Quarterly Report • May 11, 2015
Quarterly Report
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(1st Quarter 2015)
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 2015".
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 2015" 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 42,147,437.00 fully paid up Companies Register, Tax code and VAT no. 13194800150 – Economic Administrative Register 1623812
Rho (Milan), 11 May 2015
| ▪ | Corporate Bodies and Independent Audit Firm | page | 3 |
|---|---|---|---|
| ▪ | Business model | page | 4 |
| ▪ | Group structure | page | 5 |
| ▪ | Report on operations in the first quarter 2015 ▫ 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 |
page page page |
17 18 19 |
| ▪ | Declaration of the Manager responsible for preparing the Company's financial statements |
page | 20 |
| ▪ | Attachment 1 | ||
| List of companies included in the area of consolidation and other equity investments at 31 March 2015 |
page | 21 |
__________________________________________________________________________________
__________________________________________________________________________
* 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 Federica Nolli Carmine Pallino Statutory Auditor Ugo Lecis Francesca Maria D'Alessandro Substitute Auditor Alessandro Carlo Galli Substitute Auditor
Flaminio Oggioni
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 main figures of the Group for the first quarter 2015 with comparable data for the same quarter of the previous year, as well as figures for the full year 2014.
| Full Year at 31/12/14 |
Fiera Milano Group Summary of key figures (A mo unts in € ' 000) |
1st Quarter at 31/03/15 |
1st Quarter at 31/03/14 |
|---|---|---|---|
| 245,457 | Revenues from sales and services | 73,760 | 74,763 |
| (3,338) (18,793) |
Gross operating result (a) Net operating result (EBIT) |
7,079 2,618 |
7,712 5,228 |
| (23,692) | Profit/(loss) before income tax | 1,403 | 3,925 |
| (23,565) (127) |
- Attributable to the shareholders of the controlling entity - Attributable to non-controlling interests |
1,763 (360) |
4,063 (138) |
| (8,237) | Cash flow before income tax for the Group and non-controlling interests (b) | 5,864 | 6,409 |
| 141,355 | Net capital employed (c) | 131,090 | 155,216 |
| 17,034 | covered by: Equity attributable to the Group |
19,372 * | 38,952 * |
| 2,654 | Equity attributable to non-controlling interests | 2,269 * | 3,016 * |
| 121,667 | Net financial debt/(cash) | 109,449 | 113,248 |
| 8,515 | Investments (continuing operations and discontinued operations) | 1,129 | 1,841 |
| 807 | Employees (no. of permanent employees at the end of period) | 821 | 838 |
| * includes pre-tax result for the period | |||
| (a) Gross operating result is 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 and provisions.
(c) Net capital employed is the sum of non-current assets, non-current liabilities and net working capital.
The results for the first quarter 2015 were lower than those for the same period of 2014. This mainly reflects the different exhibition calendar, which, in the first quarter of the previous financial year, included Mostra Convegno Expocomfort, a biennial exhibition held in evennumbered years. This effect was in part compensated by the presence of the biennial exhibition Made Expo; by Lineapelle, a six-monthly exhibition which had its first edition in the Rho exhibition site in the second half of 2014; and a good performance of the congress segment.
The Simac Tanning-Tech exhibition for footwear and leather goods manufacturing technology was held for the first time in the fieramilano exhibition site as was My Plant & Garden, a B2B floriculture exhibition. The new fair, 3D Print Hub, for 3D printing was held in the fieramilanocity site.
For Expo 2015, Fiera Milano turned the concept of the Thematic Areas (the Pavilion Zero, the Future Food District, the Children's Park, and the Biodiversity Park) into an executive plan: the Thematic Areas elaborate in different ways and to varying degrees the main theme of EXPO 2015 "Feeding the Planet – Energy for Life" through exhibitions and dedicated installations.
Fiera Milano has also designed the furnishing of the Italian Pavilion and of the Cluster exhibition spaces for Expo 2015 and has built the exhibition stands of several of the countries taking part in Expo 2015.
The total revenues figure shown for these contracts in the first quarter are Euro 1.545 million as the amount of revenues to be recognised has been determined according to the "percentage of completion method".
In the first quarter 2015, the subsidiaries Nolostand and Fiera Milano Congressi won contracts worth approximately Euro 7.500 million from Expo 2015 for stand-fittings and for managing events in the Congress Centre and in the Auditorium of Expo 2015.
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 results for the first quarter 2015 reveals the following trends:
• Revenues from sales and services totalled Euro 73.760 million and were almost in line with the figure for the same period of the previous financial year (Euro 74.763 million). The change in revenues mainly reflected the different exhibition calendar and the absence of the important biennial exhibition held in even-numbered years, Mostra Convegno Expocomfort, which was held in the first quarter 2014. This absence was only in part compensated by the presence of the biennial exhibition Made Expo; by Lineapelle, a six-monthly exhibition that was held for the first time in the Rho exhibition site in the second part of 2014; and the positive performance of the congress segment.
The total square metres occupied by the exhibitions belonging to the Fiera Milano Group held in the quarter under review are shown in the table on the following page.
