Management Reports • May 15, 2017
Management Reports
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This document is available in the Investor Relations section of the Company website, www.fieramilano.it
This document contains a faithful translation in English of the original report in Italian "Resoconto intermedio di gestione consolidato al 31 marzo 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 31 marzo 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 (Milano) Share capital: Euro 42,445,141.00 fully paid up Companies Register, Tax code and VAT no. 13194800150 - Economic Administrative Register 1623812
Rho (Milan), 15 May 2017
| ▪ | Corporate bodies and independent auditor | page | 3 |
|---|---|---|---|
| ▪ | Business model | page | 4 |
| ▪ | Group structure | page | 5 |
| ▪ | Report on operations in the first quarter ▫ Summary of results and significant events during the quarter ▫ Net financial position ▫ Information by operating segment and by geographic area ▫ Group personnel |
page page page page |
6 9 10 14 |
| ▪ | Significant events after the end of the quarter | 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 |
page page page page |
17 18 19 20 |
| ▪ | Statements Attachment 1 |
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| List of companies included in the area of consolidation and other investments at 31 March 2017 |
page | 21 |
__________________________________________________________________________________
| Lorenzo Caprio | Chairperson* |
|---|---|
| Marina Natale | Chief Executive Officer |
| Alberto Baldan | Director* |
| Stefania Chiaruttini | Director* |
| Gianpietro Corbari | Director* |
| Francesca Golfetto | Director* |
| Angelo Meregalli | 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.
__________________________________________________________________________
Lorenzo Caprio Gianpietro Corbari Stefania Chiaruttini Alberto Baldan Francesca Golfetto Elena Vasco Angelo Meregalli
| Federica Palmira Nolli | Chairperson |
|---|---|
| Antonio Guastoni | Statutory Auditor |
| Carmine Pallino | Statutory Auditor |
| Francesca Maria D'Alessandro | Substitute Auditor |
| Alessandro Carlo Galli | Substitute Auditor |
MANAGER RESPONSIBLE FOR PREPARING THE COMPANY'S FINANCIAL STATEMENTS UNDER LAW 262/2005
Sebastiano Carbone
The Board of Directors was appointed at the Shareholders' Meeting of 21 April 2017 and their mandates expire with the Shareholders' Meeting to approve the Financial Statements at 31 December 2019.
The Board of Statutory Auditors was appointed at the Shareholders' Meeting of 29 April 2015 and their mandates will expire with the Shareholders Meeting to approve the Financial Statements at 31 December 2017.
The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Company. In particular, it is empowered to do everything that it considers to be appropriate or useful to achieve its corporate objectives, excluding only those which by law are the preserve of the Shareholders' Meeting.
The Chairperson, in addition to legally representing the Company, has all the powers provided by prevailing laws and the Articles of Association.
The Chief Executive Officer has full powers relating to the ordinary management and administration of the Company, with the exception of the powers that, according to prevailing laws and the Articles of Association, are the preserve of the Board of Directors.
EY SpA
The mandate, given by the Shareholders' Meeting of 29 April 2014, is for the financial years 2014-2022.
The Fiera Milano Group is involved in all the characteristic phases of the exhibition and congress sector and is one of the world's leading international integrated companies in this sector.
__________________________________________________________________________
Its operating segments are:
The following table gives the main figures of the Group for the first quarter 2017 with comparable data for the same quarter of the previous year, as well as figures for the full year 2016.
| Full year 31/12/16 |
Fiera Milano Group Summary of key figures (Amounts in € '000) |
1° Quarter 31/03/17 |
1° Quarter 31/03/16 restated |
|---|---|---|---|
| 221,041 | Revenues from sales and services | 65,396 | 76,890 |
| 3,652 | Gross operating result (a) | 8,819 | 18,427 |
| (22,994) | Net operating result (EBIT) | 6,375 | 16,058 |
| (23,979) | Profit/(loss) before income tax of continuing operations | 6,168 | 15,829 |
| (4,151) | Profit/(loss) before income tax of discontinued operations | - | (172) |
| (28,130) | Profit/(loss) before income tax | 6,168 | 15,657 |
| (28,051) | - Attributable to the shareholders of the controlling entity | 6,246 | 15,742 |
| (79) | - Attributable to non-controlling interests | (78) | (85) |
| (1,484) | Cash flow before income tax for the Group and non-controlling interests (b) | 8,612 | 18,026 |
| 99,995 | Net capital employed (c) | 81,205 | 123,009 |
| covered by: | |||
| 61,006 | Equity attributable to the Group | 67,253 * | 99,664 * |
| 673 | Non-controlling interests | 611 * | 510 * |
| 38,316 | Net financial debt/(cash) continuing operations and assets held for sale | 13,341 | 22,835 |
| 7,387 | Investments (continuing operations and assets held for sale) | 1,660 | 2,258 |
| 725 | Employees (no. of permanent employees at the end of period) | 727 | 717 |
| * 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 31 M arch 2016 have been restated to reflect the accounting of the Chinese companies, Worldex and Haikou Worldex, under IFRS 5. |
|||
The results for the quarter under review reveal a positive business trend, in line with the Company's expectations, although below the results for the corresponding period of 2016, mainly due to the different exhibition calendar which in the first quarter of the previous year included Convegno Expocomfort, the leading international biennial exhibition for civil and industrial plant. The impact of this calendar was partially offset by the positive trend of the annual hosted exhibitions including LineaPelle and the related exhibition Simac Tanning-Tech dedicated to technology for the footwear and leather apparel production sectors, and also Milano Unica, dedicated to textile and clothing accessory collections. It should also be noted that the first quarter results also reflect the contribution of the Promotion Trade Exhibition, an annual international exhibition for promotional goods, corporate gifts and personalisation, which was directly organised for the first time by Fiera Milano, which resulted in an improved performance for the exhibition.
