Quarterly Report • May 13, 2016
Quarterly Report
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This document is available in the Investor Relations section of the Company website, www.fieramilano.it
This document contains a faithful translation in English of the original report in Italian "Resoconto intermedio di gestione consolidato al 31 marzo 2016".
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 2016" 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 fully paid up Companies Register, Tax code and VAT no. 13194800150 – Economic Administrative Register 1623812
Rho (Milan), 13 May 2016
| ▪ | 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 first 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 ▫ Restated Consolidated Statement of Financial Position ▫ Comments on the capital and financial position Declaration of the Manager responsible for preparing the Company's Financial Statements |
page page page page |
17 18 19 20 |
__________________________________________________________________________________
▪ Attachment 1
List of companies included in the consolidation area and other investments at 31 March 2016 page 21
__________________________________________________________________________
| Roberto Rettani | Chairperson*° |
|---|---|
| Attilio Fontana | Deputy Vice Chairman*° |
| Licia Ronzulli | Vice Chairman*° |
| Corrado Peraboni | Chief Executive Officer |
| Joyce Victoria Bigio | Director*° |
| Renato Borghi | Director° |
| Pier Andrea Chevallard | Director*° |
| Romeo Robiglio | Director |
| Vincenza Patrizia Rutigliano | Director*° |
* Independent director under the Self-Regulatory Code of the Italian stock exchange.
° Independent director under Article 148, paragraph 3 of Legislative Decree no. 58 of 24 February 1998.
Joyce Victoria Bigio Attilio Fontana Renato Borghi Romeo Robiglio Vincenza Patrizia Rutigliano Licia Ronzulli
| Federica Nolli | Chairperson | Pier Andrea Chevallard |
|---|---|---|
| Antonio Guastoni | Statutory Auditor | Ugo Lecis |
| Carmine Pallino | Statutory Auditor | Federica Nolli |
| Francesca Maria D'Alessandro | Substitute Auditor | |
| Alessandro Carlo Galli | Substitute Auditor |
The Board of Directors and the Board of Statutory Auditors were appointed at the Shareholders' Meeting of 29 April 2015 and their mandates 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, excluding only those which by law are the preserve of the Shareholders' Meeting.
The Chairman, in addition to legally representing the Company and performing the duties as required by law and by the Company's articles of association, also, in conjunction with the Chief Executive Officer, has the following responsibilities: relations with shareholders, national and international institutional relations, internationalisation activities, strategic and innovative initiatives, coordinating the work of the Board of Directors for the appointment of new Directors, verification of the implementation of the Board of Directors' resolutions and supervision of the internal audit.
The Chief Executive Officer has ordinary and extraordinary administrative powers, except for those relating to certain specific matters that include the acquisition or disposal of investments, obtaining loans that exceed 30% of the Company's equity, the stipulation of contracts for assets, excluding leases for the conduct of Company business of less than six years' duration, approval of the budget for the year, and the grant of guarantees to third parties.
Reconta Ernst & Young SpA
The mandate, given by the Shareholders' Meeting of 29 April 2014, is for the financial years 2014-2022.
The Fiera Milano Group is involved in all the characteristic phases of the exhibition and congress sector and is one of the leading international integrated companies in this sector.
__________________________________________________________________________
Its operating segments are:
The following table gives the key figures of the Group for the first quarter 2016 with comparable data for the same quarter of the previous year, as well as figures for the full year 2015.
| Full year at 31/12/15 |
Fiera Milano Group Summary of key figures (A mo unts in € ' 000) |
1st Quarter at 31/03/16 |
1st Quarter at 31/03/15 restated |
|---|---|---|---|
| 337,339 | Revenues from sales and services | 76,959 | 72,918 |
| 43,594 | Gross operating result (a) | 18,240 | 8,056 |
| 11,958 | Net operating result (EBIT) | 15,869 | 2,601 |
| 8,438 | Profit/(loss) before income tax of continuing operations | 15,657 | 1,406 |
| (1,988) | Profit/(loss) before income tax of discontinued operations | - | (3) |
| 6,450 | Profit/(loss) before income tax | 15,657 | 1,403 |
| 7,012 | - Attributable to the shareholders of the controlling entity | 15,742 | 1,763 |
| (562) | - Attributable to non-controlling interests | (85) | (360) |
| 38,086 | Cash flow before income tax for the Group and non-controlling interests (b) | 18,028 | 6,858 |
| 97,694 | Net capital employed (c) | 123,009 | 131,090 |
| covered by: | |||
| 84,572 | Equity attributable to the Group | 99,664 * | 19,372 * |
| 696 | Equity attributable to non-controlling interests | 510 * | 2,269 * |
| 12,426 | Net financial debt/(cash) | 22,835 | 109,449 |
| 7,817 | Investments (continuing operations and discontinued operations) | 2,258 | 1,129 |
| 783 | Employees (no. of permanent employees at the end of period) | 717 | 821 |
| * includes pre-tax result for the period |
(a) Gross operating profit is 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 of the figures of the consolidated financial statements at 31 M arch 2015 have been restated to reflect the requirements of IFRS 5 following the divestment of the subsidiary Interteks on 27 July 2015 and for the different classification of the use of risk provisions.
