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Fiera Milano

Quarterly Report May 11, 2018

4073_10-q_2018-05-11_b3f4fd76-a0f7-43b3-ac8b-67b1ed0bda24.pdf

Quarterly Report

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Consolidated Interim Management Report at 31 March 2018

(1st Quarter 2018)

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 31 marzo 2018. 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 2018 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), 11 May 2018

Contents

Corporate bodies and Independent Auditor page 3
Business model page 4
Group structure page 5
Report on operations in the first quarter 2018

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
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
Declaration of the Manager responsible for preparing the Company's financial
statements
page
page
page
page
17
18
19
20
Attachment 1
List of companies included in the consolidation area and other investments at 31
March 2018
page 21

__________________________________________________________________________________

Corporate Bodies and Independent Auditor

BOARD OF DIRECTORS

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*

* Independent Director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998 and under the Self-Regulatory Code of the Italian Stock Exchange.

______________________________________________________________________________

** Fabrizio Curci has been the Chief Executive Officer of the Company since 1 September 2017.

*** Marina Natale was the Chief Executive Officer of the Company until 31 August 2017.

CONTROL AND RISK COMMITTEE * REMUNERATION AND APPOINTMENTS COMMITTEE **

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

* Lorenzo Caprio was a member and Chairperson of the Control and Risk Committee until 23 October 2017, the date of his resignation from this Committee. On this same date, the Board of Directors of the Company decided that the Control and Risk Committee should be composed of just three members and appointed Stefania Chiaruttini as its Chairperson.

** Gianpietro Corbari was a member and Chairperson of the Remuneration and Appointments Committee until 23 October 2017 the date of his resignation from this Committee. On the same date, the Board of Directors appointed Marina Natale as a new member of the Remuneration and Appointments Committee and Elena Vasco as the Chairperson of this Committee.

Mariella Tagliabue Statutory Auditor Sebastiano Carbone Daniele Beretta Substitute Auditor Marina Scandurra Substitute Auditor

BOARD OF STATUTORY AUDITORS MANAGER RESPONSIBLE FOR PREPARING Riccardo Raul Bauer Chairperson THE COMPANY'S FINANCIAL STATEMENTS Daniele Federico Monarca Statutory Auditor UNDER LAW 262/2005

SUPERVISORY BOARD UNDER LEGISLATIVE DECREE 231/01

Piero Antonio Capitini Luigi Bricocoli Jean Paule Castagno

--- The Board of Directors was appointed by the Shareholders' Meeting of 21 April 2017 and its mandate will expire with the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.

On 25 July 2017, the Shareholders' Meeting raised the number of members of the Board of Directors to nine and appointed Fabrizio Curci as the new Director effective from 1 September 2017 and until the mandates of the other Directors expire.

On the same date, the Board of Directors appointed Fabrizio Curci as Chief Executive Officer and General Manager of Fiera Milano SpA commencing 1 September 2017.

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 any transactions it considers appropriate or useful to attain the corporate aims of the Company, excluding only those which by law are the preserve of the Shareholders' Meeting.

The Chairperson, in addition to being the legal representative of the Company, is invested with all the powers under enacted laws and the Company Articles of Association, including activities related to external institutional relations.

The Chief Executive Officer has ordinary and extraordinary administrative powers, except for those powers that under enacted laws and the 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 with the Shareholders' Meeting to approve the Financial Statements at 31 December 2020.

INDEPENDENT AUDITOR

EY SpA

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

Business model

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.

__________________________________________________________________________

Its operating segments are:

  • Italian Exhibitions: this segment covers all activities for the organisation and hosting of exhibitions and other events in Italy through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. This segment includes all activities associated with exhibitions (including end services for exhibitors and visitors):
  • that are directly organised by the Group or in partnership with third-parties;
  • organised by third parties, through the hiring out of spaces and services.
  • Foreign Exhibitions: this segment covers all activities for the organisation of exhibitions and other events abroad through the use, promotion and offer of furnished exhibition spaces, of project support, and of ancillary services. This segment also includes all activities associated with exhibitions (including end services for exhibitors and visitors) that are directly organised by the Group or in partnership with third-parties.
  • Stand-fitting services: this segment covers stand-fitting services, technical services and all exhibition site services for exhibitions and congresses.
  • Media: this segment covers the production of content and supply of on line and off line publishing services, as well as those associated with the organisation of events and congresses.
  • Congresses: this segment covers the organisation of conferences and events and destination management services.

Group structure

Summary of results and significant events during the quarter

The following table gives the main figures of the Group for the first quarter of 2018 and for the same quarter of the previous year, as well as figures for the full year 2017.

