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Fiera Milano

Management Reports May 15, 2017

4073_10-q_2017-05-15_986482bd-6179-4147-b763-1eaf43f5bbb2.pdf

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Consolidated Interim Management Report at 31 March 2017 (1st 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 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

Contents

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
List of companies included in the area of consolidation and other investments at
31 March 2017
page 21

__________________________________________________________________________________

Corporate bodies and independent auditor

BOARD OF DIRECTORS

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

BOARD OF STATUTORY AUDITORS

Federica Palmira Nolli Chairperson
Antonio Guastoni Statutory Auditor
Carmine Pallino Statutory Auditor
Francesca Maria D'Alessandro Substitute Auditor
Alessandro Carlo Galli Substitute Auditor

CONTROL AND RISK COMMITTEE COMMITTEE FOR APPOINTMENTS AND REMUNERATION

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.

INDEPENDENT AUDITOR

EY SpA

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

Business model

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:

  • 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. Specifically, 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.
  • 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 management of conferences, events and "destination management" services.

Group structure

Summary of results and significant events during the quarter

The following table gives the main figures of the Group for the first quarter 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.

Administration Orders

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:

  • Revenues from sales and services totalled Euro 65.396 million compared to the result for the same quarter of the previous year (Euro 76.890 million).

A detailed analysis of the main changes in the quarter is shown below:

  • Annual exhibitions organised by the Group in Italy (-5,480 square metres): the decline was mainly attributable to the absence of the exhibition Bit (-13,505 square metres) which took place in the second quarter. This was partially compensated by an increase in demand for exhibition space for HOMI I semester (+5,905 square metres) and the presence in the period of the annual international exhibition for promotional goods, Promotion Trade Exhibition (+4,355 square metres) which was for the first time organised by Fiera Milano Group;
  • Annual exhibitions organised by third parties in Italy (-17,675 square metres): the decline was primarily due to the absence of the exhibition Esposizione Internazionale Canina and the postponement of Milano Auto Classica to later quarters. This effect was partly compensated by the presence of the exhibition MAM – Mostra a Milano Arte e Antiquariato, which took place for the first time in the fieramilanocity exhibition area, as well as an improvement in the exhibitions Milano Unica Spring edition, My Plant & Garden, LineaPelle February edition and Simac Tanning-Tech.
  • Biennial exhibitions organised by the Group in Italy (+56,765 square metres): the difference is attributable to the biennial exhibition held in uneven-numbered years Transpotec Logitec;
  • Biennial exhibitions organised by third parties in Italy (-65,335 square metres): the difference is primarily due to the absence of the biennial exhibition held in evennumbered years Mostra Convegno Expocomfort (-118,395 square metres) partially compensated by the presence of the biennial exhibition held in uneven-numbered years Made Expo (+52,515 square metres);
  • Congresses with related exhibition areas reported an increase of 1,600 square metres;
  • Annual exhibitions organised by the Group abroad (+8,105 square metres): the increase is mainly due to the Chinese exhibition Chinafloor Domotex Shanghai.

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 - - - - - -
  • The gross operating profit for the quarter was Euro 8.819 million, a decline of Euro 9.608 million compared with the result reported for the same quarter of the previous year (Euro 18.427 million). The gross operating profit in 2017 reflects the trend of revenues and the higher consultancy costs arising from the review of company processes as a consequence of the procedures relating to the ongoing Administration Order.
  • The net operating profit (EBIT) for the quarter was Euro 6.375 million compared to Euro 16.058 million in the first quarter of 2016. The decline of Euro 9.683 million is mainly due to the aforementioned reduction in gross operating profit.
  • The profit before income tax was Euro 6.168 million compared to Euro 15.657 million in the first quarter of 2016. The profit before income tax attributable to the shareholders of the controlling entity was Euro 6.246 million (Euro 15.742 million in the first quarter of 2016) while there was a loss before income tax of Euro 0.078 million attributable to noncontrolling interests (loss of Euro 0.085 million in the first quarter of 2016).
  • Finally, cash flow in the quarter (calculated as the result before income tax plus depreciation, amortisation, provisions and adjustments to asset values) was Euro 8.612 million compared to Euro 18.026 million in the same quarter of the previous financial year.

Net financial position

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.

Information by operating segment and by geographic area

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

Summary of data by operating segment
and by geographic area
Full year (Amounts in € '000) 1st Quarter 1st Quarter
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.