Amongst the Group's international operations was the signing, on 22 February 2017, of a contract to sell the Group's 75% shareholding in Worldex Fiera Milano Exhibitions Co., Ltd., which operates in China. The terms of divestment are an initial disposal price of Euro 2.750 million, plus a deferred component of up to Euro 1.000 million linked to the achievement of target results over the three year period 2017-2019. Completion of the deal took place on 24 April 2017 with the issue of a new business license by the relevant Chinese authorities. This disposal is consistent with the objective of concentrating all of the Group's activities in China in its joint venture with its German partner Deutsche Messe.
With an order issued on 23 June 2016 and deposited on 24 June 2016, the Milan District Court-Prevention Court Independent Section, issued, under Article 34 of the Legislative Decree of 6 September 2011 no. 159 pertaining to the "anti-mafia laws and prevention measures, including new provisions covering anti-mafia documentation in accordance with Articles 1 and 2 of Legislative Decree of 13 August 2010 no. 136", an Administration Order for Nolostand for a period of six months. On 6 July 2016 the Milan Tax Squad notified Nolostand SpA of the aforementioned Administration Order.
With an order issued on 28 September 2016 and deposited on 11 October 2016, the Milan District Court – Prevention Court Independent Section issued, under Article 34 of the Legislative Decree 159/2011 an Administration Order for Fiera Milano SpA for a period of six months limited to the business area linked to Nolostand, involving the stand-fitting business division.
On 20 December 2016 the Administration Order for Nolostand was extended for a further six months and the Orders of Nolostand and Fiera Milano were also unified. On 28 March 2017 the Milan District Court – Prevention Court Independent Section extended for a further six months the Administration Order relating to the Company's exhibition stand-fitting business division which had been scheduled to expire on 11 April 2017.
The activities of the Group are highly seasonal due to the impact of biennial exhibitions. Given the seasonal nature of the Group's activities, the revenues and results reported in individual quarters may vary substantially from one quarter to the next.
A detailed analysis of the results for the first quarter 2017 reveals the following trends:
A detailed analysis of the main changes in the quarter is shown below:
The table below gives a summary of the net square metres of exhibition space occupied by the various Fiera Milano Group exhibitions and by congresses with related exhibition space.
| Fiera Milano Group Summary operating figures |
1st Quarter 2017 | 1st Quarter 2016 | Change | ||||
|---|---|---|---|---|---|---|---|
| of which organized | of which organized | of which organized | |||||
| Total | by the Group | Total | by the Group | Total | by the Group | ||
| Number of exhibitions: | 21 | 7 | 23 | 7 | (2) | - | |
| Italy | 17 | 3 | 19 | 3 | (2) | - | |
| . annual | 14 | 2 | 18 | 3 | (4) | (1) | |
| . biennial | 3 | 1 | 1 | - | 2 | 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 |
6 | - | 9 | - | (3) | - | |
| Net sq.metres of exhibition space: | 553,590 | 231,035 | 575,610 | 171,645 | (22,020) | 59,390 | |
| Italy | 467,365 | 144,810 | 497,490 | 93,525 | (30,125) | 51,285 | |
| . annual (a) | 357,540 | 88,045 | 379,095 | 93,525 | (21,555) | (5,480) | |
| . biennial | 109,825 | 56,765 | 118,395 | - | (8,570) | 56,765 | |
| . multi-annual | - | - | - | - | - | - | |
| (a) of which congresses with related exhibition space | 5,240 | - | 3,640 | - | 1,600 | - | |
| Foreign countries | 86,225 | 86,225 | 78,120 | 78,120 | 8,105 | 8,105 | |
| . annual | 86,225 | 86,225 | 78,120 | 78,120 | 8,105 | 8,105 | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| Number of exhibitors: | 11,365 | 3,655 | 12,000 | 3,500 | (635) | 155 | |
| Italy | 9,515 | 1,805 | 10,270 | 1,770 | (755) | 35 | |
| . annual (b) | 8,330 | 1,560 | 8,730 | 1,770 | (400) | (210) | |
| . biennial | 1,185 | 245 | 1,540 | - | (355) | 245 | |
| . multi-annual | - | - | - | - | - | - | |
| (b) of which congresses with related exhibition space | 380 | - | 225 | - | 155 | - | |
| Foreign countries | 1,850 | 1,850 | 1,730 | 1,730 | 120 | 120 | |