Full year Fiera Milano Group 1° Quarter 1° Quarter
31/12/17 Summary of key figures 31/03/18 31/03/17
restated (Amounts in € '000) restated
256,348 Revenues from sales and services 77,254 62,067
15,060 EBITDA (a) 19,704 8,093
5,372 EBIT 18,210 6,375
4,598 Profit/(loss) before income tax of continuing operations 18,076 6,168
- Profit/(loss) before income tax of discontinued operations - -
4,598 Profit/(loss) before income tax 18,076 6,168
4,334 - Attributable to the shareholders of the controlling entity 18,188 6,246
264 - Attributable to non-controlling interests (112) (78)
20,127 Cash flow before income tax for the Group and non-controlling interests (b) 19,680 8,612
63,830 Net capital employed (c) 60,538 81,205
covered by:
62,471 Equity attributable to the Group 80,680 * 67,253 *
564 Non-controlling interests 451 * 611 *
795 Net financial debt/(cash) continuing operations and assets held for sale (20,593) 13,341
4,392 Investments (continuing operations and assets held for sale) 478 1,660
693 Employees (no. of permanent employees at the end of period) 686 727
* includes pre-tax result for the period
(a) EBITDA is the operating result before depreciation and amortisation and adjustments to asset values.
(b) Cash flow is the net result for the period, plus depreciation and amortisation, provisions and adjustments to asset values

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

Starting with the Consolidated Financial Statements at 31December 2017, operating profitability will be calculated as EBITDA therefore the figures in the Consolidated Financial Statements at 31march 2018, that shows a figure for gross operating profit, have been restated to reflect this change. The figures for 2017 reflect the application of the new standard IFRS 15 from 1 January 2018.

In the first quarter 2018, the Fiera Milano Group had significantly higher results than for the same period of 2017. This improvement was primarily due to the good performance from annual exhibitions together with the more favourable exhibition calendar and to a positive impact from cost reductions following the restructuring implemented in the 2017 financial year.

On 19 February 2018, Fiera Milano SpA, in order to strengthen the capital of the Brazilian subsidiary Eurofairs International Consultoria e Participações Ltda, approved a capital contribution of Euro 0.800 million.

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

The figures for the first quarter 2018 showed the following main trends:

  • Revenues from sales and services totalled Euro 77.254 million compared to the figure for the first quarter of the preceding financial year (Euro 62.067 million).

The main changes in the quarter were as follows:

  • annual exhibitions organised by the Group in Italy (+14,160 square metres): the increase reflected the presence of Bit (+16,280 square metres), which previously was held in the month of April, and the annual international exhibition for promotional articles, Promotion Trade Exhibition (+550 square metres); these increases were, in part, offset by a fall in demand for exhibition space at HOMI I semester (-2,670 square metres);
  • annual exhibitions organised by third parties in Italy (+33,150 square metres): the increase was mainly due to the presence in the quarter under review of Tempo di Libri (+13,170 square metres), the previous edition of which was held in April, and increases in demand for exhibition space at My Plant & Garden (+8,330 square metres) and Cartoomics (+3,970 square metres);
  • biennial exhibitions organised by the Group in Italy (-56,765 square metres): the decrease reflected the absence of Transpotec Logitec, an exhibition held in unevennumbered years;
  • biennial exhibitions organised by third-parties in Italy (+64,655 square metres): this increase was due to the presence of Mostra Convegno Expocomfort, the biennial exhibition held in even-numbered years (+114,200 square metres), in part, offset by the absence of Made Expo, the biennial exhibition held in uneven-numbered years, (-52,515 square metres);
  • congresses with related exhibition space: these showed an increase of +6,715 square metres;
  • annual exhibitions organised by the Group abroad (+12,945 square metres): the increase mainly reflected the Chinese exhibition Chinafloor Domotex Shanghai.