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 2015 | 1st Quarter 2014 | Change | ||||
|---|---|---|---|---|---|---|---|
| Organised | Organised | Organised | |||||
| Total | by the Group | Total | by the Group | Total | by the Group | ||
| Number of exhibitions: | 29 | 13 | 26 | 14 | 3 | (1) | |
| Italy | 19 | 3 | 16 | 4 | 3 | (1) | |
| . annual | 18 | 3 | 15 | 4 | 3 | (1) | |
| . biennial | 1 | - | 1 | - | - | - | |
| . multi-annual | - | - | - | - | - | - | |
| Foreign countries | 10 | 10 | 10 | 10 | - | - | |
| . annual | 8 | 8 | 10 | 10 | (2) | (2) | |
| . biennial | 2 | 2 | - | - | 2 | 2 | |
| . multi-annual | - | - | - | - | - | - | |
| Number of congresses with related exhibition space |
9 | - | 7 | - | 2 | - | |
| Net sq.metres of exhibition space: | 527,080 | 198,250 | 517,310 | 186,795 | 9,770 | 11,455 | |
| Italy | 428,140 | 99,310 | 434,960 | 104,445 | (6,820) | (5,135) | |
| . annual (a) | 371,200 | 99,310 | 309,695 | 104,445 | 61,505 | (5,135) | |
| . biennial | 56,940 | - | 125,265 | - | (68,325) | - | |
| . multi-annual | - | - | - | - | - | - | |
| (a) of which congresses with related exhibition space | 7,750 | - | 5,455 | - | 2,295 | - | |
| Foreign countries | 98,940 | 98,940 | 82,350 | 82,350 | 16,590 | 16,590 | |
| . annual | 87,215 | 87,215 | 82,350 | 82,350 | 4,865 | 4,865 | |
| . biennial | 11,725 | 11,725 | - | - | 11,725 | 11,725 | |
| . multi-annual | - | - | - | - | - | - | |
| Number of exhibitors: | 11,795 | 4,030 | 10,230 | 3,680 | 1,565 | 350 | |
| Italy | 9,595 | 1,830 | 8,365 | 1,815 | 1,230 | 15 | |
| . annual (b) | 8,685 | 1,830 | 6,825 | 1,815 | 1,860 | 15 | |
| . biennial | 910 | - | 1,540 | - | (630) | - | |
| . multi-annual | - | - | - | - | - | - | |
| (b) of which congresses with related exhibition space | 510 | - | 420 | - | 90 | - | |
| Foreign countries | 2,200 | 2,200 | 1,865 | 1,865 | 335 | 335 | |
| . annual | 1,950 | 1,950 | 1,865 | 1,865 | 85 | 85 | |
| . biennial | 250 | 250 | - | - | 250 | 250 | |
| . multi-annual | - | - | - | - | - | - |
The Net operating profit (EBIT) for the quarter was Euro 2.618 million compared to Euro 5.228 million in the first quarter 2014. The decrease of Euro 2.610 million mainly reflects the aforementioned change in the gross operating profit and higher provisions for risk and charges in the Parent Company for the indemnity of Euro 1.451 payable to the previous Chief Executive Officer and also to cover loss-making exhibitions.
The Profit before income tax was Euro 1.403 million compared to Euro 3.925 million in the first quarter 2014. The Profit before income tax attributable to the controlling shareholder was Euro 1.763 million (Euro 4.063 million in the first quarter 2014) and there was a pre-tax loss of Euro 0.360 million attributable to non-controlling interests (a pre-tax loss of Euro 0.138 million in first quarter 2014).
The Group net financial position and its breakdown are shown in the following table.
| 31/12/14 | Group Net Financial Position (Amounts in € '000) |
31/03/15 |
|---|---|---|
| 12,276 | A. Cash (including bank balances) | 16,691 |
| - | B. Other cash equivalents | - |
| - | C. Securities held for trading | - |
| 12,276 | D. Cash and cash equivalents (A+B+C) | 16,691 |
| - | E. Current financial assets | - |
| 62,908 | F. Current bank borrowings | 42,906 |
| 19,986 | G. Current portion of non-current debt | 20,005 |
| 22,150 | H. Other current financial liabilities | 36,394 |
| 21,683 | - H.1 of which Other current financial liabilities to the controlling shareholder | 35,988 |
| 300 | - H.2 of which Other current financial liabilities to other related parties | 300 |
| 105,044 | I. Current financial debt (F+G+H) | 99,305 |
| 92,768 | J. Current net financial debt (cash) (I-E-D) | 82,614 |
| 26,898 | K. Non-current bank borrowings | 24,903 |
| - | L. Debt securities in issue | - |
| 2,001 | M. Other non-current liabilities | 1,932 |
| 1,781 | - M.1 of which Other non current liabilities to other related parties | 1,796 |
| 28,899 | N. Non-current financial debt (K+L+M) | 26,835 |
| 121,667 | Net financial debt/(cash) from continuing operations (J+N) | 109,449 |
| - | Net financial debt/(cash) from discontinued operations | - |
| 121,667 | O. Net financial debt/(cash) | 109,449 |
Net debt at 31 March 2015 was Euro 109.449 million compared to Euro 121.667 million at 31 December 2014.
The Euro 12.218 million decrease in net debt was due to the positive cash flow generated in the first quarter and to the cash flows from net working capital from pre-payments and cash-in for exhibitions held in the quarter under review or due to be held in subsequent months.
