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Fiera Milano

Management Reports Nov 13, 2017

4073_ir_2017-11-13_1e0fe291-b993-4ace-b01f-7378257dfb08.pdf

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Consolidated Interim Management Report at 30 September 2017 (3rd Quarter 2017)

This document is available in the Investor Relations section of the Company website, www.fieramilano.it,

This document contains a faithful translation in English of the original report in Italian "Resoconto intermedio di gestione consolidato al 30 settembre 2017".

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 2017" shall prevail upon the English version.

Fiera Milano SpA Registered office: Piazzale Carlo Magno, 1 - 20149 Milan Operational and administrative office: SS 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), 13 November 2017

Contents

CORPORATE BODIES AND INDEPENDENT AUDITOR page 3
BUSINESS MODEL page 4
GROUP STRUCTURE page 5
REPORT ON OPERATIONS IN THE THIRD QUARTER 2017

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
18
19
20
DECLARATION OF THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S
FINANCIAL STATEMENTS
page 21
ATTACHMENT 1
List of companies included in the consolidation area and other investments at 30
September 2017
page 22

__________________________________________________________________________________

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.

Antonio Guastoni Statutory Auditor LAW 262/2005 Carmine Pallino Statutory Auditor Sebastiano Carbone Francesca Maria D'Alessandro Substitute Auditor Alessandro Carlo Galli Substitute Auditor

BOARD OF STATUTORY AUDITORS MANAGER RESPONSIBLE FOR PREPARING Federica Palmira Nolli Chairperson THE COMPANY'S FINANCIAL STATEMENTS

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 Director General 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 29 April 2015 and its mandate expires with the Shareholders' Meeting to approve the Financial Statements at 31 December 2017.

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

Report on operations in the third quarter 2017

Summary of results and significant events during the quarter

The following table gives the main figures of the Group for the third quarter and first nine months of 2017 with comparable data for the same quarter of the previous year, as well as figures for the full year 2016.

Full year
at 31/12/16
Fiera Milano Group
Summary of key figures
3rd Quarter
at 30/09/17
3rd Quarter
at 30/09/16
9 months
at 30/09/17
9 months
at 30/09/16
(Amounts in € '000) restated restated
221,041 Revenues from sales and services 45,075 40,342 186,945 178,929
3,652 Gross operating result (a) (10,805) (6,562) 2,696 14,559
(22,994) Net operating result (EBIT) (12,893) (9,078) (4,475) 5,109
(23,979) Profit/(loss) before income tax from continuing operations (13,015) (9,385) (5,320) 4,693
(4,151) Profit/(loss) before income tax from discontinued operations - 192 - (229)
(28,130) Profit/(loss) before income tax: (13,015) (9,193) (5,320) 4,464
(28,051) - Attributable to the shareholders of the controlling entity (13,365) (9,215) (5,449) 4,625
(79) - Attributable to non-controlling interests 350 22 129 (161)
(1,484) Cash flow before income tax for the Group and non-controlling interests (b) (10,927) (6,677) 1,851 13,914
99,995 Net capital employed (c) 78,796 132,338 78,796 132,338
covered by:
61,006 Equity attributable to the Group 55,938 * 87,681 * 55,938 * 87,681 *
673 Non-controlling interests 515 * 395 * 515 * 395 *
38,316 Net financial debt/(cash) from continuing operations and assets held for sale 22,343 44,262 22,343 44,262
7,387 Investments (continuing operations and assets held for sale) 765 2,612 3,837 6,067
725 Employees (no. of permanent employees at the end of period) 690 722 690 722
* includes pre-tax result for the period
(a) Gross operating profit is the operating result before depreciation and amortisation, adjustments to asset values and other provisions.
(b) Cash flow is the sum of the result for the period, 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.
Some figures in the consolidated financial statements at 30 September 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.

In the third quarter, which is traditionally characterised by low levels of activity due to the summer break in July and August, the revenues were higher than in the corresponding period of 2016 mainly due to the ERS (European Respiratory Society) international congress held in the MiCo Congress Centre and all other services linked to this congress; this increase was, in part, offset by the postponement of the exhibition LineaPelle until the next quarter.

Unlike the revenue figure, that for the gross operating profit was lower than in the same quarter of 2016. This mainly reflected the postponement of LineaPelle until the following quarter and the lower margins generated by the stand-fitting segment.

Administration Order

On 28 September 2017, the Milan Court – Prevention Court Independent Section rescinded the Administration Order. This followed the lifting of the Administration Order on the subsidiary Nolostand SpA on 20 June 2017.

In collaboration with the Court-appointed Administrator, the Company has implemented a series of initiatives to optimise, rectify and introduce new rules aimed at safer business management founded on new working models and methodologies. Significant focus was given to the procedures and controls of the Model under Legislative Decree 231/01, the new Supervisory Body, new Group procedures and those governing contracts with and management of suppliers.

The administration order had been imposed on the stand-fitting segment of the Company by a decree issued on 11 October 2016 with further stipulations made on 27 January 2017.