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 2018 1st Quarter 2017 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: 21 7 21 7 - -
Italy 17 3 17 3 - -
. annual 15 3 14 2 1 1
. biennial 2 - 3 1 (1) (1)
. multi-annual - - - - - -
Foreign countries 4 4 4 4 - -
. annual 4 4 4 4 - -
. biennial - - - - - -
. multi-annual - - - - - -
Number of congresses with related
exhibition space - Italy
8 - 6 - 2
-
Net sq.metres of exhibition space: 624,570 197,585 549,710 227,245 74,860 (29,660)
Italy 529,190 102,205 467,275 144,810 61,915 (42,605)
. annual (a) 411,475 102,205 357,450 88,045 54,025 14,160
. biennial 117,715 - 109,825 56,765 7,890 (56,765)
. multi-annual - - - - - -
(a) of which congresses with related exhibition space 11,955 - 5,240 - 6,715 -
Foreign countries 95,380 95,380 82,435 82,435 12,945 12,945
. annual 95,380 95,380 82,435 82,435 12,945 12,945
. biennial - - - - - -
. multi-annual - - - - - -
Number of exhibitors: 12,955 3,705 11,180 3,600 1,775 105
Italy 11,090 1,840 9,385 1,805 1,705 35
. annual (b) 9,445 1,840 8,310 1,560 1,135 280
. biennial 1,645 - 1,075 245 570 (245)
. multi-annual - - - - - -
(b) of which congresses with related exhibition space 720 - 380 - 340 -
Foreign countries 1,865 1,865 1,795 1,795 70 70
. annual 1,865 1,865 1,795 1,795 70 70
. biennial - - - - - -
. multi-annual - - - - - -
  • EBITDA in the quarter was Euro 19.704 million, an increase of Euro 11.611 million compared to the figure for the same period of 2017 (Euro 8.093 million). 2018 EBITDA reflected the trend in revenues and the positive impact of lower costs following the restructuring implemented in the 2017 financial year. This was, in part, offset by higher personnel costs due to the variable element of remuneration.
  • EBIT in the quarter was Euro 18.210 million compared to Euro 6.375 million in the first quarter of 2017. The improvement of Euro 11.835 million was due to the aforementioned increase in EBITDA.
  • The profit before taxes was Euro 18.076 million compared to Euro 6.168 million in the first quarter of 2017. The profit before taxes attributable to the controlling shareholder was Euro 18.188 million (Euro 6.246 million in first quarter 2017) and the loss before taxes attributable to non-controlling interests was Euro 0.112 million (a loss before taxes of Euro 0.078 million in first quarter 2017).
  • Cash flow in the quarter (calculated as the pre-tax result plus depreciation, amortisation, provisions and impairment) was Euro 19.680 million compared to Euro 8.612 million in the same quarter of the preceding financial year.

Net financial position

The Group net financial position and its breakdown are shown in the following table.

Group Net Financial Position
31/12/17 (Amounts in € '000) 31/03/18
17,922 A. Cash (including bank balances) 34,831
- B. Other cash equivalents -
- C. Securities held for trading -
17,922 D. Cash and cash equivalents (A+B+C) 34,831
2,809 E. Current financial assets 1,108
700 - E.1 of which Current financial assets to other related parties -
2,109 - E.2 of which Current financial assets to other related parties 1,108
689 F. Current bank borrowings -
16,563 G. Current portion of non-current debt 12,013
729 H. Other current financial liabilities 785
- - H.1 of which Other current financial liabilities to the controlling shareholder 76
37 - H.2 of which Other current financial liabilities to other related parties -
17,981 I. Current financial debt (F+G+H) 12,798
(2,750) J. Current net financial debt (cash) (I-E-D) (23,141)
3,503 K. Non-current bank borrowings 2,506
- L. Debt securities in issue -
42 M. Other non-current liabilities 42
42 - M.1 of which Other non current liabilities to other related parties 42
3,545 N. Non-current financial debt (K+L+M) 2,548
795 Net financial debt/(cash) from continuing operations (J+N) (20,593)
- Net financial debt/(cash) from assets held for sale -
795 O. Net financial debt/(cash) (20,593)

Net cash at 31 March 2018 was Euro 20.593 million compared to net debt of Euro 0.795 million at 31 December 2017.

The increase of Euro 21.388 million in net cash reflected the positive operating cash flow generated in the period under review and advance payments for the exhibition calendar that, in coming months, includes some important exhibitions. This increase was partly offset by the advance payment of the six-monthly rental charge for the two exhibition sites.