Fiera Milano Group's results for the first quarter 2016 were substantially better than those for the same period of 2015. This improvement is primarily attributable to the presence in the quarter of the biennial exhibition Mostra Convegno Expocomfort, which represented about 24% of the exhibition space utilised in the quarter in Italy, and a reduction in operating costs mainly due to rationalisation measures taken in the previous financial year. This result was partly offset by the absence of the biennial exhibition, Made Expo, which takes place in uneven numbered years.
On 23 March 2016, the Parent Company paid Euro 1.400 million for the exhibition trademark Promotion Trade Exhibition (PTE), an annual international exhibition of promotional items, corporate gifts and technologies for the personalisation of such items. This transaction forms part of the strategic policy of the Group to strengthen its portfolio of proprietary exhibitions. Fiera Milano will directly organise this exhibition, which was previously organised by a third party and hosted at its exhibition site. The exhibition will be incorporated in the Lifestyle sector and, in the medium term, will be held together with the exhibition HOMI.
The activities of the Group are highly seasonal due to the impact of biennial and multi-annual exhibitions. Given the seasonal nature of the Group's activities, the revenues and results reported in individual quarters cannot be extrapolated to calculate the full-year figures and may vary substantially from one quarter to the next.
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 2016 | 1st Quarter 2015 | Change | |||||
|---|---|---|---|---|---|---|---|---|
| of which organised | of which organised | of which organised | ||||||
| Total | by the Group | Total | by the Group | Total | by the Group | |||
| Number of exhibitions: | 23 | 7 | 29 | 13 | (6) | (6) | ||
| Italy | 19 | 3 | 19 | 3 | - | - | ||
| . annual | 18 | 3 | 18 | 3 | - | - | ||
| . biennial | 1 | - | 1 | - | - | - | ||
| . multi-annual | - | - | - | - | - | - | ||
| Foreign countries | 4 | 4 | 10 | 10 | (6) | (6) | ||
| . annual | 4 | 4 | 8 | 8 | (4) | (4) | ||
| . biennial | - | - | 2 | 2 | (2) | (2) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Number of congresses with related exhibition space |
5 | - | 9 | - | (4) | - | ||
| Net sq.metres of exhibition space: | 572,730 | 168,555 | 523,470 | 194,495 | 49,260 | (25,940) | ||
| Italy | 497,700 | 93,525 | 428,285 | 99,310 | 69,415 | (5,785) | ||
| . annual (a) | 379,305 | 93,525 | 371,280 | 99,310 | 8,025 | (5,785) | ||
| . biennial | 118,395 | - | 57,005 | - | 61,390 | - | ||
| . multi-annual | - | - | - | - | - | - | ||
| (a) of which congresses with related exhibition space | 3,640 | - | 7,750 | - | (4,110) | - | ||
| Foreign countries | 75,030 | 75,030 | 95,185 | 95,185 | (20,155) | (20,155) | ||
| . annual | 75,030 | 75,030 | 84,835 | 84,835 | (9,805) | (9,805) | ||
| . biennial | - | - | 10,350 | 10,350 | (10,350) | (10,350) | ||
| . multi-annual | - | - | - | - | - | - | ||
| Number of exhibitors: | 11,860 | 3,450 | 11,765 | 4,020 | 95 | (570) | ||
| Italy | 10,180 | 1,770 | 9,585 | 1,840 | 595 | (70) | ||
| . annual (b) | 8,640 | 1,770 | 8,675 | 1,840 | (35) | (70) | ||
| . biennial | 1,540 | - | 910 | - | 630 | - | ||
| . multi-annual | - | - | - | - | - | - | ||
| (b) of which congresses with related exhibition space | 225 | - | 510 | - | (285) | - | ||
| Foreign countries | 1,680 | 1,680 | 2,180 | 2,180 | (500) | (500) | ||
| . annual | 1,680 | 1,680 | 2,055 | 2,055 | (375) | (375) | ||
| . biennial | - | - | 125 | 125 | (125) | (125) | ||
| . multi-annual | - | - | - | - | - | - | ||
• Cash flow in the quarter (calculated as the pre-tax result plus depreciation, amortisation, provisions and adjustments to asset values) was Euro 18.028 million compared to Euro 6.858 million in the same quarter of the previous financial year.
