . Media | (136) | (7.1) | 69 | 3.0 | 680 | 8.8 | 741 | 8.7 |
| . Congresses | 1,812 | 29.4 | (1,496) | (45.2) | 8,586 | 31.4 | (889) | (4.7) |
| . Adjustments for inter-segment transactions | (6.0) | - | (2) | - | ||||
| Total | 2,046 | 6.8 | (5,031) | (14.1) | 64,445 | 35.0 | 41,064 | 21.2 |
| - By geographic area: | ||||||||
| . Italy | 1,066 | 3.6 | (7,109) | (21.4) | 61,063 | 33.8 | 37,137 | 19.7 |
| . Foreign countries | 980 | 466.7 | 2,078 | 89.9 | 3,382 | 105.1 | 3,927 | 78.4 |
| Total | 2,046 | 6.8 | (5,031) | (14.1) | 64,445 | 35.0 | 41,064 | 21.2 |
| Net operating result (EBIT) | % | % | % | % | ||||
| - By operating segment: | on revenues | on revenues | on revenues | on revenues | ||||
| . Italian Exhibition Business | (10,436) | (45.5) | (6,655) | (22.8) | 21,743 | 14.3 | 34,394 | 20.5 |
| . Foreign Exhibition Business | 862 | 406.6 | 1,988 | 86.0 | 3,145 | 94.4 | 3,636 | 72.6 |
| . Media | (192) | (10.0) | 5 | 0.2 | 509 | 6.6 | 549 | 6.4 |
| . Congresses | 616 | 10.0 | (1,838) | (55.5) | 5,022 | 18.4 | (1,912) | (10.2) |
| . Adjustments for inter-segment transactions | (6) | 2 | (2) | (64) | ||||
| Total | (9,156) | (30.5) | (6,498) | (18.3) | 30,417 | 16.5 | 36,603 | 18.9 |
| - By geographic area: | ||||||||
| . Italy | (10,019) | (33.6) | (8,489) | (25.5) | 27,384 | 15.2 | 33,030 | 17.5 |
| . Foreign countries | 863 | 411.0 | 1,991 | 86.2 | 3,033 | 94.3 | 3,573 | 71.3 |
| Total | (9,156) | (30.5) | (6,498) | (18.3) | 30,417 | 16.5 | 36,603 | 18.9 |
| Employees | ||||||||
| (no. of permanent employees at the end of the period) | ||||||||
| - By operating segment: | % | % | % | % | ||||
| . Italian Exhibition Business | 483 | 70.2 | 488 | 71.1 | 483 | 70.2 | 488 | 71.1 |
| . Foreign Exhibition Business | 103 | 14.9 | 91 | 13.2 | 103 | 14.9 | 91 | 13.2 |
| . Media | 54 | 7.8 | 53 | 7.7 | 54 | 7.8 | 53 | 7.7 |
| . Congresses | 49 | 7.1 | 55 | 8.0 | 49 | 7.1 | 55 | 8.0 |
| Total | 689 | 100.0 | 687 | 100.0 | 689 | 100.0 | 687 | 100.0 |
| - By geographic area: | ||||||||
| . Italy . Foreign countries |
586 103 |
85.1 14.9 |
596 91 |
86.8 13.2 |
586 103 |
85.1 14.9 |
596 91 |
86.8 13.2 |
| Total | 689 | 100.0 | 687 | 100.0 | 689 | 100.0 | 687 | 100.0 |
Revenues from sales and services, before transaction netting among the four operating segments of the Group, were Euro 31,196 thousand, a decrease of Euro 5,875 thousand compared to the third quarter of 2018.
Group EBITDA was Euro 2,046 thousand, an increase compared to the figure for the third quarter of 2018 (Euro -5,031 thousand). The breakdown by operating segment was as follows:
same quarter of 2018. Excluding the impacts relating to the application of the new IFRS 16 (Euro +977 thousand), EBITDA increased by Euro 2,331 thousand, mainly due to the revenue performance. Excluding the impacts (Euro +2,919 thousand) relating to the application of the new IFRS 16, EBITDA for the first nine months increased by Euro 6,556 thousand, mainly due to the revenue performance mentioned previously.