Business performance by operating segment and by geographic area

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

Summary of data by operating segment
and by geographic area
Full year (Amounts in € '000) 1st Quarter 1st Quarter
2017 restated 31/03/18 31/03/17 restated
Revenues from sales and services
% - By operating segment: % %
205,186 68.3 . Italian Exhibitions 68,853 74.9 54,910 74.8
5,096 1.7 . Foreign Exhibitions 914 1.0 518 0.7
33,030 11.0 . Stand-fitting Services 12,691 13.8 9,811 13.4
10,841 3.6 . Media 2,942 3.2 2,472 3.4
46,160 15.4 . Congresses 6,520 7.1 5,683 7.7
300,313 100.0 Total revenues gross of adjustments for inter-segment transactions 91,920 100.0 73,394 100.0
(43,965) . Adjustments for inter-segment transactions (14,666) (11,327)
256,348 Total revenues net of adjustments for inter-segment transactions 77,254 62,067
- By geographic area:
251,252 98.0 . Italy 76,340 98.8 61,549 99.2
5,096 2.0 . Foreign countries 914 1.2 518 0.8
256,348 100.0 Total 77,254 100.0 62,067 100.0
% EBITDA % %
on revenues - By operating segment: on revenues on revenues
13,303 6.5 . Italian Exhibitions 16,829 24.4 7,359 13.4
80 1.6 . Foreign Exhibitions 1,827 199.9 856 165.3
(1,754) (5.3) . Stand-fitting Services 1,324 10.4 561 5.7
409 3.8 . Media 81 2.8 (279) (11.3)
3,022 6.5 . Congresses (357) (5.5) (404) (7.1)
- . Adjustments for inter-segment transactions - -
15,060 5.9 Total 19,704 25.5 8,093 13.0
- By geographic area:
15,030 6.0 . Italy 17,877 23.4 7,245 11.8
30 0.6 . Foreign countries 1,827 199.9 848 163.7
15,060 5.9 Total 19,704 25.5 8,093 13.0
% EBIT % %
on revenues - By operating segment: on revenues on revenues
8,831 4.3 . Italian Exhibitions 16,210 23.5 6,614 12.0
(436) (8.6) . Foreign Exhibitions 1,723 188.5 729 140.7
(3,492) (10.6) . Stand-fitting Services 978 7.7 122 1.2
(1,196) (11.0) . Media 16 0.5 (371) (15.0)
1,726 3.7 . Congresses (704) (10.8) (703) (12.4)
(61) . Adjustments for inter-segment transactions (13) (16)
5,372 2.1 Total 18,210 23.6 6,375 10.3
- By geographic area:
5,858 2.3 . Italy 16,501 21.6 5,670 9.2
(486) (9.5) . Foreign countries 1,709 187.0 705 136.1
5,372 2.1 Total 18,210 23.6 6,375 10.3
Employees
(no. of permanent employees at the end of the period)
% - By operating segment: % %
423 61.0 . Italian Exhibitions 420 61.2 414 57.0
100 14.4 . Foreign Exhibitions 89 13.0 145 20.0
61 8.8 . Stand-fitting Services 62 9.0 57 7.8
59 8.5 . Media 59 8.6 62 8.5
50
7.2 . Congresses 56 8.2 49 6.7
693 100.0 Total 686 100.0 727 100.0
- By geographic area:
593 85.6 . Italy 597 87.0 582 80.1
100 14.4 . Foreign countries 89 13.0 145 19.9
693 100.0 Total 686 100.0 727 100.0

Starting with the Consolidated Financial Statements at 31 December 2017, operating profitability will be calculated as EBITDA therefore the figures in the Consolidated Financial Statements at 31 march 2018, that shows a figure for gross operating profit, have been restated to reflect this change. The figures for 2017 reflect the application of the new standard IFRS 15 from 1 January 2018.

Revenues from sales and services before elimination of transactions among the five business segments of the Group were Euro 91.920 million, an increase of Euro 18.526 million compared to the figure of Euro 73.394 million in the first quarter of 2017.

  • Revenues from Italian Exhibitions totalled Euro 68.853 million in the first quarter 2018, an increase of approximately 25% compared to the figure for the same period of the preceding financial year (Euro 54.910 million). The increase in revenues mainly reflected the more favourable exhibition calendar with the presence of the important biennial exhibition held in even-numbered years, Mostra Convegno Expocomfort. This was, in part, offset by the absence of the biennial exhibitions, Made Expo and Transpotec Logitec, held in unevennumbered years. There was also a strong performance from annual exhibitions due to higher demand for both exhibition space and services linked to the exhibitions.
  • Revenues from Foreign Exhibitions totalled Euro 0.914 million in the first quarter compared to Euro 0.518 million in the same quarter of the previous financial year. The increase was mainly due to higher demand for exhibition space at the Cape Town Art Fair.
  • Revenues from Stand-fitting Services were Euro 12.691 million in the first quarter, an increase of approximately 29% compared to the first quarter figure of the previous financial year (Euro 9.811 million). The increase primarily reflected the more favourable exhibition calendar.
  • Revenues in the Media segment totalled Euro 2.942 million in the first quarter, an increase of approximately 19% compared to the figure of the first quarter 2017 (Euro 2.472 million). The increase was mainly due to billboard advertising for Mostra Convegno Expocomfort, the biennial exhibition held in even-numbered years, and to higher sponsorship revenues.
  • Revenues from Congresses totalled Euro 6.520 million in the first quarter compared to Euro 5.683 million in the same period of 2017. The increase was largely due to the destination management services provided to the exhibition Bit.

