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Amplifon — Annual Report 2016
Mar 10, 2017
4030_10-k_2017-03-10_f6f21447-a454-4ed5-8ba2-2330673848ff.pdf
Annual Report
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Annual Report 2016
Index
Amplifon at a glance
| Message from the Chairperson and the Chief Executive Officer |
4 |
|---|---|
| 2016 Highlights | 8 |
| Key events | 10 |
| History | 12 |
| Mission | 14 |
| Market scenario | 18 |
| Strategy | 21 |
| Business model | 22 |
| Strengths | 23 |
| Global presence | 24 |
| Distribution network | 25 |
| Value proposition | 28 |
| Our people | 34 |
| Social role | 40 |
| Corporate bodies | 44 |
| Report for investors | 46 |
51
Report on Operations at 31 December 2016
| Comments on the Financial Results | 53 |
|---|---|
| Statement of changes in Net Equity and the results for the period of the Parent | |
| Company Amplifon S.p.A. and the Group Net Equity and results for the period | |
| in question at 31 December 2016 | 90 |
| Risk Management | 91 |
| Treasury Shares | 101 |
| Research and Development | 102 |
| Transactions between Group Companies and with related parties | 102 |
| Contigent Liabilities | 102 |
| Outlook | 103 |
| Comments on the Financial Results of Amplifon S.p.A. | 104 |
| Consolidated Financial Statements at 31 December 2016 | 119 |
|---|---|
| Consolidated Statement of Financial Position | 122 |
| Consolidated Income Statement | 124 |
| Statement of Comprehensive Income | 125 |
| Statement of Changes in Consolidated Net Equity | 126 |
| Consolidated Cash Flow Statement | 128 |
| Supplementary Information to Cash Flow Statement | 130 |
| Explanatory Notes | 131 |
| Annexes | 217 |
| Declaration in respect of the Consolidated Financial Statements pursuant to | |
| Article 154-bis of Legislative Decree 58/98 | 221 |
| Indipedent Auditor's Report at 31 December 2016 | 222 |
Translation from the original text in Italian
Message from the Chairperson and the Chief Executive Officer
2016, a year of record results and successful execution
Dear Shareholders,
2016 was a particularly important year in Amplifon's history: we have reached, for the second year in a row, record results which vouch for the effectiveness of Amplifon's business model as well as the quality and continuity of our investments in the Company's growth and future.
In 2016 revenues and EBITDA reached all-time highs coming in at 1,133.1 million euros and 186.9 million euros, an increase of, respectively, 10.4% and 12.9% at constant exchange rates compared to 2015. Net profit also grew to 63.6 million euros, an improvement of 35.9% compared to the previous year. These extremely favorable results, allow Amplifon to propose a dividend distribution of 0.07 euro for each ordinary share to shareholders, an increase of 63% compared to previous year.
The Company's results reflect the excellent performance reported in all the geographic regions in which we operate: from the strong organic growth trend recorded in EMEA which, together with the acquisitions carried out mainly in Germany and France, contributed to the region's substantial increase in profitability; the growth in AMERICAS, with a further acceleration in the second half of the year boosted by the investments in marketing; to the ongoing growth in APAC which maintains its high operational efficiency.
In March 2016, for the first time, Amplifon shared with the financial community its strategic objectives, growth opportunities and aspirations for the three-year period 2016-2018. On that occasion we also provided a clear definition of the four strategic pillars to strengthen our global leadership: consolidation of our position in core countries, also through network expansion; strengthening of customers' engagement with our brands through a new approach to communication; innovation of the business model and continuous investments to support an effective execution, as well as, implementation of the strategy.
In 2016 we consolidated our leadership position globally, adding 305 shops and shop-in-shops to our network, thus reaching 9,424 points of sale throughout the world. In particular, with regards to our core markets, we acquired 110 shops in Germany and
31 shops in France, doubled the distribution network in Canada and opened 28 shops in the Iberian Peninsula. On top of this, at the beginning of 2017 we announced the acquisitions of around 75 and 55 shops in Portugal and France.
2016 was also a particularly important year for Amplifon's image and communication: we launched our new global brand identity, rolled out our new consumer websites, further increased the impact of our TV campaigns in Italy, Germany, New Zealand and the United States and continued to innovate our business model, further enriched by the launch of Amplifon 360°, an exclusive and customized protocol which enables each customer to better understand his hearing needs resulting in even higher levels of satisfaction. It's clear that it was possible to achieve these strong results thanks to the ongoing investments in our integrated IT platform, and moreover, in the optimal management of human resources.
The results achieved in 2016 thanks to effective planning and impeccable execution provide an excellent basis for us to look with confidence to 2017 and achieve our medium-long term goals.
We wish, therefore, to thank the management team and all of our people for their commitment and the strong determination showed throughout the year, as well as all of our Shareholders for their support and renewed trust in our Company.
Susan Carol Holland
Chairperson
Enrico Vita Chief Executive Officer
Hear the full spectrum of Everyday sounds.
2016 Highlights
All-time high revenues and EBITDA
Global leader in hearing solutions and services
Successful execution on a solid strategy
March 17th, 2016 Investor Day
For the first time Amplifon's CEO, together with other members of the Executive Leadership Team, shares Amplifon's strategies, business objectives, growth opportunities and aspirations for the three-year period 2016-2018 with the financial community.
April 18th, 2016 Shareholders' Meeting
The Shareholders' Meeting appoints the Board of Directors for the period 2016-2018, confirming once again the professional and independent profile of its members.
June 7th, 2016 Launched the new brand identity
Amplifon announces the Company's new brand identity together with its new logo and website. The new brand line "Hear, feel, live"summarizes Amplifon's new brand identity and underlines the commitment to help people rediscover all the small pleasures of hearing. The new brand identity is part of the Company's broader strategy which aims to lead a real cultural change, redefining the way customers feel about their hearing and the way in which they are educated, involved and served.
July 18th,2016
Acquisition of 86 shops in Germany
Amplifon announces the acquisition of two high quality retail chains in Germany - Focus Hören AG and Die Hörmeister GmbH – for a total of 86 shops. Throughout the year a total of 110 points of sale were acquired in Germany, bringing the local distribution network to 370 shops. These acquisitions perfectly fit the Company's growth strategy, aimed at further strengthening the competitive position in the second largest retail market in the world.
August 4th, 2016 Acquisition of 21 shops in Canada
With the acquisition of the 21 Hear More shops in Ontario, Amplifon doubles its presence in Canada under the Miracle-Ear brand reaching over 40 direct points of sale.
October 3rd, 2016 Miracle-Ear - Sivantos supply agreement renewal
Miracle-Ear, Inc., Amplifon's US subsidiary, renews the supply agreement for the Miracle-Ear branded hearing aids with Sivantos, Inc., USA, for three years effective January 1st, 2017. The agreement signals the continuation of a strong partnership started over 15 years ago.
December 31st, 2016
Amplifon strengthens its management team
During the year the following professionals join the Company: Iacopo Lorenzo Pazzi, in the role of Executive Vice President EMEA; Cristian Finotti, as Chief Procurement Officer; and Gabriele Galli, who covers the role of Chief Financial Officer effective March 1st, 2017.
Events subsequent to December 31st, 2016 Network expansion in Portugal and France
Amplifon announces the acquisitions of around 75 MiniSom stores in Portugal (part of the AudioNova retail business) from Sonova and around 55 shops, always part of the AudioNova retail business, in France.
History
Listening to the future, all along
50's-60's From small beginnings to market leader
70's The CRS
90's Digital and international expansion
Founded in Milan by Algernon Charles Holland to provide hearing solutions for people experiencing hearing loss after the World War II, Amplifon soon becomes the leader of the Italian market.
The Center for Research and Studies (CRS) is founded to promote clinical research and disseminate innovation in the fields of audiology and otology.
Amplifon enters the Spanish and Portuguese markets and continues to innovate and customize its services introducing digital hearing aids in Italy.
1999 Amplifon enters the American market
By acquiring the market leader Miracle-Ear, Amplifon enters the North American market, strengthening its international leadership.
2001 Listing on the Stock Exchange
2002-2009 Continuous expansion
2010-2014 A new global dimension
2015-2016 Non-stop growth
On June 27th, 2001, Amplifon is listed on the Italian Stock Exchange and in 2008 becomes part of the STAR segment of excellence for stocks committed to complying with stricter requirements.
Besides consolidating its presence in markets like the US, the Netherlands and France, Amplifon expands its footprint in Canada, Hungary, Egypt, Germany, the UK & Ireland, Belgium & Luxembourg.
With the acquisition of National Hearing Care (NHC) Amplifon expands its activities to Australia, New Zealand and India. Between 2012 and 2014, the Company continues its internal and external growth path and with the entrance in Turkey, Israel and Brazil it reaches 22 countries.
Amplifon keeps on growing organically and through acquisitions and in 2015 the Company exceeds the key threshold of one billion euros in sales. In 2016 Amplifon reports all-time high revenues and EBITDA thanks to careful planning and strong execution capabilities.
The clink of two glasses, a conversation in a restaurant, a concert featuring your favorite band. We want a world in which everybody can fully experience their passions.
Every day we work to improve people's quality of life bringing back the possibility of interacting with the world around them and the joy of hearing the full spectrum of everyday sounds.
Key differentiators
Customization
Our business model is based on listening and understanding our customers' needs in order to customize the solution to their lifestyle, to the sounds they hear every day and to their aesthetic preferences.
Innovation
We constantly evolve the way we interact with customers. We use the most advanced technologies and develop new groundbreaking tools and protocols in order to find the best hearing solution, always.
Customer experience
Our network of hearing care professionals blends solid technical know-how with behavioral - communication skills and innovative technologies to offer an experience that exceeds expectations.
Keep in touch with the World.
feel
The global retail hearing aids market has an estimated value of around €13 billion euros and is expected to grow by about 4% over the next few years as a result of demographics and increase in penetration rates.
Being able to hear is essential at any age as it allows people to be connected to the world around them and to enjoy a full personal and social life. Hearing loss can affect all age groups: approximately 15% of the world's adult population has some degree of hearing loss, which is more common in the elderly due to the natural aging of cells. Out of these, the World Health Organization estimates that 360 million people have a disabling hearing loss and this number is expected to double between 2030 and 2050 due to the increasing life expectancy of global population.
Hearing solutions adoption rate by degree of hearing difficulty in developed markets
*People who adopt hearing solutions
On average 7 years go by before people take action and approach a hearing care professional
The reasons for the delay are:
- Difficulty in admitting the problem
- Prejudice and stigma related to hearing aids
- Dissatisfaction with the use of non-advanced technologies
- Lack of information on the effects of overlooked hearing loss
- Lack of information on the development and progresses of hearing solution technologies & services
Growth drivers
The global retail hearing aids market is expected to grow by around 4% in the next 3-5 years, largely driven by demographics. Other long-term socio-economic factors – such as baby boomers turning 65+ and the ever increasing noise pollution – are increasing the number of people that could benefit from hearing solutions, mainly in North America and Europe which represent by far the largest markets worldwide.
Demographics
As life expectancy increases, so does the elderly population, meaning a greater number of people could benefit from hearing solutions. There was a global increase of 5 years in life expectancy between 2000 and 2015.
Noise pollution
Urbanization and the increased use of headphones are posing a threat to people's hearing. About 40% of Europeans is exposed to road traffic noise exceeding 55 dB and around 1.1 billion young people worldwide are at risk for noise-induced hearing loss due to unsafe listening practices.
Wellness culture
The desire to live full and active lives is also increasing with seniors. Many health issues associated with hearing difficulties such as falling, cognitive decline and depression could be offset by hearing solutions.
Baby boomers
The generation born between 1945 and 1965 is entering the stage of life in which they are most susceptible to hearing loss. Every day in the US alone 10,000 people turn 65.
Technological innovation
Hearing solutions & services are advancing rapidly in terms of functionality, aesthetics and service level, increasing customer satisfaction. In 2009 customer satisfaction in the sector was around 75% and in 2016 it rose to over 80%.
Value chain MANUFACTURER WHOLESALE RETAIL
Key retail trends
Size
The retail hearing solutions market is expected to grow by an average annual rate of around 4% driven by demographics and increased penetration.
Market structure
The hearing solutions retail market continues to consolidate even though it is still extremely fragmented with about 50% of the market in the hands of players with less than 10 shops.
Consumers
Customers' decision making process is particularly complex and involves several stakeholders, and as many channels and touchpoints. Brand and marketing are of paramount importance in customers' buying process.
We aim at further strengthening our global leadership position and delivering sustainable sales growth and margin expansion, leveraging our unique business model.
Our four strategic pillars
Strengthen market leadership
Clear and differentiated growth strategy, focused on core worldwide countries: increase market share in the United States, consolidate leadership position in Italy and Australia, and expand network in Germany, France and Spain.
Marketing excellence
Further strengthening of customer engagement through a new approach to communication, the launch of a new brand identity, leadership in digital marketing and development of advanced CRM, supported by increased marketing investments.
Innovative business model
Innovation of the service model thanks to unique proprietary knowledge, superior in-store experience and innovative digital tools in a multi-channel approach and new state-of-the-art proprietary service technology and counseling tool, leveraging Amplifon's unrivalled network of hearing care providers worldwide.
Effective execution capability
Investments to support effective execution capability through a new, distinct people proposition, attraction of the best talents, sharing of best practices worldwide and the expansion of the integrated IT platform globally.
Business model
We offer an exclusive, all-round, highly customized experience. Guiding people throughout their journey, we help them rediscover the joy of hearing. All the way through, we keep up a constant dialogue with each person, whether that's through an initial appointment or one of the follow-up appointments set up to check and adapt the hearing solution to meet specific individual needs.
Follow-up & ongoing support
All-round, specialized and ongoing support throughout the life cycle of the hearing aid by means of routine assessments of the person's evolving hearing needs.
Trial & fine tuning
30-day free trial, weekly check-ups and fine tuning, with the possibility to return the product at the end of the trial period.
Strengths
Expertise model
Our hearing care professionals meet every person's needs by blending innovative technologies, scientific know-how with a personal approach.
Brands
Our strong brand portfolio allows us to be at the helm of a real cultural change in our industry, redefining the way customers feel about their hearing.
Global dimension
A unique global distribution network made of different types of points of sale allows us to always be close to our customers.
Employer of choice
Investing in talent, in continuous professional development and in rewarding our people makes us the employer of choice in the industry.
Pioneering
We are pioneers in adopting innovative technologies, developing proprietary services, tools and protocols, and in the way we interact with our customers.
Scientific leadership
Amplifon's Center for Research and Studies (CRS) is a specialized partner to the medical and academic communities and leader in the fields of audiology and otolaryngology.
Global presence
Amplifon is the only pure global retailer in the industry and the leader in terms of sales, volumes, distribution network and geographic coverage.
The Company operates under three regions (EMEA, AMERICAS and APAC), each of which is responsible for implementing the Company's strategic guidelines, coordinating local activities and sharing best practices.
Management teams in each country are accountable for developing the Company's business as well as implementing sales and marketing strategies, adapting them to local market needs and legislation, ensuring customer satisfaction throughout the world.
Distribution network
Amplifon store
The format of Amplifon stores provides a highly innovative, unique 'store experience', in which the customer is guided step-by-step throughout the journey to rediscover the joy of hearing and living life to the fullest.
Our shop windows are designed to reduce the anxiety normally associated with medical experiences, so that entering an Amplifon store becomes an entirely positive emotional experience.
Inside our stores, each area is developed for a different purpose, but all of them are designed to put customers at ease. The assessment, counseling, fine tuning and follow-up appointments all take place inside our stores and are part of an integrated process designed to guarantee a pleasant experience, from a physical to a psychological standpoint.
The customer, the supporter (spouse, child, friend), the ENT specialist, the hearing care professional and the person responsible for customer care are then able to establish successful and enduring relationships and proceed with a detailed analysis of the customer's hearing profile and lifestyle, key factors for the selection and fitting of the ideal hearing solution.
Direct points of sale
2,512 Corporate shops
In these stores, customers are in direct contact with Amplifon. They can be managed by Amplifon staff or by people working on behalf of the Company on a commission basis.
3,667 Shop-in-shops & corners
Located in third party premises (e.g. pharmacies, opticians and doctors' surgeries), this widespread network of outlets may be the first point of contact with customers who are then directed to a store, when necessary.
Indirect points of sale
1,379 Franchisees
Franchisees run retail outlets themselves under a franchising agreement, benefitting from a leading brand, advanced marketing tools and other valueadded services made available by Amplifon. They purchase products exclusively from Amplifon and can make use of Service Centers as their first point of contact with customers. Mainly present in the US territory.
1,866 Affiliates
These independent retailers which operate with their own brands purchase products from Amplifon benefitting from a variety of support activities offered by the Group, and offer hearing solutions to end users. Mainly present in the US territory.
| Italy | Amplifon | ||||
|---|---|---|---|---|---|
| 571 | 3,024 | - | - | ||
| France | Amplifon | 418 | 87 | - | EMEA - |
| The Netherlands | Beter Horen | 170 | 50 | - | - |
| Switzerland | Amplifon | 84 | - | - | - |
| Spain & Portugal | Amplifon | 165 | 51 | - | - |
| Germany | Amplifon | 370 | - | - | - |
| Belgium & Luxembourg | Amplifon | 82 | 53 | 11 | - |
| Hungary | Amplifon | 61 | - | - | - |
| Poland | Amplifon | 57 | 1 | - | - |
| UK & Ireland | Amplifon | 134 | 53 | - | - |
| Egypt | Amplifon | 21 | - | - | - |
| Turkey | Maxtone | 20 | - | - | - |
| Israel | Medtechnica Orthophone | 20 | - | - | 42 |
| Miracle-Ear | 13 | - | 1,363 | - | |
| USA | Elite Hearing Network | - | - | - | AMERICAS 1,824 |
| Canada | Miracle-Ear | 45 | - | - | - |
| Brazil | Direito de Ouvir | 1 | 108 | 5 | - |
| Australia | National Hearing Care | 154 | 85 | - | - |
| New Zealand | Bay Audiology/Dilworth | 81 | 25 | - | APAC - |
| India | Amplifon | 45 | 130 | - | - |
| Total | 2,512 | 3,667 | 1,379 | 1,866 |
Value proposition
In the US alone 10,000 people turn 65 every day and this will happen for the next 10 years. A significant change in their lifestyle has been observed: the vast majority of baby boomers use internet every day for news & information, shopping, social media and video content. One third of our target population is influenced by a significant other, and their children are smart digital surfers.
Amplifon, making use of its unique global position and 65-year-long experience, is continually innovating its value proposition to be even more relevant to its fast evolving consumers.
The Company aims to deliver a hearing experience that allows people to hear, feel and live all the emotions of hearing. Amplifon's strategic intent is to sustain and unlock growth potential through an all-rounded customer centric strategy, especially when the next generation consumers knock at our doors.
Best customer experience
SERVICE MODEL
Our network of highly qualified audiologists accompany people towards a more complete and immediate understanding of the hearing solution's benefits by means of a holistic service model that includes proprietary protocols and tools for hearing screening to ensure a superior customer experience.
BEST EXPERTS
Our hearing care professionals build strong, long-lasting relationships with customers and, through active listening, generate a better understanding of their behavior, motivation and needs, thus increasing their satisfaction.
INNOVATION
The relationship between Amplifon and its customers is managed throughout the entire customer journey thanks to an advanced IT platform which, together with an intense data mining activity, allows each and every point of contact with customers to be fully customized, thus creating a truly personalized experience.
MARKETING
Our communication approach no longer focuses on the hearing problem, but looks to empower people, uses digital tools in a multichannel approach and blends physical with digital experiences to develop new consumer profiles.
All this allows Amplifon to be the clear worldwide leader in retail hearing solutions and services, forerunner in adopting innovative technology and leveraging outstanding retail expertise to deliver a superior customer experience throughout the whole customer journey. That's why our value proposition is unique.
Our new brand identity
In June 2016 we launched our new brand identity to further strengthen customer engagement. The new brand line "Hear, Feel, Live" summarizes Amplifon's new brand identity and underlines the commitment to help people rediscover all the small pleasures of hearing so that they can enjoy a full personal and social life, surprising them with a hearing experience that exceeds their expectations thanks to a perfect blend of know-how, technology and human touch.
The development of the new brand identity is part of the Company's broader strategy which aims to lead a real cultural change in our industry, redefining the way customers feel about their hearing and the way in which they are educated, involved and served. As industry leader, Amplifon wants to anticipate the needs of its always younger and more connected customers, continuing to use innovative technologies and proprietary solutions to improve their hearing experience.
The new brand identity is expressed consistently across all touchpoints, beginning with the new consumer websites in UK, Italy, Germany, the Netherlands, France, Portugal, Spain and US. They optimize user experience and seek to meet the needs of all users, from the most mature to the youngest, from the most active to those who only want more information or assistance. The new web experience, part of the Company's marketing and communication strategy, enhances the digital touchpoints and leverages the habits of millions of baby boomers.
Grasp the beauty of every Moment.
Our people
Global HR vision
Our goal is to improve people's quality of life thanks to our professional skills and highly customized services tailored to each customer, thus creating unparalleled value for our people, as well as for our stakeholders. To fulfill this objective and continue to be the employer of choice in the hearing care industry, we are committed to attracting, training, developing, retaining and rewarding the best talent throughout their career path.
People
HEARING CARE PROFESSIONALS 55.8 SUPPORT FUNCTIONS 12.0 SALES FORCE 32.2 By role %
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| By region | EMEAAMERICAS | APAC | CORPORATE | Total | Total | |
| Hearing care professionals | 2,505 | 71 | 538 | 0 | 3.,114 | 2,629 |
| Other shop personnel | 1,946 | 99 | 535 | 0 | 2,580 | 2,287 |
| Sales force | 4,451 | 170 | 1,073 | 0 | 5,694 | 4,916 |
| Support functions | 798 | 259 | 372 | 81 | 1,510 | 1,417 |
| Total employees | 5,249 | 429 | 1,445 | 81 | 7,204 | 6,333 |
| Sales force not on payroll | 1,485* | 3,900** | 0 | 0 | 5,385*** | 5,345 |
| Overall Total | 6,734 | 4,329 | 1,445 | 81 | 12,589 | 11,678 |
* of which 1,011 hearing care professionals
** estimated number, of which 2,900 hearing care professionals
*** estimated number, of which 3,911 hearing care professionals
Key resources
Hearing care professionals & client advisors
Marketing & sales management
31% of the people who work in support functions are dedicated to marketing and sales management. We offer them diversified, stimulating and innovative roles, through which one can help to improve customer service and promote excellence in our points of sale.
Support functions
The 1,510 of our colleagues who cover support function roles guarantee excellence and innovation in key company processes and work closely with our people on the field in an exciting international environment.
Employer branding
We are committed to attracting and retaining the best talents who are prone to excelling, stimulated by the possibility of being part of a team in a dynamic international environment, and with a strong vocation for innovation. To this end, we have developed a global digital HR strategy which is expressed through a global website available in 6 different languages and 14 country websites dedicated to sharing the appeal of our industry and our Company, as well as the professional growth opportunities within the Company.
Having a true and intense conversation to tell who we are and explain the career opportunities available in our countries is of paramount importance to engage the best talents. For this reason, our brands are present on LinkedIn, Facebook, Twitter, Youtube and Instagram with pages dedicated to telling our success stories and showing the career opportunities we offer.
64% of the people who visit the Global Career Website also explore our Local Career Websites.
19% of the people who visit Local Career Websites show interest in our open positions.
Linkedin: over 17,000 followers.
Career Facebook: over 8,000 fans. http://careers.amplifon.com/global
Engagement
In 2016, after years of experience in surveying our people at a country level, we conducted for the first time our Global Engagement Survey which covered the following areas:
- Achievement & development
- Caring & respect
- Trust & communication
- Ownership & pride
The survey results not only allowed us to better understand our people and the source of their motivation and engagement, but also provided us with interesting input and insights so that we can focus our efforts on finding ways to better meet their needs.
Key results
Supporting growth
Continuous learning
Our training programs are designed on the specific needs of our people. For those who work directly with customers we offer classroom training, e-learning, coaching and workshops. We created the Audiologist Excellence, a comprehensive global training & career development program entirely dedicated to hearing care professionals from all over the world with the aim of enhancing the meaning of excellence in our stores.
Mentoring
We propose personalized learning paths with our top performers in order to develop the competencies and unleash the potential of other colleagues in the organization.
Knowledge sharing
We continually promote the sharing of best practices and knowledge across our global network, also by means of innovative collaboration tools. The Audiologist Excellence program was also designed with a view to facilitating the exchange of best practices across our global network of hearing care professionals.
Professional development
We support the development of career paths that are unique to each person and based on one's strengths and aspirations. Careers in Amplifon have no boundaries and can follow amazing, unconventional paths.
Rewarding results
We reward targets reached by means of performance reviews with transparent criteria to be sure that we all share the same ambitious business objectives. Every year our best professionals all over the world are assigned shares. Today about 610 of our hearing care professionals benefit from our Performance Stock Grant Plan since we firmly believe in sharing the value created by our Company with the people who make it possible.
Performance Stock Grant Plan
610 HEARING CARE PROFESSIONALS
Talent management
T-Lab: preparing the leaders of tomorrow
The T-Lab program is a systematic, structured and formal process used to identify the resources with the capabilities and potential to cover key positions. We provide the participants with customized training programs, greater visibility, accelerated and international career opportunities, assignment to global projects, mentoring from the Company's Senior Managers, and specific incentive and retention plans.
Compass Programs
The Blue and Green Compass Programs are international programs aimed at boosting skills and encouraging knowledge exchange and international networking. Entirely designed by and for us, the Compass programs are delivered in partnership with the best-ranked business schools in the world and offered across all areas and levels within the Company.
aGO: Amplifon Onboarding Program
aGO is Amplifon's Global Onboarding Program thanks to which, every year, 50 international colleagues have the opportunity to increase their understanding of our truly global and cross-functional approach to business, meet our Executives and network.
Recognizing excellence
The High Achievers Club
Each year, based on performance monitoring, high-achievers will be invited to join their country's Club. Members receive excellent benefits, from networking opportunities to special event access.
The Charles Holland Award
It is the highest recognition that can be achieved by a store team within Amplifon. The international award is based on 5 pillars: customer care, innovation, growth, teamwork and productivity, which every year allow us to identify the winning shops. Only 50 out of our over 4,000 stores worldwide stand out for their excellent performance and services and become part of Amplifon's history.
A virtuous cycle for the community
Providing hearing solutions and services is in itself an important contribution to the community as hearing is of paramount importance to the quality of people's lives.
We actively contribute to social wellbeing: being able to hear is essential at any age as it allows the development of oral communication skills, speech comprehension, the ability to interact with others and, therefore, has strong implications for integration and the right to quality of life and safety.
We are fully committed to spreading accurate information on hearing health and preventive education, as a well-informed society can improve people's quality of life and have a positive effect on society, in general. For this reason, all the Group's companies promote and support various social initiatives and public awareness campaigns also in partnership with other institutions.
Miracle-Ear Foundation
We believe everybody deserves high quality hearing solutions and services, that is why in the US the Miracle-Ear Foundation® provides hearing aids, follow-up care, and educational resources to people with hearing loss who do not have the financial resources needed to meet their hearing health needs. It also supports ongoing programs including Gift of Sound™ hearing aid program, Hear Again™ hearing aid recycling program, One Day Without Sound™ noise induced hearing loss awareness campaign. Since 1990 the Miracle-Ear Foundation® has donated more than 13,000 hearing aids in the U.S.A.
hearing solutions donated in 2016
2,700 150,000 +28%
hearing protection kits distributed in 2016
recycled hearing aids vs. 2015
Our commitment to all stakeholders
We firmly believe that it's only through strong investment in talent engagement, continuous professional development, support and recognition that our people can go 'above and beyond' and build a fulfilling career.
Our people Our customers
We improve people's quality of life by offering customized solutions and ongoing support. We are committed to giving back the joy of hearing, enriching people's personal and social experiences, so that they can enjoy life to its fullest.
The community
We are fully committed to promoting the wellness culture, to spreading accurate information on hearing health and to continually evolving the efficiency of hearing solutions. We believe that more knowledgeable people respond more promptly to hearing loss and live better.
The medical community
Through the Amplifon Centre for Research and Studies (CRS), we disseminate the advances in the fields of audiology and otolaryngology, in addition to supporting the professional development of doctors, hearing care professionals and speech therapists.
Our partners
Our know-how, attitude for listening and expertise in hearing solutions and services generate positive synergies with our main partners, always aiming at improving customers' experience.
Our shareholders
The results we deliver year after year vouch not only for our global leadership and our continued growth, but also for our commitment to our Shareholders ensuring solid returns to their investments.
The CRS
For over 40 years, through the CRS, we have been a specialized partner for the scientific community, supporting the development of doctors, hearing care professionals and speech therapists.
Founded by Charles Holland in 1971, to promote clinical research and disseminate information on the advances and new developments in the fields of audiology and otology, today the CRS is an international point of reference in the hearing care industry.
Projects
International research projects in partnership with prominent European institutions:
- AHEAD (Advancement of Hearing Assessment Methods & Devices)
- I e II, HEAR (Hereditary Deafness Epidemiology And Clinical Research)
- GENDEAF (Genetic Deafness), as a coordinator for the European Commission
Training
Training courses and scientific congresses:
- Over 700 events from 1971 to 2016
- 100-150 participants on average per event
Awards
- CRS International Award, presented to scholars for their contribution to the development in the fields of audiology and otology
- Best Italian thesis in ENT, Audiology and Speech Therapy
Editorial activities
- Developing and disseminating specialized publications
- Running a major audiology and otolaryngology library for professionals, researchers and students
Consensus Paper
Developed thanks to the CRS, it is Amplifon's most important initiative focused on increasing public awareness. The Consensus Paper is a short scientific paper, written for the general public, which addresses a specific topic of hearing each year which is commented and further explored by the most important international experts on the subject.
Amplifon's first steps towards a Sustainability Report
As the global leader in hearing solutions and services, we know we play a significant role in improving the quality of life of our customers, employees, and society in general.
Our stakeholders, and Amplifon itself, want us to deliver services and experiences that go beyond expectations. To this end, in 2016 we took the first steps from our existing commitments to our stakeholders to develop a global program for Corporate Social Responsibility (CSR) in order to establish CSR reporting processes in accordance with the Global Reporting Initiative (GRI) and report on sustainability matters each year.
Corporate bodies
The Corporate Governance structure is based on the principles outlined in the Corporate Governance Code for Listed Companies, proposed by the Committee for the Corporate Governance of Listed Companies, adhered to by Amplifon in both its original version issued in 2001 and the subsequent version issued in December 2011.
A detailed description is available in the 'Report on Corporate Governance and Ownership Structure'.
Board of Directors
| Role | Name | Executive | Non Executive |
Independent(1) | R.C.S.C.(2) | R.A.C.(3) |
|---|---|---|---|---|---|---|
| Chairperson | Susan Carol Holland | • | • | • | ||
| CEO | Enrico Vita | • | ||||
| Director | Andrea Casalini | • | • | • | ||
| Director | Alessandro Cortesi(4) | • | • | • | ||
| Director | Maurizio Costa | • | • | • | ||
| Director | Laura Donnini | • | • | • | ||
| Director | Maria Patrizia Grieco | • | • | • | ||
| Director | Lorenzo Pozza | • | • | • | ||
| Director | Giovanni Tamburi | • | • |
The Board of Directors was appointed by the Shareholders' Meeting held on April 18th, 2016 and will remain in office until the publication of the Financial Statements at December 31st, 2018. The Curricula Vitae of the members of the Board of Directors are available on the website: Amplifon.com/corporate.
(1) Directors that declare they qualify as independent as defined under current law and in the Italian Stock Exchange Corporate Governance Code.
(2) R.C.S.C.: Members of the Risk, Control and Sustainability Committee.
(3) R.A.C.: Members of the Remuneration and Appointment Committee.
(4) Director appointed by the minority shareholders and independent pursuant to the Corporate Governance Code for Listed Companies established by the Corporate Governance Committee for Listed Companies promoted by Borsa Italiana S.p.A..
The Board of Statutory Auditors was appointed by the Shareholders' Meeting held on April, 21st, 2015 and will remain in office until the Shareholders' Meeting convene to approve the Financial Statements at December 31st, 2017.
(5) Member of the Supervisory Board expressed by the minority list.
Board of Statutory Auditors
| Role | Name |
|---|---|
| Chairperson | Raffaella Pagani(5) |
| Standing auditor | Maria Stella Brena |
| Standing auditor | Emilio Fano |
| Alternate auditor | Alessandro Grange(5) |
| Alternate auditor | Claudia Mezzabotta |
Risk, Control & Sustainability Committee
| Role | Name |
|---|---|
| Chairperson | Lorenzo Pozza |
| Member | Susan Carol Holland |
| Member | Alessandro Cortesi |
| Member | Laura Donnini |
Remuneration & Appointment Committee
| Role | Name |
|---|---|
| Chairperson | Maurizio Costa |
| Member | Susan Carol Holland |
| Member | Andrea Casalini |
| Member | Maria Patrizia Grieco |
Related Parties Transactions Committee
| Role | Name |
|---|---|
| Chairperson | Andrea Casalini |
| Member | Laura Donnini |
| Member | Giovanni Tamburi |
Lead Independent Director
Lorenzo Pozza
Executive responsible for financial reporting
Ugo Giorcelli*
External auditors
PricewaterhouseCoopers S.p.A.
* The Board of Directors during its meeting on February, 28th, 2017 appointed Gabriele Galli Executive responsible for financial reporting effective March1st, 2017, date of his appointment as Chief Financial Officer.
Supervisory Board
| Role | Name |
|---|---|
| Chairperson | Lorenzo Pozza |
| Member | Laura Donnini |
| Member | Paolo Tacciaria (Head of Internal Audit) |
Head of Internal Audit
Paolo Tacciaria
Secretary of the Board
of Directors
Luigi Colombo
Report for Investors
Amplifon in the stock exchange
Key share data
| Stock exchange | MTA-STAR | Nominal value | €0.02 |
|---|---|---|---|
| Bloomberg ticker | AMP:IM | Average price(3) | €8.458 |
| Share capital(1) | €4,524 | Average volumes(3) | 527,019 |
| N° of shares outstanding(2) | 219,252,051 | Market capitalization(1) | €2,047 |
(1) At 31/12/2016, in million Euros (2) Treasury shares excluded
(3) Last 12 months
Shareholding
Shareholder structure as of December 31st, 2016*
* The percentage refer to the share capital on December 31st, 2016 and to the shareholdings at the moment of the communication to Consob as provided for by the art. 120 of T.U.F..
Increased voting rights
The possibility of exercising increased voting rights, adopted by the Extraordinary Shareholders' Meeting held on January 29th, 2015, was established with a view to pursuing stability and loyalty of the shareholder base, and reflects the changes made to Corporate Law introduced in Article 20 of Legislative Decree 91 dated June 24th, 2014 (the "Competitiveness Decree"), which gives shareholders the option to obtain increased voting rights equal to two votes for each share held for at least 24 consecutive months from the registration date shown in the shareholder register prepared by the Company in accordance with current law and regulations. On December 31st, 2016, there were 113,545,051 registered shares (51.79% of the Company's voting capital), of which 112,547,280 shares (51.33% of the voting capital) owned by the majority shareholder Ampliter N.V..
Relations with the financial community
Stock coverage
As of December 31st, 2016 the stock was covered by 16 brokers who actively followed the company, published specific research and analyses, and issued generally positive recommendations.
| Banca Akros | Exane BNP Paribas | Jefferies International | |
|---|---|---|---|
| Banca Aletti | Fidentiis Equities | Kepler Chevreux | |
| Bank of America Merrill Lynch | Goldman Sachs | Mainfirst | |
| Banca IMI | HSBC | Mediobanca | |
| Commerzbank | Intermonte | Sanford Bernstein | |
Equita Sim
Conference call
Amplifon organizes conference calls with the financial community (analysts and institutional investors) for the release of its annual, half-year and quarterly results. On March 17th, 2016 Amplifon also organized an Analyst & Investor Day during which the management team shared with the financial community its strategies, business objectives, growth opportunities and aspirations for the three-year period 2016- 2018.
Roadshow
In 2016, the Company's management team - Chief Executive Officer and Chief Financial Officer - and Investor Relator organized several roadshows in the main global financial markets: London, Paris, Copenhagen, New York, Boston, Chicago, Toronto, Milano, Zurich, Geneva, Frankfurt, Munich, Lisbon and Amsterdam.
Conferences
Throughout the year the Company's management team - Chief Executive Officer and Chief Financial Officer - and Investor Relator attended numerous international healthcare conferences organized by primary institutions such as BofA Merrill Lynch Global, Commerzbank and Nordea; as well as conferences for Italian and/or medium sized companies organized by J.P. Morgan, Sanford Bernstein, Goldman Sachs, Unicredit, Kepler Cheuvreux, Mediobanca and Borsa Italiana with the support of Intermonte, Equita SIM and Banca IMI.
Report on Operations at 31 December 2016
Report on Operations at 31 December 2016
| Comments on the Financial Results | 53 |
|---|---|
| Consolidated Income Statement | 55 |
| Reclassified Consolidated Balance Sheet | 58 |
| Condensed Reclassified Consolidated Cash Flow Statement | 59 |
| Indicators | 60 |
| Income Statement Review | 62 |
| Balance Sheet Review | 79 |
| Acquisition of Companies and Businesses | 89 |
| Statement of changes in Net Equity and the results for the period of the Parent Company Amplifon S.p.A. and the Group Net Equity and results for the period |
|
| in question at 31 December 2016 | 90 |
| Risk Management | 91 |
| Treasury Shares | 101 |
| Research and Development | 102 |
| Transactions between Group Companies and with related parties |
102 |
| Contingent Liabilities | 102 |
| Outlook | 103 |
Comments on the Financial Results
In 2016 the Amplifon Group achieved for the second consecutive record year results thanks to the excellent performance recorded in all geographic areas in which it operates. It continues, in fact, the strong organic growth which, accompanied by the continued expansion of the network in strategic markets, has significantly contributed to increasing the Group's profitability.
Specifically, the year closed with total revenues of €1,133.1 million (+ 9.6% compared to 2015), profitability (EBITDA) amounted to €186.9 million (+13.1% compared to 2015) and a net profit of €63.6 million, with reference to recurring operations rose to €70.8 million, an increase of 34.2% over the previous year.
Revenue performance
In 2016 revenue from sales and services reached a record level of €1,133,097 thousand, an increase of 9.6% on the prior record set in 2015 (€1,033,977 thousand). This important result was achieved thanks mainly to continuous organic growth, comprehensive of the effect of new openings, which came to €76,217 thousand (+7.4%), along with acquisitions which contributed €30,870 thousand (+3.0%). Exchange differences had a negative impact of €7,967 thousand (-0.8%).
All the geographic areas contributed to the growth in sales. More in detail:
- in Europe, the Middle East and Africa a boost from strong organic growth (comprehensive of the effect of new openings), along with the acquisitions made mainly in Germany and France, caused revenue to increase by 9.5% at current exchange rates and by 10.5% at constant exchange rates compared to the prior year;
- in the Americas revenue rose 8.3% primarily in the second part of the year thanks in particular to higher investments in marketing;
- in Asia-Pacific sales were up 10.9% at current exchange rates and 11.6% at constant exchange rates.
Profit performance
The growth in revenue resulted in a significant increase in profitability across all the Group's geographies. Gross operating profit (EBITDA) amounted to a record €186,859 thousand, an increase of €21,682 thousand against the prior year (+13.1%). Net of the exchange differences, which had a positive impact of some €441 thousand in 2016, and non-recurring costs which amounted to €2,502 thousand in 2016 versus €2,186 thousand in 2015, the rise in EBITDA reaches €21,557 thousand (+12.9%). The recurring EBITDA margin reached 16.7%, an increase of 0.5 percentage points against 2015.
Changes in net debt
The Group's financial structure continues to be extremely solid with recurring free cash flow reaching €85,561 thousand (€88,896 thousand in 2015) after absorbing capital expenditure which was €14,413 thousand higher than in the comparison period. Net financial indebtedness came to €224,421 thousand at 31 December 2016, a slight increase of €19,510 thousand with respect to 31 December 2015 which is the direct consequence of the acquisitions made in the period (€79,355 thousand), the payment of dividends to shareholders in the second quarter (€9,427 thousand), the purchase of treasury shares net of the proceeds from the exercise of stock options (€16,145 thousand) and the non-recurring costs incurred for an acquisition which was not completed (€2,502 thousand).
At 31 December 2016 gross debt amounted to €408,255 thousand, €379,566 thousand of which longterm. Cash and cash equivalents of €183,834 thousand and the €277 million in available credit lines, €165 million of which irrevocable and expiring year-end 2021, ensure the flexibility needed to take advantage of any opportunities to consolidate and develop business that might materialize.
Consolidated Income Statement
| (€ thousands) | FY 2016 | FY 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
||
| Revenues from sales and services |
1,133,097 | - | 1,133,097 | 100.0% | 1,033,977 | - | 1,033,977 | 100.0% | 9.6% | |
| Operating costs | (942,279) | - | (942,279) | -83.2% | (868,861) | (6,792) | (875,653) | -84.0% | 8.4% | |
| Other costs and revenues | (1,457) | (2,502) | (3,959) | -0.1% | 2,247 | 4,606 | 6,853 | 0.2% | -164.8% | |
| Gross operating profit (EBITDA) |
189,361 | (2,502) | 186,859 | 16.7% | 167,363 | (2,186) | 165,177 | 16.2% | 13.1% | |
| Depreciation and write-downs of non-current assets |
(38,967) | - | (38,967) | -3.4% | (38,993) | (238) | (39,231) | -3.8% | -0.1% | |
| Operating result before the amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
150,394 | (2,502) | 147,892 | 13.3% | 128,370 | (2,424) | 125,946 | 12.4% | 17.2% | |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(15,354) | (5,489) | (20,843) | -1.4% | (12,320) | (2,620) | (14,940) | -1.2% | 24.6% | |
| Operating profit (EBIT) | 135,040 | (7,991) | 127,049 | 11.9% | 116,050 | (5,044) | 111,006 | 11.2% | 16.4% | |
| Income, expenses, valuation and adjustments of financial assets |
432 | - | 432 | 0.0% | 334 | 1,253 | 1,587 | 0.0% | 29.3% | |
| Net financial expenses | (18,953) | - | (18,953) | -1.7% | (20,871) | (2,854) | (23,725) | -2.0% | -9.2% | |
| Exchange differences and non hedge accounting instruments |
(1,157) | - | (1,157) | -0.1% | (771) | - | (771) | -0.1% | 50.1% | |
| Profit (loss) before tax | 115,362 | (7,991) | 107,371 | 10.2% | 94,742 | (6,645) | 88,097 | 9.2% | 21.8% | |
| Current tax | (45,042) | 785 | (44,257) | -4.0% | (41,366) | 2,053 | (39,313) | -4.0% | 8.9% | |
| Deferred tax | 662 | - | 662 | 0.1% | (675) | (1,397) | (2,072) | -0.1% | -198.1% | |
| Net profit (loss) | 70,982 | (7,206) | 63,776 | 6.3% | 52,701 | (5,989) | 46,712 | 5.1% | 34.7% | |
| Profit (loss) of minority interests | 156 | - | 156 | 0.0% | (93) | - | (93) | 0.0% | -267.7% | |
| Net profit (loss) attributable to the Group |
70,826 | (7,206) | 63,620 | 6.3% | 52,794 | (5,989) | 46,805 | 5.1% | 34.2% |
(*) See table on page 57 for details of non-recurring transactions.
EBITDA is the operating result before charging amortisation, depreciation and impairment of both tangible and intangible fixed assets
EBITA is the operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations
EBIT EBIT is the operating result before financial income and charges and taxes
| (€ thousands) | Q4 2016 | Q4 2015 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring (*) |
Total | % on recurring |
Recurring | Non recurring (*) |
Total | % on recurring |
Change % on recurring |
|
| Revenues from sales and services |
329,156 | - | 329,156 | 100.0% | 300,229 | - | 300,229 | 100.0% | 9.6% |
| Operating costs | (261,242) | - | (261,242) | -79.4% | (241,968) | - | (241,968) | -80.6% | 8.0% |
| Other costs and revenues | (181) | - | (181) | -0.1% | 822 | 2,590 | 3,412 | 0.3% | -122.0% |
| Gross operating profit (EBITDA) |
67,733 | - | 67,733 | 20.6% | 59,083 | 2,590 | 61,673 | 19.7% | 14.6% |
| Depreciation and write-downs of non-current assets |
(11,753) | - | (11,753) | -3.6% | (12,193) | (238) | (12,431) | -4.1% | -3.6% |
| Operating result before the amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
55,980 | - | 55,980 | 17.0% | 46,890 | 2,352 | 49,242 | 15.6% | 19.4% |
| Amortization and impairment of trademarks, customer lists, lease rights and non competition agreements and goodwill |
(3,982) | (5,489) | (9,471) | -1.2% | (1,116) | (2,620) | (3,736) | -0.4% | 256.8% |
| Operating profit (EBIT) | 51,998 | (5,489) | 46,509 | 15.8% | 45,774 | (268) | 45,506 | 15.2% | 13.6% |
| Income, expenses, valuation and adjustments of financial assets |
154 | - | 154 | 0.0% | 116 | - | 116 | 0.0% | 32.8% |
| Net financial expenses | (4,967) | - | (4,967) | -1.5% | (5,202) | - | (5,202) | -1.7% | -4.5% |
| Exchange differences and non hedge accounting instruments |
(976) | - | (976) | -0.3% | 373 | - | 373 | 0.1% | -361.7% |
| Profit (loss) before tax | 46,209 | (5,489) | 40,720 | 14.0% | 41,061 | (268) | 40,793 | 13.7% | 12.5% |
| Current tax | (14,584) | - | (14,584) | -4.4% | (15,086) | 1,305 | (13,781) | -5.0% | -3.3% |
| Deferred tax | (1,797) | - | (1,797) | -0.5% | (2,428) | (3,031) | (5,459) | -0.8% | -26.0% |
| Net profit (loss) | 29,828 | (5,489) | 24,339 | 9.1% | 23,547 | (1,994) | 21,553 | 7.8% | 26.7% |
| Profit (loss) of minority interests |
56 | - | 56 | 0.0% | 71 | - | 71 | 0.0% | -21.1% |
| Net profit (loss) attributable to the Group |
29,772 | (5,489) | 24,283 | 9.0% | 23,476 | (1,994) | 21,482 | 7.8% | 26.8% |
(*) See table on page 57 for details of non-recurring transactions.
The details of the non-recurring transactions included in the previous tables are shown below.
| (€ thousands) | FY 2016 | FY 2015 | Q4 2016 | Q4 2015 |
|---|---|---|---|---|
| Advisory fees and expenses related to an acquisition process which was not completed |
(2,502) | - | - | - |
| Expenses linked to the transition in the Group's leadership | - | (6,792) | - | - |
| Restructuring costs incurred in the Netherlands | - | (943) | - | (415) |
| Income generated in the United States as a result of early termination of commercial partnership and compensation for damages related to unfair competition |
- | 3,062 | - | 518 |
| Income recognized in India following the cancellation of the earn-out related to the 2012 acquisition of the Beltone stores |
- | 2,487 | - | 2,487 |
| Impact of the non-recurring items on EBITDA | (2,502) | (2,186) | - | 2,590 |
| Partial write-down of goodwill recognized in UK in 2006 with the acquisition of the Ultravox Group |
(5,489) | - | (5,489) | - |
| Goodwill impairment recognized in India | - | (2,620) | - | (2,620) |
| Write-down of the residual assets of restructured stores in the Netherlands |
- | (238) | - | (238) |
| Impact of the non-recurring items on EBIT | (7,991) | (5,044) | (5,489) | (268) |
| Make whole payment for advanced repayment of the 2006-2016 private placement |
- | (4,289) | - | - |
| Income generated in the United States by eliminating the discounting of receivables entirely repaid by a partner following early termination of the commercial partnership |
- | 1,435 | - | - |
| Income recognized in New Zealand following the acquisition of 100% of Dilworth Hearing Ltd (already 40% held) pursuant to IFRS 3R related to the accounting of step up acquisitions |
- | 1,253 | - | - |
| Impact of the non-recurring items pre-tax | (7,991) | (6,645) | (5,489) | (268) |
| Impact of the above items on the taxes for the year | 785 | 2,349 | - | (33) |
| Write-down of deferred tax assets recognized in following change in IRES (corporate income tax) tax rate from 27.5% to 24%, effective as of 2017, as approved by the Parliament |
||||
| in December 2015 | - | (1,693) | - | (1,693) |
| Impact of the non-recurring items on total net result | (7,206) | (5,989) | (5,489) | (1,994) |
Reclassified Consolidated Balance Sheet
The reclassified Consolidated Balance Sheet aggregates assets and liabilities according to operating functionality criteria, subdivided by convention into the following three key functions: investments, operations and finance.