The business of the Group is seasonal due to exhibitions that have a biennial and multiannual frequency. Moreover, the absence of exhibitions in Italy in July and August has a strong impact on the results of the third quarter. Given this seasonality, the revenues and results of a single quarter cannot be extrapolated to calculate those for the full year and figures may vary significantly from quarter to quarter.

The figures for the third quarter 2017 and for the nine-month period to 30 September 2017 showed the following main trends:

  • Revenues from sales and services totalled Euro 45.075 million, an increase of 12% compared to the same quarter of 2016 (Euro 40.342 million). The higher revenues mainly reflected the ERS international congress, the largest convention worldwide on the epidemiology, diagnoses and treatment of the most common respiratory illnesses and of connected services. However, this was, in part, offset by the lack of revenues caused by the postponement to the next quarter of the hosted exhibition LineaPelle.

Revenues from sales and services in the first nine months of 2017 were Euro 186.945 million, an increase of 4% compared to the same period of 2016 (Euro 178.929 million). The increase in revenues reflected the presence of the ERS international congress and the new exhibitions Lamiera, Tempo di Libri Milano, Versilia Yachting Rendez-Vous and MAM-Mostra A Milano Arte e Antiquariato. The more favourable exhibition calendar also contributed positively to revenues; in the period under review, it included the directly organised exhibition Tuttofood and the hosted event Made Expo. This positive impact was, in part, offset by the absence of the important biennial event Mostra Convegno Expocomfort.

There were also lower revenues from the stand-fitting segment caused by lower business volumes generated outside the exhibition sites and to the absence of the revenues for dismantling the structures of Expo 2015 that were present in the preceding financial year.

The main changes in exhibition space occupied in the quarter under review were as follows:

  • Annual exhibitions organised by the Group in Italy (-2,825 square metres): the decrease reflected lower exhibition space occupied at HOMI II semester;
  • Annual exhibitions organised by third parties in Italy (-41,920 square metres): the decline was primarily due to the absence of LineaPelle II semester that was postponed until the next quarter (-46,875 square metres);
  • Congresses with related exhibition space: there was an increase of 5,900 square metres in space occupied;
  • Annual exhibitions organised by the Group abroad (+1,635 square metres): the increase was mainly due to Food Hospitality World Bangalore (+2,075 square metres);
  • Biennial exhibitions organised by the Group abroad (-11,345 square metres): the decrease reflects the absence of the biennial exhibitions, Fesqua and Feitintas, organised in Brazil.

The table on the following page gives a summary of the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and congresses with related exhibition space.

Fiera Milano Group
Summary operating figures
3rd Quarter at 30/09/17 3rd Quarter at 30/09/16 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: 8 4 13 8 (5) (4)
Italy 5 1 6 1 (1) -
. annual 5 1 6 1 (1) -
. biennial - - - - - -
. multi-annual - - - - - -
Foreign countries 3 3 7 7 (4) (4)
. annual 3 3 5 5 (2) (2)
. biennial - - 2 2 (2) (2)
. multi-annual - - - - - -
Number of congresses with related
exhibition space - Italy
6 - 6 - - -
Net sq.metres of exhibition space: 258,775 138,410 307,330 150,945 (48,555) (12,535)
Italy 175,850 55,485 214,695 58,310 (38,845) (2,825)
. annual (a) 175,850 55,485 214,695 58,310 (38,845) (2,825)
. biennial - - - - - -
. multi-annual - - - - - -
(a) of which congresses with related exhibition space 14,735 - 8,835 - 5,900 -
Foreign countries 82,925 82,925 92,635 92,635 (9,710) (9,710)
. annual 82,925 82,925 81,290 81,290 1,635 1,635
. biennial - - 11,345 11,345 (11,345) (11,345)
. multi-annual - - - - - -
Number of exhibitors: 4,360 1,535 5,810 1,770 (1,450) (235)
Italy 3,990 1,165 5,260 1,220 (1,270) (55)
. annual (b) 3,990 1,165 5,260 1,220 (1,270) (55)
. biennial - - - - - -
. multi-annual - - - - - -
(b) of which congresses with related exhibition space 650 - 575 - 75 -
Foreign countries 370 370 550 550 (180) (180)
. annual 370 370 330 330 40 40
. biennial - - 220 220 (220) (220)
. multi-annual - - - - - -
  • The Gross operating loss in the third quarter 2017 was Euro 10.805 million; it was Euro 4.243 million lower than the figure for the same quarter of the previous financial year and in direct contrast to the improvement in revenues in the quarter. The decrease was mainly due to the postponement of the hosted exhibition LineaPelle and the lower margins generate by the standfitting segment.

The gross operating profit for the first nine months of 2017 was Euro 2.696 million, Euro 11.863 million lower than in the same period of the preceding financial year. The decline in this figure reflected the trends in performance in the quarter and also higher fees to revise the corporate processes and the Model under Legislative Decree 231/2001 (Euro 3.300 million), the launch costs sustained for new exhibitions, the lower standing-fitting volumes, as well as costs for re-positioning the exhibition Bit.