The EBIT of the four operating segments in the third quarter of 2019 totalled Euro -9,156 thousand compared to Euro -6,498 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 210 thousand, a decrease of Euro 2,101 thousand compared to the figure for the same period of the previous year. The decrease mainly reflects the different exhibition calendar in Brazil due to absence of the Fesqua biennial exhibition held in even-numbered years. EBITDA was Euro 980 thousand, recording a decrease of Euro 1,098 thousand compared to the same period in the previous year. The change for the quarter is attributable to the aforementioned trend in revenues.
EBIT was Euro 863 thousand, compared to Euro 1,991 thousand for the same period of the previous year.
During the quarter under review, 7 exhibitions and 7 events for congresses with related exhibition space were held at the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 158,120 square metres, compared to 208,030 in the same period of the previous year, and the number of exhibitors went from 5,205 in the third quarter of 2018 to 3,605 in the third quarter of 2019.
Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 180,700 square metres, equal to approximately 59% 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 30/09/19 |
Quarter to 30/09/18 |
Quarter to 30/09/19 |
Quarter to 30/09/18 |
||||
| Directly organised | ||||||||
| - HOMI II Semester | a) | 40,145 | a) | 1,040 | ||||
| - HOMI Fashion&Jewels* | 11,920 | - | 550 | - | ||||
| - HOMI Outdoor* | 21,335 | - | 250 | - | ||||
| Total annual exhibitions directly organised | 33,255 | 40,145 | 800 | 1,040 | ||||
| Hosted | ||||||||
| - Milano Unica (Autumn) | 34,110 | 32,510 | 470 | 480 | ||||
| - Mipel (September) | 7,875 | 8,850 | 270 | 335 | ||||
| - The Micam (Autumn) | 60,365 | 62,965 | 1,245 | 1,330 | ||||
| - The One Milano (September)* | 1,380 | 1,835 | 70 | 110 | ||||
| - LineaPelle II Semester | b) | 50,050 | b) | 1,150 | ||||
| - Games Week | 12,890 | b) | 140 | b) | ||||
| Total annual exhibitions hosted | 116,620 | 156,210 | 2,195 | 3,405 | ||||
| Total annual Exhibitions | 149,875 | 196,355 | 2,995 | 4,445 | ||||
| TOTAL EXHIBITIONS | 149,875 | 196,355 | 2,995 | 4,445 | ||||
| - Congresses with related exhibition space | 8,245 | 11,675 | 610 | 760 | ||||
| TOTAL | 158,120 | 208,030 | 3,605 | 5,205 |
* The exhibition was held for the first time.
a) The exhibition was reconfigured in two new formats: Fashion&Jewels ed Outdoor.
b) The exhibition will take place/was held in subsequent quarters.
During the third quarter of 2019, 3 exhibitions were held at exhibition sites abroad and the net exhibition space occupied totalled 147,445 square metres (in the third quarter of 2018, this figure was 157,050 square metres). The number of exhibitors was 1,355 (1,445 in the third quarter of 2018).