The key Group figures by operating segment and by geographic area are given in the following table.
| Full year | Summary of data by operating segment and by geographic area (Amounts in € '000) |
1st Quarter | 1st Quarter | |||
|---|---|---|---|---|---|---|
| 2014 | to 31/03/15 | to 31/03/14 | ||||
| Revenues from sales and services | ||||||
| % | - By operating segment: | % | % | |||
| 181,098 | 63.9 | . Italian Exhibitions | 62,331 | 72.1 | 65,772 | 74.2 |
| 18,786 | 6.7 | . Foreign Exhibitions | 1,397 | 1.6 | 1,334 | 1.5 |
| 33,389 | 11.8 | . Stand-fitting Services | 12,764 | 14.7 | 12,938 | 14.6 |
| 12,334 | 4.3 | . Media | 2,883 | 3.3 | 3,015 | 3.4 |
| 37,835 | 13.3 | . Congresses | 7,196 | 8.3 | 5,585 | 6.3 |
| 283,442 | 100.0 | Total revenues gross of adjustments for inter-segment transactions | 86,571 | 100.0 | 88,644 | 100.0 |
| (37,985) | . Adjustments for inter-segment transactions | (12,811) | (13,881) | |||
| 245,457 | Total revenues net of adjustments for inter-segment transactions | 73,760 | 74,763 | |||
| - By geographic area: | ||||||
| 227,150 | 92.5 | . Italy | 72,390 | 98.1 | 73,433 | 98.2 |
| 18,307 | 7.5 | . Foreign countries | 1,370 | 1.9 | 1,330 | 1.8 |
| 245,457 | 100.0 | Total | 73,760 | 100.0 | 74,763 | 100.0 |
| % | Gross operating result | % | % | |||
| on | on | on | ||||
| revenues | - By operating segment: | revenues | revenues | |||
| (12,894) | -7.1 | . Italian Exhibitions | 5,387 | 8.6 | 5,407 | 8.2 |
| 1,088 | 5.8 | . Foreign Exhibitions | 82 | 5.9 | 63 | 4.7 |
| 1,895 | 5.7 | . Stand-fitting Services | 1,321 | 10.3 | 2,181 | 16.9 |
| 415 | 3.4 | . Media | (312) | -10.8 | (211) | -7.0 |
| 6,045 | 16.0 | . Congresses | 601 | 8.4 | 229 | 4.1 |
| 113 | . Adjustments for inter-segment transactions | 43 | ||||
| (3,338) | -1.4 | Total | 7,079 | 9.6 | 7,712 | 10.3 |
| - By geographic area: | ||||||
| (4,131) | -1.8 | . Italy | 7,025 | 9.7 | 7,665 | 10.4 |
| 793 | 4.3 | . Foreign countries | 54 | 3.9 | 47 | 3.5 |
| (3,338) | -1.4 | Total | 7,079 | 9.6 | 7,712 | 10.3 |
| % | Net operating result (EBIT) | % | % | |||
| on | on | on | ||||
| revenues | - By operating segment: | revenues | revenues | |||
| (18,312) | -10.1 | . Italian Exhibitions | 1,907 | 3.1 | 4,248 | 6.5 |
| (118) | -0.6 | . Foreign Exhibitions | (145) | -10.4 | (166) | -12.4 |
| 365 | 1.1 | . Stand-fitting Services | 1,392 | 10.9 | 1,716 | 13.3 |
| (4,120) | -33.4 | . Media | (475) | -16.5 | (413) | -13.7 |
| 3,373 | 8.9 | . Congresses | (34) | -0.5 | (186) | -3.3 |
| 19 | . Adjustments for inter-segment transactions | (27) | 29 | |||
| (18,793) | -7.7 | Total | 2,618 | 3.5 | 5,228 | 7.0 |
| - By geographic area: | ||||||
| (18,269) | -8.0 | . Italy | 2,818 | 3.9 | 5,436 | 7.4 |
| (524) | -2.9 | . Foreign countries | (200) | -14.6 | (208) | -15.6 |
| (18,793) | -7.7 | Total | 2,618 | 3.5 | 5,228 | 7.0 |
| Employees | ||||||
| (no. of permanent employees at the end of the period) | ||||||
| % | - By operating segment: | % | % | |||
| 437 | 54.2 | . Italian Exhibitions | 440 | 53.5 | 438 | 52.4 |
| 185 | 22.8 | . Foreign Exhibitions | 195 | 23.8 | 214 | 25.5 |
| 53 | 6.6 | . Stand-fitting Services | 54 | 6.6 | 54 | 6.4 |
| 95 | 11.8 | . Media | 95 | 11.6 | 95 | 11.3 |
| 37 | 4.6 | . Congresses | 37 | 4.5 | 37 | 4.4 |
| 807 | 100.0 | Total | 821 | 100.0 | 838 | 100.0 |
| - By geographic area: | ||||||
| 622 | 77.1 | . Italy | 626 | 76.2 | 624 | 74.5 |
| 185 | 22.9 | . Foreign countries | 195 | 23.8 | 214 | 25.5 |
| 807 | 100.0 | Total | 821 | 100.0 | 838 | 100.0 |
Revenues from sales and services before elimination of transactions among the five business segments of the Group were Euro 86.571 million, a decrease of Euro 2.073 million compared to the figure for the first quarter of 2014.