  • The Net operating loss was Euro 12.893 million in third quarter 2017, compared to a loss of Euro 9.078 million in third quarter 2016. The increase in the net operating loss of Euro 3.815 million was mainly due to the higher gross operating loss, which was, in part, compensated by lower depreciation and amortisation.

In the first nine months of 2017, the net operating loss was Euro 4.475 million (net operating profit of Euro 5.109 million at 30 September 2016). The deterioration reflects the trend in the gross operating loss which was, in part, compensated by the absence of the impairment charges of Euro 1.899 million included in the same period of 2016 following impairment tests on trademarks and publishing titles.

  • The net loss from continuing operations was Euro 13.015 million compared to a net loss of Euro 9.385 million in the same quarter of 2016.
  • The net result for the period of discontinued operations was zero compared to Euro 0.192 million in the third quarter of 2016. The third quarter 2016 included the results of the Chinese subsidiaries Worldex and Haikou Worldex that were divested in April 2017.
  • The Loss before tax was Euro 13.015 million compared to a loss before tax of Euro 9.193 million in third quarter 2016. The loss before tax attributable to the controlling shareholder was Euro 13.365 million (a loss of Euro 9.215 million in the third quarter 2016) and the profit before tax attributable to non-controlling interests was Euro 0.350 million (Euro 0.022 million in the third quarter 2016).
  • Cash flow in the quarter (calculated as the pre-tax result plus depreciation, amortisation provisions and impairment) was negative for Euro 10.927 million compared to a negative figure of Euro 6.677 million in the same quarter of the previous financial year.

Net financial position

The Group net financial position and its breakdown are shown in the following table.
-- -- --------------------------------------------------------------------------------------
Group Net Financial Position
31/12/16 (Amounts in € '000) 30/09/17 30/06/17 Change
20,904 A. Cash (including bank balances) 20,294 28,062 (7,768)
- B. Other cash equivalents - - -
- C. Securities held for trading - - -
20,904 D. Cash and cash equivalents (A+B+C) 20,294 28,062 (7,768)
2,622 E. Current financial assets 4,613 4,632 (19)
18,019 F. Current bank borrowings 22,598 6,465 16,133
27,523 G. Current portion of non-current debt 19,756 24,505 (4,749)
3,364 H. Other current financial liabilities 3,476 3,547 (71)
48,906 I. Current financial debt (F+G+H) 45,830 34,517 11,313
25,380 J. Current net financial debt (cash) (I-E-D) 20,923 1,823 19,100
14,108 K. Non-current bank borrowings 1,377 2,248 (871)
- L. Debt securities in issue - - -
42 M. Other non-current liabilities 43 43 -
14,150 N. Non-current financial debt (K+L+M) 1,420 2,291 (871)
39,530 Net financial debt/(cash) from continuing operations (J+N) 22,343 4,114 18,229
(1,214) Net financial debt/(cash) from assets held for sale - - -
38,316 O. Net financial debt/(cash) 22,343 4,114 18,229

Net debt at 30 September 2017 was Euro 22.343 million compared to Euro 4.114 million at 30 June 2017.

The increase in net debt of Euro 18.229 million was due to a decline in cash flow from net working capital caused by the absence of activity in the months of July and August and to the advance payment of the six-monthly rental charge to Fondazione Fiera Milano. This was, in part, offset by the cash-in for exhibitions held in the quarter under review or due to be held in subsequent months.