Group EBITDA was Euro 19.704 million, an increase of Euro 11.611 million compared to the figure for the first quarter of 2017 (Euro 8.093 million ). The breakdown was as follows:

  • Italian Exhibitions had EBITDA of Euro 16.829 million compared to Euro 7.359 million in the same period of the previous financial year. The increase is linked to the higher revenues generated in this segment and the positive impact of lower costs following the restructuring implemented during 2017. This was, in part, offset by higher personnel expenses due to the variable part of remuneration.
  • Foreign exhibitions generated EBITDA of Euro 1.827 million, an improvement on the figure for the same quarter of the previous financial year (Euro 0.856 million). The increase primarily reflected the trend in revenues and also other income received for damages paid to the Brazilian company Eurofairs following the settlement of a legal dispute.
  • Stand-fitting services had EBITDA of Euro 1.324 million compared to EBITDA of Euro 0.561 million in the same period of the previous financial year. The year-on-year increase in the quarter was primarily due to the aforementioned trend in revenues.
  • Media had EBITDA of Euro 0.081 million compared to a loss of Euro 0.279 million in the first quarter of 2017. The year-on-year increase in the quarter was primarily due to the aforementioned trend in revenues.
  • Congresses had negative EBITDA of Euro 0.357 million, in line with the EBITDA loss of Euro 0.404 million in the same quarter of 2017.

The EBIT of the five operating segments totalled Euro 18.210 million in the first quarter of 2018, compared to Euro 6.375 million in the same period of the previous financial year, and reflected the trends in EBITDA of the five segments.

The breakdown by geographic area in the first quarter showed revenues from foreign activities of Euro 0.914 million, an increase of approximately 76% compared to the figure for the same quarter of the previous financial year (Euro 0.518 million). EBITDA was Euro 1.827 million, a year-on-year increase of Euro 0.979 million.

EBIT was Euro 1.709 million compared to the figure for the same quarter of the previous financial year (Euro 0.705 million).

During the quarter under review, seventeen exhibitions and eight events for congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 529,190 square metres, compared to 467,275 square metres in the same period of the previous financial year, and the number of exhibitors rose from 9,385 in the first quarter of 2017 to 11,090 in the first quarter of 2018.

Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 197,585 square metres, which equated to approximately 32% of the total exhibition space occupied.

Annual Exhibitions: Quarter to 31/03/18 Quarter to 31/03/17 Quarter to 31/03/16 Quarter to 31/03/18 Quarter to 31/03/17 Quarter to 31/03/16 Directly organised - HOMI (I semester) 81,020 83,690 77,785 1,405 1,425 1,285 - Promotion Trade Exhibition 4,905 4,355 a) 145 135 a) - Bit 16,280 b) 13,505 290 b) 380 - Milano Pret A Porter (Spring) c) c) 2,235 c) c) 105 Total annual exhibitions directly organised 102,205 88,045 93,525 1,840 1,560 1,770 Hosted - Cartoomics 14,465 10,495 8,310 420 340 310 - Fa la cosa giusta 11,340 10,285 9,350 720 680 695 - Hobby Show (I semester) 1,700 1,610 1,815 70 65 90 - LineaPelle Febbraio 48,195 46,665 43,710 1,110 1,200 1,155 - Mido 50,490 48,015 46,260 1,270 1,190 1,075 - Milano Unica (Spring) 27,075 27,325 18,165 415 365 390 - Mipel (March 8,890 7,980 8,305 320 250 250 - My Plant & Garden 25,395 17,065 13,855 520 450 345 - Simac Tanning-Tech 18,230 17,205 14,900 275 245 220 - Tempo di Libri 13,170 b) - 220 b) - - The Micam (Spring) 62,930 61,705 63,425 1,305 1,330 1,425 - The ONE Milano (February) 15,435 13,615 - 240 220 - - MAM - Mostra a Milano Arte e Antiquariato d) 2,200 - d) 35 - - Milano Auto Classica b) b) 20,965 b) b) 290 - Promotion Trade Exhibition a) a) 4,515 a) a) 140 - Esposizione Internazionale Canina d) d) 15,000 d) d) 50 - Mifur c) c) 12,080 c) c) 150 - Super (Spring) d) d) 1,275 d) d) 150 Total annual exhibitions hosted 297,315 264,165 281,930 6,885 6,370 6,735 Total annual Exhibitions 399,520 352,210 375,455 8,725 7,930 8,505 Biennial Exhibitions: Directly organised - Transpotec & Logitec** - 56,765 - - 245 - Total biennial exhibitions directly organised - 56,765 - - 245 - Hosted - Biomass innovation Expo * 3,515 - - 65 - - - Mostra Convegno Expocomfort 114,200 - 118,395 1,580 - 1,540 - Made Expo - 52,515 - - 800 - - Farmacistapiù - 545 - - 30 - Total biennial exhibitions hosted 117,715 53,060 118,395 1,645 830 1,540 Total biennial Exhibitions 117,715 109,825 118,395 1,645 1,075 1,540 TOTAL EXHIBITIONS 517,235 462,035 493,850 10,370 9,005 10,045 - Congresses with related exhibition space 11,955 5,240 3,640 720 380 225 TOTAL 529,190 467,275 497,490 11,090 9,385 10,270 Net sq. metres of exhibition space Italian exhibition portfolio Number of exhibitors

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

* The exhibition was held for the first time at Fiera Milano exhibition sites.