A breakdown of the Group net financial position is shown in the following table.
| Group Net Financial Position | ||
|---|---|---|
| 31/12/15 | (Amounts in € '000) | 31/03/16 |
| 56,092 | A. Cash (including bank balances) | 16,666 |
| - | B. Other cash equivalents | - |
| - | C. Securities held for trading | - |
| 56,092 | D. Cash and cash equivalents (A+B+C) | 16,666 |
| - | E. Current financial assets | 1,002 |
| 23,481 | F. Current bank borrowings | 1,222 |
| 15,985 | G. Current portion of non-current debt | 18,399 |
| 16,036 | H. Other current financial liabilities | 6,768 |
| 15,225 | - H.1 of which Other current financial liabilities to the controlling shareholder | 6,011 |
| 55,502 | I. Current financial debt (F+G+H) | 26,389 |
| (590) | J. Current net financial debt (cash) (I-E-D) | 8,721 |
| 10,922 | K. Non-current bank borrowings | 12,020 |
| - | L. Debt securities in issue | - |
| 2,094 | M. Other non-current liabilities | 2,094 |
| 1,851 | - M.1 of which Other non current liabilities to other related parties | 1,851 |
| 13,016 | N. Non-current financial debt (K+L+M) | 14,114 |
| 12,426 | Net financial debt/(cash) from continuing operations (J+N) | 22,835 |
| - | Net financial debt/(cash) from discontinued operations | - |
| 12,426 | O. Net financial debt/(cash) | 22,835 |
Net financial debt at 31 March 2016 was Euro 22.835 million compared to Euro 12.426 million at 31 December 2015.
The increase of Euro 10.409 million in net financial debt is attributable to the trend in net working capital, largely as a result of the advance payment of the rent for the semester for the two exhibition sites to the controlling shareholder, Fondazione Fiera Milano, and to the reduction in other current liabilities for payables due to a number of exhibition organisers. This difference was partly compensated by the positive cash flow generated by operating activity during the quarter.
The key Group figures by operating segment and by geographic area are given in the following table.
| Summary of data by operating segment | |||||||
|---|---|---|---|---|---|---|---|
| Full year | and by geographic area (Amounts in € '000) |
1st Quarter | 1st Quarter | ||||
| 2015 | to 31/03/16 | to 31/03/15 restated | |||||
| Revenues from sales and services | |||||||
| % | - By operating segment: | % | % | ||||
| 277,310 | 70.5 | . Italian Exhibitions | 68,019 | 74.8 | 62,331 | 72.7 | |
| 9,376 | 2.5 | . Foreign Exhibitions | 418 | 0.5 | 531 | 0.6 | |
| 55,890 | 14.2 | . Stand-fitting Services | 15,378 | 16.9 | 12,764 | 14.9 | |
| 13,376 | 3.3 | . Media | 2,873 | 3.1 | 2,883 | 3.4 | |
| 37,446 393,398 |
9.5 100.0 |
. Congresses Total revenues gross of adjustments for inter-segment transactions |
4,231 90,919 |
4.7 100.0 |
7,196 85,705 |
8.4 100.0 |
|
| (56,059) | . Adjustments for inter-segment transactions | (13,960) | (12,787) | ||||
| 337,339 | Total revenues net of adjustments for inter-segment transactions | 76,959 | 72,918 | ||||
| - By geographic area: | |||||||
| 328,611 | 97.4 | . Italy | 76,573 | 99.5 | 72,390 | 99.3 | |
| 8,728 | 2.6 | . Foreign countries | 386 | 0.5 | 528 | 0.7 | |
| 337,339 | 100.0 | Total | 76,959 | 100.0 | 72,918 | 100.0 | |
| % | Gross operating result | % | % | ||||
| on | on | ||||||
| revenues | - By operating segment: | revenues | on revenues | ||||
| 31,931 | 11.5 | . Italian Exhibitions | 14,889 | 21.9 | 5,761 | 9.2 | |
| (1,031) | -11.0 | . Foreign Exhibitions | 698 | 167.0 | 40 | 7.5 | |
| 7,197 821 |
12.9 6.1 |
. Stand-fitting Services . Media |
2,990 (43) |
19.4 -1.5 |
1,822 (247) |
14.3 -8.6 |
|
| 4,626 | 12.4 | . Congresses | (294) | -6.9 | 656 | 9.1 | |
| 50 | . Adjustments for inter-segment transactions | - | 24 | ||||
| 43,594 | 12.9 | Total | 18,240 | 23.7 | 8,056 | 11.0 | |
| - By geographic area: | |||||||
| 45,053 | 13.7 | . Italy | 17,590 | 23.0 | 8,020 | 11.1 | |
| (1,459) | -16.7 | . Foreign countries | 650 | 168.4 | 36 | 6.8 | |
| 43,594 | 12.9 | Total | 18,240 | 23.7 | 8,056 | 11.0 | |
| % | Net operating result (EBIT) | % | % | ||||
| on | on | ||||||