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
(Amounts in € '000) 3rd Quarter at 30/09/17 3rd Quarter at 30/09/16 9 months at 30/09/17 9 months at 30/09/16
restated restated
Revenues from sales and services
- By operating segment: % % % %
. Italian Exhibitions 25,961 48.8 31,733 65.1 148,209 67.5 146,076 68.6
. Foreign Exhibitions 465 0.9 1,570 3.2 4,085 1.9 3,623 1.7
. Stand-fitting Services 6,566 12.3 7,687 15.7 25,197 11.5 33,970 16.0
. Media 2,139 4.0 2,384 4.9 7,474 3.4 8,292 3.9
. Congresses 18,082 34.0 5,464 11.2 34,315 15.6 20,859 9.8
Total revenues gross of adjustments for inter-segment transactions 53,213 100.0 48,838 100.0 219,280 100.0 212,820 100.0
. Adjustments for inter-segment transactions (8,138) (8,496) (32,335) (33,891)
Total revenues net of adjustments for inter-segment transactions 45,075 40,342 186,945 178,929
- By geographic area:
. Italy 44,613 99.0 38,773 96.1 182,863 97.8 175,334 98.0
. Foreign countries 462 1.0 1,569 3.9 4,082 2.2 3,595 2.0
Total 45,075 100.0 40,342 100.0 186,945 100.0 178,929 100.0
Gross operating result % % % %
o
- By operating segment: on revenues on revenues on revenues revenues
. Italian Exhibitions (10,738) -41.4 (6,575) -20.7 1,758 1.2 9,048 6.2
. Foreign Exhibitions (365) -78.5 151 9.6 (70) -1.7 243 6.7
. Stand-fitting Services (528) -8.0 670 8.7 (151) -0.6 4,487 13.2
. Media (58) -2.7 (56) -2.3 (164) -2.2 211 2.5
. Congresses 877 4.9 (619) -11.3 1,316 3.8 737 3.5
. Adjustments for inter-segment transactions 7 (133) 7 (167)
Total (10,805) -24.0 (6,562) -16.3 2,696 1.4 14,559 8.1
- By geographic area:
. Italy (10,431) -23.4 (6,678) -17.2 2,805 1.5 14,461 8.2
. Foreign countries (374) -81.0 116 7.4 (109) -2.7 98 2.7
Total (10,805) -24.0 (6,562) -16.3 2,696 1.4 14,559 8.1
Net operating result (EBIT) % % % %
- By operating segment: on revenues on revenues on revenues o
revenues
. Italian Exhibitions (11,585) -44.6 (7,983) -25.2 (1,909) -1.3 4,770 3.3
. Foreign Exhibitions (726) -156.1 (55) -3.5 (758) -18.6 (1,817) -50.2
. Stand-fitting Services (988) -15.0 121 1.6 (1,638) -6.5 3,193 9.4
. Media (145) -6.8 (137) -5.7 (459) -6.1 (787) -9.5
. Congresses 559 3.1 (878) -16.1 330 1.0 (43) -0.2
. Adjustments for inter-segment transactions (8) (146) (41) (207)
Total (12,893) -28.6 (9,078) -22.5 (4,475) -2.4 5,109 2.9
- By geographic area:
. Italy (12,143) -27.2 (8,973) -23.1 (3,632) -2.0 7,112 4.1
. Foreign countries (750) -162.3 (105) -6.7 (843) -20.7 (2,003) -55.7
Total (12,893) -28.6 (9,078) -22.5 (4,475) -2.4 5,109 2.9
Employees
(no. of permanent employees at the end of the period)
- By operating segment: % % % %
. Italian Exhibitions 424 61.5 421 58.3 424 61.5 421 58.3
. Foreign Exhibitions 101 14.6 140 19.4 101 14.6 140 19.4
. Stand-fitting Services 56 8.1 55 7.6 56 8.1 55 7.6
. Media 59 8.6 68 9.4 59 8.6 68 9.4
. Congresses 50 7.2 38 5.3 50 7.2 38 5.3
Total 690 100.0 722 100.0 690 100.0 722 100.0
- By geographic area:
. Italy
. Foreign countries
589
101
85.4
14.6
582
140
80.6
19.4
589
101
85.4
14.6
582
140
80.6
19.4
Total 690 100.0 722 100.0 690 100.0 722 100.0
Some figures in the consolidated financial statements at 30 September 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.

Revenues from sales and services before elimination of transactions among the five business segments of the Group were Euro 53.213 million, an increase of Euro 4.375 million compared to the figure for the third quarter 2016.

• Revenues from Italian Exhibitions totalled Euro 25.961 million in the third quarter 2017, a decrease of approximately 18% compared to the figure for the same period of the previous financial year (Euro 31.733 million). The decrease in the quarter under review mainly reflected the postponement to the next quarter of the hosted exhibition LineaPelle. Revenues from sales and services in the first nine months of 2017 totalled Euro 148.209 million, an increase of 1% compared to the first nine months of 2016 (Euro 146.076 million). The increase was mainly due to the new events (Lamiera, Tempo di Libri Milano, Versilia Yachting Rendez-Vous and MAM-Mostra A Milano Arte e Antiquariato) and the positive performance of Promotion Trade Exhibition, which in 2016 had been a hosted exhibition. The more favourable exhibition calendar, which included the directly organised biennial exhibition Tuttofood and the hosted exhibition Made Expo, also had a positive impact on the figures of the period under review. However, this was offset by the absence of the important biennial exhibition, Mostra Convegno Expocomfort, which is held in even-numbered years.

  • Revenues from Foreign Exhibitions totalled Euro 0.465 million in the quarter under review, a decrease of approximately 70% compared to the figure for the same quarter of the preceding financial year (Euro 1.570 million). This was mainly due to the less favourable exhibition calendar in Brazil with the absence of the biennial exhibitions held in even-numbered years, Fesqua and Feitintas. There was a year-on-year increase in the figure for the first nine months due to the strong performance of the Brazilian exhibition Exposec and the presence of the biennial event Reatech held in the period under review.
  • Revenues from Stand-fitting Services were Euro 6.566 million, approximately 15% lower than the figure for the same period of 2016 (Euro 7.687 million). The decrease reflected the postponement to the next quarter of the hosted exhibition LineaPelle, a decrease in revenues from Milano Unica and the cancellation of Prima MU. The year-on-year decrease in revenues for the first nine months of 2017 was due to the absence of Mostra Convegno Expocomfort, a biennial exhibition held in even-numbered years, and a decrease in revenues from Salone del Mobile caused by a fall in demand for customised stand-fittings. The presence of the biennial exhibitions Tuttofood and Made Expo, which are held in uneven-numbered years, and the new events Lamiera, Tempo di Libri Milano and Versilia Yachting Rendez-Vous compensated in part for the decrease. The revenues of this segment were also affected by the decrease in business from outside the exhibition sites which, in 2016, including revenues linked to the dismantling of Expo 2015 and the presence of the exhibition White Donna/Uomo.
  • Revenues in the Media segment totalled Euro 2.139 million in the quarter, a decrease of 10% compared to the figure in the third quarter 2016 (Euro 2.384 million). The year-on-year decrease in the figure for the quarter was due to lower sponsorship revenues and lower print and billboard advertising. The absence of Mostra Convegno Expocomfort also had a negative impact on the revenues for the first nine months of 2017.
  • Revenues from Congresses totalled Euro 18.082 million in the quarter compared to Euro 5.464 million in the same quarter of 2016. The year-on-year increase in the quarter and for the first nine months of 2017 was primarily due to the more favourable trend in international congresses, which included ERS, the largest convention worldwide on the epidemiology, diagnoses and treatment of main respiratory illnesses, and also to the presence in the semester of the Tissue World and Check Point Experience conventions.