** The exhibition was held at Veronafiere exhibition site.

a) The exhibition since 2017 is organised by the Fiera Milano Group.

b) The exhibition will take place/was held in subsequent quarters.

c) The exhibition since 2017 is included in The ONE Milano.

d) The exhibition did not take place.

During the first quarter 2018, four exhibitions were held in exhibition sites abroad and the net exhibition space occupied totalled 95,380 square metres (in the first quarter 2017, this figure was 82,435 square metres). The number of exhibitors was 1,865 (1,795 in first quarter 2017).

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

Foreign Exhibition portfolio
Net sq. metres of exhibition space Number of exhibitors
Quarter to
31/03/18
Quarter to
Quarter to
Quarter to
31/03/17
31/03/16
31/03/18
Quarter to
31/03/17
Quarter to
31/03/16
Annual Exhibitions:
Directly organised in China
- Chinafloor Domotex Shanghai 80,530 69,345 65,375 1,420 1,330 1,305
- GITF International Tour Guangzhou 9,240 7,045 7,875 210 240 195
Total annual exhibitions directly organised in China 89,770 76,390 73,250 1,630 1,570 1,500
Directly organised in India
- Food Hospitality World Mumbai 2,460 2,970 2,840 140 165 180
Total annual exhibitions directly organised in India 2,460 2,970 2,840 140 165 180
Directly organised in South Africa
- Cape Town Art Fair 3,150 3,075 2,030 95 60 50
Total annual exhibitions directly organised in South Africa 3,150 3,075 2,030 95 60 50
TOTAL EXHIBITIONS 95,380 82,435 78,120 1,865 1,795 1,730

Group personnel

At 31 March 2018, Group employees totalled 686 and the breakdown compared to 31 March 2017 and 31 December 2017 was as follows:

31/12/17 Permanent employees at end of period
(units)
31/03/18 31/03/17
Total Italy Foreign
countries
Total Italy Foreign
countries
Total Italy Foreign
countries
Fully consolidated companies:
29 27 2 Executives 28 26 2 30 27 3
602 559 43 Managers and White collar workers (including Journalists) 594 563 31 638 548 90
631 586 45 Total 622 589 33 668 575 93
Equity-accounted companies (a):
2 - 2 Executives 2 -
2
2 - 2
60 7 53 White collar workers 62 8 54 57 7 50
62 7 55 Total 64 8 56 59 7 52
693 593 100 TOTAL 686 597 89 727 582 145
(a) the indicated data corresponds to the pro-quota of total employees

There was a net decrease of seven permanent employees compared to the figure at 31 December 2017, mainly due to the restructuring of the Brazilian and South African companies.

Significant events after the end of the reporting period

On 20 April 2018, Borsa Italiana SpA, with deliberation no. 8450, readmitted the ordinary shares of Fiera Milano SpA to the STAR segment (Equity Segment with High Performance Requirements - Segmento Titoli ad Alti Requisiti) to be traded in this segment of the Italian stock market (Mercato Telematico Azionario - MTA). Trading of the shares in the STAR segment recommenced on 30 April 2018.

On 23 April 2018, the Parent Company Ordinary Meeting of Shareholders was held. It approved the Financial Statements at 31 December 2017 and also approved covering the losses for the period of Euro 863,987.03 by using the share premium reserve. It also appointed the Board of Statutory Auditors for the 2018-2020 financial years and decided its remuneration, as well as approving Section One of the Report on Remuneration as required under Article 123-ter of Legislative Decree 58/98. The same Shareholders' Meeting also approved the Performance Share Plan 2018-2019 pursuant to Article 114-bis of Legislative Decree 58/98 and authorised the Board of Directors to buyback and dispose of treasury shares.

Business outlook

The positive business trend has also been confirmed by the exhibitions held after the end of the first quarter. In particular, the Salone del Mobile had a new record edition.

Following the good performance of the exhibitions in the first quarter, 2018 EBITDA is expected to be in the upper part of the previously stated range of Euro 15-17 million; this is higher than the figure for the previous financial year and will be achieved also through the cost restructuring and despite the less favourable exhibition calendar in Italy in the absence of some important directly organised biennial exhibitions.

Accounting criteria

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 2018 are the same as those used for the Consolidated Financial Statements for the full-year 2017, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2018, to which reference should be made.

The application of IFRS 15 - Revenue from Contracts with Customers, effective from 1 January 2018, resulted in disclosure changes to certain items of revenue for catering and insurance service contracts, which are now shown net of directly related costs. The comparative data for the first quarter of 2017 was restated for the retrospective application of IFRS 15 giving a figure that was Euro 3.329 million lower than the original figure. However, there was no impact on EBITDA or on the result for the period. It also had no effect on the opening figure for equity at 1 January 2018 as only items within the Income Statement needed to be restated.