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 30/09/19 |
Quarter to 30/09/18 |
Quarter to 30/09/19 |
Quarter to 30/09/18 |
||||
| Annual Exhibitions: | |||||||
| Organised in China | |||||||
| - Industrial Automation Shanghai ° | 31,265 | 31,985 | 715 | 670 | |||
| - Metalworking and CNC Mach. Tool Shanghai ° | 32,580 | 36,100 | 540 | 325 | |||
| - Motor Show Chengdu ° | 83,600 | 75,700 | 90 | ||||
| Total annual exhibitions organised in China | 147,445 | 143,785 | 1,355 | 1,085 | |||
| Total annual exhibitions | 147,445 | 143,785 | 1,355 | 1,085 | |||
| Biennial Exhibitions: | |||||||
| Organised in Brazil | |||||||
| - Ebrats | - | 1,980 | - | 80 | |||
| - Feitintas | - | 550 | - | 45 | |||
| - Fesqua | - | 10,735 | - | 235 | |||
| Total biennial exhibitions organised in Brazil | - | 13,265 | - | 360 | |||
| Total biennial exhibitions | - | 13,265 | - | 360 | |||
| TOTAL EXHIBITIONS | 147,445 | 157,050 | 1,355 | 1,445 | |||
| ° The exhibition was organized in partnership. |
At 30 September 2019, Group employees totalled 689. The breakdown compared to 30 June 2019 was as follows:
| 31/12/18 | Permanent employees at end of period (units) |
30/09/19 | 30/06/19 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Fully consolidated companies: | Total Italy |
Foreign countries |
Total | Italy | Foreign countries |
|
| 27 | 25 | 2 | Executives | 27 | 25 | 2 | 23 | 21 | 2 |
| 587 | 554 | 33 | Managers and White collar workers (including Journalists) | 575 | 546 | 29 | 593 | 563 | 30 |
| 614 | 579 | 35 | Total | 571 | 31 | 616 | 584 | 32 | |
| Equity-accounted companies (a): | |||||||||
| 2 | - | 2 | Executives | 4 | 1 | 3 | 5 | 2 | 3 |
| 80 | 20 | 60 | White collar workers | 83 | 14 | 69 | 78 | 14 | 64 |
| 82 | 20 | 62 | Total | 87 | 15 | 72 | 83 | 16 | 67 |
| 696 | 599 | 97 | TOTAL | 689 | 586 | 103 | 699 | 600 | 99 |
| (a) the indicated data corresponds to the pro-quota of total employees |
Compared to 30 June 2019, the number of employees fell by a net figure of 10, primarily as a result of the early retirement plans for Parent Company personnel.
There were no significant events after the end of the reporting period.
The positive operating performance was also confirmed by exhibitions held in Italy after the end of the quarter, particularly the biennial HOST exhibition, the latest edition setting a new record with over 200,000 visitors (+8% compared to 2017). The favourable trend in exhibitions allows the 2019 EBITDA to be estimated in the upper part of the range, announced previously, of Euro 96-100 million.
With reference to business forecasts for 2020 in the 2018-2022 Strategic Plan, the positive implementation of the plan allowed the target EBITDA to be raised in the range of Euro 71-752 million, compared to the previous range of Euro 13-17 million which did not include the effect of IFRS 16 amounting to approximately Euro 48 million.
2 The new target includes the effect of suspension of the cost of personnel dedicated to directly organised biennial and multi-annual exhibitions, estimated at approximately Euro 2 million.
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 Consob Issuers' 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 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 accounting position for the third quarter of 2019 are the same as those used for the 2018 Consolidated Financial Statements, with the addition of accounting standards endorsed by the European Union and applicable from 1 January 2019, to which reference should be made.
The Consolidated Financial Statements were prepared on the basis of accounting positions at 30 September 2019, 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 2019 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 2019 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 2019 is provided in Attachment 1.
The Consolidated Interim Management Report has not been subject to legal audit.