The Group Gross operating loss in the third quarter 2017 was Euro 10.805 million and was higher than the figure for the third quarter 2016 (a loss of Euro 6.562 million). The breakdown was as follows:

  • Italian Exhibitions had a gross operating loss of Euro 10.738 million in third quarter 2017 compared to a loss of Euro 6.575 million in the same quarter of 2016. The deterioration reflects the aforementioned trend in revenues. The year-on-year deterioration in the figure for the first nine months of 2017 was not only due to the factors that impacted the quarter but also reflected the higher costs for improving the corporate procedures and the Model under Legislative Decree 231/2001, launch costs for new events and the costs to the re-position the exhibition Bit. These negative effects were, in part, compensated by lower personnel costs in the jointly-owned company Ipack Ima Srl.
  • Foreign exhibitions generated a gross operating loss of Euro 0.365 million compared to a gross operating profit of Euro 0.151 million in the same period of 2016. The loss in the quarter reflects the aforementioned trend in the revenues of this segment. The figure for the first nine months of the year was positively impacted by an increase in revenues; however, this was more than totally offset by higher personnel costs in the Brazilian company Cipa.
  • Stand-fitting services had a gross operating loss of Euro 0.528 million compared to a gross

operating profit of Euro 0.670 million in the same quarter of 2016. The performance in the quarter reflected the trend in revenues and the costs sustained to improve the corporate procedures and the Model under Legislative Decree 231/2001. The year-on-year deterioration in the figure for the first nine months of the year reflected the trend in revenues in the period.

  • Media had a gross operating loss of Euro 0.058 million, in line with the figure for the third quarter 2016. The change in the figure for the first nine months of the year reflects the trend in revenues compensated, in part, by a decrease in personnel and rental costs.
  • Congresses had a gross operating profit of Euro 0.877 million that compared with a gross operating loss of Euro 0.619 million in the same quarter of 2016. The year-on-year increase in the quarter was due to the aforementioned trend in revenues but was reduced by higher personnel costs for new resources to manage the audio-visual equipment in Fiera Milano Congressi SpA. Moreover, the same period of the 2016 had benefited from the settlement of insurance claims for the damage to the MiCo Nord congress centre.

The Net operating loss of the five operating segments totalled Euro 12.893 million in the third quarter 2017 compared to a net operating loss of Euro 9.078 million for the same quarter of 2016 and reflected the trends in the gross operating results of each individual segment. The figure for the first nine months of 2017, compared to that for 2016, also reflected the performance of the individual segments but benefited from the absence of impairment charges.

The breakdown by geographic area in the third quarter showed revenues from foreign activities of Euro 0.462 million, a decrease of Euro 1.107 million compared to the same period of the previous financial year. The decrease was mainly attributable to the less favourable exhibition calendar in Brazil with the absence of Fesqua, a biennial exhibition held in even-numbered years. The gross operating loss was Euro 0.374 million, Euro 0.490 million lower than in the same period of the previous financial year, and reflected the trend in revenues.

The net operating loss of foreign activities was Euro 0.750 million compared to a net operating loss of Euro 0.105 million in the same period of 2016.

During the quarter under review, five exhibitions and six congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 175,850 square metres compared to 214,695 square metres in the same period of the previous financial year and the number of exhibitors fell from 5,260 in the third quarter 2016 to 3,990 in the third quarter 2017.