| revenues | - By operating segment: | revenues | on revenues | ||||
| 18,204 | 6.6 | . Italian Exhibitions | 13,595 | 20.0 | 1,907 | 3.1 | |
| (11,100) | -118.4 | . Foreign Exhibitions | 482 | 115.3 | (197) | -37.1 | |
| 5,221 | 9.3 | . Stand-fitting Services | 2,604 | 16.9 | 1,392 | 10.9 | |
| (2,138) | -16.0 | . Media | (260) | -9.0 | (475) | -16.5 | |
| 1,764 | 4.7 | . Congresses | (540) | -12.8 | (34) | -0.5 | |
| 7 | . Adjustments for inter-segment transactions | (12) | 8 | ||||
| 11,958 | 3.5 | Total | 15,869 | 20.6 | 2,601 | 3.6 | |
| - By geographic area: | |||||||
| 23,530 | 7.2 | . Italy | 15,447 | 20.2 | 2,819 | 3.9 | |
| (11,572) 11,958 |
-132.6 3.5 |
. Foreign countries Total |
422 15,869 |
109.3 20.6 |
(218) 2,601 |
-41.3 3.6 |
|
| Employees | |||||||
| (no. of permanent employees at the end of the period) | |||||||
| % | - By operating segment: | % | % | ||||
| 448 | 57.2 | . Italian Exhibitions | 418 | 58.3 | 440 | 53.5 | |
| 154 | 19.7 | . Foreign Exhibitions | 142 | 19.8 | 195 | 23.8 | |
| 54 | 6.9 | . Stand-fitting Services | 53 | 7.4 | 54 | 6.6 | |
| 90 | 11.5 | . Media | 68 | 9.5 | 95 | 11.6 | |
| 37 | 4.7 | . Congresses | 36 | 5.0 | 37 | 4.5 | |
| 783 | 100.0 | Total | 717 | 100.0 | 821 | 100.0 | |
| - By geographic area: | |||||||
| 629 | 80.3 | . Italy | 575 | 80.2 | 626 | 76.2 | |
| 154 | 19.7 | . Foreign countries | 142 | 19.8 | 195 | 23.8 | |
| 783 | 100.0 | Total | 717 | 100.0 | 821 | 100.0 | |
| Some figures in the consolidated financial statements at 31 March 2015 have been restated to reflect the requirements of IFRS 5 following the divestment of the subsidiary Interteks on 27 |
Revenues from sales and services gross of adjustments for transactions among the five operating segments of the Group were Euro 90.919 million, an increase of Euro 5.214 million compared to the figure for the first quarter of 2015.
July 2015 and for the different classification of the use of risk provisions.
The Group gross operating profit in first quarter 2016 was Euro 18.240 million, an increase compared to the result for the first quarter of 2015 (Euro 8.056 million). The breakdown by operating segment was as follows:
The net operating profit (EBIT) of the five operating segments in the first quarter 2016 was Euro 15.869 million compared to Euro 2.601 million in the same period of the previous year. It reflected the trend in the gross operating profit and lower amortisation charges in the period following the completion of the amortisation of certain asset groups of the Parent Company and an extension of the depreciation period for improvements carried out by Fiera Milano Congressi to the MiCo congress centre. These were made following the extension of the lease, which now expires in 2023. These positive effects were further enhanced by the absence of the adverse effect on the results of the first quarter of 2015 from the provision made by the Parent Company for an indemnity payable to the outgoing Chief Executive Officer.
The first quarter 2015 breakdown by geographic area reveals that revenues from foreign activities was Euro 0.386 million, a decline of about 27% compared to the figure for the same period of the previous year (Euro 0.528 million). The gross operating profit was Euro 0.650 million, an increase of Euro 0.614 million compared to the result for the same period of the previous year. The improvement was due to the reduction in operating costs following the restructuring, mainly in Brazil. The net operating profit (EBIT) was Euro 0.422 million compared to a net operating loss of Euro 0.218 million in the comparable period.
During the quarter under review, nineteen exhibitions and five congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 497,700 square metres, compared to 428,285 square metres in the same period of the preceding financial year, whilst the number of exhibitors rose from 9,585 in the first quarter 2015 to 10,180 in the first quarter 2016.
Exhibitions directly organised by the Group in Italy and abroad occupied 168,555 square metres of net exhibition space, 29% of the total space occupied.