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Goodwill | 635,132 | 572,150 | 62,982 |
| Non-competition agreements, trademarks, customer lists and lease rights | 110,401 | 98,115 | 12,286 |
| Software, licences, other intangible fixed assets , fixed assets in progress and advances | 51,505 | 43,298 | 8,207 |
| Tangible assets | 119,794 | 102,675 | 17,119 |
| Financial fixed assets (1) | 45,271 | 42,326 | 2,945 |
| Other non-current financial assets (1) | 6,214 | 4,236 | 1,978 |
| Non-current assets | 968,317 | 862,800 | 105,517 |
| Inventories | 31,370 | 28,956 | 2,414 |
| Trade receivables | 127,278 | 111,727 | 15,551 |
| Other receivables | 42,162 | 34,068 | 8,094 |
| Current assets (A) | 200,810 | 174,751 | 26,059 |
| Operating assets | 1,169,127 | 1,037,551 | 131,576 |
| Trade payables | (131,181) | (113,343) | (17,838) |
| Other payables (2) | (121,037) | (110,410) (*) | (10,627) |
| Provisions for risks and charges (current portion) | (2,346) | (1,646) (*) | (700) |
| Current liabilities (B) | (254,564) | (225,399) (*) | (29,165) |
| Net working capital (A) - (B) | (53,754) | (50,648) (*) | (3,106) |
| Derivative instruments (3) | (10,212) | (6,988) | (3,224) |
| Deferred tax assets | 40,744 | 40,743 | 1 |
| Deferred tax liabilities | (62,405) | (55,695) | (6,710) |
| Provisions for risks and charges (non-current portion) | (59,341) | (50,053) (*) | (9,288) |
| Liabilities for employees' benefits (non-current portion) | (16,609) | (15,572) | (1,037) |
| Loan fees (4) | 1,468 | 2,197 | (729) |
| Other non-current payables | (26,127) | (21,708) (*) | (4,419) |
| NET INVESTED CAPITAL | 782,081 | 705,076 | 77,005 |
| Group net equity | 557,371 | 499,471 | 57,900 |
| Minority interests | 289 | 694 | (405) |
| Total net equity | 557,660 | 500,165 | 57,495 |
| Net medium and long-term financial indebtedness (4) | 379,566 | 382,542 | (2,976) |
| Net short-term financial indebtedness (4) | (155,145) | (177,631) | 22,486 |
| Total net financial indebtedness | 224,421 | 204,911 | 19,510 |
| OWN FUNDS AND NET FINANCIAL INDEBTEDNESS | 782,081 | 705,076 | 77,005 |
Notes for reconciling the condensed balance sheet with the statutory balance sheet:
(1) "Financial fixed assets" and "Other non-current financial assets" include equity interests valued using the net equity method, financial assets at fair value through profit and loss and other non-current assets;
(2) "Other payables" includes other liabilities, accrued liabilities and deferred income, current portion of liabilities for employees' benefits and tax liabilities;
(3) "Derivative instruments" includes cash flow hedging instruments not comprised in the item "Net medium and long-term financial indebtedness";
(4) The item "loan fees" is presented in the balance sheet as a direct reduction of the short-term and medium/long-term components of the items "financial payables" and "financial liabilities" for the short term and long term portion respectively.
(*) Pursuant to IAS 8, the comparative figures have been reclassified as shown in the following table.
| (€ thousands) | 31/12/2015 Revised | 31/12/2015 Reported | Change |
|---|---|---|---|
| Other payables | (110,410) | (131,432) | 21,022 |
| Provisions for risks and charges (current portion) | (1,646) | (1,378) | (268) |
| Provisions for risks and charges (non-current portion) | (50,053) | (48,407) | (1,646) |
| Other non-current payables | (21,708) | (2,600) | (19,108) |
| Total | (183,817) | (183,817) | - |
Condensed Reclassified Consolidated Cash Flow Statement
The condensed consolidated cash flow statement represents a summary version of the reclassified cash flow statement detailed in the following pages and its purpose is, starting from the EBIT, to detail the flows generated from or absorbed by operating, investing and financing activities.
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Operating profit (EBIT) | 127,049 | 111,006 |
| Amortization, depreciation and write down | 59,810 | 54,170 |
| Provisions, other non-monetary items and gain/losses from disposals | 22,997 | 23,944 |
| Net financial expenses | (18,672) | (23,055) |
| Taxes paid | (40,539) | (38,242) |
| Changes in net working capital | (7,023) | 326 |
| Cash flow generated from (absorbed by) operating activities (A) | 143,622 | 128,149 |
| Cash flow generated from (absorbed by) operating investing activities (B) | (61,145) | (38,419) |
| Free cash flow (A+B) | 82,477 | 89,730 |
| Cash flow generated from (absorbed by) business combinations (C) | (79,355) | (41,073) |
| (Purchase) sale of other investments, securities and reductions of earn outs (D) | 34 | 9,423 |
| Cash flow generated from (absorbed by) investing activities (B+C+D) | (140,466) | (70,069) |
| Cash flow generated from (absorbed by) operating and investing activities | 3,156 | 58,080 |
| Dividends | (9,427) | (9,356) |
| Fees paid on medium/long-term financing | (322) | - |
| Treasury shares | (18,841) | (6,601) |
| Capital increases, third parties contributions, dividends paid to third parties by subsidiaries | 2,349 | 4,206 |
| Hedging instruments and other changes in non-current assets | (305) | (2,015) |
| Net cash flow from the period | (23,390) | 44,314 |
| Net financial indebtedness at the beginning of the period | (204,911) | (248,417) |
| Effect of the exchange rate fluctuations on the net financial position | 3,880 | (808) |
| Change in net financial position | (23,390) | 44,314 |
| Net financial indebtedness at the end of the period | (224,421) | (204,911) |
The impact of non-recurring transactions on free cash flow in the period is shown in the following table.
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Free cash flow | 82,477 | 89,730 |
| Free cash flow generated by non recurring transactions (see page 88 for details) | (3,084) | 834 |
| Free cash flow generated by recurring transactions | 85,561 | 88,896 |
Indicators
| 31/12/2016 | 31/12/2015 | |
|---|---|---|
| Net financial indebtedness (€ thousands) | 224,421 | 204,911 |
| Net Equity (€ thousands) | 557,660 | 500,165 |
| Group Net Equity (€ thousands) | 557,371 | 499,471 |
| Net financial indebtedness/Net Equity | 0.40 | 0.41 |
| Net financial indebtedness/Group Net Equity | 0.40 | 0.41 |
| Net financial indebtedness/EBITDA | 1.17 | 1.21 |
| EBITDA/Net financial charges | 11.19 | 7.93 |
| Earnings per share (EPS) (€) | 0.29008 | 0.21465 |
| Diluted EPS (€) | 0.28262 | 0.20812 |
| Earnings per share – Recurring operations (EPS) (€) | 0.32293 | 0.24212 |
| Diluted EPS – Recurring operations (€) | 0.31463 | 0.23475 |
| Group Net Equity per share (€) | 2.542 | 2.278 |
| Dividend per share (DPS) (€) (*) | 0.070 | 0.043 |
| Pay-out ratio (%) (*) | 24.13% | 20.03% |
| Dividend yield (%) (*) | 0.77% | 0.54% |
| Period-end price | 9.050 | 7.995 |
| Highest price in period (€) | 10.080 | 8.015 |
| Lowest price in period (€) | 6.710 | 4.824 |
| Price/earnings ratio (P/E) | 31.20 | 37.25 |
| Price/earnings ratio (P/E) – Recurring operations | 28.02 | 33.02 |
| Share price/net equity per share | 3.560 | 3.509 |
| Market capitalisation (€ millions) | 2,047.22 | 1,752.78 |
| Number of shares outstanding | 219,252,051 | 219,233,947 |
(*) values determined based on the dividend proposed by the Board of Directors at the Shareholders General Meeting convened for 20 April 2017
- The net financial indebtedness/net equity ratio is the ratio of net financial indebtedness to total net equity
- The net financial indebtedness/Group net equity ratio is the ratio of the net financial indebtedness to the Group's net equity
- The net financial indebtedness/EBITDA ratio is the ratio of net financial indebtedness to EBITDA for the last four quarters (determined with reference to recurring business only on the basis of pro forma figures where there were significant changes to the structure of the Group)
-
The EBITDA/net financial charges ratio is the ratio of EBITDA for the last four quarters (determined with reference to recurring business only on the basis of restated figures where there were significant changes to the structure of the Group) to net interest payable and receivable of the same last 4 quarters
-
Earnings per share (EPS) (€) is net profit for the period attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively
- Diluted earnings per share (EPS) (€) is net profit for the period attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively
- Earnings per share recurring operations (EPS) (€) is net income from recurring operations for the year attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period, considering purchases and sales of treasury shares as cancellations or issues of shares, respectively
- Diluted earnings per share recurring operations (EPS) (€) is net income from recurring operations for the year attributable to the Parent's ordinary shareholders divided by the weighted average number of shares outstanding during the period adjusted for the dilution effect of potential shares. In the calculation of outstanding shares, purchases and sales of treasury shares are considered as cancellations and issues of shares, respectively
- Net Equity per share (€) is the ratio of Group equity to the number of shares outstanding
- Dividend per share (DPS) (€) is the dividend paid in the following year resolved by the shareholders' meeting approving the accounts for the year indicated. This indicator is not given in interim reports since it is only meaningful with reference to the full year result
- Pay-out ratio (%) is the ratio of the dividend paid to EPS
- Dividend yield (%) is the ratio of the dividend per share paid in the following year to the share price on 31 December of the year indicated
- Period-end price (€) is the closing price on the last stock exchange trading day of the period.
- Highest price (€) and lowest price (€) are the highest and lowest prices from 1 January to the end of the period
- Price/Earnings ratio (P/E) is the ratio of the share price on the last stock exchange trading day of the period to earnings per share
- Price/Earnings ratio (P/E) recurring operations is the ratio of the share price on the last stock exchange trading day of the period to earnings per share
- Share price/Net equity per share is the ratio of the share closing price on the last stock exchange trading day of the period to net equity per share
- Market capitalisation is the closing price on the last stock exchange trading day of the period multiplied by the number of shares outstanding
- The number of shares outstanding is the number of shares issued less treasury shares
Income Statement Review
Consolidated Income Statement by Segment and Geographic Area (*)
| (€ thousands) | FY 2016 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 753,717 | 214,881 | 162,947 | 1,552 | - | 1,133,097 |
| Operating costs | (625,856) | (175,970) | (113,801) | (26,652) | - | (942,279) |
| Other costs and revenues | (1,188) | (160) | (71) | (2,540) | - | (3,959) |
| Gross operating profit (EBITDA) | 126,673 | 38,751 | 49,075 | (27,640) | - | 186,859 |
| Depreciation and write-downs of non-current assets | (26,442) | (3,868) | (4,940) | (3,717) | - | (38,967) |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
100,231 | 34,883 | 44,135 | (31,357) | - | 147,892 |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(13,230) | (569) | (6,453) | (591) | - | (20,843) |
| Operating profit (EBIT) | 87,001 | 34,314 | 37,682 | (31,948) | - | 127,049 |
| Income, expenses, valuation and adjustments of financial assets |
432 | |||||
| Net financial expenses | (18,953) | |||||
| Exchange differences and non hedge accounting instruments |
(1,157) | |||||
| Profit (loss) before tax | 107,371 | |||||
| Current tax | (44,257) | |||||
| Deferred tax | 662 | |||||
| Net profit (loss) | 63,776 | |||||
| Profit (loss) of minority interests | 156 | |||||
| Net profit (loss) attributable to the Group | 63,620 |
| (€ thousands) | FY 2016 - Only recurring operations | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 753,717 | 214,881 | 162,947 | 1,552 | - | 1,133,097 |
| Gross operating profit (EBITDA) | 126,673 | 38,751 | 49,075 | (25,138) | - | 189,361 |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
100,231 | 34,883 | 44,135 | (28,855) | - | 150,394 |
| Operating profit (EBIT) | 92,490 | 34,314 | 37,682 | (29,446) | - | 135,040 |
| Profit (loss) before tax | 115,362 | |||||
| Net profit (loss) attributable to the Group | 70,826 |
(*) For the purposes of reporting on economic data by geographic area, please note that the Corporate structures are included in EMEA.
| (€ thousands) | FY 2015 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 688,057 | 198,494 | 146,897 | 529 | - | 1,033,977 |
| Operating costs | (584,907) | (161,460) | (101,364) | (27,922) | - | (875,653) |
| Other costs and revenues | 711 | 4,005 | 2,070 | 67 | - | 6,853 |
| Gross operating profit (EBITDA) | 103,861 | 41,039 | 47,603 | (27,326) | - | 165,177 |
| Depreciation and write-downs of non-current assets | (24,381) | (3,860) | (7,603) | (3,387) | - | (39,231) |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
79,480 | 37,179 | 40,000 | (30,713) | - | 125,946 |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(7,844) | (640) | (6,456) | - | - | (14,940) |
| Operating profit (EBIT) | 71,636 | 36,539 | 33,544 | (30,713) | - | 111,006 |
| Income, expenses, valuation and adjustments of financial assets |
1,587 | |||||
| Net financial expenses | (23,725) | |||||
| Exchange differences and non hedge accounting instruments |
(771) | |||||
| Profit (loss) before tax | 88,097 | |||||
| Current tax | (39,313) | |||||
| Deferred tax | (2,072) | |||||
| Net profit (loss) | 46,712 | |||||
| Profit (loss) of minority interests | (93) | |||||
| Net profit (loss) attributable to the Group | 46,805 |
| (€ thousands) | FY 2015 - Only recurring operations | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 688,057 | 198,494 | 146,897 | 529 | - | 1,033,977 |
| Gross operating profit (EBITDA) | 104,803 | 37,977 | 45,117 | (20,534) | - | 167,363 |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
80,661 | 34,117 | 37,513 | (23,921) | - | 128,370 |
| Operating profit (EBIT) | 72,817 | 33,477 | 33,677 | (23,921) | - | 116,050 |
| Profit (loss) before tax | 94,742 | |||||
| Net profit (loss) attributable to the Group | 52,794 |
| (€ thousands) | Q4 2016 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 227,210 | 57,874 | 43,180 | 892 | - | 329,156 |
| Operating costs | (175,046) | (47,584) | (30,638) | (7,974) | - | (261,242) |
| Other costs and revenues | (105) | (80) | 46 | (42) | - | (181) |
| Gross operating profit (EBITDA) | 52,059 | 10,210 | 12,588 | (7,124) | - | 67,733 |
| Depreciation and write-downs of non-current assets | (8,263) | (1,017) | (1,473) | (1,000) | - | (11,753) |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
43,796 | 9,193 | 11,115 | (8,124) | - | 55,980 |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(7,417) | (159) | (1,673) | (222) | - | (9,471) |
| Operating profit (EBIT) | 36,379 | 9,034 | 9,442 | (8,346) | - | 46,509 |
| Income, expenses, valuation and adjustments of financial assets |
154 | |||||
| Net financial expenses | (4,967) | |||||
| Exchange differences and non hedge accounting instruments |
(976) | |||||
| Profit (loss) before tax | 40,720 | |||||
| Current tax | (14,584) | |||||
| Deferred tax | (1,797) | |||||
| Net profit (loss) | 24,339 | |||||
| Profit (loss) of minority interests | 56 | |||||
| Net profit (loss) attributable to the Group | 24,283 |
| (€ thousands) | Q4 2016 - Only recurring operations | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 227,210 | 57,874 | 43,180 | 892 | - | 329,156 |
| Gross operating profit (EBITDA) | 52,059 | 10,210 | 12,588 | (7,124) | - | 67,733 |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
43,796 | 9,193 | 11,115 | (8,124) | - | 55,980 |
| Operating profit (EBIT) | 41,868 | 9,034 | 9,442 | (8,346) | - | 51,998 |
| Profit (loss) before tax | 46,209 | |||||
| Net profit (loss) attributable to the Group | 29,772 |
| (€ thousands) | Q4 2015 | |||||
|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | |
| Revenues from sales and services | 210,350 | 53,447 | 36,071 | 361 | - | 300,229 |
| Operating costs | (164,801) | (44,514) | (25,450) | (7,203) | - | (241,968) |
| Other costs and revenues | 183 | 914 | 2,286 | 29 | - | 3,412 |
| Gross operating profit (EBITDA) | 45,732 | 9,847 | 12,907 | (6,813) | - | 61,673 |
| Depreciation and write-downs of non-current assets | (6,439) | (932) | (4,153) | (907) | - | (12,431) |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
39,293 | 8,915 | 8,754 | (7,720) | - | 49,242 |
| Amortization and impairment of trademarks, customer lists, lease rights and non-competition agreements and goodwill |
(2,024) | (142) | (1,570) | - | - | (3,736) |
| Operating profit (EBIT) | 37,269 | 8,773 | 7,184 | (7,720) | - | 45,506 |
| Income, expenses, valuation and adjustments of financial assets |
116 | |||||
| Net financial expenses | (5,202) | |||||
| Exchange differences and non hedge accounting instruments |
373 | |||||
| Profit (loss) before tax | 40,793 | |||||
| Current tax | (13,781) | |||||
| Deferred tax | (5,459) | |||||
| Net profit (loss) | 21,553 | |||||
| Profit (loss) of minority interests | 71 | |||||
| Net profit (loss) attributable to the Group | 21,482 |
| (€ thousands) | Q4 2015 - Only recurring operations | ||||||
|---|---|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Corporate | Elim. | Total | ||
| Revenues from sales and services | 210,350 | 53,447 | 36,071 | 361 | - | 300,229 | |
| Gross operating profit (EBITDA) | 46,148 | 9,329 | 10,420 | (6,814) | - | 59,083 | |
| Operating result before amortisation and impairment of customer lists, trademarks, non-competition agreements and goodwill arising from business combinations (EBITA) |
39,946 | 8,397 | 6,267 | (7,720) | - | 46,890 | |
| Operating profit (EBIT) | 37,922 | 8,255 | 7,317 | (7,720) | - | 45,774 | |
| Profit (loss) before tax | 41,061 | ||||||
| Net profit (loss) attributable to the Group | 23,476 |
Revenues from sales and services
| (€ thousands) | FY 2016 | FY 2015 | Change | Change % |
|---|---|---|---|---|
| Revenues from sales and services | 1,133,097 | 1,033,977 | 99,120 | 9.6% |
| (€ thousands) | Q4 2016 | Q4 2015 | Change | Change % |
| Revenues from sales and services | 329,156 | 300,229 | 28,927 | 9.6% |
In 2016 revenue from sales and services reached a record level of €1,133,097 thousand, an increase of 9.6% on the prior record set in 2015 (€1,033,977 thousand). This important result was achieved thanks mainly to continuous organic growth, comprehensive of the effect of new openings, which came to €76,217 thousand (+7.4%), along with acquisitions which contributed €30,870 thousand (+3.0%). Exchange differences had a negative impact of €7,967 thousand (-0.8%).
In the fourth quarter alone, revenue from sales and services amounted to €329,156 thousand, an increase of €28,927 thousand (+9.6%) with respect to the same period of the period year, due primarily to organic growth (comprehensive of the effect of new openings) of €18,105 thousand (+6.0%), acquisitions which contributed €10,004 thousand (+3.3%), while exchange differences had a positive impact of €818 thousand (+0.3%).
| (€ thousands) | FY 2016 | % | FY 2015 | % | Change | Change % Exchange diff. | Change % in local currency |
|
|---|---|---|---|---|---|---|---|---|
| EMEA | 753,717 | 66.5% | 688,057 | 66.5% | 65,660 | 9.5% | (7,166) | 10.5% |
| Americas | 214,881 | 19.0% | 198,494 | 19.2% | 16,387 | 8.3% | 95 | 8.2% |
| Asia Pacific | 162,947 | 14.4% | 146,897 | 14.2% | 16,050 | 10.9% | (896) | 11.6% |
| Corporate | 1,552 | 0.1% | 529 | 0.1% | 1,023 | 193.4% | - | - |
| Total | 1,133,097 | 100.0% | 1,033,977 | 100.0% | 99,120 | 9.6% | (7,967) | 10.4% |
Europe, Middle - East and Africa
| Change % in | |||||
|---|---|---|---|---|---|
| Period (€ thousands) | 2016 | 2015 | Change | Change % | local currency |
| I quarter | 169,899 | 151,505 | 18,394 | 12.1% | 12.6% |
| II quarter | 196,330 | 179,130 | 17,200 | 9.6% | 10.6% |
| I Half Year | 366,229 | 330,635 | 35,594 | 10.8% | 11.6% |
| III quarter | 160,278 | 147,071 | 13,207 | 9.0% | 10.4% |
| IV quarter | 227,210 | 210,351 | 16,859 | 8.0% | 9.1% |
| II Half Year | 387,488 | 357,422 | 30,066 | 8.4% | 9.7% |
| Total Year | 753,717 | 688,057 | 65,660 | 9.5% | 10.5% |
Revenue from sales and services amounted to €753,717 thousand in 2016 versus €688,057 thousand in 2015, an increase of €65,660 thousand (+9.5%), explained for €45,657 thousand (+6.6%) by organic growth comprehensive of the effect of new openings, for €27,169 thousand (+3.9%) by acquisitions, while exchange differences had a negative impact of €7,166 thousand (-1.0%).
In Italy the new communication strategy, the new TV campaign, as well as other integrated and digital marketing initiatives helped to achieve new records with strong growth compared to 2015. In France, where the comparison base was very challenging, growth was driven primarily by acquisitions (41 points of sale in 2016 alone). In the Netherlands, thanks to the significant increase in volumes and despite persistent price pressure, the Group's results were largely in line with the prior year. The Group reported an excellent performance in Germany where double digit growth was driven by both acquisitions (110 shops in 2016 alone), as well as solid organic growth. Good organic growth was also reported in the Iberian Peninsula, Switzerland, Belgium, Luxembourg, Hungary, Poland and the United Kingdom (which was then penalized by negative exchange differences). Strong growth in revenue was also recorded in the Middle East and Africa.
In the fourth quarter alone, revenue from sales and services amounted to €227,210 thousand, an increase of €16,859 thousand (+8.0%) against the same period of the prior year, explained for €10,190 thousand (+4.8%) by organic growth comprehensive of the effect of new openings, for €9,123 thousand (+4.3%) by acquisitions, while exchange differences had a negative impact of €2,454 thousand (-1.1%).
The number of stores (direct and indirect) in the EMEA region reached 2,173 at 31 December 2016 compared to 1,999 at the end of the prior year. In addition to the stores (direct and indirect), there are also 3,333 customer contact points (3,172 at 31 December 2015).
| Change % in | |||||
|---|---|---|---|---|---|
| Period (€ thousands) | 2016 | 2015 | Change | Change % | local currency |
| I quarter | 49,982 | 46,331 | 3,651 | 7.9% | 6.2% |
| II quarter | 51,489 | 49,642 | 1,847 | 3.7% | 6.3% |
| I Half Year | 101,471 | 95,973 | 5,498 | 5.7% | 6.2% |
| III quarter | 55,536 | 49,074 | 6,462 | 13.2% | 13.6% |
| IV quarter | 57,874 | 53,447 | 4,427 | 8.3% | 6.7% |
| II Half Year | 113,410 | 102,521 | 10,889 | 10.6% | 10.0% |
| Total Year | 214,881 | 198,494 | 16,387 | 8.3% | 8.2% |
Americas
Revenue from sales and services reached €214,881 thousand in 2016 versus €198,494 thousand in 2015, an increase of €16,387 thousand (+8.3%) explained for €13,553 thousand (+6.8%) by organic growth comprehensive of the effect of new openings, for €2,739 thousand (+1.4%) by acquisitions, while exchange differences had a positive impact of €95 thousand (+0.1%).
All the Group's businesses in North America recorded positive performances, particularly Miracle Ear which benefitted from greater investments in marketing, including the new TV campaign and new websites, and Amplifon Hearing Health which continued to develop the business generated by the agreements with several premiere insurance companies. The performance of Elite Hearing Network, which in the first part of the year was penalized by a challenging comparison base due to the termination of a contract with a commercial partner, also turned positive in the third quarter. In Canada growth was driven by network expansion and, more specifically, the acquisition in August of 21 Hear More stores in Ontario.
During the period Miracle-Ear also renewed the supply agreement with Sivantos, Inc. for three years effective 1 January 2017.
In the fourth quarter alone revenue from sales and services amounted to €57,874 thousand, an increase of €4,427 thousand (+8.3%) against the same period of the prior year explained for €2,740 thousand (+5.1%) by organic growth comprehensive of the effect of new openings, for €868 thousand (+1.6%) by acquisitions, while exchange differences had a positive impact of €819 thousand (+1.6%).
Amplifon has 58 direct stores in North America, 1,363 franchises and 1,824 wholesale points of sale. In Brazil Amplifon has one directly operated store, 5 franchises and 108 customer contact points. At the end of the previous year there were 27 directly operated stores, 1,310 franchises, 1,687 wholesale points of sale and 74 customer contact points.
| Change % in | |||||
|---|---|---|---|---|---|
| Period (€ thousands) | 2016 | 2015 | Change | Change % | local currency |
| I quarter | 34,435 | 33,455 | 980 | 2.9% | 11.1% |
| II quarter | 41,642 | 40,111 | 1,531 | 3.8% | 11.2% |
| I Half Year | 76,077 | 73,566 | 2,511 | 3.4% | 11.2% |
| III quarter | 43,690 | 37,260 | 6,430 | 17.3% | 10.9% |
| IV quarter | 43,180 | 36,071 | 7,109 | 19.7% | 12.9% |
| II Half Year | 86,870 | 73,331 | 13,539 | 18.5% | 11.9% |
| Total Year | 162,947 | 146,897 | 16,050 | 10.9% | 11.6% |
Asia Pacific
Revenue from sales and services amounted to €162,947 thousand in 2016 versus €146,897 thousand in 2015, an increase of €16,050 thousand (+10.9%) explained for €15,984 thousand (+10.9%) by organic growth comprehensive of the effect of new openings, for €962 thousand (+0.7%) by acquisitions, while exchange differences had a negative impact of €896 (-0.7%).
In Australia double digit growth in sales was recorded thanks to the constant focus on operating excellence and investments in marketing, while growth in New Zealand was lower due to a particularly challenging comparison base.
In the fourth quarter alone revenue from sales and services amounted to €43,180 thousand, an increase of €7,109 thousand (+19.7%) against the same period of the prior year which reflects €2,453 thousand (+6.8%) in positive exchange differences.
At 31 December 2016 the Group had 280 stores in Asia-Pacific (versus 307 at 31 December 2015), as well as 240 customer contact points (196 at 31 December 2015).
| (€ thousands) | FY 2016 | FY 2015 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Gross operating profit (EBITDA) | 189,361 | (2,502) | 186,859 | 167,363 | (2,186) | 165,177 |
| (€ thousands) | Q4 2016 | Q4 2015 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Gross operating profit (EBITDA) | 67,733 | - | 67,733 | 59,083 | 2,590 | 61,673 |
Gross operating profit (EBITDA)
Gross operating profit (EBITDA) amounted to €186,859 thousand in 2016 (with an EBITDA margin of 16.5%) versus €165,177 thousand in the prior year (and an EBITDA margin of 16.0%), an increase of €21,682 thousand (+13.1%). The EBITDA margin rose 0.5 percentage points (p.p.).
In the fourth quarter alone, the gross operating profit (EBITDA) amounted to €67,733 thousand, an increase of €6,060 thousand (+9.8%) against the fourth quarter of the prior year. The EBITDA margin rose 0.1 p.p. against the comparison period to 20.6%.
The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not completed, while in 2015 net non-recurring costs amounted to €2,186 thousand, related to (i) the change in the Group's leadership (€6,792 thousand), (ii) the restructuring charges incurred in the Netherlands (€942 thousand), (iii) the non-recurring income posted in the United States in the third quarter as a result of the early termination of a franchising contract and damages paid by a former commercial partner for unfair competition (€3,062 thousand) and (iv) income recognized in India following the cancellation of the earn-out linked to the 2012 acquisition of the Beltone stores (€2,486 thousand).
Net of these items and the €441 thousand in positive exchange differences (€1,209 thousand in the fourth quarter alone), the increase comes to €21,557 thousand (+12.9%) against the previous year and to €7,441 thousand (+12.6%) for the fourth quarter alone.
The recurring EBITDA margin came to 16.7% (+0.5 p.p. against the comparison period) and to 20.6% in the fourth quarter alone (+0.9 p.p. against the comparison period).
The following table shows a breakdown of EBITDA by segment.
| (€ thousands) | FY 2016 EBITDA Margin | FY 2015 | EBITDA Margin | Change | Change % | |
|---|---|---|---|---|---|---|
| EMEA | 126,673 | 16.8% | 103,861 | 15.1% | 22,812 | 22.0% |
| Americas | 38,751 | 18.0% | 41,039 | 20.7% | (2,288) | -5.6% |
| Asia Pacific | 49,075 | 30.1% | 47,603 | 32.4% | 1,472 | 3.1% |
| Corporate (*) | (27,640) | -2.4% | (27,326) | -2.6% | (314) | -1.1% |
| Total | 186,859 | 16.5% | 165,177 | 16.0% | 21,682 | 13.1% |
| (€ thousands) | Q4 2016 EBITDA Margin | Q4 2015 | EBITDA Margin | Change | Change % | |
|---|---|---|---|---|---|---|
| EMEA | 52,059 | 22.9% | 45,732 | 21.7% | 6,327 | 13.8% |
| Americas | 10,210 | 17.6% | 9,847 | 18.4% | 363 | 3.7% |
| Asia Pacific | 12,588 | 29.2% | 12,907 | 35.8% | (319) | -2.5% |
| Corporate (*) | (7,124) | -2.2% | (6,813) | -2.3% | (311) | -4.6% |
| Total | 67,733 | 20.6% | 61,673 | 20.5% | 6,060 | 9.8% |
The table below shows the breakdown of the EBITDA by segment with reference to the recurring operations.
| (€ thousands) | FY 2016 EBITDA Margin | FY 2015 | EBITDA Margin | Change | Change % | |
|---|---|---|---|---|---|---|
| EMEA | 126,673 | 16.8% | 104,803 | 15.2% | 21,870 | 20.9% |
| Americas | 38,751 | 18.0% | 37,977 | 19.1% | 774 | 2.0% |
| Asia Pacific | 49,075 | 30.1% | 45,117 | 30.7% | 3,958 | 8.8% |
| Corporate (*) | (25,138) | -2.2% | (20,534) | -2.0% | (4,604) | 22.4% |
| Total | 189,361 | 16.7% | 167,363 | 16.2% | 21,998 | 13.1% |
| (€ thousands) | FY 2016 EBITDA Margin | FY 2015 | EBITDA Margin | Change | Change % | |
|---|---|---|---|---|---|---|
| EMEA | 52,059 | 22.9% | 46,148 | 21.9% | 5,911 | 12.8% |
| Americas | 10,210 | 17.6% | 9,329 | 17.5% | 881 | 9.4% |
| Asia Pacific | 12,588 | 29.2% | 10,420 | 28.9% | 2,168 | 20.8% |
| Corporate (*) | (7,124) | -2.2% | (6,814) | -2.3% | (310) | 4.5% |
| Total | 67,733 | 20.6% | 59,083 | 19.7% | 8,650 | 14.6% |
(*) The impact of the centralized costs is calculated as a percentage of the Group's total sales.
Europe, Middle - East and Africa
Gross operating profit (EBITDA) amounted to €126,673 thousand in 2016 (with an EBITDA margin of 16.8%) versus €103,861 thousand in the same period of the prior year (and an EBITDA margin of 15.1%), an increase of €22,812 thousand (+22.0%) in absolute terms and of 1.7 p.p. in the EBITDA margin.
In the fourth quarter alone, the gross operating profit (EBITDA) amounted to €52,059 thousand, an increase of €6,327 thousand (+13.8%) against the fourth quarter of the prior year. The EBITDA margin came to 22.9%, an increase of 1.2 p.p. against the comparison period.
Exchange differences had a positive impact on the whole year of €441 thousand and of €252 thousand on the fourth quarter alone.
The result was impacted by non-recurring costs of €942 thousand linked to the restructuring charges incurred in the Netherlands, €416 thousand of which in the fourth quarter alone.
Net of the above mentioned items, the increase against the comparison period reaches €21,429 thousand (+20.4%) for the full year and €5,659 thousand (+12.3%) for the fourth quarter alone.
The recurring EBITDA margin came to 16.8% in 2016 (+1.6 p.p. against 2015) and to 22.9% in the fourth quarter alone (+1.0 p.p. against the fourth quarter of the prior year).
Americas
Gross operating profit (EBITDA) amounted to €38,751 thousand in 2016 (with an EBITDA margin of 18.0%) versus €41,039 thousand in the same period of the prior year (and an EBITDA margin of 20.7%), a decrease of €2,288 thousand (-5.6%) with the EBITDA margin down (-2.7 p.p.) as a result of the increased marketing investments (around 40% compared to 2015) and strengthening of the internal structure dedicated to supporting the network, to accelerate future growth.
In the fourth quarter alone gross operating profit (EBITDA) amounted to €10,210 thousand, an increase of €363 thousand (+3.7%) with respect to the fourth quarter of the prior year. The EBITDA margin fell 0.8 p.p. against the comparison period to 17.6%.
Exchange differences had a positive impact of €155 thousand on the full year and of €160 thousand on the fourth quarter alone.
The 2015 result benefitted from the €3,062 thousand in non-recurring income recognized in the United States as a result of the early dissolution of a commercial partnership and the damages paid by a former commercial partner for unfair competition.
Net of the above items, the increase in EBITDA reaches €619 thousand (+1.6%) for FY 2015 and €721 thousand (+7.7%) for the fourth quarter alone.
The recurring EBITDA margin came to 18.0% (-1.1 p.p. against the comparison period) and to 17.6% in the fourth quarter alone (+0.1 p.p. against the fourth quarter of the prior year).
Asia Pacific
Gross operating profit (EBITDA) amounted to €49,075 thousand in 2016 (with an EBITDA margin of 30.1%) versus €47,603 thousand in the same period of the prior year (and an EBITDA margin of 32.4%), an increase of €1,472 thousand (+3.1%), while the EBITDA margin was down 2.3 p.p.
In the fourth quarter alone gross operating profit (EBITDA) amounted to €12,588 thousand, a drop of €319 thousand (-2.5%) with respect to the fourth quarter of the prior year, mainly because of an increase in investments in marketing while remaining on the maximum profitability of the Group. The EBITDA margin fell 6.6 p.p. against the comparison period to 29.2%.
Exchange differences had a negative impact on the full year result of €153 thousand and a positive impact on the fourth quarter result of €795 thousand. The result for 2015 had benefitted from €2,486 thousand in non-recurring income recognized in India following the cancellation of the earn-out linked to the 2012 acquisition of the Beltone stores.
Net of the above mentioned items, the increase in EBITDA reaches €4,111 thousand (+9.1%) for FY 2015 and €1,373 thousand (+13.2%) for the fourth quarter alone.
The recurring EBITDA margin for the full year came to 30.1% (-0.6 p.p. with respect to FY 2015) and to 29.2% for the fourth quarter alone (+0.3 p.p. against the fourth quarter of the prior year).
Corporate
The net cost of centralized Corporate functions (corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8 amounted to €27,640 thousand in 2016 (2.4% of the revenue generated by the Group's sales and services) versus €27,326 thousand in the same period of the prior year (2.6% of the revenue generated by the Group's sales and services).
In the fourth quarter alone, the net cost of centralized Corporate functions reached €7,124 thousand (2.2% of the revenue generated by the Group's sales and services), an increase of €311 thousand (+4.6%) against the comparison period.
The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not completed, while in 2015 non-recurring costs of €6,792 thousand were recorded connected to a transition in the Group's leadership.
Looking at recurring items alone, in 2016 the cost of centralized Corporate functions amounted to €25,138 thousand (2.2% of the revenue generated by the Group's sales and services), an increase of €4,604 thousand (+22.4%) against the comparison period.
Operating profit (EBIT)
| (€ thousands) | FY 2016 | FY 2015 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Operating profit (EBIT) | 135,040 | (7,991) | 127,049 | 116,050 | (5,044) | 111,006 |
| (€ thousands) | Q4 2016 | Q4 2015 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Operating profit (EBIT) | 51,998 | (5,489) | 46,509 | 45,774 | (268) | 45,506 |
Operating profit (EBIT) amounted to €127,049 thousand in 2016 (with an EBIT margin of 11.2%) versus €111,006 thousand (with an EBIT margin of 10.7%) in prior year, an increase of €16,043 thousand (+14.5%). The EBIT margin rose 0.5 p.p.
In the fourth quarter alone operating profit (EBIT) amounted to €46,509 thousand, an increase of €1,003 thousand (+2.2%) with respect to the fourth quarter of the prior year. The EBIT margin fell 1.1 p.p. against the comparison period to 14.1%.
In addition to the non-recurring items described in the section on EBITDA, in 2016 EBIT was impacted by a partial write-down of goodwill recognized in UK in 2006 with the acquisition of the Ultravox Group on the basis of the impairment test results of €5,489 thousand, while in 2015 €2,620 thousand in goodwill impairment was recognized in India, along with €238 thousand in write-downs of the residual assets of restructured stores in the Netherlands.
Net of these items and the exchange differences which had a positive impact of €1,243 thousand (€1,310 thousand in the fourth quarter alone), the increase for the full year comes to €17,747 thousand (+15.3%) and to €4,914 thousand (+10.7%) for the fourth quarter alone.
The recurring EBIT margin came to 11.9% (+0.7 p.p. against the comparison period) and to 15.8% in the fourth quarter alone (+0.6 p.p. against the fourth quarter of the prior year).
In addition to the non-recurring items described above, with respect to the gross operating profit (EBITDA), EBIT was also influenced by higher depreciation and amortization as a result of acquisitions, the opening of new stores and investments in IT systems.
The following table shows the breakdown of EBIT by segment:
| (€ thousands) | FY 2016 | EBIT Margin | FY 2015 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 87,001 | 11.5% | 71,636 | 10.4% | 15,365 | 21.4% |
| Americas | 34,314 | 16.0% | 36,539 | 18.4% | (2,225) | -6.1% |
| Asia Pacific | 37,682 | 23.1% | 33,544 | 22.8% | 4,138 | 12.3% |
| Corporate (*) | (31,948) | -2.8% | (30,713) | -3.0% | (1,235) | -4.0% |
| Total | 127,049 | 11.2% | 111,006 | 10.7% | 16,043 | 14.5% |
| (€ thousands) | Q4 2016 | EBIT Margin | Q4 2015 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 36,379 | 16.0% | 37,269 | 17.7% | (890) | -2.4% |
| Americas | 9,034 | 15.6% | 8,773 | 16.4% | 261 | 3.0% |
| Asia Pacific | 9,442 | 21.9% | 7,184 | 19.9% | 2,258 | 31.4% |
| Corporate (*) | (8,346) | -2.5% | (7,720) | -2.6% | (626) | -8.1% |
| Total | 46,509 | 14.1% | 45,506 | 15.2% | 1,003 | 2.2% |
The following table shows the breakdown of EBIT by segment with reference to the recurring transactions:
| (€ thousands) | FY 2016 | EBIT Margin | FY 2015 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 92,490 | 12.3% | 72,817 | 10.6% | 19,673 | 27.0% |
| Americas | 34,314 | 16.0% | 33,477 | 16.9% | 837 | 2.5% |
| Asia Pacific | 37,682 | 23.1% | 33,677 | 22.9% | 4,005 | 11.9% |
| Corporate (*) | (29,446) | -2.6% | (23,921) | -2.3% | (5,525) | 23.1% |
| Total | 135,040 | 11.9% | 116,050 | 11.2% | 18,990 | 16.4% |
| (€ thousands) | Q4 2016 | EBIT Margin | Q4 2015 | EBIT Margin | Change | Change % |
|---|---|---|---|---|---|---|
| EMEA | 41,868 | 18.4% | 37,922 | 18.0% | 3,946 | 10.4% |
| Americas | 9,034 | 15.6% | 8,255 | 15.4% | 779 | 9.4% |
| Asia Pacific | 9,442 | 21.9% | 7,317 | 20.3% | 2,125 | 29.0% |
| Corporate (*) | (8,346) | -2.5% | (7,720) | -2.6% | (626) | 8.1% |
| Total | 51,998 | 15.8% | 45,774 | 15.2% | 6,224 | 13.6% |
(*) The impact of the centralized costs is calculated as a percentage of the Group's total sales.
Europe, Middle - East and Africa
Operating profit (EBIT) amounted to €87,001 thousand in 2016 (with an EBIT margin of 11.5%) versus €71,636 thousand in the same period of the prior year (and an EBIT margin of 10.4%), an increase of €15,365 thousand (+21.4%) and a rise of 1.1 p.p. in the EBIT margin.
In the fourth quarter alone EBIT amounted to €36,379 thousand, a drop of €890 thousand (-2.4%) against the fourth of the prior year. The EBIT margin fell 1.7 p.p. against the comparison period to 16.0%.
In addition to the non-recurring items described in the section on EBITDA, in 2016 EBIT was impacted by a partial write-down of goodwill recognized in UK in 2006 with the acquisition of the Ultravox Group on the basis of the impairment test results of €5,489 thousand, while in 2015 €238 thousand in writedowns of the residual assets of restructured stores in the Netherlands.
Net of these items and the exchange differences which had a positive impact of €1,026 thousand (€456 thousand in the fourth quarter alone), the increase for the full year comes to €18,647 thousand (+25.6%) and to €3,490 thousand (+9.2%) for the fourth quarter alone.
The recurring EBIT margin came to 12.3% (+1.7 p.p. against the comparison period) and 18.4% in the fourth quarter alone (+0.4 p.p. against the fourth quarter of the prior year).
In addition to the non-recurring items described above, with respect to the gross operating profit (EBITDA), EBIT was also influenced by higher depreciation and amortization as a result of acquisitions, the opening of new stores and investments in IT systems.
Americas
Operating profit (EBIT) amounted to €34,314 thousand in 2016 (with an EBIT margin of 16.0%) versus €36,539 thousand in the same period of the prior year (and an EBIT margin of 18.4%), a decrease of €2,225 thousand (-6.1%) and a decrease of 2.4 p.p. in the EBIT margin.
In the fourth quarter alone EBIT amounted to €9,034 thousand, an increase of €261 thousand (+3.0%) against the fourth quarter of the prior year. The EBIT margin came to 15.6%, down by 0.8 p.p. against the comparison period.
The exchange differences had a positive impact of €309 thousand on the whole period and of €226 thousand on the fourth quarter alone. In 2015 EBIT benefitted from the €3,062 thousand in non-recurring income (€518 thousand in the fourth quarter alone) described in the section on EBITDA.
Net of the above items, EBIT rose €528 thousand (+1.6%) against full year 2016 and €553 thousand (+6.7%) against the fourth quarter alone.
The recurring EBIT margin came to 16.0% for the full period (-0.9 p.p. against the comparison period) and to 15.6% for the fourth quarter alone (+0.2 p.p. against the fourth quarter of the prior year).
Asia Pacific
Operating profit (EBIT) amounted to €37,682 thousand in 2016 (with an EBIT margin of 23.1%) versus €33,544 thousand in the prior year (and an EBIT margin of 22.8%), an increase of €4,138 thousand (+12.3%) and an increase of 0.3 p.p. in the EBIT margin.
In the fourth quarter alone EBIT amounted to €9,442 thousand, an increase of €2,258 thousand (+31.4%) against the fourth quarter of the prior year. The EBIT margin came to 21.9%, rose 2.0 p.p. against the comparison period.
Exchange differences had a negative impact on the full year result of €90 thousand and a positive impact on the fourth quarter result of €626 thousand. In 2015 EBIT was impacted by non-recurring costs of €133 thousand, namely the net effect of the €2,487 thousand in non-recurring income recognized in India following the cancellation of the earn-out linked to the 2012 acquisition of the Beltone stores and €2,620 thousand in goodwill impairment relative to the same acquisition.
Net of the above mentioned items, the increase in EBIT reaches €4,095 thousand (+12.2%) for FY 2016 and €1,499 thousand (+20.5%) for the fourth quarter alone.
The recurring EBIT margin came to 23.1% (+0.2 p.p. against the comparison period) and to 21.9% in the fourth quarter alone (+1.6 p.p. against the fourth quarter of the prior year).
Corporate
The net costs of centralized Corporate functions at the EBIT level amounted to €31,948 thousand in 2016 (2.8% of the revenue generated by the Group's sales and services) versus €30,713 thousand in the same period of the prior year (3.0% of the revenue generated by the Group's sales and services).
In the fourth quarter alone centralized corporate costs amounted to €8,346 thousand (2.5% of the revenue generated by the Group's sales and services), an increase of €626 thousand (+8.1%) with respect to the comparison period.
The result for the period reflects the non-recurring costs of €2,502 thousand incurred linked to an acquisition which was not completed, while non-recurring costs of €6,792 thousand were recorded in 2015 connected to a transition in the Group's leadership.
Looking at recurring items alone, the cost of centralized functions amounted to €29,446 thousand (2.6% of the revenue generated by the Group's sales and services) in 2016, an increase of €5,525 thousand (+23.1%) against the comparison period.
Profit before tax
| (€ thousands) | FY 2016 | FY 2015 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Profit before tax | 115,362 | (7,991) | 107,371 | 94,742 | (6,645) | 88,097 |
| (€ thousands) | Q4 2016 | Q4 2015 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Profit before tax | 46,209 | (5,489) | 40,720 | 41,061 | (268) | 40,793 |
Profit before tax amounted to €107,371 thousand in 2016 (with a gross profit margin of 9.5%) versus €88,097 thousand in the same period of the prior year (and a gross profit margin of 8.5%), an increase of €19,274 thousand (+21.9%).
The period under examination was impacted by non-recurring costs of €7,991 thousand linked to the partial write-down of goodwill relating to the Amplifon UK acquisition and the costs incurred for an acquisition which was not completed, while in the comparison period non-recurring costs totaled €6,645 thousand (explained, in addition to the non-recurring costs described in the section on EBITDA, for €4,289 thousand by the make whole payment made as a result of the advance repayment of the private placement 2006-2016, for €1,435 thousand by income recognized following elimination of provisions for receivables repaid entirely by a commercial partner as a result of early contract termination, and for €1,253 thousand by the income recognized in New Zealand following the acquisition of 100% of Dilworth Hearing Ltd based on the provisions of IFRS 3R relating to step up acquisitions).
Net of these one-offs, profit before tax reached €20,620 thousand (+21.8%). In addition to the increase in EBIT described above and the lower exchange costs, the profit before tax also benefitted from a decrease in interest payable as a result of the advance repayment of the last tranche of the private placement 2006-2016.
In the fourth quarter alone the profit before tax, net of the non-recurring items, reached €46,209 thousand, an increase of €5,148 thousand against the fourth quarter of the prior year.
Net profit attributable to the Group
| (€ thousands) | FY 2016 | FY 2015 | ||||
|---|---|---|---|---|---|---|
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Net profit attributable to the Group | 70,826 | (7,206) | 63,620 | 52,794 | (5,989) | 46,805 |
| (€ thousands) | Q4 2016 | Q4 2015 | ||||
| Recurring | Non recurring | Total | Recurring | Non recurring | Total | |
| Net profit attributable to the Group | 29,772 | (5,489) | 24,283 | 23,476 | (1,994) | 21,482 |
The Group's net profit, which was impacted by net non-recurring costs of €7,206 thousand, net of tax, amounted to €63,620 thousand in 2016, versus €46,805 thousand in the prior year when the net nonrecurring costs came to €5,989 thousand.
The Group's recurring net profit amounted to €70,826 thousand (with a profit margin of 6.3%), an increase of €18,032 thousand (+34.2%) against 2015.