Exhibitions directly organised by the Group in Italy and abroad occupied total net exhibition space of 138,410 square metres, which equated to 53% 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
30/09/17
Quarter to
30/09/16
Quarter to
30/09/15
Quarter to
30/09/17
Quarter to
30/09/16
Quarter to
30/09/15
Directly organised
- HOMI II Semester 55,485 58,310 63,845 1,165 1,220 1,265
- Milano Pret-à-Porter (Autumn) a) a) 2,580 a) a) 120
Total annual exhibitions directly organised 55,485 58,310 66,425 1,165 1,220 1,385
Hosted
- Milano Unica (Autumn) 31,890 25,540 19,200 460 485 410
- Mipel (September) 8,575 8,065 8,390 280 235 235
- The Micam (Autumn) 63,345 63,360 64,350 1,355 1,385 1,380
- The One Milano (September)* 1,820 - - 80 - -
- LineaPelle II Semester b) 46,875 43,445 b) 1,240 1,170
- Prima MU a) 3,710 2,385 a) 120 55
- Super (Autumn) a) a) 1,360 a) a) 155
Total annual exhibitions hosted 105,630 147,550 139,130 2,175 3,465 3,405
Total annual Exhibitions 161,115 205,860 205,555 3,340 4,685 4,790
Biennial Exhibitions:
Hosted
- Chem Med a) - 1,130 a) - 50
Total biennial exhibitions hosted - - 1,130 - - 50
Total biennial Exhibitions - - 1,130 - - 50
TOTAL EXHIBITIONS 161,115 205,860 206,685 3,340 4,685 4,840
- Congresses with related exhibition space 14,735 8,835 5,295 650 575 415
TOTAL 175,850 214,695 211,980 3,990 5,260 5,255

* The exhibition was held for the first time.

a) The exhibition did not take place.

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

During the third quarter 2017, three exhibitions were held abroad and the net exhibition space occupied totalled 82,925 square metres (in the third quarter 2016, the figure was 92,635 square metres). The number of exhibitors was 370 (550 in third quarter 2016).

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
30/09/17
Quarter to
30/09/16
Quarter to
30/09/15
Quarter to
30/09/17
Quarter to
30/09/16
Quarter to
30/09/15
Annual Exhibitions:
Directly organised in China
- Motor Show Chengdu 77,000 76,600 77,160 90 90 95
- Industrial Automation Shenzen b) b) 7,985 b) b) 400
Total annual exhibitions directly organised in China 77,000 76,600 85,145 90 90 495
Directly organised in India
- Food Hospitality World Bangalore 2,075 - - 120 - -
- Food Hospitality World Goa b) 1,200 b) b) 75 b)
Total annual exhibitions directly organised in India 2,075 1,200 - 120 75 -
Directly organised in South Africa
- Good Food & Wine Show Gauteng 3,850 3,490 3,360 160 165 200
Total annual exhibitions directly organised in South Africa 3,850 3,490 3,360 160 165 200
Directly organised in Brazil
- Enersolar b) b) 1,505 b) b) 50
Total annual exhibitions directly organised in Brazil - - 1,505 - - 50
Total annual exhibitions 82,925 81,290 90,010 370 330 745
Biennial Exhibitions:
Directly organised in Brazil
- Braseg a) - 1,510 a) - 55
- Feitintas - 1,045 - - 25 -
- Fesqua - 10,300 - - 195 -
Total biennial exhibitions directly organised in Brazil - 11,345 1,510 - 220 55
Total biennial exhibitions - 11,345 1,510 - 220 55
TOTAL EXHIBITIONS 82,925 92,635 91,520 370 550 800
a) The exhibition did not take place.
b) The exhibition will take place/was held in subsequent quarters.

Group personnel

At 30 September 2017, Group employees totalled 690 and the breakdown compared to 30 June 2017 was as follows:

Permanent employees at end of period
31/12/16 (units) 30/09/17 30/06/17
Foreign Foreign Foreign
Total Italy countries Fully consolidated companies: Total Italy countries Total Italy countries
31 28 3 Executives 30 28 2 30 28 2
633 548 85 Managers and White collar workers (including Journalists) 597 553 44 592 546 46
664 576 88 Total 627 581 46 622 574 48
Equity-accounted companies (a):
2 - 2 Executives 2 - 2 1 - 1
59 8 51 White collar workers 61 8 53 57 7 50
61 8 53 Total 63 8 55 58 7 51
725 584 141 TOTAL 690 589 101 680 581 99
(a) the indicated data corresponds to the pro-quota of total employees

There was a net increase of ten permanent employees compared to the figure at 30 June 2017. The increase reflected the strengthening of the organisational structure, which is overseen by the Company's corporate governance areas.

Significant events after the end of the reporting period

There were no significant events after the end of the reporting period.

Business outlook

The performance in the first nine months of 2017 was positive and in line with expectations. The biennial exhibition Host, the leading professional hospitality exhibition worldwide, which was held after the end of the quarter under review, reached another record with a 24% increase in trade visitors. This figure reflects the generally improving trend.

Despite some extraordinary costs, mainly fees linked to the restructuring of the corporate procedures, and barring any currently unforeseen events or circumstances, the full-year forecast is for a significant year-on-year improvement in the gross operating profit thanks to a more favourable exhibition calendar in the fourth quarter.

The Company remains focused on identifying an optimum corporate strategy that, together with its restructured and strengthened corporate governance, will ensure value creation for all Company stakeholders.

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 equity 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 Third Quarter 2017 are the same as those used for the Consolidated Financial Statements for the financial year at 31 December 2016, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2017, to which reference should be made.

The Consolidated Financial Statements have been prepared on the basis of the accounting situation at 30 September 2017 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 30 September 2017 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 30 September 2017 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 30 September 2017 is given in Attachment 1.

The present 2017 Third Quarter Consolidated Interim Management Report has not been subject to legal audit.