On first-time adoption of IFRS 16, in force from 1 January 2019, the Group adopted the modified retrospective approach, i.e. the option not to restate the comparative figures from previous years. Based on this criterion, the lease liability is measured on the basis of the payments for the remaining leases, discounted using the marginal loan rate at the first adoption date. The carrying amount of the lease liability is equal to the carrying amount of the RoU asset on first-time adoption. The value of prepaid expenses relating to leases recognised in the statement of financial position at the closing date of these financial statements, was reclassified to right-of-use assets on first-time adoption of the standard in question. The effects resulting from the application of the new standard are as follows:
| (Amounts in € '000) | |||||
|---|---|---|---|---|---|
| 3rd Quarter 2018 | 3rd Quarter 2019 | ||||
| before IFRS 16 | after IFRS 16 | Impact | Net change | ||
| EBITDA | (5,031) | (9,740) | 2,046 | 11,786 | (4,709) |
| Depreciation and amortisation | 1,467 | 1,350 | 11,202 | 9,852 | (117) |
| EBIT | (6,498) | (11,090) | (9,156) | 1,934 | (4,592) |
| Financial income/(expenses) | (48) | 55 | (3,275) | (3,330) | 103 |
| Profit/(loss) before income tax | (6,546) | (11,035) | (12,431) | (1,396) | (4,489) |
| Right-of-use assets | - | - | 478,664 | 478,664 | - |
| Net financial debt/(cash) | (21,582) | (51,701) | 429,278 | 480,979 | (30,119) |
(migliaia di euro)
| 9 months | at 30/09/2018 | at 30/09/2019 | ||||
|---|---|---|---|---|---|---|
| before IFRS 16 | after IFRS 16 | Impact | Net change | |||
| EBITDA | 41,064 | 28,481 | 64,445 | 35,964 | (12,583) | |
| Depreciation and amortisation | 4,461 | 3,956 | 34,028 | 30,072 | (505) | |
| EBIT | 36,603 | 24,525 | 30,417 | 5,892 | (12,078) | |
| Financial income/(expenses) | (68) | 170 | (10,121) | (10,291) | 238 | |
| Profit/(loss) before income tax | 36,535 | 24,695 | 20,296 | (4,399) | (11,840) | |
| Right-of-use assets | - | - | 478,664 | 478,664 | - | |
| Net financial debt/(cash) | (21,582) | (51,701) | 429,278 | 480,979 | (30,119) |
| Full year to 31/12/18 |
Consolidated Income Statement (Amounts in €'000) |
3rd Quarter to 30/09/19 |
3rd Quarter to 30/09/18 |
9 months to 30/09/19 |
9 months to 30/09/18 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % | % | % | ||||||
| 247,217 | 100 | Revenues from sales and services | 30,059 | 100 | 35,595 | 100 | 183,941 | 100 | 193,319 | 100 |
| 2,410 | 1.0 | Cost of materials | 347 | 1.2 | 413 | 1.2 | 1,730 | 0.9 | 1,894 | 1.0 |
| 114,052 | 46.1 | Cost of services | 18,906 | 62.9 | 19,187 | 53.9 | 85,534 | 46.5 | 83,895 | 43.4 |
| 50,343 | 20.4 | Costs for use of third party assets | 67 | 0.2 | 12,351 | 34.7 | 351 | 0.2 | 37,805 | 19.6 |
| 47,037 | 19.0 | Personnel expenses | 10,324 | 34.3 | 10,365 | 29.1 | 34,496 | 18.8 | 33,566 | 17.4 |
| 4,525 | 1.8 | Other operating expenses | 458 | 1.5 | 605 | 1.7 | 2,988 | 1.6 | 2,995 | 1.5 |
| 218,367 | 88.3 | Total operating costs | 30,102 | 100.1 | 42,921 | 120.6 | 125,099 | 68.0 | 160,155 | 82.8 |
| 2,806 | 1.1 | Other income | 586 | 1.9 | 215 | 0.6 | 1,917 | 1.0 | 2,091 | 1.1 |
| 2.1 | Results of equity-accounted companies | 5.0 | 7.1 | 2.1 | 3.5 | |||||
| 5,170 | 1,500 | 2,522 | 3,871 | 6,782 | ||||||
| 4,963 | 2.0 | Allowance for doubtful accounts and other provisions | (3) | (0.0) | 442 | 1.2 | 185 | 0.1 | 973 | 0.5 |
| 31,863 | 12.9 | EBITDA | 2,046 | 6.8 | (5,031) | (14.1) | 64,445 | 35.0 | 41,064 | 21.2 |
| 5,871 | 2.4 | Depreciation and amortisation | 11,202 | 37.3 | 1,467 | 4.1 | 34,028 | 18.5 | 4,460 | 2.3 |
| 917 | 0.4 | Adjustments to asset values | - - | - - | - - | 1 | 0.0 | |||
| 25,075 | 10.1 | EBIT | (9,156) | (30.5) | (6,498) | (18.3) | 30,417 | 16.5 | 36,603 | 18.9 |