In the fourth quarter alone the Group's net profit, which was impacted by the goodwill impairment of €5,489 thousand recognized in the UK, amounted to €24,283 thousand, an increase of €2,801 thousand (+13.0%) against the prior year. Net of the goodwill impairment recognized in the UK and the other non-recurring transactions in the two quarters, the increase in the Group's net profit amounts to €6,296 thousand (+26.8%) against the fourth quarter of the prior year.
The tax rate reached 40.6% versus 47.0% in the prior year and reflects the net effects of the losses recorded by subsidiaries for which, in accordance with the principle of prudence, deferred tax assets are not recognized and the earnings for which no taxes were paid due to carried forward tax losses not recognized in the financial statements. Net of these items, the tax rate would have been 33.6% versus 38.2% in 2015.
Balance Sheet Review
Consolidated balance sheet by geographical area (*)
| (€ thousands) | 31/12/2016 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Elim. | Total | |
| Goodwill | 298,310 | 84,310 | 252,512 | - | 635,132 |
| Non-competition agreements, trademarks, | |||||
| customer lists and lease rights | 51,643 | 3,917 | 54,841 | - | 110,401 |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
30,749 | 13,483 | 7,273 | - | 51,505 |
| Tangible assets | 98,968 | 3,884 | 16,942 | - | 119,794 |
| Financial fixed assets | 2,336 | 42,935 | - | - | 45,271 |
| Other non-current financial assets | 5,792 | 51 | 371 | - | 6,214 |
| Non-current assets | 487,798 | 148,580 | 331,939 | - | 968,317 |
| Inventories | 29,020 | 484 | 1,866 | - | 31,370 |
| Trade receivables | 89,203 | 32,400 | 8,973 | (3,298) | 127,278 |
| Other receivables | 32,220 | 8,825 | 1,124 | (7) | 42,162 |
| Current assets (A) | 150,443 | 41,709 | 11,963 | (3,305) | 200,810 |
| Operating assets | 638,241 | 190,289 | 343,902 | (3,305) | 1,169,127 |
| Trade payables | (82,434) | (39,399) | (12,646) | 3,298 | (131,181) |
| Other payables | (98,105) | (5,100) | (17,839) | 7 | (121,037) |
| Provisions for risks and charges (current portion) | (2,346) | - | - | - | (2,346) |
| Current liabilities (B) | (182,885) | (44,499) | (30,485) | 3,305 | (254,564) |
| Net working capital (A) - (B) | (32,442) | (2,790) | (18,522) | - | (53,754) |
| Derivative instruments | (10,212) | - | - | - | (10,212) |
| Deferred tax assets | 37,287 | 651 | 2,806 | - | 40,744 |
| Deferred tax liabilities | (20,854) | (25,817) | (15,734) | - | (62,405) |
| Provisions for risks and charges (non-current portion) | (31,745) | (26,709) | (887) | - | (59,341) |
| Liabilities for employees' benefits (non-current portion) | (14,313) | (172) | (2,124) | - | (16,609) |
| Loan fees | 1,393 | 12 | 63 | - | 1,468 |
| Other non-current payables | (25,513) | (27) | (587) | - | (26,127) |
| NET INVESTED CAPITAL | 391,399 | 93,728 | 296,954 | - | 782,081 |
| Group net equity | 557,371 | ||||
| Minority interests | 289 | ||||
| Total net equity | 557,660 | ||||
| Net medium and long-term financial indebtedness | 379,566 | ||||
| Net short-term financial indebtedness | (155,145) | ||||
| Total net financial indebtedness | 224,421 | ||||
| OWN FUNDS AND NET FINANCIAL INDEBTEDNESS | 782,081 |
(*) The balance sheet items are analyzed by the Chief Executive Officer and the Top Management by geographical area without separation of the Corporate structures that are natively included in EMEA.
| (€ thousands) | 31/12/2015 | ||||
|---|---|---|---|---|---|
| EMEA | Americas | Asia Pacific | Elim. | Total | |
| Goodwill | 250,714 | 74,125 | 247,311 | - | 572,150 |
| Non-competition agreements, trademarks, customer lists and lease rights |
35,188 | 3,173 | 59,754 | - | 98,115 |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
25,894 | 11,383 | 6,021 | - | 43,298 |
| Tangible assets | 83,666 | 3,466 | 15,543 | - | 102,675 |
| Financial fixed assets | 2,256 | 40,070 | - | - | 42,326 |
| Other non-current financial assets | 3,879 | 21 | 336 | - | 4,236 |
| Non-current assets | 401,597 | 132,238 | 328,965 | - | 862,800 |
| Inventories | 26,983 | 262 | 1,711 | - | 28,956 |
| Trade receivables | 77,945 | 30,327 | 5,943 | (2,488) | 111,727 |
| Other receivables | 25,146 | 7,996 | 934 | (8) | 34,068 |
| Current assets (A) | 130,074 | 38,585 | 8,588 | (2,496) | 174,751 |
| Operating assets | 531,671 | 170,823 | 337,553 | (2,496) | 1,037,551 |
| Trade payables | (67,532) | (37,219) | (11,080) | 2,488 | (113,343) |
| Other payables | (87,055) (*) | (3,634) | (19,729) | 8 | (110,410) (*) |
| Provisions for risks and charges (current portion) | (1,646) (*) | - | - | - | (1,646) (*) |
| Current liabilities (B) | (156,233) (*) | (40,853) | (30,809) | 2,496 | (225,399) (*) |
| Net working capital (A) - (B) | (26,159) (*) | (2,268) | (22,221) | - | (50,648) (*) |
| Derivative instruments | (6,988) | - | - | - | (6,988) |
| Deferred tax assets | 37,160 | 1,117 | 2,466 | - | 40,743 |
| Deferred tax liabilities | (15,223) | (23,564) | (16,908) | - | (55,695) |
| Provisions for risks and charges (non-current portion) | (25,406) (*) | (23,817) | (830) | - | (50,053) (*) |
| Liabilities for employees' benefits (non-current portion) | (13,806) | (175) | (1,591) | - | (15,572) |
| Loan fees | 2,023 | - | 174 | - | 2,197 |
| Other non-current payables | (21,324) (*) | (15) | (369) | - | (21,708) (*) |
| NET INVESTED CAPITAL | 331,874 | 83,516 | 289,686 | - | 705,076 |
| Group net equity | 499,471 | ||||
| Minority interests | 694 | ||||
| Total net equity | 500,165 | ||||
| Net medium and long-term financial indebtedness | 382,542 | ||||
| Net short-term financial indebtedness | (177,631) | ||||
| Total net financial indebtedness | 204,911 | ||||
| OWN FUNDS AND NET FINANCIAL INDEBTEDNESS | 705,076 |
(*) In accordance with IAS 8, EMEA comparative figures have been reclassified as shown in the following table. See details on page 59 for the same information relating to the Group.
| (€ thousands) | 31/12/2015 Revised | 31/12/2015 Reported | Change |
|---|---|---|---|
| Other payables | (87,055) | (108,077) | 21,022 |
| Provisions for risks and charges (current portion) | (1,646) | (1,378) | (268) |
| Provisions for risks and charges (non-current portion) | (25,406) | (23,760) | (1,646) |
| Other non-current payables | (21,324) | (2,216) | (19,108) |
| Total | (135,431) | (135,431) | - |
Non-current assets
Non-current assets amounted to €968,317 thousand at 31 December 2016 versus €862,800 thousand at 31 December 2015, a net increase of €105,517 thousand explained (i) for €62,514 thousand by capital expenditure; (ii) for €92,172 thousand by acquisitions; (iii) for €59,810 thousand by depreciation, amortization and impairment, and (iv) for €10,641 thousand by other net increases relating primarily to the positive impact of exchange differences.
Investments
In 2016 the Amplifon Group, in line with its growth strategy continued with and accelerated the development of its distribution network, by opening new stores, as well as renewing, restructuring, and relocated existing ones for a total investment of almost €27 million. Increased customer focus and the objective to increase control of operations also drove IT investments, where a lot of work was done on the technological infrastructure, and the implementation of digital marketing, CRM systems, as well as store and back office/ERP systems.
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change | |
|---|---|---|---|---|
| Goodwill | 298,310 | 250,714 | 47,596 | |
| Non-competition agreements, trademarks, customer lists and lease rights | 51,643 | 35,188 | 16,455 | |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
30,749 | 25,894 | 4,855 | |
| EMEA | Tangible assets | 98,968 | 83,666 | 15,302 |
| Financial fixed assets | 2,336 | 2,256 | 80 | |
| Other non-current financial assets | 5,792 | 3,879 | 1,913 | |
| Non-current assets | 487,798 | 401,597 | 86,201 | |
| Goodwill | 84,310 | 74,125 | 10,185 | |
| Non-competition agreements, trademarks, customer lists and lease rights | 3,917 | 3,173 | 744 | |
| Software, licences, other intangible fixed assets, fixed assets in progress and advances |
13,483 | 11,383 | 2,100 | |
| Americas | Tangible assets | 3,884 | 3,466 | 418 |
| Financial fixed assets | 42,935 | 40,070 | 2,865 | |
| Other non-current financial assets | 51 | 21 | 30 | |
| Non-current assets | 148,580 | 132,238 | 16,342 | |
| Goodwill | 252,512 | 247,311 | 5,201 | |
| Non-competition agreements, trademarks, customer lists and lease rights | 54,841 | 59,754 | -4,913 | |
| Software, licences, other intangible fixed assets, | ||||
| fixed assets in progress and advances | 7,273 | 6,021 | 1,252 | |
| Asia Pacific | Tangible assets | 16,942 | 15,543 | 1,399 |
| Financial fixed assets | - | - | - | |
| Other non-current financial assets | 371 | 336 | 35 | |
| Non-current assets | 331,939 | 328,965 | 2,974 |
The following table shows a breakdown of non-current assets by geographical area.
Europe, Middle - East and Africa
Non-current assets amounted to €487,798 thousand at 31 December 2016 versus €401,597 thousand at 31 December 2015, an increase of €86,201 thousand explained:
- for €39,120 thousand, by investments in plant, property and equipment, relating primarily to the opening of new and renewal of existing stores as part of the continuing introduction of the new concept store and the new brand;
- for €11,216 thousand, by investments in intangible assets, relating primarily to back-office systems and the implementation of new store and sales support systems, as well as digital marketing;
- for €82,663 thousand, by acquisitions made in the period;
- for €43,980 thousand, by amortization, depreciation and impairment including the partial write-down of goodwill in the UK of €5,489 thousand;
- for €2,818 thousand, by other net decreases relating primarily to exchange differences.
Americas
Non-current assets came to €148,580 thousand at 31 December 2016 versus €132,238 thousand at 31 December 2015, an increase of €16,342 thousand explained:
- for €658 thousand, by investments in plant, property and equipment;
- for €4,541 thousand, by investments in intangible assets relating primarily to the implementation of front-office systems and the website, renewal of the headquarters, relocation of proprietary stores and joint investment plans entered into with the franchisees;
- for €9,521 thousand by acquisitions made in the period;
- for €4,437 thousand, by amortization and depreciation;
- for €5,081 thousand, by exchange gains;
- for €978 thousand, by other net increases linked primarily to the new loans granted to franchisees net of repayments received.
Asia Pacific
Non-current assets came to €331,939 thousand at 31 December 2016 versus €328,965 thousand at 31 December 2015, an increase of €2,974 thousand explained:
- for €4,859 thousand, by investments in plant, property and equipment, relating primarily to the opening, restructuring and relocation of a few stores;
- for €2,120 thousand, by investments in intangible assets, relating primarily to the implementation of a new front-office system in Australia;
- for €11,393 thousand, by amortization and depreciation;
- for €7,388 thousand, by other net increases, relating primarily to exchange gains.
Net invested capital
Net invested capital came to €782,081 thousand al 31 December 2016 versus €705,076 thousand at 31 December 2015, an increase of €77,005 thousand linked to the increase in non-current assets described above, partially offset by an increase in both liabilities relating to acquisition accounting (deferred tax liabilities, deferred revenue linked to after sales services and provisions for product guarantees) and amounts payable to employees and agents.
The following table shows the breakdown of net invested capital by geographical area.
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| EMEA | 391,399 | 331,874 | 59,525 |
| Americas | 93,728 | 83,516 | 10,212 |
| Asia Pacific | 296,954 | 289,686 | 7,268 |
| Total | 782,081 | 705,076 | 77,005 |
Europe, Middle - East and Africa
Net invested capital came to €391,399 thousand at 31 December 2016, an increase of €59,525 thousand against 31 December 2015. The increase in non-current assets described above was partially offset by an increase in both liabilities relating to acquisition accounting (deferred tax liabilities, deferred revenue linked to after sales services and provisions for product guarantees) and amounts payable to employees and agents.
Factoring without recourse in the period involved trade receivables with a face value of €43,948 thousand (€45,411 thousand in the prior year) and VAT credits with a face value of €21,096 thousand (€17,243 thousand in the prior year).
Americas
Net invested capital came to €93,728 thousand at 31 December 2016, an increase of €10,212 thousand against the amount recorded at 31 December 2015. The increase in non-current assets described above was partially offset by an increase in deferred tax liabilities and other liabilities relating to acquisition accounting.
Asia Pacific
Net invested capital came to €296,954 thousand at 31 December 2016, an increase of €7,268 thousand against the amount recorded at 31 December 2015. The increase in non-current assets described above was accompanied by an increase in working capital.
Net financial indebtedness
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 379,566 | 382,542 | (2,976) |
| Net short-term financial indebtedness | 28,689 | 19,083 | 9,606 |
| Cash and cash equivalents | (183,834) | (196,714) | 12,880 |
| Net financial indebtedness | 224,421 | 204,911 | 19,510 |
| Group net equity | 557,371 | 499,471 | 57,900 |
| Minority interests | 289 | 694 | (405) |
| Net Equity | 557,660 | 500,165 | 57,495 |
| Financial indebtedness/Group net equity | 0.40 | 0.41 | |
| Financial indebtedness/net equity | 0.40 | 0.41 |
Net financial indebtedness amounted to €224,421 thousand at 31 December 2016, an increase of €19,510 thousand with respect to 31 December 2015.
The increase in debt is the direct consequence of the acquisitions made in the period (€79,355 thousand), the payment of dividends to shareholders in the second quarter (€9,427 thousand), the purchase of treasury shares net of the proceeds from the exercise of stock options (€16,145 thousand) and the nonrecurring costs incurred linked to an acquisition which was not completed (€ 2,502 thousand). The ability of ordinary operations to generate excellent cash flow was confirmed with recurring free cash flow reaching a positive €85,561 thousand (€88,896 thousand FY 2015) after absorbing capital expenditure which was €14,413 thousand higher than in the comparison period.
At 31 December 2016 the Group's total financial indebtedness amounted to €224,421 thousand net of cash and cash equivalents totaling €183,834 thousand. Long-term debt amounted to €379,566 thousand, €2,087 thousand of which reflects the long term portion of deferred payments for acquisitions. Short-term debt amounted to €28,689 thousand relating for €7,917 thousand to the interest payable on the Eurobond and the private placement, for €14,485 thousand to the best estimate of the deferred payments for acquisitions and for €4,062 thousand to the utilization of credit lines. Excluding these items, as shown in the chart below, debt is primarily long term (falling due beginning in 2018). Cash and cash equivalents of €183 million, along with €277 million in available credit lines, €165 million of which irrevocable and expiring year-end 2021, ensure the flexibility needed to take advantage of any opportunities to consolidate and develop business that might materialize.
Interest payable on financial indebtedness amounted to €18,566 thousand at 31 December 2016, versus €24,269 thousand at 31 December 2015 which, however, was impacted by the €4,289 thousand make whole payment made as a result of the advance repayment of the USD 70 million private placement 2006-2016.
Interest receivable on bank deposits came to €624 thousand at 31 December 2016, versus €932 thousand at 31 December 2015. The drop is linked to both the decrease in average available funds and the overall decline in interest paid on deposits.
Covenant
The USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885) is subject to the following covenants:
- ratio of Group net debt/equity must not exceed 1.5;
- ratio of Group net debt/EBITDA in the last 4 quarters (determined based solely on recurring operations and figures which have been restated in the event the Group's structure has changed significantly) must not exceed 3.5.
In the event of relevant acquisitions, the above ratios may be increased to 2.0 and 4.0, respectively, for a period of not more than 12 months, 2 times over the life of the loan.
At 31 December 2016 these ratios were as follows:
| Value | |
|---|---|
| Net financial indebtedness/Group net equity | 0.40 |
| Net financial indebtedness/EBITDA for the last 4 quarters | 1.17 |
In accordance with standard international practices, the private placement is subject to other covenants, which limit the issue of guarantees, certain sale and lease back transactions, as well as other extraordinary transactions.
Neither the €275 million Eurobond maturing in 2018 issued in July 2013 nor the remaining €0.8 million of long term debt, including the short term portions, are subject to covenants.
The ratio of net debt/net invested capital at 31 December 2016 was 28.70% (29.06% at 31 December 2015).
The reasons for the changes in net debt are detailed in the next section on the statement of cash flows.
Cash Flow
The reclassified statement of cash flows shows the change in net financial indebtedness from the beginning to the end of the period.
Pursuant to IAS 7 the financial statements include a statement of cash flows that shows the change in cash and cash equivalents from the beginning to the end of the period.
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) attributable to the Group | 63,620 | 46,805 |
| Minority interests | 156 | (93) |
| Amortization, depreciation and write-downs: | ||
| - Intangible fixed assets | 25,429 | 24,095 |
| - Tangible fixed assets | 28,892 | 27,455 |
| - Goodwill | 5,489 | 2,620 |
| Total amortization, depreciation and write-downs | 59,810 | 54,170 |
| Provisions | 22,955 | 24,339 |
| (Gains) losses from sale of fixed assets | 42 | (395) |
| Group's share of the result of associated companies | (419) | (126) |
| Financial income and charges | 20,098 | 23,035 |
| Current and deferred income taxes | 43,594 | 41,386 |
| Change in assets and liabilities: | ||
| - Utilization of provisions | (8,000) | (10,017) |
| - (Increase) decrease in inventories | 175 | 2,288 |
| - Decrease (increase) in trade receivables | (12,513) | (1,008) |
| - Increase (decrease) in trade payables | 14,946 | 6,156 |
| - Changes in other receivables and other payables | (1,631) | 2,907 |
| Total change in assets and liabilities | (7,023) | 326 |
| Dividends received | 1 | 10 |
| Net interest charges | (18,673) | (23,065) |
| Taxes paid | (40,539) | (38,242) |
| Cash flow generated from (absorbed) by operating activities | 143,622 | 128,149 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (17,876) | (13,773) |
| Purchase of tangible fixed assets | (44,638) | (34,328) |
| Consideration from sale of tangible fixed assets and businesses | 1,369 | 9,682 |
| Cash flow generated from (absorbed) by investing activities | (61,145) | (38,419) |
| Cash flow generated from operating and investing activities (Free cash flow) | 82,477 | 89,730 |
| Business combinations (*) | (79,355) | (41,073) |
| (Purchase) sale of other investments, securities and reductions of earn-outs | 34 | 9,423 |
| Cash flow generated from acquisitions | (79,321) | (31,650) |
| Cash flow generated from (absorbed) by investing activities | (140,466) | (70,069) |
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Changes in hedging derivatives | - | - |
| Fees paid on medium/long-term financing | (322) | - |
| Other non-current assets | (305) | (2,015) |
| Distributed dividends | (9,427) | (9,356) |
| Treasury shares | (18,841) | (6,601) |
| Capital increases (reduction) third parties contributions in subsidiaries and dividends paid | ||
| to third parties by the subsidiaries | 2,349 | 4,206 |
| Cash flow generated from (absorbed) by financing activities | (26,546) | (13,766) |
| Changes in net financial indebtedness | (23,390) | 44,314 |
| Net financial indebtedness at the beginning of the period | (204,911) | (248,417) |
| Effect of disposal of assets on net financial indebtness | - | - |
| Effect of exchange rate fluctuations on net financial indebtedness | 3,880 | (808) |
| Changes in net indebtedness | (23,390) | 44,314 |
| Net financial indebtedness at the end of the period | (224,421) | (204,911) |
(*) The item refers to the net cash flow absorbed by the acquisition of businesses and equity investments.
The change in net debt of €19,510 thousand is explained by:
- (i) Investing activities:
- capital expenditure on property, plant and equipment and intangible assets of €62,514 thousand relating primarily to the opening, renewal and repositioning of stores based on the concept store, new back-office systems and the implementation of new store and sales support systems, as well as digital marketing;
- acquisitions amounting to €79,355 thousand, including the impact of the acquired companies' debt;
- net proceeds from the disposal of other assets, equity investments, and securities amounting to €1,403 thousand.
(ii) Operating activities:
- interest payable on financial indebtedness and other net financial expenses of €18,673 thousand;
- payment of taxes amounting to €40,539 thousand;
- cash flow generated by operations of €202,834 thousand.
(iii) Financing activities:
- payment of €9,427 thousand in dividends to shareholders;
- payment of €322 thousand in initial fees on long-term credit lines negotiated in the year;
- net proceeds from capital increases following the exercise of stock options of €2,696 thousand;
- payment of €347 thousand in dividends to minorities by subsidiaries;
- purchase of treasury shares amounting to €18,841 thousand;
- increase in other non-current assets of €305 thousand.
(iv) Exchange gains of €3,880 thousand.
The non-recurring transactions described above in the section about the change in net financial debt had a negative impact on the cash flow generated during the period of €3,084 thousand in 2016 versus a positive €5,448 thousand in the prior year, as shown below:
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Restructuring charges paid in FY 2015 and 2016 | (582) | - |
| Restructuring charges paid in the year | - | (501) |
| Advisory fees and expenses related to an acquisition process which was not completed | (2,502) | - |
| Expenses linked to the transition in the Group's leadership | - | (5,700) |
| Penalty payment received following early termination of a commercial partnership in the United States | - | 2,163 |
| Trade receivables collected in the United States as a result of early termination of commercial partnership in the United States |
- | 1,159 |
| Damages paid by a commercial partner in the United States for unfair competition | - | 518 |
| Make whole payment made following advance repayment of the 2006-2016 private placement | - | (4,289) |
| Cash flow generated (absorbed) by operating activities | (3,084) | (6,650) |
| Reimbursement of old debt relative to the sale of a business by a partner following early termination of the commercial partnership in the United States |
- | 7,484 |
| Cash flow generated from (absorbed) by investing activities | - | 7,484 |
| Free Cash Flow | (3,084) | 834 |
| Cancellation of earn-outs in India | - | 2,487 |
| Recalculation of earn-outs in Brazil | - | 2,127 |
| Cash flow generated from acquisitions | - | 4,614 |
| Total cash flow generated by non recurring transactions | (3,084) | 5,448 |
Acquisition of Companies and Businesses
In 2016 the Amplifon Group intensified its quest for external growth which, after a slow start attributable to the valuation of a sizeable acquisition which was ultimately not made, was focused mainly on Germany, France and Canada. A total of 183 new points of sale were purchased and an additional 17, previously operated indirectly, were transferred to the direct network. The overall investment, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years, amounted to €79,355 thousand.
More in detail:
- 110 points of sale were acquired in Germany; the most important acquisitions were Focus Hören AG, which operates 62 points of sale spread evenly throughout Germany, and Die Hörmeister GmbH which has 24 points of sale located primarily in northern Germany and a strong presence in the Hamburg area;
- 25 points of sale were acquired in Canada; of note is the acquisition of the Hear More Canada chain, which has 21 points of sale in the province of Ontario;
- 25 transactions were finalized in France, resulting in the purchase of a total of 41 points of sale;
- 2 points of sale were acquired in Israel;
- 1 point of sale was acquired in Switzerland;
- 10 points of sale, which were previously part of the indirect network, were purchased in Belgium;
- 3 points of sale were acquired in Spain;
- 1 point of sale was acquired in Turkey;
- 7 points of sale belonging to the Miracle Ear network were acquired in the United States which will rejoin the network once they are adequately reorganized and customer lists relating to seven stores were purchased.
Statement of changes
Statement of changes in Net Equity and the results for the period of the Parent Company Amplifon S.p.a. and the Group Net Equity and results for the period in question at 31 December 2016
| (€ thousands) | Net equity | Net result |
|---|---|---|
| Net equity and year-end result as reported in the Parent company's financial statements | 393,437 | 38,970 |
| Elimination of carrying amount of consolidated investments: | ||
| · difference between carrying amount and the pro-quota value of net equity | (107,029) | - |
| · pro-quota results reported by the subsidiaries | 107,756 | 107,756 |
| · pro-quota results reported by investments valued at equity | 1,670 | 419 |
| · difference from consolidation | 153,810 | (5,490) |
| Elimination of the effects of intercompany transactions: | ||
| · elimination of impairment net of reversals of investments and intercompany receivables | 9,211 | 16,790 |
| · intercompany dividends | - | (95,485) |
| · intercompany profits included in the year-end value of inventories net of fiscal effect | (880) | (205) |
| · exchange differences and other changes | (315) | 1,021 |
| Net equity and year-end result as stated in the consolidated financial statements | 557,660 | 63,776 |
| Minority equity and result for the year | 289 | 156 |
| Group net equity and result for the year | 557,371 | 63,620 |
Risk Management
Everything that we do involves risk. It is not possible for any business to create value added without assuming risk. Risk management is, therefore, an integral part of the company's operations: in environments characterized by extremely volatile and unstable global market conditions subject to rapid change, risk management is even more important and puts companies in a position to identify them, as well as take advantage of any opportunities that materialize.
Amplifon, in line with the most advanced management systems and best practices for the design and implementation of internal control and risk management systems, and the Corporate Governance Code issued by the Corporate Governance Committee of the Italian Stock Exchange to which it adheres, pays the utmost attention to the management of risk.
Risk management is an ongoing activity which, based on the initial identification and assessment of the events that could negatively impact the ability of the Group and its subsidiaries to reach targets (particularly strategic goals), includes defining which steps need to be taken to respond to risk and how to implement these steps, as well as updates which should be done at least one a year at a Group level.
Risk management allows for better informed business decisions, reduces the gaps between actual results and objectives and, lastly, nurtures a competitive advantage.
Risk management is entrusted to the Group's top management, Country General Managers and local Management teams which are supported by the Group Risk and Compliance Officer who use selfassessment techniques to gather information and assess risk, as well as find ways to address and mitigate them.
The management and updating of the risks identified is supported and monitored through a continuous dialogue between Group and local management, as well as with the Group Risk and Compliance Officer. At least once a year, during the annual risk review, the Chief Executive Officer contributes directly to the mapping of the Group's risk with a view to identifying priorities in order to align risk with strategies.
For ease of assessment, risk factors are grouped into categories: those originating outside the company, those stemming from Amplifon's own organization, and those that are more financial in nature.
The main external risks
Political and regulatory environment
The Amplifon Group operates in the "medical" sector which is regulated differently in different countries. A change in regulations (for example, in reimbursement conditions, the way in which coverage is calculated, in the ability to access national health coverage, in the role of the ENT doctors and audiologist, in the requisites needed to sell hearing aids and related services, and, more in general, in the laws relating to hearing aids and/or social policies which result in a bigger or smaller role of the public sector in the treatment of hearing disorders), does and will continue to have a significant and immediate impact on performances, similar to the negative repercussions that affected the Netherlands in 2013, Switzerland and New Zealand in 2011, and the positive ones that affected Germany beginning year-end 2013 and New Zealand mid-2014.
Typically the impact on the market of any regulatory changes relating to refunds is felt for a limited period of time, between two and six quarters, after which the market returns to the pre-change growth rates.
The impact of changes in the regulations governing the final sale price of hearing aids, however, lasts longer. Any changes can cause an immediate decline in unit prices and, consequently, in results. It takes longer to recover from the effects these changes have on penetration rates and market growth. In the Netherlands, for example, the regulatory changes implemented early 2013 caused results to drop sharply in 2013. Volumes began to pick-up in 2014, though sales and profitability are still well below the levels recorded prior to the changes.
In the medium term the regulatory changes focused on reducing the requisites needed to sell and customize hearing aids in order to increase access to the hearing solutions market (like separate after sales care providers or the sale of hearing aids over the counter without requiring specialized professional assistance) increase the competition between new potential players who can access the market more easily and can cause a loss of market share and increase price pressure. The recent pronouncements made by the Food and Drug Administration in the United States or the Autorité de la cocurrence in France, for example, not only caused temporary volatility in Amplifon's stock price, but also lessen the visibility of the medium term impact on the numerous other stakeholders. Well aware that other fast and invariable changes could take place in addition to those mentioned above, including in light of the widespread adoption of austerity programs and the growing attention of the media, social networks and different regulatory authorities on the hearing aid sector, the Group has implemented a series of measures which ensure the ability to react in a timely manner to these events with a view to reducing the impact of any unfavorable changes or maximizing the upside in the event the changes are favorable.
More in detail, the dedicated Corporate division was strengthened in order to: (i) develop and maintain continuous monitoring of regulatory changes and their repercussions in all the countries where the Group operates; (ii) define the responsibilities (local or central) in managing current or potential problems; (iii) develop, including with the support of outside experts, plans of action relative to the problems defined on a corporate and a local level, as well as monitor implementation; (iv) monitor news, information and discussions relating to the hearing aid sector on the main media and social networks; (v) develop and coordinate the Group's external communication strategy and actively participate in debates, associations, and institutions in order to make the voice of the sector "heard".
Economic environment
The market sector in which the Amplifon Group operates is less sensitive than others to fluctuations in the general economic cycle, but it is, however, influenced. More specifically, the current volatility of the global markets lessens the visibility of future results with the risk that lower or less buoyant sales will, in the short term, have a direct impact on margins due to the cost structure of the stores which is largely fixed. In the United States, where the Group's business model is based on commercial partners and other indirect channels, the economic performance and financial solidity of the latter must be monitored carefully in order to react quickly, including by repositioning stores as was done in the period 2011-2014 with some of the Miracle-Ear franchise stores that were part of structures managed by partners who were experiencing difficulties.
Competition and the Market
The biggest risk in this area is the vertical integration of the hearing aid manufacturers. More specifically, in the last two years two of them (Sonova and William Demant) have acquired two primary chains (Audionova and Audika, respectively) at significant multiples causing, in addition to an increase in sector concentration and competition, the market to look for higher multiples. In order to address these risks, when developing its purchasing strategy the Group also considers the competitive position of its suppliers and, with regard to acquisitions specifically, has strengthened both the corporate and the country teams in order to assess all opportunities more carefully.
Furthermore, as mentioned in the section on the political and regulatory environment, the arrival of new players on the market, like big retail distributors (including pharmaceutical companies) and optical chains or on-line retailers, could also be facilitated by regulatory changes relating to the separation of after sales assistance, as well as the store personnel authorized to sell hearing aids. In the event qualifications should become less stringent (as has already happened in some countries) and/or professions like audiologist/hearing aid specialist become more accessible it could become easier to recruit these professionals.
The arrival of new competitors on the market, in addition to being a potential obstacle to external growth due to increased competition for acquisition targets, increases the risk of greater price pressure which for Amplifon, a company that stands out for the quality of the service provided with high fixed costs, could mean lower margins, at least in the short term.
On the other hand, changing demographics and factors like the growing number of senior citizens (baby boomers), the increased average life expectancy and the declining age at which the hearing aid market is being accessed, could drive market growth and, therefore, represent both an opportunity and, if the opportunity is missed, a risk. In the marketing plans, therefore, particular attention is paid to interpreting and influencing trends through the development of both communications and technology by making significant investments in digital marketing, CRM systems, as well as the continuous assessment of the outcomes of the campaigns/activities.
For Amplifon, therefore, it is extremely important to maintain a sustainable position in the high end of the market, and to differentiate from the competition through organic growth, supported by investments in the renewal of stores, new openings, increased productivity and marketing, particularly with regard to the new brand image and digital marketing, as well as external growth through acquisitions.
These activities call for significant financial resources and the Group, after completely restructuring its debt in 2013 through capital market issues with long term maturities falling due beginning in 2018, pays the utmost attention to both treasury management, as well as to the continuous maintenance of existing credit lines (in 2016 Amplifon was granted €165 million in irrevocable fiveyear credit lines) and relationships with both banks and capital market investors, in order to easily finance new investments and growth, as well as repayments, with significant amounts of available cash, operating cash flow and "new finance".
Technological Innovation
The Amplifon Group stands out for the quality of its customer service and the personalization of the hearing solutions provided. Any technological changes affecting the development of "selffitting" hearing aids would detract from the importance of customization. Testing, the assistance and support given to the customer when choosing the best solution, as well as post-sales service, would continue to be key.
The development of an alternative to the hearing aid as a remedy for hearing loss (e.g. surgical techniques or the use of pharmaceuticals) would have a very significant impact, but the risk is considered very remote.
Relationships with Customers
Amplifon's business consists essentially in providing high quality service to customers in terms of both technical performance and personal relations. This is what distinguishes the Group from the competition. The lack of customer satisfaction, therefore, represents a big risk for the Company.
In order to monitor and increase customer satisfaction continuously, Amplifon has developed, and continues to invest in, new store procedures focused on customer service excellence, regular customer satisfaction surveys, frequent training programs for its hearing aid specialists and the continuous development of sales policies focused on customer satisfaction.
The main internal risks
Organization and Processes
In the current economic situation, characterized by extreme volatility, and in light of the Group's strategy to grow both internally (new openings) and externally (through acquisitions), the organizational ability to define corporate processes capable of providing the information needed to make decisions in a timely manner, while also supporting operational efficiency and controls, is extremely important. These processes are even more important with acquisitions as it is crucial to assess all the risks arising from these transactions: mistakes in assessing those risks, like slow and delayed integration of acquired businesses, could result in significantly higher costs and inefficiencies for the Group.
Over time the Group has, therefore, implemented, in all the main countries of operation, a number of projects to standardize IT processes, guarantee the adequacy of and compliance with the administrative/ accounting procedures defined in Law 262/2005 and the Business Performance Management projects in the stores, with a view to more effective monitoring and international comparison, along with the worldwide cash pooling project the purpose of which is to manage liquidity more efficiently, as well as monitor the Group's daily cash position in order to take timely action with regard to any critical area. After the launch in Italy and other countries, the Group is now gradually deploying in Europe and Asia Pacific the new proprietary front office system (FOX) developed based on the experience matured by Amplifon over the years. This system allows for more efficient and effective management of all store activities, and also makes customer information available immediately. At the same time all the websites are beginning refreshed with innovative applications (relating, for example, to setting up appointments and the customer's personal profile) and new methodologies, marketing analysis tools, are being developed.
Furthermore, in line with changes in the sector and as the implementation of the Group's strategies progresses, the IT structures have been strengthened with a particular focus on project management and cyber security, as well as marketing, with a particular focus on digital marketing and the efficacy and efficiency of campaigns and the media mix.
Rapid implementation of strategic decisions is ensured by an organization based on uniform geographical regions and a leadership team that works with the Chief Executive Officer and comprised of, in addition to the Vice Presidents of the three geographical regions (EMEA, Americas and Asia Pacific), the corporate heads of the various functions (strategic business development, human resources, marketing, administration and finance, purchasing and legal affairs).
Human resources
One of Amplifon's strengths is its customer service. Human resources, therefore, are very important in this regard, but they also present certain issues and areas of risk. Specifically:
- limited availability of hearing aid specialists, the difficulty of attracting new ones while also running the risk that others begin working for the competition can significantly affect the Group's organic growth, together with the risk of losing customers and increased labour costs due to salary increases;
- deficiencies in staff's technical and sales skills can lead to ineffective sales teams in certain countries and could pose a significant risk to the ability to reach organic growth targets;
- the risk that the sales force commits illegal acts or violates the Group's rules.
The Group has taken the following steps to address the above mentioned risks:
- defined and included its values in a Code of Conduct, which has been distributed in all countries of operation and in Italy the Compliance Program/Internal Organizational Model adopted pursuant to Legislative Decree 231/2001 was implemented;
- defined a profile of the ideal hearing aid specialist in order to assure that recruitment methods reflect the Group's commercial policies. Steps have also been taken to increase the supply of hearing aid specialists through agreements with universities and sector associations, as well as specialized training programs;
- strengthened both corporate and country specific Human Resources structures;
- developed and gone live with the Global Career Website and local career websites, the goal of which is to facilitate the recruiting of key talent including by providing more detailed information about the company, the Group and the opportunities offered;
- increased internal training and developed centralized coordination of the training carried out in individual countries;
- implemented a structured performance management system with a view to aligning individual objectives, corporate strategies, the incentive system and the results achieved, as well as providing all employees and staff members with a valid tool to support their professional development;
- increased the attention being paid to store procedures through both the development of a new procedure focused on providing excellent customer service and the definition of a standardized store manual in order to facilitate rapid implementation in countries where the Group's presence is more recent.
Financial risks
With a view to structured management of treasury activities and financial risks, in 2012 the Group finalized and adopted a Treasury Policy which contains guidelines for the management of:
- currency risk
- interest rate risk
- credit risk
- price risk
- liquidity risk
Currency risk
This includes the following types:
- foreign exchange transaction risk, that is the risk of changes in the value of a financial asset or liability, of a forecasted transaction or a firm commitment, changes due to exchange rate fluctuations;
- foreign exchange translation risk that is the risk that the translation of the assets, liabilities, costs and revenues relating to net investment in a foreign operation into the reporting currency gives rise to an exchange gain or loss.
The Amplifon Group's foreign exchange transaction risk is largely limited as each country is largely autonomous in the operation of its business, sustaining costs in the same currency as it realizes revenue, with the exception of Israel, where purchases are made in Euros and US dollars. The size, however, of the subsidiary with respect to the Group and the fact that the products purchased subject to currency risk represent only a small part of total costs, ensures that any significant currency volatility will not have a material impact on the subsidiary or the Group.
The foreign exchange transaction risk, therefore, derives primarily from intragroup transactions (medium-long term and short term loans, charge backs for intercompany service agreements) which result in currency risk for the companies operating in currencies other than that of the intragroup transaction. Additionally, investments in financial instruments denominated in a currency different from the investor's home currency can result in foreign exchange transaction risk. Foreign exchange translation risk arises from investments in the United States, United Kingdom, Switzerland, Hungary, Turkey, Poland, Israel, Australia, New Zealand, India, Egypt and Brazil.
The Group's strategy aims to minimize the impact of currency volatility on the income statement and calls for significant positions in foreign currency to be hedged against foreign exchange risk through specific derivative instruments. These include: (i) bonds issued in US dollars by Amplifon S.p.A. and subscribed by Amplifon USA Inc, (ii) intercompany loans in currencies other than the Euro between Amplifon S.p.A. and the Group companies in the United Kingdom.
The intercompany loans between the Australian and New Zealand companies, between the American and Canadian companies, as well as the loan granted Amplifon S.p.A. to the English subsidiary, are considered equity investments insofar as the loans are non-interest-bearing and not expected to be repaid. The impact of exchange differences is recognized directly in the translation reserve at equity without passing through the income statement.
The risks arising from other intragroup transactions worth less than €1 million (or the equivalent if denominated in another currency) are not hedged as the amounts are not material.
In light of the above, during the year currency fluctuations did not result in significant foreign exchange gains or losses being recognized in the Amplifon Group's consolidated financial statements.
The foreign exchange translation risk, in accordance with the Group Treasury Policy, is not hedged. Overall the impact of the foreign exchange translation risk can be seen in the Group's Euro denominated EBITDA which dropped by 0.2 percentage points with respect to the Group's total EBITDA.
Interest rate risk
Interest rate risk includes the following situations:
- fair value risk, namely the risk that the value of a fixed rate financial asset or liability changes due to fluctuations in market interest rates;
- cash flow risk, namely the risk that the future cash flows of a floating rate financial asset or liability fluctuate due to changes in market interest rates.
In the Amplifon Group fair value risk arises on the issue of fixed rate bonds (private placement and Eurobond).The cash flow risk derives from floating rate bank loans.
The Group's strategy is to minimize cash flow risk, especially with respect to long-term exposures, through a balanced division between fixed- and floating-rate loans, judging whether to switch floating-rate borrowings to fixed-rate when each loan is taken out, as well as over the life of the loans including in light of the current market rates. In any event, at least 50% of the debt must be hedged against interest rate risk. At 31 December 2016, all the medium/long debt (€376 million at the hedging exchange rate) is linked to fixed rate capital market issues which to date have yet to be converted to floating rate debt as currently interest rates are low and the possibility that they will increase is limited. The risk, therefore, is that any conversions of debt from fixed to floating could result in financial costs that are, as a whole, higher with respect to the current fixed rate.
Credit risk
Credit risk is the risk that the issuer of a financial instrument defaults on its obligations resulting in a financial loss for the holder/investor.
In the Amplifon Group credit risk arises from:
- (i) sales made as part of ordinary business operations;
- (ii) the use of financial instruments that require settlement of positions with other counterparties;
- (iii) from the loans granted to members of the indirect channel and commercial partners in the United States and in Spain for investments and business development;
- (iv) from the residual amounts receivables for the sale of the American subsidiary Sonus in the period 2010-2011 which was switched from the direct to the indirect channel.
With regard to the risk under (i) above, the only positions with a high unit value are amounts due from Italian public-sector entities for which the risk of insolvency - while existing - is remote and further mitigated by the fact that they are factored without recourse, on a quarterly basis, by specialized factoring companies. Conversely, the credit risk arising from sales to private individuals based on instalment payment plans is increasing, as is that arising from sales to US indirect channel firms (wholesalers and franchisees). This credit risk, however, is spread out over a number of partners and the amount owed by any single partner does not exceed a few million US dollars. Due to typical business risks, some may not be able to honor their debts. This would result in higher working capital and credit losses. While each subsidiary is responsible for collection of receivables, the Group has set up a centralized system of monthly reporting relative to trade receivables in order to monitor the composition and due dates for each country, and shares credit recovery initiatives and policies with local management. With regard to private customers, the majority of which do, however, use cash, payment options like installment plans or loans (with terms limited to a few months) are offered. These are managed by external finance companies, with the exception of Brazil which is not material for the Group as a whole, which advance the whole amount of the sale to Amplifon. The situation of the indirect channel in the US is closely monitored by local management.
The risk referred to in (ii) above, notwithstanding the inevitable uncertainties linked to sudden and unforeseeable counterparty default, is managed by diversifying the main national and international investment grade financial institutions and through the use of specific counterparty limits with regard to both liquidity invested and/or deposited and to the notional amount of derivative contracts. The counterparty limits are higher if the counterparty has a Standard & Poor's and Moody's short term rating equal to at least A-1 and P-1, respectively. The Group's CEO and CFO may not carry out transactions with non-investment grade counterparties unless specifically authorized to do so.
With regard to the risk referred to in (iii) above, in the event payments fail to be made on the stores sold, ownership will revert back to Amplifon, while the receivables referred to in (iv) above, are generally personally guaranteed by the beneficiaries and repayments are typically made when the invoices for the purchases of hearing aids are paid.
Price risk
This arises from the possibility that the value of a financial asset or liability may change due to changes in market prices (other than those caused by currency or interest-rate fluctuations) due to both characteristics specific to the financial asset or liability or the issuer, as well as market factors. This risk is typical of financial assets not listed on an active market, which may not be easy to liquidate at a level close to their fair value.
The Amplifon Group does not have investments in these kinds of instruments and, therefore, this risk currently does not exist.
Liquidity risk
This risk often arises when an entity is experiencing difficulty finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans or lines of credit may request repayment. This risk, which had become particularly significant due, initially, to the 2008 financial crisis and, more recently, to the sovereign debt crisis affecting the peripheral Euro zone countries and the single currency itself, while smaller, still exists.
In this situation the Group continues to pay the utmost attention to cash flow and debt management, maximizing the positive cash flow from operations, while also carefully monitoring credit lines, even though gross debt is entirely long term. More in detail, in the last part of 2016 the Group was granted €165 million in irrevocable five-year credit lines which, along with the liquidity recorded at year-end and without taking into account future cash flow, already guarantee full coverage of the first significant portion of debt falling due in July 2018.
We believe therefore, including in light of the positive cash flow that the Group continues to generate, that at least in the short term, liquidity risk is not significant.
Hedging instruments
Hedging instruments are used by the Group exclusively to mitigate, in line with company strategy, interest rate and currency risk and comprise exclusively financial derivatives. In order to maximize the effectiveness of these hedges the Group's strategy calls for:
- large counterparties with high credit ratings and transactions that fall within the limits determined in the treasury policy in order to minimize counterparty risk ;
- the use of instruments that match, to the extent possible, the characteristics of the risk hedged;
- monitoring of the effectiveness of the instruments used in order to check and, possibly, optimize the structure of the instruments used to achieve the purposes of the hedge.
The derivatives used by the Group are generally plain vanilla financial instruments. More in detail, the types of derivatives used include:
- cross currency swaps;
- foreign exchange forwards.
On initial recognition these instruments are measured at fair value. At subsequent reporting dates the fair value of derivatives must be re-measured and:
- (i) if these instruments fail to qualify for hedge accounting, any changes in fair value that occur after initial recognition are taken to profit and loss;
- (ii) if these instruments subsequently qualify as fair value hedges, from that date any changes in the fair value of the derivative are taken to profit and loss; at the same time, any fair value changes due to the hedged risk are recorded as an adjustment to the book value of the hedged item and the same amount is recorded in the income statement; any ineffectiveness of the hedge is recognised in profit and loss;
- (iii) if these instruments qualify as cash flow hedges, from that date any changes in the fair value of the derivative are taken to net equity; changes in the fair value of the derivative that are recognised in net equity are subsequently transferred to the income statement in the period in which the transaction that is hedged against affects the income statement; when the object of the hedge is the purchase of a non-financial asset, changes to the fair value of the derivative taken to net equity are reclassified to adjust the purchase cost of the asset hedged (so-called basis adjustment); any ineffectiveness of the hedge is recognised in profit and loss.
The Group's hedging strategy is reflected in the accounts as described above starting from the time when the following conditions are satisfied:
- the hedging relationship, its purpose and the overall strategy are formally defined and documented; the documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk to be neutralised and the procedures whereby the entity will assess the effectiveness of the hedge;
- the effectiveness of the hedge may be reliably assessed and there is a reasonable expectation, confirmed by ex post evidence, that the hedge will be highly effective for the period in which the hedged risk is present;
- if the hedged risk is that there may be changes in cash flow arising from a future transaction, the latter is highly probable and has exposure to changes in cash flow that could affect profit and loss.
Derivatives are recognised as assets if their fair value is positive and as liabilities if their fair value is negative. These balances are shown under assets or liabilities if related to derivatives which do not qualify for hedge accounting, conversely they are classified consistently with the hedged item.
In detail, if the hedged item is classified as a current asset or liability, the positive or negative fair value of the hedging instrument is included under current assets or liabilities; if the hedged item is classified as a non-current asset or liability, the positive or negative fair value of the hedging instrument is included under non-current assets or liabilities.
The Group does not have in place any hedges of a net investment.
Treasury Shares
Implementation of the buyback program approved during the Shareholders' Meetings held on 21 April 2015 and on 18 April 2016 continued in the year.
The purpose of the program is to increase treasury shares in order to service stock-based incentive plans, as well as ensure the availability of treasury shares to use as a form of payment for acquisitions. As resolved by the shareholders, the treasury shares may be purchased on one or more occasions on a revolving basis for up to a total number of treasury shares, which together with the treasury shares already held and in accordance with the law, amounts to 10% of the company's share capital. The purchase price of the shares may not be 10% higher or lower than the stock price registered at the close of the trading session prior to each single purchase.
In 2016 2,199,000 shares were purchased under this program at an average price of €8.568.
A total of 1,502,999 of the performance stock grant rights were exercised in the period, as a result of which the Company transferred the same number of treasury shares to the beneficiaries.
At 31 December 2016 the treasury shares held amounted to 6,959,751 or 3.08% of the Company's share capital.
Information relating to the treasury shares held purchased in 2005, 2006, 2007, 2014, 2015, 2016, as well as sold in 2016, is provided below.
| Average purchase price (Euro) | Total amount | ||
|---|---|---|---|
| N. of shares | FV of transferred rights (Euro) | (€ thousand) | |
| Held at 31 December 2015 | 6,263,750 | 6.345 | 39,740 |
| Purchases | 2,199,000 | 8.568 | 18,841 |
| Transfers due to exercise of Performance Stock grants | (1,502,999) | 6.922 | (10,403) |
| Total at 31 December 2016 | 6,959,751 | 6.922 | 48,178 |
Research and Development
The Group did not carry out any research and development activities in the year.