| . annual | 1,850 | 1,850 | 1,730 | 1,730 | 120 | 120 | |
| . biennial | - | - | - | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| 31/12/16 | Group Net Financial Position (Amounts in € '000) |
31/03/17 |
|---|---|---|
| 20,904 | A. Cash (including bank balances) | 37,166 |
| - | B. Other cash equivalents | - |
| - | C. Securities held for trading | - |
| 20,904 | D. Cash and cash equivalents (A+B+C) | 37,166 |
| 2,622 | E. Current financial assets | 2,632 |
| 2,622 | - E.1 of which Other non current liabilities to other related parties | 2,632 |
| 18,019 | F. Current bank borrowings | 15,189 |
| 27,523 | G. Current portion of non-current debt | 25,278 |
| 3,364 | H. Other current financial liabilities | 4,545 |
| 1,627 | - H.1 of which Other current financial liabilities to the controlling shareholder | 2,796 |
| 876 | - H.2 of which Other current financial liabilities to other related parties | 876 |
| 48,906 | I. Current financial debt (F+G+H) | 45,012 |
| 25,380 | J. Current net financial debt (cash) (I-E-D) | 5,214 |
| 14,108 | K. Non-current bank borrowings | 9,299 |
| - | 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 |
| 14,150 | N. Non-current financial debt (K+L+M) | 9,341 |
| 39,530 | Net financial debt/(cash) from continuing operations (J+N) | 14,555 |
| (1,214) | Net financial debt/(cash) from assets held for sale | (1,214) |
| 38,316 | O. Net financial debt/(cash) | 13,341 |
A breakdown of the Group net financial position is shown in the following table.
Net financial debt at 31 March 2017 was Euro 13.341 million compared to Euro 38.316 million at 31 December 2016.
The decrease of Euro 24.975 million in net financial debt is attributable to the positive cash flow in the quarter and the positive change in cash flows arising from net working capital, principally as a result of advances for exhibitions that are to take place in later quarters.
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 | |||
| 2016 | Revenues from sales and services | 31/03/17 | 31/03/16 | restated | ||
| 173,421 | % 66.6 |
- By operating segment: . Italian Exhibitions |
58,216 | % 75.9 |
68,019 | % 74.9 |
| 6,830 | 2.7 | . Foreign Exhibitions | 518 | 0.7 | 343 | 0.4 |
| 38,295 | 14.7 | . Stand-fitting Services | 9,811 | 12.8 | 15,378 | 16.9 |
| 11,051 | 4.1 | . Media | 2,472 | 3.2 | 2,873 | 3.1 |
| 30,672 | 11.8 | . Congresses | 5,706 | 7.4 | 4,231 | 4.7 |
| 260,269 | 100.0 | Total revenues gross of adjustments for inter-segment transactions | 76,723 | 100.0 | 90,844 | 100.0 |
| (39,228) | . Adjustments for inter-segment transactions | (11,327) | (13,954) | |||
| 221,041 | Total revenues net of adjustments for inter-segment transactions | 65,396 | 76,890 | |||
| - By geographic area: | ||||||
| 214,239 | 96.9 | . Italy | 64,878 | 99.2 | 76,573 | 99.6 |
| 6,802 | 3.1 | . Foreign countries | 518 | 0.8 | 317 | 0.4 |
| 221,041 | 100.0 | Total | 65,396 | 100.0 | 76,890 | 100.0 |
| % | Gross operating result | % | % | |||
| on revenues | - By operating segment: | on revenues | on revenues | |||
| (3,092) | -1.8 | . Italian Exhibitions | 7,902 | 13.6 | 14,889 | 21.9 |
| 1,781 | 26.1 | . Foreign Exhibitions | 983 | 189.8 | 920 | 268.2 |
| 3,033 | 7.9 | . Stand-fitting Services | 561 | 5.7 | 2,990 | 19.4 |
| 376 | 3.4 | . Media | (248) | -10.0 | (43) | -1.5 |
| 2,274 | 7.4 | . Congresses | (379) | -6.6 | (294) | -6.9 |
| (720) | . Adjustments for inter-segment transactions | - | (35) | |||
| 3,652 | 1.7 | Total | 8,819 | 13.5 | 18,427 | 24.0 |
| - By geographic area: | ||||||
| 2,523 | 1.2 | . Italy | 7,844 | 12.1 | 17,590 | 23.0 |
| 1,129 | 16.6 | . Foreign countries | 975 | 188.2 | 837 | 264.0 |
| 3,652 | 1.7 | Total Net operating result (EBIT) |
8,819 | 13.5 | 18,427 | 24.0 |
| % on revenues |
% on revenues |
% on revenues |
||||
| - By operating segment: | ||||||
| (15,234) (4,507) |
-8.8 -66.0 |
. Italian Exhibitions . Foreign Exhibitions |
6,614 729 |
11.4 140.7 |
13,595 706 |
20.0 205.8 |
| 493 | 1.3 | . Stand-fitting Services | 122 | 1.2 | 2,604 | 16.9 |
| (4,103) | -37.1 | . Media | (371) | -15.0 | (260) | -9.0 |
| 1,133 | 3.7 | . Congresses | (703) | -12.3 | (540) | -12.8 |
| (776) | . Adjustments for inter-segment transactions | (16) | (47) | |||
| (22,994) | -10.4 | Total | 6,375 | 9.7 | 16,058 | 20.9 |