The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 31 March 2018 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 at 31 March 2018 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 2018 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 2018 is given in Attachment 1.

The Consolidated Interim Management Report at 31 March 2018 has not been subject to legal audit.

Full year
to 31/12/17
restated
Consolidated Income Statement
(Amounts in €'000)
1st Quarter
to 31/03/18
1st Quarter
to 31/03/17
restated
% % %
256,348
100
Revenues from sales and services 77,254 100 62,067 100
3,228
1.3
Cost of materials 761 1.0 895 1.4
133,300
52.0
Cost of services 32,774 42.4 27,937 45.0
49,868
19.5
Costs for use of third party assets 12,449 16.1 13,270 21.4
48,860
19.1
Personnel expenses 12,814 16.6 11,820 19.0
5,398
2.1
Other operating expenses 1,106 1.4 1,286 2.1
240,654
93.9
Total operating costs 59,904 77.5 55,208 88.9
2,604
1.0
Other income 871 1.1 450 0.7
2,603
1.0
Results of equity-accounted companies 1,593 2.1 1,510 2.4
5,841
2.3
Allowance for doubtful accounts and other provisions 110 0.1 726 1.2
15,060
5.9
EBITDA 19,704 25.5 8,093 13.0
6,834
2.7
Depreciation and amortisation 1,493 1.9 1,707 2.8
2,854
1.1
Adjustments to asset values 1 - 11 0.0
5,372
2.1
EBIT 18,210 23.6 6,375 10.3
(774)
(0.3)
Financial income/(expenses) (134) (0.2) (207) (0.3)
4,598
1.8
Profit/(loss) before income tax from continuing operations 18,076 23.4 6,168 9.9
-
-
Profit/(loss) before income tax from discontinued operations - - - -
4,598
1.8
Profit/(loss) before income tax 18,076 23.4 6,168 9.9
4,334
1.7
- attributable to the shareholders of the controlling entity 18,188 23.5 6,246 10.1
264
0.1
- attributable to non-controlling interests (112) (0.1) (78) (0.1)
20,127
7.9
Cash flow before income tax for the Group and non-controlling
interests
19,680 25.5 8,612 13.9

Starting with the Consolidated Financial Statements at 31 December 2017, operating profitability will be calculated as EBITDA therefore the figures in the Consolidated Financial Statements at 31 march 2018, that shows a figure for gross operating profit, have been restated to reflect this change. The figures for 2017 reflect the application of the new standard IFRS 15 from 1 January 2018.

Reclassified Consolidated Statement of Financial Position
(Amounts in €'000) 31/03/18 31/12/17 Change
Goodwill 94,216 94,216 -
Intangible assets with a finite useful life 11,907 12,493 (586)
Tangible fixed assets 13,229 13,765 (536)
Other non-current assets 32,546 31,063 1,483
A Non-current assets 151,898 151,537 361
Inventories and contracts in progress 3,965 3,485 480
Trade and other receivables 68,113 46,277 21,836
Other current assets - - -
B Current assets 72,078 49,762 22,316
Trade payables 47,616 48,437 (821)
Advances 62,948 43,057 19,891
Tax liabilities 1,276 2,010 (734)
Provisions for risks and charges and other current liabilities 38,146 30,527 7,619
C Current liabilities 149,986 124,031 25,955
D Net working capital (B - C) (77,908) (74,269) (3,639)
E Gross capital employed (A + D) 73,990 77,268 (3,278)
Employee benefit provisions 9,394 9,379 15
Provisions for risks and charges and other non-current liabilities 4,058 4,059 (1)
F Non-current liabilities 13,452 13,438 14
G NET CAPITAL EMPLOYED continuing operations (E - F) 60,538 63,830 (3,292)
H NET CAPITAL EMPLOYED assets held for sale - -
TOTAL NET CAPITAL EMPLOYED (G + H) 60,538 63,830 (3,292)
covered by:
Equity attributable to the Group 80,680 (*) 62,471 18,209
Non-controlling interests 451 (*) 564 (113)
I Total equity 81,131 63,035 18,096
Cash & cash equivalents (34,831) (17,922) (16,909)
Current financial (assets)/liabilities 11,690 15,172 (3,482)
Non-current financial (assets)/liabilities 2,548 3,545 (997)
Net financial position continuing operations (20,593) 795 (21,388)
Net financial position assets held for sale - - -
L Net financial position (TOTAL) (20,593) 795 (21,388)
EQUITY AND NET FINANCIAL POSITION (I + L) 60,538 63,830 (3,292)
(*) includes pre-tax result for the period

Comments on the capital and financial position

Non-current assets totalled Euro 151.898 million at 31 March 2018, compared to Euro 151.537 million at 31 December 2017. The Euro 0.361 million increase was due to the net effect of investments of Euro 0.478 million, depreciation and amortisation of Euro 1.493 million, exchange rate losses of Euro 0.062 million, an increase in equity accounted investments of Euro 1.593 million and other negative movements of Euro 0.155 million.