Transactions between Group Companies and with related parties
Pursuant to and in accordance with Consob Regulation n. 17221 of 12 March 2010, on 24 October 2012, subject to the favourable opinion of the Independent Directors' Committee, Amplifon S.p.A.'s Board of Directors adopted new Regulations for Related Party Transactions which took effect 1 December 2012 and substituted the version approved by the Board on 3 November 2010.
The transactions with related parties, including intercompany transactions do not qualify as atypical or unusual, and fall within the Group's normal course of business and are conducted at arm's-length as dictated by the nature of the goods and services provided.
Information on transactions with related parties, including specific disclosures required pursuant to Consob Bulletin of 28 July 2006, is provided in Note 31 of the consolidated financial statements and in Note 28 of the separate financial statements.
Contingent Liabilities
In November the suit filed against Amplifon by the owner of three stores leased to Amplifon Iberica (referred to beginning in 2015) complaining about the state of the property which was regularly returned by Amplifon Iberica in 2014 when the lease expired, along with other alleged breaches, was closed. Amplifon was not required to pay any damages.
Currently the Group is not subject to any other particular risks or uncertainties.
Outlook
Amplifon expects to continue pursuing its strategic goals shared with the financial community in March 2016, namely the strengthening of its global leadership position, recording a favorable trend in revenues and in profitability driven by continuous organic growth and the solid contribution of external growth. These objectives will be achieved thanks to continuous investments in marketing to boost market share and increase the penetration rate of hearing solutions; in capital expenditure to foster network expansion and cash-out for piecemeal acquisitions in core countries; as well as investments in integrated IT infrastructure and optimal management of human capital to support an effective and attractive organization.
Amplifon's main initiatives and strategic objectives for 2017 include: leading further consolidation in core markets; continuous pursuit of strong organic growth, outpacing the market, thanks also to the intensification of digital and medical marketing, as well as the development of an advanced Customer Relationship Management (CRM) system and new levels of retail excellence; and further differentiation of the service provided to its consumers, enhancing the Amplifon 360° proprietary protocol. Amplifon, therefore, remains confident about its ability to implement the strategic guidelines announced in March 2016 and achieve the medium-term targets set in the plan.
Disclaimer
This report contains forward looking statements ("Outlook") relating to future events and the Amplifon Group's operating, economic and financial results. These forecasts, by definition, contain elements of risk and uncertainty, insofar as they are linked to the occurrence of future events and developments. The actual results may be very different with respect to the original forecast due to a number of factors, the majority of which are out of the Group's control.
Comments on the Financial Results of Amplifon S.p.A.
Reclassified Income Statement
| (€ thousands) | FY 2016 | FY 2015 | ||||||
|---|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | % on recurring |
Recurring | Non recurring |
Total | % on recurring |
|
| Revenues from sales and services | 269,093 | - | 269,093 | 100.0% | 247,823 | - | 247,823 | 100.0% |
| Operating cost | (235,633) | - | (235,633) | -87.6% | (219,678) | (6,792) | (226,470) | -88.6% |
| Other income and revenues | 26,271 | - | 26,271 | 9.8% | 18,217 | - | 18,217 | 7.4% |
| Other expenses | (2,761) | (2,502) | (5,263) | -1.0% | (80) | - | (80) | 0.0% |
| Gross operating profit (EBITDA) | 56,970 | (2,502) | 54,468 | 21.2% | 46,282 | (6,792) | 39,490 | 18.7% |
| Depreciation and write-downs of non-current assets |
(12,310) | - | (12,310) | -4.6% | (10,772) | - | (10,772) | -4.3% |
| Operating profit (EBIT) | 44,660 | (2,502) | 42,158 | 16.6% | 35,510 | (6,792) | 28,718 | 14.3% |
| Income, expenses, valuation and adjustments of financial assets |
41,114 | (7,588) | 33,526 | 15.3% | 40,507 | (10,104) | 30,403 | 16.3% |
| Net financial expenses | (15,074) | (9,211) | (24,285) | -5.6% | (17,001) | (3,918) | (20,919) | -6.9% |
| Exchange differences and non hedge accounting instruments |
(2,747) | - | (2,747) | -1.0% | 169 | - | 169 | 0.1% |
| Income (loss) before taxes | 67,953 | (19,301) | 48,652 | 25.3% | 59,185 | (20,814) | 38,371 | 23.9% |
| Current income taxes | (10,209) | 785 | (9,424) | -3.8% | (6,759) | 2,133 | (4,626) | -2.7% |
| Deferred income taxes | (258) | - | (258) | -0.1% | (2,075) | (1,693) | (3,768) | -0.8% |
| Net profit (loss) | 57,486 | (18,516) | 38,970 | 21.4% | 50,351 | (20,374) | 29,977 | 20.3% |
EBITDA is the operating result before charging amortisation, depreciation and impairment of both tangible and intangible fixed assets
EBIT is the operating result before financial income and charges and taxes The details of the non-recurring transactions included in the previous table are shown below.
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Advisory fees and expenses related to an acquisition process which was not completed | (2,502) | - |
| Expenses related to the transition in the Group's leadership | - | (6,792) |
| Impact of the non-recurring items on EBITDA | (2,502) | (6,792) |
| Impact of the non-recurring items on EBIT | (2,502) | (6,792) |
| Write-down of the equity investments in Amplifon UK Ltd | (7,588) | (10,104) |
| Write-down of financial receivables payable by Amplifon UK Ltd | (9,211) | (3,918) |
| Impact of the non-recurring items pre-tax | (19,301) | (20,814) |
| Impact of the above items on the taxes for the year | 785 | 2,133 |
| Write-down of deferred tax assets recognized in Italy following change in IRES (corporate income tax) tax rate from 27.5% to 24%, effective as of 2017, as approved by the Parliament in December 2015 |
- | (1,693) |
| Impact of the non-recurring items on net profit (loss) | (18,516) | (20,374) |
Reclassified Balance Sheet
The reclassified Balance Sheet aggregates assets and liabilities according to operating functionality criteria, subdivided by convention into the following three key functions: investments, operations and finance.
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Goodwill | 540 | 540 | - |
| Other intangible assets | 24,368 | 21,812 | 2,556 |
| Tangible assets | 22,863 | 19,621 | 3,242 |
| Financial fixed assets | 521,700 | 491,347 | 30,353 |
| Other non-current financial assets | 1,241 | 1,061 | 180 |
| Non-current assets | 570,712 | 534,381 | 36,331 |
| Inventories | 8,248 | 8,621 | (373) |
| Trade receivables (1) | 45,242 | 39,213 | 6,029 |
| Other receivables (2) | 12,114 | 11,176 | 938 |
| Current assets (A) | 65,604 | 59,010 | 6,594 |
| Operating assets | 636,316 | 593,391 | 42,925 |
| Trade payables (3) | (34,252) | (26,760) | (7,492) |
| Other payables (4) | (44,616) | (36,762) | (7,854) |
| Current liabilities (B) | (78,868) | (63,522) | (15,346) |
| Net working capital (A)+(B) | (13,264) | (4,512) | (8,752) |
| Derivative instruments (5) | (10,212) | (6,990) | (3,222) |
| Deferred tax assets | 20,802 | 20,523 | 279 |
| Provisions for contingency and obligations (non-current portion) | (12,166) | (10,852) | (1,314) |
| Liabilities for employees' benefits (non-current portion) | (3,671) | (3,805) | 134 |
| Deferred tax liabilities | (1,596) | (1,841) | 245 |
| Loan fees (6) | 1,069 | 1,490 | (421) |
| NET INVESTED CAPITAL | 551,674 | 528,394 | 23,280 |
| Net Equity | 393,437 | 371,240 | 22,197 |
| Net short-tem financial indebtedness | (116,838) | (166,125) | 49,287 |
| Net medium and long-term financial indebtedness | 275,075 | 323,279 | (48,204) |
| Total net financial indebtedness | 158,237 | 157,154 | 1,083 |
| OWN FUNDS AND NET FINANCIAL INDEBTEDNESS | 551,674 | 528,394 | 23,280 |
(1) The item "Trade receivables" includes "Trade receivables" and "Receivables - related parties".
(2) The item "Other receivables" includes "Other receivables" and "Other receivables - related parties".
(3) The item "Trade payables" includes "Trade payables" and "Trade payables - related parties".
(4) The item "Other payables" includes "Other payables - third parties", "Other payables - related parties", "Liabilities for employees' benefits - current portion" and "Tax payables".
(5) The item "Derivative instruments" includes cash flow hedges, fair value hedges and non hedge accounting instruments not comprised in the item "Net medium and long-term financial indebtedness".
(6) The item "Loan fees" is recognized in the balance sheet as a direct reduction of the short and long-term components of "Financial payables" and "Financial liabilities".
Condensed Reclassified Cash Flow Statement
The condensed cash flow statement represents a summary version of the reclassified cash flow statement detailed in the following pages and its purpose is, starting from EBIT, to detail the flows generated from or absorbed by operating, investing and financing activities.
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Operating profit (EBIT) | 42,158 | 28,718 |
| Amortization, depreciation and write-downs | 12,310 | 10,772 |
| Provisions, other non-monetary items and gain/losses from disposals | 6,416 | 9,044 |
| Net financial expenses | (17,247) | (15,631) |
| Write-down of financial current assets | (9,211) | (3,918) |
| Dividends received | 41,114 | 40,082 |
| Taxes paid | (3,058) | (2,416) |
| Change in net working capital | 925 | (6,269) |
| Cash flow generated from (absorbed by) operating activities (A) | 73,407 | 60,382 |
| Cash flow generated from (absorbed by) operating investing activities (B) | (18,138) | (11,554) |
| Free cash Flow (A +B) | 55,269 | 48,828 |
| Purchases of equity investments/share capital increases in subsidiaries (C) | (30,527) | (10,244) |
| (Purchase) sale of other investments and securities (D) | - | 2,633 |
| Cash flow generated from (absorbed by) investing activities (B+C+D) | (48,665) | (19,165) |
| Hedging instruments | - | - |
| Other non-current assets | 69 | 15 |
| Fees paid on medium and long-term borrowings | (322) | - |
| Dividends paid | (9,427) | (9,356) |
| Treasury shares | (18,841) | (6,601) |
| Share capital increases | 2,696 | 4,206 |
| Net cash flow from the period | (1,083) | 29,481 |
| Net financial indebtedness at the beginning of the period | (157,154) | (184,695) |
| Changes in net financial position | (1,083) | 29,481 |
| Merger of Sonus Italia S.r.l. | - | (1,940) |
| Net financial indebtedness at the end of the period | (158,237) | (157,154) |
| (€ thousands) | FY 2016 | % | FY 2015 | % | Change | % |
|---|---|---|---|---|---|---|
| Hearing aid line sales | 267,154 | 99.3% | 245,679 | 99.1% | 21,475 | 8.7% |
| Biomedical line sales | - | 0.0% | 284 | 0.1% | (284) | -100.0% |
| Total sales | 267,154 | 99.3% | 245,963 | 99.2% | 21,191 | 8.6% |
| Hearing aid line services | 1,939 | 0.7% | 1,815 | 0.7% | 124 | 6.8% |
| Biomedical line services | - | 0.0% | 45 | 0.0% | (45) | -100.0% |
| Total services | 1,939 | 0.7% | 1,860 | 0.8% | 79 | 4.2% |
| Revenues from sales and services | 269,093 | 100.0% | 247,823 | 100.0% | 21,270 | 8.6% |
Revenues from sales and services
Revenue from sales and services, including the €90 thousand generated by the French branch, increased by €21,270 thousand (+8.6%) with respect to the prior year rising from the €247,823 thousand posted in 2015 to €269,093 thousand in 2016. This sizeable increase is even more significant considering that revenue was already up 9.4% in 2015.
In 2016 sales for hearing aids rose 8.5% to €251,826 thousand. The number of units sold rose by 6.5% to 148.1 thousand. The increase is turnover is attributable entirely to organic growth which confirms the strength of the strategies used in all regions. The efficacy of TV marketing in creating store traffic was confirmed, once again, in 2016. The new marketing channels are also the source of great satisfaction with digital marketing, in which the Group is making substantial investments, in first place. The important investments made in Customer Relationship Management (CRM) over the last few years have also made it possible for stores to have extremely accurate and valid customer databases which increase the ability to convert trials into sales. The training of the hearing aid specialists continues to be a crucial to the high level of customer satisfaction, one of Amplifon's strong points since its inception.
The consumer loans, developed with leading firms, have made it possible to provide payment options that are increasingly popular with customers.
The Hearing Solutions Services also achieved very strong results in 2016, posting growth of 6.8%.
Gross operating profit (EBITDA)
| (€ thousands) | FY 2016 | |||||
|---|---|---|---|---|---|---|
| Recurring Non recurring Total |
Recurring Non recurring | Total | ||||
| Gross operating profit (EBITDA) | 56,970 | (2,502) | 54,468 | 46,282 | (6,792) | 39,490 |
Gross operating profit (EBITDA) amounted to €54,468 thousand in 2016 versus €39,490 thousand in 2015, an increase of €14,978 thousand (+37.9%).
The non-recurring item relates to the costs incurred for a merger which was not completed.
Recurring EBITDA increased €10,688 thousand (+23.1%) against the comparison period.
The comparison of the increase in total net sales (+8.6%) with the increase in recurring EBITDA (+23.1%) illustrates the very satisfying result linked to careful cost control. EBITDA as a percentage of total net sales rose from the 18.7% posted in 2015 to 21.2% in 2016.
Operating profit (EBIT)
| (€ thousands) | FY 2016 | |||||
|---|---|---|---|---|---|---|
| Recurring Non recurring | Total | Recurring Non recurring | Total | |||
| Operating profit (EBIT) | 44,660 | (2,502) | 42,158 | 35,510 | (6,792) | 28,718 |
The operating profit (EBIT) amounted to €42,158 thousand in 2016 versus €28,718 thousand in 2015, an increase of €13,440 thousand (+46.8%). Recurring EBIT rose €9,150 thousand (+25.8%) against the comparison period.
Profit before tax
| (€ thousands) | FY 2016 | |||||
|---|---|---|---|---|---|---|
| Recurring Non recurring | Total | Recurring Non recurring | Total | |||
| Profit before tax | 67,953 | (19,301) | 48,652 | 59,185 | (20,814) | 38,371 |
Profit before tax rose in 2016 with respect to 2015 by €10,281 thousand. In addition to the items discussed in the section on EBIT above, non-recurring transactions in the year also refer to the write-downs of an equity investment and financial receivables due from the UK subsidiaries in order to align them with their recoverable value. Recurring profit before tax shows an increase of €8,768 thousand (+14.8% against the comparison period).
Net profit
| (€ thousands) | FY 2016 | FY 2015 | ||||
|---|---|---|---|---|---|---|
| Recurring Non recurring | Total | Recurring Non recurring | Total | |||
| Net profit | 57,486 | (18,516) | 38,970 | 50,351 | (20,374) | 29,977 |
Net profit for 2016, which was impacted by non-recurring expenses of €18,516 thousand net of tax, reached €38,970 thousand versus €29,977 thousand in 2015, an increase of €8,993 thousand. The increase for recurring operations reached €7,135 thousand.
Non-current assets
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Goodwill | 540 | 540 | - |
| Other intangible assets | 24,368 | 21,812 | 2,556 |
| Tangible assets | 22,863 | 19,621 | 3,242 |
| Financial fixed assets | 521,700 | 491,347 | 30,353 |
| Other non-current financial assets | 1,241 | 1,061 | 180 |
| Non-current assets | 570,712 | 534,381 | 36,331 |
Non-current assets amounted to €570,712 thousand at 31 December 2016 versus €534,381 thousand at 31 December 2015, an increase of €36,331 thousand attributable to:
- an increase in intangible assets as a result of the development of new software to support both the sales network and head office;
- an increase in plant, property and equipment following the purchase of new hardware, furnishings, decorations and equipment for the branches and headquarters;
- an increase in the value of equity investments explained: for €21,500 thousand, by the capital increase of Amplifon Deutschland Gmbh; for €2,314 thousand, by the capital increase of Amplifon Poland Sp.z o.o.; for €1,014 thousand by the purchase of the Swiss company Hörhilfe Walter Blättler AG; for €7,415 thousand by the periodic valuation of stock option and stock grant plans held by employees of subsidiaries;
- a decrease in the value of equity investments as a result of the cancellation of receivables and the subsequent write-down of Amplifon UK Ltd for a total net impact of €1,890 thousand.
Net invested capital
Net invested capital amounted to €551,674 thousand at 31 December 2016 versus €528,394 thousand at 31 December 2015, an increase of €23,280 thousand attributable primarily to:
- the increase in non-current assets described above;
- a decrease in warehouse inventories of €373 thousand thanks to efficient management of trial returns and an increase in branch stock rotation;
- an increase in trade receivables of €6,029 thousand due to the significant increase in sales posted in the year;
- an increase in other receivables of €938 thousand due mainly to a change in the refundable VAT credits at 31 December;
- an increase in trade payables due to the increase in purchases of goods and services and careful management of the payment conditions;
- an increase in other payables due primarily to the increase in amounts owed the parent company linked to tax consolidation;
- a decrease in the fair value of derivatives of €3,222 thousand.
Net equity
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Share capital | 4,524 | 4,510 | 14 |
| Share premium account | 201,652 | 197,779 | 3,873 |
| Statutory reserve | 934 | 934 | - |
| Treasury shares | (48,178) | (39,740) | (8,438) |
| Stock option reserve | 25,281 | 21,558 | 3,723 |
| Cash flow hedge reserve | (7,544) | (5,096) | (2,448) |
| Extraordinary reserve | 2,767 | 2,767 | - |
| Other reserves | 791 | 785 | 6 |
| Profit (loss) carried forward | 174,240 | 157,766 | 16,474 |
| Profit (loss) for the year | 38,970 | 29,977 | 8,993 |
| Net Equity | 393,437 | 371,240 | 22,197 |
Net equity amounted to €393,437 thousand at 31 December 2016 versus €371,240 thousand at 31 December 2015, an increase of €22,197 thousand, explained by:
- an increase in share capital and the share premium reserve of 714,105 shares following the exercise of stock options;
- an increase in treasury shares following the purchase of 2,199,000 shares and the exercise of 1,502,999 stock grants;
- a decrease in the cash flow hedge reserve;
- the net profit posted in 2016.
Net financial indebtedness
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Net medium and long-term financial indebtedness | 275,075 | 323,279 | (48,204) |
| Short-term net financial indebtedness | 10,847 | (22,387) | 33,234 |
| Cash and equivalents | (127,685) | (143,738) | 16,053 |
| Net financial indebtedness | 158,237 | 157,154 | 1,083 |
Net financial indebtedness amounted to €158,237 thousand at 31 December 2016, an increase of €1,083 thousand with respect to 31 December 2015.
The company maintained the debt structure set up in 2013 as a result of the USD 130 million private placement made by the American subsidiary Amplifon USA Inc. with 7, 10 and 12 year maturities (falling due between 2013 and 2025) and the issue of a €275 million 5-year bond loan reserved for non-American institutional investors that is listed on the Luxembourg Stock Exchange's Euro MTF market.
The undrawn portion of credit lines granted amounted to €264 million, €165 million of which irrevocable and expiring year-end 2021.
Covenant
The USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885) made by Amplifon USA Inc. and guaranteed by Amplifon S.p.A. is subject to the following covenants:
- the ratio of the consolidated net financial indebtedness to the Group's consolidated net equity must not exceed 1.5;
- the ratio of the consolidated net financial indebtedness to consolidated EBITDA in the last four quarters (determined based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 3.5.
These ratios, in the event relevant acquisitions are made, may be increased to 2.0 and 4.0, respectively, for a period of not more than 12 months on two occasions over the life of the loan.
At 31 December 2016 these ratios were as follows:
| (€ thousands) | Value |
|---|---|
| Net financial indebtedness/Group net equity | 0.40 |
| Net financial indebtedness/EBITDA for the last 4 quarters | 1.17 |
As is typical international practice, the private placement is also subject to other covenants which limit the ability to issue guarantees and complete sale and lease back, as well as, extraordinary transactions.
The €275 million Eurobond due in 2018 and issued in July 2013 is not subject to any covenants.
Reclassified Cash Flow Statement
The reclassified cash flow statement shows the change in net debt between the start and the end of the period. The notes to the financial statements include a cash flow statement based on cash holdings as per IAS 7 showing the change in opening and closing cash in the period.
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net income (loss) | 38,970 | 29,977 |
| Amortization, depreciation and write-downs: | ||
| - other intangible fixed assets | 5,976 | 4,499 |
| - tangible fixed assets | 6,334 | 6,273 |
| Total amortization, depreciation and write-downs | 12,310 | 10,772 |
| Provisions and other non-monetary items | 6,396 | 9,028 |
| (Gains) losses from sale of fixed assets | 20 | 16 |
| Financial income and charges | (6,961) | (10,200) |
| Current and deferred income taxes | 9,681 | 8,394 |
| Change in assets and liabilities | ||
| - Utilization of provisions | (1,179) | (5,013) |
| - (Increase) decrease in inventories | 473 | 1,169 |
| - Decrease (increase) in trade receivables | (6,214) | (335) |
| - Increase (decrease) in trade payables | 7,503 | (1,417) |
| - Increase (decrease) in other receivables/payables non-financial net of tax receivables/payables | 342 | (673) |
| Total change in current assets and liabilities | 925 | (6,269) |
| Dividends received | 41,114 | 40,082 |
| Interest received/paid | (16,779) | (15,084) |
| Taxes paid | (3,058) | (2,416) |
| Write-down of financial current assets | (9,211) | (3,918) |
| Cash flow generated from (absorbed by) operating activities | 73,407 | 60,382 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (9,623) | (5,688) |
| Purchase of tangible fixed assets | (8,544) | (5,910) |
| Consideration from sale of tangible fixed assets and businesses | 29 | 44 |
| Cash flow generated from (absorbed by) investing activities | (18,138) | (11,554) |
| Cash flow generated from operating and investing activities (Free cash flow) | 55,269 | 48,828 |
| Business combinations | (30,527) | (10,244) |
| (Purchase) sale of other investments, securities and reductions of earn-out | - | 2,633 |
| Cash flow generated from acquisitions | (30,527) | (7,611) |
| Cash flow generated from (absorbed by) investing activities | (48,665) | (19,165) |
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| FINANCING ACTIVITIES: | ||
| Hedging derivatives | - | - |
| Commissions paid for medium/long-term financing | (322) | - |
| Other non-current assets | 69 | 15 |
| Dividends distributions | (9,427) | (9,356) |
| Treasury shares | (18,841) | (6,601) |
| Capital increases | 2,696 | 4,206 |
| Cash flow generated from (absorbed by) financing activities | (25,825) | (11,736) |
| Net financial indebtedness at the beginning of the period | (1,083) | 29,481 |
| Opening net financial indebtedness | (157,154) | (184,695) |
| Merger of Sonus Italia S.r.l. | - | (1,940) |
| Changes in net indebtedness | (1,083) | 29,481 |
| Net financial indebtedness at the end of the period | (158,237) | (157,154) |
The increase in net financial indebtedness of €1,083 thousand is attributable primarily to:
- a) investing activities:
- net increase in property, plant and equipment and intangible assets of €18,167 thousand relating largely to investments in information technology, the development of digital, hardware and updating of the headquarters;
- an increase in the value of equity investments due mainly to Amplifon Deutschland Gmbh's capital increase.
- b) operating activities:
- interest payable on financial indebtedness and other net financial charges of €16,779 thousand;
- payment of taxes which amounted to €3,058 thousand;
- dividends received from subsidiaries amounting to €41,114 thousand;
- write-downs of subsidiaries' financial assets amounting to €16,779 thousand;
- cash flow generated by current operations of €68,928 thousand.
c) financing activities:
- net proceeds from the capital increase following the exercise of stock options of €2,696 thousand;
- purchase of treasury shares for €18,841 thousand;
- dividends paid shareholders amounting to €9,427 thousand;
- payment of €322 thousand in initial fees on long-term credit lines negotiated in the year;
- decrease in non-current assets of €69 thousand.
Related party transactions
Pursuant to Consob Regulation n 17221 of 12 March 2010, on 24 October 2012, Amplifon S.p.A.'s Board of Directors, subject to the favourable opinion of the Independent Directors' Committee, approved new regulations for related party transactions. The new regulations took effect on 1 December 2012 and substituted the regulations approved by the Board on 3 November 2010.
The transactions carried out with related parties, including intra-group transactions, do not qualify as atypical, unusual, are part of the Group companies' normal course of business and are conducted at arm's length and are carried out in accordance with market conditions, taking into account the characteristics of the goods and services provided.
The information regarding related party transactions, including the information requested in Consob Bulletin of 28 July 2006, can be found in Note 28 of the separate financial statements.
Parent companies
Transactions carried out with the parent company Amplifin S.p.A. relate to:
- a lease for the premises owned by Amplifin S.p.A., located in Milan, via Ripamonti 133, where Amplifon S.p.A.'s registered office and head office are located, and the pertinent share of the condominium fees and maintenance costs;
- leases relating to stores owned by the parent company and used for commercial activities;
- a secondment agreement for the transfer of Amplifon S.p.A. employees;
- a tax consolidation contract for the three year period 2014 2016.
Subsidiaries
Financial transactions with subsidiaries
Amplifon S.p.A. and its subsidiaries have short and long term loans outstanding, and participate in cash pooling. All such transactions are subject to market rates.
Service contracts with subsidiaries
Amplifon S.p.A. has entered into contracts with its subsidiaries which govern certain centralized services, such as strategic planning, human resource management (with special reference to the shared remuneration policy, incentives, the training and hiring of personnel, and career internationalization programs), marketing, administration and control, assistance in banking relationships and the implementation of shared information systems. The cost of these services is charged to them by Amplifon S.p.A. as agreed upon in the relative contracts.
Representative of Data controller
During the Board of Directors meeting held on 22 October 2015 the Board appointed Enrico Vita, currently the Group's Chief Executive Officer, representative of "Data controller" in accordance with the law.
Branch offices
Amplifon S.p.A. has set up a branch office - 'Amplifon Succursale de Paris' - with offices in Arcueil, 22 avenue Aristide Briand, France.
Outlook
2017 opens with an important number of trials underway which has resulted in a positive outlook for the first quarter of 2017.
Amplifon S.p.A. will continue to face the market with renewed vigor, implementing all the marketing initiatives and making all the investments needed to further increase the important level of turnover achieved in 2016. Toward this end, the important investments made to support digital marketing and the further steps taken to enhance Customer Relationship Management (CRM) will be crucial to business development, along with the television channel.
Amplifon S.p.A. will look to further improve the funnel performance boost in the stores. This, along with the excellent technical expertise of the staff on the field, will be key to achieving the ambitious targets set for 2017.
Consolidated Financial Statements at 31 December 2016
Consolidated Financial Statements at 31 December 2016
| Consolidated Statement of Financial Position | 122 | |
|---|---|---|
| Consolidated Income Statement | 124 | |
| Statement of Comprehensive Income | 125 | |
| Statement of Changes in Consolidated Net Equity | 126 | |
| Consolidated Cash Flow Statement | 128 | |
| Supplementary Information to Cash Flow Statement | 130 | |
| Explanatory Notes | 131 | |
| 1. | General Information | 131 |
| 2. | Acquisitions and goodwill | 131 |
| 3. | Intangible fixed assets | 137 |
| 4. | Tangible fixed assets | 138 |
| 5. | Other non-current assets | 139 |
| 6. | Derivatives and hedge accounting | 140 |
| 7. | Inventories | 143 |
| 8. | Receivables | 143 |
| 9. | Cash and cash equivalents | 145 |
| 10. Share capital | 146 | |
| 11. Net financial position | 147 | |
| 12. Financial liabilities | 148 | |
| 13. Provisions for risks and charges (medium/long term) | 152 | |
| 14. Liabilities for employees' benefits (medium/long term) | 153 | |
| 15. Other long-term liabilities | 154 |
| Indipendent Auditor's Report at 31 December 2016 | 222 |
|---|---|
| Declaration in respect of the Consolidated Financial Statements pursuant to Article 154-bis of Legislative Decree 58/98 |
221 |
| Information pursuant to § 149-duodecies of Consob Issuers' Regulations |
220 |
| Consolidation Area | 217 |
| Annexes | 217 |
| 38. Subsequent events | 216 |
| 37. Accounting policies | 199 |
| 36. Segment information | 194 |
| 35. Translation of foreign companies' financial statements | 193 |
| 34. Financial risks | 189 |
| 33. Transactions arising from untypical/unusual operations | 188 |
| 32. Guarantees provided, commitments and contingent liabilities |
188 |
| 31. Transactions with parent companies and related parties | 181 |
| 30. Earnings per share | 180 |
| 29. Subsidiaries with relevant non-controlling interests, joint ventures and associated companies |
179 |
| 28. Stock option - Performance stock grant | 166 |
| 27. Income tax | 165 |
| 26. Financial income, charges and changes in value of financial assets |
162 |
| 25. Depreciation and amortisation | 162 |
| 24. Other income and costs | 161 |
| 23. Operating costs | 160 |
| 22. Revenues from sales and services | 160 |
| 21. Deferred tax assets and liabilities | 158 |
| 20. Short-term financial debt | 157 |
| 19. Liabilities for employees' benefits (current portion) | 157 |
| 18. Provisions for risks and charges (current portion) | 157 |
| 16. Trade payables 17. Other payables |
155 156 |
Consolidated Statement of Financial Position
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change | |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Goodwill | Note 2 | 635,132 | 572,150 | 62,982 |
| Intangible fixed assets with finite useful life | Note 3 | 161,906 | 141,413 | 20,493 |
| Tangible fixed assets | Note 4 | 119,794 | 102,675 | 17,119 |
| Investments valued at equity | Note 29 | 1,759 | 1,433 | 326 |
| Financial assets measured at fair value through profit or loss | Note 5 | 43 | 29 | 14 |
| Long - term hedging instruments | Note 6 | 12,223 | 11,526 | 697 |
| Deferred tax assets | Note 21 | 40,744 | 40,743 | 1 |
| Other assets | Note 5 | 49,683 | 45,100 | 4,583 |
| Total non-current assets | 1,021,284 | 915,069 | 106,215 | |
| Current assets | ||||
| Inventories | Note 7 | 31,370 | 28,956 | 2,414 |
| Trade receivables | Note 8 | 127,278 | 111,727 | 15,551 |
| Other receivables | Note 8 | 42,162 | 34,068 | 8,094 |
| Hedging instruments | Note 6 | 35 | 451 | (416) |
| Cash and cash equivalents | Note 9 | 183,834 | 196,714 | (12,880) |
| Total current assets | 384,679 | 371,916 | 12,763 | |
| TOTAL ASSETS | 1,405,963 | 1,286,985 | 118,978 |
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change | |
|---|---|---|---|---|
| LIABILITIES | ||||
| Net Equity | ||||
| Share capital | Note 10 | 4,524 | 4,510 | 14 |
| Share premium account | 201,648 | 197,774 | 3,874 | |
| Treasury shares | (48,178) | (39,740) | (8,438) | |
| Other reserves | 14,938 | 2,587 | 12,351 | |
| Profit (loss) carried forward | 320,819 | 287,535 | 33,284 | |
| Profit (loss) for the period | 63,620 | 46,805 | 16,815 | |
| Group net equity | 557,371 | 499,471 | 57,900 | |
| Minority interests | 289 | 694 | (405) | |
| Total net equity | 557,660 | 500,165 | 57,495 | |
| Non-current liabilities | ||||
| Medium/long-term financial liabilities | Note 12 | 399,166 | 394,152 | 5,014 |
| Provisions for risks and charges | Note 13 | 59,341 | 50,053 (*) | 9,288 |
| Liabilities for employees' benefits | Note 14 | 16,609 | 15,571 | 1,038 |
| Deferred tax liabilities | Note 21 | 62,405 | 55,695 | 6,710 |
| Payables for business acquisitions | Note 15 | 2,087 | 5,450 | (3,363) |
| Other long-term debt | Note 15 | 26,127 | 21,708 (*) | 4,419 |
| Total non-current liabilities | 565,735 | 542,629 (*) | 23,106 | |
| Current liabilities | ||||
| Trade payables | Note 16 | 131,181 | 113,343 | 17,838 |
| Payables for business acquisitions | Note 17 | 14,485 | 4,581 | 9,904 |
| Other payables | Note 17 | 120,298 | 109,385 (*) | 10,913 |
| Hedging instruments | Note 6 | 3 | 6 | (3) |
| Provisions for risks and charges | Note 18 | 2,346 | 1,646 (*) | 700 |
| Liabilities for employees' benefits | Note 19 | 739 | 1,025 | (286) |
| Short-term financial liabilities | Note 20 | 13,516 | 14,205 | (689) |
| Total current liabilities | 282,568 | 244,191 (*) | 38,377 | |
| TOTAL LIABILITIES | 1,405,963 | 1,286,985 | 118,978 |
(*) In accordance with IAS 8 the comparative figures were restated as shown in the following table.
| (€ thousands) | 31/12/2015 Revised |
31/12/2015 Reported |
Change |
|---|---|---|---|
| Provisions for risks and charges (non-current portion) | 50,053 | 48,407 | 1,646 |
| Other long-term debt | 21,708 | 2,600 | 19,108 |
| Other payables | 109,385 | 130,407 | (21,022) |
| Provisions for risks and charges (current portion) | 1,646 | 1,378 | 268 |
| Total | 182,792 | 182,792 | - |
Consolidated Income Statement
| (€ thousands) | FY 2016 | FY 2015 | |||||
|---|---|---|---|---|---|---|---|
| Recurring | Non recurring |
Total | Recurring | Non recurring |
Total | Change | |
| Revenues from sales and services Note 22 |
1,133,097 | - | 1,133,097 | 1,033,977 | - | 1,033,977 | 99,120 |
| Operating costs Note 23 |
(942,279) | - | (942,279) | (868,861) | (6,792) | (875,653) | (66,626) |
| Other income and costs Note 24 |
(1,457) | (2,502) | (3,959) | 2,247 | 4,606 | 6,853 | (10,812) |
| Gross operating profit (EBITDA) | 189,361 | (2,502) | 186,859 | 167,363 | (2,186) | 165,177 | 21,682 |
| Amortisation, depreciation and impairment Note 25 |
|||||||
| Amortisation of intangible fixed assets | (25,424) | - | (25,424) | (23,952) | - | (23,952) | (1,472) |
| Depreciation of tangible fixed assets | (27,033) | - | (27,033) | (26,562) | (238) | (26,800) | (233) |
| Impairment and impairment reversals of non-current assets |
(1,864) | (5,489) | (7,353) | (799) | (2,620) | (3,419) | (3,934) |
| (54,321) | (5,489) | (59,810) | (51,313) | (2,858) | (54,171) | (5,639) | |
| Operating result | 135,040 | (7,991) | 127,049 | 116,050 | (5,044) | 111,006 | 16,043 |
| Financial income, charges and value adjustments to financial assets Note 26 |
|||||||
| Group's share of the result of associated companies valued at equity |
419 | - | 419 | 126 | - | 126 | 293 |
| Other income and charges, impairment and revaluations of financial assets |
13 | - | 13 | 208 | 1,253 | 1,461 | (1,448) |
| Interest income and charges | (17,942) | - | (17,942) | (20,483) | (2,854) | (23,337) | 5,363 |
| Other financial income and charges | (1,011) | - | (1,011) | (388) | - | (388) | (591) |
| Exchange gains and losses | (2,445) | - | (2,445) | 2,681 | - | 2,681 | (5,126) |
| Gain (loss) on assets measured at fair value | 1,288 | - | 1,288 | (3,452) | - | (3,452) | 4,740 |
| (19,678) | - | (19,678) | (21,308) | (1,601) | (22,909) | 3,231 | |
| Profit (loss) before tax | 115,362 | (7,991) | 107,371 | 94,742 | (6,645) | 88,097 | 19,274 |
| Current and deferred income tax Note 27 |
|||||||
| Current tax | (45,042) | 785 | (44,257) | (41,366) | 2,053 | (39,313) | (4,944) |
| Deferred tax | 662 | - | 662 | (675) | (1,397) | (2,072) | 2,734 |
| (44,380) | 785 | (43,595) | (42,041) | 656 | (41,385) | (2,210) | |
| Total net profit (loss) | 70,982 | (7,206) | 63,776 | 52,701 | (5,989) | 46,712 | 17,064 |
| Net profit (loss) attributable to Minority interests |
156 | - | 156 | (93) | - | (93) | 249 |
| Net profit (loss) attributable to the Group | 70,826 | (7,206) | 63,620 | 52,794 | (5,989) | 46,805 | 16,815 |
| Income (loss) and earnings | |||||||
| per share (€ per share) Note 30 |
FY 2016 | FY 2015 | |||||
| Earnings per share: - base - diluted |
0.29008 0.28262 |
0.21465 0.20812 |
|||||
| Dividend per share | 0.070 (*) | 0.043 |
(*) Proposed by the Board of Directors to the shareholders' meeting called for April 20th 2017.
Statement of Comprehensive Income
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Net income (loss) for the period | 63,776 | 46,712 |
| Other comprehensive income (loss) that will not be reclassified subsequently to profit or loss: |
||
| Re-measurement of defined benefit plans Note 14 |
80 | 221 |
| Tax effect on components of other comprehensive income that will not be reclassified subsequently to profit or loss |
16 | (58) |
| Total other comprehensive income (loss) that will not be reclassified subsequently to profit or loss after the tax effect (A) |
96 | 163 |
| Other comprehensive income that will be reclassified subsequently to profit or loss | ||
| Gains/(losses) on cash flow hedging instruments Note 6 |
(3,222) | 3,530 |
| Gains/(losses) on exchange differences from translation of financial statements of foreign entities |
10,737 | 9,473 |
| Tax effect on components of other comprehensive income that will be reclassified subsequently to profit or loss |
773 | (1,205) |
| Total other comprehensive income (loss) that will be reclassified subsequently to profit or loss after the tax effect (B) |
8,288 | 11,798 |
| Total other comprehensive income (loss) (A)+(B) | 8,384 | 11,961 |
| Comprehensive income (loss) for the period | 72,160 | 58,673 |
| Attributable to the Group | 72,265 | 58,856 |
| Attributable to Minority interests | (105) | (183) |
Statement of Changes in Consolidated Net Equity
| Share premium |
Other | Treasury shares |
Stock option |
|||||
|---|---|---|---|---|---|---|---|---|
| (€ thousands) | Share capital | account Legal reserve | reserves | reserve | reserve | |||
| Balance at 1 January 2015 | 4,492 | 191,902 | 934 | 3,607 | (46,547) | 21,761 | ||
| Appropriation of FY 2014 result | ||||||||
| Share capital increase | 18 | 4,188 | ||||||
| Treasury shares | (6,601) | |||||||
| Dividend distribution | ||||||||
| Implicit cost of stock options and stock grants | Note 28 | 10,719 | ||||||
| Other changes | 1,684 | 29 | 13,408 | (10,645) | ||||
| - Hedge accounting | Note 6 | |||||||
| - Actuarial gains (losses) | ||||||||
| - Translation difference | ||||||||
| - Result for FY 2015 | ||||||||
| Total comprehensive income (loss) for the period | ||||||||
| Balance at 31 December 2015 | 4,510 | 197,774 | 934 | 3,636 | (39,740) | 21,835 | ||
| Share | Treasury | Stock | ||||||
| (€ thousands) | Share capital | premium | account Legal reserve | Other reserves |
shares reserve |
option reserve |
||
| Balance at 1 January 2016 | 4,510 | 197,774 | 934 | 3,636 | (39,740) | 21,835 | ||
| Appropriation of FY 2015 result | ||||||||
| Share capital increase | 14 | 2,682 | ||||||
| Treasury shares | (18,841) | |||||||
| Dividend distribution | ||||||||
| Implicit cost of stock options and stock grants | Note 28 | 11,261 | ||||||
| Other changes | 1,192 | 10,403 | (7,555) | |||||
| - Hedge accounting | Note 6 | |||||||
| - Actuarial gains (losses) | ||||||||
| - Translation difference | ||||||||
| - Result for FY 2016 | ||||||||
| Balance at 31 December 2016 4,524 201,648 934 3,636 (48,178) 25,541 |
|---|
| Total | |||||||
|---|---|---|---|---|---|---|---|
| Total net equity |
Minority interests |
Shareholders' equity |
Profit (loss) for the period |
Translation difference |
Profit (loss) carried forward |
Actuarial gains and losses |
Cash flow hedge reserve |
| 443,222 | 1,057 | 442,165 | 46,475 | (23,881) | 255,410 | (4,567) | (7,421) |
| - | - | (46,475) | 46,475 | ||||
| 4,206 | 4,206 | ||||||
| (6,601) | (6,601) | ||||||
| (9,356) | (9,356) | (9,356) | |||||
| 10,719 | 10,719 | ||||||
| (698) | (180) | (518) | (4,994) | ||||
| 2,325 | 2,325 | 2,325 | |||||
| 163 | 163 | 163 | |||||
| 9,473 | (90) | 9,563 | 9,563 | ||||
| 46,712 | (93) | 46,805 | 46,805 | ||||
| 58,673 | (183) | 58,856 | 46,805 | 9,563 | 163 | 2,325 | |
| 500,165 | 694 | 499,471 | 46,805 | (14,318) | 287,535 | (4,404) | (5,096) |
| Total net equity |
Minority interests |
Total Shareholders' equity |
Profit (loss) for the period |
Translation difference |
Profit (loss) carried forward |
Actuarial gains and losses |
Cash flow hedge reserve |
|---|---|---|---|---|---|---|---|
| 500,165 | 694 | 499,471 | 46,805 | (14,318) | 287,535 | (4,404) | (5,096) |
| - | (46,805) | 46,805 | |||||
| 2,696 | 2,696 | ||||||
| (18,841) | (18,841) | ||||||
| (9,427) | (9,427) | (9,427) | |||||
| 11,261 | 11,261 | ||||||
| (354) | (300) | (54) | (4,094) | ||||
| (2,449) | (2,449) | (2,449) | |||||
| 96 | 96 | 96 | |||||
| 10,737 | (261) | 10,998 | 10,998 | ||||
| 63,776 | 156 | 63,620 | 63,620 | ||||
| 72,160 | (105) | 72,265 | 63,620 | 10,998 | 96 | (2,449) | |
| 557,660 | 289 | 557,371 | 63,620 | (3,320) | 320,819 | (4,308) | (7,545) |
Consolidated Cash Flow Statement
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| OPERATING ACTIVITIES | ||
| Net profit (loss) | 63,776 | 46,712 |
| Amortization, depreciation and write-downs: | ||
| - intangible fixed assets | 25,429 | 24,095 |
| - tangible fixed assets | 28,892 | 27,455 |
| - goodwill | 5,489 | 2,620 |
| Provisions | 22,955 | 24,339 |
| (Gains) losses from sale of fixed assets | 42 | (395) |
| Group's share of the result of associated companies | (419) | (126) |
| Financial income and charges | 20,098 | 23,035 |
| Current, deferred tax assets and liabilities | 43,594 | 41,386 |
| Cash flow from operating activities before change in working capital | 209,856 | 189,121 |
| Utilization of provisions | (8,000) | (10,017) |
| (Increase) decrease in inventories | 175 | 2,288 |
| Decrease (increase) in trade receivables | (12,513) | (1,008) |
| Increase (decrease) in trade payables | 14,946 | 6,156 |
| Changes in other receivables and other payables | (1,631) | 2,907 |
| Total change in assets and liabilities | (7,023) | 326 |
| Dividends received | 1 | 10 |
| Interest received (paid) | (18,606) | (25,114) |
| Taxes paid | (40,539) | (38,242) |
| Cash flow generated from (absorbed by) operating activities (A) | 143,689 | 126,101 |
| INVESTING ACTIVITIES: | ||
| Purchase of intangible fixed assets | (17,876) | (13,773) |
| Purchase of tangible fixed assets | (44,638) | (34,328) |
| Consideration from sale of tangible fixed assets | 1,369 | 9,682 |
| Cash flow generated from (absorbed by) operating investing activities (B) | (61,145) | (38,419) |
| Purchase of subsidiaries and business units | (82,115) | (42,333) |
| Increase (decrease) in payables through business acquisition | 3,967 | 528 |
| (Purchase) sale of other investments, business units and securities | 34 | 9,423 |
| Cash flow generated from (absorbed by) acquisition activities (C) | (78,114) | (32,382) |
| Cash flow generated from (absorbed by) investing activities (B+C) | (139,259) | (70,801) |
| FINANCING ACTIVITIES: | ||
| Increase (decrease) in financial payables | 5,615 | (60,802) |
| (Increase) decrease in financial receivables | 52 | 1,902 |
| Derivatives instruments and other non-current assets | - | - |
| Commissions paid for medium/long-term financing | (322) | - |
| Other non-current assets and liabilities | (305) | (2,015) |
| Treasury shares | (18,841) | (6,601) |
| Dividends distributed | (9,427) | (9,356) |
| Capital increases and minority shareholders' contributions and dividends paid to third parties by subsidiaries |
2,349 | 4,206 |
| Cash flow generated from (absorbed by) financing activities (D) | (20,983) | (72,666) |
| Net increase in cash and cash equivalents (A+B+C+D) | (16,553) | (17,366) |
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| Cash and cash equivalents at beginning of period | 196,714 | 211,124 |
| Effect of discontinued operations on cash & cash equivalents | - | - |
| Effect of exchange rate fluctuations on cash & cash equivalents | 913 | 1,696 |
| Liquid assets acquired | 2,760 | 1,260 |
| Flows of cash and cash equivalents | (16,553) | (17,366) |
| Cash and cash equivalents at end of period | 183,834 | 196,714 |
Related-party transactions relate to rentals of the main office and certain stores, to recharges of maintenance costs and general services of the above-mentioned buildings and to commercial transactions, personnel costs and loans. They are detailed in Note 31. The impact of these transactions on the Group's cash flows is not material.
Supplementary Information to Cash Flow Statement
The fair values of the assets and liabilities acquired are summarised in the following table:
| (€ thousands) | FY 2016 | FY 2015 |
|---|---|---|
| - Goodwill | 62,796 | 32,353 |
| - Customer lists | 24,819 | 14,403 |
| - Trademarks and non-competition agreements | - | - |
| - Other intangible fixed assets | 1,115 | 163 |
| - Tangible fixed assets | 3,238 | 1,357 |
| - Financial fixed assets | - | - |
| - Current assets | 10,863 | 4,185 |
| - Provisions for risks and charges | (3,589) | (3,165) |
| - Current liabilities | (14,938) | (7,319) |
| - Other non-current assets and liabilities | (8,562) | (1,984) |
| - Minority interests | - | 705 |
| Total investments | 75,742 | 40,698 |
| Net financial debt acquired | 6,373 | 1,635 |
| Total business combinations | 82,115 | 42,333 |
| (Increase) decrease in payables for businesses combinations | (3,967) | (528) |
| Disposal of businesses (reduction in earn-outs), purchase of investments and shares | (34) | (9,423) |
| Cash flow absorbed by (generated from) acquisitions | 78,114 | 32,382 |
| (Cash and cash equivalents acquired) | (2,760) | (1,260) |
| Net cash flow absorbed by (generated from) acquisitions | 75,354 | 31,122 |
Explanatory Notes
1. General Information
The Amplifon Group is global leader in the distribution of Hearing Aid systems and in their fitting and customization to meet the needs of hearing impaired patients.
The parent company, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is controlled directly by Ampliter N.V. and indirectly by Amplifin S.p.A., owned by Susan Carol Holland, with 100% of the shares, whilst Anna Maria Formiggini Holland retains usufruct.
The consolidated financial statements at 31 December 2016 have been prepared in accordance with International Accounting Standards and the regulations implementing Article 9 of legislative Decree No. 38 of 28 February 2005. These standards include the IAS and IFRS issued by the International Accounting Standard Board, as well as the SIC and IFRIC interpretations issued by the International Financial Reporting Interpretations Committee, which were endorsed in accordance with the procedure set out in Article 6 of Regulation (EC) no. 1606 of 19 July 2002 by 31 December 2016. International Accounting Standards endorsed after that date and before the preparation of these financial statements are adopted in the preparation of the consolidated financial statements only if early adoption is allowed by the Endorsing Regulation and the accounting standard itself and the Group has elected to do so.