Revenues from Italian Exhibitions totalled Euro 62.331 million in the first quarter, a decrease of approximately 5% compared to the figure for the same period of the previous financial year (Euro 65.772 million). The decrease in revenues was mainly attributable to the different exhibition calendar: Mostra Convegno Expocomfort, the important biennial exhibition held in even-numbered years, was held in the same period of 2014. The effect of this absence was in part compensated by the presence of the biennial exhibition Made Expo and of Lineapelle, a biannual exhibition that had its first edition in the Rho exhibition site in the second half of 2014.
Revenues from Foreign Exhibitions totalled Euro 1.397 million in the first quarter 2015 and were in line with those in the same period of the previous financial year (Euro 1.334 million). There was a good performance from the proprietary exhibition Food Hospitality World held in São Paulo.
The Group Gross operating profit in the first quarter 2015 was Euro 7.079 million, a decrease compared to the figure for the first quarter 2014 (Euro 7.712 million). The breakdown was as follows:
The Net operating profit (EBIT) of the five operating segments in the first quarter 2015 was Euro 2.618 million compared to Euro 5.228 million in the same period of the previous financial year and reflects the gross operating profit generated by the various segments and provisions for risks and charges in the Parent Company for the indemnity payable to the previous Chief Executive Officer and also for loss-making exhibitions.
The first quarter 2015 breakdown by geographic area shows that foreign activities generated Euro 1.370 million in revenues, in line with the figure for the same period of the preceding financial year (Euro 1.330 million). The gross operating profit was Euro 0.054 million, an increase of Euro 0.007 million compared to the figure for the first quarter 2014. The benefit deriving from the absence of restructuring costs for the Brazilian companies compared to 2014 was almost totally eroded by higher operating expenses in the Turkish subsidiary Interteks. There was a net operating loss of Euro 0.200 million in first quarter 2015 compared to a loss of Euro 0.208 million in first quarter 2014.
During the quarter under review, nineteen exhibitions and nine congresses with related exhibition space were held in the two sites of fieramilano and fieramilanocity. Net exhibition space occupied totalled 428,140 square metres, compared to 434,960 square metres in the same period of the preceding financial year, whilst the number of exhibitors went from 8,365 in the first quarter 2014 to 9,595 in the first quarter 2015.
Exhibitions directly organised by the Group in Italy and abroad occupied 198,250 square metres of net exhibition space, 38% of the total space occupied.
| Italian exhibition portfolio | ||||||
|---|---|---|---|---|---|---|
| Net sq. metres of exhibition space | Number of exhibitors | |||||
| Quarter | Quarter | Quarter | Quarter | Quarter | Quarter | |
| Annual Exhibitions: | to 31/03/15 | to 31/03/14 | to 31/03/13 | to 31/03/15 | to 31/03/14 | to 31/03/13 |
| Directly organised | ||||||
| - Bit | 15,335 | 13,750 | 23,095 | 405 | 280 | 295 |
| - HOMI I semester | 81,200 | 82,210 | 91,590 | 1,295 | 1,275 | 1,425 |
| - Milano Pret A Porter Spring | 2,775 | 2,125 | 2,420 | 130 | 105 | 125 |
| - Miart | a) | 6,360 | b) | a) | 155 | b) |
| Total annual exhibitions directly organised | 99,310 | 104,445 | 117,105 | 1,830 | 1,815 | 1,845 |
| Hosted | ||||||
| - 3D Print Hub * | 2,500 | - | - | 80 | - | - |
| - Cartoomics | 9,855 | 8,000 | 8,000 | 190 | 225 | 240 |
| - Fa la cosa giusta | 7,845 | 8,500 | 6,000 | 630 | 600 | 700 |
| - Hobby Show (I semester) | 3,425 | 5,000 | 11,665 | 115 | 110 | 280 |
| - LineaPelle I semester * | 41,575 | - | - | 965 | - | - |
| - Mido | 43,630 | 40,700 | 40,575 | 990 | 910 | 880 |
| - Mifur | 13,350 | 16,885 | 15,895 | 170 | 190 | 180 |
| - Milano Auto Classica | 16,440 | b) | 16,030 | 245 | b) | 295 |
| - Milano Unica (Spring) | 18,020 | 18,390 | 19,185 | 380 | 400 | 420 |
| - Mipel (March) | 10,060 | 12,120 | 13,520 | 285 | 355 | 385 |
| - My Plant & Garden * | 9,330 | - | - | 285 | - | - |
| - Promotion Trade Exhibition | 4,235 | 4,095 | 4,275 | 130 | 125 | 115 |
| - Simac Tanning-Tech * | 15,200 | - | - | 275 | - | - |
| - Super (Spring) ** | 1,600 | - | - | 180 | - | - |
| - The Micam (Spring) | 67,075 | 67,910 | 67,455 | 1,425 | 1,490 | 1,445 |
| - Esposizione Internazionale Canina | c) | 15,000 | 15,000 | c) | 45 | 45 |
| - Promotion Expo | c) | 3,195 | 4,260 | c) | 140 | 170 |
| - EU.DI.SHOW | c) | c) | 5,320 | c) | c) | 120 |
| Total annual exhibitions hosted | 264,140 | 199,795 | 227,180 | 6,345 | 4,590 | 5,275 |
| Total annual Exhibitions | 363,450 | 304,240 | 344,285 | 8,175 | 6,405 | 7,120 |
| Biennial Exhibitions: | ||||||
| Directly organised | ||||||
| - Transpotec & Logitec ° | a) | - | 52,610 | a) | - | 165 |
| Total biennial exhibitions directly organised | - | - | 52,610 | - | - | 165 |
| Hosted | ||||||
| - Mostra Convegno Expocomfort | - | 125,265 | - | - | 1,540 | - |
| - Made Expo | 56,940 | - | b) | 910 | - | b) |
| - Frameart | - | - | 4,705 | - | - | 85 |
| - Photoshow | - | - | 6,910 | - | - | 75 |
| Total biennial exhibitions hosted | 56,940 | 125,265 | 11,615 | 910 | 1,540 | 160 |
| Total biennial exhibitions | 56,940 | 125,265 | 64,225 | 910 | 1,540 | 325 |
| TOTAL EXHIBITIONS | 420,390 | 429,505 | 408,510 | 9,085 | 7,945 | 7,445 |
| - Congresses with related exhibition space | 7,750 | 5,455 | 7,975 | 510 | 420 | 395 |
| TOTAL | 428,140 | 434,960 | 416,485 | 9,595 | 8,365 | 7,840 |
Details of exhibitions held in Italy are given in the following table.