| (123) | (0.0) | Financial income/(expenses) | (3,275) | (10.9) | (48) | (0.1) | (10,121) | (5.5) | (68) | (0.0) |
| (29) | (1.2) | Valuation of financial assets | - - | - - | - - | - - | ||||
| 24,923 | 10.1 | Profit/(loss) before income tax from continuing operations | (12,431) | (41.4) | (6,546) | (18.4) | 20,296 | 11.0 | 36,535 | 18.9 |
| - | - | Profit/(loss) before income tax from discontinued operations | - - | - - | - - | - - | ||||
| 24,923 | 10.1 | Profit/(loss) before income tax: | (12,431) | (41.4) | (6,546) | (18.4) | 20,296 | 11.0 | 36,535 | 18.9 |
| 25,239 | 10.2 | - attributable to the shareholders of the controlling entity | (12,424) | (41.3) | (6,444) | (18.1) | 20,327 | 11.1 | 36,840 | 19.1 |
| (316) | (0.1) | - attributable to non-controlling interests | (7) | (0.0) | (102) | (0.3) | (31) | (0.0) | (305) | (0.2) |
| 31/12/18 | Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
30/09/19 | 30/06/19 | Change | |
|---|---|---|---|---|---|
| 94,127 | Goodwill | 94,127 | 94,127 | - | |
| 10,791 | Intangible assets with a finite useful life | 12,547 | 10,140 | 2,407 | |
| - | Right-of-use assets | 478,664 | 488,490 | (9,826) | |
| 10,812 | Tangible fixed assets | 9,117 | 9,663 | (546) | |
| 32,647 | Other non-current assets | 35,771 | 34,461 | 1,310 | |
| 148,377 | A Non-current assets | 630,226 | 636,881 | (6,655) | |
| 3,481 | Inventories and contracts in progress | 3,920 | 2,921 | 999 | |
| 45,136 | Trade and other receivables | 42,233 | 47,767 | (5,534) | |
| 48,617 | B Current assets | 46,153 | 50,688 | (4,535) | |
| 38,548 | Trade payables | 30,627 | 41,025 | (10,398) | |
| 49,659 | Advances | 77,181 | 59,554 | 17,627 | |
| 2,229 | Tax liabilities | 472 | 11,253 | (10,781) | |
| 31,258 | Provisions for risks and charges and other current liabilities | 28,603 | 30,391 | (1,788) | |
| 121,694 | C Current liabilities | 136,883 | 142,223 | (5,340) | |
| (73,077) | D Net working capital (B - C) | (90,730) | (91,535) | 805 | |
| 75,300 | E Gross capital employed (A + D) | 539,496 | 545,346 | (5,850) | |
| 8,958 | Employee benefit provisions | 9,426 | 9,585 | (159) | |
| 7,909 | Provisions for risks and charges and other non-current liabilities | 7,702 | 7,579 | 123 | |
| 16,867 | F Non-current liabilities | 17,128 | 17,164 | (36) | |
| 58,433 | G NET CAPITAL EMPLOYED continuing operations (E - F) | 522,368 | 528,182 | ( 5,814) | |
| - | H | NET CAPITAL EMPLOYED assets held for sale | - | - | - |
| 58,433 | TOTAL NET CAPITAL EMPLOYED (G + H) | 522,368 | 528,182 | ( 5,814) | |
| covered by: | |||||
| 82,034 | Equity attributable to the Group | 93,060 * | 96,841 | (3,781) | |
| 61 | Non-controlling interests | * 30 | 37 | (7) | |
| 82,095 | I Total equity | 93,090 | 96,878 | (3,788) | |
| (28,409) | Cash & cash equivalents | (51,621) | (57,754) | 6,133 | |
| 4,797 | Current financial (assets)/liabilities | 33,664 | 33,345 | 319 | |
| (50) | Non-current financial (assets)/liabilities | 447,235 | 455,713 | (8,478) | |
| (23,662) | Net financial position from continuing operations | 429,278 | 431,304 | (2,026) | |
| - | Net financial position from assets held for sale | - | - | - | |
| (23,662) | L Net financial position (TOTAL) | 429,278 | 431,304 | (2,026) | |
| 58,433 | EQUITY AND NET FINANCIAL POSITION (I + L) * includes pre-tax result for the period |
522,368 | 528,182 | (5,814) |
At 30 September 2019, non-current assets totalled Euro 630,226 thousand compared to Euro 636,881 thousand at 30 June 2019. The Euro 6,655 thousand decrease relates to the net balance of investments for Euro 3,320 thousand, depreciation and amortisation of Euro 11,202 thousand, exchange differences for Euro -37 thousand, change in equity investments for Euro 1,494 thousand, decrease in tax assets for deferred tax assets of Euro 112 thousand and other changes for Euro -118 thousand.