The publication of the consolidated financial statements of the Amplifon Group at 31 December 2016 was authorised by the resolution of the Board of Directors of 28 February 2017. These financial statements are subject to the approval of the Shareholders' Meeting of Amplifon S.p.A. on 20 April 2017.
The valuation criteria adopted in the preparation of the consolidated financial statements and a disclosure of the accounting principles and interpretation of future application are detailed in section §37.
2. Acquisitions and goodwill
In 2016 the Amplifon Group intensified its quest for external growth which, after a slow start attributable to the evaluation of a sizeable acquisition which was ultimately not made, was focused mainly on Germany, France and Canada. A total of 183 new points of sale were purchased and an additional 17, previously operated indirectly, were transferred to the direct network for an overall investment, including the debt consolidated and the best estimate of the earn-out linked to sales and profitability targets payable over the next few years, of €79,355 thousand.
More in detail:
- 110 points of sale were acquired in Germany; the most important acquisitions were Focus Hören AG, which operates 62 points of sale spread evenly throughout Germany, and Die Hörmeister GmbH which has 24 points of sale located primarily in northern Germany and a strong presence in the Hamburg area;
- 25 points of sale were acquired in Canada; of note is the acquisition of the Hear More Canada chain, which has 21 points of sale in the province of Ontario;
- 25 transactions were finalized in France, resulting in the purchase of a total of 41 points of sale;
- 2 points of sale were acquired in Israel;
- 1 point of sale was acquired in Switzerland;
- 10 points of sale, which were previously part of the indirect network, were purchased in Belgium;
- 3 points of sale were acquired in Spain;
- 1 point of sale was acquired in Turkey;
- 7 points of sale belonging to the Miracle Ear network were acquired in the United States which will rejoin the network once they are adequately reorganized and customer lists relating to seven stores were purchased.
The table below summarises all the acquisitions made throughout 2016 (amounts in € thousand):
| SHARE DEALS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Date | Location | Company Name | Date | Location | |||||
| SOS Audition Sarl | 01/01/2016 | France | Pierre Vertier Audition SAS | 01/08/2016 | France | |||||
| CAB SAS | 01/02/2016 | France | Hear More Canada, Inc. | 01/08/2016 | Canada | |||||
| SBA Sarl | 01/02/2016 | France | Die Hörmeister GmbH | 01/08/2016 | Germany | |||||
| Audiolandes SAS | 01/03/2016 | France | Die Hörmeister Nord GmbH | 01/08/2016 | Germany | |||||
| Laboratoire Acoustique Médicale SAS | 01/04/2016 | France | Focus Hören AG | 01/09/2016 | Germany | |||||
| Audition Conseil Tarnos Sarl | 01/04/2016 | France | Depuydt Audiologie BVBA | 01/10/2016 | Belgium | |||||
| Kolan Ashdod Speech & Hearing Inst. Ltd | 01/04/2016 | Israele | Correction Auditive du Midi Sarl | 01/11/2016 | France | |||||
| Lugot Audition Sarl | 01/05/2016 | France | J'Ecoute SAS | 01/11/2016 | France | |||||
| Audition Privat Gandon SAS | 01/05/2016 | France | Euphonia SAS | 01/12/2016 | France | |||||
| Audition Privat Auray Sarl | 01/05/2016 | France | Audition Bien Etre Bain Sarl | 01/12/2016 | France | |||||
| Audics BVBA | 01/05/2016 | Belgium | Audioconfort SAS | 01/12/2016 | France | |||||
| Audiomedica Hearing Clinic, Inc. | 15/06/2016 | Canada | Audition du Pays d'Aix SAS | 01/12/2016 | France | |||||
| Audiopro SAS | 01/07/2016 | France | Audition du Pays Varois SAS | 01/12/2016 | France | |||||
| AJ2C SAS | 01/07/2016 | France | Cyrex Concept SAS | 01/12/2016 | France | |||||
| Hörhilfe Walter Blättler AG | 01/07/2016 | Switzerland |
| ASSET DEALS | |||||
|---|---|---|---|---|---|
| Company Name | Date | Location | Company Name | Date | Location |
| Akustik Dieterich GmbH | 01/01/2016 | Germany | Murray's Hearing Aid Center | 01/07/2016 | USA |
| Pavel Hörgeräte Biebrich GmbH. Kiel | 01/01/2016 | Germany | Advanced Hearing Solutions | 01/07/2016 | USA |
| Pavel Hörgeräte Cloppenburg GmbH. Kiel | 01/01/2016 | Germany | Matignon | 11/07/2016 | France |
| Pavel Hörgeräte Ettlingen GmbH. Kiel | 01/01/2016 | Germany | Hörakustik Dröst-Frömel | 01/08/2016 | Germany |
| Yeni Antakya Isitme Cihazları Tıbbi Gereçler Ith,Ihr,Tic,Ltd,Sti, |
01/02/2016 | Turkey | Siska Dekelver | 01/09/2016 | Belgium |
| Audionova España-Exp Audición. S,L, | 11/02/2016 | Spain | Geyer | 07/09/2016 | France |
| Saint-Chamond | 21/03/2016 | France | Audiogram Audifonos | 15/09/2016 | Spain |
| Krog Optik GmbH & Co, KG | 01/04/2016 | Germany | Fanny Caillis | 27/09/2016 | France |
| Bolbec | 20/04/2016 | France | New Age Hearing Aids. Inc | 01/10/2016 | USA |
| Richardson to ME Corp Retail | 30/04/2016 | USA | Anja Niemann Hörgeräte GmbH | 01/11/2016 | Germany |
| Auric Hör- und Tinnitus-Zentrum Berlin-Kladow GmbH & Co, KG |
01/06/2016 | Germany | Spanuth GmbH | 01/11/2016 | Germany |
| Auric Hör- und Tinnitus-Zentrum Berlin-Neukölln GmbH & Co, KG |
01/06/2016 | Germany | Ontario Limited (Oshawa) | 01/11/2016 | Canada |
| Guthmann Hörsysteme | 01/06/2016 | Germany | Hearing for Tomorrow | 01/11/2016 | USA |
| Stefan Pavel Hörgeräte (Erfurt) | 01/06/2016 | Germany | Fischer Hörakustik GmbH | 01/12/2016 | Germany |
| Stefan Pavel Hörgeräte (Reutlingen) | 01/06/2016 | Germany | Accurate Health Hearing Centers. Inc | 01/12/2016 | USA |
| Akustika Spezial GmbH | 01/07/2016 | Germany | Accurate Health Hearing Centers. Inc | 01/12/2016 | USA |
| ASSET DEALS | ||
|---|---|---|
| (€ thousands) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total Purchase Price |
Cash acquired |
Financial debts acquired |
Total Cost | Expected annual turnover (*) |
Contribution to turnover from the purchase date |
|||||
| Total share deals | 62,736 | 2,765 | 6,378 | 66,349 | 37,086 | 13,217 | ||||
| Total asset deals | 13,006 | 13,006 | 11,527 | 4,322 | ||||||
| Total | 75,742 | 2,765 | 6,378 | 79,355 | 48,613 | 17,539 |
(*) Annual turnover is the best available estimate of the turnover of the firm or business acquired
A summary of the book values and fair values of assets and liabilities, deriving from the provisional allocation of the purchase price due to business combinations, is provided in the following table.
| (€ thousands) | EMEA | Americas | APAC | Total |
|---|---|---|---|---|
| Cost of acquisitions of the period | 68,242 | 7,500 | - | 75,742 |
| Assets and liabilities acquired – Book value | ||||
| Current assets | 7,620 | 483 | - | 8,103 |
| Current liabilities | (10,160) | (566) | - | (10,726) |
| Net working capital | (2,540) | (83) | - | (2,623) |
| Other intangible and tangible assets | 3,392 | 961 | - | 4,353 |
| Provisions for risks and charges | (3,589) | - | - | (3,589) |
| Other non-current assets and liabilities | 153 | 13 | - | 166 |
| Non-current assets and liabilities | (44) | 974 | - | 930 |
| Net invested capital | (2,584) | 891 | - | (1,693) |
| Minority interests | - | - | - | - |
| Net financial position | (1,895) | (1,718) | - | (3,613) |
| NET EQUITY ACQUIRED - BOOK VALUE | (4,479) | (827) | - | (5,306) |
| DIFFERENCE TO BE ALLOCATED | 72,721 | 8,327 | - | 81,048 |
| ALLOCATIONS | ||||
| Customer lists | 23,705 | 1,114 | - | 24,819 |
| Deferred tax assets | 1,239 | 27 | - | 1,266 |
| Deferred tax liabilities | (7,599) | (234) | - | (7,833) |
| Total allocations | 17,345 | 907 | - | 18,252 |
| GOODWILL | 55,376 | 7,420 | - | 62,796 |
| (€ thousands) | Net carrying value at 31/12/2015 |
Business combinations |
Disposals | Impairment | Other net changes |
Net carrying value at 31/12/2016 |
|---|---|---|---|---|---|---|
| Italy | 540 | - | - | - | - | 540 |
| France | 63,902 | 6,616 | - | - | (27) | 70,491 |
| Iberian Peninsula | 23,975 | - | - | - | - | 23,975 |
| Hungary | 1,025 | - | - | - | 8 | 1,033 |
| Switzerland | 13,226 | 375 | - | - | 118 | 13,719 |
| The Netherlands | 32,781 | - | - | - | - | 32,781 |
| Belgium and Luxembourg | 9,444 | 1,692 | - | - | - | 11,136 |
| Germany | 84,215 | 46,656 | - | - | - | 130,871 |
| Poland | 217 | - | - | - | - | 217 |
| United Kingdom and Ireland | 16,693 | - | - | (5,489) | (2,384) | 8,820 |
| Turkey | 1,049 | 11 | - | - | (10) | 1,050 |
| Israel | 3,647 | 25 | - | - | 5 | 3,677 |
| USA and Canada | 74,125 | 7,421 | - | - | 2,764 | 84,310 |
| Australia and New Zealand | 247,311 | - | - | - | 5,201 | 252,512 |
| Total Goodwill | 572,150 | 62,796 | - | (5,489) | 5,675 | 635,132 |
The variations of goodwill and of the amounts booked as such as a consequence of the acquisitions completed during the period are detailed in the table below.
"Business combinations" contains the provisional allocation to goodwill of the portion of the purchase price not directly attributable to the fair value of the assets and liabilities, but which reflects the expectations of obtaining a positive contribution in terms of free cash flow for an indefinite period.
"Impairment" refers to the partial write-down of goodwill recognized in the UK in 2006 when the Ultravox Group was acquired based on the results of impairment testing.
The item "Other net changes" is almost entirely related to differences in exchange rates.
The recoverable value of the goodwill assigned to each cash generating unit was calculated; the cash generating units generally coincide with the markets in which the Group operates. The goodwill allocated to each market is shown in the table at the beginning of this section.
All the cash generating units (CGU) are subject to impairment tests based on value in use calculated using the discounted cash flow (DCF) method net of tax consistent with the post-tax discount rates used.
The value in use of the cash generating units was determined by discounting the estimated future cash flows forecast in the three-year business plan (2017-2019). The impairment test of the CGU "United Kingdom and Ireland", which is still in a transition phase and for which the third year of the business plan does not reflect a situation at full capacity, were done based on a 5-year plan developed in line with the three-year business plan (2017-2019) but adjusted to take into account the repeated failure to reach the budget's targets over the last few years, the difficult market environment and the uncertainties linked to Brexit.
The DCF calculation assumed a weighted average cost of capital which reflects the current market borrowing costs and takes into account, through adequate increases in the "Beta" as described below, the specific risks of each CGU, including the risk that the plan targets fail to be fully met.
In accordance with international best practices, the "Beta" (the gauge of a financial asset's systemic risk) was determined based on the data found in a well-known international database relative to the sector "medical retail products and services".
The perpetual growth rate for each country was adjusted to reflect the International Monetary Fund's forecast for inflation in 2020. As the impairment test for the United Kingdom was based on a 5-year plan, the IMF forecast for 2021 was used.
| Italy France | NL Germany BeLux | CH Iberica | UK | USA Hungary Oceania | India TurkeyPoland | Israel | Brazil | Egypt | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Growth rate |
1.2% | 1.9% | 1.2% | 2.0% | 1.6% | 1.0% | 1.5% | 2.0% | 2.2% | 3.0% | 2.5% | 4.9% | 7.1% | 2.5% | 2% | 4.5% | 7.0% |
| WACC (*) 2016 |
6.6% | 5.6% | 5.7% | 5.6% | 5.6% | 5.8% | 6.7% | 8.9% | 7.0% | 8.0% | 9.0% 16.7% 16.7% | 8.6% | 7.0% 18.4% 16.0% | ||||
| Cash flow time horizon |
3 years 3 years 3 years | 3 years 3 years | 3 years 3 years 5 years3 years | 3 years | 3 years3 years 3 years3 years 3 years 3 years 3 years | ||||||||||||
| WACC (*) 2015 |
7.56% 6.84% 6.87% | 6.60% 6.77% | 6.87% | 7.75% 10.35% 7.91% | 8.97% | 9.24% 16.5% 16.67% 9.03% 7.95% 20.59%13.23% |
(*) WACC: weighted average cost of capital
No loss in value was found as a result of impairment testing with the exception of the CGU "United Kingdom and Ireland" for which a partial write-down of goodwill (€5,489 thousand) was made in order to align the book value with the recoverable value (€8.8 million). A decrease in perpetual growth of 0.5% would have caused impairment to be €1,341 thousand higher while an increase of 0.5% in the WACC would have caused impairment to be €1,672 thousand higher.
A sensitivity analysis was also carried out to determine the changes in values of underlying assumptions, which after considering any consequent changes to the other variables used make the CGU's recoverable value equal to its book value. This analysis, shown in the table below, showed that only significant deviations from the business targets, in interest rates and perpetual growth rates, would reduce recoverable value to a level close to book value for all the CGU.
| Negative changes growth rate expected on the basis of each business plan which would make the CGU's recoverable value equal to its book value |
Negative % changes in cash flow expected on the basis of each business plan which would make the CGU's recoverable value equal to its book value |
Changes in the discount rates which would make the CGU's recoverable value equal to its book value |
|
|---|---|---|---|
| Italy | >100% | 96.0% | >100% |
| France | 16.0% | 77.0% | 11.9% |
| The Netherlands | 12.4% | 69.0% | 9.4% |
| Germany | 11.7% | 70.0% | 8.8% |
| Belgium and Luxembourg | >100% | 89.0% | 37.0% |
| Switzerland | >100% | 89.0% | 43.0% |
| Iberian Peninsula | 11.0% | 65.0% | 8.5% |
| United States | 89.0% | 88.0% | 32.0% |
| Hungary | 6.0% | 54.0% | 5.0% |
| Oceania | 7.9% | 48.0% | 6.0% |
| India | 9.0% | 45.0% | 6.8% |
| Poland | 23.0% | 75.0% | 15.0% |
| Israel | 25.0% | 78.0% | 16.0% |
| Turkey | 30.0% | 60.0% | 14.0% |
| Brazil | >100% | 83.0% | 53.0% |
3. Intangible fixed assets
The following table shows the changes in intangible fixed assets.
| (€ thousands) | Historical cost at 31/12/2015 |
Accumulated amortisation and write-downs at 31/12/2015 |
Net book value at 31/12/2015 |
Historical cost at 31/12/2016 |
Accumulated amortisation and write-downs at 31/12/2016 |
Net book value at 31/12/2016 |
|---|---|---|---|---|---|---|
| Software | 77,302 | (54,375) | 22,927 | 93,004 | (62,284) | 30,720 |
| Licenses | 9,992 | (8,365) | 1,627 | 10,931 | (9,122) | 1,809 |
| Non-competition agreements | 3,684 | (3,684) | - | 4,685 | (4,390) | 295 |
| Customer lists | 178,612 | (100,357) | 78,255 | 202,766 | (110,496) | 92,270 |
| Trademarks and concessions | 31,946 | (12,644) | 19,302 | 33,002 | (15,816) | 17,186 |
| Other | 18,884 | (5,814) | 13,070 | 22,333 | (7,073) | 15,260 |
| Fixed assets in progress and advances | 6,232 | - | 6,232 | 4,366 | - | 4,366 |
| Total | 326,652 | (185,239) | 141,413 | 371,087 | (209,181) | 161,906 |
| (€ thousands) | Net book value at 31/12/2015 |
Investments | Disposals Amortisation | Business combinations |
Impairment | Other net changes |
Net book value at 31/12/2016 |
|
|---|---|---|---|---|---|---|---|---|
| Software | 22,927 | 7,355 | (1) | (7,952) | 7 | - | 8,384 | 30,720 |
| Licenses | 1,627 | 752 | - | (759) | 20 | - | 169 | 1,809 |
| Non-competition agreements |
- | 886 | - | (591) | - | - | - | 295 |
| Customer lists | 78,255 | 37 | - | (11,993) | 24,819 | - | 1,152 | 92,270 |
| Trademarks and concessions | 19,302 | - | - | (2,688) | - | - | 572 | 17,186 |
| Other | 13,070 | 2,563 | (366) | (1,440) | 772 | (5) | 666 | 15,260 |
| Fixed assets in progress and advances |
6,232 | 6,283 | (82) | - | 316 | - | (8,383) | 4,366 |
| Total | 141,413 | 17,876 | (449) | (25,423) | 25,934 | (5) | 2,560 | 161,906 |
The variation of the item "Business combinations" is detailed as follows:
- for €24,498 thousand to the temporary allocation of the considerations paid for the acquisitions made in EMEA;
- for €1,436 thousand to the temporary allocation of the consideration paid for one acquisition made in the Americas.
The increase in intangible assets in the period is primarily attributable to investments in back office systems, new deployment of store and sales support systems and investments in Digital Marketing.
The item "other net changes" is mainly due to exchange rate fluctuations during the period and to the allocation of the fixed assets in progress completed in the period to the related fixed assets lines.
4. Tangible fixed assets
The following table shows the changes in tangible fixed assets.
| Accumulated amortisation and |
||||||
|---|---|---|---|---|---|---|
| (€ thousands) | Historical cost at 31/12/2015 |
write-downs at 31/12/2015 |
Net book value at 31/12/2015 |
Historical cost at 31/12/2016 |
amortisation and write-downs at 31/12/2016 |
Net book value at 31/12/2016 |
| Land | 162 | - | 162 | 162 | - | 162 |
| Buildings, constructions and leasehold improvements |
115,835 | (75,551) | 40,284 | 140,239 | (87,869) | 52,370 |
| Plant and machines | 33,685 | (25,976) | 7,709 | 35,243 | (27,225) | 8,018 |
| Industrial and commercial equipment | 40,648 | (27,039) | 13,609 | 40,660 | (28,785) | 11,875 |
| Motor vehicles | 6,588 | (3,410) | 3,178 | 6,259 | (3,589) | 2,670 |
| Computers and office machinery | 35,507 | (28,043) | 7,464 | 39,066 | (30,932) | 8,134 |
| Furniture and fittings | 74,639 | (49,391) | 25,248 | 84,918 | (54,698) | 30,220 |
| Other tangible fixed assets | 4,148 | (3,032) | 1,116 | 504 | (379) | 125 |
| Fixed assets in progress and advances |
3,905 | - | 3,905 | 6,220 | - | 6,220 |
| Total | 315,117 | (212,442) | 102,675 | 353,271 | (233,477) | 119,794 |
| (€ thousands) | Net book value at |
31/12/2015 Investments | Disposals Amortisation | Business combinations |
Impairment | Other net changes |
Net book value at 31/12/2016 |
|
|---|---|---|---|---|---|---|---|---|
| Land | 162 | - | - | - | - | - | - | 162 |
| Buildings, constructions and leasehold improvements |
40,284 | 16,511 | (311) | (11,534) | 532 | (529) | 7,417 | 52,370 |
| Plant and machines | 7,709 | 2,646 | (16) | (2,012) | 1,153 | (410) | (1,052) | 8,018 |
| Industrial and commercial equipment |
13,609 | 2,851 | (27) | (2,375) | 507 | (2) | (2,688) | 11,875 |
| Motor vehicles | 3,178 | 1,004 | (119) | (1,122) | 55 | - | (326) | 2,670 |
| Computers and office machinery |
7,464 | 3,610 | (263) | (3,376) | 195 | (120) | 624 | 8,134 |
| Furniture and fittings | 25,248 | 10,669 | 133 | (6,522) | 722 | (796) | 766 | 30,220 |
| Other tangible fixed assets | 1,116 | 125 | (4) | (92) | 6 | - | (1,026) | 125 |
| Fixed assets in progress and advances |
3,905 | 7,222 | (48) | - | 68 | (2) | (4,925) | 6,220 |
| Total | 102,675 | 44,638 | (655) | (27,033) | 3,238 | (1,859) | (1,210) | 119,794 |
The investments made in the period refer primarily to network expansion with the opening of new stores and renewal of existing ones based on the concept store. This program includes investments in restructuring and relocating stores as part of the Group's strategy to focus even more on customers and maximize operational efficiency.
The increase of "Business combinations" in the period, equal to €3,238 thousand is detailed below:
- for €2,599 thousand to the to the temporary allocation of the price related to the acquisitions made in the EMEA region;
- for €639 thousand to the temporary allocation of the price related to the acquisition made in the Americas region.
The amount related to "impairment" is primarily due to the shops' renovation and relocation activity described above.
"Other net changes" were mainly due to exchange rate fluctuations during the period and to the allocation of the fixed assets in progress completed in the period to the related other fixed assets lines.
5. Other non-current assets
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Financial assets measured at fair value through profit and loss | 43 | 29 | 14 |
| Long-term financial receivables | 12,084 | 11,726 | 358 |
| Deposits and other restricted amounts | 27,219 | 24,343 | 2,876 |
| Other non-current assets | 10,380 | 9,031 | 1,349 |
| Total | 49,726 | 45,129 | 4,597 |
Long-term financial receivables refer largely to the loans granted by American subsidiaries to franchisees and partners of the Elite network in order support investment and development in the United States.
Deposits and other restricted amounts refer for €26,817 thousand to contributions made to asset plans linked to the deferred compensation plans of commercial partners in the United States against which a liability is recognized as described in note 13.
The other non-current assets include the medium/long-term portion of the amounts payable to the American subsidiaries for the sale of freehold stores to franchisees which came to €3,869 thousand (€4,418 thousand in the comparison period).
Both long-term financial receivables and other non-current assets are discounted when the interest rate applied differs from the market rate.
The following tables show non-current assets in accordance with the accounting treatment applied:
| 31 December 2016 | |||||||
|---|---|---|---|---|---|---|---|
| (€ thousands) | |||||||
| Consolidated statement of financial position | Amortised cost | Fair value Net Equity | Fair Value thorugh PL | ||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|||
| Non-current assets | |||||||
| Financial assets measured at FV through PL | 43 | ||||||
| Financial long-term receivables | 39,303 | ||||||
| Other non-current assets | 10,380 | ||||||
| 31 December 2015 | |||||||
| (€ thousands) | |||||||
| Consolidated statement of financial position | Amortised cost | Fair value Net Equity | Fair Value thorugh PL | ||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|||
| Non-current assets | |||||||
| Financial assets measured at FV through PL | 29 | ||||||
| Financial long-term receivables and Deposits and other restricted amounts |
36,069 | ||||||
| Other non-current assets | 9,031 |
6. Derivatives and hedge accounting
These are instruments not listed in official markets entered into for the purpose of hedging interest-rate and/or currency risk. The fair value of these instruments is determined by the dedicated department using valuation models based on market-derived inputs such as forward interest-rate curve, exchange rates, etc. (source: Bloomberg). The measurement technique adopted is the discounted cash flow approach. Own risk and counterparty risk (credit/debit value adjustments) were taken into account when calculating fair value. These credit/debit value adjustments were determined based on market information such as the value of CDSs (Credit Default Swaps) in order to determine the counterparty risk of individual banks and the yield to maturity of the Eurobond when determining Amplifon's risk and taking into account the mutual break close where present.
The following table shows the fair values of the derivatives outstanding at the end of the comparative period and at the reporting date giving separately the fair value of those derivatives that qualify as fair value hedges and cash flow hedges and those that do not qualify for hedge accounting.
| (€ thousands) | |||||||
|---|---|---|---|---|---|---|---|
| Fair value 31/12/2016 | Fair value 31/12/2015 | ||||||
| Type | Assets | (Liabilities) | Assets | (Liabilities) | |||
| Fair value hedge | - | - | - | - | |||
| Cash flow hedge | 12,223 | - | 11,526 | - | |||
| Total hedge accounting | 12,223 | - | 11,526 | - | |||
| Non hedge accounting | 35 | (3) | 451 | (6) | |||
| Total | 12,258 | (3) | 11,977 | (6) |
Cash Flow Hedges
In 2016, cash flow hedging transactions involved the currency and interest rate risk relating to the USD 130 million 2013-2025 private placement.
| (€ thousands) | |||||||
|---|---|---|---|---|---|---|---|
| Fair value 31/12/2016 | Fair value 31/12/2015 | ||||||
| Purpose of hedging | Hedged risk | Assets | (Liabilities) | Assets | (Liabilities) | ||
| Private placement 2013-2025 | Exchange rate and interest rate | 12,223 | - | 11,526 | - | ||
| Total | 12,223 | - | 11,526 | - |
The following table details the gains or losses from the derivatives currently in place and the impact on the statement of financial position of the cash flow hedge reserve. Amounts are shown before the tax effect.
| (€ thousands) | |||
|---|---|---|---|
| Recognised in net equity |
Reclassified to the income statement - Effective portion |
Reclassified to the income statement - Ineffective portion |
|
| (Debit) Credit | (Loss) Gain | (Loss) Gain | |
| 1/1/2015 - 31/12/2015 | 23,826 | 20,094 | 280 |
| 1/1/2016 - 31/12/2016 | 697 | 3,222 | - |
The maturity of the hedges is in line with the duration of the item hedged. Please refer to Note 12 for details.
Non hedge accounting derivatives
Non-hedge accounting derivatives comprise forwards hedging the exchange risk on intragroup loans denominated in British pound between Amplifon S.p.A. and a subsidiary in the UK. The instruments mature in February 2017.
The following tables show the derivative instruments in accordance with the accounting treatment applied:
| (€ thousands) | 31 December 2016 | |||
|---|---|---|---|---|
| Consolidated statement of financial position | Amortised cost | Fair value Net Equity | Fair Value thorugh PL | |
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge Financial Loans and non HA receivables at FVPL |
|
| Hedging instruments - Cash flow hedge | 12,223 | |||
| Assets Derivative Instruments - Non hedge accounting |
35 | |||
| Liabilities Derivative Insturments - Non hedge accounting |
(3) |
| (€ thousands) | 31 December 2015 | ||||
|---|---|---|---|---|---|
| Consolidated statement of financial position | Amortised cost | Fair value Net Equity | Fair Value thorugh PL | ||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge Financial Loans and non HA receivables at FVPL |
||
| Hedging instruments - Cash flow hedge | 11,526 | ||||
| Assets Derivative Instruments - Non hedge accounting |
451 | ||||
| Liabilities Derivative Insturments - Non hedge accounting |
(6) |
The following table shows the fair value measurement on the basis of a hierarchy reflecting the level of significance of the data used for the valuation.
This hierarchy consists of the following levels:
-
quoted (unadjusted) prices in active markets for identical assets and liabilities;
-
input data other than the above quoted prices, but which can be observed directly or indirectly in the market; 3. input data on assets or liabilities not based on observable market data.
| 2016 | 2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| (€ thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Assets | ||||||||
| Hedging instruments | ||||||||
| - Long-term | 12,223 | 12,223 | 11,526 | 11,526 | ||||
| - Short-term | 35 | 35 | 451 | 451 | ||||
| Liabilities | ||||||||
| Hedging instruments | ||||||||
| - Long-term | ||||||||
| - Short-term | (3) | (3) | (6) | (6) |
There were no transfers between the levels during the period.
7. Inventories
| (€ thousands) | 31/12/2016 | 31/12/2015 | |||||
|---|---|---|---|---|---|---|---|
| Cost | Obsolescence provision |
Net | Cost | Obsolescence provision |
Net | ||
| Goods | 35,652 | (4,282) | 31,370 | 33,619 | (4,741) | 28,878 | |
| Work-in-progress | - | - | - | 78 | - | 78 | |
| Total | 35,652 | (4,282) | 31,370 | 33,697 | (4,741) | 28,956 |
Movements in the provision for obsolescence for inventories in the year were as follows:
| (€ thousands) | |
|---|---|
| Balance at 31/12/2015 | (4,741) |
| Provision | (466) |
| Utilization | 927 |
| Business combination | - |
| Translation differences and other movements | (2) |
| Balance at 31/12/2016 | (4,282) |
8. Receivables
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Trade receivables | 127,085 | 111,593 | 15,492 |
| Trade receivables - Subsidiaries | 165 | 100 | 65 |
| Trade receivables - Parent company | 15 | 32 | (17) |
| Trade receivables - Associated companies and joint ventures | 13 | 2 | 11 |
| Total trade receivables | 127,278 | 111,727 | 15,551 |
| Tax receivables | 12,049 | 10,122 | 1,927 |
| Other receivables | 17,284 | 12,229 | 5,055 |
| Non-financial prepayments and accrued income | 12,829 | 11,717 | 1,112 |
| Trade receivables | 42,162 | 34,068 | 8,094 |
| Total | 169,440 | 145,795 | 23,645 |
Trade receivables
The breakdown of trade receivables is detailed in the table below:
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Trade receivables | 142,942 | 126,134 | 16,808 |
| Sales returns provision | (8,242) | (7,825) | (417) |
| Allowance for doubtful accounts | (7,615) | (6,716) | (899) |
| Total | 127,085 | 111,593 | 15,492 |
All the other receivables have payment term of between 30 and 120 days and there is no significant concentration of credit risk.
Movements in the allowance for doubtful accounts in the year were as follows:
| (€ thousands) | |
|---|---|
| Net value al 31/12/2015 | (6,716) |
| Provisions | (2,994) |
| Reversals | 593 |
| Utilisation for charges | 2,077 |
| Business combinations | (479) |
| Translation differences and other net changes | (96) |
| Net value at 31/12/2016 | (7,615) |
The face value of the factoring without recourse transactions carried out in the year amounted to €43,948 thousand and net proceeds to €43,315 thousand (versus €45,411 thousand and €44,289 thousand at 31 December 2015), relate to receivables generated in the year and, therefore, did not have a significant impact on the comparison of working capital with the prior year.
Tax receivables
Tax receivables amounted to €12,049 thousand and include:
- €8,537 thousand in VAT and other indirect tax credits. Factoring without recourse of VAT credits amounted to €21,096 thousand with net proceeds reaching €20,812 thousand (respectively €17,243 thousand and €16,789 thousand at 31 December 2015);
- €2,800 thousand in tax advances;
- €586 thousand in withholding taxes.
Other receivables
Other receivables amounted to €17,284 thousand and include:
- the current portion of the amounts owed to US companies for the sale of freehold stores to franchisees and loans granted to franchisees and partners of the Elite network in order support investment and development in the United States which amounts to €5,030 thousand;
- €1,523 thousand in receivables from employees;
- advances paid suppliers which amounted to €1,121 thousand.
Non-financial prepayments and accrued income
This item refers primarily to prepaid rent of €3,115 thousand, advertising expenses of €2,834 thousand, services of €1,396 thousand and insurance premiums of €856 thousand.
9. Cash and cash equivalents
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Bank current accounts | 107,998 | 130,640 | (22,642) |
| Short-term bank deposits | 35,020 | 40,163 | (5,143) |
| Funds | 39,993 | 25,131 | 14,862 |
| Cash on hand | 823 | 780 | 43 |
| Total | 183,834 | 196,714 | (12,880) |
Cash and cash equivalents are deposited with top rated banks and earn interest at market rates.
The credit rating of financial assets represented by S&P rating (short-term for current items and longterm for the relevant items) is detailed below:
| Rating S&P short-term | ||||||||
|---|---|---|---|---|---|---|---|---|
| (€ thousands) | 31/12/2016 | A-1+ | A-1 | A-2 | A-3 | B | Others (*) | |
| Non-current assets | ||||||||
| Financial assets at fair value through profit and loss |
43 | Note 5 | 43 | |||||
| Hedging instruments – long term | 12,223 | Note 6 | 12,223 | |||||
| Current assets | ||||||||
| Hedging instruments | 35 | 7 | 22 | 6 | ||||
| Bank current accounts, short-term bank deposits and funds |
183,011 | Note 9 | 28,121 | 13,483 | 13,353 | 40,944 | 226 | 86,884 |
| Cash on hand | 823 |
(*) Other financial assets are primarily representative of investments in time deposits with unrated counterparties but that amply meet the minimum capital requirements by Banca d'Italia, and investments in money market liquidity funds mainly targeted towards bank deposits, usually with credit institutions having their registered office in an EU member state, that are repayable on demand and money market instruments and government of European Union bonds.
10. Share capital
At 31 December 2016 the fully paid in and subscribed share capital consisted of 226,211,802 ordinary shares with a par value of €0.02.
At 31 December 2015 share capital was made up of 225,497,697 shares. The increase recorded in the period is due to the exercise of 714,105 stock options, equivalent to 0.03% of the share capital.
During the period, continued the share buy-back program started following the resolution of the Shareholders Meetings held on 21 April 2015 and 18 April 2016 when the Assembly authorized (after revoking the current shares buy-back plan due to expire in October 2016) a new plan of shares buyback and disposal, pursuant the dispositions of articles 2357 and 2357-ter of the Italian Civil Code and of Legislative Decree n. 58 of 24 February 1998, effective for a period of 18 months starting from 18 April 2016.
The program has the purpose to increase treasury shares in order to service stock-based incentive plans and, if necessary, to ensure the availability of treasury shares to use as a form of payment for acquisitions. As resolved by the shareholders, the treasury shares may be purchased on one or more occasions on a revolving basis for up to a total number of new shares, which together with the treasury shares already held and in accordance with the law, amounts to 10% of the company's share capital. The purchase price of the shares may not be 10% higher or lower than the stock price registered at the close of the trading session prior to each single purchase.
As part of this program during 2016, 2,199,000 shares have been purchased at an average price of €8.568.
During the period have been exercised 1,502,999 performance stock grants rights. The Company transferred to the beneficiaries an equivalent number of treasury shares.
The total amount of treasury shares held at 31 December 2016 equals 6,959,751 or 3.08% of the Company's share capital.
Following are disclosed the information relating to treasury shares, arising from purchases made in the years 2005, 2006, 2007, 2014, 2015 and 2016 and from the sales during 2016.
| N. of shares |
Average purchase price (Euro) FV of transferred rights (Euro) |
Total amount (€ thousands) |
|
|---|---|---|---|
| Held at 31 December 2015 | 6,263,750 | 6.345 | 39,740 |
| Purchases | 2,199,000 | 8.568 | 18,841 |
| Transfers due to exercise of performance stock grants | (1,502,999) | 6.922 | (10,403) |
| Total at 31 December 2016 | 6,959,751 | 6.922 | 48,178 |
11. Net financial position
In accordance with the requirements of the Consob communication dated 28 July 2006 and in compliance with the CESR (now ESMA) Recommendation of 10 February 2005 "Recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses", the Group's net financial position at 31 December 2016, was as follows:
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Liquid funds | (183,834) | (196,714) | 12,880 |
| Payables for business acquisitions | 14,485 | 4,581 | 9,904 |
| Bank overdraft and other short-term loans from third parties (including current portion of medium/long-term debt) |
681 | 967 | (286) |
| Other financial payables | 13,555 | 13,978 | (423) |
| Non hedge accounting derivative instruments | (32) | (443) | 411 |
| Short-term financial position | (155,145) | (177,631) | 22,486 |
| Private placement 2013-2025 | 123,328 | 119,408 | 3,920 |
| Eurobond 2013-2018 | 275,000 | 275,000 | - |
| Finance lease obligations | 1,165 | 1,130 | 35 |
| Other medium/long-term debt | 421 | 70 | 351 |
| Hedging derivatives | (22,435) | (18,516) | (3,919) |
| Medium/long-term acquisition payables | 2,087 | 5,450 | (3,363) |
| Net medium and long-term indebtedness | 379,566 | 382,542 | (2,976) |
| Net financial indebtedness | 224,421 | 204,911 | 19,510 |
In order to reconcile the above items with the statutory statement of financial position, we detail the breakdown of the following items.
Long-term loans, the private placement 2013-2025, the Eurobond and finance lease obligations are shown in the statutory statement of financial position:
a. under the caption "Medium/long-term financial liabilities" described in paragraph 12 of the explanatory notes for the long-term portion.
| (€ thousands) | 31/12/2016 |
|---|---|
| Private placement 2013-2025 | 123,328 |
| Eurobond 2013-2018 | 275,000 |
| Finance lease obligations | 1,165 |
| Other medium/long-term debt | 421 |
| Loan, private placement 2013-2025 and Eurobond fees | (748) |
| Medium/long-term financial liabilities | 399,166 |
b. under the item "financial payables", described in paragraph 20 of the explanatory notes for the current portion.
| (€ thousands) | 31/12/2016 |
|---|---|
| Short term debt | 12,432 |
| Current portion of finance lease obligations | 1,123 |
| Short-term financial liabilities | 13,555 |
| Bank overdraft and other short term debt (including current portion of other long-term debt) | 681 |
| Loan, private placement 2013-2025 and Eurobond fees | (720) |
| Financial liabilities | 13,516 |
All the other items in the net financial indebtedness table correspond to items in the statement of financial position schedule.
The medium/long-term portion of the net financial position reached €379,566 thousand at 31 December 2016 versus €382,542 thousand at 31 December 2015, an improvement of €2,976 thousand strictly related to the reclassification to the short term of debts for acquisitions due within a year.
The short-term net financial position registered a negative variation equal to €22,486 thousand going from a positive amount of €177,631 thousand at 31 December 2015 to an amount, always positive, equal to €155,145 thousand at 31 December 2016. The change of the period is mainly explained by €79,355 thousand related to acquisition investments utilizing the available liquidity.
12. Financial liabilities
Long-term financial liabilities break down as follows:
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Private placement 2013-2025 | 123,328 | 119,408 | 3,920 |
| Eurobond 2013-2018 | 275,000 | 275,000 | - |
| Medium/long-term financial liabilities | 398,328 | 394,408 | 3,920 |
| Loan, private placement 2013-2025 and Eurobond 2013-2018 fees | (748) | (1,456) | 708 |
| Other medium/long-term debt | 421 | 70 | 351 |
| Finance lease obligations | 1,165 | 1,130 | 35 |
| Total medium/long-term financial liabilities | 399,166 | 394,152 | 5,014 |
| Short-term debt | 13,516 | 14,205 | (689) |
| - of which loan, private placement 2013-2025 and Eurobond 2013-2018 fees | (720) | (740) | 20 |
| - of which current-portion of lease obligations | 1,123 | 1,201 | (78) |
| Total short-term financial liabilities | 13,516 | 14,205 | (689) |
| Total financial debt | 412,682 | 408,357 | 4,325 |
Main long-term financial liabilities are detailed below.
• Eurobond 2013-2018
A €275 million 5-year bond loan reserved for non-American institutional investors and listed on the Luxembourg Stock Exchange's Euro MTF market issued on 16 July 2013.
| Issue Date | Debtor | Maturity | Face Value (/000) |
Fair value (/000) |
Nominal interest rate Euro |
|---|---|---|---|---|---|
| 16/07/2013 | Amplifon S.p.A. | 16/07/2018 | 275,000 | 293,898 | 4.875% |
| Total in Euro | 275,000 | 293,898 | 4.875% |
• Private placement 2013-2025
A USD 130 million private placement made in the USA by Amplifon USA and guaranteed by Amplifon S.p.A. and other Group subsidiaries.
| Issue Date | Issuer | Maturity | Currency | Face Value (/000) |
Fair value (/000) |
Nominal interest rate (*) |
Euro Interest rate after hedging (**) |
|---|---|---|---|---|---|---|---|
| 30/05/2013 | Amplifon USA | 31/07/2020 | USD | 7,000 | 7,616 | 3.85% | 3.39% |
| 30/05/2013 | Amplifon USA | 31/07/2023 | USD | 8,000 | 9,311 | 4.46% | 3.90% |
| 31/07/2013 | Amplifon USA | 31/07/2020 | USD | 13,000 | 14,170 | 3.90% | 3.42% |
| 31/07/2013 | Amplifon USA | 31/07/2023 | USD | 52,000 | 60,691 | 4.51% | 3.90%-3.94% |
| 31/07/2013 | Amplifon USA | 31/07/2025 | USD | 50,000 | 60,456 | 4.66% | 4.00%-4.05% |
| Total | 130,000 | 152,224 |
(*) The rate applied if the Group's net debt/ EBITDA ratio is less than 2.75x. Above this level a step-up of 25 bps will be applied. When the ratio exceeds 3.25x but is less than or equal to 3.5x. an additional step-up of 25 bps will kick-in. If the ratio exceeds 3.50x an additional step-up of 75 bps will be applied.
(**) The hedging instruments that determine the interest rate as detailed above, are also fixing the exchange rate at 1.2885, the total equivalent of the bond resulting in €100,892 thousand.
The following table shows a breakdown of long-term debt by maturity:
| (€ thousands) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Debtor Repayments |
Nominal amount and maturity date |
Average rate 2016/360 |
Amount at 31/12/15 |
Exchange rate effect |
Repayments as at 31/12/2016 |
New loans |
Business Combination |
Amount at 31/12/2016 |
Short term portion |
Medium and LT portion |
| Eurobond | EUR 275,000 | 4.88% | 275,000 | - | - | - | - | 275,000 | - | 275,000 |
| Bullet | ||||||||||
| 16/07/2018 | 16/07/2018 | |||||||||
| Private placement | ||||||||||
| 2013-2025 | USD 7,000 | 3.85% | 6,430 | 211 | 6,641 | - | 6,641 | |||
| Amplifon USA (*) | ||||||||||
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2020 | |||||||||
| Private placement | ||||||||||
| 2013-2025 | USD 8,000 | 4.46% | 7,348 | 241 | 7,589 | - | 7,589 | |||
| Amplifon USA (*) | ||||||||||
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2023 | |||||||||
| Private placement | ||||||||||
| 2013-2025 | USD 13,000 | 3.90% | 11,941 | 392 | 12,333 | - | 12,333 | |||
| Amplifon USA (*) | ||||||||||
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2020 | |||||||||
| Private placement | ||||||||||
| 2013-2025 | USD 52,000 | 4.51% | 47,763 | 1,568 | 49,331 | - | 49,331 | |||
| Amplifon USA (*) | ||||||||||
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2023 | |||||||||
| Private placement | ||||||||||
| 2013-2025 | USD 50,000 | 4.66% | 45,926 | 1,508 | 47,434 | - | 47,434 | |||
| Amplifon USA (*) | ||||||||||
| Instalments at 31/1 and 31/7 from 31/1/2014 |
31/07/2025 | |||||||||
| TOTAL LONG TERM DEBT |
394,408 | 3,920 | - | - | - | 398,328 | - | 398,328 | ||
| Other | 480 | 19 | (339) | 337 | 330 | 827 | 406 | 421 | ||
| TOTAL | 394,888 | 3,939 | (339) | 337 | 330 | 399,155 | 406 | 398,749 |
(*) Considering the effect of the interest rate and currency hedges disclosed above, the total Euro equivalent of the private placement 2013-2025 is €100,892 thousand.
As shown in the table almost all Group's financial debt is placed in the long term, with the first significant reimbursement due in 2018.
The following table shows the maturities of medium/long-term debt at 31 December 2016 based on contractual obligations:
| (€ thousands) | ||||
|---|---|---|---|---|
| Private placement 2013-2025 (*) |
Eurobond 2013-2018 |
Other | Total | |
| 2018 | 275,000 | 421 | 275,421 | |
| 2020 | 15,522 | 15,522 | ||
| 2023 | 46,566 | 46,566 | ||
| 2025 | 38,804 | 38,804 | ||
| Total | 100,892 | 275,000 | 421 | 376,313 |
(*) Amounts related to the private placement are reported at the hedging exchange rate.
The USD 130 million private placement 2013-2025 (equal to €100.9 million including the fair value of the currency hedges which set the Euro/USD exchange rate at 1.2885) is subject to the following covenants:
- the ratio of Group net financial indebtedness to Group shareholders' equity must not exceed 1.5;
- the ratio of net financial indebtedness to EBITDA in the last four quarters (determined based solely on recurring business and restated if the Group's structure should change significantly) must not exceed 3.5.
In the event of relevant acquisitions, the above ratios may be increased to 2.0 and 4.0, respectively, for a period of not more than 12 months, 2 times over the life of the loan.
At 31 December 2016 these ratios were as follows:
| Value | |
|---|---|
| Net financial indebtedness/Group net equity | 0.40 |
| Net financial indebtedness/EBITDA for the last 4 quarters | 1.17 |
In determining the above mentioned ratios, the EBITDA value has been determined on the basis of restated figures, in order to include the main changes in the Group structure:
| (€ thousands) | |
|---|---|
| Group EBITDA 2016 | 186,859 |
| EBITDA normalised (from acquisitions and disposals) | 921 |
| Acquisitions and non recurring costs | 4,788 |
| EBITDA for covenant calculation | 192,568 |
The private placement is also subject to other covenants applied in current international practice which limit the ability to issue guarantees and complete sale and lease back, as well as extraordinary, transactions.
The €275 million Eurobond, due in 2018 and issued in July 2013, is not subject to any covenants nor is the remaining €0.8 million in long term debt, including the short term portion.
The following tables show financial liabilities in accordance with the accounting treatment applied:
| (€ thousands) | 31 December 2016 | ||||
|---|---|---|---|---|---|
| Amortised cost | Fair value Net Equity | Fair Value thorugh PL | |||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|
| Total non-current financial liabilities | 399,166 | ||||
| Total current financial liabilities | 13,516 |
| (€ thousands) | 31 December 2015 | |||||
|---|---|---|---|---|---|---|
| Amortised cost | Fair value Net Equity | Fair Value thorugh PL | ||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
||
| Total non-current financial liabilities | 394,152 | |||||
| Total current financial liabilities | 14,205 |
13. Provisions for risks and charges (medium/long term)
| (€ thousands) | 31/12/2016 | 31/12/2015 (*) | Change |
|---|---|---|---|
| Product warranty provision | 18,767 | 14,531 | 4,236 |
| Contractual risk provision | 1,815 | 515 | 1,300 |
| Agents' leaving indemnity | 37,613 | 33,150 | 4,463 |
| Other risk provisions | 1,146 | 1,857 | (711) |
| Total | 59,341 | 50,053 | 9,288 |
(*) Data revised. See page 123 for more details.
| (€ thousands) | Net value at 31/12/2015(*) |
Provision | Reversals Utilisation | Other net changes |
Translation differences |
Business combinations |
Net value at at 31/12/2016 |
|
|---|---|---|---|---|---|---|---|---|
| Product warranty provision |
14,531 | 6,753 | (268) | (5,284) | (571) | 17 | 3,589 | 18,767 |
| Contractual risk provision |
515 | 773 | (520) | (298) | 1,345 | - | - | 1,815 |
| Agents' leaving indemnity |
33,150 | 1,224 | (354) | - | 2,711 | 882 | - | 37,613 |
| Other risk provisions | 1,857 | 245 | (6) | (220) | (720) | (10) | - | 1,146 |
| Total | 50,053 | 8,995 | (1,148) | (5,802) | 2,765 | 889 | 3,589 | 59,341 |
(*) Data revised. See page 123 for more details.
The "Contractual risk provision" refers to the risk of claims from employees and agents, as well as those arising from the supply of services.
The "Agents' leaving indemnity" mainly comprises the agents' leaving indemnity provision recognised in Amplifon S.p.A.'s separate financial statements amounting to €10,270 thousand and equivalent provisions in the US and Belgian subsidiaries amounting to €26,709 thousand and €634 thousand respectively.