* First edition of this exhibition
** The exhibition was held for the first time at Fiera Milano exhibition sites
° The exhibition was held in Verona
a) The exhibition will be held in next quarter
b) The exhibition was held in subsequent quarters
c) The exhibition did not take place
During the first quarter 2015, ten exhibitions were held in exhibition sites abroad and the net exhibition space occupied totalled 98,940 square metres (in the first quarter 2014 the figure was 82,350 square metres). The number of exhibitors was 2,200 (1,865 in the first quarter 2014).
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 31/03/15 |
Quarter to 31/03/14 |
Quarter to 31/03/13 |
Quarter to 31/03/15 |
Quarter to 31/03/14 |
Quarter to 31/03/13 |
|
| Exhibitions directly organised in China | |||||||
| - Chinafloor Domotex Shanghai | 63,985 | 60,210 | 58,540 | 1,260 | 1,050 | 1,120 | |
| - GITF International Tour Guangzhou | 6,700 | 4,715 | 4,970 | 110 | 210 | 185 | |
| - The Micam Shanghai I semester | 2,910 | 2,940 | - | 150 | 155 | - | |
| Total Exhibitions directly organised in China | 73,595 | 67,865 | 63,510 | 1,520 | 1,415 | 1,305 | |
| Exhibitions directly organised in India | |||||||
| - Food Hospitality World Mumbai | 3,195 | 2,390 | 2,385 | 175 | 155 | 125 | |
| Total Exhibitions directly organised in India | 3,195 | 2,390 | 2,385 | 175 | 155 | 125 | |
| Exhibitions directly organised in Turkey | |||||||
| - Beauty & Care Istanbul | 6,800 | 5,930 | 5,535 | 140 | 125 | 105 | |
| - Pro-Show | 1,000 | 1,870 | 1,300 | 20 | 15 | 15 | |
| - Home & Garden Istanbul | b) | 3,015 | 2,480 | b) | 65 | 40 | |
| Total Exhibitions directly organised in Turkey | 7,800 | 10,815 | 9,315 | 160 | 205 | 160 | |
| Exhibitions directly organised in South Africa | |||||||
| - Capetown Art Fair | 1,260 | 850 | - | 55 | 45 | - | |
| Total Exhibitions directly organised in South Africa | 1,260 | 850 | - | 55 | 45 | - | |
| Exhibitions directly organised in Brazil | |||||||
| - Food Hospitality World | 1,365 | c) | 1,970 | 40 | c) | 65 | |
| - Fast Bahia | a) | 250 | - | a) | 25 | - | |
| - Fast Rio de Janeiro | a) | 180 | - | a) | 20 | - | |
| - Fippa-pet show | a) | - | 770 | a) | - | 65 | |
| - Sonotec | a) | a) | 40 | a) | a) | 5 | |
| Total Exhibitions directly organised in Brazil | 1,365 | 430 | 2,780 | 40 | 45 | 135 | |
| Total Annual Exhibitions | 87,215 | 82,350 | 77,990 | 1,950 | 1,865 | 1,725 | |
| Biennial Exhibitions: | |||||||
| Exhibitions directly organised in China | |||||||
| - WoodMac China | 10,000 | - | 15,950 | 80 | - | 250 | |
| Total Exhibitions directly organised in China | 10,000 | - | 15,950 | 80 | - | 250 | |
| Exhibitions directly organised in Singapore | |||||||
| - Rehabtech Asia * | 1,725 | - | 1,120 | 170 | - | 110 | |
| Total Exhibitions directly organised in Singapore | 1,725 | - | 1,120 | 170 | - | 110 | |
| Total Biennial Exhibitions | 11,725 | - | 17,070 | 250 | - | 360 | |
| TOTAL EXHIBITIONS | 98,940 | 82,350 | 95,060 | 2,200 | 1,865 | 2,085 | |
* The exhibition is a joint project with the company of Singapore, Singex Exhibitions Ventures Pte Ltd
a) The exhibition did not take place
b) The exhibition will be held in subsequent quarters
c) The exhibition in previous years was held in subsequent quarters
At 31 March 2015, Group employees totalled 821. The breakdown compared to 31 March 2014 and 31 December 2014 was as follows:
| 31/12/14 | Permanent employees at end of period (units) |
31/03/15 | 31/03/14 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Italy | Foreign countries |
Total | Foreign countries Italy |
Total | Italy | Foreign countries |
||
| Fully consolidated companies: | |||||||||
| 46 | 39 | 7 | 46 | 39 | 7 | 44 | 38 | 6 | |
| 698 | 583 | 115 | Executives Managers and White collar workers (including Journalists) |
713 | 587 | 126 | 735 | 586 | 149 |
| 744 | 622 | 122 | Total | 759 | 626 | 133 | 779 | 624 | 155 |
| 2 | - | 2 | Equity-accounted companies (a): Executives |
2 | - | 2 | 2 | - | 2 |
| 61 | - | 61 | White collar workers | 60 | - | 60 | 57 | - | 57 |
| 63 | - | 63 | Total | 62 | - | 62 | 59 | - | 59 |
| 807 | 622 | 185 | TOTAL | 821 | 626 | 195 | 838 | 624 | 214 |
| (a) the indicated data corresponds to the pro-quota of total employees |
Compared to the figure at 31 December 2014, there was a net increase of fourteen permanent employees primarily due to the strengthening of the commercial, marketing and communication departments.