| - By geographic area: | ||||||
| (17,779) | -8.3 | . Italy | 5,670 | 8.7 | 15,447 | 20.2 |
| (5,215) | -76.7 | . Foreign countries | 705 | 136.1 | 611 | 192.7 |
| (22,994) | -10.4 | Total | 6,375 | 9.7 | 16,058 | 20.9 |
| Employees | ||||||
| (no. of permanent employees at the end of the period) | ||||||
| % | - By operating segment: | % | % | |||
| 416 | 57.4 | . Italian Exhibitions | 414 | 57.0 | 418 | 58.3 |
| 141 | 19.4 | . Foreign Exhibitions | 145 | 20.0 | 142 | 19.8 |
| 57 | 7.9 | . Stand-fitting Services | 57 | 7.8 | 53 | 7.4 |
| 63 | 8.7 | . Media | 62 | 8.5 | 68 | 9.5 |
| 48 | 6.6 | . Congresses | 49 | 6.7 | 36 | 5.0 |
| 725 | 100.0 | Total | 727 | 100.0 | 717 | 100.0 |
| - By geographic area: | ||||||
| 584 | 80.6 | . Italy | 582 | 80.1 | 575 | 80.2 |
| 141 | 19.4 | . Foreign countries | 145 | 19.9 | 142 | 19.8 |
| 725 | 100.0 | Total | 727 | 100.0 | 717 | 100.0 |
| Some figures in the consolidated financial statements at 31 March 2016 have been restated to reflect the accounting of the Chinese companies, Worldex and Haikou Worldex, under IFRS 5. |
Revenues from sales and services, before elimination of transactions among the five business segments of the Group, were Euro 76.723 million, representing a decrease of Euro 14.121 million compared to the first quarter of 2016.
The Group Gross operating profit in first quarter 2016 was Euro 8.819 million revealing a reduction compared to the figure for the first quarter of 2016 (Euro 18.427 million). The breakdown by operating segment was as follows:
The Net operating profit (EBIT) of the five operating segments in the first quarter 2017 was Euro 6.375 million compared to Euro 16.058 million in the same period of the previous year, which reflects the trend of the gross operating profit.
The breakdown by geographic area in the first quarter reveals that revenues from foreign activities was Euro 0.518 million representing an increase of about 63% compared to the figure for the same period of the previous year (Euro 0.317 million). The Gross operating profit was Euro 0.975 million representing an improvement over the same period of the previous year of Euro 0.138 million.
The Net operating profit (EBIT) was Euro 0.705 million compared to the result for the same period of the previous year of Euro 0.611 million.
During the quarter under review, seventeen exhibitions and six congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 467,365 square metres compared to 497,490 square metres in the same period of the preceding financial year, whilst the number of exhibitors fell from 10,270 in the first quarter of 2016 to 9,515 in the first quarter of 2017.
Exhibitions directly organised by the Group in Italy and abroad occupied 231,035 square metres of net exhibition space, equal to about 42% of the total space occupied.
| Italian exhibition portfolio | ||||||||
|---|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||||
| Quarter to | Quarter to | Quarter to | Quarter to | Quarter to | Quarter to | |||
| Annual Exhibitions: | 31/03/17 | 31/03/16 | 31/03/15 | 31/03/17 | 31/03/16 | 31/03/15 | ||
| Directly organised | ||||||||
| - HOMI I semester | 83,690 | 77,785 | 81,200 | 1,425 | 1,285 | 1,305 | ||
| - Promotion Trade Exhibition | 4,355 | a) | a) | 135 | a) | a) | ||
| - Bit | b) | 13,505 | 15,335 | b) | 380 | 405 | ||
| - Milano Pret A Porter spring | d) | 2,235 | 2,775 | c) | 105 | 130 | ||
| Total annual exhibitions directly organised | 88,045 | 93,525 | 99,310 | 1,560 | 1,770 | 1,840 | ||
| Hosted | ||||||||
| - Cartoomics | 10,495 | 8,310 | 9,855 | 340 | 310 | 190 | ||
| - Fa la cosa giusta | 10,285 | 9,350 | 7,845 | 700 | 695 | 630 | ||
| - Hobby Show (I semester) | 1,610 | 1,815 | 3,425 | 65 | 90 | 115 | ||
| - LineaPelle (February) | 46,665 | 43,710 | 41,640 | 1,200 | 1,155 | 945 | ||
| - MAM - Mostra a Milano Arte e Antiquariato* | 2,200 | - | - | 35 | - | - | ||
| - Mido | 48,015 | 46,260 | 43,645 | 1,190 | 1,075 | 990 | ||
| - Milano Unica (spring) | 27,415 | 18,165 | 18,020 | 365 | 390 | 380 | ||
| - Mipel (March) | 7,980 | 8,305 | 10,060 | 250 | 250 | 285 | ||
| - My Plant & Garden | 17,065 | 13,855 | 9,330 | 450 | 345 | 285 | ||
| - Simac Tanning-Tech | 17,205 | 14,900 | 15,200 | 245 | 220 | 275 | ||
| - The Micam (spring) | 61,705 | 63,425 | 67,075 | 1,330 | 1,425 | 1,425 | ||