| Italian exhibition portfolio | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | ||||||||
| Annual Exhibitions: | Quarter to 31/03/16 |
Quarter to 31/03/15 |
Quarter to 31/03/14 |
Quarter to 31/03/16 |
Quarter to 31/03/15 |
Quarter to 31/03/14 |
|||
| Directly organised | |||||||||
| - Bit | 13,505 | 15,335 | 13,750 | 380 | 405 | 280 | |||
| - HOMI I semester | 77,785 | 81,200 | 82,210 | 1,285 | 1,305 | 1,275 | |||
| - Milano Pret A Porter Spring | 2,235 | 2,775 | 2,125 | 105 | 130 | 105 | |||
| - Miart | a) | a) | 6,360 | a) | a) | 155 | |||
| Total annual exhibitions directly organised | 93,525 | 99,310 | 104,445 | 1,770 | 1,840 | 1,815 | |||
| Hosted | |||||||||
| - Cartoomics | 8,310 | 9,855 | 8,000 | 310 | 190 | 225 | |||
| - Esposizione Internazionale Canina | 15,000 | b) | 15,000 | 50 | b) | 45 | |||
| - Fa la cosa giusta | 9,350 | 7,845 | 8,500 | 695 | 630 | 600 | |||
| - Hobby Show (I semester) | 1,815 | 3,425 | 5,000 | 90 | 115 | 110 | |||
| - LineaPelle I semester | 43,710 | 41,640 | - | 1,015 | 945 | - | |||
| - Mido | 46,470 | 43,645 | 40,700 | 1,075 | 990 | 910 | |||
| - Mifur | 12,080 | 13,350 | 16,885 | 150 | 170 | 190 | |||
| - Milano Auto Classica | 20,965 | 16,440 | a) | 290 | 245 | a) | |||
| - Milano Unica (Spring) | 18,165 | 18,020 | 18,390 | 390 | 380 | 400 | |||
| - Mipel (March) | 8,305 | 10,060 | 12,120 | 250 | 285 | 355 | |||
| - My Plant & Garden | 13,855 | 9,330 | - | 345 | 285 | - | |||
| - Promotion Trade Exhibition | 4,515 | 4,235 | 4,095 | 140 | 130 | 125 | |||
| - Simac Tanning-Tech | 14,900 | 15,200 | - | 270 | 275 | - | |||
| - Super (Spring) | 1,275 | 1,600 | - | 150 | 180 | - | |||
| - The Micam (Spring) | 63,425 | 67,075 | 67,910 | 1,425 | 1,425 | 1,490 | |||
| - Promotion Expo | b) | b) | 3,195 | b) | b) | 140 | |||
| - Technology Hub (3D Print Hub) | a) | 2,500 | - | a) | 80 | - | |||
| Total annual exhibitions hosted | 282,140 | 264,220 | 199,795 | 6,645 | 6,325 | 4,590 | |||
| Total annual Exhibitions | 375,665 | 363,530 | 304,240 | 8,415 | 8,165 | 6,405 | |||
| Biennial Exhibitions: | |||||||||
| Hosted | |||||||||
| - Mostra Convegno Expocomfort | 118,395 | - | 125,265 | 1,540 | - | 1,540 | |||
| - Made Expo | - | 57,005 | - | - | 910 | - | |||
| Total biennial exhibitions hosted | 118,395 | 57,005 | 125,265 | 1,540 | 910 | 1,540 | |||
| Total biennial exhibitions | 118,395 | 57,005 | 125,265 | 1,540 | 910 | 1,540 | |||
| TOTAL EXHIBITIONS | 494,060 | 420,535 | 429,505 | 9,955 | 9,075 | 7,945 | |||
| - Congresses with related exhibition space | 3,640 | 7,750 | 5,455 | 225 | 510 | 420 | |||
| TOTAL | 497,700 | 428,285 | 434,960 | 10,180 | 9,585 | 8,365 | |||
| a) The exhibition was held/will be held in the second quarter b) The exhibition did not take place |
Details of exhibitions held in Italy are given in the following table.
During the first quarter 2016, four exhibitions were held in exhibition sites abroad and the net exhibition space occupied totalled 75,030 square metres (in the first quarter 2015, the figure was 95,185 square metres). The number of exhibitors was 1,680 (2,180 in the first quarter 2015).
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 31/03/16 |
Quarter to 31/03/15 |
Quarter to 31/03/14 |
Quarter to 31/03/16 |
Quarter to 31/03/15 |
Quarter to 31/03/14 |
||
| Annual exhibitions directly organised in China | ||||||||
| - Chinafloor Domotex Shanghai | 64,000 | 63,985 | 60,210 | 1,260 | 1,260 | 1,050 | ||
| - GITF International Tour Guangzhou | 6,200 | 5,180 | 4,715 | 210 | 215 | 210 | ||
| - The Micam Shanghai I semester | a) | 2,900 | 2,940 | a) | 150 | 155 | ||
| Total annual exhibitions directly organised in China | 70,200 | 72,065 | 67,865 | 1,470 | 1,625 | 1,415 | ||
| Annual exhibitions directly organised in India | ||||||||
| - Food Hospitality World Mumbai | 2,840 | 3,195 | 2,390 | 160 | 175 | 155 | ||
| Total annual exhibitions directly organised in India | 2,840 | 3,195 | 2,390 | 160 | 175 | 155 | ||
| Annual exhibitions directly organised in Turkey | ||||||||
| - Beauty & Care Istanbul | b) | 5,670 | 5,930 | b) | 140 | 125 | ||
| - Home & Garden Istanbul | b) | c) | 3,015 | b) | c) | 65 | ||
| - Pro-Show | b) | 1,430 | 1,870 | b) | 20 | 15 | ||
| Total annual exhibitions directly organised in Turkey | - | 7,100 | 10,815 | - | 160 | 205 | ||
| Annual exhibitions directly organised in South Africa | ||||||||
| - Capetown Art Fair | 1,990 | 1,100 | 850 | 50 | 40 | 45 | ||
| Total annual exhibitions directly organised in South Africa | 1,990 | 1,100 | 850 | 50 | 40 | 45 | ||
| Annual exhibitions directly organised in Brazil | ||||||||