The main assumptions used in the actuarial calculation of the agents' leaving indemnity of Amplifon S.p.A. were:
| FY 2016 | |
|---|---|
| Economic assumptions | |
| Annual discount rate | 0.86% |
| Demographic assumptions | |
| Probability of agency contract termination by the company | 2.70% |
| Probability of agent's voluntary termination | 8.25% |
| Mortality rate | RG48 |
| Disability percentage | INPS tables divided by age and sex |
14. Liabilities for employees' benefits (medium/long term)
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Defined-benefit plans | 11,959 | 11,698 | 261 |
| Other defined-benefit plans | 4,527 | 3,806 | 721 |
| Other provisions for personnel | 123 | 67 | 56 |
| Total | 16,609 | 15,571 | 1,038 |
Provisions for defined-benefit plans include mainly the severance pay potentially owed by the Parent Company, as well as severance owed by the Swiss subsidiaries.
The way in which these benefits are guaranteed varies based on the legal, tax and economic conditions of each country in which the Group operates.
The change in the provision for defined-benefit plans is detailed below:
| (€ thousands) | FY 2016 |
|---|---|
| Net present value of the liability at the beginning of the year | (11,698) |
| Current service cost | (476) |
| Financial charges | (29) |
| Business combinations | (11) |
| Actuarial losses (gains) | 1 |
| Amounts paid | 356 |
| Translation differences | (102) |
| Net present value of the liability at the end of the year | (11,959) |
It should be noted that the current cost of severance indemnity is recognised under personnel expense in the consolidated financial statements, while actuarial gains and losses are recognised, in the other comprehensive income.
The main assumptions used in the actuarial estimate of the liability for employee benefits were as follows:
| Italy | Switzerland | |||||
|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | FY 2016 | FY 2015 | |||
| Economic assumptions | ||||||
| Annual discount rate | 0.86% | 1.39% | 0.70% | 0.90% | ||
| Expected annual inflation rate |
1.80% 2017 1.80% 2018 1.80% 2019 2.00% from 2020 onward |
1.50% 2016 1.80% 2017 1.70% 2018 1.60% 2019 2.00% from 2020 onward |
1.00% | 1.00% | ||
| Annual rate of increase of severance indemnity |
2.850% 2017 2.850% 2018 2.850% 2019 3.000% from 2020 onward |
2.625% 2016 2.850% 2017 2.775% 2018 2.700% 2019 3.000% from 2020 onward |
2.00% | 2.00% | ||
| Demographic assumptions | ||||||
| Mortality rate | RG48 mortality tables published by the General Accounting Office of the State |
RG48 mortality tables published by the General Accounting Office of the State |
BVG 2015 GT tables | BVG 2010 GT tables | ||
| Disability percentage | INPS tables divided by age and sex |
INPS tables divided by age and sex |
BVG 2015 GT tables | BVG 2010 GT tables | ||
| Retirement age | 100% on meeting the requirements for compulsory national social insurance |
100% on meeting the requirements for compulsory national social insurance |
100% on meeting the requirements for compulsory national social insurance (65m / 64f) |
100% on meeting the requirements for compulsory national social insurance (65m / 64f) |
The sensitivity analysis performed with a change of economic variables (detailed above) of 0.25% shows no material impacts.
Provisions for other benefits are explained primarily by:
- for €2,124 thousand, the payment of mandatory seniority benefits in Australia;
- for €2,164 thousand, the other severance benefits payable upon termination in France that are similar to the "trattamento di fine rapporto" or "TFR" in Italy.
15. Other long-term liabilities
| (€ thousands) | 31/12/2016 | 31/12/2015 (*) | Change |
|---|---|---|---|
| Payables for business acquisitions | 2,087 | 5,450 | (3,363) |
| Other long-term debt | 26,127 | 21,708 | 4,419 |
| Total | 28,214 | 27,158 | 1,056 |
(*) Data revised. See page 123 for more details.
Acquisition liabilities include the estimate of the contingent consideration to be paid on acquisitions made mainly in Germany if certain sales and/or profit targets are reached.
Other long-term debt includes primarily the deferred income from after-sales services, insurances and guarantees for a total amount of € 23,926 thousand.
The following tables show the long-term liabilities in accordance with the accounting treatment applied:
| (€ thousands) | 31 December 2016 | ||||
|---|---|---|---|---|---|
| Amortised costFair value Net Equity | Fair Value thorugh PL | ||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|
| Payable for business acquisition | 2,087 | ||||
| Other long-term debt | 26,127 |
| (€ thousands) | 31 December 2015 | ||||
|---|---|---|---|---|---|
| Amortised costFair value Net Equity | Fair Value thorugh PL | ||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|
| Payable for business acquisition | 5,450 | ||||
| Other long-term debt | 21,708 |
16. Trade payables
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Trade payables – Associated companies | 4 | 3 | 1 |
| Trade payables – Joint ventures | 145 | 245 | (100) |
| Trade payables – Related parties | 1,366 | 1,496 | (130) |
| Trade payables – Third parties | 129,666 | 111,599 | 18,067 |
| Total | 131,181 | 113,343 | 17,838 |
Trade payables do not bear interest and are paid within 60 to 120 days.
17. Other payables
| (€ thousands) | 31/12/2016 | 31/12/2015 (*) | Change |
|---|---|---|---|
| Other payables | 75,872 | 72,116 | 3,756 |
| Accrued expenses and deferred income | 18,979 | 19,234 | (255) |
| Tax payables | 25,447 | 18,035 | 7,412 |
| Total other debt | 120,298 | 109,385 | 10,913 |
| Payables for business acquisitions | 14,485 | 4,581 | 9,904 |
| Total | 134,783 | 113,966 | 20,817 |
(*) Data revised. See page 123 for more details.
The other payables mainly comprise: (i) €2,919 thousand relating to customer down-payments; (ii) €15,429 thousand relating to social security liabilities; (iii) €32,936 thousand liabilities to personnel; and (iv) €13,869 thousand relating to commission due to agents.
Accrued expenses and deferred income include €18,979 thousand relating to deferred income from after-sales services and guarantees.
Payables for business acquisitions refer to the current portion of the contingent consideration (earnout) to be paid upon reaching certain sales and/or profitability targets relative to acquisitions made in Germany, France, Belgium and Canada (various acquisitions of companies and business units), Israel (Medtechnica Ortophone Ltd), Turkey (Makstone Isitme Ürünleri Perakende Satis A.S.) and Switzerland (Micro-Electric Hörgeräte AG).
Tax payables include mainly: (i) €10,030 thousand in direct taxes; (ii) €5,531 thousand in withholding taxes; (iii) € 4,755 thousand in VAT and other indirect taxes; (iv) €5,131 thousand in IRES (corporate income tax) owed by Amplifon S.p.A. to the Parent Company as part of the current domestic tax consolidation scheme.
| The following tables show other payables in accordance with the accounting treatment applied: | |
|---|---|
| (€ thousands) | 31 December 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Amortised costFair value Net Equity | Fair Value thorugh PL | ||||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|||
| Other debts | 120,298 | ||||||
| Payables for business acquisitions | 14,485 | ||||||
| (€ thousands) | 31 December 2015 | ||||||
| Amortised costFair value Net Equity | Fair Value thorugh PL | ||||||
| Loans and receivables |
Financial Liabilites |
Cash flow Hedge derivatives |
Fair Value Hedge non HA |
Financial Loans and receivables at FVPL |
|||
| Other debts | 109,385 | ||||||
18. Provisions for risks and charges (current portion)
| (€ thousands) | 31/12/2016 | 31/12/2015 (*) | Change |
|---|---|---|---|
| Other provisions for risks | 2,346 | 1,646 | 700 |
| Total | 2,346 | 1,646 | 700 |
(*) Data revised. See page 123 for more details.
The other risk provisions mainly include the current portion of provisions for product warranties and the costs allocated for restoring premises to the original condition when leases expire.
19. Liabilities for employees' benefits (current portion)
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Liabilities for employees benefits- current portion | 739 | 1,025 | (286) |
| Total | 739 | 1,025 | (286) |
This item mainly includes the current portion of long-term incentives for some employees of the Group.
20. Short-term financial debt
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Bank current accounts | 340 | 443 | (103) |
| Short-term bank borrowings | 4,061 | 4,447 | (386) |
| Current portion of long-term debts | 230 | 410 | (180) |
| Current portion of finance lease obligations | 1,123 | 1,201 | (78) |
| Payables to banks and other financing | 5,754 | 6,501 | (747) |
| Current portion of fees on loans | (720) | (740) | 20 |
| Short-term financial debt | 452 | 557 | (105) |
| Financial accrued expenses and deferred income | 8,030 | 7,887 | 143 |
| Total | 13,516 | 14,205 | (689) |
For the current portion of medium and long-term loans refer to § 12.
Accrued expenses and deferred income of €8,030 thousand relate to the interest owed on the Eurobond (€6,171 thousand) and the 2013-2025 private placement (€1,746 thousand).
21. Deferred tax assets and liabilities
The net balance of deferred tax assets and liabilities at 31 December 2016 was as follows:
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Deferred tax assets | 40,744 | 40,743 | 1 |
| Deferred tax liabilities | (62,405) | (55,695) | (6,710) |
| Net position | (21,661) | (14,952) | (6,709) |
The changes in deferred tax assets and liabilities during the year, without considering the balances compensations, are detailed below:
Deferred tax assets
| (€ thousands) | Balance at | 31/12/2015 Recognised in PL | Recognised in net equity |
Businesses combinations and changes in consolidation area |
Exchange differences and other changes |
Balance at 31/12/2016 |
|---|---|---|---|---|---|---|
| Deferred tax on severance indemnity and pension funds |
3,276 | 81 | - | 40 | 71 | 3,468 |
| Deferred tax on tax losses carried forward |
7,689 | (421) | - | - | 15 | 7,283 |
| Deferred tax on tangible fixed assets |
3,218 | (876) | - | 1,111 | (94) | 3,359 |
| Deferred tax on trademarks and concessions |
15,401 | (1,713) | - | - | - | 13,688 |
| Deferred tax on other provisions | 7,732 | 395 | - | 115 | 144 | 8,386 |
| Other deferred tax | 3,427 | 595 | 787 | - | (249) | 4,560 |
| Total | 40,743 | (1,939) | 787 | 1,266 | (113) | 40,744 |
Deferred tax liabilities
| (€ thousands) | Balance at | 31/12/2015 Recognised in PL | Recognised in net equity |
Businesses combinations and changes in consolidation area |
Exchange differences and other changes |
Balance at 31/12/2016 |
|---|---|---|---|---|---|---|
| Deferred tax on severance indemnity and pension funds |
(42) | 10 | - | - | (10) | (42) |
| Deferred tax on tangible and intangible fixed assets |
(50,042) | 1,816 | - | (7,833) | (1,305) | (57,364) |
| Deferred tax on trademarks and concessions |
(5,561) | 775 | - | - | (163) | (4,949) |
| Deferred tax on other provisions | (48) | - | - | - | - | (48) |
| Other deferred tax | (2) | - | - | - | - | (2) |
| Total | (55,695) | 2,601 | - | (7,833) | (1,478) | (62,405) |
The net change in deferred tax assets and liabilities is detailed below:
| (€ thousands) | Balance at | 31/12/2015 Recognised in PL | Recognised in net equity |
Businesses combinations and changes in consolidation area |
Exchange differences and other changes |
Balance at 31/12/2016 |
|---|---|---|---|---|---|---|
| Deferred tax on severance indemnity and pension funds |
3,234 | 91 | - | 40 | 61 | 3,426 |
| Deferred tax on tax losses carried forward |
7,689 | (421) | - | - | 15 | 7,283 |
| Deferred tax on tangible and intangible fixed assets |
(46,824) | 940 | - | (6,722) | (1,399) | (54,005) |
| Deferred tax on trademarks and concessions |
9,840 | (938) | - | - | (163) | 8,739 |
| Deferred tax on other provisions | 7,684 | 395 | - | 115 | 144 | 8,338 |
| Other deferred tax | 3,425 | 595 | 787 | - | (249) | 4,558 |
| Total | (14,952) | 662 | 787 | (6,567) | (1,591) | (21,661) |
Deferred tax assets on prior-year tax losses carried forward are as follows:
| (€ thousands) | 31/12/2016 | 31/12/2015 | Change |
|---|---|---|---|
| Iberian Peninsula | 2,615 | 2,457 | 158 |
| Germany | 3,858 | 3,308 | 550 |
| The Netherlands | 601 | 1,517 | (916) |
| United States and Canada | 23 | 167 | (144) |
| Israel | 186 | 240 | (54) |
| Total | 7,283 | 7,689 | (406) |
At 31 December 2016 the following prior-year losses had not given rise to deferred tax assets:
| (€ thousands) | Prior-year tax losses | Rate | Deferred tax assets not recognised in the accounts |
Due date |
|---|---|---|---|---|
| UK | 65,194 | 17% | 11,083 | No expiry |
| Germany | 49,464 | 32% | 15,828 | No expiry |
| India | 12,018 | 30.90% | 3,714 | 5-10 years |
| Canada | 6,256 | 26.50% | 1,658 | 15-20 years |
| Poland | 1,215 | 19% | 231 | 5 years |
| Total | 134,147 | 32,514 |
22. Revenues from sales and services
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Revenues from sale of products | 1,096,827 | 1,000,185 | 96,642 |
| Revenues from services | 36,270 | 33,792 | 2,478 |
| Total | 1,133,097 | 1,033,977 | 99,120 |
The increase of €99,120 thousand in revenues from sales and services in the period is explained for €76,217 thousand (+7.4%) by organic growth including the contribution of new store openings and, for €30,870 thousand (+3.0%), by acqusitions, while foreign exchange differences had a negative impact of €7,967 thousand (-0.8%).
23. Operating costs
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Cost of raw materials, consumables and supplies and change in inventories of raw materials, consumables and supplies |
(254,142) | (243,505) | (10,637) |
| Personnel expenses – Points of sale | (199,560) | (175,042) | (24,518) |
| Commissions – Points of sale | (85,130) | (79,618) | (5,512) |
| Rental costs – Points of sale | (54,218) | (50,584) | (3,634) |
| Total | (593,050) | (548,749) | (44,301) |
| Other personnel expenses | (139,308) | (139,419) | 111 |
| Other rental costs | (5,448) | (4,780) | (668) |
| Other costs for services | (204,473) | (182,705) | (21,768) |
| Total other operating costs | (349,229) | (326,904) | (22,325) |
| Total operating costs | (942,279) | (875,653) | (66,626) |
The breakdown of "Personnel expenses – Points of sale" and "Other personnel expenses" is as follows:
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Wages and salaries | (256,735) | (231,997) | (24,738) |
| Stock options and performance stock grant | (11,261) | (10,719) | (542) |
| Social contributions | (52,589) | (49,595) | (2,994) |
| Other personnel costs | (17,074) | (21,049) | 3,975 |
| Directors' remuneration and oversight bodies | (1,209) | (1,101) | (108) |
| Total | (338,868) | (314,461) | (24,407) |
| 31/12/2016 | 31/12/2015 | |||
|---|---|---|---|---|
| Number | Average | Number | Average | |
| Italy | 449 | 439 | 428 | 443 |
| France | 897 | 853 | 812 | 769 |
| Switzerland | 256 | 247 | 241 | 239 |
| Hungary | 147 | 129 | 111 | 113 |
| Germany | 1,170 | 967 | 841 | 745 |
| Iberian Peninsula | 503 | 461 | 416 | 383 |
| Belgium and Luxemburg | 144 | 130 | 117 | 113 |
| The Netherlands | 691 | 673 | 648 | 647 |
| Poland | 130 | 110 | 87 | 76 |
| United Kingdom and Ireland | 509 | 505 | 506 | 517 |
| Israel | 202 | 164 | 167 | 159 |
| Turkey | 67 | 56 | 50 | 48 |
| Egypt | 165 | 168 | 171 | 165 |
| Total EMEA | 5,330 | 4,900 | 4,595 | 4,417 |
| USA and Canada | 385 | 383 | 298 | 279 |
| Brasil | 44 | 39 | 37 | 37 |
| Total Americas | 429 | 423 | 335 | 316 |
| Australia | 803 | 784 | 755 | 739 |
| New Zealand | 347 | 338 | 321 | 297 |
| India | 295 | 315 | 327 | 301 |
| Total Asia Pacific | 1,445 | 1,437 | 1,403 | 1,337 |
| Total Group | 7,204 | 6,760 | 6,333 | 6,070 |
Staff headcount by geographical area:
24. Other income and costs
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Other income and costs | (3,959) | 6,853 | (10,812) |
| Total | (3,959) | 6,853 | (10,812) |
The balance includes costs for advisory fees and expenses related to an acquisition process which was not completed (€2,502 thousand) and other costs for acquisitions (€2,286 thousand). Please note that during the year 2015, the balance included Income generated in the United States as a result of early termination of commercial partnership and compensation for damages related to unfair competition (€3,062 thousand) and income recognized in India following the cancellation of the earn-out related to the 2012 acquisition (€2,487 thousand).
25. Depreciation and amortisation
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Amortisation of intangible fixed assets | (25,424) | (23,952) | (1,472) |
| Depreciation of tangible fixed assets | (27,033) | (26,800) | (233) |
| Amortisation and depreciation | (52,457) | (50,752) | (1,705) |
| Impairment | (7,353) | (3,419) | (3,934) |
| Total | (59,810) | (54,171) | (5,639) |
"Impairment" refers primarily to the partial write-down of goodwill recognized in the UK in 2006 when the Ultravox Group was acquired based on the results of impairment testing (€5,489 thousand).
26. Financial income, charges and changes in value of financial assets
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Proportionate share of the result of associated companies valued at equity | 419 | 126 | 293 |
| Other income, charges, revaluation and write-downs of financial assets | 13 | 1,461 | (1,448) |
| Interest income on bank accounts | 624 | 932 | (308) |
| Interest expenses on short and long-term bank loans | (18,566) | (24,269) | 5,703 |
| Interest income and expenses | (17,942) | (23,337) | 5,395 |
| Other financial income and charges | (1,011) | (388) | (623) |
| Exchange gains | 3,101 | 7,550 | (4,449) |
| Exchange losses | (5,546) | (4,869) | (677) |
| Gain/(losses) on financial assets at fair value – Non hedge accounting derivatives |
1,288 | (3,452) | 4,740 |
| Exchange differences and non hedge accounting derivatives | (1,157) | (771) | (386) |
| Total | (19,678) | (22,909) | 3,231 |
Interest payable on financial indebtedness amounted to €18,566 thousand at 31 December 2016 (versus €24,269 thousand at 31 December 2015 that included the make whole payment of €4,289 thousand as a result of the early repayment of the USD 70 million private placement 2006-2016).
Interest receivable on bank deposits came to €624 thousand at 31 December 2016, versus €932 thousand at 31 December 2015. The drop is linked to both the decrease in average available funds and the overall decline in interest paid on deposits.
Other financial income and charges include €633 thousand (€1,122 thousand in 2015) relating to the cost of factoring without recourse of receivables payable by the Italian public sector.
The gains and losses on financial assets measured at fair value refer primarily to currency hedges on loans denominated in British pounds granted by Amplifon S.p.A. to a UK subsidiary offset by exchange gains and losses. The net balance of €1,157 thousand is explained, for €706 thousand, by the negative impact of exchange differences on the revaluation of the debt relating to the put-call option on the remaning 40% of the shares of Medtechnica Ortophone (Israel) which it was not possible to hedge at the time of the acquisition (April 2014) given the great uncertainty as to the final exercise price (linked to the 2016 results).
Interest rate risk - sensitivity analysis:
As mentioned above, all the indebtedness generates interest at a fixed rate. More in detail:
- the USD private placements are hedged against interest rate risk. As a result of the swaps, the Euro interest rate was set at 3.9% (average rate) for the different tranches of the 2013-2025 private placement (equal to USD 130 million);
- the €275 million 5-year bond loan reserved for non-American institutional investors and listed on the Luxembourg Stock Exchange's Euro MTF issued on 16 July 2013 by Amplifon S.p.A. (Eurobond) has a coupon of 4.875%.
With respect to the remaining financial assets and liabilities at floating-rate the following table highlights the higher/lower income before tax arising from increases/decreases in interest rates.
| (€ thousands) | ||||||
|---|---|---|---|---|---|---|
| 2016 | Note | Balance at 31 December 2016 |
Average exposure | Increase/decrease in interest rates (in %) |
Effect on profit before tax |
|
| Current assets | ||||||
| Bank current accounts and short-term bank deposits | 9 | 183,011 | 166,647 | 1% | 1,666 | |
| Current liabilities | ||||||
| Bank current accounts | 20 | (340) | (1,405) | 1% | (14) | |
| Short-term bank borrowings | 20 | (4,061) | (8,975) | 1% | (90) | |
| Total effect on profit before tax | 1,563 | |||||
| Current assets | ||||||
| Bank current accounts and short-term bank deposits | 9 | 183,011 | 166,647 | -0.25% | (417) | |
| Current liabilities | ||||||
| Bank current accounts | 20 | (340) | (1,405) | -0.25% | 4 | |
| Short-term bank borrowings | 20 | (4,061) | (8,975) | -0.25% | 22 | |
| Total effect on profit before tax | (391) |
| (€ thousands) | |||||
|---|---|---|---|---|---|
| 2015 | Note | Balance at 31 December 2015 |
Average exposure | Increase/decrease in interest rates (in %) |
Effect on profit before tax |
| Current assets | |||||
| Bank current accounts and short-term bank deposits | 9 | 195,934 | 160,310 | 1% | 1,603 |
| Current liabilities | |||||
| Bank current accounts | 20 | (443) | (1,712) | 1% | (17) |
| Short-term bank borrowings | 20 | (4,446) | (4,955) | 1% | (50) |
| Total effect on profit before tax | 1,536 | ||||
| Current assets | |||||
| Bank current accounts and short-term bank deposits | 9 | 195,934 | 160,310 | -0.25% | (401) |
| Current liabilities | |||||
| Bank current accounts | 20 | (443) | (1,712) | -0.25% | 4 |
| Short-term bank borrowings | 20 | (4,446) | (4,955) | -0.25% | 12 |
| Total effect on profit before tax | (384) |
In light of interest rate levels at 31 December 2016 (ECB Euro Rate of 0.05%), sensitivity analysis considers an upside of 1% and a downside of -0.25%.
Currency risk - sensitivity analysis:
The 2013-2015 private placement issued in US Dollars and equal to 130 million, is object of currency risk hedging. In particular, as a consequence of the derivative instruments in place, the Group has fixed the Euro/Dollar exchange rate for the whole duration of the loan.
Therefore, it is reasonable to assume that any change in exchange rates will not give rise to a significant profit and loss effect as the foreign currency positions and the hedging derivatives will automatically generate changes of the same amount but of the opposite sign.
Similar considerations may be made with regard both intercompany loans denominated in currencies other than Euro between Amplifon S.p.A. and UK subsidiary.
The intercompany loans between the Australian and New Zealand companies, between American and Canadian companies and a loan granted by Amplifon S.p.A. to the UK subsidiary, are considered equity investments insofar as they are not interest bearing and are not expected to be repaid. Any changes in exchange rates are, therefore, charged directly to the translation reserve without impacting the income statement.
Taking into account the above comments on foreign exchange costs net of the hedging effect, the residual currency risk on receivables, payables and future revenue streams which have not been hedged is not significant.
27. Income tax
| (€ thousands) | FY 2016 | FY 2015 | Change |
|---|---|---|---|
| Current income tax | (44,257) | (39,313) | (4,944) |
| Deferred income tax | 662 | (2,072) | 2,734 |
| Total | (43,595) | (41,385) | (2,210) |
| (€ thousands) | FY 2016 | FY 2015 | Change |
| Profit (loss) before tax | 107,371 | 88,097 | 19,274 |
| Tax for the year | (43,595) | (41,385) | (2,210) |
| Tax rate | -40.6% | -47.0% | 6.4% |
The following table reconciles tax recognised in the consolidated financial statements to theoretical tax charge calculated on the basis of Italy's current tax rates.
| (€ thousands) | ||||
|---|---|---|---|---|
| December 2016 Tax effect |
% | December 2015 Tax effect |
% | |
| Reconciliation to effective tax rate | ||||
| Effective tax rate | 43,595 | 40.60% | 41,385 | 47.00% |
| United Kingdom and other minor: use of non-recognition of deferred taxes on the year's losses and non-recognition of deferred taxes on the year's losses; partial write-down of godwill recognized in UK |
(7,516) | -7.00% | (5,373) | -6.10% |
| Effect of different tax rate of companies not taxed in Italy | (4,080) | -3.80% | (3,964) | -4.50% |
| Current and deferred taxes: change of tax rate and corrections of errors | 2,040 | 1.90% | (3,171) | -3.60% |
| Non-deductible expense net of non taxable income | (1,825) | -1.70% | (2,202) | -2.50% |
| Effective tax rate net of IRAP/CVAE | 32,214 | 30.00% | 26,675 | 30.30% |
| IRAP [regional tax on productive activity] , CVAE and other taxes not linked to PBT |
(2,684) | -2.50% | (2,290) | -2.80% |
| Corporate Tax Rate | 29,529 | 27.50% | 24,385 | 27.50% |
The tax rate reached 40.6% versus 47.0% in the prior year and reflects the net effects of the losses recorded by subsidiaries on which, in accordance with the principle of prudence, deferred tax assets are not recognized and the earnings on which no taxes were paid due to carried forward tax losses not recognized in the financial statements. Net of these items, the tax rate would have been 33.6% versus 38.2% in 2015.
28. Stock option – Performance stock grant
General characteristics of stock option plans
- The purpose of the issue and therefore of the award of the option rights, is to offer the beneficiaries, who hold particularly important positions within the Group, the possibility to participate in Amplifon's share capital in order to align their interests with those of the shareholders and to obtain their loyalty, given the significant strategic objectives to be attained;
- the award of the option rights is unconditional;
- the price of the shares includes the information related to the company's performance;
- the awards of 14 March 2005, 30 September 2005 and 23 January 2006 were made in accordance with an EGM resolution taken on 19 February 2001 which authorised the Directors to increase Amplifon S.p.A.'s share capital, in one or more stages, by up to 750,000 ordinary shares with a par value of €0.20 (that is 7,500,000 ordinary shares with a par value of €0.02 following the share split approved by shareholders on 27 April 2006);
- the awards of 15 March 2007, 18 December 2008 and 6 November 2009, 16 December 2010 and 19 April 2011 were made in accordance with an EGM resolution taken on 27 April 2006 which authorised the Directors to increase Amplifon S.p.A.'s share capital, in one or more stages, by up to €150,000 par value through the issuance of 7,500,000 ordinary shares with a par value of €0.02;
- the shares servicing for the purposes of the stock option plan are ordinary shares, issued in accordance with article 2441, paragraphs 5 and 8 for the purpose of a stock option plan;
- the exercise of the rights shall be in compliance with the Regulations filed with Borsa Italiana S.p.A. and Consob;
- the Board of Directors is entitled to draft regulations, choose the beneficiaries and determine the quantity and values for the execution of the stock option plans;
- Amplifon S.p.A reserves the indisputable right to modify the plan and the regulations when deemed necessary or merely opportune, following any modification to the provisions of the laws in force at the time of the award, or for any other objective reason that might justify such modification.
The characteristic of the stock options plans currently in place are as follows:
A) Stock options award 30 September 2005
On 30 September 2005 the Board of Directors resolved the following award of stock options:
- the objective of the plan is to offer option rights to beneficiaries covering key positions within the Group; • one-third of the granted rights awarded vest one year following the award date, one-third two years
- after the award date and the remaining portion three years after the same date, with the exception of the employees of companies with headquarters in France and Spain for whom the options vest for two-thirds two years following the award date and for the remaining portion after three years;
- for each granted option right awarded, the exercise and therefore the subsequent related subscription of Amplifon ordinary shares must take place within seven years, starting from the vesting date, with the exception of the employees of companies having their headquarters in Switzerland for whom the exercise period lasts 10 years;
-
only for employee beneficiaries on the payroll at 1 October 2005 of the companies with registered office in Italy who have undersigned the new Regulation approved by the Remuneration Committee on 12 September 2007, 100% of their option rights may be exercised not earlier than three years from the date of award, meaning that the beneficiary shall subscribe to Amplifon shares and to the terms and conditions listed below only after three years have elapsed from the date of award. The deadline for subscribing to the shares is seven years from the vesting date;
-
non-exercised rights shall be automatically lost after such term;
- the price per share which the beneficiary shall pay to Amplifon S.p.A. for the subscription following the exercise of the option rights is defined as equal to the price per share corresponding to the average of the prices reported in the last month before the granting date, that is €56.97 or €5.697 following the share split approved by the Shareholders' Meeting of 27 April 2006;
- only for employee beneficiaries on the payroll at 1 October 2005 of the companies with registered office in Italy who have undersigned the new Regulation approved by the Remuneration Committee on 12 September 2007, the price per share is fixed at €5.713;
- the exercise of the vested option rights shall take place in one or several tranches, as long as the minimum quantity for each tranche is equal to 1,000 rights.
| Stock Option Plan of 30 September 2005 - general rules | |||||||
|---|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | ||||||
| No. of options | Strike price (€) Market Price (€) | No. of options | Strike price (€) | Market Price (€) | |||
| Option rights at 1 January | 175,000 | 5.697 | 7.995 | 365,672 | 5.697 | 4.904 | |
| (Option rights exercised in the period) | 158,333 | 5.697 | 8.908 (*) | 118,002 | 5.697 | 7.175 (*) | |
| (Option rights cancelled in the period) | - | - | - | 4,000 | 5.697 | - | |
| (Option rights forfeited in the period) | - | - | - | 68,670 | 5.697 | - | |
| Option rights at 31 December | 16,667 | 5.697 | 9.05 | 175,000 | 5.697 | 7.995 | |
| of which exercitable at 31 December | 16,667 | 175,000 |
(*) Average weighted market price at the exercises
B) Stock options award 15 March 2007
On 15 March 2007, the Board of Directors resolved an award of stock options under the following terms and conditions:
- the objective of the plan is to offer option rights to beneficiaries covering key positions within the Group;
- the options awarded to employees resident in Italy vest after three years from the award date; onethird of the granted rights vest one year following the award date, one-third two years after the award date and the remaining portion three years after the same date, with the exception of the employees of companies with headquarters in France for whom the options mature for two-thirds two years following the award date and for the remaining portion after three years;
- for each granted option right awarded, the exercise and therefore the subsequent related subscription of Amplifon ordinary shares must take place within seven years, starting from the vesting date;
- non-exercised rights shall be automatically forfeited after such term;
- the price per share which the beneficiary will pay to Amplifon S.p.A. for the subscription following the exercise of the option rights is equal to the price per share corresponding to the average of the prices reported in the last month before the award date, that is €6.914 after the share split;
- the exercise of the vested option rights shall take place in one or several tranches, as long as the minimum quantity for each tranche is equal to 1,000 rights.
| Stock Option Plan of 15 March 2007 | ||||||||
|---|---|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | |||||||
| No. of options | Strike price (€) Market Price (€) | No. of options | Strike price (€) | Market Price (€) | ||||
| Option rights at 1 January | 156,667 | 6.914 | 7.995 | 170,000 | 6.914 | 4.904 | ||
| (Option rights exercised in the period) | 33,334 | 6.914 | 8.801(*) | - | - | - | ||
| (Option rights cancelled in the period) | - | - | - | - | - | - | ||
| (Option rights forfeited in the period) | 79,999 | - | - | 13,333 | - | - | ||
| Option rights at 31 December | 43,334 | 6.914 | 9.05 | 156,667 | 6.914 | 7.995 | ||
| of which exercitable at 31 December | 43,334 | 156,667 |
(*) Average weighted market price at the exercises
C) Stock option award 18 December 2008
On 18 December 2008, the Board of Directors resolved an award of stock options under the following terms and conditions:
- the objective of the plan is to offer option rights to beneficiaries covering key positions within the Group;
- the option rights awarded to each beneficiary vest and therefore give right to the subsequent related subscription of Amplifon ordinary shares, under the following terms and conditions, for an amount of 50% after two years and one day from the award date and the remaining portion after three years and one day from the award date;
- for each granted option awarded, the exercise and therefore the subsequent related subscription of Amplifon ordinary shares must take place within five years, starting from the date of maturity;
- non-exercised rights shall be automatically forfeited after such term;
- the price per share which the beneficiary shall pay to Amplifon S.p.A. for the subscription following the exercise of the option rights shall be equal to the price per share corresponding to the average of the prices reported in the last month before the award date, that is €0.735;
- on 19 December 2012 the Board of Directors approved an amendment to the operational regulation of the 2008 Stock Option Plan in respect of French beneficiaries only, in order to align it with local requirements for the qualification of the plan. This amendment applies more restrictive exercise conditions and resulted in a reduction in the fair value of the options concerned; higher costs are not therefore to be recognised;
- the exercise of the vested option rights shall take place in one or several tranches, as long as the minimum quantity for each tranche is 1,000 rights.
| Stock option plan of 18 December 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | |||||||
| No. of options | Strike price (€) Market Price (€) | No. of options | Strike price (€) | Market Price (€) | ||||
| Option rights at 1 January | 120,000 | 0.735 | 7.995 | 233,500 | 0.735 | 4.904 | ||
| (Option rights exercised in the period) | 120,000 | 0.735 | 8.890 (*) | 113,500 | 0.735 | 6.940 (*) | ||
| (Option rights cancelled in the period) | - | - | - | - | - | - | ||
| (Option rights forfeited in the period) | - | - | - | - | - | - | ||
| Option rights at 31 December | - | - | - | 120,000 | 0.735 | 7.995 | ||
| of which exercitable at 31 December | - | 120,000 |
(*) Average weighted market price at the exercises
D) Stock option award 6 November 2009
On 6 November 2009, the Board of Directors resolved an award of stock options under the following terms and conditions:
- the objective of the plan is to offer option rights to beneficiaries covering key positions within the Group;
- the option rights grant awarded to each beneficiary vest and therefore give right to the subsequent related subscription of Amplifon ordinary shares, under the following terms and conditions, for an amount of 50% after two years and one day from the award date and the remaining portion after three years and one day from the award date;
- for each granted option right awarded, the exercise and therefore the subsequent related subscription of Amplifon ordinary shares must take place within five years, starting from the date of maturity;
- non-exercised rights shall be automatically forfeited after such term;
- the price per share which the beneficiary shall pay to Amplifon S.p.A. for the subscription following the exercise of the option rights shall be equal to the price per share corresponding to the average of the prices reported in the last month before the award date, that is €2.837;
- the exercise of the vested option rights shall take place in one or several tranches, as long as the minimum quantity for each tranche is 1,000 rights.
| Stock option plan of 6 November 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | |||||||
| No. of options | Strike price (€) Market Price (€) | No. of options | Strike price (€) | Market Price (€) | ||||
| Option rights at 1 January | 70,000 | 2.837 | 7.995 | 70,000 | 2.837 | 4.904 | ||
| (Option rights exercised in the period) | 35,000 | 2.837 | 8.887 (*) | - | - | - | ||
| (Option rights cancelled in the period) | - | - | - | - | - | - | ||
| (Option rights forfeited in the period) | - | - | - | - | - | - | ||
| Option rights at 31 December | 35,000 | 2.837 | 9.05 | 70,000 | 2.837 | 7.995 | ||
| of which exercitable at 31 December | 35,000 | 70,000 |
(*) Average weighted market price at the exercises
E) Stock option award 16 December 2010
On 16 December 2010, the Board of Directors resolved an award of stock options under the following terms and conditions:
- the objective of the plan is to offer option rights to beneficiaries covering key positions within the Group;
- the option rights awarded to each beneficiary vest and therefore give right to the subsequent related subscription of Amplifon ordinary shares, for an amount of 50% after two years and one day from the award date and the remaining portion after three years and one day from the award date;
- for each granted option right awarded, the exercise and therefore the subsequent related subscription of Amplifon ordinary shares must take place within five years, starting from the date of maturity;
- non-exercised rights shall be automatically forfeited after such term;
- the price per share which the beneficiary will pay to Amplifon S.p.A. for the subscription following the exercise of the option rights shall be equal to the price per share corresponding to the average of the prices reported in the last month before the award date, that is €3.746;
- the exercise of the vested option rights shall take place in one or several tranches, as long as the minimum quantity for each tranche is 1,000 rights.
| Stock option plan of 16 December 2010 | |||||||
|---|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | ||||||
| No. of options | Strike price (€) Market Price (€) | No. of options | Strike price (€) | Market Price (€) | |||
| Option rights at 1 January | 402,589 | 3.746 | 7.995 | 483,599 | 3.746 | 4.904 | |
| (Option rights exercised in the period) | 367,438 | 3.746 | 8.435 (*) | 81,010 | 3.746 | 5.721 (*) | |
| (Option rights cancelled in the period) | - | - | - | - | - | - | |
| (Option rights forfeited in the period) | - | - | - | - | - | - | |
| Option rights at 31 December | 35,151 | 3.746 | 9.05 | 402,589 | 3.746 | 7.995 | |
| of which exercitable at 31 December | 35,151 | 402,589 |
(*) Average weighted market price at the exercises
F) Stock options award 19 April 2011
On 19 April 2011 Amplifon's Board of Directors, under the 2010-2011 stock option plan approved on 16 December 2010 and as indicated by its Remuneration Committee, granted 215,000 options to key Group employees. This completed the 2006-2011 stock option plan launched at the EGM held on 27 April 2006. The conditions set were as follows:
- the objective of the plan is to offer option rights to beneficiaries covering key positions within the Group;
- the option rights awarded to each beneficiary vest and therefore give right to the subsequent related subscription of Amplifon ordinary shares, for an amount of 50% after two years and one day from the award date and the remaining portion after three years and one day from the award date;
- for each option right awarded, the exercise and therefore the subsequent related subscription of Amplifon ordinary shares must take place within five years, starting from the vesting date;
- unexercised rights shall be automatically forfeited after such term;
- the price per share which the beneficiary will pay to Amplifon S.p.A. for the subscription following the exercise of the option rights shall be equal to the price per share corresponding to the average of the prices reported in the last month before the award date, that is €4.227;
• the exercise of the vested option rights shall take place in one or several tranches, provided that the minimum quantity for each tranche shall be 1,000 rights.
| Stock option plan of 19 April 2011 | ||||||||
|---|---|---|---|---|---|---|---|---|
| FY 2016 | FY 2015 | |||||||
| No. of options | Strike price (€) Market Price (€) | No. of options | Strike price (€) | Market Price (€) | ||||
| Option rights at 1 January | 70,000 | 4.227 | 7.995 | 195,000 | 4.227 | 4.904 | ||
| (Option rights exercised in the period) | - | - | - | 125,000 | 4.227 | 5.858 (*) | ||
| (Option rights cancelled in the period) | - | - | - | - | - | - | ||
| (Option rights forfeited in the period) | - | - | - | - | - | - | ||
| Option rights at 31 December | 70,000 | 4.227 | 9.05 | 70,000 | 4.227 | 7.995 | ||
| of which exercitable at 31 December | 70,000 | 70,000 |
(*) Average weighted market price at the exercises
Residual life of awarded stock options
| Options assigned up to 31/12/2016 | |||||||
|---|---|---|---|---|---|---|---|
| Residual life | Exercitable | ||||||
| Strike price | Awarded on | < 1 year | 1-5 years | 5-10 years | Total | Number of shares Average expiring date | |
| 5.697 | 30/09/2005 | 8,333 | 8,334 | - | 16,667 | 16,667 | 1 year |
| 6.914 | 15/03/2007 | 43,334 | - | - | 43,334 | 43,334 | 1 year |
| 2.837 | 06/11/2009 | 35,000 | - | - | 35,000 | 35,000 | 1 year |
| 3.746 | 16/12/2010 | 10,161 | 24,990 | - | 35,151 | 35,151 | 1 year |
| 4.227 | 19/04/2011 | - | 70,000 | - | 70,000 | 70,000 | 2 years |
| Total | 96,828 | 103,324 | 200,152 | 200,152 |
General characteristics of the Performance Stock Grant Plan 2011-2020
On 16 December 2010 the Board of Directors – as resolved by the Shareholders' Meeting held on 13 December 2010 – approved the regulation of the Performance Stock Grant Plan 2011-2020 with the following general characteristics:
- the Plan provides for the grant of rights, each of which gives the right to Company stock to be granted to beneficiaries in key positions in the Group at the end of the vesting period;
- for each grant cycle, the Board of Directors is empowered to identify the beneficiaries and to set the number of rights to be granted to each beneficiary;
-
the Board may also make such changes to the Plan as it considers necessary, at its sole discretion, with the aim e.g. of: (i) accommodating changes in the law; or (ii) making it possible for the Beneficiaries to benefit or continue to benefit from favorable regulations.
-
The vesting of rights and the consequent grant of all or some of the Shares shall be subject to the following conditions:
- (i) on the award date of the shares the beneficiary must be an employee of a Group company, and not be working out a period of notice following dismissal or resignation;
- (ii) on the award date of the shares the reference price should be at least equal to the reference price; and
- (iii) the individual performance levels assigned to the beneficiary must not be lower throughout the reference period - than 100% achievement. Where these conditions are not met, the number of shares due to the beneficiary will be reduced by 25% for each reference period in which targets are not met.
On 24 April 2013 the Board of Directors approved, based on proposal of the Remuneration Committee of 27 February 2013, the amendments to the "2011-2020 Performance Stock Grant" plan as approved by the shareholders meeting held on 17 April 2013.
In particular the condition which links the transformation of rights to the performance of Amplifon's stock in the last three months of the vesting period was cancelled (see point II above).
Furthermore the exercise period, subsequent to vesting, was extended to 2.5 years (each grant cycle, therefore, will have a total duration of 7 years), the prime objective of which is to reduce the risk of a large number of shares being sold at the same time. The remaining conditions are unchanged.
Below are reported the details of the cycles of assignment of the Performance Stock Grant plan 2011-2020.
A) Stock grant 15 January 2011
| Stock grant 15 January 2011 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 235,292 | 7.995 | 1,090,750 | 4.904 |
| Rights granted in the period | - | - | - | - |
| (Rights converted in the period) | 118,792 | 8.596 (*) | 828,333 | 7.070 (*) |
| (Rights cancelled in the period) | - | - | 27,125 | - |
| Option rights at 31 December | 116,500 | 9.05 | 235,292 | 7.995 |
(*) Average weighted market price at the exercises
B) Stock grant 16 May 2011
| Stock grant 16 May 2011 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 210,333 | 7.995 | 912,500 | 4.904 |
| Options rights restored in period | - | - | 10,000 | - |
| Rights granted in the period | - | - | - | - |
| (Rights converted in the period) | 106,500 | 8.398 (*) | 672,417 | 7.222 (*) |
| (Rights cancelled in the period) | - | - | 39,750 | - |
| Option rights at 31 December | 103,833 | 9.05 | 210,333 | 7.995 |
(*) Average weighted market price at the exercises
C) Stock grant 15 March 2012
| Stock grant 15 March 2012 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 1,540,375 | 7.995 | 1,893,000 | 4.904 |
| Rights granted in the period | - | - | - | - |
| (Rights converted in the period) | 1,247,707 | 8.836 (*) | 300,000 | 7.036 (*) |
| (Rights cancelled in the period) | 43,875 | - | 52,625 | - |
| Option rights at 31 December | 248,793 | 9.05 | 1,540,375 | 7.995 |
(*) Average weighted market price at the exercises
D) Stock grant 2 May 2013
| Stock grant 2 May 2013 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 1,438,000 | 7.995 | 1,654,250 | 4.904 |
| Rights granted in the period | - | - | - | - |
| (Rights converted in the period) | 30,000 | 7.919 (*) | 12,500 | 7.200 (*) |
| (Rights cancelled in the period) | 111,250 | - | 203,750 | - |
| Option rights at 31 December | 1,296,750 | 9.05 | 1,438,000 | 7.995 |
(*) Average weighted market price at the exercises
General characteristics of the New Performance Stock Grant Plan 2014-2021
On 28 April 2014 the Board of Directors – as resolved by the Shareholders' Meeting held on 16 April 2014 and based on the recommendations of the Remuneration & Appointment Committee– approved the regulations of the New Performance Stock Grant Plan 2014-2021 with the following general characteristics:
- the plan provides for the grant of rights, each of which gives the right to a Company share to be granted at the end of the vesting period (3,5 years) to beneficiaries falling within one of the following clusters:
-
- Executives & Senior Managers;
-
- International Key Managers and Group & Country Talents;
-
- High Performing Audiologists & Sales Managers.
- the vesting of the rights and, therefore, the grant of the related shares is subject to the following main condition that as of the date of grant of the shares the beneficiary is an employee of one of the companies of the Group and no notice period subsequent to resignation and/or withdrawal is under way. Furthermore for the Cluster 1 and Cluster 2 the plan foresee further conditions to attribute the financial instruments:
- Cluster 1: achievement of Group 3 Yr business targets;
- Cluster 2: level of the Individual Performance of the Beneficiary are not lower, in all the Reference Periods, to Fully Meets Expectations.
- the exercise of the vested rights should be performed within the deadline of the exercise period (2.5 years from the date of vesting of the rights) and is subject to a minimum threshold value of the Amplifon Spa share defined by the Board of Directors.
For each cycle of assignment, the Board of Directors is empowered to identify the beneficiaries and to set the number of rights to be granted to each beneficiary.
The Board of Directors may at any time make changes to the Regulations as may be necessary and/or appropriate in connection with, in particular, the case of changes to the applicable law.
On 21 April 2015, following the proposal of the Board of Directors of 3 March 2015 and heard the opinion of the Remuneration and Appointment Committee, the Shareholders' Meeting discussed and approved the modifications to the stock plan for the period 2014-2021 (the "New Plan of Performance Stock Grant").
In particular, the modification approved by the Shareholders' Meeting concerns the extension of the plan also to collaborators not related to the Company by employment contracts and the subsequent variation in the identification of the beneficiaries who are currently defined as employees and collaborators of a Group entity, belonging to the following categories:
- Cluster 1: Executives & Senior Managers;
- Cluster 2: International Key Managers; Group & Country Talents;
- Cluster 3: High Performing Audiologists & Sales Managers.
This extension will allow to include also the agents currently working in Italy Spain and Belgium with the aim to adequately sustain, also in terms of retention, the different business models through which the Amplifon Group operates.
On 29 April 2015 the Board of Directors of the Company, approved the modification to the operative Regulation of the plan, in line with the changes approved by the Shareholders' Meeting.
On 18 April 2016, following the proposal of the Board of Directors and heard the opinion of the Remuneration and Appointment Committee, the Shareholders' Meeting discussed and approved the modifications to the share plan for the period 2014-2021. The purpose of the modification is to align the Plan to a new provision introduced in France as the result of Law n. 2015-990 dated August 6th, 2015 (the "Macron Law").
The amendment allows the beneficiaries and the Company to take advantage of a more favorable fiscal and social contribution regime.
The provisions that, in line with the Macron Law, have been amended, regard in particular:
a) the elimination of an exercise period of 2.5 years;
b) the introduction of specific "closed periods" during which the employees cannot sell the shares obtained in relation to the incentive plan.
All the key characteristics of the Plan, among which the number of available rights, the timing and conditions for the rights' maturation remain unchanged.
The amendment affects only French beneficiaries and does not have any retroactive effects on previous awards to French beneficiaries. On 27 April 2016, the Board of Directors approved the amendments to the Rules of the performance stock grant plan 2014-2021 in execution of what resolved by the Shareholders' Meeting described above.
Below are reported the details of the cycles of assignment of the New Performance Stock Grant plan 2014-2021 currently in place, including new assignments that have taken place in the year 2016.
A) Stock Grant 28 April 2014
| Stock grant 28 April 2014 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 2,125,500 | 7.995 | 2,749,500 | 4.904 |
| Rights granted in the period | - | - | - | - |
| (Rights converted in the period) | - | - | 300,000 | 7.027 (*) |
| (Rights cancelled in the period) | 103,500 | - | 324,000 | - |
| Option rights at 31 December | 2,022,000 | 9.05 | 2,125,500 | 7.995 |
(*) Average weighted market price at the exercises
B) Stock Grant 29 April 2015
| Stock grant 29 April 2015 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 2,399,500 | 7.995 | - | - |
| Rights granted in the period | - | - | 2,518,000 | 6.88 |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 180,000 | - | 118,500 | - |
| Option rights at 31 December | 2,219,500 | 9.05 | 2,399,500 | 7.995 |
C) Stock Grant 22 October 2015
| Stock grant 22 October 2015 | ||||
|---|---|---|---|---|
| FY 2016 | FY 2015 | |||
| N. rights granted | Market Price (€) | N. rights granted | Market Price (€) | |
| Option rights at 1 January | 191,500 | 7.995 | - | - |
| Rights granted in the period | - | - | 191,500 | 7.19 |
| (Rights converted in the period) | - | - | - | - |
| (Rights cancelled in the period) | 1,000 | - | - | - |
| Option rights at 31 December | 190,500 | 9.05 | 191,500 | 7.995 |
D) Stock Grant 27 April 2016
The unitary fair value of the stock grant assigned in the period is equal to €7.55, with regard to the award subject to the general rules and to €6.96 with regard to the plan for the French beneficiaries.