| - The ONE Milano (February)* | 13,615 | - | - | 220 | - | - | ||
| - Milano Auto Classica | b) | 20,965 | 16,440 | b) | 290 | 245 | ||
| - Promotion Trade Exhibition | a) | 4,515 | 4,235 | a) | 140 | 130 | ||
| - Esposizione Internazionale Canina | c) | 15,000 | c) | c) | 50 | c) | ||
| - Mifur | d) | 12,080 | 13,350 | c) | 150 | 170 | ||
| - Super (spring) | c) | 1,275 | 1,600 | c) | 150 | 180 | ||
| - Technology Hub (3D Print Hub) | b) | b) | 2,500 | b) | b) | 80 | ||
| Total annual exhibitions hosted | 264,255 | 281,930 | 264,220 | 6,390 | 6,735 | 6,325 | ||
| Total annual Exhibitions | 352,300 | 375,455 | 363,530 | 7,950 | 8,505 | 8,165 | ||
| Biennial Exhibitions: | ||||||||
| Directly organised | ||||||||
| - Transpotec & Logitec** | 56,765 | - | b) | 245 | - | b) | ||
| Total biennial exhibitions directly organised | 56,765 | - | - | 245 | - | - | ||
| Hosted | ||||||||
| - Made Expo | 52,515 | - | 57,005 | 910 | - | 910 | ||
| - Farmacistapiù | 545 | - | b) | 30 | - | b) | ||
| - Mostra Convegno Expocomfort | - | 118,395 | - | - | 1,540 | - | ||
| Total biennial exhibitions hosted | 53,060 | 118,395 | 57,005 | 940 | 1,540 | 910 | ||
| Total biennial Exhibitions | 109,825 | 118,395 | 57,005 | 1,185 | 1,540 | 910 | ||
| TOTAL EXHIBITIONS | 462,125 | 493,850 | 420,535 | 9,135 | 10,045 | 9,075 | ||
| - Congresses with related exhibition space | 5,240 | 3,640 | 7,750 | 380 | 225 | 510 | ||
| TOTAL | 467,365 | 497,490 | 428,285 | 9,515 | 10,270 | 9,585 |
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 did not take place.
d) The exhibition since 2017 is included in The ONE Milano.
During the first quarter 2017 four exhibitions were held in exhibition sites abroad and the net exhibition space occupied totalled 86,225 square metres (in the first quarter of 2016 the figure was 78,120 square metres). The number of exhibitors was 1,850 (compared to 1,730 in the first quarter of 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 | |||||||
| Annual Exhibitions: | Quarter to 31/03/17 |
Quarter to 31/03/16 |
Quarter to 31/03/15 |
Quarter to 31/03/17 |
Quarter to 31/03/16 |
Quarter to 31/03/15 |
||
| Directly organised in China | ||||||||
| - Chinafloor Domotex Shanghai | 72,180 | 65,375 | 63,985 | 1,365 | 1,305 | 1,260 | ||
| - GITF International Tour Guangzhou | 8,000 | 7,875 | 5,180 | 240 | 195 | 215 | ||
| - The Micam Shanghai 1° semestre | a) | a) | 2,900 | a) | a) | 150 | ||
| Total annual exhibitions directly organised in China | 80,180 | 73,250 | 72,065 | 1,605 | 1,500 | 1,625 | ||
| Directly organised in India - Food Hospitality World Mumbai |
2,970 | 2,840 | 3,195 | 150 | 180 | 175 | ||
| Total annual exhibitions directly organised in India | 2,970 | 2,840 | 3,195 | 150 | 180 | 175 | ||
| Directly organised in South Africa - Cape Town Art Fair |
3,075 | 2,030 | 1,100 | 95 | 50 | 40 | ||
| Total annual exhibitions directly organised in South Africa | 3,075 | 2,030 | 1,100 | 95 | 50 | 40 | ||
| Directly organised in Brasile | ||||||||
| - Food Hospitality World | a) | a) | 1,375 | a) | a) | 55 | ||
| Total annual exhibitions directly organised in Brasile | - | - | 1,375 | - | - | 55 | ||
| Directly organised in Turkey | ||||||||
| - Beauty & Care Istanbul | b) | b) | 5,670 | b) | b) | 140 | ||
| - Home & Garden Istanbul | b) | b) | - | b) | b) | - | ||
| - Pro-Show | b) | b) | 1,430 | b) | b) | 20 | ||
| Total annual exhibitions directly organised in Turkey | - | - | 7,100 | - | - | 160 | ||
| Total annual exhibitions | 86,225 | 78,120 | 84,835 | 1,850 | 1,730 | 2,055 | ||
| Biennial Exhibitions: | ||||||||
| Directly organised in China | ||||||||
| - WoodMac China | a) | - | 9,565 | a) | - | 80 | ||
| Total biennial exhibitions directly organised in China | - | - | 9,565 | - | - | 80 | ||
| Directly organised in Singapore | ||||||||
| - Rehabtech Asia ° | a) | - | 785 | a) | - | 45 | ||
| Total biennial exhibitions directly organised in Singapore | - | - | 785 | - | - | 45 | ||
| Total biennial exhibitions | - | - | 10,350 | - | - | 125 | ||
| TOTAL EXHIBITIONS | 86,225 | 78,120 | 95,185 | 1,850 | 1,730 | 2,180 | ||
| ° The exhibition is a joint project with the Singaporean company Singex Exhibitions Ventures Pte Ltd. a) The exhibition did not take place. |
b) The Turkish subsidiary and related exhibitions were sold in the second semester 2015.