Net working capital went from Euro -91,535 thousand at 30 June 2019 to Euro -90,730 thousand at 30 September 2019.
The Euro 805 thousand change in this figure was due to the following:
At 30 September 2019, non-current liabilities totalled Euro 17,128 thousand compared to Euro 17,164 thousand at 30 June 2019.
Group equity at 30 September 2019 was Euro 93,060 thousand compared to Euro 96,841 thousand at 30 June 2019, a decrease of Euro 3,781 thousand due to the following:
Equity attributable to non-controlling interests was Euro 30 thousand at 30 September 2019 compared to Euro 37 thousand at 30 June 2019. The Euro 7 thousand decrease is attributable to the period result.
Information on the changes in financial assets and liabilities is given in the section on the net financial position.
The Manager responsible for preparing the Company's financial statements, Marco Pacini, in accordance with Article 154bis, 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.
| Shareholding % | Shareholding of Group companies | ||||||
|---|---|---|---|---|---|---|---|
| Directly | |||||||
| Share capital | Group | held by Fiera |
Indirectly held through other |
||||
| Company name and registered office | Main activity | (000) (*) | total | Milano | 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 | ||
| La Fabbrica del Libro SpA in liquidazione ** | |||||||
| Milan, p.le Carlo Magno 1 | Organisation of exhibitions in Italy |
120 | 51 | 51 | 51 Fiera Milano SpA | ||
| Nolostand SpA | |||||||
| Milan, p.le Carlo Magno 1 | Stand fitting services | 7,500 | 100 | 100 | 100 Fiera Milano SpA | ||
| CIPA Fiera Milano Publicações e Eventos Ltda | Organisation of exhibitions | 99.99 | Fiera Milano SpA | ||||
| São Paulo Brasil, Av. Angelica | outside of Italy | R \$ 92,005 | 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, 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 | 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 | Organisation of exhibitions | Hannover Milano Fairs Shanghai Co. | |||||
| Guangzhou China, West Tower, Poly World Trade Center | outside of Italy | RMB 1,000 | 24.99 | 51 | 51 | Ltd | |
| Hannover Milano XZQ Exhibitions Co., Ltd | Organisation of exhibitions | Hannover Milano Fairs Shanghai Co. | |||||
| Shenzhen China | outside of Italy | RMB 100 | 29.40 | 60 | 60 | Ltd | |
| Ipack Ima Srl | Organisation of exhibitions | ||||||
| Rho, S.S. del Sempione km 28 | in Italy | 49.00 20 | 49 | 49 | Fiera Milano SpA | ||
| Mico DMC S.r.l. | Destination management | ||||||
| Milan, p.le Carlo Magno 1 | services | 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 | ||||||
| Company name and registered office | Share capital (000) (*) |
Group total |
Fiera Milano |
through 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 | ||
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