Financial statements

Full year
to 31/12/16
Consolidated Income Statement
(Amounts in €'000)
3rd Quarter
to 30/09/17
3rd Quarter
to 30/09/16 restated
9 months
to 30/09/17
9 months
to 30/09/16 restated
% % % % %
221,041
100
Revenues from sales and services 45,075 100 40,342 100 186,945 100 178,929 100
2,281
1.0
Cost of materials 581 1.3 612 1.5 2,537 1.4 1,901 1.1
121,423
54.9
Cost of services 32,772 72.7 23,780 58.9 110,234 59.0 91,841 51.3
49,837
22.5
Costs for use of third party assets 12,150 27.0 12,452 30.9 37,444 20.0 37,306 20.8
44,101
20.0
Personnel expenses 10,313 22.9 9,906 24.6 33,818 18.1 32,727 18.3
4,222
1.9
Other operating expenses 1,109 2.5 1,326 3.3 3,794 2.0 3,756 2.1
221,864
100.4
Total operating costs 56,925 126.3 48,076 119.2 187,827 100.5 167,531 93.6
3,216
1.5
Other income 603 1.3 784 1.9 1,859 1.0 2,415 1.3
1,259
0.6
Results of equity-accounted companies 442 1.0 388 1.0 1,719 0.9 746 0.4
3,652
1.7
Gross operating result (10,805) -24.0 (6,562) -16.3 2,696 1.4 14,559 8.1
8,398
3.8
Depreciation and amortisation 1,712 3.8 2,160 5.4 5,134 2.7 6,230 3.5
5,477
2.5
Allowance for doubtful accounts and other provisions 376 0.8 313 0.8 2,026 1.1 1,278 0.7
12,771
5.8
Adjustments to asset values - - 43 0.1 11 0.0 1,942 1.1
(22,994)
-10.4
Net operating result (EBIT) (12,893) -28.6 (9,078) -22.5 (4,475) -2.4 5,109 2.9
(985)
-0.4
Financial income/(expenses) (122) -0.3 (307) -0.8 (845) -0.5 (416) -0.2
(23,979)
-10.8
Profit/(loss) before income tax from continuing operations (13,015) -28.9 (9,385) -23.3 (5,320) -2.8 4,693 2.6
(4,151)
-1.9
Profit/(loss) before income tax from discontinued operations - - 192 0.5 - - (229) -0.1
(28,130)
-12.7
Profit/(loss) before income tax: (13,015) -28.9 (9,193) -22.8 (5,320) -2.8 4,464 2.5
(28,051)
-12.7
- attributable to the shareholders of the controlling entity (13,365) -29.7 (9,215) -22.8 (5,449) -2.9 4,625 2.6
(79)
-0.0
- attributable to non-controlling interests 350 0.8 22 0.1 129 0.1 (161) -0.1
(1,484)
-0.7
Cash flow before income tax for the Group and non-controlling interests (10,927) -24.2 (6,677) -16.6 1,851 1.0 13,914 7.8

Some figures in the consolidated financial statements at 30 September 2016 have been restated to reflect, under IFRS 5, the sale of the Chinese companies, Worldex and Haikou Worldex finalised on 24 April 2017.

31/12/16 Reclassified Consolidated Statement of Financial Position
(Amounts in €'000)
30/09/17 30/06/17 Change
94,216 Goodwill and intangible assets with an indefinite useful life 94,216 94,216 -
17,777 Intangible assets with a finite useful life 15,927 16,403 (476)
14,511 Tangible fixed assets 14,642 15,104 (462)
34,378 Other non-current assets 33,669 30,971 2,698
160,882 A Non-current assets 158,454 156,694 1,760
5,480 Inventories and contracts in progress 4,027 3,267 760
52,227 Trade and other receivables 71,220 71,793 (573)
57,707 B Current assets 75,247 75,060 187
41,114 Trade payables 52,698 54,635 (1,937)
40,239 Advances 64,549 62,500 2,049
1,605 Tax liabilities 803 2,000 (1,197)
21,276 Provisions for risks and charges and other current liabilities 22,619 26,525 (3,906)
104,234 C Current liabilities 140,669 145,660 (4,991)
(46,527) D Net working capital (B - C) (65,422) (70,600) 5,178
114,355 E Gross capital employed (A + D) 93,032 86,094 6,938
9,302 Employee benefit provisions 9,167 9,093 74
7,107 Provisions for risks and charges and other non-current liabilities 5,069 5,488 (419)
16,409 F Non-current liabilities 14,236 14,581 (345)
97,946 G NET CAPITAL EMPLOYED continuing operations (E - F) 78,796 71,513 7,283
2,049 H NET CAPITAL EMPLOYED assets held for sale - - -
99,995 TOTAL NET CAPITAL EMPLOYED (G + H) 78,796 71,513 7,283
covered by:
61,006 Equity attributable to the Group 55,938 * 67,238 (11,300)
673 Non-controlling interests 515 * 161 354
61,679 I Total equity 56,453 67,399 (10,946)
(20,904) Cash & cash equivalents (20,294) (28,062) 7,768
46,284 Current financial (assets)/liabilities 41,217 29,885 11,332
14,150 Non-current financial (assets)/liabilities 1,420 2,291 (871)
39,530 Net financial position from continuing operations 22,343 4,114 18,229
(1,214) Net financial position from assets held for sale - - -
38,316 L Net financial position (TOTAL) 22,343 4,114 18,229
99,995 EQUITY AND NET FINANCIAL POSITION (I + L)
* includes pre-tax result for the period
78,796 71,513 7,283