At 31 March 2017, Group employees totalled 727. The breakdown compared to 31 March 2016 and 31 December 2016 was as follows:
| 31/12/16 | Permanent employees at end of period (units) |
31/03/17 | 31/03/16 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
|
| Fully consolidated companies: | |||||||||
| 31 | 28 | 3 | Executives | 30 | 27 | 3 | 33 | 30 | 3 |
| 633 | 548 | 85 | Managers and White collar workers (including Journalists) | 638 | 548 | 90 | 619 | 534 | 85 |
| 664 | 576 | 88 | Total | 668 | 575 | 93 | 652 | 564 | 88 |
| Equity-accounted companies (a): | |||||||||
| 2 | - | 2 | Executives | 2 | - | 2 | 3 | 1 | 2 |
| 59 | 8 | 51 | White collar workers | 57 | 7 | 50 | 62 | 10 | 52 |
| 61 | 8 | 53 | Total | 59 | 7 | 52 | 65 | 11 | 54 |
| 725 | 584 | 141 | TOTAL | 727 | 582 | 145 | 717 | 575 | 142 |
| (a) the indicated data corresponds to the pro-quota of total employees |
Compared to 31 December 2016, there was a net increase of two in the number of permanent employees.
The Ordinary Shareholders' Meeting of the Parent Company was held on 21 April 2017. The Meeting approved the Financial Statements at 31 December 2016 as well as the resolution to cover the loss for the financial year of Euro 25,159,578.92 through utilisation of the share price premium reserve and to cover the residual loss of the preceding financial year of Euro 154,268.60 through utilisation of the share price premium reserve. The Shareholders' Meeting also approved Section One of the Remuneration Report pursuant to Article 123-ter of Legislative Decree 58/98. Finally, the Shareholders' Meeting approved the appointment of the new Board of Directors, which will remain in office for the financial years 2017-2019 and granted approval for the purchase and sale of treasury shares. An Extraordinary Meeting of Shareholders of the Parent Company was held on the same day which amended Articles 13, 14, 15, 16, 17, 18 and 20 of the Articles of Association at the request of the shareholder Fondazione Fiera Milano pursuant to Article 2367 of the Italian Civil Code and Article 125-ter of Legislative Decree no. 58 of 24 February 1998.
On 24 April 2017 the Group completed the sale of 75% shareholding in Worldex Fiera Milano Exhibitions Co., Ltd following the release of a new business license by the relevant Chinese Authorities. This disposal is consistent with the objective of concentrating all of the Group's activities in China in its joint venture with its German partner Deutsche Messe.
The first quarter results reveal a positive trend that is in line with the Company's expectations. The remainder of the financial year 2017 will reflect the benefits of the more favourable exhibition calendar when, amongst other events, the important directly organised biennial exhibitions Tuttofood and Host take place.
The exhibition calendar for the next months of the current year will also be enriched by the inclusion of new exhibitions, some directly organised and others organised by third-parties: the new directly organised exhibitions include Versilia Yachting Rendez-vous, while among the fairs organised by third parties are Lamiera, Expo Ferroviaria and the international dog show ENCI Winner.
The Group therefore expects a significant improvement in the gross operating profit in 2017 compared to the previous year, in the absence of currently unforeseen events or developments.
The 2017 First Quarter Consolidated Interim Management Report of the Fiera Milano Group has been prepared in accordance with Article 154-ter of Legislative Decree 58/1998 and in accordance with the Listing Rules issued by Consob ruling no. 11971 of 14 May 1999 and subsequent amendments and integrations.
______________________________________________________________________________
The economic, capital and financial 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 measurement and recognition criteria used to prepare the Financial Statements for the First 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 2017 First Quarter Consolidated Interim Financial Statements have been prepared on the basis of the accounting situation at 31 March 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 First Quarter Consolidated Interim Management Report at 31 March 2017 the tax charge has not been calculated, as permitted by the relevant Consob Rules.
It should also be noted that the methodologies used for estimates in the preparation of the Consolidated Interim Management Report at 31 March 2017 are substantially the same as those used to prepare the Annual Consolidated Financial Statements.