| - Food Hospitality World | a) | 1,375 | - | a) | 55 | - | ||
| - Fast Bahia | a) | a) | 250 | a) | a) | 25 | ||
| - Fast Rio de Janeiro | a) | a) | 180 | a) | a) | 20 | ||
| Total annual exhibitions directly organised in Brazil | - | 1,375 | 430 | - | 55 | 45 | ||
| Total annual Exhibitions | 75,030 | 84,835 | 82,350 | 1,680 | 2,055 | 1,865 | ||
| Biennial Exhibitions: | ||||||||
| Biennial exhibitions directly organised in China | ||||||||
| - WoodMac China | - | 9,565 | - | - | 80 | - | ||
| Total biennial exhibitions directly organised in China | - | 9,565 | - | - | 80 | - | ||
| Biennial exhibitions directly organised in Singapore | ||||||||
| - Rehabtech Asia ° | - | 785 | - | - | 45 | - | ||
| Total biennial ehibitions directly organised in Singapore | - | 785 | - | - | 45 | - | ||
| Total biennial Exhibitions | - | 10,350 | - | - | 125 | - | ||
| TOTAL EXHIBITIONS | 75,030 | 95,185 | 82,350 | 1,680 | 2,180 | 1,865 | ||
| ° 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
c) The exhibition in previuous year was held in subsequent quarters
At 31 March 2016, Group employees totalled 717. The breakdown compared to 31 March 2015 and 31 December 2015 was as follows:
| 31/12/15 | Permanent employees at end of period (units) |
31/03/16 | 31/03/15 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
Total | Italy | Foreign countries |
|
| Fully consolidated companies: | |||||||||
| 38 | 35 | 3 | 33 | 30 | 3 | 46 | 39 | 7 | |
| Executives | |||||||||
| 687 | 594 | 93 | Managers and White collar workers (including Journalists) | 619 | 534 | 85 | 713 | 587 | 126 |
| 725 | 629 | 96 | Total | 652 | 564 | 88 | 759 | 626 | 133 |
| Equity-accounted companies (a): | |||||||||
| 2 | - | 2 | Executives | 3 | 1 | 2 | 2 | - | 2 |
| 56 | - | 56 | White collar workers | 62 | 10 | 52 | 60 | - | 60 |
| 58 | - | 58 | Total | 65 | 11 | 54 | 62 | - | 62 |
| 783 | 629 | 154 | TOTAL | 717 | 575 | 142 | 821 | 626 | 195 |
| (a) the indicated data corresponds to the pro-quota of total employees |
Compared to the figure at 31 December 2015 there was a net reduction of 66 in the number of permanent employees mainly due the early retirement programmes for Parent Company employees and the reorganisation of the subsidiary, Fiera Milano Media, which began in the second half of 2015, the effects of which began to become evident in the first quarter 2016.
The Ordinary Shareholders' Meeting of the Parent Company was held on 28 April 2016. The Meeting approved the Financial Statements at 31 December 2015; the resolution to cover the loss for the financial year of Euro 1,456,383.56 through utilisation of the share price premium reserve; to cover the residual loss of the preceding financial year of Euro 19,712,224.63 through utilisation of the share premium reserve; and also to re-instate the legal reserve pursuant to Article 2430 paragraph 2 of the Italian Civil Code in the amount of Euro 8,489,028.20 through utilisation of the share 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 2017-2023 Stock Option Plan prepared in accordance with Article 114-bis of Legislative Decree 58/98 and granted approval for the purchase and sale of treasury shares.
The Group remains committed to its strategy to increase the share of directly organised exhibitions and its penetration in sectors in which it already has a presence whilst also expanding horizontally in these sectors. Fiera Milano's prime objectives also include increasing the participation of international exhibitors and buyers.
In foreign markets the Group aims to consolidate its exhibition portfolio through a selective focus on exhibitions in countries and industrial sectors with high potential while optimising its presence in specific countries also through partnerships with leading international exhibition operators.
However, the results for 2016 will reflect a less favourable exhibition calendar than the previous year in Italy due to the absence of important directly organised biennial and multi-year exhibitions, while benefiting from rationalisation initiatives that have already been implemented.
In the absence of currently unforeseeable events or circumstances, the Group's medium-term forecasts are for an improvement in gross operating margin from 2017 compared to the current year as it takes advantage of business development opportunities and the potential deriving from the improved economic outlook in core markets.
The strengthening of the Group's financial and capital structure following the recent corporate recapitalisation should also support the Group's planned investment and growth.