Comments on the capital and financial position

Non-current assets totalled Euro 158.454 million at 30 September 2017, compared to Euro 156.694 million at 30 June 2017. The Euro 1.760 million increase was due to the net effect of investments of Euro 0.765 million, depreciation and amortisation of Euro 1.712 million, negative exchange losses of Euro 0.070 million, an increase in equity accounted investments of Euro 0.461 million, an increase in deferred tax assets of Euro 2.411 million and a negative figure for other movements totalling Euro 0.095 million.

Net working capital moved from a negative figure of Euro 70.600 million at 30 June 2017 to a negative figure of Euro 65.422 million at 30 September 2017.

The change in this figure of Euro 5.178 million was due to the following:

  • (a) a Euro 0.187 million increase in current assets.
  • (b) a Euro 4.991 million decrease in current liabilities from the net effect of:
  • a reduction in trade payables of Euro 1.937 million that reflected lower business activity in the summer period;
  • an increase in advances of Euro 2.049 million, which was the net of increases for advances from clients for exhibitions to be held in future quarters (in particular, Host, Eicma Moto, Sicurezza and Salone del Mobile) and a decrease in advances for exhibitions held in the third quarter 2017 (in particular for HOMI II semester and the Autumn edition of Micam);
  • a Euro 21.197 million decrease in tax liabilities as the figure shown in the Financial Statements at 30 June 2017 included tax provisions that are not shown in the current financial statements as these are prepared gross of tax;
  • a Euro 3.906 million decrease in provisions for risks and charges and other current liabilities due to higher payables to exhibition organisers.

At 30 September 2017, non-current liabilities totalled Euro 14.236 million compared to Euro 14.581 million at 30 June 2017.

Group equity at 30 September 2017 was Euro 55.938 million compared to Euro 67.238 million at 30 June 2017, a decrease of Euro 11.300 million due to the following:

  • a Euro 13.365 decrease in the pre-tax profit for the period;
  • Euro 2.052 million for tax payables in the Financial Statements at 30 June 2017 that are not included in the present Financial Statements as these are prepared gross of tax;
  • Euro 0.059 for the re-measurement of defined benefit plans;
  • Euro 0.046 million of exchange rate gains.

Equity attributable to non-controlling interests was Euro 0.515 million at 30 September 2017 compared to Euro 0.161 million at 30 June 2017. The Euro 0.354 million increase reflects:

  • a Euro 0.350 million increase in the result for the period;
  • Euro 0.004 million for tax payables in the Financial Statements at 30 June 2017 that are not included in the present Financial Statements as these are prepared gross of tax.

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 30 September 2017
Shareholding % Shareholding of Group companies
Directly
held by
Indirectly
held through
Share capital Group Fiera other Group
Company name and registered office
A) List of companies included in the area of consolidation
Main activity (000) (*) total Milano companies %
Parent Company
Fiera Milano SpA Organisation and hosting
Milan, p.le Carlo Magno 1 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 Management of
Milan, p.le Carlo Magno 1 congresses 100 2,000 100 100 Fiera Milano SpA
Mico DMC S.r.l. Management of
Milan, p.le Carlo Magno 1 congresses 51 10 51 51 Fiera Milano Congressi SpA
La Fabbrica del Libro SpA Organisation of exhibitions
Milan, p.le Carlo Magno 1 in Italy 51 120 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 Organisation of exhibitions
Rho, S.S. del Sempione km 28 in Italy 100 200 100 100
Fiera Milano SpA
Eurofairs International Consultoria e Participações Ltda
São Paulo Brasil, Organisation of exhibitions 99.98
Fiera Milano SpA
na Avenida Angélica, nº 2350, Sala B, Consolação, outside of Italy R \$ 47,032 100 99.98 0.02 0.02 Nolostand SpA
Eurofairs International
CIPA Fiera Milano Publicações e Eventos Ltda Organisation of exhibitions 99
Consultoria e Participações Ltda
São Paulo Brasil, Av. Angelica outside of Italy R \$ 7,003 100 1 99 1 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"
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
B) List of jointly controlled companies equity-accounted
Hannover Milano Global Germany GmbH
Hannover Germany, Messegelaende Organisation of exhibitions
outside of Italy
49 25 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 Hannover Milano Global
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 49 20 49 49
Ipack-Ima SpA
C) List of companies accounted at cost
Shareholding % Shareholding of Group companies
Directly
held by
Indirectly
held through
Share capital Group Fiera other Group
Company name and registered office (000) (*) total Milano companies %
Esperia SpA
Rose (Cosenza) Other activities 1,403 2 2 2 Fiera Milano Media SpA

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