The assumptions adopted in the calculation of the fair value are the following.
| Assignment – General Rule | Assignment – French Rule | |
|---|---|---|
| Model used | Binomial (Cox-Ross-Rubinstein method) | |
| Price at grant date | 8.055 € | |
| Threshold | 5 € | |
| Exercise Price | 0.00 | |
| Volatility | 25.07% (6 years) | 23.84% ( 3 years) |
| Risk free interest rate | 0.203% | 0.0% |
| Maturity (in years) | 3.5 | |
| Vesting Date | 3 months after the date of approval from the Board of the project of Consolidated Financial Statement as of 31.12.18 (i.e. June 2019) |
|
| Expected Dividend Yield | 0.75% |
The figurative cost of this award cycle recorded in the income statement at 31 December 2016 amounted to €2,612 thousand.
| Stock grant 27 April 2016 – General rules | ||
|---|---|---|
| FY 2016 | ||
| N. rights granted | Market Price (€) | |
| Option rights at 1 January | - | - |
| Rights granted in the period | 2,021,500 | 8.055 |
| (Rights converted in the period) | - | - |
| (Rights cancelled in the period) | 125,500 | - |
| Option rights at 31 December | 1,896,000 | 9.05 |
| Stock grant 27 April 2016 – French rules | ||
|---|---|---|
| FY 2016 | ||
| N. rights granted | Market Price (€) | |
| Option rights at 1 January | - | - |
| Rights granted in the period | 65,000 | 8.055 |
| (Rights converted in the period) | - | - |
| (Rights cancelled in the period) | - | - |
| Option rights at 31 December | 65,000 | 9.05 |
E) Stock Grant 26 October 2016
The unitary fair value of the stock grant assigned in the period is equal to €9.30, with regard to the award subject to the general rules and to €9.33 with regard to the plan for the French beneficiaries.
The assumptions adopted in the calculation of the fair value are the following.
| Assignment – General Rule | Assignment – French Rule | |
|---|---|---|
| Model used | Binomial (Cox-Ross-Rubinstein method) | |
| Price at grant date | 9.7 | |
| Threshold | 5 € | |
| Exercise Price | 0.00 | |
| Volatility | 23.72% (6 years) | 21.27% ( 3 years) |
| Risk free interest rate | 0.063% | 0.0% |
| Maturity (in years) | 3.5 | |
| Vesting Date | 3 months after the date of approval from the Board of the project of Consolidated Financial Statement as of 31.12.18 (i.e. June 2019) |
|
| Expected Dividend Yield | 0.75% |
The figurative cost of this award cycle recorded in the income statement at 31 December 2016 amounted to €157 thousand.
| Stock grant 26 October 2016 – General rules | ||
|---|---|---|
| FY 2016 | ||
| N. rights granted | Market Price (€) | |
| Option rights at 1 January | - | - |
| Rights granted in the period | 289,500 | 9.7 |
| (Rights converted in the period) | - | - |
| (Rights cancelled in the period) | - | - |
| Option rights at 31 December | 289,500 | 9.05 |
| Stock grant 26 October 2016 – French rules | ||
|---|---|---|
| FY 2016 | ||
| N. rights granted | Market Price (€) | |
| Option rights at 1 January | - | - |
| Rights granted in the period | 40,000 | 9.7 |
| (Rights converted in the period) | - | - |
| (Rights cancelled in the period) | - | - |
| Option rights at 31 December | 40,000 | 9.05 |
Residual life of awarded stock grants
| Rights assigned up to 31/12/2016 | |||||||
|---|---|---|---|---|---|---|---|
| Vesting | Exercise | ||||||
| Plans | Assignment date | < 1 year | 1-5 years | 5-10 years | Total | N. of rights | Average expiring date |
| Performance Stock Grant 2011 - 2020 |
15/01/2011 | 116,500 | 1 year | ||||
| 16/05/2011 | 103,833 | 1 year | |||||
| 15/03/2012 | 248,793 | 2 years | |||||
| 02/05/2013 | 1,296,750 | 1,296,750 | |||||
| New Performance Stock Grant 2014 - 2021 |
28/04/2014 | 2,022,000 | 2,022,000 | ||||
| 29/04/2015 | 2,219,500 | 2,219,500 | |||||
| 22/10/2015 | 190,500 | 190,500 | |||||
| 27/04/2016 | 1,961,000 | 1,961,000 | |||||
| of which General Rules | 1,896,000 | 1,896,000 | |||||
| of which French Rules | 65,000 | 65,000 | |||||
| 26/10/2016 | 329,500 | 329,500 | |||||
| of which General Rules | 289,500 | 289,500 | |||||
| of which French Rules | 40,000 | 40,000 | |||||
| Total | 3,318,750 | 4,700,500 | 8,019,250 | 469,126 |
29. Subsidiaries with relevant non-controlling interests, joint ventures and associated companies
The following table shows the main income statement and balance sheet figures of the subsidiaries with relevant minority shareholders. The figures are shown before intragroup eliminations.
| (€ thousands) | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Non-current assets | 1,514 | 1,679 |
| Current assets | 3,277 | 3,070 |
| Non-current liabilities | 745 | 335 |
| Current liabilities | 2,880 | 3,052 |
| Revenues | 9,867 | 9,654 |
| Net profit (loss) for the year | 319 | (191) |
| Dividends paid to minorities | - | - |
| Net financial positions | (1,131) | (653) |
| Cash flows | 116 | (23) |
The following table shows the main income statement and balance sheet highlights of the Dutch joint venture Comfoor BV, accounted for using the equity method. The company is active in the hearing protection sector.
| (€ thousands) | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Non-current assets | 1,219 | 1,374 |
| Current assets | 4,634 | 3,064 |
| Non-current liabilities | 51 | 51 |
| Current liabilities | 2,326 | 1,765 |
| Revenues | 8,146 | 7,846 |
| Amortisation, depreciation and impairment | (396) | (457) |
| Interest income and charges | (44) | (24) |
| Net profit (loss) | 853 | 116 |
| Net financial positions | 1,150 | 189 |
| Cash flows | 1,068 | 143 |
The reconciliation of the economic-financial figures provided with the carrying amount of the interest in the joint venture recognized in the consolidated financial statements is shown in the following table:
| (€ thousands) | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Net equity of joint-ventures | 3,476 | 2,624 |
| % held | 50% | 50% |
| Book value | 1,738 | 1,312 |
The following table summarizes the key financial figures of the remaining associates accounted for using the equity method.
| (€ thousands) | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Book value | 21 | 121 |
| Non-current assets | 62 | 61 |
| Current assets | 124 | 143 |
| Non-current liabilities | 10 | - |
| Current liabilities | 176 | 62 |
| Revenues | 402 | 355 |
| Net profit (loss) | 40 | 10 |
The list of associates accounted for using the equity method, with the percentage of ownership from 20% to 50%, is reported in Annex 1.
30. Earnings per share
Basic EPS
Basic earnings per share is obtained by dividing the net profit for the year pertaining to the ordinary shareholders of the parent company by the weighted average number of shares outstanding in the year, considering purchases and disposals of own shares as cancellations and issues of shares.
Earnings per share is determined as follows.
| Earnings per share from operating activities | FY 2016 | FY 2015 |
|---|---|---|
| Net profit (loss) pertaining to ordinary shareholders (€ thousand) | 63,620 | 46,805 |
| Average number of shares outstanding in the year | 219,322,356 | 218,047,951 |
| Average earnings per share (€ per share) | 0.29008 | 0.21465 |
Diluted EPS
Diluted earnings per share is obtained by dividing the net income for the year pertaining to ordinary shareholders of the Parent company by the weighted-average number of shares outstanding during the year adjusted by the diluting effects of potential shares. In the calculation of shares outstanding, purchases and sales of treasury shares are considered as cancellation or issue of shares.
The 'potential ordinary share' categories refer to the possible conversion of Group employees' stock options and stock grants. The computation of the average number of outstanding potential shares is based on the average fair value of shares for the period; stock options and stock grants are excluded from the calculation since they have anti-diluting effects.
| Weighted average diluted number of shares outstanding | FY 2016 | FY 2015 |
|---|---|---|
| Average number of shares outstanding in the year | 219,322,356 | 218,047,951 |
| Weighted average of potential and diluting ordinary shares | 5,747,819 | 6,843,633 |
| Weighted average of shares potentially subject to options in the period | 225,107,974 | 224,891,584 |
The diluted earnings per share was determined as follows:
| Diluted earnings per share | FY 2016 | FY 2015 |
|---|---|---|
| Net profit pertaining to ordinary shareholders (€ thousand) | 63,620 | 46,805 |
| Average number of shares outstanding in the period | 225,107,974 | 224,891,584 |
| Average diluted earnings per share (€) | 0.28262 | 0.20812 |
31. Transactions with parent companies and related parties
The Parent company, Amplifon S.p.A. is based in Milan, in Via Ripamonti 133. The Group is directly controlled by Ampliter N.V. and indirectly by Amplifin S.p.A., owned by Susan Carol Holland, with 100% of the shares, whilst Anna Maria Formiggini Holland retains usufruct.
Other transactions with related parties, including intercompany transactions, do not qualify as atypical or unusual, and fall within the Group's normal course of business and are conducted at arm's-length as dictated by the nature of the goods and services provided.
The following table details transactions with related parties.
Parent company and other related parties
| (€ thousands) | 31/12/2016 | FY 2016 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Trade receivables |
Others receivables |
Trade payable |
Other assets |
Financial liabilities |
Other debts |
Financial payables |
Tax payables |
Revenues from sales and services |
Operating costs |
Interest income and expenses |
|
| Amplifin S.p.A. | 15 | 242 | 5,131 | (1,596) | |||||||
| Total – Parent Company |
15 | 242 | - | - | - | - | - | 5,131 | - | (1,596) | - |
| Comfoor BV (The Netherlands) |
13 | 146 | 30 | (3,082) | |||||||
| Comfoor GmbH (Germany) |
4 | (44) | |||||||||
| Medtechnica Ortophone Shaked Ltd (Israel) |
165 | 5 | 270 | ||||||||
| Ruti Levinson Institute Ltd (Israel) |
385 | 481 | (20) | ||||||||
| Afik - Test Diagnosis & Hearing Aids Ltd (Israel) |
131 | 3 | 21 | 302 | (11) | 1 | |||||
| Total – Other related parties |
694 | - | 153 | 26 | - | - | - | - | 1,083 | (3,157) | 1 |
| Bardissi Import (Egypt) |
167 | 53 | 52 | (1,603) | |||||||
| Meders (Turkey) | 1,196 | (2,712) | (4) | ||||||||
| Nevo (Israel) | 57 | ||||||||||
| Ortophone (Israel) |
4 | (284) | |||||||||
| Moti Bahar (Israel) | (341) | ||||||||||
| Asher Efrati (Israel) |
(273) | ||||||||||
| Arigcom (Israel) | (75) | ||||||||||
| Tera (Israel) | 109 | (52) | 7 | ||||||||
| Frederico Abrahao (Brazil) |
286 | 178 | (44) | ||||||||
| Others | 18 | ||||||||||
| Total – Other related parties |
61 | 18 | 1,363 | 109 | 286 | 53 | 230 | - | - | (5,340) | (41) |
| Total | 770 | 260 | 1,516 | 135 | 286 | 53 | 230 | 5,131 | 1,083 | (10,093) | (40) |
| Total as per financial statement |
127,278 | 42,162 | 131,181 | 49,683 | 399,166 | 75,872 | 13,516 | 25,447 | 1,133,097 | (942,279) | (17,942) |
| % of financial statement total |
0.61% | 0.62% | 1.16% | 0.27% | 0.07% | 0.07% | 1.70% | 20.16% | 0.10% | 1.07% | 0.23% |
The trade receivables, revenues from sales and services and other income from related parties refer primarily to:
• the recovery of maintenance costs and condominium fees and the recharge of personnel costs to Amplifin S.p.A.;
- the receivables payable to Amplifin S.p.A. for the partial renovation of one floor at headquarters based on modern and efficient standards for the use of work spaces;
- trade receivables payable by associates (mainly in Israel) which act as resellers and to which the Group supplies hearing aids.
The trade payables and operating costs refer primarily to:
- commercial transactions with Comfoor BV and Comfoor GmbH, joint ventures from which hearing protection devices are purchased and then distributed in Group stores;
- commercial transactions involving the purchase of hearing aids, other products and services in Turkey and Egypt with, respectively, Meders and Bardissi Import (both companies that belong to their minority shareholders). These companies distribute hearing aids in their respective countries and the purchase conditions applied, defined in the Group's framework agreement, are in line with market conditions;
- existing agreements with the parent company Amplifin S.p.A. for:
- the lease of the property in Milan at Via Ripamonti No. 133, the registered office and corporate headquarters of Amplifon S.p.A. and ancillary services including routine property maintenance, cafeteria, office cleaning, porters and security;
- the rental of retail store space;
- the recharge of personnel costs to the Israeli subsidiary by the minority shareholders Moti Bahar and Asher Efrati, as well as rents, administrative and commercial services by Ortophone (Israel).
The tax payables refer to the IRES (corporate income tax) payable by Amplifon S.p.A. to the parent company as a result of the tax consolidation agreement entered into for the three year period 2014- 2016.
Financial transactions refer primarily to loans granted to Group companies in Egypt and Brazil by their respective minority shareholders and a long-term receivable payable by an affiliate in Israel.
Other related parties
The total remuneration of Group Directors, Board of Auditors and Key Managers for the period amounted to €10,002 thousand and is made up as follows:
Directors, Board of Auditors and Key managers.
| (€ thousands) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Period in | Non equity variable compensation |
||||||||||||
| First Name and Surname |
Office Held | which the office has been held |
Term of office ends upon |
Fixed compens. |
Committee attendance fees |
Bonuses and other incentives |
Profit sharing |
Fringe benefit. |
Tot. | FV equity compen. |
Termination allowance |
Non competition agreement |
Total |
| Susan Carol Holland |
Chairman | 01/01/2016 - 31/12/2016 |
Approval 2018 financ. stat |
200 | - | - | - | 2 | 202 | - | - | - | 202 |
| Franco | Vice-Chairmen non Executive |
01/01/2016 - 18/04/2016 |
Approval 2015 financ. stat |
- | - | - | - | - | - | - | - | ||
| Moscetti | Director | 01/01/2016 - 18/04/2016 |
Approval 2015 financ. stat |
- | - | - | - | - | - | - | - | 350(*) | 350 |
| Enrico Vita | CEO | 01/01/2016 - 31/12/2016 |
Approval 2018 financ. stat |
200 | - | - | - | - | 200 | - | - | - | 1,867 |
| Managing Director |
Permanent | 533 | - | 488 | - | 29 1,050 | 617 | - | - | ||||
| Andrea Casalini |
Indep. Director |
18/04/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 20 | - | - | - | 57 | - | - | - | 57 |
| Alessandro Cortesi |
Indep. Director |
18/04/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 13 | - | - | - | 50 | - | - | - | 50 |
| Maurizio Costa |
Indep. Director |
01/01/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 20 | - | - | - | 57 | - | - | - | 57 |
| Laura Donnini |
Indep. Director |
18/04/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 23 | - | - | - | 60 | - | - | - | 60 |
| Maria Patrizia Grieco |
Indep. Director |
18/04/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 13 | - | - | - | 50 | - | - | - | 50 |
| Lorenzo Pozza |
Indep. Director |
18/04/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 30 | - | - | - | 67 | - | - | - | 67 |
| Anna Puccio |
Indep. Director |
01/01/2016 - 18/04/2016 |
Approval 2015 financ. stat |
21 | - | - | - | - | 21 | - | - | - 21(**) | |
| Giovanni Tamburi |
Indep. Director |
01/01/2016 - 31/12/2016 |
Approval 2018 financ. stat |
37 | 3 | - | - | - | 40 | - | - | - | 40 |
| Raffaella Pagani |
Chairman of the Board of Auditors |
21/04/2015 - 31/12/2015 |
Approval 2017 financ. stat |
45 | - | - | - | - | 45 | - | - | - | 45 |
| Emilio Fano |
Standing Auditor |
01/01/2015 - 31/12/2015 |
Approval 2017 financ. stat |
30 | - | - | - | - | 30 | - | - | - | 30 |
| Maria Stella Brena |
Standing Auditor |
01/01/2015 - 31/12/2015 |
Approval 2017 financ. stat |
30 | - | - | - | - | 30 | - | - | - | 30 |
| Total | 1,318 | 122 | 488 | - | 31 1,959 | 617 | - | 350 | 2,926 | ||||
| Other (Key managers) A. Baroli () G. Caruso A. Facchini C. Finotti (*) |
|||||||||||||
| M. Gerli U. Giorcelli J. Pappalardo I. Pazzi (*) G. Pizzini |
Permanent | 2,607 | - | 1,563 | - | 299 4,469 | 2,503 | 104 | - | 7,076 | |||
| H. Ruch | |||||||||||||
| Total | 3,925 | 122 | 2,051 | 330 6,428 | 3,120 | 104 | 350 10,002 |
(*) The amount reported refers to the non-competition agreement signed by Amplifon and Franco Moscetti
(**) The amount reported refers to the assignment of the previous Board of Directors
(***) Employment ended on 1 February 2016
(****) Employment started on 16 March 2016
(*****) Employment started on 4 April 2016
Below are detailed stock options and stock grants awarded to the Board of Directors, General Managers and Key Managers.
Stock option
| the period | Options held at the beginning of | Options granted in the period |
period | Options exercised during the | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| First Name and Surname |
Office held |
Plan (and approval date) |
No. Of options |
Exercise price |
Exercise period |
No. of options |
No. of options |
Exercise price |
Market price at the exercise date |
Options held at the end of the period. |
FV options in FY 2016 (Euro/000) |
| Enrico Vita | CEO and Managing Director |
- | - | - | - | - | |||||
| Other key managers (Key |
(1/3) 30/09/2006 - 30/09/2016 |
||||||||||
| managers): A. Baroli (**) |
Plan 30 September 2005 |
125,000 | 5.697 | (1/3) 30/09/2007 - 30/09/2017 |
- 125,000 | 5.697 | 9.133 (*) | - | - | ||
| G. Caruso A. Facchini C. Finotti (***) |
(1/3) 30/09/2008 - 30/09/2018 |
||||||||||
| M. Gerli U. Giorcelli J. Pappalardo |
Plan 16 | (1/2) 17/12/2012 - 17/12/2017 |
|||||||||
| I. Pazzi (****) G. Pizzini H. Ruch |
December 2010 |
227,438 | 3.746 | (1/2) 17/12/2013 - 17/12/2018 |
- | 227,438 | 3.746 | 8.04 (*) | - | - | |
| Total | 352,438 | - 352,438 | - | - | |||||||
| Grand Total | 352,438 | - 352,438 | - | - |
(*) Weighted average of the market price of the underlying shares at the exercise date
(**) Employment ended on 1 February 2016
(***) Employment started on 16 March 2016
(****) Employment started on 4 April 2016
Stock grant
| Financial instruments granted in previous years and not vested during the |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name and surname |
Office held |
Plan (and approval date) |
period Num. of financial instruments |
Vesting period |
Num. of financial instruments |
FV at grant date |
Financial instruments granted in the period Vesting period |
Grant date | Market price on grant date |
| New Performance Stock Grant 28/04/2014 |
100,000 | June 2017 | |||||||
| Enrico Vita | CEO and Managing Director |
New Performance Stock Grant 29/04/2015 |
120,000 | June 2018 | |||||
| New Performance Stock Grant 27/04/2016 |
120,000 | 7.55 | June 2019 | 27/04/16 | 8.055 | ||||
| Total | 220,000 | 120,000 | |||||||
| Performance Stock Grant 15/03/2012 |
235,000 | June 2016 | |||||||
| Performance Stock Grant 02/05/2013 |
287,500 | June 2017 | |||||||
| Other key managers: A. Baroli () G. Caruso A. Facchini C. Finotti (*) |
New Performance Stock Grant 28/04/2014 |
395,000 | June 2017 | ||||||
| M. Gerli U. Giorcelli J. Pappalardo I. Pazzi (****) G. Pizzini |
New Performance Stock Grant 29/04/2015 |
390,000 | June 2018 | ||||||
| H. Ruch | New Performance Stock Grant 22/10/2015 |
30,000 | June 2018 | ||||||
| New Performance Stock Grant 27/04/2016 |
370,000 | 7.55 | June 2019 | 27/04/16 | 8.055 | ||||
| Total other key managers | 1,337,500 | 370,000 | |||||||
| Grand Total | 1,557,500 | 490,000 |
(*) Weighted average of the market price of the underlying shares at the exercise date
(**) Employment ended on 1 February 2016
(***) Employment started on 16 March 2016
(****) Employment started on 4 April 2016
| granted in previous years and not vested during the period Financial instruments granted in the period |
Financial instruments cancelled or |
Financial instruments vested during the period |
Financial instruments exercised during the period |
Financial instruments at |
Fair Value FY 2016 |
||
|---|---|---|---|---|---|---|---|
| Plan (and Num. of Num. of Office approval financial Vesting financial FV at grant Vesting Market price on held date) instruments period instruments date period Grant date grant date |
expired during the period |
Vested financial instruments not exercised |
Vested financial instruments exercised |
Num. of financial instruments |
Market price at exercise date |
the end of period | (Euro/000) |
| New Performance 100,000 June 2017 Stock Grant 28/04/2014 |
100,000 | 162 | |||||
| New CEO and Performance Managing 120,000 June 2018 Stock Grant Director 29/04/2015 |
120,000 | 229 | |||||
| New Performance 120,000 7.55 June 2019 27/04/16 8.055 Stock Grant 27/04/2016 |
120,000 | 226 | |||||
| 220,000 120,000 |
340,000 | 617 | |||||
| Performance Stock Grant 235,000 June 2016 15/03/2012 |
235,000 | 235,000 | 8.591(*) | - | 118 | ||
| Performance Stock Grant 287,500 June 2017 02/05/2013 |
287,500 | 246 | |||||
| New Performance 395,000 June 2017 Stock Grant 28/04/2014 |
395,000 | 639 | |||||
| 390,000 June 2018 |
80,000 | 310,000 | 745 | ||||
| 30,000 June 2018 |
30,000 | 58 | |||||
| 370,000 7.55 June 2019 27/04/16 8.055 |
50,000 | 320,000 | 696 | ||||
| 370,000 | 130,000 | 235,000 | 235,000 | 1,342,500 | 2,503 | ||
| 490,000 | 130,000 | 235,000 | 235,000 | 1,682,500 | 3,120 |
32. Guarantees provided, commitments and contingent liabilities
Guarantees provided to third parties
At 31 December 2016 the item included the following:
| (€ thousands) | 31/12/2016 | 31/12/2015 |
|---|---|---|
| Guarantees provided to third parties | 97,432 | 116,157 |
| Total | 97,432 | 116,157 |
With regard to the guarantees relating to financial liabilities recognized in the financial statements, only the amount of the guarantee in excess of the liability recognized in the financial statements is shown, in addition to the interest not yet paid (where present).
The guarantees provided include:
- the guarantee issued to the subscribers of the 2013-2025 private placements issued by Amplifon USA of €40,783 thousand;
- the guarantee issued by Amplifon USA and National Hearing Centres Pty to the investitors in the Eurobond 2013-2018 issued by Amplifon S.p.A in 2013, amounting to €20,641 thousand;
- pledges made to third parties relative to tenders and rental security deposits amounting to €3,560 thousand;
- surety bonds issued by Amplifon S.p.A. to the Revenue Office for VAT credits amounting to €24,672 thousand;
- miscellaneous guarantees, totaling €8,323 thousand, which include comfort letters issued on behalf of subsidiaries to third parties.
Obligations
Obligations with regard to future rent installments amounted at the 31 December 2016 to €255,554 thousand, of which €227,965 thousand relates to the lease of stores, €14,553 thousand relates to the rent of offices, €10,062 thousand relates to the operating leasing of cars and €2,974 thousand relates to other operating leasing. The average lease term is equal to 4.3 years.
Contingent liabilities and uncertainties
In November the suit filed against Amplifon by the owner of three stores leased to Amplifon Iberica (referred to beginning in 2015) complaining about the state of the property which was regularly returned by Amplifon Iberica in 2014 when the lease expired, along with other alleged breaches, was closed. Amplifon Iberica was not required to pay any damages.
Currently the Group is not subject to any other particular risks or uncertainties.
33. Transactions arising from untypical/unusual operations
Pursuant to Consob Communication of 28 July 2006, it should be noted that during 2016 the Group carried out no atypical and/or unusual transactions, as defined by the Communication.
34. Financial risks
With a view to structured management of treasury activities and financial risks, in 2012 the Group finalized and adopted a Treasury Policy which contains guidelines for the management of:
- currency risk;
- interest rate risk;
- credit risk;
- price risk;
- liquidity risk.
Currency risk
This includes the following types:
- foreign exchange transaction risk, that is the risk of changes in the value of a financial asset or liability, of a forecasted transaction or a firm commitment, changes due to exchange rate fluctuations;
- foreign exchange translation risk that is the risk that the translation of the assets, liabilities, costs and revenues relating to net investment in a foreign operation into the reporting currency gives rise to an exchange gain or loss.
The Amplifon Group's foreign exchange transaction risk is largely limited as each country is largely autonomous in the operation of its business, sustaining costs in the same currency as it realizes revenue, with the exception of Israel, where purchases are made in Euros and US dollars. The size, however, of the subsidiary with respect to the Group and the fact that the products purchased subject to currency risk represent only a small part of total costs, ensures that any significant currency volatility will not have a material impact on the subsidiary or the Group.
The foreign exchange transaction risk, therefore, derives primarily from intragroup transactions (medium-long term and short term loans, charge backs for intercompany service agreements) which result in currency risk for the companies operating in currencies other than that of the intragroup transaction. Additionally, investments in financial instruments denominated in a currency different from the investor's home currency can result in foreign exchange transaction risk. Foreign exchange translation risk arises from investments in the United States, United Kingdom, Switzerland, Hungary, Turkey, Poland, Israel, Australia, New Zealand, India, Egypt and Brazil.
The Group's strategy aims to minimize the impact of currency volatility on the income statement and calls for significant positions in foreign currency to be hedged against foreign exchange risk through specific derivative instruments. These include: (i) bonds issued in US dollars by Amplifon S.p.A. and subscribed by Amplifon USA Inc, (ii) intercompany loans in currency other than the Euro between Amplifon S.p.A. and the Group companies in the United Kingdom.
The intercompany loans between the Australian and New Zealand companies, between the American and Canadian companies, as well as the loan granted Amplifon S.p.A. to the English subsidiary, are considered equity investments insofar as the loans are non-interest-bearing and not expected to be repaid. The impact of exchange differences is recognized directly in the translation reserve at equity without passing through the income statement.
The risks arising from other intragroup transactions worth less than €1 million (or the equivalent if denominated in another currency) are not hedged as the amounts are not material.
In light of the above, during the year currency fluctuations did not result in significant foreign exchange gains or losses being recognized in the Amplifon Group's consolidated financial statements.
The foreign exchange translation risk, in accordance with the Group Treasury Policy, is not hedged. Overall the impact of the foreign exchange translation risk can be seen in the Group's Euro denominated EBITDA which dropped by 0.2 percentage points with respect to the Group's total EBITDA.
Interest rate risk
Interest rate risk includes the following situations:
- fair value risk, namely the risk that the value of a fixed rate financial asset or liability changes due to fluctuations in market interest rates;
- cash flow risk, namely the risk that the future cash flows of a floating rate financial asset or liability fluctuate due to changes in market interest rates.
In the Amplifon Group fair value risk arises on the issue of fixed rate bonds (private placement and Eurobond).The cash flow risk derives from floating rate bank loans.
The Group's strategy is to minimize cash flow risk, especially with respect to long-term exposures, through a balanced division between fixed- and floating-rate loans, judging whether to switch floating-rate borrowings to fixed-rate when each loan is taken out, as well as over the life of the loans including in light of the current market rates. In any event, at least 50% of the debt must be hedged against interest rate risk. At 31 December 2016, all the medium/long debt (€376 million at the hedging exchange rate) is linked to fixed rate capital market issues which to date have yet to be converted to floating rate debt as currently interest rates are low and the possibility that they will increase is limited. The risk, therefore, is that any conversions of debt from fixed to floating could result in financial costs that are, as a whole, higher with respect to the current fixed rate.
Credit risk
Credit risk is the risk that the issuer of a financial instrument defaults on its obligations resulting in a financial loss for the holder/investor.
In the Amplifon Group credit risk arises from:
- (i) sales made as part of ordinary business operations;
- (ii) the use of financial instruments that require settlement of positions with other counterparties;
- (iii) from the loans granted to members of the indirect channel and commercial partners in the United States and in Spain for investments and business development;
- (iv) from the residual amounts receivable for the sale of stores owned by the American subsidiary Sonus in the period 2010-2011 which were switched from the direct to the indirect channel.
With regard to the risk under (i) above, the only positions with a high unit value are amounts due from Italian public-sector entities for which the risk of insolvency - while existing - is remote and further mitigated by the fact that they are factored without recourse, on a quarterly basis, by specialized factoring companies. Conversely, the credit risk arising from sales to private individuals based on instalment payment plans is increasing, as is that arising from sales to US indirect channel firms (wholesalers and franchisees). This credit risk, however, is spread out over a number of partners and the amount owed by any single partner does not exceed a few million US dollars. Due to typical business risks, some may not be able to honor their debts. This would result in higher working capital and credit losses. While each subsidiary is responsible for collection of receivables, the Group has set up a centralized system of monthly reporting relative to trade receivables in order to monitor the composition and due dates for each country, and shares credit recovery initiatives and policies with local management. With regard to private customers, the majority of which do, however, use cash, payment options like installment plans or loans (with terms limited to a few months) are offered. These are managed by external finance companies, with the exception of Brazil which is not material for the Group as a whole, which advance the whole amount of the sale to Amplifon. The situation of the indirect channel in the US is closely monitored by local management.
The risk referred to in (ii) above, notwithstanding the inevitable uncertainties linked to sudden and unforeseeable counterparty default, is managed by diversifying the main national and international investment grade financial institutions and through the use of specific counterparty limits with regard to both liquidity invested and/or deposited and to the notional amount of derivative contracts. The counterparty limits are higher if the counterparty has a Standard & Poor's and Moody's short term rating equal to at least A-1 and P-1, respectively. The Group's CEO and CFO may not carry out transactions with non-investment grade counterparties unless specifically authorized to do so.
With regard to the risk referred to in (iii) above, in the event payments fail to be made on the stores sold, ownership will revert back to Amplifon, while the receivables referred to in (iv) above, are generally personally guaranteed by the beneficiaries and repayments are typically made when the invoices for the purchases of hearing aids are paid.
Price risk
This arises from the possibility that the value of a financial asset or liability may change due to changes in market prices (other than those caused by currency or interest-rate fluctuations) due to both characteristics specific to the financial asset or liability or the issuer, as well as market factors. This risk is typical of financial assets not listed on an active market, which may not be easy to liquidate at a level close to their fair value.
The Amplifon Group does not have investments in these kinds of instruments and, therefore, this risk currently does not exist.
Liquidity risk
This risk often arises when an entity is experiencing difficulty finding sufficient funds to meet its obligations and includes the risk that the counterparties that have granted loans or lines of credit may request repayment. This risk, which had become particularly significant due, initially, to the 2008 financial crisis and, more recently, to the sovereign debt crisis affecting the peripheral Euro zone countries and the single currency itself, while smaller, still exists.
In this situation the Group continues to pay the utmost attention to cash flow and debt management, maximizing the positive cash flow from operations, while also carefully monitoring credit lines, even though gross debt is entirely long term. More in detail, in the last part of 2016 the Group was granted €165 million in irrevocable five-year credit lines which, along with the liquidity recorded at year-end and without taking into account future cash flow, already guarantee full coverage of the first significant portion of debt falling due in July 2018.
We believe therefore, including in light of the positive cash flow that the Group continues to generate, that at least in the short term, liquidity risk is not significant.
Hedging instruments
Hedging instruments are used by the Group exclusively to mitigate, in line with company strategy, interest rate and currency risk and comprise exclusively financial derivatives. In order to maximize the effectiveness of these hedges the Group's strategy calls for:
- large counterparties with high credit ratings and transactions that fall within the limits determined in the treasury policy in order to minimize counterparty risk ;
- the use of instruments that match, to the extent possible, the characteristics of the risk hedged;
- monitoring of the effectiveness of the instruments used in order to check and, possibly, optimize the structure of the instruments used to achieve the purposes of the hedge.
The derivatives used by the Group are generally plain vanilla financial instruments. More in detail, the types of derivatives used include:
- cross currency swaps;
- foreign exchange forwards.
The Group's hedging strategy is reflected in the accounts as described above starting from the time when the following conditions are satisfied:
- the hedging relationship, its purpose and the overall strategy are formally defined and documented; the documentation includes the identification of the hedging instrument, the hedged item, the nature of the risk to be neutralised and the procedures whereby the entity will assess the effectiveness of the hedge;
- the effectiveness of the hedge may be reliably assessed and there is a reasonable expectation, confirmed by ex post evidence, that the hedge will be highly effective for the period in which the hedged risk is present;
- if the hedged risk is that there may be changes in cash flow arising from a future transaction, the latter is highly probable and has exposure to changes in cash flow that could affect profit and loss.
The Group does not have in place any hedges of a net investment.
35. Translation of foreign companies' financial statements
The exchange rates used to translate non-Euro zone companies' financial statements are as follows:
| 31 December 2016 | 31 December 2015 | |||
|---|---|---|---|---|
| Average exchange rate |
Year-end exchange rate |
Average exchange rate |
Year-end exchange rate |
|
| Australian dollar | 1.488 | 1.460 | 1.478 | 1.490 |
| Canadian dollar | 1.466 | 1.419 | 1.419 | 1.512 |
| New Zealand dollar | 1.589 | 1.516 | 1.593 | 1.592 |
| US dollar | 1.107 | 1.054 | 1.110 | 1.089 |
| Hungarian florin | 311.438 | 309.830 | 309.996 | 315.980 |
| Swiss franc | 1.090 | 1.074 | 1.068 | 1.084 |
| Egyptian lira | 11.071 | 19.211 | 8.552 | 8.520 |
| Turkish lira | 3.343 | 3.707 | 3.025 | 3.177 |
| New Israeli sheqel | 4.249 | 4.048 | 4.312 | 4.248 |
| Brazilian real | 3.856 | 3.431 | 3.700 | 4.312 |
| Indian rupee | 74.372 | 71.594 | 71.196 | 72.022 |
| British pound | 0.819 | 0.856 | 0.726 | 0.734 |
| Polish zloty | 4.363 | 4.410 | 4.184 | 4.264 |
36. Segment information
In accordance with IFRS 8 "Operating Segments", the schedules relative to each operating segment are shown below.
The Amplifon Group's business (distribution and personalization of hearing solutions) is organized in three specific geographical areas which comprise the Group's operating segments: Europe, Middle East and Africa - EMEA - (Italy, France, The Netherlands, Germany, the United Kingdom, Ireland, Spain, Portugal, Switzerland, Belgium, Luxemburg, Hungary, Egypt, Turkey, Poland and Israel), Americas (USA, Canada and Brazil) and Asia-Pacific (Australia, New Zealand and India).
The Group also operates via centralized Corporate functions (Corporate bodies, general management, business development, procurement, treasury, legal affairs, human resources, IT systems, global marketing and internal audit) which do not qualify as operating segments under IFRS 8.
These areas of responsibility, which coincide with the geographical areas (the Corporate functions are recognized under EMEA), represent the organizational structure used by management to run the Group's operations. The reports periodically analyzed by the Chief Executive Officer and Top Management are divided up accordingly, by geographical area.
Performances are monitored and measured for each operating segment/geographical area, through operating profit including amortization and depreciation (EBIT), along with the portion of the results of equity investments in associated companies valued using the equity method. Financial expenses are not monitored insofar as they are based on corporate decisions regarding the financing of each region (own funds versus borrowings) and, consequently, neither are taxes. Items in the statement of financial position are analyzed by geographical area without being separated from the Corporate functions which remain part of EMEA. All the information pertaining to the income statement and the statement of financial position is determined using the same criteria and accounting standards used to prepare the consolidated financial statements.
Income Statement – FY 2016 (*)
| (€ thousands) | EMEA | AMERICAS | APAC | CORPORATE | ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|---|
| Revenues from sales and services | 753,717 | 214,881 | 162,947 | 1,552 | - | 1,133,097 |
| Operating costs | (625,856) | (175,970) | (113,801) | (26,652) | - | (942,279) |
| Other income and costs | (1,188) | (160) | (71) | (2,540) | - | (3,959) |
| Gross operating profit by segment (EBITDA) | 126,673 | 38,751 | 49,075 | (27,640) | - | 186,859 |
| Amortisation, depreciation and impairment |
||||||
| Amortisation | (10,382) | (3,576) | (7,498) | (3,968) | - | (25,424) |
| Depreciation | (22,005) | (861) | (3,827) | (340) | - | (27,033) |
| Impairment and impairment reversals of non-current assets |
(7,285) | - | (68) | - | - | (7,353) |
| (39,672) | (4,437) | (11,393) | (4,308) | - | (59,810) | |
| Operating result by segment | 87,001 | 34,314 | 37,682 | (31,948) | - | 127,049 |
| Financial income, charges and value adjustments to financial assets |
||||||
| Group's share of the result of associated companies valued at equity |
419 | - | - | - | - | 419 |
| Other income and charges, impairment and revaluations of financial assets |
13 | |||||
| Interest income and charges | (17,942) | |||||
| Other financial income and charges | (1,011) | |||||
| Exchange gains and losses | (2,445) | |||||
| Gain (loss) on assets measured at fair value |
1,288 | |||||
| (19,678) | ||||||
| Net profit (loss) before tax | 107,371 | |||||
| Current and deferred income tax | ||||||
| Current income tax | (44,257) | |||||
| Deferred tax | 662 | |||||
| (43,595) | ||||||
| Total net profit (loss) | 63,776 | |||||
| Minority interests | 156 | |||||
| Net profit (loss) attributable to the Group | 63,620 |
(*) For the purpose of reporting on economic data by geographical area please note that the corporate structures are placed in EMEA.
Income Statement – FY 2015 (*)
| (€ thousands) | EMEA | AMERICAS | APAC | CORPORATE | ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|---|
| Revenues from sales and services | 688,057 | 198,494 | 146,897 | 529 | - | 1,033,977 |
| Operating costs | (584,907) | (161,460) | (101,364) | (27,922) | - | (875,653) |
| Other income and costs | 711 | 4,005 | 2,070 | 67 | - | 6,853 |
| Gross operating profit by segment (EBITDA) | 103,861 | 41,039 | 47,603 | (27,326) | - | 165,177 |
| Amortisation, depreciation and impairment |
||||||
| Amortisation | (10,341) | (3,715) | (7,128) | (3,387) | 619 | (23,952) |
| Depreciation | (21,277) | (716) | (4,188) | - | (619) | (26,800) |
| Impairment and impairment reversals of non-current assets |
(607) | (69) | (2,743) | - | - | (3,419) |
| (32,225) | (4,500) | (14,059) | (3,387) | - | (54,171) | |
| Operating result by segment | 71,636 | 36,539 | 33,544 | (30,713) | - | 111,006 |
| Financial income, charges and value adjustments to financial assets |
||||||
| Group's share of the result of associated companies valued at equity |
53 | - | 73 | - | - | 126 |
| Other income and charges, impairment and revaluations of financial assets |
1,461 | |||||
| Interest income and charges | (23,337) | |||||
| Other financial income and charges | (388) | |||||
| Exchange gains and losses | 2,681 | |||||
| Gain (loss) on assets measured at fair value |
(3,452) | |||||
| (22,909) | ||||||
| Net profit (loss) before tax | 88,097 | |||||
| Current and deferred income tax | ||||||
| Current income tax | (39,313) | |||||
| Deferred tax | (2,072) | |||||
| (41,385) | ||||||
| Total net profit (loss) | 46,712 | |||||
| Minority interests | (93) | |||||
| Net profit (loss) attributable to the Group | 46,805 |
(*) For the purpose of reporting on economic data by geographical area please note that the corporate structures are placed in EMEA.
Statement of Financial Position as at 31 December 2016 (*)
| (€ thousands) | EMEA | AMERICAS | APAC | ELIM. CONSOLIDATED | |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | |||||
| Goodwill | 298,310 | 84,310 | 252,512 | - | 635,132 |
| Intangible fixed assets with finite useful life | 82,392 | 17,400 | 62,114 | - | 161,906 |
| Tangible fixed assets | 98,968 | 3,884 | 16,942 | - | 119,794 |
| Investments valued at equity | 1,759 | - | - | - | 1,759 |
| Financial assets measured at fair value through profit and loss | 43 | - | - | - | 43 |
| Hedging instruments | 12,223 | - | - | - | 12,223 |
| Deferred tax assets | 37,287 | 651 | 2,806 | - | 40,744 |
| Other assets | 6,326 | 42,986 | 371 | - | 49,683 |
| Total non-current assets | 1,021,284 | ||||
| Current assets | |||||
| Inventories | 29,020 | 484 | 1,866 | - | 31,370 |
| Receivables | 121,423 | 41,225 | 10,097 | (3,305) | 169,440 |
| Hedging instruments | 35 | - | - | - | 35 |
| Cash and cash equivalents | 183,834 | ||||
| Total current assets | 384,679 | ||||
| TOTAL ASSETS | 1,405,963 | ||||
| LIABILITIES | |||||
| Net Equity | 557,660 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 399,166 | ||||
| Provisions for risks and charges | 31,745 | 26,709 | 887 | - | 59,341 |
| Liabilities for employees' benefits | 14,313 | 172 | 2,124 | - | 16,609 |
| Deferred taxes | 20,854 | 25,817 | 15,734 | - | 62,405 |
| Payables for business acquisitions | 2,052 | 35 | - | - | 2,087 |
| Other long-term debt | 25,513 | 27 | 587 | - | 26,127 |
| Total non-current liabilities | 565,735 | ||||
| Current liabilities | |||||
| Trade payables | 82,434 | 39,399 | 12,646 | (3,298) | 131,181 |
| Payables for business acquisitions | 11,671 | 2,814 | - | - | 14,485 |
| Other payables | 97,497 | 4,969 | 17,839 | (7) | 120,298 |
| Hedging instruments | 3 | - | - | - | 3 |
| Provisions for risks and charges | 2,346 | - | - | - | 2,346 |
| Liabilities for employees' benefits | 608 | 131 | - | - | 739 |
| Short-term financial liabilities | 13,516 | ||||
| Total current liabilities | 282,568 | ||||
| TOTAL LIABILITIES | 1,405,963 |
(*) The items in the statement of financial position are analyzed by the CEO and the Top Management by geographical area without being separated from the Coporate functions which are included in EMEA.
Statement of Financial Position as at 31 December 2015 (*) (**)
| (€ thousands) | EMEA | AMERICAS | APAC | ELIM. | CONSOLIDATED |
|---|---|---|---|---|---|
| ASSETS | |||||
| Non-current assets | |||||
| Goodwill | 250,714 | 74,125 | 247,311 | - | 572,150 |
| Intangible fixed assets with finite useful life | 61,082 | 14,556 | 65,775 | - | 141,413 |
| Tangible fixed assets | 83,666 | 3,466 | 15,543 | - | 102,675 |
| Investments valued at equity | 1,433 | - | - | - | 1,433 |
| Financial assets measured at fair value through profit and loss | 29 | - | - | - | 29 |
| Hedging instruments | 11,526 | - | - | - | 11,526 |
| Deferred tax assets | 37,160 | 1,117 | 2,466 | - | 40,743 |
| Other assets | 4,673 | 40,091 | 336 | - | 45,100 |
| Total non-current assets | 915,069 | ||||
| Current assets | |||||
| Inventories | 26,983 | 262 | 1,711 | - | 28,956 |
| Receivables | 103,091 | 38,323 | 6,877 | (2,496) | 145,795 |
| Hedging instruments | 451 | - | - | - | 451 |
| Cash and cash equivalents | 196,714 | ||||
| Total current assets | 371,916 | ||||
| TOTAL ASSETS | 1,286,985 | ||||
| LIABILITIES | |||||
| Net Equity | 500,165 | ||||
| Non-current liabilities | |||||
| Medium/long-term financial liabilities | 394,152 | ||||
| Provisions for risks and charges | 25,406 | 23,817 | 830 | - | 50,053 |
| Liabilities for employees' benefits | 13,806 | 175 | 1,590 | - | 15,571 |
| Hedging instruments | - | - | - | - | - |
| Deferred taxes | 15,223 | 23,564 | 16,908 | - | 55,695 |
| Payables for business acquisitions | 5,384 | 66 | - | - | 5,450 |
| Other long-term debt | 21,324 | 15 | 369 | - | 21,708 |
| Total non-current liabilities | 542,629 | ||||
| Current liabilities | |||||
| Trade payables | 67,532 | 37,219 | 11,080 | (2,488) | 113,343 |
| Payables for business acquisitions | 4,515 | 66 | - | - | 4,581 |
| Other payables | 86,118 | 3,546 | 19,729 | (8) | 109,385 |
| Hedging instruments | 6 | - | - | - | 6 |
| Provisions for risks and charges | 1,646 | - | - | - | 1,646 |
| Liabilities for employees' benefits | 937 | 88 | - | - | 1,025 |
| Short-term financial liabilities | 14,205 | ||||
| Total current liabilities | 244,191 | ||||
| TOTAL LIABILITIES | 1,286,985 |
(*) The items in the statement of financial position are analyzed by the CEO and the Top Management by geographical area without being separated from the Coporate functions which are included in EMEA.
(**) In accordance with IAS 8 the comparative figures for EMEA were restated as shown in the following table, while details relative to the Group figures are shown on page 123.
| (€ thousands) | 31/12/2015 Revised |
31/12/2015 Reported |
Change |
|---|---|---|---|
| Provisions for risks and charges (non-current portion) | 25,406 | 23,760 | 1,646 |
| Other long-term debt | 21,324 | 2,216 | 19,108 |
| Other payables | 86,118 | 107,140 | (21,022) |
| Provisions for risks and charges (current portion) | 1,646 | 1,378 | 268 |
| Total | 134,494 | 134,494 | - |
37. Accounting policies
37.1. Presentation of financial statements
The condensed consolidated interim financial statements at 31 December 2016 have been prepared in accordance with the historical cost convention with the exception of derivative financial instruments, certain financial investments measured at fair value, as more fully explained hereafter, as well as on the going concern assumption.
The following table lists the international accounting standards and the interpretations approved by IASB and endorsed to be adopted in Europe and applied for the first time in the financial year under review.
| Description | Endorsement date |
Publication in O.J.E.C. |
Effective date |
Effective date for Amplifon |
|---|---|---|---|---|
| Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities |
22 Sept '16 | 23 Sept '16 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Amendments to IAS 27: equity method in separate financial statements |
18 Dec '15 | 23 Dec '15 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Amendments to IAS 1- Disclosure initiative | 18 Dec '15 | 19 Dec '15 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Annual Improvements to IFRSs 2012–2014 Cycle | 15 Dec '15 | 16 Dec '15 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Amendments to IAS 16 and IAS 38: clarification of acceptable methods of depreciation and amortization |
2 Dec '15 | 3 Dec '15 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Amendments to IFRS 11: accounting for acquisitions of interests in Joint Operations |
24 Nov '15 | 25 Nov '15 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Amendments to IAS 16 and IAS 41: bearer plants | 23 Nov '15 | 24 Nov '15 | Financial years beginning on or after 1 Jan '16 |
1 Jan '16 |
| Defined benefit plans: employee contributions (amendments to IAS 19) |
17 Dec '14 | 9 Jan '15 | Financial years beginning on or after 1 Feb '15 |
1 Jan '16 |
| Annual improvements to IFRSs 2010-2012 | 17 Dec '14 | 9 Jan '15 | Financial years beginning on or after 1 Feb '15 |
1 Jan '16 |
The adoption of these principles does not significantly affect the valuation of assets, liabilities, costs and revenues of the Group.