The list of companies included in the area of consolidation at 31 March 2017 is given in Attachment 1.
The present 2017 Interim Management Report has not been subject to legal audit.
| Full year to 31/12/16 |
Consolidated Income Statement (Amounts in €'000) |
1st Quarter to 31/03/17 |
1st Quarter to 31/03/16 restated |
|||
|---|---|---|---|---|---|---|
| % | % | % | ||||
| 221,041 | 100 | Revenues from sales and services | 65,396 | 100 | 76,890 | 100 |
| 2,281 | 1.0 | Cost of materials | 895 | 1.4 | 768 | 1.0 |
| 121,423 | 54.9 | Cost of services | 31,266 | 47.8 | 34,761 | 45.2 |
| 49,837 | 22.5 | Costs for use of third party assets | 13,270 | 20.3 | 12,359 | 16.1 |
| 44,101 | 20.0 | Personnel expenses | 11,820 | 18.1 | 11,298 | 14.7 |
| 4,222 | 1.9 | Other operating expenses | 1,286 | 2.0 | 1,335 | 1.7 |
| 221,864 | 100.4 | Total operating costs | 58,537 | 89.5 | 60,521 | 78.7 |
| 3,216 | 1.5 | Other income | 450 | 0.7 | 874 | 1.1 |
| 1,259 | 0.6 | Results of equity-accounted companies | 1,510 | 2.3 | 1,184 | 1.5 |
| 3,652 | 1.7 | Gross operating result | 8,819 | 13.5 | 18,427 | 24.0 |
| 8,398 | 3.8 | Depreciation and amortisation | 1,707 | 2.6 | 2,001 | 2.6 |
| 5,477 | 2.5 | Allowance for doubtful accounts and other provisions | 726 | 1.1 | 368 | 0.5 |
| 12,771 | 5.8 | Adjustments to asset values | 11 | - | - | - |
| (22,994) | -10.4 | Net operating result (EBIT) | 6,375 | 9.7 | 16,058 | 20.9 |
| (985) | -0.4 | Financial income/(expenses) | (207) | -0.3 | (229) | -0.3 |
| (23,979) | -10.8 | Profit/(loss) before income tax from continuing operations | 6,168 | 9.4 | 15,829 | 20.6 |
| (4,151) | -1.9 | Profit/(loss) before income tax from discontinued operations | - | - | (172) | -0.2 |
| (28,130) | -12.7 | Profit/(loss) before income tax | 6,168 | 9.4 | 15,657 | 20.4 |
| (28,051) | -12.7 | - attributable to the shareholders of the controlling entity | 6,246 | 9.6 | 15,742 | 20.5 |
| (79) | -0.0 | - attributable to non-controlling interests | (78) | -0.1 | (85) | -0.1 |
| Cash flow before income tax for the Group and non-controlling | ||||||
| (1,484) | -0.7 | interests | 8,612 | 13.2 | 18,026 | 23.4 |
| under IFRS 5. | Some figures in the consolidated financial statements at 31 March 2016 have been restated to reflect the accounting of the Chinese companies, Worldex and Haikou Worldex, |
| Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
||||
|---|---|---|---|---|
| 31/03/17 | 31/12/16 | Change | ||
| Goodwill and intangible assets with an indefinite useful life | 94,216 | 94,216 | - | |
| Intangible assets with a finite useful life | 17,263 | 17,777 | (514) | |
| Tangible fixed assets | 15,022 | 14,511 | 511 | |
| Other non-current assets | 35,733 | 34,378 | 1,355 | |
| A | Non-current assets | 162,234 | 160,882 | 1,352 |
| Inventories and contracts in progress | 9,725 | 5,480 | 4,245 | |
| Trade and other receivables | 72,245 | 52,227 | 20,018 | |
| Other current assets | - | - | - | |
| B | Current assets | 81,970 | 57,707 | 24,263 |
| Trade payables | 54,070 | 41,114 | 12,956 | |
| Advances | 62,929 | 40,239 | 22,690 | |
| Tax liabilities | 666 | 1,605 | (939) | |
| Provisions for risks and charges and other current liabilities | 32,160 | 21,276 | 10,884 | |
| C | Current liabilities | 149,825 | 104,234 | 45,591 |
| D | Net working capital (B - C) | (67,855) | (46,527) | (21,328) |
| E | Gross capital employed (A + D) | 94,379 | 114,355 | (19,976) |
| Employee benefit provisions | 9,351 | 9,302 | 49 | |
| Provisions for risks and charges and other non-current liabilities | 5,872 | 7,107 | (1,235) | |
| F | Non-current liabilities | 15,223 | 16,409 | (1,186) |
| G | NET CAPITAL EMPLOYED continuing operations (E - F) | 79,156 | 97,946 | (18,790) |
| H | NET CAPITAL EMPLOYED assets held for sale | 2,049 | 2,049 | - |
| TOTAL NET CAPITAL EMPLOYED (G + H) | 81,205 | 99,995 | (18,790) | |
| covered by: | ||||
| Equity attributable to the Group | 67,253 (*) | 61,006 | 6,247 | |
| Non-controlling interests | 611 (*) | 673 | (62) | |
| I | Total equity | 67,864 | 61,679 | 6,185 |
| Cash & cash equivalents | (37,166) | (20,904) | (16,262) | |
| Current financial (assets)/liabilities | 42,380 | 46,284 | (3,904) | |
| Non-current financial (assets)/liabilities | 9,341 | 14,150 | (4,809) | |
| Net financial position continuing operations | 14,555 | 39,530 | (24,975) | |
| Net financial position assets held for sale | (1,214) | (1,214) | - | |
| L | Net financial position (TOTAL) | 13,341 | 38,316 | (24,975) |
| EQUITY AND NET FINANCIAL POSITION (I + L) | 81,205 | 99,995 | (18,790) | |
| (*) | includes pre-tax result for the period |
Non-current assets totalled Euro 162.234 million at 31 March 2017 compared to Euro 160.882 million at 31 December 2016. The increase of Euro 1.352 million is attributable to the net effect of investments of Euro 1.660 million, depreciation and amortisation of Euro 1.707 million, exchange rate differences of Euro 0.053 million, changes in the value of equity accounted investments of Euro 1.511 million and a negative figure for other movements totalling Euro 0.165 million.