The 2016 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 financial, economic and capital data have been prepared in compliance with the disclosure and valuation requirements of the International Accounting Standards IAS/IFRS, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.
The measurement and recognition criteria used to prepare the Financial Statements for the first quarter 2016 are the same as those used for the Consolidated Financial Statements for the financial year at 31 December 2015, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2016, to which reference should be made.
The Consolidated Interim Financial Statements have been prepared on the basis of the accounting situation at 31 March 2016 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 Financial Statements to 31 March 2016 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 Financial Statements at 31 March 2016 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 2016 is given in Attachment 1.
The present Consolidated Interim Management Report has not been subject to legal audit.
| Full year to 31/12/15 |
Consolidated Income Statement (Amounts in €'000) |
1st Quarter to 31/03/16 |
1st Quarter to 31/03/15 restated |
|||
|---|---|---|---|---|---|---|
| % | % | % | ||||
| 337,339 | 100 | Revenues from sales and services | 76,959 | 100 | 72,918 | 100 |
| 4,859 | 1.4 | Cost of materials | 768 | 1.0 | 961 | 1.3 |
| 165,870 | 49.2 | Cost of services | 34,795 | 45.2 | 36,493 | 50.0 |
| 61,419 | 18.2 | Costs for use of third party assets | 12,397 | 16.1 | 15,027 | 20.6 |
| 61,675 | 18.3 | Personnel expenses | 11,440 | 14.9 | 13,233 | 18.1 |
| 5,753 | 1.7 | Other operating expenses | 1,377 | 1.8 | 1,193 | 1.6 |
| 299,576 | 88.8 | Total operating costs | 60,777 | 79.0 | 66,907 | 91.8 |
| 3,003 | 0.9 | Other income | 874 | 1.1 | 587 | 0.8 |
| 2,828 | 0.8 | Results of equity-accounted companies | 1,184 | 1.5 | 1,458 | 2.0 |
| 43,594 | 12.9 | Gross operating result | 18,240 | 23.7 | 8,056 | 11.0 |
| 12,315 | 3.7 | Depreciation and amortisation | 2,003 | 2.6 | 3,218 | 4.4 |
| 8,179 | 2.4 | Allowance for doubtful accounts and other provisions | 368 | 0.5 | 2,237 | 3.1 |
| 11,142 | 3.3 | Adjustments to asset values | - | - | - | - |
| 11,958 | 3.5 | Net operating result (EBIT) | 15,869 | 20.6 | 2,601 | 3.6 |
| (3,520) | -1.0 | Financial income/(expenses) | (212) | -0.3 | (1,195) | -1.6 |
| 8,438 | 2.5 | Profit/(loss) before income tax from continuing operations | 15,657 | 20.3 | 1,406 | 1.9 |
| (1,988) | -0.6 | Profit/(loss) before income tax from discontinued operations | - | - | (3) | - |
| 6,450 | 1.9 | Profit/(loss) before income tax | 15,657 | 20.3 | 1,403 | 1.9 |
| 7,012 | 2.1 | - attributable to the shareholders of the controlling entity | 15,742 | 20.5 | 1,763 | 2.4 |
| (562) | -0.2 | - attributable to non-controlling interests | (85) | -0.1 | (360) | -0.5 |
| 38,086 | 11.3 | Cash flow before income tax for the Group and non-controlling interests | 18,028 | 23.4 | 6,858 | 9.4 |
Some figures in the consolidated financial statements at 31 March 2015 have been restated to reflect the requirements of IFRS 5 following the divestment of the subsidiary Interteks on 27 July 2015 and for the different classification of the use of risk provisions.