On 9 April 2015, the Parent Company acquired 15% of Fiera Milano Exhibitions Africa Pty Ltd for 3.945 million South African rand (Euro 0.300 million1 ). As a result of this transaction the percentage held by the Parent Company rose from 85% to 100%.
On 29 April 2015, Fiera Milano signed a contract worth Euro 7.200 million to rent to Expo 2015 an area of approximately 120,000 square metres inside the exhibition site for vehicle circulation and parking until 10 November 2015.
On 29 April 2015, the Ordinary Shareholders' Meeting of the Parent Company was held and the Financial Statements at 31 December 2014 were approved; approval was given to cover the losses for the 2014 financial year of Euro 30,674,121.31 by using available reserves for Euro 11,068,097.46 while the residual amount of Euro 19,606,023.85 is to be carried forward. It was also decided to postpone until the Shareholders' Meeting for the approval of the Financial Statements at 31 December 2015 any eventual adoption, assuming that the requirements are met, of the provisions under Article 2446 of the Italian Civil Code. The same Shareholders' Meeting approved the appointment of the new corporate bodies that will remain in office for the financial years 2015-2017 and approved the Report on Remuneration under Article 123-ter of Legislative Decree 58/98.
The demand for exhibition space is expected to increase in the current financial year due to the strong exhibition calendar (which includes the two important proprietary exhibitions Tuttofood and Host). Further demand will come from the activities linked to Expo 2015. As a result of these factors and given the economic environment which is showing signs of a weak recovery, the forecasts for the 2015 financial year are for an increase in consolidated revenues, a return to net profit and a trend in financial requirements consistent with the forecasts for revenues and investments.
Due to the accumulated losses at 31 December 2014, the share capital of the Parent Company fell by more than one-third leaving the Company in the situation provided for under Article 2446 of the Italian Civil Code. The first quarter 2015 results of the Parent Company are in line with expectations and appear to confirm that the target of the share capital rising by one-third, in compliance with Article 2446 of the Italian Civil Code, will be reached by the end of the current financial year barring any currently unforeseen events or circumstances that might impede this target being reached. The sections on Liquidity risk and Use of estimates in the Explanatory and Supplementary Notes to the Financial Statements at 31 December 2014 provide information on the relative estimates and uncertainties.
As a result of the budget financial forecasts and those for net working capital and on the capital and financial position, the Consolidated Interim Management Report at 31 March 2015 has been prepared under the going concern principle.
1 Figures in Euro have been translated using the fixed exchange rate of 24 February 2015 (EUR/ZAR = 13.149)
The 2015 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 equity data have been prepared in compliance with the disclosure and valuation requirements of the International Accounting Standards IAS/IFRS, issued by the International Accounting Standards Board (IASB) and endorsed by the European Union.
The measurement and recognition criteria used to prepare the Financial Statements for the first quarter 2015 are the same as those used for the Consolidated Financial Statements for the financial year at 31 December 2014, with the addition of the accounting standards endorsed by the European Union and applicable from 1 January 2015, to which reference should be made.
The Consolidated Interim Financial Statements have been prepared on the basis of the accounting situation at 31 March 2015 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 2015 First Quarter Consolidated Interim Financial Statements 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 2015 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 2015 is given in Attachment 1.