Net working capital moved from a negative figure of Euro 46.527 million at 31 December 2016 to a negative figure of Euro 67.855 million at 31 March 2017.
The difference of Euro 21.328 million was due to the following:
At 31 March 2017 Non-current liabilities totalled Euro 15.223 million compared to Euro 16.409 million at 31 December 2016.
Equity attributable to the Group at 31 March 2017 was Euro 67.253 million compared to Euro 61.006 million at 31 December 2016. The increase of Euro 6.247 million reflected the effect of the following:
Net equity attributable to non-controlling interests at 31 March 2017 was Euro 0.611 million compared to Euro 0.673 million at 31 December 2016. The decline of Euro 0.062 million reflects:
Information on the change in financial assets and liabilities is given in the comment on the net financial position.
The Manager responsible for preparing the Company's financial statements, Sebastiano Carbone, herewith declares that the accounting information in the present financial 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 2017 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Shareholding % | Shareholding of Group companies | |||||||
| Share capital | Group | Directly held by Fiera |
Indirectly held through other Group |
|||||
| Company name and registered office | Main activity | (000) (*) | total | Milano | companies | % | ||
| A) List of companies included in the area of consolidation | ||||||||
| 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 | 99 Consultoria e Participações Ltda |
|||||||
| São Paulo Brasil, Av. Angelica | Organisation of exhibitions outside of Italy |
R \$ 7,003 | 100 | 1 | 99 | 1 Fiera Milano SpA | ||
| Fiera Milano India Pvt Ltd | ||||||||
| New Delhi, Barakhamba Road, Connaught Place | Organisation of exhibitions outside of Italy |
INR 20,000 | 99.99 | 99.99 | 99.99 Fiera Milano SpA | |||
| Limited Liability Company "Fiera Milano" | ||||||||
| Moscow, 24 A/1 ul. B. Cherkizovskaya | Organisation of exhibitions outside of Italy |
RUB 10,000 | 100 | 100 | 100 Fiera Milano SpA | |||
| Fiera Milano Exhibitions Africa Pty Ltd | Organisation of exhibitions | |||||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | outside of Italy | ZAR 0.3 | 100 | 100 | 100 Fiera Milano SpA | |||
| Worldex (China) Exhibition & Promotion Ltd | ||||||||
| Guangzhou, 538 Dezheng Bei Road, Yuexiu District | Organisation of exhibitions outside of Italy |
CNY 6,000 | 75 | 75 | 75 Fiera Milano SpA | |||
| Haikou Worldex Milan Exhibition Co. Ltd | Organisation of exhibitions | |||||||
| Haikou, 12 Lantian Road West | outside of Italy | CNY 200 | 75 | 100 | 100 Worldex Ltd | |||
| 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 | ||||||||
| Hong Kong China, Golden Gate Building | Organisation of exhibitions outside of Italy |
HKD 10 | 49 | 100 | Hannover Milano Global 100 Germany GmbH |
|||
| Hannover Milano Fairs India Pvt Ltd | ||||||||
| East Mumbai, Andheri | Organisation of exhibitions outside of Italy |
INR 274,640 | 48.99 | 99.99 | Hannover Milano Global 99.99 Germany GmbH |
|||
| Global Fairs & Media Private Ltd | ||||||||
| New Delhi, Bahadur Shah Zafar Marg 9-10 | Organisation of exhibitions outside of Italy |
INR 207,523 | 24.5 | 50 | Hannover Milano Fairs India 50 Pvt Ltd |
|||
| Ipack Ima Srl | ||||||||
| Rho, S.S. del Sempione km 28 | Organisation of exhibitions in Italy |
49 20 | 49 | 49 Ipack-Ima SpA |
||||
| C) List of companies accounted at cost | Shareholding % | Shareholding of Group companies | ||||||
| Directly | Indirectly | |||||||
| Share capital | Group | held by Fiera |
held through 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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