  • Revenues from Italian Exhibitions in the first quarter were Euro 58.216 million, a decrease of about 14% compared to the figure for the same period of the previous financial year (Euro 68.019 million). The decline in revenues mainly reflects the less favourable exhibition calendar owing to the absence of the important biennial exhibition held in even-numbered years Mostra Convegno Expocomfort and for the postponement of Bit to the second quarter. The impact of this was partly offset by the presence of the exhibitions held in unevennumbered years Made Expo and Transpotec & Logitec and from the positive results of the directly organised exhibitions HOMI and Promotion Trade Exhibition, the latter of which was a hosted exhibition in 2016.
  • Revenues from Foreign Exhibitions in the first quarter were Euro 0.518 million, an increase compared to the result for the same period of the previous financial year (Euro 0.343 million). The change is mainly due to higher demand for exhibition space at the exhibition Cape Town Art Fair.
  • Revenues from Stand-fitting Services in the first quarter were Euro 9.811 million representing a decrease of about 36% compared to the figure for the same period of 2016 (Euro 15.378 million). The difference mainly reflects the negative impact of the different exhibition calendar as well as the absence of revenues linked to the dismantling of structures associated with Expo 2015 which occurred in the same quarter of last year.
  • Revenues in the Media segment in the first quarter totalled Euro 2.472 million, showing a decline of about 14% compared to the figure for the same period of 2016 (Euro 2.873 million). The difference is primarily due to the absence of the biennial exhibition held in evennumbered years Mostra Convegno Expocomfort and to lower revenues from the education market.
  • Revenues from Congresses in the first quarter totalled Euro 5.706 million compared to Euro 4.231 million in the same period of 2016. The increase is to a large extent due to the trend of congresses and conventions amongst which the most important are: Identità Golose 2017, Allianz Bank 2017, Milanofil and Festival dell'Oriente.

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:

  • Italian Exhibitions: had a gross operating profit of Euro 7.902 million compared to Euro 14.889 million in the same period of the previous financial year. The difference is primarily related to the trend of revenues and to the higher consultancy costs arising from the review of company processes as a consequence of the procedures relating to the ongoing Administration Order.
  • Foreign exhibitions: generated a gross operating profit of Euro 0.983 million representing an improvement on the Euro 0.920 million reported for the first quarter of 2016.
  • Stand-fitting services: had a gross operating profit of Euro 0.561 million compared to Euro 2.990 million in the same period of the previous year. The decline in the sector was mainly due to the trend of revenues described previously.
  • Media: produced a gross operating loss of Euro 0.248 million which was a deterioration compared to the loss of Euro 0.043 million reported for the same quarter of 2016. The decline in the quarter was mainly due to the trend of revenues described above.
  • Congresses: generated a gross operating loss of Euro 0.379 million compared to a loss of Euro 0.294 million for the same quarter of 2016. The decline is primarily attributable to the reduction in "other income" which in the same period of last year benefited from insurance settlements relating to damage to the congress centre MiCo Nord.

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.

Group personnel

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.

Significant events occurring after the end of the quarter

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.

Business outlook

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.

Accounting criteria

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.

Financial statements

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

Comments on the capital and financial position

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:

  • (a) a Euro 24.263 million increase in Current assets, that was mainly due to a Euro 20.018 million increase in Trade and other receivables. This mainly reflected the increase in Parent Company accruals relating to the second quarter rental charges for the two exhibition sites which were paid in advance in January and to the trend of revenues and receipts from exhibitions held in the quarter;
  • (b) a Euro 45.591 million increase in Current liabilities, due primarily to the net effect of:
  • an increase in Trade payables of Euro 12.956 million.
  • an increase in advances of Euro 22.690 million, which was the net of increases for advances invoiced to clients for exhibitions that are scheduled to take place in future quarters (in particular Tuttofood, Salone del Mobile, Euroluce, Bit) and a decrease in advances for exhibitions held in the first quarter of 2017 (in particular Homi January edition);
  • an increase of Euro 10.884 million in Provisions for risks and charges and other current liabilities due to higher payables to exhibition organisers.

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:

  • an increase of Euro 6.246 million in the profit before income tax for the period;
  • an increase of Euro 0.001 million in the translation reserve.

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:

  • A Euro 0.078 million reduction in the pre-tax profit for the period;
  • A Euro 0.016 million transfer to the capital account.

Information on the change in financial assets and liabilities is given in the comment on the net 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, 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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