The present 2015 First Quarter Consolidated Interim Management Report has not been subject to legal audit.
| Full year to 31/12/14 |
Consolidated Income Statement (Amounts in €'000) |
1st Quarter to 31/03/15 |
1st Quarter to 31/03/14 |
|||
|---|---|---|---|---|---|---|
| % | % | % | ||||
| 245,457 | 100 | Revenues from sales and services | 73,760 | 100 | 74,763 | 100 |
| 2,440 | 1.0 | Cost of materials | 961 | 1.3 | 831 | 1.1 |
| 137,400 | 56.0 | Cost of services | 37,122 | 50.3 | 37,656 | 50.4 |
| 57,875 | 23.6 | Costs for use of third party assets | 15,130 | 20.5 | 15,758 | 21.1 |
| 49,276 | 20.1 | Personnel expenses | 13,580 | 18.4 | 12,659 | 16.9 |
| 6,783 | 2.8 | Other operating expenses | 1,946 | 2.6 | 2,245 | 3.0 |
| 253,774 | 103.4 | Total operating costs | 68,739 | 93.2 | 69,149 | 92.5 |
| 3,531 | 1.4 | Other income | 600 | 0.8 | 816 | 1.1 |
| 1,448 | 0.6 | Results of equity-accounted companies | 1,458 | 2.0 | 1,282 | 1.7 |
| (3,338) | -1.4 | Gross operating result | 7,079 | 9.6 | 7,712 | 10.3 |
| 13,457 | 5.5 | Depreciation and amortisation | 3,250 | 4.4 | 3,197 | 4.3 |
| (1,639) | -0.7 | Allowance for doubtful accounts and other provisions (uses) | 1,211 | 1.6 | (713) | -1.0 |
| 3,637 | 1.5 | Adjustments to asset values | - | - | - | - |
| (18,793) | -7.7 | Net operating result (EBIT) | 2,618 | 3.5 | 5,228 | 7.0 |
| (4,899) | -2.0 | Financial income/(expenses) | (1,215) | -1.6 | (1,303) | -1.7 |
| (23,692) | -9.7 | Profit/(loss) before income tax | 1,403 | 1.9 | 3,925 | 5.2 |
| (23,565) | -9.6 | - attributable to the shareholders of the controlling entity | 1,763 | 2.4 | 4,063 | 5.4 |
| (127) | -0.1 | - attributable to non-controlling interests | (360) | -0.5 | (138) | -0.2 |
| (8,237) | -3.4 | Cash flow before income tax for the Group and non controlling interests |
5,864 | 8.0 | 6,409 | 8.6 |
| Reclassified Consolidated Statement of Financial Position (Amounts in €'000) |
||||
|---|---|---|---|---|
| 31/03/15 | 31/12/14 | Change | ||
| Goodwill and intangible assets with an indefinite useful life | 109,087 | 109,474 | (387) | |
| Intangible assets with a finite useful life | 39,809 | 41,584 | (1,775) | |
| Tangible fixed assets | 17,617 | 18,438 | (821) | |
| Other non-current assets | 37,295 | 35,234 | 2,061 | |
| A | Non-current assets | 203,808 | 204,730 | (922) |
| Inventories | 6,484 | 5,028 | 1,456 | |
| Trade and other receivables | 81,298 | 50,604 | 30,694 | |
| B | Current assets | 87,782 | 55,632 | 32,150 |
| Trade payables | 43,024 | 36,160 | 6,864 | |
| Pre-payments | 60,759 | 39,641 | 21,118 | |
| Tax liabilities | 1,309 | 2,091 | (782) | |
| Provisions for risks and charges and other current liabilities | 36,333 | 21,875 | 14,458 | |
| C | Current liabilities | 141,425 | 99,767 | 41,658 |
| D | Net working capital (B - C) | (53,643) | (44,135) | (9,508) |
| E | Gross capital employed (A + D) | 150,165 | 160,595 | (10,430) |
| Employee benefit provisions | 10,342 | 10,286 | 56 | |
| Provisions for risks and charges and other non-current liabilities | 8,733 | 8,954 | (221) | |
| F | Non-current liabilities | 19,075 | 19,240 | (165) |
| G | NET CAPITAL EMPLOYED continuing operations (E - F) | 131,090 | 141,355 | (10,265) |
| H | NET CAPITAL EMPLOYED discontinued operations | - | - | - |
| TOTAL NET CAPITAL EMPLOYED (G + H) | 131,090 | 141,355 | (10,265) | |
| covered by: Equity attributable to the Group |
19,372 (*) | 17,034 | 2,338 | |
| Equity attributable to non-controlling interests | 2,269 (*) | 2,654 | (385) | |
| I | Total equity | 21,641 | 19,688 | 1,953 |
| Cash & cash equivalents | (16,691) | (12,276) | (4,415) | |
| Current financial (assets)/liabilities | 99,305 | 105,044 | (5,739) | |
| Non-current financial (assets)/liabilities | 26,835 | 28,899 | (2,064) | |
| Net financial position (continuing operations) | 109,449 | 121,667 | (12,218) | |
| Net financial position (discontinued operations) | - | - | - | |
| L | Net financial position (TOTAL) | 109,449 | 121,667 | (12,218) |
| EQUITY AND NET FINANCIAL POSITION (I + L) (*) includes pre-tax result for the period |
131,090 | 141,355 | (10,265) | |
Non-current assets totalled Euro 203.808 million at 31 March 2015, compared to Euro 204.730 million at 31 December 2014. The Euro 0.922 million decrease was due to the net effect of investments of Euro 1.129 million, depreciation and amortisation of Euro 3.250 million, a negative foreign exchange translation effect of Euro 0.072 million, changes in equity accounted investments of Euro 1.458 million and a negative figure for other movements totalling Euro 0.187 million.