| Reclassified Consolidated Statement of Financial Position | ||||
|---|---|---|---|---|
| (Amounts in €'000) | 31/03/16 | 31/12/15 | Change | |
| Goodwill and intangible assets with an indefinite useful life | 101,541 | 104,945 | (3,404) | |
| Intangible assets with a finite useful life | 30,128 | 29,408 | 720 | |
| Tangible fixed assets | 14,490 | 14,755 | (265) | |
| Other non-current assets | 37,103 | 33,194 | 3,909 | |
| A | Non-current assets | 183,262 | 182,302 | 960 |
| Inventories | 2,827 | 1,884 | 943 | |
| Trade and other receivables | 76,031 | 63,932 | 12,099 | |
| Other current assets | - | - | - | |
| B | Current assets | 78,858 | 65,816 | 13,042 |
| Trade payables | 48,584 | 49,267 | (683) | |
| Pre-payments | 35,452 | 34,880 | 572 | |
| Tax liabilities | 3,546 | 5,168 | (1,622) | |
| Provisions for risks and charges and other current liabilities | 33,693 | 41,385 | (7,692) | |
| C | Current liabilities | 121,275 | 130,700 | (9,425) |
| D | Net working capital (B - C) | (42,417) | (64,884) | 22,467 |
| E | Gross capital employed (A + D) | 140,845 | 117,418 | 23,427 |
| Employee benefit provisions | 8,684 | 10,672 | (1,988) | |
| Provisions for risks and charges and other non-current liabilities | 9,152 | 9,052 | 100 | |
| F | Non-current liabilities | 17,836 | 19,724 | (1,888) |
| G | NET CAPITAL EMPLOYED continuing operations (E - F) | 123,009 | 97,694 | 25,315 |
| H | NET CAPITAL EMPLOYED assets held for sale | - | - | - |
| TOTAL NET CAPITAL EMPLOYED (G + H) | 123,009 | 97,694 | 25,315 | |
| covered by: | ||||
| Equity attributable to the Group | 99,664 (*) | 84,572 | 15,092 | |
| Equity attributable to non-controlling interests | 510 (*) | 696 | (186) | |
| I | Total equity | 100,174 | 85,268 | 14,906 |
| Cash & cash equivalents | (16,666) | (56,092) | 39,426 | |
| Current financial (assets)/liabilities | 25,387 | 55,502 | (30,115) | |
| Non-current financial (assets)/liabilities | 14,114 | 13,016 | 1,098 | |
| Net financial position (continuing operations) | 22,835 | 12,426 | 10,409 | |
| Net financial position (assets held for sale) | - | - | - | |
| L | Net financial position (TOTAL) | 22,835 | 12,426 | 10,409 |
| EQUITY AND NET FINANCIAL POSITION (I + L) | 123,009 | 97,694 | 25,315 | |
| (*) includes pre-tax result for the period |
Non-current assets totalled Euro 183.262 million at 31 March 2016 compared to Euro 182.302 million at 31 December 2015. The increase of Euro 0.960 million is attributable to the net effect of investments of Euro 2.258 million, depreciation and amortisation of Euro 2.003 million, a negative foreign exchange translation effect of Euro 0.307 million, changes in equity accounted investments of Euro 1.184 million and a negative figure for other movements totalling Euro 0.172 million.
Net working capital moved from a negative figure of Euro 64.884 million at 31 December 2015 to a negative figure of Euro 42.417 million at 31 March 2016.
The change of Euro 22.467 million was due to the following:
At 31 March 2016, non-current liabilities totalled Euro 17.836 million compared to Euro 19.724 million at 31 December 2015. The reduction of Euro 1.888 million was principally due to the liquidation of employee leaving indemnities in the quarter.
Group equity at 31 March 2016 was Euro 99.664 million compared to Euro 84.572 million at 31 December 2015. The increase of Euro 15.092 million reflected the effect of the following:
Equity attributable to non-controlling interests at 31 March 2016 was Euro 0.510 million compared to Euro 0.696 million at 31 December 2015. The decline of Euro 0.186 million reflects:
Information on the change in financial assets and liabilities is given in the comment on the financial position.
The Manager responsible for preparing the Company's financial statements, Flaminio Oggioni, in accordance with paragraph 2 of Article 154-bis of the Consolidated Finance Act, herewith declares that the accounting information in the present Interim Management Report is consistent with the Company's official documents, books and accounting records.
*****
| List of companies included in the consolidation area and other investments at 31 March 2016 | Attachment 1 | |||||
|---|---|---|---|---|---|---|
| Shareholding % | Directly held by |
Indirectly held through |
Shareholding of Group companies | |||
| Share capital | Group | Fiera | 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 | ||
| 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 \$ 36,014 | 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 \$ 705 | 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" | Organisation of exhibitions | |||||
| Moscow, 24 A/1 ul. B. Cherkizovskaya | outside of Italy | RUB 10,000 | 100 | 100 | 100 Fiera Milano SpA | |
| Fiera Milano Exhibitions Africa Pty Ltd | Organisation of exhibitions | |||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | outside of Italy | ZAR 0.2 | 100 | 100 | 100 Fiera Milano SpA | |
| Worldex (China) Exhibition & Promotion Ltd | Organisation of exhibitions | |||||
| Guangzhou, 538 Dezheng Bei Road, Yuexiu District | 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 | 74.25 | 99 | 99 Worldex Ltd | |
| B) List of jointly controlled companies equity-accounted | ||||||
| Hannover Milano Global Germany GmbH | Organisation of exhibitions | |||||
| Hannover Germany, Messegelaende | outside of Italy | 49 25 | 49 | 49 Fiera Milano SpA | ||
| Hannover Milano Fairs Shanghai Co. Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| Shanghai China, Pudong Office Tower | outside of Italy | USD 500 | 49 | 100 | 100 Germany GmbH |
|
| Hannover Milano Fairs China Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| Hong Kong China, Golden Gate Building | outside of Italy | HKD 10 | 49 | 100 | 100 Germany GmbH |
|
| Hannover Milano Fairs India Pvt Ltd | ||||||
| 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 | 1,403 | 2 | 2 | 2 Fiera Milano Media SpA | |
| (*) Euro or other currencies as specifically indicated |
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