Negative net working capital moved from Euro 74.269 million at 31 December 2017 to Euro 77.908 million at 31 March 2018.

The Euro 3.639 million change in this figure was due to the following:

  • (a) a Euro 22.316 million increase in current assets that primarily reflected an increase in trade and other receivables of Euro 21.836 million. This was mainly due to prepaid expenses in the Parent Company for the payment of the second quarter rental charge for the two exhibition sites made in January and to the trend in invoicing and cash-in for exhibitions held in the quarter under review;
  • (b) a Euro 25.955 million increase in current liabilities from the net effect of:
  • an increase in advance payments of Euro 19.891 million, which was the net of increases for advance payments from clients for exhibitions to be held in future quarters (in particular, the Salone del Mobile, Eurocucina, Plast, Xylexpo and Ipack-Ima) and a decrease in payments for exhibitions held in the first quarter 2018 (in particular, the January edition of Homi);
  • a Euro 7.619 million increase in provisions for risks and charges and other current liabilities due primarily to higher payables to exhibition organisers and Group VAT payables.

At 31 March 2018, non-current liabilities totalled Euro 13.452 million compared to Euro 13.438 million at 31 December 2017.

Group equity at 31 March 2018 was Euro 80.680 million compared to Euro 62.471 million at 31 December 2017, an increase of Euro 18.209 million due to the following:

  • Euro 18.188 million for the profit before taxes of the period;
  • Euro 0.021 million of exchange rate gains.

Equity attributable to non-controlling interests was Euro 0.451 million at 31 March 2018 compared to Euro 0.564 million at 31 December 2017. The Euro 0.113 million decrease reflects:

  • a Euro 0.112 million decrease in the profit before taxes for the period;
  • Euro 0.001 million of other negative variations.

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

Declaration of the Manager responsible for preparing the Company's financial statements

The Manager responsible for preparing the Company's financial statements, Sebastiano Carbone, 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 2018 Attachment 1
Shareholding % Directly
held by
Indirectly
held through
Shareholding of Group companies
Company name and registered office Main activity Share capital
(000) (*)
Group
total
Fiera
Milano
other Group
companies
%
A) List of companies included in the area of consolidation
Parent Company
Fiera Milano SpA
Milan, p.le Carlo Magno 1 Organisation and hosting
of exhibitions in Italy
42,445
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
Mico DMC S.r.l.
Milan, p.le Carlo Magno 1 Management of
congresses
10 51 51 51 Fiera Milano Congressi SpA
La Fabbrica del Libro SpA
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
Ipack-Ima SpA
Rho, S.S. del Sempione km 28 Organisation of exhibitions
in Italy
200 100 100 100
Fiera Milano SpA
Eurofairs International Consultoria e Participações Ltda
São Paulo Brasil, Organisation of exhibitions 99.99 Fiera Milano SpA
na Avenida Angélica, 2350, 12° andar, Sala B, Consolação outside of Italy R \$ 62,145 100 99.99 0.01 0.01 Nolostand SpA
CIPA Fiera Milano Publicações e Eventos Ltda Eurofairs International
São Paulo Brasil, Organisation of exhibitions 99.96
Consultoria e Participações Ltda
na Avenida Angélica, 2491, 20° andar, conjuntos 203 e 204 outside of Italy R \$ 18,179 100 0.04 99.96 0.04 Fiera Milano 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
B) 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
Shanghai China, Pudong Office Tower outside of Italy USD 500 49 100 100
Germany GmbH
Hannover Milano Fairs China Ltd Organisation of exhibitions Hannover Milano Global
Hong Kong China, Golden Gate Building outside of Italy HKD 10 49 100 100
Germany GmbH
Hannover Milano Fairs India Pvt Ltd Organisation of exhibitions Hannover Milano Global
East Mumbai, Andheri outside of Italy INR 274,640 48.99 99.99 99.99
Germany GmbH
Global Fairs & Media Private Ltd Organisation of exhibitions Hannover Milano Fairs India
New Delhi, Bahadur Shah Zafar Marg 9-10 outside of Italy INR 207,523 24.5 50 50
Pvt Ltd
Ipack Ima Srl Organisation of exhibitions
Rho, S.S. del Sempione km 28 in Italy 20 49 49 49
Ipack-Ima SpA
C) List of companies accounted at cost
Shareholding % Shareholding of Group companies
Directly
held by
Indirectly
held through
Company name and registered office Share capital
(000) (*)
Group
total
Fiera
Milano
other Group
companies
%
Esperia SpA
Rose (Cosenza) Other activities 1,403 2 2 2 Fiera Milano Media SpA
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

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