Net working capital moved from a negative figure of Euro 44.135 million at 31 December 2014 to a negative figure of Euro 53.643 million at 31 March 2015.
The deterioration of Euro 9.508 million was due to the following:
At 31 March 2015, Non-current liabilities totalled Euro 19.075 million compared to Euro 19.240 million at 31 December 2014.
Group equity at 31 March 2015 was Euro 19.372 million compared to Euro 17.034 million at 31 December 2014, an increase of Euro 2.338 million that reflected the effect of the following:
Equity attributable to non-controlling interests was Euro 2.269 million at 31 March 2015 compared to Euro 2.654 million at 31 December 2014. The Euro 0.385 million decrease 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 area of consolidation and other equity investments at 31 March 2015 | Attachment 1 | |||||
|---|---|---|---|---|---|---|
| Shareholding % | Shareholding of Group companies | |||||
| Directly held by |
Indirectly held through |
|||||
| Share capital | Group | Fiera | other Group | |||
| Company name and registered office A) List of companies included in the area of consolidation |
Main activity | (000) (*) | total | Milano | companies | % |
| Parent Company | ||||||
| Fiera Milano SpA | Organisation and hosting | |||||
| Milan, p.le Carlo Magno 1 | of exhibitions in Italy | 42,147 | ||||
| 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 | ||
| Nolostand SpA | ||||||
| Milan, p.le Carlo Magno 1 | Stand fitting services | 7,500 | 100 | 100 | 100 Fiera Milano SpA | |
| Eurofairs International Consultoria e Participações Ltda | 99.98 Fiera Milano SpA |
|||||
| São Paulo Brasil, | Organisation of exhibitions | |||||
| na Avenida Angélica, nº 2350, Sala B, Consolação | abroad | R \$ 36,014 | 100 | 99.98 | 0.02 | 0.02 Nolostand SpA |
| CIPA Fiera Milano Publicações e Eventos Ltda | Organisation of exhibitions | Eurofairs International | ||||
| São Paulo Brasil, Av. Angelica | abroad | R \$ 941 | 75 | 75 | 75 Consultoria e Participações Ltda |
|
| Fiera Milano India Pvt Ltd | Organisation of exhibitions | |||||
| New Delhi, Barakhamba Road, Connaught Place | abroad | 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 | abroad | RUB 10,000 | 100 | 100 | 100 Fiera Milano SpA | |
| Fiera Milano Interteks Uluslararası Fuarcılık A.Ş. | Organisation of exhibitions | |||||
| Istanbul, Mim Kemal Öke Cd No 6 Nişantaşı Fiera Milano Exhibitions Africa Pty Ltd |
abroad | TRY 1,308 | 60 | 60 | 60 Fiera Milano SpA | |
| Organisation of exhibitions abroad |
||||||
| Cape Town, The Terraces, Steenberg Office Park, Tokai | ZAR 100 | 85 | 85 | 85 Fiera Milano SpA | ||
| Worldex (China) Exhibition & Promotion Ltd | Organisation of exhibitions | |||||
| Guangzhou, 538 Dezheng Bei Road, Yuexiu District Haikou Worldex Milan Exhibition Co. Ltd |
abroad | CNY 5,380 | 75 | 75 | 75 Fiera Milano SpA | |
| Organisation of exhibitions abroad |
||||||
| Haikou, 12 Lantian Road West | 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 | abroad | 49 25 | 49 | 49 Fiera Milano SpA | ||
| Hannover Milano Fairs Shanghai Co. Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| Shanghai China, Pudong Office Tower | abroad | USD 500 | 49 | 100 | 100 Germany GmbH |
|
| Hannover Milano Fairs China Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| Hong Kong China, Golden Gate Building | abroad | HKD 10 | 49 | 100 | 100 Germany GmbH |
|
| Hannover Milano Fairs India Pvt Ltd | Organisation of exhibitions | Hannover Milano Global | ||||
| East Mumbai, Andheri | abroad | INR 274,640 | 48.99 | 99.99 | 99.99 Germany GmbH |
|
| Global Fairs & Media Private Ltd | Organisation of exhibitions | Hannover Milano Fairs India | ||||
| New Delhi, Bahadur Shah Zafar Marg 9-10 | abroad | INR 207,523 | 24.5 | 50 | 50 Pvt Ltd |
|
| Milan International Exhibitions Srl under liquidation | ||||||
| Rho, S.S.Sempione 28 | Other | 120 | 20 | 20 | 20 Fiera Milano SpA |
|
| C) List of companies accounted at cost | ||||||
| Shareholding % | Directly | Indirectly | Shareholding of Group companies | |||
| held by | held through | |||||
| Company name and registered office | Share capital (000) (*) |
Group total |
Fiera Milano |
other Group companies |
% | |
| Esperia SpA | ||||||
| Rose (Cosenza) | Other | 1,403 | 2 | 2 | 2 Fiera Milano Media SpA | |
| Uktas Uluslararasi Kongre Sarayi Tesisleri Isletmeciligi Tic. A.Ş. | Fiera Milano Interteks | |||||
| Istanbul | Other | TRY 17,700 | 0.07 | 0.07 | 0.07 Uluslararası Fuarcılık A.Ş. |
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