Amendments to IFRS 10, IFRS 12 and IAS 28 introduce minor clarifications to the requirements when accounting for investment entities.
The modifications to the IFRS 10 confirm the exemption from the preparation of consolidated financial
statements for an intermediate parent (which is not an investment entity itself) controlled by an investment entity.
For what concerned IAS 28, the amendments clarify that any interest held in related companies or joint ventures, which are investment entity themselves, could be evaluated with the equity or fair value method.
The amendment to IAS 27 "Equity method in the separate financial statements", has introduced the equity method as accounting option to recognize investments in subsidiaries, associates and joint ventures, whereas previously the IAS 27 stated that they were valued at cost or in accordance with IFRS 9 (IAS 39 for companies that have not adopted IFRS 9).
The amendments to IAS 1 "Disclosure Initiative (Amendments to IAS 1)" clarify certain aspects with regard to the presentation of financial statements stressing the emphasis on the significance of the disclosures of the financial statements, making clear that it is no longer provided for a specific order for the presentation of the notes on the balance sheet and allowing the possibility of aggregate/disaggregate items so that the line items provided at least in IAS 1 can be aggregated if deemed insignificant.
The "Annual improvements to IFRSs 2012-2014 Cycle" include amendments to different standards relating to sections that were unclear. In detail the amendments relate to the following:
- with the amendment to IAS 19 "Employee Benefits", the IASB clarified that the discount rate of a bond for defined benefit plans must be determined on the basis of "high - quality corporate bonds or government bonds" denominated the same currency used to pay benefits;
- IFRS 7 "Financial Instruments: Disclosures": the IASB has clarified that an entity which transferred the financial instruments and has derecognized them entirely from its own balance sheet - is obligated to provide the information required by reference to his continuing involvement if applicable. Furthermore the disclosures required by IFRS 7 with reference to offsetting of financial assets and liabilities are required only in relation to the annual financial statements and will be disclosed, in interim financial statements, if deemed to be necessary;
- with the amendment to IAS 34, the IASB clarified that the additional disclosures required by this standard can be included in the notes to the interim financial statements or can be included in other documents (such as risk reports), inserted through referrals in the interim financial statements, provided that users of the interim financial statements will have access to the same conditions and at the same time the interim financial statements.
The "Annual improvements to IFRSs 2012-2014 Cycle" also include amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, which are not currently relevant for the Amplifon Group.
With the amendments to IAS 16 "Property, plant and equipment" and IAS 38 "Intangible assets", IASB clarified that revenue-based amortization cannot be used for property, plant and equipment, insofar as this method is based on factors, such as volumes and sale prices, that do not reflect the actual consumption of the economic benefits pertaining to the underlying asset.
The objective of IFRS 11 "Accounting for acquisitions of interests in joint operations" is to clarify the accounting treatment of acquisitions of interests in jointly run business operations.
Amendments to IAS 16 "Property, plant and equipment" and IAS 41 "Agriculture", refer to the accounting of fruit trees.
The amendment to IAS 19 "Employee benefits" relates to the accounting of defined benefit plans that call for third party or employee contributions.
The "Annual improvements to IFRSs 2010-2012 Cycle" include amendments to different standards relating to sections of a few standards that were unclear. In detail:
- with the amendments to IFRS 2 "Share-based Payment", the IASB has clarified the criteria and characteristics that must comply with a "performance condition";
- with the amendment to IFRS 3 "Business Combinations", the IASB clarified the aspects of classification and valuation of contingent consideration;
- with the amendment to IFRS 8 "Operating Segments", the IASB introduced a new reporting requirement, that is a brief description of the operating segments that have been aggregated and the economic indicators that have been used for such aggregation and made it clear that the reconciliation of activities of the reportable operating segments with total assets of the entity it is required only in cases where such information is provided regularly by the entity's chief operating decision maker ("CODM");
- with the amendment to IFRS 13, the IASB clarified that the amendments to IAS 39 subsequent to the publication of IFRS 13 had not intended to exclude the possibility of assessing receivables and shortterm debts without taking into account the discounting effect, if such effect is considered immaterial. The amendments to IFRS 13, since they relate only to the Basis for Conclusions, are not subject to approval by the European Union;
- with the amendments to IAS 16 and IAS 38, the IASB has clarified the application of the revaluation method required by the above-mentioned principles;
- with the amendment to IAS 24, the IASB has extended the definition of "related party" to "management companies".
With respect to the presentation of the financial statements, the following should be noted:
- statement of financial position: the Group distinguishes between current and non-current assets and liabilities;
- income statement: the Group classifies costs by nature, as such classification is deemed to be more representative of the mainly commercial and distribution activities carried out by the Group;
- statement of comprehensive income (loss): this includes the net result of the period and the effects of changes in exchange rates, the cash flow hedge reserve and actuarial gains and losses that are recognised directly in net equity; those items are disclosed on the basis of whether they will potentially be reclassified subsequently to profit or loss;
- statement of changes in net equity: the Group includes all changes in net equity, including those arising from transactions with the shareholders (dividend distributions, increases in share capital);
- cash flow statement: this is prepared using the indirect method for defining cash flows deriving from operating activities.
37.2. Use of estimates in preparing the financial statements
Preparation of the financial statements schedules and explanatory notes required the use of estimates and assumptions in respect of the following items:
- provisions for impairment, calculated on the basis of the asset's estimated realisable value;
- provisions for risks and charges, calculated on the basis of a reasonable estimate of the amount of the potential liability, not least in relation to any claim made by the counterparty;
- provisions for obsolescence, in order to adjust the carrying value of inventory to reflect realisable value;
- provisions for employee benefits, recognised on the basis of the actuarial valuations made;
- amortisation and depreciation, recognised on the basis of the estimated remaining useful life and recoverable amount;
- income tax, which is recognised on the basis of the best estimate of the expected tax rate for the full year;
- IRSs and currency swaps (instruments not traded on regulated markets), marked to market at the reporting date based on the yield curve and exchange rate fluctuations and subject to credit/debit valuation adjustments, which are supported by market quotations.
Estimates are periodically reviewed and any adjustments due to changes in the circumstances which determined such estimates or additional information are recognised in the income statement. The use of reasonable estimates is an essential part of the preparation of the financial statements and does not affect their overall reliability.
The Group tests goodwill for impairment at least once a year. This requires an estimation of the value in use of the cash-generating unit to which the goodwill pertains. This calculation requires estimating of future cash flows and the after-tax discount rate reflecting market conditions at the date of the valuation.
37.3. Future accounting principles and interpretations
International accounting standards and the interpretations approved by IASB and endorsed in Europe
The following table lists the international accounting standards and the interpretations approved by IASB and to be adopted in Europe after 31 December 2016:
| Description | Endorsement date |
Publication in O.J.E.C. |
Effective date |
Effective date for Amplifon |
|---|---|---|---|---|
| IFRS 9: Financial Instruments | 22 Nov '16 | 22 Nov '16 | Financial years beginning on or after 1 Jan '18 |
1 Jan '18 |
| IFRS 15 Revenue from contracts with customers and related Amendment (Effective Date of IFRS 15) |
22 Sep '16 | 29 Oct '16 | Financial years beginning on or after 1 Jan'18 |
1 Jan '18 |
The issue of the definitive version of IFRS 9 "Financial instruments" completed the project to revise the accounting standard relating to financial instruments. The new standard: (i) changes the way in which financial assets are classified and measured; (ii) introduces the concept of expected credit losses as one of the variables to be considered in the measurement and impairment of financial assets (iii) changes the hedge accounting model. The Group does not expect that the adoption of this new standard will result in material impact in the measurement of assets, liabilities, revenues and costs of the Amplifon Group.
IFRS 15 "Revenue from contracts with customers", the company must recognize revenue when the control of the goods or services is transferred to the customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard introduces a five step model to be used to analyse and recognize revenue in relation to the timing and the amount.
The Group has started an assessment in collaboration with a primary consultancy firm in order to identify for each area impacted by the Standard, the required accounting treatment. The application of the principle would have impacts primarily on methods and timing of revenue recognition for after-sale services, warranties and costs classified as contract cost. In accordance with the current state of the analysis, any possible impact derived from the application of the principle is not currently estimable.
International accounting standards and the interpretations approved by IASB not yet endorsed in Europe
Below are the International Financial Reporting Standards, interpretations, amendments to existing standards and interpretations, or specific provisions contained in the standards and interpretations approved by the IASB which on 20 February 2017 had not yet been endorsed for adoption in Europe.
| Description | Effective date |
|---|---|
| IFRS 14 regulatory deferral accounts (issued on 30 January 2014) | Financial years beginning on or after 1 Jan '16 |
| IFRS 16 Leases (Issued on 13 January 2016) | Financial years beginning on or after 1 Jan '19 |
| Amendments to IFRS 10 and IAS 28: sale or contribution of assets between an Investor and its associate or joint venture (issued on 11 September 2014) |
Deferred awaiting definition |
| Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealized Losses (Issued on 19 January 2016) |
Financial years beginning on or after 1 Jan '17 |
| Amendments to IAS 7: Disclosure Initiative (issued on 29 January 2016) | Financial years beginning on or after 1 Jan '17 |
| Clarifications to IFRS 15 Revenue from Contracts with Customers (issued on 12 April 2016) | Financial years beginning on or after 1 Jan '18 |
| Amendments to IFRS 2: Classification and Measurement of Share based Payment Transactions (issued on 20 June 2016) |
Financial years beginning on or after 1 Jan '18 |
| Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (issued on 12 September 2016) |
Financial years beginning on or after 1 Jan '18 |
| Annual Improvements to IFRS Standards 2014-2016 Cycle (issued on 8 December 2016) | Financial years beginning on or after 1 Jan '17/18 |
| IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration (issued on 8 December 2016) |
Financial years beginning on or after 1 Jan '18 |
| Amendments to IAS 40: Transfers of Investmenty Property (issued on 8 December 2016) | Financial years beginning on or after 1 Jan '18 |
With the publication of the new accounting standard IFRS 16 "Leases", the IASB replaces the accounting rules provided by IAS 17 and the IASB requires that all leases should be recognized in the balance sheet as assets and liabilities are they "financial", whether "operative".
With reference to IFRS 16 Amplifon Group is continuing the analysis in order to determine the future impacts on the consolidate financial statements and to identify the solution to implement on the information systems. For a first evidence of the magnitude of the expected impacts of the adoption of IFRS 16 refer to note 32 "Guarantees, commitments and contingent liabilities" where the future commitments for operating lease are exposed, and to note 23 "operating costs" rental cost for shops, offices and other property are displayed.
With regard to other standards and interpretations detailed below, it is not expected that the adoption will significantly affect the valuation of assets, liabilities, costs and revenues of the Group.
IFRS 14 "Regulatory deferral accounts" relates to rate regulated activities, namely sectors subject to regulated tariffs.
The amendments to IFRS 10 "Consolidated financial statements" and IAS 28 "Investments in associates and joint ventures" resolved a conflict between the two standards relating to the accounting to be used when a parent entity sells or transfers a subsidiary to another entity subject to joint control ("joint venture") or "significant influence" ("associate entity").
Amendments to "IAS 12: recognition of deferred tax assets for unrealized losses" clarifies how to account for deferred tax assets related to debt instruments measured at fair value.
IFRS 15 "Revenue from Contracts with Customers-Clarifications to IFRS 15" issued by the IASB, is aimed to clarify and simplify few dispositions, in order to reduce the costs and the complexity for those entity whose apply for the first time the new Standard.
"Amendments to IAS 7: Disclosure Initiative" improves the information provided to users of financial statements about an entity's financing activities. The standard has been revised as a consequence of the amendments introduced to IAS 1, in order to ensure coherence between the international accounting standard.
The amendments to IFRS 2 "Classification and Measurement of Share-based Payment Transactions" specifies the accounting treatments for share-based payment transactions.
"IFRS 4 Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts" is intended to address concerns arising from implementing the new financial instruments Standard, IFRS 9, before implementing the replacement Standard that the Board is developing.
The International Accounting Standards Board (the Board) has published several amendments to the current standards, and one IFRIC interpretation, in order to clarify several dispositions, such as:
- "Annual Improvements to IFRS Standards 2014-2016 Cycle" related to IFRS 1, IFRS 12 and IAS 28;
- IFRIC Interpretation 22 "Foreign Currency Transactions and Advance Consideration"; and
- The amendments to IAS 40 "Investment Property: Transfers of Investment Property".
37.4. Subsidiaries
The consolidation area includes companies which are controlled by the Group. Control is defined as the power to influence the financial and operating policies of a company. The existence of control over a company is determined on the basis of: (i) voting rights, including potential ones, that the Group is entitled to and by virtue of which the Group may exercise the majority of the votes that can be cast at the ordinary Shareholders' meeting; (ii) the content of possible agreements between shareholders or the existence of specific clauses in the entity's by-laws which grant the Group the power to manage the company; (iii) control by the Group of a sufficient number of votes to exercise de facto control in the Shareholders' meeting of the company.
Income statement items are included in the consolidated financial statements starting from the date control is acquired and up to the date such control ceases. All payables and receivables, as well as the revenue and expense items deriving from transactions between companies included in the consolidation are eliminated entirely; capital gains and losses deriving from transfers of assets between consolidated companies are also eliminated, as are the profits and losses arising from transfers of assets between consolidated companies that come to form inventories of the acquiring company, write-downs and reversals of holdings in consolidated companies, and intragroup dividends. Assets, liabilities, costs and revenues of subsidiaries are recorded in full, allocating to minority shareholders their share of net equity and of the net result.
The financial statements of subsidiaries are adjusted in order to make the measurement criteria consistent with those adopted by the Group.
The closing dates of subsidiaries are aligned with that of the Parent company; where this is not the case, the subsidiaries prepare appropriate financial statements for consolidation purposes.
37.5. Jointly-controlled companies
A joint control arrangement is an agreement based on which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
There are two types of joint control arrangements: joint operations or joint ventures.
In a joint operation agreement the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. These parties are referred to as joint operators and each joint operator recognizes the pertinent share of assets, liabilities, costs and revenue relative to the jointly operated activity.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Those parties are called joint venturers. A joint venturer recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method.
37.6. Associated companies
Investments in associates are accounted for using the equity method. A company is considered an associate if the Group participates in decisions relating to the company's operating and financial policies even if the latter is not a subsidiary nor subject to joint control. Under the equity method, on initial recognition, the investment in an associate is recognized at cost in the balance sheet and the carrying amount is increased or decreased to recognize the investor's share of the profit or loss of the investee after the date of acquisition. The goodwill relating to the associate is included in the carrying amount and is not subject to amortization. The profits generated as a result of transactions carried out by the Group with associates are eliminated to the extent of the Group's interest in the associate. The financial statements of companies accounted for based on the equity method are adjusted to be in line with the Group's accounting policies.
37.7. Business combinations
Business combinations are accounted for in the financial statements as follows:
- acquisition cost is determined on the basis of the fair value of assets transferred, liabilities taken over, or the shares transferred to the seller in order to obtain control;
- acquisition- costs related to business combinations are recognised in the income statement for the period in which the costs were incurred;
- the fair value of the shares transferred is determined according to the market price at the exchange date;
- where the agreement with the seller provides for a price adjustment linked to the profitability of the business acquired, over a defined timeframe or at a pre-established future date (earn-out), the
adjustment is included in the acquisition price as of the acquisition date and is valued at fair value as at the date of acquisition;
- at the acquisition date, the assets and liabilities, including contingent ones, of the acquired company are recognised at their fair value at that date. When determining the value of these assets we also consider the potential tax benefits applicable to the jurisdiction of the acquired company;
- when the values of assets, liabilities and contingent liabilities recorded differ from their corresponding tax base at the acquisition date, deferred tax assets and liabilities are recognised;
- any difference between the acquisition cost of the investment and the corresponding share of net assets acquired is recorded as goodwill, if positive, conversely it is charged to the income statement, if negative;
- income items are included in the consolidated financial statements starting from the date control is acquired and up to the date control ceases.
37.8. Functional currency, presentation currency
and translation criteria applied to foreign currency items
The consolidated financial statements of the Amplifon Group are presented in Euros, the functional currency of the parent company, Amplifon S.p.A.
The financial statements of subsidiaries and jointly-controlled companies are prepared in the functional currency of each company. When this currency differs from the reporting currency of the consolidated financial statements, the financial statements are translated using the current exchange rate method: income statement items are translated using the average exchange rates of the year, asset and liability items are translated using year-end rates and net equity items are translated at historical rates. Exchange differences are recorded under "translation difference" in the consolidated net equity; when the company is disposed of, the cumulative differences booked in net equity are taken to the income statement.
Foreign currency transactions are recorded at the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currency are translated at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currency and valued at cost are reported at the exchange rate used upon initial recognition. Non-monetary assets and liabilities denominated in foreign currency and valued at fair value, at recoverable value, or realizable value, are translated using the exchange rate of the date when the value was determined.
Any exchange rate differences arising from the settlement of monetary assets and liabilities or from the translation at exchange rates that are different from those used upon initial recognition, during the year or in previous financial statements, are recognised in the income statement.
37.9. Intangible fixed assets
Intangible assets purchased separately and those acquired through business combinations carried out prior to the adoption of the IFRS are initially measured at cost, whilst those acquired through business combinations completed after the date of transition to the IFRS, are initially measured at fair value. Expenditure incurred after the initial acquisition is recorded as an increase in the cost of the intangible asset to the extent that the expenditure can generate future economic benefits.
Intangible assets having a finite useful life are amortised systematically along their useful life and
written down for impairment (see § 37.12). Amortisation begins when the asset is available for use and ceases at the time of termination of the useful life or when the asset is classified as held for sale (or included in a disposal group classified as held for sale). Both the useful life and the amortisation criterion are periodically reviewed and, where significant changes have occurred compared to the previously adopted assumptions, the amortisation charge for the current year and subsequent ones is adjusted.
The periods of amortisation are shown in the following table:
| Asset type | Years |
|---|---|
| Software | 1- 5 |
| Licences | 2-15 |
| Non-competition agreements | 5 |
| Customer lists | 6-20 |
| Trademarks and concessions | 3-15 |
| Other | 2-5 |
37.10. Goodwill
Goodwill is recognised in the financial statements following business combinations and is initially recorded at cost, which is the excess of the cost of acquisition over the Group's share in the fair values of the assets, liabilities and contingent liabilities acquired.
Goodwill is classified as an intangible asset. As of the acquisition date, the goodwill acquired in a business combination is allocated to each of the acquirer's cash-generating units or groups of cashgenerating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are allocated to those units or groups of units.
Subsequent to initial recognition, goodwill is not amortised but valued at cost less any cumulative impairment losses (see § 37.12).
37.11. Tangible assets
Tangible fixed assets are recorded at purchase or production cost, inclusive of accessory costs that are directly attributable to the assets. Operating assets acquired under finance lease agreements whereby all risks and benefits of ownership are substantially transferred to the Group are recognised at the time of signing the agreement (finance lease) at the lower of their fair value and the present value of the minimum payments due under the lease terms. A liability equal to the amount due to the lessor is recorded under financial liabilities.
Leases where the lessor does not substantially transfer all the risks and rewards of ownership associated with the assets are classified as operating leases. The costs incurred for operating leases are recognised in the income statement on a straight-line basis over the term of the lease.
The value upon initial recognition of tangible fixed assets, or their significant elements (except for land), net of their residual value, is depreciated on a straight-line basis over their useful life and is written down for impairments (see § 37.12). Depreciation starts when the asset becomes available for use and ceases at the time of termination of the useful life or when it is classified as held for sale (or included as part of a disposal group classified as held for sale). The useful life and the depreciation rate, as well as the residual value, are periodically reviewed and, where significant changes have occurred compared to the previously adopted assumptions, the depreciation charge for the current year and subsequent ones is adjusted.
Maintenance costs that do not add value to an asset are charged to the income statement in the year in which they are incurred. Maintenance costs that add value to an asset are recorded with the fixed asset item to which they relate and are depreciated on the basis of the future residual useful life of the asset.
Leasehold improvements, such as to premises, shops and branches held under operating leases, are capitalised and depreciated over the shorter of the term of the lease and the useful life of the tangible asset installed.
The periods of depreciation are shown in the following table:
| Asset type | Years |
|---|---|
| Buildings, constructions and leasehold improvements | 3-25 |
| Plant and machinery | 4-13 |
| Industrial and commercial equipment | 5-10 |
| Motor vehicles | 4-8 |
| Computers and office machinery | 2.5-7 |
| Furniture and fittings | 3-10 |
| Other tangible fixed assets | 5-8 |
37.12. Impairment of intangible fixed assets, tangible fixed assets, investments in associated companies and goodwill
The Group verifies the recoverable value of an asset whenever an impairment indicator exists and, for intangible fixed assets with an indefinite life, other tangible assets and goodwill, the assessment is carried out yearly. The recoverable value is defined as the higher of the asset's fair value less costs to sell and its value in use.
Fair value is the price that would be received to sell an asset or paid to transfer a liability (in an orderly transaction between market participants (at the measurement date).
Value in use is determined by reference to the present value of the future estimated cash flows that are expected to be generated by the continued use of an asset and its disposal at the end of its useful life, discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the specific risks associated with the asset. Where the value in use of a single asset cannot be determined due to the fact that the asset does not generate independent cash flows, the value in use is estimated by reference to the cash-generating unit that the asset relates to.
With regard to goodwill, the impairment test is performed for the smallest cash-generating unit that the goodwill relates to and which is used by the Group to evaluate, either directly or indirectly, the return on the investment which includes the goodwill itself.
Impairment losses are recognised in the income statement when the carrying value of the asset is higher than its recoverable value. Except for goodwill, for which impairment losses cannot be reversed, when there is an indication that an impairment loss is no longer justified or may have decreased, the carrying value of the asset is adjusted to its recoverable value. The increased carrying value of an asset due to an impairment reversal does not, however, exceed the carrying value that the asset would have had (net of the write-down or depreciation) if the impairment had not been recognised in previous years. The reversal is immediately recognised in the income statement.
37.13. Financial assets and liabilities
37.13.1 Financial assets (excluding derivatives)
Financial assets are initially recognised in the financial statements, at the transaction date, at their fair value. This value is increased by the transaction costs that are directly attributable to the purchase of the asset, excluding ancillary costs related to the purchase of financial assets held for trading that are recognised in the income statement when incurred.
Subsequent to initial recognition, the accounting treatment of financial assets depends on their functional destination:
- financial assets held for trading, acquired for the purpose of generating short-term gains from price fluctuations, are measured at fair value and any gains and losses arising from the changes in fair value are included in the income statement;
- receivables and loans represented by non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are valued at amortised cost using the effective interest rate method and written down for impairment; any impairment losses are measured as the difference between the carrying amount of the receivable and the present value of estimated future cash flows based on the original effective interest rate of the financial asset; the amount of the impairment loss is charged to provision if it originated from revising an estimate, or is charged directly against the asset's carrying value in the event that it is related to a finally determined loss, and is recognised in the income statement. If in a subsequent period the amount of the impairment loss is reduced and such reduction can be objectively traced to an event occurring after the impairment was recognised, the impairment loss may be reversed up to its amortised cost by using provisions if it originated from revising an estimate, or it is charged directly against the asset's carrying value in the event that it is related to a finally determined loss, and is recognised in the income statement. Impairment losses are recognised where there are objective difficulties in recovering receivables, e.g. (i) financial difficulties experienced by the debtor, (ii) non-payment of several instalments under the contract and/or significantly delayed payment of instalments or (iii) the significant age of the receivables;
- shares and other securities which do not fall into the above categories are classifed as financial assets measured at fair value through profit or loss. Such classification is in line with the Group strategy which requires the return on such assets to be managed and measured at fair value.
Financial assets are derecognised from the financial statements when the related contractual rights expire, or when Amplifon S.p.A. substantially transfers all the risks and rewards of ownership associated with the financial asset. In the latter case the difference between the sale consideration and the net book value of the asset sold is recognised in the income statement.
37.13.2. Financial liabilities (excluding derivatives)
Financial liabilities include financial payables, lease obligations and trade payables.
Financial payables are initially recognised at fair value less any directly attributable transaction costs. Lease obligations are initially recognised at the fair value of the operating assets that are the subject of the agreements or, if lower, at the present value of the minimum payments due. Trade payables are generally recorded at nominal value except in those cases where the fair value of the consideration significantly differs from the nominal value.
Subsequent to initial recognition, the financial liabilities are valued at the amortised cost; the difference between the initial book value and the repayment value is recognised in the income statement using the effective interest rate method.
When a financial liability is hedged against interest rate risk in a fair value hedge, any changes in fair value due to the hedged risk are not included in the calculation of the amortised cost. These changes are amortised starting from the moment fair value hedge accounting is discontinued (§ 37.22).
Financial liabilities are derecognised when the underlying obligation is extinguished, cancelled or fulfilled.
37.13.3. Derivative financial instruments
The Group enters into derivative financial instruments for the purpose of neutralizing the financial risks it is exposed to and which it decides to hedge in accordance with its adopted strategy (see § 34).
The documentation which formalises the hedging relationship for the purpose of the application of hedge accounting includes the identification of:
- hedging instrument;
- hedged item or transaction;
- nature of the risk;
- methods that the company intends to adopt to assess the hedge effectiveness in offsetting the exposure to changes in the fair value of the hedged item or the cash flows associated with the risk that is hedged against.
On initial recognition these instruments are measured at fair value. On subsequent reporting dates the fair value of derivatives must be re-measured and:
- (i) if these instruments fail to qualify for hedge accounting, any changes in fair value that occur after initial recognition are taken to profit and loss;
-
(ii) if these instruments qualify as fair value hedges, from that date any changes in the fair value of the derivative are taken to profit and loss; at the same time, any fair value changes due to the hedged risk are recorded as an adjustment to the book value of the hedged item and the same amount is recorded in the income statement; any ineffectiveness of the hedge is recognised in profit and loss in an item separate from that in which changes in the fair value of the hedging instrument and the hedged item are recognised;
-
(iii) if these instruments qualify as cash flow hedges, starting from that date, any changes in the fair value of the derivative are recognised in net equity, but only to the extent of the effective amount of the hedge, with the amount of any hedge ineffectiveness being recognised in the income statement; changes in the fair value of the derivative that are recognised in net equity are subsequently transferred to the income statement in the period in which the transaction that is hedged against affects the income statement; when the hedged item is the purchase of a non financial asset, changes to the fair value of the derivative taken to equity are reclassified and adjusted according to the purchase cost of the asset which is the hedged item (referred to as basis adjustment);
- (iv) if these instruments qualify as hedges of net investment of a foreign operation, starting from that date any changes in the fair value of the derivative are adjusted as part of the "translation difference", to the extent of the effective amount of the hedge and the ineffective portion is charged to the income statement;
- (v) hedging is carried out by the designated instrument, considered as a whole. In the case of options or forward contracts, however, only part of the derivative instrument is designated as the hedging instrument; the remainder is recognised in the income statement. More specifically, in the case of options, only the changes in fair value due to changes in the intrinsic value are designated as hedging instrument; conversely, fair value changes of options due to changes in the time value are recognised in the income statement and are not considered in the assessment of the hedge effectiveness. In the case of forward contracts, only changes in fair value due to changes in the spot rate are designated as a hedging instrument; conversely the fair value changes due to changes in the forward points are recognised in the income statement and are not considered in the assessment of the hedge effectiveness.
If the hedge becomes ineffective or the Group changes its hedging strategies, hedge accounting is discontinued. In particular, hedge accounting is discontinued prospectively when the hedge becomes ineffective or when there is a change in the hedging strategies.
If, in a fair value hedge, the hedged item is a financial instrument measured using the effective interest rate method, the adjustments made to the book value of the hedged item are amortised starting from the date when fair value hedge accounting is discontinued and the hedged item is no longer adjusted for fair value changes attributable to the hedged risk.
Financial instruments hedging exchange rate risk due to forecasted transactions and firm commitments are represented on the statement of financial position according to the cash-flow hedge accounting model.
Derivatives are recognised as assets if their fair value is positive and as liabilities if their fair value is negative. These balances are shown under assets or liabilities if related to derivatives which do not qualify for hedge accounting criteria, conversely they are classified according to the hedged item.
In particular, if the hedged item is classified as a current asset or liability, the positive or negative fair value of the hedging instrument is included under current assets or liabilities; if the hedged item is classified as a non-current asset or liability, the positive or negative fair value of the hedging instrument is included under non-current assets or liabilities.
37.14. Inventories
Inventories are valued at the lower of purchase or production cost and their net realizable value (represented by their open market value). Inventories are valued using the weighted average cost method.
37.15. Cash and cash equivalents and financial assets
The item cash and cash equivalents comprises liquid funds and financial investments with a maturity, at the acquisition date, of less than three months and for which there is an insignificant risk of a change in value. These financial assets are recorded at their nominal value.
37.16. Provisions for risks and charges
Provisions for risks and charges relate to costs and charges of a specific nature which are certain or probable and whose amount or timing is uncertain at the reporting date.
Provisions are recognised if the following conditions apply: (i) the Group has a present obligation (legal or constructive) that has arisen as a result of a past event; (ii) it is probable that the fulfilment of the obligation will require the use of resources which produce economic benefits; (iii) the amount can be estimated reliably.
The amount recognised as a provision in the financial statements represents the best estimate of the expenditure required by the company to settle the obligation at the reporting date or to transfer it to a third party.
When the time value of money is significant and the due dates of the obligations can be reliably estimated, the provision is discounted to its present value; when the provision is discounted, the increase in provision related to the passage of time is charged to the income statement as a financial charge.
Specifically:
- the agents' leaving indemnity includes the estimate of amounts due to agents, calculated using actuarial methods and having regard to the probability that such amounts will be paid, as well as the expectations as to the time of payment;
- the warranty and repair provision includes the estimate of costs for warranty services to be provided on products sold, calculated on the basis of historical/statistical data and the warranty period;
- the provision for risks arising from legal disputes includes the estimate of charges relating to legal disputes with employees or agents, or associated with the provision of services.
37.17. Employees' benefits
Post-employment benefits are defined on the basis of pension plans, even if not formalised, which due to their characteristics can be classified as either defined-contribution or defined-benefit plans.
Under a defined-contribution plan the company's obligation is limited to the payment of the contributions agreed with the employees and it is determined on the basis of the contributions due at the end of the period, as reduced by any amounts already paid.
Under defined-benefit plans the liability recorded in the books is equal to: (a) the present value of the defined-benefit obligation at the reporting date; (b) plus any actuarial gains (minus any actuarial losses); (c) less any past service costs that have not yet been recorded; (d) less the fair value at the reporting date of plan assets (if any) out of which the obligations are to be settled directly.
Under defined-benefit plans, the cost charged to the income statement is equal to the algebraic sum of the following elements: (a) current service cost; (b) the financial charges arising from the increase in liability due to the passage of time; (c) the expected return on plan assets; (d) past service cost; (e) the effect of any curtailments or settlements under the plan.
Actuarial gains and losses are recognised in other comprehensive income.
Net financial charges on defined-benefit plans are recognised in profit or loss under financial income and charges.
37.18. Stock option and stock grant
The Group grants certain top executives and other beneficiaries who hold key positions within the Group the right to participate in share capital plans (stock options and stock grants).
Stock options plans are the equity settled; the beneficiary has the right to purchase Amplifon S.p.A. shares at a predefined price if certain conditions are met.
Stock grants are equity settled too and the beneficiary receives a free allotment of shares in Amplifon S.p.A. at the end of the vesting period (7 years).
For equity settled stock options and stock grants, the fair value is recognised in the income statement under personnel expenses over the period running from the date they are granted to the vesting date and a corresponding amount is recorded in a net equity reserve. The fair value of the stock options and stock grants is determined at the date they are granted, taking account of the market conditions at that date.
At each reporting date, the Group reviews the assumptions about the number of stock options and stock grants which are likely to be exercised and records the effect of any change in estimate in the income statement adjusting the corresponding net equity reserve. In the event that the stock options are exercised, the amount received from the exercise of the stock options at the strike price is recorded as an increase in share capital and in the share premium account.
In case of free stock allotment (i.e. "stock grant"), the corresponding increase in share capital is recognised at the end of the vesting period.
37.19. Revenues, interest income and dividends
Revenues are recognised on the basis of the fair value of the sale consideration agreed, net of discounts, reductions, returns, rebates and tax, if any. Revenues from the sale of products are recognised at the time when the Group transfers to the purchaser the risks and rewards of ownership, that is on transfer of title (which usually coincides with the dispatch or delivery of the products) or with the end of the trial period, if applicable.
Revenues are discounted to their present value and if the discounting effect is significant, the implicit financial element is separated, interest receivable being indicated separately. The financial element is allocated between the amount pertaining to the current year and future years, with the latter being accounted for as deferred income.
Revenues from services are recognised when the services are provided, based on the accrual method
of accounting and based on the stage of completion of the transaction at the reporting date.
Interest income is recognised on the basis of the effective interest rate. Dividends are recognised when the shareholders' right to receive payment is established.
37.20. Current and deferred income taxes
Current income tax payables and receivables are recorded at the amount that is expected to be paid to/ received from the tax authorities at the rates enacted or substantially enacted, and the laws in force at the reporting date.
Deferred tax assets and liabilities are recognised on the temporary differences between the value of assets and liabilities in the financial statements and the corresponding tax bases.
Deferred income taxes are not recognised: (i) when they derive from the initial recognition of goodwill or of an asset or liability in a transaction other than a business combination and which, at the time of the transaction, does not affect either the accounting profit or the taxable profit /loss; (ii) when they relate to temporary differences related to investments in subsidiaries and joint ventures, where the reversal of temporary differences may be controlled and it is probable that it will not occur in the foreseeable future.
Deferred tax assets, including those arising from unused tax losses and tax credits, are recorded only to the extent their recovery is highly probable.
Deferred tax assets are not discounted to present value and are calculated using tax rates that are expected to apply when the taxes are paid or settled in the respective countries where the Group operates.
Deferred tax assets and liabilities are debited or credited directly to net equity if they relate to elements which are recognised directly in net equity. Deferred tax assets and liabilities are recorded respectively under non-current assets and liabilities and are offset only when a legally enforceable right to offset current tax assets against current tax liabilities exists and this will result in a lower tax charge. Moreover, when there is a legally enforceable right of set-off, deferred tax assets and deferred tax liabilities are offset only if at the time of their reversal they will not generate any current tax asset or liability.
When an asset is revalued for tax purposes and the revaluation does not relate to an accounting revaluation of an earlier period, or to one that is expected to be carried out in a future period, deferred tax assets are recognised in the income statement on the temporary difference arising as a result of the revaluation.
37.21. Value added tax
Revenues, costs and assets are recognised net of valued added tax (VAT), except where VAT applied to the purchase of goods or services is non-deductible, in which case it is recognised as part of the purchase cost of the asset or as part of the expense recorded in the income statement.
The net amount of indirect tax on sales which may be recovered from/paid to the tax Authorities is included in the financial statements under other receivables or payables, depending on whether it is a debit or a credit balance.
37.22. Share capital, treasury shares, dividend distribution and other net equity items
Ordinary shares issued by the parent company Amplifon S.p.A. are classified as part of net equity. Any costs incurred to issue new shares, also following the exercise of stock option plans, are classified as a reduction in net equity.
Purchases and disposals of treasury shares, as well as any gains or losses on purchase/disposal, are recognised in the financial statements as changes in net equity. Dividends distributed to the shareholders are recorded as a reduction in net equity and as a liability of the period when the dividend payment is approved by the Shareholders' Meeting.
37.23. Earnings (loss) per share
Earnings per share are determined by comparing the Group's net profit to the weighted-average number of shares outstanding during the accounting period. For the calculation of the diluted earnings per share, the weighted average number of shares outstanding is adjusted assuming the conversion of all potential shares with a dilutive effect.
38. Subsequent events
The main events that took place after the end of the year are described below.
External growth continued in the first few months of 2017 with important acquisitions:
- on 10 January 2017 Amplifon Portugal signed a definitive agreement with the Sonova Group for the purchase of MiniSom SA which operates Audionova's retail business in Portugal through a network of about 75 points of sale (stores and shop-in-shops). The closing of this acquisition, for approximately €16 million, is subject to approval by the antitrust authorities.
- again with Sonova there's an ongoing negotiations regarding the potential acquisition of Audionova France S.A.S. which operates 55 stores in France. This operation was subject to a works council information and consultation procedure and signing and closing are expected in the coming days;
- an additional 60 points of sale were also purchased in Germany, France, India and Canada.
Implementation of the buyback program approved during the Shareholders' Meeting held on 18 April 2016 continued in January and February 2017 and a total of 390,000 shares were purchased between year-end 2016 and the date of this report at an average price of €9.492. The exercise of performance stock grants continued in the period as a result of which, as at 28 February 2017, Amplifon transferred a total of 98,241 treasury shares to the beneficiaries. The treasury shares held at the date of this report, therefore, now total 7,251,510 or 3.206% of the Company's share capital.
Milano, 28 February 2017
On behalf of the Board of Directors CEO Enrico Vita
Annexes
Consolidation Area
As required by § 38 and 39 of Law 127/91 and § 126 of Consob's resolution 11971 dated 14 May 1999, as amended by resolution 12475 dated 6 April 2000, the following is the list of companies included in the consolidation area of Amplifon S.p.A. at 31 December 2016.
Parent company:
| Company name | Head office | Currency | Share Capital |
|---|---|---|---|
| Amplifon S.p.A. | Milano (Italia) | EUR | 4,524,236 |
Subsidiaries consolidated using the line-by-line method:
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held at 31/12/2016 |
|---|---|---|---|---|---|
| Amplifon Groupe France SA | Arcueil (France) | D | EUR | 48,550,898 | 100.0% |
| SCI Eliot Leslie | Lyon (France) | I | EUR | 610 | 100.0% |
| Cyrex Concept SAS | Fréjus (France) | I | EUR | 10,000 | 100.0% |
| Audition du Pays Varois SAS | Brignoles (France) | I | EUR | 10,000 | 100.0% |
| Audition du Pays d'Aix SAS | Aix en Provence (France) | I | EUR | 8,000 | 100.0% |
| Audioconfort SAS | Betton (France) | I | EUR | 6,000 | 100.0% |
| Euphonia SAS | Le Folgoêt (France) | I | EUR | 10,000 | 100.0% |
| J'Ecoute SAS | Beaugency (France) | I | EUR | 24,000 | 100.0% |
| Audition Bien Etre Bain Sarl | Bain de Bretagne (France) | I | EUR | 10,000 | 100.0% |
| Correction Auditive du Midi Sarl | Carry Le Rouet (France) | I | EUR | 16,160 | 100.0% |
| Amplifon Iberica SA | Barcelona (Spain) | D | EUR | 26,578,809 | 100.0% |
| Fundación Amplifon Iberica | Madrid (Spain) | I | EUR | 30,000 | 100.0% |
| Amplifon Portugal SA | Lisboa (Portugal) | I | EUR | 720,187 | 100.0% |
| Amplifon Magyarország Kft | Budapest (Hungary) | D | HUF | 3,500,000 | 100.0% |
| Amplibus Magyarország Kft | Budaörs (Hungary) | I | HUF | 3,000,000 | 100.0% |
| Amplifon AG | Baar (Switzerland) | D | CHF | 1,000,000 | 100.0% |
| Hörhilfe Walter Blättler AG | Luzern (Switzerland) | D | CHF | 100,000 | 100.0% |
| Hearing Supplies SA | Lugano (Switzerland) | I | CHF | 100,000 | 100.0% |
| Amplifon Nederland BV | Doesburg (The Netherlands) | D | EUR | 74,212,052 | 100.0% |
| Auditech BV | Doesburg (The Netherlands) | I | EUR | 22,500 | 100.0% |
| Electro Medical Instruments BV | Doesburg (The Netherlands) | I | EUR | 16,650 | 100.0% |
| Beter Horen BV | Doesburg (The Netherlands) | I | EUR | 18,000 | 100.0% |
| Amplifon Customer Care Service BV | Elst (The Netherlands) | I | EUR | 18,000 | 100.0% |
| Amplifon Belgium NV | Bruxelles (Belgium) | D | EUR | 495,800 | 100.0% |
| Amplifon Luxemburg Sarl | Luxemburg (Luxemburg) | I | EUR | 50,000 | 100.0% |
| Amplifon Deutschland GmbH | Hamburg (Germany) | D | EUR | 6,026,000 | 100.0% |
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held at 31/12/2016 |
|---|---|---|---|---|---|
| Amplifon München GmbH | München (Germany) | I | EUR | 1,245,000 | 100.0% |
| Amplifon Bayern GmbH | München (Germany) | I | EUR | 30,000 | 100.0% |
| Sanomed GmbH | Hamburg (Germany) | I | EUR | 25,000 | 100.0% |
| die Hörmeister GmbH | Hamburg (Germany) | I | EUR | 25,000 | 100.0% |
| die Hörmeister Nord GmbH | Hamburg (Germany) | I | EUR | 25,000 | 100.0% |
| Focus Hören AG | Willroth (Germany) | I | EUR | 485,555 | 100.0% |
| focus hören Deutschland GmbH | Willroth (Germany) | I | EUR | 25,000 | 100.0% |
| Amplifon Poland Sp.z o.o. | Lodz (Poland) | D | PLN | 3,342,640 | 100.0% |
| Amplifon UK Ltd | Manchester (UK) | D | GBP | 69,100,000 | 100.0% |
| Amplifon Ltd | Manchester (UK) | I | GBP | 1,800,000 | 100.0% |
| Ultra Finance Ltd | Manchester (UK) | I | GBP | 75 | 100.0% |
| Amplifon Ireland Ltd | Wexford (Ireland) | I | EUR | 1,000 | 100.0% |
| Amplifon Cell | Ta' Xbiex (Malta) | D | EUR | 1,000,125 | 100.0% |
| Makstone Isitme Ürünleri Perakende Satıs A.S. | Istanbul (Turkey) | D | TRY | 300,000 | 51.0% |
| Medtechnica Ortophone Ltd (*) | Tel Aviv (Israel) | D | ILS | 1,000 | 60.0% |
| Bon Ton Hearing & Speech Ltd (*) | Sderot (Israel) | I | ILS | 100 | 60.0% |
| Kolan Ashdod Speech & Hearing Inst. Ltd (*) | Ashdod (Israel) | I | ILS | 100 | 60.0% |
| Matan Rishon Ltd (*) | Rishon LeZion (Israel) | I | ILS | 200 | 60.0% |
| Amplifon Middle East SAE | Cairo (Egypt) | D | EGP | 3,000,000 | 51.0% |
| Miracle Ear Inc. | St. Paul – MN (USA) | I | USD | 5 | 100.0% |
| Elite Hearing, LLC | Minneapolis – MN (USA) | I | USD | 1,000 | 100.0% |
| Amplifon USA Inc. | Dover – DE (USA) | D | USD | 52,500,010 | 100.0% |
| Amplifon Hearing Health Care, Inc. | St. Paul – MN (USA) | I | USD | 10 | 100.0% |
| Ampifon IPA, LLC | New York – NY (USA) | I | USD | 1,000 | 100.0% |
| Miracle Ear Canada Ltd. | Vancouver (Canada) | I | CAD | 25,800,200 | 100.0% |
| Audiomedica Hearing Clinic Inc. | Calgary (Canada) | I | CAD | 0 | 100.0% |
| Hear More Canada, Inc. | Burlington (Canada) | I | CAD | 0 | 100.0% |
| Amplifon South America Holding LTDA | São Paulo (Brazil) | D | BRL | 3,636,348 | 100.0% |
| Direito de Ouvir Amplifon Brasil SA | Franca (Brazil) | I | BRL | 4,126,463 | 51.0% |
| Amplifon Australia Holding Pty Ltd | Sydney (Australia) | D | AUD | 392,000,000 | 100.0% |
| National Hearing Centres Pty Ltd | Sydney (Australia) | I | AUD | 100 | 100.0% |
| National Hearing Centres Unit Trust | Sydney (Australia) | I | AUD | 0 | 100.0% |
| Amplifon NZ Ltd | Takapuna (New Zealand) | I | NZD | 130,411,317 | 100.0% |
| Bay Audiology Ltd | Takapuna (New Zealand) | I | NZD | 0 | 100.0% |
| Dilworth Hearing Ltd | Auckland (New Zealand) | I | NZD | 0 | 100.0% |
| Amplifon India Pvt Ltd | New Delhi (India) | I | INR | 850,000,000 | 100.0% |
| NHanCe Hearing Care LLP (on liquidation) (**) | New Delhi (India) | I | INR | 1,000,000 | 0.0% |
(*) Medtechnica Ortophone Ltd and its subsidiaries despite being owned by Amplifon at 60%, is consolidated 100 % as are its subsidiaries without exposure of non-controlling interest due to the put-call option exercisable from 2017 and related to the purchase of the remaining 40 % not yet owned.
(**) Consolidated company because the Amplifon Group has de facto control
Companies valued using the equity method:
| Company name | Head office | Direct/Indirect ownership |
Currency | Share Capital |
% held at 31/12/2016 |
|---|---|---|---|---|---|
| Comfoor BV | Doesburg (The Netherlands) | I | EUR | 18,000 | 50.0% |
| Comfoor GmbH | Emmerich am Rhein (Germany) |
I | EUR | 25,000 | 50.0% |
| Medtechnica Ortophone Shaked Ltd | Tel Aviv (Israel) | I | ILS | 1,001 | 30.0% |
| Ruti Levinson Institute Ltd | Ramat HaSharon (Israel) | I | ILS | 105 | 12.0% |
| Afik - Test Diagnosis & Hearing Aids Ltd | Jerusalem (Israel) | I | ILS | 100 | 12.0% |
| Lakeside Specialist Centre Ltd | Mairangi Bay (New Zealand) |
I | NZD | 0 | 50.0% |
Annex II
Information pursuant to § 149-duodecies of Consob Issuers' Regulations
The following table, prepared pursuant to §149-duodecies Consob Issuers' Regulations, shows the fees for both audit and non-audit services provided by the auditing company and entities that are part of its network in relation to the 2016 financial year.
| Subject that provided the service | Recipient | 2016 fees (€) | |
|---|---|---|---|
| Independent auditing services | PricewaterhouseCoopers | Parent company - Amplifon S.p.A. | 264,833 |
| Certification services | PricewaterhouseCoopers | Parent company - Amplifon S.p.A. | 3,250 |
| Total – Parent Company | 268,083 | ||
| Independent auditing services | PricewaterhouseCoopers | Subsidiaries | 1,087,878 |
| Other | Subsidiaries | 20,622 | |
| Services other than auditing (*) | PricewaterhouseCoopers | Parent company - Amplifon S.p.A. and its subsidiaries |
317,463 |
| Other | Other subsidiaries | 15,641 | |
| Total | 1,709,688 |
(*) Other services mainly include tax assistance to the American, Swiss and Indian subsidiaries; the activities of legal advice regarding privacy; certification activities for front-office system in Portugal and due diligence activities carried out in Belgium.
Declaration in respect of the Consolidated Financial Statements pursuant to Article 154-bis of Legislative Decree 58/98
We, the undersigned, Enrico Vita, Managing Director and Ugo Giorcelli, Executive Responsible for Corporate Accounting Information for Amplifon S.p.A., taking into account the provisions of § 154-bis, paragraphs 3 and 4 of Law 58/98, certify:
- the adequacy, by reference to the characteristics of the business and
- the effective application of the administrative and accounting procedures for the preparation of the consolidated financial statements during the course of 2016.
We also certify that the consolidated financial statements at 31 December 2016:
- have been prepared in accordance with the international accounting standards recognized in the European Union under the EC regulation 1606/2002 of the European Parliament and of the Council of 19 July 2002;
- correspond to the underlying accounting entries and records;
- provides a true and fair view of the performance and financial position of the issuer and of all of the companies included in the consolidation.
The report on operations includes a reliable operating and financial review of the Company and all of the companies included in the consolidation as well as a description of the main risks and uncertainties to which they are exposed.
28 February 2017
CEO Executive Responsible for Corporate Accounting Information
Enrico Vita Ugo Giorcelli
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